wilson yard redevelopment agreement, may, 2005, part 2 of 4

8/14/2019 Wilson Yard Redevelopment Agreement, May, 2005, part 2 of 4

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REPORTS OF COMMITTEES

time following such publications, pursuant to Resolution 04-CDC-76, theCommission has recommended that the Master Developer be designated as thedeveloper for the Project and that D.P.D. be authorized to negotiate, execute anddeliver on behalf of the City a redevelopment agreement with the Master Developerfor the Project; an d

WHEREAS, The Project is necessary for the redevelopment of the Area; andWHEREAS, The Master Developer will be obligated to undertake the Project inaccordance with the terms a nd conditions of a proposed redevelopment agreementto be executed by the Master Developer, the L.I.H.T.C. Developer, the General

Partner , the Senior Developer (when identified and approved by D.P.D.), and theCity, with s uch Project to be financed in part by certain pledged incremental taxesdeposited from time to time in the Special Tax Allocation Fund for the Area (asdefined in the T.I.F. Ordinance) pursuant to Section 511 1-74.4-8(b) of the Act("Incremental Taxes"); now, therefore,Be It Ordained by the City Council of the City of Chicago:

SECTION 1. The above recitals are incorporated herein and made apart hereof.SECTION 2. The Master Developer, together with the L.I.H.T.C. Developer, theGeneral Partner an d (subject to identification and approval by D.P.D.) the SeniorDeveloper, are hereby collectively designated as the developers for the Projectpu rsuant to Section 5/ 11-74.4-4 of the Act.SECTION 3. The Commissioner of D.P.D. ( the "Commissioner") or a designee of

the Commissioner is each hereby authorized, with the approval of the City'sCorporation Counsel as to form and legality, to negotiate, execute and deliver aredevelopment agreement among the Master Developer, the L.I.H.T.C. Developer, theGeneral Partner, the Senior Developer (subject to identification and approval byD.P.D.) an d the City, substantially in the form attached hereto a s Exhibit B andmade a part hereof (the "Redevelopment Agreement"), and such other supportingdocuments as may be necessary to carry out and comply with the provisions of theRedevelopment Agreement, with such changes, deletions and insertions a s shall beapproved by the persons executing the Redevelopment Agreement. Such othersupporting documents shall include, without limitation, shor t term leases of theAzusa Parcel to existing and other tenants .

SECTION 4. Subject to acquiring City Parcels, the City is hereby authorized tosell and convey to the Master Developer the City Parcels listed on Exhibit A for theconsideration set forth in Sections 3.02 and 3 .03 of the Redevelopment Agreement.The City Parcels shall be conveyed to the Master Developer or its affiliate, subjectto the Master Developer's execution of and in accordance with the terms and


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conditions of the Redevelopment Agreement. The Mayor or his proxy is authorizedto execute, and the City Clerk is authorized to at tes t, a quitclaim deed conveying theCity Parcels to the Master Developer.

SECTION 5. The City Council hereby finds that the City is authorized to issue itstax increment allocation revenue obligations in an aggregate maximum principalamoun t not to exceed Twenty-two Million Seven Hundred Fifteen Thousand EightHundred Fifty Dollars ($22,7 5,85O), plus Five Million Dollars ($5,000,000) ofIncremental Taxes for reimbursement of the acquisition costs of the City Parcels asmore particularly defined in the Redevelopment Agreement, plus certain additionalpay-as-you-go reimbursements identified in Section 4 .03 of the RedevelopmentAgreement (the "Pay-As-You-Go Obligations"), for the purpose of paying a portionof the eligible redevelopment project costs included within the Project.SECTION 6. There shall be borrowed for and on behalf of the City an amount notto exceed Twenty-two Million Seven Hundred Fifteen Thousand Eight Hundred FiftyDollars ($22,715,850) for the payment of a portion of the eligible redevelopmentproject cos ts included within the Project. The borrowing shall be evidenced asfollows: (i) a note of the City in a n amount not to exceed Thirteen Million EightHundred Thirty-four Thousand Eight Hundred Seventy-one Dollars ($l3,834,871)(the "City Note Number I"), (ii) a note of the City in a n amount not to exceed OneMillion Three Hundred Thirty-three Thousand Sixty-three Dollars ($1,333,063) the"City Note Number 2"), (iii) a note of the City in a n amount not to exceed Six MillionFour Hundred Sixty-nine Thousand Six Hundred Forty Dollars ($6,469,640) (the"City Note Number 3") and (iv)a note of the City in an amount not to exceed OneMillion Seventy-eight Thousand Two Hundred Seventy-six Dollars ($1,078,276) (the"City Note Number 4"). In addition, supported by a requisition form to the City fromthe Developer, the City is authorized to pay the Developer from Incremental Taxesa n amount u p to Five Million Dollars ($5,000,000) for reimbursement of theacquisition costs of the City Parcels. On or prior to closing, the maximum principalamounts of the Notes may be reallocated among the Notes bu t shall not exceed anaggregate principal amount of Twenty-two Million Seven Hundred Fifteen ThousandEight Hundred Fifty Dollars ($22,715,850). The amount to be funded as evidencedby the requisition form is subject to reduction if the City use s existing IncrementalTaxes in the Tax Allocation Fund (asdefined in Section 12(a) elow) to acquire eitheror both of the City Parcels, which City us e is hereby also authorized. The notes

shall be issued and each shall be designated "Tax Increment Allocation RevenueNote Wilson Yard Tax Increment Financing Redevelopment Project Area Wilson YardProject" (each, a "Note," and collectively, the "Notes"). The Notes shall be dated asof the date of delivery thereof shall bear the date of authentication, shall be in fullyregistered form, shall be in the denomination of the maximum outstanding principalamount thereof and shall become due and payable as provided therein.


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The Notes shall bear interest a t fixed interest rates per annum equal to the interestrates set forth in the Redevelopment Agreement and subject to adjustment as setforth in the form of the Notes. Interest on the Notes shall be subject to federalincome taxes and shall be computed on the basis of a three hundred six (360) dayyear of twelve (12) hirty (30)day months. Accrued and unpaid interest on each Noteshall compound on March 1 of each year and thereafter bear interest at the samefixed interest rate tha t applies to the principal of the Notes.

The principal of and interest on each Note shall be paid by check or draft of theComptroller of the City, as registrar and paying agent (the "Registrar") (or, at theCity's sole election, by wire transfer of funds), payable in lawful money of the UnitedStates of America to the persons in whose name su ch Note is registered a t the closeof business on the fifteenth (15th) day of the month immediately prior to theapplicable payment date; provided, tha t the final installment of the principal andaccrued but unpaid interest of suc h Note shall be payable in lawful money of theUnited States of America at the principal office of the Registrar or as otherwisedirected by the City.

The seal of the City shall be affixed to or a facsimile thereof printed on each Note,and each Note shall be signed by the manual or facsimile signature of the Mayor ofthe City and attested by the manual or facsimile signature of the City Clerk of theCity, and in case any officer whose signature shall appear on any such Note shallcease to be su ch officer before the delivery of the Note, su ch signature shallnevertheless be valid and sufficient for all purposes, the same as if such officer hadremained in office until delivery.Each Note shall have thereon a certificate of authentication substantially in theform of and such certificate of authentication upon the Note shall be conclusiveevidence tha t the Note has been authenticated and delivered under this ordinance.SECTION 7. The City shall cause books (the "Register") for the registration andfor the transfer of the Notes (to the extent suc h transfer is permitted under theRedevelopment Agreement) as provided in this ordinance to be kept at the principal

office of the Registrar, which is hereby const ituted and appointed the registrar of theCity for the Notes. The City is authorized to prepare, and the Registrar shall keepcustody of, multiple Note blanks executed by the City for use in the transfer of theNotes.

Upon surrender for a transfer of any Note authorized under the RedevelopmentAgreement at the principal office of the Registrar, duly endorsed by, or accompaniedby (i) a written instrument or instruments of transfer in form satisfactory to theRegistrar, (ii)an investment representation in form satisfactory to the City and dulyexecuted by the registered owner or his attorney duly authorized in writing, (iii) hewritten consent of the City evidenced by the signature of the Commissioner (or his


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or her designee) on the instrument of transfer, and (iv)any deliveries required underthe Redevelopment Agreement, the City shall execute and the Registrar shallauthenticate , date and deliver in the name of any suc h authorized transferee ortransferees a new fully registered Note of the same maturity, of authorizeddenomination, an d for a like aggregate principal amount . The execution by the Cityof a fully registered Note shal l constitute full and due authorization of such Noteand the Registrar shall thereby be authorized to authenticate , date and deliver theNote, provided however, that the principal amount of the Note authenticated by theRegistrar shall not exceed the authorized principal amount of the Note less previousretirements. The Registrar shal l not be required to transfer or exchange any Noteduring the period beginning at the close of business on the fifteenth (1 th) ay of themonth immediately prior to the maturity date of the Note nor to transfer or exchangethe Note after notice calling the Note for redemption ha s been made, nor during aperiod of five (5)days next preceding mailing of a notice of redemption of principalof the Note. No beneficial interests in the Note shall be assigned, except inaccordance with the procedures for transferring the Note described above.

The person in whose name a Note shall be registered shall be deemed andregarded as the absolute owner thereof for all purposes, and payment of theprincipal of the Note shall be made only to or upon the order of the registered ownerthereof or his legal representative. All such payments shall be valid and effectualto satisfy and discharge the liability upon such Note to the extent of the sum orsum s so paid.

No service charge shal l be made for any transfer of a Note, but the City or theRegistrar may require payment of a sum sufficient to cover any tax or othergovernmental charge that may be imposed in connection with any transfer of theNote.

SECTION 8. The principal of the Notes shall be subject to determination,reduction and prepayment as provided in the form of the Notes attached to theRedevelopment Agreement as (Sub)Exhibits E- 1, E-2, E-3 and E4 and as providedin th e Redevelopment Agreement, including, without limitation, Sections 4.03 ,8.05an d 15.02 thereof. A s directed by the Commissioner, the Registrar shall proceedwith redemptions without further notice or direction from the City.SECTION 9. The Registrar shall note on the Payment Schedule attached to eachNote the amount of any payment of principal or interest on such Notes, includingthe amount of any redemption or prepayment, an d the amount of any reduction inprincipal pursuant to the Redevelopment Agreement.SECTION 10. The Notes shall be prepared in substantially the form attachedhereto a s (Sub)ExhibitsE-1 , E-2, E-3 and E-4 to the Redevelopment Agreement.


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SECTION 11. The Notes hereby authorized shall be executed as provided in thisordinance and the Redevelopment Agreement and thereupon be deposited with theCommissioner, and be by said Commissioner delivered to the Master Developer.

SECTION 12. (a) Special Tax Allocation Fund. Pursuant to the T.I.F. Ordinance,the City ha s created a special fund, designated a s the Wilson Yard Tax IncrementFinancing Redevelopment Project Area Special Tax Allocation Fund (the "TaxAllocation Fund").The Comptroller of th e City is hereby directed to maintain the Tax Allocation Fund

as a segregated interest-bearing account, separate and apart from the General Fundor any other fund of the City, with a bank which is insured by the Federal DepositInsurance Corporation or its successor. Pursuant to the T.I.F. Ordinance, allIncremental Taxes received by the City for the Area are to be deposited into the TaxAllocation Fund.

(b) Tax Allocation Fund Subaccount . There is hereby created within the TaxAllocation Fund a special subaccount to be known as the "Wilson Yard ProjectAccount'' (the "Project Account"). The City shal l designate an d deposit into theProject Account an amount (the "Available Incremental Taxes") equal to: (i) prior tothe issuance of the Phase I Certificate and the Phase I1 Certificate (as those termsare defined in the Redevelopment Agreement), one hundred percent (1 0%) of theIncremental Taxes deposited into the Tax Allocation Fund after June 3 0,2 005; and(ii) during the year in which the later of the Phase I Certificate and the Phase I1Certificate is issued and during every year thereafter, an amount of IncrementalTaxes that will be sufficient to produce a debt coverage ratio of 1.35: 1 a t the thencurren t interest rate on the Lender Financing (as that term is defined in theRedevelopment Agreement) secured by the Notes, assuming amortization of theoutstanding principal balance ofuch Lender Financing on a level basis over theperiod of time between the fifth anniversary of the Closing Date (as that term isdefined in the Redevelopment Agreement) and the final maturity date of the Notes.Subject to the terms and conditions of the Redevelopment Agreement, the City shalluse the Available Incremental Taxes to make payments with respect to the Notesuntil the Notes have been fully repaid, and to make payments with respect to thePay-As-You-Go Obligations. In the event that an event of default under theRedevelopment Agreement entitles the City to permanently terminate furtherpayments of City Funds ( as defined in the Redevelopment Agreement) with respectto a Note, the City may in its discretion re turn the amounts in the Project Accountth at would otherwise be allocated to the payment of su ch Note to the Tax AllocationFund of the City.

(c) Pledge Of Project Account. The City hereby assigns, pledges and dedicatesthe Project Account, together with all amounts on deposit in the Project Account,to the payment of the principal of and interest on the Notes, when due under theterms of the Redevelopment Agreement, and to the payment of the Pay-As-You-GoObligations, including specifically, but without limitation, Section 4.03 thereof.


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Upon deposit, the monies on deposit in the Project Account may be invested ashereinafter provided. Interest and income on any suc h investment shall bedeposited in the Project Account. All monies on deposit in the Project Account shallbe used to pay the principal of and interest on the Notes at maturity or uponpayment or redemption prior to maturity, in accordance with their terms, and to paythe Pay-As-You-Go Obligations in accordance with the Redevelopment Agreement,which payments from the Project Account are hereby authorized and appropriatedby the City. Upon payment of all amounts due under the Notes and theRedevelopment Agreement in accordance with their terms (or the termination of theCity's obligation to make su ch payments), the amounts on deposit in the ProjectAccount shall be deposited in the Tax Allocation Fund of the City and the ProjectAccount shal l be closed.

SECTION 13. The Notes are special limited obligations of the City, and arepayable solely from amounts on deposit in the Project Account and shall be a validclaim of the registered owner thereof only against sa id sources. The Notes shall notbe deemed to constitute a n indebtedness or a loan against the general taxing powersor credit of the City, within the meaning of any constitut ional or statutory provision.The registered owner(s)of the Notes shall not have the right to compel any exerciseof the taxing power of the City, the State of Illinois or any political subdivisionthereof to pay the principal of or interest on the Notes.SECTION 14. Monies on deposit in the Project Account may be invested asallowed under Section 2-32-520 of the Municipal Code of the City of Chicago (the"Municipal Code"). Each s uc h investment shall mature on a date prior to the date

on which said amounts are needed to pay the principal of or interest on a Note ora Pay-As-You-Go Obligation.SECTION 15. Upon issuance, each Note shall have an initial principal balanceequal to the respective developer's prior expenditures for T.1.F.-FundedImprovements (assu ch term is defined in the Redevelopment Agreement) (excludingthe initial Five Million Dollar ($5,000,000) payment for acquisition of the CityParcels as described in Section 4.03 of the Redevelopment Agreement), taking intoaccount any prior consideration for such T.1.F.-Funded Improvements indetermining the balance of any previously issued Note(s), up to their respectivemaximum principal amounts. After issuance, the principal amount outstandingunder any Note shal l be its initial principal balance of su ch Note, as the same may

be increased from time to time in accordance with the terms of the RedevelopmentAgreement, plus interest thereon, minus any principal amount and interest paid onthe Note and other reductions or adjustm ents in principal a s are provided for in theRedevelopment Agreement.SECTION 16. The Registrar shall maintain a list of the names and addresses ofthe registered owners from time to time of the Notes and upon any transfer shall addthe name and address of the new registered owner and eliminate the name andaddress of the transferor.


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SECTION 17. The provisions of this ordinance shall constitute a contract betweenth e City and th e registered owners of the Notes. All covenants relating to the Notesare enforceable by the registered owners of th e Notes.SECTION 18. The Mayor, th e Comptroller, the City Clerk, the Commissioner (orhis or he r designee) an d th e other officers of the City are authorized to execute anddeliver o n behalf of the City su ch o ther documents, agreements an d certificates andto do s uc h other things consistent with t he terms of this ordinance as su ch officersan d employees shall deem necessary or appropriate in order to effectuate the inten tan d purpose s of this ordinance.SECTION 19. If any provision of this ordinance sha ll be held to be invalid orunenforceable for any reason, the invalidity or unenforceability of su ch provisionsha ll not affect an y of the other provisions of this ordinance.SECTION 20. All ord inances, resolutions, motions or orders in conflict with thisordinance are hereby repealed to the extent of su ch conflict. No provision of theMunicipal Code or violation of an y provision of the Municipal Code shall be deemedto impair the validity of this ordinance or the instruments authorized by thisordinance or to impair the security for or payment of the instrum ents authorized byth is ordinance; provided further , however, th at the foregoing shall not be deemedto affect th e availability of an y other remedy or penalty for violation of an y provisionof the Municipal Code.SECTION 21. This ord inance sha ll be in full force and effect immediately uponits passage.

Exhibits "A" and "B" referred to in this ordinance read as follows:

Exhibi t "A".(To Ordinance)

City Parcels Legal Descript ion.

Legal Description of Azusa Parcel:Tha t part of the northe ast q uar ter of Section 17, Township 40 North, Range 14East of the Third Principal Meridian, bounded an d described as follows:

beginning at a point on the westerly line of North Broadway, 1,124 feetsoutheaste rly from th e so ut h line of West Wilson Avenue, measured along thewesterly line of North Broadway; thence southwesterly on a line perpendicularto th e westerly line of North Broadway, 55 feet; thence southwesterly 23.32 feet


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to a point 75 feet southwesterly of the westerly line of North Broadwaymeasured a t right angles thereto and 12 feet southerly from the first describedcourse produced southwesterly measured at right angles thereto; thencecontinuing southerly on a straight line 30.87 feet to a point 8 8 feet southwesterlyof the westerly line of North Broadway measured a t right angles thereto an d 40feet south of the first described course produced southwesterly measured atright angles thereto; thence southeasterly on a line parallel with and 88 feetsouthwesterly of the westerly line of North Broadway measured at right anglesthereto, 64 .03 feet; thence southerly on a straight line 62.62 feet to a point 114feet southwesterly of the westerly line of North Broadway measured at rightangles there to an d 47 .41 feet northwesterly of the n orth line of West MontroseAvenue measured on a line parallel with the westerly line of North Broadway;thence southeas terly along the la st described parallel line 47.4 1 feet to the northline of West Montrose Avenue; thence east on the north line of West MontroseAvenue 125.31 feet, more or less, to it s intersection with the westerly line ofNorth Broadway; thence northwesterly on the westerly line of North Broadway260.43 feet, more or less, to the point of beginning, in Cook County, Illinois.

Permanent Index Number:

Legal Description of Chicago Transit Authority Property:(See Attached)

[Legal description of Chicago Transit Authority parcel referredto in this Legal Description of City Parcels omitted forprinting purposes but on file and availablefor public inspection in the Office ofthe City Clerk.]

Exhibit "B".(To Ordinance)

Wilson Yard Redevelopment ProjectArea Redevelopment Agreement.

This Wilson Yard Redevelopment Project Area redevelopment agreement (the"Agreement") is made as of this- ay of , 2005, by and among the


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City of Chicago, an Illinois municipal corporation (the "City"), through itsDepartment of Planning and Development ("D.P.D."),Wilson Yard Development I,L.L.C., an Illinois limited liability company (the "Master Developer"), Wilson YardPartners, L.P., an Illinois limited partnersh ip (the"L.I.H.T.C. Developer"),and WilsonYard Development Corporation, an Illinois corporation (the "General Partner").

Recitals.

A. Constitutional Authority. A s a home rule unit of government underSection 6(a) ,Article VII of the 1970 Constitution of the State of Illinois (the "State"),the City ha s the power to regulate for the protection of the public health, safety,morals and welfare of its inhabitants, and pursuant thereto, has the power toencourage private development in order to enhance the local tax base, createemployment opportunities and to enter into contractual agreements with privateparties in order to achieve these goals.

B. Statutory Authority. The City is authorized under the provisions of the TaxIncrement Allocation Redevelopment Act, 65 ILCS 51 11-74.4- 1, et seq., a s amendedfrom time to time (the "Act"), o finance projects that eradicate blighted conditionsand conservation area factors through the us e of tax increment allocation financingfor redevelopment projects.

C. City Council Authority. To induce redevelopment pursuant to the Act, theCity Council of the City (the "the City Council") adopted the following ordinances onJ une 27, 2001: (1) "Approval of Wilson Yard Redevelopment Project Area TaxIncrement Finance Program Redevelopment Plan and Project"; (2) "Designation ofWilson Yard Redevelopment Project Area as a Redevelopment Project Area Pu rsuantto Tax Increment Allocation Redevelopment Act"; and (3) Adoption of Tax IncrementAllocation Financing for the Wilson Yard Redevelopment Project Area7' (the "T.I.F.Adoption Ordinance"), (collectively referred to herein as the "T.I.F. Ordinances").The redevelopment project area (the "Redevelopment Area") is legally described on(Sub)ExhibitA hereto.

D. The Project. The Developers will complete their respective portions of theProject (as defined below) within the time frames se t forth in Section 3.01 hereof,which shall include demolition of two (2) buildings an d construction of thePhase I Improvements, the Phase I1 Improvements and the Phase I11 Improvements(as defined below),which include a department store of approximately one hundredeighty thousand (180,000) square feet, a grocery store of approximately fifteenthousand one hundred fifty (15,150) square feet, a movie theater of approximatelyfifty-three thousand (53,000)square feet, buildings containing senior housing, low-income housing, small retail and office space, and parking (above-ground garageand surface lots) for approximately seven hundred (700) cars on the Property (as


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defined below). Such improvements (including bu t not limited to those T.1.F.-Funded Improvements a s defined below an d set forth on (Sub)Exhibit B), togetherwith the Developer's other obligations un der this Agreement, are collectively referredto herein a s th e "Project". The "Project" also includes (1) he City's acquisition fromth e C.T.A. of the land legally described on (Sub)Exhibit C-1 hereto (the "C.T.A.Property") an d the sale of the C.T.A. Property to the Master Developer, (2) he City'sacquisition from Broadway Montrose Building L.L.C. (the "Azusa Property Owner")of the land legally described on (Sub)ExhibitC-2 hereto (the "Azusa Property") andthe sale of the Azusa Property to the Master Developer, (3) he Master Developer'sacquisition from Aaron Montrose of the land legally described on (Sub)ExhibitC-3hereto (the "Montrose Property"), (4) he Master Developer's acquisition from Aldi,Inc. of the land legally described o n (Sub)Exhibit C-4 hereto (the "Aldi Property"),and (5) he Master Developer's acquisition from th e C.T.A. of a leasehold interest ora n easement in the land depicted on (Sub)ExhibitC-5 hereto (the "Excess ParkingProperty"). The completion of the Project would not reasonably be anticipatedwithout t he financing contemplated by this Agreement.

E. Redevelopment Plan. The Project will be carried out in accordance with thisAgreement and the Wilson Yard Redevelopment Project Area Tax Increment FinanceProgram Redevelopment Plan and Project ( the "Redevelopment Plan") attachedhereto as (Sub)Exhibit D.F. City Financing. The City agrees to make available, in the am ounts set forthin Section 4.03 hereof, and pu rsuant to the terms of the City Notes (as definedbelow), the proceeds of the City Notes (including interest thereon) and certain

additional Incremental Taxes (defined below) as described herein, to finance aportion of the costs of the Project to pay for or reimburse the Developers for thecosts of T.1.F.-Funded Improvements pursuant to the terms and conditions of thisAgreement. The City has agreed to issu e the City Notes in consideration of theDevelopers' incurring the costs of the T.1.F.-Funded Improvements and the othercosts of the Project.In addition, The City may, in its d iscretion, issue tax increment allocation bonds("T.I.F.Bonds") secured by Incremental Taxes pursua nt to the T.I.F. bond ordinance(the "T.I.F. Bond Ordinance") at a later date a s described in Section 4.03(c) hereof,the proceeds of which (the "T.I.F. Bond Proceeds") may be used to pay for the costsof th e T.1.F.-Funded Improvements not previously paid for from Incremental Taxes

(including any su ch payment made pursuan t to any City Note), to make paymentsof principal an d inte rest on any City Note, or in order to reimburse the City for thecosts of T.1.F.-Funded Improvements.Now, Therefore, In consideration of the mutual covenants and agreementscontained herein, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto agree as follows:


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Section 1 .Recitals.

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

Section 2.Definitions.

For purposes of this Agreement, in addition to the terms defined in the foregoingrecitals, the following terms shall have the meanings set forth below:"Affiliate" shal l mean any person or entity directly or indirectly controlling,controlled by or under common control with the Developer."Anchor Site End Users" shall have the meaning set forth in Section 8.06(b)hereof."Available Incremental Taxes" shall mean an amount equal to (a)during theperiod prior to the issuance of the Phase I Certificate and the Phase I1 Certificatefor the Project, one hundred percent (100%)of the Incremental Taxes deposited inthe Wilson Yard T.I.F. Fund after Ju ne 30, 2005, and (b) during the year in whichthe later of the Phase I Certificate and the Phase I1 Certificate is issued and duringevery year thereafter, an amount of Incremental Taxes deposited in suc h year inthe Wilson Yard T.I.F. Fund that will be sufficient to cover the debt service at the

then current interest rate on the Lender Financing secured by the City Notes oris sufficient to repay the City Notes by their maturity."Certificate" shall mean any of the Phase I Certificate, Phase I1 Certificate orPhase I11 Certificate."Change Order" shall mean any amendment or modification to the ScopeDrawings, Plans and Specifications or the Project Budgets a s described in Section3.04, Section 3.05 and Section 3.06."City Funds" shall mean the funds described in Section 4.03(b) hereof."City Note Number 1" shall mean the City of Chicago Tax Increment Allocation

Revenue Note Number 1 (Wilson Yard Redevelopment Project) to be in the form


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attached hereto as (Sub)Exhibit E- 1, in the initial maximum principal amount ofThirteen Million Eight Hundred Thirty-four Thousand Eight Hundred Seventy-oneDollars ($13,834,871), subject to adjustment as se t forth in Section 4.01, to beissued by the City to the Master Developer on the date hereof. The City NoteNumber 1 shall bear interest at an annual rate not to exceed the MaximumInterest Rate and shall provide for accrued but unpaid interest to be added toprincipal. The maximum amount of the City Note Number 1 is subject to ratablereduction in accordance with Section 3.02 (a) ii)

"City Note Number 2" shall mean the City of Chicago Tax Increment AllocationRevenue Note Number 2 (Wilson Yard Redevelopment Project) to be in the formattached hereto as (Sub)Exhibit E-2, in the maximum principal amount of OneMillion Three Hundred Thirty-three Thousand Sixty-three Dollars ($1,333,063),subject to ad justment a s set forth in Section 4.01, to be issued by the City to theGeneral Partner on the date hereof. The City Note Number 2 shall bear interesta t a n annua l rate not to exceed the Maximum Interest Rate and shall provide foraccrued but unpaid interest to be added to principal.

"City Note Number 3" shall mean the City of Chicago Tax Increment AllocationRevenue Note Number 3 (Wilson Yard Redevelopment Project) to be in the formattached hereto as (Sub)Exhibit E-3, in the maximum principal amount of SixMillion Four Hundred Sixty-nine Thousand Six Hundred Forty Dollars($6,469,640),subject to ad justment as se t forth in Section 4.01, to be issued bythe City to the General Partner on the date hereof. The City Note Number 3 shallbear interest a t an ann ua l rate not to exceed the Maximum Interest Rate and shallprovide for accrued but unpaid interest to be added to principal."City Note Number 4" shall mean the City of Chicago Tax Increment AllocationRevenue Note Number 4 (Wilson Yard Redevelopment Project) to be in the formattached hereto as (Sub)Exhibit E-4, in the maximum principal amount of OneMillion Seventy-eight Thousand Two Hundred Seventy-six Dollars ($l,O78,276),subject to adjustment a s set forth in Section 4.01, to be issued by the City to theSenior Developer on the date hereof. The City Note Number 4 shall bear in terestat an annual rate no t to exceed the Maximum Interest Rate and sha ll provide foraccrued bu t unpaid interest to be added to principal."City Notes" sha ll mean, collectively, the City Note Number 1, the City NoteNumber 2, the City Note Number 3 and the City Note Number 4. The maximumprincipal amount of the City Notes in the aggregate shall be Twenty-two MillionSeven Hundred Fifteen Thousand Eight Hundred Fifty Dollars ($22,715,850)."Closing Date" shal l mean the date of execution and delivery of this Agreementby all parties hereto and, subject to the terms and conditions herein contained,the execution of the City Notes by the City and delivery thereof to the Developer.


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"Commissioner" shall mean the Commissioner of the Department of Planningand Development of the City."Construction Contract" shall mean and refer to each of those certain contracts,substantia lly in the form attached hereto a s (Sub)ExhibitF- 1, to be entered into,

severally, between the Master Developer, the L.I.H.T.C. Developer and the SeniorDeveloper with the contractors to be engaged by su ch Developers providing forconstruction of, respectively, the Phase I Improvements, the Phase I1Improvements and the Phase I11 Improvements, which contracts shall be subjectto D.P.D.'s reasonable review and approval.

"Corporation Counsel" shall mean the City's Office of Corporation Counsel."C.T.A." shall mean the Chicago Transit Authority."Developer" shall mean any one of the Master Developer, the L.I.H.T.C.Developer, th e General Partner an d the Senior Developer; "Developers" shal l mean,collectively, the Master Developer, the L.I.H.T.C. Developer, the General Partneran d the Senior Developer."D.P.D." sha ll mean the Department of Planning and Development of the City."Employer(s)"shal l have the meaning set forth in Section 10 hereof."Environmental Laws" shall mean any and all federal, state or local sta tutes ,laws, regulations, ordinances, codes, rules, orders, licenses, judgments, decrees

or requirements relating to public health and safety and the environment now orhereafter in force, as amended and hereafter amended, including bu t not limitedto (i) he Comprehensive Environmental Response, Compensation and Liability Act(42 U.S.C. Section 960 1, et seq.) ;(ii)any so-called "Super fund or "Superlien" law;(iii) he Hazardous Materials Transportation Act (49 U.S.C. Section 1802, et seq.);(iv) he Resource Conservation and Recovery Act (42 U.S.C. Section 6902, et seq.);(v) he Clean Air Act (42 U.S.C. Section 7401, et seq.) ; (vi)the Clean Water Act (33U.S.C. Section 1251 , et seq. ); (vii) the Toxic Substances Control Act (15 U.S.C.Section 2601, et seq.) ; viii) he Federal Insecticide, Fungicide and Rodenticide Act(7 U.S.C. Section 136, et seq.);(ix) he Illinois Environmental Protection Act (415ILCS 511, et seq.); and (x) the Municipal Code of Chicago, including but notlimited to the Municipal Code of Chicago, Sections 7-28-390, 7-28-440, 11-4-1410, 11-4-1420, 11-4-1450, 11-4-1500, 11-4-1530, 11-4-1550 or 11-4-1560.

"Equity" shall mean funds of the Developers or their respective constituentmembers (other th an funds derived from Lender Financing) available for theProject, in the amount s et forth in Section 4.01 hereof, which amount may beincreased pursuant to Section 4.06 (Cost Overruns) or Section 4.O3(b).


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"Escrow" sha ll mean the applicable construction escrow established pursuantto any applicable Escrow Agreement.

"Escrow Agreement" shall mean each Escrow Agreement establishing aconstruction escrow, entered into by the Title Company (or an affiliate of the TitleCompany), the Developers and the Developers' lender(s) , in form and contentreasonably acceptable to D.P.D."Event of Default" shal l have the meaning se t forth in Section 15 hereof."Financial Statements" shall mean complete certified (by a duly authorizedrepresentative of Developers) and renewed financial statements of each of theDevelopers prepared by a certified public accountant in accordance with generally

accepted accounting principles and practices consistently applied throughout theappropriate periods."General Contractorn shall mean a general contractor to be designated by theMaster Developer, subject to the review and approval of D.P.D."Hazardous Materials" shall mean any toxic substance , hazardous substance,

hazardous material, hazardous chemical or hazardous, toxic or dangerous wastedefined or qualifying a s suc h in (or for the purposes of) any environmental law, orany pollutant or contaminant, and shall include, but not be limited to, petroleum(including crude oil), any radioactive material or by-product material,polychlorinated biphenyls and asbestos in any form or condition."Incremental Taxesn shall mean such ad valorem taxes which, pursuant to theT.I.F. Adoption Ordinance and Section 51 11-74.4-8(b)of the Act, are allocated toand when collected are paid to the Treasurer of the City of Chicago for deposit by

the Treasurer into a special tax allocation fund, being the Wilson Yard T.I.F. Fund,established to pay Redevelopment Project Costs and obligations incurred in thepayment thereof."Jobs Readiness Program" shall have the meaning ascribed to such term in

Section 4.07 hereof."Lender Financing" shall mean funds borrowed by the Developers or theirrespective constituent members from lenders and irrevocably available to pay forCosts of the Project, in the amount set forth in Section 4.01 hereof."Maximum Interest Rate" shall mean: (a) prior to issuance of the Phase I

Certificate and the Phase I1 Certificate, a rate per annum equal to the primeinterest rate as reported in the Wall Street Jou rnal on the date one (1)week priorto issuance of the City Notes plus three hundred thirty-two and five-tenths (332.5)


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basis points (the "Initial Interest Rate"); (b)as of the da te of issuance of the last toissue of the Phase I Certificate and the Phase I1 Certificate and prior to the fifth(5th) nniversary of the Closing Date, a rate per a nn um equal to the Initial InterestRate less forty-three (43)basis points; and (c) thereafter, the Initial Interest Rateplus two hundred fifty-seven (257) basis points.

"M.B.E.(s)" hall mean a business identified in the Directory of Certified MinorityBus iness En terpr i ses published by the City's Purchasing Department, orotherwise certified by the City's Purchasing Department as a minority-ownedbusiness enterprise."Municipal Code" shall mean the Municipal Code of the City of Chicago."Non-Governmental Charges" shall mean all non-governmental charges, liens,claims, or encumbrances relating to the Developer, the Property or the Project."Payment Form" shall mean the document, in the form attached hereto as(Sub)Exhibit , to be delivered by the Developer to D.P.D. pu rs uant to Section 4.04hereof."P.D. Ordinance" shall mean the Residential Business Planned Development thatgoverns the Property, approved by the City Council on January 11, 2005, as thesame may be amended from time to time."Permitted Liens" shall mean those liens and encumbrances against the Property

an d/or the Project set forth on (Sub)ExhibitJ hereto."Phase I Certificate" shal l mean the Certificate of Completion of Construction forthe Phase I Improvements described in Section 7.0 1 hereof."Phase I1Certificate" shal l mean the Certificate of Completion of Construction forthe Phase I1 Improvements described in Section 7.01 hereof."Phase I11 Certificate" shall mean the Certificate of Completion of Constructionfor the Phase I11 Improvements described in Section 7.01 hereof."Phase I Improvements" shall mean the Master Developer's construction of (a)building " l", which will include a department store, movie theaters and a sevenhundred (700)space parking garage, (b)building "2", formerly known a s the AzusaBuilding, which will include approximately sixteen thousand (16,000) square feet

of restaurants and retail stores, (c)building "5", which will be the relocated grocerystore, and (d) the additional work and improvements identified in the columnentitled "Phase I Structures" on the Project Budget attached hereto as (Sub)ExhibitJ - 1 and depicted in the site plan attached thereto as Schedule 1, and any


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necessary acquisitions, dedications, vacations, demolition, site preparation andenvironmental remediation required in connection therewith. In connection withthe undertaking of the Phase I Improvements, the Master Developer willincorporate design elements which reflect the character of the existing terra cottafacade of the Azusa Building, which may include: restoration of the curren t facade,use of materials similar in appearance to the existing terra cotta facade, and/orincorporation of original medallions and o ther elements from the existing facade,all as Developer may determine to be commercially feasible (includingappropriateness of the cost thereof) in Developer's reasonable opinion.

"Phase I1 Improvements" shall mean the L.I.H.T.C. Developer's construction of(a)building "3", which will include approximately seventy (70) affordable rentaldwelling units for families, and (b) the additional work and improvementsidentified in the column entitled "Phase I1 Structures" on the Project Budgetattached hereto a s (Sub)ExhibitJ - 1 and depicted in the site plan attached theretoas Schedule 1,and any necessary acquisitions, dedications, vacations, demolition,site preparation and environmental remediation required in connection therewith,provided that the Master Developer may propose, and the Commissioner shallhave the authority to approve, changes in uses and in the number andcomposition of dwelling units included in the Phase I1 Improvements, inaccordance with the Change Order provisions set forth in Section 3.06 hereof;provided, any such changes also must include appropriate changes to the Plansand Specifications and the Project Budget.

"Phase I11 Improvements" shall mean the Senior Developer's construct ion of (a)building "4",which will include approximately seventy-one (71) affordable rentaldwelling units for seniors, and (b) he additional work and improvements identifiedin the column entitled "Phase I11 Structures" on the Project Budget attached heretoas (Sub)ExhibitJ-1 and depicted in the site plan attached thereto as Schedule 1,and any necessary acquisitions, dedications, vacations, demolition, sitepreparation and environmental remediation required in connection therewith. TheMaster Developer may propose, and th e Commissioner shall have the authority toapprove, changes in the proposed uses and design of improvements (includingchanges in the number and composition of dwelling units) included in the PhaseI11 Improvements, in accordance with the Change Order provisions set forth inSection 3.06 hereof; provided, any such changes also must include appropriatechanges to the Plans and Specifications and the Project Budget.

"Phase I Project Budget" shall mean the budget attached hereto as(Sub)ExhibitJ - 1, showing the total cost of the Phase I Improvements by line item,furnished by the Master Developer to D.P.D., in accordance with Section 3.06hereof.


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"Phase I1 Project Budgetn shall mean the budget attached hereto as(Sub)Exhibit5-2 , showing the total cost of the Phase I1 Improvements by line item,furnished by the L.I.H.T.C. Developer to D.P.D., in accordance with Section 3.06hereof.

"Phase I11 Project Budget" shall mean the budget attached hereto as (Sub)Exhibit5-3, showing the total cost of the Phase I11 Improvements by line item, furnishedby the Master Developer to D.P.D., in accordance with Section 3.06 hereof.

"Plans and Specifications" shall mean construction documents containing aninitial site plan and initial working drawings and specifications for the Project."Pledge Agreement" shall mean that certain Pledge Agreement, in substantially

the form attached hereto as (Sub)ExhibitP as s uch form may be further negotiatedby D.P.D. and Corporation Counsel, to be entered into by and among the City, theDevelopers and the Master Developer's construction lender."Prior Expenditure(s)" hal l have the meaning set forth in Section 4.05(a)hereof."Project Budgets" shall mean, collectively, the Phase I Project Budget, thePhase I1 Project Budget and the Phase I11 Project Budget."Property" shall mean the property legally described in (Sub)Exhibit G- 1. TheProperty is depicted on (Sub)Exhibit G-2."Redevelopment Plan" shall mean the Wilson Yard Redevelopment Project AreaTax Increment Finance Program Redevelopment Plan and Project attached as

(Sub)Exhibit D hereto."Redevelopment Project Costsn shall mean redevelopment project costs asdefined in Section 51 11-74.4-3(q) of the Act that are included in the budget setforth in the Plan or otherwise referenced in the Plan."Scope Drawingsn shall mean preliminary construction documents containinga site plan and preliminary drawings an d specifications for the Project."Senior Developer" shall mean an entity designated by the Master Developer thatshall be the developer of the Phase I11 Improvements, which designation shall besubject to the approval of the Commissioner of D.P.D. The rights and obligationsof the City and the Senior Developer with respect to this Agreement, includingwithout limitation (1) the City's obligation to issue the City Note Number 4 (ashereinafter defined), and (2) the Senior Developer's obligation to undertakeconstruction of the Phase I11 Improvements, shall be effective only upon thedesignation and approval of the Senior Developer, and the Senior Developer shall


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execute a joinder to this agreement in form and substance reasonably acceptableto the Corporation Counsel agreeing to be bound by the applicable terms of thisAgreement.

"Survey" shall mean a Class A plat of survey in the most recently revised formof ALTAIACSM land title survey of the Property dated within forty-five (45)daysprior to the Closing Date, acceptable in form and content to the City and the TitleCompany, prepared by a surveyor registered in the Sta te of Illinois, certified to theCity and the Title Company, and indicating whether the Property is in a floodhazard area as identified by the United States Federal Emergency ManagementAgency (and update s thereof to reflect improvements to the Property in connectionwith the construction of the phases of the Project and related improvements asrequired by the City or lender(s) providing Lender Financing)."Term of the Agreement7'shall mean the period of time commencing on theClosing Date and ending on December 31, 2024, the date on which theRedevelopment Area is no longer in effect."T.1.F.-Funded Improvements7' hall mean those improvements of the Project, thecosts of which (i) qualify as Redevelopment Project Costs, (ii) are eligible costsund er the Plan and (iii) the City has agreed to reimburse Developers pursu ant tothe City Notes, subject to the terms of this Agreement."Title Company" shall mean Title Services, Inc."Title Policyn shall mean a title insurance policy in the most recently revisedALTA or equivalent form, showing the Developers as the insureds, noting therecording of this Agreement as an encumbrance against the Property, and asubordination agreement in favor of the City with respect to previously recordedliens agains t the Property related to Lender Financing, if any, issued by the TitleCompany."W.A.R.N. Act" sha ll mean the Worker Adjustment an d Retraining NotificationAct (29 U.S.C. Section 2101, et seq.)."W.B.E.(s)" hall mean a business identified in the Directory of Certified Women

Busine ss Entetprises published by the City's Purchasing Department, or otherwisecertified by the City's Purchasing Department as a women-owned businessenterprise."Wilson Yard T.I.F. Fund" shall mean the special tax allocation fund created bythe City in connection with the Redevelopment Area into which the IncrementalTaxes will initially be deposited.


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Section 3.The Project.

3.01 The Project.Subject to Section 18.17 hereof and pu rsuant to the Plans and Specifications: (i)the Master Developer shall complete construct ion of the Phase I Improvements nolater than September 30, 2008; and (ii) the L.I.H.T.C. Developer and the GeneralPartner shall complete construction of the Phase I1 Improvements no later thanSeptember 30, 2008; a nd (iii) he Senior Developer shall complete construction ofthe Phase I11 Improvements no later than September 30, 2008. Further, the Senior

Developer shall have executed a joinder to this Agreement not later than the firstanniversary of the Closing Date.

3.02 Azusa Property.(a) Acquisition Of Azusa Property. The following provisions sha ll apply to theCity's acquisition of the Azusa Property:

(i) Acknowledgment. The Developers acknowledge that the City will undertakethe acquisition of Azusa Property pursuant to the Redevelopment Plan and asauthorized and approved by the City Council.(ii) Agreement. The City agrees to acquire the Azusa Property from the AzusaProperty Owner for total consideration of Two Million Three Hundred FiftyThousand Dollars ($2,350,000) and to sell the Azusa Property to the MasterDeveloper for suc h sum for inclusion in the Project. The City shall use u p to TwoMillion Three Hundred Fifty Thousand Dollars ($2,350,000) of Incremental Taxesthen on deposit in the Wilson Yard T.I.F. Fund to acquire the Azusa Property onthe Master Developer's behalf. If the s um of the Incremental Taxes used to acquirethe Azusa Property, plus the Incremental Taxes then on deposit in the Wilson YardT.I.F. Fund an d used to acquire the C.T.A. Property exceeds Five Million Dollars($5,000,000), the Master Developer's share of the City Funds and the maximum

amount of the City Note Number 1will be ratably reduced by such excess amount.(b) Conveyance Of Azusa Property. The following provisions shall govern theCity's conveyance of the Azusa Property to the Master Developer:

(i) Form Of Quitclaim Deed. The City shall convey to the Master Developer orto another of the Developers, as directed by the Master Developer, title to the


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Azusa Property by a quitclaim deed. The conveyance and title shall, in addition tothe provisions of this Agreement, be subject to:

(A) the Redevelopment Plan;(B) the standard exceptions in an ALTA insurance policy;(C) all general real estate taxes;(D) easements , encroachments, covenants and restrictions of record and notshown of record; and(E) su ch other title defects as may exist.

(ii) The Azusa Property Closing. The Azusa Property closing shall take placeon such date and a t such place as the parties may mutually agree to in writing,but in no event earlier than the Closing Date.(iii) Recordation Of Quitclaim Deed. The Master Developer shal l promptlyrecord the quitclaim deed for the Azusa Property in the Recorder's Office of CookCounty. The Master Developer shall pay all costs for so recording the quitclaimdeed.

(iv) Escrow. In the event that the Master Developer requires conveyancethrough a n escrow, the Master Developer shall pay all escrow fees.

3.03 C.T.A. Property.(a ) Acquisition Of C.T.A. Property. The following provisions shall apply to theCity's acquisition of the C.T.A. Property:

(i) Acknowledgment. The Developers acknowledge that the City will undertakethe acquisition of C.T.A. Property pursuant to the Redevelopment Plan and asauthorized and approved by the City Council.(ii) Agreement. The City agrees to acquire the C.T.A. Property from the C.T.A.for a total consideration of Six Million Six Hundred Thousand Dollars ($6,600,000)and to sell the C.T.A. Property to the Master Developer for su ch sum for inclusionin the Project. Subject to the ratable reduction in City Note Number 1 describedin Section 3.02(a)( ii), he City shall us e u p to Two Million Six Hundred FiftyThousand Dollars ($2,650,000)of IncrementalTaxes then on deposit in the WilsonYard T.I.F. Fund to acquire th e C.T.A. Property on the Master Developer's behalf.


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The Master Developer shall advance to the City the remainder of the cashconsideration to acquire the C.T.A. Property. The City's acquisition of th e C.T.A.Property and the payment of the consideration to the C.T.A. shall be furthergoverned by the term s of tha t certain Intergovernmental Agreement between theCity an d th e C.T.A. dated March 16, 2005.

(b) Conveyance Of C.T.A. Property. The following provisions shal l govern th eCity's conveyance of th e C.T.A. Property to th e Master Developer:

(i) Form Of Quitclaim Deed. The City shall convey to the Master Developer orto ano ther of the Developers, as directed by the Master Developer, title to theC.T.A. Property by a quitclaim deed. The conveyance an d title shall , in additionto th e provisions of thi s Agreement, be subject to:

th e Redevelopment Plan;th e s tand ard exceptions in a n ALTA in suran ce policy;all general real esta te taxes;easem ents, encroachments, covenants an d restrictions of record and notshown of record; an dany rights granted to the C.T.A.3 predecessor, Chicago Rapid TransitCompany, in the Trustee's Deed, dated March 26, 1947 and recorded asDocument Number 140 238 63 with the Cook County Recorder of Deedsand reserved by t he C.T.A. in its deed to the City for th e C.T.A. Property,if any; an dsu ch oth er title defects as may exist.

(ii) The C.T.A. Property Closing. The C.T.A. Property closing shall tak e place onsuch date and at such place as the parties may m utually agree to in writing.

(iii) Recordation Of Quitclaim Deed. The Master Developer shal l promptlyrecord th e quitclaim deed for the C.T.A. Property in the Recorder's Office of CookCounty. The Master Developer shall pay all costs for so recording the quitclaimdeed, but in n o event earlier tha n the Closing Date.

(iv) Escrow. In the event th at th e Master Developer requires conveyancethrough a n escrow, th e Master Developer sha ll pay all escrow fees.


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3.04 Scope Drawings And Plans And Specifications.(a)Preliminary Approval. The Scope Drawings and Plans and Specifications shallconform to the Redevelopment Plan as amended from time to time and all applicablefederal, s tat e an d local laws, ordinances and regulations, all as approved as part ofthe P.D. Ordinance. The Master Developer has delivered the Scope Drawings andPlans an d Specifications for the Phase I Improvements to D.P.D. and D.P.D. hasapproved same. After su ch initial approval, subsequen t proposed changes to theScope Drawings shall be submitted to D.P.D. as a Change Order pursuant toSection 3.06 hereof. No later than five (5) business days after the Plans andSpecifications for the Phase I1 Improvements become available to the L.I.H.T.C.Developer, the L.I.H.T.C. Developer sha ll deliver su ch Plans an d Specifications toD.P.D. for its review and written approval. No later than five (5)business days after

the Plans an d Specifications for the Phase I11 Improvements become available to theSenior Developer, the Senior Developer shall deliver suc h Plans an d Specificationsto D.P.D. for its review and written approval. The Developers shall sim ultaneouslysubmit all such documents to the City's Building Department, Department ofTransportation a nd such other City departments or governmental authorities a smay be necessary to acquire building permits and other required approvals for suchphase of the Project.(b) Revisions. In the event D.P.D. rejects all or any portion of any Plans andSpecifications as initially presented pu rsu an t to Section 3.04(a), the respectiveDeveloper shall have thirty (30) bus iness days from the date su ch Developer isnotified of such rejection to submit revised or corrected documents to D.P.D. forD.P.D.'s written approval. After the initial approval, subsequent proposed changesshall be subm itted to D.P.D. as a Change Order pursuant to Section 3.06 hereof. Inconnection with or prior to the issuance of any Certificate hereunder , the respectiveDeveloper shall deliver to D.P.D. a set of final Plans and Specifications for suchphase of the Project as issued for the Developer's application for a building permit.

3.05 Project Budgets.(a) Phase I Project Budget. The Master Developer ha s furnished to D.P.D., andD.P.D. has approved, a Phase I Project Budget showing the total costs for the

Phase I Improvements in a n amount not less tha n Eighty-five Million Four HundredNinety-six Thousand Four Hundred Fifty-six Dollars ($85,496,456). The MasterDeveloper hereby certifies to the City that (a) t has Lender Financing an d Equity ina n am ount sufficient to pay for all costs of the Phase I Improvements, other tha ncosts of acquisition of the Property not to exceed Five Million Dollars ($5,000,000);and (b) the Phase I Project Budget is true, correct and complete in all materialrespects. The Master Developer shall promptly deliver to D.P.D. certified copies of


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any Change Orders with respect to the Phase I Project Budget for approval pursuantto Section 3.06 hereof.

(b) Phase I1 Project Budget. The L.I.H.T.C. Developer ha s furnished to D.P.D.,an d D.P.D. ha s approved the Phase I1 Project Budget showing total costs for thePhase I1 Improvements in a n amoun t not less than Nineteen Million Seven HundredForty-eight Thousand Nine Hundred Thirteen Dollars ($19,748,9 13). The L.I.H.T.C.Developer hereby certifies to the City that (a) t has Lender Financing and Equity inan amount sufficient to pay for all costs of the Phase I1 Improvements; and (b) hePhase I1 Project Budget is true, correct an d complete in all material respects. TheL.I.H.T.C. Developer shal l promptly deliver to D.P.D. certified copies of any ChangeOrders with respect to the Phase I1 Project Budget for approval pursuant toSection 3.06 hereof.(c) Phase I11 Project Budget. The Senior Developer has furnished to D.P.D., andD.P.D. has approved the Phase I11 Project Budget showing total costs for the PhaseI11 Improvements in a n amount not less t ha n Ten Million Eight Hundred Ninety-fourThousand Nine Hundred Seventy-three Dollars ($10,894,973). The SeniorDeveloper shall certify to the City that (a) t ha s Lender Financing and Equity in anamount sufficient to pay for all costs of the Phase I11 Improvements; and (b) thePhase I11 Project Budget is true, correct and complete in all material respects. TheSenior Developer shall promptly deliver to D.P.D. certified copies of any ChangeOrders with respect to the Phase I11 Project Budget for approval pursu an t toSection 3.06 hereof.

3.06 Change Orders.Except as provided below, all Change Orders (and documentation substantiatingthe need an d identifymg the source of funding therefor) relating to material changesto the Project must be delivered by the respective Developer to D.P.D. concurrentlywith the progress reports described in Section 3.09 hereof; provided, that anyChange Orders that would authorize or cause any of the following to occur must besubmitted by the respective Developer to D.P.D. for D.P.D.'s prior written approval:(a)a reduction in the total square footage of a phase of the Project by more than fivepercent (5%) , (b) a change of the proposed uses of a phase of the Project, (c) an

increase in any Project Budget by more tha n ten percent (lo% ),or (d)an extensionin the construction schedule of any phase of more than six (6) months. NoDeveloper shal l authorize or permit the performance of any work relating to suc hChange Order or the furnishing of materials in connection therewith prior to thereceipt by such Developer of D.P.D.'s written approval. The Construction Contract,an d each contract between the General Contractor an d any subcontractor in excessof Five Hundred Thousand Dollars ($500,000) shall contain a provision to thiseffect. An approved Change Order shal l not be deemed to imply any obligation on


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the part of the City to increase the amount of Available Incremental Taxes orproceeds of any City Note or provide any other additional assistance to a Developer.

3.07 D.P.D. Approval.Any approval granted by D.P.D. of the Scope Drawings, Plans and Specificationsand the Change Orders is for the purposes of this Agreement only and does notaffect or constitute any approval required by any other City department or pursu antto any City ordinance, code, regulation or any other governmental approval, nordoes any approval by D.P.D. pursuant to this Agreement constitute approval of thequality, structura l soundness or safety of the Property or the Project.

3.08 Other Approvals.Any D.P.D. approval under th is Agreement shall have no effect upon, nor shall itoperate as a waiver of, the Developers' obligations to comply with the provisions ofSection 5.03 (Other Governmental Approvals) hereof. No Developer shall commenceconstruction of a phase of the Project until such Developer has obtained all

necessary permits an d approvals (including bu t not limited to D.P.D.'s approval ofthe Scope Drawings and Plans and Specifications)and, to the extent required, proofof the General Contractor's and each subcontractor's bonding.

3.09 Progress Reports And Survey Updates.Each Developer shall provide D.P.D. with written quarterly progress reportsdetailing the s ta tu s of the Project, including revised completion dates if necessary

(with any change in completion date being considered a Change Order, requiringD.P.D.'s written approval pu rsuant to Section 3.06). The Developer shall providethree (3)copies of an updated Survey to D.P.D. if the same is required by any lenderproviding Lender Financing, reflecting improvements made to the applicable portionof the Property.

3.10 Inspecting Agent Or Architect.An independent agent or architect (other han any Developer's architect) approvedby D.P.D. shall be selected to act as the inspecting agent or architect, at theDevelopers' expense, for the Project. D.P.D. hereby approves the inspectingarchi tect selected by the Master Developer's construction lender.


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REPORTS O F COMMITTEES

3.11 Barricades.Prior to commencing any construction requiring barricades, the Master Developershall install a construction barricade of a type and appearance satisfactory to theCity and constructed in compliance with all applicable federal, sta te or City laws,ordinances and regulations. D.P.D. retains the right to approve the maintenance,appearance, color scheme, painting, nature, type, content and design of allbarricades.

3.12 Signs And Public Relations.The Master Developer shall erect a s ign of size and style approved by the City in

a conspicuous location on the Property during the Project, indicating that financinghas been provided by the City. The City reserves the right to include the name,photograph, artistic rendering of the Project and other pertinent informationregarding the Developers, the Property and the Project in the City's promotionalliterature and communications.

3.13 Utility Connections.The Developers may connect all on-site water, sanitary, storm and sewer linesconstructed on th e Property to City utility lines existing on or near the perimeter ofthe Property, provided the Developers first comply with all City requirementsgoverning su ch connections, including the payment of customary fees an d costsrelated thereto.

3.14 Permit Fees.In connection with the Project, the Developers shall be obligated to pay only thosebuilding, permit, engineering, tap on and inspection fees tha t are assessed on auniform basis throughout the City of Chicago and are of general applicability toother property within the City of Chicago.

Sec t ion 4.Financing.

4.01 Total Project Cost And Sources Of Funds.The cost of the Project is estimated to be One Hundred Fifteen Million SevenHundred Ninety Thousand Three Hundred Forty-two Dollars ($1 15,7907342),o be


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applied in the manner se t forth in the Project Budgets. Suc h costs shall be fundedfrom the following sources:

City Funds $ 27,715,850" t #Equity(subject to Sections 4.03(b) and 4.06) 73,7 16,882Lender Financing

ESTIMATED TOTAL: $1 15,790,342

The Developers shall have the right to reallocate line items in the sources of fundsbetween the aforesaid Equity and Lender Financing, provided that the Developersshall, a t all times, have sufficient funds to complete construction of the Project andto advance all Project costs in connection therewith.

4.02 Developer Funds.Equity and/or Lender Financing shall be used to pay all costs for the Project,including but not limited to Redevelopment Project Costs and costs ofT.1.F.-FundedImprovements, other than costs of acquisition of the Property not to exceed FiveMillion Dollars ($5,000,000) which shall be paid from Incremental Taxes then ondeposit in the Wilson Yard T.I.F. Fund.

* Because only Five Million Dollars ($5,000,000) of the City Fund s will be paid prior to the i ssu anc eof the Phase I Certificate, su ch amou nt s over Five Million Dollars ($5 ,000 ,000) must be initiallyfinanced with additional Equity or Lender Financing.

f Because the maximum amount of environmental remediation costs are not known a t this time, themaximum amount of City Fun ds may increase above the curren t estimate in accordance withSection 4.03(a )below.# Prior to the Closing Date, the maximum principal amount of each of the City Notes may beadju sted a nd reallocated a s among the City Notes provided tha t the total maximum principalamount of the City Notes in the aggregate shall not exceed Twenty-two Million Seven HundredFifteen Thousand Eight Hundred Fifty Dollars ($22,715,850).


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4.03 City Funds.(a) Uses of City Funds. City Funds may be used to reimburse the Developers forcosts of, or to directly pay the costs of, T.1.F.-Funded Improvements only thatconstitute Redevelopment Project Costs. (Sub)ExhibitB sets forth, by line item, theT.1.F.-Funded Improvements for the Project, contingent upon receipt by the City ofdocumentation satisfactory in form and substance to D.P.D. evidencing such costand its eligibility as a Redevelopment Project Cost. The environmental remediationcosts set forth on (Sub)ExhibitB are a current estimate, but the actual total costsfor environmental remediation may exceed su ch estimate. The maximum amountof City Funds as se t forth in Section 2 shall be increased to the extent that theactual costs for environmental remediation of the Property exceeds the currentestimate, subject to the reasonable review and approval of any such increase by

D.P.D. and such excess amounts shall be paid on a pay-as-you-go basis fromIncremental Taxes available in the Wilson Yard T.I.F. Fund after current annualpayments of principal and interest then due on the City Notes have been made. Inaddition, the City Funds may be used to pay the costs of (i) nterest a s permitted bythe T.I.F. Act related to Lender Financing for the Phase I Improvements; (ii) anamoun t not to exceed Seventy-five Thousand Dollars ($75,000) annually a spermitted by the T.I.F. Act for job training, day care and other costs for residents ofthe Phase I1 Improvements a nd Phase I11 Improvements; and (iii) annual paymentsfor costs related to the acquisition of an interest in the Excess Parking Property tothe extent permitted by the T.I.F. Act in the determination of the CorporationCounsel; provided, however, that su ch additional funds shall be paid on a pay-as-you-go basis from Available Incremental Taxes after current annual payments ofprincipal and interest then due on the City Notes have been made. Notwithstandingthe obligation to reimburse the Master Developer on a pay-as-you-go basis as setforth in this Section 4.03(a), he maximum amount of City Funds shall be reducedon a Seventy-five cents ($0.75) for One Dollar ($1.00) basis to the extent that theactual costs of the Phase I Improvements (excluding the costs of the Phase IImprovements comprising the Anchor Site End Users portion of the Property) areless than the budgeted costs of such Phase I Improvements as set forth in theProject Budget.(b) Sources of City Funds. Subject to the terms and conditions of the City Notesan d this Agreement, including bu t not limited to this Section 4.03 an d Section 5

hereof, the City hereby agrees to: (i) pay Five Million Dollars ($5,000,000) fromIncremental Taxes to pay for T.1.F.-Funded Improvements, including withoutlimitation the acquisition of the Azusa Property and a portion of the costs ofacquisition of the C.T.A. Property; (ii) ssue the City Note Number 1 to reimburse theMaster Developer for the costs of the T.1.F.-Funded Improvements incurred by theMaster Developer; (iii) issue the City Note Number 2 and City Note Number3 toreimburse the General Partner for the costs of the T.1.F.-Funded Improvementsincurred by the General Partner for Phase I1 Improvements; and (iv) issue the City


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Note Number 4 to reimburse the Senior Developer for the costs of the T.1.F.-FundedImprovements incurred by the Senior Developer for Phase 111Improvements; all suchpaid and reimbursed costs to be collectively deemed the "City Funds" hereunder;provided, however, that the total amount of City Funds including those evidencedby the City Notes and available for T.1.F.-Funded Improvements plus the initial FiveMillion Dollars ($5,000,000) shall be an amount not to exceed the lesser of Twenty-seven Million Seven Hundred Fifteen Thousand Eight Hundred Fifty Dollars($27,715,850) (except to the extent such amount is reduced as provided in Section3.02(a)(ii)by virtue of the City's advancing in excess of Five Million Dollars($5,000,000) n Incremental Taxes for T.1.F.-Funded Improvements) or twenty-threeand thirty-seven hundredths percent (23.37%)of the actual total Project costs (the"Maximum Reimbursement Amount"),plus interest. Notwithstanding the foregoing,the Maximum Reimbursement Amount shall be increased (and not limited by theformula se t forth in th e preceding sentence) on a pay-as-you-go basis only (i.e., notincluded in the City Notes) for increased environmental remediation costs,construction inte rest for the Phase I Improvements and the job training, day careand related costs for the residents of the Phase I1 Improvements and Phase 111Improvements as set forth in Section 4.03(a ), but su ch pay-as-you-goreimbursements shall be subject to reduction to the extent set forth in the lastsentence of Section 4.03(a)above.

All Available IncrementalTaxes shall be irrevocably pledged to payments under theCity Notes. Subject to Section 3 .02(a)(ii ), ayments of the Available IncrementalTaxes as aforesaid shall be applied (i) first, to pay accrued interest due and owingunder the City Notes; (ii)second, to reduce the principal amount of the City Notes.Accrued but unpaid amounts due hereunder in any year shall carry over and bepaid from Available Incremental Taxes which are collected in the following orsubsequent year(s). Nonpayment of principal or interest on a City Note due to theinsufficiency of Available Incremental Taxes shall not be deemed an event of defaultthereunder. In addition, Available Incremental Taxes shall be used to pay the costsof other T.1.F.-Funded Improvements as set forth herein . The City's obligation toreimburse or pay to the Developers as aforesaid shall terminate on the earlier tooccur of (i)payment to Developers of the Maximum Reimbursement Amount (as hesam e may be increased as herein provided), (ii) he termination or expiration of thisAgreement or (iii)as provided in Section 15.02. Nothing in this paragraph shal lobligate the City to reimburse the Developers in an amount greater than theMaximum Reimbursement Amount, plus interest and , plus the additional "pay-as-you-go" amounts set forth in Section 4.03(a).

Pursuant to the terms of the City Notes, interest accrued on the outstandingprincipal balance from time to time of the City Notes is payable from AvailableIncremental Taxes on March 1of each year. The City acknowledges and agrees thatall interest payable on each City Note prior to issuance of the related Certificate (orthe fourth (4th)nniversary of the Closing Date, if earlier) shall be deposited in the


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Escrow Account established an d maintained pu rsuant to the Pledge Agreement, an dapplied and disburse d as se t forth therein.

(c) T.I.F. Bonds. The Commissioner of D.P.D. and th e Comptroller may decide torecommend th at th e City Council approve prior to the fifth (5th)nniversary of theClosing Date a T.I.F. Bond Ordinance authorizing th e issuanc e of T.I.F. Bonds. Indeciding whether or no t to make su ch recommendation, the City's Comptroller an dthe Commissioner of D.P.D., in consultation with the City's underwriter, shallconsider t he following: (i) he availability of a sufficient market for the T.I.F. Bonds;(ii) a determination that t he T.I.F. Bonds would bear interest a t a rate no higherth an the interest r ate o n any of the City Notes, (iii)a determination tha t the marketwill not require reserve accou nts or debt service coverage levels higher tha n thosegenerally established by the City for municipal revenue obligations such as taxincrement financing revenue bonds, an d (iv) that the issuance of the T.I.F. Bondswill not adversely affect the City's bond rating. The Developer will cooperate withth e City in th e issuance of T.I.F. Bonds, as provided in Section 8.05 hereof. To theexten t T.I.F. Bonds (ora portion thereof) are used , am ong other things, to retire CityNote Number 2 and City Note Number 3, su ch T.I.F. Bonds shall be taxableins truments . T.I.F. Bonds shall not be used to retire any of the City Notes for a"lock out" period of eighteen (18) months following th e date of th is Agreement.

4.04 Payment Form.A Developer shal l deliver to th e City, on or before the ten th (loth) f each monthfollowing the Closing Date, a Payment Form substantially in the form of

(Sub)ExhibitH attached hereto or as otherwise acceptable to D.P.D., together withthe docum entation described therein. Not later th an the twenty-fifth (25th) f eachmo nth after Developer's submission of a Payment Form, D.P.D. will either approveth e Payment Form or notify suc h Developer tha t th e Payment Form h as not beenapproved, giving specific reason s as to how it does not comply with thi s Agreement.Upon the City's request, a Developer will provide any additional documentationnecessary for the City's approval of the Payment Form.

4.05 Treatment Of Prior Expenditu res And Subsequent Disbursements .(a) Prior Expenditures . Only those expenditures made by a Developer with

respect to s uch Developer's respective phase of th e Project prior to th e Closing Date,evidenced by documentation reasonably satisfactory to D.P.D. and approved byD.P.D. as satisfymg costs covered in the Project Budgets, shall be consideredpreviously contributed Equity or Lender Financing hereunder (the "PriorExpenditures"). (Sub)Exhibit L sets forth the Prior Expenditures approved byD P.D.. Prior Expendi tures made for items o ther th an T.I. F. -Funded Improvements


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shall not be reimbursed to the Developer, but shall reduce the amount of Equityand /o r Lender Financing required to be contributed by the Developerspu rsuant to Section 4.01 hereof. The amount of any approved Prior Expendituresconstituting T.1.F.-Funded Improvements shall be deemed to be a disbursementunder the respective City Note in accordance with Section 5.17 hereof and theamount of the outs tanding principal balance of the respective City Note shall beincreased by the amount of such Prior Expenditures (subject o the limitation in thepenultimate paragraph of Section 5.17), which shall be supported by an approvedPayment Form. The City may disburse a n amount not to exceed Five Million Dollars($5,000,000)pursua nt to Sections 3.02(a) ii)an d 3.03(a)(ii) n connection with theacquisition of the Azusa Property and the C.T.A. Property, and any disbursement inexcess of su ch amount will reduce the maximum principal amount of the City NoteNumber 1 by suc h excess amount.

(b) Allocation Among Line Items. Disbursements for expenditures related to lineitems for T.1.F.-Funded Improvements may be transferred and reallocated withoutD.P.D. consent between and among other line items for expenditures related toother T.1.F.-Funded Improvements. The Developers may transfer and re-allocatecosts and expenses as described in the Project Budgets from one line item toanother, without the prior written consent of D.P.D.; provided, however, that suchtransfers and re-allocations among line items, sha ll be in an aggregate amount notto exceed the Maximum Reimbursement Amount ( as the same may be increasedpursuant to Section 4.03).

4.06 Cost Overruns.If the aggregate cost of the T.1.F.-Funded Improvements exceeds City Fundsavailable pur suant to Section 4.03 hereof, the Developers shall be solely responsiblefor su ch excess cos ts, and shall hold th e City harmless from any and all costs andexpenses of completing the T.1.F.-Funded Improvements in excess of City Funds.

4.07 Pledge Of City Notes.The Developers may pledge the City Notes as security for a loan to fund a portion

of the costs of the Project, subject to the following conditions precedent:(a) the prior written consent of D.P.D. shall be obtained;(b) the conditions in Section 5.17 hereof have been fulfilled;(c) the proceeds of any such loan are disbursed through the Escrow to fundT.1.F.-Funded Improvements;


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(d) th e holder of any City Note shall provide to the City evidence that suchholder is a "sophisticated investor" unde r applicable st ate and federal securitieslaws; an d(e) the holder of th e City Note shall deliver to the City a completed and executedforrn of Anti-Scofflaw Affidavit an d otherwise shall not be in breach or violation ofapplicable City ordinances.

Section 5.Conditions Precedent/Subsequent.

The following conditions shal l be complied with to the City's satisfaction within thetime periods se t forth below o r, if no time period is specified, prior to the ClosingDate:5.01 Project Budgets.

The Developers shall have submitted to D.P.D., and D.P.D. shall have approved,Project Budgets in accordance with t he provisions of Section 3.05 hereof.

5.02 Scope Drawings And Plans And Specifications.The Master Developer shall have submitted to D.P.D., and D.P.D. shall haveapproved, the scope of work applicable to the Phase I Improvements. Inaccordance with the provisions of Section 3.04 hereof, th e Developers sha ll submitto D.P.D. the Plans and Specifications for the Phase I1 Improvements and th ePhase I11 Improvements when they become available.

5.03 0 her Governmental Approvals.Not less t han five (5) days prior to the i ssuance and delivery of a City Note, the

Developers shall submit to D.P.D. evidence of all other necessary approvals an dpermits required by any state, federal, or local statute, ordinance or regulationwhich it h as obtained a s of the Closing Date.

5.04 Financing.The Developers sha ll have furnished proof reasonably acceptable to the City tha t


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the Developers (or heir respective partners /shareholders) have Equity and LenderFinancing in the amounts required to complete the Phase I Improvements andotherwise satisfy their obligations under th is Agreement with respect thereto. Priorto the commencement of the Phase I1 Improvements and the Phase I11Improvements, respectively, the Developers thereof shall furn ish proof reasonablyacceptable to the City of sufficient Equity and Lender Financing in the amountsrequired to complete said Phases and otherwise satisfy their obligations under thisAgreement with respect thereto. If a portion of such funds consists of LenderFinancing, the Developers shall have furnished proof as of the Closing Date tha tthe proceeds thereof are available to be drawn upon by the Developers as neededand are sufficient (along with the Equity set forth in Section 4.0 1) o complete theProject. The Developers have delivered to D.P.D. a copy of the Escrow Agreement.Any liens against the Property in existence at the Closing Date have beensubordinated to certain encumbrances of the City set forth herein pursuan t to aSubordination Agreement, in a form acceptable to the City, executed on or priorto th e Closing Date, which is to be recorded, a t the expense of the Developers, withthe Office of the Recorder of Deeds of Cook County.

5.05 Acquisition And Title.On the Closing Date, the Developers shall furnish the City with a copy of theTitle Policy for the Property, certified by the Title company, showing theDevelopers as the named insured with respect to the Property. The Title Policy

shall be dated as of the Closing Date and shall contain only those title exceptionslisted as Permitted Liens on (Sub)Exhibit hereto and shall evidence the recordingof this Agreement pursuant to the provisions of Section 8.18 hereof. TheDevelopers shall provide to D.P.D., prior to the Closing Date, documentationrelated to the purchase or lease of the various portions of the Property andcertified copies of all easements and encumbrances of record with respect to theProperty not addressed, to D.P.D.'s satisfaction, by the Title Policy and anyendorsements thereto.

5.06 Evidence Of Clean Title.Not less th an five (5)business days prior to the Closing Date, the Developers, attheir own expense, shall have provided the City with current searches under thenames of Master Developer, L.I.H.T.C. Developer, General Partner, Peter Holstenand as follows:Secretary of State UCC searchSecretary of State Federal tax search


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Cook County Recorder UCC searchCook County RecorderCook County Recorder

Fixtures searchFederal tax search

Cook County Recorder State tax searchCook County Recorder Memoranda of judgments searchUnited States District Court Pending su its and judgmentsClerk of Circuit Court,

Cook County Pending sui ts and judgments

showing no liens agains t suc h entities or persons, the Property or any fixtures nowor hereafter affixed thereto, except for the Permitted Liens.

5.07 Surveys.Not less than five (5) business days prior to the Closing Date, the MasterDeveloper shall have furnished the City with three (3)copies of the Survey.

5.08 Insurance.The Developers, at their own expense, shall have insured the Property inaccordance with Section 12 hereof. At least five (5) business days prior to theClosing Date, certificates required pursuan t to Section 12 hereof evidencing therequired coverages shal l have been delivered to D.P.D.

5.09 Opinion Of The Developers' Counsel.On the Closing Date, the Developers shall furn ish the City with opinions of theirrespective counsel, substantia lly in the form attached hereto as (Sub)ExhibitM ,with su ch changes as may be required by or acceptable to Corporation Counsel.

5.10 Evidence Of Prior Expenditures.Not less tha n twenty (20)business days prior to the Closing Date, the Developers


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shall have provided evidence satisfactory to D.P.D. in its sole discretion of the PriorExpenditures in accordance with the provisions of Section 4.05(a)hereof.

5.1 1 Financial Statements.Not less than thirty (30)days prior to the Closing Date, the Developers shall haveprovided Financial Statements to D.P.D. for its most recent three (3) iscal years,and audited or unaudited interim financial statements.

5.12 Documentation.

The Developers shall have provided documentation to D.P.D., satisfactory inform and substance to D.P.D., with respect to current employment matters.

5.13 Environmental.Not less than thir ty (30)days prior to the Closing Date, the Developers shall haveprovided D.P.D. with copies of tha t certain phase I environmental audit completedwith respect to the Property, along with evidence that the costs of addressingremediation issues raised therein have been included in the Phase I ProjectBudget. Based on the City's review thereof, the City may, in its sole discretion,require the completion of a Phase I1 Environmental Audit with respect to the

Property prior to the Closing Date. If , in the City's reasonable view, such auditsreveal the existence of material environmental problems, the redress of which havenot been covered in the Project Budget, the City may require additional assurancesevidencing the Developer's ability to remediate su ch problems and complete theProject before the City approves the payment of any additional City Funds. Priorto the Closing Date, the Developers shall provide the City with a letter from theenvironmental engineer(s) who completed such aud it(s),authorizing the City torely on suc h audits.

5.14 Corporate Documents.Each Developer shall provide a copy of its Articles of Organization or Articles ofIncorporation containing the original certification of the Secretary of State ofIllinois; a certificate of good standing or existence from the Secretary of State ofIllinois and all other sta tes in which such Developer is qualified to do business ;a general partner's certificate or corporate resolutions in such form and subs tanceas the Corporation Counsel may reasonably require; a copy of the Developer'slimited partnership agreement and such other organizational and authoritydocumentation as the City may reasonably request for the Developer or its owners.Each Developer and all owners of each Developer have provided to the City an


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Economic Disclosure Statement, in the City's then cur ren t form, dated a s of theClosing Date.5.15 Litigation.

Each Developer shal l provide to Corporation Counsel an d D.P.D., a t least ten(10) bus iness days prior to the Closing Date, a