Cook County, IL

IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS

COUNTY DEPARTMENT, CHANCERY DIVISION

DAN PEPPER, ROY ROBLES, NIHAD )

ALSAFWEH , FRANK DEBRECZENYI, )
FENGYUN LIU, XIAOSONG SHEN, BIN )
)
JIANG, ELANA RIVERA, BOB OLSEN, )
DONALD MOORE, RAPHAELA RAE )
PATERNO, ERIC XIE, PEIMING CHANG, )
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

MEITING CHANG, HZ RENTAL, LLC and )

TOM STAPPAS, individually and derivatively )
on behalf of themselves and all other unit )
) 2018CH12423
No. ______________________
owners of the RIVER CITY CONDOMINIUM
)
ASSOCIATION, )
)
Plaintiffs, )
)
v. ) FILED
) 10/3/2018 2:45 PM
MICHELINE MAGHARIOUS, STACEY ) DOROTHY BROWN
ANDERSON, RYAN PALIDER, DAVID ) CIRCUIT CLERK
COHEN, and MARK MITREV, individually ) COOK COUNTY, IL
) 2018CH12423
and as members of the Board of Directors of the
)
River City Condominium Association, and the )
RIVER CITY CONDOMINIUM
ASSOCIATION, an Illinois Not-For-Profit
Corporation,

Defendants.

VERIFIED COMPLAINT FOR EQUITABLE AND OTHER RELIEF

NOW COME Plaintiffs, Dan Pepper, Roy Robles, Nihad Alsafweh, Frank Debreczenyi,

Fengyun (Wendy) Liu, Xiaosong Shen, Bin Jiang, Elana Rivera, Bob Olsen, Donald Moore,

Raphaela Rae Paterno, Eric Xie, Peiming Chang, Meiting Chang, HZ Rental LLC and Tom

Stappas, derivatively on behalf of themselves and all similarly situated members of the River City

Condominium Association (“River City”) and for their Complaint for Equitable and Other Relief

against defendants Micheline Magharious, Stacey Anderson, Ryan Palider, David Cohen, and

Mark Mitrev (the “Board”) and the River City Condominium Association, hereby state as follows:

4847-1746-4948.4.29068.68349
 INTRODUCTION

1. This is an action to protect the Unit Owners of River City from an illegal and
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

fraudulent forced sale of the entire condominium building under Section 15 of the Illinois

Condominium Property Act (“Act”). River City is a condominium association formed under the

Act, governed by its Declaration of Condominium and By-Laws (the “Declaration”), copies of

which are attached hereto as Exhibit A. The Board, working with proposed purchaser MRR

Property Acquisition, LLC (“Marc Realty”) and Marc Realty’s equity partner, The Wolcott

Group, have intentionally mislead the Unit Owners of River City relative to a) the material terms

of the sale of the building; b) the legal requirements surrounding the vote to sell the building; and

c) the amount of consideration to be received by the Unit Owners in exchange for the sale of the

building.

2. Defendants arranged for a vote on the sale of the condominium building knowing

that what was presented as the contract to be voted upon by Unit Owners did not contain the full

purchase price that would be paid for the building. Most Unit Owners believed they were voting

on a contract to sell the building for a price certain pursuant to a Purchase and Sale Agreement

between River City and Marc Realty circulated to the Unit Owners. Others Unit Owners voted

on a different deal -- to sell the condominium building under the Purchase and Sale Agreement

plus additional consideration not set forth in the contract – consideration achieved through “side

deals” in which certain Unit Owners would change their votes so as to approve the sale of the

building in exchange for consideration not made available to other Unit Owners under the

Purchase and Sale Agreement.

3. Although the Board knew that the contract for purchase presented to Unit Owners

did not contain additional consideration achieved through the side deals, the Board failed to

-2-
4847-1746-4948.4.29068.68349
 inform the Unit Owners of the side deals and the enhanced total purchase to be paid in exchange

for the building

FILED DATE: 10/3/2018 2:45 PM 2018CH12423

4. Section 15 of the Act governs the most crucial decision Unit Owners of a

condominium building can make: whether to sell the entire building and relinquish their interest

in the condominium property. Various protections are built into Section 15 to ensure that this

crucial decision is made by a full 75% of the Unit Ownership of a building. While the day to day

administration of condominiums under the Act is left to a condominium’s board of directors (See

Sections 18 and 18.4 of the Act), the crucial decision as to whether the building should be sold is

left solely to the individual Unit Owners of the building rather than the Board.

5. It is common knowledge within the River City Condominium Association that the

Defendant members of the River City Board have long been in favor of selling the building to

Marc Realty. Various iterations of a sale to Marc Realty at different prices have been promoted,

touted and advocated by the Board to Unit Owners for nearly three years, and the sale vote at

issue in this Complaint is the fourth attempt by the Board to call a Unit Owners’ vote to sell the

building to Marc Realty. Notably no other purchasers’ offers have been presented to the Unit

owners at any time.

6. During the nearly three years that the Board has entertained these offers, Unit

Owners have been held hostage by the Board’s efforts, unable to market meaningfully or to sell

their Units. The market value of the Units in the building has bottomed out given the continuing

cloud of a potential sale of the building, as well as the raising of assessments and related costs by

the River City Board.

7. Given that the sale of a condominium building has the result of forcing Unit

Owners that are not in favor of the sale to relinquish their Unit against their will, a condominium

-3-
4847-1746-4948.4.29068.68349
 board’s fiduciary duty to all Unit Owners required by the Act is especially highlighted,

particularly when it is the Unit Owners themselves that are required to be the sole arbiters of the
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

sale decision. Boards in this case have a heightened duty to make sure that they treat all Unit

Owners equally, regardless of whether Unit Owners disagree with the Board’s desire to sell the

building. Moreover, the Board has an additional duty to follow a strict duty of loyalty to River

City in a Section 15 sale since the Board members themselves stand to financially benefit from

the sale based on their status as Unit Owners selling their own Units.

8. The sale of the River City condominium property has followed an unusual

pattern. After the Unit Owners rejected offers from Marc Realty to purchase the building for

$83,187,220 and $92,163,500, Marc Realty made a contractual offer of $100,000,000 in late

2017. After the Board pushed back the vote of Unit Owners on numerous occasions, the Unit

Owners approved the Marc Realty offer in December 2017 with a reported approval of 79.1% of

the Unit Owners.

9. The $100,000,000 offer was based upon a Purchase and Sale Agreement between

River City and Marc Realty (“PSA”). A copy of the PSA and all amendments thereto are

attached hereto as Exhibit B. After numerous amendments to the PSA and the expenditure of

hundreds of thousands of dollars in Association resources, Marc Realty exercised its option to

terminate the PSA on May 25, 2018.

10. Subsequent to the termination, the Board agreed to put to the Unit Owners a vote

to approve a Ninth Amendment to the PSA, in which Marc Realty would purchase the

condominium building for $90,500,000, with the potential for a purchase price of $91,500,000 if

certain timing conditions were met by River City (the “Ninth Amendment”). The agreement by

the Board to consider the Ninth Amendment directly contradicted a provision in the PSA stating

-4-
4847-1746-4948.4.29068.68349
 that Marc Realty was not permitted to request a reduction in the purchase price.

11. The Board originally called for a Unit Owners vote on the Ninth Amendment to
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

take place on July 24, 2018. Proxies that directed the Board to cast the proxies at the July 24,

2018 meeting were circulated to the Unit Owners. However, despite the fact that the Board

claimed at the time that over 84% of the Unit Ownership had already cast votes (far in excess of

the necessary 20% quorum under the River City By-Laws), the Board unilaterally chose to delay

the meeting, telling Unit Owners that not “enough” votes had been received.

12. In between July 24, 2018 and August 28, 2018, the Board reported frequently to

Unit Owners tabulations of voting proxies submitted by the Unit Owners, stating a) that far less

than 75% of the proxies indicated a vote in favor of the Ninth Amendment; and b) that the vote

would continue to be delayed if not enough “votes” were received (nearly 90% of the building

had submitted votes by August 16, 2018). The Board failed to mention to Unit Owners that only

20% of the proxies by Unit Owners was necessary for a quorum in order to hold a vote on the

proposed sale.

13. At the same time, with the Board’s assistance, representatives of Marc Realty and

the Wolcott Group (Marc’s equity partner in the proposed purchase of River City) began a

sustained campaign of calling individuals that had either voted against the Ninth Amendment or

who had not voted at all. With the Board’s knowledge and assistance, Marc Realty and the

Wolcott group offered monetary payments to Unit Owners far in excess of their proposed

allocation of the purchase price to be made under the Ninth Amendment in exchange for those

Unit Owners changing their votes to “yes” in favor of the Ninth Amendment.

14. The Board was aware of the campaign of Marc Realty and the Wolcott group to

negotiate these “side deals” with Unit Owners. In fact, upon information and belief, numerous

-5-
4847-1746-4948.4.29068.68349
 Board Members themselves changed their votes during this time period based on side deals

reached with Marc Realty and/or the Wolcott Group

FILED DATE: 10/3/2018 2:45 PM 2018CH12423

15. On information and belief, the Board assisted Marc Realty in identifying targets

for these “side deals” by, among other things, allowing their agents to share the names of owners

that had submitted proxies voting against the Ninth Amendment.

16. Neither Marc Realty nor the Board reported to Unit Owners that additional

consideration was being offered in exchange for the sale of the building, and that additional

consideration was being provided as part of the sale in exchange for such Unit Owners changing

their votes from “abstain” or “no” to “yes.”

17. The “side deals” were dispositive in the vote, with the Board carefully allowing

the meeting to start on August 28, 2018 only after it was clear to it that they had “enough” votes

for the Ninth Amendment to be passed. Numerous proxies were printed for the meeting from an

online database belonging to an employee of the Wolcott Group, an equity partner of Marc

Realty for the purchase of the building.

18. On August 22, 2018, the Board communicated to the Unit Ownership that the

tally for the vote at that time was 66.8047% in favor of the sale and 22.8148% against the sale.

After the meeting that was held on August 28, 2018, the Association announced that 77.9% of

the Unit Owners voted in favor of the sale and 16.7% of the Unit Owners voted against the sale,

with a total of 94.6% of the Unit Owners voting. This meant that a large number of votes

(approximately 25-35 Units) had switched from “no” votes to “yes” votes in the 6 days prior to

the meeting.

19. Subsequent to the August 28, 2018 vote, Plaintiff Dan Pepper, through counsel,

requested to review the ballots and proxies used in connection with the August 28, 2018 vote on

-6-
4847-1746-4948.4.29068.68349
 the Ninth Amendment pursuant to Section 19 the Act. On September 17, 2018, River City

provided Mr. Pepper with documents responsive to the request. In order to obtain independent
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

verification, Mr. Pepper obtained an independent review of the ballots and proxies produced in

response to his Section 19 request. This independent review of the ballots and proxies provided

to him concluded that the Association fell significantly short of the 75% threshold. Although

Plaintiffs’ counsel provided River City and its auditor an opportunity to resolve any discrepancy

or to provide additional documentation, River City has refused to provide such documentation.

20. Based on the conduct of the Board prior to the August 28, 2018 vote as well as the

failure by the Board to produce documentation showing that over 75% of the building voted in

favor of the sale, the sale must be enjoined.

21. As the Board now seeks to compel Unit Owners to sell Units to Marc Realty

pursuant to the PSA’s Ninth Amendment, immediate judicial intervention is required.

22. First, the Board should be immediately enjoined from taking any action to

enforce or close the sale until the Board provides any additional documentation relied upon by

River City in concluding that 77.9% of the Unit Owners voted in favor of the Ninth Amendment.

If the Board cannot provide such documentation, the sale process must be permanently enjoined.

23. Second, regardless of whether sufficient votes were cast in favor of the Ninth

Amendment at the August 28, 2018 Unit Owners’ meeting, defects in the process and the

misrepresentations and omissions made by the Board regarding the Ninth Amendment and the

side deals render the proposed sale invalid and the Court must enjoin the Board from enforcing

the sale upon the Unit Owners.

24. Third, even if the sale process were to be deemed valid, the Board directly

interceded to reduce the total sale price of the building to the detriment of certain unit owners,

-7-
4847-1746-4948.4.29068.68349
 including Plaintiffs and participated in or allowed for the distribution of total sale proceeds

contrary the percentages of ownership in the Declaration to the benefit of Marc Realty, a clear
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

breach of fiduciary duty. This breach, along with the multitude of other breaches detailed in this

Complaint, have caused significant damage to the Plaintiffs and to the Association.

25. Fourth, even if the sale is deemed valid, the Board has illegally deprived

dissenting Unit Owners rights provided by the Declaration and by the Act.

PARTIES, JURISDICTION AND VENUE

26. River City is a condominium association formed under the Act, governed by its

Declaration. Ex. A. The Association contains property at the River City building, located at 800

S. Wells Street in Chicago, Illinois (the “Building”). The Building includes 449 residential units

and approximately 257,000 square feet of commercial space along with a 70-slip marina on the

Chicago River. River City includes only the residential units and related common elements

within the Building.

27. Each of the Plaintiffs is the owner of one or more units in the Association:

a. Dan Pepper is the owner of River City, Unit 708. At the meeting held

on August 28, 2018, Pepper voted against the motion to approve the

Ninth Amendment;

b. Roy Robles is an owner of River City, Units 928, 1133, and 1148. At

the meeting held on August 28, 2018, Robles voted against the motion

to approve the Ninth Amendment;

c. Nihad Alsafweh is the owner of River City, Unit 1033. At the meeting

held on August 28, 2018, Alsafweh voted against the motion to

approve the Ninth Amendment;

-8-
4847-1746-4948.4.29068.68349
 d. Frank Debreczenyi is the owner of River City, Unit 1608. At the

meeting held on August 28, 2018, Debreczenyi voted against the

FILED DATE: 10/3/2018 2:45 PM 2018CH12423

motion to approve the Ninth Amendment.

e. Elana Rivera is the owner of River City, Unit 516. At the meeting

held on August 28, 2018, Rivera voted in favor of the motion to

approve the Ninth Amendment.

f. Fengyun (Wendy) Liu is the owner of River City, Units 532 and 1222.

At the meeting held on August 28, 2018, Liu voted against the motion

to approve the Ninth Amendment.

g. Xiaosong Shen & Bin Jiang are owners of River City, Unit 543. At

the meeting held of August 28, 2018, Shen and Jiang voted against the

motion to approve the Ninth Amendment

h. Raphaela Rae Paterno is the owner of River City, Unit 945. At the

meeting held on August 28, 2018, Paterno voted against the motion to

approve the Ninth Amendment.

i. Donald Moore and Robert Olsen are the owners of River City, Units

1024, 1029, and 1504. At the meeting held on August 28, 2018, Moore

and Olsen voted against the motion to approve the Ninth Amendment.

j. Bin (Jane) Jiang and Shen Xiaosong are the owners of River City, Unit

543. At the meeting held on August 28, 2018, Jiang and Xiaosong

voted against the motion to approve the Ninth Amendment.

k. Eric Xie is the owner of River City, Units 828 and 841. At the meeting

held on August 28, 2018, Xie voted against the motion to approve the

-9-
4847-1746-4948.4.29068.68349
 Ninth Amendment.

l. HZ Rental LLC is the owner of River City, Unit 1553. At the meeting
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

held on August 28, 2018, HZ Rental LLC voted in favor of the motion

to approve the Ninth Amendment.

m. Tom Stappas is the owner of River City, Unit 1208. At the meeting

held on August 28, 2018, Stappas voted against the motion to approve

the Ninth Amendment.

n. Peming Chang and Meiting Chang are owners of River City, Unit 949.

At the meeting held on August 28, 2018, Chang voted against the

motion to approve the Ninth Amendment.

28. Micheline Magharious is a member of the Board, and serves as the Board’s

President. Magharious’ term as a director expired in July of 2018, but the Board has refused to

hold an annual meeting.

29. Stacey Anderson is a member of the Board, and currently serves as the Board’s

Secretary. Ms. Anderson was elected to the Board for a two year term in August 2017.

30. Ryan Palider is a member of the Board. Palider’s term as a director expired in

July of 2018, but the Board has refused to hold an annual meeting.

31. David Cohen is a member of the Board. Mr. Cohen was elected to the Board for a

two year term in August 2017.

32. Mark Mitrev is a member of the Board. Mitrev’s term as a director expired in

July of 2018, but the Board has refused to hold an annual meeting.

33. Plaintiffs have repeatedly asked the individual Defendants to cease and reverse

the conduct set forth in this complaint, but the Defendant Board members have ignored the

- 10 -
4847-1746-4948.4.29068.68349
 Plaintiffs’ requests, and have failed and refused to rectify their wrongful acts and omissions as

alleged herein.
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

34. Recently, certain Plaintiffs, through their counsel, wrote to the Defendants and

explained their wrongful conduct on July 19, 2018 and August 22, 2018, and the Board was

asked to investigate conduct by Board members surrounding the sale of the Building. Even

though the Board has met on numerous occasions since the July 19, 2018 and August 22, 2018

letters were sent, there has been no response to the demands.

35. Despite Plaintiff’s efforts, any demand for the Board to take the action sought in

this Complaint is futile, since the Individual Defendants’ conduct is specifically at issue in this

Complaint. Defendants will not direct the Association to bring suit against themselves.

36. Jurisdiction is proper in the Courts of Cook County, Illinois for this action

concerning a contract to purchase real estate located in Cook County, Illinois concerning actions

that took place entirely inside Cook County, Illinois.

FACTS COMMON TO ALL CLAIMS

37. Section 15 of the Act, provides:

Sale of property.
(a) Unless a greater percentage is provided for in the declaration or bylaws,
and notwithstanding the provisions of Sections 13 and 14 hereof, a majority
of the unit owners where the property contains 2 units, or not less than 66
2/3% where the property contains three units, and not less than 75% where
the property contains 4 or more units may, by affirmative vote at a meeting
of unit owners duly called for such purpose, elect to sell the property. Such
action shall be binding upon all unit owners, and it shall thereupon become
the duty of every unit owner to execute and deliver such instruments and to
perform all acts as in manner and form may be necessary to effect such sale,
provided, however, that any unit owner who did not vote in favor of such
action and who has filed written objection thereto with the manager or board
of managers within 20 days after the date of the meeting at which such sale
was approved shall be entitled to receive from the proceeds of such sale an
amount equivalent to the greater of: (i) the value of his or her interest, as
determined by a fair appraisal, less the amount of any unpaid assessments

- 11 -
4847-1746-4948.4.29068.68349
 or charges due and owing from such unit owner or (ii) the outstanding
balance of any bona fide debt secured by the objecting unit owner's interest
which was incurred by such unit owner in connection with the acquisition
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

or refinance of the unit owner's interest, less the amount of any unpaid
assessments or charges due and owing from such unit owner. The objecting
unit owner is also entitled to receive from the proceeds of a sale under this
Section reimbursement for reasonable relocation costs, determined in the
same manner as under the federal Uniform Relocation Assistance and Real
Property Acquisition Policies Act of 1970, as amended from time to time,
and as implemented by regulations promulgated under that Act.

(b) If there is a disagreement as to the value of the interest of a unit owner

who did not vote in favor of the sale of the property, that unit owner shall
have a right to designate an expert in appraisal or property valuation to
represent him, in which case, the prospective purchaser of the property shall
designate an expert in appraisal or property valuation to represent him, and
both of these experts shall mutually designate a third expert in appraisal or
property valuation. The 3 experts shall constitute a panel to determine by
vote of at least 2 of the members of the panel, the value of that unit owner's
interest in the property. The changes made by this amendatory Act of the
100th General Assembly apply to sales under this Section that are pending
or commenced on and after the effective date of this amendatory Act of the
100th General Assembly.

765 ILCS 605/15.

Relevant Provisions of the PSA

38. Beginning in 2016, River City began working with Marc Realty on purchase and

sale contracts to buy the condominium property.

39. An essential term of the sale, consistent throughout all iterations of the contracts

between River City and Marc Realty that were provided to Unit Owners, and consistent with

Section 15 of the Act, was that the purchase price to be paid by Marc Realty would be allocated

to Unit Owners based on each Unit Owners’ percentage interest in the Common Elements

(“Basic Allocation”). See PSA, Section 3(a). Throughout the sales process, the terms of the

PSA governed the means by which Unit Owners would be paid by River City for the sale of the

Units in River City.

40. Based on the PSA proposed to Unit Owners and Section 15 of the Act, there were

- 12 -
4847-1746-4948.4.29068.68349
 three ways in which Unit Owners could receive additional consideration for their Units under the

proposed sale:
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

a. First, the purchase price would be enhanced by any allowable “Upgrade

Amount” that could be provided to Unit Owners based on objective
criteria as determined by Marc Realty; (See PSA, Section 3(a)). Under the
PSA, the Upgrade Amount would not exceed $20,875 for any Unit, and
most Units were provided Upgrade Amounts for far less than that
maximum amount. Id.

b. Second, a Unit Owner who did not vote in favor of the sale could receive
amounts pursuant to Section 15 of the Act, which required additional
payments to be made in a Section 15 sale “any increase in the value of
such Unit Owner’s interest in the Property as determined by an appraiser”
(“Favorable Appraisal”). For example, if a Unit Owner was to receive
$250,000 from Marc Realty out of the purchase price based on the Unit
Owner’s percentage interest in the common elements, and a fair market
value appraisal concluded that the Unit was worth $300,000, the Unit
Owner would be entitled to an extra $50,000 as part of the sale process;

c. Third, based on the PSA and Section 15 a Unit owner could recover the
outstanding balance of any bona fide debt secured by the Unit Owner to
the extent such balance is greater than the amount that would be allocated
to such Unit Owner under the proposed contract (“Underwater Mortgage
Differential”). For example, if a Unit Owner owed $300,000 on an
outstanding mortgage, and was only set to receive $250,000 from Marc
Realty out of the purchase price based on the Unit Owner’s percentage
interest in the common elements, the Unit Owner was entitled to an extra
$50,000 as an Underwater Mortgage Differential.

d. Fourth, based on Section 15, a Unit Owner who did not vote in favor of
the sale could receive “reasonable relocation costs” as described in Section
15(a) of the Act.

Approval of PSA

41. Marc Realty first offered to purchase River City for a price $83,187,220 (“First

Offer”) in 2016. That offer was rejected by the Unit Owners. A second offer was then made for

$92,164,500 (“Second Offer”) in early 2017. The Second Offer was likewise rejected in May

2017, but the Board continued to work with Marc Realty on a third revised offer, despite interest

from other purchasers.

42. Although there was interest and potential other buyers of the Building, the Board

on August 22, 2017 voted against hiring a broker to conduct an appraisal of the building,

- 13 -
4847-1746-4948.4.29068.68349
 choosing to work exclusively with Marc Realty without an independent determination of the

building’s value.
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

43. Finally, in late 2017, Marc Realty offered to increase its bid for the property to

one hundred million dollars ($100,000,000) under the PSA. On September 26, 2017, the Board

called for a Special Meeting of the Unit Owners to vote on the PSA to take place on October 24,

2017.

44. In the PSA circulated to Unit Owners, the Board highlighted the presence of

contractual language that addressed a specific concern of Unit Owners that Marc Realty would

attempt to re-trade the price of the building after due diligence. In response, the proposed PSA

contained Section 5.1.1 stating that “The Property is being sold ‘AS-IS,’ and except as otherwise

expressly provided for in this Agreement, Seller will not be providing, and Purchaser shall not

request, any credits or reduction in the Purchase Price based on the condition of the Property.”

45. For the Special Meeting, River City provided Unit Owners with Revocable

Proxies to return to the Association’s Auditor, Nyborg & Company Ltd. (“Nyborg”) which

allowed Unit Owners to vote for or against the PSA without attending the meeting.

46. The Association regularly monitored proxies received by Nyborg and provided

Unit Owners and Marc Realty updates on the tabulation of the proxies received by Nyborg. The

Unit Owners meeting called for October 24, 2017 did not take place. On October 30, 2017, the

Board indicated that the meeting to vote on the PSA would be pushed back to November 7,

2017. The November 7, 2017 meeting was subsequently postponed to November 28, 2017.

47. On November 16, 2017, shortly after the Board presented a budget that

substantially increased the yearly assessments Unit Owners would pay in the 2018 fiscal year,

the Board called for a meeting with Unit Owners that would allow Marc Realty and River City’s

- 14 -
4847-1746-4948.4.29068.68349
 attorney to explain the benefits of the PSA and to provide Marc Realty the forum to provide a

presentation regarding Marc Realty’s proposed purchase of River City during a meeting. One of
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

the slides presented during this meeting called by the Board was “Why else should I accept the

[Marc Realty] Offer?” The Board, in an e-mail to all Unit Owners, subsequently sent the slides

of the Marc Realty presentation to all Unit Owners.

48. The Board subsequently delayed the vote on November 28, next scheduling the

vote to take place on December 5, 2017. On December 5, 2017, the Board unilaterally informed

the ownership that the vote would be delayed to December 12, 2017. On December 9, 2017, the

Board sent a formal notice to Unit Owners that the special meeting vote would be taking place

on December 19, 2017.

49. The Board regularly published “tallies” of the proxies submitted by Unit Owners

to Nyborg, even though such proxies were revocable and had never actually been used formally

to cast a vote at a meeting. The proxies, by their terms, were to be submitted to the

Association’s auditor for the sole purpose of being cast only at a duly called Unit Owners’

meeting by the designated proxy holder and subject to any restrictions or directions on the face

of the proxy.

50. Upon information and belief, the Board allowed Marc Realty the ability to contact

Unit Owners that did not wish to vote in favor of the sale. In exchange for promises of financial

consideration in excess of the Unit Owners’ Basic Allocation, certain Unit Owners provided

Marc Realty with “irrevocable proxies” that Marc Realty utilized to vote at the Unit Owners

meeting. As set forth in one such proxy (annexed hereto as Exhibit C), the irrevocable proxy

was part of a “side letter” entered into between Marc Realty and the Unit Owner.

51. The Board failed to inform the River City Unit Owners that certain Unit Owners

- 15 -
4847-1746-4948.4.29068.68349
 were receiving additional consideration for their sale of their Units in excess of the Basic

Allocation set forth in the proposed PSA.

FILED DATE: 10/3/2018 2:45 PM 2018CH12423

52. On December 15, 2017, River City’s managing agent sent out a one page letter to

all Unit Owners that was “requested” to be sent by Marc Realty imploring prior no vote or

undecided Unit Owners to vote yes on the PSA so such Unit Owners did not “miss out” and to be

part of the “winning” team voting in favor of the PSA. See Letter attached as Exhibit D.

53. The Association claimed that 79.1% of the Unit Owners approved PSA pursuant

to Section 15 of the Act on December 19, 2017.

Termination of the PSA

54. Subsequent to the execution of the PSA, Marc Realty repeatedly requested

extensions of the so-called “Due Diligence period” provided under the PSA, delaying the closing

(which had originally been scheduled for March) and altering certain material portions of the

PSA through amendments to the PSA. Eight different amendments to the PSA were executed by

the Board without conducting a board meeting to approve the amendments as required under

Section 18 of the Condo Act. Many of these changes represented material alterations to the PSA.

55. For example, the Board executed a “First Amendment” to the PSA subsequent to

the vote of the Unit Owners on December 19, 2017 that was not disclosed to the Unit Owners,

even though the First Amendment draft had been reviewed by the Board prior to December 19,

2017. The First Amendment changed the closing date that was published in the PSA from

March 31, 2018 to March 31, 2020, effectively tying up the property for two extra years in a

manner that was not disclosed to Unit Owners and not part of the original PSA presented to the

Unit Owners for their approval at the time of the vote.

56. During the contract period, a majority of Unit Owners provided closing

documents to the Association.

- 16 -
4847-1746-4948.4.29068.68349
 57. In addition, Marc Realty and/or the Wolcott Group processed some requests by

Unit Owners for Upgrade Amounts. The Upgrade Amounts were determined in the sole
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

discretion of Marc Realty and/or the Wolcott Group. For example, Plaintiff Pepper received an

Upgrade credit of approximately $1,000 for his Unit (See Exhibit E), and Plaintiff Robles never

received any Upgrade despite a request made to Marc Realty.

58. On May 25, 2018, Marc Realty terminated the PSA. See, Cancelation Letter,

attached hereto as Exhibit F.

59. Subsequent to the termination, Marc Realty claimed that its investigation during

the due diligence period uncovered substantial deferred maintenance within the Building. Marc

Realty wrote to the Unit Owners through the Board advising that, while it was terminating the

sale, it intended to immediately proceed with a revised offer to purchase River City at a lower

price.

60. Although the Board had included Section 5.1.1 in the PSA stating that “Seller will

not be providing, and Purchaser shall not request, any credits or reduction in the Purchase Price

based on the condition of the Property,” the provision was ignored and significant River City

resources were expended fully negotiating a reduction in the purchase price.

Ninth Amendment

61. On June 19, 2018, the Board issued a summary of the Ninth Amendment to the

Unit Owners. The Ninth Amendment involved Marc Realty offering a total purchase price of

$90,500,000 (with the possibility of $91,500,000 if closing on 100% of the Units occurred by

September 24, 2018). This offer was not only lower than the offer approved on December 19,

2017, it was lower than the second offer the owners had already rejected in May 2017.

62. Importantly, the Ninth Amendment maintained the PSA’s mandate of the Basic

- 17 -
4847-1746-4948.4.29068.68349
 Allocation of the purchase price being based upon the Unit Owners’ percentage interest in the

common elements, with additional possible compensation for Unit Upgrades, Favorable
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

Appraisals, or Underwater Mortgage Differentials as detailed above.

63. By the time the Ninth Amendment was issued, the Wolcott Group had processed

and completed some requests for Upgrade Amounts during the period the original PSA had been

in effect. Consequently, payment of Upgrade Amounts was taken into account by Marc Realty

during the negotiations for the Ninth Amendment.

64. The Board set a Unit Owner meeting to vote on the Ninth amendment on July 24,

2018. Proxy forms were circulated to Unit Owners to be returned to Nyborg.

65. After notice of the July 24, 2018 meeting, the Board began to lean heavily on the

Unit Owners, asserting through correspondence sent by the Board’s attorneys at Kovitz Shifrin &

Nesbit (“KSN”) that Unit Owners would incur millions of dollars in expenses for deferred

maintenance, and overtly threatening to raise assessments and impose additional special

assessment fees if the Unit Owners rejected the Ninth Amendment. See, July 6, 2018 email from

Board to all unit owners, attached hereto as Exhibit G.

66. The Board likewise misrepresented the legal effect of the Unit Owners vote. In e-

mails dated July 6, 2018 and July 11, 2018, Kelly Elmore on behalf of the Board indicated that

the July 24, 2018 meeting “may be delayed if not enough proxy votes are received.”

67. Even though the proxies were revocable and were directed to be submitted solely

to Nyborg, the Board reviewed the proxies and shared the tabulation results with Marc Realty.

As the date of the July 24 meeting approached, it became clear that the owners were going to

reject the Ninth Amendment if the vote preceded on July 24.

68. In an e-mail to the Unit Owners dated July 18, 2018, Kelly Elmore of KSN, stated

- 18 -
4847-1746-4948.4.29068.68349
 that Nyborg had not received a “significant number of proxies from Unit Owners.” Elmore

further indicated that the July 24, 2018 meeting “will” be delayed if not “enough” proxy votes
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

are received. Elmore’s statement was false in that the Board had already received “enough”

proxies to constitute a quorum of 20% pursuant to Article III, Section 5 of the River City By-

Laws.

69. In the July 18, 2018 e-mail, Elmore also misrepresented the effect to Unit Owners

of choosing not to vote. “It has been brought to the attention of the Board that some unit owners

are abstaining from voting because they believe this counts as a “no” vote. The Board cannot

deem proxies that are not received to be clear “no” votes. Unit owners must submit a proxy in

order for a vote to be clearly deemed to be a “no” vote for purposes of concluding the vote.”

70. The claim regarding abstentions from voting is directly contrary to the Act. There

is no reasonable interpretation of Section 15 that would require a Unit Owner to affirmatively

vote against a Section 15 sale – the burden lies entirely on those in favor of the sale to secure

approval of more than 75% of the entire unit ownership. Said differently, the only consideration

on whether a sale of a condominium is approved pursuant to Section 15 of the Act is whether

75% of the Unit Owners affirmatively approve the vote. There is no practical difference under

Section 15 between an abstention and a “no” vote.

71. In addition, River City’s legal counsel, KSN, acting on the Board’s instructions

and at the Board’s expense, used a “call bank” to contact Unit Owners by telephone and

encourage them to submit proxies for the Ninth Amendment.

72. By July 24, 2018, over 84% of Unit Owners had returned proxies to Nyborg

and/or the Board. As the Ninth Amendment was a matter to be voted on at a Unit Owner

meeting, Plaintiffs Pepper and Debreczenyi attended the meeting based on the notice that the

- 19 -
4847-1746-4948.4.29068.68349
 Unit Owners meeting would be held that night. Pepper and Debreczenyi attempted to call a vote

of the Unit Owners regarding approval of the Ninth Amendment. The Board, after holding a
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

private session with David Ruttenberg of Marc Realty outside the presence of Unit Owners prior

to convening the meeting, refused to allow a vote to take place, and further stated that the proxies

submitted to be voted at the July 24, 2018 meeting had not been brought by the Board to the

meeting.

Efforts to Arrange for Side Deals

73. On July 27, 2018, KSN, on behalf of the Board, e-mailed the Unit Owners stating

that the voting meeting to close out the voting would be held on August 21, 2018. The e-mail

further indicated that 84% of the Unit Owners had submitted proxies relating to the Ninth

Amendment and that “the voting tally will be disclosed at the Unit Owner meeting to close the

vote once the voting results are official.”

74. In the July 27th e-mail from KSN, Unit Owners were advised that proxies could be

sent directly to KSN, rather than exclusively to Nyborg.

75. Subsequent to July 24, 2018, Marc Realty and the Wolcott Group began

contacting Unit Owners that had either not voted for the Ninth Amendment or had voted against

the Ninth Amendment.

76. During these phone calls, representatives from the Wolcott Group and/or Marc

Realty offered money in excess of the Base Allocations in exchange for a Unit Owner submitting

a “yes” vote in favor of the Ninth Amendment.

77. For example, on August 10, 2018, Jonathan Gordon of Marc Realty called

Plaintiffs Pepper, Robles, and Alsafweh and sought to speak to them. Mr. Gordon told Ms.

Alsafweh that he was aware that she had submitted a no vote relative to the Ninth Amendment.

- 20 -
4847-1746-4948.4.29068.68349
 78. Eventually, counsel for Pepper, Robles, and Alsafweh was directed to speak with

Ari Golson, a principal of the Wolcott Group.

FILED DATE: 10/3/2018 2:45 PM 2018CH12423

79. During that call, on August 14, 2018, Golson indicated that he was aware that

Pepper, Robles, and Alsafweh had not been in favor of the PSA or the Ninth Amendment, and

sought to discuss what amount could allow them to change their votes to “yes.”

80. Golson offered to maximize the Upgrade Amounts available to Pepper, Robles,

Alsafweh and when that offer was not immediately accepted, asked “what it would take” to

allow Pepper, Robles, and Alsafweh to change their votes. Pepper, Robles, and Alsafweh opted

not to engage with Golson after the phone call.

81. Golson’s offer to maximize the Upgrade Amounts available to Plaintiffs was not

based upon Marc Realty’s actual inspection of their Units. In fact, Marc Realty had already

provided a set Upgrade Amount to Mr. Pepper of $1,000 in a letter dated March 9, 2018. Ex. E.

Consequently, the offer by Golson to maximize the Upgrade Amounts was not actually based on

anything available in the PSA.

82. Representatives from Marc Realty and/or The Wolcott Group likewise contacted

other Plaintiffs by telephone seeking to discuss possible consideration in exchange for those

Plaintiffs submitting “yes” votes.

83. On August 16, 2018, Kovitz Shifrin Nesbit wrote an e-mail on behalf of the Board

to the Unit Owners. Contrary to the earlier correspondence from July 27th stating that “the

voting tally will be disclosed at the Unit Owner meeting to close the vote once the voting results

are official,” the August 16 e-mail reported to all Unit Owners that 22.8331% of the owners had

already submitted votes against the sale, and only 65.6435% of the ownership supported the

Ninth Amendment. See, email of August 16, 2018, a copy of which is attached hereto as Exhibit

- 21 -
4847-1746-4948.4.29068.68349
 H. Further, KSN indicated that the voting meeting previously scheduled for August 21, 2018

would be taking place on August 28, 2018. In addition, despite the fact that over 88% of the
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

Unit Ownership had already submitted a vote for the Ninth Amendment, KSN reported that the

voting meeting would be delayed if not “enough” proxy votes were received by August 28, 2018.

84. On August 22, 2018, the Board communicated to the Unit Ownership that the

tally for the vote at that time was 66.8047% in favor of the sale and 22.8148% against the sale,

nearly 90% of the Unit Ownership.

85. Marc Realty continued to contact owners who had submitted votes to reject the

Ninth Amendment to offer them side deals. In short, Marc Realty bribed several owners who

had already submitted votes against the sale by offering those owners (and only those owners)

consideration far in excess of the Base Allocation offered in connection with the Ninth

Amendment, and also in excess of any amount achievable through Upgrade Amounts.

86. On August 23, 2018, Jonathan Gordon and David Ruttenberg of Marc Realty

offered a total compensation of $1,000,750 to Plaintiffs Wendy Liu, Xiaosong Shen, and Bin

Jiang, owners of three Units. This was over $110,000 more than the Base Compensation that

Plaintiffs Liu, Shen, and Jiang would have received under the published terms of the Ninth

Amendment and more than any possible Upgrade Amount available under the PSA. (See e-mail

attached hereto as Exhibit I).

87. On information and belief, the Board gave Marc Realty information regarding

Unit Owners who had not voted in favor of Ninth Amendment prior to August 28, 2018.

88. Obviously, Marc Realty did not make the same offer of additional consideration

to any of the voters who had already voted “yes” on the Ninth Amendment. Therefore, all Unit

Owners who voted “yes” to the Ninth Amendment prior to July 24, 2018 were limited to

- 22 -
4847-1746-4948.4.29068.68349
 receiving the Base Allocation available to them under the Ninth Amendment.

89. The vast majority of Unit Owners who voted in favor of the Ninth Amendment,
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

including Plaintiffs Rivera and HZ Rental LLC, agreed to the sale upon the Board’s assurances

that all Unit Owners would receive the Base Allocation and other compensation permitted under

the PSA.

90. Plaintiffs Rivera, HZ Rental LLC, and the other Unit Owners that voted “yes” to

the Ninth Amendment prior to July 24, 2018 were not made aware of the additional

compensation offered to certain Unit Owners to vote in favor of the Ninth Amendment.

91. The Board and Marc Realty created multiple classes of Unit Owners (1) those

owners who voted “Yes” on the Ninth Amendment and can receive the Base Allocation along

with permissible Upgrade Amounts or (if applicable, an Underwater Mortgage Differential); (2)

those owners who voted “No” on the Ninth Amendment who will receive Base Compensation

plus amounts permitted under the Act for Favorable Appraisals, Underwater Mortgage

Differentials, and reasonable relocation costs; and (3) those owners who changed their vote in

exchange for voting yes for the Ninth Amendment, who will be paid substantially more for their

units than those owners who voted yes without receiving undisclosed side deals from Marc

Realty.

92. The Board scheduled a meeting of the unit owners for August 28, 2018 to

“conclude the vote” again promising the meeting would be delayed if “not enough proxy votes

are received” Ex. H. However, as of August 22, 2018 the Board already had votes from far more

that the 20% of owners needed to establish a quorum. It is therefore clear that “enough proxy

votes” meant “enough votes to approve the Ninth Amendment”.

93. The unit owner meeting on August 28, 2018 was delayed for more than an hour

- 23 -
4847-1746-4948.4.29068.68349
 while the Board claimed they were “waiting for proxies” or “printing proxies.”

94. In fact, the Board held the vote open while the Board’s attorneys at KSN
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

completed the execution of the side deals between Marc Realty and the voters who agreed to

change their vote from “no” to “yes.”

95. Some of the proxies submitted for vote on August 28, 2018 appeared to be printed

directly from a Dropbox account (www.dropbox.com) belonging to Tye Harris of the Wolcott

Group, including the proxy of at least one Board member. Many of the proxies printed from the

Tye Harris Drop Box account had previously submitted no votes for the Ninth Amendment (See

proxies of Defendant David Cohen and other voters, attached hereto as Exhibit J).

96. When the Board finally called the meeting to order, only four owners voted in

person. The vast majority of owners had already voted by submitting a proxy before the

meeting. The Board did not provide a sign-in sheet for owners. There is no record of who

attended the meeting in person other than the four ballots cast by hand at the meeting.

97. After the owners had voted, but before closing the meeting, Kelly Elmore, the

Board’s attorney, announced that the Board had decided to substitute a new version of the Ninth

Amendment, with different terms than the proposed Ninth Amendment that was distributed to

the Unit Owners. When one of the unit owners present at the meeting asked if the owners that

had voted by proxy would be given an opportunity to change their vote Ms. Elmore replied

“nope.” The Board then closed the vote and declared that a sufficient majority of owners had

voted in favor of the thus revised and altered Ninth Amendment.

98. Unit Owners were given access to review the version of the Ninth Amendment

“approved” by those owners on August 28, 2018. According to Ms. Elmore, the final draft of the

Ninth Amendment not disclosed until after the vote changed the closing date for the sale and also

- 24 -
4847-1746-4948.4.29068.68349
 extended the time for earnest money to be deposited.

99. Notably, in less than one week, from August 22 to August 28, the number of
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

owners voting against the Ninth Amendment went down from nearly 23% of the total ownership,

to less than 17%. See, “official results” of the August 28, 2018 meeting, attached hereto as

Exhibit K.

100. This nearly 7% spread represents approximately 25-35 Unit Owners who had

previously submitted a “yes” vote submitting “no” votes in the days immediately before the sale.

101. The Board has injured all of the owners who originally voted “yes” on the Ninth

Amendment. By conspiring with Marc Realty to target only those owners who had already voted

against the sale at the price Marc Realty wanted to offer, the Board helped Marc Realty pay far

less than they had agreed to pay under the original PSA, instead electing to award the benefit to a

minority of owners who could be bribed into switching their votes, including, upon information

and belief, Defendants themselves.

102. The result of the August 28, 2018 vote provided an unjust windfall to Unit

Owners that did not submit an early vote in favor of the Ninth Amendment. In contrast, the vast

majority of yes owners were misled by the Board into believing that the price offered in the

Ninth Amendment was the total amount to be paid to Unit Owners in exchange for the Building

and that all “yes” voters would split their fair share of the total sale based solely upon the Unit

Owners’ percentage interest in the common elements. In reality, Marc Realty agreed to pay

substantially more for River City than was reflected in the offer submitted by the Board to the

Unit Owners.

103. The August 28, 2018 vote was illegal because Unit Owners were not uniformly

provided all relevant information about the deal on which they were voting. Plaintiff Rivera

- 25 -
4847-1746-4948.4.29068.68349
 believed she was voting in favor of the published PSA as supplemented by the Ninth

Amendment. Unit Owners accepting a side deal believed they were voting on a different
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

agreement in which their yes vote entitled them to more than what was provided in the PSA and

Ninth Amendment.

104. To date, the Unit Owners do not know the total amount that will be paid by Marc

Realty in exchange for the Building, and it is not clear if the Board knows, although the Board is

aware that multiple side deals were arranged. The only parties that know exactly what has been

promised to Unit Owners are Marc Realty and the Wolcott Group.

105. These “side agreements” between Marc Realty and the bribed voters violate

Section 15 of the Illinois Condominium Property Act.

106. Furthermore, in conspiring with Marc Realty to identify and contact the owners

who had submitted votes against the Ninth Amendment, the Board created multiple classes of

unit ownership in violation of Section 18 of the Condo Act.

Request Made Pursuant to Section 19 of Condo Act

107. On August 31, 2018, a request was made by Plaintiff Pepper to River City for

certain documents pursuant to Section 19 of the Act.

108. Among the documents requested were “all Proxies and ballots submitted at the

Unit Owners meeting held on August 28, 2018.” This request was made pursuant to Section

19(a)(8) of the Act.

109. On September 17, 2018, Kelly Elmore, counsel for River City, made documents

available responsive to Mr. Pepper’s August 31, 2018 request.

110. Subsequent to the production of the documents provided to Mr. Pepper, the

ballots and proxies were examined and reviewed by representatives of Mr. Pepper, including an

independent audit of the ballots and proxies by FSB&W, LLC an accounting firm.

- 26 -
4847-1746-4948.4.29068.68349
 111. The review by the independent audit found that, contrary to the report provided by

the Association that 77.9% of the Association voted in favor of the Ninth Amendment with
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

94.6% of the Association submitting proxies, only 72.2837% of the Association had voted in

favor of the Ninth Amendment, and only 89.3904% of the Association had submitted proxies in

connection with the vote. See Report of FSB&W, LLC, attached hereto as Exhibit L.

112. FSB&W’s count further indicated that approximately 18% of the votes contained

irregularities that called into question whether they should have been accepted by the

Association. See Ex. L.

113. On September 21, 2018, counsel for Mr. Pepper wrote to Ms. Elmore and Nyborg

explaining that the review of the documents submitted in response to Mr. Pepper’s request under

Section 19(a)(8) had revealed that the August 28th vote did not achieve a 77.9% vote in favor of

the Ninth Amendment.

114. The September 21, 2018 letter drafted by counsel for Mr. Pepper further

demanded that River City “undertake an immediate review of: 1) the tabulation of the votes

submitted at the [August 28, 2018] meeting; and 2) the documents you provided to my office on

September 17, 2018. To the extent there are any additional ballots, proxies, and/or Unit Owner

votes that were tabulated prior to the assertion made to the Unit Owners by your firm on August

29, 2018 that 77.9% of the Unit Ownership voted in favor of the sale, please provide me such

documentation no later than 5:00 P.M. on September 24, 2018.”

115. Despite the demand set forth in the September 21, 2018 letter, River City has

failed to provide any additional documents responsive to Mr. Pepper’s request. Likewise, River

City has failed to provide any explanation of the discrepancy between the conclusion reached

that 77.9% of the Unit Ownership approved the Ninth Amendment at the August 28, 2018

- 27 -
4847-1746-4948.4.29068.68349
 meeting and FSB&W’s conclusion that, the Association fell significantly short of that result

based on the documents provided to Mr. Pepper’s attorney.

FILED DATE: 10/3/2018 2:45 PM 2018CH12423

116. To the extent River City made a full and complete response to Mr. Pepper’s

August 31, 2018 request under Section 19, the Ninth Amendment cannot be enforced in any way

as the Association did not achieve the necessary 75% vote of the Unit Ownership to approve the

Ninth Amendment in connection with the August 28, 2018 vote.

COUNT I – CLAIM FOR INJUNCTION AND DECLARATORY JUDGMENT

117. Plaintiffs hereby incorporate paragraphs 1 through 116 set forth above as though

fully set forth herein as Paragraph 117 of this Count I.

118. The result of the August 28, 2018 meeting is invalid.

119. The owners rejected the proposed sale by submitting sufficient proxies to form a

quorum on July 24, 2018, and the Board improperly continued the meeting without calling the

meeting to order and without proper notice, and without voting the proxies submitted for the

purposes of being used at the July 24, 2018 meeting.

120. The Board regularaly distributed the “unofficial” vote tallies from each of these

meeting dates in July and August of 2018, showing the presence of a quorum and a vote against

the Ninth Amendment, while simultaneously providing Marc Realty and the Wolcott Group the

opportunity to enter into side deals with Unit Owners that had not voted in favor of the Ninth

Amendment.

121. The Ninth Amendment presented to Unit Owners and voted on by the vast majority

of Unit Owners does not represent the actual agreement entered into between River City and Marc

Realty in the following material respects:

- 28 -
4847-1746-4948.4.29068.68349
 a. The purchase price does not represent the total amount of consideration

that will be paid by Marc Realty in exchange for the Building;

FILED DATE: 10/3/2018 2:45 PM 2018CH12423

b. The additional compensation referred to in the agreement for Unit

Upgrades, Favorable Appraisals, or Underwater Mortgage Differentials

does not represent all of the additional compensation provided to Unit

Owners beyond the Basic Allocation;

122. The vast majority of Unit Owners who voted yes at the August 28, 2018 meeting

relied upon the document produced to them by the Board as the Ninth Amendment to determine

whether to submit a proxy that was used on August 28, 2018.

123. The Board was aware that Marc Realty had offered consideration beyond the scope

of the Ninth Amendment to certain Unit Owners in exchange for the submission of a proxy vote

to be used on August 28, 2018.

124. The Board misled the Unit Owners by failing to inform them that the purchase price

set forth in the Ninth Amendment did not represent the total purchase price to be paid as part of

the sale of River City by virtue of the side deals.

125. The vote on August 28, 2018 was irreparably tainted because there was no clear

conveyance of the actual subject matter of the vote from the time proxies and votes were solicited,

obtained, and eventually cast at the meeting; material terms of the Ninth Amendment were

constantly changing up to the final moment the vote was cast. The Board that called for the meeting

intentionally withheld material aspects of the matter to be voted on so as to influence the result of

the vote.

126. Further, as set forth above, the vote was the result of substantial misrepresentations

by the Board and Marc Realty intended to induce the owners to vote against their best interest.

- 29 -
4847-1746-4948.4.29068.68349
 WHEREFORE, Plaintiffs Dan Pepper, Roy Robles, Nihad Alfaseh, Frank Debreczenyi,

Fengyun (Wendy) Liu, Xiaosong Shen, Bin Jiang, Elana Rivera, Bob Olsen, Donald Moore,
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

Raphaela Rae Paterno, Eric Xie, Peiming Chang, Meiting Chang, HZ Rental LLC and Tom

Stappas, individually and derivatively on behalf of the River City Condominium Association,

hereby plea that this Court enter a judgment in their favor declaring that the Ninth Amendment to

the Purchase and Sale Agreement for the River City Condominium Association is void as against

the clear command of the Declaration and Section 15 of the Act for its failure to distribute sale

proceeds according to the Act, adhere to the voting requirements of the Bylaws, or conform with

Section 18 of the Illinois Condominium Property Act, and preliminarily and permanently enjoin

the Board and Marc Realty from taking any action to enforce the terms of that Ninth Amendment

based upon the August 28, 2018 vote.

COUNT II – BREACH OF FIDUCIARY DUTY

127. Plaintiffs hereby incorporate paragraphs 1 through 126 set forth above as though

fully set forth herein as Paragraph 127 of this Count II.

128. Under the Condo Act, every member of the Board owes the unit owners a fiduciary

duty of care and loyalty. The Board is required to act in the best interest of the Association, and

place the interest of the unit owners as a whole above their own individual interests.

129. The Board violated its fiduciary duties by:

a. Actively campaigning for the proposed Section 15 sale, and undertaking

substantial efforts, expending great sums of money for legal work not

budgeted for and/or in excess of existing budget amounts for the

calendar years at issue, and including negotiating substantial

- 30 -
4847-1746-4948.4.29068.68349
 amendments to the Purchase and Sale Agreement prior to any

authorization by the Unit Owners to pursue a Section 15 sale;

FILED DATE: 10/3/2018 2:45 PM 2018CH12423

b. Actively misrepresenting the financial status of the Association in order

to induce the owners to vote in favor of the Section 15 sale, including

inflating expected maintenance costs, and raising regular assessments

higher than required to maintain the common elements in order to

suppress property values for unit owners and, therefore, increase the

strength of Marc Realty’s offer to purchase the entire property;

c. Failing to otherwise maintain the common elements and administer

needed repairs in the building;

d. Repeatedly continuing meetings of the unit owners despite the presence

of a quorum of voting members having submitted proxies prior to the

date of such meetings, when the tabulation of the proxies did not result

in a vote in favor of proposed sales to Marc Realty;

e. Providing Marc Realty with detailed information regarding the running

totals of unit owner votes received by proxy, providing Unit Owner

contact information to Marc Realty, allowing Marc Realty to target

specific unit owners with offers of increased sale prices, thereby

depriving the unit owners as a whole from the benefit of Marc Realty’s

willingness to increase the offer if the unit owners rejected the sale;

f. Utilizing their position on the Board to procure side deals that result in

a payment to them beyond the Base Allocation permitted in the PSA

- 31 -
4847-1746-4948.4.29068.68349
 and Ninth Amendment in contravention of the requirements of Section

15 of the Act;
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

g. Failing to hold Board elections as required under the governing

documents of River City in contravention of the By-Laws and Section

18 of the Act;

h. Creating multiple classes of unit owners with distinct and separate rights

to receive income from the proceeds of the sale of the entire association,

and personally benefitting from such creation in contravention of the

Act.

130. As a result of these and other violations by the Board, the Unit Owners have been

injured.

131. If the Board had not conspired with Marc Realty, it is certain that Marc Realty

would have increased its offer to purchase the property.

132. On information and belief, Marc Realty has entered into side deals with at least 5%

of the ownership, agreeing to pay those owners substantially more than the Base Allocation – had

those funds been equally distributed among the owners according to their percentage in interest in

the association each owner would receive substantially more than what was provided in the Ninth

Amendment.

133. In fact, Marc Realty already agreed to pay $9.5 million dollars more in December

of 2017. Since then, several new developments in the South Loop have only driven the prices

further up.

- 32 -
4847-1746-4948.4.29068.68349
 134. Rather than seek additional competing offers or market the property if owners

wished to sell, the Board exerted exceedingly strong pressure and heavy-handed tactics in pushing
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

the Marc Realty bid upon the Unit Owners.

135. On information and belief, the Board acted out of self-interest and forged ahead

with the pending effort to sell the property for direct personal gain in excess of other owners

involved in the same transaction. On information and belief, based on Marc Realty’s offering of

bribes to individual owners to induce them to vote in favor of the sale that Marc Realty offered

members of the Board similar side deals of their own to help orchestrate the sale.

136. The Board’s actions have injured the owners as a whole in an amount in excess of

$10,000,000.

WHEREFORE, the Plaintiffs Dan Pepper, Roy Robles, Nihad Alfaseh, Frank Debreczenyi,

Fengyun (Wendy) Liu, Xiaosong Shen, Bin Jiang Elana Rivera, Bob Olsen, Donald Moore,

Raphaela Rae Paterno, Eric Xie, Peiming Chang, Meiting Chang, HZ Rental LLC, and Tom

Stappas, individually and derivatively on behalf of the River City Condominium Association,

hereby seek a judgment in their favor and against Defendants Micheline Magharious, Stacey

Anderson, Ryan Palider, David Cohen, and Mark Mitrev in an amount not less than $10,000,000,

which amount should be distributed to the owners each according to their proportionate share in

the entire River City Condominium Association, along with the costs of this action and whatever

further and other relief the Court deems just and equitable.

COUNT III – VIOLATION OF SECTION 19 OF THE ILLINOIS CONDOMINIUM

PROPERTY ACT

137. Plaintiffs hereby incorporate paragraphs 1 through 136 above as though fully set

forth herein as Paragraph 137 of this Count III.

138. On August 31, 2018, Plaintiff Dan Pepper, through counsel, made a request to

- 33 -
4847-1746-4948.4.29068.68349
 River City for certain documents pursuant to Section 19 of the Act. See Exhibit M. This

request was made in writing and given to the legal representative of the Association.
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

139. Among the documents requested including all prior proxies were all Proxies and

ballots submitted at the Unit Owners meeting held on August 28, 2018.” This request was made

pursuant to Section 19(a)(8) of the Act. Ex. M.

140. On September 17, 2018, Kelly Elmore of Kovitz Shifrin Nesbit, counsel for River

City, made documents available in response to Mr. Pepper’s August 31, 2018 request, including

ballots and proxies used at the August 28, 2018 meeting.

141. Subsequent to the production of the documents provided to Mr. Pepper’s counsel,

the ballots and proxies were examined and reviewed by representatives of Mr. Pepper, including

an independent audit of the ballots and proxies by FSB&W, an accounting firm.

142. The review by the independent auditor found that only 72.2387% of the

Association had voted in favor of the Ninth Amendment, and only 89.3904% of the Association

had submitted proxies in connection with the vote. See Report of FSB&W, Ex. L. This is

contrary to the report provided by the Association that 77.9% of the Association voted in favor

of the Ninth Amendment, and 94.6% of the Association submitted proxies.

143. FSB&W’s count further indicated that approximately 18% of the votes contained

irregularities that called into question whether they should have been accepted by the

Association. Ex. L.

144. On September 21, 2018, counsel for Mr. Pepper wrote to Ms. Elmore and Nyborg

explaining that the review of the documents submitted in response to Mr. Pepper’s request under

Section 19(a)(8) had revealed that the August 28th vote did not achieve a 77.9% vote in favor of

the Ninth Amendment, even if likely invalid or improper proxies were considered.

- 34 -
4847-1746-4948.4.29068.68349
 145. The September 21, 2018 letter drafted by counsel for Mr. Pepper further

demanded that River City “undertake an immediate review of: 1) the tabulation of the votes
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

submitted at the [August 28, 2018] meeting; and 2) the documents you provided to my office on

September 17, 2018. To the extent there are any additional ballots, proxies, and/or Unit Owner

votes that were tabulated prior to the assertion made to the Unit Owners by your firm on August

29, 2018 that 77.9% of the Unit Ownership voted in favor of the sale, please provide me such

documentation no later than 5:00 P.M. on September 24, 2018.”

146. Despite the demand set forth in the September 21, 2018 letter, River City has

failed to provide any additional documents responsive to Mr. Pepper’s request pursuant to

Section 19(a)(8) of the Act. Likewise, River City has failed to provide any explanation of the

discrepancy between the conclusion reached that 77.9% of the Unit Ownership approved the

Ninth Amendment at the August 28, 2018 meeting and FSB&W’s conclusion that the

Association fell short of that result based on the documents provided to Mr. Pepper’s attorney.

147. Given the demand to the Board on September 21, 2018 to produce any missing

proxies, the failure to produce all requested records constitutes a bad faith denial by the Board as

per Section 19(e) of the Act.

148. To the extent the Association suddenly “finds” additional votes cast at the meeting

on August 28, 2018, such an error subjects the Association to liability under Section 19 of the Act.

The Board made no effort to follow up on Plaintiffs’ September 21, 2018 correspondence, instead

Ms. Elmore replied by email on September 24, 2018 stating “[t]he Board meeting is tomorrow

[September 25, 2018]. I will advise if my client has any response to your letter.” No response

ever arrived to Mr. Pepper’s counsel. Despite Plaintiff’s counsel’s reasonable efforts to confirm

the correctness of the vote, rule out mislaid ballots or proxies, or confirm that some other

- 35 -
4847-1746-4948.4.29068.68349
 explanation may rid the spectre of the short count, River City and its counsel have remained silent

and have not supplemented their document response per Section 19 of the Act.
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

149. Pursuant to Section 19(e) of the Act, any party seeking to compel examination of

records requested by a Unit Owner shall be entitled to recover reasonable attorneys’ fees if the

denial by a board to a request pursuant to Section 19(a)(8) was made or done so in bad faith.

WHEREFORE, the Plaintiff Dan Pepper hereby pleas that this Court enter a

judgment in their favor:

a. compelling River City to produce any ballots, proxies or other

documentation of votes submitted at the August 28, 2018 that have not yet

been produced;

b. Finding that River City’s failure to produce all proxies, ballots or other

documentation was done in bad faith pursuant to Section 19(e) of the Act;

c. Awarding Pepper reasonable attorneys’ fees pursuant to Section 19(e) of

the Act;

d. Granting to the Plaintiff such other and further relief as the Court deems just

and appropriate under the circumstances.

COUNT IV – DECLARATORY JUDGMENT (IN THE ALTERNATIVE)

150. Plaintiffs hereby incorporate paragraphs 1 through 149 above as though fully set

forth herein as Paragraph 150 of this Count IV.

151. On August 31, 2018, a request was made to River City for certain documents

pursuant to Section 19 of the Act. See Ex. M.

152. Among the documents requested were “all Proxies and ballots submitted at the

Unit Owners meeting held on August 28, 2018.” This request was made pursuant to Section

- 36 -
4847-1746-4948.4.29068.68349
 19(a)(8) of the Act. Ex. M.

153. On September 17, 2018, Kelly Elmore of Kovitz Shifrin Nesbit, counsel for River
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

City, made documents available in response to Mr. Pepper’s August 31, 2018 request.

154. Subsequent to the production of the documents provided to Mr. Pepper’s counsel,

the ballots and proxies were examined and reviewed by representatives of Mr. Pepper, including

an independent audit of the ballots and proxies by FSB&W, an accounting firm.

155. The review by the independent audit found that, contrary to the report provided by

the Association that 77.9% of the Association voted in favor of the Ninth Amendment, only

72.2387% of the Association had voted in favor of the Ninth Amendment, and only 89% of the

Association had submitted proxies in connection with the vote. See Report of FSB&W, Ex. L.

156. FSB&W’s count further indicated that approximately 18% of the votes contained

irregularities that called into question whether they should have been accepted by the

Association. See Ex. L.

157. On September 21, 2018, counsel for Mr. Pepper wrote to Ms. Elmore and Nyborg

explaining that the review of the documents submitted in response to Mr. Pepper’s request under

Section 19(a)(8) had revealed that the August 28th vote did not achieve a 77.9% vote in favor of

the Ninth Amendment.

158. The September 21, 2018 letter drafted by counsel for Mr. Pepper further

demanded that River City “undertake an immediate review of: 1) the tabulation of the votes

submitted at the [August 28, 2018] meeting; and 2) the documents you provided to my office on

September 17, 2018. To the extent there are any additional ballots, proxies, and/or Unit Owner

votes that were tabulated prior to the assertion made to the Unit Owners by your firm on August

29, 2018 that 77.9% of the Unit Ownership voted in favor of the sale, please provide me such

- 37 -
4847-1746-4948.4.29068.68349
 documentation no later than 5:00 P.M. on September 24, 2018.”

159. Despite the demand set forth in the September 21, 2018 letter, River City has
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

failed to provide any additional documents responsive to Mr. Pepper’s request pursuant to

Section 19 of the Act. Likewise, River City has failed to provide any explanation of the

discrepancy between the conclusion reached that 77.9% of the Unit Ownership approved the

Ninth Amendment at the August 28, 2018 meeting and FSB&W’s conclusion that the

Association fell short of that result based on the documents provided to Mr. Pepper’s attorney.

160. Unless the Association can produce additional proxies and/or documentation

sufficient to justify the result certified on behalf of the Association, the sale of the Building must

be halted since the Association did not obtain the necessary 75% vote to proceed with a sale

pursuant to Section 15 of the Act.

WHEREFORE, the Plaintiff Dan Pepper hereby pleas that this Court enter a

judgment in their favor declaring:

a. That the Association submit any proxies, ballots or documentation

sufficient to demonstrate that the Association achieved in excess of 75% of

the Unit Ownership voting in favor of the Ninth Amendment;

b. To the extent the Association cannot immediately produce such proxies

ballots or documentation, or has already produced all documentation to

Pepper, a declaration that the Ninth Amendment cannot be enforced, and

that the Association cease from seeking to compel Unit Owners to sell their

units pursuant to Section 15 of the Act.

c. Granting to the Plaintiff such other and further relief as the Court deems just

and appropriate under the circumstances.

- 38 -
4847-1746-4948.4.29068.68349
 COUNT V – DECLARATORY JUDGMENT
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

161. Plaintiffs hereby incorporate paragraphs 1 through 160 above as though fully set

forth herein as Paragraph 159 of this Count V.

162. Section 15 provides that should a Unit Owner who did not vote in favor of a sale of

the building file a written objection within 20 days after the date of the approval of such sale with

the Board, the objecting Unit Owner:

shall be entitled to receive from the proceeds of such sale an amount equivalent
to the greater of: (i) the value of his or her interest, as determined by a fair
appraisal, less the amount of any unpaid assessments or charges due and owing
from such unit owner or (ii) the outstanding balance of any bona fide debt
secured by the objecting unit owner's interest which was incurred by such unit
owner in connection with the acquisition or refinance of the unit owner's
interest, less the amount of any unpaid assessments or charges due and owing
from such unit owner. The objecting unit owner is also entitled to receive from
the proceeds of a sale under this Section reimbursement for reasonable
relocation costs, determined in the same manner as under the federal Uniform
Relocation Assistance and Real Property Acquisition Policies Act of 1970, as
amended from time to time, and as implemented by regulations promulgated
under that Act.

163. On September 16 and September 17, 2018, Plaintiffs Pepper, Robles, Alsafweh,

Debreczenyi, Liu, Shen, Jiang, Paterno, Moore, Olsen, Xie, and Stappas (“Objecting Plaintiffs”)

submitted an objection to the sale pursuant to Section 15 of the Act.

164. Pursuant to Section 11 of River City’s Declaration:

“any Unit Owner who did not vote in favor of [a Section 15 sale] and who has filed written
objection thereto with the Board within twenty (20) days after the date of the meeting at
which such sale was approved shall be entitled to receive from the proceeds of such sale
an amount equal to the fair market value of its Unit. . . [I]f the Board and such Unit Owner
fail to agree on the fair market value of such Unit and related ownership interest within 15
days after delivery of such Unit Owner’s notice, such Unit Owner and the Board shall each
select an appraiser, and the two appraisers so selected shall select a third appraiser, and the
fair market value determined by the third appraiser shall control.”

- 39 -
4847-1746-4948.4.29068.68349
 165. Section 1(c) of the PSA that was included with the Ninth Amendment and

submitted by the Board for a vote by the Unit Owners provides that an objecting Unit Owner “must
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

file written objection with the Board within twenty (20) days after the date of the Association Unit

Owner meeting at which the sale contemplated under this Agreement was approved (the “Approval

Date”) and the Unit Owner must present his/her appraisal or other evidence of fair market value

along with the written objection.

166. On September 18, 2018, Kelly Elmore, legal counsel for the Board, wrote to

counsel pointing out that the Objecting Plaintiffs did not provide “copies of your client’s [sic]

appraisal or other evidence of fair market value with the objection, nor did we receive the name of

a designated expert in appraisal. Unless we receive that information today, we will deem these to

be invalid objections.”

167. Ms. Elmore also stated that in order for the Objecting Plaintiffs to receive the

“reasonable relocation costs” set forth in Section 15, the Objecting Plaintiffs would need to have

a “successful appraisal” (i.e., obtain a fair market value in excess of the Objecting Plaintiffs’ Base

Allocation).

168. The Objecting Plaintiffs, by filing written objection to the sale within 20 days of

the August 28, 2018 vote, are entitled to all remedies of an objector under Section 15(a) of the Act.

169. In taking the position that Objecting Plaintiffs had submitted “invalid” objections

because they did not submit the name of an appraiser and all evidence of value at the time of the

objection, Defendants breached Section 11 of the Declaration, which only requires the

appointment of an appraiser after an attempt by the parties to agree upon a fair market value within

15 days of the objection.

- 40 -
4847-1746-4948.4.29068.68349
 170. In taking the position that Objecting Plaintiffs may not receive “reasonable

relocation costs,” Defendants are depriving Objecting Plaintiffs of their statutory rights under
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

Section 15(a) of the Act, which provides that all objecting owners who file a valid objection within

20 days of the date of a sale vote are automatically entitled to “reasonable relocation costs”

pursuant to the methodology created under Section 15(a).

WHEREFORE, Plaintiffs Pepper, Robles, Alsafweh, Debreczenyi, Liu, Shen,

Jiang, Paterno, Moore, Olsen, Xie, and Stappas hereby plea that this Court enter

a judgment in their favor declaring:

a. That the objection to the sale filed on September 17 by the Objecting

Plaintiffs is valid;

b. That the Association is bound to observe Section 11 of the Declaration

relative to its requirement that must seek to agree upon the fair market value

of the Objecting Plaintiffs’ Units prior to the appointment of any appraiser.

c. That Objecting Plaintiffs are entitled as a matter of right to all “reasonable

relocation costs” as set forth in Section 15, regardless of whether they obtain

a successful appraisal of their respective Units.

d. Granting to the Plaintiff such other and further relief as the Court deems just

and appropriate under the circumstances.

- 41 -
4847-1746-4948.4.29068.68349
 Respectfully submitted,
DAN PEPPER, ROY ROBLES, NIHAD
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

ALSAFWEH , FRANK DEBRECZENYI,

FENGYUN LIU, XIAOSONG SHEN, BIN
JIANG, ELANA RIVERA, BOB OLSEN,
DONALD MOORE, RAPHAELA RAE
PATERNO, ERIC XIE, PEIMING CHANG,
MEITING CHANG, HZ RENTAL LLC and
TOM STAPPAS

By: /s David J. Bloomberg .

One of Its Attorneys
David J. Bloomberg
James R. Stevens
Adam K. Beattie
CHUHAK & TECSON, P.C.
30 South Wacker Drive, Suite 2600
Chicago, Illinois 60606
312.444.9300
Firm ID No.: 70693
dbloomberg@chuhak.com
jstevens@chuhak.com
abeattie@chuhak.com
service@chuhak.com

- 42 -
4847-1746-4948.4.29068.68349
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

EXHIBIT A
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
 FILED DATE: 10/3/2018 2:45 PM 2018CH12423

-2-
EXHIBIT B
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

EXHIBIT C
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

EXHIBIT D
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

EXHIBIT E
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

Dan Pepper
800 South Wells Chicago, IL - Unit 708

RE: River City Upgrade Amount

Dear Dan Pepper

Marc Realty Capital and The Wolcott Group have inspected the following condominium unit(s)
owned by you for the purpose of determining any potential Upgrade Amount you may be entitled
to under the current Purchase and Sale Agreement:

- 800 South Wells – Unit 708

Based upon the results of this inspection, your determined Upgrade Amount is $1,000.00 in
addition to the Purchase Price. This letter shall serve as evidence of our assessment of your unit’s
qualified Upgrade Amount.

Should you have any further questions or concerns about the Upgrade Amount please contact:
rivercityupgrade@wolcottgroup.net

Thank you.
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

EXHIBIT F
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

EXHIBIT G
 From: RiverCityClosing <RiverCityClosing@ksnlaw.com>
Sent: Friday, July 06, 2018 8:22 AM
To: RiverCityClosing <RiverCityClosing@ksnlaw.com>
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

Subject: River City - Weekly Update 7.6.18

Dear Unit Owners,

As discussed at the June 26, 2018 Board meeting, the Board of Directors met on Monday July 2,
2018 to discuss the financial state of the Association, based on the Summary of Future Capital
Expenses that was shared with all owners.

After careful review of the most current financial statements, the budget and the recommended
reserve expenditures listed in the 2015 Reserve Studies, the Board has prioritized the projects
and arrived at an aggressive yet realistic approach to secure all areas of water intrusion within the
next 1-3 years and beautification of the common areas within 5 years. Details and ongoing
updates will be provided in the monthly Management Reports.

Additionally, the Board will formally vote on the following action items at the July 24, 2018
Board meeting;
Contingent upon the outcome of the sale, if the sale is rejected;
- The Board will reinstate the 2018 budget as approved on November 28, 2017 –
Effective October 1, 2018
- The Board will reinstate the 3% increase as approved in the 2018 budget as
approved on November 28, 2017 - Effective October 1, 2018
- The Board will reinstate the collection of the Special Assessment - Effective
October 1, 2018. There are seven (7) months remaining.
- The Board will instruct Chicagoland Community Management to make all reserve
transfers, year to date, as stated in the 2018 budget
- The Board will set a date for the 2018 Annual Meeting and Elections, to be held
within 60 days.

Voting

Please return your executed proxy as soon as possible.

As of the date when the sale was placed on hold by the Buyer, KSN had received closing
documents from over 85% of the unit owners. Accordingly, if the unit owners approve the
modified Purchase Price and the sale moves forward, the Association will have 60 days to
obtain the final 15% of the closing documents.

NEXT STEPS:

If 75% or more of the ownership votes ‘Yes’ to executing the Ninth Amendment the following
will occur:

• The original contract will be reinstated

 • Buyer will deposit $10,000,000 in earnest money within 3 business days of execution of the
Amendment
• Due diligence will be closed
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

• Closing will occur within 60 days, and no later than September 24, 2018

PLEASE RETURN YOUR EXECUTED PROXY AS SOON AS POSSIBLE. The meeting to conclude the
vote is scheduled for July 24, 2018 at 6:30 p.m. but may be delayed if not enough proxy votes
are received.

Please feel free to contact the Management office at rivercityoffice@chicagoland-inc.com to confirm

that your proxy has been received.

At this time, the voting tally will be disclosed at the Unit Owner meeting to close the vote on July 24,
2018 once the voting results are official.

Your attention and prompt action is greatly appreciated in this matter.

Best regards,
KSN

Kovitz Shifrin Nesbit

55 W Monroe St, Suite 2445
Chicago, IL 60603
RiverCityClosing@ksnlaw.com
www.ksnlaw.com

2018 property tax assessments for Chicago properties are expected to increase by
40% in many areas.
If you are a part of an Association in Chicago, click here to find out how KSN Tax can help.
Kovitz Shifrin Nesbit is dedicated to preserving our environment. Please join us and consider not printing this e-mail
unless necessary.
The information contained in this e-mail communication is intended only for the personal and confidential use of the
designated recipient named above. This message may be an attorney-client communication and, as such, is privileged and
confidential. If you are not the intended recipient, you are hereby notified that you have received this communication in error
and that any review, dissemination, distribution or copying of the message is strictly prohibited. If you have received this
transmission in error, please notify us immediately by telephone and/or reply e-mail and destroy all copies of the original
message.

-2-
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

EXHIBIT H
 From: RiverCityClosing <RiverCityClosing@ksnlaw.com>
Sent: Thursday, August 16, 2018 11:30 AM
To: RiverCityClosing <RiverCityClosing@ksnlaw.com>
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

Subject: River City - Weekly Update 8.16.18

Dear Unit Owners:

The meeting to conclude the vote is scheduled for August 28, 2018 at 6:30 p.m. but will be delayed if
not enough proxy votes are received.

The following is the current tally for the vote:

For 291 65.6435%

Against 107 22.8331%
Total 398 88.4766%

If you have not yet voted, please send in your proxy as soon as possible.

A copy of the proxy form has been attached to this email. Please submit either to the auditor at
clncpa@aol.com or to rivercityclosing@ksnlaw.com. There are also proxy forms available in the
management office. Proxies may also be faxed to the auditor at 630-482-9754.

Best regards,
KSN

Kovitz Shifrin Nesbit

55 W Monroe St, Suite 2445
Chicago, IL 60603
RiverCityClosing@ksnlaw.com
www.ksnlaw.com

2018 property tax assessments for Chicago properties are expected to increase by
40% in many areas.
If you are a part of an Association in Chicago, click here to find out how KSN Tax can help.
Kovitz Shifrin Nesbit is dedicated to preserving our environment. Please join us and consider not printing this e-mail
unless necessary.
The information contained in this e-mail communication is intended only for the personal and confidential use of the
designated recipient named above. This message may be an attorney-client communication and, as such, is privileged and
confidential. If you are not the intended recipient, you are hereby notified that you have received this communication in error
and that any review, dissemination, distribution or copying of the message is strictly prohibited. If you have received this
transmission in error, please notify us immediately by telephone and/or reply e-mail and destroy all copies of the original
message.
 RIVER CITY CONDOMINIUM ASSOCIATION
NOTICE OF SPECIAL MEETING OF THE UNIT OWNERS
&
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

NOTICE OF BOARD MEETING

DATE: August 17, 2018

TO: ALL UNIT OWNERS OF

RIVER CITY CONDOMINIUM ASSOCIATION

FROM: BOARD OF DIRECTORS

RIVER CITY CONDOMINIUM ASSOCIATION

RE: SPECIAL MEETING OF UNIT OWNERS OF RIVER CITY CONDOMINIUM

ASSOCIATION TO VOTE ON MARC REALTY PURCHASE OF ALL
ASSOCIATION UNITS & BOARD MEETING

UNIT OWNER MEETING

On August 28, 2018, commencing at 6:30 p.m. in the Roundhouse Party Room, located
at the River City Condominium Association building, 800 S. Wells, Chicago, Illinois 60607, there
will be a Special Meeting of the Unit Owners of the River City Condominium Association for the
purpose of voting on the proposed Ninth Amendment to the Marc Realty contract, as
revised, for the purchase of all Association units, and to conduct such other business as may
properly come before the Board of Directors. All Unit Owners are encouraged to attend this
meeting.

If you are unable to attend the Special Meeting of the Unit Owners in person,
please complete, execute, and return your Proxy form to:

Nyborg & Company Ltd.

236 Webster Street
Batavia, IL 60510

Or via email: clncpa@aol.com

BOARD MEETING

On August 28, 2018, commencing immediately following the Unit Owner Meeting at the
Roundhouse Party Room at the River City Condominium Association building, 800 S. Wells,
Chicago, Illinois 60607, there will be a meeting of the Board of Directors of the River City
Condominium Association for the purpose of voting on the proposed Ninth Amendment, as
revised, to the Marc Realty contract for the purchase of all Association units and to conduct
such other business as may properly come before the Board of Directors. All Unit Owners are
encouraged to attend this meeting.

CRIV038:50100\2761011.3
CRIV038:70100\3606756.1
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

EXHIBIT I
 发件人: Jonathan Gordon <jg@ruttenberggordon.com>;
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

发送时间: 2018-08-23 01:44:49

收件人: janejiangbin <janejiangbin@gmail.com>,David Ruttenberg <druttenberg@marcrealty.com>;

抄送: Konrad Zieba <KZ@RuttenbergGordon.com>;

主题: Marc Realty

Jonny Gordon - 917 755 5099

David Ruttenberg - 847 275 6570

We will pay you $750 to reimburse you and the total price we can pay is 1,000,000 for your
three units.

The reason we can pay more is your units are rented at above market rents.

JONATHAN D. GORDON
Managing Partner
Ruttenberg Gordon Investments
1916 Enterprises LLC
JG@RuttenbergGordon.com | Jonathan@1916MGMT.com
917.755.5099
www.RuttenbergGordon.com | www.1916MGMT.com

This e-mail transmission may contain information that is proprietary, privileged and/or
confidential and is intended exclusively for the person(s) to whom it is addressed. Any use,
copying, retention or disclosure by any person other than the intended recipient or the intended
recipient's designees is strictly prohibited. If you are not the intended recipient or their designee,
please notify the sender immediately by return e-mail and delete all copies.
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

EXHIBIT J
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

EXHIBIT K
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

EXHIBIT L
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

EXHIBIT M
 30 South Wacker Drive, Suite 2600, Chicago, Illinois 60606
t: 312.444.9300 f: 312.444.9027 chuhak.com

Thomas S. Chuhak David J. Feinberg Donald J. Russ, Jr. Associates Of Counsel

Adam K. Beattie 1920-1995 Mitchell S. Feinberg Eileen M. Sethna Kara Allen Barry A. Feinberg *
Joseph A. Tecson Daniel J. Fumagalli David B. Shiner Adam K. Beattie Valerie J. Freireich *
Writer’s Direct Line 1928-2015 Andrew L. Glubisz Sanjay Shivpuri Evan D. Blewett James B. Gottlieb *
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

Principals Ryan A. Haas Miriam R. Stein Leynee A. Cruz Albert L. Grasso *

(312) 855-6409 Kristen E. Hudson James R. Stevens Michael W. Debre Melissa A. Guseynov †
John P. Adams
Jeralyn H. Baran Terrell J. Isselhard Andrew P. Tecson Julie F. Gardner Joshua S. Hyman *†
Writer’s Email David J. Bloomberg Edwin I. Josephson David J. Tecson Paulina Garga-Chmiel Michele K. Jaspan †±
abeattie@chuhak.com Steven P. Bloomberg Arnold E. Karolewski Molly A. Ward Kathryn L. Kaler Stephen M. Margolin *
Kimberly Boike Loretto M. Kennedy Mitchell D. Weinstein Michael D. Leifman Michael L. Moskowitz †
Mark E. Broaddus Amanda E. Losquadro Anne M. Wolniakowski Christina M. Mermigas Daniel A. Padernacht †
Stacey C. Bromberg Lindsey P. Markus Stephen A. Wood O. Koplan Nwabuoku Ronald N. Primack *
Edmond M. Burke Andrew S. May Elizabeth J. Osborne Richard E. Weltman †±
General Counsel
Carri A. Conlon Adam R. Moreland Christopher A. Pellegrini
Ryan A. Haas * Admitted in Illinois
Francisco E. Connell Patricia C. O’Brien Terence G. Tiu
Kristen E. Hudson † Admitted in New York
William F. DeYoung Meredith C. Pike Margaret M. Walsh
Phyllis K. Fasel Kevin R. Purtill Aaron D. White ± Admitted in New Jersey

August 31, 2018

VIA E-MAIL: (kelmore@ksnlaw.com

Board Managers of the River City

Condominium Association
Kelly Elmore, Esq.
c/o Kovitz Shifrin Nesbit
55 West Monroe, Ste. 2445
Chicago, IL 60603

Re: River City Condominium Association (the “Association”)

Section 19 Demand for Documents Related to Section 15 Sale

Dear Kelly,

As you know my firm has been retained to represent several unit owners including Dan
Pepper, Owner of Unit 708 in the above-referenced Association. Pursuant to Section 19 of the
Illinois Condominium Property Act, we hereby demand the following documents in the
Association’s records:

1. Copy of the contact between the Association and Marc Realty referred to as the 9th
Amendment to Purchase and Sale Agreement executed pursuant to the Vote of the
Members on August 28, 2018;

2. Copies of all Proxies and ballots submitted at the Unit Owners Meeting held on
August 28, 2018;

3. Any other Contracts, memoranda of understanding, and Agreements of any kind

between the Association and Marc Realty related to the proposed Section 15 Sale
executed in the last two years.

CHICAGO | NEW YORK

4812-4497-3937.1.29068.65674
 Kelly Elmore, Esq.
August 31, 2018
Page 2
FILED DATE: 10/3/2018 2:45 PM 2018CH12423

Given likelihood of the pending litigation your prompt response to this request is
appreciated.

Very truly yours,

Adam K. Beattie (jsn)

Adam K. Beattie

AKB:jsn
Cc: Omar Malik - Kovitz Shifrin Nesbit (Via Email: omalik@ksnlaw.com)

4812-4497-3937.1.29068.65674