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13-164
Resolution No. 13-164 RESOLUTION AUTHORIZING EXECUTION OF A COMMUNITY DEVELOPMENT BLOCK GRANT SUB-RECIPIENT AGREEMENT WITH THE LARKIN CENTER FOR PNEUMATIC CHILLER SYSTEM REPLACEMENT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Sean R. Stegall, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a community development block grant agreement with The Larkin Center on behalf of the City of Elgin for pneumatic chiller system replacement at 515 Sports Way, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: September 25, 201 Adopted: September 25, 2013 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk AGREEMENT BETWEEN THE CITY OF ELGIN AND THE LARKIN CENTER This AGREEMENT is entered into as of the 25th day of September 72013, by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter called "GRANTEE" or "CITY") and THE LARKIN CENTER, 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 1212 Larkin Avenue, Elgin, Illinois 60123. 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-RECIPIENT hereby agrees to perform, in a timely fashion, the activities provided for herein, and those previously defined in the application and project description dated December 11, 2012, submitted by the SUB-RECIPIENT entitled "School Chiller System", which was revised, a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference (hereinafter referred to as the "PROJECT"). The SUB-RECIPIENT was awarded a grant for Fiscal Year(FY) 2013. B. All funding provided to SUB-RECIPIENT shall be used solely to replace obsolete cooling coils, gate valves, 3-way mixing valves, steam valves, diverting valves, and ventilator motors for the school chiller system for its school located at 515 Sports Way, Elgin, Illinois. About 321 low and moderate-income Elgin families will benefit from the Center's program in its 2013 fiscal year. The subject building will serve 52 percent low and moderate income persons as defined by 24 CFR 570.208 (a) (2) (i) (A). Such funding shall be used only for the installation of a new chiller system , and other costs associated with the above activities as are consistent with the scope and intent of the PROJECT and are pre-approved by CITY staff. C. The SUB-RECIPIENT shall comply with administrative and procurement requirements as applied to the Community Development Block Grant program in accordance with 24 CFR 85: 1. The Bid Specifications shall include all specifications and pertinent attachments and shall define the items or services in order for the bidder to properly respond. Page 1 of 19 2. The SUB-RECIPIENT shall submit the Bid Specifications and plans to the City's Community Development Department for staffs approval prior to advertising in a local newspaper and the Dodge Construction News. 3. The SUB-RECIPIENT shall include in the invitation for bids, the statement "Minorities and women contractors are encouraged to submit bids." The SUB- RECIPIENT shall purchase a l" x 3" space in the Dodge Construction News Classified Section specifically inviting Minority Business Entity/Women Business Entity(MBE/VWBE) firms to submit bids. 4. All bids will be publicly opened at the time and place prescribed in the invitation for bids. 5. The SUB-RECIPIENT shall provide the City's Community Development Department with a copy of the classified advertisement and the results from the bid opening. 6. The contract award will be awarded, in writing, to the lowest responsive and responsible bidder. Any or all bids may be rejected, if there are sound documented reasons. D. The SUB-RECIPIENT shall comply with the Federal Labor Standards and Prevailing Wage Rates as applied to the Community Development Block Grant Program in accordance with Title 29 of the Code of Federal Regulations, Part 5: 1. After the start of the described work, the SUB-RECIPIENT shall provide to the City's Community Development Department staff, weekly reports of the contractor and/or subcontractors at the job site. The SUB-RECIPIENT shall conduct employee interviews of the contractor and/or subcontractors at the job site. 2. Originals of all documents required for compliance with the Federal Labor Standards shall be supplied to the City's Community Development Department. 3. SUB-RECIPIENT shall erect a sign in a prominent place at the job site crediting the City of Elgin and HUD for funding of the PROJECT by including the following statement: "Funding for the Project has been provided, in part; by the City of Elgin from the U.S. Department of Housing and Urban Development's Community Development Block Grant Program." E. Quarterly Progress Reports and Disclosure of Client Data 1. The SUB-RECIPIENT shall provide a Quarterly Progress Report to the CITY each quarter, reporting on the status of the PROJECT in relation to the Project Implementation Schedule. The quarterly progress reports shall begin upon the signing of this Agreement, and be based on the CDBG program year, beginning on June 1st and ending on May 31" of the following year. The quarterly progress report shall be submitted until the completion of the project or until directed to discontinue such reports in writing by the CITY. Page 2 of 19 i 2. Quarterly progress reports shall be due on the 10`h day of the month following, the end of the quarter, for the previous quarter's activities. 3. The SUB-RECIPIENT shall use a form provided by the Community Development Department and• shall include all required information about the number of clients served each quarter (by race, household income, household size and the number of female headed households). 4. The SUB-RECIPIENT shall maintain on the premises of their principal place of business client data demonstrating client eligibility for services provided, and any other demographic information as requested in the City's Quarterly Progress Reports. Such information shall be made available to the City's monitors for review upon request. 5. The SUB-RECIPIENT shall furnish and will permit the City, HUD or its agents, or other authorized federal officials, access to clients' records for the purpose of household size and income verification to ascertain compliance with the rules, regulations and provision of the Act. F. Request for Payment 1. The SUB-RECIPIENT shall provide the City's Community Development Department, prior to the start of construction, with an itemized list of all estimated expenditures. This list (on a State of Illinois Engineer's Pay Estimate form BLR-283 or equivalent) shall show expected quantities and unit prices for each item. 2. Request for payment shall be submitted on a timely basis. Each request for payment sent to the CITY shall be accompanied by said payment estimate form signed by the SUB-RECIPIENT'S authorized representative and showing the work completed. Changes to items on the pay estimate form must be authorized, in writing, by the SUB-RECIPEENT (on a State of Illinois Request for Approval of Change in Plans Form BLR-228 or equivalent), and a copy of such authorization shall be submitted to the City's Community Development Department before payment pursuant to such changes is made. G. Prior to the expenditure of CDBG funds, the SUB-RECIPIENT shall meet with the City's Community Development Department staff to establish acceptable documentation and guidelines regarding requests for payment for the activities described in the Scope of Work. No payment of CDBG funds will be made by the CITY without the required documentation. H. SUB-RECIPIENT shall record and report monthly to the CITY all program income (as defined in 24 CFR 570.500(a)) generated by activities carried out with CDBG funds made available under this Agreement. Any such program income shall be returned to the CITY. Written request for an exception to this section must be made in writing to the CITY's Community Development Department. Such request shall describe why the SUB-RECIPIENT needs the income, the specific activities the SUB-RECIPIENT will undertake with the funds, and how the SUB-RECIPIENT will report income and expenditures to the CITY. A written response to the request will be provided to the SUB- RECIPIENT from the CITY. The use of any program income by the SUB-RECIPIENT shall comply with the requirements set forth at 24 CFR 570.504. By way of further Page 3 of 19 h income is used during the Agreement period for limitations, to the extent any such � gr p activities permitted under this Agreement, SUB-RECIPIENT shall reduce requests for additional funds by the amount of any such program income balances on hand. All unexpended program income shall be returned to the CITY at the end of this Agreement period. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to the CITY. III. AMOUNT AND TERMS OF GRANT A. The CITY shall distribute to SUB-RECIPIENT, as SUB-RECIPIENT'S portion of the total grant received by the CITY and in consideration of SUB-RECIPIENT'S undertaking to perform the PROJECT, a maximum of$56,430 (hereinafter "Grant Funds"), to be paid in the manner set forth herein at Section VII. B. This PROJECT shall be identified by the following project and account numbers: Project No. 154948 and Account No. 230-0000-791.93-36 in the amount of $56,430, which identifying numbers shall be used by SUB-RECIPIENT on all payment requests. C. In the event the services identified in Section 11, Scope of the Project of this Agreement or other eligible services for low and moderate income individuals and households are no longer provided at The Larkin Center School, 515 Sports Way, Elgin, due to actions by the SUB-RECIPIENT, the SUB-RECIPIENT shall reimburse the U.S. Department of Housing and Urban Development or the CITY for project activities undertaken in whole or in part with CDBG funds at a rate of 6.7% for each year and portion of each year remaining on the' ten-year useful life of the facility improvements. The ten-year compliance period shall begin on the commencement date of this Agreement. This provision shall not be construed as limiting the CITY from asserting any claims against The Larkin Center, for the breach of any other terms of this Agreement. D. Upon project completion as specified in Section II, Scope of the Project, any remaining CDBG project funds shall be available for reallocation by the CITY to another eligible CDBG project. If SUB-RECIPIENT materially fails to comply with any term of this award, the SUB-RECIPIENT shall repay to the CITY all funds used for ineligible activities. E. A minimum of 51 percent of the persons served on an annual basis shall be at or below 80 percent of the Median Family Income in order for the SUB-RECIPIENT to maintain eligibility for the CDBG funds provided for herein. Said income levels shall be updated and revised annually to conform to levels set by the U. S. Department of Housing and Urban Development. Failure to meet the aforementioned minimum 51 percent threshold shall require SUB-RECIPIENT to reimburse the CITY for funds expended, in whole or in part, for project activities. F. Changes in the scope of services, budget, or method of compensation contained in this Agreement, unless otherwise noted, may only be made through a written amendment to this Agreement, executed by the SUB-RECIPIENT and CITY. IV. SUB-RECIPIENT'S COMPLIANCE WITH THE ACT Page 4 of 19 A. CITY shall assist SUB-RECIPIENT'S making application for CDBG funds. B. SUB-RECIPIENT shall abide by the ACT, and all HUD rules and regulations promulgated to implement the ACT. C. SUB-RECIPIENT shall, upon request of CITY, (1) assist in the completion of an environmental review and (2) complete certifications showing equal employment opportunity compliance including equal employment opportunity certification with reference to the PROJECT, as set forth in Exhibit "C" attached hereto and made a part hereof. D. SUB-RECIPIENT, in performing under this Agreement, shall: 1. Not discriminate against any worker, employee, or applicant, or any member of the public, because of race, creed, color, sex, age or national origin, nor otherwise commit an unfair employment practice; and 2. Take affirmative action to insure that applicants are employed without regard to race, creed, color, sex, age or national origin, with such affirmative action in- cluding, but not limited to the following: Employment, upgrading, demotion or transfer, termination, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, including apprenticeship. E. SUB-RECIPIENT shall permit CITY and HUD to conduct on-site reviews, examine client, personnel and employment records and to conduct any other procedures or practices to assure compliance with the provisions of this Agreement. SUB-RECIPIENT agrees to post in conspicuous places available to employees and applicants for employment notices setting forth the provisions of this non-discriminatory clause. F. SUB-RECIPIENT shall comply with all laws and state and federal rules and regulations, including but not limited to those regarding a direct or indirect illegal interest on the part of any employee or elected official of the SUB-RECIPIENT in the PROJECT or payments made pursuant to this Agreement. G. SUB-RECIPIENT hereby warrants and represents that neither the project, including but not limited to any funds provided pursuant thereto, nor any personnel employed in the administration of the program shall be in any way or to any extent engaged in the conduct of political activities in contravention of Chapter 15 of Title 5, United States Code, referred to as the Hatch Act. H. SUB-RECIPIENT shall maintain records to show actual time devoted and costs incurred, in relation to the PROJECT, and shall prepare and submit 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. Page 5 of 19 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 this Agreement. J. SUB-RECIPIENT-and CITY shall at all times observe and comply with Title 24 CFR Part 570 and all applicable laws, ordinances or regulations of the Federal, State, County, and local government, which may in any manner affect the performance of this Agreement. Without limiting the foregoing, the SUB-RECIPIENT shall comply with the regulations, policies, guidelines and requirements set forth in Exhibit B, attached hereto and incorporated herein by this reference. K. SUB-RECIPIENT shall transfer to the CITY any unused CDBG funds and submit all billings attributable to this Project at the time this Agreement expires. L. SUB-RECIPIENT will ensure that any real property under the SUB-RECIPIENT'S control that was acquired and/or improved in whole or in part with CDBG funds is used to meet the benefit of low and moderate income persons as defined by HUD, for a period of 10 years after the commencement of this Agreement. M. If during the 10 year period after the commencement of this Agreement, the SUB- RECIPIENT disposes of any property under the SUB-RECIPIENT'S control that was acquired and/or improved in whole or in part with CDBG funds, then the SUB- RECIPIENT will reimburse the CITY in the amount of the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property in accordance with 24 CFR 570.503(b)(8) and 24 CFR 570.505. V. RIGHTS TO SUBCONTRACT A. SUB-RECIPIENT is herewith granted authority to subcontract all or any portion of the PROJECT to such engineers, architects, independent land use consultants, professional land planner, construction contractors or other entities as SUB-RECIPIENT shall deem appropriate or necessary and upon such terms as may be acceptable to SUB-RECIPIENT. B. Administration of any subcontracts by the SUB-RECIPIENT shall be in conformance with 24 CFR Part 570.200(d)(2) and Part 85.36. VI. SUB-RECIPIENT'S AUTHORIZATION TO ACCEPT PROPOSALS A. After the CITY has received notification that funds for the PROJECT have been released by HUD, the SUB-RECIPIENT shall be authorized to accept the proposal of any subcontractor for the PROJECT. VII. BILLING PROCEDURE Pace 6 of 19 A. Upon release of Grant Funds by HUD for the PROJECT, the CITY shall make disbursements to the SUB-RECIPIENT as either reimbursement for advances made by SUB-RECIPIENT or as advances for specific cash requirements of SUB-RECIPIENT for the PROJECT. All claims of SUB-RECIPIENT, whether for reimbursement or advancement, shall comply with the following requirements: 1. SUB-RECIPIENT shall submit a listing of all disbursements of CDBG funds, on a form provided by the CITY; 2. Any claim for advancement of CDBG funds shall be limited to an amount necessary for SUB-RECIPIENT to meet specific cash requirements for the PROJECT and shall be disbursed by SUB-RECIPIENT within three (3) working days of receipt by SUB-RECIPIENT; 3. Any request for reimbursement or advancement pertaining to work under contracts from the SUB-RECIPIENT shall include the following: a. For interim payments to contractors and subcontractors, certification that the work for which payment is requested has been performed and is in place and to the best of SUB-RECIPIENT'S knowledge, information and belief that, the quality of such work is in accordance with the contract and subcontracts, subject to: (i) any evaluation of such work as a functioning PROJECT upon substantial completion; (ii) the results of any subsequent tests permitted by the subcontract; and(iii) any defects or deficiencies not readily apparent upon inspection of the work; and b. For final payment, certification that the work has been performed in a satisfactory manner and in conformance with the contract. 4. Processing of all requests for payment shall be contingent upon the submission of the required documentation by the contractor and subcontractor to the CITY that fully complies with federal labor standards, uniform relocation act or any other applicable federal, state, or local statutes,rules or regulations. 5. SUB-RECIPIENT shall forward to CITY all billings, vouchers, and other documents representing any accounts payable, in such timely and reasonable manner as both parties shall determine; provided, however, that in no event shall such documents be forwarded to CITY later than twenty-one (21) days after SUB-RECIPIENT'S receipt of such documents. 6. SUB-RECIPIENT shall cooperate with the CITY to facilitate the maintenance of financial records by the CITY as required by Title 24 CFR 85. B. Upon submission of an acceptable claim for Grant Funds, CITY shall process such claim and shall approve such claim for payment following approval by the City's Community Development Department, for compliance with this Agreement and applicable HUD requirements. Paae 7 of 19 .C. Except as provided for in Section IX and X herein, CITY shall pay all required payments against eligible project costs, as described in Section 11.13, incurred by SUB-RECIPIENT under this Agreement. VIII. ADMINISTRATION AND REPORTING REQUIREMENTS A. SUB-RECIPIENT shall administer the Grant Funds in conformance with the regulations, policies, guidelines and requirements of OMB Circular numbers A-110, A-122, and A- 133, as they relate to the acceptance and use of federal funds for the PROJECT. B. SUB-RECIPIENT shall submit all required information to show compliance with applicable laws, rules and regulations, as specified in this Agreement and shall submit to CITY a quarterly progress report no later than the 10th day of the month following the activity being reported. SUB-RECIPIENT shall comply with all reporting and other requirements as specified in Exhibit "B" attached hereto and made a part of this Agreement. C. Relocation of Tenants SUB-RECIPIENT shall comply with the requirement under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970. SUB-RECIPIENT shall maintain a separate relocation file for each displaced person/business for at least three years after the project has been completed or the personibusiness has received final relocation payments, whichever is later. Relocation costs must be paid to any tenant (residential or nonresidential) who occupies any building being acquired and is forced to move without cause. Waiver of rights to relocation costs can only be done by a single family homeowner. D. Management Plan and Operating Budget of the Facility SUB-RECIPIENT shall maintain, and keep current, a management plan and operating budget stating policies governing the operation of the facility and shall keep this plan and budget on file with the CITY. IX. TERMINATION OF AGREEMENT OR SUSPENSION OF PAYMENT A. During the implementation of the PROJECT, CITY may terminate this Agreement or may suspend payment of Grant Funds to SUB-RECIPIENT for SUB-RECIPIENT'S substantial breach of this 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 or in breach of this Agreement relative to, SUB-RECIPIENT'S performing the PROJECT; failure by SUB-RECIPIENT in submitting supporting information or documentation for a claim, submission by SUB- RECIPIENT of incorrect or incomplete reports, or SUB-RECIPIENT'S suspension of its pursuit of the PROJECT. Paoe 8 of 19 C. In the event CITY elects to terminate this Agreement or to suspend payments, for any reason stated herein above in paragraph A and B of this Section IX, it shall notify the SUB-RECIPIENT, in writing, of such action, specifying the particular deficiency, at least five (5) working days in advance of any such action and establishing a time and a place for the SUB-RECIPIENT to refute the alleged deficiency at a time prior to CITY'S taking such action. After allowing the SUB-RECIPIENT the opportunity to refute or correct the alleged deficiency, if the alleged deficiency continues to exist, in the opinion of the CITY, the CITY may withhold payment of the Grant Funds until such time as the violation or breach is remedied. No action taken or withheld by the CITY under this paragraph shall relieve the SUB-RECIPIENT of its liability to the CITY for any funds expended in violation of any of the terms of this Agreement. D. SUB-RECIPIENT shall transfer to the CITY any unused CDBG funds and submit all billings attributable to this Project at the time this Agreement terminates or is suspended. X. REMEDIES A. To the fullest extent permitted by law, SUB-RECIPIENT agrees to and shall indemnify, defend and hold harmless the CITY, its officers, employees, boards and commissions from and against any and all claims, suits,judgments, costs, attorneys fees, damages or any and all other relief or liability arising out of or resulting from or through, or alleged to arise out of, any breach of this Agreement; misuse or misapplication of funds derived pursuant to this Agreement by SUB-RECIPIENT; violation of any statutes, rules and regulations, directly or indirectly, by SUB-RECIPIENT and/or any of its agents or representatives; or any negligent acts or omissions of SUB-RECIPIENT or of SUB- RECIPIENT'S officers, employees, agents or subcontractors. In the event of any action against the CITY, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of CITY'S choosing. The provisions of this paragraph shall survive any termination and/or expiration of this Agreement. B. In the event of loss of approved Grant Funds for the PROJECT as a result of any violation or breach of this Agreement by the CITY, misuse or misapplication of funds received from HUD unrelated to the PROJECT, or any violation of the statutes, rules and regulations of HUD, directly or indirectly, by CITY and/or any of its agents or representatives, CITY'S liability to SUB-RECIPIENT shall be limited to any funds which have previously been provided to sub-recipient pursuant to this Agreement. SUB- RECIPIENT hereby waives and releases CITY from any and all other liability pursuant to any such breach, misuse,misapplication or violation of statutes, rules or regulations. C. In the event HUD, or any other federal agency, makes any claim which would give rise to invoking the remedy provisions, as set forth in paragraph A or B of this Section X, then 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. Page 9 of 19 D. In addition to any remedies available to the CITY, if CITY has lost or been prevented from receiving any federal funds, other than the Grant Funds, as a result of any alleged violation of law or other breach of this Agreement by SUB-RECIPIENT, the SUB- RECIPIENT shall repay, upon demand by the CITY, such amount of Grant Funds previously disbursed or allegedly due to the SUB-RECIPIENT. XI. TIMELINESS A. Time is of the essence of this Agreement. SUB-RECIPIENT shall meet the schedule deadlines listed below. Any milestone which the SUB-RECIPIENT does not achieve within two months of the date listed will result in the SUB-RECIPIENT submitting a revised implementation schedule for approval by the City's Community Development staff. Failure to achieve these deadlines may result in the loss or reduction of grant funds at CITY's discretion. Actions Date 1. Prepare Bid Specification October 1, 2013 2. Bids Solicited November 1, 2013 3. Select Contractor January 31, 2014 4. Construction Begins March 1, 2014 5. Construction Completed May 31, 2014 B. SUB-RECIPIENT. Shall complete the PROJECT within twelve (12) months from the date of this Agreement. However, in the event of any alterations or additions or of circumstances beyond the control of SUB-RECIPIENT, which in the opinion of the Community Development Director will require additional time for completion of said expenditures, then in that case, the time of completion shall be extended by the Community Development Director by a period of time not to exceed six(6)months. C. If SUB-RECIPIENT is delayed in the completion of the PROJECT by any cause legitimately beyond its control, as determined by the CITY, such that it cannot complete the PROJECT within eighteen (18) months of the date of this Agreement, it shall immediately give written notice to the CITY of the anticipated delay, the reasons therefore and request an extension of time for completion of the PROJECT. CITY's Community Development Director shall consider any such request and shall make a recommendation to CITY's City Council as to whether in his sole discretion he considers such an extension to be reasonable and necessary, under the totality of circumstances to be required for completion of the PROJECT due to the particular circumstances. The. CITY's City Council shall act upon the extension request and recommendation of the Community Development Director and notify the SUB-RECIPIENT whether the time extension is granted or denied, and the CITY's intention to exercise the remedies available herein, including but not limited to suspension of further payments. A revised implementation schedule shall be submitted by SUB-RECIPIENT if an extension is granted by the CITY. Paae 10 of 19 XH. MISCELLANEOUS PROVISIONS A. AMENDMENTS.- This Agreement constitutes the entire Agreement between the parties hereto. There are no other agreements, either oral or implied, between the parties hereto regarding the subject matter hereof. Any proposed change in this Agreement shall be submitted to the other party for prior approval. No modifications, additions, deletions, or the like, to this Agreement shall be effective unless and until such changes are executed, in writing, by the authorized officers of each party. B. SUBJECT TO FINANCIAL ASSISTANCE AGREEMENT - This Agreement is made subject to financial assistance agreements between the CITY and the United States Department of Housing and Urban Development, with the rights and remedies of the parties hereto being in accordance with any such agreements. C. ASSIGNMENT - Except as provided in Sections V and VI hereof, SUB-RECIPIENT shall not assign this Agreement or any part thereof and SUB-RECIPIENT shall not transfer or assign any Grant Funds or claims due or to become due hereunder, without the written approval of the CITY having first been obtained. D. ATTORNEY'S OPINION - If requested, SUB-RECIPIENT shall provide an opinion of its attorney, in a form reasonably satisfactory to the CITY, that all steps necessary to adopt this Agreement, in a manner binding upon SUB-RECIPIENT, have been taken by SUB-RECIPIENT, and that SUB-RECIPIENT is in compliance with applicable local, state and federal statues, rules and regulations for the purpose of complying with this Agreement. E. HEADINGS - The section headings of this Agreement are for convenience and reference only and in no way define, limit, or describe the scope or intent of this Agreement, and should be ignored in construing or interpreting this Agreement. F. The terms of this Agreement shall be severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this Agreement shall remain in full force and effect. G. This Agreement shall not be construed to create a joint venture, partnership, employment or other agency relationship between the parties hereto. H. Venue for the resolution of any disputes or the enforcement of any rights between the parties hereto arising out of or in connection with the terms and provisions of this Agreement shall be in the Circuit Court of Kane County, Illinois. Page 11 of 19 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates recited below. CITY OF ELGIN, an Illinois Municipal Corporation BY: Sean R. Steeall City Manager DATE: September 25, 2013 ATTEST: Kimberly 15ewis City Clerk SUB-RECIPIENT: The Larkin Center 1212 Larkin Avenue, gin; Illinois 60123 BYJ� Dennis Graf Executive Direct r DATE: °-J/S//3 T-7 ATTEST: Paoe 12 of 19 EXH]BIT A SUB-RECIPIENT'S CDBG APPLICATION Page 13 of 19 THE COMMUNITY>_DEVELOPMENT BLO -K GRANT (CDBG) :7PROP.OSAL`APPLICATION FOR CDBG:FUNDING: ENTITLEMENT:=P.RO G RAM -FI5CAL-YEiAR 2013=2014 JUNE 1.,:2013 THROUGHMAY:31,-:2014 Organization Name: The Larkin Center Project Name: School Chiller System Project Address: 515 Sports Way,Elgin IL 60123 Exec Director Name: Dennis Graf Address: 1212 Larkin Ave. Elgin,IL 60123 Telephone Number. 847-595-5656 Fax Number. 847-695-0897 E-Mail Address: dgraf @larkincenter.org Website(if applicable):www.larkincenter.org Employer(IRS)ID#: 36-2170144 DUNS Number: 074563149 Contact Name: Claudia Van Delinder Title: Public Relations/Marketing Manager Contact Telephone#: 847-695-5656 X217 Contact Fax Number: 847-695-1454 Contact E-Mail: cvandelinder @larkincenter.org Website(if applicable):www.larkincenter.org PROJECT FUNDING REQUEST CDBG Funds Requested $56430.00 Funding Leveraged from other Sources $0.00 Check the category,which describes the type of funding,requested: OHousing O Public Facility O Infrastructure OEconomic Development O Public Service O Other BRIEF PROJECT DESCRIPTION: Nease provide a one-sentence statement about oy ur nroiect-not your organization, Our project involves the replacement of obsolete cooling coils,gate valves,3 way mixing valves,steam valves,diverting valves and ventilator motors for our school chiller system located at 515 Sports Way in Elgin. City of Elgin CDBG Application FY 2013-2014 Application Page 14 of 32 CAPITAL P.ROJECTS''ONLY Public Improvements/Construction'Activity Application Form Project Name/Title: School Chiller System Agency Name: The Larkin Center Agency Address: 1212 Larkin Ave. City: Elgin State: IL Zip Code: 60123 1.:Project Description(Additional sheets are on the last page of this document if needed.) a. Provide a detailed description of the facilities to be provided or improved. Identify major components of proposed work and state estimated quantities: The facility was leased to the City of Elgin by the state of Illinois in August 2,000 on the condition that The Larkin Center was able to lease the facility for educational purposes.The original building was in need of a complete rehabilitation which included a HVAC system separate from the Mental Health Center. A Capital Champaign was launched that provided 2 million dollars of funding which provided the building we utilize today.The entire facility sits on a 10 acre lot of land.Our school provides a 120 seat auditorium,a full sized gym with.a regulation basketball court,additional smaller exercise and play area for students,fully functional kitchen,l8 varying sized class spaces with adjacent rooms used for small and large group special education instruction.There are computer,vocational and reading laboratories and four meeting rooms.The main office area has two offices,a copy room,storage area,and eight additional office spaces for counselors and therapists. b. Indicate the primary function of the facilities to be provided or improved: The Larkin School is an aspect of The Larkin Center in Elgin,a multi-faceted social service agency serving 20 different school districts. The Larkin Center School provides the best opportunities for children with multiple challenges identified through eligibility for Special Education with an emotional,behavioral,learning or cognitive disability. Our students are enrolled in classes 1%-12 required through the Illinois State Board of Education to meet Core Curriculum standards.A diversified instructional approach is utilized within our school where instructors provide teaching to the strengths of each student. These strengths may be in the areas of visual or auditory learning, tactile-kinesthetic experiential learning or a combination of styles. c. Readiness to Proceed: (i) Do you have an architect/engineer under contract? Q Yes 0 No If,yes please provide name. (ii) Do you have preliminary plans/drawings completed(If yes,please scan and attach)? O Yes 0 No (iii) Do you have project cost estimates completed(If yes,please scan and attach)? © Yes 0 No (using Davis Bacon Wage Rate and Labor Standards) IPlease note that any.costs incurred prior to the award and environmental review process cannot be reimbursed to the applicant. d. Provide evidence of site control. (Please scan and attach) Copy of deed. If property is not owned provide a copy of the lease. Agreement and letter from owner approving proposed work. City of Elgin CDBG Application FY 2013-2014 Application Page 15 of 32 CAPITAL PROJECTS ONLY 2. Project Location: a. Project Address/Location: (Scan and attach photographs) 515 Sports Way,Elgin,IL 60123 Census Tract(s): 8549.00 Block Group(s): 1016 b. Indicate if the project is located in,or will have any impact on,the following: (Please indicate Yes or No) (i) Do you have an architect/engineer under contract? O Yes @ No If yes,explain: (ii) Designated Wetlands Area: O Yes @ No If yes,explain: (iii) Land Use/Zoning Charge: O Yes No If yes,explain: (iv) Environmental Hazards: O Yes No If yes,explain: c. Provide a time line for the project and current status of project progression: Construction Bid Period: Start Date: 7/15/13 Completion Date: 9/15/13 Status: 13; Project Benefit::(Additional sheets at the end of the document.) a. Describe the existing problems or conditions.to be corrected by the proposed activity. Identify the persons affected by these conditions. Explain how the project benefits low and moderate income people. The Pneumatic Chiller System at our school is failing and can no longer maintain an even and comfortable temperature. The gate,steam and three-way mixing valves are unable to measure the proper water flow through the coils and the coils can no longer be acid washed and are 90%clogged. The water that flows through the system is unable to flow properly to the other components in order for regulated temperature to occur.The persons affected are staff,community members and students,of which 90%of our student body is from low to moderate income households. b. Describe in quantifiable terms the goals to be achieved by your project during the proposed funding period,and how the recipients of your services will be benefited or changed. The goals to be achieved during the proposed funding period are the replacements of 2 cooling coils,7 gate valves,3 three-way mixing valves,1 steam valve,replacement of rubber between 4 air handlers and 4 ducts,replace ventilator motors,seals in two pumps, replacement of 4 nipples and two shut off values. This project is imperative to provide a comfortable and safe environment for everyone who utilizes the building. City of Elgin CDBG Application FY 2013-2014 Application Page 16 of 32 CAPITAL PROJECTS ONLY Project Budget ACTIVITY CDBG FUNDS OTHER NON OTHER FEDERAL u , TOTAL FEDERAL FUNDS FUNDS = Acquisition Costs' Land Existing structures Other acquisition costs Site Work(not in construction contact) Demolition/clearance Other site costs Construction/Project improvement Costs New construction Rehabilitation Performance bond premium Construction continency Other $56,430.00 $56,430.00 Architectural:and.Engineering Architect fees Engineering fees Other A&E fees Other:.Owner.Costs Appraisal fees Survey Soil boring/environmental/LBP evaluation Tap fees and impact fees Permitting fees Legal fees Other Miscellaneous Costs Developer fees Project reserves Relocation costs Project_Administration&Management Costs Marketing/management Operating Taxes Insurance Other GRAND TOTALS $56,430.00 $56,430.00 City of Elgin CDBG Application rY 2013-2014 Application Page 17 o,32 CAPITAL PROJECTS ONLY 1. 'CAPITALPROCUREMENT::GUIDELINES FOR PRIVATE NON=PROFIUCONSTRUCTION_PROJECTS; All construction contracts in excess of $2,000 will be subject to federal Davis-Bacon Wage Rates and Labor Standards provisions. A schedule of current prevailing wage rates and fringe benefits is available at the Illinois Department of Labor at www.state.il.us\aqencv\idol\rates\evenmo\kane9999.htm. $25,000-$99,999 Projects over $25,000 require Newspaper Advertisement Public Solicitation of Contractor Bids in Elgin Standard Times. Federal requirements for Davis-Bacon and Minority and Women Business Enterprise Participation(MBE/WBE)compliance will be applicable. Federal Section 3 and City of Elgin Minority Workforce Requirements are not applicable for contracts under$100,000. The lowest qualified bid representing the complete scope of work from a QUALIFIED CONTRACTOR will be considered. $100,000+ Projects over$100,000 require Newspaper Advertisement Public Solicitation of Contractor Bids in Elgin Standard Times. Federal requirements for Davis-Bacon and Minority and Women Business Enterprise Participation MBE/MBE)compliance will be applicable. Federal Section 3 and City of Elgin Minority Workforce Requirements will be applicable for contracts over$100,000. Bond Requirement-100%Payment and Performance Bonds. The lowest qualified bid representing the complete scope of work from a QUALIFIED CONTRACTOR will be considered. City of Elgin CDBG Application FY 2013-2014 Application Page 1 B of 32 2... PROJECT:ELIGIBiLTY SECTION: -A. This project is located in 8 549 Census Tracts) (Identify tract by number) (website-Factfinder.census.gov .B. This projectmeets.at least ONE of the HUD national objectives listed below (please check all applicable; discussion and definitions available on page 6 of the packet): O1. Benefits low/moderate income individuals/households O2. Addresses the prevention or elimination of slums or blight O3. Meets a particularly urgent community development need C. Check all statements that describe HOW this project or activity meets one of the National Objectives above: OUM Area Benefir the project meets the identified needs of UM income persons residing in an area where at least 51%of those residents are UM income persons. The benefits of this type of activity are available to all persons in the area regardless of income. Examples: street improvements,water/sewer lines,neighborhood facilities,facade improvements in neighborhood commercial districts. OL/M.Limited Clientele:the project benefits a specific group of people (rather than all the residents in a particular area), at least 51% of whom are UM income persons. The following.groups are presumed to be UM: abused children, elderly persons, battered spouses, homeless, handicapped, illiterate persons. Examples construction of a senior center, public services for the homeless, meals on wheels for elderly, construction of job training facilities for the handicapped. OUM Housing: the project adds or improves permanent residential structures that will be occupied.by UM income households upon completion. Housing can be either owner or renter occupied units in either one family or multi-family structures. Rental units for UM income persons must be occupied at affordable rents. Examples: acquisition of property for permanent housing, rehabilitation of permanent housing, conversion of non- residential structures into permanent housing. OUM Jobs: the project creates or retains permanent jobs,at least 51%of which are taken by UM income persons or considered to be available to UM income persons. Examples: loans to pay for-the expansion of a factory, assistance to a business which has publicly announced its intention to close w/resultant loss ofjobs,a majority of which are held by U M persons. OMicro-Enterprise Assistance: the project assists in the establishment of a micro-enterprise or assists persons developing a micro-enterprise. (A micro-enterprise is defined as having five or fewer employees, one or more of whom owns the business.) This activity must benefit low/moderate income persons,area orjobs as defined in previous sections. OSlum or Blighted Area:the project is in a designated slum/blight area and the result of this project addresses one or more of the conditions that qualified the area. OSpot Blight: the project will-prevent or eliminate specific conditions of blight or physical decay outside a slum area. Activities are limited to clearance, historic preservation; rehabilitation of buildings, but only to extent necessary to eliminate conditioned detrimental to public health and safety. Examples: historic preservation of a public facility threatening public safety,demolition of a deteriorated,abandoned building. City of Elgin CDBG Application FY 2013-2014 Application Page 19 of 32 D. Project Category(check one): OAcquisition of Real Property ODisposition of Real Property OPublic Facilities and Improvements(e.g.,homeless shelter,water and sewer facilities,flood and drainage improvements,fire protection facilities/equipment,community,senior and health centers,parking,streets,curbs,gutters and sidewalks,parks and playgrounds.) OPrivately-Owned Utilities OPublic Service(Le.,a new service or an increase in the level of a service ORelocation Payments and Assistance to Displaced Persons ORemoval of Architectural Barriers,Handicapped Accessibility OHousing Rehabilitation OHistoric Preservation OCommercial or Industrial Rehabilitation, including facade improvements and corrections of code violations. OSpecial Economic Development or assistance to micro-enterprises City of Elgin CDBG Application FY 2013-2014 Application Page 20 of 32 3. IMPACT ON APPLICABLE GOAL5,'NEEDS`AND OBJECTIVES. -The Five-Year Consolidated Plan identifies both priority needs in-the community and strategies to address these needs. The need for your proposed project will-be determined by identifying how the project impacts upon the adopted Consolidated Plan Priority Needs. Therefore, applications should provide a clear explanation of how the project impacts upon the adopted Consolidated Plan Priority Needs. Greater consideration will be given to projects-that provide.a clear description of the project with supporting data and methodology of how the project will meet the Consolidated Plan Priority Needs. Please identify the category and activity applicable to your proposal,using that table as your guide: Example: Public Service Activity: Rental Reimbursement OAcquisition of Real Property Activity: 0 Infrastructure Activity: Chiller System Repair OAffordable Housing Activity: O Public Servide Activity: O Planning&Capacity Building Activity: The City of Elgin has identified ten strategic goals to reflect the City's ongoing commitment to the community. Greater consideration will be given to projects that provide a clear description of the project with supporting data and methodology of how the project will meet the City's strategic goals. Please identify ALL the categories applicable to your proposal: QA Safe Community O Quality Housing ONeighborhood Vitality O River as a Resource QEconomic Growth and Diversified Tax Base 01 Alive Downtown ORecreational,Leisure and Cultural Opportunities for all Citizens O Financially Stable City Government OAcquisition of Real Property O Diverse Management Staff PROPOSED PROJECT-ACCOMPLISHMENTS Please briefly describe proposed accomplishment(s)if funding is awarded: (Accomplishments must be described in terms of households.served, people served, businesses created, housing units created,jobs created or public facilities undertaken. Example: This program will serve 485 LMi individuals, this program will create 25 jobs,etc.) This project benefits agency clients which consist of 60 Group Home/Residential children ages 6 to 18,167 staff members(152 fall into the 80% Median Family Annual Income). We also see an average of 400 visitors annually which consist of parents, school district professionals and community groups who utilize our school gym and are located in a low to moderate income neighborhood. Please answer the following questions: A. What is the total estimated number of persons to be served by this project? 627 B. What is the total estimated number of LMI persons to be served by this project? 321 C. What is the anticipated percentage of LMI persons to be served by this project? 52 City of Elgin CDBG Application FY 2013-2014 Application Page 21 of 32 4 .ACTIVM.-`DESLRIPTION: .. Please answer the following questions in the spce provided. A. Provide a detailed description of the proposed activity including ow the activity will address the community need you have indicated. Identify whether the activity is new,ongoing,or expanded from previous years. We were provided grant funding in 2010 to replace obsolete Pneumatic Controls, values, gauges and new compressor. As with all components of a 13 year old system, updating is imperative to lengthen the lifespan and avoid a very costly replacement.The gate,steam and three-way mixing valves are unable to measure the proper water flow through the coils and the coils can no longer be acid washed and are 90% clogged. The water that flows through the system is unable to flow properly to the other components in order for regulated temperature to occur.There are failed or corroded water regulators, seals and dialectic fittings that need replacement since leaking from values and nipples are occurring.The completion of this chiller system maintenance will address the communities needs by providing the upkeep,vitality and safety of the facility they utilize as a learning,working and community environment. B. Identify who will benefit from the proposed activity(e.g.,homeless,youth,seniors,disabled,et cetera). If designed to benefit persons of L/M income, describe the process you will use to identify these persons and ensure that the activity meets this objective. (An LMi certification form is included in the RFP Packet). This facility provides a learning environment for approximately 100 students annually from 20 different school districts by which 90% are from low to moderate income family households, this facility also is a work environment for 34 school staff members and 133 agency employees who use the facility for after school hour activities (152 fall within the low to moderate annual income bracket). We also see an average of 400 visitors who consist of educational professionals, parents and community organization who utilize our gymnasium. C. Identify the accomplishments you intend to achieve with this activity. Provide an activity time-frame/scheduie(include start,completion dates,and other significant stages). Please note that the fiscal year does not start until June1,2013. The scope of what repairs are needed exceeds this grant proposal but the intended accomplishments for this project is to get the current systems immediate issues addressed and to provide a safe working and community environment. The start of the project will take place once funding is available. The time required for the project is one week to ten days. City of Elgin COBG Application FY 2013-2014 Application Page 22 of 32 .5..ORGANIZATIONAL CAPACITY: Please answer the following questions in the spce provided, A. Provide an overview of your organization including length of time in existence. Attach a list of current officers and board-members with terms. The Larkin Center was established in 1896.The original charter stated that the purpose was "to care for and to provide the wants of destitute,abused or neglected children under 14 years of age as a charity without pecuniary profit".The agency's first permanent building,constructed in 1912 in Elgin,housed 35 children and served as a home to thousands of youth through the mid-60's.Around this time,Larkin changed its treatment model and moved clients into homes throughout the Elgin area.The Larkin Center's mission 'Teaching Skills — Changing Lives" nurtures and challenges individuals with special behavioral and emotional needs, so they may participate positively in family and society.The Larkin Center now is an accredited residential treatment center for approximately 105 state wards requiring intensive mental health services.The center also features an adult transitional facility with 41 clients,outpatient family counseling in Spanish and English with 357 participants and a state-of-the art special education school for 99 students'grades 1-12.The center's primary.service area is the Fox Valley, but services 20 surrounding school districts and attracts.clients from across northern Illinois and southern Wisconsin. B. Describe your organization's experience in successfully conducting this type of activity. Identify any skills, current services,or special accomplishments that demonstrate your capacity for success. We worked in tandem with CDBG,Allen Pepa Architects and Shales McNutt Construction when we were awarded $94,750 in 07-08 to accomplish many necessary renovations. New flat roofs were installed along with-the replacement of shed dormers, fascia, roof and soffits. The buildings exterior was painted along with the replacement of missing or rotted storm windows.A HVAC.system was installed on the third floor. This project was facilitated internally by our Maintenance Director, Grant Facilitator,Purchasing Director and Executive Director.Construction on this project was started in 08/06/08 and completed on 9/24/08. We have also worked conjunctively with Community Contacts Inc., Weatherization Program on several group home projects with the installations of windows,furnaces, insulation,new boilers,weather stripping,doors,air conditioning systems and hot water heaters.To date,four of the eight group homes have benefitted from this program.This past fiscal year we were awarded grant funding from.EFS Foundation which allowed a collaboration with Community Contacts and Mr.Sarosh Saher from the City of Elgin for the installation of several new windows in our College Group Home which is located in the Historic District, C. Identify the person(s) responsible for program and financial management of the activity. Identify all other persons involved in this activity noting whether these positions are current or new,pending this award. The Grant Facilitator, Maintenance Director, Executive Director and Chief Financial Officer will be managing all facets of this project.These positions are current and have been in place for many years.The years of experience these individuals bring to the project insures its success. City of Elgin CDBG Application FY 2013-2014 Application Page 23 of 32 D. Identify any other agencies/partners in this activity and define the roles and responsibilities of these partners. The partners involved will be the awarded contractors(who meet the Davis Bacon Wage Rate and Labor Standards)through the open bid process and internal staff responsible for the facilitation and completion of the project.Their roles and responsibilities will be to complete all necessary elements of the project to a high level of execution within CDBG funding cycle. E. Demonstrate that the proposed activity is economically feasible and can be implemented in a timely cost effective manner within the proposed program year. We are reliant on the possible funding we would be receiving for CDBG.We continue to secure other funding opportunities on a monthly basis and most likely be able to secure the necessary future funding needed. Upon receiving the funding the feasibility of the project being within budget and completed in a timely manner would be guaranteed.All parties involved with this project are experienced and have facilitated projects of this nature on numerous occasions. F. Oftentimes projects that receive an award of CDBG funding are actually awarded less than the amount originally requested. This requires the submission of a revised budget and a description of how it will carry out the proposed activity with reduced funding prior to the commitment of any funding. Please indicate here whether your proposed activity could be undertaken with a reduced commitment of funding and if so, please highlight how that would affect the scope of services you are proposing. We would work within what ever funding parameters we need to in order to get either project completed based on the priority of the need.We have long lasting relationships with many contracted vendors who are willing to work with us knowing our limited available funds.If limited funding was provided this would not affect the scope of services we provide. City of Elgin CDBG Application FY 20i 3-2014 Application Page 24 of 32 6.'FINANCIAL The City encourages CDBG funds to be utilized as gap funding. A gap is defined as the amount of funding necessary to run a program after all other funding sources have been identified, thus leveraging is very important in the application {process. ACTIVITY BUDGET Please answer the following questions in the space provided. You may reference and attach an additional page if necessary. A. Complete the Budget Summary chart. More detailed budgets may be scanned and attached (and are strongly recommended)in support of the proposal. B. Identify sources of leveraged funding for this activity. Include the status of these funds (i.e.cash on hand, grants received, planned fund-raising,etc.). Scan and attach copies of funding commitment letters or other evidence of funding support. C. Leverage-Consideration will be given to the amount of non-CDBG funds committed to the project. IBUDGETSUMMARY ,9-, s..Y .u� �?h ,ig y� 2��Cn E�-s� '4Ty; -ex, ,;,,, ,�t ::v.�, .� r �� ,'�"° 'i• `y.-'�'''v �;..r"j`�.n.zn.t,`.:<>. °k i CDBG _ k Source ofLevera ed r r:CategorylBreakdown4aLeverage�Funds s 9 Total FundSk ?�' ,ts,s'..,.,r"x"4-'hi" ' �t f ,,,w. fiFlUndSr k 4 � �. .� �'?`: e 61 ;'L .fisz.k., cal.» x. '., Y�` ^n. a `*, ? ".:. .*.-. -=.0 P s9 Personnel" Contractual Services - (Specify $56430:00 $56430.00 Rent and Utilities Communications Travel Other(Specify) TOTALS: $56430.00 NOTE Please.c6mplet6'Budget DetaifChart on�page 26 if personnel'costs are rncluded inyour proposal - Grand TOtBI $56430.00 Ciry of Elgin CDBG Application FY 2013-2014 Application Page 25 of 32 (BUDGET DETAIL Doe-15; not app to . This section provides back-up for each line item shown in the Budget Summary Chart. Please make certain this detailed breakdown is consistent with the Program Budget. Round up to the nearest hundred. Please Note: A job description for each person much be provided. A Note about the Staff/Salary Breakdown: Please show all proposed staff positions funded with CDBG funds that relate to the proposed activity. If multiple staff members have the same position/title,list separately(For example: Counselor, 1,Counselor 2). Use the additional space at the end of this document if necessary. You must submit job descriptions with your application for each position title identified below. Sq tE%ofTim�SoentNO -TotalPositian � "— =GIs this a current ors = tAnn`ual Fnnge* Total Annual c; PosrtionTitle -� Annual5alary Benefits" -Sala nthisCDeG� Cost*.Mcg sted .proposed posiUOn _ _ ry , its Project/Rrog from GDBG = X = X X = X = X - IX = A. Oftentimes projects that receive an award of CDBG funding are actually awarded less than the amount originally requested. This requires the submission of a revised budget and a description of how it will carry out the proposed activity with reduced funding prior to the commitment of any funding. Please indicate here whether your proposed activity could be undertaken with a reduced commitment of funding and if so, please highlight how that would affect the scope of services you are proposing. City of Elgin CDBG Application FY 2013-2014 Application Page 26 of 32 s A THRESHOLD CERTIFICATION In order for your application to be accepted,in addition to the application itself,your organization must submit the following items to the City of Elgin Community Development Department no later.than.5:00 PM on FRIDAY,DECEMBER 14,2012 OAn original application with all questions .completed (single sided, not bound) of the completed application. (Only the original must include the requested support documents such as the articles of incorporation and the current list of your Board of Directors.) OThe following attachments/certifications: (if you have not submitted an application in the last two years OR if the information has changed) OArticles of Incorporation OArticles of Incorporation OCurrent List of Board of Directors OCertified Organization Audit/Financial Statements of most recent year A. Copy of OMB A-133 Audit(Required if$300,000 in aggregate Federal funds expended),or B. Financial statements audited by a CPA (only if not qualified for A-133,)or C. Profit and Loss Statement for most recently completed fiscal year and General Ledger printout(only first time applicants or those who do not meet above criteria may submit) OIRS 201(c)(3)Designation Letter(Pending letters will not be accepted) OCurrent Fiscal Year Agency Budget,including all funding sources OJob Descriptions per budget detail. OAn Executed Statement of Applicant Form. OAn Executed Signature Authorization Form. OConflict of Interest Disclosure Form. I hereby confirm that this packet contains all materials required. City of Elgin CDBG Application FY 2013-2014 Application Page 27 of 32 i B 5TA1 EMENT OF APPLICANT --� ... The undersigned acknowledges the following: 1. That,to the best of its knowledge and belief,all factual information provided is true and correct and all estimates are reasonable. 2. That no revised proposals/applications may be made in connection with this application once the deadline for applications has passed. 3. That the City of Elgin may request or require changes in the information submitted,and may substitute its own figures,which it deems reasonable for any or all figures provided. That the applicant will participate in required interview for project assessment and cooperatively assist in the review process. 4. That, if the project(s) is recommended and approved by the Mayor and City Council,the City reserves the right to reduce and/or cancel the allocation if federal entitlements are cancelled,reduced,or rescinded. 5. The City of Elgin reserves the right not to fund any submittals received. 6. By submission of this application,the organization agrees to abide by the federal regulations applicable to this program. 7. That,if the project(s)is funded,the organization agrees to abide by the City's locally established policies and guidelines 8. That past program and financial performance will be considered in reviewing this application. 9. That services are to be provided at no cost to citizens during the grant period. All program income (i.e.: fees, repayments, foreclosures,etc.)must be remitted to the City. 10. That, if the project(s)is funded,the City or a designated agency may conduct an accounting system inspection to review internal controls,including procurement and uniform administrative procedures,prior to issuance of payments for projected expenditures. 11. That,if project(s)is funded,the City will perform an environmental review prior to the obligation of funds. 12. That, if a project is funded, a written agreement that includes a statement of.work, records retention and reporting, program income procedures, local and federal requirements, circumstances that would trigger grant suspensions and terminations, and reversions of assets would be required between the organization and the City. 13. That a project's funding does not guarantee its continuation in subsequent action plans. 14. Provide written signatory authority from the organization's governing body indicating who can execute contracts and amendments on its behalf. 15. Agrees to abide by the City of Elgin's Conflict of interest policy. Items of concern would include staff members serving on the Board of Directors,staff members'families serving on the Board of Directors,and other matters that may give the appearance of a conflict of interest. .PENALTY FORFALSE'OR FRAUDULENT STATEMENT U.S. Code Tltle.18,:Section 1001, provides that a fine of up to$10,000 or imprisonment for a :period not to exceed five.years, or-both,shall be the penaltyfor.wilIfu1:misrepresentation and the making of false,fictitious statements,knowing same to be false. City of Elgin CDBG Application F1'2013-2014 Application Page 28 of 32 By signature below,-the applicant acknowledges the above in its name on this 12th day of, December 2012. The Larkin Center Name of Organization By: (Signature Dennis Graf,Executive Director (Title) City of Elgin CDBG Application FY 2013-2014 Application Page 29 of 32 E SIGNATURE AUTHORIZATION-FORM _. The Board of Directors of The Larkin Center does hereby resolve that on December 12,2012 the Board reviewed the Application for Community Development Block Grant Funds to be submitted to the City of Elgin Community Development Department for funding consideration for the fiscal year 2013-2014 and in a proper motion and vote approved this application for submission. The Board further certifies that the organization making this application has complied with all applicable laws and regulations pertaining to the application and is a non-profit organization,tax-exempt and incorporated in the State of Illinois. The Larkin Center (Name of organization requesting CDBG funds) hereby proposes to provide the services or project identified in the Scope of Services in accordance with this application for Community Development Block Grant Funds. If this application is approved and this organization receives CDBG funding from the City of Elgin,this organization agrees to adhere to all relevant Federal, State and local regulations and other assurances as required by the City. Furthermore, as the duly authorized representative of the organization,I certify that the organization is fully capable of fulfilling its obligation under this application as stated herein. I further certify that this application and the information contained'herein are true,correct and complete. I also authorize the following person(s)to have signatory authority regarding this grant: Dennis Graf Executive Director Name Title Tom Walter Chief Financial Officer 4 Name Title President/Board of Directors(or other authorized person) December 12,2012 Date PENALTY FOR FALSE OR FRAUDULENT STATEMENT U.S.Code Title 18,Section 1001, provides that a fine of up to$10,000 or imprisonment for a period not to exceed five years,or both,shall be the penalty for willful misrepresentation and the making of false,fictitious statements, knowing same to be false. City of Elgin CDBG Application FY 2013-2014 Application Page 30 of 32 CONFLICT OF INTEREST The standards in OMB Circular A-110,Subpart C, provide that no employee,officer,or agent shall participate in the selection,award,or administration of a contract supported.by Federal funds if a real or apparent conflict of interest would be involved.Such a conflict would arise when an employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein,has a financial or other interest in the firm selected for an award. The CDBG regulations at 24 CFR.570.611 and HOME regulations at 24 CFR 42.356 provide that no person who is an employee, agent, consultant,officer,or elected official or appointed official of the recipient or subrecipient that are receiving CDBG or HOME funds and(1) who exercises or has exercised any functions or responsibilities with respect to activities assisted with.CDBG funds; or (2) who is in a position to participate in a decision-making process or gain inside information with regard to these activities, may obtain a financial interest from a CDBG-assisted or HOME-assisted activity, or have any interest in any contract, subcontract, or agreement with respect thereto,or the proceeds there under,either for themselves or those with whom they have family or business ties,during their tenure or for one(1)year thereafter. A disclosure of the nature of any perceived or actual conflict must be made prior to the execution of agreements utilizing CDBG or HOME. IF NO CONFLICT EXISTS,COMPLETE THE FOLLOWING: OI certify that no conflict of interest exists between the City of Elgin and(name of organization) The Larkin Center O1 certify that no conflict of interest exists between the subcontractors of the(name of organization) IF A POTENTIAL CONFLICT EXISTS,COMPLETE THE FOLLOWING: 0 1 certify that a potential conflict of interest may exists between the City of Elgin and(name of organization) O1 certify that a potential conflict of interest may exist between (name of subcontractor) and(name of organization. Describe the nature of the conflict of interest below. Identify the individual,employment and the conflict or potential conflict,and their affiliation with your organization. Signature of Kuthorized Ag ncy ffici I ad Date City of Elgin CDBG Application FY 2013-2014 Application Page 31 of 32 t �-;T®p®saf License#: CHICAGO DISTRICT To: Claudia VanDelinder Date: December 7,2012 Operations Site Name: Larkin Center The Larkin Center 1212 Larkin Avenue Description: Repair work at Larkin Center-2 Elgin, IL 60123 cooling coils replaced, four(4)boots Phone: 847-695-5656 for the air handlers,boiler Email: cvandelinder@larkincenter.org combustion test,pipingfinsuiation Model: McQuay air handler Proposal#: SR-LWG121012 McQuay Factory Service respectfully submits the following solution for your review and approval: We will provide labor and materials to perform the following: > McQuay factory trained Technician will provide for the combustion analysis on the boiler system > McQuay will isolate the S-3 and S-4 air handlers and remove old cooling coils(two total)and boots(four total). > McQuay will provide for the replacement and installation of the two(2)cooling coils and the associated boots > McQuay will replace the failed water regulators/dielectric fittings as described. > McQuay will provide and install the three(3)three way mixing valves and the six(6)gate valves. > McQuay will replace the failed steam valves three(3)of them as described. > McQuay will leak test all piping work > McQuay will insulate the new piping. > Review resulfs with Steve Werrbach > Clean up work area. Feel free to contact me if you have any questions or concerns regarding the information contained in this proposal.If you would like us to proceed with the solution presented above,sign the acceptance line below(including PO#if applicable) and return a copy by fax or mail so that we can begin to mobilize our efforts to complete the project as quickly as possible. We appreciate the opportunity to provide you with this solution and look forward to working with you on this and other projects in the future. Sincerely, �ea4 '7 McQuay Factory Service Larry Gruette Account Manager Ph: 630-616-8600 ext.103 Cell:630-433-7454 Fax:630-616-1737 Email: larry.gruette@mcquay.com Chicago Service 175 Hansen Court,Ste.103 Wood Dale,IL 60191 Phone(630)616-8600 Fax(630)616-1737 MCQU Factory Service rposal CHICAGO DISTRICT Exceptions/Exclusions: 1. All work to be performed during"Normal Working Hours". 2. -Any and all repairs recommendedirequired to.be quoted separately. 3. Asbestos abatement or pipe insulation is not included. 4. No control/controller work is included in this proposal. 5. Ali discounts and.coupons have been applied to this proposal This proposal expires on: March 7,2013 Investment Amount and Billing Terms: Total Investment Required to Implement the Proposed Solution $56,430.00 Fifty Six Thousand Four Hundred Thirty Dollars and No Cents Billing/Payment Terms": 50%billed upon acceptance,balance billed upon completion 'All billings are due Immediately upon receipt Pricing end acceptance are based upon the Terns and Conditions which are attached. This proposal is being submitted by McQuay International(hereinafter also referred to as"McQuay Factory Service'.) Accepted BV: Submitted BV: The Larkin Center McQuay Factory Service Claudia VanDelinder Larry Gruette (Full Legal Name of Customer) (Full Legal Name of MrQuay Factory Service Representative) (signature) (Signature) Account Manager (Title) mom) Date: Date: December 7,2012 Customer PO#: Proposal# SR-LWG121012 Chicago Service 175 Hansen Court,Ste.103 Wood Dale,IL 60191 Phone(63D)616-8600 Fax(630)616-1737 Factory Service McQuay Factory Service TERMS & CONDITIONS 1. This Standard Service Proposal or Maintenance Agreement(hereinafter sometimes referenced as"Agreement), upon acceptance by the Customer.Is made solely on the terms and conditions hereof,notwithstanding any additional or conflicting conditions that may be contained In any purchase order or other form of Customer,all of which additional or conflicting terms and conditions are hereby rejected by McQuay Factory Service. Further,you acknowtedge and agree that any purchase order issued by you in accordance with this Agreement will only establish payment authority for your internal accounting purposes. Any such purchase order will not be considered by us to be a counteroffer,amendment,modification,or other revision to the terms of this agreement. No waiver,alteration or modification of the terms and conditions herein shall be valid unless made in writing and'signed by an authorized representative of McQuay Factory Service. 2. This Maintenance Agreement or Standard Service Proposal Is subject to acceptance by the Customer within 30 days from date show on the quote,unless specified otherwise. Prices quoted are for services, labor,and material as specified in this Proposal. If acceptance of this Maintenance Agreement or Standard Service Proposal is delayed or modified,prices are subject to adjustment. 3. Terms of payment are subject of all tunes to prior approval of McQuay Factory Service's credit department. Terms of payment are net upon receipt of Invoice unless previously otherwise agreed in writing. Should payment become more than 30 days delinquent,McQuay Factory Service may stop all work under this Agreement or terminate this Agreement with five(5)days written notice to Customer. McQuay Factory Service reserves the right to add to any account outstanding more than 30 days Interest at 1 h%per month or the highest rate allowed by law. In the event of default in payment,Customer agrees to pay ail costs of collection incurred by McQuay Factory Service including,but not limited to,collection agency fees,attorney fees and court costs. Additional services may be performed upon request at a price to be determined,subject to these Terms and Conditions. 4. In the event that McQuay Factory Service determines,during the first thirty(30)days of any Maintenance Agreement or upon-seasonal start-up (discovery period)that any equipment covered under this Agreement In need of repair and/or replacement, McQuay Factory Service shall inform Customer of the equipment condition and remedy. McQuay Factory Service shall not be responsible for the present or future repair and/or replacement or operability of any specific equipment;until such time as the equipment Is brought up to an acceptable condition or the Customer removes the unacoeptable system(s),component(s),or part(s)from this contract. 5. Any Maintenance Agreement price is subject to adjustment once each calendar year, effective on the anniversary date,for changes in labor, subcontractor and material costs. The customer shall receive forty-five(45) days prior written notice of-such adjustment unless specifically excluded otherwise in writing. 6. A Maintenance Agreement may be terminated:p)by either party upon the anniversary date hereof;provided however,that written notice of such termination must be.given to the non-terminating party at least thirty(30)days prior to the anniversary date:(I)by McQuay Factory Service upon five(5)days prior written notice to Customer,in the event that any sums or monies due or payable pursuant to this Agreement are not paid when due or In the event that additions, alterations, repairs or adjustments are made to the system or equipment without McQuay Factory Service's prior approval;(ni)by either party,in the event that the other party commits any other material breach of this Aareement and such breach remains uncured for ten (10) business days, after written notice thereof. if a Maintenance Agreement Is terminated for any reason,other than a material breach by McQuay Factory Service,Customer shall pay,in addition to all sums currently due and owing,the entire remaining balance due for the term of the Maintenance Agreement,or an amount equal to time and materials expended for the year,whichever Is less. Notices required hereunder shall be sent via Certified U.S.Mail,Return Receipt Requested and provided that such notice Is postmarked by the required date,such notice shall be deemed properly given. 7. Uniess Customer provides appropriate documentation of tax exemption,Customer shall pay McQuay Factory Service,in addition to the contract price,the amount of all excise,sales,use,privilege,occupation or other similar taxes imposed by the United States Government or any other National, State or Local Government, which McOuay Factory Service Is required to pay in connection with the services or materials furnished hereunder. Customer shall promptly pay invoices within 30 days of receipt. Should payment became more than 30 days delinquent,McQuay Factory Service may stop all work under this Agreement or terminate this Agreement as set forth in paragraph 8 herein above. B. Any and all costs;fees and expenses arising from or incurred in anticipation of any federal,state,county,local or administrative statute,law, rule:regulation or ordinance(collectively'Governmental Regulations'directly or Indirectly requiring that refrigerant other than the type of refrigerant currently being utilized in connection with the equipment subject to this Agreement be used,shall be borne solely by Customer. In this regard,McQuay Factory Service shall not be required to bear any expense In connection with the modification,removal,replacement or disposal of any refrigerant In response to-any Governmental Regulation designed to reduce or eliminate the alleged environmental hazards associated with the refrigeranL 9. The contract price stated herein is predicated on the fact that ail work will be done during regular working hours of regular working days unless otherwise specified. If for any reason Customer requests that work be performed other than during regular working hours or outside the scope of services specified hereunder, Customer agrees to pay McQuay Factory Service any additional charges arising from such additional services,including but not limited to premium pay,special freight or other fees or costs associated therewith. 10. Customer shall be responsible for all costs, expenses, damages, fines, penalties, claims and liabilities associated with or incurred in connection with any hazardous materials or substances,Including but not limited to asbestos,upon,beneath,about or inside Customer's equipment or property. Fociory 5emee Title to,ownership of,and legal responsibility and liability for any and all such hazardous materials or substances,shall at all times remain with Customer. Customer shall be responsible for the removal,handling and disposal of all hazardous materials and substances in accordance with all applicable Governmental Regulations. Customer'shall defend,indemnify,reimburse and hold harmless McQuay Factory Service and its officers,directors..agents.and employees from and against any and all claims,damages,costs,expenses,liabilities,actlons,:suits,fines.and penalties(including without limitation,attorneys'fees and expenses)suffered or Incurred by any such indemnified parties,based upon,arising out of or In any way relating to exposure to,handling of,or fees and expenses)suffered or Incurred by any such Indemnified parties,based upon, arising out of or in any way relating to exposure_to,handling of,or disposal of any hazardous materials or substances,Including but not limited to asbestos,In connection with the services performed hereunder. McQuay Factory Service shall have the right.to suspend its work at no penalty. to McQuay Factory Service until such products or materials and the resultant hazards are removed. The time for completion of the work shall be extended to the extent caused by the suspension and the contract price equitably adjusted. McQuay Factory Service reserves the right to engage others in a subcontractor status to perform the work hereunder. 11. Customer agrees to provide McQuay Factory Service personnel with the usual required utilities(water.-electricity, compressed air, eta) and special tools and equipment normally used for such services unless restricted specifically In the quote. Customer agrees to ensure that sufficlent service access space is provided. McQuay Factory Service shall not be held liable for failure or damage to any equipment caused by power Interruptions,single phasing,phase reversal,low voltage,or other deficiencies beyond the control of McQuay Factory Service. 12- This agreement does not include responsibility for design of the system(unless specifically included),obsolescence,electrical power failures,low voltage,burned-out main or branch fuses,low.water_pressure,vandalism,misuse or abuse of the system(s)by others(Including the Customer), negligence of:the system by others(Including the Customer),failure of the Customer to properly operate the system(s),or other causes beyond the control of McQuay Factory.Service. 13. In the event that McQuay Factory Service Is required to make any repairs and/or replacements,or emergency calls occasioned by the improper operation of the equipment covered hereby, or any cause beyond McQuay Factory Service's control, Customer shall pay McQuay Factory Service for'the:charges incurred in making such repairs and/or replacements or emergency calls In accordance with the current established McQuay Factory Service rates for performing such services. 14.-McQuay Factory Service shall not in any event be liable for failure to perform or for delay in performance due to fire,flood,strike or other labor difficulty, act of God, act of any Governmental Authority or of Customer, riot,:war,.embargo, fuel or energy shortage, wrecks or delay In transportation,inability to obtain necessary labor,materials,or equipment from usual sources,or due to any cause beyond its reasonable control. In the event of.delay in performance due to.any such cause,the date of delivery or.time of.completion will be extended by a period of time reasonably necessary to overcome the effect of such delay. If the materials or equipment included in this Proposal become temporarily or permanently unavailable for reasons beyond the control of McQuay Factory Service,McQuay Factory Service shall be excused from furnishing said materials or equipmenl-and.be-reimbursed for the difference between-cost of materials or equipment unavailable and the cost of an available reasonable substitute. 15. MCQUAY FACTORY SERVICE.SHALL NOT IN ANY.EVENT BY LIABLE TO-THE CUSTOMER OR TO THIRD PARTIES FOR ANY INCIDENTAL,CONSEQUENTIAL,INDIRECT OR SPECIAL DAMAGES,INCLUDING BUT NOT LIMITED TO,LOSS OF PRODUCTION,LOSS OF USE OR LOSS OF PROFITS OR REVENUE ARISING FROM ANY CAUSE WHATSOEVER INCLUDING,BUT NOT LIMITED TO ANY DELAY,ACT,ERROR OR OMISSION OF MCQUAY FACTORY SERVICE. IN NO EVENT WILL MCQUAY FACTORY SERVICE'S LIABILITY FOR DIRECT OR COMPENSATORY DAMAGES .EXCEED THE PAYMENT 'RECEIVED BY MCQUAY FACTORY.SERVICE FROM CUSTOMER UNDER THE INSTANT AGREEMENT. 16. McQuay Factory Service extends the manufacturer's warranties on all parts and materials and warrants labor to meet industry standards for a period of thirty(30)days from the date performed,unless a longer duration Is expressly stated elsewhere In this Agreement. McQuay Factory Service expressly limits Its warranty on Customer's Equipment to cover only that portion of Equipment which had specific service work done by McQuay Factory Service. These warranties do not extend to any Equipment or service which has been repaired by others,abused,,altered,or misused,or which has not been properly maintained. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,IES,EXPRESSED OR IMPLIED,-INCLUDING, BUT NOT LIMITED TO,THOSE OF MERCHANTABILITY AND FITNESS FOR SPECIFIC PURPOSE,WHICH ARE HEREBY SPECIFICALLY DISCLAIMED. 17. Each of us agrees that we are responsible for any Injury,loss,or damage caused by any negligence or defi'berate.misconduct of our employees or employees of our subcontractors. If any of our employees or those of oursubcontractors,cause any injury,loss or damage in connection with performing their duties under this agreement,the responsible party will pay for all costs,damages, and expenses,which arise. Each of us agrees to defend and hold harmless the other party,its officers, directors and employees,from and against all claims,damages,losses and expenses,including but not limited to attorney's fees and court costs,arising out of or resulting from the performance of work hereunder,to the extent that such claim,damage,loss,or expense is caused by an active or passive act or omission of the indemnifying party or anyone directly or indirectly employed.by that party,or anyone for whose acts that party may be liable. 18. This Agreement shall be binding upon and inure to the benefit of each party's respective successors,assigns and affiliates. This Agreement is governed by and construed in accordance with the laws of the State of Minnesota. 'Revised 10!28/10 mcauav- Factory Service 12/07/2012 11:03 8478889678 LARKIN CENTER SCHOOL PAGE 02/04 2012-12.07-09:05 tessendorf mech 8474266234 » 8478889678 P 2/3 D am MOrivW T E S S E N"RED"Ug"'R F 1'? vuo�t ON45b c�r.�rat 4$cENTF!A DRIVE Gt48EM ILLINOIS 0196 .m. (047)48-7W4 .Mechanical ServiceS, Inc. (W)422,&MY FAx:(eayj426.623-0 December 7,2012 Steve Werrbach Larkin Center f 1212 Larkin Ave Elgin,IL 60123 RE; School Repairs @ 515 Sportsway Drive Dear Steve, Tessendorf Mechanical Is pleased to provide the following proposal For repairs Loft Area Replace 2 Cooling Coils 83&S4 $29,950 each Replace 4 Gate valves S3&S4, Replace two 3 way mixing valves$9,200.00 Replace one'/"steam valve in game room $500.00 Replace one 2"gate valve S $650.00 Replace one 1.1140 steam valve S4$730.00 Replace rubber between 4 air handlers and 4 duem S1,S2,S3,S4 $2350.00 each unit Replace ventilator motors in three entrance areas$480.00 each 11/07/2012 11:03 8478889678 LARKIN CENTER .SCHOOL PAGE 03/04 :2012,12-07 09:06 -tessendorf -mach .8474266234 ->> 8478884678 P 3/3 =Replace'1 diverting valve Z.1 3 way cool.$9200.00 'Replace two gate valves S1 S2:$850.00 each Replace seals in two pumps$1200.00 'Replace four nipples and two shut offs and clean strainer assembly.$375.00 Replace four-damper controls,four.a/o controls and replace-and Install control to run system in auto mode°$14,500.00 Thank you far the.opportunity to quote on.this work-and we look forward to being of service to you.Please feel ft+ee to call with any questions. Respectfully, Steve Schuldt President steve )a jmand rfinechanical.c= iFrom:Westside Mechanical 630 369 6961 12/06/2012 17:16 4117 P.001/003 r i i .� WESTSIDE MECHANICAL, LLC HVAC SYSTEMS&SERVICE r_ ,, www.wsmech.com 2007 Corporate Lane Naperville, Illinois 60563-9647 0 (630) 369-6690 FAX(630) 369-6691 F December 7th,.2012 Steve Werbach I Larlan Center 515 Sportsway Dr. Elgin,IL 60123 I _. Re:HVAC Work Dear Steve, We propose the following: Quote#1: o Furnish and install (4)new 68"x 20"canvas connection Totalcost for the above as listed............................................................$5,545.00 Quote#2: • Furnish and install(3)new 2 %z"- 3 way.mixing valves for chilled water with pneumatic actuator and positive positioner. o Furnish and install(6)new 3"gate valves (two for each new control valve) Total cost for the above as listed............................................................$ 18,655.00 Quote#3: Furnish and install(2)'/d"pneumatic steam valves with positive positioner. Total cost for the above as listed............................................................$2,685.00 Quote#4-AHU-4: 6 Furnish and install(1)new 68"x 36"chilled water coil 6 Furnish and install(1) new 68"x 36"duct canvas connection - Furnish and install(1)new 2 ''/z"- 3 way mixing valve with a pneumatic actuator and positive positioner. PAGE 1 OF 3 VALUE ®QUALITY o COMMITMENT WESTSIDE MECHANICAL, LLC. From:Hlestside Mechanical 630 369 6961 12/06/2012 17:19 #117 P.002I003 r- o Furnish and.install(2)new 3"gate valves • Furnish and install new 3"chilled water piping from the new coil to the new control valve. • Furnish and-install new insulation for the new chilled water piping only. • Furnish and install new 1 '/z"—.2:way pneumatic steam valve and miscellaneous piping. • Replace existing %"valve with new V.pneumatic steam valve. Total cost for.the above as l isted............................................................$42,300.00 Quote#.5 AHU-3: • Furnish and.install(l)new 68"x 36" chilled water coil • Furnish and install(1)new 68"x 36"duct canvas connection • Furnish and install(1)new 2 '/2"-3 way mixing valve with.a pneumatic actuator and positive positioner. Furnish and install(2)new 3" gate valves Furnish and install new 3"chilled water piping from the new coil to the new control valve- Furnish and install new insulation for the new chilled water piping only. Total cost for the above as listed............................................................$399965.00 Quote#6: • Furnish and install_(2)new'/4"hydronic water reg�ulat ng valves s Furnish and install(2)new 3/4'*.di-electric unions. Total cost for the above as listed............................:.......:.......................S 2,085.00 Quote#7: -Furnish and install(2)new pump seals. Total cost for the.above.as l isted............................................................$2,755.00 Quote#8: • Furnish and install(1)new 2 3/"-3 way mixing valve for chilled water with pneumatic actuator and positive positioner. • Furnish and install (2)new 3" gate valves Total cost for the above as listed............................................................$71,665.00 PAGE 2OF3 VALUE •QUALITY•COMMITMENT WESTSIDE MECHANICAL, LLC. FromAestside Mechanical 630 369 6961 12/06/2012 17;19 #117. P.003/003 Quote#9: • We will have a service technician go through the pneumatic controls since there is no pneumatic control drawing.We will then be able to provide a quote for updating/modifying the pneumatic controls. Totalcost for the above as listed........................:.......•...........................$ 1,455.00 Quote#10: • We will have a service technician perform a combustion analysis and adjust the existing Power Flame burner. Total cost for the above as listed....................... . .................................$ 1,387.00 Please note we have not included any asbestos abatement/removal. If you would like us to proceed with this work, please sign below"and return to my attention at your earliest convenience. This.work would be performed during normal service hours Monday through Friday 7:00 a.m. to 3:30 p.m. If you prefer, you may call our office Monday through Friday at (630) 369-6690 or return a signed copy via facsimile to (630)-369-6691. Please also mail a hard copy for our records. Once we have received your authorization, we will order the equipment. Regards, ACCEPTED FOR: Westside Mechanical,LLC Larkin Center John McCarthy ��'ML C A John McCarthy,P.E., LEED AP BY Vice President TITLE DATE PURCHASE ORDER NUMBER PAGE 3 OF 3 VALUE o QUALITY*COMMITMENT WESTSIDE MECHANICAL, LLC. MissionNision Statement The Larkin Center's mission-".Teaching Skills— Changing Lives"nurtures and challenges individuals with special behavioral and emotional needs so they may participate positively in family and society. The Larkin Center has grown to accomplish its mission by creating an environment which is structured,protective, and therapeutic and by providing services which enhance.an individual's intellectual, emotional, vocational, physical, and spiritual capabilities. BIT- WILLIAK ff. ff InIcTiSE-N, ,Sacvetavy of State. To all to W12orQ these -Tre3Er�ts Taff (�on)e--�r��tir��: WIIEREAS,a 02M P'IOATE,dtaly signed antL acicnoiwledged 7eaving been filed.in the office of the Secretary of State;on, thc-_,.a` L.-_—day of._ D. '1.89_ ;for the o�gancsataon.of..-t row_.._—_Y ___..�_._,---_ _..____ _�__._-•---- ---•--.--__.�..___..� under and in accordance with the provisions of "AY ACT CONCERNING CORP OBATIONS," approved April 18,1,572. and in forceJzaly 1,1872,a copy of:which certificate is hereto attached, Now, Therefore, I, WILLIAM H. HINRICHSEIN,Secretary of Statc of the State of Illinois, by virtue of the potters and duties vested in 7ne,by law,do hereby certify that the is a legally organized Corporation under the laws of this State. In Testimony Whereof, I hereto set Tny hand, and cause to be affia;ed the Great Seal of State. ��//� Done at the city o` ringfieLd, this__.._.__._ !`!`_•_�___- tlay af_.__.......... _._._—_.__._.._.—___in the year of our C?� 1 Lord one thousand eifh.t hundred and ninety-_._.__� and of the Independence, of the United States Gw one hun- dred and..........C?` � .__._ fo4W Secretary of State. .Stertc� of Illi���aozs co ty. To , Scar etir. of St d lie, tine-r tdc7 � � C.FiiZ tofQr'7'o V niied:Statnr;:propoint0'far»a�t Corporation under ari sat of the Ganar•aG.•?sacntLlUof iJcc Stair,o.<. Illi�+.ois;eritifJctl ":4rt "Jot.L611rcrning L'orporatiana;° ajiJ?roucd Ipr•il 18, 1872,and. all acts amendatory thereof;and for the nrtrpases of srac organrzatcon rve. LT/state as fallo+as Co racE. � z 1. Tl+c rutn+r o,arcclacorpniriEiori is.___. a� _..._- e o o ti.cl+ i.l is:'forntrtl Ia :_ ... . --.. W _ , • ? T7+F nrana onccnt o .ka stores&rd �_� l i -_._..._Afiltb sled to a hoard of__ Iro are to be elec 4. Tim fallowing peraous ara 7tareLy selected as t7ca ado Co said carttrol¢re ,ntartrtga said rpora: do ur he fcrst car of its cor porafe es atenco,u��_f __ i j _ r tifit/�–►�� L C'//�idL — - - 5. T7re loenEcor+is an.l .K _in the County/of---1F-✓!/1�t Statc of Illinois. .. -SIGNED: `� r STATE OFT LINOTS, Coll-flit' 0i....... — 1`55� .......... ......................................... .............................................................................................................................................................a ill,0.71 C -:01e C071,714y crud. State af07-Cqai•cI•do hereby certify that oil, th-is--.-............ —.te...............elay 7 . . -* ...... .. .... -7 �Zl mrsoma I ared,bcfo7-a me .......... .............4 ...... .... ............ -D. 181 '�y aAPe ........ I �7/L-L � C�c- —– - /I�c��-tom od A to 7ILC 1)C7'S0?LCdI?j17r,7bozun. to be the sant•e persons who executed the f07'e,#0ilI-ff certificate,amrl severally meknon-7cdffed-that they had executed the same for the purposes thV'Ci7l,Set f07411— 1N WITNESS 7 d I a,11-07w clay ancl year above written. NESS WHEREOF, 17taz;c hereunto se vy Wia?z. bc 6 NOtfZ7'y Public. - ThP i. ........................................._...:............_..:........._.........-.............................. ._..._ Locataon CERTIFICATE. ~Noxs.=The Constitudon provides.that all fees shall"be paid in anvance into the State Treasury." Fee,$3.00 J Blanks furnished on applicMion. i - e_ Y� J �n S I _FAR STATE OF ILLINOIS, , k L ss. County of._._. K8,Y1 @................... 8acreretY"a1 Steto. I hereby certify that at a Board T_ meQUng.of the"miembers of the Elgin Children's Home Association held on September .l4 A.D. 38 ' ' et g_o'clock' A M.,pursuant to the rules of said corporation, the following resolution was adopted, in accordance with the By-Laws of said corporation: Resolved-that the Articles of Incorporation of this corporattkon be amended so as to change the name of_this corporation. from Elgin Children's. Home. Association to Larkin Home For Children. PAGE: L.,N_ 118 SEA 22 '30' R4 - ` Sr -v`Cc?5t Box 739 moo, 35772 CERTTFICATE OP- 4�han;e `of name f r6m ELGIN CHILDREN° S "HOME ASSOCIATION :to OF The LAR IN ROAM ECE r.TTTX)REj+j 'Fee for'-Filin$-. too s . File Number 0739-'72-1 ar: o ,.3 . _ -X61 � l ���� _ -, •, e 9 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF = LARKIN<HOME°FOR-CHILDREN INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN .FILED IN_-THE .OFFICE ;OF-.THE.:SECRETARY. OF --STATE •AS, PROVIDED BY THE `GENERAL NOT F'OR RROF.IT CORPORATION ACT OF, ILL=INOIS, IN FORCE JANUARY 1, A.D..19.87. :. P.01L°flllY 30TH _ _ -- --- /O�iC•1G�cf'/��F�IL�•?LG64�if�U?Zv��Qi�(CLf,9y ,�fLE, ii�piUlzd/leCL,2?2� 12TH SECRETARY OF- TATE ..2!2 •NFP110.30 Fife# ,r (Rev.Jan., 1987) JIM"EDGAR This Space For Use By .Submit in Duplicate Secietary�of State Secretary of State State of Illinois Date t l 0 .. Remit payment to Check or Money Order, -payable to :'Secretary of:;. ARTICLES.OF AMENDMENT s� State". Filing Fee ,o,nder the 4 DO NOT Si !CASH! GENERAL-NOT FOR PROFIT CDR PO RATION ACT Clerk Pursuant to the provisions of'The General Not�For°Profit Corporation fact of 1986",the undersigned cor- poration hereby adopts-.these Articles of Amendment-to its"Articles ofancotporation. R _ ARTICLE ONE The name of the C6rpoti3tion is T.aTki n HnmP Rnr Children, Inc (Note 1) ARTICLE TWO The following amendmenttothe$Articl esof incorporation was adoptedon April 14 19 87 in-the mannef,iiridicated below('X"one box on/y.) ® -By the affirmative vote of a majority of the directors in office, at a meeting of the board of directors, in accordance with Section 1"10.15. ;,(Note 2) ❑ By written consent,signed by all the directors in office in compliance with Sec- tions 110.1.5-and 108:45 of'thisAct. =` (Note.3) B 'the members at a meeting of'members entitled to vote by the affirmativevote of the members having not less than the minimum number Of votes necessary to adopt such amendment,as provided.bythis Act,the articles of incorporation orthe bylaws, in accordance with Section 110.20. (Note 4) ❑ By written consent.signed by members entitled to vote having not less than the minimum number of votes necessary to adopt such amendment,7as provided by this Act,the articles of incorporation,or the:byiaws, In compliance with Sections 1 N.10 and 110.20 of this Act. .(Note 4) (INSERT'RESOCUTION) Resolved that :bhe legal name of this mot for profit corp ration be changed to Larkin Center, For Children and Adolescents. . II (If space is insufficient attach additional pages size 8%s x 11) The undersigned corporation has caused these articles to be signed by its duly authorized officersl�each of=whom affirm, under penalties of perjury, that the facts stated herein are true. Dated October-'13 19,_�_ Z_ +ar in.,rpnµ s =r Adobe - Era' eolCo Go attested by by y. <- _ y 11lsignature of secretery orAssistant secreteryi (signature of President�or Vice Pres/dentl f Karen -lienschintt, Secrete rt� Gordon Roth Presid n - - - (Type or Print Nome and Tit/el JJ (Type or Print Name and Ttle) NOTES AND INSTRUCTIONS .NOTE I- State_the trueg name as it appears on the-records of the Office of the Secretary,ofState; - BEFORE sny amendment`s"herein?repoited. NOTE 2: . Directors may adopt ameridments without member approval only:wh6wthe corporatid6hiis no members,or'' no members entitled:to vote: - NOTE 3: Director approval may be (1)by vote at a director's meeting(either annual or special)or(2) by consent, in writing.without a meeting. NOTE 4: All.amendments not adopted under Sec...11:DA5,require,11):that the.-board of'directors adopt a resolution setting--forth the.proposed.amendment=and,(2)-that.the members approve the-amendment Member approval maybe•(fl by vote at.a members meeting(eitherannuel or special)or(2j by consent,in writing;without smearing. - _. _ _. y e Y - .To beladopted,:the:errien8ment must receive the:affirmative-vote or:consent ofahe•holders of at I'ea`st`2/9 of the outstanding mernbers:entitled to vote'on the amendment;(but ifclass�_voting.applies,then also ai,l aste 213 vote within each.cless is.reaitiredf. The'articles'of incorporation ma su ercede the 213`vote requirement b ~s ec Y P q y p ifying any smaller or larger vote requirement not less.than a majority-of the outstanding votes of such m_ embers entitled to:vote,and-not less than"-a majority within each when-class voting app lies. c:`110.2bJ' NOTE 5: When a member approval is-by written consent..all members must be given notice of the proposed ame nd- s m1h:- nment at•leasr5:oays'before-th-6:conseriilis° e A : d vo`have, ot signed the consent must be promptly notified of the passage of.thetemendment.(sec.,107.10 Et 110.10) . Ay 1 F OT _ _ W m :CD .� Lo.� C a Q ` � t0 tv O ( W Q N O a f!1 m ♦– .r fl ar O CL m t` ,` LU W cc O m O _•� -tW _ m U t1— c to Z . Q. _ m, � c L• _ u Iyya N 0739-772--1 . FOR GENERAL NOT FOR PROFIT CORPORATION ACT FILE NO. FILE. P.R I O R- TO .06-01-93 _SECRETARY.OF STATE OF ILUNOIS .ADD $34 0 0- P E N A LT"Y f- DO NOT WRITE IN THIS SPACE -FOR LATE :FLU N G FILING FEES Annual Report -S 5.00 XXXXXXKXXXx(H'XxxxxXXXXXXXXX a , L-ARKIN CENTER F 0R CHILDREN AND ADOLESCENTS 'X JAMES R '.,CZERVIONKA , 08Dg.90 f—• � " n Kare Beyer 1,212 LaRlCIN 'AVE' K Y �. AY r 2.) CHANGES-ONLY: Registered Agent ,.�GLur; E H. T"(ANj Registered Q,ffice ^R City;'County—L ZIp-Codee Y Or KANE The above change-was duly authorized by resolution of tiie..board:of directors. The address of the registered office and the .address of the officeof the registered. agent,_as,changed,,v4li_;be_ide' ntical TH.E;j ADDRESS OF'THE.REGIS- DE ASTREETNUMBER A P.O BOX-MAY.ONCYd BE.USEDIVADDITIQNSTHERETO.TERED.OFFICE'MUST'INCLU -3.) The above corporation.organized under.;the laws of the.state of �ILL'ZNOI S ,.. ,pursu'ant'to the provisions of "The General Not for Profit 'Corporation Act of the' State'(of,illlinois, hereby makes -the -following report: -4.) The names and respective addresses of Its officers and directors are: NAME _*+OFFICE' „ NUMBEFfi,STREET r ,,F F CITY ;'',;'STATE ZIP Jark 'Rein President t - a', a}Secretaryf:Y : $§.: rr:, _ Tfat Treasurer Director MAry_ :Director_ -riine-r- T. 60170 Director jo a o NOTE: List all directors above or list them on an additional sheet: Illinois corporations must have three directors. -5.) The following`is a'bFief statement of the cha'racier,of the affairs whieh.rthe`CorporaUon-Is actually conducting: t s., 7 , 6.) Is this Corp oration, i.Conaom!niurp:Asso,,diation..as,established,underthehe Condominium Property Act? rE e... yp-., -Is this corporation aCooperative Housing Corporation defined in Section 216 of the Internal Revenue Code of 1954? Yes 0 No 0 (Check One) is this aHomeowner's Associatioi :wi ich administers acommon-interest community as defined in subsection (c) of Section 9-102 of the Codesof Civil Procedure? Yes .0' No _(ChecktOne) _ 7.) If a foreign corporations the addressrof its.pnnbipal office in the state of its incorporation is: „ ; (Num1*r.and.Srreet1.i 7. (Stare or Country - Please read reverse sideiofsthis re on before si rrin below y 3 13 8.) BY Acting Executive Dire, i r /per Under the pinky ol,periury and as an aulhonzed oflice,1 declare Ihs annual an p r(Authonzd"OfCCSig tuYe (Tile) agenenNar eKepvrauem ovFa aiu of the Oonwal Not For Pror Coroorabon ACt,hmlbeen eaamined.fiy me and:a,to the beel of m knowledge and bellel,true,corroci;and complete. - ..,8 ITEM 8 MUST BE SIGfNIEru”' i File Number 0739-772-1 Ofifce of `�Che-�ecretarg of Mate Vhaeas, ARTICLES OF .AMENDMENT TO THE ARTICLES OF INCORPORATION OF-.,-- j. LARKI,N CENTER CHILDREN_ AND ADOLESCENTS INCORPORATED UNDEW THE 'LAWS OF.THE STATE OF ILLINOIS SAVE BEEN FILED IN .THE OFFICE OF THE SECRETARY OF STATE AS PRO_VIDED..BY_ THE GENERAL_ NOT ?FOR PROFIT 'CORPORATION ACT 'OF ILLINOIS; IN FORCE JANUARY -1, A.D. 1987. No-w Therefore, I, George �-H. Ryan, -Secretary of State of the State of Illinois, -by virtu_a of the: powers vested in me'bylaw, do, hereby issue thi' -certificate and attach hereto a- copy .,of Mahe Application of the aforesaid corporation. Ali'Totimong Mhereof, I. hereto set my .hand and cause to be affixed the Great Seal of 'the State of Illinois, �¢ °sTaTEo� at the City of Springfield, this 14TTF day of FEBRUARY A.D. 19 95 and of N °- the Independence of the united States the two ¢' A ° hundred and 19TH rae - BUG`as=K Secretary of State C-212.1 NFP-110.30 File# rU 07-3q 7 / (Rev.Jan. 1967) GEORGE H.:RYAN Secretary:Of:State This space For use By {� Submit in.Duplicate Secretary of State 1 State of Illinois �. Remit payment in Check or Money Date Order,payable to Secretary of ARTICLES OF AMENDMENT J State.` under the Filing Fee GENERAL NOT FOR'PROFIT CORPORATION ACT OO NOT SEND CASH! Approved Pursuant to the provisions of "The General Not_For Profit Corporation Act of 1.986,"-the undersigned corporation-hereby adopts these Articles of Amendment to ifs Articles of Incorporation. ARTICLE ONE The name of the corporation is Larkin Center-for -Children and Adolescents (Note. 1) ARTICLE TWO The'following amendment to.the Articles of Incorporation was adopted on::LAB, :19 95 ,In the-mann'er indicated;'below ("X"one 480-x only)` 0 Oy the`afflrmative:vote of a�majority of.:the.directors-in-office, at a meeting of'the -board of directors, in accordance with Section"110.15. (Not e2) ❑ By written consent,sign ed.by all the directors in office, in compliance with Sections 110:15 and 108.45 of this Act. (Note 3) ❑. _By the members at a;meeting.of members entitled:to.vote by:the affirmative vote of -the members having not,less than:the-_minimum,number of.votes necessary toadopt, :such amendment,as"provided by this Act,the articles of incorporation orthe bylaws, in-accordance with Section 1-^W o:' (Note 4) ❑ -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=article"§of:inco�poration,o0he bylaws;.incompliance with Sections 107.10 and 110:20 of this Act; (Note 4) -, (INSERT RESOLUTION) See attached �. -(if space is-insufficient, attach additional pages size 8 112 x 11) The.undersigned corporation has caused these articles to be signed by its duly authorized officers, each of whom affirm, under penalties of perjury,that the facts stated 'herein are true. Dated January 1 45 Larkin Center for Children and Adolescents (Exact Name of C b orpo tia attested by ` y (Signature of Secretary.or Assistant Secretary) (Signature of q e�ident or Vice Presi a t) Adella Wells--..Secretary Mary A. Van .Slyck .T..resident (Type or Print Name and Title) (Type or Print Name and Trtte) NOTES AND INSTUCTIONS NOTE 1: State the true exact corporate name as it appears on the records of the Office of the Secretary of State, BEFORE any amendments herein reported. NOTE 2: Directors may adopt amendments without member approval only when the corporation has no members,-or no members entitled to vote. ' NOTE 3: Director approval may be(1)by vote at a director's meeting(either annual orspecial)or(2)consent,in writing,without a meeting. NOTE 4: All amendments not adopted under Sec.110.15 require(1)that the board of directors adopt a resolution setting forth the proposed amendment and(2)that the members approve the amendment. Member approval may be(1)by vote at a members meeting(either annual orspecial)or(2)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 213 of the outstanding members entitled to vote on the amendment,(but if class voting applies,then also at least a 213 vote within each class is required). The articles of incorporation may supersede the 213 vote requirement by sperm yi.^,g any smaller or larger vote requirement not'less than a majority of the outstanding votes of such members entibed to vote and not less than a majority within each when class voting applies. (Sec. 110.20) NOTE 5: When a member approval is by written consent, all members must be given notice of the proposed amendment at least 5.days before the consent is-signed-If the amendment is Adopted,.members who have not signed the consent must be prornptly notified of the passage of�the amendment. (Sec. 107.10 & 110.20) 0 0 CD LL m CO m LU O ° Ln o C3 CC L) Q rn ° w d ¢O Z ZQ a v� ., r* n : LL -0 d L7 Q 1- =.- O LL Q a) Q LL rn Q.�.. ¢ _ >,C ,-. (- Z LL O 7 ZO ME � �y M m c6 — iv to S Z a ¢ _� w om � c W i t— Q c O LL U ¢ p LL a m EC mQ UJ H Z L+�� L1 =` c w LL �— O" as Cn �- 5 Q �' 0 U o Z = u O LL U 7 LL ti RESOLUTION and Adolescents RESOLVED,.that The 'Larkin Cent- for ChildrenA Board of Directors shall adopt as proposed an .Amendment to be filed with the Secretary of State of.Illinois.now changing the name from Larkin Ca.nttefor Children and Adolescents to. The Larkin Center. The Secretary-shall make part of the minute book.a copy of said Articles of Amendment. DATED: January 18, 1995 esident 5 ecretary . I' la �l/G'G: �certify that.I am'the Secretary for Larkin Center and that I have compared the foregoing with-the Resolution adopted C' .Secretary J � COMMERCIAL LEASE AGREEMENT THIS _LEASE is made between the Lessor and the Lessee identified the Basic Lease Provisions below, and constitutes a Lease between the parties of the "Leased Premises" as identified in the Basic Lease Provisions below, on the terms and conditions and with and subject to the covenants and agreements of the parties hereinafter set forth. W ITNESSETH: 1. Basic Lease Provisions The following are certain lease provisions which are part of, and, in certain instances, referred to, in subsequent provisions of this Lease: Date of Lease: 24 August 2000 Lessor's Name and Address: City of Elgin (an Illinois municipal corporation) 150 Dexter Court, Elgin, IL 60120-:55.55 Lessee's Name and Address: The Larkin Center (an Illinois not-for-profit corporation) 1212 Larkin Avenue, Elgin, IL 60123-6042 Premises: That part of the Southeast Quarter of Section 23, Township 41 North, Range 8 East of the Third Principal Meridian, described as follows: Commencing at the intersection of the West line of said Southeast Quarter with the Southerly right of way line of.U.S. Route 20; thence South 0 degrees19 minutes 55 seconds West along the 'said West line, 797.77 feet; thence South S6 degrees 17 minutes 50 seconds East 564.68 feet; -thence North 03 degrees 42 minutes 10 seconds East 382.46 feet for the point of beginning; thence North 88 degrees 30 minutes 28 seconds West and parallel with the South line of Route 20, a distance of 138.85 feet; thence North 0 degrees 19 minutes 55 seconds East and parallel with the West line of said Southeast Quarter 98.50 feet, thence North 88 degrees 30 minutes.28 seconds West and parallel with the South line of Route 20, .a distance of 152.0 feet; thence North 56 degrees 32 minutes 56 seconds West 258.40 feet; thence North 0 degrees 19 minutes 55 seconds East and parallel with the West line of said Southeast Quarter 202.0 feet to the South line of Route 20; thence South 88 degrees 30 minutes 28 seconds East along said South line 533.05 feet; thence South 03 degrees 42 minutes 10 seconds West 437.54 feet to the point of beginning, containing 4.0482 Acres, in the City of Elgin, Kane County, Illinois; said premises being identified as "Parcel 1".on the plat of survey dated 16 May 2000 as certified by Alan J. Coulson, P.C., an Illinois licensed professional land surveyor, said plat of survey being attached to and made part of this agreement as "Exhibit A." Commencement Date: 1 September'.2000 r .Expiration :Date: -.31 August 2005 £r Ir Rent: .$10.00 V Permitted Use: Classroom and related support facilities, including cafeteria and .gymnasium for the Larkin Center .School and part- time recreational facilities for the _Elgin Boys and Girls Club Security Deposit: None .2. Grant and Term Premises. Lessor.is leasing certain premises, .including all.buildings and:permanent improve- ments thereon, hereinafter. referred to as -.the "'Premises" -from the :State of Illinois, :acting through -the Department of .Central Management Services on behalf of the Department of Human Services. Lessor, in .consideration of the rent -to be paid and-the covenants to be performed by Lessee, does hereby-demise and lease unto Lessee, and Lessee hereby leases from Lessor,'the Premises. Commencement:and Ending Day of Term. The original term of (the "Original Term") this .Lease shall commence.on the Commencement Date:set forth in-the:Basic.Lease Provisions. The term shall end on the Expiration Date.set.forth in Basic Lease Provisions, however the Lease will automatically be extended for:three (3) consecutive #ive (5) year terms provided there is :no significant change in iessee's business or use of-.the property or unless the Lessee notifies the Lessor of.its intention not to renew the Lease'thirty (30) days_prior to the conclusion of the -expiration date-or any automatic renewal thereof. 3. Rent Rent. Lessee agrees-to pay to -the Lessor-the sum of ten and no/100.dollars-.($10.00) as the 'total rent due under the terms of this Lease, the receipt.:and sufficiency of which is hereby acknowledged by the'Lessor. Lessee's Tax Obligation. Lessee :agrees to-pay to Lessor, or on behalf of Lessor direct to the appropriate taxing authority, all taxes and assessments which have been or may be levied, .assessed, or payable to any lawful authority, for each calendar year during the term hereof, against the land, buildings, and improvements.presently and/or.at anytime during the term of this Lease comprising the Premises and the:rentals payable-by Lessees in the Premises to Lessor (hereinafter referred to as the "Taxes"). Taxes shall be deemed levied or assessed with respect to the calendar year in which such taxes initially constitute a lien against the Premises. However, the taxes described in the next sentence shall be accrued ratably during the calendar 2 of 14 I year. Any costs, expenses, and attorneys' fees incurred by Lessor for reduction in the assessed valuation of the Premises and any protest or contest of real estate taxes and/or assessments shall be included within the term "Taxes". 4. Delivery of:Possession-and Changes and Additions The Premises shall be deemed as ready for Lessee's Work when Lessor shall have completed the acquisition or over-lease of such Premises. Lessor shall notify Lessee when the Leased Premises are in fact ready for Lessee's Work. It is agreed that by occupying the Premises as a Lessee, Lessee formally accepts the same, in such AS IS CONDITION, and acknowledges that the Premises are in the condition called for hereunder. Failure of Lessor to deliver possession t of the Premises within the time and in the condition provided for in this Lease will not give V rise to:any claim for damages by Lessee against Lessor or against Lessor's contractor.<<Lessor;: } hereby reserves xhe-right at:any.time; and from time to time, to-:make. alterations or..additions ; urchase:(sell) :anto :the P.renises;;to self-or cease any part of he Premises, and p .land-. adjacent tdAhe'P:remises and_add (subtract) such:>land'ao the;Premises... 5. Conduct of Business by Lessee Use of Premises. Lessee shall use and occup Premises during:the continuance of this Lease solely for the Permitted Use set forth in the B is-Lease Provisions, and for no other purpose or purposes without the:prior written consen :of:Lessor. If.any governmental license.or permit shall be required for the proper and lawful conduct of Lessee's business or other activity carried on in the Premises or if a failure to procure such a license or permit might or would, in any way, affect Lessor or the Premises, then Lessee, at Lessee's expense, shall procure and maintain such license or permit. Lessee shall promptly comply with all laws and ordinances and lawful orders and regulations:affecting the Premises and the cleanliness, safety, occupancy, and u§e of same. Lessee agrees that it will conduct its business in the Premises in a lawful manner and in good faith. Lessee:shall not cause or permit the use, generation, storage, or disposal in, on, or about the Leased Premises or the Premises of any substances, materials, or:wastes subjectc.• to regulation under any Federal, :state, or local laws from time to time in effect concerning hazardous, toxic, or radioactive materials, unless Lessee shall have received Lessor's prior written consent. Care of Premises. Lessee shall keep the Premises (including the service areas adjacent to the Premises, windows, and signs) orderly, neat, safe, and clean and free from rubbish and dirt at all times and shall store all garbage within the Premises and arrange for the regular pick up of such garbage at Lessee's expense. 6. Alterations; Lessee and Lessor Alterations Lessee may make interior revisions to the premises, including the provision of any and all heating, ventilating and air conditioning mechanical systems necessary to serve the Premises, subjectAo=all applicable code regulations and;prior;written.approvalnof Lessor, which approval 3 of 14 shall-not be.unreasonably withheld _ ll:alterations, decorations, :additions, and improvements made by.Lessee.shall be..deemed to -have_attached :to the leasehold--and to have become the property of.Lessor.upon such attachment,=and .upon expiration of this .Lease, lessee shall not remove-any of-such alterations,:decorations additions, and improvements, except trade fixtures installed by Lessee may be-removed if.all rents -due herein are -paid .in full and Lessee is not otherwise in default hereunder. Prior-to commencing:any renovation work approved by Lessor, Lessee shall procure certificates of insurance from all contractors and subcontractors showing general liability.and workman's compensation coverage -and naming Lessor as an additional insured. Lessee .shall in -any :event'.be :responsible for repairing any damage caused to the Premises by-virtue of any unauthorized:alteration, addition, or improvement installed by or on behalf of Lessee. :Lessee shall provide for the-rehabilitation of the Premises in accordance :with the plans and specifications of-the.architectural -and .building plans attached to and made-part of-this Lease as "Exhibit .B" Lessee shall commence .the work contemplated in Exhibit .B not later than 1 November:2000-and shall complete said work not.later--than .1 July.2001. Lessor shall erect a chain.link fence of not less .than ten (10) feet in height:surrounding the entire perimeter of "Parcel 1" 'and "Parcel 2":as.identified in.the plat of.survey.certified,by Alan J.�;oulson, P.C. on .1fi.May'2000 attached-to and made part of this agreement as"Exhibit A." The Lessor shall .-also:provide gated entrances-.for providing access .to the 'East connecting roadway to-the Elgin Mental Health .Center as:shown in=Exhibit.A, saidience gates-to be erected and operable.prior -to occupancy by-.the Lessee. Lessor- .shall- be .granted access to the exterior property areas of r .. '".Parcel 1" and"Parcel2":as.identified in Exhibit A at.any time for the purpose of.erecting and maintaining said fencing. tV YN a Lessor shall construct an access road_from the Elgin Sports Complex to .the Premises prior l ^�" I occupancy by'.the Lessee. Lessor shall :also repair-or.idiprove the existing parking lot on e h, 7 premises:and any damaged sidewalks or access-ways onathe Premises prior to occupancy by e ; Lessee. Lessor shall be responsible for the construction of all water and sewer lines from and on.the .Premises extending to.the-point of connection with sewer service provided by the City of Elgin prior to occupancy by-the Lessee. 7. Signs Lessee -agrees not to use any advertising media that shall be deemed objectionable to Lessor, such as loudspeakers, phonographs, or radio broadcasts in a manner to be heard outside the Premises. All signage shall be professionally prepared. Lessee further agrees to maintain any such sign, awning, canopy, decoration, lettering, advertising-matter, or other thing, as may be approved, in good condition and repair at all times. 4 of 14 8. Maintenance of Leased Premises Lessor:shall .not>be:.:called:-upon:to make_any repairs. Lessor shall not be called upon to make any other improvements or repairs of any kind upon Premises and appurtenances, except::as:.may.be.required.under:the :Section "Destruction:of:Premises:".Lessee shall keep.and maintain in good order, condition, and repair, including replacement of parts and equipment if necessary, and'_including:.the.foundation exterior walls,:and roof::of.the:.building, the-Premises and:every=partthereof and any and all appurtenances thereto wherever located, including, but without limitation, the exterior and interior portion of all doors, door checks, windows, plate glass, store front, all plumbing-and sewage facilities within the Premises, including free flow up to the main sewer line, grease traps, hair traps, fixtures, heating and air conditioning and electrical systems (whether or not located in the Premises),sprinkler system, walls, floors,.and ceilings, and all other work performed by Lessee. Lessee shall keep and maintain the Premises in a clean,:sanitary, and safe conditionnn accordance with the laws of:the State of Illinois and in accordance with all directions, rules, and regulations of the health officer, fire marshal, building inspector, or other proper officials of the governmental agencies having jurisdiction at the sole cost and expense of Lessee, and Lessee' shall comply with all requirements of law, ordinance, and otherwise, affecting the Remises. If Lessee refuses or neglects to commence and/or complete the repairs required by the provisions of-this Section promptly and adequately, Lessor may, but shall not be required to do so,-make and complete said repairs, and Lessee shall pay the cost thereof to :Lessor upon demand, as additional rental. At the time of the expiration of the tenancy created herein, Lessee shall:surrender the Premises, including all systems covering the.same in good .condition, :reasonable wear and:tear, loss by:fire or other unavoidable casualty, excepted. Lessee shall keep the Premises and all other parts of the Premises free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Lessee, and agrees to bond against or discharge any mechanic's or materialmeWs hen-within ten (10) days. Ldssee shall rei-nburse Lessor for any and all costs and expenses which may be incurred by Lessor by reason of the filing of any such liens and/or the removal of same, such reimbursement to be made within ten (10) days after receipt by Lessee from.Lessor of a statement setting forth the amount of such costs and expenses. The failure of Lessee to pay.any such amount to Lessor within said ten:(10) day period shall carry with it the same consequences as failure to pay any installment of rental. Lessee, at its own expense, shall install and maintain fire extinguishers and other fire protection.devices as may be required-from time to time by any agency having jurisdiction thereof and the insurance underwriters insuring the building in which the Leased Premises are located. Lessee further agrees to comply with any and all requirements of the insurance underwriters insuring- the Leased Premises. Lessor shall maintain the access.road from the Elgin Sports Complex servicing the Premises, the parking lot on the Premises, any sidewalks and access ways on the Premises, and all water and sewer lines from and on the Premises extending to the point of connection with sewer service provided by the City of Elgin. 5 of 14 9. .Insurance As additional-rent-for.the-Premises,_Lessee<shall procure and maintain policies of insurance, at its own cost-and-expense, insuring A. .-Lessor and"Lessee from -all --claims, .demands or actions for injury .to or death of any person in-an amount'of:not less than$500,000.00, for injury to or death of more thane' 4.rtk one person in anyone occurrence.-and-an umbrella liability policy in an amount of not less -than$2,000,000.00, :and for-damage -to property in an amount.of-not less than 3250,000.00 -made .by, or "on-behalf "of, "any .person or :persons, :firm or.corporation arising-from,-related to .or connected-with:the:Premises. B. Lessee from all"worker's compensation:,claims. j a_ C. Lessor and Lessee against breakage of allplate glass utilized.in the improvements on the -Premises. z D. 'All contents; -and .Lessee's Grade :fixtures, -machinery, equipment, furniture and furnishings .in the Premises lo .the extent of at least ninety percent (90%) of their -replacement cost :under :standard :"fire and extended coverage insurance, including, without limitation, vandalism -and :malicious mischief:.and . orse- rneszxs-. "The 'aforesaid -insurance shall be .in :companies and in form, substance and amount (where not stated-above)satisfactory from time to"time to Lessor.The aforesaid insurance shall not be subject:to cancellation except after at least thirty (30) days_prior written notice.to.Lessor. 1~` The original insurance .po cies .(or certificate thereof:satisfactory-.to Lessor) together with .satisfactory evidence:of.payment of the premiums thereon, shall be deposited with Lessor at -the-beginning date-of this"Lease, -and renewals thereof not less than thirty (30) days prior to th-.end of the term of each.such.coverage. 10. Covenant To Hold.Harmless Lessee shall indemnify and defend.Lessor, its officers, employees,-agents and assigns, and save it and .them harmless-from and against-any and all-claims, _actions, damages, liabilities, and 1 , expenses of any kind or nature resulting.in loss of life; personal, .bodily, or advertising injury; and/or-damage to property arising from or out of any occurrence.1n, upon, or at the Premises, regardless of who asserts such claim. In case Lessor shall be made a party to any litigation commenced by or against.Lessee, :then Lessee shall protect and hold Lessor harmless and shall pay all costs, expenses, and-reasonable.attorneys' fees incurred or paid by Lessor in connection with such litigation. 6 of 14 1 1. Waiver of Subrogation Lessor and Lessee hereby release each other and their respective agents and employees from any and all liability to each other or anyone claiming through or under them by way of subrogation or otherwise for any loss or damage to property caused by or resulting from risks insured against (or which would have been:insured:against had that party carried all insurance required by this Section) under any insurance policy covering loss or"damage to the Premises or any part thereof. 12. Utility Charges Lessee shall be solely responsible for and promptly pay all charges for water, gas, heat, electricity, sewer, and any other utility used upon or furnished to the Premises. E-E 3.=Subordination `' ' ` �' 'This Lease:and Lessee's rights under this Lease are subject.:and subordinate to any ground or underlying lease, including but not limited to the intergovernmental lease -agreement dated ,,• 8-August 2000 between Lessor and the State of Illinois (acting through the Department of Central Management Services on behalf of the Department of Human Service), attached to and :made part of this-Lease as"Exhibit C,"and any mortgage, indenture, deed of trust;or other lien encumbrance, together with any renewals, extensions, modifications, consolidations, and replacements of such matters or encumbrances, now or after.the Lease date,:affecting.or placed, charged, or.enforced against the land or any interest:of Lessor:in them or Lessor's interest in this Lease and the leasehold estate:created by this Lease. This provision will be self-operative and no.:further instrument of subordination will be required in order to effect it. Nevertheless, Lessee shall:execute, acknowledge, and deliver-to Lesscdr, at any time and from time to &ne, upon demand by .Lessor, such documents as may be requested by Lessor, any ground or underlying lessor, or any mortgagee, to confirm or effect any such-subordination. If Lessee fails or refuses to execute, acknowledge, and deliver any such document within twenty (20) days after written demand, Lessor, its successors, and assigns will be entitled to execute, acknowledge, and deliver any and all such documents :for and on behalf of Lessee as Attorney4n-Fact for Lessee. Lessee by this Section constitutes and irrevocably appoints Lessor, its successors, and assigns as Lessee's Attorney-,in-Fact to execute,acknowledge, and deliver any and all documents described in.this Section for and on behalf of Lessee, as provided in this Section. 14. Assignment and Subletting Lessee agrees not to assign or in any manner transfer this Lease or any estate or interest therein without the prior consent of Lessor, and not to sublet the Leased Premises or any part or parts thereof or allow anyone to come in with, through, or under it without like consent, with the exception of the Elgin Boys and Girls Club. Lessee agrees to sublease a portion of the Premises to the-Elgin Boys and Girls Club under the general terms outlined in the document attached 7 of 14 :to and made -part_of this Lease agreement-as "Exhibit D" It is understood and agreed that .Lessor's consent -hereunder: (and wherever -else in -this .Lease required, unless specifically ,provided:to:the contrary)-may be.arbitrarily withheld, -notwithstanding any statutory or other -.provisions`of..law to-the contrary. Y5. Waste:and:Nuisance Lessee .shall -not commit or suffer to be committed any waste -upon -the Premises or any :nuisance or other act or-thing which -may disturb the quiet enjoyment of any other Lessee in .the:building in which the Leased Premises may be located, or in the Premises. Lessee .shall not use or permit to-be used any medium .that might constitute a nuisance, such.as loudspeakers,.sound-amplifiers,-phonographs, radios,.televisions, or any other sound-producing device which will carry sound outside the Leased Premises. t 1'6 Destruction of}Leased Premises ' In case'the.Premises shall be-rendered untenantable by fire,-,explosion or other casualty, Lessor may, at its.option,-terrrunate"_this Lease or repair the Premises within sixty:days: If Lessor does not repair the Premises within Said .time, or the:building containing the Premises shall have been.wholly destroyed, :the-term:hereby created shall cease and determine. Notwithstanding the foregoing, in the-event-the-Premises are 25% destroyed, .Lessee may elect-to terminate this Lease. 17. Eminent Domain If the whole of the :Premises hereby leased shall-be:taken by any public authority under-the _power:of-eminent.domain, or-by deed.in ieu thereof,.then.the.term of this Lease shall cease as of the.day possession shall be taken:bysuch public authority and the Rent-and other charges due hereunder, shall be paid.up-to that-day with:a;proportionate refund by Lessor of such rent -as may have been.paid:in advance,for a period subsequent to the date of the.taking. If less than the whole of the. Premises shall be taken under eminent domain, Lessor shall have the .right either. to -terminate this Lease and declare same void, or:require "Lessee to continue in the ' possession of the remainder of the Premises If-such can reasonably be accomplished. Lessor rx._W' .shall notify Lessee in writing within twenty (�O) days.after such taking of Lessor`s,intention. If`l the Lessee is,to remain in possession, all of the.terms.herein provided shall continue:in.effect, except-that the Fixed Minimum.Annual Rental:shall:-be-reduced in proportion to-.the amount of the Premises, if any, taken. All damages awarded for such taking under the power of eminent domain, whether for the whole or a:-part of the Leased Premises, shall belong to and be the property of Lessor whether such damages shall be awarded as compensation for diminution in value to the leasehold or to the fee of the Premises. The Lessee may pursue its own claims for damages with the appropriate government authority so long as same does not interfere with, or in any manner diminish, the award of Lessor. 8 of 14 18.:Default of the:Lessee :Definition of Event of Default._Each of the following shall be deemed an event of default: (i) Lessee's failure to make payment of rent or other charges as provided in this Lease; (ii) Lessee's failure to perform any of the covenants, terms, conditions, or provisions of this Lease; (iii) If a petition is filed by or against Lessee for relief under the bankruptcy laws, or Lessee shall make an assignment for the benefit of creditors, or if a receiver of any property of the Lessee be appointed in any action, suit, or proceeding by or against Lessee, or if Lessee shall admit that it is insolvent, or it is generally not-paying its debts as such debts become due, or if the interest of Lessee in the premises shall be sold under execution or other legal process, or if Lessee shall abandon the premises; (iv) Lessee vacates or abandons the premises; (v)This Lease or the Premises or any-part of the Premises are"taken upon execution or by other process of law directed against Lessee, or are taken upon or subject to any attachment at the instance of any creditor or claimant against Lessee, and the attachment is not discharged or disposed of within fifteen (1 S) days after its levy; (vi) Lessee is dissolved; (vii) Lessee fails to take possession of the Premises on the Commencement Date as required hereunder. Notwithstanding anything herein to the contrary, .Lessee shall not be entitled to more than one (1) notice for monetary defaults during any twelve (12) month period, and if after.such notice any rent is not paid when due, an event of default will be considered to have occurred without further notice. Upon the occurrence of an event of default, Lessor shall have the right to terminate the Lease and shall be entitled to possession of the Premises. Lessor may make its election to terminate known to Lessee by delivery of a notice of termination. Such termination shall be immediately effective and Lessor shall be entitled to forthwith commence an action in summary proceedings to recover .possession of the Premises, but such termination shall not terminate Lessee's liabilities hereunder. Lessee waives all notice in connection with such termination, including by way of illustration, but not limitation, notice of intent to terminate, demand for possession or payment, and notice of re-entry. No receipt of money'by the.Lessor from the Lessee after the termination of this Lease shall reinstate, continue, or extend the term, nor affect or waive any notice given by the Lessor to the Lessee prior to such receipt of money. Right to Re-Enter. If the event of default is for the nonpayment of rent, Lessor may, as an alternative to terminating the Lease, serve a Notice for possession or payment. Unless the rent, additional rent, and any other amounts due under this Lease are paid in accordance with the demand for possession or payment, Lessor shall be entitled to possession of the Premises and Lessee shall have no further right to possession under the Lease, but Lessee shall not be :relieved of any of its liability hereunder. Lessee shall remain liable to Lessor for the payment of all rent and other charges.which Lessee has agreed to pay under this Lease throughout the remainder of its term. Should Lessor elect to re-enter, as herein provided, it may from time to time, without terminating this Lease, make such alterations and repairs as may be necessary in order to relet the Premises, and relet said Premises or any part thereof for such term or "terms (which may be for a term extending beyond the term of this Lease) and at such rental or rentals and upon such other terms and conditions as Lessor in its sole discretion may deem advisable. Notwithstanding anything herein to the contrary, Lessor may, without demand or notice, reenter and take possession of the premises or any part of the premises, repossess the 9 of 14 .same, expel.Lessee-and--those claimingthrough h-or under.Lessee,.and remove the effects of both or either, using:such force-for-such-purposes :as-maybe-necessary, -without being liable for :prosecution,-without being-deemed guilty of any manner of trespass, and-without prejudice to any_remedies-for-arrears of:amounts-payable-under-this Lease:or as:a result of any preceding breach of covenants or conditions. Other.Remedies. The Lesson's rights, remedies, and benefits provided by this Lease shall be cumulative, and shall :not be exclusive of any other rights, -remedies and benefits allowed by law. .:Estoppel. The:parties agree that they.shall rely solely upon the terms of this .Lease to govern their re lationsh ip.'They further:agree that reliance upon any representation, act, or omission outside the-.terms of:this:Lease shall Abe deemed.unreasonable, and shall not establish any rights or obligations.:on:the part of either.party. .Independent Covenant. -Notwithstanding-anything=.to=the contrary, -Lessee-acknowledges and agrees that its-obligation to.pay rent under this Lease is-an independent covenant, and that such obligation ao pay-rent is not:subject:to.set-off or recoupmentAn connection with any:action for summary:proceedings Ito recover possession of-the .Leased Premises. :19. Bankruptcy:or:Insolvency In.the event.that a trustee is appointed for Lessee or by Lessee as Debtor-in-Possession,.Lessee -is:liquidated or-files a subsequent petition for reorganization or adjustment of debts under-the Bankruptcy Code, Lessee be adjudicated:a bankrupt, insolvent, or placed in receivership, or . should any proceedings :be. instituted Eby or :against :the Lessee for .bankruptcy, insolvency, ' -receivership, .agreennent of composition, or.assignment for the-benefit of creditors, .or.if.this Lease or 'the estate of :the Lessee 'hereunder sha11 pass to .another :by virtue of any court proceedings, .writ of execution, levy, .sale or-by operation of law, then, and in any of such events, Lessor'may, :at its option, terminate:this:Lease and all rights of Lessee hereunder, by giving five (5) days'Notice of its election.to so terminate to Lessee, or.to any trustee, receiver, assignee, or other .person in charge of or-acting as custodian of the assets or property of the Lessee. Upon the giving of.such Notice, this Lease and the term hereof shall end on the date .fixed in such Notice, or if no such date is fixed,-five (5) days following the proper dispatch of such Notice, and the Lessor shall have the right -to remove all persons, goods, fixtures, and chattels from the .Premises by force or otherwise, without liability for damages, and all -the other rights permitted under-this Lease in the event of a default. 20. Access By Lessor Lessor or Lessor's agent shall have the right to enter the Premises at all reasonable times to examine same, and-to show them to prospective purchasers or mortgagees, and to make such repairs, alterations, improvements, or additions as Lessor may deem necessary or desirable. 10 of 14 Lessee shall'grant Lessor-permission to utilize the gymnasium and auditorium on the Premises for community programming by-the City of Elgin Parks and Recreation Department on dates and times mutually.agreeable to Lessee and Lessor, provided that Lessor shall be entitled to not less than ten (10) hours of such use between the hours of 6:00 p.m. and 11:00 p.m. on weekdays (Monday through Friday), or between the hours of 8:00 a.m. and 1. 1:00 p.m. on weekends(Saturday and Sunday) or any other day on which the Lessee's classrooms and related support facilities are closed for holiday, vacation or any other reason. Lessor shall pay Lessee a fee in the amount of ten dollars ($10.00) for each day on which it utilizes the gymnasium, auditorium, or gymnasium and auditorium on the Premises. Lessor shall also be responsible for any extraordinary cleaning or preparation expenses incurred during its utilization of the gymnasium or auditorium on,the Premises. 21. Successors All rights and liabilities herein given to, or imposed upon, the-respective parties hereto shall extend to and bind the several respective heirs, executors, administrators, successors, and assigns of the said parties; and if there shall be more than one Lessee, they shall all be bound jointly and severally by the terms, covenants, and agreements herein. No rights, however, shall .inure to the benefit of any assignee of Lessee unless the assignment to such assignee has been approved by.Lessor in writing as required hereunder. 22. Quiet Enjoyment Upon payment by Lessee of the rents herein provided, and upon the observance and performance of all the covenants, terms, and conditions on Lessee's part to be observed and performed, Lessee shall peaceably and quietly hold and enjoy the Premises for the term of this Lease. 23. Miscellaneous Waiver. One or more waivers of any covenant, term, condition, or provision of the Lease by either party shall not be construed as a waiver of a subsequent breach of the same covenant, term, condition, or provision, and the consent or approval by Lessor to or of any act by Lessee requiring Lessor's consent or approval shall not be deemed a waiver of Lessor's consent or approval to or of any subsequent similar act by Lessee. No breach of a covenant, term, condition, or provision of this Lease shall be deemed to have been waived by Lessor, unless such waiver (i) is in writing signed by Lessor, (ii) identifies the breach, and (iii) expressly states that it is a waiver of the identified breach. Typed Provisions and Riders. Provisions typed on this Lease and all riders attached to this Lease and signed by Lessor and Lessee are hereby made a part of this Lease.- ilof14 %Observance of Lessor's":Rules.and:Regulations. Lessee shall keep and observe.such reasonable -rules and regulations-now or:hereafter-required by .Lessor, which may-..be necessary for the proper and orderly care of the building of which the Premises are-a-part. Maintaining.Safety of Children-on:the:Premises. -Lessee_acknowledges that the Premises .is .located within:the State of Illinois' Elgin Mental_Health Center (EMHC) and:that-.the:EMHC facility is accessed and utilized by_EMHC employees, patients and visitors on a daily basis. Lessee-agrees to.implement any and all security measures necessary to ensure the safety of the children in the Lessee's classroom and related.support facilities on the Premises, including but 'not limited,to, the-escorting.-and:supervising of children embarking and departing on buses-to and-from the Premises; the immediate notification of police.or other appropriate authorities .upon learning that a-minor has left.the.Premises without permission; .and, the:provision of a security:system that will prevent persons other than-employees,_students or invited guests of :the Lessee-from:accessing the Premises without the-knowledge or permission of the Lessee. Compliance with Terms of Lessor's"IntergovernmentA Lease Agreement with State of Illinois. Lessee agrees to comply with all applicable provisions of the Lessor's.Intergovernmental Lease Agreement with the State of Illinois(acting through:the.Department of Central Management .Services on behalf of the:Department of.Human Services), a copy of which is attached-to and -made part of this .Lease as "Exhibit C." 24. Disclaimers .AS IS CONDITION. Lessor -has made no warranty, .express, implied or with regard to suitability fora particular-purpose of the Premises nor any fixture nor equipment subject to this Lease. Lessee.takes the Premises and.any.equipment orfixtures:and machinery, to include, but not limited-to, :any fire alarm and sprinkler-system,.and all heating and air conditioning and . plumbing equipment in"AS:IS CONDITION."Lessee specifically acknowledges that it shall be responsible for providing -any and all heating, ventilating and air conditioning mechanical systems necessary to:serve the .Premises. -Environmental Hazards. Lessor expressly disclaims any warranty regarding the presence or absence of any environmental hazard on, upon, beneath or within-the Premises to include the presence of asbestos or other material. , Americans with Disabilities .Act. Lessor makes no representation that -the Premises are currently accessible nor in compliance with the Americans with Disabilities Act(ADA). Lessee shall insure compliance with the ADA. 2 5..Entire Agreement This Lease and the Exhibits attached hereto and forming a part hereof, set forth all the covenants, promises, agreements, conditions, and understandings between Lessor and Lessee concerning the Premises and there are no covenants, .promises, agreements, conditions, or 12 of 14 understandings, either oral or written, between them other than are herein set forth. No alteration, amendment, change, or addition to this Lease shall be binding upon Lessor or Lessee unless reduced to writing and signed by the party to be charged. No Partnership. Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of.principal and agent or of partnership or of joint venture between the parties hereto. Construction. Whenever herein the singular number is used, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders. The captions, section numbers, article numbers, and index appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such sections or articles of this Lease nor in any way affect this Lease. Notice. Any notice, demand, request, consent, approval, or other instrument which may be or is required to be given under this Lease shall be sent by overnight courier or United States certified mail return receipt requested, postage prepaid, or via facsimile, and shall,be addressed (a) if to Lessor, to the addresses set forth in the Basic Lease Provisions or at such other address as Lessor may designate by written notice, and (b) if to Lessee, at the address set forth in the Basic Lease Provisions, or at such other address as Lessee shall designate by written notice ("Notice"). Brokers'Commissions. Each of the parties represents and warrants that there are no claims for brokerage commissions or finder's fees in connection with the execution of this Lease, except as set forth in the Basic Lease Provisions, and each of the parties agrees to indemnity the other .against, and hold it harmless from, all liabilities arising from any such claim including, without limitation, the ccst of counsel fees in connection theft-with. Recording. Lessee shall not record this Lease without the consent of Lessor, which may be withheld for any reason whatsoever, in Lessor's absolute discretion. Governing Law. This .Lease shall be governed by, and construed in accordance with, the laws of the State of Illinois. Partial Invalidity. If any provision of this Lease or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Lease shall riot be affected thereby and each provision of the Lease shall be valid and enforceable to the fullest extent permitted by law, and the remaining provisions of this Lease shall be interpreted so as to nearly as possible conform to the intent of the parties as indicated in this Lease. 13 of 14 IN WITNESS WHEREOF, _Lessor and-Lessee have signed this -Lease as of the day and year first.above-written. -LESSOR, City of Elgin, .ATTEST: .an-Illinois Municipal Corporation yce-9.. Parker, City Manager Doi nna Mecum,.City Clerk cc [[ LESSEE, Larkin Center, an-Illinois Not-for-Profit Corporation .3y: i �(,�,� �'J•ca ii+� . ��tQ.Gct �-+u.� 8`KL�1-V✓ [TtTLEj 14 of 14 Run date: 12/03/2012 @ 11:34 Larkin Center Select..: Al XX-XX XXXX.XX XX Bus date: 06/30/2012 Combined Revenue & Expense GLCOMB2.1.02 Page 1 i June 30, 2012 --UNRESTRICTED-- I 1 l 41 MISC OPERATING INCOME 8,114.20 t 42 OPERATING FEES 7,947.492.27 43 PROGRAM INCOME 138.932.64 44 OPERATING GRANTS 515.120.98 45 DONATIONS 130.059.47 46 OTIIER GRANTS 64.069.07 47 EVENTS INCOME 161.207.32 48 INVESTMEIIT 111COHE 14.625.85 49 OTHER INCOME 3.594.14 Total Revenue 8,9113,215.94 50 SALARIES & WAGES 6.083,814.24 51 PAYROLL TAXES 470,973.49 52 BENEFITS 585,115.69 60 FEES & CONTRACTS 205,771..84 63 SUPPLIES 263.594.57 70 OCCUPANCY EXPENSE 574.644.17 ; 71 TRANSPORTATION & TRAVEL 145,923.68 S 75 OEPRECIATIOII 189,510.30 80 SPECIFIC ASSISTANCE 47,305.97 83 EOUI PMENT USAGE 11,937.37 85 COMIUNICAIIONS 48,171.50 90 EMPLOYEE OEVELOPNEIIT 31,869.91 92 PUBLIC RELATIOIIS 2.225.90 95 1 711110 RAISING EXPENSE 71.028.28 96 OTHER EXPENSE 160,421.23 i ............ Total Expenditure 8,892.308.14 t Excess Revenue over (under) Expenditures 90.9117.80 i Beginning Net Assets 296.198.15 Ending Net Assets 387,105.95 E k jl 1 i. Run date: 12/03/2012 ® 11:33 Larkin Center Select..: Al XX•XX XXXX.XX XX j Bus date: 06/30/2012 Balance Sheet SUMMARY GLBLS112102 Page 1 1 TOTAL AGENCY , Period ending 06/30/2D12 Description Balance 10 CASH 2.395.66 11 CORPORATE CHECKING ACCOUNTS 88,765.82 1 12 CHECKING ACCOUNT 10.230.97 14 ACCOUNTS RECEIVABLE 1.089,081.24 16 PREPAID EXPENSES 72.993.14 1. 17 MKTABLE SECURITIES 8 DEPOSITS 695.460.69 t IS FIXED ASSETS 5.405.339.19 9, 19 ACCU14ULATED DEPRECIATION (3,770,832.37) I:. Total Assets 3.593.434.34 20 ACCOUNTS PAYABLE 341.876.70 21 ACCRUED PAYROLL COSTS 328.289.02 22 OTHER ACCRUALS 31.143.46 23 SNORT TERM MOTES 577,456.01 26 LONG TERM LIABILITIES 1,337,923.65 28 ADVANCES 589,639.55 Total Liabilities 3,206,328.39 30 FUND BALANCES 296,198.15 Excess Revenue over (under) Expenditures 90,907.80 Total Net Assets 387,105.95 y Total Liabilities and Net Assets 3,593,434.34 i r i r i r UN RGOVERNL AU YTAIL LEASE AGREEMENT :The partses;ahe State of Illuiois;acting:through the'Department of Human Services(DHS) :hereinafter called"Lessor''and::the City of Elgin,hereinafter called"Lessee",:for an&,in consideration of he terms.and.covenants hereinafter:set'fwth,-a?ree:as:folloWs: 1 PREMSES The Lessor agrees to cease to the.Lessee certa real property consisting of approxunately 10 acres,unproved by a building thereupon,_commonly:referred to as.the .T&E" Building and more full described as-follows:' Y . , That art of the Southeast °carter of Section�3 ":Townsh: 41 North Ranee 8 East of P _ Q. P o the Third )iuicipal Ivlendian,described as follows Beginntngat the uttersection of the West<hne of said Southeast Quarter with the Southerly rghx of way hne,of U:S Route 20;thence South 0 degrees 19 nunutes 55 seconds West along the said West lin 797:77 feet, thence South 86`degrees 17 minutes'S0 seconds East 564 '68 feet, thence North Y d 42 minutes 10 secondsEast 820 0 feet to the Southsline of said U S. Route 20,whence North'88 degrees 30 minutes 28 seconds<West alone said - - Southlline, 612 05:feet to the point.of beginning; in ne Cityof:Elgin, Kane County, Illinois : ,. , 2 'TERM Th°term of this agreement will be for the period beginning. July 15;.;.2000 <. _ ana-enaing 4?.2004: 3 RENEWAL Tlus Agreement will_>automatically b° ext°ndedforadditional 5 year periods, limited to a maximum ofahree(�) consecutive,addihonalS year penods,:unless the°Lessee` ... :notifies the Lessor:ot its intention not ao renew the:agreement within thirty(30) days:of the'. onginal term or any automatic.renewal_thereof, 4 SENT Lessee agrees to payao the`L°ssor theaum of TEN:($10 QQ}AND:00/100 DOLLARS` as the:total rent due cinder the terms-hereof,-the:receipt and sufficiency.of which is'hereby acknowledged by-the Lessor 'S USE OF`.PRENHSES Lessee agrees to=use the_property for:the following°purposes: A Subleasing a=portion of;the propertyao_ heLarkin:.Center, an-Illinoismot-for-profit corporation...providingschool facilities to-emotion _y stiirbed:children. B =Pernmtting,the Elgin Boys and Girls':Club to utilize a portion of-the property occupied by the Larkin`Cent°rduringtime penodsrriutually agreed-upon by he Lessee,=the:Larkin Center and-the-Elgin=Boys-and Girls Club. - C R°creational-orograrnm by the Cityof Elgin's Parks and:Recreation"Department°in the ' property's-auditorium and on open-fieldsadjouung the.premises. THE.LARKIN CENTER FY,13'Budget -1 TOTAL AGENCY -41 MISC OPERATING INCOME 0 42 OPERATING FEES 0 43'PROGRAM INCOME $ 8,384,139 44 OPERATING GRANTS $ -476,671 45:DONATI ONS $ 155,000 47 EVENTS INCOME $ 92,754 49"OTHER INCOME $ Total Revenue $ 91108,563 50.SALARIES &WAGES $ 6,159,974 .51 PAYROLL TAXES $ 488,068 52 BENEFITS $ 642,496 60 FEES &CONTRACTS $ 251,189 63 SUPPLIES $ .290,057 70 OCCUPANCY'EXPENSE $ 599,015 71 TRANSPORTATION &TRAVEL $ 158,065 75 DEPRECIATION $ 189,069 80 SPECIFIC ASSISTANCE $ 55,113 83 EQUIPMENT USAGE $ :21,376 85 COMMUNICATIONS $ 51,125 90 EMPLOYEE DEVELOPMENT $ 60;460 92 PUBLIC RELATIONS $ 8,663 .95 FUND RAISING EXPENSE $ .5,662 .96 OTHER EXPENSE $ '127,700 Total Expenditure 9;108,032 REVENUE OVER(UNDER) EXPENSES $ 532 `D Use ofahe.prerriisesfor any.other_purpose, with he advance, express,.written approval of.the ':.Lessor. :Use of-the-premises lfbr.a purpose not compatible:.with the Elgin Mentat'Health Center's mission is stnctly-prohibited and will result.inautornatic-:termination of.this°agreement. Tlie:purposes ilsted in subpara aphs (A), (B);and:(C.:):ofthis A�eement are expressly recognuzed�:as being compatible wrth:the=Elgin Mental Health CenteC..s mission. <6 NO.TIGES Alhnotices tnust:be in writin�.and sent by:certif�ed mail;return rece�ptiequested to `,.Lessor 'Lessee Illinois Department of Human Services Ci ty.o f Elfin Office of General Counsel Attn`Raymond Moller James''R Thompson Center 150.DexterCourt 100 W Ra:d'l'h Street, Surte'6-400..;: Elgin,LL 60120=555 C}ucago, Illinois:60601,: - Allnotices so forwarded°°uvill:berpresumedreceived five;(5)::businessdays following mailing. 7 UTILITIES :L'essor.will provide:only:steam and electricity to the.Wilding situated onthe pre=niseS,ZOMImonly-;nowM as:the T`&E:building until the later of occupancy by the I;essee or April 15, 20.00 after which time`:Lessee will,.provide all-desired.utilities, at its own:cost, through_ the.term ofthe lease and any ubsPquent:renewals 'Lessee spec if cally__acknowledges that there:is no potable,water available, nor:: r"ded or:the premises. Lessee agrees to be responsible for ail sewer>lines>from:and on the premises extendina.to:the point'of connection with sewer service as provided by_the Ci y:of:Elgm::" -_ 8 I��3SUR;4NCE !lessee agrees to,obtain:iiisurance, providing:coverage within limits acceptable K.to the'Lessor at its own expense .Such su_ranee._shall-includeainaI61iabilit coverage of:not less:than'$300;00Q, andcoverage of leased space againstfire and otherdamage ;This Agrreement rs contmg�nt upon a copy of_the certificate::of insurance*beiu gprovided at or before the time of execution T1uS.agreement v�till not_take effect,uniil the Lessee furnishes ahe'I;essor with.proof that the Lessee.has obtained satisfactory:insurance. 9. INDENINIFICATION .Lessee:agrees;:to:indemnify,<defend and`hold harmless.-the`State_of Illinois,sts employees-_agent .-.and:servan ts from any°and all iability_:resulting from the:use-of the leased prernisesty the'Lessee. 10. ADDITiONAL'PROYISIONS:=Lessee agrees to:provide,.all necessary:repairs and maimenance to-the vrermses:dunng the term:of the agreement:and:any..renewals:.thereof-,.Lessor , retains the:right to enter thepremises'to:repair the::preniis°s,=ifinahe_sole judgment of he'Lessor, the Lesse- has:failed to_make:repairs necessaryao assure-.that.the premises are safe:and structurally-sound after-i 0 days::notice, with the=cost=of any.repairs=being chargedao he Lessee = - - as.additional:rent: P_a 2 of 4 11 MODIFICATIONS The Lessee.arees to make; at rio expense to Lessor, any necessary modifications or alterations of the premises necess 'to its use of the remises. No.structural ary p.: repairs.or modifications may be made without fir st obtaining the pnor written consent of the Lessor.' Lessee specifically agrees that:it will erectno;structure upon the premises,except as provided herein,without.first obtaining Lessor's written,prior approval :When selecting contractors to perform contemplated modif cations or alterations of the premises,lessee ordts Sublessees shall evaluate ahe bids or proposals of not:ess than three general contractors, or contractors as the case may be, taking into account costs,qualifications, ability`of professional personnel,past records aril experience,willinoriess to meet time and budget ments, locations, and the tivorkload of the general coi tiactar or contractor.;before -essee or its' . Sublessees contract for any such work: Lessor agrees not to'unreasonably withhold consent to necessary mo"difications.or alterations Lessee agrees to ereal:chain ainlc typo fence stirroundirig the premises of nit less:than ten (.14) feet in height with gated:entrances,m th access to the East connecting roadway to ahe Elgin lvientalHealth Center Location of the=gates will be as shown on Exhibit A, attached hereto:and made a part hereof byahis reference The fence and gat-s will be erected and operable pnor to occupancyby Lessee Lessee s granted access to the property at`ariy tune subsequent to execution and pnor to occupancy:for the purpose of erecting sa4j d;fencino I2 RIGHT:OF ENTRY:Lessor shalh have free access to:the leased premises; subject to all rights and privileges of the Lessee, to znclude but not limited to use of the blacktopped drive on the premises; as shown on Exhibit A, >n order to access Elgin Mental Health Center, if and as 'necessitated°by remodeling,re paving or construction to Iessor s property 33 EXPIRATION OF TERM:..Upon the expiration of the term-of this lease,or earliez termination,the Lesse°will yield possession of the premises to the Lessor'without further notice-.:..:... Lessee agrees to return the premises toahe possession of Lessor iri good;broom cleans condition, excepf for ordinary wear and tear 14 OPERATION OF PROGRAMS:The parties agree.that Lessee and Lessor's programs and operatjons are to function;as completely separate entities,.vvith no:overlap of authority, duties or ;responsibilities other than..hose contained herein 15 SUBLEASING AND ASSIGNMENT :Lessee hall not assign nor:sublease anyportion of the leased premises.other than as indicated iri paragraph 5 under this agreement without first `obtaining written consentof the Lessor 16 SUCCESSORS The terms of this agreement are binding upon theparties and heir successors and assigns 17 'BRIBERY Lessee:states that it has not bribed nor attempted to bribe any.State;Officer or official nor..has it been convicted of any suchoffense, nor made an admission of.any such prior conduct, which is a matter or:record 18 SEVERABILITY ,Theparties to this agreement agree that if any;part of this agreement is found.to be unenforceable or contrary:to the,atatutes of the State of Illinois,the remainder of the lease,will remain iii full>force and'effect Page 3 of 4 19 :EXHIBITS: The:following:Exhibits are attached hereto:and made a part hereof: :Exhibit A=:.Survey of the leased- premises. 20 COMPLETE AGREEiY1ENT :This-agreement represents:the complete terms of-the agreement of.the arties and may only be amended or modified:by the:written mutual.agreement P_.. of the..parties°:hereto: 21 This agreement upersedes any_previous or existing agreement between the parties: 22 DISCLAIMER Lessor has maae:.no warranty,:express, unplied or:.with regard o suit, ility- '-for anyparticular purpose_of thepremises nor:any fxture nor equipment subject to this agreement :Lessee takes the premises and any::equiptnent_arfixtures and macliinery,;ao include, but not limited w. o,_any fire alarm and sprinkler: stems and all lieating:and air-conditioning and sY , plumbing equipment in"AS IS=GONDITTON' The Lessor expressly disclaims°any warranties°and auaranfes of:any kind as:ta the Year" ;2000:readiness of the premises,`building,-f ixtures,<equipment and machinery convqy,d hereunder .Lessee agrees--t at it:will hold harmless Lessor_for any suchfailure:and: any damages resultant thereto including any actual or consequential aam es. : Lessor .exprr. sly disclaims any.warran reQardinQahe:. resence.or absence of an -environmental hazard on uvon;beneath or_M .prerriisPs:ao include.any presence of ::asbestos orother_matenal` Lessormakesno representationthat the:premises are currently accessible nor in compliance witn<the :kmencans with Disabilities Act(ADA). Lessee will_assure.compliance wit i.-the AI)A 23. <CHOICE OF:LAW: This:°Agreement shall be.governed byahelaw of the State of Illinois: 24 . OPERATION<OE:P:ROGRAMS::Lessee.agrees on`behalf.of itself,,:its em.ployees,.teriants, : guests and irivrtees:that it will abide by any and all reasonable regulations or policies regarding ahe safety-and security ofthe premises to wnich the`Lessor suhijects its. loyees;tenants guests -IN..WITNESS WHEREOF::.the parties:hereto:have:hereunto:set th eir:hands and seals as of the day:of ;2000. LESSOR: . . LESSEE: State of inois City o lain t:o H Seyvi R.c b � title:'. E = title: Cit Kanaaer date: �f -�� date: June- 9., :2000 Pane 4 of4 _flan 4.'a.uu:►av,A - , . PROFaSStONAL -LA!{D SURVEYORS PL.�4T, Ft1R �E�' I:I I I I. I I �. J, _ _ . __Y_ — .. .. __. ._._ _ •• J Y YL..... ..�. I — — :: :::::�::::::']�:':�:::� I' ll: - . .- ��:�:��:;� —��i:".'�' .2 i� � -1: :1-1. 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I I � - �:.-�: , :- ��. . 11 -.i�. ��::X"-��:-i: �� ...I �, �--I-- '.....-:�.�:�i: ��:�i��-��.' � �:::� ���.- -:':��...��-�'��. :�i. .::�:':::: 1: , .'�I ' .- %�':..." , 0� � � :1.1-I...... -I�I--�.�,1. � -:- . :.I....... �...�.. ...... � ,:�:: - � ;•��.- � .-:.::- - . . -- - 1-: I :: :', . . � 1, : ':., ".. ..::1� ::': .... ..� ....�. ....... � 11 1: ... :�:. � :' -� �:�. ... ..I . - ::.-�:;:;�?Cr-�--!-L-:�-..:� ':���:.-�:: : .....:.: �.:'��.�I-. . ,:: .:::e I I...".... .1 : I .. .I'. ... - .. .: :I . . ,, ..;:;p„e- - ,.:�:�::�: ��': ,11 I . � -7-- -- �: ::: : �: : .�� !::�::.�: , : ...�. : , . ;7zZ � I� �.� .. �,� 1: . .. 1. 1. .1. � . . .. . . .,I I..”I 1,. I ,,:: :':� . -:. ,. - I "I'll. -".: '- �:: ,,:: '�:: � I , �'. .:: :... ... �. I ... �':����:(�,s,,....v,�r y 'I 11 .. �_ ., � .." ,- , , � p ..` .'. , , : -:..,::� 1. '- , ..�. ::].�11" - .. '. �� .. � ..... ��... ��!�;�:��"��"�.'':...��:��::.�:����-: -:.. �.':��......�:' ��:':�� . . . :�:- . - - -�:.:�:�::.-�, :�'�::.%.%:.:�:.:]:��,.��:��-� �'�i.�.�,.- i�i�:-�i!�..!---'li��i:�:!�:�.;4 , 1:1 I ..: ( I :� . I -- t ;; '� } I 1. 1 »- _ t -- �" ' - . '�" �, . _ . . �. y . :� • I . .I. Yar.' :.A•.— ZV� _ ..YIr.L m.lw.�•.� _- . . . ..._. . ._ - . . _. -- '". .1. I 'i.1&.I.r r i.. 4 .J Ii. L. Iriternal .Revenue :Service -Department of the Treasury District Director -Person to Contact: EO:TPA Telephone Number:: LARKIN CENTER FOR CHILDREN -1-800-829-1040 AND ADOLESCENTS 312-t35-1040 .1212 LARKIN AVE ELGIN, IL 60123-6042 Refer Reply to: 95-2261 Date.: July 10_, -1995 RE: EXEMPT STATUS EIN: 36-217-0144 This is in response to the letter, dated June 28.; 199.5, regarding your status as an organization exempt from Federal income tax . Our records indicate that a -ruling letter was issued in .January 1952, granting your organization an -exemption from Federal income tar. :under , the provisions of -Section 501(c) (3 ) of the Internal Revenue Code of 1954 . Our .records :also indicate that your organization is not a private foundation but one that is described in Section `.509(a) (1) & 170(b.) (1 ):(A) (v.i ) :of. the -Internal Revenue -Code:: Contributions made to you are deductible by donors in computing their taxable income in the manner and to the extent provided in Section 170. of .the :Internal Revenue -Code. If your gross .r.eceipts -each year are .normally 125,000_ or more., you are required to .file .Form 990, Return of 0rganizations .Exempt.-from -Income . tax by the fifteenth day of the fifth month after the end of your. annual accounting period: You are not required to file Federal -income tax returns unless you are subject_ to the tax on unr:elated .business income under Section 511 of the Coder If you are subject -to this tax, you -must file -an income tax return on -F-990-T . If :any question arises w.ithw respect to your status for Federal income tax purposes , you may use: this letter as evidence of: your exemption. This is an advisory letter. Sincerely yours, Mari l W. Day District Director i THE LARKIN,CENTER FINANCIAL STA.TEMENTS AND SUPPLEMENTARY INFORMATION i i YEARSENDED I J NE 30,2011 AND 2010 i. i 1 i I i . i i i i i CONTENTS Page Independent Auditors' Report 1 Financial Statements: Statements of Financial Position 2 Statements of Activities 3 Statement of Functional Expenses . 4 Statements of Cash Flows 5 Notes to Financial Statements 6- 15 i I I� I I } ERIC J. FERNANDEZ.& CO. C E R'T I"F l .E.D P U B L I C A C C O U N T A N T S .INDEPENDENT AUDITORS r REPORT Board of Directors The'Larkin Center Elgin,Illinois We have.audited the-accompanying statements of financial-position of The Larkin Center(a-not- for-profit organization)as of.June 30,2011 and 2010 and the Telated statements of activities, functional expenses•and cash flows for the years.then ended. These-financial statements are the ! responsibility of the Center's management. Our-responsibility is to express an.opinion on these financial statements based.on our audits. We conducted our audits in accordance with auditing-standards.generally accepted.in the.United States of America.and the standards applicable to.financial:audits contained in Government Auditing Standards issued bythe Comptroller General of the United States. Those standards require that we plan:and perform the audits to obtainTeasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used-and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion,the.fmancial.statements referred to:above present fairly,in.all material respects, the financial position of The Larkin Center as of:June 30,201-1 and2010,-and the changes in its net assets and its cash flows for.the years.then ended in conformity with accounting principles i generally accepted in the United States of America. In accordance with Government Auditing Standards,we have also issued our report dated December 19,2011 on our consideration of The Larkin Center's 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 is to describe the scope of our testing of internal control over financial Teporting:and on compliance and the results of that testing, and not to provide an opinion on the internal.control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in assessing the results of our audits. West Dundee,Z40�,- n s December 19, 2011 I 895 West Main Street •West Dundee, IL 60118 +Telephone 847/428-7400 Fax 847/428-0307 420 N. Front Street, Suite 202 .McHenry, IL 60050 o Telephone 815/344-7720 0 Fax 815/344-7773 www.ej fcpa.com THIS PAGE INTENTIONALLY LEFT BLAND THE LARHIN CENTER �STATEMMNTS OF FINANCIAL,:POSITION .JUNE 30,2011 AND 2010 i ASSETS 2011 2010 .ASSETS: i Cash $ 168,098 $ 102,575 Restricted.cash '15,167 14,432 Investments 439,745 786,010 .Accounts receivable,net of,allowance for _doubtful accounts of$5,000 in 2011 .and$6,522.in 2010 815,373 788,941 Prepaid.expenses and deposits 92,694 79,597 Land,buildings and equipment,net of accumulated depreciation of.$3,590,910 in 2011:and33,398,043 in 2010 1,773,919 1,907,939 Total.assets $ 3,304,996 $ 3:679,494 LIAB MMS AND NET ASSETS 2011 2010 LIABILITIES: Loans payable $ 140,456 $ 148,456 Line of credit 742,790 854,500 Accounts payable 450,607 435,294 Accrued expenses 265,441 245,941 State.agency advances 395,829 297,208 Long-term debt 1,013,676 1,435,663 Total liabilities 3,008,799 3,417,062 NET ASSETS: Unrestricted (210,332) (157,054) Temporarily restricted 72,090 33,693 Permanently restricted 434,439 385,793 Total net assets 296,197 262,432 $ 3,304,996 $ 3,679,494 The accompanying notes are an integral part of the financial statements. 2 i THE LAR GN CENTER STATEMENTS OF ACTIVITIES YEARS ENDED,NNE-30,2011 AND 2010 j 2011 Unrestricted Restricted Funds Funds Temporarily Permanently Total REVENUE AND SUPPORT: Contributions and donations $ 206,143 $ 105,676 $ - $ 311,819 Grants 510,831 - - 510,831 Fees 8,239,453 - - 8,239,453 Miscellaneous income 1,023 - - 1,023 i Program income 132,433 - - 132,433 Net-assets released from restrictions 67.279 (67.279) - • Total revenue and support 9,157,162 38,397 - 9,195,559 -EXPENSES: Program services: Residential 3,199,916 - - 3,199,916 Education 1,992,489 - 1,992,489 Transitional skills center 950,403 - - 950,403 Adult transitional living program 232,866 - - 232,866 Community programs 313,556 - - 313,556 Special six to twelve 1,146,398 - - 1,146,398 HUD 339.559 - - 339.559 Total program services 8,175,187 - - 8,175,187 Supporting services: Management-and general 891,541 - - 891,541 Fundraising 162.829 - - 162.829 Total expenses 9.229:557 - - 9.229.557 Changes in net assets before investment gain(loss) (72,395) 38,397 - (33,998) Investment gain(loss) 19.117 - 48.646 67.763 1 Change in net assets (53.2781 38.397 48.646 33.765 Net assets, beginning of year (157.054) 33.693 385.793 262.432 Net assets, end of year S (210.332) S 72.090 S 434.439 S 296.197 +i I I .. i I The accompanying notes are an integral part of the financial statements. 3 i I . ..-.............. ......... 2010 Unrestricted Restricted Funds 1 Funds Temporarily Permanently Total ;REVENUE AND.SUPPORT: Contributions and donations $ 289,418 $ 46,752 $ - $ 336,170 Grants 507,167 - - :507,167 Fees 8,432;919 - - 8,432,919 Miscellaneous:income :5;790 - - 5,790 Program.income 138,465 - - 138,465 Net:assets released.from restrictions 41,839 (41,839) - - Total revenue.and support 9,415,598 4;913 - `9,420,511 EXPENSES: Program.services: Residential .3,288,201 - - .4135288,201 Education 2,225,666 - - 2,225,666 Transitional skills center 1,031,172 - 1;031,172 -Adult transitio:Qal.living program 240,450 - 240,450 Community programs 252,757 - - 252,757 Special six to twelve 1,255;378 - - 1;255,378 HUD 3.13,426 - - 313,426 Total program services 8,607,050 - - 8,607,050 I Supporting services: i Management and general 984,428 - 984,428 Fundraising 217,450 - - 217,450 Total expenses 9,808,928 - - 9:808.928 Changes in.net•assets before investment gain(loss) (393,330) 4;913 - (388,417) Investment gain (loss) 33.802 - 29.164 62.966 Change:in net assets (359.528) 4.913 29.164 (325,451) 474 28 780 356 629 587.883 Net assets, begmnmg of.year 202. i Net assets;end of year $ (157,054) ..$ .33,693 $ 385.793 -S 262.432 i TI[E LARIUN CENTER S'I'A'1TEMENT OF FUNCTIONAL EXPENSES FOIL THE YEAR ENDED.TUNE 30,2011 WITH COMPARATIVE TOTALS FO[i THE YEAR ENDiAJ.TUNE�6,20.10 PROGRAM SERVICES . ADULT MANAGE- TRANSITIONAL TRANSITIONAL SPECIAL MENT TOTAL TOTAL LIVING SKILLS COMMUNITY six I'D PROGRAM FUND AND EXPENSES EXPENSES RESIDENTIAL EDUCATION PROGRAM CENTER PROGRAMS TWELVE HUD TOTALS RAISING GENERAL 2011 2010 Salaries and wages $ 2,314,503 $ 1,313,068 $ 115,206 $ 712,077 $ 139,030 $ 821,750 $ 160,858 $ 5,576,492 $ 44,983 $ 570,541 $ 6,192,016 $ 6,520,901 Payroll taxes 186,040 107,182 9,203 54,964 10,934 67,738 10,556 446,617 3,480 46,439 496,536 544,610 Fringe benefits 230,654_ 122,998 14,031 70,936 ._ 14,163 77,371 24,536 554.689 5,116 57,982 617,787 709,836 Total salaries and related expenses 2,731,197 1,543,248 138,440 837,977 164,127 966,859 195,950 6,577,798 53,579 674,962 7,306,339 7,775,347 Fees and contracts 31,921 42,110 8,830 8,830 115,657 9,243 1,875 218,466 352 64,247 283,065 293,862 Consumable supplies 86,394 54,222 4,776 23,151 3,360 66,712 11;318 249,933 12,941 9,244 272,118 270,346 Occupancy 104,783 189,774 71,161 32,389 20,442 33,365 105,554 557,468 895 23,514 581,877 595,364 Local hansportalion 89,426 3,103 1,485 16,204 714 19,009 8,944 138,885 59 405 139,349 136,662 Specific assistance 32,206 - 227 5,758 4,209 409 42,809 - - 42,809 49,866 Equipment rental 2,358 802 309 1,053 421 4,678 1,902 11,523 6,135 1,522 19,180 19,103 Communications 11,411 5,680 1,360 1,655 341 13,700 841 34,988 3,373 14,325 52,686 67,638 Employee development 4,376 1,865 136 1,016 546 560 300 8,799 49 54,613 63,461 44,013 Public relations 32 12 2 5 1 39 - 91 3,082 1,420 4,593 14,529 In-kind expenses - - - - - - - - 73,362 - 73,362 116,129 Miscellaneous 73,483 42,576 4,795 18,300 7,179 21,605 6,067 174,005 7,813 16,032 197,850 231,970 Total expenses beroredepreciation 3,167,587 1,883,392 231,521 946,338 312,788 11139,979 333,160 8,014,765 161,640 860,284 9,036,689 9,614,829 Depreciation 32,329 109,097 1,345 4,065 768 6,419 6,399 160,422 1,189 31,257 192,868 19099 Total expenses before management and general allocation 3,199,916 1,992,489 232,866 950,403 313,556 1,146,398 339,559 8,175,187 162,829 891,541 9,229,557 9,808,928 Management and general allocation 371,071 230,695 14,216 129,540 20,182 142,758 33,246 941,708 50 167 8( 91,541) - - Total expenses ,qj_ } 7987 $ 2.223.]84 $ 247.082 $ 1.079.943 7i8 S 1.289.156 S 372_805 59.116.895 $11_2.662 �® R 9.229.557 $u 9.808.92R The 4ccompanying notes are an integral part of the financial statements. 4 THE LARKIN CENTER 'STATEMENTS OF CASH FLOWS YEARS:ENDED.dUNE 30,2011 AND 2010 i 2011 2010 �CASH:FLOWS FROM OPERATING ACTIVITIES: Change in net assets $ 33,765 $ (325,451) Adjustments to reconcile change in net assets to net.cash.provided by operating.activities: Depreciation 192,868 194,099 Unrealized loss on investments 44,001 33,530 Decrease(increase).in operating assets: Receivables (26,432) 341,708 Prepaid expenses (13,097) (19,534) Increase (decrease)in operating liabilities: Accounts payable 15,313 27,993 .Accrued expenses 19.500 (20.114) I Total.adjustments 232.153 557,682 Net cash provided by operating.activities 265,918 232.231 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds on investment sales 422,794 - Purchases of property and equipment (58,847) (12,852) Purchases of investments (120,531) (90.483) Net cash.provided by(used in)investing.activities 243,416 (103,335) CASH FLOWS FROM FINANCING ACTIVITIES: Advances from state agencies 98,621 (110,399) Net borrowings(payments)on line of credit (111,710) (247,044) Payments on long-term debt (429,987) (109.330) Net cash (used in)financing activities (443,076) (466,773) Net increase(decrease)in cash 66,258 (337,877) Cash at beginning of year 117,007 454.884 Cash at end of year S 183.265 S 117,007 I I Supplemental information: Cash paid for interest S 173,275 S 219.414 The accompanying notes are an integral part of the financial statements. 5 I I i THE LARKIN CENTER NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of The Larkin Center is presented to assist in understanding the Center's financial statements. The financial statements and notes are representations of the Center's management, which is responsible for their integrity and objectivity. NATURE OF ACTIVITIES The Larkin Center(the Center)is an Illinois not-for-profit corporation,which provides residential care and education programs for its clients primarily in the Chicago metropolitan area. ACCOUNTLNG METHOD The Center reports information regarding its financial position and activities on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. FUNCTIONAL ALLOCATION OF EXPENSES The costs of providing the various programs and other activities have been summarized on a functional basis in the statement of activities. Accordingly, certain costs have been .allocated among the supporting services benefited. The statement of functional expenses includes certain prior-year summarized comparative information in total-but not by function. Such information does not include sufficient detail to constitute a presentation in i conformity with generally accepted accounting principles. Accordingly,such information should be read in conjunction with the Center's financial statements for the year ended June 30,2010, from which the summarized information was derived. l USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles 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. Actual results could differ from those estimates. r' 6 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) ACCOUNTS RECEIVABLE The Center carries its accounts receivable.at.the outstanding principal balance-adjusted for -the allowance for doubtful accounts. The.allowance.for doubtful accounts is estimated based on the Centers historical bad debt experience,the aging of the receivables and on management's judgment. Accounts deemed uncollectible are charged to the allowance for doubtful accounts. Any finance charges earned on open accounts receivable.are recognized when received. The allowance.at June 30, 201.1 and 2010 was$5,000.and$6,522, respectively. LAND,BUILDINGS AND EQUIPMENT Land,buildings and equipment have been recorded at cost if purchased, or market value at .time of donation if received as.a gift. .Depreciation of buildings.and equipment is provided over the estimated usef it lives of the respective assets on a straight-line.basis. The useful lives of buildings and equipment for purposes of computing depreciation are as follows: .Buildings-and improvements .5 - 35 years Equipment 3—10.years Vehicles 5 years :Software 3—5_years Leasehold improvements 10 years Additions and betterments of$500 or more are capitalized while repairs and maintenance that do-not improve or extend the useful lives of the respective assets are expensed. INVESTMENTS Investments are measured at fair value, determined by quoted market price,in the statement. of financial position. Investment income or loss (including gains and losses on investments,interest and dividends) is included in the statement of activities as increases or decreases in.unrestricted net assets.unless the income or loss is restricted by donor or law. SUPPORT AND EXPENSES Contributions received and unconditional promises to give are measured at their fair values and are reported as an increase in net-assets. The Center reports gifts of cash and other assets-as restricted support ifthey are received with donor stipulations that limit the use of the donated assets, or if they:are restricted.as support for the future periods. When a donor restriction expires,that is,when a.stipulated time restriction ends or the purpose restriction is accomplished,temporarily restricted net-assets are reclassified to unrestricted net assets and reported in the statement of activity as net assets released from restrictions. Donor restricted contributions whose restrictions are met in the same reporting periods are reported as unrestricted support. 7 L SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) SUPPORT AND EXPENSES (continued) The Center reports.gifts of goods and equipment as unrestricted support unless.explicit donor stipulation specifies how the donated assets must be used. Gifts of long-lived assets with explicit restrictions that specify how the assets are to be used and gifts of cash or other assets that must be used to acquire long-lived assets are reported as restricted support. Absent explicit donor stipulations about how long those long-lived assets must be maintained,the Center reports expirations of donor restrictions when the donated or acquired long-lived assets are placed in service. Expenses are recorded when incurred in accordance with the accrual basis of accounting. DONATED SERVICES .A substantial number of volunteers have donated services to the Center's program services and fundraising campaigns during the year; however, these donated services are not reflected in the financial statements since the services do not require specialized skills as defined by.generally accepted accounting standards. The Center also receives free rent at the Larkin School. No determination of the value of this donated facility has been made. Materials and other assets received as donations are recorded and reflected in the accompanying financial statements at their estimated fair values at the date of receipt. CONCENTRATION OF CREDIT RISK i The Center maintains its cash and cash equivalents in a local financial institution in Illinois. I The Federal Deposit Insurance Corporation(FDIC) insures the balances up to $250,000 during 2011-and 2010. The balances at times may exceed the federally insured limits. The Center believes it is not exposed to significant credit risks on these accounts. There were no uninsured balances at June 30, 2011 and 2010. RESTRICTED CASH Restricted cash consisted of the following as of June 30, 2011 and 2010. 2011 2010 LAN program 5 167 14.432 The restricted cash for the LAIN program represents cash that the Center holds as an agent on behalf of the LAIN program. 8 2. ACCOUNTS-RECEIVABLE Accounts receivable consisted of the following:at June-30,2011 and.20.10: 2011 2010 Due from.State.of Illinois agencies $ 596,470 $ 590,720 Due-from Illinois school districts 211,977 168,092 Other receivables 11,926 36,651 Allowance for doubtful.accounts (5,000) (6,522) 8 5 3 788 41 3. LAND,BUILDINGS AND EQUIPMENT .Land,'buildings and equipment consisted of the following at.7tme 30,201-1 and 2010: 2011 2010 Land $ 86,100 $ 86,100 Buildings 2,288;679 2,288,679 Equipment 752,966 749,120 Vehicles 134,477 134,477 Software 120,625 65,624 Leasehold improvements 1,981,982 -1,981,982 5,364,829 5,305,982 i Less:.acctunulated depreciation (3,590,910) (3,398,043) 1$ •773:91 1 07 4. . INVESTMENTS Investments consisted of the following at June 30, 2011 and 2010: 2011 2010 Money market-accounts $ 12,131 $ 164,719 Corporate bonds 174,309 217,173 f Equity securities and mutual funds 248,000 398,616 Cash surrender value of life insurance policy 5,305 5,502 43 745 786 010 FASB ASC 820,Fair Value Measurements, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 i I 9 i 4. INVESTMENTS (continued) �I assets or liabilities (level 1 measurements).and-the lowest priority to unobservable inputs I (level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: Level 1 inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in-active markets that the Center has the ! ability to access. i Level 2 Inputs to the valuation methodology include: quoted prices for similar assets or liabilities in active markets-, quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that are observable for the asset or liability; inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual)term,the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. I The asset or liability's fair value measurement level_within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable'nputs and minimize the use of unobservable inputs. Following is a description of the valuation methodologies used for assets measured at fair value. Money Market Accounts: Based upon actual cash balance at year end. U.S. Treasury, Government and Corporate Bonds: Valued at closing prices reported in the active market in which the bond is traded. Equity Securities and Mutual Funds: Valued at the closing price reported on the active market on which the individual securities are traded. Cash surrender value of life insurance policy: Based upon cash surrender value at year end. The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Center believes its valuation methods are appropriate and consistent with other market i participants,the use of different methodologies or assumptions to determine the fair value Of certain financial instruments could result in a different fair value measurement at the reporting date. 10 4. INVESTMENTS (continued) i Fair V alue:at June 30,2011;-as follows: Quoted Prices .Significant in Active Other Significant Markets for Observable Unobservable Identical Assets -Inputs Inputs .Description 6/30/2011 (Level l) (Level 2) (Level 3) I Moneymarket accounts $ 12,13:1 $ 12;131 $ Corporate bonds 174;309 174,309 - - Equity securities and mutual.funds 248,000 .248,000 - - I Cash surrender value of life insurance policy -5,305 5,305 - $ 439;745 $ 439,745 S - Fair Value at June 30, 2010, as follows: Quoted Prices Significant m Active Other Significant Markets.for Observable Unobservable Identical Assets Inputs Inputs Description 6/30/2010 (Level l) (Level 2) (Level 3) Money.market accounts $ 1647719 $ 164,719 $ Corporate bonds 217,173 .217,173 - - Equity securities and 398,616 398,616 - mutual funds Cash surrender value of life insurance policy 5.502 5,502 - - $ 786,010 786.010 11 � i i 5. LONG-TERM DEBT 1 i Long term debt consisted of the following at June-30, 2011 and 2010: 2011 2010 Note payable,matures in December of2011,payable in monthly installments of$12,752, including interest at 7.45%, collateralized bypledged securities and mortgag es on properties located on Koshare Trail, Shady Oaks Drive,Dartmouth Drive, and Larkin i Avenue. $ 979,768 1,387;793 Note payable,matures in July of 2013,payable in monthly installments of$338, bearing no interest, collateralized by a vehicle. 8,458 12,180 i i Note payable,matures in July of 2013,payable in monthly installments of$335,bearing no interest, collateralized by vehicle. 8,385 12,073 Note payable matures in August of 2013,payable in monthly installments of$294,bearing interest at f 3.9%, collateralized by.a vehicle. 6,763 9,982 I Note payable,matures in April of 2014, in monthly installments of$303, bearing no interest, collateralized by a vehicle. 10.302 13.635 1,013,676 1,435,663 Less current portion (995.012) (62,716) 18 664 SJ 3 12-9 47 Principal payments on long-term debt to maturity are as follows: Year ending June 30, 2012 $ 995,012 2013 14,960 2014 3.704 $1.013.676 Interest expense on a long-term debt and the line of credit totaled$173,275 and$219,414 for the years ended June 30, 2011 and 2010,respectively. ` I I 12 i i I 6. LINE OF CREDIT -The Center-maintains.a.$900,000 line of credit with.a bank. The note is collateralized by .all business.assets:and real estate, and expires in December of 2011. Interest on any outstanding balance-is due monthly at the prime rate plus 2%with.a minimum rate of 7%. The interest rate was-7%.at.June 30,2011. :The-balance outstanding on the:line of credit was$742,790.and.$854,500.at June 30,2011.and 20.10,-respectively. 7. LOANS PAYABLE The Center has-two:short.term notes payable to related parties of$100,000 and$40,456 at .June 30,20.11 and$100,000 and$48,456 as of.June 30,2010. The notes are unsecured, . payable on demand and bear interest of3.5%.and 0%,respectively. i 8. CONTRACT FEES/STATE AGENCY ADVANCES The Center has contracts to provide services with the Illinois Department of Children and Family Services (DCFS) and the Illinois Department of Human Services (DHS). A :significant portion of fee revenue is provided under these contracts. These contracts can be terminated within 30 days by either party. In addition,The Center contracts with approximately 2l:school districts to provide special education for-students within those. districts.. A summary of fee revenue by source for the year ended June 30,2011 and 2010 was as follows: 2011 2010 I DCFS—residential care $3,910,422 $4,058,806 Illinois school districts—day treatment _2,193,750 2,190,112 DHS—residential care 1,179,792 1,095,990 Other 955.489 1,088.011 $8,239453 8 432 919 The contracts stipulate that DCFS is.entitled to any excess of revenues over allowable -expenses. In prior years,-The Center-has had excess revenues which have not been required to be returned to DCFS. These amounts have'been recorded as advances as of June 30, .201.1 and 2010_as follows: 2011 2010 Advances 39 82 297 208 I i 13 9. OPERATING LEASES The Center leases buildings, equipment,vehicles, and apartments for certain programs under various operating leases which terminate at various dates through 2014. The Center is responsible for repairs and maintenance and adequate insurance on the vehicles. The Center is also responsible for certain utilities pertaining to the apartments. Rent expense included in operations under these lease agreements totaled$257,949 and $199,282 for the years ended June 30, 2011 and 2010,respectively. The aggregate future minimum lease commitments on these leases are as follows: Year ending June 30, 2012 S 197,328 2013 76,642 2014 48,238 2015 38,871 2016 38,871 Thereafter 6.478 $ 406.428 10. TAX STATUS The Center is exempt from income taxes under Section 501(c)(3) of the Internal Revenue Code,by a letter dated July 10, 1995 except for any taxes on unrelated'business income. The Center had no unrelated business income during the years ended June 30, 2011 and 2010. Accounting principles generally accepted in the United States of America require Center management to evaluate tax positions taken by the Center and recognize.a tax I liability(or asset) if the Center has taken an uncertain position that more likely than not would be sustained upon examination. The Center has analyzed the tax positions taken, and has concluded that as of June 30,2011 and 2010,there are no uncertain positions taken or expected to be taken that would require recognition of a liability(or asset) or disclosure in the financial statements. The Center is subject to routine audits by taxing jurisdictions. However,there are currently no audits for any tax periods in progress. 11. CONTINGENCIES The Center receives grants from several state and local governmental agencies. The disbursement of grant funds requires compliance with terms and conditions specified in the grant agreements and are subject to audit by the grantor agencies. Any disallowed claims resulting from such audits could become a liability to the Center. However, management believes that any such disallowed claims would not have a material effect on the financial statements or the overall financial position of the Center. i 12. TEMPORARILY RESTRICTED NET ASSETS Temporarily restricted net assets of$72,090 at June 30, 2011 and $33,693 at June 30, 2010 consisted of donations restricted for specific uses that had not been spent as of the end of the fiscal year. 14 1 i 13. RETIREMENT PLAN The Center maintains a defined contribution 403(b)plan which:is.available to.all employees who.have completed one-year of service of 1,000.hours or more. During 2011 -and 2010,The Center matched 100% of the employee's contributions on the employees' first onepercent of salary. Contributions to the plan are funded on.a current basis. The Center's contributions to the plan for the.year ended.June.30,2011_and 2010 were$22,367 and"$24,047,respectively. 14. PERMANENTLY RESTRICTED NET ASSETS Permanently restricted net:assets of$434,439:and.$385;793:at June 30,2011 and 2010, respectively,represent:a_gift trust_restricted_to investments in-perpetuity. 'The trustee decides the.amount of-the money to distribute.to.the Center.annually. The income distributed from-the trust is unrestricted and is recorded as investment income in unrestricted.net assets. -.The.undistributed income is recorded as investment income in restricted net assets. 15. SUBSEOUENT EVENTS The financial statements were available to be issued on December 19,2011,with subsequent events being evaluated through that date. 1.6. PENDING LITIGATION The Center is a defendant in a pending lawsuit involving a breach of contract for failure to pay for insurance coverage and for worker's compensation claims. The Center is vigorously defending the case and the amount of the possible loss to the Center ranges from $0 to $100,000. :Since it is not possible to determine the outcome,no amount has been accrued in the financial statements for the loss. According to the Center's attorney, any loss from-this litigation would not materially affect the operations of the Center. I 15 � r trr r The Larkin Center .1212.Larkin.Avenue Elgin,IL:60123-6042 Teaching Skills-Changing Lives BOARD`10F.DIRECTORS:LIST-.2012 PRESIDENT BOARD MEMBERS June Wooten,Family Case Manager, Myra Becker,Retired Educator Kane County.Health Department 1771 Country Knoll Lane 1207 Parkview Drive Elgin, IL 60123 Elgin' IL 60123 (947).741-2780-H (847)345-8525=C e-mail:.mmmyrabf&)aol.com (847)695-8525-H 5th Term Expires 2014 (847)695-7720-F e-mail:.:DUCB (a)aol:com Jack Hein 3`d Term Expires 2013 Thrivent 790 Springhill Ct. I"VICE PRESIDENT Elgin,IL 60120 Beth Kruger,PMP, Professor (847)695-9685-0 DeYry University e-mail:iack.heinlakhrivent_com 1001 Meadow Lane 8'h Term Expires 201`3 Elgin,1L 6012341429 (847)697=7163-14 Tamara J.Nilsen, Community Volunteer e-mail:bkrueer. (Riamail.com 7N925 Columbine West Road 2'd Term Expires 2013 Saint Charles,IL 60175 630.762.397040/H .TREASURER. 630.715.0737-C John J.Cullian,Jr.,P.E.; e-mail:tin ilsentatcomcast.net Litcon Group I"Term Expires 2013 441 Oxford Lane Crystal Lake,IL 600)4 Omar Santos (815)477-7370-H 355 Victoria Lane (815)341-9428-C Elgin;1L 60124 e-mail_icullianraglitconaroup.com. (847)337-4401-C 2°d Term Expires 2013 e-mail:.omar.santosta.hotmail.com I"Term Expires 2015 SECRETARY Danise Habun, Chair,.Human Relations Commission, Robert L.Schrieber,Managing Director City of Elgin Wells Fargo Advisors,LLC 150 Dexter Court 713 Jamestowne Rd Elgin, IL 60120 Sleepy Hollow,1L 60118 (847)754-8064-.0 (847)608-9790-0 e-mail:.dhabunia msn.com e-mail:.robert.schrieberta,,wellsfarcoadvisors.com 1"Term Expires 2014 3`d Term Expires 2014 11120/12 i As°soc�ateDirector/COO �� „ �g Day Treatment Therapists Admission's/Discharge r Planner � n Glmical Aamrnistrator Dean of Students u CQI Coordinator l7irec or. Interventioii Worker's MIS Staff Administrator for Staff anct Curiiculrim Development Teachers;Teaching " antl Principal '' AssistanfsI PSS; Asst. Supervisors; H Gr.o..upH...ome Chi Id Care Worker I; Education Assistant; Supervisors Child Care Workers Clerical Y Residential Director -- Therapists, Case Transition Transition Manager§ Specialists Coordinators SST Program birector Unit Supervisor Assist,Supervisor, Child care Worker I .. Child Care Workers Therapist, Caseworkers wi`` .. t' p g ' Director of s "_ Director`o�Clrrncal Residential Clinical Therapists, : Adult Services Services Su ervisors Case Maria ers E Vocational Coordinator ... Consumer Advocates Nursing Supervisor Registered Nurses I _ I �4 al�1 4 �� AJI p h..Y t� "s�•. Executive i7irector k�,tFf`�Ae1K'� ,m�.. ,vs Controller; Bookkeeper A/P; I �I'a4 Bookkeeper A/R,A6666: ccountant; m t CFO a a H it i6i Yr�Y ply u.ry,�,td�Jrlr, a^ �.I tS�r�N. .. .. , u y Purchasrng_ManageF .I � G i Food Service Supervisor H.R.Associate u t Payroll Associate , i I Cooks, Cooks Assistant Network Administrator Su ort Services i� I pp t! Reception Team Leader Recepti and Data Associate Ut Human Resource a,d�tl.�i.�wIw.�luJdalAxrn�u,�6a�ia�s+�,d�4iiw II ��'I� I"I'�DlfeCtOr Yh�9'� i g f Communi ty.Counseling � Therapists Maintenance Supervisor ,. Community Counseling Liaison m�r-W Maintenance Workers Staff,Developent : Community Counseling t Ire Ctora lm,r,, a Drreclor�'of Com'Mi.—I y,`; Case Manager....... 1,• and Transitiori,Services� h' TSC Therapists � .. Case Worker Dev. Associate TSC Unit Coordinators. P.R.Associate L I, Adult Mental . Health Workers. j i i Board of Diiectors ree �i #ae§ Exectlive birector � Associate DrrectorlCOO ,� z ' x AdmissionslQA 441itQ.w+,w..n.E Director CFO , -Human;Resource Director. t.� Clinical Ad`mirnstrator; for cation an4 i St"aff Development k D.irectoc bi'rec�or,of Chrn cal x i Services Director of Corninurnt,"antl ; Transition eimces Residential Director r Suppoit Services 'S,upervisor i.. "'�Directorof Adult 5erv�ces y -, t - -_ _ t - = a 77 r f_ _ _ } y�yqq� _ g - - _ - - --a .. �� - - - = _ _ X717 ProvidenceLane = - = Crystaf Lake; lllinors'fi0012 r J - 1iAobiie 1815-404-7 1.2 - - st s - .maltvrratbennba a�yahoo corn - L-inkedin°Profile,}h�%hnrwwainkedincamldutiRhomas-welte�/?Ja5/4�b - , '� _ Twenty year prnfessrorral career directing financial functions for challenging and.,complex operations 501(c)3 managamenf qualifications Skilled decision-maker,problem solver�antl team __ _ leader Mave fhemerrfalrty to take acomplaz initiative and cn3ate a'lrnear process to complete pr�ects° Overtenyears-expenence_rr finance antl accounting serving multiple venues including - . . manufactunng business services and not fnrprofits Areas of expertise rndude 1 _ _ - z = j _ _ d z- , _ { ;� _ s, - Strategic`Plarimng 8 Development z Frnanraal AdmirnstraUon/Budgetmg - - - _ Accounting SystemsDesign/lmplementatr ow -General Accounting Operations f -_ =_f •� ?Business DperationlDevelopment Program ¢Capital Impr>;vement Pfanrnng - - o Fiscal Planning l;<Reporting • InformatwnT_echnology Planrong Operations Management z - y •Asset and Lability Aanager - r b " 3_'iT -� -_-3 Prowde financraland irves6iient leaiiershrp to acoelerete growth;texpansron and drveisrficadon =ocuseii efforts.on stra3ngtherirng cgrporatebusrness tnfrestructura9rntroducrng°'sounciiinancial _ polrcres;and irnp/emen6ng advanced:rnformabon technologies Recanl of enhancing revenue;= contarniii znsts�nd maxrmtiin em to rforrnance - - - g _r _ - 9 P Y�Pe - - = _ _ - - -_ - __ t: -� _ - = r .. . 3._. - F -- - } areerz5ummarv �= { _ - - • ireded:all financial and accounting work mcluding,policy and procedure.definitions - • -Prepared comprehensive financial- iysis, reviews and recommendations including nankin functions and lo bona) lanrnn acb sfor<Fioanceand MiS - - pera, 9_ ih. . Focused on peiformance improvement and providing results within defined time penods y _`_ _A communicator who.insure : eo-1 lr _d__ tand goals and�contribute to:protittatile;cost reduc►ng posdnie end,resutts = �- - T $ Manager_that tialances revenue�nd=expenditures and oven es contract administration tAAanageand develop staff in multiple-facets-ofiaccounting purchiasmg;andffacality - : - management-in addition to administratnre staff development and.JS procedures=_ i F _ _ Dlr ii'ctor of Operations w - _ = - 1lhnois Math and Science Academy Aurora IL t , m November 2007 Present: - - - 'Acfifevi�merrts:=As a Director held full�res nsibil' for dinechn all accounbn :o po �Y 9 gr Perations and r monitor<nglfinancial performance for=the 50'I'(c)3 entity:Reduced`theudtt timetable by_forty five - _ _ ::days and constr_ucW detaile coperational Plans fior=automabng banking, investing andAmonth;end _ reporting implemented new computer system resulting m enhanced,arl !. rneiy*reporting - - .. Improved investment.portfolio from;$2 5M to$4 8M€in lesshan four years Oversight of the Risk j. Managementfunctions°and loss control programs.relatingi#o liability exposure _- _ _- Director of tlRanagement Services,; _ VllaQe of BensemAI16 zIL - Sepfember 2006 July 2007. rAchfevemerrts: .Constructed and r reorganized financiah and _administrative-operations _of the = _ municipality _improving both- h _;position =and, banking`�relabonships Provided;-turnaround = management that.improved-community=relattons-<cashAaw .bill payment processing an futility billing=Reduced payables by_sndyin+o days and improvetlreceivables by fifteen-days - _ '- _ _ - _ _ _ - -1 - -_ _ - _ - _ - AR - 4 `° - - - - Controller Concor> is Univen;ity River Fore Il_, � July 2004 July20bt3 = �►cfiievetroetrts:±irred_to rmpnoved; ?reasury and Controllership fur coons-of the-tuniversrty .11 _Consolidated all bank operations and rmplemented.web basetl banlung requiting=rn'improved_cash Axiom %W8 flow Established daily rnvestment.ac counong procedures resulting m more tliversifled,and ligwd portfolios W J - _ -11. y - h - z _ _ - f _ - - Directar:nf Cen>aer operations = -1.~+ . . DeVry Inc Addison, IL September2001 aune2004 11 �ctiieve'mbw1ts improved,revenue :and enrolments by A Arty Yve peroent .andt=eliminated-staff 14 - turnover=at�eachF sssrgnetl acatlemrc=#aOity Developed and improved intemaf rontmis on faculty _7.1 h nng anti standartl¢etl� a annual operating planprocesses _ - - ; - �EDIJ �i�'�IOI�d t , Q�J�I�IC1��I®NS -11 t = - _ -, = y k } _ _ _ - _ 1 _ _ _ - :i NotthwestemLUnnrersity,Evanston, Illinois Eaec�ve. usmessldncahonTrogitsm - _ X001 '. y ,MT tine year�post,graduateschool,program offered#o�expenenced MBA Degreed execs Lives enabletlf_meto expandndfurther cieVelop my knowletlge ofbusiness management astiwellas 4 .: , develop r ,.subject Imowled a and apply this inthe classroom and in ractice iisin the.latest �- g M p g .thWAWamlechnrques = Presented flnancaal models.,_1.,'.b ctrng'best {Canstructedfand mmunicated- netums°on}rnvestrrients,' rF = cial analysistechrnques dealing T. finan F ss 7 m numerousrmethodologres 4 - _ ,:eller Graduate School of:Management, Chicago, Illinois Miii e. nf'4sas eas i3�r�aisEa�eoa' 1991 ' �+` �Emptrasis on�Finance and'Management Business Plan Development _ _ _ += Applietl Statistical Analysis _ Communication=&Planrnng _ - - - No.hem Ilhnors{Unrversrty,DaKaib, Uhnois = Baccalanrente oil Scaence FoI MW Se)lence& conoffiics 9 985 lfl _ = - _ A liberal< rts -education which taughtYrre h' ,16 think rationally,act intelligently,and iead iesponsibly - _ - J _ _ � t = _ _ _ . . ..:::. Association for;FinancialrProfessionals _ ?umaroundiManagemeri Association _ Association of Government Accountants Certifietl Govemment Financial Manager r .; - 3 a _ _ _ _ ,. — _r _ i ,.r a, .. — a, _ _ „ , 1/M -i'. .-_ t _— - — -' _ _ References avatlable upon request �;_ z ;_ F f r ,I -t" '_- ty _ - - - _ _ _ - _ _ - iiiii -., ----- ;j, �- . -., .,_ .,_-3, --��L .:�:_ � _:E:..:,- L2 _ � �Azn ", M;M'1��L. ,. - � :�_.___. - --- , ��. ,__�. ,�': .:�_ i� EXHIBIT B ASSURANCES The SUB-RECIPIENT hereby warrants and represents that it will comply with the regulations, policies, guidelines and requirements with respect to the acceptance and use of CDBG funds in accordance with the ACT and the City of Elgin policies. Also, the SUB-RECIPIENT certifies with respect to the grant that: 1. It possesses legal authority to make a grant submission to the CITY and to execute a community development and housing program; 2. Its governing body has duly adopted or passed as an official act, a resolution, motion or similar action authorizing the person identified as the official representative of the SUB-RECIPIENT to execute this 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 this Agreement and to provide such additional information as may be required. 3. Prior to submission of its application to the City,the SUB-RECIPIENT has: (A) Met the citizen participation requirements of 570.301(b) and has provided citizens with: (1) The estimate of the amount of CDBG funds proposed to be used for activities - that will benefit persons of low and moderate income; and (2) Its plan for minimizing displacement of persons as a result of activities assisted with CDBG funds and to assist persons actually displaced as a result of such activities; (B) Prepared its application in accordance with the policies of the City of Elgin and made the application available to the public; 4. The grant will be conducted and administered in compliance with: (A) Title VI of the Civil Rights Act of 1964(Pub. L. 88-352 42 U.S.C. Sec 2000d et seq.) and implementing regulations issued at 24 CFR Part 1; (B) Title VIII of the Civil Rights Act of 1968 (Pub. L. 90-208), as amended; and that the SUBGRANTEE will administer all programs and activities related to housing and community development in a manner to affirmatively further fair housing; (C) Section 109 of the Housing and Community Development Act of 1974, as amended; and the regulations issued pursuant hereto; (D) Section 3 of the Housing and Urban Development Act of 1968, as amended; (E) Executive Order 11246-Equal Opportunity, as amended by Executive Orders 11375 and 12086, and implementing regulations issued at 41 CFR Chapter 60; (F) Executive Order 11063-Equal Opportunity in Housing, as amended by Executive Order 12259, and implementing regulations at 24 CFR Part 107; Page 14 of 19 (G) Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), as amended, and implementing regulations when published in effect; (H) The Age Discrimination Act of 1975 (Pub. L. 94-135), as amended, and implementing regulations when published for effect; (1) 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 6. When a grant is in excess of $100,000 it will comply with all applicable standards, orders, or requirements issued under Section 308 of the Clean Air Act (42 U.S.C. 1857(h), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulation (40 CFR Part 15), which prohibit the use under nonexempt Federal contracts, grants or loans, of facilities included on the EPA list of Violating Facilities. The provision shall require reporting of violations to the County, HUD, and to the AESOP Assistant Administrator for Enforcement (EN-329). 7. It has developed its application so as to give maximum feasible priority to activities which benefit low and moderate income families or aid in the prevention or elimination of slums or blight; (the application may also include activities which the SUB-RECIPIENT certifies are designed to meet other community development needs having a particular urgency because existing conditions pose a serious and immediate threat to the health or welfare of the community, and other financial resources are not available); 8. It is following the current�City of Elgin Consolidated Plan which has been approved by HUD pursuant to 570.306; and 9. It will not attempt to recover any capital costs of public improvements assisted in whole or in part with funds provided under Section 106 of the ACT or with amount resulting from a guarantee under Section 108 of the ACT by assessing any amount against properties owned and occupied 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 Page 15 of 19 under Title I of the ACT; or (2) for purposes of assessing any amount against properties owned and occupied by low and moderate income persons, the SUB-RECIPIENT certifies that it lacks sufficient funds received under Section 106 of the ACT to comply with the requirements of subparagraph(1)above. 10. The SUB-RECIPIENT certifies that it will provide a drug-free workplace by: (A) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the SUB- RECIPIENT's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (B) Establishing a drug-free awareness program to inform employees about: (1) The dangers of drug abuse in the workplace; (2) The SUB-RECIPIENT's policy of maintaining a drug-free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance programs; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. (C) Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph(A); (D) Notifying the employee in the statement required by paragraph (A) that, as a condition of employment under the grant, the employee will: (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction; (E) Notifying the City of Elgin's 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) Requir'mg 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. Page 16 of 19 12. In regards to lobbying, the SUB-RECIPIENT certifies: (A) No Federal appropriated funds have been paid or will be paid, by or on behalf of the SUB-RECIPIENT, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (B) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (C) The SUB-RECIPIENT shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Page 17 of 19 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. 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 and HUD, or against any applicant for such employment, because of race, color, religion, sex, age or national origin, including but not limited to employment, upgrading, demotion or transfer; recruitment or recruitment advertising; lay off or termination: rates of pay or other forms of compensation; and selection for training, including apprenticeship. The SUB-RECIPIENT further agrees to the following: (1) It will incorporate or cause to be incorporated into any grant contract, loan, grant insurance or guarantee involving Federally assisted construction work, or modification thereof, which is paid for in whole or in part with funds obtained from the Community Development Block Grant program, the language contained in HUD Equal Employment Opportunity Regulations at 42 CFR 130.15(b), in Executive Order 11246, as amended by Executive Orders 11375 and 12006, and implementing regulations issued in 41 CFR Chapter 60. (2) It will be bound by said equal opportunity clause with respect to its own employment practices when it participates in any Community Development Block Grant Program construction. (3) It will assist and cooperate actively with the CITY, HUD, and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations and relevant orders of the Secretary of Labor. (4) It will furnish the CITY, HUD, and the Secretary of Labor such information as they may require for the supervision of such compliance, and will otherwise assist the CITY and HUD 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 or HUD. (7) In the event that SUB-RECIPIENT fails or refuses to comply with the undertaking, the CITY, or HUD 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 HUD for appropriate legal proceedings. Page 18 of 19 SUB-RECIPIENT: The Larkin Center 1212 Larkin Aven Elgin, Ill' 1S60123 BY: Dennis Graf. Executive Dir ctor DATE: 3 ATTEST: Paee 19 of 19 111R.1h ELGIN THE CRY IN THE SUBURBS` DATE: October 8, 2013 TO: Denise Momodu, Associate Planner FROM: Jennifer Quinton, Deputy City Clerk SUBJECT: Resolution No. 13-164 Adopted at the September 25, 2013, 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 the Larkin Center for Pneumatic Chiller System Replacement