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HomeMy WebLinkAbout10-162 Resolution No. 10-162 RESOLUTION AUTHORIZING EXECUTION OF A COMMUNITY DEVELOPMENT BLOCK GRANT SUB-RECIPIENT AGREEMENT WITH NORTHERN ILLINOIS FOOD BANK BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Sean R. Stegall, City Manager, and Diane Robertson,City Clerk,be and are hereby authorized and directed to execute a community development block grant agreement on behalf of the City of Elgin with the Northern Illinois Food Bank for its food distribution and community nutrition center project, a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: August 11, 2010 Adopted: August 11, 2010 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk AGREEMENT BETWEEN THE CITY OF ELGIN AND THE NORTHERN ILLINOIS FOOD BANK This AGREEMENT is entered into as of the 11th day of August ,2010,by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter called "GRANTEE" or "CITY") and the NORTHERN ILLINOIS FOOD BANK, a not-for-profit corporation incorporated pursuant to the laws of the State of Illinois, (hereinafter called "SUB-RECIPIENT") having a principal place of business at 600 Industrial Drive, St. Charles,Illinois 60174. RECITALS A. CITY has applied for Community Development Block Grant funds (hereinafter referred to as "CDBG funds") from the United States Department of Housing and Urban Development (hereinafter called "HUD") as provided by the Housing and Community Development Act of 1974,as amended(P.L. 93-383)(hereinafter called"ACT"). B. CITY has considered and approved the application of SUB-RECIPIENT for CDBG funds allotted to CITY for distribution to SUB-RECIPIENT. C. The CITY and SUB-RECIPIENT enter into this Agreement pursuant to their respective powers to enter into such Agreements, as those powers are defined in the Illinois Constitution and applicable statutes. II. SCOPE OF THE PROJECT A. SUB-RECIPIENT hereby agrees to perform, in a timely fashion, the activities provided for herein, and those previously defined in the application and project description dated December 11, 2009, submitted by the SUB-RECIPIENT entitled "Food Distribution and Community Nutrition Center" a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference (hereinafter referred to as the "PROJECT"). The SUB-RECIPIENT was awarded a grant for Fiscal Year(FY)2010. B. All funding provided to SUB-RECIPIENT shall be used solely to build the new Food Distribution and Community Nutrition Center at property located on Dearborn Court, Geneva, Illinois. Over 7,000 low and moderate income individuals received food each month in Kane County from the Northern Illinois Food Bank Distribution Center in its 2009-2010 fiscal year. The new building will serve 100% low and moderate income persons as defined by 24 CFR 570.208 (a) (2) (i) (A). Such funding shall be used solely for the construction of the new food distribution and community nutrition center proposed to be located at 273 Dearborn Court, Geneva, Illinois, 60134, and other costs associated with the above activities as are consistent with the scope and intent of the PROJECT and are pre-approved by CITY staff. C. The SUB-RECIPIENT shall comply with administrative and procurement requirements as applied to the Community Development Block Grant program in accordance with 24 CFR 85: 1 1. The Bid Specifications shall include all specifications and pertinent attachments and shall define the items or services in order for the bidder to properly respond. 2. The SUB-RECIPIENT shall submit the Bid Specifications and plans to the City's Community Development Department for staff's approval prior to advertising in a newspaper and the Dodge Construction News. 3. The SUB-RECIPIENT shall include in the invitation for bids, the statement "Minorities and women contractors are encouraged to submit bids." The SUB- RECIPIENT shall purchase a 1" x 3" space in the Dodge Construction News Classified Section specifically inviting Minority Business Entity/Women Business Entity(MBE/WBE) firms to submit bids. 4. All bids will be publicly opened at the time and place prescribed in the invitation for bids. 5. The SUB-RECIPIENT shall provide the City's Community Development Department with a copy of the classified advertisement and the results from the bid opening. 6. The contract award will be awarded, in writing, to the lowest responsive and responsible bidder. Any or all bids may be rejected, if there are sound documented reasons. D. The SUB-RECIPIENT shall comply with the Federal Labor Standards and Prevailing Wage Rates as applied to the Community Development Block Grant Program in accordance with Title 29 of the Code of Federal Regulations, Part 5: 1. After the start of the described work, the SUB-RECIPIENT shall provide to the City's Community Development Department staff, weekly reports of the contractor and/or subcontractors at the job site. The SUB-RECIPIENT shall conduct employee interviews of the contractor and/or subcontractors at the job site. 2. Originals of all documents required for compliance with the Federal Labor Standards shall be supplied to the City's Community Development Department. 3. SUB-RECIPIENT shall erect a sign in a prominent place at the job site crediting the City of Elgin and HUD for funding of the PROJECT by including the following statement: "Funding for the Project has been provided, in part, by the City of Elgin from the U.S. Department of Housing and Urban Development's Community Development Block Grant Program." E. The SUB-RECIPIENT shall provide a Progress Report to the CITY each month, reporting on the status of the PROJECT in relation to the project target dates. The monthly progress reports shall begin upon the signing of the Agreement and shall continue until the completion of the project. Monthly progress reports, due on the 10`x' day of the following month, for the previous month's activities, shall be submitted until 2 the expiration of this agreement or until directed to discontinue such reports in writing by CITY. F. Request for Payment 1. The SUB-RECIPIENT shall provide the City's Community Development Department, prior to the start of construction, with an itemized list of all estimated expenditures. This list (on a State of Illinois Engineer's Pay Estimate form BLR-283 or equivalent) shall show expected quantities and unit prices for each item. 2. Request for payment shall be submitted on a timely basis. Each request for payment sent to the CITY shall be accompanied by said payment estimate form signed by the SUB-RECIPIENT'S authorized representative and showing the work completed. Changes to items on the pay estimate form must be authorized, in writing, by the SUB-RECIPEINT (on a State of Illinois Request for Approval of Change in Plans Form BLR-228 or equivalent), and a copy of such authorization shall be submitted to the City's Community Development Department before payment pursuant to such changes is made. G. The SUB-RECIPIENT shall provide a Progress Report to the City's Community Development Department each month, reporting on the status of the PROJECT in relation to the Implementation Schedule. The progress reports shall begin upon the signing of the Agreement and shall continue until the PROJECT is closed out. The SUB- RECIPIENT shall use a form provided by the Community Development Department and shall include all required information about the number of clients served each month (by race, income, and the number of female headed households). H. Prior to the expenditure of CDBG funds,the SUB-RECIPIENT shall meet with the City's Community Development Department staff to establish acceptable documentation and guidelines regarding requests for payment for the activities described in the Scope of Work. No payment of CDBG funds will be made by CITY without the required documentation. I. SUB-RECIPIENT shall record and report monthly to the CITY all program income (as defined in 24 CFR 570.500(a)) generated by activities carried out with CDBG funds made available under this Agreement. Any such program income shall be returned to the CITY. Written request for an exception to this section must be made in writing to the CITY's Community Development Department. Such request shall describe why the SUB-RECIPIENT needs the income, the specific activities the SUB-RECIPIENT will undertake with the funds, and how the SUB-RECIPIENT will report income and expenditures to the CITY. A written response to the request will be provided to the SUB- RECIPIENT from the CITY. The use of any program income by the SUB-RECIPIENT shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, to the extent any such income is used during the Agreement period for activities permitted under the Agreement, SUB-RECIPIENT shall reduce requests for additional funds by the amount of any such program income balances on hand. All unexpended program income shall be returned to the CITY at the end of the Agreement period. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to 3 the CITY. III. AMOUNT AND TERMS OF GRANT A. The CITY shall distribute to SUB-RECIPIENT, as SUB-RECIPIENT'S portion of the total grant received by the CITY and in consideration of SUB-RECIPIENT'S undertaking to perform the PROJECT, a maximum of$50,000(hereinafter "Grant Funds"),to be paid in the manner set forth herein at Section VII. B. This PROJECT shall be identified by the following project and account numbers: Project No. 154647 and Account No. 230-0000-791.93-36 in the amount of $50,000, which identifying numbers shall be used by SUB-RECIPIENT on all payment requests. C. In the event the services identified in Section II, Scope of the Project of this Agreement or other eligible services for low and moderate income individuals and households are no longer provided at the Northern Illinois Food Bank Distribution and Community Nutrition Center at property located at 273 Dearborn Court, Geneva, Illinois, 60134, due to actions by the SUB-RECIPIENT, the SUB-RECIPIENT shall reimburse the U.S. Department of Housing and Urban Development or the CITY for renovation activities undertaken in whole or in part with CDBG funds at a rate of 6.7% for each year and portion of each year remaining on the ten-year useful life of the Facility improvements. The ten-year compliance period shall begin on the commencement date of this Agreement. This provision shall not be construed as limiting the CITY from asserting any claims against the Northern Illinois Food Bank Distribution and Community Nutrition Center for the breach of any other terms of this Agreement. D. Upon project completion as specified in Section II, Scope of the Project, any remaining CDBG project funds shall be available for reallocation by the CITY to another eligible CDBG project. If SUB-RECIPIENT materially fails to comply with any term of this award, the SUB-RECIPIENT shall repay to the CITY all funds used for ineligible activities. E. A minimum of 51% of the persons served on an annual basis shall be at or below 80% of the Median Family Income in order for the SUB-RECIPIENT to maintain eligibility for the CDBG funds provided for herein. Said income levels shall be updated and revised annually to conform to levels set by the U. S. Department of Housing and Urban Development. Failure to meet the aforementioned minimum 51% threshold shall require Sub-recipient to reimburse CITY for funds expended, in whole or in part, for renovation activities. F. Changes in the scope of services, budget, or method of compensation contained in this Agreement, unless otherwise noted, may only be made through a written amendment to this Agreement, executed by the SUB-RECIPIENT and CITY. 4 IV. SUB-RECIPIENT'S COMPLIANCE WITH THE ACT A. CITY shall assist SUB-RECIPIENT'S making application for CDBG funds. B. SUB-RECIPIENT shall abide by the ACT, and all HUD rules and regulations promulgated to implement the ACT. C. SUB-RECIPIENT shall, upon request of CITY, (1) assist in the completion of an environmental review and (2) complete certifications showing equal employment opportunity compliance including equal employment opportunity certification with reference to the PROJECT, as set forth in Exhibit "C" attached hereto and made a part hereof. D. SUB-RECIPIENT, in performing under this Agreement, shall: 1. Not discriminate against any worker, employee, or applicant, or any member of the public, because of race, creed, color, sex, age or national origin, nor otherwise commit an unfair employment practice; and 2. Take affirmative action to insure that applicants are employed without regard to race, creed, color, sex, age or national origin, with such affirmative action in- cluding, but not limited to the following: Employment, upgrading, demotion or transfer, termination, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, including apprenticeship. E. SUB-RECIPIENT shall permit CITY and the Department of Housing and Urban Development to conduct on-site reviews, examine personnel and employment records and to conduct any other procedures or practices to assure compliance with the provisions of this agreement. SUB-RECIPIENT agrees to post in conspicuous places available to employees and applicants for employment notices setting forth the provisions of this non- discriminatory clause. F. SUB-RECIPIENT shall comply with all laws and state and federal rules and regulations, including but not limited to those regarding a direct or indirect illegal interest on the part of any employee or elected official of the SUB-RECIPIENT in the PROJECT or payments made pursuant to this Agreement. G. SUB-RECIPIENT hereby warrants and represents that neither the project, including but not limited to any funds provided pursuant thereto, nor any personnel employed in the administration of the program shall be in any way or to any extent engaged in the conduct of political activities in contravention of Chapter 15 of Title 5, United States Code, referred to as the Hatch Act. H. SUB-RECIPIENT shall maintain records to show actual time devoted and costs incurred, in relation to the PROJECT, and shall prepare and submit monthly progress reports which describe the work already performed and anticipated during the remaining time of the PROJECT. Upon fifteen (15) days notice from the CITY, originals or certified copies of 5 all time sheets, billings, and other documentation used in the preparation of said progress reports shall be made available for inspection, copying, or auditing by the CITY at any time during normal business hours,at 150 Dexter Court,Elgin,Illinois. I. SUB-RECIPIENT shall adopt the audit requirements of the Office of Management and Budget (hereinafter "OMB") Circular A-133, "Audits of Institutions of Higher Learning and Other Non-Profit Institutions." SUB-RECIPIENT shall submit to the CITY one copy of said audit report. SUB-RECIPIENT shall permit the authorized representatives of the CITY, HUD and the Comptroller General of the United States to inspect and audit all data and reports of the SUB-RECIPIENT relating to its performance under the Agreement. J. SUB-RECIPIENT and CITY shall at all times observe and comply with Title 24 CFR Part 570 and all applicable laws, ordinances or regulations of the Federal, State, County, and local government, which may in any manner affect the performance of this Agreement. K. SUB-RECIPIENT shall transfer to the CITY any unused CDBG funds and submit all billings attributable to this Project at the time this Agreement expires. L. SUB-RECIPIENT will ensure that any real property under the SUB-RECIPIENT'S control that was acquired and/or improved in whole or in part with CDBG funds is used to meet the benefit of low and moderate income persons as defined by HUD, for a period of 10 years after the commencement of this Agreement. M. If during the 10 year period after the commencement of this Agreement, the SUB- RECIPIENT disposes of any property under the SUB-RECIPIENT'S control that was acquired and/or improved in whole or in part with CDBG funds, then the SUB- RECIPIENT will reimburse the CITY in the amount of the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property in accordance with 24 CFR 570.503(b)(8) and 24 CFR 570.505. V. RIGHTS TO SUBCONTRACT A. SUB-RECIPIENT is herewith granted authority to subcontract all or any portion of the PROJECT to such engineers, architects, independent land use consultants, professional land planner, construction contractors or other entities as SUB-RECIPIENT shall deem appropriate or necessary and upon such terms as may be acceptable to SUB-RECIPIENT. B. Administration of any subcontracts by the SUB-RECIPIENT shall be in conformance with 24 CFR Part 570.200(d)(2) and Part 85.36. VI. SUB-RECIPIENT'S AUTHORIZATION TO ACCEPT PROPOSALS A. After the CITY has received notification that funds for the PROJECT have been released by HUD, the SUB-RECIPIENT shall be authorized to accept the proposal of any 6 subcontractor for the PROJECT. VII. BILLING PROCEDURE A. Upon release of Grant Funds by HUD for the PROJECT, the CITY shall make disbursements to the SUB-RECIPIENT as either reimbursement for advances made by SUB-RECIPIENT or as advances for specific cash requirements of SUB-RECIPIENT for the PROJECT. All claims of SUB-RECIPIENT, whether for reimbursement or advancement, shall comply with the following requirements: 1. SUB-RECIPIENT shall submit a listing of all disbursements of CDBG funds, on a form provided by the CITY; 2. Any claim for advancement of CDBG funds shall be limited to an amount necessary for SUB-RECIPIENT to meet specific cash requirements for the PROJECT and shall be disbursed by SUB-RECIPIENT within three (3) working days of receipt by SUB-RECIPIENT; 3. Any request for reimbursement or advancement pertaining to work under contracts from the SUB-RECIPIENT shall include the following: a. For interim payments to contractors and subcontractors, certification that the work for which payment is requested has been performed and is in place and to the best of SUB-RECIPIENT'S knowledge, information and belief that, the quality of such work is in accordance with the contract and subcontracts, subject to: (i) any evaluation of such work as a functioning PROJECT upon substantial completion; (ii) the results of any subsequent tests permitted by the subcontract; and(iii)any defects or deficiencies not readily apparent upon inspection of the work; and b. For final payment, certification that the work has been performed in a satisfactory manner and in conformance with the contract. 4. Processing of all requests for payment shall be contingent upon the submission of the required documentation by the contractor and subcontractor to the CITY that fully complies with federal labor standards, uniform relocation act or any other applicable federal, state, or local statutes,rules or regulations. 5. SUB-RECIPIENT shall forward to CITY all billings, vouchers, and other documents representing any accounts payable, in such timely and reasonable manner as both parties shall determine; provided, however, that in no event shall such documents be forwarded to CITY later than twenty-one (21) days after SUB-RECIPIENT'S receipt of such documents. 6. SUB-RECIPIENT shall cooperate with the CITY to facilitate the maintenance of financial records by the CITY as required by Title 24 CFR 85. 7 B. Upon submission of an acceptable claim for Grant Funds, CITY shall process such claim and shall approve such claim for payment following approval by the City's Community Development Department, for compliance with this Agreement and applicable HUD requirements. C. Except as provided for in Section IX and X herein, CITY shall pay all required payments against eligible project costs, as described in Section II.B, incurred by SUB-RECIPIENT under this Agreement. VIII. ADMINISTRATION AND REPORTING REQUIREMENTS A. SUB-RECIPIENT shall administer the Grant Funds in conformance with the regulations, policies, guidelines and requirements of OMB Circular numbers A-110, A-122, and A- 133, as they relate to the acceptance and use of federal funds for the PROJECT. B. SUB-RECIPIENT shall submit all required information to show compliance with applicable laws, rules and regulations, as specified in this Agreement and shall submit to CITY a monthly progress report no later than the fifth day of the month following the activity being reported. SUB-RECIPIENT shall comply with all reporting and other requirements as specified in Exhibit "B" attached hereto and made a part of this Agreement. C. Relocation of Tenants SUB-RECIPIENT shall comply with the requirement under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970. SUB-RECIPIENT shall maintain a separate relocation file for each displaced person/business for at least three years after the project has been completed or the person/business has received final relocation payments, whichever is later. Relocation costs must be paid to any tenant (residential or nonresidential) who occupies any building being acquired and is forced to move without cause. Waiver of rights to relocation costs can only be done by a single family homeowner. D. Management Plan and Operating Budget of the Facility SUB-RECIPIENT shall maintain, and keep current, a management plan and operating budget stating policies governing the operation of the facility and shall keep this plan and budget on file with the CITY. IX. TERMINATION OF AGREEMENT OR SUSPENSION OF PAYMENT A. During the implementation of the PROJECT, CITY may terminate this Agreement or may suspend payment of Grant Funds to SUB-RECIPIENT for SUB-RECIPIENT'S substantial breach of the Agreement, abandonment of the PROJECT or occurrence rendering impossible the performance by SUB-RECIPIENT of this Agreement. B. During the implementation of the PROJECT, the CITY may suspend payments of Grant 8 Funds, due to use of funds in a manner unrelated to or in breach of this agreement relative to, SUB-RECIPIENT'S performing the PROJECT, failure by SUB-RECIPIENT in submitting supporting information or documentation for a claim, submission by SUB- RECIPIENT of incorrect or incomplete reports, or SUB-RECIPIENT'S suspension of its pursuit of the PROJECT. C. In the event CITY elects to terminate this Agreement or to suspend payments, for any reason stated hereinabove in paragraph A and B of this Section IX, it shall notify the SUB-RECIPIENT, in writing, of such action, specifying the particular deficiency, at least five (5) working days in advance of any such action and establishing a time and a place for the SUB-RECIPIENT to refute the alleged deficiency at a time prior to CITY'S taking such action. After allowing the SUB-RECIPIENT the opportunity to refute or correct the alleged deficiency, if the alleged deficiency continues to exist, in the opinion of the CITY, the CITY may withhold payment of the Grant Funds until such time as the violation or breach is remedied. No action taken or withheld by the CITY under this paragraph shall relieve the SUB-RECIPIENT of its liability to the CITY for any funds expended in violation of any of the terms of this Agreement. D. SUB-RECIPIENT shall transfer to the CITY any unused CDBG funds and submit all billings attributable to this Project at the time this Agreement terminates or is suspended. X. REMEDIES A. To the fullest extent permitted by law, SUB-RECIPIENT agrees to and shall indemnify, defend and hold harmless the CITY, its officers, employees, boards and commissions from and against any and all claims, suits,judgments, costs, attorneys fees, damages or any and all other relief or liability arising out of or resulting from or through, or alleged to arise out of, any breach of this agreement; misuse or misapplication of funds derived pursuant to this agreement by SUB-RECIPIENT; violation of any statutes, rules and regulations, directly or indirectly, by SUB-RECIPIENT and/or any of its agents or representatives; or any negligent acts or omissions of SUB-RECIPIENT or of SUB- RECIPIENT'S officers, employees, agents or subcontractors. In the event of any action against the CITY, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of CITY'S choosing. The provisions of this paragraph shall survive any termination and/or expiration of this agreement. B. In the event of loss of approved Grant Funds for the PROJECT as a result of any violation or breach of this Agreement by the CITY, misuse or misapplication of funds received from HUD unrelated to the PROJECT, or any violation of the statutes, rules and regulations of HUD, directly or indirectly, by CITY and/or any of its agents or representatives, CITY'S liability to SUB-RECIPIENT shall be limited to any funds which have previously been provided to sub-recipient pursuant to this agreement. SUB- RECIPIENT hereby waives and releases CITY from any and all other liability pursuant to any such breach,misuse,misapplication or violation of statutes, rules or regulations. C. In the event HUD, or any other federal agency, makes any claim which would give rise to invoking the remedy provisions, as set forth in paragraph A or B of this Section X, then 9 invoking the remedy provisions, as set forth in paragraph A or B of this Section X, then the CITY or SUB-RECIPIENT shall immediately notify the other party, in writing, providing the full details of the alleged violation. To the extent that any such matter is not subject to exclusive federal jurisdiction, venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this Agreement between the CITY and SUB-RECIPIENT shall be in the Circuit Court of Kane County, Illinois. D. In addition to any remedies available to the CITY, if CITY has lost or been prevented from receiving any federal funds, other than the Grant Funds, as a result of any alleged violation of law or other breach of this Agreement by SUB-RECIPIENT, the SUB- RECIPIENT shall repay, upon demand by the CITY, such amount of Grant Funds previously disbursed or allegedly due to the SUB-RECIPIENT. XI. TIMELINESS A. Time is of the essence of this agreement. SUB-RECIPIENT shall meet the schedule deadlines listed below. Any milestone which the SUB-RECIPIENT does not achieve within two months of the date listed will result in the SUB-RECIPIENT submitting a revised implementation schedule for approval by the City's Community Development staff. Failure to achieve these deadlines may result in the loss or reduction of grant funds at CITY's discretion. Target Dates Date 1. Bids Solicited July 2010 2. Select Contractor July 2010 4. Construction Begins August 2010 5. Construction Completed May 2011 B. SUB-RECIPIENT. Shall complete the PROJECT within twelve (12) months from the date of this Agreement. However, in the event of any alterations or additions or of circumstances beyond the control of SUB-RECIPIENT, which in the opinion of the Community Development Director will require additional time for completion of said expenditures, then in that case, the time of completion shall be extended by the Community Development Director by a period of time not to exceed six(6)months. C. If SUB-RECIPIENT is delayed in the completion of the PROJECT by any cause legitimately beyond its control, as determined by the CITY, such that it cannot complete the PROJECT within eighteen (18) months of the date of this Agreement, it shall immediately give written notice to the CITY of the anticipated delay, the reasons therefore and request an extension of time for completion of the PROJECT. CITY's Community Development Director shall consider any such request and shall make a recommendation to CITY's City Council as to whether in his sole discretion he considers 10 be required for completion of the PROJECT due to the particular circumstances. The CITY's City Council shall act upon the extension request and recommendation of the Community Development Director and notify the SUB-RECIPIENT whether the time extension is granted or denied, and the CITY's intention to exercise the remedies available herein, including but not limited to suspension of further payments. A revised implementation schedule shall be submitted by SUB-RECIPIENT if an extension is granted by the CITY. XII. MISCELLANEOUS PROVISIONS A. AMENDMENTS - This Agreement constitutes the entire Agreement between the parties hereto. There are no other agreements, either oral or implied, between the parties hereto regarding the subject matter hereof. Any proposed change in this Agreement shall be submitted to the other party for prior approval. No modifications, additions, deletions, or the like, to this Agreement shall be effective unless and until such changes are executed, in writing,by the authorized officers of each party. B. SUBJECT TO FINANCIAL ASSISTANCE AGREEMENT - This Agreement is made subject to financial assistance agreements between the CITY and the United States Department of Housing and Urban Development, with the rights and remedies of the parties hereto being in accordance with any such agreements. C. ASSIGNMENT - except as provided in Section VI hereof, SUB-RECIPIENT shall not assign this Agreement or any part thereof and SUB-RECIPIENT shall not transfer or assign any Grant Funds or claims due or to become due hereunder, without the written approval of the CITY having first been obtained. D. ATTORNEY'S OPINION - If requested, SUB-RECIPIENT shall provide an opinion of its attorney, in a form reasonably satisfactory to the CITY, that all steps necessary to adopt this Agreement, in a manner binding upon SUB-RECIPIENT, have been taken by SUB-RECIPIENT, and that SUB-RECIPIENT is in compliance with applicable local, state and federal statues, rules and regulations for the purpose of complying with this Agreement. E. HEADINGS -The section headings of this Agreement are for convenience and reference only and in no way define, limit, or describe the scope or intent of this Agreement, and should be ignored in construing or interpreting this Agreement. F. The terms of this agreement shall be severable. In the event any of the terms or provisions of this agreement are deemed to be void or otherwise unenforceable for any reason,the remainder of this agreement shall remain in full force and effect. G. This agreement shall not be construed to create a joint venture, partnership, employment or other agency relationship between the parties hereto. H. Venue for the resolution of any disputes or the enforcement of any rights between the parties hereto arising out of or in connection with the terms and provisions of this agreement shall be in the Circuit Court of Kane County, Illinois. 11 IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the dates recited below. CITY OF ELGIN, an Illinois Municipal Corporation BY: awa. .�6 Sean R. Stegall City Manager DATE: August 11, 2010 ATTEST: ,n �� �e„ll,Ac5.v\ Diane Rertson City Clerk SUB-RECIPIENT: Northern Illinois Food Bank 600 Industrial Drive, St. Charles, Illinois 60174 BY: zl�l H. Dennis Smith Executive Director&CEO h DATE: /-,l7—% old ATTEST: '� 12 EXHIBIT A SUB-RECIPIENT'S CDBG APPLICATION 13 . . CITY OF ELGIN CDBG PROGRAM PROJECT APPLICATION •,?..,, `-'<•'(,-, /7,2,--„. \2010-2011 PROGRAM YEAR /• („2 ,ck?„, 4-',/v Date of Submittal: 12/11/2009 Project Name: Food Distribution and Community Nutrition Center Project Address: Averill Road, City: Geneva State: IL Zip Code: 60134 Census Tract, Block Group: Submitting Agency/Organization: Northern Illinois Food Bank Contact Person: . , Name: Hester Bury Address: 600 Industrial Drive ( . City: St. Charles State: IL Zip Code: 60174 Telephone: 630-443-6910 Fax: 630-443-6916 E-mail: hbury@northernilfoodbank.org Amount of CDBG Funding Request: $200,000 1 _ Headquarters 600 Industrial Drive . • tti St.Charles,IL 60174-2129 phone:630.443.6910 fa,:630.443.6916 / 1.,.--... .....__ hungennorthernilfoodbank erg www.northemilibodbank_org edr \0 I--_h e 1—n Illinois Fooc Bank Branch Locations Lake County Branch delivering food assistance to your community 473 Keller Drive Park City,IL 60005 phone 847.336.3663 fax 847.336.3265 December 10, 2009 Rockford Branch 320 S.Avon Street Jennifer Fritz-Williams . Rockland IL 61102 phone 815.961.7283 Elgin Planning and Neighborhood Services Dept., V fax 815.961.0036 CDBG Program 150 Dexter Court, Joliet Office 3033 W.Jefferson St Elgin, IL 60120 Suite 210 Joliet IL 60435 Dear Jennifer, phone 815.846.1041 fax 815.846.1049 . . We are attaching our application for CDBG funding for our capital campaign to Executive Committee build a new Food Distribution and Community Nutrition Center, along with RuThing 1-2Ch3thFoundation • supporting documents. This center will benefit Elgin residents by providing more Gordon Hahn,Vice Choir food and enhanced efficiency of service to partner food pantries, soup kitchens - .7.Commurity\:iolunteer and shelters, as well as allowing us to expand our youth nutrition program for craigparinse—rer,Warehouse Elgin children. Support from the Elgin City Council would be a wise investment in Kari Boyd.past or the future of providing food assistance for the low-income residents of Elgin. Kraft Foods Floyd Ha Treasurer . IA We would welcome an opportunity to present our proposal in person to the City .1,froems,„ry ( Council and hope to be able to do this at the work session on February 10th, Advartage Sales&Marketing ..- 2010. FL Dennis'Srnith,President&CEO Northern Illinois Food Bank Please let me know if you need additional copies of the materials or any further Directors information. Thank you for this opportunity and for your consideration of this Jan BedPer Oicago Tribune request. Jeff Flemming • Rodtford Associates Planners&Arr.htte.7.! Sincerely, Anne Hayes . St EIB:abeth's Food Pantry Alicia McCareins,PhD RECA LLC —6e/IbW ir ' i ' Gary Moe Acosta Sales&Marketing Hester Bury Keith Nieisen Grants Manager Jewe-Osco Jeff Norkiewicz Dominick Jim Oberweis Oberweis Dairy.Inc. Frank Pascoe,PhD iJniwrsrty of St.Frar.L•rs France Portrey Anything's Possibie Events Indy Schaefer Sara Lee Corporation& Sara Let Foundalion Feter Schaefer Communas.voia-,...eer Dir,Vv'in-.on Manir-Brawer(F.e.`07e.:"!; a 1=0070! :i „ se 07.• 7: 0:: n N!G" I : ■•• Yam Ism, . .. AM E R CA PROJECT APPLICATION (continued) 1. PROJECT SCOPE AND PURPOSE: Provide a detailed written statement that describes the scope of the proposed project,how CDBG funds will be spent, the need for this project, and the anticipated benefits resulting from this proj ect. The Northern Illinois Food Bank (NIFB) provides nutritious food to all those in need through its own efforts and those of its 520 partner agencies in the following 13 counties - Boone , DuPage, DeKalb, Grundy, Kane, Kankakee, Kendall, Lake, McHenry, Ogle, Stephenson, Will and Winnebago. NIFB acquires, gathers, handles, and distributes donated, government, and purchased food to more than 50,000 different people each week through local food pantries, soup kitchens, shelters, youth activity centers and other food assistance sites. In FY 09 NIFB distributed 27.2 million pounds of food, including 4.6 million pounds of frozen meat, fresh produce and bakery items picked up from retail stores through the Food Recovery Program. The Youth Nutrition Program provided 902,000 meal equivalents through snacks, meals, lunches and food-filled backpacks to hungry children. NIFB's main office and warehouse is located in St. Charles with branches in Lake County and Rockford and an office in Joliet. NIFB is a member of Feeding America. NIFB is requesting funding for our Capital Campaign: "We are running out of space, but not out of hungry people". While this effort has long been a part of NIFB's vision to provide hunger relief to those in need, the construction of a new Food Distribution and Community Nutrition Center is now an urgent necessity. In the past year hunger has exploded in our 13-county service area due to the recession and rising unemployment. !_ Unemployment is currently over 10% in ten of the counties and there are 221,175 unemployed workers in our service area. Even as the current economic situation improves we do not expect the unemployment numbers to improve for some time and current trends indicate that the number of people living in poverty could increase from 269,280 to over 400,000 by 2015. To help address this need, NIFB is delivering vital food and nutrition to over 50,000 people weekly and 3,000 children daily. NIFB has 83 partner agencies in Kane County, 24 of which are located in Elgin. These agencies include food pantries, soup kitchens, shelters and group homes. In the past year (12/1/08 — 11/30/09) NIFB distributed 3.5 million pounds of food in Kane County and over 600,000 pounds in Elgin. This represents over 50% increase in food distributed over the same period the previous year, indicating the significant rise in demand. The current unemployment rate in Elgin is 12.4% and many additional residents are underemployed and food-insecure. In addition NIFB provides nutritious meals and food for low-income children at 22 Kane County schools, after-school and summer activity sites. For the 2008-09 school year we provided a total of 48,255 snacks and cold suppers to an average daily attendance of 317 hungry children in Kane County. The Summer Lunch Program served 14,595 lunches to an average daily attendance of 408 children at 6 Elgin sites in the summer of 2009. In a new initiative for the 2009 summer season, NIFB partnered with the City of Elgin, the Elgin Salvation Army, and other community leaders to create "open" lunch programs available to low-income children. Thirteen park locations were established and publicized so that any child under 18 years old could receive a free and healthy lunch between 11am-1pm, Monday through Friday. Over 400 children were served each day for a total of 14,589 lunches. The BackPack Program is currently providing weekend backpacks filled with nutritious food for 250 children at risk of hunger at 4 Elgin schools. NIFB's current 45-year old facility in St. Charles is no longer sufficient for us to meet this increasing demand and effectively distribute food to those in need. • The amount of usable storage space in our current building is restricted by the limited ceiling height. • The 242-pallet freezer and 100-pallet cooler are no longer large enough to store the frozen meat and fresh produce that we are recovering from local retail stores. • We are currently forced to store frozen products off-site at a minimum cost of$3,500 per month, due to lack of freezer space at our facility. • Our nine docks do not adequately accommodate inbound and outbound vehicles which causes delays in loading and unloading product. • Our building no longer has the space to satisfactorily provide work space and parking for our increasing staff and volunteers. To meet today's needs and plan for future growth, NIFB has purchased and fully paid for property on Averill Road in Geneva, IL on which to build the new Food Distribution and Community Nutrition Center. This new building will more than double the warehouse space for dry products and increase our freezer and cooler space. There will be more vehicle and refrigerated docks, expanded office space, a Clean Room for re-packing bulk foods and more efficient work space for volunteers to sort and process donated food. NIFB will have the capacity to handle and distribute up to 5 million pounds of food each month and anticipates distributing at least 40 million pounds of food by 2015. Our goal is to be the first "gold certified" Leadership in Energy and Environmental Design (LEED) Food Bank in America. We predict that this increased efficiency will save us over $130,000 in utility, maintenance and labor costs each year—money that can be used to access and distribute more food for hungry neighbors. As part of the campaign NIFB is planning a Community Nutrition Program in collaboration with Benedictine University Department of Nutrition to provide a comprehensive educational and research program to improve healthy eating habits for the low-income population in our service area. We are grateful to the Sara Lee Foundation for their inaugural sponsorship of this vital program. NIFB's new facility will also include a Production Kitchen to convert donated foods into ready-to-eat meals and prepare snacks and suppers for the Youth Nutrition Program. NIFB launched the campaign in 2008 and is approaching individuals, corporations and foundations to secure funding for this endeavor. To date NIFB has purchased and paid for the land in Geneva ($2.3 million) and raised an additional $1.8 million towards construction of the new building. We have several requests pending with corporations, foundations and individuals and are actively pursuing other donors. The Board of Directors is in full support of this project and is pursuing the issuing of Tax-Exempt bonds to finance the construction enabling us to break ground in May 2010. We have selected a contractor and are in the process of negotiating a contract. Construction is estimated at $12.5 million. 3 NIFB's proposed new Food Distribution and Community Nutrition Center will benefit Elgin residents by providing more food and enhanced efficiency of service to partner food pantries, soup kitchens and shelters. After-school and summer meals will be prepared on-site at the Food Bank eliminating the need for outside vendors allowing us to have better control over the nutritional content of the meals and provide service to more children. Support from the Elgin City Council would be a wise investment in the future of food assistance programs for the low- income residents of Elgin. 2. PERFORMANCE MEASUREMENT: Provide a list of project goals and objectives. Explain ho .' the achievement of goals and objectives will be measured or quantified. The goals and objectives of this project are as follows: • Construct an efficient, well-designed, energy efficient Food Distribution Center to prepare NIFB to handle and distribute more food more efficiently to serve the projected increase of those in need of food for the future • Establish a Community Nutrition Center to provide education on nutrition and healthy eating for partner agency staff and volunteers and the low-income population and research on federally funded food assistance programs. • Establish a Production Kitchen to prepare meals for NIFB's Youth Nutrition Program and convert bulk foods into ready-to-eat nutritious meals for distribution through partner agencies • Establish a Clean Room to convert donated bulk foods into retail size packages for distribution through partner agencies. • • Improve the health and well-being of the low-income population in our service area by providing increased amounts of nutritious food through partner agencies and direct distribution programs including the Youth Nutrition Program, the Senior Food Box Program, Emergency Food Boxes and Mobile Pantries. 3. NATIONAL OBJECTIVE: Identify the National Objective that is met to qualify the project for CDBG funding. Please refer to the list of objectives in Section 2.3.1:National Objectives of this document. This project meets the national objective to benefit low and moderate income persons or households as defined by Section 8 household income guidelines. 4. ELIGIBLE ACTIVITY: Identify the eligible activity that qualifies the project for CDBG funding. Please refer to the list of activities in Section 2.3.2:Eligible Activities of this document. This project meets the eligible activity of Public Facilities and Improvements. 5. LOW & MODERATE INCOME BENEFIT STATEMENT: 4 . Explain how the proposed project benefits low and moderate income persons, households or oeig,bborbuods. Quantify the population benefiting from the proposed project. Describe the method used to calculate the benefit. Population benefiting from proposed project: -Number ofpersons orhouseholds expected tobenefit from the project. -Number of lovv/moderate income persons/households expected to benefit from the project. Throughout our 13-county service area we are serving over 50,000 people each week. From monthly reports provided by partner agencies we estimate that we served over 131.220 individuals from 21,851 households (duplicated) in Elgin during FY 09. From reports of clients self-attesting to being low income to receive food provided by the federal government (TEFAP) we can report that over 7.000 individuals receive food each month in Kane County. We also serve approximately 400 children every week with after-school suppers or weekend backpacks. We do not anticipate this number decreasing in 2010 and it may well increase. 6. DOCUMENTATION AND REPORTING: During the course of this project, you are required by federal regulations to provide monthly or quarterly reports on the clientele benefiting from thibproject. Describe the method you will use to collect and maintain the following information on the clientele you serve: • Number of persons/households • Number of low and moderate income persons/households • Household size and household income • Race/ethnicity of clientele • Number of female-headed households N|FB requires partner member agencies to report monthly on the number of people served in the following categories: individua!s, hoVseho|ds, children under 18 and seniors over 65. We do not require partner agencies to report on household size or incorne, race, ethnicity or female- headed households. Some partner agencies that are eligible to receive and distribute government commodities provided by the federally funded Emergency Food Assistance Program (TEFAP) are required to have clients self-attest to being low or moderate income as determined by the federal poverty guidelines. We require partner agencies to submit these self- attestation sheets to us. We will be able to provide monthly or quarterly reports with these statistics. PROJECT APPLICATION (continued) 3. PROJECT COST ESTIMATE: Provide cost information in the table below and/or attach additional cost estimate summaries. Project Components Estimated Cost A.__Construotion of Food Distribution and Community Nutrition Center $12,500.000 5 B. C. D. E. Total Project Cost $12,500,000 Total CDBG Funding Request $200,000 Total Contribution From Other Funding Sources $12,300,000 8. OTHER PROJECT FUNDING SOURCES AND AMOUNTS: Funding Source Amount of Funding A. Please see attached Capital Campaign Fundraising Report B. C. D. E. Total Contribution From Other Funding Sources PROJECT APPLICATION (continued) 9. PROJECT IMPLEMENTATION: List the major tasks that will be accomplished through this project and provide a completion date for each task. Task Completion Date A. Contractor for construction confirmed December 2009 B. Ground breaking for new building May 2010 C. Occupy new building February 2011 6 D. E. Total number of months required for project completion: 8 months Required Attachments: A. Mission Statement B. Tax exempt letter from Federal IRS C. Tax exempt letter from State Franchise Tax Board D. Articles of Incorporation E. By Laws F. Board of Directors G. Board Resolution H. Organizational Chart I. Resume for CEO and CFO J. Most recent financial statement K. Audit FY 09 Additional attachments: L. Advertorial M. Capital Campaign Brochure N. Capital Campaign Fundraising Update O. Plans 7 Northern Illinois Food Bank Mission Statement The mission of the Northern Illinois Food Bank is to provide nutritious food to all those in need through our own efforts and those of our non-profit partners in 13 northern Illinois counties - Boone , DuPage, DeKalb, Grundy, Kane, Kankakee, Kendall, Lake, McHenry, Ogle, Stephenson, Will and Winnebago. Attachment A Internal Revenue Service Department of the Treasury P. 0. Box 2508 Cincinnati, OH 45201 Date: June 26, 2000 Person to Contact: Karen Turner 31-07345 Customer Service Specialist NORTHERN ILLINOIS FOOD BANK Toll Free Telephone Number: 600 INDUSTRIAL DR 8:00 a.m.to 9:30 pm.EST ST CHARLES, IL 60174 877-829-5500 Fax Number: 513-263-3756 Federal Identification Number: 36-3203648 Dear Ms. Lautenbach: This letter is in response to your request for a copy of your organization's determination letter. This letter will take the place of the copy you requested. Our records indicate that a determination letter issued in December 1982 granted your organization exemption from federal income tax under section 501(c)(3) of the Internal Revenue Code. That letter is still in effect Based on information subsequently submitted,we classified your organization as one that is not a private foundation within the meaning of section 509(a) of the Code because it is an organization described in sections 509(a)(1) and 170(b)(1)(A)(vi). • • This classification was based on the assumption that your organization's operations would continue as stated " in the application. If your organization's sources of support, or its character, method of operations, or purposes have changed, please let us know so we can consider the effect of the change on the exempt status and foundation status of your organization. Your organization is required to file Form 990, Return of Organization Exempt from Income Tax, only if its • gross receipts each year are normally more than $25,000. If a return is required, it must be filed by the 15th day of the fifth month after the end of the orQanization's annual accounting period. The law imposes a penalty of$20 a day, up to a maximum of$10,000, when a return is filed late, unless there is reasonable cause for the delay. All exempt organizations (unless specifically excluded) are liable for taxes under the Federal Insurance Contributions Act (social security taxes) on remuneration of$100 or more paid to each employee during a calendar year. Your organization is not liable for the tax imposed under the Federal Unemployment Tax Act (FUTA). Organizations that are not private foundations are not subject to the excise taxes under Chapter 42 of the Code. However, these organizations are not automatically exempt from other federal excise taxes. Donors may deduct contributions to your organization as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to your organization or for its use are deductible for federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. Attachment B -2- NORTHERN ILLINOIS FOOD BANK 36-3203648 Your organization is not required to file federal income tax returns unless it is subject to the tax on unrelated business income under section 511 of the Code. If your organization is subject to this tax, it must file an income tax return on the Form 990-T. Exempt Organization Business income Tax Return. In this |ettor, we are not determining whether any of your organization's present pr proposed activities are unrelated trade or business as defined in section 513 of the Code. . . The law requires you to make your organization's annual return available for public inspection without charge for three years after the due date of the return. If your organization had a copy of its application for recognition of exemption on July 15, 1987, it is also required to make available for public inspection a copy of that application, any supporting documents and the exemption letter to any individual who requests such documents in person or in writing. You can charge only a reasonable fee for reproduction and actual postage costs for the copied materials. The law does not require you to provide copies of public inspection documents that are widely available, such as by posting them on the Internet(World Wide Web). You may be liable for a peh alty of$20 a day for each day you do not make these documents available for public inspection (up to a maximum of$10.ODOinthe case ofaMannual natun). Because this letter could help resolve any quettions about your organization's exempt status and foundation status, you should keep it with the organization's permanent records. If you have any questions, please call us at the telephone number shown in the heading of this letter. This letter affirms your organization's exempt status. Sincerely, • • pr:JZP ' John E. Ricketts, Director,TE/GE Customer Account Services ��� Illinois Department of Revenue ` 7,:• ��6 Office of Local Government Services " �''• m� Sales Tax Exemption Section, 3-520 101 W. Jefferson Street Aitc,° Dcz� ,R: OFFICE OF THE ATTORNEY GENERAL August 11,2009 STATE OF ILLINOIS NORTHERN ILLINOIS FOOD BANK 600 INDUSTRIAL DRIVE Lisa Madigan ATTORNEY GENERAL. ST. CHARLES, IL 60174 RE: RE: Status of NORTHERN ILLINOIS FOOD BANK under the Illinois Charitable Laws CO#01012457 Dear Registrant: This letter is pursuant to your request that the Attorney General confirm the status of NORTHERN ILLINOIS FOOD BANK under the Charitable Organization Laws. This organization is currently registered with the Attorney General's Charitable Trust and Solicitations Bureau as CO#01012457. It is current in the filing of its financial.reports,having filed its report for the period ended June 30,2008. Please let us know if you require further information. Sincerely, is 27A-4---KL_I- Takiyah Martin Bames,Compliance Officer Charitable Trusts Bureau 100 West Randolph Street, 11th Floor Chicago, Illinois 60601 Telephone: (312) 814-2595 Attachment D BYLAWS OF THE NORTHERN ILLINOIS FOOD BANK (Revised September 17, 2009) Article I. Name, Registered Office and Agent and Fiscal Year A. The name of this organization is Northern Illinois Food Bank (hereinafter referred to as "the Food Bank"), an Illinois not-for-profit corporation. B, The Food Bank shall have and continuously maintain a registered agent whose office is identical with such registered office and may have other offices within the State of Illinois as the Board of Directors may determine to be necessary. All corporate records shall be maintained at the registered office. The Executive Director of the Food Bank shall serve as its registered agent. The street address of the Food Bank's registered office is 600 Industrial Drive, St. Charles, IL 60174. C. The Food Bank shall operate on a fiscal year beginning July 1 and ending June 30. Article II. Purposes The Food Bank is committed to providing Hunger Relief to the communities it serves in Northern Illinois by serving as an affiliate member of America's Second Harvest's national network of food banks and by conducting its business practices to include: A. Soliciting donations of edible food from all levels of the food industry; and cash donations and in-kind donations from individuals, companies, foundations, governmental agencies, and other entities as appropriate to provide program and operational funding and support. B. Purchasing, collecting, warehousing, and facilitating the distribution of food to low income or needy people. C. Making food available to member agencies, organizations, and churches, that are expected to have a 501(c)(3)tax exempt status with the Internal Revenue Service, and embrace as their mission the acts of providing emergency food or food boxes for families in need, or providing prepared meals for senior citizens, children, the homeless, the chronically ill or financially challenged individuals or families. D. Offering food assistance programs that will reduce the levels of food insecurity among the residents of the communities it serves. Attachment E Page 1 of 1 E. Advocating an active policy of hunger awareness. Article Ill, Board of Directors ("Board") A. Duties and Responsibilities of the Board. The duties and responsibilities of the Board (individually and as a whole) shall include, but not be limited to, the following: 1. Oversight of the Food Bank; • 2. Establishment or apprOval of the Food Bank's policies; 3. Approval of annual budget and audit of financial statements; 4. Approval of official eligibility requirements for all member agencies; 5. Hiring, terminating, and designating the responsibilities and initial compensation of the President-CEO, and 6. Any other actions necessary in setting policy for the Food Bank and overseeing Food Bank business. B. Membership. The Board shall consist of no less than ten and no more than twenty-four duly elected directors. 1. Appointment of Members. The Board Development Committee, pursuant to Article V of these Bylaws, shall nominate candidates for Board membership to the Board at least one regular meeting prior to the meeting at which the Board is to vote on the candidate's appointment. This nomination process will also apply to those Directors whose first term is expiring but are eligible for a second term pursuant to Article Ill, B. 2. c. of these Bylaws. Directors shall be appointed upon receiving affirmative votes of two-thirds of those members then present but not less than half of the total membership of the Board. 2. Composition. To the extent possible, the composition of the Board will be designed to represent the diverse ethnicity and geography of the Food Bank's service area population. Directors must be committed to the mission of the Food Bank and cannot be affiliated with another organization or company whose actions or operations may conflict with the actions or operations of the Food Bank. a. The President-CEO of the Food Bank shall be a non-voting member of the Board of Directors. Page 2 of 2 b. One Board member shall be a representative of one of the Food Bank's agency partners. This Member shall be nominated by the Board Development Committee and be appointed by the same process as other Board members. The member shall have all privileges and responsibilities accorded all Board members but shall have a membership term of two years. c. Term. The term of a Director shall be four years, except as noted in III. B. 2. b. A Board member's term shall commence immediately upon election and end at midnight on the last day of the third full fiscal year subsequent to his election. As an example, a Board member elected on October 17, 2006 would begin a term the day of election, with said term ending June 30, 2010. A Board member elected July 1, 2007 would begin a term the day of election, with said term ending June 30, 2011. Therefore all terms will be a minimum of three calendar years (if elected on June 30) up to a maximum of four calendar years (if elected on July 1), except as noted in III.B.2.b.No director may serve more than two consecutive terms before his service to the Food Bank as a member of the Board of Directors must be interrupted by a minimum one-year hiatus. After such a hiatus, the Director may again be nominated and elected to the Board according to the provisions of these Bylaws. A Director elected to fill a vacancy shall be elected for the remainder of the unexpired term of his predecessor in office. In such a case, the term shall not be counted towards the two consecutive term limit unless the Director serves more than two years of the term. C. Meetings of the Board of Directors 1. Regular Meetings. The Food Bank's Board of Directors shall meet at least four(4)times during the fiscal year including at least once during each quarter pursuant to a meeting schedule presented to the Board of Directors at the beginning of each fiscal year. 2. Annual Meeting. The Board of Directors of The Food Bank shall hold an annual meeting on such date as the Chair shall designate, unless such date is changed by action of the Board of Directors. Annual reports shall be presented by the standing committee chairmen at this meeting, and other business will be conducted as is deemed necessary. 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chair or Vice-Chair on behalf of the Executive Committee or on behalf of a written request of any five Directors of the Board. Page 3 of 3 4. Conduct of Board Meetings. Board meetings shall be chaired by a Board officer in the following order of precedence: Chair, Vice-Chair, Treasurer, Secretary and Past Chair. If all officers are absent, the meeting will be cancelled. 5. Action without a Meeting. Any action which may be taken at a meeting of Directors may be taken without a meeting if consent is given in writing, including U.S. Mail, electronic mail, facsimile, and personal delivery, to • approve the specific action by the Directors of the Board entitled to vote. • D. Voting 1. Each member of the Board entitled to vote shall have one (1) vote on all matters submitted to the membership. 2. Voting by Proxy. Directors of the Board may authorize the Secretary to vote in his stead. Written authorization, including U.S. Mail, electronic mail, facsimile, and personal delivery must be provided to the Secretary before the vote takes place or by a specified date. 3. Except as otherwise provided by the Bylaws, all action shall be decided by a majority vote of the members present or by proxy. E. Reports of the Board of Directors. The Board of Directors shall maintain minutes of all Board meetings and a written record of all approved policies and procedures. F. Resignation. Any Director may resign at any time by submitting written notice to the Chair, or in their absence, to the Vice-Chair of the Board of Directors. G. Removal. Any Director may be removed, prior to the completion of their term, by the affirmative vote of two-thirds of the Board of Directors. This vote may take place at any regular or special meeting called for that purpose. Reasons for removal include, but are not limited to, conduct detrimental to the interest of the Food Bank as determined by the Board of Directors or failure to attend any three consecutive Board meetings. Any such Director proposed to be removed shall be entitled to at least ten days written notice of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting. H. Conflicts of Interest. Board Members shall abstain from voting on issues on which they have possible conflicts of interest and shall adhere to the Food Bank's Conflict of Interest policy identified herein. Article IV. Executive Officers Page 4 of 4 A. The executive officers of the Food Bank shall be the Chair, Vice-Chair, Past- Chair, Treasurer, Secretary, and President-CEO. B. Eligibility. Any duly elected member of the Board of Directors may be elected and serve as an officer, other than the President-CEO, in the manner prescribed in these Bylaws. Any individual that the Board deems qualified other than a voting member of the Board may be appointed to the position of Executive Director. C. Duties. The duties of the respective officers of the Food Bank shall include, but not be limited to the following: • 1. Chair. The Chair shall serve as the Chair of the Food Bank, shall preside at meetings of the Board of Directors and the Executive Committee, shall have other powers and shall perform such other duties as are vested in him by these Bylaws and may from time to time be vested in him by the Board of Directors. 2. Vice-Chair. a. The Vice-Chair shall preside in the absence of the Chair and shall become familiar with all Board and Committee functions The Vice- Chair shall, in the absence, inability, or refusal of the Chair to act, have all powers and duties devolved from the Chair. b. At the discretion of the Board Development committee, an additional Vice-Chair may be nominated with comparable duties as noted in IVC2a. In the event of the election of this additional Vice Chair to the Executive Committee, and the inability, or refusal, of the Chair to act, the Board Development committee shall designate which Vice Chair shall assume the Chair's powers and duties. 3. Past-Chair. The Past-Chair or a Board Member appointed by the Executive Committee with the concurrence of the Board shall serve as the chair of the Board Development Committee and shall perform such other duties as may from time to time be assigned by the Chair. 4. Treasurer. The Treasurer shall oversee the financial matters of the Food Bank and shall be responsible for the review of all interim and annual financial reports. The Treasurer shall be responsible for the presentation of the financial reports to the Board of Directors and Executive Committee in a timely manner; for the review and presentation of the annual budget to the Board; and the recommendation to the Executive Committee for an independent, certified public accountant for the annual audit. 5. Secretary. The Secretary shall be responsible for keeping the official records of the Food Bank including the minutes of the meetings of the Page 5 of 5 Board of Directors and the Executive Committee. The duties of keeping minutes may be delegated to staff to be performed under his direction. A permanent copy of the Food Bank's records shall be kept at the registered office. 6. President-CEO. The President shall be the chief executive officer of the Food Bank and shall oversee its operations. He shall be responsible for the execution of the strategy and vision of the Board as delegated thereby. • D. Executive Committee. The Executive officers shall together constitute the Executive Committee, and the President-CEO shall serve as a non-voting member of the Executive Committee. 1. Duties and Powers of the Executive Committee a. The Executive Committee shall review Food Bank business and prepare recommendations for approval by the Board of Directors as appropriate. b. The Executive Committee shall be fully empowered to act on behalf of the Board of Directors between meetings when a majority of the members of the Executive Committee concur, except for matters . amending or in conflict with these bylaws. c. The Executive Committee shall conduct an annual evaluation of the President-CEO before the end of the fiscal year and determine the President's compensation, based upon objectives and goals established by the President and approved by the Executive Committee at the beginning of each fiscal year. The Executive Committee shall be empowered to recommend the termination of the President-CEO based upon the lack of performance or actions detrimental to the interests of the Food Bank. d. The Executive Committee shall be responsible for the regular review of and adherence to these bylaws. The Executive Committee shall report to the full Board of Directors on its review of the Bylaws every four years or as needed, commencing from the date of adoption hereof. e. The Executive Committee shall maintain a written record of all its meetings and give a verbal report on its activities at each Board of Directors' meeting. To the extent that closed sessions of the Executive Committee are held, the occurrence of such meetings shall be acknowledged without specific discussion of the events of the meetings. Minutes of any such closed sessions shall be Page 6 of 6 maintained as privileged and classified until such time as a majority of the Board of Directors determines that the interests of the Food Bank are no longer served by maintaining such minutes as privileged; thereafter such closed session minutes shall be declassified. E. Election. Officers other than the President-CEO shall be elected in the following manner. 1. Notice of Election. The Secretary shall notify all Board members entitled to vote of the date, time, and location of any election at least two weeks prior to its occurrence. - 2. Nomination. A Board member may be placed on the ballot for an officer position by two means: a. Board Development Committee i. The Committee may submit a nomination to the Secretary for any officer position anticipated or then vacant no later than four weeks prior to an election. ii. A complete nomination by the Committee shall include written notice from the nominee that he is able and willing to serve and biographical information about the nominee as the Committee so deems appropriate. b. Board Member Nomination i. Any two Board members may submit a nomination to the Secretary for any officer position anticipated or then vacant no later than four weeks prior to an election. ii. A complete nomination by the Board members shall include written notice from the nominee that he is able and willing to serve and biographical information about the nominee as the Committee so deems appropriate. 3. Ballot Certification and Presentation. The Secretary shall present a specimen of the final ballot, which shall include space for write-in candidates, to the Board members. Whenever possible, this specimen shall be provided at least two weeks prior to an election. The Secretary shall certify on the ballot that all candidates duly nominated according to these bylaws are accurately represented on the ballot. 4. Annual Elections. In the case of annual elections when officers are elected to replace current officers with expiring terms, the election shall take place at the final meeting of the fiscal year which shall be as near to July 1 as reasonably possible. If the Executive Committee deems the holding of the election at the final meeting of the fiscal year impractical, it may set an alternative time for the annual election so long as notification Page 7 of 7 is given as provided for herein and so long as it does not occur prior to May 15 or after June 30. 5. Special Elections. When a vacancy exists for any officer position of the Food Bank, the Executive Committee shall expeditiously call a Special Election to be held in a manner consistent with these bylaws. 6. Voting. All voting in an election shall occur by secret ballot unless a single candidate exists for any office in which case a roll call vote may be taken. Immediately upon collection of the ballots, the Secretary shall tally and certify the votes. Two thirds of the members then present and entitled to vote but not less than half of the total membership of the Board shall be required for a candidate to be elected, and the ballots shall be available for inspection upon the request of any Board member during the election meeting. F. Term. The term of office for the executive officers shall be one year and shall commence on the first day of the fiscal year following his election. Each officer shall hold office until earliest of(1) his duly elected successor assumes his responsibilities as prescribed above; (2) his death; (3) his resignation; or (4) his removal from the Board in the manner provided herein. Executive officers may be nominated for and serve multiple consecutive terms, as set forth in Article V.A.4.b., and Article IV.E. G. Removal. Any executive officer may be removed, prior to the completion of their term, by the affirmative vote of two-thirds of the Board of Directors. This vote may take place at any regular or special meeting called for that purpose. Reasons for removal include, but are not limited to, dereliction of duty or conduct detrimental to the interest of the Food Bank as determined by the Board of Directors: Any such Director proposed to be removed shall be entitled to at least ten days written notice of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting. Article V. Committees A. Board Development Committee 1. Chair. The Past Chair shall serve as the chair of the Committee. In the event that the Past President cannot serve as the chair of the Committee, the chair of the Committee shall be a Board member appointed by the Executive Committee with the concurrence of the Board. 2. Membership. The chair of the Committee shall appoint members at his discretion so long as all members are duly elected directors of the Food Bank. Page 8 of 8 3. Purpose. The purpose of the Board Development Committee is to ensure the long-term effectiveness of the Board of Directors by recruiting and developing committed individuals that will contribute positively to the achievement of the Food Bank's purpose. 4. Duties and Powers. The Board Development Committee shall: a. Nominate individuals for membership on the Board pursuant to these Bylaws; b. Nominate Board members for executive officer positions other than Executive Director pursuant to these Bylaws; c. Direct and oversee the orientation of new members of the Board; and d. Any other duties or responsibilities assigned to the Board Development Committee by the Executive Committee or the Board of Directors. 5. Term. Members of the Board Development Committee shall serve for two years or until the earliest of(1) removal by the Committee chair; (2) resignation; or(3)the appointment of a new Committee chair as provided for herein. B. Audit and Assessment Committee 1. Chair. The chair of the Committee shall be a Board member appointed by the Executive Committee with the concurrence of the Board. 2. Membership. The chair of the Committee shall appoint members at his discretion so long as all members are duly elected directors of the Food Bank. 3. Purpose. The purpose of the Audit and Assessment Committee is to provide validation to the Board of the Food Bank's operating and strategic performance. 4. Duties and Powers. The Audit and Assessment Committee shall: a. Oversee all financial and compliance audits; b. Report the findings of each said audit; c. Together with the President-CEO, develop the appropriate key performance indicators that support the Food Bank's operational and strategic plan; d. Oversee and review measurement and evaluation of the key performance indicators of the Food Bank; e. In cases where corrective action is mandated, works with the President-CEO to develop an appropriate plan to remedy the deficiency and reports the plan to the Board; Page 9 of 9 f. Conduct an annual audit of the Strategic Planning Process to ensure that goals and targets are being reached and that Plan matches the Food Bank Mission; g. Oversee the program evaluation process and provide the Board with updates as deemed necessary; and h. Review staff reports on all programs, activities, or initiatives of the Food Bank at least annually. 5. Term. Members of the Audit and Assessment Committee shall serve for two years or until the earliest of(1) removal by the Committee chair; (2) resignation; or (3) the appointment of a new Committee chair as provided - ,for herein. 6. Records. The Committee shall maintain written minutes of each meeting and a written summary of the Committee activities, both of which shall be presented to the Board of Directors at the next meeting of the Board unless said meeting is less than one week subsequent to the Committee meeting or activity in which case the minutes shall be presented by the following meeting. C. Ad Hoc Committees. The Chair or Executive Committee may appoint ad hoc committees as necessary from time to time. Article VI. Finances A. Budget Preparation and Adoption. The Executive Committee shall ensure preparation of the annual budget for review and approval by the Board of Directors. The President-CEO will submit a timeline for preparation and review of the budget for the following fiscal year by April 1 which shall accommodate the reviews required herein. The Treasurer shall review the budget draft with the Finance Director and President-CEO and shall submit the budget draft to the Executive Committee. The Executive Committee shall review and approve the draft and then present it to the Board of Directors for consideration and final approval by June 30th each year. B. Auditor. The Board of Directors upon the recommendation of the Treasurer will approve, annually, the engagement of independent certified public accountants to audit the Food Bank's financial statements. The Board of Directors will also approve and accept the annual audited financial statements and report to management as prepared by the auditor. Article VII. Limitation of Director Liability, Indemnification & Insurance A. Limitation of Director Liability. A Director of the Food Bank shall not be liable to the Food Bank or its members, if any, for monetary damages for an act or Page 10 of 10 • omission in the Director's capacity as a Director. This section, however, does not eliminate or limit the liability of a Director for: 1. A breach of a Director's fiduciary duty and duty of loyalty to The Food Bank or its members, if any, 2. An act or omission not in good faith that constitutes a breach of duty of the Director to The Food Bank or an act or omission that involves intentional misconduct or a knowing violation of the law, 3. A transaction from which a Director received an improper benefit, whether or not the benefit resulted from an action taken within the • scope of the Director's office, or 4. An act or omission for which the liability of a Director is expressly provided for by statute. This Section shall be deemed to incorporate by reference any future amendments to applicable law that further limit or eliminate the personal liability of a Director. B. Indemnification 1. The Food Bank shall indemnify its Directors, officers, employees, and agents to the fullest extent provided by the Illinois Non-Profit Corporation Act or applicable law and any future amendments thereto. The • indemnification provided herein shall not be exclusive of any other rights to which a person may be entitled by law. The indemnification provided for herein shall continue as to any person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors, and administrators of such person for activities occurring during such person's service as a Director or officer for the Food Bank. 2. In addition to the indemnification provided herein, the Food Bank shall have power to make any other or further indemnification, except an indemnification against gross negligence or willful misconduct, under any resolution or agreement duly adopted by a majority of disinterested directors. 3. The Food Bank may purchase and maintain insurance on behalf of any person who holds or who has held any position named in this section against any liability incurred in any such position, or arising out of such status, whether or not the Food Bank would have power to provide indemnification under the Illinois Non-Profit Corporation Act or applicable law. 4. Notwithstanding anything to the contrary contained in these Bylaws, if the Food Bank is ever determined to be a private foundation, as defined in Section 509 of the Internal Revenue Code of 1954, as amended (the Page 11 of 11 "Code"), any indemnification provided for by this Article XI, and any insurance premiums paid on account of such indemnification provisions, shall be limited to the payment or reimbursement of expenses (other than taxes, penalties, or expenses of correction) including attorneys' fees, incurred with respect to the defense of a judicial or administrative proceeding involving 42 U.S.C. or state laws relating to the mismanagement of funds of charitable organizations, if: a. Such expenses are reasonably incurred in connection with such proceeding, b. The defense is successful, or such proceeding is terminated by settlement, and the act or failure to act which led to the liability for tax under 42 U.S.C. was neither willful nor without reasonable cause, and c. The expenses are incurred by or on behalf of an officer or Director of The Food Bank, or any person having powers or responsibilities similar to those of officers or directors, and with respect to any act or failure to act, the employees of The Food Bank having authority or responsibility with respect to such act or failure to act. Article VIII. Organizational Inurement and Dissolution A. Inurement. No part of the net earnings of the Food Bank shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the Food Bank shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II of these Bylaws. No substantial part of the activities of the Food Bank shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Food Bank shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the Food Bank shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Service Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). B. Dissolution. Upon dissolution of the Food Bank, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Food Bank, dispose of all of the assets of the Food Bank exclusively for the purposes of the Food Bank in such manner, or to such organization or organizations organized and operated exclusively for charitable purposes as shall at,the time qualify as an exempt organization or organizations under section 501(c)(3) of the Page 12 of 12 Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Food Bank is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. Article IX. Quorum. A. Board of Directors. A majority of the Board of Directors is required to be present to constitute a quorum for the transaction of business. A vacant seat on the Board shall neither be counted towards nor against quorum. A Director may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment enabling all Directors participating in the meeting to hear one another. Participation in a meeting pursuant to this Section shall constitute a presence in person at such meeting. B. Executive Committee. A majority of the members of the Executive Committee is required to be present to constitute a quorum for the transaction of business. A vacant seat on the Executive Committee shall neither be counted towards nor against quorum. A member may participate in an Executive Committee meeting by means of conference telephone or similar communications equipment enabling all members participating in the meeting to hear one another. Article X. Appropriate Methods of Communication. When communication or notification is required by these Bylaws, acceptable methods of communication shall be limited to U.S. Mail, electronic mail, facsimile and personal delivery. Article Xl. Parliamentary Authority. The rules contained in the current edition of Robert's Rules of Order Newly Revised, a copy of which is attached hereto and is incorporated herein, shall govern the Food Bank in all cases to which they are applicable and in which they are not inconsistent with explicit provisions of these Bylaws, any resolution, passed motion, or action of the Food Bank, or any special rules of order the Food Bank might adopt. Article XII. Amendments to the Bylaws A. Notice, Form. Proposed amendments must be submitted, in writing, to the Executive Committee for review and recommendation and then presentation to the Board of Directors. Members of the Board of Directors must receive written copies of any proposed amendments to these Bylaws at least ten days in advance of the Board meeting at which voting on the amendment will occur. Page 13 of 13 B. Method of Consideration, Vote Required. Following their review, the Executive Committee shall present the proposed amendment to the bylaws with their recommendation for disposition to the Board of Directors. The Board of Directors shall discuss any proposed amendment to these bylaws at the Board meeting following receipt of the written copy. A two-thirds vote of all Board members shall be required for approval. These bylaws were properly approved in accordance with all policies and procedures of the Northern Illinois Food Bank on(date) by a vote of(#)ayes, (#) nays. In witness whereof we have hereunto subscribed our names, Jim Ruprecht, Chair Jeff Clegg, Secretary Date: Page 14 of 14 Northern Illinois Food Bank Board of Directors FY 2010 NAME/POSITION BUSINESS TITLE EXECUTIVE COMMITTEE Jim Ruprecht Thing 1 2 3 Foundation Chair President Gordon Hahn Community Volunteer Vice Chair Craig Sesemann Partner's Warehouse of Illinois Vice Chair President Kara Boyd Kraft Foods Past Chair Director of Finance Floyd Hill UPS Treasurer Controller, North Central Region Jeff Clegg Advantage Sales &Marketing Secretary Midwest Area Director H. Dennis Smith Northern Illinois Food Bank President&CEO BOARD MEMBERS Jan Beckner Chicago Tribune Director, Customer Systems Jeff Flemming Rockford Associates Planners and Architects Anne Hayes St.Elizabeth's Pantry&Soup Kitchen Alicia McCareins, Ph D. RECA LLC President Gary Moe Acosta Sales & Marketing VP-General Manager Keith Nielsen Jewel-Osco President Jeff Norkiewicz Dominick's V.P. Retail Operations Jim Oberweis Oberweis Dairy Chairman Frank Pascoe University of St. Francis Dean of College of Arts and Sciences Francie Portrey AP Events President Peter Schaefer McDonalds Corporation Corporate Vice-President(Retired) Judy Schaefer Sara Lee Corporation Director- Community Investment Director- Sara Lee Foundation John Winton Martin-Brower Chief Financial Officer(Retired) Attachment F RESOLUTION AUTHORIZING APPLICATION FOR CITY OF ELGIN CDBG FUNDS AND EXECUTION OF ALL NECESSARY DOCUMENTS November 19, 2009 Resolution 2010-07 RECITALS WHEREAS, NORTHERN ILLINOIS FOOD BANK (hereinafter referred to as "FOOD BANK") is a not-for-profit corporation organized and existing in accordance with the laws of the State of Illinois; and WHEREAS, the City of Elgin (hereinafter referred to as "CITY"), is a body politic and corporate, organized and existing under the laws of the State of Illinois; and WHEREAS, the CITY is a funding provider for, among other things, not- for-profit organizations which provide necessary and valuable assistance to the . public at large through its CITY OF ELGIN CDBG FUND; and WHEREAS, the FOOD BANK will apply for and accept funding from the CITY, through the CITY OF ELGIN CDBG FUND for the construction of the Community Nutrition and Food Distribution Center at Averill Road, Geneva, Illinois in the amount of$200,000, in its application due December 16, 2009, along with the project described therein as sub-grantee; and WHEREAS, the Food Bank Food Assistance program qualifies as an eligible program under the CITY OF ELGIN CDBG FUND, as the project to be funded by the CITY OF ELGIN CDBG FUND will enable the Food Bank to receive and handle a larger volume of food and store donated and acquired food in a safe, secure manner until it distributes that food to various facilities throughout Elgin; and Attachment G WHEREAS, the FOOD BANK has determined that it is in the best interests of the FOOD BANK to secure CITY OF ELGIN CDBG FUNDS to enable the Food Bank to receive and handle a larger volume of food and store donated and acquired food in a safe, secure manner until it distributes that food to various facilities throughout Elgin; and for the construction of a new facility; and WHEREAS, the City of Elgin Council must approve said application and will require Northern Illinois Food Bank to execute a Funding Agreement and other necessary documents upon such approval; and WHEREAS, the FOOD BANK has agreed to apply for and accept a contract with the City of Elgin and specifically acknowledges that it will comply with all requirements with the CITY OF ELGIN CDBG FUND to enable the Food Bank to receive and handle a larger volume of food and store donated and acquired food in a safe, secure manner until it distributes that food to various facilities throughout Elgin; and, including but not limited to the expenditure/spending guidelines and reporting requirements. NOW, THEREFORE, BE IT RESOLVED by the NORTHERN ILLINOIS FOOD BANK as follows: I. The recitals set forth above are hereby incorporated into this Resolution as if fully set forth herein. II. That the NORTHERN ILLINOIS FOOD BANK agrees to apply for and accept CITY OF ELGIN CDBG FUNDS to enable the Food Bank to receive and handle a larger volume of food and store donated and acquired food in a safe, secure manner until it distributes that food to various facilities throughout Elgin; and to be used in connection with the construction of a new distribution facility in accordance with the terms and conditions attached thereto. III. The FOOD BANK acknowledges that the grant will be utilized for reimbursement of the expense connected with construction, as well as those costs that are pre-approved by the CITY staff. IV. By adoption of this Resolution, the Board of Directors, on behalf of the FOOD BANK acknowledge its obligation to comply with the terms and conditions of the application for and acceptance of CITY OF ELGIN CDBG FUNDS to enable the Food Bank to receive and handle a larger volume of food and store donated and acquired food in a safe, secure manner until it distributes that food to various facilities throughout Elgin; and hereby agrees to timely perform said obligation, including but not limited to, compliance with all spending restrictions, reporting requirements and other guidelines established by the CITY. V. That the President is authorized to execute the CITY OF ELGIN CDBG FUND and application and acceptance documents on behalf of the NORTHERN ILLINOIS FOOD BANK and to take such other and further action as required under the terms and conditions of the BLOCK GRANT application and acceptance. VI. That the President is directed to forward a copy of this Resolution to legal counsel for the NORTHERN ILLINOIS FOOD BANK, O'Brien Law Offices, 300 S. County Farm Road, Ste G. Wheaton, TI, 60187. WHEREFORE, NORTHERN ILLINOIS FOOD BANK, upon due consideration of the matter arid the resolution set forth above have ADOPTED same by vote. th PASSED THIS 19 Day of November 2009. AYES: NAYS: a ABSTAIN: th APPROVED THIS 19 Day of November 2009(7_ James Ruprecht, President -411, f Je gg, ecretary CERTIFICATION I, the undersigned, do hereby certify that I am the Secretary to the Board of Directors of the NORTHERN ILLINOIS FOOD BANK, St. Charles, Illinois, and keeper of the records and files thereof, and that the foregoing is a true, complete and exact copy of Resolution 2010-07 enacted on November 19, 2009 and approved on November 19, 2009 as the same appears from the otficial records of the NORTHERN ILLINOIS FOOD BANK. JefIe , Secretary J — • 'q ,d - LI;, Board of Directors gYi 2 1.."'''''.‘;.7"-- • x' Northern Illinois Food Bank Organizational Chart H.Dennis Smith ,,; '`'i''' P. Eric Albrecht (— E.•artv Director&CEO .e-'r U - f Sieve Encson Sue Ericson ':,� Elizabeth Donovan 01 '' Susan Albrecht Laura Hall Paul Kobler - Pr•rr>a Foxe ma va,.vm Wx,w M W.a uP rvM '�' — Pna> At r•.r,e Pr M.. S. Dincbr d FYnre preCor of Hun•n Ruauw Olr•C>al&,yplY Civin - _ R•.w„ne il iii Peggy Lohman r '1 i - .. G"..L'4`p O0 f3T'�i;=n.`:$kr:T�C Am•,revu .•ry IPTI— Cs9ktt.JO0 ,,, , " d'lt"3`usa:r>:wre •'.Nadine.. Eab'i: '-Tr•,s:F c ,tt.NArPs '1 >r:•r. �a:a..r,.l.i,�' 'S - I -4. • ` t.'_ - 'qh.^ _ •, , , • Gary Knuth I I /1 a` aT, `,I; Dade rconKorckovntl m� Tia Man Jotted Dash ` _- 'l` .)�•', V Pi ,'( GRIB KImtnel ;T Food R•mn7 MvaP•r Fa•e PM oY I.0 vMWr Manger Julie Yurko a Pre r sl _ —II Rita Trailis 'Lt'l' ''Y,:.,"=`i i '' 4,r"P - - SerrarDembomeriomrx wxoarMw••ed Kris Oe5medl YwnHwln,nLuiz P ; y�l AcoMF.a 1+ 'i ''`Ai , ,. ,.,,.., . --i_ r ir 7L Ra ael McGarry Winner T '- .1';,:i..,':-.1,_ r c 'tny, Bryan Kinsey ._ 1 _ _ 6 Cr,.ln Perk _ r Tmn Weleon +.iYl = _ _ ',-. ;v,6; . — Shannon Thompson • � .r, l�'�! ':` rp�r� �q..r. Prmcaon•Menever Amy Dyer .'..;'.i..• AeauJ•r& r k ? �,: ,•�, — Lisa Scoll — rovm rrwl9on P,opnn ..F: Lt 1 �•.L fir- [I :,,:1-,..;;,..r,,-_.I `I { - i�: - I Mary Schmidt A9erRy P.ee' epedelFl t.Car- .., scgr,' • .;t A I '� RerePaor•M '-1'1.1 :.,y.i r`'1'1'..1' ' ;:ty';;,ti; '_i :';°'t> - $arah Brake6etd - '"•••.'Z''''•:''''''":'''^•;•4'j'.i'i .-);`, _s;_},._, _ Chris While si Ken Hasler - Genero F.lde r t•' ';': Jim Biars r f Wr•Ic,a.0.n.„ _1• Tm•Pea.lbn Som.-Ow — Comm.,A P,mk - '3Y; :}y, '•:}4j.t?::1. r.�[:SF{{ RwaPm arrw,Mmpr ,(yy Pmn.•Inp M•mar ��:{ ;" B" RMMwuM JakeA el S'-'_ ,i{�'"_}�.•.?t'•`;ST _�'• �: - ,,.ver P !:T. •rk'Sil�.r:'l.'ln'+. „1• Jac Jacqui Hebeln — Ywmwmuon Pmgr•m .. - -� '3!' I'�. _ __ _, .r A Re ir:C4=• :"G .[•}-.r,:t . ...,Kr:--',-,!';',,I.:4•.' a.I:;''y'= ,": t=: (:�'; 1 r:Cerny - j`s-3' , ;; _ l . , . .... ,. I. 0- ,'.^ - ;ii,' J .. Corinne Boyd - - - a`•;`� - -'f :_i--71':i _ .'?f • - _ Rich Lambert �` '{ ri'1� ',;f< -A-�?:. Guillermo Guardado - Ddre3A •„er• -- - - ' , Rey Zegunis Frank Jeckaon - F �� ,{,. - - [Mw " Pr•caa .kro CAwenator .t J't rrle Peters' - .•#I P.z..Y•t La t., �1 A9mcY.FP 1'• • ,.r... i'''.• ` _ F:''3.Tr. •Fyl"F=X:.r.v.r�, • . :.• _ Gary While Roddy. .,; _ _ r- : � - .r Roberto Rlvetleneyre Dnr.rA Ma11Szei, - - (- .:f .L>" J `i wr.aov Crop a co..•�.ry G,rk,v v, - - w� Pumendo Leal •i` 7' `•; M•,var _ 4, DOW Lindsey Savant 5. — wamry ReP ., � ��'�-• �., °•• ., 1",i." _ Marianne Byanskl WM Co,.,/ Christopher Strupp ,_;.); i;,h,i; ,^', c� Juan Mola onr.rA Hester Bury _ P,�e•e Anon&Amoup ''I„.�.,•,::', wr F G,eois Manager $P.eMal •• r• i� ,�.• &rrbd?N.al•rA a,d�� VldorYDerlroos banlos _ Timothy Jasper • cvroma semre - _ - ,g,`__!;-,' _, Martin Lesema om.rw Repxml•We ..! i.�l"a" .- a” Wstlau.. ' Food Stamp - .. ,=1. Outreach _ i,.)';{i •. Daniel Elias _ Don Malcom ISI PT pol•an• - ; 1 codsrvr••xr parr A Rend)Andresen John Rasmussen ,,,-y. Juan Stena eo•anxOdoro•�ae��w LaM Co.BranchManager— Warehouse Adam Ester • — -- Omer d Der A Matt Medeld ravm.eHrk,v Don Ford ,i John Vasen Kevin Grout Dow 6 - y:' PNam•Pivr Dd. • • - - - JOse Xotla .I' — weetuus• _ Timothy Willing Dover e • •-• Daniel Golden .. BriiOiAi•I•"" _ Jesus taarungo C1a Attachment H Northern Minis Food Bank delivering food assistance to your community CEO & CFO Resume H. Dennis Smith, President & CEO Dennis was appointed Executive Director of Northern Illinois Food Bank in July 1998. He has 30 years of experience in advertising and marketing communications, including having worked for Unilever-owned food companies and his own marketing communications company that specialized in working with companies in the banking, food services, and food ingredient industries. Susan Albrecht, Director of Finance Susan joined NIFB in January of 2004. She has worked as a corporate accountant and as an auditor for a Minneapolis firm. Attachment I Northern Illinois Food Bank Income Statement For the Period from July 01,2009 to November 30,2009 FY 2009 Capital Consolidated Operating Operating Operating Operating 4 Campaign Actual Actual Budget Variance Budget i Actual (Oper+Cap Campaign) REVENUE AND OTHER SUPPORT CONTRIBUTIONS 894,963 787,876 107,087 3,023,026 ) 337,053 1,232,016 FEES/GRANTS GOVT AGENCIES 677,457 649,848 27,6091,053,490 3 - 677,457 SPECIAL EVENTS 46,508 62,000 (15,492) 364,475 il - 46,508 SHARED MAINTENANCE 778,600 707,367 71,233 1,697,679 - 778,600 COST OF VALUE ADDED PRODUCT (105,479) (75,900) (29,579) (178,800)) - (105,479) SALES OF PURCHASED FOODS 1,000,990 1,064,700 (63,710) 2,606,940 1 - 1,000,990 COST OF PURCHASED FOODS (824,568)• (857,250) 32,682 (2,100,450)d - (824,568) HOLIDAY MEAL BOX REVENUE 746,719 598,278 148,441 907,556 ll - 746,719 HOLIDAY MEAL BOX COSTS (464,565) (465,630) 1,065 (652,680)) - (464,565) INVESTMENT, RENTAL&OTHER INCOME 26,152 17,735 8,417 42,564 - 26,152 DONATED GOODS/SVCS 5,681 - 5,681 - _ - 5,681 1 TOTAL REVENUE AND OTHER SUPPORT 2,782,458 2,489,024 293,434 6,763,800 2 337,053 3,119,511 EXPENSES SALARIES&TAXES 1,216,648 1,229,575 (12,927) 3,161,404 3 - 1,216,648 EMPLOYEE BENEFITS 134,202 146,851 (12,649) 355,380 1, - 134,202 RETIREMENT 27,110 31,701 (4,591) 87,084 1 - 27,110 PROFESSIONAL SERVICES 49,852 60,440 (10,588) 96,445 € 5,375 55,227 SUBSCRIPTIONS, DUES 3,444 8,456 (5,013) 21,357 1 1,948 5,391 SUPPLIES 22,352 35,600 (13,248) 54,985 - 22,352 TELEPHONE 18,378 16,017 2,361 37,602 1 - 18,378 MARKET DEVELOPMENT 122,053 146,695 (24,642) 419,565 it, 7,174 129,227 STAFF DEVELOPMENT 5,769 20,820 (15,051) 35,855 = - 5,769 POSTAGE AND SHIPPING 15,162 13,896 1,266 30,982 3 2,968 18,130 TRANSPORTATION 183,674 163,818 19,856 375,221 1 - 183,674 OCCUPANCY 176,976 164,123 12,853 450,708 - 176,976 INSURANCE 66,792 63,000 3,792 162,000 - 66,792 EQUIPMENT RENTAL/MAINTENANCE 15,305 17,560 (2,255) 39,930 1 - 15,305 PRINTING AND PUBLICATIONS 12,980 13,070 (90) 30,025 - 12,980 TRAVEL 31,575 34,405 (2,830) 87,882 i 302 31,877 CONFERENCE/MEETINGS 13,473 16,787 (3,314) 20,712 z - 13,473 DONATED GOODS/SERVICES 5,681 - 5,681 - - 5,681 SPECIAL EVENTS 33,736 40,300 (6,564) 138,575 4 - 33,736 FOOD BANK FEES 19,150 18,450 700 36,900 5 - 19,150 MISCELLANEOUS 22,499 15,425 7,074 42,400 ; 6 22,505 TOTAL EXPENSES 2,196,811 2,256,989 (60,178) 5,685,012 i 17,772 2,214,583 NET INCOME/(LOSS) 585,647 232,035 353,612 1,078,788 319,281 904,928 DEPRECIATION 141,751 159,767 (18,016) 379,665 ? - 141,751 NET INCOME/(LOSS)AFTER DEPRECIATION 443,896 72,268 371,628 699,123 E 319,281 763,177 Attachment J . . • • Northern Illinois Food Bank Financial Statements and. Independent Auditor's Report For the Year Ended June 30,2009 Wolf ez. Company LLP Certified Public Accol:ntants Attachment K «Toff,- Company LLP Nivr A W011 Financial Group Member INDEPENDENT AUDITOR'S REPORT To the Board of Directors Northern Illinois Food Bank We have audited the accompanying statements of financial position of NORTHERN ILLINOIS FOOD BANK (a non-profit organization)as of June 30,2009 and 2008,and the related statements of activities and changes in net assets, functional expenses and cash flows for the years then ended. These financial statements are the responsibility of the Food Bank's management. Our responsibility is to express an opinion on these financial statements based on our audits. • We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining,on a test basis,evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects,the financial position of Northern Illinois Food Bank as of June 30,2009 and 2008,and the changes in its net assets and cash • flows for the years then ended,in conformity with accounting principles generally accepted in the United States of America. In accordance with Government Auditing Standards,we have also issued our report,dated September 29,2009, on our consideration of Northern Illinois Food Bank's internal control over financial reporting and on our tests of its compliance with certain provisions of laws,regulations,contracts and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in assessing the results of our audits. Oak Brook,Illinois ois W 6_46 fi lara a��+f 1. L f September 29,2009 1 2100 Clearr:ate.r lime Oak Drooi, Illinois r, 0.565 4;00 mate 6,i(1 874.7818 Gtx \t'V.'R w1( rCDa c(,m CONTENTS PAGE Independent A ud hoes Report 1 Financial Statements: Statements of Financial Position 2-3 Statements of Activities and Changes in Net Assets 4-5 Statements of Functional Expenses 6-7 Statements of Cash Flows 8 Notes to Financial Statements 9-15 NORTHERN ILLINOIS FOOD BANK STATEMENT OF FINANCIAL POSITION June 30,2009 ASSETS Temporarily Unrestricted Restricted Total Current assets: Cash and cash equivalents $ 1,294,123 $ 520,712 5 1,814.835 Investments 637,300 - 637,300 Accounts receivable 234,246 136,676 370,922 Contributions receivable,current portion - 151,255 151,255 Inventory 6,012,389 - 6,012,319 Prepaid expenses 26,264 - 26,264 Total current assets 8,204,322 808.643 9,012,965 Property and equipment,net of accumulated depreciation 5,164,035 516,298 5.680.333 Other assets: Contributions receivable,less current portion - 399,694 399,694 Deposits and coupons 818 - 818 818 399,694 4-00,512 Total assets S 13,369,175 $ 1,724,635 5 15.093.810 L1ABILITIES AND NET ASSETS Current liabilities: Accounts payable $ 261,430 $ 143,252 $ 404,682 Accrued wages 188,754 - 188,754 Other accrued expenses 231,350 802,368 1,033,718 Line of credit 804,443 - 804,443 Due to agencies 44,127 - 44.127 Total current liabilities 1,530.104 945.620 2,475.724 Net assets: Unrestricted net assets: Designated by the Board of Directors for. General operations 485,448 - 485,448 Capital improvement 105,000 - 105,000 Equipment purchases 96,200 - 96,200 Facilities expansion 104,800 • 104,800 Undesignated 11.047.623 • 11.047,623 Total unrestricted net assets 11,839,071 - 11,839,071 Temporarily restricted net assets • 779,015 779,015 Total net assets 11.839,071 - 779,015 12,618.086 Total liabilities and net assets $13.369.175 5 1.724.635 S!5.093,810 See;.c:ompan:ine notes to financial statements. NORTHERN ILLINOIS FOOD BANK STATEMENT OF FINANCIAL POSITION June 30,2008 ASSETS Temporarily Unrestricted Restricted Total Current assets: Cash and cash equivalents 5 455,487 5 479,004 $ 934,491 Investments 895,189 - 895,189 Accounts receivable 213,317 - 213,317 Inventory 3,717,443 - 3,717,443 Prepaid expenses 20,820 - 20,820 Total current assets 5,302,256 479,004 5,781,260 Property and equipment,net of accumulated depreciation 2,707,472 516,298 3,223,770 • Other assets: Deposits and coupons 2,818 - 2,818 Total assets S 8,012,546 S 995,302 $ 9,007,848 • LIABILITIES AND NET ASSETS Current liabilities: Accounts payable• $ 158,021 $ - $ 158,021 Accrued wages 157,912 - 157,912 Other accrued expenses 271,204 - 271,204 Due to agencies 83,773 - 83,773 Total current liabilities 670,910 - 670,910 Line of credit 852,443 852,443 Total liabilities 1,523,353 - 1.523,353 Net assets: Unrestricted net assets: Designated by the Board of Directors for: General operations 485,448 - 485,448 Capital improvement 105,000 105,000 Equipment purchases 96,200 - 96,200 Facilities expansion 104,800 104,800 Undesignated 5,697,745 - 5.697,745 Total unrestricted net assets 6,489,193 - 6,489,193 T emporasily restricted net assets - 995,302 995,302 Total net assets 6,489.193 995.302 7,48i.495 Total liabilities and net assets 5 8.012.546 $ 995,302 S 9.007.848 See accompanying notes to financial statements. NORTHERN ILLINOIS FOOD BANK STATEMENT OF ACTIVITIES AND CHANGES IN NET ASSETS For the Year Ended June 30,2009 Unrestricted Food Bank Donated Total Temporarily Operations Food Unrestricted Restricted Total Support and revenue: Contributions and grants S 3,734,771 5 - 5 3,734,771 5 1,442,534 S 5,177,305 Fees and grants from government agencies 6,001,156 - 6,001,156 - 6,001,156 Program service fees 4,544,582 - 4,544,587 - 4,544,587 Rental income 24,560 - 24,560 - 24,560 Investment income 31,008 - 31,008 - 31,008 Other income 18,010 - 18,010 - 18,010 Donated goods and services 29,611 38,423,183 38,452,794 - 38,452,794 Total support and revenue 14.383,703 38.423,183 52,806.886 1,442,534 54,249;420 Net assets released from restrictions 1,658,821 - 1,658,821 (1.658.821) - Expenses: Programs: Food Bank operations 10,571.228 37.057,765 47,628,993 - 47,628,993 Supporting services: Management and general 506,206 - 506,206 - 506,206 Fund raising 980,630 - 980,630 - 980,630 Total supporting services 1,486,836 - 1,486.836 - 1,486.836 Total expenses 12,058,064 37,057,765 49,115,829 - 49,115.829 Change in net assets 3,984,460 1,365,418 5,349,878 (216,287) 5,133.591 Net assets: Beginning of year 3,325,149 3,164,044 6,489,193 995,302 7,484,495 End of year 5 7.309.609 5 4,529,462 5 11.839.071 5 779.015 $ 12.618,086 Sec accorpanyine no:es to.,.?;nc:a'sL7:ements. 4 NORTHERN ILLINOIS FOOD BAtA. STATEMENT OF.4CTIVITIES AND CHANGES 1N NET ASSET` Fol the Year Ended June 30, 2008 Unrestricted Food Bank Donated Total Tempora:ily Operations Food Unrestricted Restricted Total Support and revenue: Contributions and grants 5 2,424,075 5 - 5 2,424,075 S 620,435 $ 3,044,510 Fees and grants from government agencies 3,165,386 - 3.165,386 - 3,165,386 Program service fees 3,670,420 - 3,670,420 - - 3,670,420 Rental income 24,560 - 24,560 - 24,560 investment income 33,682 - 33,682 - 33,682 Other income 36,743 - 36,743 - 36,743 Donated goods and services 24,506 25,686,834 25,711,340 - 25,711.340 Total support and revenue 9,379,372 25,686,834 35,066.206 620,435 35,686,641 Net assets released from restrictions 246.274 - 246,274 (246,274) - Expenses: Programs: Food Bank operations 7,673,766 26,029,836 33,703,602 - 33,703,602 Supporting services: Management and general 490,339 - 490,339 - 490,339 Fund raising 965,713 - 965,713 - 965,713 Total supporting services 1,456,052 - 1,456.052 - 1,456.052 Total expenses 9.129.818 26,029,836 35,159,654 - 35,159.654 Change in net assets 495,828 (343,002) 152,826 374,161 526,987 Net assets: Beginning of year 2,829.321 3,507.046 6.336.367 621.141 6,957,508 End of year $ 3.325,149 $ 3,164,044 S 6,489,193 5 995.302 $ 7.484.495 Sc:accompacym_notes to Gnanc,al statements. NORTHERN ILLINOIS FOOD BANK STATEMENT OF FUNCTIONAL EXPENSES . For the Year Ended June 30,2009 Programs Supporting Services Food Bank Management Operations and General Fund Raising Total Employee expenses: Staff salaries $ 1,640,425 S 355,982 5 301,269 $ 2,297,676 Payroll taxes 150,791 33,345 28,229 • 212,365 Health insurance 189,466 25,052 31,494 246,012 Retirement plan 35,958 10,321 7,849 54,128 • Total employee expenses 2,016,640 424,700 368,841 2,810,181 Other expenses: ' Supplies 241,401 . 2,049 1,645 245,095 Transportation 392,813 - 118 392,931 Maintenance 46,905 - - 46,905 Professional/consulting fees 60,914 12,976 93,233 167,123 Consulting fees(subscription) 15,751 2,539 13,334 31,624 Telephone • 29,184 4,813 920 34,917 Postage and shipping 23,905 4,182 5,621 33,708 Equipment 77,271 1,345 3,517 82,133 Mortgage interest 60,898 2,100 2,100 • 65,098 Rent 121,855 - - 121,855 Electric 108,035 3,400 3,400 114,835 Heating and gas 69,619 2,800 2,800 75,219 Water and sewer 1,638 58 58 1,754 Garbage 49,168. 201 201 49,570 Printing 8,442 1,008 15,808 25,258 Conferences and meetings 81,197 1,734 3,742 86,673 Promotional 203,415 - 306,304 509,719 _- Volunteer development 5,585 9,725 35 15,345 Insurance 135,088 10,992 4,286 150,366 Licenses,fees and permits 38,656 - - 38,656 Miscellaneous 21,772 4,522 21,387 47,681 Fund raising 7,566 2,250 118,468 128,284 Food distributions 39,883,928 - - 39,883,928 Donated goods and services 29,612 - - 29,612 Purchased food distributed 3.587,079 - - 3,587,079 Total other expenses 45,301,697 66,694 596,977 45,965,368 Total expenses before depreciation 47,318,337 491,394 965,818 48,775,549 Depreciation of buildings and equipment 310.656 14,812 14.812 340.280 Total expenses $ 47.628.993 5 506.206 5 980.630 5 49,115,829 Sec accompanying notes to financial statements. 6 NORTHERN 1LL1NOIS FOOD BANK: STATEMENT OF FUNCTIONAL EXPENSES For the Year Ended June 30,2008 Programs Sunponine Services Food Bank Management Operations and General Fund Raising Total Employee expenses: Staff salaries S 1,353,630 5 361,068 5 320,306 $ 2,035,004 Payroll taxes 129,221 31,686 29,973 190,880 Health insurance 148,731 19,532 31,263 199,526 Retirement plan 31,492 9,688 7.685 48,865 Total employee expenses 1,663,074 421,974 389,227 2,474,275 Other expenses: Supplies 233,433 1,351 1,910 236,694 Transportation 406,529 - - 406,529 Maintenance 57,262 - - 57,262 Professional/consulting fees 50,494 13,114 101,404 165,012 Consulting fees(subscription) 12,062 7,287 7,254 26,603 Telephone 31,282 4,269 1,100 36,651 Postage and shipping 8,091 2,865 4,930 15,886 Equipment 66,921 1,105 1,105 69,131 Mortgage interest 46,952 - 2,200 22o0 51,352 Rent 98,621 - - 98,62] Electric • 95,590 3,050 3,050 101,690 Heating and gas 54,202 2,000 2,000 58,202 Water and sewer 1,474 47 47 1,568 Garbage 35,439 100 100 35,639 Printing 13,896 868 2,091 16,855 Conferences and meetings 72,633 1,350 960 74,943 Promotional 63,609 - 325,157 388,766 Volunteer development 2,602 5,019 785 8,406 insurance 134,296 4,286 4,286 142,868 Licenses,fees and permits 31,535 - - 31,535 Miscellaneous 28,397 1,492 14,675 44,564 Fundraising 11,043 3,150 88,620 102,813 Food distributions 27,581,127 - - 27,581,127 Donated goods and services 24,506 - - 24,506 Purchased food distributed 2,611,919 - - 2,611,919 Total other expenses 31,773,915 53.553 561,674 32.389,142 Total expenses before depreciation 33,436,989 475.527 950,901 34,863,417 Depreciation of buildings and equipment 266,613 14.812 14.812 296,237 Total expenses 5 33,703.602 5 490,339 5 965.713 5 35.159.654 See accontpartying notes to financial statements. NORTHERN ILLINOIS FOOD BANK STATEMENTS OF CASH FLOWS For the Year Ended June 30, 2009 2008 Cash flows from operating activities: Cash received from support and revenue $ 12,263,203 $ 8,389,875 Cash paid to suppliers and employees (8,840,792) (7,068,482) Net cash provided by operating activities 3,422,411 1,321,393 Cash flows from investing activities: Purchase of property and equipment (1,451,959) (386,671) (Proceeds from sale)purchase of investments 257,892 (431,742) Net cash used in investing activities (1,194,067) (818,413) Cash used in financing activities: Principal payments on hank loans (1,348,000) (48,000) Net increase in cash and cash equivalents 880,344 454,980 Cash and cash equivalents: Beginning of year 934,491 479,511 End of year $ 1,814,835 $ 934,491 1. Reconciliation of changes in net assets to net cash provided by overatine activities: . Change in net assets $ 5,133,591 $ 526,987 Adjustments to reconcile change in net assets to net cash provided by operating activities: Depreciation 340,280 296,237 Non-cash contributions received (41,995,229) (26,917,781) Non-cash contributions made 39,883,928 27,592,010 Changes in operating assets and liabilities: Increase in accounts receivable (157,605) (48,439) Increase in contributions receivable (550,949) - Increase in purchased inventory (224,832) (64,793) (Increase)decrease in prepaid expenses (5,444) 18,669 Increase in accounts payable 246,661 43,882 Increase(decrease)in accrued expenses 793,356 (157,643) Decrease in other assets (2,000) (208) Increase(decrease)in due to agencies (39,346) 32,472 Total adjustments (1,711,180) 794,406 Net cash provided by operating activities $ 3.422,411 $ 1.321.393 Sunnlemental disclosure of non-cash investing and financing actvities: Purchase of land financed by a bank loan $ 1.300.000 8 - See accompanying notes to financial statements. 8 1UHERN ILLINOIS FOOD BANK NOTES TO FINANCIAL STATEMENTS 1. Organization Northern Illinois Food Bank (the "Food Bank") was organized as a not-for-profit corporation under the laws of the State of Illinois on September 15, 1982, The Food Bank is a member of America's Second Harvest,the Nation's Food Bank Network. The mission of the Food Bank is to provide nutritious food to all those in need through our own efforts and those of our non-profit partners. The Food Bank provides leadership to serve the disadvantaged by effectively securing and distributing food and related products to agencies serving those in need and to develop an awareness of hidden hunger and initiate programs designed to eliminate it The Food Bank's major sources of revenue are received from contributions,grants and program service fees. 2. Summary of Significant Accounting Policies Basis of Accounting-The financial statements of the Food Bank have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP") and, accordingly, reflect all significant receivables, payables and other liabilities. The significant policies followed are described below to enhance the usefulness of the financial statements to the user. Basis of Presentation - Financial statement presentation follows the recommendations of the Financial Accounting Standards Board in its Financial Accounting Standards ("SFAS") No. 117, Financial Statements of Not-For-Profit Organizations. Under SFAS No. 117,the Food Bank is required to report information regarding its financial position and activities according to three classes of net assets based on the absence or existence and nature of donor imposed restrictions as follows: Unrestricted Net Assets - Amounts included in this class represent resources not subject to donor imposed restrictions which can be used for any purpose consistent with the mission of the Food Bank. Unrestricted net assets may be further classified into designated and undesignated with designated assets representing funds set aside at the discretion of the Board for certain purposes. • Temporarily Restricted Net Assets - Amounts in this class represent resources that are subject to specific donor imposed restrictions to be used for a specific purpose or a stated period of time. Permanently Restricted Net Assets - Amounts in this class represent resources which are to be permanently used for a specific purpose determined by the donor. There were no permanently restricted net assets as of June 30,2009 and 2008. Cash and Cash Equivalents - For purposes of the statement of cash flows, the Food Bank considers all highly liquid investments purchased with an initial maturity of three months or less to be cash and cash equivalents. Money market funds maintained in brokerage accounts are considered to be investments in the statement of financial position. Contributions-The Food Bank accounts for contributions in accordance with the recommendations of the Financial Accounting Standards Board in SFAS No. 116, Accounting for Contributions Received and Conmiburivru Made. Contributions, including unconditional promises to give, arc reccognized as revenues in the period received. Conditional promises to give are not recognized until they become unconditior,a1; that is,when the conditions on which ,.d are s.:bs ruaial'v ..et. 9 NORTHERN ILLINOIS FOOD BANK NOTES TO FINANCIAL STATEMENTS 2. Swnmary of Significant Accounting Policies(Cont.) Contributions(cont.)- All contributions are considered to be available for unrestricted use unless specifically restricted by the donor. Amounts received that are designated for future periods or restricted by the donor for specific purposes are reported as temporarily restricted or permanently restricted support that increases those net asset classes. When a temporary restriction expires, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statement of activities as net assets released from restriction. Investments-Investments are reported at their fair values. Unrealized gains and losses are included in the change in net assets. Property and Equipment - Property and equipment are stated at cost, with the exception of donated property which is recorded at fair market value on the date of the donation. All expenditures for property and equipment over$2,500 are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Useful Lives Building and improvements 5-39 years Furniture and equipment 5-10 years Computers 3 years Vehicles 5 years Maintenance and repair costs are expensed as incurred. Donations of property are reported as unrestricted support unless the donor has restricted the donated asset to a specific purpose. Assets donated with explicit restrictions regarding their use and contributions of cash that must be used to acquire property and equipment are reported as restricted support Absent donor • "' stipulations regarding how long those donated assets must be maintained, the Food Bank reports. expirations of donor restrictions when the donated or acquired assets are placed in service as instructed by the donor, Contributed Services- Contributions of services are recognized as revenue by the Food Bank when the services received either create or enhance non-financial assets or require specialized skills,are provided by individuals possessing these skills,and would typically need to be purchased if not provided by donation. A substantial number of volunteers provide non-specialized services to the Food Bank throughout the year; however,no amounts are recorded in the financial statements. Income Tax Status- The Food Bank is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. However, income from certain activities not directly related to the Food Bank's tax-exempt purpose is subject to taxation as unrelated business income. Accounts Receivable - Accounts receivable are valued at management's estimate of the amount that will ultimately be collected. The Food Bank uses the direct write-off method for uncollectible accounts. Concentrations-The Food Bank routinely maintains balances at financial institutions in excess of federally insured amounts. 0 NORTHERN ILLINOIS FOOD BANK NOTES TO FINANCIAL STATEMENTS 2. Summary of Sisnificant Accounting Policies(Cont.) Inventory - Purchased inventory is valued at lower of cost or market, using the first-in, first-out method. Donated inventory is valued based on a survey published by Feeding America(formerly America's Second Harvest). Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues,expenses,gains and losses during the reporting period. Actual results could differ from those estimates. Fair Value Measurements - In September 2006, the Financial Accounting Standards Board issued Statement No. 157("SFAS No. 157"),Fair Value Measurements. SFAS No. 157 was issued to establish a single definition of fair value and a framework for measuring fair value in generally accepted accounting principles that is intended to result in increased consistency and comparability. The statement also expands disclosures about fair value measurements. SFAS No. 157 applies whenever other authoritative literature requires or permits fair value measurements,but does not expand the use of fair value. SFAS No. 157 is effective for financialstatements issued for fiscal years beginning after November 15, 2007; however, implementation has been deferred until fiscal years beginning after November 15,2008 for all nonfinancial assets and Iiabilities,except those that are recognized or disclosed at fair value in the financial statements on a recurring basis(at least annually). The Food Bank has adopted the provisions of this statement in 2009 as it relates to financial assets and liabilities. The Food Bank is in the process of determining the impact of adopting this standard in 2010 as it relates to nonfinancial assets and liabilities. • Accounting for Uncertain Tax Positions-The Food Bank has elected to defer implementation of FIN 48, Accounting for Uncertainty in Income Taxes, until 2010 as permitted by("FSP") FIN 48-3. The Food Bank does not expect the adoption of FIN 48 will have a material effect on its financial position,results of operations or cash flows. 3. Contributions Receivable Contributions receivable at June 30,2009 include the following: Receivable in less than one year $ 155,793 Receivable in one to five years 432.290 Total contributions receivable 588,083 Less discount to present value (37,134) Net contributions receivable $ 550,949 Amounts receivable are discounted at 3%. 11 NORTHERN ILLINOIS FOOD BANK NOTES TO FINANCL&L STATEMENTS 4. Fair Value Measurements SFAS No. 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price), that is in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS No. 157 also establishes a fair value hierarchy which requires an entity to maximize the.use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1: Quoted prices(unadjusted)for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities,quoted prices in markets that are not active,and other inputs that are observable or can be corroborated by observable market data. Lave/3: Significant unobservable inputs that reflect a company's own assumptions about the assumptions that market participants would use in pricing an asset or liability. Investment securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices for similar assets, if available. If quoted prices are not available,fair values are measured using matrix pricing models, or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves,prepayment speeds,and default rates. Recurring Level 1 securities would include U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets. Recurring Level'2 securities include U.S. government agency securities, U.S. government sponsored agency securities, mortgage-backed securities, collateralized mortgage obligations and municipal bonds. Where Level I or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. Fair values of assets and liabilities measured on a recurring basis at June 30,2009 are as follows: Fair Value Measurements at June 30,2009 Using Quoted Prices in Active Markets for Significant Identical Other Significant Assets/ Observable Unobservable Liabilities Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Certificates of deposit $ 392,000 - $ 392.000 $ - Money marl:et fund 245.300 - 245.300 - Total $ 637.300 $ - $ 637.300 $ - 12 NORTHERN ILLINOIS FOOD BANK NOTES TO FINANCIAL STATEMENTS 5. lnvesnnents The cost and fair value of investments held by the Food Bank as of June 30,2009 and 2008 consist of the following: 2009 2008 • Fair Fair Cost Value Cost Value Cash equivalents $ 245,300 $ 245,300 $ 600,568 $ 600,568 Certificates of deposit 392,000 392,000 294,000 294,621 $ 637,300 $ 637,300 $ 894,568 $ 895,189 The investment return as of June 30 is as follows: 2009 2008 Interest $ 25,930 $ 29,383 Dividends 5,078 6,177 Realized loss on sale of securities - (1,257) Unrealized loss - (621) $ 31,008 $ 33,682 6. Inventory Inventory at June 30 is comprised of the following: 2009 2008 • Donated $ 4,537,339 $ 3,183,701 Purchased 642,746 420,478 USDA(EPP) 820,523 113,264 Food for families 11,781 - $ 6,012,389 $ 3,717,443 NORTHERN ILLINOIS FOOD BANK NOTES TO FINANCIAL STATEMENTS 7. Property and Equipment The Food Banks property and equipment at June 30,2009 and 2008 are summarized as follows: 2009 2008 Land $ 750,000 $ 750,000 Averill Road property 152,318 32,938 Averill land 2,304,942 - Buildingandimprovements 3,218,196 3,212.201 Furniture and equipment 489,164 453,175 Computer 295,008 236,862 Vehicles 1,207,047 979,540 8,416,675 5,664,716 Less: accumulated depreciation 2,736,342 2,440,946 $ 5,680,333 $ 3,223,770 8. Line of Credit The Food Bank is obligated under a Iine of credit agreement dated February 13,2003, in the amount of $1,503,420, bearing interest originally at 5.5%and adjusted annually. At June 30,2009,the interest rate was 5.75%. Monthly payments of interest are required with any unpaid principal due in a balloon payment on January 13,2010. The note is secured by a mortgage and assignment of rents. At June 30,2009 and 2008,$804,443 and$852,443,respectively,was outstanding. Interest paid on this obligation was$65,098 and$51,352 for the years ended June 30,2009 and 2008,respectively. 9. Operating Leases The Food Bank leases the facilities for its branch locations under operating leases. The leases are for one- year terms with provisions for renewal. Expense under these leases was$121,855 and$98,621 for 2009 and 2008,respectively. 10. Temporarily Restricted Net Assets Temporarily restricted net assets at June 30 consist of the following: 2009 2008 I'unpose restricted,primarily programs S 262,717 $ 479,004 Twenty year use restriction on building expiring in 2016 516.298 516.298 S 779.015 5 995.302 NORTHERN ILLINOIS FOOD BANK NOTES TO FINANCIAL STATEMENTS 7. Property and Equipment The Food Bank's property and equipment at June 30,2009 and 2008 are summarized as follows: 2009 2008 • Land $ 750,000 $ 750,000 Averill Road property 152,318 32,938 Averill land 2,304,942 - Building and improvements 3,218,196 3,212.201 Furniture and equipment 489,164 453,175 Computer 295,008 236,862 Vehicles 1,207,047 979.540 8,416,675 5,664,716 Less: accumulated depreciation 2,736,342 2,440,946 $ 5,680,333 $ 3.223,770 8. Line of Credit The Food Bank is obligated under a line of credit agreement dated February 13,2003,in the amount of $1,503,420,bearing interest originally at 5.5%and adjusted annually. At June 30, 2009,the interest rate was 5.75%. Monthly payments of interest are required with any unpaid principal due in a balloon payment on January 13,2010. The note is secured by a mortgage and assignment of rents. At June 30,2009 and 2008,$804,443 and$852,443,respectively,was outstanding. Interest paid on this obligation was$65,098 and$51,352 for the years ended June 30,2009 and 2008,respectively. 9. Operating Leases The Food Bank leases the facilities for its branch locations under operating leases. The leases are for one- year terms with provisions for renewal. Expense under these leases was $121,855 and$98,621 for 2009 and 2008,respectively. 10. Temporarily Restricted Net Assets Temporarily restricted net assets at June 30 consist of the following: 2009 2008 Purpose restricted,primarily programs S 262,717 $ 479,004 Twenty year use restriction on building expiring in 2016 516.298 516.298 5 779.015 S 995.302 14 NORTHERN ILLINOIS FOOD BANK NOTES TO FINANCIAL STATE1v1ENTS 11. Food Distribution During the years ended June 30,2009 and 2008,the Food Bank distributed approximately 17,288,301 and 13,965,973 pounds of donated food, respectively,to member agencies. The distributed food is valued at 52.13 and $1.75 per pound, which amounts to $36,744,442 and $26,029,836 in 2009 and 2008, respectively. The value of donated food on hand at June 30,2009 and 2008 is reported on the statement of • financial position and in Note 6 in accordance with the provisions of SFAS No. 136, Transfers of Assets to a Not-for-Profit Organization or a Charitable Trust That Raises or Holds Contributions for Others,which requires the Food Bank to record the value of donated food as inventory and revenue when the Food Bank has unilateral power to redirect the transfer of the food to another beneficiary. 12. Retirement Plan The Food Bank sponsors a deferred compensation plan qualified under Section 401(k) of the Internal Revenue Code. The plan covers all eligible employees and is subject to a vesting schedule for employer contributions. The Food Bank contributes annually 2%of considered compensation and also provides for a matching contribution on 50%of employee contributions,up to 2%. For the years ended June 30,2009 and 2008,employer contributions were$54,128 and$48,865,respectively. 13. Related Parties One of the board members provided architectural services to the Food Bank and received$135,775 in fees. A second board member received 56,081 in legal fees. . • 15 . . Northern Illinois Food Bank Food Distribution and Community Nutrition Center Budaet Site Improvements $ 1.526.000 Substructure $ 750.000 Superstructure $ 1.836.000 Exterior Enclosure $ 1.423.200 Interiors $ 1.221.000 Furnishings $ 15.400 Equipment $ 115.400 Vertical Circulation $ 128.900 Mechanical $ 1.850.100 Electrical $ 1.400.000 General Requirements (insurance, permits, $ 1.440.000 general conditions) Design/Engineering $ 227.000 Subtotal $11.942.000 Contractor' Fee 596 $ 597.000 TraffinImpact Fees $ 420.270 TOTAL $12.059.270 Fundraising To date (November 2009) NIFB has fully paid for the land ($2.3 million) and raised$1.8 million towards construction.The Board has set a target of May 2010 to break ground and is investigating issuing Tax Free Municipal Bonds to finance the construction, while continuing to raise funds from corporate,foundation and individual donors. We have selected a contractor and are in the process of negotiating a construction contract. Major Donors Include: Illinois State $ 542.000 Jewel-Osco Challenge Grant $400,000 Thing 1-2-3 Foundation Challenge Grant $ 600,000($300,000 Challenge Grant) Illinois Tool Works $250,000 DuPage County CDBG $ 180.120 Ham ill Family Foundation $ 15O.00O Kane County CDBG $ 140,000 Christopher Family Foundation $ 100,000 Kane County Riverboat Fund $ 1OO.UOO Anonymous $ 1OO.OUO Grainger Foundation $ 11O.O0O Tellabs Foundation $ 05.000 Exelon $ 37.500 Shodeen Family Foundation $ 25.000 (5 year pledge) Community Foundation of Fox River Valley $ 20.000 (on start of construction) Trustmark Foundation $ 16.000 Pendinoorantapplications include: Bill Foster Congressional Appropriation $1.000.000 McCormick Foundation $ 500.000 DuPage County CDB3 $ 425.000 Naperville CDBG $ 300.000 Dominick's $ 250.000 Elgin CDBG $ 200.000 Alfred Bersted Foundation $ 50.000 Union Pacific $ 30'000 Corn munity Bank Wheaton/Glen Ellyn $ 25.000 Proposals pending for individual major donors $ 400.000 Attachment N ci) q 0 0 O 0 (;),,? .. 0 0 - ROCKFORD .ES—F._I, _IL _SL__ -p4r. _.B.L —��. •� -- ASSOC1A'I'2S tt ;; oI 4LANNtIts4.11ttalltkttE ._ 1 ' �__tI.•tI _—1___�-n_ _J--__—J__.JI__ - t _—I__—__l__ _t 4_ .31 r1.1441-4,41/ . _ —__►L...- 4 -- - E _—. _ - - - - INNtilthititIN ItlL Rtlt1 ltAT tlY --"-I-- _ - I: "�'I I I I n t I I I II I I I 111 1 I I 1 11 1 I I I II I I 1 IRI - =EJ 8 -j-- 1•---TIT- 1.171---Ir—I-11-41-71-14 11l l F- T- !-'l—411- HH -IT III.-1-4-11 1-r--1- —HHI-F�-Ply-1— C L 1 tl N.. 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I I I I ,...bMMISSIUiifORMi:R_:S 1I I III ,I I I 1 II 1 I 1 1458,00 •� - aL_ Rei ., .. >< r — __ ..` _1'_ac -. a liNEk1 NUMtlE1C, s V U CCS O O O til C.O OO O O 0 A 1 0 2 �[a, SFOOND FLOOR PLA EXHIBIT B ASSURANCES The SUB-RECIPIENT hereby warrants and represents that it will comply with the regulations, policies, guidelines and requirements with respect to the acceptance and use of CDBG funds in accordance with the ACT and the City of Elgin policies. Also, the SUB-RECIPIENT certifies with respect to the grant that: 1. It possesses legal authority to make a grant submission to the CITY and to execute a community development and housing program; 2. Its governing body has duly adopted or passed as an official act, a resolution, motion or similar action authorizing the person identified as the official representative of the SUB-RECIPIENT to execute the Agreement, all understandings and assurances contained herein, and directing the authorization of the person identified as the official representative of the SUB-RECIPIENT to act in connection with the execution of the Agreement and to provide such additional information as may be required. 3. Prior to submission of its application to the City,the SUB-RECIPIENT has: (A) Met the citizen participation requirements of 570.301(b)and has provided citizens with: (1) The estimate of the amount of CDBG funds proposed to be used for activities that will benefit persons of low and moderate income; and (2) Its plan for minimizing displacement of persons as a result of activities assisted with CDBG funds and to assist persons actually displaced as a result of such activities; (B) Prepared its application in accordance with the policies of the City of Elgin and made the application available to the public; 4. The grant will be conducted and administered in compliance with: (A) Title VI of the Civil Rights Act of 1964(Pub. L. 88-352 42 U.S.C. Sec 2000d et seq.)and implementing regulations issued at 24 CFR Part I; (B) Title VIII of the Civil Rights Act of 1968 (Pub. L. 90-208), as amended; and that the SUBGRANTEE will administer all programs and activities related to housing and community development in a manner to affirmatively further fair housing; (C) Section 109 of the Housing and Community Development Act of 1974, as amended; and the regulations issued pursuant hereto; (D) Section 3 of the Housing and Urban Development Act of 1968,as amended; (E) Executive Order 11246-Equal Opportunity, as amended by Executive Orders 11375 and 12086,and implementing regulations issued at 41 CFR Chapter 60; 14 . . (F) Executive Order 11063-Equal Opportunity in Housing, as amended by Executive Order 12259, and implementing regulations at 24 CFR Part 107; (G) Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), as amended, and implementing regulations when published in effect; (H) The Age Discrimination Act of 1975 (Pub. L. 94-135), as amended, and implementing regulations when published for effect; (I) The relocation requirements of Title II and the acquisition requirements of Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and the implementing regulations at 24 CFR Part 42, as required under 24 CFR 570.606; (J) The labor standards requirements as set forth in 24 CFR Part 570, Subpart K and HUD regulations issues to implement such requirements; (K) Executive Order 11988 relating to the evaluation of flood hazards and Executive Order 11738 relating to the prevention, control and abatement of water pollution; (L) The flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (Pub. L. 93-234); (M) The Fair Housing Act (42 U.S.C. 3601-20); 5. Its notification, inspection, testing and abatement procedures concerning lead-based paint will comply with 570.608; and 6. When a grant is in excess of $100,000 it will comply with all applicable standards, orders, or requirements issued under Section 308 of the Clean Air Act (42 U.S.C. 1857(h), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulation (40 CFR Part 15), which prohibit the use under nonexempt Federal contracts, grants or loans, of facilities included on the EPA list of Violating Facilities. The provision shall require reporting of violations to the County, HUD, and to the AESOP Assistant Administrator for Enforcement (EN-329). 7. It has developed its application so as to give maximum feasible priority to activities which benefit low and moderate income families or aid in the prevention or elimination of slums or blight; (the application may also include activities which the SUB-RECIPIENT certifies are designed to meet other community development needs having a particular urgency because existing conditions pose a serious and immediate threat to the health or welfare of the community,and other financial resources are not available); 8. It is following the current City of Elgin Consolidated Plan which has been approved by HUD pursuant to 570.306; and 9. It will not attempt to recover any capital costs of public improvements assisted in whole or in part with funds provided under Section 106 of the ACT or with amount resulting from a guarantee under Section 108 of the ACT by assessing any amount against properties owned and occupied 15 by persons of low and moderate income, including any fee charged or assessment made as a condition of obtaining access to such public improvements, unless: (1) funds received under Section 106 of the ACT are used to pay the proportion of such fee or assessment that relates to the capital costs of such public improvements that are financed from revenue sources other than under Title I of the ACT; or (2) for purposes of assessing any amount against properties owned and occupied by low and moderate income persons, the SUB-RECIPIENT certifies that it lacks sufficient funds received under Section 106 of the ACT to comply with the requirements of subparagraph(1)above. 10. The SUB-RECIPIENT certifies that it will provide a drug-free workplace by: (A) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the SUB- RECIPIENT's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (B) Establishing a drug-free awareness program to inform employees about: (1) The dangers of drug abuse in the workplace; (2) The SUB-RECIPIENT's policy of maintaining a drug-free workplace; (3) Any available drug counseling,rehabilitation, and employee assistance programs; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. (C) Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph(A); (D) Notifying the employee in the statement required by paragraph(A)that, as a condition of employment under the grant,the employee will: (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction; (E) Notifying the City of Elgin's Planning and Neighborhood Services Department within ten (10) days after receiving notice under subparagraph (D)(2) from an employee or otherwise receiving actual notice of such conviction; (F) Taking one of the following actions, within 30 days of receiving notice under subparagraph(D)(2),with respect to any employee who is so convicted: (1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; 16 (G) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs(A),(B),(C),(D),(E)and(F). 11. It has adopted and is enforcing a policy prohibiting the use of excessive force by law enforcement agencies within its jurisdiction against any individuals engaged in nonviolent civil rights demonstrations. 12. In regards to lobbying, the SUB-RECIPIENT certifies: (A) No Federal appropriated funds have been paid or will be paid, by or on behalf of the SUB-RECIPIENT, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (B) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (C) The SUB-RECIPIENT shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than $100,000 for each such failure. 17 EXHIBIT C EQUAL EMPLOYMENT OPPORTUNITY CERTIFICATION Community Development Block Grant Program City of Elgin The undersigned understands and agrees that it is a SUB-RECIPIENT of the Community Development Block Grant Program of the City of Elgin. The undersigned also agrees there shall be no discrimination against any employee who is employed in carrying out work from the assistance received from the City of Elgin and the Department of Housing and Urban Development, or against any applicant for such employment, because of race, color, religion, sex, age or national origin, including but not limited to employment, upgrading, demotion or transfer; recruitment or recruitment advertising; lay off or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The SUB-RECIPIENT further agrees to the following: (1) It will incorporate or cause to be incorporated into any grant contract, loan, grant insurance or guarantee involving Federally assisted construction work, or modification thereof, which is paid for in whole or in part with funds obtained from the Community Development Block Grant program, the language contained in HUD Equal Employment Opportunity Regulations at 42 CFR 130.15(b), in Executive Order 11246, as amended by Executive Orders 11375 and 12006, and implementing regulations issued in 41 CFR Chapter 60. (2) It will be bound by said equal opportunity clause with respect to its own employment practices when it participates in any Community Development Block Grant Program construction. (3) It will assist and cooperate actively with the City of Elgin, the Department of Housing and Urban Development and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations and relevant orders of the Secretary of Labor. (4) It will furnish the City of Elgin, the Department of Housing and Urban Development and the Secretary of Labor such information as they may require for the supervision of such compliance, and will otherwise assist the City of Elgin and the Department of Housing and Urban Development in the discharge of primary responsibility for securing compliance. (5) It will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from or who has not demonstrated eligibility for government contracts and federally assisted construction contracts pursuant to the Executive Order. (6) It will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the Secretary of Labor, the City of Elgin or the Department of Housing and Urban Development. (7) In the event that SUB-RECIPIENT fails or refuses to comply with the undertaking, the City of Elgin, or the Department of Housing and Urban Development may take any or all of the following actions: cancel, terminate or suspend, in whole or in part, this grant, refrain from 18 extending any further assistance to the SUB-RECIPIENT until satisfactory assurance of future compliance has been received; and refer the case to the Department of Housing and Urban Development for appropriate legal proceedings. SUB-RECIPIENT: Northern Illinois Food Bank 600 Industrial Drive, St. Charles, Illinois 60174 BY:_ 4egagee; 4*H. D is Smith, Executive Director&CEO DATE: 7- .2a/a ATTEST: 19 `s OF ESC' Agenda Item No. City of Elgin +reo n a _ F � July 8,2010 TO: Mayor and Members of the City Council FROM: Sean R. Stegall, City Manager )&_ai ' I ,' Denise Momodu, Associate Planner / - SUBJECT: Community Development Block Grant Sub-Recipient Agreement for the Northern Illinois Food Bank PURPOSE The purpose of this memorandum is to provide the mayor and members of the city council with information regarding the Sub-Recipient Agreement between the City of Elgin and the Northern Illinois Food Bank RECOMMENDATION It is recommended that the city council approve the Sub-Recipient Agreement between the City of Elgin and the Northern Illinois Food Bank for its Food Distribution and Community Nutrition Center Project in the amount of$50,000. BACKGROUND The Northern Illinois Food Bank (NIFB) is a not-for-profit organization providing hunger relief and nutritious food to the communities it serves in Northern Illinois by purchasing, collecting, warehousing and facilitating the distribution of food to low income or needy people. NIFB has 83 partners in Kane County, 24 of which are located in Elgin. These agencies include food pantries, soup kitchens, shelters and group homes. In the past year, NIFB distributed 3.5 million pounds of food in Kane County and over 600,000 pounds in Elgin. The NIFB's principal place of business is 600 Industrial Drive, St. Charles, IL. NIFB applied for Community Development Block Grant (CDBG) funds in 2009. The funding was approved by the city council in March 2010 and incorporated into the 2010 Annual Updated Action Plan. NIFB was allocated a total of$50,000 in CDBG funds from the 2010 CDBG program year. The funds will be used by the NIFB for construction of the new Food Distribution and Community Nutrition Center to be located on Averill Road in Geneva, Illinois. The 24 Elgin-based social • Community Development Block Grant Sub-Recipient Agreement for NIFB July 8, 2010 Page 2 service agencies providing food pantries, soup kitchens and group homes will utilize and benefit from the new NIFB facility. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None. FINANCIAL IMPACT The amount of the proposed Sub-Recipient Agreement with the Northern Illinois Food Bank is ,\\ , $50,000. Sufficient funds are budgeted ($504,240) and available ($228,854) in the CDBG Fund, account number 230-0000-791.93-36, "Major Repairs / Building Structure," project number 154647 "NIFB Food Distribution and Community Nutrition Center Project" to enter into this agreement. AlrliEGAL IMPACT jNone. ALTERNATIVESAll) 1. The city council may choose to approve the Sub-Recipient Agreement with the Northern Illinois Food Bank in the amount of$50,000. 2. The city council may choose not to proceed with the Sub-Recipient Agreement with the Northern Illinois Food Bank at this time. Respectfully submitted for council consideration. DMM Attachment . . . s:c..1 OF Gi k City of Elgin Memorandum IIriDs\`'• Date: August 19, 2010 To: Denise Momodu, Associate Planner From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 10-162, Adopted at the August 11, 2010 Council Meeting Enclosed you will find the agreement listed below. Please retain a copy for your records. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. • Community Development Block Grant Sub-Recipient Agreement with Northern Illinois Food Bank _ _