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11-25Resolution No. 11 -25 RESOLUTION AUTHORIZING EXECUTION OF A COMMUNITY DEVELOPMENT BLOCK GRANT SUB - RECIPIENT AGREEMENT WITH NHS OF THE FOX VALLEY 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 sub - recipient agreement on behalf of the City of Elgin with NHS of the Fox Valley for the NHS of the Fox Valley Foreclosure Prevention and Pre - Purchase Individual Counseling Project, a copy of which is attached hereto and made a part hereof by reference. s/ Ed Schock Ed Schock, Mayor Presented: January 26, 2011 Adopted: January 26, 2011 Vote: Yeas: 5 Nays: 0 Attest: s/ Diane Robertson Diane Robertson, City Clerk AGREEMENT BETWEEN THE CITY OF ELGIN, AND )D HOUSING SERVICES (NHS) OF THE FOX VALLEY This AGREEMENT is entered into as of the 26th day of January 2011, by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter called "GRANTEE" or "CITY ") and NHS OF THE FOX VALLEY, 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 163 East Chicago Street, Elgin, Illinois, 60120. I. 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- RECIPMNT hereby agrees to perform, in a timely fashion, the activities provided for herein, and those previously defined and identified in the Project Application and project description submitted by the SUB - RECIPIENT, dated December 16, 2009, and entitled "NHS of the Fox Valley Foreclosure Prevention and Pre - Purchase Individual Counseling Project," a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference (hereinafter referred to as the "PROJECT "). B. _. All funding.provided..to. SUB - RECIPIENT shall be used solely to.. perform „individual counseling services for both pre- purchase and foreclosure prevention for low- and moderate - income families living in the City of Elgin. NHS of the Fox Valley would provide 850 hours of counseling at $35 per hour, a maximum of 10 hours per homebuyer or home owner, benefitting approximately 170 low to moderate - income Elgin families. Services provided at the facility are to be consistent with the scope and intent of the PROJECT. All individuals served by SUB - RECIPIENT pursuant to this agreement will be low and moderate income persons as defined by 24 CFR 570.208 (a)(2)(i)(A). C. The SUB - RECIPIENT shall develop and submit to the CITY an Outcome Performance Measurement Statement that establishes project goals and objectives, identifies performance indicators, and estimates the number of clientele to be served. The SUB - RECIPIENT shall provide quarterly Progress Reports to the CITY, reporting on the status of the PROJECT in relation to the percent of project completion, accomplishments, effectiveness of the project as related to the goals and objectives, and the clientele served, including nurhber served, client access to the service (either new or improved access), and demographics. The progress reports shall begin upon the signing of the Agreement and shall continue until the completion of this project or until directed to discontinue such reports in writing by the CITY. D. Prior to the expenditure of CDBG funds, SUB- RECIPIENT shall meet with the City's Community Development Group 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. E. SUB - RECIPIENT shall return to the CITY any program income, as defined in 24 CFR Part 570.500(a), which is generated as a result of this PROJECT. All written requests for an exception to this agreement shall be made, in writing, to the City's Community Development Department explaining 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 the income and expenditures to the CITY. A written response to the request will be provided to SUB - RECIPIENT from the CITY. I : u • J�tl : ►t• y t � _ • :: ►M A. The CITY shall distribute to SUB RECIPIENT, as SUB - RECIPIENTS portion of the total grant received by the CITY and in consideration of the SUB - RECIPIENT'S undertaking to perform the PROJECT, a maximum of $29,750 (hereinafter "Grant Funds', to be paid in the manner provided for herein at Sections II (D) and VII, Prior to the initial payment of Grant Funds, SUB - RECIPIENT shall submit, to the CITY, their Outcome Performance Measurement Statement and progress report indicating client demographics and program status. SUB - RECIPIENT shall submit quarterly progress reports, by the 101h day following the end of the preceding quarter, to the CITY. The amount to be paid to SUB - RECIPIENT will be based upon the work completed and the submittal of employee work reports in support of the invoiced amount. B. This PROJECT shall be identified as Project No. 154652 and Account No. 230 -0000- 791.30-99, which identifying numbers shall be used by SUB RECIPIENT on all payment requests. IV. SUB RECIPIENT'S COMPLIANCE WITH THE ACT A. CITY shall assist SUB - RECIPIENT in 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 the CITY, (1) assist in the completion of an environmental review and (2) complete certifications showing equal employment opportunity compliance including equal employment opportunity certifications 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 including, 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 the 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 shall post in conspicuous places available to employees and applicants for employment notices setting forth the provisions of Section IV (D) above. F. SUB - RECIPIENT shall not violate any laws, state or federal rules or 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, commonly known 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 quarterly 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 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, Comity, and local . government, which may in any manner affect the performance of this Agreement. 1C 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 in excess of $25,000 is used exclusively for the benefit of low and moderate income persons as defined by HUD, for a period of 15 years after the expiration of this agreement M. If during the 15 year period after the expiration 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 in excess of $25,000, 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 shall not assign, transfer, subcontract or otherwise convey its rights or obligations under this Agreement without the prior written consent of the CITY, which consent may be withheld in the CITY'S sole discretion. 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. 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 Cr1 Y. 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, 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 the 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 the 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. B. Upon submission of an acceptable claim for Grant Funds, the 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 Sections VIII and IX hereof, the CITY shall pay all required payments against eligible project costs, as described in Section II.B, incurred by SUB - RECIPIENT under this Agreement. VII. 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, and A -122, 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 the CITY a quarterly progress report, by the 10h day following the end of the preceding quarter. Other reporting requirements are specified in Exhibit "B" attached hereto and made a part of this Agreement. VIII. TERMINATION OF AGREEMENT OR SUSPENSION OF PAYMENT A. During the implementation of the PROJECT, the 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 Funds, due to use of funds in a manner unrelated 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 the CITY elects to terminate this Agreement or to suspend payments, for any reason stated hereinabove in paragraph A and B of this Section VIII, 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 the 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 reasonable 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 terns of this Agreement. D. Unless terminated pursuant to the provisions of paragraph VIII herein, this agreement shall terminate on December 31, 2011. IX. 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 of 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 the 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, nrtes and regulations of HUD, directly or indirectly, the CITY and/or any of its agents or representatives, the 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 the 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 paragraphs A or B of this Section IX, 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 other remedies available to the CITY, if the 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, or if SUB - RECIPIENT fails to comply. with.any term of this award or Agreement, the_SUB- RECIPIENT shall .repay, upon demand by the CITY, such amount of Grant Finds previously disbursed or allegedly due to the SUB - RECIPIENT. X. 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 the CITY'S discretion. Milestones Date 1" Quarter Counseling (Pre- purchase June 1, 2010 and foreclosure prevention) 2. 2' Quarter Counseling and Reporting September 1, 2010 3. 3'4 Quarter Counseling and Reporting December 1, 2010 4. 4s' Quarter Counseling and Reporting March 1, 2011 B. Total Number of Months Required for 12 Months Project Completion XI. MISCELLANEOUS PROVISIONS A. AMENDMENTS - This Agreement constitutes the entire Agreement between the parties hereto. 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 V 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 terns 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. IN WYf NESS WHEREOF, the parties hereto have executed this Agreement on the dates recited below. CITY OF ELGIN, an Illinois Municipal Corporation BY: , A 1'"d, Sean R. Stega City Manager DATE: January 26, 2011 ATTEST: Diane Robertson City Clerk SUB - RECIPIENT: NHS of the Fox Valley 163 East Chicago Street, Elgin, Illinois, 60120 BY: 'ems John EcQ S,uC)6 C- zccvriv� NHS of the Fox Valley D DATE: Ocaemjber a9, 9,0117 ATTEST: Javv�� -5 � t�hcs�oN EXHIBIT A SUB - RECIPIENT'S CDBG APPLICATION CITY OF ELGIN CDBG PROGRAM PROJECT APPLICATION 2010 -2011 PROGRAM YEAR Date of Submittal: December 15, 2009 Project Name: NHS of the Fox Valley Foreclosure Prevention and Pre- Purchase Individual Counseling Project Project Address: 163 E. Chicago Street City: Elgin State: Minis Zip Code: 60120 Census Tract, Block Group: 8505.00, 8506.00, 8508.00, 8509.00, 8510.00, 8511.00, 8512.00, 8513.00, 8514.00, 8515.00, 8516.00, 8517.00, 8518.01, 8518.02, 8519.02, 8519.03, 8519.04 Submitting Agency /Organization: NHS of the Fox Valley Contact Person: John Groene /Johnny Placeres Name: John Groene/ Johnny Placeres Address: 163 E. Chicago Street City: Elgin State: Illinois Zip Code: 60120 Telephone: 847- 695 -0399 Fax: 847 - 695 -7011 E -mail: inlaceres s.nhscbicago_org ieroene&hschicaeo.org Amount of CDBG Funding Request: $29,750 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 resultingfrom this project. NHS of the Fox Valley creates opportunities for people to live in affordable homes, improve their lives, and strengthen their neighborhoods. We do this by: Educating and preparing new homeowners for success; lending to help people buy, fix and keep their homes; sustaining homeownership through foreclosure prevention services; preserving, rehabbing and investing in housing; building powerful and enduring community partnerships. The strength of communities comes primarily from residents committed to the long term success of their own community. Homeownership, even though its role as a wealth building strategy has suffered in recent years due to the economic crisis and resulting lower real estate values, continues to play a critical role in family and neighborhood stabilization. Homeownership provides a stable environment in which families educate and raise their children, homeowners are more likely to vote, become involved in local schools, fight for a better tomorrow. f' f Homeownership is under siege as the foreclosure crisis continues. According to the Woodstock Institute, `=the six -county region showed an 18 percent increase in filings t' from third quarter 2008 to third quarter 2009, while there was a 67 percent increase in filings from second quarter 2009 to third quarter 2009. ...the rate of new filings is increasing in collar counties and decreasing in Cook County. All collar counties saw at least a 53 percent increase in new filings from last year. Kane Comity experienced a 96.6 percent increase in new filings---the biggest increase of the six -county region." Through the first six months of 2009 in the city of Elgin, there were 442 new foreclosure filings. NHS of the Fox Valley has a duel response to the foreclosure crisis — prevent as many foreclosures as possible, while also preparing new homebuyers to take advantage of the more affordable prices, which make homeownership affordable for more low- and moderate - income families. Since NHS of the Fox Valley opened its doors in August of 2007, we have provided foreclosure prevention counseling to 331 families and 283 families have attended Homebuyer Education classes. NHS has saved 75 families from foreclosure through foreclosure prevention counseling and intervention and created 13 new homeowners in Elgin. NHS of the Fox Valley requests $29,750 to support individual counseling, both pre- purchase and foreclosure prevention, for low- and moderate - income families living in the city of Elgin. NHS of the Fox Valley would provide 850 hours of counseling at $35 per hour, a maximum of 10 hours per homebuyer or homeowner, benefiting approximately 170 low- and moderate - income Elgin families. From this individual counseling, we predict approximately 60 Elgin families saved from foreclosure and 15 new homeowners — combined this would result in 75 fewer vacant, boarded properties in the city of Elgin. i 2. PERFORMANCE MEASUREMENT: Provide a list of project goals and objectives. Explain how the achievement of goals and objectives will be measured or quantified 3. 4. Provide 850 hours of individual, pre - purchase and foreclosure prevention counseling. Provide individual foreclosure prevention counseling to 120 low- and moderate- income Elgin families and prevent foreclosures for 60 Elgin low- and moderate - income families. Provide individual pre- purchase counseling for 50 Elgin low- and moderate - income families and create 15 new homeowners. NHS of the Fox Valley will provide quarterly reports, using counseling tracking software, Home Counselor Online for pre - purchase, and Just Price Solutions software for foreclosure prevention counseling. 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. #1 Benefit low and moderate income persons or households as defined by Section 8 household income guidelines. #2 Prevent or eliminate slums or blight (vacant, boarded properties). ELIGIBLE ACTIVITY: Identify the eligible activity that quakes the pr6jectfor CDBGfunding. Please refer to the list of activities in Section 2.3.1: Eligible Activities of this document. #3 Homeownership Assistance. Provision of financial assistant to low- and moderate - income households to assist in the purchase of a home. #8 Interim Assistance. Assistance to alleviate emergency conditions threatening public health and safety or take immediate action to arrest deterioration until permanent improvements are made. 5. LOW & MODERATE INCOME BENEFIT STATEMENT: Explain how the proposed project benefits low and moderate income persons, households or neighborhoods. Quanta the population benefiting from the proposed project. Describe the method used to calculate the benefit. Population benefiting from proposed project: -Number of persons or households expected to benefit from the project: 200 households -Number of low /moderate income persons/households expected to benefit from the project. —170 low /moderate income households Of the 170 low /moderate income households receiving individual counseling, it is projected that 120 households will receive individual foreclosure counseling and 50 households will receive individual pre- purchase counseling. Individual foreclosure prevention counseling will consist of the following: household income and expenses budget creation, overview of foreclosure prevention timeline, overview of scams targeting homeowners at risk of foreclosure, overview of options available to homeowner from current lender /servicer or other resources, preparation of application for loss mitigation solutions offered by current lender /servicer, negotiation) with current lender /servicer in terms of arriving at an affordable solution, review of offers of loss mitigation from servicer. Individual pre - purchase counseling will consist of the following: household income and expenses budget creation, review of credit history, affordability calculations, down payment analysis, and pre- approval for purchase financing (optional). 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 this project. 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 Counseling hours provided will be tracked by NHS pre - purchase counseling tracking software, "Home Counselor Online" and foreclosure prevention counseling tracking software, "Just Price Solutions." In addition to number of low- and moderate - income households served, household size, household income, racelethnicity of clientele, number of female- headed households, NHS will also provide reporting on final outcomes: loan modification, repayment plans, refinance, etc. for foreclosure prevention clients and pre- approval for purchase financing, purchased housing, etc. for pre - purchase housing counseling clients. PROJECT APPLICATION (continued) 3. PROJECT COST ESTIMATE: Provide cost information in the table below and/or attach additional cost estimate summaries. Project Components (Direct Counseling only) Estimated Cost A.—Homeownership Consultant $50,000 B.—Housing Counselor _ $42,000 C.-Direct Support $14,000 D _Management Support Services_ $25,000 Total Project Cost _$131,000 Total CDBG Funding Request _$29,750 Total Contribution From Other Funding Sources $101,250 8. OTHER PROJECT FUNDING SOURCES AND AMOUNTS: Funding Source A. Private Contribution support B. Grand Victoria Foundation C. _Kane County D. NHS Loan Origination Revenue_ E. Total Contribution From Other Funding Sources Amount of Funding $ _30,000 $ _10,000 $ 34,000 $ _27,250 $ _101,250 PROJECT APPLICATION (continued) 9. PROJECT UgPLEMENTATION: List the major tasks that will be accomplished through this project and provide a completion date for each task. Task A. 1" Quarter Counseling (Pre - purchase and foreclosure prevention) and Reporting B 2 "d Quarter Counseling and Reporting C. 3rd Quarter Counseling and Reporting D. 4a Quarter Counseling and Reporting E. Completion Date Total number of months required for project completion: 12 September 1, 2010 December 1, 2010 March 1, 2010 June 1, 2010 i 4. a. Mission Statement for your organization. (Please find attached). b. Tax - exemption determination letters from the Federal Internal Revenue Service and the State Franchise Tax Board. (Please find attached) C. Articles of Incorporation and by -laws of your organization. (Please find attached). d. List of the Board of Directors including name, telephone number, address, occupation or affiliation of each member. Identify principal officers of the governing body. (Please find attached) C. A letter or resolution from your Board of Directors authorizing the submission of the proposed project(s). Documentation must be submitted providing the name, title, address and telephone number of each individual authorized to negotiate for and contractually bind the agency. (Please find attached) f. Organizational chart describing the organization's administrative framework and staff positions. (Please find attached) g. Resume of the Chief Program Administrator and Chief Fiscal Officer. (Please find attached.) h. Most recent financial statement and independent audit report (Please find attached). NHS of the Fox Valley Mission Statement NHS of the Fox Valley creates opportunities for people to live in affordable homes, improve their lives, and strengthen their neighborhoods. We do this by: Educating and preparing new homeowners for success; lending to help people buy, fix and keep their homes; sustaining homeownership through foreclosure prevention services; preserving, rehabbing and investing in housing; building powerful and enduring community partnerships. r Internal Revenue Service Date: April 5, 2005 NEIGHBORHOOD HOUSING SERVICES OF ELGIN INC 300 DOUGLAS AVE ELGIN IL 60120- 4110 005 Dear Sir or Madam: Department of the Treasury P. O. Box 2508 Cincinnati, OH 45201 Person to Contact: Paul Perry 31 -07423 Customer Service Representative Toll Free Telephone Number: 8:30 a.m. to 5:30 p.m. ET 877- 829 -5500 Fax Number. 513- 263 -3756 Federal Identification Number: 36- 3133793 This is in response to your request of April 5, 2005, regarding your organization's tax - exempt status. In May 1981 we issued a determination letter that recognized your organization as exempt from federal income tax. Our records indicate that your organization is currently exempt under section 501(c)(3) of the Internal. Revenue Code. Our records indicate that your organization is also classified as a public charity under sections 509(a)(1) and 170(b)(1)(A)(vi) of the Internal Revenue Code. Our records indicate that contributions to your organization are deductible under section 170 of the Code, and that you are qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Internal Revenue Code. If you have any questions, please call us at the telephone number shown in the heading of this letter. Sincerely, D Janna K. Skufca, Director, TE/GE Customer Account Services File Number 5239 -892-4 r To all to who' m these Presents Shall Come, Greeting: I, fesse White, Secretary of State of the State of Illinois, do hereby certify that lam the keeper of the records of the Department of Business Services. I certify that ¢ NITS OF THE FOX VALLEY, A DOMESTIC CORPORATION, INCORPORATED UNDER THE LAWS OF THIS STATE ON MAY 26, 1981, APPEARS TO HAVE COMPLIED WITH ALL THE PROVISIONS OF THE GENERAL NOT FOR PROFIT CORPORATION ACT OF THIS STATE, AND AS OF THIS DATE, IS IN GOOD STANDING AS A DOMESTIC CORPORATION IN THE STATE OF ILLINOIS. In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, this 9TH day of MARCH A.D. 2009 Amheo[iicaion B: 0906801827 Audwnd= aC h4p:1/"w,cyberdrwei11inois.mm SECRETARY OF STATE OFFICE OF THE SECRETARY OF STATE JESSE WRITE • Secretary of State MARCH 14, 2008 5239 -897.4 NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC PAUL CERASOLI 1279 N MILWAUKEE AVE 5TH FL CHICAGO, IL 60622 RE NHS OF THE FOX VALLEY DEAR SIR OR MADAM: ENCLOSED YOU, WILL FIND THE ARTICLES OF AMENDMENT FOR THE ABOVE NAMED CORPORATION. FEES IN THIS CONNECTION HAVE BEEN RECEIVED AND CREDITED. THE ENCLOSED DOCUMENT MUST BE RECORDED IN THE OFFICE OF THE RECORDER OF THE COUNTY IN WHICH THE REGISTERED OFFICE OF THE CORPORATION IS LOCATED. SINCERELY YOURS, JESSE WHITE SECRETARY OF STATE DEPARTMENT OF BUSINESS SERVICES CORPORATION DIVISION TELEPHONE (217) 782 -6961 JW:CD SPcinVW Mnois 62756 FORM NFP 110.30 (rev, Dec, 2003) ARTICLES OF AMENDMENT General Not For Profit Corporation Act Jesse White, Secretary of State Department of Business Services 501 S. Second St., Rm. 350 FILED Springfield, IL 62758 i� V 217 -782 -1632 www.cyberdrivaillinols.com MAR 14 2006 Ramat payment in the form of a JESSE WtirE check or money order payable SECRETARY OF STAlir to Secretary of State. Submit in duplicate — — — — Type or Print dearly in black Ink 1. Corporate Name (See Note 1 on back.): Fling Fee: $25 Approved. Do not write above this line -- 2. Manner of Adoption of Amendment: �e Z$ z�7 The following amendment to the Articles of Incorporation was adopted on t in the man- ner inkticcated below (check one only): M°"m °as �yaffi By affirmative vote of a majority of the directors in office, at a meeting of the board of directors, in accordance with Section 110.15. (See Note 2 on beck.) ❑ By written consent, signed by all the directors in office, in compliance with Sections 110.15 and 108.45. (See Note 8 on back-) • By members at a meeting of members eniftled to vote by the affirmative vote of the members having not less than the minimum number of votes necessary to adopt such amendment, as provided by this Act, the Articles of Incorporation or the bylaws, in accordance with Section 110.20. (See Note 4 on back.) • By written consent signed by members entitled to vote having not less than the minimum number of votes necessary to adopt such amendment, as provided by this Act, the Articles of Incorporation, or the bylaws, in compliance, with Sections 107,10 and 110.20, (See Note 5 on bade) 3. Text of Amendment: (a.) When an amendment effects a name change, insert the new corporate name below. Use 3(b.) below for all other amendments.'Artide 1: The Name of the Corporation is: �1 M41_ (b.) AD amendments other than name change. If the amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. if there is not sufficient space to add the full text of the amendment, attach additional sheets of this size. Printed by authority of the state of lianols. July 2DO7 -1 OM - C 130.17 I,. 4. The undersigned Corporation has caused these Articles to be signed by a duly authorized officer who affirms, under penalties of perjury, that ft facts stated heroin are true and correct All signatures must, be�in` BLACK INK �L Dated _may" f' 15 keD Cif yaw ExExt Name of Corporation J ��°�•' nnyGtahorized ofrfce's Soy r m� re Direcivr- Namebrid Tiitle (type or prinil 5. If there are no duty authorized officers, the persons designated under Section 101.10(b)(2) must sign below and print name and title. The undersigned affirms, under penalties of perjury, that the facts stated herein are true. Dated , Month & Day Year Name and Title (print) ftnamre Name and Title (print) Signature signature Now and Title Wig) New and Title (prim) NOTES 1. State the true and exact corporate name as it appears on the records of the Secretary of State BEFORE any amend- ment herein is reported. 2. Directors may adopt amendments without member approval only when the corporation has no members, or no mem- bers entitled to vote pursuant to §110.15. 3. Director approval may be: ' , ., a- by vote at a director's meeting (either Krinual or special), or b. by consent, in writing, without a meeting. 4. All amendments not adopted under Sec. 110.15 require that: a. the board of directors adopt a resolution setting forth the proposed amendment, and b. the members approve the amendment Member approval may be: a- by vote at a members meeting (either annual or special), or b. by consent, in writing, without a meeting. To be adopted, the amendment must receive the affirmative vote or consent of the holders of at least two - thirds of the outstanding members entitled to vote on the amendment (but If class voting applies, also at least a two -thirds vote within each class is required). The Articles of Incorporation may supersede the two-thirds vote requirement by specifying any smaller or larger vote requirement not less than a majority of the outstanding votes of such members entitled to vote, and not less than a majority within each class when class voting applies. (Sec. 11020) 5. When member approval is by written consent, all members must be given notice of the proposed amendment at least five days before the consent is signed. If the amendment Is adopted, members who have not signed the consent must be promptly notified of the passage of the amendment. (Sec. 107.10 & 110.20) Printed by authority of the State of Winois. July 2007 -10M - C 130.17 AMENDED AND RESTATED BYLAWS OF NHS OF THE FOX VALLEY (formerly known as NEIGHBORHOOD HOUSING SERVICES OF ELGIN, INC.) Effective as of August 1, 2007 ARTICLE I OFFICES The corporation shall maintain in the State of Illinois a registered office and a registered agent at such office within the State of Illinois as may from time to time be designated by the board of directors. The principal office of the corporation in the State of Illinois shall be at 1279 North Milwaukee Avenue, 5th Floor, Chicago, Illinois or such other Iocation as from time to time shall also be the principal office in the State of Illinois of the member. The Fox Valley area office of the corporation shall be located at such place in that area as may from time to time be designated by the board of directors. ARTICLE II SECTION 1. SOLE MEMBER_ The corporation shall have one (1) class of member, consisting of one (1) member, designated herein as the "member" or the "member of the corporation." The initial member of the corporation is Neighborhood Housing Services of Chicago, Inc., an Illinois not for profit corporation ('NHS Chicago'). SECTION 2. TRANSFER OF MEMBERSHIP. Membership in the corporation shall be transferable either by operation of law to the legal successor in interest of the member or voluntarily by the member to any organization which, at the time of such transfer, is then described in and qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law (the "Code "). Membership in the corporation shall not otherwise be assignable or transferable. SECTION 3. VOTING RIGHTS. The member shall be entitled to one (1) vote on each matter submitted to a vote of, or for approval by, the member. SECTION 4. RECORD DATE FOR MEMBER, For the purpose of determining the member entitled to notice of any meeting of the member or any adjournment thereof, the board of directors may fix, in advance, a date as the record date for any such determination of the member. Any such record date shall not be more than sixty (60) days and not less than five (5) days before the date of such meeting. CHOW309898773 SECTION 5. REPRESENTATIVE. The voting and all other membership rights ofthe member shall be exercisable by an individual duly elected or appointed to be its representative by the board of directors of the member or any executive committee thereof. The corporation shall be entitled to rely on the most - recently dated written evidence of the election or appointment of a representative which the member delivers to the secretary of the corporation, whether by letter or other notice signed by or at the direction of the board of directors of the member or such executive committee, or by certified copy of the resolution electing or appointing such representative. All notices and other communications which may or shall be given or directed by or on behalf of the corporation or the board of directors to the member shall be given or directed to the member's representative. SECTION 6. RESERVED RIGHTS AND POWERS OF MEMBER In addition to all rights and powers of members having the right to vote under the Illinois General Not For Profit Corporation Act of 1986, as amended (the "Act ") and the rights and powers granted to the member under other provisions of these bylaws, the member of the corporation shall have the following voting rights and approval powers, and none of the following actions shall be taken by the board of directors of the corporation except with the prior or concurrent written affirmative vote or approval of the member: A. The adoption,' amendment or repeal of any mission or similar statement of the corporation and of any subsidiary of the corporation; B. The adoption, amendment or repeal of any provision of the Articles of Incorporation or these bylaws and of the articles of incorporation, bylaws, articles of formation, operating agreement, joint venture agreement, partnership agreement, bust agreement or other governing document of any subsidiary or affiliate of the corporation; D. The merger, consolidation or the dissolution of the corporation or of subsidiary or affiliate of the corporation, including with respect to any such dissolution the distabutees to receive the net assets upon any such dissolution and other actions to be taken to wrap up the affairs of the corporation or of any such subsidiary or affiliate; E. The sale, lease, exchange, mortgage, pledge, encumbrance or disposition of all, or substantially all, of the assets, with or without goodwill, of the corporation or of any subsidiary or affiliate of the corporation; F. The formation, establishment or incorporation of any subsidiary or affiliate of the corporation; G. The acquisition of any direct or indirect equity ownership interest by the corporation or by any subsidiary or affiliate of the corporation in any partnership, joint venture, limited liability company or other entity, or the making of any loan by the corporation or any such subsidiary or affiliate to any such partnership, joint venture, limited liability company or other entity or to third parties; CHGOV309998773 II. The incurrence of any indebtednessby by or on behalf of the corporation or any subsidiary or affiliate of the corporation in amounts in excess of limits to be fixed, from time to time, by the member in writing, or the entry by the corporation or into any guaranty of payment or performance, or the granting of any security interest, pledge, mortgage or encumbrance in, of or on of any property of the corporation or of any subsidiary or affiliate of the corporation, I. Approve the annual budgets for the corporation and any unbudgeted expenditures to be incurred by the corporation and any subsidiary of the corporation in amounts in excess of limits to be fixed, from time to time, by the member, J. Approve the purchase by the corporation or any subsidiary of the corporation or entity controlled by any subsidiary of the corporation of any property to be used for housing purposes and the business plan for any real estate development; IC Approve all charitable and educational programs to be administered or conducted by the corporation or any subsidiary of the corporation to carry out the purposes of the corporation, including without limitation homeowner and homebuyer education programs and financial assistance programs; L. Approve the extemal audit firm for the corporation and approve the annual audit/review report for the corporation and any subsidiary of the corporation; and M. Approve the hiring, engagement or appointment of all staff consultants, agents, professionals and others to assist in carrying out the purposes and resolves of the corporation and the selection of banks and other depositaries of fiords or assets of the corporation. Neither the board of directors of the corporation nor any committee thereof; nor any officer or employee of the corporation, shall take any action either in contradiction of any of the foregoing rights or without first having secured the necessary approvals as may be required by these bylaws. In the exercise of its approval or voting rights, the member may simply grant or withhold its approval in whole or in part, or, in its sole discretion, prescribe such other or different action as it may deem appropriate. ARTICLE III MEETINGS OF MEMBER SECTION 1. ANNUAL MEETING. A regular annual meeting of the member shall be held in October of each year commencing in 2008 for the purpose of the election of the board of directors and the transaction of such other business as may come before the meeting. SECTION 2. SPECIAL MEETING. Special meetings of the member may be called by the member or by the board of directors of the corporation.. CHGOM09898773 SECTION 3. PLACE OF MEETING. The board of directors or the member may designate any place as the place of meeting for any special meeting called by the board of directors or the member, respectively. If no designation is made or if a special meeting is otherwise called, the place of meeting shall be the principal office of the corporation in the State of Illinois. SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, date, and hour of any meeting of the member shall be delivered personally, by electronic mail, by facsimile transmission, or by U.S. mail, to the member not less than three (3) (or such greater minimum period as may be required by statute) nor more than sixty (60) days before the date of such meeting by or at the direction of the board of directors or the other person calling the meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed by U.S. mail, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at its address as it appears on the records of the corporation, with postage thereon prepaid If sent by electronic mail or by facsimile transmission, the notice of a meeting shall be deemed delivered one (1) business day after completion of successful transmission to the member at its electronic mail address and facsimile number, respectively, as they appear on the records of the corporation. If delivered by personal delivery, the notice shall be deemed delivered upon receipt by the member. SECTION 5. QILORUM. The member shall constitute a quorum at any meeting of the member. If a quorum is not present at any meeting of the member, any officer or director of the corporation present may adjourn the meeting at any time without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. If a quorum is present at any meeting of the member, the affirmative vote of the member present and voted, either in person or by proxy, shall be the act of the member. SECTION 6. PROXIES. The representative of a member may authorize another person or persons to act for the member by written proxy, but no proxy shall be voted or acted upon after eleven (11) months from its date unless otherwise provided in the proxy. SECTION 7. INFORMAL ACTION BY MEMBER Any action which may be taken at the annual meeting of the member, or at a special meeting of the member, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the representative of the member. ARTICLE IV BOARD OF DIRECTORS SECTION 1. GENERAL POWERS. The affairs of the corporation shall be managed by its board of directors, which shall have such powers as are set forth in other Articles hereof and other powers including, but not limited to, the following, but subject to the approval rights of the member as set forth in Article III or elsewhere in these bylaws: CHGM30999M3 4 A. Interpreting the provisions of the articles of incorporation and bylaws. B. Controlling the fiords of the corporation and designating its depositaries. C. Authorizing expenditures from the fiords of the corporation to implement its goals and purposes. D. Performing all other acts consistent with the articles of incorporation and bylaws that may be needed to carry out the purposes and resolves of the corporation SECTION 2. NUMBER TERM AND ELECTIONS A. NUMBER. All directors in office as of June 28, 2007 are hereby removed as of the effective date of these bylaws. From and after the effective date of these bylaws, the number of directors shall be three (3), consisting initially of Dan Watts, Allen Rodriguez and Tommie Fitzgibbons. The number of directors may be decreased by amendment of this section to not fewer than three (3) or increased to any number from time to time by amendment of this section, unless the Articles of Incorporation provide that a change in the number of directors shall be made only by amendment to the Articles of Incorporation. B. TERM.. From and after the effective date of these bylaws, each director shall otherwise hold office for the term of one (1) year and until his successor shall have been elected and qualified. A director may serve more than one (1) term of office as a director, which terms may, but need not, be successive. C. ELECTION OF DIRECTORS. At the annual meeting of the member, the member may nominate at least that number of candidates for directors equal to the number of directors to be elected. The member shall be entitled to vote one (1) vote for each position on the board of directors to be filled at such meeting. Voting shall not be cumulative. The nominees receiving the largest number of votes shall be elected as directors_ SECTION 3. REGULAR MEETINGS. A regular annual meeting of the board of directors shall be held without other notice than these bylaws in November of each year commencing in 2008 on such date and at such time and place as shall be set in the call for such meeting by or at the request of the board of directors, or the president of the corporation or the member. The board of directors may provide by resolution the time and place for the holding of additional regular meetings of the board without other notice than such resolution. SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may be called by or at the request of the president of the corporation, or by the member, or by any two (2) directors. The person or persons calling the meeting may fix any place as the place for holding any special meeting of the board of directors called by him or them. SECTIONS. NOTICE. Except as otherwise required by statute, notice of any special meeting of the board of directors shall be given at least three (3) days prior thereto by written CHGOD30989M3 notice to each director which shall be delivered personally, by electronic mail, by facsimile transmission, or by U.S. mail, with a concurrent courtesy copy of such notice to the member. If mailed by U.S. mail, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the director at his address as it appears on the records of the corporation, with postage thereon prepaid. If sent by electronic mail or by facsimile transmission, the notice of a meeting shall be deemed delivered one (1) business day after completion of successful transmission to the director at his electronic mail address and facsimile number, respectively, as they appear on the records of the corporation. If delivered by personal delivery, the notice shall be deemed delivered upon receipt by the director. Notice of any special meeting of the board of directors may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a director at any meeting shall constitute waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at and the purpose of a special meeting of the board shall be specified in the notice or waiver of notice of such meeting. SECTION 6. QUORUM. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board. If a quorum is not present at said meeting, a majority of the directors present may adjourn the meeting to another time without further notice. SECTION 7. MANNER OF ACTING. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute, these bylaws or the Articles of Incorporation. SECTION 8. INFORMAL ACTION BY DIRECTORS. Any action required by the Act or these bylaws to be taken at a meeting of the board of directors, or any other action which may be taken at a meeting of the board of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all directors. SECTION 9. RESIGNATION OF DIRECTORS. A director may resign at any time by written notice delivered to the board of directors or the president of the corporation. Such a resignation is effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date. SECTION 10. REMOVAL OF DIRECTORS. Any director may be removed by the affirmative vote of the member, with or without cause, at any regular or special meeting of the member the written notice of which meeting shall be delivered to or waived by the member and which shall state that a purpose of the meeting is to vote upon the removal of the one or more directors named in the notice. Only the named director or directors may be removed at such meeting. SECTION 11. VACANCIES. Vacancies occurring in the board of directors, or any directorship to be filled by reason of an increase in the number of directors, shall be filled by vote of the member, at any regular or special meeting of the member. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. CHG01\309898773 6 SECTION 12. COMPENSATION. Directors shall serve without compensation in that capacity or reimbursement of expenses incurred in attending meetings of the board of directors, any committee thereof; the Council (as hereinafter defined) or the member, provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any capacity other than as an officer or director and receiving reasonable compensation therefor. SECTION 13. MEETINGS BY CONFERENCE COMMUNICATIONS EQUIPMENT. Unless specifically prohibited by the Articles of Incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or such committee, through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other, and participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. SECTION 14. NO PROXIES. No director may act by proxy on any matter. ARTICLE V COAC IITTEES SECTION L COMMITTEES OF DIRECTORS. The board of directors, by resolution adopted by a majority of the directors in office, may designate and create one or more committees and appoint directors or such other persons as the board designates to serve thereon, each of which committees shall have at least two (2) directors and a majority of the committee's membership shall be directors. Such committees, to the extent provided in said resolution, the Articles of Incorporation or these bylaws, shall have and exercise the authority of the board of directors in the management of the corporation; but the designation and appointment of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon it or him by law, including, without limitation, Section 108.40 of the Act. Subject to the foregoing, the board of directors may refer or assign any matter to any committee and discharge or terminate any such committee. SECTION 2. TERM OF OFFICE. Each member of a committee shall continue as such until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. Each member of a committee shall serve at the pleasure of the board of directors. SECTION 3. CHAIRMAN. One member of each committee shall be appointed chairman by the board of directors. SECTION 4. VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. CHG0I1W9898T73 SECTION 5. QUORUM. Unless a greater number shall be provided in the resolution of the board of directors designating and appointing a committee or in these bylaws, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. SECTION 6. RULES. The board of directors may adopt rules for the government of any committee not inconsistent with these bylaws. SECTION 7. INFORMAL ACTION BY COMMITTEE. Any action which may be taken at a meeting of a committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all committee members. SECTION 8. COMMUNITY ADVISORY COUNCIL. The board of directors shall by resolution establish a community advisory council (the "Council') for the purpose of making recommendations to the board of directors regarding programs and activities to carry out the charitable and educational purposes of the corporation in the Fox Valley area or such other communities, if any, in Northern Illinois as may from time to time be served by the corporation. The Council shall not act on behalf of the corporation or bind it to any action. The board of directors may set such qualifications for membership on the Council as the board in its sole discretion determines, except that no member of the Council shall be an officer or director of the corporation. No member of the Council shall be entitled to receive any compensation for services rendered in such capacity or reimbursement for expenses of attendance at any meeting Of the Council or, if so requested, attendance at any meeting of the board of directors of the corporation, the board of directors of the member of the corporation, or any committee, task force or other advisory group of either the corporation or the member. SECTION 9. OTHER ADVISORY BODIES. The board of directors may create and appoint persons to a commission, advisory body, task force or other such body which may or may not have directors as members, which body shall not act on behalf of the corporation or bind it to any action, but may make recommendations to the board of directors or to the officers of the corporation. Members of any such body shall be selected on the basis of such qualifications as the board of directors may from time to time determine. No member of any such body shall be entitled to receive any compensation for services rendered in such capacity or reimbursement for expenses of attendance at any meeting of such body or, if so requested, attendance at any meeting of the board of directors of the corporation, the board of directors of the member of the corporation, or any committee, task force or other advisory group of either the corporation or the member. ARTICLE VI SECTION 1. OFFICERS. The officers of the corporation shall be a president, a treasurer and a secretary and such vice presidents, assistant treasurers, assistant secretaries or other officers as may be appointed by the board of directors. Officers whose authority and duties are not prescribed in these bylaws shall have the authority and perform the duties prescribed from time to time by the board of directors. Any two or more offices may be held by the same CHGomo989s'n3 person except for the office of president and treasurer. Except for the office of secretary or assistant secretary, all officers must be directors of the corporation or then - current officers; directors or employees of the member. SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the board of directors at the regular annual meeting of the board of directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Vacancies may be filled at any meeting of the board of directors. Each officer shall hold office until his successor shall have been duly elected and qualified, unless the office is vacated prior to that time. Election of an officer shall not of itself create contract rights. SECTION 3. REMOVAL. Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. SECTION 4. VACANCIES. A vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise may be filled by the board of directors for the unexpired portion of the term. SECTIONS. PRESIDENT. The president shall be the principal executive officer of the corporation. Subject to the direction and control of the board of directors, he shall be in charge of the business and affairs of the corporation; he shall see that the resolutions and directives of the board of directors are carried into effect except in those instances in which that responsibility is assigned to some other person by the board of directors; and, in general, he shall discharge all duties incident to the office of president and such other duties as may be prescribed by the board of directors. The president shall preside at all meetings of the board of directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors or these bylaws, he may execute for the corporation any contracts or other instruments which the board of directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument. SECTION 6. VICE PRESIDENT. Each vice president, if any, shall assist the president in the discharge of his duties as from time to time may be assigned to him by the president or by the board of directors. In the absence of the president or in the event of his inability or refusal to act, any vice president shall perform the duties of the president and when so acting, shall have all the powers of and be subject to all the restrictions upon the president SECTION 7. TREASURER The treasurer shall be the principal accounting and financial officer of the corporation. He shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation; (b) have charge and custody of all funds of the corporation, and be responsible therefor, and for the receipt and disbursement CHG0100969M3 9 thereof; and (c) perform all the duties incident to the office of treasurer and such other duties as . from time to time may be assigned to him by the president or by the board of directors. SECTION 8. SECRETARY. The secretary shall record the minutes of the meetings of the board of directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation; keep a register of the post office address of each director which shall be famished to the secretary by such director, and perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors. SECTION 9. ASSISTANT VICE PRESIDENTS ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant vice presidents, assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the vice president, the treasurer or the secretary, respectively, or by the president or the board of directors. SECTION 10. COMPENSATION. Officers shall serve without compensation in that capacity or reimbursement of expenses incurred in attending meetings of the board of directors, any committee thereof, the Council or the member; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any capacity other than as an officer or director and receiving reasonable compensation therefor. ARTICLE VII CONTRACTS, CHECKS, DEPOSITS AND FUNDS SECTION 1. CONTRACTS. The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances. SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or the vice president of the corporation. SECTION 3, DEPOSITS. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the board of directors may select. SECTION 4. GRANTS AND GIFTS. The board of directors may apply for and/or accept on behalf of the corporation any grant, contribution, gift, bequest or devise for the general purposes or for any special purposes of the corporation. CHGG11309898773 10 ARTICLE VIII BOOKS AND RECORDS The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the board of directors and committees having any of the authority of the board of directors. All books and records of the corporation may be inspected by the member and by any director, or the agent or attorney or the member or any director, for any proper purpose at any reasonable time. ARTICLE IX FISCAL YEAR The fiscal year of the corporation shall be fixed by resolution of the board of directors. ARTICLE X POLITICAL CAMPAIGNS The corporation shall not, at any time, directly participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office or, except as an insubstantial part of its activities, attempt to influence the passage or defeat of legislative proposals. This provision shall not be construed to prevent any officer or director in his individual capacity from engaging in any of the foregoing activities. ARTICLE XI INDEMNIFICATION SECTION 1. OBLIGATION TO INDEMNIFY. Subject to Sections 5, 6 and 7 of this Article, the corporation shall indemnify each director, officer, committee chairman, committee member, employee and agent of the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by him in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), brought against him or in which he is named as a party or with respect to which he is threatened to be named as a party by reason of the fact that he is or was a director, officer, committee chairman, committee member, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employer or agent of another corporation or enterprise, if the person seeking indemnification acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of no contest or its equivalent, shall not of itself, create a presumption that the person seeking indemnification did not act in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interests of the corporation, or, with respect to any criminal action CHGOM09999773 - 11 or proceeding, a presumption that the person seeking indemnification had reasonable cause to believe that his conduct was unlawful. SECTION 2. MANNER OF DETERMINING ELIGIBIF,TTY. Any indemnification shall be made by the corporation upon a determination that indemnification of such person is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 of this Article. Such determination shall be made only as authorized in the specific case (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii)if such a quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion. SECTION 3. ADVANCE PAYMENTS OF EXPENSES. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the person seeking indemnification to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this Article. SECTION 4. CONTRACT RIGHTS. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a person seeldng indemnification may be entitled under any agreement, vote of disinterested directors or otherwise, both as to action in his official capacity and_ as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, committee chairman, committee member, employee or agent of the corporation and shall inure to the benefit of the heirs, executors and administrators of such person. SECTION 5. INSURANCE. The obligation of the corporation under this Article shall not be limited to the proceeds of liability insurance policies actually paid to the corporation or directly to or for the benefit of the person claiming indemnification under this Article. The corporation may purchase and maintain insurance on behalf of any person who is a director, officer, committee chairman, committee member, employee or agent of the corporation against any liability asserted against him or incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article. SECTION 6. REPORT TO MEMBER If the corporation has paid indemnity or has advanced expenses under this article to a director, officer, committee chairman, committee member, employee or agent, the corporation shall report the indemnification or advance in writing to the member with or before the notice of the next meeting of the member. SECTION 7. MUTATION ON INDEMNIFICATION. Notwithstanding any provision of this article to the contrary, any indemnification of its officers, directors and any other persons who constitute the corporation's "organization managers" under Section 4958 of the Code, including the payment of insurance premiums therefor, shall be limited to the circumstances in which such indemnification shall not be an "excess benefit transaction" under Section 4958 of the Code and the applicable regulations thereunder, and in no event shall the CHGOD.309898773 12 total compensation of an indemnified organization manager, including such manager's allocable share of any such insurance premium, be caused thereby to exceed reasonable compensation under chapter 42 of the Code. ARTICLE XII SEAL The corporate seal, if any, shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Illinois." ARTICLE XIII WAIVER OF NOTICE Whenever any notice is required to be given under the provisions of the Act or under the provisions of the Articles of Incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XIV AMENDMENTS The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors, subject to the affirmative approval of the member as provided in Article III. Such action may be taken at a regular or special meeting of the board of directors for which written notice of such purpose shall be given, with a concurrent copy of such notice to the member The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the Articles of Incorporation. ARTICLE XV MISCELLANEOUS All words used in the singular number shall mean, extend to and include the plural where applicable and vice versa and all words used in any gender shall mean, extend to and include any other gender, all as the context may require. Article and section headings are for the convenient reference only and are not a part of the context of these bylaws. Any waiver or consent given by the board of directors or any officer or the member shall be effective only in the specific instance and for the purpose for which given and shall not be deemed a waiver or consent for or with respect to any other person, instance, purpose or circumstances. CH0011309898T73 13 C Actions required by Iaw or by these bylaws to be "written," to be "in writing," to have "written consent" or "written approval" and the Mce by or of the member, directors, or committee members, and any resignation by any officer, director, employee or agent of the corporation, shall include any consent, approval, vote, resignation or other communication transmitted or received by the corporation by facsimile, electronic mail or other electronic means and shall be deemed to be the written consent or approval, resignation or other instrument in writing (as applicable) signed by the sender identified therein whether or not containing an image of an original signature of the sender. A l CHGOMD989M3 14 NHS OF THE FOX VALLEY BOARD OF DIRECTORS 2009-2010 Carl Pietraszewski — Vice President Bank of America 135 S. LaSalle Ste. 740 Chicago,IL.60603 312- 992 -4755 Carl .nietraszewski(albankofamerica com Karen Schock - Treasurer 355 Jefferson Street Elgin, Illinois 60120 Home: 847 - 697 -2615 kschock(a�wowwaycom Allen A. Rodriguez — President Senior Vice President Director of Community Affairs Charter One Bank 71 South Wacker Drive 29`b FIoor Chicago, Illinois 60606 Work: 312 -777 -3506 Fax: 312-777-3483 arodriquez (cr�,charteronebank_eom NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. CENTRAL BOARD OF DIRECTORS 2009 -2010 Thomas P. FitzGibbon, Jr. Executive Vice President MB Financial Bank, NA President MB Financial Bank Community Development Corporation 6111 North River Road Rosemont, Illinois 60018 Work 847- 653 -1996 Fax: 847 -653 -0080 tfit7.ab0n tnbfivancial com Craig Gilmore, CPCU — (V.P. punning) Director of Multicultural Markets State Farm Insurance Companies 200 South Michigan Avenue Suite 201 Chicago, IL 60604 Work. 312 -386 -9952 Fax: 312 - 386 -9957 Cr-aig.p_ih-note.blll@=tefitm.cor,a Thomas Harazim Senior Vice President & Group Manager Corporate Banking National City Bank One North Franklin 20s' Floor Locator C- L01 -20 Chicago, Illinois 60606 Work: 312 - 338 -2265 Fam 312 - 384 -4618 'Thomas harazimQnationalcit com Dave Baptain City of Elgin 150 Dexter Court Elgin, Illinois 60120 Home: 847 - 741 -7375 dskaptain@mowxy-ay.co Paul J. Lopez — (President) Senior Vice President Park Federal Savings Bank 1823 West 47" Street Chicago, IL 60632 Work 73- 843 -1900 Fax: 773 - 434 -6043 Plopez@jmrkfed.com Floyd Minor— (V.P.Operations) 5432 S. May Street Chicago, 11, 60609 Home: 773 -538 -0100 Cell: 773 - 972 -6361 Fax: 773 -538 -3892 ifford4l PaoLcom Allen A. Rodriguez (V.P. Resource Development) Senior Vice President Director of Illinois Community Affairs Charter One Bank 71 S. Wacker M995 Chicago, IL 60606 Work, 312- 777 -3506 Fax: 312 - 777 -3483 Arodda,L ez cbaneronebard com Jimmy Simmons 733 East W Street Chicago, IL 60619 Home: 773 - 224 -3042 Cell: 773 - 727 -9571 whamVproductionsna comcastnet Robert Steele Cook County Commissioner 3936 W. Roosevelt Road Chicago, IL 60624 Work: 773-722-0140 Fax: 773 -722 -0145 R.steele@xoberts_ to org Betty Jo Swanson 7923 S. Carpenter Chicago, II, 60620 Home: 773- 783 -1399 Fax: 773- 783 -2273 Bett �oswanson43�la yahoo com Elizabeth Tilmon 6212 S. Claremont Chicago, Illinois 60636 Home: 773 -436 -8571 =Lz6@ya—I-igo.com Dave Veurink Executive Vice President TCF Bank 800 Burr Ridge Parkway Burr Ridge, IL 60521 Work: 630 -986 -7068 Fax: 630 -986 -7892 dveurinkna tcfbank.com Dan Watts – (Treasurer) Executive Vice President Park National Bank 801 N. Clark Chicago, IL 60610 Work: 312- 664-5200 Fax: 312- 335 -4519 dwatts(a,parknatl com Beth Witczak – (Secretary) Managing Director CRA & Fair Lending Officer The Private Bank 120 S. LaSalle Street Chicago, Illinois 60603 Work: 312 -564 -1444 Fax: 773 - 564 -6897 bwitczakCa theprivatebank.com ,t c Resolution Of the Board of Directors of Neighborhood Housing Services of Chicago, Inc. December 15, 2009 AUTHORIZING APPLICATION FOR CITY OF ELGIN CDBG FUNDS AND EXECUTION OF ALL NECESSARY DOCUMENTS Whereas, in order to carry on the business of NHS of the Fox Valley, an Illinois not - for -profit corporation (the "Company") the Company has determined that it is advisable and in its best interests to submit an application for City of Elgin Community Development Funds for NHS of the Fox Valley Foreclosure Prevention and Pre - Purchase Individual Counseling Project, (the Project); and Whereas, the Project will prepare new homebuyers in the city of Elgin for sustainable homeownership through individual counseling and assist current homeowners in city of Elgin in avoiding losing their homes to foreclosure through individual counseling and intervention; and Whereas, the City of Elgin must approve said application and will require the Company to execute a Funding Agreement and other necessary documents upon such approval; and Whereas, participating in the Project will help the Company promote and fulfill its charitable purposes; NOW, THEREFORE, BE IT RESOLVED that Bruce Gottschall or Jim Wheaton, Executive Director, is hereby authorized, empowered and directed to execute an application for city of Elgin Community Development Funds, a Funding Agreement and such other necessary documents upon approval of the application by the City of Elgin, and any requests for payment and documentation required to be submitted by the Company to the City of Elgin requesting the dispersal of funds. BE IT FURTHER RESOLVED, that all other ad and doings of the Executive Director, whether heretofore or hereinafter taken, which are consistent with the purposes and intent of these resolutions shall be and the same hereby are in all respects ratified, approved and confirmed. BE IT FURTHER RESOLVED, that any changes to the Project description must be approved by NHS of Chicago and NHS of the Fox Valley. Approved By the Company's Board of Directors This December 15, 2009. The below signed officers hereby certify that these Resolutions of NHS of the Fox Valley were duly approved and adapred by the Board of Directors of NHS on December 15, 2009. SIGNED: %-A A_ X + /, ATTEST: Vote: Ayes Nays Abstain James K Wheaton 4903 N. Lawndale, # 2 Chicago, IL 60625 Professional Experience: • 2005 to present: Deputy Director - Program Services & Strategy, Neighborhood Housing Services of Chicago, Inc. o Responsible for operations of NHS targeted neighborhoods, NHS' redevelopment activity, NLS' lending, NHS' homeownership counseling and: education, foreclosure & delinquency counseling, construction services, and marketing of lending, counseling & neighborhood -based services. Regularly dealing with financial institutions invested in NHS' PSSA, City of Chicago Dept. of Community Development, City of Chicago Dept. of Public Health, Illinois Housing Development Authority, NeighborWorks America, Illinois Attorney General's office, AARP, HUD, and Illinois State Treasurer on various programs managed or delivered by NHS/NLS. Work cooperatively with other NWA organizations and other national housing organizations (e.g., Housing Partnership Network, Opportunity Finance Network). 20042005: Acting Executive Director, NHS of Chicago, NLS and NHSRC (during James Johnson Fellowship Year of Bruce Gotischall, Executive Director). o While managing Lending, Construction, Home Ownership and Neighborhood managers to maintain ongoing programs, worked with the Board of Directors and Committees in managing operations, and internally with Resource Development staff on fund- raising, Finance staff on budgeting, and Hunan Resources staff on a variety of training and staff performance issues. 1992 -2004: Associate Director, Lending & Homeownership Services, NHS of Chicago, NLS. o Responsible for lending operations, home ownership counseling & education curriculum, and foreclosure & delinquency counseling services of NLS & NHS of Chicago. Worked in developing several new program initiatives (Chicago Family Housing Fund, N.O.R.M.A.L., PSSA 2003) with lender partners and delivered programs to NHS customers. Developed in partnership with City of Chicago and implemented TIF Neighborhood Improvement Programs, Lead -Safe Homes Initiative, and Target Block Programs. Applied for and was successful in securing capital/grant funding from CDFI Fund four different times between 1996 and 2006. • 1991 -1992: Consultant, Community Development Issues, San Clemente, CA o Consultant in areas of low /moderate income lending; housing counseling, board development; strategic planning; & project management for non -profit organizations. Clients included Community Corporation of Santa Monica; Neighborhood Reinvestment Corporation; and NeighborWorks programs in California and Washington. 1987 -1991: Program Director, NHS of Chicago o Responsible for all operational facets of two citywide home improvement loan programs (Chicago Energy Savers Fund and Neighborhood/Chicago Home hmprovement Program), providing service delivery to low /moderate income home owners in every neighborhood area of Chicago. Included management of a consortium of 8 other non -profit community development organizations delivering the services in addition to NHS of Chicago & its neighborhood offices as well as managing relationships with funding entities - Bank of America, Illinois Housing Development Authority, and City of Chicago. • 1984 -1987: Neighborhood Director, NHS of Chicago o Responsible for management of 2 targeted neighborhood programs in the Central Austin and West Humboldt neighborhoods, including direct lending activity and neighborhood development activities. • 1983 -1984: Executive Director, Lake View Citizens Council, Chicago o Managed operations of 35 -year old community -based organization in Chicago, and coordinated community organizing for 8 community chapter organizations, tenant and block clubs. • 1980 -1983: Executive Director, NHS of Milwaukee, WI o Responsible for start-up of NHS program on Milwaukee's South Side, development and implementation of lending policies & programs, underwriting guidelines, and rehab procedures. • 1979 -1980: Editor, J.S. Paluch Publishing Co., Chicago o Responsible for content development, layout, and copy - editing, substantive editing, and proofreading for 3 monthly publications. Coordinated activity of photo & art departments, printers, and distribution- 1973-1979; Co-Pastor, Our Lady, Help of Christians parish, Chicago o Co-pastor in a team ministry for Catholic parish and grade school on Chicago's West Side. Responsible for adult education programs, youth programs, liaison with community organizations, group and individual counseling. • 1965 -1973: Various employments in Chicago area as commnunity organizer, bookstore manager, construction laborer, butcher, and tutor at Cook County Jail. Education: • 1974, M. Div., University of St Mary of the Lake, Mundelein, IL • 1970, B.A., Loyola University, Chicago (Major in English, Minor in Philosophy) Other: • Trainer in Community Lending Products and Community Lending Strategies; Mortgage Brokerage; First Mortgage Origination; Home Improvement and Rehab Lending, and Reverse Mortgages at various NWA national Training Institutes, 1992 to 2004. • Consultant for nom -profit organizations regarding innovative lending strategies and loan products for low /moderate income neighborhoods (1990 to present). Consulted for non -profit community development programs in Illinois, Wisconsin, Indiana, Pennsylvania, Washington, Minnesota, Missouri, Ohio, California, North Carolina, and New York. • Awarded the `Affordable Housing Leadership Award' by the Illinois Mortgage Bankers' Association, 2003 • Certified (AARP) Reverse Mortgage Counselor Kathleen T. Walsh 1685 Mill Street, Unit 602 Des Plaines, Illinois 60016 312 - 371 -0457 f e- mail: kathleen.walsh@comcast.net Areas of Expertise • Management of teams in high performing organizations • Regulatory compliance and monitoring • Performance measurement and accountability • Relationship development • Public sector operations • _ Program evaluation and organizational design Professional Neighborhood Housing Services of Chicago Chicago, IL Experience Chief Financial Officer 2007 - current • Responsible for financial management and information technology operations • Manages complex financing operations related to finance, lending, servicing, and asset management • Oversees accounting and financial reporting related to mortgage banking, not -for- profit accounting, and real estate including, intercompany transactions, investments in limited partnerships, and Federal Single Audit guidelines • Manages relationships with investors, lenders, program executives & Board members • Reviews processes and internal controls to ensure effectiveness and efficiency of operations; enhance processes through technology, improve policies and procedures Heartland Alliance for Human Needs and Human Rights Chicago, IL Chief Financial Officer 2006— 2007 Responsible for the overall financial management and information technology i operations of Heartland Alliance and its partners, which includes primary care, dental, mental health and substance abuse, supportive housing, economic security and legal protection services; Directs finance department of forty staff, including three controllers • Facilitated a successful revenue cycle program review in primary care and dental operations which resulted in a significant increase in Medicaid collections • Implemented new automated general ledger system which included new dashboard reports, streamlined accounts payable operations, and infrastructure for automated purchase requisition system • Established quarterly financial reporting to executive team RPMG LLP Chicago, IL Director, Midwest Public Sector Advisory Services 1995 -2006 • Manage multiple project teams of up to 10 and direct core staff of up to 11 ensuring projects are completed on time, on budget, and in accordance with professional standards • Manage client relationships with municipalities, school districts, housing authorities, transit agencies, park districts, state agencies, and not- for - profit organizations, including federally funded programs • Conduct high quality process and program evaluations, performance measurement studies, regulatory compliance reviews, and costing studies to improve operational efficiency and effectiveness, ensure accountability, identify cost savings, and increase revenues for public sector clients • Prepare policies and procedures and assist clients with implementation to ensure compliance with laws and regulations • Present reports to senior client executives Kathleen T. Walsh 1685 Mill Street, Unit 602 Des Plaines, Illinois 60016 312- 371 -0457 e -mail: kathleen.walsh(a)comcast.net • Lead employee mentoring program; co -chair Chicago Office women's leadership initiative; and participate in firm -wide annual internal quality control reviews • Led firm's first large outsourcing effort for a $4 billion Chicago area public school district; conducted reviews of departments and programs to provide recommendations for improving operational efficiency and effectiveness, enhancement opportunities and cost savings, ensuring compliance, and identifying best practices; established program management office to effectively coordinate engagement with client representatives and manage multiple project teams • Served as temporary chief financial officer for large Chicago social services agency • Served as engagement manager on financial statement and Single (A -133) audits for governments and not - for - profits COOK COUNTY AUDITOR'S OFFICE Chicago, IL Auditing Supervisor 1987 -1995 . Conducted reviews of County departments, including Federal programs, identifying opportunities for operational improvement and issues of noncompliance with laws and regulations, including the recovery of $2.1 million in County funds • Prepared and presented reports to senior management and the Audit Committee for review and follow -up • Managed internal audit division of department and directed a staff of 15, ensuring projects were completed on time, efficiently, and in accordance with professional standards • Updated and standardized internal office policies, procedures and manuals, office audit report tracking system, time management system, and local area network • Prepared indirect cost allocation plan for the County to identify costs eligible for Federal reimbursement Education HARVARD UNIVERSITY, Kennedy School of Government Cambridge, MA Master in Public Administration, 2006 DEPAUL UNIVERSITY Chicago, IL Bachelor of Science in Commerce - Accounting, 1987 (Strobel Scholars Honors Accounting Program) Community Member, DePaul University Accounting Advisory Board — 2009 — current Service Board Member, Resurrection High School — 2009 —current Member, Resurrection High School Finance Committee — 2007 — current Member, Resurrection High School Development Committee — 2006 - 2007 Board Member, DePaul University, Kellstadt Graduate School of Business Alumni Board, 1998 -2002 Board Member, Civic Federation, 2004 — 2005 Reviewer for over five years, Government Finance Officer's Association Special Review Committee, Certificate of Achievement for Excellence in Financial Reporting Reviewer for two years, Association of Government Accountant's Service Efforts and Accomplishments Program DePaul University, Corporate Day speaker to prospective students, 2001 -2005 Memberships American Institute of Certified Public Accountants Illinois CPA Society Certification Certified Public Accountant — State of Illinois v o N m V m N 0 V M Y m .A- O n I'% Ec Y r Q A 0 0 w �C[ mm p d t�9q W !D N v r o O m V A N Qr l7 A A< v � Q m Icon m N t09 N acorn N W Q •- mA n m m A� m o � m< T 9 r m H! vJ W ua u> N O (O M A N O Q Q N M' 1n ' R) A lf1 In < m m M A (•'; ,a O m N M m m W A b A N m A m �, O m A < M• M A m m M N N O O c0 N N O �T H w m m tmp mA m M @ OOi O< N W O VI m A Q O< N M A N m N m- Ol N m A m m r tC 0 < P m N m Q W p ro m r N O mQ m QN m m(n � m m m A m C W n N m 1m v M m omA P.:CT $<m Mm 06 id o mA Nan � o �n m m M n W � � l0 EN�OO A � Y e= 61 m c] �Oy sT a0 ei O O O O W r m r Y N W N OMi Q N t•1 m ro W N W O M q N < L C aT+f W Hs to p to d.. 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cu �m 0.�' H c % ¢g 22_"2•g Em Sew @ `U o w W 0 a° g a m E s E O .m cc o 1 V ° c o m O p m m o m 0 0 p 5 ;NU dtn oKU as J - -R� o C �+U2U- �fgiK� C ip 0MU0 oLLCalm n $ m a a C UJ v m a aH a a � m ti Z d O � w N U � U y a � V >L E O � O C -a m S m 3 U O � O O L m d Z d s 0 v w a w C9 O r o� Oeq r eeMOw rai OiN O�[i m 0) m cli rnn N N OON. -n 00°e u> -IM 00 M -� m o - n to co O O to rn < 00 00 00 o o m oO m M N OO lOOOe�CCO N m�M -OO m�Fi M M M O R n O Oo`— N O CO M 000 M OO Nt-co Om M 00 O.-MwOm Okon,M - Oo0�0 3O V nO LO ON W IM OC-4V)"e N 00•-4 n 1 O f, NCO N W M N c GO cr to< CL a a a W m A m Ci U > m A® !b f0 C O me E a 3 NLL QO = m Q 0 N N L Q; O D~ W Y E E ° U > m N an°S3QQ Q ao'30v rnoo It 'mUUUU2`o`oU��v.��co mS.E U o0 101-0 0 J-j 43 0 c E rZ: rn o,. •i:mmLL[i mID" hs "iL N O� IA. r + 0 0 0 0 N N R L C N O m p S E000UZZ� U0U Z�' LC UC?Ub � m •ct w � 3 d R U E m m C a Neighborhood Housing Services of Chicago, Inc. and Related Entities (658,612) Statement of Activities (658,612) Contractual Services - property subsidy For the Period Ended - - (100,000) Direct Costs of.Property Sold/Rented October 31, 2009 842,164 $ - $ - $ 842,164 Subtotal Other Operating Expenses as of October 31, 2009 $ 83,662 Forgiveable Loans Temporarily Permanently 200,602 Unrestricted Restricted Restricted Total (in whole Ooffars) Rental Expense 32,477 Support and revenues Lower of Cost or Market AcUmIrnent - Support Deprectiation and Amortization 113,229 Contributions and Private Grants 701,319 125,000 770,306 $ 826,319 Public Grants 135,501 - 6,776,689 135,501 Satisfaebon of Contribution Restrictions 1,023,112 (1,023,112) (1,155,677) $ (898,112) $ - Total Support $ 1,859,932 $ (898.112) $ - $ 961 820 Revenues - Change in Net Assets after Minority Interest $ (1,155,677) Contractual Services 209,853 - - $2,659,653 Premium Income and Senridng Fees 331254 - - 331,254 Property Management and Development Fees 153,991 - - 153,991 Loan Processing Fees 282,691 - - 282,691 Interest on Notes Receivable 264,150 - - 264,160 Investment Interest 2.190 - - 2,190 Rental Income 51,510 - - 51,510 Miscellaneous 15,341 15,341 Total Revenues $ 3.760,980 $ - $ - $ 3,760,980 Total Support and Revenues $ 5,620,912 $ (898,112) $ - $4722,800 Net Assets Released from Usage Restrictions Sab ofaction of usage restrictions - _ $ 5,620,912 , , ,0 Expenses Program services Community Consult & Assist 1,760,954 - - 1,760,954 Neighborhood Redevelopment 764,706 - _ 764,706 Community Lending Programs 1,481,948 - - 1,461,948 Interest and real estate taxes 175,896 176,895 Total Program Services $ 4.164,503 $ - $ - $ 4,164,502 Support Services Management and General 1,463,551 - " - $1,463,551 Resource Development 378,229 - 378,229 Total Support Services $ 1,841,780 $ - $ - $ 1,841,760 Indirect cost allocation $ - $ - $ $0 Total Operating Expenses $ 6,006,283 $ - S - $ 6,006282 Other Operating Income & Expenses Sale of Property (658,612) - - (658,612) Contractual Services - property subsidy (100,000) - - (100,000) Direct Costs of.Property Sold/Rented 842,164 $ - $ - $ 842,164 Subtotal Other Operating Expenses 83 ,552 $ 83,662 Forgiveable Loans 200,602 200,602 Bad Debt Expense 340,446 340,446 Rental Expense 32,477 32,477 Lower of Cost or Market AcUmIrnent - - Deprectiation and Amortization 113,229 113229.00 Total Other Operating Expenses $ 770,306 770,306 Total Operating & Other Operating Expenses $ 6,776,689 6,776,589 Change in Net Assets before Minority Interest $ (1,155,677) $ (898,112) $ - $(2,053:789) Minority Interest - - - - Change in Net Assets after Minority Interest $ (1,155,677) $ (898,112) $ - $ (2;053,789) Net Assets at Beginning of Year $ 3,366,169 $10,628,556 $ 2,922,332 $16,937,057 Net Assets at End of Year $ 2,230,492 $ 9,730.444 $2,922,332 $14,883268 Page 14 l N d' It 4- P o m n q vi r m no m bv.nmmo �nry No o Q°oo�no p no r F O m N m m r m N p N P 11 Yl O b m O O m b n m N F Q � m F O� T V O F F Q N O VI V C Q N^ o a y O P m O Ih .� V Apo m N b O g p P m N m no m bv.nmmo �nry No o Q°oo�no p no r F b MI N M n lV O� 11 Yl O b m O O m b fZ b O n m N F Q P F F F Q N O VI V o a y G Apo O V Lam' C v! v � �N c o � o 'c � w za" m °• Q q �O .°.y a oo n m v- a. m e� m- � � � .N. m m Qo $ q rym m N b O g p P m N m no m bv.nmmo �nry No o Q°oo�no p no r F b MI N M n lV O� 11 Yl O b m O O m b cG. 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G at [{) V N O m s° v o ga a m q r°n O l es 'J Cg m i w F= . O 1y d 0. _ :_ I; !( . \) ƒ % \ E ( !!£§ ! /k\ �( «!tea§ - - ��- _,-__,,,,_, � k,f]2 i7 �( k� §}! §Iga14 ƒ % \ E ( Neighborhood Housing Services of Chicago, Inc. and Related Entities Comments on Financial Statements As of October 31, 2009 Statements of Financial Position NHS L Accounts and Fees Receivable, Other — The October 2009 balance consists of: Neighborwotks —NFMC City of Chicago — NLP — Operations Employee Assisted Housing Program Chicago Community Trost City of Chicago — HRAII, North Lawndale- Greystone — City of Chicago National Endowment for the Arts Lead Safe Homes Roseland - HRAIL Other Total Z .Pledges Receivable --The balance consists of State Farm Insurance Northern Trust Bank Citibank Steans Family Foundation Total $531,342 308,333 68,750 46,250 19,459 4,649 4,167 1,994 1,873 1.2h2 198&Q59 30,000 20,000 1Q;000 7-875 $67,875 3, Loans Receivable (net) —The balance of Loans Receivable includes the following: Loans Receivable $69,446 Allowance for loan loss (15 4001 Loans Receivable (net) $54-046 4. PropertyHeldforRehabilitsdon and Resale -REO properties that are not intended to be rehabbed are now recorded by the loan originating entity - NHS. The account includes two properties. 5. Program Receipts Payable —This account represents daily remittances on NHS loans, primarily City of Chicago HELP loans approximating $600,000. Notes to Financial Statements p. t Neighborhood Housing Services of Chicago, Inc_ and Related Entities Comments on Financial Statements As of October 31, 2009 6. Notes Payable —The balance is comprised of MacArthur Foundation $2,300,000 Northern Trust 750,000 Park National 231,274 Discount on below market 929 Total $x.879,345 7. TernporadlyRes&cted Net Assets— The balance consists of $350,000 from the MacArthur Foundation Foreclosure Prevention and Mitigation Project two-year grant, .imputed interest on both the MacArthur Foundation Program Related Investment and Northern Trust Loan, and the Chicago Community Tmst NLS 8. Cash - The cash decreased from the prior month due to the origination of loans.. 9. Cash and Cash Equivalents — Restdcted— This balance represents the investors' loan loss reserve account balance on the 2002 & 2009 PSSA accounts, 10. Accounts acrd Fees Receivable, Other —The October 2009 balance consists of Loan Closing Payoffs $841 ,386 City of Chicago — Lead Safe Homes Grant* 787,591 City of Chicago — TIF 328,750 City of Chicago — NLP— Operations 303,333 City of Chicago — Target Block Program ** 128,563 Chicago Climate Change Initiative 55,948 REO — Receivable 33 875 Total SZ478,652 *Pass thm Grants to customers. **Includes pass -thin Grants to customers and administrative fees. 11 Loans Held for Sale (net) — The balance of Loans Held for Sale includes the following. Loans Held for Sale —1st & 2nd (net of construction escrows) $10,864,554 Loans Held for Sale — construction only 2,190,708 Allowance for loan loss 55 765 Loans Held for Sale (net) $11495497 Notes M Financial Statemffts p. 2 Neighborhood Housing Services of Chicago, Inc and Related Entities Comments on Financial Statements As of October 3L 2009 12. Loans Receivable (net) —The balance of Loans Receivable includes the following. Loans Receivable - Pattnetsbips $677,901 Loans Receivable — Single Family Mortgages 350,043 Allowance for loan loss 03 Loans Receivable (net) $872,741 13. Loans Receivable— Deferred (net) — The balance of Loans Receivable — Deferred includes the following. Loans Receivable * $3,539,076 Allowance for loan losses (999,427) Discount on loans receivable 6(5 6;303) Loans Receivable - Deferred (net) S1.973346 *Deferred loans are made using temporarily restricted CDBG and CDFI funds. Upon repayment from the borrower, the funds are to be used for new loans. Deferred loans made through March 31, 2009 are recorded net of an allowance for loan losses as well as discounted to present value. Loan losses are estimated to be thirty -five percent of the balance. Loans are expected to become payable is eight years. 14. Properi7l3eld fbrRehabl/itation and Resale - REO properties that ate not intended to be rehabbed ate now recorded by the loan originating entity - NIS. The balance contains four properties. 15. Loan Loss Reserve —This balance represents the investor's loan loss reserve account balance on the 2002 for $40,644 and 2009 for $123,526. 16. Program Receipts Payshle —This account represents the daily remittances on NLS loans. 17. Notes Payable — The balance is comprised ofi Harris Bank Revolving Credit Facility Northern Trust Ford Foundation Discount on below market Total $8,500,000 2,500,000 2,000,000 (L53,391) $12.146.610 Notts to Finanaal Statements p. 3 Neighborhood Housing Services of Chicago, Inc. and Related Entities Comments on Financial Statements As of October 31, 2009 18. TemporadlyRestricted Net Assets —The balance includes $2,987,106 in CDBG Loan Capital — Available and $2,953,754 in CDBG Loan Capital —Used and $150,000 from the MacArthur Foundation for the Foreclosure Prevention and Mitigation Project Grant NHSRC 19. Accounts and Fees Receivable, Other— The balance consists of Mercy Portfolio Service $30,000 Single Redevelopment Projects Sold 18,8' Total $48,823 20. Accounts Receivable — Development Projects — This balance consists of: Roseland New Homes Phase n $360,096 Lawndale Gateway 97,122 Roseland Place 92,486 Roseland Village 58,846 South Chicago 14,013 New Homes West Humboldt 11.132 Total $633,695 21. Accounts Receivable Partnerships — This balance represents interfund borrowings fox general operating expenses, phis unpaid property management fees and partnetship fees. 22. PropettrBeld fot Rehab and Resale —The balance contains 19 lots and 18 buildings in October 2009. 23. Deferred Revenues — The balance consists of: City of Chicago — TBI2 National Trust for Historic Preservation State of Illinois — DCCA Home Depot Total - 24. Notes Payable — The balance is comprised of- Northern Trust City of Chicago — Housing Discount on below market Total $61,500 50,000 49,500 2S,745 $196.745 $1,750,000 485,313 588, 911 $L646_322 Notes to Fswvdal Stakmmtr ,t. 4 Neighborhood Housing Services of Chicago, Inc. and Related Entities Comments on Financial Statements As of October 31, 2009 25. Temporadl ,Restricted Net Assets— The balance consists of imputed interest from the Northern Trust Loan. NHSRC - Initiatives 26. Accounts Receivable Receiverships— In October 2009 there were 372 projects and in October 2008 there were 179 projects. M. Prooxam Receipts Payable — Receivership program income payable to the City of Chicago. Notes to Finanad Statements p. 5 Neighborhood Housing Services of Chicago, Ina and Related Entities Comments on Financial Statements As of October 312009 Statements of Activities NHS 1) Satisfaction ofContribudon Restdclrons - The increase reflects the monthly release of a portion of the MacArthur Foundation Foreclosure Prevention and Mitigation grants. 2) Contractual Services —The balance consists of NWA - Counseling $734,879 City of Chicago — NLP 538,466 NWA — Administration Fees 80,050 University of Chicago - EAHP 52,500 Gxeystone 34,866 Homecoming Rental Income 19,500 National Endowment for the Arts 16,667 City of Chicago — Lead Safe Homes 15,502 State Bill 1167 11,400 City of Chicago - HRAIL 6,245 Other 3 594 Total $1513,671 NLS 3) Contributions and Private Grants —The amount represents the donated value of services for the legal work associated with PSSA 2009. An offsetting charge was also made to legal services expense. 4) Satisfaction ofcontnbution restrictions —The amount reflects the release of a portion of the MacArthur Foundation Foreclosure Prevention and Mitigation grant and forgivable loans made through the NIP -CDBG contract 5) Contractual Services — The balance includes: City of Chicago — NLP $538,466 City of Chicago — TIF 109,411 City of Chicago — Lead Safe Homes 37,378 City of Chicago — Targeted Block 23,262 City of Chicago - IMAIL 3,538 Greystone 2.519 Total $714.574 Notes to Finaecid Statemen# p. 6 l Neighborhood Housing Services of Chicago, Inc_ and Related Entities Comments on Financial Statements As of October 31, 2009 6) Interest on Notes Receivable — The balance is lower than budget as a result of a slow down in the origination of loans during April and May while the Revolving Ctedit Facility was closing. NHSRC - Initiatives 7) Contractual Service — This balance consists of City of Chicago — Receivership Revenue $208,926 Receivership Fees 50,132 Interest Revenue Receivership 7.730 Total $266,788 Fox Valley 8) Contractual Service - 'Phis balance consists of City of Elgin — Purchase of Service $44,820 Kane County Counseling 20 000 Total 64 820 8) Premium Income and Servicing Fees— Represents Premium Fees on Loan Sales. Notes to Financial Statements p. 7 NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC AND RELATED ENTITIES Chicago, Mi.nois COMBINED FINANCIAL STATEMENTS (INCLUDING SINGLE AUDTI) March 31, 2009 and 2008 tom,. i { NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES COMBINED FINANCIAL STATEMENTS (INCLUDING SINGLE AUDIT) March 31, 2009 and 2008 CONTENTS REPORT OF INDEPENDENT AUDITORS ..................................................... ............................... 1 FINANCIAL STATEMENTS COMBINED STATEMENTS OF FINANCIAL POSITION ...................... ............................... 3 COMBINED STATEMENTS OF ACTIVITIES .............................................................. 4 COMBINED STATEMENTS OF CASH FLOWS ...................................... ............................... 6 NOTES TO COMBINED FINANCIAL STATEMENTS .................. :........................................ 7 SUPPLEMENTARY INFORMATION COMBINING STATEMENT OF FINANCIAL POSITION - 2009 ........... ............................... 31 COMBINING STATEMENT OF FINANCIAL POSITION - 2008 ........... ............................... 32 COMBINING STATEMENT OF ACITVrIIHS - 2009 ............................... ............................... 33 COMBINING STATEMENT OF ACTIVITIES - 2008 ............................... .... .. ....... .................. 35 STATEMENTS OF ACTIVITIES - PERMANENTLY RESTRICTED NET ASSETS ............... 37 SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS .................. ............................... 38 REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS............................................................................................. ............................... 40 REPORT ON COMPLIANCE WITH REQUIREMENTS APPLICABLE TO EACH MAJOR PROGRAM AND INTERNAL CONTROL OVER COMPLIANCE IN ACCORDANCE WITH OMB CIRCULAR A- 133 ................................... ............................... 42 SCHEDULE OF FINDINGS AND QUESTIONED COSTS ...................... ............................... 44 RESOLUTION OF PRIOR YEAR FINDINGS AND QUESTIONED COSTS ......................... 47 r / Crowe Homath_ Crowe Horwath LLP MMW Y .M Mwrat.ral REPORT OF INDEPENDENT AUDITORS Board of Directors Neighborhood Housing Services of Chicago, Inc. and Related Entities Chicago, Illinois We have audited the accompanying combined statements of financial position of Neighborhood Housing Services of Chicago, Inc. and Related Entities (NHS) as of March 31, 2009 and 2008, and the related combined statements of activities and cash flows for the years then ended. These combined financial statements are the responsibility of NHS' management Our responsibility is to express an opinion on these combined financial statements based on our audits. We did not audit the financial statements of the Partnerships (see Note 1 for the list of the partnerships), which statements reflect total assets of $18,450,558 and $19,210,100 and total revenues of $108,350 and $1,873,153 for the years ended March 31, 2009 and 2008. Those statements were audited by other auditors in accordance with auditing standards generally accepted in the United States of America and whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for the Partnerships is based solely on the reports of other auditors. 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 The financial statements of the Partnerships were not audited in accordance with GaoernmentAuditing Standards. 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 and the reports of other auditors provide a reasonable basis for our opinion In our opinion, based on our audits and the reports of other auditors, the combined financial statements referred to above present fairly, in all material respects, the financial position of Neighborhood Housing Services of Chicago, Inc. and Related Entities as of March 31, 2009 and 2008, and the changes in their net assets and their cash flows for the vears then ended, in conformity with accounting principles generally accepted in the United States of America. 1. ` . In accordance with Government Auditing Standards, we have also issued a report dated October 2, 2009 on our consideration of Neighborhood Housing Services internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report into 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 he read in conjunction with this report in considering the results of our audit Our audits and the reports of other auditors were made for the purpose of forming an opinion on the combined financial statements taken as. a whole. The combining information and permanently restricted statements of activities are presented for purposes of additional analysis of the combined financial statements rather than to present the financial position and activities of the individual entities. Such information has not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we express no opinion on it The accompanying schedule of expenditures of federal awards is presented for additional analysis as required by U.S. Office of Management and Budget Circular A -133,. Audits of States, Local Governments, and Non - Profit Organizations, and is not a required part of the basic financial statements_ The schedule of expenditures of federal awards has been subjected to the auditing procedures applied in the audit of the combined financial statements and, in our opinion„ is fairly stated in all material respects in relation to the combined financial statements taken as a whole. 0,17we, 4$1wdA "� Crowe Horwath LLP Chicago, Illinois October 2, 2009 9 NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES COMBINED STATEMENT'S OF FINANCIAL POSITION March 31, 2009 and 2008 See accompanying notes to combined financial statements. 0 t 2009 T 2008 ASSETS Cash and cash equivalents $ 3,261,161 $ 3,248,405 Cash and cash equivalents - restricted 1,887,314 2,440683 Accounts and fees receivable, other 6,136,094 4,275,011 Accounts receivable - receiverships 1,853,777 1,015593 Accounts receivable - development projects 926,967 777,248 Grants and contracts receivable 448,195 _ 1,171,102 Loans held for sale. (net of allowance for doubtful loans of $559,765 and $200,000) 9,271,052 12,261,106 Pledges receivable. 907,465 665,695 Loans receivable (net of allowance for doubtful loans of $177,604 and $607,228) 531,217 886,841 Loans receivable - deferred (net of allowance for doubtful loans and discount to present value of $1,565,730 and $555,322) 1,289,776 644,945 Loan servicing assets - - - - 4,173 Property held for rehabilitation and resale (net) 6,134,517 7,809,489 Property held for lease (net) 16,287,832 17,054,052 Property and equipment used in operations (net) 939,345 694,792 Capitalized intangible costs (net) 109,617 127,429 Prepaid expenses and other assets - 179283 171,913 Total assets $ 50.163,612 $ 53.248.477 LIABILMES AND NET ASSETS Liabilities Accounts payable and accrued expenses $ 2,763,211 $ 3,133,182 Loans in process 84,988 73,682 Deferred revenues 224,093 334,759 Program receipts_ payable 974,422 642,651 Customer deposits 243,832 236,491 Notes payable 28,343,832 30,787545 Total liabilities $ 32,634,378 $ 35,208,310 Minority interest 635,953 1563,121 Net assets Unrestricbed 3,342,393 3,677,388 Temporarily restricted 10,628556 8,145,722 Permanently restricted 2,922332 4453,936 Total net assets S 16.893,281 $ 16.477.046 Total liabilities and net assets S 50.163.612 $ 53.248.477 See accompanying notes to combined financial statements. 0 t NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES COMBINED STATEMENTS OF ACTIVITIES Year ended March 31, 2009 with comparative totals for 2008 Change in net assets before minority interest and Temporarily Permanently 2008 Unrestricted Restricted Restricted Total Total Support and revenues 2,612484 Minority interest 1,027,036 - Support 1,027,06 925,745 Release of Permanently Restricted Net Assets 1531.604 Contributions and private grants $ 2,947,350 $ 2,803,400 $ - $ 5,750,750 S 4,700,671 Public grants 5381501 3,167,499 - 3,706,1100 4,114,121 Satisfaction of contribution restrictions 3,523,564 (3573564) - _ _ Contribution on below market loans Adjustment- For Valley beginning net assets - 1.305,730 Total support 7,009,415 2,447,335 - 9,456,750 30,120522 Revenues S 16893.287 $ jll6 046 Contractual services 4,284,351 - - 4,284,361 2,601,688 Premiummcomeandservidngfees 1,188,215 - - 1,188,215 899,826 Property management and development fees 116,725 - - 116,715 79,849 L.oan processing fees 529,887 - - 529887 606,295 Interest on notes receivable 843,675 - - 843,675 742,647 Investment interest 46,150 - - 46,150 126,216 Mrscellaneous 169,079 - - 169.079 13ZS62 Rent and other 1,858,102 118581302 2.146.406. Total revenues 9,036,184 9.036,184 7.365,489 Total support and revenues 16,1195599 2,447,335 - 18,492,934 - 17,486,011 Net assets released from usage restrictions Satisfaction of usage restrictions on below marketloans 164501 (164,5011 16;210,100 Z28ZS34 - 18,492934 17,486,011 Operating Expenses Program services Direct costs of property rented 1,976,613 - - L976,613 1,866,627 Community consultation and assistance 2925,813 - - 2,925,873 2,549,132 Neighborhood redevelopment 1,729,080 - - 1,229,000 1,146,022 Community lending programs 2691,133 - - 2691,133 2.379,986 Interest and real estate taxes 881 .774 881,774 1,194,127 Total program services 9.704.423 - - .9704,5^3 9.135.894 ( Support services - - Management and general 2,898,135 - - 289$135 2.556,991 Resource development 801,284 - - 603.284 678,011 Total support services 3.701,419 - - 3.701.419 3235.002 Total operating expenses 13.405.842 - - 13A05.842 7237089,6 Other Operating Expenses Forgivable loans 306,765 - - 306,7,65 181,676 Deferred loans discount and allowance 1,010,408 - - 11010,408 555,322 Sad debt expense 1,689,162 - - 1,689,162 884,984 Lower of cost or market adjustment 2085,290 - - 2005,290 350,000 Depreciation and amortization 144,670 - - 144.670 147,662 Total other operating expenses 5.235.795 - - 5.35.795 Z119,044 Total expenses - 18.641,637 - 18 641,637 14489,940 Change in art assets before net property sales, minority interest and release of permanently restricted net assets (2431537) %282834 - (148,703) 2996,071 Property sates Sale of property 1,499,575 - - 1,499575 1,759,925 Contractual services- property subsidies 327,727 - - 327,727 357,400 Direct costs of property sold (2,289ADD1 - (2.289.9001 (2.500.9121 Total property sales (net) (462.0981 - (462098f (383.587) Change in net assets before minority interest and release of permanently restricted net assets (2,893,635) 2282,834 - (610,801) 2,612484 Minority interest 1,027,036 - - 1,027,06 925,745 Release of Permanently Restricted Net Assets 1531.604 200,000 (1,731,6041 - - Change ar pet assets (334,995) 2482834 (1,731,604) 416,235 3538,229 Net assets a beginning of year 3,677,388 8,145,722 4,653,936 16,477,46 12204;335 Adjustment- For Valley beginning net assets - - - 734.482 Net assets at and of year Cam- .-'182. 93 $ 10.628556 .4_ 2.922332 S 16893.287 $ jll6 046 (Continued) 4. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES COMBINED STATEMENTS OF ACTIVTITES Year ended March 31, 2008 Support and revenues Support Contnbutions and private grants Public grants Satisfaction of contribution restrictions Contribution on below market loans Totalsupport Revenues Contractual services Premium income and servicing fees Property nuinagement and development fees Loan processing fees Interest on notes receivable Investafentlnterest Miscellaneous . Rent and other Total revenues Total support and revenues Net assets released from usage restrictions Satisfaction of usage restrictions on below market loans Operating Expenses Programservices Direct costs of property rented Community consultation and assistance Neighborhood redevelopment Community ]ending programs Interest and real estate taxes Total program services Support services Management and general Resource development Total support services Total operating expenses Other_ Operating Expenses Forgivable loans Deferred loans discount and allowance Bad debt expense . Lower of cost or market adjustment Depreciation and amortization Total other operating expenses Total expenses _ Change in net assets before net property sales and minority interest Property sales Sale of property Contractual services - property subsidies Direct costs of property sold Total property sales (net) Change in net assets before minority interest Minority interest Change in net assets Net assets atbegirvdng of year Adjustment - Fox Valley beginning net assets Net assets at end of year Total $ 4,700,671 4,114,121 1305.730 10,720522 2,601,688 899,826 79,849 606,295 772,647 126,216 132,562 2,146,406 7.365A89 17,496,011 141.990 (141.9901 12527,026 4,773,995 185,000 17A86,011 1,866,627 - Tempmady permanently Unrestricted Restricted Restricted $ 2,8+.+,671 $ 1,845,000 $ - 528,417 3,400,704 185,000 1,635,459 (1435A59) - - 1.305,730 3.235,002 5,019,547 4,915,975 185,000 2,601488 - - 899,8M - 884,884 3501000 _ 79,849 _ - 147.662 606,295 - - 772,617 _ _ 12,6,216 - - 132,562 - - 2.146,406 - - 7.365A89 12385,036 0.915,975 185,000 Total $ 4,700,671 4,114,121 1305.730 10,720522 2,601,688 899,826 79,849 606,295 772,647 126,216 132,562 2,146,406 7.365A89 17,496,011 141.990 (141.9901 12527,026 4,773,995 185,000 17A86,011 1,866,627 - - 1,866,627 2,549,132 - 2,549,132 1,146)22 - - 1,746,022 2379,986. - - 2,379,986 111941127 - 1.194127 9.135.894 91135,894 2,556,991 - - 2556,991 678.011 - '678,011 3735.002 3.235,002 12.370.696 12370.896 181,676 - - 181,676 555,372 - - 555,322 884,384 - - 884,884 3501000 _ _ 350,000 147,662 - - 147.662 2.119.044 - - 2119.044 14.989.94(1 14A89.990 (1, 962,914) 0.773,985 7$51000 2,996,071 1,759,925 - - 1,759,925 357,400 - - 357,400 !2500.9121 (M,587i - (2500.9]21 (3845877 (2,346,501) 4,773,985 185,000 2,612,484 915.745 925.745 (1,42,0,7) 4,773,985 185,000 3,538,229 4,513,662 3,371,737 4,318,936 12,274,335 584.482 $ 3&77.3RR $ R.145.722 $ 150.000 4&33.936 734.482 16.477.046 See accompanying notes to combined financial statements. 5. l NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES COMBINED STATEMENTS OF CASH FLOWS Years ended March 31, 2009 and 2008 Cash flows from investing activities Contributions from pernmently restricted net assets -Fox Valley 2009 2008 Cash flows from operating activities 11,306. (1,897,704). Change in net assets $ 416,235 $ 3,538,229 Adjustment to reconcile change in net assets to net cash from - (7,962) operating activities , (6,821) 38,289 Depreciation and amortization expense 1,069,120 1,015,771 Bad debt expense 1,687,162 882,384 Contributions to permanently restricted net assets - (334.999) Contribution; from permanently restricted net assets - Fox Valley - 584482 Tower of cost or market adjustment 2 ,085,290 350AM Loss on sale of property 789,825 740,987 Proceeds fromsale of property 1,499575. 1,759,925 Minority interest (1,027,036) (925,745) Changes in assets and liabilities Restricted cash 547,138 48,269 Accounts, fees; grants, and contracts receivable (2,367,849) - 948,505 Real estate tax and insurance esaow (8,755) 138,059 Loans held for sale 29911054 (3,612,909) Prepaid expenses and oche assets 1,451 92868 Loan servicing asset 4;173 59,301 Accounts payable and accrued expense (243,176) 769,908 Deferred revenues (105,998) (87,866). Programrec iptg payable 331,771 (2522,342) Customer deposits - 1168 8576 Net cash from operating activities 7 ,670,148 3,453,203 Cash flows from investing activities Contributions from pernmently restricted net assets -Fox Valley - 150,000 Net change in loans in process 11,306. (1,897,704). Net change in loans receivable outstanding (1,978,569) (1,267,336) Net change in replacement or operating reserves 19,275 (7,962) Net change in escrow deposits (6,821) 38,289 Purchases of property used for rehabilitations and resale (2,699,718) (5,201,471) Additions to property and equipment used in operations (537,9091 (3188931 Net cash from investing activities (5,192,286) (8,54079) Cash flows from financing activities Proceeds from borrowings of debt 38,864,501 25,658,974 Repayment of debt (41,308214) (25592,964) Due to general partner (34,494) 102,298 Due to affiliates 13,101 130,419 Contributions to permanently restricted net assets - 334,999 Net cash from financing activities (2A65,106) 633,726 Net change in cash and cash equivalents 12,756 (4,418,150) Cash and cash equivalents at beginning of year - 3,248A05 7,666555 Cash and cash equivalents at end of.yeaz 4 3.251.161 $ 3.248.405 Supplemental disclosure of cash flow information Cash paid for interest $ 943,013 $ 943,676 See accompanying notes to combined financial statements. ) HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2009 and 2008 NOTE 1- NATURE OF OPERATIONS Neighborhood Housing Services of Chicago, Inc Neighborhood Housing Services of Chicago, Inc. (NHS) was organized in 1975 exclusively for charitable purposes under the Illinois General Not - for -Profit Corporation Act and is tax exempt under Section 501(c)(3). NHS was organized to provide services to residents and owners of real property including (i) dissemination of information concerning housing and community improvement programs, (ii) stimulation in the availability of improvement loans and other financing to assist and encourage the preservation, repair, and improvement of the supply of residential housing, (iii) encouragement for all levels of government to provide' services, improvements, and incentives to stimulate the housing conservation process, (iv) improvement of the flow of information and communication between community residents, City and County government, and financial institutions regarding financing terms and methods, as well as cooperative efforts to prevent community deterioration, (y) providing technical assistance in both housing matters and other activities for the community good, (vi) encouragement and assistance in formation of local organizations of community residents to achieve these goals, and (vii) financial support of these community organizations, and providing loan funds for those who could not otherwise obtain financing. NHS is a Community Development Financial Institution (CDFI), certified by the United States Department of the Treasury as of September 19, 1996, and is a chartered member of NeighborWorks America r" Through NHS' partner network of Corporations, Foundations and Governmental Agencies, NHS' operations are funded by contributions and grants from the corporate community, governmental agencies, individuals, and contract services. Neighborhood residents, representatives from NHS' corporate partners, professional staff and other partners work together to rehabilitate and improve housing facilities in Chicago neighborhoods including, West Englewood, West Humboldt Park Roseland, North Lawndale, Back of the Yards /Garfield Boulevard, Chicago Lawn /Gage Park, Auburn Gresham Englewood, South Chicago, as well as the suburban Fox Valley Community area- The financial statements present the information of Neighborhood Housing Services of Chicago and its Related Entities, including, Neighborhood Lending Services, Inc., NHS Redevelopment Corporation, NHSRC Initiatives, Inc., NHS of the Fox Valley, various limited partnership and other related entities as described below. Neighborhood Lending Services, Inc. Neighborhood Lending Services, Inc. (NLS), was organized in 1987 under the Illinois General Not-for-Profit Corporation Act and is tax exempt under Section 501(c)(3). The purposes for which NLS was organized were (i) to receive, administer and disburse funds exclusively for scientific; educational and charitable purposes without pecuniary gain to its members, (ii) to make loans for the benefit of persons of low /moderate income who reside primarily in targeted inner-city neighborhoods for improvements to their residences, (iii) to stem or otherwise prevent deterioration of existing housing stock in targeted inner -city neighborhoods and (iv) to provide improved housing facilities for persons of low and moderate income. (Continued) 7. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO; INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS March 31; 2009 and 2008 NOTE 1- NATURE OF OPERATIONS (Continued) NLS is a residential mortgage licensee in the state of Illinois and a Community Development Financial Institution (CDFI), certified by the United States Department of the Treasury on June 30, 1999. To meet organizational purposes, NLS operates a range of loan programs under the Neighborhood Lending Program using both public and private resources to assist homeowners in buying, sustaining ownership and rehabilitating their one (1) to four (4) unit homes. Particfpating, Sale and SeroicingAgreements NLS originates first and subordinate residential mortgages, packages the loans into Mortgage Loan Ownership Certificates, and sells the Certificates to investors (Certificateholders) in accordance with Participating, Sale and Servicing Agreements (PSSA's). Each PSSA has a three year Purchase Period wherein Certificateholders commit to Purchase Certificates up to a specific amount The PSSA's are an agreement between the Seller (NLS), the loan Servicer (NLS) *, and Certificateholders. Certificateholders are financial institutions. PSSA Series 2002 was signed November 5, 2002, PSSA Series 2006 was signed January 10, 2006, and PSSA Series 2009 was signed April 24, 2009. The following chart presents the original commitment to purchase, the amount purchased at the end of the Purchase Period, and the PSSA balance as of March 31, 2009. Series Commitment to Purchase Purchased by Certificateholders PSSA.Balance March 31, 2009 2002 $100,000,000 $72,833,363 $43,963,165, 2006 $100 ,000,000 $91,071,379 $83,232,359 2009 $110,250,000 N/A N/A The PSSA balances are not held by NLS, as the sale of the Certificates to the Certificateholders is without recourse. NLS as Servicer sub- contracts out daily sub - servicing duties. NLS uses several facilities to .originate and warehouse loans prior to We including a $10 million Revolving Credit Facility provided by five financial institutions. On May 5, 2009, NLS dosed a new Revolving Credit Facility with four lender banks for $12 million * MB Financial Bank was the original Servicer on Series 2006. An amendment agreed to by the Certificateholders in June 2009 transferred Servicing to NLS. NHS is the sole member of NLS and thus the NLS Board of Directors is accountable to the Board of Directors of NHS. Accordingly, NLS has been combined with NHS in the accompanying combined financial statements. (Continued) 91 NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS y March 31, 2009 and 2008 NOTE 1- NATURE OF OPERATIONS (Continued) NHS Redevelopment Corporation NHS Redevelopment Corporation ( NHSRC) was organized in 1979 under the Illinois General Not - for -Profit Corporation Act and is tax exempt under Section 501(c)(3). NHSRC was organized to (i) to receive and administer funds exclusively for scientific, educational, and charitable purposes, without pecuniary gain or profit to its members, (ii) to assist in projects, undertakings, studies and other activities in cooperation and in conjunction with governmental and civic bodies for the elimination of slum, blight, and blighting conditions, (iii) to aid, assist and foster the planning, replanning development, renewal, redevelopment of the City of Chicago, Illinois, (iv) to combat community deterioration, and (v) to promote adequate housing, community facilities, and other related facilities and services and conditions, economic or otherwise, conducive to the progress and general welfare of the community. Neighborhood rehabilitation activities include renovating and constructing single - family homes for resale, renovating multi-family housing for rental, and renovating and managing multi- family housing for others. NHS is the sole member of NHSRC and thus the Board of Directors of NHSRC is accountable to the Board of Directors of NHS. Accordingly, NHSRC has been combined with NHS in the accompanying combined financial statements. NHSRC Initiatives Inc NHSRC Initiatives Inc. ( NHSRCI) was organized in December 2005 under the Illinois General Not - for -Profit Corporation Act in part, but not limited to, the purpose of taking ownership of or exercising control under court order of troubled and blighted buildings located within the City of Chicago. These troubled and blighted buildings will then be rehabilitated to, at the minimum, meet. the City of Chicago Building Code requirements, Some properties may be sold to third pares using various city and federally funded programs. NHS is the sole member of NHSRCI and thus the Board of Directors of NHSRCI is accountable to the Board of Directors of NHS. Accordingly; NHSRCI has been combined with NHS in the accompanying combined financial statements. NHS of the Fox Valley NHS of the Fox Valley was organized under the Illinois General Not-for-Profit Corporation Act and is tax exempt under Section 501(c)(3). Effective August 1, 2007, NHS of Chicago became affiliated with NHS of the Fox Valley (NHSFV), formerly known as Neighborhood Housing Services of Elgin, Inc This affiliation was done with the approval and participation of NeighborWorks America (Continued) 9. t <;. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2009 and 2008 NOTE 1- NATURE OF OPERATIONS (Continued) NHS of the Fox Valley was organized to combat community deterioration, to provide relief for the poor, distressed or underprivileged and to lessen neighborhood tensions by: (a) providing and sponsoring community -wide educational programs in the fundamentals of homeownership and providing other assistance to potential and existing homebuyers and homeowners who are low- income residents of communities, or residents of low- income communities, in the Fox Valley area and other communities or areas of Northern Illinois from time to time served by the corporation and (b) renewing pride; restoring confidence, and stimulating reinvestment in and the revitalization of deteriorated urban neighborhoods in communities in Area in partnership with low - income residents of the Area, residents of low - income communities in the Area, public officials and Iocal governmental units in the Area, the Area business community, private foundations and others interested in strengthening communities in the Area and expanding the supply of affordable housing in the Area NHS is the sole member of NHSFV and thus the Board of Directors of NHS of the Fox Valley is accountable to the Board of Directors of NHS. Accordingly, NHS of the Fox Valley activities; effective August 1, 2007, have been combined with NHS in the accompanying combined financial statements. Limited Partnerships NHSRC acts as General or Co-General Partner of several limited partnerships which operate affordable housing apartment complexes and senior housing facilities in Chicago. The limited partnerships were designed to facilitate the allocation of low- income housing tax credits (LIHTC's) to the limited partners. The following noted General Partner corporations are wholly owned by NHSRC who acts as General or Co- General Partner with an ownership percentage as noted in the following limited partnerships: General Partner Corporations New Partnership, Inc. New Partnership, hnc New Partnership, hnc New Partnership, Inc PC Austin, LLC Roseland Ridge, Inc. Pine Race II, Inc. NHS Roseland SLF, hic." NHS South Chicago SLF, Inc. ** Ownership% Limited Partnerships .01 701 N. Central Associates* .01 600 N. Central Associates* .01 East Garfield Park Limited* .01 East Garfield Park II Limited* .01 Pine Central Apartments .001 Roseland Ridge Apartments .001 Pine Race II Limited .0051 Roseland SLF Associates 51 South Chicago SLF Associates *The LIHTC compliance periods have expired. ** This corporation is a Co- General Partner of the corresponding Limited Partnership (Continued) 10. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2009 and 2008 NOTE 1- NATURE OF OPERATIONS (Continued) In June 2005, the Emerging Issues Task Force (EITT) issued EITF 04-05, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights (EITF 04 -05), which provides guidance on when a general partner should consolidate a limited partnership. If a general partner in a limited partnership is determined to have control, the general partner should include the limited partnership in its consolidated financial statements. All of the General Partner corporations wholly owned by NHSRC meet the requirements for consolidation in accordance with EITF 04-05, except for NHS Roseland SLF, Inc. and NHS South Chicago SLP, Inc. The partnership financial statements are for the fiscal years ended December 31, 2008 and 2007. Significant intercompany balances have been eliminated. Several new development initiatives have been started by NHSRC wherein General Partner corporations and limited partnerships have been established in advance of limited partnership transaction closings. Roseland Place Limited Partnership - Roseland. Place was formed in June 2008 with the intention to develop a building with sixty affordable rental units for independent senior living (62 years of age and older) and a center for the recreation of and provision of social and other services to seniors. The General Partner of Roseland Place holding a .01% j•' ownership interest is Roseland Place Inc. NFP, which was created in March 2008 by NHSRC as an Illinois not - for -profit corporation and received 501(c)(3) status in March 2009. The Limited Partner holding a. 99.99% ownership interest is NHSRC. As of March 31, 2009, all pre - development costs are included as part of NHSRC. At closing scheduled for late 2009, National Equity Fund 2009 Limited Partnership will purchase the 99.99% limited partnership interest from NHSRC. South Chicago SA Associates Limited Partnership - South Chicago SA will be formed with the intention to develop an independent living facility for seniors. The partnership has two Co- General partners, including South Chicago SA formed in December 2008 by NHSRC as an Illinois for -profit corporation The second Co- General Partner is South Chicago SA Partners, LLC, which was created as an Illinois Limited liability Company. Roseland Village Limited Partnership - The Roseland Village limited partnership is intended to be formed for the purpose of developing a ten -unit building for grandparents raising grandchildren. The owner of Roseland Village holding a 100% ownership interest is Roseland Village Inc., NFP, which was created in March 2009 by NHSRC as an Illinois for -profit corporation An application for 501(c)(3) status has been submitted to the IRS. As of March 31, 2009, all pre - development costs are capitalized on the books of NHSRC (Continued) 11. ti NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2009 and 2008 NOTE 1- NATURE OF OPERATIONS (Continued) 79� Street Limited Partnership - 79th Street is intended to be formed to develop a building with affordable rental units for independent senior living. The Non -Profit General Partner Of 794h Street will be NHS Wrightwood, Inc., which was created in February 2009 by NHSRC as an Illinois for -profit corporation; the Co-General Partner will be 79ffi Street Development LLC, an Illinois limited liability company, and a Limited Partner will hold the majority ownership interest Other Related Entities NHSRC is a member in a joint venture of Roseland New Homes Phase II, a limited liability corporation, whose other sole member is Park Bank Initiatives (PBI). NHSRC and Park National Bank are equal managing members of the corporation. Roseland New Homes Phase II was created to construct new, single family homes and two flats in Chicago's Roseland neighborhood. NHSRC is a member of Lawndale Gateway, a limited liability company, whose members are NHSRC and the Steams Family Foundation (SM. The purpose of the company is to acquire, own, and hold parcels of property in Chicago's North Lawndale neighborhood for community development SFF is the owner and NHSRC is acting as an independent contractor to manage the project NHSRC is a member of Boulevard Redevelopment Alliance, a limited liability company, whose members are NHSRC, the Affordable Housing Preservation Foundation, and The Cara Program. The purpose of the company was to develop twenty -five new homes in Chicago's Back of the Yards neighborhood through the City of Chicago s New Homes for Chicago program. The project is now complete and the company is in the process of being dissolved. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Financial Statement Presentation Contributions - Contributions received, including unconditional promises to give, are recognized in the period that the pledge is received from the donor. Net Asset Classification - The Organization reports information regarding its financial position and activities according to three classes of net assets (unrestricted net assets, temporarily restricted net assets, and permanently restricted net assets) based upon the existence or absence of donor - imposed restrictions. (Continued) 12. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2009 and 2008 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (b) Loan Programs Loans are evidenced by promissory notes, which are collateralized generally by a first and /or second mortgage on the underlying residence. Neighborhood Lending Services, Inc. loans are originated under the Neighborhood Lending Program. All of NHS' Loan Programs are targeted to NHS Neighborhoods and other low /moderate income neighborhoods in Clucago and Fox Valley. (c) Cash and Cash Equivalents Ilighly liquid debt instruments with a maturity of three months or less when purchased are generally considered to be cash equivalents. At March 31, 2009 and 2008, NHS, NLS, NHSRC, NHSRCL and NHSFV have cash on deposit at Bank of America, MB Financial, and Harris Bank, which exceeds federally insured limits of $250,000 each. The organization has not experienced any loss in such accounts. Management believes the organization is not exposed to any significant credit risk on cash. The Organization is required to keep certain restricted cash amounts in separate bank accounts for PSSA Certificateholders and limited partnership reserve accounts. (d) Accounts and Fees Receivable Accounts and fees receivable largely represent receivables from the City of Chicago. No allowance for bad debt has been established because management considers all material accounts receivable to be collectible. (e) Loans Held for Sale Loans held for sale represent loans originated and warehoused by NLS at cost for sale to Certificate holders in accordance with the Participation, Sale, and Servicing Agreements. (f) Loans Receivable Loans receivable represent loans originated prior to the PSSA program, as well as notes receivable from the limited partnerships. (g) Allowance for Loan Losses on Loans Held for Sale and Loans Receivable An allowance for loan losses has been established to provide for those loans which may not be repaid in their entirety. The allowance is increased by provisions for loan losses charged to expense and decreased by charge -offs, net of recoveries. Although a loan is charged off by management when deemed uncollechble, collection efforts continue and future recoveries may occur. (Continued) 13. ' NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTTI'IES NOTES TO COMBINED FINANCIAL STATEMENTS Mann 31, 2009 and 2008 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The activities in allowance for loan losses are as follows: Loans Held for Sale Allowance Beginning balance Adjustments Ending balance Loans Receivable Allowance Beginning balance Adjustments Ending balance 2009 2008 $ 200,000 $ - 359,765 200,000 $ 559.765 $ 200:000 $ 607,228 $ 986,153 (429,624) (378,925) $ 1.77.604 $ 607.228 The allowance is maintained by management at a Ievel considered adequate to cover losses that are currently anticipated based on past loss experience, general economic conditions, information about specific borrower situations, including their financial position and collateral values, and other factors and estimates which are subject to change over time Estimating the risk of loss and amount of loss on any loan is necessarily subjective and ultimate losses may vary from current estimates. These estimates are reviewed periodically and as adjustments become necessary, they are reported in earnings in the periods in which they become known. A loan is considered impaired when it is probable that all principal and interest amounts due will not be collected in accordance with the loan's contractual terms. Impairment is recognized by allocating a portion of the allowance for loan losses to such a loan to the extent that the recorded investment of an impaired loan exceeds its value or by writing off the balance of the loan against loans receivable. A loans value is based on the loan s underlying collateral or the expected future cash flows. Allocations for impaired loans are considered in relation to the overall adequacy of the allowance for loan losses and adjustments are made to the provision for loan losses as deemed necessary. (h) Deferred Loans As part of its Neighborhood. Lending Program contract with the "City of Chicago to promote community development by preserving and expanding affordable home ownership, NLS makes deferred loans using capital funds from the U.S Department of Housing and Urban Development (H.U.D.) Community Development Block Grant (CDBG). Deferred loans are subordinate loans used to complement private lending products. These dollars can be used as "interim' funding for income eligible transactions and "permanent' financing /subsidies for eligible families. Deferred loans become due and payable upon the occurrence of a future event, such as transfer of title. The CDBG funds are restricted in purpose and therefore recorded as temporarily (Continued) 14. ) HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS (` March 31, 2009 and 2008 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) restricted revenue. Upon repayment from the borrower, the funds are to be used for similar Ioans. Deferred loans are recorded net of an allowance for loan losses as well as discounted to present value. Loan losses are estimated to be thirty -five percent of the balance. Loans are expected to become payable in eight years. The allowance and discount amounts are released from temporarily restricted net assets. A summary of the amounts recorded as an allowance for loan losses and discounts to present value are as follows: 2009 2008 Deferred Loans Receivable Allowance and Discount Beginning balance $ 555,322 $ - Adjustments Allowance for loan losses 757,208 242,219 Discount to present value 253,200 313,103 Adjustments subtotal 1,010,408 555,322 Ending balance (i) Property Held for Rehabilitation and Resale Property held for rehabilitation and resale represents property acquired by NHSRC for the purpose of renovation, improvement and resale to homeowners. These properties are stated at the lower of cost or fair market value. Fair market value is determined by current market conditions, estimates of future sales prices, rehabilitation and development costs, and carrying costs. NHSRC also receives subsidies from the City of Chicago which offset a portion of the cost of properties purchased. Donated property has been recorded at its fair market value at the date of donation_ Costs directly related to rehabilitation and construction projects (eg., payments to contractors, interest title insurance, recording fees, etc.) are capitalized as incurred. The valuation of these costs is reviewed on an ongoing basis. Any impairment is expensed in the period determined. (j) Property Held for Lease Property Held for Lease represents the land, building, and improvements of the rental properties for the affordable housing apartment complexes of the limited partnerships. (Continued) 15. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2009 and 2008 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Land, building, and improvements are recorded at cost and depreciated over their estimated service lives ranging from 15 to 40 years. (k) Property and Equipment Used in Operations Purchased property and equipment are stated at cost Depreciation and amortization is provided on a straight line basis over the estimated useful lives of the assets (buildings - 25 to 30 years; office fumfture and equipment -2 to 10 years; leasehold improvements - 3 years; computer hardware - 3 years and computer software - 3, years). Donated property is recorded at its fair market value at the date of donation All property and equipment greater than $1,000 is capitalized. (1) Program Receipts Payable Program receipts payable consists of program income generated from several grant programs, including principal and interest payments on HELP loans and payments by defendants on receivership cases. The program income is due to the City of Chicago. (m) Customer Security Deposits Customer security deposits consist primarily of tenant security deposits for the limited partnership rental properties. (n) Revenue Recognition Grants and Contributions - Grants and contributions are recognized in the year that NHS receives an unconditional promise to give from a donor. All grants and contributions are considered to be available for unrestricted use unless specifically restricted by the donor. Restricted revenues are recognized as unrestricted if the restrictions are met in the current year. Public Grants and Contractual Revenue - Public grants received from governmental agencies in which services to be provided are agreed upon under contract, are recognized as costs are incurred. A receivable is recorded to the extent that costs have been incurred under the grant or contract and not reimbursed; conversely, deferred revenues are recorded when grant advances and contractual revenue exceeds eligible costs incurred. Interest Income - Interest income is recorded in the program that holds the underlying assets. Interest on loans of the loan programs are recorded when collected, which is not (Continued) 16. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC.. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2009 and 2008 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) materially different from the level yield method. The related interest expense is booked when payments are made, which is not materially different from the accrual method. (o) Donated Services Donated professional services, specifically legal services, are reflected in the statement of activities at fair value For the years ended March 31, 2009 and 2008, $149,755 and $0, in donated legal services was recognized in connection with the 2009 PSSA. Additionally, volunteers have donated their time to program services and fund- raising campaigns; however, these donated services are not reflected in the financial statements since the services do not require specialized skills. (p) Fund- Raising Expenditures Expenditures for fund- raising activities are identified in the combined financial statements under the caption "Resource development" Included in fund- raising activities are costs related to public relations and special events. (q) Income Taxes NITS, NL$, NHSRC and NHSFV are exempt from federal and state income taxes on related income under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended. No provision for income taxes has been made as there is no significant unrelated business income. NHSRCI was not exempt from federal and state income taxes at March 31, 2009. Any tax liability related to NHSRCI at March 31, 2009, is anticipated to be nominaL (r) 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 and expenses during the reporting period. Areas where significant estimates that are sensitive to change in the near terns are used in the accompanying financial statements include allowance for loan losses and the valuation of properties held for rehabilitation and resale. Actual results could differ from those estimates. (Continued) 17. ! NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2009 and 2008 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (s) Reclassifications Several reclassifications have been made to the prior year balances to conform to the current year presentation. Such reclassifications were made for comparative purposes only and do not restate the prior year financial statements. NOTE 3 - PROPERTY AND EQUIPMENT USED IN OPERATIONS A summary of property and equipment used in operations follows: Land Buildings Office furniture and equipment Leasehold improvements Less accumulated depredation and amortization NOTE 4 - PROPERTY HELD FOR LEASE Land Buildings Office furniture and equipment Leasehold improvements Less accumulated depredation and amortization NHS, NLS NHSRC, 'and NHSFV 2009 2008 $ 6,300 1,244086 910,699 396,601 2,557,686 (1,618,341) $ 939:345 $ 6,300 1,236,546 624,921 300,698 2,168,465 _(1,473,673) � 694.792 Partnerships 2009 2008 $ 527,896 25,730,448 152,692 29,019 26,440,055 (10,152,223) Certain items of land and buildings are pledged as collateral for notes payable. (Continued) $ 527,896 25,581,858 152,692 29,019 26,291,465 (9,237,413) $17 054.052 0 NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2009 and 2008 NOTE 5 -NOTES PAYABLE A summary of notes payable follows: March 31, March 31, 2009 2008 M Note payable to The Northern Trust Bank, interest only payments of 2% due annually, January 1, principal due January 1, 2018 $ 750,000 $ 750,000 Note payable of 3% to the John D. & Catherine T. MacArthur Foundation; interest payments due quarterly through April 1, 2017. Principal payments of $765,000, $765,000, and $770,000 are due annually on April 1, 2015, 2016, and 2017, respectively. 2,300,000 2,300,000 Note payable to Park National Bank, interest and principal due monthly, on July 1, 2016 principal is due. 231;274 235,929 20% of the $7;000,000 syndicated term loan from Harris Bank, with monthly payments due until maturity date of December 21, 2008. The interest rate is the lesser of 5% or the applicable index rate plus 0.90 %. Loan paid in full as of December 2008. 400200 Total NHS 3,281,274 3,686,129 Discount for imputed interest on below market interest and interest free loans [see (1) below]. (401,9291 (437,084) Net notes payable - NHS NLS; 2,879,345 3,249,045 Note payable to the Northern Trust Bank, interest only payments of 2% due annually, May 1, principal due May 1, 2017. $ 2,500,000 $ 2,500,000 Note Payable to the Ford Foundation interest only payable due quarterly at 1% and principal due February 9, 2014. 2,000,000 2,000,000 (Continued) 19. i. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2009 and 2008 NOTE 5 - NOTES PAYABLE (Continued) March 31, 2009 f,LS (Continued) March 31, 2008 62% of the $7,000,000 syndicated term loan with Harris Bank with monthly payments due until the maturity date of December 21, 2008. The interest rate is the lesser of 5% or the applicable index rate plus 0.90 %. Loan paid in full as of December 2008. $ - $ 1,276,771 Outstanding balance on the $10,000,000 syndicated revolving credit agreement with Harris Bank; Agent, and interest rate equal to the prime rate (as defined) minus 1.75 %. 5,200,000 5,500,000 Total NLS 9,700,000 11,276,771 Discount for imputed interest on below market interest and interest free loans [see (1) below] - NLS. (853,3901 (942,824) Net notes payable - NLS NHSRC 8,846,610 10,333,947 Note payable to The Northern Trust Bank, interest only payments'of 2% due annually, on January 1, principal due January 1, 2018. $ 1,750,000 $ 1,750,000 Note payable to the Department of Housing, City of Chicago, payable in monthly installments of $458 with no interest Monthly payments are to continue until March 1, 2025 at which time the remaining balance is due and payable in full. The loan is secured by the underlying mortgage receivable covering the property at 901 -903 North Hamlin Ave. Note payable to the Department of Housing, City of Chicago, payable in full upon the sale of property located at 1756 N. Kedzie with no interest Property sold in July 2008. (Continued) 488,061 493,557 - 158,971 20. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTIIZES NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2009 and 2008 NOTE 5 - NOTES PAYABLE (Continued) March 31, March 31, 2009 2008 NHSRC (Continued) 18% of the $7,000,000 syndicated terns loan from Harris Bank, with monthly payments due until maturity date of December 21, 2008. The interest rate is the lesser of 5% or the applicable index rate plus 0.90 %. Loan paid in full as of December 2008- $ $ 383,748 Total NHSRC 2,238,061 2,786,276 Discount for imputed interest on below market interest and interest free loans [see (1) below]. (588,991 (628.9031 Net notes payable - NHSRC 1,649,070. 2,157,373 Total notes payable - NHS, NT S and NHSRC 15,219,335 17,749,176 Discount for imputed interest on below market interest and interest free loans [See (1) below] - all entities (1,844,310) (2,008,8211 Total net notes payable (NHS, NLS and NHSRC) $13.375.025 $15,740365 (1) In accordance with SFAS No. 116, a 5% interest rate on below market interest loans and interest free loans is imputed and included in temporarily restricted contribution revenue in the year the loan is issued. The discount represents cumulative amounts of net revenue that has been recognized due to below market interest loans. Each year, as the interest expense is recognized, the discount amount decreases. (2) Certain covenants as a condition of The Ford Foundation loan were not met at March 31, 2009. Under the terms of the agreement with the Ford Foundation, the existence of these covenant violations qualifies as an event of default. The agreement provided for certain remedies in circumstances where an event of default exists primarily the ability to make the debt immediately due and payable upon written notice from the Foundation. (Contained) 21. F� NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENT'S March 31, 2009 and 2008 NOTE 5 - NOTES PAYABLE (Continued) 701 N Central The second mortgage note, dated May 28, 1986, and modified March 1, 2002, is held by the City of Chicago in the original amount of $343,250. The note bears interest at 0% per annum. Repayments of principal have been deferred until the earlier of November 1, 2008, or the sale or refinancing of the project, at which time the annual principal payments will be due based upon a 13 -year amortization. The loan matures on March 1, 2015. The loan is collateralized by real estate held for lease and an assignment of rents and leases. December 31, December 31, 2008 2007 343,250 $ 343;250 The third mortgage note, dated March 6, 1987, is held by the City of Chicago in the original amount of $270,000. The note bears interest at 0% per annum. Principal repayment is due the earlier of March 1, 2015, or the sale or refinancing of the project The note is collateralized by real estate held for Iease and an assignment of rents and leases. 270,000 270,000 Total 701 N. Central 613,250 613,250 600 N. Central The second mortgage note, dated July 1987, is held by the City of Chicago, Department of Housing in the original amount of $515,321. Annual interest payments of 75% of surplus cash are required, as stated in the Loan Agreement with a minimum rate of 4% over the life of the loan Interest of $391,628 on this note has not been accrued, as payment is not probable due to cash flow constraints. During 2008, interest paid amounted to $0. The remaining interest and entire principal on the loan are due on October 1, 2018. The note is collateralized by real estate held for lease and an assignment of rents and leases. 515,321 515,321 Total 600 N. Central 515,321 515,321 (Continued) 22. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2009 and 2008 NOTE 5 - NOTES PAYABLE (Continued) December 31, December 31, 2008 2007 E Garfield Limited The first mortgage note, dated January 1, 1990, is held by Harris Bank in the original amount of $135;000. The note bears interest at 10% per annum and is adjusted by the lender as set forth in the mortgage note. Monthly installments of $1,193 for principal and interest are based on a 30 -year amortization of the original note balance. The loan matures on April 1, 2020, and is collateralized by the first mortgage on the property at 3502 -08 West Van Buren. $ 93,424 $ 98,550 An additional first mortgage note, dated January 1, 1990, is held by Harris Bank in the original amount of $250,000. The note bears interest at 10% per annum and is adjusted by the lender as set forth in the mortgage note. Monthly installments of $2,209 for principal and interest are based on a 30 -year amortization of the original note balance. The loan matures on April 1, 2020, and is collateralized by the first mortgage on the property at 301 -11 S. Central Park 173,013 182;506 The second mortgage is held by the City of Chicago, Department of Housing in the original amount of $530,680 with an interest rate of 2 %. Annual interest payments are based upon an amount equal to, but not exceeding, 50% of the surplus cash payment over 31 years. All outstanding and unpaid principal and interest are due and payable at the maturity date of March 1, 2020. The note is collateralized by the second mortgage on the property at 3502 -08 West Van Buren 530,680 530,680 An additional second mortgage is held by the City of Chicago, Department of Housing in the original amount of $866,141 with an interest .rate of 2 %. Annual interest payments are based upon an amount equal to, but not exceeding, 50% of the surplus cash, as defined, payable over 31 years. All outstanding and unpaid principal and interest are due and payable at the maturity date of March 1, 2020. The note is collateralized by the second mortgage on the property at 301 -11 S. Central Park. 866.141 866,141 Total E. Garfield Limited 1,663,258 1,677,877 (Continued) 23. i NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2009 and 2008 NOTE 5 - NOTES PAYABLE (Continued) E Garfield Park II The first mortgage note, dated April 1, 1995, is held by Harris Bank in the original amount of $798,000. The note bears interest of 7.0% per annum presently, and is adjusted by the lender as set forth in the Mortgage Note Agreement Monthly installments of $5,499 for principal and interest are based on a 30 -year amortization of the original note balance. The loan matures on September 1, 2014, at which time the remaining balance is due and payable in full The note is collateralized by real estate held for lease. The second mortgage note, dated July 28, 1993, is held by the Illinois Housing Development Authority in the original amount of $500,000. The note bears no interest Installments of $1,041 for principal are due monthly. The loan matures on July 1, 2023, at which time the remaining balance is due and payable in full. The note is ' collateralized by real estate held for lease. The third mortgage note, dated. July 28, 1993, is held by the City of Chicago, Department of Housing in the original amount of $1,474,240. The note bears no ingest. Monthly installments of principal are payable by the Partnership in the amount of $624 beginning January 1, 1995, and continuing through December 31, 2025, at which time the remaining principal balance is due. The loan is collateralized by investment in real estate held for lease- Total E. Garfield Park II Pine Central Limited The first mortgage note, dated May 28, 1997, is held by Harris Bank in the original amount of $625,000. The note bears interest at 9.25% per annum. Monthly installments of $5,136 for principal and interest are based on a 21 -year amortization of the original note balance. The loan matures on Joie 1, 2018. The note is collateralized by real estate held for lease and an assignment of rents and leases. (Continued) December 31, December 31, 2008 2007 607,089 $ 629,725 317,794 330,288 1,369,408 1,376,896 2,294,291 2,336,909 564,485 573,634 24. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2009 and 2008 NOTE 5 -NOTES PAYABLE (Continued) December 31, December 31, 2008 2007 Pine Central Limited (Continued) The second mortgage note, dated May 28, 1997, is held by the City of Chicago in the original amount of $3,206,780. The note bears no interest and is payable in full at its maturity date of May 28, 2027. The note is collateralized by real estate held for leases and an assignment of rents and leases. $ 3,206,780 $ 3,206,780 The third mortgage note, dated May 28,1997, is held by the Chicago Low- Income Housing Trust Fund in the original amount of $625,000. The note bears no interest and is payable in full at its maturity date of May 28, 2029. The note is collateralized by real estate held for lease and assignment of rents and leases. 625.000 625 000 Total Pine Central Limited 4,396,265 4,405,414 Roseland Ridge Apartment Limited The first mortgage note, dated November 30, 1999, is held by Pacific Life Bank in the original amount of $400,000. The note bears interest at 7.66% per annum Monthly installments of $2,841 for principal and interest are based on a 30 -year amortization of the original note balance, The Ioan matures on December 31, 2030. The note is collateralized by real estate held for lease and an assignment of rents and leases. $ 362,080 $ 368;178 The second mortgage. note, dated December 17, 1999, is held by the City of Chicago in the original amount of $2,148,728. The note bears interest at 0% per annum and the loan matures on April 17, 2031, at which time the entire balance is due. The note is collateralized by real estate held for lease and an assignment of rents and leases. 2,148,728 2,148,728 The third mortgage note, dated December 17, 1999, is held by the City of Chicago in the original amount of $400,000. The note bears interest at 0% per annum and the loan matures on March L 2031, at which time the entire balance is due. The note is collateralized by real estate held for lease and an assignment of rents and Ieases. $ 400.000 $ 400,000 Total Roseland Ridge Apartment Limited 2,910,808 2,916,906 (Continued) 25. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2009 and 2008 NOTE 5 - NOTES PAYABLE (Continued) Pine Race Il The first mortgage note, dated June 24, 2004, is held by Harris Trust in the original amount of $495,000. The note bears interest at 1.00% over prime through April 1, 2005 and 7.00% after that date. Monthly installments of $3,328 for principal and interest are based on a 30 -year amortization of the original note balance beginning April 1, 2005. The loan matures on December 31, 2024, at which date the remaining balance will be due. The note is collateralized by real estate held for lease and an assignment of rents and leases. A junior mortgage note, dated June 24, 2004, is held by the Chicago Low - Income Housing Trust Fund in the original amount of $495,000. The note bears interest at 0% per annum, and the loan matures on June 24, 2035. Monthly debt service is not required. The entire balance is -due at maturity. The note is collateralized by real estate held for lease and an assignment of rents and leases. Another junior mortgage note, dated June 24, 2004, is held by the City of Chicago m the original amount of $1,605,481. The note bears interest at 0% per annum, and the loan matures on June 24, 2035. Monthly debt service is not required. The entire balance is due at maturity. The note is collateralized by real estate held for lease and an assignment of rents and leases. Total Pine Race II Total Partnership Total NHS, NLS, NHSRC Total NHS, NLS, NHSRC and Partnerships (Continued) December 31, December 31, 2008 2007 $ 475,133 $ 481,022 . 495,000 495,000 1,605,481 1,605,481 2575,614 2,581503 14,968,807 15,047,180 13,375,025 15,740,365 28343.832 30,787,545 26. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2009 and 2008 NOTE 5 - NOTES PAYABLE (Continued) Maturities of notes payable before the $1,844,310 discount for imputed interest rate on below market interest and interest free loans for the years subsequent to March 31, 2009, for NHS, NLS, NHSRC and the Partnerships are as follows: 2010 2011 2012 2013 2014 Thereafter Total NHS, NLS NHSRC Partner "In $ 5,209;415 $ 172,371 9,724 94,749 10,059 101,124 10,420 107,442 5,496 - 9,974,221 14,493,121 :1 Total $,5,381,786 104,473 111;183 117,862 5,496 24,467342 As the partnerships are reported as of December 31, 2008, the 2009 partnership debt payments include amounts through calendar year end 2008. Northern Trust Bank entered into a $1.5 million dollar subordination agreement with NHS on May 1, 1997. On May 1, 2007, this debt was converted to below market amortized debt NOTE 6 - DEFERRED REVENUES A summary of the changes in deferred revenues follows: 2009 Beginning Balance Additions Prepaid Rent Redevelopment, vacant lots, REO State of Illinois NHSRC Troubled Building Initiatives II NHS, NLS, NHSRC, NHSRCI & NHSFV Partnerships Total $ 298,844 $ 35,915 $ 334,759 - 37,348 37,348 75,745 75,745 49,500 49,500 61,500 61,500 Deductions - funds expended during the year (298.8441 (35,915 (334.7591 Ending Balance 186 74 $ 37348 4 U9 (Continued) 27. t ) HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2009 and 2008 NOTE 6 - DEFERRED REVENUES (Continued) 2008 Beginning Balance Additions NHS, NLS, NHSRC Partnerships Total $ 386,180 $ 20,503 $ 406,683 Prepaid Rent - 35,915 35,915 HIS, 19,376 - 19,376 Chicago Home Improvement Program 8,981 - 8,981 Redevelopment, vacant lots, REO 59,512 - 59,512 State of Illinois 52,375 - 52,375 NHSRC Troubled Building Initiative Il subsidies Deductions - funds expended during the year Ending Balance NOTE 7- PLEDGES RECEIVABLE 158,600 - 158,600 (386,180) (20,503 406 683 298.844 $ 35.915 '34.759 Pledges receivable at March 31, 2009 and 2008 are promises to give from various donors. Pledges of $907,465 and $665,695 are to be received in less than one year. NOTE 8 - CUSTOMER SUPPORT REVENUE NLS earns a premium on certificate sales into the PSSA's. The 2006 PSSA, which expired on March 17, 2009 had a 3% premium or $1,077,561 and $766,723 in fees during the years ended March 31, 2009 and 2008. NOTE 9- LEASES NHS leases office space in several neighborhood offices throughout Chicago and Agin Rent expense for all offices was $484,519 and $415,027 for the years ended March 31, 2009 and 2008. During the year ended March 31, 2009, NHS negotiated an extension to its lease as well as build -out of unused space through October 31, 2012 for its Central Office located at 1279 N. Milwaukee. Avenue, Chicago, Illinois. NHS also leases various office equipment under long- term leases. Office equipment rental was $209,373 and $212,754 for the years ended March 31, 2009 and 2008. (Continued) 28. NEIGHBORHOOD ROUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2009 and 2008 NOTE 9 - LEASES (Continued) The total mizurnum annual rental payments under those leases are as follows: 2010 $ 592,197 2011 602,027 2012 510,420 2013 466,840 2014 497,705 Thereafter 508;742 Total NOTE 10 - TEMPORARILY RESTRICTED NET ASSETS Temporarily restricted net assets are available for the following purposes At March 31, 2009 and 2008, $3,688,065 and $1,777,449 of temporarily restricted net assets were released from donor restrictions by incurring expenses satisfying the purpose specified by donors or amortization of imputed interest At March 31, 2009 and 2008, $2,318,034 and $2,309,857 of Public Grants - Loan. Capital represents deferred loans receivable. . NOTE it - PERMANENTLY RESTRICTED NET ASSEI'S Neighborworks America funds classified as permanently restricted are to be used for capital purposes, including the funding of loans, rehabilitation of neighborhood properties, or property development initiatives. Any earnings from such activity may be used for unrestricted purposes. Permanently restricted net assets at March 31, 2009 and 2008 were $2,922,332 and $4,653,936. For the fiscal year ended March 31, 2009, Neighborworks America granted member organizations the ability to release up to 25% of their net asset balance, which resulted in a release of $974,111 from permanently restricted to unrestricted. In addition, NeighborWorks America granted NHS the ability to release $557,493 in recognition of bad debt on previous lending capital efforts. (Continued) 2009 2008 Program activities Public grants - loan capital $ 7,102,297 $ 5,014,536 Private grants - loan capital 199,733 156,671 Contributions and grants - operating 1,482,216 965,704 \ 8;784,246 6,136,911 Imputed interest 1,844,310 2,008,811 Total temporarily restricted net assets 1Ob28S56 $ 8,145,722 At March 31, 2009 and 2008, $3,688,065 and $1,777,449 of temporarily restricted net assets were released from donor restrictions by incurring expenses satisfying the purpose specified by donors or amortization of imputed interest At March 31, 2009 and 2008, $2,318,034 and $2,309,857 of Public Grants - Loan. Capital represents deferred loans receivable. . NOTE it - PERMANENTLY RESTRICTED NET ASSEI'S Neighborworks America funds classified as permanently restricted are to be used for capital purposes, including the funding of loans, rehabilitation of neighborhood properties, or property development initiatives. Any earnings from such activity may be used for unrestricted purposes. Permanently restricted net assets at March 31, 2009 and 2008 were $2,922,332 and $4,653,936. For the fiscal year ended March 31, 2009, Neighborworks America granted member organizations the ability to release up to 25% of their net asset balance, which resulted in a release of $974,111 from permanently restricted to unrestricted. In addition, NeighborWorks America granted NHS the ability to release $557,493 in recognition of bad debt on previous lending capital efforts. (Continued) NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED EN III S NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2009 and 2008 NOTE 12- COMMITMENTS AND CONTINGENCIES The Partnerships low - income housing tax credits are contingent on the ability to maintain compliance in the applicable provisions of section 42 of the Internal Revenue Service code. Failure to maintain compliance with occupant eligibility, and /or unit gross rent or to correct noncompliance within a specified time period could result in recapture of previously claimed tax credits plus interest In the event of an ongoing credit shortfall, Pine Race IL Inc may be required to pay the Limited Partner of Fine Race II any remaining amount that is due and owing to the Limited Partner. According to the partnership loan and other regulatory agreements, the partnerships are required to maintain certain escrows, deposits and reserves. For certain partnerships, the replacement reserves were not fully funded as of December 31, 2008 as required by the agreements. As of December 31, 2008, New Partnerships, Inc. represented that as General Partner of 600 N. Central, 701 N. Central, East Garfield Park Limited L and East Garfield Park Limited II, it was obligated to fund deficits up to a maximum of one year's operating expense including debt service and required reserve deposits. Additional, New Partnerships, Inc. represented that, to the extent necessary, it intends to make loans to the individual partnerships to fund 2009 operating deficits up to the amount of the projected deficits. NHS is involved in certain claims and litigation matters arising in the normal course of business. It is the opinion of management, that pending matters will likely be resolved without any material adverse effect upon the financial statements of NHS. NOTE 13- SUBSEQUENT EVENTS On April 24, 2009, NLS closed a new PSSA with a commitment of $110,250,000. The related Revolving Credit Facility of $12,000,000 was closed on May 5, 2009. 30. 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O N Nn b RUN r�pvNNbPO bm S•P.N.� rnOV�S bt�r2l!r gFgJNS g.". Rmngt�NN�v°° m•yQrj.°.na� •m`Qi iJ n m �m"�i m iri " M Cr r � r •i r y r r O P r i i •^A P r r I[1 �OCpt Ob r � �•6m�p r P _ v •r NRNj v N � m M G 4m N'ry y r• r r r i rpO P.b•lam N� �AaT Ah' r r r• pp�pp b b a r a • q fJ N N N b t�N N �NPPr� -i-i pb OP � r�[NV mbOT PN N r n(V ymrS P be+ 1[I ppD)brpNrppp N(V •SG rpp•�N (L(��� OPP1ft N O] �{p l+]O pyq� �~ n •OW�b�pe�l7nP •�[;�lN�tmW [� mr P ON���e+e+ a w " w� a°v m iv •: grid I�I� � �� ��� r�m �l w nN � N r OP�b[J r N•.• r• N r � r bmp • r �OarG N e�^v L� � (•1'�^ N P� GNp rD Dnph .OP PO JI NY. O P N VP .Py N FV'pN �mP� I w r, /y1 m 1� .•T q 8 b [� N h W [ppO.� N m qN m� N •-� �ymyprr pp •a F't� i r r yr'y y�� r�m+ �' CI Ow On C�a �Or r� try A "O q•O_I N���ppp w � d m m C W�i Ca �" v n•O C� B 6a� � G �� a •� �.pp. Hwy cy�L' � °"m`� mo�ofi� og 5mo 11m: SS mot L`k!X.ir'O difl-1 i rv=L gl60-'.m ° c u a a" 5 a i� m y x g� G F m'E o-• 'l'cd'i�� °oa SCGIZV5 ji r4 @ 3 dy a 4i1 � f a c 6 IA M \ ) ) � \ ]� §§ q!m ome (/k )� /\ }� \ § \ § \ 5 r&■\ ;n ƒ .± , .,.,... k ` } i \( ] \ « ƒ| « \ } i « ƒ| « ! OVA !! § { a \ NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES STATEMENTS OF ACTIVITIES - PERMANENTLY RESTRICTED NET ASSETS March 31, 2009 and 2008 Support and revenues Support Public grants Total support and revenues Change in net assets Net assets at beginning of year Releases as granted by NeighborWorks America Net assets at end of year (Unaudited) NHS NeighborWorks America. Capital Fund 2009 2008 $ $ 335,000 335.000 335,000 4,653,436 4,318,936 (1,731,6044) 2 922 2 $ 4.653.936 37. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC AND RELATED ENTTITES SCHEDULE OF EXPENDrtURES OF FEDERAL AWARDS Year ended March 31, 2009 Federal appropriation under Public Law #103-325 U. S. Department of the Treasury Community Development Financial institutions Fund Agreement Financial Assistance and Technical Assistance Technical Assistance 21.020 071FA007137 67,671 Financial Assistance 21.020 MPA007137 17,850 (Continued) 0 r, 1 ter: Federal Agency a Federal Grantor /Pass-Through CPDA Pass - Through Federal Grantor /Program Title NaLba Number Exuenditures Federal programs - US. Department of Housing and Urban Development - Community Development Block Grants (CDBG) - Passed through City of Chfmgo Department of Housing. Senor Home Repair Program 14218 16051/19137 $ 75,858 Neighborhood Lording Program Agreement- Operations 14218 7063 1,610,629 Neighborhood Lending Program Agreement - Capital 14.218 7063 1,910,166 Troubled Building Initiative 14.218 8836 981,749 US. Department of Housing and Urban 4 ,578,402 Development - - HOME Passed through City of Chicago Department of Housing: ' Certified Housing Development 14.239 14665 50,000 U. S, Department of Housing and Urban Development The Housing & Recovery Act of 2006 Public Law 110 -256 Passed through NeighborWorks America National Foreclosure bfftigation Counseling . Program 14256 N/A 675,255 US. Department of Housing and Urban Development Housing Counseling Assistance Program Passed through Housing Partnership Network 14.169 07 -20 62,261 Federal appropriation under Public Law #95557 - US. Department of the Treasury Passed through NeighborWorks of America Release from Capital Grants to Unrestricted 21.000 N/A (1,531,604) Release from Capital Grants - Permanently Restricted (200,000) Expendable Grants 998,103 Capital Grants - Temporarily Restricted 21.000 N/A 85,897 Capital Grants Received in prior year- permanently restricted 4.653.936 4,006,332 Federal appropriation under Public Law #103-325 U. S. Department of the Treasury Community Development Financial institutions Fund Agreement Financial Assistance and Technical Assistance Technical Assistance 21.020 071FA007137 67,671 Financial Assistance 21.020 MPA007137 17,850 (Continued) 0 r, 1 ter: NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS Year ended March 31, 2009 U.S. Department of Housing and Urban Development Passed through Oty of Cbicago Department of Health Lead Based Paint Hazard Control Grant Lead Based Paint Hazard Control Grant Total federal programs 14900 12172 99,160 14.900 17197 885,003 984,163 $ SO.461.9'i4 Note to Schedule of Fxnmditures of Federal Awards, The Schedule of Fxpenditares of Federal Awards has been prepared on the accrual basis of accounting. 39. „ Crowe Horwath- Crowe Horwath LLP n mWH wath Intermtb al REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDrr OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS The Board of Directors Neighborhood Housing Services of Chicago, Inc. and Related Entities Chicago, Illinois We have audited the financial statements of Neighborhood Housing Services of Chicago, Inc. and Related Entities (NHS) as of and for the year ended March 31, 2009, and have issued our report thereon dated October 2, 2009. Our report was modified to include a reference to other auditors. We conducted our audit 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. Other auditors audited the financial statements of the Partnerships, as described in our report on NHS's financial statements. The financial statements of the Partnerships were not audited in accordance with Government Auditing Standards. Internal Control over Financial Reporting In planning and performing our audit, we considered NHS's internal control over financial reporting as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of NHS's internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of NHS's internal control over financial reporting. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the entity's ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity's financial statements that is more than inconsequential will not be prevented or detected by the entity's internal control. 40. f A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected by the entity's internal control Our consideration of the internal control over financial reporting was for the limited purpose descnbed in the first paragraph of this section and would not necessarily identify all deficiencies in the internal control that might be significant deficiencies and, accordingly, would not necessarily disclose all significant deficiencies that are also considered to be material weaknesses. We did not identify any deficiencies in internal control over financial reporting that we consider to be material weaknesses, as defined above. C, ompliance and Other Matters As part of obtaining reasonable assurance about whether NHS's financial statements are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. We noted certain matters that we reported to management of NHS in a separate letter dated October 2, 2009. NHS' responses to the findings identified in our audit are described in the accompanying schedule of findings and questioned costs. We did not audit NHS' response and, accordingly; we express no opinion on it This report is intended solely for the information and use of the board of directors, management, federal awarding agencies, pass - through entities, others within the entity, and is not intended to he and should not be used by anyone other than these specified- parties. Cane, 4PIWO'0 4-4�p Crowe Horwath LLp Chicago, Illinois October 2, 2009 41. Crowe Horwath.. Crowe Horvath LLP n Mm Ho aN InWnatb REPORT ON COMPLIANCE WITH REQUIREMENTS APPLICABLE TO EACH MAJOR PROGRAM AND INTERNAL CONTROL OVER COMPLIANCE IN ACCORDANCE w= OMB CIRCULAR A -133 The Board of Directors Neighborhood Housing Services of Chicago, Inc. and Related Entities Chicago, Illinois Compliance We have audited the compliance of Neighborhood. Housing Services of Chicago, Inc and Related Entities (NHS) with the types of compliance requirements described in the U.S. Office of Management and Budget (OMB) Circular A -133 Compliance Supplement that are applicable to each of its major federal programs for the year ended March 31, 2009. NHS' major federal programs are identified in the summary of auditols results section of the accompanying schedule of findings and questioned costs. Compliance with the requirements of laws, regulations, contracts, and, grants . applicable to each of its major federal programs is the responsibility of NHS' management Our responsibility is to express an opinion on NHS's compliance based on our audit We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and OMB Circular A -133, Audits of States, Loral Governments, and Non- Profit Organizations. Those standards and OMB Circular A -133 require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about NHS's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Our audit does not provide a legal detemvnation of NHS's compliance with those requirements. In our opinion, NHS complied, in all material respects, with the requirements referred to above that are applicable to each of its major federal programs for the year ended March 31, 2009. However, the results of our auditing procedures disclosed instances of noncompliance with those requirements, which are required to be reported in accordance with OMB Circular A -133 and which are described in the accompanying schedule of findings and questioned costs as item: 09 -01 and 09 -02. r Internal Control Over Compliance The management of NHS is responsible for establishing and maintaining effective internal control over compliance with the requirements of laws, regulations, contracts, and grants applicable to federal programs. In planning and performing our audit, we considered NHS' internal control over compliance with the requirements that could have a direct and material effect on a major federal program in order to determine our auditing procedures for the purpose of expressing our opinion on compliance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of NHS' internal control over compliance. A control deficiency in an entity's internal control over compliance exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect noncompliance with a type of compliance requirement of a federal program on a timely basis. A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the entity's ability to administer a federal program such that there is more than a remote likelihood that noncompliance with a type of compliance requirement of a federal program that is more than inconsequential will not be prevented or detected by the entity's internal control A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that material noncompliance with a type of compliance requirement of a federal program will not be prevented or detected by the entity's internal control Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and would not necessarily identify all deficiencies in internal control that might be significant deficiencies or material weaknesses. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses, as defined above. NHS' responses to the findings identified in our audit are described in the accompanying schedule of findings and questioned costs. We did not audit NI-15's response and accordingly, we express no opinion on it This report is intended solely for the information and use of the board of directors, management, others within the entity, federal awarding agencies and pass - through entities and is not intended to be and should not be used by anyone other than these specified parties. Crawe. 4nwdA l�f�'' Crowe Horwath LLP Chicago, Illinois October 2, 2009 43. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTTIIES SCHEDULE OF FINDINGS AND QUESTIONED COSTS March 31, 2009 1. Financial Statements: The type of report issued on the financial statements: Unqualified Internal control over financial reporting. • Material weakness(es) identified? ^ Yes X No • Significant deficiencies identified not considered to be material weaknesses? _ Yes X None reported Noncompliance material to financial statements noted? _ Yes X No Federal Awards: Internal control over major programs: • Material weakness(es) identified? A Yes X No • Significant deficiencies identified not considered to be material weaknesses? Yes X None reported Type of auditor's report issued on compliance for major programs: Unqualified Any audit findings disclosed that are required to be reported in accordance with section 510(a) of OMB Circular A -133? X Yes No Identification.of major programs: CFDA Numbers Name of Federal ProWam or Cluster 14.256 U.S. Department of Housing and Urban Development The Housing & Recovery Act of 2008 Public Law 110 -256 Passed through NeighborWorks America National Foreclosure Mitigation Counseling Program 14.218 U.S. Department of Housing and urban Development - Community Development Block Grants (CDBG)- Passed through City of Chicago Department of Housing. Senior Home Repair Program Neighborhood Lending Program Agreement- Operations and Capital Troubled Building Initiative Dollar threshold used to distinguish between type A and type B programs: $318,858 Auditee qualified as low -risk auditee? _ Yes X No . (Continued) 44. i )D HOUSING, SERVICES OF CHICAGO, INC. AND RELATED ENTITIES SCHEDULE OF FINDINGS AND QUESITONED COSTS March 31, 2009 2. Findings related to financial statements that are required to be reported in accordance with GALAS: There were no findings related to this section. 3. Findings and questioned costs for federal awards including audit findings as described in OMB Circular A -133 Section 510(a): 09 -01 Lack of Data Points in Foreclosure Counseling Files. Lack of Data Points in Foreclosure Counseling Files Immaterial Compliance Finding Statement of During our review of the counseling files, we noted certain required data Condition: points were not collected and maintained in the file. According to Section IV, Program Reporting Requirements, of the general Criteria grant agreement provided by NeighborWorks, "Data paints required for each client are attached as Exhibit 1." Effect of The Organization is not in full compliance with grant requirements. Condition The grant agreement required certain data points be collected to receive Questioned Costs reimbursement It was noted for two items tested that required data points for reimbursement were not collected resulting in $700 in questioned costs. Recommendation: NHS should ensure all required data points are collected.' The National Foreclosure Mitigation Program was new and the grantor changed the data reporting requirements several months into the program which required fewer data points to be collected. The changes to the data Management reporting requirements were made informally and the original agreement Response: was not modified_ Management does concur that all required data points should be collected to support each counseling case. NHS Management will work to obtain formal contract amendments to support requirement changes. 45. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES SCHEDULE OF FINDINGS AND QUESTIONED COSTS March 31, 2009 09 -02 Ratio of Counseling Levels Ratio of Counseling Levels immaterial Compliance Finding While comparing the ratio of counseling levels to the required allocation, it was noted that the counseling unit ratio between level 1,2, and 3 are all Statement of outside of the 50% variance from the required ratio stated in the grant Conditiom agreement We noted that the Organization communicated with the grantor regarding this issue and created an action plan on ways to achieve these requirements. According to the National Foreclosure Mitigation Counseling grant agreement, Statement of Work, Section A, "Ratio of level 1, IeveI 2, Level 3 Criteria: counseling by the Grantee shall not vary by more than 50 %. Per Exhibit B, "Level 1 counseling units should be 79% of the total, level 2 counseling units should be 44 %, and level 3 counseling units should be 36Y ". Effect of The Organization is not in full compliance with grant requirements. Condition It is recommended that this requirement be monitored on a quarterly basis Recommendation: and potential initiatives be explored to bring the Organization into compliance. The National Foreclosure Mitigation program was new and the grantor communicated to NHS after the original contract was signed that the counseling units per level could vary. At the completion of the contract, Management the percentages achieved were different than the target projections in the Response: original contract In possession of this information, NeighborWorks America informed NHS chat the final report for the grant was reviewed and approved. NHS Management will work to obtain formal contract amendments to support requirement changes. i 46. t. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES RESOLUTION OF PRIOR YEAR FINDINGS AND QUESTIONED COSTS March 31, 2009 08-01 Compliance Finding - Control Over Affiliate Reporting Statement of Condition During our audit fieldwork, management disclosed that a separate legal entity was created by NHS during 2005 known as "NHSRC Initiatives'. This separate legal entity was created for the purpose of performing housing transactions related to NHS participation in a receivership program with the City of Chicago. Changes in personnel within the organization as well as the delay in utilizing the entity for operational purposes until early 2007 prevented adequate communication of the existence of the entity to the appropriate individuals within the organization which resulted in a lack of control over reporting. Although the reporting for this entity did not result in changes to the combined financial statement presentation, this entity was not properly disclosed in recent audit reports. Additionally; an application for IRS income tax exemption has not been filed, potentially subjecting the organization to income tax expense that would have otherwise not applied. Criteria All affiliates under the control of NHS should be reported and disclosed. Effect of Condition: The complexity of the NHS organizational structure presents a risk of inaccurate financial reporting where internal controls over the creation and monitoring of affiliate organizations lacks appropriate attention. Recommendation: We recommend that the organization reevaluate the effectiveness of entity level controls which govern the appropriate methods of communicating information related to significant organizational events that could potentially have a bearing on financial reporting. Grantee Response at March 31, 2008: NHS management concurs that the communication of information related to financial reporting should be improved. Improvements in the system of internal control have already included a greater awareness of the necessity for communicating information relevant to financial reporting as well as education of management and staff throughout the organization of transactions requiring financial disclosures. Also, the approval of new entities, including property development limited partnerships or joint ventures, by individual Boards or Committees will be documented in meeting minutes and presented for review at the NHS Central Board Status: Corrected and will not be listed as a finding in the FY09 audit report 08 -02 Compliance Finding - Audit Adjustments Statement of Condition: During the course of the audit certain required adjustments were noted as part of testing procedures. The adjustments noted included the following items: - Pledges Receivable and Contribution Revenue - Allowance for Property Held for Rehabilitation and Resale - Construction Loan Allowance (Continued) 47. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES RESOLUTION OF PRIOR YEAR FINDINGS AND QUESTIONED COSTS March 31, 2009 - Deferred Loan Allowance and Asset Present Value - Certified Loan Loss Reserve - Accounts Receivable Allowance Criteria All adjusting entries should be made during the regular fiscal year -end closing procedures. Effect of Condition: The required recording of adjustments encountered as part of audit procedures indicates the potential that internal financial statements may be materially misstated during the course of the year. Recommendation: We recommend that management continue to implement controls and procedures to ensure the timely reconciliation and valuation of general ledger accounts. Grantee Response at March 31, 2008: NHS management concurs with the recommendation to improve the reconciliation and account valuation processes. The control improvements will include increased education and training to finance department staff on the nature and timing of adjustments to accounts based on their purpose, such as write -offs on old balances, valuation requirements, proper account classifications, and reconciliations to subsidiary Iedgers and systems. Also, the control improvements will include increased supervision and monitoring to ensure that account adjustments are corrected and posted in a timely manner. Status: Corrected and will not be listed as a finding in the FY09 audit report (Continued) 48. a NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED EMMIES RESOLUTION OF PRIOR YEAR FINDINGS AND QUESTIONED COSTS March 31, 2008 08-03 Compliance Finding - Approval of Journal Entries Statement of Condition: Currently, journal entries are approved manually within the accounting system. In conjunction with our journal entry testing we were unable to verify the approval for certain adjustments that were selected as part of our procedures. The Chief Financial Officer has implemented a policy requiring the review and approval of all journal entries however this policy does not always seem to be consistently followed. Criteria: All journal entries should contain a review and approval from an appropriate individual Effect of Condition: Lack of appropriate documentation of approvals of journal entries could result in inappropriate or erroneous entries in the general ledger. Recommendation: Approval of journal entries is very important in the system of segregation of duties. Neighborhood Housing Services should document approval of all journal entries. Grantee Response at March 31, 2008: The new journal entry approval policy was implemented in December 2007. The policy has required education and training of staff as well as the implementation of specific control techniques to facilitate the approval process. NHS concurs with the recommendation that approval should be documented on all journal entries and will continue to supervise and monitor team members to ensure that all journal entries requiring approval obtain the appropriate approval. Status: Corrected and will not be listed as a finding in the FY09 audit report 08-04 Comnliance Finding - Controls Over Construction Services Statement of Condition During our fraud inquiries, we noted an instance related to the construction services function that could have a financial statement impact of approximately $100,000. Construction specialists are performing site visits on construction work, and providing guidance to clients to sign off on construction work that has been completed. Based on our inquiry, the controls over the construction area require a. more formal level oversight review. In addition, implementing an external whistle blower policy could mitigate the risk that inappropriate reviews are reported to the proper level of management Criteria Controls should be improved over construction services, specifically, in regards to oversight and whistle blower policies. Effect of Condition Lack of controls over construction completion sign offs could result in NHS incurring charges to complete construction which was previously funded. (Continued) 49. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED. ENTITIES RESOLUTION OF PRIOR YEAR FINDINGS AND QUESTIONED COSTS March 31, 2008 Recommendation: We recommend improved controls over the construction services area, including increased supervisory oversight over construction specialists and the implementation of an external whistle blower policy. Grantee Response at March 31, 2008: NHS management concurs with the recommendation to improve controls related to the oversight provided by our staff to borrowers. NHS will be evaluating the overall risks and benefits associated with the type and level of controls that would need to be implemented in order to be effective. From an operational standpoint, we will take into consideration available budgeted positions and workload. From a legal perspective, we will review the existing documents signed by the borrower protecting NHS assets_ From a financial standpoint, we will review the current process for approving payment to our borrower's hired contractors to determine if additional supporting documentation would mitigate any risk of making an unauthorized or questionable payment We expect that any new controls would be implemented in the later part of fiscal year 2009. Status: Corrected and will not be listed as a finding in the FY09 audit report 08-05 COmDhance Fundine - Program Income Due to the City of Chicago Statement of Condition Account 28100 - Program Income Due to City was in the process of being reconciled during our fieldwork, but was not completed in advance of the audit A material reconciling difference remained unresolved. Criteria: All general ledger accounts should be reconciled on a timely basis. Effect of Condition Lack of adequate and timely account reconciliation could lead to inaccurate financial reporting. Recommendation This account should be investigated and reconciled in order to facilitate accurate financial reporting. Grantee Response at March 31, 2008: NHS is nearly completed with the reconciliation of the Program Income Due to the City of Chicago account It appears that almost all of the funds in the account are principal and interest remitted to NHS from loans originated under the City's HELP Loan Program. We have begun initial conversations with the City focused on redeploying those funds once the reconciliation is completed, Status: Corrected and will not be listed as a finding in the FY09 audit report (Continued) 50. �. NEIGHBORHOOD HOUSING SERVICES OF CHICAGO, INC. AND RELATED ENTITIES RESOLUTION OF PRIOR YEAR FINDINGS AND QUESTIONED COSTS March 31, 2008 08-06 Compliance Finding - Accounting for Capital Funds from Neighborworks and CDBG Statement of Condition During our testing of the NeighborWorks and CDBG capital grants, we noted that NHS has not established a separate fund to track and account for permanently restricted revolving loan and capital project funds received from NeighborWorks and CDBG. Criteria According to Section IC of the general grant agreement provided by NeighborWorks, "Permanently Restricted Capital Grant Funds require that the NeighborWorksG organization establish and maintain a segregated Permanently Restricted Reoolmng Loan and Capital Projects Fund to account exclusively for their use." Effect of Condition The Organization is not in full compliance with grant requirements. Recommendation We recommend that NHS establish a separate fund to record transactions related to NeighborWorks and CDBG temporarily and permanently restricted revolving loan and capital project fund balances. Grantee Response at March 31, 2008: NHS management concurs that tracking and accounting for permanently restricted revolving loan and capital project funds received from NeighborWorks America (NWA) is necessary to ensure compliance with specific grant requirements. Currently NHS tracks and accounts for NWA funds using general ledger Project codes as well as spreadsheet listings. NHS uses the Fund code within its general ledger account code structure to track activity by legal entity such as NHS, NLS, NHSRC, and NHS of the Fox Valley so that it can run reports on each line of business. Status: NHS is currently reviewing its entire GL account code structureto determine the most beneficial redesign that will allow it to meet its financial reporting requirements and its contractual requirements to NWA. 51. EXHIBIT B ASSURANCES The SUB - RECIPIENT hereby assures and certifies 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 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: (I) 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 SUB - RECIPIENT 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; (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; (II) The Age Discrimination Act of 1975 (Pub. L. 94 -135), as amended, and implementing 10 regulations when published for effect; (n The relocation requirements of Title 11 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 24 CFR Part 35; 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 City, 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 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; 11 (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 Community Development 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; (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. IN (C) The SUB - RECIPIENT shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, 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. 13 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 finds 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 famish 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 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. 14 SUB - RECIPIENT: NHS of the Fox Valley 163 East Chicago Street, Elgin, Illinois, 60120 DATE: Deo'e -m l' c29 �O f C� ATTEST: Zor�e -s K. W h �U -Fo>J 15 Report to Mayor & Members of City Council MEETING DATE: January 12, 2011 ELGIN THE CITY IN THE SUBURBS INITIATIVE C: Community Development Block Grant Sub- Recipient Agreement with Neighborhood Housing Services of the Fox Valley COMMUNITY GOAL Neighborhood Vitality and Quality Housing OBJECTIVE • Providing financial support to Neighborhood Housing Services of the Fox Valley through the Community Development Block Grant Program PURPOSE • Providing homebuyer and foreclosure prevention counseling by helping current homeowners avoid foreclosure and to educate future homeowners to avoid foreclosure filings RECOMMENDATION Authorize staff to execute a Sub - Recipient Agreement with Neighborhood Housing Services of the Fox Valley to assist with individual counseling for both pre - purchase and foreclosure prevention in the amount of $29,750 BACKGROUND Neighborhood Housing Services (NHS) of the Fox Valley, a not - for - profit housing, counseling and lending organization, was founded in July 2007 to provide homeownership assistance through educating and preparing new homeowners for success; lending to help individuals and families in the Elgin area to buy, fix, and keep their homes; and sustaining homeownership through foreclosure prevention. NHS' mission is to create opportunities for people to live in affordable homes, improve their lives and strengthen their neighborhoods. NHS of the Fox Valley, a related entity and affiliate of Neighborhood Housing Services of Chicago, Inc., is the first neighborhood office outside Chicago. NHS of the Fox Valley 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. The plan was submitted to the Department of Housing and Urban Development (HUD) and approved in May 2010. NHS of the Fox Valley was allocated $29,750 from the 2010 CDBG program year. NHS of the Fox Valley will use the funds to provide individual counseling and guidance to low- and moderate - income families living in the city on home pre - purchase and foreclosure prevention issues related to buying and owning a home in Elgin. OPERATIONAL ANALYSIS Homeownership, as a wealth building strategy, has suffered in recent years due to the economic crisis and the resulting lower real estate values. With homeownership on the decline as the foreclosure crisis continues, NHS functions as both an educational, lending and counseling organization. NHS fights the foreclosure crisis on two fronts — preventing as many foreclosures as possible, while also preparing new homeowners to take advantage of the more affordable prices, making homeownership affordable to low- and moderate - income families. 1. Individual foreclosure prevention counseling will address the following issues: • Establishing a household income and expenses budget; • Creating a foreclosure prevention timeline; • Becoming aware of scams targeting homeowners at risk of foreclosure; • Understanding options available to homeowners from current lender or other resources; and • Preparing an application for loss mitigation solutions offered by current lender and negotiating the terms of an affordable solution and reviewing offers of loss mitigation with current lender. 2. Individual home pre - purchase counseling will address the following issues: • Establishing a household income and expenses budget; • Reviewing credit history; • Calculating affordability; • Analyzing down payment options; and • Securing pre - approval for purchase financing. Since NHS of the Fox Valley opened its doors in 2007, 331 families have gone through foreclosure prevention counseling and 283 families have attended Homebuyer Education classes. NHS of the Fox Valley has saved 75 families from foreclosure through prevention counseling and intervention and created 13 new homeowners in Elgin. Counseling hours provided will be tracked by NHS pre - purchase counseling tracking software known as "Home Counselor Online" and foreclosure prevention counseling tracking software known as "Just Price Solutions." In addition to serving the low- and moderate - income households, NHS will make available information on outcomes of loan modification, repayment plans, refinancing, etc. to foreclosure prevention clients, and information on pre - approval for purchase financing, purchased housing, etc., to pre - purchase housing counseling clients. NHS of the Fox Valley was also awarded $37,548 in Neighborhood Stabilization Program (NSP) funds in 2010 to counsel prospective homebuyers who could potentially purchase the homes that the city and its partners are rehabilitating under the program. The organization will be required to comply with all federal requirements of the CDBG Grant Program and NSP as well as the city's sub - recipient agreement. INTERESTED PERSONS CONTACTED Staff of the Community Development Department contacted Jen Carr, Vice President and Manager of the Community Lending Team for Northern Trust and also a Board Member of the NHS of the Fox Valley, to gauge her recent and past experiences with NHS of the Fox Valley. She reported a continued positive experience and expressed an appreciation for the value of the organization's services to the community. FINANCIAL ANALYSIS The CDBG grant is proposed to be used solely to provide individual counseling for both home pre - purchase and foreclosure prevention to low- and moderate - income families living in the city. The overall cost to administer the program by NHS over a 12 -month period is estimated at $131,000. To supplement the amount requested through the CDBG program, NHS uses other funding sources such as the Grand Victoria Foundation, local and state government grants, private charitable contributions and revenue originated from NHS Loans. A more detailed assessment is provided within their application package. BUDGET IMPACT FUND(S) ACCOUNT(S) PROJECT #(S) AMOUNT BUDGETED AMOUNT AVAILABLE CDBG 230- 0000 - 791.30 -99 1 154652 $29,750 $29,750 LEGAL IMPACT None. ALTERNATIVE COURSES OF ACTION The city council may choose not to approve the Sub - Recipient Agreement with NHS of the Fox Valley. NEXT STEPS 1. Execute a sub - recipient agreement with NHS of the Fox Valley 2. Assist the sub - recipient with project implementation and management 3. Process payment as approved by the agreement 4. Complete review and monitoring of NHS' clientele files by May 2011 to ensure compliance with the national objectives of the program that requires service to low- to moderate - income persons 5. Request and review quarterly reports from the sub - recipient 6. Submit annual reports to HUD on the sub - recipient's activities 7. Prepare sub - recipient files for on -site monitoring by HUD prior to closing out project Prepared by: Denise Momodu, Associate Planner Reviewed by: Sarosh Saher, Senior Planner Reviewed by: Marc Mylott, Community Development Director Reviewed by: Colleen Lavery, Chief Financial Officer Reviewed by: William A. Cogley, Corporation Counsel /Chief Development Officer Final Review by: Richard G. Kozal, Assistant City Manager /Chief Operating Officer Approved by: Sean R. Stegall, City an er ATTACHMENTS A: Draft Sub - recipient Agreement between the City of Elgin and NHS of Fox Valley ELGIN THE CITY IN THE SUBURBS- DATE: February 8, 2011 TO: Denise Momodu, Associate Planner FROM: Jennifer Quinton, Deputy City Clerk SUBJECT: Resolution No. 11 -25, Adopted at the January 26, 2011, Council Meeting Enclosed you will find the agreement listed below. Please distribute this agreement to the other party and keep a copy for your records if you wish. 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 NHS of the Fox Valley