Good morning, everyone. We are back. The Committee on Finance's reconvene meeting is hereby called to order. We will now have a roll call to establish quorum. Vice Chair Conway, Alderman LaSpada, Alderman Hopkins, Alderman Hopkins. I heard present. He's not here. Alderman Hall, Alderman Beal, Alderman Lee, Alderman Ramirez, Alderman Quinn, Alderman Lopez, Alderman Curtis, Alderman O'Shea, Alderman Mosley, Alderman Rodriguez. Oh, hey, Alderman Rodriguez is here. Alderman Scott, Alderman Cicho Lopez, Alderman Burnett, Alderman Irvin, Alderman Talia Farrell, Alderman Cardona, Alderman Wagesback, Alderman Rodriguez-Sanchez, Alderman Villegas, Alderman Mitz, Alderman Spisato, Alderman Vasquez, Alderman Riley, Alderman Knudsen, Alderman Martin, Alderman Silverstein. Chair Dowell is here. We have a quorum. We have 19 members in the room. Alderman Mitchell, Harris, Taylor Moore, and Kezada have requested to participate remotely at today's meetings for reasons stated under Rule 59. Can I get a motion to allow these aldermen to participate in today's meeting? So moved by Alderman Lee. All those in favor of the motion signify by saying aye. Opposed? In the opinion of the chair, the ayes have it, and the motion carries. I'd like to confirm Alderman Mitchell, Alderman Harris. Here. Alderman Taylor. Here. Alderman Moore. Present, Chairman. Alderman Kezada. Present. Present. Present. And join the meeting today. At this time, we will have the public comment period. We only have one speaker today, which is Joe Sinorski. And Mr. Sinorski, you have two minutes. Good morning, Madam Chairman, members of City Council. My name is Joe Sinorski. I am the political director of the Chicago Firefighters Union. I'm here today in my Class A uniform because, sadly, I have to attend a funeral for Battalion Chiefs Shaw and Kevin, who gave his life in service to the citizens of Chicago. On March 17th of this year, Michael Altman made that same sacrifice. In May, Engineer Stephen Decker made that sacrifice. The Altman and Decker families have not received the line of duty designation their husbands rightfully deserve, their children deserve. The I's are dotted. The T's are crossed. That paperwork is done. I appreciate the work this committee has done on the parking meter deal. I truly appreciate the work you have done by allocating that revenue for our pensions. But I ask you to have another meeting to finalize that paperwork and give those families the respect they deserve. Thank you. Thank you very much. We have no other speakers that have signed up, so this concludes public comment. We have one item before the committee today. Item number one, which is from the Department of Finance. It's a substitute ordinance authorizing the approval of the ownership transfer pursuant to the Chicago metered parking systems concession agreement. There is a substitute ordinance, which was prepared and sent electronically to everyone. And can I get a motion to accept that substitute? So moved by Alderman Mitts. All those in favor signify by saying aye. Opposed? In the opinion of the chair, the ayes have it, and the substitute ordinance is now before the committee and will be explained by Corporation Counsel Mary Richardson. We're also joined this morning by James McDonald, Managing Deputy Corporation Counsel, John Hendricks, Managing Deputy Corporation Counsel, Mark Rotari, who is a partner with Jones Day and was our outside counsel. Ashley Gabrish, our chief financial officer, and in the box we have Chip Hastings, Vigiani, Vanny Veggie, I can't pronounce your first name, Dardowski, who is an assistant commissioner with the Department of Finance and Radhatu Kasa. I want to make a few remarks before we get started. Chairman Dowd. Alderman Mitchell's president. I want to start out by saying that today, I think, is a historic day for Chicagoans. Nearly two decades ago, Chicago entered into what is widely considered a textbook case of what not to do in municipal finance. The city agreed under immense budgetary pressures in 2008 to relinquish ownership of 36,000 parking meters for 75 years in exchange for a one-time cash infusion. These past 18 years have seen that cash infusion dry up, the purchasing company recouped their investment twofold, and Chicagoans from every corner of the city have grown increasingly disillusioned with this deal. Today, we have an opportunity not only to apologize to Chicagoans for the city's past mistakes, but to back that apology with real tangible benefits for taxpayers for the first time. Today, we'll see you next time. Today, we'll see you next time. Today, we'll see you next time. Today, we'll see you next time. In this amended agreement, the city gets a $75 million cash infusion. However, that is paired with a 5% revenue share each year for the remaining life of the deal. If the council is put in the position of authorizing another future transfer, the city will receive 2% of the sale price. For seven major annual events that results in the closure of parking spaces, the city sees some relief. Finally, and most importantly, we're ensured that workers who maintain the system, hardworking Chicagoans, are treated properly and have courses of action to protect themselves. The dollars from this deal will go straight into our pension funds, easing some of the budget pressures we face. I want to express my gratitude to everyone who made this effort possible. First, I want to recognize the visionary leadership of Alders Lee, Wagesback, Villegas, and Burnett for their deep commitment and thoughtfulness throughout this process. I also want to thank all of the council members who shared their valuable concerns and suggestions. The achievement was truly a team lift. This deal was given a healthy assist from our corporation counsel, Mary Richardson Lowry, and her team of top-notch attorneys, including James McDonald and John Hendricks, along with Mark Rotatori from Jones Day. They worked with us, working long hours throughout this process, helping us to navigate some very complex legal distinctions and negotiations. I also want to thank Veggie Yovani Dodowski with the Department of Finance for providing critical data and analyses, which helped inform our work along the way, although this – and finally, I want to thank the administration for making their departments fully available. Although our work is far from finished, today is a positive milestone for our city's fiscal management. I am proud of this body, this city council, because we were handed a lemon and we made lemonade. To my colleagues, let's keep pushing for this kind of progress. To Chicagoans, we remain committed to always doing what is best for you. And I wanted to just say that, again, that I think this is a historic day. I think – I know you all got questions and are ready to go for bear. So we will have a presentation from our corporation council and her team, and then we'll open it up for questions. If you have questions, please raise your hand. Before you start corporation council, I want to acknowledge Alderman Scott Hopkins, Burnett, and Mosley, who are here and have been added to quorum. And Alderman Cicho Lopez, who has joined us on Rule 59. Can I get a motion for Alderman Cicho Lopez? So moved by Alderman Irvin. All those in favor, signify by saying aye. Aye. Opposed. In the opinion of the chair, the ayes have it. Alderman Cicho Lopez? Okay. Thank you. Corporation council. Thank you, chairman, for having us before you today. As introduced, I'm corporation council of the moment for the city of Chicago, and it is my responsibility to present to you the results of the negotiated terms with your colleagues. As I begin this discussion, though, I too must take the moment before I get into the details of recognition of the people who sat with me, us, to ensure that we were able to put before you the best revised terms that we could. That includes, first and foremost, the chairman of finance, who worked diligently throughout this process, sometimes late into the night and over the weekends, to ensure, once again, we had an alternative set of considerations for you. She was accompanied by, without exception, Aldermans Wagespac, Alderman Lee, Alderman Burnett, and Alderman Villegas, each of whom contributed mightily to the things that we're going to present to you today, again, for your consideration of an approved or not approved vote. Let me begin with a historical reference. In 2008, the city began, entered in a contract during a time of economic strife in which the city made a historic agreement at the time to sell an asset. The asset was parking meters. That time period also included the sale of two other assets. What's unusual about this particular sale is the acquisition itself. For future acquisitions, any determinations was reserved for the city council to approve, read, negotiate. The current owner is Morgan Stanley and its partners. The proposed owner, the proposed owner, Stone Peak, and its partners, Broadly, and slide. The terms under which one has, the city council was assigned by contract to approve or not approve are on your screen. Financial strength and integrity, financial strength and integrity, experience of the new owners, background and reputation, and an operator engaged to run the system. The new acquiring party has put forth that the same operator will continue through. So that part is addressed. The proposal, the parties disclosed in their proposal that the purchase price would be $2.53 billion, and that agreement will continue to run for the period of time that was reflective in the original agreement. And that is through 2084. So you have another 57 years of this asset potentially being owned by this party or perhaps a future acquiring party. Yes, the agreement was unprecedented, but so are the terms that we're going to put before you today. Unlike in the past, there was no upfront payment with respect to a transference of ownership. And in this case, with your colleagues, we've negotiated transfer fee of $75 million. Those terms are due, that payment is due at closing, but with the death hand of your new CFO, we've ensured that that timeline will be not later than the close of the year. And if it fails to move at the close, if it doesn't fail to be transferred at the close of the year, then the city has reserved certain rights and remedies associated with the transaction. In addition, we've negotiated on your behalf that any future transfer will include a 2% of those funds that they sell amount coming back to the city. In that instance, those funds have also been designated to go to pay down pension. We have negotiated a 5% profit share, that too, on an annual basis. That was not a preexisting term or right that you had, but if you approve this transaction, you will have a profit share every year for the life of the agreement, as long as long as it's held by this party or an acquiring party, presuming these terms stay in place. But there's more. And we have set forth, hearing the comments that were provided by the aldermen, one of the concerns was how employees were treated. And so we've negotiated terms that require non-discrimination, that incorporate labor laws, that apply disability, age discrimination laws, that set forth VESA requirements, which really center around violence that they may be. subject to while engaging in their work. And all of those are also, they apply to the acquiring party, but they apply to the operating party as well, and that becomes part of the standard terms of the agreement. Social justice commitments is a broad term, but note what we were trying to do there is not only address some of our future considerations, but our current considerations. So things like the socially, economic, and disadvantaged areas of the city, there's a 50% requirement of hiring of residents. So they now must include in their reporting whether or not those residents are part of the, what is called affectionately CETA, socially, economic, disadvantaged areas, and they'll be disclosing that to you on an annual basis so you have a sense of who's being hired and where. We have included terms that in today's atmosphere, in light of concerns around data sharing, in light of concerns around migrants, and frankly, knowing how much of your personal information they return, they retain, we've included favorable terms that relative to data sharing, and restrictions around sharing with not only immigration officials, but other federal officials, your and the consuming public's personal information. There is further provisions in there if they are noticed up associated with data sharing. When I say notice stuff, for instance, it could be via subpoena, they're obligated to then provide us with notice of said subpoena, and then we will have a right to do what many of you know we do quite well here, and respond to a subpoena via the appropriate legal process. So those protections are now part of the agreement. In addition, we, in 2008, electronic vehicles didn't exist, advanced technology that we have now didn't exist. The Alders, the subgroup of Alders here were quite adamant to ensuring that the electronic vehicles, advanced technology, innovative technologies are all now incorporated in this agreement. So you have rights and remedies associated with that, and you get to work collaboratively with them with respect to these innovations. You're going to establish working groups. City council members can designate people to be a part of those discussions, and they'll be obligated to provide quarterly benchmarks. Oftentimes, that manifests itself in the form of a report. In the form of the innovations, there was also language included. There was a desire by your members to ensure that we're working collaboratively with our sister agencies. So there is language in there that allows for that initiative, or working with the clerk's office with respect to city stickers, park district, because they are involved in parking enforcement, NIDA, the new transportation entity, and beyond. So this agreement allows you to explore those particular options if you are so inclined. It also gives you annual auditing rights that will govern how revenue from a host of sources is identified and retained, and that, again, is on an annual basis. Further, for those of you who had an interest in purchasing the asset, language has been included for, to the extent that this acquiring party, if this goes forward, decides to sell the asset. You now, the city is now afforded an opportunity to have a right to put forth an offer for their consideration. With respect to the divestiture of the asset, we have received a certification, disinvestment certification. That certification is on file with the Committee on Finance. It is available to each of you on a read-only basis, as its terms have confidentiality restrictions. But I will just broadly say that we have that in hand, and we also have negotiated the receipt of a completion certification once that divestiture has been completed. Those are the broad strokes of the changes that were negotiated on your behalf. They are, the contract has, if approved by this body, will go forward to full city council to be amended, and each of those reference terms will, again, have been incorporated by reference, including provisions, broadly speaking, with respect to all laws. Rights and remedies have been reserved, as we do typically of any contractual or transactional arrangement for the city of Chicago. Thank you very much, Corporation Counsel. I want to acknowledge Alderman Hall and Alderman Cardona for purposes of quorum. Alderman Ramirez has requested to participate by virtue of Rule 59, I mean, to participate virtually due to Rule 59. Can I get a motion to allow her in? So move by Alderman Mitz. All those in favor, signify by saying aye. Opposed, in the opinion of the chair, the ayes have it. And Alderman Rodriguez Sanchez has joined us and will be counted towards quorum. For those of you who want to see the divestiture certificate, Audrey, who stepped out, she's in the back, has it, and you can lay eyes on it and read it. Okay, we'll start with questions, beginning with Alderman, Vice Chair Conway. Thank you, Madam Chairwoman. If I could just dig into the numbers a bit. It was reported that we were going to get five, by multiple news outlets, we presumably were told that we were going to get 5% of the net operating income. I noticed Corporation Council used the term profit sharing. I heard 5% revenue share in the opening remarks. But the term that's actually used in the document itself is help. When you, excuse me, Vice Chair, when you refer into everyone, can you just refer to the page number or the section number that you're referring to? Yes, absolutely. So with regard to the profit share piece, it's page 6, section 3.22, profit share to city. And it says, going to the third line of that section, or second and third line, a profit share equal to 5% of the concessionaires calculated net income during the prior calendar year. I don't know if we have somebody that could walk us through the difference between net operating income, which is what I think a lot of us thought it was, to calculated net income. Thank you, Alderman Conway, for the question. I will just speak in broad brush, but we have a host of individuals in the box who can speak in any detail if you'd like. But the calculated net income was intended to exclude, to address the issue of certain fee categories, as we didn't want that to be something that was deducted from determining income for purposes of the city's profit share. So it's a broader term than just we had to calculate in fee categories that they agreed that they shouldn't be applied here. But either Jim or Jim McDonald, my deputy of managing transactions on this matter, and who has been living with this for 20-some-odd years, will likely speak. Great. Thank you. Again, for the record, my name is Jim McDonald. I'm managing deputy corporation counsel for transactions. I'm managing deputy corporation for transactions. Alderman Conway referred to net operating income. We had settled on, through the negotiations, net income, net operating income. If you look at their financial statements, that comes after they deduct for operating expenses, and that gives you net operating income. Then if you take out the interest expense for the prior year, that gets you to net income. What we negotiated with them was some of their management fees are paid to a management company that is an affiliate currently of Morgan Stanley and expect to be bought by Stonepeak. So we didn't want to deduct from our net income number management fees paid to their affiliate unless those management fees were capped and qualified. So the language that you have before you, it says they are not to be deducted unless they meet two conditions. The first condition is that fee has to have been negotiated on an arm's length basis. It can't be a sweetheart deal between affiliates. The second condition is it cannot be more than the prior year's management fee, which we had allowed to be deducted. No, I totally understand that. I'm just trying to get at the difference between calculated net income and net operating income. Since you brought up interest expense, let's start there. Are they – is the debt in this transaction being refinanced or assumed? Do you want to take that, Mary? Should I? No, that's a question that would be better directed to the acquiring party, but the debt component here, you can tell by the calculated net income, it does not – profit sharing does not preclude them from deducting debt, but you would have to direct that to the acquiring party. Okay, well, I mean, that could be a pretty significant number if they – no, I mean, I'll ask – maybe you guys have a better – if they were to finance a $2.53 billion transaction, how much do you think they could borrow at what rate? That would also be speculative, and I would direct that to the acquiring party, but note for the record, Alderman, that that – as the transaction switches over to the CFO, she will be presented with all that detail, and then will have a right to audit, require supporting federal financial documents, and engage in all of the typical, frankly, discussions around – I don't think they're going to have a lot of money. That's not just complete. But if, you know, we – if we were to assume – I mean, if you all don't want to make some assumptions, I can make some. If with a $2.53 billion transaction, let's say they could probably borrow a billion and a half of that, and on a good day, they can probably borrow it at 6.5%. That itself is $100 million worth of interest every year. And considering we started here with a net operating income of, in 2025, was $137 million, that pretty much wipes out most of the profit share on one item. But I'll ask about a different one, is depreciation expense. Are they inheriting that – are they inheriting the asset at the current book value, which was probably established by the 2008 sale price, or is that basis being stepped up to the $2.53 billion number they have now? Jim, would you like to respond? You would have to ask them. That's not something that they've shared with us. And the reason that would make a significant bit of difference is if the depreciation expense for $1.1 billion over 85 years – tough for me to do all this quick math – would be significantly less than a depreciation expense of $2.53 billion over 57 years. Presumably, that would wipe out the rest of the net operating income. So that's why I think that's an important – it can also be asked, do we know if this is an asset sale or an equity sale? That's maybe a simple question that will help us get to that number. Could you repeat that last question? Yeah, do we know if Stone Peak is buying this as an asset sale or an equity sale? Because I think if it's a – one of those two, the book value would be inherited, and the other one, it would just be a stepped-up basis. They are becoming the owner of Chicago Parking Meters, LLC. They are not acquiring the asset sale. Yeah, I'll have to – I mean, do we have any estimate of what the depreciation expense would be? And presumably, that will be one of the differences between net operating income and calculated net income. We don't, but they certainly file as part of their annual report a document that would include depreciation. So in 2025, 2024, 2023, et cetera, they would, part of their annual report, have filed depreciation assets as they will – depreciation numbers as they will have to do for 2020. I remember seeing in the NOI calculation, I don't think depreciation was listed in there, but I'll have to go back and look. I mean, any other – now, I've thought about interest and depreciation. Any other major differences between net operating income and calculated net income? It is the management fee that we ended up negotiating. So that's not – that wouldn't be in net operating income. That wouldn't be in calculated net income. Is there anything else – be thanks to your negotiations, respectfully. No. Is there any other difference – any other difference in there that would reduce net operating income down to calculated net income? No. That we can think of are major categories? And I might mention they audited financial statements by the concessionaire annually are all on the city's website, so they are publicly available. Okay, yeah, that was where I had – I looked previously and seen 137 of net operating income, which is, you know, I had thought before reading these documents that we were getting 5% of that number. And I had, using some pretty easy assumptions, calculated that this was going to provide about $214 million of present value today to the taxpayers, of which the net operating income piece was about $140 million of that. But after recognizing that they can deduct their interest expense of an unknown number and potential for a significant stepped-up basis on depreciation, it's clear that that estimate was wildly overstated by more than $100 million. I don't have to do some math in figuring it out, but, you know, it's still a win for the taxpayers. It's just not quite the big win that I thought it was. But I suspect my colleagues may have followed up on those questions and on the divestiture as well, and I'll yield that. Thank you, Madam Chairwoman, and thank you, all of you. Thank you. Alderman Beal, followed by Alderman Irvin. Thank you, Madam Chairman and members of the committee. First, let me thank the party that helped put this together. I know it was a lot of hard work, and so everybody is definitely to be commended on getting us to this point. I also want to thank the 31 Coalition who gave this body the strength and leadership to go in and even try to negotiate this deal. So I think this is historic, but I do have a few questions as it relates to this. My first question is, from a voting standpoint, as far as my colleagues are concerned, do we know where the mayor is on this agreement? The mayor is a corporation counsel. I cannot speak for him, but I do know by virtue of the fact that I'm at the table that I have been negotiating in good faith on behalf of the city with your colleagues. And obviously, I also have an obligation with representation to the mayor as I do other parts of the city. But there has been no prohibition, nor would there be, of me being part of this process, and I've tried to work in good faith accordingly. Okay. Was there anybody from the mayor's office other than the law department part of this negotiation? I am not in the – and that's typically, aldermen, we wouldn't have them at the table for our negotiations. The Department of Finance through the staff have worked very closely with us. They have been instrumental in, frankly, running the calculations that we needed to discern, and that department has worked very closely with us. The comptroller's office has had – more limited role, but they too have worked with us. But principally, it's been the financial departments as well as the law departments on this transaction, as is traditional. Well, I do appreciate the departments. But I mean, I just have seen the last two press conferences that the mayor has had, and he has not said one way or another if he was in favor of this agreement, just point blank, yes or no. And so that's one of the questions I would like to get an answer to. Alderman, if I may, I don't know. I can't, again, speak for him. But I will say the way this deal is structured, candidly was structured. And let me make another statement about its future structure. The way this deal was structured is unlike any other deal I've ever seen. And I've got 40 plus years of deal transactions for the city. I've never seen a provision that reserves in this body negotiation obligation on a contract. It is very unusual. And it is a one-of-one scenario. Because of that, the Section 17, as written, said it is reserved within the city council specifically around one category, acquisitions. What I've negotiated is going forward a shifting properly of a shared relationship. We have a CFO who is extraordinary from my perspective. But in terms of the negotiations around numbers and transactions, it ought to rest there. So in the revised terms, as opposed to acquisitions being solely on the shoulders of city council members, it is now a shared relationship. If there is a acquiring party going forward, the acquiring party would begin their conversations with the CFO. After 30 days, upon back and forth, she then would have an obligation to notice up this body. This body would have 90 days for its full consideration once the transaction came to you. The way it existed before, you essentially were operating within a 45 and 15 and sometimes a 30-day restricted. That was impossible. It was a standard you would never be able to meet. So we've negotiated terms. So that is no longer a burden that simply rests with you. It is properly with the professional office of the CFO. But she will have an obligation to notice you up at 30 days so that you know that there is an acquisition in play. And then you will have a 90-day swing for your consideration once she has something ready and working, no doubt, with the law department to present to you. So I've collectively, and this was also based on discussions I had with many of you because it was an incredible burden on city council members. And frankly, the idea of me having to, as you as my clients, there are 50 of you, that's unusual. Typically, it's a smaller group by far. But it was an incredible burden. And so now we have terms that are more commensurate with what happens in the professional world around assets and purchasing. So there is a shared obligation. All right. Speaking on that particular piece, you mentioned in your statement that the city has the right to purchase if there is an additional sale. Is that a right of first refusal if they are looking to sell? It's a qualified right of first refusal. So what I mean by that is if they decide, if the quarrying the party decides to move or sell the asset, they will come to the city first. And the city would then have, when I say come to the city, they'll come to the CFO. And they will put on the, let the CFO know that that is something that they are considering. And then as a response, the city has a right to put an offer on the table. As with any other negotiations, they're not obligated to accept that. But the city has a right to put it on the table. That doesn't exist under today's terms, but will exist under future terms. And it gives the city a right to say, I'd like to discuss with you asset acquisition. And discussions will take place. If the numbers and the negotiations are not to the acquiring party, the selling parties alike, then they go into the market. The city can re-enter as part of that whole market discussion. But they will, they have a notice now to, they have an obligation to notice of the city in the first. Excuse me, Alderman Bill. Alderman Quinn has a point of information. Yeah. Thank you, Madam Chair. The obligation that you just described, is there an obligation to bring the city council into the discussion earlier? I think that's what brought on some clumsiness here, is that the city council was in the, in the dark about the initial offer that the mayor had made. And because I believe he made that offer, there was the non-disclosure agreement that was put forth, which got real clumsy. And then the whole trust factor came into play. So is there an obligation for, after the CFO is involved or notified that the city of Chicago is going to put in a bid, is there an obligation to let the city council know about that? The, the obligation to city council comes at the 30 day mark, because usually there is Alderman Quinn. Thank you for the question. First of all, in the formative stages of these kinds of asset acquisition, this is probably my 25th. There's a lot of back and forth general conversations. Sometimes they go somewhere, sometimes they go nowhere. So that's a, there's an opportunity for that to take place. When she thinks she has something worth consideration, then she has at that 30 day mark, she will bring it to you. I'm saying she now, because of course she would bring it to you and you have a full 90 days to decide to do something or not do something or to push back or whatever it is that you determine is appropriate on the circuit. Presuming the acquiring party has expressed an interest in moving forward with the city. Okay. And I guess in the same vein is if the city of Chicago wants to, let's say the future mayor, the current mayor wants to put a bid in, is there an obligation to let the city council know that they intend to do that? Because I think that, that became a real surprise here. Right. Um, I, under the prior terms, that was not an obligation under the revised terms, it is, but at a 30 day mark, we didn't want to make it too soon because again, my experience in these kinds of asset negotiations, there's just a lot of discussion and sometimes it just goes nowhere. Um, and so there is an obligation now that did not preexist. Thank you. You're very welcome. We still have you on the list for questions. Back to Alderman Beal. Thank you. A point of information, Alderman Laspata. Extremely briefly, where's the, where's the 30 day mark that is being referenced within the document? I apologize, Alderman Laspata, I didn't hear you. And where is the 30 day mark that is being referenced? You want to know in the document? Yes, please. Okay. We'll answer that. Continue, Alderman. Thank you. Um, actually, Alderman Quinn was, um, you know, took my, you know, leading question. He's apologized. That's exactly where I was. That's exactly where I was going. Um, because, I mean, as you know, I mean, the city put in a bid for seven, 800 million more than the offer that's on the table today. And that's one of the things that we want to make sure that we don't fall into that type of, uh, situation again. So we need to make sure that the city council at some point, um, I mean, whether it be the finance chair or the budget chair, be notified that the city is putting in this bid. I mean, somebody needs to know other than the administration, uh, that a bid is being put in on behalf of the city of Chicago. Um, and so we need to make sure that, you know, we tighten that up a little bit as well. Um, excuse me, Alderman LaSpada, it is on page five. You got it. All right. Of exhibit a, um, piggybacking on, uh, Alderman Conway. Um, he really hit the nail on the head. Uh, we know that corporate plays games with numbers. Um, we see it, you know, time and time again. Um, why didn't we negotiate more money upfront versus relying on corporate to tell us what their profits are? And then we get a percentage of that. Uh, thank you for the question, uh, Alderman Bill, but I have to respectfully disagree with the premise. Preceding this transaction, if it goes forward, the city didn't have the right to receive anything. So negotiating upfront was your $75 million. Preceding this amendment, the city didn't even have a right to a, uh, future transfer shares. So negotiating upfront, uh, was your 2% on, on the sale. price for future transactions. Do we know what that exact number is? No, it's the nature of the future 57 years, but it would be on the market value at the time. So we know if it was today, it would probably be 57 million or 50 some odd million, but tomorrow it will be something quite different. That's determined by, again, market value, which can be the factors that would be under consideration, would be if there are more meters, for instance, if the rates change, for instance, if the fines change, all of the considerations. And the profit share notion also didn't exist. So one could argue if it's a penny, it's a penny more, but it's 100 millions of dollars more. What that factor, what that number will be will depend on the host of factors. We certainly started off, as the negotiations are wont to do, with a higher profile in terms of for consideration, but we ended up with a calculated net income, which still allows hundreds of millions to come to the city that would not have existed if the current terms and conditions took place. Okay. All right. Well, getting into the payments, that leads me to my last two questions. In the agreement, as far as the pension payment, is it an additional pension payment? Can it be a supplemental pension payment? It's interesting. You raised that, Alder, and that was a debate amongst your colleagues. So we referenced in the agreement pension funds, so we did not restrict you to that specific category. That is something that will be worked out in concert with the CFO and this body. So we will, that's a determination we left to you. We didn't want it to be subject to any animus by the acquiring party. Certainly this is your right. We simply wanted it to be in the category of pensions. As you know, there are four major pension funds for the city. There's also, is it supplemental, et cetera? That's for you to determine on a future basis. And some years will be more relevant in one category than other years. So we wanted that to be a right reserve on the CFO in this body. Okay. So it's nothing in this language right now that codifies that. That restricts it beyond. During the budget process, we've got to figure it out. That's exactly right. But we simply, it was really important to your colleagues that we identify where these funds would go, because we anticipated there would be a public discussion around receipt of these large sums of money and whether or not it would go to a benefit of a particular ward or individual. And there wanted to be clear messaging around the, where the funds would go, but it does still allow you, as you will have to make a decision every year on which funds and whether or not it goes into certain categories as you've referenced. Well, I just, you know, want to go on the record and be extremely crystal clear. And hopefully that the message is received, that this is not going to be a supplemental pension payment, that it would be an additional pension payment. So hopefully when this budget is being crafted for this year, you know, hopefully there's not even an attempt, Madam CFO, to rob Peter to pay Paul and that this needs to be a, an additional pension payment going forward. So again, I want to commend my colleagues for getting us to this point. This is one of the most sour deals that we've ever had in the city of Chicago. And you know, there is some lemonade being made out of this, Madam Chairman, as you stated. And so we got to put some more sugar in it, but it'll take a lot of sugar to get this deal to get sweet. It's still a little bitter, but it is, it's getting a little sweeter. But again, thank you everybody for their time and effort in putting this together. And, you know, hopefully we can continue to move forward. And this is just a great example that a strong city council putting our minds together, that we can accomplish anything we put our minds to. So thank you, Madam Chairman. Thank you. Thank you, Alderman Beal. Alderman Irvin, followed by Alderman Quinn, followed by Alderman Mitchell. I know you're online. Thank you, Madam Chair. I actually agree with Alderman Beal. Don't, don't, don't, don't take that too far. It's the fact is that, that, that, that, that we need, yeah, you know, it's coming. I don't know what you're getting all hyped up for, but that we do need a little more sugar here. But I will, I will, let me say this. I want to thank you, Madam Chair, for, for the work you all have done on this to get us to this point. I'll say this, and it kind of a shift of, of paradigm. And I'll tell you a little short story. When I was a kid, I went to the circus with my father and I asked him, I said, how, how do you, how do they keep the elephant like grounded with that little piece of string on its foot? And the answer to the question was that as a child, the elephant was trained that they tied it to his foot. He could never break it. And as he got older, that mindset stuck with him, even though he had the strength to break it, but because he was trained as a child to believe that he could not do it, they never tried to do that. And I say that to say that our situation in 2008, in some respects, mimics where we are today. We're under immense financial pressure. We've got some challenges, not as deep. Maybe I don't remember the numbers fully in 2008, but again, we're, we're facing significant challenges. And what I don't want us to do is to make the same mistakes of 2008 and 2026. The reason I look at that and I, and I say this is because the real out in this deal of anything was that this body had to make an approval approval on an acquisition. And there's been conversation back and forth relating to if our approval is stuck in the same mindset of the section 17.1. I disagree with the assertions that special corporation counsels stated. If our belief or our decisions, I do believe in a principle that you cannot bind a future legislature legislature legislature to its vote tied to something else. We cannot contract our sovereignty as a city to anybody. And things do change in time. And I say all of that to say that the framing around this was that we could do nothing. We've been told we could do nothing. We could do nothing. It's our anchor. We could do nothing. We can do nothing. We can do nothing. And all of a sudden we can do something. I think that had we taken that attitude or approach from Jump Street, I think we've been in a much different position or people would even think, because again, a lot of these conversations have been based on a paradigm that truly never existed. So if we take the position that we have ultimate control based upon the contract, then I think that we could do different things. And I'm going to leave that right there for right now. I'm going to go back to what Alderman Conway brought to the table as relates to net income. The last few years of net income have dramatically increased. Can anybody address the reason why in just the last couple of years the net income was 96 million and then it shot up to 137 million? Anybody have any thoughts on that? Excuse me. Point of order or clarification, Alderman, Vice Chair Conway. Thank you. Yeah. The numbers I think you're saying are net operating income, which is not net income, which was actually the source of my questions. I'll take that as a friendly amendment. Thank you, Alderman Irwin, for the question. Jim McDonnell may be a little pine as well as members of DOF. So we're not the experts on their finances. We do know they have refinanced their debt. And because when they do that, they need to get our consent in order for it to be treated as what's called collateral assignment debt. And debt that's the characterization of collateral assignment debt, those lenders have certain rights under the concession agreement. But how they structure their debt is not something that we have any control over. We just have a right to say it's not collateral assignment debt that gives the lenders certain rights if it would be above the appraised fair market value of the concession at the time. So how they're, when they take depreciation. When they have their debt paid, the interest rate on that debt, we've seen those documents. And if they restructure it in a way that doesn't increase the amount of the debt versus the fair market value, they don't even have to come to us. So your supposition is that all of their change in net income has been based upon their interest or depreciation costs? If you're looking at the difference between net operating income and net income, where you deduct from net operating income, you're deducting the depreciation and the interest expense. Those are the two variables that will create a difference between those two concepts in any one year. So, I mean, from 96 to 137 is like almost 40 percent change. They may have had debt that was maturing in a particular year that they had to pay, and that can increase their interest and debt expense for that year. So we don't know. We don't have that information made available to us. Okay. They have – what have the projections look like, and is there any guarantee that if there is a level below such, that do we have a guarantee similar to like the mag that we have at the airport? There is not a minimum floor, so to speak, for the net for the 5 percent. That's 5 percent of what net income is for that prior year. We do have, as the Corporation Council referred to, we have existing rights under the agreement to audit them. And we can exercise those rights, of course. If we think there is something being done to manipulate the net income number, that would be inappropriate. Are we responsible for any losses? No. We are not. So unequivocally, let me be clear on that. That is not our response. That's theirs. They are the acquiring party, not the city. If we were the acquiring party, it would be a different discussion, ultimate. But thank you for the question. Why not a percentage of gross revenue versus – because if we have gross revenue there, there's no conversations. It is what it is, not these phantom calculations potentially. I appreciate the question, but please appreciate the response. That's where we started. That was the negotiation. We would always put on the table as the start of any discussion around the income is gross. But where we ended up as a calculated net income to ensure the city had additional hundreds of millions of dollars, would it have been as high if it were gross? Of course not. But that was the nature of the negotiation. But remember, these are dollars that the city never had before. And we may not get. No, that's not – if the past is prologue – pardon me, Alderman, as opposed to just saying, no, let me just provide you a clarifying statement. And you do that by going back to the filings that they've had over the asset years, with the exception of the COVID years, perhaps, as every year they've made money. And it's been significant money, which has been part of the public consternation around the sale of the asset. And as you saw, that valuation jumped significantly the last year or so. So they're making dollars, and us, as a consequence, inheriting through this net – calculated net income dollars, that is – if past is prologue, that is going to occur. It's just how much of that. And that will vary depending on the very facts and circumstances, as Jim has articulated. But, of course, we started at gross as part of the discussions. That's just not where we ended. But you must admit that they theoretically have a reason to have lower net income because now they have an additional partner at the table that they didn't anticipate having. Is that a fair statement? Which partner would that be? That would be us. Because we are now part of their profit equation. So now you have an additional hand that you didn't have that you didn't anticipate having. Now you've got another hand in the pot. So – Based on what the representations in our discussions we've had, what they anticipate is that they will grow the asset. As an equitable investor, that's the whole point. You get in it because you think there's going to be profit and significant profit or you're not interested in the business. That is the very core of their existence. So their job – and we will inherit the benefits of saying – is to make as much money as possible. We will then be entitled on the profit-shared notion of getting a percentage of that much money as possible. If they don't make money, we will have some limitations, but it's in their interest to make as much as possible. So what we anticipate is they will come back to the city and talk about how that ought to manifest itself. And also keep in mind there are still rights reserved exclusively within the city to make meter rate adjustments as it deems appropriate, fee adjustments as it deems appropriate, and that too will contribute to the largest. Let me switch gears a little bit. If this doesn't close by the end of the year, what remedies do we have? If the transaction doesn't close right now, we're operating within the September 30th timeline. I was talking about the transfer. Oh, the transfer. Pardon me. If they don't transfer the assets to us, the $75 million to us by the close of the business year, then they're in violation of the terms of the agreement. What does that mean? Is it deal off? Is it, I mean, what is it, I'm trying to say what our remedies, what are our remedies at that point? They violated the terms of the contract. And you have a right. They forfeited the terms. They are no longer authorized to go forward. They have to come back to this body. So if the $75 million, this year's $75 million isn't paid by the end of the year, they have to come back to us is what you're saying? That's correct. Okay. As the technology changes, what protections do we have? And I'm speaking to this from the point of there's a significant chunk of the city's revenue tied to parking tickets, of which feasibly a good chunk of it is generated off of the meters. As technology improves, what you're seeing in other jurisdictions are similar to the toll road where you have a transponder and license plate technology that if you don't have your transponder in the car, you get a bill in the mail to pay for your toll. And it moves from that point. That in and of itself poses a significant risk to us as the city on ticket revenue. Have we thought about any protections for us as relates to that revenue stream that quite possibly will begin to diminish based upon changes in technology by the concessionaire? Thank you again for the question. Indeed, to the contrary, we not only have thought about it, we treated it in the agreement. So in the agreement, there are specific provisions in there in which there will be a collaborative approach between the acquiring party and the city with respect to future innovations in technology. For instance, one of the things that we referenced early on is that in 2008, EV charging stations didn't exist because electric vehicles didn't exist. We anticipate other times innovative vehicle ideas. Someone talked about flying vehicles. I don't know about that. But we anticipate other innovations, other ways in which the city can create remunerative paths based on technology changes. We've afforded provisions in here that allow for not only us to share in the largesse, but to share in the discussions and to have control points for the outcomes related to such innovations. And can I add to that, and I don't know if you want to speak to it, Alderman Burnett, some of the ideas that he had regarding ways we could increase our financial intake through new technology ideas that we've put in the agreement to allow those conversations to happen in the future. I don't know if you want to speak to that. Sure. A little earlier than when I was ready to speak. But a lot of what we wanted to address is some of the future revenue to that point. As technology changes, both with the metered system as well as how they capture revenue, we want to be able to engage with them on the existing product, but also for other endeavors that we might have in the city. For instance, creating a city key that could be more of an asset than just a documentation tool and allow us to do city-type reward programs, right? So engaging with them because they have the asset and really a banking asset, which is the wallet within the parking meters to help benefit other aspects of the city. But those items that you say would have mutual benefit, right? This is an item that does not because we would potentially lose revenue based on a change in technology that could be implemented and probably will be implemented as we see these systems come across the country. So that's my concern is that we've got a chunk of revenue that's reliant on behavior that theoretically could be not changed, but managed better by the concessionaire. And that would be our loss because if everybody's constantly on the clock, then, you know, the idea of a parking ticket at a meter goes away because it just doesn't exist just in theory. So I'm just trying to understand that we accounted for that moving forward or thought about that potentially as a revenue loss for us, but a gain for the concessionaire. Alderman, keep in mind that they don't have the unilateral rights with respect to those kind of decision-making. They have to do that in collaboration with the city. So they could not unilaterally limit our rights and thus our revenue opportunity in the way that you've articulated. Indeed, the provision that has been added anticipates additional revenue streams. And also just note that due to the wisdom of Alderman Burnett, we've included rights for the parties involved to also work with sister agencies, Park District, Clerk's Office, NITA, NITA, et cetera, to create additional revenue streams by collaborating over technologies and parking, et cetera, that are utilized with those agencies. So I think it's an opportunity for additional revenue, not less revenue, Alderman, respectively. Just remember I said this, that's all. Noted for the record. Noted for the record. The issue of divestiture, for the record, I have not seen that agreement, but my question is how much of a loss is Stone Peak willing to take on the sale of that asset that we're concerned about? Well, Alderman, Chairman, I respectfully, I would have no idea. But again, my experience in dealing with equitable investment organizations and owners is loss is not the gain for them. It is all about making money. So they will pursue opportunities to make as much as they can relative to that asset, but we will have no control, nor should we, with respect to that transaction. What if that does not happen? They have provided us with a divestiture certification. We are under confidentiality restrictions with respect to said divestiture. That certification rests with the chairman of finance, as it will rest in the city of Chicago. Once they've completed said divestiture, they will also provide us with the completion divestiture. They further will provide, have obligations to give us status reports as to that process. Does anyone know what the value of that asset is? I do not, Alderman. The finance team, anybody know? We do not. I'm sorry, did you want the CFO? I would have no idea, right? Even in their financial reports, it would be rolled up into an asset line and not specifically called out. Can you please identify yourself with the record? Excuse me. My apologies. Ashley Gabbers, CFO. And move the mic closer to your mouth. As has been stated, if the game is not lost, I mean, we have put a condition on a company that has, that in theory should create a decreased price. The question that I ask is, what level of price cut is the asset owner willing to take to make this deal go? Because, again, I'm sure they have partners and other people and 15, 40 different LPs lined up in these types of transactions that may not necessarily bode well for that entity, even though a separate entity that may be affiliated is doing business elsewhere. So I think it's a fair question to ask them, hey, how much of a loss are you willing to take to meet the demands of the city of Chicago? And are you willing to do that? And we don't know the answer to that question. And they come back to us in six months and say, hey, we can't do it because it'll cause too great of a loss to us. What are we to do then? Alderman, I cannot speak to the value of the asset or how much they are seeking to sell said asset for. Again, they are in the business of making money. I'm sure they are seeking the highest level of profit. The likelihood that an asset of that nature would not render a significant profit is pretty de minimis. But we are not privy to it, nor are we entitled to be privy to that number. The CFO won't get that, nor will you or I. It is a transaction that, again, is a confidential transaction left to that body. Once they've completed that, they're obligated to provide us with a certificate of completion, and they have certified their intent to sell. And if that intent does not come to fruition, what then? They come back to this body, but they have assured us via said certification that they plan to complete the transaction. Again, the certification is on the record with the chairman of finance, and it has been executed by them. That means there are terms to which they can be held, and we have all rights and remedies available both in law and at equity. And if I might add, Ashley Gabrish, CFO, if they were willing to, in negotiations, agree to divest of this asset while purchasing the parking meters, they knew that this asset would be profitable for them, divesting of it. I would disagree, because if I'm on the other side of the transaction and know you have to do something, I'm going to try to drive your price down as low as I can, because I know you have to sell it. They will find sellers, and they have decided that the parking meters are worth enough that they're willing to divest of this asset. So to answer the question, then, you're saying they're willing to walk away at a loss to do this. That's what you're saying? It's a private corporation whose goal is to make money. But do you understand my point? I do understand your point, but I would say that this is an asset that has a market, an interested active market, and there will be buyers interested in the asset. But if everyone knows, it's like a house. You've made your point. Okay. Make your point, and let's move on. You don't like this deal. We know that. And let's just move on. Yes. Alderman Vasquez, point of clarification. Thank you. Thank you, Chair. I appreciate, actually, the question and the answer. I think what the CFO is saying, and I'm going to use as plain language as possible, if what I'm looking to buy is worth more than what I'm willing to get rid of, I'm going to buy it. So the fact that they agreed to get rid of the thing means it's smaller money than what they think they're getting from the parking meter deal. Right? Okay. Thank you. That was very Chicago. I apologize for that. Thank you. Do you have any other questions, Alderman Irvin? I'd like to move on. I'll take a round two, then, if you want to move on. All right. Go ahead. Round two. Alderman Quinn. Thank you. Thank you, Madam Chair. Just one follow-up question, Jason, Chairman Urban. Is there a time frame on the sale of the asset? There is not a hard date on the sale. And that was purposefully because you imagine with an asset, with a movement of an asset of this nature, or frankly any asset, if we had artificially set a date, that will impact the price. I understand. I think what's leading to some of these questions is the testimony from the gentleman from Stone Peak and his motivation when he was before us to get rid of the asset. So I think that's what's bringing it up. He did state his motivation on the record. Switching gears, the total financial benefit of the transaction over the course of the next 50 some odd years. What does that look like for the city of Chicago? Ashley Gabrish, CFO. That is a very difficult number to pinpoint. It depends on parking meter rates, uptake, parking tickets, inflation. There are a ton of variables. The one thing that we can definitely count on is the $75 million by the end of this calendar year, the 2% transfer fee, and then the 5% net operating share. I asked the question because it was thrown around in the media. The benefit is like $368 million. So I just wanted to get your reaction. I would not be willing to accept someone who pinpointed a specific number given the amount of variables involved in that figure over that length of time. Sure. That's fair, right? Can you speak to the seven events that is built into this new – I call it a clawback, if you will, right? What does that mean, and what is the cost on that? Thank you for the question, Alderman Quinn, and that's a fair characterization, a little bit of clawback here. So with respect to the seven events, we have now a scenario. Before the seven events, there was a triggered timeline of six hours. It extends to 10 hours. You could imagine some of these larger events. It's hard to break down, have the event, and then clean up within a six-hour timeframe. We are at 10 hours. But mostly the seven events allow for just credits that will apply in certain categories of reduced payment exposure for the city. I know there was some discussion amongst the colleagues as to the seven that were selected. So there had been, as part of the negotiations we put on the table initially, the largest seven in the city's operating current state of affairs relative to parades in the event. And that negotiation had an adverse impact on the acquiring parties pricing. So we went back and came up with some additional ideas and working with the subgroup of Alders. We also included a provision, however, that allows for a change annually. If you as a body decide this seven is not the right seven, then you go back to the then owners to say, we need to change out the specific events. But note, it can't be an event that's longer in length and some other variables than Bud Billiken, I think, is in there now. And it's the longest in length. That was the longest in length that we are aware of, so in terms of sheer geographic length of the city. But you as a body on an annual basis can make determinations as to which events that you think are appropriate. The other reason why we wanted to do that is the agreement just running through 2084, I don't know if there will be a lunar parade or other things down the road. So we wanted you to have the opportunity to change those out as you see fit, but it would have to be on an annual basis. That's right. And then the 2% on any further transactions, so the life of the contract is 57 years? Correct. And so if it sells again, the city would get 2% of the sales price. Do I have that right? That is factual. 2% of the sales price, and that is a new term, new assets, dollars that the city had not prior been in. So hypothetically, it could sell two times in the next 57 years. Oh, my gosh. Probably minimally. It would change over. Certainly, it could be many times. Right. And those proceeds will go into the pension fund. That is correct. Okay. The $75 million from this transaction is scheduled to come online? By the close of this year. By the close of this year. When they close the deal, it would, at that point, that's when they're obligated to transfer. It transfers over as part of cash. They work with the CFO to work through all the details associated with the transfers, but not later than the close of the year. Needless to say, the selling party is interested in closing as soon as possible. So the likelihood that you'll wait until the end of the year is probably de minimis at best, but we do have that as our backstop in terms of a deadline. I do want to share a similar position as Alderman Beal on this one-time infusion of $75 million. It should be in addition to the supplemental pension for 2027. That's been a point of contention for the last nine, 10 months. I think that makes really good sense. And I think it was reported out earlier this year that we're making like 15% on our interest on our pension investments now. So that's great news. And when you think about sort of walling off future property tax increases on our residents and making these sort of investments now, it makes good sense. Madam Chair, thank you for your leadership on this item. To my colleagues, Alderman Lee, Alderman Wagsback, Alderman Villegas, Alderman Burnett. Great job. Thank you. I will be supporting this. Thank you. Thanks. Point of clarification, Alderman Beal. Thank you, Madam Chairman. Is there anything in the ordinance that states that their payment, their pension payment is made at a certain point, like September 1st, you know, anything in there where they have to make it by a certain point of time? I think it runs at the end of the year. Jim McDonald, are you able to verify that and reference the section for the alder? Yes. While we're looking for that, we'll move on to Alderman Sposato. Thank you. Alderman Sposato, Alderman Mitchell said he didn't have any questions, so you're next. Thank you, Madam Chair. I will be yielding 25 minutes of my time, and I will be very brief. So I just want to say thank you, thank you, thank you, Mary, Corp Counsel, all the attorneys, my four colleagues that had a lot to do with this. This is a major coup for us. I am jumping for joy and giddy about this. So I'm glad I'm part of a major accomplishment under our watch, as opposed to what happened almost 20 years ago. And I have to say, I also have to give, I'm also going to include the mayor in this, because I don't believe, I know that some people are questioning, I have to believe that he gave the thumbs up to go ahead and do this. So, mayor, I'm sure you're listening. Thank you also. So just once again, just a simple thank you, thank you, thank you to everybody. This is huge for us. I'm proud to be a part of the council with this happening. So, Corp Counsel, thank you and all your attorneys very much, and thank my colleagues. Thank you for a great job also, Madam Chair. Thank you, Alderman. And I yield my time. Thank you, Alderman Sposado. Alderman Lopez, followed by Alderman Rodriguez. Thank you, Chairman, and thank you, Alderman Sposado, for your time as well. Good morning. Good morning, Alderman Lopez. A couple questions, if I may. With regards to some of the things that we're talking about here, first and foremost, what happens if in this agreement the purchaser does not meet the obligations? The city has resolved all, reserved all rights and remedies it has in law and inequity to respond to whatever the specific obligation is that they failed to meet. And where are those remedies listed? Because they're not in the substitute, so. No, no. We have direct reference to the Reservation of Rights in the very way that I've referenced. Jim McDonald will get you a cited section so that you have that at the ready. So actually, if you could provide through the chair the cited section for every one of these new amendments as to what the remedies are, because there are no remedies listed here. So, for example, if they should choose not to do anything that is discussed here, it's not mentioned in this ordinance. Right. We are typically, Alderman, we don't get into levels of detail because we are, as lawyers, we are always concerned about it divulging legal strategy. But that said, you certainly are entitled to know where they are, and we will provide them happily through the chair. Thank you. Reference in this ordinance is the community benefits funds. Is that a term from the seller as to how they are issuing the check, or is that a new term? No, it's our term that we use because our perspective is that pensions are part of the broader benefits, not only to our city employees, but to the taxpaying public, and it is a broad characterization. And where in the budget is that? In the budget? Yes. So the city of Chicago's budget would have a line that says community benefits fund to be in receipt of this. So where is that? I don't think it's a community benefits. I think they're calling it a community benefits fund in the document in order to have that money directed to the city. But the money, when it comes to the city, is being directed to the pension fund, which would be in our budget. So my understanding, if I may, as I read this, is that $75 million is earmarked, for lack of a better term, for pensions. However, city council has the final authorization as to which of the four it goes to, which is what it says in this ordinance. So I would assume, as with past practice, as we would get any amount of money from anyone, it would be a budget amendment upon which the committee on budget would likely make a decision where to spend it. So my question would be, is that how it's going to be? Where's the final resting place once the check is written until city council decides to do something? Ashley Gabrish, CFO, thank you for the question. We will likely set up a separate fund, a pension reserve, perhaps, that would accumulate those monies until city council decides how and when we're going to disperse those funds. Either I've heard a number of council members not wanting it to be above and beyond the supplemental, and I hear that. CFO, I love to hear that. But it's the will of the body, and however the body decides is how we will distribute, you know, the corpus of cash in that fund to the pensions. So I just want to make sure that that, and I'm saying this out loud for all parties, that I would expect that that money would be presented before city council as a budget amendment at some point, so that it's not just redirected at the will of this or any other administration once it arrives. I, sure, Alderman Lopez, I take your point, and it is normal course process. It will come to this body, which that's what you want me to affirm. I am affirming same, for fund consideration as the normal course of a budgeting process. It arrives with the CFO, but as part of the normal budgeting process, this body will need to make a determination as to which classification it takes on for pension purposes, which funds it applies to, in terms of the broad categories of the three pensions, and the CFO will work with you to set up said fund according. And just a last point here, because we are receiving those monies before the end of the year, we will be budgeting for those monies, so it will be a part of this budget. So the $75 million will be... We will receive it this year, so we won't need to figure out what to do with it. We could receive it whenever we receive it and just apply it, because we do that all the time. So I just want to make sure that it's not accounted for before we get our hands on it. I know our budget chairman referenced the fact that, and I know you discussed, that there's no floor payment with regards to the percentage that we are anticipating. Was that a negotiated tactic, or was that something that was non-movable by all parties? It was just part of the negotiations, but needless to say, we started with a floor, but it was part of the negotiated terms. Note that, as a rule, every year this asset has made a great deal of money for the purchasing party, so we anticipate a little bit of that coming our way. I've heard that said multiple times, and I'm not trying to beat a dead horse with that, and I appreciate that, because we've seen where, as you said in your opening remarks, the purchaser made back all of its money in two years, correct? So I would imagine with inflation, they'll probably make it all back within four of this sale. But I guess my question is, after seeing, for example, somebody else that we contract with for a casino, we saw where the operator was playing fast and loose with whether or not it was their world organization, their Chicago organization, or whichever organization they were referencing to evade questions by this body. And I just want to make sure that, you know, I would have preferred to have seen some sort of, you know, 10 million or whatever is greater kind of language, so that at least we could start planning ahead for things in the future. With regards to, as, again, Budget Chairman referenced, contracting our sovereignty, does that language still remain in the agreement moving forward? I apologize. What was the question? Chairman Irvin referenced that there's language at 17 point something or other that says that we are required to vote a certain way. I think he referenced it as contracting away our sovereignty. Does that language still exist moving forward in the sale as well? Well, the characterization probably doesn't fit this transaction. What the transaction put forth, even in 2001, were under 17.1, certain factors you have to take into consideration. Particularly, that was particularly important. If one was going to impose on this body the obligation to negotiate and this is not normal, then you needed to know what you were negotiating, the context in which you had to negotiate. So those things are there. Those standards remain. They will, even as the CFO in the future considers, she has to consider financial background or worthiness and background and the very same standards will continue to apply. So if we may, on your slide deck, I think that's what you referenced, right? 17.1, the four pillars of the, the four factors in making a decision. Can we put that back up, please? Mm-hmm. So those are the ones that were referenced in the ordinance and in multiple briefings. These are the ones that they're out, that outside lawyers have threatened aldermen with if they fail to vote the way that they want as a violation of this. So my question is, is this specificity that we have all been warned about, is this remaining or was this, was any attempt to negotiate this part out so that future city councils can make a decision without the sword of Damocles dangling over your neck? I, thank you, Alderman, for the question, but the, your characterization, the sword of Damocles that was attempted to be swung by outside council, they would have missed. This is a very broad series. Well, they would have missed with you at the helm. I'm thinking about what comes after you. Thank you, Alderman. Thank you. But this, these are very broad categories that they actually would have wanted to be removed. We took issue with that and they remain. It is your right to make determinations as to background. It is your right to make determinations as to financial worthiness and reputation and experience. That is a right that carries forward and it will continue to carry forward unless this body in a future negotiations decides to eliminate its right. And then lastly, well, two points before I get to the lastly, who owns the kiosks, the parking meter kiosks? Jim McDonald. Hello? Hello? Hello? You So the concessionaire owns the kiosks. At the end of the transaction, when its term ends, they are obligated under the concession agreement to turn them over to us, and we do not pay for them. So all of the parking meter kiosks throughout the city of Chicago are currently owned by the operator and now will be owned by the new purchaser, correct? No, the purchaser is becoming the owner of Chicago Parking Meters, LLC. That is what we call the concessionaire and the party we have the concession agreement with. What is happening here is CPM, as we call them, is currently owned by Morgan Stanley and two partners. Morgan Stanley and their partners are selling their ownership interest in CPM to the affiliates of Stone Peak. So our concession agreement remains with CPM. CPM is not going anywhere. What we have done in this transaction is to amend the concession agreement with CPM as part of this transfer of ownership. I'm being clear. So the reason I ask about the kiosks is because those are not owned by the city, correct? That's what I just heard. That's correct. How much revenue do we generate for allowing them on the streets since they are now privately owned until 2084? I have to refer to the Department of Finance staff members. Vigie? Can I make one comment I should add? There are, when you look at the kiosks, you look at what I call, there are two different types for the metered spaces. There are concession spaces where CPM gets all the revenue. There's another type of space called reserve spaces. Those spaces, the city gets 85% of that revenue and CPM gets 15%. And the city has the right under the agreement to designate and redesignate which spaces are concession and which are reserve. No, that I understand. But I'm asking about the actual structure itself because my understanding is that any structure on the public way has to be permitted and there's fees and things that could be associated, which I would like to know. So, of all of those little black boxes across the city of Chicago, how much in fees for the permit for being on the public way do we charge, if any? I will defer to the DLF. My recollection, we should do this through the chair, is that in 2008, when we started the transaction, we gave them a right to have kiosks on the sidewalks without having to renew for permits because we were selling a 75-year concession. Alderman Lopez, I still hear your standing question. That's exactly what I was going to. We don't charge them for kiosks. And everyone else has to have a permit that goes with an associated fee to the city of Chicago to operate or sell. So, was that ever put into the consideration that that could either, A, be an agreed-upon price for moving forward, or is that something that city council can now move forward on because that is something that both requires a public way use, as well as well as all associated insurance and indemnification for the city. The city council, as part of its future considerations, can make certain determinations around classifications of permits. And in terms of the numbers, which is your original question, we'll provide that, Alderman, through the chair, so that you have a reference for what those dollars are. Okay. Can I just comment on that? I think that is a fair suggestion, and we should follow up on that. I don't think that it needs to be part of the concession agreement, but it certainly is something that the city could look at through BACP. Is there a right for them to – is there any change in rates included in any of the agreements that are being shared? There is not, Alderman, a rate change, a body, but that is a right reserved for the city to make in its wisdom, and this body to make at the appropriate time, including fine adjustments. Okay, and then my last question is if you could provide what the metrics were for the set of the excluded events were. I know Alderman Quinn referenced it. Certainly. But I do know that through DK's alone, we have roughly 140 different athletic events that run through our streets. We have almost 500 neighborhood festivals that are multi-day as opposed to a singular event, which I'm surprised probably would likely cost more money in true-ups than any of the events registered here. The events registered are a nice collection that represent the diversity of our city, but I don't necessarily know if they have the same financial impact as some of the events that we know closed the streets down in West Loop or the north side for three-day weekends with all the impacted costs. Understood, Alderman. Just note that we tried to make sure there was a wide berth from something small to very large so that you had the ability to swap these events out during the – annually. But as you might imagine, we started elsewhere in our discussions. Well, would it have been easier just to put a number seven? Like we – That was part of the – Yes, that was part of the negotiations as well. But we're happy to provide that through the chair so you have reference. Thank you, Chairman. Certainly. Thank you, Alderman Lopez. Alderman Rodriguez, followed by Alderman Laspata. Thank you, Madam Chair. First of all, I just want to congratulate you and those who have been at the table, including the city folks, for inching us closer to a deal here. It does seem to me that we're getting very, very close, and I just want to congratulate you on the diligence. Just a process question to start off, Madam Chair. I'm assuming the substitute was accepted in the previous meeting, and that's what's before us in writing here in front of us. I just want to be – We accepted the substitute in this meeting. Oh, in this meeting. Thank you so much. And that's what's in front of us in writing. Yes. Okay. Thank you. I'm concentrated on page two, section two, particularly the divestiture certificate, and just have a couple of questions around that certificate. One – Page two of the substitute ordinance? Yes, ma'am. Okay. Yeah. And it is – well, there's several page twos. It's not the whereas clause, but in these sections, a part of the effort. You guys know it better than me. Um, I'm just wondering if you could, one, give us a broad definition of what's included in the divestiture certificate, what's covered, essentially. Sure. Um, again, um, I – I must speak broadly. This is a, um, uh, confidential, uh, transaction. We have provided and will provide for that, um, certification, um, to be available on a read-only basis so that, um, should an alder have interest in it, they may, um, it's here in the back. It's in this room. Um, Audrey has it. And if you want to look at it, feel free. Thank you. So, uh, to your question, um, it is – it, the – by definition, it is – expression of their intent to sell the asset in question, and it further states that they are going to, um, provide us with a, a supplemental certification once that asset sale has completed. And then it finally notes that they have no intention of replacing that – or buying back, um, that asset, um, given its nature. Thank you. And I know, um, that there was a lot of talk about a specific entity that they owned that probably is the reference point of that certificate. Um, I'm just curious, does that certificate cover, uh, the existing asset or does it cover, um, any potential future asset? And if not, why that wouldn't? Um, uh, it covers – if, if, if the future asset is the asset in question, it certainly covers that, um, and it covers their obligation, um, to notify us of completion. Um, there are certain acquisitions that it would not cover in the future, but again, depending on the asset in question, it may or may not trigger coming back to this body. Uh, so it does cover, um, the specific asset and the prohibition, um, the, um, a stated intent not to reacquire the asset so that you don't have a situation. such a huge, situation. where they sell it and then buy it back. Okay. My colleague from the 20th Ward is behind me, and he's talking, and I can hear him. And I can hear him earlier as well in that I heard the line of questioning. It was a good line of questioning. I understood it, and I appreciate it. I disagree, though. Unfortunately, there exists a significant market for this asset. I wish it didn't. And I'll just leave it at that, and I think they'll probably do fine. But I'm not worried about that, and I don't think any of us should be in my respect. I appreciate that, Alderman, because the sale of that asset is not really germane to this transaction in terms of the number. Yes, that's fair. The sale, however, is significantly important to, I think, all of us. So I'm glad that that was written in here. I think I will report that I've reached out to a couple of organizations, not all of them, but some of those I've worked with the most, and they've dropped their opposition to the sale because of this divestiture certificate. And then also on page 14 of the section, section 17, the pending divestiture. Just really quickly, Madam Chair, I know that you're going to take a lot of responsibility on in communicating regarding this divestiture. And I'm just curious as to what your intent is as far as sharing that with the rest of your colleagues. I do not intend to copy it or send it out because my lawyers have said that that's not something that we should share. But the document is here for you to read, to look at. If you don't want to do it here, you can come upstairs and you can look at it. Well, I've looked at it. I've read it. I'm just getting at, as we move forward, I just want to make sure we stay in communication that this and obviously other sections are adhered to. But I'm particularly interested in this section, Dean, I hear too. Yeah, just call me. Call me on the telephone. Yeah. Great minds think alike. My guy. Point of clarification, information, Alderman Lee. Thank you, Madam Chair. And if I may, Chair Rodriguez, are you asking if there's going to be notification made to the council upon the final closure of the sale of Omni? Now I am. Okay. Well, I just, that's what I was hearing there. So I think it would just be great if Corporation Council can address that. Yeah. Certainly. Thank you, Alderman Lee, for the clarifying question. In the event, they're obligated to provide us with the completion certification. That's part two of the process. So that will be provided to this body. And I can mail that out. Well, yeah, and that will be a distributable stock, but it is, it will be provided to this body. I'd like to get. Point of information, Alderman Vasquez. Thank you, Madam Chair. Thank you, Madam Chair. So I think kind of getting at the same thing, but as it's written, it says the concessionaire show following. Page are you on, please? Oh, the section 17, the pending divestiture. 14. Oh. Page 14. Page 14. Got it. Mine was separate because it was about status updates, which is part of 17. So I thought that's what he was asking. My apologies. I'll wait for my turn. Sure. There is an obligation to give us status. We anticipated this body would like to know how things were progressing. And so that will be provided to the chair of finance as well. So I'm sure there'll be more questions on this matter. I'll leave it there for now. On the resale, I'm assuming the terms of this agreement automatically become the baseline terms of the next agreement, and that comes before city council? Yes, it will. This is amending document, this ordinance, and the supplemental documents are amending the original 2008 agreement. This is the third sequence in amendments. The first one, honestly, was about something very nascent and technical. I'm sorry. Again, for the record, Jim McDonald's managing deputy corporation counsel for transactions. So we had a 2008 concession agreement. We entered into a renegotiation in 2013, and so we have what's called an amended and restated concession agreement. Then this would be the third amendment to that amended and restated agreement, and the corporation council is referring to the first amendment was to add commercial loading zones to the metered parking system. The second amendment, if you're asking that, was to take the parking lots. There are 17 or 16 now, and switch them from reserve meter status to concession meter status. This is now going to be the third amendment to the amended and restated agreement. Okay. Just so I want to be clear. My question is on potential resale, and what will be the baseline for negotiations upon resale? So we have added additional language that if they decide that they, too, want to now, after acquiring the asset at some future date, they want to sell the meters, the CPM relationship, whatever, they have to come to us first. So we have a right of, they have to notify us, and then we would, we have a right if we so choose to put an offer on the table. They are not on an obligation to accept said offer. But we, there is a process. And then in the event that an offer was to ultimately go forward, and the parties think they have something worth consideration, that goes to the CFO. She has 30 days. She will need to present that to this body, and this body has 90 days to consider. Before, none of that existed. We heard you loud and clear. Your colleagues were very clear that there needed to be a better sequential notification process, and so that is now built into the agreement. And I just have one more line of question, man and chair, around the 5% profit share. I'm just curious if we have an analysis of the previous, I don't know how many years, of what profits were generated by the meters? Sure. Their annual reports refer to, we can provide the annual reports of prior years to this body so you can have a sense of what kind of dollars they have been able to generate. I can only say they have been able to generate significant dollars. We've seen it in the media. They're doing all right, and hopefully, you know, with this much better deal, with profit sharing with the city, we'll be doing better because of that as well, and that'll come back to our taxpayers. Just finally on the 5%, I'm just curious as to what the reporting mechanisms are that we ensure we achieve the full 5% on the profit, and, you know, there's no funny business as far as loading up on expenses and things of that nature. Understood. That information would be provided to the CFO. Their federal filings would be provided to the CFO. If they provided documents that were inconsistent with some of their federal filings, they would not only have a problem with us, they'd like to have a problem with the federal government, whomever is leading it at the time. So there are significant consequences if, to use your characterization, there's funny business associated with the number. Thank you. Quote me whenever you want. 2% on the sale, 5% profits, up front $75 million in writing, selling Omni. Good work, you all. I hope, you know, we get there real, real soon. Hopefully it's today. Thank you, all. Thank you. Alderman LaSpada, who is next, had to request to participate virtually by virtue of Rule 59. Can I have some move by Alderman Villegas? All those in favor signify by saying aye. Opposed. In the opinion of the chair, the ayes have it. Alderman Curtis, counting you towards quorum. Alderman LaSpada, you're up. I will have to defer my questions. I will come back to you. I am momentarily in transit. And Alderman back down my head. Did anybody hear that? Yeah. She said he's at the deferred question. Okay. I think it means move on. Chair, I will come back to you. I'm currently trying to get my daughter to preschool. I will try to come back on for my questions unless they are answered by a colleague. All right. Thank you, Alderman LaSpada. Alderman Moore, who I know you're online. I see you. You have been added to the list of questionnaires, questions. Alderman Hall. Thank you so much, Madam Chair. Jared, I do want to say, first and foremost, sincerely to my colleagues who put in the work, this wasn't easy. I think it's exceptional. And echoing the words of Alderman Bill just shows that difference doesn't divide. And it was seen in how much was brought to the table. I do want to make some observations and put some pins in some areas of concern that I have as it pertains to the current state of where African-Americans are as it pertains to our portion of revenue in the current state. So, for example, right now, Chicago Parking Meters, LLC, operating expenses as right now in 2025, rather, was $12 million. So out of 12 million it took in 2025 to run Chicago Parking Media, LLC, according to the 2025 MBE slash WBE report, only $238,000 was contracted to black businesses. That wasn't even 2%. This year, the MBE, W-E-B report has black businesses out of a $14 million operating expense. Black businesses only contracted to $250,000 out of the $14 million. So that's not even 2%. So as it currently stands, there is no representation of not even 5% of black-owned companies in its current state. Now, I asked the question to our general counsel, and it was given back, and thank you so much. I'm concerned with where is the black representation as it pertains to leads in the transaction, the potential transaction. Just to name a few, Deloitte is involved. AT Kearney is involved. Potentially, we just don't know. So Stone Peak has potentially, though not confirmed, over $17 million in procurement, including lobbyists involved in this, advisors, tax accountant advisors, attorneys. Over $17 million potentially is being used in contracts and deal flow in not one lead black company in a city with over 700,000 people, rather. So in a potential $17 million procurement transaction between Stone and the city, not one black lead, not the crumbs that come with the subcontracts or that I'm looking out for. So in concluding, it's more of an observation. So in concluding, 22% of all majority black neighborhoods generate billions of dollars in tax debt, but only 2% in contracts, as it stands, and little to no visibility or confirmed questions from Stone Peak in that transaction. Now, a line was drawn in the sand for concerns about dealings with ICE companies, so forth and so on. I just want to observe that there should be a line drawn in the sand or just some more clarity around why aren't more black lead companies involved in the current operation for Chicago parking meters and the potential transaction from Stone Peak. Thank you, Alderman Hall, for the statement. I will only say as part of an acquisition, we would not have been able to address the issue that you've raised in the manner in which probably would satiate. However, every year they have reporting obligations. Those reports are around their MBE, WBE requirements, as well as the inclusive nature of their operation. Those reports are provided to Department of Finance. And I would respectfully submit, if you are interested, I suspect the Department of Finance will be happy to provide those to the chair for purposes of your consumption on an annual basis. And then you have every opportunity, as you do with any of the parties that engage in business here, to have them appear and have a chat about their – Yeah, no, I just, you know. And I would add that given your vast prior experience as a lead organizer at Operation Push, for example, to utilize that experience and work with outside agencies to help get that message across to a private company. Absolutely. And that we have – That we don't have any authority over because of money, land, or zoning, right? So our influence here is somewhat limited, but could be augmented by some outside agitation. Yeah, I think it does need to be augmented. I mean, again, the previous deal, which we got into, only led to 2% representation for African-American businesses, and that was when we sold it back in 2008. And then in the new sale, there's zero presence of African-American leads on any of the procurement opportunities. And I just think that if we can make a concession to raise to the moral compass of ICE participation, we should raise to the moral compass of blacks excluded from this deal, especially since 40% of ticket debt comes from black people. So from the time of this deal in 2028 to now, black people's ticket debt revenue alone could have bought the parking meters. So I just think that it's indignant – I mean, I just think it's ignorant that we are outside of the deal, but we fund the deal. So thank you, Madam Chair. Thank you, Alderman Hall. Alderman O'Shea. Thank you, Chairman. Good morning. Good morning, Alderman. I'd like to start out – I just want to go over some dates, and I don't know if this would be better for the Corporation Council, for you, Mary, or for Jim, who probably was in a lot more discussions. When did we first – we as a city first receive notification that, in fact, the meters might be for sale? Well, or the first meeting about this topic sometime a year ago. May I defer that question to Jim McDonald, Managing Jack via Transaction? Thank you. Jim, when did – I know it was in the fall of 2025, a year ago. When did we first start – first meeting about the potential sale of this, the first meeting about when we might be interested in bidding for this? Jim McDonald, Managing Deputy Corporation Counsel for Transactions. And I'll – if you want exact dates, I will have to do it through the chair because I don't remember exactly, but I can tell you what I remember. Ballpark would be great. Please. My recollection is that we became aware, I think it was in July or August, that Morgan Stanley was starting a bidding process. And we – then the CFO at the time had to decide whether or not the city would participate as a bidder at that point. So it would be fair to say 13 months ago, ballpark, we as a city were first aware that there's going to be movement here, there's potential movement. My next question is, at what point did we have discussions about the city of Chicago bidding for said parking meters? In a ballpark, a month would be fine. I'm sorry. It was August and then September we were looking at, do we submit a bid? An initial – and it was the initial documentation. It wasn't the bid, what's my price, et cetera. It was – how do we – Excuse me, can we keep it down? We're talking about something important here, folks. So a year ago is when there were discussions in this building about bidding for the parking meters. And I'm going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to go ahead and see if we're going to That'd be a safe ballpark. Yeah, we submitted our first round bid in early October. So 11 and a half months ago, we bid, we submitted our first bid. What was that bid? I might have been 2.5. I don't recall offhand. And one thing to be aware of is everything we submitted said it was subject to the approval of city council. It couldn't be binding on the city because we hadn't gotten an ordinance passed at that point. So we think our first bid was 11 months ago for about 2.5 billion. So we submitted multiple bids. My recollection is I think we then increased it to about 2.8. So we believe we may have submitted a second bid for about 2.8 billion. Did we submit a third bid? We went to a third and final, and we were told, and I believe at that point, again, this is from memory. So I think it was 2.85, and we were told we wouldn't be eligible to be selected unless it was 3 billion or above. So we ended up submitting a final bid at 3.2. So between July and December of 2025, four bids were submitted ranging between 2.5 and 3 billion. 3.2. 3.2 billion for the parking meters. All subject, non-binding, unless we had gotten city council approval. And how long after the fourth bid was submitted did we notify the city council that we had submitted one, two, three, four bids? I do not recall. The mayor decided not to proceed with it, and that became public. And what date did we have the hearing here where officials from Stone Peak came before us? That was earlier this summer? June 25th. June 25th. And on June 25th, we had a hearing where Stone Peak came before us, and my recollection of that meeting was a lot of us were angry. A lot of us were frustrated. A lot of us were on the edge of our seats based on the level of trust that, in my opinion, and many others, was broken for a lack of communication from city leaders. And I remember being, I found it refreshing that the folks from Stone Peak, in particular the gentleman, Mr. Wiper, James Wiper, he was honest. He was candid. Probably more candid than the lawyers next to him wanted him to be, but he was a straight shooter. That's my recollection. Is that everyone else's recollection from that day? And we got a lot of questions answered from Stone Peak. Not from city leadership that had been in these discussions for months and months and months and submitted bids for months and months and months and never come to any of us. Can we get to some questions, please? I'm getting there. I'm getting there. So there was a lot of talk for several months once we were all made aware. Aaron, Mr. McDonald, in your experience, how many meetings do you think you were a part of from July until today with anybody involved with this? Morgan Stanley, Stone Peak, the mayor's office, any other entity? You yourself, how many meetings do you think you've been a part of? I'd have to go back and check. It was very intense. I'm sure it was. Many days, evenings, weekends. Dozens and dozens of meetings, phone calls, probably some Zooms in there. A lot was done virtually. And here we are. We're eight days away from a deadline. We've got a deal before us. Our most pressing financial concern, our pension funds and the promises we made. And this deal consists of $75 million up front for our pension fund. Is that correct? That is one of the aspects of the transaction, correct. It's one of them. And there's also the profit share, 5% of net income and 2% of the sale price of future transfers. And I heard what Mary said an hour ago, but we've got 57 more years in this deal. Would you agree that there's an opportunity of several more sales of this over the next 57 years? I would not be surprised. I would expect them to. At 2% of each sale. That's correct. Mr. McDonald, I know I was aggressive there, but I can't imagine what the last 12 months, 13 months was like for you, having to be a part of this. If you would have told me four months ago, Chairman, that we would be here today and we would be on the one-yard line with the potential of a deal, a deal that would help protect our pension fund, a deal that would set us up for profit sharing and 2% on future sales, of which, what do I know, but this is going to sell a few more times during the course of this 57 years. I would have said you were nuts. And I want to look you in the eye, Chairman, and say your leadership, along with Lee, Wagespach, Burnett, Viegas, working with our finance team, Mary, you and all your folks, too many to mention, some here, probably some upstairs watching. I would have said you were nuts. This is a great deal. This is the deal of the century. This is a deal that will never make up for what we were all stuck with back in 2008. But this is a deal. And before we walk out of this room today, we should all vote in favor of this and get this out of committee. But I want to say to you, Pat Dowell, thank you. Thank you. That's all. Thank you, Alderman O'Shea. Alderman Cecil Lopez, followed by Alderman Vasquez. Thank you, Madam Chair. Just a few clarifying questions. In terms of the September 30th date, how is that going to be treated? It's because I think… Excuse me, Alderman, what page are you on? I'm just asking, you know, I am just looking at the date, the deadline for the agreement, September 30th. How is that date going to be treated? Because I think one of the… I don't disagree this is a much better deal or is a better deal. But I do think that there's really little time that we have because of potential litigation. So the September 30th day, how is that treated? Is that the deadline or is that flexibility? The September 30th day was a date that was submitted to us by the acquiring party as the timeline in which we should act. The city has accepted that date. You have today to do an approval or not approval. And then a subsequent special counsel meeting in which to approve or not approve. It is… It should be viewed as a definitive day for your action. Sorry. A deadline. Thank you. The chairman is asking me to clarify previous extensions. I think we were counting upstairs and there were two or three previous extensions. We've tried to solve for that, frankly, Alderman, because of the challenges. You were… The old terms that if you approve the new terms, the old terms put you in a horrible position. A horrible position, you as a body, in terms of having to negotiate something that you would have been completely unaccustomed to negotiating. And further to do it, act on it within a limited amount of time. It's just… It was almost an impossible situation. So we changed those terms so that there's a much longer birth for this body of 90 days. And then we have 30 days that the CFO will present to you when she has an offer that you ought to consider. There's a dialogue that will happen at that time frame. So it should be, between the legislative and executive branch, a more collaborative opportunity to go about any future acquisitions. And I do agree, as was previously stated, there will likely be many of those. So, like you said, this should be treated as a final extension per se. Is it like a communicative part of the… It is like the… It is like the… timeline that we are operating under at the moment is that we should have this transaction completed by September 30th. Any potential for an extension or this is a finalized? When one negotiates, you are negotiating in good faith with the intention of bringing it before this body. So I think it's important for this body to consider an approval or non-approval today as a committee and then a full consideration tomorrow as a special counsel. Thank you. My next question is around the $75 million payment. By when can the city expect the $75 million payment? The $75 million payment is due at the close of the transaction but not later than the end of this year. And what happens if that deadline is not, and that will go for maybe different terms on the contract. If there are any terms that are not fulfilled by the buyer, what is it? With respect to that particular term provision, they would violate the agreement and the transaction would be void. They'd have to come back before this body. So it's more likely than not that that will be forthcoming. But we've also reserved all rights and remedies with respect to, as we do with any other contractual arrangement, but we've been very expressed in this agreement. So this body and the city has rights and remedies with respect to all terms. And what was the latest that they can make this payment? The end of this year, which would be December 31st of 2026. 26. Okay. Thank you. The other questions that I had around, and this is around the 5% profit sharing, the calculated net income. Are EV stations, I know that this agreement kind of mandates that EV stations are included. What is the profit sharing around EV stations? Is there anything around, I think they're separate, if I'm not mistaken, right? Correct. Alderman, thank you for the question. They are separate matters. So you have the profit sharing on net income, but they're separate in the sense that the way that the EV charging as anticipated, and this is in part at the animus of Alderman Vasquez, there has to be a working group. They have to report out on a quarterly basis. And so that both the city and the acquiring party will be working towards where they will be, how many there will be, except the pricing. You negotiate at that time any upfront costs to them. And certainly you set some standards for rates going forward. So there's no, there's still no, nothing specific around any projections around what EV stations could be generating? It would be inappropriate to fully project, only to say that EV stations make significant dollars in other parts of the country. We trust that will be the same in Chicago. So it's possible maybe in this working group, like within our terms, it's possible that we provide, I know Alderman Hall, for instance, mentioned access to subsidized spaces to areas that have been disenfranchised. Is that something to be added? Excuse me, point of information, hold that question. Alderman, why is back? Thank you, Chairman. There was also, just for your information, a couple of months ago, CDOT had already created a working group as well for EV usage on the public ways. So those two could work in conjunction to address your issue and Alderman Vasquez about specifics on that. So it'd probably be a larger working group. But CDOT did address it in a transportation committee a couple months ago. Okay. Thank you, Alderman. Alderman Ciccio Lopez, would you repeat your question where you were going? I think that it was in line of that. I think my question was around, I know Alderman Hall mentioned the importance of being fair with communities that have not been, or have been perhaps burdened by this bad deal of the parking meter. You know, the black community in particular in the south side or west side, perhaps this could be a way to subsidize. But, you know, it seems that there's a working group that could provide those kind of subsidies of free access to EV stations in certain parts of the city. That could be a possibility in this working group. My question is, is that within the scope of the contract that would be allowed? The future terms around EV are something for the city to determine. So you have ample opportunity to negotiate those kind of terms. Got it. My other question is around flexibility around curve management and bike lanes, you know, an open space as well. Could, in this particular policy, would the city, for instance, be able to eliminate a string of meters for bike lanes or park lane without financial penalty, for instance? Is there something, I know that it removes, you know, the permanently parking spots in protected bike lanes. But is that, what is the provision of the policy around new bike lanes or new open space dining areas that maybe are created? Is that something that the city can negotiate here? The issue of additional meters are something that the city would and could negotiate. Dining areas and the like are not incorporated in this particular agreement, to the best of my knowledge. The question you're asking about bike lanes or dining areas is not in this Third Amendment to the agreement. The city has the right, under the existing agreement, to close spaces permanently or temporarily. But it will have a financial impact unless we replace those closed spaces with other metered spaces. That's the existing contract. Is there any opportunity to modify that, to give the city a little bit more leeway on that? Those rights are reserved and the city has a right and it makes determinations as to close or not close or which ones should be treated as how we treat reserved and non-reserved spaces impacts our true up and our dollars. So all those are factored in. You have the great DOF team that will be leaning in on those kind of discussions to make sure as the city goes forward, it's completely understand if there's a financial impact of closing or not closing or expanding or not expanding. A few more questions. In terms of the true up costs or the true up loophole protections, I know that festivals, for instance, there's a handful of them. Is there also lead way if there's in case that there's a few other large events that happen? I mean, we have one parade in Pilsen, but I don't see it in the exhibit A, this is section two. Is there potential to add exceptions to this? It's interesting. We said to ourselves, Alderman, that this would be an ongoing dialogue because we knew to select any seven was to exclude others and there would be concerns around that. So that's the reason why we included language that allowed for an annual change in which events that's for this body to determine. But please note that there is some restriction in terms of how large, etc., and how many meters and the like. So all those factors are known by DOF and certainly DOL. But you can, on an annual basis, make determinations as to which events they are. But the discussion will be making sure that it's not a swap out that costs the city more as opposed to saves the city more. Maybe through the chairman, we can provide some of those details to see what kind of lead way we have. And those are specific terms. Happy to do that. Other question is around, I know, OmniAir was the divestment of OmniAir have been brought up. In terms of like this, you know, not being federally approved or fully finalized by a date, is there a specific date where this needs to be done? And what happens if it's not finalized? The divestiture of an asset is part of the confidential restrictions that we have entered into that. We have a divestiture certificate that they've provided that reflects their intent. They will provide us with a divestiture completion of that transaction. And in the interim, they have reporting obligations to us. We were circumspect as to whether or not to include a date. And ultimately, it was negotiated out because that would adversely impact their ability to get the best price for said asset. In terms of the, is there, I know there's some confidentiality that you mentioned, but it's like a date. Is there a specific date, a strict date for this or no? No, that's what I was just explaining. When one is selling an asset, if you impose a date like that, it can impact your price of the asset. I know what I mean. Okay. Is there any clause in terms of the penalties? Like what happens if there's no, like if they don't fulfill what those terms, if there's any kind of. We've just reserved all rights we would have at law and inequity. So it depends. on the facts and circumstances at the time. Finally, in terms of the confidentiality, I know that there were some provisions around strict data privacy and surveillance bans. I know that that is included. I know that there's a lot of discussion about utilizing that and not sharing with federal immigration authorities, for instance. Anything else that can be included to make sure that they're not monetizing, selling, or utilizing data for marketing purposes or other things that are not consented by Chicagoans? We have certainly restricted the data sharing to the federal government or for other purposes. They likely, as a business, certainly use data to help to analyze where they think there are opportunities. But we have severely restricted their ability to share our personal information. There is a provision that if they are notified, for instance, by court or by subpoena, that to release information, they would then give us notice of said notification. And the city would do what it's done quite well, frankly, over the years and likely pursue whatever challenges available to us to avoid, even by subpoena, the distribution, the sharing of said information. My final question, I think just for the record, I think I know the answer for this, but I know for the net calculated income, you know, it's very different with the gross revenue. And I think that it would have been obviously a much better deal for the city. Was that something that was rejected, obviously, by the company as they were not even willing to negotiate? We started with gross, as one would imagine. But we ended up with a calculated net income. And again, reminding everybody, this is income we otherwise would have never been entitled to or gotten but for these negotiations. But it enforced the city to have what is likely significant additional dollars, certainly dollars that it otherwise did not get under the original agreement. But the discussion started with gross. Yeah. My concerns are obviously inflation and the changes of, you know, parking patterns and electric vehicles and so far. So that is my biggest concern of this. This is a better deal, but I do wish we have a little bit more time. It seems that we're really constrained. I mean, it's a better deal. I think anything will be better what we have. But I do think that there is concerns about inflation and, you know, trends that could change and impact the revenue in the future, especially for that 5%. I appreciate your point of concern, Alderman Cicero-Lopez, but please keep in mind the following. This body has within its control something quite significant. That's around two ups. At some point, this body will have the ability to consider when and if to eliminate said true ups. If you do that, that's revenue. When and if you think it's appropriate to consider. So I would open the door to your future discussions and deliberations around the appropriate time for that consideration. But that's something that gets completely within your control and not the control of the acquiring party. Thank you. Thank you, Group Project Council. Good luck, Madam Chair. Thank you, Alderman Cicero-Lopez. Alderman Vasquez, followed by Alderman Taylor. Thank you very much, Madam Chair. First, I do want to appreciate the work of the city council members who intervene in your leadership because we all know the history of the deal. I think now we have a sense of the weight they must have felt in the time that things are going down to figure out the opportunity there. And yet you have a short deadline to make a decision. And so I think it's clear by many metrics this is an improvement upon the deal that originally was there. And so I want to commend you all and everyone that worked on it. I do have some concerns, but I appreciate the leadership. I'll go in order. So there are a number of, in the Third Amendment, and I think overall, where when it comes to notice or approvals or decision-making, it's left to, quote, the city. I think the concern that we actually lived through is the administration, the mayoral one, got the information. We then didn't receive it for a number of months. So I'm wondering how the city is defined here and could there be more clarity so the council equally gets immediate notice the way the mayoral administration got. Thank you, Alderman Vasquez, for the question. The reason why, and this is true of all city, all of our agreements, we reference the city. You will never find, as a rule, with the exception of our airports, which I also negotiate, you will not find that level of drill down. Why do we do that? Because it depends on the facts and the circumstances. Is the issue relative to a transaction that rests with the Department of Finance? Then that's what we mean by the city. It will go to the city. Is it a specific issue around acquisitions? For instance, it goes to this body. Is it relative to amendments? It goes to this body. Is it a legal issue? It goes to the Department of Law. So the city is used broadly there. Otherwise, we'd be scrivening in perpetuity for every iteration of how the city manifests itself. So we use that broad terms, not as an attempt to avoid, but attempt to capture. I appreciate that. As much of the city as possible. Right. Outside looking in, we are all the city. And then figuring out how we do the workflow is like a decision we're making. I think, I guess, something that would be helpful to me is identifying whether through this or separate from this, how we stop getting to the point where a mayoral administration could get such information, withhold it for months, and then put us in a position now where we have about a week because of everything that happened initially. So I don't know if that's particular to these kind of contracts or larger ones, but I think on the, I appreciate the answer. So I think that's a separate matter than to address to figure out. But similarly, we wouldn't be as time crunched now if we had gotten the information the same time this administration got it. And I think that's unfortunate and something I'd be looking forward to find as many opportunities to not have that occur. So I appreciate that. Well stated and noted, Alderman Vasquez, just with respect to acquisitions, your colleagues were pretty clear in sitting with me and we in turn were able to accomplish a scenario where you will be notified within a 30-day period and then you'll have a full 90-day period, et cetera, to work on those things because it made more sense. I can't speak to, again, what the thought process was in 2020, excuse me, 2008. But we thought under today's facts and circumstances, there need to be a better series of notices and that's been included in the agreement and an identification of to whom those notices ought to be provided. That's now in the agreement. It will come from the executive CFO. Again, for acquisitions, that's how business is done as a rule and we decided to standardize, professionalize, normalize that process. Sure. No, I appreciate that. Also, because I have a number of questions through the chair, if I could get a list of the cost of the different event closures. Because one, we had the conversation and I take out your word that we picked the seven that are the most expensive ones for us to actually have closures for. So I just want to see what those costs relate to the different larger events, I'll say, instead of like every single block party, for example. Happy to provide it to the chair. Okay. Thank you very much for that. Unfortunately, I'm saying happy to provide. A lot of that work is going to be done by the infamous Veggie over there. So I'm offering your good work on the city's behalf. Happily, by the way. No, I'm just kidding. Happily. Okay, so related to the working groups in Section 7, I think it's great that they're established to be able to talk through whether it's electronic vehicle charging or other potential sources of future opportunities, I'll call it. So I kind of call them the opportunity working groups. What I would like to know is who determines who's in the working groups? Are city council members part of the working groups? I'd like some specificity there because one could imagine a mayoral administration could say, I've got two deputy mayors in my working group and that's who's going to figure this out. The language, that's something that is usually not set forth in an ordinance or an amendment as to drill down on the who. It's the what that we did, we addressed. Sure. That there will be one. This body will work with the requisite departments. So you might imagine in the working group, you would want to have CDOT at the table. They are a great technical resource at the table. It is not unusual that on occasion there will be an alder that wants to be a part of that process. But that's for everyone to decide in the future. We simply establish the what. determine who within the city framework. You can determine the who because ultimately, even on some of the EV pieces, there are just a multitude of city departments that may be at the table. But if you're suggesting that, you would want automatic representation. You can that can be addressed later. You absolutely can add that at a later date in any form. I love it at this date. So the reason why I bring that up and I appreciate that, you know, simple two, three words, not limited to. Right. I think the challenge that we've seen is, again, sometimes people pick and choose what they want at the table. And sometimes it's folks who have relationships or, you know, relationships rather than expertise. And so trying to have an ability to make sure the city council members are a part of that working group, I think, is crucial specifically for a deal like this one. So I think that's that's my stance on that. We're looking at if we have if there's opportunity here. Yeah, because because I said, I think I think it should be an ongoing working group. Right. Understood. Twenty years from now, we don't know what other opportunities there might be. So I think having that standing space makes sense and having city council members and future councils be a part of it is also important because. There's just been not the transparency that is necessary. And so I think that helps in that aspect as well. Next. A lot's been asked about the Omni being sold. There's a couple of questions here related to that. I was my question initially was, how do you keep a company like whoever purchases the parking meter deal from then acquiring a company similar to Omni right now? Because but for the current moment, I don't believe we would have actually said, hey, you need to divest stuff. If it wasn't for the federal government actively in residential streets, tear gassing people to race to that level of concern. I don't think anyone would have just spotted it and said, hey, here's an issue we have to address. So my my question was, why not put something in the language that says going forward, you're not going to have anyone who partners with immigration enforcement at all. The answer I got was, well, it's only related to this particular transaction. I'm curious as to all the laws that got put in place about VESA, how that ended up being part of the agreement. Sure. The VESA provision, we take that in reverse order. The VESA provisions were included in part based on the concerns expressed by some aldermen with respect to treatment of employees. So when you have employees that are in the street, for instance, particularly female employees, unfortunately, they're subject to assault. Yeah. And so we wanted to make sure that built into this agreement with certain protections that rights that employees have. And frankly, this is a state law now that didn't exist when the deal was originally cut. So we wanted to be very expressed in our including language in the agreement around those kind of protective measures as we were in including additional categories of protective measures of employees. And this is in part was born of Alderman Taylor's real concern around what she perceived what may be at issue in terms of labor protections of employees. So now that's all incorporated by reference. We have broader reference to labor laws that are also built into the agreement. But it was purely to focus on the employees so that they understand that they have rights and that as a city, it reflects our values of ensuring that it's specifically expressed in this amending document. I guess, one, I appreciate that. I think my question is similarly, when you've got neighbors asking to sign ICE pledges and showing the value and importance of protecting our neighbors there and really against the federal government, is there not the possibility to do the same for that particular issue knowing we have that much public demand to do so? We've included all rights and remedies, so that available at law or inequity. So whatever those are, they are incorporated now in this agreement. Are you able to share what the rights and remedies are? I'm sorry? Are you able to share what the rights and remedies are? So it wouldn't be if I couldn't create an exhaustive list for you because that would be combing every federal, every state, every code. So it would be kind of transition around because rights and remedies is what I was going to ask about as well. In a very particular, specific instance, if you'd be able to provide the rights and remedies, if three years from now, Stone Peak has not been able to sell Omni, what recourse, what specific right and remedy would there be if they still haven't sold it three years from now? That would be a legal strategy, Alderman, and I'm happy to have a conversation with you or my litigators. But there's not anything you could say on the record be a penalty for not doing so? I would not put a legal strategy like that on the record, but there are rights and remedies that we've reserved in this agreement that we would exercise and pursue. But again, I'm just questionally trying to not talk about what that strategy would be if it came to that. Yeah, I think my concern with the response there is that I'm not necessarily asking about the strategy of what we would do. If there are rights and remedies that are enumerated and listed out, that's separate from, hey, this is what we would do. If there's already rights and remedies that are listed out, sharing those would not be sharing strategy. Well, how we go about that work could be implicated by the very things we would write down in that instance. But that's something that outside of this body, we have litigators that can walk you through what we would do and how we would do it and when we would do it. Right now, we have a divestiture certificate. We have a commitment as to providing us a completion certificate of said divestiture, and we have a commitment as to reporting out with respect to the progress in making around that divestiture. We also have a confidentiality obligation that we're honoring. So we are circumspect on how much we say because we don't want to adversely impact any transaction related to said asset. I think I appreciate that. I think the concern is, and not sharing too much, but I know we're all making reference to a divestiture certificate. What I read was with the equivalent of an email stating intent, hey, we're looking to sell. Great. What happens when you don't? There's nothing that I see there that articulates, if I don't sell, here's what I agree to. If this doesn't sell, I will explain myself because nobody's buying. There's nothing there that provides any level of detail or specificity more than an intent. And I think that that is concerning. And I say that because once you get to the other side of the agreement, there is no leverage. Well, that's not true. Let me give you an example. Maybe this helps to satiate. If there was a misrepresentation in providing said certificate, if it was never an intent to transact on the asset, the city has rights and remedies. That's called, well, the city would have a host of things that it could do to take issue with a misrepresentation, as we would in any other transaction, for a false statement. There are, that's one example. There are other examples that we as lawyers would be pursuing if it came to that. Yes, we've received assurances that that is their intent. But again, what I don't want to do is have a discussion here impact their ability or their representation as to their ability to transact on that asset. So I will continue to be circumspect in what I say so that I can provide them with every opportunity to move it and move it quickly. Yeah, I appreciate it. I think what I'd request separately is almost like a briefing with some of us specifically about that and recourse in a way to kind of get a better understanding, because I do appreciate not exposing oneself further by having certain parts of the conversation. So I totally understand there. I guess I got separate questions. Who from the city side made the decision that September 30th was acceptable? It doesn't quite work like that. There's a process. And I think that there was an assumption that the city was, whatever form, was accepting dates. There's an origin story on how that evolves. I'm going to let Jim McDonough. Yeah, was it a handshake or a gun to the head? As the corporation, Jim McDonough, managing deputy corporation counsel for transactions, I'm told I should do that just for the benefit of the court reporter. The original agreement, or the agreement that's still in effect, the concession agreement, provides for an approval process 45 days after we get a request to either approve or disapprove the request. The city can extend that unilaterally for another 15 days. When we got the approval request. back in March, the city unilaterally extended it for the 15 days to May 11th. It was clear that because we needed city council approval, that the approval or disapproval wasn't going to happen by May 11th. So it was negotiated to have an extension of that. I guess, was there anybody since, to your point, it was determined that the council wasn't going to make the decision at that time? Was there anyone from council that was there after then goes yeah, September 30th works for us? Just be careful. That process under the current agreement didn't exist. It didn't, while you have some rights going forward, that was just not part of the process at the time. My question, and this has already passed, were there any council members that were included at that point? Right. That was not part of the Second Amendment, right? Right. But it occurred in real life, right? It did while it occurred, but there was not a notice obligation under the current, the second We've altered that so that that reoccurrence won't occur. But that's not, that's just not the 2008 deal. I'll follow up. Sorry, I didn't mean to cut you off. I'll follow up on some of the other ones. The last question I've got is related to the second ordinance related to potential rate increases, Chicago and suburbanites. Are we are we voting on that together? No, we're not voting on there's no discussion on the on rates and fines and things. We're voting today on the transaction, the sale of the asset. Is there a timeline for the other part? We don't haven't set a time limit for that at this point. Okay. That's all my questions. But let me assure you that the City Council will be part of that discussion because it is on us to set parking meter rates, to set fines, to determine locations, and that will be discussed, but it's not part of what we are being charged with deciding today. For some of the conversations and briefings we've had, I just thought it made sense to make it like an omnibus and kind of do it all at once and figure it out, but I appreciate the answer. Thank you, Chairman. Thank you. Alderman Taylor followed by Alderman Moore. Oh, wow. Chairman Mondale, maybe you all are doing a round till I get back on. I'm about to go under the dental drill, so I'll just get back on later. Hopefully, y'all will still be on there. And I am a yes for this thing just in case I'm not done. All right. I think I got you, Alderman Moore. Thank you. Alderman Taylor, you're up. Thank you, Chair Wynne. Alderman Mitts. Can somebody talk about the changes that were made for the employees? I brought to the council's attention about the mistreatment of folks who are actually doing this job, them doing enforcement and being attacked and not being supported. That is a question. And can you all talk about if you all had had these discussions or these changes were made with the union? Thank you for your questions. Thank you for your question, Alderman Taylor. It is precisely because you surfaced the issue associated with treatment of employees that the agreement was amended in Section 11.2 of the concession agreement to include additional rights and remedies for said employees, including non-discrimination rights, including age discrimination rights, including sex discrimination rights, including what is called rights under the Rehabilitation Act, which are people who have disabilities or broadly speaking, including language regarding people who may be subject to victimization of a crime, of violence while they're out, engaged in parking enforcement. So we've included, and again, Alderman, I have to say I owe this to you as does your fellow colleagues surfacing this as a point of concern and all of those rights and remedies are now incorporated in the agreement and it instructs the operator to comply with these new amended terms going forward should the body approve this document. And was these conversations had with the union by the council? We would not have had a conversation with the unions that will be a duty to the extent that there are unions associated with these employees. They, the acquiring party, would need to have those conversations to the extent that any language in terms of any language applies to employees that are with the city. Of course, they'll be privy to the content of these changes as well. I would like to say I appreciate you all listening and understanding what this meant for me and my family while my children no longer work there. This is a job that plays well and has union protections and so that I'm glad that the job that they actually do will match up to making sure that they are protected and that they're safe and when weather permits or something happens that the organization will be held accountable. Thank you, Madam Chair. Thank you, Alderman Taylor. Alderman Martin has requested to participate by virtue of Rule 59. May I have a motion to allow him to so move by Alderman Hall. All those in favor signify by saying aye. Aye. Opposed? Oh, he's not here. Okay. He was here. Alderman Martin, you're up. Thank you, Chair, and good afternoon, everybody. I apologize for not being able to be there in person. My questions have already been asked specifically about the divestiture agreement and so I would welcome the opportunity to have a briefing to go into greater length about what has been represented by Stone Peak and what those legal remedies are because on the one hand, I can appreciate that it may take more than a month or two or three to finalize a deal. On the other hand, whether we're talking about a year, three years, five years or more, I do worry about our ability to hold Stone Peak accountable in the event, and hopefully it doesn't come to this, that they do not finalize the sale of Omni. So I would join Alderman Vasquez and most likely a number of others in getting that briefing to get a better understanding of what our legal rights and remedies are, but doing so in a way that doesn't unintentionally disadvantage us should subsequent litigation, arbitration, or something else be needed. So I wanted to say that and then also to acknowledge my thanks to the Corporation Council, to Chairwoman Dowell, a number of our other colleagues, others in the law department, for their work over the last several months because what I was hearing consistently from my residents were two things. One was concerns around Omni, and I think that we've made some progress in addressing that. I still want to have more conversation, as well as others saying this was such a financially disadvantageous agreement for the city, and we don't undo that, we don't certainly undo that in a significant way overnight, but I think that measurable, tangible steps have been made, and just like we have reasonable assurances that we will receive the $75 million payment within an appropriate period of time, I think it's also important to ensure that other obligations that they have committed themselves to will also be followed through in a timely fashion, and if for some reason they are not, that we ensure that we are well positioned to protect ourselves and ultimately our residents. So with that, I will wait for private briefings to discuss this further. Thank you. Thank you, Alderman. Thank you, Alderman. Alderman Laspata. Thank you so much, Chair. I will take a moment. Can you hear me all right? By the way, we cannot hear you now. We heard you when you said hello. Okay. All right. Chair, can you hear me now? No, yes. Go ahead. Okay, fantastic. I want to speak into, like, I'll third the point made by my colleagues. I do appreciate the opportunity to read through the certificate of divestor. I can respect the reasons why we're not disclosing everything in there. Thank you. I have the same concerns about the open-endedness represented there. I would flag if there is a way to add heat to that. For instance, like in Article 2, Section 2.1, I would welcome that, but I understand there. I want to ask a question about Page 5, Section 2.4, Approval of Transfer and Change and Control. Letter being at number I, the concessionaire shall present such approval request to chief financial officer. I'm sorry, Alderman Laspata. We really can't hear you. You're muffled. How about now? That's better, I think. There we go. There we go. Okay. So I'm reading through this, looking at Section I related to that 30-day mark. I know that we don't legislate based off of assumptions, but is it a fair assumption that the chief financial officer would present to counsel the criteria based off of why they are making recommendation to approval or deny? Thank you for the question, Alderman Laspata. Yes, it is fair to say that that would be something that she would do. It says recommendation. Mm-hmm. Okay. I appreciate that. I want to ask about Page 5. I'm looking about a third of two-thirds of the way down the page at Roman numeral V, which 5, which says, if the disapproval or withholding of consent mentioned in Clause 4 of this section is subsequently determined pursuant to Article 19 to have been improperly withheld or conditioned by the city, such approval or consent shall be deemed to have been given on the date of such final determination. Can you help me understand who it is would make that determination of consent being improperly withheld? Is it a court? Is it an arbiter? Like, how does that work? The approval, non-approval factors that we have identified earlier would still apply, and it's giving some timeline, some parameters under which those approvals would be considered. Sorry, I'm trying to read the language in real time. But do you – my – and I'm kind of like thinking about future councils here who may have this come before them. Who would make that determination of whether council has acted properly or improperly? Well, you will work with the law department, and I think that provision, if you read further down, there's edited language that applies for – allows 120 days for that process to unfold. So, again, it's important that everyone understand there are factors that would be considered in that process. But typically, you're working with the law department. I'm sure whoever the acquiring party will have their point of view, and that's where the dialogue tends to unfold as to whether or not the city has met its burden. Opposing council may or may not agree with that, and that is the art of negotiations with discussion, arbitration. And our litigation as applicable. So I am right in the assumption that it would be litigated whether council had acted inappropriately based off of that clause? I'm sorry? The determination of whether or not the council had met its burden would be advanced by likely your legal representatives at the time. Any acquiring party certainly is free to challenge that, and the city, as it is wont to do, will likely meet that challenge and push back if it believes it has met its burden. I can read around that. If they have acted inappropriately. If they have divulged personal information of Chicagoans or those parking at our meters, what is their recourse to that violation? The city would certainly, it would depend, of course, in part on the nature of the violation, but the city would have legal recourse, and again, it will span the spectrum of correct the harm, or we move to challenge them on other fronts. This language is all around personal data, did not preexist. We initially began with its inclusion around migrating and immigrating populations, but it became increasingly clear that it is the use of personal data is something that ought to be protected for all citizens and non-citizens. So we included a much more expansive provision. But in doing such, we also made sure that it was clear that we had rights and remedies if they failed to meet their burden. And it is likely the city, and it is likely the city will exercise such rights and remedies. There is a scenario if they have a demand, like in the form of a subpoena from a government body, then what the city will likely do is simply challenge that subpoena in court, as we have done on a plethora of issues over the years. Okay, I appreciate that. Can you help me understand why this was necessary? Was the operator previously not responsible for complying with these various state and federal statutes? The way the way the original agreement was written, there are some laws that weren't in effect at the time it was originally rented, and it certainly wasn't written in a way that the underscore of instruct the operator to comply was really important. So those provisions were brought forward to make sure they were included in the amendment. You might recall, Alderman LaSvada, that Alderman Taylor had referenced as part of the special subject matter, hearing her concerns that she was privy to relative to treatment of employees. And so we, in negotiating the terms incorporated language that addressed the treatment of those employees and instructed the operator to comply, needless to say, a failure to comply here would mean that not only the employees would have rights, but the city, depending on facts and circumstances, may have rights and remedies it can excercise. Okay. Thank you for that. I deeply appreciate the work that has gone into negotiating this over the past weeks and months. I know it wasn't easy. It is far improved from what was originally put in front of us. I will add, while there are limits to the pressure we can put on divestiture on Stone Peak, and I am glad for what has been presented to us, I would encourage them strongly to consider their shipping interests and how they support the furthering of Russia's war against Ukraine and whether that remains in their economic, ethical, and moral best interest. But that is not a point I choose to press at this moment. Thank you, Tara. Thank you, Alderman Laspata. Point of information from Alderman Beal. Thank you, Madam Chairman. Alderman Mitz. I know we've been at this for a couple of hours. If there are no new questions, I move due pass. I believe I have some other people. Alderman Mitz has not had a chance to ask questions. Alderman Irvin asked for a round two. And Alderman, I want some other members just to make comments. Okay, so, Alderman Mitz. Thank you, Madam Chairman. First, let me say thanks to the team. I realize that this is just not an ordinary deal that's been put together. And given the fact of how much work is involved with just being an alderman by itself to take on a responsibility that all of my colleagues have took time out to put together for us, we could not be more grateful for it. I do want to mention that I did not hear any comments on the veterans' preferences in this deal. So, as we have been looking to make sure that veterans are being taken care of and we're looking at agency across the city to ensure veterans' participation, I don't want us to forget that they should be included somewhere. somewhere somebody have to remember those who were given their life who were fighting for us. And then I wanted to ask about your social justice comment. But if you want to answer on the veteran piece. Sure. Thank you, Alderman Mitz, for the question. There is language in the agreement that restricts discrimination, whether it's against vets, age, sex, et cetera. So, while you might not see the word veteran, and forgive me for not, frankly, just thinking I should use that word. Yeah, right. It should just be put in, so that's been what's probably been happening over the years of being looked over. And we need to try to make sure we increase our cedar struggle that they face every day. Understood. Yes. Thank you, Alderman. Before you do the social justice comments, I wanted to talk about the process. I know you need to come before the council on an annual basis. In between that, it's always good to get data, particularly when we're talking about whether it's the race, whether it's being discriminated. How do we get, can we call for a meeting anytime through the chair to get updates on this? You can't just wait for a year. That's what I was thinking. Yes, Alderman Mitz, any Alderman can send a resolution and make that request. Okay. All right. Very good. Again, I wanted the certification that's in the back. God forbid we won't be here forever until this contract up. What's left in place, a blueprint for others to follow? Well, I'm not sure I understand the question. In this agreement, what's left in place? You'll be leaving as a negotiator? Oh, I got it. Okay. And I take your point. The terms of the agreement survive any departing official in their official capacity. The city will live with the substitute ordinance and the mending document unless and until this body decides as a substitute date to negotiate with one of the many parties that will likely acquire it over the 57 years. So that's why we created a formalized process that we would submit to the city council for its consideration that amends the agreement and sets forth terms going forward for everyone to understand. Those terms are available to the public. So there isn't a scenario where someone will not have the obligation to follow it unless there's a future negotiation of the terms and conditions by the body and whoever the acquiring party happens to be. Well, thank you very much. But then, well, I guess we could do that as well. The 50% CETA requirements that we could put resolution in to make sure, because if you catch things up front, you don't have to worry about dealing with it in the back end to solve problems as we move forward. And at any point, I'll admit, in terms of the 50% Chicago hire requirement and the requisite reporting around socioeconomic and disadvantaged areas of hiring, that can be provided to the body. So your discretion, and that can be requested and provided to the body. Very good. Thank you very much. Again, I want to thank all of you for all the hard work that's being done to try to make lemonade with a little bit of sugar. It's been a great opportunity for the city of Chicago to be able to get some revenue back on this deal. So thank you all. Thank you. Thank you, Alderman Mitts. I like Alderman Hopkins and Alderman Mosley have requested a Rule 59. Can I get a motion to allow them in? Alderman Lee makes that motion. All in favor signify by saying aye. Opposed. In the opinion of the chair, the ayes have it, and they are now in the meeting. Alderman Irvin, you asked for a round two, and then I want to allow Alderman Conway, who requests as vice chair, to say something, and then Alderman Burnett, Villegas, Lee, and Wagus back to make closing statements, and then I would like to call for a vote. Alderman Irvin. Thank you. Thank you. Thank you, Madam Chair. Let me just say this. I think that if we go back in time, oh, okay. If we go back in time here, I understand that we've got some challenges financially. I know we've got some challenges as it relates to completing this deal. But as you say, Rome was not built in a day, and I think that there are questions that need to be answered. The fact that in 2008, you guys have 48 hours to deal with this deal. In 2026, we've had 48 hours to deal with this deal. I don't think sets the right tone or precedence for this body. I understand that people may be resiled to this, but the same things that happened in 2008, I personally don't want to see repeated again in 2026. I don't think anybody's going anywhere. I think that there are significant questions from people that need to be dealt with. I do believe that we can do better, and I would hope that we have an opportunity to do better. But saying yes means that that's your yes is your yes and your no is your no. So we all have to take that into consideration when we make our votes. But as it stands today, I know we can do better, and unfortunately, I won't be able to support this. And I hope my colleagues see the same, because I don't think we need to make the same mistakes we did from 2008. Thank you. Thank you, Alderman Irvin. And let me just say this. In 2008, that document was over 200 pages long in 24 hours. And this document is probably about 20 pages, 25 pages, and you've had 48 hours. So I just want to put that on the record. I agree with you. Let's be clear and fair. We're also talking about $7.5 billion worth of revenue that we're only going to get a small piece of change on. Well, we had zero in 2008. And we got zero today. Alderman Conway? Yes. You know, I started out today as a bit of a skeptic. I asked you all some hard questions. You know, I had seen net operating income reported in the press, presumably from folks in this body. But then in reading the documents, the fact that I saw the calculated net income number, and I looked at that as, I mean, calculating net income, it's like hearing adjusted EBITDA, quasi cash flow. One of those things that you check and make sure you still have your wallet after hearing. But after that, I ran the numbers and essentially made a somewhat draconian assumption that Stone Peak would borrow $1.5 billion at a 6.5% rate for the next 30 years, and then they would refinance it after the 30 years for the rest of the time. It's worth noting they're assuming a lot of debt that's a lower rate than that, so it's a bit of a draconian assumption, although I'm probably giving a break on the 6.5% rate. Also, look back at the model they provided in last June. There is a stepped-up basis for depreciation. There's going to be an additional depreciation expense of $28 million. And the basis for that is the difference in the purchase price that they're paying versus what was paid in 2008 and divided by the number of years for the rest of the deal. So it is a stepped-up basis. So adding all of those things to come from the net operating income that was previously reported and assuming that goes up by the CPI in the future and having that revised interest expense and having that revised depreciation expense, this still provides to the taxpayers, using a 6.75% discount rate, which is what all of our pension funds use, this still provides the taxpayers a present value today of $139.2 million. And that is a 5.5% transaction fee. And if we look at the kind of real estate taxes and transaction we got on the Skyway, you look at what the Miami-Dade Aviation Concession was, what the Wichita Airport change of control was, us getting a present value today of a 5.5% transaction fee, you know, it is a good win for the taxpayers here. And not to mention, you know, Stone Peak is not some illiterate operator. They're probably going to – hopefully they can exceed all of our – you know, they're certainly incentivized to exceed what I put in my model, and hopefully they will, which will make this, of course, more lucrative for the city. So on a financial basis, I want to thank everyone who put a lot of hard work in this. And to the extent that people care what I think, the numbers check out. So this is something we should absolutely support, and I want to thank you all for indulging me, and also thank the folks at Stone Peak for providing us their model, which was very transparent in that process. Thank you, Madam Chairwoman. Thank you. And I just want to ask the members of the committee that worked with me on this to make closing statements. I'll start with the idea man and just the smart financial one. Chairman Dow. Alderman Moore, I thought you said you were through. You know, I said I was in the dental office. And they didn't wire your jaw, huh? Well, thank God they didn't, right? Now, just for my constituents, I listen before you go to the panel, I mean, the committee who worked on this, which I appreciate. First of all, I want to, first of all, we got to go back to 2008. And I just want to say, you know, the people that are in the council who voted no on this original deal, they always should always be commended for doing so. And we're here now, right? And what I want to do is, and I think Alderman O'Shea, he said it best. I'm going to repeat everything. Chairman Dow, your leadership on this was impeccable, as well as our corp council. She, you all just did a magnificent one. You have to deal with 50 aldermen, and people are coming to you. We started getting to, you know, I should do this, even me saying, with the holiday parking meters, which wasn't no bad ideas, but when you're dealing with 50 aldermen, it's a lot, and everybody wants this and wants that. So, putting that committee together, having the foresight to do that, and our colleagues who work on that, I just appreciate you all so much. But I'm going to also give a shout-out to Stone Peak. I have to. Everybody knows this is not a great deal that we got into originally, and at the end of the day, they didn't have to. Let's recognize that. They did not have to. And for us to get here, Stevie Wonder could see with concessions that they made that this is something we should accept and not, you know, having to deal with going through litigation and wasting taxpayers' money. So, again, I just wanted to say, you know, I am definitely in support of this deal. So, when the team brought it to us, when the court council brought it to us, there was no way, I don't think, anyone in that right mind could say no to this. So, thank you so much. And we'll be working with Stone Peak as they continue to look out for our city and taking this point to look out for it. And I would encourage them, as you talk to you, Alderman, let's get involved, as well as in communities and being good business people and being involved in some of our definitely most challenging communities and giving back. And I'll be having those conversations with you all individually. But thank you so much, Chair Del, for your leadership, Corporation Counsel, for yours. Thank you, Alderman Moore. If the members of the committee would take about a minute to make a statement, I'd appreciate it. Alderman Burnett. Thank you, Chairwoman. Again, as echoed from everyone here, thank you for your leadership here. Thank you for including me to be in this table as a first year, Alder. I was very delighted to be in this conversation because it's an extremely important deal. And the opportunity to get some value back from our parking meters is super exciting for the future. We all know it started off a 75-year deal, and we still have 50 years of it. And so this goes well beyond the 10-year folks who will be here. It will be two generations later who are dealing with the repercussions of this deal. And so to get some equity back is tremendous to account for the ability for the seller to sell it again, even though they've said that they haven't. And I trust that they are honest brokers from the way that they've engaged in this process. But to reap another benefit if this changes hands is tremendously important. Now, I know, and for those of you who weren't in the room, as Conway noted, this is about $130 million of value today. We started negotiating at almost three times that amount. And there were so many ideas and so much focus on getting value for the city and trying to address all the concerns that we have heard. And in not only this hearing today, but the meetings prior to this negotiation from colleagues like Alderman Taylor, from colleagues like Alderman Irvin, and the corporate counsel and her team were diligently listening to everyone's concerns up to this point. And so it goes without saying the impact in the care on this particular deal has been tremendous and a lot of our spend and a lot of work to get to this point. So it's not perfect. It was never perfect to begin with. And so I hope we don't make the make perfect the enemy of good. And we approve this process because it does allow a lot of benefit. And hopefully we're innovative in the future and provide more benefit off of what we started here today. And this agreement allows us to enter into those conversations in a way that we had never had before or solidified before. So I want to say thank you to the team. Thank you to Chairwoman for allowing me to be a part of the team. And thank you to Corp Council for all the work that you've done to making us get to this point. Thank you. Thank you, Alderman Burnett. Alderman Villegas. Thank you, Madam Chair. And I want to thank you for your leadership on this. You assembled a few of our colleagues to try to figure out how to make a bad deal. Strike that, not bad, the worst deal in U.S. history by a government body. A little bit better. We're talking about the starting point of trying to create revenue in allowing us a precedence moving forward as these transactions move forward to continue to build on it. So right now we're at a point where the benefit, $370 million, you take a look at it, that counts for 32% of the initial sale price. So I see this as an opportunity to continue growing on it, and at some point I think that we'll be in the $600 million, $700 million, which would have minimized a lot of the damage, but we'll be seeking revenue, which continues to add to the pension liability that we have. So, again, this is not a perfect deal, but there's no such thing as a perfect deal, especially when this deal that was initially set back in 2008 had all types of issues with it. And so we're trying to do the best we can, and I hope that my colleagues understand that the team that Chair Dow put together and the team that Corporation Council put together were able to really challenge CPM and Stone Peak to come to the table and realize that if you want to... partners with us, these are some of the things and expectations we expect as we're trying to move the whole city forward. As we can get more people in the city of Chicago, that means potentially more people parking, more people visiting. These are all net positives for the city. And so I hope that my colleagues understand that we're trying to do the best that we can. And I know that there's still a couple of questions and concerns that need to be addressed. And I hope the Corporation Council has an opportunity to brief some of those members that have some questions to get clarity. To see if we can get to a point where we do get a super majority of folks. But this was a lot of hard work, a lot of meetings, and I really appreciate the attention and the teamwork that came into play here to make this deal better. So Madam Chair, thank you. Corporation Council, thank you. Lee, Wagaspak, and Burnett, thank you as well for, again, putting forward a lot of great ideas. And this is where we're at. So thank you. Thank you, Alderman Viegas. Alderman Lee. Thank you, Madam Chair. And thank you for your leadership and your foresight and your stick-to-itiveness on this. I'm going to take everybody back and I promise I won't be long on this. But when we, when a group of us got a text message on a Sunday night about meeting on the Monday about a parking meter deal that we had heard rumors about and then to sit in the meeting the next day only to be told by folks at the city that it's with us now, it's our responsibility as a council, but we, the city, cannot talk to you about it. We cannot answer questions because we signed an NDA. To know where we came from to where we are today is pretty unbelievable. And I'm so proud to have been a part of this team. Thank you for inviting me into the group. I think that this is an incredible deal for the people of the city of Chicago. It was the first question that you asked me before you figured out who was going to be on this team is, could you ever see yourself voting for this? And I said the only way to do that, and I think this was shared by all of us, is that the Omni issue was addressed, which I believe that we have done the best we can on that. And I feel good about that. And that there is something for it in the long term for the people of the city of Chicago. And I think that we have, I know that we've done that too. So with that, you know, I'm really not willing to gamble any further with the future on this. I believe that through the hard work of the entire team, and thank you Corporation Council to you and Mr. Rattori and all of the folks on your team. Veggie, thank you for all the extra overtime you've been putting into this. We now know more about parking meters than we ever wanted to. I mean, Scott knows like imminently more, but I didn't necessarily want to know all that I know now, but I do. And I very rarely ask for the support on a vote of my colleagues. This is something that we have all staked our reputations on at this point, and I'm happy to do that. That's how strongly I feel about this. You've got in this group some of the hardest working people on this council. That's no offense to any of my colleagues, but I think what this took, and you see, you know, many of us were on the team that helped to pass the budget last year. We believe that this is what's best for the people of the city of Chicago. That's our commitment. That's where we're standing. And I appreciate all of the questions that were asked and answered today. This is the type of discourse that we need when it comes to big decisions like this. And I know that, you know, while the issue was raised about the timing of the details, we certainly, you certainly have had in us, your colleagues working for months on this now, and really asking all of the right questions. So I think all of my colleagues for all the hard work, and I do ask all of my colleagues for their favorable consideration on this on behalf of the people of the city of Chicago. Thank you, Madam Chair. Thank you. Alderman Rodriguez-Sanchez, who was here, asked to be included virtually due to Rule 59. Can I get a motion to allow her in? So moved by Alderman Hall. All those in favor, signify by saying aye. Aye. Opposed. Aye. And I think I need a motion, too, Madam Chair. I already got you, Alderman Hopkins. Oh, thank you. You already. Alderman Waggis back to close. Chairwoman, I want to thank all our colleagues with all of their questions today. We actually listened to a lot of these questions and thoughts and concerns going back to the beginning of the summer and, frankly, going all the way back to 2008 when this deal was first made. And over several terms, many aldermen have looked at this deal and tried to find ways to make changes to it. There have been lawsuits levied. There's been arbitration. And it has been a difficult road to get to this point. So this didn't just happen in a vacuum. It has been years and years in the making. I want to just thank everyone who was in the room. Veggie, who was sort of Mr. Oz with all the numbers. Good Mr. Oz. Chairwoman Dowell, your leadership, along with Mary Richardson, Lowry, John Hendricks, Mark Rotatori, Jim McDonald, really pulling this thing together and saying we could have a better deal here than we ever had in the past. I think the financial, the legal, the policy issues were very intense in all of our meetings. And the fact that everybody was able to keep bringing these ideas to the table is a testament to your leadership to say, we will continue to answer these questions, but we're going to find solutions to them as well. When you look at the number of things that are in this deal, it is not just about the 5%. It's not just about the 2% transfer fee. It is several other things and many more to come in the future that I think will show that we will exceed the revenue projections that are listed here today. And the fortunes for the taxpayers of Chicago will change for the first time on this deal. So I think we're all better off for it. And I would ask for the committee's favorable consideration of this item. And thank you again for your leadership, Chairman. Thank you, Alderman Waggon-Spec. Alderman Beal, do you renew your motion to pass? Absolutely. All those in favor, signify by saying aye. Aye. Aye. Aye. All those opposed, Alderman Irvin and Alderman Hall, the motion passes and the opinion of the chair and the do pass recommendation will report it out at the next city council meeting. Motion to adjourn. So move. So move by Alderman Moore. All those in favor, signify by saying aye. Aye. The committee on finance is hereby adjourned. Okay. Yeah, I was going to say.