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HomeMy WebLinkAbout5. NEW BUSINESS 05/01/2007 Mount Prospect Mount Prospect Public Works Department INTEROFFICE MEMORANDUM TO: VILLAGE MANAGER MICHAEL E. JANONIS FROM: VILLAGE ENGINEER DATE: APRIL 25, 2007 LINNEMAN ROAD ANNEXATION AND MAINTENANCE AGREEMENT SUBJECT: BACKGROUND Recently a portion of Linneman Road was annexed into the Village of Mount Prospect as pa of the Briarwood Business Center Development. The annexation included the section f Linneman Road between Algonquin Road and Dempster Street, except for the approximately 650' immediately south of Dempster Street, which lies in unincorporated Cook County and remains under the jurisdiction of the Elk Grove Township. All of the Linneman Road right-of- way is within the corporate limits of Mount Prospect except for this 650' section. ANNEXATION Annexation of the remaining section of Linneman Road would allow the Village to complete improvements that would provide a consistent pavement cross section up to the Dempster Street intersection. Staff has prepared a Plat of Annexation for the portion of Linneman Road which is currently under Elk Grove Township jurisdiction. Elk Grove Township has reviewed the Plat and has approved it. INTERGOVERNMENTAL AGREEMENT As a condition of their approval of the Annexation, the Township has requested that the Village enter into an agreement with them to allow them to continue to maintain the entire portion of Lineman Road between Dempster Street and Algonquin Road. The Township would then be able to continue to include this entire length on their mileage report filed with Cook County for Motor Fuel Tax purposes. The routine maintenance would include items such as, surface and pothole repairs, temporary full-depth patches, expansion bump removal on bituminous surfaces, crack and joint sealing, cleaning and litter pickup, snow and ice control and other routine operational services. The Village would be responsible for resurfacing and reconstruction of the pavement as necessary. The Township has reviewed and approved this agreement. RECOMMENDATION This annexation and intergovernmental agreement will benefit both Mount Prospect and Elk Grove Township. I therefore recommend that the Village Board approve the annexation of Linneman Road and the Intergovernmental Agreement with Elk Grove Township. Please include this item on the May 1st Village Board Meeting Agenda. .~ ulbecker H:\Engineering\Agencies\ElkGroveTownship\Annex-AgreementMm ~ Linneman Road Annexation ..--- To be Annexed ~ -- ------- --------- nne ed c: CO E G) c: c: .- .J . Pro~p9ct. IL I 4/17/07 bh 4/17107 mla ORDINANCE AN ORDINANCE APPROVING A PLAT OF ANNEXATION FOR A PORTION OF LINNEMAN ROAD LOCATED SOUTH OF AND ADJOINING DEMPSTER STREET WHEREAS, the Village of Mount Prospect is an Illinois Home Rule Municipality; and WHEREAS, the Corporate Authorities of the Village have determined that it is in the best interests of the Village of Mount Prospect to annex and to approve and appropriately record the attached Plat of Annexation. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS ACTING IN THE EXERCISE OF THEIR HOME RULE POWERS: SECTION ONE: The annexation of a portion of Linneman Road is hereby granted for the property lying South of and adjoining Dempster Street, and the Plat of Annexation attached to this Ordinance as Exhibit "A" is hereby approved for appropriate execution and recording. Such Plat and its legal description are incorporated into, and made a part of, this Ordinance. SECTION TWO: That the President and Clerk of the Village are hereby authorized and directed to sign said Plat of Annexation on behalf of the Village. SECTION THREE: That the Village Clerk is hereby directed to take the necessary steps to record a certified copy of this Ordinance and the attached plat with the Cook County Recorder of Deeds. SECTION FOUR: This Ordinance shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: NAYS: PASSED and APPROVED this day of May 2007. ATTEST: Irvana K. Wilks Mayor M. Lisa Angell Village Clerk H:\CLKO\files\WIN\ORDINANC\Platofannexationlinnemanroadmay12007 .doc t- ~ ~ >- t- - I = Ill(IJI'I> '~, ~ nrtlllf'! · fl. ~ ~ r;hlJtJff . . s: . . 5: g CI ""[,;,,. ~ ~ 2 R (Iill' \..&..J ' >- ~"rfl(" J~" ~. ~ ~ , ,~ = .-""---- I If' r ' , ~ , -lU,'..____ ' '"'. , "I ,P.'.I!). ..... ,0,: ~ .. , . " ,'Ig t'rf., ~ ~ ,Z' ~ e '! .' i,rl~ell'li ~ ~ ; .. ..1 I.' II '~'I!llr'J .: ~tfj ::l I ' 6 'JI 'Iii ~. n , . r ',r! .. ::3 , ' " W, .. I ,I! dJ1fll., ~'.'~ 0 'I " ..1:115 Q"J " ~ 2 " . t I ,JEI..IIIJI. . ~ · ,0, ~ " I ,I"".. ~ . z' ',I'~' :.IJllfl~I.'.n '. ~ , . 'J.. ~r ., ~ >- , . "..,1....-, ~ , - ~ ~ o ~ ~ ~ ~ :" .. ;.r- '0 , 1-1 " i~ '.' ....- L. ,.. 4Jf",. ...... ' ., "P. l 8 0 ' , o. ',._ 'lVl.a)> , -.' Doc 90<<04' . " " ,.~". :" :-or- ~c Ir+ it il\) I . tl I . ~-~ RESOLUTION NO. A RESOLUTION AUTHORIZING THE VILLAGE OF MOUNT PROSPECT TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT WITH THE HIGHWAY DIVISION OF ELK GROVE TOWNSHIP FOR MAINTENANCE OF LINNEMAN ROAD LYING SOUTH OF AND ADJOINING DEMPSTER STREET WHEREAS, the President and Board of Trustees of the Village of Mount Prospect has deemed that the best interests of the Village may be served by entering into intergovernmental agreements; and WHEREAS, Section 10 entitled Intergovernmental Cooperation of Article VII of the Illinois Constitution empowers municipalities to enter into intergovernmental cooperation agreements; and WHEREAS, the Highway Division of Elk Grove Township ("Township") has maintained certain portion of Linneman Road, that now, as a result of annexation, is within the corporate boundaries of the Village of Mount Prospect as set forth on Exhibit "A" which is attached to and made part of this Agreement ("Linneman Road Section"); and WHEREAS, the Village and the Township agree it would be beneficial to the Village and Towhship that the Township continue to maintain the Linneman Road Section and include same in their mileage report filed with County of Cook; and NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE' That the President and Board of Trustees of the Village of Mount Prospect are hereby authorized to execute the Intergovernmental Agreement for road maintenance, attached hereto and made a part of this Resolution as Exhibit "B." SECTION TWO: That this Resolution shall be in full force and effective from and after its passage and approval in the manner provided by law. AYES: NAYS: PASSED and APPROVED this day of ,2007. Irvana K. Wilks Mayor ATTEST: M. Lisa Angell Village Clerk H:\CLKO\files\WI N\RES\lntergovt Agrmtlinnemanroad2007.doc ~ INTERGOVERNMENTAL AGREEMENT a: This Intergovernmental Agreement made and entered into this! day of A- (J R.I v , 2007, by and between the Village of Mount Prospect, an Illinois Municipal Corporation (hereinafter referred to as "Village" and the Highway Division of Elk Grove Township, an Illinois Municipal Corporation (hereinafter referred to as "Township", WIT N E SSE T H: WHEREAS, the Township has maintained certain portion of Linneman Road that now, as a result of annexation, is within the corporate boundaries of the Village as set forth on Exhibit A which is attached to and made a part of this Agreement ("Linneman Road Section"); WHEREAS, the Village and the Township agree that it would be beneficial to the Village and the Township that the Township continue to maintain the Linneman Road Section and include same in their mileage report filed with the County of Cook; NOW, THEREFORE, in consideration of the mutual promises and agreements set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. The Township shall continue to maintain the Linneman Road Section identified on Exhibit A, and the Township shall be able to include the distance of this road in its annual mileage report submitted to the County of Cook. Maintain, as used in this Agreement, shall mean that the Township shall operate and maintain the Linneman Road Section including, but not limited to, all routine surface and pothole repairs, temporary full-depth patches, expansion bump removal on bituminous surfaces, crack and joint sealing, pavement striping, cleaning and litter pickup, snow and ice control and other routine operational services. Median maintenance, when applicable, shall consist of sweeping, litter pickup, mowing and routine surface repairs. In addition, the Township shall not permit any cuts or openings in the curb or pavements of the streets covered by this Agreement without prior written approval of the Village and shall require all utility owners to obtain permits from the Village prior to initiating any work within the right of way of the Linneman Road Section. The Township shall not, except in extreme emergencies, undertake or authorize any work at the expense of the Village, without securing prior written approval of the Village. 2. Either party may terminate this Agreement by giving notice of such termination, in writing, at least six (6) months in advance of the date set forth for termination. 3. This Agreement shall be in full force and effect for a period of five (5) years from the effective date of this Agreement, and shall be automatically renewable for additional five (5) year periods until terminated as set forth above. WHEREFORE, the parties set forth their hands and seals this j ~ day . of ,:}PRI L , 2007. 2 Village of Mount Prospect By: Mayor ATTEST: Village Clerk Elk Grove Township M ~ --- -- -- EXHIBIT A Linneman Road Section I 1 ~ Linneman Road "- Section " ~ 8 0) S .f114 ~ . P IOsp9d. IL I 4 LAW OFFICES KLEIN, THORPE AND JENKINS, LTD. TELEPHONE (312) 984-6400 FACSIMILE (312) 984-6444 FACSIMILE (312) 606-7077 PATRICK A. LUCANSKY MICHAEL A. MARRS THOMAS M. MELODY JANET N. PETSCHE DONALD E. RENNER, III SCOTT F. UHLER GEORGE A. WAGNER J. ALLEN WALL DENNIS G. WALSH JAMES G. WARGO BRUCE A. ZOLNA JOSEPH O. AJIBESIN RlNDA Y. ALLISON TERRENCE M. BARNICLE JAMES P. BARTLEY THOMAS P. BAYER GERARD E. DEMPSEY MICHAELJ. DUGGAN JAMES V. FEROLO JAMES W. FESSLER E. KENNETH FRlKER BRIAN M. FUNK CYNTHIA S. GRANDFIELD KATHLEEN T. HENN EVERETTE M. HILL, JR. MICHAEL T. JURUSIK JACOB H. KARACA SUITE 1660 20 NORTH WACKER DRIVE CHICAGO, ILLINOIS 60606-2903 ORLAND PARK OFFICE 15010 S. RAVINIA AVE., SUITE 17 ORLAND PARK, IL 60462-3162 TELEPHONE (708) 349-3888 FACSIMILE (708) 349-1506 OF COUNSEL JAMES A. RHODES RICHARD T. WIMMER WRITER'S E-MAIL 312- 984-6410 WRITER'S DIRECT DIAL dgwalsh@ktjnet.com April 20, 2007 Mr. Sean P. Dorsey Deputy Director of Public Works Village of Mount Prospect 1700 West Central Road Mount Prospect, IL 60056-2229 Re: Shell's Request for Groundwater Ordinance Dear Sean: As you know, Shell Oil Products has asked the Village of Mount Prospect to adopt an ordinance that would ban the use of groundwater wells within a certain limited area around Shell's facility located at 1798 S. Elmhurst so that Shell can obtain a No Further Remediation letter from the IEP A. I have enclosed a draft ordinance for your review and approval by the Board of Trustees. Four originals of the Environmental Indemnity Agreement which Shell will provide to the Village are also enclosed. If the Village intends to adopt the ordinance, please have the appropriate person at the Village sign all four copies of the Agreement and return three of the originals to me so that I can pass them along to Shell's attorney. Of course, if you should have any questions, please do not hesitate to call me. Very truly yours, ~7~NKmS'LTD. Dennis G . Walsh Enclosures iManage: 193023_1 ORDINANCE NO. AN ORDINANCE PROHIBITING THE USE OF GROUNDWATER AS A POTABLE WATER SUPPLY BY THE INSTALLATION OR USE OF POTABLE WATER SUPPLY WELLS OR BY ANY OTHER METHOD WHEREAS, the Village of Mount Prospect is a home rule unit pursuant to the provisions of Article VII, Section 6 of the Constitution of the State of Illinois; and WHEREAS, the Village has authority and power to regulate for the protection of the public health and welfare; and WHEREAS, the President and Board of Trustees of the Village of Mount Prospect have found that the property legally described below is located in the Village of Mount Prospect and has been used over a period of time for commercial/industrial purposes; and WHEREAS, because of said use, concentrations of certain chemical constituents in the groundwater in the vicinity of the said property may exceed Class I groundwater quality standards for potable resource groundwater as set forth in 35 Illinois Administrative Code 620 or Tier 1 residential remediation objectives as set forth in 35 Illinois Administrative Code 742; and WHEREAS, the Village of Mount Prospect desires to limit potential threats to human health from groundwater contamination while facilitating the redevelopment and productive use of the properties that are or may be impacted with the said chemical constituents; NOW, THEREFORE, Be It Ordained by the President and Board of Trustees of the Village of Mount Prospect, Cook County, Illinois, as follows: SECTION 1: Use of Groundwater as a Potable Water Supply Prohibited. Except for uses or methods in existence before the effective date of this Ordinance, the use or attempt to use as a potable water supply groundwater from within a 500 foot radius of the property legally described below by the installation or drilling of wells or by any other method is hereby prohibited, including points of withdrawal by the Village of Mount Prospect: That part of Lot 4 in Linneman's Division of the South 3/4 of the East half of the North East quarter and of the West half of the North East quarter of Section 23, Township 41 North, Range 11, East of the Third Principal Meridian and the South 477.78 feet of the West half of the South East quarter of Section 14, Township 41 North, Lange 11, East of the Third Principal Meridian, described as follows: Beginning at the South East comer of said Lot 4, being also the South East comer of the said North East quarter of Section 23, and 9.22 feet North of the center line of Algonquin Road: thence North along the East line of said Lot 4 and the East line of said North East quarter for a distance of 240.78 feet; thence West along a line which is 200 feet (as meaSured along said East line) North of and parallel with the North line of Algonquin Road, as dedicated by document record in the Recorder's Office of Cook County, Illinois, as No. 11195787, for a distance of ,... 250 feet; thence South parallel with the East line of Lot 4 for a distance of239.63 feet to a point on the South line of said Lot 4, which point is 39.63 feet South of the North line and 10.37 feet North of the center line of Algonquin Road; thence East along the South line of Lot 4 and the South line of the North East quarter of said Section 23, for a distance of 250 feet to the place of beginning, (excepting from the above described premises that part of Elmhurst Road and Algonquin Road included in said dedication recorded as document 11195787), all in Cook County, Illinois. PIN: 08-23-203-020-0000 COMMONLY KNOWN AS: 1798 S. Elmhurst Rd., Mt. Prospect, IL SECTION 2: Penalties. Any person violating the provisions of this Ordinance shall be subject to a fine of up to $750.00 for each violation. SECTION 3: Definitions. "Person" is any individual, partnership, co-partnership, firm, company, limited liability company, corporation, association, joint stock company, trust, estate, political subdivision, or any other legal entity, or their legal representatives, agents, or assigns. "Potable water" is any water used for human or domestic consumption including, but not limited to, water used for drinking, bathing, swimming, washing dishes, or preparing foods. SECTION 4: That CHAP"TER 9 amended to read in its entirety as follows: of the Mount Prospect Village Code is hereby "Except for uses or methods in existence before the effective date of the Ordinance prohibiting such use, the use or attempt to use as a potable water supply groundwater from within a 500 foot radius of the boundaries of the property legally described below by the installation or drilling of wells or by any other method is hereby prohibited, including points of withdrawal by the Village of Mount Prospect: That part of Lot 4 in Linneman's Division of the South 3/4 of the East half of the North East quarter and of the West half of the North East quarter of Section 23, Township 41 North, Range 11, East of the Third Principal Meridian and the South 477.78 feet of the West half of the South East quarter of Section 14, Township 41 North, Lange 11, East of the Third Principal Meridian, described as follows: Beginning at the South East comer of said Lot 4, being also the South East comer ofthe said North East quarter of Section 23, and 9.22 feet North ofthe center line of Algonquin Road: thence North along the East line of said Lot 4 and the East iManage:186136_1 2 , line of said North East quarter for a distance of 240.78 feet; thence West along a line which is 200 feet (as measured along said East line) North of and parallel with the North line of Algonquin Road, as dedicated by document record in the Recorder's Office of Cook County, Illinois, as No. 11195787, for a distance of 250 feet; thence South parallel with the East line of Lot 4 for a distance of239.63 feet to a point on the South line of said Lot 4, which point is 39.63 feet South of the North line and 10.37 feet North of the center line of Algonquin Road; thence East along the South line of Lot 4 and the South line of the North East quarter of said Section 23, for a distance of 250 feet to the place of beginning, (excepting from the above described premises that part of Elmhurst Road and Algonquin Road included in said dedication recorded as document 11195787), all in Cook County, Illinois. PIN: 08-23-203-020-0000 COMMONLY KNOWN AS: 1798 S. Elmhurst Rd., Mt. Prospect, IL" SECTION 5: Repealer. All ordinances or parts of ordinances in conflict with this Ordinance are herein repealed insofar as they are in conflict with this Ordinance. SECTION 6: Severability. If any provision of this Ordinance or its application to any person or under any circumstances is adjudged invalid, such adjudication shall not affect the validity ofthe Ordinance as a whole or of any portion not adjudged invalid. SECTION 7: Effective Date. This Ordinance shall be in full force and effect from and after its passage, approval and publication in pamphlet form in the newspaper as required by law. Ayes: Nays: Absent: Passed and Approved this _ day of ,2007. Irvana K. Wilks, Village President Attest: M. Lisa Angell, Village Clerk iManage:186136_1 3 LIMITED ENVIRONMENTAL INDEMNITY AGREEMENT This LIMITED ENVIRONMENTAL INDEMNITY AGREEMENT is entered into as of the day of April, 2007, by Equilon Enterprises LLC d/b/a Shell Oil Products US ("Indemnitor") and the Village of Mount Prospect, Cook County, Illinois (the "Village"). RECITALS A. WHEREAS, Indemnitor is the owner of certain real property located at 1798 S. Elmhurst, Mount Prospect, Illinois ("Indemnitor's Property") and legally described in Exhibit A; and B. WHEREAS, an underground storage tank system, as defined in 40 CFR Part 280 or supplanting federal regulations, owned by Indemnitor or its predecessor in interest ("UST System"), was present on Indemnitor's Property; and C. WHEREAS, a release to the environment of petroleum hydrocarbons, including gasoline additives, has occurred in the past at the Indemnitor's Property. Used/waste oil and hydraulic oil may be present on Indemnitor's Property. (All of the previously mentioned compounds and those identified in TACO modeling calculations for the groundwater contamination identified at Indemnitor's Property are hereby collectively referred to as "Compounds of Concern".) As a result of said release, the groundwater at the Indemnitor's Property contains detectable concentrations of Compounds of Concern. The groundwater impacted by Compounds of Concern extends beyond the Indemnitor's Property. The Illinois Emergency Management Agency has assigned incident number 20030423 to the release at the Indemnitor's Property; and D. WHEREAS, Indemnitor desires to limit any potential threat to human health from groundwater impacted with the Compounds of Concern and has requested that the Village enact a groundwater ordinance ("Groundwater Ordinance") that prohibits the installation of new groundwater wells for potable water supply in an area adjacent to and including the Indemnitor's Property. The proposed Groundwater Ordinance is attached hereto as Exhibit B. The area subject to this Agreement shall be the area in, under and adjacent to Indemnitor's Property which is described within the Groundwater Ordinance ("Groundwater Ordinance Area"). NOW, THEREFORE, in consideration of the terms and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. This Limited Environmental Indemnity Agreement ("Agreement") is not binding upon the Village until it is executed by the undersigned representative of the Village of Mount Prospect and, prior to execution, this Agreement constitutes an offer by Indemnitor. The duly authorized representative of Indemnitor has signed this Agreement, and this Agreement is binding upon Indemnitor, its successors and assigns. 2. The Village agrees that it will adopt the Groundwater Ordinance provided, however, that if the Village does not adopt the Groundwater Ordinance or rescinds the Groundwater Ordinance, this Agreement shall be deemed null and void, and Indemnitor shall have no other remedy against the Village. No breach by the Village, its agents, trustees, employees and its successors in interest of a provision of this Agreement is actionable in law or equity by Indemnitor against the Village, and Indemnitor hereby releases the Village and Village Affiliates (as defined below) from any cause of action it may have against them arising under this Agreement or Environmental Laws (as defined below), regulations or common law. Specifically, Indemnitor knowingly waives and releases the Village and/or Village Affiliates from any and all claims, debts, dues and obligations of every kind and nature under the Illinois and United States Constitutions as well as under any federal or state statutes or laws, including but not limited to environmental laws related to the subject matter of this Agreement. Indemnitor further waives all remedies (including those which may be available under the Civil Rights Act) which are available to it for the violations of any of the terms of this Agreement, including but not limited to the equitable remedy of specific performance, and agrees not to seek injunctive relief of any sort. Indemnitor covenants not to sue the Village and/or Village Affiliates for a violation of any provision or terms of this Agreement. 3. Indemnitor on behalf of itself, its successors and assigns does hereby covenant and agree, at its sole cost and expense, to indemnify, defend and hold the Village and the Village's former, current and future officials, trustees, officers, servants, employees, agents, successors and assigns (collectively "Village Affiliates"), both in their capacities as Village representatives and as individuals, harmless from and against any loss, actions, responsibilities, obligations, liability, damage (whether direct or consequential), expenses, claims (whether asserted or unasserted, direct or indirect, existing or inchoate, known or unknown, having arisen or to arise in the future), penalties, fines, injunctions, suits (including but not limited to suits alleging or related to personal injury and/or death), proceedings, disbursements or expenses (including, without limitation, attorneys' and experts' fees and disbursements and court costs) (collectively, the "Liabilities"), arising under or relating to any Environmental Laws (as defined below), or any other Liabilities which may be incurred by or asserted against any of the Village Affiliates resulting or arising from, alleged to arise from, or caused by, in whole or in part, from the presence of Hazardous Material (as defined below) on, in or from the Indemnitor's Property (including the groundwater thereunder) and/or any condition of any property (including groundwater) or surface water alleged to have been caused by the migration, transportation, release or threatened release of Hazardous Materials on or from the Indemnitor's Property. Indemnitor shall assume the expense of defending all suits, administrative proceedings and disputes of any description with all persons, entities, political subdivisions or government agencies arising out of the matters to be indemnified under this Agreement. In the event that the Village or any of the Village Affiliates is/are named as a defendant(s) in any lawsuit arising out of the matters to be indemnified under this Agreement, the Village and/or any of the Village Affiliates shall have the right to choose the attorney(s) who represent(s) them in said lawsuit, and the reasonable costs, expenses and fees associated with said attorney(s) in relation to said lawsuit shall be paid by Indemnitor pursuant to the indemnification provisions herein. Indemnitor shall pay, promptly upon entry, any nonappealable order, judgment or other final resolution of any claim or dispute arising iManage 183575 2 ( out of the matters to be indemnified under this Agreement and shall pay promptly when due any fines, penalties or agreed settlements arising out of the matters to be indemnified under this Agreement. In the event that such payment is not made, the Village or any Village Affiliate, at their sole discretion, may proceed to file suit against the Indemnitor to compel such payment. Indemnitor also agrees that it will not settle or compromise any action, suit or proceeding with the Village's prior written consent, which consent shall not be unreasonably withheld. For purposes of this Agreement, "Hazardous Materials" means and includes Compounds of Concern or those chemicals or substances which are or were commonly used at Indemnitor's Property which are defined as hazardous, special or toxic materials, substances or waste under any Environmental Law. "Environmental Laws" collectively means and includes any present and future local, state, federal or intemationallaw, statute, ordinance, order, decree, rule, regulation or treaty relating to public health, safety or the environment (including those laws relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling, storage, disposal, treatment, transportation or management of Hazardous Materials) including, without limitation, the Resource Conservation and Recovery Act, as amended ("RCRA"), 42 D.S.C. ~6901, et seq., the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 D.S.C. ~9601, et seq., as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SARA"), the Hazardous Materials Transportation Act, 49 D.S.C. ~1801, et seq., the Clean Water Act, 33 D.S.C. ~1251, et seq., the Clean Air Act, as amended, 42 D.S.C. ~7401, et seq., the Toxic Substances Control Act, 15 D.S.C. ~2601, et seq., the Safe Drinking Water Act, 42 D.S.C. ~300f, et seq., the Occupational Safety and Health Act, 29 D.S.C. ~655, et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 D.S.C. ~136, et seq., the National Environmental Policy Act, 42 D.S.C. ~4321, et seq., the Emergency Planning and Community Right-to-Know Act, 42 D.S.C. ~11001, et seq., and the Illinois Environmental Protection Act, and the amendments, regulations, orders, decrees, permits, licenses or deed restrictions now or hereafter promulgated thereunder. In addition to the indemnity provided above, if the Village or Village Affiliates encounter Hazardous Materials while working in, on or under or near the Indemnitor's Property (including but not limited to such areas as within municipal easements and/or Right-of-Ways) or encounter Hazardous Materials migrating from Indemnitor's Property, the Village has the right to remove contaminated soil or groundwater above Tier 1 residential remediation objectives (as set forth in the Tiered Approach to Cleanup Objectives, Title 35, Part 742) from the area it is working and intends to do work and to dispose of them as it deems appropriate not inconsistent with applicable Environmental Laws so as to avoid causing a further release of the Hazardous Materials and to protect human health and the environment. If Hazardous Materials are found anywhere within the boundaries of the proposed Groundwater Ordinance, there is a presumption that the Hazardous Materials migrated from and are attributable to the Indemnitor's Property. Prior to taking any action noted above, the Village will first give Indemnitor written notice, unless there is an emergency or an immediate threat to the health or safety to any individual or to the public, that it intends to perform a site investigation and remove or dispose of contaminated soil or groundwater to the extent necessary for its work. Failure to give notice is not a violation of this Agreement. The removal or disposal shall be based upon the site investigation (which may be modified by field conditions during excavation), which Indemnitor may review or may perform, if iManage 183575 3 ., requested to do so by the Village. If practicable, as determined by the Village, the Village may request Indemnitor to remove and dispose of the contaminated soil and/or groundwater necessary for the Village's work in advance of that work. In any event, Indemnitor shall reimburse the reasonable costs incurred by the Village to perform the site investigation and to dispose of any contaminated soil or groundwater. The parties understand and agree that the Village's soil and groundwater removal will be in conjunction and/or associated with other work being done by the Village in, on, under or near the Indemnitor's Property, and part of the purpose of this paragraph is that if the Village encounters contaminated soil and/or groundwater while working on its utilities, or on a municipal project or otherwise, it will not be responsible in any way for the cost associated with encountering, removing and/or disposing of the contaminated soil and/or groundwater. In addition, it is specifically understood and agreed between the parties that the Village will not be identified at any time, in any place, document or manifest as the owner, generator or transporter of contaminated soil or groundwater taken from Indemnitor's Property. If asked, Indemnitor will cooperate with the Village in the removal and disposal of such soil and groundwater and will sign all necessary documents and manifests for the proper transportation and disposal of the soil and/or groundwater. 4. This Agreement is intended by the parties hereto to be limited to claims, costs, expenses, causes of action, penalties, Liabilities, losses and damages actually sustained and incurred by the Village Affiliates or for which the Village Affiliates are found to be legally liable that arise as a consequence of Hazardous Materials that were released or alleged to be released into the environment from the Indemnitor's Property within the Groundwater Ordinance Area. 5. If requested by the Village, Indemnitor shall immediately deliver to the Village any and all records, documents (including writings, drawings, graphs, charts, photographs, phono records, and other data compilations from which information can be obtained, translated, if necessary, through detection devices into reasonably usable form), or reports of any kind (including all written, printed, recorded or graphic matter however produced or reproduced and all copies, drafts and versions thereof not identical in each respect to the original) which relate or refer (which means, in addition to their customary and usual meaning, assess or assessing, concern or concerning, constitute or constituting, describe or describing, discuss or discussing, embody or embodying, evidence or evidencing, mention or mentioning and reflect or reflecting) environmental matters and/or conditions associated directly or indirectly with the Indemnitor's Property (including the groundwater thereunder), including but not limited to written reports or a site assessment, environmental audits, soil test reports, water test reports, laboratory analysis and documents, reports or writings relating or referring to the Indemnitor's Property provided, however, that nothing in this paragraph shall require the Indemnitor to deliver to the Village those communications and documents that are encompassed by the attorney-client privilege and/or the attorney work product doctrine. 6. Any notice required or permitted to be given to either party shall be deemed to be received by such party (i) three (3) days after deposit in the United States Registered or Certified Mail, Return Receipt Requested, or (ii) one (1) business day after deposit with a nationally recognized overnight delivery service guaranteeing next business day delivery, or (iii) upon personal delivery to the party to whom addressed provided that a receipt of such delivery is obtained, or (iv) on the same business day as transmitted and confirmed by telecopy provided that a iManage 183575 4 confirmation copy is concurrently deposited in United States Certified or Registered Mail, Return Receipt Requested. Such notices shall be addressed to the parties at the following addresses: If to Indemnitor: John Robbins Shell Oil Products US 603 E. Diehl Road - Suite 103 Naperville, Illinois 60563 Facsimile No.: (281) 212-3256 If to the Village: Village of Mount Prospect 50 S. Emerson Street Mount Prospect, IL 60056 Attn: Michael Janonis, Village Manager Facsimile No.: (847) 392-6022 and with a copy to: Klein, Thorpe and Jenkins, Ltd. 20 North Wacker Drive - Suite 1660 Chicago, Illinois 60606-2903 Attn: Dennis G. Walsh Facsimile No.: (312) 984-6444 or to the parties at such other addresses or telecopy numbers as they may designate by notice to the other party as herein provided. 7. This Agreement has been made and delivered in Illinois and shall be construed according to and governed by the internal laws of the State of Illinois without regard to its conflict of law rules. If any provision hereof shall be held invalid, prohibited or unenforceable under any applicable laws of any applicable jurisdiction, such invalidity, prohibition or unenforceability shall be limited to such provision and shall not affect or invalidate the other provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction, and to that extent, the provisions hereof are severable. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. 8. Failure of the Village to require performance of any provision of this Agreement shall not affect the Village's right to require full performance thereof at any time thereafter, and the waiver by the Village of a breach of any provision of this Agreement shall not constitute or be deemed a waiver of a similar breach in the future, or any other breach, or nullify the effectiveness of such provisions of this Agreement. The rights and remedies of the Village of this Agreement are cumulative. The exercise or use of anyone or more thereof shall not bar the Village from exercise or use of any other right or remedy provided herein or otherwise provided by law, nor shall exercise or use of any right or remedy by the Village waive any other right or remedy. The parties are aware of 42 U.S.c. s9607(e), and waive any rights they may otherwise have to assert that such statute does not permit, or renders invalid, the waivers or indemnity provisions contained in this Agreement. iManage 183575 5 9. This Agreement shall be binding upon the Indemnitor and the successors and assigns for so long as the Groundwater Ordinance is required by Indemnitor as an Institutional Control as defined by the Environmental Laws. Provided, however, Indemnitor's duty to indemnify Village shall survive if the Liabilities are incurred during the effective period of the Groundwater Ordinance. No transfer of Indemnitor's rights or obligations hereunder shall be made without the prior written approval of the Village's Board of Trustees, which approval shall be with their reasonable discretion. 10. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof. This Agreement may not be amended, modified, revised, supplemented or restated except by a writing signed by each of the parties hereto. In construing this Agreement or determining the rights of the parties hereunder, no party shall be deemed to have drafted or created this Agreement or any portion thereof. 11. Indemnitor will pay and discharge all reasonable costs, attorney's fees and expenses that shall be made and incurred by the Village in enforcing the covenants and agreements of this Agreement. 12. The executing representatives of the parties to this Agreement represent and certify that they are fully authorized to enter into the terms and conditions ofthis Agreement and to execute and legally bind that party to it. IN WITNESS WHEREOF, the parties have executed this Limited Environmental Indemnity Agreement as ofthe day, month and year first above written. By: EQUILON ENTERPRISES LLC d/b/a SHELL OIL PRODUCTS US By: ~ 2..u Name: n Robbins VILLAGE OF MOUNT PROSPECT Name: Title: Title: Project Manager iManage 183575 6 Village of Mount Prospect Community Development Department , Monnt Prospect r TO: MEMORANDUM ~ FROM: DATE: SUBJECT: MICHAEL E. JANONIS, VILLAGE MANAGER CLARE SLOAN, NEIGHBORHOOD PLANNER APRIL 19, 2007 RESOLUTIONS AUTHORIZING EXECUTION OF AGREEMENTS BE THE VILLAGE AND CDBG SUB-RECIPIENTS N On September 19, 2006, the Village Board approved the 2007 Community Development Block Grant (CDBG) Action Plan. This plan includes funding for several public service agencies that provide a variety of services and programs for the Village's low- and moderate-income residents. Attached, please find contracts for the agencies listed below and resolutions authorizing the execution of agreements between the Village of Mount Prospect and these individual agencies: . Alexian Brothers Mental Health CEDA Northwest Self-Help Center, Inc. - Child Care Broker Program CEDA Northwest Self-Help Center, Inc. - Emergency Housing Program Children's Advocacy Center Greater Wheeling Area Youth Organization - Summer Adventure North Greater Wheeling Area Youth Organization - Dream Makers Greater Wheeling Area Youth Organization - Summer Adventure South Hire Up Ministries Journeys From PADS To HOPE, Inc. Mount Prospect Mentor Program Resources For Community Living Search Development Center - Rehab Suburban Primary Health Care Council- Access To Care WINGS WINGS Safe House Rehab . . . . . . . . . . . . . . Please forward this memorandum and attached resolutions to the Village Board for their review and consideration at their May 1, 2007 meeting. Staff will be present at the meeting to answer any questions related to this matter. I concur: 1I~ I. ~ k William j. Looney, ~ Director of Community Development \ \ Vh1\ vh1hcd$\PLAN\CDBG\Memos\2007\Agreements Memo to Board.doc RESOLUTION NO. A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND ALEXIAN CENTER FOR MENTAL HEALTH WHEREAS, the Village of Mount Prospect is a recipient of funds under the Community Development Block Grant Program; and WHEREAS, it has been determined by the President and Board of Trustees of the Village of Mount Prospect that the Alexian Center for Mental Health shall provide a program which offers crisis intervention and follow-up services such as case management and psychiatry to mentally ill residents; and WHEREAS, the program proposed by the Alexian Center for Mental Health and approved herein, complies with the requirements of the Department of Housing and Urban Development with respect to benefiting low/moderate-income persons. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the President is hereby authorized to sign and the Clerk directed to attest his signature on an agreement for Community Development Block Grant implementation, which Agreement is between the Village of Mount Prospect and Alexian Center for Mental Health a copy of which Agreement is attached hereto and hereby made a part hereof as Exhibit "A". SECTION TWO: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by the law. AYES: NAYS: PASSED and APPROVED this day of May 2007. Irvana K. Wilks, Mayor ATTEST: M. Lisa Angell, Village Clerk H:\CLKO\files\WIN\RES\CDBG\CDBG a1exian brothers 2007.doc c;. AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND ALEXlAN CENTER FOR MENTAL HEALTH FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS AGREEMENT, entered this day of , 2007, by and between the Village of Mount Prospect (herein referred to as the "Grantee") and Alexian Center for Mental Health (herein referred to as the "Sub-Recipient"). WHEREAS, the Grantee has applied for and received Community Development Block Grant (herein referred to as "CDBG") funds from the United States Department of Housing and Urban Development (herein referred to HUD) under Title I of the Housing and Community Development Act of 1974, Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Sub-Recipient to assist the Grantee in utilizing such funds NOW, THEREFORE, it is agreed between the parties hereto that; I. SCOPE OF SERVICE A. Activities The Sub-Recipient will be responsible for administering a CDBG Year (2007) program in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. This program will include the following activities eligible under the CDBG program. The Grantee elects to contract for services with the Sub-Recipient for operation of a program to provide crisis intervention and follow-up services such as case management and psychiatry to mentally ill residents as outlined in the Scope of Services attached herewith as Exhibit A. B. National Obiectives The Sub-Recipient certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives as defined in 24 CRF Part 570.208: 1. Benefit Low/Moderate Income Persons; 2. Aid in the prevention or elimination of slums or blight; or 3. Meet a need having a particular urgency/emergency. C. Levels of Accomplishment In addition to the nonnal administrative services required as part of this Agreement, the Sub-Recipient agrees to provide the following levels of program services: Average Clients/Month 15.625 Total Clients/Year 187.5 The sub-recipient will also report infonnation as it relates to the Outcome Measurement System as described in Federal Register Notice on June 10, 2005. Such infonnation includes, but is not limited to: funds leveraged, number of persons with access to new/improved access to a service, and number of beds created in an overnight/emergency shelter. D. Perfonnance Monitoring The Grantee will monitor the perfonnance of the Sub-Recipient against goals and perfonnance standards required herein. Substandard perfonnance as determined by the Grantee will constitute non-compliance with this Agreement. If action to correct such substandard perfonnance is not taken by the Sub-Recipient within a reasonable period of time after being notified by the Grantee, contract suspension or tennination procedures will be initiated. II. TIME PERFORMANCE Services of the Sub-Recipient shall start on January 1, 2007 and end on December 31,2007. The tenn of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Sub-Recipient remains in control of CDBG funds or other assets, including program income. III. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this contract shall not exceed $5,000. Payments may be contingent upon certification of the Sub-Recipient's financial management system in accordance with the standards specified in OMB Circular A-lID Attachment F. 2 A. Payment Procedures The Grantee will pay to the Sub-Recipient funds available under this contract based upon information submitted by the Sub-Recipient and consistent with any approved budget and Grantee policy concerning payments. The Grantee will not process any invoices received until the Sub-Recipient submits a monthly, quarterly or seasonal report (depending on the reporting system the Sub-Recipient has decided to use) for the requested pay period. The Grantee will determine the appropriate amount to allocate per reporting period depending on the Levels of Accomplishment achieved by the Sub-Recipient. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Sub-Recipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Sub-Recipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Sub-Recipient. B. Indirect Costs If indirect costs are charged, the Sub-Recipient will develop an indirect cost allocation plan for determining the appropriate Sub-Recipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee. C. Program Income The Sub-Recipient shall report all program income as defined at 24 CFR 570.500(a) generated by activities carried out with CDBG funds made available under the contract. The use of program income by the Sub-Recipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Sub- Recipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to the Guarantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury is not program income but needs to be remitted promptly to the Grantee. IV. REPORTING A. Progress Reports 3 The Sub-Recipient shall submit a Quarterly Report to the Grantee in the form, content, and frequency as required by the Grantee. All reports will be due 15 days after the close of the reporting period. This report should include the following: 1. Each client served during the month using CDBG funds; 2. Client's address; and 3. Type of service used by that client. B. Final Report A final report shall accompany the Sub-Recipient's final billing. This report will highlight the accomplishments of the program for the fiscal year, from January 1,2007 to December 31, 2007, summarize the number of Mount Prospect residents served and include the completion of Exhibit B, herein attached. This report shall be due no later than January 15,2008. C. Submission to HUD Subsequent to the execution of this Agreement, the Grantee shall file all necessary documents with HUD and shall comply with all applicable rules and regulations necessary to facilitate acquisition of funds approved for this program by HUD. The Sub-Recipient shall not file any lawsuit against the Grantee or any of its officers or employees as a result of this contract, except that this Section shall not act as a bar to any lawsuits arising from the negligent acts of the Grantee or any of its officers and employees. V. NOTICES & COMMUNICATIONS Notices and communications under this Agreement shall be sent registered or certified mail postage prepaid to the respective parties as follows: Grantee Sub-Recipient Mr. William J. Cooney, Jr. Director of Community Development Village of Mount Prospect 50 S. Emerson Street Mount Prospect, IL 60056 (847) 818-5328 Fax: (847) 818-5329 Mr. Denis Ferguson Executive Director Alexian Center for Mental Health 3350 Salt Creek Lane, Suite 114 Arlington Heights, IL 60005 (847) 952-7471 Fax: (847) 222-1754 4 VI. GENERAL CONDITIONS A. General Compliance The Sub-Recipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the HUD regulations concerning CDBG). The Sub- Recipient further agrees to utilize funds available under this Agreement to supplement rater than supplant funds otherwise available; The Sub-Recipient shall, at all times, observe and comply with all laws, ordinances or regulations of the Federal, State, County and local government which may in any manner affect the performance of this Agreement, and the Sub-Recipient shall be required to perform all acts under this agreement in the same manner as the Grantee, as a contractor of the Federal Government, is or would be required to perform such acts. Suspension or termination shall occur if the Sub-Recipient materially fails to comply with any term of the award in accordance with 24 CFR 85.44. B. "Independent Contractor" Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parities. The Sub-Recipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance as the Sub-Recipient is an independent Sub-Recipient. C. Hold Harmless The Sub-Recipient shall hold harmless, save and indemnify the Grantee and each and everyone of its officers, agents, employees, servants, attorneys, insurers and successors from any and all claims, demands, causes of actions, expenses, injuries, losses or damages of whatever kind, character of description the Grantee may suffer as a result of any cause, matter, act, or omission arising out of the Sub-Recipient's performance or non-performance, or those acting under it to conform to the statues, ordinances or other regulations or requirements of any governmental authority, in connection with e the Sub-Recipient's performance under this Agreement. The Sub- Recipient agrees to defend any claims brought or actions filed against the Grantee with respect to the subject of the indemnity contained herein, whether such claims or actions are rightfully or wrongfully brought or files. In case of such a claim brought or such an action files, the Grantee agrees that the Sub-Recipient may employ 5 attorneys of its own selection to appear and defend the claim or action on behalf of the Grantee, subject to reasonable approval by the Grantee, at the expense of the Sub- Recipient. The Sub-Recipient, at its option, shall have the sole authority for the direction of the defense. D. Amendments The Grantee or Sub-Recipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations, and approved by the Grantee's governing body. ~uch amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Sub-Recipient from its obligations under this Agreement The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Sub-Recipient. E. Suspension or Termination Either party may terminate this contract at any time by giving written notice to the other party of such termination and specifying the effective date thereof at least 30 days before the effective date of such termination. Partial terminations of the Scope of Service in Section I, A above may only be undertaken with the prior approval of the Grantee. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by the Sub-Recipient under this Agreement shall, at the option of the Grantee, become the property of the Grantee, and the Sub-Recipient shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Sub-Recipient materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein; and the Grantee may declare the Sub-Recipient ineligible for any further participation in the Grantee's contracts, in addition to other remedies as provided by the law. In the event there is probable cause to believe the Sub-Recipient is in non-compliance with any applicable rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until such time as the Sub-Recipient is found to be in compliance by the Grantee, or is otherwise adjudicated to be in compliance. 6 VII. ADMINISTRATIVE REQUIREMENTS A. Financial Management 1. Accounting Standards The Sub-Recipient agrees to comply with Attachment F of OMB Circular A- 110 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles The Sub-Recipient shall administer its program in conformance with OMB Circulars A-122, "Cost Principles for Non-Profit Organizations or A-21 "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. OMB Circular A-122 is included as Exhibit D. B. Documentation and Record-Keeping I. Records to be Maintained The Sub-Recipient shall maintain all records required by the Federal regulations specified in 24 CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall not include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-I 10; and g. Other records necessary to document compliance with Subpart K of24 CFR 570. 7 Said records shall include verification of household income and information on race/national origin and ethnicity. Eligible households for this program must have income below those noted in Exhibit C. The Sub-Recipient may establish program income criteria below that noted in Exhibit C. 2. Income Eligibility The Sub-Recipient shall utilize annual income in determining and documenting income for participating clients. Annual income is the gross amount of income anticipated by all adults in a family during the 12 months following the effective date of determination. To calculate annual income, the Sub-Recipient may choose one (I) of three (3) definitions of income listed below: 1. Annual income as defined under the Section 8 Housing Assistance Payments Program; 2. Adjusted gross income as defined for purposes of reporting under IRS Form 1040 (long form) for Federal individual income tax purposes; or 3. Annual income as defined for reporting under the Census long form for the most rent available decennial Census. Any use of another income format is considered ineligible for HUD and CDBG funding. Please note that grantees must ensure that applicants to their programs and activities are treated equitably. For this reason, the same income definition must be used throughout the activity for each applicant. Additionally, the Sub-Recipient shall maintain copies of any documents used to determine client's income. 3. Retention The Sub-Recipient shall retain all records pertinent to expenditures incurred under this contract for a period of five (5) years after the termination of all activities funded under this Agreement. Records for non-expendable property acquired with funds under this contract shall be retained for five (5) years after final disposition of such property. Notwithstanding the above, if there are claims, litigation, audits, negotiations or other actions that involve any of the records cited that have started before the expiration of the three-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the three-year period, whichever occurs later. 4. Client Data 8 The Sub-Recipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 5. Disclosure The Sub-Recipient understands that client information collected under this contract is private. The use or disclosure of such information, when not directly connected with the administration of the Grantee's or Sub-Recipient's responsibilities with respect to services provided under this contract, is prohibited, unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 6. Property Records The Sub-Recipient shall maintain a real property inventory, which identifies properties purchased, improved or sold using CDBG funds. Properties retained shall continue to meet eligibility criteria and shall conform with the "changes in use" restrictions specified in 24 CFR Parts 570.503(b )(8), as applicable. 7. Close-Outs The Sub-Recipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. 8. Audits & Inspections All Sub-Recipient records with respect to any matters covered by this Agreement shall be made available to the' Grantee, grantor agency, their designees or the Federal Government, at any time during normal business hours, as often as the Grantee or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Sub-Recipient with 30 days after receipt by the Sub-Recipient. Failure of the Sub-Recipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Sub- Recipient hereby agrees to have an annual agency audit conducted in 9 accordance with current Grantee policy concerning Sub-Recipient audits and, as applicable OMS Circular A-B3. 9. Availability of Law. Regulations and Orders The Grantee shall, upon the request of the Sub-Recipient, provide copies of all laws, regulations and orders, including those cited in this contract which regulate operation of the CDSG-funded programs, or which might otherwise affect the performance of this Agreement. This Agreement include program income requirements (See Section V, C, 1: Program Income.) set forth in section 24 CFR 570.504 (c) but is not applicable to the Sub-Recipient and uniform administrative requirements described in section 24 CFR 570.502. C. Procurement 1. Compliance The Sub-Recipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non- expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this contract. 2. OMS Standards The Sub-Recipient shall procure all materials, property, or services in accordance with the requirements of Attachment 0 of OMS Circular A-II 0, Procurement Standards, and shall subsequently follow Attachment N, Property Management Standards as modified by 24 CFR 570.502(b)(6), covering utilization and disposal of property. 3. Travel The Sub-Recipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this contract. VIII. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights 1. Compliance 10 The Sub-Recipient agrees to comply with the Illinois Human Rights Act (Act 7751LCS 5-1-101 et seq.) and with Title VIII of the Civil Rights Act of 1968 as amended, Section 1 04(b) and Section 109 of Title 1 of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246 as amended by Executive Orders 11375 and 12086. 2. Nondiscrimination The Sub-Recipient shall not discriminate against any worker, employee, applicant for employment or any member of the public because of race, color, creed, religion ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. Such affirmative action shall include, but not be limited to the following: employment, upgrading demotion or transfer, termination, compensation, and selection for training including apprenticeship. The 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. This policy of non-discrimination and affirmative action shall be applicable with regard to both the Sub-Recipient's internal personnel practices and its actions in the performance of this Agreement. The Sub-Recipient hereby certifies that 1-9 forms are current and employment verification has been completed regarding all employees. The Sub-Recipient agrees and authorizes the Grantee and HUD to conduct compliance reviews or any other procedures to assure compliance with these provisions, subject to applicable laws and regulations concerning privacy and reasonable notice to the Sub- Recipient. B. Conduct 1. Assignments The Sub-Recipient shall not assign the Agreement or any part thereof and the Sub-Recipient shall not transfer or assign any funds or claims due or to be come due hereunder without the prior written approval of the Village Manager. Any transfer or assignment of funds pursuant to this agreement, either in whole or in part, or any interest therein shall be due to the Sub-Recipient shall be deemed of no force or effect and shall not be binding upon the Grantee. 2. Prohibited Activity 11 The Sub-Recipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities: sectarian or religious activities; lobbying, political patronage, and nepotism activities 3. Conflict of Interest The Sub-Recipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under the Agreement. The Sub-Recipient further covenants that in the performance of this Agreement no person having such a financial interest shall be employed or retained by the Sub-Recipient hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer or elected official or appointed official of the Grantee, or of any designated public agencies or Sub-Recipients which are receiving funds under the CDBG Entitlement Program. 4. Lobbying The Sub-Recipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, 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 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 this Federal contract, grant, loan or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under 12 grants, loans and cooperative agreements) and that all Sub- Recipients shall certify and disclose accordingly; and d. Lobbying Certification - Paragraph d 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. 5. Religious Organizations The Sub-Recipient agrees that funds provided under this contract will not be utilized for religious activities to promote religious interests, or for the benefit of a religious organization in accordance with the Federal regulations specified in 24 CR 570.2000). 6. Reversion of Assets Upon expiration of this Agreement, the Sub-recipient shall transfer to the Village any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Sub-recipient's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the sub-recipient in the form of a loan) in excess of $25,000 shall either: a. Be used to meet one of the national objectives in Section 570.208 (formerly Section 570.901) of the CDBG regulations until five years after expiration of the Agreement; or b. If the real property is not used in accordance with paragraph 6a above, the Sub-recipient shall pay to the Village an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The paYment is program income to the Village. No paYment is required after the period of time specified in paragraph 6a of this section. IX. SEVERABILITY 13 If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby, and all other parts of this Agreement shall nevertheless be in full force and effect. 14 IN WITNESS WHEREOF, the Parties have executed this contract: THE VILLAGE OF MOUNT PROSPECT SUBURBAN PRIMARY HEALTH CARE COUNCIL BY: BY: Mayor President ATTEST: Village Clerk Notary Public 15 RESOLUTION NO. A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND THE CEDA NORTHWEST SELF-HELP CENTER WHEREAS, the Village of Mount Prospect is a recipient of funds under the Community Development Block Grant Program; and WHEREAS, it has been determined by the President and Board of Trustees of the Village of Mount Prospect that the CEDA Northwest Self-Help Center shall provides an emergency housing program and a child care subsidy program to assist near homeless and homeless low and moderate income residents of the Village of Mount Prospect; and WHEREAS, the programs proposed by the CEDA Northwest Self-Help Center and approved herein, complies with the requirements of the Department of Housing and Urban Development with respect to benefiting low/moderate-income persons. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the President is hereby authorized to sign and the Clerk directed to attest his signature on an agreement for Community Development Block Grant implementation, which Agreement is between the Village of Mount Prospect and the CEDA Northwest Self-Help Center, for the provision of an Emergency Housing Program, a copy of which Agreement is attached hereto and hereby made a part hereof as Exhibit "A". SECTION TWO: That the President is hereby authorized to sign and the Clerk directed to attest his signature on an agreement for Community Development Block Grant implementation, which Agreement is between the Village of Mount Prospect and the CEDA Northwest Self-Help Center, for provision of a Child Care Subsidy Program, a copy of which Agreement is attached hereto and hereby made a part hereof as Exhibit "B". SECTION THREE: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by the law. AYES: NAYS: PASSED and APPROVED this day of May 2007. Irvana K. Wilks, Mayor ATTEST: M. Lisa Angell, Village Clerk H:\CLKO\FILESlWINlRESlCDBGlCDBG CEDA SELF HELP 2007.DOC 1/ AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND CEDA NORTHWEST SELF-HELP CENTER FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS AGREEMENT, entered this day of , 2007, by and between the Village of Mount Prospect (herein referred to as the "Grantee") and CEDA Northwest Self Help Center (herein referred to as the "Sub-Recipient"). WHEREAS, the Grantee has applied for and received Community Development Block Grant (herein referred to as "CDBG") funds from the United States Department of Housing and Urban Development (herein referred to HUD) under Title I of the Housing and Community Development Act of 1974, Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Sub-Recipient to assist the Grantee in utilizing such funds NOW, THEREFORE, it is agreed between the parties hereto that; I. SCOPE OF SERVICE A. Activities The Sub-Recipient will be responsible for administering a CDBG Year (2007) program in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. This program will include the following activities eligible under the CDBG program. The Grantee elects to contract for services with the Sub-Recipient for operation of a program to assist low-and moderate-income residents with childcare subsidies as outlined in the Scope of Services attached herewith as Exhibit A. B. National Objectives The Sub-Recipient certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives as defined in 24 CRF Part 570.208: 1. Benefit Low/Moderate Income Persons; 2. Aid in the prevention or elimination of slums or blight; or 3. Meet a need having a particular urgency/emergency. C. Levels of Accomplishment In addition to the normal administrative services required as part of this Agreement, the Sub-Recipient agrees to provide the following levels of program services: A verage Clients/Month .77/MONTH Total Clients/Year 9.3NEAR The sub-recipient will also report information as it relates to the Outcome Measurement System as described in Federal Register Notice on June 10, 2005. Such information includes, but is not limited to: funds leveraged, number of persons with access to new/improved access to a service, and number of beds created in an overnight/emergency shelter. D. Performance Monitoring The Grantee will monitor the performance of the Sub-Recipient against goals and performance standards required herein. Substandard performance as determined by the Grantee will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by the Sub-Recipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME PERFORMANCE Services of the Sub-Recipient shall start on January 1,2007 and end on December 31,2007. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Sub-Recipient remains in control of CDBG funds or other assets, including program income. III. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this contract shall not exceed $5,000. Payments may be contingent upon certification of the Sub-Recipient's financial management system in accordance with the standards specified in OMB Circular A-IIO Attachment F. A. Payment Procedures 2 The Grantee will pay to the Sub-Recipient funds available under this contract based upon information submitted by the Sub-Recipient and consistent with any approved budget and Grantee policy concerning payments. The Grantee will not process any invoices received until the Sub-Recipient submits a monthly, quarterly or seasonal report (depending on the reporting system the Sub-Recipient has decided to use) for the requested pay period. The Grantee will determine the appropriate amount to allocate per reporting period depending on the Levels of Accomplishment achieved by the Sub-Recipient. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Sub-Recipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Sub-Recipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Sub-Recipient. B. Indirect Costs If indirect costs are charged, the Sub-Recipient will develop an indirect cost allocation plan for determining the appropriate Sub-Recipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee. C. Program Income The Sub-Recipient shall report all program income as defined at 24 CFR 570.500(a) generated by activities carried out with CDBG funds made available under the contract. The use of program income by the Sub-Recipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Sub- Recipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to the Guarantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury is not program income but needs to be remitted promptly to the Grantee. IV. REPORTING A. Progress Reports The Sub-Recipient shall submit a Quarterly Report to the Grantee in the form, content, and frequency as required by the Grantee. All reports will be due 15 days after the close of the reporting period. This report should include the following: 3 1. Each client served during the month using CDBG funds; 2. Client's address; and 3. Type of service used by that client. B. Final Report A final report shall accompany the Sub-Recipient's final billing. This report will highlight the accomplishments of the program for the fiscal year, from January 1,2007 to December 31, 2007, summarize the number of Mount Prospect residents served and include the completion of Exhibit B, herein attached. This report shall be due no later than January 15,2008. C. Submission to HUD Subsequent to the execution of this Agreement, the Grantee shall file all necessary documents with HUD and shall comply with all applicable rules and regulations necessary to facilitate acquisition of funds approved for this program by HUD. The Sub-Recipient shall not file any lawsuit against the Grantee or any of its officers or employees as a result of this contract, except that this Section shall not act as a bar to any lawsuits arising from the negligent acts of the Grantee or any of its officers and employees. V. NOTICES & COMMUNICATIONS Notices and communications under this Agreement shall be sent registered or certified mail postage prepaid to the respective parties as follows: Grantee Sub-Recipient Mr. William J. Cooney, Jr. Director of Community Development Village of Mount Prospect 50 S. Emerson Street Mount Prospect, IL 60056 (847) 818-5328 Fax: (847) 818-5329 Mr. Ron Jordan Executive Director CEDA Northwest 1300 W. Northwest Hwy Mount Prospect, IL 60056 (847) 392-2332 Fax: (847) 392-2427 VI. GENERAL CONDITIONS 4 A. General Compliance The Sub-Recipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the HUD regulations concerning CDBG). The Sub- Recipient further agrees to utilize funds available under this Agreement to supplement rater than supplant funds otherwise available. The Sub-Recipient shall, at all times, observe and comply with all laws, ordinances or regulations of the Federal, State, County and local government which may in any manner affect the performance of this Agreement, and the Sub-Recipient shall be required to perform all acts under this agreement in the same manner as the Grantee, as a contractor of the Federal Government, is or would be required to perform such acts. Suspension or termination shall occur if the Sub-Recipient materially fails to comply with any term ofthe award in accordance with 24 CFR 85.44. B. "Independent Contractor" Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parities. The Sub-Recipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance as the Sub-Recipient is an independent Sub-Recipient. C. Hold Harmless The Sub-Recipient shall hold harmless, save and indemnify the Grantee and each and everyone of its officers, agents, employees, servants, attorneys, insurers and successors from any and all claims, demands, causes of actions, expenses, injuries, losses or damages of whatever kind, character of description the Grantee may suffer as a result of any cause, matter, act, or omission arising out of the Sub-Recipient's performance or non-performance, or those acting under it to conform to the statues, ordinances or other regulations or requirements of any governmental authority, in connection with e the Sub-Recipient's performance under this Agreement. The Sub- Recipient agrees to defend any claims brought or actions filed against the Grantee with respect to the subject of the indemnity contained herein, whether such claims or actions are rightfully or wrongfully brought or files. In case of such a claim brought or such an action files, the Grantee agrees that the Sub-Recipient may employ attorneys of its own selection to appear and defend the claim or action on behalf of the Grantee, subject to reasonable approval by the Grantee, at the expense of the Sub- Recipient. The Sub-Recipient, at its option, shall have the sole authority for the direction of the defense. 5 D. Amendments The Grantee or Sub-Recipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Sub-Recipient from its obligations under this Agreement The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Sub-Recipient. E. Suspension or Termination Either party may terminate this contract at any time by giving written notice to the other party of such termination and specifying the effective date thereof at least 30 days before the effective date of such termination. Partial terminations of the Scope of Service in Section I, A above may only be undertaken with the prior approval of the Grantee. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by the Sub-Recipient under this Agreement shall, at the option of the Grantee, become the property of the Grantee, and the Sub-Recipient shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Sub-Recipient materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein; and the Grantee may declare the Sub-Recipient ineligible for any further participation in the Grantee's contracts, in addition to other remedies as provided by the law. In the event there is probable cause to believe the Sub-Recipient is in non-compliance with any applicable rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until such time as the Sub-Recipient is found to be in compliance by the Grantee, or is otherwise adjudicated to be in compliance. 6 vn. ADMINISTRA TIVE REQUIREMENTS A. Financial Management 1. Accounting Standards The Sub-Recipient agrees to comply with Attachment F of OMB Circular A- 110 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles The Sub-Recipient shall administer its program in conformance with OMB Circulars A-I22, "Cost Principles for Non-Profit Organizations or A-21 "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. OMB Circular A-I22 is included as Exhibit D. B. Documentation and Record-Keeping 1. Records to be Maintained The Sub-Recipient shall maintain all records required by the Federal regulations specified in 24 CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall not include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-I 10; and g. Other records necessary to document compliance with Subpart K of24 CFR 570. Said records shall include verification of household income and information on race/national origin and ethnicity. Eligible households for this program must 7 have income below those noted in Exhibit C. The Sub-Recipient may establish program income criteria below that noted in Exhibit C. 2. Income Eligibility The Sub-Recipient shall utilize annual income in determining and documenting income for participating clients. Annual income is the gross amount of income anticipated by all adults in a family during the 12 months following the effective date of determination. To calculate annual income, the Sub-Recipient may choose one (1) of three (3) definitions of income listed below: 1. Annual income as defined under the Section 8 Housing Assistance Payments Program; 2. Adjusted gross income as defined for purposes of reporting under IRS Form 1040 (long form) for Federal individual income tax purposes; or 3. Annual income as defined for reporting under the Census long form for the most rent available decennial Census. Any use of another income format is considered ineligible for HUD and CDBG funding. Please note that grantees must ensure that applicants to their programs and activities are treated equitably. For this reason, the same income definition must be used throughout the activity for each applicant. Additionally, the Sub-Recipient shall maintain copies of any documents used to determine client's income. 3. Retention The Sub-Recipient shall retain all records pertinent to expenditures incurred under this contract for a period of five (5) years after the termination of all activities funded under this Agreement. Records for non-expendable property acquired with funds under this contract shall be retained for five (5) years after final disposition of such property. Notwithstanding the above, if there are claims, litigation, audits, negotiations or other actions that involve any of the records cited that have started before the expiration of the three-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the three-year period, whichever occurs later. 4. Client Data The Sub-Recipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description 8 of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 5. Disclosure The Sub-Recipient understands that client information collected under this contract is private. The use or disclosure of such information, when not directly connected with the administration of the Grantee's or Sub-Recipient's responsibilities with respect to services provided under this contract, is prohibited, unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 6. Property Records The Sub-Recipient shall maintain a real property inventory, which identifies properties purchased, improved or sold using CDBG funds. Properties retained shall continue to meet eligibility criteria and shall conform with the "changes in use" restrictions specified in 24 CFR Parts 570.503(b )(8), as applicable. 7. Close-Outs The Sub-Recipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. 8. Audits & Inspections All Sub-Recipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, their designees or the Federal Government, at any time during normal business hours, as often as the Grantee or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Sub-Recipient with 30 days after receipt by the Sub-Recipient. Failure of the Sub-Recipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Sub- Recipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning Sub-Recipient audits and, as applicable OMB Circular A-B3. 9. Availability of Law. Regulations and Orders 9 The Grantee shall, upon the request of the Sub-Recipient, provide copies of all laws, regulations and orders, including those cited in this contract which regulate operation of the CDBG-funded programs, or which might otherwise affect the performance of this Agreement. This Agreement include program income requirements (See Section V, C, 1: Program Income.) set forth in section 24 CFR 570.504 (c) but is not applicable to the Sub-Recipient and uniform administrative requirements described in section 24 CFR 570.502. C. Procurement 1. Compliance The Sub-Recipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non- expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this contract. 2. OMB Standards The Sub-Recipient shall procure all materials, property, or services in accordance with the requirements of Attachment 0 of OMB Circular A-II 0, Procurement Standards, and shall subsequently follow Attachment N, Property Management Standards as modified by 24 CFR 570.502(b)(6), covering utilization and disposal of property. 3. Travel The Sub-Recipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this contract. VIII. PERSONNEL & PAR TICIP ANT CONDITIONS A. Civil Rights 1. Compliance The Sub-Recipient agrees to comply with the Illinois Human Rights Act (Act 7751LCS 5-1-101 et seq.) and with Title VIII of the Civil Rights Act of 1968 as amended, Section 1 04(b) and Section 109 of Title I of the Housing and 10 Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246 as amended by Executive Orders 11375 and 12086. 2. Nondiscrimination The Sub-Recipient shall not discriminate against any worker, employee, applicant for employment or any member of the public because of race, color, creed, religion ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. Such affirmative action shall include, but not be limited to the following: employment, upgrading demotion or transfer, termination, compensation, and selection for training including apprenticeship. The 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. This policy of non-discrimination and affirmative action shall be applicable with regard to both the Sub-Recipient's internal personnel practices and its actions in the performance of this Agreement. The Sub-Recipient hereby certifies that 1-9 forms are current and employment verification has been completed regarding all employees. The Sub-Recipient agrees and authorizes the Grantee and HUD to conduct compliance reviews or any other procedures to assure compliance with these provisions, subject to applicable laws and regulations concerning privacy and reasonable notice to the Sub- Recipient. B. Conduct 1. Assignments The Sub-Recipient shall not assign the Agreement or any part thereof and the Sub-Recipient shall not transfer or assign any funds or claims due or to be come due hereunder without the prior written approval of the Village Manager. Any transfer or assignment of funds pursuant to this agreement, either in whole or in part, or any interest therein shall be due to the Sub-Recipient shall be deemed of no force or effect and shall not be binding upon the Grantee. 2. Prohibited Activity The Sub-Recipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities: sectarian or religious activities; lobbying, political patronage, and nepotism activities 11 3. Conflict of Interest The Sub-Recipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under the Agreement. The Sub-Recipient further covenants that in the performance of this Agreement no person having such a financial interest shall be employed or retained by the Sub-Recipient hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer or elected official or appointed official of the Grantee, or of any designated public agencies or Sub-Recipients which are receiving funds under the CDBG Entitlement Program. 4. Lobbying The Sub-Recipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, 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 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 this Federal contract, grant, loan or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all Sub- Recipients shall certify and disclose accordingly; and d. Lobbying Certification - Paragraph d 12 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. 5. Religious Organizations The Sub-Recipient agrees that funds provided under this contract will not be utilized for religious activities to promote religious interests, or for the benefit of a religious organization in accordance with the Federal regulations specified in 24 CR 570.2000). 6. Reversion of Assets Upon expiration of this Agreement, the Sub-recipient shall transfer to the Village any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Sub-recipient's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the sub-recipient in the form of a loan) in excess of $25,000 shall either: a. Be used to meet one of the national objectives in Section 570.208 (formerly Section 570.901) of the CDBG regulations until five years after expiration of the Agreement; or b. If the real property is not used in accordance with paragraph 6a above, the Sub-recipient shall pay to the Village an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the Village. No payment is required after the period of time specified in paragraph 6a of this section. IX. SEVERABILITY If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby, and all other parts of this Agreement shall nevertheless be in full force and effect. 13 IN WITNESS WHEREOF, the Parties have executed this contract: THE VILLAGE OF MOUNT PROSPECT CEDA NORTHWEST BY: BY: President of the Village Board Executive Director ATTEST: Village Clerk Notary Public 14 IN WITNESS WHEREOF, the Parties have executed this contract: THE VILLAGE OF MOUNT PROSPECT SUBURBANP~ARYHEALTHCARECOUNCIL BY: BY: Mayor President ATTEST: Village Clerk Notary Public 14; AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND CEDA NORTHWEST SELF-HELP CENTER FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS AGREEMENT, entered this day of , 2007, by and between the Village of Mount Prospect (herein referred to as the "Grantee") and CEDA Northwest Self Help Center (herein referred to as the "Sub-Recipient"). WHEREAS, the Grantee has applied for and received Community Development Block Grant (herein referred to as "CDBG") funds from the United States Department of Housing and Urban Development (herein referred to HUD) under Title I of the Housing and Community Development Act of 1974, Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Sub-Recipient to assist the Grantee in utilizing such funds NOW, THEREFORE, it is agreed between the parties hereto that; I. SCOPE OF SERVICE A. Activities The Sub-Recipient will be responsible for administering a CDBG Year (2007) program in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. This program will include the following activities eligible under the CDBG program. The Grantee elects to contract for services with the Sub-Recipient for operation of a program to assist individuals with transitional housing, rent assistance and housing counseling as outlined in the Scope of Services attached herewith as Exhibit A. B. National Objectives The Sub-Recipient certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives as defined in 24 CRF Part 570.208: 1. Benefit Low/Moderate Income Persons; 2. Aid in the prevention or elimination of slums or blight; or 3. Meet a need having a particular urgency/emergency. C. Levels of Accomplishment In addition to the normal administrative services required as part of this Agreement, the Sub-Recipient agrees to provide the following levels of program services: Average Clients/Month .6.1/MONTH Total Clients/Year 73.3/YEAR The sub-recipient will also report information as it relates to the Outcome Measurement System as described in Federal Register Notice on June 10,2005. Such information includes, but is not limited to: funds leveraged, number of persons with access to new/improved access to a service, and number of beds created in an overnight/emergency shelter. D. Performance Monitoring The Grantee will monitor the performance of the Sub-Recipient against goals and performance standards required herein. Substandard performance as determined by the Grantee will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by the Sub-Recipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME PERFORMANCE Services of the Sub-Recipient shall start on January 1, 2007 and end on December 31,2007. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Sub-Recipient remains in control of CDBG funds or other assets, including program income. III. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this contract shall not exceed $6,250. Payments may be contingent upon certification of the Sub-Recipient's financial management system in accordance with the standards specified in OMB Circular A-11O Attachment F. 2 A. Payment Procedures The Grantee will pay to the Sub-Recipient funds available under this contract based upon information submitted by the Sub-Recipient and consistent with any approved budget and Grantee policy concerning payments. The Grantee will not process any invoices received until the Sub-Recipient submits a monthly, quarterly or seasonal report (depending on the reporting system the Sub-Recipient has decided to use) for the requested pay period. The Grantee will determine the appropriate amount to allocate per reporting period depending on the Levels of Accomplishment achieved by the Sub-Recipient. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Sub-Recipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Sub-Recipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Sub-Recipient. B. Indirect Costs If indirect costs are charged, the Sub-Recipient will develop an indirect cost allocation plan for determining the appropriate Sub-Recipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee. C. Program Income The Sub-Recipient shall report all program income as defined at 24 CFR 570.500(a) generated by activities carried out with CDBG funds made available under the contract. The use of program income by the Sub-Recipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Sub- Recipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to the Guarantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury is not program income but needs to be remitted promptly to the Grantee. IV. REPORTING A. Progress Reports 3 The Sub-Recipient shall submit a Quarterly Report to the Grantee in the form, content, and frequency as required by the Grantee. All reports will be due 15 days after the close of the reporting period. This report should include the following: 1. Each client served during the month using CDBG funds; 2. Client's address; and 3. Type of service used by that client. B. Final Report A final report shall accompany the Sub-Recipient's final billing. This report will highlight the accomplishments of the program for the fiscal year, from January 1,2007 to December 31, 2007, summarize the number of Mount Prospect residents served and include the completion of Exhibit B, herein attached. This report shall be due no later than January 15, 2008. C. Submission to HUD Subsequent to the execution of this Agreement, the Grantee shall file all necessary documents with HUD and shall comply with all applicable rules and regulations necessary to facilitate acquisition of funds approved for this program by HUD. The Sub-Recipient shall not file any lawsuit against the Grantee or any of its officers or employees as a result of this contract, except that this Section shall not act as a bar to any lawsuits arising from the negligent acts of the Grantee or any of its officers and employees. V. NOTICES & COMMUNICATIONS Notices and communications under this Agreement shall be sent registered or certified mail postage prepaid to the respective parties as follows: Grantee Sub-Recipient Mr. William J. Cooney, Jr. Director of Community Development Village of Mount Prospect 50 S. Emerson Street Mount Prospect, IL 60056 (847) 818-5328 Fax: (847) 818-5329 Mr. Ron Jordan Executive Director CEDA Northwest 1300 W. Northwest Hwy Mount Prospect, IL 60056 (847) 392-2332 Fax: (847) 392-2427 4 VI. GENERAL CONDITIONS A. General Compliance The Sub-Recipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the HUD regulations concerning CDBG). The Sub- Recipient further agrees to utilize funds available under this Agreement to supplement rater than supplant funds otherwise available. The Sub-Recipient shall, at all times, observe and comply with all laws, ordinances or regulations of the Federal, State, County and local government which may in any manner affect the performance of this Agreement, and the Sub-Recipient shall be required to perform all acts under this agreement in the same manner as the Grantee, as a contractor of the Federal Government, is or would be required to perform such acts. Suspension or termination shall occur if the Sub-Recipient materially fails to comply with any term of the award in accordance with 24 CFR 85.44. B. "Independent Contractor" Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parities. The Sub-Recipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance as the Sub-Recipient is an independent Sub-Recipient. C. Hold Harmless The Sub-Recipient shall hold harmless, save and indemnify the Grantee and each and everyone of its officers, agents, employees, servants, attorneys, insurers and successors from any and all claims, demands, causes of actions, expenses, injuries, losses or damages of whatever kind, character of description the Grantee may suffer as a result of any cause, matter, act, or omission arising out of the Sub-Recipient's performance or non-performance, or those acting under it to conform to the statues, ordinances or other regulations or requirements of any governmental authority, in connection with e the Sub-Recipient's performance under this Agreement. The Sub- Recipient agrees to defend any claims brought or actions filed against the Grantee with respect to the subject of the indemnity contained herein, whether such claims or actions are rightfully or wrongfully brought or files. In case of such a claim brought or such an action files, the Grantee agrees that the Sub-Recipient may employ 5 attorneys of its own selection to appear and defend the claim or action on behalf of the Grantee, subject to reasonable approval by the Grantee, at the expense of the Sub- Recipient. The Sub-Recipient, at its option, shall have the sole authority for the direction of the defense. D. Amendments The Grantee or Sub-Recipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Sub-Recipient from its obligations under this Agreement The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Sub-Recipient. E. Suspension or Termination Either party may terminate this contract at any time by giving written notice to the other party of such termination and specifying the effective date thereof at least 30 days before the effective date of such termination. Partial terminations of the Scope of Service in Section I, A above may only be undertaken with the prior approval of the Grantee. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by the Sub-Recipient under this Agreement shall, at the option of the Grantee, become the property of the Grantee, and the Sub-Recipient shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Sub-Recipient materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein; and the Grantee may declare the Sub-Recipient ineligible for any further participation in the Grantee's contracts, in addition to other remedies as provided by the law. In the event there is probable cause to believe the Sub-Recipient is in non-compliance with any applicable rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until such time as the Sub-Recipient is found to be in compliance by the Grantee, or is otherwise adjudicated to be in compliance. 6 VII. ADMINISTRATIVE REQUIREMENTS A. Financial Management 1. Accounting Standards The Sub-Recipient agrees to comply with Attachment F of OMB Circular A- 110 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles The Sub-Recipient shall administer its program in conformance with OMB Circulars A-I22, "Cost Principles for Non-Profit Organizations or A-21 "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. OMB Circular A-122 is included as Exhibit D. B. Documentation and Record-Keeping 1. Records to be Maintained The Sub-Recipient shall maintain all records required by the Federal regulations specified in 24 CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall not include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-IIO; and g. Other records necessary to document compliance with Subpart K of24 CFR 570. 7 Said records shall include verification of household income and information on race/national origin and ethnicity. Eligible households for this program must have income below those noted in Exhibit C. The Sub-Recipient may establish program income criteria below that noted in Exhibit C. 2. Income Eligibility The Sub-Recipient shall utilize annual income in determining and documenting income for participating clients. Annual income is the gross amount of income anticipated by all adults in a family during the 12 months following the effective date of determination. To calculate annual income, the Sub-Recipient may choose one (1) of three (3) definitions of income listed below: I. Annual income as defined under the Section 8 Housing Assistance Payments Program; 2. Adjusted gross income as defined for purposes of reporting under IRS Form 1040 (long form) for Federal individual income tax purposes; or 3. Annual income as defined for reporting under the Census long form for the most rent available decennial Census. Any use of another income format is considered ineligible for HUD and CDBG funding. Please note that grantees must ensure that applicants to their programs and activities are treated equitably. For this reason, the same income definition must be used throughout the activity for each applicant. Additionally, the Sub-Recipient shall maintain copies of any documents used to determine client's income. 3. Retention The Sub-Recipient shall retain all records pertinent to expenditures incurred under this contract for a period of five (5) years after the termination of all activities funded under this Agreement. Records for non-expendable property acquired with funds under this contract shall be retained for five (5) years after final disposition of such property. Notwithstanding the above, if there are claims, litigation, audits, negotiations or other actions that involve any of the records cited that have started before the expiration of the three-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the three-year period, whichever occurs later. 4. Client Data 8 The Sub-Recipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 5. Disclosure The Sub-Recipient understands that client information collected under this contract is private. The use or disclosure of such information, when not directly connected with the administration of the Grantee's or Sub-Recipient's responsibilities with respect to services provided under this contract, is prohibited, unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 6. Property Records The Sub-Recipient shall maintain a real property inventory, which identifies properties purchased, improved or sold using CDBG funds. Properties retained shall continue to meet eligibility criteria and shall conform with the "changes in use" restrictions specified in 24 CFR Parts 570.503(b )(8), as applicable. 7. Close-Outs The Sub-Recipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. 8. Audits & Inspections All Sub-Recipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, their designees or the Federal Government, at any time during normal business hours, as often as the Grantee or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Sub-Recipient with 30 days after receipt by the Sub-Recipient. Failure of the Sub-Recipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Sub- Recipient hereby agrees to have an annual agency audit conducted in 9 accordance with current Grantee policy concerning Sub-Recipient audits and, as applicable OMB Circular A-B3. 9. Availabilitv of Law. Regulations and Orders The Grantee shall, upon the request of the Sub-Recipient, provide copies of all laws, regulations and orders, including those cited in this contract which regulate operation of the CDBG-funded programs, or which might otherwise affect the performance of this Agreement. This Agreement include program income requirements (See Section V, C, 1: Program Income.) set forth in section 24 CFR 570.504 (c) but is not applicable to the Sub-Recipient and uniform administrative requirements described in section 24 CFR 570.502. C. Procurement 1. Compliance The Sub-Recipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non- expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this contract. 2. OMB Standards The Sub-Recipient shall procure all materials, property, or services in accordance with the requirements of Attachment 0 of OMB Circular A-II 0, Procurement Standards, and shall subsequently follow Attachment N, Property Management Standards as modified by 24 CFR 570.502(b)(6), covering utilization and disposal of property. 3. Travel The Sub-Recipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this contract. VIII. PERSONNEL & P ARTICIP ANT CONDITIONS A. Civil Rights 1. Compliance 10 The Sub-Recipient agrees to comply with the Illinois Human Rights Act (Act 775ILCS 5-1-101 et seq.) and with Title VIII of the Civil Rights Act of 1968 as amended, Section 1 04(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246 as amended by Executive Orders 11375 and 12086. 2. Nondiscrimination The Sub-Recipient shall not discriminate against any worker, employee, applicant for employment or any member of the public because of race, color, creed, religion ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. Such affirmative action shall include, but not be limited to the following: employment, upgrading demotion or transfer, termination, compensation, and selection for training including apprenticeship. The 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. This policy of non-discrimination and affirmative action shall be applicable with regard to both the Sub-Recipient's internal personnel practices and its actions in the performance of this Agreement. The Sub-Recipient hereby certifies that 1-9 forms are current and employment verification has been completed regarding all employees. The Sub-Recipient agrees and authorizes the Grantee and HUD to conduct compliance reviews or any other procedures to assure compliance with these provisions, subject to applicable laws and regulations concerning privacy and reasonable notice to the Sub- Recipient. B. Conduct 1. Assignments The Sub-Recipient shall not assign the Agreement or any part thereof and the Sub-Recipient shall not transfer or assign any funds or claims due or to be come due hereunder without the prior written approval ofthe Village Manager. Any transfer or assignment of funds pursuant to this agreement, either in whole or in part, or any interest therein shall be due to the Sub-Recipient shall be deemed of no force or effect and shall not be binding upon the Grantee. 2. Prohibited Activity 11 The Sub-Recipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities: sectarian pr religious activities; lobbying, political patronage, and nepotism activities 3. Conflict of Interest The Sub-Recipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under the Agreement. The Sub-Recipient further covenants that in the performance of this Agreement no person having such a financial interest shall be employed or retained by the Sub-Recipient hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer or elected official or appointed official of the Grantee, or of any designated public agencies or Sub-Recipients which are receiving funds under the CDBG Entitlement Program. 4. Lobbying The Sub-Recipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, 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 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 this Federal contract, grant, loan or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under 12 grants, loans and cooperative agreements) and that all Sub- Recipients shall certify and disclose accordingly; and d. Lobbving Certification - Paragraph d 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 13 52, 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. 5. Religious Organizations The Sub-Recipient agrees that funds provided under this contract will not be utilized for religious activities to promote religious interests, or for the benefit of a religious organization in accordance with the Federal regulations specified in 24 CR 570.2000). 6. Reversion of Assets Upon expiration of this Agreement, the Sub-recipient shall transfer to the Village any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Sub-recipient's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the sub-recipient in the form of a loan) in excess of $25,000 shall either: a. Be used to meet one of the national objectives in Section 570.208 (formerly Section 570.901) of the CDBG regulations until five years after expiration of the Agreement; or b. If the real property is not used in accordance with paragraph 6a above, the Sub-recipient shall pay to the Village an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the Village. No payment is required after the period of time specified in paragraph 6a of this section. IX. SEVERABILITY 13 If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby, and all other parts of this Asreement shall nevertheless be in full force and effect. 14 IN WITNESS WHEREOF, the Parties have executed this contract: THE VILLAGE OF MOUNT PROSPECT SUBURBAN PRDMARYHEALTHCARE COUNCa BY: BY: Mayor President ATTEST: Village Clerk Notary Public 15 RESOLUTION NO. A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND CHILDREN'S ADVOCACY CENTER WHEREAS, the Village of Mount Prospect is a recipient offunds under the Community Development Block Grant Program; and WHEREAS, it has been determined by the President and Board of Trustees of the Village of Mount Prospect that Children's Advocacy Center, shall provide immediate support and crisis intervention to child victims of abuse and their parents, for the residents of Mount Prospect located within the corporate limits of the Village of Mount Prospect; and WHEREAS, the program proposed by the Children's Advocacy Center and approved herein, complies with the requirements of the Department of Housing and Urban Development with respect to benefiting low and moderate-income persons. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the President is hereby authorized to sign and the Clerk directed to attest his signature on an agreement for Community Development Block Grant implementation, which Agreement is between the Village of Mount Prospect and Children's Advocacy Center, a copy of which Agreement is attached hereto and hereby made a part hereof as Exhibit" A". SECTION TWO: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by the law. AYES: NAYS: PASSED and APPROVED this day of May 2007. Irvana K. Wilks, Mayor ATTEST: M. Lisa Angell, Village Clerk H:\CLKO\files\WIN\RES\CDBG\CDBG Children's Advocacy 2007.doc ~<- ! I I AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND CHILDREN'S ADVOCACY CENTER FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS AGREEMENT, entered this day of , 2007, by and between the Village of Mount Prospect (herein referred to as the "Grantee") and Children's Advocacy Center (herein referred to as the "Sub-Recipient"). WHEREAS, the Grantee has applied for and received Community Development Block Grant (herein referred to as "CDBG") funds from the United States Department of Housing and Urban Development (herein referred to HUD) under Title I of the Housing and Community Development Act of 1974, Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Sub-Recipient to assist the Grantee in utilizing such funds NOW, THEREFORE, it is agreed between the parties hereto that; I. SCOPE OF SERVICE A. Activities The Sub-Recipient will be responsible for administering a CDBG Year (2007) program in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. This program will include the following activities eligible under the CDBG program. The Grantee elects to contract for services with the Sub-Recipient for operation of a program to assist child victims of sexual assault and their families as outlined in the Scope of Services attached herewith as Exhibit A. B. National Objectives The Sub-Recipient certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives as defined in 24 CRF Part 570.208: 1. Benefit Low/Moderate Income Persons; 2. Aid in the prevention or elimination of slums or blight; or 3. Meet a need having a particular urgency/emergency. C. Levels of Accomplishment In addition to the nonnal administrative services required as part of this Agreement, the Sub-Recipient agrees to provide the following levels of program services: Average Clients/Month 3.33/MONTH Total ClientsNear 40/YEAR The sub-recipient will also report infonnation as it relates to the Outcome Measurement System as described in Federal Register Notice on June 10, 2005. Such infonnation includes, but is not limited to: funds leveraged, number of persons with access to new/improved access to a service, and number of beds created in an overnight/emergency shelter. D. Perfonnance Monitoring The Grantee will monitor the perfonnance of the Sub-Recipient against goals and perfonnance standards required herein. Substandard perfonnance as detennined by the Grantee will constitute non-compliance with this Agreement. If action to correct such substandard perfonnance is not taken by the Sub-Recipient within a reasonable period of time after being notified by the Grantee, contract suspension or tennination procedures will be initiated. II. TIME PERFORMANCE Services of the Sub-Recipient shall start on January 1, 2007 and end on December 31,2007. The tenn of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Sub-Recipient remains in control of CDBG funds or other assets, including program income. III. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this contract shall not exceed $5,000. Payments may be contingent upon certification of the Sub-Recipient's financial management system in accordance with the standards specified in OMB Circular A-I 10 Attachment F. A. Payment Procedures 2 The Grantee will pay to the Sub-Recipient funds available under this contract based upon infonnation submitted by the Sub-Recipient and consistent with any approved budget and Grantee policy concerning payments. The Grantee will not process any invoices received until the Sub-Recipient submits a monthly, quarterly or seasonal report (depending on the reporting system the Sub-Recipient has decided to use) for the requested pay period. The Grantee will detennine the appropriate amount to allocate per reporting period depending on the Levels of Accomplishment achieved by the Sub-Recipient. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Sub-Recipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Sub-Recipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf ofthe Sub-Recipient. B. Indirect Costs If indirect costs are charged, the Sub-Recipient will develop an indirect cost allocation plan for detennining the appropriate Sub-Recipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a fonn specified by the Grantee. C. Program Income The Sub-Recipient shall report all program income as defined at 24 CFR 570.500(a) generated by activities carried out with CDBG funds made available under the contract. The use of program income by the Sub-Recipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Sub- Recipient may use such income during the contract period for activities pennitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to the Guarantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury is not program income but needs to be remitted promptly to the Grantee. IV. REPORTING A. Progress Reports The Sub-Recipient shall submit a Quarterly Report to the Grantee in the fonn, content, and frequency as required by the Grantee. All reports will be due 15 days after the close of the reporting period. This report should include the following: 3 1. Each client served during the month using CDBG funds; 2. Client's address; and 3. Type of service used by that client. B. Final Report A final report shall accompany the Sub-Recipient's final billing. This report will highlight the accomplishments of the program for the fiscal year, from January 1, 2007 to December 31,2007, summarize the number of Mount Prospect residents served and include the completion of Exhibit B, herein attached. This report shall be due no later than January 15,2008. C. Submission to HUD Subsequent to the execution of this Agreement, the Grantee shall file all necessary documents with HUD and shall comply with all applicable rules and regulations necessary to facilitate acquisition of funds approved for this program by HUD. The Sub-Recipient shall not file any lawsuit against the Grantee or any of its officers or employees as a result of this contract, except that this Section shall not act as a bar to any lawsuits arising from the negligent acts of the Grantee or any of its officers and employees. V. NOTICES & COMMUNICATIONS Notices and communications under this Agreement shall be sent registered or certified mail postage prepaid to the respective parties as follows: Grantee Sub-Recipient Mr. William J. Cooney, Jr. Director of Community Development Village of Mount Prospect 50 S. Emerson Street Mount Prospect, IL 60056 (847) 818-5328 Fax: (847) 818-5329 Mr. Mark Parr Executive Director Children's Advocacy Center 640 Illinois Boulevard Hoffman Estates, IL 60194 (847) 885-0100 Fax: (847) 885-0187 VI. GENERAL CONDITIONS 4 A. General Compliance The Sub-Recipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the HUD regulations concerning CDBG). The Sub- Recipient further agrees to utilize funds available under this Agreement to supplement rater than supplant funds otherwise available. The Sub-Recipient shall, at all times, observe and comply with all laws, ordinances or regulations of the Federal, State, County and local government which may in any manner affect the performance of this Agreement, and the Sub-Recipient shall be required to perform all acts under this agreement in the same manner as the Grantee, as a contractor of the Federal Government, is or would be required to perform such acts. Suspension or termination shall occur if the Sub-Recipient materially fails to comply with any term ofthe award in accordance with 24 CFR 85.44. B. "Independent Contractor" Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parities. The Sub-Recipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FlCA, retirement, life and/or medical insurance and Workers' Compensation Insurance as the Sub-Recipient is an independent Sub-Recipient. C. Hold Harmless The Sub-Recipient shall hold harmless, save and indemnify the Grantee and each and everyone of its officers, agents, employees, servants, attorneys, insurers and successors from any and all claims, demands, causes of actions, expenses, injuries, losses or damages of whatever kind, character of description the Grantee may suffer as a result of any cause, matter, act, or omission arising out of the Sub-Recipient's performance or non-performance, or those acting under it to conform to the statues, ordinances or other regulations or requirements of any governmental authority, in connection with e the Sub-Recipient's performance under this Agreement. The Sub- Recipient agrees to defend any claims brought or actions filed against the Grantee with respect to the subject of the indemnity contained herein, whether such claims or actions are rightfully or wrongfully brought or files. In case of such a claim brought or such an action files, the Grantee agrees that the Sub-Recipient may employ attorneys of its own selection to appear and defend the claim or action on behalf of the Grantee, subject to reasonable approval by the Grantee, at the expense of the Sub- Recipient. The Sub-Recipient, at its option, shall have the sole authority for the direction of the defense. 5 D. Amendments The Grantee or Sub-Recipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Sub-Recipient from its obligations under this Agreement The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Sub-Recipient. E. Suspension or Termination Either party may terminate this contract at any time by giving written notice to the other party of such termination and specifying the effective date thereof at least 30 days before the effective date of such termination. Partial terminations of the Scope of Service in Section I, A above may only be undertaken with the prior approval of the Grantee. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by the Sub-Recipient under this Agreement shall, at the option of the Grantee, become the property of the Grantee, and the Sub-Recipient shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Sub-Recipient materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein; and the Grantee may declare the Sub-Recipient ineligible for any further participation in the Grantee's contracts, in addition to other remedies as provided by the law. In the event there is probable cause to believe the Sub-Recipient is in non-compliance with any applicable rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until such time as the Sub-Recipient is found to be in compliance by the Grantee, or is otherwise adjudicated to be in compliance. 6 VII. ADMINISTRATIVE REQUIREMENTS A. Financial Management 1. Accounting Standards The Sub-Recipient agrees to comply with Attachment F of OMB Circular A- 110 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles The Sub-Recipient shall administer its program in conformance with OMB Circulars A-I22, "Cost Principles for Non-Profit Organizations or A-21 "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. OMB Circular A-I22 is included as Exhibit D. B. Documentation and Record-Keeping 1 . Records to be Maintained The Sub-Recipient shall maintain all records required by the Federal regulations specified in 24 CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall not include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components ofthe CDBG program; f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-IIO; and g. Other records necessary to document compliance with Subpart K of24 CFR 570. Said records shall include verification of household income and information on race/national origin and ethnicity. Eligible households for this program must 7 have income below those noted in Exhibit C. The Sub-Recipient may establish program income criteria below that noted in Exhibit C. 2. Income Eligibility The Sub-Recipient shall utilize annual income in determining and documenting income for participating clients. Annual income is the gross amount of income anticipated by all adults in a family during the 12 months following the effective date of determination. To calculate annual income, the Sub-Recipient may choose one (1) of three (3) definitions of income listed below: 1. Annual income as defined under the Section 8 Housing Assistance Payments Program; 2. Adjusted gross income as defined for purposes of reporting under IRS Form 1040 (long form) for Federal individual income tax purposes; or 3. Annual income as defined for reporting under the Census long form for the most rent available decennial Census. Any use of another income format is considered ineligible for HUD and CDBG funding. Please note that grantees must ensure that applicants to their programs and activities are treated equitably. For this reason, the same income definition must be used throughout the activity for each applicant. Additionally, the Sub-Recipient shall maintain copies of any documents used to determine client's income. 3. Retention The Sub-Recipient shall retain all records pertinent to expenditures incurred under this contract for a period of five (5) years after the termination of all activities funded under this Agreement. Records for non-expendable property acquired with funds under this contract shall be retained for five (5) years after final disposition of such property. Notwithstanding the above, if there are claims, litigation, audits, negotiations or other actions that involve any of the records cited that have started before the expiration of the three-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the three-year period, whichever occurs later. 4. Client Data The Sub-Recipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description 8 of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 5. Disclosure The Sub-Recipient understands that client information collected under this contract is private. The use or disclosure of such information, when not directly connected with the administration of the Grantee's or Sub-Recipient's responsibilities with respect to services provided under this contract, is prohibited, unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 6. Property Records The Sub-Recipient shall maintain a real property inventory, which identifies properties purchased, improved or sold using CDBG funds. Properties retained shall continue to meet eligibility criteria and shall conform with the "changes in use" restrictions specified in 24 CFR Parts 570.503(b )(8), as applicable. 7. Close-Outs The Sub-Recipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. 8. Audits & Inspections All Sub-Recipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, their designees or the Federal Government, at any time during normal business hours, as often as the Grantee or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Sub-Recipient with 30 days after receipt by the Sub-Recipient. Failure of the Sub-Recipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Sub- Recipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning Sub-Recipient audits and, as applicable OMB Circular A-I33. 9. A vailability of Law, Regulations and Orders 9 The Grantee shall, upon the request of the Sub-Recipient, provide copies of all laws, regulations and orders, including those cited in this contract which regulate operation of the CDBG-funded programs, or which might otherwise affect the performance of this Agreement. This Agreement include program income requirements (See Section V, C, 1: Program Income.) set forth in section 24 CFR 570.504 (c) but is not applicable to the Sub-Recipient and uniform administrative requirements described in section 24 CFR 570.502. C. Procurement 1. Compliance The Sub-Recipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non- expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this contract. 2. OMB Standards The Sub-Recipient shall procure all materials, property, or services in accordance with the requirements of Attachment 0 of OMB Circular A-II 0, Procurement Standards, and shall subsequently follow Attachment N, Property Management Standards as modified by 24 CFR 570.502(b)(6), covering utilization and disposal of property. 3. Travel The Sub-Recipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this contract. VIII. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights 1. Compliance The Sub-Recipient agrees to comply with the Illinois Human Rights Act (Act 7751LCS 5-1-101 et seq.) and with Title VIII of the Civil Rights Act of 1968 as amended, Section 1 04(b) and Section 109 of Title I of the Housing and 10 Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246 as amended by Executive Orders 11375 and 12086. 2. Nondiscrimination The Sub-Recipient shall not discriminate against any worker, employee, applicant for employment or any member of the public because of race, color, creed, religion ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. Such affirmative action shall include, but not be limited to the following: employment, upgrading demotion or transfer, termination, compensation, and selection for training including apprenticeship. The 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. This policy of non-discrimination and affirmative action shall be applicable with regard to both the Sub-Recipient's internal personnel practices and its actions in the performance of this Agreement. The Sub-Recipient hereby certifies that 1-9 forms are current and employment verification has been completed regarding all employees. The Sub-Recipient agrees and authorizes the Grantee and HUD to conduct compliance reviews or any other procedures to assure compliance with these provisions, subject to applicable laws and regulations concerning privacy and reasonable notice to the Sub- Recipient. B. Conduct 1. Assignments The Sub-Recipient shall not assign the Agreement or any part thereof and the Sub-Recipient shall not transfer or assign any funds or claims due or to be come due hereunder without the prior written approval of the Village Manager. Any transfer or assignment of funds pursuant to this agreement, either in whole or in part, or any interest therein shall be due to the Sub-Recipient shall be deemed of no force or effect and shall not be binding upon the Grantee. 2. Prohibited Activity The Sub-Recipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities: sectarian or religious activities; lobbying, political patronage, and nepotism activities 11 3. Conflict of Interest The Sub-Recipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under the Agreement. The Sub-Recipient further covenants that in the performance of this Agreement no person having such a financial interest shall be employed or retained by the Sub-Recipient hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer or elected official or appointed official of the Grantee, or of any designated public agencies or Sub-Recipients which are receiving funds under the CDBG Entitlement Program. 4. Lobbying The Sub-Recipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, 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 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 this Federal contract, grant, loan or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; c. It will require that the language of paragraph (d) of this certification be included in the award documents for all sub awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all Sub- Recipients shall certify and disclose accordingly; and d. Lobbying Certification - Paragraph d 12 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. 5. Religious Organizations The Sub-Recipient agrees that funds provided under this contract will not be utilized for religious activities to promote religious interests, or for the benefit of a religious organization in accordance with the Federal regulations specified in 24 CR 570.2000). 6. Reversion of Assets Upon expiration of this Agreement, the Sub-recipient shall transfer to the Village any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Sub-recipient's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the sub-recipient in the form of a loan) in excess of $25,000 shall either: a. Be used to meet one of the national objectives in Section 570.208 (formerly Section 570.901) of the CDBG regulations until five years after expiration of the Agreement; or b. If the real property is not used in accordance with paragraph 6a above, the Sub-recipient shall pay to the Village an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the Village. No payment is required after the period of time specified in paragraph 6a of this section. IX. SEVERABILITY If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby, and all other parts of this Agreement shall nevertheless be in full force and effect. 13 IN WITNESS WHEREOF, the Parties have executed this contract: THE VILLAGE OF MOUNT PROSPECT SUBURBAN PRIMARY HEALTH CARE COUNCIL BY: BY: Mayor President ATTEST: Village Clerk Notary Public 15 RESOLUTION NO. A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND THE GREATER WHEELING AREA YOUTH OUTREACH, INC. WHEREAS, the Village of Mount Prospect is a recipient of funds under the Community Development Block Grant Program; and WHEREAS, it has been determined by the President and Board of Trustees of the Village of Mount Prospect that the Greater Wheeling Area Youth Outreach, Inc. shall provide summer programs and after school tutoring activities that include educational and recreational activities for the youths located within the corporate limits of the Village of Mount Prospect; and WHEREAS, the program proposed by the Greater Wheeling Area Youth Outreach, Inc. and approved herein, complies with the requirements of the Department of Housing and Urban Development with respect to benefiting low/moderate-income persons. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the President is hereby authorized to sign and the Clerk directed to attest his signature on an agreement for Community Development Block Grant implementation, which Agreement is between the Village of Mount Prospect and the Greater Wheeling Area Youth Outreach, Inc., for the provisions of summer camps for School District 26 and 59, respectively, a copy of which Agreements are attached hereto and hereby made a part hereof as Exhibits "A" and "B". SECTION TWO: That the President is hereby authorized to sign and the Clerk directed to attest his signature on an agreement for Community Development Block Grant implementation, which Agreement is between the Village of Mount Prospect and the Greater Wheeling Area Youth Outreach, Inc., for the provision of the Dream Makers Program, a copy of which Agreement is attached hereto and hereby made a part hereof as Exhibit "C". SECTION THREE: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by the law. AYES: NAYS: PASSED and APPROVED this day of May 2007. Irvana K. Wilks, Mayor ATTEST: M. Lisa Angell, Village Clerk H:\CLKO\fiIes\ WIN\RES\CDBG\CDBG Wheeling Area Youth 2007.doc :J H:ICLKO\FILESIWrN\RESICDBGICDBG WHEELING AREA YOUTH 2007.DOC AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND GREA TER WHEELING AREA YOUTH OUTREACH, INC. FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS AGREEMENT, entered this day of , 2007, by and between the Village of Mount Prospect (herein referred to as the "Grantee") and Greater Wheeling Area Youth Outreach, Inc. (herein referred to as the "Sub-Recipient"). WHEREAS, the Grantee has applied for and received Community Development Block Grant (herein referred to as "CDBG") funds from the United States Department of Housing and Urban Development (herein referred to HUD) under Title I of the Housing and Community Development Act of 1974, Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Sub-Recipient to assist the Grantee in utilizing such funds NOW, THEREFORE, it is agreed between the parties hereto that; I. SCOPE OF SERVICE A. Activities The Sub-Recipient will be responsible for administering a CDBG Year (2007) program in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. This program will include the following activities eligible under the CDBG program. The Grantee elects to contract for services with the Sub-Recipient for operation of a program to provide a summer day camp to youth for the northern area of Mount Prospect as outlined in the Scope of Services attached herewith as Exhibit A. B. National Objectives The Sub-Recipient certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives as defined in 24 CRF Part 570.208: 1. Benefit Low/Moderate Income Persons; 2. Aid in the prevention or elimination of slums or blight; or 3. Meet a need having a particular urgency/emergency. C. Levels of Accomplishment In addition to the normal administrative services required as part of this Agreement, the Sub-Recipient agrees to provide the following levels of program services: Activity Summer Adventure Total Clients/Year 74/Yr The sub-recipient will also report information as it relates to the Outcome Measurement System as described in Federal Register Notice on June 10,2005. Such information includes, but is not limited to: funds leveraged, number of persons with access to new/improved access to a service, and number of beds created in an overnight/emergency shelter. D. Performance Monitoring The Grantee will monitor the performance of the Sub-Recipient against goals and performance standards required herein. Substandard performance as determined by the Grantee will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by the Sub-Recipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME PERFORMANCE Services of the Sub-Recipient shall start on January 1, 2007 and end on December 31,2007. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Sub-Recipient remains in control of CDBG funds or other assets, including program income. III. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this contract shall not exceed $6,000. Payments may be contingent upon certification of the Sub-Recipient's financial management system in accordance with the standards specified in OMB Circular A-I 10 Attachment F. 2 A. Payment Procedures The Grantee will pay to the Sub-Recipient funds available under this contract based upon information submitted by the Sub-Recipient and consistent with any approved budget and Grantee policy concerning payments. The Grantee will not process any invoices received until the Sub-Recipient submits a monthly, quarterly or seasonal report (depending on the reporting system the Sub-Recipient has decided to use) for the requested pay period. The Grantee will determine the appropriate amount to allocate per reporting period depending on the Levels of Accomplishment achieved by the Sub-Recipient. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Sub-Recipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Sub-Recipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Sub-Recipient. B. Indirect Costs If indirect costs are charged, the Sub-Recipient will develop an indirect cost allocation plan for determining the appropriate Sub-Recipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee. C. Program Income The Sub-Recipient shall report all program income as defined at 24 CFR 570.500(a) generated by activities carried out with CDBG funds made available under the contract. The use of program income by the Sub-Recipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Sub- Recipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to the Guarantee at the end of the contract period. Any interest earned on cash advances from the u.S. Treasury is not program income but needs to be remitted promptly to the Grantee. IV. REPORTING A. Progress Reports 3 The Sub-Recipient shall submit a Quarterly Report to the Grantee in the form, content, and frequency as required by the Grantee. All reports will be due 15 days after the close of the reporting period. This report should include the following: 1. Each client served during the month using CDBG funds; 2. Client's address; and 3. Type of service used by that client. B. Final Report A final report shall accompany the Sub-Recipient's final billing. This report will highlight the accomplishments of the program for the fiscal year, from January 1,2007 to December 31,2007, summarize the number of Mount Prospect residents served and include the completion of Exhibit B, herein attached. This report shall be due no later than January 15,2008. C. Submission to HUD Subsequent to the execution of this Agreement, the Grantee shall file all necessary documents with HUD and shall comply with all applicable rules and regulations necessary to facilitate acquisition of funds approved for this program by HUD. The Sub-Recipient shall not file any lawsuit against the Grantee or any of its officers or employees as a result of this contract, except that this Section shall not act as a bar to any lawsuits arising from the negligent acts of the Grantee or any of its officers and employees. V. NOTICES & COMMUNICATIONS Notices and communications under this Agreement shall be sent registered or certified mail postage prepaid to the respective parties as follows: Grantee Sub-Recipient Mr. William J. Cooney, Jr. Director of Community Development Village of Mount Prospect 50 S. Emerson Street Mount Prospect, IL 60056 (847) 818-5328 Fax: (847) 818-5329 Mr. Philip Herman Executive Director GW A YO 550 Business Center Drive Mount Prospect, IL 60056 (847) 759-0679 Fax: (847) 759-0687 4 VI. GENERAL CONDITIONS A. General Compliance The Sub-Recipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the HUD regulations concerning CDBG). The Sub- Recipient further agrees to utilize funds available under this Agreement to supplement rater than supplant funds otherwise available. The Sub-Recipient shall, at all times, observe and comply with all laws, ordinances or regulations of the Federal, State, County and local government which may in any manner affect the performance of this Agreement, and the Sub-Recipient shall be required to perform all acts under this agreement in the same manner as the Grantee, as a contractor of the Federal Government, is or would be required to perform such acts. Suspension or termination shall occur if the Sub-Recipient materially fails to comply with any term of the award in accordance with 24 CFR 85.44. B. "Independent Contractor" Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parities. The Sub-Recipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance as the Sub-Recipient is an independent Sub-Recipient. C. Hold Harmless The Sub-Recipient shall hold harmless, save and indemnify the Grantee and each and everyone of its officers, agents, employees, servants, attorneys, insurers and successors from any and all claims, demands, causes of actions, expenses, injuries, losses or damages of whatever kind, character of description the Grantee may suffer as a result of any cause, matter, act, or omission arising out of the Sub-Recipient's performance or non-performance, or those acting under it to conform to the statues, ordinances or other regulations or requirements of any governmental authority, in connection with e the Sub-Recipient's performance under this Agreement. The Sub- Recipient agrees to defend any claims brought or actions filed against the Grantee with respect to the subject of the indemnity contained herein, whether such claims or actions are rightfully or wrongfully brought or files. In case of such a claim brought or such an action files, the Grantee agrees that the Sub-Recipient may employ 5 attorneys of its own selection to appear and defend the claim or action on behalf of the Grantee, subject to reasonable approval by the Grantee, at the expense of the Sub- Recipient. The Sub-Recipient, at its option, shall have the sole authority for the direction of the defense. D. Amendments The Grantee or Sub-Recipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Sub-Recipient from its obligations under this Agreement The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Sub-Recipient. E. Suspension or Termination Either party may terminate this contract at any time by giving written notice to the other party of such termination and specifying the effective date thereof at least 30 days before the effective date of such termination. Partial terminations of the Scope of Service in Section I, A above may only be undertaken with the prior approval of the Grantee. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by the Sub-Recipient under this Agreement shall, at the option of the Grantee, become the property of the Grantee, and the Sub-Recipient shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Sub-Recipient materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein; and the Grantee may declare the Sub-Recipient ineligible for any further participation in the Grantee's contracts, in addition to other remedies as provided by the law. In the event there is probable cause to believe the Sub-Recipient is in non-compliance with any applicable rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until such time as the Sub-Recipient is found to be in compliance by the Grantee, or is otherwise adjudicated to be in compliance. 6 VII. ADMINISTRA TlVE REQUIREMENTS A. Financial Management 1. Accounting Standards The Sub-Recipient agrees to comply with Attachment F of OMB Circular A- 110 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles The Sub-Recipient shall administer its program in conformance with OMB Circulars A-I22, "Cost Principles for Non-Profit Organizations or A-2l "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. OMB Circular A-I22 is included as Exhibit D. B. Documentation and Record-Keeping 1. Records to be Maintained The Sub-Recipient shall maintain all records required by the Federal regulations specified in 24 CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall not include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives ofthe CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-II 0; and g. Other records necessary to document compliance with Subpart K of24 CFR 570. 7 Said records shall include verification of household income and information on race/national origin and ethnicity. Eligible households for this program must have income below those noted in Exhibit C. The Sub-Recipient may establish program income criteria below that noted in Exhibit C. 2. Income Eligibility The Sub-Recipient shall utilize annual income in determining and documenting income for participating clients. Annual income is the gross amount of income anticipated by all adults in a family during the 12 months following the effective date of determination. To calculate annual income, the Sub-Recipient may choose one (1) of three (3) definitions of income listed below: 1. Annual income as defined under the Section 8 Housing Assistance Payments Program; 2. Adjusted gross income as defined for purposes of reporting under IRS Form 1040 (long form) for Federal individual income tax purposes; or 3. Annual income as defined for reporting under the Census long form for the most rent available decennial Census. Any use of another income format is considered ineligible for HUD and CDBG funding. Please note that grantees must ensure that applicants to their programs and activities are treated equitably. For this reason, the same income definition must be used throughout the activity for each applicant. Additionally, the Sub-Recipient shall maintain copies of any documents used to determine client's income. 3. Retention The Sub-Recipient shall retain all records pertinent to expenditures incurred under this contract for a period of five (5) years after the termination of all activities funded under this Agreement. Records for non-expendable property acquired with funds under this contract shall be retained for five (5) years after final disposition of such property. Notwithstanding the above, if there are claims, litigation, audits, negotiations or other actions that involve any of the records cited that have started before the expiration of the three-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the three-year period, whichever occurs later. 4. Client Data 8 The Sub-Recipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 5. Disclosure The Sub-Recipient understands that client information collected under this contract is private. The use or disclosure of such information, when not directly connected with the administration of the Grantee's or Sub-Recipient's responsibilities with respect to services provided under this contract, is prohibited, unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 6. Property Records The Sub-Recipient shall maintain a real property inventory, which identifies properties purchased, improved or sold using CDBG funds. Properties retained shall continue to meet eligibility criteria and shall conform with the "changes in use" restrictions specified in 24 CFR Parts 570.503(b )(8), as applicable. 7. Close-Outs The Sub-Recipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. 8. Audits & Inspections All Sub-Recipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, their designees or the Federal Government, at any time during normal business hours, as often as the Grantee or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Sub-Recipient with 30 days after receipt by the Sub-Recipient. Failure of the Sub-Recipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Sub- Recipient hereby agrees to have an annual agency audit conducted in 9 accordance with current Grantee policy concerning Sub-Recipient audits and, as applicable OMB Circular A-I33. 9. Availability of Law, Regulations and Orders The Grantee shall, upon the request of the Sub-Recipient, provide copies of all laws, regulations and orders, including those cited in this contract which regulate operation of the CDBG-funded programs, or which might otherwise affect the performance of this Agreement. This Agreement include program income requirements (See Section V, C, 1: Program Income.) set forth in section 24 CFR 570.504 (c) but is not applicable to the Sub-Recipient and uniform administrative requirements described in section 24 CFR 570.502. C. Procurement 1. Compliance The Sub-Recipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non- expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this contract. 2. OMB Standards The Sub-Recipient shall procure all materials, property, or services in accordance with the requirements of Attachment 0 of OMB Circular A-II 0, Procurement Standards, and shall subsequently follow Attachment N, Property Management Standards as modified by 24 CFR 570.502(b)(6), covering utilization and disposal of property. 3. Travel The Sub-Recipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this contract. VIII. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights 1. Compliance 10 The Sub-Recipient agrees to comply with the Illinois Human Rights Act (Act 7751LCS 5-1-101 et seq.) and with Title VIII of the Civil Rights Act of 1968 as amended, Section 1 04(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246 as amended by Executive Orders 11375 and 12086. 2. Nondiscrimination The Sub-Recipient shall not discriminate against any worker, employee, applicant for employment or any member of the public because of race, color, creed, religion ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. Such affirmative action shall include, but not be limited to the following: employment, upgrading demotion or transfer, termination, compensation, and selection for training including apprenticeship. The 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. This policy of non-discrimination and affirmative action shall be applicable with regard to both the Sub-Recipient's internal personnel practices and its actions in the performance of this Agreement. The Sub-Recipient hereby certifies that 1-9 forms are current and employment verification has been completed regarding all employees. The Sub-Recipient agrees and authorizes the Grantee and HUD to conduct compliance reviews or any other procedures to assure compliance with these provisions, subject to applicable laws and regulations concerning privacy and reasonable notice to the Sub- Recipient. B. Conduct 1. Assignments The Sub-Recipient shall not assign the Agreement or any part thereof and the Sub-Recipient shall not transfer or assign any funds or claims due or to be come due hereunder without the prior written approval ofthe Village Manager. Any transfer or assignment of funds pursuant to this agreement, either in whole or in part, or any interest therein shall be due to the Sub-Recipient shall be deemed of no force or effect and shall not be binding upon the Grantee. 2. Prohibited Activity 11 The Sub-Recipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities: sectarian or religious activities; lobbying, political patronage, and nepotism activities 3. Conflict of Interest The Sub-Recipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under the Agreement. The Sub-Recipient further covenants that in the performance of this Agreement no person having such a financial interest shall be employed or retained by the Sub-Recipient hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer or elected official or appointed official of the Grantee, or of any designated public agencies or Sub-Recipients which are receiving funds under the CDBG Entitlement Program. 4. Lobbying The Sub-Recipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, 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 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 this Federal contract, grant, loan or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under 12 grants, loans and cooperative agreements) and that all Sub- Recipients shall certify and disclose accordingly; and d. Lobbying Certification - Paragraph d 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. 5. Religious Organizations The Sub-Recipient agrees that funds provided under this contract will not be utilized for religious activities to promote religious interests, or for the benefit of a religious organization in accordance with the Federal regulations specified in 24 CR 570.2000). 6. Reversion of Assets Upon expiration of this Agreement, the Sub-recipient shall transfer to the Village any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Sub-recipient's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the sub-recipient in the form of a loan) in excess of $25,000 shall either: a. Be used to meet one of the national objectives in Section 570.208 (formerly Section 570.901) of the CDBG regulations until five years after expiration of the Agreement; or b. If the real property is not used in accordance with paragraph 6a above, the Sub-recipient shall pay to the Village an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for "the acquisition of, or improvement to, the property. The payment is program income to the Village. No payment is required after the period of time specified in paragraph 6a of this section. IX. SEVERABILITY 13 If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby, and all other parts of this Agreement shall nevertheless be in full force and effect. 14 IN WITNESS WHEREOF, the Parties have executed this contract: THE VILLAGE OF MOUNT PROSPECT SUBURBAN PRIMARY HEALTH CARE COUNCIL BY: BY: Mayor President ATTEST: Notary Public Village Clerk 15 AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND GREATER WHEELING AREA YOUTH OUTREACH, INC. FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS AGREEMENT, entered this day of , 2007, by and between the Village of Mount Prospect (herein referred to as the "Grantee") and Greater Wheeling Area Youth Outreach, Inc. (herein referred to as the "Sub-Recipient"). WHEREAS, the Grantee has applied for and received Community Development Block Grant (herein referred to as "CDBG") funds from the United States Department of Housing and Urban Development (herein referred to HUD) under Title I of the Housing and Community Development Act of 1974, Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Sub-Recipient to assist the Grantee in utilizing such funds NOW, THEREFORE, it is agreed between the parties hereto that; I. SCOPE OF SERVICE A. Activities The Sub-Recipient will be responsible for administering a CDBG Year (2007) program in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. This program will include the following activities eligible under the CDBG program. The Grantee elects to contract for services with the Sub-Recipient for operation of a program to provide a summer day camp to youth from the southern area of Mount Prospect as outlined in the Scope of Services attached herewith as Exhibit A. B. National Objectives The Sub-Recipient certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives as defined in 24 CRF Part 570.208: 1. Benefit Low/Moderate Income Persons; 2. Aid in the prevention or elimination of slums or blight; or 3. Meet a need having a particular urgency/emergency. C. Levels of Accomplishment In addition to the normal administrative services required as part of this Agreement, the Sub-Recipient agrees to provide the following levels of program services: Activity Summer Adventure Total Clients/Year 411Yr The sub-recipient will also report information as it relates to the Outcome Measurement System as described in Federal Register Notice on June 10, 2005. Such information includes, but is not limited to: funds leveraged, number of persons with access to new/improved access to a service, and number of beds created in an overnight/emergency shelter. D. Performance Monitoring The Grantee will monitor the performance of the Sub-Recipient against goals and performance standards required herein. Substandard performance as determined by the Grantee will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by the Sub-Recipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME PERFORMANCE Services of the Sub-Recipient shall start on January 1, 2007 and end on December 31,2007. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Sub-Recipient remains in control of CDBG funds or other assets, including program income. III. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this contract shall not exceed $6,000. Payments may be contingent upon certification of the Sub-Recipient's financial management system in accordance with the standards specified in OMB Circular A-II 0 Attachment F. 2 A. Payment Procedures The Grantee will pay to the Sub-Recipient funds available under this contract based upon infonnation submitted by the Sub-Recipient and consistent with any approved budget and Grantee policy concerning payments. The Grantee will not process any invoices received until the Sub-Recipient submits a monthly, quarterly or seasonal report (depending on the reporting system the Sub-Recipient has decided to use) for the requested pay period. The Grantee will detennine the appropriate amount to allocate per reporting period depending on the Levels of Accomplishment achieved by the Sub-Recipient. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Sub-Recipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Sub-Recipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Sub-Recipient. B. Indirect Costs If indirect costs are charged, the Sub-Recipient will develop an indirect cost allocation plan for detennining the appropriate Sub-Recipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a fonn specified by the Grantee. C. Program Income The Sub-Recipient shall report all program income as defined at 24 CFR 570.500(a) generated by activities carried out with CDBG funds made available under the contract. The use of program income by the Sub-Recipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Sub- Recipient may use such income during the contract period for activities pennitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to the Guarantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury is not program income but needs to be remitted promptly to the Grantee. IV. REPORTING A. Progress Reports 3 The Sub-Recipient shall submit a Quarterly Report to the Grantee in the fonn, content, and frequency as required by the Grantee. All reports will be due 15 days after the close of the reporting period. This report should include the following: 1. Each client served during the month using CDBG funds; 2. Client's address; and 3. Type of service used by that client. B. Final Report A final report shall accompany the Sub-Recipient's final billing. This report will highlight the accomplishments of the program for the fiscal year, from January 1, 2007 to December 31,2007, summarize the number of Mount Prospect residents served and include the completion of Exhibit B, herein attached. This report shall be due no later than January 15,2008. C. Submission to HUD Subsequent to the execution of this Agreement, the Grantee shall file all necessary documents with HUD and shall comply with all applicable rules and regulations necessary to facilitate acquisition of funds approved for this program by HUD. The Sub-Recipient shall not file any lawsuit against the Grantee or any of its officers or employees as a result of this contract, except that this Section shall not act as a bar to any lawsuits arising from the negligent acts of the Grantee or any of its officers and employees. V. NOTICES & COMMUNICATIONS Notices and communications under this Agreement shall be sent registered or certified mail postage prepaid to the respective parties as follows: Grantee Sub-Recipient Mr. William J. Cooney, Jr. Director of Community Development Village of Mount Prospect 50 S. Emerson Street Mount Prospect, IL 60056 (847) 818-5328 Fax: (847) 818-5329 Mr. Philip Hennan Executive Director GWAYO 550 Business Center Drive Mount Prospect, IL 60056 (847) 759-0679 Fax: (847) 759-0687 4 VI. GENERAL CONDITIONS A. General Compliance The Sub-Recipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the HUD regulations concerning CDBG). The Sub- Recipient further agrees to utilize funds available under this Agreement to supplement rater than supplant funds otherwise available. The Sub-Recipient shall, at all times, observe and comply with all laws, ordinances or regulations of the Federal, State, County and local government which may in any manner affect the performance of this Agreement, and the Sub-Recipient shall be required to perform all acts under this agreement in the same manner as the Grantee, as a contractor of the Federal Government, is or would be required to perform such acts. Suspension or termination shall occur if the Sub-Recipient materially fails to comply with any term of the award in accordance with 24 CFR 85.44. B. "Independent Contractor" Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parities. The Sub-Recipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance as the Sub-Recipient is an independent Sub-Recipient. C. Hold Harmless The Sub-Recipient shall hold harmless, save and indemnify the Grantee and each and everyone of its officers, agents, employees, servants, attorneys, insurers and successors from any and all claims, demands, causes of actions, expenses, injuries, losses or damages of whatever kind, character of description the Grantee may suffer as a result of any cause, matter, act, or omission arising out of the Sub-Recipient's performance or non-performance, or those acting under it to conform to the statues, ordinances or other regulations or requirements of any governmental authority, in connection with e the Sub-Recipient's performance under this Agreement. The Sub- Recipient agrees to defend any claims brought or actions filed against the Grantee with respect to the subject of the indemnity contained herein, whether such claims or actions are rightfully or wrongfully brought or files. In case of such a claim brought or such an action files, the Grantee agrees that the Sub-Recipient may employ 5 attorneys of its own selection to appear and defend the claim or action on behalf of the Grantee, subject to reasonable approval by the Grantee, at the expense of the Sub- Recipient. The Sub-Recipient, at its option, shall have the sole authority for the direction of the defense. D. Amendments The Grantee or Sub-Recipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Sub-Recipient from its obligations under this Agreement The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Sub-Recipient. E. Suspension or Termination Either party may terminate this contract at any time by giving written notice to the other party of such termination and specifying the effective date thereof at least 30 days before the effective date of such termination. Partial terminations of the Scope of Service in Section I, A above may only be undertaken with the prior approval of the Grantee. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by the Sub-Recipient under this Agreement shall, at the option of the Grantee, become the property of the Grantee, and the Sub-Recipient shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Sub-Recipient materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein; and the Grantee may declare the Sub-Recipient ineligible for any further participation in the Grantee's contracts, in addition to other remedies as provided by the law. In the event there is probable cause to believe the Sub-Recipient is in non-compliance with any applicable rules or regulations, the Grantee may withhold up to fifteen (I 5) percent of said contract funds until such time as the Sub-Recipient is found to be in compliance by the Grantee, or is otherwise adjudicated to be in compliance. 6 VII. ADMINISTRA TIVE REQUIREMENTS A. Financial Management 1. Accounting Standards The Sub-Recipient agrees to comply with Attachment F of OMB Circular A- 110 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles The Sub-Recipient shall administer its program in conformance with OMB Circulars A-I22, "Cost Principles for Non-Profit Organizations or A-21 "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. OMB Circular A-I22 is included as Exhibit D. B. Documentation and Record-Keeping 1. Records to be Maintained The Sub-Recipient shall maintain all records required by the Federal regulations specified in 24 CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall not include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-I 10; and g. Other records necessary to document compliance with Subpart K of24 CFR 570. 7 Said records shall include verification of household income and information on race/national origin and ethnicity. Eligible households for this program must have income below those noted in Exhibit C. The Sub-Recipient may establish program income criteria below that noted in Exhibit C. 2. Income Eligibility The Sub-Recipient shall utilize annual income in determining and documenting income for participating clients. Annual income is the gross amount of income anticipated by all adults in a family during the 12 months following the effective date of determination. To calculate annual income, the Sub-Recipient may choose one (1) of three (3) definitions of income listed below: 1. Annual income as defined under the Section 8 Housing Assistance Payments Program; 2. Adjusted gross income as defined for purposes of reporting under IRS Form 1040 (long form) for Federal individual income tax purposes; or 3. Annual income as defined for reporting under the Census long form for the most rent available decennial Census. Any use of another income format is considered ineligible for HUD and CDBG funding. Please note that grantees must ensure that applicants to their programs and activities are treated equitably. For this reason, the same income definition must be used throughout the activity for each applicant. Additionally, the Sub-Recipient shall maintain copies of any documents used to determine client's income. 3. Retention The Sub-Recipient shall retain all records pertinent to expenditures incurred under this contract for a period of five (5) years after the termination of all activities funded under this Agreement. Records for non-expendable property acquired with funds under this contract shall be retained for five (5) years after final disposition of such property. Notwithstanding the above, if there are claims, litigation, audits, negotiations or other actions that involve any of the records cited that have started before the expiration of the three-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the three-year period, whichever occurs later. 4. Client Data 8 The Sub-Recipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 5. Disclosure The Sub-Recipient understands that client information collected under this contract is private. The use or disclosure of such information, when not directly connected with the administration of the Grantee's or Sub-Recipient's responsibilities with respect to services provided under this contract, is prohibited, unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 6. Property Records The Sub-Recipient shall maintain a real property inventory, which identifies properties purchased, improved or sold using CDBG funds. Properties retained shall continue to meet eligibility criteria and shall conform with the "changes in use" restrictions specified in 24 CFR Parts 570.503(b )(8), as applicable. 7. Close-Outs The Sub-Recipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. 8. Audits & Inspections All Sub-Recipient records with respect to ,any matters covered by this Agreement shall be made available to the Grantee, grantor agency, their designees or the Federal Government, at any time during normal business hours, as often as the Grantee or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Sub-Recipient with 30 days after receipt by the Sub-Recipient. Failure of the Sub-Recipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Sub- Recipient hereby agrees to have an annual agency audit conducted in 9 accordance with current Grantee policy concerning Sub-Recipient audits and, as applicable OMB Circular A-133. 9. Availability of Law. Regulations and Orders The Grantee shall, upon the request of the Sub-Recipient, provide copies of all laws, regulations and orders, including those cited in this contract which regulate operation of the CDBG-funded programs, or which might otherwise affect the performance of this Agreement. This Agreement include program income requirements (See Section V, C, 1: Program Income.) set forth in section 24 CFR 570.504 (c) but is not applicable to the Sub-Recipient and uniform administrative requirements described in section 24 CFR 570.502. C. Procurement 1. Compliance The Sub-Recipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non- expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this contract. 2. OMB Standards The Sub-Recipient shall procure all materials, property, or services in accordance with the requirements of Attachment 0 of OMB Circular A-II 0, Procurement Standards, and shall subsequently follow Attachment N, Property Management Standards as modified by 24 CFR 570.502(b)(6), covering utilization and disposal of property. 3. Travel The Sub-Recipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this contract. VIII. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights 1. Compliance 10 The Sub-Recipient agrees to comply with the Illinois Human Rights Act (Act 7751LCS 5-1-101 et seq.) and with Title VIII of the Civil Rights Act of 1968 as amended, Section 1 04(b) and Section 109 of Title 1 of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246 as amended by Executive Orders 11375 and 12086. 2. Nondiscrimination The Sub-Recipient shall not discriminate against any worker, employee, applicant for employment or any member of the public because of race, color, creed, religion ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. Such affirmative action shall include, but not be limited to the following: employment, upgrading demotion or transfer, termination, compensation, and selection for training including apprenticeship. The 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. This policy of non-discrimination and affirmative action shall be applicable with regard to both the Sub-Recipient's internal personnel practices and its actions in the performance of this Agreement. The Sub-Recipient hereby certifies that 1-9 forms are current and employment verification has been completed regarding all employees. The Sub-Recipient agrees and authorizes the Grantee and HUD to conduct compliance reviews or any other procedures to assure compliance with these provisions, subject to applicable laws and regulations concerning privacy and reasonable notice to the Sub- Recipient. B. Conduct 1. Assignments The Sub-Recipient shall not assign the Agreement or any part thereof and the Sub-Recipient shall not transfer or assign any funds or claims due or to be come due hereunder without the prior written approval of the Village Manager. Any transfer or assignment of funds pursuant to this agreement, either in whole or in part, or any interest therein shall be due to the Sub-Recipient shall be deemed of no force or effect and shall not be binding upon the Grantee. 2. Prohibited Activity 11 The Sub-Recipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities: sectarian or religious activities; lobbying, political patronage, and nepotism activities 3. Conflict of Interest The Sub-Recipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under the Agreement. The Sub-Recipient further covenants that in the performance of this Agreement no person having such a financial interest shall be employed or retained by the Sub-Recipient hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer or elected official or appointed official of the Grantee, or of any designated public agencies or Sub-Recipients which are receiving funds under the CDBG Entitlement Program. 4. Lobbying The Sub-Recipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, 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 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 this Federal contract, grant, loan or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under 12 grants, loans and cooperative agreements) and that all Sub- Recipients shall certify and disclose accordingly; and d. Lobbying Certification - Paragraph d 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. 5. Religious Organizations The Sub-Recipient agrees that funds provided under this contract will not be utilized for religious activities to promote religious interests, or for the benefit of a religious organization in accordance with the Federal regulations specified in 24 CR 570.200(j). 6. Reversion of Assets Upon expiration of this Agreement, the Sub-recipient shall transfer to the Village any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Sub-recipient's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the sub-recipient in the form of a loan) in excess of $25,000 shall either: a. Be used to meet one of the national objectives in Section 570.208 (formerly Section 570.901) of the CDBG regulations until five years after expiration of the Agreement; or b. If the real property is not used in accordance with paragraph 6a above, the Sub-recipient shall pay to the Village an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the Village. No payment is required after the period of time specified in paragraph 6a of this section. IX. SEVERABILITY 13 If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby, and all other parts of this Agreement shall nevertheless be in full force and effect. 14 IN WITNESS WHEREOF, the Parties have executed this contract: THE VILLAGE OF MOUNT PROSPECT SUBURBAN PRIMARY HEALTH CARE COUNCIL BY: BY: Mayor President ATTEST: Village Clerk Notary Public 15 AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND GREATER WHEELING AREA YOUTH OUTREACH, INC. FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS AGREEMENT, entered this day of ,2007, by and between the Village of Mount Prospect (herein referred to as the "Grantee") and Greater Wheeling Area Youth Outreach, Inc. (herein referred to as the "Sub-Recipient"). WHEREAS, the Grantee has applied for and received Community Development Block Grant (herein referred to as "CDBG") funds from the United States Department of Housing and Urban Development (herein referred to HUD) under Title I of the Housing and Community Development Act of 1974, Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Sub-Recipient to assist the Grantee in utilizing such funds NOW, THEREFORE, it is agreed between the parties hereto that; I. SCOPE OF SERVICE A. Activities The Sub-Recipient will be responsible for administering a CDBG Year (2007) program in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. This program will include the following activities eligible under the CDBG program. The Grantee elects to contract for services with the Sub-Recipient for operation of a program to provide an after school tutoring and mentoring program for Mount Prospect youth as outlined in the Scope of Services attached herewith as Exhibit A. B. National Objectives The Sub-Recipient certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives as defined in 24 CRF Part 570.208: 1. Benefit Low/Moderate Income Persons; 2. Aid in the prevention or elimination of slums or blight; or 3. Meet a need having a particular urgency/emergency. C. Levels of Accomplishment In addition to the normal administrative services required as part of this Agreement, the Sub-Recipient agrees to provide the following levels of program services: A verage Clients/Month .75/MONTH Total Clients/Year 9/YEAR The sub-recipient will also report information as it relates to the Outcome Measurement System as described in Federal Register Notice on June 10, 2005. Such information includes, but is not limited to: funds leveraged, number of persons with access to new/improved access to a service, and number of beds created in an overnight/emergency shelter. D. Performance Monitoring The Grantee will monitor the performance of the Sub-Recipient against goals and performance standards required herein. Substandard performance as determined by the Grantee will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by the Sub-Recipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME PERFORMANCE Services of the Sub-Recipient shall start on January 1, 2007 and end on December 31, 2007. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Sub-Recipient remains in control of CDBG funds or other assets, including program income. III. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this contract shall not exceed $4,500. Payments may be contingent upon certification of the Sub-Recipient's financial management system in accordance with the standards specified in OMB Circular A-II 0 Attachment F. A. Payment Procedures 2 The Grantee will pay to the Sub-Recipient funds available under this contract based upon information submitted by the Sub-Recipient and consistent with any approved budget and Grantee policy concerning payments. The Grantee will not process any invoices received until the Sub-Recipient submits a monthly, quarterly or seasonal report (depending on the reporting system the Sub-Recipient has decided to use) for the requested pay period. The Grantee will determine the appropriate amount to allocate per reporting period depending on the Levels of Accomplishment achieved by the Sub-Recipient. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Sub-Recipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Sub-Recipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Sub-Recipient. B. Indirect Costs If indirect costs are charged, the Sub-Recipient will develop an indirect cost allocation plan for determining the appropriate Sub-Recipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee. C. Program Income The Sub-Recipient shall report all program income as defined at 24 CFR 570.500(a) generated by activities carried out with CDBG funds made available under the contract. The use of program income by the Sub-Recipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Sub- Recipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to the Guarantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury is not program income but needs to be remitted promptly to the Grantee. IV. REPORTING A. Progress Reports The Sub-Recipient shall submit a Quarterly Report to the Grantee in the form, content, and frequency as required by the Grantee. All reports will be due 15 days after the close of the reporting period. This report should include the following: 3 1. Each client served during the month using CDBG funds; 2. Client's address; and 3. Type of service used by that client. B. Final Report A final report shall accompany the Sub-Recipient's final billing. This report will highlight the accomplishments of the program for the fiscal year, from January 1, 2007 to December 31, 2007, summarize the number of Mount Prospect residents served and include the completion of Exhibit B, herein attached. This report shall be due no later than January 15, 2008. C. Submission to HUD Subsequent to the execution of this Agreement, the Grantee shall file all necessary documents with HUD and shall comply with all applicable rules and regulations necessary to facilitate acquisition of funds approved for this program by HUD. The Sub-Recipient shall not file any lawsuit against the Grantee or any of its officers or employees as a result of this contract, except that this Section shall not act as a bar to any lawsuits arising from the negligent acts of the Grantee or any of its officers and employees. V. NOTICES & COMMUNICATIONS Notices and communications under this Agreement shall be sent registered or certified mail postage prepaid to the respective parties as follows: Grantee Sub-Recipient Mr. William J. Cooney, Jr. Director of Community Development Village of Mount Prospect 50 S. Emerson Street Mount Prospect, IL 60056 (847) 818-5328 Fax: (847) 818-5329 Mr. Philip Herman Executive Director GWAYO 550 Business Center Drive Mount Prospect, IL 60056 (847) 759-0679 Fax: (847) 759-0687 VI. GENERAL CONDITIONS 4 A. General Compliance The Sub-Recipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the HUD regulations concerning CDBG). The Sub- Recipient further agrees to utilize funds available under this Agreement to supplement rater than supplant funds otherwise available. The Sub-Recipient shall, at all times, observe and comply with all laws, ordinances or regulations of the Federal, State, County and local government which may in any manner affect the performance of this Agreement, and the Sub-Recipient shall be required to perform all acts under this agreement in the same manner as the Grantee, as a contractor of the Federal Government, is or would be required to perform such acts. Suspension or termination shall occur if the Sub-Recipient materially fails to comply with any term of the award in accordance with 24 CFR 85.44. B. "Independent Contractor" Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parities. The Sub-Recipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance as the Sub-Recipient is an independent Sub-Recipient. C. Hold Harmless The Sub-Recipient shall hold harmless, save and indemnify the Grantee and each and everyone of its officers, agents, employees, servants, attorneys, insurers and successors from any and all claims, demands, causes of actions, expenses, injuries, losses or damages of whatever kind, character of description the Grantee may suffer as a result of any cause, matter, act, or omission arising out of the Sub-Recipient's performance or non-performance, or those acting under it to conform to the statues, ordinances or other regulations or requirements of any governmental authority, in connection with e the Sub-Recipient's performance under this Agreement. The Sub- Recipient agrees to defend any claims brought or actions filed against the Grantee with respect to the subject of the indemnity contained herein, whether such claims or actions are rightfully or wrongfully brought or files. In case of such a claim brought or such an action files, the Grantee agrees that the Sub-Recipient may employ attorneys of its own selection to appear and defend the claim or action on behalf of the Grantee, subject to reasonable approval by the Grantee, at the expense of the Sub- Recipient. The Sub-Recipient, at its option, shall have the sole authority for the direction of the defense. 5 D. Amendments The Grantee or Sub-Recipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Sub-Recipient from its obligations under this Agreement The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Sub-Recipient. E. Suspension or Termination Either party may terminate this contract at any time by giving written notice to the other party of such termination and specifying the effective date thereof at least 30 days before the effective date of such termination. Partial terminations of the Scope of Service in Section I, A above may only be undertaken with the prior approval of the Grantee. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by the Sub-Recipient under this Agreement shall, at the option of the Grantee, become the property of the Grantee, and the Sub-Recipient shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Sub-Recipient materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein; and the Grantee may declare the Sub-Recipient ineligible for any further participation in the Grantee's contracts, in addition to other remedies as provided by the law. In the event there is probable cause to believe the Sub-Recipient is in non-compliance with any applicable rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until such time as the Sub-Recipient is found to be in compliance by the Grantee, or is otherwise adjudicated to be in compliance. 6 VII. ADMINISTRA TIVE REQUIREMENTS A. Financial Management 1. Accounting Standards The Sub-Recipient agrees to comply with Attachment F of OMB Circular A- 110 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles The Sub-Recipient shall administer its program in conformance with OMB Circulars A-I22, "Cost Principles for Non-Profit Organizations or A-21 "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. OMB Circular A-I22 is included as Exhibit D. B. Documentation and Record-Keeping 1. Records to be Maintained The Sub-Recipient shall maintain all records required by the Federal regulations specified in 24 CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall not include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one ofthe National Objectives ofthe CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-II 0; and g. Other records necessary to document compliance with Subpart K of24 CFR 570. Said records shall include verification of household income and information on race/national origin and ethnicity. Eligible households for this program must 7 have income below those noted in Exhibit C. The Sub-Recipient may establish program income criteria below that noted in Exhibit C. 2. Income Eligibility The Sub-Recipient shall utilize annual income in determining and documenting income for participating clients. Annual income is the gross amount of income anticipated by all adults in a family during the 12 months following the effective date of determination. To calculate annual income, the Sub-Recipient may choose one (1) ofthree (3) definitions of income listed below: 1. Annual income as defined under the Section 8 Housing Assistance Payments Program; 2. Adjusted gross income as defined for purposes of reporting under IRS Form 1040 (long form) for Federal individual income tax purposes; or 3. Annual income as defined for reporting under the Census long form for the most rent available decennial Census. Any use of another income format is considered ineligible for HUD and CDBG funding. Please note that grantees must ensure that applicants to their programs and activities are treated equitably. For this reason, the same income definition must be used throughout the activity for each applicant. Additionally, the Sub-Recipient shall maintain copies of any documents used to determine client's income. 3. Retention The Sub-Recipient shall retain all records pertinent to expenditures incurred under this contract for a period of five (5) years after the termination of all activities funded under this Agreement. Records for non-expendable property acquired with funds under this contract shall be retained for five (5) years after final disposition of such property. Notwithstanding the above, if there are claims, litigation, audits, negotiations or other actions that involve any of the records cited that have started before the expiration of the three-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the three-year period, whichever occurs later. 4. Client Data The Sub-Recipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description 8 of service provided. Such infonnation shall be made available to Grantee monitors or their designees for review upon request. 5. Disclosure The Sub-Recipient understands that client infonnation collected under this contract is private. The use or disclosure of such infonnation, when not directly connected with the administration of the Grantee's or Sub-Recipient's responsibilities with respect to services provided under this contract, is prohibited, unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 6. Property Records The Sub-Recipient shall maintain a real property inventory, which identifies properties purchased, improved or sold using CDBG funds. Properties retained shall continue to meet eligibility criteria and shall confonn with the "changes in use" restrictions specified in 24 CFR Parts 570.503(b )(8), as applicable. 7. Close-Outs The Sub-Recipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and detennining the custodianship of records. 8. Audits & Inspections All Sub-Recipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, their designees or the Federal Government, at any time during nonnal business hours, as often as the Grantee or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Sub-Recipient with 30 days after receipt by the Sub-Recipient. Failure of the Sub-Recipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Sub- Recipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning Sub-Recipient audits and, as applicable OMB Circular A-133. 9. A vailability of Law, Regulations and Orders 9 The Grantee shall, upon the request of the Sub-Recipient, provide copies of all laws, regulations and orders, including those cited in this contract which regulate operation of the CDBG-funded programs, or which might otherwise affect the performance of this Agreement. This Agreement include program income requirements (See Section V, C, 1: Program Income.) set forth in section 24 CFR 570.504 (c) but is not applicable to the Sub-Recipient and uniform administrative requirements described in section 24 CFR 570.502. C. Procurement 1. Compliance The Sub-Recipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non- expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this contract. 2. OMB Standards The Sub-Recipient shall procure all materials, property, or services in accordance with the requirements of Attachment 0 of OMB Circular A-II 0, Procurement Standards, and shall subsequently follow Attachment N, Property Management Standards as modified by 24 CFR 570.502(b)(6), covering utilization and disposal of property. 3. Travel The Sub-Recipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this contract. VIII. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights 1. Compliance The Sub-Recipient agrees to comply with the Illinois Human Rights Act (Act 7751LCS 5-1-101 et seq.) and with Title VIII of the Civil Rights Act of 1968 as amended, Section 1 04(b) and Section 109 of Title I of the Housing and 10 Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246 as amended by Executive Orders 11375 and 12086. 2. Nondiscrimination The Sub-Rec1pient shaH not discriminate against any worker, employee, applicant for employment or any member of the public because of race, color, creed, religion ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. Such affirmative action shall include, but not be limited to the foHowing: employment, upgrading demotion or transfer, termination, compensation, and selection for training including apprenticeship. The 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. This policy of non-discrimination and affirmative action shaH be applicable with regard to both the Sub-Recipient's internal personnel practices and its actions in the performance of this Agreement. The Sub-Recipient hereby certifies that 1-9 forms are current and employment verification has been completed regarding all employees. The Sub-Recipient agrees and authorizes the Grantee and HUD to conduct compliance reviews or any other procedures to assure compliance with these provisions, subject to applicable laws and regulations concerning privacy and reasonable notice to the Sub- Recipient. B. Conduct 1. Assignments The Sub-Recipient shall not assign the Agreement or any part thereof and the Sub-Recipient shaH not transfer or assign any funds or claims due or to be come due hereunder without the prior written approval of the Village Manager. Any transfer or assignment of funds pursuant to this agreement, either in whole or in part, or any interest therein shaH be due to the Sub-Recipient shall be deemed of no force or effect and shaH not be binding upon the Grantee. 2. Prohibited Activity The Sub-Recipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities: sectarian or religious activities; lobbying, political patronage, and nepotism activities 11 3. Conflict of Interest The Sub-Recipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under the Agreement. The Sub-Recipient further covenants that in the performance of this Agreement no person having such a financial interest shall be employed or retained by the Sub-Recipient hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer or elected official or appointed official of the Grantee, or of any designated public agencies or Sub-Recipients which are receiving funds under the CDBG Entitlement Program. 4. Lobbying The Sub-Recipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, 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 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 this Federal contract, grant, loan or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all Sub- Recipients shall certify and disclose accordingly; and d. Lobbying Certification - Paragraph d 12 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. 5. Religious Organizations The Sub-Recipient agrees that funds provided under this contract will not be utilized for religious activities to promote religious interests, or for the benefit of a religious organization in accordance with the Federal regulations specified in 24 CR 570.200(j). 6. Reversion of Assets Upon expiration of this Agreement, the Sub-recipient shall transfer to the Village any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Sub-recipient's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the sub-recipient in the form ofa loan) in excess of$25,000 shall either: a. Be used to meet one of the national objectives in Section 570.208 (formerly Section 570.901) of the CDBG regulations until five years after expiration of the Agreement; or b. If the real property is not used in accordance with paragraph 6a above, the Sub-recipient shall pay to the Village an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the Village. No payment is required after the period of time specified in paragraph 6a of this section. IX. SEVERABILITY If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby, and all other parts of this Agreement shall nevertheless be in full force and effect. 13 IN WITNESS WHEREOF, the Parties have executed this contract: THE VILLAGE OF MOUNT PROSPECT SUBURBAN PRIMARY HEALTH CARE COUNCIL BY: BY: Mayor President ATTEST: Village Clerk Notary Public 15 RESOLUTION NO. A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND HIRE UP MINISTRIES WHEREAS, the Village of Mount Prospect is a recipient of funds under the Community Development Block Grant Program; and WHEREAS, it has been determined by the President and Board of Trustees of the Village of Mount Prospect that Hire Up Ministries provides job training and mentoring to Mount Prospect residents within the corporate limits of Mount Prospect; and WHEREAS, the project proposed by Hire Up Ministries and approved herein, complies with the requirements of the Department of Housing and Urban Development with respect to benefiting low/moderate-income persons. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the President is hereby authorized to sign and the Clerk directed to attest his signature on an agreement for Community Development Block Grant implementation, which Agreement is between the Village of Mount Prospect and Hire Up Ministries, a copy of which Agreement is attached hereto and hereby made a part hereof as Exhibit "A". SECTION TWO: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by the law. AYES: NAYS: PASSED and APPROVED this day of May 2007. Irvana K. Wilks, Mayor ATTEST: M. Lisa Angell, Village Clerk H:\CLKO\files\WJN\RES\CDBG\CDBG search developmental center 2007.doc ~ AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND HIRE UP MINISTRIES FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS AGREEMENT, entered this day of ,2007, by and between the Village of Mount Prospect (herein referred to as the "Grantee") and Hire Up Ministries (herein referred to as the "Sub-Recipient"). WHEREAS, the Grantee has applied for and received Community Development Block Grant (herein referred to as "CDBG") funds from the United States Department of Housing and Urban Development (herein referred to HUD) under Title I of the Housing and Community Development Act of 1974, Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Sub-Recipient to assist the Grantee in utilizing such funds NOW, THEREFORE, it is agreed between the parties hereto that; I. SCOPE OF SERVICE A. Activities The Sub-Recipient will be responsible for administering a CDBG Year (2007) program in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. This program will include the following activities eligible under the CDBG program. The Grantee elects to contract for services with the Sub-Recipient for operation of a program to provide job training and mentoring as outlined in the Scope of Services attached herewith as Exhibit A. B. National Objectives The Sub-Recipient certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives as defined in 24 CRF Part 570.208: 1. Benefit Low/Moderate Income Persons; 2. Aid in the prevention or elimination of slums or blight; or 3. Meet a need having a particular urgency/emergency. C. Levels of Accomplishment In addition to the normal administrative services required as part of this Agreement, the Sub-Recipient agrees to provide the following levels of program services: Average Clients/Month 1.56/MONTH Total Clients/Year 18.8/YEAR The sub-recipient will also report information as it relates to the Outcome Measurement System as described in Federal Register Notice on June 10,2005. Such information includes, but is not limited to: funds leveraged, number of persons with access to new/improved access to a service, and number of beds created in an overnight/emergency shelter. D. Performance Monitoring The Grantee will monitor the performance of the Sub-Recipient against goals and performance standards required herein. Substandard performance as determined by the Grantee will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by the Sub-Recipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME PERFORMANCE Services of the Sub-Recipient shall start on January I, 2007 and end on December 31,2007. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Sub-Recipient remains in control of CDBG funds or other assets, including program income. III. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this contract shall not exceed $3,000. Payments may be contingent upon certification of the Sub-Recipient's financial management system in accordance with the standards specified in OMB Circular A-I 10 Attachment F. A. Payment Procedures 2 The Grantee will pay to the Sub-Recipient funds available under this contract based upon infonnation submitted by the Sub-Recipient and consistent with any approved budget and Grantee policy concerning payments. The Grantee will not process any invoices received until the Sub-Recipient submits a monthly, quarterly or seasonal report (depending on the reporting system the Sub-Recipient has decided to use) for the requested pay period. The Grantee will detennine the appropriate amount to allocate per reporting period depending on the Levels of Accomplishment achieved by the Sub-Recipient. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Sub-Recipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Sub-Recipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Sub-Recipient. B. Indirect Costs If indirect costs are charged, the Sub-Recipient will develop an indirect cost allocation plan for detennining the appropriate Sub-Recipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a fonn specified by the Grantee. C. Program Income The Sub-Recipient shall report all program income as defined at 24 CFR 570.500(a) generated by activities carried out with CDBG funds made available under the contract. The use of program income by the Sub-Recipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Sub- Recipient may use such income during the contract period for activities pennitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to the Guarantee at the end of the contract period. Any interest earned on cash advances from the u.S. Treasury is not program income but needs to be remitted promptly to the Grantee. IV. REPORTING A. Progress Reports The Sub-Recipient shall submit a Quarterly Report to the Grantee in the fonn, content, and frequency as required by the Grantee. All reports will be due 15 days after the close of the reporting period. This report should include the following: 3 1. Each client served during the month using CDBG funds; 2. C1ient's address; and 3. Type of service used by that client. B. Final Report A final report shall accompany the Sub-Recipient's final billing. This report will highlight the accomplishments of the program for the fiscal year, from January 1, 2007 to December 31,2007, summarize the number of Mount Prospect residents served and include the completion of Exhibit B, herein attached. This report shall be due no later than January 15,2008. C. Submission to HUD Subsequent to the execution of this Agreement, the Grantee shall file all necessary documents with HUD and shall comply with all applicable rules and regulations necessary to facilitate acquisition of funds approved for this program by HUD. The Sub-Recipient shall not file any lawsuit against the Grantee or any of its officers or employees as a result of this contract, except that this Section shall not act as a bar to any lawsuits arising from the negligent acts of the Grantee or any of its officers and employees. V. NOTICES & COMMUNICATIONS Notices and communications under this Agreement shall be sent registered or certified mail postage prepaid to the respective parties as follows: Grantee Sub-Recipient Mr. William J. Cooney, Jr. Director of Community Development Village of Mount Prospect 50 S. Emerson Mount Prospect, IL 60056 (847) 818-5328 Fax: (847) 818-5329 Mr. Rod McKenzie Director 302 E. Euclid Ave Prospect Heights, IL 60070 (847) 506-1932 Fax: (847) 506-1999 VI. GENERAL CONDITIONS 4 A. General Compliance The Sub-Recipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the HUD regulations concerning CDBG). The Sub- Recipient further agrees to utilize funds available under this Agreement to supplement rater than supplant funds otherwise available. The Sub-Recipient shall, at all times, observe and comply with all laws, ordinances or regulations of the Federal, State, County and local government which may in any manner affect the performance of this Agreement, and the Sub-Recipient shall be required to perform all acts under this agreement in the same manner as the Grantee, as a contractor of the Federal Government, is or would be required to perform such acts. Suspension or termination shall occur if the Sub-Recipient materially fails to comply with any term of the award in accordance with 24 CFR 85.44. B. "Independent Contractor" Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parities. The Sub-Recipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance as the Sub-Recipient is an independent Sub-Recipient. C. Hold Harmless The Sub-Recipient shall hold harmless, save and indemnify the Grantee and each and everyone of its officers, agents, employees, servants, attorneys, insurers and successors from any and all claims, demands, causes of actions, expenses, injuries, losses or damages of whatever kind, character of description the Grantee may suffer as a result of any cause, matter, act, or omission arising out of the Sub-Recipient's performance or non-performance, or those acting under it to conform to the statues, ordinances or other regulations or requirements of any governmental authority, in connection with e the Sub-Recipient's performance under this Agreement. The Sub- Recipient agrees to defend any claims brought or actions filed against the Grantee with respect to the subject of the indemnity contained herein, whether such claims or actions are rightfully or wrongfully brought or files. In case of such a claim brought or such an action files, the Grantee agrees that the Sub-Recipient may employ attorneys of its own selection to appear and defend the claim or action on behalf of the Grantee, subject to reasonable approval by the Grantee, at the expense of the Sub- Recipient. The Sub-Recipient, at its option, shall have the sole authority for the direction of the defense. 5 D. Amendments The Grantee or Sub-Recipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Sub-Recipient from its obligations under this Agreement The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Sub-Recipient. E. Suspension or Termination Either party may terminate this contract at any time by giving written notice to the other party of such termination and specifying the effective date thereof at least 30 days before the effective date of such termination. Partial terminations of the Scope of Service in Section I, A above may only be undertaken with the prior approval of the Grantee. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by the Sub-Recipient under this Agreement shall, at the option of the Grantee, become the property of the Grantee, and the Sub-Recipient shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Sub-Recipient materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein; and the Grantee may declare the Sub-Recipient ineligible for any further participation in the Grantee's contracts, in addition to other remedies as provided by the law. In the event there is probable cause to believe the Sub-Recipient is in non-compliance with any applicable rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until such time as the Sub-Recipient is found to be in compliance by the Grantee, or is otherwise adjudicated to be in compliance. 6 VII. ADMINISTRA TIVE REQUIREMENTS A. Financial Management I. Accounting Standards The Sub-Recipient agrees to comply with Attachment F of OMB Circular A- I 10 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles The Sub-Recipient shall administer its program in conformance with OMB Circulars A- 122, "Cost Principles for Non-Profit Organizations or A-2 I "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. OMB Circular A-I22 is included as Exhibit D. B. Documentation and Record-Keeping I . Records to be Maintained The Sub-Recipient shall maintain all records required by the Federal regulations specified in 24 CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall not include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-I 10; and g. Other records necessary to document compliance with Subpart K of24 CFR 570. Said records shall include verification of household income and information on race/national origin and ethnicity. Eligible households for this program must 7 have income below those noted in Exhibit C. The Sub-Recipient may establish program income criteria below that noted in Exhibit C. 2. Income Eligibility The Sub-Recipient shall utilize annual income in determining and documenting income for participating clients. Annual income is the gross amount of income anticipated by all adults in a family during the 12 months following the effective date of determination. To calculate annual income, the Sub-Recipient may choose one (1) of three (3) definitions of income listed below: 1. Annual income as defined under the Section 8 Housing Assistance Payments Program; 2. Adjusted gross income as defined for purposes of reporting under IRS Form 1040 (long form) for Federal individual income tax purposes; or 3. Annual income as defined for reporting under the Census long form for the most rent available decennial Census. Any use of another income format is considered ineligible for HUD and CDBG funding. Please note that grantees must ensure that applicants to their programs and activities are treated equitably. For this reason, the same income definition must be used throughout the activity for each applicant. Additionally, the Sub-Recipient shall maintain copies of any documents used to determine client's income. 3. Retention The Sub-Recipient shall retain all records pertinent to expenditures incurred under this contract for a period of five (5) years after the termination of all activities funded under this Agreement. Records for non-expendable property acquired with funds under this contract shall be retained for five (5) years after final disposition of such property. Notwithstanding the above, if there are claims, litigation, audits, negotiations or other actions that involve any of the records cited that have started before the expiration of the three-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the three-year period, whichever occurs later. 4. Client Data The Sub-Recipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description 8 of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 5. Disclosure The Sub-Recipient understands that client information collected under this contract is private. The use or disclosure of such information, when not directly connected with the administration of the Grantee's or Sub-Recipient's responsibilities with respect to services provided under this contract, is prohibited, unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 6. Property Records The Sub-Recipient shall maintain a real property inventory, which identifies properties purchased, improved or sold using CDBG funds. Properties retained shall continue to meet eligibility criteria and shall conform with the "changes in use" restrictions specified in 24 CFR Parts 570.503(b )(8), as applicable. 7. Close-Outs The Sub-Recipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. 8. Audits & Inspections All Sub-Recipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, their designees or the Federal Government, at any time during normal business hours, as often as the Grantee or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Sub-Recipient with 30 days after receipt by the Sub-Recipient. Failure of the Sub-Recipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Sub- Recipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning Sub-Recipient audits and, as applicable OMB Circular A-B3. 9. A vailability of Law. Regulations and Orders 9 The Grantee shall, upon the request of the Sub-Recipient, provide copies of all laws, regulations and orders, including those cited in this contract which regulate operation of the CDBG-funded programs, or which might otherwise affect the performance of this Agreement. This Agreement include program income requirements (See Section V, C, 1: Program Income.) set forth in section 24 CFR 570.504 (c) but is not applicable to the Sub-Recipient and uniform administrative requirements described in section 24 CFR 570.502. C. Procurement 1. Compliance The Sub-Recipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non- expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this contract. 2. OMB Standards The Sub-Recipient shall procure all materials, property, or services in accordance with the requirements of Attachment 0 of OMB Circular A-II 0, Procurement Standards, and shall subsequently follow Attachment N, Property Management Standards as modified by 24 CFR 570.502(b)(6), covering utilization and disposal of property. 3. Travel The Sub-Recipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this contract. VIII. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights 1. Compliance The Sub-Recipient agrees to comply with the Illinois Human Rights Act (Act 7751LCS 5-1-101 et seq.) and with Title VIII of the Civil Rights Act of 1968 as amended, Section 1 04(b) and Section 109 of Title I of the Housing and 10 Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246 as amended by Executive Orders 11375 and 12086. 2. Nondiscrimination The Sub-Recipient shall not discriminate against any worker, employee, applicant for employment or any member of the public because of race, color, creed, religion ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. Such affirmative action shall include, but not be limited to the following: employment, upgrading demotion or transfer, termination, compensation, and selection for training including apprenticeship. The 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. This policy of non-discrimination and affirmative action shall be applicable with regard to both the Sub-Recipient's internal personnel practices and its actions in the performance of this Agreement. The Sub-Recipient hereby certifies that 1-9 forms are current and employment verification has been completed regarding all employees. The Sub-Recipient agrees and authorizes the Grantee and HUD to conduct compliance reviews or any other procedures to assure compliance with these provisions, subject to applicable laws and regulations concerning privacy and reasonable notice to the Sub- Recipient. B. Conduct 1. Assignments The Sub-Recipient shall not assign the Agreement or any part thereof and the Sub-Recipient shall not transfer or assign any funds or claims due or to be come due hereunder without the prior written approval of the Village Manager. Any transfer or assignment of funds pursuant to this agreement, either in whole or in part, or any interest therein shall be due to the Sub-Recipient shall be deemed of no force or effect and shall not be binding upon the Grantee. 2. Prohibited Activity The Sub-Recipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities: sectarian or religious activities; lobbying, political patronage, and nepotism activities 11 3. Conflict of Interest The Sub-Recipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under the Agreement. The Sub-Recipient further covenants that in the performance of this Agreement no person having such a financial interest shall be employed or retained by the Sub-Recipient hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer or elected official or appointed official of the Grantee, or of any designated public agencies or Sub-Recipients which are receiving funds under the CDBG Entitlement Program. 4. Lobbying The Sub-Recipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, 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 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 this Federal contract, grant, loan or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; c. It will require that the language of paragraph (d) of this certification be included in the award documents for all sub awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all Sub- Recipients shall certify and disclose accordingly; and d. Lobbying Certification - Paragraph d 12 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. 5. Religious Organizations The Sub-Recipient agrees that funds provided under this contract will not be utilized for religious activities to promote religious interests, or for the benefit of a religious organization in accordance with the Federal regulations specified in 24 CR 570.2000). 6. Reversion of Assets Upon expiration of this Agreement, the Sub-recipient shall transfer to the Village any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Sub-recipient's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the sub-recipient in the form of a loan) in excess of $25,000 shall either: a. Be used to meet one of the national objectives in Section 570.208 (formerly Section 570.901) of the CDBG regulations until five years after expiration of the Agreement; or b. If the real property is not used in accordance with paragraph 6a above, the Sub-recipient shall pay to the Village an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the Village. No payment is required after the period of time specified in paragraph 6a of this section. IX. SEVERABILITY If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby, and all other parts of this Agreement shall nevertheless be in full force and effect. 13 IN WITNESS WHEREOF, the Parties have executed this contract: THE VILLAGE OF MOUNT PROSPECT SUBURBAN PRIMARY HEALTH CARE COUNCIL BY: BY: Mayor President ATTEST: Village Clerk Notary Public 15 RESOLUTION NO. A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND JOURNEYS FROM PADS TO HOPE, INC. WHEREAS, the Village of Mount Prospect is a recipient of funds under the Community Development Block Grant Program; and WHEREAS, it has been determined by the President and Board of Trustees of the Village of Mount Prospect that Journeys from PADS to HOPE shall offer referral, counseling, and resource services for the homeless and near homeless population of Mount Prospect. WHEREAS, the project proposed by Journeys From PADS to HOPE, Inc. and approved herein, complies with the requirements of the Department of Housing and Urban Development with respect to benefiting low/moderate-income persons. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the President is hereby authorized to sign and the Clerk directed to attest his signature on an agreement for Community Development Block Grant implementation, which Agreement is between the Village of Mount Prospect and Journeys from PADS to HOPE, Inc., a copy of which Agreement is attached hereto and hereby made a part hereof as Exhibit "A". SECTION TWO: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by the law. AYES: NAYS: PASSED and APPROVED this day of 2007. Irvana K. Wilks, Mayor ATTEST: M. Lisa Angell, Village Clerk H:\CLKO\files\WIN\RES\CDBG\CDBG Journeys from Pads to Hope 2007.doc t- AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND JOURNEYS FROM PADS TO HOPE FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS AGREEMENT, entered this day of , 2007, by and between the Village of Mount Prospect (herein referred to as the "Grantee") and Journeys from PADS to HOPE (herein referred to as the "Sub-Recipient"). WHEREAS, the Grantee has applied for and received Community Development Block Grant (herein referred to as "CDBG") funds from the United States Department of Housing and Urban Development (herein referred to HUD) under Title I of the Housing and Community Development Act of 1974, Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Sub-Recipient to assist the Grantee in utilizing such funds NOW, THEREFORE, it is agreed between the parties hereto that; I. SCOPE OF SERVICE A. Activities The Sub-Recipient will be responsible for administering a CDBG Year (2007) program in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. This program will include the following activities eligible under the CnBG program. The Grantee elects to contract for services with the Sub-Recipient for operation of a program to provide case management services, preventative, services, follow-up, advocacy, transportation, housing and food vouchers, emergency medical referral and vouchers, housing location inspection, job preparation, employment services, and clothing and food pantry resources for the homeless and near homeless population of Mount Prospectas outlined in the Scope of Services attached herewith as Exhibit A. B. National Objectives The Sub-Recipient certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CnBG program's National Objectives as defined in 24 CRF Part 570.208: 1. Benefit Low/Moderate Income Persons; 2. Aid in the prevention or elimination of slums or blight; or 3. Meet a need having a particular urgency/emergency. C. Levels of Accomplishment In addition to the normal administrative services required as part of this Agreement, the Sub-Recipient agrees to provide the following levels of program services: Average Clients/Month .83 / MONTH Total Clients/Year 10/ YEAR The sub-recipient will also report information as it relates to the Outcome Measurement System as described in Federal Register Notice on June 10, 2005. Such information includes, but is not limited to: funds leveraged, number of persons with access to new/improved access to a service, and number of beds created in an overnight/emergency shelter. D. Performance Monitoring The Grantee will monitor the performance of the Sub-Recipient against goals and performance standards required herein. Substandard performance as determined by the Grantee will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by the Sub-Recipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME PERFORMANCE Services of the Sub-Recipient shall start on January 1, 2007 and end on December 31,2007. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Sub-Recipient remains in control of CDBG funds or other assets, including program income. III. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this contract shall not exceed $3,000. Payments may be contingent upon certification of the Sub-Recipient's financial management system in accordance with the standards specified in OMB Circular A-II 0 Attachment F. 2 A. Payment Procedures The Grantee will pay to the Sub-Recipient funds available under this contract based upon information submitted by the Sub-Recipient and consistent with any approved budget and Grantee policy concerning payments. The Grantee will not process any invoices received until the Sub-Recipient submits a monthly, quarterly or seasonal report (depending on the reporting system the Sub-Recipient has decided to use) for the requested pay period. The Grantee will determine the appropriate amount to allocate per reporting period depending on the Levels of Accomplishment achieved by the Sub-Recipient. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Sub-Recipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Sub-Recipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Sub-Recipient. B. Indirect Costs If indirect costs are charged, the Sub-Recipient will develop an indirect cost allocation plan for determining the appropriate Sub-Recipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee. C. Program Income The Sub-Recipient shall report all program income as defined at 24 CFR 570.500(a) generated by activities carried out with CDBG funds made available under the contract. The use of program income by the Sub-Recipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Sub- Recipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to the Guarantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury is not program income but needs to be remitted promptly to the Grantee. IV. REPORTING A. Progress Reports 3 The Sub-Recipient shall submit a Quarterly Report to the Grantee in the form, content, and frequency as required by the Grantee. All reports will be due 15 days after the close of the reporting period. This report should include the following: 1. Each client served during the month using CDBG funds; 2. Client's address; and 3. Type of service used by that client. B. Final Report A final report shall accompany the Sub-Recipient's final billing. This report will highlight the accomplishments of the program for the fiscal year, from January 1,2007 to December 31, 2007, summarize the number of Mount Prospect residents served and include the completion of Exhibit B, herein attached. This report shall be due no later than January 15,2008. C. Submission to HUD Subsequent to the execution of this Agreement, the Grantee shall file all necessary documents with HUD and shall comply with all applicable rules and regulations necessary to facilitate acquisition of funds approved for this program by HUD. The Sub-Recipient shall not file any lawsuit against the Grantee or any of its officers or employees as a result of this contract, except that this Section shall not act as a bar to any lawsuits arising from the negligent acts of the Grantee or any of its officers and employees. V. NOTICES & COMMUNICATIONS Notices and communications under this Agreement shall be sent registered or certified mail postage prepaid to the respective parties as follows: Grantee Sub-Recipient Mr. William J. Cooney, Jr. Director of Community Development Village of Mount Prospect 50 S. Emerson Street Mount Prospect, IL 60056 (847) 818-5328 Fax: (847) 818-5329 Ms. Sandy Williams Director of Development Journeys from PADS to HOPE 1140 E. Northwest Highway Palatine, IL 60067 (847) 963-9163 Fax: (847) 963-9120 4 VI. GENERAL CONDITIONS A. General Compliance The Sub-Recipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the HUD regulations concerning CDBG). The Sub- Recipient further agrees to utilize funds available under this Agreement to supplement rater than supplant funds otherwise available. The Sub-Recipient shall, at all times, observe and comply with all laws, ordinances or regulations of the Federal, State, County and local government which may in any manner affect the performance of this Agreement, and the Sub-Recipient shall be required to perform all acts under this agreement in the same manner as the Grantee, as a contractor of the Federal Government, is or would be required to perform such acts. Suspension or termination shall occur if the Sub-Recipient materially fails to comply with any term of the award in accordance with 24 CFR 85.44. B. "Independent Contractor" Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parities. The Sub-Recipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance as the Sub-Recipient is an independent Sub-Recipient. C. Hold Harmless The Sub-Recipient shall hold harmless, save and indemnify the Grantee and each and everyone of its officers, agents, employees, servants, attorneys, insurers and successors from any and all claims, demands, causes of actions, expenses, injuries, losses or damages of whatever kind, character of description the Grantee may suffer as a result of any cause, matter, act, or omission arising out of the Sub-Recipient's performance or non-performance, or those acting under it to conform to the statues, ordinances or other regulations or requirements of any governmental authority, in connection with e the Sub-Recipient's performance under this Agreement. The Sub- Recipient agrees to defend any claims brought or actions filed against the Grantee with respect to the subject of the indemnity contained herein, whether such claims or actions are rightfully or wrongfully brought or files. In case of such a claim brought or such an action files, the Grantee agrees that the Sub-Recipient may employ 5 attorneys of its own selection to appear and defend the claim or action on behalf of the Grantee, subject to reasonable approval by the Grantee, at the expense of the Sub- Recipient. The Sub-Recipient, at its option, shall have the sole authority for the direction of the defense. D. Amendments The Grantee or Sub-Recipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Sub-Recipient from its obligations under this Agreement The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Sub-Recipient. E. Suspension or Termination Either party may terminate this contract at any time by giving written notice to the other party of such termination and specifying the effective date thereof at least 30 days before the effective date of such termination. Partial terminations of the Scope of Service in Section I, A above may only be undertaken with the prior approval of the Grantee. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by the Sub-Recipient under this Agreement shall, at the option of the Grantee, become the property of the Grantee, and the Sub-Recipient shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Sub-Recipient materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein; and the Grantee may declare the Sub-Recipient ineligible for any further participation in the Grantee's contracts, in addition to other remedies as provided by the law. In the event there is probable cause to believe the Sub-Recipient is in non-compliance with any applicable rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until such time as the Sub-Recipient is found to be in compliance by the Grantee, or is otherwise adjudicated to be in compliance. 6 VII. ADMINISTRA TIVE REQUIREMENTS A. Financial Management 1. Accounting Standards The Sub-Recipient agrees to comply with Attachment F of OMB Circular A- 110 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles The Sub-Recipient shall administer its program in conformance with OMB Circulars A-I22, "Cost Principles for Non-Profit Organizations or A-21 "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. OMB Circular A-I22 is included as Exhibit D. B. Documentation and Record-Keeping 1. Records to be Maintained The Sub-Recipient shall maintain all records required by the Federal regulations specified in 24 CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall not include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-IIO; and g. Other records necessary to document compliance with Subpart K of 24 CFR 570. 7 Said records shall include verification of household income and information on race/national origin and ethnicity. Eligible households for this program must have income below those noted in Exhibit C. The Sub-Recipient may establish program income criteria below that noted in Exhibit C. 2. Income Eligibility The Sub-Recipient shall utilize annual income in determining and documenting income for participating clients. Annual income is the gross amount of income anticipated by all adults in a family during the 12 months following the effective date of determination. To calculate annual income, the Sub-Recipient may choose one (1) of three (3) definitions of income listed below: 1. Annual income as defined under the Section 8 Housing Assistance Payments Program; 2. Adjusted gross income as defined for purposes of reporting under IRS Form 1040 (long form) for Federal individual income tax purposes; or 3. Annual income as defined for reporting under the Census long form for the most rent available decennial Census. Any use of another income format is considered ineligible for HUD and CDBG funding. Please note that grantees must ensure that applicants to their programs and activities are treated equitably. For this reason, the same income definition must be used throughout the activity for each applicant. Additionally, the Sub-Recipient shall maintain copies of any documents used to determine client's income. 3. Retention The Sub-Recipient shall retain all records pertinent to expenditures incurred under this contract for a period of five (5) years after the termination of all activities funded under this Agreement. Records for non-expendable property acquired with funds under this contract shall be retained for five (5) years after final disposition of such property. Notwithstanding the above, if there are claims, litigation, audits, negotiations or other actions that involve any of the records cited that have started before the expiration of the three-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the three-year period, whichever occurs later. 4. Client Data 8 The Sub-Recipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 5. Disclosure The Sub-Recipient understands that client information collected under this contract is private. The use or disclosure of such information, when not directly connected with the administration of the Grantee's or Sub-Recipient's responsibilities with respect to services provided under this contract, is prohibited, unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 6. Property Records The Sub-Recipient shall maintain a real property inventory, which identifies properties purchased, improved or sold using CDBG funds. Properties retained shall continue to meet eligibility criteria and shall conform with the "changes in use" restrictions specified in 24 CFR Parts 570.503(b )(8), as applicable. 7. Close-Outs The Sub-Recipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. 8. Audits & Inspections All Sub-Recipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, their designees or the Federal Government, at any time during normal business hours, as often as the Grantee or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Sub-Recipient with 30 days after receipt by the Sub-Recipient. Failure of the Sub-Recipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Sub- Recipient hereby agrees to have an annual agency audit conducted in 9 accordance with current Grantee policy concerning Sub-Recipient audits and, as applicable OMB Circular A-B3. 9. Availability of Law. Regulations and Orders The Grantee shall, upon the request of the Sub-Recipient, provide copies of all laws, regulations and orders, including those cited in this contract which regulate operation of the CDBG-funded programs, or which might otherwise affect the performance of this Agreement. This Agreement include program income requirements (See Section V, C, I: Program Income.) set forth in section 24 CFR 570.504 (c) but is not applicable to the Sub-Recipient and uniform administrative requirements described in section 24 CFR 570.502. C. Procurement 1. Compliance The Sub-Recipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non- expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this contract. 2. OMB Standards The Sub-Recipient shall procure all materials, property, or services in accordance with the requirements of Attachment 0 of OMB Circular A-IlO, Procurement Standards, and shall subsequently follow Attachment N, Property Management Standards as modified by 24 CFR 570.502(b)(6), covering utilization and disposal of property. 3. Travel The Sub-Recipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this contract. VIII. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights 1. Compliance 10 The Sub-Recipient agrees to comply with the Illinois Human Rights Act (Act 7751LCS 5-1-101 et seq.) and with Title VIII of the Civil Rights Act of 1968 as amended, Section I 04(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246 as amended by Executive Orders 11375 and 12086. 2. Nondiscrimination The Sub-Recipient shall not discriminate against any worker, employee, applicant for employment or any member of the public because of race, color, creed, religion ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. Such affirmative action shall include, but not be limited to the following: employment, upgrading demotion or transfer, termination, compensation, and selection for training including apprenticeship. The 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. This policy of non-discrimination and affirmative action shall be applicable with regard to both the Sub-Recipient's internal personnel practices and its actions in the performance of this Agreement. The Sub-Recipient hereby certifies that 1-9 forms are current and employment verification has been completed regarding all employees. The Sub-Recipient agrees and authorizes the Grantee and HUD to conduct compliance reviews or any other procedures to assure compliance with these provisions, subject to applicable laws and regulations concerning privacy and reasonable notice to the Sub- Recipient. B. Conduct 1. Assignments The Sub-Recipient shall not assign the Agreement or.any part thereof and the Sub-Recipient shall not transfer or assign any funds or claims due or to be come due hereunder without the prior written approval of the Village Manager. Any transfer or assignment of funds pursuant to this agreement, either in whole or in part, or any interest therein shall be due to the Sub-Recipient shall be deemed of no force or effect and shall not be binding upon the Grantee. 2. Prohibited Activity 11 The Sub-Recipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities: sectarian or religious activities; lobbying, political patronage, and nepotism activities 3. Conflict of Interest The Sub-Recipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under the Agreement. The Sub-Recipient further covenants that in the performance of this Agreement no person having such a financial interest shall be employed or retained by the Sub-Recipient hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer or elected official or appointed official of the Grantee, or of any designated public agencies or Sub-Recipients which are receiving funds under the CDBG Entitlement Program. 4. Lobbying The Sub-Recipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, 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 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 this Federal contract, grant, loan or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under 12 grants, loans and cooperative agreements) and that all Sub- Recipients shall certify and disclose accordingly; and d. Lobbying Certification - Paragraph d 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. 5. Religious Organizations The Sub-Recipient agrees that funds provided under this contract will not be utilized for religious activities to promote religious interests, or for the benefit of a religious organization in accordance with the Federal regulations specified in 24 CR 570.2000). 6. Reversion of Assets Upon expiration of this Agreement, the Sub-recipient shall transfer to the Village any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Sub-recipient's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the sub-recipient in the form ofa loan) in excess of $25,000 shall either: a. Be used to meet one of the national objectives in Section 570.208 (formerly Section 570.901) of the CDBG regulations until five years after expiration of the Agreement; or b. If the real property is not used in accordance with paragraph 6a above, the Sub-recipient shall pay to the Village an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the Village. No payment is required after the period of time specified in paragraph 6a of this section. IX. SEVERABILITY 13 If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby, and all other parts of this Agreement shall nevertheless be in full force and effect. 14 IN WITNESS WHEREOF, the Parties have executed this contract: THE VILLAGE OF MOUNT PROSPECT SUBURBAN PRIMARY HEALTH CARE COUNCIL BY: BY: Mayor President ATTEST: Village Clerk Notary Public 15 RESOLUTION NO. A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND RESOURCES FOR COMMUNITY LIVING WHEREAS, the Village of Mount Prospect is a recipient of funds under the Community Development Block Grant Program; and WHEREAS, it has been determined by the President and Board of Trustees of the Village of Mount Prospect that the Resource Center for Community Living shall provide a program that includes "Community Living," and "Shared Housing for Special Populations" for the residents of the Village of Mount Prospect in the corporate boundaries of the Village of Mount Prospect; and WHEREAS, the program proposed by the Resource Center for Community Living and approved herein, complies with the requirements of the Department of Housing and Urban Development with respect to benefiting low/moderate-income persons. NOW, THEREF<9RE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the President is hereby authorized to sign and the Clerk directed to attest his signature on an agreement for Community Development Block Grant implementation, which Agreement is between the Village of Mount Prospect and the Resource Center for Community Living, a copy of which Agreement is attached hereto and hereby made a part hereof as Exhibit "A". SECTION TWO: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by the law. AYES: NAYS: PASSED and APPROVED this day of May 2007. Irvana K. Wilks, Mayor ATTEST: M. Lisa Angell, Village Clerk H:\CLKO\files\WIN\RES\CDBG\CDBG resourse for community living 2007.doc l'f\ AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND RESOURCES FOR COMMUNITY LIVING FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS AGREEMENT, entered this day of , 2007, by and between the Village of Mount Prospect (herein referred to as the "Grantee") and Resources for Community Living (herein referred to as the "Sub-Recipient"). WHEREAS, the Grantee has applied for and received Community Development Block Grant (herein referred to as "CDBG") funds from the United States Department of Housing and Urban Development (herein referred to HUD) under Title I of the Housing and Community Development Act of 1974, Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Sub-Recipient to assist the Grantee in utilizing such funds NOW, THEREFORE, it is agreed between the parties hereto that; 1. SCOPE OF SERVICE A. Activities The Sub-Recipient will be responsible for administering a CDBG Year (2007) program in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. This program will include the following activities eligible under the CDBG program. The Grantee elects to contract for services with the Sub-Recipient for operation of a program to provide housing options and support services to people with developmental and/or physical disabilities as outlined in the Scope of Services attached herewith as Exhibit A. B. National Objectives The Sub-Recipient certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives as defined in 24 CRF Part 570.208: 1. Benefit Low/Moderate Income Persons; 2. Aid in the prevention or elimination of slums or blight; or 3. Meet a need having a particular urgency/emergency. C. Levels of Accomplishment In addition to the normal administrative services required as part of this Agreement, the Sub-Recipient agrees to provide the following levels of program services: Average Clients/Month .44/MONTH Total Clients/Year 5.3/YEAR The sub-recipient will also report information as it relates to the Outcome Measurement System as described in Federal Register Notice on June 10, 2005. Such information includes, but is not limited to: funds leveraged, number of persons with access to new/improved access to a service, and number of beds created in an overnight/emergency shelter. D. Performance Monitoring The Grantee will monitor the performance of the Sub-Recipient against goals and performance standards required herein. Substandard performance as determined by the Grantee will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by the Sub-Recipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME PERFORMANCE Services of the Sub-Recipient shall start on January 1, 2007 and end on December 31,2007. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Sub-Recipient remains in control of CDBG funds or other assets, including program income. III. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this contract shall not exceed $2,500. Payments may be contingent upon certification of the Sub-Recipient's financial management system in accordance with the standards specified in OMB Circular A-II 0 Attachment F. 2 A. Payment Procedures The Grantee will pay to the Sub-Recipient funds available under this contract based upon information submitted by the Sub-Recipient and consistent with any approved budget and Grantee policy concerning payments. The Grantee will not process any invoices received until the Sub-Recipient submits a monthly, quarterly or seasonal report (depending on the reporting system the Sub-Recipient has decided to use) for the requested pay period. The Grantee will determine the appropriate amount to allocate per reporting period depending on the Levels of Accomplishment achieved by the Sub-Recipient. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Sub-Recipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Sub-Recipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Sub-Recipient. B. Indirect Costs If indirect costs are charged, the Sub-Recipient will develop an indirect cost allocation plan for determining the appropriate Sub-Recipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee. C. Program Income The Sub-Recipient shall report all program income as defined at 24 CFR 570.500(a) generated by activities carried out with CDBG funds made available under the contract. The use of program income by the Sub-Recipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Sub- Recipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to the Guarantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury is not program income but needs to be remitted promptly to the Grantee. IV. REPORTING A. Progress Reports 3 The Sub-Recipient shall submit a Quarterly Report to the Grantee in the form, content, and frequency as required by the Grantee. All reports will be due 15 days after the close of the reporting period. This report should include the following: 1. Each client served during the month using CnBG funds; 2. Client's address; and 3. Type of service used by that client. B. Final Report A final report shall accompany the Sub-Recipient's final billing. This report will highlight the accomplishments of the program for the fiscal year, from January 1,2007 to December 31,2007, summarize the number of Mount Prospect residents served and include the completion of Exhibit B, herein attached. This report shall be due no later than January 15, 2008. C. Submission to HUD Subsequent to the execution of this Agreement, the Grantee shall file all necessary documents with HUD and shall comply with all applicable rules and regulations necessary to facilitate acquisition of funds approved for this program by HUD. The Sub-Recipient shall not file any lawsuit against the Grantee or any of its officers or employees as a result of this contract, except that this Section shall not act as a bar to any lawsuits arising from the negligent acts of the Grantee or any of its officers and employees. V. NOTICES & COMMUNICATIONS Notices and communications under this Agreement shall be sent registered or certified mail postage prepaid to the respective parties as follows: Grantee Sub-Recipient Mr. William J. Cooney, Jr. Director of Community Development Village of Mount Prospect 50 S. Emerson Street Mount Prospect, IL 60056 (847) 818-5328 Fax: (847) 818-5329 Dr. Robert Walsh Executive Director Resources for Community Living 4300 Lincoln Avenue, Suite K Rolling Meadows, IL 60008 (847) 701-1554 Fax: (847) 701-1560 4 VI. GENERAL CONDITIONS A. General Compliance The Sub-Recipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the HUD regulations concerning CDBG). The Sub- Recipient further agrees to utilize funds available under this Agreement to supplement rater than supplant funds otherwise available. The Sub-Recipient shall, at all times, observe and comply with all laws, ordinances or regulations of the Federal, State, County and local government which may in any manner affect the performance of this Agreement, and the Sub-Recipient shall be required to perform all acts under this agreement in the same manner as the Grantee, as a contractor of the Federal Government, is or would be required to perform such acts. Suspension or termination shall occur if the Sub-Recipient materially fails to comply with any term of the award in accordance with 24 CFR 85.44. B. "Independent Contractor" Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parities. The Sub-Recipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance as the Sub-Recipient is an independent Sub-Recipient. C. Hold Harmless The Sub-Recipient shall hold harmless, save and indemnify the Grantee and each and everyone of its officers, agents, employees, servants, attorneys, insurers and successors from any and all claims, demands, causes of actions, expenses, injuries, losses or damages of whatever kind, character of description the Grantee may suffer as a result of any cause, matter, act, or omission arising out of the Sub-Recipient's performance or non-performance, or those acting under it to conform to the statues, ordinances or other regulations or requirements of any governmental authority, in connection with e the Sub-Recipient's performance under this Agreement. The Sub- Recipient agrees to defend any claims brought or actions filed against the Grantee with respect to the subject of the indemnity contained herein, whether such claims or actions are rightfully or wrongfully brought or files. In case of such a claim brought or such an action files, the Grantee agrees that the Sub-Recipient may employ 5 attorneys of its own selection to appear and defend the claim or action on behalf of the Grantee, subject to reasonable approval by the Grantee, at the expense of the Sub- Recipient. The Sub-Recipient, at its option, shall have the sole authority for the direction of the defense. D. Amendments The Grantee or Sub-Recipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Sub-Recipient from its obligations under this Agreement The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Sub-Recipient. E. Suspension or Termination Either party may terminate this contract at any time by giving written notice to the other party of such termination and specifying the effective date thereof at least 30 days before the effective date of such termination. Partial terminations of the Scope of Service in Section I, A above may only be undertaken with the prior approval of the Grantee. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by the Sub-Recipient under this Agreement shall, at the option of the Grantee, become the property of the Grantee, and the Sub-Recipient shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Sub-Recipient materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein; and the Grantee may declare the Sub-Recipient ineligible for any further participation in the Grantee's contracts, in addition to other remedies as provided by the law. In the event there is probable cause to believe the Sub-Recipient is in non-compliance with any applicable rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until such time as the Sub-Recipient is found to be in compliance by the Grantee, or is otherwise adjudicated to be in compliance. 6 VII. ADMINISTRA TIVE REQUIREMENTS A. Financial Management 1. Accounting Standards The Sub-Recipient agrees to comply with Attachment F of OMB Circular A- 110 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles The Sub-Recipient shall administer its program in conformance with OMB Circulars A-I22, "Cost Principles for Non-Profit Organizations or A-21 "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. OMB Circular A-I22 is included as Exhibit D. B. Documentation and Record-Keeping 1. Records to be Maintained The Sub-Recipient shall maintain all records required by the Federal regulations specified in 24 CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall not include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-I 10; and g. Other records necessary to document compliance with Subpart K of24 CFR 570. 7 Said records shall include verification of household income and information on race/national origin and ethnicity. Eligible households for this program must have income below those noted in Exhibit C. The Sub-Recipient may establish program income criteria below that noted in Exhibit C. 2. Income Eligibility The Sub-Recipient shall utilize annual income in determining and documenting income for participating clients. Annual income is the gross amount of income anticipated by all adults in a family during the 12 months following the effective date of determination. To calculate annual income, the Sub-Recipient may choose one (1) of three (3) definitions of income listed below: 1. Annual income as defined under the Section 8 Housing Assistance Payments Program; 2. Adjusted gross income as defined for purposes of reporting under IRS Form 1040 (long form) for Federal individual income tax purposes; or 3. Annual income as defined for reporting under the Census long form for the most rent available decennial Census. Any use of another income format is considered ineligible for HUD and CDBG funding. Please note that grantees must ensure that applicants to their programs and activities are treated equitably. For this reason, the same income definition must be used throughout the activity for each applicant. Additionally, the Sub-Recipient shall maintain copies of any documents used to determine client's income. 3. Retention The Sub-Recipient shall retain all records pertinent to expenditures incurred under this contract for a period of five (5) years after the termination of all activities funded under this Agreement. Records for non-expendable property acquired with funds under this contract shall be retained for five (5) years after final disposition of such property. Notwithstanding the above, if there are claims, litigation, audits, negotiations or other actions that involve any of the records cited that have started before the expiration of the three-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the three-year period, whichever occurs later. 4. Client Data 8 The Sub-Recipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 5. Disclosure The Sub-Recipient understands that client information collected under this contract is private. The use or disclosure of such information, when not directly connected with the administration of the Grantee's or Sub-Recipient's responsibilities with respect to services provided under this contract, is prohibited, unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 6. Property Records The Sub-Recipient shall maintain a real property inventory, which identifies properties purchased, improved or sold using CDBG funds. Properties retained shall continue to meet eligibility criteria and shall conform with the "changes in use" restrictions specified in 24 CFR Parts 570.503(b )(8), as applicable. 7. Close-Outs The Sub-Recipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. 8. Audits & Inspections All Sub-Recipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, their designees or the Federal Government, at any time during normal business hours, as often as the Grantee or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Sub-Recipient with 30 days after receipt by the Sub-Recipient. Failure of the Sub-Recipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Sub- Recipient hereby agrees to have an annual agency audit conducted in 9 accordance with current Grantee policy concerning Sub-Recipient audits and, as applicable OMB Circular A- I 33. 9. Availability of Law. Regulations and Orders The Grantee shall, upon the request of the Sub-Recipient, provide copies of all laws, regulations and orders, including those cited in this contract which regulate operation of the CDBG-funded programs, or which might otherwise affect the performance of this Agreement. This Agreement include program income requirements (See Section V, C, I: Program Income.) set forth in section 24 CFR 570.504 (c) but is not applicable to the Sub-Recipient and uniform administrative requirements described in section 24 CFR 570.502. C. Procurement I. Compliance The Sub-Recipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non- expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this contract. 2. OMB Standards The Sub-Recipient shall procure all materials, property, or services in accordance with the requirements of Attachment 0 of OMB Circular A- I 10, Procurement Standards, and shall subsequently follow Attachment N, Property Management Standards as modified by 24 CFR 570.502(b)(6), covering utilization and disposal of property. 3. Travel The Sub-Recipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this contract. VIII. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights I. Compliance 10 The Sub-Recipient agrees to comply with the Illinois Human Rights Act (Act 7751LCS 5-1-101 et seq.) and with Title VIII of the Civil Rights Act of 1968 as amended, Section 1 04(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246 as amended by Executive Orders 11375 and 12086. 2. Nondiscrimination The Sub-Recipient shall not discriminate against any worker, employee, applicant for employment or any member of the public because of race, color, creed, religion ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. Such affirmative action shall include, but not be limited to the following: employment, upgrading demotion or transfer, termination, compensation, and selection for training including apprenticeship. The 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. This policy of non-discrimination and affirmative action shall be applicable with regard to both the Sub-Recipient's internal personnel practices and its actions in the performance of this Agreement. The Sub-Recipient hereby certifies that 1-9 forms are current and employment verification has been completed regarding all employees. The Sub-Recipient agrees and authorizes the Grantee and HUD to conduct compliance reviews or any other procedures to assure compliance with these provisions, subject to applicable laws and regulations concerning privacy and reasonable notice to the Sub- Recipient. B. Conduct 1. Assignments The Sub-Recipient shall not assign the Agreement or any part thereof and the Sub-Recipient shall not transfer or assign any funds or claims due or to be come due hereunder without the prior written approval of the Village Manager. Any transfer or assignment of funds pursuant to this agreement, either in whole or in part, or any interest therein shall be due to the Sub-Recipient shall be deemed of no force or effect and shall not be binding upon the Grantee. 2. Prohibited Activity 11 The Sub-Recipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities: sectarian or religious activities; lobbying, political patronage, and nepotism activities 3. Conflict of Interest The Sub-Recipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under the Agreement. The Sub-Recipient further covenants that in the performance of this Agreement no person having such a financial interest shall be employed or retained by the Sub-Recipient hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer or elected official or appointed official of the Grantee, or of any designated public agencies or Sub-Recipients which are receiving funds under the CDBG Entitlement Program. 4. Lobbying The Sub-Recipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, 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 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 this Federal contract, grant, loan or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under 12 grants, loans and cooperative agreements) and that all Sub- Recipients shall certify and disclose accordingly; and d. Lobbying Certification - Paragraph d 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. 5. Religious Organizations The Sub-Recipient agrees that funds provided under this contract will not be utilized for religious activities to promote religious interests, or for the benefit of a religious organization in accordance with the Federal regulations specified in 24 CR 570.2000). 6. Reversion of Assets Upon expiration of this Agreement, the Sub-recipient shall transfer to the Village any CDBG funds. on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Sub-recipient's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the sub-recipient in the form ofa loan) in excess of $25,000 shall either: a. Be used to meet one of the national objectives in Section 570.208 (formerly Section 570.901) of the CDBG regulations until five years after expiration of the Agreement; or b. If the real property is not used in accordance with paragraph 6a above, the Sub-recipient shall pay to the Village an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the Village. No payment is required after the period of time specified in paragraph 6a of this section. IX. SEVERABILITY 13 If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby, and all other parts of this Agreement shall nevertheless be in full force and effect. 14 IN WITNESS WHEREOF, the Parties have executed this contract: THE VILLAGE OF MOUNT PROSPECT SUBURBAN PRIMARY HEALTH CARE COUNCIL BY: BY: Mayor President ATTEST: Village Clerk Notary Public 15 RESOLUTION NO. A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND SEARCH DEVELOPMENTAL CENTER WHEREAS, the Village of Mount Prospect is a recipient of funds under the Community Development Block Grant Program; and WHEREAS, it has been determined by the President and Board of Trustees of the Village of Mount Prospect that Search Developmental Center provides group homes for adults with disabilities to Mount Prospect residents within the corporate limits of Mount Prospect; and WHEREAS, the project proposed by the Search Developmental Center and approved herein, complies with the requirements of the Department of Housing and Urban Development with respect to benefiting low/moderate-income persons. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the President is hereby authorized to sign and the Clerk directed to attest his signature on an agreement for Community Development Block Grant implementation, which Agreement is between the Village of Mount Prospect and Search Developmental Center, to rehabilitate a group home located in Mount Prospect. A copy of which Agreement is attached hereto and hereby made a part hereof as Exhibit "A". SECTION TWO: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by the law. AYES: NAYS: PASSED and APPROVED this day of May 2007. Irvana K. Wilks, Mayor ATTEST: M. Lisa Angell, Village Clerk H:\CLKO\fiIes\WTN\RES\CDBG\CDBG search developmental center 2007.doc ~ AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND SEARCH DEVELOPMENTAL CENTER FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS AGREEMENT, entered this day of , 2007, by and between the Village of Mount Prospect (herein referred to as the "Grantee") and Search Developmental Center (herein referred to as the "Sub-Recipient"). WHEREAS, the Grantee has applied for and received Community Development Block Grant (herein referred to as "CDBG") funds from the United States Department of Housing and Urban Development (herein referred to HUD) under Title I of the Housing and Community Development Act of 1974, Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Sub-Recipient to assist the Grantee in utilizing such funds NOW, THEREFORE, it is agreed between the parties hereto that; l. SCOPE OF SERVICE A. Activities The Sub-Recipient will be responsible for administering a CDBG Year (2007) program in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. This program will include the following activities eligible under the CDBG program. The Grantee elects to contract for services with the Sub-Recipient for the rehabilitation of group home located at 1007 Sycamore. Search Developmental Center's mission statement is outlined in the Scope of Services attached herewith as Exhibit A. B. National Objectives The Sub-Recipient certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives as defined in 24 CRF Part 570.208: 1. Benefit Low/Moderate Income Persons; 2. Aid in the prevention or elimination of slums or blight; or 3. Meet a need having a particular urgency/emergency. C. Performance Monitoring The Grantee will monitor the performance of the Sub-Recipient against goals and performance standards required herein. Substandard performance as determined by the Grantee will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by the Sub-Recipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME PERFORMANCE Services of the Sub-Recipient shall start on January 1, 2007 and end on December 31,2007. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Sub-Recipient remains in control of CDBG funds or other assets, including program income. III. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this contract shall not exceed $15,000. Payments may be contingent upon certification of the Sub-Recipient's financial management system in accordance with the standards specified in OMB Circular A-lID Attachment F. A. Payment Procedures The Grantee will pay to the Sub-Recipient funds available under this contract based upon information submitted by the Sub-Recipient and consistent with any approved budget and Grantee policy concerning payments. The Grantee will not process any invoices received until the Sub-Recipient submits a monthly, quarterly or seasonal report (depending on the reporting system the Sub-Recipient has decided to use) for the requested pay period. The Grantee will determine the appropriate amount to allocate per reporting period depending on the Levels of Accomplishment achieved by the Sub-Recipient. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Sub-Recipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Sub-Recipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf ofthe Sub-Recipient. 2 B. Indirect Costs If indirect costs are charged, the Sub-Recipient will develop an indirect cost allocation plan for detennining the appropriate Sub-Recipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a fonn specified by the Grantee. C. Program Income The Sub-Recipient shall report all program income as defined at 24 CFR 570.500(a) generated by activities carried out with CDBG funds made available under the contract. The use of program income by the Sub-Recipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Sub- Recipient may use such income during the contract period for activities pennitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to the Guarantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury is not program income but needs to be remitted promptly to the Grantee. IV. REPORTING A. Final Report A final report shall accompany the Sub-Recipient's final billing. This report will highlight the accomplishments of the program for the fiscal year, from January 1,2007 to December 31,2007, summarize the number of Mount Prospect residents served and include the completion of Exhibit B, herein attached. This report shall be due no later than January 15,2008. B. Submission to HUD Subsequent to the execution of this Agreement, the Grantee shall file all necessary documents with HUD and shall comply with all applicable rules and regulations necessary to facilitate acquisition of funds approved for this program by HUD. The Sub-Recipient shall not file any lawsuit against the Grantee or any of its officers or employees as a result of this contract, except that this Section shall not act as a bar to any lawsuits arising from the negligent acts of the Grantee or any of its officers and employees. 3 V. NOTICES & COMMUNICATIONS Notices and communications under this Agreement shall be sent registered or certified mail postage prepaid to the respective parties as follows: Grantee Sub- Recipient Mr. William J. Cooney, Jr. Director of Community Development Village of Mount Prospect 100 S. Emerson Street Mount Prospect, IL 60056 (847) 818-5328 Fax: (847) 818-5329 Ms. Donna Catalano Chief Operating Officer Search Developmental Center 1925 N. Clyboum, Suite 200 Chicago, IL 60614 (773) 305-5000 Fax: (773) 305-0739 VI. GENERAL CONDITIONS A. General Compliance The Sub-Recipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the HUD regulations concerning CDBG). The Sub- Recipient further agrees to utilize funds available under this Agreement to supplement rater than supplant funds otherwise available. The Sub-Recipient shall, at all times, observe and comply with all laws, ordinances or regulations of the Federal, State, County and local government which may in any manner affect the performance of this Agreement, and the Sub-Recipient shall be required to perform all acts under this agreement in the same manner as the Grantee, as a contractor of the Federal Government, is or would be required to perform such acts. Suspension or termination shall occur if the Sub-Recipient materially fails to comply with any term of the award in accordance with 24 CFR 85.44. B. "Independent Contractor" Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parities. The Sub-Recipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life 4 and/or medical insurance and Workers' Compensation Insurance as the Sub-Recipient is an independent Sub-Recipient. C. Hold Harmless The Sub-Recipient shall hold harmless, save and indemnify the Grantee and each and everyone of its officers, agents, employees, servants, attorneys, insurers and successors from any and all claims, demands, causes of actions, expenses, injuries, losses or damages of whatever kind, character of description the Grantee may suffer as a result of any cause, matter, act, or omission arising out of the Sub-Recipient's performance or non-performance, or those acting under it to conform to the statues, ordinances or other regulations or requirements of any governmental authority, in connection with e the Sub-Recipient's performance under this Agreement. The Sub- Recipient agrees to defend any claims brought or actions filed against the Grantee with respect to the subject of the indemnity contained herein, whether such claims or actions are rightfully or wrongfully brought or files. In case of such a claim brought or such an action files, the Grantee agrees that the Sub-Recipient may employ attorneys of its own selection to appear and defend the claim or action on behalf of the Grantee, subject to reasonable approval by the Grantee, at the expense of the Sub- Recipient. The Sub-Recipient, at its option, shall have the sole authority for the direction of the defense. D. Amendments The Grantee or Sub-Recipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Sub-Recipient from its obligations under this Agreement The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Sub-Recipient. E. Suspension or Termination Either party may terminate this contract at any time by giving written notice to the other party of such termination and specifying the effective date thereof at least 30 5 days before the effective date of such termination. Partial terminations of the Scope of Service in Section I, A above may only be undertaken with the prior approval of the Grantee. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by the Sub-Recipient under this Agreement shall, at the option of the Grantee, become the property of the Grantee, and the Sub-Recipient shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Sub-Recipient materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein; and the Grantee may declare the Sub-Recipient ineligible for any further participation in the Grantee's contracts, in addition to other remedies as provided by the law. In the event there is probable cause to believe the Sub-Recipient is in non-compliance with any applicable rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until such time as the Sub-Recipient is found to be in compliance by the Grantee, or is otherwise adjudicated to be in compliance. VII. ADMINISTRA TIVE REQUIREMENTS A. Financial Management 1. Accounting Standards The Sub-Recipient agrees to comply with Attachment F of OMB Circular A- 110 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles The Sub-Recipient shall administer its program in conformance with OMB Circulars A-I22, "Cost Principles for Non-Profit Organizations or A-21 "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. OMB Circular A-122 is included as Exhibit D. B. Documentation and Record-Keeping 1. Records to be Maintained 6 The Sub-Recipient shall maintain all records required by the Federal regulations specified in 24 CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall not include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-IIO; and g. Other records necessary to document compliance with Subpart K of 24 CFR 570. Said records shall include verification of household income and information on race/national origin and ethnicity. Eligible households for this program must have income below those noted in Exhibit C. The Sub-Recipient may establish program income criteria below that noted in Exhibit C. 2. Income Eligibility The Sub-Recipient shall utilize annual income in determining and documenting income for participating clients. Annual income is the gross amount of income anticipated by all adults in a family during the 12 months following the effective date of determination. To calculate annual income, the Sub-Recipient may choose one (1) of three (3) definitions of income listed below: 1. Annual income as defined under the Section 8 Housing Assistance Payments Program; 2. Adjusted gross income as defined for purposes of reporting under IRS Form 1040 (long form) for Federal individual income tax purposes; or 3. Annual income as defined for reporting under the Census long form for the most rent available decennial Census. Any use of another income format is considered ineligible for HUD and CDBG funding. Please note that grantees must ensure that applicants to their programs and activities are treated equitably. For this reason, the same income definition must be used throughout the activity for each applicant. 7 Additionally, the Sub-Recipient shall maintain copies of any documents used to determine client's income. 3. Retention The Sub-Recipient shall retain all records pertinent to expenditures incurred under this contract for a period of five (5) years after the termination of all activities funded under this Agreement. Records for non-expendable property acquired with funds under this contract shall be retained for five (5) years after final disposition of such property. Notwithstanding the above, if there are claims, litigation, audits, negotiations or other actions that involve any of the records cited that have started before the expiration of the three-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the three-year period, whichever occurs later. 4. Client Data The Sub-Recipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 5. Disclosure The Sub-Recipient understands that client information collected under this contract is private. The use or disclosure of such information, when not directly connected with the administration of the Grantee's or Sub-Recipient's responsibilities with respect to services provided under this contract, is prohibited, unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 6. Property Records The Sub-Recipient shall maintain a real property inventory, which identifies properties purchased, improved or sold using CDBG funds. Properties retained shall continue to meet eligibility criteria and shall conform with the "changes in use" restrictions specified in 24 CFR Parts 570.503(b )(8), as applicable. 7. Close-Outs The Sub-Recipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall 8 include, but are not limited to: making final payments, disposing of program assets (including the return of unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. 8. Audits & Inspections All Sub-Recipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, their designees or the Federal Government, at any time during normal business hours, as often as the Grantee or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Sub-Recipient with 30 days after receipt by the Sub-Recipient. Failure of the Sub-Recipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Sub- Recipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning Sub-Recipient audits and, as applicable OMB Circular A-133. 9. Availability of Law, Regulations and Orders The Grantee shall, upon the request of the Sub-Recipient, provide copies of all laws, regulations and orders, including those cited in this contract which regulate operation of the CDBG-funded programs, or which might otherwise affect the performance of this Agreement. This Agreement include program income requirements (See Section V, C, 1: Program Income.) set forth in section 24 CFR 570.504 (c) but is not applicable to the Sub-Recipient and uniform administrative requirements described in section 24 CFR 570.502. C. Procurement 1. Compliance The Sub-Recipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non- expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this contract. 2. OMB Standards 9 The Sub-Recipient shall procure all materials, property, or services in accordance with the requirements of Attachment 0 of OMB Circular A-II 0, Procurement Standards, and shall subsequently follow Attachment N, Property Management Standards as modified by 24 CFR 570.502(b)(6), covering utilization and disposal of property. 3. Travel The Sub-Recipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this contract. VIII. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights 1. Compliance The Sub-Recipient agrees to comply with the Illinois Human Rights Act (Act 775ILCS 5-1-101 et seq.) and with Title VIII of the Civil Rights Act of 1968 as amended, Section 1 04(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246 as amended by Executive Orders 11375 and 12086. 2. Nondiscrimination The Sub-Recipient shall not discriminate against any worker, employee, applicant for employment or any member of the public because of race, color, creed, religion ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. Such affirmative action shall include, but not be limited to the following: employment, upgrading demotion or transfer, termination, compensation, and selection for training including apprenticeship. The 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. This policy of non-discrimination and affirmative action shall be applicable with regard to both the Sub-Recipient's internal personnel practices and its actions in the performance of this Agreement. The Sub-Recipient hereby certifies that 1-9 forms are current and employment verification has been completed regarding all employees. The Sub-Recipient agrees and authorizes the Grantee and HUD to conduct compliance reviews or any other procedures to assure compliance with these provisions, subject to applicable 10 laws and regulations concerning privacy and reasonable notice to the Sub- Recipient. B. Conduct 1. Assignments The Sub-Recipient shall not assign the Agreement or any part thereof and the Sub-Recipient shall not transfer or assign any funds or claims due or to be come due hereunder without the prior written approval of the Village Manager. Any transfer or assignment of funds pursuant to this agreement, either in whole or in part, or any interest therein shall be due to the Sub-Recipient shall be deemed of no force or effect and shall not be binding upon the Grantee. 2. Prohibited Activity The Sub-Recipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities: sectarian or religious activities; lobbying, political patronage, and nepotism activities 3. Conflict of Interest The Sub-Recipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under the Agreement. The Sub-Recipient further covenants that in the performance of this Agreement no person having such a financial interest shall be employed or retained by the Sub-Recipient hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer or elected official or appointed official of the Grantee, or of any designated public agencies or Sub-Recipients which are receiving funds under the CDBG Entitlement Program. 4. Lobbying The Sub-Recipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, 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 11 Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into 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 this Federal contract, grant, loan or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all Sub- Recipients shall certify and disclose accordingly; and d. Lobbying Certification - Paragraph d 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. 5. Religious Organizations The Sub-Recipient agrees that funds provided under this contract will not be utilized for religious activities to promote religious interests, or for the benefit of a religious organization in accordance with the Federal regulations specified in 24 CR 570.2000). 6. Reversion of Assets Upon expiration of this Agreement, the Sub-recipient shall transfer to the Village any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Sub-recipient's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the sub-recipient in the form ofa loan) in excess of$25,000 shall either: 12 a. Be used to meet one of the national objectives in Section 570.208 (formerly Section 570.901) of the CDBG regulations until five years after expiration of the Agreement; or b. If the real property is not used in accordance with paragraph 6a above, the Sub-recipient shall pay to the Village an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the Village. No payment is required after the period of time specified in paragraph 6a of this section. IX. SEVERABILITY If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby, and all other parts of this Agreement shall nevertheless be in full force and effect. 13 IN WITNESS WHEREOF, the Parties have executed this contract: THE VILLAGE OF MOUNT PROSPECT SUBURBAN PRIMARY HEALTH CARE COUNCIL BY: BY: Mayor President ATTEST: Notary Public Village Clerk 15 RESOLUTION NO. A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND SUBURBAN PRIMARY HEALTH CARE COUNCIL, INC FOR THE ACCESS TO CARE PROGRAM WHEREAS, the Village of Mount Prospect is a recipient of funds under the Community Development Block Grant Program; and WHEREAS, it has been determined by the President and Board of Trustees of the Village of Mount Prospect that the Suburban Primary Health Care Council, Inc. shall provide a program to facilitate access to primary health care in the corporate limits ofthe Village of Mount Prospect; and WHEREAS, the program proposed by the Suburban Primary Health Care Council, Inc. and approved herein, complies with the requirements of the Department of Housing and Urban Development with respect to benefiting low/moderate-income persons. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the President is hereby authorized to sign and the Clerk directed to attest his signature on an agreement for Community Development Block Grant implementation, which Agreement is between the Village of Mount Prospect and Suburban Primary Health Care Council, Inc, a copy of which Agreement is attached hereto and hereby made a part hereof as Exhibit "A". SECTION TWO: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by the law. AYES: NAYS: PASSED and APPROVED this day of May 2007. Irvana K. Wilks, Mayor ATTEST: M. Lisa Angell, Village Clerk H:\CLKO\fi1es\WIN\RES\CDBG\CDBG access to care 2007.doc o AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND SUBURBAN PRIMARY HEALTH CARE COUNCIL, INC. FOR THE ACCESS TO CARE PROGRAM FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS AGREEMENT, entered this day of , 2007, by and between the Village of Mount Prospect (herein referred to as the "Grantee") and Suburban Primary Health Care Council, Inc. (herein referred to as the "Sub-Recipient"). WHEREAS, the Grantee has applied for and received Community Development Block Grant (herein referred to as "CDBG") funds from the United States Department of Housing and Urban Development (herein referred to HUD) under Title I of the Housing and Community Development Act of 1974, Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Sub-Recipient to assist the Grantee in utilizing such funds NOW, THEREFORE, it is agreed between the parties hereto that; I. SCOPE OF SERVICE A. Activities The Sub-Recipient will be responsible for administering a CDBG Year (2007) program in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. This program will include the following activities eligible under the CDBG program. The Grantee elects to contract for services with the Sub-Recipient for operation of a program to facilitate access to primary health care as outlined in the Scope of Services attached herewith as Exhibit A. B. National Objectives The Sub-Recipient certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives as defined in 24 CRF Part 570.208: 1. Benefit Low/Moderate Income Persons; 2. Aid in the prevention or elimination of slums or blight; or 3. Meet a need having a particular urgency/emergency. C. Levels of Accomplishment In addition to the normal administrative services required as part of this Agreement, the Sub-Recipient agrees to provide the following levels of program services: Average Clients/Month 1.83/Month Total ClientsNear 22Nr The sub-recipient will also report information as it relates to the Outcome Measurement System as described in Federal Register Notice on June 10,2005. Such information includes, but is not limited to: funds leveraged, number of persons with access to new/improved access to a service, and number of beds created in an overnight/emergency shelter. D. Performance Monitoring The Grantee will monitor the performance of the Sub-Recipient against goals and performance standards required herein. Substandard performance as determined by the Grantee will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by the Sub-Recipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME PERFORMANCE Services of the Sub-Recipient shall start on January 1, 2007 and end on December 31, 2007. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Sub-Recipient remains in control of CDBG funds or other assets, including program income. Ill. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this contract shall not exceed $10,000. Payments may be contingent upon certification of the Sub-Recipient's financial management system in accordance with the standards specified in OMB Circular A-11O Attachment F. 2 A. Payment Procedures The Grantee will pay to the Sub-Recipient funds available under this contract based upon information submitted by the Sub-Recipient and consistent with any approved budget and Grantee policy concerning payments. The Grantee will not process any invoices received until the Sub-Recipient submits a monthly, quarterly or seasonal report (depending on the reporting system the Sub-Recipient has decided to use) for the requested pay period. The Grantee will determine the appropriate amount to allocate per reporting period depending on the Levels of Accomplishment achieved by the Sub-Recipient. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Sub-Recipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Sub-Recipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Sub-Recipient. B. Indirect Costs If indirect costs are charged, the Sub-Recipient will develop an indirect cost allocation plan for determining the appropriate Sub-Recipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee. C. Program Income The Sub-Recipient shall report all program income as defined at 24 CFR 570.500(a) generated by activities carried out with CDBG funds made available under the contract. The use of program income by the Sub-Recipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Sub- Recipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to the Guarantee at the end of the contract period. Any interest earned on cash advances from the u.S. Treasury is not program income but needs to be remitted promptly to the Grantee. IV. REPORTING A. Progress Reports 3 The Sub-Recipient shall submit a Quarterly Report to the Grantee in the form, content, and frequency as required by the Grantee. All reports will be due 15 days after the close of the reporting period. This report should include the following: 1. Each client served during the month using CDBG funds; 2. Client's address; and 3. Type of service used by that client. B. Final Report A final report shall accompany the Sub-Recipient's final billing. This report will highlight the accomplishments ofthe program for the fiscal year, from January 1, 2007 to December 31, 2007, summarize the number of Mount Prospect residents served and include the completion of Exhibit B, herein attached. This report shall be due no later than January 15,2008. C. Submission to HUD Subsequent to the execution of this Agreement, the Grantee shall file all necessary documents with HUD and shall comply with all applicable rules and regulations necessary to facilitate acquisition of funds approved for this program by HUD. The Sub-Recipient shall not file any lawsuit against the Grantee or any of its officers or employees as a result of this contract, except that this Section shall not act as a bar to any lawsuits arising from the negligent acts of the Grantee or any of its officers and employees. V. NOTICES & COMMUNICATIONS Notices and communications under this Agreement shall be sent registered or certified mail postage prepaid to the respective parties as follows: Grantee Sub-Recipient Mr. William J. Cooney, Jr. Director of Community Development Village of Mount Prospect 50 S. Emerson Mount Prospect, IL 60056 (847) 818-5328 Fax: (847) 818-5329 Victoria Bigelow President Suburban Primary Health Care Council 2225 Enterprise Drive, Suite 2507 Westchester, IL 60154 (708) 531-0680 Fax: (708) 531-0686 4 VI. GENERAL CONDITIONS A. General Compliance The Sub-Recipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the HUD regulations concerning CDBG). The Sub- Recipient further agrees to utilize funds available under this Agreement to supplement rater than supplant funds otherwise available. The Sub-Recipient shall, at all times, observe and comply with all laws, ordinances or regulations of the Federal, State, County and local government which may in any manner affect the performance of this Agreement, and the Sub-Recipient shall be required to perform all acts under this agreement in the same manner as the Grantee, as a contractor of the Federal Government, is or would be required to perform such acts. Suspension or termination shall occur if the Sub-Recipient materially fails to comply with any term of the award in accordance with 24 CFR 85.44. B. "Independent Contractor" Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parities. The Sub-Recipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance as the Sub-Recipient is an independent Sub-Recipient. C. Hold Harmless The Sub-Recipient shall hold harmless, save and indemnify the Grantee and each and everyone of its officers, agents, employees, servants, attorneys, insurers and successors from any and all claims, demands, causes of actions, expenses, injuries, losses or damages of whatever kind, character of description the Grantee may suffer as a result of any cause, matter, act, or omission arising out of the Sub-Recipient's performance or non-performance, or those acting under it to conform to the statues, ordinances or other regulations or requirements of any governmental authority, in connection with e the Sub-Recipient's performance under this Agreement. The Sub- Recipient agrees to defend any claims brought or actions filed against the Grantee with respect to the subject of the indemnity contained herein, whether such claims or actions are rightfully or wrongfully brought or files. In case 'of such a claim brought or such an action files, the Grantee agrees that the Sub-Recipient may employ 5 attorneys of its own selection to appear and defend the claim or action on behalf of the Grantee, subject to reasonable approval by the Grantee, at the expense of the Sub- Recipient. The Sub-Recipient, at its option, shall have the sole authority for the direction of the defense. D. Amendments The Grantee or Sub-Recipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Sub-Recipient from its obligations under this Agreement The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Sub-Recipient. E. Suspension or Termination Either party may terminate this contract at any time by giving written notice to the other party of such termination and specifying the effective date thereof at least 30 days before the effective date of such termination. Partial terminations of the Scope of Service in Section I, A above may only be undertaken with the prior approval of the Grantee. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by the Sub-Recipient under this Agreement shall, at the option of the Grantee, become the property of the Grantee, and the Sub-Recipient shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Sub-Recipient materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein; and the Grantee may declare the Sub-Recipient ineligible for any further participation in the Grantee's contracts, in addition to other remedies as provided by the law. In the event there is probable cause to believe the Sub-Recipient is in non-compliance with any applicable rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until such time as the Sub-Recipient is found to be in compliance by the Grantee, or is otherwise adjudicated to be in compliance. 6 VII. ADMINISTRA TIVE REQUIREMENTS A. Financial Management 1. Accounting Standards The Sub-Recipient agrees to comply with Attachment F of OMB Circular A- 110 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles The Sub-Recipient shall administer its program in conformance with OMB Circulars A-I22, "Cost Principles for Non-Profit Organizations or A-21 "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. OMB Circular A-I22 is included as Exhibit D. B. Documentation and Record-Keeping 1. Records to be Maintained The Sub-Recipient shall maintain all records required by the Federal regulations specified in 24 CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall not include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one ofthe National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-I 10; and g. Other records necessary to document compliance with Subpart K of24 CFR 570. 7 Said records shall include verification of household income and information on race/national origin and ethnicity. Eligible households for this program must have income below those noted in Exhibit C. The Sub-Recipient may establish program income criteria below that noted in Exhibit C. 2. Income Eligibility The Sub-Recipient shall utilize annual income in determining and documenting income for participating clients. Annual income is the gross amount of income anticipated by all adults in a family during the 12 months following the effective date of determination. To calculate annual income, the Sub-Recipient may choose one (1) of three (3) definitions of income listed below: 1. Annual income as defined under the Section 8 Housing Assistance Payments Program; 2. Adjusted gross income as defmed for purposes of reporting under IRS Form 1040 (long form) for Federal individual income tax purposes; or 3. Annual income as defined for reporting under the Census long form for the most rent available decennial Census. Any use of another income format is considered ineligible for HUD and CDBG funding. Please note that grantees must ensure that applicants to their programs and activities are treated equitably. For this reason, the same income definition must be used throughout the activity for each applicant. Additionally, the Sub-Recipient shall maintain copies of any documents used to determine client's income. 3. Retention The Sub-Recipient shall retain all records pertinent to expenditures incurred under this contract for a period of five (5) years after the termination of all activities funded under this Agreement. Records for non-expendable property acquired with funds under this contract shall be retained for five (5) years after final disposition of such property. Notwithstanding the above, if there are claims, litigation, audits, negotiations or other actions that involve any of the records cited that have started before the expiration of the three-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the three-year period, whichever occurs later. 4. Client Data 8 The Sub-Recipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 5. Disclosure The Sub-Recipient understands that client information collected under this contract is private. The use or disclosure of such information, when not directly connected with the administration of the Grantee's or Sub-Recipient's responsibilities with respect to services provided under this contract, is prohibited, unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 6. Property Records The Sub-Recipient shall maintain a real property inventory, which identifies properties purchased, improved or sold using CDBG funds. Properties retained shall continue to meet eligibility criteria and shall conform with the "changes in use" restrictions specified in 24 CFR Parts 570.503(b )(8), as applicable. 7. Close-Outs The Sub-Recipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. 8. Audits & Inspections All Sub-Recipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, their designees or the Federal Government, at any time during normal business hours, as often as the Grantee or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Sub-Recipient with 30 days after receipt by the Sub-Recipient. Failure of the Sub-Recipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Sub- Recipient hereby agrees to have an annual agency audit conducted in 9 accordance with current Grantee policy concerning Sub-Recipient audits and, as applicable OMB Circular A-l33. 9. Availability of Law. Regulations and Orders The Grantee shall, upon the request of the Sub-Recipient, provide copies of all laws, regulations and orders, including those cited in this contract which regulate operation of the CDBG-funded programs, or which might otherwise affect the performance of this Agreement. This Agreement include program income requirements (See Section V, C, 1: Program Income.) set forth in section 24 CFR 570;504 (c) but is not applicable to the Sub-Recipient and uniform administrative requirements described in section 24 CFR 570.502. C. Procurement 1. Compliance The Sub-Recipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non- expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this contract. 2. OMB Standards The Sub-Recipient shall procure all materials, property, or services in accordance with the requirements of Attachment 0 of OMB Circular A-II 0, Procurement Standards, and shall subsequently follow Attachment N, Property Management Standards as modified by 24 CFR 570.502(b)(6), covering utilization and disposal of property. 3. Travel The Sub-Recipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this contract. VIII. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights 1. Compliance 10 The Sub-Recipient agrees to comply with the Illinois Human Rights Act (Act 775ILCS 5-1-101 et seq.) and with Title VIII of the Civil Rights Act of 1968 as amended, Section 1 04(b) and Section 109 of Title 1 of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246 as amended by Executive Orders 11375 and 12086. 2. Nondiscrimination The Sub-Recipient shall not discriminate against any worker, employee, applicant for employment or any member of the public because of race, color, creed, religion ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. Such affirmative action shall include, but not be limited to the following: employment, upgrading demotion or transfer, termination, compensation, and selection for training including apprenticeship. The 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. This policy of non-discrimination and affirmative action shall be applicable with regard to both the Sub-Recipient's internal personnel practices and its actions in the performance of this Agreement. The Sub-Recipient hereby certifies that 1-9 forms are current and employment verification has been completed regarding all employees. The Sub-Recipient agrees and authorizes the Grantee and HUD to conduct compliance reviews or any other procedures to assure compliance with these provisions, subject to applicable laws and regulations concerning privacy and reasonable notice to the Sub- Recipient. B. Conduct 1. Assignments The Sub-Recipient shall not assign the Agreement or any part thereof and the Sub-Recipient shall not transfer or assign any funds or claims due or to be come due hereunder without the prior written approval of the Village Manager. Any transfer or assignment of funds pursuant to this agreement, either in whole or in part, or any interest therein shall be due to the Sub-Recipient shall be deemed of no force or effect and shall not be binding upon the Grantee. 2. Prohibited Activity 11 The Sub-Recipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities: sectarian or religious activities; lobbying, political patronage, and nepotism activities 3. Conflict of Interest The Sub-Recipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under the Agreement. The Sub-Recipient further covenants that in the performance of this Agreement no person having such a financial interest shall be employed or retained by the Sub-Recipient hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer or elected official or appointed official of the Grantee, or of any designated public agencies or Sub-Recipients which are receiving funds under the CDBG Entitlement Program. 4. Lobbying The Sub-Recipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, 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 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 this Federal contract, grant, loan or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under 12 grants, loans and cooperative agreements) and that all Sub- Recipients shall certify and disclose accordingly; and d. Lobbving Certification - Paragraph d 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. 5. Religious Organizations The Sub-Recipient agrees that funds provided under this contract will not be utilized for religious activities to promote religious interests, or for the benefit of a religious organization in accordance with the Federal regulations specified in 24 CR 570.200G). 6. Reversion of Assets Upon expiration of this Agreement, the Sub-recipient shall transfer to the Village any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Sub-recipient's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the sub-recipient in the form ofa loan) in excess of $25,000 shall either: a. Be used to meet one of the national objectives in Section 570.208 (formerly Section 570.901) of the CDBG regulations until five years after expiration of the Agreement; or b. If the real property is not used in accordance with paragraph 6a above, the Sub-recipient shall pay to the Village an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the Village. No payment is required after the period of time specified in paragraph 6a of this section. IX. SEVERABILITY n If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby, and all other parts of this Agreement shall nevertheless be in full force and effect. 14 IN WITNESS WHEREOF, the Parties have executed this contract: THE VILLAGE OF MOUNT PROSPECT SUBURBAN PRIMARY HEALTH CARE COUNCIL BY: BY: Mayor President ATTEST: Village Clerk Notary Public RESOLUTION NO. A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND WINGS PROGRAM, INC. WHEREAS, the Village of Mount Prospect is a recipient of funds under the Community Development Block Grant Program; and WHEREAS, it has been determined by the President and Board of Trustees of the Village of Mount Prospect that WINGS Program, Inc. shall provide a transitional living program for women and their children who are homeless for near homeless and homeless low and moderate income residents of the Village of Mount Prospect; and WHEREAS, the program proposed by the WINGS Program, Inc. and approved herein, complies with the requirements of the Department of Housing and Urban Development with respect to benefiting low/moderate-income persons. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the President is hereby authorized to sign and the Clerk directed to attest his signature on an agreement for Community Development Block Grant implementation, which Agreement is between the Village of Mount Prospect and the WINGS Program, Inc., for the provision of a transitional housing program, a copy of which Agreement is attached hereto and hereby made a part hereof as Exhibit "A". SECTION TWO: That the President is hereby authorized to sign and the Clerk directed to attest his signature on an agreement for Community Development Block Grant implementation, which Agreement is between the Village of Mount Prospect and the WINGS Program, Inc., for rehabilitation of a Safe House, a copy of which Agreement is attached hereto and hereby made a part hereof as Exhibit "B". SECTION THREE: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by the law. AYES: NAYS: PASSED and APPROVED this day of May 2007. Irvana K. Wilks, Mayor ATTEST: M. Lisa Angell, Village Clerk H:\CLKO\fiIes\ WIN\RES\CDBG\CDBG wings 2006.doc 1> AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND WINGS PROGRAM, INC. FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS AGREEMENT, entered this day of , 2007, by and between the Village of Mount Prospect (herein referred to as the "Grantee") and WINGS Program, Inc. (herein referred to as the "Sub-Recipient"). WHEREAS, the Grantee has applied for and received Community Development Block Grant (herein referred to as "CDBG") funds from the United States Department of Housing and Urban Development (herein referred to HUD) under Title I of the Housing and Community Development Act of 1974, Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Sub-Recipient to assist the Grantee in utilizing such funds NOW, THEREFORE, it is agreed between the parties hereto that; I. SCOPE OF SERVICE A. Activities The Sub-Recipient will be responsible for administering a CDBG Year (2007) program in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. This program will include the following activities eligible under the CDBG program. The Grantee elects to contract for services with the Sub-Recipient for operation of a program to provide women and their children with a transitional living program and safe house as outlined in the Scope of Services attached herewith as Exhibit A. B. National Obiectives The Sub-Recipient certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives as defined in 24 CRF Part 570.208: 1. Benefit Low/Moderate Income Persons; 2. Aid in the prevention or elimination of slums or blight; or 3. Meet a need having a particular urgency/emergency. C. Levels of Accomplishment In addition to the normal administrative services required as part of this Agreement, the Sub-Recipient agrees to provide the following levels of program services: Average Clients/Month .825/MONTH Total Clients/Year 9.9/YEAR The sub-recipient will also report information as it relates to the Outcome Measurement System as described in Federal Register Notice on June 10, 2005. Such information includes, but is not limited to: funds leveraged, number of persons with access to new/improved access to a service, and number of beds created in an overnight/emergency shelter. D. Performance Monitoring The Grantee will monitor the performance of the Sub-Recipient against goals and performance standards required herein. Substandard performance as determined by the Grantee will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by the Sub-Recipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME PERFORMANCE Services of the Sub-Recipient shall start on January 1, 2007 and end on December 31,2007. The term ofthis Agreement and the provisions herein shall be extended to cover any additional time period during which the Sub-Recipient remains in control of CDBG funds or other assets, including program income. Ill. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this contract shall not exceed $2,750. Payments may be contingent upon certification of the Sub-Recipient's financial management system in accordance with the standards specified in OMB Circular A-II 0 Attachment F. A. Payment Procedures 2 The Grantee will pay to the Sub-Recipient funds available under this contract based upon infonnation submitted by the Sub-Recipient and consistent with any approved budget and Grantee policy concerning payments. The Grantee will not process any invoices received until the Sub-Recipient submits a monthly, quarterly or seasonal report (depending on the reporting system the Sub-Recipient has decided to use) for the requested pay period. The Grantee will detennine the appropriate amount to allocate per reporting period depending on the Levels of Accomplishment achieved by the Sub-Recipient. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Sub-Recipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Sub-Recipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Sub-Recipient. B. Indirect Costs If indirect costs are charged, the Sub-Recipient will develop an indirect cost allocation plan for detennining the appropriate Sub-Recipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a fonn specified by the Grantee. C. Program Income The Sub-Recipient shall report all program income as defined at 24 CFR 570.500(a) generated by activities carried out with CDBG funds made available under the contract. The use of program income by the Sub-Recipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Sub- Recipient may use such income during the contract period for activities pennitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to the Guarantee at the end of the contract period. Any interest earned on cash advances from the u.S. Treasury is not program income but needs to be remitted promptly to the Grantee. IV. REPORTING A. Progress Reports The Sub-Recipient shall submit a Quarterly Report to the Grantee in the form, content, and frequency as required by the Grantee. All reports will be due 15 days after the close of the reporting period. This report should include the following: 3 1. Each client served during the month using CDBG funds; 2. Client's address; and 3. Type of service used by that client. B. Final Report A final report shall accompany the Sub-Recipient's final billing. This report will highlight the accomplishments of the program for the fiscal year, from January 1,2007 to December 31, 2007, summarize the number of Mount Prospect residents served and include the completion of Exhibit B, herein attached. This report shall be due no later than January 15,2008. C. Submission to HUD Subsequent to the execution of this Agreement, the Grantee shall file all necessary documents with HUD and shall comply with all applicable rules and regulations necessary to facilitate acquisition of funds approved for this program by HUD. The Sub-Recipient shall not file any lawsuit against the Grantee or any of its officers or employees as a result of this contract, except that this Section shall not act as a bar to any lawsuits arising from the negligent acts of the Grantee or any of its officers and employees. V. NOTICES & COMMUNICATIONS Notices and communications under this Agreement shall be sent registered or certified mail postage prepaid to the respective parties as follows: Grantee Sub-Recipient Mr. William J. Cooney, Jr. Director of Community Development Village of Mount Prospect 50 S. Emerson Mount Prospect, IL 60056 (847) 818-5328 Fax: (847) 818-5329 Ms. Rebecca Darr Executive Director P.O. Box 95615 Palatine, IL 60095 (847) 963-8910 Fax: (847) 908-0911 VI. GENERAL CONDITIONS 4 A. General Compliance The Sub-Recipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the HUD regulations concerning CDBG). The Sub- Recipient further agrees to utilize funds available under this Agreement to supplement rater than supplant funds otherwise available. The Sub-Recipient shall, at all times, observe and comply with all laws, ordinances or regulations of the Federal, State, County and local government which may in any manner affect the performance of this Agreement, and the Sub-Recipient shall be required to perform all acts under this agreement in the same manner as the Grantee, as a contractor of the Federal Government, is or would be required to perform such acts. Suspension or termination shall occur if the Sub-Recipient materially fails to comply with any term of the award in accordance with 24 CFR 85.44. B. "Independent Contractor" Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parities. The Sub-Recipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance as the Sub-Recipient is an independent Sub-Recipient. C. Hold Harmless The Sub-Recipient shall hold harmless, save and indemnify the Grantee and each and everyone of its officers, agents, employees, servants, attorneys, insurers and successors from any and all claims, demands, causes of actions, expenses, injuries, losses or damages of whatever kind, character of description the Grantee may suffer as a result of any cause, matter, act, or omission arising out of the Sub-Recipient's performance or non-performance, or those acting under it to conform to the statues, ordinances or other regulations or requirements of any governmental authority, in connection with e the Sub-Recipient's performance under this Agreement. The Sub- Recipient agrees to defend any claims brought or actions filed against the Grantee with respect to the subject of the indemnity contained herein, whether such claims or actions are rightfully or wrongfully brought or files. In case of such a claim brought or such an action files, the Grantee agrees that the Sub-Recipient may employ attorneys of its own selection to appear and defend the claim or action on behalf of the Grantee, subject to reasonable approval by the Grantee, at the expense of the Sub- Recipient. The Sub-Recipient, at its option, shall have the sole authority for the direction of the defense. 5 D. Amendments The Grantee or Sub-Recipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Sub-Recipient from its obligations under this Agreement The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Sub-Recipient. E. Suspension or Termination Either party may terminate this contract at any time by giving written notice to the other party of such termination and specifying the effective date thereof at least 30 days before the effective date of such termination. Partial terminations of the Scope of Service in Section I, A above may only be undertaken with the prior approval of the Grantee. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by the Sub-Recipient under this Agreement shall, at the option of the Grantee, become the property of the Grantee, and the Sub-Recipient shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Sub-Recipient materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein; and the Grantee may declare the Sub-Recipient ineligible for any further participation in the Grantee's contracts, in addition to other remedies as provided by the law. In the event there is probable cause to believe the Sub-Recipient is in non-compliance with any applicable rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until such time as the Sub-Recipient is found to be in compliance by the Grantee, or is otherwise adjudicated to be in compliance. 6 VII. ADMINISTRA TIVE REQUIREMENTS A. Financial Management 1. Accounting Standards The Sub-Recipient agrees to comply with Attachment F of OMB Circular A- 110 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles The Sub-Recipient shall administer its program in conformance with OMB Circulars A-122, "Cost Principles for Non-Profit Organizations or A-2l "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. OMB Circular A-122 is included as Exhibit D. B. Documentation and Record-Keeping 1. Records to be Maintained The Sub-Recipient shall maintain all records required by the Federal regulations specified in 24 CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall not include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-I 10; and g. Other records necessary to document compliance with Subpart K of24 CFR 570. Said records shall include verification of household income and information on race/national origin and ethnicity. Eligible households for this program must 7 have income below those noted in Exhibit C. The Sub-Recipient may establish program income criteria below that noted in Exhibit C. 2. Income Eligibility The Sub-Recipient shall utilize annual income in determining and documenting income for participating clients. Annual income is the gross amount of income anticipated by all adults in a family during the 12 months following the effective date of determination. To calculate annual income, the Sub-Recipient may choose one (1) of three (3) definitions of income listed below: 1. Annual income as defined under the Section 8 Housing Assistance Payments Program; 2. Adjusted gross income as defined for purposes of reporting under IRS Form 1040 (long form) for Federal individual income tax purposes; or 3. Annual income as defined for reporting under the Census long form for the most rent available decennial Census. Any use of another income format is considered ineligible for HUD and CDBG funding. Please note that grantees must ensure that applicants to their programs and activities are treated equitably. For this reason, the same income definition must be used throughout the activity for each applicant. Additionally, the Sub-Recipient shall maintain copies of any documents used to determine client's income. 3. Retention The Sub-Recipient shall retain all records pertinent to expenditures incurred under this contract for a period of five (5) years after the termination of all activities funded under this Agreement. Records for non-expendable property acquired with funds under this contract shall be retained for five (5) years after final disposition of such property. Notwithstanding the above, if there are claims, litigation, audits, negotiations or other actions that involve any of the records cited that have started before the expiration of the three-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the three-year period, whichever occurs later. 4. Client Data The Sub-Recipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description 8 of service provided. Such infonnation shall be made available to Grantee monitors or their designees for review upon request. 5. Disclosure The Sub-Recipient understands that client infonnation collected under this contract is private. The use or disclosure of such infonnation, when not directly connected with the administration of the Grantee's or Sub-Recipient's responsibilities with respect to services provided under this contract, is prohibited, unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 6. Property Records The Sub-Recipient shall maintain a real property inventory, which identifies properties purchased, improved or sold using CDBG funds. Properties retained shall continue to meet eligibility criteria and shall confonn with the "changes in use" restrictions specified in 24 CFR Parts 570.503(b )(8), as applicable. 7. Close-Outs The Sub-Recipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and detennining the custodianship of records. 8. Audits & Inspections All Sub-Recipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, their designees or the Federal Government, at any time during nonnal business hours, as often as the Grantee or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Sub-Recipient with 30 days after receipt by the Sub-Recipient. Failure of the Sub-Recipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Sub- Recipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning Sub-Recipient audits and, as applicable OMB Circular A-B3. 9. Availability of Law, Regulations and Orders 9 The Grantee shall, upon the request of the Sub-Recipient, provide copies of all laws, regulations and orders, including those cited in this contract which regulate operation of the CDBG-funded programs, or which might otherwise affect the performance of this Agreement. This Agreement include program income requirements (See Section V, C, 1: Program Income.) set forth in section 24 CFR 570.504 (c) but is not applicable to the Sub-Recipient and uniform administrative requirements described in section 24 CFR 570.502. C. Procurement 1. Compliance The Sub-Recipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non- expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this contract. 2. OMB Standards The Sub-Recipient shall procure all materials, property, or services in accordance with the requirements of Attachment 0 of OMB Circular A-llO, Procurement Standards, and shall subsequently follow Attachment N, Property Management Standards as modified by 24 CFR 570.502(b)(6), covering utilization and disposal of property. 3. Travel The Sub-Recipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this contract. VIII. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights 1. Compliance The Sub-Recipient agrees to comply with the Illinois Human Rights Act (Act 775ILCS 5-1-101 et seq.) and with Title VIII of the Civil Rights Act of 1968 as amended, Section 1 04(b) and Section 109 of Title I of the Housing and 10 Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246 as amended by Executive Orders 11375 and 12086. 2. Nondiscrimination The Sub-Recipient shall not discriminate against any worker, employee, applicant for employment or any member of the public because of race, color, creed, religion ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. Such affirmative action shall include, but not be limited to the following: employment, upgrading demotion or transfer, termination, compensation, and selection for training including apprenticeship. The 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. This policy of non-discrimination and affirmative action shall be applicable with regard to both the Sub-Recipient's internal personnel practices and its actions in the performance of this Agreement. The Sub-Recipient hereby certifies that 1-9 forms are current and employment verification has been completed regarding all employees. The Sub-Recipient agrees and authorizes the Grantee and HUD to conduct compliance reviews or any other procedures to assure compliance with these provisions, subject to applicable laws and regulations concerning privacy and reasonable notice to the Sub- Recipient. B. Conduct 1. Assignments The Sub-Recipient shall not assign the Agreement or any part thereof and the Sub-Recipient shall not transfer or assign any funds or claims due or to be come due hereunder without the prior written approval ofthe Village Manager. Any transfer or assignment of funds pursuant to this agreement, either in whole or in part, or any interest therein shall be due to the Sub-Recipient shall be deemed of no force or effect and shall not be binding upon the Grantee. 2. Prohibited Activity The Sub-Recipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities: sectarian or religious activities; lobbying, political patronage, and nepotism activities 11 3. Conflict of Interest The Sub-Recipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under the Agreement. The Sub-Recipient further covenants that in the performance of this Agreement no person having such a financial interest shall be employed or retained by the Sub-Recipient hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer or elected official or appointed official of the Grantee, or of any designated public agencies or Sub-Recipients which are receiving funds under the CDBG Entitlement Program. 4. Lobbying The Sub-Recipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, 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 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 this Federal contract, grant, loan or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all Sub- Recipients shall certify and disclose accordingly; and d. Lobbying Certification - Paragraph d 12 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. 5. Religious Organizations The Sub-Recipient agrees that funds provided under this contract will not be utilized for religious activities to promote religious interests, or for the benefit of a religious organization in accordance with the Federal regulations specified in 24 CR 570.200(j). 6. Reversion of Assets Upon expiration of this Agreement, the Sub-recipient shall transfer to the Village any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Sub-recipient's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the sub-recipient in the form ofa loan) in excess of $25,000 shall either: a. Be used to meet one of the national objectives in Section 570.208 (formerly Section 570.901) of the CDBG regulations until five years after expiration of the Agreement; or b. If the real property is not used in accordance with paragraph 6a above, the Sub-recipient shall pay to the Village an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the Village. No payment is required after the period of time specified in paragraph 6a of this section. IX. SEVERABILITY If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby, and all other parts of this Agreement shall nevertheless be in full force and effect. 13 IN WITNESS WHEREOF, the Parties have executed this contract: THE VILLAGE OF MOUNT PROSPECT SUBURBAN PRIMARY HEALTH CARE COUNCIL BY: BY: Mayor President ATTEST: Village Clerk Notary Public 15 AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND WINGS PROGRAM, INC. FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS AGREEMENT, entered this day of , 2007, by and between the Village of Mount Prospect (herein referred to as the "Grantee") and WINGS Program, Inc. (herein referred to as the "Sub-Recipient"). WHEREAS, the Grantee has applied for and received Community Development Block Grant (herein referred to as "CDBG") funds from the United States Department of Housing and Urban Development (herein referred to HUD) under Title I of the Housing and Community Development Act of 1974, Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Sub-Recipient to assist the Grantee in utilizing such funds NOW, THEREFORE, it is agreed between the parties hereto that; 1. SCOPE OF SERVICE A. Activities The Sub-Recipient will be responsible for administering a CDBG Year (2007) program in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. This program will include the following activities eligible under the CDBG program. The Grantee elects to contract for services with the Sub-Recipient for the rehabilitation of a Safe House. WINGS mission statement is outlined in the Scope of Services attached herewith as Exhibit A. B. National Obiectives The Sub-Recipient certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives as defined in 24 CRF Part 570.208: I. Benefit Low/Moderate Income Persons; 2. Aid in the prevention or elimination of slums or blight; or 3. Meet a need having a particular urgency/emergency. C. Performance Monitoring The Grantee will monitor the performance of the Sub-Recipient against goals and performance standards required herein. Substandard performance as determined by the Grantee will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by the Sub-Recipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated. II. TIME PERFORMANCE Services of the Sub-Recipient shall start on January 1, 2007 and end on December 31,2007. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Sub-Recipient remains in control of CDBG funds or other assets, including program income. III. PAYMENT It is expressly agreed and understood that the total amount to be paid by the Grantee under this contract shall not exceed $7,000. Payments may be contingent upon certification of the Sub-Recipient's financial management system in accordance with the standards specified in OMB Circular A-I 10 Attachment F. A. Payment Procedures The Grantee will pay to the Sub-Recipient funds available under this contract based upon information submitted by the Sub-Recipient and consistent with any approved budget and Grantee policy concerning payments. The Grantee will not process any invoices received until the Sub-Recipient submits a monthly, quarterly or seasonal report (depending on the reporting system the Sub-Recipient has decided to use) for the requested pay period. The Grantee will determine the appropriate amount to allocate per reporting period depending on the Levels of Accomplishment achieved by the Sub-Recipient. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Sub-Recipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with advance fund and program income balances available in Sub-Recipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Sub-Recipient. 2 B. Indirect Costs If indirect costs are charged, the Sub-Recipient will develop an indirect cost allocation plan for determining the appropriate Sub-Recipient's share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee. C. Program Income The Sub-Recipient shall report all program income as defined at 24 CFR 570.500(a) generated by activities carried out with CDBG funds made available under the contract. The use of program income by the Sub-Recipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Sub- Recipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to the Guarantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury is not program income but needs to be remitted promptly to the Grantee. IV. REPORTING A. Final Report A final report shall accompany the Sub-Recipient's final billing. This report will highlight the accomplishments of the program for the fiscal year, from January 1,2007 to December 31, 2007, summarize the number of Mount Prospect residents served and include the completion of Exhibit B, herein attached. This report shall be due no later than January 15,2008. B. Submission to HUD Subsequent to the execution of this Agreement, the Grantee shall file all necessary documents with HUD and shall comply with all applicable rules and regulations necessary to facilitate acquisition of funds approved for this program by HUD. The Sub-Recipient shall not file any lawsuit against the Grantee or any of its officers or employees as a result of this contract, except that this Section shall not act as a bar to any lawsuits arising from the negligent acts of the Grantee or any of its officers and employees. 3 V. NOTICES & COMMUNICATIONS Notices and communications under this Agreement shall be sent registered or certified mail postage prepaid to the respective parties as follows: Grantee Sub-Recipient Mr. William J. Cooney, Jr. Director of Community Development Village of Mount Prospect 50 S. Emerson Mount Prospect, IL 60056 (847) 818-5328 Fax: (847) 818-5329 Ms. Rebecca Darr Executive Director P.O. Box 95615 Palatine, IL 60095 (847) 963-8910 Fax: (847) 908-0911 VI. GENERAL CONDITIONS A. General Compliance The Sub-Recipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the HUD regulations concerning CDBG). The Sub- Recipient further agrees to utilize funds available under this Agreement to supplement rater than supplant funds otherwise available. The Sub-Recipient shall, at all times, observe and comply with all laws, ordinances or regulations of the Federal, State, County and local government which may in any manner affect the performance of this Agreement, and the Sub-Recipient shall be required to perform all acts under this agreement in the same manner as the Grantee, as a contractor of the Federal Government, is or would be required to perform such acts. Suspension or termination shall occur if the Sub-Recipient materially fails to comply with any term of the award in accordance with 24 CFR 85.44. B. "Independent Contractor" Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parities. The Sub-Recipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life 4 and/or medical insurance and Workers' Compensation Insurance as the Sub-Recipient is an independent Sub-Recipient. C. Hold Harmless The Sub-Recipient shall hold harmless, save and indemnify the Grantee and each and everyone of its officers, agents, employees, servants, attorneys, insurers and successors from any and all claims, demands, causes of actions, expenses, injuries, losses or damages of whatever kind, character of description the Grantee may suffer as a result of any cause, matter, act, or omission arising out of the Sub-Recipient's performance or non-performance, or those acting under it to conform to the statues, ordinances or other regulations or requirements of any governmental authority, in connection with e the Sub-Recipient's performance under this Agreement. The Sub- Recipient agrees to defend any claims brought or actions filed against the Grantee with respect to the subject of the indemnity contained herein, whether such claims or actions are rightfully or wrongfully brought or files. In case of such a claim brought or such an action files, the Grantee agrees that the Sub-Recipient may employ attorneys of its own selection to appear and defend the claim or action on behalf of the Grantee, subject to reasonable approval by the Grantee, at the expense of the Sub- Recipient. The Sub-Recipient, at its option, shall have the sole authority for the direction of the defense. D. Amendments The Grantee or Sub-Recipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations, and approved by the Grantee's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Sub-Recipient from its obligations under this Agreement The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Sub-Recipient. E. Suspension or Termination Either party may terminate this contract at any time by giving written notice to the other party of such termination and specifying the effective date thereof at least 30 5 days before the effective date of such termination. Partial terminations of the Scope of Service in Section I, A above may only be undertaken with the prior approval of the Grantee. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by the Sub-Recipient under this Agreement shall, at the option of the Grantee, become the property of the Grantee, and the Sub-Recipient shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Sub-Recipient materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein; and the Grantee may declare the Sub-Recipient ineligible for any further participation in the Grantee's contracts, in addition to other remedies as provided by the law. In the event there is probable cause to believe the Sub-Recipient is in non-compliance with any applicable rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until such time as the Sub-Recipient is found to be in compliance by the Grantee, or is otherwise adjudicated to be in compliance. VII. ADMINISTRA TIVE REQUIREMENTS A. Financial Management 1. Accounting Standards The Sub-Recipient agrees to comply with Attachment F of OMB Circular A- 110 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles The Sub-Recipient shall administer its program in conformance with OMB Circulars A-I22, "Cost Principles for Non-Profit Organizations or A-21 "Cost Principles for Educational Institutions," as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. OMB Circular A-I22 is included as Exhibit D. B. Documentation and Record-Keeping 1. Records to be Maintained 6 The Sub-Recipient shall maintain all records required by the Federal regulations specified in 24 CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall not include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-11O; and g. Other records necessary to document compliance with Subpart K of24 CFR 570. Said records shall include verification of household income and information on race/national origin and ethnicity. Eligible households for this program must have income below those noted in Exhibit C. The Sub-Recipient may establish program income criteria below that noted in Exhibit C. 2. Income Eligibility The Sub-Recipient shall utilize annual income in determining and documenting income for participating clients. Annual income is the gross amount of income anticipated by all adults in a family during the 12 months following the effective date of determination. To calculate annual income, the Sub-Recipient may choose one (1) of three (3) definitions of income listed below: 1. Annual income as defined under the Section 8 Housing Assistance Payments Program; 2. Adjusted gross income as defined for purposes of reporting under IRS Form 1040 (long form) for Federal individual income tax purposes; or 3. Annual income as defined for reporting under the Census long form for the most rent available decennial Census. Any use of another income format is considered ineligible for HUD and CDBG funding. Please note that grantees must ensure that applicants to their programs and activities are treated equitably. For this reason, the same income definition must be used throughout the activity for each applicant. 7 Additionally, the Sub-Recipient shall maintain copies of any documents used to determine client's income. 3. Retention The Sub-Recipient shall retain all records pertinent to expenditures incurred under this contract for a period of five (5) years after the termination of all activities funded under this Agreement. Records for non-expendable property acquired with funds under this contract shall be retained for five (5) years after final disposition of such property. Notwithstanding the above, if there are claims, litigation, audits, negotiations or other actions that involve any of the records cited that have started before the expiration of the three-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the three-year period, whichever occurs later. 4. Client Data The Sub-Recipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 5. Disclosure The Sub-Recipient understands that client information collected under this contract is private. The use or disclosure of such information, when not directly connected with the administration of the Grantee's or Sub-Recipient's responsibilities with respect to services provided under this contract, is prohibited, unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 6. Property Records The Sub-Recipient shall maintain a real property inventory, which identifies properties purchased, improved or sold using CDBG funds. Properties retained shall continue to meet eligibility criteria and shall conform with the "changes in use" restrictions specified in 24 CFR Parts 570.503(b )(8), as applicable. 7. Close-Outs The Sub-Recipient's obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall 8 include, but are not limited to: making final payments, disposing of program assets (including the return of unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. 8. Audits & Inspections All Sub-Recipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, their designees or the Federal Government, at any time during normal business hours, as often as the Grantee or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Sub-Recipient with 30 days after receipt by the Sub-Recipient. Failure of the Sub-Recipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Sub- Recipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning Sub-Recipient audits and, as applicable OMB Circular A-I33. 9. A vailability of Law. Regulations and Orders The Grantee shall, upon the request of the Sub-Recipient, provide copies of all laws, regulations and orders, including those cited in this contract which regulate operation of the CDBG-funded programs, or which might otherwise affect the performance of this Agreement. This Agreement include program income requirements (See Section V, C, 1: Program Income.) set forth in section 24 CFR 570.504 (c) but is not applicable to the Sub-Recipient and uniform administrative requirements described in section 24 CFR 570.502. C. Procurement 1. Compliance The Sub-Recipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non- expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this contract. 2. OMB Standards 9 The Sub-Recipient shall procure all materials, property, or services in accordance with the requirements of Attachment 0 of OMB Circular A-II 0, Procurement Standards, and shall subsequently follow Attachment N, Property Management Standards as modified by 24 CFR 570.502(b)(6), covering utilization and disposal of property. 3. Travel The Sub. Recipient shall obtain written approval from the Grantee for any travel outside the metropolitan area with funds provided under this contract. VIII. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights 1. Compliance The Sub-Recipient agrees to comply with the Illinois Human Rights Act (Act 7751LCS 5-1-101 et seq.) and with Title VIII of the Civil Rights Act of 1968 as amended, Section 1 04(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246 as amended by Executive Orders 11375 and 12086. 2. Nondiscrimination The Sub-Recipient shall not discriminate against any worker, employee, applicant for employment or any member of the public because of race, color, creed, religion ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. Such affirmative action shall include, but not be limited to the following: employment, upgrading demotion or transfer, termination, compensation, and selection for training including apprenticeship. The 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. This policy of non-discrimination and affirmative action shall be applicable with regard to both the Sub-Recipient's internal personnel practices and its actions in the performance of this Agreement. The Sub-Recipient hereby certifies that 1-9 forms are current and employment verification has been completed regarding all employees. The Sub-Recipient agrees and authorizes the Grantee and HUD to conduct compliance reviews or any other procedures to assure compliance with these provisions, subject to applicable 10 laws and regulations concerning privacy and reasonable notice to the Sub- Recipient. B. Conduct 1. Assignments The Sub-Recipient shall not assign the Agreement or any part thereof and the Sub-Recipient shall not transfer or assign any funds or claims due or to be come due hereunder without the prior written approval of the Village Manager. Any transfer or assignment of funds pursuant to this agreement, either in whole or in part, or any interest therein shall be due to the Sub-Recipient shall be deemed of no force or effect and shall not be binding upon the Grantee. 2. Prohibited Activity The Sub-Recipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities: sectarian or religious activities; lobbying, political patronage, and nepotism activities 3. Conflict of Interest The Sub-Recipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under the Agreement. The Sub-Recipient further covenants that in the performance of this Agreement no person having such a financial interest shall be employed or retained by the Sub-Recipient hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer or elected official or appointed official of the Grantee, or of any designated public agencies or Sub-Recipients which are receiving funds under the CDBG Entitlement Program. 4. Lobbying The Sub-Recipient hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, 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 11 Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into 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 this Federal contract, grant, loan or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all Sub- Recipients shall certify and disclose accordingly; and d. Lobbying Certification - Paragraph d 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. 5. Religious Organizations The Sub-Recipient agrees that funds provided under this contract will not be utilized for religious activities to promote religious interests, or for the benefit of a religious organization in accordance with the Federal regulations specified in 24 CR 570.200(j). 6. Reversion of Assets Upon expiration of this Agreement, the Sub-recipient shall transfer to the Village any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the Sub-recipient's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to the sub-recipient in the form ofa loan) in excess of $25,000 shall either: 12 a. Be used to meet one of the national objectives in Section 570.208 (formerly Section 570.901) of the CDBG regulations until five years after expiration of the Agreement; or b. If the real property is not used in accordance with paragraph 6a above, the Sub-recipient shall pay to the Village an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the Village. No payment is required after the period of time specified in paragraph 6a of this section. IX. SEVERABILITY If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby, and all other parts of this Agreement shall nevertheless be in full force and effect. 13 IN WITNESS WHEREOF, the Parties have executed this contract: THE VILLAGE OF MOUNT PROSPECT SUBURBAN PRIMARY HEALTH CARE COUNCIL BY: BY: Mayor President ATTEST: Village Clerk Notary Public 15 MEMORANDUM Village of Mount Prospect Community Development Department FROM: DIRECTOR OF COMMUNITY DEVELOPMENT TO: VILLAGE MANAGER MICHAEL E. JANONIS DATE: APRIL 26, 2007 2007 DOWNTOWN SATURDAY NIGHT CAR SHOWS SUBJECT: The Village Board agenda for May 1, 2007 includes a resolution granting a license to the Mount Prospect Downtown Merchants Association to operate the "Saturday Night Blues Mobile Car Shows" downtown in the west Metra lot from May 19, 2007 through September 29,2007. The resolution granting the license includes the hold harmless agreement and the requirement to carry liability insurance and a non-discrimination clause for participants and vendors. The grant of license also incorporates the requirement of all vendors to follow all applicable Village codes. Any businesses wishing to sell food at the event may only do so from a licensed cart, approved through the Community Development Environmental Health Division. Staff is requesting Village Board approval of the resolution. MPDMA representatives will be present at the meeting to answer any questions. ~~1J ~, iIIiam U. Cooney, AICP ~ RESOLUTION NO. A RESOLUTION AUTHORIZING EXECUTION OF A GRANT OF LICENSE WITH THE DOWNTOWN MOUNT PROSPECT MERCHANTS ASSOCIATION TO CONDUCT WEEKLY CAR SHOWS WHEREAS, the Village of Mount Prospect supports the summer "Blues Mobile Cruise Night" car shows held in the commuter parking lots; and WHEREAS, the President and Board of Trustees of the Village of Mount Prospect have determined that the best interests of the Village would be served by entering into a Grant of License between the Village and the Downtown Mount Prospect Merchants Association in order to conduct the annual Car Shows from May 19, 2007 through September 29, 2007. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the President and Board of Trustees of the Village of Mount Prospect do hereby authorize the execution of a Grant of License to the Downtown Mount Prospect Merchants Association to conduct the Car Show on Union Pacific Railroad property, which property is leased by the Village and under the control of said Village, a copy of the Grant of License is attached hereto and hereby made a part of as Exhibit "A". SECTION TWO: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: NAYS: PASSED and APPROVED this _day of May, 2007. ATTEST: Irvana K. Wilks Mayor M. Lisa Angell Village Clerk H:\PLAN\Downtcwn\DMA\DMA Events\ear show msolutlon2007 doc Mount Prospect Village of Mount Prospect 50 South Emerson Street Mount Prospect, Illinois 60056 Phone: 847/392-6000 www.mountprospect.org Exhibit" A" GRANT OF LICENSE The Village of Mount Prospect hereby grants a license to the DOWNTOWN MOUNT PROSPECT MERCHANTS ASSOCIATION (licensee) for the purpose of operating a Car Show on the parking lots located at the Union Pacific Railroad property located both east and west of Main Street/Elmhurst Road, which property is currently leased by the Village of Mount Prospect from the Union Pacific Railroad Company. This License is subject to the following conditions: 1. The term of the License shall be from May 19, 2007 through September 29, 2007. 2. Each vendor selling food at the Car Show shall utilize a food cart licensed by the Village of Mount Prospect Environmental Health Division and in compliance with all health and sanitation regulations of the Village and the State of Illinois. 3. This License shall be revocable at any time by the corporate authorities of the Village of Mount Prospect if the licensee or any vendor is in violation of state or local laws or this Grant of License. 4. Within ten (10) days of the execution of this Grant of License, the licensee shall submit to the Village Manager a pro forma revenue and expense statement setting forth certification fees and estimated revenues, expenses, management fees, if any, and the proposed disposition of potential net revenues. 5. Prior to November 30,2007, the licensee shall issue a written report to the Village Manager outlining the financial aspects of running the Car Show, problems encountered in the year 2007 season, along with proposed solutions, proposals for improving the Car Show and the outlook for the future of the Car Show. 6. The licensee shall possess a Certificate of Insurance for public liability insurance in an amount of not less that $1,000,000 per occurrence naming both the Village of Mount Prospect and the Union Pacific Railroad Company as additional insured. 7. The licensee/grantee shall not discriminate against any employee, applicant, volunteer, authorized vendor or event participant because of race, color, religion, sex, sexual orientation, marital status, national origin or ancestry, citizenship status, age, physical or mental handicap unrelated to ability, military status or an unfavorable discharge from military service. Page 2/2 Car Show License 2007 This Grant of License is personal to the DOWNTOWN MOUNT PROSPECT MERCHANTS ASSOCIATION and may not be transferred to any other person or entity. Dated this _ day of May 2007. VILLAGE OF MOUNT PROSPECT By: Michael E. Janonis Village Manager APPROVED/ACCEPTED: for the Downtown Mount Prospect Merchants Association Village of Mount Prospect 50 South Emerson Street Mount Prospect, Illinois 60056 Phone: 847/392-6000 www.mountprospect.org EXHIBIT "B" HOLD HARMLESS WHEREAS, DOWNTOWN MOUNT PROSPECT MERCHANTS ASSOCIATION ("GRANTEE") has requested permission of the corporate authorities of the Village of Mount Prospect, ("GRANTOR") to operate a Car Show within the parking lots located on the Union Pacific Railroad property, located both east and west of Main StreeVElmhurst Road; and WHEREAS, the Mayor and Board of Trustees of the Village of Mount Prospect did adopt Resolution No. on May ,2007, entitled "A Resolution Authorizing Execution of a License "to the Downtown Mount Prospect Merchants Association to Conduct the Annual Car Show in the Village". NOW, THEREFORE, upon the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt of sufficiency of which are hereby acknowledged, the GRANTOR has granted a Grant of License to GRANTEE to operate a Car Show within the parking lots located on the Union Pacific Railroad property, located on both the east and west sides of Main StreeVElmhurst Road, which license is conveyed, however, subject to the following terms, covenants and conditions: 1. The GRANTOR may at any future time after the date hereof revoke the License referenced herein and without notice to the GRANTEE and without cost to either the GRANTOR or his/her successors or assigns. 2. Upon such revocation of said License by the GRANTOR, and with written notice of said revocation to the GRANTEE, the GRANTEE shall cease operation of said Car Show. 3. GRANTEE shall at all times, and under all circumstances, indemnify, protect, and save harmless the GRANTOR, its grantees, licensees, agents, lessees and invitees, from and against any and all damages, losses, claims, demands, actions, and causes of action whatsoever (including any reasonable costs, expenses, and attorneys' fees which may be incurred in connection therewith) whether or not the claim, demand or other action asserted by meritorious, and which results from or is alleged to arise as a result of the activity being the subject of this Agreement. 4. GRANTOR shall not be liable to GRANTEE, her grantees, licensees, agents, lessees, or invitees for any damages or injuries (including death) to any person thereof except to the extent that injuries or damages are caused by the negligent, willful, or malicious misconduct of GRANTOR. Page 2/2 Car Show Hold Harmless 5. Any notice herein provided to be given shall be deemed properly given if in writing and delivered personally or mailed to the GRANTOR at: 50 South Emerson Street Mount Prospect, Illinois 60056 or to the GRANTEE at: P. O. Box 632 Mount Prospect, Illinois 60056 or to such other person or address as the parties hereto may from time to time designate upon written notice. 6. This Agreement shall insure to the benefit of and be binding upon the parties hereto and their respective successors in interest. IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed by their proper officers, thereunto duly authorized and their respective seals to be affixed this day of May, 2007. DOWNTOWN MOUNT PROSPECT MERCHANTS ASSOCIATION By: VILLAGE OF MOUNT PROSPECT, a municipal corporation By: Michael E. Janonis Village Manager ATTEST: M. Lisa Angell Village Clerk H:\PLAN\Downtown\DMA\DMA Events\car show resolution2007.doc Mount Prospect Mount Prospect Public Works Department ~ INTEROFFICE MEMORANDUM TO: VILLAGER MANAGER MICHAEL E. JANONIS VILLAGE CLERK LISA ANGELL ~. ~ FROM: VILLAGE ENGINEER DATE: APRIL 25, 2007 SUBJECT: ARMENIAN CHURCH 905 WEST GOLF ROAD Attached please find the Village Board Approval and Acceptance form for the subject project. The project has been satisfactorily completed and I recommend approval of this project. Please place this in line for inclusion at the May 1, 2007 Village Board Meeting. ~ ~ulbecker Cc: Glen R. Andler, Public Works Director H: \Engineering\Development\DEV\BOARDACC\ArmenianChurchMm VILLAGE BOARD ACCEPTANCE OF PUBLIC IMPROVEMENT AND/OR PRIVATE IMPROVEMENT APPROVAL PROJECT: ARMENIAN CHURCH LOCATION: 905 West Golf Road DATE: April 23, 2007 ST AFF APPROVAL ENGINEERING DRAWINGS APPROVED: PLAT OF SUBDNISION RECENED: PLAT OF SUBDNISION RECORDED: AS BUILT PLANS REVIEWED AND APPROVED: PUBLIC WORKS APPROVAL: COMMUNITY DEVELOPMENT APPROVAL: FIRE DEPARTMENT APPROVAL: ~ l ENGINEER CLERK CLERK ENGINEER PUB.WKS.DIR. COMM.DEV.DIR. FIRE PREVENTION PUBLIC IMPROVEMENTS FOR ACCEPTANCE BY VILLAGE SIDEWALK STREET LIGHTS 1,065 S. F. Covenant PRIVATE IMPROVEMENTS APPROVED WATER SERVICE SANITARY SEWER SERVICE STORM SEWER STORMW A TER DETENTION PARKING LOT SITE LIGHTING LANDSCAPING Complete Complete Complete Complete Complete Complete Complete APPROVED BY THE BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, THIS DAY OF ,2007. Village Clerk J Mount Prospect Mount Prospect Public Works Department INTEROFFICE MEMORANDUM FROM: VILLAGE ENGINEER TO: VILLAGER MANAGER MICHAEL E. JANONIS VILLAGE CLERK LISA ANGELL DATE: APRIL 25, 2007 SUBJECT: STONEGATE MANOR 501 - 507 CAMP McDONALD ROAD Attached please find the Village Board Approval and Acceptance form for the subject project. The project has been satisfactorily completed and I recommend approval of this project. Please place this in line for inclusion at the May 1, 2007 Village Board Meeting. . ~~ Cc: Glen R. Andler, Public Works Director H: \Engineering\Development\DEV\BOARDACC\StonegateMm VILLAGE BOARD ACCEPTANCE OF PUBLIC IMPROVEMENT AND/OR PRIV A TE IMPROVEMENT APPROVAL PROJECT: STONE GATE MANOR LOCATION: 501 - 507 Camp McDonald Road DATE: April 23. 2007 STAFF APPROVAL ~ ~ ~ ENGINEER CLERK CLERK ENGINEER PUB.WKS.DIR. COMM.DEV.DIR. FIRE PREVENTION ENGINEERING DRAWINGS APPROVED: PLAT OF SUBDIVISION RECEIVED: PLAT OF SUBDIVISION RECORDED: AS BUILT PLANS REVIEWED AND APPROVED: PUBLIC WORKS APPROVAL: COMMUNITY DEVELOPMENT APPROVAL: FIRE DEPARTMENT APPROVAL: PUBLIC IMPROVEMENTS FOR ACCEPTANCE BY VILLAGE SIDEWALK PRIVATE IMPROVEMENTS APPROVED WATER MAIN and SERVICES SANITARY SEWER SERVICES STORM SEWER STORMW ATER DETENTION STREETS and PARKING SIDEWALK SITE LIGHTING LANDSCAPING 1.205 S. F. Complete Complete Complete Complete Complete Complete Complete Complete . APPROVED BY THE BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, THIS DAY OF ,2007. Village Clerk Mount Prospect Mount Prospect Public Works Department INTEROFFICE MEMORANDUM TO: VILLAGER MANAGER MICHAEL E. JANONIS VILLAGE CLERK LISA ANGELL l>~~ FROM: VILLAGE ENGINEER DATE: APRIL 25, 2007 SUBJECT: TACO BELL 2410 E. RAND ROAD Attached please find the Village Board Approval and Acceptance form for the subject project. The project has been satisfactorily completed and I recommend approval of this project. Please place this in line for inclusion at the May 1, 2007 Village Board Meeting. ~~ Cc: Glen R. Andler, Public Works Director H:\Engineering\Development\DEV\BOARDACC\ TacoBellRandMm VILLAGE BOARD ACCEPTANCE OF PUBLIC IMPROVEMENT AND/OR PRIVATE IMPROVEMENT APPROVAL PROJECT: TACO BELL LOCATION: 2410 E. Rand Road DATE: April 23. 2007 STAFF APPROVAL ENGINEERING DRAWINGS APPROVED: PLAT OF SUBDNISION RECENED: PLAT OF SUBDNISION RECORDED: AS BUILT PLANS REVIEWED AND APPROVED: PUBLIC WORKS APPROVAL: COMMUNITY DEVELOPMENT APPROVAL: FIRE DEPARTMENT APPROVAL: J-' ..,.r ~/~ tf! ENGINEER CLERK CLERK ENGINEER PUB.WKS.DIR. COMM.DEV.DIR. FIRE PREVENTION PUBLIC IMPROVEMENTS FOR ACCEPTANCE BY VILLAGE W A TERMAIN 542' - 8" D. I. pipe PRIVATE IMPROVEMENTS APPROVED WATER SERVICE SANITARY SEWER SERVICE STORM SEWER STORMW ATER DETENTION PARKING LOT SITE LIGHTING LANDSCAPING Complete Complete Complete Complete Complete Complete Complete APPROVED BY THE BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, THIS DAY OF ,2007. Village Clerk