JOURNAL of the PROCEEDINGS of the CITY COUNCIL of the CITY of CHICAGO, ILLINOIS

(Published by the Authority of the City CouncU of the City of Chicago)

COPY

Regular Meeting - Wednesday, October 2, 2002

at 10:00 A.M.

(Council Chambers — City Hall — Chicago, Illinois)

OFFICIAL RECORD.

VOLUME I

RICHARD M. DALEY JAMES J. LASKI Mayor City Clerk JOURNAL OF THE PROCEEDINGS OF THE CITY COUNCIL Regular Meeting — Wednesday, October 2, 2002

TABLE OF CONTENTS

Page

Communications From City Officers 93630

Reports Of Committees 93682

Committee On Finance 93682

Committee On Budget 94466

Committee On Buildings 94488

Committee On Committees, Rules And Ethics 94514

Committee On Education 94516

Committee On Historical Landmarks 94518

Committee On Housing And Real Estate 94522

Committee On Human Relations 94555

Committee On License And Consumer Protection 94559

Committee On Parks And Recreation 94585

Committee On Pohce And Fire 94586

Committee On Special Events And Cultural Affairs 94589

Committee On Traffic 94604

Committee On Transportation And Public Way 94652

Committee On Zoning 94783 JOURNAL OF THE PROCEEDINGS OF THE CITY COUNCIL Regular Meeting — Wednesday, October 2, 2002

Page

Joint Committee 94889 Committee On Finance Committee On Human Relations

Joint Committee 94895 Committee On Energy Committee On Health

Agreed Calendar 94901

New Business Presented By Aldermen 95050

Traffic Regulations, Traffic Signs, Etc 95051

Zoning Ordinance Amendments 95104

Claims 95111

Unclassified Matters 95116

Free Permits, License Fee Exemptions, Etc 95177

Approval Of The Journal 95183

Unfinished Business . 95184

Miscellaneous Business 95184 10/2/2002 COMMUNICATIONS, ETC. 93629

Attendance At Meeting.

Present — The Honorable Richard M. Daley, Mayor, and Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Bumett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone.

Absent — Aldermen Rugai, M. Smith.

Call To Order.

On Wednesday, October 2, 2002 at 10:00 A.M., The Honorable Richard M. Daley, Mayor, called the City Council to order. The Honorable James J. Laski, City Clerk, called the roll of members and it was found that there were present at that time: Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Beavers, Beale, Pope, Balcer, Olivo, Burke, T. Thomas, L. Thomas, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matiak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Schulter, Moore, Stone — 42.

Quorum present.

At this point in the proceedings. The Honorable Richard M. Daley, Mayor, informed the City Council that Alderman Rugai was absent because of illness and Alderman M. Smith was absent due to a medical emergency.

Pledge Of Allegiance.

Alderman Hemsen led the City Council and assembled guests in the Pledge of Allegiance to the Flag of the United States of America. 93630 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Invocation.

Reverend Jozo Grbes, Pastor of Saint Jerome's church, opened the meeting with prayer.

REPORTS AND COMMUNICATIONS FROM CITY OFFICERS.

Rules Suspended - TRIBUTE TO LATE HONORABLE ROMAN C. PUCINSKI.

The Honorable Richard M. Daley, Mayor, presented the following communication:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - I transmit here-with a resolution honoring the memory of Roman I\icinski.

Your favorable consideration of this resolution will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor. 10/2/2002 COMMUNICATIONS, ETC. 93631

Alderman Burke moved to Suspend the Rules Temporarily to permit immediate consideration ofand action upon the said proposed resolution. The motion Prevailed.

The following is said proposed resolution:

WHEREAS, Almighty God, in His infinite wisdom and mercy, called Roman C Pucinski from this life to his eternal reward on September 25, 2002, at the age of eighty-three; and

WHEREAS, Roman Pucinski was born in Chicago and devoted his life to serving the city and its people. His family's struggle with poverty during the Great Depression ofthe 1930s endowed him with a superb work ethic, a sympathy for the disadvantaged and a desire to help others; and

WHEREAS, At the age of twenty, while still a college student, Mr. Pucinski became a reporter for the Chicago Times, predecessor of the Chicago Sun-Times newspaper, and distinguished himself in that role for two decades; and

WHEREAS, Mr. Pucinski interrupted his journalism career to answer his nation's call in World War II. He enlisted in the Army Air Corps, requested combat duty, became lead bombardier in the first American air raid on Tokyo and flew in a total of fifty bombing raids over Japan; and

WHEREAS, He retumed to Chicago and journalism after the war, but once again was called to serve in 1952, working for one year as chief investigator for a Congressional committee examining the massacre of fourteen thousand Polish military officers at the hands of the Soviet army in the Katjn Forest during World War II; and

WHEREAS, His distinguished military and governmental service, and his newspaper by-line, made Mr. Pucinski a leader of Chicago's large Polish community. His prominence and his desire to serve others eventually led him to the political arena and a campaign for public office. In 1958, in his second attempt, he won election to the United States Congress, representing the far northwest side of Chicago; and

WHEREAS, In the Congress, Representative Pucinski again distinguished himself, eaming recognition for his diligence, for his hard work and for achieving passage of aviation safety laws as well as increased federal funding for public education; and

WHEREAS, After seven terms in Congress, Representative Pucinski unsuccessfully sought election to the United States Senate in 1972. Rather than withdraw from 93632 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

public life, he sought a vacant seat in the City Council and was elected Alderman ofthe 4P' Ward in June, 1973. He was re-elected in 1975, 1979, 1983 and 1987; and

WHEREAS, During his eighteen years of service in the City Council, Alderman Pucinski chaired the Committee on Intergovemmental Relations, was vice-chairman of the Committee on Human Services and, at various times, was a member of the Committee on Finance, the Committee on Environmental Control, the Committee on Committees and Rules, the Committee on Aviation, the Committee on Housing, the Committee on Veterans' Affairs, the Committee on Buildings and Zoning, the Committee on Education, the Committee on Police, Fire and Municipal Institutions and others; and

WHEREAS, Throughout his tenure in the City Council, Alderman Pucinski eamed the respect, admiration and affection of his colleagues for his dedication to his constituents, his persistence and his friendly spirit; and

WHEREAS, Twice widowed, Roman Pucinski is survived by his daughter, Aurelia; his son, Christopher; his brother, Wesley; his sister, Halina Pawl emd three grandchildren, Rebecca, Elizabeth Anne and James C Keithley; now, therefore.

Be It Resolved, That we, the Mayor and members of the City Council of the City of Chicago, assembled this second day of October, 2002, do hereby honor the life and memory of our friend and former colleague, Roman C Pucinski, and we mourn his passing from our midst; and

Be It Furiher Resolved, That we share the sorrow of his family and many friends, and extend our heartfelt condolences on their loss; and

Be It Furiher Resolved, That suitable copies ofthis resolution be presented to the Pucinski family as a sign of our sjonpathy and kind wishes.

On motion of Alderman Burke, seconded by Aldermen Tillman, E. Smith, \A(ojcik, Suarez, Mell, Banks, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Schulter, Moore and Stone, the foregoing proposed resolution was Adopted by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillmem, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matiak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48. 10/2/2002 COMMUNICATIONS, ETC. 93633

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

At this point in the proceedings. The Honorable Richard M. Daley, Mayor, rose to offer the prayers of his own family and the condolences ofthe people of Chicago to the family of The Honorable Roman C Pucinski. Mayor Daley remembered Mr. Pucinski as a person who throughout his life, whether in the public or private realm, not only worked tirelessly on behalf of others but did so with such friendliness of spirit that he was respected and admired by all who knew him. Mayor Daley then left the Mayor's rostrum and strode to the Commissioners' gallery where he presented a parchment copy ofthe memorial resolution to the family of The Honorable Roman C Pucinski.

Rules Suspended - FIELD TRAINING OFFICER GEORGE L. CANCEL AND POLICE OFFICER JOHN J. MORIARTY HONORED FOR HEROISM AND LIFE-SAVING RESCUE.

The Honorable Richard M. Daley, Mayor, presented the following communication:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - I transmit herewith a resolution conceming the Chicago Police Department.

Your favorable consideration of this resolution will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor. 93634 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Alderman Burke moved to Suspend the Rules Temporarily to permit immediate consideration ofand action upon the said proposed resolution. The motion Prevailed.

The following is said proposed resolution:

WHEREAS, On August 24, 2002, the Chicago Police Department received a report that an infant apparently had been left unattended in a parked car; and

WHEREAS, Field Training Officer George L. Cancel (Star Number 6158) and Pohce Officer John J. Moriarty (Star Number 13173) responded quickly to the call, which directed them to an automobile parked on the 1100 block of North Paulina Street; and

WHEREAS, Inside the vehicle. Officers Cancel and Moriarty observed an infant, who appeared to be no older than one month, alone in a car seat, apparently unconscious; and

WHEREAS, Finding the automobile locked, and knowing that they needed to act quickly, but not wanting to break the window for fear of hurting the child, the officers forced down the car window enough to enable them to reach into the car and unlock it; and

WHEREAS, Upon opening the door a rush of hot air, estimated at over one hundred degrees poured from the car's interior; and

WHEREAS, Unable to unbuckle the seat belt, the officers then cut the strap on the car seat in order to free the infant from the car; and

WHEREAS, Fearing that the baby, who was very warm to the touch and was foaming at the mouth, would go into shock if taken directly into an air conditioned patrol car, the officers moved the baby into an area of shade while they awedted the arrival of the paramedics; and

WHEREAS, Upon arrival, the paramedics applied an oxygen mask to the infant and took him to Children's Memorial Hospital, where he was successfully treated; and

WHEREAS, After a search of the area, the father of the baby was located and charged •with endangering the life of a child; and

WHEREAS, The swift and adroit actions of Officers Cancel and Moriarty avoided a tragedy and saved the life of a young infant; now, therefore.

Be It Resolved, That we, the Mayor and members ofthe City Council ofthe City 10/2/2002 COMMUNICATIONS, ETC. 93635

of Chicago, assembled this second day of October, 2002, do hereby honor Field Training Officer George L. Cancel and Police Officer John J. Moriarty for their heroism and quick thinking in their rescue of a baby; and

Be It Furiher Resolved, That suitable copies of this resolution be presented to Officers Cancel and Moriarty and placed in their personnel records, as a token of our esteem and gratitude.

On motion of Alderman Burke, seconded by Aldermen Gremato, Ocasio and Carothers, the foregoing proposed resolution was Adopted by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Colemem, L. Thomas, Murphy, Troutman, DeViUe, Munoz, Zaiewski, Chandler, Sohs, Ocasio, Bumett, E. Smith, Carothers, Wojcik, Suetrez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

At this point in the proceedings. The Honorable Richard M. Daley, Mayor, rose and on behalfofthe people ofChicago, extended congratulations and appreciation to Field Training Officer George L. Cancel and Pohce Officer John J. Moriarty for their heroic, life-saving rescue of an infant. After citing the officers' actions as representative of the daily, though too often unrecognized, acts of heroism by police officers. Mayor Daley decryed the abdication of parental responsibility which necessitated such heroism. Mayor Daley then invited to the Mayor's rostrum Field Training Officer George L. Cancel and Police Officer John J. Moriarty where he expressed his personal thanks to the officers and presented each with a parchment copy of the congratulatory resolution.

Rules Suspended - MEMBERS OF FIRE DEPARTMENT ENGINE COMPANY 19, TRUCK 11 AND SQUAD 1 HONORED FOR HEROISM AND LIFE-SAVING RESCUE.

The Honorable Fdchard M. Daley, Mayor, presented the following communication: 93636 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - I transmit herewith a congratulatory resolution conceming the Chicago Fire Department.

Your favorable consideration of this resolution will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Alderman Burke moved to Suspend the Rules Temporarily to permit immediate consideration ofand action upon the said proposed resolution. The motion Prevailed.

The following is said proposed resolution:

WHEREAS , On August 8, 2002, Engine 19 and Tmck 11 of the Chicago Fire Department were called to an incinerator fire in a high-rise building at 540 East 36* Street; and

WHEREAS, The first arriving truck company on the scene. Truck 11, observed heavy smoke pouring out ofthe windows on the fifth, sixth and seventh floors ofthe building; and

WHEREAS, Seconds after their arrival, the crew of Truck 11 noticed residents hanging out of a seventh floor window and a frantic man screaming for someone to catch his children; and

WHEREAS, Knowing the potential seriousness ofthis situation and that people were still inside their apartments, Lieutenant Kurt Janus of Truck 11 requested a full still alarm, which brought additional help to the scene; and 10/2/2002 COMMUNICATIONS, ETC. 93637

WHEREAS, Lieutenant Janus immediately ordered that an aerial ladder be raised to the seventh floor window and that other company members enter the seventh floor from the interior of the building; and

WHEREAS, Thanks to the skill and professionalism shown by the crew of Truck 11, four people were removed safely down Truck 11 's aerial ladder; and

WHEREAS, The crew of Engine 19 went to work extinguishing the fire while other members of the company searched the floor for victims; and

WHEREAS, As the rescues were underway, the conditions grew worse, with heavy smoke, zero visibility and high heat; and

WHEREAS, Despite the dangerous and oppressive conditions, the fire companies persisted with their rescue efforts and a search of the building, for they knew that a number of people were still inside and needed help getting out; and

WHEREAS, While the interior search was underway on the seventh floor. Squad 1 arrived and assisted with the search of the stxth floor, looking for more residents while other fire companies assisted in the evacuation; and

WHEREAS, Working under extremely hazardous and difficult conditions with near-zero visibility, the other companies were able to successfully rescue more than forty people safely from the building through interior stairwells; and

WHEREAS, In addition to assisting with evacuations, members of Advanced Life Support Engine 19 began emergency medical care to the injured residents before they were transported in an ambulance to a nearby hospital; and

WHEREAS, Through the courage, teamwork and quick action shown by members of Truck 11, Engine 19 and Squad 1, all residents were safely evacuated from the burning building with minimal injury and without loss of life; and

WHEREAS, These Chicago Fire Department personnel showed valor and resolve under fiercely adverse conditions, in the highest tradition of the Chicago Fire Department; now, therefore.

Be It Resolved, That we, the Mayor and members ofthe City Council ofthe City of Chicago, assembled this second day ofOctober, 2002, do hereby honor:

Members of Squad 1:

Lieutenant Thomas Tragos

Fire Fighter Thomas Dati 93638 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Fire Fighter/Emergency Medical Technician Brandon Dyer

Fire Fighter/Emergency Medical Technician BUly Latham

Fire Fighter Manuel Soto

Fire Fighter Daniel Truesdale

Members of Triick 11:

Lieutenant Kurt Janus

Fire Fighter Robert Reilly

Fire Fighter/Emergency Medical Technician Joseph Vidinich

Fire Fighter Jimmie Slaughter

Fire Fighter George Korzen

Members of Engine 19:

Lieutenant Rodney Herring

Fire Fighter/Paramedic Kevin Forney

Fire Fighter/Emergency Medical Technician Mark Matcha

Fire Fighter Kevin Prochot

Engineer Robert Bailey

who have served the Chicago Fire Department and the citizens of Chicago with honor and have earned the respect and acknowledgment of all in attendance here today; and

Be It Furiher Resolved, That a suitable copy of this resolution be presented to these members ofthe Chicago Fire Department and placed on permanent record in their personnel files, as a token of our esteem. 10/2/2002 COMMUNICATIONS, ETC. 93639

On motion of Alderman Burke, seconded by Alderman Carothers, the foregoing proposed resolution was Adopted by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, TUlman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutmem, DeVUle, Munoz, Zaiewski, Chemdler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natetrus, Daley, Hansen, Levetr, Shiller, Schulter, Moore, Stone — 48. >

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

At this point in the proceedings. The Honorable Richard M. Daley, Mayor, rose and on behalf of the people of Chicago, expressed gratitude and appreciation to the members of Squad 1, Tmck 11 and Engine 19 for their heroic, life-saving rescues. Lauding the fire fighters for their skUl, professionalism and valor. Mayor Daley declared them representative of the professionalism and dedication of the Chicago Fire Department. Mayor Daley then invited the fire fighters to the Mayor's rostrum where he extended his personal thanks and presented each with a parchment copy ofthe congratulatory resolution.

Rules Suspended - CONGRATULATIONS EXTENDED TO 2002 GRADUATES OF YOUTH CONNECTION CHARTER SCHOOL.

The Honorable Richard M. Daley, Mayor, presented the follo-wing communication:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago: 93640 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

LADIES AND GENTLEMEN - I transmit herevrith a resolution conceming the Youth Connection Charter School.

Your favorable consideration ofthis resolution will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Alderman Burke moved to Suspend the Rules Temporarily to permit immediate consideration ofand action upon the said proposed resolution. The motion Prevailed.

The following is said proposed resolution:

WHEREAS, The mission ofthe Youth Connection Charter School (Y.C.C.S.) is to advocate, develop and provide world-class education to high school dropouts in partnership with the edtemative high school community; and

WHEREAS, Y.C.C.S. believes that all students can achieve excellence in a challenging educational environment that stimulates interests, challenges energies and develops abilities to the fullest potential; and

WHEREAS, The only public charter school in the City ofChicago with twenty-four campuses serving students who have dropped out of school, Y.C.C.S. prepares its students for quality life experiences, graduation, vocational and post-secondary education and ultimately emplojonent; and

WHEREAS, Since Y.CCS.'s creation in 1997, over two thousand four hundred of its students have eamed a high school diploma or G.E.D. and seventy percent ofits graduates have gone on to post-secondary education or emplojonent; and

WHEREAS, This year, ofthe seven hundred forty-seven students in Y.CCS.'s June, 2002 graduating class, the organization is honoring eleven students who have shown exemplary academic performance and significant improvements in reading and mathematics, and who are now working and/or continuing with post secondary education plans; and

WHEREAS, These students have overcome significant personal, environmental and societal obstacles and are good examples of what young people can accomplish 10/2/2002 COMMUNICATIONS, ETC. 93641

when given a second chemce and support from a caring adult community; now, therefore.

Be It Resolved, That we, the Mayor and members ofthe City Council ofthe City ofChicago, assembled this second day ofOctober, 2002, do hereby congratulate the following June, 2002 graduates ofthe Youth Connection Charter School for their hard work and outstanding achievements: Llaina Aldaco, Association House High School; Annette Bell, Career Works High School; Prince Burrell, Bronzeville Blue Gargoyle Academy; Ebonnie Chatman, Austin Career Academy; Juan Delgadillo, West Town Academy; Candice Dishmon, Bronzeville Blue Gargoyle Academy; Koretta Hayden, West Town Academy; Brian Lagrone, Latino Youth; Felipe Lopez, Association House High School; Rhane McHenry, McKinley South High School and Jose Vergil, Career Work High School; and

Be It Furiher Resolved, That suitable copies ofthis resolution be presented to the above-named graduates of the Youth Connection Charter School as a token of our esteem and good wishes.

On motion of Alderman Burke, seconded by Aldermen Beavers, L. Thomas, Solis, Ocasio, Bumett, E. Smith, Carothers, Wojcik, Suarez, Colom, Mitts and O'Connor, the foregoing proposed resolution was Adopted by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Bumett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natetrus, Daley, Hansen, Levar, ShUler, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

At this point in the proceedings. The Honorable Richard M. Daley, Mayor, rose and on behalf of the people of Chicago, thanked the Board of Directors, Principal and teachers of the Youth Connection Charter School for their commitment to students who had dropped out of school. Society must "never give up on anyone" Mayor Daley declared and exhorted the eleven honorees to remember and assist those students who yet sought to negotiate the path traveled so well by the honorees. Mayor Daley then extended his personed congratulations to the eleven honorees from the 2002 93642 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

graduating class of the Youth Connection Charter School and invited them to the Mayor's rostrum where he presented each with a parchment copy of the congratulatory resolution.

Rules Suspended - COMMEMORATION OF ONE HUNDREDTH ANNIVERSARY OF ENGINE COMPANY NUMBER 98 FIREHOUSE.

Alderman Natarus moved to Suspend the Rules Temporarily for the purpose of going out of the regular order of business for immediate consideration of and action upon a proposed resolution. The motion Prevailed.

The following is said proposed resolution:

WHEREAS, A firehouse began construction in 1902 and was opened on October 31, 1904 at 202 East Chicago Avenue; and

WHEREAS, Since 1904 it has been occupied by Engine Company Number 98 and is now the fifth oldest active firehouse in the City of Chicago; and

WHEREAS, Engine Company Number 98 Firehouse was built at an extravagant cost of nearly Twenty Thousand Dollars, of which Ten Thousand Dollars was donated by Potter Palmer; and

WHEREAS, The Victorian Gothic style firehouse was designed by City Architect E. F. Hermann to complement the Water Tower Pumping Station, and features Bedford limestone exterior walls, leaded stained glass transoms above the windows, two ofthe original four firemen's brass poles, antique-stained oak lockers and other features for which it received landmark status in 1981, the only Chicago firehouse with this designation; and

WHEREAS, Engine Company Number 98 Firehouse, from 1904 to 1964, served as a living quarter for various high ranking chiefs and featured a fireplace with a marble and beveled mirror in the sitting room; and 10/2/2002 COMMUNICATIONS, ETC. 93643

WHEREAS, Lieutenant Edmond Coglianese, an officer of Engine Company Number 98 who proudly served the Chicago Fire Department and who lost his life in service to the community on January 26, 1986; and

WHEREAS, Courage in the face of danger is a tradition of the Chicago Fire Depetrtment, which has been reflected over the last century and continues today to all the officers and members assigned to Engine Company Number 98; and

WHEREAS, Engine Company Number 98 Firehouse will host a centennial celebration on Saturday, November 2, 2002, from 1:00 P.M. to 6:00 P.M. co-chaired by Deputy District Chief Edmund J. Enright, former captain. Engine Company Number 98 and Captain James L. Thompson, Engine Company Number 98; and

WHEREAS, Engine Company Number 98 Firehouse centennial celebration will include bagpipers; a color guard; various entertainers; food donated by area restaurants; the installation of a plaque and commemorative stone; and remarks by govemmental, business, fire department and religious leaders; and

WHEREAS, Bob Fitzpatrick, Tony Fitzpatrick and Helen Dunbeck ofthe Museum of Contemporary Art presented a framed print in commemoration of the one hundredth anniversary of Engine 98; and Rosalie Harris, Betty Eaton, Roz Hecim, George Sikokis and Harriet Wilson Ellis of the Streeterville Organization of Active Residents have been prominent in their roles of leadership and active participation in the assistance in the preservation of distinction of Engine Company Number 98; now, therefore, ~

Be It Resolved, That we, the Mayor and members ofthe City Council ofthe City of Chicago, assembled in meeting this second day of October, 2002, do hereby congratulate Engine Company Number 98 Firehouse; and

Be It Furiher Resolved, That a suitable copy of the resolution be prepared and presented to the firemen of Engine Company Number 98.

On motion of Alderman Natarus, the foregoing proposed resolution was Adopted by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Bumett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48. 93644 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

REGULAR ORDER OF BUSINESS RESUMED.

Re/erred - APPOINTMENT OF MR. DON A. TURNER AS MEMBER OF PERSONNEL BOARD.

The Honorable Richard M. Daley, Mayor, submitted the following communication which was, at the request of two aldermen present (under the provisions of Council Rule 43), Referred to the Committee on Finance:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - 1 have appointed Don A. Tumer as a member ofthe Personnel Board for a term expiring July 19, 2006, to succeed Robert G. Gibson, who has resigned.

Your favorable consideration of this appointment •will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor. 10/2/2002 COMMUNICATIONS, ETC. 93645

Re/erred - APPOINTMENT OF VARIOUS INDIVIDUALS AS MEMBERS OF CENTRAL LAKEVIEW COMMISSION (SPECIAL SERVICE AREA NUMBER 17).

The Honorable Richard M. Daley, Mayor, submitted the following communication which was, at the request of two aldermen present (under the provisions of Council Rule 43), Re/erred to the Committee on Finance:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN — I have appointed the following persons as members ofthe Central Lakeview Commission (Special Service Area Number 17) for the terms indicated:

Terms expiring Febmary 28, 2003:

David L. Gassman and Mark L. Thomas, reappointed;

Jesse D. Hill, to succeed Anthony T. Klok, who has resigned;

Terms expiring February 28, 2004:

Norman J. Groetzinger, Blanca L. Klein, George G. Loukas, Michelle D. Mclntyre, Salvatore P. Toia and Thomas M. Tunney, reappointed.

Your favorable consideration of these appointments will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor. 93646 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Re/erred - APPOINTMENT OF VARIOUS INDIVIDUALS AS MEMBERS OF HOWARD STREET COMMISSION (SPECIAL SERVICE AREA NUMBER 19).

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN — I have appointed the following persons as members ofthe Howard Street Commission (Special Service Area Number 19) for the terms indicated:

Terms expiring February 28, 2003:

Charlotte A. Walters, reappointed;

Mark T. Simon, to succeed Barney J. Thomas, who has resigned;

Barclay L. Sheegog, to succeed Herbert S. Witter, who has resigned;

Terms expiring February 28, 2004:

Janet Alexander Davis and Norman E. Roland, reappointed;

Steve Dorizas, to succeed Paul J. Goguen, who has resigned;

Barbara L. Muehl, to succeed Jennifer L. LaSota, who has resigned. 10/2/2002 COMMUNICATIONS, ETC. 93647

Your favorable consideration of these appointments will be appreciated.

Very truly yours.

(Signed) RICHARD M. DALEY, Mayor.

Referred - AMENDMENT OF MUNICIPAL CODE OF CHICAGO BY RENUMBERING TITLE 2, CHAPTER 44, SECTION 080 (CHICAGO HOMEOWNER ASSISTANCE PROGRAM ORDINANCE) AS TITLE 2, CHAPTER 32, SECTION 630 AND BY INCLUSION OF EXECUTIVE DIRECTOR WITHIN DESCRIPTION.

The Honorable Richard M. Daley, Mayor, submitted the following communication which was, together with the proposed ordinance transmitted therewith. Referred to the Committee on the Budget and Govemment Operations:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City CouncU of the City of Chicago:

LADIES AND GENTLEMEN - At the request of the Budget Director, I transmit herewith an ordinance amending the Chicago Homeowner Assistance Program Ordinance. 93648 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Your favorable consideration of this ordinance -will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Referred - AMENDMENT OF PRIOR ORDINANCES WHICH AUTHORIZED ISSUANCE OF ENTERPRISE ZONE REVENUE BOND (J 85 A, L.L.C. PROJECT).

The Honorable Richard M. Daley, Mayor, submitted the following communication which was, together with the proposed ordinance transmitted therewith. Referred to the Committee on Finance;

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request ofthe Commissioner ofPlanning and Development, I transmit herewith an ordinance authorizing the issuance of enterprise zone facility bonds for the benefit of J 85 A, L.L.C.

Your favorable consideration ofthis ordinance will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor. 10/2/2002 COMMUNICATIONS, ETC. 93649

Re/erred - AUTHORIZATION FOR APPROVAL OF REDEVELOPMENT PLAN, DESIGNATION OF REDEVELOPMENT PROJECT AREA AND ADOPTION OF TAX INCREMENT ALLOCATION FINANCING FOR MADDEN/ WELLS REDEVELOPMENT PROJECT AREA.

The Honorable Richard M. Daley, Mayor, submitted the foUo^wing communication which was, together with the proposed ordinances transmitted therewith. Referred to the Committee on Finance:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request ofthe Commissioner ofPlanning and Development, I transmit herewith three ordinances conceming the Madden Wells T.I.F.

Your favorable consideration of these ordinances will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor. 93650 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Re/erred - AUTHORIZATION FOR APPROVAL OF REDEVELOPMENT PLAN, DESIGNATION OF REDEVELOPMENT PROJECT AREA AND ADOPTION OF TAX INCREMENT ALLOCATION FINANCING FOR 119™ STREET/I-57 REDEVELOPMENT PROJECT AREA.

The Honorable Richard M. Daley, Mayor, submitted the following communication which was, together with the proposed ordinances transmitted therewith. Referred to the Committee on Finance:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request ofthe Commissioner ofPlanning and Development, I transmit herewith three ordinances conceming the 119* Street/I-57 T.I.F.

Your favorable consideration of these ordinances will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Referred - AUTHORIZATION FOR ANNUAL TAX LEVIES AND EXECUTION OF SERVICE PROVIDER AGREEMENTS FOR SPECIAL SERVICE AREA NUMBERS 4, 5, 10, 13, 14, 18, 19 AND 21.

The Honorable Richard M. Daley, Mayor, submitted the following communication 10/2/2002 COMMUNICATIONS, ETC. 93651

which was, together •with the proposed ordinances transmitted therewith. Referred to the Committee on Finance:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request ofthe Commissioner ofPlanning and Development, I transmit herewith ordinances authorizing annual tax levies for Special Service Areas 4, 5, 10, 13, 14, 18, 19 and 21.

Your favorable consideration of these ordinances will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Referred - AUTHORIZATION FOR ISSUANCE OF VARIABLE RATE DEMAND MULTI-FAMILY HOUSING REVENUE BONDS (CONCORDIA PLACE APARTMENTS, L. P. PROJECT) SERIES 2002 AND EXECUTION OF LOAN AGREEMENT, TRUST INDENTURE AND LAND-USE RESTRICTION AGREEMENT FOR BENEFIT OF CONCORDIA PLACE APARTMENTS, L. P.

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request of the Commissioner of Housing, I transmit here^with an ordinance authorizing the issuance of mortgage revenue bonds for the benefit of Concordia Place Apartments, L.P.

Your favorable consideration of this ordinance will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Referred - AUTHORIZATION FOR CONSOLIDATION OF LENDING PROGRAM AGREEMENTS WITH NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC.

The Honorable Richard M. Daley, Mayor, submitted the following communication which was, together with the proposed ordinance transmitted therewith. Referred to the Committee on Finance:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago: 10/2/2002 ' COMMUNICATIONS, ETC. 93653

LADIES AND GENTLEMEN - At the request of the Commissioner of Housing, I transmit herewith an ordinance authorizing the execution of an agreement with Neighborhood Housing Services.

Your favorable consideration ofthis ordinance will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Referred - AUTHORIZATION FOR CLASS L PROPERTY TAX INCENTIVE FOR 3333 WEST ARTHINGTON STREET.

The Honorable Richard M. Daley, Mayor, submitted the foUo^wing communication which was, together •with the proposed ordinance transmitted therewith. Referred to tlie Committee on Finance:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request ofthe Commissioner ofPlanning and Development, I transmit herewith an ordinance authorizing a Class L tax incentive in connection with property located at 3333 West Arthington.

Your favorable consideration of this ordinance will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor. 93654 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Re/erred - AUTHORIZATION FOR EXECUTION OF SETTLEMENT AGREEMENT WITH MALAN REALTY INVESTORS, INC. REGARDING BRICKTOWN SQUARE SHOPPING CENTER.

The Honorable Richard M. Daley, Mayor, submitted the following communication which was, together with the proposed ordinance transmitted therewith. Referred to the Committee on Finance:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request ofthe Commissioner ofPlanning and Development, I transmit herewith an ordinance concerning a U.D.A.G. loan to Bricktown Square Shopping Center.

Your favorable consideration of this ordinance will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Re/erred - IMPLEMENTATION OF PUBLIC HOUSING TRANSFORM ATION TAX INCREMENT FINANCING PROGRAM TO PROVIDE TAX INCREMENT FINANCING ASSISTANCE FOR NEW MIXED-INCOME DEVELOPMENTS.

The Honorable Richard M. Daley, Mayor, submitted the following communication 10/2/2002 COMMUNICATIONS, ETC. 93655

which was, together with the proposed ordinance transmitted therewith. Referred to the Committee on Finance;

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request ofthe Commissioner ofPlanning and Development, I transmit herewith an ordinance authorizing the execution of agreements concerning the Chicago Housing Authority.

Your favorable consideration of this ordinance will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Referred - AUTHORIZATION FOR TEMPORARY SUSPENSION OF RCN CABLE FRANCHISE AGREEMENTS FOR FRANCHISE AREAS 3 AND 4.

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request ofthe Cable Administrator, I transmit herewith em ordinemce concerning temporary suspension of RCN cable franchises.

Your favorable consideration of this ordinance •will be appreciated.

Very truly yours,

f (Signed) RICHARD M. DALEY, Mayor.

Re/erred - AUTHORIZATION FOR EXECUTION OF AGREEMENTS FOR DISBURSEMENT OF EMPOWERMENT ZONE/ ENTERPRISE COMMUNITY GRANT FUNDS TO VARIOUS ENTITIES.

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago: 10/2/2002 COMMUNICATIONS, ETC. 93657

LADIES AND GENTLEMEN - At the request of the Executive Director of the Chicago Empowerment Zone, I transmit herewith an ordinance authorizing the execution of empowerment zone grant agreements.

Your favorable consideration of this ordinance will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Re/erred - AUTHORIZATION FOR EXECUTION OF AGREEMENT WITH COMMUNITY AND ECONOMIC DEVELOPMENT ASSOCIATION OF COOK COUNTY, INC. FOR IMPLEMENTATION OF 2002 COMMUNITY SERVICES BLOCK GRANT PROGRAM.

The Honorable Richard M. Daley, Mayor, submitted the following communication which was, together with the proposed ordinemce transmitted therewith. Referred to the Committee on the Budget and Govemment Operations:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request of the Commissioner of Human Services, I transmit herewith an ordinance authorizing the execution of a grant agreement with Community and Economic Development Association of Cook County. 93658 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Your favorable consideration of this ordinance will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Referred - AUTHORIZATION FOR EXPENDITURE OF OPEN SPACE IMPACT FEES AND APPROVAL FOR EXECUTION OF INTERGOVERNMENTAL AGREEMENT WITH CHICAGO PARK DISTRICT.

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request ofthe Commissioner ofPlanning and Development, I transmit herewith an ordinance concerning open space impact fee expenditures.

Your favorable consideration of this ordinance will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor. 10/2/2002 COMMUNICATIONS, ETC. 93659

Re/erred-AMENDMENT OF YEAR 2002 ANNUAL APPROPRIATION ORDINANCE WITHIN FUND 925.

The Honorable Richard M. Daley, Mayor, submitted the foUo^wing communication which was, together with the proposed ordinance transmitted therewith. Referred to the Committee on the Budget and Govemment Operations:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request of the Budget Director, I transmit herewith a Fund 925 amendment.

Your favorable consideration of this ordinance will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Referred - AUTHORIZATION FOR INSTALLATION OF WATER MAINS AT VARIOUS LOCATIONS.

The Honorable Richetrd M. Daley, Mayor, submitted the following communication which was, together with the proposed orders transmitted therewith. Referred to the Committee on the Budget and Govemment Operations: 93660 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request of the Budget Director, I transmit here^with various water main orders.

Your favorable consideration of these orders will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Referred - APPROVAL OF AMENDMENT NUMBER 10 TO CLYBOURN/OGDEN TAX INCREMENT FINANCING REDEVELOPMENT PLAN AND PROJECT.

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago: 10/2/2002 COMMUNICATIONS, ETC. 93661

LADIES AND GENTLEMEN - At the request ofthe Commissioner ofPlanning and Development, I transmit herewith an ordinance authorizing amendment Number 10 to the Clyboum/Ogden Redevelopment Plan.

Your favorable consideration of this ordinance wUl be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Referred - AUTHORIZATION FOR EXECUTION OF INTERGOVERN MENTAL AGREEMENT WITH CHICAGO PARK DISTRICT TO PROVIDE TAX INCREMENT FINANCING ASSISTANCE FOR EXPANSION OF GOMPERS PARK.

The Honorable Richard M. Daley, Mayor, submitted the following communication which was, together with the proposed ordinance transmitted there^with. Referred to the Committee on Housing and Real Estate:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request ofthe Commissioner ofPlanning and Development, 1 transmit herewith an ordinance authorizing the execution of an agreement •with the Chicago Park District conceming the expansion of Gompers Park. 93662 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Your favorable consideration of this ordinance will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Referred-CONVEY ANCE OF CITY-OWNED PROPERTY AT 4160-4164 SOUTH UNION AVENUE TO CHICAGO PARK DISTRICT FOR EXPANSION OF TAYLOR-LAURIDSEN PARK.

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request ofthe Commissioner ofPlanning and Development, I transmit herewith an ordinance authorizing the sale of property located at 4160 — 4164 South Union Avenue to the Chicago Park District.

Your favorable consideration of this ordinance will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor. 10/2/2002 COMMUNICATIONS, ETC. 93663

Re/erred - APPROVAL FOR CONVEYANCE OF CITY-OWNED PROPERTY AT 6128 SOUTH MICHIGAN AVENUE TO AND AUTHORIZATION FOR EXECUTION OF REDEVELOPMENT AGREEMENT WITH ST. EDMUNDS MEADOWS LIMITED PARTNERSHIP FOR CONSTRUCTION OF AFFORDABLE HOUSING.

The Honorable Richard M. Daley, Mayor, submitted the foUowing communication which was, together with the proposed ordinance transmitted therewith. Referred to the Committee on Housing and Real Estate:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request of the Commissioner of Housing, I transmit herewith an ordinance authorizing the sale of property to St. Edmunds Meadows Limited Partnership.

Your favorable consideration of this ordinance will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Re/erred - AUTHORIZATION FOR ACQUISITION OF PROPERTY WITHIN CALUMET INDUSTRIAL CORRIDOR.

The Honorable Richard M. Daley, Mayor, submitted the following communication 93664 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

which was, together with the proposed ordinance transmitted therewith. Referred to the Committee on Housing and Real Estate:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request ofthe Commissioner ofPlanning and Development, I tremsmit herewith an ordinance authorizing the acquisition of property for the Hegewisch Metrsh.

Your favorable consideration of this ordinance will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Re/erred - AUTHORIZATION FOR ACQUISITION OF VARIOUS PROPERTIES WITHIN 71^''/STONY ISLAND TAX INCREMENT FINANCING REDEVELOPMENT PROJECT AREA.

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request ofthe Commissioner ofPlanning and Development, I transmit herewith an ordinance authorizing the acquisition of property in the 7 P'/Stony Island T.I.F.

Your favorable consideration of this ordinance •will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Referred - AUTHORIZATION FOR ACQUISITION OF PROPERTY AT 2101 SOUTH LAFLIN STREET AND SUBSEQUENT CONVEYANCE TO BOARD OF EDUCATION FOR EXPANSION OF JUAREZ CAMPUS PARK.

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago: 93666 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

LADIES AND GENTLEMEN - At the request ofthe Commissioner ofPlanning and Development, I transmit herewith an ordinance authorizing the acquisition of property for the expansion of Juarez Campus Park.

Your favorable consideration of this ordinance will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Referred - APPROVAL FOR SALE OF CITY-OWNED PROPERTY AT 1321 WEST 119™ STREET TO AND AUTHORIZATION FOR EXECUTION OF REDEVELOPMENT AGREEMENT WITH QUALITY CROUTONS, INC.

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request ofthe Commissioner ofPlanning and Development, 1 transmit herewith an ordinance authorizing the sale of property to Quality Croutons, Inc. 10/2/2002 COMMUNICATIONS, ETC. 93667

Your favorable consideration of this ordinance will be appreciated.

Very truly yours.

(Signed) RICHARD M. DALEY, Mayor.

Referred - AUTHORIZATION FOR ACCEPTANCE OF QUITCLAIM DEED FROM PUBLIC BUILDING COMMISSION OF CHICAGO FOR PROPERTY IN VICINITY OF NORTH OLCOTT AVENUE AND WEST BALMORAL AVENUE.

The Honorable Richard M, Daley, Mayor, submitted the following communication which was, together with the proposed ordinance transmitted therewith. Referred to the Committee on Housing and Real Estate:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request ofthe Public BuUding Commission, I tremsmit herewith an ordinance conceming acceptance of a quitclaim deed.

Your favorable consideration of this ordinance will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor. 93668 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Re/erred - APPROVAL FOR NEGOTIATED SALE OF CITY-OWNED PROPERTY AT 4133 WEST KINZIE STREET TO AND AUTHORIZATION FOR EXECUTION OF REDEVELOPMENT AGREEMENT WITH ROBERTS SHEET METAL WORKS, INC.

The Honorable Richard M. Daley, Mayor, submitted the following communication which was, together •with the proposed ordinance transmitted therewith. Referred to the Committee on Housing and Real Estate:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request ofthe Commissioner ofPlanning and Development, I transmit herewith an ordinance authorizing the negotiated sale of property to Roberts Sheet Metal Works, Inc.

Your favorable consideration ofthis ordinance will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Referred - ACCEPTANCE OF BIDS FOR AND APPROVAL FOR SALE OF CITY-OWNED PROPERTIES AT VARIOUS LOCATIONS.

The Honorable Richetrd M. Daley, Mayor, submitted the following communication 10/2/2002 COMMUNICATIONS, ETC. 93669

which was, together vrith the proposed ordinances transmitted therewith. Referred to the Committee on Housing and Real Estate:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request of the Commissioner of General Services, I transmit here^with ordinances authorizing the sale of city-owned property.

Your favorable consideration of these ordinemces •will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Referred - AUTHORIZATION FOR EXECUTION OF INTERGOVERN MENTAL AGREEMENT WITH CHICAGO PARK DISTRICT TO PROVIDE TAX INCREMENT FINANCING ASSISTANCE FOR KILBOURN PARK IMPROVEMENTS.

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago:

LADIES AND GENTLEMEN - At the request ofthe Commissioner ofPlanning and Development, I transmit herewith em ordinance authorizing the execution of an agreement with the Chicago Park District conceming Kilboum Park improvements.

Your favorable consideration of this ordinance will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

Ref erred - AUTHORIZATION FOR EXECUTION OF INTERGOVERN MENTAL AGREEMENT WITH CHICAGO PARK DISTRICT FOR DISBURSEMENT OF COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS FOR LOGAN SQUARE OPEN SPACE PLAN.

The Honorable Richetrd M. Daley, Mayor, submitted the following communication which was, together with the proposed ordinance transmitted therewith. Referred to the Committee on Parks and Recreation:

OFFICE OF THE MAYOR CITY OF CHICAGO

October 2, 2002.

To the Honorable, The City Council of the City of Chicago: 10/2/2002 COMMUNICATIONS, ETC. 93671

LADIES AND GENTLEMEN - At the request ofthe Commissioner ofPlanning and Development, I transmit herewith an ordinance authorizing the execution of an agreement with the Chicago Park District concerning the Logan Square open space plan.

Your favorable consideration ofthis ordinance will be appreciated.

Very truly yours,

(Signed) RICHARD M. DALEY, Mayor.

City Council Informed As To Miscellaneous Documents Filed In City Clerk's Office.

The Honorable James J. Laski, City Clerk, informed the City Council that the foUo^wing document_has been filed in his office:

Placed On FUe - NOTIFICATION OF SALE OF CITY OF CHICAGO TAX INCREMENT ALLOCATION BONDS (CHATHAM RIDGE REDEVELOPMENT PROJECT), SERIES 2002.

A communication from Mr. Tariq Malhance, City Comptroller, under the date of September 24, 2002, transmitting the Notification of Sale, together with the Trust Indenture, the First Supplemental Indenture, Contract of Purchase, the Preliminary Official Statement and the Official Statement for City of Chicago Tax Increment Allocation Bonds (Chatham Ridge Redevelopment Project), Series 2002, which was Placed on File. 93672 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

City Council Informed As To Certain Actions Taken.

PUBLICATION OF JOURNAL.

The City Clerk informed the City Council that all those ordinances, et cetera, which were passed by the City Council on September 4, 2002 and which were required by statute to be published in book or pamphlet form or in one or more newspapers, were published in pamphlet form on October 1, 2002 by being printed in full text in printed pamphlet copies of the Joi/maZ ofthe Proceedings ofthe City CoundZof the regular meeting held on September 4, 2002, published by authority ofthe City Council, in accordance with the provisions of Title 2, Chapter 12, Section 050 of the Municipal Code of Chicago, as passed on June 27, 1990.

Miscellaneous Communications, Reports, Et Cetera, Requiring Council Action (Transmitted To City Council By City Clerk).

The City Clerk transmitted communications, reports, et cetera, relating to the respective subjects hsted below, which were acted upon by the City Council in each case in the manner noted, as follows:

Re/erred - ZONING RECLASSIFICATIONS OF PARTICULAR AREAS.

Applications (in duplicate) together with the proposed ordinances for amendments of the Chicago Zoning Ordinance, as emiended, for the purpose of reclassifjdng particular areas, which were Referred to the Committee on Zoning, as follows:

Ms. Senorina Balderas — to classify as a B4-1 Restricted Service District instead of an R4 General Residence District the area shown on Map Number 6-1 bounded by:

West 25* Street; the public alley next east of and parallel to South Whipple Street; a line 25 feet south ofand parallel to West 25* Street; and South Whipple Street. 10/2/2002 COMMUNICATIONS, ETC. 93673

Concord Homes, Inc. — to classify as an R4 General Residence District instead of an M2-3 General Manufacturing District and further, to classify as a Residential Planned Development instead of an R4 General Residence District the area shown on Map Number 12-1 bounded by:

a line 333.0 feet north of and parallel to West 48* Place; the railroad right-of- way east of South Kedzie Avenue running southeasterly starting at a point 480.81 feet east of South Kedzie Avenue and ending at a point 601.98 feet east of South Kedzie Avenue on West 48* Place; West 48* Place; and South Kedzie Avenue.

Dorchester Property, L.L.C. — to classify as an R4 General Residence District instead of an R3 General Residence District the area shown on Map Number 18-D bounded by:

East 71^' Place; a line 152.90 feet east of and parallel to South Dorchester Avenue running south for a distance of 50.48 feet; a line beginning at a point 152.90 feet east of South Dorchester Avenue and 50.48 feet south of East 7P' Place running in a southeasterly direction for a distance of 113.77 feet to a point on the east/west public alley which is south of and parallel to East 71^' Place and being 237.99 feet east of South Dorchester Avenue; the public alley south ofand parallel to East 71^' Place; and South Dorchester Avenue, to the point of beginning.

Dubin Residential — to classify as a Residential Planned Development instead of an R4 General Residence District the area shown on Map Number 9-K bounded by:

starting at a point 327.20 feet west of North KUboum Avenue; West School Street; a line 227.20 feet west ofand parallel to North Kilboum Avenue running south for a distance of 133.00 feet; a line 133.00 feet south of and parallel to West School Street running east for a distance of 227.20 feet to North Kilboum Avenue; North KUboum Avenue; West Belmont Avenue; and a line 327.32 feet west of and parallel to North Kilboum Avenue, to the point of beginning.

Fedth Center Church of God in Christ — to classify as an R4 General Residence District instead ofa Cl-2 Restricted Commercial District the area shown on Map Number 2-1 bounded by:

West Fifth Avenue; a line 139.80 feet southwest of South Sacramento Avenue, the public alley next southeast of and parallel to West Fifth Avenue; and a line 189.80 feet southwest of South Sacramento Avenue. 93674 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Mr. James D. Jann, in care of Mr. James J. Banks — to classify as an R5 General Residence District instead of a B4-1 Restricted Service District the area shown on Map Number 5-1 bounded by:

a line 79.26 feet north of and paraUel to West Dickens Avenue; North Califomia Avenue; West Dickens Avenue; and the public alley next west of and parallel to North California Avenue.

KFC of America, Inc., Califomia, in care of Yum Brands, formerly known as Tricon Real Estate — to classify as a B4-1 Restricted Service District instead of a B2-1 Restricted RetaU District the area shown on Map Number 14-1 bounded by:

a line 243.87 feet south of and parallel to West 59* Street extending east from South Kedzie Avenue; the alley next east ofand parallel to South Kedzie Avenue; a line 493.87 feet south of and parallel to West 59* Street; and South Kedzie Avenue.

Mr. Chuck Markopoulos, in care of Mr. James J. Banks — to classify as an R4 General Residence District instead of a B4-1 Restricted Service District the area shown on Map Number 15-M bounded by:

West Peterson Avenue; the public alley next northeast of and parallel to North Elston Avenue, a hne 117.20 feet southeast ofthe intersection ofNorth Austin Avenue and North Elston Avenue, as measured along the northerly right-of-way of North Elston Avenue and perpendicular thereto; North Elston Avenue; a line 92.2 feet southeast ofthe intersection ofNorth Austin Avenue and North Elston Avenue, as measured along the northerly right-of-way of North Elston Avenue and perpendicular thereto.

Mr. Derek Naughton, in cetre of Gordon & Pikarski — to classify as an R5 General Residence District instead of a Cl-3 Restricted Commercial District the area shown on Map Number 3-F bounded by:

a line 150.05 feet north of and petrallel to West Blackhawk Avenue; North Sedgwick Street; a line 125 feet north ofand parallel to West Blackhawk Avenue; and the alley next west of North Sedgwick Street.

Mr. Senan Nugent, in care of Mr. James J. Banks — to classify as an R5 General Residence District instead of an R4 General Residence District the area shown on Map Number 2-1 bounded by: 10/2/2002 COMMUNICATIONS, ETC. 93675

a line 193 feet north of and parallel to West Harrison Street; South Denvir Avenue; a line 145 feet north of and parallel to West Harrison Street; and the public alley next west of and parallel to South Denvir Avenue.

Renaissance Saint Luke, L.P. — to classify as a Residential Planned Development instead of a B3-3 General Retail District and a B5-2 General Service District the area sho^wn on Map Number 24-E bounded by:

West Belmont Avenue; North Greenview Avenue; a line 306 feet south ofWest Belmont Avenue; the public alley next westerly of North Greenview Avenue; the public alley next south of and parallel to West Belmont Avenue; and a line 191.70 feet west of and parallel to North Greenview Avenue.

Mr. Joseph Skiba — to classify as an R3 General Residence District instead of a Cl-5 Restricted Commercial District the area shown on Map Number 10-F bounded by:

West 42"" Street; South Emerald Avenue; a line 310.4 feet south ofand parallel to West 42"" Street; and the alley next west of and parallel to South Emerald Avenue.

Mr. Joseph Skiba — to classify as an R3 General Residence District instead of a Cl-5 Restricted Commercial District the area shown on Map Number 10-F bounded by:

a line 193.0 feet north of and parallel to West 42"" Street; the pubhc alley next east of and parallel to South Emerald Avenue; West 42"" Street; and South Emerald Avenue.

Smithfield Properties XXIV, L.L.C. — to classify as a B6-6 Restricted Central Business District instead of an R7 General Residence District and further, to classify as a Residential Planned Development instead of a B6-6 Restricted Central Business District the area shown on Map Number 3-F bounded by:

West Walton Street; North State Street; West Delaware Place; and North Dearbom Street.

South Shore Baptist Church, in care of Mr. Jim Derico — to classify as a B4-2 Restricted Service District instead of a B4-2 Restricted Service District and an R4 General Residence District the area shown on Map Number 18-B bounded by: 93676 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

East Cheltenham Place; South Coles Avenue; the public aUey next north of East 79* Street which runs in a southwesterly direction; a line 259.00 feet east of East Cheltenham Place; and East 79* Street.

South Shore Baptist Church, in care of Mr. Jim Derico — to classify as a Residential Planned Development instead of a B4-2 Restricted Service District and an R4 General Residence District the area shown on Map Number 24-E bounded by:

East Cheltenham Place; the public alley next northeast ofand petrallel to South Coles Avenue; the public alley next north of and petrallel to East 79* Street; a line 82.70 feet east of South Coles Avenue, as measured along the north line of East 79* Street; East 79* Street; and South Coles Avenue.

Mr. Mark Sutherland — to classify as a B4-3 Restricted Service District instead of em R4 General Residence District the area shown on Map Number 3-H bounded by:

West Potomac Avenue; North Damen Avenue; a line 57.0 feet south of and parallel to West Potomac Avenue; and the alley next west ofand parallel to North Damen Avenue.

The Target Corporation, by its attomeys, Piper Rudnick (per Mr. David L. Reifman emd Dannielle Meltzer Cassel) — to classify as a B3-2 Genered Retail District instead ofan M2-2 General Manufacturing District and an Ml-1 Restricted Manufacturing District the area shown on Map Number 9-1 bounded by:

a line 621.66 feet south ofWest Addison Street; a line 629.92 feet east ofNorth Sacramento Avenue; a line 723.68 feet south of West Addison Street; a line beginning at a point approximately 180.19 feet east of North Sacramento Avenue and continuing northwesterly to a point approximately 110 feet east of North Sacramento Avenue; a line 110 feet east ofNorth Sacramento Avenue; a line 639.66 feet south ofWest Addison Street; and North Sacramento Avenue.

also, to classify as Business Planned Development Number 353, as amended, instead of Business Planned Development Number 353 and B3-2 General Retail District the area shown on Map Number 9-1 bounded by:

West Addison Street; a line 630.24 feet east ofNorth Sacramento Avenue; a line 723.68 feet south of West Addison Street; a line beginning at a point approximately 180.19 feet east of North Sacramento Avenue and continuing northwesterly to a point approximately 110 feet east of North Sacramento Avenue; a line 110 feet east of North Sacramento Avenue; a line 639.66 feet south of West Addison Street; and North Sacramento Avenue. 10/2/2002 COMMUNICATIONS, ETC. 93677

Mr. Allen Vaughan — to classify as a B4-4 Restricted Service District instead of a B4-3 Restricted Service District the area shown on Map Number 3-F bounded by:

West North Avenue; North Sedgwick Street; the public alley next south of and parallel to West North Avenue; and a line 50 feet west of and paraUel to North Sedgwick Street.

Ms. Magdalena Vera, in care of Mr. James J. Banks — to classify as a Cl-2 Restricted Commercial District instead ofan R3 General Residence District the area shown on Map Number lO-I bounded by:

a line 125 feet south ofand parallel to West 44* Street; South Westem Avenue; a line 250 feet south ofand parallel to West 44* Street; and the public alley next west of and parallel to South Westem Avenue.

Mr. Wieslaw Wardzala, in care of Mr. James J. Banks — to classify as an Ml-1 Restricted Manufacturing District instead of a B4-1 Restricted Service District the area shown on Map Number 7-M bounded by:

West Diversey Avenue; a line 57 feet west ofand parallel to North Moody Avenue; the public alley next south ofand parallel to West Diversey Avenue; and a line 132 feet east of emd parallel to North Melvina Avenue.

Wellington Park Development, L.L.C, in care of Mr. Langdon D. Neal — to classify as Residential Planned Development Number 691, as amended, instead of Residential Planned Development Number 691 the area shown on Map Number 7-H bounded by:

West Wellington Avenue; South Paulina Street, a westerly line 471 feet south of and parallel to West Wellington Avenue; a northerly line 551 feet west of North Paulina Street for a distance of 61 feet; a westerly line 410 feet south of West Wellington; and a northerly line 638 feet west of and parallel to North Paulina Street.

175 Jefferson, L.L.C. — to classify as a C3-6 Commercial Manufacturing District instead of a C3-5 Commercial Manufacturing District and to further classify as a Commercial Planned Development instead of a C3-6 Commercial Manufacturing District the area shown on Map Number 1-F bounded by:

West Lake Street; a line 150.86 feet east ofand parallel to North Jefferson Street; a line 272.19 feet south of and parallel to West Lake Street; and North Jefferson Street. 93678 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

901 West Washington Land Development, L.L.C, in care of Mr. James J. Banks — to classify as a B4-5 Restricted Service District instead of a B4-4 Restricted Service District and further, to classify as a Residential Planned Development instead of a B4-5 Restricted Service District the area shown on Map Number 1-G bounded by:

West Washington Boulevard; North Peoria Street; a line 116 feet south of and parallel to West Washington Boulevard; and North Sangamon Street.

Referred - CLAIMS AGAINST CITY OF CHICAGO.

Claims against the City of Chicago, which were Referred to the Committee on Finance, filed by the foUo^wing:

Amaya Cesar E., American Fetmily Insurance and Niek and Theresa Schreuder, Amica Mutual Ins. Co. and Cjoithia M. Desmond-Schliesman, Arambula Saul, Arend Peter A.;

Bemard Monica E. (2), Blazek Peter, Brown Zelda L.;

Calhoun Chiquita S., Columbia Scale Co., Inc./Martin Lawrence, Country Insurance & Financial Services and Metry L. Kerkemeyer, Current Karen L.;

Debesu Tesfazion, DeGeer Stacy M., Dodge Sue C, Donnelly David T.;

Edwards Margie D.;

Fiore Francesco P., Fitts Frederick, Foreman Ljnn M.;

Gad Aowni E., Gedlegos Jesus, Gajnor Jewel G., Geico Direct Insurance and Jerome L. Merritt, GuUey Loretta;

HaU Keron, Harvey Jr. Gus A., Hedrick Floyd, Hernandez Juan C, Hoffman JaQuai S., Hogan Michael T., Hoiss Thomas, Huynh Cue T.;

Jaksich Violet A., Johnson-Lo^ving Deborah, Jones Ann C, Jones Yvonne A., Joy Kathleen M.;

Kelly Donald E., Kemper Insurance Companies and Careplus Management, Inc./Joe E. Zimmerman, Kennelly Eileen A., Kiddon Thomas F., Kolar James R., Koonce Lee E.; 10/2/2002 COMMUNICATIONS, ETC. 93679

Lee Bernice J., Lester Gerald T., Lowe Washington, Luscher Brian R.;

Martin Scot M., McCuUum Charles D., Meamore Casualty Insurance Company and Albertine Sejrmour, Messmer Dueme E., MGH Food Service, Inc., Mick Martha L., Miller Jennifer L, Mitchell Arlene M., Morris Jewel, Moy Sharon, Murray Malik T.;

Nasser Wadhah S., National Heritage Ins. Co. (2) Edna Bagbee and Cjnthia Scott, Norris Brandon J.;

Pinn Sandra, Pratt Sarah J., PurCo Fleet Services, Inc. and Randall S. Bose;

Ramos Norma I., Range Paul A., Reeves Crystal D., Roberts Lovatta Y., Robertson Cheryl D., Robinson Patrick;

Sachnoff Scott D., Scenic Stage Line, Inc., Schintgen John, Shavurski Vladimir, Shimon Khoshaba P., Smith Bryant K., Soliman Khaled F., State Farm Insurance Company (4) Steve A. Gryka, Henry K. Okamura, Dorothy Shannon and Aaron Thielen, Stephens Theresa L., Stone Rashona, Su Fannie W.;

Temple Gregory A., Thompson Sandra P., Thompson Zenoble D., Titus Jr. Simons, Trice Rhonda;

Unique Insurance Company (6) Pearlie Bowen, Anita Giles, Charles Griffin, Marvin Irby, Josue Ramirez and Boston Watkins, Urian Melissa, Uriostegui Tony;

Visconti Louis C and Caroljn M.;

Warrior Insurance/Affirmative Insurance Company and Diane R. Walker, Ware Alma J., Washington Otelia D., Williamson Kecia L., Wilson Helena P., Witkov Michael J.;

Zhemg Qiao Zhang Xiaotian.

Re/erred - AUTHORIZATION FOR ISSUANCE OF PERMITS TO INSTALL SIGNS/SIGNBOARDS AT 1751 WEST HOWARD STREET.

A communication from Mr. Chuck Zenn, Olympic Signs, transmitting proposed orders which would authorize the installation of three signs/signboards at 1751 West Howard Street, which was Referred to the Committee on Buildings. 93680 JOURNAL-CITYCOUNCIL-CHICAGO > 10/2/2002

Re/erred - RECOMMENDATION BY COMMISSION ON CHICAGO LANDMARKS FOR DESIGNATION OF BRYN MAWR/BELLE SHORE APARTMENT HOTELS AS CHICAGO LANDMARK.

A communication from Mr. Brian Goeken, Deputy Commissioner, Department of Planning and Development, Landmetrks Division, under the date of September 19, 2002, transmitting the Commission on Chicago Landmarks recommendation, together with a proposed ordinance, for designation ofthe Bryn Mawr/Belle Shore Apartment Hotels at 5550 North Kenmore Avenue and 1062 West Bryn Mawr Avenue as a Chicago landmark, which was Referred to the Committee on Historical Landmark Preservation.

Referred - RECOMMENDATION BY COMMISSION ON CHICAGO LANDMARKS FOR DESIGNATION OF ALFRED CALDWELL LILY POOL AS CHICAGO LANDMARK.

A communication from Mr. Brian Goeken, Deputy Commissioner, Department of Planning and Development, Landmarks Division, under the date of September 27, 2002, transmitting the Commission on Chicago Landmarks recommendation, together with a proposed ordinance, for designation ofthe Alfred Caldwell Lily Pool, located at Lincoln Park on a portion of West Fullerton Parkway, as a Chicago landmark, which was Referred to the Committee on Historical Landmark Preservation.

Referred - RECOMMENDATION BY COMMISSION ON CHICAGO LANDMARKS FOR DESIGNATION OF RICHARD J. DALEY CENTER AS CHICAGO LANDMARK.

A communication from Mr. Brian Goeken, Deputy Commissioner, Department of Planning and Development, Landmarks Division, under the date of September 18, 2002, transmitting the Commission on Chicago Landmarks recommendation, together with a proposed ordinance, for designation ofthe Richard J. Daley Center at 50 West Washington Street as a Chicago landmark, which was Referred to the Committee on Historical Landmark Preservation. 10/2/2002 COMMUNICATIONS, ETC. 93681

Re/erred - RECOMMENDATION BY COMMISSION ON CHICAGO LANDMARKS FOR DESIGNATION OF PITTSFIELD BUILDING AS CHICAGO LANDMARK.

A communication from Mr. Brian Goeken, Deputy Commissioner, Department of Planning and Development, Landmarks Division, under the date of September 19, 2002, transmitting the Commission on Chicago Landmarks recommendation, together with a proposed ordinance, for designation of the Pittsfield Building at 55 East Washington Street as a Chicago landmark, which was Referred to the Committee on Historical Landmark Preservation.

Re/erred - RECOMMENDATION BY COMMISSION ON CHICAGO LANDMARKS FOR DESIGNATION OF SAUGANASH HOTEL/WIGWAM AS CHICAGO LANDMARK.

A communication from Mr. Brian Goeken, Deputy Commissioner, Department of Planning and Development, Landmarks Division, under the date of September 19, 2002, transmitting the Commission on Chicago Landmarks recommendation, together with a proposed ordinance, for designation ofthe Sauganash Hotel/Wigwam at 191 North Wacker Drive as a Chicago landmark, which was Referred to the Committee on Historical Landmark Preservation.

Referred - CORRECTION OF SEPTEMBER 4, 2002 JOURNAL OF THE PROCEEDINGS OF THE CITY COUNCIL.

A communication from The Honorable James J. Laski, City Clerk, under the date of October 2, 2002, transmitting a proposed correction to the Joumal of the Proceedings of the City Council of the City of Chicago of September 4, 2002, which was Referred to the Committee on Committees, Rules and Ethics. 93682 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

REPORTS OF COMMITTEES.

COMMITTEE ON FINANCE.

AMENDMENT OF TITLE 4, CHAPTER 280 OF MUNICIPAL CODE OF CHICAGO (CHICAGO CABLE COMMUNICATIONS ORDINANCE) BY MODIFICATION OF PENALTY PROVISIONS AND ESTABLISHMENT OF CONSUMER SERVICE GUIDELINES.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council:

Your Committee on Finance, having had under consideration a substitute ordinance amending Chapter 4-280 of the Municipal Code of the City of Chicago concerning a cable television consumer protection ordinance, having had the setme under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed substitute ordinance transmitted herewith.

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed substitute ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows: 10/2/2002 REPORTS OF COMMITTEES 93683

Yeas — Aldermen Gremato, Haithcock, Tillmem, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Bumett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 47.

Nays — None.

Alderman Beavers moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

WHEREAS, Pursuant to federal law and the Municipal Code ofChicago, the City ofChicago has established, and enforces, customer service requirements on cable franchisees providing service in Chicago; and

WHEREAS, The City ofChicago currently monitors customer complaints through its Office of Cable Communications; and

WHEREAS, The City ofChicago has determined that amendments to the Chicago Cable Communications Ordinance, Chapter 4-280 of the Municipal Code, are appropriate in order to ensure the best possible cable service to Chicago's cable subscribers; now, therefore.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Section 4-280-570 of the Municipal Code of Chicago is hereby amended by deleting the language in brackets and inserting the language in italics, as follows:

4-280-570 Violation-Penalty.

A. Penalties. In addition to any other remedies provided for in this chapter or otherwise available by law, the commission or the cable administrator shall have the power to impose monetary penalties in the event a grantee violates any provision ofthis chapter or other provision ofthe municipal code, a franchise, or any rule or regulation lawfully adopted thereunder. In appropriate circumstances, the commission or the cable administrator may precede the issuance ofa notice of violation with a reasonable opportunity for the grantee to cure the violation. The [accounts] amounts of such penalties shall be specified in subsection E of this section and in the franchise and shall be based on the following [principals] principles: 93684 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

1. penalties shall exceed the financial benefits to a grantee delajdng or failing to comply with the applicable requirement;

2. even where such benefits are not easily discernible, the penalties shall be high enough to have a significant deterrent effect on a grantee; and

3. penalties shall be sufficient to protect the city and other affected parties against loss of revenues resulting from violations.

B. Other Monetary Sanctions. A fremchise shall also provide for fines, liquidated damages and other monetary sanctions, the amounts of which shall also reflect the foregoing [principals] principles.

C Private Suit Agednst Grantee.

1. Any person or organization adversely etffected by a violation, or by a pattem and practice of violations, shall have the right to sue a grantee in a court of competent jurisdiction for damages and for injunctive and other relief to require enforcement of the franchise. Organizations shall be entitled to sue on behalf of themselves or their members.

2. The remedy herein pro^vided shall be in addition to any remedies provided by law.

3. Except in emergency situations in which immediate relief is required, private litigemts shall notify the corporation counsel not fewer than ten days prior to filing suit. However, suit by the city shall not preempt the private litigant's right to proceed.

D. It shall be unlawful for any person to attach or affix, or to cause to be attached or affixed, any equipment or device which allows access to or use of the cable television system without payment to the grantee for same.

E. Except as otherwise provided herein, any person who violates any provisions ofthis chapter shall be subject to a fine not to exceed [$500.00] $750.00 for each offense; each day of said violation shall constitute a separate offense, and a separate offense shall be deemed to be committed as to each affected customer. In addition, a grantee shall be subject to the schedule of credits to customers setforih in Appendix B to Chapter 4-280. 10/2/2002 REPORTS OF COMMITTEES 93685

F. Upon the cable commission's or cable administrator's transmittal ofa notice of violation to the depariment of administrative hearings, the depariment of administrative hearings shall adjudicate the notice of violation in accordance with the provisions of Chapter 2-14.

SECTION 2. Chapter 4-280 ofthe Municipal Code ofChicago is hereby amended by adding a new Article XI, as follows:

Ariicle XL

Customer Service.

4-280-610 Applicability.

(A) The provisions of this Ariicle XI shall supersede any contradictory or inconsistent provision in federal, state or local law, or in an initial or renewal franchise agreement. Any provision in federal, state or local law, or in an initial or renewal franchise agreement, that imposes a higher obligation or requirement on the grantee than is imposed by this ariicle, or that imposes an obligation or requirement on the grantee not imposed by this ariicle, shall not be deemed to be contradictory or inconsistent with this ariicle.

(B) Unless superseded by this ariicle, a grantee shall comply with the F.CC. Customer service obligations, 47 C.F.R. Ch. 1, § 76.309, as amended.

4-280-620 Customer Services Plan.

A grantee shall submit to the Cable Commission a detailed Customer Services Plan sixty (60) days prior to commencement of service to its first subscriber, and shall update the Plan as necessary to keep it accurate and complete. Such Plan shall, at a minimum, demonstrate that the facilities, personnel, repair, complaint and adjustment procedures, telephone and other information systems ofthe grantee are sufficient to ensure timely, efficient and effective services to customers. The grantee's Customer Services Plan shall also be consistent with the highest standards ofthe cable television industry and the requirements setforih in this Ariicle XI. 93686 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

4-280-630 Customer Service Standards.

(A) Cable System Customer Service/Call Center Hours And Telephone Availability.

(1) For purposes ofthis ariicle, the term "normal business hours" shall mean those hours during which most similar businesses in the community are open to serve customers. In all cases, "normal business hours" must include some evening hours at least one (1) night per week and/or some weekend hours.

(2) A grantee shall establish and maintain such business offices and customer service/call centers and provide personnel, telephone service and other equipment, as needed, to ensure timely, efficient and effective service to customers. Such personnel shall include one (1) person designated by the grantee to act as a liaison between the grantee and the City regarding customer service issues. All customer service/call centers of the grantee shall have a locally listed, toll-free or collect telephone number with an access line available to subscribers twenty-four (24) hours a day, seven (7) days a week. Trained company representatives will be available to respond to customer telephone inquiries twenty-four (24) hours a day, seven (7) days a week.

(3) All ofthe grantee's customer service/call center and bill payment locations that serve customers located in the City of Chicago will be open at least during normal business hours and will be located within the City of Chicago. The grantee's business offices shall be open, at a minimum, from 9:00 A.M. to 5:00 P.M. for six (6) days a week. Upon a showing of changed circumstances or for other good cause shown, the Cable Commission may permit a reduction in the grantee's business office hours, and such permission shall not be unreasonably withheld. Additionally, at various times during the day, the grantee shall cablecast the address, telephone number and office hours ofits business offices, customer service/ call centers and bill payment locations on a local origination channel received by all subscribers.

(B) Telephone Answer Time.

(1) Normal Operating Conditions. Forpurposes ofthis section, the term "normal operating conditions" shall mean those service conditions which are within the control of the grantee. Those conditions which are not within the control of the grantee include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages.and severe or unusual weather conditions. 10/2/2002 REPORTS OF COMMITTEES 93687

Those conditions which are ordinarily within the control ofthe grantee include, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods and maintenance or upgrade of the cable system.

(2) Under normal operating conditions, telephone answer time by a customer representative, including wait time, shall not exceed thiriy (30) seconds when the connection is made. If the call needs to be transferred, transfer time shall not exceed thiriy (30) seconds. These standards shall be met no less than ninety (90) percent of the time under normal operating conditions, measured on a quarierly basis.

(3) The grantee will not be required to acquire equipment or perform surveys to measure compliance with the telephone answering standards above unless the Cable Administrator determines that a sufficient record of complaints indicates a clear failure to comply.

(4) Under normal operating conditions, the customer will receive a busy signal less than three (3) percent ofthe time.

(C) Installations, Outages And Service Calls. Under normal operating conditions, each of the following four standards will be met no less than ninety-five (95) percent ofthe time measured on a quarierly basis:

(1) Standard installations will be performed within seven (7) business days after an order has been placed. "Standard" installations are those that are located up to one hundred twenty-five (125) feet from the existing distribution system.

(2) The "appointment window" alternatives for installations, service calls and other installation activities will be either a specific time or, at a maximum, a three (3) hour time block between the hours of 9:00 A.M. and 5:00 P.M. six (6) days a week. The grantee may schedule service calls and other installation activities outside ofthe above days and hours for the express convenience ofthe customer.

(3) The grantee may not cancel an appointment with a customer after the close of business on the business day prior to the scheduled appointment.

(4) If a grantee representative is running late for an appointment with a customer and will not be able to keep the appointment as scheduled, the customer will be contacted. The appointment will be rescheduled, as necessary, for the specific day 93688 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

and time requested by the customer. The customer may request that the appointment take place anytime between the hours of 7:00 A.M. and 8:00 P.M. on Monday through Saturday.

(D) Communications Between Grantees And Subscribers.

(1) Refunds. Refund checks will be issued promptly, but no later than either:

(a) the customer's next billing cycle following resolution ofthe request or thiriy (30) days, whichever is earlier, or

(b) the retum ofthe equipment supplied by the grantee if service is terminated.

(2) Credits. Credits for service will be issued no later than the customer's next billing cycle following the determination that a credit is warranted.

4-280-640 Subscriber Complaints.

The grantee shall promptly respond to and resolve all subscriber complaints. The grantee shall maintain records ofsuch complaints setting forih the date and nature ofthe complaint and any action taken in response thereto. Such records shall be available to the City during the grantee's normal business hours and retained in the grantee's files for not less than three (3) years. A statistical summary of such records shall be prepared by the grantee and submitted to the Cable Commission on a monthly basis for the life of the franchise. Complaints unil be broken out by type of service that is the subject ofthe complaint, and by franchise area ofthe city.

4-280-650 Outages And Service Interruptions.

(A) Definitions. For purposes of this section, the following terms shall be defined as follows:

"Outage" shall mean a service interruption that simultaneously affects five hundred (500) or more subscribers.

"Service interruption" or "interruption" shall mean: (i) the loss of picture or sound on one (1) or more cable television channels, and/or (ii) the loss of cable modem service. The term "service interruption" shall not include interruptions deliberately caused by the grantee for purposes of system maintenance, repair or testing, if 10/2/2002 REPORTS OF COMMITTEES 93689

such deliberate interruptions take place between the hours of 1:00 A.M. and 7:00 A.M. Central Standard Time and do not exceed ten (10) minutes in duration.

(B) Recordkeeping. The grantee shall maintain records ofali outages and reported service interruptions. Such records shall indicate the type of service interrupted (i. e., cable television and/or cable modem), estimated number of subscribers affected, the date and time of first notification ofthe interruption, the date and time service was restored, the cause of the interruption and a description of the corrective action taken. Records ofreporied service interruptions shall identify reporiing persons in a manner consistent with applicable privacy law (e.g., by account number). Such records shall be available to the City during the grantee's normal business hours and retained in the grantee's files for not less than three (3) years. Such records shall be submitted to the cable administrator on a monthly basis, commencing twelve (12) months after service is provided to the first subscriber. The grantee shall provide such records in paper documentary form, as well as in such electronic forms and formats as the cable administrator may require. The cable administrator shall provide service interruption information, as appropriate, to federal and/or state regulatory authorities.

(C) Response Time. Excluding conditions beyond the control of the grantee, the grantee will begin working on service interruptions promptly and in no event later than twenty-four (24) hours afterthe interruption becomes known. The grantee must begin actions to correct other service problems the next business day after notification ofthe service problem.

(D) Customer Credits. The grantee shall provide a credit or, in the case of a customer terminating service, a refund, to each customer ofthe grantee subject to a service interruption caused by conditions u>hich are in the grantee's control. The credit or refund shall be for the entire day on which the interruption occurs and for each additional day the interruption continues. The credit or refund shall apply to all services (i.e., cable television and/or cable modem) interrupted by the interruption. In the case ofan outage, the grantee shall provide such credit or refund regardless of whether the customer requests a credit or refund or otherwise contacts the grantee. In the case of a service interruption that is not pari of an outage, the grantee shall provide such credit or refund if the customer requests a credit or refund or otherwise contacts the grantee about the ser-vice interruption. The grantee shallprovide each such credit or refund pursuant to the schedule required by Section 4-280-630(D). 93690 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

4-280-660 Pre-Construction Information.

Prior to commencement of construction of an area, the grantee shall exercise its best efforis to inform the residents thereof of the nature and timetable for such construction and shallprovide the residents with the procedures for filing complaints. The information and materials required by this section shall also be available in the Spanish language.

4-280-670 Solicitation Of Customers By The Grantee.

At the time the grantee solicits the residents ofan area for subscription of cable television services, and again upon actual installation of service, the grantee shall provide such residents a simple written explanation of all products and services offered, the options for and prices of such products and services, the parental lock out device, installation and service maintenance procedures, cable television services use instructions, programming channel positions, billing, late fee and complaint procedures and privacy rights of the subscriber. The information and materials required by this section shall also be available in the Spanish language.

4-280-680 Requests For Installation.

The grantee shall fill all reasonable orders for a standard installation ofits sennces within seven (7) business days and all other reasonable orders within thiriy (30) days after the date ofsuch order. Forpurposes ofthe time period for installation as opposed to any costs charged, "standard" installations are those that are located up to one hundred twenty-five (125) feet from the existing distribution system. A request shall be deemed reasonable if (i) the services requested are uniformly available on the grantee's cable television system; (ii) the services are requested in a portion of the franchise area where the grantee's cable television system has been constructed and activated; (iii) the grantee in cooperation with appropriate agencies can accomplish a proper physical extension of its cable television system to a person's premises unthin such seven (7) or thirty (30) days; and (iv) the grantee can obtain access to a person's premises. Ifthe grantee fails within such seven (7) or thirty (30) day period to provide the service requested, the grantee, upon request of the person requesting service, shall within thirty (30) days thereafter promptly refund any and all deposits or advance payments made by such person. The grantee shall maintain a record ofali installation requests detailing when and what action was taken. 10/2/2002 REPORTS OF COMMITTEES 93691

4-280-690 Program Guides.

In the event the grantee or an agent of the grantee provides to the grantee's subscribers program guides, such guides shall list, at a minimum, all non-must carry channels carried on the grantee's cable television system and shall, to the extent reasonable as determined by the grantee, list all programs carried on all non-must carry channels.

4-280-700 Employee Identification.

Each employee ofthe grantee ivhen entering private properiy or working on public ways shall be required to wear an employee identification card issued by the grantee bearing the name and a photograph of said employee.

4-280-710 Nondiscrimination.

The grantee shall not discriminate against any person in the solicitation or provision of any sennce or equipment on the basis of age, sex, race, color, creed, ethnic origin, sexual orientation, marital status or physical or mental impairment.

SECTION 3. Chapter 4-280 ofthe Municipal Code ofChicago is hereby amended by adding a new Appendix B thereto, as follows:

Appendix B.

Credits To Customers.

Standards Of Customer Service Minimum Compensation For Non-Compliance

Responsiveness.

Guaranteed Seven (7) Day Residential Installation and Service. 93692 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Standards Of Customer Service Minimum Compensation For Non-Compliance

Grantee shall complete Standard Free installation, or, ifthe installation Installations and extensions of service fee has been ivaived for promotional requested by a Customer within reasons, then one (1) month's basic seven (7) business days after order service; for a service violation, $15 has been placed. credit.

Grantee shall provide Customers Free installation, or, ifthe installation seeking Non-Standard Installations fee has been ivaived for promotional with a total installation cost estimate reasons, then one (1) month's basic and an estimated date of completion. service.

All underground cable drops on $10.00 credit residential properiy shall be buried no less than twelve (12) inches deep, and work shall be completed in no more than three (3) calendar weeks from the installation.

Residential Installation And Service Appointments.

All Grantee Customers wanting $25.00 credU. installation of cable or service may choose any available three (3) hour time block between 9:00 A.M. and 5:00 P.M. six (6) days a week.

The Grantee may not cancel an $25.00 credit or the guarantee offered appointment with a Customer after by the Grantee, whichever is greater. 5:00 P.M. on the day before the scheduled appointment.

Ifthe Grantee cannot make an $25.00 credit, or the guarantee appointment for any reason , the offered by Grantee, whichever is Grantee shall contact the Customer greater. before the end ofthe scheduled appointment and reschedule at the convenience ofthe Customer. 10/2/2002 REPORTS OF COMMITTEES 93693

Standards Of Customer Service Minimum Compensation For Non-Compliance

TV Reception Difficulties And Cable Modem Intemet Connection.

All Grantees shall make repairs One (1) day's free service for each day promptly, and interrupt service only in which there is a service inter for good cause, during periods of ruption for each Customer in the minimum use ofthe system, and affected area. for no more than twenty-four (24) hours, except where unavoidable.

All Grantees shallprovide clear One (1) day's free service for each day television reception that meets or in which reception falls below F. C. C. exceeds F. C. C. technical standards. standards.

All Grantees shall meet all One (1) day's free sennce for each day specifications adveriisedfor Intemet in which any adveriised specification services. is not met for affected Customers.

If a Customer experiences poor One (1) day's free service for each day video or audio reception due to after the Customer has called and the Grantee equipment, the Grantee shall problem remains uncorrected. repair the problem no later than the next day, unless otherwise agreed to with the Customer.

Problem Resolution.

All of Grantee's customer service $10.00 credit representatives shall be able to provide credit, waive fees, schedule appointments and change billing cycles. Any difficulties that cannot be resolved by the customer service representatives shaU be referred to a supervisor who shall make best efforis to contact the Customer within twenty-four (24) hours. 93694 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Standards Of Customer Service Minimum Compensation For Non-Compliance

In the case of difficulties that cannot $10.00 credit be resolved, the supervisor shall make best efforis to contact the Customer within four (4) hours and resolve the problem within foriy-eight (48) hours or uAthin such other time frame as is acceptable to the Customer and Grantee.

Billing, Credits And Refunds.

Customers shall receive a clear and $10.00 credit concise bill monthly. The Grantee shall respond to a Customer's billing inquiry made by telephone or e-mail within foriy-eight (48) hours, and to a written billing inquiry within two (2) weeks of receipt of the inquiry.

All Grantees shall allow thiriy (30) $10.00 credit days from the date a subscriber bill is sent before imposing an administrative fee not to exceed $1.50 per bill.

If a Customer requests disconnection $10.00 credit or refund ifthe ofany or all services, billing for Customer's account has closed. affected services shall end on the same day, or on the future date for which the disconnect is ordered. All Grantees shaU issue a credit or refund within fifteen (15) business days after the close ofthe Customer's billing cycle following the retum of the equipment and request for disconnection. 10/2/2002 REPORTS OF COMMITTEES 93695

Standards Of Customer Sennce Minimum Compensation For Non-Compliance

Deposits shall accrue interest at a $10.00 credit or refund ifthe fair market rate. Within ten (10) days Customer's account has closed. after termination of service for any reason, the Grantee shall repay any deposit with a statement shounng accrued interest to the Customer less any sums owed to the Grantee.

Respectful Treatment Of Properiy.

Grantees shall replace any trees or $25.00 credit plus any additional shrubs damaged during any repairs or reimbursement if the installation or repair. Grantee fails to replace or repair the damage.

Grantees shall restore any damaged $25.00 credit plus any additional properiy to the same condition it repairs or reimbursement if the was before damage occurred. ifthe Grantee fails to replace or repair the damaged properiy.

Grantees will give notice to properiy $15.00 credit ifthe Grantee fails to owners before entering premises, provide notice or enters premises specifying the work to be done. In without permission, plus any the event ofan emergency, the additional repairs or reimbursement. Grantee shall attempt to contact the properiy owner or legal tenant in person, and shall leave a door hanger notice in the event personal contact is not made.

All Grantee personnel shall clean up $15.00 credit plus cleanup and debris caused by the Grantee's disposal ofdebis. activities at a work site and properly dispose of cable materials. 93696 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Standards Of Customer Service Minimum Compensation For Non-Compliance

Services for Customers with Disabilities (Disabilities may be evidenced by a letter from the Customer's physician, or by visual confirmation by the Grantee's installer or service technician)

All Grantees will deliver and pick up $25.00 credit converiers at the home of Customers with disabilities. In the case ofa mal functioning converier, the technician shall provide another converier, hook it up and ensure that it is working properly, and shall retum the defective converier to the Grantee.

AU Grantees will provide TDD/TYY $25.00 credit service through trained operators who can provide any assistance regularly available from a CSR at no charge.

Grantees will install, at no charge, any $25.00 credit closed captioning device purchased by a hearing-impaired Customer.

Grantees will provide free use ofa $25.00 credit and provision of remote converier remote control unit to control unit. mobility-impaired Customers.

Customer Information.

Upon installation, or at a Provide Customer with the informa Customer's request. Grantees tion. $10.00 credit for failure to will provide the following provide. requested information and credit information: 10/2/2002 REPORTS OF COMMITTEES 93697

Standards Of Customer Service Minimum Compensation For Non-Compliance

A. products and services offered;

B. complete range of sennce options and prices;

C. customer service standards;

D. instruction on use of cable TV, interactive TV, Intemet service, remote and on standard VCR hookups;

E. billing, collection and disconnect policies;

F. customer privacy requirements;

G. complaint procedure, containing the City ofthe designated agency to whom the Complaints should be addressed;

H. use and availability of A/B switch;

I. use and availability of parental control/lock-out device;

J. special services for Customers with visual, hearing or mobility disabilities;

K. days, times of operation and locations of the service centers;

L. a copy of Chapter 4-280 ofthe Municipal Code and all appendices thereto. 93698 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Standards Of Customer Service Minimum Compensation For Non-Compliance

Grantees shall provide customers $10.00 credit for each affected and the City with written notifi Customer. cation ofany change in rates, programming or channels at least thiriy (30) days before the date ofthe change.

All officers, agents and employees $10.00 credit ofthe Grantee, its contractors and subcontractors in personal contact uAth the Customer shall have a visible identification card with their name and photograph and shall orally identify themselves upon first contact with the Customer.

All CSRs shall identify themselves $10.00 credit orally to callers immediately following the greeting during_each telephone contact with the public.

Each CSR, technician or employee of $10.00 credit the Grantee in each contact with a Customer shall state the estimated cost ofthe service, repair or installa tion orally prior to delivery of the service or before any work is performed, and shall provide the Customer with an oral statement of the total charges before terminating the telephone call or before leaving the location at which the work was performed. 10/2/2002 REPORTS OF COMMITTEES 93699

Standards Of Customer Sennce Minimum Compensation For Non-Compliance

Customer Privacy.

For any inolation of privacy per The Customer has the choice of either federal law or Municipal Code. a check for $150.00 or a credit to Customer account in the same amount.

Safety.

When the Grantee receives notice At least $40.00 a day for each that an unsafe condition exists twenty-four (24) hour delay in with respect to its equipment. responding to the Customer safety Grantee shall investigate such concems. condition immediately, and shall take such measures as are necessary to remove or eliminate any unsafe condition.

Satisfaction Guaranteed.

Grantees will guarantee Customer The Customer will have the opport satisfaction for every Customer unity to cancel upgraded Cable who requests new or upgraded Service or Other Service unthin thirty Cable Service or Other Service of (30) days. receiving the service and receive a pro rata credit in an amount ecjual to the pro rata charge for the remain ing days of sermce being disconnected if the Customer is dissatisfied with the service, except where a free promotion has been offered, there shall be no charge of any kind for the service or for disconnection ofthe service. 93700 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

SECTION 4. Within stxty (60) days of the effective date of this ordinance, all grantees shall mail to each cable tele'vision and cable modem customer a summary of the customer protections set forth in this ordinance, at no charge to the customer. Such summary shall include the full text of Appendix B. The summary shall be in a form acceptable to the Cable Administrator.

SECTION 5. Following due passage and approval, the requirement in Section 1 ofthis ordinance, codified in section 4-280-630(A)(3), that the Grantee's customer service/call center and bill payment locations serving city customers be located in the City ofChicago, shall take effect on Monday, April 5, 2004. In all other respects, this ordinance shall be in full force and effect following due passage and approval.

AMENDMENT OF ORDINANCE WHICH ESTABLISHED PARKING TICKET AMNESTY PROGRAM BY EXTENSION OF DEADLINE.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council:

Your Committee on Finance, having had under consideration a communication recommending an amendment to the parking ticket amnesty program, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed communication transmitted herewith.

This recommendation was concurred in by a viva voce vote ofthe members ofthe Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman. 10/2/2002 REPORTS OF COMMITTEES 93701

On motion of Alderman Burke, the said proposed ordinance transmitted •with the foregoing committee report was Passed by yeas and nays as foUows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suetrez, Matlak, Mell, Austin, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 47.

Nays — None.

Alderman Beavers moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Section 5 of the ordinance authorizing the parking ticket amnesty program, passed by the City Council ofthe City of Chicago on July 31, 2002, and published at pages 90675 through 90684 ofthe Joumal of the Proceedings of the City Council of the City of Chicago ofthat date, is hereby amended by deleting the language in brackets and inserting the language in italics, as follows:

Section 5. Beginning September 3, 2002, any person who owes the City Five Thousand Dollars ($5,000) or less in unpaid fines and penalties for emy final determinations of parking and/or compliance violations and pays to the City the amounts remaining due on any or all final determinations of liability on or before [October 4]October 15, 2002 shall not be required to pay more than the original amount of the fine relating to any final determination on any violation which occurred prior to January 1, 2002. In such a situation, the Director ofRevenue is authorized and directed to waive any amount above the original fines relating to violations which occurred prior to January 1, 2000.

SECTION 2. Section 6 ofthe ordinance passed by the City Council ofthe City of Chicago on July 31, 2002, and pubhshed at pages 90675 through 90684 of the Joumal of the Proceedings of the City Council of the City of Chicago of that date is hereby amended by deleting the language in brackets and inserting the language in italics, as follows:

Section 6. Section 5 ofthis ordinance shall take effect on September 1, 2002. The remaining portions ofthis ordinance shall take effect on October [5] J 6, 2002. 93702 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

SECTION 3. This ordinance shall take effect upon its passage and approval.

COMMISSIONER OF CULTURAL AFFAIRS AUTHORIZED TO ISSUE CERTIFICATIONS IN CONNECTION WITH ILLINOIS DEPARTMENT OF NATURAL RESOURCES GRANTS.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council:

Your Committee on Finance, having had under consideration a resolution authorizing the Department of Cultural Affedrs to issue certifications in connection with the Illinois Department of Natural Resources grant program, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Adopt the proposed resolution transmitted herewith.

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed resolution transmitted with the foregoing committee report was Adopted by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Bumett, E. Smith, Cetrothers, Wojcik, Suarez, Matlak, Mell, Austin, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 47. 10/2/2002 REPORTS OF COMMITTEES 93703

Nays — None.

Aldermem Beavers moved to reconsider the foregoing vote. The motion was lost.

The following is said resolution as adopted:

WHEREAS, The State oflllinois, through the Department of Natural Resources, has established a Public Museum Capital Grant Program, whereby performing arts organizations may be eligible for grant funding after meeting certain criteria established by that Department; and

WHEREAS, One (1) criteria established by the Department for grant eligibility for those performing arts institutions not located on public land is certification by a municipal elected governing body that an institution actually operates for legitimate purposes and meets established attendance levels; now, therefore.

Be It Resolved by the City Council of the City of Chicago:

SECTION 1. The Commissioner of Cultural Affairs is hereby authorized to make appropriate certifications in connection with Department of Natural Resources grants.

AUTHORIZATION FOR EXECUTION OF LEVERAGED LEASE TRANSACTION WITH CHICAGO TRANSIT AUTHORITY FOR OPERATION AND MAINTENANCE OF PORTION OF "ORANGE LINE" AND FOR TRANSFER OF CERTAIN ANCILLARY FACILITIES ADJACENT THERETO.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council: 93704 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Your Committee on Finance, having had under consideration an ordinance authorizing a leveraged lease transaction related to the Southwest Transit Project, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 47.

Nays — None.

Alderman Beavers moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

WHEREAS, The City of Chicago (the "City") is a body pohtic and corporate under the laws of the State of Illinois emd a home rule unit of local government under Article VII of the Illinois Constitution of 1970; and

WHEREAS, The City previously undertook and completed a mass transportation infrastructure project known as the "Southwest Transit Project"; and

WHEREAS, The City also previously undertook and completed a mass transportation infrastructure project known as the "Dan Ryan Transit Project"; and 10/2/2002 REPORTS OF COMMITTEES 93705

WHEREAS, As a result of the undertaking and completion of the Southwest Transit Project and the Dan Ryan Transit Project, the City currently owns the right- of-way on which a portion of the mass transit line generally referred to as the "Orange Line" is located, together with dual mainline mass transit railroad tracks, stations, a maintenance facility and certain other ancillary facilities; and

WHEREAS, Subsequent to the completion of the Southwest Transit Project, the Chicago Transit Authority (the "C.T.A.") constructed and currently owns certain ancillary facilities that are adjacent to the Orange Line, including, without limitation, a parking lot adjacent to the Kedzie Avenue Station (located at approximately South Kedzie Avenue and West 48* Place); and

WHEREAS, It is in the best interests ofthe City to authorize the acceptance by the City ofthe transfer of ownership from the C.T.A. ofali or a portion ofsuch ancillary facilities, and/or such other mass transit facilities currently utilized in connection with the Orange Line; and

WHEREAS, It is in the best interests of the City, specifically for the purpose of generating funds comprising net present value benefits to the City (the "N.P.V. Funds"), to authorize a leveraged lease transaction, which shall include a service contract option emd a management contract option at the end ofthe sub-lease term, •with respect to that portion of the Orange Line described on Exhibit A (the "Leveraged Lease Transaction"); and

WHEREAS, It is advisable and necessary to authorize the negotiation, execution and delivery of such documents and agreements and the performance of such acts as shall be necessary in connection with the Leveraged Lease Transaction; emd

WHEREAS, Since the City's completion of the Southwest Transit Project, the Orange Line has been continuously operated and maintained by the C.T.A. as a part of its mass transportation system located within the metropolitan area of Cook County; and

WHEREAS, It is in the best interests ofthe City to authorize the execution ofone (1) or more operation and maintenemce agreements (collectively, the "C.T.A. Operation and Maintenance Agreement") with the C.T.A. governing the operation and maintenance ofthe Orange Line and also to authorize the tremsfer of ownership from the City to the C.T.A. of certain ancillary facilities constructed by the City as part of the Southwest Transit Project; and

WHEREAS, The N.P.V. Funds derived from the Leveraged Lease Tremsaction shall be used to fund transit activities, as determined by the City Comptroller (the "ComptroUer") and the City's Budget Director (the "Budget Director"); and 93706 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

WHEREAS, The C.T.A. expects to enter into a leveraged lease transaction for certain of its rail equipment systems and/or sub-systems, including, without limitation, a central control center, supervisory control and data acquisition system, automatic fetre collection system, rail communication systems and wayside rail control and signaling systems (collectively, "QTE Equipment") (the "C.T.A. Leveraged Lease Transaction"); and

WHEREAS, To assist and support the C.T.A. in connection with the C.T.A. Leveraged Lease Transaction, it is necessary for the City to transfer ownership to the C.T.A. of certain equipment and facilities, together with such rights of access as may be reasonably necessary to permit the C.T.A. to accomplish the CT.A. Leveraged Lease Transaction (the "QTE Facilities Transfer"); and

WHEREAS, The right-of-way of the Orange Line is located •within a portion of several redevelopment project areas established by the City under the provisions of the Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11-74.4-1, et seq.) (the "T.I.F. Act"), which redevelopment project areas are listed on Exhibit C to this ordinance (the "Redevelopment Project Areas"); and

WHEREAS, The consummation of neither the Leveraged Lease Transaction nor the QTE Facilities Transfer is related to or in any way reasonably necessary to achieving any ofthe objectives ofthe respective redevelopment plans and projects adopted by the City under the T.I.F. Act for the Redevelopment Project Areas; now, therefore,

J5e It Ordained by the City Council of the City of Chicago, as follows:

SECTION 1. Findings. The City Council adopts the recitals contained in the preambles to this ordinance and incorporates them into this ordinance by reference.

SECTION 2. Description Of And Authorization For The Leveraged Lease Transaction. (a) In connection with the Leveraged Lease Transaction, the Comptroller is authorized to enter into a long-term lease (or leases) (the "Head Lease") for the Orange Line on behalf of the City, as lessor. The lessee under the Head Lease shall be one (1) or more entities as determined by the Comptroller (sometimes referred to herein collectively as the "Equity Participant", and which may be a trust, the beneficiary ofwhich is the Equity Participant). The Head Lease shall be for a term sufficient to qualify the lease as a sale for United States federal income tax purposes, but not to exceed the greater of: (i) one hundred twenty-five percent (125%) ofthe economic useful life ofthe Orange Line; or (ii) ninety-nine (99) years. The Head Lease shall provide for the City to receive an initial pajonent (the "Head Lease Pajrment") from the Equity Participant equal to the fair market value of the Orange Line, determined in accordance with an independent appraisal. The Head Lease shall otherwise contain such terms and pro^visions as are customary for head leases of rail infrastructure property such as the Orange Line as a part of a sale- leaseback transaction. 10/2/2002 ' REPORTS OF COMMITTEES 93707

(b) The ComptroUer is further authorized to enter into a sub-lease (or sub-leases) (the "Sub-Lease") for the Orange Line on behalf of the City, with the Equity Participant as sub-lessor and the City as sub-lessee. The Sub-Lease shall be executed concurrently with the execution ofthe Head Lease and will provide for the City to have the right to use, control and possess the Orange Line. The Sub-Lease shall provide for a fixed expiration date, which date shall not be more than fifty (50) years from the date of execution ofthe Head-Lease and the Sub-Lease. The Sub- Lease will also provide for the right of the City to exercise a Purchase Option (the "Purchase Option") at the expiration ofthe term ofthe Sub-Lease, which if properly exercised by the City wUl terminate the Leveraged Lease Transaction. The Sub- Lease shall contain terms and provisions that are custometry in connection with the consummation of leveraged lease transactions ofrail infrastructure property such as the Orange Line, including, without limitation, provisions requiring: (i) the City to "bear the risk of loss" and make the sub-lessor whole in the event of detmage, destruction or other casualty event; (ii) the City to maintain the Orange Line in accordance with standards specified in the Sub-Lease and to satisfy certain covenants with respect to the physical condition ofthe Orange Line in the event that the City does not exercise its Purchase Option under the Sub-Lease; and (iii) that ifthe City does not exercise its Purchase Option under the Sub-Lease: (x) the sub lessor will have the option to require the City to obtain: (A) an acceptable "service taker" for the Orange Line (which may be the City); and/or (B) an operator ofthe Orange Line (which operator may or may not be the C.T.A., and may be the City; provided, however, that the City shedl not be both the "service taker" and the operator); and (y) the City would cause the refinancing of all or a portion of the Loans (as defined herein). In the event the sub-lessor elects the option described in clause (A) above, the designated "service taker" will execute one (1) or more agreements (each, a "Service Contract") with the sub-lessor (or its designee). In the event the sub-lessor elects the option described in clause (B) above, the designated operator will execute one (1) or more management agreements relating to the Orange Line (each, a "Management Contract") with the sub-lessor (or its designee). The sub-lessor may elect both the option described in clause (A) and the option described in clause (B).

(c) In the event that the City does not exercise its Purchase Option at the end of the Sub-Lease, the Comptroller is authorized to execute at such future date: (i) a Service Contract with the Equity Participant (or its designee), in the event that the Equity Participant elects to require the City to act as "service taker"; or (ii) a Management Contract with the Equity Participant (or its designee), in the event that the Equity Participant elects to require the City to act as operator. The term of any Service Contract or any Management Contract with the City shall not exceed thirty (30) years.

(d) The Service Contract shall generally contain such terms and conditions as etre customary in connection with leveraged lease-to-service contract transactions ofrail infrastructure projects. Such terms and conditions may specificaUy include provisions requiring the City to pay to the Equity Petrticipant (or its designee): all 93708 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

reasonable and necessary expenses incurred in the operation emd maintenance of the Orange Line; indemnification; emy amounts payable to a third-party operator of the Orange Line; the costs of all required repairs, improvements, replacements, additions or alterations to the Orange Line; and such additional amounts as shall be required to pro^vide the Equity Participant with a specified "net economic retlim" (consisting ofa stated net after-tax jdeld and a stated net after-tax cash flow) during each year of the term of the Service Contract. The expected terms and conditions of the Service Contract shall be attached as an exhibit to the Operative Documents (as defined in Section 3(a)), but the Service Contract shaU only be executed at a future date in the event that the City does not exercise its Purchase Option at the end of the Sub-Lease and the Equity Participant elects at that time to require the City to act as "service taker", and may or may not include such expected terms and conditions, with such changes as are deemed acceptable to the ComptroUer.

(e) The Management Contract shall generally contain such terms and provisions as are customeiry in connection with leveraged lease-to-service contract transactions ofrail infrastructure projects. Such terms and conditions may specificaUy include provisions: (i) requiring the City to obtain careful and competent operation and maintenance of the Orange Line; to maintain overaU supervisory control; to maintain adequate records and make reports to the Equity Participant; to provide regular access to the Oretnge Line for inspection by the Equity Participant; to cause to be provided all labor, materials, tools emd related items necessary for normal maintenance, (and such additional terms relating to operation and maintenance of the Orange Line as the City and the Equity Participant shall agree); and (ii) entitiing the City to receive, as consideration for its service as operator: (X) a monthly fee in accordance •with a then-determined formula or fixed amount that takes into account train miles, usage or a related indicator of the level of service provided and which is consistent •with then-applicable industry practice; and (Y) a fixed annual amount that is negotiated and agreed to immediately prior to each year during the term of the Management Contract, based upon anticipated operating and maintenance costs and expenses as estimated by the City and subject to reduction for the City's negligence, strikes or labor actions, force majeure events, the City's failure to perform its obligations under the Management Contract and the City's acts and omissions. Furthermore, the City, as operator, would be required to indemnify the service taker and the Equity Participant for damages resulting from the City's failure to provide the required services. The City's compensation as operator would be adjusted do^wnward or upward if the services it provides are lower or greater, respectively, than certain performance standards set forth in the Memagement Contract. The expected terms and conditions ofthe Management Contract shall be attached as an exhibit to the Operative Documents, but the Management Contract shall only be executed at a future date in the event that the City does not exercise its Purchase Option at the end of the Sub-Lease and the Equity Participant elects at that time to require the City to act as the operator, and may or may not include such expected terms and conditions, with such changes as are deemed acceptable to the Comptroller. 10/2/2002 REPORTS OF COMMITTEES 93709

(f) In the event that the Equity Participant elects the option described in clause (c)(i) above but the City determines not to execute the Service Contract, the Equity Participant may have the right to require the City to locate another suitable service taker or to then exercise its Purchase Option and to pay all amounts required under the Operative Documents to then terminate the Leveraged Lease Transaction. The Operative Documents may also provide for the right ofthe City to subsequently elect to exercise a purchase option at the end of the term of emy Service Contract or any Management Contract, whether or not the City is a party to such Service Contract or Management Contract.

(g) In the event that the City does not exercise its Purchase Option at the end of the Sub-Lease (or if the Sub-Lease is terminated for any reason other them the City's exercise ofthe Purchase Option or ofany additional purchase option granted to the City) emd if required by the Equity Participant, the Operative Documents may contain provisions applicable during any period that the Sub-Lease has been terminated and during which the Orange Line is being used to provide mass transportation service to the general public consistent with the tjrpe of service currently provided: (i) requiring the City to cause to be provided to the Equity Participant (or its designee) specified etmounts of the sales tax revenues and other capital and operating revenues currentiy provided by the Regional Transportation Authority (the "R.T.A.") to the C.T.A. in respect of the C.T.A.'s operation of the Orange Line (the "Orange Line Subsidy"); and/or (ii) requiring the City to provide to the Equity Petrticipant (or its designee) funds in an amount substantiaUy equivalent to the Oremge Line Subsidy. The City shall appropriate amounts sufficient to satisfy the obligation described in clause (ii) above and the City hereby covenants to take timely action as required by law to carry out the provisions ofthis sub-section but, if for any year it fails to do, this ordinance shall constitute a continuing appropriation of such amounts, without any further action on the part of the City Council.

(h) The Comptroller is also authorized to execute one (1) or more agreements (collectively, the "Support Agreements") requiring the City to provide, or cause to be provided, to the Equity Participant (or its designee) after the termination ofthe Sub- Lease in the event that the City does not exercise its Purchase Option at the end of the Sub-Lease (or ifthe Sub-Lease is terminated for any reason other than the City's exercise ofthe Purchase Option or ofany additional purchase option granted to the City): (i) in exchange for the pajonent of fair market value, support services that are essential for the continued operation of the Orange Line as a mass transportation facility, such services to include, without limitation: access to the Roosevelt Road and the Loop elevated stations; the right to use or have access to rail cars, control center and related equipment, electrical power, fare collection equipment; and (ii) the equitable allocation and distribution of revenues attributable to passengers using the Orange Line.

(i) It is anticipated that the Equity Participant will make the Head Lease Pajonent to the City utilizing its own equity (the "Equity Contribution") and the proceeds of 93710 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

loans (the "Loans") made by a third party or parties (coUectively, the "Loan Provider") to the Equity Participant on the closing date of the Leveraged Lease Transaction. The Comptroller is authorized to apply a portion of the Head Lease Pajrment to economically, but not legally, defease: (i) all base rent required to be paid by the City under the Sub-Lease attributable to servicing the Loans, thereby satisfying all obligations of the Equity Participant for repajrment of the Loans during the term of the Sub-Lease (the "Debt Defeasance"); and (ii) all base rent required to be paid by the City under the Sub-Lease attributable to obligations to provide the Equity Participant with rental cash flow and, in the event that the City subsequently elects to exercise the Purchase Option under the Sub-Lease, the City's buyout option pajrment (and any related or collateral pajrment obligations to the Equity Participant) (the "Equity Defeasance"). The Comptroller is authorized to execute and deliver such defeasemce or escrow agreements, as well as to execute and deliver agreements providing for additional collateral to cover the difference from time to time between amounts available under any such defeasance or escrow agreements and the amounts that may be due under the Sub-Lease (collectively with the Equity Defeasance and the Debt Defeasance, the "Defeasance Agreements") in connection with the Leveraged Lease Transaction as he may deem appropriate in accordance with the provisions ofthis ordinance. All Defeasance Agreements shall be executed with parties or counter-parties selected by the Comptroller to be in the best interests of the City.

(j) The amount ofthe Head Lease Pajrment remaining, after pajonent of amounts required by the City to fund the Defeasance Agreements and after pajonent of transaction costs, will constitute the N.P.V. Funds. The Budget Director emd the Comptroller are authorized to use the N.P.V. Funds to fund transit activities, as they shall determine.

SECTION 3. Execution Of Documentation; Additional Authorizations, (a) In connection with the Leveraged Lease Transaction, the Comptroller is authorized to negotiate, execute and deliver such other agreements and documentation, including, without limitation: participation agreements, tax indemnity agreements, guarantees, irrevocable pajonent agreements, letters of credit, loan payment undertakings or other forms of financial security or credit enhancement to secure pajrment of amounts due under the Sub-Lease, depository agreements, agreements for the purchase of United States Treasury Securities or other securities, investment agreements or other arrangements providing for the investment of monies paid to the City under the Head Lease, agreements to pledge securities and/or other investments in connection with the Defeasance Agreements and interest rate swaps (or other arrangements to hedge pajonent, rate spread or similar exposure) (collectively, the "Financial Guaremtee Arrangements"); insurance policies or other insurance arrangements; agreements providing for the refinancing ofali or a portion of the Loans; agreements providing for the grant of a lien on, pledge of and/or security interest in some or all of the Orange Line and of collateral for pajonent of amounts due under the Sub-Lease, all as are determined by the Comptroller to be 10/2/2002 REPORTS OF COMMITTEES 93711

required to consummate the Leveraged Lease Transaction (such documents, together with the Head Lease, the Sub-Lease, emy Service Contracts and any Management Contracts constituting the "Operative Documents"), all such Operative Documents to be with parties or counter parties selected by the Comptroller to be in the best interests of the City.

(b) In order to consummate the Leveraged Lease Transaction, the ComptroUer and the Commissioner ofthe Department ofTransportation ("C.D.O.T.") are each hereby authorized to negotiate, execute and deliver such other documents and agreements as they shall deem necessetry and in the best interests of the City, with such govemmental agencies or other parties or persons they shall deem necessary, including, •without limitation, the Federal Transit Administration, the lUinois Department ofTransportation, the R.T.A. (including, without limitation, agreements providing for the assignment to the Equity Participemt (or its designee) ofthe Orange Line Subsidy during any period when the Sub-Lease has been terminated), the Northeast Illinois Commuter Railroad Corporation (Metra), and with such railroads or other entities as they shall deem necessary to consummate the Leveraged Lease Transaction.

(c) In addition to the authorizations and approvals set forth in the preceding paragraphs ofthis ordinance, the Mayor, the Comptroller, the Budget Director, the Commissioner of C.D.O.T., the Corporation Counsel and the City Clerk are each hereby authorized and directed to do all such other acts and to execute, acknowledge and deliver all such other agreements, documents, instruments, financing statements, certificates and letters of representation for, and in the name and on behalf of, the City as may in each such officer's individual discretion be deemed necessary or desirable in order to carry out and comply with the intent and purposes ofthis ordinance. All ofthe acts of such officers which are in conformity with the intent and purposes of this ordinance, whether heretofore or hereafter taken or done, shall be and the same are in all respects ratified, confirmed, authorized and approved hereby.

(d) The Comptroller is authorized to select one (1) or more financial institutions to act as the City's financial consultant (collectively, the "Arranger") in connection with the Leveraged Lease Transaction. The Comptroller is also authorized to select one (1) or more firms to act as the City's appraiser (collectively, the "Appraiser") in connection with the Leveraged Lease Transaction. The Comptroller is authorized to negotiate and execute such agreements with the Arranger, the Appraiser and other professional service providers as he determines to be in the best interests of the City.

(e) The aggregate of the transaction costs to be incurred in connection with the Leveraged Lease Transaction, including without limitation, fees paid to the Arranger, fees paid to the Appraiser, fees paid in connection •with the execution and delivery 93712 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

of the Defeasance Agreements emd the Financial Guarantee Arrangements and counsel fees shall not exceed five percent (5%) ofthe appraised fair market value of the Orange Line.

(f) The preparation, use and distribution of an offering memorandum (and such other sales, marketing and disclosure materials as the Comptroller determines to be necessetry) (collectively, the "Offering Materials") relating to the Leveraged Lease Transaction is authorized and approved. The Offering Memorandum shall be in such form and contain such information as is determined by the Comptroller, in consultation with the Arranger, to be necessary to solicit offers from potential equity participants and potential loan providers, including, without limitation, information describing the proposed terms and conditions of the Leveraged Lease Transaction and the current financial and operating condition of the City generally and the Orange Line specifically.

SECTION 4. Determination Of Leveraged Lease Transaction. To evidence the exercise ofthe authority delegated to the Comptroller by this ordinance, subsequent to the execution ofthe Operative Documents, the ComptroUer shall cause to be filed with the City Clerk ofthe City a written determination, directed to the City Council, identifying or establishing the following:

(a) the term ofthe Head Lease, the term ofthe Sub-Lease, the date(s) on which the Purchase Option (and any other purchase option) may be exercised;

(b) the expected~terms and conditions of emy service contract and any management contract;

(d) the Equity Participant emd the Loan Provider;

(e) the amount of the Equity Contribution and the Loans;

(f) the amount of and pajonent dates for each installment of rent to be paid under the Lease and the Sub-Lease;

(g) the amount required to be paid by the City to exercise its Purchase Option at the end of the Sub-Lease and to subsequently exercise any other purchase option;

(h) the terms and conditions of aU Defeasance Agreements and Financial Guarantee Arrangements, specifically including the counter parties and any applicable fees to be paid thereunder; 10/2/2002 REPORTS OF COMMITTEES 93713

(i) the respective stipulated loss values, insurance coverages and default amounts, if any, •with respect to the Orange Line on each rent pajrment date under the Head Lease and the Sub-Lease;

(j) the N.P.V. Poinds to be derived by the City from the Leveraged Lease Transaction, determined as provided in Section 2(j) ofthis ordinemce; emd

(k) the purpose or puiTJOses to which the N.P.V. Funds •wiU be applied.

SECTION 5. QTE Facilities Transfer To C.T.A.. The Mayor, the Commissioner of C.D.O.T. and the Corporation Counsel etre each authorized to execute emd deliver: (i) one (1) or more bills of sede and other such documents as are reasonably necessary to transfer ownership to the C.T.A. of: (x) all or any portion of the facilities and equipment described on Exhibit B; and (y) such other facilities or equipment as may qualify as QTE Equipment and is determined by the Comptroller and the Commissioner of C.D.O.T. to be appropriate to transfer to the C.T.A. in connection with the CT.A. Leveraged Lease Transaction (collectively, the "QTE Facilities"); and (ii) to the extent reasonably necessary, such documents as may be required to provide the C.T.A. (and its designees) with access to the QTE Facilities, all in order to consummate the C.T.A. Leveraged Lease Transaction. The QTE Facilities Transfer shall be in the nature of a quitclaim transfer, without representations and wetrranties as to the condition of the QTE Facilities. In consideration for the QTE Facilities Transfer, the CT.A. shall pay the City One and no/ 100 Dollars ($1.00) (and such other valuable consideration as shall be set forth in such bill(s) of sale). The QTE Facilities Transfer may occur prior to and independent ofthe consummation ofthe Leveraged Lease Transaction. To evidence the exercise of the authority delegated to the Comptroller by this ordinance, subsequent to the consummation of the QTE Facilities Transfer, the Comptroller shedl cause to be filed with the City Clerk of the City a •written determination, directed to the City Council, identifying each QTE Facility transferred to the C.T.A.

SECTION 6. Other Agreements With The C.T.A.. (a) The Comptroller and the Commissioner of C.D.O.T. are authorized to negotiate the terms and conditions of the C.T.A. Operation and Medntenance Agreement; provided; however, the C.T.A. Operation and Maintenance Agreement shall provide, among other things, for: (i) a term ofnot to exceed ninety-nine (99) years; (ii) operation and maintenance of the Orange Line by the C.T.A. generaUy •without pajrment of financial consideration by the City to the C.T.A.; and (iii) the right of the C.T.A. to retain certain revenues derived from and relating to the operation of the Orange Line as a tremsit system.

(b) The Comptroller and the Commissioner of C.D.O.T. are also authorized to negotiate the terms of any agreements with the C.T.A. as are required, to consummate the Leveraged Lease Transaction, including, without limitation: (i) agreements providing for the assignment to the Equity Petrticipant (or its designee) 93714 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

ofthe Oremge Line Subsidy; and (ii) agreements providing for the Equity Participant (or its designee) to have the right, in the event that the City does not exercise its Purchase Option at the end ofthe Sub-Lease (or ifthe Sub-Lease is terminated for any reason other them the City's exercise of the Purchase Option or of any additional purchase option granted to the City) to cause the City to obtain an operator for the Orange Line other than the C.T.A., all as the Comptroller and the Commissioner of C.D.O.T. deem necessary and in the best interest ofthe City. The Comptroller and the Commissioner of C.D.O.T. etre also authorized to negotiate the terms and conditions of such documents as are necessary to accept transfer of ownership from the C.T.A. of certain mass transit and/or other ancilleuy facilities that etre currently owned by the C.T.A. and utilized in connection with and/or located adjacent to the Orange Line, including, without limitation, the parking lot located adjacent to the Kedzie Station at approximately South Kedzie Avenue and West 48* Place, ifthe inclusion of such ancillary facihties in the Leveraged Lease Transaction is determined, by the Comptroller, to be in the best interests ofthe City. In consideration for the transfer of ownership of such facihties, the City shall pay the C.T.A. One and no/100 Dollar ($1.00) (and such other valuable consideration as shall be set forth in such documents).

(c) Either in connection with the execution and delivery of the C.T.A. Operation and Maintenance Agreement or subsequent thereto, the Mayor and the Commissioner of C.D.O.T. are authorized to execute and dehver one (1) or more bills of sale and such other documents as may be reasonably necessary to transfer ownership to the C.T.A. ofali or any portion ofthe track, equipment, facilities and rail infrastructure (the "Ancillary Orange Line Facilities"): (i) constructed by the City as a part ofthe Southwest Transit Project and currently owned by the City; emd (ii) located •within that portion of the right-of-way of the Orange Line designated as "SWTP-1 17", as depicted on attached Diagram A. The transfer of the Ancillary Orange Line Facilities (the "Ancillary Orange Line Facilities Transfer") shall be in the nature of a quitclaim transfer, without representations and warranties as to the condition ofsuch facilities. In consideration for the Ancillary Orange Line Facilities Transfer, the C.T.A. shall pay the City One and no/100 Dollar ($1.00) (and such other valuable consideration as shall be set forth in such bill(s) of sale and related documents).

(d) The Mayor ofthe City, the Comptroller and the Commissioner of C.D.O.T. are each hereby authorized to execute and deliver, on behalf of the City, the C.T.A. Operation and Maintenance Agreement, the other agreements and documents described in subsection (b) and the bUIs of sale emd other documents described referred to in subsection (c) in connection with the Ancilleuy Orange Line Facilities Transfer. 10/2/2002 REPORTS OF COMMITTEES 93715

SECTION 7. Repealer. To the extent that any ordinance, resolution, order or pro^vision of the Municipal Code of Chicago, or part thereof, is in conflict with the provisions ofthis ordinance, the provisions ofthis, ordinance shall be controlling. Ifany section, paragraph, clause or provision shall be held invalid, the invaUdity of such section, paragraph, clause or provision shall not affect any of the other provisions of this ordinance.

SECTION 8. Effective Date. This ordinance shall be in full force and effect from emd after its passage.

[Diagram A referred to in this ordinance printed on page 93717 of this Journal]

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

ExhibU "A".

Description Of The Orange Line.

The portion ofthe Orange Line to be included in the Leveraged Lease Transaction shall be generally described as follows and is depicted on attached Diagram A:

The right-of-way commencing at the centerline of South State Street (in the vicinity ofthe point of intersection ofthe Orange Line and the C.T.A.'s Green Line mass transit line) and running west and southwest therefrom to the point of termination at Chicago Midway Airport, together with the dual main line mass transit railroad track; stations at Halsted Street, Ashland Avenue, Archer Avenue, Westem Avenue, Kedzie Avenue, Pulaski Road, Chicago Midway Airport; the rail yard located in the area adjacent to and generally north of the Chicago Midway Airport station complex, together with the maintenance facility structure located generally at the westem edge of the rail yard south of the alignment of West 56* Street; together with such ancillary facilities as are determined by the Commissioner of C.D.O.T. and the Comptroller to be appropriate and in the best interests ofthe City to include in the Leveraged Lease Transaction and •with such adjustments thereto as shall be established by the Commissioner of C.D.O.T. and the Comptroller. 93716 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

ExhibU "B".

Description Of Ceriain QTE Facilities.

The location of each QTE Facility (other than Item 7) is depicted on attached Diagram A.

1) Tower 12 Relay House.

2) Roosevelt Road Relay House.

3) 47* Street Relay House.

4) 17* Street Relay House.

5) Cermak Road Relay House.

6) 15* Street "Diamond" Relay House.

7) Fiber Optic Communication Equipment and Facilities located alongside or adjacent to the Orange Line right-of-way.

ExhibU "C".

Description Of Redevelopment Project Areas.

Midway Industrial Corridor Redevelopment Project Area.

63"^" and Pulaski Redevelopment Project Area.

5P' and Archer Redevelopment Project Area.

43"^" and Damen Redevelopment Project Area.

Pilsen Redevelopment Project Area.

Chinatown Basin Redevelopment Project Area.

River South Redevelopment Project Area.

Near South Redevelopment Project Area. 10/2/2002 REPORTS OF COMMITTEES 93717

Diagram "A".

Southwest Transit Project. 93718 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

AUTHORIZATION FOR ISSUANCE AND SALE OF CITY OF CHICAGO SPECIAL ASSESSMENT IMPROVEMENT BONDS, SERIES 2002 (LAKESHORE EAST PROJECT).

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council:

Your Committee on Finance, having had under consideration an ordinance authorizing the issuance of City of Chicago Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project), amount of bonds not to exceed $60,000,000, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Alderman Edward M. Burke abstained from voting pursuant to Rule 14 ofthe City Council's Rules of Order and Procedure.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matiak, Mell, Austin, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone - 46.

Nays — None. 10/2/2002 REPORTS OF COMMITTEES 93719

Aldermem Beavers moved to reconsider the foregoing vote. The motion was lost. r Alderman Burke invoked Rule 14 of the City Council's Rules of Order and Procedure, disclosing that he had represented parties to this ordinance in previous and unrelated matters.

The following is said ordinance as passed:

WHEREAS, The City ofChicago, Illinois (the "City") is a municipal corporation and home rule unit ofthe State oflllinois authorized pursuant to Article 9 ofthe Illinois Municipal Code, 65 Illinois Compiled Statutes 5/9, and the Special Assessment Supplemental Bond and Procedures Act, 50 Illinois Compiled Statutes 460, as modified and supplemented by Section 075 of Title 2, Chapter 102 ofthe Municipal Code of Chicago, to undertake a local improvement by special assessment and to issue special assessment improvement bonds to finance the cost of such local improvement; and

WHEREAS, On June 19, 2002, the Mayor and City Council of the City (the "Corporate Authorities") adopted an ordinance of the City entitled: "An Ordinance Providing for the Installation of Sanitary Sewers, Watermains, Storm Sewers, Public Park Improvements and Right-of-Way Improvements in Regard to the Lakeshore East Development [Special Assessment Docket Number 58763/Warrant Number 62456]" (the "Special Assessment Ordinance") providing for the acquisition and construction of local improvements to benefit property described therein and referred to as the Lakeshore East Project (the "Improvements"); emd

WHEREAS, It is anticipated that the Circuit Court of Cook County, Ilhnois wiU enter em order (the "Confirmation Order") confirming judgment on the Assessment in the aggregate sum of Sixty-seven Million Four Hundred Fifteen Thousand Seven Hundred Thirty-one Dollars ($67,415,731) and the Series 2002 Bonds (as defmed below) •will not be issued unless and until such Confirmation Order has been entered; and

WHEREAS, The City proposes to issue its Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project) (the "Series 2002 Bonds"), in the aggregate principal amount not to exceed Sixty Million Dollars ($60,000,000) pursuant to aTmst Indenture (the "Bond Indenture") to be entered into between the City and BNY Midwest Trust Company, as trustee (the "Trustee"), and to enter into a servicing agreement (the "Servicing Agreement") with BNY Asset Solutions, L.L.C. (the "Servicing Agent") emd the Trustee, such Bond Indenture and Servicing Agreement to be substantiaUy in the forms presented to this meeting; and

WHEREAS, The City hereby finds and determines that the Improvements are in the public interest and serve a public purpose; emd 93720 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

WHEREAS, Forms ofthe Bond Purchase Agreement (the "Purchase Agreement") by and among the City, Lakeshore East Development Group, L.L.C. and Lakeshore East, L.L.C. (collectively, the "Developer"), William Blair 8& Company and Podesta & Co. (collectively, the "Underwriter"), the Preliminary Limited Offering Memorandum (the "Preliminary Limited Offering Memorandum") with respect to the Series 2002 Bonds, the Servicing Agreement and the Bond Indenture, each in substantially final form, have been prepared and presented to this meeting as exhibits to this ordinance; now, therefore.

Be It Ordained by the Mayor and City Council of the City of Chicago, Illinois, as foUows:

SECTION 1. Incorporation Of The Recitals. The Corporate Authorities hereby find that all of the recitals contained in the preambles to this ordinance are true, correct and complete and are hereby incorporated by reference thereto and are made a part hereof.

SECTION 2. Public Purpose. The financing of the Improvements, the funding of capitalized interest on the Series 2002 Bonds, the funding of the Debt Service Reserve Account and the Making and Levying Fund under the Bond Indenture and the pajrment of necessary expenses incidental to the Improvements and the issuance of the Series 2002 Bonds are hereby authorized and determined to be in the public interest and in furtherance of the public purposes of the City.

SECTION 3. Authorization Of Bonds. In order to provide funds to carry out the public purposes set forth in Section 2 hereof, there are hereby authorized to be issued the limited obligation special assessment improvement bonds of the City in the aggregate principal amount ofnot to exceed Sixty Million Dollars ($60,000,000), which bonds shall be designated "Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project)". The Series 2002 Bonds shall be authorized and issued pursuant to Division 2 of Article 9 ofthe Illinois Municipal Code, the Special Assessment Supplemental Bond and Procedures Act and the Local Government Debt Reform Act, 30 Illinois Compiled Statutes 350 and an ordinance of the City entitled "Amendment of Title 2, Chapter 102 ofthe Municipal Code of Chicago by Addition of New Section 075 Regarding Home Rule Powers in Special Assessment Proceedings" passed by the Corporate Authorities of the City on July 25, 2001 (collectively, the "Authorizing Acts"). The City elects to apply to the Series 2002 Bonds the provisions ofthe Special Assessment Supplemental Bond and Procedures Act.

Authority is granted to the Mayor or the Chief Financial Officer to determine to sell the Series 2002 Bonds on such terms, subject to Section 5 hereof, as and to the extent such officers determine that such sale is desirable and in the best financial interest of the City. 10/2/2002 REPORTS OF COMMITTEES 93721

As used in this ordinance, the term "Chief Financial Officer" means the Chief Financial Officer of the City appointed by the Mayor of the City or, if there is no such officer then holding the office, the City Comptroller.

The Series 2002 Bonds shall be issuable as fully registered bonds •without coupons; shall be dated, executed and authenticated in the manner set forth in the Bond Indenture; shall bear interest from their date on the unpaid principal thereof at the rate not to exceed nine percent (9%) per annum; shall be payable as to principal and interest at the times and in the amounts set forth in the Bond Indenture; shall mature not later than December 1, 2035; and shall be subject to redemption prior to maturity at the times, under the eircumstemces, in the manner and at the redemption prices set forth in the Bond Indenture.

The Series 2002 Bonds, together with the interest payable thereon, shall be limited obligations of the City, payable from and secured as to the pajonent of the principal of or redemption price thereof and interest thereon, in accordance with their terms and the provisions of the Bond Indenture solely by the Trust Estate (as defined in the Bond Indenture) which includes the Assessment (as defined in the Bond Indenture) and other funds ofthe City held pursuant to, and as provided in, the Bond Indenture; and, pursuemt to Section 13 of the Local Government Debt Reform Act, the Trust Estate is pledged to the Trustee for the benefit ofthe owners of the Series 2002 Bonds, subject only to the provisions of the Bond Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in the Bond Indenture.

Neither the State of Illinois nor any political subdi^vision thereof (other than the City) shall be obligated to pay the principal of or purchase or redemption price thereof or interest on the Series 2002 Bonds, and neither the full faith and credit nor the taxing power of the State or any political subdivision thereof (including the City) is pledged to the pajrment ofthe principal of or redemption price or interest on, the Series 2002 Bonds. The Series 2002 Bonds do not constitute a debt of the City within any constitutional or statutory limit. No Bondholder or receiver or trustee in connection with the pajrment of the Series 2002 Bonds shall have any right to compel the State or any political subdivision thereof (including the City) to exercise its appropriation or taxing powers.

The Series 2002 Bonds shall be issued in compliance with and under authority of the provisions of the Authorizing Acts, this ordinance and the Bond Indenture. The Series 2002 Bonds shall be executed on behalf of the City with the official manual or facsimile signatures of the Mayor and the City Clerk and shall have printed thereon a facsimile of its corporate seal or impressed thereon manually its corporate seal. In case any officer who shall have signed (whether manually or in facsimile) any of the Series 2002 Bonds shall cease to be such officer of the City before the Series 2002 Bonds have been authenticated by the Trustee or dehvered or sold, such Series 2002 Bonds with the signatures thereto affixed may, nevertheless, be authenticated by the Trustee, and delivered, and may be sold by 93722 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

the City, as though the person or persons who signed such Series 2002 Bonds had remained in office. The appointment of BNY Midwest Trust Company as trustee under the Bond Indenture is hereby approved.

SECTION 4. Approval Of Documents. The forms, terms and provisions of the Fhirchase Agreement attached hereto as Exhibit A, the Servicing Agreement attached hereto as Exhibit B and the Bond Indenture attached hereto as Exhibit C are hereby in all respects approved, and any of the Mayor, Chief Financial Officer, Comptroller, Director of Revenue (in connection with the Servicing Agreement) and Clerk of the City are hereby authorized, empowered and directed to execute and deliver the Purchase Agreement, the Servicing Agreement and the Bond Indenture in the name and on behalf of the City. The Purchase Agreement, the Servicing Agreement and the Bond Indenture, as executed and delivered, shall be in substantially the forms now before this meeting and hereby approved, or with such changes therein as shall be approved by the officers ofthe City executing the same, their execution thereof to constitute conclusive evidence of their approval ofany and all changes or revisions therein from the forms of the Purchase Agreement, the Servicing Agreement and the Bond Indenture now before this meeting. The officers, agents and employees of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out the intent and accomplish the purposes of this ordinance and to comply with and make effective the provisions of the Purchase Agreement, the Servicing Agreement and the Bond Indenture, as executed. The compensation to be paid to the Servicing Agent under the Servicing Agreement shall be subject to the approval of the Director of Revenue subject to applicable law.

SECTION 5. Bond Sale. The sale of the Series 2002 Bonds pursuant to the Purchase Agreement to the Underwriter, at a price of not less than ninety-six percent (96%) ofthe original principal amount thereof to be issued, exclusive ofany original issue discount on the Series 2002 Bonds, plus accrued interest to the date of delivery, is hereby authorized and approved.

The use and distribution ofthe Preliminary Limited Offering Memorandum by the Underwriter, prepared •with respect to the Series 2002 Bonds is hereby ratified and approved. Any ofthe Mayor, Chief Financial Officer, Comptroller and Clerk ofthe City are hereby authorized, empowered and directed to execute and deliver a final Limited Offering Memorandum, substantially in the form ofthe Preliminary Limited Offering Memorandum attached hereto as Exhibit D or with such additions, changes or deletions therein as shall be approved by the officer ofthe City executing the same and as are necessary to reflect the final terms of the Series 2002 Bonds, his or her execution thereof to constitute conclusive evidence of his or her approval ofany and all changes or revisions therein from the form ofthe Preliminary Limited Offering Memorandum now before this meeting. 10/2/2002 REPORTS OF COMMITTEES 93723

SECTION 6. Notification Of Sale. Subsequent to the sale of the Series 2002 Bonds, the Chief Financial Officer shall file in the Office of the City Clerk a notification of sale directed to the City Council setting forth (i) the original principal emiount of, maturity schedule and redemption provisions for the Series 2002 Bonds sold, (ii) the interest rates on the Series 2002 Bonds sold, (iii) the compensation paid to the Underwriter in connection with such sale and (iv) the amount of the proceeds of the Bonds to be applied as set forth in Section 7 of this ordinance. There shall be attached to such notification the final form of the Bond Indenture, the Purchase Agreement and the Limited Offering Memorandum.

SECTION 7. Use Of The Proceeds Of Series 2002 Bonds. The proceeds from the sale of any of the Series 2002 Bonds shall be apphed to (i) pay for the Improvement, (ii) pay a portion of the interest accruing on the Series 2002 Bonds for a period estimated to end on the later of (a) six (6) months after the estimated date of completion of construction ofthe Improvements or (b) two (2) years after the date the Series 2002 Bonds are issued, (iii) pay certain expenses incurred in connection •with the issuance of the Series 2002 Bonds, and (iv) provide any required deposit in the Debt Service Reserve Account and the Making and Levying Fund, all as shall be set forth in the Bond Indenture, and such proceeds are hereby appropriated for such purposes.

SECTION 8. Proxies. The Mayor and the Chief Financial Officer may each designate another to act as their respective proxy and to affix their respective signatures to each Bond, whether in temporary or definitive form, and to any other instrument, certificate or document required to be signed by the Mayor or the Chief Financial Officer pursuant to this ordinance, the Bond Indenture or any Supplemental Indenture. In each case, each shall send to the City Council •written notice of the person so designated by each, such notice stating the name of the person so selected and identifying the instruments, certificates and documents which such person shall be authorized to sign as proxy for the Mayor and the Chief Financial Officer, respectively. A written signature of the Mayor or the Chief Financial Officer, respectively, executed by the person so designated undemeath, shall be attached to each notice. Each notice, with signatures attached, shall be recorded in the Joumal of the Proceedings of the City Council and filed with the City Clerk. When the signature ofthe Mayor is placed on an instrument, certificate or document at the direction ofthe Mayor in the specified manner, the same, in all respects, shall be as binding on the City as if signed by the Mayor in person. When the signature ofthe Chief Financial Officer is so affixed to an instrument, certificate or document at the direction ofthe Chief Financial Officer, the same, in all respects, shall be binding on the City as if signed by the Chief Financial Officer in person.

SECTION 9. Modification Of Exhibit L To Special Assessment Ordinance. Exhibit L to the Special Assessment Ordinance is hereby amended to read as set forth in Exhibit E hereto.

SECTION 10. Enactment. The provisions of this ordinance are hereby declared 93724 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

to be separable and if emy section, phrase or provision shaU for any reason be decleired by a court of competent jurisdiction to be invalid or unenforceable, such declaration shall not affect the validity or enforceability of the remainder of the sections, phrases and provisions hereof. AU ordinances, orders and resolutions and parts thereof in conflict herewith are to the extent ofsuch conffict hereby repealed, and this ordinance shall take effect and be in full force immediately upon its adoption. No provision of the Municipal Code or violation of emy provision of the Municipal Code shall be deemed to impair the validity of this ordinance or the instruments authorized by this ordinance or to impair the security for or pajrment ofthe instruments authorized by this ordinance; provided further, however, that the foregoing shall not be deemed to affect the availability of any other remedy or penalty for any violation of any provision of the Municiped Code.

A copy ofthis ordinance shall be published in pamphlet form, filed in the office of the Clerk of the City and made available for public inspection.

This ordinance shall become effective upon its passage and approval.

Exhibits "A", "B", "C", "D" and "E" referred to in this ordinance read as foUows:

ExhibU "A". (To Ordinance)

$60,000,000

CUy Of Chicago

Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project)

Bond Purchase Agreement.

2002

City of Chicago Lakeshore East Development Group, City Hall L.L.C. 121 North LaSalle Street Lakeshore East, L.L.C. Chicago, Ilhnois 60602 1 West Superior Street, Suite 200 Chicago, Illinois 60610 10/2/2002 REPORTS OF COMMITTEES 93725

Ladies and Gentlemen:

The undersigned, William Blair 85 Company, L.L.C. and Podesta & Co. (collectively, the "Original Purchaser"), offers to enter into the foUowing agreement (this "Contract") -with the City ofChicago (the "City") which, upon acceptance by the City of this offer and approved of this Contract by the developer (as defined below), wUl be binding upon the City, the developer and the Original Purchaser. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Limited Offering Memorandum (as hereinafter defined).

This offer is made subject to your mutual acceptance on or before 5:00 P.M., Chicago time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Original Purchaser upon notice delivered to the City and the Developer at the addresses set forth above at emy time prior to the acceptance hereof by the City and the Developer. This offer is also subject to the follovring provisions:

1. Definitions.

For purposes of this Contract, the following terms have the meanings specified in this section, unless another meaning is plainly intended:

"Act" means the Municipal Code of Chicago, the Illinois Municipal Code, the Special Assessment Supplemental Bond and Procedures Act, the Local Government Debt Reform Act, the Special Assessment Law, the special assessment ordinance and the Illinois Constitution.

"Ancillary Documents" means the special assessment ordinance, the confirmation order, the supplemental ordinance, the indenture, the tax agreement, the limited offering memorandum, the development agreement, the servicing agreement, the Intergovemmental Agreement, the Home Rule Ordinance, and all other agreements and certificates executed and delivered in connection with the issuance and sale of the bonds.

"Appraisal" means the appraisal dated as of , 2002 as prepared by

"Assessment" means the assessment for the improvement as entered by the court in the confirmation order.

"Authorized Officer" means the Mayor, Chief Financial Officer, City Comptroller or City Clerk, in addition, any other officer or employee of the city who is authorized to perform specific acts or duties by ordinance or resolution duly adopted by the corporate authorities. 93726 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

"Bonds" meems the interest-bearing, tax-exempt obligations issued by the city pursuemt to the supplemental ordinance and the indenture and called the city of Chicago, Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project).

"Business Day" means any day other than a Saturday, Sunday, legal holiday or a day on which banking institutions are required or authorized by law to be closed in the City of Chicago or the State of Illinois or a day on which the New York Stock Exchange is closed.

"City" means the City of Chicago.

"Closing" means the closing as defined in Section 2(B) herein held on the closing date.

"Closing Date" means , 2002 or such earlier or later date as the City, the developer and the original purchaser shall mutually agree upon and refers to the date on which the transaction by which the City causes the trustee to deliver the Bonds to the original purchaser and the Bonds are paid for by the original purchaser pursuant to this contract.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confirmation Order" meems the order of the court in the proceeding, entered 2002, confirming judgment on the Assessment.

"Contract" meems this Bond Purchase Agreement.

"Corporate Authorities" means the Mayor and the City Council of the City.

"Court" meems the Circuit Court of Cook County, Illinois, County Department, County Division.

"Developer" means, collectively, Lakeshore East Development Group, L.L.C. and Lakeshore East, L.L.C.

"Developer Information" means the information relating to the Developer in the limited offering memorandum under the captions "Introductory Statement"; "Plan of Finance"; "Estimated Sources emd Uses of Funds — Public Improvements"; "Estimated Sources and Uses of Funds — Pnvate Improvements"; "Security and Source of Pajonent for the Bonds"; "the Development Agreement"; "Proposed Development"; "Risk Factors"; "Continuing Information"; "No Litigation — The Developer"; "Appendix A — The Developer"; and "Appendix E — Development Agreement". 10/2/2002 REPORTS OF COMMITTEES 93727

"Development Agreement" means, collectively, the development agreement dated , 2002 between the City and the Developer and the Construction and Maintenance Agreement between the City and the Developer dated , 2002.

"Govemmental Body" means any federal, state, municipal, or other govemmental department, commission, board, bureau, agency or instrumentality, domestic or foreign.

"Improvement" means the improvements, and real estate interests to be acquired by the City or the Chicago Park District in connection therewith, described in the special assessment ordinance.

"Indenture" means the Trust Indenture dated as of 2002 between the City and the trustee.

"Limited Offering Memorandum" means the limited offering memorandum of the City (including each appendix thereto) relating to the Bonds dated ,2002.

"Original Purchaser" means, collectively, William Blair fit Company, L.L.C. and Podesta fit Co.

"Plans" means the plans and specifications pursuant to which the Improvement will be acquired and constructed.

"Proceeding" means the special assessment proceeding for the Improvement and Assessment.

"Roll" means the assessment roll in the Proceeding, as amended from time to time.

"Servicing Agreement" means the Servicing Agreement dated as of , 2002 among the City, the trustee and BNY Asset Solutions, L.L.C. (the "Servicing Agent").

"Special Assessment Law" means those pertinent portions of the Illinois Municipal Code, as amended, including expressly Division 2 of Article 9, providing for the making of local improvements by special assessment, as supplemented by the Special Assessment Supplemental Bond and Procedures Act, 50 ILCS 460 and an ordinance ofthe City entitled "Amendment of Title 2, Chapter 102 of the Municiped Code of Chicago by Addition of New Section 075 Regarding Home Rule Powers in Special Assessment Proceedings" passed by the Corporate Authorities on the 25* day of July, 2001 (when referring solely to the said ordinance the term "Home Rule Ordinance" is used). 93728 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

"Special Assessment Ordinemce" means that certain ordinance of the City, passed by the Corporate Authorities on the 9* day of June, 2002, pro^viding for the Improvement and Assessment.

"Supplemental Ordinance" means that certain ordinance of the City, passed bythe Corporate Authorities on the day of , 2002, supplemental to the Special Assessment Ordinance, by which, inter alia, the Indenture has been authorized.

"Tax Agreement" means the Tax Exemption Certificate and Agreernent dated the Closing Date, executed by the City.

"Trust Estate" means the trust estate securing the Bonds as described and defined in the Indenture. )

"Trustee" means BNY Midwest Trust Compemy, Chicago, Illinois, as Trustee under the Trust Indenture.

2. Purchase And Sale Of The Bonds.

(A) Sale Of Bonds. Upon the terms and conditions and upon the basis of the representations, warranties and agreements herein, the Original Purchaser hereby agrees to purchase from the City for a limited offering, and the City hereby agrees to sell to the Original Purchaser for such purpose, all, but not less than all, ofthe Sixty Million Dollar ($60,000,000) aggregate principal amount of Bonds, at a purchase price equal to $ , such Bonds to bear interest at a rate of % per annum. The Bonds shall be issued pursuant to the Supplemental Ordinance. The Bonds shall be dated, shall mature on such dates and in such amounts, shall be offered at the initial offering prices and shall be subject to such other terms and conditions, all as described in the Limited Offering Memorandum, the Supplemental Ordinance and the Indenture.

(B) Closing. The purchase and sale ofthe Bonds shall take place on the Closing Date at the offices of Foley 86 Lardner, Chicago, Illinois. At the Closing, as defined below, the Original Purchaser •will accept the delivery of the Bonds duly executed by the City, together with other documents herein mentioned, and will make pajonent therefor as provided herein by immediately available funds payable to the order of the Trustee for the account of the City.

The pajrment for the Bonds and delivery of the Bonds, as herein described, is herein called the "Closing". 10/2/2002 REPORTS OF COMMITTEES 93729

3. Representations And Wetrranties Of The City.

The City represents and warrants to the Original Purchaser as ofthe date hereof (and it shall be a condition ofthe obligation ofthe Original Purchaser to purchase and accept delivery ofthe Bonds at the closing that the City shall so represent and warrant as of the Date of Closing) that:

(A) The City is a municipal corporation emd home rule unit ofgovemment duly organized and validly existing and is in good standing under the laws and the Constitution of the State of Illinois.

(B) The Corporate Authorities of the City have:

(i) pursuant to the provisions ofthe Act, on June 19, 2002 duly adopted the Special Assessment Ordinance; and

(ii) pursuant to the provisions of the Act, on September , 2002 duly adopted the Supplemental Ordinance.

(C) The City has full legal right, power and authority to (i) enter into this Contract, emd (ii) to issue, sell and deliver the Bonds to the Original Purchaser and to carry out and consummate the transactions contemplated by this Contract, Special Assessment Ordinance, the Supplemental Ordinance, the Home Rule Ordinance, the Limited Offering Memorandum and the Ancillary Documents to which the City is or is to be a petrty. The adoption of the Special Assessment Ordinance and the Supplemental Ordinance and the execution, delivery and performance by the City of this Contract, the Ancillary Documents to which the City is or is to be a petrty and the issuance of the Bonds have been duly and vedidly authorized by all necessary proceedings ofthe City. Neither the adoption ofthe Special Assessment Ordinance, the Supplemental Ordinance and compliance with the provisions thereof nor the execution and delivery of and performance by the City of its obligations under the Special Assessment Ordinance, the Supplemental Ordinemce, the Indenture or this Contract conflicts, in a material manner, with or constitutes a material breach or material default under any applicable law or administrative regulation of the State of Illinois or the United States of America or any department, division, agency, or instrumentality of either, any applicable judgement or decree to which the City is subject, or any loan agreement, bond, note, resolution, ordinemce agreement or other instrument to which the City is a party or is otherwise subject.

(D) This Contract, the Special Assessment Ordinance, the Supplemental Ordinance and the Home Rule Ordinance each constitutes, emd the Ancillary Documents to which the City is or is to be a party, when executed and delivered by the City and any other parties thereto, •will constitute valid and binding agreements of the City enforceable against the City in accordance with their 93730 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

respective terms, except to the extent limited by bankruptcy, reorganization, or other similar laws edfecting creditors' rights generally and by the availability of equitable remedies.

(E) Use Of Proceeds. The City will not take or omit to take any action which will in any way cause or result in the proceeds from the sale ofthe Bonds being applied other than as provided in the Supplemental Ordinance and as described in the Limited Offering Memorandum. Such proceeds will not be used by the City in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning ofthe Code, or any successor thereto, and the applicable regulations promulgated or proposed thereunder.

(F) Govemmental Authorization. All authorizations, consents emd approvals of any Govemmental Body which would constitute conditions precedent to the performance by the City of its obligations under, the Bonds, the Special Assessment Ordinance, the Special Assessment Law, the Supplemental Ordinance, the Home Rule Ordinance, this Contract, or the Ancillary Documents to which the City is or is to be a party, have been obtained and etre in full force and effect, or will be obtained prior to Closing and •will be in full force emd effect as of the Closing Date. To the best knowledge of the City all authorizations, consents and approvals of any Govemmental Body required in connection with the constmction or operation ofthe Improvement by the City have been obtained and are in full force and effect as of the Closing Date.

(G) Limited Offering Memorandum. The descriptions etnd information contained in the Limited Offering Memorandum under the captions: "Plan Of Finance — The Improvement"; "The Servicing Agreement"; "The Development Agreement"; "The City"; "The Special Assessment Proceedings"; "No Litigation — The City"; and "Authorization" (the "City Information") are, emd as ofthe date of the Closing, will be, true and correct in all material respects and such descriptions and information in the Limited Offering Memorandum, as ofits date and as of the Closing Date wiU not contain an untrue, incorrect or misleading statement of a material fact; and such descriptions and information in the Limited Offering Memorandum do not, as of its date and as of the Closing Date will not omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(H) No Liens Or Encumbremces. Other than as specifically set forth in the Limited Offering Memorandum, there are no existing liens, claims, charges or encumbrances on or rights to any funds, revenues or interests pledged pursuant to the Supplemental Ordinance or the Indenture which eire senior to, or on a parity with, the claims of the holders of the Bonds. Other than as specifically disclosed in the Limited Offering Memorandum, the City has not entered into any contract or arrangements of any kind, and there is no existing, or to the knowledge ofthe City, pending, threatened, or anticipated event or circumstance 10/2/2002 REPORTS OF COMMITTEES 93731

that would give rise to any lien, claim, charge or encumbrance on or right to the assets, properties, funds, or interests pledged pursuant to the Supplemental Ordinance or the Indenture which would be prior to, or on a parity with, the cledms of the holders of the Bonds.

(I) No Litigation. Except as disclosed in the Limited Offering Memorandum (i) there is no action, \suit, proceeding or investigation, at law or in equity, before or by any court or any governmental agency or public board or body, pending against the City or, to the knowledge ofthe City, threatened against the City, to restrain or enjoin, or threatening or seeking to restrain or enjoin, the issuance, sale or delivery of the Bonds or the delivery by the City of any of the Ancillary Documents to which the City is a party, or the collection of the Assessment, or in any way contesting or affecting the validity of the Special Assessment Ordinance, the Supplemental Ordinance, the Home Rule Ordinance, the Bonds, or any of the Ancillary Documents to which the City is a party, or in any way questioning or affecting (A) the proceedings under which the Bonds are to be issued, (B) the validity or enforceability of any provision of the Bonds, the Special Assessment Ordinance, the Supplemental Ordinance, the Home Rule Ordinance, the Indenture or this Contract, (C) the authority ofthe City to collect the Assessment, or to perform its obligations hereunder or with respect to the Bonds, or to consummate any of the transactions set forth in the Ancillary Documents to which it is or is to be a party as contemplated hereby or by the Supplemental Ordinance or the Limited Offering Memoremdum, (D) the legal existence ofthe City, or the titie ofthe Corporate Authorities to their offices, and (ii) there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or any govemmental agency or public board or body, pending against the City or, to the knowledge of the City, threatened against the City, City which, if adversely decided, would result in any material adverse change in the Assessment, or the proposed construction and maintenance of the Improvement by the Developer pursuant to the Development Agreement.

(J) Certificates. Any certificate signed by an Authorized Officer of the City and delivered to the Original Purchaser and/or the Trustee shall be deemed a representation and covenant by the City to the Original Purchaser and/or the Trustee as to the statements made therein.

(K) Ordinances. Each ofthe Special Assessment Ordinance, the Supplemental Ordinance and the Home Rule Ordinance is in full force and effect, and has not been amended, modified, revoked or repealed.

4. Representations And Warranties Of The Developer.

The Developer represents and warrants to and agrees with the Original Purchaser and the City that: 93732 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

(A) Organization And Power. Each entity comprising the Developer is a limited liability company duly organized and existing under the laws ofthe State of Illinois and has all powers and authority and all govemmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and to enter into and perform its obligations under this Contract, and all Ancillary Documents to which it is or is to be a party.

(B) Authorization Of Agreements, Et Cetera. This Contract and the Ancillary Documents to which the Developer is or is to be a party have each been duly authorized, executed and delivered by the Developer, and constitute the leged, valid and binding agreement ofthe Developer, enforceable against the Developer in accordance •with their respective terms; provided that the enforceability ofsuch Agreements may be limited by bankruptcy, reorganization, insolvency and similar laws affecting the enforcement of creditors' rights and remedies generally, as applied in the event of bankruptcy, reorganization or insolvency ofthe Developer and to equitable remedies. The Developer has duly authorized all necessary action to be taken by it for (i) approval ofthe Developer Information and (ii) the execution and delivery ofthis Contract and the Ancillary Documents to which the Developer is or is to be a party, emd any and all other agreements and documents as may be required to be executed, delivered or received by the Developer in order to effectuate the transactions contemplated herein and therein.

(C) Development Agreement. All ofthe conditions precedent to the obligations ofthe Developer arising under the Development Agreement have been satisfied.

(D) No Material Change. Other than as disclosed in the Limited Offering Memorandum, (i) the Developer has not incurred any material liabilities or entered into any material transactions other than in the ordinary course of business and (ii) there has been no material adverse change in the business, financial position, prospects or results of operations of the Developer, which would affect the Developer's ability to perform its obligations pursuant to this Contract, or the Ancillary Documents applicable to the Developer.

(E) Noncontravention. The execution, delivery and performance by the Developer ofits obligations under this Contract and the Ancillary Documents to which it is a party do not emd will not contravene, or constitute a default under, any provision of applicable law or regulation, bylaws or orgemizational documents ofthe Developer, or ofany agreement, judgment, injunction, order, decree or other instrument binding upon the Developer, and will not result in the creation of any lien or other encumbrance upon any asset of the Developer except as set forth in the Limited Offering Memorandum.

(F) Govemmental Or Corporate Consents. No consent or approval is required to be obtained from, and no action need be taken by, or document fUed •with, any Govemmental Body or corporate entity in connection with the execution. 10/2/2002 REPORTS OF COMMITTEES 93733

delivery and performance by the Developer of this Contract or any Ancillary Agreement to which the Developer is or is to be a party, or, if any such action is required, the same has been duly taken, is in full force and effect and constitutes valid and sufficient consent or approval therefor, except for those which are customarily obtained prior to and during construction of the Improvement. The Developer has no reason to believe any such consent or approval will not be obtained in due course.

(G) No Litigation. Except as described in the Limited Offering Memorandum, there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or any govemmental agency or public board or body, pending against the Developer, in which the Developer is a party or, to the knowledge of the Developer, threatened against the Developer (i) contesting or in emy way relating to (a) the acquisition, construction and development of the Improvement, (b) the collection of the Assessment or the transactions contemplated by the issuance of the Bonds or as otherwise described in the Limited Offering Memorandum or (ii) which in emy way contests the existence or power of the Developer or the validity or enforceability of the Bonds, the Ancillary Documents, this Contract or the Limited Offering Memoremdum or which if adversely determined could have a material adverse effect on the Developer.

(H) Limited Offering Memoremdum. The Developer Information contained in the Limited Offering Memorandum (i) is true and correct in all material respects as of the date hereof and (ii) as of the date hereof does not contain any untrue statements of a material fact or omit to state a material fact necessary to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(I) Use Of Proceeds. The Developer •will not take or omit to take any action which will in any way cause or result in the proceeds of the sale of the Bonds being applied in a manner other than as provided in the Supplemental Ordinance and the Indenture and as described in the Limited Offering Memorandum. Such proceeds will not be used by the Developer in a manner that would cause the Bonds to be "arbitrage bonds" •within the meaning of the Code, or any successor thereto, and the applicable regulations promulgated or proposed thereunder.

(J) No Default. No default or event of default has occurred and is continuing, and no event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would constitute a default or an event of default on the part ofthe Developer under this Contract, the Ancillary Documents, or any other material agreement or material instrument to which the Developer is a party or by which the Developer is or may be bound. 93734 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

(K) Approvals. The Developer has received and is in good standing with respect to all certificates, licenses, inspections, franchises, consents, immunities, permits, authorizations and approvals, govemmental or otherwise, necessary to conduct and to continue to conduct its business as heretofore conducted by it and to own or lease and operate its properties as now o^wned or leased by it. The Developer has obtained or apphed for aU certificates, licenses, inspections, franchises, consents, immunities, permits, authorizations and approvals, govemmental or otherwise, necessary to acquire and construct the Improvement, except for those which are customarily obtained during construction which the Developer will obtain at or prior to the time required to acquire and construct the Improvement in accordance with the Development Agreement. The Developer has no reason to believe that any such certificates, licenses, consents, permits, authorizations or approvals which are not obtained on the date hereof because they are customarily obtained at a later date will not be obtained in due course.

(L) Certificates. Any certificate signed by an Authorized Officer of the Developer and delivered to the City or the Original Purchaser shall be deemed a representation and warranty by the Developer to the City emd the Original Purchaser as to the statements made therein.

(M) Environmental Representation. To the best ofthe Developer's knowledge, except for the presence ofone (1) or two (2) underground storage tanks, three (3) known areas containing elevated radiation levels apparently due to radiologicaUy impacted soil (these Conditions will be remediated in accordance •with a United States Environmental Protection Agency ("U.S.E.P.A.") Approved Work Plan during construction, and all ofwhich conditions have been fully disclosed in the Limited Offering Memorandum) and hazardous substances used in the normal course of business as part of the construction process, no toxic or hazardous substances, including without limitation, asbestos, and the group of organic compounds known as polychlorinated biphenyls, have been generated, treated, stored or disposed of, or otherwise deposited in or located on the site on which the Improvement is to be acquired and constructed and no activity has been undertaken at the site on which the Improvement is to be acquired and constructed, other than those activities, which activities are in conformity with all state and federal laws, for which the Improvement is designed, which could:

(i) cause the Improvement or any part thereof to become a hazardous waste treatment, storage or disposal facility within the meaning of, or otherwise bring such property within the ambit of, the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq. (the "R.C.R.A."), or any other similar state law or local ordinance;

(ii) cause a release or threatened release of hazardous materials, wastes or substances from the site or any part thereof within the meaning of, or otherwise bring such property or ariy part thereof within the ambit of, the 10/2/2002 REPORTS OF COMMITTEES 93735

Comprehensive Environmental Response, Compensation and Liabihty Act of 1980, 42 U.S.C, Sections 9601 - 9657 (the "CE.R.CL.A."), or any similar state law or ordinance or any other en^vironmental law;

(iii) cause the discharge of pollutants or effluents into any water source or system, or the discharge into the air ofany emissions, which would require a permit under the Federal Water Pollution Control Act, 33 U.S.C, Section 1251, et seq., or the Clean Air Act, 41 U.S.C, Section 7401, et seq., or any similar state law or local ordinance; or

(iv) support a claim or cause of action under R.C.R.A., CE.R.CL.A. or any other federal, state or local environmental statutes, regulations, ordinances or other environmental regulatory requirements.

(N) The Developer agrees that it will not bring any suit, action or proceeding which challenges the Proceeding, the collection of the Assessment, the vedidity of the Bonds or the proceedings relating to the Bonds.

(O) The Developer and the Origined Purchaser agree that representations and warranties of the Developer are independent of the representations and warranties ofthe City and that the City shall not be liable for any claims arising from a breach of or error contained in the Developer's representations and warranties.

(P) No person holding an office of the City, either by election or appointment, is in any manner interested, either directly or indirectiy, in any contract being entered into or the performance ofany work to be carried out in connection with the issuemce and sale of the Bonds and upon which such officer may be called upon to act or vote.

5. Representations And Warranties And Agreements Of The Original Purchaser.

(A) Limited Offering. The Original Purchaser agrees to make a limited offering ofthe Bonds to no more than thirty-five (35) accredited institutional investors at a price or prices (or yield or jdelds) not in excess of the offering price or prices (or not lower than the jdeld or yields) set forth on the cover page of the Limited Offering Memorandum.

(B) Limited Offering Memorandum. The descriptions and information contained in the Limited Offering Memorandum under the caption "Underwriting" and the first two (2) sentences under the caption "Limited Offering" are, and as of the date ofthe Closing will be, true and correct in all material respects and such descriptions and information in the Limited Offering Memorandum, as of its date 93736 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

and as of the Closing Date will not contain an untrue, incorrect or misleading statement of a material fact; and such descriptions and information in the Limited Offering Memorandum do not, as of its date and as of the Closing Date will not omit to state a material fact necessetry to make the statements made therein, in the hght of the circumstances under which they were made, not misleading.

(C) Conflict Of Interest. No person holding an office of the City, either by election or appointment, is in any manner interested, either directly or indirectly, in any contract being entered into or the performance of any work to be carried out in connection with the issuance and sale of the Bonds and upon which such officer may be called upon to act or vote.

6. Termination Of The Purchase Contract.

The Original Purchaser shall have the right to cancel its obligations to purchase the Bonds, if, between the date hereof and the date of Closing, (i) legislation shall be enacted, or actively considered for enactment, by the Congress or recommended by the President ofthe United States to the Congress for passage, or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, a decision by a court ofthe United States or the United States Tax Court shall be rendered, or a ruling, regulation or official statement by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other agency or department of the United States shall be made or proposed to be made which has the purpose or effect, directly or indirectiy, of imposing federal income taxes upon interest on the Bonds; (ii) any other action or event shall have transpired which has the purpose or effect, directly or indirectly, of materially adversely affecting the federal income tax consequences ofany ofthe transactions contemplated in connection herewith or contemplated by the Limited Offering Memorandum, or, in the reasonable opinion of the Original Purchaser, such action or event pertaining to the federal income tax consequences referenced above materiedly adversely affects the market for the Bonds or the sale, at the contemplated offering price or prices (or jdeld or yields), by the Original Purchaser ofthe Bonds; (iii) legislation shall be enacted, or actively considered for enactment by the Congress, with an effective date on or prior to the date of Closing, or a decision by a court ofthe United States shall be rendered, or a ruling or regulation by the Securities and Exchange Commission or other governmental agency having jurisdiction over the subject matter shall be made, the effect ofwhich is that (A) the Bonds are not exempt from the registration, qualification or other requirements ofthe Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 19-34, as amended and as then in effect, or (B) the Indenture is not exempt from the registration, qualification or other requirements ofthe Trust Indenture Act of 1939, as amended and as then in effect; (iv) a stop order, ruling or regulation by the Securities and Exchange Commission shall be issued or made, the effect ofwhich is that the issuance, offering or sale of the 10/2/2002 REPORTS OF COMMITTEES 93737

Bonds, as contemplated herein, and in the Limited Offering Memorandum is in violation of any provision of the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; (v) there shall occur any event which in the reasonable judgment ofthe Original Purchaser either (A) makes untrue, incorrect or misleading in any material respect any statement or information contained in the Limited Offering Memorandum or (B) is not reflected in the Limited Offering Memorandum but should be reflected therein in order to make the statements and information contained therein not misleading in any material respect and, in either such event, the City refuses to permit the Limited Offering Memorandum to be supplemented to correct or supply such statement or information, or the effect ofthe Limited Offering Memorandum as so corrected or supplemented is such as, in the reasonable judgment of the Original Purchaser, would materiaUy adversely edfect the market for the Bonds or the sale, at the contemplated offering price or prices (or yield or jrields), by the Original Purchaser ofthe Bonds; (vi) there shall occur any outbreak of hostilities or any regional, national or international calamity or crisis or a finemcial crisis and the effect is such as, in the reasonable judgment ofthe Original Purchaser, would materially adversely etffect the market for or the marketability of the Bonds or obligations of the general character of the Bonds; (vii) a general suspension of trading on the New York Stock Exchange is in force; (viii) a general banking moratorium is declared by federal or state authorities; (ix) any material adverse chemge in the affairs, operations or financial condition ofthe Developer from that set forth in the Limited Offering Memorandum; (x) the Limited Offering Memorandum is not executed, approved and delivered in accordance •with Section 3 above; (xi) in the reasonable judgment of the Original Purchaser, the market price of the Bonds, or the market price generally of obligations of the general character of the Bonds, might be adversely etffected because: (A) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any govemmental authority or by any national securities exchemge, or (B) the New York Stock Exchange or other national securities exchange, or any govemmental authority, shall impose, as to the Bonds or similar obligations, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, underwriters; (xii) a war involving the United States of America shall have been declared, or any conflict involving the armed forces of any country shall have escalated, or any other intemational, national or regional emergency relating to or affecting the effective operation of government or the financial community shall have occurred, which, in the reasonable judgment of the Original Purchaser, materially adversely affects the metrket for the Bonds or of obligations ofthe general character ofthe Bonds; (xiii) any litigation shall be instituted, pending or threatened to restrain or enjoin the issuance, sale or delivery of the Bonds or in any way protesting or affecting any authority for or the validity of the Bonds, the Supplemental Ordinance, the existence or powers of the City, or any event described or contemplated by the Limited Offering Memorandum; (xiv) there shall have occurred a default with 93738 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

respect to the debt obligations of, or the institution of proceedings under any federal bankruptcy laws by or against, any state of the United States or any City or poUtical subdivision of any state, the effect of which, in the reasonable judgment of the Original Purchaser, would materially adversely etffect the ability of the Original Purchaser to market the Bonds.

7. Conditions Of Closing.

The Original Purchaser's obligation to purchase the Bonds under this Contract is subject to the performance by the City and the Developer of their respective obligations hereunder prior to and on the Closing Date, to the accuracy of the representations and wetrranties ofthe City and the Developer contained herein as ofthe Closing Date, and to the foUo^wing conditions, including the delivery ofsuch documents as are enumerated herein in form and substance reasonably satisfactory to the Original Purchaser and its co-counsel as of the Closing Date:

(A) Prior to the Closing Date, the City shall have delivered or caused to be delivered to the Original F*urchaser an executed copy of the Limited Offering Memorandum, executed on behalf ofthe City by an Authorized Officer.

(B) Prior to the Closing Date, the City shall have delivered or caused to be delivered to the Original Purchaser certified copies of the Special Assessment Ordinance, the Supplemental Ordinance, and such other ordinances ofthe City which shedl include the authorization ofthe execution, delivery and performance of this Contract, the Bonds and the other Ancillary Documents among other things, together with such reasonable number of copies ofeach ofthe foregoing as the Original Purchaser shall request.

(C) The City hereby authorizes any emd all of the material described above in subsections (A) and (B) of this Section 7 and the Indenture, the Ancillary Documents, the information contained in the Limited Offering Memorandum and the Supplemental Ordinance and all other instruments, documents and agreements delivered pursuant to this Section 7 of this Contract or in connection with the transactions contemplated hereby, for use in connection with the offering and sale ofthe Bonds. The City hereby ratifies, approves, and consents to the use and distribution by the Original Purchaser, prior to or after the date hereof, of the Limited Offering Memorandum in connection with the offering of the Bonds. The City hereby agrees to furnish such reasonable information, execute such instruments and take such other reasonable action which is •within its power to take at the expense of and in cooperation •with the Original Purchaser as the Original Purchaser may deem necessetry in order to qualify the Bonds for offering and sale under the "Blue Sky" or other securities laws and regulations of such states and other jurisdictions ofthe United States as the Original F*urchaser may designate; provided, however, that the City shall not be required to execute a special or general consent to service of process or 10/2/2002 REPORTS OF COMMITTEES 93739

qualify as a foreign corporation in connection with any such qualification in any jurisdiction.

(D) Additional Conditions Of Closing:

(i) Ordinances In Effect And City In Compliance Therewith. At the time of the Closing (a) each of the Special Assessment Ordinance and the Supplemental Ordinance shall be in full force and effect, and shall not have been amended, modified or supplemented since the date hereof, except as may have been agreed to in writing by the Original Purchaser, and the City shall have duly adopted and there shall be in full force and effect such additional ordinances or agreements as shall be, in the opinion of Co-Bond Counsel, necessetry in connection with the transactions contemplated hereby and (b) the City shall perform or have performed all of its obligations required under or specified in this Contract with regard to the Bonds or the Supplemental Ordinance to be performed at, simultaneously with or prior to the Closing.

(ii) Opinions Of Co-Bond Counsel. The unqualified approving legal opinion dated the Closing Date as to the Bonds, addressed to the Original Purchaser, the City and the Trustee, from Foley 85 Lardner and Pugh, Jones 85 Johnson, P.C., Co-Bond Counsel, satisfactory to the Original Purchaser, the City and the Trustee in substantially the form attached to the Limited Offering Memorandum as Appendix F, together with a supplemental opinion of Foley 86 Lardner and Pugh, Jones 85 Johnson, P.C. substantially, in the form attached hereto as (Sub)Exhibit A.

(iii) Opinions Of Original Purchaser's Counsel. The opinion dated the Closing Date, addressed to the City and Original Purchaser, from Ungaretti & Harris and Greene and Letts, substantially in the form attached hereto as (Sub)Exhibit B.

(iv) Opinions Of Counsel To The City. The opinion dated the Closing Date, addressed to the Original Purchaser, the Trustee and Co-Bond Counsel, from Corporation Counsel to the City, substantiaUy in the form attached hereto as (Sub)Exhibit C

(v) Opinion Of Special Counsel To The City. The opinion dated the Closing Date, addressed to the Original Purchaser, the Trustee and Co-Bond Counsel, from Klein, Thorpe 86 Jenkins, substantially in the form attached hereto as (Sub)Exhibit D.

(vi) Opinion Of Counsel To The Developer. The approving opinion dated the Closing Date, addressed to the Original Purchaser, the City and Co-Bond Counsel from and Altheimer 85 Gray, counsel to the Developer, in substantially the form attached hereto as (Sub)Exhibit E and an opinion from Daley 85 93740 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

George, Developer's Zoning Counsel, stating that the current zoning classification of the Site will support the Development •without the need for ai zoning variance or rezoning.

(vii) Opinion Of The Trustee. The opinion dated the Closing Date, addressed to the City and the Original Purchaser from the Tnistee's Counsel in substantially the form attached hereto as (Sub)Exhibit F.

(viii) Performance: No Default. Each of the City and the Developer shall have performed and complied with all agreements and conditions herein required to be performed or complied with by each of them prior to or on the Closing Date, and at the time ofthe Closing no event of default or default shaU have occurred and be continuing •with respect to the Ancillary Documents or the Bonds.

(ix) Ancillary Documents. At the Closing Date, (i) all of the Ancillary Documents shall be in full force and effect, shall have been duly executed and copies delivered to the Original Purchaser by, and shall constitute valid and binding agreements of, the parties thereto, shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Original Purchaser and there shall be no default or events of default thereunder and (ii) the proceeds of the sale of the Bonds shall be applied or deposited with the Trustee for application as described in the Indenture and the Limited Offering Memorandum.

(x) Closing Certificate Of The City. The City shall have delivered a certificate dated the Closing Date, addressed to the Original Purchaser signed by the Authorized Officer of the City, to the effect that (i) certifying that the Special Assessment Ordinance and the Supplemental Ordinance were duly adopted, have not been amended, supplemented or repealed, and are in full force and effect on the Closing Date,(ii) the representations and warranties of the City set forth, or referred to in this Contract are true and correct on emd as of the Closing Date and (ii) the City has complied with all the terms of the Indenture to be complied with by it prior to or concurrently with Closing Date.

(xi) Closing Certificate Of The Developer. The Developer shall have delivered a certificate dated the Closing Date, addressed to the Original Purchaser and the City signed by an Authorized Officer to the effect that (i) the representations and warremties ofthe Developer contained in Section 4 ofthis Contract are true and correct on and as of the Closing Date as if such representations and wetrranties had been made on and as ofthe Closing Date, and (ii) the Developer has complied with all the terms of this Contract and the Development Agreement to be complied •with by it prior to or concurrently with the Closing Date. 10/2/2002 REPORTS OF COMMITTEES 93741

(xii) [The Bonds. The Bonds shall have been duly authorized, executed, authenticated, delivered, and the proceeds from the sale thereof applied, in accordance with the provisions of the Supplemental Ordinance and the Indenture.]

(xiii) Trustee's Certificate. The Original Purchaser shall have received a certificate dated the Closing,Date of one (1) or more Authorized Officer ofthe Trustee, dated the Closing Date, as to the due execution and delivery of the Indenture by the Trustee and the due authentication and delivery ofthe Bonds by the Trustee.

(xiv) Form 8038-G. The Original Purchaser and the City shall have received a copy ofthe completed Form 8038-G ofthe Intemal Revenue Service executed by the City.

(xv) Officers' Certificates. The Original Purchaser shall have received emy and all certificates required to be fumished by the provisions of the Supplemental Ordinance and any Ancillary Agreement to be obtained or fumished by the City and the Developer at or prior to Closing.

(xvi) Specimen Bonds. The Original Purchaser shall have received specimen Bonds.

(xvii) Certified Copies Of Ordinances. The Original Purchaser shall have received certified copies of the Special Assessment Ordinance and the Supplemental Ordinemce. The Supplemental Ordinance shall include authorization for execution and delivery of this Contract.

(xviii) Appraisal. The City shall have received a certified copy of the Appraisal, together with any other evidence required by the Original Purchaser in connection therewith or the information contained therein.

(xix) Appraisal Consent. The City shall have received from the preparer of the Appraisal a letter dated the Closing Date, addressed to the Original Purchaser regarding such preparer's qiialifications and the preparer's consent to include the Appraisal in the Limited Offering Memorandum.

(xx) Environmental Audit. The Original Purchaser shall have received from the Developer: (a) copies of the Phase I Environmental Site Assessment Reports dated , 2002 and , 2002 prepared by , respectively; (b) a copy of the contract between STS Consultants, Ltd., the Developer's environmental consultant ("STS") and the Developer and (c) a copy of the remediation plan developed by STS and approved by the U.S. E.P.A. on September , 2002. 93742 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

(xxi) Confirmation Order. The City and the Original Purchaser shall have received a certified copy of the Confirmation Order and Roll.

(xxii) Engineer's Certificate. The City and the Original Purchaser shall have received a certificate dated the Closing Date ofthe City Engineers, as to such matters as are required by the Original Purchaser.

(xxiii) Debt Service Coverage Certificate. A certificate from Speer Financial, Inc., the Finemcial Advisor of the City stating that the Assessments are sufficient to cover the debt service on the Bonds.

(xxiv) E^ridence Of Bank Financing. A copy of the note and security agreement between LaSetUe Bank N.A. and the Developer evidencing the Bank financing.

(xxv) Evidence Of Land Seller Financing. A copy of the note and security agreement between the Land Seller emd the Developer evidencing the Land Seller financing.

(xxvi) Evidence Of Title. A copy of the title insurance policy and the deed showing title to all the land on the Site being in the Developer.

(xxvii) Purchase Contracts. Copies of any and all contracts or options to purchase lots.

(xxviii) Construction Contracts. Copies of any and all construction contracts for the Development.

(xxix) Chicago Park District Resolution. A certified copy of the resolution of the Chicago Park District authorizing the Intergovemmental Agreement between the City and the Chicago Park District dated , 2002.

(xxx) Additional Opinions Certificates, Et Cetera. The Original Purchaser and the City shall have received such additional legal opinions, certificates, proceedings, instruments and other documents as the Original Purchaser, the City or their respective counsel may reasonably request in accordance with the transactions contemplated by this Contract.

All of the opinions, letters, certificates, instruments and other documents mentioned in this Contract shall be deemed to be in compliance with the pro^visions of this Contract if in the reasonable judgment of the Original Purchaser and its co-counsel and the City and its counsel they are satisfactory in form and substance. 10/2/2002 REPORTS OF COMMITTEES 93743

Ifthere shall be a fedlure to satisfy the conditions ofthe Original Purchaser's obligations contained in this Contract or ifthe Original Purchaser's obligations to purchase the Bonds shall be terminated for any reason permitted by this Contract, this Contract shall terminate, and the Original Purchaser, the City and the Developer shall not have any further obligations hereunder, except for the obligations set forth in Section 9 hereof which shall remain in full force and effect.

8. Changes Affecting The Limited Offering Memorandum.

At any time prior to the Closing, the City agrees to supplement or amend the Limited Offering Memorandum whenever requested by the Original Purchaser when, in the reasonable judgment ofthe Original Purchaser, such supplement or amendment is required. No amendment or supplement to the Limited Offering Memorandum shall be made without the approval ofthe Original Purchaser. After the Closing and so long as the Original Purchaser or any participating dealer shall be offering Bonds, but not later than ninety (90) days etfter the date of this Contract if any event shall occur as a result of which it is necessary to amend or supplement the Limited Offering Memorandum in order to make the statements therein, in light ofthe circumstances under which they are made, not misleading, the City will so advise the Original Purchaser. In any such case, the City and the Developer shall cooperate in the preparation, execution and delivery of either amendments to the Limited Offering Memorandum or supplemental information so that the statements in the Limited Offering Memorandum, as so amended or supplemented will not, in light ofthe circumstances under which such statements were made, be misleading. The cost of providing such amendments or supplements shedl be paid by the City which costs may be reimbursed from the Assessment.

9. Payment Of Expenses.

The Original Purchaser shall be under no obligation to pay, and the City shall pay, but solely from the proceeds from the Bonds, all expenses incident to the performance ofthe obligations ofthe City hereunder, including but not limited to: (i) the cost ofthe preparation and reproduction ofthe Preliminary Limited Offering Memorandum (including any etmendments or supplements thereto) and the Final Limited Offering Memorandum (including any amendments or supplements thereto); (ii) the cost ofthe preparation and printing, ifany, ofthe Bonds; (iii) the fees and disbursements of Co-Bond Counsel; (iv) the fees and disbursements of accountants, verification agents and advisors of the City, if any, and of any consultants retained by the City; (v) the fees of D.T.C; (vi) the fees if any rating agencies rating of the Bonds and (vii) any other expenses reasonably incurred in connection with the issuance of the Bonds and not specifically assumed by the Original Purchaser hereunder. 93744 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

The City shaU be under no obligation to pay, and the Original Purchaser shall pay: (i) the cost of prepetration and reproduction of this Contract; (ii) the cost of preparation and reproduction of the Blue Sky Memorandum; (iii) all advertising expenses in connection with the public offering of the Bonds; and (iv) all other expenses incurred by them or any of them in connection with their offering and distribution of the Bonds. Notwithstanding emything to the contrary in this Section 9, the Original Purchaser shall pay the fees and disbursements ofits Co- Counsel.

10. Notices.

Except as otherwise provided in this Contract, whenever notice is required to be given pursuant to the provisions of this Contract, such notice shall be in writing and shall be mailed by first class mail postage prepaid.

11. Law Goveming.

This Contract shall be construed in accordance with and governed by the laws of the State of Illinois.

12. Headings.

The headings ofthe paragraphs and subparagraphs ofthis Contract are inserted for convenience only and shall not be deemed to constitute a part ofthis Contract.

13. Counterparts.

This Contract may be signed in any number of counterparts, each ofwhich shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

14. Parties And Interests.

This Contract is made solely for the benefit of the City, the Original Purchaser and the Developer, including the successors and assigns of the Original Purchaser, and no other person, partnership, association or corporation shall acquire or have any rights hereunder or by virtue hereof. 10/2/2002 REPORTS OF COMMITTEES 93745

15. Indemnification.

The Developer agrees to indemnify, defend and hold harmless the Original Purchaser and the City, each director, trustee, member, officer, agent or employee and each person, if any, who has the power, directiy or indirectiy, to direct or cause the direction ofthe management and policies ofthe Original Purchaser or the City, pursuant to the Original Purchaser's regulations or bylaws, or the City's goveming statutes, or who controls the Original Purchaser or the City within the meaning of Section 20 ofthe Exchange Act or Section 15 ofthe Securities Act, by contract or otherwise (collectively called the "Section 15 Indemnified Parties"), from and against any and all losses, claims, damages, liabilities or expenses caused by or etrising out of any untrue statement or misleading statement or alleged untrue statement or aUeged misleading statement of a material fact contained in the Limited Offering Memorandum in any of the Developer Information, or caused by any omission or alleged omission to state in the Developer Information a material fact required to be stated in the Developer Information or necessary to metke the statements in the Developer Information, in light ofthe circumstances under which they were made, not misleading.

In case any claim shall be made or any action shall be brought against one (1) or more of the Section 15 Indemnified Parties desiring to seek indemnification pursuant to this Section 15, the Section 15 Indemnified Parties seeking indemnity shall promptly notify the Developer in writing, and the Developer shall promptly assume the defense thereof, including the employment of counsel chosen by the Developer and approved by the Original Purchaser, and the pajrment of all expenses and disbursements of such counsel related to such defense. If any of the Section 15 Indemnified Parties is advised by counsel that there may be legal defenses available to it which are adverse to or in conflict with those available to the Developer or any other Section 15 Indemnified Party, or that the defense of such Section 16 Indemnified Party should be handled by separate counsel, the Developer shall not have the right to assume the defense of such Section 15 Indemnified Party, but shall be responsible for the reasonable fees and expenses of counsel retained by such Section 15 Indemnified Party in assuming its own defense, and provided also that if the Developer shall have failed to assume the defense of such action or to retain counsel satisfactory to the Original Purchaser within a reasonable time after notice of the commencement of such action, the fees and expenses of counsel retained by the Section 15 Indemnified Parties shall be paid by the Developer. Notwithstanding, and in addition to, any of the foregoing, any one (1) or more ofthe Section 15 Indemnified Parties shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses ofsuch counsel shall be at the expense ofsuch Section 15 Indemnified Party or Parties unless the employment ofsuch counsel has been specifically authorized, in writing, by the Developer, or unless such retention is specifically authorized herein. The Developer shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such •written consent or if there shall be a fined judgment for the 93746 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

plaintiff, the Developer agrees to indemnify the Section 15 Indemnified Parties from and against any loss, damage, cost, expense or liability by reason of such settlement or judgment.

In order to provide for just emd equitable contribution in circumstances in which the indemnification provided for in this Section 15 is due in accordance with its terms but is for any reason held by a court to be unaveulable to the Original Purchaser, the City or the Developer or unenforceable on grounds of policy or otherwise, the Developer and the Original Purchaser shall contribute to the aggregate losses, claims, damages, fines and liabilities (including any investigation, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, emy action, suit or proceeding or any claims asserted, but eifter deducting emy contribution received by the Developer or the Original Purchaser from persons other than the Developer or the Original Purchaser who may be liable for contribution, such parties hereby agreeing to seek contribution from such persons) to which the Developer and the Original Purchaser may be subject in such proportion so that the Original Purchaser is responsible for that portion represented by the percentage that the underwriting fee bears to the offering price appearing on the coverage page of the Limited Offering Memorandum, and the Developer is responsible for the balance; provided, however, in no case shaU the Original Purchaser be responsible for any amount in excess of the amount of said underwriting fee received to such date; and provided, further, that no person found guilty of fraudulent misrepresentation, error or omission shall be entitied to contribution (or costs of defense) from any person who was not found guilty of fraudulent misrepresentation, error or omission. For purposes ofthis paragraph, each partner, member, associate and employee ofthe Original Purchaser or the Developer and each person who controls the Original Purchaser or the Developer shall have the same rights to contribution as the Original Purchaser or the Developer subject to the provision in the preceding sentence relating to fraudulent misrepresentations. Any party entitled to contribution •will promptly after receipt of notice of commencement of any action, threatened action, suit or proceeding against such party or parties under this paragraph, notify such party or petrties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any other obligation it or they may have otherwise under this paragraph. Any notice given pursuant to the preceding paragraph shall be deemed to include notice under this paragraph.

16. Continuing Developer Information.

The Developer agrees to provide the financial reports and information ("Developer Information") described in the Limited Offering Memorandum which it has covenanted to provide to the City, the Original Purchaser, and the beneficial owners of the Bonds pursuant to the Development Agreement and the Indenture 10/2/2002 REPORTS OF COMMITTEES 93747

to the Original Purchaser and any Bondholder. The City has no responsibility to any party to provide such Developer Information nor assumes any liability for any error or omission contained therein.

17. Amendment Or Assignment.

This Contract may not be amended except through the written consent of all of the parties hereto and is not assignable.

18. Survival Of Representations, Warranties, Agreements And Obligations.

Each respective representation, warranty and agreement of the City, the Developer and the Original Purchaser shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Original Purchaser, the City and the Developer and shall survive the Closing. This Section 18 and the obligations ofthe City under Sections 9, 10 and 16 hereof and the obligations of the Original Purchaser under Section 15 hereof and the obligations ofthe Developer under Section 15 hereof shall survive any termination of this Contract pursuant to its terms.

19. Business Relationships With Elected Officials Of The City.

The Original Purchaser and the Developer each understand and agree that each is required to and will comply with the provisions of Chapters 2-56 and 2-156 of the Municipal Code ofChicago. Pursuant to Section 2-156-030(b) ofthe Municipal Code of Chicago, it is illegal for any elected official of the Issuer, or any person acting at the direction or such official, to contact, either orally or in writing, any other official or employee of the Issuer with respect to any matter involving any person with whom the elected official has a business relationship, or to participate in any discussion in any City Council committee hearing or in any City Council meeting or to vote on any matter involving the person with whom an elected official has a business relationship. Violation of Section 2-156-030(b) by any elected official with respect to this Contract shall be grounds for termination of this Contract. The term "business relationship" shall be defined as set forth in Section 2-16-080 ofthe Municipal Code ofChicago.

20. Severability.

If any provision of this Contract shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all cases because it conflicts with any other provision or provisions or any constitution or statute or rule of public policy, or 93748 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering emy other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. The invahdity ofany one (1) or more phrases, sentences, clauses or sections in this Contract shall not affect the validity of the remaining portions of this Contract, or any part hereof.

Very truly yours,

Willietm Blair 86 Company, L.L.C.

By:

Its:

Podesta 86 Co.

By:

Its:

Accepted emd agreed to by the undersigned as of the date first above written.

City of Chicago

By:

Its:

Concurred:

By: Edward M. Burke, Chairman, Committee on Finance of the City Council 10/2/2002 REPORTS OF COMMITTEES 93749

Lakeshore East Development Group, L.L.C.

By:

Its:

Lakeshore East, L.L.C.

By:

Its:

[(Sub)Exhibits "E" and "F" referred to in this Bond Purchase Agreement for Lakeshore East Project unavailable at time of printing.]

(Sub)Exhibits "A", "B", "C" and "D" referred to in this Bond Purchase Agreement for Lakeshore East Project read as follows:

(Sub)ExhibU "A". (To Bond Purchase Agreement For Lakeshore East Project)

Supplemental Opinion Of Co-Bond Counsel.

2002

City of Chicago BNY Midwest Trust Company 121 North LaSalle Street Two North LaSalle Street Chicago, Illinois 60602 Chicago, UUnois 60602

WUham Blair 86 Company, L.L.C. Podesta 86 Co. 222 West Adams Street 208 South LaSalle Street, Suite 786 Chicago, Illinois 60606 Chicago, Illinois 60604 93750 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Ladies and Gentiemen:

We have served as Bond Counsel to the City ofChicago, Cook County, Illinois (the "City") •with respect to the issuance today ofthe City ofChicago Special Assessment Improvement Bonds (Letkeshore East Project), Series 2002 (the "Bonds"). The Bonds are issued pursuant to a Trust Indenture dated as of 1, 2002 (the "Indenture") between the City and BNY Midwest Trust Company, as trustee.

We have delivered to you an executed copy of our approving opinion, dated today, addressed to you •with respect to the Bonds. Based upon our examination as described in that opinion, we are further of the opinion that the Bonds etre not subject to the registration requirements ofthe Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.

We are further of the opinion that statements contained in the Limited Offering Memorandum dated : , 2002 relating to the Bonds under the captions entitied "The Bonds" other than information under the caption "Book Entry-Only System"; "Security And Source Of Pajonent For The Bonds" other than information under the captions "Summary of the Appraisal" and "Value to Lien Ratio"; "The Servicing Agreement" and "Tax Exemption", and in Appendix F — Co-Bond Counsel Opinion, insofar as the statements contained under such captions purport to describe or summarize certain provisions ofthe Bonds, the Servicing Agreement and the Trust Indenture or the tax-exempt status of the Bonds, present em accurate description or summary of such provisions and of such opinion.

Very truly yours.

[Appendix "F" referred to in this Supplemental Opinion of Co-Bond Counsel constitutes Appendix "F" to the Preliminary Limited Offering Memorandum for Lakeshore East Project and is printed on pages 93915 through 93917 of this Joumal.] 10/2/2002 REPORTS OF COMMITTEES 93751

(Sub)ExhibU "B". (To Bond Purchase Agreement For Lakeshore East Project)

Opinions Of Original Purchaser's Counsel.

Draft Form Of Opinion Of Underwriter's Counsel.

City of Chicago Department of Law City Hall, Room 606 121 North LaSalle Street Chicago, Illinois 60602

William Blair 86 Company, L.L.C 222 West Adams Street Chicago, Illinois 60606

and

Podesta 85 Co.

Re: Sixty MiUion Dollar ($60,000,000) City of Chicago Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project).

Ladies and Gentlemen:

We have acted as counsel to William Blair 86 Company, L.L.C. and Podesta 86 Co. (the "Original Purchaser") in connection with the issuance by the City of Chicago, Illinois (the "City"), ofits Sixty Milhon DoUar ($60,000,000) City ofChicago Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project) (the "Bonds"), which are being issued on the date hereof pursuant to the Bond Purchase Agreement by and among the City, the Original Purchaser and Lakeshore East Development Group, L.L.C, an Illinois limited liability company, and Lakeshore East L.L.C., an Illinois limited liability company, collectively referred to herein as the "Developer" (the "Contract"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Contract. 93752 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

In rendering this opinion, we have examined:

(i) the Contract;

(ii) the Limited Offering Memorandum dated , 2002 relating to the Bonds (the "Offering Memorandum"); (ui) the Trust Indenture dated as of 1, 2002 between the City and , as trustee; (the "Indenture") relating to the Bonds;

(iv) the Supplemental Ordinance adopted by the City Council of the City on September , 2002, relating to the Bonds;

(v) the issuing and supplemental opinions of Foley 86 Lardner and Pugh, Jones 85 Johnson, P.C, Co-Bond Counsel;

(vi) the opinion of Klein Thorpe 86 Jenkins, Special Assessment Counsel to the City relating to the Special Assessment;

(vii) the opinion of Corporation Counsel to the City;

(viu) the opinion of Altheimer 86 Gray and Daley and George, Co-Counsel to the Developer;

(ix) such other documents, certificates, instruments and records as we have considered necessary or appropriate for purposes of this opinion.

In accordance •with our understanding with the Original Purchaser, we rendered legal advice and assistance to the Original Purchaser in the course of its investigation pertaining to, and the Original Purchaser's participation in, the preparation of the Placement Memoremdum. Rendering such assistance involved, among other things, discussions and inquiries conceming various legal and related subjects and reviews of certain documents and proceedings. We also participated in conferences •with representatives of the Original Purchaser, the City, the Developer, Bond Counsel and other parties and their counsel participating in the transaction, during which the contents ofthe Offering Memorandum and related matters were discussed and revised. Between the date ofthe Offering Memorandum emd the time of delivery ofthis opinion letter, we participated in further conferences with your representatives and those of the Developer, Co-Bond Counsel and other parties and their counsel participating in the transaction, at which the contents of certain portions of the Offering Memorandum and related matters were discussed and we reviewed certificates of certain officers and officials ofthe Developer and the City, as well as the opinions referred to above. 10/2/2002 REPORTS OF COMMITTEES 93753

The limitations inherent in the independent verification of factual matters and the character of determinations involved in the preparation ofan Offering Memorandum are such, however, that we do not assume any responsibility for the accuracy, completeness or faimess ofthe statements contained in the Offering Memorandum. Also, we do not express any opinion or behef as to the financial statements or other financial and statistical data contained in or attached as appendices to the Offering Memorandum. Further, we have assumed, but not independently verified, that the signatures on all documents and certificates examined by us were genuine.

On the basis of the information developed in the course of the performance of the services referred to above, considered in the light of our understanding of the applicable law and the experience we have gained through our practice, we hereby advise you, subject to the limitations expressed in the preceeding paragraphs, that, as ofthe date hereof, nothing has come to our attention as ofthe date hereof which has caused us to believe that the Offering Memorandum (except for information under the Captions "The Bonds — Book-Entry Only System" relating to a description of D.T.C, and information contained in the Appendices thereto and any historical or projected financial and statistical data, information or summaries of such data or information included in the Offering Memorandum, as to which we express no opinion) contains any untrue statements of material fact or omissions of material fact necessary to be stated therein to make the statements therein, in the light of the circumstances under which they were made, not misleading.

We further advise you that, in our opinion, the Bonds are exempt from the registration requirements of the Securities Act of 1933, as amended and now in effect, and the Indenture is exempt from qualification under Section 304(a)(4)(A) of the Trust Indenture Act.

We render this opinion to you and it may not be relied upon in any manner by any other person or entity without our prior written consent. This opinion is limited to the matters stated herein and no opinion may be implied or inferred beyond the matters expressly stated. This opinion is given as ofthe date hereof and we assume no obligation to advise of changes that may hereafter be brought to our attention.

Very truly yours, 93754 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

(Sub)ExhibU "C". (To Bond Purchase Agreement For Lakeshore East Project)

Opinion Of Counsel To The City.

_, 2002

William Blair 86 Company, L.L.C. 225 West Washington Street Chicago, Illinois 60606

Podesta 86 Co. 208 South LaSalle Street, Suite 786 Chicago, Illinois 60604

Ladies and Gentlemen:

I am the Corporation Counsel of the City of Chicago (the "City"). This opinion is given to you pursuant to Section 7(D)(iv) of the Bond Purchase Agreement dated , 2002 (the "Bond Purchase Agreement"), by and between the City, William Blair 86 Company, L.L.C. and Podesta 86 Co. (collectively, the "Original Purchaser"), and Lakeshore East, L.L.C. and Lakeshore East Development Group, L.L.C. (collectively, the "Developer"), in connection with the purchase of $ aggregate principal amount City of Chicago Special Assessment Improvement Bonds, Series 2002, (Lakeshore East Project) (the "Bonds"). The Bonds are being issued pursuant to (A) an ordinance adopted by the City Council of the City (the "City CouncU") on , 2002 (the "Supplemental Ordinance"), and (B) the Trust Indenture dated as of , 2002 by and between the City and BNY Midwest Trust Company, as trustee (the "Trustee) (the "Indenture").

In connection with the foregoing, I have caused to be examined, among other things, the following:

(i) the Supplemental Ordinance and the proceedings of the City Council pursuant to which the Supplemental Ordinance was adopted;

(ii) that certain ordinance adopted by the City Council on July 19, 2002 (the "Special Assessment Ordinance") and the proceedings of the City Council pursuant to which the Special Assessment Ordinance was adopted; 10/2/2002 REPORTS OF COMMITTEES 93755

(iii) an executed copy of the Indenture;

(iv) an executed copy of the Bond Purchase Agreement;

(v) the Limited Offering Memorandum of the City dated , 2002 (the "Limited Offering Memorandum"), relating to the Bonds; (vi) executed copies of the Tax Exemption Certificate and Agreement dated as of , 2002 (the "Tax Agreement");

(vii) the Servicing Agreement dated as of , 2002 between the City, the Trustee emd BNY Asset Solutions, L.L.C. (the "Servicing Agreement");

(viii) the Development Agreement dated as of , 2002 between the City and the Developer and the Construction and Maintenance Agreement dated as of , 2002 between the City and the Developer (said Agreements shall be known collectively herein as the "Development Agreement");

(ix) the Agreement dated as of , 2002 between the City ofChicago and the Chicago Park District conceming the Bonds and the Assessment (as defined below) (the "Intergovemmental Agreement"); and

(x) such other documents, instruments, certificates and related matters of law as were deemed necessary in order to render this opinion.

Based on the foregoing, I am of the opinion that:

(A) The City is a municipal corporation and home rule unit of government duly organized and validly existing and is in good standing under the laws and the Constitution of the State of Illinois.

(B) The City Council and the Mayor of the City (together, the "Corporate Authorities") have: (i) on June 19, 2002 duly adopted the Special Assessment Ordinance; and (ii) on , 2002 duly adopted the Supplemental Ordinance.

(C) The City has full legal right, power and authority to (i) enter into the Bond Purchase Agreement, and (ii) to issue, sell and deliver the Bonds to the Original I\irchaser and to carry out and consummate the transactions contemplated by the Bond Purchase Agreement, the Special Assessment Ordinance, the Supplemental Ordinance, the Limited Offering Memorandum, the Tax Agreement, the Servicing Agreement, the Development Agreement and the Intergovernmental Agreement. The adoption of the Special Assessment Ordinance and the Supplemental Ordinance emd the execution, delivery and performemce by the City of the Bond Purchase Agreement, the Limited Offering Memorandum, the Servicing Agreement 93756 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

and the Development Agreement and the issuance of the Bonds have been duly and validly authorized by all necessary proceedings ofthe City. To my knowledge, neither the adoption of the Special Assessment Ordinance, the Supplemented Ordinance and compliance with the provisions thereof nor the execution and delivery of and performance by the City of its obhgations under the Special Assessment Ordinance, the Supplemental Ordinance, the Indenture or the Bond Purchase Agreement conflicts in a material manner with, or constitutes a material breach of or material default under any applicable law or administrative regulation ofthe State oflllinois or the United States of America or any department, division, agency, or instrumentality of either, any applicable judgement or decree to which the City is subject, or any loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City is a party or is otherwise subject.

(D) The Bond Purchase Agreement, the Special Assessment Ordinance and the Supplemental Ordinance, the Limited Offering Memorandum, the Tax Agreement, the Serricing Agreement, the Development Agreement and the Intergovemmental Agreement, assuming due execution and delivery by any other parties thereto, constitute valid and binding agreements of the City enforceable against the City in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other similar laws affecting creditors' rights generally and by the availability of equitable remedies.

(E) To my knowledge, all authorizations, consents and approvals of emy federal state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or. foreign (each a "Governmental Body") (except •with respect to emy "blue sky" or other securities laws) which would constitute conditions precedent to the performemce by the City of its obligations under, the Borids, the Special Assessment Law (as defined in the Indenture), the Special Assessment Ordinance, the Supplemental Ordinance, the Bond Purchase Agreement, the Limited Offering Memorandum, the Tax Agreement, the Servicing Agreement, the Development Agreement, and the Intergovemmental Agreement, have been obtained. To the best of my knowledge all authorizations, consents and approvals ofany Govemmental Body required in connection with the construction or operation of the improvements, and real estate interests to be acquired by the City or the Chicago Park District in.connection therewith, as described in the Special Assessment Ordinemce (collectively, the "Improvement") by the City have been obtained and etre in full force and effect as of the date hereof.

(F) Nothing has come to my attention which would lead me to believe that the descriptions and information contained in the Limited Offering Memorandum under the captions "The City"; "Plan Of Finance - The Improvement"; "The Special Assessment Proceedings"; "The Servicing Agreement"; "The Development Agreement"; "No Litigation — The City"; and "Authorization" are not true and correct in all material respects and such descriptions and information in the Limited Offering Memorandum, as of its date and as of the date hereof will not contain an untrue, incorrect or misleading statement of a material fact; and such 10/2/2002 REPORTS OF COMMITTEES 93757

descriptions and informeiion in the Limited Offering Memorandum, as ofits date and as of the date hereof, do not omit to state a material fact necessary to make the statements made therein, in light ofthe circumstances under which they were made, not misleading. Each capitalized term used in this paragraph and not otherwise defined herein shall have the meaning assigned to it in the Limited Offering Memorandum.

(G) Other them as specifically set forth in the Limited Offering Memorandum, there are no existing liens, claims, charges or encumbremces on or rights to any funds, revenues or interests pledged pursuant to the Supplemental Ordinance or the Indenture which ;are senior to, or on a parity with, the claims of the holders of the Bonds. Other than as specifically disclosed in the Limited Offering Memorandum, the City has not entered into any contract or arrangements ofany kind, and there is ::io existing or, to my knowledge, pending, threatened, or anticipated event or circumstance that would give rise to any lien, cleum, charge or encumbrance on or right to the assets, properties, funds, or interests pledged pursuant to the Supplemental Ordinance or the Indenture which would be prior to, or on a parity with, the claims of the holders of the Bonds.

(H) Except as disclosed in the Limited Offering Memorandum, (i) there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or any governmental agency or public board or body, pending against the City or, to the knowledge ofthe City, threatened against the City, to restrain or enjoin, or threatening or seeking to restrain or enjoin, the issuance, sale or delivery ofthe Bonds or the delivery by the City of the Limited Offering Memorandum, the Servicing Agreement and the Development Agreement, or the collection of the assessment for the Improvement (the "Assessment") as entered by the Circuit Court of Cook County, Illinois (the "Court") in the special assessment proceeding for the Improvement and the Assessment pursuant to the confirmation order entered by the Court , 2002 confirming judgment on the Assessment, or in any way contesting or affecting the vaUdity of the Special Assessment Ordinance, the Supplemental Ordinance, the Bonds, the Indenture, the Limited Offering Memorandum, the Tax Agreement, the Development Agreement, or the Servicing Agreement, or in any way questioning or affecting (A) the proceedings under which the Bonds are to be issued, (B) the authority of the City to collect the Assessment, or to perform its obligations hereunder or with respect to the Bonds, or to consummate any of the transactions set forth in the Limited Offering Memorandum, the Servicing Agreement and the Development Agreement as contemplated hereby or by the Supplemental Ordinance or the Limited Offering Memorandum, (C) the legal existence ofthe City, or the title ofthe Corporate .Authorities to their offices, and (ii) there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or any govemmental agency or public board or body, pending against the City or, to my knowledge, threatened against the City which, if adversely decided, would result in any 93758 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

material adverse change in the Assessment, or the proposed construction and maintenance of the Improvement by the Developer pursuant to the Development Agreement.

(I) Each ofthe Special Assessment Ordinance and the Supplemental Ordinance is in full force and effect, and has not been amended, modified, revoked or repealed.

No opinion is expressed as to any "blue sky" or other securities laws or as to the laws regarding taxation of any state or the United States, or any disclosure or compliemce related thereto.

The statements contained herein are made in an official capacity and not personally and no personal responsibility shall derive from them. Further, the only opinions that are expressed are the opinions specifically set forth herein, and no opinion is implied or should be inferred as to any other matter or transaction.

No one other than you shall be entitied to rely on this opinion.

Very truly yours.

Mara S. Georges, Corporation Counsel

(Sub)ExhibU "D". (To Bond Purchase Agreement For Lakeshore East Project)

Opinion Of Special Counsel To The City.

Date:

To:

Ladies and Gentlemen:

The City ofChicago, Cook County, Illinois (the "City"), has authorized and issued 10/2/2002 REPORTS OF COMMITTEES 93759

its Sixty Million Dollar ($60,000,000) Special Assessment Improvement Bonds, Series 2002, dated , 2002 (the "Bonds") to provide funds to the City for the acquisition and construction of the Project (as such term is defined in the hereinafter defined Bond Ordinance). The Bonds have been issued pursuant to the provisions of 50 ILCS 460/1, et seq., 65 ILCS 5/9-2-1, et seq. and Section 2-102-075 ofChicago Municipal Code (hereinafter collectively the "Act"), and pursuant to the provisions ofthe Ordinance adopted by the City Council ofthe City (the "Council") on June 19, 2002, entitied, "An Ordinance Providing for the Installation of Sanitary Sewers, Watermains, Storm Sewers, Public Park Improvements and Right-of-Way Improvements in Regard to the Lakeshore East Development [Special Assessment Docket Number 58763/Warrant Number 62456]", (the "Special Assessment Ordinemce") and the Ordinance adopted by the Council on , 2002, entitled, "An Ordinance Authorizing the Issuance of Sixty Million Dollar ($60,000,000) Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project), ofthe City ofChicago, Illinois, to Finance the Acquisition and Construction of Local Improvements" (the "Bond Ordinance").

As special counsel to the City in regard to the underljring Special Assessment, we have examined and are familiar with the books, records and files of the City, the Special Assessment Ordinance, the proceedings of the City relating to the authorization of Special Assessment Docket Number 58763/Warrant Number 62456, the proceedings instituted on , 2002 in the Circuit Court of Cook County, Illinois (the "Court"), petitioning the Court for the levy of Special Assessment Number Docket Number 58763/Warrant Number 62456, known as Case Number CS (the "Petition"), the Assessment Roll and Report filed vrith the Court on , 2002 (the "RoU"), the Recommendation ofthe Board of Local Improvements (the "Recommendation"), and such other documents and information as we have considered pertinent, and based upon the foregoing, we are of the opinion as follows:

1. The City has the power and authority to petition for the levy of the special assessment described in the Special Assessment Ordinance (the "Special Assessment") pursuant to the Act.

2. Pursuant to Section 9 ofthe Special Assessment Ordinance, attached to the Petition, the issuance ofthe Bonds was specifically authorized.

3. Based on the Roll, and the orders entered by the Court amending and confirming the Roll, assessments against private property have been confirmed in the amount of Sixty-seven Million Four Hundred Fifteen Thousand Seven Hundred Thirty-one and no/100 Dollars ($67,415,731.00) with no assessment against the City for public benefit, for a total confirmed assessment amount of Sixty-seven Million Four Hundred Fifteen Thousand Seven Hundred Thirty-one and no/100 Dollars ($67,415,731.00) (the 93760 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

"Assessments"). Furthermore, the total amount of the Assessments as confirmed was made payable in sixty (60) semiannual installments as follows:

Installment Number Date Due Amount

1 3/1/2003 0.00 (interest covered by capitalized interest)

2 9/1/2003 0.00 (interest covered by capitalized interest)

3 3/1/2004 0.00 (interest covered by capitalized interest)

4 9/1/2004 0.00 (interest covered by capitalized interest)

5 3/l/2b05 0.00 (interest only)

6 9/1/2005 0.00 (interest only)

7 3/1/2006 0.00 (interest only)

8 9/1/2006 0.00 (interest only)

9 3/1/2007 0.00 (interest only)

10 9/1/2007 0.00 (interest only)

11 3/1/2008 179,775.28

12 9/1/2008 179,775.28

13 3/1/2009 226,966.28

14 9/1/2009 226,966.28

15 3/1/2010 278,651.66

16 9/1/2010 278,651.66

17 3/1/2011 333,707.85 10/2/2002 REPORTS OF COMMITTEES 93761

Installment Number Date Due Amount

18 9/1/2011 333,707.87

19 3/1/2012 393,820.24

20 9/1/2012 393,820.24

21 3/1/2013 458,426.97

22 9/1/2013 458,426.97

23 3/1/2014 529,775.29

24 9/1/2014 529,775.29

25 3/1/2015 606,179.78

26 9/1/2015 606,179.77

27 3/1/2016 689,325.86

28 - 9/1/2016 689,325.86

29 3/1/2017 779,213.49

30 9/1/2017 779,213.49

31 3/1/2018 875,842.72

32 9/1/2018 875,842.72

33 3/1/2019 980,337.08

34 9/1/2019 980,337.08

35 3/1/2020 1,093,258.43

36 9/1/2020 1,093,258.43

37 3/1/2021 1,215,168.55

38 9/1/2021 1,215,168.55 93762 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Installment Number Date Due Amount

39 3/1/2022 1,346,629.24

40 9/1/2022 1,346,629.24

41 3/1/2023 1,488,764.07

42 9/1/2023 1,488,764.07

43 3/1/2024 1,645,505.62

44 9/1/2024 1,645,505.62

45 3/1/2025 1,815,168.57

46 9/1/2025 1,815,168.57

47 3/1/2026 1,998,314.62

48 9/1/2026 1,998,314.62

49 3/1/2027 2,196,067.43

50 9/1/2027 2,196,067.43

51 3/1/2028 2,409,550.58

52 9/1/2028 2,409,550.58

53 3/1/2029 2,640,449.47

54 9/1/2029 2,640,449.46

55 3/1/2030 2,889,887.66

56 9/1/2030 2,889,887.66

57 •3/1/2031 3,158,427.00

58 9/1/2031 3,158,427.00

59 3/1/2032 3,478,651.75 10/2/2002 REPORTS OF COMMITTEES 93763

Installment Number Date Due Amount

60 9/1/2032 3,478,651.77

4. We are of the opinion that the Special Assessment is valid and legally effective; that the Assessments are properly divided into sixty (60) installments; and that the Assessments provided for as part of the Special Assessment have been lawfully confirmed by the Orders of the Court.

5. We are further of the opinion that the Assessments levied against all properties as part of the Special Assessment create valid and binding liens upon the properties against which such Assessments were made.

6. In addition, the City waived bidding relative to the Project, awarding a contract to Lakeshore East, L.L.C. , lUinois, , on , 2002, in the total amount of Thirteen Million Two Thousand Four Hundred Thirty and no/ 100 Dollars ($13,002,430.00).

7. On , 2002, the Certificate as to Issuemce of First Voucher was approved by the City and was filed with the Clerk of the Court on , 2002, with said Clerk ofthe Court subsequentiy issuing a Warrant to CoUect to the City on , 2002.

8. The City has complied with all of the requirements of Ilhnois law with respect to the levy ofthe Special Assessment.

9. The City has duly effectively adopted the Special Assessment Ordinance. The Special Assessment OrdiMance is in full force and effect according to the terms thereof and has not b<:en amended, modified or supplemented since the date of adoption by the City, except as follows:

A. in enacting the Bond Ordinance, the City has amended Exhibit L to the Special Assessment Ordinance to delete the letter of credit requirement; and

B. the City will be adopting an amendment to the Special Assessment Ordinance, revising the interest rate on the assessment installments, as set forth in Section 8 of the Special Assessment Ordinance, to track the interest rate on the Bonds. 93764 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

10. The Special Assessment, and all of the proceedings of the City incident to the levy of the Special Assessment etre in full force and effect, have not been revoked, rescinded or amended, except as referenced in 9 above, and were adopted in compliance with the Act.

11. We have reviewed those sections of the Preliminary Limited Offering Memorandum entitled, "Enforcement of Special Assessment Liens — Cook County" and "The Special Assessment Proceedings ", and nothing has come to our attention during said re^riew that would render said sections untrue, inaccurate or in any way misleading.

12. We offer no opinion as to the tax exempt status of the Bonds.

Very truly yours,

Klein, Thorpe and Jenkins, Ltd.

Thomas P. Bayer

ExhibU "B". (To Ordinance)

City Of Chicago, Illinois

Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project)

Servicing Agreement.

This servicing agreement (this "Agreement") dated as of , 2002, is entered into by BNY Asset Solutions, L.L.C. (the "Servicer"), the City ofChicago, a municipality and home rule unit of local govemment of the State of Illinois (the "City"), and BNY Midwest Tmst Company, as tmstee (the "Tmstee") under the Tmst Indenture dated as of , 2002 (the "Indenture") between the City and the Tmstee. 10/2/2002 REPORTS OF COMMITTEES 93765

Witnesseth:

Whereas, The City is a municipality organized and operating as a home rule unit of local govemment under the Illinois Constitution and the laws of the State, including the Illinois Municipal Code, as amended; and

Whereas, Pursuant to the provisions of the Illinois Municipal Code and the Act, as hereinafter defined, the City is authorized to, among other things, make loced improvements by special assessment; and

Whereas, On June 19, 2002, the Mayor and the City Council of the City (the "Corporate Authorities") adopted an ordinance ofthe City (the "Special Assessment Ordinance") providing for the acquisition and construction of a local improvement (the "Improvement") as described and defined in the Special Assessment Ordinemce, the cost thereof to be paid by a special assessment (the "Assessment"), as described in a petition filed by the City in the Judicial Circuit Court, Cook County, Illinois (the "Court") for the levy of the Assessment to pay the cost of the Improvement (the "Proceeding"); and

Whereas, All notices required to date by the Act in connection with the Improvement and the Proceeding have been given; and

Whereas, On etfter first resolving all legal emd benefit objections, the Court entered its order of confirmation of the Assessment (the "Confirmation Order") in the Proceeding; thirty (30) days have passed since the entry of the Confirmation Order; and no appeal ofthe Confirmation Order has been taken; and

Whereas, The estimated total costs of the Improvement as approved in the Confirmation Order are Seventy-eight Million Three Hundred Twelve Thousand One Hundred Seven DoUars ($78,312,107); and

Whereas, The Board of Local Improvements ofthe City has filed with the Clerk of the Court a notice of the due date of the first (P') installment of the Assessment, which shall be March 1, 2003 (however, no amounts shall be owed with respect to such installment as a result of funds on deposit in the Series 2002 Capitalized Interest Fund created pursuant to the Indenture), and the date from which interest shall begin to accrue on the Assessment, which is September 1, 2004; and

Whereas, To most advantageously provide for the pajrment of a portion ofthe costs ofthe Improvement, the Corporate Authorities have determined it to be advisable, necessary and convenient to issue special assessment bonds under the Act; emd contemporaneously with the execution and delivery ofthis Agreement, the City has issued its $ aggregate principal amount of Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project) (the "Bonds") for such purpose; and 93766 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Whereas, The Bonds will be payable from the Assessment; and

Whereas, The Bonds will be secured by the Trust Estate as defined in the Indenture, including amounts on deposit in a Debt Service Reserve Account, and a General Reserve Fund and the Special Assessment Lien; and

Whereas, The City deems it desirable to enter into this Agreement for the purpose of having an agent assist in the biUing and collecting of Assessments and etmending from time to time the Roll (as defined in the [Proceeding]); and

Whereas, The execution and delivery of this Agreement has been in all respects duly and validly authorized by ordinance duly adopted and approved by the Corporate Authorities; and

Whereas, The City, the Servicer and the Trustee are willing to accept the duties pro^vided for in this Agreement;

Now, Therefore, In Consideration Of The Mutual Covenants Herein Contained, the City, the Servicer and the Trustee agree as follows:

Article 1.

Definitions And Statutory Authority.

Section 1.1 Definitions.

Unless the context otherwise requires, the following terms not previously defined shall, for all purposes of this Agreement and of any certificate, opinion or other document herein mentioned, have the meanings set forth below. In addition, terms not otherwise defined herein shall have the meanings set forth in the Indenture:

"Act" means the Illinois Municipal Code, as amended, including, in particular, the Special Assessment Law.

"Authorized Officer" means the Mayor, the Chief Financial Officer, City Comptroller or City Clerk and, in addition, any other officer or employee of the City, who is authorized to perform specific acts or duties by ordinance or resolution duly adopted by the Corporate Authorities and any other officer or employee of the City designated by any of the foregoing officers in a written designation delivered to the trustee and the servicer including, specifically, the Director of Revenue with respect to the Assessment. 10/2/2002 REPORTS OF COMMITTEES 93767

"Bondowners" has the meaning set forth in the Indenture.

"Bonds" has the meaning set forth in the recitals.

"Delinquent Assessment" means a lot assessment that has not been paid thirty (30) days after its due date.

"Due Date" means for the first (P') installment of an Assessment during any calendar year, March 1; for the second (2"") installment of an Assessment during any calendar year, September 1.

"Indenture" means the Trust Indenture, dated as of , 2002, between the City and the trustee, to secure the Bonds.

"Lockbox Account" means the account established at the lockbox bank pursuemt to a lockbox agreement, which account is maintained in the name of, and at the sole control of, the trustee, into which account shall be deposited payments related to the Assessments and as to which solely the trustee shall have the ability to withdraw funds.

"Lockbox Agreement" means the lockbox agreement among the trustee, the servicer and the lockbox bank, together with all amendments and supplements thereto or any other lockbox agreement entered into pursuant to this Agreement.

"Lockbox Bank" means, initially, Harris Bank and Trust Company, Chicago, lUinois, and any successor lockbox bank.

"Lot" means a particular lot, block, tract, parcel of land or condominium unit and related interests in common which is assessed on the roll.

"Lot Assessments" means the several assessments on various lots which in the aggregate constitute the Assessment.

"Monthly Servicer's Report" means the report prepared by the servicer pursuant to Section 2.4 hereof.

"Prepajonent" means any prepayment in whole or in part of emy Lot Assessment.

"Roll" means the assessment roll in the Proceeding, as amended from time to time.

"Servicer" means the servicer ofthe Assessment acting as an agent ofthe City, initially being BNY Asset Solutions, L.L.C. 93768 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

"Servicer Default" means emy occurrence or circumstance which with notice or the lapse of time or both would be a servicer event of default under Section 5.1 of this Agreement.

"Servicer Event of Default" means each of the occurrences or circumstances enumerated in Section 5.1 hereof

"Servicer Fee" means the amount payable to the Servicer on each June 1 and December 1, commencing June 1, 2005 in accordance with the schedule attached hereto as (Sub)Exhibit A.

"Services" means the services to be performed by the Servicer pursuant to Article 2 of this Agreement.

"Special Assessment Law" means those pertinent portions of the Illinois Municipal Code, as amended, including expressly Division 2 of Article 9 as modified emd supplemented by Section 075 of Title 2, Chapter 102 of the Municipal Code of Chicago, providing for the making of loced improvements by special assessment, as supplemented by the Special Assessment Supplemental Bond and Procedures Act, 50 ILCS 460.

"Specied Assessment Liens" means the liens on the Lots securing the Assessment.

"Subcontractor" meems emy person or entity with whom the Servicer contracts. to provide any part ofthe Services, including subcontractors and subconsultants of any tier, suppliers and materials providers, whether or not in privity with the Servicer.

"Trustee" means the trustee under the Indenture, initially being BNY Midwest Trust Company.

Section 1.2 Authority For This Agreement.

The execution and delivery ofthis Agreement by the City has been duly authorized pursuant to the provisions of the Act. 10/2/2002 REPORTS OF COMMITTEES 93769

Ariicle 2.

Administration And Servicing Of Assessment.

Section 2.1 Responsibilities Of Servicer.

The Servicer, for the benefit ofthe City and the Bondowners, sliall be responsible for, and shaU, in accordance with servicing procedures set fo: th in Section 2.2, pursue the managing, servicing, administering and making of collections (but only as provided in Section 2.2 hereof), of the Lot Assessments. The Servicer's responsibilities shall include monitoring emd posting of all payments, responding to inquiries of Assessees, accounting for pajrment of the Lot Assessments and fumishing monthly and annual statements to the Trustee and 'fhe City with respect to pajrments under the Lot Assessments. The Servicer and the Trustee shall establish the Lockbox Account with the Lockbox Bank pursuant to the Lockbox Agreement. The Servicer shall instmct the Assessees with respect to the Lot Assessments to send all pajonents directly to the Lockbox Bank for deposit into the Lockbox Account. The Lockbox Bank shall remit to the Serv:^cer on a weekly basis a report setting forth all pajrments made under the Lot Assessments including Prepayments and any penalty interest. Individual Assessee pajrments shall be identified by parcel identification number ("P.I.N.") and address when avaUable and by legal description prior to the availability of the P.I.N.. Eeich party hereto agrees to hold in trust for the benefit of the Bondowners any payraent it receives.

The Servicer, in its OAvn name, shall, and is hereby authorized and empowered by the City, subject to Section 2.2 hereof, to execute arid deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instmments, with respect to the Lot Assessments. Notwithstanding the foregoing, the Servicer shall not, except pursuant to a judicial order from a court of competent jurisdiction, or as otherv-dse expressly provided in this Agreement, release or waive the right to collect the lx)t Assessments.

Section 2.2 Purpose Of This Agreement; Summary Of Duties.

The Servicer shall keep the books and records of account with respect to the Roll and the collection of the Lot Assessments, and shall provide information with respect thereto to the City and the Trustee upon written request •within a reasonable amount of time. In furtherance of such undertaking, the Servicer agrees to do the following: 93770 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

A. biU the owner of each Lot, •with a copy to each record lien holder who has requested in •writing a copy of such tax bill and has paid the reasonable charges of the Servicer for providing such copy, the Lot Assessments in accordance with the Special Assessment Law and Section 2.3 ofthis Agreement;

B. instruct the owner of each Lot to remit to the Lockbox Bank all amounts billed by the Due Dates;

C mail a notice to the owner ofeach Lot for each Delinquent Assessment. Such notice shall inform the Lot owner that the Lot wili be subject to a tax sale if the delinquency is not cured;

D. obtain to the extent possible from the County of Cook a list of record hen holders who have requested in writing a copy of any Lot Assessment bill and who have paid the reasonable charges ofthe Servicer for providing notices, and notify such holders of any delinquencies and the need for them to cure Delinquent Assessments to protect their interests in the Lots;

E. submit a list of all Delinquent Assessments to the Trustee on or before May 1 and December 1 of each year;

F. submit a report on or before May 1 of each year to the Trustee and the City Department of Revenue setting forth the number of Assessees and the assessed value ofali Lots, and detailing the P.I.N., address and amount for each Delinquent Assessment, any payments received, the pajrment date and any amounts still delinquent, all in a format reasonably acceptable to the City and the County of Cook;

G. upon receipt from the City or the County of Cook, submit a report on or before May 1 of each year to the Trustee detailing the status of the sale of any delinquent Special Assessments;

H. promptly calculate the proper amount of Prepajrment for each Lot in accordance with Section 513(b) of the Indenture and submit information with respect to such calculation to the Trustee pursuant to Section 513(c) of the Indenture; and

I. promptly undertake such actions and execute and record such documents as are necessary to release or partially release the Special Assessment Lien with respect to each Lot when the amount of any Prepayment has been paid.

Upon the request ofthe City, the Servicer shall promptly provide to the City a copy of any notice or report provided by the Servicer pursuant to the terms of this Agreement. 10/2/2002 REPORTS OF COMMITTEES 93771

Section 2.3 Billing Procedures.

The Servicer shall mail Lot Assessment bills to owners of Lots no later than February 1 and August 1 ofeach year, commencing February 1, 2005, with a copy to each record lien holder who has requested in writing a copy be delivered to it and has paid the reasonable charges of the Servicer for providing such copy. Each bUl shall delineate the portion thereof attributable to principal and interest on the Assessment and delineate the pro rata credit available in the Assessee's Credit Fund pursuant to Section 514 ofthe Indenture.

Section 2.4 Monthly Reports.

No later than fifteen (15) days after the end ofeach month commencing April 15, 2005, the Servicer shall deliver the Monthly Servicer's Report to the City and the Trustee. The Monthly Servicer's Report shall set forth the name, address, P.I.N., amounts billed and amounts coUected for each Lot for the current calendetr year.

Section 2.5 Parcel Research; Amendments Of The Roll.

The Servicer shall research and identify semi-annuaUy, prior to mailing the Lot Assessment bills, any parcel subdivisions and changes in ownership of property to verify the validity ofthe P.l.N.s for the Lots and shall review the County Assessor's parcel maps to compile a list ofthe P.l.N.s which will be valid for the following Lot Assessment bill. The Servicer shall prepetre updated Assessment Rolls and assist the City and its employees, agents and attomeys, as are necessary to amend the Roll from time to time as necessary to reflect additional Lots, Prepajonents or abatements of Lot Assessments. Upon the amendment ofthe Roll the Servicer shall verify that the sum of the Lot Assessments on the various Lots equals the Assessment, and shall provide copies of any amendment to the City and the Trustee.

Section 2.6 Reference To Special Assessment Law.

Notwithstanding any other provision of this Agreement, the provisions of the Special Assessment Law, including particularly Section 9-2-37 shedl govern the amendment of the Roll.

Section 2.7 Servicer's Compensation.

As compensation for the performance of its obligations under this Agreement the Servicer shall be entitled to receive the Servicer Fee. The Servicer Fee shall be paid semi-annually on each June 1 and December 1 commencing on June 1, 2005 and 93772 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

terminating on the first to occur of (i) the release of the hen securing the last Lot Assessment or (ii) the defeasance of the Bonds. The Servicer Fee shall be paid by the Trustee to the Servicer in the priority as set forth in the Indenture.

Ariicle 3.

Servicer Representations And Warranties.

Section 3.1 Representations And Wetrranties.

The Servicer hereby makes the foUo^wing representations and warranties as ofthe date oflssuance ofthe Bonds, which shall survive the date hereof:

(a) The Servicer has been duly orgemized and is validly existing and in good standing as a limited liabUity company under the laws of the State of Delaware, •with requisite corporate power and authority to perform its obligations under this Agreement, and to transact the business in which it is now engaged.

(b) The Agreement has been duly authorized, executed and delivered by the Servicer and constitutes the valid and legally binding obligation of the Servicer enforceable against the Servicer in accordance with its terms, subject as to enforcement to any bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a court of equity or law.

(c) There are no proceedings or investigations pending or, to the knowledge of the Servicer, threatened against or affecting the Servicer or any subsidiary in or before any court, govemmental authority or agency or arbitration board or tribunal which if adversely determined would materially adversely affect the business condition (financial or otherwise) ofthe Servicer or which would impair the ability ofthe Servicer to perform its obligations hereunder. The Servicer is not in default with respect to any order ofany court, govemmental authority or agency or arbitration board or tribunal.

(d) The Servicer (i) is not in violation of any laws, ordinances, govemmental rules or regulations to which it is subject, (ii) has not failed to obtain any Ucenses, permits, franchises or other govemmental authorizations necessary to the ownership of its property or to the conduct of its business, and (iii) is not in violation of any term of any agreement, chetrter, bylaw or instrument to which it 10/2/2002 REPORTS OF COMMITTEES 93773

is a party or by which it may be bound, which •violation or failure could materially adversely affect the business or condition (financial or otherwise) of the Servicer and its subsidiaries.

(e) The Servicer is not an investment company which is required to register under the Investment Company Act of 1940, as amended.

(f) No default or event that would become a Servicer Event of Default with respect to the Servicer or, to the best of the Servicer's knowledge, of any Subcontractor has occurred and is continuing on the date hereof.

(g) The Servicer •will not knowingly use the services of emy ineligible consultant or Subcontractor for any purpose in the performance of Services.

(h) The Servicer emd, to the best ofthe Servicer's knowledge, its Subcontractors have not been deemed by the Chief Procurement Officer ofthe City to have, within five (5) years immediately preceding the date of this Agreement, been found to be in default on any contract awarded by the City.

(i) The Servicer and, to the best ofits knowledge, its Subcontractors are not in violation of the provisions of Section 2-92-320 of Chapter 2-92 of the Municipal Code ofChicago, and in connection with it, and additionally in connection with the Ilhnois Criminal Code, 720 ILCS 5/33E as amended, and the Ilhnois Municipal Code, 65 ILCS 5/11-42.1-1.

(j) The Servicer acknowledges that any certification, affidavit or acknowledgment made under oath in connection with this Agreement is made under penalty of perjury and, if false, is also cause for termination under Article 5.

(k) The Servicer is appropriately licensed to perform its obligations under this Agreement under all applicable laws and regulations. The Illinois Collection Agency Act (225 ILCS 425, et seq.) does not apply to the Servicer.

Section 3.2 Ethics.

In addition to the foregoing warranties and representations, the Servicer warrants:

(a) No officer, agent or employee of the City is employed by the Servicer or has a financial interest directiy or indirectly in this Agreement or the compensation to be paid under this Agreement except as may be permitted in writing by the Board of Ethics established under the Municipal Code ofChicago (Chapter 2-156). 93774 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

(b) To the best of the Servicer's knowledge, no pajonent, gratuity or offer of employment will be made in connection with this Agreement by or on behalf of any Subcontractors to the Servicer or higher tier Subcontractors or anyone associated with them, as an inducement for the award of a subcontract or order.

The Servicer further acknowledges that any agreement entered into, negotiated or performed in violation ofany ofthe provisions of Chapter 2-156 is voidable as to the City.

Ariicle 4.

Ceriain Covenants.

Section 4.1 Further Assurances.

At any and all times the City shall, as far as it may be authorized by law, comply with any reasonable request of the Servicer or the Trustee to pass, make; do, execute, acknowledge and deliver, all such further ordinances, resolutions, acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable for the better administration of the duties required of the parties hereunder.

Section 4.2 Trustee To Cooperate, Provide Information, Et Cetera.

The Trustee shall promptly supply all documents and information to the Servicer and the City as are necessary or advisable to the carrying out of the Servicer's duties, including, expressly, all amendments or supplements to the Indenture. The Trustee shall on January 2 of each year calculate and provide to the Servicer and the City the amount then on deposit to the credit of the Annual Interest Credit Account ofthe Assessee's Credit Fund pursuant to Section 514(a) ofthe Indenture.

Section 4.3 Indemnification.

(a) the Servicer hereby agrees to indemnify and keep and hold harmless the City, its officers, representatives, elected and appointed officials, agents and employees from and against any and all Losses, including those related to: 10/2/2002 REPORTS OF COMMITTEES 93775

(i) the Servicer's fedlure to perform or cause to be performed the Servicer's covenants and obligations as and when required under this Agreement, including the Servicer's failure to perform its obligations to any Subcontractor (but only to the extent such feulure to perform results in any Losses as a result of a third party suit or action against the City); and

(ii) the City's exercise of its rights and remedies under Section 5.2 of this Agreement.

(b) "Losses" means, individually emd collectively, liabilities of every kind, includine losses, damages and reasonable costs, pajrments and expenses (such as, but not limited to, court costs and reasonable attorneys' fees and disbursements), claims, demands, actions, suits, proceedings, judgments or settlements, any or all ofwhich in any way arise out of or relate to the Servicer's breach ofthis Agreement (but only to the extent such breach results in any liabihty, damage or other Loss as a result of a third party suit or action against the City) or to the Servicer's negligent or otherwise wrongful acts or omissions or those of its officers, agents, employees, consultants, subcontractors or licensees.

(c) At the City Corporation Counsel's option, the Servicer must defend all sv.its brought upon all such Losses and must pay all reasonable costs and expenses incidental to them, but the City has the right, at its option, to participate, at its own cost, in the defense of any suit, without relieving the Servicer of any oi its obligations under this Agreement. Any settlement must be made only •with the ].)rior written consent of the City Corporation Counsel, if the settlement requires any action on the petrt of the City.

(d) The indemnities in this section survive expiration or termination of this Agreement for matters occurring or arising during the term of this Agreement or as the result of or during the Servicer's performance ofthe Services beyond the term. The Servicer acknowledges that the requirements set forth in this section to indemnify, keep and save hetrmless and defend the City are apart from and not limited by the Servicer's duties under this Agreement.

Section 4.4 Compliance With All Laws.

The Servicer must observe and comply with all applicable federal, state, county and municipal laws, statutes, ordinances and executive orders, in effect now or later and whether or not they appear in this Agreement, including those set forth in this Section 4.4, and the Servicer must pay all taxes and obtain all licenses, certificates and other authorizations required by them. The Servicer must require all Subcontractors to do so, also. At the City's request, the Servicer must incorporate into this Agreement, by reference or by setting forth at length, at the option of the City, all statutes, mles and regulations that may now or later be required to be 93776 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

included by any federal, state or local agency. F\irther, the Servicer must execute and must cause any Subcontractors to execute an Economic Disclosure Statement (including disclosure of retained parties) in the form attached to this Agreement as (Sub) Exhibit B. Not^withstanding acceptance by the City ofan Economic Disclosure Statement, fedlure ofthe Economic Disclosure Statement to include all information required under the Municipal Code renders this Agreement voidable at the option of the City.

(a) City Nondiscrimination Requirements. The Servicer must comply with, and the procedures the Servicer utilizes and the Services the Servicer provides under this Agreement must comply with, the Chicago Human Rights Ordinance, Chapter 2-160, Section 2-160-010, et seq., ofthe Municipal Code of Chicago (1990), as amended, and all other applicable City ordinances and rules. Further, the Sei-vicer must fumish and must cause each ofits Subcontractor(s) to fumish such reports and information as requested by the Chicago Commission on Human Relations.

(b) Inspector General. It is the duty of any bidder, proposer or the Servicer, all Subcontractors, every applicant for certification of eligibility for a City contract or program, and all officers, directors, agents, partners and employees of the bidder, proposer, the Servicer, Subcontractor or such applicant to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 ofthe Municipal Code ofChicago. The Servicer understands and will abide by all provisions of Chapter 2-56 of the Municipal Code of Chicago. All subcontracts must inform Subcontractors of the provision and require understanding and compliance •with it.

(c) MacBride Ordinance. The City of Chicago, through the passage of the MacBride Principles Ordinance, seeks to promote fair and equal emplojonent opportunities and labor practices for religious minorities in Northem Ireland and pro^ride a better working environment for edl citizens in Northern Ireland.

In accordance with Section 2-92-580 ofthe Municipal Code ofthe City ofChicago, ifthe primary contractor conducts any business operations in Northem Ireland, the contractor must make all reasonable and good faith efforts to conduct any business operations in Northem Ireland in accordance with the MacBride Principles for Northem Ireland as defined in Illinois PubUc Act 85-1390 (1988 III. Laws 3220).

The provisions ofthis Section 4.4(c) do not apply to contracts for which the City receives funds administered by the United States Department of Transportation, except to the extent Congress has directed that the Department ofTransportation not withhold funds from states and localities that choose to implement selective purchasing policies based on agreement to comply •with the MacBride Principles for Northem Ireland, or to the extent that such funds are not otherwise withheld by the Department of Transportation. 10/2/2002 REPORTS OF COMMITTEES 93777

(d) Business Relationships With Elected Officials. Pursuant to Section 2- 156-030(b) ofthe Municipal Code ofthe City ofChicago, it is illegal for any elected official of the City, or any person acting at the direction of such official, to contact, either orally or in writing, any other City official or employee with respect to any matter involving any person with whom the elected official has a business relationship, or to participate in any discussion in any City Council committee hearing or in any City Council meeting or to vote on any matter involving the person with whom an elected official has a business relationship. Violation ofSection 2-156-030(b) by an elected official with respect to this Agreement is grounds for termination ofthis Agreement. The term business relationship is defined in Section 2-156-080 ofthe Municipal Code ofChicago.

Section 2-156-080 defines a "business relationship" as any contractual or other private business deeding ofan official, or his or her spouse, or ofany entity in which an official or his or her spouse has a financial interest, •with a person or entity which entitles an official to compensation or pajonent in the amount of Two Thousand Five Hundred Dollars ($2,500) or more in a calendar year; provided, however, a financial interest shall not include: (i) any ownership through purchase at fair market value or inheritemce of less than one percent of the shares of a corporation, or any corporate subsidiary, parent or affiliate thereof, regardless of the value of or dividends on such shares, if such shares are registered on a securities exchange pursuant to the Securities Exchange Act of 1934, as amended; (ii) the authorized compensation paid to an official or employee for his office or emplojrment; (iii) any economic benefit provided equally to all residents of the City; (iv) a time or demand deposit in a financial institution; or (v) an endowment or insurance policy or annuity contract purchased from an insuremce company. A "contractued or other private business dealing" shall not include any emplojrment relationship of an official's spouse with an entity when such spouse has no discretion conceming or input relating to the relationship between that entity and the City.

(e) Chicago "Living Wage" Ordinance. Section 2-92-610 of the Municipal Code of Chicago requires eligible contractors and their subcontractors to pay a living wage (currently Seven and 60/100 Dollars ($7.60) per hour minimum base wage) to covered employees employed in the performance ofthis Agreement. The Servicer is an eligible contractor if at emy time during the performance ofthis Agreement, the Servicer has twenty-five (25) or more full-time employees. If the Servicer is, or becomes, eligible, the Servicer and the Subcontractors must pay at least the base wage to covered employees. Covered employees are: security guards (but only ifthe Servicer and the Subcontractors employ in the aggregate twenty-five (25) or more of them) and, in any number, parking attendants, day laborers, home and health care workers, cashiers, elevator operators, custodial workers and clerical workers. Section 2-92-610 does not apply to not-for-profit corporations with federal 501 (c) (3) tax exempt status. Also, if the work being done under this Agreement is subject to payment of prevailing wages, and the prevailing wages are higher than the base wage, then prevailing wage rates apply and must be paid. 93778 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Ariicle 5.

Termination Of Servicer.

Section 5.1 Servicer Events Of Default.

Any of the following acts or occurrences shall constitute a Servicer Event of Default:

(i) any failure by the Servicer to perform any of the duties set forth in Section 2.2, paragraphs A though E, and Section 2.3;

(ii) any failure by the Servicer to perform any of the other duties of the Servicer set forth in Article 2, which feulure or breach continues unremedied for a period of five (5) days after the date on which (a) such duty is required to be performed as set forth in such Article 2 or (b) written notice of such faUure shall have been given to the Servicer by the Trustee or the City;

(iii) any representation or warranty of the Servicer, in its capacity as Servicer, proves to have been false or misleading when made in any material respect;

(iv) any failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements ofthe Servicer set forth in this Agreement, which failure or breach continues unremedied for a period of thirty (30) days after the date on which the Servicer becomes aware of such failure or breach or written notice of such failure or breach shall have been given to the Servicer by the Trustee or the City;

(v) any assignment by the Servicer ofits duties or rights under this Agreement, except as specifically permitted by Section 6.9 hereof, or any attempt to make such an assignment;

(vi) the entry of a decree or order for relief by a court having jurisdiction in respect of the Servicer or a petition against the Servicer in an involuntary case under any federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar laws, or a court of competent jurisdiction shall enter an order, judgment or decree appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Servicer or for any substantial part of the property of the Servicer or ordering the •winding up or liquidation ofthe affairs ofthe Servicer and the continuance ofany such decree or order unstayed and in effect, or failure for such petition to be dismissed, for a period of sixty (60) consecutive days; 10/2/2002 REPORTS OF COMMITTEES 93779

(vii) the commencement by the Servicer of a voluntary case under any federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency, reorganization or similar law, or the consent by the Servicer to the appointment of or taking possession by a conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official in any insolvency, readjustment of debt, marshalling of assets and liabilities, bankruptcy or similar proceedings of or relating to the Servicer or relating to a substantial part of the property of the Servicer, or the making by the Servicer ofan assignment for the benefit of creditors, or the failure by the Servicer generally to pay its debts as such debts become due or if the Servicer shaU admit in •writing its inability to pay its debts as such debts become due, or the taking of corporate action by the Servicer in furtheremce of any of the foregoing;

(viii) the default by the Servicer under any other agreement it may presently have or may enter into with the City during the term of this Agreement. The Servicer acknowledges and agrees that in the event of a default under this Agreement, the City may also declare a default under any such other agreements; or

(tx) the repeated or continued violations by the Servicer of City ordinances unrelated to performance under the Agreement that, in the opinion ofthe Director of Revenue, indicate a willful or reckless disregard for City laws and regulations.

Section 5.2 Remedies.

So long as a Servicer Event ofDefault shall have occurred and shall not have been remedied, the City may, by notice (the "Servicer Termination Notice") given in writing to the Servicer and the Trustee, terminate all, but not less than all, of the rights and obligations of the Servicer under this Agreement.

On or after the receipt by the Servicer of a Servicer Termination Notice, all authority and power of the Servicer under this Agreement shall pass to and be vested in the successor servicer appointed by the City and, without limitation, such successor servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attomey-in-fact or otherwise any and all documents and other instmments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes ofsuch Servicer Termination Notice. The Servicer agrees to cooperate with the Trustee and the successor servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder. Upon any such temiination, the Servicer shall be paid any outstanding fees for Services rendered through the date of termination, provided that such fees shall be payable by the City solely from amounts on deposit in the Indenture.

In addition, the City shall have the right to deem the Servicer nonresponsible in future contracts to be awarded by the City. 93780 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Article 6.

Miscellaneous.

Section 6.1 Preservation And Inspection Of Documents.

All documents received by the Servicer under the pro^risions of this Agreement shall be retained in its possession and shall be subject at all reasonable times to the inspection of the Tmstee and the City and shall, upon request, be duplicated and provided to the Trustee and the City.

Section 6.2 Parties Interested Herein.

Except as provided in Section 6.16 ofthis Agreement, nothing in this Agreement expressed or implied is intended or shall be construed to confer upon, or to give to, emy person, corporation or entity, other than the City, the Servicer and the Trustee emy right, remedy or claim under or by reason of this Agreement or emy covenant, condition or stipulation thereof and all the covenants, stipulations, promises and agreements in this Agreement made or to be performed by and on behalf of the Servicer shall be for the sole and exclusive benefit of the City and the Trustee.

Section 6.3 Limitation On Liability Of The Servicer. V- Neither the Servicer nor any of the officers, directors, employees, members, managers or agents of the Servicer shall be under emy liability for any action taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this Agreement, pro^rided, however, that this pro^vision shall not protect the Servicer or any such person against any liability imposed by reason ofthe Servicer's own •willful misconduct, bad faith or negligence in the performemce of its duties hereunder. The Servicer and any officer, director, employee, members, managers or agent ofthe Servicer may rely in good faith on any document ofany kind of prima facie properly executed and submitted by the City or the Trustee. No implied covenants or obligations shall be read into this Agreement against the Servicer. If the Servicer performs any activities beyond the requirements ofthis Agreement, the Servicer shall have the option but will not be required to perform such activities in the future.

Section 6.4 Resignation Of The Servicer; Removal Of The Servicer.

Upon thirty (30) days prior written notice to the City and the Trustee, the Servicer may resign from the duties and obligations imposed on it by this Agreement; 10/2/2002 REPORTS OF COMMITTEES 93781

provided no such resignation shall become effective until a successor servicer shall have assumed the responsibilities and obligations of the Servicer hereunder. The City may, at any time upon thirty (30) days prior written notice to the Trustee and the Servicer, remove the Servicer and terminate this Agreement or emy portion ofthe Services to be performed by the Servicer hereunder; provided that no such removal shall become effective until a successor servicer shall have been appointed by the City to perform such services.

Section 6.5 Severability Of Invalid Provisions.

If emy one (1) or more ofthe covenants or agreements provided in this Agreement on the petrt of the Servicer, the City or the Trustee to be performed should be contrary to law, then such covenant or covenants or agreement or agreements shall be deemed severable from the remaining covenemts and agreements and shall in no way affect the validity of the other provisions of this Agreement.

Section 6.6 Holidays.

If the date for making any pajrment or the last date for performance of any act or the exercising of any right, as provided in this Agreement, shall be a legal holiday or a day on which banking institutions in the municipality in which is located the principal corporate trust office of the Servicer or the Trustee are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Agreement, and no interest shall accrue for the period after such nominal date.

Section 6.7 Actions.

Approvals And Determinations By The City. Except as otherwise specifically provided in this Agreement, any action, approval or other determination to be made, given or taken by the City shall be validly made, given or taken if made, given or taken by the Corporate Authorities, or any committee of said Corporate Authorities or any officer ofthe City to which the Corporate Authorities have lawfully delegated the power to make, give or take such action, approval or other detemiination. The fact that any such delegation shall have been made by the Corporate Authorities shall be conclusively proved by a certificate ofthe City Clerk to that effect.

Section 6.8 Notices.

Except as otherwise provided herein, all notices, requests, demands and other 93782 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

communications required or permitted under this Agreement shall be deemed to have been duly given if personally delivered in writing or mailed, first class, postage prepaid, as follows:

A. IfTo The City: City Hall, Room 107 121 North LaSalle Street Chicago, Illinois 60606 Attention: Director of Revenue

with a copy to:

The Department of Law City HaU 121 North LaSalle Street Chicago, Illinois 60606 Attention: Finance and Economic Development Division

B. IfTo The Tmstee: BNY Midwest Trust Company 2 North LaSalle Street, Suite 1020 Chicago, Illinois 60602 Attention: Corporate Trust Department

C IfTo The Servicer: BNY Asset Solutions, L.L.C. 600 East Las Colinas Boulevard Suite 1300 Irving, Texas 75039 Attention: Risk Management

or to such other person or addresses as the respective party hereafter designates in writing to the other parties hereto. Notices personedly delivered will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated as often (10) days after mailing.

Section 6.9 Assignment.

The obligations and rights of the parties hereto may not be assigned in whole or in petrt except with the prior written consent of the City. 10/2/2002 REPORTS OF COMMITTEES 93783

Not^with Stan ding the foregoing, the Servicer may assign its rights and obligations hereunder to an entity buying substantiaUy edl ofits assets so long as the surviving or acquiring entity executes an assignment and assumption agreement in form emd substance satisfactory to the City and the Trustee.

Section 6.10 Conflicts Of Interest.

No member of the goveming body of the City or other unit of govemment and no other officer, employee or agent of the City or other unit of government who exercises emy functions or responsibilities in connection •with the Services is permitted to have any personed interest, direct or indirect, in this Agreement. No member of or delegate to the Congress of the United States or the Ilhnois General Assembly and no alderman of the City or City employee is allowed to be admitted to any share or petrt of this Agreement or to any financial benefit to etrise from it.

Section 6.11 Non-Liabihty Of Public Officials.

The Servicer and any assignee or Subcontractor must not charge any official, employee or agent ofthe City personally with any liability or expenses of defense or hold any official, employee or agent ofthe City personally liable to them under any term or provision ofthis Agreement or because ofthe City's execution, attempted execution or any breach of this Agreement.

Section 6.12 Right To Offset.

In connection with Section 2-92-380 of the Municipal Code of Chicago:

(i) In accordance with Section 2-92-380 of the Municipal Code of Chicago and in addition to any other rights and remedies (including any of set-off) avedlable to the City under this Agreement or permitted at law or in equity, the City is entitied to set off a portion of the price or compensation due under this Agreement in an amount equal to the amount of the fines and penalties for each outstanding parking violation complaint and/or the amount of any debt owed by the Servicer to the City. For purposes of this Section 6.12, "outstanding parking violation complaint" means a parking ticket, notice of parking violation or parking violation complaint on which no pajrment has been made or appearance filed in the Circuit Court of Cook County within the time specified on tiie complaint. "Debt" means a specified sum of money owed to the City for which the period granted for pajrment has expired.

(ii) Notwithstanding the provisions of subsection (i) above, no such debt(s). or outstanding parking violation complaint(s) will be offset from the price or compensation due under this Agreement if one (1) or more of the following 93784 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

conditions are met:

A. the Servicer has entered into an agreement with the Department of Revenue, or other appropriate City department, for the pajonent of aU outstanding parking violation complaints and/or debts owed to the City and the Servicer is in comphance with the agreement; or

B. the Servicer is contesting liability for or the amount ofthe debt in a pending administrative or judicial proceeding; or

C the Servicer has filed a petition in bankruptcy and the debts owed the City are dischargeable in bankruptcy.

Without breaching this Agreement, the City may set off a portion ofthe price or compensation due under this Agreement in an amount equal to the amount ofany liquidated or unliquidated claims that the City has against the Servicer unrelated to this Agreement. When the City's claims against the Servicer are finally adjudicated in a court of competent jurisdiction or otherwise resolved, the City will reimburse the Servicer to the extent ofthe amount the City has offset against this Agreement inconsistently with such determination or resolution.

Section 6.13 Governing Law And Jurisdiction.

This Agreement is governed as to performance emd interpretation in accordance with the laws of the State of Illinois.

,The Servicer irrevocably submits itself to the original jurisdiction of those courts located within the County of Cook, State oflllinois, with regard to any controversy arising out of, relating to, or in any way concerning the execution or performance ofthis Agreement. Service of process on the Serricer may be made, at the option of the City, either by registered or certified mail addressed to the applicable office as provided for in this Agreement, by registered or certified mail addressed to the office actually maintained by the Servicer, or by personal delivery on any officer, director, or memaging or general agent of the Servicer. If any action is brought by the Servicer against the City concerning this Agreement, the action must be brought only in those courts located •within the County of Cook, State of Illinois.

Section 6.14 Independent Contractor.

This Agreement is between the City and an independent contractor and nothing provided for under this Agreement constitutes or implies an employer-employee relationship such that: 10/2/2002 REPORTS OF COMMITTEES 93785

(a) The City will not be liable under or by reason of this Agreement for the pajrment of any compensation award or damages in connection with the Servicer performing the Services required under this Agreement.

(b) The Servicer is not entitied to membership in the City of Chicago Pension Fund, Group Medical Insurance Program, Group Dental Program, Group Vision Care, Group Life Insuremce Program, Deferred Income Program, vacation, sick leave, extended sick leave, or any other benefits ordinarily provided to individuals employed and paid through the regular payrolls of the City of Chicago.

(c) The City of Chicago is not required to deduct or withhold any taxes, FICA or other deductions from any compensation provided to the Servicer.

Section 6.15 Counterparts.

This Agreement may be executed in multiple counterparts, each ofwhich shall be regarded for all purposes as an origined; and such counterparts shall constitute but one and the same instrument.

Section 6.16 Third Party Beneficiary.

The Bondowners are express third party beneficiaries to this Agreement.

In Witness Whereof, The City, the Servicer and the Trustee have caused this Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the date and year first above written.

City of Chicago

By:

Name:

Titie:

BNY Asset Solutions, L.L.C, as Servicer

By:

Name:

Titie: 93786 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

BNY Midwest Trust Company, as Trustee

By:

Name:

Title:

[(Sub)Exhibit "B" referred to in this Servicing Agreement for Lakeshore East Project omitted for printing purposes but on file and available for public inspection in the Office of the City Clerk.]

(Sub)Exhibit "A" referred to in this Servicing Agreement for Lakeshore East Project reads as follows:

(Sub)ExhibU "A". (To Servicing Agreement For Lakeshore East Project)

Fee Schedule.

Closing Fee: $50,000 lump sum

This fee pertains to the period during which the Servicer shall prepare updated Assessment Rolls and assist the City in amending the Roll from time to time. This fee •will be paid out of the Costs of Issuance Account as of the date of the Servicing Agreement.

Lot Assessment Account Servicing The greater of $25,000 per semiannual Fee for Pajonent Notices: billing statement or a fee calculated on the following charges

Semiannual Statement: $12.50 per Statement

Notice of Delinquent Assessment: $6.25 per Statement 10/2/2002 REPORTS OF COMMITTEES 93787

BNYAS may increase this fee at five (5) year intervals beginning March 1, 2010 for increases in the Consumer Price Index during the preceding five (5) year period.

Account Adjustment Fee: $100 per Tax Account

BNYAS will be paid a fee for each addition and deletion of a tax account to compensate it for adjusting its servicing system to record such additions and deletions as the Project's original eighteen (18) parcels are subdivided into new, additional tax accounts.

Tax Certificates/Prepajrments/ Releases: Market Rate BNYAS may charge Lot owners a market-rate fee equivalent to that charged by taxing authorities and titie companies for producing written tax certificates and/or special assessment full or partial prepajrment statements to facilitate taxpayers' sales or refinancing of Lots, or full or partial prepajonents of assessments and accompanjdng releases. BNYAS will periodically survey the Chicago market to ensure that tax certificates, payoff statements and releases are being charged at a market rate.

Out-Of-Pocket Reimbursements: At Cost

BNYAS shall be reimbursed for the following:

Reasonable and necessary legal and travel expenses

Copjring and delivery charges for copies of documents or reports requested by the City, County or Trustee other than those that are required to be delivered under Section 2.2.A-I

All charges associated with the Lockbox Account

If the fees and/or reimbursements cannot be paid when due as a result of insufficient funds in the Making and Levjdng Fund, such unpaid amounts will accme interest from the date when due at the Wall Street Joumal Prime Rate and be paid when funds are next available in the Making and Levying Fund. 93788 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

ExhibU "C". (To Ordinemce)

TRUST INDENTURE

BETWEEN

CITY OF CHICAGO, ILLINOIS

AND

BNY MIDWEST TRUST COMPANY, As TRUSTEE

Dated as of 1, 2002

Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project) 10/2/2002 REPORTS OF COMMITTEES 93789

This TRUST INDENTURE, dated as of 1, 2002, by and between the CITY OF CHICAGO, ILLINOIS, a municipal corporation and home rule unit of local government organized and existing under the laws of the State of Illinois (the "City"), and BNY MIDWEST TRUST COMPANY, a trust company duly organized and qualified under the laws of the State of Illinois to accept and administer the trust hereby created, and having a principal place of business in the City of Chicago, Illinois (the "Trustee"):

WITNESSETH:

WHEREAS the City is a municipal corporation and home mle unit of local govemment, organized and existing under the laws of the State including the Illinois Municipal Code; and

WHEREAS pursuant to the provisions of Article VII Section 60) of the lUinois Constimtion of 1970, Article 9 of the Illinois Municipal Code, the Special Assessment Supplemental Bond and Procedures Act and an ordinance adopted on July 25, 2001 by the Mayor and City Council of the City (the "Corporate Authorities") entitled: "Amendment of Title 2, Chapter 102 of the Municipal Code of Chicago by Addition of New Section 075 Regarding Home Rule Powers in Special Assessment Proceedings", the City is authorized to, among other things, make local improvements by special assessment and enter into this Indenture; and

WHEREAS on June 19, 2002, the Corporate Authorities adopted an Ordinance of the City, entitled: "An Ordinance Providing for the Installation of Sanitary Sewers, Watermains, Storm Sewers, Public Park Improvements and Right-of-Way Improvements in Regard to the Lakeshore East Development Special Assessment Docket No. 58763/Warrant No. 62456 (the "Special Assessment Ordinance") providing for the acquisition and construction of local improvements (collectively, the "Improvement") as described and defmed in the Special Assessment Ordinance, a portion of the cost of which is to be paid by a special assessment (the "Assessment"), as described in a petition filed by the City in the Circuit Court of Cook County, Illinois, County Department, Covmty Division (the "Court"); and

WHEREAS, the Chicago Park District (the "Park District"), pursuant to an Agreement (the "Intergovemmental Agreement") authorized by the Corporate Authorities on June 19, 2002 and the Board of the Park District on , 2002, authorized the City to act on behalf of the Park District to levy and collect the Assessment and to issue special assessment improvement bonds in connection therewith with regard to financing the cost of that portion of the Improvement related to the land for and improvement of the neighborhood public park, all in accordance with 65 ILCS 5/9-2-1 et. seg., 50 ILCS 460/1 et. seg., 70 ILCS 1505/16 and 70 ILCS 1205/7-1 et. seg.; and

WHEREAS all notices required by the law in connection with the Improvement have been given; and 93790 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

WHEREAS on _, 2002, after first resolving ail legal and benefit objections, the Court entered its judgment order of confirmation of the Assessment (the "Confirmation Order"); 30 days have passed since the entry of the Confirmation Order; and no appeal of the Confirmation Order has been taken; and

WHEREAS the estimated costs of the Improvement as approved in the Confirmation Order are as follows:

Property Acquisition $ 25,833,466 Costs of Constraction 13,002,430 Engineering 3,464,104 Making, Levying and Collecting 3,370,787 Reserve for Deficiency 4,044,944 Debt Service Reserve 6,000,000 Bond Discount 2,400,000 Capitalized Bond Interest 9.300,000 Total Assessment $67.415.731

WHEREAS the Board of Local Improvements of the City (the 'Board") has filed with the Clerk of Court a notice of the due date of the first installment of the Assessment, which shall be March 1, 2003 (however, no amounts shall be owed with respect to such installment as a result of funds on deposit in the Series 2002 Capitalized Interest Fund), and the date from which interest shall begin to accrue on the Assessment, which is September 1, 2004; and

V WHEREAS to most advantageously provide for the payment of the costs of the Improvement, the Corporate Authorities have determined it to be advisable, necessary and convenient to issue special assessment bonds under the Special Assessment Law; and WHEREAS on , 2002, the Corporate Authorities adopted an ordinance entitled: "An Ordinance Authorizing the Issuance of not to exceed $60,000,000 Special Assessment Improvement Bonds, Series 2002, (Lakeshore East Project) of the City of Chicago, Illinois, to Finance the Acquisition and Constmction of Local Improvements" (the "Supplemental Ordinance") authorizing the issuance of not to exceed $60,000,000 principal amount of Special Assessment Improvement Bonds, Series 2(X)2 (Lakeshore East Project) of the City for the purpose of fmancing costs of the Improvement and authorizing the execution and delivery of this Indenture; and 10/2/2002 REPORTS OF COMMITTEES 93791

WHEREAS the Series 2002 Bonds (as defmed herein) will be payable from the Assessment; and

WHEREAS the Series 2002 Bonds will be secured by a Debt Service Reserve Fund and the Special Assessment Lien; and

WHEREAS the execution and delivery of this Indenture have been in all respects duly and validly authorized by ordinance duly adopted and approved by the Corporate Authorities; and

WHEREAS the Trustee is willing to accept the trasts provided for in this Indenmre; and

WHEREAS the City and the Trastee agree as foUows for the benefit of the other and for the benefit of the Owners of the Series 2002 Bonds;

NOW, THEREFORE, THIS TRUST INDENTURE WTTNESSETH:

GRANTING CLAUSES

That the City in consideration of the premises and the acceptance of the Bonds by those who shall own the same from time to time, in order to secure the payment by the City to Bondowners of principal of, premium, if any, and interest on and any other sums payable on the Bonds Outstanding hereunder from time to time, in each case according to their tenor and effect, and to secure the observance and performance by the City of all the covenants expressed or implied herein and in the Bonds, does hereby grant, assign and pledge unto the Trastee and unto its successors in trast and its assigns forever, subject only to the provisions of this Indenmre permitting the application thereof for the purposes and on the terms and conditions set forth herein, all right, title and interest of the City in and to the Trast Estate hereinafter granted for the ftirther securing of the Bonds;

TO HAVE AND TO HOLD all and singular the Trast Estate whether or not now owned or held or whether or not derived from or with respect to property now or hereafter acquired, unto the Trastee and its successors in trast forever;

IN TRUST NEVERTHELESS, upon the terms and mists herein set forth, and the pledge and assignment made in this Indenmre by the City and the covenants and agreements set forth in this Indenmre to be performed by the City shall be for the equal and proportionate benefit, security and protection of all Bondowners, without preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others, except as otherwise expressly provided in or permitted by this Indenmre, by reason of time of issuance, sale, delivery, mamrity or expiration thereof or otherwise for any cause whatsoever; and

PROVIDED, HOWEVER, that if the City shall pay or cause to be paid ftiUy and promptiy when due all liabilities, obligations and sums at any time secured hereby, including interest and attorneys fees, and shall promptly, faithfully and strictiy keep, perform 93792 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

and observe or cause to be kept, performed and observed all of its covenants, and agreements contained herein, then and in such event this Indenmre shall become void and of no further force and effect; otherwise, the same shall remain in ftiU force and effect upon the trasts and subject to the covenants and conditions hereinafter set forth. AND rr IS HEREBY COVENANTED, DECLARED AND AGREED by and between the parties hereto that all Bonds are to be issued, authenticated and delivered, and that all the Trast Estate is to be held and applied, subject to the further covenants, conditions, releases, uses and trasts hereinafter set forth, and the City, for itself and its successors, does hereby covenant and agree to and with the Trastee and its respective successors in said trast, for the benefit of those who shaU own the Bonds, as follows:

ARTICLE I

DEFINITIONS AND STATUTORV AUTHORITV

Section 101. Definitions. Unless the context otherwise requires the following terms shall, for all purposes of this Indenmre and of any certificate, opinion or other document herein mentioned, have the following, meanings:

"Act" shall mean, the Illinois Municipal Code and the Special Assessment Law.

"Assessee" shall mean the person obligated to pay one or more Assessments.

"Assessees Credit Fund" shall mean the fimd by that name created pursuant to Section 502 of this Indenmre.

"Assessment" shall mean the assessment for the Improvement as entered by the Court in the Confirmation Order.

"Assessment Fund" shall mean the fund by that name created pursuant to Section 502 of this Indenmre.

"Assessment Receipts" shall mean the moneys received by the City on account of the Assessment, including Installments and Prepayments.

"Assessments" shall mean the several assessments on various parcels of land which in the aggregate constimte the Assessment.

"Authorized Denomination" shall mean denominations of $100,000 and integral multiples of $1,000 in excess of $100,000.

"Authorized Newspaper" shall mean a financial newspaper of general circulation in the Borough of Manhattan, City and State of New York (including, at such times as they are published. The New York Times, The Bond Buyer and The Wall Street Joumal) which is customarily published at least once a day for at least five days (other than legal holidays) in each calendar week, printed in the English language. 10/2/2002 REPORTS OF COMMITTEES 93793

"Authorized Officer" shall mean the Mayor, Chief Financial Officer, City Comptroller or City Clerk, and in addition, any other officer or employee of the City who is authorized to perform specific acts or duties by ordinance or resolution duly adopted by the Corporate Authorities including, specifically, the Director of Revenue with respect to the Assessment and any otiier officer or employee of the City designated by any of the foregoing officers in a written designation delivered to the Trastee.

"Beneficial Owner" shall mean the person in whose name a Bond is recorded as beneficial owner of such Bond by the Securities Depository or a Participant or an Indirect Participant on the records of such Securities Depository, Participant or Indirect Participant, as the case may be, or such person's subrogee.

"Board" shall mean the Board of Local Improvements of the City.

"Bond Counsel" shaU mean any law firm having a national reputation in the field of municipal law whose opinions are generally accepted by purchasers of municipal bonds which is selected by the City and is acceptable to the Trastee.

"Bondowner" or "Owner of Bonds" shall mean any person who shall be the , registered Owner of any Bond or Bonds.

"Bond Premium" shall mean with respect to any Bond or Bonds the premium which may be payable in coimection with a mandatory or an optional redemption.

"Bonds" shall mean the Series 2002 Bonds and any Series of Refunding Bonds authenticated and delivered under this Indenmre.

"Bond Year" shall mean the annual period commencing on December 2 of a year and ending on December 1 of the next year.

"Book-Entry System" shall mean a book-entry system established and operated for the recordation of Beneficial Owners of the Bonds pursuant to Section 204 hereof.

"Capitalized Interest" shall mean interest on the Series 2002 Bonds that is payable from the Series 2002 Capitalized Interest Fund.

"City" shall mean the City of Chicago, a municipal corporation of the State of Illinois.

"Code" shall mean the Internal Revenue Code of 1986, as amended and supplemented from time to time.

"Confirmation Order" shall mean the order of the Court entered , 2002, confirming judgment on the Assessment.

"Corporate Authorities" shall mean the Mayor and City Council of the City. 93794 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

"Cost of Issuance Account" shall mean the account by that name created pursuant to Section 502 of this Indenmre.

"Costs of the Improvement" shall mean die costs, expenses and habUities paid or incurred or to be paid or incurred by the City in connection with the Improvement, including planning, engineering, designing, acquiring, installing, and fmancing thereof and the obtaining of all govemmental approvals, certificates, permits and licenses with respect thereto, including, but not limited to, any good faith or otiier similar payment or deposits required in connection with the Improvement, the cost of acquisition by or for the City of real and personal property or any interests therein, costs of physical constraction of such part of the Improvement and costs of the City incidental to same, all costs relating to injury and damage claims relating to the Improvement, the cost of any indenmity or surety bonds and premiums on insurance, preliminary investigation and development costs, engineering fees and expenses, contractors' fees and expenses, the costs of labor, materials, equipment and utility services and supplies, legal and fmancial advisory fees and expenses, interest and fmancing costs, including, without limitation, bank commitment and letter of credit fees and bond insurance and indemnity premiums, fees and expenses of the Trastee, amounts, if any, required by this Indenmre to be paid into the Series 2002 Capitalized Interest Fund to provide, among other things, for Capitalized Interest, and to provide for the Debt Service Reserve Requirement, and all federal, state and local taxes and payments in lieu of taxes in cormection with any part of the Improvement and shall include reimbursements to the City for any of the above items theretofore paid by or on behalf of the City.

"Costs of Making and Levying" shall mean all costs whether initiaUy incurred and payable in connection with the making and levying of the Improvement or the Assessment or incurred and payable at any time in the fiimre for such purposes, including costs and expenses of the City and the Trastee incurred pursuant to the Indenmre including, but not limited to, the fees, costs and expenses of the Servicer under the Servicing Agreement.

"Court" shall mean the Circuit Court of Cook County, Ulinois, County Department, County Division.

"Debt Service" shall mean, with respect to any period, the Principal Installments of and interest on Bonds to become due during such period, less any amoimt of Capitalized Interest.

"Debt Service Reserve Requirement" shall mean as to the Series 2002 Bonds as of any particular date the amount of moneys equal to ten percent (10%) of the original principal amount of the Series 2002 Bonds, less ten percent (10%) of the principal amount of Series 2002 Bonds redeemed by operation of the Prepayment Account of the Debt Service Fund pursuant to Section 403(b) and means as to any other series of Bonds issued hereunder, the amount set forth in a supplement to this Indenmre.

"Defaulted Interest" shaU have the meaning given to such term in Section 308 hereof. 10/2/2002 REPORTSOF COMMITTEES 93795

"Defeasance Securities" shall mean those of the Investment Securities as described in clause (i) in the defmition of Investment Securities.

"Depositary" shall mean any bank or trast company organized under the laws of any state of the United States or any national banking association selected by the City as a depositary of moneys and securities held under the provisions of this Indenmre, and may include the Tmstee.

"Developer" shall mean collectively Lakeshore East L.L.C. and Lakeshore East Development Group LLC, each a limited liability company, or their successors and assigns.

"Development Agreement" shall mean coUectively the Development Agreement and the Constraction and Maintenance Agreement, each by and among the City and the Developer.

"Event of DefauU" shall have the meaning given to such term in Section 801 hereof.

"Final Board Approval" shall mean the Board's fmal acceptance of the work constimting the Improvement, as provided by Section 9-2-112 of the Illinois Municipal Code, as amended.

"Final Cost" shall mean the fmal cost of the Improvement as determined by the Court in a proceeding under Section 9-2-114, et seg. of the Ulinois Municipal Code.

"Final Cost Certificate" shall mean the certificate of the Board as prepared for • the Court pursuant to Section 9-2-114 of the Illinois Municipal Code.

"Fiscal Year" means the fiscal year of the City being the annual period commencing on January 1 of a year and ending on December 31 of such year.

"General Reserve Fund Requirement" means an amount equal to $[ ] [5% of par amount of the Bonds].

"Government Obligations" shall mean any bonds or other obligations which, as to both principal and interest, constimte direct obligations of, or the timely payment of which are unconditionally guaranteed by, the United States of America, and any certificates or any other evidences of an ownership interest in obligations or in specified portions thereof (which may consist of specified portions of the interest thereon) of the character described in this defmition.

"Improvement" shall mean the Improvement as described in tiie Special Assessment Ordinance.

"Indenture" shall mean this Trast Indenmre as from time to time amended or supplemented by Supplemental Indentures in accordance with the terms hereof. 93796 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

"Indirect Participant" shall mean a broker-dealer, bank or otiier financial instimtion for which the Securities Depository holds Bonds as a securities depository flirough a Participant.

"Installment" shall mean an installment due on the Assessment payable semi- aimually on March 1 and September 1 of a particular year, as shown on the Roll.

''Installment Bill" shall mean an invoice due on the Assessment, as shown on flie Roll.

"Interest Payment Date" shall mean each June 1 and December 1.

"Investment Securities" shall mean and include any of the followmg securities authorized by law as permitted investments of City funds at the time of their purchase.

(i) Govemment Obligations;

(ii) bonds, debenmres, notes or other evidences of indebtedness issued by any of the foUowing agencies: Government National Mortgage Association, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Federal Land Banks, Federal Home Loan Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Teimessee Valley Authority, United States Postal Service, Farmers Home Administration, Export-Import Bank, Federal Financing Bank, Resolution Funding Corporation, and Smdent Loan Marketing Association;

(iii) investments in a money market fund registered under the Investment Company Act of 1940, as amended (including any such money market fund sponsored by or afflliated with the Trastee), comprised of any of the investments set forth in subparagraph (i) or subparagraph (ii) above;

(iv) negotiable or non-negotiable certificates of deposit or time deposits or other banking arrangements issued by any bank, trast company or national banking association (including the Trastee), which certificates of deposit or time deposits or other banking arrangements shall be continuously secured or collateralized by obligations described in subparagraphs (i), (u) or (iii) of this definition, which obligations shall have a market value (exclusive of accraed interest) at all times at least equal to the principal amount of such certificates of deposit or time deposits or other banking arrangements and shall be lodged with the Trastee, as custodian, by the bank, trast company or national banking association issuing such certificates of deposit or time deposits or other banking arrangements, which certificates of deposit or time deposits or other banking arrangements acquired or entered into pursuant to this subparagraph (iv) shall be deemed to constimte investments and not deposits;

(v) repurchase agreements with any bank, trast company or national banking association (including the Trastee) or government bond dealer reporting to the Federal Reserve Bank of New York that are continuously secured or collateralized by 10/2/2002 REPORTS OF COMMITTEES 93797

obligations described in subparagraph (i) of this definition, which obligations shall have a market value (exclusive of accraed interest) at all times at least equal to the amortized value of such repurchase agreements, provided such security or collateral is lodged with and held by the Trastee, or the City, as titie holder, as the case may be;

(vi) public housing bonds issued by public housing authorities or by other political subdivisions or bodies politic and corporate so authorized, fully secured as to the payment of both principal and interest by a pledge of annual contributions under an aimual contributions contract or contracts with the United States of America; and project notes issued by public housing authorities or by other political subdivisions or bodies politic and corporate so authorized, fully secured as to the payment of both principal and interest by a requisition or payment agreement with the United States of America;

(vii) investment agreements which represent the unconditional obligation of one or more banks, insurance companies or other financial instimtions, or are guaranteed by a fmancial instimtion, in either case that has an unsecured rating, or which agreement is itself rated, as of the date of execution thereof, in one of the two highest rating categories by each of the Rating Agencies; and

(viii) any other securities authorized for investment of City funds by Article VI of Chapter 2-32 of the Municipal Code of Chicago (1990), as from time to time amended.

All securities so purchased, excepting tax anticipation warrants and investment agreements, shall show on their face that they are fiilly payable as to principal and interest, where applicable, witiiin two years of the date of purchase.

"Issue Date" shaU mean (i) , 2002, or (ii) any other date established in a Supplemental Indenmre with respect to a Series of Refunding Bonds.

"Lockbox Bank" means Harris Trast and Savings Bank, its successors and assigns.

"Lot" shall mean a particular lot, block, tract, parcel of land or condominium unit and related interests in common elements, which is identified and assessed on the Roll.

"Moody's" shall mean Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the City, with the approval of the Trastee.

"Opinion of Counsel" shaU mean an opinion in writing signed by an attomey or firm of attomeys (who may be counsel to the City) selected by the City. 93798 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

"Outstanding," when used with reference to Bonds, shall mean, as of any date of calculation. Bonds theretofore or thereupon being authenticated and delivered under fliis Indenture except:

(i) Bonds cancelled by tiie Trastee at or prior to such date;

(ii) Bonds (or portions of Bonds) for the payment or redemption of which moneys, equal to the principal amount or Redemption Price thereof, as the case may be, with interest to the date of mamrity or redemption date, shall be held in trast under this Indenture and set aside for such payment or redemption (wheflier at or prior to the mamrity or redemption date), provided that if such Bonds (or portions of Bonds) are to be redeemed, notice of such redemption shall have been given as provided in Article IV or provision satisfactory to the Trastee shall have been made for the giving of such notice;

(iii) Bonds in lieu of or in substitution for which other Bonds shall have been authenticated and delivered pursuant to Article III, Section 405 or Section 1106 hereof unless proof satisfactory to the Trastee is presented fltiatan y such Bonds are held by a bona fide purchaser in due course; and

(iv) Bonds deemed to have been paid as provided in Section 1201(b) hereof.

"Participant" shall mean a broker-dealer, bank or other financial instimtion for which the Securities Depository holds Bonds as a securities depository.

"Prepayment" shall mean the prepayment of all or any portion of any Assessment.

"Principal Installment" shall mean, as of any particular date of calculation, an amount of money equal to the sum of (a) the principal amount of Outstanding Bonds of a Series that mamre on a single fumre date, reduced by the aggregate principal amount of such Outstanding Bonds that would at or before said future date cease to be Outstanding by reason of the payment when due and application in accordance with the Indenmre of Sinking Fund Installments payable at or before such fiimre date toward the retirement of such Outstanding Bonds, and (b) the amount of any Sinking Fund Installment payable on said fumre date toward the retirement of any such Outstanding Bonds; and said fumre date is deemed to be the date when such Principal Installment is payable and the date of such Principal Installment.

"Rating Agency" shall mean Moody's or S&P or any other rating agency so designated in a Supplemental Indenmre.

"Rebate Fund" shall mean any rebate ftmd established with respect to a Series of Bonds issued under this Indenture, including the Series 2002 Rebate Fund. 10/2/2002 REPORTS OF COMMITTEES 93799

"Redemption Price" shall mean, with respect to any Bond, the principal amount thereof plus the applicable Bond Premium, if any, payable upon redemption thereof pursuant to such Bond or this Indenmre, plus accraed interest to the date of redemption.

"Refunding Bonds" shall mean all Bonds, whether issued in one or more Series, authenticated and delivered on original issuance pursuant to Section 203 hereof.

"Regular Record Date" shall have the meaning given to such term in Section 308 hereof.

"RoU" shall mean the assessment roU in the Confirmation Order as the same may be amended from time to time.

"S&P" shall mean Standard & Poor's Ratings Group, a corporation organized and existing under the laws of the State of New York, its successors and assigns, and, if such corporation shall no longer perform the fimctions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the City, with the approval of the Trastee.

"Securities Depository" shall mean The Depository Trast Company, and any substimte for or successor of such securities depository that shall maintain a Book-Entry System with respect to the Bonds.

"Securities Depository Nominee" shall mean the Securities Depository or the nominee of such Securities Depository, in whose name there shall be registered on the registration books of the City the Bonds during the continuation of the Book-Entry System.

"Series" shall mean all of the Bonds authenticated and delivered on original issuance and identified pursuant to this Indenmre or a Supplemental Indenmre authorizing such Bonds as a separate Series of Bonds.

"Series 2002 Bonds" means the Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project) of the City, authorized in Section 201 of this Indenture.

"Servicing Agent" shall mean initially BNY Asset Solutions LLC, and any successor agent under the Servicing Agreement.

"Servicing Agreement" shall mean an agreement, by and among a Servicing Agent other than the City, the Trastee and the City providing for the servicing of certain billing and collection procedures for the Assessments, including the Servicing Agreement dated as of , 2002, by and among the City, BNY Asset Solutions LLC and flie Trastee.

"Sinking Fund Installment" shall mean the amount of money required by the Indenmre or by a Supplemental Indenmre with respect to Refunding Bonds, to be paid by the City on a particular date toward the retirement of any particular Outstanding Bonds of a Series 93800 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

that mamre on a single date, but does not include any amount payable by reason of the mamrity of a Bond.

"Special Assessment Law" shall mean those pertinent portions of the Illinois Municipal Code, as amended, including expressly Division 2 of Article 9, providing for the making of local improvements by special assessment, as supplemented by the Special Assessment Supplemental Bond and Procedures Act, 50 Illinois Compiled Stamtes 460 and an ordinance of the City entitied "Amendment of Titie 2, Chapter 102 of the Municipal Code of Chicago by Addition of New Section 075 Regarding Home Rule Powers in Special Assessment Proceedings" passed by the Corporate Authorities on the 25'" day of July 2001.

"Special Assessment Lien" shall mean the lien on the Lots securing the Assessments.

"Special Assessment Ordinance" shall mean an ordinance passed by the City CouncU on the 19"' day of June, 2002, providing for the Improvement and Assessment. "Special Record Date" shall have the meaning given to such term in Section 308(b) hereoL

"State" shaU mean the State of Ulinois.

"Supplemental Indenture" shall mean any indenmre supplemental to or amendatory of this Indenmre, adopted by the City in accordance with Article X.

"Supplemental Ordinance" shall mean an ordinance of the City, passed by the Corporate Authorities on the day of , 2002, supplemental to the Special Assessment Ordinance, by which, inter alia, this Indenmre has been authorized.

"Trust Estate" shall mean (i) the Assessments and all interest and penalties derived therefrom, (ii) the Special Assessment Lien and (iii) all Funds established by this Indenmre except (A) the Assessees' Credit Fund and (B) any Rebate Fund.

"Trustee" shall mean BNY Midwest Trast Company, its successors or assigns any other corporation or association which may at any time be substimted in its place pursuant to this Indenture.

"Underwriter" shall mean, coUectively, WUliam Blair & Company and Podesta & Co.

"Written Certificate of the City," "Written Request of the City" and "Written Statement of the City" shall mean an instrament in writing signed on behalf of the City by an Aufliorized Officer thereoL Any such instrament and any supporting opinions or certificates may, but need not, be combined in a single instrament with any other instrument, opinion or certificate, and the two or more so combined shall be read and constraed so as to form a single instrament. Any such instrument may be based, insofar as it relates to legal. 10/2/2002 REPORTS OF COMMITTEES 93801

accounting or engineering matters, upon the opinion or certificate of counsel, consultants, accountants or engineers, unless the Authorized Officer signing such Written Certificate or Request or Statement knows, or in the exercise of reasonable care should have known, that the opinion or certificate with respect to the matters upon which such Written Certificate or Request or Statement may be based, as aforesaid, is erroneous. The same Authorized Officer, or the same counsel, consultant, accountant or engineer, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenmre, but different Aufliorized Officers, counsel, consultants, accountants or engineers may certify to different facts, respectively.

Any fund" or "Account" with a proper name in reference before it shall mean such Fund or Account as established by such name in Section 502(a).

Except where the context otherwise requires, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include firms, associations, corporations, municipal corporations, agencies and bodies.

AU references in this Indenmre to Articles, Sections and other subdivisions are to the corresponding Articles, Sections or subdivisions of Ais Indenmre, and the words herein, hereof, hereunder and other words of similar import refer to this Indenmre as a whole and not to any particular Article, Section or subdivision of this Indenmre. The headings or titles of the several articles and sections of this Indenmre, and any Table of Contents appended to copies of this Indenmre, shall be solely for convenience of reference and shaU not affect the meaning, constraction or effect ofthis Indenmre. Each reference to a section of the Code shall be deemed to include the United States Treasury Regulations, including temporary and proposed regulations, relating to such section which are applicable to Bonds and the use of Bond prciceeds.

Section 102. Anthority for This Indenture. The exccution and delivery of this Indenmre by the City has been duly authorized pursuant to the provisions of the Act and the Local Govemment Debt Reform Act, 30 lUinois Compiled Stamtes 350.

Section 103. indenture to Constitute Contract. In consideration of the purchase and acceptance of any and all of the Bonds authorized to be issued hereimder by those who shall hold the same from time to time, in accordance with the provisions of the Act and the Local Government Debt Reform Act, this Indenmre shall be deemed to be and shall constitute a contract between the City and the Owners from time to time of the Bonds; and the pledge made in this Indenmre and the covenants and agreements therein set forth to be performed on behalf of the City shall be for the equal benefit, protection and security of the Owners of any and aU of the Bonds, aU of which, regardless of the time or times of their authentication and delivery or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof except as expressly provided in or permitted by this Indenmre. 93802 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

ARTICLE O AUTHORIZATION AND ISSUANCE OF THE SERIES 2002 BONDS AND REFUNDING BONDS

Section 201. Autiiorization of Series 2002 Bonds. Bouds designated aS "Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project)," are hereby authorized to be issued by the City under this Indenmre and pursuant to the Act, including the provisions of Section 45 of the Special Assessment Supplemental Bond and Procedures Act, and the Local Government Debt Reform Act. The maximum principal amount of Series 2002 Bonds that may be executed, authenticated and delivered under this Indenmre is $ .

Section 202. General Provisions for Issuance of Bonds. Bonds shall be CXeCUtCd by the City for issuance under this Indenmre and delivered to the Trustee and thereupon shall be authenticated by the Trastee and by it delivered to the City or upon the Written Request of the City but orfly upon receipt by the'Trastee of the following documents or moneys or securities, all of such documents dated or certified, as the case may be, as of the Issue Date (unless the Trastee shall accept any of such documents bearing a prior date):

(1) A Written Request of the City as to the delivery of the Bonds;

(2) An executed copy of this Indenmre;

(3) Certified copies of the Special Assessment Ordinance and the Supplemental Ordinance;

(4) The amounts required by Section 502(c) to be deposited with the Trastee; and

(5) Such further documents, moneys and securities as are required by the provisions of Section 203 hereof or Article X or any Supplemental Indenmre adopted pursuant to Article X.

Sectiao 203. Refunding Bonds.

(a) Provided the conditions of Section 203(b) are met, one or more Series of Refunding Bonds may be issued at any time pursuant to a Supplemental Indenmre to refund any Outstanding Bonds. Refunding Bonds shall be issued in a principal amount sufficient, together with other moneys avaUable therefor, to accomplish such refunding and to make the deposits in tiie fimds and accounts under this Indenmre required by the provisions of the Supplemental Indenmre authorizing such Refunding Bonds.

(b) Refunding Bonds may be issued ordy if, as of the time immediately following the issuance of such Series, the Debt Service for each Bond Year on all Bonds outstanding shall not be greater than the Debt Service for each such Bond Year as of the time immediately prior to the issuance of such Series. 10/2/2002 REPORTS OF COMMITTEES 93803

(c) Refunding Bonds of each Series shall be authenticated and delivered by the Trastee only upon receipt by the Trastee (in addition to the documents required by Section 202 hereof) of:

(1) Irrevocable instractions to the Trastee, satisfactory to it, to give due notice of redemption, if applicable, of all the Bonds to be refunded on a redemption date or dates specified in such instractions;

(2) If the Bonds to be refunded do not mamre, are not by their terms subject to redemption or, under the plan of refimding applicable thereto, are not to be redeemed, in each case, within the next succeeding 90 days, instractions to the Trastee, satisfactory to it, to mail the notice provided for in Section 1201(c) hereof to the Owners of the Bonds being refunded; and

(3) Either (i) moneys in an amount sufficient to effect payment at the applicable Redemption Price of the Bonds to be redeemed and at the principal amount of the Bonds payable at mamrity which are to be refunded, together with accraed interest on such Bonds to the redemption date or mamrity date, as applicable, which moneys shall be held by the Trastee in a separate account irrevocably in trast for and assigned to the respective Owners of the Bonds to be refimded, or (ii) Defeasance Securities in such principal amounts, of such mamrities, bearing such interest, and otherwise having such terms and qualifications and any moneys, as sh

(d) The proceeds, including accraed interest, of the Refimding Bonds of each Series shall be applied simultaneously with the delivery of such Bonds for the purposes of making deposits in such fiinds and accounts under this Indenmre as shall be provided by the Supplemental Indenmre authorizing such Series of Refunding Bonds and shall be applied to the refunding in the maimer provided in said Supplemental Indenmre.

Section 204. Book-Entry System.

(a) The Bonds shall be issued pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution of Bond certificates to be made except as provided in this Section 204. Any provision of this Indenmre or the Bonds requiring physical delivery of the Bonds shall, with respect to any Bonds held under the Book-Entry System, be deemed to be satisfied by a notation on the registration books maintained by the Trastee that such Bonds are subject to the Book-Entry System.

(b) So long as a Book-Entry System is being used, one Bond in the aggregate principal amount of the Bonds and registered in the name of the Securities Depository Nominee wUl be issued and deposited with the Securities Depository to be held in its custody. The Book-Entry System will be maintained by the Securities Depository and the Participants and Indirect Participants and will evidence beneficial ownership of the Bonds in Authorized Denominations, with transfers of ownership effected on the records of the 93804 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Securities Depository, the Participants and the Indirect Participants pursuant to rales and procedures established by the Securities Depository, the Participants and the Indirect Participants. The principal or purchase price of and any premium on each Bond shall be payable to the Securities Depository Nominee or any other person appearing on the registration books maintained by the Trastee as the registered Bondowner of such Bond or his registered assigns or legal representative at the principal office of the Trastee. So long as the Book-Entry System is in effect, the Securities Depository wfll be recognized as the Bondowner of the Bonds for aU purposes. Transfers of prmcipal, purchase price, interest and any premium payments or notices to Participants and Indirect Participants will be the responsibility of the Securities Depository, and transfers of principal, purchase price, interest and any premium payments or notices to Beneficial Owners wiU be the responsibility of flie Participants and the Indirect Participants. No other party wiU be responsible or liable for such transfers of payments or notices or for maintaining, supervising or reviewing such records maintained by the Securities Depository, the Participants or the Indirect Participants. While the Securities Depository Nominee or the Securities Depository, as the case may be, is the Owner of the Bonds, notwithstanding any other provisions set forth herein, payments of principal or purchase price of, redemption premium, if any, and interest on the Bonds shall be made to the Securities Depository Nominee or the Securities Depository, as the case may be, by wire transfer in immediately avaUable funds to the account of such Bondowner. Without notice to or the consent of the Beneficial Owners, the Trastee, with the consent of the City, and the Securities Depository may agree in writing to make payments of principal, redemption price or purchase price and interest in a marmer different from that set out herein. In such event, the Trastee shaU make pajonents with respect to the Bonds in such maimer as if set forth herein.

(c) Upon the discontinuance of the maintenance of the Bonds under a Book- Entry System, the City wUl cause Bonds to be issued directly to the Beneficial Owners of Bonds, or their designees. In such event, the Trastee shall make provisions to notify Participants and the Beneficial Owners of the Bonds, by maUing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trastee in its discretion, that Bonds wUl be directiy issued to the Beneficial Owners of Bonds as of a date set forth in such notice, which shall be a date at least 10 days after the date of maUing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository).

(d) In the event that Bonds are to be issued to the Beneficial Owners of the Bonds, or their designees, the City shall promptiy have prepared Bonds in certificated form registered in the names of the Beneficial Owners of Bonds shown on the records of the Participants provided to the Trastee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the form set forth in Section 1207.

(e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the City will issue to the replacement Securities Depository Bonds substantially in the form set forth in Section 1207 registered in the name of. such replacement Securities Depository. 10/2/2002 REPORTS OF COMMITTEES 93805

(f) The City and flie Trastee shall have no liabUity for the faUure of any Securities Depository to perform its obligation to any Participant, any Indirect Participant or any Beneficial Owner of any Bonds, and flie City and flie Trastee shall not be liable for flie failure of any Participant, Indirect Participant or oflier nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner of the Bonds.

ARTICLE m

GENERAL TERMS AND PROVISIONS OF BONDS; SPECIFIC PROVISIONS OF THE SERIES 2002 BONDS

S(Ction301. Medium of Payment; Form and Date; Letters and Numbers; Maturity and Interest.

(a) The Bonds shall be payable, with respect to interest, principal and Redemption Price, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, at the principal corporate trust office of the Trastee. AU Principal Installments shall be due on a December 1 and all regular interest payments shall be due on an Interest Payment Date.

(b) The Series 2002 Bonds shall be issued in the form of fiilly registered Bonds without coupons in Authorized Denominations. The Series 2002 Bonds shall be in substantially the form set forth in Section 1207 hereto, with such appropriate variations, omissions, substimtions, insertions, notations, legends and endorsements as may be deemed necessary or appropriate by the officers of the City executing the same and as shall be permitted or required by the Indenmre.

(c) The Series 2002 Bonds shall be numbered in any reasonable and consecutive numbering as may be determined by the Trastee.

(d) The Series 2002 Bonds shall mamre and become payable on December I on the dates (subject to mandatory and optional redemption as hereinafter provided) and in the amounts and shall bear interest at the rates set forth below:

(December 1) Interest Year Amount Rate

Interest on the Series 2002 Bonds shall be payable on December 1, 2002 and thereafter on each Interest Payment Date. 93806 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

(e) The Series 2002 Bonds shall be dated as of the Issue Date and shall bear interest from tiie Interest Payment Date next preceding the date of registration and authentication thereof unless any of such Bonds is registered as of an Interest Payment Date, in which event it shall bear interest from the date thereof, or unless such Bonds are registered prior to the first Interest Payment Date, in which event they shall bear interest from flie Issue Date, or unless, as shown by the records of the Trastee, interest on such Bonds shall be in default, in which event they shall bear interest from the date to which interest has been paid in ftfll.

(f) From and after the issuance of the Series 2002 Bonds, the fmdings and determinations of the City respecting such Bonds shall be conclusive evidence of the existence of the facts so found and determined in any action or proceeding in any court in which the validity of such Bonds is at issue, and no bona fide purchaser of any such Bonds shall be required to see to the existence of any fact or to the performance of any condition or to the taking of any proceeding required prior to such issuance, or to the application of the purchase price paid for such Bonds. The recital contained in the Bonds that the same are issued pursuant to the Act and the Local Government Debt Reform Act shall be conclusive evidence of their validity and of the regularity of their issuance, and all the Bonds shall be incontestable from and after their issuance. The Series 2002 Bonds shall be deemed to be issued, within the meaning of this Indenmre, upon delivery to the purchasers thereof and the purchase price thereof received.

Section 302. Legends. The Bonds may contain or have endorsed thereon such provisions, specifications and descriptive words not inconsistent with the provisions of this Indenmre as may be necessary or desirable to comply with custom, the rules of any securities exchange or commission or brokerage board, or otherwise, as may be determined by the City prior to the authentication and delivery thereof.

Section 303. Execution and Authentication.

(a) The Bonds shall be executed in the name of the City by the manual or facsimile signamre of its Mayor, and its corporate seal (or a facsimile thereof), if any, shall be impressed, imprinted, engraved or otherwise reproduced thereon and attested by the manual or facsimUe signamre of the City Clerk or other Authorized Officer, or in such other maimer as may be required or permitted by law; provided that for any Bond the attesting officer shall not be the same officer who shall have executed such Bond. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer before the Bonds so signed and sealed shall have been authenticated and delivered by the Trastee, such Bonds may, nevertheless, be authenticated and delivered as herein provided, and may be issued as if the persons who signed or sealed such Bonds had not ceased to hold such offices. Any Bond of a Series may be signed and sealed on behalf of the City by such persons as at the time of flie execution of such Bonds shall be duly autiiorized or hold the proper office in the City, although at the date bome by the Bonds of such Series such persons may not have been so authorized or have held such office. 10/2/2002 REPORTS OF COMMITTEES 93807

(b) The Bonds shall bear thereon a certificate of authentication, in the form set forth in Section 1207, executed manually by the Trastee. Only such Bonds as shall bear thereon such certificate of authentication shall be entitied to any right or benefit under this Indenmre and no Bond shall be valid or obligatory for any purpose until such certificate of autiiientication shall have been duly executed by the Trustee. Such certificate of the Trastee upon any Bond executed on behalf of the City shall be conclusive evidence that the Bond so authenticated has been duly authenticated and delivered under this Indenmre and that the Owner thereof is entitled to the benefits of this Indenmre,

Section 304. Exchange of Bonds. The Bouds, upou surrender thereof at the principal corporate trast office of the Trastee with a written instrament of transfer satisfactory to the Trastee, duly executed by the registered Owner or its duly authorized attomey, may, at the option of the registered Owner thereof, and upon payment by such registered Owner of any charges which the Trastee may make as provided in Section 306, be exchanged for an equal aggregate principal amount of Bonds of the same Series, mamrity and interest rate of any other Authorized Denominations.

Section305. Negotiability, Transfer and Registry.

(a) The Bonds shall be transferable only upon the books of the City, which shall be maintained for such purposes at the corporate trast office of the Trastee, by the registered Owner thereof in person or by its attorney duly authorized in writing, upon surrender thereof at the principal corporate trast office of the Trastee, together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered Owner or its duly authorized attomey. Upon the transfer of any such Bond the City shall cause the Trastee to issue in the name of the transferee a new Bond or Bonds of the same aggregate principal amount and Series, mamrity and interest rate as the surrendered Bond, of Authorized Denominations.

(b) The City and the Trastee may deem and treat the person in whose name any Bond shall be registered upon the books of the City as the absolute Owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal and Redemption Price, if any, of and interest on such Bond and for all other purposes, and all such payments so made to any such registered Owner or upon its order shall be valid and effecmal to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the City nor the Trastee shall be affected by any notice to the contrary.

Section 306. Regulations with Respect to Exchanges and Transfers. In all CaSCS in which the privUege of exchanging or transferring Bonds is exercised, the City shall execute and the Trastee shall authenticate and deliver Bonds in accordance with the provisions of this Indenmre. AU Bonds sunendered in any such exchanges or transfers shall forthwith be delivered to the Trastee and cancelled or retained by the Trastee. For every such exchange or transfer of Bonds, the City or the Trastee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer. Unless otherwise provided in a Supplemental Indenmre, neither the City nor the 93808 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Trastee shall be required (a) to transfer or exchange Bonds of any Series for the period next preceding any interest payment date for such Bonds beginning with the Regular Record Date for such interest payment date and ending on such interest payment date, or for the period next preceding any date for the proposed payment of Defaulted Interest with respect to such Bonds beginning with the Special Record Date for the date of such proposed payment and ending, on the date of such proposed payment, (b) to transfer or exchange Bonds of any Series for a period begiiming 15 days before the mailing of any notice of redemption and ending on the day of such maUing, or (c) to transfer, exchange or register any Bonds called for redemption.

Section 307. Bonds Mutilated, Destroyed, Stolen or Lost. If any Bond bcCOmCS mutUated or is lost, stolen or destroyed, the City shall execute and the Trastee shall authenticate and deliver a new Bond of like date of issue, mamrity date, principal amount and interest rate per armum as the Bond so mutUated, lost, stolen or destroyed, provided that (i) in the case of such mutilated Bond, such Bond is fu^st surrendered to the City, (ii) in the case of any such lost, stolen or destroyed Bond, there is first fumished evidence of such loss, theft or destruction satisfactory to the Trastee and the City together with indemnity satisfactory to each, (ui) all other reasonable requirements of the Trastee and the City are complied with, and (iv) expenses in coimection with such transaction are paid by the Owner. Any mutUated Bond surrendered for exchange shall be cancelled. Any such new Bonds issued pursuant to this Section in substimtion for Bonds alleged to be destroyed, stolen or lost shall constimte original additional contractual obligations on the part of the City, whether or not the Bonds so alleged to be destroyed, stolen or lost be at any time enforceable by anyone, and shall be equally secured by and entitied to equal and proportionate benefits with all other Bonds issued under this Indenture in the Trust Estate. If any such Bond lost, stolen or destroyed shall have mamred or be about to mature, instead of issuing a new Bond pursuant to this Section, the City may cause the same to be paid, upon being indemnified as aforesaid, without surrender thereof. Neither the City nor the Trastee shall be required to treat both the original Bond and any duplicate Bond as being Outstanding for the purpose of determining the principal amount of Bonds which may be issued hereunder or for the purpose of determining, any percentage of Bonds Outstanding hereunder, but both the original and duplicate Bond shall be freated as one and the same.

Section 308. Payment of interest on Bonds; Interest Rights Preserved

(a) Interest on any Bond which is payable, and is puncmally paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Bond is registered at the close of business on the date (herein the "Regular Record Date") which is (i) the 15th day of the calendar month next preceding such interest payment date in the event the interest payment date is the first day of any month or (ii) 15 days preceding such interest payment date in the event the interest payment date is other than the furst day of any month, as may be occasioned by a redemption of Bonds (or in all events such other dates as may be provided in a Supplemental Indenmre authorizing such Bond) and shall be paid by check maUed to the registered Owner thereof at the address of such registered Owner as it appears on the registration books maintained by the Trastee; or by such other means, which 10/2/2002 REPORTS OF COMMITTEES 93809

may include electronic funds transfer, as may be agreed by and between the Issuer and the Securities Depository for Bonds held under a Book-Entry System as provided in Section 204.

(b) Any interest on any Bond which is payable, but is not punctually paid or duly provided for, on any interest payment date (herein "Defaulted Interest") shall forthwith cease to be payable to the registered Owner on the relevant Regular Record Date by virtue of having been such Owner; and such Defaulted Interest shall be paid by the City to the persons in whose names the Bonds are registered at the close of business on a date (herein the "Special Record Date") for the payment of such Defaulted Interest, which shall be fixed in the following manner. Based upon such moneys as may be or become avaUable, after consultation with the City, the Trastee shall establish the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed pajmient. Thereupon the Trastee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trastee of the notice of the proposed payment. The Trastee shall promptiy notify the City of such Special Record Date and, in the name and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Bondowner at its address as it appears upon the registry books, not less than 10 days prior to such Special Record Date. The Trastee may, in its discretion, in the name and at the expense of the City, cause a simUar notice to be published at least once in an Authorized Newspaper, but such publication shall not be a condition precedent to the establishment of such Special Record Date.

(c) Subject to the foregoing provisions of this Section, each Bond delivered under this Indenmre upon transfer of or in exchange for or in lieu of any other Bond shall • carry the rights to interest accraed and unpaid, and to accrae, which were carried by such other Bond.

ARTICLE IV

REDEMPTION OF BONDS

Section 401. Optional Redemption. The Scrics 2002 Bonds are subject to redemption prior to mamrity at the option of the City, in whole or in part, on any date on or after December 1, 2012, and if less than all of the Series 2002 Bonds are to be redeemed then by lot, at the Redemption Price equal to the principal amount thereof to be redeemed plus, if such Series 2002 Bonds are to be redeemed during any period shown in the foUowing table, a Bond Premium (expressed as a percentage of principal amount redeemed) as follows:

From To and Including Bond Premium December 1,2012 November 30, 2013 2% December 1, 2013 November 30, 2014 1 93810 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Section 402. Redemption at the Election or Direction of the City. In the Case of any redemption of Bonds at the election or direction of the City, the City shall give notice by Written Request of the City to the Trastee of its election or direction so to redeem, of the redemption date, of the Series, of the source of the funds to be used for the redemption, and of the principal amounts of the Bonds of each mamrity of such Series to be redeemed. Such notice shall be given at least 45 days prior to the redemption date or such shorter period as shall be acceptable to the Trastee.

Section403. Mandatory Redemption; Sinking Fund Redemptions.

(a) The Series 2002 Bonds mamring December 1, are subject to mandatory redemption by operation of the provisions of this Section 403(a) and Section 508 from amounts on deposit in the Debt Service Account of the Debt Service Fund, in part and by lot, at the Redemption Price equal to the principal amount thereof to be redeemed, without Bond Premium, on December 1 of the years and in the amounts as follows:

Year Amount Year Amount

A Sinking Fund Installment is hereby established for each year and in the amounts indicated therefor as set forth in the foregoing table.

The Series 2002 Bonds mamring December 1, are subject to mandatory redemption by operation of the provisions of this Section 403(a) and Section 508 from amounts on deposit in the Debt Service Account of the Debt Service Fund, in part and by lot, at the Redemption Price equal to the principal amount thereof to be redeemed, without Bond Premium, on December 1 of the years and in the amounts as follows:

Year Amount Year Amount

A Sinking Fund Installment is hereby established for each year and in the amounts indicated therefor as set forth in the foregoing table.

The Series 2002 Bonds mamring December 1, are subject to mandatory redemption by operation of the provisions of this Section 403(a) and Section 508 from amounts on deposit in the Debt Service Account of the Debt Service Fund, in part and by lot, at the Redemption Price equal to the principal amount fliereof to be redeemed, without Bond Premium, on December 1 of the years and in the amounts as follows:

Year Amount Year Amount

A Sinking Fund Installment is hereby established for each year and in the amounts indicated therefor as set forth ia the foregoing table. 10/2/2002 REPORTS OF COMMITTEES 93811

(b) The Series 2002 Bonds and any Refunding Bonds are further subject to mandatory redemption on any Interest Payment Date, by operation of the Prepayment Account of the Debt Service Fund, in part and by lot, at the Redemption Price equal to the principal amount thereof to be redeemed plus, if such Series 2002 Bonds or Refunding Bonds are to be redeemed during any period shown in the following table, a Bond Premium (expressed as a percentage of principal amount redeemed) as follows:

From To and Including Bond Premium Issue Date November 30, 2012 3% December 1,2012 November 30,2013 2 December 1, 2013 November 30,2014 1 December 1, 2014 0 and thereafter

Section 404. Notice of Redemption. When the Trastee shall receive notice from the City pursuant to Section 402 hereof of its election or direction to redeem Bonds, and when redemption of Bonds is authorized or required pursuant to Section 403 hereof, the Trastee shall give notice, in the name of the City, of the redemption of such Bonds, which notice shall specify the Bonds to be redeemed, whether the redemption is conditioned upon the deposit of fimds sufficient to effect the redemption, the redemption date, and the place where amounts due upon such redemption wUl be payable. Such notice shall fiirther state that on such date there shall become due and payable upon each Bond to be redeemed the Redemption Price thereof, or the Redemption Price of the specified portions of the principal thereof in the case of Bonds to be redeemed in part orfly, together with interest accraed to the redemption date, and that from and after such date interest thereon shall cease to accrae and be payable. Such notice shall be mailed by first class mail, postage prepaid, by the Trustee, not less than 30 days nor more than 60 days prior to the redemption date, to the Owners of any Bonds or portions of Bonds which are to be redeemed, at their last addresses, if any, appearing upon the registry books of the BOiid Registrar; provided that if all Bonds are held in book-entry form such notice may be given in accordance with the representation letter of the Securities Depository. Failure to give notice of redemption by mail, or any defect in such notice, to the Owner of any Bond of any Series shall not affect the validity of the proceedings for the redemption of any other Bonds. Reference is further expressly made to any means of giving notice of redemption as may be agreed upon between the Issuer and the Securities Depository, which notice may be given in lieu of the mailed notice hereinabove specified. Notwithstanding the foregoing, a Supplemental Indenmre authorizing a Series of Bonds may specify a different mefliod for the giving of a notice of redemption, or a different time by which such notice shall be given.

Section 405. Payment of Redeemed Bonds. Noticc having been givcu in the maimer provided in Section 404 hereof or in the marmer provided in the Supplemental Indenmre authorizing a Series of Bonds, the Bonds or portions thereof so caUed for redemption shall become due and payable on the redemption date so designated at the Redemption Price 93812 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

and, upon presentation and surrender fliereof at the office specified in such notice, such Bonds, or portions thereof, shall be paid at the Redemption Price. If there shall be drawn for redemption less than all of a Bond, the City shaU execute and the Trastee shaU authenticate and deliver, upon the surrender of such Bond, witiiout charge to the Owner thereof, for the umedeemed balance of the principal amount of the Bonds so surrendered. Bonds of like Series, mamrity and interest rate in any of the Authorized Denominations. If, on the redemption date, moneys for the redemption of all the Bonds or portions thereof of any like Series and mamrity, to be redeemed, together with interest to the redemption date, shall be held by the Trastee so as to be avaUable therefor on said date and if notice of redemption shall have been given as aforesaid, then, from and after the redemption date interest on the Bonds or portions thereof of such Series and mamrity so called for redemption shall cease to accrae and become payable. If said moneys shall not be so avaUable on the redemption date, such Bonds or portions thereof shall continue to bear interest until paid at the same rate as they would have bome had they not been called for redemption.

Section 406. Selection of Bonds to be Redeemed by Lot. In the event Of the redemption of less than all the Outstanding Bonds of like Series and mamrity, the Trustee shall assign to each such Outstanding Bond a distinctive number for each $1,000 of the principal amount of such Bond and shall select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers assigned to such Bonds as many numbers as, at $1,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected, but orfly so much of the principal amount of each such Bond of a denomination of more than $1,000 shaU be redeemed as shall equal $1,000 for each number assigned to it and so selected. For the purpose of this Section, Bonds which have heretofore been selected by lot for redemption shafl not be deemed to be Outstanding Bonds.

Section 407. Redemption Other Than at City's Election. Whenever the TraStee is required to redeem Bonds otherwise than at the election or direction of the City, and subject to and in accordance with the terms of this Article, the Trastee shall select the redemption date of the Bonds to be redeemed, unless otherwise specified in the Indenmre, and give notice of redemption in the maimer prescribed in Section 404.

Section 408. Adjustment of Sinking Fund Installments. In the eVCUt of the mandatory redemption of Series 2002 Bonds or Refimding Bonds by operation of the Prepayment Account of the Debt Service Fund pursuant to Section 403(b), the principal amount so redeemed shall be credited pro-rata against the unsatisfied balance of fumre Sinking Fund Installments and final mamrity amounts of the Series 2002 Bonds or Refunding Bonds.

In the event of the optional redemption by the City of less than all the Bonds of like Series and mamrity with respect to which Sinking Fund Installments have been established, the principal amount so redeemed shall be credited against die unsatisfied balance of fumre Sinking Fund Installments or the fmal mamrity amounts established wifli respect to such Bonds, in such amount and against such Sinking Fund Installments or final mamrity amount as shall be determined by the City in a Written Certificate of the City filed with the 10/2/2002 REPORTS OF COMMITTEES 93813

Trastee prior to the mailing of the notice of redemption of such Bonds or, in the absence of such determination, shall be credited pro-rata against the applicable Sinking Fund Installments and fmal mamrity amounts.

ARTICLE V

ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF

Section 501. The Pledge Effected by This Indenture.

(a) The Bonds shall be limited obligations of the City payable solely from and secured as to the payment of the principal or Redemption Price thereof, and interest thereon, in accordance with their terms and the provisions of this Indenmre solely by the Trast Estate; and, pursuant to Section 13 of the Local Government Debt Reform Act, the Trast Estate hereby is pledged to, and a security interest in the Trast Estate is hereby granted to, the Trastee for the benefit of the Owners of the Bonds, subject only to the provisions of this Indenmre permitting the application thereof for the purposes and on the terms and conditions set forth in this Indenmre.

(b) The Bonds shall be payable, as to principal or Redemption Price thereof, and interest thereon, solely from the Assessment and other ftinds of the City held under the Indenmre as provided in this Indenmre; and neither the State nor any political subdivision thereof (other than the City) shall be obligated to pay the principal or Redemption Price thereof or interest thereon, and neither the faith and credit nor the taxing power of the State or any political subdivision thereof (including the City) is pledged to the payment of the principal or Redemption Price of, or interest on, the Bonds. The Bonds do not constimte a debt of the City within any constimtional or stamtory limit. No Bondowner or receiver or trastee in coimection with the payment of the Bonds shall have any right to compel the State or any political subdivision thereof (including the City) to exercise its appropriation or taxing powers.

SectionSOZ. Establishment of Funds.

(a) The following Funds and Accounts are hereby established by the City with the Trustee to be held in trast pursuant to the Indenmre:

(1) Improvement Fund including a Costs of Issuance Account;

(2) Assessment Fund;

(3) Making and Levying Fund;

(4) Debt Service Fund, consisting of a Debt Service Account, a Debt Service Reserve Account, and a Prepayment Account;

(5) Assessees' Credit Fund, consisting of the Annual Interest Credit Account, and the Final Cost Credit Account;

(6) General Reserve Fund; 93814 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

(7) Series 2002 Capitalized Interest Fund; and

(8) Series 2002 Rebate Fund. and, fiirther, when as and if needed, a Rebate Fund for each Series of Refunding Bonds.

(b) Any Fund or Account established pursuant to this Section 502 shall be maintained in an accoimt at the Trastee or, with respect to the Making and Levying Fund and Series 2002 Rebate Fund and at the option of the City, at one or more Depositaries in the marmer contemplated by Section 601 hereof. The City may, by Supplemental Indenmre, establish one or more additional funds, accounts or subaccounts.

(c) There shall be deposited from the net proceeds of the Series 2002 Bonds the following amounts in the following Funds and Accounts:

Improvement Fund $ Costs of Issuance Account Making and Levying Fund Debt Service Reserve Account Series 2002 Capitalized Interest Fund

SectionS03. Improvement Fund.

(a) Amounts in the Improvement Fund shall be applied to pay the Costs of the Improvement in the maimer provided in this Section.

(b) The Trastee shaU make payments from the Improvement Fund, except payments and withdrawals pursuant to subsection (d) of this Section 503, in the amounts, at the times, in the manner, and on the other terms and conditions set forth in this subsection (b) and in subsection (c). (c) Before any payment is made from the Improvement Fund by the Trastee (except as otherwise provided in subsection (d) hereof), the City shall ffle with the Trastee a Written Request of the City substantially in the form of Exhibit A-l hereto, stating in respect of each payment to be made (i) the name and address of the person, firm or corporation to whom payment is due (which may be the City if the City provided the Costs of the Improvement which is the basis of such payment), (ii) the amount to be paid, and (Ui) the particular item or items of the Costs of the Improvement to be paid and that the cost or the obligation in the stated amount is a proper charge against the Improvement Fund which has not been previously paid. Each Written Request shall be in an amount equal to the portion of the Costs of the Improvement then incurred. If such request for payment relates to costs of acquisition, installation or constraction of the Improvement then such Written Request shall be submitted with the signed certificate of the City Engineer approving such payment. Each such Written Request (together with the certificate of the City Engineer, if required) shall be sufficient evidence to the Trastee: (1) that obligations in the stated amounts have been incurred by the City and that each item thereof is a proper charge against the Improvement Fund; and 10/2/2002 REPORTS OF COMMITTEES 93815

(2) that fliere has not been filed with or served upon the City notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named in such Written Request which has not been released or wiU not be released simultaneously with the payment of such obligation other than materialmen's or mechanics' liens accraing by mere operation of law. The Trastee shall issue its check for each payment required by such requisition or shall by interbank transfer or other method anange to make the payment required by such requisition and promptiy provide the City with written evidence thereof.

(d) Amounts credited to the Improvement Fund which the City, after approval of the Court, determines to be in excess of flie Final Cost shaU be fransferred to the Final Cost Credit Account of the Assessees' Credit Fund.

(e) The City shall maintain on file with the Trastee a schedule of dates on which the City estimates that money in the Improvement Fund wUl be expended and the amounts estimated to be required on those dates. The City may revise such schedule at any time to reflect changes in the estimated dates and amoimts. Amounts in the Improvement Fund shall be invested and reinvested by the Trastee, in accordance with written instractions received from an Authorized Officer of the City, to the fullest extent practicable, in Investment Securities mamring in such amounts and at such times as may be necessary to make funds avaUable when needed. The Trastee may, and to the extent required for pajonents from the Improvement Fund shall, sell any such Investment Securities at any time, and the proceeds of such sale, and of all payments at maturity and upon redemption of such investments, shall be held in the Improvement Fund.

(f) All net income earned on any moneys or investments in the Improvement Fund shall be held in the Improvement Fund and aptplied first, at the written direction of the City, to pay amounts of arbitrage rebate, and, if so required, be fransferred to the Series 2002 Rebate Fund, and otherwise to pay Costs of the Improvement.

(g) The completion of the Improvement shall be evidenced by the Final Cost Certificate as approved by order of the Court, which shall be filed with the Trastee.

(h) There is hereby created within the Improvement Fund established with the Trastee a separate account designated the "Costs of Issuance Account." Amounts deposited in the Costs of Issuance Account shall be used solely for the purpose of paying costs incurred in connection with the issuance of the Series 2002 Bonds. Disbursements from the Costs of Issuance Account shall be made by the Trastee upon receipt of a Written Request of the City substantially in the form of Exhibit A-2 which shall (i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made, that the disbursement is a proper expendimre from the Costs of Issuance Account, and payment instractions to the Trastee for the amount to be reimbursed; and (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any previous request for disbursement. On the date which is six (6) months after the date of issuance of the Series 2002 Bonds, the Trastee 93816 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

shall transfer all amounts remaining in the Costs of Issuance Account to the Improvement Fund.

Section 504. series 2002 Capitalized Interest Fund. The Series 2002 Capitalized Interest Fund is established to provide for the payment of the interest on the Series 2002 Bonds due on flie following dates in the following amounts:

Interest Payment Date Amount

December 1, 2002 June 1, 2003 December 1, 2003 June 1, 2004 December 1, 2004

Amounts held in the Series 2002 Capitalized Interest Fund shall be withdrawn from said Fund prior to each applicable Interest Payment Date and applied on such Interest Payment Date to pay the required amount of interest specified in this Section. Any moneys remaining in the Series 2002 Capitalized Interest Fund on December 1, 2004, shall be transferred to the Debt Service Account.

Section 505. Assessment Receipts. Commencing with the Issue Date, as soon as practicable after the receipt by it or the Lockbox Bank of any Assessment Receipts, whether an Installment or a Prepayment with respect to a Lot or any other payment on account of the Assessment, the City shall transmit or cause to be transmitted the Assessment Receipts to the Trastee for deposit into the Assessment Fund with respect to an Installment and for deposit to the Prepayment Account with respect to a Prepayment as provided in Section 513(c) hereof. Pursuant to the Servicing Agreement, the Servicing Agent wUl dfrect all Assessees to pay any Instalhnents or Prepayments directiy to the Lockbox Bank. Any proceeds received by the City or the Trastee from any tax sale or foreclosure of a Lot shall be deposited by the Trastee in the Assessment Fund [or upon receipt of a written Certificate of the City to the Debt Service Fund to be used to redeem Series 2002 Bonds on the next succeeding date on which Series 2002 Bonds may be called for redemption].

Section506. Disposition of Moneys in the Assessment Fund.

(a) On May 15 of each year, the Trastee shall transfer all amounts on deposit in the Assessment Fund to the Funds and Accounts as follows:

(1) To the Making and Levying Fund 5.0% of the amount of each Installment so coUected since the immediately preceding November 15 and then on deposit in the Assessment Fund inclusive of the amount of interest coUected on the costs of making and levying portion of the Installment then remaining within flie Assessment Fund. 10/2/2002 REPORTS OF COMMITTEES 93817

(2) To the Debt Service Account of the Debt Service Fund, the amount required to be deposited therein so that the aggregate amount held in the Debt Service Account wUl be equal to the interest (exclusive of Capitalized Interest) due on all Bonds \ Outstanding on the June 1 Interest Payment Date.

(b) On November 15 of each year, the Trastee shall transfer all amounts on deposit in the Assessment Fund to the Funds and Accounts as foUows:

(1) To the Making and Levying Fund, 5.0% of the amount of each Installment so collected since May 15 and then on deposit in the Assessment Fund inclusive of the amount of interest collected on the costs of making and levying portion of the Installment then remaining within the Assessment Fund.

(2) To the Debt Service Account of the Debt Service Fund, the amount required to be deposited therein so that the aggregate amount held in the Debt Service Accoimt wUl equal the interest and Principal Installment (exclusive of Capitalized Interest) due on all Outstanding Bonds on the December 1 Interest Payment Date.

(3) To the Debt Service Reserve Account of the Debt Service Fund, a sum sufficient such that the amount to the credit of such account wUl be equal to the Debt Service Reserve Requirement.

(4) To the General Reserve Fund, all amounts remaining.

Section507. Making and Levying Fund; Deposits; Payment of Costs of Making and Levying.

(a) The Costs of Making and Levying shall be paid by the Trastee from time to time as they become due and payable from moneys in the Making and Levying Fund.

(b) The Trastee shall disburse moneys for Costs of Making and Levying upon a Written Certificate of the City stating (i) the name and address of the person, firm or corporation to whom payment is due (which may be the City for costs advanced), (u) the amount to be paid, and (iii) the namre of the payment and that the cost is a proper Cost of Making and Levying.

[(c) In the event that on any January 2 of any year amounts on deposit in the Making and Levying Fund exceed $300,000, after satisfying any rebate obligations, the Trastee shall, after giving the City 15 days' advance written notice, fransfer amounts in excess of $300,0(X) to the Annual Interest Credit Account of the Assessees' Credit Fund urfless otherwise directed by the City pursuant to a Written Request of the City.]

Section 508. Debt Service Fund ~ Debt Service Account.

(a) The Trastee shall pay out of the Debt Service Account (1) on or before each Interest Payment Date, the amount required for the interest payable on such date exclusive of Capitalized Interest paid from the Series 2002 Capitalized Interest Fund; (2) on or 93818 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

before each Principal Installment due date, the amount required for the Principal Installment payable on such due date; and (3) on or before any redemption date for the Bonds, the amount required for the payment of interest on the Bonds then to be redeemed.

(b) Amounts accumulated in the Debt Service Account with respect to any Sinking Fund Installment (together with amounts accumulated therein with respect to interest on the Bonds for which such Sinking Fund Installment was established) may and, if so directed by the City, shall be applied by the Trastee, on or prior to the 60th day preceding the due date of such Sinking Fund Installment, to (1) the purchase of Bonds for which such Sinking Fund Installment was established, or (2) the redemption at the applicable sinking fund Redemption Price of such Bonds, if then redeemable by thefr terms. AU purchases of any Bonds pursuant to this subsection (b) shall be made at prices not exceeding the applicable sinking fund Redemption Price of such Bonds, and such purchases shall be made by the Trastee as dfrected by the City. The applicable sinking fimd Redemption Price of any Bonds so purchased or redeemed shall be deemed to constimte part of the Debt Service Account until such Sinking Fund Installment date, for the purpose of calculating, the amount on deposit in such account. As soon as practicable after the 45th day preceding the due date of any such Sinking Fund Installment, the Trastee shall proceed to call for redemption, on such due date Bonds for which such Sinking Fund Installment was established in such amount as shall be necessary to complete the retirement of the unsatisfied balance of such Sinking Fund Installment after making allowance for any Bonds purchased or redeemed which the City has dfrected the Trastee to apply as a credit against such Sinking Fund Installment. Such notice of redemption shall be given as provided in Section 404 hereof. The Trastee shall pay out of the Debt Service Account on or before such redemption date or mamrity date, the amount required for the redemption of the Bonds so called for redemption or the payment of Bonds at their mamrity. AU expenses in connection with the purchase or redemption of Bonds shall be paid from the Making and Levying Fund. Any purchase of Bonds pursuant to this subsection (b) may be made with or without tenders of Bonds and at either public or private sale, in such maimer as the City may determine.

(c) In the event of the refunding or defeasance of any Bonds, the Trastee shall, upon the direction of the City, withdraw from the Debt Service Account in the Debt Service Fund all or any portion of the amounts accumulated therein and deposit such amounts with itself as Trastee to be held for the payment of the principal or Redemption Price, if applicable, and interest on the Bonds being refunded; provided that such withdrawal shall not be made urdess (i) immediately thereafter the Bonds being refimded shall be deemed to have been paid pursuant to Section 1201(b) hereof, and (ii) flie amount remaining in the Debt Service Account in the Debt Service Fund, after giving effect to the issuance of any obligations being issued to refimd such Bonds and the disposition of the proceeds thereof, shall not be less than the Debt Service Reserve Requirement. In the event of such refiinding or defeasance, the City may also direct the Trastee to withdraw from the Debt Service Account in the Debt Service Fund all or any portion of the amounts accumulated therein and deposit such amounts in any fund or account under this Indenmre; provided that such withdrawal shall not be made unless items (i) and (ii) referred to hereinabove have been satisfied; and provided further, that. 10/2/2002 REPORTS OF COMMITTEES 93819

at the time of such withdrawal, there shall exist no deficiency in any Fund or account held under this Indenture.

Section 509. Debt Service Fund — Debt Service Reserve Account.

(a) If on any date on which the principal or sirddng fund Redemption Price of or interest on the Bonds shall be due, the amount on deposit in the Debt Service Account m flie Debt Service Fund shall be less than the amount required to pay such principal. Redemption Price or interest, then the Trastee, after first applying amounts from the General Reserve Fund pursuant to Section 511(a) of this Indenmre, shall apply amounts from the Debt Service Reserve Account to the extent necessary to cure the deficiency.

(b) Whenever Bonds are to be redeemed from Prepayments pursuant to operation of the Prepayment Account of the Debt Service Fund, the Trustee shall calculate the maximum principal amount of Bonds that can be redeemed taking into account (i) the reduction in the Debt Service Reserve Requfrement that wUl result upon such redemption and (u) assuming that any moneys in the Debt Service Reserve Accoimt, exclusive of interest earnings, in excess of the Debt Service Reserve Requirement wiU be available, as of the redemption date, for the payment of the Redemption Price of the Bonds to be redeemed. In the event such calculation indicates that there wUl be an excess atfributable solely to the Prepayment, such excess shall be transferred to the Prepayment Account in anticipation of the mandatory redemption of Bonds and applied to the redemption of Bonds in the same manner as the Prepayment.

(c) Except as provided in subsection (b) above and Section 514(a), if the amount on deposit in the Debt Service Reserve Account shall exceed the Debt Service Reserve Requfrement, such excess shall be transferred to the General Reserve Fund.

(d) Whenever the amount in a Debt Service Reserve Account, together with the amount in the Debt Service Account and the General Reserve Fund (less any amount required to be paid to a Rebate Fund), is sufficient to pay in full all Outstanding Bonds in accordance with their terms (including the maximum amount of principal or applicable sinking ftind Redemption Price and interest which could become payable thereon), the fiinds on deposit in tiie Debt Service Reserve Account and the General Reserve Fund shall be fransferred to the Debt Service Account. Prior to said transfer, all investments held in the Debt Service Reserve Account and the General Reserve Fund shaU be liquidated to the extent necessary in order to provide for the timely payment of principal and interest (or Redemption Price) on Bonds. Any provision of tiiis Indenmre to the contrary notwithstanding, so long as there shall be held in the Debt Service Fund an amount sufficient to pay in full all Outstanding Bonds in accordance with thefr terms (including the maximum amount of principal or applicable sinking fund Redemption Price and interest which could become payable thereon), no deposits shall be required to be made into the Debt Service Reserve Account.

(e) Notwithstanding any other provision of this Indenmre, any income eamed or moneys or investments in the Debt Service Reserve Account may be applied at flie written directions of the City, to pay amounts of arbitrage rebate, and if so required, be 93820 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

transferred to the Series 2(K)2 Rebate Fund or other rebate fund established pursuant to a Supplemental Indenmre with respect to a Series of Refunding Bonds.

Section 510. Debt Service Fund-Prepayment Account. AmoUUtS tO the credit of the Prepayment Account shall be applied by tiie Trastee to the redemption of Bonds on the next available Interest Payment Date. To the fullest extent possible, all of the amounts in titie Prepayment Account shall be applied to the payment of the Redemption Price of Bonds on each such Interest Payment Date, taking into account amounts available from the Debt Service Account to pay interest and amounts transferable from the Debt Service Reserve Account. The amount necessary from the Prepayment Account shall be fransferred to the Debt Service Account on the applicable date of redemption and applied to pay the Redemption Price.

Section 511. General Reserve Fund.

(a) If five days prior to any Interest Payment Date, the sum of the amount held in the Debt Service Account and the amount held in the Series 2002 Capitalized Interest Fund and available for disbursement on such Interest Payment Date, shall be less than the amount required to pay the interest and Principal Installments on Bonds to become due on such Interest Payment Date, then the Trustee shall withdraw from the General Reserve Fund and deposit into the Debt Service Account the amount necessary to cure such deficiency.

(b) If at any time the amount held in the Debt Service Reserve Account shall be less than the Debt Service Reserve Requirement, then the Trastee shall withdraw from the General Reserve Fund and deposit into the Debt Service Reserve Account, the amount necessary to cure such deficiency.

(c) At the dfrection of the City expressed in a Written Certificate of the City, the Trastee shall wiflidraw from the General Reserve Fund and pay to the 2002 Rebate Fund (and any other Rebate Fund established with respect to a Series of Refimding Bonds) the estimated amount needed to provide for the payment of any amounts to become due to the United States of America pursuant to Section 148(f) of the Intemal Revenue Code of 1986 wifli respect to the Bonds in the current or the next ensuing Bond Year; and

[(d) After provision has been made for any payments or transfers then required by subsections (a), (b) and (c) of this Section and, provided, amounts on deposit in the General Reserve Fund exceed the General Reserve Fund Requirement, then the amount in excess of tiie General Reserve Fund Requirement shall be transferred at the option and direction of the City eiflier to (i) the Assessees' Credit Fund or (ii) the Prepayment Account if the Bonds may be called for optional redemption pursuant to Section 401 of this Indenmre. Altematively, the City may use such excess amounts to purchase Bonds pursuant to Section 512 of tills Indenmre.]

Section 512. Purchase of Bonds. The City may purchase Bonds from any avaUable fimds at public or private sale, as and when and at such prices as the City may in its discretion determine, but at a price not exceeding the principal amount thereof plus accraed interest thereon, or in the case of Bonds which by their terms are subject to redemption prior to 10/2/2002 REPORTS OF COMMITTEES 93821

mamrity, at the then current or first applicable Redemption Price, as the case may be. All Bonds so purchased shall at such times as shall be selected by the City be delivered to and canceUed by the Trastee and shall thereafter be delivered to, or upon the order of, the City, and no Bonds shall be issued in place thereof.

Section 513. Prepayments.

(a) Under the Special Assessment Law, the Assessments are subject to Prepayment at any time. The Servicing Agent shall calculate the proper amount of Prepayment for any Lot, and the Trastee shall deposit such Prepayment amount in accordance with this Indenmre, and give receipt for same. The Prepayment calculation shall be as set forth in clause (b) of this Section.

(b) The amount of the then current unpaid Assessment (or portion thereof) with respect to such Lot shall be determined (being the sum of the unpaid amounts in the Roll Component "Total Assessment" for such Lot as shown on the Roll taking into account any interest and charges related to delinquencies in payment and also such interest, accraing at the rate of % per annum, as may be payable since the last pajonent made with resjiect to such Lot's Assessment). This amount shall be reduced by an amount calculated as foUows: a ratio shall be determined which shall be the unpaid amounts in the Roll Component "Total Assessment" for such Lot divided by the total of all Assessments then remaining unpaid (including the amount represented by the Prepayment and delinquent Assessments, but only so much thereof as represents the delinquent amount from the Roll Component "Total Assessment"); such quotient shall be multiplied by the amount, to be provided by the Trastee, as the amount (net of any interest earnings accraed) on deposit to the credit of the Debt Service Reserve Account.

(c) After determination of the proper amount for Prepajmient, as specified above, the Servicing Agent shall provide such calculation and information to the Trastee, the Assessee and the City. There shall be a five business day interim after receipt of such information from the Servicing Agent for inquiry or correction by the City; and, thereupon, the Trastee shall be authorized to accept Prepayment with respect to such Lot and give receipt for same. The amount so received shall immediately be deposited by the Trastee in the Prepayment Account. At such time, the Servicer shall write the word "Paid" on the Roll opposite the Lot on which the Assessment (or portion thereof) is prepaid, togeflier with the name and post office address of the person making the Prepayment and the date of same, or otherwise note that the Assessment (or portion thereof) has been prepaid. In addition, pursuant to Section 9-2-65 of the Special Assessment Law, when the amoimt of any Prepayment has been made in fuU, the City, by its Authorized Officers, and with the cooperation of the Trastee, shall execute and record, in the Recorder's Office of Cook County, a release of the Special Assessment Lien substantiaUy in the form attached hereto as Exhibit B witii respect to such Lot for which such Prepayment has been made and shall deliver a copy of such release to the owner of such Lot.

(d) To the fuUest extent as by law permitted, this confractual provision relating to releases shall extend to the Assessees, as third-party beneficiaries, and shall survive 93822 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

defeasance of this Indenmre, with respect to such beneficiaries; the consideration for such releases having been bargained for in good faith negotiations between the then current Assessees, or flieir designees, and the City.

Section514. Assessees* Credit Fund.

(a) After satisfying any arbitrage rebate obligations owed or to be owed with respect to the Bonds, the Annual Interest Credit Account of the Assessees' Credit Fund shall receive aU interest income from the Debt Service Reserve Account at any time that the amount on deposit in the Debt Service Reserve Account is greater than the Debt Service Reserve Requfrement. The Annual Interest Credit Account shall also receive amounts transferred from the Making and Levying Fund pursuant to Section 507 hereof. Amounts on deposit in the Annual Interest Credit Account shall be applied as a pro rata credit against the next Installments for which Installment BiUs are to be sent by the Servicing Agent. The Trastee shall advise the City and the Servicing Agent of the credit by January 2^ of each year. No credit shall be given to any person who will make no payment as part of such InstaUment due to Prepayment.

(b) The Final Cost Credit Account of the Assessees' Credit Fund shall receive remaining amounts, if any, m the Improvement Fund available after determination of the Final Cost by the Court and be applied to the credit of each one of the Assessments pro rata according to the amounts originally assessed (not including the accraal of interest thereon). A credit shall be given to any person owing Assessments as of the next Installment, and as to any person who shall not receive full credit on the next Installment due to Prepayment, a cash payment of the amount of such credit shall be made on the due date of the next Installment.

(c) All pajmients from any account of the Assessees' Credit Fund shall be made by the Trastee upon the Written Certificate of the City or the Servicing Agent, upon which the Trastee may rely without ftirther investigation.

Section 515. Series 2002 Rebate Fund. In the event that the City shall invest moneys in any Fund or Account in any investments that generate income that must be rebated or paid to the United States of America pursuant to Section 148(f) of the Intemal Revenue Code of 1986, such income shall be deposited in the Series 2002 Rebate Fund. Moneys m the Series 2002 Rebate Fund, at the direction of the City expressed in a Written Certificate ffled with the Trastee, shall be applied to pay such sums as are required to be paid to the United States of America pursuant to Section 148(f) of the Intemal Revenue Code of 1986.

ARTICLE VI

DEPOSITARIES AND INVESTMENT OF FUNDS

Section 601. Depositaries.

(a) AU moneys held by the Trastee under the provisions of this Indenmre shaU constitute trast ftinds and the Trastee may deposit such moneys with one or more 10/2/2002 REPORTS OF COMMITTEES 93823

Depositaries in trast for the Trastee. All moneys deposited under the provisions of this Indenture shall be applied orfly in accordance with the provisions of fliis Indenmre.

(b) Each Depositary shall be a bank or trast company organized under the laws of any state of the United States or a national baiflcing association having capital stock, surplus and undivided eamings aggregating at least $20,000,000 and wUling and able to accept the office on reasonable and customary terms and authorized by law to act in accordance with the provisions of this Indenmre.

(c) There may be established within any fiind or account established hereunder such further accounts or subaccounts as an Authorized Officer of the City may determine.

(d) Moneys and securities credited to any fund or account held by the City may be commingled with moneys and securities credited to other ftmds or accounts held by the City for purposes of establishing checking or other bank accounts, for purposes of investing funds or otherwise; provided, however, the City shall at all times maintain or cause to be maintained accurate books and records reflecting the amounts credited to each fund and account held by the City. AU withdrawals from any commingled moneys shall be charged against the proper fund or account and no moneys shall be wiflidrawn from commingled moneys if there is not on credit to the fund or account to be charged sufficient fiinds to cover such withdrawal.

Section 602. Deposits.

(a) All moneys held by any Depositary under this Indenmre may be placed on demand, savings or time deposit, if and as directed by an Authorized Officer of the City, provided that such deposits shall pennit the moneys so held to be avaUable for use at the time when needed. All such moneys deposited with a Depositary may be made in the commercial banking department of such Depositary which may honor checks and drafts on such deposit.

(b) All moneys held under this Indenmre by the Trastee or any Depositary shall not at any time exceed 10% of the combined capital, surplus and undivided eamings of the Trastee or such Depositary, as the case may be, unless such moneys are either (1) fiilly insured by the Federal Deposit Insurance Corporation, or (2) secured, to the extent not insured by the Federal Deposit Insurance Corporation, by lodging wifli the Trastee, as custodian, as collateral security, such securities as are described in the defmition of "Investment Securities" in Section 101 hereof having a market value (exclusive of accraed interest) not less than the amount of such moneys (or portion thereof not insured by the Federal Deposit Insurance Corporation), and secured in such other marmer as may then be requfred by applicable Federal or State laws and regulations and applicable state laws and regulations of the state in which the Trastee or such Depositary (as the case may be) is located, regarding security for the deposit of trast ftinds.

(c) AU moneys deposited with the Trastee and each Depositary shall be credited to tiie particular fund or account to which such moneys belong; provided, however. 93824 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

nothing herein contained shall prohibit the City from directing the Trastee by a Written Request of the City to make inter-fund or account transfers of investments^ at the market value of the investments so transfened, as such market value shall be determined by the City at the time of fransfer and set forth in the Written Request. The Trastee shall be entitled to rely on the detennination set forth in the Written Request.

Section 603. investment of Certain Funds. Uiflcss further limited as to mamrity by the provisions of a Supplemental Indenmre, moneys held in the funds and accounts established under this Indenmre may be invested and reinvested in Investment Securities which mamre not later than such times as shall be necessary to provide moneys when needed for payments to be made from such ftmds and accounts. The Trastee shall make all such investments of moneys held by it in accordance with verbal instractions of the City to be confirmed by a Written Request from the City filed with the Trastee. In making any investment in any Investment Securities with moneys in any ftmd or account established under this Indenmre, the City may instract the Trastee to combine such moneys with moneys in any other fund or account, but solely for puiposes of making such investment in such Investment Securities.

Section 604. Valuation and Sale of Investments.

(a) Obligations purchased as an investment of moneys in any ftmd or account created under the provisions of fliis Indenmre shall be deemed at all times to be a part of such ftmd or account and any profit realized from the liquidation of such investment shall be initially credited to such fynd or account and any loss resulting from the liquidation of such investments shall be charged to such fund or account.

(b) In computing the amount in any ftmd or account created under the provisions of this Indenmre for any purpose provided in this Indenmre, obligations purchased as an investment of moneys tiierein shall be valued at the cost of such obligations or the market value thereof, whichever is lower, except that any obligation mamring in less than five years after the date of valuation shall be valued at the amortized cost thereof. The accraed interest paid in connection with the purchase of any obligation shall be included in the value thereof untU interest on such obligation is paid. Such computation shall be made as of November 1 of each year and at such oflier times as the City or the Trastee shall determine.

(c) Except as otherwise provided in this Indenmre, the Trastee shall seU at the best price obtainable, or present for redemption, any obligation so purchased as an investment only, in accordance with instractions received from an Authorized Officer of the City so to do. Whenever it shall be necessary in order to provide moneys to meet any payment or transfer from any fund or account held by the Trastee hereunder, the Trastee shall sell at the best price obtainable or present for redemption such obligation or obligations designated by an Authorized Officer necessary to provide sufficient moneys for such payment or fransfer; provided, however, that if the City faUs to provide such designation promptiy after request thereof by the Trastee, the Trastee may in its discretion select the obligation or obligations to be sold or presented for redemption. The Trastee shall not be liable or responsible for any loss 10/2/2002 REPORTS OF COMMITTEES 93825

resulting from the making of any such investment or the sale of any obligation in the manner provided above.

ARTICLE Vll

SPECIAL COVENANTS AND REPRESENTATIONS

Section 701. Payment of Bonds. The City shall duly and puncmally pay or cause to be paid, but solely from the Trast Estate, and not oflierwise, the principal or Redemption Price of every Bond and the interest thereon, at the date, and places and in the maimer mentioned in the Bonds, according to the trae intent and meaning thereof.

Section 702. Extension of Payment of Bonds. The City shall uot directly Or indfrectly extend or assent to the extension of the mandatory redemption or mamrity of any of the Bonds or interest and, in case the mamrity of any of the Bonds or the time for payment of any such claims for interest shall be extended, such Bonds or claims for interest shall not be entitied, in case of any default under this Indenmre, to the benefit of this Indenmre or to any payment out of the Assessment or funds established by this Indenmre, including the investments, if any, thereof, pledged under this Indenmre, except subject to the prior payment of the principal of all Bonds Outstanding the mamrity of which has not been extended and of such portion of the accraed interest on the Bonds as shall not be represented by such extended claims for interest. Notiiing herein shall be deemed to limit die right of the City to issue Refunding Bonds and such issuance shall not be deemed to constimte an extension of mamrity of Bonds.

Section 703. Offices for Servicing Bonds. The City hereby appoints the Trastee as the bond regisfrar to maintain an agency for the registration, transfer or exchange of Bonds, and for the service upon the City of such notices, demands and other documents, and the Trastee shall continuously mamtain or make arrangements to provide such services.

Section 704. Further Assurances. At any and all timcs the City shaU, as far as it may be authorized by law, comply with any reasonable request of the Trastee to pass, make, do, execute, acknowledge and deliver, aU and every such further Supplemental Indenmres, ordinances, resolutions, acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desfrable for the better assuring, conveying, granting, pledging, assigning and confirming all and singular the rights. Assessments and other moneys, securities and fimds hereby pledged or assigned, or intended so to be, or which the City may become bound to pledge or assign.

Section 705. Power to Issue Bonds and Pledge Assessment and Other Funds. The City is duly authorized under the Act and all applicable laws to create and issue the Bonds and to adopt this Indenmre and to pledge the Trast Estate in the maimer and to the extent provided in this Indenmre. Except to the extent otherwise provided in this Indenture, the Trast Estate is and wiU be free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto prior to, or of equal rank with, the respective pledges and assignments created by this Indenmre and all corporate or other action on the part of the City to fliat end has been and will 93826 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

be duly and validly taken. The City shall at all times, to the extent permitted by law, defend, preserve and protect die pledge of the Trast Estate and all the rights of the Bondowners under this Indenmre against all claims and demands of all persons whomsoever.

Section 706. Power to Make Improvement and Assessment. The City haS gOOd right and lawful power to constract or cause to be constracted the Improvement and to make the Assessment.

Section 707. creation of Liens. The City Shall not issue any bonds, notes, debentures, or other evidences of indebtedness of sunUar namre, other than the Bonds, payable out of or secured by a pledge or assignment of the Trast Estate, other moneys, securities or fimds held or set aside by the City or by the Trastee under this Indenture and shall not create or cause to be created any lien or charge on the Trast Estate, or such moneys, securities or ftinds; provided, however, that nothing contained in this Indenmre shall prevent the City from issuing, if and to the extent pennitted by law evidences of indebtedness (i) payable out of moneys in the Improvement Fund as part of the Costs of the Improvement, or (ii) payable out of, or secured by a pledge or assignment of, the Assessment to be received on and after such date as the pledge of the Assessment provided in this Indenmre shall be discharged and satisfied as provided in Section 1201 hereof.

Section 708. Pursue Final Cost Order; Division Petitions. The City shall cauSC the Board of Local Improvements to detennine the Final Cost, ffle the Final Cost Certificate with flie Clerk of Court, and diUgentiy pursue the order of the Court approving the Final Cost Certificate.

On or before the date of issuance of the Series 2002 Bonds, the City shall cause the Board of Local Improvements to execute and deliver to the Trastee a certificate to the effect that prior to approving any division petition relating to a Lot, the Board of Local Improvements shall make a fmding that the petition provides a rational and reasonable manner of reapportioning the amount assessed against such Lot among the various parcels into which such Lot is being divided.

Section 709. Special Assessment Liens. The City shall bill and collect or shall cause the Servicing Agent to bill and coUect the Assessments in accordance with law. The City shall diligently enforce the Special Assessment Liens, including without limitation, by providing to the County the information required by the County to commence and maintain a tax sale of the lot or parcel on which the delinquent Assessment lies. Subject to the limitations set forth ui Section 903(c) hereof, in the event the tax lien is forfeited at any such tax sale at the written request of the Trastee the City shall seek to enforce or cause to be enforced the delinquent Assessments by the commencement and maintenance of an action to foreclose the lien of such delinquent Assessments in the maimer provided by law. The costs of any such foreclosure action shall be paid from the Making and Levying Fund, or in the event there are insufficient amounts on deposit in the Making and Levying Fund, from proceeds realized upon the disposition of the property, if any. 10/2/2002 REPORTS OF COMMITTEES 93827

Section710. Accounts and Reports.

(a) The City shaU keep or cause to be kept proper books of record and account (separate from all other records and accounts) in which complete and correct enfries shall be made of its fransactions relating to the Assessment and each fiind and account established under this Indenmre, and which, shall, upon reasonable advance notice and during regular business hours, be subject to the inspection of the Trastee or the Owners of an aggregate of not less than 10% in principal amount of the Bonds then Outstanding or their representatives duly authorized in writmg.

(b) The City shall annually, within 210 days after the close of each Fiscal Year, file with the Trastee, a copy of the City annual report for such Fiscal Year.

(c) The City shall ffle with the Trastee (1) forthwith upon becoming aware of any Event of Default, a Written Certificate of the City specifying such Event of Default and (2) wifliin 210 days after the end of each Fiscal Year, a Written Certificate of the City which may be in the form of Exhibit C hereto stating that, to the best of knowledge and belief of the Authorized Officer executing such Written Certificate, the City has kept, observed, performed and fulfilled each and every one of its material covenants and obligations contained in this Indenmre and there does not exist at the date of such certificate any material default by the City under this Indenmre or, if any such material default or Event of Default shaU so exist, specifying the same and the namre and stams thereof.

(d) The City shall file with the Trastee any report, notice or communication given by the Developer pursuant to the Development Agreement.

(e) The Trastee shall provide to the City and the Underwriter monthly statements itemizing all moneys received by it and all payments made by it under this Indenmre during the preceding monthly period.

(f) On or before May 1 and December 1 of each year, the City shall cause the Servicing Agent to submit to the Trastee a list of all delinquent Special Assessments.

(g) On or before May 1 of each year, the City shall submit or cause to be submitted to the Trastee a repxart detaUing the status of the sale of the delinquent Special Assessments.

(h) On or before May 1 of each year, the City shall cause the Servicing Agent to submit to the Trastee a report setting forth the number of Assessees and the assessed value of all property subject to the Special Assessment.

(i) The reports, statements and otiier documents required to be fiimished to or by the Trastee pursuant to any provisions of this Indenmre or the Development Agreement shall be available to each Beneficial Owner who shall file a written request therefor with the Trastee. 93828 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Section 711. series 2002 Tax Covenants. The City wUl uot take any actiou or omit to take any action which is lawful and wifliin its power to take, and which, if taken or omitted, would cause interest on any Series 2002 Bond to become subject to federal income taxes in addition to federal income taxes to which interest on such Series 2002 Bond is subject on the date of original issuance thereof.

The City will not permit any of the proceeds of flie Series 2002 Bonds, or any facUities financed with such proceeds, to be used in any manner that would cause any Series 2002 Bond to constimte a "private activity bond" within the meaning of Section 141 of the Intemal Revenue Code of 1986.

The City wUl not permit any of the proceeds of the Series 2002 Bonds or other moneys to be invested in any manner that would cause any Series 2002 Bond to constimte an "arbitrage bond" within the meaning of Section 148 of the Intemal Revenue Code of 1986 or a "hedge bond" within the meaning of Section 149(g) of the Intemal Revenue Code of 1986.

The City wUl comply with the provisions of Section 148(f) of the Intemal Revenue Code of 1986 relating to the rebate of certain investment eamings at periodic intervals to the United States of America.

Section 712. General.

(a) The City shall do and perform or cause to be done and performed all acts and things required to be done or performed by or on behalf of the City under the provisions of title Act and tills Indenmre.

(b) Upon the date of authentication and delivery of any of the Bonds, all conditions, acts and things requfred by law and this Indenmre to exist, to have hapjiened and to have been performed precedent to and in the issuance of such Bonds shall exist, have happened and have been performed and the issue of such Bonds, together with all other indebtedness of the City, shall comply in all respects witii the applicable laws of the State.

ARTICLE vm

EVENTS OF DEFAULT AND REMEDIES

Section 801. Events of Default. The Evcuts of Default are as foUows:

(1) default shall be made ui the due and puncmal payment of the principal or Redemption Price of any Bond when and as the same shall become due and payable, whether at mamrity or by call or proceedings for redemption, or otherwise;

(2) default shall be made in the due and punctual payment of any installment of interest on any Bond or the unsatisfied balance of any Sinking Fund Installment with respect to a Bond, when and as such interest installment or Sinking Fund Installment shall become due and payable; 10/2/2002 REPORTS OF COMMITTEES 93829

(3) material default shall be made by the City in the performance or observance of any other of the material covenants, agreements or conditions on its part in this Indenmre or in the Bonds contained, and such material default shall have continued for a period of 30 days after written notice specifying such default and requfring that it shall have been remedied and statmg that such notice is a "Notice of Default" hereunder is given to the City by the Trastee or to the City and to the Trastee by the Owners ofnot less than 25% in principal amount ofthe Bonds Outstanding; or

(4) there shall be filed by flie City a petition seeking an adjustment of indebtedness under any applicable law or stamte of the United States of America or of tiie State.

Section 802. Accounting and Examination of Records after Default. The City covenants that if an Event of Default shaU have happened and shall not have been remedied, the books of records and accounts of the City and all other records relating to the Assessment shall at all reasonable times be subject to the inspection and use of the Trastee and of its agents and attomeys.

Section 803. Application of Revenues and Other Moneys after Default.

(a) The City covenants that if an Event of Default shall happen and shall not have been remedied, the City, upon the demand of the Trastee, shall (1) to the extent practicable, cause all Assessment Receipts to be paid directly to the Trastee and (2) pay over or cause to be paid over to the Trastee as promptiy as practicable after receipt thereof, all Assessment Receipts not paid directiy to the Trastee pursuant to (1) above.

(b) During the continuance of an Event of Default, the Trastee shaU apply avaUable moneys to the payment of the interest and principal or Redemption Price then due on the Bonds, as foUows:

FIRST: Interest - To the payment to the persons entitled thereto of all installments of interest then due on the Bonds, in the order of the mamrity of such installments, together with accraed and unpaid interest on the Bonds theretofore called for redemption, and, if the amount available shall not be sufficient to pay in full any installment or installments mamring on the same date, then to the payment thereof ratably, according to the amounts due thereon, to the persons entitied thereto, without any discrimination or preference.

SECOND: Principal or Redemption Price - To the payment to the persons entitied fliereto of the unpaid principal or Redemption Price of any Bonds which shall have become due, whether at mamrity or by call for redemption, in the order of their due dates, and, if the amount available shall not be sufficient to pay in fiiU all the Bonds, due on any date, then to the payment thereof, according to the amounts of principal or Redemption Price due on such date, to the jiersons entitied thereto, without any discrimination or preference. 93830 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Section 804. Proceedings Brought by Trustee.

(a) If an Event of Default shall happen and shall not have been remedied, then and in every such case, the Trastee, by its agents and attomeys, may proceed, and upon written request of the Owners of not less tiian 25% in principal amount of the Bonds Outstanding shall proceed, to protect and enforce its rights and the rights of the Owners of the Bonds under this Indenmre forthwith by a suit or suits in equity or at law, whether for the specific performance of any covenant herein contained, or in aid of the execution of any power herein granted or any remedy granted under the Act, or for an accoimting against the City as if the City were the trastee of an express trast, or in the enforcement of any other legal or equitable right as the Trastee, being advised by counsel, shall deem most effectual to enforce any of its rights or to perform any of its duties under this Indenmre.

(b) AU rights of action under this Indenmre may be enforced by the Trastee without the possession of any of the Bonds or the production thereof on the trial or other proceedings, and any such suit or proceedings instimted by the Trastee shall be brought in its name.

(c) The Owners of not less than a majority in aggregate principal amoimt of the Bonds at the time Outstanding, may direct the time, method and place of conducting any proceeding for any remedy available to the Trastee, or exercising any trust or power confened upon the Tnistee, provided that the Trastee shall have the right to decline to follow any such direction if (i) the Trustee shall be advised by counsel that the action or proceeding so directed may not lawfiiUy be taken, (ii) the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal liabUity, unless such Owners shall agree to indemnify the Trastee against such liabUity and shall post bond in respect of such •indenmity, or (ui) the Trastee in good faith shall detennine that the action or proceeding so directed would be unjustiy prejudicial to the Bondowners not parties to such dfrection.

(d) Upon commencing a suit in equity or upon other commencement of judicial proceedings by the Trastee to enforce any right under this Indenmre, the Trastee shall be entitied to exercise any and all rights and powers conferred in this Indenmre and provided to be exercised by the Trastee upon the occunence of any Event of Default.

(e) Regardless of the happening of an Event of Default, the Trastee shall have power to, but unless requested in writing by the Ovmers of a majority in principal amount of the Bonds then Outstanding, and fumished with reasonable security and indemnity, shall be under no obligation to, instimte and maintain such suits and proceedings as it may be advised shall be necessary or exjjedient to prevent any impairment of the security under this Indenmre by any acts which may be urflawfiil or in violation of this Indenmre, and such suits and proceedings as the Trastee may be advised shall be necessary or expedient to preserve or protect its interests and the interests of the Bondowners. 10/2/2002 REPORTS OF COMMITTEES 93831

Section 805. Restriction on Bondowners' Action.

(a) No Owner of any Bond shall have any right to instimte any suit, action or proceeding at law or in equity for the enforcement of any provision of this Indenture or the execution of any trast under this Indenmre or for any remedy under this Indenmre, unless such Owner shall have previously given to tiie Trastee written notice of flie happening of an Event of Default, as provided in this Article, and the Owners of at least 25% in principal amount of the Bonds then Outstanding, shall have filed a written request with the Trastee, and shall have offered it reasonable oppormnity either to exercise the powers granted in this Indenmre or by the Act or by the other laws of the State or to instimte such action, suit or proceeding in its own name, and urfless such Owners shall have offered to the Trastee adequate security and indemnity against the costs, expenses and liabUities to be incuned therein or thereby, and the Trastee shall have refused to comply with such request for a period of 60 days after receipt by it of such notice, request and offer of indemnity, it being understood and intended that no one or more Owners of Bonds shall have any right in any manner whatever by its or their action to affect, disturb or prejudice the pledge created by this Indenmre, or to enforce any right under this Indenmre, except in the manner therein provided; and that all proceedings at law or in equity to enforce any provision of this Indenmre shall be instimted, had and maintained in the manner provided in this Indenmre and for the equal benefit of all Owners of the Outstanding Bonds, subject only to the provisions of Section 702 hereof.

(b) Nothing in this Indenmre or in the Bonds contained shall affect or impair the obligation of the C%, to pay to the fullest extent possible, from the Trast Estate, at the respective dates of mamrity and places therein expressed the principal of and interest or Redemption Price on the Bonds to the respective Owners thereof, or affect or impair the right of action, which is absolute and unconditional, of any Owner to enforce such payment of its Bond.

Section 806. Remedies Not Exclusive. No remedy by the terms of this Indenmre confened upon or reserved to the Trastee or the Bondowners is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under tiiis Indenmre or existing at law, including under the Act, or in equity or by stamte on or after the date of adoption of this Indenmre.

Section 807. Effect of Waiver and Other Circumstances.

(a) No delay or omission of the Trastee or any Bondowner to exercise any right or power arising upon the happening of an Event of Default shall impair any right or power or shall be constraed to be a waiver of any such Event of Default or be an acquiescence therein; and every power and remedy given by this Article to the Trastee or to the Bondowners may be exercised from time to time and as often as may be deemed expedient by the Trastee or by the Bondowners.

' (b) Prior to fmal mamrity date of the Bonds, the Owners of not less than 66- 2/3% in aggregate principal amount of the Bonds at the time Outstanding, or their attomeys-in- fact duly authorized, may on behalf of the Owners of aU of the Bonds waive any past default 93832 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

under this Indenmre and its consequences, except a default in the payment of interest on or principal of or premium (if any) on any of the Bonds. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 808. Notice of Default. The Trastee shaU promptly maU written notice of the occurrence of any Event of Default to each Owner of Bonds then Outstanding at its address, if any, appearing on the registry books of the City.

ARTICLE IX

TRUSTEE

Section 901. Trustee; Appointment and Acceptance of Duties. The TraSteC hereby accepts the Trasts created by this Indenmre upon the terms and conditions set forth in this Article IX. The Trastee shall act as the Depositary for the City for the purpose of receiving all moneys which the City is required to pay to the Trastee hereunder, and to hold, allocate, use and apply the same as provided in this Indenmre.

Section 902. Trustee as Paying Agent. The Trastec is appointed as sole paying agent.

Section 903. Responsibilities of Trustee or a Designated Depository.

(a) The recitals herein and in the Bonds contained shall be taken as the statements of the City, and the Trastee assumes no respwrisibility for the correcmess of the same. The Trastee makes no representation as to the validity or sufficiency of this Indenmre or of any Bonds issued thereunder or as to the security afforded by this Indenmre, and the Trastee shall incur no liabUity in respect thereof. The Trastee shall, however, be responsible for its representation contained in its certificate of authentication on the Bonds. The Trastee shall not be under any obligation or duty to perform any act which would involve it in expense or liabUity or to instimte or defend any suit in respect thereof, or to advance any of its own moneys, unless properly indemnified. Subject to the provisions of subsection (b) of this Section 903, the Trastee shall not be liable in connection with the performance of its duties hereunder except for its own negligence, misconduct or default.

(b) The Trastee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenmre. In case an Event of Default has occuned (which has not been cured) the Trastee shall exercise such of the rights and powers vested in it by this Indenmre, and use the same degree of care and skiU in their exercise, as a pradent person would exercise or use under the circumstances in the conduct of such person's own affafrs. Any provision of this Indenmre relating to action taken or to be taken by the Trastee or to evidence upon which the Trastee may rely shall be subject to the provisions of this Section 903.

(c) The Trastee shall perform each of its obligations under the Servicing Agreement and shall, upon receipt of notice from the Servicing Agent that a lien on a 10/2/2002 REPORTS OF COMMITTEES 93833

delinquent Assessment has been forfeited at the tax sale, request in writing that flie City pursue an action to foreclose such lien provided the aggregate amount of delinquent Assessments shall be not less than $25,000 prior to any requfrement by the City to pursue an action to foreclose the lien of the Assessment.

Section904. Evidence on Which Trustee May Act.

(a) The Trastee, upon receipt of any notice, resolution, request, consent, order, certificate, report, opinion, bond, or other paper or document fumished to it pursuant to any provision of this Indenmre, shall examine such instrament to detennine whether it conforms to the requirements of this Indenture and shall be protected in acting upon any such instrament believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trastee may consult with counsel, who may or may not be of counsel to the City, and the opinion of such counsel shall be ftill and complete authorization and protection in respect of any action taken or suffered by it under this Indenmre in good faith and in accordance therewith.

(b) Whenever the Trastee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under this Indenmre, such matter (urfless other evidence in respect thereof be ^therein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate of the City, and such Written Certificate shall be fiiU wanant for any action taken or suffered in good faith under the provisions of this Indenmre upon the faith thereof; but in its discretion the Trastee may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as may seem reasonable to it.

(c) Except as otherwise expressly provided in this Indenmre, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision thereof by the City to the Trastee shall be sufficiently executed in the name of the City by an Authorized Officer.

Section 905. Compensation. Upon its appointment, the Trastee shall ffle with the City a negotiated schedule of anticipated fees and charges for services to be performed pursuant to this Indenmre. The City shall pay to the Trastee from time to time pursuant to such schedule reasonable compensation for all services rendered under this Indenmre, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of its attomeys, agents, and otiier persons not regularly in its employ, incurred in and about the performance of its powers and duties under this Indenmre, and the Trastee shaU have a lien therefor on any and all funds at any time held by it under this Indenmre.

Section 906. Certain Permitted Acts. The Trastcc may become the owner of any Bonds, with the same rights it would have if it were not Trastee. To the extent permitted by law, the Tnistee may act as depositary for, and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Bondowners or to effect or aid in any reorganization growing out of the enforcement 93834 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

of the Bonds or this Indenmre, whether or not any such committee shall represent the Owners of a majority in principal amount of the Bonds then Outstanding.

Section 907. Resignation of Trustee. The Trastcc may at any time resign and be discharged from the duties and obligations created by this Indenmre by giving not less than 120 days' written notice to the City, and maUing notice thereof, specifying the date when such resignation shall take effect, by first class mail, to the registered Owners of all Bonds then Outstanding (and by publication once in an Authorized Newspaper if any Bonds then Outstanding are not in fully-registered form); and such resignation shall take effect upon the day specified in such notice unless previously a successor shall have been appointed by the City or the Bondowners as provided in Section 909 hereof, in which event such resignation shall take effect immediately on the appointment of such successor; provided, however, that such resignation of the Trastee shall in no event take effect untfl such successor shall have been appointed and accepted the duties of Trustee by the execution of a Supplemental Indenmre with tiie City.

Section 908. Removal of Trustee. The Trastee may be removed at any time with or without cause by an instrament or concurrent instraments in writing, filed with the Trastee, and signed by the Owners of a majority in principal amount of the Bonds then Outstanding or their attomeys-in-fact duly authorized. So long as no Event of Default or an event which, with notice or passage of time, or both, would become an Event of Default, shall have occurred and be continuing, the Trastee may be removed at any time for any reasonable cause by resolution of the Corporate Authorities filed with the Trastee.

Section 909. Appointment of Successor Trustee.

(a) In case at any time the Trastee shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a bankrapt or insolvent, or if a receiver, liquidator or conservator of the Trastee, or of its property, shall be appointed, or if any public officer shall take charge or control of the Trastee, or of its property or affairs, a successor may be appointed by the Owners of a majority in principal amoimt of the Bonds then Outstanding, by an instrament or concurrent instruments in writing signed and acknowledged by such Bondowners or by their attomeys-in-fact duly authorized and delivered to such successor Trastee, notification thereof being given to the City and the predecessor Trastee; provided, nevertheless, that unless and until a successor Trastee shall have been appointed by the Bondowners as aforesaid, the City by a duly executed Written Certificate of the City shall forthwith appoint a Trastee to fill such vacancy untU a successor Trastee shall be appointed by the Bondowners as authorized in this Section 909 hereof. Any successor Trastee appointed by the City shall, immediately and without further act, be superseded by a Trastee appointed by the Bondowners.

(b) Notice of the resignation or removal of the Trastee and the appointment of a successor shall be mailed by first class mail to the registered Owners of all Bonds flien Outstanding (and by publication once in an Authorized Newspaper if any Bonds then Outstanding are not in ftilly-registered form) within 30 days after adoption by the Board of the resolution providing for such appointment. 10/2/2002 REPORTS OF COMMITTEES 93835

(c) If in a proper case, no appointment of a successor Trastee shaU be made pursuant to the foregoing provisions of this Section 909 within 60 days after the Trastee shall have given to the City written notice as provided in Section 907 hereof or after a vacancy in the office of the Trastee shall have occuned by reason of its inability to act, the Trastee or the Owner of any Bond may apply to any court of competent jurisdiction to appoint a successor Trastee. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Trastee.

(d) Any Trastee appointed under the provisions of this Section 909 in succession to the Tnistee shall be a bank or trast company or national banking association, havmg capital stock, surplus and undivided eamings aggregating at least $20,000,000, if there be such a bank or trast company or national banking association willing and able to accept the office on reasonable and customary terms and authorized by law to perfonn all the duties imposed upon it by this Indenmre.

Section 910. Transfer of Rights and Property to Successor Trustee. Any SUCCeSSOr Trastee appointed under this Indenmre shall enter into a Supplemental Indenmre with the City, and thereupon such successor Trastee, without any further act, deed or conveyance, shall become fiiUy vested with all moneys, estates, properties, rights, powers, duties and obligations of such predecessor Trastee, with like effect as if originally named as Trastee; but the Trastee ceasing to act shaU nevertheless, on the written request of the City, or of the successor Trastee, execute, acknowledge and deliver such instrament of conveyance and further assurance and do such other things as may reasonably be required for more ftiUy and certainly vesting and confirming in such successor Trastee all the right, titie and interest of the predecessor Trastee in and to any property held by it under this Indenmre, and shall pay over, assign and deliver to the successor Trastee any money or other property subject to the trasts and conditions herein set forth. Should any deed, conveyance or instrament in writing from the City be reasonably required by such successor Trastee for more fully and certainly vesting in and confirming to such successor Trustee any such estates, rights, power and duties, any and all such deeds, conveyances and instraments in writing shall, on request, and so far as may be authorized by law, be executed, acknowledged and delivered by the City.

Section 911. Merger or Consolidation. Any Company into which the Trastee may be merged or converted or with which it may be consoUdated or any company resultiag from any merger, conversion or consolidation to which it shaU be a party or any company to which the Trastee may sell or transfer aU or substantially aU of its corporate trast business, provided such company shall be a bank or trast company organized under the laws of any state of the United States or a national banking association and shall be authorized by law to perform all duties imposed upon it by this Indenmre, shall be the successor to such Trastee wifliout the execution or filing of any paper or the performance of any further act.

Section 912. Adoption of Authentication. In casc any of the Bonds contemplated to be issued under this Indenmre shall have been authenticated but not delivered, any successor Trastee may adopt the certificate of authentication of any predecessor Trastee so authenticating such Bonds and deliver such Bonds so authenticated; and in any case of the said Bonds shall 93836 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

not have been authenticated, any successor Trastee may authenticate such Bonds in the name of the predecessor Trastee, or in the name of the successor Trastee, and in all such czises such certificate shall have the fiill force which it is anywhere in said Bonds or in this Indenmre provided that the certificate of the Trastee shall have.

Section 913. Appointment of Co-Trustee.

(a) It is the purpose of fliis Indenmre tiiat there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to fransact business as Trastee in such jurisdiction. It is recognized that in case of litigation under this Indenmre, and in particular in case of the enforcement thereof on default or in the case the Trastee deems that by reason of any present or fumre law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trastee or hold titie to the properties, m trast, as herein granted, or take any action which may be desirable or necessary in connection therewith, it may be necessary that the Trastee appoint an additional individual or instimtion as a separate or co-trastee. The foUowing provisions of this Section 913 are adapted to these ends.

(b) In the event that the Trastee appoints an additional individual or instimtion as a separate or co-trastee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trastee with respect thereto shall be exercisable by and vest in such separate or co-trastee but only to the extent necessary to enable such separate or co-trastee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trastee shall ran to and be enforceable by either of them.

(c) Should any instrument in writing from the City be required by the separate trastee or co-trastee so appointed by the Trastee for more fully and certairfly vesting in and confimung to him or it such estates, properties, rights, powers, trasts, duties and obligations, any and all such instraments in writing shall, on request, be executed, acknowledged and delivered by the City. In case any separate trastee or co-trastee, or a successor to either of them shall die, become incapable of acting, resign or be removed, all flie estates, properties, rights, powers, trasts, duties and obligations of such separate trastee or co- trastee, so far as permitted by law, shall vest in ahd be exercised by the Trustee until the appointment of a new trastee or successor to such separate trastee or co-trastee.

ARTICLE X

SUPPLEMENTAL INDENTURES

Section 1001. Supplemental Indentures Effective Without Bondowners' Consent. The City and the Trastee may from time to time and at any time enter into a Supplemental Indenture modifying or amending this Indenmre or any Supplemental Indenmre and the rights and obligations of the City and the Owners of the Bonds without the consent of any Bondowners for any of the following purposes: 10/2/2002 REPORTS OF COMMITTEES 93837

(a) To close this Indenmre against, or provide limitations and resfrictions in addition to the limitations and restrictions contained in this Indenmre on, the authentication and delivery of Bonds or the issuance of other evidences of indebtedness;

(b) To add to the covenants and agreements of tiie City in this Indenmre, other covenants and agreements to be observed by the City which are not contrary to or inconsistent with this Indenmre as theretofore in effect;

(c) To add to the limitations and restrictions in this Indenture, other limitations and restrictions to be observed by the City which are not contrary to or inconsistent with this Indenmre as theretofore in effect;

(d) To authorize Refiinding Bonds of a Series and, in connection therewith, specify and determine the matters and things refened to in Section 202 and Section 203 hereof, and also any other matters and things relative to such Bonds which are not contrary to or inconsistent with this Indenmre as theretofore in effect, or to amend, modify or rescmd any such authorization, specification or determination at any time prior to the furst authentication and delivery of such Bonds;

(e) To provide for the issuance, execution, delivery, authentication, payment registration, fransfer and exchange of Bonds pursuant to a book-entry system or m uncertificated form, and, in connection therewith, to specify and determine any matters and things relative thereto;

(0 To confirm, as further assurance, any security interest, pledge or assignment under, and the subjection to any security interest, pledge or assignment created or to be created by, this Indenmre, of the Assessments or of any other moneys, securities or funds;

(g) To make any change necessary (1) to establish or maintain the exemption from federal income taxation of interest on any Series of Bonds as a result of any modifications or amendments to Section 103 or Section 148 of the Code (or any successor provisions of law) or interpretations thereof by the Intemal Revenue Service, or (2) to comply with the provisions of Section 148(f) of the Code (or any successor provision of law), including provisions for the payment of any or a portion of the investment eamings of any of the funds established hereunder to the United States of America;

(h) To modify any of the provisions of this Indenmre in any other respect whatsoever, provided that (1) such modification shall be, and be expressed to be, effective only after all Bonds of each Series Outstanding at the date of the adoption of such Supplemental Indenture shall cease to be Outstanding, and (2) such Supplemental Indenmre shall be speciflcally refened to in the text of all Bonds of any Series authenticated and delivered after the date of the adoption of such Supplemental Indenture and of Bonds issued in exchange therefor or in place thereof; 93838 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

(i) To cure any ambiguity, supply any omission, or cure or conect any defect or inconsistent provision in this Indenmre;

(j) To insert such provisions clarifymg matters or questions arising under this Indenmre as are necessary or desirable and are not confrary to or inconsistent with this Indenmre as theretofore in effect;

(k) To make any other modification or amendment of this Indenmre which the Trastee shall in its sole discretion determine will not have a material adverse effect on the interests of Bondowners.

In making any determination under paragraph (k) of this Section 1001, the Trastee may conclusively rely upon an Opinion of Counsel.

Section 1002. Supplemental Indentures Effective with Consent of Bondowners. At any time or from time to time, the City and the Trastee may enter into a Supplemental Indenmre modifying or amending this Indenmre or any Supplemental Indenmre, subject to consent by Bondowners in accordance, with and subject to the provisions of Article XI.

Section 1003. General Provisions.

(a) This Indenmre shall not be modified or amended in any respect except as provided in and in accordance with and subject to the provisions of this Article X and Article XI. Nothing in this Afdcle X or Article XI contained shall affect or limit^ the right or obligation of the City to adopt, make, do, execute, acknowledge or deliver any Supplemental Indenmre, ordinance, resolution, deed, act or other instrament pursuant to the provisions of Section 704.

(b) Any Supplemental Indenmre referred to and permitted or authorized by Sections 1001 or 1002 hereof may be executed without the consent of any of the Bondowners, but shall become effective only on the conditions, to the extent and at the time provided in said Sections. The copy of every Supplemental Indenmre when filed with the Trastee shall be accompanied by an Opinion of Bond Counsel stating that such Supplemental Indenmre has been duly and lawfully adopted in accordance with the provisions of this Indenmre, is authorized or permitted by this Indenture, and is valid and binding upon the City in accordance with its terms.

(c) The Trastee, in executing a Supplemental Indenmre, shall be fiiUy protected in relying on an Opinion of Bond Counsel that such Supplemental Indenmre is authorized or pennitted by the provisions of this Indenmre and the Act and wUl not adversely affect the exemption from federal income taxation of interest on any Series of Bonds Outstanding under this Indenmre. 10/2/2002 REPORTS OF COMMITTEES 93839

ARTICLE XI

AMENDMENTS

Section 1101. Mailing. Any provision in this Article for the maUing of a notice or other paper to Bondowners shall be fully complied with it if is mailed postage prepaid only (a) to each Owner of affected Bonds then Outstanding at its address, if any, appearing upon the registry books of the City kept by flie Bond Registrar and (b) to the Trastee.

Section 1102. Powers of Amendment. Exccpt as provided in Scctious 1001 and 1002 hereof, any modification or amendment of this Indenmre and of the rights and obligations of the City and of the Owners of the Bonds thereunder, in any particular, shall be made by a Supplemental Indenmre, with the written consent given as provided in Section 1103 hereof (a) of the Owners of not less than a majority in principal amount of the Bonds affected by such modification or amendment Outstanding at the time such consent is given, and (b) in case the modification or amendment changes the terms of any Sinking Fund Installment, of the Owners of not less than a majority in principal amount of the Bonds of the particular Series and mamrity entitied to such Sinking Fund Installment and Outstandmg at the time such consent is given. No such modification or amendment shall permit a change in the terms of redemption or mamrity of the principal of any Outstanding Bond or of any installment of interest thereon or a reduction in the principal amount or the Redemption Price thereof or in the rate of interest thereon without the consent of the Owner of such Bond, or shall reduce the percentages or otherwise affect the classes of Bonds the consent of the Owners of which is requfred to effect any such modification or amendment, or shall change or modify any of the rights or obligations of the Trastee without its written assent thereto. For the purposes of this Section 1102, a Series shall be deemed to be affected by a modification or amendment of this Indenmre if the same adversely affects or diminishes the rights of the Owners of Bonds of such Series. The Trastee may in its discretion determine whether or not in accordance with the foregoing powers of amendment Bonds of any particular Series or mamrity would be affected by any modification or amendment of this Indenmre and any such determination shall be binding and conclusive on the City and aU Owners of Bonds. For purposes of this Section 1102, the Owners of any Bonds may include the initial Owners thereof, regardless of whether such Bonds are being held for resale.

Section 1103. Consent of Bondowners. The City may at any time enter into a Supplemental Indenmre making a modification or amendment permitted by the provisions of Section 1102 hereof to take effect when and as provided in this Section 1103. A copy of such Supplemental Indenmre (or brief summary thereof or reference thereto in form approved by the Trastee), together with a request to affected Bondowners for their consent thereto in form satisfactory to the Trastee, shall be mailed by the City, by first class mail, to affected Bondowners (but faUure of any affected Bondowner to receive such copy and request shall not affect the validity of flie Supplemental Indenmre when consented to as in this Section 1103 provided). Such Supplemental Indenmre shall not be effective unless and until (a) there shall have been filed with the Trastee (i) the written consents of Owners of the percentages of affected Outstanding Bonds specified in Section 1102 hereof and (ii) an Opiiuon of Bond Counsel stating that such Supplemental Indenmre has been duly and lawfully adopted and filed 93840 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

by the City in accordance with the provisions of this Indenmre, is authorized or permitted by this Indenmre, and is valid and binding upon the City and enforceable in accordance with its terms, and (b) a notice shall have been mailed as hereinafter in this Section 1103 provided. It shall not be necessary that the consents of Owners of Bonds approve the particular form of wording of the proposed modification or amendment or of the proposed Supplemental Indenmre effecting such modification or amendment, but it shall be sufficient if such consents approve the substance of the proposed amendment or modification. Each such consent shaU be effective only if accompanied by proof of the ownership, at the date of such consent, of the Bonds with respect to which such consent is given, which proof shall be such as is permitted by Section 1202 hereof. A certificate or certificates executed by the Trastee and ffled with the City stating that it has examined such proof and that such proof is sufficient in accordance with Section 1202 hereof shall be conclusive that the consents have been given by the Owners of the Bonds described in such certificate or certificates of the Trastee. Any such consent shall be binding upon the Owner of the affected Bonds giving such consent and, anythmg in Section 1202 hereof to the contrary notwithstanding, upon any subsequent Owner of such affected Bonds and of any Bonds issued in exchange therefor (whether or not such subsequent Owner thereof has notice thereof) unless such consent is revoked in writing by the Owner of such Bonds giving such consent or a subsequent Owner thereof by filing with the Trastee, prior to the time when the written statement of the Trustee heremafter in this Section 1103 provided for is filed, such revocation. The fact that a consent has not been revoked may likewise be proved by a certificate of the Trastee filed with the City to the effect that no revocation thereof is on file with the Trastee. At any time after the Owners of the required percentages of affected Bonds shall have filed their consents to the Supplemental Indenmre, the Trustee shall make and ffle with the City a written statement that the Owners of such required percentages of affected Bonds have filed such consents. Such written statements shall be conclusive that such consents have been so filed. At any time thereafter, notice stating in substance that the Supplemental Indenmre (which may be refened to as a Supplemental Indenmre executed by the City and the Trastee on a stated date, a copy of which is on ffle wifli the Trastee) has been consented to by the Owners of the requfred percentages of affected Bonds and wUl be effective as provided in this Section 1103, may be given to affected Bondowners by the City by maUing such notice by first class mail to affected Bondowners (but faUure of any affected Bondowner to receive such notice shall not prevent such Supplemental Indenture from becoming effective and binding as in this Section 1103 provided) after the Owners of the required percentages of affected Bonds shall have filed their consents to the Supplemental Indenmre and the written statement of the Trastee hereinabove provided for is ffled. The City shall file with the Trastee proof of the maUing of such notice. A record, consisting of the certificates or statements required or permitted by this Section 1103 to be made by the Trastee, shall be proof of the matters therein stated. Such Supplemental Indenmre making such amendment or modification shall be deemed conclusively binding upon the City, the Tnistee and the Owners of all Bonds at the expiration of 40 days after the filing with the Trastee of the proof of the maUing of such last-mentioned notice, except in the event of a fmal decree of a court of competent jurisdiction setting aside such Supplemental Indenmre in a legal action or equitable proceeding, for such purpose commenced within such 40 day period; provided, however, that the Trastee and the City during such 40 day period and any such further period during which any such action or 10/2/2002 REPORTS OF COMMITTEES 93841

proceeding may be pending shaU be entitied in its absolute discretion to take such action, or to refrain from taking such action, with respect to such Supplemental Indenmre as they may deem expedient.

Section 1104. Modifications or Amendments by Unanimous Consent. The termS and provisions of this Indenmre and the rights and obligations of the City and of the Owners of the Bonds thereunder may be modified or amended in any respect upon the execution by the City and flie Trastee of a Supplemental Indenmre and the consent of the Owners of all of the affected Bonds then Outstanding, such consent to be given as provided in Section 1103 except that no notice to affected Bondowners by maUing shall be required; provided, however, that no such modification or amendment shall change or modify any of the rights or obligations of the Trastee without the filing of the written assent thereto of the Trastee in addition to the consent of the affected Bondowners.

Section 1105. Exclusion of Bonds. Bouds owucd or held by or for the account of the City shall not be deemed Outstanding for the purpose of consent or other action or any calculation of affected Outstanding Bonds provided for in this Article XI, and the City shall not be entitied with respect to such Bonds to give any consent or take any other action provided for in this Article XI. At the time of any consent or other action taken under this Article XI, the City shall fumish the Trastee a Written Certificate of the City, upon which the Trastee may rely, describing all Bonds so to be excluded.

Section 1106. Notation on Bonds. Bouds authenticated and delivered after the effective date of any action taken as in Article X or this Article XI provided may, and, if the Trastee so determines, shall bear a notation by endorsement or otherwise in form approved by the City and the Trustee as to such action, and in that case upon demand of the Owner of any Bond Outstanding at such effective date and presentation of its Bond for the purpose at the principal corporate trast office of the Trastee or upon any transfer or exchange of any Bond Outstanding at such effective date, suitable notation shall be made on such Bond or upon any Bond issued upon any such fransfer or exchange by the Trastee as to any such action. If the City or the Trastee shall so determine, new Bonds so modified as in the opinion of the Trastee and the City to conform to such action shall be prepared, authenticated and delivered and upon demand of the Owner of any Bond then Outstanding shall be exchanged, without cost to such Bondowner, for Bonds of the same Series, principal amount, mamrity and interest rate then Outstanding, upon sunender of such Bonds. Any action taken as in Article X or this Article XI provided shall be effective and binding upon all Bondowners notwithstanding that the notation is not endorsed on all Bonds.

ARTICLE xu

MISCELLANEOUS

Section 1201. Defeasance.

(a) If the City shall pay or cause to be paid, or there shaU otherwise be paid, to the Owners of all Bonds the principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times and in the marmer stipulated therein and in this Indenmre, 93842 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

then the pledge of the Trast Estate, and all covenants, agreements and other obligations of the City to the Bondowners, shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trastee shall cause an accounting for such period or periods as shall be requested by the City to be prepared and filed with the City and, upon the request of the City, shall execute and deliver to the City all such instraments as may be desfrable to evidence such discharge and satisfaction, and the Trastee shall pay over or deliver to the City all moneys or securities held pursuant to this Indenmre which are not required for the payment of principal or Redemption Price, if applicable, of and interest on Bonds. If the City shall pay or cause to be paid, or there shall otherwise be paid, to the Owners of any Outstanding Bonds the principal or Redemption Price and interest due or to become due thereon, at the times and in the marmer stipulated therein and in this Indenmre, such Bonds shall cease to be entitled to any lien, benefit or security under this Indenmre, and all covenants, agreements and obligations of the City to the Owners of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied.

(b) Bonds or interest installments for the payment or redemption of which moneys shall have been set aside and shall be held in trast by the Trastee (through deposit by the City of ftmds for such payment or redemption or otherwise) at the mamrity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 1201. In addition, any Outstanding Bonds shall prior to the mamrity or redemption date thereof be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section (i) upon compliance with the provisions of subsection (c) of this Section 1201 or (ii) if the City shall have satisfied all of the conditions precedent to such Bonds being so deemed to have been paid set forth in the Supplemental Indenmre authorizing the Series of which such Bonds are a part.

(c) Subject to the provisions of subsection (d) of this Section 1201, any Outstanding Bonds shall prior to the maimrity or redemption date thereof be deemed to have been paid within the meaning of, and with the effect expressed in, subsection (a) of this Section 1201 if: (i) in case any of said Bonds are to be redeemed on any date prior to their mamrity, the City shall have given to the Trastee irrevocable instractions accepted in writing by the Trastee to give as provided in Article IV notice of redemption of such Bonds on said date,

(u) there shall have been deposited with the Trastee either moneys (including moneys withdrawn and deposited pursuant to subsection (c) of Section 508 hereof) in an amount which shall be sufficient, or Defeasance Securities the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trastee at the same time, shall be sufficient, to pay when due the principal or Redemption Price, if applicable, and interest due and to become due on said Bonds on or prior to the redemption date or mamrity date thereof, as the case may be, and 10/2/2002 REPORTS OF COMMITTEES 93843

(iii) in the event said Bonds do not mature, are not by their terms subject to redemption or, under the plan of refunding applicable thereto, are not to be redeemed, in each case, within the next succeeding 90 days, the City shall have given the Trastee in form satisfactory to it irrevocable instractions to give, as soon as practicable, by first-class mail, postage prepaid, to the Owners of such Bonds at thefr last addresses appearing on the books of die City kept at the office of the Bond Registrar a notice that the deposit requfred by (ii) above has been made with the Trastee and that said Bonds are deemed to have been paid in accordance with this Section 1201 and stating such mamrity or redemption date upon which moneys are to be available for the payment of the principal or Redemption Price, if applicable, on said Bonds.

(d) Anything in this Indenture to the contrary notwithstanding, any moneys held in trust for the payment and discharge of any of the Bonds which remain unclaimed for one year after the date when such Bonds have become due and payable, either at thefr stated mamrity dates or by call for earlier redemption, shall, at the written request of the City, be repaid to the City, as its absolute property and free from trust, and the Trastee shall thereupon be released and discharged, with respect thereto and the Bondowners shall look only to the City for the payment of such Bonds; provided, however, that before being requfred to make any such payment to the City, the Trastee shall, at the expense of the City, (i) give to the Owners of such Bonds as to which any moneys remain unclaimed, by first class maU, postage prepaid, at the last address of such Owners appearing on the books of the City kept at the office of the Bond Regisfrar and (u) cause to be published one time in an Authorized Newspaper, a notice that said moneys remain unclaimed and that, after a date named in said notice, which date shall be not less than 30 days after the date of the publication of such notice, the balance of such moneys then unclaimed wUl be remmed to the City.

Secliool202. Evidence of Signatures and Bondowners and Ownership of Bonds.

(a) Any request, consent, revocation of consent or other instrument which tiiis Indenmre may require or permit to be signed and executed by the Bondowners may be in one or more instraments of simUar tenor and shall be signed or executed by such Bondowners in person or by their attomeys appointed in writing. Proof of the execution of any such instrament, or of an instrament appointing any such attorney, shall be sufficient for any purpose of this Indenture (except as otherwise therein expressly provided) if made in the foUowing manner, or in any other maimer satisfactory to the Trastee, which may nevertheless in its discretion require further or oflier proof in cases where it deems the same desfrable. The fact and date of the execution by any Bondowner or its attomey of such instraments may be proved by a guarantee of the signamre thereon by a bank or trast company or by the certificate of any notary public or other officer authorized to take acknowledgments of deeds, that the person signing such request or other instrament acknowledged to such notary public or other officer the execution thereof, or by an affidavit of a witness of such execution, duly swom to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation. 93844 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

association or parmership, such signamre guarantee, certificate or affidavit shall also constimte sufficient proof of flie aufliority of such officer or member.

(b) The ownership of Bonds and the amount, numbers and other identification, and date of holding the same shaU be proved by the registry books kept by the Trastee.

(c) Any request or consent by the owner of any Bond shall bind all fiimre Owners of such Bond in respect of anything done or suffered to be done by the City or the Trastee in accordance therewith.

Section 1203. Moneys Held for Particular Bonds. The amounts held by the Trastee for the payment of the interest, principal or Redemption Price due on any date with respect to particular Bonds shall, on and after such date and pending such pajonent, be set aside on its books and held in trast by it for the Owners of the Bonds entitied thereto.

Section 1204. Cancellation and Destruction of Bonds. AU Bouds paid Or redeemed, either at or before mamrity, and all Bonds purchased by the Trastee, shall thereupon promptiy be cancelled. Bonds so cancelled may at any time be destroyed by the Trastee, who shall execute a certificate of destraction in duplicate by the signamre of one of its authorized officers describing the Bonds so destroyed, and one executed certificate shall be ffled with the City and the other executed certificate shall be retained by the Trastee.

Section 1205. Preservation and Inspection of Documents. All dOCUmeUtS reCCiVCd by the Trastee under the provisions of this Indenture shall be retained in its possession and shall be subject at all reasonable times to the inspection of the City and any Bondowner and thefr agents and thefr representatives, any of whom may make copies thereof.

Section 1206. Parties Interested Herein. Nothing in this Indeumrc expressed or implied is intended or shall be constraed to confer upon, or to give to, any person or corporation, other than the City, the Trastee and the Owners of the Bonds any right, remedy or claim under or by reason of this Indenmre or any covenant, condition or stipulation thereof; and all the covenants, stipulations, promises and agreements in this Indenmre contained by and on behalf of the City shall be for the sole and exclusive benefit of the City, the Trastee and the Owners.

Section 1207. Form of Series 2002 Bonds. Subject to the provisions of the Indenmre each Series 2002 Bond, the form of assignment and the Certificate of Authentication by the Trastee shall be, respectively, in substantially the following form, with such insertions, omissions, endorsements and variations as may be required or permitted by the Indenmre: 10/2/2002 REPORTS OF COMMITTEES 93845

(Form of Bond)

UNITED STATES OF AMERICA

STATE OF ILLINOIS

COOK COUNTY

CITY OF CHICAGO

SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 2002 (LAKESHORE EAST PROJECT)

INTEREST RATE MATURITY DATE ISSUE DATE CUSIP

% December 1, , 2002

REGISTERED OWNER: Cede & Co.

PRINCIPAL AMOUNT: $

The CITY OF CHICAGO (tiie "City"), a municipal corporation and home rale unit of the State of Illinois situate in the County of Cook, acknowledges itself indebted and for value received hereby promises to pay, solely from the sources herein set forth, to the registered owner specified above, or registered assigns, the principal amoimt specified above, on the mamrity date specified above, upon presentation and sunender of this bond at the principal office of BNY Midwest Trast Company (the "Trastee") in the City of Chicago, Illinois and to pay interest on such principal amount from the date hereof until the principal amount hereof shall have been fiUly paid at the rate {)er annum sp>ecified above, computed on the basis of a 360 day year consisting of twelve 30 day months and payable on December 1, 2002 and semiannually thereafter on the first days of June and December of each year, interest to mamrity being payable by check or draft maUed to the registered owner of record hereof, as of the 15th day of the calendar month next preceding such interest payment date, at the address of such registered owner appearing on the registration books maintained by the City for such purpose at the principal corporate trust office of the Trastee or by wire transfer pursuant to an agreement by and between the City and such registered owner. The principal of, premium, if any, and interest on this bond are payable in legal tender of the United States of America.

This bond is one of a duly authorized series of bonds of the City designated "Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project)" and issued in the aggregate principal amount of $ (the "Bonds") under and pursuant to the provisions of Division 2 of Article 9 of the Ulinois Municipal Code, 65 Illinois CompUed Statutes 5/9, flie Special Assessment Supplemental Bond and Procedures Act, 50 Illinois 93846 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Compiled Stamtes 460, an ordinance of the City entitied "Amendment of Titie 2, Chapter 102 of flie Municipal Code of Chicago by Addition of New Section 075 Regarding Home Rule Powers in Special Assessment Proceedings" passed by the Mayor and the City Council of the City on July 25, 2002 and tiie Local Govemment Debt Reform Act, 30 Illinois CompUed Statutes 350, and by virme of an ordinance adopted by the Mayor and City CouncU of the City on , 2002 and entitied: "An Ordinance Authorizmg the Issuance of $60,(X)0,000 Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project) of flie City of Chicago, Illinois, to Fmance the Acquisition and Constraction of Local Improvements" (tiie "Bond Ordinance"). The Bonds are issued and secured under a Trast Indenmre dated as of 1, 2002 between tiie City and flie Trastee (tiie "Indentme").

The Bonds are subject to redemption prior to mamrity at the option of the City on or after December 1, 2012, as a whole or in part by lot, at a redemption price equal to the principal amount to be redeemed plus, if such Bond is to be redeemed during any period shown in the following table, a redemption premium, expressed as a percentage of such principal amount, set forth opposite such redemption period:

Redemption Period Redemption (both dates inclusive) Premium

December 1, 2012 to November 30, 2013 2% December 1, 2013 to November 30, 2014 1

The Bonds are also subject to mandatory sinking fund redemption by operation of the Debt Service Account maintained under the Indenmre, on December 1, and on each December 1 thereafter, in part and by lot, at a redemption price equal to the principal amount to be redeemed and in principal amounts sufficient to satisfy the sinking fund installments established by the Indenmre.

The Bonds are fiirther subject to mandatory redemption by operation of the Prepayment Account maintained under the Indenmre, on any interest payment date, in part and by lot, at a redemption price equal to the principal amount to be redeemed plus, if such Bond is to be redeemed during any period shown on the following table, a redemption premium, expressed as a percentage of such principal amount, set forth opposite such redemption period:

Redemption Period Redemption (both dates inclusive) Premium

On or prior to November 30, 2012 3 % December 1, 2012 to November 30, 2013 2 December 1, 2013 to November 30, 2014 1 10/2/2002 REPORTS OF COMMITTEES 93847

Notice of the redemption of Bonds wUl be mailed not less than 30 days nor more than 60 days prior to the date fixed for such redemption to the registered owners of Bonds to be redeemed at their last addresses appearing on such registration books. The Bonds or portions thereof specified in said notice shaU become due and payable at the applicable redemption price on the redemption date therem designated, and if, on the redemption date, moneys for payment of the redemption price of all the Bonds or portions thereof to be redeemed, together with interest to the redemption date, shall be available for such payment on said date, and if notice of redemption shall have been maUed as aforesaid (and notwithstanding any defect therein or the lack of actual receipt thereof by any registered owner) then from and after the redemption date interest on such Bonds or portions thereof shaU cease to accrae and become payable.

The Bonds are limited obligations of tiie City payable solely from aU right, titie and interest of the City in the Trast Estate pledged and assigned under the Indenmre and consisting of (i) the Assessment entered by Confumation Order of the Cfrcuit Court of Cook County, Ulmois, entered on , 2002, (ii) the assessment lien imposed upon real property in the City that is subject to the Assessment and (iu) all fimds established by the Indenture, except the Assessee's Credit Fund and any Rebate Fund. Neither the fifll faith and credit nor the general taxing power of flie City is pledged to the payment of the principal of or the interest on the Bonds.

The Bonds are all equaUy and ratably secured and entitied to tiie protection given by the Indenture. The City may hereafter issue Refimding Bonds (as defmed in the Indenmre) from time to time under certain terms and conditions contained in the Indenmre, and if issued, such Refunding Bonds wUI rank on a parity wifli the Bonds with respect to the Trust Estate pledged as security for the Bonds. Reference is hereby made to the Indenmre and to all indenmres supplemental thereto for a description of the provisions, among others, with respect to the namre and extent of the security, the rights, duties and obligations of the City, the Trustee and the registered owners of the Bonds, the issuance of Bonds, and the terms upon which said Bonds are issued and seemed.

To the extent and in the respects permitted by the Indenture, the provisions of the Indenmre or any indenmre supplemental thereto, may be modified or amended by action on behalf of the City taken in the manner and subject to the conditions and exceptions prescribed in the Indenmre. The pledges and other obligations of the City under the Indentme may be discharged at or prior to the maturity of the Bonds upon the making of provision for the payment thereof on the terms and conditions set forth in the Indenmre.

This bond is fransferable as provided in the Indenmre, only upon the books of the City kept for that purpose at the corporate trast office of the Trastee, by the registered owner hereof in person or by his attomey duly authorized in writing, upon sunender hereof together with a written instrument of fransfer satisfactory to the Trastee duly executed by the registered owner or such duly authorized attomey, and thereupon the City shaU issue in the name of the fransferee, a new Bond or Bonds of the same aggregate principal amount, mamrity 93848 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

and interest rate as the surrendered Bond, as provided m the Indenmre and upon the payment of tiie charges, if any, therein prescribed. The City and tiiie Trastee may treat and consider the person in whose name this bond is registered as the absolute owner hereof for the purpose of receivmg payment of, or on account of, the principal hereof and interest due hereon and for all other purposes whatsoever.

The Bonds are issuable initially in the form of registered bonds in the denommations of $100,000, or integral multiples of $1,000 m excess of $100,000. The Bonds, upon surrender thereof at the principal corporate trast office of tiie Trastee wifli a written instilment of transfer satisfactory to tiie Trastee, duly executed by the registered ovraer or his attomey duly autiiorized in writing, may, at the option of flie registered owner thereof, be exchanged for an equal aggregate principal amount of Bonds of any other authorized denominations and of the same mamrity. The Bonds do not constimte a debt of the City within any constimtional or stamtory limit.

The registered owner of this bond shall have no right to enforce the provisions of the Indenmre or to instimte action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenmre, or to instimte, j^ear in or defend any suit or other proceedings with respect thereto except as provided in the Indentme.

This bond shall not be entitied to any benefit under the Indenture or become valid or obligatory for any purpose untU the certificate of authentication hereon has been duly executed by the Trustee.

It is hereby certified, recited and declared that this bond is issued in part pursuant to the Local Govemment Debt Reform Act and the Special Assessment Supplemental Bond and Procedmes Act and that aU acts, conditions and things requfred to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the issuance of this bond, do exist, have happened and have been performed in the time, form and manner required by law and that the issue of bonds of which this bond is one, together with all other indebtedness of the City, is within every debt and other limit prescribed by law.

IN WITNESS WHEREOF, the City of Chicago, has caused tiiis bond to be executed by the manual or facsimUe signamres of its Mayor and its City Clerk and its "corporate seal,-ora facsimile thereof, to be impressed or reproduced hereon.

Dated: , 2002 CTTY OF CHICAGO By. (SEAL) Mayor

Attest:

City Qerk 10/2/2002 REPORTS OF COMMITTEES 93849

(Form of Certiflcate of Authentication)

CERTIFICATE OF AUTHENTICATION

This bond is one of the Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project), described in the within mentioned Indenmre.

BNY MIDWEST TRUST COMPANY, as Trastee By Authorized Signatory (Form of Assignment)

ASSIGNMENT

For value received the undersigned hereby seUs, assigns, and transfers unto the within Bond, and all rights thereimder, and hereby irrevocably constimtes and appoints attomey to transfer tiie wifliin Bond on the books kept for regisfration thereof, with fiiU power of substimtion in the premises. (

Dated:_ Wimess:

Section 1208. No Recourse on the Bonds. No official of the City and no dfrcctor, officer, agent or employee of the City shall be individually or personally liable for the payment of the principal or Redemption Price or interest on the Bonds.

Section 1209. Publication of Notice; Suspension of Publication.

(a) Any publication to be made under the provisions of this Indentme in successive weeks or on successive dates may be made in each instance upon any business day of the week and need not be made in the same Aufliorized Newspaper for any or all of the successive publications but may be made in different Authorized Newspapers.

(b) If, because of the temporary or permanent suspension of the publication or general circulation of any Authorized Newspaper or for any otiier reason, it is impossible or impractical to pubUsh any notice pursuant to this Indenmre in tiie manner herein provided, then such publication in lieu fliereof as shall be made wifli tiie approval of flie Trastee shall constimte a sufficient publication of such notice. 93850 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Section 1210. severability of Invalid Provisions. If any One Or more of the covenants or agreements provided in this Indenmre on the part of the City or the Trastee to be performed should be confrary to law, then such covenant or covenants or agreement or agreements shall be deemed severable from the remaining covenants and agreements, and shall in no way affect the validity of the other provisions of this Indenmre.

Section 1211. Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right as provided in this Indenmre, shall be a legal holiday or a day on which barflcing instimtions in the city in which is located the principal corporate trast office of the Trustee are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking instimtions are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Indenmre, and no interest shaU accrae for the period after such nominal date.

Siection 1212. Actions, Approvals and Determinations by the City. Except as otherwise specifically provided in this Indenmre, any action, approval or other detennination to be made, given or taken by the City shall be validly made, given or taken if made, given or taken by the Corporate Authorities, or any committee of said Corporate Authorities or any officer of the City to which said Corporate Authorities has lawfidly delegated the power to make, give or take such action, approval or other determination. The fact that any such delegation shaU have been made by the Corporate Authorities shall be conclusively proved by a certificate of the City Clerk to that effect.

Section I2I3. Notices.

(a) Except as otherwise provided herein, all notices, requests, demands and other communications required or permitted under this Indenmre shall be deemed to have been duly given if delivered or maUed, first class, postage prepaid, as follows:

(i) If to flie City: City of Chicago Department of Finance 33 North LaSalle Sfreet, 6"" Floor Chicago, Ulinois 60602 Attention: Chief Fmancial Officer

(i) With a copy to: Office of Corporation Counsel City Hall Room 600 121 North LaSaUe Sfreet Chicago, Ulinois 60602 Attention: Finance and Economic Development Division 10/2/2002 REPORTSOF COMMITTEES 93851

(u) If to tiie Trastee: BNY Midwest Trust Company 2 North LaSaUe Sfreet Suite 1020 Chicago, Illmois 60602 Attention: Corporate Trast Department or to such otiier person or addresses as the respective party hereafter designates in writing to the City and the Trastee.

(b) Any Bondowner or, in the case of Bonds issued in book-entry form, beneficial owner, of $1,0(X),(X)0 or more in principal amount of the Bonds may direct the Trastee in writing to deliver a copy of any notice to be given by the Trustee under flus Indenmre or the Supplemental Indenture providing for the issuance of such Bonds to such Bondowner or beneficial owner at such address as may be designated in such written direction.

Section 1214. Conntcrparts. Thls Indenmre may be executed in multiple counterparts, each of which shaU be regarded for aU purposes as an original; and such counterparts shall constimte but one and the same instrament.

IN WITNESS WHEREOF, flie City of Chicago, Ulinois has caused tiiis Indenmre to be executed by its City and its official seal to be hereunto affixed and attested by its City Clerk, and to evidence its acceptance of the trasts hereby created, BNY Midwest Trast Company has caused this Indenture to be executed by its Vice President and its official seal to be hereunto affixed and attested by its • , all as of this 1" day of , 2002.

(^^p^) CITY OF CHICAGO, ILLINOIS

Attest: By ^ __

City Clerk BNY MIDWEST TRUST COMPANY, (SEAL) 23 Trustee Attest: 3y Its: Vice President Its:

{Sub)Exhibits "A-l", "A-2'', "B" and "C referred to fri this Trust Indenture with BNY Midwest Trust Company (Lakeshore East Project) read as foUows: 93852 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

(Sub)ExhibU "A-l". (To Trust Indenture With BNY Midwest Trust Company For Lakeshore East Project)

Written Request For Disbursement Of Funds (Improvement Fund).

To: BNY Midwest Trust Company, as Trustee Attention: Corporate Trust Department Suite 1020 Two North LaSalle Street Chicago, Ilhnois 60602

Re: Sixty MiUion DoUar ($60,000,000) City of Chicago Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project)

Amount Requested:

Total Disbursements to Date:

1. Each obhgation for which a disbursement is hereby requested is described in reasonable detail Th Schedule 1 hereto together with the name cind address of the person, firm or corporation to whom payment is due, which may include the City or the Developer for reimbursement of amounts expended, and any other payment instructions.

2. An endorsement of the Title Policy in the amount requested is attached as Schedule HI.

3. The Issuer hereby certifies that:

A. This written requisition is for payment of costs in connection with the issuance of the above-described Series 2002 Bonds and the specific purpose for which this request is made is described in Schedule I.

B. The disbursement in the amount requested is for payment of a cost which is a proper charge against the Improvement Fund.

C. Pajmient instructions sufficient to make the requested pajmient are set forth in Schedule I. 10/2/2002 REPORTS OF COMMITTEES 93853

D. No portion ofthe amount being requested to be disbursed was set forth in any previous request for disbursement.

E. [Attached is the signed certificate of the City Engineer approving payment ofthe amount requested.]*

All capitalized terms herein shall have the meanings assigned to them in the Trust Indenture for the above-referenced Series 2002 Bonds dated as of , 2002 by and between the City of Chicago, Illinois and BNY Midwest Trust Company, as Trustee.

By: Authorized Officer

(Sub)ExhibU "A-2". (To Trust Indenture With BNY Midwest Trust Company For Lakeshore East Company)

Written Request For Disbursement Of Funds (Costs Of Issuance Account).

To: BNY Midwest Trust Company, as Trustee Attention: Corporate Trust Department Suite 1020 Two North LaSalle Street Chicago, Illinois 60602

Re: Sixty Million Dollar ($60,000,000) City of Chicago Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project)

Amount Requested:

Total Disbursements to Date:

To be included only ifthe request for disbursement relates to the costs of acquisition, installation or construction of the Improvement. 93854 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

1. Each obligation for which a disbursement is hereby requested is described in reasonable detail in Schedule I hereto together with the name and address of the person, firm, or corporation to whom payment is due, which may include the City or the Developer for reimbursement of amounts expended, and any other pajmient instructions.

2. The Issuer hereby certifies that:

B. The disbursement in the amount requested is for pajmient of a cost which is a proper charge against the Costs of Issuance Account.

C. Payment instructions sufficient to meike the requested payment are set forth in Schedule I.

D. No portion of the amount being requested to be disbursed was set forth in any previous request for disbursement.

All capitalized terms herein shall have the meanings assigned to them in the Trust Indenture for the above-referenced Series 2002 Bonds dated as of , 2002, by and between the City of Chicago, Illinois and BNY Midwest Trust Company, as Trustee.

By: : Authorized Officer

[Schedule 1 referred to in this Written Request for Disbursement of Funds unavailable at time of printing.)

(Sub)ExhibU "B". (To Trust Indenture With BNY Midwest Trust Company For Lakeshore East Project)

Partial Release Of Chicago Special Assessment Docket Number 58763, Warrant Number 62456, ( CS ;, Lien.

Know All Men By These Presents that the City of Chicago, for and in consideration 10/2/2002 REPORTS OF COMMITTEES 93855

of the total sum of $ , does hereby release and quit claim unto the owner thereof any and all interest by virtue of a special assessment lien, as provided by an Assessment Roll and Report for Chicago Special Assessment Docket Number 58763, Warrant Number 62456 ( CS ), recorded in the Recorder's Office of Cook County, Illinois, as Document Number on , 200 , a Final Confirmation Order entered in Chicago Special Assessment Docket Number 58763, Warrant Number 62456 ( CS ), recorded in the Recorder's Office of Cook County, Illinois, as Document Number , on , 200 , and a Division Order entered in Chicago Special Assessment Docket Number 58763, Warrant Number 62456 ( CS ), recorded in the Recorder's Office of Cook County, Illinois, as Document Number , on , 200 , on the premises described as follows, to wit:

[Insert Legal Description Of Parcel]

P.I.N.: Common Address: , Chicago, Illinois 606_

Dated this day of , .

The liens against other properties as created by said Assessment Roll and Report, said Final Confirmation Order and said Division Order remain in full force and effect.

City of Chicago

By:

Treasurer

Subscribed and sworn to before me this day of ,

Notary Public:

My commission expires: 93856 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

(Sub)ExhibU "C". (To Trust Indenture With BNY Midwest Trust Company For Lakeshore East Project)

No Default Ceriificate.

BNY Midwest Trust Compemy, as Trustee Chicago, Illinois

This Certificate is being executed by an Authorized Officer ofthe City ofChicago, Ilhnois (the "City") pursuant to Section 710(c)(2) ofthe Trust Indenture dated as of 1, 2002 (the "Indenture") between the City and BNY Midwest Trust Company, as trustee (the "Trustee") relating to the Sixty Million Dollar ($60,000,000) original principal amount of City of Chicago Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project) (the "Bonds").

[The undersigned Authorized Officer ofthe City states that to the best of his or her knowledge and belief, the City has kept, observed, performed and fulfilled each and every one of its material covenants and obligations contained in the Indenture and there does not exist as ofthe date ofthis Certificate any material default by the City under the Indenture.]*

[On the date of this Certificate, the City is in default with respect to its covenant or obligation to [insert description of default] required by Section of the Indenture. The undersigned Authorized Officer of the City states that to the best of his or her knowledge and belief, the City has kept, observed, performed and fulfilled each and every one of its other material covenants and obligations contained in the Indenture and there does not exist as ofthe date ofthis Certificate any other material default by the City under the Indenture.]*

All capitalized terms used herein shall have the meanings assigned to them in the Indenture.

Date:

City of Chicago

By: Authorized Officer

Include appropriate paragraph with completed information. 10/2/2002 REPORTS OF COMMITTEES 93857

ExhibU "D". (To Ordinance)

Preliminary Limited Offering Memorandum Dated 2002.

NEW ISSUE-BOOK-ENTRY ONLV NOT RATED In Ihe opinion of Co-Bond Counsel, based upon an analysis ofexisting laws, regulations, rulings and court decisions and, assuming, among other matters, compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 oflhe Intemal Revenue Code of 1986, as amended. In the opinion of Co-Bond Counsel, interest on the Bonds is not a specific preference item for purposes ofthe adjusted current eamings when calculating corporate altemative minimum taxable income. Interest on Ihe Bonds is not exempt from present State of Illinois income taxes. Co-Bond Counsel express no opinion regarding any olher tax consequences related lo the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See the heading "TAX EXEMPTION.' (City Seal) $60,000,000* CITY OF CHICAGO Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project) Dated: Date of Issuance Due: December I, as shown below This Limited Offering Memorandum is being fumished solely for consideration by prospective sophisticated purchasers ofthe above- captioned bonds (the "Bonds") with substantial fmancial resources and the experience and financial expertise to understand and evaluate the high degree of risk inherent in this investment. Purdiase of the Bonds wil) constitute an investment secured solely by a pledge of special assessments, certain additional revenues and certain other amounts held in funds established pursuant to die Trust Indenture hereinafter refened to. The purchase ofthe Bonds is an investment subject to a high degree of risk, including the risk of non-payment of principal and interest. See "RISK FACTORS" herein. The Bonds are issuable only as fully registered bonds without coupons and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Individual purchases will be made in book-entry form only, in principal amounts of SlOO.OOO or integral multiples of $1,000 in excess thereof. Beneficial Owners of the Bonds will not receive physical certificates representing their interest in the Bonds purchased. Principal of, premium, if any, and interest on the Bonds are payable by BNY Midwest Trust Company, as trustee, to DTC, which vrill remit such principal, premium, if any, and interest to DTC's Participants, who in tum will be responsible for remitting such payments to the Beneficial Owners ofthe Bonds, as described herein. Interest on the Bonds is payable on June 1 and December 1 ofeach year, commencing December 1,2002 until maturity. The Bonds are subject to optional and mandatory redemption prior to maturity as set forth herein. The Bonds are being issued pursuant to Section 6(1) of Article VII of the Illinois Constitution, the Municipal Code of Chicago, Division 2 of Article 9 of the Illinois Municipal Code, the Special Assessment Supplemental Bond and Procedures Act and the Local Govemment Debt Reform Act and certain other ordinances ofthe City described herein and in the opinion of Co-Bond Counsel, will constitute valid and legally binding limited obligations of the City of Chicago (the "City") payable solely and only from the assessments and amounts on deposit in certain funds established and maintained pursuant to the Trust Indenture, as set forth herein. THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE CITY AND NEITHER THE FULL FAfTH AND CREDIT NOR THE GENERAL TAXING POWER OF THE CITY, THE COUNTY OF COOK, THE STATE OF ILLINOIS, OR ANY POLmCAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS DO NOT CONSTITUTE INDEBTEDNESS OF THE CITV WITHIN ANY CONSTITUTIONAL OR STATUTORY LIMIT. NO HOLDER OF ANY BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY TAXING POWER OF THE CITY, THE COUNTY OF COOK, THE STATE OF ILLINOIS, OR ANY POLITICAL SUBDIVISION THEREOF FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS. MATURITY SCHEDULE* $ % Term Bonds Due December 1,2012 Price; % to Yield: % $ % Temi Bonds Due December 1,2022 Price: •/. to Yield: •/. $ % Temi Bonds Due December 1,2032 Price: % to Yield: •/. The Bonds are offered when, as and if issued, subject to prior sale, withdrawal or modification ofthe offer without notice, and subject to the approving legal opinion of Foley & Lardner, Chicago, Illinois and Pugh, Jones & Johnson, P.C. Chicago, Illinois, Co-Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the Underwriters by Ungaretti & Harris, Chicago, Illinois and Greene and Letts, Chicago, Illinois, for the Developer by Daley & George, Chicago, Illinois, and Altheimer & Gray, Chicago, Illinois, and for Ihe City by its Corporation Counsel and Klein, Thorpe & Jenkins, Chicago, Illinois. Il is expected Ihat Ihe Bonds will be available for delivery through the facilities of DTC in New York, New York on or about , 2002. WILLIAM BLAIR & COMPANY PODESTA & CO. The Date of this Limited Offering Memorandum is , 2002. 93858 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

LIMITED OFFERING MEMORANDUM This Limited Offering Memorandum is being fiimished by the City of Chicago (the "City") to thirty-five or less sophisticated investors or registered investment companies under the Investment Company Act of 1940 solely for the purpose of each investor's consideration of the purchase of the Bonds, and is not to be used for any other purpose or made available to anyone not directly concemed with the decision regarding such purchase. Each prospective purchaser is hereby offered the opportunity, prior to purchasing any Bonds, to ask questions of, and receive answers from, the Underwriters and the Developer (as hereinafter defined) conceming the terms and conditions ofthe offering, and to obtain additional information to the extent the Underwriters and the Developer possess the same or can acquire it without unreasonable effort or expense, prorided, however, that no dealer, broker, salesman or other person has been authorized to give any information or to make any representation other than as contained in this Limited Offehng Memorandum in connection with tiie offering described herein, and if given or made, such information or representation must not be relied upon as having been authorized. In accordance with its responsibility under the Federal securities laws, the Underwriters have reviewed the information in the Limited Offering Memorandum but do not guarantee its accuracy or completeness. Neither the delivery of this Limited Offering Memorandum nor the sale ofany ofthe Bonds shall imply that the infonnation herein is correct as of any time subsequent to the date hereof. No information provided orally by the Underwriters, the Developer or the City shall be relied upon or construed as a contract by any party. This Limited Offering Memorandum should be considered in its entirety and no one factor should be considered more or less important than any other by reason of its position in this Limited Offering Memorandum. Where statutes, reports, agreements or other documents are referred to herein, reference should be made to such statutes, reports, agreements or other documents for more complete information regarding the rightsan d obligations of parties thereto, facts and opinions contained therein and the subject matter thereof THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELL\NCE UPON EXEMPTIONS CONTAINED IN SUCH ACT. THE REGISTRATION OR QUALIFICATION OF THE BONDS IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF SECURITIES LAWS OF THE STATES IN WHICH THE BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEFFHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON TliE MERFFS OF THE BONDS OR THE ACCURACY OR COMPLETENESS OF THIS LIMFFED OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. THE BONDS HAVE RISK CHARACTERISTICS WHICH REQUIRE CAREFUL ANALYSIS AND CONSIDERATION BEFORE A DECISION TO PURCHASE IS MADE. THE BONDS SHOULD BE PURCHASED BY INVESTORS WHO HAVE ADEQUATE EXPERIENCE TO EVALUATE THE MERFFS AND RISKS OF THE BONDS. PROSPECTIVE E^TVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS LIMFTED OFFERING MEMORANDUM OR ANY PRIOR OR SUBSEQUENT COMMUNICATION FROM THE UNDERWRFFERS, THEIR AFFILL\TES, OFFICERS AND EMPLOYEES OR ANY PROFESSIONAL ASSOCL\TED WFFH THIS OFFERING AS INVESTMENT OR LEGAL ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT FFS OWN COUNSEL, ACCOUNTANT AND OTHER ADVISORS AS TO FINANCL\L, LEGAL AND RELATED MATTERS CONCERNING THE INVESTMENT DESCRIBED HEREIN. 10/2/2002 REPORTS OF COMMITTEES 93859

CITY OF CHICAGO

MAYOR Richard M. Daley

CITY TREASURER Judith C. Rice

CITY CLERK James J. Laski

CITY COUNCIL COMMITTEE ON FINANCE Edward M. Burke, Chairman

CHIEF nNANCIAL OFFICER Walter K. Knorr

BUDGET DIRECTOR William F. Abolt

CITY COMPTROLLER Tariq Malhance

CORPORATION COUNSEL Mara S. Georges, Esq.

CO-BOND COUNSEL Foley & Lardner Chicago, Illinois

Pugh, Jones & Johnson, P.C. Chicago, Illinois

FINANCIAL ADVISOR Speer Financial, Inc. 93860 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

$60,000,000* CITY OF CHICAGO Special Assessment Improvement Bonds Series 2002 (Lakeshore East Project)

INTRODUCTORY STATEMENT

This Limited Offering Memorandum, which includes the cover page and Appendices attached hereto, is provided to fumish information in connection with the issuance and sale by the City ofChicago (the "City") of $60,000,000* aggregate principal amount of its Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project) (the "Bonds"). The Bonds will be issued by the City pursuant to (i) Section 6(1) of Article VH of the Illinois Constitution, Dirision 2 of Article 9 of the Illinois Municipal Code, as modified and supplemented by Section 075, Title 2 of Chapter 102 of the Municipal Code of Chicago, the Special Assessment Supplemental Bond and Procedures Act, 50 ILCS 460, the Local Govemment Debt Reform Act, 30 ILCS 350, and an Intergovernmental Agreement between the City and the Chicago Park District (collectively, the "Authorizing Acts"), and (ii) An Ordinance Authorizing the Issuance of $60,000,000 Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project) of the City of Chicago, Illinois, to Finance the Acquisition and Construction of Local Improvements adopted by the Corporate Authorities ofthe City on , 2002 Proriding for tiie Issuance ofthe Bonds (the "Supplemental Ordinance"). The Bonds will be issued as fully registered bonds without coupons in book-entry form only in denominations of $100,000 or any integral multiple of $1,000 in excess thereoL The Bonds will be secured primarily by special assessments (the "Assessments") to be imposed on lots (each a "Lot" as such term is defined in the Trust Indenture and collectively, the "Site") benefited by the hereinafter described Improvement. The Assessments have been approved by the Circuit Court of Cook County, Illinois, County Department, County Dirision (the "Court") following notice and proceeding as required by the Authorizing Acts. In addition, the Bonds will be payable fi-om and secured by certain fimds established pursuant to the Supplemental Ordinance and the Tmst Indenture dated as of , 2002 (tiie "Trust Indenture") between the City and BNY Midwest Tmst Company, as trustee (tiie "Tmstee"). See "THE BONDS." Capitalized terms used but not defined herein shall have the nieaning given such terms in the Trust Indenture. See "APPENDIX B - Tmst Indenture."

$42,300,000* ofthe proceeds from the sale ofthe Bonds (together with interest eamings thereon) witi be used to finance a portion of the cost of acquisition and constmction of certain public improvements by the City, consisting ofi sanitaiy sewers, storm sewers, watermains, streets, curbs, gutters, sidewalks, street lights, park improvements, right-of-way improvements, road improvements, grading, excavation, landscaping, architectural and engineering serrices (collectively, the "Improvement"). The remainder of the proceeds of the Bonds will be used to: (i) make a deposit to the Debt Serrice Reserve Account ofthe Debt Serrice Fund for the Bonds in the amount ofthe Debt Serrice Reserve Requirement equal to $6,000,000*; (ii) fiind capitalized interest in the amount of $9,300,000*; and (iii) fund costs of issuance. See "PLAN OF FINANCE."

The Improvement constitutes a portion of the public infrastmcture improvements required to be undertaken by Lakeshore East L.L.C. and Lakeshore East Development Group LLC (collectively, the "Developer") pursuant to the Development Agreement and the Construction and Maintenance Agreement, each by and among the City and the Developer (collectively, the "Development Agreement"). In addition

^i Preliminary, subject to change. 10/2/2002 REPORTS OF COMMITTEES 93861

to the Improvement, pursuant to the Development Agreement, the Developer and other developers who may purchase portions ofthe Site fi-om the Developer are expected to develop residential and commercial stmctures as well as other improvements on tiie Site (collectively, the "Development"). Further information regarding the Developer, its principals and related affiliates is set forth in APPENDIX A.

The Assessments will be imposed in amounts sufficient to pay debt serrice on the Bonds, pay Costs of Making and Levying as described herein under "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS-Funds and Accounts-Making and Levying Fund; Deposits; Payment of Costs of Making and Levying" and make deposits to the General Reserve Fund as described herein under "SECURFTY AND SOURCE OF PAYMENT FOR THE BONDS-Funds and Accounts-General Reserve Fund." See "SPECIAL ASSESSMENT ROLL."

Pursuant to the Tmst Indenture, a portion ofthe proceeds ofthe Bonds will be used to acquire and constmct the Improvement, including costs of issuance of the Bonds, and will be placed in an Improvement Fund established thereunder. The amounts held in the Improvement Fund will be available for disbursement for acquisition and constmction ofthe Improvement upon the receipt by the Tmstee ofa Written Request from the City which shall state in respect of each payment to be made: (i) the name and address of tiie person, firm or corporation to whom payment is due (which may be the City if the City prorided the Costs of the Improvement which is the basis of such payment); (ii) the amount to be paid; and (iii) the particular item ofthe Costs ofthe Improvement to be paid and that the cost or the obligation in the stated amount is a proper charge against the Improvement Fund which has not been preriously paid, together with appropriate supporting documentation eridencing the obligation to make such payment. If such Written Request relates to costs of acquisition, installation or constmction of the Improvement then such Written Request shall be submitted with the signed certificate of the City Engineer approring such payment. Each such Written Request (together with the certificate of the City Engineer, if required) shall be sufficient evidence to the Trustee: (1) that obligations in the stated amounts have been inciured by the City and that each item thereof is a proper charge against the Improvement Fund; and (2) that there has not been filed with or served upon the City notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any ofthe persons named in such Written Request which has not been released or will not be released simultaneously with the payment of such obligation other than materialmen's or mechanics' liens accming by mere operation of law.

IN THE OPINION OF CO-BOND COUNSEL, THE BONDS WILL CONSTITUTE VALID AND LEGALLY BINDING LIMITED OBLIGATIONS OF THE CITY, PAYABLE SOLELY AND ONLY FROM THE ASSESSMENTS AND AMOUNTS ON DEPOSFF IN CERTAIN OF THE FUNDS AND ACCOUNTS ESTABLISHED AND MAINTAINED UNDER THE TRUST INDENTURE, AS SET FORTH HEREIN. THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE CFFY AND NEFTHER THE FULL FATFH AND CREDFT NOR THE GENERAL TAXING POWER OF THE CFFY, THE COUNTY OF COOK, THE STATE OF ILLINOIS, OR ANY POLTTICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. NO HOLDER OF ANY BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY TAXING POWER OF THE CFTY FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS. THE BONDS DO NOT CONSTFTUTE INDEBTEDNESS OF THE CFTY WTTHIN ANY CONSTFFUTIONAL OR STATUTORY LIMFF.

A copy of any document or agreement refened to herein may be obtained from the Underwriters upon request from William Blair & Company, L.L.C. 93862 JOURNAL-CITYCOUNCIL-CHICAGO , 10/2/2002

THE BONDS

General Description of the Bonds

The Bonds will be issued in the aggregate principal amount of $60,000,000*, will bear interest at the rates and mature in the amounts and on the dates as set forth on the cover page of this Limited Offering Memorandum, subject to optional or mandatory redemption as described herein. The Bonds will be issued only as fully registered bonds without coupons in book-entry form in authorized denominations of $100,000 or any integral multiple of $1,000 in excess thereof.

The Depository Tmst Company, New York, New York ("DTC"), will act as securities depository for the Bonds. Principal of, premium, if any, and interest on the Bonds will be paid by the Tnistee directly to DTC, which will remit such principal, premium, if any, and interest to DTC's Participants, who, in tum will be responsible for remitting such payments to the Beneficial Owners ofthe Bonds. See "THE BONDS - Book-Entiy Only System."

Interest on the Bonds will be paid in lawful money ofthe United States of America semiannually on June 1 and December 1 ofeach year (each, an "Interest Payment Date"), commencing December 1, 2002. Interest on the Bonds shall be calculated on the basis ofa 360-day year composed of twelve 30-day months.

The sum of $60,000,000* shall be bonowed by the City pursuant to the Authorizing Acts for the purpose of paying the costs ofthe Improvement, including acquisition costs, the costs ofthe issuance of the Bonds, making a deposit to the Debt Serrice Reserve Account of the Debt Serrice Fund and proriding for capitalized interest on the Bonds. In eridence of such bonowing, the Bonds in the aggregate principal amount of $60,000,000* shall be issued as provided in the Supplemental Ordinance and the Trust Indenture. The Bonds shall be designated "Special Assessment Improvement Bonds, Series 2002 (Lakeshore East Project)." Each Bond shall be dated the date of delivery (tiie "Dated Date") and shall bear interest from the Interest Payment Date next preceding the date of registration and authentication thereof unless such Bond is registered as of an Interest Payment Date, in which event it shall bear interest from the date thereof, or unless such Bond is registered prior to the first Interest Payment Date, in which event it shall bear interest from the Dated Date, or unless, as shown by the records ofthe Trastee, interest on such Bond shall be in default, in which event it shall bear interest from the date to which interest has been paid in full.

^ Preliminary, subject to change. 10/2/2002 REPORTS OF COMMITTEES 93863

Redemption

Mandatory Redemption. The Bonds maturing on December 1, are subject to mandatory redemption by operation of the Debt Serrice Account of the Debt Serrice Fund , in part and by lot, at the Redemption Price of par and accmed interest to the date of redemption on December 1 ofthe years and in the Sinking Fund Installments as follows:

Date Amount* Date Amount* December 1, 2008 December 1, 2021 December 1, 2009 December 1, 2022 December 1, 2010 December 1,2023 December 1,2011 December 1,2024 December 1, 2012 December 1,2025 December 1, 2013 December 1,2026 December 1, 2014 December 1,2027 December 1, 2015 December 1,2028 December 1, 2016 December 1,2029 December 1,2017 December 1, 2030 December 1,2018 December 1,2031 December 1,2019 December 1, 2032 (final maturity) December 1,2020

*Pre1iininaTy, subject to change.

The Bonds maturing on December 1, are subject to mandatory redemption by operation of the Debt Serrice Account of the Debt Serrice Fund , in part and by lot, at the Redemption Price of par and accraed interest to the date of redemption on December 1 of the years and in the Sinking Fund Installments as follows:

Date Amount* Date Amount*

December 1, 2008 S December 1,2021 $ December 1,2009 December 1,2022 December 1, 2010 December 1, 2023 December 1,2011 December 1,2024 Deceniber 1,2012 December 1, 2025 December 1, 2013 December 1, 2026 December 1, 2014 December 1,2027 December 1, 2015 December 1,2028 December 1, 2016 December 1, 2029 December 1, 2017 December 1,2030 December 1,2018 December 1,2031 December 1,2019 December 1, 2032 (final maturity) December 1,2020

•Preliminaiy, subject to change. 93864 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Optional Redemption. The Bonds are subject to redemption prior to maturity at the option ofthe City, in whole or in part, on any date on or after December 1, 2012, and ifless than all ofthe Bonds are to be redeemed, then by lot, in integral multiples of $1,000, at the Redemption Price of par and accraed interest plus a bond premium (expressed as a percentage of principal amount redeemed) of the amounts for the periods as follows:

FROM TO AND INCLUDING BOND PREMIUM

December 1,2012 November 30, 2013 2% December 1, 2013 November 30, 2014 1 December 1, 2014 and Thereafter 0

In the event of the redemption by the City of less than all the Bonds of like Series and maturity with respect to which Sinking Fund Installments have been established, the principal amount so redeemed shall be credited against the unsatisfied balance of future Sinking Fund Installments or the final maturity amount established with respect to such Bonds, in such amount and against such Sinking Fund Installments or final maturity amount as shall be detennined by the City in a Written Certificate of the City filed with the Trastee prior to the mailing of the notice of redemption of such Bonds or, in the absence of such determination, shall be credited pro-rata against the applicable Sinking Fund Installments and final maturity amount.

Special Mandatory Redemption. The Bonds are also subject to mandatory redemption on any Interest Payment Date, by operation ofthe Prepayment Account of the Debt Serrice Fund, in part and by lot, at the Redemption Price equal to the principal amount thereof to be redeemed plus, if such Bonds are to be redeemed during any period shown in the following table, a bond premium (expressed as a percentage of principal amount redeemed) ofthe amounts for the periods as follows:

FROM TO AND INCLUDING BOND PREMIUM

Issue Date November 30, 2012 3% December 1, 2012 November 30, 2013 2 December 1, 2013 November 30, 2014 I December 1,,201 4 and Thereafter 0

In the event of the mandatory redemption of Bonds by operation of the Prepayment Account of the' Debt Serrice Fund as described above, the principal amount so redeemed shall be credited pro-rata against the unsatisfied balance of future Sinking Fund Installments and final maturity amount of the Bonds.

Selection of Bonds to Be Redeemed by Lot. In the event of the redemption of less than all the Outstanding Bonds of like Series and maturity, the Trastee will assign to each such Outstanding Bond a distinctive number for each $1,000 of the principal amount of such Bond and shall select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers assigned to such Bonds as many numbers as, at $1,000 for each number, shall equal the principal amount ofsuch Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected, but only so much ofthe principal amount ofeach such Bond ofa denomination of more than $1,000 shall be redeemed as shall equal $1,000 for each number assigned to it and so selected.

Notice of Redemption. When redemption of Bonds is authorized or required pursuant to the Tmst Indenture, the Trastee shall give notice, in the name of the City, of the redemption, which notice shall specify the Bonds to be redeemed, whether the redemption is conditioned upon the deposit of funds 10/2/2002 REPORTS OF COMMITTEES 93865 sufficient to effect the redemption, the redemption date, and the place where amounts due upon such redemption will be payable. Such notice shall further state that on such date there shall become due and payable upon each Bond to be redeemed the Redemption Price thereof, or the Redemption Price of the specified portions of the principal thereof in the case of Bonds to be redeemed in part only, together with interest accraed to the redemption date, and that from and after such date interest thereon shall cease to accrae and be payable. Such notice shall be mailed by first class mail, postage prepaid, by the Trastee, not less than 30 days nor more than 60 days prior to the redemption date, to the Owners of any Bonds or portions of Bonds which are to be redeemed, at their last addresses, if any, appearing upon the registry books of the Bond Registrar; prorided that if all Bonds are held in book-entry form such notice may be given in accordance with the representation letter of the Securities Depository. Failure to give notice of redemption by mail, or any defect in such notice, to the Owner of any Bond shall not affect the validity of the proceedings for the redemption ofany other Bonds. Reference is further expressly made to any means of giring notice of redemption as may be agreed upon between the City and the Securities Depository, which notice may be given in lieu ofthe mailed notice to Owners hereinabove specified.

Payment of Redeemed Bonds. Notice haring been given in the manner prorided above, the Bonds or portions thereof so called for redemption shall become due and payable on the redemption date so designated at the Redemption Price and, upon presentation and surrender thereof at the office specified in such notice, such Bonds, or portions thereof, shall be paid at the Redemption Price. If there shall be drawn for redemption less than all of a Bond, the City shall execute and the Trastee shall authenticate and deliver, upon the surrender of such Bond, without charge to the Owner thereof, for the unredeemed balance of the principal amount of the Bonds so surrendered. Bonds of like Series and maturity and interest rate in any of the Authorized Denominations. If, on the redemption date, moneys for the redemption of all the Bonds or portions thereof of any like Series and maturity, to be redeemed, together with interest to the redemption date, shall be held by the Trastee so as to be available therefor on said date and if notice of redemption shall have been given as aforesaid, then, from and after the redemption date interest on the Bonds or portions thereof of such Series and maturity so called for redemption shall cease to accme and become payable. If said moneys shall not be so available on the redemption date, such Bonds or portions thereof shall continue to bear interest until paid at the same rate as they would have bome had they not been called for redemption.

Prepayment of Assessments

Under the Authorizing Acts, all or any portion of the Assessments are subject to any prepayment at any time. The Servicing Agent is obligated by the Serricing Agreement and the Trast hidenture to calculate the proper amount of prepayment for any Lot, as follows:

The amount of the then current unpaid Assessment (or portion thereof) with respect to such Lot shall be determined (being the sum of the unpaid amounts in the Roll Component "Total Assessment" for such Lot taking into account any interest and charges related to delinquencies in payment and also such interest, accming at the rate of % per annum, as may be payable since the last payment made with respect to such Lot's Assessment). This amount shall be reduced by an amount calculated as follows: a ratio shall be determined which shall be the unpaid amounts in the Roll Component "Total Assessment" for such Lot divided by the total of all Assessments then remaining unpaid (including the amount represented by the Prepayment and delinquent Assessments, but only so much thereof as represents the delinquent amount from the Roll Component "Total Assessment"); such quotient shall be multiplied by the amount, to be provided by the Trastee, as the amount (net of any interest eamings accraed) on deposit to the credit of the Debt Serrice Reserve Account. 93866 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

After determination ofthe proper amount for Prepayment, as specified above, the Servicing Agent is obligated to proride such calculation and infomiation to the Assessee and the City. There shall be a (five (5)1 business day interim after receipt of such information from the Serricing Agent for inquiry or conection by the City; and, thereupon, the Tmstee is authorized to accept Prepayment with respect to such Lot and give receipt for same. The amount so received shall immediately be deposited by the Trastee in the Prepayment Account. At such time, the Servicing Agent shall write the word "Paid" on the Roll opposite the Lot on which the Assessment (or portion thereof) is prepaid, together with the name and post office address ofthe person making the prepayment and the date of same, or otherwise note that the Assessment (or portion thereof) has been prepaid. Pursuant to the Authorizing Acts, when the amount of any Prepayment has been made in full, the City, with the cooperation of the Tmstee, shall execute and record, in the Recorder's Office of Cook County, a release ofthe Special Assessment Lien with respect to such Lot for which such Prepayment has been made and shall deliver a copy of such release to the owner of such Lot.

Additional Bonds

Other than the Bonds, no obligations may be issued under the Trust Indenture other than obligations to refund part or all of the Bonds then Outstanding, but only if, as of the time immediately following the issuance of such refunding bonds, the Debt Serrice for each Bond Year on all Bonds then outstanding is no greater than the Debt Serrice in each year on all Bonds then outstanding as of the time immediately prior to the issuance ofsuch refunding bonds.

Book-Entry Only System

The Depository Trast^lompany ("DTC") will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fiilly-registered Bond certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

DTC is a limited-purpose trast company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "cl'earing agency" registered pursuant to the prorisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and prorides asset serricing for over 2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instraments from over 85 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry fransfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trast companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in tum, is owned by a number of Direct Participants of DTC and Members of the National Series Securities Clearing Corporation, Govemment Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trast companies, and clearing corporations that clear through or maintain a custodial relationship 10/2/2002 REPORTS OF COMMITTEES 93867 with a Direct Participant, either directiy or indirectiy ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in tum to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations proriding details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use ofthe book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be govemed by anangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Trast Indenture. For example. Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the altemative. Beneficial Owners may wish to proride their names and addresses to the registrar and request that copies of notices be prorided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and diridend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or the Tmstee, on a payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be govemed by standing instractions and customary practices, as is the case with securities held for the accounts of customers in 93868 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002 bearer form or registered in "sfreet name," and will be the responsibility of such Participant and not of DTC nor its nominee, the Trustee, the Developer or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and diridend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Trastee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue proriding its services as depository with respect to the Bonds at any time by giring reasonable notice to the City or the Trastee. Under such circumstances, in the event that a successor depository is not obtained. Bond certificates are required to be printed and delivered.

The City may decide to discontinue use ofthe system of book-entry transfers through DTC (or a successor securities depository). In that event. Bond certificates will be printed and delivered.

THE INFORMATION PROVIDED ABOVE HAS BEEN PROVIDED BY DTC. NO REPRESENTATION IS MADE BY THE CTTY, THE TRUSTEE, THE DEVELOPER OR THE UNDERWRITERS AS TO THE ACCURACY OR ADEQUACY OF SUCH INFORMATION PROVIDED BY DTC OR AS TO THE ABSENCE OF MATEIUAL ADVERSE CHANGES IN SUCH INFORMATION SUBSEQUENT TO THE DATE HEREOF.

For so long as the Bonds are registered in the name of DTC or its nominee, Cede & Co., the City and the Tnistee will recognize only DTC or its nominee. Cede & Co., as the registered owner of the Bonds for all purposes, including payments, notices and voting.

Under the Trast Indenture, payments by the Trastee to DTC or its nominees will satisfy the City's obligations under the Trast Indenture, to the extent ofthe payments so made.

Neither the City, the Underwriters, the Developer nor the Trastee will have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, its nominee or any DTC Participant or Indirect Participant with respect to any beneficial ownership interest in any Bond, (ii) the delivery to any DTC Participant or Indirect Participant or any other Person, other than an owner, as shown in the Bond Register, of any notice with respect to any Bond including, without limitation, any notice of redemption, tender, purchase or any event which would or could give rise to a tender or purchase right or option with respect to any Bond, (iii) the payment of any DTC Participant or Indirect Participant or any other Person, otKer than an owner, as shown in the Bond Register, of any amount with respect to the principal of, premium, if any, or interest on, or the purchase price of, any Bond or (iv) any consent given by DTC as registered owner.

Prior to any discontinuation of the book-entry only system described above, the City and the Trastee may treat DTC as, and deem DTC to be, the absolute owner of the Bonds for all purposes whatsoever, including, without limitation, (i) the payment of principal of, premium, ifany, and interest on the Bonds, (ii) giring notices of redemption and other matters with respect to the Bonds, (iii) registering transfers with respect to the Bonds and (iv) the selection of Bonds for redemption.

PLAN OF FINANCE

The information prorided in the following Sections under "General," "The Land Seller" and "The Bank Financing" has been provided by the Developer and has not been independentiy verified by the City. 10/2/2002 REPORTS OF COMMITTEES 93869

General

The Site is expected to be developed by the Developer and other developers who may purchase portions of the Site from the Developer. Other than the proceeds from the Bonds, the Developer shall proride all the fiindsnecessar y to complete the Improvement and the Development. As shown under the caption "PLAN OF FINANCE - Estimated Sources and Uses of Funds - Public Improvements" and "Estimated Sources and Uses of Funds - Private Improvements" the main sources ofDeveloper financing, in addition to the proceeds of the Bonds, include bank financing from LaSalle Bank N.A. (the "Bank"), the seller of the Site and Developer equity. See "The Land Seller," "The Bank Financing" and "Developer Equity."

The Land SeUer

The land seller is a joint venture between Mefropolitan Stractures and PepsiAmerica (the "Land Seller"). The Land Seller has prorided financing, subordinate to the Bank financing, for $23,900,000 plus one half the cost of enrironmental remediation up to a maximum of $2,750,000. It is expected that upon issuance ofthe Bonds, the Land Seller financingwil l be reduced by $13,000,000 with the remaining amount expected to be retired in 2007, based on the Developer's projection of sales and build out. See "RISK FACTORS - Enrironmental."

The Bank Financing The Bank has prorided a line of credit to Lakeshore East L.L.C. of $76,000,000, of which no more than $50,000,000 can be outstanding at any one time. Upon issuance of the Bonds, the Bank's existing balance of approximately $37,500,000 borrowed under the line of credit will be reduced by approximately $14,000,000 to leave an outstanding balance of approximately $23,500,000. This results in availability under the line of credit of approximately $38,500,000 for improvements and other development purposes, subject to the terms, conditions and requirements of drawing on the line of credit contained in the applicable documents. Advances under this line will be repaid from sales ofthe Lots.

Developer Equity

Upon issuance ofthe Bonds, the Developer will have contributed approximately $10,896,976 in equity for constraction of the Improvement and committed approximately $13,203,024 in additional equity for the constmction of private improvements. In addition, the Developer has pledged a $8,000,000 letter of credit to the Bank.

The Improvement The Improvement consists of land acquisition and public improvements, including sanitary sewers, storm sewers, watermains, streets, curbs, gutters, sidewalks, street lights, park improvements, right-of-way improvements, road improvements, grading, excavation, landscaping, architectural and engineering serrices. See "PLAN OF FINANCE - Estimated Sources and Uses of Funds - Public Improvements" and "Estimated Sources and Uses of Funds - Private Improvements." 93870 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

ESTIMATED SOURCES AND USES OF FUNDS*- PUBLIC IMPROVEMENTS

The information provided in the following chart has been provided by the Developer and has not been independently verified by the City.

PUBLIC IMPROVEMENTS (1) BOND DEVELOPER DESCRIPTION NOTE PROCEEDS FUNDS TOTAL 1 SOURCES OF FUNDS Bond Proceeds S 60,000,000 - S 60,000,000 Equity - S 10,896.976 S 10.896,976 Interest Earnings (2) ? 482.285 . 482.285 Toul Sources S 60,482,285 S 10,896,976 s 71479,261

USE OF FUNDS Land Acquisition $ 25.833.466 s 25,833,466 Subtotal S 25.833.466 - s 25333,466

Hard Costs (3) General Conditions $ 2.840.806 - s 2,840,806 Utilities S 2.961.702 S 2.159.762 s 5,121,464 On-grade roadways S 661.705 S 3.718.839 s 4480,544 Bridge structure roadways - S 4,848,046 s 4348,046 Park $ 6438.217 - s 6438,217 Contingency JL 482.285 _ 482.285 S 13.484,715 S 10,726.647 s 24,211462

Soft Costs (3) Pre-Development $ 1.261.526 - s 1,261,526 Architectural/Engineering S 2,202478 S 170429 s 2472,907 Subtotal S 3.464,104 S 170429 s 3,634,433

Bond Costs Debt Service Reserve (4) $ 6,000,000 - s 6,000,000 CapiUlized Interest (5) S 9400,000 - s 9400,000 Prepaid Servicer Fees S 50,000 - s 50,000 Costs of Issuance JL 2,350,000 . $ 2450,000 Subtotal 17.700.000 17,700,000

Total Uses S 60,482,285 S 10,896,976 S 71479,261 FOOTNOTES: * Preliminary, subject to change. (1) The Public Improvements Sources and Uses is based off the original engineer's estimates submitted to the Board of Local Improvements on May 28.2002. (2) Estimated based on projected interest eamings on the Capitalized Interest Fund Ithrough 12/04|, the debt service reserve fund (through 12/04) and the Improvement Fund (assumed to be drawn in twelve equal monthly installments). All interest is assumed to accrue at 2.25%. (3) Original numbers are from approved Engineer's Estiinate from schematic civil engineering plans. Figures may be revised based on final terms of the construction contract. (4) Interest on the Debt Service Reserve Fund is estimated to accrue at an annual rate of 2.25%. (5) Interest on the Capitalized Interest Fund and the Improvement Fund is estimated to accrue at an annual rate of 2.25%. 10/2/2002 REPORTS OF COMMITTEES 93871

ESTIMATED SOURCES AND USES OF FUNDS* - PMVATE IMPROVEMENTS

OTHER DEVELOPER DESCRIPTION NOTE FUNDS

SOURCES OF FUNDS Bank Debt (1) $38,742,339 Seller Financing (2) 11,176,873 Equity (3) 13.203.024 Total Sources $63,122,236

USE OF FUNDS Land Acquisition $53,621,754 Enrironmental Remediation (4) 646,277 School Contribution 3,500,000 Other Hard & Soft Costs 5.354.205 Total Uses $63,122,236

FOOTNOTES: * Preliminary, subject to change. (1) See "PLAN OF FINANCE - Bank Financing" (2) See "PLAN OF FINANCE-The Und Seller" (3) See "PLAN OF FINANCE - Equity" (4) See "PROPOSED DEVELOPMENT - Environmental" 93872 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

SPECIAL ASSESSMENT ROLL*

The following table sets forth pertinent portions ofthe Assessment Roll:

Total'" Construction Levying & Reserve for Total Interest'" Assessment Date & Bonding Collecting Deficiency /^sessment Component with Interest

9/1/02 S -0- $ -0- $ -0- $ .0- J -0- $ -0- 3/1/03 -0- -0- -0- -0- .0- .0- 9/1/03 -0- .0- -0- -0- .0- -0- 3/1/04 -0- .0- -0- -0- .0- -0- 9/1/04 -0- .0- .0- .0- -0- -0- 3/1/05 -0- .0- -0- -0- 2475480.92 2475480.92 9/1/05 -0- .0- .0- .0- 2475480.92 2475480.92 3/1/06 -0- -0- -0- -0- 2475480.92 2475480.92 9/1/06 .0- -0- -0- .0- 2475480.92 2475480.92 3/1/07 -0- .0- .0- -0- 2475480.92 2475480.92 9/1/07 .0- -0- -0- -0- 2475480.92 2475480.92 3/1/08 160.000.00 8,988.77 10.786.52 179,775.28 2475480.92 2,455,056.20 160,000.00 8,988.77 10,786.52 179.775.28 2469413.51 2,448,988.78 m3/1/0m9 202,000.00 11,348.32 13.617.98 226,966.28 2463,146.09 2,490,112.37 9/1/09 202,000.00 11,348.32 13,617.98 226,966.28 2455,485.98 2,482,452.26 3/1/10 248,000.00 13,932.59 16,719.10 278,651.66 2447425.87 2426,477.53 9/1/10 248,000.00 13,932.59 16,719.10 278,651.66 2438,421.37 2417,073.03 3/1/11 297,000.00 16,685.40 20,022.47 333,707.85 2429,016.88 2462.724.73 9/1/11 297,000.00 16,685.40 20,022.47 333,707.87 2417.754.24 2.551.462.11 3/1/12 350,500.00 19,691.01 23,629.21 393,820.24 2406,491.60 2.600411.84 9/1/12 350400.00 19,691.01 23,629.21 393420.24 2.193400.17 2487,020.40 3/1/13 408,000.00 22,921.35 27,505.62 458,426.97 2.179,908.73 2,638435.70 9/I/I3 408,000.00 22,921.35 27,505.62 458,426.97 2,164,436.82 2,622,863.79 3/1/14 471400.00 26,488.77 31,786.52 529.775.29 2,148,964.91 2,678.740.21 9/1/14 471400.00 26,488.77 31,786.52 529,775.29 2.131,085.00 2,660,860.29 3/1/15 539400.00 30408.99 36470.79 606.179.78 2,113405.08 2,719484.86 9/1/15 539400.00 30408.99 36470.79 606.179.77 2,092,746.51 2,698,926.28 3/1/16 613400.00 34,466.30 41459.55 689425.86 2,072487.94 2,761,613.80 9/1/16 613400.00 34,466.30 41459.55 689425.86 2,049,023.20 2,738449.05 2,025,758.45 3/1/17 693400.00 38,960.68 46,752.81 779413.49 2,804,971.94 1,999,459.99 2,778,673.48 9/1/17 693400.00 38,960.68 46,752.81 779413.49 1,973,161.54 2449.004.26 3/I/I8 779400.00 43,792.14 52450.56 875,842.72 1.943,601.85 2419.444.57 9/1/18 779,500.00 43,792.14 52,550.56 875.842.72 1,914,042.16 2494,379.24 3/1/19 872400.00 49.016.86 58,820.23 980437.08 1.880.955.78 2,861,292.86 9/1/19 872,500.00 49,016.86 58,820.23 980437.08 1,847,869.40 2,941,127.83 3/1/20 973,000.00 54,662.93 65,595.51 1.093458.43 1410.971.93 2,904430.36 9/1/20 973,000.00 54,662.93 65495.51 1.093458.43 1.774.074.46 2,989443.01 3/1/21 1,081400.00 60.758.44 72,910.12 1415.168.55 1,733,062.52 2,948431.07 9/1/21 1,081400.00 60,758.44 72,910.12 1415.168.55 1.692.050.58 3,038,679.82 3/1/22 / 1.198400.00 67,331.47 80,797.76 1446,629.24 1.646.601.84 2,993431.08 9/1/22 1,198,500.00 67,331.47 80,797.76 1446,629.24 1,601.153.11 3,089,917.18 3/1/23 1425,000.00 74,438.21 89425.85 1,488,764.07 1450,907.32 3,039,671.39 9/1/23 1425,000.00 74,438.21 89425.85 1,488,764.07 1400.661.53 3,146,167.16 3/1/24 1,464,500.00 82475.29 98,730.34 1.645405.62 1.445,125.72 3,090,631.34 9/1/24 1,464400.00 82,27579 98,730.34 1.645405.62 1489489.90 3404,758.47 3/1/25 1,615,500.00 90,758.44 108,910.12 1,815,168.57 1428,327.96 3,143.496.53 9/1/25 1,615400.00 90,758.44 108,910.12 1,815,168.57 1467.066.02 3465480.64 3/1/26 1,778400.00 99.915.74 119,898.88 1,998414.62 1,199.622.91 3,197,937.52 9/1/26 1,778400.00 99.915.74 119,898.88 1,998414.62 1,132.179.79 3428447.22 3/1/27 1.954400.00 109,803.39 131,764.05 2,196,067.43 1.058,062.51 3454,129.94 9/1/27 1,954400.00 109,803.39 131,764.05 2,196.067.43 983,945.24 3493.495.82 3/1/28 2,144400.00 120.477.55 144,573.04 2.409450.58 902,622.90 3412.173.49 9/1/28 2,144400.00 120,477.55 144473.04 2,409450.58 821400.57 3,461,750.05 3/1/29 2450,000.00 132,022.49 158,426.97 2,640,449.47 732,185.40 3472.634.87 9/1/29 2450,000.00 132,022.49 158,426.97 2,640,449.46 643,070.23 3432.957.90 3/1/30 2472,000.00 144,494.40 173493.27 2,889,887.66 545436.52 3.435,424.19 9/1/30 2472,000.00 144,494.40 173493.27 2,889,887.66 448.002.82 3,606,429.82 3/1/31 2,811,000.00 157,921.37 189,505.63 3,158,427.00 341.405.90 3,499432.90 9/1/31 2,811,000.00 157,921.37 189,505.63 3,158,427.00 234,808.99 3,713,460.74 3/1/32 3.096,000.00 173,932.61 208,719.11 3,478,651.75 117.404.50 3.596.056.26 9/1/32 3.096,000.00 173.932.61 208.719.11 3,47?.651.77 $94,483,770.71 $161,899,501.71 $60,000,000.00 J3470.787.00 54,044,944.00 £67,415,731.00 * Preliminary , subject to change. (1) Estimated 10/2/2002 REPORTS OF COMMITTEES 93873

DEBT SERVICE COVERAGE*

The following table sets forth the annual debt service schedule and coverage ratios for the Bonds based on the interest rate jet forth on the cover ofthis Limited Offering Memorandum and scheduled mandatory redemptions described herein, assuming no ether redemptions are made:

Total Deposit to Debt Assessment Capitalized Levying & Net Debt Service Date with Interest Interest Collecting Assessment Service Coverage

2002 $1,200,000 $1,200,000 NA 2003 $ 4,050,000 $ 4,050,000 NA 2004 — 4,050.000 — 4,050,000 NA 2005 4,550,562 (227,528) 4,323,034 1.06 2006 4,550,562 (227,528) 4,323,034 1.06 2007 4,550,562 (227,528) 4,323,034 1.06 2008 4,904,045 (245,202) 4,658,843 1.06 2009 4,972,565 (248,628) 4,723,936 1.06 2010 5,043,551 (252,178) 4,791,373 1.06 2011 5,114,187 (255,709) 4,858,478 1.06 2012 5,187,332 (259,367) 4,927,966 1.06 2013 5,261,199 (263,060) 4,998,140 1.06 2014 5,339,600 (266,980) 5,072,620 1.06 2015 5,418,311 (270,916) 5,147,396 1.06 2016 5,499,963 (274,998) 5,224,965 1.06 2017 5,583,645 (279,182) 5,304,463 1.06 2018 5,668,449 (283,422) 5,385,026 1.06 2019 5,755,672 (287,784) 5,467,889 1.06 2020 5,845,358 (292,268) 5,553,090 1.06 2021 5,937,474 (296,874) 5,640,600 1.06 2022 6,031,911 (301,596) 5,730,315 1.06 2023 6,129,589 (306,479) 5,823,109 1.06 2024 6,236,799 (311,840) 5,924,959 1.06 2025 6,348,255 (317,413) 6,030,842 1.06 2026 6,463,318 (323,166) 6,140,152 1.06 2027 6,582,377 (329,119) 6,253,258 1.06 2028 6,705,669 (335,283) 6,370,386 1.06 2029 6,834,385 (341,719) 6,492,666 1.06 2030 6,968,382 (348,419) 6,619,963 1.06 2031 7,106,263 (355,313) 6,750,950 1.06 2032 7,309,517 (365,476) 6.944,041 1.06

* Preliminary, subject to change. (1) Interest is capitalized through (Dtctmbtr 1,2004|. 93874 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

SECURITY AND SOURCE OF PAYMENT FOR THE BONDS

General

The Bonds are limited obligations of the City, payable solely from (i) the Assessments and all interest and penalties derived therefi-om, (ii) the Special Assessment Lien, and (iii) all Funds and Accounts established under the Trust Indenture except (A) the Assessees' Credit Fund and (B) any Rebate Fund (collectively, the "Trust Estate"). See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS - Funds and Accounts."

THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. NO HOLDER OF THE BONDS SHALL HAVE THE RIGHT TO COMPEL THE APPROPRIATION OR TAXING POWER OF THE CITY, THE STATE OF ILLINOIS OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF ILLINOIS OR ANY USE OF THE GENERAL FUNDS OF THE CITY FOR PAYMENT OF PRINCIPAL OF OR INTEREST ON THE BONDS.

The Trust Estate is pledged to, and a security interest in the Trust Estate is granted to, the Trustee for the benefit of the Owners of the Bonds, subject only to the prorisions of the Trust Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in the Trust Indenture.

For the purpose of proriding the fiands required to pay the interest on the Bonds as it falls due and to pay and discharge the principal thereof at maturity, the Assessments will be imposed in amounts sufficient for that purpose. The City's Financial Adrisor has verified that the Assessments as imposed will exceed debt serrice on the Bonds, however, there can be no assurance that the amount of the Assessments actually collected will be sufficient for such purpose. Pursuant to a Serricing Agreement dated as of 1, 2002 (the "Servicing Agreement") among the City, BNY Assets Solution LLC (the "Serricing Agent") and the Trustee, the Serricing Agent is to administer the collection of the Assessments. See "THE SERVICING AGREEMENT."

Funds and Accounts

Improvement Fund. There shall be paid into the Improvement Fund the amount of $42,300,000"', which, together with interest eamings thereon will pay a portion ofthe costs of acquiring and constructing the Improvement. Amounts in the Improvement Fund shall be applied to pay the Costs of the Improvement in the maimer prorided below. There has been created a separate account within the Improvement Fimd designated the "Costs oflssuance Account" for the purposes described below.

The Trustee shall make payments from the Improvement Fund, except amounts to be transferred to the Final Cost Credit Account of the Assessees' Credit Fund, and payments of costs of issuance firom the Costs of Issuance Account, in the amounts, at the times, in the maimer, and on the other terms and conditions set forth in this paragraph and the paragraph below.

Before any payment is made from the Improvement Fund by the Trustee (except as otherwise prorided below), the City shall file with the Trustee a Written Request from the City, stating in respect of each payment to be made (A) the name and address of the person, firm or corporation to whom payment

,^ Preliminaiy. subject to change. 10/2/2002 REPORTS OF COMMITTEES 93875 is due (which may be the City if the City provided the Costs of Improvement which is the basis of such payment), (B) the amount to be paid, and (C) the particular item or items of the Costs of the Improvement to be paid and that the cost or the obligation in the stated amount is a proper charge against the Improvement Fund which has not been preriously paid. Each Written Request shall be in an amount equal to the portion of the Costs of the Improvement then incurred. If such Written Request relates to costs of acquisition, installation or construction of the Improvement then the Written Request shall be submitted with the signed certificate of the City Engineer approring such payment. Each such Written Request (together with the certificate of the City Engineer, if required) shall be sufficient evidence to the Trustee: (1) that obligations in the stated amount have been incurred by the City and that each item thereof is a proper charge against the Improvement Fimd; and (2) that there has not been filed with or served upon the City notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named in such Written Request which has not been released or will not be released simultaneously with the payment of such obligation other than materialmen's or mechanics' liens accruing by mere operation of law.

The Trustee shall issue its check for each payment required by such requisition or shall by interbank transfer or other method arrange to make the payment required by such requisition and promptly proride the City with written evidence thereof.

Amounts credited to the Making and Levying Fund which the City, after approval of the Court, determines to be in excess of the Final Cost, shall be transferred to the Final Cost Credit Account of the Assessees' Credit Fund.

Costs oflssuance Account. Amounts deposited into the Cost of Issuance Account shall be used solely for the purpose of paying costs incurred in connection with the issuance of the Bonds. Disbursement firom the Costs of Issuance Account shall be made by the Trustee upon receipt of a Written Request from the City which shall (i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made, that the disbursement is a proper expenditure from the Costs of Issuance Account, and payment instructions to the Trustee for the amount to be disbursed and (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any prerious request for disbursement. On the date which is six (6) months after the date of issuance of the Bonds, the Trustee shall transfer all amounts remaining in the Costs oflssuance Account to the Improvement Fund.

The City shall maintain on file with the Trustee a schedule of dates on which the City estimates thsvt money in the Improvement Fund will be expended and the amounts estimated to be required on those dates. The City may rerise such schedule at any time to reflect changes in the estimated dates and amounts. Amounts in the Improvement Fund shall be invested and reinvested by the Trustee, in accordance with written instructions received from an Authorized Officer ofthe City, so long as no Event of Default has occurred and is continuing, to the fullest extent practicable, in Investment Securities maturing in such amounts and at such times as may be necessary to make funds available when needed. The Trustee may, and to the extent required for payments from the Improvement Fund shall, sell any such Investment Securities at any time, and the proceeds ofsuch sale, and ofali payments at maturity and upon redemption of such investments, shall be held in the Improvement Fund.

All net income eamed on any moneys or investments in the Improvement Fund shall be held in the Improvement Fund and applied first, at the written direction of the City, to pay amounts of arbitrage rebate, and, if so required, be transferred to the Rebate Fund, and otherwise to pay Costs of the Improvement.

The completion of the Improvement shall be eridenced by the Final Cost Certificate as approved by order of the Court, which shall be filed with the Tmstee. 93876 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Disposition of Assessment Receipts. Pursuant to the Serricing Agreement, the Servicing Agent shall instruct the Assessees to send all payments directly to Harris Tmst and Sarings Bank (the "Lockbox Bank"). The Lockbox Bank is required to transmit the Installments and Prepayments or any other payment on account of the Assessment (collectively, the "Assessment Receipts") [daily] to the Tmstee for deposit into the Assessment Fund with respect to an Installment and for deposit into the Prepayment Account with respect to a Prepayment. Any proceeds received by the City or the Tmstee from any tax sale or foreclosure of a Lot shall be deposited by the Tmstee in the Assessment Fund [or upon receipt by the Trustee of a Written Certificate of the City to the Debt Serrice Fund to be used to redeem Bonds on the next succeeding date on which Bonds may be called for redemption].

Disposition of Moneys in the Assessment Fund. On May 15th of each year, the Tmstee shall fransfer all amounts on deposit in the Assessment Fund to the Funds and Accounts as follows:

A To the Making and Levying Fund, [5.0%] of the amount of each Installment so collected since the immediately preceding November 15 and then on deposit in the Assessment Fund inclusive of the amount of interest collected on the costs of making and levying portion of the Installment then remaining within the Assessment Fund.

B To the Debt Serrice Account of the Debt Service Fund, the amount required to be deposited therein so that the aggregate amount held in the Debt Service Account will equal the interest (exclusive of Capitalized Interest) due on all Bonds Outstanding on the June 1 Interest Payment Date.

On November 15* of each year, the Tmstee shall fransfer all amounts on deposit in the Assessment Fund to the Funds and Accounts as follows:

A. To the Making and Levying Fund, [5.0%] of the amount of each Installment so collected since May 15 and then on deposit in the Assessment Fund inclusive of the amount of interest collected on the making and levying portion of the Installment then remaining within the Assessment Fund.

B. To the Debt Service Account of the Debt Serrice Fund, the amount required to be deposited therein so that the aggregate amount held in the Debt Service Account will equal the interest and principal (exclusive of Capitalized Interest) due on all Outstanding Bonds on the December 1 Interest Payment Date.

C. To the Debt Service Reserve Account of the Debt Service Fund, a sum sufficient such that the amount to the credit of such account will be equal to the Debt Service Reserve Requirement.

D. To the General Reserve Fund, all amounts remaining.

Making and Levying Fund; Deposits; Payment of Costs of Making and Levying. The Costs of Making and Levying shall be paid by the Tmstee from time to time as they become due and payable from moneys in the Making and Levying Fund. The Tmstee shall disburse moneys for Costs of Making and Levying upon a Written Certificate of the City stating (i) the name and address of the person, firm or corporation to whom payment is due (which may be the City for costs advanced), (ii) the amount to be paid, and (iii) the nature ofthe payment and that the cost is a proper Cost of Making and Levying.

[ In the event that on any January 2 of any year amounts on deposit in the Making and Levying Fund exceed [$300,000], after satisfying any rebate obligations, the Tmstee shall, after giving the City 15 10/2/2002 REPORTS OF COMMITTEES 93877 days' advance written notice, fransfer amounts in excess of [$300,000] to the Aimual Interest Credit Account of the Assessees' Credit Fund unless otherwise directed by the City pursuant to a Written Request from the City.]

Debt Service Fund - Debt Service Account. The Tmstee shall pay out of the Debt Service Account (1) on or before each Interest Payment Date the amount required for the interest payable on such date exclusive of Capitalized Interest payable from the Series 2002 Capitalized Interest Fund; (2) on or before each Principal Installment due date, the amount required for the Principal Installment payable on such due date; and (3) on or before any redemption date for the Bonds, the amount required for the payment of interest on the Bonds then to be redeemed.

Amounts accumulated in the Debt Serrice Account with respect to any Sinking Fund Installment (together with amounts accumulated therein with respect to interest on the Bonds for which such Sinking Fund Installment was established) may and, if so directed by the City, shall be applied by the Tmstee, on or prior to the 60th day preceding the due date of such Sinking Fund Installment, to (1) the purchase of Bonds for which such Sinking Fund Installment was established, or (2) the redemption at the applicable sinking fund Redemption Price of such Bonds, if then redeemable by their terms. All purchases of any Bonds pursuant to this paragraph shall be made at prices not exceeding the applicable sinking fund Redemption Price of such Bonds, and such purchases shall be made by the Tmstee as directed by the City. The applicable sinking fund Redemption Price (or principal amount of maturing bonds) of any Bonds so purchased or redeemed shall be deemed to constitute part of the Debt Serrice Account until such Sinking Fund Installment date, for the purpose of calculating the amount on deposit in such account. As soon as practicable after the 45th day preceding the due date ofany such Sinking Fund Installment, the Tmstee shall proceed to call for redemption, by giring notice as provided in the Tmst Indenture, on such due date Bonds for which such Sinking Fund Installment was established (except in the case of Bonds maturing on a sinking Fund Installment date) in such amount as shall be necessary to complete the retirement of the unsatisfied balance of such Sinking Fund Installment after making allowance for any Bonds purchased or redeemed which the City has directed the Tmstee to apply as a credit against such Sinking Fund Installment as prorided in the Tmst Indenture. Such notice of redemption shall be given as prorided in the Indenture. The Tmstee shall pay out of the Debt Serrice Account on or before such redemption date (or maturity date), the amount required for the redemption of the Bonds so called for redemption (or for the payment of such Bonds then maturing). All expenses in coimection with the purchase or redemption of Bonds shall be paid from the Making and Levying Fund. Any purchase of Bonds pursuant to this paragraph may be made with or without tenders of Bonds and at either public or private sale, in such manner as the City may determine.

Debt Service Fund - Debt Service Reserve Account. The Debt Service Reserve Requirement as ofany particular date is the amount of moneys equal to ten percent (10%) ofthe original principal amount of the Bonds, less ten percent (10%) of the principal amount of Bonds redeemed by operation of the Prepayment Account of the Debt Serrice Fund. On the Issue Date there shall be deposited from Bond proceeds an amount of $6,000,000"" to the Debt Serrice Reserve Account. Such amount shall constitute part ofthe Tmst Estate and shall not be available to creditors ofthe City other than the Bondowners.

If on any date on which the principal or sinking fund Redemption Price of or interest on the Bonds shall be due, the amount on deposit in the Debt Service Account in the Debt Service Fund shall be less than the amount required to pay such principal, Redemption Price or interest, then the Tmstee, after first applying amounts from the General Reserve Fund as provided in the Tmst Indenture and described below under the caption "General Reserve Fund," shall apply amounts from the Debt Service Reserve Account to the extent necessary to cure the deficiency.

^. Preliminary, subject to change. 93878 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Whenever Bonds are to be redeemed from amounts on deposit in the Prepayment Account of the Debt Serrice Fund, the Tmstee shall calculate the maximum principal amount of Bonds that can be redeemed taking into account the reduction in the Debt Service Reserve Requirement that will result upon such redemption and assuming that any moneys in the Debt Service Reserve Account, exclusive of interest eamings, in excess of the Debt Service Reserve Requirement will be available, as of the redemption date, for the payment of the Redemption Price of the Bonds to be redeemed. In the event such calculation indicates that there will be an excess attributable solely to the Prepayment, such excess shall be fransferred to the Prepayment Account in anticipation ofthe mandatory redemption of Bonds and applied to the redemption of Bonds in the same manner as the Prepayment.

Except as otherwise prorided in the preceding paragraph and except with respect to amounts fransferred to the Annual Interest Credit Account of the Assessees Credit Fund as described below, if the amount on deposit in the Debt Serrice Reserve Account shall exceed the Debt Service Reserve Requirement, such excess shall be fransfened to the General Reserve Fund.

Whenever the amount in a Debt Serrice Reserve Account, together with the amount in the Debt Serrice Account and the General Reserve Fund (less any amount required to be paid to a Rebate Fund), is sufficient to pay in full all Outstanding Bonds in accordance with their terms (including the maximum amount of principal or applicable sinking fiind Redemption Price and interest which could become payable thereon), the fiands on deposit in the Debt Serrice Reserve Account and General Reserve Fund shall be transferred to the Debt Serrice Account. Prior to said fransfer, all investments held in the Debt Serrice Reserve Account and the General Reserve Fund shall be liquidated to the extent necessaiy in order to proride for the timely payment of principal and interest (or Redemption Price) on Bonds. Any provision ofthe Tmst Indenture to the contrary notwithstanding, so long as there shall be held in the Debt Serrice Fund an amount sufficient to pay in full all Outstanding Bonds in accordance with their terms (including the maximum amount bf principal or applicable sinking fund Redemption Price and interest which could become payable thereon), no deposits shall be required to be made into the Debt Service Reserve Account.

Notwithstanding any other provision of the Trust Indenture, any income eamed on moneys or investments in the Debt Serrice Reserve Account may be applied at the written direction of the City to pay rebate or transferred to the Rebate Fund.

Debt Service Fund - Prepayment Account. Amounts to the credit of the Prepayment Account shall be applied by the Tmstee to the redemption of Bonds on the next available Interest Payment Date. To the fullest extent possible, all of the amounts in the Prepayment Account shall be applied to the payment of the Redemption Price of Bonds on each such Interest Payment Date, taking into account amounts available from the Debt Serrice Account to pay interest on such Bonds and amounts fransferable from the Debt Serrice Reserve Account. The amount necessary from the Prepayment Account shall be fransferred to the Debt Serrice Account on the applicable date of redemption and applied to the Redemption Price.

General Reserve Fund. If five days prior to any Interest Payment Date, the sum of the amount held in the Debt Serrice Account and the amount held in the Series 2002 Capitalized Interest Fund and available for disbursement on such Interest Payment Date, shall be less than the amount required to pay the interest and Principal Installments on Bonds to become due on such Interest Payment Date, then the Tmstee shall withdraw from the General Reserve Fund and deposit into the Debt Service Account the amount necessary to cure such deficiency. 10/2/2002 REPORTS OF COMMITTEES 93879

If at any time the amount held in the Debt Serrice Reserve Account shall be less than the Debt Serrice Reserve Requirement, then the Tmstee shall withdraw from the General Reserve Fund and deposit into the Debt Serrice Reserve Account, the amount necessary to cure such deficiency.

At the direction of the City expressed in a Written Certificate of the City, the Tmstee shall withdraw from the General Reserve Fund and pay to the Series 2002 Rebate Fund (and any other Rebate Fund established with respect to a Series of Refimding Bonds) the estimated amount needed to proride for the payment ofany amounts to become due to the United States of America pursuant to Section 148(f) ofthe Code with respect to the Bonds in the current or the next ensuing Bond Year.

After prorision has been made for any payments pursuant to the preceding paragraphs of this Section, amounts in the General Reserve Fund in excess of $ shall be fransferred at the option and direction of the City to the Assessees' Credit Fund, or to the Prepayment Account if the Bonds may be called for optional redemption pursuant to the Tmst Indenture. Altematively, the City may use such excess amounts to purchase Bonds.

Covenants of the City

The City covenants and agrees with the Bondowners as follows:

The City shall duly and punctually pay or cause to be paid, but solely from the Tmst Estate and not otherwise, the principal or Redemption Price of every Bond and the interest thereon, at the date, and places and in the manner mentioned in the Bonds, according to the tme intent and meaning thereof.

The City shall not directly or indirectiy extend or assent to the extension of the mandatory redemption or maturity of any of the Bonds or interest except as prorided in the Tmst Indenture with respect to Supplemental Indentures. Nothing in the Tmst Indenture shall be deemed to limit the right of the City to issue Refunding Bonds and such issuance shall not be deemed to constitute an extension of maturity of Bonds.

At any and all times the City shall, as far as it may be authorized by law, comply with any reasonable request ofthe Tmstee to pass, make, do, execute, acknowledge and deliver, all and every such fiirther Supplemental Indentures, ordinances, resolutions, acts, deeds, conveyances, assignments, transfers an^ assurances as may be necessary or desirable for the better assuring, conveying, granting, pledging, assigning and confirming all and singular the rights. Assessments and other moneys, securities and fimds pledged by the Tmst Indenture or assigned, or intended so to be, or which the City may become bound to pledge or assign.

The City is duly authorized under the Authorizing Acts and all applicable laws to issue the Bonds and to adopt the Tmst Indenture and to pledge the Tmst Estate in the manner and to the extent prorided in the Tmst Indenture. Except to the extent otherwise provided in the Tmst Indenture, the Tmst Estate is and will be free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto prior to, or of equal rank with, the respective pledges and assignments created by the Tmst Indenture and all corporate or other action on the part of the City to that end has been and will be duly and validly taken. The City shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of the Tmst Estate and all the rights of the Bondowners under the Tmst Indenture against all claims and demands ofali persons whomsoever.

The City has good right and lawful power to constmct, or cause to be constmcted, the Improvement and to make the Assessment. 93880 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Other than as prorided herein under "THE BONDS - Additional Bonds," the City shall not issue any bonds, notes, debentures, or other evidences of indebtedness of similar nature, other than the Bonds, payable out of or secured by a pledge or assignment of the Tmst Estate, other moneys, securities or fiands held or set aside by the City or by the Tmstee under the Tmst Indenture and shall not create or cause to be created any lien or charge on the Tmst Estate, or such moneys, securities or funds; prorided, however, that nothing contained in the Tmst Indenture shall prevent the City from issuing, if and to the extent permitted by law eridences of indebtedness (i) payable out of moneys in the Improvement Fund as part of the Costs of the Improvement, or (ii) payable out of, or secured by a pledge or assignment of, the Assessment to be received on and after such date as the pledge of the Assessment prorided in the Tmst Indenture shall be discharged and satisfied as prorided in the Tmst Indenture.

The City shall (i) cause the Board of Local Improvements to determine the Final Cost, (ii) file the Final Cost Certificate with the Clerk of Court, and (iii) diligentiy pursue the order ofthe Court approring the Final Cost Certificate.

The City shall diligentiy enforce the Special Assessment Lien, including, without limitation, by proriding to the County the information required by the County to commence and maintain a tax sale of the Lot or parcel on which the delinquent Assessment lies. In the event the tax lien is forfeited at any such tax sale, and the aggregate amount of delinquent Assessment exceeds $25,000, at the written request of the Tmstee, the City shall enforce or cause to be enforced the delinquent Assessment by the commencement and maintenance of an action to foreclose the lien of such delinquent Assessment in the manner prorided by law. The costs of any such foreclosure action shall be paid from the Making and Levying Fund, or in the event there are insufficient amounts on deposit in the Making and Levying Fund, from proceeds realized upon the disposition ofthe Site, ifany.

The City shall do and perform or cause to be done and performed all acts and things requfred to be done or performed by or on behalf of the City under the provisions of the Authorizing Acts and the Tmst Indenture.

The City will not take any action or omit to take any action which is lawful and within its power to take, and which, if taken or omitted, would cause interest on any Bond to become subject to Federal income taxes in addition to Federal income taxes to which interest on such Bond is subject on the date or original issuance thereof.

; The City will not permit any of the proceeds of the Bonds, or any facilities financed with such proceeds, to be used in any manner that would cause any Bond to constitute a "private activity bond" within the meaning ofSection 141 ofthe Intemal Revenue Code of 1986 (the "Code").

The City will not permit any of the proceeds of the Bonds or other moneys to be invested in any manner that would cause any Bond to constitute an "arbifrage bond" within the meaning of Section 148 of the Code or a "hedge bond" within the meaning ofSection 149(g) ofthe Code.

The City will comply with the prorisions of Section 148(f) ofthe Code relating to the rebate of certain investment eamings at periodic intervals to the United States of America.

Pursuant to the Tmst Indenture, the City has agreed to keep or cause to be kept proper books of record and account (separate from all other records and accounts) in which complete and correct enfries shall be made of its fransactions relating to the Assessment and each Fund and Account established under the Tmst Indenture, and which, shall, upon reasonable advance notice and during regular business hours, be subject to the inspection ofthe Tmstee or the Owners ofan aggregate ofnot less than 10% in principal amount ofthe Bonds then Outstanding or their representatives duly authorized in writing. The City shall: 10/2/2002 REPORTS OF COMMITTEES 93881

(i) annually, within 210 days after the close ofeach Fiscal Year, file with the Tmstee a copy ofthe City's annual financial statement for such Fiscal Year (ii) file with the Tmstee (1) forthwith upon becoming aware of any Event of Default, a Written Certificate of the City specifying such Event of Default or default; and (2) within 210 days after the end ofeach Fiscal Year, a Written Certificate ofthe City stating that, to the best of knowledge and belief of the Authorized Officer executing such Written Certificate, the City has materially kept, observed, performed and fiilfilled each and every one of its material covenants and obligations contained in the Tmst Indenture and there does not exist at the date of such certificate any Event of Default by the City under the Tmst Indenture or, if any Event of Default shall so exist, specifying the same and the nature and status thereof; (iii) on or before May 1 of each year, submit to the Tmstee a report setting forth the assessed value of all property subject to the Special Assessment and a list ofali delinquent Special Assessments; and (iv) on or before May 1 ofeach year, submit to the Tmstee a report detailing the status of the sale of the delinquent Special Assessment. The City has contracted with the Serricing Agent to proride the reports specified in (iii) and (iv) above.

Investments

Moneys held in the Funds and Accounts established under the Tmst Indenture may be invested and reinvested in Investment Securities which mature not later than such times as shall be necessary to proride moneys when needed for payments to be made from such Funds and Accounts. The Trustee shall make all such investments of moneys held by it in accordance with Written Requests of the City filed with it. In making any investment in any Investment Securities with moneys in any Fund or Account established under the Tmst Indenture, the City may instmct the Tmstee to combine such moneys with moneys in any other Fund or Account, but solely for purposes of making such investment in such Investment Securities. See "APPENDIX B- Tmst Indenttire" for the definition of "frivestment Securities."

Enforcement of Special Assessment Liens - Cook County

Where the payment of the special assessment tax is delinquent, the City may enforce the collection ofthe lien through any ofthe available remedies under Article 9 ofthe Illinois Municipal Code. Pursuant to Article 9 of the Illinois Municipal Code, the following remedies may be used by the City to enforce the non-payment ofthe special assessment tax:

(i) The delinquent special assessment tax may be included in the Cook County Collector's Annual Tax Sale;

(ii) The City may institute an action to foreclose the lien; or

(iii) The City may sell or assign the special assessment lien to a third party, subject to court approval.

Each of the above enforcement remedies will be discussed more fully below.

Enforcement Through the County Collector's Annual Tax Sale. In counties, such as Cook, where the population is more than 1,000,000, the tax sale process begins with the City submitting to the County Collector a report setting forth all properties on which he/she has been unable tq collect either special and/or special assessment taxes. The City's report shall be submitted to the County Collector on or before the first day of August in each year. 93882 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Once the County Collector receives the City's delinquency list, the County Collector shall proceed to obtain judgment against those properties for which special assessments and/or special taxes remain due and unpaid. The County Collector's application for judgment against lands for unpaid special taxes and/or special assessments shall be made concurrently with the County Collector's aimual application for judgment and order of sale. It is from this point forward that delinquent special taxes and special assessments are freated no differentiy than unpaid general taxes under the Illinois Property Tax Code. The link between the sale of unpaid special assessments and unpaid general taxes is addressed in Section 9-2-97 ofthe Illinois Municipal Code, which states that the prorisions ofthe Illinois Property Tax Code shall apply to all proceedings to collect special assessments and special taxes under the Code.

After the proper notice has been given, the County Collector can then apply for judgment upon those special assessments or special taxes that remain due and unpaid for the year in question. Upon entry of the judgment, and prorided the delinquent taxes are not subsequentiy paid by the taxpayer, the County Collector conducts an annual tax sale. Successful purchasers at the tax sale pay the amount ofthe delinquent special assessment taxes, together with interest, penalties and costs for the least penalty percentage. Upon full payment of this amount, plus the payment of any prior outstanding taxes on the Site, the tax purchaser receives a certificate of purchase. At such time, the lien for all delinquent taxes is shifted from the County to the tax purchaser. The certificate of purchase represents a lien, which may, in the absence of the delinquent taxpayer's exercise of its right of redemption, entitle the holder to obtain a tax deed and legal titie to the parcel of real estate. Although redemption periods vary with the type of property involved and the procedure by which the certificate of purchase is obtained, in most cases, the redemption period is two years from the date of the tax sale for commercial and industrial properties and two and one-half years from the date ofthe tax sale for residential (seven or less dwelling units).

If the lien for special assessment taxes is not sold at the annual tax sale, the Property Tax Code requires the tax lien to be forfeited to the State of Illinois. Although the Property Tax Code refers to the lien being forfeited to the State, the City's interest in the lien remains unchanged and the forfeiture may be redeemed by paying the amount due on the delinquent special assessment, together with the interest, costs and penalties fixed by law to the City's Treasurer/Collector. There is no time limit within which the forfeiture must be redeemed. If the forfeiture remains unpaid, however, it may trigger some other tax enforcement procedures under the Property Tax Code, such as tax forfeiture sales, scavenger sales and foreclosure sales. Under these other enforcement procedures, purchasers receive certificates of purchase and generally acquire the same rights as any other certificate of purchase holders, subject to different penalty interest schedules and, in certain circumstances, a shorter redemption period.

Foreclosure Action. Pursuant to Section 9-2-65 of the Illinois Municipal Code, the City is authorized to institute an action to foreclose the special assessment lien. Where a foreclosure action has been filed, the real property, which is subject to the special assessment lien, may be sold at a judicial foreclosure sale. Any action to foreclose the special assessment lien shall proceed in the same manner as foreclosures of delinquent general taxes under the Illinois Property Tax Code.

In an action to foreclose the special assessment lien, the court, upon making a finding that there has been a default in the payment of the special assessment, will authorize the lien to be sold at a public foreclosure sale. Where the lien has been sold, the successful bidder will be given a certificate of sale, which, if the lien is not redeemed prior to the expiration of the period of redemption, may be converted into a deed to the Site. The Illinois Constitution prescribes certain minimum redemption periods for the redemption of delinquent property taxes, including special assessments. While these minimum redemption periods may not be shortened, the Illinois General Assembly has prorided for longer periods of redemption for certain types of properties. For instance, for residential property with less than seven dwelling units, the Illinois Constitution prorides for a minimum redemption period of two years from the date of the sale. Whereas, under the Illinois Property Tax Code, the legislature has extended the 10/2/2002 REPORTS OF COMMITTEES 93883 minimum redemption period for such residential properties to two and one-half years. Reference should be made to both the Illinois Constitution and the Illinois Property Tax Code for determining the applicable period of redemption for a particular property.

' The lien for a special assessment is of equal force and validity to a lien for general real estate taxes so long as the judgment for special assessment is recorded in the office of the county recorder within 60 days from the date the assessment roll is confirmed.' Therefore, when general real estate taxes and special assessments are sold together at a foreclosure sale and the amount of the sale is insufficient to satisfy each ofthe liens in full, the proceeds from the sale will be dirided between the two types oftaxes on a pro rata basis.

Such foreclosure actions, as described above, are not mandatory under the Code. However, in the Tmst Indenture the City has covenanted with the holders of the Bonds to diligentiy enforce the special assessment liens to the extent therein prorided. For a description ofthis covenant, as well as other events of default and remedies under the Trust Indenture, see the information under the caption "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS - Covenants ofthe City" and "APPENDIX B - Tmst Indenture". Furthermore, as tmstee for the holders ofthe special assessment bonds, the bondholders may compel the City to perform its duty and use all lawful means, including foreclosure, to collect the assessments out ofwhich the bondholders are to be paid.

Moreover, no assurances can be given that a judicial foreclosure action, once commenced, will be completed or that it will be completed in a timely manner. See "RISK FACTORS - Potential Delay and Limitations in Foreclosure Proceedings" below. The ability ofthe City to foreclose the lien of delinquent special assessments might be limited in certain instances (i.e., consent may be required prior to foreclosure where the property is being held by the Federal Deposit Insurance Corporation, as receiver). See "RISK FACTORS - Bankmptcy" and "Assessment Delinquencies." Nor can any assurances be given that the real property subject to sale or foreclosure and sale will be sold or, if sold, that the proceeds will be sufficient to pay any delinquent installment. There is no requirement under the Code that the City purchase or otherwise acquire any lot or parcel of property offered for sale or subject to foreclosure if there is no other purchaser at such sale.

Sale and Assignment of Special Assessment Lien. As an altemative enforcement method to the City initiating a foreclosure action, Article 9 of the Illinois Municipal Code authorizes the City to sell and assign the enforcement of the special assessment lien to a third party. In order for the City to sell and assign the special assessment lien, the City must first file a petition in the Circuit Court of Cook County se^ng authorization for the assignment, together with proper notification to the owners ofthe properties affected and owners and holders ofthe special assessment bonds and vouchers.

If, after hearing the petition, the court authorizes the City to sell and assign the special assessment lien, the City may, upon proper notice, sell the liens at a public sale. Upon the confirmation ofthe sale by the court, the purchaser of die lien will receive from the City a certificate of sale and assignment of the lien.

Notwithstanding the sale and assignment of the lien to a third party, the special assessment lien may still be redeemed by payment of the lien amount, plus costs and penalties, to the County Clerk at anytime prior to the entry of a foreclosure judgment.

Similar to the authority granted to the City, the assignee ofthe special assessment lien may file a complaint to foreclose the lien. However, the assignee's filing of the foreclosure action must occur within

I Where the judgment is recorded beyond the 60 days, the lien for special assessment is not valid against the property. 93884 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

5 years from the date of the sale and assignment of the special assessment lien. If no action is commenced within 5 years from the assignment date, the lien and all rights of action to enforce the same shall expfre and cease to exist.

Summary of the Appraisal

A market value appraisal of the Site as of , 2002 was performed by Appraisal Research Counselors, Ltd., Chicago, Illinois (the "Appraiser"). It is the opinion of the Appraiser that the market value of the land comprising the Site is $ . It is further the opinion of the Appraiser that the market value of the Site, subject to completion of the Improvement and the Development, is $ . See "PROPOSED DEVELOPMENT" and "APPENDDC C - Appraisal."

Value to Lien Ratio

The following table sets forth the appraised value-to-lien ratio with respect to the Site, based on $60,000,000* aggregate principal amount of Bonds and an appraisal value ofthe land comprising the Site following completion of the Improvement:

Appraised Value ofthe Land Comprising Site $ Bonds Outstanding $60,000,000* Value-to-Lien-Ratio

This Value-to-Lien Ratio is based on the Appraisal. No assurance can be given that the foregoing ratio can or will be maintained during the period of time the Bonds are outstanding both because property values could drop and because other public entities, over which the City has no confrol, could issue additional indebtedness secured by a lien on a parity with the lien securing payment of the Bonds or payable through the levy or imposition of a tax on a parity with the Assessment. See "RISK FACTORS - Overlapping Indebtedness."

THE SERVICING AGREEMENT

Servicing Agreement

Pursuant to the Serricing Agreement, the Serricing Agent shall keep the books and records of account with respect to the Roll and the collection ofthe Assessments, and shall proride information with respect thereto to the City and the Tmstee upon written request within a reasonable amount of time. In furtherance of such undertaking, the Serricing Agent agrees to do the following:

A. bill the owner of each Lot, with a copy to each record lien holder who has requested in writing a copy of such tax bill and has paid the reasonable charges of the Servicing Agent for providing such copy, the Assessment applicable to such Lot in accordance with the Special Assessment Law and the Servicing Agreement;

Preliminary, subject to change. 10/2/2002 REPORTS OF COMMITTEES 93885

B. instmct the owner of each Lot to remit to the Lockbox Bank all amounts billed by the Due Dates;

C. mail a notice to the owner of each Lot for any Assessment that has not been received by the Lockbox Bank within 30 days after each Due Date. Such notice shall inform the Lot owner that the Lot will be subject to a tax sale ifthe delinquency is not cured;

D. obtain to the extent possible from the County of Cook a list of record lien holders who have requested in writing a copy of any tax bill and who have paid the reasonable charges of the Serricing Agent for proriding notices, and notify such holders of any delinquencies and the need for them to cure delinquent special assessments to protect their interests in the properties;

E. submit notice ofeach delinquent Assessment to the Tmstee within thirty (30) days ofthe time such Assessment becomes a Delinquent Assessment;

F. submit a report on or before May 1 of each year to the Tmstee and the City Department of Revenue setting forth the number of Assessees and the assessed value of all property subject to the Special Assessment, and detailing the PIN, address and amount for each Delinquent Assessment, any payments received, the payment date and any amounts still delinquent, all in a format reasonably acceptable to the City and the County of Cook;

G. upon receipt from the City or the County of Cook, submit a report on or before May 1 of each year to the Tmstee detailing the status ofthe sale ofany delinquent Special Assessments;

H. calculate the proper amount of Prepayment for each Lot in accordance with the Indenture and submit information with respect to such calculation to the Tmstee pursuant to the Indenture; and

I. undertake such actions and execute and record such documents as are necessary to release the Special Assessment Lien with respect to each Lot when the amount of any Prepayment has been made in full.

J. Upon the request of the City, the Serricing Agent shall promptly proride to the City a copy of any notice or report prorided by the Servicing Agent pursuant to the terms of the Serricing Agreement.

' The Servicing Agent shall mail Special Assessment bills to owners of Lots no later than Febmary 1 and August 1 ofeach year, commencing Febmary 1, 2005, with a copy to each record lien holder who has requested in writing a copy be delivered to it and has paid the reasonable charges of the Serricing Agent for proriding such copy. Each bill shall delineate the portion thereof attributable to principal and interest, respectively, on the Assessment and delineate the pro rata credit available in the Assessee's Credit Fund.

No later than 15 days after the end ofeach month, the Servicing Agent shall deliver the Monthly Serricer's Report to the City and the Tmstee. The Monthly Serricer's Report shall set forth the name, address, PIN, amounts billed and amounts collected for each Lot for the current calendar year. See "APPENDDC D - Servicing Agreement." 93886 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Servicing Agent

The Servicing Agent for the Assessments is BNY Assets Solution LLC. BNY Assets Solution LLC, is a wholly-owned subsidiary of the Bank of New York, and provides administrative and operational support to the commercial mortgage and asset-backed lending markets from origination through securitization, and administrative agent serrices to the syndicated loan market. BNY Assets Solution LLC prorides master, primary, special and back-up serricing on more than $16 billion in assets.

THE DEVELOPMENT AGREEMENT

The City and the Developer are entering into a Development Agreement and a Constmction and Maintenance Agreement (collectively, the "Development Agreement") detailing certain obligations of the parties with respect to the constmction of the Improvement. Under the Development Agreement, the Developer, for the benefit of and on behalf of the City, will acqufre certain land and constmct the Improvement and will receive payment therefor in part from the proceeds of the Bonds and interest eamings thereon. The Improvement (with the exception of the park) will be dedicated or conveyed to the City once completed and accepted by the City. The park will be conveyed to the Chicago Park District no later than December 2008. The City has certain rights to complete the Improvement, with reimbursement from Bond proceeds or the Developer, as applicable, if the Developer fails to do so. To the extent the Improvement costs exceed the Bond proceeds and the budgeted amount set forth for the Developer, the Development Agreement obligates the Developer to pay the amount of the overage. The Development Agreement requires the Developer to proride security for the Improvement, including (i) a letter of credit or surety bond in the amount of ten percent (10%) of the portion of Bond proceeds allocated for the Improvement and, (ii) to the extent Bond proceeds are insufficient to pay for the cost ofthe Improvement, a letter of credit, surety bond, bank commitment or cash escrow or deposit to the Improvement Fund in an amount equal to 110% ofthe amount not covered by the Bond proceeds. Security in the amount often percent (10%) ofthe cost ofthe Improvement must remain in place for a one-year guarantee period after completion of the Improvement. The City has the right to draw on said security under certain circumstances to repair defects in the Improvement. The Development Agreement also contains certain obligations of the Developer to comply with City residency, hiring of minority- and women-owned businesses, and other commitments and prorides for penalties if the Developer fails to meet these commitments. The Development Agreement also sets forth an approach to resolring the environmental issues that have been identified. See "PROPOSED DEVELOPMENT- Enrironmental." See "APPENDIX E - Development Agreement."

PROPOSED DEVELOPMENT

The information in this section has been provided by the Developer and has not been independently verified or relied upon by the City. The City makes no representation as to its accuracy or completeness.

The Developer intends to develop a park, residential and commercial stmctures as well as other improvements on the Site (the "Development"). No assurance can be given that the Development will occur as described below or that it will occur in a timely manner or in the configuration described herein. The Bonds and the Assessments are not personal obligations of the Developer. The Bonds are secured solely by the Assessments and certain other amounts on deposit with the Tmstee. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS." 10/2/2002 REPORTS OF COMMITTEES 93887

Site Description

The Site consists of approximately 26 acres of lakefront property, located in Illinois Center, a large mixed-use development in the heart of downtown Chicago, Illinois. The acreage comprises approximately nineteen (19) development parcels (including fourteen (14) high-rise parcels and five parkhome parcels) that are bounded generally by Wacker Drive, Lake Shore Drive, Randolph Sfreet and Columbus Drive.

The existing three-level sfreet system that surrounds the Site will result in the indiridual buildings being constmcted on platforms. Below these platforms will be located all the parking and serrice functions for a particular building. The park and the future parkhomes will be located at the lowest or grade level and thus the parkhomes will mask the presence ofthe parking platforms.

Location

The Site is located just east of Michigan Avenue and south of the Chicago River. It is also just south of Michigan Avenue's "Magnificent Mile" and two blocks south of Navy Pier.

Additionally, the Site is in close proximity to Chicago's lakefront beaches, parks and museums including; Grant Park and the new Millennium Park (both located just one block south), the new 400-slip Chicago Park District DuSable Marina (just across Lake Shore Drive), Buckingham Fountain, the Art Institute, Symphony Center and the Chicago Park District Museum Campus. It offers ease of access to Chicago's business and financial hub as well as the major convention and trade facilities, due to its location adjacent to the Central Business District (the "Loop"). Finally, the buildings on the Site will offer views ofthe skyline. Lake Michigan, the Chicago River, Navy Pier and Grant Park.

Transportation/Access

Highlights ofthe Site's accessibility include:

• Just off Lake Shore Drive, Chicago's primary lakefront thoroughfare

• 2 miles from the major north-south expressways: 1-90/94 (the Kennedy and the Dan Ryan) and the major east-west expressways: 1-55 (the Stevenson) and 1-290 (the Eisenhower)

• 11.6 and 17.4 miles from O'Hare Intemational and Midway airports, respectively

• Served by six Chicago Transit Authority (CTA) bus lines and a myriad of suburban (Metra) and Chicago (CTA) commuter train lines

• Connected to an extensive enclosed pedestrian concourse which links it to Chicago's "Loop" and North Michigan Avenue and features retail shops, restaurants, and serrice establishments

" Served by sfreets at two levels (ground level and grade level), which will result in less , vehicle congestion and greater pedestrian friendly sfreetscape N 93888 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Parking

Due to the decking of each building, the requirements of the Chicago building code and no previous buildings on the Site, it is anticipated that there will be sufficient parking for residents and their guests.

School

A school will be located adjacent to the park to serve the grade school age children in the area, part ofwhich will be financed through a Developer contribution of $3.5 million. The school is also being designed to accommodate an adult community center during those periods when school is not in session. Access to the newly constmcted school and community center serring the immediate area should be beneficial in marketing the Development.

Environmental

Background. During the early part of the twentieth century, there was a gas mantle production facility ("Lindsay Light") located on east Grand Avenue in downtown Chicago across the Chicago River to the north of the Site. As part of that Company's production process, sands and ores containing radioactive constituents were processed to exfract certain radionuclides. The waste materials which resulted from this process still contained radioactive constituents. That waste material, called tailings, was made available to anyone who wanted to use it for fill. Consequentiy, several sites in downtown Chicago have been identified as haring tailings and have been the subject to the United States Enrironmental Protection Agency (U.S. EPA) superrised cleanups. These sites have been referred to as the "Lindsay Light Sites" by U.S. EPA.

In the summer of 2001, U.S. EPA became aware of the plans to develop the Site. Given the proximity ofthe Site to other identified tailing sites, U.S. EPA conducted a walk-over survey of a part of the Site in June, 2001. That survey involved scanning the surface of that portion of the Site with a gamma meter to determine if tailings were present. U.S. EPA found that two or three limited areas ofthe Site showed elevated gamma readings.

The Developer has retained STS Consultants, Ltd. to conduct a complete walk-over survey of the Site based on a five meter grid. That survey was followed by a boring program to further define the isolated areas of elevated readings detected through the walk-over survey. The results of the survey and borings showed that there are limited areas of elevated gamma readings (tailings) near or in two of the former boat slips on the Site. Those slips were filled during the early twentieth century.

All of the information developed by STS Consultants, including work plans for the walk-over survey and boring plan and the results thereof have been provided to U.S. EPA. Based on the STS Consultants' characterization work, an estimated 1100 cubic yards of impacted material is present in a few defined areas on the Site.

Plans and Anticipated Scheduling. The Developer has determined that the identified tailings should be removed from the Site. STS Consultants developed a remediation plan for that removal. The remediation plan was submitted to U.S. EPA in early July, 2002 and the remediation shall take place in accordance with a plan approved by the U.S. EPA. Once approval is received, the tailings will be removed from the Site. Removal actirities are expected to take approximately two weeks. Following removal, confirmatory samples will be taken to demonsfrate that the impacted materials have been 10/2/2002 REPORTS OF COMMITTEES 93889 removed. A report will then be submitted to U.S. EPA for its approval and as the basis for issuance ofa No Further Action letter by U.S. EPA. The Developer will be seeking the issuance of a No Further Action letter in the fall of 2002.

Regulatory Oversight. As noted above, U.S. EPA has acted as the lead regulatory oversight agency for the various "Lindsay Light Sites" through the years. Other enrironmental regulatory agencies, including those ofthe State and the City, are aware ofthe "Lindsay Light Sites" and have allowed U.S. EPA to maintain the lead oversight role.

Anticipated Costs. The cost estimate for removal and offsite disposal of that material is approximately $2.4 million. Approximately one-half of that amount is the cost of disposal of the tailings material in a licensed site, which will be bome by an unrelated third party. Within the budget for the Development, the Developer has included fimds (based on a conservative estimate provided by STS Consultants) for enrironmental remediation. The net costs of enrironmental remediation are projected to be approximately $1.2 million, half of which will be the responsibility ofthe Land Seller.

Building Permit Process. Constmction of the Development may proceed in accordance with the City's permitting in those areas in which impacted materials have not been identified. In areas in which the two-week removal will proceed, constmction may take place once the materials have been confirmed as being removed. In those instances where removal of impacted materials is impracticable, containment ofthe materials in place may be acceptable with U.S. EPA approval. STS Consultants does not anticipate that situation to occur at the Site with respect to any of the impacted materials identified to date. Approval from U.S. EPA or other enrironmental agencies is not required for the City building permit process to proceed as to non-affected areas.

Open Space Real Estate Tax Classification

The Site currently is classified as "open space" with the Cook County Assessor's Office. This favorable real estate tax classification significantly reduces the annual costs of carrying the undeveloped portions ofthe Site. The Developer has been adrised by real estate tax counsel that, prorided 10 acres of contiguous undeveloped land remains for the purposes prorided in the statute (i.e. agricultural, park etc.), the open space designation will remain. In order to facilitate the retention of the open space designation the Developer has reached an agreement with the Chicago Park District for the Developer or a successor in ^itle to retain the ownership of the six-acre park until 2008, however, an easement will be granted by the Developer or a successor in title to the Chicago Park District for use by the public. As a result, the Developer as owner of such land should have a lower real estate tax cost with respect to such land as long as four acres or more of vacant land exists (in addition to the six-acre park) through 2008. See "RISK FACTORS."

Building Permits

As long as the buildings are designed within the above-mentioned building envelopes, the building plans can be submitted directiy to the City's Department of Buildings for approval. Based on the Developer's prerious highrise experience, the permit process will take 4-6 months. 93890 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Zoning/Density

The zoning and density for the Site are currentiy confrolled by Residential-Business Planned Development Number 70 Ordinance and the Lake Michigan Lakefront Protection Ordinance. Both ordinances have been amended pursuant to an application by the Developer. The ordinances currentiy mandate the constmction of Field Boulevard, an approximately six-acre public park, and the shell for a public school, all of which will be the responsibility of the Developer. The zoning for the Site is very flexible. It permits a maximum gross building area of approximately 7,200,000 square feet above grade, proriding for constmction ofa variety of uses (including residential, office, hotel, retail, parking, storage, district energy, etc.) in a rirtually unlimited number of configurations. The zoning further mandates maximum building envelopes for indiridual parcels as well as basic design criteria, which eliminates the need for parcel owners to go through a public hearing process at the time of permit submission.

Development Plan and Timing

The buildings have been situated and sized in such a way as to take advantage of the Site's proximity to the Chicago River, Lake Michigan and the new Millennium Park, as well as the new six-acre park within the Site. See "Site Plan."

The Site Plan has ftirther been designed to take advantage ofthe mixed-use aspects ofthe existing zoning. It is comprised of nineteen (19) buildable sites, which includes fourteen (14) high rise parcels and five (5) parkhome parcels.

The Developer's plan to constmct the Development is expected to proceed as follows: The development plan prorides for completion of the remediation of the property over a two-week period immediately after U.S. EPA approval ofthe remediation work plan (expected in September 2002). At the same time, the Developer will seek the pennitting of condominium Parcel M (the "Lancaster"), lental apartment Parcel G (the "Shoreham"), and constmction of the public improvements, including Field Boulevard, the ring road and installation of improvements to the Park. See "Infrastmcture Development." Infrastmcture Development will take approximately 24-30 months to complete. Takedown and constmction commencement of Parcel M, Parcel G and the first two parkhome parcels is expected to occur early in 2003. Also, during the permitting period, marketing of the condominium units in the Lancaster and the first two blocks of parkhomes will commence. Affiliate limited liability companies of th^ Developer in joint ventures with independent third parties will act as the developers of each of these parcels. It is anticipated that James McHugh Constmction will constmct the Lancaster and Walsh Constmction will consfruct the Shoreham, each for a maximum price by a date certain. The parkhomes will also be developed by an affiliated LLC ofthe Developer. Constmction ofthe buildings and 50 out of 118 parkhomes are expected to both take 18-24 months and are expected to start approximately 6 months into the Infrastmcture Development process. The confractor of the parkhomes will be selected upon completion of final plans.

Simultaneously, the design, financing and marketing of building N will be completed. It is anticipated that respective takedown of parcel N and constmction of the building will occur and commence in 2003.

Other development on the Site is being and will continue to be explored and undertaken as the market permits. The Developer may also discuss the sale of certain sites to independent developers ifthe market and project dynamics dictate. This process will continue until the Development is completed in 2012 or sooner. See "APPENDIX C - Appraisal." 10/2/2002 REPORTS OF COMMITTEES 93891

Infrastructure Development

The immediate infrastmcture will focus on development around the core of the Site, including the six-acre park and a ring road that will be constmcted, connecting Randolph Sfreet to Wacker Drive.

The infiastmcture also includes a small extension of the once-planned Field Boulevard. This extension will be a downward sloping bridge sttucture ramp from existing upper level Randolph Stteet to an intersection with the ring road.

The ring road, which will eventually have parkhomes built around it, will slope down to grade in either dfrection and will completely encircle the park. As the road slopes down, tiie parkhomes will increase in height to cover the parking stmctures behind them.

It is anticipated that Field Boulevard ramps, the ring road and the park constmction will commence as soon as permits are secured and the Developer and US EPA have agreed upon an Approved Work Plan for remediating radiologicaUy contaminated soil, with a building duration of approximately nine to twelve months. This completion will gain access to the interior parcels as well as the parkhome development areas.

The contribution ofthe park and its improvements will commence at the same time as Field Boulevard and the ring road.

Excluding those roadways that are to be built on building stmctures and pursuant to easements in air-rights to be dedicated later, roadways are to be constmcted and would be dedicated to the City upon ratification ofan afready submitted Plat of Subdirision.

A school, for which the Developer is contributing funds, will be located in the northeast comer ofthe park. It will be built in an L-shaped structure to house Kindergarten through Grade 4, as well as a Chicago Park Disttict fieldhouse. The school is expected to be constmcted within the next three years.

Currentiy, ciril engineering drawings for the infrastmcture (including the park) are approximately 80% complete. The civil engineer for the Development is A. Epstein and Sons Intemational, Inc. and the landscape architects are Site Design Group of Chicago and The Office of James Bumett of Houston, Texas. The current infrastmcture budget reflects both engineers' estimates and preliminary pricing feedback from two general contractors who are bidding on the Development: Walsh Constmction and James McHugh Constmction Company. 93892 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Projected Parcel Summary and Assessment Allocation

Based on the current plat of subdivision, the Developer has allocated the Assessment (excluding Making and Levying and Reserve for Deficiency) to the parcels as shown below. The proposed allocation ofthe Assessment will be confirmed by the Court pursuant to a dirision petition.

Apartment Development Proposed Parcel Type Units Principal Allocation C Apartment 400 $2,802,693 F Apartment 614 3,099,132 G Apartment 494 2,425,408 Total 1,508 $8327,233

Condominium Development 1 Proposed Parcel Type Units Principal Allocation A Condo 142 $1,913,377 B Condo 174 2,344,561 C Condo 172 2,317,612 D Condo 174 2,344,561 E Condo 245 3,301,249 H Condo 257 3,462,943 I Condo 347 8,416,165 J Condo 264 6,403,076 K Condo 284 3,444,079 L Condo 359 4,353,607 M Condo 194 2,425,408 N Condo 383 4,581,326 Total 2,995 $45,307,962

Hotel Development Proposed Parcel Type Units Principal Allocation A Hotel 350 $2,711,740 Total 350 $2,711,740

Parkhome Development Proposed Parcel Type Units Principal Allocation Parkhomes 118 $3,653,064 Total 118 $3,653,064

TOTAL 4,621 $60,000,000 Residential and Commercial Development

• The bulk of the Development is dedicated to residential uses, which may include four or five rental apartment towers totaling approximately 3,008 units located in the north centtal section of the Site. The rental apartment towers are projected to have a small retail 10/2/2002 REPORTS OF COMMITTEES 93893

component and parking in each tower for approximately 300 cars. Due to the Development's lakefront location, the apartment towers should be able to atttact a broad spectmm ofthe rental market from middle to upper income residents.

There may also be eight to ten condominium towers which may total approximately 3,008 condominium units. The units will range in size from one bedroom to 3+ bedrooms. The pricing for these units and these buildings will place them from the middle to the upper end of the condominium market. The condominium buildings are projected to have parking based upon a 1:1 demand or greater.

Approximately 118 parkhome units are planned to be placed in between the apartment and condo towers, along the ring road. There are at least seven different parkhome types, with an average size of approximately 2,400 square feet. The average price would place them in the upper third ofthe parkhome market. It is planned that there will be one or two parking spaces with each parkhome, with the parking located in a common garage below the units.

A 350-unit hotel or equivalent housing units (175) is also contemplated.

The first building actirity is planned to be the development of Parcel G (apartments). Parcel M (condominiums), and the initial phase of parkhomes. This should occur as soon as plans are completed and permits obtained, concurrent with the infrastmcture constmction.

Parcel Takedown

The following is an estimated time table for parcel take downs and loan repayment:

Parcel Projected Bank Estimated Description Type Closing Release Price Sales Price

All parcels

M 207 Unit Condo Tower 1Q03 $9,000,000 $10,000,000

N 200 Unit Luxury Condo tower 1Q03 $17,000,000 $20,000,000

G 561 Unit Apartment 1Q03 $9,000,000 $11,400,000 Complex

Parkhome! 25 Parkhomes 1Q03 $2,875,000 $2,875,000 Parkhome II 25 Parkhomes 3Q03 $2,875,000 $2,875,000

Parcel M is planned to be a condominium tower with 207 units to be developed by an affiliate ofthe Developer. These units are projected to average approximately 1,260 square feet and to sell at an average price of $350 per square foot. 93894 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

• Parcel G is planned to be a 561-unit luxury apartment building, to be co-developed by an affiliate ofthe Developer. These units are projected to average approximately 770 square feet and to rent at approximately $2.40 per square foot.

• Parkhomes are considered highly marketable due to the desirability ofthe product type, the location along the park edge, and relative lack of product in the immediate downtown area.

• Parcel N is anticipated to be developed by a joint venture between an affiliate of the Developer and a confidential third party. These units are projected to average a minimum of 1,500 square feet and to sell at an average of $450 per square foot. The site is considered to be one of the best of Lakeshore East due to its prime location on Randolph Sfreet and its riews overlooking Grant Park and the new "Millennium Park."

The typical interim period between take-downs of similar residential product has been planned with market absorption in mind. Additional residential units located on Parcels A, B, C, D, E, F, H, I, J, K and L will be developed pursuant to market demand. A typical interim between similar projects is approximately one year. While the Developer predicts a much quicker absorption ofunits, especially due to diversity of product, more conservative figures have generally been adhered to. See "APPENDIX C - Appraisal."

Illinois Center History

The Site has been part ofa master plarmed development known as Illinois Center. As far back as 1850, Illinois Center was originally part ofthe Illinois Cenfral Railroad's track that ran along the shore of Lake Michigan. The area was improved with frestieworktha t created a harbor to serve the downtown area and also prorided a breakwater to protect Michigan Avenue from the lake. Following the Great Fire of 1871, the harbor area became a repository for the fire debris and with additional landfill was ultimately fransformed into lakefront property. The southwestern portion ofthe landfill evolved into Grant Park, the Art Institute, Field Museum of Natural History, Shedd Aquarium and the Adler Planetarium. An 83-acre site to the north of these cultural buildings became the Illinois Central's major freight yard and terminus. Throughout the early 1900's the Illinois Center land was utilized as a commerce center to fransport cargo from ships to trains to the businesses located within the Loop. During the 1960's, the fransportationbas e shifted to the south side ofChicago and the area known as Illinois Center fell into disuse.

In the early 1960's the first residential tower was constmcted and sparked a building boom in the Illinois Center area. The first residential tower was located on Outer Drive East. From the 1960's to the present over 8.2 million square feet of office, 3,300 hotel rooms, and 3,600 residential units have been constmcted in Illinois Center. The subject Site in excess of 26 acres is the last remaining part of this long-term master planned development. The Mefro Golf Illinois Center was developed in 1993.

Today, the general Illinois Center neighborhood is improved with nine office towers, including the Aon Center, Pmdential Towers I and II, the Fairmont Hotel, the Hyatt Regency Hotel and the Swiss Grand Hotel for a total of 3,378 hotel rooms. In addition, there are approximately 3,600 residential units including Columbus Plaza, Outer Drive East, Harbor Point, Buckingham Plaza, North Harbor Tower and the Park Shore. 10/2/2002 REPORTS OF COMMITTEES 93895

The Site is located two blocks south of one of the nation's most prestigious retail districts, the Magnificent Mile. The Magnificent Mile, bounded by Oak Sfreet to the north and the Chicago River to the south, is developed with specialty retail shops, art galleries, hotels, department stores, and office buildings. The North Michigan Avenue corridor distinguishes itself by its upscale retail orientation and image.

The Site is located in a densely populated urban area. As of 2001, the total population within a 3- mile area ofthe Site tottils 221,410 and is projected to grow to 228,465 by 2006. As of 2001 there were 109,065 households within a 3-mile ring ofthe Site and households are also projected to grow to 114,006, or 1.24 percent by 2006. Household growth is closely tied to demand for housing and the projected rate of 1.24 percent is a good indicator for the proposed subject Site. Lastly, average household income within the 3-mile range is reported at $105,201, well above the income levels for Cook County and the state of Illinois as a whole.

The main stteets within the Site's immediate area include: East Wacker Drive, North Lake Shore Drive, North Columbus Drive, East Randolph Drive and North Michigan Avenue. Major developments and land uses in and around the Site include Bicentennial Park, Millennium Park, and Grant Park to the south. Lake Michigan to the east. Navy Pier to the northeast, and the Chicago Harbor to the southwest. To the north of Wacker Drive is the Chicago River. Across the Chicago River is the location of MCL's River East developments, which include a combination of parkhomes, high-rise condominiums, retail and office developments. To the south of the Site is the newly constructed Blue Cross Blue Shield office building, the 400 Condominium building, the Buckingham, the Harbor Tower Apartment building, and the Park Shore Apartment building. To the west is Columbus Drive. Along Columbus Drive is Three Illinois Center a high-rise office building, a fire station and a Swiss Hotel (which faces Wacker Drive as well). Further east is the location of the Fairmont Hotel, Columbus Plaza, and Park Millennium, a recently completed rental apartment owned by Archstone/Smith.

Developer

Lakeshore East L.L.C. and Lakeshore East Development Group LLC are entities that have been created by the principals of Magellan Development Group, Ltd. ("Magellan") and Near North Properties Inc. ("NNP") (collectively, the "Developer".) The managers of the Developer are Joel Carlins, James Loewenberg, David Carlins and Robin Loewenberg Berger (the "Managers"). Joel Carlins is President and Darid Carlins is Vice President of Magellan, a real estate development company. James Loewenberg is Sole Owner and President and Robin Loewenberg Berger is Vice President of NNP, a real estate development and property management company. Together, these indiriduals have over 70 years of real estate development experience. See "APPENDDC A - The Developer." 93896 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Consultants

Following is a list ofthe consultants who have performed work on the Development to date:

Architect/Land Planner: Skidmore, Owings & Merrill LLP

Civil Engineer: A. Epstein and Sons Intemational Inc.

Construction Services/General Contractor: James McHugh Construction Company*

Construction Estimates: James McHugh Construction Company Walsh Construction**

Environmental Consultant: Dames & Moore and STS Consultants, Ltd.

Geotechnical Consultant: Ground Engineering Consultants, Inc.

Landscape Architect: Site Design Group and The Office of James Bumett

Surveyor: Intemational Engineering Consultants, Inc.

Traffic Consultant: KLOA, Inc.*

Zoning Counsel: Daley & George

Site Plan

[to come]

* Infrastmcture confractor and Parcel M building (the Lancaster) confractor. ** Selected as the conttactor for Parcel G building (the Shoreham). 10/2/2002 REPORTS OF COMMITTEES 93897

THE CITY

The City was incorporated in 1837. The City is a municipal corporation and home mle unit of local govemment under the Illinois Constitution of 1970 and as such, "may exercise any power and perfonn any function pertaining to its govemment and affairs including, but not limited to, the power to regulate for the protection ofthe public health, safety, morals and welfare; to license; to tax; and to incur debt" except that it can "impose taxes upon or measured by incomes or eamings or upon occupation" only if authorized by statute.

The General Assembly of the State of Illinois (the "State") may, by a three-fifths vote of each house, limit the ability of a home mle municipality to levy taxes. The General Assembly may similarly limit the debt that the City may incur, except that the General Assembly does not have the power to limit the debt payable from property taxes to less than three percent of the assessed valuation of the taxable property in the City. To date, the General Assembly has not imposed limits on the City's ability to levy taxes under its home mle powers or to incur debt payable from real property taxes.

THE SPECIAL ASSESSMENT PROCEEDINGS

The Authorizing Acts

The Illinois Constitution permits home mle units to make local improvements by special assessment. Pursuant to Dirision 2 of Article 9 of the Illinois Municipal Code, the Special Assessment Supplemental Bond and Procedures Act, the Local Govemment Debt Reform Act and a home mle ordinance adopted by the Mayor and City Council of the City on July 25, 2001 adding Section 075 to Chapter 2-102 ofthe Municipal Code ofChicago (collectively, the "Authorizing Acts"), procedures are established for the making of such local improvements by the imposition of special assessments, including the conduct of proceedings by a board of local improvement.

Special Assessments

Pursuant to the Authorizing Acts, the Mayor and City Council of the City adopted an ordinance on June 19, 2002, proriding for the Assessment (the "Special Assessment Ordinance"). Pursuant to the Spfecial Assessment Ordinance and the Supplemental Ordinance, the City determined to constmct the Improvement and to issue the Bonds to finance the Improvement, and approved certain pre-final plans and an estimate of cost for the Improvement.

RISK FACTORS

The following Section has been prepared by the Developer and has not been relied upon or independently verified by the City. The City makes no representation as to its accuracy or completeness except as to information under tiie subheading "Limited Source of Funds." Investment in the Bonds involves risks which may not be appropriate for certain investors. The following is a discussion of certain risk factors which should be considered, in addition to other matters set forth in this Limited Offering Memorandum, in evaluating the Bonds which are not rated by a recognized rating agency. This discussion does not purport to be comprehensive or definitive. The occurrence of one or more of the events discussed herein could adversely affect the ability or willingness of property owners of the Lots on the Site to pay their Assessments when due. Such failures to pay Assessments could result in the inability 93898 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

ofthe City to make full and punctual payments of debt service on the Bonds. In addition, the occurrence ofone or more ofthe events discussed herein could adversely affect the value ofthe property on the Site.

Limited Source of Funds

The Bonds, together with the interest thereon, are limited obligations of the City, payable solely from the Assessments and the amounts on deposit in the various funds and accounts established and maintained under the Tmst Indenture, all as more ftilly set forth therein. The Bonds are not general obligations of the City and do not constitute an indebtedness of the City within the meaning of any constitutional or statutory prorision or limitation. No holder of the Bonds shall have the right to compel the exercise of any taxing power of the City for payment of principal thereof or interest or premium, if any, thereon. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS - General" herein.

Concentration of Ownership

Prior to the issuance of the Bonds, all of the land on the Site will be owned by the Developer. Upon issuance ofthe Bonds, it is intended as part ofthe development plan for the Development that Lots will be purchased by others, some of whom may be affiliated with the Developer. The Developer currentiy intends to fiirther develop the Site as set forth in this Limited Offering Memorandum. There are expected to be subsequent transfers of ownership of the property within the Site from time-to-time; however, until any such transfers occur, the timely payment of the Bonds depends substantially on the willingness and ability of the Developer to pay the Assessments when due. The Developer has limited financial resources. A failure to make payments when due could result in the rapid, total depletion of the Debt Serrice Reserve Account and the General Reserve Fund prior to replenishment from the annual tax sale process or from proceeds ofa foreclosure sale. In that event, there could be a default in payments of the principal of, and interest on, the Bonds. See "PROPOSED DEVELOPMENT - Developer" above.

Information Not Verified

Information conceming the Improvement has been obtained from the City, the Developer and other sources believed to be reliable, but much of that information involves predictions of future events; such information is, by its nature, not subject to verification. Information conceming the Development has been obtained from the Developer.

Failure to Develop Properties

Development ofthe Site is subject to economic considerations affecting the Developer, including interest rates and the general economic climate of the City and the Chicago Mefropolitan Area. The failure to complete constmction of the required infrastmcture or substantial delays in the completion of the required infrastmcture due to enrironmental remediation requirements, permitting, litigation, the inability to obtain required fiinding or other causes may reduce the value of the property within the Site. Bondowners should assume that any event that significantiy impinges on the ability to develop the Site would cause the property values within the Site to decrease substantially from those estimated by the Appraiser and could affect the willingness and ability of the owners of land within the Site to pay the Assessments when due. 10/2/2002 REPORTS OF COMMITTEES 93899

Failure to Achieve Market Projections

The Appraisal has reached certain conclusions, based upon market frends and the projected demand for housing, office and hotel space in the City of Chicago. While the Appraiser believes the assumptions with respect to historical market conditions are accurate, there can be no assurances that such a level of absorption can be obtained in the Development. Failure to achieve these market projections could adversely affect the estimated value of the Lots, could impair the economic riability of the Development and could reduce the ability or desfre of the property owners to pay the Assessment. In that event, there could be a default in the payment of principal of, and interest on, the Bonds. See "PROPOSED DEVELOPMENT." It should not be assumed that the absorption of condominiums, apartments, hotels and parkhomes will occur as estimated and prospective purchasers should reriew the Appraisal in its entirety in order to make an informed decision whether to purchase the Bonds. See "APPENDIX C - Appraisal."

Appraised Values

The Appraiser has estimated the value of all property in the Site on the basis of certain definitions, contingencies, assumptions and limiting conditions contained in the Appraisal, including the assumed completion of tiie Improvement. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS - Summary of the Appraisal."

The Appraisal assumes that the Bonds will be issued for the purpose of constmcting the Improvement and that the Development will occur as outiined therein. There can be no assurance that the construction of the Improvement or the Development will be completed in a timely manner or that it will be completed at all. The Appraisal does not specifically address any possible negative impact which could occur by reason of failure to timely complete the Improvement or the Development, any fiiture litigation, the obtaining of future permits or approvals or other similar situations.

Development within the Site is contingent upon the constmction of the Improvement. A slow down or stoppage ofthe development process could adversely affect land values and reduce the ability or desire ofproperty owners to pay the Assessments. In that event, there could be a default in the payment of principal of, and interest on, the Bonds. See "RISK FACTORS - Failure to Develop Properties."

Open Space Designation

The Site currentiy is classified as "open space" with the Cook County Assessor's Office, which reduces the real estate taxes for the Site. See "PROPOSED DEVELOPMENT - Open Space Real Estate Tax Classification." A change in this classification could result in significantly higher real estate taxes, which may affect the willingness and ability of the owners of Lots within the Site to pay the Assessments when due. See "SECURirY AND SOURCE OF PAYMENT FOR THE BONDS - Sununaiy of the Appraisal."

Local, State and Federal Land Use Regulations

There can be no assurance that land development operations within the Site will not be adversely affected by future govemment policies, including, but not limited to, govemmental policies which directiy or indirectly restrict or confrol development. The Development Agreement cannot limit the application of City, State or Federal laws and regulations which have preemptive effect on local land use regulations. 93900 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

During the past several years. City, state and Federal regulatory agencies have significantly expanded their involvements in local land use matters through increased regulatory enforcement of various environmental laws, including the Endangered Species Act, the Clean Water Act and the Clear Air Act, among others. Such regulations can substantially impair the rate and amount of development without requiring just compensation unless the effect of the regulation is to deny all economic use of the affected property. Bondowners should assume that any event that significantly impairs the ability to develop land in the Site could cause the land values within the Site to decrease substantially and could affect the willingness and ability of the owners of land to pay the Assessments when due or to proceed with development ofland in the Site. See "RISK FACTORS - Failure to Develop Properties."

Competition

The immediate ricinity and the City of Chicago area in general are subject to numerous pending and proposed projects which are similar to the uses for which the Site is being marketed. This competition could have an adverse impact on the future value of the Site as well as on the rate at which the Lots are sold and developed. In addition, competing projects may not be subject to the additional tax burden ofa special assessment, which could also affect absorption. See "APPENDIX C - Appraisal".

Land Development Costs

Development of land within the Site is contingent upon constmction or acquisition of major infrastmcture and utilities such as arterial sfreets, water mains, sewage mains, drainage and flood confrol, gas, telephone, other communication and electrical facilities, and lighting, as well as on-site grading and related improvements. There can be no assurance that the Improvement will be constmcted or constmcted within budget, or will be constmcted in time for development to proceed as cuirently expected. See "PROPOSED DEVELOPMENT."

The cost of the Improvement plus the public and private, on-site and off-site improvements can be expected to increase the debt encumbering the land within the Site. The Assessments have priority over all existing and fiiture private liens, imposed on property in the Site except, possibly, for liens or security interests held by the Federal Deposit Insurance Corporation. See "RISK FACTORS - Bankmptcy," and "Potential Delay and Limitations in Foreclosure Proceedings." If property owners in the Site failed to pay the Assessments, and if the Debt Service Reserve Account and the General Reserve Fufid are depleted prior to collection of such delinquent Assessments through the tax sale process or foreclosure sale or otherwise, there could be a default in the payment of principal of, and interest on, the Bonds. See "RISK FACTORS - Bankmptcy" herein.

Overlapping Indebtedness

The Assessments and any penalties assessed for failure to pay the Assessments will constitute a lien against the parcels of land on which they will be leried until such assessments are paid. Such lien will be on a parity with all special taxes and special assessments which may be leried by other agencies and the lien for general ad valorem real property taxes regardless of when they are imposed upon the same property. The City, however, has no conttol over the ability of other taxing bodies to issue indebtedness secured by taxes on the property within the Site.

The ability of an owner of land within the Site to pay the Assessments could be adversely affected if additional debt is issued or additional taxes or assessments are levied which are payable by the 10/2/2002 REPORTS OF COMMITTEES 93901 owners ofland within the Site. The imposition of additional liens, whether public or private, may reduce the ability or willingness ofthe landowners to pay the Assessments.

Dependence on Developer

Initially, payment of the Bonds will be partially dependent upon, among other things, receipt of Assessments imposed on certain unimproved Lots.. Unimproved Lots provide less security to the Bondowners should it be necessary for the City to foreclose on such Lots due to the nonpayment of the Assessments. Because ofthe current concenttation of ownership in the Developer, the timely payment of the Bonds depends upon the willingness and ability of the Developer, other existing landowners and future owners to pay the Assessments levied on the unimproved Lots. See "RISK FACTORS - Concenttation of Ownership" above.

Assessment Delinquencies

In order to pay debt serrice on the Bonds, it is necessary that the Assessments be paid in a timely manner. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS - Foreclosure of Liens" for a discussion of the prorisions which apply, and the procedures which the City has agreed to follow under the Tmst Indenture, in the event of delinquencies in the payment of Assessments. See "RISK FACTORS - Potential Delay and Limitation in Foreclosure Proceedings" and "- Bankmptcy" below, for a discussion of limitations on the City's ability to foreclose the lien of delinquent unpaid Assessments in certain circumstances.

Potential Delay and Limitations in Foreclosure Proceedings

The ability of the City to foreclose the lien of a delinquent unpaid Assessment may be limited by bankmptcy, insolvency and other laws generally affecting creditors' rights or by the laws ofthe State relating to judicial foreclosure. See "RISK FACTORS - Bankmptcy." In addition, the prosecution of a foreclosure could be delayed due to many reasons, including crowded local court calendars or lengthy procedural delays.

The ability of the City to foreclose the lien of a delinquent unpaid Assessment may be limited with regard to properties in which the Federal Deposit Insurance Corporation ("FDIC") or any successor to tfie FDIC may acquire an interest. The FDIC currently does not have an interest in the land within the Site. However, if a lender takes a security interest in property in the Site and becomes insolvent, such a lender could fall under the jurisdiction ofthe FDIC. The FDIC could assert Federal preemptive power to challenge any prior taxes, special taxes and assessments where it is in their interest to do so, including the requirement that local agencies obtain the consent of the FDIC in order to foreclose the lien of delinquent Assessments.

Ifthe City is required to obtain the consent ofthe FDIC to foreclose on property located in the Site, such consent could be denied and the City might be unable to pursue foreclosure proceedings. Additionally, obtaining such consent could delay the foreclosure proceedings. Any delay in foreclosure proceedings or the inability of the City to foreclose on property in the Site in which the FDIC has an interest could result in a delay or default in payment ofthe Bonds.

In addition, potential investors should be aware that judicial foreclosure proceedings are not summary remedies and can be subject to significant procedural and other delays caused by crowded court 93902 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002 calendars and other factors beyond the conttol ofthe City. In addition, the Illinois Constitution prescribes certain minimum redemption periods, which may be as long as [three] years, in the event of foreclosure. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS - Foreclosure of Liens." It should be assumed that, under current conditions, it is estimated that a judicial foreclosure of the lien of the Assessments could take several years from initiation of htigation to the lien foreclosure sale.

Delays and uncertainties in the Assessment lien foreclosure process create significant risks for Bondholders. High rates of Assessment payment delinquencies which continue during the pendency of profracted Assessment lien foreclosure proceedings, could result in the rapid, total depletion of the Debt Serrice Reserve Account prior to replenishment from the tax sale process or the resale of lots in the Site upon foreclosure. In that event, there could be a default in payments of the principal of, and interest on, the Bonds. See "RISK FACTORS - Concenfration of Ownership" above.

Condemnation

There may be an occasion where property within the Site is acquired by a unit of govemment through condemnation. When this occurs, the unit of govemment that acquired the property may seek to have the property declared exempt from taxation under the general exemption prorisions of the fllinois Property Tax Code. A declaration that a property is exempt from taxation under these prorisions does not, however, extend to special assessments. Notvrithstanding the inapplicability of general exemption laws to special assessments, special assessments have been declared invalid where the property to be assessed is either owned by the State of fllinois or the United States Govemment.

In addition, there is no assurance that fiature legislation vrill not be considered or enacted which will extend these general exemption provisions to special assessments or that judicial interpretation so existing Illinois law relating to the inapplicability of the general exemption prorisions may be reconsidered or modified as to materially adversely effect the ability to collect the Assessment from such properties owned by units of local govemment.

Bankruptcy

The various legal opinions to be delivered concurrentiy with the delivery of the Bonds (including Cq-Bond Counsel's approring legal opinion) will be qualified, as to the enforceability ofthe various legal instmments, by moratorium, bankmptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally.

Although a bankmptcy proceeding would not cause the Assessments to become extinguished, the amount and priority of any Assessment Lien could be modified if the value of the Site falls below the value of the lien. If the value of the Site is less than the lien, such excess amount could be freated as an unsecured claim by a bankmptcy court haring jurisdiction. In addition, bankmptcy of a property owner could result in a delay in commencement and completion of foreclosure proceedings. Such delay would increase the likelihood ofa delay or default in payment ofthe principal of, and interest on, the Bonds and the possibility of delinquent Assessment installments not being paid in full.

Limited Secondary Market

There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market exists, that such Bonds can be sold for any particular price. Except as set forth in the 10/2/2002 REPORTS OF COMMITTEES 93903

Development Agreement and the Tmst Indenture and as described below under the caption "CONTINUING INFORMATION", neither the City nor the Developer has committed to provide any financial or and operating information on a going forward basis. See "APPENDIX B - Tmst Indenture." Occasionally, because of general market conditions, lack of current information, the absence of a credit rating for the Bonds or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. In addition, prices of issues for which a market is being made will depend on then prevailing circumstances. Such prices could be substantially different from the original purchase price.

Loss of Tax Exemption

Interest on the Bonds could become includable in gross income for Federal income tax purposes refroactive to the date of issuance of the Bonds as a result of a failure of the City to comply with certain prorisions of the Code. Should such an event of taxability occur, the Bonds are not subject to early redemption and will remain outstanding to mamrity or until redeemed under the optional redemption or mandatory redemption prorisions ofthe Tmst Indenture.

Risk of Legislative and Judicial Changes

Future legislation, regulations, govemmental or judicial interpretation of regulations or legislation or practices and procedures related to property tax assessment, levy, collections or distribution could have a material effect on the availability of the Assessments. There is no assurance that legislation will not be considered or enacted in the future, and unless provision is made in such legislation for special assessments generally in fllinois, the generation of the Assessments could be materially adversely affected.

Permits and Plat

Not all necessary land development permits for the constmction of the Improvement have been applied for and received by either the City or the Developer. These permits include the final engineering and final plat approval from the City; and the relevant City Departments (Water, Sewer, Transportation, Planning). Separately, development of each Lot will require building permits to be obtained. Delays in obtaining permits will delay the development ofthe Lots which will affect the value ofthe Lots.

Final Cost Certificate

Pursuant to the Special Assessment Law, the Final Cost of the Improvement is not determined, and the Final Cost Certificate is not issued or approved, until completion of the Improvement. There can be no assurance that the City will complete the Improvement or that the Court will approve the Final Cost Certificate. In either such event, the ability of the City to collect the Assessment and pay debt service on the Bonds could be impaired.

ReUance on the City Condominium and Rental Market

The success of the Development will be primarily driven by the absorption of its condominium units and the rental of apartment units. While secondary uses are allowed for hotel rooms and office towers, there will be a reliance upon the health of the condominium and rental market for the success of 93904 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

the Development. High rise constmction costs and the ability ofthe market to absorb these costs in terms of acceptable condominium prices and apartment rents will also be factors affecting the Project. A slow condominium or rental market will delay the sales of the Lots keeping a high concenfration of ownership with the Developer and extending the term ofthe Development. See "RISK FACTORS - Concenttation of Ownership."

Term of Development

The Developer anticipates that the Development should be completed over a term of about 10 years. To the extent the Developer or an entity of which the Developer or any of its members are part owns parcels within the Site, the Developer will be responsible for making timely payment of the Assessments over this time span. Failure to do so could result in a default on the Bonds.

Nature of the Development I There may be a limited market for the acquisition and development ofthe Lots. This may be due to the cost of the Lot and the subsequent cost of building. Financing for such high rise building constmction is also more limited than single-family homebuilder constmction due to the larger dollar amounts per building. Lack of financing for high rise building constmction could delay the sales of Lots keeping a high concenttation of ownership with the Developer and extending the term of the Development. See "RISK FACTORS - Concenttation of OwTiership."

Environmental

The findings, testing, cost, remediation and approvals/certifications process is such that there can be no assurance that this process will not affect the timing of the Development, completely stop the Development or negatively affect the sale of Lots or units in the Development. See "PROPOSED DEVELOPMENT - Enrironmental Reriew."

Conflicts

The Developer is participating and may continue to participate in the development of individual Lots. In addition, one of the Members of the Developer is proriding architectural serrices to the Development and may continue to proride such serrices to indiridual Lot developers.

UNDERWRITING

The Underwriters, William Blair & Company, L.L.C. and Podesta & Co., have has agreed to purchase the Bonds from the City for reoffering, subject to certain conditions, at an aggregate purchase price of $ , which reflects an Underwriting Discount of $ . Under the bond purchase agreement among the City, the Developer and the Underwriters (the "Bond Purchase Agreement"), the Underwriters are obligated to purchase all of the Bonds if any are purchased. The obligation ofthe Underwriters to make such purchase is subject to certain conditions set forth in the Bond Purchase Agreement. The Underwriters may change the prices and other terms with respect to the offer and sale of the Bonds from time to time after the Bonds are released for sale, and the Bonds may be offered and sold at prices other than the initial offering price set forth on the cover page of this Limited Offering Memorandum, including sales to dealers. 10/2/2002 REPORTS OF COMMITTEES 93905

LEGAL OPINIONS

Legal matters incident to the authorization, issuance and sale of the Bonds are subject to the approring legal opinion of Foley & Lardner, Chicago, fllinois and Pugh, Jones & Johnson, P.C, Chicago, fllinois, Co-Bond Counsel. See "APPENDIX F - Co-Bond Counsel Opinion." Certain legal matters will be passed upon for the Underwriters by their Co-counsel, Ungaretti & Harris, Chicago, Illinois, and Greene and Letts, Chicago, Illinois; for the City by its Corporation Counsel and Klein, Thorpe & Jenkins, Chicago, fllinois; and for the Developer by its counsel, Daley & George, Chicago, fllinois and Altheimer & Gray, Chicago, fllinois.

TAX EXEMPTION

In the opinion of Foley & Lardner and Pugh, Jones & Johnson, P.C, Co-Bond Counsel, based upon an analysis of existing laws, regulations, mlings and court decisions, and assuming, among other matters, compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under the Intemal Revenue Code of 1986, as amended (the "Code") and is not a specific preference item for purposes of the federal indiridual or corporate altemative minimum taxes. Co-Bond Counsel observe that interest on the Bonds is included in adjusted current eamings in calculating federal corporate altemative minimum taxable income. Interest on the Bonds is not exempt from State of fllinois income taxes.

Bonds purchased, whether at original issuance or otherwise, for an amount greater than their principal amount payable at maturity (or, in some cases, at their earlier call date) ("Premium Bonds") will be freated as having amortizable bond premium. No deduction is allowable for the amortizable bond premium in the case of Bonds, like the Premium Bonds, the interest on which is excluded from gross income for federal income tax purposes. However, the amount of tax exempt interest received, and a purchaser's basis in a Premium Bond, will be reduced by the amount of amortizable bond premium properly allocable to such purchaser. Beneficial Owners of Premium Bonds should consult their own tax adrisors with respect to the proper freatment of amortizable bond premium in their particular circumstances.

To the extent the issue price of any maturity of the Bonds is less than the amount to be paid at maturity of such Bonds (excluding amounts stated to be interest and payable at least annually over the term of such Bonds), the difference constimtes "original issue discount," the accmal of which, to the exfent properly allocable to each Bondholder, is tteated as interest on the Bonds which is excluded from gross income for federal income tax purposes. For this purpose, the issue price of a particular maturity of the Bonds is the first price at which a substantial amount of such maturity of the Bonds is sold to the public (excluding bond houses, brokers, or persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). The original issue discount with respect to any maturity of the Bonds accmes daily over the term to maturity of such Bond on the basis of a constant interest rate compounded semiannually (with sfraight-line interpolations between compounding dates). The accming original issue discount is added to the adjusted basis of such bond to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of Bonds. Beneficial Owners of the Bonds should consult their own tax advisors vrith respect to the tax consequences of ownership of Bonds with original issue discount, including the freatment of purchasers who do not purchase such Bonds in the original offering to the public at the first price at which a substantial amount ofsuch Bond was sold to the public.

Section 103 of the Code imposes various resfrictions, conditions and requirements relating to exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. The City has covenanted to comply with certain restrictions designed to insure that interest on the Bonds 93906 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

will not be included in federal gross income. Failure to comply with these covenants may result in interest on the Bonds being included in gross income for federal income tax purposes, possibly from the original issue date of the Bonds. The opinion of Foley & Lardner and Pugh, Jones & Johnson, P.C. assumes compliance with these covenants. Foley & Lardner and Pugh, Jones & Johnson, P.C. have not undertaken to detennine (or to inform any person) whether any actions taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Bonds may adversely affect the value of or the tax-exempt status of interest on the Bonds. Further, Foley & Lardner and Pugh, Jones & Johnson, P.C. do not give assurance that pending or further legislation or amendments to the Code, if enacted into law, will not adversely affect the value of or the tax exempt status of interest on the Bonds. Beneficial Owners are encouraged to consult thefr own tax adrisors with respect to proposals to restmcture the federal income tax.

Certain requirements and procedures contained or referred to in the Tmst Indenture and other relevant documents may be changed and certain actions (including, without limitation, defeasance of the Bonds) may be taken or omitted under the circumstances subject to the terms and conditions set forth in such documents. Foley & Lardner and Pugh, Jones & Johnson, P.C. express no opinion as to any Bond or the interest thereon if any such change occurs or action is taken or omitted upon adrice or approval of bond counsel other than Foley & Lardner and Pugh, Jones & Johnson, P.C.

Although Foley & Lardner and Pugh, Jones & Johnson, P.C. are ofthe opinion that interest on the Bonds is excluded from gross income for federal income tax purposes, the ownership or disposition of, or the accmal or receipt of interest on the Bonds may otherwise affect a Beneficial Owner's federal or state tax liability. The nature and extent of these other tax consequences will depend upon the particular tax status of the Beneficial Owner or the Beneficial Owner's other items of income or deduction. Foley & Lardner and Pugh, Jones & Johnson, P.C. express no opinion regarding any such other tax consequences. / No assurance can be given that any future legislation or clarifications or amendments to the Code, if enacted into law, will not cause the interest on the Bonds to be subject, directiy or indirectiy, to federal or state income taxation, or otherwise prevent the Bondholders from realizing the full current benefit of the tax status of the interest thereon. Further, no assurance can be given that any such future legislation, or any actions ofthe IRS, including, but not limited to, selection ofthe Bonds for audit examination, or the course or result of any examination of the Bonds, or other bonds which present similar tax issues, will not affect the market price for the Bonds.

CONTINUING DEVELOPER INFORMATION

Pursuant to the Development Agreement, the Developer (sometimes referred to as the "Developer Entities") has agreed to proride to the City, the Underwriters of the Bonds and the Beneficial Owners certain continuing infonnation conceming the Development of the Site until such time as all Lots have been sold (the "Developer Infonnation"). The City has no responsibility to any party to proride any such Developer Infonnation nor assumes any liability for any enor or omission contained therein. The Developer Infonnation includes: (i) annual fmancial statements from the Developer Entities; (ii) quarterly reports from the Developer Entities setting forth: (a) the number of pad sales and the cunent owner; (b) the type of development proposed for each pad; (c) summary of units sold (condos) or units leased (apartments and office) for each development on each paid; (d) the number of parkhomes constmcted on the Site; (e) the number of sales of parkhomes and the range of sale prices for such homes; and (iii) with respect to the Developer Entities: (a) any pending litigation which would adversely affect the ability of the Developer Entities to develop the Site to pay the Special Assessment; (b) any material change in the stmcture or ownership ofthe Developer Entities; (c) any failure ofthe Owner or an affiliate of Owner to pay by the date due general ad valorem property taxes. Special Assessments or any other 10/2/2002 REPORTS OF COMMITTEES 93907

govemmental charge on the Site; (d) any denial or termination of, or default under, any line of credit or loan or any other loss of a source of funds that the Developer Entities have reason to believe is likely to have a material adverse effect on the ability of the Developer Entities to develop the Site; (e) the occunence of any event of bankmptcy with respect to either of the Developer Entities or any affiliate thereof; (f) any significant amendments to land use entitlements for the Site if such amendments are likely to prevent or delay the development of the Site; (g) any preriously undisclosed govemmentally-imposed preconditions to commencement or continuation of development of the Site if such preconditions are likely to prevent or delay the development of the Site; (h) any preriously undisclosed legislative, adminisfrative or judicial challenges to development of the Site or the collection of the Special Assessment; (i) any changes of which the Developer Entities are aware, if material, in the alignment, design or likelihood of completion of significant Public Improvements affecting the Site, including major thoroughfares, sewers, water conveyance systems and similar facilities; and (j) any changes in the US EPA enrironmental remediation plan or increases of greater than ten percent (10%) in the original budget for enrironmental remediation. The quarterly reports shall be delivered within thirty (30) days after the end of each calendar quarter. The financial statement shall be delivered within thirty (30) days of its completion. Information under (ii)(c) for each indiridual paid shall cease upon ninety percent (90%) sell out ofthe condo units or ninety percent (90%) lease up ofthe apartment or office space for that particular indiridual paid. Information under (ii)(d) and (ii)(e)n shall cease upon full sell out of each parkhome phase. In addition, the Developer Entities shall use their best efforts to proride prompt notice of any of the events listed in (iii)(a) through (j) above.

LIMITED OFFERING

The Bonds are being offered only to sophisticated investors. Each prospective purchaser of the Bonds is being fumished a copy ofthis Limited Offering Memorandum, together vrith any supplements to this Limited Offering Memorandum. In addition, each prospective purchaser is hereby offered the opportunity, prior to purchasing any Bonds and at any time the Bonds are outstanding, to ask questions of, and receive answers from the Underwriters, the City and the Developer conceming the terms and conditions ofthe offering, and to obtain any additional relevant information, to the extent either possesses the same or can acquire it without unreasonable effort or expense. Inquiries conceming additional information'should be directed in writing to the Underwriters at William Blair & Company, L.L.C., 222 West Adams Sfreet, Chicago, fllinois 60606, Attention: Municipal Bond Department.

FINANCIAL ADVISOR

The City has engaged Speer Financial, Inc. as financial adrisor (the "Financial Adrisor") in connection with the issuance and sale ofthe Bonds. Except as set forth under the caption "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS - General," the Financial Adrisor is not obligated to undertake any independent verification of or to assume any responsibility for the accuracy, completeness or faimess ofthe information contained in this Limited Offering Memorandum. 93908 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

NO LITIGATION

The City

At the time of delivery of and payment for the Bonds, the City will certify that there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, pending with respect to which the City has been served with process or is otherwise aware, or, to the knowledge of the officer of the City executing such certificate, threatened against the City affecting the existence of the City, the Assessments or the titles of its officers to their respective offices or seeking to restrain or to enjoin the sale or delivery ofthe Bonds, the application ofthe proceeds thereof in accordance vrith the Supplemental Ordinance or the Tmst Indenture, or the collection or application of any revenues prorided for the payment of the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Supplemental Ordinance, the Tmst Indenture, the Development Agreement, the Serricing Agreement or any action of the City contemplated by any of the said documents, or the collection or application of any revenues prorided for the payment of the Bonds, or in any way contesting the completeness or accuracy of the Supplemental Ordinance or any amendment or supplement hereto, or contesting the powers ofthe City contemplated by any of said documents, nor, to the knowledge ofthe officer ofthe City executing such certificate, is there any basis therefor.

The Developer

At the time of delivery of and payment for the Bonds, the Developer will certify that there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, govemment agency, public board or body, pending or threatened by or against the Developer: (i) in any way questioning the due formation and valid existence of the Developer; (ii) in any way questioning or affecting the validity of the Development Agreement or the consummation of the ttansactions contemplated thereby; (iii) in any way questioning or contesting the validity of any govemmental approval of the Improvement or the Development or any aspect thereof; or (iv) which would have a material adverse effect upon the financial condition ofthe Developer.

NO RATING

The City has not made, and does not currentiy contemplate making, an application to any rating agency for the assignment of a rating to the Bonds.

MISCELLANEOUS

The references, excerpts, and summaries of documents and statutes contained in this Limited Offering Memorandum do not purport to be complete statements ofthe provisions ofsuch documents and statutes, and reference is made to all such documents and statutes for full and complete statements of their terms and prorisions. 10/2/2002 REPORTS OF COMMITTEES 93909

The estimates, assumptions, statistical and financial information, and all other information contained in this Limited Offering Memorandum have been compiled from official and other sources believed to be reliable; however, none of such estimates, assumptions, or information is guaranteed by the City, the Developer, or the Underwriters as to completeness or accuracy.

Any statement made in this Limited Offering Memorandum involving matters of opinion or of estimates, whether or not so expressly stated, is set forth as such and not as a representation of fact; no representation is made that any of the estimates contained herein will be realized. The information and expressions of opinion contained herein are subject to change without notice, and neither the delivery of this Limited Offering Memorandum nor any offer or sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the Developer since the date hereof.

AUTHORIZATION

By an ordinance adopted on , 2002 by the Corporate Authorities of the City of Chicago this Limited Offering Memorandum has been duly authorized for execution and delivery, and for distribution to prospective purchasers and the Underwriters.

CITY OF CHICAGO

By_ [Chief Financial Officer]

[Appendices "B", "C", "D" and "E" referred to in this Preliminary Limited Offering Memorandum unavailable at time of printing.]

Appendices "A" and "F" referred to in this Preliminary Limited Offering Memorandum read as follows: 93910 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Appendix "A". (To Preliminary Limited Offering Memorandum)

The Developer.

Magellan Development Group, Ltd.

Magellan is an Illinois corporation, specializing in real estate development, construction management and property management services. Magellan, in cooperation with its affiliates, has developed, financed, constructed and managed a wide variety of successful residential and commercial properties located primarily in Chicago's "near north" area since 1987. These projects include single and multi- family housing, full-service hotels, medical and retail centers.

To achieve this wide array of successful ventures, Magellan has relied on an amalgam of skilled market analysis, property acquisition and zoning, on a history of solid financial relationships, and on emplo5dng construction contractors whose state-of-the-art methods are efficient, timely and cost-effective. Equally important, from the principles to the staff, the firm is in the hands of experienced professionals — a team offering years of expertise in every facet of Site development, construction and management. And finally, Magellan selects proven and experienced subcontractors, architects, designers, landscapers and others responsible for turning a corporate vision into a stunning reality.

Magellan or affiliates have developed or are currently developing a number of residential communities in Chicago. Rental communities include Dearborn Place, One Superior Place, and Millennium Plaza, and Grand Plaza consisting of an aggregate of approximately two thousand two hundred (2,200) apartments and approximately two hundred thousand (200,000) square feet of retail space, ofwhich one thousand one hundred fifty (1,150) units are occupied and one thousand fifty (1,050) are in various stages of construction and rental. Condominium communities include Park Newberry, 21 West Chestnut, 630 North State Parkway, The Farallon, Admiral's Pointe, The Caravel, and Park Alexandria and account for over one thousand two hundred (1,200) units and parking aggregates to over one thousand five hundred (1,500) spaces, ofwhich nine hundred seventy (970) units have been sold and two hundred thirty (230) units are in various stages of construction, pre-sale, closing and occupancy.

The key personnel vrithin the company are profiled as follows:

Joel M. Carlins, President.

Joel Carlins has been instrumental in every facet of Magellan Development 10/2/2002 REPORTS OF COMMITTEES 93911

Group's growth and its continuing success. The firm has recently been described as "possibly Chicago's most prolific condominium developer". Carlins supervises the overall activities of the development group, from acquisition of raw land through financing. Site development, design and construction.

Carlins attended the Chicago Academy of Fine Arts and has a bachelor's degree in journalism from the University oflllinois and a Juris Doctor ofLaw degree from DePaul University. He is a member ofthe Sigma Delta Chi professional journalism society. He is licensed to practice law in Illinois and the Virgin Islands and has practiced law throughout the United States as well as several foreign countries.

He is a member ofthe Chicago, Illinois, American and Federal Bar Associations and the Virgin Islands Bar Association and is admitted to practice in federal district courts in New Jersey, Texas, Illinois, Iowa, Nevada, Wisconsin, Indiana, California, Pennsylvania and the Virgin Islands; also the United States Tax Court of Appeals, United States Court of Appeals; United States District Court for the Seventh Appeals; State of Illinois Supreme Court and United States Supreme Court. Carlins previously authored an article on limited partnerships for the continuing education publication of the Illinois Bar Association.

His legal experience spans all aspects of real estate development, where he has represented developers, architects, contractors and related professionals. As an attorney/developer Carlins has also been retained by national and local pension funds, syndication companies, lenders, asset managers and banks to supervise the disposition of real estate assets situated in Illinois, Michigan, Maryland, California, Nevada, Washington and New Mexico. Properties included raw land, single and multi-family rentals, condominium developments, hotels, golf courses, retail, commercial and marina developments.

Carlins' personal development experience covers a broad swath that includes residential, commercial and retail properties, hotels, medical offices and outpatient facilities. His first development experience was the restoration ofthe Skokie Swift Terminal Building in 1964, which was recently classified an Historic Landmark in Skokie, Illinois.

Carlins is actively involved in numerous charitable and community organizations and has held many posts.

David J. Carlins, Vice President.

David Carlins is the vice president of Magellan Development Group, Ltd. and the president of Magellan Real Estate Group, Ltd.. David oversees the day to day functions of the construction management team, development department and sales staff for the company. In addition, Mr. Carlins is the primaiy point of contact with respect to structuring the financing for Magellan's projects. 93912 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Since 1996, Mr. Carlins has structured a myriad of different forms of financing including conventional construction financing in excess of Five Hundred Million Dollars ($500,000,000), mezzanine financing in excess of One Hundred Million DoUars ($100,000,000), as well as a One Hundred Twenty Million Dollars ($120,000,000) presale of a new construction apartment building.

Mr. Carlins earned his Bachelor of Science degree in Education from the University of Wisconsin, Madison. David received his J.D. from Loyola Law School and is licensed to practice law in the State of Illinois. He has also completed a variety of courses in construction management offered through the Home Builder's Association of Greater Chicago and is a licensed real estate broker.

Sean P. Linnane, Vice President Of Development.

Mr. Linnane is responsible for evaluating multi-family housing and retail development opportunities at various sites in Chicago and its suburbs. Mr. Linnane is also responsible for managing and coordinating various development activities at existing projects. Currently, he is coordinating all development activities relating to the Lakeshore East Development.

Previously, Mr. Linnane worked for Equity Properties and Development Limited Partnership, then part of Sam Zell's Equity Group Investments, and one of the largest retail development firms in the nation. As a construction project manager, he was responsible for strategizing, coordinating and implementing various redevelopment projects wdthin the company's regional mall and community center portfolio.

Mr. Linnane received his Bachelor of Architecture from Illinois Institute of Technology and his Master of Management at Northwestern University's J.L. Kellogg Graduate School of Management.

The following profiles affiliate companies owned and operated by Magellan:

Perl Mortgage.

Perl Mortgage, L.L.C. is an affiliate of Magellan and is its preferred lender to the purchasers of Magellan related condominiums. Perl specializes in new construction homeowner loans as well as existing homes and refinances. Perl offers prompt service, competitive rates, extended rate locks and special programs for first time buyers. Perl Mortgage originated in excess of Five Hundred Fifty Million DoUars ($550,000,000) in home loans in calendar year 2001. 10/2/2002 REPORTS OF COMMITTEES 93913

Magellan Real Estate Group, Ltd.

Originally formed to serve Magellan purchasers in the resale of their units wdthin developments of Magellan's affiliates, the group has expanded to include the sale and purchase of properties within the community and surrounding area.

Near North Properties, Inc.

Near North Properties, Inc. ("N.N.P.") is a full service development, marketing and property management company specializing in multi-family housing. James R. Loewenberg, the sole shareholder of N.N.P., has been involved in real estate development and management since the early 1970s.

N.N.P. was responsible for the development, construction contract administration, marketing, and leasing of several residential rental communities. One Superior Place, an eight hundred nine (809) unit apartment building containing an eight hundred fifty (850) car garage and fifty-two thousand (52,000) square feet of commercial area and a twenty-five thousand (25,000) square foot club floor containing a business center, state of the art fitness center, party faciUties, library and an outdoor pool and sundeck was recently completed. This Site has continued to enjoy the highest rent per square foot of any apartment building located in Chicago, Illinois.

Current activities of N.N.P. include the development of The Park Millennium located at 222 North Columbus Drive in Chicago, Illinois. This four hundred eighty-one (481) unit apartment project wdll include twenty thousand (20,000) square foot of commercial. This project is currently under construction with completion in 2002. N.N.P. is currently co-developing Grand Plaza located on the block bounded by State, Ohio, Dearborn Street and Grand Avenue, in Chicago, Illinois.

Mr. Loewenberg was responsible for the development, construction contract administration, marketing, and leasing of several mixed-use properties between 1985 and the present. These properties are Dearborn Place, located at 875 North Dearborn Street, containing one hundred eighty-five (185) apartments, sixteen thousand (16,000) square feet of offices and a one hundred ten (110) car garage; One East Delaware Place containing three hundred six (306) apartments, forty-two thousand five hundred (42,500) square feet of commercial and office space and a four hundred ten (410) car garage and 2555 North Clark Street, a one hundred sixty-two (162) unit apartment building containing a one hundred sixty-five (165) car garage and ten thousand (10,000) square feet of commercial area.

The key personnel of N.N.P. are profiled as follows: 93914 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

James R. Loewenberg, President.

James R. Loewenberg graduated from the Massachusetts Institute of Technology with a Bachelor of Architecture degree in 1957. After graduation, Mr. Loewenberg joined the architectural and engineering firm of Loewenberg 8c Loewenberg, founded in 1919, by his father and uncle. He received his license to practice architecture in the State of Illinois in 1958 and at that time was admitted into partnership of the firm, Mr. Loewenberg assumed management of the firm in 1980.

During the early period of his career, he was involved in a significant number of high-rise residential apartments projects located along Chicago's Lake Shore Drive. Mr. Loewenberg is a licensed real estate broker in the State oflllinois and a licensed architect in Illinois, Indiana, Wisconsin, Califomia, Nevada, Arizona, Colorado and South Carolina.

Robin Loewenberg Berger, Vice President.

Robin Loewenberg Berger is a vice president of N.N.P.. Ms. Berger has been involved in real estate development for over fifteen (15) years. In 1983, she graduated with a Bachelor of Fine Arts — Interior Architecture degree from The School of The Art Institute of Chicago. She is vice president and director of marketing for N.N.P.

Ms. Berger's leasing and marketing activities have included major residential projects in Chicago, including Ontario Place, Dearborn Place, 2555 North Clark Street and One East Delaware Place. She is in charge ofali leasing and marketing operations for the firm. She was recently responsible for the leasing marketing and management operations at One Superior Place. Ms. Berger coordinated and supervised the leasing staff, collateral materials, model and leasing center design and leasing activity for the lease-up ofthe eight hundred nine (809) unit project. One Superior Place was the first newly constructed apartment development in over a decade in Chicago. She presently is directing the leasing and marketing efforts for the seven hundred sixty-four (764) unit Grand Plaza development.

The following affiliate company is also owned and operated by Mr. Loewenberg:

Loewenberg 85 Associates, Inc.

Formed in 1919, Loewenberg 85 Associates ("L & A") has become one of Chicago's preeminent residential high-rise architectural firms. Today, it is solely owned by James Loewenberg and employs twenty-five (25) to thirty (30) 10/2/2002 REPORTS OF COMMITTEES 93915

architects and draftsmen. L fit A has been responsible for the design of many of the finest residential communities in Chicago, including at least five (5) buildings that are currently under construction.

Appendix "F". (To Preliminary Limited Offering Memorandum)

Co-Bond Counsel Opinion.

2002

City of Chicago William Blair &, Company, L.L.C. 121 North LaSalle Street 222 West Adams Street Chicago, Illinois 60602 Chicago, Illinois 60606

Podesta fis Co. BNY Midwest Trust Company Two North LaSalle Street Chicago, Illinois Chicago, Illinois 60602

Ladies and Gentlemen:

We have examined a certified copy of the transcript of proceedings and accompanying certificates relating to the issuance of $ aggregate principal amount of City of Chicago Special Assessment Improvement Bonds (Lakeshore East Project), Series 2002 (the "Bonds"), ofthe City of Chicago, Cook County, Illinois (the "City"). The Bonds are iniUally dated 1, 2002 and mature on the dates and in the amounts and bear interest at the rates per year as follows: '

Maturing Amount Interest (December 1) Maturing Rate

Maturing Amount Interest (December 1) Maturing Rate 93916 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Interest on the Bonds is payable on June 1 and December 1 in each year, with the first interest payment date being December 1, 2002. The Bonds are subject to mandatory and optional redemption as provided in the Trust Indenture dated as of , 2002 (the "Indenture"), between the City and BNY Midwest Trust Company, as trustee (the "Trustee"), authorizing the issuance thereof. We have also examined the form of Bond.

Based upon our examination ofthe certified copy ofthe transcript of proceedings, the accompanying certificates and the form of Bond referred to above, it is our opinion that the Bonds are valid and legally binding special limited obligations of the City in accordance wdth their terms, payable pursuant to the Special Assessment Supplemental Bond and Procedures Act from the Assessment, as defined in the Indenture and amounts on deposit with the Trustee and pledged as part of the Trust Estate under the Indenture.

We are further of the opinion that, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, compliance with certain covenants, as described herein, interest on the Bonds [including any original issue discount properly allocable to the holder of a Bond] is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code") and is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. It should be noted, however, that, for the purposes of computing the alternative minimum tax imposed on certain corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted current earnings. The opinion set forth in the preceding sentence is subject to the condition that the City comply with all requirements of the Code that must be satisfied subsequent to the issuance ofthe Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The City has covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. We express no opinion regarding other federal tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds.

It is to be understood that the right of the owners of the Bonds and the enforceability of the Bonds, the ordinance authorizing their issuance and the Indenture may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and by equitable principles, whether considered at law or in equity.

Interest on the Bonds is not exempt from present State of Illinois income taxes.

This opinion is given as of the date hereof and we assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may JO/2/2002 REPORTS OF COMMITTEES 93917

subsequently come to our attention or any changes in law that may hereafter occur.

Very truly yours.

ExhibU "E". (To Ordinance)

Bond Issuance Specifications.

Issuer: City of Chicago, Illinois

Bond Type: Supplemental Act Assessment Bonds with interest payable semiannually on June 1 and December 1, commencing December 1, 2002*.

Amount: Sixty Million Dollars ($60,000,000)*

Structure: The Bonds wdll be secured by special assessments to be imposed on certain of the lots within the Project area benefited from the hereinafter described Improvements. In addition, the Bonds wdll be secured from certain funds and accounts held by the Trustee pursuant to a Trust Indenture between the Trustee and the City.

The Bonds are not general obligations of the City and will be secured only as set forth below (see "Security"). Only the real property comprising the Project will be subjected to the special assessment and no other taxpayer nor the City shall be liable for the payment of the principal of or interest on the Bonds.

The Project: The Project is comprised of approximately twenty-six (26) acres east of Illinois Center between Wacker Drive and Randolph Street and Columbus Boulevard and Lake Shore Drive. When completed the Project is anticipated to consist

Preliminary, subject to change 93918 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

of up to fourteen (14) high-rise apartments, condominiums, office buildings and hotels. In addition, the Project will have approximately one hundred twenty (120) to one hundred fifty (150) parkhomes, an approximately six (6) acre park and a public elementary school.

The Improvements: The net proceeds of the Bonds will be used to finance certain public infrastructure within the Project. Specifically, the improvements will consist of roads, streets, curbs, gutters, sidewalks, street lights, water mains, sanitary sewers, storm sewers, park improvements, right-of-way improvements, grading, aviation, landscaping, architectural and engineering services and acquisition of land on which the Improvements are to be built.

Security: The Bonds are special obligations of the City payable solely from: the Special Assessments; a debt service reserve fund equal to ten percent (10%) ofthe par amount of Bonds issued; certain other funds and accounts held by the Trustee.

Sale of Delinquent Assessment: Any delinquent Special Assessment for any given year would be included in the general tax sale with unpaid general ad valorem property taxes. The annual tax sale is usually held during March of any given year in Cook County. Taxpayers can redeem their property by paying the purchaser of the delinquent Special Assessment. If the redemption does not occur within two and one-half (2V2] years, the purchaser of the delinquent Special Assessment can receive a deed to the property.

Prepajmient of Assessment: Under the Act, the Special Assessments are subject to repayment, in whole or in part at, any time.

Mandatoiy Redemption: The Bonds are subject to annual sinking fund redemptions beginning in 2008*.

Optional Redemption The Bonds are subject to optional redemption in whole or in part on any interest payment date beginning June 1, 2012* at the redemption prices (expressed as percentages of the

Preliminary, subject to change 10/2/2002 REPORTS OF COMMITTEES 93919

principal amount of the Bonds called for redemption) as follows:

Redemprion Dates* Redemption Prices

December 1, 2012 through November 30, 2013 102% December 1, 2013 through November 30, 2014 101% December 1, 2014 and thereafter 100%

Final Maturity: Thirty (30) years. Rating: Non-rated.

Developer: Lakeshore East, L.L.C. and Lakeshore East Development Group, L.L.C.

Taxation: Exempt from federal income tax, not subject to AMT.

Denomination: One Hundred Thousand Dollars ($100,000) and integral multiples of One Thousand Dollars ($1,000) in excess thereof.

Securities Depositoiy: The Depository Trust Company.

APPROVAL FOR RESTRUCTURING OF LOAN AGREEMENT WITH SOUTH HAMLIN ASSOCIATES LIMITED PARTNERSHIP FOR REHABILITATION OF BUILDING AT 146- 156 SOUTH HAMLIN BOULEVARD.

The Committee on Finance submitted the followdng report:

Preliminary, subject to change 93920 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

CHICAGO, October 2, 2002.

To the President and Members of the City Council:

Your Committee on Finance, having had under consideration an ordinance authorizing entering into and executing an amendment to a loan agreement with South Hamlin Associates Limited Partnership, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Alderman Edward M. Burke abstained from voting pursuant to Rule 14 ofthe City Council's Rules of Order and Procedure.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yieas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 46.

Nays — None.

Alderman Beavers moved to reconsider the foregoing vote. The motion was lost.

Alderman Burke invoked Rule 14 of the City Council's Rules of Order and Procedure, disclosing that he had represented parties to this ordinance in previous and unrelated matters.

The followdng is said ordinance as passed: 10/2/2002 REPORTS OF COMMITTEES 93921

WHEREAS, The City of Chicago (the "City") is a home rule unit of govemment under Section 6(a), Article VII ofthe 1970 Constitution ofthe State oflllinois and, as such, may legislate as to matters which pertain to its local government and affairs; and

WHEREAS, The City Council ofthe City (the "City Council") has determined that the continuance of a shortage of rental housing affordable to persons of low- and moderate-income is harmful to the health, prosperity, economic stability and general welfare of the City; and

WHEREAS, The City programmed (1) funds from its Rental Rehabilitation Program and (2) Community Development Block Grant funds for its Multi-Unit Rehabilitation Assistance Program (collectively, the "Program Financing"), to provide financing to owaiers of rental properties containing five (5) or more dwelling units in low- and moderate-income areas to rehabilitate said rental properties; and

WHEREAS, The City Council enacted an ordinance on July 19, 1989, pubUshed at pages 3269 — 3272 of the Joumal of the Proceedings of the City Council of that date, which authorized the City's Department of Housing ("D.O.H.") to provide Program Financing to an entity named as Bethel New Life for the rehabilitation of eighteen (18) dwelling units in a building located at 146 — 156 South Hamlin Boulevard, in Chicago, Illinois (the "Building"); and

WHEREAS, The City made a loan in the amount of Six Hundred Twenty-eight Thousand Seven Hundred Twenty-five DoUars ($628,725) (the "Loan") to South Hamlin Associates Limited Partnership, an Illinois limited partnership (the "Borrower"), on November 7, 1989, which loan is secured by, among other things, that certain Junior Mortgage Assignment of Rents and Security Agreement dated November 7, 1989, made by the Borrower in favor of the City; and

WHEREAS, At the time of the making of the Loan, the general partner of the Borrower was New Life Management, Inc., an Illinois corporation ("N.L.C."), which was an affiliate of Bethel New Life, Inc., an Illinois not-for-profit corporation; and

WHEREAS, On March 1, 1998, Investment Management Corporation, an Illinois not-for-profit corporation ("I.M.C"), was substituted in place of N.L.C. as the general partner of the Borrower; and

WHEREAS, The Borrower has met with certain financial difficulties in the operation of the Building, and has requested that D.O.H. approve a proposed restructuring ofthe Loan and D.O.H. has approved such restructuring; and

WHEREAS, It is necessary to ratify the making ofthe loan to the Borrower and the substitution of the general partner ofthe Borrower; now, therefore. 93922 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Be It Ordained by the City CouncU of the City of Chicago:

SECTION 1. The above recitals are expressly incorporated in and made a part of this ordinance as though fully set forth herein.

SECTION 2. The making of the Loan to the Borrower is hereby ratified, confirmed and approved, and the substitution of N.L.C. with I.M.C. as the general partner of the Borrower is hereby authorized, confirmed and approved. The Commissioner of D.O.H. (the "Commissioner") or a designee ofthe Commissioner, are each hereby authorized, subject to approval by the Corporation Counsel, to negotiate, enter into and execute such agreements and instruments, and perform any and all acts as shall be necessary or advisable in connection with the implementation of the intent of this ordinance.

SECTION 3. To the extent that any ordinance, resolution, rule, order or provision of the Municipal Code of Chicago, or part thereof, is in conflict with the provisions of this ordinance, the provisions of this ordinance shall control. If any section, paragraph, clause or provision ofthis ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this ordinance.

SECTION 4. This ordinance shall be effective as of the date of its passage.

AUTHORIZATION FOR ISSUANCE AND SALE OF VARIABLE RATE DEMAND MULTI-FAMILY HOUSING REVENUE BONDS (HYDE PARK REDEVELOPMENT LIMITED PARTNERSHIP PROJECT) SERIES 2002 FOR ACQUISITION AND CONSTRUCTION OF MULTI-FAMILY AFFORDABLE HOUSING AT 5330 SOUTH HARPER AVENUE AND EXECUTION OF RELATED AGREEMENTS.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council: 10/2/2002 REPORTS OF COMMITTEES 93923

Your Committee on Finance, having had under consideration an ordinance authorizing the issuance of City of Chicago Variable Rate Demand Multi-Family Housing Revenue Bonds, Series 2002 for the benefit of Hyde Park Redevelopment Associates Limited Partnership, amount of Bonds not to exceed $3,500,000, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Alderman Edward M. Burke abstained from voting pursuant to Rule 14 ofthe City Council's Rules of Order and Procedure.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted vrith the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwdnkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone - 46.

Nays — None.

Alderman Beavers moved to reconsider the foregoing vote. The motion was lost.

Alderman Burke invoked Rule 14 of the City Council's Rules of Order and Procedure, disclosing that he had represented parties to this ordinance in previous and unrelated matters.

The following is said ordinance as passed: 93924 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Recitals.

A. The City of Chicago (the "City") is a duly constituted and existing municipality within the meaning ofSection 1 of Article VII ofthe 1970 Constitution ofthe State oflllinois (the "Constitution") having a population in excess of twenty-five thousand (25,000) and is a home rule unit of local government under Section 6(a) of Article VII ofthe Constitution.

B. As a home rule unit and pursuant to the Constitution, the City is authorized and empowered to issue multi-family housing revenue bonds for the purpose of financing the cost of acquiring, constructing, renovating and equipping a residential facility located in the City.

C. Hyde Park Redevelopment Associates Limited Partnership, an Illinois limited partnership (the "Borrower"), which has DRE, Inc., an Illinois corporation, as its sole general partner, desires that the City issue, sell and deliver the City's Variable Rate Demand Multi-Family Housing Revenue Bonds (Hyde Park Redevelopment Limited Partnership Project) Series 2002 in the aggregate principal amount ofnot to exceed Three MiUion Five Hundred Thousand DoUars ($3,500,000) (the "Bonds"), to be issued in one (1) or more series as herein provided under the terms and conditions of this ordinance and secured by one (1) or more trust indentures (each, an "Indenture" and collectively, the "Indentures") from the City to a trustee designated by the Executive Officer (as hereinafter defined) as provided herein (the "Trustee"), and lend the proceeds therefrom to the Borrower, to enable it to pay a portion ofthe costs of the acquisition, construction, rehabilitation and equipping of an approximately seventy-three (73) unit multi-family housing project for elderly residents (the "Project") located at 5330 South Harper Avenue, Chicago, Illinois, 60615 (the "Site"), and pay a portion of the costs of issuance and other costs in connection therewith.

D. Each series of Bonds, together wdth interest thereon, shall be special, limited obligations of the City secured under an Indenture for the benefit of the owners of the Bonds. Each series of Bonds wdll be payable from the loan payments received by the City pursuant to a Loan Agreement (each, a "Loan Agreement" and collectively, the "Loan Agreements"), between the City and the Borrower, pursuant to which the City will lend the proceeds of such series of Bonds to the Borrower to finance a portion ofthe cost ofthe Project in return for loan payinents sufficient to pay when due, the principal of, redemption premium, ifany, and interest on such series of Bonds, and from amounts paid by such credit provider as shall be selected by the Executive Officer (the "Bank") pursuant to its irrevocable transferable direct pay letter of credit (the "Letter of Credit"), securing such series of Bonds.

E. The Bonds and the obligation to pay interest thereon do not now and shall never constitute an indebtedness or an obligation ofthe City, the State oflllinois or any political subdivision thereof, within the purview ofany Constitutional limitation 10/2/2002 REPORTS OF COMMITTEES 93925

or statutory provision, or a charge against the general credit or taxing powers ofany of them. No o-wner ofthe Bonds shall have the right to compel the taxing power of the City, the State oflllinois or any political subdivision thereof to pay any principal installment of, premium, if any, or interest on the Bonds.

F. In order that interest on the Bonds be excluded from gross income for federal income tax purposes under the Intemal Revenue Code of 1986, as amended, the Borrower must comply with certain restrictions on the use and occupancy of the Project, as set forth in a Land-Use Restriction Agreement to be entered into among the Borrower, the Trustee and the City (the "Land-Use Restriction Agreement").

G. There has been presented to this meeting ofthe City Council ofthe City forms of the followdng documents in connection wdth the Bonds:

(1) the form of Indenture, which includes a form of the Bonds to be issued by the City, attached as Exhibit B hereto;

(2) the form of Loan Agreement, attached as Exhibit C hereto; and

(3) the form of Land-Use Restriction Agreement, attached as Exhibit D hereto; now, therefore,

Be It Ordained by the City Council of the City of Chicago (the "City Council") as follows:

1. Forms Of Documents. The forms ofthe Bonds, the Indenture, the Loan Agreement and the Land-Use Restriction Agreement are hereby approved.

2. The Loan. The making of the loan to the Borrower pursuant to the terms of each Loan Agreement by the City and the issuance of the Bonds by the City is hereby authorized.

3. The Bonds. The issuance ofthe Bonds by the City in the principal ainount ofnot to exceed Three Million Five Hundred Thousand Dollars ($3,500,000) in one (1) or more series is hereby authorized, subject to the provisions ofthis ordinance and each Indenture hereinafter authorized.

The Bonds shall contain a provision that they are issued under authority of the Constitution and this ordinance. Each series of Bonds shall be issued pursuant to a separate Indenture. The Bonds shall mature not later than forty (40) years from the first (P^) day ofthe month immediately succeeding the date ofthe Bonds and shall bear interest initially at the Weekly Rate (as defined in the related Indenture) payable on the interest payment dates set forth in the related Indenture. The Bonds shall be dated, shall be subject to redemption prior to maturity, shall be payable in such places and in such manner and shall have such 93926 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Bonds therein. The interest rate on the Bonds is subject to adjustment in accordance with the terms of the related Indenture and shall not exceed fifteen percent (15%) per annum.

The provisions for execution, signatures, authentication, payment and prepayment, with respect to the Bonds, shall be as set forth in the related Indenture and the form of the Bonds therein.

4. Assignment Of Rights. The right, title and interest of the City (except for certain rights as described in each Loan Agreement) in, to and under each Loan Agreement, and the revenues to be derived by the City thereunder will be assigned to the Trustee under the related Indenture. The payment of the principal of and interest on the Bonds and the purchase price therefor will be secured by a Letter of Credit in favor of the Trustee.

5. Limited Obligations. The Bonds, when issued and outstanding, wdll be a limited obligation ofthe City, payable solely as provided in each Indenture. The Bonds and the interest thereon shall never constitute a debt or general obligation or a pledge of the full faith, the credit or the taxing power of the City within the meaning of any Constitutional or statutory provision of the State of Illinois. The City shall not be liable on the Bonds, nor shall the Bonds be payable out of any funds ofthe City other than those pledged therefor pursuant to the terms ofeach Indenture hereinafter described.

6. The Indentures. The execution and delivery of an Indenture securing each series of Bonds, substantially in the form attached hereto as Exhibit B, is hereby authorized. The Mayor ofthe City (the "Mayor"), the Chief Financial Officer ofthe City (the "Chief Financial Officer") or the ComptroUer of the City (the "Comptroller") or any other officer designated in writing by the Mayor (the Mayor, Chief Financial Officer, Comptroller and any such other officer being hereinafter referred to collectively as the "Executive Officer") is hereby authorized to execute, acknowledge and deliver each Indenture with such changes, insertions and omissions as may be approved by the Executive Officer. The execution of each Indenture by the Executive Officer shall be conclusive evidence ofsuch approval.

7. The Loan Agreements. The execution and delivery of a Loan Agreement relating to each series of Bonds, substantially in the form attached hereto as Exhibit C is hereby authorized. The Executive Officer is hereby authorized to execute, acknowledge and deliver each Loan Agreement wdth such changes, insertions and omissions as may be approved by the Executive Officer. The execution of each Loan Agreement by the Executive Officer shall be conclusive evidence of such approval.

8. The Bond Purchase Agreement And The Official Statement. The Bonds shall be sold in accordance with the provisions ofone (1) or more Bond Purchase Agreements (each, a "Bond Purchase Agreement" and collectively, the "Bond 10/2/2002 REPORTS OF COMMITTEES 93927

Purchase Agreements") among the City, the Borrower and such undenvriter or underwriters as shall be selected by the Executive Officer (collectively, the "Underwriter"), substantiaUy in a form of similar agreements executed by the City in transactions similar to the issuance of the Bonds, with such changes, insertions and omissions as may be approved by the Executive Officer. The Executive Officer is hereby authorized to execute and deliver each Bond Purchase Agreement and the Chairman of the Committee on Finance of the City Council shall concur in the execution and delivery ofeach Bond Purchase Agreement. The execution of each Bond Purchase Agreement by the Executive Officer and the concurrence by the Chairman of the Committee on Finance of the City Council shall be conclusive evidence of such approval. The Bonds are hereby authorized to be sold by or at the direction of, the Underwriter at the purchase price (which shall be not less than ninety-eight percent (98%) of the principal amount of the Bonds) and on the terms and conditions set forth in the related Indenture and the Bond Purchase Agreement and as may be approved by the Executive Officer.

The distribution of an offering document\or placement memorandum (the "Official Statement") to prospective purchasers of the Bonds and the use thereof by the Underwriter in connection with the offering and sale of the Bonds are hereby authorized, provided that the City shall not be responsible for the content of the Official Statement except as specifically provided in the Bond Purchase Agreement executed by the Executive Officer. In connection with the offer and delivery ofthe Bonds, the Executive Officer and such other officers ofthe City as may be necessary are authorized to execute and deliver such instruments and documents as may be necessary to implement the transaction and to effect the issuance and delivery of the Bonds. Any limitation on the amount of Bonds issued pursuant to this ordinance as set forth herein shall be exclusive of any original issue discount or premium.

9. The Tax Agreements. The execution and delivery of one (1) or more Arbitrage and Tax Regulatory Agreements (each, a "Tax Agreement" and collectively, the "Tax Agreements") among the City, the Borrower and the Trustee, substantially in the form of similar agreements executed by the City in transactions similar to the issuance ofthe Bonds, with such changes, insertions and omissions as may be approved by the Executive Officer, is hereby authorized. The Executive Officer is hereby authorized to execute, acknowledge and deliver a Tax Agreement for each series of tax-exempt Bonds with such changes, insertions and omissions as may be approved by the Executive Officer. The execution of each Tax Agreement by the Executive Officer shall be conclusive evidence ofsuch approval.

10. Land-Use Restriction Agreement. The execution and delivery of a Land- Use Restriction Agreement relating to the Bonds, substantially in the form attached hereto as Exhibit D is hereby authorized. The Executive Officer is hereby authorized to execute, acknowledge and deliver the Land-Use Restriction Agreement with such changes, insertions and omissions as may be approved by 93928 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

the Executive Officer. The execution of the Land-Use Restriction Agreement by the Executive Officer shall be conclusive evidence of such approval.

11. Execution Of Bonds. The Bonds shall be executed by manual or facsimile signature of the Executive Officer and the seal of the City shall be affixed or imprinted and attested to by the manual or facsimile signature of the City Clerk or any Deputy Clerk, as set forth in the related Indenture and the same shall be delivered to the Trustee for proper authentication and delivery upon instructions to that effect.

12. Trustee, Tender Agent And Remarketing Agent. The Executive Officer is authorized to select the Trustee and the Tender Agent (as defined in each Indenture) under each Indenture, and to consent to the appointment by the Borrower of the Remarketing Agent (as defined in each Indenture). The City shall have no obligation or liability as principal ofthe Trustee, the Tender Agent or the Remarketing Agent, for acts ofthe Trustee, the Tender Agent or the Remarketing Agent.

13. Further Assurances. The Executive Officer, the Commissioner ofthe City's Department of Housing (the "D.O.H. Commissioner"), the City Clerk and any Deputy Clerk ofthe City are hereby designated the authorized representatives of the City, and each of them is hereby authorized and directed to do any and all things necessary to effect the performance ofali obligations ofthe City under and pursuant to this ordinance and the performance of all other acts of whatever nature necessary to effect and carry out the authority conferred by this ordinance, including but not limited to, the exercise following the delivery date ofany ofthe Bonds of any power or authority delegated to such official of the City under this ordinance with respect to the Bonds upon the initial issuance thereof, but subject to any limitations on or restrictions ofsuch power or authority as herein set forth. The Executive Officer, the D.O.H. Commissioner, the City Clerk, any Deputy City Clerk and the other officers, agents and employees ofthe City are hereby further authorized, empowered and directed for and on behalfofthe City, to execute and deliver all papers, documents, certificates and other instruments that may be required to carry out the authority conferred by this ordinance or to evidence said authority.

14. Severability. The provisions of this ordinance are hereby declared to be separable and ifany section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity ofthe remainder ofthe sections, phrases and provisions hereof provided that no holding of invalidity shall require the City to make any payments from revenues other than those derived from the Loan Agreements. 10/2/2002 REPORTS OF COMMITTEES 93929

15. No Recourse. No recourse shall be had for the payment of the principal of, premium, if any or interest on any ofthe Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in this ordinance, the indentures, the Loan Agreements, the Bond Purchase Agreements or the Tax Agreements against any past, present or future officer, member or employee ofthe City or any officer, employee, director or trustee of any successor, as such, either directly or through the City, or any such successor, under any rule of law or equity, statute or constitution or by the enforcement ofany assessment or penalty or otherwise, and all such liability ofany such member, officer, employee, director or trustee as such is hereby expressly waived and released as a condition of and consideration for the execution ofthe Indentures, the Loan Agreements, the Bond Purchase Agreements and the Tax Agreements and the issuance of the Bonds.

16. Volume Cap. The Bonds are obligations taken into account under Section 146 ofthe Internal Revenue Code of 1986, as amended, in the allocation of the City's volume cap.

17. Repealer. All ordinances and resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict.

18. Notification. The Executive Officer shall file in the office ofthe City Clerk after the sale ofthe Bonds a notification of sale directed to the City Council setting forth the principal amount and purchase price of the Bonds sold, the initial interest rate or rates of the Bonds and the identities of the Trustee, the Tender Agent, the Remarketing Agent, the Underwriter and the Bank. An executed copy ofeach Indenture, each Loan Agreement and each Bond Purchase Agreement shall be attached to the notification of sale.

19. Effect Of Municipal Code. No provision of the Municipal Code of Chicago (the "Municipal Code") or violation ofany provision ofthe Municipal Code shall be deemed to impair the validity of this ordinance or the instruments authorized by this ordinance or to impair the rights of the owners of the Bonds to receive payment ofthe principal of, premium, ifany, or interest on the Bonds or to impair the security for the Bonds; provided further that the foregoing shall not be deemed to affect the availability of any other remedy or penalty for any violation of any provision of the Municipal Code.

20. Proxies. The Mayor, the Chief Financial Officer and the Comptroller may each designate another to act as their respective proxy and to affix their respective signatures to each Bond, whether in temporary or definitive form, and to any other instrument, certificate or document required to be signed by the Mayor, the Chief Financial Officer or the Comptroller pursuant to this ordinance. In each case, each shall send to the City Council written notice of the person so designated by 93930 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

each, such notice stating the name of the person so selected and identifying the instruments, certificates and documents which such person shall be authorized to sign as proxy for the Mayor, the Chief Financial Officer and the Comptroller, respectively. A written signature of the Mayor, the Chief Financial Officer or the Comptroller, respectively, executed by the person so designated underneath, shall be attached to each notice. Each notice, with signatures attached, shall be recorded in the Joumal ofthe Proceedings ofthe City Council and filed with the City Clerk. When the signature of the Mayor is placed on an instrument, certificate or document at the direction ofthe Mayor in the specified manner, the same, in all respects, shall be as binding on the City as if signed by the Mayor in person. When the signature of the Chief Financial Officer is so affixed to an instrument, certificate or document at the direction of the Chief Financial Officer, the same, in all respects, shall be as binding on the City as if signed by the Chief Financial Officer in person. When the signature of the Comptroller is so affixed to an instrument, certificate or document at the direction ofthe Comptroller, the same, in all respects, shall be as binding on the City as if signed by the Comptroller in person.

21. Administrative Fees. The Department of Housing ("D.O.H.") is hereby authorized to charge an administrative fee or fees in connection wdth the issuance of the Bonds, which shall be collected under such terms and conditions as determined by the D.O.H. Commissioner and which shall be in an amount as determined by the D.O.H. Commissioner but not to exceed the maximum amount permitted under Section 148 ofthe Code to avoid characterization ofthe Bonds as "arbitrage bonds" as defined in such Section 148. Such administrative fee or fees shall be used by D.O.H. for administrative expenses and other housing activities.

22. Fee Waivers, Et Cetera. In connection wdth the issuance of the Bonds by the City for the benefit of the Borrower, the City shall waive those certain fees, if applicable, imposed by the City with respect to the Development and as more fully described in Exhibit A attached hereto. The Development shall be deemed to qualify as "Affordable Housing" for purposes of Chapter 16-18 of the Municipal Code.

23. Effective Date. This ordinance shall be in full force and effect immediately upon its passage and approval by the Mayor.

Exhibits "A", "B", "C" and "D" referred to in this ordinance read as foUows: 10/2/2002 REPORTS OF COMMITTEES 93931

ExhibU "A". (To Ordinance)

' Fee Waivers.

Department Of Buildings.

Waiver of Plan Review, Pennit and Inspection Fees:

A. Building Permit:

Zoning.

Construction/Architectural/Structural.

Intemal Plumbing.

H.V.A.C.

Water for Construction.

Smoke Abatement.

B. Electrical Permit:

Service and Wiring.

C. Elevator Permit (ifapplicable).

D. Wrecking Permit (ifapplicable).

E. Fencing Permit (ifapplicable).

Department Of Sewers.

Permit (connection) and Inspection Fees.

Sealing Permit Fees. 93932 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Department Of Water.

Tap Fees.

Cut and Seal Fees.

(Fees to purchase B-boxes and remote readouts are not waived.)

Department Of Transportation.

Street Opening Fees.

Driveway Permit Fees.

Use of Public Way Fees.

ExhibU "B". (To Ordinance)

City Of Chicago

As Trustee

Trust Indenture

Dated As Of ., 2002

Securing

City Of Chicago Variable Rate Demand Multi-Family Housing Revenue Bonds (Hyde Park Redevelopment Limited Parinership Project) Series 2002.

This Trust Indenture, dated as of , 2002, is from the City of Chicago, a municipality and home rule unit of local government duly organized and 10/2/2002 REPORTS OF COMMITTEES 93933

validly existing under the Constitution and laws ofthe State oflllinois (the "City"), to , an Illinois trust company having its principal corporate trust office in Chicago, Illinois, as trustee (the "Trustee").

Recitals.

Whereas, Hyde Park Redevelopment Associates Limited Partnership, an Illinois limited partnership (the "Borrower"), has requested financial assistance from the City to finance a project (the "Project") that consists of, among other things, the acquisition, rehabilitation and equipping of a multi-family housing project to be located at 5330 South Harper Avenue, Chicago, Illinois (the "Project Facilities"); and

Whereas, Pursuant to Article VII, Section 6 ofthe 1970 Constitution ofthe State of Illinois and pursuant to the hereinafter defined ordinance of the City, the City is authorized to finance the Project for the Borrower by issuing its bonds and loaning the proceeds thereof to the Borrower, and, to that end, the City has adopted a bond ordinance duly authorizing and directing the issuance, sale and delivery of its multi-family housing revenue bonds, to be known generally as City of Chicago Variable Rate Demand Multi-Family Housing Revenue Bonds (Hyde Park Redevelopment Limited Partnership Project) Series 2002 (the "Bonds"), to be issued as fully registered bonds and to secure payment of the principal thereof and of the interest and premium, ifany, thereon and the performance and observance ofthe covenants and conditions herein contained, the City has authorized the execution and delivery of this indenture; and

Whereas, The City will loan the proceeds ofthe Bonds to the Borrower by entering into a loan agreement dated as of , 2002 (the "Agreement") between the City and the Borrower, and to evidence its pajmient obligations thereunder, the Borrower will deliver to the Trustee a promissory note (the "Note") in the amount of Three MiUion Five Hundred Thousand DoUars ($3,500,000); and

Whereas, Pursuant to the Agreement, the Borrower has agreed, among other things, to pay to or for the account ofthe Trustee an amount equal to the principal of, redemption premium and interest on the Bonds, as the same become due, all as set forth in the Agreement and the Note; and

Whereas, The City has determined to assign, transfer and pledge unto the Trustee as Trustee under this Indenture, for the benefit ofthe owoiers ofthe Bonds and the Bank, as set forth herein, all right, title and interest of the City in and to the Agreement and sums payable thereunder (except as otherwise provided herein and therein); and 93934 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Whereas, (together with any other issuer of a letter of credit, as hereinafter defined, the "Bank"), wdll issue an irrevocable, transferable letter of credit dated the date oflssuance and delivery ofthe Bonds, in favor ofthe Trustee for the benefit ofthe owners from time to time ofthe Bonds, in the amount of the aggregate principal amount of the Bonds, plus an amount equal to the interest to accrue on the Bonds for forty-five (45) days at a rate per annum equal to the cap rate, as defined herein, which initial letter of credit, together with any substitute letter of credit, is hereinafter referred to as the "Letter of Credit"; and

Whereas, All things necessary to make the Bonds, when authenticated by the Trustee and issued, as in this indenture provided, valid, binding and legal special, limited obligations ofthe City, and to constitute this indenture a valid and binding agreement securing pajmient of the principal of, premium, if any, and interest on all Bonds issued and to be issued hereunder, have been done and performed; and the creation, execution and delivery of this indenture and the creation, execution and issuance of the Bonds, subject to the terms hereof, in all respects duly have been authorized;

Granting Clauses.

Now, Therefore, This Trust Indenture Witnesseth: That, to secure the payment of the principal and purchase price of, and premium, ifany, and interest on the Bonds according to their tenor and effect and the performance of all covenants and conditions therein and herein contained, and on a subordinated basis, to secure the obligations of the Borrower to the Bank under the reimbursement agreement, and in consideration ofthe premises, and ofthe purchase ofthe Bonds by the holders thereof, the City by these presents does grant, to the Trustee and its successors in trust, a lien on and a security interest in the following described property, rights, privileges and franchises;

Granting Clause First.

All right, title and interest and privilege of the City now owned or hereafter acquired in, to and under the Agreement and any agreement supplementing, extending or modifjdng the same, including, without limitation, all present and future rights ofthe City to make claim for, collect and receive any income, revenues, issues, profits, insurance proceeds and other sums of money payable to or for the account of or receivable by the City under the Agreement (whether payable pursuant to the Agreement or otherwise), to bring actions and proceedings under the Agreement or for the enforcement thereof, to pursue the remedies provided in the Agreement upon the occurrence ofan event of default thereunder, and to do any 10/2/2002 REPORTS OF COMMITTEES 93935

and all things that the City is or may become entitied to do under the Agreement, but excluding the rights of the City (a) to receive pajrment of expenses and attorneys' fees thereunder, (b) for indemnification under Section 5.2 of the Agreement, (c) to receive notices and other documents under the Agreement (including without limitation. Sections 3.4, 5.4 and 5.9 thereof), and (d) to inspect the Project Facilities and the books and records ofthe Borrower under Sections 5.1 and 5.3 ofthe Agreement;

Granting Clause Second.

All monies and securities held by the Trustee in any of the funds or accounts established under this indenture (except certain amounts held in the bond purchase fund, as provided herein), subject, however, to the application thereof to the uses and in the manner set forth in this indenture;

Granting Clause Third.

All property which is by the express provisions of this indenture required to be subject to the lien hereof and any additional property that may, from time to time hereafter, by delivery or by writing of any kind, be subjected to the lien hereof, by the City or by anyone in its behalf, and the Trustee is hereby authorized to receive the same at any time as additional security hereunder; and

To Have And To Hold the same and any other revenues, property, contracts or contract rights, accounts receivable, chattel paper, instruments, general intangibles or other rights and the proceeds thereof, which may, by delivery, assignment or otherwise, be subject to the lien and security interest created by this indenture, to the Trustee and its successors in trust and assigns forever.

In Trust, Nevertheless, upon the terms and conditions herein set forth for the equal and proportionate benefit, security and protection of all present and future owners of the Bonds issued under and secured by this indenture, without preference, privilege, priority or distinction as to the lien or otherwise ofany ofthe Bonds over any other of the Bonds except as provided herein; and on a subordinated basis for the benefit, security and protection ofthe Bank as described above.

Provided that if the City, its successors and assigns, shall well and truly pay or cause to be paid the principal or redemption price ofthe Bonds and the interest due or to become due thereon, at the times and in the manner recited in the form of Bond hereinbefore set forth according to the true intent and meaning thereof, and 93936 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

shall cause the pajonents to be made into the Bond Fund as required under Article V hereof or shall provide, as permitted hereby, for the payment thereof by depositing wdth the Trustee the entire amount due or to become due thereon (or governmental obligations, as hereinafter defined, sufficient for that purpose as provided in Article VIII hereof), and shall well and truly keep, perform and observe all the covenants and conditions required pursuant to the terms of this indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, and shall pay all amounts owing to the Bank under the reimbursement agreement and return the Letter of Credit to the Bank for cancellation, then upon such final payments this Indenture and the rights hereby granted shall cease, determine and be void, and the Trustee shall forthwith release, surrender and otherwise cancel any interest it may have in the Agreement and the Note; otherwise this indenture be and remain in full force and effect.

This Trust Indenture Further Witnesseth, and it is expressly declared, that all bonds issued and secured hereunder are to be issued, authenticated and delivered and all said payments, revenues, rents and receipts hereby pledged are to be dealt with and disposed of, under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the City has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective owners, from time to time, ofthe said Bonds, as follows:

Article L

Definitions.

AU words and phrases defined in Article I of the Agreement shall have the same meanings in this indenture. In addition, the following words and phrases shall have the following meanings:

"Acquisition and Construction Fund" means the City ofChicago Acquisition and Construction Fund (Hyde Park Redevelopment Limited Partnership Project), created and established in Section 6.6 ofthis indenture.

"Act of Bankruptcy" means the filing of a petition in bankruptcy (or the other commencement of a bankruptcy or similar proceeding) by or against the borrower under any applicable bankruptcy, insolvency, reorganization or similar law, now or hereafter in effect. 10/2/2002 REPORTS OF COMMITTEES 93937

"Adequate Interest Coverage" shall mean (a) with respect to the weekly mode, at least the aggregate amount of interest which would accrue on all outstanding bonds (other than Pledged Bonds and borrower bonds) at a rate equal to twelve percent (12%) per annum, computed on the basis of a three hundred sixty-five (365) day year for actual days elapsed, for a period of thirty-five (35) days, and (b) with respect to the flexible mode, at least the aggregate amount of interest which would accrue on all outstanding bonds (other than Pledged Bonds and borrower bonds) at a rate equal to the flexible rate to be borne by the bonds during such mode for a period equal to the maximum nuinber of days between interest pajonent dates during such flexible period computed on the same basis that interest is calculated during such flexible period, plus fifteen (15) days. Notwithstanding the foregoing, ifthe bonds are then rated, the trustee may accept a letter of credit covering interest for a period of days less than the applicable period required by any provision ofthis paragraph ifthe trustee receives written evidence from the rating agency or agencies then rating the bonds that such shorter period will not result in a withdrawal or lowering of any rating on the bonds from that which would otherwise be effective from a longer interest coverage period.

"Agreement" means the Loan Agreeinent dated as of , 2002, by and between the city and the borrower, as from time to time supplemented and amended.

"Alternate Credit Facility" means an irrevocable letter of credit, a surety bond, an insurance policy or other credit facility delivered to the trustee pursuant to Section 5.7(d) ofthe Agreement.

"Authenticating Agent" means the trustee or the paying agent.

"Available Monies" mean (a) with respect to any date on which principal of, premium, ifany, or interest on the bonds is due or the purchase price ofany bond is payable during the term of the letter of credit, (i) bond proceeds deposited with the trustee contemporaneously with the issuance and sale ofthe bonds and which were continuously thereafter held subject to the lien of this indenture in a separate and segregated fund, account or subaccount established hereunder in which no monies which were not available monies were at any time held, together with investment earnings on such bond proceeds; (ii) monies (A) paid by the borrower to the trustee, (B) held in any fund, account or subaccount established hereunder in which no other monies which are not available monies are held, and (C) which have so been on deposit with the trustee for at least one hundred twenty-three (123) consecutive days from their receipt by the trustee during and prior to which period no petition by or against the city or the borrower under any bankruptcy or similar law now or hereafter enacted shall have been filed (unless such petition shall have been dismissed and such dismissal be final and not subject to appeal), together with investment earnings on such monies; (iii) monies received by the trustee from any draw on the letter of credit, together with 93938 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

investment earnings on such monies; (iv) proceeds from the remarketing of any bonds pursuant hereto to any person other than the borrower, any affiliate or general partner ofthe borrower, the city or any person which is an "insider" ofany such person within the meaning of Title 11 ofthe United States Code, as amended (the "Bankruptcy Code"); (v) the proceeds of any obligations issued to refund the bonds (and the proceeds ofthe investment thereof); and (vi) any other monies or securities, ifthere is delivered to the trustee at the time of delivery ofsuch monies and securities an opinion (which may assume that no owner of bonds is an "insider" within the meaning of the Bankruptcy Code) of nationally recognized bankruptcy counsel to the effect that the use ofsuch monies and securities to pay the principal of, premium, ifany, or interest on the bonds would not be avoidable as preferential pajonents under Section 547 of the Bankruptcy Code which could be recovered under Section 550(a) ofthe Bankruptcy Code should the city or the borrower become a debtor in a case or proceeding commenced thereunder and (b) with respect to any date on which principal of, premium, ifany, or interest on the bonds is due or the purchase price of any bond is payable during a period in which the letter of credit is not in effect, any monies fumished to the trustee pursuant to this indenture and the proceeds from the investment thereof. Notwithstanding the foregoing, when used with respect to the payment of any amounts due in respect of borrower bonds, the term "Available Monies" shall mean any monies held by the trustee and the proceeds from the investment thereof, except for monies drawoi under the letter of credit.

"Bank" means __, Chicago, Illinois, in its capacity as the issuer ofthe initial letter of credit pursuant to Section 5.7(a) ofthe Agreement, its successors in such capacity and their assigns, and the issuer of any substitute letter of credit or altemate credit facility pursuant to Section 5.7(c) or Section 5.7(d) of the Agreement, its successors in such capacity and their assigns. All references to "Bank" shall be of no effect at any time that no letter of credit is issued and secures the bonds, except with respect to rights of any bank established hereunder which do not, by their terms, expire upon the expiration of the letter of credit.

"Beneficial Owoiers" means the person in whose name a bond is recorded as beneficial owner of such bond by the depositoiy as a participant or indirect participant.

"Bond" or "Bonds" means the Variable Rate Demand Multi-Family Housing Revenue Bonds (Hyde Park Redevelopment Limited Partnership Project) Series 2002 ofthe city, in the original aggregate principal amount ofThree Million Five Hundred Thousand Dollars ($3,500,000) issued pursuant to this indenture.

"Bond Counsel" means Holland 86 Knight L.L.P. or such other nationally recognized municipal bond counsel of recognized expertise with respect to such matters as may be mutually satisfactory to the city, the borrower, the Bank and the trustee. 10/2/2002 REPORTS OF COMMITTEES 93939

"Bond Fund" means the City of Chicago Bond Fund (Hyde Park Redevelopment Limited Partnership Project), created and established by Section 6.2 of this indenture.

"Bond Ordinance" means the ordinance adopted by the City Council ofthe City on , 2002 which authorizes the issuance of the Bonds.

"Bond Purchase Agreement" means the bond purchase agreement dated _, 2002, among the city, the borrower and the underwriter, as from time to time supplemented and amended, relating to the sale ofthe Bonds to the underwriter.

"Bond Purchase Fund" means the City of Chicago Bond Purchase Fund (Hyde Park Redevelopment Limited Partnership Project) created and established by Section 6.8 ofthis indenture.

"Bond Registrar" means and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor bond registrar at the time serving as such hereunder.

"Bondholder" or "Holder" or "Owner" of a Bond means the registered owner of such Bonds.

"Borrower" means Hyde Park Redevelopment Associates Limited Partnership, an Illinois limited partnership, its successors and assigns.

"Borrower Bonds" means any Bonds (i) owned or held by the Borrower or the city or an agent of the trustee for the account of the Borrower or the city or (ii) with respect to which the Borrower or the city has notified the trustee, or which the trustee actually knows, was purchased by another person for the account of the Borrower or the city.

"Business Day" means any day other than (i) a day on which banking institutions in the city in which the New York, New York office of the trustee or the tender agent is located are required or authorized by law to remain closed, (ii) a day on which banking institutions in the city in which the office ofthe Bank where drawings under the letter of credit are to be made is located are required or authorized by law to remain closed, (iii) a day on which the principal office ofthe remarketing agent is required or authorized by law to remain closed or (iv) a day on which the New York Stock Exchange is closed.

"Cap Rate" means the rate per annum equal to the least of (a) percent per annum, (b) the maximum interest rate at the time then specified in the letter of credit (initially, twelve percent (12%) per annum) or (c) the maximum contract rate of interest permitted by the laws of the state. 93940 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

"City" means the City of Chicago, party of the first (P') part to this indenture, and its lawful successors and assigns.

"Code" means the federal Intemal Revenue Code of 1986, as amended, and any regulations, temporary regulations and proposed regulations promulgated thereunder, or applicable thereto.

"Conversion Date" means a flexible conversion date or a weekly conversion date, as appropriate.

"Cost" Or "Costs" means any cost in respect ofthe project permitted under the Agreement.

"Depository" means D.T.C, or any other person who shall be an owner of all Bonds directly or indirectly for the benefit of Beneficial Owners and approved by the City, the Borrower, the trustee and the remarketing agent to act as the depository; provided that any depository shall be registered or qualified as a "clearing agency" within the meaning of Section 17A ofthe Securities Exchange Act of 1934, as amended.

"Determination of Taxability" means (i) the receipt by the Borrower of a written notice from the trustee or the receipt by the Borrower and the trustee of a written notice from any owner of any Bond of the issuance of a preliminary letter regarding a proposed deficiency or a statutory notice of deficiency by the Internal Revenue Service which holds, in effect, that the interest payable on such Bond, or any installment thereof, is includible in the federal gross income ofthe taxpayer named therein (other than a "substantial user" ofthe project facilities or a "related person", within the meaning ofSection 147(a) ofthe Code); or (ii) the delivery to the Borrower and the trustee of an opinion of Bond Counsel to the effect that the interest payable on any Bond, or any installment thereof, is includible in the federal gross income of the taxpayer named therein (other than a "substantial user" ofthe project facilities or a "related person", within the meaning ofSection 147(a) ofthe Code); or (iii) filing by the Borrower with the trustee, any owner of any Bond or the Internal Revenue Service of any certificate, statement, or other tax schedule, return or document which discloses that the interest payable on any Bond, or any installment thereof, is includible in the federal gross income of the owner of any Bond or any former owner of any Bond (other than a "substantial user" ofthe project facilities or a "related person", within the meaning of Section 147(a) ofthe Code); or (iv) any amendment, modification, addition or change shall be made in any provision of the Code or in any regulation or proposed regulation thereunder, or any ruling shall be issued or revoked by the Internal Revenue Service; or any other action shall be taken by the Internal Revenue Service, the Department of Treasury or any other govemmental agency, authority or instrumentality, or any opinion of any federal court or of the United States Tax Court shall be rendered, and the trustee, the Bank or the owner ofany Bond shall have notified the Borrower and the trustee in writing that, as a result ofany such 10/2/2002 REPORTS OF COMMITTEES 93941

event or condition. Bond Counsel is unable to give an unqualified opinion that the interest payable on any Bond, or any installment thereof, made on or after a date specified in said notice is excludible from the federal gross income ofthe taxpayer named therein (other than a "substantial user" ofthe project facilities or a "related person", within the meaning of Section 147(a) ofthe Code). No event described in clause (i) above shall constitute a determination of taxability unless the Borrower has been afforded the opportunity to contest the same either directly or in the name of any Bondholder or Beneficial Owner, and until conclusion of any appellate review, if sought.

"D.T.C." means The Depository Trust Company, New York, New York, and its successors and assigns.

"Event Of Default" means any occurrence or event specified as such in Section 9.1 hereof.

"Flexible Conversion Date" shall mean (a) each interest payment date on which the Bonds, upon having been converted to the flexible mode from another mode, shall first begin to bear interest at a flexible rate in accordance with the terms hereof, and (b) each subsequent flexible reset date.

"Flexible Interest Pajonent Date" shall mean (a) with respect to a flexible period of at least six (6) calendar months' duration, the first (P') day of the sixth (6*^) calendar month following the flexible conversion date and the first (1^') day ofeach successive sixth (6*) calendar month, if any, of such flexible period; provided, however, the final flexible interest pajonent date with respect to any such flexible period shall be the first (V^) Business Day of the calendar month immediately following the expiration of such flexible period, or the maturity date ofthe Bonds (if such flexible period extends to the final maturity of the Bonds), and (b) with respect to a flexible period of less than six (6) calendar months' duration, the first (P') Business Day ofthe calendar month immediately following the flexible period or the maturity date of the Bonds (if such flexible period extends to the final maturity ofthe Bonds). Flexible interest pajonent date shall also include each date on which Bonds are subject to mandatory purchase pursuant to Section 4.2 hereof and any date on which the outstanding principal amount of the Bonds becomes due.

"Flexible Mode" shall mean the mode in which the Bonds bear interest at a flexible rate.

"Flexible Period" shall mean any period of not less than one (1) month in duration, commencing on a flexible conversion date and ending on the earlier to occur of the redemption of the Bonds, the maturity of the Bonds or the day preceding the subsequent Conversion Date or flexible reset date, as appropriate. 93942 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

"Flexible Rate" shall mean the interest rate per annum from time to time borne by the Bonds when in the Flexible Mode, as established in accordance with Section 2.2(c) hereof. ^ "Flexible Reset Date" shall mean a Flexible Interest Pajonent Date on which the Bonds begin to bear interest at a new Flexible Rate in accordance with the terms hereof.

"Governmental Obligations" means noncallable, direct general obligations of, or obligations the payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America.

"Indenture" means this trust indenture, as from time to time supplemented and amended.

"Interest Pajonent Date" means, as the context requires, a weekly interest payment date or a Flexible Interest Pajonent Date.

"Land-Use Restriction Agreement" means the Land-Use Restriction Agreement dated as of the date hereof, among the City, the Borrower and the trustee.

"Letter of Credit" means the initial irrevocable, transferable letter of credit delivered to the trustee pursuant to Section 5.7(a) ofthe Agreement, and, unless the context of use indicates another or different meaning or intent, any substitute letter of credit delivered to the trustee pursuant to Section 5.7(c) ofthe Agreement, and any extensions or amendments thereof.

"Letter of Credit Substitution" means the delivery ofa substitute Letter of Credit ifthe trustee has not received a maintenance of rating at least forty-five (45) days prior to what would otherwise be the letter of credit substitution date.

"Letter of Credit Substitution Date" means the fifth (5'*') Business Day next preceding the proposed date of a Letter of Credit Substitution.

"Letter of Credit Termination Date" means the first (P^) Business Day of the calendar month in which the stated expiration date of the Letter of Credit is to occur (as extended from time to time), unless the Borrower shall have caused the delivery of a substitute Letter of Credit to the trustee pursuant to Section 5.7(c) of the Agreement at least forty-five (45) days prior to such letter of credit termination date.

"Maintenance of Rating" means (i) ifthe Bonds are then rated by either Moody's or S8&P, written confirmation from Moody's (only if Moody's is then rnaintaining a rating on the Bonds) and SSsP (only if S85P is then maintaining a rating on the Bonds), that upon the effective date ofthe substitute Letter of Credit, the existing ratings on the Bonds will not be withdrawn or reduced as a result of the 10/2/2002 REPORTS OF COMMITTEES 93943

substitution of such Letter of Credit, or (ii) if the Bonds are not then rated by a rating agency, written verification that the higher of the commercial paper credit ratings from Moody's and S86P of the provider of the substitute Letter of Credit is at least equal to the higher of the then commercial paper credit ratings of the Bank which provided the Letter of Credit for which the substitute Letter of Credit is being issued.

"Mode" shall mean the Flexible Mode or the weekly mode, as appropriate.

"Moody's" means Moody's Investors Service, Inc., a corporation duly organized and validly existing under the laws ofthe State of Delaware, and its successor and assigns.

"Note" means the promissory note of the Borrower made payable to the trustee pursuant to Section 4.2(a) ofthe Agreement.

"Outstanding" or "Bonds outstanding" means all Bonds which have been authenticated and delivered by the trustee under this Indenture, except:

(a) Bonds canceled after purchase or because of pajonent at maturity or upon redemption prior to maturity;

(b) Bonds or portions thereof (of authorized denominations) deemed to be paid, as provided in Article VIII hereof;

(d) Unsurrendered Bonds.

If this Indenture shall have been discharged pursuant to the provisions of Article VIII hereof, no Bonds shall be deemed to be outstanding within the meaning of this provision.

"Paying Agent" means the Bond Registrar, serving as pajdng agent pursuant to this Indenture.

"Project" means the acquisition, rehabilitation and equipping of the project facilities.

"Project Facilities" means, collectively, the real estate and other property located at 5330 South Harper Avenue, Chicago, Illinois, including all ofthe buildings and improvements to be erected or installed therein and thereon, together with fixtures, machinery, furnishings and equipment included therein and all replacements thereto. 93944 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

"Proposed Conversion Date" means any Interest Pajonent Date designated by the Borrower as the Conversion Date under this Indenture.

"Purchased Bonds" has the meaning set forth in Section 6.9 hereof.

"Rating Agency" means S86P, Moody's and their respective successors and assigns, and, if for any reason either such rating agency no longer performs the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the City and approved in writing by the Borrower and the Bank.

"Rating Category" or "Rating Categories" means one (1) or more of the generic rating categories of a nationally recognized securities rating agency, without regard to any refinement or gradation of such rating category or categories by a numerical modifier or otherwise.

"Record Date" shall mean (a) with respect to any weekly interest payment date or Flexible Interest Pajonent Date for a Flexible Period of less than six (6) months in duration, the close of business on the Business Day next preceding such Interest Pajonent Date, and (b) with respect to any Flexible Interest Pajonent Date for a Flexible Period of at least six (6) months in duration, the close ofbusiness on the fifteenth (15^^) day of the calendar month next preceding such Interest Payment Date.

"Registered Owner" means the person or persons in whose name or names a Bond is registered on the registration books of the City maintained by the Bond Registrar for that purpose in accordance with the terms of this Indenture.

"Reimbursement Agreement" means the Reimbursement Agreement dated as of , 2002, between the Borrower and the Bank, as from time to time supplemented and amended, under the terms of which the Bank agrees to issue and deliver the initial Letter of Credit to the trustee; and, unless the context or use indicates another or different meaning or intent, any letter of credit agreement or reimbursement agreement between the Borrower and the issuer ofany substitute Letter of Credit delivered to the trustee pursuant to Section 5.7(b), Section 5.7(c) or Section 5.7(d) of the Agreement, as from time to time supplemented and amended, which provides that it is a reimbursement agreement for purposes ofthe Agreement and this Indenture.

"Remarketing Agent" means , and any successors thereto, appointed in accordance with Section 10.11 hereof.

"Remarketing Agreement" means the Remarketing Agreement dated as of , 2002, by and between the Borrower and the Remarketing Agent, as from time to time supplemented and amended. 10/2/2002 REPORTS OF COMMITTEES 93945

"Representation Letter" means the blanket issuer letter of representations from the City and accepted by D.T.C.

"Revenues" means the amounts pledged to the pajonent of the principal of, premium, if any, and interest on the Bonds, consisting of the following: (i) all amounts payable pursuant to Section 4.2(a) ofthe Agreement, including amounts payable on the Note, and all receipts ofthe Trustee credited under the provisions ofthis Indenture against said ainount payable, including all monies drawoi by the trustee under the Letter of Credit to pay the principal of, premium, if any, and interest on the Bonds, (ii) any portion ofthe net proceeds ofthe Bonds deposited with the trustee under Sections 6.3 and 6.7 hereof, and (iii) any amounts paid into the Bond Fund from the Acquisition and Construction Fund, including income on investments of monies in the Bond Fund and the Acquisition and Construction Fund.

"S8EP" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc., and its successors and assigns.

"State" means the State of Illinois.

"Stated Expiration Date" means the fifteenth (15'^) day of a calendar month, which day is the date on which the Letter of Credit is stated to expire.

"Substantial User" means "substantial user" within the meaning of Section 147(a) ofthe Code (or any successor sections thereto).

"Tax Agreement" means the Arbitrage and Tax Regulatory Agreement dated as of the date of issuance of the Bonds, among the Borrower, the City and the trustee.

"Tender Agent" means , serving as tender agent pursuant to this Indenture and any successor tender agent at the time serving as such hereunder.

"Trust Estate" means the property conveyed to the trustee pursuant to the Granting Clauses of this Indenture.

"Trustee" means : , an Illinois trust company and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor trustee at the time serving as successor trustee hereunder.

"Underwriter" means , and any successors thereto. 93946 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

"Unsurrendered Bonds" means Bonds (or portions thereof in authorized denominations) which are not tendered as required under the provisions of Section 4.1 and Section 4.2 hereof, but for which there has been irrevocably deposited in the Bond Purchase Fund an amount sufficient to pay the purchase price thereof and of all other Bonds tendered or deemed to be tendered for purchase on the applicable Mandatoiy Tender Date, as defined in Section 4.2 hereof.

"Weekly Conversion Date" shall mean each date on which the Bonds, having been converted to the weekly mode from another Mode, first begin to bear interest at a weekly rate in accordance wdth the terms hereof.

"Weekly Interest Pajonent Date" shall mean (a) the first (P^) Business Day of each month during which the Bonds are in the weekly mode, commencing with the first (1^') Business Day of the first (P') such month following the Weekly Conversion Date, or ifapplicable, the Closing Date and (b) each date on which the Bonds are subject to mandatory purchase pursuant to Section 4.2 hereof and any date on which the Outstanding principal amount of the Bonds becomes due.

"Weekly Mode" shall mean the Mode in which the Bonds bear interest at a weekly rate.

"Weekly Period" shall mean each period from and including Thursday of each week (and, if the first (P') day of any Weekly Mode is not a Thursday, the Weekly Conversion Date on which such Weekly Mode commences) through and including the following Wednesday, whether or not such days are Business Days. In addition, and notwithstanding the foregoing, the initial weekly period shall commence on the Closing Date and shall end on the second (2"^*) following Wednesday.

"Weekly Rate" shall mean the interest rate per annum on the Bonds established in accordance with Section 2.2(b) hereof

Ariicle n.

The Bonds.

Section 2.1 Authorized Amount Of Bonds/Authentication And Delivery Of Bonds.

The total principal ainount of Bonds that may be issued is hereby expressly limited to Three MiUion Five Hundred Thousand DoUars ($3,500,000) except as 10/2/2002 REPORTS OF COMMITTEES 93947

provided in Sections 2.7, 2.8, 3.2, 4.1 and 4.2 hereoL

The Trustee, forthwith upon execution and delivery ofthis Indenture or thereafter, from time to time, upon execution and delivery to the Trustee by the City of the Bonds, and without any further action on the part ofthe City, shall authenticate the Bonds in an aggregate principal amount not to exceed Three Million Five Hundred Thousand Dollars ($3,500,000) and shall deliver the Bonds upon the request ofthe City.

Section 2.2 Issuance Of Bonds; Disposition Of Proceeds.

(a) The Bonds shall be designated "City ofChicago, Variable Rate Demand Multi- Family Housing Revenue Bonds (Hyde Park Redevelopment Limited Partnership Project) Series 2002", and shall be in the aggregate principal amount ofThree MiUion Five Hundred Thousand Dollars ($3,500,000). No Bonds may be issued under the provisions of this Indenture except in accordance with this Article II. Except as provided in Section 3.2 hereof, the Bonds shall be issuable only as fully registered Bonds without coupons in denominations of One Hundred Thousand Dollars ($100,000) and any integral multiple of Five Thousand DoUars ($5,000) in excess thereof. Unless the City shall otherwise direct, the Bonds shall be numbered separately from R-1 upward.

All Bonds shall be dated the date of initial issuance and delivery thereof by the City, and shall mature on (subject to prior redemption as hereinafter provided in Article III). Bonds shall also bear the date of their respective authentication as specified in Section 2.4 hereof. The Bonds shall bear interest initially in the Weekly Mode and, thereafter, as set forth in paragraphs (b) through (d) of this section, until paid, at the rates therein provided (computed, while the Bonds are in the Weekly Mode or a Flexible Period of less than twelve (12) months, on the basis of a three hundred sixty-five (365) or three hundred sixty-sixty (366) day year, for the actual number of days elapsed and, while the Bonds are in a Flexible Period of twelve (12) months or greater, on the basis of a three hundred sixty (360) day year, comprised of twelve (12) thirty (30) day months), payable on each Interest Payment Date. The Bonds shall all be in the same Mode at the same time and, if the Bonds are then in the Flexible Mode, shall all be in the same Flexible Period at the same time.

(b) Weekly Rate Provisions. The Bonds shall bear interest at a Weekly Rate from the Closing Date and from each Weekly Conversion Date to the earlier of their redemption, the following Conversion Date or their maturity date. The Weekly Rate for each Weekly Period shall be the lowest rate of interest which will, in the sole judgment of the Remarketing Agent, having due regard for prevailing financial market conditions, pennit the Bonds to be remarketed at par, plus accrued interest, on the first (P^) day of such Weekly Period. Notwithstanding the foregoing, the Weekly Rate so established shall be not more than the Cap Rate. Each 93948 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

determination of a Weekly Rate by the Remarketing Agent shall be conclusive and binding upon all persons. Notwithstanding the foregoing, if at any time the Remarketing Agent shall fail to determine a Weekly Rate as set forth above, then, until the Remarketing Agent shall next determine the Weekly Rate in such fashion, the Weekly Rate shall be the rate from time to time established as the Bond Market Association Municipal Swap Index, and if such index is not available, the Weekly Rate shall be the rate from time to time established by such other comparable index as may be selected by the Borrower upon written notice to the Trustee. In no event, however, may the interest rate on the Bonds exceed the Cap Rate.

On Wednesday (unless Wednesday is not a Business Day, then on the next preceding Tuesday; unless Tuesday and Wednesday are not Business Days, then on the next subsequent Thursday, whether or not a Business Day) of each week while Bonds are in the Weekly Mode, wdth respect to each Weekly Period, the Remarketing Agent shall determine and furnish to the Trustee in writing the Weekly Rate for the ensuing Weekly Period. On the Business Day preceding each Weekly Interest Pajonent Date, the Trustee shall furnish to the Bonower and the Bank the Weekly Rates applicable to the Bonds from the time ofthe prior notice ofsuch rates. Should any Bondholder or Beneficial Owner request such in writing, the Remarketing Agent shall also furnish (by first class mail, postage prepaid) the Weekly Rate to such requesting Bondholder or Beneficial Owoier.

(c) Flexible Rate Provisions. The Bonds shall bear interest at a Flexible Rate from each Flexible Conversion Date or each Flexible Reset Date, as appropriate, to the earlier of their maturity, redemption, the following Conversion Date, the following Flexible Reset Date or the following date on which the Bonds shall be subject to mandatory purchase pursuant to Section 4.2 hereoL Upon a conversion of the Bonds to the Flexible Mode, the duration of the initial Flexible Period shall be that period specified in the Borrower's conversion notice delivered pursuant to Section 2.2(d)(i) for the purpose of effecting such conversion. A Flexible Period shall be of at least one (1) month in duration and shall end on the day preceding the first (P') Business Day of a calendar month or, if such Flexible Period extends to the final maturity date ofthe Bonds, such final maturity date. The Bonds thereupon shall remain in the Flexible Mode for as long as the Borrower shall continue to deliver timely notices pursuant to Section 2.2(d)(i) specifying the duration of the next subsequent Flexible Period which is to commence on the expiration of any current Flexible Period. The Remarketing Agent, on or prior to the commencement of each Flexible Period, shall determine the Flexible Rate to be borne by the Bonds during such Flexible Period, which shall be the lowest rate which, in its sole judgment having due regard for prevailing financial market conditions, wdll permit the Bonds to be sold at par on the first (P') day of such Flexible Period. Notwithstanding the foregoing, the Flexible Rate shall not be more than the Cap Rate. 10/2/2002 REPORTS OF COMMITTEES 93949

If, while the Bonds are in the Flexible Mode, either (i) the Borrower does not deliver a timely conversion notice specifying the duration of the next subsequent Flexible Period, or (ii) on or prior to any Flexible Reset Date, the Remarketing Agent does not determine the Flexible Rate to be borne by the Bonds during such Flexible Period, then, except as set forth below, the Bonds, without further action on the part of any other person, shall automatically convert to the Weekly Mode on the date which otherwise would have been the Flexible Reset Date and the Bonds shall thereupon bear interest at the Weekly Rate determined pursuant to Section 2.2(b). Upon such event, the Trustee shall promptly notify the Bondholders, the Borrower, the Remarketing Agent and the Bank ofsuch automatic conversion. If, prior to such date, the Bonds were in a Flexible Period of greater than one (1) year's duration, the Bonds shall not be automatically converted to the Weekly Mode, as described in the preceding sentence, unless there shall have been delivered to the Trustee on or prior to such date an opinion of Bond Counsel to the effect that such automatic conversion wdll not adversely affect the exclusion oflnterest on the Bonds from the Federal gross income of the Bondholders. Absent delivery of such opinion, the Bonds will convert automatically on such date to the shortest possible Flexible Period of a duration of at least one (1) year and one (1) day. In such event, the Bonds shall bear interest during such period at a rate to be detennined by the Remarketing Agent as described herein, or if no rate is so determined, at a rate equal to ninety percent (90%) ofthe average interest rate for one (1) year United States Treasury Notes, as published in the Federal Reserve Bulletin (published by the Board of Governors of the Federal Reserve System) most recently published prior to the Conversion Date, as determined by the Trustee. Each determination of a Flexible Rate by the Remarketing Agent shall be conclusive and binding upon all persons.

(d) Conversion Options, (i) In General. The interest rate Mode of the Bonds shall be converted from one Mode to another, and a Flexible Period of one duration shall be converted to a Flexible Period ofthe same or another duration, at the option of the Borrower and with the written consent of the Bank, if the Borrower notifies the Issuer, the Trustee and the Remarketing Agent in woiting ofits election to effect such a conversion and each other condition to any such conversion set forth herein shall have been satisfied. The Borrower's conversion notice shall specify the Conversion Date (which date shall be not sooner than thirty (30) days after the date such notice is given) and if the conversion is to a Flexible Period, shall specify the duration of such Flexible Period. Notwithstanding the foregoing, no conversion shall be effective unless the Borrower has delivered with such notice the written consent ofthe Bank specified above and an opinion of Bond Counsel (which opinion must be confirmed on the Conversion Date) stating that such conversion will not adversely affect the excludability from gross income of interest on the Bonds for Federal income tax purposes. The Conversion Date shall be the date specified in the Borrower's notice; provided that no conversion from the Flexible Mode shall be effective prior to the Business Day following the last day ofthe Flexible Period which is then in effect. In the event any condition precedent to conversion (including, but not limited to, the establishment by the Remarketing Agent of the initial interest 93950 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

rate to be in effect after the Conversion Date or the delivery of the confirming Bond Counsel opinion described above) is not satisfied on or prior to the Conversion Date, the Bonds will nonetheless be subject to mandatory purchase on the Conversion Date and, subject to the same qualifications and exceptions as are set forth in the second (2"^*) paragraph ofSection 2.2(c) above, upon such date, the Bonds, without any further action on the part of any person, shall automatically convert to the Weekly Mode, and the Bonds shall thereupon bear interest at the Weekly Rate determined pursuant to Section 2.2(b).

(ii) Conversion Notice. At least twenty (20) days prior to each Conversion Date, the Trustee shall give notice by first-class mail to the Bondholders stating: (A) the Conversion Date, (B) that, on the Conversion Date, the Bonds are subject to mandatory purchase at the purchase price specified in Section 4.2 hereof whether or not such conversion actually occurs; (C) that Bonds and beneficial interests therein, for which there have been irrevocably deposited in trust with the Trustee on or prior to the mandatoiy purchase date available monies sufficient to pay the purchase price of such Bonds and beneficial interests on the mandatory purchase date, shall be deemed to have been so purchased at the purchase price, and such Bonds and beneficial interests shall no longer be considered to be Outstanding for purposes of this Indenture and shall no longer be entitled to the benefits of this Indenture, except for the pajonent of the purchase price thereof (and no interest shall accrue thereon subsequent to the mandatory purchase date).

The Bonds shall be subject to redemption prior to maturity as set forth in Article III hereof, and shall be subject to tender for purchase as set forth in Article IV hereof.

The proceeds derived from the issuance ofthe Bonds shall be applied as provided in Section 2.10 hereof

Section 2.3 Execution; Limited Obligation.

The Bonds shall be executed on behalf of the City with the manual or electronic transmission signature ofits Mayor and shall have impressed or imprinted thereon the official seal of the City or an electronic transmission thereof and shall be attested by the manual or electronic transmission signature of its City Clerk or Deputy City Clerk. All authorized electronic transmission signatures shall have the same force and effect as if manually signed. If any official whose signature or an electronic transmission of whose signature shall appear on the Bonds shall cease to be such official before the authentication or delivery of such Bonds, such signature or such electronic transmission shall nevertheless be valid and sufficient for all purposes, the same as if such official had remained in office until delivery. The Bonds may be signed on behalf of the City by such persons who, at the time of the execution of such Bonds, are duly authorized or hold the appropriate office of the City, although on the date ofthe Bonds such persons were not so authorized or 10/2/2002 REPORTS OF COMMITTEES 93951

did not hold such offices.

The Bonds, together with premium, if any, and interest thereon, are special, limited obligations of the City, payable solely from the Revenues and are a valid claim ofthe owners from time to time thereof only against the Bond Fund and other monies held by the Trustee and the Tender Agent and pledged to the pajonent ofthe Bonds, and the Revenues, which Revenues shall be used for no other purpose than to pay the principal installments of, premium, if any, and interest on the Bonds, except as may be otherwise expressly authorized in this Indenture or the Agreement. The Bonds are not an indebtedness of the City or a charge against its general credit or the general credit taxing powers ofthe State, the City, or any other political subdivision thereof, and shall never give rise to any pecuniary liability of the City, and neither the City, the State nor any other political subdivision thereof shall be liable for the payments of principal of and, premium, if any, and interest on the Bonds, and the Bonds are payable from no other source, but are special, limited obligations ofthe City, payable solely out ofthe Revenues and receipts ofthe City derived pursuant to the Agreement. No owner of the Bonds has the right to compel any exercise ofthe taxing power ofthe State, the City or any other political subdivision thereof to pay the Bonds or the interest or premium, if any, thereon.

No recourse shall be had for the pajonent of the principal of, premium, if any, or the interest on the Bonds or for any claim based thereon or any obligation, covenant or agreement in this Indenture against any official ofthe City, or any official, officer, agent, employee or independent contractor ofthe City or any person executing the Bonds. No covenant, stipulation, promise, agreement or obligation contained in the Bonds, this Indenture or any other document executed in connection herewith shall be deemed to be the covenant, stipulation, promise, agreement or obligation ofany present or future official, officer, agent or employee of the City in his or her individual capacity and neither any official ofthe City nor any officers executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance of the Bonds.

Section 2.4 Authentication.

No Bond is valid or obligatory for any purpose or entitled to any security or benefit under this Indenture unless and until a certificate of authentication on such Bond substantially in the form hereinabove set forth has been duly executed by the Authenticating Agent, and such executed certificate of the Authenticating Agent upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Indenture and that the Bondholder thereof is entitled to the benefit of the trust hereby created. 93952 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Section 2.5 Form And Place Of Payment Of Bonds.

The Bonds issued under this Indenture shall be substantially in the form set forth in (Sub)Exhibit B hereto with such variations, omissions and insertions as are permitted or required by this Indenture.

The principal of and premium, if any, and interest on the Bonds is payable in lawful money ofthe United States of America only at the New York, New York office of the Pajdng Agent. Pajonent of interest on any Bond due on any regularly scheduled Interest Pajonent Date shall be made to the Registered Owoier thereof. Pajonents of interest on any Bond shall be made by check or draft of the Pajdng Agent mailed on the applicable Interest Payment Date to the Registered Owner thereof as ofthe Record Date preceding such Interest Pajonent Date at the address of such Registered Owner as it appears on the registration books of the City maintained by the Bond Registrar or at such other address as is furnished to the Paying Agent in writing by such Registered Owner no later than the close of business on such Record Date; provided that on or prior to the Conversion Date, pajonents of interest on any Bond may be made by wire transfer in immediately available funds to the Registered Owner of such Bond if such Registered Owner is the Registered Owner of at least One Million Dollars ($1,000,000) in aggregate principal amount of the Bonds as of the close of business on the Record Date immediately preceding the applicable Interest Payment Date and such Registered Owner gives written notice to the Pajdng Agent on or before the second (2"'') business day immediately preceding such Record Date, directing the Paying Agent to make such payments oflnterest by wire transfer and identifjdng the location and number of the account to which such payments should be wired and such other information as may be required by the Trustee. The Trustee shall transfer to the Pajdng Agent, from monies on deposit in the Bond Fund, on or before a scheduled pajonent date, amounts sufficient to make such pajonents to the Registered Owner in immediately available funds.

The Bonds shall be dated the Closing Date. Interest on the Bonds shall accrue from the Closing Date; provided that interest on any Bonds issued subsequent to the Closing Date shall accrue from the Interest Pajonent Date next preceding the date of authentication, unless (i) authenticated prior to the first (P') Interest Pajonent Date, in which event interest on such Bonds shall accrue from the Closing Date, (ii) authenticated on an Interest Pajonent Date, in which event interest on such Bonds shall accrue from the date of authentication, or (iii) authenticated after a Record Date and before the following Interest Payment Date, in which event interest on such Bonds shall accrue from the following Interest Pajonent Date. If, as shown by the records ofthe Trustee, interest on the Bonds is in default, interest on Bonds issued in exchange for Bonds surrendered for registration of transfer or exchange shall accrue from the date to which interest has been paid in full on the Bonds, or, if no interest has been paid on the Bonds, from the Closing Date. The amount of interest payable on the Bonds on each Interest Pajonent Date shall be the amount of interest accrued thereon from the preceding Interest Pajonent Date 10/2/2002 REPORTS OF COMMITTEES 93953

(or other date as described above) to, but not including, the Interest Pajonent Date on which interest is being paid.

Section 2.6 Delivery Of Bonds.

Upon the execution and delivery of this Indenture, the City shall execute and deliver to the Trustee and the Trustee shall authenticate the Bonds and deliver them to the purchaser or purchasers thereof as directed by the City as hereinafter in this Section 2.6 provided.

Prior to the delivery of any of the Bonds there shall be filed with the Trustee (and the Trustee shall notify the Authenticating Agent of such filing):

1. A copy, duly certified by an authorized officer of the City, of the Bond Ordinance.

2. The Note, the Letter of Credit and original executed counterparts of this Indenture, the Agreement, the Land-Use Restriction Agreement, the Reimbursement Agreement, the Bond Purchase Agreement, the Tax Agreement and the Remarketing Agreement.

3. A written request and authorization to the Authenticating Agent by the City and signed by an authorized officer of the City to authenticate and deliver the Bonds to the purchaser or purchasers therein identified upon pajonent to the Trustee, but for the account ofthe City, of a sum specified in such written request and authorization representing the principal proceeds of the Bonds, plus a sum specified in such request and authorization representing accrued interest, if any, thereon to the date of delivery.

4. Evidence Of Recordation Of the Land-Use Restriction Agreement.

Section 2.7 Mutilated, Lost, Stolen Or Destroyed Bonds.

If any Bond is mutilated, lost, stolen or destroyed, the City may execute and the Authenticating Agent may authenticate a new Bond of like denomination as that mutilated, lost, stolen or destroyed, bearing a number not contemporaneously then outstanding; provided that in the case ofany mutilated bond, such mutilated Bond shall first be surrendered to the Bond Registrar, and in the case of any lost, stolen or destroyed Bond, there shall be first furnished to the City, the Trustee, the Bond Registrar and the Borrower evidence of such loss, theft or destruction satisfactory to the City, the Trustee, the Bond Registrar and the Borrower, together with an indemnity satisfactoiy to each of them. If any such Bond shall have matured or is to mature within fifteen (15) days after the request for a new Bond, instead of issuing a duplicate Bond, the City may pay the same on the appropriate date. As a 93954 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

prerequisite to the delivery of such Bonds, the City and the Authenticating Agent may charge the owner of such Bond with their reasonable fees and expenses in this connection.

Section 2.8 Registration, Transfer And Exchange Of Bonds.

(a) The Trustee, as Bond Registrar, shall fully register, on the registration books ofthe City to be maintained by the Trustee, each ofthe Bonds issued hereunder in the name of the owner. The registration books shall be kept for that purpose at the New York, New York office of the Trustee. No transfer of a Bond shall at any time be valid unless it is made in the registration books at the written request of the Registered Owner or his legal representative. A Bond is transferable by the Registered Owner or his duly authorized attomey at the New York, New York office of the Trustee, upon surrender of the Bond, accompanied by a duly executed instrument of transfer in form and wdth guaranty of signature satisfactoiy to the Trustee, subject to such reasonable regulations as the City or the Trustee may prescribe, and upon pajonent ofany taxes or other governmental charges incident to such transfer. Upon any such transfer a new fully registered Bond or Bonds of the same maturity and in the same aggregate principal amount will be issued to the transferee.

(b) The City and the Trustee shall not be required to (i) issue or register the transfer of or exchange any Bonds to be considered for redemption during the period beginning on the tenth (10*) day next preceding any date of selection of Bonds to be redeemed and ending at the close of business on the day of mailing of the notice of redemption or (ii) register the transfer of or exchange any portion of any Bonds selected for redemption until after the redemption date.

(c) Upon payrnent of any required tax, fee or other governmental charge and subject to the conditions provided in this Indenture, Bonds, upon the surrender thereof at the New York, New York office of the Trustee with a written instrument of transfer, in form and with guaranty of signature satisfactory to the Trustee, duly executed by the Registered Owner thereof, may be exchanged for an equal aggregate principal amount of registered Bonds ofthe same maturity and interest rate ofany other authorized denomination.

(d) The City and the Trustee may deem and treat the person in whose name the Bond shall be registered at any particular point in time (whether such time is a Record Date or otherwise) as the absolute owner thereof for all purposes, whether such Bond shall be overdue or not, and pajonent of or on account of the principal of or interest on any such Bond shall be made only to or upon the order of the Registered Owner thereof (at such point in time as provided herein) or his legal representative, but such registration may be changed, as herein provided. All such payments made by the Trustee pursuant to this Indenture shall be valid and effectual to satisfy and discharge the liability ofthe City upon any such Bond, to the 10/2/2002 REPORTS OF COMMITTEES 93955

extent of the sum or sums so paid, and neither the City nor the Trustee shall be affected by any notice to the contrary.

Section 2.9 Cancellation Of Bonds; Reductions Of Letter Of Credit.

Whenever any outstanding Bond shall be delivered to the Trustee or the Bond Registrar for cancellation pursuant to this Indenture, upon payment ofthe principal amount represented thereby, or for replacement pursuant to Section 2.7 hereof, or upon exchange or transfer pursuant to Section 2.8 hereof, or upon partial redemption pursuant to Section 3.2 hereof, or upon tender for purchase pursuant to Section 4.1 or Section 4.2 hereof, such Bond shall be delivered by the Trustee or the Tender Agent to the Bond Registrar, shall be promptly canceled and destroyed bythe Bond Registrar and counterparts ofa certificate evidencing such cancellation and destruction shall be furnished by the Bond Registrar to the Trustee, the Tender Agent, the City and the Bonower. If the Bonds (other than Bonds held by the Tender Agent pursuant to Section 6.9 hereof) are redeemed prior to maturity in part pursuant to Article 111 hereof and delivered by the Borrower to the Trustee for cancellation pursuant to this Section 2.9 in the aggregate principal amount of One Hundred Thousand Dollars ($ 100,000) or more, the Trustee may reduce the amount of the Letter of Credit in accordance with its terms in an amount equal to the principal amount of such Bonds plus interest on such principal amount for the number of days oflnterest coverage then specified in the Letter of Credit at the Cap Rate.

Section 2.10 Application Of Bond Proceeds.

The proceeds of the Bonds shall be deposited with the Trustee, as follows:

(a) accrued interest, if any, shall be deposited in the Bond Fund; and

(b) $ shall be deposited in the Acquisition and Construction Fund.

Section 2.11 Book-Entry System.

Initially, it is intended that the Bonds be registered so as to participate in a securities depository system with D.T.C. (the "D.T.C. System"), as set forth herein. The Bonds shall be initially issued in the form of a single fully registered Bond. Upon initial issuance, the ownership ofsuch Bond shall be registered in the name of Cede On Co., as nominee of D.T.C. The City and the Trustee are authorized to execute and deliver such letters to or agreements wdth D.T.C. as shall be necessary to effectuate the D.T.C. System, including the Representation Letter. In the event ofany conflict between the terms ofthe Representation Letter and the terms ofthis Indenture, the terms ofthis Indenture shall control. D.T.C. may exercise the rights 93956 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

of an owner only in accordance wdth the terms hereof applicable to the exercise of such rights.

With respect to Bonds registered in the name of Cede & Co., as nominee of D.T.C, the City, the Trustee and the Borrower shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which D.T.C. holds Bonds from time to time as securities depository (each such broker-dealer, bank or other financial institution being refened to herein as a "D.T.C. Participant") or to any person on behalf of whom such a D.T.C. Participant directly or indirectly holds an interest in the Bonds (each such person being herein referred to as an "Indirect Participant"). Without limiting the immediately preceding sentence, the City, the Trustee and the Borrower shall have no responsibility or obligation with respect to (i) the accuracy ofthe records of D.T.C. Cede 85 Co. or any D.T.C. Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any D.T.C. Participant or any Indirect Participant or any other person, other than an owner, as shown in the registration books ofthe City, ofany notice with respect to the Bonds, including any notice of redemption, (iii) the pajonent to any D.T.C. Participant or Indirect Participant or any other person, other than an owner, as shown in the registration books ofthe City, ofany amount with respect to principal of, premium, if any, or interest on, the Bonds or the purchase price with respect to any Bonds tendered for purchase or (iv) any consent given by D.T.C. as owner. So long as certificates for the Bonds are not issued pursuant to Section 2.12, the City, the Borrower and the Trustee may treat D.T.C. or any successor Depository as, and deem D.T.C. or any successor Depository to be, the absolute owoier ofthe Bonds for all purposes whatsoever, including without limitation (i) the pajonent of principal and interest on the Bonds and the purchase price with respect to any Bonds tendered for purchase, (ii) giving notice of redemption and other matters with respect to the Bonds, (iii) registering transfers with respect to the Bonds and (iv) the selection of Bonds for redemption. While in the D.T.C. System, no person other than Cede 86 Co., or any successor thereto, as nominee for D.T.C, shall receive a Bond certificate wdth respect to any Bond. Upon delivery by D.T.C. to the Trustee of written notice to the effect that D.T.C. has determined to substitute a new nominee in place of Cede 86 Co., and subject to the provisions in this Indenture with respect to interest checks or drafts being mailed to the owner at the close ofbusiness on the Record Date applicable to any Interest Payment Date, the name "Cede 86 Co." in this Indenture shall refer to such new nominee of D.T.C.

So long as Cede 86 Co. is the registered owner of the Bonds, optional tender notices hereunder shall be given by the Beneficial Owner of such Bonds exercising ownership rights through D.T.C. Participants pursuant to D.T.C's operating procedures as in effect from time to time. 10/2/2002 REPORTS OF COMMITTEES 93957

Section 2.12 Successor Securities Depository; Transfers Outside Book-Entry System.

If (a) the City or the Borrower deteimines that D.T.C. is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason or (c) the City or the Bonower determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify D.T.C. of the availability through D.T.C. of Bond certificates and the Bonds shall no longer be restricted to being registered in the registration books of the City in the name of Cede 86 Co., as nominee of D.T.C. At that time, the City may determine that the Bonds shall be registered in the name ofand deposited wdth a successor Depository operating a securities depository system, as may be acceptable to the City, or such Depository's agent or designee, or if the City does not select such an alternate securities depository system, then the Bonds may be registered in whatever name or names owners of Bonds transferring or exchanging Bonds shall designate, in accordance with the provisions hereof

Section 2.13 Pajonents And Notices To Cede 86 Co.

Notwithstanding any other provision of this Indenture to the contrary, so long as any of the Bonds are registered in the name of Cede & Co., as nominee of D.T.C, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter.

Article m.

Redemption Of Bonds Before Maturity.

Section 3.1 Certain Redemption Dates And Prices.

(a) Optional Redemption, (i) Weekly Mode. While the Bonds are in the Weekly Mode, the Bonds are subject to redemption prior to maturity by the City at the option of the Borrower with the prior written consent of the Bank pursuant to Section 7.2 ofthe Agreement from funds derived pursuant to Section 6.4 hereof, as a whole or in part (and, if in part, by lot in such manner as may be designated by the Trustee, provided that Bonds held by or on behalf of the Tender Agent for the account of the Borrower resulting from a draw upon the Letter of Credit shall be first selected for redemption until all such Bonds have been redeemed which may be selected for redemption) on any date, upon at least forty (40) days written notice 93958 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

from the Borrower to the Trustee at a redemption price of one hundred percent (100%) ofthe principal amount thereof to be redeemed plus accrued interest to the date fixed for redemption. (ii) Flexible Mode. While the Bonds are in the Flexible Mode, the Bonds also are subject to redemption prior to maturity by the City at the option of the Bonower pursuant to Section 7.2 ofthe Agreement from funds derived pursuant to Section 6.4 hereof, as a whole or in part on any date (and, if in part, by lot in such manner as may be designated by the Trustee, provided that Bonds held by or on behalf of the Tender Agent for the account of the Borrower resulting from a draw upon the Letter of Credit shall be first selected for redemption until all such Bonds have been redeemed which may be selected for redemption), upon at least forty (40) days prior written notice from the Borrower to the Trustee during the redemption periods and at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued interest to the date fixed for redemption:

Length Of Currently Dates After Which Redemption Applicable Flexible Is Allowed And Period* Redemption Prices.

More than ten (10) years After ten (10) years, one hundred two percent (102%) declining by one percent (1%) annuaUy until reaching one hundred percent (100%), and thereafter at one hundred percent (100%)

More than seven (7), but not After five (5) years, one more than ten (10) hundred two percent (102%) declining by one percent (1%) annually until reaching one hundred percent (100%) and thereafter at one hundred percent (100%)

More than four (4), but not more After three (3) years at one than seven (7) years hundred two percent (102%) declining by one percent (1%) annually until reaching one hundred percent (100%) and thereafter at one hundred percent (100%) Less than or equal to four (4) Bonds not callable years

Measured from the start of the currently applicable Flexible Period. 10/2/2002 REPORTS OF COMMITTEES 93959

Notwithstanding the foregoing, the Bonds when in a Flexible Period may be subject to optional redemption upon terms different than those set forth above (or not be subject to optional redemption during such period) if the Bonower delivers to the Issuer, the Trustee, the Remarketing Agent and the Bank on or before the first (P' ) day of such Flexible Period a certificate specifjdng different optional redemption dates or prices to be in effect during such period (or that the Bonds will not be subject to optional redemption during such Period) and an opinion of Bond Counsel to the effect that the adoption of such optional redemption provisions would not adversely affect the exclusion of interest on the Bonds from the Federal gross income of the holders thereof. Upon delivery of such certificate, the Bonds shall be subject to optional redemption during such Period as specified in such certificate and no further consent, or amendment to this Indenture, shall be required.

(iii) Purchase In Lieu Of Optional Redemption. The Borrower shall have the option to cause the Bonds to be subject to mandatory purchase pursuant to Section 4.02 hereof in lieu ofan optional redemption of Bonds pursuant to Section 3. l(a)(i) or (ii) above. Such option may be exercised by delivery by the Borrower, together with the prior written consent ofthe Bank, to the Trustee and the Issuer on or prior to the Business Day preceding the optional redemption date of a written notice specifying that the Bonds shall not be redeemed, but instead shall be subject to mandatory purchase pursuant to Section 4.2 hereof. Upon delivery ofsuch notice, the Bonds shall not be redeemed but shall instead be subject to mandatory purchase pursuant to Section 4.2 hereof at a purchase price equal to the price at which the Bonds would have been redeemed on the date which would have been the optional redemption date.

(b) Extraordinary Optional Redemption. While the Bonds are in the Flexible Mode, at the option ofthe Borrower, the Bonds are subject to redemption as a whole (or in part, to the extent a partial redemption is required or permitted by the Bond Counsel opinion referenced in (iv) below) prior to maturity on any date at a redemption price of one hundred percent (100%) of the principal amount to be redeemed plus accrued interest to the date fixed for redemption, within three hundred sixty (360) days after the occurrence ofany one (1) ofthe following events:

(i) the Project Facilities shall have been damaged or destroyed to such an extent that, in the opinion of the Borrower, (x) the required restoration and repair could not reasonably be expected to be completed within a period of six (6) months after commencement of restoration or repair, (y) the Borrower is prevented or would likely be prevented from using the Project Facilities for normal purposes for a period of six (6) months or more, or (z) the cost of restoration and repair would exceed twenty-five percent (25%) ofthe original cost of acquiring, constructing and equipping the Project Facilities; 93960 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

(ii) title to the whole or any part ofthe Project Facilities or the use or possession thereof shall have been taken or condemned by a competent authority to such an extent that, in the opinion ofthe Borrower, the Bonower is prevented from using the Project Facilities for normal purposes for a period of six (6) months or more;

(iii) as a result of any changes in the Constitution of the State or the Constitution of the United States of America or by legislative or administrative action (whether State or Federal) or by final decree, judgment, decision or order of any court or administrative body (whether State or Federal), the Agreement or the Indenture (or, ifapplicable, the Reimbursement Agreement) has become void or unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed therein; or

(iv) the delivery to the Trustee, the Issuer and the Borrower of an opinion of Bond Counsel to the effect that a redemption of all or a portion of the Bonds is necessaiy (or might be necessary) to maintain the exclusion from gross income of interest on the Bonds for Federal income tax purposes as a result of a change in use ofali or a portion ofthe Development, a sale, transfer, lease or disposition of all or a portion of the Development or the occunence of an event pertaining to the Borrower or the ownership of the Borrower.

(c) Mandatory Redemption Upon Determination Of Taxability. The Bonds are subject to mandatoiy redemption prior to maturity by the City from funds derived from the prepayment ofthe Note by the Borrower pursuant to Section 7.1(a) ofthe Agreement, as a whole and not in part, on any date within sixty (60) days of the occurrence of a Determination of Taxability, at a redemption price of one hundred percent (100%) ofthe principal amount to be redeemed plus accrued interest to the date fixed for redemption.

(d) Direction To Trustee To Call For Redemption. The City hereby directs the Trustee to, and the Trustee shall, direct the Bond Registrar to call Bonds for redemption when it shall have been notified in writing by the Borrower, pursuant to Section 7.3 ofthe Agreement and shall direct the Bond Registrar to mail a copy of the notice of redemption to the Bank, the Borrower, the Paying Agent and the Remarketing Agent at the same time as the Bond Registrar mails such notice of redemption to the owners of the Bonds that have been called for redemption pursuant to Section 3.3 hereof; provided that so long as the Letter of Credit is in effect and the Bank is not in default thereunder, the Trustee shall not direct the Bond Registrar to give notice ofany redemption pursuant to Section 3.1(a) hereof unless the Bank has consented in writing to such redemption. 10/2/2002 REPORTS OF COMMITTEES 93961

Section 3.2 Partial Redemption Of Bonds.

In the case of a partial redemption of Bonds prior to maturity by lot when Bonds of denominations greater than One Hundred Thousand Dollars ($100,000) during the Variable Rate Period or greater than Five Thousand Dollars ($5,000) during the Fixed Rate Period are then outstanding, then for all purposes in connection with such redemption, each Five Thousand Dollars ($5,000) of face value of principal amount shall be treated as though it were a separate Bond in the denomination of Five Thousand Dollars ($5,000), as the case may be. If it is determined that one (1) or more, but not all of the Five Thousand Dollar ($5,000) units of face value represented by any Bond is to be called for redemption, then upon notice of redemption ofsuch Five Thousand Dollar ($5,000) unit or units, the owner ofsuch Bond shall forthwith surrender such Bond to the Paying Agent (1) for payment of the redemption price (including the premium, ifany, and interest, ifany, to the date fixed for redemption) ofthe Five Thousand Dollar ($5,000) unit or units of face value called for redemption, and (2) for exchange, without charge to the owner thereof, for a new Bond or Bonds ofthe aggregate principal amount ofthe unredeemed balance of the principal amount of such Bond. If the owner of any such Bond of a denomination greater than Five Thousand Dollars ($5,000) of principal amount shall fail to present such Bond to the Paying Agent for pajonent and exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the date fixed for redemption to the extent ofthe Five Thousand Dollar ($5,000) unit or units of face value called for redemption (and to that extent only); interest shall cease to accrue on the portion of the principal amount of such Bond represented by such Five Thousand Dollar ($5,000) unit or units efface value on and after the date fixed for redemption and (funds sufficient for the payment ofthe redemption price having been deposited with the Pajdng Agent, and being available for the redemption of said unit or units on the date fixed for redemption) such Bond shall not be entitled to the benefit or security of this Indenture to the extent of the portion of its principal amount (and accrued interest thereon to the date fixed for redemption) represented by such Five Thousand Dollar ($5,000) unit or units of face value nor shall new Bonds be thereafter issued corresponding to said unit or units. Bonds shall be redeemed only in authorized denominations. During any period in which this Indenture requires minimum denominations of One Hundred Thousand Dollars ($100,000), the Trustee shall not select portions of Bonds for redemption, such that the outstanding principal amount ofany Bond is less than One Hundred Thousand Dollars ($100,000) after giving effect to such call for redemption.

Section 3.3 Notice Of Redemption.

(a) Such notice ofthe call for any redemption shall be given by the Trustee, at the direction of the Borrower or the City (which direction shall be in writing), by directing the Bond Registrar to mail a copy of the redemption notice by first class iriail, postage prepaid, at least thirty (30) but not more than sixty (60) days prior to the date fixed for redemption to the Registered Owner of each Bond to be redeemed 93962 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

as a whole or in part at the address shown on the registration books of the City maintained by the Bond Registrar; provided that failure to give such notice by mailing, or any defect therein, shall not affect the validity ofany proceedings for the redemption ofany Bond, or portion thereof with respect to which no such failure or defect has occurred.

All notices of redemption shall state:

(1) the redemption date;

(2) the redemption price;

(3) the identification, including complete designation and issue date of the series of Bonds ofwhich such Bonds are a part and the CU.S.I.P. number (and in the case of partial redemption, the respective principal amounts), interest rates and maturity dates of the Bonds to be redeemed;

(4) that on the date fixed for redemption the redemption price will become due and payable upon each such Bond, and that interest thereon shall cease to accrue from and after said date;

(5) the name and address ofthe Trustee and any Paying Agent for such Bonds, including the name and telephone number of a contact person and the place where such Bonds are to be surrendered for payment ofthe redemption price; and

(6) such other infonnation as the Trustee deems advisable.

(b) In addition to the redemption notice required by the Section 3.3(a) hereof, further notice (the "Additional Redemption Notice") shall be given by the Trustee as set forth below, but no defect in the Additional Redemption Notice, nor any failure to give all or any portion ofthe Additional Redemption Notice, shall in any manner affect the effectiveness of a call for redemption if notice thereof is given as prescribed in Section 3.3(a) ofthis Indenture.

Each Additional Redemption Notice given hereunder shall contain the information required by Section 3.3(a) hereof, plus (i) the date such notice has been or will be mailed pursuant to this subsection (b); (ii) the date oflssuance ofthe Bonds being redeemed, as originally issued; (iii) the maturity date of each Bond (or portion thereof) to be redeemed prior to maturity; and (iv) any other descriptive information needed to identify accurately the Bonds being redeemed prior to maturity.

Each Additional Redemption Notice shall be sent at least thirty (30) days before the date fixed for redemption by legible electronic transmission, registered or certified mail (postage prepaid) or overnight delivery service to all registered securities depositories then in the business of holding substantial amounts of 10/2/2002 REPORTS OF COMMITTEES 93963

obligations of tjrpes comprising the Bonds, and to at least two (2) national information services that disseminate notices of redemption of obligations such as the Bonds.

Section 3.4 Redemption Payments.

On or prior to the date fixed for redemption, funds immediately available hereunder at the New York, New York office ofthe Trustee on such redemption date shall be deposited in the Bond Fund and transferred to the Paying Agent to pay, and the Paying Agent is hereby authorized and directed to apply such funds in the Bond Fund to the payment of, the Bonds or portions thereof called for redemption, together with accrued interest, ifany, thereon to the date fixed for redemption and any required premium. Upon the giving of notice and the deposit of funds for redemption, interest on the Bonds or portions thereof thus called shall no longer accrue from and after the date fixed for redemption, and such Bonds shall no longer be entitled to the benefit or security ofthis Indenture.

Section 3.5 Cancellation.

All Bonds which have been redeemed shall not be reissued but shall be canceled and disposed of by the Trustee or Bond Registrar in accordance with Section 2.9 hereof.

Ariicle /y.

Tenders For Purchase And Remarketing Of Bonds.

Section 4.1 Purchase Of Bonds At Option Of Holder.

While the Bonds are in the Weekly Mode, the owner of any Bond shall have the right to tender such Bond to the Tender Agent for purchase in whole or in part (in any authorized denomination, provided that after such tender such remaining portion shall also be in an authorized denomination) on any Business Day during the Weekly Period, but not thereafter, at a purchase price equal to one hundred percent (100%) ofthe principal amount of Bonds tendered plus accrued interest to the specified purchase date. In order to exercise such option with respect to any Bond or portion thereof, the owner thereof must give to the Tender Agent at its New York, New York office by the opening of business at such office on a Business Day at least seven (7) days immediately preceding the proposed purchase date, woitten notice or notice by telephone, confirmed by written notice offender to the Tender 93964 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Agent on a Business Day not more than two (2) Business Days after such telephonic notice, offender to the Tender Agent (which written notice offender shall in either case be in the form provided in this Indenture or shall be in such other form acceptable to the Tender Agent). Upon the delivery ofsuch written notice offender, such election to tender shall be inevocable and binding upon the owner thereof. At or before 10:00 A.M., New York time, on the specified purchase date, the owner of each Bond as to which such written notice of tender shall have been given shall deliver each Bond to be purchased as a whole or in part and an instrument of assignment or transfer duly executed in blank (which instrument of assignment or transfer shall be in the form provided on such Bond or in such other forms acceptable to the Tender Agent), to the Tender Agent at its New York, New York office, and any Bond which is not so tendered, but for which there has been irrevocably deposited in the Bond Purchase Fund Available Monies sufficient to pay the purchase price thereof and all other Bonds tendered or deemed tendered for, purchase on such specified purchase date, shall be deemed to have been tendered by the owoier thereof and purchased from such owner on the specified purchase date. The Tender Agent shall, in its sole discretion, determine whether, with respect to any Bond, the owner thereof shall have properly exercised the option to have its Bond purchased as a whole or in part.

If any such notice of tender for purchase shall have been given to the Tender Agent pursuant to this Section 4.1, the Tender Agent shall immediately give telephonic notice, promptly confirmed by a written notice, to the Remarketing Agent, the Bank, the Trustee and the Borrower on the same date that the Tender Agent receives notice ofthe tender for purchase, if possible, or on the immediately following Business Day, specifjdng the principal amount of Bonds as to which notice offender for purchase has been given and the proposed date of purchase. On the specified purchase date, the Tender Agent shall purchase, or cause to be purchased, all Bonds as to which written notices of tender for purchase have been received at a purchase price equal to the principal amount thereof plus accrued interest, ifany, thereon. Funds for payment of the purchase price of such Bonds shall be withdrawn by the Tender Agent from the Bond Purchase Fund as provided in Section 6.9 ofthis Indenture.

If there has been irrevocably deposited in the Bond Purchase Fund Available Monies sufficient to pay the purchase price of all Bonds tendered or deemed to be tendered for purchase on such specified purchase date, the owner of any Unsurrendered Bond shall not be entitled to receive interest on such Unsunendered Bond on and after the specified purchase date, and all such Unsurrendered Bonds shall be deemed to have been tendered for purchase and purchased pursuant to this Section 4.1 on such specified purchase date. The Bond Registrar, at the direction of the Tender Agent, shall issue a new Bond or Bonds in the same aggregate principal amount for any Unsurrendered Bonds which are not tendered for purchase on any specified purchase date and, upon receipt ofany such Unsurrendered Bonds from the owoier thereof, shall pay the purchase price of such Unsurrendered Bonds to the owners thereof and cancel such Unsurrendered 10/2/2002 REPORTS OF COMMITTEES 93965

Bonds as provided in Section 2.9 of this Indenture.

When the Bonds are held under a Book-Entry System pursuant to Section 2.11, Beneficial Owners shall have the right to require a purchase of Bonds as provided in Section 2.11.

Section 4.2 Mandatory Tender Of Bonds.

Subject to the provisions below, on or prior to the Conversion Date the owner of each Bond is required to tender such Bond to the Tender Agent for purchase on (i) a Proposed Conversion Date, (ii) a Letter of Credit Substitution Date, (iii) a Letter of Credit Termination Date, and (iv) on each optional redemption date pursuant to Section 3.1 hereof for which the Borrower has elected to cause a purchase of Bonds in lieu of optional redemption pursuant to Section 3.1(a)(iii) hereof (each a "Mandatory Tender Date"), all as more fully provided in this Section 4.2.

Notice of a mandatory tender shall be prepared by the Trustee and given by the Bond Registrar by first class mail, postage prepaid, to the owners of all Bonds at their addresses appearing on the registration books of the City maintained by the Bond Registrar, not less than thirty (30) nor more than thirty-five (35) days prior to a Mandatoiy Tender Date. Such notice of mandatory tender shall specify the Mandatoiy Tender Date and (a) shall state that (1) due to the occunence of one of the events described above (which event shall be specified), the Bonds (and the beneficial interests therein) will be subject to mandatoiy purchase on the mandatory purchase date (which date shall be specified), (2) that all Bonds (and the beneficial interests therein) shall be deemed to have been so purchased at the purchase price on the purchase date, provided Available Monies in sufficient amount for such purpose are on deposit with the Trustee and/or the Remarketing Agent, and such Bonds shall no longer be considered to be Outstanding for purposes of this Indenture and, in such event, shall no longer be entitled to the benefits ofthis Indenture, except for the payment ofthe purchase price thereof (and no interest shall accrue thereon subsequent to the mandatory purchase date). Transfers of beneficial ownership interests will be effected by the Securities Depositoiy in accordance with its rules and procedures. Notice of mandatory purchase described in clauses (i) and (iv) above shall be given as part of the notice of conversion referenced in Section 2.2(d) hereof or notice of redemption referenced in Section 3.4 hereof, respectively. No failure on the part of the Trustee to give such notice shall affect the requirement that Bonds be purchased on the mandatory purchase date.

Upon the occurrence ofany mandatoiy purchase described in paragraphs (ii), (iii) or (iv) above during a Flexible Period, commencing on the date of such mandatory purchase, the Bonds shall bear interest in a Mode (and, in the case ofthe Flexible Mode, for a Flexible Period) to be designated by the Borrower by written notice to the Trustee given to the Trustee at least twenty-five (25) days prior to such date. 93966 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

provided, however, the designated Mode or Flexible Period will be effective on the mandatory purchase date only if each prerequisite to a conversion specified in Section 2.2(d) shall have been satisfied. If no designation ofa Mode or a Flexible Period is made by the Bonower, or if the prerequisites of Section 2.02(d) have not been satisfied, then, upon the mandatory purchase date, the Bonds, subject to the same qualifications and exceptions as are set forth in the second (2"**) paragraph of Section 2.2(c) hereof, shall convert automatically to the Weekly Mode, and the Bonds thereupon shall bear interest at the Weekly Rate determined pursuant to Section 2.2(b).

All Bonds shall be tendered by the owner thereof to the Tender Agent for purchase, at or before 10:00 A.M., New York time on the Mandatory Tender Date (or, , if the Mandatoiy Tender Date is not a Business Day, on the immediately following Business Day), by delivering such Bonds to the Tender Agent at its New York, New York office, together with an instrument of assignment or transfer duly executed in blank (which instrument of assignment or transfer shall be in the form provided on the Bonds or such other form acceptable to the Tender Agent). The purchase price of Bonds subject to mandatory purchase shall be one hundred percent (100%) ofthe principal amount thereof (except in the case of a mandatory purchase described in paragraph (iv) above, during, but prior to the expiration date of, a Flexible Period, in which case the purchase price shall include a premium equal to the then applicable optional redemption premium, ifany, on the Bonds). Funds for pajonent of the purchase price of such Bonds shall be drawn by the Tender Agent from the Bond Purchase Fund as provided in Section 6.9 ofthis Indenture.

If there has been inevocably deposited in the Bond Purchase Fund Available Monies sufficient to pay the purchase price of all Bonds tendered or deemed tendered for purchase on the Mandatory Tender Date, the owoier of any Unsurrendered Bond shall not be entitled to receive interest on such Unsurrendered Bond on and after the relevant Mandatory Tender Date, and all such Unsurrendered Bonds shall be deemed to have been tendered for purchase and purchased pursuant to this Section 4.2 on such Mandatory Tender Date. The Tender Agent shall issue a new Bond or Bonds in the same aggregate principal amount for any Unsurrendered Bonds which are not tendered for purchase on any Mandatory Tender Date and, upon receipt ofany such Unsurrendered Bonds from the owners thereof, shall pay the purchase price of such Unsurrendered Bonds to the owners thereof and cancel such Unsurrendered Bonds as provided in Section 2.9 ofthis Indenture.

Section 4.3 Procedures For Purchase Of Bonds.

Unless otherwise directed by the Borrower not to do so, the Remarketing Agent wdll use its best efforts to remarket all Bonds tendered or deemed to be tendered for purchase pursuant to Section 4.1 or Section 4.2 hereof, and to remarket all Bonds held by the Tender Agent pursuant to Section 6.9 hereoL The Borrower may at any 10/2/2002 REPORTS OF COMMITTEES 93967

time, upon written direction to the Remarketing Agent, direct the Remarketing Agent to cease to resume the remarketing of some or all ofthe Bonds. The Bank's written consent is required for any such direction by the Borrower to the Remarketing Agent not to remarket Bonds that have been purchased with the proceeds of a draw under the Letter of Credit and the Borrower has not reimbursed the Bank for such draws.

At or prior to 3:00 P.M., New York time, on the Business Day immediately preceding the applicable purchase date, the Remarketing Agent shall give notice by electronic transmission or telephone, promptly confirmed in writing, to the Trustee, the Bonower, the Bond Registrar, the Tender Agent (to be received by the Tender Agent by the close ofbusiness on such day) and the Bank, specifying or confirming the names, addresses and taxpayer identification numbers of the new Registered Owners of, and the principal amount and denominations of, such Bonds, if any, remarketed by it pursuant to this Section 4.3, and also specifjdng the principal amount of Bonds to be purchased on such purchase date which it has failed to remarket (if any) and the amount of accrued interest, if any, on such Bonds. The Remarketing Agent shall make appropriate settlement pursuant to this Section 4.3 between the purchasers ofsuch remarketed Bonds and the Tender Agent, and shall direct said purchasers by appropriate instructions to pay all monies in immediately available funds for the purchase price of the Bonds which have been remarketed pursuant to this Section 4.3 to the Tender Agent for deposit in the Bond Purchase Fund pursuant to Section 6.8 hereof at or before 11:00 A.M., New York time, on the purchase date. The Tender Agent shall deposit the proceeds of any such remarketing in the Bond Purchase Fund pursuant to Section 6.8 hereof, and the Tender Agent shall hold and disburse such monies pursuant to this Section 4.3 and Sections 4.4 and 6.9 hereof.

At or before 3:00 P.M., New York time, on each purchase date (or the immediately following Business Day if such purchase date is not a Business Day), the Tender Agent, but only to the extent it shall have received monies for such purpose, shall:

(i) pay the purchase price to each owner of a Bond (or portion thereof) tendered for purchase by mailing a check to the owner, or by wdre transfer to the Registered Owner thereof if the Registered Owner of at least One Million Dollars ($1,000,000) in aggregate principal amount of Bonds gives written notice to the Tender Agent directing the Tender Agent to make such pajonent of purchase price by wire transfer and identifjdng the location and the number ofthe account to which such payment should be wired. The Tender Agent shall pay each such purchase price from monies on deposit in the Bond Purchase Fund in the manner set forth in Section 6.9 hereof; provided that the Tender Agent shall not pay or wire transfer the purchase price of any Unsurrendered Bond, unless and until the owner of such Unsurrendered Bond presents such Unsurrendered Bond, together with an instrument of assignment or transfer duly executed in blank, to the Tender Agent; and 93968 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

(ii) redeliver or cancel all Bonds in accordance with this Section 4.3 and Section 6.9 hereof.

Notwdthstanding any provision herein contained to the contrary, any Bond remarketed by the Remarketing Agent which has been called for prior redemption pursuant to Article III hereof shall be redelivered with a copy of the redemption notice and any Bond as to which notice of mandatory tender has been given pursuant to Section 4.2 hereof shall be redelivered with a copy of the notice of mandatory tender.

Section 4.4 Duties Of Tender Agent.

The Tender Agent agrees that it shall:

(a) hold all Bonds delivered to it pursuant to Section 4.1 or Section 4.2 hereof in trust solely for the benefit of the respective owners which shall have so delivered such Bonds until monies representing the purchase price ofsuch Bonds shall have been delivered to or for the account of or to the order of such owners; and

(b) subject to Section 6.10 hereof, hold all monies delivered to it pursuant to Sections 4.3 and 6.9 hereof for the purchase of Bonds in the Bond Purchase Fund in trust solely for the benefit of the person which shall have so delivered such monies until the purchase date; and on and after the purchase date, the Tender Agent shall hold all such monies in the Bond Purchase Fund in trust solely for the benefit ofthe respective owoiers ofthe Bonds so purchased until the Tender Agent shall have paid the purchase price with respect to such Bonds to such owners; provided, that ifany monies remain in the Bond Purchase Fund after the pajonent in full of the purchase price of all Bonds tendered for purchase pursuant to Section 4.1 or Section 4.2 hereof, such monies shall be held in trust for the benefit of the Bank and the Borrower, to be applied in accordance wdth Section 6.9(d) hereof.

Section 4.5 Duties Of The Remarketing Agent.

The Remarketing Agent shall perform the duties set out in Section 4.3 hereof. The Remarketing Agent shall not remarket any Bonds to the City, the Borrower, any guarantor of the Borrower's obligations under the Agreement, or any general partner of the Borrower. Notwithstanding any other provision herein to the contrary, the Remarketing Agent shall be under no obligation to remarket Bonds if an Event of Default has occurred and is continuing hereunder. 10/2/2002 REPORTS OF COMMITTEES 93969

Article V.

General Covenants.

Section 5.1 Payment Of Principal, Premium, If Any, And Interest.

The City covenants that it wdll promptly pay or cause to be paid the principal of, premium, if any, and interest on every Bond issued under this Indenture at the place, on the dates and in the manner provided herein and in said Bonds according to the true intent and meaning thereof The principal of, premium, if any, and interest on the Bonds are payable by the City solely and only from the Revenues, and nothing in the Bonds or this Indenture should be considered as assigning or pledging any other funds or assets of the City, other than such Revenues and the right, title and interest of the City in and to the Agreement (except as otherwise provided herein) in the manner and to the extent herein specified. y Section 5.2 Compliance With Code.

(a) The City, to the extent that it has control over any of the following proceeds or payments, and the Trustee, to the extent that it has discretion wdth respect to investment ofsuch proceeds, covenant and agree that they will not take any action or fail to take any action with respect to the pajonents derived from the security pledged hereunder or from the Agreement which would result in constituting the Bonds "arbitrage bonds" within the meaning of such term as used in Section 148 of the Code. The City and the Trustee further covenant and agree that they will comply with and take the specific actions required by the Tax Agreement.

(b) The City covenants that it shall not use or cause the use of any proceeds of Bonds or any other funds ofthe City, directly or indirectly, in any manner, and shall not take or cause to be taken any other action or actions, or fail to take any action or actions, which would result in interest on any ofthe Bonds becoming includable in gross income of any holder thereof. The City further covenants that it shall at all times do and perform all acts and things permitted by law and necessary or desirable in order to assure that interest paid by the City on the Bonds shall be excluded from the gross income of the recipients thereof for federal income tax purposes.

Section 5.3 Instruments Of Further Assurance.

The City covenants that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such indentures supplemental 93970 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

hereto and such further acts, instruments and transfers as the Trustee or the Bank may reasonably require for the better assuring, transfening, convejdng, pledging, assigning and confirming unto the Trustee all and singular the rights assigned hereby and the amounts assigned and pledged hereby to the payment of the principal of, premium, if any, and interest on the Bonds. The City covenants and agrees that, except as herein and in the Agreement and the Note provided, it will not sell, convey, mortgage, encumber or otherwise dispose ofany part ofthe Revenues or its rights under the Agreement.

Section 5.4 List Of Bondholders.

The Bond Registrar will keep on file a list of names and addresses ofali Registered Owners of the Bonds on the registration books of the City maintained by the Bond Registrar, together with the principal amount and numbers of such Bonds. At reasonable times and under reasonable regulations established by the Bond Registrar, said list may be inspected and copied by the Trustee, by the Bonower, by the Bank, by the Remarketing Agent or by the owners (or a designated representative thereof) of fifteen percent (15%) or more in aggregate principal amount of Bonds then outstanding, such ownership and the authority of such designated representative to be evidenced to the satisfaction of the Trustee, or by any other person mandated by law.

Section 5.5 Rights Under Agreement.

The Agreement, a duly executed counterpart of which has been filed with the Trustee, sets forth the covenants and obligations ofthe City and the Borrower, and reference is hereby made to the same for a detailed statement of said covenants and obligations ofthe Borrower thereunder, and the City agrees that the Trustee in its name or in the name of the City may enforce all rights of the City (except those rights reserved by the City hereunder) and all obligations ofthe Borrower under and pursuant to the Agreement for and on behalf of the Registered Owoiers, whether or not the City is in default hereunder.

Ariicle VI.

Revenues And Funds.

Section 6.1 Source Of Pajonent Of The Bonds.

The Bonds herein authorized and all payments to be made by the City hereunder. 10/2/2002 REPORTS OF COMMITTEES 93971

are not general obligations of the City, but are special, limited obligations payable solely and only from the Revenues and as provided in the Agreement and in this Indenture.

The Revenues are to be remitted directly to the Trustee for the account ofthe City and deposited in the Bond Fund (hereinafter created). The entire amount of said Revenues is hereby assigned and pledged to the pajonent of the principal of and interest and premium, if any, on the Bonds (and as otherwise provided in this Indenture).

Section 6.2 Creation Of Bond Fund.

There is hereby created by the City and established with the Trustee a Bond Fund to be designated "City of Chicago Bond Fund (Hyde Park Redevelopment Limited Partnership Project)," which is pledged and shall be used to pay the principal of, premium, if any, and interest on the Bonds. Within the Bond Fund there is hereby established an account to be designated "Bond Fund — Letter of Credit Account",

Section 6.3 Pajonents Into Bond Fund.

There shall be deposited in the Bond F\ind, as and when received, (a) any ainount in the Acquisition and Construction Fund directed to be paid into the Bond Fund under Section 6.7 and Article VIII hereof; (b) all Revenues; and (c) all other monies received by the Trustee under and pursuant to any of the provisions of the Agreement, the Note or the Letter of Credit which are required or which are accompanied by directions that such monies are to be paid into the Bond Fund or the Bond Fund — Letter of Credit Account, as the case may be.

Section 6.4 Use Of Monies In Bond Fund; Draws On Letter Of Credit.

Except as provided in Sections 6.12 and 10.2 hereof, monies in the Bond Fund shall be used solely for the payment ofthe principal of and premium, if any, on the Bonds at maturity or upon acceleration and for the redemption of the Bonds prior to maturity, and for the pajonent of the interest on the Bonds when due and for the payment of the obligations of the Borrower under the Reimbursement Agreement, but shall not be used to pay the purchase price ofany Bond tendered to the Tender Agent for purchase pursuant to Section 4.1 or Section 4.2 hereof.

The City hereby authorizes and directs the Trustee to withdraw, from time to time, sufficient monies from the Bond Fund to pay or cause to be paid the principal of, premium, if any, and interest on the Bonds as the same become due and payable, which authorization and direction the Trustee hereby accepts. Funds for such pajonents ofthe principal ofand premium, ifany, and interest on such Bonds shall 93972 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

be derived from the following sources in the order of priority indicated:

(a) if the Letter of Credit is then in effect, all monies derived by the Trustee from a draw under the Letter of Credit for principal of, premium, if any, and interest on the Bonds, provided that in no event shall such monies be used to pay the principal of, premium, if any, and interest on Purchased Bonds or Bonower Bonds;

(b) monies transferred from the Acquisition and Construction Fund to the Bond Fund pursuant to Section 3.4 of the Agreement, provided that such monies constitute Available Monies, to pay principal of the Bonds at maturity or upon redemption prior to maturity;

(c) Available Monies held by the Trustee pursuant to Article VIII hereof, such monies to be applied only to the payment or the redemption of Bonds which are deemed to be paid in accordance with Article VIII hereof;

(d) payments made by the Borrower pursuant to the Note and Article VII ofthe Agreement, such monies to be applied only to the redemption of Bonds, provided that such amounts constitute Available Monies;

(e) all payments made by the Borrower pursuant to the Note and Section 4.2(a) ofthe Agreement, and amounts derived from the investment ofsuch amounts; and

(f) all other amounts received by the Trustee under and pursuant to the Agreement, the Note or from any other source when required or accompanied by directions by the Borrower that such amounts are to be paid into the Bond Fund, and amounts derived from the investment of such amounts.

Ifthe Letter of Credit is then in effect, on the Business Day immediately preceding the date on which any principal and/or interest shall become due on the Bonds, whether upon any Interest Pajonent Date, at maturity, upon the date fixed for redemption or upon maturity by declaration of acceleration of the Bonds, the Trustee shall, without making any prior claim or demand upon the Borrower, draw under and in accordance with the Letter of Credit so as to receive monies thereunder in an amount which shall be equal to the amount of principal and interest coming due on the Bonds on the date such payment is due; provided that such draw upon a declaration of acceleration shall be as soon as possible and in no event later than three (3) Business Days after such declaration of acceleration; and provided further, that the Trustee shall not draw under the Letter of Credit to pay the principal of and/or interest on any Purchased Bonds or any Borrower Bonds. Any such monies drawn under the Letter of Credit shall be deposited and held in the Bond Fund — Letter of Credit Account which shall be a separate, segregated account in the Bond Fund, and shall not be commingled with other monies in the Bond Fund. If for any reason funds are not available under the Letter of Credit for 10/2/2002 REPORTS OF COMMITTEES 93973

pajonent of principal and/or interest due on the Bonds on any such date, the Trustee shall immediately request from the Bonower funds sufficient to make all such pajonents of principal and/or interest on the Bonds pursuant to the Note and Section 4.2(a) ofthe Agreement by directing that the Borrower deposit such funds with the Trustee at its New York, New York office.

Ifthe Letter of Credit is then in effect, all pajonents by the Borrower under Section 4.2(a) ofthe Agreement and deposited into the Bond Fund pursuant to clause (e) above and any amounts referenced in clause (b) above shall be paid by the Trustee to the Bank and applied against the Borrower's obligation to reimburse the Bank for draws under the Letter of Credit under the Reimbursement Agreement.

Immediately following any draw under the Letter of Credit, the Trustee shall give notice by electronic transmission or telephone, promptly confirmed in writing, to the Borrower specifying or confirming the ainount so drawn on the Letter of Credit.

Section 6.5 Custody Of Bond Fund.

The Bond Fund shall be in the custody ofthe Trustee but in the name ofthe City, and the City hereby authorizes and directs the Trustee to withdraw sufficient funds from the Bond Fund and transfer same to the Paying Agent to pay or cause to be paid the principal of, premium, if any, and interest on the Bonds as the same become due and payable, which authorization and direction the Trustee hereby accepts.

Section 6.6 Creation Of Acquisition And Construction Fund.

There is hereby created by the City and established with the Trustee a trust fund to be designated the "City ofChicago Acquisition and Construction Fund (Hyde Park Redevelopment Limited Partnership Project)", which shall be expended in accordance with the provisions of Sections 3.3 and 3.4 of the Agreement and Section 6.7 hereof.

Section 6.7 Pajonents Into Acquisition And Construction Fund; Disbursements.

The proceeds ofthe Bonds shall be deposited in the Acquisition and Construction Fund as provided in Section 2.10(b) hereof All monies in the Acquisition and Construction Fund shall be expended on written requisitions signed by an Authorized Borrower Representative, as defined in the Agreement, and approved in writing by the Bank, in the form attached as (Sub)Exhibit A hereto in accordance with the provisions of the Agreement. 93974 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

The Trustee shall keep and maintain adequate records pertaining to the Acquisition and Construction Fund and all disbursements therefrom, and after the Project has been completed and a certificate of pajonent of all costs is or has been filed as provided in Section 3.4 of the Agreement, the Trustee shall file an accounting thereof wdth the City or the Borrower upon the written request of the City or the Borrower, as the case may be. The completion of the Project and pajonent or provision made for pajonent of the full Cost of the Project shall be evidenced by the filing wdth the Trustee of a certificate required by the provisions of Section 3.4 of the Agreement. Any balance remaining in the Acquisition and Construction Fund on the Completion Date shall be used in accordance with said Section 3.4. If the Borrower should prepay installments in whole pursuant to Section 7.1 or 7.2 of the Agreement, or if an event of default shall occur and be continuing hereunder, any balance then remaining in the Acquisition and Construction Fund shall without further authorization be deposited in the Bond Fund by the Trustee.

Section 6.8 Creation And Sources Of Bond Purchase Fund.

There is hereby created by the City and ordered established with the Tender Agent, as agent of the Trustee, a trust fund to be designated the "City of Chicago Bond Purchase Fund (Hyde Park Redevelopment Limited Partnership Project)", which shall be used to pay the purchase price of Bonds tendered or deemed to be tendered for purchase pursuant to Section 4.1 or Section 4.2 ofthis Indenture. The Tender Agent, as agent ofthe Trustee, shall hold all monies on deposit in the Bond Purchase Fund in trust as provided in Section 4.4 hereof. The Trustee hereby appoints the Tender Agent to serve as its agent for such purpose. The Tender Agent shall notify the Trustee by 11:15 A.M. New York time on the purchase date, confirmed in wo-iting, ofthe amount of funds received described in clause (i) below, with respect to such purchase date, and the amount of any deficiency in the amount of funds available to pay the purchase price.

There shall be paid into the Bond Purchase Fund, as and when received:

(i) the proceeds ofthe remarketing of Bonds by the Remarketing Agent pursuant to Section 4.3 ofthis Indenture (which proceeds shall at all times prior to their transfer from the Bond Purchase Fund be held by the Tender Agent in a separate and segregated account in the Bond Purchase Fund separate and apart from all other monies in the Bond Purchase Fund);

(ii) all monies drawn by the Trustee, or the Tender Agent as agent of the Trustee, under the Letter of Credit for the purpose of pajdng such purchase price (all of which monies shall at all times prior to their transfer from the Bond Purchase Fund be held by the Tender Agent, as agent ofthe Trustee, in a separate and segregated account in the Bond Purchase Fund separate and apart from all other monies in the Bond Purchase Fund); 10/2/2002 REPORTS OF COMMITTEES 93975

(iii) all pajonents made directly by the Bonower pursuant to Section 4.2(e) ofthe Agreement (each of which payments shall at all times prior to their transfer from the Bond Purchase Fund be held by the Tender Agent in a separate and segregated account in the Bond Purchase Fund separate and apart from all other monies in the Bond Purchase Fund); and

(iv) all other monies received by the Trustee under and pursuant to any of the provisions of this Indenture, the Agreement, the Note, the Letter of Credit or otherwise which are required or which are accompanied by directions that such monies are to be paid into the Bond Purchase Fund (each ofwhich pajonents shall at all times prior to their transfer from the Bond Purchase Fund be held by the Tender Agent, as agent ofthe Trustee, in a separate and segregated account in the Bond Purchase Fund separate and apart from all other monies in the Bond Purchase Fund).

Section 6.9 Use Of Monies In The Bond Purchase Fund.

(a) Except as provided in this Section 6.9 or Section 6.12 of this Indenture, monies in the Bond Purchase Fund shall be used solely for the payment of the purchase price of Bonds tendered or deemed to be tendered for purchase on any purchase date pursuant to Section 4.1 or Section 4.2 ofthis Indenture and to pay any obligations of the Bonower under the Reimbursement Agreement.

(b) On each purchase date (or, if such purchase date is not a Business Day, on the immediately following Business Day), the Tender Agent shall pay the purchase price of Bonds tendered for purchase from monies on deposit in the Bond Purchase Fund from funds derived from the following sources in the order of priority indicated:

(i) proceeds of the remarketing of such Bonds pursuant to Section 4.3 hereof which constitute Available Monies under clause (iv) of the definition thereof;

(ii) if the Letter of Credit is then in effect, monies derived from a draw under the Letter of Credit to pay the purchase price of Bonds tendered or deemed to be tendered for purchase;

(iii) any other monies on deposit in the Bond Purchase Fund that constitute Available Monies;

(iv) pajonents made by the Borrower pursuant to Section 4.2(e) of the Agreement; and

(v) any other monies received by the Trustee which are required to be paid into the Bond Purchase Fund or which are accompanied by instructions that such monies be paid into the Bond Purchase Fund. 93976 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Bonds (or portions thereof in authorized denominations) purchased with monies described in clause (ii) above ("Purchased Bonds") shall be registered in the name of the Borrower, shall be held by the Tender Agent in trust for the account of the Bonower, and shall not be transferred or exchanged by the Tender Agent until (A) the Tender Agent has received from the Bank notice in writing, by telecopy or tested telex, that the Borrower has reimbursed the Bank for the drawing or portion of the drawing made under the Letter of Credit to pay the purchase price of such Bonds, pursuant to the Reimbursement Agreement, and that the Letter of Credit has been reinstated in the amount of the aggregate principal amount of such Bonds and the amount originally drawn under the Letter of Credit to pay the portion of the purchase price equal to the accrued interest, if any, on such Bonds, or (B) the Remarketing Agent shall have given the Tender Agent notice by telephone, promptly confirmed in writing, that such Bonds have been remarketed by the Remarketing Agent, and the Tender Agent shall have monies in an amount sufficient to reimburse the Bank for the drawing or portion ofthe drawing made under the Letter of Credit to pay the purchase price of such Bonds, which monies are on deposit in the Bond Purchase Fund, and the Bank has given the Tender Agent notice in writing, by electronic transmission, that the Letter of Credit has been reinstated in the amount of the aggregate principal amount of such Bonds and the amount originally drawn under the Letter of Credit to pay the portion of the purchase price equal to the accrued interest, ifany, on such Bonds; and in either event, the Tender Agent may then release such Bonds, and register the transfer of such Bonds at the direction of the Borrower in the event of (A) above or in the names of the new Registered Owners thereof as shall be provided by the Remarketing Agent by telephone or electronic transmission, promptly confirmed in writing, in the manner set forth in Section 4.3 hereof, in the event of (B) above. Bonds (or portions thereof in authorized denominations) purchased with monies described in clause (iii) above shall, at the direction ofthe Borrower, be held by the Tender Agent for the account of the Borrower and registered in the name of the Borrower or be cancelled.

(c) If the Letter of Credit is in effect on a purchase date (or, if such day is not a Business Day, on the immediately following Business Day), and the funds available under clause (i) of subsection (b) above for the payment ofthe purchase price ofthe Bonds to be purchased pursuant to Section 4.1 or Section 4.2 ofthis Indenture on such purchase date are not sufficient to pay the purchase price of such Bonds in full at or before 11:15 A.M., New York time, on such purchase date, the Trustee shall, without making any prior demand or claim upon the Borrower, make a drawing under the Letter of Credit before 12:00 Noon, New York time, and the Bank shall make payment under the Letter of Credit to the Tender Agent at or before 2:00 P.M., New York time, in immediately available funds which funds will be wired directly from the Bank to the Tender Agent, in an amount which will be sufficient, together with the funds available under such clause (i) of subsection (b) above, to pay the purchase price of such Bonds on such purchase date (or the immediately following Business Day if such purchase date is not a Business Day). If for any reason funds are not available under the Letter of Credit for pajonent of the purchase price of such Bonds on such purchase date (or the immediately following 10/2/2002 REPORTS OF COMMITTEES 93977

Business Day if such purchase date is not a Business Day), the Trustee shall immediately request from the Borrower funds sufficient to pay the purchase price of such Bonds pursuant to Section 4.2(e) of the Agreement by directing that the Borrower deposit such funds with the Tender Agent at its New York, New York office.

(d) Notwithstanding any other provision of this Indenture to the contrary, if (i) the Remarketing Agent shall remarket any Bonds tendered for purchase pursuant to Section 4.1 or Section 4.2 hereof and the proceeds ofsuch remarketing are received by the Tender Agent after the Trustee has made a drawdng under the Letter of Credit to pay the purchase price of such remarketed Bonds, pursuant to subsection (c) above, or (ii) the Remarketing Agent shall subsequently remarket any Bonds held by the Tender Agent for the account of the Borrower and registered in the name of the Borrower, the purchase price ofwhich Bonds was paid by the Tender Agent as a result of a drawing under the Letter of Credit, pursuant to subsection (b) above, then all proceeds of any such remarketing which necessitated a drawing under the Letter of Credit (or which would otherwise be payable to the Bonower as the Registered Owoier of the Bonds) shall be paid by the Tender Agent to the Bank to satisfy the obligations of the Borrower under the Reimbursement Agreeinent, relating to such drawing under the Letter of Credit. The Trustee and the Tender Agent shall immediately notify the Bank by telecopy or telephone, promptly confirmed in writing, that such proceeds are on deposit in the Bond Purchase Fund, and the Bank shall certify to the Trustee the amount of the obligation of the Borrower under the Reimbursement Agreement relating to such drawing under the Letter of Credit. When such obligations of the Borrower to the Bank under the Reimbursement Agreement have been satisfied, then all such monies remaining in the Bond Purchase Fund shall be paid to the Borrower.

Section 6.10 Non-Presentment Of Bonds.

If any Bond shall not be presented for payment when the principal thereof becomes due, either at maturity or otherwise, or at the date fixed for redemption thereof, or on the date set for purchase of such Bond pursuant to Section 4.1 or Section 4.2 hereof, then if funds sufficient to pay or purchase such Bond shall have been made available to the Tender Agent, all liability of the City for the payment of such Bond and all liability of the Borrower for the purchase of such Bond shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty ofthe Tender Agent to hold such fund or funds, without liability oflnterest thereon, for the benefit of the owner of such Bond or the owner of such Unsurrendered Bond, as the case may be, who shall thereafter be restricted exclusively to such fund or funds, for any claim of whatever nature on his part under this Indenture or on, or with respect to, said Bond. Subject to applicable law, any monies so deposited with and held by the Tender Agent for the benefit of such persons, if any, for five (5) years after the date upon which such monies were so deposited, shall be paid to the Borrower or to the Bank as provided in Section 6.12 93978 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

hereof, on wodtten request of the Bonower or the Bank, as the case may be, and thereafter such persons shall look only to the Borrower for the purpose of pajonent from such monies and the Tender Agent shall have no further liability with respect to such monies.

Section 6.11 Monies To Be Held In Tmst.

All monies required to be deposited wdth or paid to the Trustee for the account of the Bond Fund and the Acquisition and Construction Fund and monies deposited wdth or paid to the Tender Agent for the account of the Bond Purchase Fund under any provision of this Indenture shall be held by the Trustee and the Tender Agent in trust, and except for monies deposited with or paid to the Trustee for the redemption of Bonds, notice of the redemption of which has been duly given, and except for monies deposited with or paid to the Trustee for the pajonent oflnterest on specific Bonds, and except for monies held in trust in the Bond Purchase Fund, and except for monies which have been deposited wdth the Trustee pursuant to Article VIII hereof, while held by the Trustee and Tender Agent constitute part ofthe Trust Estate and be subject to the lien or security interest created hereby.

Section 6.12 Repajonent To The Bonower And The Bank From Bond Fund And Bond Purchase Fund.

Except as otherwise provided in Section 6.9(d) hereof, any amounts remaining in the Bond Fund, the Bond Purchase Fund or any other fund or account established pursuant to this Indenture after payment in full of the Bonds (or provision therefor having been made in accordance herewith), other than Bonds held by the Tender Agent pursuant to Section 6.9(b) hereof, the purchase price ofali Bonds tendered or deemed to be tendered to the Tender Agent for purchase pursuant to Section 4.1 or Section 4.2 hereof, the pajonent ofthe fees, charges and expenses ofthe Trustee, the Bond Registrar and all other amounts required to be paid hereunder and under the Agreement, the Note and the Letter of Credit, shall be paid to the Borrower or the Bank, as provided in Section 8.5 ofthe Agreement, and at such time the Note shall be canceled and delivered to the Borrower.

Section 6.13 Additional Pajonents Under The Agreement.

Pursuant to Section 4.2(c) ofthe Agreement the Borrower has agreed to pay as provided therein fees and expenses of the Trustee and the Tender Agent. All such additional pajonents received by the Trustee shall not be paid into the Bond Fund or the Bond Purchase Fund, but shall be disbursed by the Trustee solely for the purposes for which said additional payments are received. The Trustee hereby agrees to make such disbursements. 10/2/2002 REPORTS OF COMMITTEES 93979

Article vn.

Investment Of Monies.

Any monies held as part of the Acquisition and Construction Fund or the Bond Fund shall be invested and reinvested by the Trustee at the direction of the Bonower in accordance with the provisions of Section 3.5 of the Agreement. Any monies derived from a drawing under the Letter of Credit and deposited in the Bond Fund (including any monies held for the payment of a particular Bond and any income derived from the investment ofsuch monies), if invested or reinvested, shall be invested or reinvested in Governmental Obligations which mature in not more than thirty (30) days or as needed to make timely pajonent of principal and interest on the Bonds. The Trustee may make any and all such investments through its own bond department. Any such investments shall be held by or under the control of the Trustee and shall be deemed at all times a part of the fund for which they were made. The interest accruing thereon and any profit realized from such investments shall be credited to such fund, and any net loss resulting from such investments shall be charged to such fund. Notwithstanding the foregoing, interest accruing thereon and profits realized from investments in the Acquisition and Construction Fund shall be initially credited to such fund and then transferred to the Bond Fund pursuant to Section 6.3 hereof. The Trustee, at the direction ofthe Borrower, shall sell and reduce to cash a sufficient amount of such investments of the Acquisition and Construction Fund, as specified in such direction, whenever the cash balance in the Acquisition and Construction Fund is insufficient to pay a requisition when presented. The Trustee shall sell and reduce to cash a sufficient amount of such investments of the Bond Fund whenever the cash balance in the Bond Fund is insufficient to pay the principal of, premium, if any, and interest on the Bonds when due; provided, that the Trustee shall first sell and reduce to cash those investments of the Bond Fund which mature earliest.

The Trustee, when authorized by the City and the Borrower, may trade with itself in the purchase and sale of securities for such investment. The Trustee shall not be responsible or liable for the performance or adverse tax consequences of any such investments or for keeping the monies held by it hereunder fully invested at all times other than in accordance with the instructions of the Borrower. Absent the provision of investment instructions hereunder, the Trustee shall invest such amounts in Governmental Obligations, pending receipt of such instructions and shall not make any other investment ofthe monies held pursuant hereto; provided, however, that the Trustee shall notify the Bonower in the event any monies are being held uninvested pursuant hereto.

Although the City and the Borrower each recognize that it may obtain a broker confirmation or written statement containing comparable infonnation at no additional cost, the City and the Borrower hereby agree that confirmations of 93980 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Governmental Obligations are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month.

Any monies held as part of the Bond Purchase Fund shall not be invested or reinvested by the Tender Agent.

Article vm.

Discharge Of Lien.

If the City shall pay or cause to be paid, or there shall be otherwise paid or provision for pajonent made to or for the owners from time to time ofthe Bonds, the principal, premium, ifany, and interest due or to become due thereon on the dates and in the manner stipulated therein, and shall pay or cause to be paid to the Trustee all sums of money due or to become due according to the provisions hereof, and the Borrower shall pay or cause to be paid all obligations of the Bonower to reimburse the Bank for drawings under the Reimbursement Agreement (other than any reimbursement for drawings under the Letter of Credit to pay the purchase price of Bonds tendered or deemed to be tendered for purchase pursuant to Section 4.1 or Section 4.2 hereof which reimbursement is not then due and payable under the Reimbursement Agreement) and other amounts due and payable to the Bank under the Reimbursement Agreement and the Borrower shall pay or cause to be paid all obligations of the Borrower to the City, then these presents and the estate and rights hereby granted shall cease, determine and be void, whereupon the lien ofthis Indenture shall be canceled and except for amounts in the Bond Fund or the Bond Purchase Fund required to be paid to the Bank under Section 6.12 hereof, all amounts held hereunder shall be paid to the Borrower. Upon such discharge, the Trustee shall cancel the Note and retum it to the Borrower and shall cancel the Letter of Credit and return it to the Bank.

On or after the Conversion Date, any Bond shall be deemed to be paid within the meaning of this Article VIII when pajonent of the principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date be by reason of maturity or upon redemption prior to maturity as provided in this Indenture or upon pajonent ofthe purchase price on a purchase date, or otherwise), either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided by irrevocably depositing with the Trustee, in trust and inevocably setting aside exclusively for such payment, (1) Available Monies sufficient to make such pajonent, or (2) Governmental Obligations purchased wdth Available Monies (provided that in the opinion of Bond Counsel 10/2/2002 REPORTS OF COMMITTEES 93981

such deposit will not adversely affect the exclusion from gross income for purposes of federal income taxation oflnterest on the Bonds or cause any ofthe Bonds to be classified as "arbitrage bonds" within the meaning of Section 148 of the Code) maturing as to principal and interest in such amounts and on such dates as will provide sufficient monies without reinvestment to make such payment, and all necessaiy and proper fees, compensation and expenses of the Trustee pertaining to the Bonds with respect to which such deposit is made and all other liabilities of the Borrower under the Agreement shall have been paid or the pajonent thereof provided for to the satisfaction ofthe Trustee. There shall be no defeasance during the Weekly Rate Period and no defeasance shall be effective during the Flexible Rate Period until the Trustee shall receive prior written evidence from each Rating Agency that such deposit referred to in the prior sentence will not cause a reduction or withdrawal of the then current rating on the Bonds. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes set forth in Sections 2.7 and 2.8 hereof and any such payment from such monies or Governmental Obligations on the date or dates specified at the time ofsuch deposit.

Notwithstanding the foregoing, in the case of Bonds which by their terms may be redeemed prior to the stated maturities thereof, no deposit under clause (ii) of the immediately preceding paragraph shall be deemed a payment of such Bonds as aforesaid until the Borrower, on behalfofthe City, shall have given the Trustee, in form satisfactory to the Trustee, irrevocable instructions:

(a) stating the date when the principal (and premium, ifany) ofeach such Bond is to be paid, whether at maturity or on a redemption date (which may be any redemption date permitted by this Indenture);

(b) to direct the Bond Registrar to call for redemption pursuant to this Indenture any Bonds to be redeemed prior to maturity pursuant to (a) hereof; and

(c) to direct the Bond Registrar to mail, as soon as practicable, in the manner prescribed by Article III hereof, a notice to the owners of such Bonds that the deposit required by (ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Article VIII and stating the maturity or redemption date upon which monies are to be available for the pajonent of the principal or redemption price, if applicable, on said Bonds as specified in (a) hereof.

Any monies so deposited with the Trustee as provided in this Article VIII may at the written direction of the Borrower also be invested and reinvested in Governmental Obligations, maturing in the amounts and on the dates as hereinbefore set forth, and all income from all Governmental Obligations in the hands of the Trustee pursuant to this Article VIII which is not required for the pajonent of the Bonds and interest and premium, if any, thereon with respect to 93982 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

which such monies are deposited, shall be deposited in the Bond Fund as and when collected for use and application as are other monies deposited in that fund.

Anything in Article XI hereof to the contiary notwithstanding, if monies or Governmental Obligations have been deposited or set aside with the Trustee pursuant to this Article VIII for the pajonent ofthe principal of, premium, ifany, and interest on the Bonds and the principal of, premium, if any, and interest on such Bonds shall not have in fact been actually paid in full, no amendment to the provisions ofthis Article VIII shall be made wdthout the consent ofthe owner ofeach of the Bonds affected thereby.

Notwithstanding the release and discharge ofthe lien ofthis Indenture as provided above, those provisions of this Indenture relating to the maturity of the Bonds, interest payments and dates thereof, redemption provisions, tender and purchase provisions, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost, stolen or Unsurrendered Bonds, the safekeeping and cancellation of Bonds, nonpresentment of Bonds, the holding of monies in trust, redemption of Bonds and the duties of the Trustee, the Bond Registrar, the Tender Agent, the Paying Agent and the Remarketing Agent in connection with all of the foregoing, remain in effect and shall be binding upon the Trustee and the owners of the Bonds.

Ariicle DC.

Default Provisions And Remedies Of Trustee And Bondholders.

Section 9.1 Defaults; Events Of Default.

If any of the following events occur, it is hereby declared to constitute an "Event of Default" hereunder:

(a) failure to pay interest on any Bond when such interest shall have become due and payable;

(b) failure to pay the principal of, or premium, if any, on any Bond, when due, whether at the stated maturity thereof or upon proceedings for redemption thereof;

(c) failure to pay when due the purchase price of any Bond tendered or deemed to be tendered to the Tender Agent for purchase pursuant to Section 4.1 or Section 4.2 hereof when due; 10/2/2002 REPORTS OF COMMITTEES 93983

(d) receipt by the Trustee, not later than the last day provided for in the Letter of Credit on which the Bank can give notice preventing a reinstatement of the Letter of Credit following a drawing under the Letter of Credit to pay regularly scheduled interest on the Bonds, of written notice by the Bank that the Bonower has not reimbursed the Bank for such drawing or of the occunence of an "Event of Default" under the Reimbursement Agreement, and, that as a consequence of either ofthe above, the Bank will not reinstate the Letter of Credit wdth respect to such drawing;

(e) receipt by the Trustee of written notice from the Bank ofthe occurrence of an "Event of Default" under the Reimbursement Agreement and requesting the Trustee to accelerate the Bonds; V

(f) failure to perform or observe any other of the covenants, agreements or conditions on the part of the City in this Indenture or in the Bonds contained and failure to remedy the same after notice thereof pursuant to Section 9.12 hereof; or

(g) the occunence of an "Event of Default" under the Agreement.

Section 9.2 Acceleration.

Upon (i) the occurrence of an Event of Default under Section 9.1(d) or Section 9.1(e), the Trustee shall, or (ii) the occurrence and continuance ofany other Event of Default hereunder the Trustee may, and upon the written request of the owners of not less than a majority in aggregate principal amount of Bonds then Outstanding shall, declare the principal of all Bonds then Outstanding and the interest accrued thereon to the date of such declaration immediately due and payable (and interest on the Bonds shall cease to accrue from and after the date of declaration of acceleration), and such principal, interest, and any premium the City shall have become obligated to pay prior to such date, if any, shall thereupon become and be immediately due and payable; provided that so long as a Letter of Credit is in effect and the Bank has not failed to honor a properly presented and conforming drawing thereunder, no acceleration shall be declared under subsection (ii) of this Section 9.2 by reason of a default under Sections 9.1 (f) or (g) hereof without the prior written consent ofthe Bank. Upon any declaration of acceleration hereunder the Trustee shall immediately declare an amount equal to all amounts then due and payable on the Bonds to be immediately due and payable under Section 4.2(a) of the Agreement and under the Note in accordance with Section 6.2(a) of the Agreement, and, if the Letter of Credit is then in effect, the Trustee shall as soon as possible and in no event later than three (3) Business Days after such declaration, draw under the Letter of Credit to the fullest extent permitted by the terms thereof to pay the principal of, and accrued interest on, the Bonds and shall fix the date upon which funds shall be applied as provided in Section 9.7 hereof. As soon as practicable upon any such declaration of acceleration, the 93984 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Trustee shall give written notice thereof to the City, the Borrower, the Tender Agent and the Remarketing Agent; provided that failure to give such notice shall not affect the validity or effectiveness of such declaration.

Section 9.3. Other Remedies; Rights Of Bondholders.

Upon the occurrence of an Event of Default hereunder the Trustee may, in addition or as an altemative to the remedy provided for in Section 9.2 hereof, pursue any available remedy by suit at law or in equity to enforce the pajonent of the principal of, premium, if any, and interest on the Bonds then Outstanding. If an Event of Default shall have occuned, and if requested so to do by the owners of a majority in aggregate principal amount of Bonds then Outstanding and indemnified as provided in Section 10.1(1) hereof, the Trustee shall and in its own name:

(a) by mandamus, other suit, action or proceeding at law or in equity, enforce all rights of the Bondholders, including the right to require the City to collect the amounts payable under the Agreement and the Note and to require the City to carry out any other provisions ofthis Indenture for the benefit ofthe Bondholders;

(b) pursue any and all remedies available to it under the Agreement;

(d) by action or suit in equity require the City to account as if it were the trustee of an express trust for the Bondholders; and

(e) by action or suit in equity enjoin any acts or things that may be unlawful or in violation of the rights of the Bondholders.

No remedy by the terms of this Indenture confened upon or reserved to the Trustee or the City (or to the Registered Owners) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or the City or to the Registered Owners hereunder or now or hereafter existing at law or in equity.

No delay or omission to exercise any right or power accruing upon any default or Event of Default hereunder shall impair any such right or power or shall be construed to be a waiver of any such default or Event or Default or acquiescence therein; and such right and power may be exercised from time to time as often as may be deemed expedient. 10/2/2002 REPORTS OF COMMITTEES 93985

No waiver ofany default or Event of Default hereunder, whether by the Trustee or by the Registered Owners, shall extend to or shall affect any subsequent default or Event or Default or shall impair any rights or remedies consequent thereon.

Section 9.4 Right Of Bank And Bondholders To Direct Proceedings.

Subject to the provisions of Section 10.1(1) hereof, anything in this Indenture to the contraiy notwithstanding, the Bank or the owoiers of a iriajority in aggregate principal amount ofthe Bonds then Outstanding shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be taken in connection with the enforcement ofthe terms and conditions ofthis Indenture, or for the appointment of a receiver or any other proceedings hereunder; provided, that such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture and shall not result in the personal liability of the Trustee; and provided further, that the Bank shall have no such right to direct proceedings relating to remedies against the Bank, including any drawing under the Letter of Credit. In the event of conflict between the directions ofthe Bank and those ofthe Registered Owners with respect to an Event of Default, the directions of the Bank shall prevail so long as the Bank has not failed to honor a properly presented and conforming drawing under the Letter of Credit. The Trustee may take any other action under this Indenture which is not inconsistent wdth such direction.

Section 9.5 Appointment Of Receivers.

Upon the occurrence ofan Event ofDefault hereunder and upon the filing ofa suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Registered Owoiers under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers ofthe Trust Estate and ofthe revenues, earnings, income, products and profits thereof, pending such proceedings, with such powers as the court making such appointment shall confer.

Section 9.6 Waiver.

Upon the occurrence of an Event of Default hereunder, to the extent that such rights may then lawfully be waived, neither the City, nor anyone claiming through or under the City, shall set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in force, in order to prevent or hinder the enforcement ofthis Indenture, and the City, for itself and all who may claim through or under it, hereby waives, to the extent that it lawfully may do so, the benefit of all such laws. 93986 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Section 9.7 Application Of Monies.

All monies (other than monies derived from a drawing under the Letter of Credit) received by the Trustee pursuant to any right given or action taken under the provisions ofthis Article IX or pursuant to Section 6.9 hereof shall, after payment to the Trustee and the Bond Registrar of all amounts due and payable pursuant to Section 10.2 hereof and after payment of all expenses of the Trustee incurred in connection with litigation against the Bank resulting from the Bank's failure to honor a properly presented drawing under the Letter of Credit, be deposited in the Bond Fund; all monies derived from a drawing under the Letter of Credit to pay principal ofand interest on the Bonds shall be deposited in the Bond Fund — Letter of Credit Account, a separate, segregated account in the Bond Fund; and all monies in the Bond Fund (other than monies held for the pajonent of a particular Bond) during the continuation of an Event of Default hereunder shall be applied in the order of priority set forth in Section 6.4 hereof, as follows:

(a) Unless the principal of all the Bonds shall have become or shall have been declared due and payable, all such monies shall be applied:

First — to the pajonent to the persons entitled thereto of all interest then due on the Bonds (other than Borrower Bonds), and, ifthe amount available shall not be sufficient to pay said amount in full, then to the payinent ratably, according to the amounts due, to the persons entitled thereto, without any discrimination or privilege;

Second --to the payment to the persons entitled thereto of the unpaid principal ofand premium, ifany, on any ofthe Bonds which shall have become due (other than Bonds matured or called for redemption for the pajonent of which monies are held pursuant to the provisions ofthis Indenture, and other than Borrower Bonds), and, ifthe amount available shall not be sufficient to pay in full such unpaid principal premium and, then to the payment ratably to the persons entitled thereto without any discrimination or privilege;

Third — to the pajonent ofthe obligations ofthe Bonower due and owdng to the Bank under the Reimbursement Agreement (other than any reimbursement for drawings under the Letter of Credit to pay the purchase price of Bonds tendered or deemed to be tendered for purchase pursuant to Section 4.1 or Section 4.2 hereof, which reimbursement is not then due and payable under the Reimbursement Agreement); and

Fourth — to the payment ofthe principal of, premium, ifany, and interest on Borrower Bonds in the same manner as above provided.

(b) If the principal of all the Bonds shall have become due or shall have been declared due and payable, all such monies shall be applied first, to the pajonent 10/2/2002 REPORTS OF COMMITTEES 93987

of the principal and interest then due and unpaid upon the Bonds (other than Borrower Bonds), without preference or priority of principal over interest or of interest over principal, or ofany installment oflnterest over any other installment of interest, or of any Bond over any other Bond (other than Bonower Bonds), ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto wdthout any discrimination or privilege, second, to the payment of the obligations of the Borrower due and owing under the Reimbursement Agreement (other than any reimbursement for drawings under the Letter of Credit to pay the purchase price of Bonds tendered or deemed to be tendered for purchase pursuant to Section 4.1 or Section 4.2 thereof, which reimbursement is not due and payable under the Reimbursement Agreement), and third, to the payment of principal ofand interest on Borrower Bonds in the same manner.

(c) Ifthe principal ofali ofthe Bonds shall have been declared due and payable, and if such declarations shall thereafter have been rescinded and annulled under the provisions ofthis Article IX then, subject to the provisions of Section 9.7(b) hereof if the principal ofali ofthe Bonds shall later become due or be declared due and payable, the monies shall be applied in accordance with the provisions of Section 9.7(a) hereof.

Subject to the provisions of Section 10.2 hereof, whenever monies are to be applied pursuant to the provisions ofthis Section 9.7, such monies shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such monies available for application and the likelihood of additional monies becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue; provided that if the Trustee shall declare an acceleration and shall draw under the Letter of Credit to pay the principal ofand accrued interest on the Bonds, pursuant to Section 6.4 hereof, the Trustee shall fix the date upon which such application is to be made, which date shall be the date of such drawing under the Letter of Credit. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such monies and ofthe fixing ofany such date, and shall not be required to make payment to the owner of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

Section 9.8 Remedies Vested In Trustee.

All rights of action (including the right to file proof of claims) under this Indenture or under any ofthe Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceeding 93988 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

relating thereto and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any owners ofthe Bonds, and any recovery of judgment shall be for the equal and ratable benefit ofthe owners ofthe outstanding Bonds.

Section 9.9 Rights And Remedies Of Bondholders.

No owner of any Bond shall have any right to institute any suit, action or proceeding at law or in equity for the enforcement ofthis Indenture, the agreement or the Note or for the execution of any trust hereof or for the appointment of a receiver or any other remedy hereunder or thereunder, unless a default has also occurred and the Trustee has been notified as provided in Section 10.1(h) hereof, or by said subsection it is deemed to have notice, nor unless such default shall have become an Event of Default hereunder and the owners of a majority in aggregate principal amount of Bonds then Outstanding shall have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers herein before granted or to institute such action, suit or proceeding in its own name, nor unless also they have offered to the Trustee indemnity as provided in Section 10.1(1), nor unless the Trustee shall thereafter fail or refuse to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding in its own name for sixty (60) days after such notification, request and offer of indemnification; and such notification, request and offer of indemnity are hereby declared in every case at the option of the Trustee to be conditions precedent to the execution of the powers and trusts ofthis Indenture, and to any action or cause of action for the enforcement ofthis Indenture, the agreement or the Note, or for the appointment of a receiver or for any other remedy hereunder or thereunder; it being understood and intended that not one (1) or more owners ofthe Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice the lien ofthis Indenture by its, his or their action or to enforce any right hereunder or thereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal and ratable benefit of the owners of all Bonds then Outstanding. Nothing contained in this Indenture, however, shall affect or impair the right ofany Registered Owner to enforce the pajonent of the principal of, premium, if any, and interest on any Bond at and after the maturity thereof, or the obligation ofthe City to pay the principal of, premium, if any, and interest on each of the Bonds issued hereunder to the respective owners thereof on the date, at the place, from the source and in the manner in the Bonds expressed, or the pajonent ofthe purchase price ofany Bond which is due and payable, subject to the rights ofthe Bank as set forth in Section 9.4 hereoL

Section 9,10 Termination Of Proceedings.

If the Trustee shall have proceeded to enforce any right under this Indenture by 10/2/2002 REPORTS OF COMMITTEES 93989

the appointment of a receiver or otherwise, and such proceeding shaU have been discontinued or abandoned for any reason, or shall have been detemiined adversely, then and in every such case the City, the Trustee and the Registered Owners shall be restored to their former positions and rights hereunder respectively with regard to the property subject to this Indenture, and all rights, remedies and powers ofthe Trustee shall continue as if no such proceeding had been taken.

Section 9.11 Waivers Of Events Of Default.

The Trustee may at its discretion waive any Event of Default hereunder and its consequences, other than any Event ofDefault under Sections 9.1(d) or (e) hereof, the waiver ofwhich shall require the prior written consent ofthe Bank provided that the Bank shall not have failed to honor a properly presented and conforming drawdng under the Letter of Credit, and rescind any declaration of acceleration of principal, and shall do so upon the written request of the owners of (1) a majority in aggregate principal amount ofali the Bonds then Outstanding in respect ofwhich default in the payment of principal or interest, or both, exists, or in respect ofwhich a default in the payment ofthe purchase price exists, or (2) a majority in aggregate principal amount of all Bonds then Outstanding in the case of any other default; provided that there shall not be waived (a) any default in the pajonent of the principal of or premium, if any, on any Outstanding Bonds at the date of maturity specified therein or redemption prior to maturity, or (b) any default in the pajonent when due ofthe interest on any such Bonds, or (c) any default in the payment when due ofthe purchase price ofany such Bonds tendered or deemed to be tendered for purchase under Section 4.1 or Section 4.2 hereof unless prior to such waiver or rescission, all arrears of principal or interest, or both, with interest, to the extent permitted by law, as in the Bonds provided on overdue installments or all arrears of payments of such purchase price, as the case may be, and all expenses of the Trustee, in connection with such default shall have been paid or provided for; provided that if the Trustee shall have made a drawdng under the Letter of Credit in connection with any such Event ofDefault to be so waived, no such waiver shall be effective until the Trustee receives written evidence from the Bank that it has rescinded its notice ofan event of default under the Reimbursement Agreement and that the Letter of Credit shall have been reinstated to an amount equal to the outstanding principal amount of the Bonds plus interest thereon for the sum of (i) an amount that provides Adequate Interest Coverage, plus (ii) if the interest component ofthe Letter of Credit does not automatically and immediately reinstate after a drawing to pay interest on the Bonds, the sum of (A) six (6) days, plus (B) the maximum number of calendar days the Bank is allowed pursuant to the provisions of the Letter of Credit to reinstate the Letter of Credit after a drawing thereon for interest on the Bonds, at the Cap Rate; and in case ofany such waiver or rescission, or in case any proceeding taken by the Trustee on account ofany such default shall have been discontinued or abandoned or determined adversely, then and in every such case the City, the Trustee and the Registered Owners shall be restored to their former positions and rights hereunder, respectively, but no such waiver or 93990 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

rescission shall extend to any subsequent or other default, or impair any right consequent thereon; provided further, that a waiver ofany "Event ofDefault" under the Reimbursement Agreement by the Bank and a rescission and annulment of its consequences by the Bank and (if the Event of Default hereunder is the event described in Section 9.1(d) or Section 9.1(e) hereof), a reinstatement ofthe Letter of Credit shall, upon written notice, delivered to the Trustee from the Bank of such waiver, rescission, annulment and reinstatement, constitute a waiver of the corresponding Event of Default hereunder and a rescission and annulment of the consequences thereof.

Section 9.12 Notice Of Defaults Under Section 9.1(f); Opportunity Of The City And The Borrower To Cure Such Defaults.

Anjthing herein to the contrary notwithstanding, no default under Section 9.1(f) hereof shall constitute an Event of Default hereunder until notice of such default by registered or certified mail, return receipt requested, shall be given to the City, the Bonower, the Bank and the Remarketing Agent by the Trustee or to the City, the Borrower, the Trustee, the Tender Agent, the Bank and the Remarketing Agent by the owners ofnot less than a majority in aggregate principal amount ofali Bonds then Outstanding, which notice shall specify such default, request that said default be remedied and state that such notice is a "Notice of Default" hereunder, and the City and the Borrower shall have had ninety (90) days after receipt of such notice to correct said default or cause said default to be conected, and shall not have corrected said default or caused said default to be corrected within the applicable period.

With regard to any default concerning which notice is given to the City, the Borrower, the Bank and the Remarketing Agent under the provisions of this Section 9.12, the City hereby grants the Borrower full authority for the account of the City to perform any covenant or obligation alleged in said notice to constitute a default, in the name and stead of the City with full power to do any and all lawful things and acts to the same extent that the City could do and perform any such things and acts and with power of substitution.

Section 9.13 Remedies Not Exclusive.

No remedy herein conferred is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. 10/2/2002 REPORTS OF COMMITTEES 93991

Article X.

Trustee, Bond Registrar, Tender Agent And Remarketing Agent.

Section 10.1 Acceptance Of Trusts.

The Trustee and the Bond Registrar hereby accept the respective trusts imposed upon them by this Indenture and agree to perform said trusts and all ministerial duties and obligations ofthe City under the agreement and this Indenture, but only upon and subject to the following express terms and conditions:

(a) The Trustee, prior to the occurrence ofan Event ofDefault and after any and all Events of Default which may have occuned hereunder have been cured by the appropriate party, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred hereunder (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(b) The Trustee and the Bond Registrar may execute any ofthe trusts or powers hereof and perfonn any of their respective duties by or through attorneys, agents, receivers or employees, but shall, in the case of attorneys, agents, receivers or employees, not be answerable for the conduct of the same if appointed by the Trustee or the Bond Registrar in good faith and without negligence, and shall be entitled to advice of counsel concerning its duties hereunder and thereunder, and the advice ofsuch counsel shall be full and complete authorization and protection in respect ofany action taken, suffered or omitted by it hereunder or thereunder in good faith in reliance thereon, and may in all cases pay such reasonable compensation to all such attorneys, agents and receivers as may reasonably be employed in connection with the trusts hereof or thereof.

(c) The Trustee and the Bond Registrar shall not be responsible for any recital herein or in the Bonds (except with respect to the certificate ofthe Authenticating Agent endorsed on the Bonds and the legend required by Section 2.2 hereof), or for the validity of the execution by the City of this Indenture or any supplemental indentures hereto, or of any instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby. In purchasing Bonds hereunder, the Tender Agent shall be acting as a conduit and shall not be purchasing Bonds for its own account. No provision ofthis Indenture shall require the Tender Agent to expend or risk its own funds. 93992 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

(d) The Trustee and the Bond Registrar shall not be accountable for the use of the proceeds ofany Bonds authenticated or delivered hereunder. The Trustee or the Bond Registrar may become the owner of Bonds secured hereby with the same rights which it would have if it were not the Trustee or the Bond Registrar.

(e) The Trustee and the Bond Registrar shall be protected in acting upon any requisition, notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee and the Bond Registrar pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner ofany Bond, shall be conclusive and binding upon such owner and all future owoiers of the same Bond and upon Bonds issued in exchange therefor or in place thereof or on registration of transfer thereof

(f) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee and the Bond Registrar shall be entitled to rely upon a certificate signed by a member or an authorized officer ofthe City or an Authorized Borrower Representative under the agreement as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which the Trustee has been notified as provided in Section 10.1(h) hereof, or ofwhich by Section 10.1(h) it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed by it to be necessary or advisable, but shall in no case be bound to secure the same. The Trustee and the Bond Registrar may accept a certificate ofan officer ofthe City under the seal ofthe City to the effect that an authorization in the form therein set forth has been adopted by the City as conclusive evidence that such authorization has been duly adopted, and is in full force and effect.

(g) The permissive right of the Trustee and the Bond Registrar to do things enumerated in this Indenture shall not be construed as a duty and neither the Trustee nor the Bond Registrar shall be answerable for other than their negligence or willful misconduct.

(h) The Trustee shall not be required to take notice or be deemed to have notice ofany default hereunder except failure by the City to cause to be made any ofthe payments to the Trustee required to be made by Article V hereof, unless the Trustee shall be specifically notified in writing of such default by the City, the Bank or by the owners of at least a majority in aggregate principal amount of Bonds then Outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the address of the Trustee specified herein for receipt of notices (unless otherwise provided in the Bonds and this Indenture), and in the absence of such 10/2/2002 REPORTS OF COMMITTEES 93993

notice so delivered the Trustee may conclusively assume there is no default except as aforesaid.

(i) At any and all reasonable times and after reasonable notice has been provided, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the City pertaining to the Project and the Bonds.

(j) The Trustee and the Bond Registrar shall not be required to give any bond or surety in respect ofthe execution of said trusts and powers or otherwdse in respect of the premises.

(k) Notwithstanding anything elsewhere in this Indenture and the agreement with respect to the authentication ofany Bonds, the withdrawal ofany cash, the release of any property, or any action whatsoever within the purview of this Indenture and the agreement and the Note, the Trustee or the Bond Registrar shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals or other information or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action, by the Trustee or the Bond Registrar deemed desirable for the purpose of establishing the right of the City to the authentication of any Bonds, the wdthdrawal of any cash, or the taking of any other action by the Trustee.

(1) Before taking any action hereunder, the Trustee may require that a satisfactory indemnity bond be furnished by such owners for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its failure to comply with the standard of care prescribed by Section 10.1(a) hereof in the case of actions referred to in Section 9.2 hereof, and, in the case of an action referred to in Section 10.4 hereof, liability which is adjudicated to have resulted from its negligence or wdllful misconduct. Notwithstanding anything contained herein to the contrary, the Trustee is required to draw on the Letter of Credit pursuant to its terms and without indemnification from any party.

Section 10.2 Fees, Charges, Indemnities And Expenses Of The Trustee, The Bond Registrar And The City.

The Trustee, the Bond Registrar and the City shall be entitled to pajonent and reimbursement for reasonable fees for their respective services rendered hereunder and all advances, counsel fees and other expenses reasonably made or incurred by the Trustee, the Bond Registrar and the City in connection with such services and in connection with entering into this Indenture, including any such fees and expenses incurred in connection with action taken under Article IX hereof. The Trustee, the Bond Registrar and the City shall also be entitled to pajonent of their 93994 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

reasonable fees, charges and expenses in the event that provision for the pajonent of the Bonds is made pursuant to Article VIII hereof. The Trustee shall have a first lien for the foregoing fees, charges and expenses with the right to enforce such lien for payment prior to payment on account of principal of, premium, if any, and interest on any Bond upon the Trust Estate (other than monies derived from a drawdng under the Letter of Credit or held for the payment of particular Bonds whether or not such payment is then due and owing) for the foregoing fees, charges and expenses incurred by it. The Trustee shall have no such lien for such fees, charges and expenses on monies in the Bond Purchase Fund or otherwise held hereunder for the pajonent of the purchase price of Bonds tendered or deemed to be tendered to the Trustee for purchase. Notwithstanding anjrthing herein to the contrary, including the failure to pay fees and expenses, the Trustee shall at all times be required to (i) pay, to the extent monies are on deposit under this Indenture and available therefor, principal of, premium, if any, and interest on the Bonds when due at maturity, upon redemption prior to maturity, acceleration or otherwise, (ii) to make drawings under the Letter of Credit, when required to do so by the terms ofthis Indenture, and (iii) to accelerate pajonent ofthe principal ofand interest on the Bonds when required to do so by the terms ofthis Indenture.

Section 10.3 Notice To Bondholders If Default Occurs.

If a default occurs ofwhich the Trustee is by Section 10.1(h) hereof required to take notice or if notice of default be given as therein provided, then the Trustee shall promptly give written notice thereof to the Bond Registrar, the Bank, the Remarketing Agent, the Borrower and the Tender Agent, and the Bond Registrar shall promptly give written notice thereof by first class mail, postage prepaid, to the owner ofeach Bond as shown by the list of Registered Owners required by the terms of Section 5.8 hereof to be kept at the office ofthe Trustee.

Section 10.4 Intervention By The Trustee.

In any judicial proceeding to which the City is a party which, in the opinion ofthe Trustee and its counsel, has a substantial bearing on the interests of the owoiers from time to time of the Bonds, the Trustee may intervene on behalf of Registered Owoiers and shall do so if requested in writing by the owners of at least a majority of the aggregate principal amount of Bonds then Outstanding.

Section 10.5 Successor Trustee, Bond Registrar Or Tender Agent.

Any corporation or association into which the Trustee, Bond Registrar or Tender Agent may be converted or merged, or with which be consolidated, or to which any one of them may sell or transfer its corporate trust business as a whole or substantially as a whole, or any corporation or association resulting from any such 10/2/2002 REPORTS OF COMMITTEES 93995

conversion, merger or consolidation to which any one of them is a party, shall be and become successor Trustee, Bond Registrar or Tender Agent hereunder and vested wdth all ofthe title to the Trust Estate and all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, wdthout the execution or filing of any instrument or any further act, deed or conveyance on the part ofany ofthe parties hereto, anjthing herein to the contrary notwithstanding. Any such successor Trustee, Bond Register or Tender Agent shall give notice thereof to the City, the Borrower, the Bank and the Remarketing Agent.

Section 10.6 Resignation By The Trustee, Bond Registrar Or Tender Agent.

The Trustee, Bond Registrar or Tender Agent and any successor Trustee, Bond Registrar or Tender Agent may at any time resign from the trusts hereby created by giving thirty (30) days written notice by first class mail, postage prepaid, to the City, the Borrower, the Bank, the Remarketing Agent and the owner pf each Bond as shown by the list of Registered Owners required by Section 5.6 hereof to be kept by the Bond Registrar, provided that such resignation shall only take effect when a successor Trustee, successor Bond Registrar or successor Tender Agent, as the case may be, has been appointed pursuant to Section 10.8.

Section 10.7 Removal Of The Trustee, Bond Registiar Or Tender Agent.

The Trustee, Bond Registrar or Tender Agent may be removed at any time (subject to the appointment of a successor Trustee, successor Bond Registrar or successor Tender Agent, as the case may be, pursuant to Section 10.8 hereof), by (i) the City, at the woitten request of the Borrower, delivered to the Trustee, to the Bond Registrar, to the Tender Agent, to the City, to the Bank and to the Remarketing Agent, and (ii) an instrument or concurrent instruments in writing delivered to the Trustee, to the Bond Registrar, to the Tender Agent, to the City, to the Borrower, to the Bank and to the Remarketing Agent, and signed by the owners of a majority in aggregate principal ainount of Bonds then Outstanding provided that no such removal shall take effect until a successor Trustee, successor Bond Registrar or successor Tender Agent, as the case may be, has been appointed pursuant to Section 10.8.

Section 10.8 Appointment Of Successor Trustee, Bond Registrar Or Tender Agent By Bondholders Or City.

If the Trustee, Bond Registrar or Tender Agent hereunder shall give notice of resignation or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public office or offices, or of a receiver appointed by a court, a successor may with the prior written consent of the Borrower (to the 93996 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

extent that no "Event of Default" shall have occurred and be continuing under the Agreement) be appointed by the owners of a majority in aggregate principal amount of Bonds then Outstanding, by an instrument or concurrent instruments in writing signed by such owners, or by their duly authorized attorneys in fact, a copy of which shall be delivered personally or sent by first class mail, postage prepaid, to the City, the retiring Trustee, the successor Trustee, the Bond Registrar or successor Bond Registrar, the Tender Agent or successor Tender Agent, the Borrower, the Bank and the Remarketing Agent. Pending such appointment by the Bondholders, the City may, wdth the prior written consent of the Borrower (to the extent that no "Event of Default" shall have occurred and be continuing under the agreeinent) appoint a temporary successor Trustee, Bond Registrar or Tender Agent by an instrument in writing signed by an authorized officer of the City, a copy of which shall be delivered personally or sent by first class mail, postage prepaid, to the retiring Trustee, the successor Trustee, the Bond Registrar or successor Bond Registrar, the Tender Agent or successor Tender Agent, the Borrower, the Bank and the Remarketing Agent. If the City fails to act pursuant to the previous sentence, the Bonower may (to the extent no "Event of Default" shall have occurred and be continuing under the Agreement) appoint a temporary successor Trustee, Bond Registrar or Tender Agent by an instrument in writing signed by an authorized officer ofthe Borrower, a copy ofwhich shall be delivered personally or sent by first class mail, postage prepaid, to the City, the retiring Trustee, the successor Trustee, the Bond Registrar or successor Bond Registrar, the Tender Agent or successor Tender Agent, the City, the Bank and the Remarketing Agent. If the Registered Owners and the City or Borrower fail to so appoint a successor Trustee, Bond Registrar or Tender Agent hereunder within forty-five (45) days after the Trustee, Bond Registrar or Tender Agent has given notice of its resignation, has been removed, has been dissolved, has otherwdse become incapable of acting hereunder or has been taken under control by a public officer or receiver, the Trustee, Bond Registrar or Tender Agent shall have the right to petition a court of competent jurisdiction to appoint a successor hereunder. Every such Trustee, Bond Registrar or Tender Agent appointed pursuant to the provisions ofthis Section 10.8 shall be a trust Borrower or bank in good standing in the state ofits incorporation and have (or be affiliated wdth an entity that has) a reported capital and surplus of not less than Fifty MiUion Dollars ($50,000,000) if there be such an institution willing, qualified and able to accept the trust upon customary terms. Notwithstanding any ofthe provisions ofthis Article X to the contrary concerning the resignation or removal of the Trustee or the appointment of a successor Trustee, no such resignation, removal or appointment shall be effective until the Bank shall have issued and delivered to the successor Trustee (i) a substitute Letter of Credit in substantially the same form as the existing Letter of Credit, but in favor of the successor Trustee, whereupon the retiring Trustee shall simultaneously return the Letter of Credit then held by it to the Bank for cancellation, or (ii) an amendment to the existing Letter of Credit, evidencing transfer thereof in all respects to the successor Trustee, to the extent permitted by law and by the terms of the Letter of Credit. 10/2/2002 REPORTS OF COMMITTEES 93997

Section 10.9 Concerning Any Successor Trustee.

Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the City an instrument in writing accepting such appointment hereunder and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of the City, or of its successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor hereunder, and every predecessor Trustee shall deliver all securities and monies held by it as Trustee hereunder or thereunder to its successor. Should any instrument in writing from the City be required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby or thereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the City. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder and thereunder, together with all other instruments provided for in this Article X, shall be filed or recorded by the successor Trustee in each recording office where the Indenture shall have been filed or recorded.

Section 10.10 Appointment Of Successor Trustee.

It is the purpose ofthis Indenture that there shall be no violation ofany law ofany jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, the agreement, the Note or the Letter of Credit, and in particular in case of the enforcement ofany of them on default, or in case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies granted herein or in the agreement or the Note to the Trustee or hold title to the properties, in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint, with the consent ofthe Borrower (to the extent that no "Event of Default" shall have occurred and be continuing under the agreement) and the Bank, an additional individual or institution as a separate trustee or co-trustee. The followdng provisions ofthis Section 10.10 are adapted to these ends.

Ifthe Trustee appoints an additional individual or institution as a separate trustee or co-trustee, in the event of the incapacity or lack of authority of the Trustee, by reason ofany present or future law of any jurisdiction, to exercise any ofthe rights, powers, trusts and remedies herein granted to the Trustee or to hold title to the Trust Estate or to take any other action which may be necessary or desirable in 93998 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

connection there with, each and every remedy, power, right, obligation, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be imposed upon, exercised by or voted in or conveyed to the Trustee with respect thereto shall be imposed upon, exercisable by and vest in such separate trustee or co-trustee, but only to the extent necessaiy to enable such separate trustee or co-trustee to exercise such powers, rights, trusts and remedies, and every covenant and obligation necessaiy to the exercise thereof by such separate trustee or co-trustee shall run to and be enforceable by either of them. Such separate trustee or co-trustee shall deliver an instrument in writing acknowledging and accepting its appointment hereunder to the City, the Trustee, the Borrower, the Bank and the Remarketing Agent.

Should any instrument in writing from the City be required by the separate trustee or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the City. If the City shall fail to deliver the same within fifteen (15) days ofsuch request, the Trustee is hereby appointed attorney-in- fact for the City to execute, acknowledge and deliver such instruments in the City's name and stead. In case any separate trustee or co-trustee, or a successor to either, shall die, become incapable of acting, resign or be removed, all the states, properties, rights, powers, trusts, duties and obligations of such separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co-trustee.

Section 10.11 Appointment Of A Remarketing Agent.

The City and the Borrower shall, with the consent of the Bank, which consent shall not be unreasonably withheld, appoint the Remarketing Agent, subject to the conditions hereinafter set forth, and the Remarketing Agent shall act as the agent of the City in determining the Variable Rate and the Fixed Rate pursuant to Section 2.2 hereof, and shall act as the agent ofthe Borrower in connection with the remarketing of the Bonds pursuant to Section 4.3 hereof. is hereby appointed the initial Remarketing Agent. The Remarketing Agent shall designate to the Trustee its principal office and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the City, the Borrower, the Trustee and the Bank (which written instrument may be the Remarketing Agreement), under which the Remarketing Agent will agree to fulfill its duties and obligations set forth in this Indenture and keep such books and records with respect to its duties as Remarketing Agent as shall be consistent with prudent industry practice and to 10/2/2002 REPORTS OF COMMITTEES 93999

make such books and records available for inspection by the Trustee, the City, the Bonower and the Bank at all reasonable times.

The Remarketing Agent shall be a member ofthe National Association of Securities Dealers, Inc., or a commercial bank chartered under the laws ofthe United States of America or any state thereof, having a capitalization of at least Fifty Million Dollars ($50,000,000) and authorized by law to perform all the duties imposed upon it by this Indenture. The Remarketing Agent may at any time resign and be discharged ofthe duties and obligations created by this Indenture by giving at least sixty (60) days written notice to the City, the Borrower, the Bank and the Trustee. The Remarketing Agent may be removed at any time by the Borrower by an instrument filed with the Remarketing Agent and the Trustee. Upon any such resignation or removal the Borrower shall, with the consent of the Bank (which consent shall not be unreasonably withheld), appoint a successor Remarketing Agent by an instrument filed by the Borrower and the Bank with the City, the Remarketing Agent and the Trustee.

Section 10.12 Bond Registrar, Authenticating Agent, Paying Agent And Tender Agent.

is hereby appointed as and agrees to act as Bond Registrar, Pajdng Agent, Authenticating Agent and Tender Agent for and in respect of the Bonds. shall execute an instrument whereby it acknowledges and accepts its duties as Bond Registrar, Authenticating Agent, Pajdng Agent and Tender Agent hereunder.

Section 10.13 Notices To Rating Agencies.

The Trustee shall provide Moody's or S86P, as appropriate, with prompt written notice following the effective date of such event of (i) the appointment of any successor Trustee, Remarketing Agent or Tender Agent, or any agent appointed by the Trustee to perfomi a material duty, (ii) the delivery of a substitute Letter of Credit, (iii) any material amendments to this Indenture, the Agreement, the Letter of Credit or any other document relating to this transaction to which the Trustee is a party or with respect to which the Trustee has received prior written notice, (iv) the expiration, termination or extension of any Letter of Credit, (v) the conversion of the interest rate bome by the Bonds from the Weekly Rate to the Flexible Rate, or (vi) the redemption in whole or the mandatory tender ofthe Bonds. The Trustee shall not be liable to any party for failing to provide any notice pursuant to this Section 10.13. 94000 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Article XI

Supplemental Indentures.

Section 11.1 Supplemental Indentures Not Requiring Consent Of Bondholders.

The City and the Trustee may, without consent of, or notice to, any of the Bondholders, enter into an indenture or indentures supplemental to this Indenture for any one (1) or more ofthe following purposes:

(a) to cure any ambiguity or fonnal defect or omission in this Indenture or to make any other change, provided that no such action in the judgment of the Trustee is to the prejudice of the Registered Owners;

(b) to grant to or confer upon the Trustee for the benefit ofthe Bondholders any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Bondholders or the Trustee;

(c) to provide for an Alternate Credit Facility pursuant to Section 5.9(e) of the Agreement and to make any other change necessary to facilitate the provision of the Altemate Credit Facility;

(d) to permit fully registered Bonds to be exchanged for coupon Bonds (which may be registrable as to principal only) upon receipt by the City, the Borrower and the Trustee of an opinion of Bond Counsel to the effect that the exchange of fully registered Bonds for Bonds in coupon form is permitted by applicable law and wdll not have an adverse effect on the exclusion ofthe interest on the Bonds from gross income of the owners thereof for purposes of federal income taxation;

(e) to make further provisions for a book-entry system of registration for the Bonds;

(f) to provide for the purchase of Bonds on the open market on behalf of the Borrower from funds derived through drawdngs under the Letter of Credit, provided that the Borrower provide the Trustee with an opinion of Bond Counsel to the effect that any such amendment is permitted by applicable law and will not have an adverse effect on the exclusion of the interest on the Bonds from gross income of the owners thereof for purposes of federal income taxation and will not have an adverse effect on the security provided to the OMOiers from time to time of the Bonds by this Indenture;

(g) to secure or maintain ratings from the Rating Agencies in both the highest short-term or commercial paper debt Rating Category and also in either of the two (2) highest long-term debt Rating Categories of the applicable Rating 10/2/2002 REPORTS OF COMMITTEES 94001

Agency or Agencies, which changes will not restrict, limit or reduce the obligation of the Bonower to pay the principal of and premium, if any, and interest on the Bonds or otherwdse materially adversely affect the Registered Owners under this Indenture, but only ifthere shall be supplied to the Borrower, the City, the Bank, the Trustee and the Remarketing Agent an opinion of Bond Counsel stating that the proposed modification or amendment will not adversely affect the exclusion ofthe interest on the Bonds from gross income ofthe owners thereof for purposes of federal income taxation; or

(h) to make any other change which in the sole determination of the Trustee does not materially adversely affect the owners; in making such determination the Trustee may rely on the opinion of such counsel as it may select, but only ifthere shall be supplied to the Borrower, the City, the Bank, the Trustee and the Remarketing Agent an opinion of Bond Counsel stating that the proposed modification or amendment will not adversely affect the exclusion ofthe interest on the Bonds from gross income of the owners thereof for purposes of federal income taxation.

Upon the execution of such supplemental indenture as in this Section 11.1 permitted and provided, this Indenture shall be deemed to be modified and amended in accordance therewith.

Section 11.2 Supplemental Indentures Requiring Consent, Of Bondholders.

Exclusive of supplemental indentures covered by Section 11.1 hereof and subject to the terms and provisions contained in this Section 11.2, and not otherwdse, the owners ofnot less than a majority in aggregate principal amount ofthe Bonds then Outstanding shall have the right, from time to time, anjd:hing contained in this Indenture to the contrary notwdthstanding, to consent to and approve the execution by the City and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the City for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any ofthe terms or provisions contained in this Indenture or in any supplemental indenture; provided that nothing in this Section 11.2 or in Section 11.1 hereof contained shall permit, or be construed as permitting, without the consent of the owners of one hundred percent (100%) in aggregate principal amount of the Bonds then Outstanding, (a) an extension ofthe maturity (or mandatory redemption date) ofthe principal of, premium, ifany, or the interest on, any Bond issued hereunder, or (b) a reduction in the principal amount of, or redemption premium on, or the Weekly Rate or the Flexible Rate borne by any Bond issued hereunder, except as provided in Section 2.2 hereof, or a change in the method of calculating the Weekly Rate or the Flexible Rate, or (c) a change of any date upon which any Bond may be purchased in accordance with the terms thereof and the provisions of Sections 4.1 and 4.2 ofthis Indenture, or (d) a privilege or priority ofany Bond or Bonds over any 94002 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

other Bond or Bonds, or (e) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental indenture or for consent to any amendment, change or modification to the Agreement as provided in Section 12.2 hereof, or (f) the creation of any lien ranking prior to or on a parity with the lien of this Indenture on the Trust Estate or any part thereof, except as hereinbefore expressly permitted, or (g) the deprivation of the owner of any Bond then outstanding ofthe lien hereby created on the Trust Estate.

If at any time the City shall request the Trustee to enter into any such supplemental indenture for any ofthe purposes ofthis Section 11.2, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be mailed by first class mail, postage prepaid, to the owner ofeach Bond then Outstanding as showoi by the list of Registered Owoiers required by the terms of Section 5.8 hereof to be kept at the office ofthe Trustee. Such notice shall briefly set forth the nature ofthe proposed supplemental indenture and shall state that copies thereof are on file at the New York, New York office of the Trustee for inspection by all Registered Owners. If, within sixty (60) days or such longer period as shall be prescribed by the City following the mailing of such notice, the owners ofnot less than a majority or one hundred percent (100%), as the case may be, in aggregate principal amount of the Bonds then Outstanding shall have consented to and approved the execution thereof as herein provided, no owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the City from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section 11.2 permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith.

Section 11.3 Consent Of Borrower And Bank.

Anjd;hing herein to the contrary notwithstanding, a supplemental indenture under this Article XI shall not become effective unless and until the Borrower (to the extent that no "Event of Default" shall have occurred and be continuing under the Agreement) and the Bank (provided that the Bank shall not have failed to honor a properly presented and conforming drawing under the Letter of Credit) shall have consented in writing to the execution and delivery ofsuch supplemental indenture. In this regard, the Trustee shall cause notice ofthe proposed execution ofany such supplemental indenture, together with a copy of the proposed supplemental indenture, to be given by first class mail, postage prepaid, to the Borrower and the Bank at least fifteen (15) days prior to the proposed date of execution and delivery of any such supplemental indenture. The Borrower shall be deemed to have consented to the execution and delivery of any such supplemental indenture if the Trustee does not receive a letter of protest or objection thereto signed by or on behalfofthe Borrower, as the case may be, on or before 4:30 P.M., local time, at the 10/2/2002 REPORTS OF COMMITTEES 94003

New York, New York office ofthe Trustee, on the fifteenth (15*^) day after the mailing of said notice. Prior to the execution of any supplemental indenture which affects the duties of the Bond Registrar hereunder, consent must be obtained from the Bond Registrar.

Section 11.4 Notices To Remarketing Agent.

The Trustee shall give written notice to the Remarketing Agent at the direction of the Borrower of any supplement or amendment to the Indenture, together with a copy of such supplement or amendment, entered into pursuant to this Article XI; provided, that the Trustee shall not be responsible for or incur any additional liability for failing to give such notice.

Article xn.

Amendment Of Agreement And Note.

Section 12.1 Amendments, Et Cetera, To Agreement And Note Not Requiring Consent Of Bondholders.

The City and the Trustee may, without the consent of or notice to the Registered Owners, consent to any amendment, change or modification of the Agreement (including an assignment thereof) and the (sub)exhibits thereto and the Note as may be required (i) by the provisions of the Agreement or this Indenture; (ii) for the purpose of curing any ambiguity or fonnal defect or omission or in connection wdth any other change therein, provided, that any such action in the judgment of the Trustee will not materially adversely affect the Registered Owners; (iii) to provide for an Alternate Credit Facility pursuant to Section 5.9(e) ofthe Agreement and to make any other change necessary to facilitate the provision of the Alternate Credit Facility; (iv) to secure or maintain ratings from the Rating Agencies in both the highest short-term or commercial paper debt Rating Category and also in either of the two (2) highest long-term debt Rating Categories of the applicable Rating Agency or Agencies; (v) to provide for the purchase of Bonds on the open market on behalf of the Borrower from funds derived through drawings under the Letter of Credit; and (vi) to make any other change which in the sole determination ofthe Trustee does not materially adversely affect the Registered Owners; in making such detennination the Trustee may rely on the opinion of such counsel as it may select. With respect to any such amendment the Borrower must provide the Trustee with an opinion of Bond Counsel to the effect that any such amendment is 94004 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

perinitted by applicable law and wdll not have an adverse effect on the exclusion of the interest on the Bonds from gross income of the owners thereof for purposes of federal income taxation.

Section 12.2 Amendments, Et Cetera, To Agreement And Note Requiring Consent Of Bondholders.

Except for the amendments, changes or modifications as provided in Section 12.1 hereof, the City and the Trustee shall not consent to any other amendment, change or modification of the Agreement or the Note without the giving of notice and the written approval or consent of the owoiers of not less than a majority in aggregate principal amount of the Bonds then Outstanding given as in this Section 12.2; provided that nothing in this Section 12.2 or in Section 12.1 hereof contained shall permit or be construed as permitting, wdthout the consent of the owners of one hundred percent (100%) in aggregate principal amount of the Bonds then Outstanding, (a) an extension of time for the pajonent of an amount due pursuant to Section 4.2(a) or 4.2(e) ofthe Agreement; (b) a reduction in the total amount due pursuant to Section 4.2(a) or 4.2(e) of the Agreement and on the Note; or (c) a reduction in the aggregate principal amount of the Bonds required for consent to such amendment, change or modification of the Agreement and the Note. With respect to any such amendment the Borrower must provide the Trustee wdth an opinion of Bond Counsel to the effect that any such amendment is permitted by applicable law and will not have an adverse effect on the exclusion of the interest on the Bonds from gross income of the owoiers thereof for purposes of federal income taxation. If at any time the City and the Borrower shall request the consent, of the Trustee to any such proposed amendment, change or modification of the Agreement or the Note, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change or modification to be given in the same manner as provided by Section 11.2 hereof with respect to supplemental indentures. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies ofthe instrument embodjdng the same are on file at the New York, New York office of the Trustee for inspection by all owners.

Section 12.3 Consent Of Bank.

Anything herein to the contrary notwithstanding, any amendment, change or modification of the Agreement or the Note under this Article XII shall not become effective unless and until the Bank, provided that the Bank shall not have failed to honor a properly presented and conforming drawdng under the Letter of Credit, shall have consented in writing to the execution and delivery ofsuch amendment, change or modification. In this regard, the City shall cause the Trustee to give notice ofthe proposed execution ofany such amendment, change or modification, together with a copy ofthe proposed amendment, change or modification, to be given by first class 10/2/2002 REPORTS OF COMMITTEES 94005

mail, postage prepaid, to the Bank at least fifteen (15) days prior to the proposed date of execution and delivery of any such amendment, change or modification.

Section 12.4 Notice To Remarketing Agent.

The Trustee shall give written notice to the Remarketing Agent at the direction of the Borrower of any amendment or supplement to the Agreement or the Note, together with a copy of such amendment or supplement, entered into pursuant to this Article XII; provided, that the Trustee shall not be responsible for or incur any additional liability for failing to give such notice.

Ariicle xm.

Amendment And Substitution Of Letter Of Credit.

Section 13.1 Amendment Of Letter Of Credit.

The Trustee may, without the consent of or notice to the owners of the Bonds, consent to any amendment, change or modification of the Letter of Credit or the (sub)exhibits thereto as may be required (i) for the purpose of curing any ambiguity or formal defect or omission; (ii) to obtain a credit rating on the Bonds from a Rating Agency; (iii) to effect a transfer thereof to a successor Trustee; (iv) to effect an extension of the terms thereof; (v) to effect a reduction or reinstatement thereof in accordance with its terms; or (vi) in connection with any other change which, in the judgment ofthe Trustee, does not adversely affect the interests ofthe owners ofthe Bonds; provided that the Trustee shall not consent to any other change, modification or amendment to the Letter of Credit without notice to and the written consent or approval ofthe owoiers ofnot less than one hundred percent (100%) in aggregate principal amount ofthe Bonds then Outstanding. The Trustee shall give written notice to the Remarketing Agent at the direction of the Borrower of any amendment or supplement to the Letter of Credit, together with a copy of such amendment or supplement, entered into pursuant to this Article XIII; provided that the Trustee shall not be responsible for or incur any additional liability for failing to give such notice. The consent ofthe City under this Section 13.1 shall not be unreasonably wdthheld.

Section 13.2 Substitute Letters Of Credit.

The parties hereto acknowledge that the Borrower may, at its option, deliver substitute Letters of Credit to the Trustee in accordance wdth the provisions of 94006 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Section 5.7 of the Agreement. Upon receipt by the Trustee from the Borrower of notice that the Borrower intends to deliver a substitute Letter of Credit, the Trustee shall promptly notify the Bond Registrar thereof, whereupon the Bond Registrar shall give notice of the proposed substitution to the City and the Bondholders, in the same manner provided in Section 4.2 for the giving of notices of mandatoiy tender, not less than ten (10) business days prior to the expected date of receipt of said substitute Letter of Credit. Such notice shall be prepared by the Trustee and submitted to the Bond Registrar, and shall (i) identify the Bank which is to issue the substitute Letter of Credit, (ii) describe the term, principal amount and expected date of receipt of the proposed substitute Letter of Credit, and (iii) state that the City's and the Trustee's acceptance of the proposed Letter of Credit wdll be contingent upon fulfillment ofthe requirements ofSection 5.7(c) ofthe Agreement.

Ariicle XIV.

Miscellaneous.

Section 14.1 Consents, Et Cetera, Of Bondholders.

Any consent, request, direction, approval, objection or other instrument required by this Indenture to be signed and executed by the owners may be in any number of concurrent documents and may be executed by such owners in person or by agent appointed in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or ofthe writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken by it under such request or other instrument, namely:

(a) The fact and date of the execution by any person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgment within such jurisdiction that the person signing such Mo-iting acknowledged before him the execution thereof, or by an affidavit of any witness to such execution, or in any manner satisfactory to the Trustee.

(b) The fact of ownership of Bonds and the amount or amounts, numbers and other identification of such Bonds, and the date of owning the same shall be proved by the registration books ofthe City maintained by the Trustee pursuant to Section 2.8 hereof.

In determining whether the owners of the requisite principal amount of Bonds 10/2/2002 REPORTS OF COMMITTEES 94007

Outstanding have given any request, demand, authorization, direction, notice, consent or waiver under this Indenture, Bonds owned by the Bonower or any person related to the Bonower shall be disregarded and deemed not to be Outstanding under this Indenture, except that in detennining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing. Bonds so owoied which have been pledged in good faith shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction ofthe Trustee the pledgee's right so to act wdth respect to such Bonds and that the pledgee is not the Borrower.

Notwithstanding the foregoing paragraph. Bonds owned by the Borrower or any person related to the Bonower shall be deemed to be Outstanding under the Indenture if all the Bonds Outstanding at the time are owoied by the Borrower; provided that in such event the Borrower may not consent to any supplement to this Indenture that would adversely affect the validity ofthe Bonds or the exclusion of the interest on the Bonds from gross income of the owoiers thereof for purposes of federal income taxation; and provided further, that if a supplement to this Indenture is executed at a time when the Borrower or any person related to the Borrower are the owners ofali the Outstanding Bonds, Bond Counsel shall render an opinion that the execution ofthe supplement to this Indenture does not have an adverse effect on the validity of the Bonds or the exemption of the interest thereon from gross income ofthe owners thereof for purposes of federal income taxation.

Section 14.2 Limitation Of Rights.

With the exception of rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Indenture or the Bonds is intended or shall be construed to give to any person or borrower other than the parties hereto, the Borrower, the Remarketing Agent, the Bank, the Bond Registrar and the owners of the Bonds, any legal or equitable right, remedy or claim under or with respect to this Indenture or any covenants, conditions and provisions therein contained, this Indenture and all ofthe covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and the Borrower, the Remarketing Agent, the Bank, the Bond Registrar and the owners from time to time of the Bonds as herein provided.

Section 14.3 Notices.

Unless otherwise specifically provided herein, all notices, certificates or other communications shall be sufficiently given and shall be deemed given when the same are (a) deposited in the United States mail and sent by first class mail, postage prepaid, or (b) delivered, in each case, to the parties at the addresses set forth below or at such other address as a party may designate by notice to the other parties: 94008 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

If To The City: City of Chicago Department of Housing 318 South Michigan Avenue Chicago, Illinois 60604 Attention: Commissioner, Departmentof Housing

with a copy to:

City of Chicago Office of the Corporation Counsel City Hall - Room 600 121 North LaSalle Street Chicago, lUinois 60602 Attention: Finance and Economic Development Division

City of Chicago Office of the City Comptroller 33 North LaSalle Street, Suite 600 Chicago, UUnois 60602 Attention: City Comptroller

If To The Borrower: Hyde Park Redevelopment Associates Limited Partnership In care of DRE, Inc. 800 South Milwaukee Avenue Suite 170 LibertyvUIe, lUinois 60048 Attention: Dennis Egidi

wdth a copy to:

Krasnow, Sanberg, Cornblath 86 Hobbs 500 North Dearborn Street Second Floor Chicago, Illinois 60610 Attention: Henry Krasnow

Newbanks Law Firm, L.L.C. 6934 Miami Avenue Suite 9 Cincinnati, Ohio 45243 Attention: Ronal Newbanks 10/2/2002 REPORTS OF COMMITTEES 94009

IfTo The Tmstee:

IfTo The Bank:

IfTo The Remarketing Agent:

Attention:

A duplicate copy of each notice, certificate or other communication given hereunder by either the City or the Borrower to the other shall also be given to the Trustee, the Remarketing Agent and the Bank.

Section 14.4 Payments Due On Non-Business Days.

In any case where the date of maturity of interest on or principal of the Bonds or the date fixed for redemption of any Bonds or the date for pajonent of the purchase price of any Bonds tendered or deemed to be tendered for purchase is not a business day, then pajonent of the principal, premium, if any, or interest or purchase price need not be made on such date, but may be made on the immediately following Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption or the date for payment of the purchase price, and no interest shall accrue for the period after such date. 94010 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Section 14.5 Action By Bonower.

Wherever it is herein or in the Agreement provided or permitted for any action to be taken by the Borrower, such action may be taken by an Authorized Borrower Representative as defined in the Agreement, unless the context clearly indicates otherwise.

Section 14.6 Counterparts.

This Indenture may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 14.7 Applicable Provisions Of Law.

This Indenture shall be governed by and construed in accordance wdth the laws ofthe State; provided that the rights, duties and immunities and standard of care of the Trustee and the Bond Registrar shall be governed by and construed in accordance with the laws ofthe state in which their respective applicable corporate trust offices are located.

Section 14.8 Captions.

The captions or headings in this Indenture are for convenience only and in no way define, limit or describe the scppe or intent of any provisions or sections of this Indenture.

Section 14.9 References To Bank And Letter Of Credit.

At any time while the Letter of Credit is not in effect and all amounts payable under the Reimbursement Agreement have been paid, all references herein to the Bank and the Letter of Credit shall be ineffective.

Section 14.10 Provisions For Pajonent Of Expenses.

The City shall not be obligated to execute any documents or take any other action under or pursuant to this Indenture, the Agreement or any other document in connection with the Bonds unless and until provision for the payment of expenses ofthe City shall have been made. Provisions for expenses shall be deemed to have been made upon arrangements reasonably satisfactory to the City for the provision of expenses being agreed upon by the City and the party requesting such execution. 10/2/2002 REPORTS OF COMMITTEES 94011

Section 14.11 Severability.

If any provision of this Indenture shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatsoever.

Section 14.12 Third Party Beneficiary.

The Trustee and the City acknowledge that so long as the Letter of Credit is in effect or any ainount remains payable under the Reimbursement Agreement, the Bank shall be an express third party beneficiary ofthe provisions ofthis Indenture, with the power to enforce the same.

In Witness Whereof, The City ofChicago and have caused this Trust Indenture to be executed in their respective names and attested by their duly authorized officers, all as of the day first above written.

City of Chicago

By: Chief Financial Officer

as Trustee, Paying Agent and Bond Registrar

By:

Its:

[Seal] 94012 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Attest:

By:

Its:

(Sub)Exhibits "A" and "B" referred to in this Trust Indenture read as follows:

(Sub)ExhibU "A". (To Tmst Indenture)

(Form Of Requisition Ceriificate)

Requisition Number.

Date

Requisition Ceriificate.

To: , As Tmstee Under The Series 2002 Tmst Indenture Dated As Of , 2002, Between City Of Chicago And The Tmstee, And Series 2002 Loan Agreement Dated As Of , 2002, Between The City And The Borrower.

The undersigned hereby requests that the following amounts be paid to the following payees for the followdng Costs of the Project as defined in the above- mentioned Loan Agreement:

Amount Payee And Address Description 10/2/2002 REPORTS OF COMMITTEES 94013

I hereby state and certify that: (i) the amounts requested are or were necessaiy and appropriate in connection with the acquisition, construction and equipping of the Project, have been properly incurred and are a proper charge against the Acquisition and Construction Fund, and have been paid, or are justly due to the persons whose names and addresses are stated above, and have not been the basis of any previous requisition from the Acquisition and Construction Fund, and that such amounts are costs which can be capitalized for federal income tax purposes to the extent required by Section 142 ofthe Internal Revenue Code of 1986, as amended, (ii) as ofthis date, except for the amounts specified above, there are no outstanding statements which are due and payable for labor, wages, materials, supplies or services in connection with the acquisition, purchase, construction and installation of said buildings and improvements which, if unpaid, might become the basis of a vendors', mechanics', laborers', materialmens', statutory or similar lien upon the Project or any part thereof; (iii) no part ofthe several amounts paid or due as stated above has been or is being made the basis for the wdthdrawal of any monies from the Acquisition and Construction Fund in any previous or pending application for pajonent made pursuant to the Loan Agreement; (iv) payment ofthis Requisition will not breach any limitation on disbursements contained in the Project Certificate (as defined in the Loan Agreement); (v) the amount remaining in the Acquisition and Construction Fund after pajonent ofthe amount(s) requested in this Requisition, the reasonable estimate of investment income thereon, plus funds of the Borrower available for such purpose will, after payment of the amount(s) requested hereby, be sufficient to pay the cost of completing the Project; (vi) the amount(s) requested hereby are "Costs" permitted by the Agreement and the Indenture; (vii) after taking into account the Costs proposed to be paid or reimbursed in this requisition, no more than $ of Costs paid or reimbursed out of the Acquisition and Construction Fund are issuance costs within the meaning of the Code (as defined in the Indenture); and (viii) no event of default exists under the Agreement.

Hyde Park Redevelopment Associates Limited Partnership

Authorized Borrower Representative

Approved:

By: _

Title: 94014 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

(Sub)ExhibU "B". (To Trust Indenture)

[Form Of Bonds]

Number R- $

State Of UUnois

United States Of America

City Of Chicago

Variable Rate Demand Multi-Family Housing Revenue Bond (Hyde Park Redevelopment Limited Partnership Project) Series 2002.

Initial Interest Rate Maturity Date Dated Date CU.S.I.P

Registered Owner:

Principal Amount:

The City of Chicago (the "City"), a municipality and home rule unit of local government duly organized and validly existing under the Constitution and the laws ofthe State oflllinois (the "State") for value received, hereby promises to pay solely from the sources and as hereinafter provided, to the Registered Owner shown above, or registered assigns, the Principal Amount shown above on the Maturity Date shown above, except as the provisions hereinafter set forth wdth respect to redemption and acceleration prior to the Maturity Date may become applicable hereto, and in like manner to pay interest on said Principal Amount at the Interest Rate hereinafter specified from the Dated Date shown above or from the most recent date to which interest has been paid, in accordance with the provisions hereof. Certain terms used and not defined in this Bond are defined in the Indenture. During any Weekly Period (as hereinafter defined) or Flexible Period (as hereinafter defined) of less than twelve (12) months, interest hereon shall be calculated on the basis of a calendar year consisting of three hundred sixty-five (365) or three hundred sixty-six (366) days, as the case may be, and on the actual number of days 10/2/2002 - : 1 REPORTS OF COMMITTEES •• 94015

elapsed. During any Flexible Period of twelve (12) months or greater, interest hereon shall be calculated on the basis of a three hundred sixty (360) day year, comprised of twelve (12) thirty (30) day months. During the Weekly Mode, interest hereon shall be payable on (a) 2002, (b) the first (P') Business Day ofeach month and (c) each date on which the Bonds are subject to mandatory purchase pursuant to Section 4.2 ofthe Indenture and any date on which the Outstanding principal amount ofthe Bonds becomes due (each a "Weekly Interest Payment Date"), until the earlier of the Conversion Date or until the principal sum hereof becomes due and payable. During the Flexible Rate Period, as hereinafter defined, interest hereon shall be payable (a) with respect to a Flexible Period of at least six (6) calendar months duration, the first (P^) day of the sixth (6*) calendar month following the Flexible Conversion Date and the first (P^) day of each successive sixth (6*) calendar month, ifany, ofsuch Flexible Period; provided, however, the final Flexible Interest Payment Date with respect to any such Flexible Period shall be the first (P') Business Day of the calendar month immediately following the expiration of such Flexible Period, or the maturity date of the Bonds (if such Flexible Period extends to the final maturity ofthe Bonds), and (b) with respect to a Flexible Period of less than six (6) calendar months' duration, the first (P') Business Day ofthe calendar month immediately following the Flexible Period or the maturity date of the Bonds (if such Flexible Period extends to the final maturity ofthe Bonds). Flexible Interest Payment Date shall also include each date on which Bonds are subject to mandatory purchase pursuant to Section 4.2 of the Indenture and any date on which the Outstanding principal amount of the Bonds becomes due, until the principal sum hereof becomes due and payable (each a "Flexible Interest Pajonent Date" and, together with a Weekly Rate Interest Payment Date, an "Interest Payment Date"). Interest shall be payable on any overdue installment of principal, premium, if any, and (to the extent that such interest shall be legally enforceable) interest on this Bond at the rate of interest from time to time borne by this Bond from the due date thereof until paid. Principal of and premium, if any, on this Bond shall be payable in lawful money ofthe United States of America only at the New York, New York office of , as Pajdng Agent, or its successors under trust (the "Paying Agent").

Interest on this Bond shall be payable to the Registered Owner hereof as of the Record Date (as hereinafter defined). Payments oflnterest on this Bond shall be made in lawful money of the United States of America by check or draft of the Paying Agent mailed on the applicable Interest Payment Date to the Registered Owner hereof at his address as it appears on the registration books of the City kept by the Paying Agent, as registrar (the "Bond Registrar"), or at such other address as is furnished to the Paying Agent in writing by such Registered Owner no later than the close of business on the Record Date immediately preceding the applicable Interest Payment Date; provided that on or prior to the Conversion Date, as hereinafter defined, payments oflnterest on this Bond may be made by wire transfer to the Registered Owner of this Bond if the Registered Owner hereof is the Registered Owner of at least One Million Dollars ($1,000,000) in principal amount ofthe Bonds (as hereinafter defined) as ofthe close ofbusiness on the Record Date 94016 '•• JOURNAL-eiTY'GOUNCIL-CHICAGO 10/2/2002

immediately preceding the applicable Interest Pajonent Date and such Registered Owner shall have given written notice to the Paying Agent on or before the second (2"*^) Business Day immediately preceding such Record Date, directing the Paying Agent to make such payments of interest by wire transfer and identifying the location and number ofthe account to which such pajonents should be wired. As used herein, the term "Record Date" shall mean (a) with respect to any Weekly Interest Payment Date or Flexible Interest Payment Date for a Flexible Period of less than six (6) months in duration, the close of business on the Business Day next preceding such Interest Payment Date, and (b) with respect to any Flexible Interest Payment Date for a Flexible Period of at least six (6) months in duration, the close ofbusiness on the fifteenth (15^) day ofthe calendar month next preceding such Interest Payment Date.

This Bond is one of an authorized series of Bonds in the aggregate principal amount ofThree Million Five Hundred Thousand DoUars ($3,500,000) (the "Bonds") issued for the purpose of loaning the proceeds thereof to Hyde Park Redevelopment Associates Limited Partnership, an Illinois limited partnership (the "Borrower"), for the purpose of providing funds to pay a portion of the cost of acquiring, rehabilitating and equipping a certain multi-family housing project located at 5330 South Harper Avenue, Chicago, Illinois (the "Project") owned and operated by the Borrower and located in Chicago, Illinois. The Bonds are all issued under and are equaUy and ratably secured by and entitled to the protection of a Trust Indenture dated as of , 2002 (which indenture, as from time to time amended and supplemented, is herein referred to as the "Indenture"), duly executed and delivered by the City to , as trustee (the "Trustee"). Reference is hereby made to the Indenture for a description ofthe rights, duties and obligations ofthe City, the Trustee and the owoiers ofthe Bonds and the terms upon which the Bonds are issued and secured. The terms and conditions ofthe loan of the proceeds ofthe Bonds to the Borrower for the financing ofthe Project and the repayment of said funds are contained in a Loan Agreement dated as of , 2002, by and between the City and the Borrower (which agreement, as from time to time amended and supplemented, is hereinafter referred to as the "Agreement").

Except as otherwise provided in the Indenture, the Bonds are issuable only as fully registered Bonds without coupons in denominations of One Hundred Thousand Dollars ($100,000) and any integral multiple of Five Thousand Dollars ($5,000) in excess thereoL This Bond is transferable by the Registered Owner hereof in person or by his attorney duly authorized in writing at the New York, New York office ofthe Bond Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new Bond or Bonds of authorized denomination or denominations for the same aggregate principal amount will be issued to the transferee in exchange therefor. The City, the Trustee, the Paying Agent and , as tender agent, or its successors under trust (the "Tender Agent") may deem and treat the Registered •10/2/2002 ' •• •:• - REPORTS OF COMMITTEES • - . v^ - u. 94017

Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and premium, if any, hereon and interest due hereon and for all other purposes, and neither the City, the Trustee, the Pajdng Agent nor the Tender Agent shall be affected by any notice to the contrary.

Subject to the limitations and upon pajonent of the charges provided in the Indenture and upon surrender and cancellation thereof. Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations. The Bond Registrar shall not be required to transfer or exchange any Bond after notice calling such Bond or portion thereof for redemption prior to maturity has been given as herein provided, nor during the period often (10) days next preceding the giving of such notice of redemption.

has issued an irrevocable, transferable letter of credit dated the date of delivery ofthe Bonds in favor ofthe Trustee for the benefit ofthe owners from time to time ofthe Bonds, supporting the payment ofthe unpaid principal amount of the Bonds or the purchase price of the Bonds and in either case up to forty-five (45) days of interest at the Cap Rate (as hereinafter defined) accrued on the Bonds to pay interest on the Bonds when due under the conditions set forth therein. The Initial Letter of Credit expires on a specified date prior to the maturity ofthe Bonds, subject to earlier termination in certain events. Under certain conditions, the Borrower may cause to be delivered an Alternate Credit Facility (an "Alternate Credit Facility") in substitution for the Letter of Credit then in effect without the consent ofthe holders ofthe Bonds. The Initial Letter of Credit, together with any Alternate Credit Facility or any substitute letter of credit, is hereinafter referred to as the "Letter of Credit". The Bonds are not secured by any lien on or security interest in the Project, and , together with the issuer of any Alternate Credit Facility or substitute Letter of Credit, is hereinafter referred to as the "Bank".

This Bond shall bear interest on the unpaid principal balance hereof until paid at the rates provided below. Interest on this Bond shall accrue from the Closing Date; provided that interest on any Bonds issued subsequent to the Closing Date shall accrue from the Interest Pajonent Date next preceding the date of authentication, unless (i) authenticated prior to the first (P') Interest Payment Date, in which event interest on such Bonds shall accrue from the Closing Date, (ii) authenticated on an Interest Payment Date, in which event interest on such Bonds shall accrue from the date of authentication, or (iii) authenticated after a Record Date and before the following Interest Payment Date, in which event interest on such Bonds shall accrue from the following Interest Payment Date. If, as shown by the records of the Trustee, interest on the Bonds is in default, interest on Bonds issued in exchange for Bonds surrendered for registration of transfer or exchange shall accrue from the date to which interest has been paid in full on the Bonds, or, if no interest has been paid on the Bonds, from the Closing Date. The amount of interest payable on the Bonds on each Interest Payment Date shall be the amount of interest accrued thereon from the preceding Interest Pajonent Date (or other date as described above) 940'18 ' JOURNAL-CITY COUNCIL-CHICAGO •'^-. ,10/2/2002

to, but not including, the Interest Payment Date on which interest is being paid. For the period from the date of the initial delivery of the Bonds to the earlier of the Conversion Date or the maturity date ofthis Bond (the "Weekly Rate Period"), this Bond shall bear interest from such initial delivery date or the Thursday of a week, as the case may be, to and including the Wednesday of the immediately following week, at the Weekly Rate (described below) for such interest rate period (an "Interest Rate Period"). This Bond shall bear interest (i) during the initial Interest Rate Period, as measured from the date of the initial delivery of the Bonds to and including the Wednesday of the immediately following week, at the rate set forth in the Indenture, and (ii) during each Interest Rate Period thereafter, at a rate (the "Weekly Rate") equal to the lesser of (a) the Cap Rate (as hereinafter defined) or (b) the interest rate established by the Remarketing Agent, as defined in the Indenture, in the following manner: on the Wednesday of each week succeeding the initial delivery date (or the immediately preceding Business Day, in the event that any such Wednesday is not a Business Day), the Remarketing Agent shall determine the interest rate that would result in the market value ofthe Bonds on the effective date of such interest rate being one hundred percent (100%) of the principal ainount thereof, and on such date shall give notice of the interest rate so determined by telephone or electronic transmission, promptly confirmed in writing to the City (if requested by the City), the Trustee, the Paying Agent, the Borrower and the Bank, and the interest rate so determined (if not greater than the Cap Rate) shall be the interest rate on this Bond for the immediately following Interest Rate Period; provided that if for any reason the interest rate on this Bond for any such Interest Rate Period is not or cannot be established in the foregoing manner, the Variable Rate for the immediately preceding interest rate period shall remain in effect for such interest rate period.

"Cap Rate" means the rate per annum equal to the least of (a) percent per annum, (b) the maximum interest rate at the time then specified in the Letter of Credit (initially, twelve percent (12%) per annum), or (c) the maximum contract rate of interest permitted from time to time by the laws of the State.

The Bonds shall bear interest at a Weekly Rate from the Closing Date and from each Weekly Conversion Date to the earlier of their redemption, the following Conversion Date or their maturity date. The Weekly Rate for each Weekly Period shall be the lowest rate of interest which will, in the sole judgment of the Remarketing Agent, having due regard for prevailing financial market conditions, permit the Bonds to be remarketed at par, plus accrued interest, on the first (P^) day of such Weekly Period. Notwdthstanding the foregoing, the Weekly Rate so established shall be not more than the Cap Rate.. Each determination ofa Weekly Rate by the Remarketing Agent shall be conclusive and binding upon all persons. Notwithstanding the foregoing, if at any time the Remarketing Agent shall fail to determine a Weekly Rate as set forth above, then, until the Remarketing Agent shall next determine the Weekly Rate in such fashion, the Weekly Rate shall be the rate from time to time established as the Bond Market Association Municipal Swap Index, and if such index is not available, the Weekly Rate shall be the rate from time 10/2/2002 • REPORTS OF COMMITTEES • 94019

to time established by such other comparable index as may be selected by the Borrower upon notice to the Trustee. In no event, however, may the interest rate on the Bonds exceed the Cap Rate.

On Wednesday (unless Wednesday is not a Business Day, then on the next preceding Tuesday; unless Tuesday and Wednesday are not Business Days, then on the next subsequent Thursday, whether or not a Business Day) of each week while Bonds are in the Weekly Mode, with respect to each Weekly Period, the Remarketing Agent shall determine and furnish to the Trustee the Weekly Rate for the ensuing Weekly Period. On the Business Day preceding each Weekly Interest Payment Date, the Trustee shall furnish to the Borrower and the Bank the Weekly Rates applicable to the Bonds from the time of the prior notice of such rates. Should any Bondholder or Beneficial Owner request such in writing, the Remarketing Agent shall also furnish (by first class mail, postage prepaid) the Weekly Rate to such requesting Bondholder or Beneficial Owner.

(c) Flexible Rate Provisions. The Bonds shall bear interest at a Flexible Rate from each Flexible Conversion Date or each Flexible Reset Date, as appropriate, to the earlier of their maturity, redemption, the following Conversion Date, the following Flexible Reset Date or the following date on which the Bonds shall be subject to mandatory purchase as described below. Upon a conversion ofthe Bonds to the Flexible Mode, the duration ofthe initial Flexible Period shall be that period specified in the Borrower's conversion notice delivered pursuant to Section 2.2(d)(i) of the Indenture of the Indenture for the purpose of effecting such conversion. A Flexible Period shall be of at least one (1) month in duration and shall end on the day preceding the first (P*^) Business Day of a calendar month or, if such Flexible Period extends to the ^nal maturity date of the Bonds, such final maturity date. The Bonds thereupon shall remain in the Flexible Mode for as long as the Borrower shall continue to deliver timely notices pursuant to Section 2.2(d)(i) specifjdng the duration of the next subsequent Flexible Period which is to commence on the expiration ofany current Flexible Period. The Remarketing Agent, on or prior to the commencement of each Flexible Period, shall determine the Flexible Rate to be borne by the Bonds during such Flexible Period, which shall be the lowest rate which, in its sole judgment having due regard for prevailing financial market conditions, will permit the Bonds to be sold at par on the first (P') day of such Flexible Period. Notwithstanding the foregoing, the Flexible Rate shall not be more than the Cap Rate.

of the Indenture. Upon such event, the Trustee shall promptly notify the Bondholders, the Borrower, the Remarketing Agent and the Bank ofsuch automatic conversion. If, prior to such date, the Bonds were in a Flexible Period of greater than one (1) year's duration, the Bonds shall not be automatically converted to the Weekly Mode, as described in the preceding sentence, unless there shall have been delivered to the Trustee on or prior to such date an opinion of Bond Counsel to the effect that such automatic conversion will not adversely affect the exclusion of interest on the Bonds from the Federal gross income of the Bondholders. Absent delivery of such opinion, the Bonds will convert automaticaUy on such date to the shortest possible Flexible Period of a duration of at least one (1) year and one (1) day. In such event, the Bonds shall bear interest during such period at a rate to be determined by the Remarketing Agent as described herein, or if no rate is so determined, at a rate equal to ninety percent (90%) ofthe average interest rate for one (1) year United States Treasury Notes, as published in the Federal Reserve Bulletin (published by the Board of Govemors ofthe Federal Reserve System) most recently published prior to the Conversion Date, as determined by the Trustee. Each determination of a Flexible Rate by the Remarketing Agent shall be conclusive and binding upon all persons.

(d) Conversion Options, (i) In General. The interest rate Mode of the Bonds shall be converted from one Mode to another, and a Flexible Period of one (1) duration shall be converted to a Flexible Period ofthe same or another duration, at the option ofthe Borrower and with the written consent ofthe Bank, ifthe Borrower notifies the Issuer, the Trustee and the Remarketing Agent of its election to effect such a conversion and each other condition to any such conversion set forth herein shall have been satisfied. The Borrower's conversion notice shall specify the Conversion Date (which date shall be not sooner than twenty-five (25) days after the date such notice is given) and ifthe conversion is to a Flexible Period, shall specify the duration ofsuch Flexible Period. Notwithstanding the foregoing, no conversion shall be effective unless the Borrower has delivered with such notice an opinion of Bond Counsel (which opinion must be confirmed on the Conversion Date) stating that such conversion will not adversely affect the excludability from gross income of interest on the Bonds for Federal income tax purposes. The Conversion Date shall be the date specified in the Borrower's notice; provided that no conversion from the Flexible Mode shall be effective prior to the Business Day following the last day of the Flexible Period which is then in effect. In the event any condition precedent to conversion (including, but not limited to, the establishment by the Remarketing Agent of the initial interest rate to be in effect after the Conversion Date or the delivery ofthe confirming Bond Counsel opinion described above) is not satisfied on or prior to the Conversion Date, the Bonds will nonetheless be subject to mandatory purchase on the Conversion Date and, subject to the same qualifications and exceptions as are set forth in paragraph (c) above, upon such date, the Bonds, without any further action on the part of any person, shall automatically convert to the Weekly Mode, and the Bonds shall thereupon bear interest at the Weekly Rate. 10/2/2002 REPORTS^'OF COMMITTEES • 94G2I

(ii) Conversion Notice. At least twenty (20) days prior to each Conversion Date, the Trustee shall give notice by first class mail to the Bondholders stating: (A) the Conversion Date, (B) that, on the Conversion Date, the Bonds are subject to mandatory purchase at the purchase price specified in Section 4.2 ofthe Indenture; (C) that Bonds and beneficial interests therein, for which there have been irrevocably deposited in trust with the Trustee on or prior to the mandatory purchase date Available Monies sufficient to pay the purchase price of such Bonds and beneficial interests on the mandatory purchase date, shall be deemed to have been so purchased at the purchase price, and such Bonds and beneficial interests shall no longer be considered to be Outstanding for purposes of this Indenture and shall no longer be entitled to the benefits ofthis Indenture, except for the payment of the purchase price thereof (and no interest shall accrue thereon subsequent to the mandatoiy purchase date).

The City, at the direction ofthe Borrower, has appointed as Remarketing Agent under the Indenture, which appointment has been approved by the Borrower. The City, at the direction ofthe Borrower, may, from time to time, remove or replace the Remarketing Agent. The determination of any interest rate by the Remarketing Agent shall be conclusive and binding on the City, the Borrower, the Trustee, the Bank, the Tender Agent and the owners from time to time of all of the Bonds.

The Registered Owner hereof has the right to tender this Bond or a portion hereof (in authorized denominations, provided that after such tender such remaining portion shall also be in an authorized denomination) to the Tender Agent for purchase as a whole or in part on any Business Day during the Variable Rate Period, but not thereafter, at a purchase price equal to one hundred percent (100%) of the principal amount hereof tendered plus accrued interest to the specified purchase date, in accordance with the Indenture. In order to exercise such option with respect to this Bond or any portion hereof, the Registered Owner hereof must give to the Tender Agent at its designated corporate trust office by the opening of business at such office on a Business Day which is at least seven (7) days immediately preceding the purchase date, notice by telephone, confirmed by written notice of tender to the Tender Agent on a Business Day not more than two (2) Business Days after such notice, or written notice of tender to the Tender Agent (which written notice of tender in either case shall be in the form attached hereto or shall be in such other form acceptable to the Tender Agent). Upon the delivery of such wo"itten notice of tender, such election to tender shall be irrevocable and binding upon the Registered Owner hereof. At or before 10:00 A.M., New York time, on the specified purchase date, the owner ofeach Bond as to which any such notice of tender shall have been given shall deliver this Bond and an instrument of assignment or transfer duly executed in blank (which instrument of assignment or transfer shall be in the form provided on this Bond or in such other form acceptable to the Tender Agent) to the Tender Agent at its designated corporate trust office, and on the specified purchase date, the Tender Agent shall purchase this Bond only out of funds made available to it for such purpose, or cause this Bond to be purchased. 94022 • JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

at a purchase price equal to the principal amount hereof plus accrued interest to the specified purchase date, if any, thereon. The Registered Owner hereof, by his acceptance hereof, hereby covenants and agrees to tender this Bond in the manner and at the times aforesaid. If this Bond is not so tendered (an "Unsurrendered Bond"), and there has been irrevocably deposited in the Bond Purchase Fund referred to in the Indenture Available Monies (as defined in the Indenture) sufficient to pay the purchase price of this Bond and all other Bonds so tendered or deemed tendered for purchase on such specified purchase date, this Bond shall be deemed to have been tendered by the Registered Owner hereof and purchased from such Registered Owner on the specified purchase date, and the Registered Owner hereof shall not be entitled to receive interest on this Bond on and after the specified purchase date. Upon surrender of this Unsurrendered Bond to the Tender Agent, the Tender Agent shall pay to the Registered Owner of this Unsurrendered Bond only an amount equal the purchase price of this Unsurrendered Bond due on such purchase date. The Tender Agent shall, in its sole discretion, determine whether, with respect to any Bond, the owner thereof shall have properly exercised the option to have its Bond purchased as a whole or in part.

Subject to the provisions below, the Registered Owner ofthis Bond is required to tender this Bond to the Tender Agent for purchase on (i) the Proposed Conversion Date, (ii) a Letter of Credit Substitution Date (as hereinafter defined) and (iii) a Letter of Credit Termination Date (as hereinafter defined) (each a "Mandatory Tender Date"), all as more fully provided below. Notice of a mandatoiy tender shall be given by the Bond Registrar by first class mail, postage prepaid, to the owner ofthis Bond at its address appearing on the registration books of the City maintained by the Bond Registrar, not less than thirty (30) nor more than thirty-five (35) days prior to a Mandatory Tender Date. Such notice of mandatory tender shall specify the Mandatory Tender Date and shall state that the Mandatory Tender Date is a Proposed Conversion Date, a Letter of Credit Substitution Date or a Letter of Credit Termination Date, as the case may be, and shall state that this Bond must be tendered by the Registered Owner hereof for purchase at or before 10:00 A.M., New York time, on the Mandatory Tender Date (or if the Mandatory Tender Date is not a Business Day, on the immediately following Business Day) to the Tender Agent at its designated corporate trust office, together with an instrument of assignment or transfer duly executed in blank (which instrument of assignment or transfer shall be in the form provided on this Bond or such other form acceptable to the Tender Agent), and shall be purchased on the Mandatory Tender Date (or ifthe Mandatoiy Tender Date is not a Business Day, on the immediately following Business Day) at a purchase price equal to the principal amount hereof plus accrued interest, ifany, hereon, and if this Bond is not so tendered, but there has been irrevocably deposited in the Bond Purchase Fund referred to in the Indenture an amount sufficient to pay the purchase price for this Bond and all other Bonds so tendered or deemed tendered for purchase on the Mandatoiy Tender Date, this Bond shall be deemed to have been tendered for purchase by the owner hereof and purchased from such owner on the Mandatory Tender Date. 10/2/2002 >v'- REPORTS OFCOMMITTEES 94023

This Bond shall be tendered by the owner hereof to the Tender Agent for purchase at or before 10:00 A.M., New York time, on the Mandatory Tender Date (or if the Mandatory Tender Date is not a Business Day, on the immediately following Business Day), by delivering this Bond to the Tender Agent at its designated corporate trust office, together with an instrument of assignment or transfer duly executed in blank (which instrument of assignment or transfer shall be in the form provided on this Bond or such other form acceptable to the Tender Agent), and on the Mandatory Tender Date (or if the Mandatory Tender Date is not a Business Day, on the immediately following Business Day), the Tender Agent shall purchase this Bond, or cause this Bond to be purchased, at a purchase price equal to the principal amount hereof, and the owner of this Bond, by his acceptance hereof, hereby covenants and agrees to tender this Bond in the manner and at the time as aforesaid.

If this Bond is not tendered at or before 10:00 A.M., New York time, on any Mandatory Tender Date (or ifthe Mandatoiy Tender Date is not a Business Day, on the immediately following Business Day), and there has been irrevocably deposited in the Bond Purchase Fund referred to in the Indenture an amount sufficient to pay the purchase price hereof and all other Bonds tendered or deemed tendered for purchase on such Mandatory Tender Date, this Bond shall be deemed to be tendered by the Registered Owner hereof and purchased from such Registered Owner on the Mandatory Tender Date, and the Registered Owner hereof shall not be entitled to receive interest on this Unsurrendered Bond on and after such Mandatory Tender Date. Upon surrender ofthis Unsurrendered Bond to the Tender Agent, the Tender Agent shall pay to the Registered Owner of this Unsurrendered Bond only an amount equal to the purchase price of this Unsurrendered Bond due on such Mandatory Tender Date.

"Business Day" means any day other than (i) a day on which banking institutions in the city in which the New York, New York office of the Trustee or the Tender Agent is located are required or authorized by law to remain closed, (ii) a day on which banking institutions in the city in which the office of the Bank where drawings under the Letter of Credit are to be made is located and required or authorized by law to remain closed, (iii) a day on which the principal office of the Remarketing Agent is closed, or (iv) a day on which the New York Stock Exchange is closed.

"Letter of Credit Substitution" means the delivery of a substitute Letter of Credit ifthe Trustee has not received a maintenance of rating at least forty-five (45) days prior to what would otherwise be the letter of credit substitution date.

"Letter of Credit Substitution Date" means the fifth (5^*") Business Day next preceding the proposed date of a Letter of Credit Substitution.

"Letter of Credit Termination Date" means the first (P^) Business Day of the calendar month in which the Stated Expiration Date of the Letter of Credit is to 94024 - - JOURNAL-GITY COUNCIL-CHICAGO 10/2/2002

occur, unless the Borrower shall have caused the delivery of a substitute Letter of Credit to the Trustee pursuant to the Agreement at least forty-five (45) days prior to such letter of credit termination date.

"Maintenance of Rating" means (i) if the Bonds are then rated by either Moody's Investors Service, Inc. ("Moody's") or Standard &, Poor's, a division of The McGraw- Hill Companies, Inc. ("S86P"), written confirmation from Moody's (only if Moody's is then maintaining a rating on the Bonds) and S86P (only if S86P is then maintaining a rating on the Bonds), that upon the effective date ofthe substitute Letter of Credit, the existing ratings on the Bonds will not be withdrawn or reduced as a result ofthe substitution of such Letter of Credit, or (ii) if the Bonds are not then rated by a Rating Agency, written verification that the higher of the commercial paper credit ratings from Moody's and S86P ofthe provider ofthe substitute Letter of Credit is at least equal to the higher of the then commercial paper credit ratings of the Bank which provided the Letter of Credit for which the substitute Letter of Credit is being issued.

Prior to the Conversion Date, the Bonds are subject to redemption prior to maturity by the City from any available funds, including monies derived from a prepayment of the Note (or a portion thereof] at the option of the Borrower, as a whole or in part (and, if in part, by lot in such manner as may be designated by the Trustee, provided that Bonds held by or on the behalf of the Tender Agent for the account of the Bonower resulting from a draw upon the Letter of Credit shall be first selected for redemption until all such Bonds have been redeemed which may be selected for redemption), on any date, at a redemption price of one hundred percent (100%) of the principal amount thereof to be redeemed plus accrued interest to the date fixed for redemption.

After the Conversion Date, the Bonds are subject to redemption prior to maturity by the City from any available funds, including funds derived from a prepayment of the Note (or a portion thereof) at the option of the Borrower, upon thirty-five (35) days notice to the Trustee, as a whole on any Business Day, subject to the terms of the Indenture, or in part on any Interest Payment Date (and, if in part, by lot in such manner as may be designated by the Trustee, provided that Bonds held by or on behalfofthe Tender Agent for the account ofthe Borrower resulting from a draw upon the Letter of Credit shall be first selected for redemption until all such Bonds have been redeemed which may be selected for redemption), subject to the terms of the Indenture, at a redemption price of one hundred percent (100%) of the principal amount thereof to be redeemed, plus the applicable premium, if any, set forth in the Indenture.

After the Conversion Date, the Bonds are also subject to redemption at the option of the Borrower, upon forty (40) days notice to the Trustee, as a whole or in part (and, if in part, by lot in such manner as may be designated by the Bond Registrar, provided the Bonds held by the Tender Agent for the account of the Bonower resulting from a draw upon the Letter of Credit shall be first subject to such 10/2/2002- REPORTS OF COMMITTEES '•.,,94025

redemption prior to any other Bonds which may be selected for redemption) on any date at the redemption price ofone hundred percent (100%) ofthe principal amount thereof to be redeemed plus accrued interest, if any, to the date fixed for redemption, upon the occurrence ofany of certain events described in the Indenture relating to damage, destruction or condemnation of the Project.

The Bonds are also subject to mandatory redemption prior to maturity by the City, as a whole and not in part, on any date within sixty (60) days of the occurrence of a Determination of Taxability (as defined in the Indenture), at a redemption price of one hundred percent (100%) of the principal amount to be redeemed plus accrued interest to the date fixed for redemption.

If any of the Bonds or portions thereof (which shall be an authorized denomination) are called for redemption prior to maturity as aforesaid, the Trustee shall give notice, at the direction of the Borrower (which direction shall be in writing), by directing the Bond Registrar to mail a copy of the redemption notice by first class mail, postage prepaid, at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption to the registered owner ofeach Bond to be redeemed as a whole or in part at the address shown on the registration books of the City maintained by the Bond Registrar; provided that failure to give such notice by mailing, or any defect therein, shall not affect the validity of any proceedings for the redemption of any Bond or a portion thereof with respect to which no such failure or defect has occurred. Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Registered Owner receives the notice.

The Registered Owner of this Bond has no right to enforce the provisions of the Indenture or the Agreement or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture or the Agreement, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. The Indenture prescribes the manner in which it may be discharged, including a provision that under certain circumstances the Bonds shall be deemed to be paid if Governmental Obligations, as defined therein, maturing as to principal and interest in such amounts and on such dates as will provide sufficient funds to pay the principal of and interest and premium, if any, on such Bonds and all fees, charges and expenses ofthe Trustee, and all other liabilities ofthe Borrower under the Agreement, shall have been deposited with the Trustee, after which such Bonds shall no longer be secured by or entitled to the benefits of the Indenture or the Agreement, except for purposes of transfer and exchange and payment from such Governmental Obligations on the date or dates specified at the time of such deposit. 94026 - JOURNALS-CITY COUNCIL-CHICAGO <- 40/-2/2OO2

The Indenture permits the amendment thereof and the modification of the rights and obligations of the City and the rights of the owners of the Bonds at any time by the City with the consent of the Registered Owners of a majority, or in certain instances one hundred percent (100%), in aggregate principal amount ofthe Bonds at the time outstanding, as defined in the Indenture. Any such consent or waiver by the Registered Owner of this Bond shall be conclusive and binding upon such owner and upon all future owners of this Bond and of any Bond issued upon the transfer or exchange ofthis Bond whether or not notation ofsuch consent or waiver is made upon this Bond. The Indenture also contains provisions permitting the Trustee to enter into certain supplemental indentures without the consent of the owners of the Bonds and to waive certain past defaults under the Indenture and their consequences. No supplemental indenture wdll become effective without the consent of the Borrower and, if a Letter of Credit is then in effect and if the Bank has not failed to honor a properly presented drawing thereunder, the Bank.

This Bond And All Other Bonds Issued Under And Secured By The Indenture, As Hereinafter Defined, Are, And Are To Be, Equally And Ratably Secured, To The Extent Provided In The Indenture, Solely By A Pledge Of The Revenues And Other Funds Pledged Under The Indenture. The Bonds, Together With Premium, If Any, And Interest Thereon, Are Special, Limited Obligations Of The City, Payable Solely From The Revenues And Are A Valid Claim Of The Owners From Time To Time Thereof Only Against The Monies Held By The Trustee And The Tender Agent And Pledged To The Payment Of The Bonds, And The Revenues, Which Revenues Shall Be Used For No Other Purpose Than To Pay The Principal Installments Of, Premium, If Any, And Interest On The Bonds, Except As May Be Otherwise Expressly Authorized In The Indenture Or The Agreement. The Bonds Are Not An Indebtedness Of The City Or A Charge Against Its General Credit Or The General Credit Taxing Powers Of The State, The City, Or Any Other PoUtical Subdivision Thereof, And Shall Never Give Rise To Any Pecuniary Liability Of The City, And Neither The City, The State Or Any Other Political Subdivision Thereof Shall Be Liable For The Payments Of Principal Of And, Premium, If Any, And Interest On The Bonds, And The Bonds Are Payable From No Other Source, But Are Special, Limited Obligations Of The City, Payable Solely Out Of The Revenues And Receipts Of The City Derived Pursuant To The Agreement. No Owner Of The Bonds Has The Right To Compel Any Exercise Of The Taxing Power Of The State, The City Or Any Other Political Subdivision Thereof To Pay The Bonds Or The Interest Or Premium, If Any, Thereon.

No recourse shall be had for the payment of the principal or premium, if any, or purchase price of, or interest on, this Bond, or for any claim based hereon or on the Indenture, against any member, officer or employee, past, present or future, ofthe City or of any successor body, as such, either directly or through the City or any such successor body, under any constitutional provision, statute or rule of law, or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise. 10/2/2002 -••:-• REPORTS OF COMMITTEES - 94027'

This Bond is not valid unless the Certificate of Authentication endorsed hereon is duly executed by the Paying Agent.

In Witness Whereof, The City has caused this Bond to be executed in its name by the manual or electronic transmission signature of its Mayor and its corporate seal or an electronic transmission thereof to be affixed, imprinted, lithographed or reproduced hereon and attested by the manual or electronic transmission signature of its City Clerk or Deputy City Clerk.

City of Chicago

By: Mayor

[Seal]

Attest:

City Clerk

[Form Of Certificate Of Authentication]

This Bond is one of the Bonds of the issue described in the within mentioned Trust Indenture.

Date of Authentication: as Authenticating Agent

By: Authorized Signatory 94028 • JOURNAL-CITY COUNCIL--GHieAGO 10/-2/2002

[Form Of Assignment]

The following abbreviations, when used in the inscription on the face ofthe within Bond, shall be construed as though they were written out in full according to applicable laws or regulations.

Unif Gift Min. Act — Uniform Gifts to Minors Act

Cust. -- Custodian

Ten. Com. — as tenants in common

Ten. Ent. — as tenants by the entireties

Jt. Ten. -- as joint tenants with right of survivorship and not as tenants

in common

Additional abbreviations may also be used, though not in the list above.

Assignment.

For Value Received, The undersigned hereby sells, assigns and transfers unto

(Name, Address and Taxpayer Identification Number of Assignee) the Variable Rate Demand Multi-Family Housing Revenue Bond (Hyde Park Redevelopment Partnership Project) Series 2002A (the "Bond") of the City of Chicago, numbered and does hereby inevocably constitute and appoint to transfer the Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Registered Owner

Notice: The Signature(s) to this assignment must correspond with the name as it appears upon the face of the Bond in every particular, without alteration or enlargement or any change whatever. 10/2/2002 REPORTS-OF COMMITTEES • : 94029

Signature Guaranteed:

Notice: Signature(s) must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or on such other guarantee program acceptable to the Trustee.

[Form Of Bondholder Tender Notice]

Bondholder Tender Notice.

The undersigned hereby elects to have the Variable Rate Demand Multi-Family Housing Revenue Bond (Hyde Park Redevelopment Limited Partnership Project) Series 2002, numbered (the "Bond") ofthe City ofChicago (the "City") (or any portion thereof in any authorized denomination) purchased in accordance wdth the provisions of the Bond and the Trust Indenture (the "Indenture") dated as of , 2002, by and from the City to , as Trustee (the "Trustee"), on (the "Purchase Date"), which Purchase Date shall be a Business Day at least seven (7) days immediately following the submission of this Bondholder Tender Notice to , as tender agent (the "Tender Agent") (unless the owner ofthe Bond shall have given telephonic notice of its election to tender the Bond at the opening of business of the Tender Agent, confirmed by submission of this Bondholder Tender Notice not more than two (2) Business Days after such telephonic notice, in which event such Purchase Date shall be a Business Day at least seven (7) days immediately following the date ofsuch telephonic notice), at the purchase price ofone hundred percent (100%) of the principal amount thereof being purchased plus accrued interest to the date of purchase (the "Purchase Price"). The Bond may be tendered for purchase in part in the principal amount of One Hundred Thousand Dollars ($100,000) or any integral multiple of Five Thousand Dollars ($5,000) in excess thereof, but the Bond shall not be tendered for purchase ifthe unpurchased part ofthe Bond shall be less than One Hundred Thousand Dollars ($100,000).

Pursuant to the terms ofthe Indenture, the Purchase Price ofthe Bond (or portion thereof) to be purchased shall be paid to the Registered Owner of the Bond in immediately available funds, as provided in the Indenture, at or before 3:00 P.M., New York time, on the Purchase Date (or, if the Purchase Date is not a Business Day, as defined in the Indenture, then on the immediately following Business Day) upon presentation ofthe Bond to the Tender Agent, together wdth an instrument of assignment or transfer duly executed in blank (which instrument of assignment or transfer shall be in the form provided on this Bond or in such other form acceptable to the Tender Agent), at or before 10:00 A.M., New York time, on the Purchase Date (or if the Purchase Date is not a Business Day, on the immediately following Business Day), at: 94030 • ' JOURNAL-GITY^COUNCIL-CHICAGO • 10/2/2002

Attention:

The undersigned hereby acknowledges and agrees to such terms.

This Bondholder Tender Notice shall not be accepted by the Tender Agent unless it is properly completed and received by the Tender Agent at the address designated above. If this Bond is submitted for purchase in part, the undersigned hereby directs the Tender Agent to exchange this Bond for (i) a Bond representing the principal amount of the Bond to be purchased, and (ii) a Bond (or Bonds of authorized denominations if the owner specifies the authorized denominations) representing the principal amount of the Bond not to be purchased. The Bond or Bonds not to be purchased shall be registered in the same name(s) as this Bond tendered for purchase. Unless the Registered Owner of this Bond delivers instructions to the Tender Agent wdth this Bondholder Tender Notice, specifying that said Registered Owner wishes to have the Tender Agent deliver more than one (1) Bond representing the principal amount of the Bond not to be purchased, and specifying the authorized denominations of such replacement Bonds, the Tender Agent will deliver only one (1) replacement Bond to such Registered Owner in the principal amount of the Bond not to be purchased.

This Election Is Irrevocable And Binding On The Undersigned And Cannot Be Withdrawn.

The undersigned hereby authorizes the Tender Agent to accept on behalf of the undersigned the Purchase Price of the Bond (or portion thereof) subject to this Bondholder Tender Notice.

Print or Type: Name(s) of Bondholder(s)

Street City State Zip

Area Code Telephone Number 10/2/2002 ^^^-''REPORTS OFCOMMITTEES -- 94031

Signature(s):

Date:

Note: The signature(s) to this Bondholder Tender Notice must correspond exactly to the name(s) appearing on the registration books ofthe City maintained by as Bond Registrar, in every particular, without alteration or enlargement or any change whatsoever.

Signature Guaranteed:

Notice: Signature(s) must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.

The principal amount ofthis Bond requested to be purchased pursuant to this Bondholder Tender Notice is:

$ (insert Total Principal Amount of Bond or a portion thereof in the ainount of One Hundred Thousand Dollars ($100,000) or any integral multiple of Five Thousand Dollars ($5,000) in excess thereof).

If No Amount Is Indicated In The Space Above, The Registered Owner Of This Bond Subject To This Bondholder Tender Notice Will Be Deemed To Have Tendered The Bond In Its Full Principal Amount For Purchase.

Special Delivery Instructions.

To be completed only if the Registered Owoier of this Bond is the Registered Owner of at least One Million Dollars ($1,000,000) in aggregate principal amount ofthis Bond and the issue ofwhich it is a part, and wishes to direct the Tender Agent to wire transfer the purchase price of the Bond (or portion thereof) to be purchased. 94032 JOURNAL-CITY COUNCIL-CHICAGO • • 10/2/2002

Wire transfer purchase price to:

Account Number:

Location of Account:

(Include Zip Code)

ExhibU "C". (To Ordinance)

(Form Of Loan Agreement)

City Of Chicago

And

Hyde Park Redevelopment Associates Limited Partnership

Loan Agreement

Dated As Of , 2002

Relating To

City Of Chicago Variable Rate Demand Multi-Family Housing Revenue Bonds (Hyde Park Redevelopment Limited Partnership Project) Series 2002.

This loan agreement dated as of , 2002 (the "Agreement"), is by and between the City ofChicago, a municipality and home rule unit of local government duly organized and validly existing under the Constitution and laws of the State, (the "City") and Hyde Park Redevelopment Associates Limited Partnership, an Illinois limited partnership (the "Borrower").

Recitals.

Whereas, The City plans to undertake the financing of a portion ofthe costs ofthe acquisition, rehabilitation and equipping of a multi-family housing project to be 10/2/2002- T;- REPORTS OF COMMITTEES 94033'

located at 5330 South Harper Avenue, Chicago, Illinois (the "Project"), by issuing its Three MiUion Five Hundred Thousand Dollar ($3,500,000) Variable Rate Demand Multi-Family Housing Revenue Bonds (Hyde Park Redevelopment Limited Partnership Project) Series 2002 (the "Bonds"); and

Whereas, The City intends to loan the proceeds of sale of the Bonds to the Borrower to acquire, rehabilitate and equip the Project; and

Whereas, The Bonds wdll be issued under the terms of a Trust Indenture (the "Indenture") of even date herewith from the, City to [ , as tmstee (the "Trustee"); and

Whereas, The Borrower's obligations to repay the loan are evidenced by this Agreement and the Borrower's execution and delivery to the Trustee of its promissory note (the "Note") concurrent herewith; and

Whereas, The Bonds are secured by (i) an assignment and pledge by the City to the Trustee of this Agreement, and (ii) an irrevocable, transferable letter of credit issued by (the "Bank"), in favor of the Trustee for the benefit of the owners from time to time of the Bonds, and any other letter of credit issued in substitution therefor in accordance with the terms hereof and thereof (the "Letter of Credit");

Now, Therefore, In consideration ofthe respective representations and agreements herein contained, the parties hereto agree as follows (provided that in the performance of the agreements of the City herein contained, any obligation it may thereby incur shall not constitute a debt of the City, or a charge against its general credit, but shall be payable solely out ofthe revenues and receipts derived from this Agreement, the Note, the sale of the Bonds, the income from the temporary investment thereof and monies derived from drawings under the Letter of Credit, all as herein provided):

Ariicle L

Definition Of Terms.

All words and phrases defined in Article I of the Indenture shall have the same meanings in this Agreement. Certain terms used in this Agreement are hereinafter defined in this Article I. When used herein, such terms shall have the meanings given them by the language employed in this Article 1 defining such terms unless the context clearly indicates otherwise: 94034 • '' JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

"Acquisition and Construction Period" means the period between the beginning ofthe acquisition, rehabilitation and equipping ofthe Project or the date on which the bonds are first delivered to the purchasers thereof, whichever is earlier, and the completion date.

"Agreement" means this Loan Agreement, as from time to time supplemented and amended.

"Alternate Credit Facility" means a surety bond, an insurance policy or any other credit facility not constituting an irrevocable, direct-pay letter of credit delivered to the trustee pursuant to Section 5.7(d) hereof.

"Authorized Borrower Representative" means such person at the time and from time to time designated to act on behalf of the borrower by written certificate furnished to the city, the trustee and the bank, containing the specimen signature of such person. Such certificate may designate an alternate or alternates.

"Bank" means , in its capacity as the issuer ofthe initial letter of credit pursuant to Section 5.7(a) hereof, its successors in such capacity and their assigns, and the issuer of any substitute letter of credit pursuant to Section 5.7(c) hereof, its successors in such capacity and their assigns.

"Bonds" means the Variable Rate Demand Multi-Family Housing Revenue Bonds (Hyde Park Redevelopment Limited Partnership Project) Series 2002 ofthe city, in the original aggregate principal amount ofThree Million Five Hundred Thousand Dollars ($3,500,000) issued pursuant to the indenture.

"Borrower" means Hyde Park Redevelopment Associates Limited Partnership, an Illinois limited partnership, and its successors and assigns.

"City" means the City of Chicago, and its lawful successors and any assigns.

"Completion Date" means the earlier of (i) or (ii) the date of completion of the Project, as that date shall be certified as provided in Section 3.4 hereof.

"Cost ofthe Project" means the sum ofthe items authorized to be paid from the Acquisition and Construction Fund pursuant to the provisions of (a) through (i) of Section 3.3 hereof.

"Event of Default" means any occurrence or event specified as such and defined as such by Section 6.1 hereof

"Indenture" means the trust indenture dated as of , 2002, by and from the City to the trustee, as from time to time supplemented and amended. 10/2/2002 - - REPORTS OF COMMITTEES ••.:,,. 94035

"Investment Obligations" shall mean, to the extent lawful for the investment of monies to be made therein, any ofthe following obligations or securities on which the Borrower is not the obligor:

(a) Governmental Obligations;

(b) interest-bearing deposit accounts (which may be represented by certificates of deposit including Eurodollar certificates of deposit) in national or state banks (which may include the trustee, the Paying Agent, any co-paying agent, the Bond Registrar, the Tender Agent, the Remarketing Agent and the Bank) having a combined capital and surplus of not less than One Hundred Million Dollars ($100,000,000) and an unsecured deposit rating in one (1) of the three (3) highest rating categories from a nationally recognized rating agency;

(c) bankers' acceptances drawn on and accepted by commercial banks (which may include the trustee, the Paying Agent, any co-pajdng- agent, the Bond Registrar, the Tender Agent, the Remarketing Agent and the Bank) having a combined capital and surplus of not less than One Hundred Million Dollars ($100,000,000) and an unsecured deposit rating in one (1) of the three (3) highest rating categories from a nationally recognized rating agency;

(d) obligations of, or guaranteed by, any agency or instrumentality of the United States of America;

(e) commercial or finance company paper which is rated in the highest rating category by a nationally recognized rating agency;

(f) repurchase agreements wdth banking or financial institutions (which may include the trustee, the Paying Agent, any co-paying agent, the Bond Registrar, the Tender Agent, the Remarketing Agent and the Bank) having a combined capital and surplus ofnot less than One Hundred Million Dollars ($100,000,000) and an unsecured deposit rating in one (1) of the three (3) highest rating categories from a nationaUy recognized rating agency, provided that (i) such repurchase agreements shall be secured as to principal (but only to the extent not insured by the Federal Deposit Insurance Corporation, or a similar corporation chartered by the United States of America) by Governmental Obligations, the fair market value of which is equal to one hundred percent (100%) of such principal, (ii) the trustee or a third party acting solely as agent for the trustee has possession of the underlying securities, (iii) the trustee or agent has a perfected first security lien in such collateral, (iv) such collateral is free and clear of third party liens and (v) the trustee is not required to expend its own funds as a result of a default under such agreement, except as a result of its own negligence or willful misconduct; 94036 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

(g) obligations of any state or political subdivision thereof or any agency or instrumentality ofsuch a state or political subdivision, the interest on which, in the opinion of Bond Counsel, is not includable in the gross income ofthe owners thereof for federal income tax purposes; and

(h) any other obligations agreed upon in writing by the Bank and the Borrower and communicated to the Trustee.

"Land-Use Restriction Agreement" means the land-use restriction agreement dated as ofthe date hereof, among the City, the Borrower and the trustee.

"Letter of Credit" means the initial inevocable, transferable letter of credit delivered to the trustee pursuant to Section 5.7(a) hereof, and, unless the context or use indicates another or different meaning or intent, any substitute letter of credit delivered to the trustee pursuant to Section 5.7(c) hereof, and any extensions or amendments thereof.

"Note" means the promissory note ofthe Bonower made payable to the trustee, delivered by the Borrower pursuant to Section 4.2(a) hereof, in order to evidence the obligation of the Borrower to repay the loan made hereunder.

"State" means the State of Illinois.

"Trustee" means the trustee at that time serving as such under the Indenture.

The words "hereof, "herein", "hereunder" and other words of similar import refer to this Agreement as a whole.

Unless otherwise specified, references to articles, sections and other subdivisions ofthis Agreement are to the designated articles, sections and other subdivisions of this Agreement as originally executed.

The headings of this Agreement are for convenience only, and shall not define or limit the provisions hereof.

Article n.

Representations.

Section 2.1 Representations Of The City.

The City makes the following representations as the basis for the undertakings on 10/2/2002 REPORTS OF COMMITTEES 94037

its part herein contained:

(a) The City is a municipality and home rule unit of local govemment duly organized and validly existing under the Constitution and laws of the State. The City is authorized to execute and deliver this Agreement and the Indenture, and to carry out its obligations hereunder and thereunder.

(b) The City has issued the Bonds for the purpose of financing a portion of the costs ofthe Project.

(c) To the knowledge ofthe undersigned representatives ofthe City, neither the execution and delivery ofthe Bonds, this Agreement, the Indenture or the Land- Use Restriction Agreement, the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance wdth the terms, conditions or provisions of the Bonds, this Agreement, the Indenture or the Land-Use Restriction Agreement materially conflict with or result in a material breach ofany of the terms, conditions or provisions of any agreement, instrument, judgment, order or decree to which the City is now a party or by which it is bound, or constitute a material default under any of the foregoing.

Section 2.2 Representations Of The Bonower.

The Borrower makes the followdng representations as the basis for the undertakings on its part herein contained:

• (a) The Borrower is a limited partnership duly organized and validly existing under the laws of the state, is authorized to conduct business and is in good standing in the state, is not in violation of any provision of its agreement or certificate of limited partnership, has the power to execute and deliver this Agreemerit, the Note, the Tax Agreement and the Land-Use Restriction Agreement, to enter into the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder, and by proper action has duly authorized the execution and delivery ofthe Note, this Agreement, the Tax Agreement and the Land-Use Restriction Agreement and the performance ofits obligations hereunder and thereunder.

(b) No litigation at law or in equity or proceeding before any governmental agency involving the Borrower is pending or, to the knowledge of the Borrower, threatened, in which any liability of the Borrower is not adequately covered by insurance or in which any judgment or order would have a material adverse effect upon the business or assets of the Borrower or which would affect its existence or authority to do business, the completion of the Project, the validity of any document to which it is a party or the performance of its obligations thereunder. 94038 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

(c) The Borrower is not in default under or in violation of, and the execution, delivery and compliance by the Borrower with the terms and conditions of this Agreement, the Note, the Tax Agreement or the Land-Use Restriction Agreement, do not and will not conflict with or constitute or result in a default under or violation of: (i) the Bonower's agreement or certificate of limited partnership, (ii) any agreement or other instrument to which the Bonower is a party or by which it is bound, or (iii) any constitutional or statutoiy provisions or order, rule, regulation, decree or ordinance of any court, government or governmental authority havingjurisdiction over the Borrower or its property, and no event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would constitute or result in such a default or violation.

(d) The Borrower has obtained or will obtain at the proper times all consents, approvals, authorizations and orders, ofany governmental or regulatory authority that are required to be obtained by the Borrower as a condition precedent to the issuance ofthe Bonds, the execution and delivery ofthis Agreement, the Note, the Tax Agreement and the Land-Use Restriction Agreement and the performance by the Borrower of its obligations hereunder and thereunder, and that are required for the operation of the Project Facilities.

(e) The Borrower has taken all necessary action required to make this Agreement, the Note, the Tax Agreement and the Land-Use Restriction Agreement the valid obligations ofthe Borrower which they purport to be; when executed and delivered by the parties thereto, this Agreement, the Note, the Tax Agreement and the Land-Use Restriction Agreement will constitute valid and binding agreements of the Borrower and will be enforceable against the Borrower in accordance wdth their respective terms subject to the provisions of bankruptcy and similar laws and to equitable principles.

(f) The operation ofthe Project Facilities in the manner presently contemplated and as described in this Agreement, the Tax Agreement and the Land-Use Restriction Agreement will not, to the knowledge of Borrower, conflict with any existing zoning, water, air pollution or other existing ordinance, order, law or regulation applicable thereto.

(g) The Borrower has filed or caused to be filed all federal, state and local tax returns which are required to be filed, and has paid or caused to be paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due.

(h) The estimated cost of acquiring, rehabilitating and equipping the Project, inclusive of financing costs, exceeds Three Million Eight Hundred Thousand Dollars ($3,800,000). 10/2/2002 REPORTS OF COMMITTEES 94039

(i) At least ninety-five percent (95%) ofthe Bond proceeds wdll be used to finance on-site or off-site costs ofthe Project and such costs will have been incurred with respect to work perfonned or materials purchased after . 2002.

(j) At least ninety-five percent (95%) of the monies set aside in the Acquisition and Construction Fund for the Project under the Indenture, constituting a portion ofthe proceeds from the sale ofthe Bonds, will be used to provide amounts paid or incurred on or after December 12, 2001 chargeable td the Project's capital account, either wdth a proper election by the Borrower (for example, under Section 266 of the Code) or but for a proper election by the Borrower to deduct such amounts.

(k) At least ninety-five percent (95%) ofthe Project financed or reimbursed with the proceeds of the Bonds (detennined separately on the basis of cost and square footage) constitutes "residential rental property" within the meaning ofthe Code.

(1) The average maturity of the Bonds does not exceed one hundred twenty percent (120%) ofthe average reasonably expected economic life ofthe Project Facilities determined in accordance with Section 147(b) ofthe Code.

(m) Neither the Bonower nor any "related person" (within the meaning of the Code) will acquire, pursuant to any arrangement, formal or informal, any of the Bonds in an ainount related to the amount of the loans to be funded by the City for the Borrower.

(n) Until payment in full of all of the Bonds, unless the City shall otherwise consent in writing, it will not incur, create, assume or suffer to exist any mortgage, pledge, security interest, lien, charge or other encumbrance ofany nature on the Project Facilities or the Trust Estate (as defined in the Indenture) other than (i) any liens, taxes or other governmental charge which are not yet due and payable, (ii) any pledge relating to syndication ofthe Project or any grants or loans provided through the Federal Housing Loan Bank of Chicago's Affordable Housing Program, (iii) any lien, including, without limiting the generality ofthe foregoing, mechanics' liens, or other liens resulting from a good-faith dispute on the part of the Borrower, which dispute the Borrower agrees to resolve diligently, or which liens are insured over by a title insurance company acceptable to the Trustee, (iv) any lien or obligations relating to the Letter of Credit or any Alternate Credit Facility and (v) such other pledges as may be approved in writing by the City.

(o) The Indenture has been submitted to the Borrower for its examination, and the Borrower acknowledges, by execution ofthis Agreement, that it has approved the Indenture.

(p) The Borrower has not taken, or permitted to be taken on its behalf, and agrees that it will not take, or permit to be taken on its behalf, any action which would adversely affect the exclusion from gross income for federal income tax 94040 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

purposes of the interest paid on the Bonds, and that it will make and take^ or require to be made and taken, such acts and filings as may from time to time be required under the Code to maintain the exclusion from gross income for federal income tax purposes of the interest on the Bonds, including maintaining continuous compliance with the requirements of Section 142 ofthe Code.

(q) If the Borrower becomes aware of any situation, event or condition which it believes would result in the interest of the Bonds becoming includible in gross income for federal income tax purposes, the Borrower shall promptly give written notice thereof to the City and the Trustee.

Article m.

Acquisition, Rehabilitation And Equipping Of The Project Facilities; Issuance Of The Bonds.

Section 3.1 Acquisition, Rehabilitation And Equipping Of The Project Facilities; Titie.

The Borrower agrees that it will acquire, rehabilitate and equip or complete the acquisition and equipping of, the Project Facilities; any plans and specifications for any construction, including any and all supplements, amendments and additions (or deletions) thereto (or therefrom), shall be made available to the City and the Trustee on written request.

The Borrower represents and wanants that it has, or simultaneously with the delivery of the Bonds will have, acquired good and marketable interests to the Project Facilities in order to enable the Borrower to acquire, rehabilitate, equip and use the Project Facilities as contemplated by this Agreement.

Section 3.2 Agreement To Issue Bonds; Application Of Bond Proceeds.

In order to provide funds to finance a portion of the Cost of the Project, as provided in Section 4.1 hereof, the City agrees that it will simultaneously with the execution and delivery hereof issue, sell and cause to be delivered to the purchasers thereof, the Bonds in the aggregate principal amount ofThree Million Five Hundred Thousand Dollars ($3,500,000) bearing interest, maturing, subject to prior redemption and subject to transfer, as set forth in the Indenture. 10/2/2002 REPORTS OF COMMITTEES 94041

Section 3.3 Disbursements From The Acquisition And Construction Fund.

The City authorizes and directs the Trustee, upon compliance with the Indenture, to disburse the monies in the Acquisition and Construction F\ind to or on behalf of the Borrower for the following purposes and, subject to the provisions ofSection 3.4 hereof, for no other purposes:

(a) Pajonent to the Bonower of such amounts, if any, as shall be necessary to reimburse the Borrower in full for all advances and pajonents made by it at any time after December 12, 2001, for expenditures in connection with the preparation of plans and specifications for the Project (including any preliminary study or planning of the Project or any aspect thereof) and the acquisition, rehabilitation and equipping of the Project.

(b) Pajonent or reimbursement of any legal, financial and accounting fees and expenses, the established administrative fees and expenses of the City, costs of the execution and filing of any instruments and the preparation of all other documents in connection therewith, and payment or reimbursement of all fees, costs and expenses for the preparation of this Agreement, the Note, the Reimbursement Agreement, the Letter of Credit, the Indenture, the Remarketing Agreement and the Bonds.

(c) Payment or reimbursement for labor, services, materials and supplies used or furnished in the acquisition, construction and equipping ofthe Project, all as provided in the plans, specifications and work orders therefor, pajonent or reimbursement for the cost of the acquisition, rehabilitation and equipping of utility services or other facilities and the acquisition and installation ofali real and personal property deemed necessary in connection with the Project and payment or reimbursement for the misceUaneous capitalized expenditures incidental to any of the foregoing items.

(d) Pajonent or reimbursement ofthe fees, ifany, for architectural, engineering, legal, investment banking and supervisory services with respect to the Project.

(e) To the extent not paid by a contractor for construction or installation with , respect to any part ofthe Project, pajonent or reimbursement ofthe premiums on all insurance required to be taken out and maintained during the Acquisition and Construction Period, if any.

(f) Payment ofthe taxes, assessments, interest on the Bonds and other charges, if any, that may become payable during the Acquisition and Constmction Period with respect to the Project, or reimbursement thereof if paid by the Borrower.

(g) Payment or reimbursement of expenses incurred in seeking to enforce any remedy against any supplier, conveyor, grantor, contractor or subcontractor in respect of any default under a contract relating to the Project. 94042 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

(h) Payment of interest on the Bonds during the construction period of the Project (and thereafter wdth the approving opinion of Bond Counsel) or fees for credit enhancement arrangements applicable to the Bonds to the extent such fees constitute a reasonable charge for the transfer of credit risk.

(i) Pajonent of any other costs peimitted by the Constitution and laws of the State.

All monies remaining in the Acquisition and Construction Fund after the Completion Date and after pajonent or provision for payment of all other items provided for in the preceding subsections (a) to (i), inclusive, ofthis Section 3.3, shall at the direction ofthe Borrower be used in accordance with Section 3.4 hereof.

Each of the payments referred to in this Section 3.3 shall be made upon receipt by the Trustee of a written requisition (substantially in the form set forth in (Sub)Exhibit A to the Indenture) signed by the Authorized Bonower Representative and approved in writing by the Bank.

Section 3.4 Establishment Of Completion Date; Obligation Of Borrower To Complete.

The Completion Date shall be evidenced to the Trustee, the City and the Bank by a certificate signed by the Authorized Borrower Representative, stating the Cost of the Project and stating that (a) the Project has been completed substantially in accordance with the plans, specifications and work orders therefor and all labor, services, materials and supplies used in such acquisition, rehabilitation and equipping have been paid for, and (b) all other facilities necessary in connection with the Project have been acquired, rehabilitated and equipped in accordance with the plans, specifications and work orders therefor, and all costs and expenses incurred in connection therewdth (other than costs and expenses for which the Borrower has wdthheld payment) have been paid, and (c) the disbursement of amounts from the Acquisition and Constmction Fund complied with all representations and covenants of the Borrower pertaining thereto contained in the Project Certificate delivered by the Borrower upon the initial issuance ofthe Bonds. Ifthe Borrower wdthholds the pajonent ofany such cost or expense ofthe Project, the certificate shall state the amount of such withholding and the reason therefor. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being. It shall be the duty of the Borrower to cause such certificate to be furnished to the City, the Trustee and the Bank promptly after the Project shall have been completed. 10/2/2002 REPORTS OF COMMITTEES 94043

Within ten (10) days after the delivery by the Authorized Bonower Representative of the certificate evidencing the Completion Date, the Trustee shall retain in the Acquisition and Construction Fund a sum equal to the amounts necessaiy for pajonent of Costs ofthe Project not then due and payable or the liability for which the Borrower is contesting as set forth in said certificate. Any amount not so retained in the Acquisition and Constmction Fund for such costs, and all amounts so retained but not subsequently used and for which notice of such failure of use has been given by the Borrower to the Trustee, shall be segregated by the Trustee and used by the Trustee, at the direction ofthe Authorized Borrower Representative, (a) to redeem Bonds on the earliest redemption date permitted by the Indenture for which no prepayment premium or penalty pertains, or, at the option of the Borrower, at an earlier redemption date (provided that, in neither event shall such amounts be used to pay interest or premium on the Bonds in connection with such redemption), or (b) to purchase Bonds on the open market (including Bonds subject to mandatoiy purchase) prior to such redemption date (provided that, if Bonds are purchased at an amount in excess of the principal amount thereof, the Borrower shall pay such excess out of other funds) for the purpose of cancellation. Until used for one (1) or more of the foregoing purposes, such segregated amount may be invested as permitted by Section 3.5 hereof, but may not be invested, without an opinion of Bond Counsel to the effect that such investment wdll not adversely affect the exclusion from gross income of interest on any of the Bonds for purposes of federal income taxation, to produce a yield on such amount (computed from the Completion Date and taking into account any investment of such amount from the Completion Date) greater than the yield on the Bonds, computed in accordance with applicable provisions of the Code. The City agrees to cooperate with the Trustee and take all required action necessary to redeem the Bonds or to accomplish any other purpose contemplated by this Section 3.4.

if the monies in the Acquisition and Construction Fund available for payment of the Cost of the Project are not sufficient to pay the costs thereof in full, the Borrower agrees to pay directly the costs of completing the Project as may be in excess ofthe monies available therefor in the Acquisition and Construction Fund. The City does not make any warranty, either expressed or implied, that the monies which will be paid into the Acquisition and Construction Fund and which, under the provisions of this Agreement, will be available for pajonent of a portion of the Cost of the Project, will be sufficient to pay all the costs which will be incurred in that connection. The Borrower agrees that if after exhaustion ofthe monies in the Acquisition and Construction Fund the Borrower should pay any portion ofthe Cost ofthe Project pursuant to the provisions ofthis Section 3.4, it shall not be entitled to any reimbursement therefor from the City or from the Trustee, nor shall it be entitled to any diminution of the amounts payable under Section 4.2 hereof or under the Note. 94044 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Section 3.5 Investment Of Monies.

Any monies held as part of the Acquisition and Construction Fund shall be invested or reinvested by the Trustee, at the oral (promptly confirmed in writing) or written direction ofthe Authorized Borrower Representative, as provided in Article VII ofthe Indenture, in Investment Obligations specified by the Authorized Borrower Representative. Any monies held as a part ofthe Bond F\ind (including any monies held for the pajonent of a particular Bond) shall be invested or reinvested by the Trustee at the written direction of the Authorized Borrower Representative as provided in Article VII of the Indenture, to the extent permitted by law, in Investment Obligations, except to the extent Article VII of the Indenture requires that said monies be invested or reinvested solely in Governmental Obligations. Any such securities may be purchased at the offering or market price thereof at the time of such purchase. The Trustee may make any and all such investments through its own bond department. The investments so purchased shall be held by the Trustee and shall be deemed at all times a part of the Acquisition and Construction Fund or the Bond Fund, as the case may be, and the interest accruing thereon and any profit realized therefrom shall be credited to such fund and any net losses resulting from such investment shall be charged to such fund and paid by the Borrower.

Any monies held as part of the Bond Purchase Fund shall not be invested.

The Trustee, when authorized by the City and the Borrower, may trade wdth itself in the purchase and sale of securities for such investment. The Trustee shall not be responsible or liable for the performance or adverse tax consequences of any such investments or for keeping the monies held by it under the Indenture fully invested at all times other than in accordance with the instructions ofthe Borrower. Absent the provision of investment instructions hereunder or under the Indenture, the Trustee shall invest such amounts in Investment Obligations described in clause of the definition thereof, pending receipt of such instructions and shall not make any other investment of the monies held pursuant hereto; provided, however, that the Trustee shall notify the Borrower in the event any monies are being held uninvested pursuant hereto.

Although the City and the Borrower each recognize that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, the City and the Borrower hereby agree that confirmations of Investment Obligations are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month.

r 10/2/2002 REPORTS OF COMMITTEES 94045

Article IV.

Repayment Provisions.

Section 4.1 Bond Proceeds.

The City covenants and agrees, upon the terms and conditions ofthis Agreement, to lend the proceeds received from the sale of the Bonds to the Borrower in order to finance the Cost of the Project. Pursuant to said covenant and agreement, the City will issue the Bonds upon the terms and conditions contained in the Indenture and this Agreement, and will lend the proceeds of the Bonds to the Borrower by causing the Bond proceeds to be applied as provided in Article III hereof Such proceeds shall be disbursed by the Trustee to or on behalf of the Borrower as provided in Section 3.3 hereof.

Section 4.2 Repayment Of The Loan And Pajonent Of Other Amounts Payable.

(a) As evidence of obligation to repay the Loan made hereunder by the City, the Borrower will issue its Note to the Trustee in the principal amount ofThree Million Five Hundred Thousand DoUars ($3,500,000). The Note shall be dated the date of issuance and delivery of the Bonds, shall mature on , except as the provisions hereinafter set forth with respect to prepajonent may become applicable thereto. The Note shall bear interest on the unpaid principal amount thereof from the date ofthe Note at such rates equal to the interest rates from time to time bome by the Bonds, calculated on the same basis and to be paid at the same times as interest on the Bonds is calculated and paid from time to time. The Note shall be subject to prepajonent as herein provided. Pajonents of the principal of and premium, if any, and interest on the Note shall be made in lawdul money of the United States of America in federal or other immediately available funds. The Note shall be in substantially the same form as (Sub)Exhibit A attached hereto and made a part hereof. The City and the Borrower agree that the Note shall be payable to the Trustee. The Borrower covenants and agrees that the pajonents of principal of, premium, if any, and interest on the Note shall at all times be sufficient to enable the Trustee to pay when due the principal of, premium, ifany, and interest on the Bonds; provided that the excess amount (as hereinafter defined) held by the Trustee in the Bond Fund on a pajonent date shall be credited against the payment due on such date; and provided further, that, subject to the provisions ofthe immediately following sentence, if at any time the amount held by the Trustee in the Bond Fund should be sufficient (and remain sufficient) to pay on the dates required the principal of, premium, ifany, and interest on the Bonds then remaining unpaid, the Borrower shall not be obligated to make any further pajonents under the provisions of this Section 4.2(a) or on the Note. Notwithstanding the provisions of the 94046 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

preceding sentence, if on any date the excess amount held by the Trustee in the Bond Fund is insufficient to make the then required pajonents of principal (whether at maturity or upon redemption prior to maturity or acceleration), premium, ifany, and interest on the Bonds on such date, the Borrower shall forthwith pay such deficiency. Ifthe Borrower does not have funds to pay such deficiency, the general partner of the Borrower shall be obligated to pay such deficiency. The term "Excess Amount" as of any interest pajonent date shall mean the amount in the Bond Fund on such date in excess of the amount required for the payment of the principal of the Bonds which theretofore has matured at maturity or on a date fixed for redemption and premium, ifany, on such Bonds in all cases where Bonds have not been presented for pajonent and paid, or for the payment of interest which has theretofore come due in all cases where interest checks have not been presented for payment and paid.

If the Borrower shall fail to pay any installment of principal of, premium, if any, or interest on the Note or under this Section 4.2(a), the installment so in default shall continue as an obligation ofthe Borrower until the amount so in default shall have been fully paid, and the Borrower agrees to pay the same with interest thereon until paid (to the extent legally enforceable) at a rate equal to the rate borne by the Bonds from time to time from the due date thereof until paid.

(b) The Bonower also agrees to pay to the City, its costs, fees and expenses related to this Agreement, the Indenture, the Bonds and the Project at any time while this Agreement is in effect, including the fees and expenses of its counsel.

(c) The Borrower also agrees to pay to the Bond Registrar, the Tender Agent and the Trustee (i) the initial acceptance fee ofthe Trustee and the costs and expenses, including reasonable attorneys' fees, incurred by the Trustee in entering into and executing the Indenture, and (ii) during the term of this Agreement (A) an amount equal to the annual fee of the Trustee for the ordinary services of the Trustee, as trustee, rendered and ordinary expenses incurred under this Agreement, the Note and the Indenture, including reasonable attorneys' fees, as and when the same become due, (B) the fees, charges and expenses ofthe Placement Agent, the Bond Registrar and the Tender Agent, as and when the same become due, and (C) the fees, charges and expenses ofthe Trustee for the necessaiy extraordinary services rendered by it and extraordinary expenses incurred by it under this Agreement, the Note and the Indenture, including reasonable attorneys' fees, as and when the same become due.

(d) The Borrower also agrees to pay all fees, charges and expenses of the Remarketing Agent, as set forth in the Remarketing Agreement, in canying out duties and obligations and performing services under and pursuant to the Indenture and the Remarketing Agreement. 10/2/2002 REPORTS OF COMMITTEES 94047

(e) In addition to the pajonents required to be made by the Bonower pursuant to the foregoing subsections ofthis Section 4.2 and the Note, the Borrower agrees to pay to the Tender Agent amounts sufficient to pay the purchase price of any Bonds to be purchased pursuant to Section 4.1 or Section 4.2 ofthe Indenture, on the purchase date ofsuch Bonds as set forth in said Section 4.1 or said Section 4.2, as the case may be. All such pajonents shall be made to the Tender Agent iri lawful money of the United States of America in federal or other immediately available funds at the principal corporate trust office of the Tender Agent.

(f) If the Borrower is in default under any provision of this Agreement or the Land-Use Restriction Agreement, after giving effect to applicable notice and cure provisions the Borrower also agrees to pay to the City and the Trustee all fees and disbursements by such persons and their agents (including attorneys' fees and expenses) which are connected therewith or incidental thereto, except to the extent such fees and disbursements are paid from monies available therefor under the Indenture.

(g) Upon the written demand of the Trustee, the Borrower also agrees to pay to the Trustee, on behalfofthe City, any amount required to be rebated to the United States of America pursuant to the Tax Agreement, to the extent that funds are not available therefor under the Indenture. If the Borrower does not have funds available for such purpose, the general partner of the Borrower shall pay such amounts. The obligation ofthe general partner to make such pajonents shall be a personal obligation of the general partner, and no lien or claim shall be made by such general partner against the revenues and assets ofthe Project Facilities. The general partner's obligation to make such payments in its personal capacity shall be evidenced by the general partner's execution and acceptance ofthis Agreement.

(h) If the Trustee is authorized and directed to draw monies under the Letter of Credit in accordance with the provisions of the Indenture to the extent necessary to pay the principal of, premium, ifany, and interest on the Bonds if and when due, any monies derived from a drawing under the Letter of Credit shall constitute a credit against the obligation of the Borrower to make corresponding pajonents on the Note and under subsection (a) of this Section 4.2. Drawdngs under the Letter of Credit to pay the purchase price of Bonds when due and remarketing proceeds available for such purpose shall constitute a credit against the obligation of the Borrower to make corresponding payments under subsection (e) ofthis Section 4.2.

(i) If the date when any of the pajonents required to be made by this Section 4.2 is not a Business Day, then such pajonents may be made on the next Business Day with the same force and effect as if made on the nominal due date, and no interest shall accrue for the period after such date.

(j) The Bonower shall have, and is hereby granted, the option to elect to convert the interest rate borne by the Bonds to the Flexible Rate pursuant tO the provisions 94048 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

of Section 2.2 of the Indenture, subject to the terms and conditions set forth therein.

Section 4.3 No Defense Or Set-Off; Unconditional Obligation.

The obligations of the Borrower to make the payments required in Section 4.2 hereof and pursuant to the Note and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional, irrespective of any defense or any rights of set-off, recoupment or counterclaim the Bonower might otherwise have against the City, the Trustee, the Tender Agent, the Pajdng Agent, the Bond Registrar, the Remarketing Agent or the Bank. The Bonower shall pay during the term ofthis Agreement the payments to be made on account ofthe Loan as prescribed in Section 4.2 hereof and all other pajonents required hereunder free of any deductions and without abatement, diminution or set-off other than those herein expressly provided. Until such time as the principal of, premium, ifany, and interest on the Note and the Bonds shall have been fully paid, or provision for the payment thereof shall have been made in accordance with the Indenture, the Borrower: (i) will not suspend or discontinue any payments provided for in Section 4.2 hereof or the Note; (ii) will perform and observe all of its agreements contained in this Agreement; and (iii) will not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, its failure to complete the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, destruction of or damage to the Project, commercial frustration of purpose, any change in the tax laws ofthe United States of America or the State or any political subdivision thereof, or any failure ofthe City, the Trustee or the Bank to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement, except to the extent permitted by this Agreement. The provisions ofthis Section 4.13 are subject to Section 8.14 hereof.

Section 4.4 Assignment And Pledge Of Issuer's Rights.

As security for the pajonent of the Bonds, the City will assign and pledge to the Trustee all right, title and interest ofthe City in and to this Agreement and the Note, including the right to receive pajonents hereunder and thereunder (except for certain rights reserved under the Indenture), and hereby directs the Borrower to make said pajonents directly to the Trustee. The Borrower herewith assents to such assignment and pledge and will make payments directly to the Trustee without defense or set-off by reason ofany dispute between the Bonower and the City or the Trustee. 10/2/2002 REPORTS OF COMMITTEES 94049

Article V.

Special Covenants And Agreements.

Section 5.1 Issuer's And Trustee's Right Of Access To The Project.

The Borrower agrees that during the term of this Agreement the City and the Trustee and their duly authorized agents shall have the right during regular business hours, with reasonable notice, to enter upon the Project Facilities and examine and inspect the Project Facilities.

Section 5.2 Release And Indemnification Covenants.

(a) The Borrower shall indemnify and hold the City (including any official, agent, officer, director or employee thereof and counsel to the City) harmless against any and all claims asserted by or on behalf of any person, firm, corporation, private or municipal, or other entity arising or resulting from, or in any way connected with (i) the financing, design, rehabilitation, installation, operation, use or maintenance of the Project Facilities, (ii) the violation by the Borrower of any agreement, warranty, covenant or condition of this Agreement, the Land-Use Restriction Agreement, any other contract, agreement or restriction relating to the Project, or any law, ordinance, regulation or court order affecting the Project or the ownership, occupancy or use thereof, (iii) any act, including negligent acts, failure to act or misrepresentation by any person, firm, corporation, governmental authority or other entity, including the City, in connection with the issuance, sale or delivery of the Bonds, (iv) any act, failure to act or misrepresentation by the City in connection with, or in the performance of any obligation related to the issuance, sale and delivery of the Bonds or under this Agreement or the Indenture, or any other agreement executed by or on behalf of the City, including all liabilities, costs and expenses, including attorneys' fees, incuned in any action or proceeding brought by reason ofany such claim. Ifany action or proceeding is brought against the City by reason of any such claim, such action or proceeding shall be defended against by counsel as the City shall determine, and the Borrower shall indemnify the City for costs of such counsel. The Bonower upon notice from the City shall defend such an action or proceeding on behalf of the City. The Bonower shall also indemnify the City from and against all costs and expenses, including attorneys' fees, lawfully incurred in enforcing any obligation of the Borrower under this Agreement. Notwithstanding the foregoing, nothing contained in this subsection shall be construed to indemnify or release the City from any liability which it would otherwise have had arising from the gross negligence, intentional misrepresentation or willful misconduct on the part of the City, or any official, officers, employees, agents or representatives of the City acting in their capacities other than as contemplated by this Agreement. 94050 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

(b) The Bonower shall indemnify and hold the Tmstee, the Bond Registrar, any person who "controls" the Bond Registrar or the Trustee within the meaning of Section 15 of the Securities Act of 1933, as amended, and any member, officer, director, official and employee of the Placement Agent, the Remarketing Agent, the Bond Registrar or the Trustee (collectively called the "Indemnified Parties") harmless from and against, any and all claims, damages, demands, expenses, liabilities and losses of every kind, character and nature asserted by or on behalf of any person arising out of, resulting from, or in any way connected with, (i) the condition, use, possession, conduct, management, planning, design, acquisition, rehabilitation, installation, renovation or sale ofthe Project Facilities or any part thereof or (ii) the issuance, sale or delivery ofthe Bonds, unless the liability described in this clause (ii) results from the negligence, intentional misrepresentation or willful misconduct of any of the Indemnified Parties. The Borrower also covenants and agrees, at its expense, to pay, and to indemnify and hold the Indemnified Parties harmless of, from and against, all costs, reasonable attorneys' fees, expenses and liabilities incurred in any action or proceeding brought by reason of any such claim or demand. Iri the event that any action or proceeding is brought against the Indemnified Parties by reason ofany such claim or demand, the Indemnified Parties shall immediately notify the Borrower, which shall defend any action or proceeding on behalf of the Indemnified Parties, including the employment of counsel, the payment of all expenses and the right to negotiate and consent to settlement. Any one (1) or more ofthe Indemnified Parties shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses pf such counsel shall be at the expense of such Indemnified Parties unless the emplojonent of such counsel has been specifically authorized by the Borrower. If such separate counsel is employed, the Bonower may join in any such suit for the protection ofits own interests. The Borrower shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of the Bonower or if there be a final judgment for the plaintiff in any such action, the Borrower agrees to indemnify and hold hannless the Indemnified Parties.

(c) The Borrower shall indemnify and hold each of the Trustee, Bond Registrar, Pajdng Agent and Tender Agent harmless from and against, any and all claims, damages, demands, expenses, liabilities and losses of every kind, character and nature asserted by or on behalf of any person arising out of, resulting from, or in any way connected with its acceptance or exercise ofthe powers and duties of such office under the Indenture and, in the case of the Trustee, as the assignee, transferee and pledgee of all right, title and interest of the City in and to this Agreement and sums payable hereunder, which are not due to negligence or willful misconduct of the party seeking indemnification, as well as the reasonable costs and expenses of defending against any claim of liability.

Section 5.3 Records Of Borrower.

The City and the Trustee shall be permitted, after reasonable notice during regular 10/2/2002 REPORTS OF COMMITTEES 94051

business hours during the term of this Agreement, to examine the books and records of the Borrower wdth respect to the Project.

Section 5.4. Tax-Exempt Status.

(a) Neither the City nor the Borrower shall cause any proceeds ofthe Bonds to be expended except pursuant to the Indenture. The Borrower shall not (1) requisition or otherwise allow any pajonent out of proceeds of the Bonds (i) if such payment is to be used for the acquisition ofany property (or an interest therein) unless the first use of such property is pursuant to such acquisition, provided that this clause (i) shall not apply to any building (and the equipment purchased as a part thereof, if any) ifthe "rehabilitation expenditures", as defined in Section 147(d) ofthe Code, with respect to the building equal or exceed fifteen percent (15%) ofthe portion of the cost of acquiring the building (including such equipment) financed with the proceeds ofthe Bonds, (ii) if as a result ofsuch pajonent, twenty-five percent (25%) or more of the proceeds of the Bonds would be considered as having been used directly or indirectly for the acquisition ofland (or an interest therein), (iii) if, as a result of such pajonent, less than ninety-five percent (95%) of the net proceeds of the Bonds expended at the time of such requisition would be considered as having been used for costs ofthe acquisition, construction, reconstruction or improvement of residential rental property within the meaning of the Code, or (iv) if such payment is used to pay issuance costs (including attorneys' fees and placement fees) in excess of an amount equal to two percent (2%) of the principal amount of the Bonds; (2) take or omit, or permit to be taken or omitted, any other action with respect to the use of such proceeds the taking or omission ofwhich would result in the loss of exclusion of interest on fhe Bonds from gross income for purposes of federal income taxation; or (3) take or omit, or permit to be taken or omitted, any other action the taldng or omission ofwhich would cause the loss ofsuch exclusion. Without limiting the generality ofthe foregoing, the Bonower shall not permit (i) the proceeds of the Bonds to be used directly for the acquisition of land (or an interest therein) or so that any of such proceeds is used for the acquisition of land (or an interest therein) to be used for farming purposes or (ii) any of the proceeds of the Bonds to be used to provide any airplane, skybox or other private luxury box, any health club facility, any facility primarily used for gambling or any store the principal business of which is the sale of alcoholic beverages for consumption off premises.

(b) On or before ______2007, the Borrower shall provide to the Trustee and the City a written certificate of the Authorized Borrower Representative stating that either (a) no rebate pajonents are then required to be made to the United States of America because of the existence of one (1) or more exceptions from the rebate provisions contained in Section 148(f) ofthe Code and the United States Treasury Regulations relating to the tax-exempt bond provisions of the Code (the "Rebate Provisions"), or (b) the Borrower has made (or caused to be made) a calculation of the amount of rebate owed pursuant to the Rebate Provisions and either (i) no 94052 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

rebate was then due and owing with respect to the Bonds, or (ii) rebate (the amount of which shall be specified) has been paid to the United States of America with respect to the Bonds. The Borrower acknowledges that its obligations under this section are supplemental to, and not in lieu of, the Rebate Provisions set forth in the Tax Agreement.

Section 5.5 Taxes And Governmental Charges.

The Bonower hereby covenants and agrees that it will promptly pay, as the same become due, all lawful taxes, assessments, utility charges and other govemmental charges ofany kind whatsoever levied or assessed by federal, state or any municipal government upon or with respect to the Project Facilities or any part thereof or any pajonents under this Agreement and the Note. The Borrower may, at its expense and in its own name and behalf, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, pennit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom, provided that during such period enforcement of any such contested item shall be effectively stayed.

Section 5.6 Maintenance And Repair; Insurance.

The Borrower hereby covenants and agrees that it will maintain the Project Facilities in a safe and sound operating condition, making from time to time all needed material repairs thereto, and shall maintain amounts of insurance coverage with respect to the Project Facilities as may be required by the City and/or the Bank, and shall pay all costs of such maintenance, repair and insurance.

Section 5.7 Letter Of Credit.

(a) On or prior to the issuance, sale and delivery of the Bonds to the purchaser or purchasers thereof pursuant to Section 2.6 ofthe Indenture, the Borrower hereby covenants and agrees to obtain and deliver to the Trustee the initial, irrevocable, transferable Letter of Credit to be issued by the Bank in favor of the Trustee for the benefit of the owners from time to time of the Bonds in the form of Appendix B to the initial Reimbursement Agreement. The initial Letter of Credit shall be dated the date of issuance and delivery of the Bonds; shall expire on , 2007 unless otherwise extended in accordance with the terms and provisions of subsection (b) below and the Reimbursement Agreement; shall be in the amount of (i) the aggregate principal amount of the Bonds (A) to enable the Trustee to pay the principal of the Bonds at maturity, upon call for redemption prior to maturity or acceleration, and (B) to enable the Trustee to pay the portion of purchase price of Bonds tendered or deemed to be tendered to the Trustee for purchase, equal to the aggregate principal amount ofsuch Bonds, plus (ii) an amount equal to the interest 10/2/2002 REPORTS OF COMMITTEES 94053

to accrue on the Bonds for forty-five (45) days at the Cap Rate, (A) to enable the Trustee to pay interest accrued on the Bonds on the dates and in the manner set forth in the Indenture, and (B) to enable the Trustee to pay the portion of the purchase price of Bonds tendered or deemed to be tendered to the Trustee for purchase, equal to the accrued interest on such Bonds.

(b) During the Weekly Period, except as hereinafter provided, at any time prior to the forty-fifth (45'*') day prior to the interest pajonent date on the Bonds immediately preceding the Stated Expiration Date of the Letter of Credit, the Bonower may, at its option, provide for the extension of the term of the Letter of Credit. Any such extension shall be to the fifteenth (15''') day of any calendar month at least one (1) year after the Stated Expiration Date of the existing Letter of Credit. In connection therewith the Borrower shall furnish proof of such extension, in the form of an amendment to the Letter of Credit evidencing such extension, to the Tmstee no later than the thirty-fifth (35'*') day prior to the interest pajonent date on the Bonds immediately preceding the Stated Expiration Date of the Letter of Credit.

(c) Subject to the provisions of Section 2.10 of the initial Reimbursement Agreement and any similar prorision ofany subsequent Reimbursement Agreement, while a Letter of Credit is in effect, the Borrower may, at its option, deliver to the Trustee a substitute Letter of Credit in substitution for the existing Letter of Credit at any time prior to the forty-fifth (45'*') day prior to the interest payment date on the Bonds immediately preceding the Stated Expiration Date ofthe Letter of Credit. The substitute Letter of Credit shall be an irrevocable, direct-pay, transferable letter of credit ofa commercial bank in substantially the same form and tenor as the existing Letter of Credit. The stated amount ofthe substitute Letter of Credit shall equal the then Outstanding principal amount of the Bonds, must provide coverage in an amount at least equal to the sum of (A) the aggregate principal amount of Bonds (other than Pledged Bonds or Borrower Bonds) at the time Outstanding, plus (B) Adequate Interest Coverage for the period to be covered by the Letter of Credit, plus (C) with respect to Bonds in a Flexible Mode any redemption premium payable in connection wdth an optional redemption or mandatory purchase of the Bonds.

In order to avoid a mandatory tender ofthe Bonds pursuant to Section 4.2 ofthe Indenture, the Borrower shall, simultaneously with the delivery of the substitute Letter of Credit to the Tmstee, furnish to the Trustee written evidence from each Rating Agency by which the Bonds are then rated, if any, to the effect that such Rating Agency has reviewed the proposed substitute Letter of Credit and that the substitution of the proposed substitute Letter of Credit for the existing Letter of Credit will not, by itself, result in the reduction or withdrawal ofthe rating assigned to the Bonds from that which then prevails; provided that, ifthe Bonds are not then rated by a Rating Agency, the Borrower shall furnish to the Trustee evidence that the provider of the substitute Letter of Credit has a commercial paper credit rating from Moody's or S86P at least equal to the higher of the then commercial paper credit ratings from Moody's and S86P ofthe Bank which provided the Letter of Credit for which the substitute Letter of Credit is being issued. 94054 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Simultaneously with the delivery ofany substitute Letter of Credit to the Trustee, the Borrower must also provide the Trustee with written evidence from the Bank which issued the existing Letter of Credit that the Borrower shall have paid all ofits obligations under the Reimbursement Agreement to such Bank (other than any obligations with respect to reimbursement for drawings under the Letter of Credit to purchase Bonds tendered or deemed tendered for purchase pursuant to Section 4.1 or Section 4.2 ofthe Indenture, which obligations are not yet due and owdng under the Reimbursement Agreement) and shall have paid all other amounts due and owing under the Reimbursement Agreement pursuant to which the existing Letter of Credit was issued (except as aforesaid). Simultaneously with the delivery of such substitute Letter of Credit to the Trustee, the Borrower shall also provide the Trustee with an opinion of Bond Counsel to the effect that such substitute Letter of Credit is authorized under this Agreement, complies with the terms hereof and will not have an adverse effect on the exclusion of the interest on the Bonds from gross income for purposes of federal income taxation. Ifthe Bonower shall fail to furnish to the Trustee woitten evidence of pajonent to the Bank as aforesaid together with such opinion of Bond Counsel, the Tmstee shall not be deemed to have received the substitute Letter of Credit and shall not surrender the existing Letter of Credit. Upon delivery of a substitute Letter of Credit and the foregoing evidence and opinion, the Trustee is authorized to surrender the existing Letter of Credit and to approve the cancellation of the existing Letter of Credit.

(d) On or after the Conversion Date, the Borrower may, at its option, provide for the delivery to the Trustee of an Alternate Credit Facility to either supplement a Letter of Credit, replace a Letter of Credit or provide credit enhancement if no Letter of Credit is then in effect. An Alternate Credit Facility must be sufficient to cover the full amount of principal and interest on the Bonds (covering at least the amount of interest specified in (c) above). Any Alternate Credit Facility shall be payable to the Trustee for the benefit of the owners of the Bonds and shall have administrative provisions reasonably satisfactory to the Trustee. Simultaneously with the delivery of such an Alternate Credit Facility to the Trustee, the Borrower shall provide the Trustee with (i) an opinion of Bond Counsel to the effect that the delivery of such Alternate Credit Facility is authorized under this Agreement, complies with the terms hereof and will not have an adverse effect on the exclusion of the interest on the Bonds from gross income for purposes of federal income taxation (ii) an opinion of counsel to the issuer of such Alternate Credit Facility to the effect that the Alternate Credit Facility is a valid and binding obligation of the Bank enforceable in accordance wdth its terms, subject to usual exceptions relating to bankruptcy and insolvency, and (iii) if the Alternate Credit Facility is replacing an existing Letter of Credit, written evidence of maintenance of ratings and pajonent of all obligations owdng the existing Bank as provided in subsection (c) above. The Borrower hereby covenants and agrees to give the City, the Tmstee, the Bank and the Remarketing Agent written notice of intention to deliver any such Altemate Credit Facility at least fifteen (15) Business Days prior to the date on which the Borrower expects to deliver 10/2/2002 REPORTS OF COMMITTEES 94055

such Altemate Credit Facility. During the Weekly Mode, upon the delivery of an Alternate Credit Facility, the Bonds shall be subject to mandatoiy purchase pursuant to Section 4.2(iii) ofthe Indenture. During the Flexible Mode, an existing Letter of Credit may not be replaced prior to the expiration date of the then applicable Flexible Period with an Altemate Credit Facility unless the substitution occurs on a date on which all Bonds may be optionally redeemed pursuant to Section 3.1 of the Indenture and the mandatory purchase price payable upon the mandatory purchase of the Bonds as a result of such substitution includes a premium equal to the redemption premium, if any, at that time payable pursuant to the optional redemption provisions ofSection 3.1 ofthe Indenture.

(e) If the Letter of Credit is set to expire and the Borrower does not intend to deliver a substitute Letter of Credit to the Trustee, the Borrower shall, on or before the thirty-fifth (35'*') day prior to the interest payment date immediately preceding the Stated Expiration Date, give written notice to the City, the Trustee, the Remarketing Agent and the Bank that the Borrower does not intend to deliver such a substitute Letter of Credit to the Trustee prior to the Stated Expiration Date.

Section 5.8 Environmental Laws.

The Borrower will comply with the requirements of all federal, state and local environmental and health and safety laws, mles, regulations and orders applicable to or pertaining to the Project Facilities.

Section 5.9 Annual Certificate.

The Borrower will furnish to the City and to the Trustee within one hundred twenty (120) days after the close of the Bonower's fiscal year, a certificate of the Borrower signed by the Authorized Bonower Representative stating that the Borrower has made a review of its activities during the preceding fiscal year for the purpose of determining whether or not the Borrower has complied with all of the terms, provisions and conditions of this Agreement and the Land-Use Restriction Agreement and the Borrower has kept, observed, performed and fulfilled each and every covenant, provision and condition of this Agreement and the Land-Use Restriction Agreement on its part to be performed and is not in default in the performance or observance ofany ofthe terms, covenants, provisions or conditions hereof, or if the Borrower shall be in default such certificate shall specify all such defaults and the nature thereoL Additionally, the Borrower shall furnish to the City and the Trustee, if so requested, such information as may be reasonably requested in writing from time to time relative to compliance by the Borrower with the provisions of this Agreement and the Land-Use Restriction Agreement. 94056 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Section 5.10 Bonower To Maintain Its Partnership Existence; Conditions Under Which Exceptions Pennitted.

The Borrower agrees that during the term of this Agreement and so long as any Bond is Outstanding, it will maintain its existence as an Illinois limited partnership, will not dissolve or otherwise dispose ofali or substantially all ofits assets, and will not consolidate with or merge into another entity or permit one or more entities to consolidate with or merge into it.

Section 5.11 Continuing Disclosure Undertaking.

If the Bonds become subject to the continuing disclosure requirements of Rule 15c2-12 (the "Rule") adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the Borrower shall comply with all applicable requirements of the Rule, including the execution of a continuing disclosure undertaking required by the Rule.

Article VI

Events Of Default And Remedies.

Section 6.1. Events Of Default.

The occurrence and continuation of any one of the following shall constitute an Event of Default hereunder:

(a) failure by the Borrower to pay any amounts required to be paid as principal, premium, if any, or interest under this Agreement or under the Note, including, without limitation. Section 4.2(a) or 4.2(e) hereof, on the dates and in the manner specified therein or herein; or

(b) failure by the Borrower to observe or perform any covenant, condition or agreement on its part to be observed or performed in this Agreement, other than as referred to in subsection (a) above, for a period of thirty (30) days after written notice, specifjdng such failure and requesting that it be remedied, is given to the Borrower by the City, the Trustee or the Bank. If a default other than as described in subsection (a) above is not reasonably capable of being cured within thirty (30) days, then the City and the Trustee shall agree in writing to an extension of such time for such period as they determine reasonable prior to expiration provided that the Bonower is diligently pursuing a cure; or 10/2/2002 REPORTS OF COMMITTEES 94057

(c) the dissolution or liquidation pf the Borrower or the filing by the Borrower of a voluntary petition in bankruptcy, or failure of the Bonower to promptly lift any execution, garnishment or attachment ofsuch consequence as will impair its ability to cany on its obligations hereunder, or an order for relief under Title 11 ofthe United States Code, as amended from time to time, is entered against the Borrower, or a petition or answer proposing the entry of an order for relief against the Bonower under Title 11 of the United States Code, as amended from time to time, or reorganization, arrangement or debt readjustment under any present or future federal bankmptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged within ninety (90) days after the filing thereof, or the Borrower shall fail generally to pay its debts as they become due, or a custodian (including without limitation a receiver, trustee, assignee for the benefit of creditors or liquidator of the Borrower) shall be appointed for or take possession of all or a substantial part of its properties and shall not be discharged within ninety (90) days after such appointment or taking possession, or the Bonower shall consent to or acquiesce in such appointment or taking possession, or assignment by the Borrower for the benefit ofits creditors, or the entry by the Borrower into an agreement of composition with its creditors, for its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state laws; or

(d) any warranty, representation or other statement made by or on behalfofthe Borrower contained herein, or in any document or certificate furnished by the Borrower in compliance with or in reference hereto, is false or misleading in any material respect; or

(e) an "Event of Default" shall occur and be'continuing under the Indenture.

Section 6.2 Remedies On Default.

Whenever any Event ofDefault shall have occurred and be continuing hereunder, the City or the Trustee may take any one (1) or more of the following remedial steps:

(a) The Trustee may exercise any right, power or remedy permitted to it by law as a holder of the Note, and shall have in particular, without limiting the generality of the foregoing, the right to declare the entire principal and all unpaid interest accrued on the Note to the date of such declaration and any premium the Borrower shall have become obligated to pay to be immediately due and payable, if concurrently with or prior to such notice the unpaid principal of and all unpaid accrued interest and premium on the Bonds have been declared to be due and payable under the Indenture, and upon such declaration the Note and the unpaid accrued interest thereon and such premium shall thereupon become forthwith due and payable in an amount sufficient to pay the principal of, premium, if any, and interest on the Bonds under Section 9.2 of the Indenture, without presentment, demand or protest, all of which is hereby expressly waived. The 94058 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Bonower shall forthwith pay to the Trustee the entire principal of, premium, if any, and interest accmed on the Note.

(b) The City and the Trustee shall waive, rescind and annul such declaration and the consequences thereof, when any declaration of acceleration on the Bonds has been waived, rescinded and annulled pursuant to and in accordance with Section 9.2 ofthe Indenture.

(c) The City or the Tmstee may take whatever action at law or in equity may appear necessaiy or desirable to collect the pajonents and other amounts then due and thereafter to become due or to enforce the performance and observance ofany obligation, agreement or covenant ofthe Borrower under this Agreement.

In case the City or the Trustee shall have proceeded to enforce its rights under this Agreement or the Note, and such proceedings shall have been discontinued or abandoned for any reason or shall have been detemiined adversely to the City or the Trustee, as the case may be, then and in every such case the Borrower, the City and the Trustee shall be restored respectively to their several positions and rights hereunder and under the Note, and all rights, remedies and powers ofthe Bonower, the City and the Trustee shall continue as though no such proceeding had been taken.

In case there shall be pending proceedings for the bankruptcy of the Borrower under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property ofthe Borrower, or in the case ofany other similar judicial proceedings relative to the Borrower, or to the property of the Borrower, the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwdse, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and the Note and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee allowed in such judicial proceedings relative to the Borrower, its creditors or its property, and to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute the same after the deduction of charges and expenses; such charges and expenses are intended to constitute expenses of administration under federal bankruptcy laws or any other applicable laws and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such pajonents to the Trustee, and to pay to the Trustee any amount due it for compensation and expenses, including reasonable attorneys' fees incurred by it up to the date of such distribution

Section 6.3 Agreement To Pay Attorney's Fees And Expenses.

Ifthe City or the Trustee should employ attomeys or incur other expenses for the 10/2/2002 REPORTS OF COMMITTEES 94059

collection ofthe pajonents due under this Agreement or the Note or the enforcement of the performance or observance of any obligation or agreement on the part of the Borrower contained herein, the Borrower agrees that it will on demand therefor pay to the City or the Trustee the fees of such attorneys and such other expenses so incuned by the City or the Trustee.

Section 6.4 No Remedy Exclusive.

No remedy herein conferred upon or reserved to the City or the Trustee is intended to be exclusive ofany other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement and the Indenture now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power and accruing upon any Event ofDefault hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the City to exercise any remedy reserved to it in this Article VI, it shall not be necessary to give any notice other than such notice as may be herein expressly required. Such rights and remedies as are given the City hereunder shall also extend to the Trustee, and the Trustee and the owners from time to time of the Bonds shall be deemed third party beneficiaries of all covenants and agreements contained herein.

Section 6.5 No Additional Waiver Implied By One Waiver.

Ifany agreement contained in this Agreement should be breached by the Borrower and thereafter waived by the City or the Trustee, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.

Article vn.

Prepayment Of Note.

Section 7.1 ObUgation To Prepay The Note.

Upon the occurrence ofa Determination of Taxability the Borrower shall have, and hereby accepts, the obligation to prepay the principal of the Note as a whole, and not in part, on any date within sixty (60) days after the occurrence of a Determination of Taxability, for redemption ofthe Bonds pursuant to Section 3.1 (c) of the Indenture. The amount to be prepaid pursuant to this Section 7.1 in such 94060 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

event shall be one hundred percent (100%) of the then outstanding principal amount ofthe Bonds (or one hundred three percent (103%) ofthe then outstanding principal amount of the Bonds during the Fixed Rate Period) plus accrued interest to the date fixed for redemption.

Section 7.2 General Option To Prepay The Note.

The Borrower shall have, and is hereby granted, the option to prepay the principal of the Note as a whole, or in part, by pajdng to the Trustee an amount sufficient to redeem all or a portion of the Bonds then Outstanding, in the manner, at the redemption prices (including premium, if any), from the sources and on the dates specified in Sections 3.1(a) and 3.1(b) ofthe Indenture.

Section 7.3 Redemption Of The Bonds.

To perform an obligation imposed upon the Borrower or to exercise an option granted to the Borrower by this Article VII, the Bonower shall give written notice to the City, the Trustee and the Bank which notice shall specify therein the date upon which prepayment ofthe Note (or a portion thereof) will be made, which date shall be not less than forty (40) days from the date the notice is mailed, and shall specify that all of the principal amount of the Note or a specified portion thereof is to be so prepaid. On or before the date such notice is given to the Bank, the Bonower shall obtain the consent ofthe Bank to such redemption required by Section 7.19(c) of the initial Reimbursement Agreement or any similar provision of any subsequent Reimbursement Agreement. The Trustee shall take all steps (other than the payment of the money required to redeem the Bonds) necessary under the applicable provisions of the Indenture to effect the redemption of the Bonds (or a portion thereof) in amounts equal to the amount of the principal of the Note so prepaid as provided in this Article VII.

Ariicle vm.

Miscellaneous.

Section 8.1 Notices.

All notices, certificates or other communications shall be sufficiently given and shall be deemed given when the same are (a) deposited in the United States mail and sent by first class mail, postage prepaid, or (b) delivered, in each case, to the parties at the addresses set forth below or at such other address as a party may 10/2/2002 REPORTS OF COMMITTEES 94061

designate by notice to the other parties:

IfTo The City: City of Chicago Department of Housing 318 South Michigan Avenue Chicago, Illinois 60604 Attention: Commissioner, Departmentof Housing

with copies to:

City of Chicago Office of the Corporation Counsel City Hall - Room 600 121 North LaSalle Street Chicago, Illinois 60602 Attention: Finance and Economic Development Division

City of Chicago Office of the Comptroller 33 North LaSalle Street, Suite 600 Chicago, Illinois 60602 Attention: Comptroller

IfTo The Borrower: Hyde Park Redevelopment Associates Limited Partnership In care of DRE, Inc. 800 South Milwaukee Avenue Suite 170 LibertyviUe, Illinois 60048 Attention: Dennis Egidi

with a copy to:

Krasnow, Sanberg, Cornblath 85 Hobbs 500 North Dearborn Street Second Floor Ghicago, Illinois 60610 Attention: Henry Krasnow 94062 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Newbanks Law Firm, L.L.C. 6934 Miami Avenue Suite 9 Cincinnati, Ohio 45243 Attention: Ronal Newbanks

If To The Trustee:

If To The Bank:

If To The Remarketing Agent:

Attention:

A duplicate copy ofeach notice, certificate or other communication given hereunder by either the City or the Borrower to the other shall also be given to the Tmstee, the Remarketing Agent and the Bank.

Section 8.2 Assignments.

This Agreement may not be assigned by either party without the consent of the other and the Trustee and the Bank, except that the City shall assign and pledge 10/2/2002 REPORTS OF COMMITTEES 94063

to the Trustee all right, title and interest in and to this Agreement as provided by Section 4.4 hereof. No transfer oftitle to the Project Facilities shall be made unless the transferee assumes all ofthe duties ofthe Borrower under this Agreement and the Land-Use Restriction Agreement, provided that such assumption may contain an exculpation ofthe assignee from personal liability with respect to any obligation hereunder. Upon the assumption ofthe duties ofthe Borrower, the Bonower shall be released from all executory obligations so assumed.

Section 8.3 Severability.

Ifany provision ofthis Agreement shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatsoever.

Section 8.4 Execution Of Counterparts.

This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument; provided that for purposes of perfecting a security interest in this Agreement by the Trustee under Article 9 of the Uniform Commercial Code of the State, only the counterpart assigned, pledged and delivered to the Trustee shall be deemed the original.

Section 8.5 Amounts Remaining In Any Fund Or With Trustee.

It is agreed by the parties hereto that after pajonent in full of (a) the principal of, premium, if any, and interest on the Bonds, (b) the fees, charges and expenses of the City, the Trustee, the Bond Registrar and the Remarketing Agent in accordance herewdth and with the Indenture, the Note and the Remarketing Agreement (the pajonent of which fees, charges and expenses shall be evidenced by a written certification of the Borrower that it has fully paid all such fees, charges, and (d) expenses) and (c) all other amounts required to be paid under this Agreement, the Note and the Indenture and, thereafter, any other amounts due to the City, including, but not limited to, all taxes, water bills and parking tickets owed to the City, any amounts remaining in any fund or account maintained under this Agreement or the Indenture and not applied to the principal of, premium, if any, and interest on the Bonds shall belong to and be paid to the Borrower by the Trustee; provided that ifthe Tmstee shall have drawn under the Letter of Credit, the Trustee shall request a written statement from the Bank as to whether or not the Bank has been reimbursed by the Bonower for any and all such drawings under the Reimbursement Agreement (other than an obligation for a drawing under the Letter of Credit to purchase Bonds tendered or deemed to be tendered for purchase 94064 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

pursuant to Section 4.1 or Section 4.2 ofthe Indenture, which obligations are not due and owing under the Reimbursement Agreement and except to the extent any other obligations are disputed in good faith), such amounts remaining in the Bond Fund or the Bond Purchase Fund shall, upon written notice from the Bank that the Borrower has not reimbursed the Bank under the Reimbursement Agreement for any such drawing under the Letter of Credit (which notice shall state the unreimbursed amount), shall be deemed to constitute property ofand be paid to the Bank by the Trustee to the extent that the Borrower has not so reimbursed the Bank.

Section 8.6 Amendments, Changes And Modifications.

Except as otherwise provided in this Agreement or the Indenture, subsequent to the initial issuance ofthe Bonds and prior to their pajonent in full, this Agreement may not be effectively amended, changed, modified, altered or terminated except in the manner provided in the Indenture.

Section 8.7 Governing Law.

This Agreement shall be governed exclusively by and construed in accordance wdth the applicable law of the State.

Section 8.8 Authorized Borrower Representative.

Whenever under the provisions of this Agreement the approval of the Borrower is required or the Borrower is required to take some action at the request of the City, the Trustee or the Bank, such approval or such request shall be given for the Borrower by the Authorized Borrower Representative, and the City, the Trustee and the Bank shall be authorized to act on any such approval or request and neither party hereto shall have any complaint against the other or against the Trustee or the Bank as a result of any such action taken.

Section 8.9 Terms Of This Agreement.

This Agreement shall be in full force and effect from the date hereof, and shall continue in effect until the pajonent in full of all principal of, premium, if any, and interest on the Bonds, or provision for the payment thereof shall have been made pursuant to Article VIII ofthe Indenture, all fees, charges and expenses ofthe City, the Trustee, the Bond Registrar, the Placement Agent and the Remarketing Agent have been fully paid or prorision made for such payment (the payment of which fees, charges, indemnities and expenses shall be evidenced by a woitten certification of the Borrower that it has fully paid all such fees, charges, indemnities and 10/2/2002 REPORTS OF COMMITTEES 94065

expenses) and all other amounts due hereunder and under the Note have been duly paid or provision made for such pajonent. All representations, certifications and covenants by the Borrower as to the indemnification of various parties as described in Section 5.2 hereof, the pajonent of fees and expenses ofthe City as described in Sections 4.2(b) and 6.3 hereof and all matters affecting the tax-exempt status ofthe interest on Bonds shall survive the termination of this Agreement.

Section 8.10 Binding Effect.

This Agreement shall inure to the benefit of and shall be binding upon the City, the Borrower and their respective successors and assigns; subject, however, to the limitations contained in Section 4.4 hereof.

Section 8.11 References To Bank And Letter Of Credit.

At any time while the Letter of Credit is not in effect and all amounts payable under the Reimbursement Agreement have been paid, all references to the Bank and the Letter of Credit shall be ineffective.

Section 8.12 Limited Liability Of City.

No covenant, agreement or obligation contained in this Agreement shall be deemed to be a covenant, agreement or obligation ofany present or future member, official, officer, employee or agent of the City in his individual capacity, and neither the members, officials, officers, employees and agents ofthe City nor any officer thereof executing this Agreement shall be liable personally hereon or be subject to any personal liability or accountability by reason of the execution and delivery hereof. No member, official, officer, employee or agent ofthe City shall incur any personal liability wdth respect to any other action taken by him pursuant to this Agreement or any of the transactions contemplated hereby provided he does not act in bad faith.

Section 8.13 Rights Under The Indenture.

With regard to any default concerning which notice is given to the City, the Borrower, the Bank and the Remarketing Agent under the provisions ofSection 9.12 ofthe Indenture, the City hereby grants the Borrower full authority for the account ofthe City to perform any covenant or obligation alleged in said notice to constitute a default, in the name and stead of the City with full power to do any and all lawful things and acts to the same extent that the City could do and perform any such things and acts and with power of substitution. 94066 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Section 8.14 Limited Liability Of Bonower.

Except as provided in this section, neither the Borrower nor its partners are personally liable for pajonents on the Note. The obligations of the Bonower contained in this Agreement and in the Note are limited obligations payable solely from the Bonower's interest in and revenues derived from the Project Facilities and from the payments made by the Bank to the Trustee on behalf of the Bonower under the Letter of Credit. Any judgement rendered against the Borrower for damages at law under this Agreement or the Note shall be limited to the Bonower's interest in and the revenues derived from the Project Facilities, and except as otherwise expressly provided herein, no deficiency or other personal judgment, or any order or decree of specific performance or other equitable remedies shall be rendered against the Borrower, its assets (other than its interest in and the revenues derived from the Project Facilities), its general or limited partners, their heirs, personal representatives, successors, transferees or assigns, as the case may be, in any action or proceedings arising out ofthis Agreement or the Note, or any judgment, order or decree rendered pursuant to any such action or proceedings; provided that the limitations of this section shall not apply to equitable remedies ordered or decreed to enforce the non-monetary covenants and agreements of this Agreement.

In Witness Whereof, The City of Chicago and Hyde Park Redevelopment Associates Limited Partnership have caused this Agreement to be executed in their names and attested by their duly authorized officers, all as ofthe day first above wo-itten.

City of Chicago

By: Chief Financial Officer

Hyde Park Redevelopment Associates Limited Partnership, an Illinois limited partnership

By:

(Sub)Exhibit "A" referred to in this Loan Agreement with Hyde Park Redevelopment Associates Limited Partnership reads as follows: 10/2/2002 REPORTS OF COMMITTEES 94067

(Sub)ExhibU "A". (To Loan Agreement With Hyde Park Redevelopment Associates Limited Partnership)

Promissory Note.

For Value Received, Intending to be legally bound hereby, Hyde Park Redevelopment Associates Limited Partnership, an Illinois limited partnership (the "Borrower"), hereby promises to pay to , or its successors and assigns (the "Trustee"), in lawful money of the United States of America in federal or other immediately available funds, the principal amount of Three MiUion Five Hundred Thousand DoUars ($3,500,000) due on , and to pay interest from the date hereof on the unpaid principal balance hereof at such rates equal to the interest rates from time to time bome by the Bonds (as hereinafter defined), calculated during the Weekly Period or a Flexible Period of less than twelve (12) months (or as defined in the Indenture hereinafter refened to) on the basis of a calendar year consisting of three hundred sixty-five (365) or three hundred sixty-six (366) days, as the case may be, and calculated on the actual number of days elapsed, and calculated while during a Flexible Period of twelve (12) months or more on the basis of a calendar year consisting of three hundred sixty (360) days of twelve (12) thirty (30) day months, payable in lawful money of the United States of America in federal or other immediately available funds on each Interest Payment Date.

"Interest Payment Date" shall mean, (a) while the Bonds are in the Weekly Mode, (i) the first (P') Business Day of each month during which the Bonds are in the Weekly Mode, commencing wdth the first (P') Business Day ofthe first (P') such month following the Weekly Conversion Date, or ifapplicable, the Closing Date and (ii) each date on which the Bonds are subject to mandatory purchase pursuant to Section 4.2 of the Indenture and any date on which the Outstanding principal amount of the Bonds becomes due, and (b) while the Bonds are in the Flexible Mode, (i) with respect to a Flexible Period of at least six (6) calendar months duration, the first (P') day ofthe sixth (6'*') calendar month followdng the Flexible Conversion Date and the first (I'*') day ofeach successive sixth (6'*') calendar month, ifany, ofsuch Flexible Period; provided, however, the final Flexible Interest Pajonent Date with respect to any such Flexible Period shall be the first (P') Business Day ofthe calendar month immediately following the expiration of such Flexible Period, or the maturity date of the Bonds (if such Flexible Period extends to the final maturity ofthe Bonds), and (ii) with respect to a Flexible Period of less than six (6) calendar months duration, the first (P') Business Day of the calendar month immediately followdng the Flexible Period or the maturity date of the Bonds (if such Flexible Period extends to the final maturity of the Bonds). Flexible Interest Payment Date shall also include each date on which Bonds are subject to 94068 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

mandatory purchase pursuant to Section 4.2 of the Indenture and any date on which the Outstanding principal amount ofthe Bonds becomes due.

This Promissory Note shall bear interest on any overdue installment of principal hereof, premium, if any, or interest hereon (to the extent legally enforceable) at a rate equal to the interest rate borne by this Promissory Note, from time to time, from the due date thereof until paid.

This Promissory Note is issued pursuant to the Loan Agreement dated as of , 2002, by and between the City of Chicago (the "City") and the Bonower (the "Agreement"), and is issued in consideration of the loan made thereunder and to evidence the obligations of the Borrower set forth in Section 4.2(a) thereof. The Borrower covenants and agrees that the pajonents of principal hereof and premium, ifany, and interest hereon will be sufficient to enable the Tmstee to pay when due the principal of, premium, if any, and interest on the City's Variable Rate Demand Multi-Family Housing Revenue Bonds (Hyde Park Redevelopment Limited Partnership Project) Series 2002 in the aggregate principal amount ofThree Million Five Hundred Thousand DoUars ($3,500,000) (the "Bonds"), issued pursuant to the Trust Indenture dated as of , 2002 from the City to the Trustee.

Each payment of principal of, premium, if any, and interest on this Promissory Note shall at all times be sufficient to pay the total amount of principal of (whether at maturity or upon acceleration or prior redemption), premium, ifany, and interest on the Bonds on the same date. The total payments to be made by the Borrower hereunder shall be sufficient to pay when due the principal of (whether at maturity or upon acceleration or prior redemption), premium, if any, and interest on the Bonds; provided that the Excess Amount (as hereinafter defined) held by the Trustee in the Bond Fund (as defined in the Agreement) on a pajonent date shall be credited against the pajonent due on such date; and provided further, that, subject to the provisions ofthe immediately following sentence, if at any time the amount held by the Trustee in said Bond Fund should be sufficient (and remain sufficient) to pay at the times required the principal of, interest and premium, if any, on the Bonds then remaining unpaid, the Borrower shall not be obUgated to make any further payments under the provisions ofthe preceding sentence. If on any day the Excess Amount held by the Trustee in said Bond Fund is insufficient to make the then required pajonents of principal of (whether at maturity or upon redemption prior to maturity or acceleration), interest and premium, if any, on the Bonds on such date, the Borrower shall forthwith pay such deficiency. The term "Excess Amount" as ofany Interest Pajonent Date shall mean the ainount in said Bond Fund on such date in excess of the amount required for pajonent of the principal of the Bonds which theretofore has matured at maturity or on a date fixed for redemption 10/2/2002 REPORTS OF COMMITTEES 94069

and premium, if any, on such Bonds in all cases where interest checks have not been presented for payment and paid.

This Promissory Note is entitled to the benefit and is subject to the conditions of the Agreement. The obligations of the Bonower to make the payments required hereunder are absolute and unconditional, without any defense or without right of set-off, counterclaim or recoupment by reason of any default by the City under the Agreement or under any other agreement between the Borrower, the City or the Trustee, or out of any indebtedness or liability at any time owing to the Bonower by the City or the Trustee, or for any other reason.

This Promissory Note is subject to mandatory prepajonent as a whole, and optional prepayment as a whole or in part, as provided in Article VII of the Agreement.

In certain events, on the conditions, in the manner and with the effect set out in the Agreement, the principal installments of this Promissory Note may be declared due and payable before the stated maturity thereof, together with accrued interest thereon.

Except as provided in this paragraph, neither the Bonower nor its partners are personally liable for payments under this Note. The obligations of the Borrower contained in this Note are limited obligations payable solely from the Borrower's interest in and revenues derived from the Project Facilities (as defined in the Agreement) and from the payments made by the Bank (as defined in the Agreement) to the Tmstee on behalfofthe Borrower under the Letter of Credit (as defined in the Agreement). Any judgment rendered against the Borrower for damages at law under this Note shall be limited to the Borrower's interest in and the revenues derived from the Project Facilities, and except as otherwise expressly provided in the Agreement; no deficiency or other personal judgment, or any order or decree of specific performance or other equitable remedies shall be rendered against the Borrower, its assets (other than its interest in and the revenues derived from the Project Facilities), its general or limited partners, their heirs, personal representatives, successors, transferees or assigns, as the case may be, in any action or proceedings arising out of this Note, or any judgment, order or decree rendered pursuant to any such action or proceeding.

Reference is hereby made to the Agreement for a complete statement of the terms and conditions under which the maturity of the principal installments of this Promissory Note may be accelerated. Capitalized terms which are not defined herein shall have the meaning given such terms in the Indenture and the Agreement. 94070 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

In Witness Whereof, The Borrower has executed and delivered this Promissory Note as of , 2002.

Hyde Park Redevelopment Associates Limited Partnership, an Illinois limited partnership

By:

Its: General Partner

By:

Its: General Partner

ExhibU "D". (To Ordinance)

(Form Of Land-Use Restriction Agreement)

City Of Chicago

And

As Trustee

And

Hyde Park Redevelopment Associates Limited Partnership, An Illinois Limited Partnership, As Owner 10/2/2002 REPORTS OF COMMITTEES 94071

Land-Use Restriction Agreement

Dated As Of , 2002.

This Land-Use Restriction Agreement (this "Agreement"), entered into as of [ ], 2002, by and among the City of Chicago, a municipality and home rule unit of local govemment duly organized and validly existing under the Constitution and laws ofthe State oflllinois (the "Issuer"), , an Illinois state banking corporation, as trustee (the "Trustee") pursuant to the Trust Indenture between the Issuer and the Trustee entered into as of , 2002 (the "Indenture"), and Hyde Park Redevelopment Associates Limited Partnership, an Illinois limited partnership (the "Owner"),

Witnesseth:

Whereas, The Issuer is issuing its Variable Rate Demand Multi-Family Housing Revenue Bonds (Hyde Park Redevelopment Limited Partnership Project), Series 2002A (the "Bonds"), for the purpose of loaning the proceeds thereof to the Owner by entering into an agreement dated as of , 2002 (the "Loan Agreement"), between the Issuer and the Owner, to pay a portion of the costs of financing the acquisition, equipping and rehabilitation, on the real property described on (Sub)Exhibit A attached hereto, of a multi-family housing project to be located at 5330 South Harper Avenue, Chicago, Illinois (the "Project"); Whereas, In order to assure the Issuer and the owoiers of the Bonds that interest on the Bonds will be excluded from gross income for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"), and to further the public purposes of the Issuer, certain restrictions on the use and occupancy of the Project under the Code must be established;

Now, Therefore, In consideration of the mutual promises and covenants hereinafter set forth, and of other valuable consideration, the Owner, the Issuer and the Trustee agree as follows:

Section 1. Term Of Restrictions.

(a) Occupancy Restrictions: The term of the Occupancy Restrictions set forth in Section 3 hereof shall commence on the later of the first day on which at least ten percent (10%) of the units in the Project are first occupied or the date the Bonds are issued, and shall end on the latest of (i) the date which is fifteen (15) years after the date on which at least fifty percent (50%) ofthe units in the Project are first (P') occupied; (ii) the first (P'j date on which no tax-exempt bond (including any refunding bond) issued with respect to the Project is outstanding; or (iii) the date on which any housing assistance provided wdth respect to the Project under Section 8 ofthe United States Housing Act of 1937, as amended, terminates (which period is hereinafter referred to as the "Qualified Project 94072 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Period").

(b) Rental Restrictions: The Rental Restrictions set forth in Section 4 hereof shall remain in effect during the Qualified Project Period set forth in paragraph (a) of this Section 1.

(c) Involuntary Loss Or Substantial Destruction: The Occupancy Restrictions set forth in Section 3 hereof, and the Rental Restrictions set forth in Section 4 hereof, shall cease to apply to the Project in the event of involuntary noncompliance caused by fire, seizure, requisition, foreclosure, transfer oftitle by deed in lieu of foreclosure, change in federal law or an action of a federal agency after the date of delivery ofthe Bonds, which prevents the Issuer and the Trustee from enforcing the Occupancy Restrictions and the Rental Restrictions, or condemnation or similar event, but only if, within a reasonable time period, (i) all ofthe Bonds are promptly retired, or amounts received as a consequence of such event are used to provide a new project which meets all ofthe requirements ofthis Agreement, which new project is subject to new restrictions substantially equivalent to those contained in this Agreement, and which is substituted in place ofthe Project by amendment ofthis Agreement; and (ii) an opinion from nationally recognized bond counsel (acceptable to the Issuer and the Trustee) is received to the effect that noncompliance with the Occupancy Restrictions and the Rental Restrictions as a result of such involuntary loss or substantial destruction resulting from an unforeseen event will not adversely affect the exclusion from the gross income of the owners thereof for purposes of federal income taxation of the interest on the Bonds; provided, however, that the preceding provisions of this paragraph shall cease to apply in the case of such involuntary noncompliance caused by foreclosure, transfer of title by deed in lieu of foreclosure or similar event if at any time during the Qualified Project Period subsequent to such event the Owner or any Related Party (as defined in Section 147(a)(2) of the Code) obtains an ownership interest in the Project for federal income tax purposes.

(d) Termination: This Agreement shall terminate upon the earliest of (i) termination of the Occupancy Restrictions and the Rental Restrictions, as provided in paragraphs (a) and (b) of this Section 1; or (ii) delivery to the Issuer, the Trustee and the Owner of an opinion of nationally recognized bond counsel (acceptable to the Issuer and the Trustee) to the effect that continued compliance with the Rental Restrictions and Occupancy Restrictions is not required in order for interest on the Bonds to remain excludible from gross income for federal income tax purposes.

(e) Certification: Upon termination ofthis Agreement, in whole or in part, the Owner and the Issuer shall execute, and the Trustee shall acknowledge, and the parties shall cause to be recorded (at the Owner's expense), in all offices in which this Agreement was recorded, a certificate of termination, specifjdng which ofthe restrictions contained herein has terminated, and the portion of the Project to which such termination relates. 10/2/2002 REPORTS OF COMMITTEES 94073

Section 2. Project Restrictions.

The Owner represents, warrants and covenants that:

(a) The Owner has reviewed the provisions of the Code and the Treasury Regulations thereunder (the "Regulations") applicable to this Agreement (including, without limitation, Section 142(d) ofthe Code and Section 1.103-8(b) of the Regulations) with its counsel and understands said provisions.

(b) The Project is being acquired, rehabilitated and equipped for the purpose of providing a "qualified residential rental project" (within the meaning of Section 142(d) of the Code) and will, during the term of the Rental Restrictions and Occupancy Restrictions hereunder, continue to constitute a "qualified residential rental project" under Section 142(d) ofthe Code and any Regulations heretofore or hereafter promulgated thereunder and applicable thereto. The Owner shall owoi the entire Project for federal tax purposes.

(c) At least ninety-five percent (95%) of the Project will consist of a "building or structure" (as defined in Section 1.103-8(b)(8)(iv) of the Regulations), or several proximate buildings or structures of similar construction, each containing one (1) or more similarly constructed residential units (as defined in Section 1.103-8(b)(8)(i) ofthe Regulations) located on a single tract ofland or , contiguous tracts of land (as defined in Section 1.103-8(b)(4)(ii)(b) of the Regulations), which will be owned, for federal tax purposes, at all times by the same person, and financed pursuant to a common plan (within the meaning of Section 1.103-8(b)(4)(ii) ofthe Regulations), togetherwith functionally related and subordinate facilities (within the meaning ofSection 1.103-8(b)(4)(iii) ofthe Regulations). Each such building or structure shall contain five (5) or more similarly constructed units.

(d) The Owoier or an Affiliated Party of the Owoier shall not occupy any of the units in the Project; provided, however, that the Owner or an Affiliated Party of the Owner may occupy a unit in a building or structure in the Project that contains five (5) or more units if the Owner or an Affiliated Party of the Owner is a resident manager or other necessary employee (e.g., maintenance and security personnel). An Affiliated Party ofthe Owner is a person such that (i) the relationship between such persons would result in a disallowance of losses under Section 267 or 707(b) ofthe Code, or (ii) such persons are members ofthe same controlled group of corporations as defined in Section 1563(a) ofthe Code, except that "more than 50 percent" shall be substituted for "at least 80 percent" each place it appears therein.

(e) None of the residential units in the Project will at any time be used on a transient basis, nor will the Project itself be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium, rest home or trailer park or court for use on a transient basis. 94074 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

(f) In no event will continual or frequent nursing, medical or psychiatric services be made available at the Project, within the meaning of IRS Revenue Ruling 98-47, 1998-2 CB. 399, or any successor thereto.

(g) All ofthe residential units in the Project will be leased, rented, or available for lease or rental on a continuous basis to members ofthe general public (other than units for a resident manager or maintenance personnel), subject, however, to the requirements of Section 3(a) hereof. Each Qualifjdng Tenant (as hereinafter defined) occupjdng a residential unit in the Project shall be required to execute a written Lease Agreement with a stated term of not less than thirty (30) days nor more than one (1) year.

(h) Any functionally related and subordinate facilities (e.g., parking areas, swdmming pools, tennis courts, et cetera) which are financed by the Bonds and are included as part ofthe Project will be of a character and size commensurate with the character and size of the Project, and will be made available to all tenants on an equal basis. Fees will only be charged with respect to the use thereof if the charging of fees is customary for the use ofsuch facilities at similar residential rental properties in the surrounding area (i.e., within a one (1) mile radius of the Project) and then only in amounts commensurate with the fees being charged at similar residential rental properties within such area. In any event, any fees charged wdll not be discriminatory or exclusionary as to the qualifjdng tenants (as defined in Section 3 hereof). No functionally related and subordinate facilities will be made available to persons other than tenants or their guests.

(i) Each residential unit in the Project will contain separate and complete facilities for living, sleeping, eating, cooking and sanitation for a single person or family.

(j) No portion ofthe Project will be used to provide any health club facility, any facility primarily used for gambling, or any store, the principal business ofwhich is the sale of alcoholic beverages for consumption off premises, in violation of Section 147(e) ofthe Code.

Section 3. Occupancy Restrictions.

The Owner represents, warrants and covenants that:

(a) Pursuant to the election of the Issuer and the Owner in accordance with the provisions of Section 142(d)(1)(B) of the Code, at all times during the Qualified Project Period at least forty percent (40%) ofthe completed residential units in the Project shall be continuously occupied (or treated as occupied as provided herein) or held available for occupancy by qualifjdng tenants as herein defined. Forpurposes ofthis Agreement, "Qualifjdng Tenants" means individuals 10/2/2002 REPORTS OF COMMITTEES ' 94075

or families whose aggregate adjusted incomes do not exceed sixty percent (60%) ofthe applicable median gross income (adjusted for family size) for the area in which the Project is located, as such income and area median gross income are determined by the Secretary of the United States Treasury in a manner consistent wdth determinations of income and area median gross income under Section 8 of the United States Housing Act of 1937, as amended (or, if such program is terminated, under such program as in effect immediately before such determination).

(b) Prior to the commencement of occupancy of any unit to be occupied by a Qualifjdng Tenant, the prospective tenant's eligibility shall be established by execution and delivery by such prospective tenant of an Income Computation and Certification in the form attached hereto as (Sub)Exhibit B (the "Income Certification") evidencing that the aggregate adjusted income ofsuch prospective tenant does not exceed the applicable income limit. In addition, such prospective tenant shall be required to provide whatever other information, documents or certifications are reasonably deemed necessary by the Owner or the Issuer to substantiate the Income Certification.

(c) Not less frequently than annually, the Owner shall determine whether the current aggregate adjusted income of each tenant occupying any unit being treated by the Owoier as occupied by a Qualifjdng Tenant exceeds the applicable income limit. For such purpose the Owoier shall require each such tenant to execute and deliver to the Owner the Income Certification attached hereto as (Sub)Exhibit B.

(d) Any unit vacated by a Qualifjdng Tenant shall be treated as continuing to be occupied by such tenant until reoccupied, other than for a temporary period not to exceed thirty-one (31) days, at which time the character of such unit as a unit occupied by a Qualifying Tenant shall be redetermined.

(e) If an individual's or family's income exceeds the applicable income limit as of any date of determination, the income of such individual or family shall be treated as continuing not to exceed the applicable limit; provided that the income of an individual or family did not exceed the applicable income limit upon commencement of such tenant's occupancy or as of any prior incoine determination; and provided, further, that ifany individual's or family's income as of the most recent income determination exceeds one hundred forty percent (140%) ofthe applicable income limit, such individual or family shall cease to qualify as a Qualifjdng Tenant if, prior to the next income determination of such individual or family, any unit in the Project of comparable or smaller size to such individual's or family's unit is occupied by any tenant other than a Qualifying Tenant.

(f) For purposes of satisfying the requirement that forty percent (40%) of the completed residential units be occupied by Qualifjdng Tenants, the following 94076 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

principles shall apply: (i) at the time ten percent (10%) ofthe residential units in the Project are occupied, forty percent (40%) of such units must be occupied by Qualifying Tenants; and (ii) after ten percent (10%) ofthe residential units in the Project are occupied, non-Qtialifying Tenants may occupy units in the Project in the number set forth in (Sub)Exhibit D hereto, but only if the Qualifying Tenants' occupancies predate the non-Qualifying Tenants' occupancies.

(g) The Lease Agreement to be utilized by the Owner in renting any residential units in the Project to a prospective Qualifying Tenant shall provide for termination of the Lease Agreement and consent by such person to eviction following thirty (30) days notice, subject to applicable provisions oflllinois law (including for such purpose all applicable home rule ordinances), for any material misrepresentation made by such person with respect to the Income Certification with the effect that such tenant is not a Qualifjdng Tenant.

(h) All Income Certifications will be maintained on file at the Project so long as any Bonds are outstanding and for five (5) years thereafter with respect to each Qualifying Tenant who occupied a residential unit in the Project during the period the restrictions hereunder are applicable, and the Owner will, promptly upon receipt, file a copy thereof with the Issuer, and at the written request ofthe Tmstee.

(i) On the first (1") day ofthe Qualified Project Period, on the fifteenth (15'*') days of January, April, July and October of each year during the Qualified Project Period, and within thirty (30) days after the final day of each month in which there occurs any change in the occupancy of a residential unit in the Project, the Owoier will submit to the Issuer and the Trustee the "Certificate of Continuing Program Compliance", in the form attached hereto as (Sub)Exhibit C, executed by the Owner.

(j) The Owner shall submit to the Secretary ofthe United States Treasury (at such time and in such manner as the Secretary shall prescribe) an annual certification as to whether the Project continues to meet the requirements of Section 142(d) of the Code. Failure to comply with such requirement may subject the Owoier to the penalty provided in Section 6652(j) ofthe Code. The Owner shall submit a copy of each such annual certification to the Issuer and the Trustee.

Section 4. Rental Restrictions.

The Owner represents, wanants and covenants that once available for occupancy, each residential unit in the Project will be rented or available for rental on a continuous basis to members of the general public (other than (a) units for a resident manager or maintenance personnel and (b) units for Qualifying Tenants 10/2/2002 REPORTS OF COMMITTEES 94077

as provided for in Section 3 hereof).

Section 5. Transfer Restrictions.

The Owner covenants and agrees that, except as provided in the last sentence ofthis Section 5, no conveyance, transfer, assignment or any other disposition of title to the Project (a "Transfer"), shall be made prior to the termination of the Rental Restrictions and Occupancy Restrictions hereunder, unless the transferee pursuant to the Transfer assumes in wo-iting, in a form reasonably acceptable to the Issuer and the Trustee, all ofthe executory duties and obligations hereunder of the Owoier, including this Section 5, and agrees to cause any subsequent transferee to assume such duties and obligations in the event of a subsequent Transfer by the transferee prior to the termination of the Rental Restrictions and Occupancy Restrictions hereunder (the "Assumption Agreement"). The Owner shall deliver the Assumption Agreement to the Issuer and the Trustee at least thirty (30) days prior to a proposed Transfer. This Section 5 shall not apply to the following:

Section 6. Enforcement.

(a) The Owoier shall permit all duly authorized representatives of the Issuer or the Trustee to inspect any books and records ofthe Owner regarding the Project and the incomes of Qualifjdng Tenants which pertain to compliance with the provisions ofthis Agreement and Section 142(d) ofthe Code and the regulations heretofore or hereafter promulgated thereunder.

(b) In addition to the information provided for in Section 3(i) hereof, the Owner shall submit any other information, documents or certifications reasonably requested by the Issuer or the Trustee which the Issuer or the Trustee deems reasonably necessary to substantiate continuing compliance with the provisions ofthis Agreement and Section 142(d) ofthe Code and the regulations heretofore or hereafter promulgated thereunder.

(c) The Issuer, the Trustee and the Owoier each covenants that it will not take or permit to be taken any action within its control that it knows would adversely affect the exclusion oflnterest on the Bonds from the gross income ofthe owners thereof for purposes of federal income taxation pursuant to Section 103 of the Code. Moreover, the Issuer and the Owner covenant to take any lawful action within their control and the Trustee covenants to take any lawful action it is directed, in writing, to take by the Owner, the Issuer or nationally recognized bond counsel (including amendment of this Agreement as may be necessaiy, in the opinion of nationally recognized bond counsel acceptable to the Issuer and the Trustee) to comply fully with all applicable rules, rulings, policies, procedures, regulations or other official statements promulgated or proposed by the 94078 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Department of the Treasury or the Internal Revenue Service from time to time pertaining to obligations issued under Section 142(d) ofthe Code and affecting the Project.

(d) The Owner covenants and agrees to inform the Issuer and the Trustee by written notice of any violation of its obligations hereunder within five (5) days of first discovering any such violation. If any such violation is not corrected to the satisfaction of the Issuer within the period of time specified by the Issuer, which shall be (A) the lesser of (i) forty-five (45) days after the effective date ofany notice to or from the Owner, or (ii) sixty (60) days from the date such violation would have been discovered by the Owner by the exercise ofreasonable diligence, or (B) such longer period as is specified in an opinion of nationally recognized bond counsel (acceptable to the Issuer and the Trustee), and as in such opinion will not result in the loss of such exclusion of interest on the Bonds, without further notice, the Issuer shall declare a default under this Agreement effective on the date of such declaration of default, and the Issuer or the Trustee (at the written direction of the Issuer) shall apply to any court, state or federal, for specific performance of this Agreement or an injunction against any violation of this Agreement, or any other remedies at law or in equity or any such other actions as shall be necessary or desirable so as to correct noncompliance with this Agreement.

(e) The Owner, the Issuer and the Trustee each acknowledges that the primary purpose for requiring compliance with the restrictions provided in this Agreement is to preserve the exclusion of interest on the Bonds from gross income for purposes of federal income taxation, and that the Issuer and the Trustee, on behalfofthe owners ofthe Bonds, who are declared to be third-party beneficiaries of this Agreement, shall be entitled for any breach of the prorisions hereof, to all remedies both at law and in equity in the event of any default hereunder, which in the opinion of the Issuer and nationally recognized bond counsel could adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation.

(f) In the enforcement ofthis Agreement, the Issuer and the Trustee may rely on any certificate delivered by or on behalf of the Owoier or any tenant with respect to the Project.

(g) Nothing in this section shall preclude the Issuer or the Trustee from exercising any remedies they might otherwise have, by contract, statute or otherwise, upon the occurrence ofany violation hereunder, which in the opinion of the Issuer and nationally recognized bond counsel could adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation. 10/2/2002 REPORTS OF COMMITTEES 94079

Section 7. Covenants To Run With The Land.

The Owner hereby subjects the Project to the covenants, reservations and restrictions set forth in this Agreement. The Issuer, the Trustee and the Owner hereby declare their express intent that the covenants, reservations and restrictions set forth herein shall be deemed covenants, reservations and restrictions running with the land to the extent permitted by law, and shall pass to and be binding upon the Owner's successors in title to the Project throughout the term of this Agreement. Each and every contract, deed, mortgage, lease or other instrument hereafter executed covering or convejdng the Project or any portion thereof or interest therein (excluding any transferee of a limited partnership interest in the Owner) shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed, mortgage, lease or other instrument.

Section 8. Recording.

The Owner shall cause this Agreement and all amendments and supplements hereto to be recorded in the conveyance and real property records of Cook County, Illinois, and in such other places as the Issuer or the Trustee may reasonably request. The Owoier shall pay all fees and charges incurred in connection wdth any such recording.

Section 9. Concerning The Trustee.

(a) The Tmstee is executing and delivering this Agreement solely for the purposes of acknowledging the matters set forth herein, and being bound to undertake only those duties and responsibilities specifically set forth wdth respect to the Trustee. With respect to matters set forth in the remaining Sections ofthis Agreement, the Trustee has made no investigation, makes no representation and undertakes no duties or responsibilities. No implied duties or responsibilities may be read into this Agreement against the Trustee, and the Trustee shall be entitled to the protections, privileges, exculpation and indemnities contemplated under the Indentures.

(b) In determining whether any default or lack of compliance by the Owner exists under this Agreement, the Trustee shall not be required to conduct any investigation into or review the operations or records of the Owner and, absent actual knowledge ofany default or noncompliance, may assume compliance by the Owoier wdth this Agreement unless otherwise specifically notified in writing.

(c) The permissive right of the Trustee to take actions permitted, by this Agreement shall not be constmed as an obligation or duty to do so. 94080 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

(d) The Trustee shall be under no duty to confirm or verify any financial or other statements, reports or certificates furnished pursuant to any provisions hereof, and shall be under no other duty in respect of same except to retain the same in its files and permit the inspection of same at reasonable times by the Issuer.

(e) The Trustee has the right to appoint agents to carry out any ofits duties and obligations hereunder, and shall, upon request, certify in woiting to the other parties hereto any such agency appointment.

Section 10. No Conflict With Other Documents.

The Owner warrants and covenants that it has not and will not execute any other agreement with provisions inconsistent or in conflict with the provisions hereof (except documents that are subordinate to the provisions hereof), and the Owner agrees that the requirements of this Agreement are paramount and controlling as to the rights and obligations herein set forth, which supersede any other requirements in conflict herewith.

Section 11. Interpretation.

Any terms not defined in this Agreement shall have the same meaning as terms defined in the Indenture, the Loan Agreement or Section 142(d) ofthe Code and the regulations heretofore or hereafter promulgated thereunder.

Section 12. Amendment.

This Agreement may be amended by the parties hereto to reflect changes in Section 142(d) ofthe Code, the regulations hereafter promulgated thereunder and revenue rulings promulgated thereunder, or in the interpretation thereof, subject to an opinion of nationally recognized bond counsel that such amendment will not adversely affect the exclusion ofthe interest on the Bonds from the gross income of the owners thereof for purposes of federal income taxation.

Section 13. Severability.

The invalidity ofany clause, part or provision ofthis Agreement shall not affect the validity of the remaining portions thereof.

Section 14. Notices.

Any notice, demand or other communication required or pennitted hereunder 10/2/2002 REPORTS OF COMMITTEES 94081

shall be in writing and shall be deemed to have been given if and when personally delivered and receipted for, or, if sent by private courier service or sent by overnight mail service, shall be deemed to have been given if and when received (unless the addressee refuses to accept delivery, in which case it shall be deemed to have been given when first presented to the addressee for acceptance), or on the first (P') day after being sent by telegram, or on the third (3'^'') day after being deposited in United States registered or certified mail, postage prepaid. Any such notice, demand or other communication shall be addressed to a party at its address set forth below or to such other address the party to receive such notice may have designated to all other parties by notice in accordance herewith:

If To The Issuer: City of Chicago Department of Housing 318 South Michigan Avenue Chicago, Illinois 60604 Attention: Commissioner, Department of Housing

with a copy to:

City of Chicago Office of the Corporation Counsel City Hall, Room 600 121 North LaSalle Street Chicago, Illinois 60602 Attention: Finance and Economic Development Division

City of Chicago Office of the City Comptroller 33 North LaSalle Street Chicago, Illinois 60602 Attention: City Comptroller

IfTo The Trustee:

Attention: 94082 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

IfTo The Owner: Hyde Park Redevelopment Associates Limited Partnership In care of DRE, Inc. 800 South Milwaukee Avenue Suite 170 LibertyviUe, Illinois 60048 Attention: Dennis Egidi

with a copy to:

Krasnow, Sanberg, Cornblath 86 Hobbs 500 North Dearborn Street Second Floor Chicago, Illinois 60610 Attention: Henry Krasnow

Newbanks Law Firm, L.L.C. 6934 Miami Avenue Suite 9 Cincinnati, Ohio 45243 Attention: Ronal Newbanks

Section 15. Governing Law.

This Agreement shall be construed in accordance with and governed by the laws of the State of Illinois, and where applicable, the laws of the United States of America.

In Witness Whereof, The parties hereto have caused this Agreement to be signed and sealed by their respective, duly authorized representatives, as ofthe day and year first above written.

[Seal]

City of Chicago, Attest: as Issuer

By: By: City Clerk* Chief Financial Officer 10/2/2002 REPORTS OF COMMITTEES 94083

Hyde Park Redevelopment Associates Limited Partnership, an Illinois limited partnership

By: DRE, Inc., an Illinois corporation and its general partner

By: President

as Trustee

[Seal] By:

Its: Attest:

By:

Its:

State of Illinois ) )SS. County of Cook )

Before Me, the undersigned authority, on this day personally appeared and , Chief Financial Officer and City Clerk, respectively, of the City of Chicago, a municipality and home rule unit of local government duly organized and validly existing under the Constitution and laws of the State oflllinois (the "Issuer"), knowoi to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that each executed the same for the purposes and consideration therein expressed and in the capacity therein stated, as the act and deed of said Issuer. 94084 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Given under my hand and seal of office, this the day of , 2002.

Notary Public in and for the State of Illinois

[Seal]

My commission expires on:

State of Illinois ) )SS. County of Cook )

Before Me, the undersigned authority, on this day personally appeared (the "Owner"), known to me to be the person whose name is subscribed to the foregoing instrument, and known to me to be the and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed and in the capacity therein stated, as the act and deed of said Owner.

Given under my hand and seal of office, this the day of , 2002.

Notary Public in and for the State of Illinois

•\

[Seal]

My commission expires on: 10/2/2002 REPORTS OF COMMITTEES 94085

State of Illinois ) )SS. County of Cook )

Before Me, the undersigned authority, on this day personally appeared , of , an Illinois state banking corporation (the "Tmstee"), known to me to be the person whose name is subscribed to the foregoing instrument, and known to me to be the of said Trustee and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed and in the capacity therein stated, as the act and deed of said Trustee.

Given under my hand and seal of office, this the day of , 2002.

Notary Public in and for the State of Illinois

[Seal]

My commission expires on:

(Sub)Exhibits "A", "B", "C" and "D" referred to in this Land-Use Restriction Agreement read as follows:

(Sub)ExhibU "A". (To Land-Use Restriction Agreement)

Legal Description.

Legal Description of Premises: [_ 94086 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Address Commonly Known As: 5330 South Harper Avenue Chicago, Illinois

Permanent Index Number: 20-11-47-019-000

(Sub)ExhibU "B". (To Land-Use Restriction Agreement)

Income Computation And Ceriification*(J )

Note To Apartment Owner: This form is designed to assist you in computing Annual Income in accordance with the method set forth in the Department of Housing and Urban Development ("H.U.D.") Regulations (24 C.F.R. Part 5). You should make certain that this form is at all times up to date with H.U.D. Regulations. All capitalized terms used herein shall have the meanings set forth in the Land-Use Restriction Agreement, dated as of , 2002, among Hyde Park Redevelopment Associates Limited Partnership (the "Owner"), the City of Chicago and , as Trustee.

Re: Hyde Park Redevelopment Limited Partnership Project 5330 South Harper Avenue Chicago, Illinois

I/We, the undersigned, being first duly sworn, state that I/we have read and answered fully and truthfully each ofthe followdng questions for all persons who are to occupy the unit in the above apartment project for which application is made. Listed below are the names of all persons who intend to reside in the unit:

1. 2. 3. 4. 5.

Name Of Relationship To Members Of The Head Of Social Security Place Of Household Household Age Number Employment

Head Spouse

(1) The form of Income Computation and Certification shall be conformed to any amendments made to 24 C.F.R. Part 5, or any regulatory provisions promulgated in substitution therefor. 10/2/2002 REPORTS OF COMMITTEES 94087

6. Total Anticipated Income. The total anticipated income, calculated in accordance with this paragraph 6, of all persons listed above for the twelve (12) month period beginning the date that I/we plan to move into a unit (i.e., ) is $ .

Included in the total anticipated income listed above are:

(a) the full amount, before pajo-oU deductions, of wages and salaries, overtime pay, commissions, fees, tips and bonuses, and other compensation for personal services; ,

(b) the net income from operation of a business or profession or net income from real or personal property (without deducting expenditures for business expansion or amortization or capital indebtedness); an allowance for depreciation of capital assets used in a business or profession may be deducted, based on straight line depreciation, as provided in Intemal Revenue Service regulations; include any withdrawal of cash or assets from the operation of a business or profession, except to the extent the withdrawal is reimbursement of cash or assets invested in the operation by the above persons;

(d) the full ainount of periodic payments received from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits, and other similar tjqses of periodic receipts, including a lump sum payment for the delayed start of a periodic payment;

(e) pajonents in lieu of earnings, such as unemployment and disability compensation, workmen's compensation and severance pay;

(f) the amount of any public welfare assistance payment; if the welfare assistance payment includes any amount specifically designated for shelter and utilities that is subject to adjustinent by the welfare assistance agency in accordance with the actual cost of shelter and utilities, the amount of welfare assistance income to be included as income shall consist of:

(i) the amount ofthe allowance or grant exclusive ofthe amount specifically designated for shelter or utilities, plus

(ii) the maximum amount that the welfare assistance agency could in fact allow the family for shelter and utilities (if the family's welfare assistance is ratably reduced from the standard of need by applying a percentage, the amount calculated under this paragraph 6(f)(ii) shall be the amount resulting from one (1) application ofthe percentage); 94088 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

(g) periodic and determinable allowances, such as alimony and child support pajonents, and regular contributions or gifts received from persons not residing in the dwelling; and

(h) all regular pay, special pay and allowances of a member of the Armed Forces.

Excluded from such anticipated total income are:

(a) income from emplojonent of children (including foster children) under the age of eighteen (18) years;

(b) pajonents received for the care of foster children or foster adults;

(c) lump-sum additions to family assets, such as iriheritances, insurance payments (including payments under health and accident insurance and workers' compensation), capital gains and settlement for personal or property losses;

(d) amounts received by the family that are specifically for, or in reimbursement of, the cost of medical expenses for any family member;

(e) income of a live-in aide;

(f) the full amount of student financial assistance paid directly to the student or to the educational institution;

(g) special pay to a family member serving in the Armed Forces who is exposed to hostile fire;

(h) amounts received under training programs funded by the Department of Housing and Urban Development ("H.U.D.");

(i) amounts received by a disabled person that are disregarded for a limited time for purposes of Supplemental Security Income eligibility and benefits because they are set aside for use under a Plan to Attain Self-Sufficiency (P.A.S.S.);

(j) amounts received by a participant in other publicly assisted programs which are specifically for or in reimbursement of out-of-pocket expenses incurred (special equipment, clothing, transportation, child care, et cetera) and which are made solely to allow participation in a specific program;

(k) a resident service stipend in a modest amount (not to exceed Two Hundred Dollars ($200) per month) received by a resident for performing a service for the 10/2/2002 REPORTS OF COMMITTEES 94089

Owner, on a part-time basis, that enhances the quality of life in the Project, including, but not limited to, fire patrol, hall monitoring, lawn maintenance and resident initiatives coordination (no resident may receive more than one (1) stipend during the same period of time);

(1) compensation from state or local emplojonent training programs and training of a family member as resident management staff, which compensation is received under emplojonent training programs (including training programs not affiliated with a local govemment) with clearly defined goals and objectives, and which compensation is excluded only for the period during which the family member participates in the emplojonent training program;

(m) reparation pajonents paid by a foreign government pursuant to claims filed under the laws of that government by persons who were persecuted during the Nazi era;

(n) earnings in excess of Four Hundred Eighty Dollars ($480) for each full-time student, eighteen (18) years or older, but excluding the head of household and spouse;

(o) adoption assistance payments in excess of Four Hundred Eighty Dollars ($480) per adopted chUd;

(p) deferred periodic payments of Supplemental Security Income and Social Security benefits that are received in a lump sum payment;

(q) amounts received by the family in the form of refunds or rebates under state or local law for property taxes paid on the dwelling unit;

(r) amounts paid by a state agency to a family with a developmentally disabled family member living at home to offset the cost of services and equipment needed to keep the developmentally disabled family member at home;

(s) temporary, nonrecurring or sporadic income (including gifts); and

(t) amounts specifically excluded by any other federal statute from consideration as income for purposes of determining eligibility or benefits under a category of assistance programs that includes assistance under any program to which the exclusions set forth in 24 C.F.R. 5.609(c) apply.

7. Assets. (A) Do the persons whose income or contributions are included in Item 6 above:

(i) have savings, stocks, bonds, equity in real property or other forms of capital investment (excluding the values of necessary items of personal property such 94090 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

as furniture and automobiles, equity in H.U.D. homeownership programs, and interests in Indian Tmst land)? Yes No

(ii) have they disposed ofany assets (other than at a foreclosure or bankruptcy sale) during the last two (2) years at less than fair market value? Yes No

(B) If the answer to (i) or (ii) above is yes, does the combined total value of all such assets owned or disposed of by all such persons total more than Five Thousand Dollars ($5,000)? Yes No

(i) the total value of all such assets: $ ,

(ii) the amount of income expected to be derived from such assets in the twelve (12) month period beginning on the date of initial occupancy ofthe unit that you propose to rent: $ , and

(iii) the amount of such income, if any, that was included in Item 6 above: $ .

8. Full-Time Students, (a) Are all of the individuals who propose to reside in the unit full-time students? Yes .__ No

A full-time student is an individual who during each of five (5) calendar months during the calendar year in which occupancy of the unit begins is a full-time student at an educational organization which nonnally maintains a regular faculty and curriculum and normally has a regularly enrolled body of students in attendance or an individual pursuing a full-time course of institutional on-farm training under the supervision of an accredited agent of such an educational organization or of a state or political subdivision thereof.

(b) Ifthe answer to 8(a) is yes, are at least two (2) ofthe proposed occupants of the unit, a husband and wife, entitled to file ajoint federal income tax return? Yes No

9. Relationship To Project Owner. Neither myself nor any other occupant of the unit I/We propose to rent is the owner ofthe rental housing project in which the unit is located (hereinafter the "Owoier"), has any family relationship to the Owner, or owns directly or indirectly any interest in the Owner. For purposes of 10/2/2002 REPORTS OF COMMITTEES 94091

this paragraph, indirect owoiership by an indiridual shall mean ownership by a family member; ownership by a corporation, partnership, estate or trust in proportion to the ownership or beneficial interest in such corporation, partnership, estate or trust held by the individual or a fainily member; and ownership, direct or indirect, by a partner ofthe individual.

10. Reliance. This certificate is made with the knowledge that it will be relied upon by the Owner to determine maximum income for eligibility to occupy the unit and is relevant to the status under federal income tax law of the interest on bonds issued to provide financing for the apartment development for which application is being made. 1/We consent to the disclosure of such information to the issuer of such bonds, the holders of such bonds, any trustee acting on their behalf and any authorized agent of the Treasury Department or the Internal Revenue Service. I/We declare that all information set forth herein is true, correct and complete and based upon information I/we deem reliable, and that the statement of total anticipated income contained in paragraph 6 is reasonable and based upon such investigation as the undersigned deemed necessary.

11. Fiirther Assistance. I/We will assist the Owner in obtaining any information or documents required to verify the statements made herein, including, but not limited to, either an income verification from my/our present employer(s) or copies of federal tax retums for the immediately preceding two (2) calendar years.

12. Misrepresentation. I/We acknowledge that I/we have been advised that the making of any misrepresentation or misstatement in this declaration will constitute a material breach of my/our agreement with the Owoier to lease the unit, and may entitle the Owner to prevent or terminate my/our occupancy ofthe unit by institution of an action for ejection or other appropriate proceedings.

1/We declare under penalty of perjury that the foregoing is true and correct.

Executed this day of in , Illinois.

Applicant Applicant

[Signature of all persons over the age of seventeen (17) years listed in Number 2 above required.] 94092 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Subscribed and sworn to before me this day of , 200 .

[Notary Seal]

Notary public in and for the State of.

My commission expires:

For Completion By Apartment Owner Only:

1. Calculation of eligible income:

a. Enter amount entered for entire household in 6 above: $_

b. (1) if the amount entered in 7(C)(i) above is greater than Five Thousand Dollars ($5,000), enter the total amount entered in 7(C)(ii), subtract from that figure the amount entered in 7(C) (iii) and enter the remaining balance ($ );

(2) multiply the amount entered in 7(C)(i) times the current pass book savings rate as determined by H.U.D. to determine what the total annual earnings on the amount in 7(C)(i) would be if invested in passbook savings ($ ), subtract from that figure the amount entered in 7(C) (iii) and enter the remaining balance ($ ); and

(3) enter at right the greater of the ainount calculated under (1) or (2) above: $_ 10/2/2002 REPORTS OF COMMITTEES 94093

c. Total Eligible Income (Line l.a plus line l.b(3)):

2. The amount entered in l.c is:

Less than sixty percent (60%) of Median Gross Income for Area'^'.

More than sixty percent (60%) of Median Gross Income for the Area'^'.

3. Number of apartment unit assigned:

Bedroom Size: Rent: $

4. The last tenants of this apartment unit for a period of at least thirty (30) consecutive days [had/did not have] aggregate anticipated annual income, as certified in the above manner upon their initial occupancy of the apartment unit, of less than sixty percent (60%) of Median Gross Income for the Area.

5. Method used to verify applicant(s) income:

Employer income verification.

Copies oftax returns.

Other ( )

Owner or Manager

(2) "Median Gross Income for the Area" means the median income for the area where the Project is located as determined by the Secretary of Housing and Urban Development under Section 8 of the United States Housing Act of 1937, as amended, or if programs under Section 8 are terminated, median income determined under the method used by the Secretary prior to the termination. "Median Gross Income for the Area shall be adjusted for family size".

(3) See footnote 2. 94094 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Income Verification. (For Employed Persons)

The undersigned employee has applied for a rental unit located in a project financed by the City of Chicago. Every income statement of a prospective tenant must be stringently verified. Please indicate below the employee's current annual income from wages, overtime, bonuses, commissions or any other form of compensation received on a regular basis.

Annual wages

Overtime

Bonuses

Commissions

Total current income

I hereby certify that the statements above are true and complete to the best of my knowledge.

Signature Date Title

I hereby grant you permission to disclose my income to Hyde Park Redevelopment Associates Limited Partnership, an Illinois limited partnership, in order that it may determine my income eligibility for rental of an apartment located in its project which has been financed by the City of Chicago.

Signature Date 10/2/2002 REPORTS OF COMMITTEES 94095

Please send to:

Income Verification. (For Self-Employed Persons)

I hereby attach copies of my individual federal and state income tax returns for the immediately preceding two (2) calendar years and certify that the infonnation shown in such income tax returns is true and complete to the best of my knowledge.

Signature Date

(Sub)ExhibU "C". (To Land-Use Restriction Agreeinent)

Ceriificate Of Continuing Program Compliance.

The undersigned, a of Hyde Park Redevelopment Associates Limited Partnership, an Illinois limited partnership (the "Owoier"), hereby certifies as follows:

1. The undersigned has read and is thoroughly familiar with the provisions of the Land-Use Restriction Agreement, dated as of , 2002, among the Owoier, the City of Chicago and , as Trustee (the "Land-Use Restriction Agreement").

2. Based on Income Computations and Certifications on file with the Owoier, as of the date of this Certificate the following number of completed residential 94096 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

units in the Project (i) are occupied by Qualifjdng Tenants (as such term is defined in the Land-Use Restriction Agreement), or (ii) were previously occupied by Qualifying Tenants and have been vacant and not reoccupied except for a temporary period of no more than thirty-one (31) days:

Occupied by Qualifying Tenants'*': Number of Units

Previously occupied by Qualifjdng Tenants (vacant and not reoccupied except for a temporary period of no more than thirty one (31) days): Number of Units

3. The total number of completed residential units in the Project is.

4. No default has occurred and is subsisting under the Land-Use Restriction Agreement.

Hyde Park Redevelopment Associates Limited Partnership, an Illinois limited partnership

By: DRE, Inc., an Illinois corporation and its general partner

By: President

(1) A unit all of the occupants ofwhich are full-time students does not qualify as a unit occupied by Qualifying Tenants, unless one (1) or more ofthe occupants was entitled to file ajoint tax return. 10/2/2002 REPORTS OF COMMITTEES 94097

(Sub)ExhibU "D". (To Land-Use Restriction Agreement)

Ratable Rent-Up Schedule.

Total Units Occupied Qualifying Units

1-5 2

6-10 4

11-15 6

16 - 20 8

21-25 10

26 - 30 12

31-35 14

36 - 40 16

41-45 18

46 - 50 20

51-55 22

56 - 60 24

61-65 26

66 - 70 28

71-73 30 94098 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

AUTHORIZATION FOR EXECUTION OF AGREEMENTS WITH DIRECTOR OF OFFICE OF MULTI-FAMILY HOUSING RESTRUCTURING AND COMMUNITY INVESTMENT CORPORATION.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council:

Your Committee on Finance, having had under consideration an ordinance authorizing the execution of an amended agreement wdth the United States Department of Housing and Urban Development and the authority to enter into and execute an agreement between the City of Chicago and Community Investment Corporation, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone - 47.

Nays — None. 10/2/2002 REPORTS OF COMMITTEES 94099

Alderman Beavers moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

WHEREAS, The City of Chicago (the "City") is a home mle municipality as described in Section 6(a), Article VII ofthe 1970 Constitution ofthe State oflllinois and, as such, may exercise any power and perform any function pertaining to its government and affairs; and

WHEREAS, There exists wdthin the borders of the City a recognized need for decent, safe, sanitary and well-constructed and maintained housing which persons of low- and moderate-income can afford; and

WHEREAS, Over thirteen thousand (13,000) rental housing units in approximately one hundred thirty (130) housing projects in the City have been financed with loans insured by the Federal Housing Administration ("F.H.A.") and supported by project- based Section 8 Housing Assistance Payment ("H.A.P.") contracts pursuant to Section 8 of the United States Housing Act of 1937 (42 U.S.C. 1437, et seq., as amended); and

WHEREAS, In many cases, these H.A.P. contracts currently provide for rents which substantially exceed the rents received by comparable unassisted housing units within the same market; and

WHEREAS, While annual H.A.P. contract extensions for these projects maintain an important housing resource, each year more H.A.P. contracts expire, compounding the cost to the United States Department of Housing and Urban Development ("H.U.D.") of annual renewal; and

WHEREAS, In order to help preserve the availability ofthis housing while reducing the cost to H.U.D. of providing continued subsidies to such housing, the Multi- Family Assisted Housing Reform and Affordability Act of 1997 (Public Law Number 105-65, as recently and hereafter amended) (such statute, along with related regulations, including the final regulations published at 24 CFR Parts 401 and 402, as amended from time to time, being referred to herein as the "Statutes"), authorized the Secretary of H.U.D. (the "Secretary") to work with owoiers ("Owners") of F.H.A. insured multi-family housing projects which have H.A.P. contracts with above-market rents ("Projects") and enter into restructuring agreements with the Owners to reduce the cost to H.U.D. of renewing contracts for such Projects; and

WHEREAS, The Statutes authorize H.U.D. to restmcture the debt secured by the Projects in a manner designed to minimize adverse impacts on tenants. Owners and communities; and 94100 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

WHEREAS, The Statutes provide that H.U.D. may engage qualified participating administrative entities (each a "P.A.E.") to take over certain responsibilities of H.U.D. arising in the restructuring process described above for Projects within the jurisdiction or service areas ofsuch P.A.E.s with each P.A.E. to be compensated by H.U.D. for such activities; and

WHEREAS, The City, through its Departnient of Housing ("D.O.H."), has previously applied to H.U.D. to be selected as a P.A.E.; and

WHEREAS, Pursuant to an ordinance adopted by the City Council ofthe City on May 12, 1999 and published at pages 232 — 308 ofthe Joumal ofthe Proceedings of the City Council (the "Joumar] of such date, the City authorized the Commissioner of D.O.H. (the "Commissioner"), subject to the approval of the Corporation Counsel, to sign an agreement setting forth the prior selection of D.O.H. as P.A.E.; and

WHEREAS, The Secretary desires to again retain D.O.H. as a P.A.E. under the terms and conditions set forth in the Portfolio Restructuring Agreement attached hereto as Exhibit A and hereby incorporated herein (the "P.R.A. Agreement"); and

WHEREAS, D.O.H. proposes to enter into the P.R.A. Agreement with H.U.D. on behalf of the City; and

WHEREAS, The P.R.A. Agreement provides that D.O.H. may contract with other entities to perform a portion ofthe duties of D.O.H. under the P.R.A. Agreement; and

WHEREAS, D.O.H. proposes to enter into an agreement wdth Community Investment Corporation, an Illinois not-for-profit corporation ("C.I.C"), to perform a portion of the duties of D.O.H. under the P.R.A. Agreement, and a form of such agreement (the "C.I.C. Agreement") is attached hereto as Exhibit B and hereby incorporated herein; and

WHEREAS, Under the P.R.A. Agreement, certain costs may be incuned by or on behalf of the City in connection with performing the duties of D.O.H. under the P.R.A. Agreement ("Costs of Performance"), and, subject to certain limits set forth in the Agreement, such costs may be reimbursed by H.U.D.; and

WHEREAS, Pursuant to an ordinance adopted by the City Council ofthe City on May 20, 1998 and pubUshed at pages 68294 - 68358 ofthe Joumal of such date, amounts paid into a fund to be created by the City Comptroller (the "Available Funds") were appropriated for use by D.O.H. under the Designee Management Plan Agreement between the City and H.U.D. authorized by such ordinance; and 10/2/2002 REPORTS OF COMMITTEES 94101

WHEREAS, Under the P.R.A. Agreement, the City will receive pajonents from H.U.D. in amounts and on the terms and conditions set forth in the P.R.A. Agreement, which pajonents may include reimbursement of Costs of Performance, and the amounts received from H.U.D. by the City are to be deposited into the Available Fund; and

WHEREAS, D.O.H. desires to have the authority to use all amounts in the Available Fund received from H.U.D. pursuant to the P.R.A. Agreement for Costs of Performance or for any other purposes as determined by D.O.H. to be necessary in connection with the P.R.A. Agreement; now, therefore.

Be It Ordained by the City Council of the CUy of Chicago:

SECTION 1. The above recitals are incorporated herein and made a part hereof

SECTION 2. Subject to the approval of the Corporation Counsel, the Commissioner or his/her designee is hereby authorized to execute and deliver the P.R.A. Agreement and the C.I.C. Agreement, each in substantially the form attached hereto as Exhibit A and Exhibit B, respectively, with such changes therein as the Commissioner shall approve, without changing any essential terms of the P.R.A. Agreement or the C.I.C. Agreement (execution of the P.R.A. Agreement and the C.I.C. Agreement by the Commissioner constituting conclusive evidence of such approval), and to enter into and execute all such other agreements and instruments, and to perform any and all acts as shall be necessary or advisable in connection wdth implementation ofthe P.R.A. Agreement and the C.I.C. Agreement.

SECTION 3. All amounts held in the Available Fund from time to time which have been received from H.U.D. under the P.R.A. Agreement have become available for appropriation in connection with the City's performance of its duties and obligations under the P.R.A. Agreement.

SECTION 4. If any provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such provision shall not affect any ofthe other provisions ofthis ordinance.

SECTION 5. All ordinances, resolutions, motions or orders in conflict with this ordinance are hereby repealed to the extent of such conflict.

SECTION 6. This ordinance shall be in full force and effect immediately upon its passage.

Exhibits "A" and "B" referred to in this ordinance read as follows: 94102 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

ExhibU "A". (To Ordinance)

Porifolio Restructuring Agreement

By And Between

The Director Of The Office Of Multi-Family

Housing Assistance Restructuring

And

City Of Chicago Depariment Of Housing, A Pariicipating Administrative Entity.

This Portfolio Restructuring Agreement (the "Agreement") dated and effective as of January 1, 2002 ("Effective Date") between the Director of Office of Multi-Family Housing Assistance Restmcturing and/or the Director's successor(s) and/or assignee(s) (collectively, the "Director") and the City of Chicago Department of Housing, a(n) agency formed under the laws of Illinois with its principal place of business at 318 South Michigan Avenue, Chicago, Illinois 60604 ("Participating Administrative Entity" or "P.A.E.").

Preamble.

Whereas, Over eight hundred thousand (800,000) multi-family rental housing units in approximately ten thousand (10,000) housing projects have been financed with F.H.A.-insured loans and supported by project-based Section 8 housing assistance pajonent ("H.A.P.") contracts pursuant to Section 8 ofthe United States Housing Act of 1937; and

Whereas, In many cases, these H.A.P. contracts currently provide for rents which substantially exceed the rents received by comparable unassisted housing units within the same local market; and

Whereas, While annual H.A.P. contract extensions for these projects maintain an important housing resource, each year more H.A.P. contracts expire, compounding the cost to the Department of Housing and Urban Development ("H.U.D.") of annual renewals at above market rents; and 10/2/2002 REPORTS OF COMMITTEES 94103

Whereas, The Multi-Family Assisted Housing Reform and Affordability Act of 1997, Title V of Public Law 105-65, approved October 27, 1997, as now and hereafter amended ("M.A.H.R.A."), limits renewals of most H.A.P. contracts expiring in fiscal year 1999 and thereafter to rent levels which do not exceed the rent of comparable properties in the same market area and authorizes participation by owners with properties that have F.H.A.-insured or Secretary-held mortgages whose rents are subject to the required reduction (each an Owoier, collectively, "Owners") in the Mark-to-Market rental and mortgage restructuring program (the "M2M Program"); and

Whereas, The M2M Program will either review and adjust only the Section 8 rent subsidies (referred to as a "Lite", as more filly defined below) or review and adjust the Section 8 rent subsidies and restructure the debt secured by these properties (referred to as a "FuU", as more fully defined below) while minimizing adverse impacts on tenants. Owners and communities; and

Whereas, Under the M2M Program, final regulations were published on March 22, 2000, 24 C.F.R. Parts 401 and 402 (as amended from time to time, collectively, the "Final Regulations"), to provide rules by which all Lites and Fulls under the M2M Program will be processed; and

Whereas, The M2M Program provides that H.U.D. may proride qualified Participating Administrative Entities ("P.A.E.s") with the opportunity to perform certain responsibilities to assist with the implementation ofthe M2M Program; and

Whereas, H.U.D. has developed guidance for the M2M Program in the form ofthe Operating Procedures Guide (as amended from time to time and incorporated herein by reference, the "Guide"); and

Whereas, M.A.H.R.A. established an office within the Department of Housing and Urban Development known as the Office of Multi-Family Housing Assistance Restructuring ("O.M.H.A.R.") under the management of a Director (as more fully defined below); and

Whereas, P.A.E. is providing M2M Program services under an existing Portfolio Restructuring Agreement ("Original P.R.A."), and the Director and P.A.E. desire to establish a new and modified contractual relationship with respect to Projects assigned to P.A.E. from and after Januaiy 1, 2002; and

Now, Therefore, In consideration of the mutual covenants and agreements set forth below and for other good and valuable consideration, the sufficiency ofwhich is acknowledged by the parties hereto, the Director and the P.A.E. agree as follows: 94104 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Article 1.

Definitions.

When used in the Agreement, the following terms and phrases shall have the meanings identified below:

Acceptance: The date the P.A.E. signs a "Schedule of Projects" ((Sub)Exhibit 1 to the Agreement) is the date of Acceptance wdth respect to the projects (defined below) listed therein.

Affected Unit of Local Government: The unit of general local government with jurisdiction in which the project is located.

Affiliate: When used wdth respect to a specified person, an affiliate is:

(a) an immediate family member of the specified person (for purposes hereof, the members of a person's immediate family shall be such person's parents, grandparents, spouse, children, grandchildren, siblings and children of siblings);

(b) a person that controls, directly or indirectly through one (1) or more intermediaries, is controlled by, or is under common control wdth such specified person;

(c) a director, officer, employee, trustee or general partner of, or an owner of an equity interest often percent (10%) or more or a beneficiary of a trust owning an equity interest often percent (10%) or more in the specified person or any specified person in clause (b) above; or

(d) member ofthe immediate family ofthe specified person in clause (b) or (c) above or of any investor or of any direct owner.

For purposes of this definition, the term "control" (and any derivative thereof) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract or otherwise. An affiliate ofthe P.A.E. shall include any contractor, subcontractor or any other party engaged by the P.A.E. in connection with its duties under this Agreement.

Agreement: This Portfolio Restructuring Agreement and all attachments and (sub) exhibits which are attached hereto and made a part hereoL 10/2/2002 REPORTS OF COMMITTEES 94105

Anticipatory Breach: A determination in the judgment ofthe director that the actions or inactions of a P.A.E. will result in an event of default under the Agreement.

Base Fee: The payments eamed by the P.A.E. for completion of required work (defined below), as set forth in the Agreement.

Centralized Closing: This is the process pursuant to which a project is transfened by a P.A.E. to O.M.H.A.R. to be closed in accordance with O.M.H.A.R.'s Centralized Closing Procedures Memorandum dated May 8, 2001, as may be amended from time to time and which is incorporated by reference herein.

Closing: Execution of all required documents necessaiy to implement the restructuring commitment and as further described in the Guide.

Completion: The conclusion of a P.A.E.'s work on a project in accordance with Chapter 6 of the Guide, other than a Closing.

Day: Calendar day.

Director: The Director of O.M.H.A.R. and staff acting for the director in accordance with delegated authority. In the event the director no longer has authority to administer the M2M Program, references to the director shall mean the Secretary of the Department of Housing and Urban Development or the Secretary's designee.

Due Diligence: The P.A.E.'s due diligence is completed when:

(a) The P.A.E. has submitted an invoice, along wdth an M.I.S. printout showing the dates the P.A.E. accepted the Physical Condition Assessment (P.C.A.) and appraisal.

(b) The first tenant meeting has occurred.

(c) The P.A.E. has requested H.U.D. Project and asset management files and the appropriate Project information from the owner, the lender, and the local government and every reasonable effort has been made by the P.A.E. to obtain the requested documents.

(d) The P.A.E. has obtained a copy of the H.A.P. contract.

(e) The P.A.E. has concluded that the Project is not subject to state or local bond financing, or that the Project is subject to state or local bond financing and the P.A.E. has submitted to O.M.H.A.R. (i) the executive summary that provides the results ofthe P.A.E.'s collection and review required loan and bond documentation, and (ii) a recommendation as to 94106 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

whether the Project is exempt from a Mark-to-Market restructuring pursuant to Section 514(h)(1) of M.A.H.R.A.

Effective Date: As of January 1, 2002.

Eligible Project or Project: A multi-family rental housing project which meets the definitions and requirements of M.A.H.R.A. and the final regulations established thereunder for eligibility to participate in the M2M Program.

Expiration: The end of the term, including any extension, if any, of the Agreement as a result of the passage of time, but not including the Director's Termination of the Agreement under Article 16.

Extension: As defined in Section 3.3.

Fees: As described in Articles 9, 10, 11, 12 and 14, and (Sub)Exhibits 4 and 5 (including, base fees, incentive fees (defined below) and reimbursable pajonents, if any.)

F.H.A. Insurance Fund: The General Insurance Fund or the Special Risk Insurance Fund, as appropriate, established under the National Housing Act.

F.M.R.: Fair Market Rents, established pursuant to Section 8(c) of the United States Housing Act of 1937.

Full: A restructuring transaction involving the modification of the Section 8 assistance subsidy and the restructuring ofthe existing F.H.A.-insured or H.U.D.- held first mortgage, pursuant to a restructuring commitment (defined below) under Section 514 of M.A.H.R.A.

H.U.D.: H.U.D. means the Director or a H.U.D. official authorized to act in lieu ofthe Director, in accordance with delegated authority when used in reference to provisions of M.A.H.R.A., and otherwise means the Department of Housing and Urban Development.

H.U.D. Counsel: H.U.D.'s Office of General Counsel.

Incentive Fee: Fees that may be earned by the P.A.E. upon compliance with the terms and conditions for such fees.

Key Personnel: P.A.E. and subcontractor staff assigned to complete the duties under the Agreement, as defined in Section 5.10 and shown in (Sub)Exhibit 3, and as may be modified from time to time in accordance wdth the Agreement. 10/2/2002 REPORTS OF COMMITTEES 94107

Lite: A transaction involving the modification ofthe Section 8 subsidy that does not require a restructuring ofthe existing F.H.A.-insured or H.U.D.-held first (1^') mortgage pursuant to Section 514 of M.A.H.R.A.. The two (2) types of Lite transactions, as further described in the Guide, are (1) a "Tier 1 Lite" transaction using market rents and a limited expense, vacancy and other income analysis, and (2) a "Tier 2 Lite" transaction using market rents and a full expense, vacancy and other income analysis.

Litigation Costs: As defined in Section 12.2.3.

Mortgage Restructuring and Rental Assistance Sufficiency Plan: See restructuring plan, below.

Nonpublic Information: As defined in Section 14.1.1.

Operating Procedures Guide: The administrative procedures guidance, commonly called the Guide, as defined in the Preamble to the Agreement and as amended from time to time in accordance with Section 5.10.3. The Guide is incorporated herein by reference, as contained (Sub)Exhibit 2.

Other Parties: As defined in Section 7.3.1.

P.A.E. Counsel: An individual counsel or law firm hired by the P.A.E. to perfonn legal tasks pursuant to the Agreement.

Person: Any individual, corporation, association, partnership, business trust, limited liability company, joint stock company, joint venture, trust, estate or other entity or organization of whatever nature.

Portfolio: As defined in Section 4.1.

Reactivated Full: A Full that has been previously determined ineligible, discontinued, or completed in accordance with Chapter 6 ofthe Guide, the Owner ofwhich subsequently elects to re-enter the M2M Program provided the Project and/or the Owner has been determined to be eligible for re-entry into the M2M Program.

Records: As defined in Section 15.1.l.a.

Rent Comparability Review: A determination by a P.A.E. as to whether current Section 8 contract rents exceed comparable market rents, utilizing the rent comparability study (defined below) as input.

Rent Comparability Study: A third party report to determine comparable rents (in accordance with the requirements of H.U.D. Notice H-00-12 or any subsequent 94108 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

replacement notice). The P.A.E. will use the rent comparability study to conduct the Rent Comparability Review.

Rental Assistance Assessment Plan (R.A.A.P.): A plan which addresses whether Section 8 assistance should be renewed wdth project-based or tenant- based assistance as part of a restructuring plan (defined below) and as further described in Section 515(c)(2) of M.A.H.R.A.

Required Work: As specified in the Agreement or the Guide, including but not limited to Appendix V ofthe Guide.

Restructuring: The processes the P.A.E. uses to complete a Full or a Lite.

Restructuring Commitment: A document incorporating a restructuring plan, prepared by the P.A.E. and executed by the Owoier and Director setting forth the terms of a Full.

Restructuring Plan: The Mortgage Restructuring and Rental Assistance Sufficiency Plan for a Full developed by the P.A.E. in consultation with the Owner, which describes the modification or refinancing ofan F.H.A.-insured or H.U.D.- held mortgage, and addresses the provision of project-based or tenant-based assistance, repairs and rehabilitation for the Project, affordability restrictions, and other items as more specifically described in the Final Regulations and the Guide.

Secretary: Secretary ofthe Department of Housing and Urban Development and staff acting for the secretary in accordance wdth delegated authority. Reference to'the secretary may also mean the Director and the Director's staff when applicable, if the Director is authorized to act on behalf of the secretary.

Services: As defined in Article 2.

Subcontractor: A Person, including a teaming partner, with which the P.A.E. contracts to carry out portions of the provisions of the Agreement, including, but not limited to, appraisers and inspectors providing reports to fulfill Due Diligence requirements.

Subsidy Restructuring: Recommendation: A recommendation, in accordance wdth the Guide, by the P.A.E. regarding a Lite.

Teaming Partner: A Person retained by the P.A.E. to perform some or all ofthe work otherwise to be performed by the P.A.E. under the Agreement.

Term: As defined in Sections 3.1 and 3.3.

Termination: The ending of the Agreement and any Extension hereof by the Director or the P.A.E. pursuant to Article 16. 10/2/2002 REPORTS OF COMMITTEES 94109

Transfer Of Physical Assets (sometimes referred to as a "T.P.A."): As defined in the H.U.D. Handbook 4350.1, Chapter 13 (available online at wwrw.hudclips.org), asmay be modified by O.M.H.A.R. from time to time, and when accomplished in conjunction with an M2M Restructuring.

Ariicle 2.

Appointment Of The P.A.E. And Scope Of Services.

Director hereby retains the P.A.E. as an independent contractor for the sole purpose of performing the services, duties and obligations described in the Agreement, and the P.A.E. hereby agrees to perform such services, duties and obligations (collectively referred to as the "Services") on the terms and conditions set forth below in accordance with M.A.H.R.A., the Final Regulations and the Guide. The recitals are incorporated herein and made a part of the Agreement.

Ariicle 3.

Term Of Agreement.

3.1 Initial Term.

Subject to Article 16, the Agreement shall have a term that commences on the Effective Date and expires at 11:59 P.M., Eastern Time, on June 24, 2002 (the "Term").

3.2 Renewal.

The Agreement shall be renewed for one (1) year periods, commencing the day after the end ofthe Term, and ending one (1) year thereafter for each such renewed Term, but no later than September 30, 2006 (or such later date that may be necessary and determined pursuant to Section 3.3 below), unless the Director or the P.A.E. provides written notice to the other, not less than sixty (60) days prior to the end ofthe Term, that it does not wdsh to renew the Agreement. In the event the Director or the P.A.E. elects not to renew the Agreement, the Agreement will expire on the earlier of (i) the last day of the Term as it may have been extended from time to time, or (ii) the effective date of a Termination pursuant to Article 16. Upon Expiration or Termination, the right to complete work under the Agreement shall 94110 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

end immediately, and the responsibility for all assigned Projects shall revert immediately back to O.M.H.A.R., except as otherwise provided in the Agreement or as may be determined by mutual agreement ofthe parties and evidenced in writing.

3.3 Extension.

The Term may be extended by mutual agreement of the parties, for such period as the parties shall agree upon (the "Extension"). Except where specifically indicated otherwise, reference to the Term shall include any renewal or Extension.

Ariicle 4.

Projects Subject To Agreement.

4.1 Portfolio Of Projects.

The Projects subject to the Agreement are identified on (Sub)Exhibit 1, which may be amended from time to time to reflect the addition or withdrawal of Projects to the coverage of the Agreement as provided below. All of the Projects subject to the Agreement at any given time constitute the portfolio (the "Portfolio").

4.2 Addition Or Withdrawal Of Projects.

The addition or withdrawal of Projects described below shall not be effective unless accompanied by an amendment to (Sub) Exhibit 1 or other written notice from the Director to the P.A.E.

4.2.1 Addition Of Projects.

From time to time, the Director may add one (1) or more Projects under the Agreement.

4.2.2 Withdrawal Of Projects.

From time to time the Director may withdraw one (1) or more Projects from the Portfolio, and each such withdrawal shall be accomplished as follows:

(a) Right To Withdraw. The Director may withdraw one (1) or more Projects from the coverage ofthe Agreement upon the occunence ofany ofthe following: 10/2/ 2002 REPORTS OF COMMITTEES 94111

(i) the Director at any time finds that there is a conflict of interest regarding the Project;

(ii) the Project is involved in litigation (including, but not limited to, enforcement proceedings against the Owner);

(iii) the Owner withdraws from the M2M Program;

(iv) the Director's convenience pursuant to Section 16.3;

(v) other good cause affecting the ability or eligibility of a Project or Owner to undergo restructuring pursuant to the Agreement; and

(vi) any reason specified in Article 16.1.

(b) Procedure For Withdrawal. Director shall wdthdraw a Project by notifying the P.A.E. of its decision to withdraw such Project and the reasons for withdrawal, and the withdrawal shall be effective immediately, unless the Director provides otherwise. The P.A.E. shall, within seven (7) days following notice, unless sooner or otherwise specified by the Director, transmit all Records relating to such Project to the Director, or to an entity or person identified by the Director, and shall cooperate with the Director to effect an efficient and smooth transition of responsibility with respect to such Project. Alternatively, at the Director's discretion, staff acting for the Director may, upon forty-eight (48) hours notice, enter upon the P.A.E.'s place ofbusiness during business hours to retrieve the Records.

(c) Payment To P.A.E. Upon Withdrawal. The P.A.E. will be compensated for withdrawn Projects in accordance with Article 10.

Article 5.

The P.A.E.'s Duties.

5.1 General Scope Of Duties.

The P.A.E. shall perform the Required Work and such other related tasks as agreed to by the Director and the P.A.E. with respect to the Portfolio.

The P.A.E. may subcontract its duties under the Agreement pursuant to Article 7 below but may not delegate to any other entity the duties under the Agreement 94112 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

wdthout the prior written approval of the Director. Under all such circumstances, the P.A.E. retains the responsibility for the perfonnance of its duties.

The P.A.E.'s duties are more fully described in the Guide.

5.2 Engagement Of Contractors By The P.A.E. And Prohibition Against Transactions With AffiUates Of The P.A.E.

5.2.1

The P.A.E. may subcontract with Teaming Partners, pursuant to Article 7, and other subcontractors in its sole name and at its sole cost and expense, except as reimbursement by the Director is specifically authorized, to assist in or undertake activities as may be necessary and appropriate under the Agreement. Reimbursement by the Director wdll occur only when authorized, and payments will be made by O.M.H.A.R. only to the P.A.E. and not directly to any such Teaming Partners or other subcontractors as may be utilized.

5.2.2

Any duties under the Agreement required to be undertaken by third parties must be undertaken pursuant to arms-length agreements with Persons that are not Affiliates ofthe P.A.E., except with the prior written approval ofthe Director.

5.2.3

In no event shall the P.A.E. allow any Restructuring Plan to facilitate the sale of any of the Projects in the Portfolio, or ofany interest therein, to the P.A.E., or any Affiliate ofthe P.A.E., or party related to the P.A.E.; or facilitate any benefit to the P.A.E. or any Affiliate, whether of a monetary nature or through employment as property manager or otherwise, other than the Fees and financing consented to by O.M.H.A.R., in accordance with the Guide and the Agreement.

5.3 Contract Administrator.

For public entity P.A.E.s, upon its request, P.A.E. shall serve as Section 8 contract administrator for any contracts entered into as part of an approved Restructuring Plan provided that (1) the P.A.E. completes the Restructuring Plan and the Project subsequently Closes pursuant thereto, (2) the current contract administrator completes the Term of its contract, and (3) the P.A.E. is qualified, pursuant to the applicable statutes and regulations, to administer Section 8 contracts. 10/2/2002 REPORTS OF COMMITTEES 94113

5.4 P.A.E. Financing Of FuUs.

The P.A.E. or an Affiliate of the P.A.E. may provide financing in connection with a Full, ifthe P.A.E. demonstrates to the Director's satisfaction that the financing being offered is commercially reasonable and competitive, and that the process for the Owner's selection of financing has allowed adequate competition from other sources.

In support ofits demonstration that the financing is the best available, the P.A.E., at a minimum, shall include with the proposed Restructuring Commitment the following: (i) certification that the P.A.E. has negotiated with the Owner to provide the maximum supportable debt subject to prudent underwriting standards, including overall savings to the insurance fund; (ii) the Owner's certification that the P.A.E.'s proposed financing is competitive with the terms of other financing reviewed by the Owner; (iii) the Owner's certification disclosing any agreements between the Owner and the P.A.E., other than the financing arrangement, which agreements may be subject to the Director's review to determine if there is any conflict with the Agreement; (iv) a certification by the P.A.E. fully disclosing all consideration, direct or indirect, paid or to be paid to the P.A.E. in connection with the financing; and (v) a narrative by the P.A.E. setting forth its rationale that, within the context of savings for the F.H.A. Insurance Fund and Section 8 Assistance, the best available financing is being offered by the P.A.E.

Furthennore, the provision of any such financing, either by the P.A.E. or an Affiliate of the P.A.E., requires that the Director will subject the Full to such additional review as the Director deems necessary. If the financing provided is insured under H.U.D.'s risk-sharing program and the entity providing the financing will share at least fifty percent (50%) of the risk, the Director may subject the Full to such additional review as the Director deems necessaiy. The P.A.E. shall provide such other information and documents as requested by the Director regarding the P.A.E.-proposed financing.

5.5 P.A.E. Duties In Cases Of Transfer Of Physical Assets And/Or Bond- Financed Projects.

5.5.1

A P.A.E. facilitating a modified or full T.P.A. in connection with a Full will receive compensation in accordance with Article 10 and (Sub)Exhibit 4.

5.5.2

As part ofits Required Work during Due Diligence, the P.A.E. must determine whether the Project is subject to state or local bond financing. 94114 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

If the P.A.E. determines that the Project is not subject to state or local bond financing, the submission of an invoice for completion of Due Diligence that does not include the additional Base Fees or reimbursable expenses allowed for bond- financed transactions as specified on (Sub)Exhibit 4 shall be deemed to be P.A.E.'s certification that the Project is not subject to state or local bond financing.

If the P.A.E. determines that the Project is subject to state or local bond financing, the P.A.E. shall:

a. Obtain the documents needed for O.M.H.A.R. to determine whether the Project is exempt pursuant to Section 514(h)(1) of M.A.H.R.A. from the implementation of a Restructuring Plan. The following documents are illustrative of those that may be required: bond trust indenture, refunding agreement, general/special resolutions for the subject bonds, debenture lockout agreement, financing agreement, mortgage note and any amendments to these documents. The P.A.E. should ascertain and verify bond and loan payoff balances, including an accounting and planned disposition ofali bond escrows and reserves. The P.A.E. must assemble and provide to O.M.H.A.R. a party transaction list (e.g. bond trustee, loan servicer, et cetera) including addresses and telephone numbers. A P.A.E. fulfilling these duties will receive compensation in accordance with (Sub)Exhibit 4 as additional Base Fees payable as apart of Due Diligence.

b. Prepare an executive summary that incorporates the following information: (i) the relevant provisions in the mortgage note, the bond documents, and any amendments, that control whether and when the mortgage note can be prepaid and the bonds redeemed, respectively, (ii) an analysis of such provisions, and (iii) the P.A.E.s'recommendation as to whether or not the property is exempt from the implementation of a Restructuring Plan pursuant to Section 514(h)(1) of M.A.H.R.A.. A P.A.E. fulfilling these duties will receive compensation in accordance with (Sub)Exhibit 4 as additional Base Fees payable as a part of Due Diligence.

Ifthe P.A.E. determines that the bonds are redeemable concurrent with Closing, and if O.M.H.A.R. concurs, the P.A.E. shall:

c. Create and implement a strategy for the redemption of the bonds. Contact the bond trustee to obtain information regarding redemption of the bonds, such information to include the sums required to redeem the bonds (principal, interest, premiums, penalties, trustee fee, et cetera); notice and timing requirements, any special conditions and the parties responsible to satisfy such conditions or requirements; and, the escrow balances (sinking fund, reserves, et cetera, that are available to apply to 10/2/2002 REPORTS OF COMMITTEES 94115

the . sums required for redemption). The P.A.E. must verify the appropriateness of all sums required for redemption. Thereafter the P.A.E. shall secure from the bond trustee a letter or other written confirmation containing all requirements and instructions necessary to redeem the bonds. The Restructuring Plan the P.A.E. submits to O.M.H.A.R. must incorporate and address the redemption requirements in its recommendation for approval or discontinuance of the Plan. A P.A.E. fulfilling these duties will receive compensation in accordance wdth (Sub)Exhibit 4.

If the P.A.E. determines that the bonds are not redeemable concurrent with Closing, but defeasance of the bonds may be practicable, wdth O.M.H.A.R. concurrence and authorization, the P.A.E. may elect (i) to surrender the Project to O.M.H.A.R. with no further processing responsibilities and receive compensation in an amount equal to the sum provided under (Sub)Exhibit 4 for the completion of Due Diligence, or (ii) to evaluate the feasibility of defeasance as follows:

d. Create and implement a strategy for the defeasance of the bonds. Contact the bond trustee to obtain information regarding defeasance of the bonds, such information to include the sums required to defease the bonds (principal, interest, premiums, penalties, trustee fee, et cetera), the escrow balances (sinking fund, reserves, et cetera), the notice, timing and any other requirements for defeasance and identification ofthe party responsible for satisfying such requirements. Thereafter the P.A.E. shall secure from the bond trustee a letter or other written confirmation containing all requirements and instructions necessary to defease the bonds. The P.A.E. must verify the appropriateness ofthe sums required for defeasance. The Restructuring Plan the P.A.E. submits to O.M.H.A.R. must incorporate a financial cost/benefit analysis and the P.A.E.'s recommendation to either defease the bonds concurrent with Closing, or delay Closing until the bonds may be redeemed. If the defeasance is approved by O.M.H.A.R., the P.A.E. wiU be instmcted by O.M.H.A.R. to implement the bond defeasance strategy in coordination with the standard requirements for Closing. A P.A.E. fulfilling these duties will receive compensation in accordance wdth (Sub)Exhibit 4.

5.6 Training Through Technical Assistance Briefings.

The P.A.E. and its Subcontractors must attend such technical assistance briefings as required by the Director. The P.A.E. wdll be notified of required training via electronic mail or United States Mail, at the Director's discretion and the P.A.E. will be reimbursed for such travel costs pursuant to Section 9.2.6. 94116 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

5.7 P.A.E. Standards Of Performance. The P.A.E. shall at all times act in good faith and in the best interests of the Director and shall carry out its duties with all deliberate speed. The P.A.E. shall use its best efforts and exercise all due care and sound business judgment in performing its duties under the Agreement, and shall act to avoid conflicts of interest or the appearance of conflicts oflnterest in the performance ofits duties. The P.A.E. shall at all times comply with all applicable statutes, the Final Regulations, and the Guide, including, without limitation, the Standards of Conduct in Section 401.311 ofthe Final Regulations.

5.7.1

The P.A.E. shall perform its duties and responsibilities within the following timelines. All activity deadlines pertaining to a Project will be calculated from the date of Acceptance ofthe Project.

a) FuUs.

1) Order all standard required third-party reports wdthin thirty (30) days.

2) Complete Required Due Diligence within one hundred fifty (150) days.

3) Submit an approvable Restructuring Plan, recommend a Completion or recommend an approvable (by O.M.H.A.R.) conversion to a Lite, within two hundred ten (210) days.

4) Complete closing within twelve (12) months.

b) Lite Transactions. 1) Order all standard and required third-party reports within thirty (30) days

2) Submit a Subsidy Restructuring Recommendation that is approved by O.M.H.A.R. for Tier 1 Lite within ninety (90) days or for Tier 2 Lite within one hundred twenty (120) days.

3) If a Full converts to a Lite, then the deadlines wdll be calculated from the time of the conversion. If, however, the standard and required third-party reports for the Project have been completed prior to converting, then the deadlines shown in b) 2) above will be reduced by thirty (30) days, to sixty (60) days for a Tier 1 Lite and ninety (90) days for a Tier 2 Lite. 10/2/2002 REPORTS OF COMMITTEES , 94117

c) Rent Comparability Reviews.

1) Complete a Rent Comparability Review that is approved by O.M.H.A.R. within seventy-five (75) days.

2) If a Rent Comparability Review converts to a Full or a Lite, then the P.A.E. shall satisfy the provisions of a) and b) above, as applicable.

d) Reactivated Fulls.

If a Project that previously reached Completion (but did not close) is reactivated and reassigned to the P.A.E., the P.A.E. shall submit a Restructuring Plan and close or reach Completion within the time period agreed to by O.M.H.A.R. and the P.A.E. as evidenced by the signed form 2.16, which is required to Reactivate a Project. This time period may be extended by the Director for cause, for example, if new third party reports are deemed necessary.

e) Lites That Convert To FuUs.

If a Lite converts to a Full, then the timelines in a) 3 and a) 4 above will be applied from the date ofthe original Acceptance.

5.7.2

Without limiting any term or condition of the Agreement, failure by P.A.E. to meet the deadlines in the timelines specified in Section 5.7.1 constitutes a default under the Agreement. Time is ofthe essence with respect to P.A.E.'s compliance with these deadlines.

5.7.3

The Director, in its sole discretion, may extend any deadlines upon a showing of good cause. No extension shall be effective unless in writing and signed by the Director or the Director's authorized representative.

5.8 P.A.E.'s Procedures For Approval Of Restructuring Plan And Subsidy Restructuring Recommendation.

The P.A.E. shall have developed internal procedures for its approval of Restructuring Plans for Fulls and Subsidy Restructuring Recommendations for 94118 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Lites. The procedures shall provide quality control through the use of an intemal loan committee or other review and approval mechanism, satisfactory to O.M.H.A.R.

5.9 Preparation Of Restructuring Commitment.

The P.A.E. shall prepare, for the Director's signature, a Restructuring Commitment, which incorporates the Restructuring Plan approved by the Director.

5.10 P.A.E. Administrative Duties.

5.10.1 P.A.E.'s Key Personnel.

(Sub)Exhibit 3 identifies certain employees and Subcontractors ofthe P.A.E. as important to the performance of the P.A.E.'s duties under the Agreement ("Key Personnel") and the percentage of time allocated to performing the Services in accordance with the Agreement. O.M.H.A.R. relied upon the P.A.E.'s representation as to Key Personnel in the award of the Agreement and Projects. The P.A.E. agrees to identify in (Sub)Exhibit 3 a primary contact person, including telephone number and e-mail address, who is responsible for day-to-day activities of the P.A.E. under the Agreement. The P.A.E. also agrees to notify the Director of and obtain the Director's written approval for any change in Subcontractors listed in (Sub)Exhibit 3 or their respective percentages of time, and wdll provide the Director wdth a summary of the qualifications of any substituted Key Personnel. Substitution of Key Personnel with equaUy qualified personnel as determined by the Director will result in approval of the change.

5.10.2

The P.A.E. has a continuing obligation to update (Sub)Exhibit 3 wdth the names of Key Personnel and Subcontractors and their allocated time of performance so that it will be true and correct at all times.

5.10.3 Delivery Of And Modification To The Guide.

From time to time the Director, at his sole discretion, may modify and make changes to the Guide. The P.A.E. shall be responsible for keeping current with the modifications to the Guide. Modifications to the Guide shall be made available by the Director to the P.A.E. either in hard-copy or in electronic forms, including posting on the O.M.H.A.R. website. The P.A.E. will be notified by mail and electronically ofthe availabiUty of modifications to the Guide, and shall implement the changes in the Guide upon receipt of such notice, unless otherwise specified by the Director. If the Director imposes a change to the Guide which causes a 10/2/2002 REPORTS OF COMMITTEES 94119

substantial impact on the P.A.E.'s costs and expenses or time limits for performance of its restructuring duties, the Director will take such change into account if the P.A.E. requests a waiver in related fee limits or time limits.

5.11 Advertising And Publicity.

The P.A.E. shall not issue or sponsor, and it wdll require its Teaming Partner and Subcontractors, if any, not to issue or sponsor, any advertising or publicity that states or implies, either directly or indirectly, that Director endorses, recommends or prefers the Services of the P.A.E., and/or those of any Teaming Partner or Subcontractor. The P.A.E. shall not use, and shall require that its Teaming Partner or Subcontractor not use, the H.U.D. or F.H.A. logo in any fashion without Director's prior woitten approval.

Ariicle 6.

Tenant Pariicipation.

6.1 Tenant Opportunity To Participate.

The P.A.E. shall provide an opportunity for the Project's tenants and local community groups to give comments to the P.A.E. during the development of a Full or Lite, as provided for and in accordance with the Guide.

6.2 Tenant Meetings.

The P.A.E. must hold a minimum of two (2) meetings with Project tenants to provide information regarding the restructuring for a Full, and provide an opportunity to Project tenants to comment on the proposed Restructuring Plan. Additional details regarding required tenant meetings are found in the Guide.

6.3 Tenant Participation In Restructuring Process.

The P.A.E. shall work wdth the Owner to ensure that tenants and local community groups may have effective and timely participation in the restructuring process, and that tenant organizers are permitted access to the Project, at the request of tenants, for the purpose of assisting tenants to organize and participate in the restructuring pursuant to the terms ofthe Guide. Ifthe P.A.E. becomes aware that the Owner is not assisting the tenants and local community groups in this manner, the P.A.E. shall so notify the Director. 94120 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Article 7.

The P.A.E.'s Contracts With Teaming Pariners.

7.1 Teaming Partner Notification.

7.1.1

To the extent that there are in effect on the Effective Date of the Agreement, or thereafter, contracts with Teaming Partners proposed to be used under the Agreement covering any ofthe Services, the P.A.E. shall infonn the Director ofthe extent to which the P.A.E. proposes to use such Teaming Partners.

7.1.2

The P.A.E. shall inform the Director of the Services being performed by the Teaming Partners.

7.1.3

The P.A.E. has an ongoing obligation to inform the Director ofany changes in the use of Teaming Partners during the Term.

7.2 P.A.E.'s Responsibility.

Notwithstanding the P.A.E. 's right to enter into Teaming Partner subcontracts, the P.A.E. shall remain solely responsible and liable for the proper and timely performance ofthe Services and management and timely performance ofits duties and the duties of its Teaming Partners in the performance of the Agreement.

7.3 Contracts With Teaming Partners. •

The P.A.E. shall ensure that all Teaming Partner subcontracts shall be consistent with the terms of the Agreement and the P.A.E.s duties hereunder. Among other provisions, each Teaming Partner subcontract shall provide that:

7.3.1

The Teaming Partner agrees to seek damages or other remedies solely against the P.A.E. and not against the Director, the Secretary, H.U.D., the Owner and 10/2/2002 REPORTS OF COMMITTEES 94121

their respective officers, directors or employees, for any claim arising under the subcontract. (Collectively, the Director, the Secretary, H.U.D., the Owner or their respective officers, directors or employees shall be referred to as "Other Parties".) Upon request that may be made from time to time, the Teaming Partner will acknowledge that it has no claims against the Other Parties, or any of them or will waive any such claims it believes it may have against the Other Parties, or any of them.

7.3.2

The Teaming Partner shall maintain its Records and agrees to make them available for inspection by the P.A.E., H.U.D.'s Inspector General, the Director, and any of their designees, and any other Government agency upon reasonable notice by or on behalf of H.U.D. or the P.A.E., such inspection to be in a manner consistent with the requirements placed upon the P.A.E. under Article 15 and Article 16 ofthe Agreement;

7.3.3

The Teaming Partner shall treat non-public information in a manner consistent wdth the requirements of Article 14 ofthe Agreement;

7.3.4

The Teaming Partner shall obtain such insurance coverage as may be reasonably directed by the P.A.E.; and

7.3.5

The Teaming Partner may not assign its contract with the P.A.E. without the P.A.E.'s prior written approval.

7.3.6

The Teaming Partner shall meet the same conflict of interest standards as required ofthe P.A.E.

7.4 Supervision Of Teaming Partners.

The P.A.E. shall monitor and supervise diligently the Teaming Partners' 94122 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

performance of their duties under the subcontracts, including the Teaming Partners' supervision of their subcontracts, if any.

Article 8.

Duties Of The Director Of O.M.H.A.R.

8.1 Duties And Authority Of The Director.

The Director has the duty to administer, on behalf of the Secretary, the program of mortgage and rental assistance restructuring for eligible multi-family housing Projects under M.A.H.R.A.

8.2 Provision Of Project FUes And Information To The P.A.E.

8.2.1 Project Files.

(a) Delivery Of Files. The Director shall endeavor to provide to the P.A.E. access to available Project files and shall endeavor to make such materials available to the P.A.E. or its Subcontractor in the appropriate Field Office location where the P.A.E. may photocopy such files as needed.

(b) Custodial Relationship. In holding the Project files or copies thereof, the P.A.E. shall act as custodian for, and for the benefit of, the Director.

8.2.2 Information.

The Director shall furnish the P.A.E. with information determined by the Director to be required for the orderly performance ofthe P.A.E. 's duties under the Agreement, including information regarding changes in the Director's policies and procedures affecting any matter relevant to the P.A.E.'s performance of the Agreement, although nothing herein limits the P.A.E.'s responsibility for keeping current with modifications to the Guide in accordance with Paragraph 5.10.3 of the Agreement.

8.3 Approval And Execution Of Documents.

The Director shall have the sole right and authority in each Transaction to approve the proposed Subsidy Restructuring Recommendation, or approve the proposed 10/2/2002 REPORTS OF COMMITTEES 94123

Restructuring Plan and execute the proposed Restructuring Commitment, any extension of the Section 8 H.A.P. Contract, all Closing Documents and all other pertinent documents in accordance wdth applicable law and regulations. Should the Director take more than thirty (30) days to approve the proposed Restructuring Commitment or the proposed Subsidy Restructuring Recommendation, the excess time will not be included in the total amount of time it takes the P.A.E. to complete the restmcturing when calculating the satisfaction ofthe deadline requirements in Section 5.7.1 or for Incentive Fee purposes.

The Director, however, may elect not to approve a proposed Restructuring Plan or a proposed Subsidy Restructuring Recommendation. The Director shall inform the P.A.E. of the reasons for not approving the proposed Restructuring Plan or the proposed Subsidy Restructuring Recommendation. The P.A.E. will either (a) revise and resubmit to the Director the proposed Restructuring Plan or the proposed Subsidy Restructuring Recommendation for approval; or (b) consent to O.M.H.A.R.'s withdrawal of the Project and receive compensation based on the Director's determination ofthe value ofthe services performed with regard to the Project. The Director wdll have another thirty (30) days to approve a resubmitted document, which time period will count towards the timeline requirements. Ifthe Director's approval occurs after thirty (30) days, then the additional days above thirty (30) will not count towards the timeline requirements in Section 5.7.1 or for Incentive fee purposes.

8.4 Compensation Of A P.A.E.

The Director shall compensate a P.A.E. for its Services under the Agreement in accordance with the provisions of Articles 9 and 10 and (Sub)Exhibits 4 and 5 ofthe Agreement. The Director shall comply with the applicable provisions ofthe Prompt Payment Act, 31 U.S.C. 3901, et seq., as amended, when reimbursing a P.A.E.

Ariicle 9.

Costs Associated With Performance Of Contract; Reimbursement Of Specific Subcontractor Costs.

9.1 General.

The P.A.E. is responsible for advancing to its Subcontractors funds that may be needed to complete their work, with reimbursement to the P.A.E. for such advanced 94124 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

funds occurring in accordance with the provisions below. Reimbursement to the P.A.E. will occur only when authorized, and payments will be made only to the P.A.E. and not directly to such Subcontractors as may be utilized.

9.2 Reimbursement Of Subcontractors.

H.U.D. shall reimburse the P.A.E. for costs as follows:

9.2.1 Appraisals And Rent Comparability Studies.

The P.A.E. shall be reimbursed for the actual cost, subject to the following limits and other considerations, for Rent Comparability Studies and limited scope appraisals that are prepared in accordance with the Guide:

a) Except as provided herein, unless the Director gives prior written approval, only one (1) work product (Rent Comparability Study or limited scope appraisal) may be submitted for reimbursement for each Project.

b) Fulls And Lites. Six Thousand Dollars ($6,000) for a Umited scope appraisal.

c) Rent Comparability Reviews. Three Thousand Dollars ($3,000) for a Rent Comparability Study.

d) Rent Comparability Study that converts to a Full. Six Thousand Dollars ($6,000), including amounts already paid for the Rent Comparability Study.

e) Waivers to these limits may be provided at the discretion of the Director in the event of additional requirements due to multiple sites within a Project or other considerations.

f) The Director shall require the P.A.E. to either obtain three (3) bids for an appraisal or employ another competitive procurement process that has received the Director's prior written approval. The P.A.E. shall select the contractor that provides the best value to the Federal government, taking into account both quality and cost, which contractor need not necessarily be the lowest bidder. Once selected through the approved competitive procurement process, the contractor may be engaged by the P.A.E. to work on multiple Projects through the Term of the Agreement.

9.2.2 Physical Condition Analysis (P.C.A.) Reports.

The P.A.E. shall be reimbursed for the costs of P.C.A. Reports up to a maximum 10/2/2002 REPORTS OF COMMITTEES 94125

of Four Thousand Dollars ($4,000) each. The Director shall pay for only one P.C.A. Report for each Project. The Director shall require the P.A.E. to either obtain three (3) bids for P.C.A. reports or employ another competitive procurement process that has received the Director's prior wodtten approval. The P.A.E. shall select the contractor that provides the best value to the Federal government, taking into account both quality and cost, which contractor need not necessarily be the lowest bidder. Once selected through the approved competitive procurement process, the contractor may be engaged by the P.A.E. to work on multiple Projects through the Term of the Agreement. A waiver of the Four Thousand Dollar ($4,000) maximum may be granted for a Project at the discretion ofthe Director in the event of additional requirements due to multiple sites within a Project or other considerations.

9.2.3 Legal Counsel.

The Director shall reimburse the P.A.E. up to a maximum of Seven Thousand Five Hundred Dollars ($7,500) per Project for payments, including fees and expenses, made to counsel hired by the P.A.E. to (i) prepare all Closing and mortgage documents, (ii) review all Closing and mortgage documents to ensure that they are in conformance with the terms of the Restructuring Commitment approved by the Director and the standard M2M closing documents, and/or (iii) legal research regarding ownership and restructuring issues.

Any deviations from standard M2M closing documents, including changes due to State or local law requirements, must be brought to the attention ofthe Director for appropriate action. If the P.A.E. chooses to use Outside Counsel, the P.A.E. must either obtain three (3) bids for outside legal services or follow another competitive procurement process that has received the Director's prior written approval. The P.A.E. shall select the contractor that provides the best value to the Federal government, taking into account both quality and cost, which contractor need not necessarily be the lowest bidder. Once selected through the approved competitive procurement process, the contractor may be engaged by the P.A.E. to work on multiple Projects through the Term of the Agreement. If the P.A.E. employs counsel on staff it may elect to use such counsel to perform the services contemplated. Subject to the maximum fee limitations set forth above, the Director sHall reimburse the P.A.E. for legal services provided under the Agreement by its counsel on staff at the P.A.E. at the salary rate currently paid to the counsel plus associated overhead and benefits, so long as the P.A.E. supplies adequate supporting documentation to the Director. The Seven Thousand Five Hundred Dollar ($7,500) payment maximum may be waived by the Director for good cause. 94126 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

9.2.4 Environmental Assessment.

The Director shall pay a reasonable fee up to One Thousand Dollars ($ 1,000) to the P.A.E. for completing the environmental checklist, or shall reimburse the P.A.E. for pajonents made to a Subcontractor who completes the environmental checklist. In the event there are adverse findings and the findings are documented by the P.A.E. or Subcontractor, the P.A.E. may seek from the Director approval for further environmental assessments and additional payment or reimbursement.

9.2.5 Multiple Project Solicitation.

Each request for bids issued by the P.A.E. under Sections 9.2.1, 9.2.2 and 9.2.3 above, may solicit services for multiple Projects.

9.2.6 Travel.

(a) Travel For Technical Assistance Briefings. The Director shall reimburse the P.A.E. for reasonable costs associated with travel by the P.A.E. and its Teaming Partners to technical assistance briefings and other M2M Program activities required by the Director. For all participants from a particular P.A.E., reimbursement will be at cost, up to an aggregate maximum of Five Thousand Dollars ($5,000) per technical assistance briefing.

(b) Travel Related To Restructurings. The P.A.E. shall be reimbursed up to a total ofThree Thousand Dollars ($3,000) for each Project for travel related to a specific Full or Lite, which pajonent limitation may be waived by the Director for good cause.

(c) Additional Travel Reimbursement Limitation. In addition to the limitations provided for in Subsections (a) and (b) above, reimbursement for travel costs is also subject to government travel per diem restrictions as well as restrictions on the methods and class of transit set forth in 48 C.F.R. 31.205-46.

9.2.7 Other Subcontractors.

The Director shall reimburse the P.A.E. for costs associated with other necessary Subcontractors, provided the Director's prior written approval is obtained for any and all costs in excess of Two Thousand Five Hundred Dollars ($2,500). This shall include up to Five Hundred Dollars ($500) for the third party cost of researching 10/2/2002 REPORTS OF COMMITTEES 94127

and identifying potential title and ownership issues during Due Diligence, in accordance with the Guide. For all subcontracts, the P.A.E. shall exercise sound business judgment and take steps to ensure that the subcontract provides the best value to the Federal govemment, taking into account both quality and cost.

9.2.8 Bond-Financed Projects.

Ifthe P.A.E determines that a Project is subject to state or local bond financing, ifthe bonds are redeemable or defeasable, and if O.M.H.A.R. instructs the P.A.E. to move forward to underwriting, including creation and implementation of a redemption or defeasance plan in accordance wdth Article 5, reasonable fees incurred by the P.A.E. for the bond tmstee, bond counsel for the trustee, or other services required by the bond trustee as part of a redemption or defeasance will- be treated as transaction costs at Closing, unless Closing does not occur in which event fees incurred will reimbursed upon Completion.

9.3 General Reimbursement Requirements.

The Director shall reimburse a P.A.E. up to the limits specified above upon the P.A.E.'s presentation to H.U.D. of an invoice from the P.A.E. or a Subcontractor, accompanied by an approval signed by the P.A.E. that costs incurred or the work performed by the P.A.E. or Subcontractor are acceptable and complete. Any request for reimbursement of work performed by the P.A.E. or costs incurred by the P.A.E. must also be accompanied by a certification that the cost ofthe work performed by the P.A.E. or incurred by the P.A.E. is in conformity with the normal and customary costs charged for equivalent services in the geographic locale by Subcontractors and comply with other applicable H.U.D. guidelines. Ifthe P.A.E. can demonstrate that the normal and customary costs for these items exceed the maximum reimbursement amounts stated above, the P.A.E. may request, in writing, that the Director waive the maximum reimbursement amounts.

Ariicle 10.

The P.A.E's Compensation.

10.1 General.

In exchange for the Services rendered pursuant to the terms ofthe Agreement, the Regulations and the Guide, the P.A.E. will receive the applicable Base Fee as set forth in (Sub)Exhibit 4, will be reimbursed for certain expenses, and will be eligible 94128 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

to receive Incentive Fees for achieving the goals established in (Sub)Exhibit 5. AU Fees properly invoiced to O.M.H.A.R. shall be paid wdthin thirty (30) days of receipt. Written approval of a Project status change (for example, from a Full to a Lite) must be obtained from the Director prior to proceeding with work under the new status.

10.2. Base Fees.

Base Fees wdll be paid to the P.A.E. as shown in (Sub)Exhibit 4.

10.3 Incentive Fees.

The P.A.E. may earn fees in addition to the Base Fee ifthe P.A.E. accomplishes certain goals as described in (Sub)Exhibit 5.

10.4 Payment To A P.A.E. Upon Withdrawal.

In the event the Director withdraws a Project due to the P.A.E.'s failure to perform in accordance with the Agreement, or in the event that the Participating Administrative Entity terminates the Agreement in accordance wdth Section 16.3.2, the P.A.E. will be paid at the point of withdrawal an amount that the Director determines is equal to the value of the Services performed by the P.A.E. with respect to such Project based on the Fees set forth in (Sub)Exhibit 4, plus reimbursement for costs incurred by P.A.E. pursuant to Article 9. In the event the Director withdraws a Project for any reason set forth in Section 4.2.2, other than for the reasons specified in Section 16.1, the Director shall pay the P.A.E. for its services an amount equal to the Base Fee next due pursuant to (Sub)Exhibit 4, plus reimbursement amounts payable under Section 9.2. The aforesaid pajonents and reimbursements are paid subject to the Director's right of set-off or recoupment. Payment to the P.A.E. wdll be wdthheld until all records pertaining to the subject Project are returned to the Director.

Ariicle 11.

Indemnification

As more particularly set forth in (Sub)Exhibit 6 attached hereto and incorporated herein. 10/2/2002 REPORTS OF COMMITTEES 94129

Article 12.

Legal Representation:

12.1 P.A.E. Counsel.

The P.A.E. may retain counsel or use staff counsel to advise the P.A.E. regarding its rights and obligations under the Agreement. The P.A.E. shall bear its own expenses incurred in connection with any such legal services. Legal fees incurred by the P.A.E. and its Subcontractors in carrying out its duties hereunder shall be the responsibility ofthe P.A.E. as provided in the Guide and shall not be reimbursed by the Secretary, unless deemed to be a reimbursable legal document review expense or legal research expense pursuant to Section 9.2.3 above or a litigation related expense pursuant to Section 12.2 below or a non-public information review expense pursuant to Section 14.2 below. However, subject to the Director's prior written approval, the P.A.E. may be reimbursed for reasonable legal fees associated with the settlement of threatened litigation or penalty assessments that the Director and H.U.D. deem to be valid and imminent. Legal interpretations of the M2M Program's statutoiy authority and the Regulations published in the Federal Register shall be made only by H.U.D. Counsel after reasonable consideration ofthe P.A.E.'s position.

12.2 Notice Of Claims; Control Of Litigation And Claims.

12.2.1 Notice Of Claims.

P.A.E. shall promptly notify the Director and the Secretary, and the Director or Secretary shall promptly notify the P.A.E. in wodting of any and all litigation and claims which to their knowledge have been made or threatened against the Projects, Secretary, Director, H.U.D., P.A.E. or any Subcontractor, or any officer, director, partner, employee or agent of any of them in connection with the Agreement or otherwise in connection with the M2M Program.

12.2.2 Control Of Litigation And Claims.

(a) The Secretary shall control all litigation and claims made or threatened against the Projects, the Secretary, the Director, H.U.D., and the P.A.E. or any officer, director, partner, employee or agent ofany of them in connection with the performance ofthe Agreement or otherwise in connection with the M2M Program, provided that the Secretary shall consult with the P.A.E. to the extent that the defenses or claims it asserts in such litigation (or in connection with such claims) affect or have a reasonable likelihood of affecting the rights ofthe P.A.E., and the 94130 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

P.A.E. shall cooperate with the Secretary to the extent necessary to permit the Secretary to defend or prosecute such litigation.

If the P.A.E. believes that the Secretary's position in the litigation is directly adverse to its position, the P.A.E. may pursue its own defense separate and apart from the Secretary's. In this event, the P.A.E. shall be responsible for its legal expenses.

(b) The P.A.E. Counsel shall control all litigation or claims made or threatened solely against the P.A.E. or any officer, director, partner, employee or agent ofthe P.A.E., in connection with the performance of the Agreement or otherwise in connection with the M2M Program, provided that the P.A.E. shall immediately provide written notice of any such litigation or claims. If the Secretary, or the Secretary's legal representative, determines that there is a federal interest, the Secretary, through the Department of Justice, may elect to participate, in which case the matter shall be handled in accordance with Section 12.2.2(a). In any event, the P.A.E. shall consult with the Secretary to the extent that the defenses or claims it asserts in such litigation (or in connection with such claims) affect or have a reasonable likelihood of affecting the rights of the Secretary, the Director, or H.U.D., and the Secretary shall cooperate with the P.A.E. to the extent necessary to permit the P.A.E. to defend or prosecute such litigation.

(c) Nothing in this Section 12.2.2 shall prevent either the P.A.E. or the Secretary from taking action available to it under Federal or State law to implead or otherwise join the Secretary or P.A.E. in the action brought against it.

12.2.3 Reimbursement Of Legal Expenses.

Should the P.A.E., or any officer, director, partner, employee or agent thereof, become directly or indirectly involved with litigation or a claim as the result of performing its duties under the authority ofthe Agreement, whether as ajoint or sole defendant, the Secretary shall reimburse P.A.E. for any reasonable legal costs and expenses, including but not limited to, reasonable attorney's fees (including fees for P.A.E. Counsel) the P.A.E. incurs by participating in such litigation or claim ("Litigation Costs") provided that the Secretary determines that the Litigation Costs are reasonable and appropriate for the litigation services rendered. The Secretary shall reimburse the P.A.E. for legal expenses through regular billing pursuant to Section 9.3. If the P.A.E. is required by the court to post a bond pending appeal, the Secretary shall reimburse the P.A.E. for the cost ofthe bond. Notwithstanding anything to the contrary above, the Secretary shall not be obligated to pay Litigation Costs and shall be entitled to reimbursement of any funds paid to the P.A.E. for Litigation Costs ifthe Secretary makes a determination that the P.A.E.'s actions, which are the subject ofthe litigation or claim, were not performed pursuant to the authority ofthe Agreement. Subject to the Director's prior written approval, the P.A.E. may be reimbursed for reasonable legal fees 10/2/2002 REPORTS OF COMMITTEES 94131

associated with the settlement of threatened litigation or penalty assessments that the Director and H.U.D. deem to be valid and imminent.

12.3 Representation Of Owners.

P.A.E. Counsel retained in connection with the Agreement or the M2M Program may not, during the period which counsel is so retained, provide legal services to any Owner or any other party, except the Director, H.U.D. or another participating administrative entity, with regard to any Project under the^M2M Program or with regard to any party or entity in any enforcement proceeding with H.U.D. After P.A.E. Counsel's employment under the Agreement has been terminated, P.A.E. Counsel may not represent an Owner or any other party in any M2M matter relating to those Projects assigned to the P.A.E. under the Agreement during the period counsel was retained by the P.A.E.

12.3.1 Limitations.

In connection with the Agreement, without the prior written consent of the H.U.D. Counsel, the P.A.E. has no authority to do the following: (i) initiate litigation, (ii) make or accept settlement offers or (iii) undertake an appeal from an adverse judgment.

Ariicle 13.

Representations, Warranties And Covenants.

13.1 Representations And Warranties Of Director.

Director represents and warrants as follows:

13.1.1 Director has the power and authority required to execute, deliver and perform the Agreement.

13.1.2 Director's execution, delivery and performance ofthe Agreement have been duly authorized by all necessary official action.

13.1.3 The Agreement constitutes a legal, valid and binding agreement of the Director, enforceable against the Director in accordance with its terms. 94132 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

13.2 Representations, Warranties And Covenants Of P.A.E.

13.2.1 Representations And Wananties.

P.A.E. represents and warrants as follows, that as ofthe date hereof and through the period of this contract and its extensions:

(a) it has full power and authority to execute, deliver and perform the Agreement; it is an entity duly organized, validly existing and in good standing under the laws of the State or locality of its formation and with full power and authority to execute, deliver and perform the Agreement;

(b) the execution, delivery and performance ofthe Agreement have been duly authorized by all necessary corporate action of P.A.E.;

(c) the Agreement constitutes a legal, valid and binding agreement'of P.A.E., enforceable against P.A.E. in accordance with its terms, except as limited by bankruptcy, insolvency, receivership and similar laws from time to time in effect;

(d) P.A.E. possesses all necessary licenses, permits and approvals required to execute, deliver and perform the Services and its duties under the Agreement and is qualified to do business in all jurisdictions where such qualification is required for P.A.E.'s performance ofits duties under the Agreement;

(e) to the best of P.A.E.'s knowledge, there is no litigation pending or threatened which would adversely impede or prevent P.A.E.'s execution and performance ofthe Agreement, or which poses a conflict oflnterest in which the P.A.E. is taking an adverse position in litigation, an administrative proceeding or other contested matter with H.U.D. or an Owner whose Project is covered by the Agreement;

(f) the representations and warranties made in the documents submitted as part ofthe P.A.E.'s response to the Request for Qualifications, as may have been updated by the P.A.E. and approved by the Director, are true and correct; and

(g) the computer hardware and software to be used by the P.A.E. in performing under the Agreement currently is compatible wdth the standards listed in Attachment 2 hereto.

13.2.2 P.A.E. Covenants.

The P.A.E. covenants that it will comply with, and wdll cause each Subcontractor to agree in its agreement or subcontract with the P.A.E. to comply with, all applicable Federal and State laws and regulations, including the Guide, in 10/2/2002 REPORTS OF COMMITTEES 94133

performing its and their respective responsibilities under the Agreement and the subcontracts.

13.3 Opinion Of Counsel.

If deemed necessaiy in the sole discretion ofthe Director, the P.A.E. shall provide the Director with an opinion of counsel confirming the matters set forth in 13.2.1(a) — (e) above.

13.4 Notifications To Director.

The P.A.E. shall promptly provide the Director with notice of any anticipated development or event that would adversely and materially affect the P.A.E.'s financial condition or its ability to perfonn its obligations under the Agreement.

13.5 Conflicts.

The P.A.E. shall promptly notify the Director of any conflicts between the M.A.H.R.A., the Regulations, the Agreement and the Guide.

Ariicle 14.

Confidential Information.

14.1 Confidentiality Of Nonpublic Information.

14.1.1 Definition Of Nonpublic Information.

For purposes of the Agreement, all information that the Director provides or causes to be provided to P.A.E., or information that P.A.E. otherwdse may obtain, in connection with its duties under the Agreement shall be deemed to be nonpublic ("Nonpublic Information"), unless such information is otherwise available to the public or made subject to disclosure under the Agreement. Subject to the foregoing. Nonpublic Information also shall include: (a) any specifications, knowledge, strategies or technical data, processes, business 94134 JOURNAL-,CITY COUNCIL-CHICAGO 10/2/2002

documents or information, marketing research and other data, customer or client lists or sources of information which are owoied, possessed or used exclusively by or for the benefit of the Director; and (b) confidential infomiation or materials obtained by P.A.E. from a third party in connection with P.A.E.'s performance under the Agreement. Nonpublic Information shall be treated subject to the provisions of this Article 14.

14.1.2 Duty To Maintain Confidentiality Of Nonpublic Information.

The P.A.E. shall strictly comply with the requirements ofali applicable laws and H.U.D. in dealing with all Nonpublic Information it obtains in connection wdth its performance under the Agreement, and, except as required by any law, court order, subpoena or by the Director, or as required to perform P.A.E.'s duties under the Agreement, neither P.A.E. nor its Related Entities shall disclose Nonpublic Infomiation to anyone, nor shall they use or allow the use of any Nonpublic Information to further any private interest other than as contemplated by the Agreement. The P.A.E. shall take appropriate measures in accordance with the requirements of Federal law and H.U.D. to ensure the confidentiality of all Nonpublic Information and to prevent its inadvertent or unintentional disclosure or its inappropriate use by the P.A.E. or its subcontractors, by its or their employees or Affliliates. The duties described under this Section 14.1.2 shall survive the Expiration or Termination of the Agreement. At all times such information shall remain the sole property of the Department of Housing and Urban Development.

14.2 Notice Of Orders Requiring Disclosure Of Nonpublic Information.

The P.A.E. shall immediately notify the Director and the Director or Secretary shall immediately notify the P.A.E. in writing of any subpoena or court order requiring disclosure of Nonpublic Information in accordance wdth State and Federal law. The P.A.E., at the Director's direction, shall appeal or challenge such subpoena or court order before disclosure, and shall cooperate fully with the Director in challenging any subpoena or order requiring the disclosure of Nonpublic Information. P.A.E. shall be reimbursed for legal expenses incurred in challenging Nonpublic Information requests as per Section 12.1. P.A.E. shall have no authority to disclose Nonpublic Information except in conformity wdth this Article 14. 10/2/2002 REPORTS OF COMMITTEES 94135

Ariicle 15.

Books, Records And P.A.E. Oversight.

15.1 Recordkeeping And Reporting Requirements.

15.1.1 General.

(a) Maintenance Of Substantiating Documentation. At all times during the Term ofthe Agreement and for three (3) years following Expiration or Termination, the P.A.E. shall maintain a complete and accurate set of files, books, documents, papers, reports and records ofali business activities and operations conducted by the P.A.E., and all photocopies or reproductions thereof, relevant to each restructure transaction attempted or completed under the M2M Program or to the P.A.E.'s perfonnance under the Agreement (all of which shall collectively constitute the "Records"). The P.A.E. shall require its Teaming Partners to maintain a complete and accurate set of files, books, documents, papers, reports and records of all business activities and operations conducted by the Subcontractor, and all photocopies or reproductions thereof, relevant to each restructure transaction attempted or completed by the Subcontractor under the M2M Program or to Subcontractor's performance of the requirements of the Agreement. The P.A.E. shall maintain at its principal place of business, or a convenient, secure location off-site, the final reports or other final work product and Records prepared by the P.A.E. and its Teaming Partners. All Records stored off-site shall be available to the Director upon forty-eight (48) hours notice to the P.A.E. All Records collected or prepared by the P.A.E. or Teaming Partners, or related to a Project, or related to the P.A.E.'s performance under the Agreement shall be the property of the Director and shall not, in any manner, be construed to be the property of the P.A.E.

(b) Production Of Records To Director. The P.A.E. shall promptly forward such Records as the Director shall require in writing, with reasonable costs to be reimbursable.

15.1.2 Generally Accepted Accounting Principles.

The P.A.E. shall maintain all accounts and prepare the related financial statements and reports required under the Agreement in accordance wdth generally accepted accounting principles applied on a consistent basis and formatted in a manner acceptable to H.U.D. 94136 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

15.1.3 Retention Of Records.

Retention and disposition of records shall be governed by Section 16.4.3.

15.1.4 Director's Right To Examine Books And Records And To Audit.

(a) Access To Books And Records. At all times during the term of the Agreement and at all times during the three (3) year period following the Expiration or Termination of the Agreement, Director and its duly authorized agents, representatives, employees, or other Government agency may, upon forty- eight (48) hours notice, enter upon the P.A.E.'s place ofbusiness and, during business hours, inspect, audit and copy: (i) any Records held by the P.A.E. relevant to P.A.E.'s perfonnance under the Agreement; and (ii) any Records held by the Subcontractor relevant to P.A.E.'s perfonnance under the Agreement. P.A.E. shall not require unreasonable prior notice or otherwise limit the access of the Director or its duly authorized agents, representatives or employees when they seek to perform such examination of the Records held by P.A.E. or any Subcontractors. P.A.E. shall also make available to the Director the appropriate staff for purposes of conducting a Records review or for other reasonable purposes. The limitations in this Section 15.1.4(a) regarding access to inspect shall not apply to H.U.D.'s Inspector General or the General Accounting Office.

(b) Subcontracting And Books And Records Access. P.A.E. agrees to include in subcontracts under the Agreement a clause to the effect that the Director or its duly authorized agents, representatives or employees, or other Government agency may, until three (3) years after final payment under the subcontract, at such reasonable times as the Director may determine, inspect, audit and copy any of Subcontractor's Records relevant to their performance related to the Agreement. Such clause shall provide that Subcontractor may require up to forty-eight (48) hours notice and will not otherwise limit the access of the Director or its duly authorized agents, representatives or employees when they seek to perform such examination of the Records of the Subcontractor.

(c) Period Of Examination. The periods of access and examination in subsections (a) and (b) above for Records relating to (1) litigation or settlement of claims arising from the performance of the Agreement, or (2) costs and expenses of the Agreement shall continue until such appeals, litigation, claims, or exceptions are disposed of.

15.1.5 Reports.

a) Subjectto 15.2.2, P.A.E. shall have computer software and Internet access which is compatible with H.U.D.'s and able to update the M2M Information System (M.I.S.) to generate the reports required by H.U.D. 10/2/2002 REPORTS OF COMMITTEES 94137

b) The P.A.E. shall, in a timely manner, provide to the Director all information and documentation requested by the Director from time to time.

c) The Director may require the P.A.E.to meet with, submit additional reports, and/or participate in telephone conference calls with the director to determine the status of each assigned asset.

d) Within thirty (30) days after the Termination or Expiration of the Agreement, the P.A.E. shall prepare and deliver to the Director a final report that sets forth, among other things, a summary of the P.A.E.'s experience under the Agreement and the P.A.E.'s evaluation and recommendations based on its participation in the M2M Program.

15.2 Computer Systems.

15.2.1 Systems And Services Provided By The P.A.E.

The P.A.E. shall provide and maintain in good working order all computer equipment necessary to perform the duties required by the Agreement. The P.A.E. shall provide the hardware, software and Internet capability to successfully electronically transmit information regarding the status of assigned assets and relevant data for each asset to the Director. To the extent that the Director's requirements change, to the extent reasonable the Director wdll cooperate with the P.A.E. to provide sufficient time and support to ensure that P.A.E.'s hardware, software and Internet capability are sufficiently compatible to assure the successful transmission of restructuring data, and to remedy any technological difficulties. In the event that, due to technical difficulties, it becomes temporarily impossible to successfully electronically transmit restructuring data, the P.A.E. may submit such data or documents via ovemight courier and shall submit such data electronically as soon as practicable.

15.2.2 Proprietary Interest And License In Software And Systems.

The Director shall have (a) the exclusive and absolute right, title and interest in and to all accounting and reporting systems and software owned by the Director or Secretary, or otherwise obtained or developed by the Director or Secretary at the Director's or Secretary's expense, and furnished to P.A.E. for use in the performance of P.A.E.'s servicesunder the Agreement, and (b) the right during the Term and for a period of three (3) years after the Expiration or Termination of the Agreement, and without additional cost to the Director, to use, for M2M Prograin purposes, solely on its owoi behalf, any and all accounting or reporting systems or software owned by P.A.E., or otherwise obtained or developed by P.A.E. at P.A.E.'s expense for use in the performance of P.A.E.'s services under the 94138 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Agreement, subject, however, to any restrictions, limitations or prohibitions in the contracts between the P.A.E. and the Subcontractors which provide such systems or software. The P.A.E. wdll provide and maintain, at its expense, a computer system that is compatible to the computer system currently used by O.M.H.A.R.. The Director will provide, at his expense, any hardware or software that is more advanced than or is in addition to the hardware or software required by Attachment 2 hereto. The limitations relating to the three (3) year period shall not apply to H.U.D.'s Inspector General.

Ariicle 16.

Termination Of Agreement; Procedures Upon Termination Or Expiration Of Agreement.

16.1 Termination By The Director For Cause.

A default shall exist under the Agreement and the Director may terminate the Agreement for cause upon written notice to the P.A.E. if the Director determines that any ofthe following events of default have occurred:

16.1.1

The P.A.E. has made a false claim for reimbursement of costs under the Agreement or has made a statement to the Director or Secretary that contains an untrue material fact or fails to contain a material fact necessary to make the statements made not misleading, whether or not P.A.E. has made such a statement to the Director or Secretary prior to the Effective Date or during the Term of the Agreement;

16.1.2

A material adverse change has occurred in the financial condition of P.A.E. that affects or is likely to adversely affect P.A.E.'s perfonnance under the Agreement;

16.1.3

A material adverse change has occurred in P.A.E.'s ability or capacity to perform the Agreement; 10/2/2002 REPORTS OF COMMITTEES 94139

16.1.4

a) The P.A.E. files a petition for bankruptcy, reorganization or arrangement under any Federal or State statute, or makes an assignment for the benefit of creditors or takes advantage of any insolvency statute or similar statute;

b) If a receiver or trustee is appointed for the property and assets of P.A.E. and such receivership is not discharged within sixty (60) days of such appointment;

16.1.5

The P.A.E. or a principal thereof becomes ineligible to contract with the Director under applicable laws and regulations, or is the subject of any Federal or State debarment or suspension proceeding or similar administrative sanction or is indicted or convicted of any criminal offense.

16.1.6

The P.A.E. fails to perform any ofits duties pursuant to and in accordance with Article 5 hereof or any other term, condition or obligation pursuant to and in accordance with the Agreement or fails to comply wdth M.A.H.R.A. or the Final Regulations.

16.1.7

The P.A.E., or those acting on its behalf (including Subcontractors), takes any action: (i) which is not permitted by the Agreement or not in accordance with P.A.E.'s responsibilities in ensuring performance of the Restructuring Commitment executed by the Director or the Subsidy Restructuring Recommendation executed by the Director; (ii) which is not within the scope of P.A.E.'s duties under the Agreement; (iii) which is not within P.A.E.'s authority under the Agreement; (iv) which amends any document which is a part of the Agreement or incorporated in the Agreement without the Director's approval; (v) which fails to comply with H.U.D.'s statutes and Regulations; or (vi) which would constitute a violation of any Federal, State or local law.

16.1.8

The P.A.E. has committed an act or acts of negligence or willful misconduct in the performance of its duties under the Agreement. 94140 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

16.1.9

An Anticipatory Breach has occuned under the Agreement.

16.1.10

The P.A.E. is in default in the performance ofits obligations under the Agreement.

16.2 Pajonent Upon Termination For Cause.

In the event of Termination due to an uncured default, the P.A.E. shall be paid an amount the Director determines is equal to the value of the Services performed by P.A.E. for each Project, as of the date of Director's notice of an event of default and the expiration ofany cure period that may be contained in such notice. Such amount shall be based on the Fees set forth in (Sub)Exhibit 4 and, if applicable, (Sub)Exhibit 5, and will include P.A.E.'s reimbursable costs pursuant to Article 9. Notwithstanding the previous sentence or any other provision of the Agreement, the Director may, in such event, at Director's option, withhold any fee or reimbursement expenses accrued but not yet paid.

In no event shall the amount of any sum retained by the Director under this Article 16 limit the amount that the Director may claim and recover against P.A.E. in connection with any claim the Director may assert against P.A.E. for damages due under the Agreement. The Director also retains the right of set-off and recoupment.

16.3 Termination For Convenience.

16.3.1 Right Of Director To Terminate For Convenience.

The Director may, at his option and at any time, terminate the Agreement regardless of whether P.A.E. is in default in the performance ofany ofits obligations under the Agreement if such termination is in the best interests of the Federal government. In the event the Director terminates the Agreement for convenience, the Director shall pay the P.A.E. for its services an amount equal to the percentage of the Base Fee next due pursuant to the provisions of Article 10, plus reimbursement amounts due under Articles 9, 10, 11, 12 and 14.

16.3.2 Right Of A PubUc Entity P.A.E. To Terminate For Convenience.

If the Participating Administrative Entity is a public entity, then the P.A.E. may, at its option and at any time in accordance with applicable law, terminate this Agreement regardless of whether the Director is in default in the performance ofany 10/2/2002 REPORTS OF COMMITTEES 94141

of its obligations under this Agreement if such Temiination is in the best interests of the P.A.E. In the event the public entity P.A.E. terminates this Agreement for convenience, the Director shall pay the P.A.E. for its Services, pursuant to the provisions of Article 10, plus reimbursement for amounts owed pursuant to the provisions of Articles 9, 10, 11, 12 and 14.

16.4 Procedures For Termination.

16.4.1 Notice For Termination For Cause.

The Director shall notify the P.A.E. in writing ofa default ofthe Agreement under Section 16.1. The Director shall provide the P.A.E. with ten (10) days to cure the default. If, at the end ofthe cure period, the Director determines that the violation has not been cured, the Tennination of the Agreement shall be effective immediately, without further notice.

16.4.2 Notice For Termination For Convenience.

In the event the Director wishes to terminate the Agreement for reasons of convenience, the Director shall provide the P.A.E. wdth twenty (20) days advance written notice ofthe Termination. The Termination will be effective at the end ofthe twenty (20) day period.

\ 16.4.3 Books And Records.

Upon the Expiration or upon receipt of notice of Termination of the Agreement, P.A.E., as directed by the Director, either will immediately deliver all Records to the control ofthe Director or Director's authorized agent at Director's sole expense or will hold the Records for up to a three (3) year period. During this period, P.A.E. shall continue to maintain Records relevant to its performance under the Agreement at its principal place of business, or a convenient, secure location off-site, which shall be accessible to the Director upon forty-eight (48) hours notice to the P.A.E. The Director shall have the right to enter upon P.A.E.'s place ofbusiness or off-site location to take physical possession and control of the Records, and the Director may restrain any breach of the provisions of this Section 16.4.3 by injunction. P.A.E. may, at its own expense, make and maintain copies ofthe Records for its files for the period up to three (3) years following Expiration or Termination of the Agreement, subject to P.A.E.'s obligation to maintain the confidentiality of all Nonpublic Information in such materials in accordance with Federal law, H.U.D. regulations and State law. In all events, P.A.E. shall at the end ofthe three (3) year period following Expiration or Termination of the Agreement deliver the Records to the Director or Director's authorized agent at Director's sole expense, unless it has previously done so at the Director's request. P.A.E. expressly waives all right to any 94142 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

statutoiy or possessory lien on the Records. P.A.E. may request the Director to return to P.A.E. copies of any Records that have been previously delivered to the Director under this section and have not been destroyed, for a limited period of time, as necessary for P.A.E. to satisfy state law audit and other govemmental requirements. P.A.E.'s request shall identify the Records and the govemmental requirement for which the Records are sought.

16.4.4 Duty Of Cooperation.

Upon the Expiration or Termination ofthe Agreement, P.A.E. will cooperate with the Director to effect an efficient, smooth, and timely transition of responsibility with respect to the Projects.

16.5 Effect Of Termination.

Upon the Termination ofthe Agreement for any reason, the Director's appointment of P.A.E. shall terminate, but the Termination of the Agreement shall not affect any right, obligation or liability that has accrued under the Agreement. Upon Termination, the Director shall take over all responsibility for restructuring any Project under the Agreement as ofthe date of Termination. The P.A.E. is responsible for releasing all records to the Director upon Termination in accordance with Section 15.1.

16.6 Fiirther Assurances.

P.A.E. shall cooperate with the Director after Termination of the Agreement to execute and deliver such documents as the Director may request to carry out the terms and provisions of the Agreement, provided that such documents shall not increase the P.A.E.'s liabilities or diminish the P.A.E.'s rights under the Agreement.

Ariicle 17.

Miscellaneous Provisions.

17.1 Assignment; Binding Effect.

P.A.E. may not assign or transfer the Agreement or any rights or benefits under the 10/2/2002 REPORTS OF COMMITTEES 94143

Agreement to any person or entity without the prior written approval ofthe Director, which approval may be withheld or conditioned as the Director may determine. Any assignment made wdthout receiving prior written approval of the Director shall be void. All of the covenants, conditions and obligations contained in the Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of Director and P.A.E.

17.2 Notices.

All notices, requests, demands and other communications which are required or pennitted to be given under the Agreement shall, unless otherwise specified herein, be in writing and sent by hand delivery, ovemight courier, registered or certified mail, return receipt requested, postage prepaid or facsimile (with the original sent within twenty-four (24) hours of such facsimile by hand-delivery, overnight courier or by registered or certified mail, return receipt requested and postage prepaid):

17.2.1

If To Director Of O.M.H.A.R., To: Director Office of Multi-Family Housing Assistance Restructuring 1280 Maryland Avenue, S.W., Suite 4000 Washington, D.C. 20024 Facsimile: (Omitted for printing purposes)

and to:

Director, Underwriting and Finance Office of Multi-Family Housing Assistance Restructuring 1280 Maryland Avenue, S.W. Suite 4000 Washington, D.C. 20024 Facsimile: (Omitted for printing purposes)

wdth a copy in the case of disputes or legal matters to: 94144 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Associate General Counsel for Insured Housing United States Department of Housing and Urban Development 451 Seventh Street, S.W. Room 9226 Washington, D.C. 20410 Facsimile: (Omitted for printing purposes)

17.2.2

IfTo P.A.E., To: City of Chicago Department of Housing 318 South Michigan Avenue Chicago, Illinois 60604 E-mail address:

All such notices, requests, demands and other communications shall be effective upon the actual delivery thereof to the address identified pursuant to this section (or the refusal thereof by the addressee at the address identified pursuant to this section). Either party may change its address for purposes of this section by sending to the other party to the Agreement written notice ofthe new address in the manner specified in this section. Each party shall be responsible for notifying the other of any change of address.

17.3 Nondiscrimination.

P.A.E. agrees that during the performance ofthe Agreement:

17.3.1

P.A.E. shall not violate federal or state laws that prohibit discrimination against any employee or applicant for emplojonent because of race, color, religion, sex, age, mental or physical disability or national origin.

17.3.2

P.A.E. shall take affirmative action to comply with all federal and state laws to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, age, mental or physical disability or national origin. Such action shall include, but not be limited to: (i) employment; (ii) upgrading; (iii) demotion; (iv) transfer; (v) recruitment or 10/2/2002 REPORTS OF COMMITTEES 94145

recruitment advertising; (vi) layoff or Terminations; (vii) rates of pay or other forms of compensation; and (riii) selection for training, including apprenticeship.

17.3.3

P.A.E. shall include the terms and conditions of Sections 17.3.1 and 17.3.2 in every subcontract so that these terms and conditions will be binding upon each subcontractor.

17.4 Severability.

If any provision of the Agreement shall be determined to be invalid or unenforceable, the remaining provisions of the Agreement shall not be affected thereby, and every provision of the Agreement shall remain in full force and effect and enforceable to the fullest extent permitted by law.

17.5 Headings.

The headings appearing in the Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of any article or section of the Agreement.

17.6 Survival.

The provisions contained in the Agreement, including but not limited to the express obligations contained in Articles 11 and 12, which, by their terms, require their performance after the Expiration or Termination of the Agreement, shall be enfoi-ceable notwdthstanding the Expiration or other Termination ofthe Agreement.

17.7 Waiver.

Neither party's waiver of the other's breach of any term, covenant or condition contained in the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition in the Agreement. 94146 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

17.8 Director's And P.A.E.'s Remedies Not Exclusive.

The rights and remedies ofthe Director and the P.A.E. provided in the Agreement are cumulative and not exclusive and are in addition to any other legal and administrative rights and remedies now or hereafter provided by law.

17.9 Notice Of Claims Under The Agreement.

Director and P.A.E. each agree that it will provide the other with written notice of any claim for legal relief or equitable relief it may have against the other arising under or in connection with the Agreement, that it will refrain from filing suit with respect to any such dispute for a period of sixty (60) days following the others receipt of such notice and that it wdll promptly meet wdth the other after providing such notice in a good faith effort to resolve the dispute.

17.10 Counterparts.

The Agreement may be executed in one (1) or more counterparts, each ofwhich shall be deemed an original, but all ofwhich together shall constitute one and the same instrument.

17.11 Governing Law.

The Agreement shall be governed by and construed in accordance with all applicable Federal laws and regulations.

17.12 Communications With The Media.

Neither P.A.E. nor its employees shall communicate with, or provide information to, members ofthe press or other media regarding its agreement with, or work for, the Director without the Director's prior approval, which wdll not be unreasonably withheld. Director and the P.A.E. will establish procedures to expedite compliance with this Section 17.12. Any requests from press or media personnel which are requests for the production of documents shall be handled pursuant to Article 14. Nothing here shall preclude a P.A.E. from attending and participating in a public meeting that is also being attended and/or reported on by members ofthe press or other media. 10/2/2002 REPORTS OF COMMITTEES 94147

17.13 Force Majeure.

The Director and P.A.E. shall be excused for the period of any delay in the performance of any obligations under the Agreement when prevented from performing such obligations by cause or causes beyond their reasonable control, including, without limitation, civil commotion, war, invasion, rebellion, hostilities, military or usurped power, sabotage, pestilence, riots, fire or other casualty or acts of God.

17.14 Multiple Contracts Or Engagements.

If, at any time during the Term ofthe Agreement, the P.A.E. is performing services for the Director pursuant to another contract or agreement, the P.A.E. shall separately maintain Records and Operating Accounts for each such agreement and shall otherwise segregate matters pertaining to its performance under each such agreement.

17.15 Third Party Beneficiaries.

P.A.E. and the Director agree that there are no parties which are third party beneficiaries to the Agreement.

17.16 Joint And Several Liability.

If P.A.E. is organized as a joint venture, the liability of the joint venturers in connection with all duties, obligations and liabilities under the Agreement shall be joint and several.

17.17 Entire Agreement; Modification.

The Agreement and the (sub)exhibits and attachments hereto, which are hereby incorporated by reference, constitute the entire agreement between the parties, if there is any inconsistency between the terms of the Agreement and any attachments or (sub)exhibits hereto, the terms ofthe Agreement shall govem. There are no promises or other agreements, oral or written, express or implied, between them other than as set forth in the Agreement. No change or modification of, or waiver under, the Agreement shall be valid unless it is in writing and signed by a duly authorized representative of the party against which it is to be enforced. 94148 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

In Witness Whereof, Each party has caused this instrument to be signed on its behalf by its duly authorized agent.

Witness: Director of the Office of Multi-family Housing Assistance Restructuring, acting on behalf of the Secretary of Housing and Urban Development

By: Barbara Chiapella, Acting Director

Date:

Witness:

By:

Titie:

Date:

[Attachment 1 referred to in this Portfolio Restructuring Agreement with the Director of the Office of Multi-Family Housing Assistance Restructuring unavailable at time of printing.]

(Sub)Exhibits 1, 2, 3, 4, 5, 6 and Attachment 2 referred to in this Portfolio Restructuring Agreement with the Director of the Office of Multi-Family Housing Assistance Restructuring read as follows: 10/2/2002 REPORTS OF COMMITTEES 94149

(Sub)ExhibU 1. (To Portfolio Restructuring Agreement With Director Of Office Of Multi-Family Housing Assistance Restructuring)

Schedule Of Projects.

All Projects assigned from and after January 1, 2002. Hereafter, all Projects assigned to the P.A.E. wdll be identified on (Sub)Exhibit 1.

(Sub)ExhibU 2. (To Portfolio Restructuring Agreement With Director Of Office Of Multi-Family Housing Assistance Restructuring)

Operating Procedures Guide.

The Guide, published online at www.hud.gov/omhar, is incorporated by reference.

(Sub)ExhibU 3. (To Portfolio Restructuring Agreement With Director Of Office Of Multi-Family Housing Assistance Restructuring)

Key Personnel Of The P.A.E. And Allocation Of Time.

P.A.E. Personnel Percentage Of Time Allocated To M2M

2) 94150 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

P.A.E. Personnel Percentage Of Time Allocated To M2M

P.A.E. Primaiy Contact Person

Telephone Number of Primary Contact Person:

E-mail address of Primary Contact Person:

(Sub)ExhibU 4. (To Portfolio Restructuring Agreement With Director Of Office Of Multi-Family Housing Assistance Restructuring)

Base Fees And Other Reimbursables.

Public Entity.

A. Debt Restructurings (Fulls).

A. 1 Fulls. For Projects assigned through December 31, 2001 for a completed Full, the P.A.E. will be paid a Base Fee as follows:

Fifty Thousand Dollars ($50,000) for the first (P') Project.

Forty-five Thousand DoUars ($45,000) for the second (2"'') Project. 10/2/2002 REPORTS OF COMMITTEES 94151

Forty Thousand DoUars ($40,000) per Project for the third (3'^'*), fourth (4'*') and fifth (5'*') Projects.

Thirty-five Thousand Dollars ($35,000) for the sixth (6'*') and all subsequent Projects.

For Projects assigned after January 1, 2002 for a completed Full, the P.A.E. will be paid a Base Fee as follows '*':

Fifty-two Thousand Seventy-five Dollars ($52,075) for the first (P') Project.

Forty-six Thousand Eight Hundred Seventy-five Dollars ($46,875) for the second (2"") Project.

Forty-one Thousand Six Hundred Seventy-five Dollars ($41,675) per Project for the third (3"*), fourth (4"') and fifth (5'*') Projects.

Thirty-six Thousand Four Hundred Seventy-five Dollars ($36,475) for the sixth (6'*') and all subsequent Projects.

Note that the Base Fee schedule does not restart upon renewal or amendment of this Agreement. The Base Fee for Fulls will be paid in the followdng increments:

Thirty percent (30%) upon the P.A.E.'s completion of Due Diligence.

Forty percent (40%) upon the Director's execution of the Restructuring Commitment or acceptance of a recommendation for a Completion.

Thirty percent (30%) within thirty (30) days after Closing and the Director's receipt ofthe P.A.E.'s certification that post-closing document distribution has been completed and upon confirmation that M.I.S. has been completed in accordance with the Guide.

Notes:

(1) The Base Fee effective for Projects assigned after January 1, 2002 includes a cumulative C.P.I.-U. adjustment as calculated below. 94152 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

The Base Fee will be adjusted annually on Januaiy 1 for the Term of this Agreement by the C.P.I.-U. increase for the prior fiscal year October through September'^'.

A.2 Centralized Closings'. If the P.A.E. opts to send a Project to O.M.H.A.R.'s Centralized Closings to be closed in accordance with the procedures established by O.M.H.A.R. and the Project closes, within thirty (30) days after Closing and the Director's receipt of the P.A.E.'s certification that post-closing document distribution has been completed, the P.A.E. will be paid (a) the lesser of (i) Seven Thousand Five Hundred Dollars ($7,500), or (ii) fifty percent (50%) of the thirty percent (30%) ofthe Base Fee otherwise due upon Closing for the Closing phase, or (b) in the event that the Project does not close, eighty-five percent (85%) ofthe sum determined in (a).

A.3 Reactivated Fulls. If, subsequent to Completion, a Project is reactivated for restructuring, and ifthe P.A.E. is assigned and processes the Project as a Full, the P.A.E. will be compensated upon closing or other completion as follows:

Notes:

(2) Annual C.P.I. Adjustments: The Base Fee for calendar year 2002 will be as set forth above, and will be adjusted annually thereafter by the Consumer Price Index — Urban (C.P.I.-U.) published by the Bureau of Labor Statistics (B.L.S.). The adjustment to Base Fee will be effective each January 1 for the Term of Agreement utilizing the C.P.I.-U. value for the prior fiscal year, October through September. For example, the adjustment for January 1, 2003 will be based upon the change in C.P.I.-U. from October, 2001 through September, 2002. The minimum annual adjustment will be zero percent (0.00%) (i.e., Base Fees will not decrease should the index decrease from the prior year), and the maximum annual adjustment will be five and zero hundredths percent (5.00%). The calculations of Base Fee adjustments shall always use the latest version of the C.P.I.-U. data published as of the date specified for such calculations. The adjustment calculation shall be made by dividing the index value for September of the calendar year preceding the adjustment by the index value for September of the calendar year two (2) years preceding the adjustment, then multiplying the result by the current Base Fee.

For example, the adjustment for January 1, 2003 will be made by dividing the index value for September ofthe calendar year preceding the adjustment (assume for this example only that the C.P.I.-U. value for September, 2002 will be 182.0) by the index value for September of the calendar year two (2) years preceding the adjustment (the September, 2001 index is 178.3), then multiplying the result (182.0 divided by 178.3 = 1.021) by the current Base Fee, i.e. an increase of two and one-tenth percent (2.1%), rounded to the nearest Twenty-five Dollars ($25).

In the event that the B.L.S. discontinues or substantially modifies the method of calculation ofthe C.P.I.-U., the Director shall promptly establish a reasonable successor or substitute index, or an adjustment ofthe modified index, which will equitably reflect the intent ofthe parties. 10/2/2002 REPORTS OF COMMITTEES 94153

The P.A.E. will be paid the Base Fee for a Full less any portion ofthe Base Fee already paid the P.A.E. for the Project. Additionally the P.A.E. wdll be paid Two Thousand Five Hundred Dollars ($2,500) to reactivate, close or complete the Project and will be reimbursed for third party reports required by O.M.H.A.R. to be updated.

If, at the Director's discretion, a reactivated Project model requires significant updating, the P.A.E. wdll be paid a minimum of Two Thousand Five Hundred Dollars ($2,500) up to a maximum ofthe total Base Fee as stated in A. 1 above. The Base Fee must be determined by the Director and evidenced by an executed form 2.16 prior to the P.A.E. commencing work on the reactivated Project.

A.4 Transfer Of Physical Assets (T.P.A.s). In the event the P.A.E. processes the successful completion of a T.P.A. in accordance with existing requirements and procedures (H.U.D. Handbook 4350.1, Chapter 13, and subject to further guidance from O.M.H.A.R.), O.M.H.A.R. wiU compensate the P.A.E. for the T.P.A. completion as follows:

a. for a modified T.P.A. (e.g., replacement of a general partner) the additional Base Fee will be Two Thousand Five Hundred DoUars ($2,500);

b. for a full T.P.A. (transfer to a new entity) the additional Base Fee wdll be Four Thousand Five Hundred Dollars ($4,500).

The T.P.A. Base Fee includes all necessary additional work by the P.A.E. and any third party legal or other professional services fees contracted by the P.A.E. to complete the T.P.A.. Waivers may be granted for additional fees required to complete exceptionally complex T.P.A.s, at the Director's discretion.

A.5 Bond-Financed Transactions. The P.A.E. must ascertain as part of Due Diligence whether the Project is subject to state or local bond financing. If so, the following Base Fees will be paid as compensation for the additional work required for completion of Due Diligence. These Fees are inclusive of any third party legal or other professional services charges the P.A.E. may incur in order to complete this work, i.e. no additional Base Fees or Reimbursable costs may be submitted to O.M.H.A.R. for this work:

for collection ofali relevant bond documents and trust/loan balances, and assembly of Party Transaction List the additional Base Fee wdll be Five Hundred DoUars ($500); 94154 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

b. for submission to O.M.H.A.R. ofthe Section 514(h)( 1) Executive Summaiy, the additional Base Fee wiU be One Thousand DoUars ($1,000);

These Base Fees may be invoiced upon completion of Due Diligence in accordance wdth standard O.M.H.A.R. billing practices.

Upon O.M.H.A.R.'s final determination of Project eligibility, upon O.M.H.A.R.'s written direction to the P.A.E. to proceed to Underwriting including a Redemption or Defeasance, and ifthe P.A.E. elects to undertake the Underwriting including a Redemption or Defeasance, the Base Fees for these additional services will be as follows:

c. for creating and implementing a strategy for Redemption of the bonds, the additional Base Fee will be One Thousand Five Hundred Dollars ($1,500) of which One Thousand Two Hundred Dollars ($1,200) is earned for creation ofthe Redemption strategy, payable upon the Director's execution of the Restructuring Commitment or acceptance of a recommendation for a Completion, the remaining Three Hundred Dollars ($300) of which is earned upon successful Closing of the Full including implementation of the Redemption, or;

d. for creating and implementing a strategy for Defeasance of the bonds, the additional Base Fee wdll be Six Thousand Five Hundred Dollars ($6,500) of which Five Thousand Dollars ($5,000) is earned for creation of the Defeasance strategy and submission of the cost/benefit analysis of the Defeasance in the context of the M2M restructuring, payable upon the Director's execution ofthe Restructuring Commitment or acceptance ofa recommendation for a Completion, the remaining One Thousand Five Hundred Dollars ($1,500) ofwhich is earned upon successful Closing of the Full including implementation of the Defeasance.

These Base Fees may be invoiced upon Closing, or upon Completion in accordance with standard O.M.H.A.R. billing practices. These Fees are inclusive ofany third party legal or other professional services charges the P.A.E. may incur in order to complete this work, i.e. no additional Base Fees or Reimbursable costs may be submitted to O.M.H.A.R. for this work. At the Director's discretion, waivers may be granted for additional fees required to close or complete exceptionally complex bond transactions.

B. Rent Restructurings (Lites).

B. 1 Lites. For Projects assigned as Lites through December 31, 2001, the P.A.E. will be paid a Base Fee of Eight Thousand Seven Hundred Fifty Dollars ($8,750) per Project ifthe transaction is processed by the P.A.E. as a Tier 1 Lite or a Base Fee of 10/2/2002 REPORTS OF COMMITTEES 94155

Twelve Thousand Dollars ($12,000) per Project ifthe transaction is processed by the P.A.E. as a Tier 2 Lite.

For Projects assigned as Lites after Januaiy 1, 2002, the P.A.E. will be paid a Base Fee of Nine Thousand One Hundred Twenty-five Dollars ($9,125) per Project ifthe transaction is processed as a Tier 1 or a Base Fee of Twelve Thousand Five Hundred Dollars ($12,500) per Project ifthe transaction is processed as a Tier 2.

The Base Fee for a Lite will be paid upon the Director's acceptance ofthe P.A.E.'s submission as specified in Appendix V, Part B (dated January, 2001) ofthe Guide, and documentation that the P.A.E. has delivered the unit rent recommendations, approved by O.M.H.A.R., to the Section 8 Contract Administrator for the project.

B.2 Lites To Fulls. If the P.A.E. processes a Lite which is subsequently converted to a Full, the P.A.E. will be paid the Base Fee indicated above. However, the Base Fee will be paid as follows:

The Base Fee for a Lite as specified above in B.l, payable upon the Director's approval ofthe conversion ofthe Lite to a Full.

Thirty percent (30%) of the Base Fee for a Full, less the Base Fee for a Lite as already paid above, payable upon completion of the Due Diligence and data collection.

Forty percent (40%) of the Base Fee for a Full, payable upon the Director's approval of the Restructuring Plan or acceptance of a recommendation for a Completion.

Thirty percent (30%) of the remaining Base Fee for a Full, payable thirty (30) days after Closing and the Director's receipt of the P.A.E.'s certification that post-Closing document distribution has been completed, and upon confirmation that MIS has been completed in accordance wdth the Guide.

B.S Fulls To Lites. If the owner requests a Full and the Project is assigned to the P.A.E. as a Full, but after starting the Full process the P.A.E. determines that either a Tier 1 or Tier 2 Lite transaction is required, the P.A.E. will be paid a Base Fee of Seventeen Thousand Five Hundred Dollars ($17,500) for processing the Lite.

The Base Fee for a Lite wdll be paid upon the Director's acceptance ofthe P.A.E's submission as specified in Appendix V, Part B (dated December 15, 1999) ofthe Guide, and documentation that the P.A.E. has delivered the unit rent recommendations, approved by O.M.H.A.R. to the Section 8 Contract Administrator for the project. 94156 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

C Rent Comparability Review. Rent Comparability Review. The P.A.E. will be paid a Base Fee of One Thousand Five Hundred Dollars ($1,500) per Project for completing the Rent Comparability Review in accordance with the Guide for Projects assigned through December 31, 2001, and a Base Fee of One Thousand Five Hundred Seventy-five Dollars ($1,575) per Project for Projects assigned after January 1, 2002. The Base Fee will be paid to the P.A.E. upon the Director's review and acceptance ofthe Rent Comparability Review. Ifthe Project is assigned to the P.A.E. as a Rent Comparability Review and subsequently converts to a Full or Lite, and ifthe Director assigns the Project to the P.A.E. to perforin the Full or Lite, the P.A.E. will be paid per A or B above, respectively, less any Base Fees already paid to the P.A.E. for this Project.

(Sub)ExhibU 5. (To Portfolio Restmcturing Agreement With Director Of Office Of Multi-Family Housing Assistance Restmcturing)

Performance Incentive Fees^^K

New Incentive Fees Are In Bold.

1. Fulls. Incentive Fee Incentive Fee If Completion If Full Closes Per Chapter 6"^' (New Incentives (New Incentives Base Fee Payment Are Framed'^') Are Framed'^')

Milestone: Completion of Due Diligence 30% of Base Fee

Notes:

(1) Earned performance incentive fees are available as additional fees upon mutual execution of the revised P.R.A., for all Projects in the Portfolio, for milestones achieved subsequent to revised P.R.A. execution (as recorded in the MIS system). Incentive Fees are not available retroactively, i.e., for milestones achieved through December 31, 2001 (as recorded in the MIS system).

(6) Excludes Projects completed in accordance with Chapter 6 ifthe Completion is because the Project is Inelligible, or if the owner of the Project prepays the mortgage, opts out of the Section 8 program, or otherwise withdraws the Project from the Mark to Market program. 10/2/2002 REPORTS OF COMMITTEES 94157

Incentive Fee Incentive Fee If Completion , If Full Closes Per Chapter 6"^' (New Incentives (New Incentives Base Fee Payment Are Framed'^') Are Framed'^')

Timing: within seventy-five (75) days of acceptance'''' $4,000 $4,000

2. Milestone: O.M.H.A.R. Execution of RC 40% of Base Fee

Timing: within one hundred fifty (150) days of acceptance''*' $4,000 $4,000

3.a Milestone: Closing 30% of Base Fee

Timing: if within nine (9) months of acceptance'^' $2,500

plus, if within eight (8) months of acceptance, an additional $2,500

Notes:

(3) Due Diligence as defined.

(4) The one hundred fifty (150) day milestone includes O.M.H.A.R. review time (from complete submission to approval), not to exceed thirty (30) days, in aggregate.

Discontinued Fulls which are reactivated for restructuring are eligible for the Two (5) Thousand Five Hundred Dollar ($2,500) closing Incentive Fee if closed within one hundred twenty (120) days of reactivation date.

Excludes Projects completed in accordance with Chapter 6 if the Completion is (6) because the Project is Inelligible, or if the owner of the Project prepays the mortgage, opts out of the Section 8 program, or otherwise withdraws the Project from the Mark to Market program. 94158 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Incentive Fee Incentive Fee If Completion If Full Closes Per Chapter 6'*' (New Incentives (New Incentives Base Fee Payment Are Framed'^') Are Framed'^')

3.b Milestone: Completion in accordance with Chapter 6"^'

Timing: within nine (9) months of acceptance $2,500

4. Milestone: "Outstanding" Public Interest Survey''^' $2,500 $2,500

5. Milestone: Cost Savings: If 1.1 > (NPV/ PPC) > 1.0 $2,500

and if (NPV/PPC) > 1.1'^' $2,500

Notes:

(7) Based on an objective survey of the Project tenants, the Director will determine if the P.A.E. has provided outstanding service in addressing the tenants' questions and concerns^ regarding the Debt Restructuring and has protected the public interest regarding promoting the availability of decent and affordable housing. Determination will be based upon Director's review of tenant responses to surveys distributed by P.A.E. in tenant meetings and received by O.M.H.A.R. directly from tenants.

(8) Two Thousand Five Hundred Dollars ($2,500) ifthe ratio ofthe NPV ofthe Section 8 subsidy savings over twenty (20) years divided by the Section 541 (b) partial payment is greater than 1.0, and an additional Two Thousand Five Hundred Dollars ($2,500) ifthe ratio is 1.1 or greater. 10/2/2002 REPORTS OF COMMITTEES 94159

Incentive Fee Incentive Fee If Completion If Full Closes Per Chapter 6'^' (New Incentives (New Incentives Base Fee Payment Are Framed'^') Are Framed'^')

6. Milestone: Use of Additional Funds in Full'^' $2,500

and if Full closes with Additional Funds $2,500

Total Potential Incentive Fees (Fulls) 100% of Base Fee $25,500 $13,000

2. Lites.

Base Fee Incentive Fee

l.a Milestone: Tier 1 Lite submission, approved by the Director 100% of Base Fee

Timing: within seventy-five (75) days of acceptance $1,250

I.b Milestone: Tier 2 Lite submission, approved by the Director 100% of Base Fee

Timing: within ninety (90) days of acceptance $1,250

Notes:

(2) Incentive Number 1 (Completion of Due Diligence) will be earned upon achievement of this milestone, and paid upon receipt by O.M.H.A.R. of invoicing in accordance with the Guide. All other earned incentives are paid Only upon closing or Completion (in accordance with Chapter 6 of the Guide) of the Project and Only the Project is closed or Completed within the twelve (12) month period required by Section 5.7 of the P.R.A.. The twelve (12) month period may be extended at the Director's discretion upon a showing of good cause. (6) Excludes Projects completed in accordance with Chapter 6 if the Completion is because the Project is Inelligible, or if the owner of the Project prepays the mortgage, opts out of the Section 8 program, or otherwise withdraws the Project from the Mark to Market program.

(9) If P.A.E. facilitates the use of Additional Funds (tax credit monies, e.g.), and if P.A.E. is required by the Director to create and maintain multiple Plans (scenarios with and without the Additional Funds), the P.A.E. shall be compensated Two Thousand Five Hundred Dollars ($2,500) for the additional work. If the Full Closes with these Additional Funds included, the P.A.E. shall be compensated an additional Two Thousand Five Hundred Dollars ($2,500). 94160 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Base Fee Incentive Fee

l.c Milestone: Full Converted to Lite submission, approved by the Director 100% of Base Fee

Timing: within one hundred eighty (180) days of acceptance $1,250

Total Potential Incentive Fees (Lites) 100% of Base Fee $1,250

(Sub)ExhibU 6. (To Portfolio Restructuring Agreement With Director Of Office Of Multi-Family Housing Assistance Restructuring)

Public Entity.

Indemnifications.

1. Secretary's Indemnification Of The P.A.E.. Secretary shall indemnify only the Public Agency P.A.E. (not any Teaming Partner or Subcontractor) for judgments, losses, claims, damages, liabilities or related expenses, including costs, interest and penalties, for which the Public Agency P.A.E. becomes responsible, as determined by a court of competent jurisdiction after exhaustion ofali appeals, or pertaining to penalty costs or litigation settlement costs approved by the Secretary, which result from actions taken pursuant to and within the scope ofthe Agreement. Ifthe P.A.E. is required, by a court of competent jurisdiction, to make any pajonent prior to exhaustion of all appeals. Secretary shall provide indemnification within a reasonable time after written notification that such pajonent has been made. Secretary shall not be liable for, and shall not reimburse the Public Agency P.A.E. for, losses, claims, damages, liabilities or related expenses resulting from P.A.E.'s actions involving willful misconduct or negligence or not permitted by the terms of the Agreement. The P.A.E. and Secretary, however, may agree that the P.A.E. shall not be required to exhaust all appeals before receiving amounts covered by this indemnification.

Whether or not the Secretary indemnifies the P.A.E. under this provision, the Secretary shall reimburse the P.A.E. for Litigation Costs in accordance with Article 12 ofthe Agreement. 10/2/2002 REPORTS OF COMMITTEES 94161

2. P.A.E.'s Indemnification Of The Secretary. P.A.E. is liable for, and shall reimburse the Secretary for losses, claims, damages, liabilities or related expenses as determined by a court of competent jurisdiction after exhaustion ofali appeals, or penalty costs or litigation settlement costs as paid by the Secretary, which result from P.A.E.'s or its Teaming Partner's or Subcontractor's actions involving wdllful misconduct or negligence or which result from actions not within the scope of the Agreement. P.A.E. and the Secretary, however, may agree that all appeals need not be exhausted before receiving amounts covered by this indemnification.

3. Sovereign Immunity. Nothing set forth above shall be deemed to constitute a waiver of, or attempt to compromise, any rights, privileges and immunities set forth in the provision of State law goveming sovereign immunity.

4. Survivability. The protections offered by the Sections 1 and 2 above sundve the Term of the Agreement.

(Sub)ExhibU 7. (To Portfolio Restructuring Agreement With Director Of Office Of Multi-Family Housing Assistance Restructuring)

For Public Entity P.A.E.s.

State-Specific Revisions to the Original P.R.A. for public entity P.A.E. (referred to as (Sub)Exhibit 4 under the Original P.R.A.), incorporated herein by reference.

Attachment 2. (To Portfolio Restructuring Agreement With Director Of Office Of Multi-Family Housing Assistance Restructuring)

P.A.E.-Fumished Computer Equipment.

Hardware:

Minimum processor = Pentium/100 MHz or equivalent (233 MHz or higher is recommended). 94162 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Minimum hard drive size = 320 MD (2.0 GB is recommended).

Minimum RAM =16 MB (64 MB recommended).

Video/Screen Resolution = 800x600 w/256 colors.

Internet Service Provider (I.S.P.) connection with minimum speed of 28.8 bps.

Software:

Operating System = Windows 95 is recommended*.

Word Processor = Microsoft Word version 6.0 (or ability to read/write/save as MS Word 6.0 or 7.0 files; MS Word 95 is recommended).

Spreadsheet = MS Excel 5.0 (or ability to read/write/save as MS Excel 5.0 or 7.0 files; MS Excel 95 is recommended).

Web Browser = Netscape 4.0 or higher (including forms, Java, 128-bit encryption) or = MS Internet Explorer 4.0 or higher (including forms, Java, 128-bit encryption).

The contractor must provide facsimile and fax/telephone line for the transmission and receipt of information relating to a Restructuring.

Amendment To Porifolio Restructuring Agreement. (Allocation Spreader Agreement)

This amendment to Portfolio Restructuring Agreement ("Spreader Agreement") is dated and made as of January 1, 2002, by and between City ofChicago Department of Housing ("P.A.E.") and the Director of the Office of Multi-family Housing

H.U.D. currently uses Microsoft Office 95 products. Plans call for H.U.D. to upgrade to Microsoft 2000 products in the summer of 2001. , 10/2/2002 REPORTS OF COMMITTEES 94163

Assistance Restructuring, and/or its successors and assigns (referred to herein collectively as "O.M.H.A.R.").

Recitals.

Whereas, P.A.E. and O.M.H.A.R. entered into a Portfolio Restructuring Agreement ("P.R.A.") dated as of June 25, 1999 (which P.R.A. and any amendments thereto are hereafter collectively referred to as the "Original P.R.A.");

Whereas, P.A.E. and O.M.H.A.R. are entering into an additional Portfolio Restmcturing Agreement dated as of January 1, 2002 ("Revised P.R.A.") for Projects to be assigned to P.A.E. from and after January 1, 2002;

Whereas, From time to time and since the commencement ofthe term under the Original P.R.A., O.M.H.A.R. has caused funds to be devoted ("Reservation Outstanding") to meet O.M.H.A.R.'s payment obligations under the Original Agreement ("Obligations");

Whereas, To help ensure that the Obligations do not exceed the Reservation Outstanding for the P.A.E., O.M.H.A.R. amended the Original P.R.A. ("Allocation Amendment") and established a procedure for advising the P.A.E. of any increases or decreases from time to time to the Reservation Outstanding; and

Whereas, Notwithstanding the execution ofthe Revised P.R.A., the Reservation Outstanding does not increase and, from and after the date of this Spreader Agreement, the Reservation Outstanding applies to O.M.H.A.R.'s payment obligations under both the Original P.R.A. and the Revised P.R.A..

Now, Therefore, For good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, P.A.E. and O.M.H.A.R. agree as follows:

1. The above recitals are incorporated herein and made a part of this Spreader Agreement. Capitalized terms not defined herein shall have the meaning ascribed thereto in the Revised P.R.A.. From and after the date ofthis Spreader Agreement, the term (a) Reservation Outstanding used herein and in the Allocation Amendment shall mean the funds available from time to time to meet O.M.H.A.R.'s payment obligations under the Original P.R.A. and the Revised P.R.A., and (b) Obligations used herein and in the Allocation Amendment shall mean O.M.H.A.R. 's pajonent obligations under the Original P.R.A. and the Revised P.R.A. 94164 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

2. As of April 26, 2002, the Reservation Outstanding equals One Million Twenty-eight Thousand Six Hundred Ninety-seven Dollars ($1,028,697), ofwhich Five Hundred Ninety-eight Thousand Four Hundred Sixty-two DoUars ($598,462) remains available ("Funds Available") to O.M.H.A.R. for the pajonent of remaining Obligations. O.M.H.A.R. intends to continue to provide P.A.E. with periodic written notice of any increases or decreases to the Reservation Outstanding and/or Funds Available. P.A.E. may not perform Services, or incur costs that would otherwise be reimbursable, under the Original P.R.A. or the Revised P.R.A., in the aggregate, that exceed the Reservation Outstanding.

3. Except as may be modified by this amendment, the terms, conditions and provisions ofthe Original P.R.A. and Revised P.R.A. remain in full force and effect. This Spreader Agreement may be executed in counterparts, all of which shall constitute one instrument.

In Witness Whereof, The parties hereto have executed this amendment as of the above written date and year.

Witness:

By:

Titie:

Witness: Director of the Office of Multi-family Housing Assistance Restructuring, acting on behalf of the Secretary of Housing and Urban Development

By: Barbara Chiapella, Acting Director 10/2/2002 REPORTS OF COMMITTEES 94165

ExhibU "B". (To Ordinance)

Agreement Between

The City Of Chicago

And

Community Investment Corporation

Under The Porifolio Reengineering Program.

This Agreement between the City of Chicago and Community Investirient Corporation under the Portfolio Reengineering Program (the "Agreement") is made in Chicago, Illinois as of this day of , 2002, between the Community Investment Corporation, an Illinois not-for-profit corporation ("C.I.C"), and the City of Chicago, an Illinois municipal corporation, by and through its Department of Housing (the "City"), having its offices at 318 South Michigan Avenue, Chicago, Illinois 60604.

Preliminary Statement.

A. There exists within the borders ofthe City a recognized need for decent, safe, sanitary and well-constructed and maintained housing which persons of low- and moderate-income can afford.

B. Over thirteen thousand (13,000) rental housing units in approximately one hundred thirty (130) housing projects in the City having been financed with Federal Housing Administration ("F.H.A.") insured loans and supported by project-based Section 8 housing assistance payment ("H.A.P.") contracts pursuant to Section 8 of the United States Housing Act of 1937 (42 U.S.C. 1437, et seq., as amended).

C In many cases, these H.A.P. contracts currently provide for rents which substantially exceed the rents received by comparable unassisted housing units within the same market.

D. While annual H.A.P. contract extensions for these projects maintain an important housing resource, each year more H.A.P. contracts expire, compounding the cost to the United States Department of Housing and Urban Development ("H.U.D.") of annual renewal. 94166 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

E. In order to help preserve the availability ofthis housing while reducing the cost to H.U.D. of providing continued subsidies to such housing, the Departments of Veteran Affairs and Housing and Urban Development and Independent Agencies Appropriation Act, 1997 (Pub. L. Number 104-204) and the Multi-Family Assisted Housing Reform and Affordability Act of 1997 (Pub. L. Number 105-65 also refened to as "M.A.H.R.A.") (such statutes, along with related regulations, being referred to herein as the "Statutes"), authorized the secretary of H.U.D. (the "Secretary") to work with owoiers ("Owners") of F.H.A.-insured multi-family housing projects which have H.A.P. contracts wdth above-market rents ("Eligible Housing Projects") and enter into restructuring agreements with the Owners to reduce the cost to H.U.D. of renewing contracts for such Eligible Housing Projects.

F. The Statutes authorize H.U.D. to restructure the debt secured by the Eligible Housing Projects in a manner designed to minimize adverse impacts on tenants. Owners and communities (the "Restructuring Process").

G. The Statutes provide that H.U.D. may engage qualified designees (each a "Designee") to take over certain responsibilities of H.U.D. arising in the Restructuring Process for Eligible Housing Projects within the jurisdiction or service areas ofsuch Designees, with each Designee to be compensated by H.U.D. for such activities.

H. The City, through its Department of Housing ("D.O.H."), has submitted a Management Plan to H.U.D. (the "Management Plan") and has applied to H.U.D. to be selected as a Designee.

I. The Secretary has approved the Management Plan and desires to retain D.O.H. as a Designee under the terms and conditions set forth in the Designee Management Plan Agreement attached hereto as (Sub)Exhibit A and made a part hereof (the "Designee Agreement").

J. Under the Designee Agreement, D.O.H. may contract with other entities to perform a portion ofthe duties of D.O.H. under the Designee Agreement.

K. The parties hereto desire to enter into this Agreement to set forth their mutual covenants and agreements with respect to the duties to be performed by C.I.C. with respect to the foregoing.

Now, Therefore, In consideration ofthe foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 10/2/2002 REPORTS OF COMMITTEES 94167

Article L

Incorporation Of Recitals.

The foregoing Preliminary Statement is hereby incorporated as if fully set forth herein.

Ariicle n

Definitions.

Unless otherwise expressly stated herein, the followdng words, terms and phrases shall have those meanings set forth below.

"C.I.C. Event of Default" shall mean the occunence of any of the following: (a) the failure by C.I.C. to perform or comply with any ofits covenants, agreements or obligations under this Agreement, (b) any misrepresentation, whether negligent or willful and whether in the inducement or in the performance, made by C.I.C. to the City, or (c) default by C.I.C. under any other agreement which C.I.C. may currently have or may enter into with the City during the term ofthis Agreement. The occurrence of a C.I.C. event of default hereunder, is subject to terms of the notice and cure provisions of Section 7.19 hereof.

"City Event ofDefault" shall mean the occurrence ofany ofthe following: (a) the failure by the City to perform or comply with any ofits covenants, agreements or obligations under this Agreement, or (b) any misrepresentation, whether negligent or willful and whether in the inducement or in the performance, made by the City to C.I.C. The occurrence of a city event of default hereunder is subject to the terms ofthe notice and cure provisions of Section 7.19 hereof.

"Claims" shall mean any and all claims, demands, actions, legal notices, liens, suits, causes of action, complaints, enforcement actions, citations, notices of violation, legal or administrative proceedings, warnings or inquiries.

"D.O.H." shall mean the Department of Housing ofthe City.

"Financial Statements" shall mean the audited financial statements of C.I.C. for any fiscal year, including a balance sheet and income statement as ofand for the period ending September 30, all ofwhich have been prepared in accordance with generally accepted accounting principles consistently applied and fairly representing the financial condition of C.I.C. 94168 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

"H.U.D." shall mean the United States Department of Housing and Urban Development or any successor agency.

"Nonpublic Infomiation" shall have the meaning set forth in Section 13 ofthe Designee Agreement.

"P.N.A." shall mean a physical needs assessment ofany project hereunder. The scope of the P.N.A. must be in accordance with the requirements of the Fannie Mae Physical Needs Assessment Guidance to the Property Evaluator, dated August 17, 1992, and must also include a visual inspection for environmental hazards including asbestos containing materials, polychlorinated biphenyls, petroleum bulk storage, lead based paint, chlorofluorocarbons and other hazardous materials or suspected hazardous materials that are observable on the project site.

"Project" shall mean a multi-family housing project with respect to which the City has agreed to act as the Designee under the Designee Agreement, and which is described on (Sub) Exhibit B attached hereto and made a part hereof, as such (sub)exhibit may be amended or supplemented by the parties hereto from time to time.

"Third Party Services" shall have the meaning set forth in Section 4.4 hereof.

Article m.

Responsibilities And Covenants Of CLC. And D.O.H.

3.1 Outline Of Responsibilities; Projects.

The duties and responsibilities of C.I.C. and D.O.H. under this Agreement with respect to each Project are set forth on (Sub)Exhibit C attached hereto and made a part hereof. The parties agree that such duties and responsibilities shall relate only to the Projects. The list of Projects which are the subject ofthis Agreement shall be modified only by the written agreement of the parties hereto.

3.2 Compliance With Laws, Regulations And Agreements.

CLC shall take action under this Agreement in compliance with all federal, state and local laws and regulations, including all applicable H.U.D. policies, procedures and directives, applicable to the activities and responsibilities of C.I.C. under this Agreement and the City under the Designee Agreement as have been delegated to 10/2/2002 REPORTS OF COMMITTEES 94169

C.I.C. hereunder. The activities of C.I.C. hereunder shall be consistent and in compliance with the requirements and duties of the City under the Designee Agreement and the plans ofthe City as set forth in the Management Plan, a copy of which is set forth hereto as (Sub) Exhibit D and made a part hereof.

3.3 Execution Of Documents, Instruments By C.I.C.

C.I.C. agrees to execute and deliver to the City and to any other persons or entities on behalf of or for the benefit of the City any documents, instruments and certificates and to take any other action as may be necessary or desirable consistent with the terms of this Agreement.

3.4 Financial Statements.

C.I.C. shall deliver to the City, on or before February 1 of each year that this Agreement is in effect, a copy of the financial statements for its most recently completed fiscal year.

3.5 Records.

C.I.C. shall maintain and shall make available all books, records and other documents relating to its duties and responsibilities under this Agreement to the City, H.U.D., H.U.D.'s Inspector General, the Director ofthe Office of Multi-Family Housing Assistance Restructuring ("O.M.H.A.R.") created by M.A.H.R.A. and any of their respective authorized representatives in a manner consistent with Articles 7, 15 and 16 ofthe Designee Agreement.

3.6 Emplojonent Opportunity By C.I.C.

C.I.C. hereby agrees that during the period of its provision of services in connection wdth this Agreement, C.I.C. shall not discriminate against any employee or applicant for emplojonent based upon race, religion, color, sex, national origin or ancestry, age, handicap or disability (including mental disability), sexual orientation, military discharge status, marital status, parental status or source of income as defined in the City ofChicago Human Rights Ordinance, Chapter 2-160, Section 2-160-010, et seq.. Municipal Code ofChicago, except as otherwise provided by said ordinance and as amended from time to time (the "Human Rights Ordinance"). C.I.C. shall take affinnative action to ensure that applicants are hired and employed without discrimination based upon race, religion, color, sex, national origin or ancestry, age, handicap or disability (including mental disability), sexual orientation, military discharge status, marital status, parental status or source of income and are treated in a nondiscriminatory manner with regard to all job-related 94170 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

matters, including without limitation: emplojonent, upgrading, demotion or tiansfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. C.I.C. agrees to post in conspicuous places, available to employees and applicants for emplojonent, notices to be provided by the City setting forth the provisions of this nondiscrimination clause. In addition, C.I.C, in all solicitations or advertisements for employees, shall state that all qualified applicants shall receive consideration for emplojonent without discrimination based upon race, religion, color, sex, national origin or ancestry, age, handicap or disability (including-mental disability), sexual orientation, military discharge status, marital status, parental status or source of income. C.I.C. shall comply with all federal, state and local equal emplojonent and affirmative action statutes, rules and regulations, including but not limited to the Human Rights Ordinance and the Illinois Human Rights Act, 775 ILCS 5/1-101, et seq., and any subsequent amendments and regulations promulgated thereto.

3.7 Additional Covenants.

(a) C.I.C. agrees to seek damages or other remedies solely against the City and not against the Secretary, H.U.D., any Owner or their respective officers, directors or employees (collectively the "Other Parties"), for any Claims under this Agreement. As ofthe date hereof, C.I.C. has no Claims against the Secretary. Upon request that may be made from time to time, C.I.C. will acknowledge that it has no claims against the Other Parties, or any of them, or will waive any such claims it believes it may have against the Other Parties, or any of them.

(b) C.I.C. shall treat Nonpublic Information in a manner consistent with the requirements of Article 14 ofthe Designee Agreement.

Article IV.

Compensation And Costs.

4.1 Payment Of Base Fee Amount.

Under the Designee Agreement, the City shall be entitled to receive a Base Fee (as defined in the Designee Agreement) in the amounts and at the times set forth in Section 10.2 (including (Sub)Exhibit 4) ofthe Designee Agreement. Subject to the terms and conditions ofthis agreement, the City shall pay to C.I.C. eighty percent 10/2/2002 REPORTS OF COMMITTEES 94171

(80%) ofthe Base Fees paid to the City by H.U.D. for any Project.

4.2 Payment Of Supplemental Base Fee.

[Intentionally left blank]

4.3 Pajonent Of Incentive Fees.

Under the Designee Agreement, the City shall be entitled to receive Incentive Fees (as defined in the Designee Agreement) in the amounts and at the times set forth in Section 10.3 (including (Sub)Exhibit 5) ofthe Designee Agreement. Subject to the terms and conditions ofthis agreement, the City shall pay to C.I.C. fifty percent (50%) of the Bonus Fees paid to the City by H.U.D. wdth respect to the Projects under the Designee Agreement.

4.4 Payment Of Costs.

Under Article 9 of the Designee Agreement, the City is responsible for advancing costs, up to certain limits, incurred in connection with the engagement of individuals or entities performing property appraisals, P.N.A.'s or other services in connection with the Restructuring Process (collectively, "Third Party Services"). Pursuant to this requirement, the City shall advance the cost of Third Party Services to C.I.C. H.U.D. shall reimburse the advanced funds to the City pursuant to the terms of Article 9 ofthe Designee Agreement. Subject to the terms and conditions hereof, in the event that such reimbursement is made by H.U.D. to C.I.C, rather than directly to the City, C.I.C. shall, upon its receipt of such amounts, transfer such amounts to the City. The amount of funds to be advanced by the City to C.I.C. under this Section 4.4 shall not exceed the amounts the City reasonably expects to be spent on Third Party Services. The amount reimbursed to the City by C.I.C shall not exceed the ainount reimbursed to C.I.C. by H.U.D.. C.I.C. shall be solely responsible for pajonent of any costs incurred in connection with Third Party Services that exceed the amounts of reimbursements to be received from H.U.D.. As described on (Sub)Exhibit C hereto, C.I.C. shall be responsible for pajdng for such Third Party Services, and shall be reimbursed as set forth herein.

4.5 Payment Of Legal Fees.

The parties agree that, except for those legal fees and expenses that are reimbursed by H.U.D. .as being related to Third Party Services, legal fees and expenses that are incurred by the City or C.I.C. in connection with performing its duties and responsibilities under this agreement are to be shared by the City and C.I.C, with the City paying for twenty percent (20%) ofsuch fees and expenses and 94172 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

C.I.C. paying for eighty percent (80%) of such fees and expenses. C.I.C. shall not engage any attomey whose fees and expenses are anticipated to be shared as set forth above without the prior written consent to the City. Any legal fees and expenses incuned by the City or C.I.C. in connection with (i) negotiating or preparing this agreement, (ii) advising either party regarding its rights under this agreement or (iii) disputes between the parties arising under this agreement shall not be shared by the parties as set forth above; each party shall be responsible for pajdng for all such costs that it incurs. This section shall not be construed as providing indemnification by either party for legal fees and expenses incurred by the other party in connection with disputes with third parties arising out of this agreement.

Article V.

Representations And Warranties Of C.I.C.

C.I.C. hereby represents and warrants to the City as follows:

5.1 Organization And Authority.

C.I.C. is a not-for-profit corporation duly organized and validly existing under the laws of the State of Illinois, and has the right, power and authority to enter into, execute, deliver and perform this agreement and any related documents.

5.2 Authorization And No Violation.

The execution, delivery and performance by C.I.C. of this agreement and any related documents have been duly authorized by all necessary action of C.I.C. and will not violate any provision of law (including any order, writ, injunction or decree binding upon C.I.C), the bylaws orthe articles of incorporation of C.I.C, or result in a breach of or constitute a default under or require any consent under, or result in the creation ofany lien, charge or encumbrance on any property of C.I.C. under any agreement, instmment, restriction or document to which C.I.C. is now or hereafter a party or by which C.I.C. is or may become bound or affected.

5.3 Financial Statements And Conditions.

C.I.C. has delivered to the City on or before the date hereof a true, correct and complete copy of the Financial Statements for its most recently completed year. There has been no material adverse change in the business or financial condition 10/2/2002 REPORTS OF COMMITTEES 94173

of C.I.C. since [end of most recent fiscal year] which would materially adversely affect its ability to carry out its obligations under this agreement.

5.4 Litigation.

No judgments are outstanding against CLC, nor is there now pending or threatened any litigation, contested claim or govemmental proceeding by or against C.I.C. or affecting C.I.C. or its property, or seeking to restrain or enjoin the performance by C.I.C. ofthis agreement or the transactions contemplated by this agreement, or contesting the validity thereof.

5.5 Economic Disclosure, Statement.

C.I.C. has completed and delivered to the City an executed Economic Disclosure Statement, and the information set forth therein is true, complete and correct. C.I.C. shall deliver any and all statements regarding condflict(s) of interest reasonably required by the City or H.U.D. for any Project assigned to C.I.C.

Ariicle VL

Conditions To Obligations Of The City.

The obligation ofthe City to make payments or advances to C.I.C. as set forth in Article IV hereof is subject to the following conditions:

6.1 Evidence Of Costs Incurred.

C.I.C. shall have provided to the City evidence, in a form satisfactory to the City, that the costs for which C.I.C. has received prior advances have actually been incurred by C.I.C. in compliance wdth the requirements ofthis agreement and of the Designee Agreement. D.O.H. shall also have approved any appraisal or P.N.A. reports for which a prior advance was made to C.I.C. In connection wdth any advance for a P.N.A. report which has been prepared by C.I.C, C.I.C. shall provide to the City a certification to the City and to H.U.D. that the tost of the P.N.A. report is in conformity with the normal and customary costs charged in the performance of such equivalent services in the geographic locale by third party vendors. 94174 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

6.2 Approval Of Reports And Plans.

The City shall have approved any Model Restructuring Plan, Property Business Plan, Final Restructure Plan, Restmcture Commitment and Final Restructure Offer (as all such terms are further described on (Sub)Exhibit C hereto) prior to the time that pajonents shall be made by the City to C.I.C. with respect thereto hereunder.

6.3 AvailabiUty Of City Funds.

The City shall in no event be obligated to make further advance payments to C.I.C with respect to any Project until the City shall have received reimbursements from H.U.D. for such Project.

Article vn.

Miscellaneous.

7.1 Waiver.

Neither party's failure to require strict performance by the other party of any provision of this agreement shall not waive, affect or diminish any right of the party's thereafter to demand strict compliance and performance therewith and proof of such compliance and performance.

7.2 Headings.

The headings and titles of this agreement are for convenience only and shall not influence the construction or interpretation of this agreement.

7.3 Disclaimer Of Relationship; Third-Party Beneficiary.

Nothing contained in this Agreement, nor any act of the parties hereto, shall be deemed or construed by any ofthe parties hereto or by third persons, to create any relationship of third-party beneficiary, principal, agent, limited or general partnership, joint venture, or any association or relationship involving any party hereto. C.I.C. hereby agrees that it is not a third-party beneficiary to the Designee Agreement. 10/2/2002 REPORTS OF COMMITTEES 94175

7.4 Limitation Of Liability.

C.I.C. expressly agrees that no member, official, employee or agent of the City shall be individually or personally liable to C.I.C, or its successors or assigns, in the event of any default or breach by the City under this agreement.

7.5 Notices.

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

If To City: Department of Housing City of Chicago 318 South Michigan Avenue Chicago, Illinois 60604 Attention: Commissioner

with copies to:

Office of the Corporation Counsel City of Chicago 121 North LaSalle Street Room 600 Chicago, Illinois 60602 Attention: Finance and Economic Development Division

and .

Department of Finance City of Chicago 121 North LaSalle Street Room 501 Chicago, Illinois 60602 Attention: Comptroller

IfTo C.I.C: Community Investment Corporation 222 South Riverside Plaza Suite 2200 Chicago, Illinois 60606 Attention: President 94176 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

with copies to:

Mr. Mark Bums, Esq. Applegate 8s Thorne-Thomsen 322 South Green Street Chicago, Illinois 60607

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

7.6 Modification.

This Agreement may not be altered, modified or amended except by a written instrument signed by all the parties hereto. The Commissioner of D.O.H. is authorized to execute any such amendment or modification on behalf of the City.

7.7 Standard Of Care.

In performing its duties and obligations under this Agreement, C.I.C. shall act in good faith and in a manner consistent wdth the prevaiUng standard of care applicable to such activities.

7.8 Invalidation.

Subject to the provisions ofSection 7.11, ifany provision ofthis Agreement is held invalid or unenforceable by any court of competent jurisdiction, such provision shall be deemed severed from this Agreement to the extent of such invalidity or unenforceability, and the remainder hereof will not be affected thereby, each ofthe provisions hereof being severable in any such instant.

7.9 Governing Law.

This Agreement and the other related documents shall be governed by and construed in accordance wdth the internal laws ofthe State oflllinois without regard to its conflict of laws principles. 10/2/2002 REPORTS OF COMMITTEES 94177

7.10 Approval.

Wherever in this Agreement provision is made for the approval or consent of the City, or any matter is to be to the City's satisfaction, or the like, unless specifically stated to the contrary, such approval, consent, satisfaction or the like shall be made, given or determined by the City in its sole discretion, subject to review by the Corporation Counsel.

7.11 Term Of Agreement.

(a) Subject to the following terms of this section, this Agreement shall be in full force and effect from the date hereof and shall continue in effect until two (2) years from the execution date, subject to the rights of either party to terminate this Agreement as provided herein. This Agreement may be renewed for periods to be determined by the parties upon the written agreement of the parties hereto within sixty (60) days ofthe end ofthe term then in effect. [Is the term okay? The term of new P.R.A. is untU September 30, 2006.]

(b) This Agreement shall be terminated upon the termination or expiration of the term of the Designee Agreement. This Agreement is terminable at wdll by either party upon providing thirty (30) days wo-itten notice to the other party; provided, that such notice period shall be reduced to five (5) days if any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction.

(c) The City shall have the right to immediately terminate this Agreement upon a C.I.C. Event of Default, or the dissolution of C.I.C, or the entry of a decree or order for relief by a court havingjurisdiction with respect to C.I.C. in an involuntary case under the federal bankruptcy laws or any other applicable federal or state bankruptcy, insolvency or similar laws, or the appointment (or consent by C.I.C. to such appointment) ofa receiver, custodian, trusteeor similar official of C.I.C, orthe ordering of the winding up or liquidation of the affairs of C.I.C, or the commencement by C.I.C. of a voluntary case under the federal bankruptcy laws or any other applicable federal or state bankruptcy, insolvency or similar laws, or the making by C.I.C. of any assignment for the benefit of creditors, or the failure of C.I.C. generally to pay its debts as they become due. C.I.C. shall have the right to immediately terminate this Agreement upon a City Event of Default.

(d) Upon any termination of this Agreement (except for a termination by C.I.C. based on a City Event of Default), the City shall have the right to complete or perform any of the tasks set forth on (Sub)Exhibit C hereto, whether such tasks were designated as being done by C.I.C. or the City, and C.I.C. shall make available to the City any books and records as necessary for the City to complete or perform such tasks. After the termination of this Agreement, the City shall have no obligation to make pajonents to C.I.C. for work done on any Project under this Agreement; provided, however, that the City shall make pajonents to C.I.C. for work 94178 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

done hereunder which has been completed in accordance with this Agreement prior to such termination, unless such tennination is based on a C.I.C. Event ofDefault.

7.12 Remedies.

If a C.I.C. Event of Default occurs, the City may, but shall not be required to, invoke any or all of the followdng remedies: (a) the right to terminate this Agreement, as set forth in Section 7.11; (b) the right of specific performance, an injunction or any other appropriate equitable remedy; (c) the right to money damages; and (d) the right to withhold all or any part of C.I.C.'s compensation hereunder (subject to Section 7.11). If a City Event of Default occurs, C.I.C. may, but shall not be required to, invoke any or all ofthe following remedies: (a) the right to tenninate this Agreement, as set forth in Section 7.11; (b) the right of specific performance, an injunction or any other appropriate equitable remedy; and (c) the right to money damages. The remedies under the terms of this Agreement are not intended to be exclusive of any other remedies provided, but each and every such remedy shall be cumulative and shall be in addition to any other remedies, existing now or hereafter, at law, in equity or by statute. No delay or failure to exercise any right or power accruing upon any City Event or Default or C.I.C. Event of Default or any other event set forth in Section 7.11 shall impair any such right or power nor shall it be construed as a waiver of any City Event of Default or C.I.C. Event of Default or other such event or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient.

7.13 Binding Effect.

This Agreement shall inure to the benefit of and shall be binding upon the City, C.I.C. and their respective successors and assigns.

7.14 Constmction Of Words.

The use of the singular form of any word herein shall also include the plural and vice versa. The use ofthe masculine, feminine and neuter pronouns for any word therein shall be fully interchangeable.

7.15 References To Statutes, Et Cetera.

All references herein to statutes, regulations, rules, executive orders, ordinances, resolutions, notices or circulars issued by any govemmental body shall be deemed to include any and all amendments, supplements and restatements from time to time to or of such statutes, regulations, rules, executive orders, ordinances. 10/2/2002 REPORTS OF COMMITTEES , 94179

resolutions, notices and circulars.

7.16 Assignments.

C.I.C. may not sell, assign or transfer this Agreement or an interest hereunder without the prior woritten consent of the City. C.I.C. consents to the City's sale, assignment, transfer or other disposition ofthis Agreement at any time in whole or in part. C.I.C. shall not accept any Project in which it has a financial interest without first disclosing that interest to the City; C.I.C. shall confirm whether it has a financial interest in any such Project by delivering any and all statements regarding conflict(s) of interest reasonably required by the City or H.U.D. for any Project assigned to C.I.C. C.I.C. acknowledges that it sheQl adhere to the same conflict oflnterest standards as H.U.D. requires ofthe City.

7.17 Entire Agreement.

This Agreement and its (sub)exhibits constitute the entire agreement between the City and C.I.C.

7.18 Communications With The Media; Advertising And Publicity.

Neither C.I.C. nor its employees shall communicate with, or provide information to, members ofthe press or other media regarding this Agreement, without the prior written consent of the City. C.I.C. shall not issue or sponsor any advertising or publicity that states or implies, either directly or indirectly, that the Secretary endorses, recommends or prefers the City's or C.I.C.'s services, nor shall C.I.C. use H.U.D. or F.H.A. logo in any fashion without the Secretary's prior written approval.

7.19 Curative Period.

In the event that either party shall fail to perform a covenant which such party is required to perform under this Agreement, notwithstanding any other provision of this Agreement to the contrary, a C.I.C. Event of Default or a City Event of Default shall not be deemed to have occurred unless such party shall have failed to cure such default within sixty (60) days of its receipt of a written notice from the other party specifjdng the nature ofthe default; provided, however, with respect to those defaults which are not capable of being cured within such sixty (60) day period, neither party shall not by deemed to have committed a C.I.C. Event ofDefault or a City Event of Default under this Agreement if it has commenced to cure the alleged default wdthin such sixty (60) day period and thereafter diligently and continuously prosecutes the cure of such default until the same has been cured. 94180 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

7.20 Counterparts.

This Agreement may be executed in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument.

7.21 Designee Agreement Controls.

If there are any conflicts between the terms of this Agreement and the Designee Agreement, the terms and provisions of the Designee Agreement shall be control.

In Witness Whereof, The undersigned have executed this Agreement as of the date first written above.

Community Investment Corporation, an Illinois not-for-profit corporation

By:

Its:

City of Chicago

By:

Its: Commissioner, Department of Housing

[(Sub)Exhibits "A", "B" and "D" referred to in this Agreement with Community Investment Corporation unavailable at time of printing.]

(Sub)Exhibit "C" referred to in this Agreement with Community Investment Corporation reads as follows: 10/2/2002 REPORTS OF COMMITTEES 94181

(Sub)ExhibU "C". (To Agreement With Community Investment Corporation)

Parties' Duties And Responsibilities.

Note: Capitalized terms not defined herein shall have the same meaning as set forth in the Agreement.

1. Owner Contact. D.O.H. will be responsible for initial Owner contact. This contact will take place immediately after H.U.D. notifies D.O.H. that it has been assigned a Project. D.O.H. will notify the Owoier in writing of the following: the Owner's obligation to notify tenants and affected lenders of the Owner's intent to participate in the Restructuring Process, C.I.C's role in the Restructuring Process, procedures relevant to the initial phase of the Restructuring Process, and time line expectations.

2. Due Diligence.

a. Property Evaluation:

(1) Upon the request of D.O.H., C.I.C. orders appraisal and P.N.A. reports. The vendors preparing these reports will have been previously approved by D.O.H.. C.I.C. will directly supervise these contractors, and, along with D.O.H., will assure that final reports conform with requirements of the Designee Agreement. C.I.C will be responsible for the followdng tasks:

(a) scheduling an on-site inspection with D.O.H., the entity or individual providing the P.N.A. and appraiser;

(b) scheduling tenant meeting with D.O.H., the individual or entity providing the P.N.A., and Owner;

(c) scheduling meeting wdth D.O.H., Owner, appraiser and the individual or entity providing the P.N.A. to discuss the Project's physical needs, and to discuss the amenities and other physical upgrades necessaiy to assure the competitive position of the 94182 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Project;

(d) obtaining relevant legal and financial records from the Owner and H.U.D., and obtaining information about pending litigation regarding the Project;

(e) obtaining inspection and management reports from H.U.D.; and

(f) obtaining a title report.

(2) Appraisal and P.N.A. reports must be approved by D.O.H.

(3) D.O.H. and C.I.C. will be jointly responsible for implementing procedures, developed by D.O.H., for providing community and tenant input into the Restructuring Process for each Project.

Restructure Financing:

(1) D.O.H. and C.I.C. will jointly meet with Owner and first mortgage lender to discuss the intentions ofthe Owner and the lenders and procedures.

(2) Owner in its sole discretion decides whether to refinance with existing lender, or to seek new financing.

(3) In cases where new financing is required the Owoier will be responsible for identifying new financing, which may include a new F.H.A.-insured mortgage.

(4) C.I.C. -wiU keep D.O.H. informed of the status of discussions with lenders and Owners regarding loan restructuring, copy D.O.H. on all correspondence, and inform D.O.H. of all meetings. D.O.H. will attend meetings when deemed appropriate by D.O.H.

(5) C.I.C. will be responsible for preparing and recommending financial restructure plans to D.O.H. for D.O.H. approval. D.O.H. must approve identity of lenders, including C.I.C. 10/2/2002 REPORTS OF COMMITTEES 94183

(6) D.O.H. and C.I.C, will be jointly responsible for securing approvals from Owners, lenders, and any others whose consent may be necessary for final approval and implementation of the restructure plan.

Submissions To H.U.D.

a. Model Restructuring Calculation:

(1) C.I.C. will be responsible for preparing the Model Restructuring Calculation (as described in the Guidance to Designees dated April 14, 1997, as revised September 23, 1997, prepared by H.U.D., a copy ofwhich has been delivered to C.I.C. by D.O.H. (the "Guidance")) in accordance with H.U.D. instructions and delivering it to D.O.H. for its review.

(2) D.O.H. wdll review the Model Restructuring Calculation and, if approved, deliver this analysis to H.U.D.

b. Preparation Of Property Business Plan:

(1) C.I.C. will be responsible for preparation of the Property Business Plan (as described in the Guidance) in accordance with the requirements outlined by H.U.D. in Attachment 2 ofthe Guidance.

(2) D.O.H. will work closely with C.I.C. in the preparation of the Property Business Plan. Once it has been approved by D.O.H., D.O.H. wiU deliver the document to H.U.D.

c. Final Restructure Plan:

(1) If further negotiations require modification of the initial terms of the Property Business Plan, a Final Restructure Plan must be submitted to H.U.D.. C.I.C. vriU be responsible for preparing this document for D.O.H. review and approval. Once approved, D.O.H. wdll submit the plan to H.U.D. 94184 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

d. Restructure Commitment:

(1) Based on H.U.D. approval ofthe Final Restructure Plan, CLC will prepare a Restructure Commitment to be executed by the Owner, any mortgagee for the Project, and H.U.D.

e. Final Restructure Offer:

(1) Ifthe Owner and D.O.H. cannot agree to a final restructure plan, D.O.H. and C.I.C. will prepare a final restmcturing offer. This offer will be drafted by C.I.C, and, once approved by D.O.H., delivered to H.U.D. by D.O.H. for H.U.D.'s approval.

Closing.

C.I.C. wdll be responsible for managing the transfer of the documents to the closing participating administrative entity (the "Closing P.A.E.") designated under M.A.H.R.A.. A Ust of required closing materials and completion of standardized documents wdll be prepared by the Closing P.A.E.. Non-standardized documents and agreements will also be prepared by the Closing P.A.E. or the counsel representing the appropriate party, as determined by the Closing P.A.E. and H.U.D.

AUTHORIZATION TO ENTER INTO AND EXECUTE LOAN AGREEMENT WITH LAKE PARK CRESCENT ASSOCIATES I, L.P. FOR ACQUISITION, CONSTRUCTION AND EQUIPPING OF RESIDENTIAL HOUSING IN AREA GENERALLY BOUNDED BY EAST 42"° STREET, ILLINOIS CENTRAL RAIL LINE, EAST 40™ STREET AND SOUTH LAKE PARK AVENUE.

The Committee on Finance submitted the followdng report: 10/2/2002 REPORTS OF COMMITTEES 94185

CHICAGO, October 2, 2002.

To the President and Members of the City Council:

Your Committee on Finance, having had under consideration an ordinance authorizing entering into and executing a loan agreement with Lake Park Crescent Associates I, Limited Partnership, amount of loan not to exceed $10,000,000, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 47.

Nays — None.

Alderman Beavers moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

WHEREAS, The City ofChicago (the "City"), a home mle unit of government under Section 6(a), Article VII of the 1970 Constitution of the State of lUinois, has heretofore found and does hereby find that there exists wdthin the City a serious shortage of decent, safe and sanitaiy rental housing available to persons of low- and moderate-income; and 94186 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

WHEREAS, The City has determined that the continuance of a shortage of affordable rental housing is harmful to the health, prosperity, economic stability and general welfare of the City; and

WHEREAS, The Congress ofthe United States has enacted the Cranston-Gonzalez National Affordable Housing Act, 42 U.S.C. Section 12701, et seq., authorizing, inter alia, the HOME Investment Partnerships Program (the "HOME Program") pursuant to which the United States Department of Housing and Urban Development ("H.U.D.") is authorized to make funds (the "HOME Funds") available to participating jurisdictions to increase the number of families served with decent, safe, sanitary and affordable housing and to expand the long-term supply of affordable housing; and

WHEREAS, The City has received an allocation from H.U.D. of HOME Funds to make loans and grants for the purposes enumerated above and such HOME Funds are administered by the City's Department of Housing ("D.O.H."); and

WHEREAS, The City may have available certain funds in Corporate Fund Number 100 available to be used as the local match of HOME Funds as required under the HOME Program, and/or affordable housing bond initiative program funds (collectively, the "Corporate Funds"); and

WHEREAS, The City may have available to it certain funds (the "Program Income") derived from repajonents to the City of HOME Funds and/or other retums on the investment of HOME Funds; and

WHEREAS, The City has programmed certain funds (the "C.D.B.G. Funds") for its Multi-Family Loan Program (the "Multi-Program") under the Community Development Block Grant Program, wherein acquisition and rehabilitation loans are made available to owners of rental properties containing five (5) or more dwelling units located in low- and moderate-income areas, and the Multi-Program is administered by D.O.H.; and

WHEREAS, D.O.H. has preliminarily reviewed and approved the making of a loan or loans to Lake Park Crescent Associates I, L.P., an Illinois limited partnership (the "Borrower"), the sole general partner ofwhich shall be Lake Park Crescent GP I, L.L.C, an Illinois limited liability company (the "General Partner"), the sole owner ofwhich is Draper and Kramer, Incorporated, an Illinois corporation (the "Owner"), in an aggregate amount not to exceed Ten Million Dollars ($10,000,000) (the "Loan" and, if made as separate loans, the "Loans"), and containing such other terms as described on Exhibit A attached hereto and made a part hereof, to be funded from HOME Funds, Corporate Funds, Program Income and/or C.D.B.G. Funds, to finance a portion ofthe cost of acquiring, constmcting and equipping approximately one hundred forty-eight (148) residential rental dwelling units in approximately thirteen (13) buildings in a development commonly known as the Lakefront Transformation Project Rental Phase 1 (the "Project"), to be located at certain sites 10/2/2002 REPORTS OF COMMITTEES 94187

generally located north of East 42"'' Street, west of the Illinois Central rail line, south of East 40'*' Street and east of South Lake Park Avenue in the City ofChicago, Illinois (the "Property"); and

WHEREAS, The Property is owned by the Chicago Housing Authority (the "C.H.A."), a municipal corporation under the Housing Authorities Act, 310 ILCS 10/ 1, et seq., and wdll be leased to the Borrower on a long-term basis; and

WHEREAS, D.O.H. has preliminarily approved a preliminary plan of financing for the Project as set forth on Exhibit A hereto; now, therefore.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. The above recitals are expressly incorporated in and made a part of this ordinance as though fully set forth herein.

SECTION 2. The Commissioner of D.O.H. (the "Commissioner") and a designee of the Commissioner are each hereby authorized, subject to approval by the Corporation Counsel, to enter into and execute such agreements and instmments, and perform any and all acts as shall be necessary or advisable in connection wdth the implementation of the Loan(s) and the terms and program objectives of the HOME Program and/or the Multi-Program, including, without limitation, consenting to (a) the replacement ofthe General Partner as the general partner ofthe Bonower (i) by any senior mortgagee, (ii) if authorized under the terms of the Borrower's limited partnership agreement, by one (1) or more limited partners ofthe Borrower or one (1) or more affiliates of such limited partners, and (b) a change in ownership of the Borrower and the General Partner resulting from the sale of a controlling interest in the Owner or any holding company holding an owoiership interest in the Owner. The Commissioner is hereby authorized, subject to the approval of the Corporation Counsel, to negotiate any and all terms and provisions in connection with the Loan(s) which do not substantially modify the terms of the Loan(s) described in Exhibit A hereto. Upon the execution and receipt of proper documentation, the Commissioner is hereby authorized to disburse the proceeds of the Loan(s) to the Borrower.

SECTION 3. In connection with the Loan(s) by the City to the Borrower, the City shall waive those certain fees, ifapplicable, imposed by the City with respect to the Project and as more fully described in Exhibit B attached hereto and made a part hereoL

SECTION 4. To the extent that any ordinance, resolution, rule, order or provision ofthe Municipal Code ofChicago, or part thereof, is in conflict with the provisions of this ordinance, the provisions of this ordinance shall control. If any section, paragraph, clause or provision ofthis ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this ordinance. 94188 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

SECTION 5. This ordinance shall be effective as of the date of its passage.

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

ExhibU "A".

Borrower: Lake Park Crescent Associates I, L.P., an Illinois limited partnership, the sole general partner ofwhich shall be Lake Park Crescent GP I, L.L.C, an Illinois limited liability company, the sole owoier ofwhich is Draper and Kramer, Incorporated, an Illinois corporation, and the limited partner(s) of which shall be one or more other entities acceptable to the Commissioner to be hereafter selected.

Project: Long term lease ofand construction ofthe Project on the Property of approximately 148 residential rental dwelling units in approximately 13 buildings, ofwhich approximately 112 units shall be for low- income families, together with approximately 148 on-site parking spaces.

Loan: Source: Home Program/Corporate Funds/Program Income/ Multi-Program.

Amount: Not to exceed $10,000,000, either individually or in aggregate.

Term: Not to exceed 42 years.

Interest: 0% per annum or such interest rate acceptable to the Commissioner.

Security: Non-recourse loan(s); mortgage or mortgage(s) on the Property (the "Mortgage(s)").

Additional Financing: 1. Amount: Approximately $3,920,000, or such other amount to which the Commissioner may consent (the "Bridge Loan").

Source: An entity acceptable to the Commissioner.

Term: Such term acceptable to the Commissioner. 10/2/2002 REPORTS OF COMMITTEES 94189

Interest: An interest rate acceptable to the Commissioner.

Security: A mortgage on the Property senior to the lien of the Mortgage(s).

Amount: Approximately $3,920,000, or such other amount to which the Commissioner may consent, all or a portion of which may be used to repay the Bridge Loan.

Source: Project Funding Corp., a Califomia corporation, or another entity acceptable to the Commissioner.

Term: Not to exceed 32 years or such other term acceptable to the Commissioner.

Interest: An interest rate acceptable to the Commissioner.

Security: A mortgage on the Property senior to the lien ofthe Mortgage(s).

Amount: Approximately $6,000,000, or such other amount to which the Commissioner may consent.

Term: Not to exceed 42 years or such other term acceptable to the Commissioner.

Source: Chicago Housing Authority, or another entity acceptable to the Commissioner.

Interest: An interest rate acceptable to the Commissioner.

Security: A mortgage on the Property junior to the lien ofthe Mortgage(s). 94190 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Amount: Approximately $750,000, or such other amount to which the Commissioner may consent.

Term: Not to exceed 42 years, or such other term acceptable to the Cominissioner.

Source: Illinois Housing Development Authority, or another entity acceptable to the Commissioner.

Interest: An interest rate acceptable to the Commissioner. Security: A mortgage on the Property junior to the Uen ofthe Mortgage(s).

Amount: Approximately $2,000,000, or such other amount to which the Commissioner may consent.

Term: Paid annually for approximately 23 years.

Source: Available Incremental Taxes from the City of Chicago, Lakefront Tax Increment Financing Redevelopment Project Area.

Interest: Not applicable.

Security: No mortgage; Redevelopment Agreement.

Low-Income Housing Tax Credit Proceeds: Approximately $12,362,100, or such other amount to which the Commissioner may consent, a portion of which may be used to repay the Bridge Loan.

Source: To be derived from the syndication by the General Partner of approximately $1,626,519 of low-income housing tax credits to be allocated by the Illinois Housing Development Authority. 10/2/2002 REPORTS OF COMMITTEES 94191

7. Amount: $100.

Source: General Partner.

ExhibU "B".

Fee And Other Waivers.

Department Of Buildings.

Waiver of Plan Review, Permit and Inspection Fees: \^

A. Building Permit:

Zoning.

Construction/Architectural/Stmctural.

Internal Plumbing.

H.V.A.C.

Water for Construction.

Smoke Abatement.

B. Electrical Permit:

Service and Wiring.

C Elevator Pemiit (if applicable).

D. Wrecking Permit (if applicable).

E. Fencing Permit (if applicable).

•J 94192 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Department Of Sewers.

Permit (connection) and Inspection Fees.

Sealing Permit Fees.

Department Of Water.

Tap Fees.

Cut and Seal Fees.

(Fees to purchase B-boxes and remote readouts are not waived.)

Department Of Transportation.

Street Opening Fees.

Driveway Permit Fees.

Use of Public Way Fees.

Other.

Open Space Impact Fees under Chapter 16-18 ofthe Municipal Code ofChicago.

Letter of credit security requirement for landscaping.

Fees relating to City installations (including, but not limited to, curbs, walks, parkway landscaping and street and alley lighting).

Mayor's Office for People with Disabilities Impact Fees. . 10/2/2002 REPORTS OF COMMITTEES 94193

AUTHORIZATION FOR CORPORATION COUNSEL TO ENTER INTO AND EXECUTE SETTLEMENT AGREEMENT REGARDING CASE OF LESTER HAGAN V. CITY OF CHICAGO.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council:

Your Committee on Finance, having had under consideration an order authorizing the Corporation Counsel to enter into and execute a settlement order for the following case: Lester Hagan v. City of Chicago, Number 99 L 13623 in the amount of $150,000.00, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed order transmitted herewith.

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed order transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 47.

Nays — None.

Alderman Beavers moved to reconsider the foregoing vote. The motion was lost. 94194 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

The following is said order as passed:

Ordered, That the Corporation Counsel is hereby authorized and directed to enter into and execute a settlement agreement in the following matter: Lester Hagan v. City ofChicago, Number 99 L 13623, in the amount of $150,000.00.

AUTHORIZATION . FOR EXECUTION OF RIGHT-OF-ENTRY AGREEMENT WITH CHICAGO THEATER RESTORATION ASSOCIATES FOR REHABILITATION OF PROPERTY AT 175 NORTH STATE STREET.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council;

Your Committee on Finance, having had under consideration an ordinance authorizing the Commissioner of the Department of Planning and Development to enter into and execute a right-of-entry agreement between the City and Chicago Theater Restoration Associates, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows: 10/2/2002 REPORTS OF COMMITTEES 94195

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 47.

Nays — None.

Alderman Beavers moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

WHEREAS, Pursuant to an ordinance adopted by the City CouncU ("City CouncU") ofthe City ofChicago ("City") on Febmary 7, 1997 and pubUshed at pages 38260 - 38402 of the Joumal of the Proceedings of the City Council (^'JoumaF) of such date, a certain redevelopment plan and project ("Plan") for the Expanded North Loop Redevelopment Project Area (such expanded area, the "Area") was approved pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11-74.4-1, et seq.) (1996 State Bar Edition) ("Act"); and

WHEREAS, Pursuant to an ordinance adopted by the City Council on Febmary 7, 1997 and pubUshed at pages 38400 and 38403 - 38414 ofthe Joumal of such date, the Area was designated as a redevelopment project area pursuant to the Act; and

WHEREAS, Pursuant to an ordinance ("T.I.F. Ordinance") adopted by the City CouncU on Febmary 7, 1997 and published at pages 38412 and 38415 - 38425 of the JoumaZ of such date, tax increment allocation financing was adopted pursuant to the Act as a means of financing certain Area redevelopment project costs (as defined in the Act) incurred pursuant to the Plan; and

WHEREAS, The Chicago Theater Restoration Associates, an Illinois limited partnership ("C.T.R.A."), owns that certain property located in the Area commonly known as 175 North State Street, Chicago, and legally described on Exhibit A attached hereto ("Property"); and

WHEREAS, The Property is presently improved wdth The Chicago Theatre ("Theatre"), which Theatre was constmcted in 1921 and designated as a Chicago landmark pursuant to ordinance passed by the City Council of the City on January 28, 1983; and

WHEREAS, Pursuant to that certain Modified Joint Consensual Plan of Reorganization dated as of October 21, 1994 ("Bankruptcy Plan"), the Property is 94196 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

encumbered by that certain mortgage ("Mortgage") granted by C.T.R.A. in favor of the City in the principal amount of Seventeen Million Dollars ($17,000,000), which mortgage was dated as of January 23, 1995 and recorded with the Office ofthe Cook County Recorder of Deeds on Febmary 14, 1995 as Document Number 95106340; and

WHEREAS, Under the Bankruptcy Plan, the City has the right to accelerate the debt evidenced by the Mortgage and take title to the Theatre if the debt is not paid on or by June 1, 2003; and

WHEREAS, Certain exterior elements ofthe Theatre are in disrepair, including the horizontal marquee and State Street facade and the roof of the Theatre; and

WHEREAS, The City, having an interest in the Theatre as collateral for the Mortgage, seeks to execute a right-of-entry agreement ("I?ight-of-Entry Agreement") with C.T.R.A. in order to undertake restoration or major, substantial repair work at the Theatre (the "Work" as more fully described in the Right-of-Entry Agreement); and

WHEREAS, The Work shall be undertaken at the Theatre in accordance with its status as a Chicago landmark; and

WHEREAS, In order to pay for said Work, the City shall utiUze a portion of the proceeds of its Tax Increment Allocation Bonds (Central Loop Redevelopment Project) Series 2000, consisting of Sixty-two MilUon Three Hundred Fifty Thousand DoUar ($62,350,000) Taxable Series 2000B Bonds (Current Interest Bonds) issued pursuant to an ordinance adopted by the City Council ofthe City on May 17, 2000, or in the alternative, excess incremental taxes, which have been deposited by the Treasurer of the City into the 1997 Central Loop Project Redevelopment Project Special Tax Allocation Fund established to pay for redevelopment project costs and obligations; and

WHEREAS, The expenditure of such funds by the City shall not exceed the sum of Two Million Dollars ($2,000,000) and shall be in accordance with the provisions of the Act, and consistent with the objectives of the Plan; now, therefore.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. The above recitals are incorporated herein and made a part hereoL

SECTION 2. The Commissioner of Planning and Development ("Commissioner of D.P.D.") or a designee ofthe Commissioner of D.P.D., and the Commissioner of General Services ("Commissioner of D.G.S.") or a designee ofthe Commissioner of D.G.S., are each hereby authorized, wdth the approval of the City's Corporation Counsel as to form and legality, to negotiate, execute and deliver the Right-of-Entry Agreement for purposes of undertaking the Work between Developer and the City 10/2/2002 REPORTS OF COMMITTEES 94197

substantially in the form attached hereto as Exhibit B and made a part hereof, and such other supporting documents as may be necessary to carry out and comply wdth the provisions ofthe Right-of-Entry Agreement, with such changes, deletions and insertions as shall be approved by the persons executing the Right-of-Entry Agreement.

SECTION 3. The Commissioner of D.G.S. is hereby authorized to hire such contractors, construction managers, architects, engineers and such other professionals as are reasonably necessary to undertake and complete the Work. All Work is to be completed in conformance with the United States Secretary of the Interior's Standards for Rehabilitation ("Standards") as well as the Commission of Chicago Landmarks Guidelines for Alterations to Historic Buildings and New Construction ("Guidelines") and consistent with that certain Conservation Right executed by LaSalle Bank Tmst Number 110441 (a previous owoier of the Property) in favor ofthe Landmarks Preservation Council oflllinois on October 29, 1985 and recorded with the Office ofthe Cook Count Recorder of Deeds on October 30, 1985 as Document Number 85260335 and any amendments thereto. The Work on the horizontal marquee of the Theatre shall be perfonned by a sign contractor with substantial experience in similar historic sign projects and undertaken in accordance wdth the Standards and Guidelines. Sign contractors considered to be qualified to undertake the work on the marquee include Poblocki 85 Sons, Whiteway Sign Company, and Keiffer Sign Company, but may include any other sign contractor that submits satisfactory evidence of its qualifications meeting the requirements described in this section and meeting the approval of the Commissioner of D.G.S. and the Commissioner of D.P.D.. The City reserves the right to reject any contractor or subcontractor which it believes does not meet the requirements to undertake the Work as described in this section.

SECTION 4. If any prorision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such provision shall not affect any ofthe other provisions ofthis ordinance.

SECTION 5. All ordinances, resolutions, motions or orders in conflict with this ordinance are hereby repealed to the extent of such conflict.

SECTION 6. This ordinance shall be in full force and effect immediately upon its passage.

Exhibits "A" and "B" referred to in this ordinance read as follows: 94198 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

ExhibU "A".

Legal Description:

The south 60 feet of Lots 1, 2 and 3 and all of Lots 4, 5, 6, 7, 8, 9 and 10 in Block 9 in the Fort Dearborn Addition to Chicago in Section 10, Township 39 North, Range 14, East of the Third Principal Meridian, in Cook County, Illinois.

Commonly known as:

175 North State Street Chicago, Illinois.

Permanent Index Number:

17-10-305-002-000.

ExhibU "B".

Right-Of-Entry Agreement.

This right-of-entry agreement ("Agreement") is made this day of , 2002, by and between the City of Chicago, an Illinois municipal corporation ("City"), having its principal office at 121 North LaSalle Street, Chicago, Illinois 60602, and Chicago Theater Restoration Associates, an Illinois limited partnership ("Owner"), in care of The Civic Preservation Foundation, an Illinois not- for-profit corporation and the general partner of Owner, which has its business address at 20 North Michigan Avenue, Suite 106, Chicago, Illinois 60602.

Recitals.

Whereas, The Owner holds legal title to that certain parcel ofland located in the Central Loop Tax Increment Financing Area ("T.I.F. Area") of the City of Chicago commonly referred to as 175 North State Street, Chicago, Illinois, and legally described on (Sub)Exhibit A attached hereto ("Property"); and 10/2/2002 REPORTS OF COMMITTEES 94199

Whereas, The Property is presentiy improved wdth The Chicago Theatre ("Theatre"), which Theatre was constructed in 1921 and designated as a Chicago landmark pursuant to an ordinance passed by the City Council of the City on January 28, 1983; and

Whereas, Pursuant to that certain Modified Joint Consensual Plan of Reorganization ("Bankruptcy Plan") dated as ofOctober 21, 1994, the Property is encumbered by that certain mortgage ("Mortgage") granted by Owner in favor ofthe City in the principal amount of Seventeen Million Dollars ($17,000,000), which mortgage was dated as of January 23, 1995 and recorded with the Office of the Cook County Recorder of Deeds on February 14, 1995 as Document Number 95106340; and

Whereas, Certain exterior elements ofthe Theatre are in disrepair, including the horizontal marquee and State Street facade and the roof of the Theatre; and

Whereas, Under the Bankruptcy Plan, the City has the right to accelerate the debt evidenced by the Mortgage and take title to the Theatre if the debt is not paid on or by June 1, 2003; and

Whereas, The City, having an interest in the Theatre as collateral for the Mortgage, seeks this right-of-entry agreement from the Owoier in order to undertake restoration or major substantial repair work (the "Work" as more fully defined below) at the Theatre; and

Whereas, The Work shall be undertaken and completed in accordance with the Theatre's status as a Chicago landmark; and

Whereas, In order to pay for said Work, the City shall utilize a portion of the proceeds of its Tax Increment Allocation Bonds (Central Loop Redevelopment Project) Series 2000, consisting of Sixty-two MilUon Three Hundred Fifty Thousand Dollar ($62,350,000) Taxable Series 2000B Bonds (Current Interest Bonds) issued pursuant to an ordinance adopted by the City Council ofthe City on May 17, 2000, or in the alternative, excess incremental taxes, which have been deposited by the Treasurer of the City into the 1997 Central Loop Project Redevelopment Project Special Tax Allocation Fund established to pay for redevelopment project costs and obligations; and

Whereas, The expenditure of such funds by the City shall not exceed the sum of Two Million Dollars ($2,000,000) and shall be in accordance wdth the provisions of the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/ 11-74.4-1, et seq., as amended from time to time, and consistent with the objectives ofthe City ofChicago 94200 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Central Loop Redevelopment Project Area Tax Increment Financing Prograin Redevelopment Plan;

Now, Therefore, In consideration of the foregoing recitals which are hereby incorporated as ifthe same were fully stated herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Grant Of Right-Of-Entry. The Owner hereby grants to the City and/or its contractors, construction managers, agents or employees, a right-of-entry to the Property for the purpose of undertaking the restoration of, or substantial, major repairs to, the following: (a) the horizontal marquee on State Street (which may, at the sole discretion ofthe City involve the replacement of said marquee); (b) the State Street facade; and (c) the roof of the Theatre. For purposes of this Agreement, such activities shall collectively constitute the "Work". The Work shall be undertaken by the City, through its Department of General Services. The scope ofthe Work, and the hiring by the City ofany contractors, constmction managers, agents, architects, engineers or other professionals in order to undertake such Work, shall be in the sole discretion ofthe City. The parties understand that the Work shall be undertaken consistent with the applicable provisions as set forth in the United States Secretary of the Interior's Standards for Rehabilitation ("Standards") as well as the Commission of Chicago Landmarks Guidelines for Alterations to Historic Buildings and New Construction ("Guidelines") and consistent with that certain Conservation Right executed by LaSalle Bank Trust Number 110441 (a previous owner of the Property) in favor of the Landmarks Preservation Council oflllinois on October 29, 1985 and recorded with the Office of the Cook County Recorder of Deeds on October 30, 1985 as Document Number 85260335 and any amendments thereto. The City shall, in the preparation of the scope of Work, also extend reasonable efforts to utilize the construction documents entitled "Marquee Restoration, Exterior Wall and Roofing Repairs" dated January 22, 2002 prepared by S.P. Asrow and Associates, L.L.C, for the Owner, the receipt of which the City hereby acknowledges. The City's access to the Property shall occur at such reasonable times as have been mutually agreed upon by the parties.

2. Cost. The cost of the Work shall be borne by the City; provided, however, if such costs exceed the sum of Two Million Dollars ($2,000,000), then, in such event, the parties shall mutually agree: (1) that such costs shall be the sole responsibility ofthe Owner; provided, however, that Owner shall only be obligated to fund such excess costs from funds, if any, remaining in pre-existing capital reserve accounts: or (2) on a reduction of the scope of the Work such that the total costs for such Work will be equal to or less than Two Million Dollars ($2,000,000). 10/2/2002 REPORTS OF COMMITTEES 94201

3. Permits And Authorizations. It is understood and agreed between the parties that the City will secure in its own name and at its own cost all necessaiy permits and authorizations needed in order to undertake the Work. The City shall provide the Owner with legible copies of all permits, work orders, contracts and other reports and inspections regarding the Work.

4. Term Of Agreement. The term of this Agreement shall be the later of: (i) eight (8) months, commencing from the date first set forth above; or (ii) the date the City takes title to the Property pursuant to the Bankruptcy Plan, if in fact it does so, but no later than June 30, 2003.

5. Indemnification. The City agrees that it shall indemnify, hold harmless and defend the Owner against any and all claims, suits, costs (including reasonable attorney's fees) and damages for injuiy to persons or property arising out of or in connection with the Work (excepting, however, that which is caused by the negligence of the Owner).

6. Encumbrance. The City shall keep the Property free from any and all liens and encumbrances arising out of any Work performed or for material furnished or obligations incurred by or on behalf of the City.

7. Notice. Any notice required pursuant to the terms of this Agreement shall be delivered to the respective parties at the followdng addresses:

IfTo City: Commissioner Department of Planning and Development 121 North LaSalle Street Room 1000, City Hall Chicago, Illinois 60602 Attention: Deputy Commissioner — Central District

wdth a copy to:

Commissioner Department of General Services 30 North LaSalle Street, Suite 3700 Chicago, Illinois 60602 Attention: Managing Deputy Commissioner 94202 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

and:

City of Chicago Law Department Attention: Real Estate and Land-Use Dirision 30 North LaSalle Street, Suite 1610 Chicago, Illinois 60602

If To Owner: Chicago Theater Restoration Associates In care of Civic Preservation Foundation 20 North Michigan Avenue, Suite 106 Chicago, Illinois 60602 Attention: Kassie Davis, Executive Director

8. Headings. The headings ofthe various sections ofthis Agreement have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending or affecting in any way the express terms cind provisions set forth herein.

9. Counterparts. This Agreement may be executed in one (1) or more counterparts, each ofwhich shall be deemed an original, but all ofwhich together shall constitute one (1) and the same instrument.

In Witness Whereof, The City and the Owner have executed this Agreement as ofthe date and year first written above.

City of Chicago, an Illinois municipal corporation

By: Alicia Mazur Berg, Commissioner of Planning and Development

By: Michael McCue, Commissioner of General Services 10/2/2002 REPORTS OF COMMITTEES 94203

Owner:

Chicago Theater Restoration Associates, an Illinois limited partnership

By: Civic Preservation Foundation, an Illinois not-for-profit corporation

By: Kassie Davis, Executive Director

[(Sub)Exhibit "A" referred to in this Right-of-Way Entry Agreement with Chicago Theater Restoration Associates constitutes Exhibit "A" to the ordinance and is printed on page 94198 of this Journal]

APPROVAL OF TAX INCREMENT FINANCING REDEVELOPMENT PLAN FOR 67™/CICERO REDEVELOPMENT PROJECT AREA.

The Committee on Finance submitted the followdng report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council:

Your Committee on Finance, having had under consideration an ordinance approving a redevelopment plan for the 67'''/Cicero Tax Increment Financing Redevelopment Project Area, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith. 94204 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Bumett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 47.

Nays — None.

Alderman Beavers moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

WHEREAS, It is desirable and in the best interest of the citizens of the City of Chicago, Illinois (the "City") for the City to implement tax increment allocation financing ("Tax Increment Allocation Financing") pursuant to the Illinois Tax IncrementAUocation Redevelopment Act, 65 ILCS 5/11-74.4-1, etseq., as amended (the "Act"), for a proposed redevelopment project area to be known as the 67'''/Cicero Redevelopment Project Area (the "Area") described in Section 2 ofthis ordinance, to be redeveloped pursuant to a proposed redevelopment plan and project attached hereto as Exhibit A (the "Plan"); and

WHEREAS, By authority of the Mayor and the City Council of the City (the "City Council", referred to herein collectively with the Mayor as the "Corporate Authorities") and pursuant to Section 5/1 l-74.4-5(a) of the Act, the City's Department ofPlanning and Development established an interested parties registry and, on April 3, 2002, published in a newspaper of general circulation within the City a notice that interested persons may register in order to receive information on the proposed designation of the Area or the approval of the Plan; and 10/2/2002 REPORTS OF COMMITTEES 94205

WHEREAS, The Plan (including the related eligibility report included therein and, ifapplicable, the feasibility study and the housing impact study) was made available for public inspection and review pursuant to Section 5/1 l-74.4-5(a) ofthe Act since May 31, 2002, being a date not less than ten (10) days before the meeting of the Community Development Commission of the City ("Commission") at which the Commission adopted Resolution 02-CDC-51 on June 11, 2002 fixing the time and place for a public hearing ("Hearing"), at the offices ofthe City Clerk and the City's Department of Planning and Development; and

WHEREAS, Pursuant to Section 5/1 l-74.4-5(a) ofthe Act, notice ofthe availabiUty of the Plan (including the related eligibility report included therein aiid, if applicable, the feasibility study and the housing impact study) was sent by mail on June 13, 2002, which is within a reasonable time after the adoption by the Coinmission of Resolution 02-CDC-51 to: (a) all residential addresses that, after a good faith effort, were determined to be (i) located within the Area and (ii) outside the Area and located within seven hundred fifty (750) feet of the boundaries of the Area (or, if applicable, were determined to be the seven hundred fifty (750) residential addresses that were outside the Area and closest to the boundaries of the Area); and (b) organizations and residents that were registered interested parties for such Area; and

WHEREAS, Due notice ofthe Hearing was given pursuant to Section 5/11-74.4-6 of the Act, said notice being given to all taxing districts having property within the Area and to the Department of Commerce and Community Affairs of the State of Illinois by certified mail on June 21, 2002, by publication in the Chicago Sun-Times or Chicago Tribune on July 16, 2002 and July 23, 2002, and by certified mail to taxpayers within the Area on July 16, 2002; and

WHEREAS, A meeting of the joint review board established pursuant to Section 5/1 l-74.4-5(b) ofthe Act (the "Board") was convened upon the provision of due notice on July 12, 2002 at 10:00 A.M., to review the matters properly coming before the Board and to allow it to provide its advisory recommendation regarding the approval of the Plan, designation of the Area as a redevelopment project area pursuant to the Act and adoption of Tax Increment Allocation Financing within the Area, and other matters, if any, properly before it; and

WHEREAS, Pursuant to Sections 5/11-74.4-4 and 5/11-74.4-5 ofthe Act, the Commission held the Hearing concerning approval of the Plan, designation of the Area as a redevelopment project area pursuant to the Act and adoption of Tax Increment Allocation Financing within the Area pursuant to the Act on August 13, 2002; and 94206 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

WHEREAS, The Commission has forwarded to the Citjr Council a copy of its Resolution 02-CDC-65 attached hereto as Exhibit B, adopted on August 13, 2002, recommending to the City Council approval of the Plan, among other related matters; and

WHEREAS, The Corporate Authorities have reviewed the Plan (including the related eligibility report included therein and, ifapplicable, the feasibility study and the housing impact study), testimony from the public meeting and the Hearing, if any, the recommendation of the Board, if any, the recommendation of the Commission and such other matters or studies as the Corporate Authorities have deemed necessary or appropriate to make the findings set forth herein, and are generally informed ofthe conditions existing in the Area; now, therefore.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Recitals. The above recitals are incorporated herein and made a part hereof.

SECTION 2. The Area. The Area is legally described in Exhibit C attached hereto and incorporated herein. The street location (as near as practicable) for the Area is described in Exhibit D attached hereto and incorporated herein. The map of the Area is depicted on Exhibit E attached hereto and incorporated herein.

SECTION 3. Findings. The Corporate Authorities hereby make the followdng findings as required pursuant to Section 5/1 l-74.4-3(n) of the Act:

a. the Area on the whole has not been subject to growth and development through investment by private enterprise and would not reasonably be expected to be developed without the adoption of the Plan;

b. the Plan:

(i) conforms to the comprehensive plan for the development of the City as a whole; or

(ii) either (A) conforms to the strategic economic development or redevelopment plan issued by the Chicago Plan Commission or (B) includes land uses that have been approved by the Chicago Plan Commission;

redevelopment project costs is not later than December 31 ofthe year in which the pajonent to the municipal treasurer as provided in subsection (b) of Section 11-74.4-8 ofthe Act is to be made wdth respect to ad valorem taxes levied in the twenty-third (23'^'') calendar year after the year in which the ordinance approving the redevelopment project area is adopted, and, as required pursuant to Section 5/11-74.4-7 of the Act, no such obligation shall have a maturity date greater than twenty (20) years;

d. the Plan will not result in displacement of residents from inhabited units.

SECTION 4. Approval Of The Plan. The City hereby approves the Plan pursuant to Section 5/ 11-74.4-4 ofthe Act.

SECTION 5. Powers Of Eminent Domain. In compliance with Section 5/11-74.4-4(c) of the Act and with the Plan, the Corporation Counsel is authorized to negotiate for the acquisition by the City of parcels contained within the Area. In the event the Corporation Counsel is unable to acquire any of said parcels through negotiation, the Corporation Counsel is authorized to institute eminent domain proceedings to acquire such parcels. Nothing herein shall be in derogation of any proper authority.

SECTION 6. Invalidity Of Any Section. If any provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions ofthis ordinance.

SECTION 7. Superseder. All ordinances, resolutions, motions or orders in conflict with this ordinance are hereby repealed to the extent of such conflict.

SECTION 8. Effective Date. This ordinance shall be in fuU force and effect immediately upon its passage.

[Exhibit "E" referred to in this ordinance printed on page 94259 of this Journal.]

Exhibits "A", "B", "C" and "D" referred to in this ordinance read as follows: 94208 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

ExhibU "A". (To Ordinance)

67^/Cicero Redevelopment Project Area Tax Increment Financing District Eligibility Study, Redevelopment Plan And Project

May 31, 2002.

Executive Summary.

In December of 2001, S. B. Friedman 86 Company was engaged to conduct a tax increment financing eligibility study and prepare a redevelopment plan and Project (the "Eligibility Study and Redevelopment Plan"). This report details the eligibility factors found within a defined portion ofland at the southeast corner of 67"" Street and Cicero Avenue, in the City of Chicago (the "Study Area") in support of its designation as a "blighted area" within the definitions set forth in the Illinois Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1, etseq., as amended (the "Act"), and thus in support ofits designation as the 67'''/Cicero Redevelopment Project Area Tax Increment Financing District (the "67'^/Cicero R.P.A." or "R.P.A."). This report also contains the Redevelopment Plan and Project for the 67'^/Cicero R.P.A.

The 67'''/Cicero R.P.A. consists ofa single tax parcel ofvacant land located wdthin the West Lawn Community Area at the southeast corner of 67'*' Street and Cicero Avenue. The R.P.A. is located wholly within the City of Chicago and borders the municipality of Bedford Park on the west.

Determination Of Eligibility.

This report concludes that the 67"*/Cicero R.P.A. is eligible for tax increment financing ("T.I.F.") designation as a "blighted area" because the foUowing three (3) eligibility factors for vacant land have been found to be present to a meaningful extent and reasonably distributed throughout the R.P.A.: 10/2/2002 REPORTS OF COMMITTEES 94209

obsolete platting;

adjacent deterioration; and

lack of growth in equalized assessed value.

Eligibility Study And Redevelopment Plan Goal, Objectives And Strategies.

The overall goal ofthe T.I.F. Eligibility Study and Redevelopment Plan is to reduce or eliminate the conditions that qualify the 67*/Cicero R.P.A. as a blighted area and to provide the direction and mechanisms necessary to support both public and, private development and improvements in the R.P.A.. Development ofthe R.P.A. will improve the local housing stock; improve the relationship between the area's diverse land uses; improve access to public resources; and attract private redevelopment. This goal is to be achieved through an integrated and comprehensive strategy that leverages public resources to stimulate additional private investment.

Objectives. Eleven (11) broad objectives support the overall goal of area-wide revitalization ofthe 67*/Cicero R.P.A.. These include:

1. facilitate the assembly, preparation and marketing of vacant, underutilized land within the R.P.A. for residential development;

2. promote new residential development that accommodates a diverse economic mix of residents, particularly senior citizens, including the opportunity for the development of new affordable housing by providing assistance to qualified developers;

3. create a physical environment which is conducive to the development of new housing through the provision ofpublic infrastructure where needed, including underground water and sanitary systems, sidewalks and stieets;

4. increase the taxable value of the vacant land within the R.P.A. that is not affiliated with the existing baseball diamonds;

5. provide adequate on- and off-street parking for visitors, employees and patrons ofthe R.P.A.;

6. create an environment for recreational and other institutional facilities where needed and in accordance wdth the Eligibility Study and Redevelopment Plan by providing enhancement opportunities for new and existing public facilities and institutions, such as the existing baseball diamonds and surrounding surface parking uses; 94210 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

7. promote new open space uses on any available vacant land east ofthe existing baseball diamonds;

8. encourage pedestrian-friendly uses and design strategies that include, but are not limited to, the following: facilitate safe pedestrian movement across wide arterial streets with pedestrian amenities; widen narrow sidewalks; and create visual interest and safer pedestrian environments with streetscaping, landscaping, lighting and buffering;

9. provide opportunities for women-owned, minority-owned and locally owned businesses to share in the job and construction opportunities associated with the redevelopment ofthe 67'''/Cicero R.P.A.;

10. support job training prograins and increase emplojonent opportunities for area residents; and

11. promote new development on any public uses that become inactive and not used during the life of the R.P.A.

Strategies. These objectives will be implemented through four (4) specific and integrated strategies. These include:

1. Develop Vacant And Undemtilized Sites. The redevelopment of vacant, underutilized sites within the 67'''/Cicero R.P.A. is expected to stimulate private investment and enhance the R.P.A.. Development of vacant, underutilized sites is anticipated to have a positive impact on other properties beyond the individual project sites.

2. Facilitate Property Assembly, Demolition And Site Preparation. Specific sites may be acquired and assembled by the City to attract future private investment and development. The consolidated ownership of these sites will make them easier to market to potential developers and will streamline the redevelopment process. In addition, financial assistance may be provided to private developers seeking to acquire land and assemble and prepare sites to undertake projects supportive of this Eligibility Study and Redevelopment Plan.

improvements and environmental remediation, where appropriate. Furthermore, the City may require written redevelopment agreements with developers before acquiring any properties. As appropriate, the City may devote acquired property to temporary uses until such property is scheduled for disposition and development.

In connection with the City exercising its powers to acquire real property, including the exercise of the power of eminent domain, under the Act in implementing this Eligibility Study and Redevelopment Plan, the City will follow its customary procedures of having each such acquisition recommended by the Community Development Commission (or any successor commission) and authorized by the City Council of the City. Acquisition of such real property as may be authorized by the City Council does not constitute a change in the nature of this Eligibility Study and Redevelopment Plan. Relocation assistance may be provided to facilitate redevelopment of portions ofthe R.P.A., and to meet other City objectives. Businesses or households legally occupying properties to be acquired by the City may be provided with relocation advisory and/or financial assistance as determined by the City.

3. Encourage Private Sector Activities And Support New Development. Through the creation and support of public-private partnerships, or through written agreements, the City may provide financial and other assistance to encourage the private sector, including local property owners and businesses, to undertake rehabilitation and redevelopment projects and other improvements that are consistent with the goals of this Eligibility Study and Redevelopment Plan.

The City requires that developers who receive T.I.F. assistance for market- rate housing set aside twenty percent (20%) of the units to meet affordability criteria established by the City's Department of Housing or any successor agency. Generally, this means that affordable for-sale housing units should be priced at a level that is affordable to persons earning no more than one hundred twenty percent (120%) of the area median income, and affordable rental units should be affordable to persons earning no more than eighty percent (80%) of the area median income. T.I.F. funds can also be used to pay for up to fifty percent (50%) of the cost of construction or up to seventy-five percent (75%) of interest costs for new housing units to be occupied by low-income and very low- income households as defined in Section 3 of the Illinois Affordable • Housing Act.

A potential project is being proposed in the R.P.A.. This project may include a mixed-income housing development oriented towards senior citizens that would include a rental facility and separate for-sale townhomes/condominiums. The project would be located on the vacant 94212 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

land on the west end ofthe R.P.A.. The proposed project may include the participation of several City departments.

Implement Public Improvements. A series of public improvements throughout the 67'''/Cicero R.P.A. may be designed and implemented to help define and create an identity for the area, prepare sites for anticipated private investment, and create a more conducive environment for residential and institutional development. Public improvements which are implemented with T.I.F. assistance are intended to complement and not replace existing funding sources for public improvements in the R.P.A.

These improvements may include new streetscaping, street and sidewalk lighting, resurfacing ofexisting alleys, sidewalks and streets, improvement of underground water and sewer infrastructure, enhancement of parks and open space, and other public improvements consistent with the Eligibility Study and Redevelopment Plan. These public improvements may be completed pursuant to redevelopment agreements with private entities or intergovernmental agreements with other public entities, and may include the construction, rehabilitation, renovation or restoration of public improvements on one (1) or more parcels.

Required Findings.

The conditions required under the Act for the adoption ofthe Eligibility Study and Redevelopment Plan and Project are found to be present within the 67"^/Cicero R.P.A.

First, the R.P.A. has not been subject to growth and development through investment by private enterprise. There has been some use of a portion of the parcel as baseball fields, which has generated a public benefit, however, the majority ofthe land which comprises the R.P.A. has remained underutilized. The equalized assessed value ("E.A.V.", which is the value of property from which property taxes are based) in the 67"^/Cicero R.P.A. is zero (0), and therefore the R.P.A. does not contribute to the tax base.

Second, without the support ofpublic resources, the redevelopment objectives of the 67'''/Cicero R.P.A. will most likely not be realized. T.I.F. assistance may be used to fund land assembly, site preparation, infrastructure improvements, and improvements and expansions to public facilities. But for creation of the 67"^/Cicero R.P.A., these tj^es of projects are unlikely to occur without the benefits associated with the designation of the 67"^/Cicero R.P.A. as a tax increment financing district. 10/2/2002 REPORTS OF COMMITTEES 94213

Third, the 67'''/Cicero R.P.A. includes only the contiguous real property that is expected to substantially benefit from the proposed Eligibility Study and Redevelopment Plan improvements.

Finally, the proposed land uses described in this Eligibility Study and Redevelopment Plan must be approved by the Chicago Plan Commission prior to its adoption by the City Council. The redevelopment opportunities identified in earlier area planning initiatives will be substantially supported and their implementation facilitated through the creation ofthe Eligibility Study and Redevelopment Plan.

Introduction.

The Study Area.

This document serves as the Eligibility Study and Redevelopment Plan and Project for the 67'^/Cicero Redevelopment Project Area. The 67'''/Cicero R.P.A. is located within the West Lawn Community Area ofthe City ofChicago (the "City"), in Cook County (the "County"). In December 2001, S. B. Friedman 86 Company was engaged to conduct a study of certain properties in this neighborhood to determine whether the area containing these properties would qualify for status as a "blighted area" and/or "conservation area" under the Act.

The community context ofthe 67'''/Cicero R.P.A. is detailed on Map 1.

The R.P.A. consists of one (1) tax parcel on one (1) block and contains approximately eighteen (18) acres of land. The R.P.A. is roughly the shape of a quarter-circle and is generally bounded by Cicero Aveniae and the municipality of Bedford Park to the west, 67'''" Street to the north, and the Chicago Belt Railway railroad right-of-way to the south and east.

Map 2 details the boundary of the 67'''/Cicero R.P.A., which includes only the contiguous real property that is expected to substantiaUy benefit from the Eligibility Study and Redevelopment Plan improvements discussed herein. The boundaries encompass an area containing predominantly vacant land with minor public/institutional improvements such as the existing baseball diamonds that serve the surrounding neighborhood.

Appendix 1 contains the legal description ofthe 67'''/Cicero R.P.A. 94214 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

The Eligibility Study and Redevelopment Plan covers events and conditions that exist and that were detemiined to support the designation ofthe 67*/Cicero R.P.A. as a "blighted area" under the Act at the completion of our research on March 6, 2002 and not thereafter. These events or conditions include, without Umitation, governmental actions and additional developments. As a whole, the area suffers from a lack of growth and investment, and its development potential is hindered by obsolete platting and the deterioration of structures on adjacent parcels. Without a comprehensive approach to address these issues, the R.P.A. is not likely to benefit from future development opportunities. The Eligibility Study and Redevelopment Plan addresses these issues by providing the means to facilitate private development and for improvements to the area's infrastructure and public facilities. These improvements will benefit all ofthe property within the R.P.A.

This Eligibility Study, Redevelopment Plan and Project report summarizes the analysis and findings of S. B. Friedman 85 Company's work which, unless otherwise noted, is solely the responsibility of S. B. Friedman 86 Company. The City is entitled to rely on the findings and conclusions of the Eligibility Study and Redevelopment Plan in designating the 67'''/Cicero R.P.A. as a redevelopment project area under the Act. S. B. Friedman 86 Company has prepared this Eligibility Study and Redevelopment Plan with the understanding that the City would rely one (1) on the findings and conclusions of the Eligibility Study and Redevelopment Plan in proceeding with the designation ofthe Study Area as the 67'''/Cicero R.P.A. and the adoption and implementation ofthe Eligibility Study and Redevelopment Plan, and (2) on the fact that S. B. Friedman 86 Company has obtained the necessary information including, without limitation, information relating to the equalized assessed value of parcels comprising the 67'''/Cicero R.P.A. so that the Eligibility Study an Redevelopment Plan wdll comply with the Act and that the 67"^/Cicero R.P.A. can be designated as a redevelopment project area in compliance with the Act.

History Of Area"'.

The 67"*/Cicero R.P.A. is located within the West Lawn Community Area, on the southwest side of the City of Chicago. The community area is generally bounded by 59"* Street on the north and the Grand Tmnk 85 Western Railroad (GT86W RR) on the east. Irregular boundaries mark the remaining sides, where the community boundary runs along the Belt Railroad, south along Pulaski Road, and then picks up at 77"' Street, the western boundary travels along Cicero Avenue to 67"' Street where it travels east to continue north along the Belt Railroad.

(1) Information on the history of the West Lawn community area was derived from the Local Community Fact Book Chicago Metropolitan Area 1990, edited by the Chicago Fact Book Consortium (copyright 1995, Board ofTrustees ofthe University oflllinois) at pages 187 through 188. 10/2/2002 REPORTS OF COMMITTEES 94215

The West Lawoi Community Area takes its name from its southern neighbor, Chicago Lawn. After early developers subdivided apiece ofproperty west of Central Park Avenue between 59"^ Street and 67"' Street, the area west of the Grand Trunk Railroad tracks became known as "West Lawoi". Along with the rest ofthe Town of Lake, West Lawn became a part ofthe City ofChicago in 1889, but remained slow to develop due to marshy terrain. In 1902, streetcar lines were extended to Central Avenue to serve the growdng Clearing Industrial District to the northwest; access to transportation and this new development spuned limited growth in West Lawn.

Until World War II, West Lawoi remained a small neighborhood of immigrants and their children, most notably Germans, Lithuanians and Italians. By 1940, the housing stock in West Lawn consisted of predominantly single-family homes, with some two (2) flats but virtually no apartments. A district survey from that era indicated only two (2) buildings that contmned more than four (4) residences. As rows of homes gradually began to appear in the community, the area took on the characteristics of a working class in-city suburb. Industry also was slow to come to West Lawoi. Before the war, most residents shopped in the Chicago Lawn neighborhood to the east; after the war, this situation changed dramatically. A bomber engine plant that had been built on the corner of Cicero Avenue and 77"' Street was converted to produce the Tucker automobile. Today it is the site of Ford City Mall, the largest shopping center in the City of Chicago. The center remains a major anchor for the southwest side, and has undergone over Fifty Million Dollars ($50,000,000) in renovations and expansions since 1987. The area is also home to various industrial establishments, as well as the Great Lakes Region Federal Record Center, an army reserve base, the Ford City Apartments complex, and Daley City College.

Today, the West Lawn neighborhood is more accessible to Chicagoans, due to the creation ofthe Chicago Transit Authority's Orange Line in 1993, which serves the southwest side of the city. The tracks, which end at Midway Airport, are planned to extend a few miles to the Ford City Mall in the future. The community remains solidly working class; in 1989 (as reported by the 1990 Census), the median family income in West Lawn was Forty Thousand Dollars ($40,000), Ten Thousand Dollars ($10,000) more than that ofthe City as a whole. Additionally, the rate of residence ownership was twice as high as the city as a whole, and the median value of owner- occupied homes is the same as the City overall at Seventy-seven Thousand Six Hundred Dollars ($77,600).

Existing Land-Use.

Based upon S. B. Friedman 86 Company's research, two (2) land uses have been identified within the 67"'/Cicero R.P.A: 94216 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

vacant land; and

park/open space.

The existing land-use pattern in the 67^/Cicero R.P.A. is shown in Map 3. The predominant land-use within the area is vacant land. A portion of the land in the R.P.A. owned by the Chicago Park District and dedicated as Park Number 484 has been improved as baseball diamonds with ancillary non-permanent stmctures such as trailers and fencing. Residential neighborhoods are the predominant land-use to the north and east ofthe R.P.A.. Commercial and industrial uses predominate to the west and south ofthe R.P.A.

Vacant Land.

Vacant and underutilized land which has never been developed comprises about two-thirds (%) ofthe total area ofthe R.P.A.

Parks/Open Space.

Approximately one-third (Va) of the R.P.A. is being utilized by the presence of baseball diamonds on land owned by the Chicago Park District, Chicago Park Number 484. These baseball diamonds are surrounded on the west, south, and east by vacant land.

EligibUity Analysis.

Provisions Of The Illinois Tax Increment Allocation Redevelopment Act.

Based upon the conditions found within the 67"'/Cicero R.P.A. at the completion of S. B. Friedman 86 Company's research, it has been determined that the 67"'/Cicero R.P.A. meets the eligibility requirements ofthe Act as a blighted area. The following outlines the provisions of the Act to establish eligibility.

Under the Act, two (2) primary avenues exist to establish eligibility for an area to permit the use oftax increment financing for area redevelopment: declaring an area as a "blighted area" and/or a "conservation area" 10/2/2002 REPORTS OF COMMITTEES 94217

"Blighted areas" are those improved or vacant areas wdth blighting influences that are impacting the public safety, health, morals or welfare ofthe community, and are substantially impairing the growth ofthe tax base in the area. "Conservation areas" are those improved areas which are deteriorating and declining and soon may become blighted if the deterioration is not abated.

The statutoiy provisions of the Act specify how a district can be designated as a "conservation" and/or "blighted area" district based upon an evidentiary finding of certain eligibility factors listed in the Act. The eligibility factors for each designation are identical for improved property. A separate set of factors exists for the designation of vacant land as a "blighted area". There is no provision for designating vacant land as a conservation area.

Factors For Improved Property.

For improved property to constitute a "blighted area", a combination of five (5) or more of the foUowdng thirteen (13) eUgibility factors listed at 65 ILCS 5/11-74.4-3 (a) and (b) must meaningfully exist and be reasonably distributed throughout the R.P.A.. "Conservation Eireas" must have a minimum of fifty percent (50%) of the total structures within the area aged thirty-five (35) years or older, plus a combination of three (3) or more of these eligibility factors which are detrimental to the public safety, health, morals or welfare and which could result in such an area becoming a blighted area.

Dilapidation. An advanced state of disrepair or neglect of necessary repairs to the primary structural components of buildings or improvements in such a combination that a documented building condition analysis determines that major repair is required or the defects are so serious and so extensive that the buildings must be removed.

Obsolescence. The condition or process of falling into disuse. Structures have become ill-suited for the original use.

Deterioration. With respect to buildings, defects including, but not limited to, major defects in the secondary building components such as doors, windows, porches, gutters and downspouts, and fascia. With respect to surface improvements, that the condition of roadways, alleys, curbs, gutters, sidewalks, off- street parking and surface storage areas evidence deterioration including but not limited to, surface cracking, cmmbling, potholes, depressions, loose paving material and weeds protruding through paved surfaces.

Presence Of Structures Below Minimum Code Standards. All structures that do not meet the standards of zoning, subdivision, building, fire and other governmental codes applicable to property, but not including housing and property maintenance codes. 94218 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Illegal Use Of Individual Structures. The use of structures in violation of the applicable federal, state, or local laws, exclusive of those applicable to the presence of structures below minimum code standards.

Excessive Vacancies. The presence of buildings that are unoccupied or under utilized and that represent an adverse influence on the area because of the frequency, extent or duration ofthe vacancies.

Lack Of Ventilation, Light Or Sanitary Facilities. The absence of adequate ventilation for light or air circulation in spaces or rooms without windows or that require the removal of dust, odor, gas, smoke or other noxious airborne materials. Inadequate natural light and ventilation means the absence of skylights or vrindows for interior spaces or rooms and improper window sizes and amounts by room area to wdndow area ratios. Inadequate sanitaiy facilities refers to the absence or inadequacy of garbage storage and enclosure, bathroom facilities, hot water and kitchens, and structural inadequacies preventing ingress and egress to and from all rooms and units within a building.

Inadequate Utilities. Underground and overhead utilities such as storm sewers and storm drainage, sanitary sewers, water lines, and gas, telephone, and electrical services that are showoi to be inadequate. Inadequate utilities are those that are: (i) of insufficient capacity to serve the uses in the redevelopment project area, (ii) deteriorated, antiquated, obsolete or in disrepair or (iii) lacking within the redevelopment project area.

Excessive Land Coverage And Overcrowding Of Structures And Community Facilities. The over-intensive use of property and the crowding of buildings and accessory facilities onto a site. Examples of problem conditions warranting the designation of an area as one exhibiting excessive land coverage are: (i) the presence of buildings either improperly situated on parcels or located on parcels of inadequate size and shape in relation to present-day standards of development for health and safety and (ii) the presence of multiple buildings on a single parcel. For there to be a finding of excessive land coverage, these parcels must exhibit one (1) or more ofthe following conditions: insufficient provision for light and air within or around buildings, increased threat of spread of fire due to the close proximity of buildings, lack of adequate or proper access to a public right-of-way, lack of reasonably required off-street parking or inadequate provision for loading and service.

Deleterious Land-Use Or Layout. The existence of incompatible land-use relationships, buildings occupied by inappropriate mixed-uses or uses considered to be noxious, offensive or unsuitable for the surrounding area. 10/2/2002 REPORTS OF COMMITTEES 94219

Environmental Clean-Up. The proposed redevelopment project area has incuned Illinois Environmental Protection Agency or United States Environmental Protection Agency remediation costs for, or a study conducted by an independent consultant recognized as having expertise in enrironmental remediation has determined a need for, the clean-up of hazardous waste, hazardous substances or underground storage tanks required by state or federal law, provided that the remediation costs constitute a material impediment to the development or redevelopment of the redevelopment project area.

Lack Of Community Planning. The proposed redevelopment project area was developed prior to or without the benefit or guidance of a community plan. This means that the development occurred prior to the adoption by the municipality of a comprehensive or other community plan or that the plan was not followed at the time of the area's development. This factor must be documented by evidence of adverse or incompatible land-use relationships, inadequate street lay-out, improper subdivision, parcels of inadequate shape and size to meet contemporary development standards or other evidence demonstrating an absence of effective community planning.

Lack Of Growth In Equalized Assessed Value. The total equalized assessed value of the proposed redevelopment project area has declined for three (3) of the last five (5) calendar years prior to the year in which the redevelopment project area is designated or is increasing at an annual rate that is less than the balance of the municipality for three (3) of the last five (5) calendar years for which information is available or is increasing at an annual rate that is less than the Consumer Price Index for All Urban Consumers published by the United States Department of Labor or successor agency for three (3) of the last five (5) calendar years prior to the year in which the redevelopment project area is designated.

Factors For Vacant Land.

Under the provisions of the "blighted area" section of the Act, for vacant land to constitute a"blighted area", a combination of two (2) or more ofthe following six (6) factors must be identified as being present to a meaningful extent and reasonably distributed which act in combination to impact the sound growth in tax base for the proposed district.

Obsolete Platting Of Vacant Land. Parcels of limited or narrow size or configurations of parcels of inegular size or shape that would be difficult to develop on a planned basis and in a manner compatible with contemporary standards and requirements or platting that failed to create rights-of-ways for streets or alleys or that created inadequate right-of-way widths for streets, alleys or other public rights- of-way or that omitted easements for public utilities. 94220 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Diversity Of Ownership. Diversity of ownership is when adjacent properties are owned by multiple parties. When diversity of ownership of parcels ofvacant land is sufficient in number to retard or impede the ability to assemble the land for development, this factor applies.

Tax And Special Assessment Delinquencies. Tax and special assessment delinquencies exist or the property has been the subject of tax sales under the Property Tax Code within the last five (5) years.

Deterioration Of Structures Or Site Improvements In Neighboring Areas Adjacent To The Vacant Land. Evidence of structural deterioration and area disinvestment in blocks adjacent to the vacant land may substantiate why new development had not previously occurred on the vacant parcels.

Environmental Clean-Up. The area has incurred Illinois Environmental Protection Agency or United States Environmental Protection Agency remediation costs for, or a study conducted by an independent consultant recognized as haring expertise in environmental remediation has determined a need for, the clean-up of hazardous waste, hazardous substances or underground storage tanks required by state or federal law, provided that the remediation costs constitute a material impediment to the development or redevelopment ofthe redevelopment project area.

Lack Of Growth In Equalized Assessed Value. The total equalized assessed value of the proposed redevelopment project area has declined for three (3) of the last five (5) calendar years prior to the year in which the redevelopment project area is designated or is increasing at an annual rate that is less than the balance of the municipality for three (3) of the last five (5) calendar years for which information is available or is increasing at an annual rate that is less than the Consumer Price Index for All Urban Consumers published by the United States Department of Labor or successor agency for three (3) of the five (5) calendar years prior to the year in which the redevelopment project area is designated.

Additionally, under the "blighted area" section of the Act, eligibility may be established for those vacant areas that would have qualified as a blighted area immediately prior to becoming vacant. Under this test for establishing eligibility, building records may be reviewed to determine that a combination of five (5) or more of the thirteen (13) "blighted area" eligibility factors for improved property listed above were present immediately prior to demolition ofthe area's structures.

The vacant "blighted area" section includes six (6) other tests for establishing eligibility, but none of these is relevant to the conditions within the 67*/Cicero R.P.A. 10/2/2002 REPORTS OF COMMITTEES 94221

Methodology Ovendew And Determination Of Eligibility.

Analysis of eligibility factors was done through research involving an extensive field survey ofali property both within and adjoining the 67^/Cicero R.P.A., as well as a review ofbuilding and property records. Property records include building code violation citations, building permit data and assessor information. Our survey of the area established that there are no primary stmctures within the 67"'/Cicero R.P.A.

The 67^/Cicero R.P.A. contains predominantly vacant land. The property was examined for qualification factors consistent with the "blighted area" requirements of the Act for vacant land. Based upon these criteria, the property within the 67*/Cicero R.P.A. qualifies for designation as a T.I.F. Redevelopment Project Area as a "blighted area" as defined by the Act.

To arrive at this designation, S. B. Friedman 86 Company documented the existence ofthe qualifying eligibility factors present in the R.P.A. and confirmed that these factors applied to the entire R.P.A. and not just a portion of it. The buildings and site improvements adjacent to the R.P.A. were surveyed for evidence of stmctural deterioration and disinvestment. This information was then tabulated and graphically plotted on a structure-base map of the 67*/Cicero R.P.A. and surrounding area to establish the presence and distribution of adjacent deterioration as an eligibility factor.

While it may be concluded under the Act that the mere presence ofthe minimum number ofthe stated factors may be sufficient to make a finding ofthe R.P.A. as a blighted area, this evaluation was made on the basis that the blighted area factors must be present to an extent that indicates that public intervention is appropriate or necessary. Secondly, the blighted area factors must be reasonably distributed throughout the R.P.A. so that non-qualifying areas are not arbitrarily included in the R.P.A. simply because of proximity to areas that qualify as a blighted area.

Blighted Area Findings.

As required by the Act, for vacant land to constitute a "blighted area", at least two (2) eligibility factors must be found present to a meaningful extent and reasonably distributed the 67*/Cicero R.P.A.

Our research has revealed that the following three (3) factors are present to a meaningful extent and are reasonably distributed throughout the R.P.A.: 94222 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

obsolete platting;

adjacent deterioration; and

lack of growth in equalized assessed value.

Based on the presence of these factors, the R.P.A. meets the requirements of a "blighted area" under the Act.

As a whole, the area suffers from platting which failed to create adequate rights-of way for streets and alleys, and the adverse impact of deterioration of adjacent buildings and site improvements which illustrates the level of physical deficiencies surrounding the 67"*/Cicero R.P.A.. Finally, the total equalized assessed value (E.A.V.) of the R.P.A. is zero (0) and has had no growth in the last five (5) years. Some of the land is used for public purpose, however the majority of the land is vacant and does not benefit the public or contribute to the City's tax base.

Map 4 illustrates that these eligibility factors are present and reasonably distributed throughout the R.P.A.. The following sections summarize our field research as it pertains to each of the identified eligibility factors found wdthin the 67*/Cicero R.P.A.

1. Obsolete Platting.

The R.P.A. consists ofa single tax parcel ofan irregular shape which essentially was created as an orphaned parcel of land resulting from two (2) man-made barriers, an east/west to north/south bend in the adjacent Railroad, and the elevation and associated embankment of Cicero Avenue. Thus, potential access to the land from public rights-of-way is severely limited and potential land uses and redevelopment opportunities are restricted. Despite the existence of two (2) owners this parcel has never been subdivided, nor has there been platting for rights-of-way for streets or alleys or easements for public utilities, possibly because ofthe limitations to create rights-of-way that result from the barriers to the west, south and east.

Obsolete platting has been an impediment to significant development, either public or private, and limits the opportunities for development.

2. Deterioration Of Stmctures Or Site Improvements In Neighboring Areas Adjacent To The Vacant Land.

Approximately seventy-four percent (74%) ofthe perimeter ofthe R.P.A. consists of parcels which contain either deteriorating structures or deteriorating site 10/2/2002 REPORTS OF COMMITTEES 94223

improvements. Catalogued deterioration included collapsed or missing gutters and down spouts, cracked, broken or missing windows, evidence of roof leaks, building foundation problems, and cracked exterior wall surfaces. These are conditions not readily correctable through normal maintenance. There are three (3) recently created existing T.I.F. districts which abut the 67*/Cicero R.P.A., indicating that there has been a significant lack of growth and investment in neighboring areas adjacent to the R.P.A.

3. Lack Of Growth In Equalized Assessed Value.

A lack of growth in E.A.V. has been found for the R.P.A. in that the rate of growd;h of E.A.V. for the R.P.A. has been less than that ofthe balance ofthe City ofChicago for five (5) out ofthe last five (5) years for which information is available (1995 through 2000). The R.P.A. has been entirely tax-exempt and therefore has no E.A.V.. While a portion of the R.P.A. serves as a park and provides public benefit, the majority ofthe R.P.A. does not contribute to the public benefit or the municipal tax base.

Table 1.

Percent Change In Annual Equalized Assessed Valuation (E.A.V.).

Percent Percent Percent Percent Percent Change In Change In Change In Change In Change In E.A.V. E.A.V. E.A.V. E.A.V. E.A.V. 1995/1996 1996/1997 1997/1998 1998/1999 1999/2000

67'V Cicero R.P.A. 0.00% 0.00% 0.00% 0.00% 0.00%

City of Chicago (balance of) 1.26% 8.40% 1.77% 4.17% 14.50%

The percent change in E.A.V. ofthe R.P.A. was lower than that ofthe balance ofthe City ofChicago for five (5) of the last five (5) years. Therefore, the R.P.A. as a whole qualifies for the Lack of Growth in E.A.V. factor. 94224 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Redevelopment Project And Plan.

Redevelopment Needs Of The 67*/Cicero R.P.A.

The existing land-use pattern and physical conditions in the 67*/Cicero R.P.A. suggest five (5) redevelopment needs for the area:

1. property assembly, and site preparation;

2. infrastructure improvements, streetscaping, and buffering/screening between land uses;

3. resources for residential development;

4. improvement and expansion ofpublic facilities and other supportive land uses; and

5. job training.

The Eligibility Study and Redevelopment Plan identifies the tools that the City will use to guide redevelopment in the 67* /Cicero R.P.A. to create and sustain a strong residential community that is part of the neighborhood fabric while continuing to provide park/open space land that serves the surrounding community.

The goals, objectives, and strategies discussed below have been developed to address these needs and to facilitate the sustainable redevelopment of the 67*/Cicero R.P.A. The proposed public improvements outlined in the Eligibility Study and Redevelopment Plan will help to create an environment conducive to private investment and redevelopment within the 67*/Cicero R.P.A. To support specific projects and encourage future investment in the R.P.A., public resources, including tax increment financing, may be used to: facilitate property assembly; demolition; site preparation; improve or repair R.P.A. infrastmcture; provide streetscaping, landscaping, and screening elements between land uses; develop residential buildings and/or units; build, and/or expand existing public facilities; and provide job training. In addition, tax increment financing may be used to subsidize developer interest costs related to redevelopment projects.

Goals, Objectives And Strategies.

Goals, objectives and strategies are designed to address the needs of the 10/2/2002 REPORTS OF COMMITTEES 94225

community from the overall framework of the Eligibility Study and Redevelopment Plan for the use of anticipated tax increment funds generated within the 67* /Cicero R.P.A.

Goal. The overall goal ofthe T.I.F. Eligibility Study and Redevelopment Plan is to reduce or eliminate the conditions that qualify the 67*/Cicero R.P.A. as a blighted area and to provide the direction and mechanisms necessaiy to support both public and private development and improvements in the R.P.A.. Development ofthe R.P.A. will replace the vacant land at the western end of the R.P.A. with new residential uses; improve the relationship between the area's diverse land uses; and improve the existing public uses and access to these public resources. This goal is to be achieved through an integrated and comprehensive strategy that leverages public resources to stimulate additional private investment.

Objectives. Eleven (11) broad objectives support the overall goal of area-wide revitalization ofthe 67*/Cicero R.P.A.. These include:

1. facilitate the assembly, preparation and marketing ofvacant, underutilized land within the R.P.A. for residential development;

4. increase the taxable value ofthe vacant land within the R.P.A., that is not affiliated with the existing baseball diamond;

5. provide adequate on- and off-street parking for visitors, employees and patrons ofthe R.P.A.;

6. create an environment for recreational, and other institutional facilities where needed and in accordance with the Eligibility Study and Redevelopment Plan by providing enhancement opportunities for new and existing public facilities and institutions, such as the existing baseball diamonds and surrounding surface parking uses;

7. promote new open space uses on any available vacant land east of the existing baseball diamonds;

8. encourage pedestrian-friendly uses and design strategies that include, but are not limited to, the following: facilitate safe pedestrian movement 94226 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

across wdde arterial streets with pedestrian amenities; widen narrow sidewalks; and create risual interest and safer pedestrian environments with streetscaping, landscaping, lighting and buffering;

9. provide opportunities for women-owned, minority-owned, and locally owned businesses to share in the job and construction opportunities associated wdth the redevelopment ofthe 67*/Cicero R.P.A.;

10. support j ob training programs and increase emplojonent opportunities for area residents; and

11. promote new development on any public uses that become inactive and not used during the life of the R.P.A.

Strategies. These objectives will be implemented through four (4) specific and integrated strategies. These include:

1. Develop Vacant And Underutilized Sites. The redevelopment of vacant and underutilized sites within the 67*/Cicero R.P.A. is expected to stimulate private investment and enhance the R.P.A.. Development of vacant and underutilized sites is anticipated to have a positive impact on other properties beyond the individual project sites.

2. Facilitate Property Assembly, Demolition And Site Preparation. Specific sites may be acquired and assembled by the City to attract future private investment and development. The consolidated ownership of these sites will make them easier to market to potential developers and will streamline the redevelopment process. In addition, financial assistance may be provided to private developers seeking to acquire land and assemble sites to undertake projects supportive of this Eligibility Study and Redevelopment Plan.

To meet the goals, policies or objectives of this Eligibility Study and Redevelopment Plan, the City may acquire and assemble other property throughout the R.P.A.. Land assemblage by the City may be done by purchase, exchange, donation, lease, eminent domain, or through the Tax Reactivation Program and may be for the purposes of (a) sale, lease, or conveyance to private developers, or (b) sale, lease, conveyance or dedication for the constmction of public improvements or facilities; Site preparation may include such preparatory work as demolition of existing improvements and environmental remediation, where appropriate. Furthermore, the City may require written redevelopment agreements with developers before acquiring any properties. As appropriate, the City may devote acquired property to temporary uses until such property is scheduled for disposition and development. 10/2/2002 REPORTS OF COMMITTEES 94227

In connection with the City exercising its powers to acquire real property, including the exercise of the power of eminent domain, under the Act in implementing this Eligibility Study and Redevelopment Plan, the City will follow its customary procedures of having each such acquisition recommended by the Community Development Commission (or any successor commission) and authorized by the City Council of the City. Acquisition ofsuch real property as may be authorized by the City Council does not constitute a change in the nature of this Eligibility Study and Redevelopment Plan. Relocation assistance, if any, may be provided to facilitate redevelopment of portions ofthe R.P.A., and to meet other City objectives. Businesses or households legally occupjdng properties to be acquired by the City may be provided with relocation advisoiy and/or financial assistance as determined by the City.

3. Encourage Private Sector Activities And Support New Development. Through the creation and support of public-private partnerships, or through written agreements, the City may provide financial and other assistance to encourage the private sector, including local property owners and businesses, and to undertake rehabilitation and redevelopment projects and other improvements that are consistent wdth the goals ofthis Eligibility Study and Redevelopment Plan.

The City requires that developers who receive T.I.F assistance for market- rate housing set aside twenty percent (20%) of the units to meet affordability criteria established by the City's Department of Housing or any successor agency. Generally, this means that affordable for-sale housing units should be priced at a level that is affordable to persons earning no more than one hundred twenty percent (120%) of the area median income, and affordable rental units should be affordable to persons eaming no more than eighty percent (80%) of the area median income. T.I.F. funds can also be used to pay for up to fifty percent (50%) of the cost of construction or up to seventy-five percent (75%) of interest costs for new housing units to be occupied by low-income and very low- income households as defined in Section 3 of the Illinois Affordable Housing Act.

4. Implement Public Improvements. A series of public improvements throughout the 67*/Cicero R.P.A. may be designed and implemented to help define and create an identity for the area, prepare sites for anticipated 94228 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

private investment, and create a more conducive environment for residential and institutional development. Public improvements which are implemented with T.I.F. assistance are intended to complement and not replace existing funding sources for public improvements in the R.P.A.

These improvements may include new streetscaping, street and sidewalk lighting, resurfacing ofexisting alleys, sidewalks and streets, improvement of underground water and sewer infrastructure, enhancement of parks and open space, and other public improvements consistent with the Eligibility Study and Redevelopment Plan. These public improvements may be completed pursuant to redevelopment agreements wdth private entities or intergovernmental agreements with other public entities, and may include the construction, rehabilitation, renovation or restoration of public improvements on one (1) or more parcels.

These activities are representative of the tj^es of projects contemplated to be undertaken during the life ofthe 67*/Cicero R.P.A.. Market forces are critical to the completion of these projects. Phasing of projects will depend on the interests and resources of both public and private sector parties. Not all projects will necessarily be undertaken. Further, additional projects may be identified throughout the life of the 67*/Cicero R.P.A.. To the extent that these projects meet the goals, objectives, and strategies ofthis Eligibility Study and Redevelopment Plan and the requirements ofthe Act and budget outlined in the next section, these projects may be considered for tax increment funding.

Proposed Future Land-Use.

The proposed future land-use ofthe 67*/Cicero R.P.A. reflects the objectives of the Eligibility Study and Redevelopment Plan, which are to support the improvement of the western portion of the R.P.A. as a residential community and to support other improvements that serve the redevelopment interests of the local community and the City. The proposed objectives are compatible with historic land- use patterns in the surrounding community and support cunent development trends in the area.

These proposed future land uses are detailed on Map 5. As noted on Map 5, the uses listed are to are to be predominant uses for the area indicated, and are not exclusive of any other uses.

Assessment Of Housing Impact.

As set forth in the Act, if the redevelopment plan for the redevelopment project area would result in the displacement of residents from ten (10) or more inhabited 10/2/2002 REPORTS OF COMMITTEES 94229

residential units, or ifthe redevelopment project area contains seventy-five (75) or more inhabited residential units and a municipality is unable to certify that no displacement will occur, the municipality must prepare a housing impact study and incorporate the study in the redevelopment project plan. The project area does not contain any residential units, inhabited or not. Therefore, the City does not intend to acquire or displace by any other means, any residential units within the R.P.A.. The City of Chicago hereby certifies that no displacement of residents will occur as a result of activities pursuant to this Redevelopment Plan.

Financial Plan.

Eligible Costs.

The Act outlines several categories of expenditures that can be funded using tax increment revenues. These expenditures, referred to as eligible redevelopment project costs, include all reasonable or necessary costs incurred or estimated to be incuned, and any such costs incidental to this plan pursuant to the Act. The City proposes to realize its goals and objectives of redevelopment through public finance techniques, including, but not limited to, tax increment financing, and by undertaking certain activities and incurring certain costs. The costs listed below are eligible costs under the Act pursuant to an amendment to the Act that became effective November 1, 1999. Such eligible costs may include, wdthout limitation, the following:

1. costs of studies, surveys, development of plans and specifications, implementation and administration of the Eligibility Study and Redevelopment Plan, including but not limited to, staff and professional service costs for architectural engineering, legal, marketing sites within the area to prospective businesses, developers, and investors, financial, planning or other services (excluding lobbjdng expenses), related hard and soft costs, and other related expenses; provided however, that no such charges for professional services may be based on a percentage of the tax increment collected;

2. property assembly costs, including but not limited to, acquisition ofland and other property, real or personal, or rights or interest therein, demolition of buildings, and clearing and grading ofland, site preparation, site improvements that serve as an engineered barrier addressing ground level or below ground environmental contamination, including, but not limited to parking lots and other concrete or asphalt barriers; 94230 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

3. costs of rehabilitation, reconstruction or repair or remodeling ofexisting public or private buildings or fixtures and leasehold improvements;

4. costs ofthe construction ofpublic works or improvements consistent with the Act, including the costs of replacing an existing public building if pursuant to the implementation of a redevelopment project, the existing public building is to be demolished to use the site for private investment or devoted to a different use requiring private investment;

5. costs of job training and retraining projects including the costs of "welfare to work" prograins implemented by businesses located wdthin the redevelopment project area and such proposals feature a community- based tiaining program which ensures maximuni reasonable opportunities for residents of the West Lawn community area wdth particular attention to the needs of those residents who have previously experienced inadequate employment opportunities and development of job-related skills including residents of public and other subsidized housing and people with disabilities;

6. finemcing costs, including but not limited to, all necessary and incidental expenses related to the issuance of obligations and which may include pajonent of interest on any obligations issued thereunder including interest accruing during the estimated period of constmction of any redevelopment project for which such obligations are issued and for a period not exceeding thirty-six (36) months following completion and including reasonable reserves related thereto;

7. all or a portion of a taxing district's capital costs resulting from the redevelopment project necessarily incurred or to be incurred within a taxing district in furtherance of the objectives of the Eligibility Study and Redevelopment Plan and project, to the extent the municipality by written agreement accepts and approves such costs;

8. an elementary, secondary or unit school district's increased costs attributable to assisted housing units will be reimbursed as provided in the Act;

9. relocation costs to the extent that a municipality determines that relocation costs shall be paid or is required to make payment of relocation costs by federal or state law, or under the Act;

10. payment in lieu of taxes as defined in the Act;

11. costs of job training, retraining, advanced vocational education or career education, including but not limited to, courses in occupational, semi- technical or technical fields leading directly to employment, incuned by 10/2/2002 REPORTS OF COMMITTEES 94231

one (l)or more taxing districts, provided that such costs (i) are related to the establishment and maintenance of additional job training, advanced vocational education or career education programs for persons employed or to be employed by employers located in the redevelopment project area; and (ii) when incuned by a taxing district or taxing districts other than the municipality, are set forth in a written agreement by or among the municipality and taxing district(s), which agreement describes the program to be undertaken, including but not limited to, the number of employees to be trained, a description ofthe training and services to be provided, the number and type of positions available or to be available, itemized costs ofthe program and sources of funds to pay for the same, and the term of the agreement. Such costs include, specifically, the pajonent by the community college district of costs pursuant to Sections 3-37, 3-38, 3-40 and 3-40.1 ofthe Public and Community College Act as cited in the Act and by the school districts of cost pursuant to Section 10-22.20a and 10-23.3a ofthe School Code as cited in the Act;

12. interest costs incurred by a developer related to the constmction, renovation or rehabilitation of a redevelopment project provided that:

a. such costs are to be paid directly from the special tax allocation fund established pursuant to the Act;

b. such payments in any one (1) year may not exceed thirty percent (30%) ofthe annual interest costs incurred by the redeveloper with regard to the development project during that year;

c. if there are not sufficient funds available in the special tax allocation fund to make the payment pursuant to this paragraph 12, then the amount so due shall accrue and be payable when sufficient funds are available in the special tax allocation fund;

d. the total of such interest pajonents paid pursuant to the Act may not exceed thirty percent (30%) of the total of (i) cost paid or incurred by the developer for the redevelopment project plus (ii) redevelopment project costs excluding any property assembly costs and any relocation costs incurred by a municipality pursuant to the Act;

e. up to seventy-five percent (75%) ofthe interest cost incurred by a redeveloper for the financing of rehabilitated or new housing units for low-income households and very low-income households, as defined in Section 3 of the Illinois Affordable Housing Act; and 94232 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

instead ofthe interest costs described above in paragraphs 12b., 12d. and 12e., a municipality may pay from tax incremental revenues up to fifty percent (50%) of the cost of construction, renovation, and rehabilitation of new housing units (for ownership or rental) to be occupied by low-income households and very low- income households, as defined in Section 3 of the Illinois Affordable Housing Act, as more fully described in the Act. If the units are part of a residential redevelopment project that includes units not affordable to low- and very low-income households, only the low- and very low-income units shall be eligible for this benefit under the Act;

13. the cost of day care services for children of employees from low-income families working for businesses located within the redevelopment project area and all or portion of the cost of operation of day care centers established by redevelopment project area businesses to serve employees from low-income families working in businesses located in the redevelopment project area. For the purposes of this paragraph, "low- income families" means families whose annual income does not exceed eighty percent (80%) of the City, county or regional median income as determined from time to time by the United States Department of Housing and Urban Development;

14. unless explicitly stated in the Act and as provided for in relation to low- and very low-income housing units, the cost of construction of new privately owned buildings shall not be an eligible redevelopment project cost.

If a special service area has been established pursuant to the Special Service Area Tax Act, 35 ILCS 235/0.01, et seq., then any tax increment revenues derived from the tax imposed pursuant to the Special Service Area Tax Act may be used within the redevelopment project area for the purposes pennitted by the Special Service Area Tax Act as well as the purposes permitted by the Act. Estimated Redevelopment Project Costs.

The estimated eligible costs that are deemed to be necessary to implement this Eligibility Study and Redevelopment Plan are showoi in Table 2. The total eligible cost provides an upper limit on expenditures that are to be funded using tax increment revenues, exclusive of capitalized interest, issuance costs, interest and other financing costs. Within this limit, adjustments may be made in line items without amendment to this Eligibility Study and Redevelopment Plan, to the extent permitted by the Act. Additional funding in the form of State, federal, county or local grants, private developers contributions and other outside sources may be pursued by the City as a means of financing improvements and facilities which are 10/2/2002 REPORTS OF COMMITTEES 94233

of benefit to the general community.

Table 2.

Estimated Redevelopment Project Costs.

Estimated Project Project Improvements Costs*

Professional Services $1,200,000

Property Assembly: including site preparation and environmental remediation 1,100,000

Rehabilitation Costs (Institutional and Residential) 5,000

Eligible Constmction Costs (Affordable Housing) 2,360,000

Relocation 5,000

Public Works or Improvements"' 225,000

Job Training ' 100,000

(1) This category also may include paying for or reimbursing (i) an elementary, secondary or unit school district's increased costs attributed to assisted housing units, and (ii) capital costs of taxing districts impacted by the redevelopment of the R.P.A..As permitted by the Act, to the extent the City by written agreement accepts and approves the same, the City may pay, or reimburse all, or a portion of a taxing district's capital costs resulting from a redevelopment project necessarily incurred or to be incurred within a taxing district in furtherance of the objectives of the Plan. 94234 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Estimated Project Project Improvements Costs^**

Interest Costs $3,600,000

Day Care 5,000

TOTAL REDEVELOPMENT COSTS '^i '2' <*' <5': $8,600,000

Adjustments to the estimated line item costs in Table 2 are expected and may be made by the City without amendment to the Eligibility Study and Redevelopment Plan. Each individual project cost will be re-evaluated in light of projected private development and resulting incremental tax revenues as it is considered for public financing under the provisions of the Act. The totals of line items set forth above are not intended to place a limit on the described expenditures. Adjustments may be made in line items within the total, either increasing or decreasing line item costs as a result of changed redevelopment costs and needs.

(2) All costs are in 2002 dollars and may be increased by the rate of inflation reflected in the Consumer Price Index (C.P.I.) for All Urban Consumers for All Items for the Chicago-Gary- Kenosha, IL-IN-W.I. C.M.S.A. published by the United States Department of Labor. In addition to the above stated costs, each issue of obligations issued to finance a phase of the Redevelopment Plan and Project may include an amount of proceeds sufficient to pay customary and reasonable charges associated with the issuance of such obligations, including interest costs.

(3) Total Redevelopment Project Costs exclude any additional financing costs, including any interest expense, capitalized interest and costs associated with optional redemptions. These costs are subject to prevailing market conditions and are in addition to Total Redevelopment Project Costs.

(4) The amount ofthe Total Redevelopment Project Costs that can be incurred in the R.P.A. will be reduced by the amount of redevelopment project costs incurred in contiguous R.P.A.s or those separated from the R.P.A. only by a public right-of-way, that are permitted under the Act to be paid, and are paid, from incremental property taxes generated in the R.P.A., but will not be reduced by the amount of redevelopment project costs incurred in the R.P.A. which are paid from incremental property taxes generated in contiguous R.P.A.s or those separated from the R.P.A. only by a public right-of-way.

(5) Increases in estimated Total Redevelopment Project Costs of more than five percent (5%), after adjustment for inflation from the date of the Plan adoption, are subject to the Plan amendment procedures as provided under the Act. 10/2/2002 REPORTS OF COMMITTEES 94235

In the event the Act is amended after the date of the approval of this Eligibility Study and Redevelopment Plan by the City Council of Chicago to (a) include new eligible redevelopment project costs, or (b) expand the scope or increase the ainount ofexisting eligible redevelopment project co.sts (such as, for example, by increasing the amount of incuned interest costs that may be paid under 65 ILCS 5/ 11-74.4- 3(q)(ll)), this Eligibility Study and Redevelopment Plan shall be deemed to incorporate such additional, expanded or increased eligible costs as eligible costs under the Eligibility Study and Redevelopment Plan, to the extent permitted by the Act. In the event of such amendment(s), the City may add any new eligible redevelopment project costs as a line item in Table 2, or otherwise adjust the line items in Table 2 without amendment to this Eligibility Study and Redevelopment Plan, to the extent permitted by the Act. In no instance, however, shall such additions or adjustments result in any increase in the total redevelopment project costs without a further amendment to this Eligibility Study and Redevelopment Plan.

Phasing And Scheduling Of The Redevelopment.

Each private project within the 67*/Cicero R.P.A. shall be governed by the terms of a written redevelopment agreement entered into by a designated developer and the City and approved by the City Council. Where tax increinent funds are used to. pay eligible redevelopment project costs, to the extent funds are available for such purposes, expenditures by the City shall be coordinated to coincide on a reasonable basis with the actual redevelopment expenditures ofthe developer(s). The Eligibility Study and Redevelopment Plan shall be completed, and all obligations issued to finance redevelopment costs shall be retired, no later than December 31^' ofthe year in which the payment to the City treasurer as provided in the Act is to be made with respect to ad valorem taxes levied in the twenty-third (23'^'') calendar year following the year in which the ordinance approving this redevelopment project area is adopted (by December 31, 2026, if the ordinances establishing the R.P.A. are adopted during 2002).

Sources Of Funds To Pay Costs.

Funds necessary to pay for redevelopment project costs and/or municipal obligations which may be issued or incurred to pay for such costs are to be derived principally from tax increment revenues and/or proceeds from municipal obligations which have as a repajonent source tax increment revenue. To secure the issuance of these obligations and the developer's performance of redevelopment agreement obligations, the City may require the utilization of guarantees, deposits, reserves, and/or other forms of security made available by private sector developers. The City may incur Redevelopment Project Costs which are paid from the funds of the City other than incremental taxes, and the City may then be reimbursed for such costs from incremental taxes. 94236 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

The tax increment revenue which will be used to fund tax increment obligations and eligible redevelopment project costs shall be the incremental real property tax revenues. Incremental real property tax revenue is attributable to the increase of the current equalized assessed valuation of each taxable lot, block, tract or parcel of real property in the redevelopment project area over and above the certified initial equalized assessed value of each such property. Without the use of such incremental revenues, the redevelopment project area is not likely to occur.

Other sources of funds which may be used to pay for development costs and associated obligations issued or incurred include land disposition proceeds, state and federal grants, investment income, private investor and financial institution funds, and other sources of funds and revenues as the municipality and developer from time to time may deem appropriate.

Additionally, the City may utilize revenues, other than State sales tax increment revenues, received under the Act from one redevelopment project area that is either contiguous to, or is separated only by a public right-of-way from, the redevelopment project area from which the revenues are received.

The 67*/Cicero R.P.A. is contiguous to the existing Greater Southwest Industrial Corridor (West) Redevelopment Project Area, the 63'^''/Pulaski Redevelopment Project Area, and the Archer/Central Redevelopment Project Area and may, in the future, be contiguous to, or be separated only by a public right-of-way from, other redevelopment areas created under the Act. The City may utilize net incremental property tax revenues received from the 67*/Cicero R.P.A. to pay eligible redevelopment project costs, or obligations issued to pay such costs, in other contiguous redevelopment project areas, or those separated only by a public right- of-way, and vice versa. The ainount of revenue from the 67*/Cicero R.P.A. made available to support such contiguous redevelopment project areas, or those separated only by a public right-of-way, when added to all amounts used to pay eligible Redevelopment Project Costs within the 67"' Cicero R.P.A., shall not at any time exceed the total Redevelopment Project Costs described in Table 2 of this Eligibility Study and Redevelopment Plan.

The 67*/Cicero R.P.A. may become contiguous to, or separated only by a public right-of-way from, other redevelopment project areas created under the Illinois Industrial Jobs Recovery Law, (65 ILCS 5/11-74.6-1, et seq.). If the City finds that the goals, objectives and financial success of such contiguous redevelopment project areas or those separated only by a public right-of-way are interdependent with those of the 67*/Cicero R.P.A., the City may determine that it is in the best interests of the City and in furtherance of the purposes of the Plan that net revenues from the 67*/Cicero R.P.A. be made available to support any such redevelopment project areas, and vice versa. The City, therefore, proposes to utilize net incremental revenues received from the 67*/Cicero R.P.A. to pay eligible redevelopment projects costs (which are eligible under the Industrial Jobs Recovery Law refened to above) in any such areas, and vice versa. Such revenues may be 10/2/2002 REPORTS OF COMMITTEES 94237

transferred or loaned between the 67*/Cicero R.P.A. and such areas. The amount of revenue from the 67*/Cicero R.P.A. so made available, when added to all amounts used to pay eligible Redevelopment Project Costs within the 67*/Cicero R.P.A. or other areas as described in the preceding paragraph, shall not at any time exceed the total Redevelopment Project Costs described in Table 2 ofthis Eligibility Study and Redevelopment Plan.

If necessary, the redevelopment plans for other contiguous redevelopment project areas that may be or already have been created under the Act may be drafted or amended as applicable to add appropriate and parallel language to allow for sharing of revenues between such districts.

Issuance Of Obligations.

To finance project costs,.the City may issue bonds or obligations secured by the anticipated tax increment revenue generated within the 67*/Cicero R.P.A., or such other bonds or obligations as the City may deem as appropriate. The City may require the utilization of guarantees, deposits or other forms of security made available by private sector developers to secure such obligations. In addition, the City may provide other legally permissible credit enhancements to any obligations issued pursuant to the Act.

All obligations issued by the City pursuant to this Eligibility Study and Redevelopment Plan and the Act shall be retired within the time frame described under "Phasing and Scheduling of the Redevelopment" above. Also, the final maturity date ofany such obligations which are issued may not be later than twenty (20) years from their respective dates of issue. One (1) or more of a series of obligations may be sold at one (1) or more times in order to implement this Eligibility Study and Redevelopment Plan. The amounts payable in any year as principal and interest on all obligations issued by the City shall not exceed the amounts available from tax increment revenues or other sources of funds, if any, as may be provided by ordinance. Obligations may be of parity or senior/junior lien nature. Obligations issued may be serial or term maturities, and may or may not be subject to mandatory, sinking fund or optional redemptions.

In addition to pajdng redevelopment project costs, tax increment revenues may be used for the scheduled and/or early retirement of obligations, mandatory or optional redemptions, and the establishment of debt service reserves and bond sinking funds. To the extent that real property tax increment is not required for such purposes or otherwise required, pledged, earmarked or otherwise designated for anticipated redevelopment costs, revenues shall be declared surplus and become available for distribution annually to taxing districts that have jurisdiction over the 67*/Cicero R.P.A. in the manner provided by the Act. 94238 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Most Recent Equalized Assessed Valuation Of Properties In The Redevelopment Project Area.

The purpose of identifjdng the most recent equalized assessed valuation ("E.A.V.") of the 67*/Cicero R.P.A. is to provide an estimate of the initial E.A.V. which the Cook County Clerk will certify for the purpose of annuaUy calculating the incremental E.A.V. and incremental property taxes ofthe 67*/Cicero R.P.A.. The single tax parcel which comprises the R.P.A. is tax-exempt and therefore the 2000 E.A.V. ofali taxable parcels in the 67*/Cicero R.P.A. is Zero Dollars ($0). This total E.A.V. amount by Permanent Index Number is summarized in Appendix 2. The E.A.V. is subject to verification by the Cook County Clerk. After verification, the final figure shall be certified by the Cook County Clerk, and shall become the Certified Initial E.A.V. from which all incremental property taxes ih the Redevelopment Project Area will be calculated by Cook County. Ifthe 2001 E.A.V. shall become available prior to the date of adoption of the Eligibility Study and Redevelopment Plan by the City Council, the City may update the Eligibility Study and Redevelopment Plan by replacing the 2000 E.A.V. with the 2001 E.A.V. without further City Council action.

Anticipated Equalized Assessed Valuation.

By 2025, the E.A.V. for the 67*/Cicero R.P.A. -vriU be approximately Seven Million Five Hundred Thousand Dollars ($7,500,000). This estimate is based on several key assumptions, including: 1) an inflation factor of two percent (2%) per year on the E.A.V. ofali properties within the 67*/Cicero R.P.A., with its cumulative impact occurring in each triennial reassessment year; 2) an equalization factor of 2.2235; and 3) a tax rate of 7.788% for the duration of the 67*/Cicero R.P.A.

Required Findings And Tests.

Lack Of Growth And Private Investment.

The City is required under the Act to evaluate whether or not the R.P.A. has been subject to growth and private investment and must substantiate a finding of lack of such investment prior to establishing a tax increment financing district. 10/2/2002 REPORTS OF COMMITTEES 94239

The R.P.A. has not been subject to growth and development through investment by private enterprise. There has been some use of a portion ofthe parcel as a park which has generated a public benefit, however, the majority of the land which comprises the R.P.A. has remained undemtilized. The equalized assessed value ("E.A.V.", which is the value ofproperty from which property taxes are based) in the 67*/Cicero R.P.A. is zero (0), and therefore the R.P.A. does not contribute to the tax base.

Finding: The Redevelopment Project Area (67*/Cicero R.P.A.) on the whole has not been subiect to growth and development through investment by private enterprise and would not reasonably be anticipated to be developed without the adoption of the Eligibility Study and Redevelopment Plan.

But For ....

The City is required to find that, but for the designation of the T.I.F. district and the use of tax increment financing, it is unlikely that significant investment will occur in the 67*/Cicero R.P.A.

Without the support of public resources, the redevelopment objectives of the 67*/Cicero R.P.A. will most likely not be realized. T.I.F. assistance may be used to fund land assembly, site preparation, infrastructure improvements, and improvements and expansions to public facilities. But for creation of the 67*/Cicero R.P.A., these types of projects are unlikely to occur without the benefits associated wdth the designation of the 67*/Cicero R.P.A. as a tax increment financing district.

Finding: But for the adoption of this Eligibility Study and Redevelopment Plan, critical resources will be lacking that would otherwise support the redevelopment of the 67*/Cicero R.P.A. and the 67*/Cicero R.P.A. would not reasonably be anticipated to be developed.

Conformance To The Plans Of The City.

The 67*/Cicero R.P.A. and EUgibiUty Study and Redevelopment Plan must conform to the comprehensive plan for the City, conform to the strategic economic development plans, or include land uses that have been approved by the Chicago Plan Commission. 94240 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

The proposed land uses described in this Eligibility Study and Redevelopment Plan must be approved by the Chicago Plan Commission prior to its adoption by the City Council.

Dates Of Completion.

The dates of completion ofthe project and retirement of obligations are described under "Phasing and Scheduling ofthe Redevelopment" in Section 5, above.

Financial Impact Of The Redevelopment Project.

As explained above, without the adoption of this Eligibility Study and Redevelopment Plan and tax increment financing, the 67*/Cicero R.P.A. is not expected to be redeveloped by private enterprise. While a portion ofthe land which comprises the R.P.A. is owoied by the Chicago Park District and provides benefit as a park/open space land-use, the vacant land is not generating a public benefit. Additionally, there is a genuine threat that blighting conditions will continue to exist and spread, and that the entire area will become a less attractive site for development. The continued decline of the R.P.A. could have a detrimental effect on the growth of property values in sunounding areas and could lead to a reduction of real estate tax revenue to all taxing districts. The R.P.A. does not cunently provide any real estate tax revenue to the taxing districts.

This document describes the comprehensive redevelopment program proposed to be undertaken by the City to create an environment in which private investment can reasonably occur. If a redevelopment project is successful, various new projects may be undertaken that will assist in alleviating blighting conditions, creating new jobs, and promoting both public and private development in the 67*/Cicero R.P.A.

This Eligibility Study and Redevelopment Plan is expected to have short- and long- term financial impacts on the affected taxing districts. During the period when tax increment financing is utilized, real estate tax increment revenues from the increases in E.A.V. over and above the certified initial E.A.V. (established at the time of adoption ofthis document by the City) may be used to pay eligible redevelopment project costs for the 67*/Cicero R.P.A.. At the time when the 67*/Cicero R.P.A. is no longer in place under the Act, the real estate tax revenues resulting from the redevelopment of the 67*/Cicero R.P.A. will be distributed to all taxing districts levying taxes against property located in the 67*/Cicero R.P.A.. These revenues will then be available for use by the affected taxing districts. 10/2/2002 REPORTS OF COMMITTEES 94241

Demand On Taxing District Services And Program To Address Financial And Service Impact.

In 1994, the Act was amended to require an assessment ofany financial impact ofa redevelopment project area on, or any increased demand for service from, any taxing district affected by the redevelopment plan, and a description ofany program to address such financial impacts or increased demand.

The City intends to monitor development in the 67*/Cicero R.P.A. and with the cooperation of the other affected taxing districts will attempt to ensure that any increased needs are addressed in connection with any particular development. The following major taxing districts presently levy taxes on properties located within the 67*/Cicero R.P.A. and maintain the listed facilities within the boundaries of the R.P.A., or within close proximity (three (3) to five (5) blocks) to the R.P.A. boundaries:

City Of Chicago

Chicago Board Of Education.

Lee School (6448 South Tripp Avenue)

Chicago School Finance Authority.

Chicago Park District.

Park Number 484 (4701 West 67* Street)

West Lawn Park (4233 West 65* Street)

Chicago Community College District 508.

Metropolitan Water Reclamation District Of Greater Chicago.

County Of Cook.

Cook County Forest Preserve District. 94242 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Map 6 illustrates the locations of facilities operated by the above listed taxing districts within or in close proximity to the 67*/Cicero R.P.A.

Redevelopment activity may cause increased demand for services from one (1) or more of the above listed taxing districts. The anticipated nature of increased demands for services on these taxing districts, and the proposed activities to address increased demand are described below.

City Of Chicago. The City is responsible for a wide range of municipal services, including: police and fire protection; capital improvements and maintenance; water supply and distribution; sanitation service; and building, housing and zoning codes.

Replacement of vacant and under-utilized sites with active and more intensive uses may result in additional demands on services and facilities provided by the districts. Additional costs to the City for police, fire, library circulation, and recycling and sanitation services arising from residential and non-residential development may occur. However, it is expected that any increase in demand for the City services and programs associated with the 67*/Cicero R.P.A. can be handled adequately by City police, fire protection, library, sanitary collection and recycling services, and programs maintained and operated by the City. The impact ofthe 67*/Cicero R.P.A. will not require expansion of services in this area.

Chicago Board Of Education And Associated Agencies. General responsibilities ofthe Board of Education include the provision, maintenance and operation of educational facilities and the provision of education services for kindergarten through twelfth grade.

It is possible that some families who purchase housing or rent new apartments in the 67*/Cicero R.P.A. will send their children to public schools, putting increased demand on area school districts. However, it is unlikely that the scope of new residential constmction would exhaust existing capacity given that: 1) the residents ofthe new construction will most likely be elderly and are unlikely to have school-aged children and 2) the schools in the area are currentiy operating below capacity. Additionally, increased costs to the local schools resulting from children residing in T.I.F. assisted housing units will trigger those provisions within the Act that provide for reimbursement to the affected school district(s) where eligible. The City intends to monitor development in the 67*/Cicero R.P.A. and, with the cooperation ofthe Board of Education, will attempt to ensure that any increased demands for the services and capital improvements provided by the Board of Education are addressed in connection with each new residential project. 10/2/2002 REPORTS OF COMMITTEES 94243

Chicago Park District. The Chicago Park District is responsible for the provision, maintenance and operation of park and recreational facilities throughout the City and for the prorision of recreation programs.

It is expected that the households that may be added to the 67*/Cicero R.P.A. may generate additional demand for recreational services and programs and may create the need for additional open spaces and recreational facilities operated by the Chicago Park District. The City intends to monitor development in the 67*/Cicero R.P.A. and, with the cooperation ofthe Chicago Park District, will attempt to ensure that any increased demands for the services and capital improvements that may be provided by the Chicago Park District are addressed in connection with any particular residential development. The goals and objectives ofthe Redevelopment Plan will benefit the portion of the R.P.A. which is owned by the Chicago Park District.

Community College District 508. This district is a unit of the State of Illinois' system of public community colleges, whose objective is to meet the educational needs of residents of the City and other students seeking higher education programs and services.

It is expected that any increase in demand for services from Community College District 508 can be handled adequately by the district's existing service capacity, programs and facilities. Therefore, at this time no special programs are proposed for this taxing district. Should demand increase, the City will work with the affected district to determine what, if any, program is necessary to provide adequate services.

Metropolitan Water Reclamation District. This district provides the main tmnk Unes for the collection of waste water from Cities, Villages and Towns, and for the treatment and disposal thereof.

It is expected that any increase in demand for treatment of sanitary and storm sewage associated with the 67*/Cicero R.P.A. can be handled adequately by existing treatment facilities maintained and operated by the Metropolitan Water Reclamation District of Greater Chicago. Therefore, no special program is proposed for the Metropolitan Water Reclamation District of Greater Chicago.

County Of Cook. The County has principal responsibility for the protection of persons and property, the provision of public health services and the maintenance of County highways. 94244 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

It is expected that any increase in demand for Cook County services can be handled adequately by existing services and programs maintained and operated by the County. Therefore, at this time, no special programs are proposed for these taxing districts. Should demand increase, the City will work wdth the affected taxing districts to detennine what, if any, program is necessary to provide adequate services.

Cook County Forest Preserve District. The Forest Preserve District is responsible for acquisition, restoration and management oflands for the purpose of protecting and preserving open space in the City and County for the education, pleasure and recreation of the public. It is expected that any increase in demand for Forest Preserve services can be handled adequately by existing facilities and programs maintained and operated by the District. No special programs are proposed for the Forest Preserve.

Given the preliminary nature of the Eligibility Study and Redevelopment Plan, specific fiscal impacts on the taxing districts and increases in demand for services provided by those districts cannot be accurately assessed within the scope of this plan.

Provisions For Amending Redevelopment Plan And Project.

This Eligibility Study and Redevelopment Plan and Project document may be amended pursuant to the provisions of the Act.

Commitment To Fair Employment Practices And Affirmative Action Plan.

The City is committed to and will require developers to follow and affirmatively implement the followdng principles with respect to this EUgibility Study and 10/2/2002 REPORTS OF COMMITTEES 94245

Redevelopment Plan. However, the City may implement prograins aimed at assisting small businesses, residential property owners, and developers which may not be subject to these requirements.

A. The assurance of equal opportunity in all personnel and emplojonent actions with respect to this Eligibility Study and Redevelopment Plan and project, including, but not limited to, hiring, training, transfer, promotion, discipline, fringe benefits, salary, emplojonent working conditions, terminations, et cetera without regard to race, color, religion, sex, age, disability, national origin, sexual orientation, ancestry, marital status, parental status, military discharge status, source of income or housing status.

B. Meeting City standards for participation of Minority Business Enterprise and Women Business Enterprise businesses as required in redevelopment agreements.

C The commitment to affirmative action and non-discrimination wdll ensure that all members ofthe protected groups are sought out to compete for all job openings and promotional opportunities.

D. Meeting City standards for the hiring of City residents to work on redevelopment project construction projects.

E. Meeting City standards for any applicable prevailing wage rate as ascertained by the Illinois Department of Labor to all project employees.

[Map 2 refened to in this 67*/Cicero Redevelopment Project Area Tax Increment Financing District Eligibility Study, Redevelopment Plan and Project constitutes Exhibit "E" to the ordinance and is printed on page 94259 of this Journal]

[Maps 1, 3, 4, 5 and 6 referred to in this 67*/Cicero Redevelopment Project Area Tax Increment Financing District Eligibility Study, Redevelopment Plan and Project printed on pages 94247 through 94251 of this Journal] 94246 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

[Appendix 1 referred to in this 67*/Cicero Redevelopment Project Area Tax Increment Financing District Eligibility Study, Redevelopment Plan and Project constitutes Exhibit "C" to the ordinance and is printed on pages 94257 through 94258 of this Journal]

Appendix 2 referred to in this 67*/Cicero Redevelopment Project Area Tax Increment Financing District Eligibility Study, Redevelopment Plan and Project reads as follows:

Appendix 2. (To 67*/Cicero Redevelopment Project Area Tax Increment Financing District Eligibility Study, Redevelopment Plan And Project)

Summary Of 2000 Equalized Assessed Value By Pennanent Index Number (P.LN.).

Permanent Index Assessed Value Equalized Assessed Number Number 2000 (A.V.) Value 2000 (E.A.V.)

1 19-22-300-009-0000 EX EX

TOTAL: EX EX

EX = Tax Exempt Parcels

2000 Equalization Factor: 2.2235 10/2/2002 REPORTS OF COMMITTEES 94247

Map 1. (To 67*/Cicero Redevelopment Project Area Tax Increment Financing District Eligibility Study, Redevelopment Plan And Project)

Community Context. 94248 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Map 3. (To 67*/Cicero Redevelopment Project Area Tax Increment Financing District EligibUity Study, Redevelopment Plan And Project)

Existing Land-Use. 10/2/2002 REPORTS OF COMMITTEES 94249

Map 4. (To 67*/Cicero Redevelopment Project Area Tax Increment Financing District EligibiUty Study, Redevelopment Plan And Project)

Eligibility Factors. 94250 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Map 5. (To 67*/Cicero Redevelopment Project Area Tax Increment Financing District EUgibility Study, Redevelopment Plan And Project)

Proposed Land-Use. 10/2/2002 REPORTS OF COMMITTEES 94251

Map 6. (To 67*/Cicero Redevelopment Project Area Tax Increment Financing District Eligibility Study, Redevelopment Plan And Project)

Community Facilities. 94252 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

ExhibU "B". (To Ordinance)

State of Illinois ) )SS. County of Cook )

Ceriificate.

I, Jennifer Rampke, the duly authorized, qualified and Executive Secretary ofthe Community Development Commission ofthe City ofChicago, and the custodian of the records thereof, do hereby certify that I have compared the attached copy of a resolution adopted by the Community Development Commission of the City of Chicago at a regular meeting held on the thirteenth (13*) day of August 2002 with the original resolution adopted at said meeting and recorded in the minutes of the Commission, and do hereby certify that said copy is a true, correct and complete transcript of said resolution.

Dated this thirteenth (13"') day of August, 2002.

(Signed) Jennifer Rampke Executive Secretary

Resolution 02-CDC-65 referred to in this Certificate reads as follows:

Community Development Commission Of The City Of Chicago

Resolution 02-CDC-65

Recommending To The City Council Of The City Of Chicago For The Proposed 67^/Cicero Redevelopment Project Area: 10/2/2002 REPORTS OF COMMITTEES 94253

Approval Of A Redevelopment Plan,

Designation Of A Redevelopment Project Area

And

Adoption Of Tax Increment Allocation Financing.

Whereas, The Community Development Commission (the "Commission") of the City of Chicago (the "City") has heretofore been appointed by the Mayor of the City with the approval of its City Council ("City Council," refened to herein collectively with the Mayor as the "Corporate Authorities") (as codified in Section 2-124 ofthe City's Municipal Code) pursuant to Section 5/11-74.4-4(k) of the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11-74.4-1, et seq.) (the "Act"); and

Whereas, The Commission is empowered by the Corporate Authorities to exercise certain powers enumerated in Section 5/ll-74.4-4(k) of the Act, including the holding of certain public hearings required by the Act; and

Whereas, Staff of the City's Department of Planning and Development has conducted or caused to be conducted certain investigations, studies and surveys of the 67*/Cicero Redevelopment Project Area, the street boundaries ofwhich are described on (Sub) Exhibit A hereto (the "Area"), to determine the eligibility ofthe Area as a redevelopment project area as defined in the Act (a "Redevelopment Project Area") and for tax increment allocation financing pursuant to the Act ("Tax Increment Allocation Financing"), and previously has presented the followdng documents to the Commission for its review:

67*/Cicero Redevelopment Project Area Tax Increment Financing District Eligibility Study, Redevelopment Plan and Project (the "Plan"); and

Whereas, Prior to the adoption by the Corporate Authorities of ordinances approving a redevelopment plan, designating an area as a Redevelopment Project Area or adopting Tax Increment Allocation Financing for an area, it is necessaiy that the Commission hold a public hearing (the "Hearing") pursuant to Section 5/ll-74.4-5(a) ofthe Act, convene a meeting of ajoint review board (the "Board") pursuant to Section 5/11-74.4-5(b) of the Act, set the dates of such Hearing and Board meeting and give notice thereof pursuant to Section 5/11-74.4-6 of the Act; and 94254 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Whereas, The Plan was made available for public inspection and review since May 31, 2002, being a date not less than ten (10) days before the Commission meeting at which the Commission adopted Resolution 02-CDC-51 on June 11, 2002 fixing the time and place for the Hearing, at City Hall, 121 North LaSalle Street, Chicago, Illinois, in the following offices: City Clerk, Room 107 and Department ofPlanning and Development, Room 1000; and

Whereas, Notice ofthe availability ofthe Report and Plan, including how to obtain this information, were sent by mail on June 13, 2002 which is wdthin a reasonable time after the adoption by the Commission of Resolution 02-CDC-51 to: (a) all residential addresses that, after a good faith effort, were determined to be (i) located within the Area and (ii) located wdthin seven hundred fifty (750) feet of the boundaries ofthe Area (or, ifapplicable, were determined to be the seven hundred fifty (750) residential addresses that were closest to the boundaries ofthe Area); and (b) organizations and residents that were registered interested parties for such Area; and

Whereas, Notice of the Hearing by publication was given at least twice, the first (P') publication being on July 16, 2002 a date which is not more than thirty (30) nor less than ten (10) days prior to the Hearing, and the second (2"'') publication being on July 23, 2002 both in the Chicago Sun-Times or the Chicago Tribune, being newspapers of general circulation within the taxing districts having property in the Area; and

Whereas, Notice ofthe Hearing was given by mail to taxpayers by depositing such notice in the United States mail by certified mail addressed to the persons in whose names the general taxes for the last preceding year were paid on each lot, block, tract or parcel ofland lying wdthin the /Vrea, on July 16, 2002, being a date not less than ten (10) days prior to the date set for the Hearing; and where taxes for the last preceding year were not paid, notice was also mailed to the persons last listed on the tax rolls as the owners of such property within the preceding three (3) years; and

Whereas, Notice of the Hearing was given by mail to the Illinois Depeirtment of Commerce and Community Affairs ("D.C.C.A.") and members ofthe Board (including notice of the convening of the Board), by depositing such notice in the United States mail by certified mail addressed to D.C.C.A. and all Board members, on June 21, 2002, being a date not less than forty-five (45) days prior to the date set for the Hearing; and

Whereas, Notice of the Hearing and copies of the Report and Plan were sent by mail to taxing districts having taxable property in the Area, by depositing such notice and documents in the United States mail by certified mail addressed to all taxing districts having taxable property within the Area, on June 21, 2002, being a date not less than forty-five (45) days prior to the date set for the Hearing; and 10/2/2002 REPORTS OF COMMITTEES 94255

Whereas, The Hearing was held on August 13, 2002 at 1:00 P.M. at City Hall, Room 201, 121 North LaSalle Stieet, Chicago, Illinois, as the official public hearing, and testimony was heard from all interested persons or representatives of any affected taxing district present at the Hearing and wishing to testify, conceming the Commission's recommendation to City Council regarding approval of the Plan, designation of the Area as a Redevelopment Project Area and adoption of Tax Increment Allocation Financing within the Area; and

Whereas, The Board meeting was convened on July 12, 2002 at 10:00 P.M. (being a date at least fourteen (14) days but not more than twenty-eight (28) days after the date ofthe mailing of the notice to the taxing districts on June 21, 2002) in Room 1003A, City Hall, 121 North LaSalle Street, Chicago, Illinois, to review the matters properly coming before the Board to allow it to provide its advisory recommendation regarding the approval of the Plan, designation of the Area as a Redevelopment Project Area, adoption of Tax Increment Allocation Financing within the Area and other matters, if any, properly before it, all in accordance with Section 5/11-74.4- 5(b) of the Act; and

Whereas, The Commission has reviewed the Report and Plan, considered testimony from the Hearing, if any, the recommendation of the Board, if any, and such other matters or studies as the Commission deemed necessary or appropriate in making the findings set forth herein and formulating its decision whether to recommend to City Council approval of the Plan, designation of the Area as a Redevelopment Project /Vrea and adoption of Tax Increment Allocation Financing within the Area; now, therefore.

Be It Resolved by the Community Development Commission of the City of Chicago:

Section 1. The above recitals are incorporated herein and made a part hereof

Section 2. The Commission hereby makes the following findings pursuant to Section 5/1 l-74.4-3(n) of the Act or such other section as is referenced herein:

a. the Area on the whole has not been subject to growth and development through investment by private enterprise and would not reasonably be expected to be developed without the adoption ofthe Plan;

b. the Plan:

(i) conforms to the comprehensive plan for the development of the City as a whole; or 94256 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

c. the Plan meets all of the requirements of a redevelopment plan as defined in the Act and, as set forth in the Plan, the estimated date of completion of the projects described therein and retirement of all obligations issued to finance redevelopment project costs is not later than December 31 of the year in which the payment to the municipal treasurer as provided in subsection (b) of Section 5/ 11-74.4-8 ofthe Act is to be made with respect to ad valorem taxes levied in the twenty-third (23"^^) calendar year following the year of the adoption of the ordinance approving the designation of the Area as a redevelopment project area and as required pursuant to Section 5/11-74.4-7 of the Act, no such obligation shall have a maturity date greater than twenty (20) years;

d. to the extent required by Section 5/11-74.4-3(n)(6) of the Act, the Plan incorporates the housing impact study, if such study is required by Section 5/1 l-74.4-3(n)(5) of the Act;

e. the Area includes only those contiguous parcels of real property and improvements thereon that are to be substantially benefitted by proposed Plan improvements, as required pursuant to Section 5/11-74.4-4(a) ofthe Act;

f. as required pursuant to Section 5/ 1 l-74.4-3(p) of the Act:

(i) the Area is not less, in the aggregate, than one and one-half (1V2) acres in size; and

(ii) conditions exist in the Area that cause the Area to qualify for designation as a redevelopment project area and a blighted area as defined in the Act;

g. ifthe Area is qualified as a "blighted area", whether improved or vacant, each of the factors necessaiy to qualify the Area as a Redevelopment Project Area on that basis is (i) present, with that presence documented to a meaningful extent so that it may be reasonably found that the factor is clearly present within the intent of the Act and (ii) reasonably distributed throughout the improved part or vacant part, as applicable, of the Area as required pursuant to Section 5/11-74.4-3(a) ofthe Act; [and] 10/2/2002 REPORTS OF COMMITTEES 94257

Section 3. The Commission recommends that the City Council approve the Plan pursuant to Section 5/ 11-74.44 of the Act.

Section 4. The Commission recommends that the City Council designate the Area as a Redevelopment Project Area pursuant to Section 5/ 11-74.4-4 ofthe Act.

Section 5. The Commission recommends that the City Council adopt Tax Increment Allocation Financing within the Area.

Section 6. If any provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this resolution.

Section 7. All resolutions, motions or orders in conflict with this resolution are hereby repealed to the extent of such conflict.

Section 8. This resolution shall be effective as ofthe date ofits adoption.

Section 9. A certified copy of this resolution shall be transmitted to the City Council.

Adopted: August 13. 2002.

[(Sub)Exhibit "A" referred to in this Resolution 02-CDC-65 constitutes Exhibit "D" to the ordinance and is printed on page 94258 of this Journal]

ExhibU "C". (To Ordinance)

67^/Cicero Redevelopment Project Area Legal Description.

All that part of the west half of the northwest quarter and the west half of the southwest quarter of Section 22, Township 38 North, Range 13 East ofthe Third Principal Meridian bounded and described as follows:

beginning at the point of intersection of the south line of West 67* Street with 94258 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

the westerly line of the Belt Railway Company of Chicago right-of-way in the west half ofthe southwest quarter of Section 22, Township 38 North, Range 13 East of the Third Principal Meridian, said westerly line of the Belt Railway Company of Chicago right-of-way being also the easterly line of the parcel of property bearing Permanent Index Number 19-22-300-009; thence southerly, southwesterly and westerly along said westerly line and along the northerly line of the Belt Railroad Company of Chicago right-of-way and along the westerly extension thereof to the west line of said west half of the southwest quarter of Section 22, said west line ofthe west halfofthe southwest quarter ofSection 22 being also the centerline of South Cicero Avenue and the westerly limits of the City of Chicago; thence north along said west half of the southwest quarter of Section 22 to the westerly extension of the south line of West 67* Street, as widened; thence east along said westerly extension and the south line of West 67* Street, as widened, to the southerly extension ofthe west line of Lot 19 in Block 13 of Marquette Ridge, a subdivision of the south half of the northwest quarter and the north half of the west half of the northwest quarter of Section 22, Township 38 North, Range 13 East ofthe Third Principal Meridian, said west line of Lot 19 being also the east line of the alley east of South Cicero Avenue; thence north along said southerly extension to the north line of West 67* Street; thence east along said north line ofWest 67* Street to the southeast corner of Lot 19 in Block 16 in said Marquette Ridge Subdivision; thence south along the southerly extension of the east line of said Lot 19 in Block 16 of Marquette Ridge Subdivision to the south line of said West 67* Street; thence east along the south line of West 67* Street to the point of beginning, all in the City ofChicago, Cook County, Illinois.

ExhibU "D". (To Ordinance)

Street Boundary Description Of The Area.

The Area consists of approximately eighteen (18) acres and is generally bounded by South Cicero Avenue and the municipality of Bedford Park on the west. West 67* Street on the north, and the Chicago Belt Railway Railroad right-of-way on the south and the east. 10/2/2002 REPORTS OF COMMITTEES 94259

ExhibU "E". (To Ordinance)

67^/Cicero Redevelopment Project Area.

J:t.:-i:i^i-ir| Archer/Ce i

tn-r

City ofChicago 67th/Clcero RPA May 2002

Map 2: Study Area Boundary •"^ RPA Boundary f-^'-^t Archer/Central TIF Boundary KS^ 63rd/Pu]aski TIF Boundary Greater Southwest Industrial 1 I Greater Southwest Industrial Corridor West TIF Corridor West TtF Boundary X 94260 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

DESIGNATION OF 67™/CICERO REDEVELOPMENT PROJECT AREA AS TAX INCREMENT FINANCING DISTRICT.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration an ordinance designating the 67*/Cicero Tax Increment Financing Redevelopment Project Area as a redevelopment project area, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewdth.

This recommendation was concuned in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwdnkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone - 47.

Nays — None.

Alderman Beavers moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed: 10/2/2002 REPORTS OF COMMITTEES 94261

WHEREAS, It is desirable and in the best interest of the citizens of the City of Chicago, Illinois (the "City") for the City to implement tax increment allocation financing ("Tax Increment Allocation Financing") pursuant to the lUinois Tax Increment Allocation Redevelopment Act, 65 ILCS 5/ 11-74.4-1, etseq., as amended (the "Act"), for a proposed redevelopment project area to be known as the 67*/Cicero Redevelopment Project Area (the "Area") described in Section 2 ofthis ordinance, to be redeveloped pursuant to a proposed redevelopment plan and project (the "Plan"); and

WHEREAS, The Plan (including the related eligibility report included therein and, ifapplicable, the feasibility study and the housing impact study) was made available for public inspection and review pursuant to Section 5/ 1 l-74.4-5(a) ofthe Act since May 31, 2002, being a date not less than ten (10) days before the meeting of the Community Development Commission of the City ("Commission") at which the Commission adopted Resolution 02-CDC-51 on June 11, 2002 fixing the time and place for a public hearing ("Hearing"), at the offices ofthe City Clerk and the City's Department of Planning and Development; and

^WHEREAS, Pursuant to Section 5/ll-74.4-5(a) of the Act, notice of the availability ofthe Plan (including the related eligibility report included therein and, if applicable, the feasibility study and the housing impact study) was sent by mail on June 13, 2002, which is within a reasonable time after the adoption by the Commission of Resolution 02-CDC-51 to: (a) all residential addresses that, after a good faith effort, were determined to be (i) located within the Area and (ii) outside the Area and located within seven hundred fifty (750) feet of the boundaries of the Area (or, if applicable, were determined to be the seven hundred fifty (750) residential addresses that were outside the Area and closest to the boundaries of the Area); and (b) organizations and residents that were registered interested parties for such Area; and

WHEREAS, A meeting of the joint review board established pursuant to Section 5/ 1 l-74.4-5(b) ofthe Act (the "Board") was convened upon the provision of due notice on July 12, 2002 at 10:00 A.M., to review the matters properly coming before the Board and to allow it to provide its advisory recommendation regarding the approval ofthe Plan, designation ofthe Area as a redevelopment project area pursuant to the Act and adoption of Tax Increment Allocation Financing within the Area, and other matters, if any, properly before it; and

WHEREAS, The Commission has forwarded to the City Council a copy of its Resolution 02-CDC-65, recommending to the City Council approval of the Plan, among other related matters; and

WHEREAS, The City Council has heretofore approved the Plan, which was identified in An Ordinance Of The City Of Chicago, Illinois, Approving A Redevelopment Plan For The 67*/Cicero Redevelopment Project Area; now, therefore.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Recitals. The above recitals are incorporated herein and made a part hereof

SECTION 2. The Area. The Area is legally described in Exhibit A attached hereto and incorporated herein. The street location (as near as practicable) for the Area is described in Exhibit B attached hereto and incorporated herein. The map ofthe Area is depicted on Exhibit C attached hereto and incorporated herein.

SECTION 3. Findings. The Corporate Authorities hereby make the following findings:

a. the Area includes only those contiguous parcels of real property and improvements thereon that are to be substantially benefitted by proposed Plan improvements, as required pursuant to Section 5/11-74.4-4(a) ofthe Act;

b. as required pursuant to Section 5/ 1 l-74.4-3(p) of the Act:

(i) the Area is not less, in the aggregate, than one and one-half (1 Va) acres in size; and

(ii) conditions exist in the Area that cause the Area to qualify for designation as a redevelopment project area and a blighted area as defined in the Act;

c. ifthe Area is qualified as a "blighted area", whether improved or vacant, each ofthe factors necessary to qualify the Area as a redevelopment project area on that basis is (i) clearly present within the intent of the Act and with that presence documented to a meaningful extent, and (ii) reasonably distributed throughout the improved part or vacant part, as applicable, of the Area as required pursuant to Section 5/ 1 l-74.4-3(a) of the Act; 10/2/2002 REPORTS OF COMMITTEES 94263

d. ifthe Area is qualified as a "conservation area", the combination ofthe factors necessaiy to qualify the Area as a redevelopment project area on that basis is detrimental to the public health, safety, morals or welfare, and the Area may become a blighted area.

SECTION 4. Area Designated. The Area is hereby designated as a redevelopment project area pursuant to Section 5/11-74.4-4 of the Act.

SECTION 5. Invalidity Of Any Section. If any prorision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions ofthis ordinance.

SECTION 6. Superseder. All ordinances, resolutions, motions or orders in conflict with this ordinance are hereby repealed to the extent of such conflict.

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

[Exhibit "C" referred to in this ordinance printed on page 94265 of this Journal]

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

ExhibU "A".

67^/Cicero Redevelopment Project Area Legal Description.

beginning at the point of intersection of the south line of West 67* Street with the westerly line of the Belt Railway Company of Chicago right-of-way in the west halfofthe southwest quarter ofSection 22, Township 38 North, Range 13 East of the Third Principal Meridian, said westerly Une of the Belt Railway Company of Chicago right-of-way being also the easterly line of the parcel of property bearing Permanent Index Number 19-22-300-009; thence southerly, southwesterly and westerly along said westerly line and along the northerly line of the Belt Railroad Company of Chicago right-of-way and along the westerly extension thereof to the west line of said west half of the southwest quarter of Section 22, said west line ofthe west halfofthe southwest quarter ofSection 22 being also the centerline of South Cicero Avenue and the westerly limits of the City of Chicago; thence north along said west half of the southwest quarter of Section 22, to the westerly extension of the south line of West 67* Street, as widened; thence east along said westerly extension and the south line of West 67* Street, as widened, to the southerly extension of the west line of Lot 19 in Block 13 of Marquette Ridge, a subdivision ofthe south halfofthe northwest quarter and the north half of the west half of the northwest quarter of Section 22, Towoiship 38 North, Range 13 East ofthe Third Principal Meridian, said west line of Lot 19 being also the east line of the alley east of South Cicero Avenue; thence north along said southerly extension to the north line ofWest 67* Street; thence east along said north line ofWest 67* Street to the southeast corner of Lot 19 in Block 16 in said Marquette Ridge Subdivision; thence south along the southerly extension of the east line of said Lot 19 in Block 16 of Marquette Ridge Subdivision to the south line of said West 67* Street; thence east along the south line of West 67* Street to the point of beginning, all in the City ofChicago, Cook County, Illinois.

ExhibU "B".

67^/Cicero Redevelopment Project Area Street Boundary Description Of The Area.

The Area consists of approximately eighteen (18) acres and is generally bounded by Cicero Avenue and the municipality of Bedford Park on the west, 67* Street on the north, and the Chicago Belt Railway Railroad right-of-way on the south and the east. 10/2/2002 REPORTS OF COMMITTEES 94265

ExhibU "C

67^/Cicero Redevelopment Project Area Boundary Map.

't:r:m^^ U.^Jt::v:^-ife> l''-^..\iir:^\ ^'>-t?^B Archer/Ce iti I 94266 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

ADOPTION OF TAX INCREMENT ALLOCATION FINANCING FOR 67™/CICERO REDEVELOPMENT PROJECT AREA.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration an ordinance adopting tax increment financing for the 67*/Cicero Tax Increment Financing Redevelopment Project Area, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 47.

Nays — None.

Alderman Beavers moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed: 10/2/2002 REPORTS OF COMMITTEES 94267

WHEREAS, It is desirable and in the best interest of the citizens of the City of Chicago, Illinois (the "City") for the City to implement tax increment allocation financing ("Tax Increment Allocation Financing") pursuant to the Illinois Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1, et seq., as amended (the "Act"), for a proposed redevelopment project area to be known as the 67*/Cicero Redevelopment Project Area (the "Area") described in Section 2 ofthis ordinance, to be redeveloped pursuant to a proposed redevelopment plan and project (the "Plan"); and

WHEREAS, The Community Development Commission ofthe City has forwarded to the City CouncU ofthe City ("City CouncU") a copy ofits Resolution 02-CDC-65, recommending to the City Council the adoption of tax increment allocation financing for the Area, among other things; and

WHEREAS, As required by the Act, the City has heretofore approved the Plan, which was identified in An Ordinance Of The City Of Chicago, Illinois, Approving A Redevelopment Plan For The 67*/Cicero Redevelopment Project Area and has heretofore designated the Area as a redevelopment project area by passage of An Ordinance Of The City Of Chicago, Illinois, Designating The 67*/Cicero Redevelopment Project Area A Redevelopment Project Area Pursuant To The Tax Increment Allocation Redevelopment Act and has otherwdse complied with all other conditions precedent required by the Act; now, therefore.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Recitals. The above recitals are incorporated herein and made a part hereoL

SECTION 2. Tax Increment Allocation Financing Adopted. Tax Increment Allocation Financing is hereby adopted pursuant to Section 5/ 11-74.4-8 ofthe Act to finance redevelopment project costs as defined in the Act and as set forth in the Plan within the Area legally described in Exhibit A attached hereto and incorporated herein. The street location (as near as practicable) for the Area is described in Exhibit B attached hereto and incorporated herein. The map ofthe Area is depicted in Exhibit C attached hereto and incorporated herein.

SECTION 3. Allocation Of Ad Valorem Taxes. Pursuant to the Act, the ad valorem taxes, ifany, arising from the levies upon taxable real property in the Area by taxing districts and tax rates determined in the manner provided in Section 5/ 1 l-74.4-9(c) ofthe Act each year after the effective date ofthis ordinance until redevelopment project costs and all municipal obligations financing i-edevelopment project costs incurred under the Act have been paid, shall be divided as follows:

a. that portion oftaxes levied upon each taxable lot, block, tract or parcel of real property which is attributable to the lower ofthe current equalized assessed value 94268 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

or the initial equalized assessed value of each such taxable lot, block, tract or parcel of real property in the Area shall be allocated to, and when collected, shall be paid by the county collector to the respective affected taxing districts in the manner required by law in the absence ofthe adoption of Tax Increment Allocation Financing; and

b. that portion, ifany, of such taxes which is attributable to the increase in the current equalized assessed valuation of each taxable lot, block, tract or parcel of real property in the Area over and above the initial equalized assessed value of each property in the Area shall be allocated to, and when collected, shall be paid to the City treasurer who shall deposit said taxes into a special fund, hereby created, and designated the "67*/Cicero Redevelopment Project Area Special Tax Allocation Fund" ofthe City for the purpose of paying redevelopment project costs and obligations incurred in the pajonent thereoL

SECTION 4. Invalidity Of Any Section. If any provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions ofthis ordinance.

SECTION 5. Superseder. All ordinances, resolutions, motions or orders in conflict with this ordinance are hereby repealed to the extent of such conflict.

SECTION €(. Effective Date. This ordinance shall be in fuU force and effect immediately upon its passage.

[Exhibit "C" refened to in this ordinance printed on page 94270 of this Journal]

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

ExhibU "A".

67*^/Cicero Redevelopment Project Area Legal Description.

All that part of the west half of the northwest quarter and the west half of the southwest quarter of Section 22, Township 38 North, Range 13 East of the Third 10/2/2002 REPORTS OF COMMITTEES 94269

Principal Meridian bounded and described as follows:

beginning at the point of intersection of the south line of West 67* Street with the westerly line of the Belt Railway Company of Chicago right-of-way in the west halfofthe southwest quarter ofSection 22, Township 38 North, Range 13 East of the Third Principal Meridian, said westerly line of the Belt Railway Company of Chicago right-of-way being also the easterly line of the parcel of property bearing Permanent Index Number 19-22-300-009; thence southerly, southwesterly and westerly along said westerly line and along the northerly line of the Belt Railroad Company of Chicago right-of-way and along the westerly extension thereof to the west line of said west half of the southwest quarter of Section 22, said west line ofthe west halfofthe southwest quarter of Section 22 being also the centerline of South Cicero Avenue and the westerly limits of the City of Chicago; thence north along said west half of the southwest quarter of Section 22, to the westerly extension of the south line of West 67* Street, as widened; thence east along said westerly extension and the south line of West 67* Street, as widened, to the southerly extension ofthe west line of Lot 19 in Block 13 of Marquette Ridge, a subdivision of the south half of the northwest quarter and the north half of the west half of the northwest quarter of Section 22, Township 38 North, Range 13 East ofthe Third Principal Meridian, said west line of Lot 19 being also the east line of the alley east of South Cicero Avenue; thence north along said southerly extension to the north line of West 67* Street; thence east along said north line ofWest 67* Street to the southeast corner of Lot 19 in Block 16 in said Marquette Ridge Subdivision; thence south along the southerly extension of the east line of said Lot 19 in Block 16 of Marquette Ridge Subdivision to the south line of said West 67* Street; thence east along the south line of West 67* Street to the point of beginning, all in the City of Chicago, Cook County, Illinois.

ExhibU "B".

67^/Cicero Redevelopment Project Area Street Boundary Description Of The Area.

ExhibU "C".

67^^/Cicero Redevelopment Project Area Boundary Map.

u:i—i-:i-;-i^i Archer/Ce{itiHl TIF 66tb Street 63rd/Pula:

City of Chicago 67th/Cicero RPA May 2002

Map 2: Study Area Boundary ••^" RPA Boundary f^-^' Archer/Central TIF Boundary Ka^63rd/PulaskiTIF Boundary Greater Southwest Industrial I I Greater Southwest Industrial Corridor West TIF Corridor West TIF Boundary X 10/2/2002 REPORTS OF COMMITTEES 94271

AUTHORIZATION FOR ISSUANCE OF CITY OF CHICAGO TAX INCREMENT ALLOCATION REVENUE NOTES (FULLERTON/MILWAUKEE REDEVELOPMENT PROJECT) TAXABLE SERIES 2002.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration an ordinance authorizing the issuance of a City of Chicago Tax Increment Allocation Revenue Note (Fullerton/Milwaukee Redevelopment Project), Taxable Series 2002, amount of note not to exceed $700,000, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Alderman Edward M. Burke abstained from voting pursuant to Rule 14 ofthe City Council's Rules of Order and Procedure.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted wdth the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone - 46. 94272 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Nays — None.

Alderman Beavers moved to reconsider the foregoing vote.

Alderman Burke invoked Rule 14 of the City Council's Rules of Order and Procedure, disclosing that he had represented parties to this ordinance in previous and unrelated matters.

The following is' said ordinance as passed:

WHEREAS, Pursuant to an ordinance adopted by the City Council ("City Council") of the City of Chicago (the "City") on February 16, 2000, a certain redevelopment plan and project (the "Plan and Project") for the Fullerton/Milwaukee Redevelopment Project Area (the "Area") was approved pursuant to and in accordance with the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11-74.4-1, et seq.) (the "Act"); and

WHEREAS, Pursuant to an ordinance adopted by the City Council on February 16, 2000, the Area was designated as a redevelopment project area pursuant to and in accordance with the Act; and

WHEREAS, Pursuant to an ordinance adopted by the City Council on February 16, 2000 (the "T.I.F. Ordinance"), tax increment allocation financing was adopted pursuant to and in accordance wdth the Act as a means of financing certain redevelopment project costs, as defined in the Act, incurred pursuant to the Plan and Project (the "Redevelopment Project Costs") and directed that the aUocation of ad valorem taxes arising from levies by taxing districts upon the taxable real property in the Area and tax rates be divided in accordance with the Act and as described in the T.I.F. Ordinance; and

WHEREAS, The City is a home rule unit of government under Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois and, as such, is authorized to issue obligations pursuant to the Act for the purpose of financing Redevelopment Project Costs; and

WHEREAS, The City Council of the City has determined that it is necessaiy and in the best interest of the City to issue a tax increment allocation note for the purpose of paying Redevelopment Project Costs and other costs related to the issuance ofthe note; now, therefore.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. The above recitals are incorporated herein and made a part hereof. 10/2/2002 REPORTS OF COMMITTEES 94273

SECTION 2. There shall be borrowed for and on behalfofthe City an amount not to exceed Seven Hundred Thousand Dollars ($700,000) and a note ofthe City shall be issued up to said amount and shall be designated "City ofChicago Tax Increment Allocation Revenue Note (Fullerton/Milwaukee Redevelopment Project), Taxable Series 2002" (the "Note") for the purposes of (a) pajdng a portion of the Redevelopment Project Costs in the Area, (b) funding certain capitalized interest on the Note, ifany, (c) funding a debt service reserve, and (d) pajdng the commitment fee (as defined herein) and certain expenses incurred in connection with the issuance of the Note. The Note shall be substantially in the form attached hereto as Exhibit A and made a part hereof, with such additions or modifications as shall be determined to be necessary, by the chief financial officer of the City or, ifthere is no such officer then holding said office, the city comptroller (either officer referred to hereunder as the "Chief Financial Officer"), at the time oflssuance to reflect the purpose of the issue. The Note shall have the terms and provisions set forth in this ordinance and the Note form. The proceeds of the Note are hereby appropriated for the purposes set forth in this Section 2.

The Note shall mature not later than January 1, 2012 and shall bear interest at a rate not to exceed eight and five-tenths percent (8.5%) per annum, from the date ofthe Note until the principal amount ofthe Note is paid, such interest (computed on the basis of a three hundred sixty (360) day year of twelve (12) thirty (30) day months) being payable on January 1 of each year, commencing January 1, 2003. Pajonents on the Note shall be payable annually on January 1, commencing January 1, 2003, pursuant to Schedule 1 ofthe Note. The principal ofthe Note may be prepaid at the option of the City, in whole or in part, from any available funds, at any time without penalty or premium. Any prepajonents on the debt service of the Note shall be made in inverse order of maturity.

SECTION 3. Pajonents on the Note shall be paid by check or draft of the comptroller ofthe City, as registrar and pajdng agent (the "Registrar"), payable in lawful money ofthe United States of America to the person in whose name the Note is registered at the close of business on the fifteenth (15*) day of the month immediately prior to the applicable pajonent date, unless the City has been directed to make such payment in another manner by written notice given to the Registrar by the registered owner at least thirty (30) days prior to the applicable payment date; provided, that the final installment of the principal and accrued but unpaid interest ofthe Note shall be payable in lawful money ofthe United States of America at the principal office of the Registrar.

The Note shall be signed by the manual or facsimile signature of the Mayor of the City and attested by the manual or facsimile signature ofthe City Clerk ofthe City, and in case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. 94274 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

SECTION 4. The City shall cause books (the "Register") for the registration and for the transfer of the Note as provided in this ordinance to be kept at the principal office of the Registiar, which is hereby constituted and appointed the Registrar of the City for the Note. The City is authorized to prepare, and the Registrar shall keep custody of, multiple Note blanks executed by the City for use in the transfer of the Note.

Upon surrender for transfer ofthe Note at the principal office ofthe Registrar, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Registrar and duly executed by the registered owner or his attorney duly authorized in writing, the City shall execute and the Registrar shall date and deliver in the name of the transferee or transferees a new fully registered Note ofthe same maturity, of authorized denomination, for alike aggregate principal ainount. The execution by the City ofthe fully registered Note shall constitute full and due authorization of the Note and the Registrar shall thereby be authorized to date and deliver the Note, provided, however, that the principal amount ofthe Note delivered by the Registrar shall not exceed the authorized principal amount of the Note less previous retirements. The Registrar shall not be required to transfer or exchange the Note during the period beginning at the close of business on the fifteenth (15*) day ofthe month immediately prior to the maturity date ofthe Note.

The person in whose name the Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal ofthe Note shall be made only to or upon the order ofthe registered owner thereof or his legal representative. All such pajonents shall be valid and effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid.

No service charge shall be made for any transfer of the Note, but the City or the Registrar may require pajonent of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer of the Note.

SECTION 5. Subject to the limitations set forth in Section 2 hereof, the Chief Financial Officer is authorized to determine the terms of the Note and to issue the Note on such terms as the Chief Financial Officer may deem to be in the best interests of the City. In connection with the issuance of the Note, the Chief Financial Officer shall make the foUowing determinations: (a) the aggregate principal amount ofthe Note; (b) the maturity ofthe Note; (c) the annual interest rate or rates payable on the Note; (d) the dated date ofthe Note; (e) the schedule for funding the debt service reserve requirenient (as hereinafter defined); (f) the designation ofa trustee, ifany; and (g) the use of proceeds derived from the issuance ofthe Note.

SECTION 6. (a) Special Tax Allocation Fund. Pursuant to the T.I.F. Ordinance, the City has created the Fullerton/Milwaukee Redevelopment Project Area Special Tax AUocation Fund (the "Tax AUocation Fund"). The Tax AUocation Fund shall be 10/2/2002 REPORTS OF COMMITTEES 94275

held by the City, except as hereinafter expressly provided, separate and apart from all other funds and accounts of the City. All of the Incremental Taxes shall be set aside as collected and deposited by the City Treasurer in the Tax Allocation Fund. "Incremental Taxes" means the ad valorem taxes, ifany, arising from the tax levies upon taxable real property in the Area by any and all taxing districts or municipal corporations having the power to tax real property in the Area, which taxes are attributable to the increase in the then current equalized assessed valuation ofeach taxable lot, block, tract or parcel of real property in the Area over and above the certified initial equalized assessed value ofeach such piece ofproperty, as certified by the Clerk ofthe County of Cook, Illinois in accordance with Section 5/11-74.4-9 of the Act.

(b) Note Fund. There is hereby created within the Tax Allocation Fund a special account to be known as the "Note Fund" (the "Note Fund"). The City shall promptly designate and deposit into the Note Fund all pledged revenues. "Pledged Revenues" means those Incremental Taxes and any other revenues from any source whatsoever in the amount (i) designated in Schedule 1 of the Note to pay principal of and interest on the Note and (ii) necessary to meet the debt service reserve requirement, as hereinafter defined, which Pledged Revenues include, wdthout limitation, amounts on deposit in and pledged to various funds and accounts (other than the expense fund and the general account), together with interest earnings thereon. The Note is secured by a pledge of all Pledged Revenues, and such pledge is irrevocable until the obligations ofthe City are discharged under this ordinance. The monies on deposit in the Note Fund shall be used by the City solely and only for the purpose of canying out the terms and conditions of this ordinance and, except as otherwise provided in this ordinance, shall be deposited in the manner described below to the separate accounts created by this ordinance within the Note Fund to be knowoi as the "Principal and Interest Account", the "Debt Service Reserve Account" and the "General Account". These accounts may be held by the City or by a depository or depositories selected by the Chief Financial Officer. As monies are deposited by the City into the Note Fund, they shall be credited in the following order of priority:

(i) Principal And Interest Account. Prior to each payment date, commencing with the January 1, 2003 pajonent date, the City shall credit and deposit into the Principal and Interest Account an amount of Pledged Revenues and, as needed, an amount of funds from the capitalized interest subaccount (as defined below), that together shall not exceed the amount required to pay on the Note on the applicable payment date. Except as provided below, such monies shall be used solely and only for the purpose of pajdng the Note as the same become due.

subaccount, ifany, shall be the first monies applied by the City to make pajonent on the Note. The City shall determine the amount, if any (after taking into account the amounts on deposit in the Principal and Interest Account from (A) and (B) above), required to pay principal, interest and expenses, if any, on such payment date, which additional amount shall be transferred from the Debt Service Reserve Account to the Principal and Interest Account. Funds to the credit ofthe Principal and Interest Account in excess of such necessary amount shall first be transferred to the Debt Service Reserve Account as provided below and shall next be paid to and credited to the General Account as described below.

(ii) Debt Service Reserve Account. To the extent not satisfied under subsection (d) of Section 8 hereof, the City shall next transfer the balance of the Pledged Revenues into the Debt Service Reserve Account until such account aggregates an amount equal to ten percent (10%) of the aggregate principal amount ofthe Note (the "Debt Serrice Reserve Requirement"), and thereafter no such pajonents shall be made into that account, except that when any money is paid out of that account, pajonents shall be resumed and continued until that account has been restored to an aggregate amount equal to the Debt Service Reserve Requirement. A portion ofthe proceeds derived from the sale ofthe Note shall be deposited to and held in the Debt Service Reserve Account pursuant to Section 8 hereof and, thereafter, the Chief Financial Officer is authorized and directed to determine and approve the schedule for fully funding the Debt Serrice Reserve Requirement pursuant to Section 5 hereof on behalf of and in the name of the City. Monies on deposit in the Debt Service Reserve Account shall be transferred to the Principal and Interest Account as may be necessary from time to time to prevent or remedy a failure to pay principal of or interest on the Note.

(iii) General Account. The balance of the Pledged Revenues remaining after crediting the required amounts to the respective accounts provided for above shall be credited to the General Account. Monies on deposit in the General Account shall be transferred by the City first, if necessary, to remedy any deficiencies in any prior accounts in the Note Fund; second, at the direction of the Chief Financial Officer, for one (1) or more of the following purposes, without priority among them:

(A) for the purpose of pajdng any Redevelopment Project Costs; or

(B) for the purpose of prepaying the Note; or

(C) for the purpose of distribution of such funds to the taxing districts or municipal corporations having the power to tax real property in the Area in accordance with the Act. 10/2/2002 REPORTS OF COMMITTEES 94277

Amounts on deposit in the General Account are not pledged to the payment ofthe Note.

(c) Investments. The monies on deposit in the Tax Allocation Fund and the various accounts therein may be invested from time to time in investments authorized by Chapter 2-32-520 ofthe Municipal Code ofChicago, as amended from time to time, pursuant to directions from the Chief Financial Officer. Any such investments may be sold from time to time by the City as monies may be needed for the purposes for which the Tax Allocation Fund and such accounts have been created. In addition, such investments may be sold when necessaiy to remedy any deficiency in the Note Fund or such accounts created therein. In the absence of such direction, such investment earnings shall be credited to and held in the Debt Service Reserve Account so long as the credit balance in said account is less than the Debt Service Reserve Requirement and next shall be transferred to the Tax Allocation Fund. All other investment earnings shall be attributed to the account within the Tax Allocation Fund for which the investment was made.

SECTION 7. The Note, together wdth the interest thereon, is a limited obligation of the City, payable solely and only from Pledged Revenues, including the Incremental Taxes as provided in this ordinance. No registered owner of any Note shall have the right to compel the exercise of any taxing power of the City for payment of principal of or interest on the Note. The Note does not constitute an indebtedness of the City within the meaning of any statutory or constitutional provision, except as herein provided.

SECTION 8. The proceeds derived from the sale of the Note shall be used as follows:

(a) accrued interest received by the City upon the sale of the Note shall be deposited in a "Capitalized Interest Subaccount" of the Principal and Interest Account;

(b) the City shall then allocate from Note proceeds an amount not to exceed Seven Thousand Dollars ($7,000) as a "Commitment Fee". Such Commitment Fee shall be disbursed by the Chief Financial Officer to the registered owner of the Note at the time and place directed by the registered owner of the Note;

(c) the City shall then aUocate from Note proceeds an amount not to exceed Ten Thousand Dollars ($10,000) for expenses incurred in the issuance ofthe Note, which shall be deposited into an "Expense Fund" to be maintained by the Chief Financial Officer and disbursed for such issuance expenses from time to time in accordance with usual City procedures for the disbursement of funds. Monies not disbursed from the Expense Fund within six (6) months from the date of the 94278 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

issuance of the Note shall be transferred by the Chief Financial Officer to the Project Fund described below, and any deficiencies in the Expense Fund shall be paid by disbursement from the Project Fund;

(d) the City shall then allocate from Note proceeds an amount equal to the Debt Service Reserve Requirement, which shall be deposited into the Debt Service Reserve Account;

(e) the remaining proceeds of the Note shall be set aside in a separate fund created by this ordinance and designated as the "Project Fund — Series 2002" (the "Project Fund"), which the City shall maintain. Monies in the Project Fund shall be withdrawn from time to time as needed for the pajonent of Redevelopment Project Costs, the City's administrative fee and the fees and expenses incidental to the Plan and Project not paid out ofthe Expense Fund.

SECTION 9. The provisions ofthis ordinance shall constitute a contract between the City and the registered owner of the Note.

SECTION 10. The Mayor, the City Treasurer, the Chief Financial Officer, the City Comptroller, the City Clerk and the other officers of the City are authorized to execute and deliver on behalf of the City such other documents, agreements and certificates and to do such other things consistent with the terms ofthis ordinance as such officers and employees shall deem necessary or appropriate in order to effectuate the intent and purposes of this ordinance.

SECTION 11. If any provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such provision shedl not affect any ofthe other provisions ofthis ordinance.

SECTION 12. All ordinances, resolutions, motions or orders in conflict with this ordinance are hereby repealed to the extent of such conflict.

SECTION 13. This ordinance shall be in full force and effect immediately upon its passage.

Exhibit "A" refened to in this ordinance reads as follows: 10/2/2002 REPORTS OF COMMITTEES 94279

ExhibU "A".

Form Of Note.

State Of Ulinois

County Of Cook

City Of Chicago

Tax Increment Allocation Revenue Note (Fullerton/Milwaukee Redevelopment Project) Taxable Series 2002.

Sole Note: Principal Amount:

Registered Number 1 $700,000

Interest Rate: Maturity Date: Dated Date:

8.5% January 1, 2012 , 2002

Registered Owner: The Northern Trust Company

pajonent is legal tender for the pajonent of public and private debts. Both the principal of this Note and the interest payable on this Note are payable at the office of the City Comptroller, presently located at 33 North LaSalle Street, Room 600, Chicago, Illinois 60602, as Note registrar and paying agent (the "Registrar"). Pajonent of principal of and interest on this Note shall be made on each applicable pajonent date to the Registered Owner of this Note on the registration books of the City maintained by the Registrar at the close ofbusiness on the fifteenth (15*) day ofthe month next preceding the applicable payment date and shall be paid by check or draft of the Registrar mailed to the address of such Registered Owner as it appears on such registration books or at such other address furnished in writing by such Registered Owner to the Registrar.

[2] This Note is issued pursuant to Division 74.4 of Article 11 of the Illinois Municipal Code (the "Act"), and all laws amendatory of the Act and supplemental to the Act, and the principal of and interest on this Note are payable from Pledged Revenues (as defined in the Note Ordinance), including the ad valorem taxes, ifany, arising from the taxes levied upon taxable real property in the Fullerton/Milwaukee Redevelopment Project Area established by the City in accordance with the provisions ofthe Act (the "Project Area") by any and all taxing districts or municipal corporations having the power to tax real property in the Project Area, which taxes are attributable to the increase in the then cunent equalized assessed valuation of each taxable lot, block, tract or parcel of real property in the Project Area over and above the initial equalized assessed value of each such piece of property as of , as determined by the County Clerk of the County of Cook, Illinois, in accordance wdth the provisions ofthe Act (the "Incremental Taxes"). This Note is being issued for the purpose of providing funds to pay a portion of the Project Costs which have been approved for the Project Area, all as more fully described in an ordinance authorizing the issuance of this Note (the "Note Ordinance") adopted by the City Council of the City on , to all the provisions of which the Registered Owner by the acceptance of this Note assents. This Note, together wdth the interest on this Note, are limited obligations ofthe City, payable solely from Pledged Revenues, including the Incremental Taxes and the amounts on deposit in and pledged to the various funds and accounts as provided in the Note Ordinance. For the prompt payment of this Note, both principal and interest, as stated above, at maturity, the Pledged Revenues are hereby irrevocably pledged. This Note Does Not Constitute An Indebtedness Of The City Within The Meaning Of Any Constitutional Or Statutory Provision Or Limitation, Except As Herein Provided. No Registered Owner Of This Note Shall Have The Right To Compel The Exercise Of Any Taxing Power Of The City For Pajonent Of Principal Of Or Interest On This Note.

[3] Under the Act and the Note Ordinance, the Incremental Taxes shall be deposited in the Fullerton/Milwaukee Redevelopment Project Area Special Tax Allocation Fund of the City (the "Tax Allocation Fund"). Monies on^ deposit in the Note Fund created within the Tax Allocation Fund shall be used and are pledged for paying the principal of and interest on this Note and then in making any further 10/2/2002 REPORTS OF COMMITTEES 94281

required payments to the funds and accounts as prorided by the terms of the Note Ordinance.

[4] It is hereby certified and recited that all conditions, acts and things required by law to exist or to be done precedent to and in the issuance of this Note did exist, have happened, been done and performed in regular and due form and time as required by law, and the City by this Note covenants and agrees that it has made provision for the segregation of those Incremental Taxes to be deposited in the Note Fund, and that it will properly account for those taxes and wdll comply with all the covenants of and maintain the funds and accounts as provided by the Note Ordinance.

[5] This Note is issued initially in fully registered form and is transferable by the Registered Owner thereof in person or by his attorney duly authorized in writing at the office ofthe Registrar in Chicago, Illinois, but only in the manner, subject to the limitations and upon pajonent ofthe charges provided in the Note Ordinance, and upon surrender and cancellation of this Note. Upon such transfer a new Note or Notes of authorized denominations ofthe same maturity and for the same aggregate principal amount will be issued to the transferee in exchange for the old Note or Notes.

[6] The City and the Registrar may deem and treat the Registered Owner of this Note as the absolute owner of this Note for the purpose of receiving payment of or on account of principal ofthis Note, premium, ifany, and interest due on this Note and for all other purposes and neither the City nor the Registrar shall be affected by any notice to the contraiy.

[7] This Note may be prepaid prior to maturity at the option of the City, in whole or in part on any date from any available funds of the City wdthout penalty or premium. Any prepayments on the debt service of this Note shall be made in inverse order of maturity.

[8] The rights and obligations ofthe City and ofthe Registered Owner ofthis Note may be modified or amended at any time with the consent of the City and of the Registered Owner of not less than a majority in outstanding principal amount of this Note, provided that no such modification or amendment shall extend the maturity or reduce the interest rate on or otherwise alter or impair the obligation of the City to pay the principal of and interest on this Note, at the time and place and at the rate and in the currency provided in the Note Ordinance without the express consent of the Registered Owner of such Note or permit the creation of a preference or priority of any Note or Notes over any other Note or Notes. 94282 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

[9] In Witness Whereof, The City of Chicago, by its City Council, has caused this Note to be signed by the manual or duly authorized facsimile signature ofthe Mayor and City Clerk, all as appearing on this Note and as of the Dated Date identified above.

[Seal] Mayor

City Clerk

(Assignment)

For Value Received, The undersigned hereby sells, assigns and transfers unto

(Name and Address of Assignee)

the wdthin Note and does hereby irrevocably constitute and appoint or its successor as attomey to transfer the said Note on the books kept for registration thereof with full power of substitution in the premises.

Dated:

Signature Guaranteed:

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

Schedule 1 referred to in this Form of Note for F\illerton/Milwaukee Redevelopment Project reads as follows: 10/2/2002 REPORTS OF COMMITTEES 94283

Schedule 1. (To Form Of Note For Fullerton/Milwaukee Redevelopment Project) (Page 1 of 2)

SBIF/TIF - Fullerton/Milwaukee

Compound Period : Exact Days

Nominal Annual Rate .... 8.500 % Effective Annual Rate ...: Undefined Periodic Rate 0.0236 % Daily Rate 0.02361 %

CASH FLOW DATA

Event Start Date Amount Number Period End Date

1 Loan 10/01/2002 700,000.00 1 Points 1.000 7,000.00 Prepaid Days 0 @ 165.28 0.00 Other Charges 0.00 2 Payment 11/01/2002 Interest Only 2 Monthly 12/01/2002 3 Payment 01/01/2003 99,483.01 10 Annual 01/01/2012

AMORTIZATION SCHEDULE - US Rule, 360 Day Year

Date Payment Interest Principal Balance

Loan 10/01/2002 700,000.00 1 11/01/2002 5,123.61 5,123.61 0.00 700,000.00 2 12/01/2002 4,958.33 4,958.33 0.00 700,000.00 2002 Totals 10,081.94 10,081.94 0.00

3 01/01/2003 99,483.01 5,123.61 94,359.40 605,640.60 2003 Totals 99,483.01 5,123.61 94,359.40

4 01/01/2004 99,483.01 52,194.44 47,288.57 558,352.03 2004 Totals 99,483.01 52,194.44 47,288.57 94284 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Schedule 1. (To Form Of Note For Fullerton/MUwaukee Redevelopment Project) ^ (Page 2 of 2)

SBIF/TIF - Fullerton/Milwaukee 1 Date Payment Interest Principal Balance

5 01/01/2005 99,483.01 48,250.92 51,232.09 507,119.94 2005 Totals 99,483.01 48,250.92 51,232.09

6 01/01/2006 99,483.01 43,703.88 55,779.13 451,340.81 2006 Totals 99,483.01 43,703.88 55,779.13

7 01/01/2007 99,483.01 38,896.80 60,586.21 390,754.60 2007 Totals 99,483.01 38,896.80 60,586.21

8 01/01/2008 99,483.01 33,675.45 65,807.56 324,947.04 2008 Totals 99,483.01 33,675.45 65,807.56

9 01/01/2009 99,483.01 28,080.84 1 71,402.17 253,544.87 2009 Totals -99,483.01 28,080.84 ' 71,402.17

10 01/01/2010 99,483.01 21,850.64 77,632.37 175,912.50 2010 Totals 99,483.01 21,850.64 77,632.37

11 01/01/2011 99,483.01 15,160.24 84,322.77 91,589.73 2011 Totals 99,483.01 15,160.24 84,322.77

12 01/01/2012 99,483.01 7,893.28 91,589.73 0.00 2012 Totals 99,483.01 7,893.28 91,589.73

Grand Totals 1,004,912.04 304,912.04 700,000.00

Last interest amount increased by 0.03 due to rounding. 10/2/2002 REPORTS OF COMMITTEES 94285

AUTHORIZATION FOR ISSUANCE OF CITY OF CHICAGO TAX INCREMENT ALLOCATION REVENUE NOTES (WESTERN AVENUE NORTH REDEVELOPMENT PROJECT) TAXABLE SERIES 2002.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration an ordinance authorizing the issuance of a City of Chicago Tax Increment Allocation Revenue Note (Westem Avenue North Redevelopment Project) Taxable Series 2002, amount of note not to exceed $1,000,000, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted wdth the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 47.

Nays — None.

Alderman Beavers moved to reconsider the foregoing vote. The motion was lost. 94286 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

The following is said ordinance as passed:

WHEREAS, Pursuant to an ordinance adopted by the City CouncU ("City CouncU") ofthe City ofChicago (the "City") on Januaiy 12, 2000, a certain redevelopment plan and project (the "Plan and Project") for the Western Avenue North Redevelopment Project Area (the "Area") was approved pursuant to and in accordance wdth the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11-74.4-1, et seq.) (the "Act"); and

WHEREAS, Pursuant to an ordinance adopted by the City Council on January 12, 2000, the Area was designated as a redevelopment project area pursuant to and in accordance with the Act; and

WHEREAS, Pursuant to an ordinance adopted by the City Council on Januaiy 12, 2000 (the "T.I.F. Ordinance"), tax increment allocation financing was adopted pursuant to and in accordance with the Act as a means of financing certain redevelopment project costs, as defined in the Act, incurred pursuant to the Plan and Project (the "Redevelopment Project Costs") and directed that the allocation of ad valorem taxes arising from levies by taxing districts upon the taxable real property in the Area and tax rates be divided in accordance with the Act and as described in the T.I.F. Ordinance; and

WHEREAS, The City is a home rule unit of govemment under Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois and, as such, is authorized to issue obligations pursuant to the Act for the purpose of financing Redevelopment Project Costs; and

WHEREAS, The City Council ofthe City has determined that it is necessary and in the best interest of the City to issue a tax increment allocation note for the purpose of paying Redevelopment Project Costs and other costs related to the issuance of the note; now, therefore.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. The above recitals are incorporated herein and made a part hereoL

SECTION 2. There shall be bonowed for and on behalfofthe City an amount not to exceed One Million Dollars ($1,000,000) and a note ofthe City shall be issued up to said amount and shall be designated "City of Chicago Tax Increment Allocation Revenue Note (Westem Avenue North Redevelopment Project), Taxable Series 2002" (the "Note") for the purposes of (a) paying a portion ofthe Redevelopment Project Costs in the Area, (b) funding certain capitalized interest on the Note, if any, (c) funding a debt service reserve and (d) pajdng the commitment fee (as defined herein) and certain expenses incurred in connection with the issuance of the Note. The Note shall be substantially in the form attached hereto as Exhibit A and made a part 10/2/2002 REPORTS OF COMMITTEES 94287

hereof, with such additions or modifications as shall be determined to be necessary, by the Chief Financial Officer of the City or, if there is no such officer then holding said office, the City Comptroller (either officer refened to hereunder as the "Chief Financial Officer"), at the time oflssuance to reflect the purpose ofthe issue. The Note shall have the terms and prorisions set forth in this ordinance and the Note form. The proceeds of the Note are hereby appropriated for the purposes set forth in this Section 2.

The Note shall mature not later than January 1, 2012 and shall bear interest at a rate not to exceed eight and zero-tenths percent (8.0%) per annum, from the date ofthe Note until the principal amount ofthe Note is paid, such interest (computed on the basis of a three hundred sixty (360) day year of twelve (12) thirty (30) day months) being payable on January 1 ofeach year, commencing January 1, 2003. Pajonents on the Note shall be payable annually on January 1, commencing Januaty 1, 2003, pursuant to Schedule 1 ofthe Note. The principal ofthe Note may be prepaid at the option of the City, in whole or in part, from any available funds, at any time without penalty or premium. Any prepajonents on the debt service of the Note shall be made in inverse order of maturity.

SECTION 3. Pajonents on the Note shall be paid by check or draft of the comptroller ofthe City, as registrar and pajdng agent (the "Registrar"), payable in lawful money ofthe United States of America to the person in whose name the Note is registered at the close of business on the fifteenth (15*^) day of the month immediately prior to the applicable payment date, unless the City has been directed to make such payment in another manner by written notice given to the Registrar by the registered owner at least thirty (30) days prior to the applicable payment date; provided, that the final installment of the principal and accrued but unpaid interest ofthe Note shall be payable in lawful money ofthe United States of America at the principal office of the Registrar.

SECTION 4. The City shall cause books (the "Register") for the registration and for the transfer of the Note as provided in this ordinance to be kept at the principal office of the Registrar, which is hereby constituted and appointed the Registrar of the City for the Note. The City is authorized to prepare, and the Registrar shall keep custody of, multiple Note blanks executed by the City for use in the transfer of the Note.

Upon surrender for transfer ofthe Note at the principal office ofthe Registrar, duly endorsed by, or accompanied by a written instrument or instmments of transfer in 94288 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

form satisfactory to the Registrar and duly executed by, the registered owner or his attomey duly authorized in writing, the City shall execute and the Registiar shall date and deliver in the name of the transferee or transferees a new fully registered Note ofthe same maturity, of authorized denomination, for a like aggregate principal amount. The execution by the City of the fully registered Note shall constitute full and due authorization of the Note and the Registrar shall thereby be authorized to date and deliver the Note, provided, however, that the principal amount ofthe Note delivered by the Registrar shall not exceed the authorized principal amount of the Note less previous retirements. The Registrar shall not be required to transfer or exchange the Note during the period beginning at the close of business on the fifteenth (15**") day ofthe month immediately prior to the maturity date ofthe Note.

The person in whose name the Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal ofthe Note shall be made only to or upon the order ofthe registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Note to the extent ofthe sum or sums so paid.

SECTION 5. Subject to the Umitations set forth in Section 2 hereof, the Chief Financial Officer is authorized to detennine the terms of the Note and to issue the Note on such terms as the Chief Financial Officer may deem to be in the best interests of the City. In connection with the issuance of the Note, the Chief Financial Officer shall make the following determinations: (a) the aggregate principal amount ofthe Note; (b) the maturity ofthe Note; (c) the annual interest rate or rates payable on the Note; (d) the dated date ofthe Note; (e) the schedule for funding the debt service reserve requirement (as hereinafter defined); (f) the designation ofa tmstee, ifany; and (g) the use of proceeds derived from the issuance ofthe Note.

SECTION 6. (a) Special Tax AUocation Fund. Pursuant to the T.I.F. Ordinance, the City has created the Western Avenue North Redevelopment Project Area Special Tax Allocation Fund (the "Tax Allocation Fund"). The Tax Allocation Fund shall be held by the City, except as hereinafter expressly provided, separate and apart from all other funds and accounts of the City. All of the Incremental Taxes shall be set aside as collected and deposited by the City Treasurer in the Tax Allocation Fund. "Incremental Taxes" means the ad valorem taxes, if any, arising from the tax levies upon taxable real property in the Area by any and all taxing districts or municipal corporations having the power to tax real property in the Area, which taxes are attributable to the increase in the then current equalized assessed valuation ofeach taxable lot, block, tract or parcel of real property in the Area over and above the certified initial equalized assessed value ofeach such piece ofproperty, as certified 10/2/2002 REPORTS OF COMMITTEES 94289

by the Clerk ofthe County of Cook, Illinois in accordance with Section 5/11-74.4-9 of the Act.

(b) Note Fund. There is hereby created within the Tax Allocation Fund a special account to be known as the "Note Fund" (the "Note Fund"). The City shall promptly designate and deposit into the Note Fund all pledged revenues. "Pledged Revenues" means those Incremental Taxes and any other revenues from any source whatsoever in the amount (i) designated in Schedule 1 of the Note to pay principal of and interest on the Note and (ii) necessary to meet the debt service reserve requirement, as hereinafter defined, which Pledged Revenues include, without limitation, amounts on deposit in and pledged to various funds and accounts (other than the expense fund and the General Account), together with interest earnings thereon. The Note is secured by a pledge of all Pledged Revenues, and such pledge is irrevocable until the obligations ofthe City are discharged under this ordinance. The monies on deposit in the Note Fund shall be used by the City solely and only for the purpose of canying out the terms and conditions of this ordinance and, except as otherwise provided in this ordinance, shall be deposited in the manner described below to the separate accounts created by this ordinance within the Note Fund to be known as the "Principal and Interest Account", the "Debt Service Reserve Account" and the "General Account". These accounts may be held by the City or by a depository or depositories selected by the Chief Financial Officer. As monies are deposited by the City into the Note Fund, they shall be credited in the following order of priority:

(i) Principal And Interest Account. Prior to each pajonent date, commencing with the Januaiy 1, 2003 pajonent date, the City shall credit and deposit into the Principal and Interest Account an amount of Pledged Revenues and, as needed, an amount of funds from the capitalized interest subaccount (as defined below), that together shall not exceed the amount required to pay on the Note on the applicable payment date. Except as provided below, such monies shall be used solely and only for the purpose of pajdng the Note as the same become due.

On or before thirty (30) days prior to each pajonent date on the Note, the City shall determine (A) the amount of Pledged Revenues to the credit of the Principal and Interest Account and (B) the amount of capitalized interest subaccount proceeds, together with investment eamings on those proceeds, to the credit ofthe Principal and Interest Account. Monies to the credit of the capitalized interest subaccount, if any, shall be the first monies applied by the City to make pajonent on the Note. The City shall determine the amount, if any (after taking into account the amounts on deposit in the Principal and Interest Account from (A) and (B) above), required to pay principal, interest and expenses, if any, on such payment date, which additional amount shall be transferred from the Debt Service Reserve Account to the Principal and Interest Account. Funds to the credit ofthe Principal and Interest Account in excess of such necessary amount shall first be transferred to the Debt Service Reserve Account as provided below and shall next be paid to and credited to the General Account as described below. 94290 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

(ii) Debt Service Reserve Account. To the extent not satisfied under subsection (d) of Section 8 hereof, the City shall next transfer the balance of the Pledged Revenues into the Debt Service Reserve Account until such account aggregates an ainount equal to ten percent (10%) of the aggregate principal amount ofthe Note (the "Debt Service Reserve Requirement"), and thereafter no such pajonents shall be made into that account, except that when any money is paid out of that account, pajonents shall be resumed and continued until that account has been restored to an aggregate amount equal to the Debt Service Reserve Requirement. A portion ofthe proceeds derived from the sale ofthe Note shall be deposited to and held in the Debt Service Reserve Account pursuant to Section 8 hereof and, thereafter, the Chief Financial Officer is authorized and directed to determine and approve the schedule for fully funding the Debt Service Reserve Requirement pursuant to Section 5 hereof on behalf of and in the name of the City. Monies on deposit in the Debt Service Reserve Account shall be transfened to the Principal and Interest Account as may be necessary from time to time to prevent or remedy a failure to pay principal of or interest on the Note.

(iii) General Account. The balance of the Pledged Revenues remaining after crediting the required amounts to the respective accounts provided for above shall be credited to the General Account. Monies deposited in the General Account shall be transferred by the City first, if necessary, to remedy any deficiencies in any prior accounts in the Note Fund; second, at the direction of the Chief Financial Officer, for one (1) or more ofthe following purposes, without priority among them:

(A) for the purpose of paying any Redevelopment Project Costs; or

(B) for the purpose of prepaying the Note; or

(C) for the purpose of distribution of such funds to the taxing districts or municipal corporations having the power to tax real property in the Area in accordance wdth the Act.

Amounts on deposit in the General Account are not pledged to the pajonent ofthe Note.

(c) Investments. The monies on deposit in the Tax Allocation Fund and the various accounts therein may be invested from time to time in investments authorized by Chapter 2-32-520 ofthe Municipal Code ofChicago, as amended from time to time, pursuant to directions from the Chief Financial Officer. Any such investments may be sold from time to time by the City as monies may be needed for the purposes for which the Tax Allocation Fund and such accounts have been created. In addition, such investments may be sold when necessary to remedy any deficiency in the Note Fund or such accounts created therein. In the absence of such direction, such investment earnings shall be credited to and held in the Debt 10/2/2002 REPORTS OF COMMITTEES 94291

Service Reserve Account so long as the credit balance in said account is less than the Debt Service Reserve Requirement, and next shall be transferred to the Tax Allocation Fund. All other investment earnings shall be attributed to the account within the Tax Allocation Fund for which the investment was made.

SECTION 7. The Note, together with the interest thereon, is a limited obligation of the City, payable solely and only from Pledged Revenues, including the Incremental Taxes as provided in this ordinance. No registered owner of any Note shall have the right to compel the exercise of any taxing power of the City for pajonent of principal of or interest on the Note. The Note does not constitute an indebtedness of the City within the meaning of any statutoiy or constitutional provision, except as herein provided.

SECTION 8. The proceeds derived from the sale of the Note shall be used as follows:

(a) accrued interest received by the City upon the sale of the Note shall be deposited in a "Capitalized Interest Subaccount" of the Principal and Interest Account;

(b) the City shall then allocate from Note proceeds an amount not to exceed Ten Thousand DoUars ($10,000) as a "Commitment Fee". Such Commitment Fee shall be disbursed by the Chief Financial Officer to the registered owner ofthe Note at the time and place directed by the registered owner of the Note;

(c) the City shall then allocate from Note proceeds an amount not to exceed Ten Thousand Dollars ($10,000) for expenses incurred in the issuance of the Note, which shall be deposited into an "Expense Fund" to be maintained by the Chief Financial Officer and disbursed for such issuance expenses from time to time in accordance with usual City procedures for the disbursement of funds. Monies not disbursed from the Expense Fund within six (6) months from the date of the issuance of the Note shall be transferred by the Chief Financial Officer to the Project Fund described below, and any deficiencies in the Expense Fund shall be paid by disbursement from the Project Fund;

(d) the City shall then allocate from Note proceeds an amount equal to the Debt Service Reserve Requirement, which shall be deposited into the Debt Service Reserve Account;

(e) the remaining proceeds of the Note shall be set aside in a separate fund created by this ordinance and designated as the "Project Fund-Series 2002 (the "Project Fund"), which the City shall maintain. Monies in the Project Fund shall be withdrawn from time to time as needed for the pajonent of Redevelopment Project Costs, the City's administrative fee and the fees and expenses incidental to the Plan and Project not paid out of the Expense Fund. 94292 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

SECTION 9. The provisions ofthis ordinance shall constitute a contract between the City and the registered owner of the Note.

SECTION 11. If any provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such provision shall not affect any ofthe other provisions ofthis ordinance.

SECTION 12. All ordinances, resolutions, motions or orders in conflict with this ordinance are hereby repealed to the extent of such conflict.

SECTION 13. This ordinance shall be in full force and effect immediately upon its passage.

Exhibit "A" referred to in this ordinance reads as follows:

ExhibU "A".

Form Of Note.

State Of Illinois

County Of Cook

City Of Chicago

Tax Increment Allocation Revenue Note (Western Avenue North Redevelopment Project) Taxable Series 2002.

Sole Note: , Principal Amount:

Registered Number 1 $1,000,000 10/2/2002 REPORTS OF COMMITTEES 94293

Interest Rate: Maturity Date: Dated Date:

8.0% January 1, 2012 ,2002

Registered Owner: Community Bank of Ravenswood

[1] The City of Chicago (the "City") acknowledges itself to owe, and for value received promises to pay from the source and as hereinafter provided to the Registered Owner identified above, or registered assigns as provided below, the Principal Amount identified above and to pay interest (computed on the basis of a three hundred sixty (360) day year of twelve (12) thirty (30) day months) on such Principal Amount from the date of this Note or from the most recent interest payment date to which interest has been paid at the Interest Rate per annum set forth above, per the payment schedule attached hereto as Schedule 1, unfil the Principal Amount is paid, except as the provisions set forth in this Note with respect to prepajonent prior to maturity are and become applicable to this Note. No interest shall accrue on this Note after its maturity unless this Note shall have been presented for pajonent at maturity and shall not have been paid. The principal of and interest on this Note are payable in any coin or cunency that at the time of pajonent is legal tender for the pajonent of public and private debts. Both the principal of this Note and the interest payable on this Note are payable at the office of the City Comptroller, presently located at 33 North LaSalle Street, Room 600, Chicago, Illinois 60602, as Note registrar and paying agent (the "Registrar"). Payment of principal of and interest on this Note shall be made on each applicable payment date to the Registered Owner of this Note on the registration books of the City maintained by the Registrar at the close ofbusiness on the fifteenth (15*) day ofthe month next preceding the applicable pajonent date and shall be paid by check or draft of the Registrar mailed to the address of such Registered Owner as it appears on such registration books or at such other address furnished in writing by such Registered Owoier to the Registrar.

above the initial equalized assessed value of each such piece of property as of , as determined by the County Clerk of The County of Cook, Illinois, in accordance with the provisions ofthe Act (the "Incremental Taxes"). This Note is being issued for the purpose of providing funds to pay a portion of the Project Costs which have been approved for the Project Area, all as more fully described in an ordinance authorizing the issuance of this Note (the "Note Ordinance") adopted by the City Council of the City on , to all the provisions of which the Registered Owner by the acceptance ofthis Note assents. This Note, together with the interest on this Note, are limited obligations of the City, payable solely from Pledged Revenues, including the Incremental Taxes and the amounts on deposit in and pledged to the various funds and accounts as provided in the Note Ordinance. For the prompt pajonent ofthis Note, both principal and interest, as stated above, at maturity, the Pledged Revenues are hereby irrevocably pledged. This Note Does Not Constitute An Indebtedness Of The City Within The Meaning Of Any Constitutional Or Statutory Provision Or Limitation, Except As Herein Provided. No Registered Owner Of This Note Shall Have The Right To Compel The Exercise Of Any Taxing Power Of The City For Payment Of Principal Of Or Interest On This Note.

[3] Under the Act and the Note Ordinance, the Incremental Taxes shall be deposited in the Westem Avenue North Redevelopment Project Area Special Tax Allocation Fund ofthe City (the "Tax Allocation Fund"). Monies on deposit in the Note Fund created within the Tax Allocation Fund shall be used ahd are pledged for pajdng the principal of and interest on this Note and then in making any further required payments to the funds and accounts as provided by the terms of the Note Ordinance.

[4] It is hereby certified and recited that all conditions, acts and things required by law to exist or to be done precedent to and in the issuance ofthis Note did exist, have happened, been done and performed in regular and due form and time as required by law, and the City by this Note covenants and agrees that it has made provision for the segregation of those Incremental Taxes to be deposited in the Note Fund, and that it will properly account for those taxes and will comply with all the covenants of and maintain the funds and accounts as provided by the Note Ordinance.

[5] This Note is issued initially in fully registered form and is transferable by the Registered Owner thereof in person or by his attomey duly authorized in writing at the office ofthe Registrar in Chicago, Illinois, but only in the manner, subject to the limitations and upon payment ofthe charges provided in the Note Ordinance, and upon surrender and cancellation of this Note. Upon such transfer a new Note or Notes of authorized denominations ofthe same maturity and for the same aggregate principal amount will be issued to the transferee in exchange for the old Note or Notes. 10/2/2002 REPORTS OF COMMITTEES 94295

[7] This Note may be prepaid prior to maturity at the option of the City, in whole or in part on any date from any available funds of the City without penalty or premium. Any prepajonents on the debt service of this Note shall be made in inverse order of maturity.

[8] The rights and obligations ofthe City and ofthe Registered Owner ofthis Note may be modified or amended at any time with the consent of the City and of the Registered Owner of not less than a majority in outstanding principal amount of this Note, provided that no such modification or amendment shall extend the maturity or reduce the interest rate on or otherwise alter or impair the obligation of the City to pay the principal of and interest on this Note, at the time and place and at the rate and in the cunency provided in the Note Ordinance without the express consent of the Registered Owner of such Note or permit the creation of a preference or priority of any Note or Notes over any other Note or Notes.

[Seal] Mayor

City Clerk

(Assignment)

For Value Received, The undersigned hereby sells, assigns and transfers unto

(Name and Address of Assignee) 94296 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

the within Note and does hereby irrevocably constitute and appoint or its successor as attorney to transfer the said Note on the books kept for registration thereof wdth full power of substitution in the premises.

Dated:

Signature Guaranteed:

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

Schedule 1 referred to in this Form of Note for Western Avenue North Redevelopment Project reads as follows:

Schedule 1. (To Form Of Note For Western Avenue North Redevelopment Project)

Estimated Straightline Amortization Calculation for Western Avenue North SBIF Note.

Original Balance Original Rate Term In Years First payment

$1,000,000 8% 10 January, 2003

Principal And Interest Principal Interest

Year 1 $ 149,777.23 $ 68,666.12 $ 81,111.11

Year 2 149,777.23 74,235.70 75,541.53

Year 3 149,777.23 80,257.05 69,520.18

Year 4 149,777.23 86,766.78 63,010.45 10/2/2002 REPORTS OF COMMITTEES '94297

Prii icipal And Interest Principal Interest

Year 5 $ 149,777.23 $ 93,804.53 $ 55,972.70

Year 6 149,777.23 101,413.12 48,364.11

Year 7 149,777.23 109,638.85 40,138.38

Year 8 149,777.23 118,531.78 31,245.45

Year 9 149,777.23 128,146.03 21,631.20

Year 10 149,777.19 138,540.04 11,237.15

TOTALS: $1,497,772.26 $1,000,000.00 $497,772.26

DESIGNATION OF LAKE PARK CRESCENT ASSOCIATES I, LIMITED PARTNERSHIP AS PROJECT DEVELOPER AND AUTHORIZATION FOR EXECUTION OF REDEVELOPMENT AGREEMENT FOR PROPERTY WITHIN NORTH KENWOOD/OAKLAND CONSERVATION AREA.

The Committee on Finance submitted the followdng report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration an ordinance authorizing the execution of a redevelopment agreement wdth Lake Park Crescent Associates I, Limited Partnership, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith. 94298 JOURNAL-CITYCOUNCIL-CHICAGO '1072/2002

This recommendation was concuned in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVUle, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 47.

Nays — None. )

Alderman Beavers moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

WHEREAS, Pursuant to an ordinance adopted by the City CouncU ("City CouncU") ofthe City ofChicago (the "City") on March 27, 2002 and published at pages 81126 through 81218 in the Joumal of the Proceedings of the City Council (the "JoumaF') ofsuch date, a certain redevelopment plan and project (the "Plan") for the Lakefront Tax Increment Financing Redevelopment Project Area (the "Area") was approved pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11-74.4-1, et seq.) (the "Act"); and

WHEREAS, Pursuant to an ordinance adopted by the City Council on March 27, 2002 and pubUshed at pages 81219 through 81224 in the Joumal of such date, the Area was designated as a redevelopment project area pursuant to the Act; and

WHEREAS, Pursuant to an ordinance (the "T.I.F. Ordinance") adopted by the City CouncU on March 27, 2002 and pubUshed at pages 81225 through 81230 in the 10/2/2002 REPORTS OF COMMITTEES 94299

Joumal of such date, tax increment aUocation financing was adopted pursuant to the Act as a means of financing certain Area redevelopment project costs (as defined in the Act) incurred pursuant to the Plan; and

WHEREAS, The Area is located within the North Kenwood/Oakland Conservation Area (the "Conservation Area") which was established and a conservation plan (the "Conservation Plan") for which was approved by the City Council on October 14, 1992, and amended by Amendment Number 1 approved by City Council in January, 1997; Amendment Number 2 approved by City Council in Febmary 13, 2002; and

WHEREAS, A request for proposals entitled, "Redevelopment ofthe Lakefront Site" (the "R.F.P.") was jointly issued by the Habitat Company, as court-appointed receiver for the C.H.A., and by the Department ofPlanning and Development ofthe City on September 15, 1999 and resulted in the issuance and advertisement ofthe R.F.P. for the development of a mixed-income housing project on certain real property, including the C.H.A. Property (as defined below); and

WHEREAS, A proposal submitted by Draper 85 Kramer, Incorporated ("Draper 85 Kramer") for the development of the R.F.P. site was subsequently selected as the most responsive proposal to the R.F.P. and Draper 86 Kramer, or one (1) or more entities to be controlled by Draper 85 Kramer, was designated as the developer for the R.F.P. site; and

WHEREAS, The Board of Commissioners of the C.H.A. passed a resolution on March 19, 2002 authorizing the C.H.A. to enter into a development agreement with Lake Park Crescent L.L.C, an affiliate of Draper 85 Kramer, for the development of the R.F.P. site; and

WHEREAS, Draper 85 Kramer, Incorporated has also formed, owois and controls Lake Park Crescent GP I, L.L.C, an Illinois limited liability company, which shall serve as the sole general partner of Lake Park Crescent Associates I, L.P., an Illinois limited partnership (the "Developer"); and

WHEREAS, Consistent with the Plan, the Conservation Plan and the R.F.P., the Developer will acquire a ninety-nine (99) year leasehold interest from the Chicago Housing Authority (the "C.H.A.") to certain real property in the Area generally located north of East 42""^ Street, east of the Illinois Central rail line, south of East 40* Street and west of South Lake Park Avenue in Chicago, Illinois 60653 (the "C.H.A. Property") and will thereafter construct a total of one hundred forty- eight (148) residential rental units on the C.H.A. Property, ofwhich approximately thirty-six (36) wdll be leased at market rates with no income or rent restrictions, approximately sixty (60) will be leased or otherwise made available as public housing units for occupancy by C.H.A. tenants, and approximately fifty-two (52) will be leased at affordable rates to households at or below sixty percent (60%) of area- wide median income for the City of Chicago (the "Project"); and 94300 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

WHEREAS, The Developer has proposed to undertake the redevelopment of the C.H.A. Property in accordance with the Plan, the Conservation Plan and the R.F.P. and pursuant to the terms and conditions of a proposed redevelopment agreement to be executed by the Developer and the City, including but not limited to the acquisition of a leasehold interest in the C.H.A. Property and the construction ofthe improvements described in the immediately preceding recital, to be financed in part by a portion of the incremental taxes, if any, deposited in the Lakefront Tax Increment Financing Redevelopment Project Area Special Tax Allocation Fund (as defined in the T.I.F. Ordinance) pursuant to Section 5/1 l-74.4-8(b) of the Act ("Incremental Taxes"); and

WHEREAS, Pursuant to Resolution 02-CDC-61 adopted by the Community Development Commission of the City of Chicago (the "Commission") on July 9, 2002, the Commission has recommended that the Developer be designated as the developer for the Project and that D.O.H. be authorized to negotiate, execute and deliver on behalfofthe City a redevelopment agreement with the Developer for the Project; now, therefore.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. The above recitals are incorporated herein and made a part hereoL

SECTION 2. The Developer is hereby designated as the developer for the Project pursuant to Section 5/ 11-74.4-4 ofthe Act.

SECTION 3. The Commissioner of D.O.H. (the "Commissioner") or a designee of the Commissioner are each hereby authorized, with the approval of the City's Corporation Counsel as to form and legality, to negotiate, execute and deliver a redevelopment agreement between the Developer and the City substantially in the form attached hereto as Exhibit A and made a part hereof (the "Redevelopment Agreement"), and such other supporting documents as may be necessary to carry out and comply with the provisions of the Redevelopment Agreement, with such changes, deletions and insertions as shall be approved by the persons executing the Redevelopment Agreement.

SECTION 5. All ordinances, resolutions, motions or orders in conflict with this ordinance are hereby repealed to the extent of such conflict.

SECTION 6. This ordinance shall be in full force and effect immediately upon its passage. 10/2/2002 REPORTS OF COMMITTEES 94301

Exhibit "A" referred to in this ordinance reads as follows:

ExhibU "A". (To Ordinance)

Lakefront Transformation Project Rental Redevelopment Agreement.

This Lakefront Transformation Project Rental Redevelopment Agreement (this "Agreement") is made as of this day of , 2002, by and between the City of Chicago, acting by and through its Department of Housing and Lake Park Crescent Associates I, L.P., an Illinois limited partnership, its permitted successors and permitted assigns (the "Rental Developer"). Capitalized terms not otherwise defined herein shall have the meaning given in Section 2.

Recitals.

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

B. Statutory Authority. The City is authorized under the provisions of the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1, et seq., as amended from time to time (the "Act"), to finance projects that eradicate blighted conditions and conservation area factors through the use oftax increment allocation financing for redevelopment projects.

C City Council Authority. To induce redevelopment pursuant to the Act, the City Council of the City (the "City Council") adopted the following ordinances on March 27, 2002: (1) "An Ordinance ofthe City ofChicago, Illinois Approving a Redevelopment Plan for the Lakefront Tax Increment Financing Redevelopment Project Area"; (2) "An Ordinance of the City of Chicago, Illinois Designating the Lakefront Tax Increment Financing Redevelopment Project Area as a Redevelopment Project Area Pursuant to the Tax Increment Allocation Redevelopment Act"; and (3) "An Ordinance of the City of Chicago, Illinois Adopting Tax Increment Allocation Financing for the Lakefront Tax Increment Financing Redevelopment Project Area" 94302 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

(the "T.I.F. Adoption Ordinance") (items (1) — (3) collectively refened to herein as the "T.I.F. Ordinances"). The redevelopment project area referred to above (the "Redevelopment Area") is legally described in (Sub)Exhibit A hereto.

D. The Project. On the Closing Date, the C.H.A. wdll be the owner of the real property described in (Sub)Exhibit B ("C.H.A. Phase I Property"). The C.H.A. Phase I Property is located in the Redevelopment Area and is generally located north of East 42"** Street, west of the Ulinois Central rail line, south of East 40* Street and east of South Lake Park Avenue in Chicago, Illinois 60653.

The C.H.A. Phase I Property is comprised ofthe real property legally described in:

(i) (Sub)Exhibit C-l (the "For Sale Property"), which For Sale Property includes the real property legally described in (Sub)Exhibit C-2 (the "For Sale Fee Simple Property), the real property described in (Sub)Exhibit C-3 (the "For Sale Low-Rise Property"), and the real property described in (Sub)Exhibit C-4 (the "For Sale Mid- Rise Property");

(ii) (Sub)Exhibit D (the "Rental Property");

(iii) (Sub)Exhibit E (the "C.H.A. Park District Property"); and

(iv) (Sub)Exhibit F (which consists of a Plat of Dedication/Subdivision) and identified thereon as property to be dedicated by the C.H.A. as a public right-of- way (the "C.H.A. R.O.W. Property").

On the Closing Date, the City will be the owner of the real property described in (Sub)Exhibit G-l (the "City Property"), which the City acquired from the Regional Transportation Authority for the Project. The City Property is comprised ofthe real property legally described in (Sub)Exhibit G-2 (the "City Park District Property") and the real property legally described on (Sub)Exhibit H (which consists of a Plat of Opening) and identified thereon as property to be opened by the City as a public right-of-way (the "City R.O.W. Property").

After the formation ofthe Redevelopment Area, but prior to the Closing Date, the City and the C.H.A. initiated certain site preparation work on the C.H.A. Phase I Property. This site preparation work has included clearing and grading of land, environmental investigation activities and the constmction of certain public improvements, including water and sewer lines and roads, all in order to prepare the C.H.A. Phase I Property for the construction ofthe improvements contemplated by this Agreement and the For Sale Redevelopment Agreement (as hereinafter defined).

The project contemplated by this Agreement consists of the rental portion of a larger redevelopment project that is anticipated to result in the new constmction 10/2/2002 REPORTS OF COMMITTEES 94303^'

of two hundred ninety-one (291) units ofresidential housing on the C.H.A. Phase I Property in a mixed-income residential housing development. The Project is itself the first phase ofthe C.H.A.'s three (3)-phase Lakefront transformation project, which, when completed, is anticipated to result in the new construction of four hundred ninety (490) residential units in the Redevelopment Area.

The larger redevelopment project will include the construction of one hundred forty-three (143) for-sale units by Lakefront Associates 1, L.L.C, an Illinois limited liability company, its permitted successors and permitted assigns (the "For Sale Developer") (as more fully described below, the "For Sale Development"). The completion of the For Sale Development, although discussed herein in order to provide a complete description ofthe larger redevelopment project, is not required under this Agreement and wdll be the subject of the For Sale Redevelopment Agreement.

The project contemplated and governed by this Agreement includes the construction ofone hundred forty-eight (148) rental units (as more fully described below, the "Rental Development"). Ofthe one hundred forty-eight (148) units in the Rental Development, thirty-six (36) will be Market Rate Rental Units, fifty-two (52) will be Affordable Rental Units and sixty (60) will be PubUc Housing Rental Units.

On the Closing Date, the City will record the Plat of Vacation, the form ofwhich is attached hereto as (Sub)Exhibit I, vacating the public right of way depicted thereon. The City will also record the Plat of Opening opening the public right-of- way depicted thereon. The City will also convey the City Park District Property to the C.P.D. or accomplish such conveyance by dedication on the Plat of Dedication/ Subdivision.

On the Closing Date, the C.H.A. wdll record the Plat of Dedication/Subdivision, thereby dedicating the C.H.A. R.O.W. Property as a public right-of-way and creating the subdivided lots described therein. The C.H.A. will also convey the C.H.A. Park District Property to the C.P.D.

On the Closing Date, the C.H.A. and the Rental Developer will execute the Rental Property Lease, demising the Rental Property to the Rental Developer, and record it against the Rental Property. The Rental Developer will then proceed to constmct the Rental Development, which includes one hundred forty-eight (148) rental units. Of these one hundred forty-eight (148) units, approximately seventy-two (72) will be located in twelve (12) six (6) flats and seventy-six (76) will be located in mid-rise building (the "Rental Mid-Rise Building"). Ofthe one hundred forty-eight (148) units, thirty-six (36) will be rented Market Rate Rental Units, fifty-two (52) will be Affordable Rental Units and sixty (60) will be Public Housing Rental Units. (Sub)Exhibit J attached hereto and made a part hereof describes the location, bedroom size and accessibility and adaptability features ofthe rental buildings and whether the units in such buildings are Market Rate Rental Units, Affordable Rental Units or Public Housing Rental Units. The Rental Development Buildings will not. 94304 • JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

as a part ofthe Project, be submitted to the Condominium Property Act but will be owoied by the Rental Developer and operated in accordance with the Governing Documents.

Construction of the Rental Buildings will be financed by the Rental Financing. With respect to such Rental Financing, unless the Commissioner, in his sole discretion, determines otherwise, and subject to such funding adjustments as may be necessary due to ineligible costs or other legal limitations relating to the applicable Lender Financing, the Rental Financing shall be funded as follows: not less than fifty percent (50%) of Tax Credit Equity will be funded first (P'); the I.H.D.A. Loan, the C.H.A. Loan and the City Loan would be funded second (2"**), on a pro rata basis, and the F.H.A.-Insured Loan will be funded third (3'^''). The remaining fifty percent (50%) of Tax Credit Equity will then be funded.

After the Closing Date, the City and the C.H.A. will retain the right to go onto the C.H.A. Phase I Property as necessary in order to complete certain ongoing environmental investigation and remediation work applicable to certain portions of the Property with the intent of obtaining one or more "No Further Remediation Letters" covering the C.H.A. Phase I Property from the Illinois Environmental Protection Agency pursuant to the Illinois Site Remediation Program, 415 ILCS 5/58, et seq.. Such entries shall be coordinated wdth the Rental Developer, the For Sale Developer and the General Contractor. The General Contractor shall, as part of its General Contract and the construction of the Project, be responsible for compljdng with the requirements of the Remedial Action Plan approved by the Illinois Environmental Protection Agency and applicable to the C.H.A. Phase I Property, unless the For Sale Developer, the Rental Developer, the City and the C.H.A. agree to the performance of such work by another contractor or subcontractor.

As part of the Project, the Rental Developer and the For Sale Developer will also construct the Infrastructure Improvements. Certain utility, telecommunication and cable companies wdll also construct certain improvements necessary to provide utility and other services for the Project.

The Rental Developer's obligations (and those of its General Contractor) as described in this Recital D, together with the operation ofthe Rental Development in accordance with this Agreement and the Governing Documents, is collectively referred to herein as the "Project". The Project will be paid for in part by the payment of Available Incremental Taxes for the T.I.F.-Funded Interest Costs set forth on (Sub)Exhibit K.

The completion ofthe Project would not reasonably be anticipated without the City Funds to be disbursed pursuant to this Agreement. But for the Rental Developer's execution of this Agreement, the City would be unwilling to include the City Property in the Project or provide the City Funds or other City financing for the Project. 10/2/2002 REPORTS OF COMMITTEES 94305

In addition, the parties have agreed to impose certain affordabiUty requirements applicable to the Project; to provide for the pajonent ofCity Funds for certain T.I.F.- Funded Interest Costs; to provide the City certain rights and remedies to assure that the above objectives are realized; and to provide for the other undertakings set forth in this Agreement by the respective parties.

The description of the Project in this Recital D describes the actual project to be built, the financing for such Project and the required operation of such Project. The terms of this Agreement shall be binding upon the Rental Developer and all successors in title to any portion of the Rental Property.

E. Redevelopment Plan. The Project will be carried out in accordance wdth this Agreement and the City of Chicago Lakefront Tax Increment Financing Redevelopment Project Area Redevelopment Project and Plan the ("Redevelopment Plan") attached hereto as (Sub)Exhibit L.

F. City Financing. Pursuant to the terms and conditions of this Agreement, the City will pay or reimburse the Rental Developer for the T.I.F.-Funded Interest Costs from Available Incremental Taxes (as such terms are defined below) in the manner set forth in the T.I.F. Ordinances (as defined below).

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

Section 1.

Recitals.

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

Section 2.

Definitions. '

For purposes of this agreement, in addition to the terms defined in the foregoing recitals, the followdng terms shall have the meanings set forth below:

"Act" shall have the meaning set forth in Recital B. 94306 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

"Affiliate" shall mean any person or entity directly or indirectly controlling, controlled by or under common control wdth the rental developer or Draper and Kramer, Incorporated.

"Affordable Rental Units" shall mean rental units in the rental development which, during the term of the agreement, shall be occupied by tax credit tenants who pay tax credit rents.

"Agreement" shall have the meaning set forth in the Preamble.

"A.M.I." shall mean Chicago-area median income, adjusted for family (as defined in 24 C.F.R. Part 5.403) size, as determined from time to time by H.U.D.

"Annual Contributions Contract" shall mean the annual contributions contract C-1014 dated December 11, 1995 between the C.H.A. and H.U.D., as amended by the mixed finance amendment to the Consolidated ACC dated , 2002 between the C.H.A. and H.U.D., as amended from time to time.

"Architects" shall mean: (a) Campbell Tiu Campbell, with respect to the rental mid-rise building, and with respect to the provision of master architect services; (b) JH Design Group, Inc., wdth respect to any rowhouses and townhouses included in the rental development (ifany); (c) Ray/Dawson, P.C, with respect to any six (6) flat buildings included in the rental development; and (d) Bauer Latoza, with respect to landscaping design.

"Available Incremental Taxes" shall mean those incremental taxes deposited in the T.I.F. fund attributable to the taxes levied on the rental property, to the extent available, allocated by the city in each fiscal year and in the amounts set forth in (Sub)Exhibit K hereto for payment ofthe T.I.F.-funded interest costs.

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

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

"Certificate" shall mean each of the separate Certificates of Completion issued regarding the constmction of the rental low-rise building and the rental mid-rise building, as described in Section 8.01 hereof

"C.H.A." shall mean the Chicago Housing Authority, a municipal corporation, its successors and assigns.

"C.H.A. Declaration" shall mean the Declaration of Restrictive Covenants between the C.H.A. and the rental developer to be entered into in connection with the C.H.A. loan and recorded on the closing date. 10/2/2002 REPORTS OF COMMITTEES 94307

"C.H.A. Loan" shall mean the financing provided by the C.H.A. for the Rental Project described in (Sub)Exhibit M attached hereto.

"C.H.A. Loan Documents" shall mean all documents evidencing, securing and relating to the C.H.A. Loan.

"C.H.A. Park District Property" shall have the meaning set forth in Recital D.

"C.H.A. Phase I Property" shall have the meaning set forth in Recital D.

"C.H.A. Tenants" shall mean tenants who qualify as being eligible to occupy "public housing" as defined in Section 3(b) of the United States Housing Act of 1937, as amended, and as may hereafter be amended from time to time or any successor legislation, together wdth all regulations implementing the same and who are designated by the C.H.A.

"C.H.A. R8&0 Agreement" shall mean the Regulatory and Operating Agreement dated [ ], 2002 between the C.H.A. and the rental developer.

"C.H.A. R.O.W. Property" shall have the meaning set forth in Recital D.

"Change Order" shall mean any amendment or modification to the applicable Plans and Specifications or the project budget as described in Section 3.03, Section 3.04 and Section 3.05, respectively.

"City" shall mean the City ofChicago, a municipal corporation and a home rule unit of government under Section 6(a), Article VII ofthe 1970 Constitution ofthe State of Illinois, its successors and assign. "City Council" shall have the meaning set forth in Recital C

"City Funds" shall mean the funds described in Section 4.02(b) hereof.

"City Loan" shall mean the financing provided by the City for the rental development described in (Sub)Exhibit M attached hereto.

"City Loan Documents" shall mean all documents evidencing, securing and relating to the City Loan.

"City Mortgage" shall mean the Junior Construction Mortgage, Security Agreement and Financing Statement between the rental developer and the City dated [ ], 2002.

"City Park District Property" shall have the meaning set forth in Recital D.

"City Property" shall have the meaning set forth in Recital D. 94308 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

"City Regulatory Agreement" shall mean the regulatory agreement between the rental developer and the City dated [ ], 2002.

"City R.O.W. Property" shall have the meaning set forth in Recital D.

"City Title Policy" shall mean, with respect to the rental property, a lender's title insurance policy in the most recently revised ALTA or equivalent form, showing fee simple title to such real property in the C.H.A. and the leasehold interest of the rental developer, and insuring the City Mortgage as a second (2"'') priority mortgage lien, subject only to the Rental Permitted Exceptions.

"Closing Date" shall mean the date of execution and delivery of this Agreement by all parties hereto, which shall in no event be later than October 31, 2002, unless the commissioner, in his sole discretion, shall have consented to an extension of such closing date, as evidenced by his execution of this Agreement bearing a date later than October 31, 2002.

"Commissioner" shall mean the Commissioner ofthe Department of Housing of the City, or his or her designee.

"Common Area Agreement" shall mean, ifapplicable, the Lake Park Crescent Common Area Agreement, which shall be entered into and recorded after this Agreement, shall grant certain reciprocal easements between the rental property (excluding the real property on which the rental mid-rise building is located) and the for sale low-rise building property, shall establish certain responsibilities for the maintenance, repair and replacement ofthe Shared Common Areas and the sharing of associated costs, and which shall be substantially in the form attached as (Sub)Exhibit M hereto, with such changes as may be agreed to by the Commissioner, in his sole discretion.

"Corporation Counsel" shall mean the Corporation Counsel of the City.

"C.P.D." shall mean the Chicago Park District, a municipal corporation, its successors and assigns.

"D.O.H." shall mean the Department of Housing ofthe City, and any successor department, division, bureau, commission or agency thereto.

"D.P.D." shall mean the Department of Planning and Development of the City, and any successor department, division, bureau, commission or agency thereto.

"Employer(s)" shall have the meaning set forth in Section 10 hereof.

"Environmental Laws" shall mean any and all federal, state, or local statutes, laws, regulations, ordinances, codes, mles, orders, licenses, judgments, decrees or requirements relating to public health and safety and the environment now or 10/2/2002 REPORTS OF COMMITTEES 94309

hereafter in force, as amended and hereafter amended, including but not limited to (i) the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601, et seq.); (u) any so-called "Superfund" or "Superlien" law; (iii) the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); (iv) the Resource Conservation and Recovery Act (42 U.S.C. Section 6901, et seq.); (v) the Clean Air Act (42 U.S.C. Section 7401, et seq.); (vi) the Clean Water Act (33 U.S.C. Section 1251, et seq.); (vii) the Toxic Substances Control Act (15 U.S.C. Section 2601, et seq.); (viii) the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Section 136, et seq.); (ix) the Illinois Environmental Protection Act (415 ILCS 5/1, et seq.); and (x) the Municipal Code.

"Equity" shall mean funds ofthe rental developer (other than funds derived from lender financing) and including, without limitation, tax credit equity, available for the project, in the amounts set forth in (Sub)Exhibit M attached hereto, which amount may be increased pursuant to Section 4.05 or Section 4.02(b).

"Event of Default" shall have the meaning set forth in Section 15.01 hereof.

"F.H.A.-Insured Loan" shall mean the financing provided by the first mortgagee for the rental development described in (Sub)Exhibit M attached hereto.

"Financial Statements" shall mean complete audited financial statements ofthe rental developer prepared by a certified public accountant in accordance with generally accepted accounting principles and practices consistently applied throughout the appropriate periods, or such other financial statements as may be acceptable to D.O.H., in its sole discretion.

"First Mortgagee" shall mean Project Funding Corp., a California corporation, its successors and assigns, or such other private lender as shall be acceptable to the Commissioner, or the then holder of the F.H.A.-Insured Loan if Project Funding Corp. is not then such holder.

"For Sale Buildings" shall have the meaning set forth in Recital D.

"For Sale Developer" shall have the meaning set forth in Recital D.

"For Sale Development" shall mean the construction ofthe For Sale Buildings, the applicable Infrastructure improvements and any related improvements and landscaping in accordance with the applicable Plans and Specifications.

"For Sale Fee Simple Property" shall have the meaning set forth in Recital D.

"For Sale Low-Rise Buildings" shall have the meaning set forth in Recital D. 94310 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

"For Sale Low-F^se Property" shallhave the meaning set forth in Recital D, and shall include all improvements thereon (whether now existing or hereafter constructed) and all easements, rights, interests and appurtenances thereto.

"For Sale Mid-Rise Building" shall have the meaning set forth in Recital D.

"For Sale Mid-Rise Property" shall have the meaning set forth in Recital D, and shall include all improvements thereon (whether now existing or hereafter constmcted) and all easements, rights, interests and appurtenances thereto.

"For Sale Property" shall have the meaning set forth in Recital D and shall include all improvements thereon (whether now existing or hereafter constmcted) and all easements, rights, interests and appurtenances thereto.

"For Sale Property Lease" shall mean that certain ground lease between the C.H.A. and the For Sale Developer demising the For Sale Property (excluding the For Sale Fee Simple Property) to the For Sale Developer, its successors and assigns, for a term of ninety-nine (99) years, as the same may be amended in accordance with its terms.

"For Sale Redevelopment Agreement" shall mean the redevelopment agreement to be entered into after the date hereof between the For Sale Developer and the City with respect to the For Sale Development and the tax increment financing assistance provided in connection with such development.

"For Sale Single-Family Buildings" shall have the meaning set forth in Recital D.

"General Contractor" shall mean the contractor for the rental development.

"General Partner" shall mean Lake Park Crescent GP I, L.L.C, an Illinois limited liability company, the general partner of the rental developer, together with any additional or successor general partner permitted hereunder.

"Governing Documents" shall mean this Agreement and all exhibits attached hereto, the redevelopment plan, the plat, the common area agreement, the NKO redevelopment plan, the residential planned development, the T.I.F. ordinances, the scope drawings, the Plans and Specifications, project budget and M.B.E./W.B.E. Project Budget, the annual contribution contract, the regulatory agreement, the C.H.A. Declaration, the C.H.A. R&O Agreement, the City Regulatory Agreement, the I.H.D.A. extended use agreement, the I.H.D.A. regulatory agreement, the rental property lease and all amendments thereto, and all federal, state and local laws, ordinances, mles, regulations, executive orders and codes from time to time applicable to the project, the rental property and the rental developer. 10/2/2002 REPORTS OF COMMITTEES 94311

"Hazardous Materials" shall mean any toxic substance, hazardous substance, hazardous material, hazardous chemical or hazardous, toxic or dangerous waste defined or qualifying as such in (or for the purposes of) any environmental law, or any pollutant or contaminant, and shall include, but not be limited to, petroleum (including crude oil), any radioactive material or by-product material, polychlorinated biphenyls and asbestos in any form or condition.

"H.U.D." shall mean the United States Department of Housing and Urban Development.

"I.H.D.A." shall mean the Illinois Housing Development Authority, a body politic and corporate established pursuant to the Illinois Housing Development Act, 20 ILCS 3805/1, et seq., its successors and assigns.

"I.H.D.A. Documents" shall mean all documents evidencing, securing and relating to the I.H.D.A. Loan.

I.H.D.A. Extended Use Agreement" shall mean the extended use agreement between I.H.D.A. and the rental developer dated ( ], 2002.

"I.H.D.A. Loan" shall mean the financing provided by I.H.D.A. for the rental project described in (Sub)Exhibit M attached hereto.

"I.H.D.A. Regulatory Agreement" shall mean the regulatory agreement between I.H.D.A. and the rental developer dated [ ], 2002.

"Incremental Taxes" shall mean such ad valorem taxes which, pursuant to the T.I.F. adoption ordinance and Section 5/11-74.4-8(b) ofthe Act, are allocated to and when collected are paid to the Treasurer of the City for deposit by the Treasurer into the T.I.F. fund to pay redevelopment project costs and obligations incurred in the pajonent thereof.

"Infrastructure Improvements" shall mean the construction by the rental developer ofthe streets, curbs, sidewalks, alleys, parking areas, sewer and water lines, and utilities, to the extent such construction is the responsibility of the rental developer (and not the responsibility of the City, any private utility or the For Sale Developer) as detailed in the rental plans and specifications.

"Intercreditor Agreement" shall mean an intercreditor agreement by and among I.H.D.A., the City, the C.H.A. and the First Mortgagee, as lenders, and reflecting the acknowledgment and approval thereby of the rental developer, as borrower. The Intercreditor Agreement shall be in substantially the form of (Sub)Exhibit O attached hereto, with such changes as may consented to by the Commissioner, in his sole discretion. 94312 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

"Lender Financing" shall mean funds bonowed by the rental developer available to pay for the costs of construction of the rental development and identified on (Sub)Exhibit M attached hereto.

"Lenders" shall mean the providers of the Lender Financing.

"Market Rate Rental Units" shall mean units in the rental development that may be leased to private individuals at market rates without any income qualification or affordability requirements.

"M.B.E.(s)" shall mean a business identified in the Directory ofCeriified Minority Business Enterprises published by the City's Purchasing Department, or otherwise certified by the City's Purchasing Department as a minority-owned business enterprise.

"M.B.E./W.B.E. Budget" shall mean the budget attached hereto as (Sub)Exhibit P-l, as described in Section 10.03.

"Mid-Rise Rental Building" shall have the meaning set forth in Recital D.

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

"NKO Redevelopment Plan" shall mean the North Kenwood/Oakland Conservation Plan as approved by the City Council on [ ], 1992, as amended from time to time. "Non-Governmental Charges" shall mean all non-governmental charges, liens, claims, or encumbrances relating to the rental developer or the rental property or the project.

"Owners' Title Policy" shall mean for the rental property, a leasehold title insurance policy in the most recently revised ALTA or equivalent form, showing fee simple title to such real property in the C.H.A. and insuring the leasehold interest of the rental developer.

"Permitted Liens" shall mean those liens and encumbrances against the rental property set forth in (Sub)Exhibit O, liens arising from any refinancing of the rental financing permitted hereunder, utility and other easements reasonably necessary to the operation of the rental development, leases and subleases contemplated under this Agreement, and liens being contested in accordance with Section 8.15.

"Plat of Opening" shall mean the plat of opening and the related ordinance that shall be recorded prior to the recording of this Redevelopment Agreement in the Recorder's Office of Cook County in the form attached hereto as (Sub)Exhibit H. 10/2/2002 REPORTS OF COMMITTEES 94313

"Plat of Subdivision" shall mean the plat of dedication and subdivision and the related ordinance that shall be recorded prior to the recording of this Redevelopment Agreement in the Recorder's Office of Cook County in the form attached hereto (Sub)Exhibit F.

"Plat of Vacation" shall mean the plat of vacation and the related ordinance that shall be recorded prior to the recording of this Redevelopment Agreement in the Recorder's Office of Cook County and attached hereto as (Sub)Exhibit I.

"Prior Expenditure(s)" shall have the meaning set forth in Section 4.04(a) hereof.

"Project" shall mean the rental development project described in Recital D.

"Project Budget" shall mean the budget attached hereto as (Sub)Exhibit P-2, showing the total constmction cost of the Project improvements by line item, furnished to D.O.H., in accordance with Section 3.04 hereof.

"Project Costs" shall mean all of the costs incurred in connection with the construction of the rental development.

"Public Housing Rental Units" shall mean the sixty (60) units in the rental development which, upon completion of construction, shall be leased to (or otherwise made available for occupancy to C.H.A. Tenants by the rental developer in accordance with the C.H.A. R860 Agreement.

"Recorded Affordability Documents" shall mean this Agreement, the regulatory agreement, the I.H.D.A. Extended Use Agreement, the I.H.D.A. regulatory agreement, the C.H.A. Declaration, the C.H.A. R&O Agreement, the City regulatory agreement and the rental property lease (or recorded memoranda thereof).

"Redevelopment Area" shall have the meaning set forth in Recital C

"Redevelopment Plan" shall have the meaning set forth in Recital F.

"Redevelopment Project Costs" shall mean redevelopment project costs as defined in Section 5/ 1 l-74.4-3(q) of the Act that are included in the budget set forth in the Redevelopment Plan or otherwise referenced in the Redevelopment Plan.

"Regulatory Agreement" shall mean that certain regulatory agreement for Multi- Family Housing Projects dated as of the date hereof and amendments thereto, if any, entered into between the rental developer and H.U.D. with respect to the rental property.

"Rental Buildings" shall have the meaning set forth in Recital D. 94314 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

"Rental Constmction Contract" shall mean that certain contract to be entered into between the rental developer and the General Contractor.

"Rental Developer" shall have the meaning set forth in the Preamble of this Agreement.

"Rental Development" shall mean the constmction of the Rental Buildings and related improvements in accordance with the rental plans and specifications.

"Rental Escrow" shall mean the construction escrow established pursuant to the rental escrow agreement.

"Rental Escrow Agreement" shall mean the rental escrow agreement by and among the First Mortgagee, the City, the C.H.A. and I.H.D.A. as lenders of the rental financing, the title company (or an affiliate ofthe title company), as escrow agent, and the Rental Developer, as borrower, in substantially in the form of (Sub)Exhibit R attached hereto, or in such other form as shall "be acceptable to the Commissioner, in his sole discretion.

"Rental Financing" shall mean the financing described in (Sub)Exhibit M attached hereto.

"Rental Financing Documents" shall mean all documents evidencing, securing and relating to the F.H.A.-Insured Loan, City Loan, the C.H.A. Loan, the I.H.D.A. Loan.

"Rental Plans and Specifications" shall mean the final construction documents containing a site plan and working drawings and specifications for the Rental Buildings, Infrastructure Improvements and landscaping, as approved in accordance with Section 3.03 hereof.

"Rental Property" shall have the meaning set forth in Recital D and shall include all improvements thereon (whether now existing or hereafter constructed) and all easements, rights, interests and appurtenances thereto.

"Rental Property Lease" shall mean the lease to be executed on the Closing Date by the Rental Developer and the C.H.A. leasing the rental property to the Rental Developer for a period of ninety-nine (99) years as the same may be amended from time to time and/or extended in accordance wdth its terms. The form ofthe rental property lease shall be acceptable to the City, in its sole discretion.

"Requisition Form" shall mean the document, in the form attached hereto as (Sub)Exhibit S, to be delivered by the Developer to D.P.D. pursuant to Section 4.04 ofthis Agreement. 10/2/2002 REPORTS OF COMMITTEES 94315

"Residential Planned Development" shall mean the zoning reclassification and Plan of Development Statements approved by the City Council on February 27, 2002 and published in the Joumal of the Proceedings of the City Council at pages 80434 — 80456 and identified as Residential Planned Development Number 817.

"Scope Drawings" shall mean for the Rental Development, the applicable preliminary construction documents containing a site plan and preliminary drawings and specifications for such improvements.

"State" shall have the meaning set forth in Recital A.

"Surplus Cash" shall have the meaning ascribed to it in the Regulatory Agreement.

"Survey" shall mean a plat of survey of the Rental Property (which may also include the For Sale Property) complying with the Minimum Standard Detail Requirements for ALTA/ACSM Land Titie Surveys (1999) dated within one hundred twenty days (120) days prior to the Closing Date, acceptable in form and content to the City and the title company, prepared by a surveyor registered in the State, certified to the City and the title company, and indicating whether the Rental Property is in a flood hazard area as identified by the United States Federal Emergency Management Agency (and updates thereof to reflect improvements to the Rental Property in connection with the construction ofthe applicable portion ofthe Project improvements and related improvements as required by the City or lender(s) providing Lender Financing).

"Tax Credit Equity" shall mean funds of Rental Developer to be derived from the sjoidication of low-income housing tax credits to be purchased by the tax credit limited partner in an amount not less than the amount set forth in (Sub)Exhibit M attached hereto, or such other amount as may be acceptable to the Commissioner, in his sole discretion.

"Tax Credit Limited Partner" shall mean [ ], the limited partner of the Rental Developer, or such other tax credit syndication source acceptable to the City, together with its permitted successors and permitted assigns.

"Tax Credit Rents" shall mean rents charged for units in the Rental Buildings Development occupied by tax credit tenants which comply with the rent restrictions set forth in the Internal Revenue Code, Section 42.

"Tax Credit Tenants" shall mean persons renting units in the Rental Buildings who meet the tenant eligibility set forth in Internal Revenue Code, Section 42.

"Term of the Agreement" shall mean the period of time commencing on the Closing Date and ending on the later of: (a) the date on which all T.I.F. Bonds, if 94316 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

any, evidencing tax increment financing under the Act secured in whole or in part by Incremental Taxes generated by the Project shall be redeemed; or (b) December 31, 2026 (such date being the last day of the calendar year in which taxes levied during the twenty-third (23'"'') year of the life of the Redevelopment Area are collected).

"T.I.F. Adoption Ordinance" shall have the meaning set forth in Recital C

"T.I.F. Bonds" shall have the meaning given in Recital F.

"T.I.F. Bond Ordinance" shall have the meaning given in Recital F.

T.I.F. Bond Proceeds" shall have the meaning given in Recital F.

"T.I.F.-Fund" shall mean the special tax allocation fund created by the City in connection with the Redevelopment Area into which the Incremental Taxes will be deposited.

"T.I.F.-Funded Interest Costs" shall mean those costs which (i) are included within the definition of redevelopment project costs in Section 5/ 1 l-74.4-3(ci) of the Act and are included in the Plan, and (ii) have the meaning set forth in Section 4.02 hereoL

"T.I.F. Ordinances" shall have the meaning set forth in Recital C

"Title Company" shall mean [ ].

"W.A.R.N. Act" shall mean the Worker Adjustment and Retraining Notification Act (29 U.S.C. Section 2101, et seq.), as amended and supplemented from time to time.

"W.B.E.(s)" shall mean a business identified in the Directory ofCeriified Women Business Enterprises published by the City's Purchasing Department, or otherwise certified by the City's Purchasing Department as a women-owned business enterprise.

Section 3.

The Rental Development Project.

3.01 The Rental Development Project.

The Rental Developer shall: (i) commence constmction ofthe Rental Development 10/2/2002 REPORTS OF COMMITTEES '94317

(exclusive of the Rental Mid-Rise Building) no later than November 30, 2002; (ii) complete construction ofthe Rental Development (exclusive ofthe Rental Mid-Rise Building) no later than April 30, 2004; (iii)commence construction of the Rental Mid-Rise Building no later than May 31, 2003; and (iv) complete construction ofthe Rental Mid-F?ise Building no later than September 30, 2004, in each instance subject to the provisions of Section 18.16 of this Agreement. The Project shall be carried out in accordance with the Rental Plans and Specifications for the Project. In the event that H.U.D. grants an extension of time for commencement or completion of construction ofthe Project, the Rental Developer shall notify the City within five (5) business days after receipt of notice of such extension and the foregoing dates shall be automatically extended accordingly.

3.02 Rental Plans And Specifications.

The Rental Plans and Specifications shall conform to the Redevelopment Plan as amended from time to time and shall comply wdth all applicable state and local laws, ordinances and regulations. As of the date hereof, the Rental Developer has delivered to D.O.H., and D.O.H. has approved, the Rental Plans and Specifications, a list of which are attached hereto as (Sub)Exhibit T. The Rental Developer has submitted also all such documents to the City's Building Department, Department ofTransportation and such other City departments or governmental authorities as may be necessary to acquire building permits and other required approvals for the Project.

Any material amendment to the Rental Plans and Specifications must be submitted to D.O.H. for its approval.

3.03 Project Budget.

The Rental Developer has furnished to D.O.H., and D.O.H. has approved, the Project Budget. The Rental Developer hereby certifies to the City that (a) Lender Financing and Tax Credit Equity shall be sufficient to pay all Project Costs (other than the T.I.F.-Funded Interest Costs) and (b) to the best ofthe Rental Developer's knowledge after diligent inquiry, the Project Budget is true, correct and complete in all material respects. The Rental Developer hereby represents to the City that the Lender Financing is (a) along with Tax Credit Equity and the City Funds, necessary to pay for all Project Costs and (b) available to be drawn upon to pay for certain Project Costs in accordance with the terms of the documents securing the Lender Financing.

3.04 Other Approvals.

Construction ofthe Project shall not commence until (a) the Rental Developer has 94318 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

obtained all permits and approvals required by state, federal or local statute, ordinance or regulation, unless the Commissioner, in his sole discretion, agrees to the start of construction with less than complete building permits, and (b) the General Contractor has delivered to the Rental Developer performance and payment bonds in the full amount of the construction contract.

3.05 Survey Updates.

Upon D.O.H. request, the Rental Developer shall provide three (3) as-built Surveys to D.O.H. reflecting improvements made to the Rental Property (which Survey may also include the For Sale Property).

3.06 Architects' Certificates And Periodic Reports.

The Rental Developer has contracted with the Architects on the Project. The Rental Developer's Architects shall each provide the following documents to D.O.H., with respect to their respective scope of work:

(a) at the time of execution of this Agreement, an original executed Architect's Opening Certificate in the form attached hereto as (Sub)Exhibit U-l;

(b) during construction of the Project on a monthly basis, a copy of AIA Form G-703, or a comparable form containing the same information as AIA Form G-703, and inspection reports; and

(c) upon completion ofthe Project, an original executed Architect's Completion Certificate in the form attached hereto as (Sub)Exhibit U-2.

Section 4.

Financing For The Project Costs.

4.01 Initial Financing For The Project.

The Rental Developer shall pay for all of the Project Costs, except the T.I.F.- Funded Interest Costs, using the proceeds ofthe Lender Financing and Tax Credit Equity. 10/2/2002 REPORTS OF COMMITTEES ' 94319

4.02 Reimbursement For T.I.F.-Funded Interest Costs.

(a) The City hereby agrees to pay or reimburse the Rental Developer from Available Incremental Taxes, if any, for a portion of the interest costs incurred by the Rental Developer that will accrue on the F.H.A.-Insured Loan (and, if required, on one (1) or more of the C.H.A. Loan, the City Loan and the I.H.D.A. Loan) (the "T.I.F.-Funded Interest Costs") in each year and in the amounts set forth in (Sub)Exhibit K hereto; provided, however, that in no event shall the amount payable by the City for T.I.F.-Funded Interest Costs exceed the lesser of (x) the maximum amount specified in Section 4.04 or, (y) the lesser of:

(i) seventy-five percent (75%) ofthe annual interest costs on the F.H.A.-Insured loan (and, if required, the C.H.A. Loan, the City Loan and the I.H.D.A. Loan) incurred by the Rental Developer with regard to the Project during that year, . provided that, if there are not sufficient Available Incremental Taxes to make the pajonent pursuant to this subparagraph, then the amounts so due shall accme and be payable when Available Incremental Taxes are available; or

(ii) seventy-five percent (75%) ofthe total (A) cost paid or incurred by the Rental Developer on the Project, plus (B) redevelopment project costs (excluding any property assembly costs and relocation costs) incurred by the City pursuant to the Act.

(b) The amounts payable pursuant to Section 4.02(a) shall be paid by the City in accordance with this Agreement while the Lender Financing remains outstanding and so long as the T.I.F.-Funded Interest Costs, may, under the Act, be legally paid out of Available Incremental Taxes. The amounts payable pursuant to Section 4.02(a) shall be paid annually by the City to the First Mortgagee for distribution to the appropriate parties. The City will pay the First Mortgagee for the T.I.F.-Funded Interest Costs for the Project upon submission by the First Mortgagee to the D.O.H. ofan executed Requisition Form for T.I.F.-Funded Interest Costs in the form attached hereto as (Sub)Exhibit S. The Requisition Form for T.I.F.-Funded Interest Costs shall be sent to D.O.H. on or after November 1 of each year that payment is requested, and shall set forth the date for payment which shall be not less than sixty (60) days from the date of its receipt by the D.O.H.. The City Comptroller shall pay, to the extent of any Available Incremental Taxes then available in the T.I.F.-Fund, the amount requested in the Requisition Form for T.I.F.-Funded Interest Costs within sixty (60) days ofits receipt; provided, that the amount so requested shall not exceed the maximum ainount payable for such year as shown on (Sub)Exhibit K attached hereto, plus any portion of such maximum amount for prior years that has not been paid as a result of insufficient funds. The First Mortgagee shall submit to the D.O.H. and the Department of Finance at the addresses specified in Section 17 copies of monthly invoices sent to the Rental Developer by the First Mortgagee (and, ifapplicable, a statement oflnterest accrued on the City Loan, the C.H.A. Loan and the I.D.H.A. Loan) based on the Rental 94320 JOURNAL-CITY COUNCIL--CHICAGO 10/2/2002

Developer's most recent Financial Statements or such other substantiating evidence as the City may accept) to evidence the accrual of such amounts for T.I.F.-Funded Interest Costs. Upon the City' request, the First Mortgagee will provide any additional supporting documentation. Attached as (Sub)Exhibit V is a schedule of maximum amounts which may be reimbursed as interest cost incurred by the Rental Developer in accordance with the Redevelopment Plan and the limitations provided in Section 1 l-74.4-3(q) (11) of the Act.

4.03 Sufficiency Of Available Incremental Taxes For T.I.F.-Funded Interest Costs.

It is hereby understood and agreed to by the Rental Developer that the City does not make any representations that the amount of the Available Incremental Taxes wdll be sufficient to pay for or reimburse the Rental Developer for any or all of the T.I.F.-Funded Interest Costs.

4.04 Source Of City Funds To Pay T.I.F.-Funded Interest Costs.

Subject to the terms and conditions ofthis Agreement, the City hereby agrees to reserve City Funds from the sources and in the amounts described directly below to pay T.I.F.-Funded Interest Costs:

Source Of City Funds Maximum Amount

Incremental Taxes Attributable $1,700,000 to the Tax Parcels Comprising the Rental Property

The Rental Developer acknowledges and agrees that the City has committed to reserve only the Incremental Taxes attributable to the tax parcels comprising the Rental Property and that the Rental Developer has no right or claim to, and the City shall be free to otherwise reserve, pledge and commit to other redevelopment projects or financing, the Incremental Taxes attributable to the other tax parcels in the Redevelopment Area. The City acknowledges and agrees that the Rental Developer shall have a first priority claim to the Available Incremental Taxes committed and reserved under this Section 4.04. 10/2/2002 REPORTS OF COMMITTEES ' 94321

Section 5.

General Provisions.

5.01 D.O.H. Approval.

Any approval granted by D.O.H. pursuant to this Agreement is for the purposes of this Agreement only and does not affect or constitute any approval required by any other department of the City or pursuant to any City ordinance, code, regulation or any other governmental approval, nor does any approval by D.O.H. pursuant to this Agreement constitute approval ofthe quality, structural soundness or safety of the Rental Property or the Project.

5.02 Other Approvals.

Any D.O.H. approval under this Agreement shall have no effect upon, nor shall it operate as a waiver of, the Rental Developer's obligations to comply with the provisions of Sections 3.02 and 3.04 hereof.

5.03 Signs And Public Relations.

The Rental Developer shall erect a sign of size and style approved by the City in a conspicuous location on the Rental Property during the construction ofthe Project indicating that partial financing is being provided by the City. The City reserves the right to include the name, photograph, artistic rendering of the Project and other pertinent information regarding the Rental Developer, the Rental Property and the Project in the City's promotional literature and communications.

5.04 Utility Connections.

The Rental Developer may connect all on-site water, sanitary, storm and sewer lines constructed on the Rental Property to the City utility lines existing on or near the perimeter of the Rental Property, provided the Rental Developer first complies with all the City requirements goveming such connections, including the payment of customary fees and costs related thereto, subject to any fee and/or cost waivers provided to the Rental Developer by the City, if any.

5.05 Permit Fees.

In connection with the Project, the Rental Developer shall be obligated to pay only those building, permit, engineering, tap on and inspection fees that are assessed on 94322 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

a uniform basis throughout the City and are of general applicability to other property within the City, subject to any fee waivers provided to the Rental Developer by the City, if any.

Section 6.

Conditions.

The following conditions shall be complied with to the City's satisfaction not less than five (5) business days prior to the closing date:

6.01 Titie PoUcy.

The Rental Developer shall provide the City with a copy of the Title Policy showing the Rental Developer in the title to (or holding a leasehold interest in, as applicable) each site comprising the Rental Property.

6.02 Survey.

The Rental Developer shall fumish the City with a Survey of each site comprising the Rental Property (which Survey may also include the For Sale Property, provided that the Rental Property is separately depicted).

6.03 Insurance.

The Rental Developer, at its own expense, shall insure each site comprising the Rental Property in accordance with Section 13 hereof

6.04 Opinion Of Rental Developer's Counsel.

The Rental Developer shall fumish the City with an opinion of counsel upon the execution of this Agreement in the form as may be reasonably required by or acceptable to Corporation Counsel.

6.05 City Loan Closing Conditions.

All conditions precedent to the closing ofthe City Loan shall have been satisfied (or waived in writing by D.O.H. if D.O.H., in its sole discretion, should elect to waive any such closing condition(s)). 10/2/2002 REPORTS OF COMMITTEES 94323

Section 7.

Agreements With Contractors.

7.01 City Resident Emplojonent Requirement.

The Rental Developer agrees for itself and its successors and assigns, and shall contractually obligate its or their various contractors, subcontractors or any Affiliate of the Rental Developer performing construction work related to the Rental Development (individually an "Employer" and collectively, "Employers"), as applicable, to agree, that during the construction ofthe Project they shall comply with the minimum percentage of total worker hours performed by actual residents of the City of Chicago specified in Section 2-92-330 of the Municipal Code of Chicago (at least fifty percent (50%) ofthe total worker hours worked by persons on the site ofthe construction ofthe Project shall be performed by actual residents of the City of Chicago); provided, however, that in addition to complying with this percentage, the Rental Developer and the other Employers shall be required to make good faith efforts to utilize qualified residents of the City of Chicago in both skilled and unskilled labor positions.

The Rental Developer and the other Employers may request a reduction or waiver of this minimum percentage level of total worker hours performed by actual residents ofthe City ofChicago as provided for in Section 2-92-330 ofthe Municipal Code of Chicago in accordance with standards and procedures developed by the Purchasing Agent of the City of Chicago.

"Actual residents ofthe City ofChicago" shall mean persons domiciled within the City of Chicago. The domicile is an individual's one and only tme, fixed and permanent home and principal establishment.

The Rental Developer and the other Employers shall provide for the maintenance of adequate employee residency records to ensure that actual Chicago residents are employed on the Project. The Rental Developer and the other Employers shall maintain copies of personal documents supportive of every Chicago employee's actual record of residence.

Weekly certified payroll reports (United States Department of Labor Form WH-347 or equivalent) shall be submitted to the Commissioner of D.O.H. in triplicate, which shall identify clearly the actual residence of every employee on each submitted certified payroll. The first time that an employee's name appears on a payroll, the date that the company hired the employee should be wo-itten in after the employee's name.

The Rental Developer and the other Employers shall provide full access to their employment records to the Purchasing Agent, the Commissioner of D.O.H., the 94324 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Superintendent of the Chicago Police Department, the Inspector General, or any duly authorized representative thereof The Rental Developer and the other Employers shall maintain all relevant personnel data and records for a period of at least three (3) years after final acceptance of the work constituting the Project as evidenced by the (final) Certificate.

At the direction of D.O.H., affidavits and other supporting documentation will be required of the Rental Developer and the other Employers to verify or clarify an employee's actual address when in doubt or lack of clarity has arisen.

Good faith efforts on the part of the Rental Developer and the other Employers to provide utilization of actual Chicago residents (but not sufficient for the granting of a waiver request as provided for in the standards and procedures developed by the Purchasing Agent) shall not suffice to replace the actual, verified achievement ofthe requirements of this section concerning the worker hours performed by actual Chicago residents.

When work at the Project is completed, in the event that the City has determined that the Rental Developer and the other Employers failed to ensure the fulfillment ofthe requirement ofthis section conceming the worker hours perfonned by actual Chicago residents or has failed to report in the manner as indicated above, the City will thereby be damaged in the failure to provide the benefit of demonstrable employment to Chicago to the degree stipulated in this section. Therefore, in such case of noncompliance it is agreed that one-twentieth of one percent (.05%) of the aggregate hard construction costs set forth in the Project Budget (as the same shall be evidenced by approved contract value for the actual contracts), shall be surrendered by the Rental Developer and/or the other Employers to the City in pajonent for each percentage of shortfall toward the stipulated residency requirement. Failure to report the residency of employees entirely and correctly shall result in the surrender of the entire liquidated damages as if no Chicago residents were employed in either of the categories. The willful falsification of statements and the certification of payroll data may subject the Rental Developer and/or the other Employers or employee to prosecution. Any retainage to cover contract performance that may become due to the Rental Developer and the other Employers pursuant to Section 2-92-250 of the Municipal Code of Chicago may be withheld by the City pending the Purchasing Agent's determination whether the Rental Developer and the other Employers must surrender damages as provided in this paragraph. Any monetary obligations of the Rental Developer hereunder shall be satisfied from distributable Surplus Cash only during such time as H.U.D. is the insurer or holder ofany mortgage on the Project or any indebtedness secured by a mortgage on the Project. In addition, the Rental Developer shall make good faith efforts that all other contracts entered into in connection with the Project for work done, services provided or materials supplied shall be let to persons or entities whose main office and place of business are located within the City, subject to applicable H.U.D. regulations. 10/2/2002 • REPORTS OF COMMITTEES 94325

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

The Rental Developer shall cause or require the provisions ofthis Section 7.01 to be included in all construction contracts and subcontracts related to the Project.

7.02 Prevailing Wage.

The Rental Developer covenants and agrees to pay, and to contractually obligate and cause the General Contractor and each subcontractor to pay, the prevaiUng wage rate as ascertained by the Illinois Department of Labor (the "Department"), to all Project employees. All such contracts shall list the specified rates to be paid to all laborers, workers and mechanics for each craft or type of worker or mechanic employed pursuant to such contract. If the Department revises such prevailing wage rates, the revised rates shall apply to all such contracts. Upon the City's request, the Rental Developer shall provide the City with copies ofali such contracts entered into by the Rental Developer or the General Contractor to evidence compliance wdth this Section 18.19.

The Rental Developer shall cause or require the provisions ofthis Section 7.02 to be included in all constmction contracts and subcontracts related to the Project.

7.03 Maintaining Records.

On a monthly basis until completion of construction of the Project, the Rental Developer shall provide to D.O.H. reports in a form satisfactory to D.O.H. evidencing its compliance with Sections 7.01 and 7.02.

7.04 Other Provisions.

Photocopies of all contracts or subcontracts entered into by the Rental Developer in connection with the Project shall be made available to D.O.H. upon request. The Rental Developer has the right to delete proprietary information from such contracts or subcontracts, provided, however, that upon D.O.H.'s request, the Rental Developer shall make available such proprietary information for review by any authorized City representative. 94326 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Section 8.

Completion Of Construction.

8.01 Certificate Of Completion.

Upon completion of the constmction of the Project and related redevelopment activities constituting the Project in accordance with the terms of this Agreement, and upon the Rental Developer's written request, D.O.H. shall issue to the Rental Developer a Certificate in recordable form certifying that the Rental Developer has fulfilled its obligation to complete the Project in accordance with the terms of this Agreement. D.O.H. shall respond to the Rental Developer's written request for a Certificate by issuing either a Certificate or a wo-itten statement detailing the ways in which the Project does not conform to this Agreement or has not been satisfactorily completed, and the measures which must be taken by the Rental Developer in order to obtain the Certificate. The Rental Developer may resubmit a written request for a Certificate upon completion of such measures.

8.02 ' Effect Of Issuance Of Certificate; Continuing Obligations.

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

Those covenants specifically described at Sections 9.02 and 9.12 as covenants that run with the land are the only covenants in this Agreement intended to be binding upon any transferee of the Rental Property (including an assignee as described in the following sentence) throughout the Term of the Agreement notwithstanding the issuance of a Certificate. The other executory terms of this Agreement that remain after the issuance of a Certificate shall be binding only upon the Rental Developer or a permitted assignee ofthe Rental Developer who, pursuant to Section 18.14 ofthis Agreement, has contracted to take an assignment ofthe Rental Developer's rights under this Agreement and assume the Rental Developer's liabilities hereuiider. 10/2/2002 REPORTS OF COMMITTEES 94327

8.03 Failure To Complete.

, Ifthe Rental Developer fails to complete the Project in accordance with the terms of this Agreement, then the City shall have, but shall not be limited to, any of the followdng rights and remedies:

(a) subject to the provisions of Sections 16.02 and 16.04, the right to terminate this Agreement and cease all disbursement of City Funds not yet disbursed pursuant hereto;

(b) the right (but not the obligation) to complete the Project and to pay for its costs out ofCity Funds or other City monies. In the event that the aggregate cost of completing the Project exceeds the amount of City Funds available, the Rental Developer shall reimburse the City for all reasonable costs and expenses incurred bythe City in completing such work in excess ofthe available City Funds; and

8.04 Notice Of Expiration Of Term Of Agreement.

Upon the expiration ofthe Term ofthe Agreement, D.O.H. shall provide the Rental Developer, at the Rental Developer's written request, with a written notice in recordable form stating that the Term of the Agreement has expired and providing for a release of this Agreement.

Section 9.

Covenants/ Representations/ Warranties Of Rental Developer.

The Rental Developer represents, warrants and covenants to the City as follows:

9.01 General.

The Rental Developer represents, warrants and covenants that:

(a) the Rental Developer is an Illinois limited partnership duly organized, validly existing, qualified to do business in Illinois, and licensed to do business in every other state where, due to the nature ofits activities or properties, such qualification or license is required; 94328 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

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

(c) execution, delivery and performance by the Rental Developer of this Agreement has been duly authorized by all necessary partnership action and will not violate its partnership agreement as amended and supplemented, any applicable provision of law, or constitute a material breach of, default under or require any consent under, any agreement, instrument or document to which the Rental Developer is now a party or by which the Rental Developer is now or may become bound;

(d) unless otherwdse permitted pursuant to the terms of this Agreement, including Section 18.14 hereof, the Rental Developer shall acquire and shall maintain good, indefeasible and merchantable fee simple title to the Rental Property, subject to those matters shown in the Title Policy, other Permitted Liens and to such other matters as to which D.O.H. may consent in writing. The Rental Developer may make application to H.U.D. for a Transfer of Physical Assets in accordance with paragraph R-9 of the H.U.D.-Required Provisions luider attached hereto;

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

(f) the Rental Developer shall obtain and shall maintain all government permits, certificates and consents (including, without limitation, appropriate environmental approvals) necessaiy to construct, complete and operate its business at the Rental Property; to the extent any such authorizations and approvals are to be obtained by the City or the C.H.A. with respect to any environmental remediation work, the Rental Developer shall cooperate with the City and C.H.A. in obtaining such authorizations and approvals;

(g) the Rental Developer is not aware of any default with respect to any indenture, loan agreement, mortgage, deed, note or any other agreement or instrument related to the borrowing of money to which the Rental Developer is a party or by which the Rental Developer is bound which would materially affect its ability to perform hereunder;

(h) the Financial Statements when submitted will be, complete and conect in all material respects and will accurately present the assets, liabilities, results of operations and financial condition of the Rental Developer; and 10/2/2002 REPORTS OF COMMITTEES 94329

(i) the Rental Developer is satisfied that it has taken any measures required to be taken to bring the Rental Property and the Project into compliance with Environmental Laws and that the Rental Property is suitable for its intended use.

9.02 Covenant To Redevelop.

The Rental Developer shall redevelop the Rental Property substantially in accordance with the Agreement and all (sub)exhibits attached hereto, the T.I.F. Ordinances, the Rental Plans and Specifications, the Project Budget and all amendments thereto, and all federal, state and local laws, ordinances, rules, regulations, executive orders and codes applicable to the Project, the Rental Property and/or the Rental Developer, including, without limitation, the Recorded Affordability Documents. The covenants set forth in this Section 9.02 shall run with the land and be binding upon any transferee of the Rental Property.

9.03 Redevelopment Plan.

The Rental Developer represents that the Project shall be in compliance with all ofthe terms ofthe Redevelopment Plan.

9.04 Use Of Available Incremental Taxes.

Available Incremental Taxes disbursed to, or on behalf of, the Rental Developer shall be used solely to pay or reimburse the Rental Developer for the T.I.F.-Funded Interest Costs as provided in this Agreement.

9.05 Arms-Length Transactions.

Unless D.O.H. shall have given its prior written consent with respect thereto, no Affiliate of the Rental Developer may receive any part of the City Funds, directly or indirectly, through reimbursement of the Rental Developer pursuant to Section 4 or otherwise, in payment for work done, services provided or materials supplied in connection with any T.I.F.-Funded Interest Costs. The Rental Developer shall provide information with respect to any entity to receive the City Funds (by reimbursement or otherwise), upon D.O.H.'s request, prior to any such disbursement.

9.06 Conflict Of Interest.

The Rental Developer represents and warrants that no member, official or 94330 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

employee of the City, or member of any commission or committee exercising authority over the Project or the Redevelopment Plan, or any consultant hired by the City in connection with the Project, owns or controls (or has owned or controlled) any interest, direct or indirect, in the Rental Developer's business or the Rental Property.

9.07 Disclosure Of Interest.

The Rental Developer's counsel has no direct or indirect financial ownership interest in the Rental Developer, the Rental Property or any other aspect of the Project.

9.08 Financial Statements.

The Rental Developer shall maintain and provide to D.O.H. its Financial Statements at the earliest practicable date but no later than one hundred twenty (120) days following the end of the Rental Developer's fiscal year, each year for the Term of the Agreement.

9.09 Rental Developer's Liabilities.

The Rental Developer shall not enter into any transaction that would materially and adversely affect its ability to perform its obligations hereunder. The Rental Developer shall immediately notify D.O.H. ofany and all events or actions which may materially affect the Rental Developer's ability to perform its obligations under this Agreement.

9.10 Compliance With Laws.

The Rental Developer represents and warrants that to the best of the Rental Developer's knowledge, after diligent inquiiy, the Rental Property and the Project are, as ofthe Closing Date, and covenants that in the future, the Rental Property and the Project shall be, in compliance with all applicable federal, state and local laws, statutes, ordinances, rules, regulations, executive orders and codes. Upon the City's request, the Rental Developer shall provide copies ofany documentary evidence of compliance of such laws which may exist, such as, by way of illustration and not limitation, permits and licenses.

9.11 Recording And Filing.

The Rental Developer shall cause this Agreement, certain (sub)exhibits (as 10/2/2002 REPORTS OF COMMITTEES 94331

specified by Corporation Counsel), all amendments and supplements hereto to be recorded and filed on the date hereof in the conveyance and real property records of the county in which the Project is located. This Agreement shall be recorded prior to any mortgage made in connection with any Lender Financing. The Rental Developer shall pay all fees and charges incurred in connection with any such recording. Upon recording, the Rental Developer shall immediately transmit to the City an executed original of this Agreement showing the date and recording number of record.

9.12 Real Estate Provisions.

(a) Governmental Charges. The Rental Developer agrees to pay or cause to be paid when due all Governmental Charges (as defined below) which are assessed or imposed upon the Rental Developer, the Rental Property or the Project, or become due and payable, and which create, may create or appear to create a lien upon the Rental Developer or all or any portion of the Rental Property or the Project. "Governmental Charge" shall mean all federal, state, county, city or other governmental (or any instrumentality, division, agency, body or department thereof) taxes, levies, assessments, charges, liens, claims or encumbrances relating to the Rental Developer, the Rental Property or the Project, including but not limited to real estate taxes. The Rental Developer shall have the right before any delinquency occurs to contest or object in good faith to the amount or validity of any Governmental Charge by appropriate legal proceedings properly and diligently instituted and prosecuted in such manner as shall stay the collection ofthe contested Governmental Charge and prevent the imposition of a lien or the sale or forfeiture ofthe Rental Property. The Rental Developer shall have the right to challenge real estate taxes applicable to the Rental Property provided, that such real estate taxes must be paid in full when due and may be disputed only after such payment is made. No such contest or objection shall be deemed or construed in any way as relieving, modifying or extending the Rental Developer's covenants to pay any such Governmental Charge at the time and in the manner provided in this agreement unless the Rental Developer has given prior written notice to D.O.H. of the Rental Developer's intent to contest or object to a Governmental Charge and, unless, at D.O.H.'s sole option, (i) the Rental Developer shall demonstrate to D.O.H.'s satisfaction that legal proceedings instituted by the Rental Developer contesting or objecting to a Governmental Charge is reasonably likely to operate to prevent a lien against or the sale or forfeiture of all or any part of the Rental Property to satisfy such Governmental Charge prior to final determination ofsuch proceedings and/or (ii) the Rental Developer shall furnish a good and sufficient bond or other security satisfactory to D.O.H. in such form and amounts as D.O.H. shall require, or a good and sufficient undertaking as may be required or permitted by law to accomplish a stay of any such sale or forfeiture ofthe Rental Property during the pendency ofsuch contest, adequate to pay fully any such contested Governmental Charge and all interest and penalties upon the adverse determination of such contest. If the Rental Developer fails to pay any 94332 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Governmental Charge or to obtain discharge of the same, the Rental Developer shall advise D.O.H. thereof in writing, at which time D.O.H. may, but shall not be obligated to, and without waiving or releasing any obligation or liability of the Rental Developer under this agreement, in D.O.H.'s sole discretion, make such payment, or any part thereof, or obtain such discharge and take any other action with respect thereto which D.O.H. deems advisable. All sums so paid by D.O.H., ifany, and any expenses, ifany, including reasonable attorneys' fees, court costs, expenses and other charges relating thereto, shall be promptly paid to D.O.H. by the Rental Developer. Notwithstanding anything contained herein to the contraiy, this paragraph shall not be construed to obligate City to pay any such Governmental Charge. Additionally, if the Rental Developer fails to pay any Govemmental Charge, City, in its sole discretion, may require the Rental Developer to submit to City audited Financial Statements at the Rental Developer's own expense. Rental Developer's right to challenge real estate taxes applicable to the Rental Property is limited as provided for in Section 9.12(b) below.

(b) Real Estate Taxes.

(i) Acknowledgment Of Real Estate Taxes. The Rental Developer agrees that (A) for the purpose of this agreement, the total projected minimum equalized assessed value of the Rental Property ("Minimum Equalized Assessed Value") anticipated to be necessary to generate Incremental Taxes sufficient to pay the T.I.F.-Funded Interest Costs is shown on (Sub)Exhibit W attached hereto for the years noted on (Sub)Exhibit W and (B) the real estate taxes anticipated to be generated and derived from the respective portions of the Rental Property and the Project for the years shown are fairly and accurately indicated in (Sub)Exhibit W.

(ii) Real Estate Tax Exemption. With respect to the Rental Property or the Project, neither the Rental Developer nor any agent, representative, lessee, tenant, assignee, transferee or successor in interest to the Rental Developer shall, during the Term of the Agreement, seek or authorize any exemption (as such term is used and defined in the Illinois Constitution, Article IX, Section 6 (1970)) for any year that this agreement is in effect. The foregoing shall not apply to limit the Rental Developer or the C.H.A. from seeking abatement of taxes wdth respect to public housing units pursuant to 35 ILCS 200/ 18-177.

(iii) No Reduction In Equalized Assessed Value. Neither the Rental Developer nor any agent, representative, lessee, tenant, assignee, transferee or successor in interest to the Rental Developer shall, during the Term of the Agreement, directly or indirectly, initiate, seek or apply for proceedings in order to lower the equalized assessed value ofali or any portion of the Rental Property or the Project below the amount of the Minimum Equalized Assessed Value as shown in (Sub)Exhibit W. 10/2/2002 REPORTS OF COMMITTEES 94333

(iv) No Objections. Neither the Rental Developer nor any agent, representative, lessee, tenant, assignee, transferee or successor in interest to the Rental Developer, shall object to or in any way seek to interfere with, on procedural or any other grounds, the filing ofany Underassessment Complaint or subsequent proceedings related thereto wdth the Cook County Assessor or with the Cook County Board of Appeals, by either City or by any taxpayer. The term "Underassessment Complaint" as used in this Agreement shall mean a complaint seeking to increase the assessed value ofthe Project to an amount not greater than the Minimum Equalized Assessed Value.

(c) Covenants Running With The Land. The parties agree that the restrictions contained in this Section 9.12 are covenants running wdth the Rental Property and this agreement shall be recorded by Rental Developer as a memorandum thereof, at the Rental Developer's expense, with the Cook County Recorder of Deeds on the date of execution of the agreement. These restrictions shall be binding upon the Rental Developer and its agents, representatives, lessees, successors, assigns and transferee from and after the date hereof, provided however, that the covenants shall be released when the Redevelopment Area is no longer in effect. The Rental Developer agrees that any sale, conveyance or transfer oftitle to all or any portion of the Rental Property or Redevelopment Area from and after the date hereof shall be made subject to such covenants and restrictions.

9.13 Survival Of Covenants.

All warranties, representations, covenants and agreements of the Rental Developer contained in this Section 9 or elsewhere in this Agreement shall be true, accurate and complete at the time of the Rental Developer's execution of this Agreement and shall survive the execution, delivery and acceptance hereofby the parties hereto and be in effect throughout the Term of the Agreement.

Section 10.

Covenants/Representations/ Warranties Of City.

10.01 General Covenants.

The City represents that it has the authority as a home mle unit of local govemment to execute and deliver this Agreement and to perform its obligations hereunder, and covenants that: (a) the T.I.F. Fund will be established, (b) the Incremental Taxes will be deposited therein, and (c) the Available Incremental Taxes 94334 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

shall remain available to pay the City's obligations under Sections 4.02 and 4.04 as the same become due, as long as the T.I.F.-Funded Interest Costs continue to be payable from Available Incremental Taxes under the Act. The City agrees not to amend the Redevelopment Plan so as to materially impair its ability to pay in full any amounts due from the City under this Agreement without the written consent of the Rental Developer and the Lenders.

10.02 Survival Of Covenants.

All warranties, representations and covenants ofthe City contained in this Section 10 or elsewhere in this Agreement shall be true, accurate and complete at the time of the City's execution of this Agreement, and shall survive the execution, delivery and acceptance hereof by the parties hereto and be in effect throughout the Term of the Agreement.

Section 11.

Employment Opportunity.

The Rental Developer and its successors and assigns hereby agree, and shall contractually obligate its or their contractors or any Affiliate ofthe Rental Developer operating on the Rental Property (individually an "Employer" and collectively, "Employers") to agree, that for the Term ofthe Agreement with respect to the Rental Developer and during the period of any other such party's provision of services hereunder or occupation of the Rental Property:

(a) No Employer shall discriminate against any employee or applicant for employment on the basis of race, color, sex, age, religion, mental or physical disability, national origin, ancestry, sexual orientation, marital status, parental status, military discharge status or source of income, as defined in the City of Chicago Human Rights Ordinance adopted December 21, 1988, Municipal Code of Chicago, Chapter 2-160, Section 2-160-010, et seq., as amended from time to time (the "Human Rights Ordinance"). Each Employer will take affirmative action to insure that applicants are employed and employees are treated during employment without regard to their race, color, religion, sex, national origin, ancestry, age, mental or physical disability, sexual orientation, marital status, parental status, military discharge status or source of income. Such action shall include, but not be limited to the following: emplojonent, upgrading, demotion or transfer; recmitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation and selection for training, including apprenticeship. Each Employer agrees to post in conspicuous places, available 10/2/2002 REPORTS OF COMMITTEES 94335

to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this nondiscrimination clause.

(b) All solicitation or advertisement for employees placed by or on behalf of any Employer shall state that all qualified applicants wdll receive consideration for employment without regard to race, color, reUgion, sex, national origin, ancestry, age, mental or physical disability, sexual orientation, marital status, parental status, military discharge status or source of income.

(c) Each Employer shall comply with federal, state and local equal employment and affirmative action statutes, mles and regulations, including but not limited to the Human Rights Ordinance and the Illinois Human Rights Act, 775 ILCS 5/1-101, et seq. (1992), and any subsequent amendments and regulations promulgated pursuant thereto.

(d) Consistent with the findings which support the Minority-Owned and Women- Owned Business Enterprise Procurement Program (the "M.B.E./W.B.E. Program"), Section 2-92-420, et seq.. Municipal Code of Chicago, and in reliance upon the provisions of the M.B.E./W.B.E. Program to the extent contained in, and as qualified by, the provisions of this Section 11, during the course of construction ofthe Project, at least the following percentages ofthe aggregate hard constmction costs for the Project shall be expended for contract participation by minority- owned businesses ("M.B.E.s") and by women-owned businesses ("W.B.E.s"):

a. at least twenty-five percent (25%) by M.B.E.s;

b. at least five percent (5%) by W.B.E.s.

Consistent with Section 2-92-440, Municipal Code of Chicago, the Rental Developer's M.B.E./W.B.E. commitment may be achieved in part by the Rental Developer's status as an M.B.E. or W.B.E. (but only to the extent of any actual work performed on the Project by the Rental Developer) or by ajoint venture with one (1) or more M.B.E.s or W.B.E.s (but only to the extent ofthe lesser of (i) the M.B.E. or W.B.E. participation in such joint venture or (ii) the amount of any actual work performed on the Project by the M.B.E. or W.B.E.), by the Rental Developer utilizing a M.B.E. or a W.B.E. as the General Contractor (but only to the extent ofany actual work performed on the Project by the General Contractor), by subcontracting or causing the General Contractor to subcontract a portion ofthe Project to one (1) or more M.B.E.s or W.B.E.s, or by the purchase of materials used in the Project from one (1) or more M.B.E.s or W.B.E.s, or by any combination of the foregoing. Those entities which constitute both a M.B.E. and a W.B.E. shall not be credited more than once with regard to the Rental Developer's M.B.E./W.B.E. commitment as described in this Section 11. 94336 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

The Rental Developer shall deliver quarterly reports to D.O.H. during the Project describingits efforts to achieve compliance wdth this M.B.E./W.B.E. commitment. Such reports shall include, inter alia, the name and business address of each M.B.E. and W.B.E. solicited by the Rental Developer or the General Contractor to work on the Project, and the responses received from such solicitation, the name and business address of each M.B.E. or W.B.E. actually involved in the Project, a description ofthe work performed or products or services supplied, the date and amount of such work, product or service, and such other information as may assist D.O.H. in detennining the Rental Developer's compliance with this M.B.E./W.B.E. commitment. The Rental Developer shall maintain records ofali relevant data with respect to the utilization of M.B.E.s and W.B.E.s in connection with the Project for at least five (5) years after completion of the Project, and D.O.H. shall have access to all such records maintained by the Rental Developer, on five (5) Business Days notice, to allow the City to review the Rental Developer's compliance with its commitment to M.B.E./W.B.E. participation and the status ofany M.B.E. or W.B.E. performing any portion ofthe Project.

Upon the disqualification of any M.B.E. or W.B.E. General Contractor or Subcontractor, if such status was misrepresented by the disqualified party, the Rental Developer shall be obligated to discharge or cause to be discharged the disqualified General Contractor or subcontractor, and, if possible, identify and engage a qualified M.B.E. or W.B.E. as a replacement. For purposes of this subsection (e), the disqualification procedures are further described in Section 2-92-540, Municipal Code ofChicago.

Any reduction or waiver ofthe Rental Developer's M.B.E./W.B.E. commitment as described in this Section 11 shall be undertaken in accordance with Section 2-92-450, Municipal Code ofChicago.

Prior to the commencement ofthe Project, the Rental Developer shall be required to meet with the monitoring staff of D.O.H. wdth regard to the Rental Developer's compliance with its obligations under this Section 11. The General Contractor and all major subcontractors shall be required to attend this pre-constmction meeting. During said meeting, the Rental Developer shall demonstrate to D.O.H. its plan to achieve its obligations under this Section 11, the sufficiency of which shall be approved by D.O.H.. During the Project, the Rental Developer shall submit the documentation required by this Section 11 to the monitoring staff of D.O.H.. Failure to submit such documentation on a timely basis, or a determination by D.O.H., upon analysis ofthe documentation, that the Rental Developer is not compljdng with its obligations under this Section 11, shall, upon the delivery of written notice to the Rental Developer, be deemed an Event of Default. Upon the occurrence of any such Event of Default, in addition to any other remedies provided hereunder, the City may: (1) issue a written demand to the Rental Developer to halt the Project, (2) wdthhold any further payments to, or on behalf of, the Rental Developer, or (3) seek any other remedies against the Rental Developer available at law or in equity. 10/2/2002 REPORTS OF COMMITTEES 94337

(e) The Rental Developer will include the foregoing provisions in every contract entered into in connection with the Project and every agreement with any Affiliate operating on the Rental Property so that such provision will be binding upon each contractor or Affiliate, as the case may be.

Section 12.

Environmental Matters.

The Rental Developer hereby represents and warrants to the City that the Rental Developer has conducted environmental studies sufficient to conclude that the Project may be constructed, completed and operated in accordance with all Environmental Laws (taking into account the application of any No Further Remediation Letters issued with respect to the Rental Property) and this Agreement and all exhibits attached hereto, and the Redevelopment Plan.

Without limiting any other provisions hereof. Rental Developer agrees to indemnify, defend and hold City harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses or claims of any kind whatsoever including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Laws incurred, suffered by or asserted against City as a direct or indirect result of any of the followdng, occurring after the date of this Agreement, regardless of whether or not caused by, or wdthin the control of Rental Developer: (i) the presence of any Hazardous Material on or under, orthe escape, seepage, leakage, spillage, emission, discharge or release of any Hazardous Material from (A) all or any portion of the Rental Property or (B) any other real property in which Rental Developer, or any person directly or indirectly controlling, controlled by or under common control with Rental Developer, holds any estate or interest whatsoever (including, without limitation, any property owned by a land trust in which the beneficial interest is owned, in whole or in part, by Rental Developer), or (ii) any liens against the Rental Property permitted or imposed by any Environmental Laws, or any actual or asserted liability or obligation of City or Rental Developer or any of its subsidiaries under any Environmental Laws relating to the Rental Property. Any monetary obligations of the Rental Developer hereunder shall be satisfied from distributable Surplus Cash only during such time as H.U.D. is the insurer or holder of any mortgage on the Project or any indebtedness secured by a mortgage on the Project. 94338 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Section 13.

Insurance.

The Rental Developer shall procure and maintain or cause to be maintained, at its sole cost and expense, at all times throughout the Term ofthe Agreement, and until each and every obligation of the Rental Developer contained in the Agreement has been fully performed, the types of insurance specified below, with insurance companies authorized to do business in the State of Illinois covering all operations under this agreement, whether performed by the Rental Developer, any contractor or subcontractor:

(a) Prior to Execution and Delivery of this Agreement: At least ten (10) business days prior to the execution of this agreement, the Rental Developer shall procure and maintain the following kinds and amounts of insurance:

(i) Workers' Compensation And Occupational Disease Insurance.

Workers' Compensation and Occupational Disease Insurance, in statutory amounts, covering all employees who are to provide a service under this Agreement. Employer's liability coverage with limits ofnot less than One Hundred Thousand and no/100 Dollars ($100,000.00) for each accident or illness shall be included.

(ii) Commercial Liability Insurance (Primary And Umbrella).

Commercial Liability Insurance or equivalent wdth limits ofnot less than One Million and no/100 Dollars ($1,000,000.00) per occurrence, combined single limit, for bodily injury, personal injuiy and property damage liability. Products/completed operations, independent contractors, broad form property damage and contractual liability coverages are to be included.

(b) Construction: Prior to the construction ofany portion ofthe Project, the Rental Developer shall procure and maintain, or cause to be maintained, the following kinds and amounts of insurance:

(i) Workers' Compensation And Occupational Disease Insurance.

Workers' Compensation and Occupational Disease Insurance, in statutory amounts, covering all employees who are to provide a 10/2/2002 REPORTS OF COMMITTEES 94339

service under or in connection wdth this agreement. Employer's liability coverage with limits of not less than One Hundred Thousand and no/ 100 Dollars ($100,000.00) for each accident or illness shall be included.

(ii) Commercial Liability Insurance (Primary And Umbrella).

Commercial Liability Insurance or equivalent with Umits ofnot less than Two Million and no/100 Dollars ($2,000,000.00) per occurrence, combined single limit, for bodily injury, personal injury and property damage liability. Products/completed operations, explosion, collapse, underground, independent contractors, broad form property damage and contractual liability coverages are to be included.

(iii) Automobile Liability Insurance.

When any motor vehicles are used in connection with work to be performed in connection with this Agreement, the Rental Developer shall provide Automobile Liability Insurance with limits ofnot less than One Million and no/100 Dollars ($1,000,000.00) per occurrence combined single limit, for bodily injury and property damage.

(iv) All Risk Builders Risk Insurance.

When the Rental Developer, any contractor or subcontractor undertakes any construction, including improvements, betterments, and/or repairs. Rental Developer, such contractor or subcontractor shall provide All Fiisk Blanket Builder's Risk Insurance to cover the materials, equipment, machinery and fixtures that are or will be part of the permanent facilities. Coverage extensions shall include boiler and machinery, and flood.

(v) Professional Liability.

When any architects, engineers or consulting firms perform work in connection with this Agreement, Professional Liability insurance shall be maintained with limits of One Million and no/100 Dollars ($1,000,000.00). The policy shall have an extended reporting period of two (2) years. When policies are 94340 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

renewed or replaced, the policy retroactive date must coincide with, or precede, start of work on the Project.

Upon D.O.H.'s request, the Rental Developer shall provide D.O.H. with copies of insurance policies or certificates evidencing the coverage specified above. If the Rental Developer fails to obtain or maintain any of the insurance policies required under this Agreement or to pay any insurance policies required under this Agreement, or to pay any premium in whole or in part when due, the City may (without waiving or releasing any obligation or Event of Default by the Rental Developer hereunder) obtain and maintain such insurance policies and take any other action which the City deems advisable to protect its interest in the Rental Property and/or the Project. All sums so disbursed by the City including reasonable attorneys' fees, court costs and expenses, shall be reimbursed by the Rental Developer upon demand by the City. Any monetary obligations of the Rental Developer hereunder shall be satisfied from distributable Surplus Cash only during such time as H.U.D. is the insurer or holder of any mortgage on the Project or any indebtedness secured by a mortgage on the Project.

The Rental Developer agrees, and shall cause each contractor and subcontractor to agree, that any insurance coverages and limits furnished by the Rental Developer and such contractors or subcontractors shall in no way limit the Rental Developer's liabilities and responsibilities specified under this Agreement or any related documents or by law, or such contractor's or subcontractor's liabilities and responsibilities specified under any related documents or by law. The Rental Developer shall require all contractors and subcontractors to carry the insurance required herein, or the Rental Developer may provide the coverage for any or all contractors and subcontractors, and if so, the evidence of insurance submitted shall so stipulate.

The Rental Developer agrees, and shall cause its insurers and the insurers ofeach contractor and subcontractor engaged after the date hereof in connection with the Project to agree, that all such insurers shall waive their rights of subrogation against the City.

The Rental Developer shall comply with any additional insurance requirements that are stipulated by the Interstate Commerce Commission's Regulations, Title 49 of the Code of Federal Regulations, Department of Transportation; Title 40 of the Code of Federal Regulations, Protection ofthe Environment and any other federal, state or local regulations conceming the removal and transport of Hazardous Materials. 10/2/2002 REPORTS OF COMMITTEES 94341

The City maintains the right to modify, delete, alter or change the provisions of this Section 13 upon receipt of H.U.D.'s prior written consent and so long as such action does not, without the Rental Developer's prior written consent, increase the requirements set forth in this Section 13 beyond that which is reasonably customary at such time.

Section 14.

Indemnification.

The Rental Developer agrees to indemnify, defend and hold the City harmless from and against any losses, costs, damages, liabilities, claims, suits, actions, causes of action and expenses including, without limitation, reasonable attorneys' fees and court costs, suffered or incurred by the City arising from or in connection wdth (i) the Rental Developer's failure to comply with any of the terms, covenants and conditions contained wdthin this Agreement, or (ii) the Rental Developer's or any contractor's failure to pay contractors or materialmen in connection with the Project, or (iii) the existence of any material misrepresentation or omission in the Redevelopment Plan or any other document related to this Agreement and executed by the Rental Developer that is the result of information supplied or omitted by the Rental Developer or its agents, employees, contractors or persons acting under the control or at the request of the Rental Developer or (iv) the Rental Developer's failure to cure its misrepresentation in this Agreement or any other agreement with the City relating thereto within the cure period provided. Any monetary obligations of the Rental Developer hereunder shall be satisfied from distributable Surplus Cash only during such time as H.U.D. is the insurer or holder ofany mortgage on the Project or any indebtedness secured by a mortgage on the Project.

Section 15.

Maintaining Records/Right To Inspect.

15.01 Books And Records.

The Rental Developer shall keep and maintain separate, complete, accurate and detailed books and records necessary to reflect and fully disclose the total actual cost of the Project and the disposition of all funds from whatever source allocated thereto, and to monitor the Project. All such books, records and other documents, including but not limited to the Rental Developer's loan statements, General 94342 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Contractors' and contractors' sworn statements, general contracts, subcontracts, purchase orders, waivers of lien, paid receipts and invoices, shall be available at the Rental Developer's offices for inspection, copying, audit and examination by an authorized representative ofthe City, at the Rental Developer's expense. The Rental Developer shall incorporate this right to inspect, copy, audit and examine all books and records into all contracts entered into by the Rental Developer with respect to the Project.

15.02 Inspection Rights.

Any authorized representative of the City shall have access to all portions of the Project and the Rental Property during normal business hours for the Term of the Agreement.

Section 16.

Default And Remedies.

16.01 Events Of Default.

The occurrence of any one (1) or more of the following events, subject to the provisions of Sections 16.03 and 18.16, shall constitute an "Event of Default" by the Rental Developer hereunder:

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

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

(c) the making or furnishing by the Rental Developer to the City of any representation, warranty, certificate, schedule, report or other communication wdthin or in connection with this Agreement or any related agreement which is untme or misleading in any material respect; 10/2/2002 REPORTS OF COMMITTEES 94343

(d) except as otherwise permitted hereunder, the creation (whether voluntary or involuntary) of, or any attempt to create, any lien or other encumbrance upon the Rental Property, including any fixtures now or hereafter attached thereto, other than the Permitted Liens, other permitted liens consented to in writing by the City and mortgages, regulatory agreements and land-use agreements related to the Lender Financing or the use of certain Project units by the C.H.A., or the making or any attempt to make any levy, seizure or attachment thereof;

(e) the commencement of any proceedings in bankruptcy by or against the Rental Developer or for the liquidation or reorganization of the Rental Developer, or alleging that the Rental Developer is insolvent or unable to pay its debts as they mature, or for the readjustment or arrangement ofthe Rental Developer's debts, whether under the United States Bankruptcy Code or under any other state or federal law, now or hereafter existing for the relief of debtors, or the commencement ofany analogous statutory or non-statutory proceedings involving the Rental Developer; provided, however, that if such commencement of proceedings is involuntary, such action shall not constitute an Event of Default unless such proceedings are not dismissed within ninety (90) days after the commencement of such proceedings;

(f) the appointment of a receiver or trustee for the Rental Developer, for any substantial part of the Rental Developer's assets or the institution of any proceedings for the dissolution, or the full or partial liquidation, or the merger or consolidation, of the Rental Developer; provided, however, that if such appointment or commencement of proceedings is involuntary, such action shall not constitute an Event of Default unless such appointment is not revoked or such proceedings are not dismissed within ninety (90) days after the commencement thereof;

(g) the entry of any judgment or order against the Rental Developer which remains unsatisfied or undischarged and in effect for thirty (30) days after such entry without a stay of enforcement or execution;

(h) a change in the Rental Developer's general partner, addition of a general partner or sale or other transfer of all or a controlling interest in the ownership of the general partner (unless such change of controlling interest is attributable to a transfer of a majority of the ownership interest of Draper and Kramer, Incorporated in connection wdth a sale ofsuch company to) wdthout D.O.H.'s prior written consent unless such change is permitted under the City Loan Documents or the H.U.D. Required Provisions P?ider attached hereto; such D.O.H. consent shall not be unreasonably withheld in the case of a "for cause" removal or change in the general partner pursuant to the terms of the Developer's limited partnership agreement; or

(i) a change in the ownership of the Project without D.O.H.'s prior written consent, unless such change is permitted under the H.U.D. Required Provisions 94344 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Rider attached hereto; such D.O.H. consent shall not be unreasonably wdthheld in the case of a "for cause" removal or change in the general partner pursuant to the terms ofthe Developer's limited partnership agreement.

16.02 Remedies.

(a) Subject to the provisions of paragraph (b) ofthis section, upon the occurrence of an Event of Default, the City may terminate this Agreement and all related agreements, and may suspend disbursement of the City Funds. The City may, in any court of competent jurisdiction by any action or proceeding at law or in equity, secure the specific performance of the agreements contained herein, or may be awarded damages for failure of performance, or both, provided, however, that the City shall not obtain a lien against the Rental Property. Any monetary remedies, including but not limited to judgments, are payable from distributable Surplus Cash only during such time as H.U.D. is the insurer or holder of any mortgage on the Project or any indebtedness secured by a mortgage on the Project.

(b) Notwithstanding any other provision in this Agreement, the City shall not terminate this Agreement or suspend disbursement of the City Funds upon the occurrence of an Event of Default unless (i) foreclosure proceedings have been commenced under the mortgage securing the F.H.A. Insured Loan or a deed in lieu ofsuch foreclosure has been executed and delivered or (ii) H.U.D. consents to such termination or suspension of disbursement.

16.03 Curative Period.

In the event the Rental Developer shall fail to perform a covenant which Rental Developer is required to perform under this Agreement, notwithstanding any other provision ofthis Agreement to the contrary, an Event ofDefault shall not be deemed to have occurred unless Rental Developer shall have failed to perform such covenant within thirty (30) days of its receipt of a written notice from the City specifying the nature of the default; provided, however, with respect to those defaults which are not reasonably capable of being cured within such thirty (30) day period, if the Rental Developer has commenced to cure the alleged default within such thirty (30) day period and thereafter continues diligently to effect such cure, then said thirty (30) day period shall be extended to ninety (90) days upon written request from the Rental Developer to the City delivered during such thirty (30) day period, and upon further written request from the Rental Developer to the City delivered during such ninety (90) day period, said ninety (90) day period shall be extended to one hundred eighty (180) days, or, in the Commissioner's sole discretion, evidenced in writing, such longer period as may be required ifthe failure 10/2/2002 REPORTS OF COMMITTEES 94345

is not reasonably susceptible to cure in one hundred eighty (180) days; provided, further, that such default is cured in any event within one hundred eighty (180) days ofthe date ofthe Rental Developer's receipt of a written default notice (or such later date as to which the Commissioner may consent in writing).

16.04 Right To Cure By Lenders.

In the event that an Event of Default occurs under this Agreement, and if, as a result thereof, the City intends to exercise any right or remedy available to it that could result in the termination of this Agreement or the cancellation, suspension or reduction ofany payment due from the City under this Agreement, the City shall send notice ofsuch intended exercise to the Lenders and the Lenders shall have the right (but not the obligation) to cure such an Event of Default under the following conditions:

(a) if the Event of Default is a monetary default, the Lenders may cure such default within thirty (30) days after the later of: (i) the expiration of the cure period, if any, granted to the Rental Developer with respect to such monetary default; or (ii) receipt by the Lenders of such notice from the City; and

(b) if the Event of Default is of a non-monetary nature, the Lenders shall have the right to cure such default within thirty (30) days after the later of: (i) the expiration ofthe cure period, ifany, granted to the Rental Developer with respect to such non-monetary default; or (ii) receipt by the Lenders ofsuch notice from the City; provided, however, that if such non-monetary default is not reasonably capable of being cured by the Lenders within such thirty (30) day period, such period shall be extended for such reasonable period of time as may be necessary to cure such default, provided that the Lenders continue diligently to pursue the cure of such default and, if possession of the Project is necessary to effect such cure, the Lenders have instituted appropriate legal proceedings to obtain possession.

Section 17.

Notice.

Unless otherwise specified, any notice, demand or request required hereunder shall be given in writing at the addresses set forth below, by any of the following 94346 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

means: (a) personal service; (b) ovemight courier, or (c) registered, certified or facsimile mail, return receipt requested.

If To City: City of Chicago Department of Housing 318 South Michigan Avenue Chicago, Illinois 60604 Attention: Commissioner cc: Manager of Special Finance

with copies to:

City of Chicago Department of Law Finance and Economic Development Division 121 North LaSalle Street, Room 600 Chicago, Illinois 60602

and:

Department of Finance City of Chicago 121 North LaSalle Street, Room 501 Chicago, Illinois 60602 Attention: City Comptroller

If To Rental Developer: Lake Park Crescent Associates I, L.P. In care of Draper and Kramer, Incorporated 33 West Monroe Street, Suite 1900 Chicago, Illinois 60603 Attention: 10/2/2002 REPORTS OF COMMITTEES 94347

and:

Project Funding Corp. [Insert Notice Address) Attention:

and:

United States Department of Housing and Urban Development Chicago Regional Office, Region V 77 West Jackson Boulevard Chicago, Illinois 60604 Attention: Director of Multi-family Housing H.U.D. Project Number:

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

Section 18.

Miscellaneous.

18.01 Amendment.

This Agreement may not be amended without the prior written consent ofthe City and the Rental Developer. (Sub)Exhibits A and L may be unilaterally amended by the City provided that such amendments do not, in the City's good faith but sole discretion, have a material adverse effect on the Project. Any other exhibits may be amended (or, if detennined prior to the Closing Date to be unacceptable to the First Mortgagee or otherwise inapplicable to the Rental Development, such as, for example, (Sub)Exhibits N and 0, entirely deleted) wdth the consent of the Rental Developer and D.P.D., which consent may be given by D.P.D. without further City Council action. 94348 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

18.02 Entire Agreement.

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

18.03 Limitation Of Liability.

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

18.04 Further Assurances.

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

18.05 Waiver.

Waiver by the City or the Rental Developer with respect to any breach of this Agreement shall not be considered or treated as a waiver of the rights of the respective party with respect to any other default or with respect to any particular default, except to the extent specifically waived by the City or the Rental Developer in writing.

18.06 Remedies Cumulative.

The remedies of a party hereunder are cumulative and the exercise ofany one (1) or more of the remedies provided for herein shall not be constmed as a waiver of any other remedies of such party unless specificaUy so provided herein.

18.07 Disclaimer.

Nothing contained in this Agreement nor any act of the City shall be deemed or construed by any of the parties, or by any third person, to create or imply any relationship of third party beneficiary, principal or agent, limited or general partnership or joint venture, or to create or imply any association or relationship 10/2/2002 REPORTS OF COMMITTEES 94349

involving the City.

18.08 Headings.

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

18.09 Counterparts.

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

18.10 Severability.

If any provision in this Agreement, or any paragraph, sentence, clause, phrase, word or the application thereof, in any circumstance, is held invalid, this Agreement shall be construed as if such invalid part were never included herein and the remainder ofthis Agreement shall be and remain valid and enforceable to the fullest extent permitted by law.

18.11 Goveming Law.

This Agreement shall be governed by and construed in accordance with the internal laws ofthe State oflllinois, wdthout regard to its conflicts of law principles.

18.12 Form Of Documents.

All documents required by this Agreement to be submitted, delivered or furnished to the City shall be in form and content satisfactory to the City.

18.13 Approval.

Wherever this Agreement provides for the approval or consent of the City or D.O.H., or any matter is to be to the City's or D.O.H.'s satisfaction, unless specifically stated to the contrary, such approval, consent or satisfaction shall be made, given or determined by the City or D.O.H. in writing and in its reasonable discretion thereof. The Commissioner of D.O.H. or other person designated by the Mayor ofthe City shall act for the City or D.O.H. in making all approvals, consents and determinations of satisfaction, granting the Certificate or otherwise administering this Agreement for the City. 94350 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

18.14 Assignment.

At any time during the term of the Agreement, the Rental Developer may assign this Agreement, with the City's prior written consent, to an entity which acquires the Property pursuant to paragraph R-9 of the H.U.D. Required Provisions Rider attached hereto or to the Lenders provided that such assignee continues to operate the Rental Property and the Project for the same purpose for which it is currently used and operated. Any successor in interest to the Rental Developer under this Agreement shall certify in writing to the City its agreement to abide by all terms of this Agreement for the Term of the Agreement, and shall execute an affidavit to the effect that it is in compliance with all applicable City ordinances and is otherwise qualified to do business with the City.

18.15 Binding Effect.

This Agreement shall be binding upon the Rental Developer and its successors and permitted assigns and shall inure to the benefit of the City, its successors and assigns. The provisions ofthis Agreement pertaining to the obligations ofthe City shall be binding upon the City.

18.16 Force Majeure.

For the purposes of any of the provisions of this Agreement, neither the City nor the Rental Developer, as the case may be, nor any successor in interest, shall be considered in breach of or in default of its obligations under this Agreement in the event ofany delay caused by damage or destruction by fire or other casualty, strike, shortage of material, unusually adverse weather conditions such as, by way of illustration and not limitation, severe rain storms or below freezing temperatures of abnormal degree or quantity for an abnormal duration, tornadoes or cyclones and other events or conditions beyond the reasonable control ofthe party affected which in fact interferes with the ability ofsuch party to discharge its respective obligations hereunder.

18.17 H.U.D. Rider.

The document entitled "H.U.D.-Required Provisions Rider" attached hereto is hereby incorporated into this Agreement as if fully set forth herein and shall remain a part ofthis Agreement so long as the Secretary of H.U.D. or his/her successors or assigns, are the insurers or holders of the Mortgage Note (as defined in the H.U.D.-Required Provisions Rider). Upon such time as H.U.D. is no longer the insurer or holder of the Mortgage Note or such time as the Mortgage Note is paid in full, the parties hereto agree that the H.U.D.-Required Provisions Rider shall no longer be a part of this Agreement. 10/2/2002 REPORTS OF COMMITTEES 94351

18.18 No Business Relationship With City Elected Officials.

Pursuant to Section 2-156-030(b) ofthe Municipal Code ofChicago, itis illegal for any elected official ofthe City, or any person acting at the direction ofsuch official, to contact, either orally or in writing, any other City official or employee with respect to any matter involving any person with whom the elected official has a "Business Relationship" (as defined in Section 2-156-080 ofthe Municipal Code ofChicago), or to participate in any discussion in any City Council committee hearing or in any City Council meeting or to vote on any matter involving the person with whom an elected official has a Business Relationship. Violation of Section 2-156-030(b) by any elected official, or any person acting at the direction of such official, wdth respect to any of the Loan Documents, or in connection with the transactions contemplated thereby, shall be grounds for termination of the Redevelopment Agreement and the transactions contemplated thereby. The Rental Developer hereby represents and warrants that, to the best ofits knowledge after due inquiry, no violation of Section 2-156-030(b) has occurred with respect to the Redevelopment Agreement or the transactions contemplated thereby.

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

Lake Park Crescent Associates I, L.P., an Illinois limited partnership

By: Lake Park Crescent GP I, L.L.C, an Illinois limited liability company, its general partner

By: Draper and Kramer, Incorporated, an Illinois corporation

By: Forrest Bailey, President

City of Chicago, Illinois, acting by and through its Department of Housing

By: John Markowski, Commissioner 94352 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

H.U.D.-Required Provisions Rider.

This Rider is attached to and made a part of that certain Redevelopment Agreement (the "Document"), dated as of , 2002, entered into by Lake Park Crescent Associates I, L.P., an Illinois limited partnership, its successors and assigns (the "Owner") and the City ofChicago, an Illinois municipal corporation, its successors or assigns (the "Subordinate Lender") relating to the certain property located in the North Kenwood/Oakland neighborhood ofChicago, Illinois. In the event of any conflict, inconsistency or ambiguity between the provisions of this Rider and the provisions ofthe Document, the provisions ofthis Rider shall control. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Document. As used herein, the term "H.U.D." shall mean the United States Department of Housing and Urban Development; the term "F.H.A." shall mean the Federal Housing Administration, an administrative agency within H.U.D.; the term "Project" shall have the same meaning as in the H.U.D. Regulatory Agreement described below; and the term "H.U.D./F.H.A. Loan Documents" shall mean the following documents relating to the H.U.D.-insured Mortgage Note (as defined below) for the Project (Project Number ):

A. Commitment for Insurance of Advance, dated , 2002, issued by the Secretary of H.U.D. to [Project Funding Corp.] ("Mortgagee");

B. Building Loan Agreement, dated. . 2002, between the Owner and Mortgagee;

C [Mortgage Note, dated , 2002, made by the Owner payable to the order of Mortgagee in the principal ainount of [$ ] ("Note A");

D. Mortgage Note, dated , 2002, made by the Owner payable to the order of Mortgagee in the principal amount of [$ ] ("Note B"); Note A and Note B are hereinafter collectively referred to as the "Mortgage Note";

E. Mortgage, dated , 2002, made by the Owner in favor of Mortgagee and encumbering the Project as security for the said Mortgage Note (the "Mortgage");

F. Security Agreement (Chattel Mortgage), dated , 2002, between the Owner, as debtor, and Mortgagee and/or the Secretary of H.U.D. as their interests may appear, as secured party;

G. UCC-1 and UCC-2 Financing Statements made by the Owner, as debtor, in favor of Mortgagee and/or the Secretary of H.U.D. as their interests may appear, as secured party; and 10/2/2002 REPORTS OF COMMITTEES 94353

H. Regulatory Agreement, dated , 2002, between the Owner and H.U.D. (the "H.U.D. Regulatory Agreement").

R-1 Notwithstanding anjdihing in the Document to the contrary, the provisions ofthe Document are subordinate to all applicable federal statutes, H.U.D. mortgage insurance regulations and related H.U.D. directives and administrative requirements, except those H.U.D. mortgage insurance regulations, related H.U.D. directives and administrative requirements which have been waived in writing by H.U.D. with respect to the Project. The provisions of the Document are also expressly subordinate to the H.U.D./F.H.A. Loan Documents. In the event ofany conflict between the Document and the provisions ofany applicable federal statutes, H.U.D. mortgage insurance regulations, related H.U.D. directives and administrative requirements or H.U.D./F.H.A. Loan Documents, the federal statutes, H.U.D. mortgage insurance regulations, related H.U.D. directives and administrative requirements and H.U.D./F.H.A. Loan Documents shall control, unless waived in writing by H.U.D. with respect to the Project.

R-2 Failure on the part of the Owner to comply with the covenants contained in the Document shall not serve as the basis for default on any H.U.D.- insured or H.U.D.-held mortgage on the Project.

R-3 Compliance by the Owner with the provisions and covenants of the Document and enforcement of the provisions or covenants contained in the Document including, but not limited to, any indemnification provisions or covenants, will not and shall not result in any claim or lien against the Project, any asset ofthe Project, the proceeds ofthe Mortgage, any reserve, or deposit required by H.U.D. in connection with the Mortgage transaction or the rents or other income from the Project, other than distributable "Surplus Cash" (as that term is defined in the H.U.D. Regulatory Agreement).

R-4 No amendment to the Document made after the date of the H.U.D. initial endorsement of the Mortgage Note shall have any force or effect until and unless such amendment is approved in writing by H.U.D.. No amendment made after the aforesaid date to any H.U.D./F.H.A. Loan Document shall be binding upon the Subordinate Lender unless the Subordinate Lender has consented thereto in writing.

R-5 Unless waived in writing by H.U.D. with respect to the Project, any action prohibited or required by H.U.D. pursuant to applicable federal law, H.U.D. regulations, H.U.D. directives and administrative requirements or the H.U.D./F.H.A. Loan Documents, shall supersede any conflicting provision of the Document, and the performance or failure to perform of the Owner in accordance with such laws, regulations, directives, 94354 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

administrative requirements or H.U.D./F.H.A. Loan Documents shall not constitute an event of default under the Document.

R-6 So long as H.U.D. is the insurer or holder of any mortgage on the Project or any indebtedness secured by a mortgage on the Project, the Owner shall not and is not permitted to pay any amount required to be paid under the provisions of the Document except from distributable Surplus Cash, as such term is defined in, and in accordance with the conditions prescribed in the H.U.D. Regulatory Agreement unless otherwdse specifically permitted in writing by H.U.D.

R-7 In the event of the appointment by any court of any person, other than H.U.D. or the Mortgagee, as a receiver, as a mortgagee or party in possession, or in the event ofany enforcement ofany assignment of leases, rents, issues, profits or contracts contained in the Document (ifany), with or without court action, no rents, revenue or other income ofthe Project collected by the receiver, person in possession or person pursuing enforcement as aforesaid, shall be utilized for the payment of interest, principal or any other amount due and payable under the provisions ofthe Document, except from distributable Surplus Cash in accordance with the H.U.D. Regulatory Agreement. The receiver, person in possession or person pursuing enforcement shall operate the Project in accordance with all provisions ofthe H.U.D./F.H.A. Loan Documents.

R-8 A duplicate ofeach notice given, whether required or permitted to be given, under the provisions ofthe Document shall also be given to:

Department of Housing and Urban Development 77 West Jackson Boulevard Chicago, Illinois 60604 Attention: Director of Multi-Family Housing Project Number [ ]

H.U.D. may designate any further or different addresses for duplicate notices.

R-9 Notwithstanding anjdihing in the Document to the contrary, the Owner and its successors and assigns may sell, convey, transfer, lease, sublease or encumber the Project or any part thereof, provided it obtains the prior written consent of H.U.D. to any such sale, conveyance, transfer, lease, sublease or encumbrance. Notwithstanding anything in the Document to the contrary, the Owner may make application to H.U.D. for approval ofa Transfer of Physical Assets in accordance with H.U.D. regulations, directives and policies. A duplicate copy of such application shall be served on the Subordinate Lender. Within ninety (90) days after such 10/2/2002 REPORTS OF COMMITTEES 94355

service, the Subordinate Lender shall serve written notice ofits approval of such transfer, or of its requirements for approval of such transfer, on H.U.D., the Mortgagee and the Owner. No such transfer shall occur or be effective until the Subordinate Lender's requirements shall have been satisfied. In the event the Subordinate Lender fails to serve such notice on H.U.D., the Mortgagee and the Owoier within said time, then any consent by H.U.D. to such transfer shall be deemed to be the Subordinate Lender's prior written consent to such transfer and consummation ofsuch transfer shall not be a default under the Document.

R-10 The covenants contained in the Document shall automatically terminate in the event of a deed in lieu of foreclosure, of any mortgage insured or held by H.U.D. with respect to the Project, or any portion thereof. Upon such termination, the Subordinate Lender shall furnish to H.U.D. and the Mortgagee such releases and other documentation as H.U.D. or the Mortgagee shall deem necessary or convenient to confirm or evidence such termination.

R-11 Notwithstanding anjdihing in the Document to the contrary, the provisions of this H.U.D. Required Provisions f^der are for the benefit of and are enforceable by H.U.D. and the Mortgagee.

Executed as ofthe date set forth above.

Lake Park Crescent Associates I, L.P., an Illinois limited partnership

By: Lake Park Crescent G.P. I, L.L.C, an Illinois limited liability company, its general partner

By: Draper and Kramer, Incorporated, an Illinois corporation

By: Forrest Bailey, President 94356 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

The foregoing H.U.D.-Required Provisions Rider is hereby acknowledged and consented to by the undersigned as of , 2002.

City of Chicago, Illinois, acting by and through its Department of Housing

By: John Markowski, Commissioner

State of Illinois ) )SS. County of Cook )

I, , a notary public in and for the said County, in the State aforesaid. Do Hereby Certify that Forrest Bailey, personally known to me to be the President of Draper and Kramer, Incorporated, an Illinois corporation (the "Corporation"), in the Corporation's capacity as the manager of Lake Park Crescent G.P. I, L.L.C, an Illinois limited liability company (the "Manager"), in the Manager's capacity as the general partner of Lake Park Crescent Associates I, L.P. (the "Partnership"), an Illinois limited partnership, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this . day of , 2002 in person and acknowledged that he signed, sealed and delivered said instrument, pursuant to the authority given to them by the Board of Directors ofthe Corporation as his free and voluntary act, and as the free and voluntary act ofthe Corporation, the Manager and the Partnership, for the uses and purposes therein set forth.

Notary Public

My commission expires .

[Seal] 10/2/2002 REPORTS OF COMMITTEES 94357

State of Illinois ) )SS. County of Cook )

I, [ ], a notary public in and for the said County, in the State aforesaid, Do Hereby Certify that John Markowski, personally known to me to be the Commissioner ofthe Department of Housing ofthe City ofChicago (the "City"), and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day of , 2002 in person and acknowledged that he signed, sealed and delivered said instrument pursuant to the authority given to him by the City, as his free and voluntary act and as the free and voluntary act ofthe City, for the uses and purposes therein set forth.

Notary Public

My commission expires .

[Seal]

[(Sub)Exhibits "A", "B", "C-l", "C-2", "C-3", "C-4", "D", "E", "F", "G-l", "G-2", "H", "I", "J", "L", "N", "O", "Q", "R", "T" and "V" referred to in this Lakefront Transformation Project Rental Redevelopment Agreement unavailable at time of printing.]

(Sub)Exhibits "K", "M", "P-l", "P-2", "S", "U-l", "U-2" and "W" referred to in this Lakefront Transformation Project Rental Redevelopment Agreement read as follows: 94358 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

(Sub)ExhibU "K". (To Lakefront Transformation Project Rental Redevelopment Agreement)

Available Incremental Revenues.

Year Available Incremental Revenue

2002 $ 0

2003 0

2004 0

2005 11,481

2006 44,608

2007 70,362

2008 70,362

2009 70,362

2010 74,669

2011 74,669

2012 74,669

2013 79,239

2014 79,239

2015 79,239

The payments may be made only to the extent permitted under the Act. All payments are subject to the Maximum Amount limitation in Section 4.04. 10/2/2002 REPORTS OF COMMITTEES 94359

Year Available Incremental Revenue

2016 $ 84,089

2017 84,089

2018 84,089

2019 89,236

2020 89,236

2021 89,236

2022 94,698

2023 94,698

2024 94,698

2025 100,494

2026 100,494

TOTAL: $1,733,955

(Sub)ExhibU "M". (To Lakefront Transformation Project Rental Redevelopment Agreement)

Financing For The' Project.

Loan(s): Source: Home Program/Corporate Funds/Program Income/ Multi-Program.

* The payments may be made only to the extent permitted under the Act. All payments are subject to the Maximum Amount limitation in Section 4.04. 94360 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Amount: Not to exceed $10,000,000, either individually or in aggregate.

Term: Not to exceed 42 years.

Interest: 0% per annum or such interest rate acceptable to the Commissioner.

Security: Non-recourse loan(s); mortgage or mortgage(s) on the Property (the "Mortgage(s)").

Additional Financing: 1. Amount: Approximately $3,920,000, or such other amount to which the Commissioner may consent (the "Bridge Loan").

Source: An entity acceptable to the Commissioner.

Term: Such term acceptable to the Commissioner.

Interest: An interest rate acceptable to the Commissioner.

Security: A mortgage on the Property senior to the lien ofthe Mortgage(s).

2. Amount: Approximately $3,920,000, or such other amount to which the Commissioner may consent, all or a portion of which may be used to repay the Bridge Loan.

Source: Project Funding Corporation, a California corporation, or another entity acceptable to the Commissioner.

Term: Not to exceed 32 years or such other term acceptable to the Commissioner.

Interest: An interest rate acceptable to the Commissioner.

Security: A mortgage on the Property senior to the lien ofthe Mortgage(s). 10/2/2002 REPORTS OF COMMITTEES 94361

Amount: Approximately $6,000,000, or such other amount to which the Commissioner may consent.

Term: Not to exceed 42 years or such other term acceptable to the Commissioner.

Source: Chicago Housing Authority, or another entity acceptable to the Commissioner.

Interest: An interest rate acceptable to the Commissioner.

Security: A mortgage on the Property junior to the lien ofthe Mortgage(s).

Amount: Approximately $750,000, or such other amount to which the Commissioner may consent.

Term: Not to exceed 42 years, or such other term acceptable to the Commissioner.

Source: Illinois Housing Development Authority, or another entity acceptable to the Commissioner.

Interest: An interest rate acceptable to the Commissioner.

Security: A mortgage on the Property junior to the lien ofthe Mortgage(s).

Amount: Approximately $1,700,000, or such other amount to which the Commissioner may consent.

Term: Paid annually for approximately 23 years.

Source: Available Incremental Taxes from the City of Chicago, Lakefront Tax Increment Financing Redevelopment Project Area. 94362 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Interest: Not applicable.

Security: No mortgage; Redevelopment Agreement.

6. Low-Income Housing Tax Credit Proceeds: Approximately $12,362,100, or such other amount to which the Commissioner may consent, a portion ofwhich may be used to repay the Bridge Loan.

Source: To be derived from the syndication by the General Partner of approximately $1,626,519 of low-income housing tax credits to be allocated by the Illinois Housing Development Authority.

7. Amount: $100.

Source: General Partner.

(Sub)ExhibU "P-l". (To Lakefront Transformation Project Rental Redevelopment Agreement)

Project Budget.

Uses Of Funds: Cost

Land Acquisition $ 237,851

Construction Hard Costs 22,972,769

Construction Contingency 1,176,100

General Conditions/Overhead 3,007,480

Non-Construction Soft Costs 4,503,000 10/2/2002 REPORTS OF COMMITTEES 94363

Uses Of Funds: Cost

Architectural And Engineering $ 1,135,000

TOTAL: $ 33,032,200

Source Of Funds: Amount

F.H.A./T.I.F. First Mortgage $ 3,920,000

D.O.H. HOME/Second Mortgage 10,000,000

C.H.A./Third Mortgage 6,000,000

I.H.D.A. 750,000

Tax Credit Equity 12,361,544

Owner Equity 656

TOTAL: $ 33,032,200

(Sub)ExhibU "P-2". (To Lakefront Transfonnation Project Rental Redevelopment Agreement)

M.B.E./W.B.E. Budget

Use Of Funds: Cost

Construction Hard Costs $22,972,769

Construction Contingency 1,176,100

General Conditions/Overhead 3,007,480

Architectural and Engineering 1,135,000

TOTAL: $28,291,349 94364 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

(Sub)ExhibU "S". (To Lakefront Transfonnation Project Rental Redevelopment Agreement)

Requisition Form For T.LF.-Funded Interest Costs.

The undersigned, [Name] , [Title] of Project Funding Corp., an Illinois corporation (the "First Mortgagee"), does hereby certify to the City of Chicago, Illinois (the "City") as follows (any term which is capitalized but not specifically defined herein shall have the same meaning as set forth in that certain Redevelopment Agreement ("Agreement") dated , 2002, by and between the City and Lake Park Crescent Associates 1 ("Rental Developer")):

1. that the Rental Developer has incurred, accrued and/or paid the following parties for the listed items, each of which constitutes interest related to the constmction of the Project:

A. First Mortgagee

[List Other Loans, If Applicable]

2. that none ofthe items listed in paragraph 1, above, has been the subject of any other requisition for pajonent;

3. that including the pajonent requested hereunder, the payments from the City during this year for interest costs do not exceed seventy-five percent (75%) ofthe interest costs incurred by the Rental Developer with regard to Project during this year [, plus accruals];

4. that including the payment requested hereunder, the total of interest payments to date from the City does not exceed seventy-five percent (75%) ofthe total Project Costs actually incurred by the Rental Developer;

5. that the remaining balance of the T.I.F.-Funded Interest Costs which are eligible for reimbursement under the Redevelopment Agreement taking this requisition into account are as follows: 10/2/2002 REPORTS OF COMMITTEES 94365

Current Accrued And Annual Unpaid Balance Amount Maximum Amount Prior Accrued Paid Amount Accrued Requisition''' And Unpaid'^' To Date'^'

[$-

6. that attached as (Sub)Exhibit 1 are true and correct copies of monthly invoices for the H.U.D.-Insured Loan sent to the Rental Developer by the First Mortgagee;

[7. that attached as (Sub)Exhibit 2 is a true and correct statement oflnterest accrued to date on the City Loan and the C.H.A. Loan based on the Rental Developer's most recent Financial Statements.] [Delete If N/A].

In Witness Whereof, I have hereunto affixed my signature this day of

Project Funding Corp., an Illinois corporation

By:

Its:

cc: Lake Park Crescent Associates 1, L.P.

[(Sub)Exhibits 1 and 2 referred to in this Requisition Form for T.I.F.-Funded Interest Costs unavailable at time of printing.]

(1) Represents the sumof the following unpaid amounts for the specified years: $_ .for 200 $ for 200 ; $ for 200 .

(2) Sum of columns 2 and 3.

(3) After giving effect to the payment covered by this Requisition Form. 94366 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

ExhibU "U-l" (To Lakefront Transformation Project Rental Redevelopment Agreement)

Architect's Opening Ceriificate.

Date:

The undersigned, [ ] ("Architect"), hereby certifies to the City of Chicago, Illinois ("City") as follows (any term which is capitalized but not specifically defined herein shall have the same meaning as set forth in that certain Redevelopment Agreement ("Agreement") dated , 2002, by and between the City and Lake Park Crescent Associates 1, L.P. ("Rental Developer")):

1. Architect is an architect licensed and in good standing in the State of Illinois.

2. Architect has prepared the Plans and Specifications, to the best ofthe Architect's professional knowledge, the same are, and the Project will be when completed in accordance therewith, in full compliance with all applicable building, zoning and other laws, statutes, codes, regulations and ordinances (collectively, "Laws"), including, without limitation, all applicable pollution control and environmental protection regulations.

3. The Project, when completed in accordance with the Plans and Specifications, wdll not encroach upon any recorded or visible easement in effect with respect to the Property.

4. The Plans and Specifications are complete in all respects and were prepared in accordance wdth accepted architectural practices, containing all detail requisite for the Project which, when built and equipped in accordance therewith, shall be ready for occupancy.

5. In the aggregate, the constmction contract and the existing subcontracts contain all detail necessary to provide for all labor, material and equipment required by the Plans and Specifications.

6. All permits and other governmental approvals necessary for the construction ofthe Project and the intended occupancy, use and operation thereof have been obtained as of the date of this Certificate or, if not so obtained, the Architect has no reason to believe same will not be obtained as and when so required. Such permits and other necessary governmental approvals are described in (Sub)Exhibit 1 attached to this Certificate. 10/2/2002 REPORTS OF COMMITTEES 94367

7. To our knowledge, there are no petitions, actions or proceedings pending or threatened to revoke, rescind, alter or declare invalid (in any manner adverse to the Project), any Laws, pennits or other necessary governmental approvals relating to the Property or the Project adequate ingress and egress to the Project over public streets and rights-of-way will be available during the period of construction ofthe Project and thereafter.

8. All existing foundation and subsurface work conforms to the Plans and Specifications and all portions ofthe Project consisting ofthe subsurface work has been completed.

9. This Certificate is made with the intent that it may be relied upon by the City as a condition to pajonent under the Redevelopment Agreement.

10. The Architect has executed and delivered to the City the Statement of Compliance in the form attached hereto as (Sub)Exhibit 2.

Architect:

By:

Its:

[(Sub)Exhibits 1 and 2 referred to in this Architect's Opening Certificate unavailable at time of printing.]

(Sub)ExhibU "U-2". (To Lakefront Transformation Project Rental Redevelopment Agreement)

Architect's Completion Ceriificate.

Date:

The undersigned, [ ] ("Architect"), hereby certifies to the City of 94368 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Chicago, Illinois ("City") as follows (any term which is capitalized but not specifically defined herein shall have the same meaning as set forth in that certain Redevelopment Agreement ("Agreement") dated , 2002, by and between the City and Lake Park Crescent Associates 1, L.P. ("Rental Developer")):

1. Architect is an architect licensed and in good standing in the State of Illinois.

2. The construction of the Project has been "substantially completed" as of the date of this Certificate in accordance with the approved Plans and Specifications. For purposes hereof, the Project being "substantially completed" means that the Project is usable in its present condition for its intended purpose. The Architect's determination of the total cost to complete the construction of such portion of the Project as may be unfinished is $ .

3. Neither the Property nor the construction of the Project violates or will violate any existing applicable zoning, building, environmental protection or other statutes, ordinances, laws or regulations (collectively, "Laws").

4. All permits and other governmental approvals necessary for the construction ofthe Project and the intended occupancy, use and operation thereof have been obtained as ofthe date ofthis Certificate. Such permits and other necessary governmental approvals are described in (Sub)Exhibit 1 attached to this Certificate.

5. To our knowledge, there are no petitions, actions or proceedings pending or threatened to revoke, rescind, alter or declare invalid (in any manner adverse to the Project), any laws, permits or other necessary governmental approvals relating to the Property or the Project.

6. This Certificate is made wdth the intent that it may be relied upon by the City as a condition to pajonent under the Redevelopment Agreement.

Architect:

By:

Its:

[(Sub)Exhibit 1 referred to in this Architect's Completion Certificate unavailable at time of printing.] 10/2/2002 REPORTS OF COMMITTEES 94369

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AUTHORIZATION FOR ISSUANCE OF FREE PERMITS AND CANCELLATION OF WATER/SEWER ASSESSMENTS FOR CERTAIN CHARITABLE, EDUCATIONAL AND RELIGIOUS INSTITUTIONS.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the CUy Council

Your Committee on Finance, to which had been referred June 19, July 10 and September 4, 2002, sundry proposed ordinances and orders transmitted therewith to authorize the issuance of free pennits and cancellation of water/sewer assessments, for certain charitable, educational and religious institutions, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinances transmitted herewith.

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinances, transmitted with the foregoing committee report were Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost. 10/2/2002 REPORTS OF COMMITTEES 94371

The following are said ordinances as passed (the italic heading in each case not being a part of the ordinance):

FREE PERMITS.

Chicago Housing Authority. (Lawrence Apartments)

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Fire, the Commissioner of Sewers, the Commissioner of Water and the Director Revenue are hereby directed to issue all necessary pennits, all on-site water/sewer inspection fees and all water/sewer plan review fees, free of charge, notwdthstanding other ordinances of the City of Chicago to the contraiy, to Chicago Housing Authority (Lawrence Apartments), a not-for-profit Illinois corporation, related to the erection and maintenance of building(s) and fuel storage facilities at 655 West 65^^.

Said building(s) and all appurtenances thereto shall be used exclusively for charitable purposes and shall not be leased or otherwise used with a view to profit, and the work thereon shall be done in accordance with plans submitted and all of the appropriate provisions of the Municipal Code of the City of Chicago and departmental requirements of various departments ofthe City ofChicago, and said building(s) and all appurtenances thereto shall be constructed and maintained so that they shall comply in all respects wdth the requirements of appropriate provisions of the Municipal Code of the City of Chicago for the issuance of all permits and licences.

SECTION 2. This ordinance shall take effect and be in force from and after its passage.

Chicago Housing Authority. (Shields Apartments)

Be It Ordained by the City Council of the City of Chicago: 94372 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Sewers, the Director of Revenue, the Commissioner of Water, and the Commissioner of Fire are hereby directed to issue all necessary permits, all on-site water/sewer inspection fees and all water/sewer plan review fees, free of charge, notwithstanding other ordinances ofthe City ofChicago to the contrary, to Chicago Housing Authority (Shields Apartments) for the erection and maintenance of building(s) and fuel storage facilities on the premises knowoi as 344 West 28* Place.

Said building shall be used exclusively for not-for profit and related purpose and shall not be leased or otherwise used with a view to profit, and the work thereon shall be done in accordance with plans submitted.

SECTION 2. This ordinance shall take effect and be in force from and after its passage.

Northwestem Memorial Hospital

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Sewers, the Commissioner of Water, and the Commissioner of Fire are hereby directed to issue all necessary permits, free of charge, notwithstanding other ordinances of the City of Chicago to the Contrary, to Northwestern Memorial Hospital, 251 East Huron Street, for interior office space on the sixth (6''') and seventh (7*^) floors at 446 East Ontario Street on the premises known as 251 East Huron Street.

Said building shall be used exclusively for educational and religious purposes and shall not be leased or otherwise used with a view to profit, and the work thereon shall be done in accordance with plans submitted.

SECTION 2. This ordinance shall take effect and be in force from and sifter its passage. 10/2/2002 REPORTS OF COMMITTEES 94373

Regional Transportation Authority.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Sewers, the Commissioner of Water and the Commissioner of Fire are hereby directed to issue all necessary pennits, free of charge, notwithstanding other ordinances of the City of Chicago to the contrary, to the Regional Transportation Authority, 175 West Jackson Boulevard, Chicago, Illinois (new address) for interior office space on the second (2"^*) and fifteenth (15^^) floors on the premises known as 175 West Jackson Boulevard.

SECTION 2. This ordinance shall take effect and be in force from and after its passage.

Saint Margaret Of Scotland Church And School

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Environment, the Commissioner of Fire, the Commissioner of Sewers, the Commissioner of Water and the Director of Revenue are hereby authorized and directed to issue all necessary permits, all on-site water/sewer inspection fees and all water/sewer plan review fees, free of charge, notwithstanding other ordinances of the City of Chicago to the contrary, to Saint Margaret of Scotland Church and School, 9837 South Throop Street, for a new gjonnasium building on the premises known as 9837 South Throop Street.

Said building(s) and appurtenances thereto shall be used exclusively for charitable purposes and shall not be leased or otherwdse used wdth a view to profit, and the work thereon shall be done in accordance with plans submitted and all of the appropriate prorisions of the Municipal Code of Chicago of the City of Chicago and departmental requirements of various departments ofthe City ofChicago, and said 94374 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

building(s) and all appurtenances thereto shall be constructed and maintained so that they shall comply in all respects with the requirements of the appropriate provisions of the Municipal Code of the City of Chicago for the issuance of all pennits.

SECTION 2. This ordinance shall take effect and be in force from and after its passage.

CANCELLATION OF WATER/SEWER ASSESSMENTS.

Minister Khakmonez Yis Ael/Bethel Temple.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Pursuant to Section 11-12-540 of the Municipal Code of Chicago, the Commissioner of Water and the Commissioner of Sewers are hereby authorized and directed to cancel existing assessments, notwithstanding other ordinances of the City of Chicago to the contrary, assessed against Minister Khakmonez Yis Ael/Bethel Temple, 641 - 645 North Kedzie Avenue (Account Number 508363- 508363) in the amount of $3,368.23.

SECTION 2. This ordinance shall take effect and be in force from and after its passage.

Catholic Charities (Notre Dame Of Chicago Parish).

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Pursuant to Section 11-12-540 of the Municipal Code of Chicago, the Commissioner of Water and the Commissioner of Sewers are hereby authorized and directed to cancel all assessments as of the effective date of this ordinance, notwithstanding other ordinances of the City of Chicago to the contrary, assessed against Catholic Charities (Notre Dame ofChicago parish), 2189 West Bowler Street (Account Number 440 561). 10/2/2002 REPORTS OF COMMITTEES 94375

SECTION 2. This ordinance shall take effect and be in force from and after its passage.

Church Of Christ Presbyterian. (Account Number 428709)

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Pursuant to Section 11-12-540 of the Municipal Code of Chicago, the Commissioner of Water is hereby authorized and directed to cancel the water assessment in the amount of $4,356.55 charged to Church of Christ Presbjd:erian, 5848 - 5858 North Spaulding Avenue (Account Number 428709).

SECTION 2. This ordinance shall take effect upon its passage and publication.

Church Of Christ Presbyterian. (Account Number 441136)

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Pursuant to Section 11-12-540 of the Municipal Code of Chicago, the Commissioner of Water is hereby authorized and directed to cancel the water assessment in the amount of $974.07 charged to Church of Christ Presbyterian, 5846 North Spaulding Avenue (Account Number 441136).

SECTION 2. This ordinance shall take effect upon its passage and publication.

Faith Temple Missionary Baptist Church.

Be It Ordained by the City Council of the City of Chicago: 94376 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

SECTION 1. Pursuant to Section 11-12-540 ofthe Municipal Code ofChicago, the Commissioner of Water and the Commissioner of Sewers are hereby authorized and directed to cancel existing assessments, notwithstanding other ordinances of the City of Chicago to the contrary, in the amount of $14,813.35 assessed against the Faith Temple Missionaiy Baptist Church located at 6203 South Wolcott Avenue (Account Number 178233).

SECTION 2. This ordinance shall take effect and be in force from and after its passage.

Holy Trinity Croatian Parish.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Pursuant to Section 11-12-540 of the Municipal Code of Chicago, the Commissioner of Water and the Commissioner of Sewers are hereby authorized and directed to cancel the water assessments as of the effective date of this ordinance, notwithstanding other ordinances ofthe City ofChicago to the contrary, assessed against Holy Trinity Croatian parish, as follows:

1850 South Throop Street (Account Number 428472);

1840 South Throop Street (Account Number 428474);

1838 South Throop Street (Account Number 291607); and ,

1844 - 1848 South Throop Street (Account Number 428473).

SECTION 2. This ordinance shall take effect and be in force from and after its passage.

Light Of Christ.

Be It Ordained by the City Council of the City of Chicago: 10/2/2002 REPORTS OF COMMITTEES 94377

SECTION 1. Pursuant to Section 11-12-540 ofthe Municipal Code ofthe City of Chicago, the Commissioner of Water and the Cominissioner of Sewers are hereby authorized and directed to cancel existing assessments, notwithstanding other ordinances ofthe City ofChicago to the contrary, assessed against Light of Christ, 7049 - 7055 North Westem Avenue (Account Number 446189-446189) in the amount of $33.15 (current biU date June 7, 2002 - due date June 28, 2002).

SECTION 2. This ordinance shall take effect and be in force from and after its passage.

Missionaries Of Charity Parish.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Pursuant to Section 11-12-540 ofthe Municipal Code of Chicago, the Commissioner of Water and the Commissioner of Sewers are hereby authorized and directed to cancel all assessments as of the effective date of this ordinance, notwithstanding other ordinances of the City of Chicago to the contrary, assessed against Missionaries of Charity parish, 1629 South Allport Street (Account Number 442396).

SECTION 2. This ordinance shall take effect and be in force from and after its passage.

Providence Of God Parish.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Pursuant to Section 11-12-540 of the Municipal Code of Chicago, the Commissioner of Water and the Commissioner of Sewers are hereby authorized and directed to cancel all assessments as of the effective date of this ordinance, notwithstanding other ordinances of the City of Chicago to the contreiry, assessed against Providence of God parish, as follows: 94378 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

715-717 West 18* Street (Account Number 428370);

712-714 West 19* Street (Account Number 428373);

1814 South Union Avenue (Account Number 428372); and

1800 - 1813 South Union Avenue (Account Number 428371).

SECTION 2. This ordinance shall take effect and be in force from and after its passage.

Saint Adalbert Parish.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Pursuant to Section 11-12-540 ofthe Municipal Code ofthe City of Chicago, the Commissioner of Water and the Commissioner of Sewers are hereby authorized and directed to cancel cdl assessments as of the effective date of this ordinance, notwithstanding other ordinances ofthe City ofChicago to the contrary, assessed against Saint Adalbert parish, as follows:

1648 - 1650 West 17* (Account Number 428376);

1626 - 1632 West 17* (Account Number 428378); and

1640 West 17* (Account Number 428377).

SECTION 2. This ordinance shedl take effect and be in force from and after its passage.

Saint Ann Parish.

Be It Ordained by the City Council of the City of Chicago: 10/2/2002 REPORTS OF COMMITTEES 94379

SECTION 1. Pursuant to Section 11-12-540 ofthe Municipal Code ofChicago, the Commissioner of Water and the Commissioner of Sewers are hereby authorized and directed to cancel all assessments as of the effective date of this ordinance, notwithstanding other ordinances of the City of Chicago to the contrary, assessed against Saint Ann parish, as follows:

1818 - 1834 South Leavitt Street (Account Number 428379); and

2213 - 2217 West 18* (Account Number 428380).

SECTION 2. This ordinance shall take effect and be in force from and after its passage.

Saint Callistus (Notre Dame Of Chicago) Parish. (2165 West Bowler Street)

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Pursuant to Section 11-12-540 of the Municipal Code of Chicago, the Commissioner of Water and the Commissioner of Sewers are hereby authorized and directed to cancel all assessments as of the effective date of this ordinance, notwithstanding other ordinances of the City of Chicago to the contrary, assessed against Saint Callistus (Notre Dame of Chicago) parish, 2165 West Bowler Street (Account Number 440560).

SECTION 2. This ordinance shall take effect and be in force from and after its passage.

Saint Callistus (Notre Dame Of Chicago) Parish. (2183 West Bowler Street)

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Pursuant to Section 11-12-540 of the Municipal Code of Chicago, 94380 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

the Commissioner of Water and the Commissioner of Sewers are hereby authorized and directed to cancel all assessments as of the effective date of this ordinance, notwithstanding other ordinances of the City of Chicago to the contrary, assessed against Saint Callistus (Notre Dame ofChicago) parish, 2183 West Bowler Street (Account Number 440546).

SECTION 2. This ordinance shall take effect and be in force from and after its passage.

Saint Jerome Croatian Parish.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Pursuant to Section 11-12-540 ofthe Municipal Code of Chicago, the Commissioner of Water and the Commissioner of Sewers are hereby authorized and directed to cancel all assessments as of the effective date of this ordinance, notwithstanding other ordinances of the City of Chicago to the contrary, assessed against Saint Jerome Croatian parish, as follows:

2805 South Princeton Avenue (Account Number 440296); and

2813 South Princeton Avenue (Account Number 440295).

SECTION 2. This ordinance shall take effect and be in force from and after its passage.

Saint Michael Parish.

Be It Ordained by the City CouncU of the City of Chicago:

against Saint Michael parish, as follows:

2315 West 24* (Account Number 440417);

2323 West 24* (Account Number 440421); and

2331 West 24* (Account Number 440422).

SECTION 2. This ordinance shall take effect and be in force from and after its passage.

Saint Paul Parish.

Be It Ordained by the City Council of the City of Chicago:

2125 - 2127 West 22"" (Account Number 428400);

2131 West 22"'' (Account Number 428401);

2234 - 2240 South Hojoie Avenue (Account Number 428399);

2114-2118 West 22"'' (Account Number 428398); and

2122 West 22"'' (Account Number 428397).

SECTION 2. This ordinance shall take effect and be in force from and after its passage. 94382 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Saint Pius V Parish.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Pursuant to Section 11-12-540 of the Municipal Code of Chicago, the Commissioner of Water and the Commissioner of Sewers are hereby authorized and directed to cancel all assessments as of the effective date of this ordinance, notwithstanding other ordinances ofthe City ofChicago to the contrary, assessed against Saint Pius V parish, 1921 South Ashland Avenue (Account Number 442470). /

SECTION 2. This ordinance shall take effect and be in force from and after its passage.

Sairit Procopius Parish.

Be It Ordained by the City Council of the City of Chicago:

1647 South Allport Street (Account Number 428471);

1625 South Allport Street (Account Number 442469);

1637 - 1639 South Allport Street (Account Number 515604);

1214 - 1216 West 18* (Account Number 428470); and

1220 - 1226 West 18* (Account Number 428469).

SECTION 2. This ordinance shall take effect and be in force from and after its passage. 10/2/2002 REPORTS OF COMMITTEES 94383

Saint Therese Chinese Catholic Parish.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Pursuant to Section 11-12-540 of the Municipal Code of Chicago, the Commissioner of Water and the Commissioner of Sewers are hereby authorized cind directed to cancel all assessments as of the effective date of this ordinance, notwithstanding other ordinances ofthe City ofChicago to the contrary, assessed against Saint Therese Chinese Catholic parish, 251 West 23'^'' (Account Number 440302)

SECTION 2. This ordinance shedl take effect and be in force from and after its passage.

Santa Lucia - Santa Maria Incoronata Parish.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Pursuant to Section 11-12-540 of the Municipal Code of Chicago, the Commissioner of Water and the Commissioner of Sewers are hereby authorized and directed to ceincel all assessments as of the effective date of this ordinance, notwithstanding other ordinances of the City of Chicago to the contrary, assessed against Santa Lucia — Santa Maria Incoronata parish, as follows:

3022 South WeUs Street (Account Number 440306);

3017 South WeUs Street (Account Number 440298); and

3018 - 3020 South WeUs Street (Account Number 440288).

SECTION 2. This ordinance shall take effect and be in force from and after its passage. 94384 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Southside Tabernacle Assemblies Of God.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Pursuant to Section 11-12-540 ofthe Municipal Code of Chicago, the Commissioner of Water and the Commissioner of Sewers are hereby authorized and directed to cancel existing assessments, notwithstanding other ordinances of the City of Chicago to the contrary, assessed against Southside Tabernacle Assemblies of God, 7752 - 7758 South Racine Avenue (Account Number 571529).

SECTION 2. This ordinance shall take effect and be in force from and after its passage.

Triumph The Everlasting Gospel Church.

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Pursuant to Section 11-12-540 ofthe Municipal Code ofChicago, the Commissioner of Water and the Commissioner of Sewers are hereby authorized and directed to cancel assessments, notwithstanding other ordinances of the City of Chicago to the contrary, in the amount of $5,631.00 assessed against Triumph the Everlasting Gospel Church, for their premises located at 4939 — 4949 South Seeley Avenue (Account Number 428225).

SECTION 2. This ordinance shall take effect and be in force upon its passage and publication.

REPEAL OF PRIOR ORDINANCE AND AUTHORIZATION FOR ISSUANCE OF PERMITS, FREE OF CHARGE, TO LUTHERAN SCHOOL OF THEOLOGY AT CHICAGO.

The Committee on Finance submitted the following report: 10/2/2002 REPORTS OF COMMITTEES 94385

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration an ordinance authorizing the issuance ofali necessary permits, free of charge, to Lutheran School of Theology at Chicago, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Sewers, the Commissioner of Water, the Director ofRevenue and the Commissioner of Fire are hereby directed to issue all necessary permits, all on-site water/sewer 94386 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

inspection fees cind all water/ sewer plan review fees, free of charge, notwithstanding other ordinances of the City of Chicago to the contraiy, to Lutheran School of Theology at Chicago, 1100 East 55* Street, for remodeling of an existing building for office space and chapel on the premises known at 1116 East 55* Street.

Said building shall be used exclusively for not-for-profit and related purpose and shall not be leased or otherwise used with a view to profit, and the work thereon shall be done in accordance with plans submitted.

SECTION 2. This ordinance shall take effect and be in force from and after its passage. This ordinance is repealing the ordinance passed on May 29, 2002 and found on page 85937 of the Joumal of the Proceedings of the City Council.

EXEMPTION OF CATHOLIC THEOLOGICAL UNION FROM PAYMENT OF ALL CITY PERMIT, LICENSE AND INSPECTION FEES FOR PERIOD ENDING DECEMBER 31, 2003.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council:

Your Committee on Finance, having had under consideration a proposed ordinance presented by AlderaiEm Hairston (5* Ward) exempting the Catholic Theological Union from payment ofali city pennit, license and inspection fees for the period ending December 31, 2003, and having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewdth.

This recommendation was concurred in by a viva voce vote ofthe members ofthe Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman. 10/2/2002 REPORTS OF COMMITTEES 94387

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Coinmissioner of Transportation, the Commissioner of Streets ahd Sanitation, the Commissioner of Sewers, the Commissioner of Water and the Commissioner of Fire are hereby directed to issue all necessary permits, all on-site water/sewer inspection fees and all water/sewer plan review fees, free of charge, notwdthstanding other ordinances ofthe City ofChicago to the contrary, to the Catholic Theological Union, a not-for- profit Illinois corporation, related to the erection and maintenance of building(s) and fuel storage facilities at 5326 South Cornell Avenue, 5401 South Cornell Avenue, 5413 - 5415 South CorneU Avenue, 5417 - 5419 South CorneU Avenue and 5420 South Cornell Avenue.

Said building(s) and appurtenances thereto shall be used exclusively for charitable purposes and shall not be leased or otherwise used with a view to profit, and the work thereon shall be done in accordance with plans submitted and all of the appropriate provisions of the Municipal Code of the City of Chicago, and said buildings and all appurtenances thereto shall be constructed and maintained so that they shall comply in all respects with the requirements of the appropriate provisions of the Municipal Code of the City of Chicago for the issuance of all permits and licenses.

SECTION 2. The Catholic Theological Union, a not-for-profit Illinois corporation, located at 5326 South ComeU Avenue, 5401 South CorneU Avenue, 5413 - 5415 South ComeU Avenue, 5417 - 5419 South CorneU Avenue and 5420 South Cornell Avenue, engaged in educational and related activities, shall be exempt from payment ofthe city license fees and shall be entitled to the canceUation of warrants for the collection of inspection fees. 94388 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

SECTION 3. The CathoUc Theological Union shall be entitled to a refund of city fees which it has paid and to which it is exempt pursuant to Sections 1 and 2 ofthis ordinance.

SECTION 4. This ordinance shall be in force for a period of one (1) year for the period of January 1, 2003 to December 31, 2003.

EXEMPTION OF CHICAGO MUSIC AND DANCE THEATER FROM PAYMENT OF ALL CITY PERMIT, LICENSE AND INSPECTION FEES FOR PERIOD ENDING DECEMBER 31, 2002.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration a proposed ordinance presented by Aldennan Natarus (42"'' Ward) exempting Chicago Music and Dance Theater from pajonent ofali city permit, license and inspection fees for the period ending December 31, 2002, and having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concurred in by a viva voce vote ofthe members ofthe Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows: 10/2/2002 REPORTS OF COMMITTEES 94389

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Bumett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colomj Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natams, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Sewers, the Commissioner of Water and the Commissioner of Fire are hereby directed to issue all necessary permits, and all on-site water/sewer inspection fees and all water/sewer plan review fees, free of charge, notwdthstanding other ordinances of the City of Chicago to the contrary, to Chicago Music and Dance Theater, a not-for-profit Illinois corporation, related to the erection and maintenance of the building(s) and fuel storage facilities located at 205 East Randolph Street.

Said building(s) and all appurtenances thereto shall be used exclusively for charitable purposes and shall not be leased or otherwise used with a view to profit, and the work thereon shall be done in accordance with plans submitted and all of the appropriated provisions of the Municipal Code of the City of Chicago and departmental requirements of various departments ofthe City ofChicago, and said building(s) and all appurtenances thereto shall be constructed and maintained so that they shall comply in all respects with the requirements of appropriate provisions of the Municipal Code of the City of Chicago for the issuance of all pennits and licences.

SECTION 2. Chicago Music and Dance Theater, a not-for-profit Illinois corporation, also doing business engaged in cultural, educational and related activities, shall be exempt from the payment of city license fees and shall be entitled to the cancellation of warrants for the collection of inspection fees.

SECTION 3. Chicago Music and Dance Theater shall be entitled to a refund of* city fees which it has paid and to which it is exempt pursuant to Sections 1 and 2 of the ordinance. 94390 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

SECTION 4. This ordinance shall be in force for a period of one (1) year but in no event beyond December 31, 2002.

EXEMPTION OF DAY SPRING CHURCH FROM PAYMENT OF ALL CITY PERMIT, LICENSE AND INSPECTION FEES.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration a proposed ordinance presented by Aldennan Suarez (3 P' Ward) exempting Day Spring Church from pajonent of all city pennit, license and inspection fees, and having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance trcinsmitted herewith.

This recommendation was concuned in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas,and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlcik, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48. 10/2/2002 REPORTS OF COMMITTEES 94391

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Environment, the Commissioner of Fire, the Commissioner of Sewers, the Commissioner of Water, the Zoning Administrator and the Director of Revenue are hereby directed to issue all necessary pennits, all on-site water/sewer inspection fees and all water/sewer plan review fees, free of charge, notwithstanding other ordinances ofthe City ofChicago to the contrary, to Day Spring Church, 5120 West Fullerton Avenue, for the construction and rehabilitation ofthe church building on the premises known as 5120 West Fullerton Avenue.

Said building shall be used exclusively for not-for-profit and related purposes and shall not be leased or otherwise used with a view to profit and the work thereon shall be done in accordance with the plans submitted.

SECTION 2. The Day Spring Church shall be entitied to a refund of city fees which it has paid and to which it is exempt pursuant to Section 1 ofthis ordinance.

SECTION 3. This ordinance shall take effect and be in force from and after its passage.

EXEMPTION OF HOLY CROSS HOSPITAL FROM PAYMENT OF ALL CITY PERMIT, LICENSE AND INSPECTION FEES FOR PERIOD ENDING NOVEMBER 15, 2003.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council 94392 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Your Committee on Finance, having had under consideration a proposed ordinance presented by Alderman T. Thomas (15* Ward) exempting Holy Cross Hospital from pajonent of all city permit, license and inspection fees for the period ending November 15, 2003, and having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concuned in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Sewers, the Commissioner of Water and the Commissioner of Fire are hereby directed to issue all necessary permits, all on-site water/sewer inspection fees and all water/sewer plan review fees, free of charge, notwithstanding other ordinances ofthe City ofChicago to the contraiy, to Holy Cross Hospital, a not-for-profit Illinois corporation, related to the erection and maintenance of the building(s) and fuel storage faciUties located at 2701 West 68* Street. 10/2/2002 REPORTS OF COMMITTEES 94393

Said building(s) and all appurtenemces thereto shall be used exclusively for charitable purposes and shall not be leased or otherwise used wdth a view to profit, and the work thereon shall be done in accordance with plans submitted and all of the appropriated provisions of the Municipal Code of the City of Chicago and departmental requirements of various departments ofthe City ofChicago, and said building(s) and all appurtenances thereto shall be constmcted and maintained so that they shall comply in all respects with the requirements of appropriate provisions of the Municipal Code of the City of Chicago for the issuance of all permits and licences.

SECTION 2. Holy Cross Hospital, a not-for-profit Illinois corporation, located at 2701 West 68* Street, engaged in medical, educational and related activities, shall be exempt from the payment of city license fees and shall be entitled to the cancellation of warrants for the collection of inspection fees.

SECTION 3. Holy Cross Hospital shall be entitled to a refund of city fees which it has paid and to which it is exempt pursuant to Sections 1 and 2 ofthis ordinance.

SECTION 4. This ordinance shall be in force for a period of one (1) year but in no event beyond November 15, 2003.

EXEMPTION OF MC KINLEY MOORE HOUSE FROM PAYMENT OF ALL CITY PERMIT, LICENSE AND INSPECTION FEES FOR PERIOD ENDING NOVEMBER 15, 2003.

The Committee on Finance submitted the followdng report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration a proposed ordinance presented by Alderman Pope (10* Ward) exempting McKinley Moore House from pajonent of all city pennit, license and inspection fees for the period ending November 15, 2003, and having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewdth. 94394 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Aldennan Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natams moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Sewers, the Commissioner of Water and the Commissioner of Fire are hereby directed to issue all necessary permits, all on-site water/sewer inspection fees and all water/sewer plan review fees, free of charge, notwithstanding other ordinances of the City of Chicago to the contrary, to McKinley Moore House, a not-for-profit Illinois corporation, related to the erection and maintenance ofthe building(s) and fuel storage facilities located at 9135 South Brandon Avenue.

Said building(s) and all appurtenances thereto shall be used exclusively for charitable purposes and shall not be leased or otherwise used with a view to profit, and the work thereon shall be done in accordance with plans submitted and all of the appropriated provisions of the Municipal Code of the City of Chicago and departmental requirements of various departments ofthe City ofChicago, and said building(s) and all appurtenances thereto shall be constructed and maintained so 10/2/2002 REPORTS OF COMMITTEES 94395

that they shall comply in all respects with the requirements of appropriate provisions of the Municipal Code of the City of Chicago for the issuance of all permits and licences.

SECTION 2. McKinley Moore House, a not-for-profit Illinois corporation, located at 9135 South Brandon Avenue, engaged in medical, educational and related activities, shall be exempt from the pajonent of city license fees and shall be entitied to the cancellation of warrants for the collection of inspection fees.

SECTION 3. McKinley Moore House shall be entitled to a refund of city fees which it has paid and to which it is exempt pursuant to Sections 1 and 2 of this ordinance.

SECTION 4. This ordinance shall be in force for a period of one (1) yeeir but in no event beyond November 15, 2003.

EXEMPTION OF NORTHWESTERN UNIVERSITY SETTLEMENT HOUSE FROM PAYMENT OF ALL CITY PERMIT, LICENSE AND INSPECTION FEES FOR PERIOD ENDING DECEMBER 31, 2002.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration a proposed ordinance presented by Alderman Bumett (27* Ward) exempting Northwestem University Settlement House from pajonent ofali city permit, license and inspection fees for the period ending December 31, 2002, and having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith. 94396 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

This recommendation was concuned in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwdnkle, Hedrston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Bumett, E. Smith, Carothers, Wojcik, Suarez, Matiak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natams, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Sewers, the Commissioner of Water and the Commissioner of Fire are hereby directed to issue all necessary permits, all on-site water/sewer inspection fees and all water/sewer plan review fees, free of charge, notwithstanding other ordinances ofthe City ofChicago to the contrary, to Northwestern University Settlement House, a not-for-profit IlUnois corporation, related to the erection and maintenance of building(s) and fuel storage facilities at 1400 West Augusta Boulevard.

Said building(s) and all appurtenances thereto shall be used exclusively for charitable purposes and shall not be leased or otherwise used with a view to profit, and the work thereon shall be done in accordance wdth plans submitted and all of the appropriate provisions of the Municipal Code of the City of Chicago and departmental requirements of various departments ofthe City ofChicago, and said building(s) and all appurtenances thereto shall be constructed and maintained so 10/2/2002 REPORTS OF COMMITTEES 94397

that they shall comply in all respects wdth the requirements of the appropriate provisions of the Municipal Code of the City of Chicago for the issuance of all permits and licenses.

SECTION 2. Northwestem University Settlement House, a not-for-profit Illinois corporation, located at 1400 West Augusta Boulevard, engaged in medical, educational £ind related actirities, shall be exempt from pajonent of city license fees and shall be entitled to the Ccincellation of warrants for the collection of inspection fees.

SECTION 3. Northwestem University Settlement House shall be entitled to a refund of city fees which it has paid and to which it is exempt pursuant to Sections 1 and 2 of this ordinance.

SECTION 4. This ordinance shall be in force for a period of one (1) year but in no event beyond December 31, 2002.

EXEMPTION OF NORWEGIAN-AMERICAN HOSPITAL FROM PAYMENT OF ALL CITY PERMIT, LICENSE AND INSPECTION FEES FOR PERIOD ENDING NOVEMBER 15, 2003.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration a proposed ordinance presented by Alderman Ocasio (26* Ward) and Alderman Granato (P' Ward) exempting Norwegian-American Hospital from payment ofali city permit, license and inspection fees for the period ending November 15, 2003, and having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith. 94398 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

This recommendation was concuned in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Aldennan Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Bumett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays -- None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Sewers, the Commissioner of Water and the Commissioner of Fire are hereby directed to issue all necessary permits, all on-site water/sewer inspection fees and all water/sewer plan review fees, free of charge, notwithstanding other ordinances of the City of Chicago to the contrary, to Norwegian-American Hospital, a not-for- profit Illinois corporation, related to the erection and maintenance of building(s) and fuel storage facilities at the followdng location(s):

1044 North Francisco Avenue;

1044 North Mozart Street; and

1029 North Sacramento Avenue. 10/2/2002 REPORTS OF COMMITTEES 94399

Said building(s) and all appurtenances thereto shall be used exclusively for charitable purposes and shall not be leased or otherwise used with a view to profit, and the work thereon shall be done in accordance with plans submitted and all of the appropriate provisions of the Municipal Code of the City of Chicago and departmental requirements of various departments ofthe City ofChicago, and said building(s) and all appurtenances thereto shall be constructed and maintained so that they shall comply in all respects wdth the requirements of the appropriate provisions of the Municipal Code of the City of Chicago for the issuance of all permits and licenses.

SECTION 2. Norwegian-American Hospital, a not-for-profit Illinois corporation, located at 1044 North Francisco Avenue, 1044 North Mozart Street and 1029 North Sacramento Avenue, engaged in medical, educational and related activities shall be exempt from pajonent of city license fees and shall be entitled to the cancellation of wanants for the collection of inspection fees.

SECTION 3. Norwegian-American Hospital shall be entitled to a refund of city fees which it has paid and to which it is exempt pursuant to Sections 1 and 2 ofthis ordinance.

SECTION 4. This ordinance shall be in force for a period of one (1) year but in no event beyond November 15, 2003.

EXEMPTION OF OUR LADY OF THE RESURRECTION MEDICAL CENTER FROM PAYMENT OF ALL CITY PERMIT, LICENSE AND INSPECTION FEES FOR PERIOD ENDING NOVEMBER 15, 2000.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration a proposed ordinance presented by Alderman Allen (38* Ward) exempting Our Lady of the Resurrection Medical Center from pajonent ofali city permit, license and inspection fees for the period ending November 15, 2000, and having had the same under 94400 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted wdth the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Bumett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natams, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Sewers, the Commissioner of Water and the Commissioner of Fire are hereby directed to issue all necessary pennits, all on-site water/sewer inspection fees and all water/sewer plan review fees, free of charge, notwithstanding other ordinances of the City of Chicago to the contrary, to Our Lady of the Resunection Medical Center, a not-for-profit Illinois corporation, related to the erection and maintenance of building(s) and fuel storage facilities at the following locations:

5645 West Addison Street 5623 West Addison Street Chicago, Illinois 60634 Chicago, Illinois 60634 10/2/2002 REPORTS OF COMMITTEES 94401

3520 West Addison Street 5635 West Addison Street Chicago, Illinois 60634 Chicago, Illinois 60634

3520 North Central Avenue 5602 West Eddy Street Chicago, Illinois 60634 Chicago, Illinois 60634

6808 West Belmont Avenue 5606 West Eddy Street Chicago, Illinois 60634 Chicago, Illinois 60634

3210 North Oak Park Avenue 5614 West Eddy Street Chicago, Illinois 60634 Chicago, Illinois 60634

5644 West Addison Street 3545 North Major Avenue Chicago, Illinois 60634 Chicago, Illinois 60634

5632 West Addison Street Chicago, Illinois 60634

Said building(s) and all appurtenances thereto shall be used exclusively for charitable purposes and shall not be leased or otherwise used with a view to profit, and the work thereon shall be done in accordance with plans submitted and all of the appropriate provisions of the Municipal Code of the City of Chicago and departmental requirements of various departments ofthe City ofChicago, and said building(s) and all appurtenances thereto shall be constmcted and maintained so that they shall comply in all respects with the requirements of the appropriate provisions of the Municipal Code of the City of Chicago for the issuance of all permits and licenses.

SECTION 2. Our Lady ofthe Resurrection Medical Center, a not-for-profit Illinois corporation, located at 5645 West Addison Street, 3520 West Addison Street, 3520 North Central Avenue, 6808 West Belmont Avenue, 3210 North Oak Park Avenue, 5644 West Addison Street, 5632 West Addison Street, 5623 West Addison Street, 5635 West Addison Street, 5602 West Eddy Street, 5606 West Eddy Street, 5614 West Eddy Street and 3545 North Major Avenue, engaged in medical, educational and related activities, shall be exempt from pajonent of city license fees and shall be entitled to the cancellation of warrants for the collection of inspection fees.

SECTION 3. Our Lady of the Resurrection Medical Center shall be entitled to a refund of city fees that it has paid and to which it is exempt pursuant to Sections 1 and 2 of this ordinance.

SECTION 4. This ordinance shall be in force for a period ofone (1) year but in no event beyond November 15, 2000. 94402 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

EXEMPTION OF OUR LADY OF THE RESURRECTION MEDICAL CENTER FROM PAYMENT OF ALL CITY PERMIT, LICENSE AND INSPECTION FEES FOR PERIOD ENDING NOVEMBER 15, 2001.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration a proposed ordinance presented by Alderman Allen (38* Ward) exempting Our Lady of the Resunection Medical Center from pajonent ofali city permit, license and inspection fees for the period ending November 15, 2001, and having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concurred in by a viva voce vote ofthe members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Bumett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natams, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natams moved to reconsider the foregoing vote. The motion was lost. 10/2/2002 REPORTS OF COMMITTEES 94403

The followdng is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Sewers, the Commissioner of Water and the Commissioner of Fire are hereby directed to issue all necessary permits, all on-site water/sewer inspection fees and all water/sewer plan review fees, free of charge, notwdthstanding other ordinances of the City of Chicago to the contrary, to Our Lady of the Resunection Medical Center, a not-for-profit Illinois corporation, related to the erection and maintenance of building(s) and fuel storage facilities at the following locations:

5645 West Addison Street 5623 West Addison Street Chicago, Illinois 60634 Chicago, Illinois 60634

3520 West Addison Street 5635 West Addison Street Chicago, Illinois 60634 Chicago, Illinois 60634

3520 North Central Avenue 5602 West Eddy Street Chicago, Illinois 60634 Chicago, Illinois 60634

6808 West Belmont Avenue 5606 West Eddy Street Chicago, Illinois 60634 Chicago, Illinois 60634

3210 North Oak Park Avenue 5614 West Eddy Street Chicago, Illinois 60634 Chicago, Illinois 60634

5644 West Addison Street 3545 North Major Avenue Chicago, Illinois 60634 Chicago, Illinois 60634

5632 West Addison Street Chicago, Illinois 60634

Said building(s) and all appurtenances thereto shall be used exclusively for charitable purposes and shall not be leased or otherwise used with a view to profit, and the work thereon shall be done in accordance wdth plans submitted and all of the appropriate provisions of the Municipal Code of the City of Chicago and departmental requirements of various departments ofthe City ofChicago, and said building(s) and all appurtenances thereto shall be constructed and maintained so that they shall comply in all respects with the requirements of appropriate provisions of the Municipal Code of the City of Chicago for the issuance of all permits and licenses. 94404 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

SECTION 2. Our Lady ofthe Resurrection Medical Center, a not-for-profit Illinois corporation, located at 5645 West Addison Street, 3520 West Addison Street, 3520 North Central Avenue, 6808 West Belmont Avenue, 3210 North Oak Park Avenue, 5644 West Addison Street, 5632 West Addison Street, 5623 West Addison Street, 5635 West Addison Street, 5602 West Eddy Street, 5606 West Eddy Street, 5614 West Eddy Street and 3545 North Major Avenue, engaged in medical, educational and related activities, shall be exempt from the pajonent of city license fees and shall be entitled to the cancellation of warrants for collection for inspection fees.

SECTION 3. Our Lady ofthe Resurrection Medical Center shall be entitled to a refund of city fees that it has paid and to which it is exempt pursuant to Sections 1 and 2 of this ordinance.

SECTION 4. This ordinance shall be in force for a period of one (1) year but in no event beyond November 15, 2001.

EXEMPTION OF OUR LADY OF THE RESURRECTION MEDICAL CENTER FROM PAYMENT OF ALL CITY PERMIT, LICENSE AND INSPECTION FEES FOR PERIOD ENDING NOVEMBER 15, 2002.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration a proposed ordinance presented by Alderman Allen (38* Ward) exempting Our Lady of the Resurrection Medical Center from pajonent ofali city permit, license and inspection fees for the period ending November 15, 2002, and having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith. 10/2/2002 REPORTS OF COMMITTEES 94405

This recommendation was concurred in by a viva voce vote ofthe members ofthe committee.

Respectfully submitted.

(Signed) EDWARD M. BURKE, Chairman.

On motion of Aldennan Burke, the said proposed ordinance transmitted wdth the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Sewers, the Commissioner of Water and the Commissioner of Fire are hereby directed to issue all necessary permits, all on-site water/sewer inspection fees and all water/sewer plan review fees, free of charge, notwdthstanding other ordinances of the City of Chicago to the contrary, to Our Lady of the Resurrection Medical Center, a not-for-profit Illinois corporation, related to the erection and maintenance of building(s) and fuel storage facilities at the following locations:

5645 West Addison Street 5623 West Addison Street Chicago, Illinois 60634 Chicago, Illinois 60634

3520 West Addison Street 5635 West Addison Street Chicago, Illinois 60634 Chicago, Illinois 60634 94406 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

3520 North Central Avenue 5602 West Eddy Street Chicago, Illinois 60634 Chicago, Illinois 60634

6808 West Belmont Avenue 5606 West Eddy Street Chicago, Illinois 60634 Chicao, Illinois 60634

3210 North Oak Park Avenue 5614 West Eddy Street Chicago, Ulinois 60634 Chicago, IUinois60634

5644 West Addison Street 3545 North Major Avenue Chicago, Illinois 60634 Chicago, Illinois 60634

5632 West Addison Street Chicago, IlUnois 60634

SECTION 2. Our Lady ofthe Resurrection Medical Center, a not-for-profit Illinois corporation, located at 5645 West Addison Street, 3520 West Addison Street, 3520 North Central Avenue, 6808 West Belmont Avenue, 3210 North Oak Park Avenue, 5644 West Addison Street, 5632 West Addison Street, 5623 West Addison Street, 5635 West Addison Street, 5602 West Eddy Street, 5606 West Eddy Street, 5614 West Eddy Street and 3545 North Major Avenue engaged in medical, educational and related activities, shall be exempt from the payment of city license fees and shall be entitled to the cancellation of warrants for the collection of inspection fees.

SECTION 3. Our Lady of the Resunection Medical Center shall be entitled to a refund of city fees that it has paid and to which it is exempt pursuant to Sections 1 and 2 ofthis ordinance.

SECTION 4. This ordinance shall be in force for a period of one (1) year but in no event beyond November 15, 2002. 10/2/2002 REPORTS OF COMMITTEES 94407

EXEMPTION OF OUR LADY OF THE RESURRECTION MEDICAL CENTER FROM PAYMENT OF ALL CITY PERMIT, LICENSE AND INSPECTION FEES FOR PERIOD ENDING NOVEMBER 15, 2003.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration a proposed ordinance presented by Alderman Allen (38* Ward) exempting Our Lady of the Resunection Medical Center from pajonent ofali city permit, license and inspection fees for the period ending November 15, 2003, and having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Aldermem Natarus moved to reconsider the foregoing vote. The motion was lost. 94408 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Sewers, the Commissioner of Water and the Commissioner of Fire are hereby directed to issue all necessary pemiits, all on-site water/sewer inspection fees and all water/sewer plan review fees, free of charge, notwithstanding other ordinances of the City of Chicago to the contrary, to Our Lady of the Resurrection Medical Center, a not-for-profit Illinois corporation, related to the erection and maintenance of the building(s) and fuel storage facilities at the following locations:

5645 West Addison Street 5635 West Addison Street Chicago, Illinois 60634 Chicago, Illinois 60634

3520 West Addison Street 5602 West Eddy Street Chicago, Illinois 60634 Chicago, Illinois 60634

3520 North Central Avenue 5606 West Eddy Street Chicago, Illinois 60634 Chicago, Illinois 60634

5644 West Addison Street 5614 West Eddy Street Chicago, Ulinois 60634 Chicago, Illinois 60634

5632 West Addison Street 3545 North Major Avenue Chicago, Illinois 60634 Chicago, Illinois 60634

5623 West Addison Street Chicago, Illinois 60634

Said building(s) and all appurtenances thereto shall be used exclusively for charitable purposes and shall not be leased or otherwise used wdth a riew to profit, and the work thereon shall be done in accordance with plans submitted and all of the appropriate provisions of the Municipal Code of the City of Chicago and departmental requirements of various departments ofthe City ofChicago, and said building(s) and all appurtenances thereto shall be constructed and maintained so that they shall comply in all respects with the requirements of appropriate provisions of the Municipal Code of the City of Chicago for the issuance of all permits and licenses

5623 West Addison Street, 5635 West Addison Avenue, 5602 West Eddy Street, 5606 West Eddy Street, 5614 West Eddy Street and 3545 North Major Avenue, engaged in medical, educational and related activities, shall be exempt from the payment of city license fees and shall be entitled to the cemcellation of wanemts for the collection of inspection fees.

SECTION 3. Our Lady of the Resunection Medical Center shall be entitled to a refund of city fees that it has paid and to which it is exempt pursuant to Sections 1 and 2 of this ordinance. ^ SECTION 4. This ordinance shall be in force for a period of one (1) year but in no event beyond November 15, 2003.

EXEMPTION OF THE SAFER FOUNDATION FROM PAYMENT OF ALL CITY PERMIT, LICENSE AND INSPECTION FEES FOR PERIOD OF 2002 THROUGH 2003.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration a proposed ordinemce presented by Alderman Chandler (24* Ward) exempting The Safer Foundation from payment of all city permit, license emd inspection fees for the period of 2002 through 2003, and having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance tremsmitted herewith.

This recommendation was concuned in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman. 94410 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hedrston, Lyle, Beavers, Stroger, Beede, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Bumett, E. Smith, Carothers, Wojcik, Suarez, Matiak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. The Safer Foundation, located at 3210 West Arthington Street, a not-for-profit Illinois corporation, engaged in social, educational and related activities, shall be exempt from the payment of city license fees and shall be entitied to the cancellation of warrants for collection for inspection fees.

Said building(s) and all appurtenances thereto shall be used exclusively for charitable purposes emd shall not be leased or otherwise used with a view to profit, and the work thereon shall be done in accordance with plans submitted and all of the appropriate provisions of the Municipal Code of the City of Chicago and departmental requirements of various departments ofthe City ofChicago, and said building(s) and all appurtenances thereto shall be constmcted and maintained so that they shall comply in all respects with the requirements of the appropriate provisions of the Municipal Code of the City of Chicago for the issuance of all necessary permits and licenses.

SECTION 2. The Safer Foundation, located at 3210 West Arthington Street, shall be entitled to a refund of city fees which it has paid and to which it is exempt pursuant to Section 1 of this ordinance.

SECTION 3. This ordinance shall be in force for the period of 2002 through 2003. 10/2/2002 REPORTS OF COMMITTEES 94411

EXEMPTION OF SAINT ELIZABETH HOSPITAL FROM PAYMENT OF ALL CITY PERMIT, LICENSE AND INSPECTION FEES FOR PERIOD ENDING NOVEMBER 15, 2003.

The Committee on Finance submitted the followdng report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, haring had under consideration a proposed ordinance presented by Aldennan Ocasio (26* Ward) exempting Saint Elizabeth Hospital from payment ofali city permit, license and inspection fees for the period ending November 15, 2003, and having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concuned in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted wdth the foregoing committee report was Passed by yeas and nays as follows:

Yeas —Aldermen Granato, Hedthcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L, Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natams, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None. 94412 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Alderman Natams moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Sewers, the Commissioner of Water and the Commissioner of Fire are hereby directed to issue all necessary pennits, all on-site water/sewer inspection fees and all water/sewer plan review fees, free of cheirge, notwithstanding other ordinances of the City of Chicago to the contreiry, to Saint Elizabeth Hospital, a not-for-profit Illinois corporation, related to the erection and maintenance of building(s) located at 1431 North Claremont Avenue.

Said building(s) and all appurtenances thereto shall be used exclusively for charitable purposes and shall not be leased or otherwise used with a view to profit, and the work thereon shall be done in accordance with plans submitted and all of the appropriate provisions of the Municipal Code of the City of Chicago and departmental requirements of various departments ofthe City ofChicago, and said building(s) and all appurtenances thereto shall be constructed and maintained so that they shall comply in all respects with the requirements of the appropriate provisions of the Municipal Code of the City of Chicago for the issuance of all permits and licenses.

SECTION 2. Saint Elizabeth Hospital, a not-for-profit Illinois corporation, located at 1431 North Claremont Avenue, engaged in medical, educational and related activities, shall be exempt from the pajonent of city license fees and shall be entitled to the cancellation of wanants for the collection of inspection fees.

SECTION 3. Saint Elizabeth Hospital shall be entitied to a refund of city fees that it has paid and to which it is exempt pursuant to Sections 1 and 2 ofthis ordinance.

SECTION 4. This ordinance shall be in force for a period of one (1) year but in no event beyond November 15, 2003. 10/2/2002 REPORTS OF COMMITTEES 94413

EXEMPTION OF SAINT MARY OF NAZARETH HOSPITAL CENTER FROM PAYMENT OF ALL CITY PERMIT, LICENSE AND INSPECTION FEES FOR PERIOD ENDING NOVEMBER 15, 2003.

The Committee on Finemce submitted the followdng report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration a proposed ordinance presented by Alderman Matiak (32"'' Ward) exempting Saint Mary of Nazareth Hospital Center from payment of all city peimit, license and inspection fees for the period ending November 15, 2003, and having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concuned in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas —Aldermen Granato, Haithcock, Tillman, Preckwdnkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost. 94414 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Sewers, the Commissioner of Water and the Commissioner of Fire are hereby directed to issue all necessary permits, all on-site water/sewer inspection fees and all water/sewer plan review fees, free of charge, notwithstemding other ordinances of the City of Chicago to the contrary, to Saint Mary of Nazareth Hospital Center, a not-for-profit Illinois corporation, related to the erection and maintenance of building(s) and fuel storage facilities at the following locations:

2222 West Division Street;

2233 West Division Street;

2204 West Division Street;

2252 West Division Street; and

1203 North BeU Avenue.

Said building(s) and all appurtenances thereto shall be used exclusively for charitable purposes and shall not be leased or otherwise used with a view to profit, and the work thereon shall be done in accordance with plans submitted and all of the appropriate provisions of the Municipal Code of the City of Chicago and departmental requirements of various departments ofthe City ofChicago, and said building(s) and all appurtenemces thereto shall be constructed and maintained so that they shall comply in all respects with the requirements of the appropriate provisions of the Municipal Code of the City of Chicago for the issuance of all permits and licenses.

SECTION 2. Saint Mary of Nazareth Hospital Center, a not-for-profit Ulinois corporation, located at 2222 West Division Street, 2233 West Division Street, 2204 West Division Street, 2252 West Dirision Street and 1203 North BeU Avenue, engaged in mediced, educational and related activities, shall be exempt from the pajonent of city license fees and shall be entitled to the cancellation of wanants for collection for inspection fees.

SECTION 3. Saint Mary of Nazareth Hospital Center shall be entitled to a refund of city fees that it has paid and to which it is exempt pursuant to Sections 1 and 2 ofthis ordinance. 10/2/2002 REPORTS OF COMMITTEES 94415

SECTION 4. This ordinance shall be in force for a period of one (1) year but in no event beyond November 15,'2003.

EXEMPTION OF SISTER BONAVENTURE CHILDREN'S CENTER FROM PAYMENT OF ALL CITY PERMIT, LICENSE AND INSPECTION FEES FOR PERIOD ENDING NOVEMBER 15, 2003.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration a proposed ordinance presented by Alderman Allen (38* Ward) exempting Sister Bonaventure Children's Center from payment ofali city permit, license and inspection fees for the period ending November 15, 2003, and having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concuned in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows: 94416 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Sewers, the Commissioner of Water and the Commissioner of Fire are hereby directed to issue all necessary permits, all on-site water/sewer inspection fees and all water/sewer plan review fees, free of charge, notwithstanding other ordinances of the City of Chicago to the contraiy, to Sister Bonaventure Children's Center, a not-for-profit Illinois corporation, related to the erection and maintenance of building(s) and fuel storage facilities at 3522 North Central Avenue, 1^' Floor.

Seud building(s) and appurtenances thereto shall be used exclusively for charitable purposes and shall not be leased or otherwise used wdth a view to profit, and the work thereon shall be done in accordance with plans submitted and all of the appropriate provisions of the Municipal Code of the City of Chicago and departmental requirements of various departments ofthe City ofChicago, and said building(s) and all appurtenances thereto shall be constructed and maintained so that they shall comply in all respects with the requirements of the appropriate provisions of the Municipal Code of the City of Chicago for the issuance of all permits and licenses.

SECTION 2. Sister Bonaventure ChUdren's Center, a not-for-profit Illinois corporation, located at 3522 North Central Avenue, 1^' Floor, engaged in medical, educational and related activities shall be exempt from payment of city license fees and shall be entitled to the cancellation of warrants for the collection of inspection fees.

SECTION 3. Sister Bonaventure Children's Center shall be entitled to a refund of city fees that it has paid and to which it is exempt pursuant to Sections 1 and 2 of this ordinance. 10/2/2002 REPORTS OF COMMITTEES 94417

SECTION 4. This ordinance shall be in force for a period of one (1) year but in no event beyond November 15, 2003.

EXEMPTION OF SWEDISH COVENANT HOSPITAL AT 4753 NORTH ELSTON AVENUE FROM PAYMENT OF ALL CITY PERMIT, LICENSE AND INSPECTION FEES FOR PERIOD ENDING NOVEMBER 15, 2003.

The Committee on Finance submitted the folIoAring report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration a proposed ordinance presented by Alderman Levar (45* Ward) exempting Swedish Covenant Hospital (4753 NcSfth Elston Avenue) from pajonent of all city permit, license and inspection fees for the period ending November 15, 2003, and having had the setme under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Aldennan Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows: 94418 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Beinks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Sewers, the Commissioner of Water and the Commissioner of Fire are hereby directed to issue all necessary permits, edl on-site water/sewer inspection fees and all water/sewer plan review fees, free of charge, notwdthstanding other ordinances ofthe City ofChicago to the contrary, to Swedish Covenant Hospital, a not-for-profit Illinois corporation, related to the erection and maintenance of building(s) and fuel storage facilities at 4753 North Elston Avenue.

Said building(s) and appurtenances thereto shall be used exclusively for charitable purposes and shall not be leased or otherwise used with a view to profit, and the work thereon shall be done in accordance with plans submitted and all of the appropriate provisions of the Municipal Code of the City of Chicago and departmental requirements of various departments ofthe City ofChicago, and said building(s) and all appurtenances thereto shall be constructed and maintained so that they shall comply in all respects with the requirements of the appropriate provisions of the Municipal Code of the City of Chicago for the issuance of all permits and licenses.

SECTION 2. Swedish Covenant Hospital, a not-for-profit Illinois corporation, located at 4753 North Elston Avenue, engaged in medical, educational and related activities, shall be exempt from payment of city license fees and shall be entitled to the cancellation of warrants for the collection of inspection fees.

SECTION 3. Swedish Covenant Hospital shall be entitled to a refund of city fees that it has paid and to which it is exempt pursuant to .Sections 1 and 2 of this ordinance. 10/2/2002 REPORTS OF COMMITTEES 94419

SECTION 4. This ordinance shall be in force for a period ofone (1) year but in no event beyond November 15, 2003.

EXEMPTION OF SWEDISH COVENANT HOSPITAL AT 3434 WEST PETERSON AVENUE FROM PAYMENT OF ALL CITY PERMIT, LICENSE AND INSPECTION FEES FOR PERIOD ENDING NOVEMBER 15, 2003.

The Committee on Fineuice submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration a proposed ordinance presented by Aldermem Stone (50* Ward) exempting Swedish Covenant Hospital (3434 West Peterson Avenue) from pajonent of all city permit, license and inspection fees for the period ending November 15, 2003, and having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concuned in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows: 94420 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48. \ Nays — None.

Aldermem Natams moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Tremsportation, the Commissioner of Streets and Sanitation, the Commissioner of Sewers, the Commissioner of Water, the Commissioner of Fire and the Director of Revenue are hereby directed to issue all necessary permits, all on-site water/sewer inspection fees and all water / sewer plan review fees, free of charge, notwithstanding other ordinemces of the City of Chicago to the contrary, to Swedish Covenant Hospital, a not-for-profit Illinois corporation, related to the erection and maintenance of building(s) and fuel storage facilities at 3434 West Peterson Avenue.

Said building(s) and appurtenances thereto shall be used exclusively for charitable purposes and shall not be leased or otherwise used with a view to profit, and the work thereon shall be done in accordance with plans submitted and all of the appropriate provisions of the Municipal Code of the City of Chicago and departmental requirements of veirious departments ofthe City ofChicago, and said building(s) emd all appurtenances thereto shall be constructed and maintained so that they shall comply in all respects with the requirements of the appropriate provisions of the Municipal Code of the City of Chicago for the issuance of all necesseiry permits and licenses.

SECTION 2. Swedish Covenant Hospital a not-for-profit Illinois corporation, located at 3434 West Peterson Avenue, engaged in medical, educational and related activities shall be exempt from pajonent of city license fees and shall be entitled to the cancellation of wanants for the collection of inspection fees.

SECTION 3. Swedish Covenant Hospital shall be entitled to a refund of city fees w^hich it has paid and to \vhich it ie exempt pursuant to Sections 1 and 2 of this ordinance. 10/2/2002 REPORTS OF COMMITTEES 94421

SECTION 4. This ordinance shall be in force for a period of one (1) year but in no event beyond November 15, 2003.

EXEMPTION OF YOUNG MEN'S CHRISTIAN ASSOCIATION FROM PAYMENT OF ALL CITY PERMIT, LICENSE AND INSPECTION FEES.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finemce, having had under consideration a proposed ordinance presented by Alderman Tillman (3'^'' Ward) exempting the Young Men's Christian Association from pajonent of all city permit, license and inspection fees, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concuned in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ucasio, Bumett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48. 94422 JOURNAL-CITYCOUNCIL-CHICAGO 10/2/2002

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Transportation, the Commissioner of Streets and Sanitation, the Commissioner of Sewers, the Commissioner of Water and the Commissioner of Fire are hereby directed to issue all necessary permits, all on-site water/sewer inspection fees and all water/sewer plan review fees, free of charge, notwithstanding other ordinances ofthe City of Chicago to the contrary, to the Young Men's Christian Association, a not-for-profit Illinois corporation, related to erection and maintenance of building(s) located at 5040 South Indiana Avenue.

Scdd building(s) and all appurtenances thereto shall be used exclusively for charitable purposes and shall not be leased or otherwise used with a view to profit, and the work thereon shall be done in accordance with plans submitted and all of the appropriate provisions of the Municipal Code of the City of Chicago and departmental requirements of various departments ofthe City ofChicago, and said building(s) and all appurtenances thereto shall be constructed and maintained so that they shall comply in all respects with the requirements of the appropriate provisions of the Municipal Code of the City of Chicago for the issuance of all permits and licenses.

SECTION 2. The Young Men's Christian Association, a not-for-profit Illinois corporation, also doing business engaged medical, educational and related activities, shedl be exempt from the pajonent of city license fees and shall be entitled to the cancellation of warrants for the collection of inspection fees.

SECTION 3. The Young Men's Christian Association shall be entitled to a refund of city fees which it has paid and to which it is exempt pursuant to Sections 1 and 2 of this ordinance.

SECTION 4. This ordinance shall take effect and be in force from and after its passage. 10/2/2002 REPORTS OF COMMITTEES 94423

AUTHORIZATION FOR ISSUANCE OF SPECIAL EVENT LICENSES AND/OR PERMITS, FREE OF CHARGE, TO 63"° STREET GROWTH COMMISSION IN CONJUNCTION WITH 63"^° STREET HOLIDAY PARADE.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration an ordinance authorizing the issuance of specified licenses and/or permits, free of charge, to the 63'^'' Street Growth Commission in conjunction with the 63'^'' Street Holiday Parade, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas emd nays as follows:

Yeas — Aldermen Gremato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, AUen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Aldennan Natams moved to reconsider the foregoing vote. The motion was lost. 94424 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. That the Commissioner of Buildings, the Commissioner of Street and Sanitation, the Commissioner of Transportation and the Director of Revenue are hereby authorized and directed to issue all necessary special event permits and licenses, free of charge, notwdthstanding other ordinances ofthe City ofChicago to the contrary, to the 63"' Street Growth Commission, 2601 West 63"* Street, for the 63'^'' Street Holiday Parade to be held November 23, 2002 on the premises knowoi as 3201 - 3223 West 63^'' Street.

Said special event shall be held exclusively for not-for-profit and related purposes and shall not be otherwise used with a view to profit.

SECTION 2. This ordinemce shall take effect and be in force from and after its passage.

AUTHORIZATION-FOR WAIVER, CANCELLATION AND RELEASE OF DEMOLITION LIEN ENTERED AGAINST CONCERNED CITIZENS INCORPORATED/MOTHERS HOUSE FOR PROPERTY AT 850 NORTH DRAKE AVENUE.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, to which was referred July 10, 2002, a proposed ordinance transmitted herewith to authorize the waiver, cancellation and release of demolition liens for Concerned Citizens Incorporated/Mothers House, and having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith. 10/2/2002 REPORTS OF COMMITTEES 94425

This recommendation was concurred in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

^ On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natams, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Pursuant to Section 13-12-130 ofthe Municipal Code ofChicago, the Corporation Counsel is hereby authorized and directed to cancel and release a demolition lien in the amount of Seven Thousand Twenty-five and 46/100 Dollars ($7,025.46) entered against Concerned Citizens, Incorporated/Mothers House for the property located at 850 North Drake Avenue (Permanent Index Number 16-02- 419-019).

SECTION 2. This ordinance shall take effect and be in force upon its passage and publication. 94426 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

AUTHORIZATION FOR CANCELLATION OF WARRANTS FOR COLLECTION ISSUED AGAINST CERTAIN CHARITABLE, EDUCATIONAL AND RELIGIOUS INSTITUTIONS.

The Committee on Finance submitted the followdng report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, to which had been refened sundry proposed orders and substitute orders for cancellation of specified warrants for collection issued against certain charitable, educational and religious institutions, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed substitute order transmitted herewith.

This recommendation was concurred in by a riva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed substitute order transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, OUvo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Bumett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natams, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost. 10/2/2002 REPORTS OF COMMITTEES 94427

The followdng is said order as passed:

Ordered, That the City Comptroller is hereby authorized and directed to cancel specified warrants for collection issued against certain charitable, educational and religious institutions, as follows:

Wanant Number And Type Of Name And Address Inspection Amount

Ada S. McKinley/Danforth C2-201572 $120.00 House (Refrig.) 4540 South Michigan Avenue

Ada S. McKinley/Wright C2-201706 400.00 Center (Refrig.) 7939 South Western Avenue

Evangelical Lutheran R3-201927 60.00 Church (Pub. Place of Assem.) 8765 West Higgins Road B3-201928 60.00 (Pub. Place of Assem.)

B3-201929 60.00 (Pub. Place of Assem.)

B3-201930 60.00 (Pub. Place of Assem.)

B3-201931 60.00 (Pub. Place of Assem)

B3-201932 60.00 (Pub. Place of Assem.)

B3-201933 60.00 (Pub. Place of Assem.) 94428 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Warrant Number And Type Of Name And Address Inspection Amount

B3-201980 $ 60.00 (Pub. Place of Assem.)

B3-201981 60.00 (Pub. Place of Assem.)

B3-201982 60.00 (F>ub. Place of Assem.)

Irish American Heritage F4-212040 40.00 Center (Mech. Vent.) 4624' North Knox Avenue Pl-200071 240.00 (Fuel Burn. Equip.)

Jane Addams Center Pl-202579 225.00 3212 North Broadway (Fuel Bum. Equip.)

McKinley Intervention Al-200007 50.00 Services (Elev.) 2715 West 63^''Street

Northwest Home For The C2-201656 840.00 Aged (Refrig.) 6300 North California Avenue

Norwegian Old People R1-200812 204.00 Home (Drwy.) 6016 North Nina Avenue 10/2/2002 REPORTS OF COMMITTEES 94429

Warrant Number And Type Of Name And Address Inspection Ainount

Norwood Park Home C2-201 681 $570.00 6016 Nort'i Nina Avenue (Refrig.)

Rauch 8& Coiapany FA-208366 752.00 8725 We:it Higgins Road (Mech. Vent.)

Swedish Airierican Museum Bl-202898 40.00 5211 Ncrth Clark Street (BIdg.)

Uptown Center Hull House B3-201655 60.00 4520 North Beacon Street (Pub. Place of Assem.)

Washing! on and Jane C2-201658 - 670.00 Smith ?-Iome-Beverly (Refrig.) 2340 West 113* Place Pl-202621 160.00 (Fuel Bum. Equip.)

REDUCTION IN ANNUAL LICENSE FEES FOR SPECIAL POLICE EMPLOYED BY THE UNIVERSITY OF CHICAGO.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council: 94430 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

Your Committee on Finance, having had under consideration a proposed ordinance introduced by Aldennan Hairston (5* Ward) authorizing the reduction in license fees for the emplojonent of special police at The University of Chicago, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.

This recommendation was concuned in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman.

On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Bumett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natams, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

The following is said ordinance as passed:

Be It Ordained by the City Council of the City of Chicago:

SECTION 1. Pursuant to Section 4-340-050 of the Municipal Code of Chicago, the following charitable institution employs one hundred (100) special police and shall pay an annual fee of Ten and no/ 100 Dollars ($10.00) per license for the year 2003: 10/2/2002 REPORTS OF COMMITTEES 94431

The University of Chicago 5801 South EUis Avenue.

SECTION 2. This ordinance shall take effect and be in force from and after its passage.

AUTHORIZATION FOR PAYMENT OF HOSPITAL, MEDICAL AND NURSING SERVICES RENDERED CERTAIN INJURED MEMBERS OF POLICE AND FIRE DEPARTMENTS.

The Committee on Finance submitted the following report:

CHICAGO, October 2, 2002.

To the President and Members of the City Council

Your Committee on Finance, having had under consideration an order authorizing the pajonent of hospital and medical expenses of police officers and fire fighters injured in the line of duty, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed order transmitted herewdth.

This recommendation was concuned in by a viva voce vote of the members of the Committee.

Respectfully submitted,

(Signed) EDWARD M. BURKE, Chairman. 94432 JOURNAL-CITY COUNCIL-CHICAGO 10/2/2002

On motion of Alderman Burke, the said proposed order transmitted with the foregoing committee report was Passed by yeas and nays as follows:

Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy, Troutman, DeVille, Munoz, Zaiewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, O'Connor, Doherty, Natarus, Daley, Hansen, Levar, Shiller, Schulter, Moore, Stone — 48.

Nays — None.

Alderman Natarus moved to reconsider the foregoing vote. The motion was lost.

The following is said order as passed:

Ordered, That the City Comptroller is authorized and directed to issue vouchers, in confonnity with the schedule herein set forth, to physicians, hospitals, nurses or other individuals, in settlement for hospital, mediced and nursing services rendered to the injured members ofthe Police Department and/or the Fire Department herein named. The pajonent of any of these bills shall not be construed as an approval of any previous claims pending or future claims for expenses or benefits on account of any alleged injury to the individuals named. The toted amount of said claims is set opposite the names ofthe injured members ofthe Police Department and/or the Fire Department, and vouchers are to be drawn in favor ofthe proper claimants and charged to Account Number 100.9112.937:

[Regular orders printed on pages 94433 through 94439 of this Joumal] 10/2/2002 REPORTS OF COMMITTEES 94433

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; and ;

Be It Furiher Ordered, That the City Comptroller is authorized and directed to issue warrants, in conformity with the schedule herein set forth, to physicians, hospitals, nurses or other individuals, in settlement for hospital, medical emd nursing services rendered to the injured members ofthe Police Department and/or Fire Department herein named, provided such members of the Police Department and/or Fire Department shall enter into an agreement in writing with the City of Chicago to the effect that, should it appear that any of said members of the Police Department and/or Fire Department have received any sum of money from the party whose negligence caused such injury, or have instituted proceedings against such party for the recovery of damage on account of such injury or medical expenses, then in that event the City shall be reimbursed by such member of the Police Department and/or Fire Department out ofany sum^that such member ofthe Police Department and/or Fire Department has received or may hereafter receive from such third party on account ofsuch injury or medical expenses, not to exceed the expense in accordance with Opinion Number 1422 ofthe Corporation Counsel of said City, dated March 19, 1926. The payment of any of these bills shall not be construed as approval ofany previous claims pending or future claims for expenses or benefits on account of any alleged injury to the individuals named. The total amount of such claims, as allowed, is set opposite the names of the injured members ofthe Police Department and/or Fire Department and warrants are to be drawn in favor of the proper claimants and charged to Account Number 100.9112.937: ;

[Third party orders printed on pages 94441 through 94442 of this Journal] 10/2/2002 REPORTS OF COMMITTEES 94441

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