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13-174 Resolution No. 13-174 RESOLUTION AUTHORIZING EXECUTION OF A COMMUNITY DEVELOPMENT BLOCK GRANT SUB-RECIPIENT AGREEMENT WITH GREATER ELGIN FAMILY CARE CENTER FOR INSTALLATION OF FLOORING 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 Greater Elgin Family Care Center on behalf of the City of Elgin for the installation of flooring at 370 Summit Street and 450 Dundee Avenue, a copy of which is attached hereto and made a part hereof by reference. . s/David J. Kaptain David J. Kaptain, Mayor Presented: October 23, 2013 Adopted: October 23, 2013 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk AGREEMENT BETWEEN THE CITY OF ELGIN AND GREATER ELGIN FAMILY CARE CENTER This AGREEMENT is entered into as of the 23rd day of October ,2013, by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter called "GRANTEE" or "CITY") and the GREATER ELGIN FAMILY CARE 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 370 Summit Street, Elgin, Illinois 60120. 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 14, 2012, submitted by the SUB-RECIPIENT entitled "Flooring", 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 for the installation of new flooring at 3 of the agency's health centers, located at 370 Summit Street and 450 Dundee Avenue, Elgin, Illinois. Approximately 153 low and moderate-income clients of the agency will benefit from the SUB-RECIPIENT's program in its 2013 fiscal year. The subject buildings will serve 99 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 new flooring, with a simulated food finish, at three of the agency's health centers, and other costs associated with the above activity 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: Page 1 of 19 1. The Bid Specifications shall include all specifications and pertinent attachments and shall define the items or services in order for the bidder to properly respond. 2. The SUB-RECIPIENT shall submit the Bid Specifications and plans to the City's Community Development Department for 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 1" x 3" space in the Dodge Construction News Classified Section specifically inviting Minority Business Entity/Women Business Entity(MBE/WBE) firms to submit bids. 4. All bids will be publicly opened at the time and place prescribed in the invitation for bids. 5. The SUB-RECIPIENT shall provide the City's Community Development Department with a copy of the classified advertisement and the results from the bid opening. 6. The contract award will be awarded, in writing, to the lowest responsive and responsible bidder. Any or all bids may be rejected, if there are sound documented reasons. D. The SUB-RECIPIENT shall comply with the Federal Labor Standards and Prevailing Wage Rates as applied to the Community Development Block Grant Program in accordance with Title 29 of the Code of Federal Regulations,Part 5: 1. After the start of the described work, the SUB-RECIPIENT shall provide to the City's Community Development Department staff, weekly reports of the contractor and/or subcontractors at the job site. The SUB-RECIPIENT shall conduct employee interviews of the contractor and/or subcontractors at the job site. 2. Originals of all documents required for compliance with the Federal Labor Standards shall be supplied to the City's Community Development Department. 3. SUB-RECIPIENT shall erect a sign in a prominent place at the job site crediting the City of Elgin and HUD for funding of the PROJECT by including the following statement: "Funding for the Project has been provided, in part, by the City of Elgin from the U.S. Department of Housing and Urban Development's Community Development Block Grant Program." Page 2 of 19 E. Quarterly Progress Reports and Disclosure of Client Data I. 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 31st 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. 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-RECIPEINT (on a State of Illinois Request for Approval of Change in Plans Form BLR-228 or equivalent), and a copy of such authorization shall be submitted to the City's Community Development Department before payment pursuant to such changes is made. G. 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. Page 3 of 19 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 limitations, to the extent any such income is used during the Agreement period for 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$40,000 (hereinafter "Grant Funds"), to be paid in the manner set forth herein at Section VII. B. This PROJECT shall be identified by the following project and account numbers: Project No. 154947 and Account No. 230-0000-791.93-36 in the amount of $40,000, which identifying numbers shall be used by SUB-RECIPIENT on all payment requests. C. In the event the services identified in Section II, Scope of the Project of this Agreement or other eligible services for low and moderate income individuals and households are no longer provided at the SUB-RECIPIENT'S Elgin Health Centers , located at 370 Summit Street, and 450 Dundee Avenue Elgin, Illinois, 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 SUB-RECIPIENT, 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 Page 4 of 19 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 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 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 Page 5 of 19 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. 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. Page 6 of 19 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 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-RECIPIENTS 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 Page 7 of 19 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. C. Except as provided for in Section IX and X herein, CITY shall pay all required payments against eligible project costs, as described in Section II.B, incurred by SUB-RECIPIENT under this Agreement. VIII. ADMINISTRATION AND REPORTING REQUIREMENTS A. SUB-RECIPIENT shall administer the Grant Funds in conformance with the regulations, policies, guidelines and requirements of OMB Circular numbers A-110, A-122, and A- 133, as they relate to the acceptance and use of federal funds for the PROJECT. B. SUB-RECIPIENT shall submit all required information to show compliance with applicable laws, rules and regulations, as specified in this Agreement and shall submit to CITY a 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 person/business has received final relocation payments, whichever is later. Relocation costs must be paid to any tenant (residential or nonresidential) who occupies any building being acquired and is forced to move without cause. Waiver of rights to relocation costs can only be done by a single family homeowner. D. Management Plan and Operating Budget of the Facility SUB-RECIPIENT shall maintain, and keep current, a management plan and operating budget stating policies governing the operation of the facility and shall keep this plan and budget on file with the CITY. • IX. TERMINATION OF AGREEMENT OR SUSPENSION OF PAYMENT A. During the implementation of the PROJECT, CITY may terminate this Agreement or may suspend payment of Grant Funds to SUB-RECIPIENT for SUB-RECIPIENT'S Page 8 of 19 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. 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. Page 9 of 19 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. 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 December 1, 2013 4. Construction Begins January 3, 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 Iegitimately 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 Page 10 of 19 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. XII. MISCELLANEOUS PROVISIONS A. AMENDMENTS - This Agreement constitutes the entire Agreement between the parties hereto. There are no other agreements, either oral or implied, between the parties hereto regarding the subject matter hereof. Any proposed change in this Agreement shall be submitted to the other party for prior approval. No modifications, additions, deletions, or the like, to this Agreement shall be effective unless and until such changes are executed, in writing,by the authorized officers of each party. B. SUBJECT TO FINANCIAL ASSISTANCE AGREEMENT - This Agreement is made subject to financial assistance agreements between the CITY and the United States Department of Housing and Urban Development, with the rights and remedies of the parties hereto being in accordance with any such agreements. C. ASSIGNMENT - Except as provided in 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: .�Gtil/ A / sean R. Stegall C City Manager DATE: October 23, 2013 ATTEST: 041.4.6te, keiff Kimberly Dewis City Clerk SUB-RECIPIENT: Greater Elgin Family Care Center 370 , it eet,Elgin, Illinois 60120 rk BY: f ( Aga, Robert M. Tanner Executive Director DATE: /e ,)7‘.? ATTEST: __ Page 12 of 19 THE COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROPOSAL-APPLICATION FOR CDBG FUNDING: ENTITLEMENT PROGRAM FISCAL YEAR 2013-2014 JUNE 1,2013 THROUGH MAY 31,2014 Organization Name: Greater Elgin Family Care Center Project Name: Health Center Floor Renovation Project Address: 370 Summit St.,Elgin,IL 60120;450 Dundee Ave.,Elgin,IL 60120 Exec Director Name: Bob Tanner Address: 370 Summit St. Elgin,IL 60120 Telephone Number: 847-608-6068 Fax Number: 847-608-0672 E-Mail Address: btanner @gefcc.org Website(if applicable):www.gefcc.org Employer(IRS)ID#: 36-4249586 i DUNS Number: 136247272 Contact Name: Bob Tanner Title: President&CEO Contact Telephone#: 847-608-6068 Contact Fax Number: 847-608-0672 Contact E-Mail: btanner @gefcc.org Website(if applicable): www.gefcc.org PROJECT FUNDING REQUEST CDBG Funds Requested $40000.00 Funding Leveraged from other Sources $0.00 Check the category,which describes the type of funding,requested: OHousing 0 Public Facility O Infrastructure OEconomic Development O Public Service O Other BRIEF PROJECT DESCRIPTION: Please provide a one-sentence statement about your project-not your organization. The purpose of our project is to replace the flooring in three of our Elgin Health Centers. City of Elgin CDBG Application FY 2013-2014 Application Page 14 of 32 CAPITAL"PROJECTS ONLY Public Improvements/Construction Activity Application Form Project Name/Title: Health Center Floor Renovation Agency Name: Greater Elgin Family Care Center Agency Address: 370 Summit St. City: Elgin State: IL Zip Code: 60120 1. Project Description(Additional sheets are on the last page ofthis 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: 1.Summit Health Center:This Health Center is our primary Elgin site for Adult Medicine and Family Medicine,and provides these services to those that are uninsured,publicly insured&underinsured.The Health Center is open 7 days a week,contains 8 exam rooms,has ample parking spaces,and also provides transportation reimbursement to patients lacking convenient transportation,thus providing unparalleled access to Elgin area residents.Summit Health Center is our oldest Health Center,and we have occupied the space since December 2003.The building was constructed in the late 1960s/early 1970s and has began to show its age over the years.The major component of the proposed work involves removing the current flooring and replacing it with a new,lower maintenance material with a simulated wood finish.The material has special small grooves that provide improved traction in wet conditions,but can be easily cleaned.Approximately 4,800 sq.feet of flooring will be replaced at Summit.(Continued on Attachment EA) b. Indicate the primary function of the facilities to be provided or improved: The primary function of the facilities to be improved is the delivery of primary and dental healthcare.Specifically: 1.Summit Health Center:Provides Adult Medicine and Medicine. 2.Seneca Health Center:Provides Pediatric Medicine,Obstetrics,Women's Health,Family Case Management,WIC Nutritional Services, Behavioral Health for children and adults. 3.Dental Clinic:Provides preventive and restorative oral healthcare for children and adults. c. Readiness to Proceed: (i) Do you have an architect/engineer under contract? 0 Yes 0 No If,yes please provide name. (ii) Do you have preliminary plans/drawings completed(If yes,please scan and attach)? 0 Yes Q No (iii) Do you have project cost estimates completed(If yes,please scan and attach)? 0 Yes 0 No (using Davis Bacon Wage Rate and Labor Standards) Please 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) Summit Health Center:370 Summit St.,Elgin,IL 60120 Seneca Health Center:450 Dundee Ave.,Lower Level,Elgin,IL 60120 Dental Clinic:450 Dundee Ave.,Main Level,Elgin,IL 60120 Census Tract(s): 8513.02 Block Group(s): 3 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? Q Yes © No If yes,explain: (ii) Designated Wetlands Area: 0 Yes © No If yes,explain: (iii) Land Use/Zoning Charge: Q Yes Qi No If yes,explain: (iv) Environmental Hazards: 0 Yes © No If yes,explain: c. Provide a time line for the project and current status of project progression: Construction Bid Period: Start Date: June 2013 Completion Date: July 2013 Status: We have estimates for cost from building manager;will seek proper bids around anticipated time of award notice. 3. 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 existing problem is that the flooring at Health Centers is outdated and requires constant,costly maintenance to maintain.Moreover, certain segments of flooring are carpeted and present a possible infection control risk due to porous nature of carpet fiber(easier for pathogens to become imbedded in carpet).Project will replace all affected flooring,significantly reduce maintenance costs and removing infection control risk.The persons affected by these conditions are all of our patients seen at these Health Centers,as well as all staff members working at these locations.(Continued in Attached EA-Expanded Answers). 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. Replace flooring at indicated Health Centers,thereby reducing our annual floor maintenance cost for these locations by up to$20,000. These funds can then be reallocated to providing medical care to our patients.As many as 153 new,unduplicated patients may be seen as a result of this project.Removal of tile flooring would reduce/eliminate staff safety incidents resulting from slips/falls on floor,which is around 5 annually. 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 TOTAL FEDERAL FUNDS FUNDS Acquisition Costs Land $0.00 $0.00 $0.00 $0.00 Existing structures $0.00 $0.00 $0.00 $0.00 Other acquisition costs $0.00L $0.00 $0.00 $0.00 Site Work(not in construction contract) Demolition/clearance $2,751.58 $12,584.42 $0.00 $15,336.00 Other site costs $0.00 $0.00 $0.00 $0.00 Construction/Project Improvement Costs New construction $0.00 $0.00 $0.00 $0.00 Rehabilitation $18,925.19 $86,554.81 $0.00 $105,480.00 Performance bond premium $0.00 $0.00 $0.00 $0.00 Construction continency $5,666.43 $25,915.57 $0.00 $31,582.00 Other $6,934.57 $31,715.43 $0.00 $38,650.00 Architectural and Engineering Architect fees $0.00 $0.00 $0.00 $0.00 Engineering fees $0.00 $0.00 $0.00 $0.00 Other A&E fees $0.00 $0.00 $0.00 $0.00 Other-Owner-Costs - - Appraisal fees $0.00 $0.00 $0.00 $0.00 Survey $0.00 $0.00 $0.00 $0.00 Soil boring/environmental/LBP evaluation $0.00 $0.00 S0.00 $0.00 Tap fees and impact fees $0.00 $0.00 $0.00 $0.00 Permitting fees $0.00 $0.00 $0.00 $0.00 Legal fees $0.00 $0.00 $0.00 $0.00 Other $0.00 $0.00 $0.00 $0.00 Miscellaneous Costs Developer fees $0.00 $0.00 $0.00 $0.00 Project reserves $0.00 $0.00 $0.00 $0.00 Relocation costs $0.00 $0.00 $0.00 $0.00 Project Administration&Management Costs Marketing/management $5,722.23 $26,170.77 $0.00 $31,893.00 Operating $0.00 $0.00 $0.00 $0.00 Taxes $0.00 $0.00 $0.00 $0.00 Insurance $0.00 $0.00 $0.00 $0.00 Other $0.00 $0.00 $0.00 $0.00 GRAND TOTALS $40,000.00 $182,941.00 $0.00 $222,941.00 City of Elgin CDBG Application FY 2013-2014 Application Page 17 of 32 CAPITAL PROJECTS ONLY 1. CAPITAL=PROCUREMENT GUIDELINES FOR PRIVATE NON=PROFIL CONSTRUCTION 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.i I.us\agency\idol\rates\evenm o\ka ne9999.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 18 of 32 2. I'PROJECTELlG1BILTY SECTION: A. This project is located in 8,513.02 Census Tract(s) (Identify tract by number) (website-Factfinder.census.gov) B. This project meets 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 0 3. 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: • UM Area Benefit: the project meets the identified needs of UM income persons residing in an area where at least 51%of those residents are L/M 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. O UM 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 L/M: 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. O UM Housing: the project adds or improves permanent residential structures that will be occupied by L/M income households upon completion. Housing can be either owner or renter occupied units in either one family or multi-family structures. Rental units for L/M 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. O UM Jobs: the project creates or retains permanent jobs,at least 51%of which are taken by L/M 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 of jobs,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 or jobs 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): O Acquisition of Real Property O Disposition of Real Property O Public 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.) O Privately-Owned Utilities O Public Service(i.e.,a new service or an increase in the level of a service O Relocation Payments and Assistance to Displaced Persons O Removal of Architectural Barriers,Handicapped Accessibility O Housing Rehabilitation OHistoric Preservation OCommercial or Industrial Rehabilitation, including facade improvements and corrections of code violations. • Special Economic Development or assistance to micro-enterprises City of Elgin CDBG Application FY 2013-2014 Application Page 20 of 32 3. :IMPACT:ONAPPLICABLE GOALS,`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 O Acquisition of Real Property Activity: OInfrastructure Activity: Floor Renovation O Affordable Housing Activity: EDPublic 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: O A Safe-Community O Quality Housing O Neighborhood Vitality O River as a Resource OEconomic Growth and Diversified Tax Base O Alive Downtown ORecreational,Leisure and Cultural Opportunities for all Citizens O Financially Stable City Government O Acquisition 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.) The renovation of our Health Center flooring at the indicated locations will save up to 520,000 annually in flooring maintenance costs.This money can then be reallocated to direct provision of care for patients, particularly uninsured patients.Greater Elgin Family Care Center could provide service for up to an additional 153 new, unduplicated patients annually. Moreover,the new flooring provides greater traction and safety than previous, especially when wet. We typically experience up to 5 staff safety incidents due to slips or falls annually.Possible infection control issues would also be mitigated by removing carpeting. • Please answer the following questions: A. What is the total estimated number of persons to be served by this project? 158 B. What is the total estimated number of LMI persons to be served by this project? 153 C. What is the anticipated percentage of LMI persons to be served by this project? 99 City of Elgin CDBG Application FY 2013-2014 Application Page 21 of 32 4. -ACTIVITYDESCRIPTION: 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. The proposed project is the replacement of all flooring within three(3)of Greater Elgin Family Care Center's Health Centers.The flooring to be removed is a combination of laminate tiling and carpeting.Combined,both flooring materials require significant resources to maintain annually.Also,each preexisting flooring material poses unique safety or infection control concerns(tiles are prone to slips/falls; carpeting is capable of retaining pathogens). The new flooring material has several significant advantages over the currently flooring: 1. lower maintenance cost, which allows us to allocate saved money towards direct provision of care; 2. less infection control risk; 3. less safety risks, due to material having more traction when wet (as compared to tiling). The proposed project addressed the community need of PUBLIC FACILITIES by renovating the flooring at the indicated Health Centers.These Health Centers primarily serve low income and/or uninsured residents of Elgin,although all residents,regardless of socioeconomic status, race, religion, creed, etc., are welcome. The proposed project is a new activity,although it adds to our ongoing project of renovating our facilities. 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). The proposed activity will primarily benefit low income (<200% Federal Poverty Level), Publicly Insured (Medicaid/Medicare), and/or Uninsured/Underinsured residents. Low income status is assessed for each individual patient. All patients are asked to demonstrate their financial status via last year's tax return,current pay stub or employment status in order to be eligible for our sliding fee discount scale,as well as self-declare the number of person residing-in the family household.Financial eligibility for the sliding fee discount scale is verified every 12 months. On average, 99% of Greater Elgin Family Care Center's patient population qualifies as low income based on our qualification criteria. C. Identify the accomplishments you intend to achieve with this activity. Provide an activity time-frame/schedule(include start,completion dates, and other significant stages). Please note that the fiscal year does not start until June1, 2013. It is our intention to fully replace the flooring at the 3 indicated Health Centers by completing this activity. Replacement of flooring at the indicated Health Centers will result in reduced maintenance costs(and thereby,more funds for delivery of care), reduced safety problems due to slips/falls,and reduced potential infection control incidents due to removal of carpeting,which can easily harbor pathogens due to porous nature of carpet fiber. Preliminary plans and quotes for service have already been gathered as of December 10th,2012. Initiation of floor renovation would begin in segments, beginning on or shortly after the start of the next CDBG fiscal year(June 1st,2013). • City of Elgin CDBG Application FY 2013-2014 Application Page 22 of 32 S. "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. Greater Elgin Family Care Center(GEFCC)was incorporated in 1998 and first opened for service in 2001;we have continuously provided care since this time.Our mission statement is"to provide quality,affordable healthcare for all, including those without the ability to pay." GEFCC is accredited by The Joint Commission and is also a Federally Qualified Health Center(FQHC).As a ambulatory primary healthcare provider, we offer the following services to patients: Adult Medicine, Family Medicine, Obstetrics, Pediatrics, Behavioral Health, Dentistry, Diagnostic & Laboratory testing on-site, Family Case Management and Medical Case Management, WIC Nutritional Services. In calendar year 2011, GEFCC served over 24,000 unduplicated patients through 74,000 medical and dental encounters. 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. Greater Elgin Family Care Center operates 6 full-time health centers, 2 of which (and our most recent) occupy land and buildings which are owned outright by the organization.All of our Health Centers have been opened thanks to funding from public or private sources, indicating our ability to successfully and intelligently utilize funding year over year. GEFCC has established working relationships with architects, contractors and building managers that have helped to keep the organization expanding and operating well. Our most recent Health Center, Streamwood Community Health Center, incorporated the new flooring that we seek to install at the indicated project sites for this proposal,and we have already seen an improvement in lower maintenance costs,as well as reduced slips/falls. 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. Program management of the activity is overseen by Greater Elgin Family Care Center's President & CEO, Bob Tanner. Financial management of the activity is overseen by Greater Elgin Family Care Center's Chief Financial Officer (CFO), Mr.Jason Carey. • 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. Management Enterprise Group, Inc., from which we lease the space occupied by Seneca Health Center and Dental Clinic, produced the work estimate for the flooring renovation project. Our Project Solutions Manager is Daniel L. Helsdon. Managment Enterprise Group,Inc.is located at 447 Running Deer Lan,Gilberts,IL 60136. E. Demonstrate that the proposed activity is economically feasible and can be implemented in a timely cost effective manner within the proposed program year. As previously mentioned,Greater Elgin Family Care Center already has extensive experience constructing, opening,operating and renovating Health Centers. For instance, our most recent Health Center, Streamwood Community Health Center, was opened in less than 120 days from initiating construction to opening our doors to the public.We have secured all the necessary assurances from Management Enterprise Group,Inc.that the project can be completed well within the proposed program year, and that no significant increases in estimated bid will occur. 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. The proposed activities could still be undertaken with a reduced commitment of funding. In the event of a grant award less than the amount originally requested,Greater Elgin Family Care Center would utilize funding from other grants and/or cash on hand to complete the entire project. City of Elgin CDBG Application FY 2013-2014 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. BUDGET SUMMARY Personnel* Contractual Services (Specify $6934.57 $31715.43 $38650.00 Construction Labor Cash on hand and/or other grants Rent and Utilities Communications Travel Other(Specify) Demolition Cash on hand and/or oth( 52751.58 $12584.42 p $15336.00 Materials Cash on hand and/or oth( $18925.19 $86554.81 p 105,480 Management,0/H, Cash on hand and/or oth( Contingency $11388.66 $52086.34 p 563475.00 • TOTALS: $40000.00 182,941 NOTE: Please complete Budget Detail Chart on page 26 if personnel costs are included in your proposal. Grand Total: 222,941 City of Elgin CDBG Application FY 2013-2014 Application Page 25 of 32 BUDGET DETAIL 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: Ajob 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. lts'this.exurrent or- Annual:Fringe' atalAnnual 96 ofTime:Spent, Total Pasition ;PositlanTitle-.' • osed position? _�nnual:5alary enefus Salary .onrthis CDBG _ . •:CostRRequested Project/Program from CDBG X = X = X = X = X = X = X = 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. The proposed activities could still be undertaken with a reduced commitment of funding. In the event of a grant award less than the amount originally requested,Greater Elgin Family Care Center would utilize funding from other grants and/or cash on hand to complete the entire project. City of Elgin CDBG Application FY 2013-2014 Application Page 26 of 32 1. THRESHOL'D.CERTIFICATJC N 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. O An 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) O Articles of Incorporation O Articles of Incorporation O Current List of Board of Directors O Certified 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) O -IRS 20T(c)(3)Designation Letter(Pending letters will not be accepted) O Current Fiscal Year Agency Budget,including all funding sources O Job Descriptions per budget detail. O An Executed Statement of Applicant Form. O An Executed Signature Authorization Form. • O Conflict of Interest Disclosure Form. I hereby confirm that this packet contains all materials required. Nicholas Demorest,Special Projects Manager,Greater Elgin Family Care Center City of Elgin CDBG Application FY 2013-2014 Application Page 27 of 32 B.-3T ITEMENT:OFi:APP ICANT 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 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 28 of 32 By signature below,the applicant acknowledges the above in its name on this 14th day of, December 2012. Greater Elgin Family Care Center Name of Organization By: Robert M.Tanner (Signature) President&CEO (Title) City of Elgin CDBG Application FY 2013-2014 Application Page 29 of 32 Z.~SIGNAT.URE:AUTHORIZATION:FORM The Board of Directors of Greater Elgin Family Care Center does hereby resolve that on 12/10/2012 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. Greater Elgin Family Care 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: Robert M.Tanner President&CEO Nance Title Jason Carey CFO Name Title Maria Cumpata President/Board of Directors(or other authorized person) 12/14/2012 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 92.356 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: O I certify that no conflict of interest exists between the City of Elgin and(name of organization) Greater Elgin Family Care Center O I certify that no conflict of interest exists between the subcontractors of the(name of orydnization) IF A POTENTIAL CONFLICT EXISTS,COMPLETE THE FOLLOWING: O I certify that a potential conflict of interest may exists between the City of Elgin and(name of organization) O I 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. Robert M.Tanner Signature of Authorized Agency Official and Date City of Elgin CDBG Application FY 2013-2014 Application Page 31 of 32 LOWER LEVEL GREATER ELGIN FAMILY CARE CENTER FLOOR PLAN LOWER LEVEL INTERIOR REMODELING - cp EDUI .1 EDEE A\/ENLJE E L-G I N , I L-I N O I , 01 20 • AREA OF CONSTRUCTION I AREA NOT IN CONTRACT • �� ILr W z W N illirrill rill ii, I WPM. .#11 gli;til," Wir ! . IV lb r. -'It' fy i i W Z - �� O I z 0>v � z� 7==e, % wJ Z J ' I i i D. m > D i i i i i 1 ' i i ry J 0 Z o =KA. i ( I I, i i i i w i o - - i i i i i -o Qw 00 C!) b I (I) o ' o ' b b o 111 o 10 J • AREA OF CONSTRUCTION '/1 AREA NOT IN CONTRACT • 0 1 1 W N 0 EDLOWER LEVEL FLOOR PLAN o f E r EXIST FLOOR PLAN WITH PROPOSED CHANGES 1/8'=1'-0' .wnvr-rte TOTAL 01005 AIIEA-TO07S s A1EA Cr PRIMED OWICES-2.034 s SWS O ASSOCIATES.LTD St LISSOM OWLS ON TTOS S O 0. ROM IIETI'0.6200 iEVIS10N WA OAlt SCASC AS NOTED PROJECT NUBEWC10204 SMUT NO DATE ADO It 2010 Al 7C-4• • This Summary of the Commercial Office Lease Terms is dated and effective this / day of L./ €. , 2006 and is entered into between East Park Professional Centre, LLC, an Illinois limited liability company ("Lessor") and Greater Elgin Family Care Center. an Illinois not for profit corporation ("Lessee"). The Lessee and Lessor agree to be bound by the terms of this Summary, which will supersede any conflicting terms in the Commercial Office Lease dated the same date herewith,to which this Summary is attached. The obligations of either party under the Summary Agreement are specifically contingent upon execution by both parties of the Commercial Office Lease to which this is attached. SUMMARY East Park Professional Centre,LLC and Greater Elgin Family Care Center Regarding 450 Dundee Avenue, Elgin IL Build to Suit LESSOR: East Park Professional Center, L.L.C. c/o Leroy Fitzsimmons 806 Walnut Avenue Elgin,IL 60123 LESSEE: Greater Elgin Family Care Center c/o Robert M. Tanner. President and CEO USE: Medical office/clinic purposes associated with the practice of general medicine and laboratory and those other u ses commonly associated with the medical profession. LEASEHOLD: The entire available square footage of the lower level less approximately 800 hundred square feet of rentable space. estimated to be a total of 6,575 square.feet of rentable space, in the building constructed and commonly known as 450 Dundee Avenue, Elgin IL, at the SW corner of Seneca and Dundee Avenue. Upon completion of Build-Out the the actual square feet of the leased premises will be recalculated and according to actual rentable space available to Lessee,the base rent will be adjusted. POSSESSION: Upon completion of construction and issuance of occupancy certificate/ permit by the City of Elgin, anticipated to be received by 12/1/06. Occupancy will only be permitted upon approval by the City of Elgin. Possession also dependent upon evidence that elevator is completely operational and available parking is adequate for use defined in this document, with documentation from the City of Elgin accepted as evidence of both. LEASE TERM: Ten (10) Years. Lessee shall have unilateral termination clause for all or a portion of leased space with a minimum 180 days notice to Landlord. LEASE BASE RENT: Seventeen and 50/100 Dollars ($17.50)per square foot for year one(1) and year two (2),then increased by three(3%)percent per year over the $17.50 amount, for the third (31d)and each subsequent year thereafter. OTHER FEES: Lessee shall pay its pro-rata share of all property taxes and CAM,the total of which is currently estimated at and will be billed for the first (1'`) Lease year at$1.00 per square foot for CAM and $1.25 for real estate taxes per square foot. The amount of estimated CAM and taxes is compared annually to the actual expenses incurred and the difference, if any, is either credited or charged to the Lessee. Each year's estimated amounts of CAM and real estate taxes shall be based upon the prior year's actual expenses. LESSOR: Lessor shall deliver the premises in a manner suited for General Medical office purposes which consists of approximately 6,575 nsf as follows: 1.Lessor shall complete build out per specification of Lessee as per the architect with an allowance of at least three(3)review changes,not including an additional meeting between Lessee's and Lessor's architects, all at the Lessor's cost. 2. Funds for cabinets and countertops shall be supplied by the Lessee. 3.The in ground plumbing required for equipment drains and other floor drains, specific to the Lessee's equipment and/or examination room(s), shall-be funded by the Lessee. 4. The leasehold demising walls will be covered with drywall which will be taped, sanded and painted according to the Lessee's plans by the Lessor. Floor tile and/or carpet will also be supplied by the Lessor according to the Lessee's plans. 5. The heating equipment shall be gas fired forced air combination heating. ventilating and air conditioning system,provided by the Lessor. 6. Lessor shall install parabolic lighting. DELIVERY: Leasehold occupancy is expected to occur no later than December 1,2006. COMMENCEMENT Lease shall commence on delivery of Possession. Lease term, Base Rent and all other economic obligations shall only commence upon delivery of Possession by Lessor as contemplated by this Lease Summary. SECURITY DEPOSIT: The equivalent of one (1) months' first year base rent. LEASE CONTRACT: The following payment is due and payable on execution of Lease: Security Deposit and estimated first month's rent, CAM and Property Taxes. MAINTENANCE: The Lessor shall maintain and repair the external structure including the slab floor(excluding floor covering), roof, windows, exterior walls and HVAC system. Upon possession. Lessee shall at Lessee expense provide the necessary janitorial service to maintain the leasehold, clean at all times. CAM,provided by Lessor, shall include the following expenses: common area general liability insurance and fire insurance,parking lot maintenance, snow removal, outside lighting, lawn care and landscaping, interior common area utilities and cleaning, elevator and stairway maintenance and cleaning. ADDITIONAL TERMS: Lessor will provide Silver exterior signage along North wall and 2"d tier signage facing Dundee Avenue on existing sign. Lessor is providing T1 line to the premises; however, all costs associated with access to the T1 line shall be borne by the Lessee. ADDITIONAL LEASE SPACE: Lessee shall be granted right of first refusal for additional space within 450 Dundee Avenue, Elgin, IL. Said right of first refusal shall be subject to the then existing economic conditions and legal terms which will be specified in the Lease attached hereto. EYCLUS'11,7TY: The Lease shall contain exclusivity covenant as follows: Lessor. or any entity controlled by Leroy Fitzsimmons (collectively the "Landlord Persons') herein.covenant and agree that they shall not lease any space or permit leasing of space at 450 Dundee Avenue. Elnin.-111inoisownedar controlled by-the Landlord Persons,for an of the "Excluded Purposes as hereinafter defined. The "Excluded Purposes"are hereby defined as federally qualified health centers and1or medical or health care practices that have more than ten percent (10%) of their income based on Medicaid. KicdCure, All Kids (or similar public insucrarrcc programs) and/or uninsured patient revenue. Lessor: Lessee: -4114111,110111:01111K,,,,y 4././ ,./ 1244.7 AIM g vs' er ¶mons, Member Mgr. Robert M. Tanner, Pres. and CEO e lost . ill , . . 001 . • • . • 4;.9 - . . • . , „. ... . . . , ..,• _ , . ...•...• v., ' ' ika ' • .. ; ............ - - ;11..r.....1\0s, \, . • 10000, .• '.*WA ' ' __.......:-.-...r."----- \ . . „\ . ,......-- • . ...._.... ••- .., . . • . ...... ..„ . . ..... ------ iro • . 0 r ••••-.'7---".•'''. . \- sk UV% MA 11\1. • //I) 1 ..--,. 0 14' • \ . $444 :....... ......\ . ,. '..;' 00% . • . , ...____.$ , . \ . _..._........„.._-,0 Air.A. , .- z-z.lietz%1° .._....„.... . , ‘.. - . ..----- , 44. „ i . ,,.... . . v-101\ . . , . . .. 1 e : kooiososar.21$7,•.. '.:. 1.' ..., . • ;1;1111 ., . . ift • - ,__ .....-- ., ...-.. . - .• \ - _,....,..--- . . - • . .o0 . . • ).0.1111.. ..0• - . - . •. -----. . • Ille.hp;;---. - , %got - ton . '• ..;,,-:....:----- ... • los• • • -..- . • - - . .- :-.;;-----.---';"-^ . . . Wil . • ' . • . . • ."- . . • . . . . • . • ond• . - . 4,' • . . ' V • • . • . .• ..-- ..........---- ...._---- .. ..---- LEASE AGREEMENT Preamble This lease agreement is made and entered into this 57;.i -day of re'piei.6Cr ,2003,at Elgin,Illinois, by and between SUMMIT COURT,INC.,of P.O.Box 1477,Elgin,Illinois 60121, hereinafter called "Lessor",and GREATER ELGIN FAMILY CARE CENTER,hereinafter called"Lessee." ARTICLE 1. DEMISE,DESCRIPTION,USE,TERM,AND RENT Section 1.01. Lessor hereby leases to Lessee,and Lessee hereby leases from Lessor,that certain property, hereinafter called the"leased premises," (containing 4,800 square feet as agreed upon by both parties,a copy of a site plan being attached hereto))located at the south end of the building at 370 Summit Street, Elgin, Illinois,60120, to be used as a medical facility,with the term commencing on or about December 1,2003, and terminating on November 30„2018,for the monthly rental,figured at a base rent of$16.00 per square foot with 2% annual increases,as follows: December 1,2003-November 30,2004 $6,400.00 per month December 1,2004-November 30,2005 $6,528.00 per month December 1,2005-November 30,2006 $6,658.56 per month December 1,2006-November 30,2007 $6,791.73 per month December 1,2007-November 30,2008 $6,927.57 per month December 1,2008-November 30,2009 $7,066.12 per month December 1,2009-November 30,2010 - $7,207.44per month December 1,2010-November 30,2011 $7,351.59 per month December 1,2011-November 30,2012 $7,498.62 per month December 1,2012-November 30,2013 $7,648.59 per month December 1, 2013-November 30,2014 $7,801.56 per month December 1,2014-November 30,2015 $7,957.59 per month December 1,2015-November 30,2016 $8,116.74 per month December 1,2016-November 30,2017 $8,279.08 per month December 1,2017-November 30,2018 $8,444.66 per month Lessee shall not be permitted to store hazardous materials or to conduct hazardous operations as defined by the Illinois Environmental Protection Agency,or which shall result in increased insurance premiums or pose a danger or threat to the safety of the other occupants of the building. ARTICLE 2. RENT Monthly Rent and Additional Rental Section 2.01. Lessee shall pay Lessor at P. O.Box 1477,Elgin,Illinois 60121,,or at such other place as the Lessor shall designate from time to time in writing,as rent for the leased premises,the monthly sum, pursuant to the rental schedule as stated in Article I above,without prior demand and without any setoff or deduction whatsoever,in advance on the 1st day of each calendar month. Effect of Default in Rent and Other Payments Section 2.02. If Lessee defaults in the payment of any installment of rent hereunder,each such installment shall bear a$50.00 late fee plus interest at the rate of Five percent(05%)per annum from the 5th day after it is due until actually paid. In like manner,all other obligations,benefits,and moneys which may become due to Lessor from Lessee under the terms hereof,or which are paid by Lessor because of Lessee's default hereunder,shall bear interest at the rate of Five percent(05%)per annum from the 5th day after due date until paid,or,in the case of sums paid by Lessor because of Lessee's default hereunder,from the date such payments are made by Lessor until the date Lessor is reimbursed by Lessee therefore. ARTICLE 3. Hold Harmless Clause Section 3.01. Lessee agrees to and shall protect and hold harmless Lessor and the leased premises from liability for any and all causes of action resulting from bodily injury or property damage to any person or property, incurred on the leased premises as a result of Lessee's tenancy or occupation thereon,except for damages resulting from acts of the landlord its contractors,agents,representatives or assigns, together with any interest,penalties,or other sums thereby imposed,including reasonable attorney's fees incurred in the defense of any litigation brought against lessor as a result of any of the foregoing damages. ARTICLE 4. INSURANCE Lessee's Obligation Section 4.01. Lessee agrees to and shall,prior to possession hereunder,secure from a good and responsible company or companies doing insurance business in the State of Illinois,and maintain during the entire term of this lease,the following coverage: a) Public liability insurance in the minimum amount of $1,000,000.00 per occurrence for loss from an accident resulting in bodily injury to or death of persons,and $300,000.00 for loss from an accident resulting in damage to or destruction of property. Such amounts shall be reviewed by the parties annually to determine their continuing reasonableness. b) Fire and Extended coverage insurance on Lessee's goods,wares,fixtures,equipment,and merchandise in or on the premises sufficient to compensate lessee totally for any loss it might suffer by virtue of any covered claim. Additional Insured Section 4.02. Lessee agrees that the Lessor shall be named as an additional insured on the aforementioned policy of liability insurance. Proof of Coverage Section 4.03. On securing the foregoing coverage,Lessee shall give the Lessor written notice thereof together with a certified copy of the appropriate policies or insurance certificates. Protection Against Cancellation Section 4.04. Proof must also be given by Lessee to the Lessor,pursuant to Section 4.04,that each of the policies provided for in this article expressly provides that the policy shall not be canceled or altered without 10 days'prior written notice to the Lessor. Failure to Secure Section 4.05. If Lessee at any time during the term hereof should fail to secure or maintain the foregoing insurance,the Lessor shall be permitted to obtain such insurance in the defaulting party's name or as the 2 agent of the defaulting party and shall be compensated by the defaulting party for the cost of the insurance premiums. The defaulting party shall pay the Lessor interest on paid insurance premiums at the rate of 12 percent(12%)per annum computed from the date written notice is received that the premiums have been paid. Fire and Casualty Damage Section 4.06.If the building or other improvements on the leased premises should be damaged or destroyed by fire,flood,or other casualty and; Total Destruction (a) If the building on the leased premises should be totally destroyed by fire,flood,or other casualty,or if it should be so damaged that rebuilding or repairs cannot reasonably be completed within ninety(90) working days from the date of written notification by Lessee to Lessor of the occurrence of the damage,this lease shall terminate and rent shall be abated for the unexpired portion of this lease,effective as of the date of said written notification. Total destruction shall be determined by the City of Elgin building department and the insurance carrier(s)insuring the leased premises. If there is a dispute between the two,Lessor shall be responsible for the final decision. Partial Damage (b) If the building or other improvements on the leased premises should be damaged by fire,flood,or other casualty,but not to such an extent that rebuilding or repairs cannot reasonably be completed within ninety(90)working days from the date of the occurrence of the damage,this lease shall not terminate.If the building and other improvements are to be rebuilt or repaired and are untenantable in whole or in part _following such damage,the_rent payable hereunder during the period in which they are untenantable shall be adjusted equitably or in the event that Lessee cannot operate its business to produce income,rent shall be abated. In the event that Lessor should fail to complete such rebuilding or repairs within ninety(90) working days from the date of the occurrence of the damage,Lessee may at its option terminate this lease by written notification at such time to Lessor,whereupon all rights and obligations hereunder shall cease. Subrogation 4.07 The parties hereby waive each from the other any right of recovery for any loss to the premises or contents thereof,which is within the scope of any fire and extended coverage policy carried by each party. It is the understanding of the parties that they will look solely to the insurance carrier for reimbursement for covered losses. ARTICLE 5. UTILITIES,SNOW REMOVAL,LAWN MAINTENANCE,AND SIGNS. Lessor's Obligation Section 5.01. Lessor shall during the term hereof provide and pay for,gas,water,garbage disposal, snow removal,and lawn maintenance. Section 5.02. Lessee shall during the term hereof provide and pay for electric,phone lines,phone bills, and all of its signage expenses. ARTICLE 6. WASTE AND NUISANC'F Section 6.01. Lessee shall not commit,or suffer to be committed,any waste on the leased premises,nor 3 shall it maintain,commit,or permit the maintenance or commission of any nuisance on the leased premises or use the leased premises for any unlawful purpose. ARTICLE 7. REPAIRS Lessee's Duty to Repair and Maintain Section 7.01. Lessee agrees to keep the leased premises in good order and repair and make any repairs necessary to maintain the leased premises in good condition.Lessee further agrees to keep the leased premises clean,and to repair or replace all broken or damaged doors,windows,plumbing fixtures,floors,or other portions of the leased premises when such repair is necessitated by the acts of lessee,its agents or its invitees. Section 7.02. Lessor shall duly maintain the structural components of the building,including but not limited to the roof and mechanical units thereon,the heating,system,exterior walls,concrete and blacktop parking and sidewalk areas,except for any items installed by Lessee,and except for damages resulting from acts of the Lessee,its contractors,agents,representatives or assigns. ARTICLE 8. ALTERATIONS,IMPROVEMENTS,AND FIXTURES Section 8.01. Lessor shall, at Lessor's expense,shall make the following repairs to the premises: 1. Rebuild damaged front wall and windows on east side of building. 2. Replace and restore to working order the existing baseboard and heating system. 3. Provide an additional$10,000.00 for building improvements. 4. Replace concrete in front of 370 store entrance. 5. Define space by building out wall and exit door on north end of hail. 6. Replace existing windows on west exterior wall. 7. Install new back-flow valve to bring plumbing to code. 8. Bring electrical service to code by installing three new 100 amp services. 9. Regulatory code improvements with respect to infrastructure and exterior as required by the City of Elgin must be met at Lessor's expense. Section 8.02. Lessor shall provide Lessee with an allowance of$30.00 per square foot to make improvements and/or modifications to the leased premises(building only) so that it can be in turnkey condition for use as a medical facility. Any amounts for such improvements and/or modifications that exceed the sum of$30.00 per square foot shall be at the sole expense of the Lessee, and Lessee shall not be entitled to any reimbursement from Lessor for such expenditures. Lessee shall hold Lessor harmless from any liability created by Lessee,its agents,employees,or others,for any injuries incurred to persons,or damage to the premises,as a result of Lessee's making improvements and/or modifications to the leased premises. All contractor(s),architectural plans,and renovations must be approved by the building owner. Section 8.03. Once the improvements are completed pursuant to Section 8.01 above, Lessee shall not alter or improve the leased premises without the prior written consent of Lessor to do so,and any and all alterations,additions,improvements,and fixtures,(except trade fixtures,which Lessee shall be permitted to remove from the leased premises at any time during the term hereof or within 5 days after expiration or earlier termination of this lease,and not otherwise,if such removal can be effected without injury to the leased premises or if such fixture is removed and the property returned to its condition prior to the addition of the fixture at lessee's cost.Lessee shall submit plans and designs therefore to Lessor for its approval,and in the event that the plans and designs are disapproved by Lessor,such fixtures shall not be installed until any reasonable changes required by Lessor are made. ARTICLE 9. Subordination 4 Section 9.01. This lease and any extensions hereof shall be subordinate,at the option of lessor,to any and all encumbrances given by Lessor against the subject premises. ARTICLE 10. SECURITY DEPOSIT. Security Deposit. Section 10.01.There shall be no security deposit. Application Toward Rent Section 10.02. If any time during the term of this Lease Lessee pays a security deposit to Lessor and Lessee shall be in default in the payment of rent herein reserved or any portion thereof,or of any other sums expressly constituting rent hereunder, Lessor may appropriate and apply any portion of the security deposit as may be necessary to the payment of the overdue rent or other sums expressly constituting rent hereunder, provided that Lessor first complies with notice provisions required by this lease. Application Toward Repairs Section 10.03. If at any time during the term hereof Lessee should fail to repair any damage to the leased premises that Lessee is required to repair pursuant to the terms hereof,Lessor may appropriate and apply any portion of the security deposit as may be reasonably necessary to make such repairs. Application for Cleaning Section 10.04. If on termination of this tenancy for any reason Lessee does not leave the leased premises in reasonably clean condition, then Lessor may appropriate and apply any portion of the security deposit as may be reasonably necessary to put the premises in such clean condition. Custody of Deposit Section 10.05. Lessor agrees to hold such deposit for Lessee,free from the claim of any creditor of Lessor. Transfer of Deposit Section 10.06. Should Lessor transfer its interest under this lease in any manner,it or its agent shall do one of the following acts,either of which will relieve it of further liability with respect to such deposit: (1) Transfer the portion of such deposit remaining after any lawful deductions,as above,to its successors in interest,and thereafter notify Lessee by registered or certified mail of such transfer,and the transferee's name and address. On receipt of such remaining deposit,the successor in interest of Lessor shall have all of the rights and obligations of Lessor with respect to such deposit;or (2) Return to Lessee the portion of such deposit remaining after any lawful deductions have been made. Return of deposit Section 10.07. Any remaining portion of the security deposit,after any lawful deductions as above,shall be returned to Lessee no later than fourteen(14)days after termination of this lease,directed to the address left by Lessee specifically for such purpose,or otherwise directed to Lessee's last known address Lessor shall deliver to Lessee copies of all bills which account for deductions. 5 ARTICLE 11. TERMINATION OR EXTENSION Effect of Holding Over Section 11.01. In the event Lessee unlawfully holds over beyond the expiration of the term hereof,such holding over shall be deemed a month-to-month tenancy only, at the rental of 110% of the most recent monthly rental paid by Lessee under the lease, payable on the 1st day of each month thereafter,until the tenancy is terminated in a manner provided by law. ARTICLE 12. SURRENDER OF PREMISES Removal of Property Section 12.01. Lessee shall,without demand therefor and at its own cost and expense within five(5) days after expiration or earlier termination of the term hereof,or of any extended term hereof,remove all property belonging to Lessor..(Any property not so removed shall be deemed to have been abandoned by Lessee and may be retained or disposed of by Lessor.)All alterations,additions,or improvements,and fixtures which by the terms hereof it is permitted to make,shall remain the property of the Lessor upon termination of the lease. Surrender Section 12.02. Lessee agrees to and shall,on expiration or earlier termination of the term hereof, promptly surrender and deliver the leased premises to Lessor without demand therefor in good condition. ARTICLE 13. CONDEMNATION All of Premises Section 13.01. If during the term of this lease or any extension or renewal thereof,all of the leased premises should be taken for any public or quasi-public use under any law,ordinance,or regulation or by right of eminent domain,or should be sold to the condemning authority under threat of condemnation,this lease shall terminate and the rent shall be abated during the unexpired portion of this lease,effective as of the date of the taking of said premises by the condemning authority. Partial Condemnation Section 13.02. If less than all of the leased premises shall be taken for any public or quasi-public use under any law,ordinance,or regulation,or by right of eminent domain,or should be sold to the condemning authority under threat of condemnation,this lease shall not terminate but Lessor shall forthwith at its sole expense,restore and reconstruct the building and other improvements,situated on the leased premises, provided such restoration and reconstruction shall make the same reasonably tenantable and suitable for the uses for which the premises are leased. Allocation of Awards Section 13.03. Lessor and Lessee shall each be entitled to receive and retain such separate awards and portions of lump-sum awards as may be allocated to their respective interest in any condemnation proceedings. The termination of this lease shall not affect the rights of the respective parties to such awards. ARTICLE 14. DEFAULTS AND REMEDIES 6 Default by Lessee Section 14.01. If Lessee shall allow the rent to be in arrears more than ten(10)days after written notice of such delinquency,or shall remain in default under any other condition of this lease for a period of ten(10) days after written notice from Lessor,or should any person other than Lessee secure possession of the premises,or any part thereof,by reason of any receivership,bankruptcy proceedings,or other operation of law in any manner whatsoever,Lessee shall be considered in default. Provided,however,if the Lessee is actively attempting to cure such default and is prevented from doing so through no fault of its own,the default period for cure shall be extended for a reasonable period of time to allow Lessee to cure the stated default. Lessee shall also pay all reasonable costs and attorney's fees incurred by Lessor in enforcing the terms of this lease agreement. Cumulative Rights and Remedies Section 14.02. All rights and remedies of Lessor under this lease shall be cumulative,and none shall exclude any other right or remedy at law. Such rights and remedies may be exercised and enforced concurrently and whenever and as often as occasion therefore arises. Default by Lessor Section 14.03. If Lessor defaults in the performance of any term,covenant,or condition required to be performed by it under this agreement,Lessee may elect either one of the following: (a) After not less than ten(10)days'notice to Lessor,Lessee may remedy such default by any necessary action,and in connection with such remedy may pay expenses and employ counsel;all(reasonable)sums expended or obligations incurred by Lessee in connection therewith shall be paid by Lessor to Lessee on demand,and on failure of such reimbursement,Lessee may,in addition to any other right or remedy that Lessee may have,deduct the costs and expenses thereof from rent subsequently becoming due hereunder;or (b) Elect to terminate this agreement on giving at least thirty(30)days'notice to Lessor of such intention, thereby terminating this agreement on the date designated in such notice,unless Lessor shall have cured such default prior to expiration of the 30-day period. ARTICLE 15. INSPECTION BY LESSOR Section 15.01. Lessee shall permit Lessor and its agents to enter into and upon the leased premises,after reasonable notice to Lessee,at reasonable times for the purpose of inspecting the same or for the purpose of maintaining or making repairs or alterations to the building. Lessor will use its best efforts so as not to interfere with the operation of Lessee's business when making such inspections,maintaining,or making repairs or alterations to the building. ARTICLE 16. ASSIGNMENT AND SUBLEASE Assignment and Subletting by Lessee Section 16.01. Lessee shall not assign or sublet all or any portion of the leased premises without the prior written consent of Lessor. • Assignment by Lessor Section 16.02. Lessor is expressly given the right to assign any or all of its interest under the terms of this lease. 7 ARTTC'T F 17 OPTTCIN TC1 RFNFW Section 17.01 . Provided that Lessee is not in default on any provision of this Lease,Lessee shall have the option to renew this Lease for two successive five(5)year terms. Said option shall be exercised by notifying Lessor, in writing,of its intent to renew not later than ninety(90)days prior to the conclusion of the then current term. The terms and conditions of this Lease during said option period shall be identical to the preceding term except that the monthly rent for each year of each option period shall be increased Three Percent(3%) per year from the previous year's annual rental amount. ARTICLE 18.MISCELLANEOUS Notices and Addresses Section 18.01. All notices provided to be given under this agreement shall be given by certified mail, addressed to the proper party,at the following addresses: Lessor: Summit Court,Inc. P.O.Box 1477 Elgin,IL 60121 Lessee: Greater Elgin Family Care Center 370 Summit Street Elgin,IL 60120 Parties Bound Section 18.02. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs,executors,administrators,legal representatives,successors,and assigns when permitted by this agreement. Applicable Law Section 18.03. This agreement shall be construed under and in accordance with the laws of the State of Illinois. Legal Construction Section 18.04. In case any one or more of the provisions contained in this lease shall for any reason be held to be invalid,illegal,or unenforceable in any respect,such invalidity,illegality,or unenforceability shall not affect any other provision thereof and this lease shall be construed as if such invalid,illegal,or unenforceable provision had never been contained herein. Sole Agreement of the Parties Section 18.05. This lease constitutes the sole agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter . within it. Amendment 8 Section 18.06. No amendment,modification,or alteration of the terms hereof shall be binding unless the same be in writing,dated subsequent to the date hereof,and duly executed by the parties hereto. Rights and Remedies Cumulative Section 18.07. The rights and remedies provided by this lease are cumulative,and the use of any one right or remedy by either party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law,statute,ordinance,or otherwise. Waiver of Default Section 18.08. No waiver by the parties hereto of any default or breach of any term,condition,or covenant of this lease shall be deemed to be a waiver of any other breach of the same or any other term,condition,or covenant contained herein. Attorney's Fees Section 18.09. In the event Lessor or Lessee breaches any of the terms of this agreement whereby the party not in default employs attorneys to protect or enforce its rights hereunder and prevails in any litigation,then the defaulting party agrees to pay the other party reasonable attorneys fees so incurred by such other party and same shall be included as part of any judgment entered by the court. Time of Essence Section 18.10. Time is of the essence of this agreement. Exculpation of Lessor Section 18.11. If Lessor shall convey title to the demised premises pursuant to a sale or exchange of property,the Lessor shall not be liable to Lessee or any immediate or remote assignee or successor of Lessee as to any act or omission from and after such conveyance. ARTICLE 19. ADJACENT PROPERTY RENTAL Section 19.01.Provided that Lessee is not in default on any provision of this Lease,Lessee shall have the option to lease,if available,additional space Iocated adjacent to the leased premises as described herein,and consisting of approximately 750 feet. Such lease agreement shall be negotiated by the parties,in good faith,and shall require a separate writing. 9 IN WITNESS WHEREOF,the undersigned Lessor and Lessee hereto execute this agreement as of the day and year first above written. LESSOR: LESSEE: SU COURT,INC., GREAT LOIN FAMILY C•RE CENTER ( / ) . Its Q�.�(�.( Its esident tiy Attest: '` . 4 1--e--Ct-> ,,- -Seeretary- v i c (-'/2E • q•8,63 PERSONALLY GUARANTEED BY: 4 9 IN WITNESS WHEREOF, the undersigned Lessor and Lessee hereto execute this agreement as of the day and year first above written. LESSOR: LESSEE: SUMMIT COURT,INC., GREATER ELGIN FAMILY CARE CENTER B� By: Its Its President Attest: Secretary PERSONALLY GUARANTEED BY: 9 b., AI mem " IrZatlifilij.1 ailillEMII, _ . . _ - .0 Uinta. UMWM 0 t it wen warm,, '''''''— ''''''-'—.i—':.:411 ::■.—".'"*"*""".........w.o ......,..—.......---.......Jou-mon:44 NOR. 450 DUNDEE AVENUE i 13111111111111Zit' 1 ELGIN , IL 60 120 • i 0 ! 01 0 { ........,.., isamv,saiwil,ausnm,mon I 'Imume•,•,asammen suns raaierluul• I. i., lismtaloommumnam I vs/moil 1 coma c . v-a* 0 stoftAct *; I 117 •:::::::111::::. 141 onanotarriummaal 1111111111•111111111MMUMIXIIII, A t............... ; 6) Wt5M11111111 111/12;2111:::::11 I --- •um ram..,,, ,...I ) — arreatii , . . - •..,., 1 . • OrTiOr 0 si il, 1 eull nus WU I _ . outmWO i 1 maw , 1 , rm.tokubmi II 1 1 ' 1 0 0 r meats'''''sfuni Kum(om DO=*/UWE lunnassnmania Rtamiow lel wisiemt .1 Nor mow* 11111111111111111111MilliM t1111111111111111rum III aim si irg,,TP1/011111111 r-1,001111. 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I:"LA.r' - 0 u 0 4 8 1 6 h.) ill R, oft.17.2004 Ve.1r—Cr P* "1 4111"111110.1 SCALE: 1/4 =1'-O" . .-,.."............,.........4.-....prp40-4,.... .• ""''''''''''''"'"'"'"*"'"'"""'"'"*"'""w " . ...__ This Summary of the Commercial Office Lease Terms is dated and effective this 10th day of December, 2007 and is entered into between East Park Professional Centre, LLC, an Illinois limited liability company ("Lessor") and Greater Elgin Family Care Center, an Illinois not for profit corporation ("Lessee"). The Lessee and Lessor agree to be bound by the terms of this Summary, which will supersede any conflicting terms in the Commercial Office Lease dated the same date herewith,to which this Summary is attached. The obligations of either party under the Summary Agreement are specifically contingent upon execution by both parties of the Commercial Office Lease to which this is attached. SUMMARY East Park Professional Centre,LLC and Greater Elgin Family Care Center Regarding 450 Dundee Avenue, Suite 101,Elgin IL 60120 Build to Suit LESSOR: East Park Professional Center,L.L.C. do Leroy Fitzsimmons,Manager LESSEE: Greater Elgin Family Care Center do Robert M.Tanner,President and CEO USE: Medical and dental office/clinic purposes associated with the practice of general medicine,dentistry and laboratory and those other uses commonly associated with the medical profession. LEASEHOLD: Approximately 3,300 square feet of rentable space,in the building constructed and commonly-known as 450 Dundee Avenue,Suite-i(3l, Elgin IL,at the SW corner of Seneca and Dundee Avenue. Upon completion of Build-Out the actual square feet of the leased premises will be recalculated and according to actual rentable space available to Lessee, the base rent will be adjusted. POSSESSION: Upon completion of construction and issuance of occupancy certificate/ permit by the City of Elgin, anticipated to be received by July 30,2008. Occupancy will only be permitted upon approval by the City of Elgin. Possession also dependent upon determination that available parking is adequate for use defined in this document,with documentation from the City of Elgin accepted as evidence of both. Delivery and installation of equipment specific to Lessee shall not constitute breach of possession. LEASE TERM: Ten (10) Years. Lessee shall have unilateral termination clause for all or a portion of leased space with a minimum 180 days notice to Landlord. LEASE BASE RENT: Seventeen and 50/100 Dollars ($17.50)per square foot for year one(1) and year two(2),then increased by three(3%)percent per year over the $17.50 amount, for the third(3"1)and each subsequent year thereafter. OTHER FEES: Lessee shall pay its pro-rata share of all property taxes and CAM,the total of which is currently estimated at and will be billed for the first(1st)Lease year at$1.00 per square foot for CAM and$1.25 for real estate taxes per square foot. The amount of estimated CAM and taxes is compared annually to the actual expenses incurred and the difference,if any,is either credited or charged to the Lessee. Each year's estimated amounts of CAM and real estate taxes shall be based upon the prior year's actual expenses. Furthermore,the annual increase for CAM shall be capped at 3%per year. The only exception will be an expected weather event,i.e.,snow,that is so severe the cost of removal/cleanup exceeds the year's cap. Lessee agrees to increase its pro-rata share for CAM within the year of the event commensurate with actual costs incurred to Lessor,appropriated to the Lesee's square footage. LESSOR: Lessor shall deliver the premises in a manner suited for General Medical/Dental office purposes which consists of approximately 3,300 rentable square feet as follows: 1. Lessor shall pay for architectural drawings blended and based upon drawings received from SCHEIN with an allowance of five(5)free sessions of discussion. Meetings regarding drawings must begin by January 11,2008 with finalization of drawings to be no later than February 29, 2008. -�2. Lessor shall complete build out per specification of Lessee as per the finalized drawings. 3. Funds for cabinets and countertops including custom reception/check- out areas shall be supplied by the Lessee.These funds shall include a 10% construction management fee.These funds shall be held in escrow with the title company as designated by lessor's bank loan officer. 4. The plumbing required for equipment drains and other floor drains, specific to the Lessee's equipment and/or examination room(s),shall be funded by the Lessee. These funds shall including a 10%construction management fee.These funds shall be held in escrow with the title company as designated by lessor's bank loan officer. 5. The leasehold demising walls will be covered with drywall which will be taped, sanded and painted according to the Lessee's plans by the Lessor. Floor tile and/or carpet will also be supplied by the Lessor according to the Lessee's plans. Materials shall match those of lower level offices of Lessee. • 6. The heating equipment shall be gas fired forced air combination heating, ventilating and air conditioning system,provided by the Lessor. 7. Lessor shall install parabolic lighting.i DELIVERY: Leasehold occupancy is expected to occur no later than August 1,2008. COMMENCEMENT:Lease shall commence on delivery of Possession. Lease term,Base Rent and all other economic obligations shall only commence upon delivery of Possession by Lessor as contemplated by this Lease Summary. • SECURITY DEPOSIT: The equivalent of one(1)months' first year base rent. LEASE CONTRACT: The following payment is due and payable on execution of Lease: Security Deposit and estimated first month's rent,CAM and Property Taxes. MAINTENANCE: The Lessor shall maintain and repair the external structure including the slab floor(excluding floor covering),roof, windows,exterior wails and HVAC system. Upon possession, Lessee shall at Lessee expense provide the necessary janitorial service to maintain the leasehold,clean at all times. CAM,provided by Lessor,shall include the following expenses: common area general liability insurance and fire insurance,parking lot maintenance,snow removal,outside lighting,lawn care and landscaping, interior common area utilities and cleaning,elevator and stairway maintenance and cleaning,other expenses as Lessor reasonably determines including a renewable management fee associated therewith. ADDITIONAL TERMS: Lessor will provide a lit monument exterior sign along Seneca,facing St. Iohn Street,to the extent allowed by the City of Elgin. Lessor is providing one T1 line to the premises; however,all costs associated with access to the T1 line shall be borne by the Lessee. ADDITIONAL LEASE SPACE: Lessee shall be granted right of first refusal for additional space within 450 Dundee Avenue,Elgin,IL 60120. Said right of first refusal shall be subject to the then existing economic conditions and legal terms which will be specified in the Lease attached hereto. Lessor: Lessee: /6/7//j/i-7/Z A►�,' Fitzs' "mons,Member _ . Robert M.Tanner,Pres. and CEO - , , -Greater Elgin Family Care Center AUDIT REPORT FEDERAL AWARDS - SUPPLEMENTAL INFORMATION FOR THE YEAR ENDED JUNE 30, 2012 Selden Fox, LTD. CERTIFIED PUBLIC ACCOUNTANTS Greater Elgin Family Care Center Government Auditing Standards - Federal Awards Supplementary Information For the Year Ended June 30, 2012 Table of Contents • Independent Auditor's Report 1 Supplementary Information: Schedule of Expenditures of Federal Awards 2 Notes to the Schedule of Expenditures of Federal Awards 3 Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards 4-5 Independent Auditor's Report on Compliance With Requirements That Could Have a Direct and Material Effect on Ea ch Major Program and on Internal Control Over Compliance in Accordance With OMB Circular A-133 6-7 Schedule of Findings and Questioned Costs 8-9 • S elden. Fox, LTD. A PROFESSIONAL CORPORATION CERTIFIED PUBLIC ACCOUNTANTS 630-954-1400 619 Enterprise Drive email @seldenfox.com 630-954-1327 FAX Oak Brook, Illinois 60523-8835 www.seldenfox.com INDEPENDENT AUDITOR'S REPORT Board of Directors Greater Elgin Family Care Center Elgin, Illinois We have audited the consolidated financial statements of Greater Elgin Family Care Center as of June 30, 2012 and for the year then ended and have issued our report thereon dated September 17, 2012 which expressed an unqualified opinion. The consolidated financial statements are the responsibility of the Greater Elgin Family Care Center's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America, and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by management, as well as, evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. Our audit was performed for the purpose of forming an opinion on the consolidated financial statements of Greater Elgin Family Care Center as a whole. The accompanying schedule of expenditures of federal awards is presented for purposes of additional analysis as required by the U.S. Office of Management and Budget Circular A-133, Audits of States, Local Governments and Non-Profit Organizations, and is not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the schedule of expenditures of federal awards is fairly stated in all material respects in relation to the consolidated financial statements as a whole. 4frg, ke,(.• September 17, 2012 Greater Elgin Family Care Center Schedule of Expenditures of Federal Awards For the Year Ended June 30, 2012 Federal Federal Grantor/Pass-through CFDA Federal Grantor/Program Title Number Expenditures United States Department of Health and Human Services: Community Health Centers Program- Health Center Cluster: contract: DHHS-H80CS00288 Consolidated Health Centers 93.224 * $ 823,599 Affordable Care Act (ACA) Grants for New and Expanded Services under the Health Center Program 93.527 * 757,062 Subtotal Health Centers Cluster 1,580,661 Health Center Integrated Services Development ARRA- Facility Investment Program contract: C8OCS16942-01 93.703 * 1,794,160 ARRA-Capital Improvement Program contract: C81 CS14100-01 93.703 54,825 Subtotal CFDA 93.703 1,848,985 Illinois Department of Human Services - Social Services Block Grant contract: 11 GQ01121 93.667 10,000 Total federal assistance $3,439,646 Federal programs identified as major programs. • See accompanying notes to the schedule of expenditures of federal awards. -2 - Greater Elgin Family Care Center Notes to the Schedule of Expenditures of Federal Awards For the Year Ended June 30, 2012 1. Basis of Presentation The accompanying schedule of expenditures of federal awards includes the federal grant activity of Greater Elgin Family Care Center and is presented on the accrual basis of accounting. The information in this schedule is presented in accordance with the requirements of OMB Circular A-133, Audits of States, Local Governments and Non-Profit Organizations. 2. Subrecipients Greater Elgin Family Care Center provided no federal awards to subrecipients during the fiscal year ended June 30, 2012. 3. Noncash Assistance Greater Elgin Family Care Center neither received nor disbursed federal awards in the form of nonmonetary assistance during the fiscal year ended ended June 30, 2012. 4. Insurance and Loans or Loan Guarantees During the year ended June 30, 2012, Greater Elgin Family Care Center received no insurance, loans, loan guarantees, or other federal assistance for the purpose of administering federal programs. - 3- S elders Fox, LTD. A PROFESSIONAL CORPORATION CERTIFIED PUBLIC ACCOUNTANTS 630-954-1400 619 Enterprise Drive email @seldenfox.com 630-954-1327 FAX Oak Brook, Illinois 60523-8835 wwwseldenfox.com INDEPENDENT AUDITOR'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS Board of Directors Greater Elgin Family Care Center Elgin, Illinois We have audited the consolidated financial statements of Greater Elgin Family Care Center as of and for the year ended June 30, 2012, and have issued our report thereon dated September 17, 2012. We conducted our audit in accordance with auditing standards generally accepted in the United States of America, and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. Internal-Control Darer_Financial Reporting In planning and performing our audit, we considered Greater Elgin Family Care's internal control over financial reporting as a basis for designing our auditing procedures for the purpose of expressing our opinion on the consolidated financial statements, but not for the purpose of expressing an opinion on the effectiveness of Greater Elgin Family Care Center's internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of Greater Elgin Family Care Center's internal control over financial reporting. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct misstatements on a timely basis. A material weakness is a deficiency, or combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected on a timely basis. Our consideration of internal control over financial reporting was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over financial reporting that might be deficiencies, significant deficiencies or material weaknesses. We did not identify any deficiencies in internal control over financial reporting that we consider to be material weaknesses, as defined above. -4- Compliance and Other Matters As part of obtaining reasonable assurance about whether Greater Elgin Family Care Center's consolidated financial statements are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit and, accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. This report is intended solely for the information and use of the Board of Directors, Finance Committee, management, others within the entity, and federal awarding agencies and pass- through entities, and is not intended to be and should not be used by anyone other than these specified parties. jr , f September 17, 2012 - 5 - S elder Fox, LTD. A PROFESSIONAL CORPORATION CERTIFIED PUBLIC ACCOUNTANTS 630-954-1400 619 Enterprise Drive email @seldenfox.com 630-954-1327 FAX Oak Brook, Illinois 60523-8835 wwwseldenfox.com INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE WITH REQUIREMENTS THAT COULD HAVE A DIRECT AND MATERIAL EFFECT ON EACH MAJOR PROGRAM AND ON INTERNAL CONTROL OVER COMPLIANCE IN ACCORDANCE WITH OMB CIRCULAR A-133 Board of Directors Greater Elgin Family Care Center Elgin, Illinois Compliance We have audited the compliance of Greater Elgin Family Care Center with the types of compliance requirements described in the U.S. Office of Management and Budget (OMB) Circular A-133, Compliance Supplement, that could have a direct and material effect on each of its major federal programs for the year ended June 30, 2012. The major federal programs are identified in the summary of auditor's results section of the accompanying schedule of findings and questioned costs. Compliance with the requirements of laws, regulations, contracts, and grants applicable to its major federal programs is the_responsibility of Greater Elgin Family Care Center's management. Our responsibility is to express an opinion on its compliance based on our audit. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, and OMB Circular A-133,Audits of States, Local Governments and Non-Profit Organizations. Those standards and OMB Circular A-133 require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about Greater Elgin Family Care Center's compliance with those requirements, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Our audit does not provide a legal determination of its compliance with those requirements. In our opinion, Greater Elgin Family Care Center complied, in all material respects, with the compliance requirements referred to above that could have a direct and material effect on each of major federal programs for the year ended June 30, 2012. - 6- Internal Control Over Compliance Management of Greater Elgin Family Care Center is responsible for establishing and maintaining effective internal control over compliance with the requirements of laws, regulations, contracts, and grants applicable to federal programs. In planning and performing our audit, we considered Greater Elgin Family Care Center's internal control over compliance with requirements that could have a direct and material effect on a major federal program to determine our auditing procedures for the purpose of expressing our opinion on compliance and to test and report on internal control over compliance in accordance with OMB Circular A-133, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance_ Accordingly, we do not express an opinion on the effectiveness of Greater Elgin Family Care Center's internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. Our consideration of the internal control over compliance was for the limited purpose described in the first paragraph of this section, and was not designed to identify all deficiencies in internal control over compliance that might be deficiencies, significant deficiencies or material weaknesses. We-did-not-identify any-deficiencies-in internal control over compliance that we consider to be material weaknesses,as defined above. This report is intended solely for the information and use of the Board of Directors, Finance Committee, management, others within the entity and federal awarding agencies and pass- through entities, and is not intended to be and should not be used by anyone other than these specified parties. St€41641 )4(- September 17, 2012 -7 - Greater Elgin Family Care Center Schedule of Findings and Questioned Costs For the Year Ended June 30, 2012 I. SUMMARY OF AUDIT RESULTS A. The auditor's report expresses an unqualified opinion on the consolidated financial statements of Greater Elgin Family Care Center. B. The audit did not identify any material weaknesses in internal control. C. The audit did not identify any noncompliance that is material to the financial statements of Greater Elgin Family Care Center. D. There were no significant deficiencies in internal control over major programs identified by the audit. E. The auditor's report on compliance applicable to major federal award programs expresses an unqualified opinion. F. There were no audit findings relative to major federal award programs that are required to be reported under paragraph .510(a)of OMB Circular A-133. G. Federal programs identified as major programs: Community Health Centers Program Health Center Cluster. Federal CFDA Number 93.224 Consolidated Health Centers Federal CFDA Number 93.527 Affordable Care Act (ACA) Grants for New and Expanded Services under the Health Center Program Health Center Integrated Services Development—ARRA: Federal CFDA Number 93.703 Facility Investment Program The dollar threshold to distinguish between Type A and Type B programs, as described in paragraph .520(b)of OMB Circular A-133, was $300,000. H. Greater Elgin Family Care Center and Related Entity qualified as a low-risk auditee under paragraph .530 of OMB Circular A-133. II. FINDING—FINANCIAL STATEMENTS AUDIT The financial statements audit did not disclose any findings to be reported. Ill. FINDINGS AND QUESTIONED COSTS—MAJOR FEDERAL AWARD PROGRAM AUDIT The audit did not disclose any findings or questioned costs to be reported. - 8- Greater Elgin Family Care Center Schedule of Findings and Questioned Costs For the Year Ended June 30, 2012 IV. PRIOR YEAR FINDINGS Finding 2011-1 Supporting documentation for patients' income and family size Greater Elgin Family Care Center has implemented internal control processes to ensure verification of the patients' income and family size is obtained and documented. This finding is considered resolved. - 9- f; ;:;__E ' Illinois Department of Revenue :4' Office of Local Government Services Sales Tax Exemption Section, 3-520 */ 101 W. Jefferson Street "„°a.2r7: -- Springfield, Illinois 62702 217 782-8881 June 8, 2012 GREATER ELGIN FAMILY CARE CENTER CHIEF EX OFF CHIEF FIN OFFICER 370 SUMMIT STREET • ELGIN IL 60120 We have received your recent letter; and based on the information you furnished1 we believe GREATER ELGIN FAMILY CARE CENTER of ELGIN, IL is organized and operated exclusively for charitable purposes. Consequently, sales of any kind to this organization are exempt from the Retailers' Occupa- . tion Tax, the Service Occupation Tax (both state and local), the Use Tax, and the' Service Use Tax in Illinois. We have issued your organization the following tax exemption identification number: E9943-0460-03. To claim the exemption, you must provide this number to your 4uppliers when purchasing tangible personal property for organizational use. This exemptic n may not be used by individual members of the organization to make purchases for their individual use. • This exemption will expire on July 1, 2017, unless you apply to the Illinois :Depart- ment of Revenue for renewal at least three months prior to the expiration date. Office of Local Government Services Illinois Department of Revenue • STS-49 (R-2/98) IL-492-3456 11-0000031 • II, 5 • INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASUR' P. O. BOX 2508 CINCINNATI, OH 45201 252 Employer Identification Number: Date: JUN 11 U 36-4249586 DLN: 17053074033012 GREATER ELGIN FAMILY CARE CENTER Contact Person: 620 WING ST UNIT #4 LENORE T DAVID ID# 11013 ELGIN, IL 60123-2800 Contact Telephone Number: (877) 829-5500 Accounting ..Period Ending : December 31 Form 990 Required: Yes Addendum Applies : No _Dear Applicant: Based on information supplied, and assuming your operations will be as stated in your application for recognition of exemption, we have determined you are exempt from federal income tax under section 501 (a) of the Internal Revenue Code as an organization described in section 501 (c) (3) . We have further determined that you are not a private foundation within the meaning of section 509 (a) of the Code, because you are an organization described in sections 509 (a) (1) and 170 (b) (1) (A) (vi) . - If your sources of support, or your purposes, character, or method of operation change, please let us know so we can consider the effect of the change on your exempt status and foundation status . In the case of an amend- ment to your organizational document or bylaws, please send us a copy of the amended document or bylaws . Also, you should inform us of all changes in your name or address . As of January 1, 1984 , you are liable for taxes under the Federal Insurance Contributions Act (social security taxes) on remuneration of $100 or more you pay to each of your employees during a calendar year . You are not liable for the tax imposed under the Federal Unemployment Tax Act (FUTA) . Since you are not a private foundation, you are not subject to the excise taxes under Chapter 42 of the Code. However, if you are involved in an excess benefit transaction, that transaction might be subject to the excise taxes of section 4958 . Additionally, you are not automatically exempt from other federal excise taxes . If you have any questions about excise, employment, or other federal taxes, please contact your key district office . Grantors and contributors may rely on this determination unless the Internal Revenue Service publishes notice to the contrary. However, if you lose your section 509 (a) (1) status, a grantor or contributor may not rely on this determination if he or she was in part responsible for, or was aware of, the act or failure to act, or the substantial or material change on the Letter 947 (DO/CG • -2- GREATER ELGIN FAMILY CARE CENTER part of the organization that resulted in your loss of such status, or if he o: she acquired knowledge that the Internal Revenue Service had given notice that you would no longer be classified as a section 509 (a) (1) organization. Donors may deduct contributions to .you as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to you or for your use are deductible for federal estate and gift tax purposes if they meet the applicable provisions of Code sections 2055, 2106, and 2522 . Contribution deductions are allowable to donors only to the extent that their contributions are gifts, with no consideration received. Ticket pur- chases and similar payments in conjunction with fundraising events may not necessarily qualify as deductible contributions, depending on the circum- stances . See Revenue Ruling 67-246, published in Cumulative Bulletin 1967-2 , on page 104, which sets forth guidelines regarding the deductibility, as chari table contributions, of payments made by taxpayers for admission to or other participation in fundraising activities for charity. In the heading of this letter we have indicated whether you must file Form 990, Return of Organization Exempt From Income Tax. If Yes is indicated, you are required to file Form 990 only if your gross receipts each year are normally more than $25, 000 . However, if you receive a Form 990 package in the mail, please file the return even if you do not exceed the gross receipts test If you are not required to file, simply attach the label provided, check the box in the heading to indicate that your annual gross receipts are normally $25, 000 or less, and_signthe return. If a return is required, it must be filed by the 15th day of the fifth month after the end of your annual accounting period. A penalty of $20 a day is charged when a return is filed late, unless there is reasonable cause for the delay. However, the maximum penalty charged cannot exceed $10, 000 or 5 percent of your gross receipts for the year, whichever is less. For organizations with gross receipts exceeding $1, 000, 000 in any year, the penalt is $100 per day per return, unless there is reasonable cause for the delay. The maximum penalty for an organization with gross receipts exceeding $1, 000 , 000 shall not exceed $50 , 000. This penalty may also be charged if a return is not complete, so be sure your return is complete before you file it . You are required to make your annual information return, Form 990 or Form 990-EZ, available for public inspection for three years after the later of the due date of the return or the date the return is filed. You are also required to make available for public inspection your exemption application, any supporting documents, and your exemption letter. Copies of these documents are also required to be provided to any individual upon written or i person request without charge other than reasonable fees for copying and postage. You may fulfill this requirement by placing these documents on the Internet . Penalties may be imposed for failure to comply with these requirements . Additional information is available in Publication 557, Tax-Exempt Status for Your Organization, or you may call our toll free number shown above. Letter 947 (DO/CC 1 -3- GREATER ELGIN FAMILY CARE CENTER You are not required to file federal income tax returns unless you are subject to the tax on unrelated business income under section 511 of the Code. If you are subject to this tax, you must file an income tax return on Form 990-T, Exempt Organization Business Income Tax Return. In this letter we are not determining whether any of your present or proposed activities are unre- lated trade or business as defined in section 513 of the Code. You need an employer identification number even if you have no employees. If an employer identification number was not entered on your application, a number will be assigned to you and you will be advised of it. Please use that number on all returns you file and in all correspondence with the Internal Revenue Service. In accordance with section 508 (a) of the Code, the effective date of this determination letter is August 27, 1998 . This determination is based on evidence that your funds are dedicated to the purposes listed in section 501 (c) (3 ) of the Code. To assure your continued exemption, you should keep records to show that funds are expended only for those purposes . If you distribute funds to other organizations, your records should show whether they are exempt under section 501 (c) (3) . In cases where the recipient organization is not exempt under section 501 (c) (3 ) , there should be evidence that the funds will remain dedicated to the required purposes and that they will be used for those purposes by the recipient. If distributions are made to individuals, case histories regarding the recipients should be kept showing names, addresses, purposes of awards , manner of selection, relationship (if any) to members, officers, trustees or donors o funds to you, so that any and all distributions made to individuals can be substantiated upon request by the Internal Revenue Service. (Revenue Ruling 56-304 , C.B. 1956-2 , page 306. ) If we have indicated in the heading of this letter that an addendum applies, the enr-losed addendum is an integral part of this letter. Because this letter could help resolve any questions about your exempt status and foundation status, you should keep it in your permanent records . If you have any questions , please contact the person whose name and telephone number are shown in the heading of this letter . Sincerely yours, Steven T. Miller Director, Exempt Organizations Letter 947 (DO/CG • File Number 6010-623-1 g5tatt Dr Altinois Ogee of Tat zerttarM of g5tate /h rtas, ARTICLES OF INCORPORATION OF GREATER ELGIN FAMILY CARE COOPERATIVE INCORPORATED 13NDRR THE LAWS OF TEE STATE OF ILLINOIS SAVE BEEN - FILED IN THE OFFICE OF TEE SECRETARY OF STATE AS PROVIDED BY TEE GENERAL NOT FOR PROFIT CORPORATION ACT OF ILLINOIS, IN FORCE ZANUARY 1, A.D. 1987. Now Therefore, I, George H. Ryan, Secretary of State of the 1State of Illinois, by virtue of the powers vested in me by law, do hereby issue this certificate and attach hereto a copy of the Application of the aforesaid corporation. all Tc3tiln011n iilinitrCef, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, �, at the City of Springfield, this 27Th •-o �, day of AUGUST A.D. 19 98 and of �� '1 the Independence of the United States the two hundred and 23RD /1fAr //flr fed • Secretary of State C-212.2 li . • - 2•r' , •, ARTICLES OF INCORPORATION (Do Not Write in This Space)•. 7 } SUBMIT IN DUPLICATE Date $•'�-I"a4 •• ,i +ysosetaie.•iius Payment must be made by certified check, • cashiers check, Illinois attorney's check.lllinds g Fee $50 AUG 27' 19 CPA s deck or money order,payable to'Seo- --Approved 62, GEORGE H. RYAN rem*of oo NOT SEND aASttt ct AID SECRETARY OF STATE _-p�G -?liS% - TO: GEORGE H.RYAN,Secretary of State Pursuant to the provisions of'The General Not For Profit Corporation Act of 1986,`the undersigned incorporator(s) hereby adopt the following Articles of Incorporation. • Article 1. The name of the corporation is; RhR BM MU CARE COCPERATIYE7 _ . Article 2: The name and address of the initial registered agent and registered office are • Registered Agent SIM • 6. JIB First Name Middle Name Last Name . - Registered Office 934 CENTER Stl±1 .__ . Number Street (Do not use P.O Box) E.GIAi IL 64120 i City ZIP Code County Article 3: The first Board of Directors shall be 3 in.number,their names and residential addresses _ • being as follows: (Not less than three) Address Director's Names• Number Street City State • Ed-linter, 2154 Potanac Place, Elgin, Illinois 60123 i Share Jones, 141 Beacon Drive, Bel.vid e, A 61C08, , Dm Alderson, 868 Erie Street, Elgin, I1. 60123 _ . Q Article 4. The purposes for which the corporation is organized are: . - ...,. . -- The purpose of Greater Elgin Family Care Cooperative (the "Corporation") are to operate exclusively for meaning of Section 501(x)(3) of the Internal ievenle Code of 19%,.as riAr be.wended frzm tine to tine, o� anY corresp3xling provision of any future J.htted States.Internal reverie Iasi, the "Code"),* In f�roe of its . 4R stated ,'the Corporation shall have the power to establish, own, manage aid maintain faciities.for t tie aocxomplistaent of said purposes. (if t * and as such the corporation shall operate exclusively for charitable, educational and scientific purposes. - .. . -�, _(� 7 Is this corporation a Condominium Association as established under the Condominium Property Act? El Yes. - Eli No (Check orie) 6tt1Q-623-1 - •- - _ is this corporation a Cooperative Housing Corporation as defined In Section 215 of the Internal Revenue Code of 1954? ❑Yes jfNo (Check one) is this a Homeowners Association which administers a common-interest community is defined in subsection(c)of Section 9-102 of the code of Civil Procedure? [ Yes 113Nd . Article 5. Other provisions(please use separate page): i Article 6. NAMES&ADDRESSES OF INCORPORATORS The undersigned incorporator(s)hereby declare(s),under penalties of perjury[that the statements made in • the 1. •. ,-1 • =:- , ncorporalioon are true. Dated. Al' d / ,19?t . . _ . . ...._— IGNATURES AND NAMES POST OFFICE ADDR 1. Go( r s4g a 1, 2154 Patccnac Place —.._ Signature Street • Ed hinter Elain. IL 60423 • 2. � �'��J,�� City/Town State Zip 14.1, ./11. 2 141 f�cm�v� Signature / Street tom . N. Cityffowri a Zip 3. „ -�'= =..;. .r — • -3_ 868 Erie Street . tune Street ... Um Mirran Elgin. IL 6 Name(please print) City/Town State ZIP 4. 4. - . ,. Signature Street Name(please print) City/Town State ZIP- 5. 5. • -- - . _.... . Signature Street Name(please print) City/Torm State ' ZIP (Signatures must be in BLACK INK on original document Carbon died, photocopied or nlbber stamped signatures may only be used on the true copy.) • It a corporation acts as incorporator,the name of the corporation and the state of incorporation Shall be shown and the execution shall be by Its President or Vice-President and verified by him,and attested by Its Secretary or an Assistant Secretary. _ . - •The-registered agent zannot be the-corporation itself. • • The registered agent maybe an individual,resident in this State,or a domestic or foreignvorporation..authorized to act as a registered agent. • The registered office may be.but need not be,the same as its principal office. i • Acorporation which isto function as a club,as defined in Section 1-3.24 of the'Liquor Control Act`of 1934,must insert in its purpose clause a statement that it will comply with the State and local laws and ordinances - relating to alcoholic liquors. - FOR INSERTS-USE WHITE PAPER-SIZE 81/2 x 11 • rh v � 2 F r- fzV i c6 o cc V d 52 ZS n% o a. .< tti5Onr• a'tr r' a f i4i. O oVRZir , ii.' J n ¢ g O = n. tO 41=0 . cc ct cc . eri.-I o • 0111XCI% U U z ill U ca pZ ..i }- Vine' Q mo r 0 u.. V ;Ae.f.6.--- • • • (Articles of Incorporation continued) Article 5. Other Provisions: All of assets and earnings of the Corporation shall be used exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3)of the Code,in the course of which operation: (a) No part of the net earnings of the Corporation shall inure to the bcnef t of, or be distributable to, its directors, officers, or other persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. (b) No substantial part of the activities of the Corporation shall be'the carrying on the propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene (including the pubs king or distribution of statements) in any political campaign on behalf Of or in opposition to any candidate for public officer except as authorized under the Code. (c) Notwithstanding any other provisions of the Corporation's Articles of Incorporation any Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on(1) by a.corporation exempt from federal income tax under Section 501(c)(3) of the Code, or (2) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code. (d) Upon the dissolution or liquidation of the Corporation, the Board of Directors shall (1) pay or make provision for the payment of all of the liability of the corporation; and(2)return,transfer or convey all the property and asseta of any nature of the Corporation to an organization or organizations organized and operated exclusively for religion, charitable, scientific or educational 1urposes as at the time qualify as an exempt organization or organizations under Section. 501(c)(3) of the Code, and as the Board shall so determine in accordance with the Illinois Not for Profit Corporation Act of 1986, asl may be amended from time to time, or any other applicable law. Any such assets not so disposed of Qhatl be disposed of by a court of competent jurisdiction in the county in which the principal office has been located, to such organization or or organizations as such court shall determine, which are organized and operated for such purposes. KANE CO fii! IE.I: .. :. --ESeKO 1 01125 20 f 10 RHO:00 File# 10 - CZ3r / 4* y' R.....'.,.r, .RECORDER Form B CA-5.1 O NFP-105.10 (Rev.Jan.1995) George H.Ryan - Secretary of State . Department of Business Services Springfield, IL 62756 Telephone(217)782-3647 This space for use by I L E Secretary of State STATEMENT OF Date • lL- CHANGE DEC 0 3 1999 Filing Fee $5 OF REGISTERED AGENT AND/OR REGISTERED *JESSE WHITS Approved: SECRETARY OF.STATE OFFICE Remit payment in deck or money order. "'- ""payable to `Secretary of StaII�e.' i 1. CORPORATE NAME: GREATER ELGIN FAMILY CARE CENTER 2. STATE OR COUNTRY OF INCORPORATION: ILLINOIS 3. Name and address of the registered agent and registered office as they appear on the records of the office of the Secretary of State (before change): Registered Agent '-' t First Name Middle Name Last Name • Registered Office 934 CENTER LSTR ET 1 Number Street Suite No. (A P.O. Box alone is not acceptable) ELGIN IL 60120 KANE City Zip Code County 4. Name and address of the registered agent and registered office shall be (after all changes herein reported): Registered Agent NEELAM BHARDWAJ First Name Middle Name Last Name Registered Office- 934 CENTER STREET Number Street Suite No. (A P.O. Box alone is not acceptable) ELGIN IL 60120 KANE \.s. City Zip Code c4inty i 0,9 t • • _ J vS • 5. The address of the registered office and the address of the business office of the registered agent,as changed, will be identical. 6. The above change was authorized by: ('X'one box only) a. (J By resolution duly adopted by the board of directors. , (Note 5) .b. ❑ By action of the registered agent. (Note 6) • NOTE: When the registered agent changes,the signatures of both president and secretary are required. 7. (If authorized bj)The board of directors,sign here. See Note 5) The undersigned corporafion.has-caused this statement.to be signed by its duly authorized officers,each of whom affirms, under penalties of perjury,that the facts stated herein are true. Dated SEPTEMBER 23 19, 99 .GRFATFR F G TI Y r.ARF CENTER attested byetj G by J)14 p -�- (Signature of ecre ry or " nt Secretary) (Signature of Vince President) ED HUNTER, SECRETARY • DONNA ANDFRSENN. PRFSTf ENT (Type or Print Name and Title) . - - (Type or Print Name and Title) • (if change of registered office by registered agent,sign here. See Note 6) The undersigned, under penalties of perjury,affirms that the facts stated herein are true. Dated 19, (Signature of Registered Agent of Record) NOTES 1. The registered office may,but need not be the same as the principal office of the corporation. However,the registered office and the office address of the registered agent must be the same. 2. The registered office must include a street or read address;a post office box number alone is not acceptable. 3. A corporation cannot act as its own registered agent. 4. If the registered office is changed from one county to another,then the corporation must file with the recorder of deeds of the new county a certified copy of the articles of incorporation and a certified.copy of the statement of change of registered office. Such certified copies may be obtained ONLY from the Secretary of State. • 5. Any change of registered agent must be by resolution adopted by the board of directors.This statement must then be signed by the president (or vice-president)and by the secretary (or an assistant secretary). . 6. The registered agent may report a change of the registered office of the corporation for which he or she is registered agent. When the agent reports such a change, this statement must be signed by the registered anent _ . . File Number 6010-623-1 _.----- IF 1111 Irddrar ------"'■0 0,...„:"1:7....."-...:7._■....... 06.1-FiraD ., -ft------ -- k;: ll..( • Cl'''' 0,)?- F- IC ‘01: .. O \ I 4. .4%, k,9 e_....,....-"/ AAF4 m \--..........._9 tulip- -cl- - iv 4N J - 0..-, epiii, / -:-.4t, �,,''''' ,14 i . 0` To all to whom these Presents Shall Come, Greeting: I, Jesse White, Secretary-of State of the State of Illinois, do hereby certify that GREATER ELGIN FAMILY CARE CENTER, A DOMESTIC STIC CORPORATION, INCORPORATED UNDER THE LAWS OF THIS STATE AUGUST ',27, 1998, APPEARS TO HAVE COMPLIED WITH ALL THE PROVISIONS OF THE ; GENERAL NOT FOR PROFIT CORPORATION ACT OF THIS STATE, AND AS OF THIS DATE, IS A DOMESTIC CORPORATION IN GOOD STANDING IN THE STATE -OF ILLINOIS*******************.****.***************************I***** • ;,_ o,�l� In Testimony Whereof, I, hereto set `� --- +►,� my hand and cause to be affixed the Great Seal of �' t) .$ the State of Illinois, this 20TH ;i m � y to y f MAY 2 002 , %\‘'"'� ' �< day o A.D. • Ili Ziip-•:. ani-fi -.- 1 CM,..e,e' -./(g..-/e■ )17.-)te.:&, SECRETARY OF STATE C-260.1 BOARD MEMBER ROSTER 8/23/12 BOARD MEMBER NAME OFFICE TERM COMMITTEE SERVICE HOME PHONE AREA OF FIRST LAST HELD EXPIRES ASSIGNMENTS BEGIN DATE ADDRESS CITY ST ZIP CODE BUSINESS PHONE EXPERTISE H-868 Erie Street W-551 Tollgate Road,Suite H-847-695-6813 1 Donna Anderson Board Member 12/31/12 Development-C,Personnel,Finance 1/1/10 B Elgin IL 60123 W-847-622-1049 Community Advocacy 2 Judy Balcitis Board Member 6/30/15 C-Operations/QA,Personnel 7/1/09 1450 N.Randall Rd. Elgin IL 60123 224-783-2908 Health Care 3 Paul Bednar Board Member 8/12/15 Finance 8/1382012 16 Rugey Place Elgin IL 60120 (847)987-7526 Engineering 4 Jackie Brittain Treasurer 12/31/14 Audit,Finance-C,Executive 12/15/08 W-1542 South Randall Road Geneva IL 60134 W-630.845.4368 Banking/Finance 5 Maria Cumpata Board Chair 10/13/14 Personnel-C,Ops/QA,Executive _ 10/13/08 W-150 Dexter Court Elgin IL 60120 W-847.931.6129 Recreation 6 Debbie Everett Board Member 7/30/14 Ops/QA; 8/1/11 77 N.Airlite Street Elgin IL 60123 C:630.485.8025 Health Care 7 Keith Golden Board Member 8/10/13 Finance 10/11/10 901 Center Street Elgin IL 60120 W-224.783.2984 Facilities Management 8 Elizabeth Hoeft Secretary 8/29/13 Personnel;Executive 8/30/10 216 King Arthur Court Elgin IL 60120 H:847 742-3211 Community Advocacy 9 Lorraine Kopczynski (Board Member 8/12/15 ,Operations/Quality Assurance 8/13/12 5613 Chesapeake Drive McHenry IL 60050 M:(815)861-3677 Mental Health M•630.712.9700 10 Morris Mallory Board Member 12/14/13 Personnel 12/15/10 McHenry,IL 60050 Elgin IL 60120 W:847.888.5000 x5317 Education 11 Bob Stephens Board Member 7/9/12 Operations/Quality Assurance 7/9/12 1719 Cashel Lane McHenry IL 60050 C:312.231.7687 Information Technology 12 Beth Tze Board Member 5/13/15 Finance 5/14/12 3040 Salt Creek Lane Arlington Hts IL 60050 W:847.385.7321 Health Care GREATER ELGIN FAMILY CARE CENTER BYLAWS (November 2010 Revision) ARTICLE I Names and Offices SECTION 1 The organization is a nonprofit, charitable corporation, which shall be known as the Greater Elgin Family Care Center(hereinafter referred to as "the Corporation"). SECTION 2 This Corporation is organized under the general Not-for-Profit Corporation Act of the State of Illinois. SECTION 3 The principal office of the corporation (and place of business)and the registered office shall be in the State of Illinois in the City of Elgin. The Corporation may have such other offices in the State of Illinois as the business of the Corporation may require from time to time. The registered office of the Corporation required by the General Not-For-Profit Corporation Act shall be maintained in the State of Illinois, and the address of the registered office may be changed from time to time by the Board of Directors. SECTION 4 The registered agent of the corporation in Illinois is the President and Chief Executive Officer or other person as designated by the Board of Directors. ARTICLE II Description of Corporation and Purposes SECTION 1 This Corporation is non-sectarian, non-political and not-for-profit and no part of its net earnings shall inure to the benefit of any private shareholder or individual. SECTION 2 The corporation shall have such powers as are now or may hereafter be granted by the General Not-for-Profit Corporation Act of the State of Illinois and the power to receive, use, hold, and apply funds, gifts, bequests, and endowments, or the proceeds thereof to give effect to and carry out the purposes herein stated. SECTION 3 The purposes for which the Corporation has been formed, as set forth in the Articles of Incorporation,filed in the Office of the Secretary of the State of Illinois on August 27th, 1998 are as follows: a. To promote health maintenance, provide medical services, provide health education, and to provide to the community health information and referral services. b. Provide these services to persons without regard to race, creed, or ability to • pay. 1 c. To provide quality healthcare and access to healthcare for the uninsured and underserved medical population of the City of Elgin, IL and the surrounding areas.To this end, the Corporation will: (1) establish sources of funding (such as a Federally Qualified Health Center[FQHCj)that enables the Corporation to expand services provided to the community. (2) establish policies and procedures designed to ensure the provision of preventive, primary and supplemental health care services (including health education and enabling services)to the population served by the Corporation in a manner which will best meet the community's needs. ARTICLE III Service Area SECTION 1 The Corporation's service area shall include the City of Elgin, IL, and other surrounding areas as the Board of Directors may, from time to time, approve. ARTICLE IV Membership SECTION 1 The Corporation shall have no members.The term "member,"as used in these Bylaws, shall refer solely to members of the Board of Directors and/or members of Board committees. ARTICLE V Board of Directors SECTION 1 Size. The Board of Directors of the Corporation shall be comprised of a minimum of nine (9)members and a maximum of fourteen(14) members, four of whom are elected officers and one of whom is the immediate past board chair. Each member shall hold office until his/her successor shall have been elected and qualified. A decrease in the number of directors shall not shorten an incumbent director's term. Election hereunder shall not of itself create any contract right. General Powers. The affairs of the corporation are directed by a Board of Directors. SECTION 2 Composition and structure. The structure and composition of the Board of Directors shall be as follows: (a) User Members of the Board. A majority of Board members shall be individuals who are served by the Corporation and who, as a group, represent the individuals being served by the Corporation, in terms of demographic factors such as race, ethnicity, and gender. User members should live in the 2 Corporation's service area; utilize the Corporation as their principal source of primary care; and have used the Corporation's services within the last two years. A legal guardian of a user who is a dependent child or adult, or a legal sponsor of an immigrant, may also be considered a user. (b) Non-User Members of the Board. No more than one-half of the Board members may be individuals who derive more than ten percent (10%)of their annual income from the health care industry. The remaining Board members shall be representative of the community served by the Corporation, and shall be selected for their expertise in health care delivery, community affairs, local government, finance and banking, legal affairs, trade unions, and other commercial and industrial concerns, or social service agencies within the community. Non-user members of the Board should live or work in the Corporation's service area. (c) No Board member shall be an employee of the Greater Elgin Family Care Center, or spouse, child, parent, brother, or sister, by blood or marriage, of an employee. (d) Board members shall be at least eighteen (18) years of age at the time of election. (e) The President and Chief Executive Officer of the Greater Elgin Family Care Center shall be an ex-officio, nonvoting member of the Board. SECTION 3 Elections, Classes, and Term. (a) At the annual meeting immediately following the adoption of this subparagraph by way of amendment,the existing board members shall be divided into five groups, the terms of these five groups being 2 years, 3 years, 4 years, 5 years and 6 years respectively. At each subsequent annual meeting of the Corporation, the Board of Directors shall elect Board members to replace those Board members in the group whose terms shall expire as of the date of such annual meeting. The newly elected Board members'terms shall commence as of the day immediately following the annual meeting at which they are elected. Unless terminated earlier in accordance with this Article, each member shall hold office until the expiration of the term for which he/she is elected and qualified. (b) Board members shall be elected in six groups of three or more. The term of initial Board of Directors shall be as set forth in the preceding subparagraph. Subsequent to the terms of the initial Board of Directors, at each annual meeting, one group of three or more persons shall be elected by the Board of Directors to serve ad Directors for a term of three(3) years. Any Board member who has otherwise satisfactorily performed his/her duties as a Board member shall be eligible for re- election to the Board upon expiration of his/her term,provided that such member 3 continues to meet the eligibility guidelines set forth in these Bylaws and by the Corporation, and provided that the board member has not served more than a total of six consecutive years. (c) Board members having served one three year term may be re-elected for an additional term of three years, but must then remain off the Board for at least one year before being re-considered for election. In the event of special circumstances, a two-thirds majority of the Board may extend a term of office. 1 SECTION 4 Vacancy (a) Subject to subsection (c), below, when a Board seat is vacated before the term has expired (or a new Board seat is created), a Board member shall be elected by a majority vote of the Board members present at any regular meeting of the Board or any special meeting called for such purpose. That new Board member shall serve only for the duration of the unexpired term of the seat filled. (b) Any and all vacancies or new Board seats shall be filled in accordance with these Bylaws. SECTION 5 Removal. (a) A Board member may be removed by the Board of Directors by a two-thirds vote of the remaining Board members and present and voting at any special meeting called for such purpose, for conduct detrimental to the interests of the Corporation,for lack of sympathy with the Corporation's purposes, or for refusing to render reasonable assistance in carrying out the Corporation's purposes, or whenever it is determined that the best interest of the Corporation would be served by such removal. Any allegation shall be presented in wilting, by mail, to the Board member in question at least five (5)days in advance of the meeting. The allegation shall be noted on the agenda of the meeting. The Board member in question shall be entitled to appear before and be heard at such meeting. (b) The unexcused absence of any Board member from three (3) consecutive Board meetings may, in the sole discretion of the Board, be cause for removal from the Board, in accordance with Section 5(a) of this Article. (c) Removal of a Board member shall create a vacancy, and a new Board member shall be elected in accordance with Section 4 of this Article. (d) "At least twenty(20) days advance notice of time, place and purpose shall be given for any meeting for the purpose of removing a director." 4 SECTION 6 Resignation. (a) A Board member may resign at any time by giving written notice to the Chairperson or Secretary. (b) Resignation of a Board member shall create a vacancy, and a new Board member shall be elected in accordance with Section 4 of this Article. SECTION 7 Rights The right of a Board member to vote and all of his/her other rights, titles and/or interests in the Corporation shall cease upon the termination of his/her membership on the Board of Directors. SECTION 8 Responsibilities The Board shall have, and is vested with; unlimited powers and authority, except as may be expressly limited by law, the corporate charter or these Bylaws. The Board of Directors shall be specifically responsible for: (a) Approval of the Corporation's annual operating and capital budgets, with the overall ( ) PP rP P 9 9e plan and budget prepared under the Board's direction. (b) Establishment and adoption of general policies for the Corporation,including health care policies and selection of services,including the scope and availability of services,location and hours of operation,and quality of care audit procedures. (c) Approval of the selection, evaluation and termination of the President and Chief Executive Officer of the Corporation; (d) Evaluation of the Corporation's activities, including service utilization patterns, productivity, patient satisfaction, achievement of program objectives, and development of a process for hearing and resolving patient complaints. (e) The establishment and adoption of personnel policies and procedures which shall be applicable to all of the Corporation's employees. (f) Approval of: (i)the Section 330 grant application; (ii)the annual project plan; and (iii) any application for subsequent grants under Section 330 of the U.S. Department of Health and Human Services. (g) Assuring that the Corporation is operated in compliance with applicable Federal,State and local laws and regulations; 5 (h) Evaluation of the Corporation's achievements at least annually and utilization of the knowledge gained thereby to revise the Corporation's goals, objectives, plan and budget as necessary and appropriate; (I) Establishment and adoption of financial policies regarding financial matters,and policies for billing and collections activities, including a policy regarding determinations of eligibility for services and criteria for sliding fee discount schedules. p) Attending to any matter which the Board determines is in the best interest of the Corporation, and is within the purposes and objectives of the health center; and (k) Measure and evaluate the Corporation's progress in meeting its annual and long-term programmatic and financial goals, and develop a plan for the long-range viability of the Corporation by engaging in strategic planning, ongoing review of the Corporation's mission and bylaws, evaluating patient satisfaction, and monitoring organizational performance and assets. ) (I) Taking all necessary steps to assure the achievement of the purposes and objectives of the Corporation; SECTION 9 Powers of Individual Board Members No individual Board member shall act for the Board of Directors except as may be specifically authorized by the Board. Board members shall refrain from giving personal advice or directives to any staff personnel of the Corporation. SECTION 10 Compensation (a) No Board member shall receive any compensation for any services performed in his/her capacity as a Board member. Board members may be reimbursed by resolution of the Board for reasonable expenses incurred in attending a regular or special meeting of the Board of Directors. (b) The Board may contract for unusual or special services provided to the Corporation by Board members. Nothing in these Bylaws shall limit any Board member from receiving compensation appropriate for the value of such services performed for the Corporation in a capacity other than as a Board member, provided that all policies and procedures regarding Board member conflicts of interest and applicable procurement standards have been followed. SECTION 11 Quorum A majority of the Board of Directors constitutes a quorum for the transaction of business at any meeting of the Board. SECTION 12 Voting Each member.has one vote. There is no voting by absentee ballot or by proxy. Action E 5^F 6 I i F taken by a majority of the Board Members present and voting at a meeting duly held at which a quorum is present is the action of the Board. x SECTION 13 Meetings t K Regular meetings of the Board of Directors shall be held monthly on such day of the month as the Board from time to time may designate. Meetings shall be held at the offices of the t Corporation unless otherwise designated by notice in writing at least seven (7)days prior to a meeting date. Special meetings of the Board of Directors may be called any time by the Board Chair or by any three (3) members provided at least three (3)days' written or facsimile transmission notice is given of the time and place of such meetings. The Annual Meeting of t the Board of Directors shall be held on such date, and at such place as is designated by the Board of Directors. t. SECTION 14 Manner of Acting L A quorum shall be required for official board action. An extraordinary majority of three-fourths of all Board Directors shall be required to approve dissolution of the Corporation or to purchase I or sell real estate. i I SECTION 15 Orientation i The retiring and remaining Directors of the Board are responsible for orienting newly elected members as soon as possible following elections. The retiring members shall turn over all appropriate documents and provide all information as appropriate to the newly elected directors. t SECTION 16 Conflict of Interest i No director shall serve as a member of the Corporation's Board of Directors if that individual's I. professional, civic, social or occupational commitments are in conflict with, or-are detrimental to ' the programs and/or goals of the Corporation. In addition, no Director may vote on or participate in any matter in which he or she (or any relative of such individual) has any direct or t indirect financial interest. SECTION 17 President and Chief Executive Officer The Board of Directors shall employ a salaried staff executive who shall have the title of President and Chief Executive Officer and whose terms and conditions of employment shall be # specified by the Board. The President and Chief Executive Officer shall be responsible for all day-to day management functions, and shall manage and direct all activities of the Corporation in accordance with rules established by the Board of Directors and shall be responsible to the Board of Directors. In the course of duties and under policies established by the Board of Directors, the President and Chief Executive Officer shall (a)employ and terminate members F of the staff necessary to carry on the work of the Corporation, and fix their compensation within the approved budget, and (b)define the duties of the staff, supervise their performance, establish their titles and delegate those responsibilities of management as shall be in the best interest of the Corporation. Unless otherwise directed by the Board, the President and Chief Executive Officer shall attend all meetings of the Board of Directors, the Executive Committee, and such other committees as requested by the Chairperson of any committee. The executive Director shall also have such other duties as may be prescribed by the Board. t k l• 7 !. i t C "Section 18 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or a committee of the Board of Directors may be taken without a meeting if the text of the action or resolution agreed upon is sent to all Board members then in office or all committee members, as applicable,provided that all Board members then in office or all committee members, as p applicable consent in writing to such action or resolution. Such consent in writing shall have the same force and effect as a vote of the Board of Directors or a committee, as applicable, at a meeting thereof, and may be described as such in any document executed by the Corporation." "Section 19 Minutes. Minutes, including a record of attendance, shall be maintained at all meetings of the Board of Directors, which minutes shall be signed by the Secretary or his/her designee, approved by the Board of Directors at a subsequent meeting,and retained at the office of the Corporation." "Section 20 Executive Session. The Board of Directors may conduct all or any part of a meeting in Executive Session for such purposes as it deems necessary, including but not limited to, discussion of litigation(actual or threatened), evaluation of personnel or discussion of personnel issues, or receipt of the results of the annual audit. The Chairperson of the Board of Directors may invite the President and Chief Executive Officer and such other persons as he/she deems appropriate to attend an Executive • Session. The public and staff personnel are excluded from Executive Sessions except when invited to give testimony of advice, after which they will be excused." ( ARTICLE VI 1 Officers SECTION 1 Officers The officers of the Board of Directors are a Board Chair, a Chair Elect, a secretary, and a treasurer and such other officers as the Board shall, from time to time, deem necessary. All officers must be Board members, and shall be elected by the Board of Directors having served on the Board for at least twelve (12)months. SECTION 2 Election and Term of Office The Board members shall elect the officers by a majority of the full Board at the annual Board meeting. All officers shall be elected for a term of two (2) years and no officer shall be elected for more than two (2) consecutive terms in the same office. The new officers'terms shall commence as of the day immediately following the annual meeting. In addition, the immediate past board 8 I t chair shall serve as a member of the executive committee for a period of two (2)years r immediately following his/her term as board chair. R i SECTION 3 Removal t The Board of Directors may remove any officer whenever in its judgment the best interest of t the Corporation would be served. This action may be taken at any regular of special meeting of the Board of Directors by a two-thirds vote of the total number of Directors then in office. l SECTION 4 Vacancies t A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directions for the un-expired portion of the term at the next 1 regular or special meeting. SECTION 5 Powers and Duties of Officers a) Board Chair. The Board Chair is the principal officer of the Corporation and in general supervises and controls all the business and affairs of the Corporation. He/she (i) presides at all meetings of the Board of Directors and of the Executive Committee of the Corporation, (ii)cast the deciding vote at all meetings in the event of a tie vote on any matter; (iii) select committee memberships and committee chairpersons; (iv) represent the Board at public functions; (v) review all grants and submissions for funding; and (vi) perform such other duties as may be required of him or her by the Board of Directors. The Board Chair may sign with the secretary or any other officer of the Board of Directors, all legal documents and in general, shall perform all duties related to the office of the ( Board Chair. He/she is an ex-officio member of all committees other than the Executive Committee. t i b) Chair Elect. In the event of the Board Chair's absence, inability or refusal to act, the Chair Elect performs the duties of Board Chair, and when so acting has the powers of and is subject to all restrictions imposed on the Board Chair. The Chair Elect chairs the Bylaws Committee. [ c) Secretary. ir The Secretary shall: (i)keep and oversee an accurate record of the proceedings of all i' meetings of the Board of Directors; (ii)present such record to the Board for approval l, and adoption; (iii)give or cause to be given all notices in accordance with these Bylaws l or as required by law; (iv)be responsible for such other actions of the Corporation as I the Board of Directors shall direct; and (v)in general, perform all duties customary of ; the office, The Secretary shall be the sole person permitted to seal and certify official t Board approval of matters before the Board. i • [ f 9 ; l S. i t d) Treasurer The Treasurer shall: (i)oversee the fiscal affairs of the Corporation; (ii) report on the financial condition of the Corporation to the Board of Directors at its regular meetings, the annual meeting and at such other times as the Board may require; and (iii)function as chairperson of the Finance Committee. The Treasurer shall ensure that all funds of the Corporation shall be deposited to the credit of the Corporation in such banks and depositories and under such terms and conditions as may be determined by the full Board. SECTION 9 Compensation of Officers The officers shall serve without monetary compensation. ARTICLE VII Committees SECTION 1 Committees of the Board The Board of Directors, by resolution adopted by a majority of the directors, may designate 1 one or more committees of indefinite duration and one or more task forces of specific duration, each of which shall consist of two or more directors. These committees and/or task forces shall have such names and responsibilities as provided in said resolution or determined from time-to-time by the Board. The chairperson of each committee or task force shall be appointed by the Board Chair, subject to the approval of the Board, for a term of one year, or more if approved by the Board. SECTION 2 Term of Office Each member of a committee shall continue until the next annual meeting of the Corporation or until a successor is appointed, unless the committee is terminated sooner or unless such member is removed from such committee or unless such member ceases to qualify as a member. SECTION 3 Standing Committees A standing committee is a permanent committee that shall consist of Board members and other committee members who shall be appointed by the Board Chair, subject to approval of the Board of Directors. One member of each committee shall be appointed committee chairperson by the Board Chair, except that the Board Chair shall be the chairperson of the Executive Committee and the Treasurer shall be the chairperson of the Finance Committee. All standing committees shall operate within the policies of the Board of Directors. Each standing committee shall have at least three (3) Board members. The standing committees are: f4 (a) Executive Committee. The Executive Committee shall be comprised of the Board Chair, the Chair Elect, the Secretary and the Treasurer, and in addition, the immediate past.board 1 10 chair for a period of two (2) years immediately following his/her term as board chair, and the/an attorney-member of the board of directors from time to time. The Executive Committee shall convene as necessary and,under the direction of the full Board, shall act 4' for the Corporation in all matters during the interim periods between meetings of the Board of Directors. Specifically, the Executive Committee shall: (i) develop the Board . Plan for the year, including training and development for the Board and appropriate travel for Board members; and(ii) shall conduct the preliminary evaluation of the President and Chief Executive Officer and shall make recommendations to the full Board accordingly. The President and Chief Executive Officer shall be an ex-officio, nonvoting member of the Executive Committee. (b) Nominating Committee. The Nominating Committee shall be responsible for preparing, prior to each annual meeting of the Board, a slate of recommended candidates for election as Board members and, when necessary, recommending candidates for election to vacant or new Board seats as vacancies or openings occur, subject to the Board composition requirements set forth in Article V, Section 2 of these Bylaws. (c) Finance Committee. The Finance Committee shall be responsible for monitoring and making recommendations regarding the financial status and policies of the Corporation, including fiscal planning, budgeting, policy development, and financial performance, reviewing financial statements of the Corporation, and reporting on and overseeing the annual independent financial audit process (with the final annual audited report to be presented to the Board of Directors), as well as working with all financial consultants and auditors. (d) Operations/Quality Assurance Committee. The Quality Assurance Committee shall be responsible for monitoring and making recommendations for the implementation and improvement of the Quality Assurance Program of the Corporation. (e) Development Committee. The Fundraising Committee shall be responsible for overseeing all fundraising initiatives and authorizing solicitations on behalf of the Corporation. (g) Bylaws Committee. The Bylaws Committee shall be responsible for ensuring that the Bylaws are maintained and, if necessary, modified in accordance with all legal requirements. The responsibility of this committee is to review the bylaws at least once every two (2)years and recommend to the Board any revision deemed necessary. "(h) Personnel Committee. The Personnel Committee shall be responsible for all matters relating to personnel, including the submission of appropriate personnel policies and procedures to the Board for approval, the recommendation of appropriate perquisites for employees of the Corporation from time to time, the review of specific issues referred by the chief executive from time to time and the making of recommendations to the board in such cases." 3 pf 11 I i 1 SECTION 4 Vacancies s Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. SECTION 5 Quorum Unless otherwise provided in the resolution of the Board of Directors designating a committee, f a majority of a committee shall constitute a quorum. SECTION 6 Ad Hoc Committees The Board of Directors may from time-to-time create other committees, task forces, advisory or t honorary boards at a regular or special meeting of the Board of Directors. The Board of i Directors shall provide the direction and guidelines of such committees. The Board Chair shall appoint the chairpersons of such committees. SECTION 7 Advisory Board This board shall function as an advisory body to the Board of Directors and staff. Its purpose is to provide professional advice and assistance to the Family Care Center. Advisory Board i members shall have all rights of the Board Directors except the right to vote and attend 4 executive sessions. Advisory Board members shall advise staff and Directors on issues that t may be presented to them and shall serve on appropriate committees. The Board of Directors i shall determine guidelines for composition and appointment. 4 SECTION 8 Honorary Board This board shall function as a collection of prominent individuals who are interested in lending their support to the Corporation. The Board of Directors shall determine guidelines for composition and appointment. t I. SECTION 9 Removal i Any chairperson or member of a committee may be removed by a majority vote of the Board of i Directors whenever the best interests of the Corporation would be served thereby. F 1 SECTION 10 Term of Office r Each member of a committee shall continue such committee membership until the next annual I meeting of the Board, unless the committee shall be sooner terminated, or unless such 1 member resigns from the committee or is removed from the Board of Directors. f r SECTION 11 Rules t Each committee may adopt rules for its own governance not inconsistent with these bylaws or with rules adopted by the Board of Directors. t SECTION 12 Meetings 1 Each committee shall meet upon the call of the chairperson, or upon the call of the I Chairperson of the Corporation, which call shall indicate the date, time, and place of the 4 meeting. If regular meeting times are established, no notice of committee meetings is r necessary. Each committee shall maintain minutes of the meetings of such committee. rt I 12 e I. 1 i SECTION 13 Prohibitions No committee shall have the authority to: (a) Amend or repeal the bylaws (b) Elect, appoint or remove any director or officer of the Corporation. (c) Adopt a plan of merger or consolidation. (d) Authorize sale, lease, exchange, or mortgage of all or substantially all of the property of the Corporation. (e) Authorize dissolution. (f) Adopt plans for distribution of the assets. (g) Amend, alter, or repeal any resolution of the Board of Directors. ARTICLE VIII. CONFLICTS OF INTEREST AND CONFIDENTIALITY SECTION 1 (a) Each Board member has a fiduciary duty to the Corporation and must give it his/her loyalty. (b) The Board of Directors shall establish, adopt, and periodically update a written corporate policy that establishes procedures for disclosing and addressing conflicts of interest or the appearance of conflicts of interest by Board members, officers, employees, consultants, and/or agents who provide services or furnish goods to the Corporation, and Tor maintaining confidentiality. ARTICLE IX. INDEMNIFICATION SECTION 1 Unless expressly prohibited by law, the Corporation shall indemnify each person (including the heirs, executors, administrators or estate of such person)who serves as a Board member or officer of the Corporation and who is made a party to an action, suit, or proceeding (whether civil, administrative, or investigative) by reason of the fact that such person is or was a Board member or officer of the Corporation, or serves or served any other enterprise at the request of the Corporation, against all expenses and costs (including attorneys' fees), liabilities judgments, fines, and amounts paid or to be paid in settlement, incurred in connection with such action, suit, or proceeding, except in relation to matters as to which he/she shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or misconduct in the performance of a duty. Such Board member or officer shall be indemnified by the Corporation to the full extent required by the applicable provisions of the General Not For Profit Corporation Act of the State of Illinois as now existing or hereafter amended. ARTICLE X. BOOKS AND RECORDS 13 SECTION 1 The Corporation shall keep at the office of the Corporation correct and complete books and records of account and minutes of the proceedings of its Board of Directors and its committees and a list of the names and addresses of its Board members and officers. Any of the foregoing books, minutes, and records may be in written form or in any other form capable of being converted into written form within a reasonable time. Business Administration SECTION 1 Records The Corporation shall keep correct and complete books and record of account and shall also keep minutes of the proceeding of its Board of Directors, committees having any of the authority of the Corporation, and shall keep at the registered or principal office a record giving the names and addresses of the members of the Board of Directors entitled to vote. All books and records of the Corporation may be inspected at any reasonable time by any Directors, the Chief Executive Officer, and employee authorized by the Board or Executive Director for the performance of his or her duties or other persons legally required to have access to the records. Such books and records shall be subject to an annual audit by an auditing committee or firm. SECTION 2 Checks, drafts, etc. All checks, drafts or any other orders of payment of money issued in the name of the Corporation and over$5,000 shall be countersigned the President and Chief Executive Officer and the Chief Financial Officer or another board officer. (2 signatures required). SECTION 3 Contracts The Board of Directors may authorize any officer, agents of the Corporation in addition to the officer so authorized by these bylaws to enter into any contract or execute and deliver any instruments in the name of and on behalf of, the Corporation and such authority may be general or confined to specific instances. SECTION 4 Deposits All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. SECTION 5 Funds The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or device for the general purpose or for any special purpose of the organization. SECTION 6 Special Powers In order to acquire funds for the purpose of the Corporation, the President and Chief Executive Officer shall have the power to: (a) Hold or sponsor fundraising events (b) Solicit donations (c) Prepare and submit grant proposals . 14 Fg (d) Hire consultants to advise the Board on matters relating to the Corporation's organization, administration, and activities. SECTION 7 Fiscal Year The fiscal year of the Corporation shall begin on the first day of July and end on the last day of June in each year. SECTION 8 Audit An annual audit shall be conducted by an independent certified public accountant within 90 days of the end of the fiscal year. ARTICLE XI. AMENDMENT SECTION 1 These Bylaws may be altered,amended or repealed, or new Bylaws may be adopted, at any regular or special meeting of the Board of Directors by a 2/3 affirmative vote of all the seated Board members. Any amendment shall be submitted to the Board for review at f least thirty (30)days prior to the vote on such amendment or repeal. An amendment shall take effect upon adoption by the Board. ) ARTICLE XII. LIMITATIONS SECTION 1 Exempt Activities No Board member, officer, employee, consultant, or agent of the Corporation shall take any action or carry on any activity, by or on behalf of the Corporation, not permitted to be taken or carried on by an organization: (i)which is exempt from federal income taxation under Internal Revenue Code Section 501(c)(3); and (ii)contributions to which are deductible under Internal Revenue Code Section 170(c)(2). SECTION 2 Sharing in Corporate Earnings. (a) On-going Operations. No Board member, officer, or employee of, or any other t person connected with, the Corporation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this prohibition shall not prevent either the payment to any such person of reasonable compensation for services rendered to or for the benefit of the Corporation or the reimbursement of expenses incurred by any such person on behalf of the Corporation, in connection with effecting any of the purposes of the Corporation. (b) Dissolution, No Board member, Officer or Employee shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the 1. Corporation. All such persons shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation,whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board, 15 shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board may determine, or as may be determined by a court of competent jurisdiction upon the application of the Board, exclusively to charitable, religious, scientific, literary or educational organizations (i)which then qualify for exemption from Federal income taxation under the provisions of Code Section 501(c)(3)and the Treasury Regulations there under(as they now exist or as they may hereafter be amended) and (ii)contributions to which are deductible under Code Section 170(c)(2)and the Treasury Regulations there under(as they now exist or as they hereafter may be amended). SECTION 3 Prohibition Against Political Activities and Limitations on Lobbying. The Corporation shall not participate, or intervene, in (including the publishing or distributing of statements)any political campaign on behalf of any candidate for public office. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence, legislation, except to the extent permitted by law for nonprofit, tax- exempt organizations. ARTICLE Xlii Agents and Representatives SECTION 1 The Board of Directors may appoint such agents and representatives of the Corporation with such powers and to perform such acts or duties on behalf of the Corporation as the Board of Directors may authorize, so far as is consistent with these bylaws, to the extent permitted by law. ARTICLE XVI Waiver of Notice SECTION 1 Whenever any notice is required to be given under the provision of the General Not-for-Profit Act of Illinois or under the provision of the Articles of Incorporation of the Bylaws of the Corporation, a waiver thereof in writing sighed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to their giving of such notice. The attendance of a Director at any meeting shall constituted a waiver of notice, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. ARTICLE XV Exempt Activities SECTION 1 Notwithstanding any other provision of these articles, the Corporation shall not carry on any activity not permitted to be carried on (a) by a corporation exempt from Federal r. Income Tax under Section 501c3 of the Internal Revenue Code of 1954 (or the corresponding provision of a future United States Internal Revenue Law)or (b) by a corporation, contributions to which are deductible under Section 170c2 of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal Revenue Law. 16 F rt ARTICLE XVI Dissolution SECTION 1 Upon dissolution of the Corporation,the Board of Directors shah after paying or making provision for payment of all liabilities,dispose of all the assets exclusively for the purpose of the Corporation in such mariner,or to such organization (so organized and operated exclusively for charitable,educational, religious or scientific purposes as shall at the time qualify as an exempt organization(s) under Section 501c3 of the Internal Revenue Code of 1954 (or the corresponding provision of any future united States Internal Revenue Law)as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization so as said court shall determine, which are organized and operated exclusively for such purposes. ARTICLE XVII Authority SECTION 1 Matters not otherwise provided for in the Bylaws shall be determined according to the Illinois General Not-for-Profit Corporation Act and decision hereunder. The rules contained in the current edition of Robert's Rules of Order shall govern the Corporation in all cases in which they are applicable, wherein they are not inconsistent with the Bylaws. Secretary/Board Chair Signature ,� D to oard C •r) Date Secretary 17 GREATER ELGIN FAMILY CARE CENTER OPERATING BUDGET FISCAL YEAR 2012 REVENUE PATIENT BASED REVENUE Medicaid $ 7,855,769.56 Medicaid Hospital $ 2,119,212.83 Kid Care Application Agent Rev($50 ea.) $ 40,800.00 Medicare $ 253,081.30 Gross Patient Charges(Self Pay) $ 5,898,800.13 Insurance $ 258,959.33 Laboratory Revenue $ 311,144.70 Dental Revenue $ 24,020.64 340B Program Revenue $ 104,514.46 TOTAL PATIENT BASED REVENUE $16,866,302.94 GRANT BASED Federal Gov't DHHS/BPHC Grant#1 H80 CS 00288-01 $ 1,473,887.00 FIP $ 1,794,609.64 CIP $ 54,824.81 State Gov't IDPH-Expansion Grant(W-IC) $ 111,456.00 IDPH-Sustaining Grant(Seneca) $ 74.250.00 HFS Dental Grant $ 30,000.00 Family Case Management $ 598,050.00 Local Kane County Dental Grant $ 30,000.00 MIECHVP $ 77,920.00 Section 330h Homeless-AMYS $ 60,000.00 Stand Against Cancer-Springfield Urban League/IDPH $ 87,000.00 Grand Victoria Foundation $ 25,000.00 Renz Center CHIP Program $ 9,600.00 United Way $ 40,000.00 Hanover Township $ 21,500.00 TOTAL GRANTS $ 4,488,097.45 CONTRIBUTORY INCOME Donated Services 1 $ 23,072.00 TOTAL CONTRIBUTORY INCOME $ 23,072.00 MISCELLANEOUS Interest $ 16,800.00 Records Release $ 1,800.00 Bonus Payments $ 11,250.00 PCCM Revenue $ 279,000.00 Rental Income $ 11,065.16 E.H.R Incentive Payments $ 212,500.00 TOTAL MISC REVENUE $ 532,415.16 PATIENT BASED REVENUE ADJUSTMENTS Medicaid Contractual Allowance $ (2,408,468.26) Medicaid Hospital Contractual Allowance $ (1,518,229.46) Medicare Contractual Allowance $ (126,749.50) Discounted Program Adjustments $ (4,737,587.20) Private Insurance Contractual Allowance $ (197,734.03) Dental Revenue Adjustments $ (18,980.64) TOTAL PATIENT BASED ADJUSTMENTS $ (9,007,749.09) TOTAL REVENUE $12,902,138.47 EXPENSES PERSONNEL Salaries and Wages $ 5,724,138.91 Fringe $ 1,200,102.13 PERSONNEL TOTAL $ 6,924,241.04 CONTRACTUAL COMPUTERITECHNOLOGY HealthPro/NextGen Support $ 71,162.96 Telephone Consulting $ 3,271.54 Technology Consulting $ 24,797.25 Credit Card Services $ 6,950.89 Other Support&Maintenance $ 7,506.26 CONTRACTED MEDICAL SERVICES Psychiatry Services $ 78,000.00 Obstetrics $ 989,497.06 Donated Services $ 21,218.00 Laboratory Services $ 377,007.06 LIABILITY SERVICES Directors and Officers $ 6,274.00 Umbrella and Commercial Package $ 6,978.60 OCCUPANCY Rent $ 565,680.94 Gas/Electric $ 41,386.70 Janitorial $ 104,700.00 Telephone $ 45,340.75 DSL Internet $ 6,032.99 Cell phones $ 2,702.67 PROFESSIONAL SERVICES Administrative $ 55,000.00 Answering/Paging Service $ 1,105.39 Auditor/Accountant $ 35,000.00 Billing $ 35,000.00 Legal $ 10,000.00 Licenses and Fees $ 3,709.55 Medical Waste Service $ 26,531.85 Payroll Service Fees $ 16,801.93 EMR Project Management $ 67,990.00 Other Contractual $ 5,619.00 CONTRACTUAL TOTALS $ 2,615,265.38 ADVERTISING AND PROMOTION Advertising and Outreach $ 52,096.91 Printing and Artwork $ 13,334.06 Signage $ 3,500.20 ADVERTISING AND PROMOTION TOTALS $ 68,931.16 PATIENT RELATED Patient Education Classes $ 466.08 Patient Education Supplies $ 12,000.00 Patient Transportation Services $ 5,000.00 PATIENT RELATED TOTALS $ 17,466.08 PROFESSIONAL DEVELOPMENT CMEJCEU $ 7,923.00 Membership Dues $ 30,000.00 Tuition Assistance $ 18,000.00 • Subscriptions and Books $ 8,722.12 Conferences/Seminars $ 20,025.16 CPR Maintenance $ 25.75 Other Professional Development $ 1,593.41 PROFESSIONAL DEVELOPMENT TOTALS $ 86,289.44 RENTAL,REPAIR,AND EQUIPMENT EXPENSES Equipment Rental $ 11,013.07 Equipment Repair $ 335.20 Maintenance and Repair $ 46,343.29 Maintenance Contracts $ 27,979.74 Minor Office Equipment $ 134,328.01 Phone Equipment $ 5,301.62 Minor Medical Equipment $ 151,546.90 Minor Dental Equipment $ 95,314.86 RENTAL AND REPAIR EXPENSES TOTALS $ 472,162.70 SUPPLIES Dental Supplies $ 59,239.17 Food and Catered Meals $ 17,949.72 Hardware Supplies $ 36,851.30 Housekeeping Supplies $ 53,270.19 Medical Supplies $ 138,009.01 Office Supplies $ 131,005.42 Pharmacy/340B Program $ 183,454.18 Postage $ 11,797.86 Computer Software Supplies $ 7,861.25 Uniforms $ 2,128.79 SUPPLIES TOTALS $ 641,566.88 TRAVEL AND TRANSPORTATION Travel $ 9,682.67 Lodging $ 12,130.65 Employee Mileage $ 9,757.09 Fares,Parking and Tolls $ 1,709.87 Per Diem Meals $ 827.46 BOD Travel $ 324.86 BOD Fares,Parking and Tolls $ 60.75 BOD Per Diem Meats $ 10.07 TRAVEL AND TRANSPORTATION TOTALS $ 34,503.42 BAD DEBT EXPENSES Bad Debt $ 442,326.93 BAD DEBT EXPENSE TOTALS $ 442,326.93 OTHER OPERATING EXPENSES Bank Charges $ 4,068.10 Interest Expense $ 10,433.34 Employee Recruitment $ 13,238.24 Other Operating $ 3,361.62 OTHER OPERATING EXPENSES TOTALS $ 31,101.30 DEPRECIATION Leasehold Improvements-Summit $ 16,746.43 Leasehold Improvements-Seneca $ 8,310.24 Leasehold Improvements-Addtl Seneca $ 14,047.10 Leasehold Improvements-CDC $ 19,173.54 Leasehold Improvements-Summit East $ 370.50 Leasehold Improvements-WIC $ 3,030.62 Building Depreciation McHenry $ 24,975.71 Medical Equipment $ 4,926.18 Dental Equipment $ 28,194.41 Computer Equipment-Hardware $ 4,042.59 Computer Equipment-Software $ 115,326.38 Furniture and Fixtures $ 5,987.22 General Office Equipment $ 1,200.00 Telephone System $ 15,049.37 TOTAL DEPRECIATION $ 261,380.29 TOTAL EXPENSES $11,595,234.61 I BOARD OF DIRECTORS I Greater Elgin fatuity('are Center PRESIDENT/ CEO Robert Tanner I I CHIEF FINANCIAL CHIEF OPERATING MEDICAL DIRECTOR SPECIAL PROJECTS OFFICER OFFICER MANAGER Jason Carey Guadalupe Fonseca Mark Thompson, MD Nicholas Demorest I I I FINANCE HEALTH CENTERS INFORMATION MEDICAL TECHNOLOGY BILLING DENTAL CLINIC PROVIDERS TELEPHONY HUMAN BEHAVIORAL DENTAL PROVIDERS' RESOURCES HEALTH DEVELOPMENT FACILITIES FAMILY HEALTH CORPORATE SERVICES COMPLIANCE RECEPTION SERVICES HEALTH BENEFITS ENROLLMENT CASE MANAGEMENT HIPAA PATIENT PRIVACY 12/14/12 CHIEF FINANCIAL OFFICER Jason Carey BILLING BOOKKEEPERS CONTROLLER DIRECTOR— COORDINATOR Julie Misner Kathy Jaken HUMAN RESOURCES Lizbeth Albarran Mayra Rodriguez Melissa Nevarez HUMAN RESOURCES :TEEING SPECIALIST' ASSISTANT Diana Rodriguez Julie Palenscar Merill Sideno 12/14/12 CHIEF OPERATING OFFICER Guadalupe Fonseca I I COORDINATORS RECEPTION DENTAL CLINIC ANAGE MANAGER i II Anna ManJJ'arrez, BHC _ COORDINATOR — MANAGER Diana Use[ding, SBHC Lilia Flores Christine Maggio - Kristin Fuhr I CHARGE NURSE j CHARGE NURSE Abbigail Fawkes _ Sabrina Chapetta ADMINISTRATIVE RECEPTIONISTS CHARGE t 1 ASSISTANT - Julian Garcia NURSE Anna Serna Grissella Martinez DENTAL Sarah Walker CLINIC COORD: CLINIC COORDINATOR: HYGIENISTS Quiana Braden Yesenia Renteria Denise Hoshor Karla Kurek MAs I RECEPTIONISTS HEALTH BENEFITS Lori Murphy Melissa Avila RECEPTIONISTS: Lizeth Fernandez SPECIALISTS Raquel Rodriguez Carolina Jimenez Elizabeth Nunez - Barbara Schoot Jazmin Campero Eduardo Diaz Jennifer Leal Noemi Salazar Leticia Chavez Brenda Murillo Anabel Martinez Yolanda Delapaz Lissette Santillan Crystal Nunez Veronica Facio Javier Ramos COMMUNITY DENTAL Douglas Villarreal OUTREACH LIAISON _ ASSISTANTS Lorena Guzman Alana Subleski Caroline Einwick Nerry Mejia RECEPTIONISTS Darlene Estrada Jesbeth Ramirez Brenda Murillo - MAs Gabriela Casales — Imelda Garcia-Favala Ines Sanchez Cindy omez Ana Hernandez Denise Urena Ana Arrrre Cecelia Guerrero Brenda Ramos guin Angelica Rivera Roseann Baldwin Elena Hernandez Angelica Cruz Jessica Hererra Mary Jo Winn Sulgeima Cruz Brenda Mejia Karla Flores Lucina Slatinsky Beatriz Garcia - CM:Jennifer Mendoza RECEPTIONISTS/ RNs Sandra Lucareui BILLING CLERKS 'Constance Picket Yesica Martinez Daisy Alvarado Maureen Keil Nayelli Garcia Cindy McDonald RECEPTIONISTS Joanna Lopez Nora Rodriguez Julia Garcia Elisa Salazar • Lisa Vasquez _ RN, OB and GYN Juunn r\tV I a Oletha Johnson FAMILY CASE MANAGERS PI/IC CLINIC HEALTH Belinda Adame CLINIC COOR. RECEPTIONISTS COORDINATOR - MAs—SERVICES Vanessa Montano COORDIN Laura Sanchez Iraida Andrade Christina Taylor Maria Camargo PROGRAM Jessica Perez ATOR Maria Garcia Diana Guerrero COORDINAT Ashely Quick Mary I Viridiana Garcia Licensed Practical - Alejandra Manriquez OR Jasmine Rosa Sieroslawski- Grisell Nunez Nurse Alexis Migdalia Urdaneta Bieber RECEPTIONISTS Karina Romero Sharon Wendorf Emeida Montes(OB Asst) Woollard Selene Rivera CM:Ana Vargas 'TIONISTS: Navarro TIONISTS: Graciela Correa, Arminca Cruz, Claudia Cabral, Erika 12/14/12 Elizalde-Lamadrid, Lydia Flores, CLINIC COOK. Margarita Hernandez, Myrza Velasco Yesenia Martinez,Mayra Rodriguez, Angelica Sanchez, MEDICAL DIRECTOR Dr. Mark Thompson I ASSOCIATE MEDICAL DENTAL DIRECTOR ASSOCIATE MEDICAL LICENSED INDEPENDENT MEDICAL PROVIDERS DIRECTOR Dr. Meliza Quesea DIRECTOR PRACTITIONERS Dr. Naaz Aziz Dr. Nabanita Bhowmick Dr.Thomas 'Chip' Dr.Arthur Aragonex Dr.Dr. Maria Estrada ad Dr. Imelda Carlos Dovidio DENTISTS Dr. Fatima Hadi Dr. Sandhya Chaudhari Dr. Linda Jin Tracy Denne, PA/Carlos b Elizaeth Janich,WHNP-BC Dr. Kristen Etten, PNP/Shair r. Daniel Kelly Johnson Dr.Alan Joh MEDICAL PROVIDERS Dr. Geena Patel Regina Gasser, PA/Ara ones Dr. Margaret Nettleton Mehul Patel, PA/Zaidi Dr. Mihaela Popa Dr. Nirmala Govin a Dr. Michael Reirmaier Dr. Mazhar Zaidi Osmar Rodriguez Glenda Embry, CNM Oletha Johnson WHNP/Thompson Dr. Rosemary Villa Diane Smith, CNM Melissa Kalensky, FNP/Bhowmick Michelle Krause, FNP/C. Patel LICENSED Thomas Mark, PA/Thompson INDEPENDENT VOLUNTEER DENTISTS Olha Mendyuk, FPN PRACTITIONERS Dr. Felicia Chu _ Kristin n Elizabeth Messinger FPN/Aziz Dr. Shannon Watley Dr. Frank Maggio Kristin Dr. Chee agr FPN/Aziz Dr. Leonard Hering Dr. Linda Weglarz Jamie Price,PA/Zaidi Dr. Mumtaz Raza Dr. Nuha Shair Diana Uselding, PNP/Carlos Kathy Van Brunt, PA/Thompson 12/14/12 JASON J. CAREY, CPA Objective To obtain a financial leadership position that will utilize my expertise and skills obtained from prior experience and education. Experience Greater Elgin Family Care Center Chief Financial Officer January 2009—Present Elgin, IL Associate Chief Financial Officer June 2009-Present Elgin, IL • Responsible for all financial operations • Accurately report the financial condition of Greater Elgin Family Care Center • Ensure financial compliance with all laws and regulations • Provide successful stewardship of Greater Elgin Family Care Center's assets • Provide all forms of leadership, supervision, direction, training and role modeling • Develop policies,procedures, and processes that assure organized, timely and efficient financial/information management systems • Provide accurate,meaningful,useful information to the Board and President/CEO of GEFCC • Hold primary responsibility for the full implementation of all finance related rules, policies,procedures of GEFCC and all applicable funders and accrediting bodies • Ensure a stable financial and human resources management information system Gulbrandson Physical Therapy,P.C. Chief Financial Officer May 2005 —January 2009 Cary, IL • Responsible for all financial operations for multiple business segments—Two Physical Therapy Clinics, Orthodontics and Prosthetic Clinic and Commercial Real Estate • Prepare all monthly financial statements for the four businesses • Responsible for the preparation and presentation of key statistical reports for each business to management • Increased labor productivity resulting in a 20%reduction in administrative labor cost • Implemented a change in electronic claim clearinghouse resulting in faster insurance claim payments • Balanced daily patient charges to health insurance claim filings - both paper and electronic claims • Implemented policies and procedures to ensure all health insurance claims are processed and paid • Completed Dale Carnegie management and leadership training course • • Responsible for supervising 3 office staff and 1 manager Marriott International, Inc. Senior Assistant Controller May 2004—May 2005 Chicago, IL Assistant Controller December 2002—May 2004 Overland Park, KS • Responsible for period-end close including • Generated all periodic financial statements • Reported Profit and Loss Statement critique to upper management and property owners • Prepared and filed all state and local sales/use and occupancy tax returns • Developed and implanted internal control procedures regarding labor productivity management and beverage inventory management • Performed annual internal control audits • Responsible for the reconciliation and certification of all balance sheet accounts • Responsible for supervising 4 general accountants RSM McGladrey,Inc. Medical Billing Clerk May 1998 —December 2002 (Seasonal) Peoria, IL • Posted and reconciled daily cash deposits • Entered and prepared daily charge billings including both paper and electronic health insurance claims • Generated and mailed monthly patient responsibility statements • Processed claims to patients' secondary insurance carrier • Assisted with the implementation of new billing software system—Medical Manager Technical Skills • Very proficient with Microsoft Excel, PowerPoint and Word • Experience with both Blackbaud Financial Edge, PeopleSoft and Quickbooks accounting software • Experience with HealthPro XL, Medial Manager, Eclipse Practice Management, and Futura medical software systems Education Bachelor of Science in Business Administration Saint Louis University, St. Louis, MO Major: Accounting and Management ROBERT M. TANNER, MBA, LCSW, ACSW SUMMARY AND OBJECTIVE An advanced degree coupled with experience since 1981 in progressively responsible positions in the health care, child welfare, juvenile justice and graduate education industries. My educational and professional background, coupled with my effective interpersonal and communication skills, make me an excellent candidate for responsibility and leadership. PROFESSIONAL EXPERIENCE GREATER ELGIN FAMILY CARE CENTER, Elgin, IL. 1/'05—present PRESIDENT/CEO. Recruited by GEFCC's Board to lead this Federally Qualified Health Center,my ACCOMPLISHMENTS include: • Led creation of an additional 25 service delivery sites • Improved organization performance to achieve JCAHO accreditation • Total patient growth 7x National average; 64,800+medical encounters in 2009 • National 3rd percentile in Provider productivity • Cost per medical encounter over 32%below State &National averages • 94%patient satisfaction across 16 variables, each of the last 5 years AUNT MARTHA 'S YOUTH SERVICES, Chicago Heights, IL. 1/'92— 1/'05 DIVISION MANAGER. Responsible for a Division of the Agency's operations in the arenas of child welfare, juvenile justice and 4 health centers: development, negotiation and implementation of proposals, budgets, program plans and contracts; all aspects of staff management, community and media relations, policy development, administration, budget management,marketing and licensing compliance. My ACCOMPLISHMENTS include: • Effective and efficient management of up to 120 staff, 52 programs in 6 counties and an $9.0 M budget; budget managed consistently within indicated parameters • Assigned four times additional Divisions which were underperforming with goal of stabilization and outcome improvement and returning responsibility to mentored staff • 28 programs/contracts negotiated, secured and implemented; 7 office and 12 service delivery sites created and actualized • Recruited, developed and led an Advisory Board since 1993; over 50% of Board Members remained on Board for over 7 years • Consistently met all goals on annual Division Plan and performance evaluations MARYVILLE ACADEMY— CITY OF YOUTH, Des Plaines, IL 6/'81 — 1/'92 PROGRAM CONSULTANT. I provided mid-management, administrative and consultation services to residential programs for this one-time premier provider of residential care since being appointed in 1984. Considerable emphasis on: all aspects of staff recruitment, training and management; program development and planning; fiscal management and analysis; customer and public relations; treatment plan development; and clinical supervision. Some of my ACCOMPLISHMENTS included: Tanner 2 • Awarded responsibility of training/mentoring other managers and program consultants • 96% of all subordinate staff met criteria on independent evaluations • Successfully developed and led several groups of professionals while achieving and maintaining superb departmental quality, efficiency and effectiveness; 100% within operating budget each fiscal year • Developed and implemented many departmental procedures,policies, quality control mechanisms,reporting and documenting procedures and safety guidelines • Successfully managed three Teaching-Parent homes, one single live-in home and three multi-staff homes • Provided extensive training and evaluation services for Staff Education and Program Evaluation depai tuients • Successfully provided on-site emergency crisis intervention for group homes simultaneously totaling over 200 youth • Simultaneously traveled to and successfully developed operations for Hudelson Baptist Children's Home in addition above responsibilities PROGRAM MANAGER. Promoted to this position in 1983, I managed and operated a residential program with responsibilities including: all aspects of staff management; clinical treatment provision and supervision; budget management; and overall departmental quality. My ACCOMPLISHMENTS in this position included: • Leading the program and all staff through 100% successful certification evaluations • 90% of youth discharged to less restrictive placement; 45% of youth returned home • Develop team camaraderie sufficient to create no staff turnover other than subordinate staff promotions • Was honored through program selected as Program of the Year ASSISTANT PROGRAM MANAGER. Promoted from FAMILY EDUCATOR in only ten months, I was responsible for: casework, case management, coordinating all diagnostic services and contractors, written diagnostic evaluations, individual and family therapy and extensive client/customer contact. My ACCOMPLISHMENTS included: • Designing the organization and management systems used by the program, including all casework and case management policies and protocols • Was the first male Assistant Program Manager in an all-girls program; promoted in one year • As Family Educator, I was part of the first multi-staff program in the U.S. to be certified in the Teaching-Family Model EDUCATION Master of Business Administration(Concentration: Health Care) Lake Forest Graduate School of management August 2007—January 2011 UCLA/Johnson and Johnson Health Care Executive Program Tanner 3 Anderson School of Management, UCLA; Summer, 2006 Master of Social Work(Concentration: Administration, Management and Policy) University of Illinois—Chicago Cumulative G.P.A.: 5.0; Summa Cum Laude; Phi Kappa Phi Honors graduate Bachelor of Science Major: Social Work; Loyola University—Chicago PUBLICATIONS 1. "Social Work—The Profession of Choice for EAPs", Employee Assistance Quarterly. Vol. 6(3), 1991,pp. 71-84. 2. "Keeping the Focus on Quality in Residential Treatment: Defining and Monitoring Critical Success Variable",Journal of Social Service Research. Vol. 16, Numbers 3/4, 1992,pp. 49-64. Co-Authored with James P. Gleeson, PhD. and Kay Telander, LCSW. OTHER ACCOMPLISHMENTS • LECTURER,promoted from VISITING LECTURER in the Master of Social Work program at the UNIVERSITY OF ILLINOIS, Jane Addams College of Social Work; Teaching Graduate-level classes; 1995-2002 • CLINICIAN in the private practice of UNIVERSITY PRACTICE ASSOCIATES; Individual, Marital and Family therapies; 1995-1997 • PRIVATE CONSULTANT 1. ADAPT OF ILLINOIS, Chicago, Illinois; 2003-2004 2. YOUTH IN CRISIS, Berwyn, Illinois; 1994-1996 3. HUDELSON BAPTIST CHILDREN'S HOME, Centralia, Illinois; 1987-1990 • COMMUNITY IMPACT Board Member: CQuest America, Illinois Primary Healthcare Association, Kiwanis Club; Eagle Scout Coordinator; C & A LAN Co-Convener • 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 I; (B) Title VIII of the Civil Rights Act of 1968 (Pub. L. 90-208), as amended; and that the SUBGRANTEE will administer all programs and activities related to housing and community development in a manner to affirmatively further fair housing; (C) Section 109 of the Housing and Community Development Act of 1974, as amended; and the regulations issued pursuant hereto; (D) Section 3 of the Housing and Urban Development Act of 1968, as amended; (E) Executive Order 11246-Equal Opportunity, as amended by Executive Orders 11375 and 12086, and implementing regulations issued at 41 CFR Chapter 60; (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; (I) The relocation requirements of Title II and the acquisition requirements of Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and the implementing regulations at 24 CFR Part 42, as required under 24 CFR 570.606; (J) The labor standards requirements as set forth in 24 CFR Part 570, Subpart K and HUD regulations issues to implement such requirements; (K) Executive Order 11988 relating to the evaluation of flood hazards and Executive Order 11738 relating to the prevention, control and abatement of water pollution; (L) The flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (Pub. L. 93-234); (M) The Fair Housing Act(42 U.S.C. 3601-20); 5. Its notification, inspection, testing and abatement procedures concerning lead-based paint will comply with 570.608; and 6. When a grant is in excess of $100,000 it will comply with all applicable standards, orders, or requirements issued under Section 308 of the Clean Air Act (42 U.S.C. 1857(h), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulation (40 CFR Part 15), which prohibit the use under nonexempt Federal contracts, grants or loans, of facilities included on the EPA list of Violating Facilities. The provision shall require reporting of violations to the County, HUD, and to the AESOP Assistant Administrator for Enforcement (EN-329). 7. It has developed its application so as to give maximum feasible priority to activities which benefit low and moderate income families or aid in the prevention or elimination of slums or blight; (the application may also include activities which the SUB-RECIPIENT certifies are designed to meet other community development needs having a particular urgency because existing conditions pose a serious and immediate threat to the health or welfare of the community, and other financial resources are not available); 8. It is following the current City of Elgin Consolidated Plan which has been approved by HUD pursuant to 570.306; and 9. It will not attempt to recover any capital costs of public improvements assisted in whole or in part with funds provided under Section 106 of the ACT or with amount resulting from a guarantee under Section 108 of the ACT by assessing any amount against properties owned and occupied 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) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (G) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (A), (B), (C), (D), (E)and(F). 11. It has adopted and is enforcing a policy prohibiting the use of excessive force by law enforcement agencies within its jurisdiction against any individuals engaged in nonviolent civil rights demonstrations. 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: Greater Elgin Family Care Center 370 Summit Street, Elgin, Illinois 60120 BY: �%"' Robert M. Tanner Executive Director DATE: ( � // ATTEST: _ , Page 19 of 19