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HomeMy WebLinkAboutRes 11-13 05/21/2013 Agreement with Alden Foundation to Award Community Development Block Grant - Horizon Apartments 1703 E. KensingtonRESOLUTION NO. 11 -13 A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND THE ALDEN FOUNDATION TO AWARD COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS FOR DEVELOPMENT OF THE MOUNT PROSPECT HORIZON APARTMENTS AT 1703 E. KENSINGTON ROAD, MOUNT PROSPECT WHEREAS, the Village of Mount Prospect is a home rule municipal corporation; and WHEREAS, the Village is a grantee of Community Development Block Grant funds (referred to as "CDBG funds ") provided by the U.S. Department of Housing and Urban Development; and WHEREAS, the Village may use CDBG funds for capital acquisition and improvement activities to meet the needs of the elderly, low- income, disabled, and families in crisis; and WHEREAS, Alden Foundation, an Illinois not - for - profit corporation, has made application to the Village (and the Village has approved such application) for a grant of certain CDBG funds for the acquisition and development of the property located at 1703 E. Kensington, Mount Prospect, Illinois, for a 92 unit multifamily housing project, known as the Mount Prospect Horizon Apartments, of which 91 units will be reserved for low - income individuals and 1 unit shall be a manager's units; and WHEREAS, the President and Board of Trustees have determined that it is in the best interests of the Village and its residents to award such CDBG funds subject to the terms and conditions set forth in the Community Development Block Grant Agreement Between the Village of Mount Prospect and Alden Foundation, Mount Prospect Horizon Apartments, a copy of which is attached hereto and incorporated herein as Exhibit 1. NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE MOUNT PROSPECT, COOK COUNTY, ILLINOIS, ACTING PURSUANT TO ITS HOME RULE POWER, RESOLVES AS FOLLOWS: SECTION 1 : That the recitals as set forth above are incorporated herein by reference and made a part hereof as material and operative provisions of this Resolution. SECTION 2 : That the Village President and the Village Clerk are hereby authorized to execute the Community Development Block Grant Agreement Between the Village of Mount Prospect and Alden Foundation, Mount Prospect Horizon Apartments, in substantially the form set forth in Exhibit 1. SECTIONS The Village President or her designee is hereby authorized and directed to take such additional actions, to make further determinations, to pay such costs, and to 308477_1 execute and deliver such additional instruments (including any amendments, agreements or supplements) as she deems necessary or appropriate to carry into effect this Resolution. SECTION 4 : That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: Hoefert, Korn, Polit, Rogers, Zadel NAYS: None ABSENT: Matuszak PASSED and APPROVED this 21 day of May, 2013. (.( - Arlene A. Jurace Mayor ATTEST: Lisa Angell Village Clerk 3084771 2 COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND THE ALDEN FOUNDATION MOUNT PROSPECT HORIZON APARTMENTS This COMMUNITY DEVELOPMENT BLOC GRANT AGREEMENT (the "PROJECT AGREEMENT ") is entered into as of th ay of 2013, by and between the VILLAGE OF MOUNT PROSPECT, Illinois, a hom rule Illinois municipal corporation with offices at 50 Emerson Street, Mount Prospect, Illinois ( "VILLAGE ") and THE ALDEN FOUNDATION, an Illinois not - for - profit corporation, having a principal place of business at 4200 West Peterson, Chicago, IL 60646 ( "DEVELOPER "). RECITALS WHEREAS, the VILLAGE has the authority to make all contracts and do all other acts in relation to property and concerns of the VILLAGE necessary to the exercise of its corporate powers, and to enter into agreements for the purposes of receiving funds from the United States government under the "Housing and Community Development Act of 1974 ", and other subsequent housing acts, and may disburse those funds and other VILLAGE funds for community development and other housing program activities; and WHEREAS, VILLAGE has been a participating jurisdiction in the United States Department of Housing and Urban Development ( "HUD ") Housing and Community Development Program since 1981, and has applied for Community Development Block Grant ( "CDBG ") Funds from HUD as provided by the Housing and Community Development Act of 1974, as amended (P.L. 93- 383)( "ACT"); and WHEREAS, VILLAGE, in accordance with its application to HUD, may use CDBG funds for capital acquisition and improvement activities to meet the needs of the elderly, low - income, disabled, and families in crisis; and WHEREAS, DEVELOPER has made application to VILLAGE (the "APPLICATION "), a copy of which is attached hereto as Exhibit A, for a grant of a portion of VILLAGE's Community Development Block Grant funds ( "CDBG FUNDS" or "GRANT FUNDS ") which shall be used for the acquisition (and/or infrastructure costs) of the property located at 1703 E. Kensington. Mount Prospect, Illinois, such property legally described on Exhibit B hereto, which shall be developed for a ninety -two (92) unit multifamily housing project thereon (hereafter, the "Mount Prospect Horizon Apartments" or "PROJECT "), of which ninety -one (91) units will be reserved for low- income seniors and one (1) unit shall be a manager's units, as described in the APPLICATION; and WHEREAS, VILLAGE has considered and approved the APPLICATION and hereby agrees to distribute to DEVELOPER a portion of the total CDBG FUNDS allotted to the VILLAGE with the portion distributed to DEVELOPER being in an amount and upon the conditions provided herein; and 308459_1 WHEREAS, VILLAGE and DEVELOPER enter into this PROJECT AGREEMENT pursuant to their respective powers to enter into such agreements, as those powers are defined in the Illinois Constitution and applicable Federal and State statutes. NOW, THEREFORE, in consideration of the premises, the mutual covenants, terms and conditions hereinafter set forth, and the understandings of each party to the other, the parties do hereby mutually covenant, promise and agree as follows: I. INCORPORATION AND CONSTRUCTION A. All recitals set forth above are incorporated herein and made part hereof, the same constituting the factual basis for this PROJECT AGREEMENT. B. The section headings of the paragraphs and subparagraphs of this PROJECT AGREEMENT are for convenience of reference only and shall not be deemed to constitute part of this PROJECT AGREEMENT or to affect the construction hereof. II. STATEMENT OF WORK AND ELIGIBLE COSTS A. Statement of Work Summary: DEVELOPER hereby agrees to perform the activities described in this Section II, in accordance with the time periods specified in Section IV hereof, and to utilize the CDBG FUNDS for eligible costs associated with the development of the PROJECT. B. Statement of Work Specifics: the CDBG FUNDS shall be used to pay for or reimburse the Developer for costs of land acquisition and/or infrastructure costs in connection with the construction of the PROJECT. C. Eligible Costs: DEVELOPER agrees to administer the PROJECT in accordance with: the ACT; Title 24 CFR Part 570 (Community Development Block Grants); and other applicable federal, state, and local laws, ordinances and regulations. DEVELOPER shall require such compliance and assurances in all lower tier contracts and subcontracts financed in whole or in part with the CDBG FUNDS. DEVELOPER shall perform all acts with responsibility to VILLAGE in the same manner as VILLAGE is required to perform all acts with responsibility to the Federal government. The scope of activities to be performed, pursuant to this PROJECT AGREEMENT, will be governed by, and limited to, the following: 1. DEVELOPER may not request disbursement of funds under this PROJECT AGREEMENT until the funds are needed for payment of eligible costs. The amount of each request must be limited to eligible costs as determined by the VILLAGE. 2. VILLAGE shall provide CDBG FUNDS to DEVELOPER to reimburse DEVELOPER or its affiliates for eligible costs that the VILLAGE determines to be customary and reasonably associated with the PROJECT. III. BUDGET; TERMS OF CDBG FUNDING; REIMBURSEMENT PROCEDURES 308459_1 A. CDBG FUNDS in the amount of Fifty Thousand and 00 /100 Dollars ($50.000.00) shall be made available to DEVELOPER for payment of eligible costs described in Section II. B. above, upon approval and adoption of this PROJECT AGREEMENT by the corporate authorities of the VILLAGE and receipt of CDBG funds from the Department of Housing and Urban Development, or, in the alternative, VILLAGE may provide corporate funds to DEVELOPER for payment of such costs, and reimburse itself with CDBG Funds as permitted under the applicable regulations. B. In the event that any one or more of the following conditions occurs, and remain following the expiration of the cure period set forth set forth herein, the DEVELOPER shall be considered in default and the VILLAGE may pursue repayment of the CDBG FUNDS from Developer: 1. The DEVELOPER fails to design, construct, maintain, and operate the PROPERTY as affordable rental housing for elderly households whose incomes are at the levels described in the Program Description, attached as Exhibit A to the APPLICATION. 2. The DEVELOPER files any petition in bankruptcy, or for a receiver, or insolvency, or for reorganization of composition, or makes any assignment for the benefit of creditors or to a trustee for creditors, or permits an adjudication in bankruptcy for the taking of possession of the PROPERTY or any part thereof by the receiver, or the seizure and sale of the PROPERTY or any part thereof under judicial process or pursuant to any power of sale, and fails to have such adverse action set aside within forty-five (45) days. 3. The DEVELOPER transfers title to the PROPERTY without the prior express written consent of the VILLAGE (other than to the Affiliate of DEVELOPER, which, for purposes of this AGREEMENT, is Mount Prospect Horizon Limited Partnership (the "AFFILIATE "), so long as Mount Prospect Horizon, Inc. remains the general partner of Mount Prospect Horizon Limited Partnership 4. The DEVELOPER fails to maintain the PROPERTY and its grounds and equipment pertinent thereto according to applicable Housing Quality Standards and all local and state codes and ordinances. 5. The DEVELOPER fails to comply with the terms of this PROJECT AGREEMENT. If a condition of default does not occur prior to the initial occupancy of fifty -one percent (51 %) of the housing units, repayment of the CDBG Funds to the VILLAGE shall be waived. C. Payment for construction of the PROPERTY shall be subject to the submission of Request for Payment form or Owner's Sworn Statement with supporting information as may be reasonably required by the VILLAGE. IV. SCHEDULE FOR COMPLETION AND TIMELINESS; TERM OF AGREEMENT 308459_1 A. Time is of the essence for this PROJECT AGREEMENT. DEVELOPER shall be responsible for meeting the completion dates for the activities listed below. If DEVELOPER does not meet a completion date, DEVELOPER shall immediately submit a revised implementation schedule for approval by VILLAGE. Failure to achieve these deadlines shall be cause for the Village to receive repayment of the CDBG FUNDS. ACTIVITY COMPLETION DATE 1. 50% completion of PROJECT January 31, 2014 2. 100% completion of PROJECT December 31, 2014 The completion date for the PROJECT (the "PROJECT COMPLETION DATE ") shall be the date upon which all of the construction work for the PROJECT has been completed, as evidenced by a final certificate of occupancy issued by VILLAGE. B. If DEVELOPER is delayed in the completion of the PROJECT by any cause legitimately beyond its control, as determined by the VILLAGE, such that it cannot complete the PROJECT by the December 31, 2014, it shall immediately give written notice to the VILLAGE of the anticipated delay, the reasons therefore and request an extension of time for completion of the PROJECT. Upon review and approval of the VILLAGE's Director of Community Development, or designee, the time for completion may be extended for a maximum of six (6) months. C. This PROJECT AGREEMENT shall remain in full force and effect until there is initial occupancy of fifty -one percent (51 %) of the housing units. V. UNIFORM ADMINISTRATIVE REQUIREMENTS A. DEVELOPER must comply with applicable portions of 24 CFR Part 84, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non - Profit Organizations. These regulations implement OMB Circular 110 and set forth uniform requirements for nonprofit organizations, including financial management systems, property standards, procurement standards, reporting and record keeping. B. DEVELOPER must comply with the requirements and standards of OMB Circular A -122, "Cost Principles for Non - profit Organizations." This Circular establishes principles for determining allowable costs. C. DEVELOPER must comply with OMB Circular A -133, Audits of States, Local Governments, and Non - Profit Organizations, "Audit Requirements." For any year that DEVELOPER expends more than $500,000 in Federal funds, DEVELOPER must have a single audit which includes its financial statements and its federal awards from all applicable federal programs. Notwithstanding the foregoing, if CDBG funding is the sole source of federal funds during any year in which DEVELOPER expends more than $500,000 in federal funds, a program - specific audit may be conducted. 308459_1 4 VI. OTHER PROGRAM REQUIREMENTS A. Unless otherwise provided, all notices required under this AGREEMENT shall be made in writing and addressed or delivered as follows: TO THE VILLAGE OF MOUNT PROSPECT- The Village of Mount Prospect 50 S. Emerson Street Mount Prospect, Illinois 60056 ATTN: Director of Community Development TO DEVELOPER: The Alden Foundation 4200 West Peterson Avenue Chicago, Illinois 60646 ATTN: Beth Denies, Executive Director Notices shall be deemed effective when received by personal service or registered or certified U.S. mail, postage prepaid and receipt requested, to the address so specified. Either Party may, by written notice to the other, change its own mailing address. B. The PROJECT will be conducted and administered in compliance with applicable state and federal civil rights and fair housing laws, including, but not limited to: 1. The Illinois Human Rights Act (775 ILCS 511 -101 et seq.), Title VI of the Civil Rights Act of 1964 (Pub. L. 88 -352, 42 U.S.C. §2000d et seg., as amended) and implementing regulations issued at 24 CFR Part 1. 2. Title VIII of the Civil Rights Act of 1968 (Pub. L. 90 -284, 82 Stat. 73, 45 U.S.C. §3601 et seq.), as amended; and that the DEVELOPER will administer all programs and activities related to housing and community development in a manner to affirmatively further fair housing. 3. The Fair Housing Act of 1968 and the Fair Housing Amendments Act of 1988, as amended, (42 U.S.C. § §3601 -20). 4. Executive Order 11063, as amended by Executive Order 12259 (Equal Opportunity in Housing), and implementing regulations in 24 CFR Part 107. 5. Age Discrimination Act of 1975 (Pub. L. 94 -135), as amended, and implementing regulations when published for effect. C. Section 109 of the ACT requires that no person in the United States shall on the grounds of race, color, national origin, religion, or sex be excluded from participation in, 308459_1 be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance made available to the ACT. Discrimination on the basis of age is also prohibited, except to the extent that age is a qualifying condition for occupancy under any other financing, including HUD Section 202 financing, DEVELOPER presently receives or may in the future receive for the Mount Prospect Horizon Apartments. D. If the PROJECT is for a capital improvement on a facility or for construction of residential property if such property contains more than seven (7) units, the DEVELOPER shall comply with the Federal Labor Standards and Prevailing Wage Rates, including the conducting of employee interviews of the contractor and/or subcontractors at the job site. Since this PROJECT is considered capital improvement on a facility, this paragraph shall apply. E. VILLAGE is responsible for the preparation of environmental review for the PROJECT and enforcement of environmental standards. VILLAGE and DEVELOPER agree and acknowledge that this PROJECT AGREEMENT does not constitute a commitment of funds or site approval for a particular PROPERTY, and that such commitment of funds or approval may occur only upon satisfactory completion of environmental review under 24 CFR Part 58. DEVELOPER shall supply all information requested by VILLAGE to complete such review, shall carry out any mitigating measures required by VILLAGE, and shall not acquire, rehabilitate, convert, lease, repair or construct property, nor commit or expend CDBG or local funds for a PROPERTY until VILLAGE has completed an environmental review to the extent required under 24 CFR Part 58 and has given notification of its approval in accordance with 24 CFR Part 58. F. DEVELOPER shall comply with the relocation requirements of Title II and the acquisition requirements of Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and the implementing regulations at 24 CFR Part 42, as amended. No person(s) shall be displaced as part of this PROJECT. G. DEVELOPER shall not use debarred, suspended or ineligible contractors or subcontractors in carrying out this PROJECT. H. DEVELOPER shall comply with administrative and procurement requirements in accordance with 24 CFR Part 84, including the conflict of interest provisions and the following provisions, to assure the best available price for any subcontracts for construction activities associated with the PROJECT: I. In the acquisition and disposition of real property and the provision of assistance, in accordance with 24 CFR §570.611, no person who exercises or has exercised any functions or responsibilities with respect to CDBG activities, or who is in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from a CDBG assisted activity, or have a financial interest in any contract, subcontract, or agreement with respect to a CDBG assisted activity, or with respect to the proceeds of the CDBG assisted activity, either for themselves or those with whom they have business or immediate 308459_1 6 family ties, during their tenure or for one year thereafter. This applies to any person who is an employee, agent, consultant, or officer of DEVELOPER. J. The Architectural Barriers Act, the Americans with Disabilities Act, and the Construction Act of 1973, and their amendments, shall be followed, to the extent applicable to the PROJECT. K. DEVELOPER agrees that to the best of its knowledge, neither the PROJECT nor the funds provided therefore, and its personnel employed in the administration of the program shall be in any way or to any extent engaged in the conduct of political activities in contravention of Chapter 15 of Title 5, United States Code, referred to as the Hatch Act. L. DEVELOPER certifies, to the best of its knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. 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, the undersigned shall complete and submit Standards Form — LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions and pursuant to 31 USC § 1352. 3. 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. M. The DEVELOPER certifies that it will provide a drug -free workplace by: 1. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the DEVELOPER's workplace and specifying the actions that will be taken against employees for violation of such prohibition; 2. Establishing a drug -free awareness program to inform employees about 308459_1 7 (a) The dangers of drug abuse in the workplace; (b) The DEVELOPER's policy of maintaining a drug -free workplace; (c) Any available drug counseling, construction, and employee assistance programs; and (d) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. 3. Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph 1 above; 4. Notifying the employee in the statement required by paragraph 1 above that, as a condition of employment under the grant, the employee will: (a) Abide by the terms of the statement; and (b) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction; 5. Notifying the Village within ten (10) days after receiving notice under subparagraph 4(b) from an employee or otherwise receiving actual notice of such conviction; 6. Taking one of the following actions, within 30 days of receiving notice under subparagraph 4(b) with respect to any employee who is so convicted: (a) Taking appropriate personnel action against such an employee, up to and including termination; or (b) Requiring such employee to participate satisfactorily in a drug abuse assistance or construction program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; 7. Making a good faith effort to continue to maintain a drug -free workplace through implementation of paragraphs 1 -6 above. VII. VILLAGE'S OBLIGATION UNDER THE AGREEMENT A. VILLAGE shall forthwith file all applicable documents and shall comply with all applicable rules and regulations to secure a release of CDBG FUNDS for the PROJECT. VIII. RECORDS & REPORTS A. DEVELOPER authorizes VILLAGE, HUD, and the Comptroller General of the United States to conduct on -site reviews, to examine, inspect, and audit the DEVELOPER'S records, rental applications and to conduct any other procedures or practices to assure compliance with the provisions of this PROJECT AGREEMENT upon demand. 308459_1 8 B. At the request of VILLAGE, the DEVELOPER shall furnish immediately, if required by the Comptroller General, otherwise within three (3) business days of such request, such reports, budgets, certifications and other documents required pursuant to federal, state, or VILLAGE rules, regulations and policies that are applicable to the PROJECT and shall give specific answers to questions from the VILLAGE, from time to time, relative to the DEVELOPER'S contracts and operations in connection with the PROJECT. C. DEVELOPER shall submit all required information to show compliance with applicable laws, rules and regulations, as specified in this PROJECT AGREEMENT, including but not limited to: tenant income documentation and other data requested by VILLAGE necessary to complete VILLAGE'S reporting requirements to HUD. D. DEVELOPER shall maintain the following records: 1. During the tmer of the PROJECT AGREEMENT, all financial and programmatic records, supporting documents, and statistical records relating to the PROJECT. 2. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the PROJECT AGREEMENT, the records must be retained until completion of the action and resolution of all issues which arise from it. 3. DEVELOPER shall cooperate with the VILLAGE to facilitate the mainte- nance of any and all other financial records as requested by the VILLAGE for the length of time requested, as may be required by Title 24 CFR Part 570. E. COMPLIANCE WITH FREEDOM OF INFORMATION ACT REQUEST Section 7 of the Illinois Freedom of Information Act (FOIA), 5 ILCS 140/7, applies to public records in the possession of a party with whom VILLAGE has contracted. VILLAGE will have only a very short period of time from receipt of a FOIA request to comply with the request and there is a significant amount of work required to process a request including collating and reviewing the information. DEVELOPER acknowledges the requirements of FOIA and agrees to comply with all requests made by VILLAGE for public records (as that term is defined by Section 2(c) of FOIA) in the undersigned's possession and to provide the requested public records to VILLAGE within two (2) business days of the request being made by VILLAGE. DEVELOPER agrees to indemnify and hold harmless VILLAGE from all claims, costs, penalties, losses and injuries (including but not limited to, attorney's fees, other professional fees, court costs and/or arbitration or other dispute resolution costs) arising out of or relating to its failure to provide public records to VILLAGE under the AGREEMENT. IX. SUSPENSION AND TERMINATION; REVERSION OF ASSETS 308459_1 A. In accordance with 24 CFR §85.43, suspension or termination of this PROJECT AGREEMENT may occur if the DEVELOPER materially fails to comply with any term of the award of CDBG FUNDS. The award may also be terminated for convenience in accordance with 24 CFR §85.44. B. During the implementation of the PROJECT, VILLAGE may terminate this PROJECT AGREEMENT or may suspend payment of CDBG FUNDS to DEVELOPER for DEVELOPER'S breach of its obligations set forth in this PROJECT AGREEMENT and its failure to cure the same within thirty (30) days after notice thereof from the VILLAGE, abandonment of the PROJECT for a period of sixty (60) consecutive days or an occurrence rendering impossible the performance by DEVELOPER of this PROJECT AGREEMENT (such determination of impossibility to be made by VILLAGE in good faith and acting reasonably). C. In the event VILLAGE elects to terminate this PROJECT AGREEMENT or to suspend payments, for any reason stated hereinabove in paragraph A and B of this Section IX, it shall notify the DEVELOPER in writing of such action, specifying the par- ticular deficiency, at least five (5) business days in advance of any such action and estab- lishing a time and a place for the DEVELOPER to refute or correct the alleged deficiency at a time prior to VILLAGE'S taking such action. After allowing the DEVELOPER the opportunity to refute or correct the alleged deficiency in accordance with the cure periods provided above, if the alleged deficiency continues to exist, in the reasonable opinion of the VILLAGE, the VILLAGE may withhold payment to the PROJECT until such time as the violation or breach is remedied or seek reimbursement of the CDBG FUNDS. No action taken or withheld by the VILLAGE under this paragraph shall relieve the DEVELOPER of its liability to the VILLAGE for any funds expended in violation of any of the terms of this PROJECT AGREEMENT. D. Reversion of assets. Upon expiration or termination of this PROJECT AGREEMENT, the DEVELOPER must transfer to VILLAGE any CDBG funding on hand at the time of expiration or termination and any accounts receivable attributable to its use of CDBG FUNDS. Since the PROJECT also involves real property that DEVELOPER has acquired or improved with CDBG FUNDS in excess of $25,000, such property shall: i. Be used to meet one of the national objectives in 24 C.F.R.. 570.208 until five (5) years after expiration of the PROJECT AGREEMENT, or such longer period of time as determined to be appropriate by the VILLAGE, or i. Repay VILLAGE the amount of CDBG FUNDS provided to DEVELOPER, less such amounts on hand at the time of expiration or termination and any accounts receivable attributable to its use of the CDBG FUNDS transferred to VILLAGE. E. To facilitate reversion/repayment of the CDBG FUNDS under this Article IX, DEVELOPER shall execute such documents as the VILLAGE deems necessary to secure its rights to revision /repayment of the CDBG FUNDS, which may include, but is not limited to, a lien on the Property. Any such lien shall be recorded by DEVELOPER at its sole cost and expense. 308459_1 10 X. REMEDIES A. In the event of any violation or breach of this PROJECT AGREEMENT by DEVELOPER, misuse or misapplication of funds derived from this PROJECT AGREEMENT by DEVELOPER or any violation of any of the statutes, rules and regulations, directly or indirectly, by the DEVELOPER and/or any of its agents or representatives, then DEVELOPER, to the fullest extent permitted by law, agrees to indemnify, and hold the VILLAGE harmless from any damages, penalties, and expenses, including attorneys' fees and other costs of litigation, resulting from such action or omission by DEVELOPER. All counsel employed by the DEVELOPER to defend the VILLAGE pursuant to this PROJECT AGREEMENT shall first be approved by the VILLAGE, such approval to not be unreasonably withheld or delayed. The DEVELOPER does not hereby waive any defenses or immunity available to it with respect to third parties. B. In the event HUD, or any other federal agency, makes any claim which would give rise to invoking the remedy provisions, as set forth in this Section X, then the VILLAGE or DEVELOPER shall immediately notify the other party, in writing, providing the full details of the alleged violation. The DEVELOPER shall have the right to contest the claim, in its own name or in the name of the VILLAGE, with its written consent, through all levels of any administrative proceedings or in any court of competent jurisdiction without any cost to the VILLAGE. Upon any final adjudication, or upon any settlement agreed to between the DEVELOPER and the Federal agency, the DEVELOPER shall promptly pay any funds found due and owing. C. As long as the VILLAGE is not in jeopardy of losing any other Federal funding, of any kind or description, as a result of the alleged breach, the DEVELOPER shall have the complete right to (i) cure the alleged breach as provided in Section IX.0 hereof, (ii) contest the claim as provided in Section X.B above, (iii) settle or compromise any claim and to pay any judgment or Settlement to the federal government, so long as VILLAGE is indemnified. D. If the VILLAGE has lost or been prevented from receiving any federal funds, other than the CDBG FUNDS for the PROJECT, as a result of any alleged violation of this PROJECT AGREEMENT by the DEVELOPER that is subject to the remedy provisions hereof and a failure by the DEVELOPER to cure the alleged violation within the time period permitted in Section X.0 above, the DEVELOPER shall repay, upon demand by the VILLAGE, such amount of CDBG funding due, as a result of the alleged breach, and the DEVELOPER may then pursue any remedy it may have in an appropriate forum in its own name or in the name of the VILLAGE, whichever is applicable. E. In addition to its obligations set forth above, the DEVELOPER shall, to the fullest extent allowed by law, assume the defense of and shall pay, indemnify, and hold harmless VILLAGE, its officers, agents, employees and volunteers, from all suits, actions, claims, mechanics' liens, demands, damages, losses, expenses, and costs of every kind and description to which the VILLAGE, its officers, agents, employees and volunteers, may be subject by reason of any act or omission of DEVELOPER, its 3084591 11 officers, agents, employees and volunteers, in undertaking and performing under this PROJECT AGREEMENT. The DEVELOPER does not hereby waive any defenses or immunity available to it with respect to third parties. XI. MISCELLANEOUS PROVISIONS A. AMENDMENTS — Any proposed change in this PROJECT AGREEMENT shall be submitted to the other party for prior approval. No modifications, additions, deletions, or the like, to this PROJECT AGREEMENT shall be effective unless and until such changes are executed in writing by the authorized officers of each party. DEVELOPER acknowledges that HUD may from time to time issue updated guidance regarding the CDBG program that may require amendment of this PROJECT AGREEMENT and agrees to cooperate with VILLAGE in making such amendment. B. SUBJECT TO FINANCIAL ASSISTANCE AGREEMENT - This PROJECT AGREEMENT is made subject to financial assistance agreements between the VILLAGE and the United States Department of Housing and Urban Development, with the rights and remedies of the parties hereto being in accordance with this PROJECT AGREEMENT. C. ASSIGNMENT - DEVELOPER shall not assign this PROJECT AGREEMENT or any part thereof, nor shall DEVELOPER transfer or assign any property or assets acquired using CDBG funding or claims due or to become due hereunder, without the written approval of the VILLAGE having first been obtained. The contracting or subcontracting of construction work on the PROPERTY does not constitute an assignment, and transfer by the DEVELOPER to the AFFILIATE is hereby permitted. D. SEVERABILITY - In the event any provision of this PROJECT AGREEMENT shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. E. AGREEMENT DURATION - Unless terminated by the VILLAGE pursuant to the terms of this PROJECT AGREEMENT above, this AGREEMENT will remain in effect for the term described in IV. C. above. F. NO PARTNERSHIP. Nothing contained in this PROJECT AGREEMENT, any mortgage, note or any other document or instrument related to this PEROJECT shall be deemed to create a joint venture, partnership relationship, or employer /employee relationship between the VILLAGE and DEVELOPER. DEVELOPER shall at all times remain an "independent contractor" with respect to the services to be performed under this PROJECT AGREEMENT. G. COUNTERPARTS. This AGREEMENT may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same agreement. H. VENUE. The parties hereto agree that any lawsuit(s) between them concerning this AGREEMENT, its enforcement, or the subject matter thereof, shall be governed and 308459_1 12 construed in accordance with the laws of the State of Illinois and applicable Federal laws and regulations, without regard to conflict of law, including matters of construction, validity and performance, and venue shall be in Cook County, Illinois. IN WITNESS WHEREOF, the VILLAGE and DEVELOPER have hereto executed this PROJECT AGREEMENT on the dates recited below to be effective on the date first written above. VILLAGE OF MOUNT PROSPECT, an Illinois home rule municipal corporation, By: Arlene A. Jurac' -i' Mayor Attest: M. isa Angell Village Clerk Date: DEVELOPER: THE ALDEN FOUNDATION., an Illinois not - for - profit corporation President Attest: Secretary Date: 3084591 13 L The Alden Foundation Providing affordable housing for seniors November 17, 2011 Mr. William J. Cooney, Jr. Director of Community Development Village of Mount Prospect 50 S. Emerson Street Mount Prospect, Illinois 60056 • c IT IN RECEIVED NOV 2 2 2011 wage otmt Prospect Comwmiry D"Clopmo* RE: Community Development Block Grant Application from The Alden Foundation for Mount Prospect Horizon Senior Living Community Dear Mr. Cooney: Enclosed please find one original and nine copies of a CDBG application for the above - reference project. We are requesting $50,000 from your FY 2013 allocation. The funds will be used for public site improvements related to the construction of the Mt. Prospect Horizon Senior Living Community, a 92 -unit apartment (including one unit for a live -in maintenance manager) building proposed for the vacant property at 1703 E. Kensington Road. Our community will serve low and very low income seniors, age 62 and older. Many will come from Mt. Prospect or will be the family of Mt. Prospect residents. This grant will help fill a gap in our financing for the project and will also provide a local match for other agencies who are investing in the development. Please feel free to contact me at 773.724.6374 with any questions or if you need further information. Thank you for your consideration. 0 Sincerely, Beth Demes Executive Director Enclosures: 4200 West Peterson Avenue Chicago, Illinois 60646 Phone: 17731 286 -3883 Fax: 1773) 186 -1562 • VILLAGE OF MOUNT PROSPER 50 SOUTH EMERSON STREET MOUNT PROSPECT, ILLINOIS 60056 Telephone (847) 818 -5328 SOCIAL SERVICE AGENCY APPLICATION FOR VILLAGE C.D.B.G. FUNDS FISCAL YEAR JANUARY 1, 2013 TO DECEMBER 31, 2013 Applicant The Alden Foundation and Mt. Prospect Horizon Senior Living Community–(proposed affordable senior living community) Address: Alden Foundation: 4200 W. Peterson Ave., Chicago, Illinois 60646 Proposed Mt. Prospect Horizon Senior Living Community: 1703 E. Kensington Road, Mt. Prospect, Illinois Contact Person—Elizabeth Demes Title Executive Director, The Alden Foundation Email bdemes @aldengrouu.org Phone 773 -724 -6374 Agency's Fiscal Year January 1 to December 31" 0 Total Amount Requested $50,000 PROGRAM Describe the program for which funds are requested, including its purpose, duration and goals. The Alden Foundation is asking for a one -time only grant to help build Mt. Prospect Horizon, a 91 -unit affordable independent living community for seniors, age 62 and older. Mt. Prospect Horizon will offer high quality housing affordable to seniors whose incomes are at or below 30 %, 50% and 60% of the Chicago area median income. The village's funds will be leveraged with $20,326,431 in public and private investment. Please see attached project description for a more information about the proposed development. The village's funds are needed to help fund a gap in financing and also to enable other agencies, which require a local match, to invest in the project. Days and hours the program will be available: Not applicable. The funds are being used for construction of the affordable housing, not for an ongoing program. This affordable housing i development will remain affordable to seniors for a period of 50 years. 0 Application for C.D.B.G. Funds - Village of Mount Prospect Fiscal Year 2013 page 2 . SERVICE AREA Please list the agency's entire service area: The Alden Foundation develops, owns and operates affordable senior housing throughout the Chicago metropolitan area. What percentage of the total project budget is the requested grant? 1/ of 1% (.25 %) What percentage of Mount Prospect residents are served compared to the total population served by this program? The building will not be restricted to Mt. Prospect residents, as that would be a violation of fair housing laws. However, The Alden Foundation has developed and presently owns and operates 8 affordable independent senior living communities and one supportive living facility, all in the Chicago metropolitan area. Our experience is that a very high percentage (probably 75 %) of the senior residents will have some connection to Mt. Prospect, either by being a resident or by having family who reside in Mt. Prospect. Does this program provide a service to the entire Village of Mount Prospect? XYes ❑ No If no, explain: • Additional eligibility criteria that exists for Mount Prospect residents: All Mt. Prospect Horizon residents must meet the income restrictions of the building. Please list other agencies in the area that provide services similar to those for which you are requesting funds. Also list how your program is different from other agencies that provide similar services — or if it will provide additional services. As far as we know, while there are other existing affordable senior housing projects in Mt. Prospect (Section 8 buildings), there are no new affordable senior housing development being proposed in the community. 0 PROGRAM CLIENT STATISTICS 1. Define the "unit of service:" Application for C.D.B.G. Funds tillage of Mount Prospect is Fiscal Year 2013 • 2. Total proposed number of clients for the grant period: 91 residents page 3 Mount Prospect portion only: unknown — possibly 68 senior residents of Mt. Prospect or the elderly family members of Mt. Prospect residents 3. Proposed number of units of service for the grant period: 91 residents 4. Mount Prospect portion only: possibly 68 senior residents of Mt. Prospect or the elderly family members of Mt. Prospect residents 5. Total number of clients served during the previous year: not applicable Mount Prospect portion only: not applicable 6. Total number of units of service provided during the previous year: not applicable Mount Prospect portion only: not applicable FUNDING SOURCES Describe all client fees and all other sources of funds: See attached sources of funds and development budget, along with the proposed rents for the building. If sliding scale is available, list the criteria: Not applicable. See attached rent schedule. Percentage of Mount Prospect clients who qualify for the sliding scale: Not applicable. Average rate charges for those who qualify for the sliding scale: If you have received Village funds, indicate most recent year: Total amount actually received for that year from Village: List all other funding sources and total funds received for this program and portion allocated for Mount Prospect residents: Source Total Funds Amount Utilized for 0 Mount Prospect Residents Application for CM.B.G. Funds tinage of Mount Prospect Fiscal Year 2013 page 4 Is Number of years Mount Prospect C.D.B.G. funds may be needed, including this year: BUDGET: SEE ATTACHED PROJECT BUDGET & SOURCE OF FUNDS 1. Agency budget for 2012: $ 2. Program budget for 2012: $ Mount Prospect portion only: 3. Proposed Agency budget for 2013: $ Not applicable. One -time only grant request 4. Proposed Program budget for 2013: $ Mount Prospect portion only: $ • STAFF FOR FUNDED PROGRAM Total number of staff employed by this program: None. Grant will help pay for construction of the building; it will not pay for the employees of Mt. Prospect Horizon a. Full time (over thirty hours per week) Property Manager to be hired b. Part time (under thirty hours per week Maintenance manager to be hired and who will live in the building rent free. C. d. Volunteers Please list titles, professional or educational background and salaries for employees of the program. Title Professional/Educational Background Annual Salary 0 9 Application for C.D.B.G. Funds - Village of Mount Prospect Fiscal Year 2013 page 5 • OTHER INFORMATION (Optional) Please see attached information on The Alden Foundation — its mission, experience and board of directors. • 0 • Application for C.D.B.G. Funds - Village of Mount Prospect Fiscal Year 2013 page 6 • F - 1 L J THE FOLLOWING INFORMATION MUST BE SUBMITTED AS PART OF THIS APPLICATION BEFORE YOUR REQUEST FOR FUNDING MAY BE CONSIDERED 1. Copies of the Agency's Statement of Purpose (10 copies). 2. The Agency's current budget, including source and amount of funds (10 copies). 3. The Agency's proposed budget for next fiscal year, including proposed funding sources (10 copies). 4. Copies of the Agency's most recent independent certified audit, and management report (1 copy). If additional space is needed for a reply to any of the questions, a separate sheet of paper may be attached. The information on this application is accurate to the best of knowledge. Inaccurate or misleading information may be cause to reject this application. 3igna ure 0 If - 7,41st Executive Director Title Date RETURN COMPLETED APPLICATION FORM AND SUPPORTING DOCUMENTS TO: VILLAGE OF MOUNT PROSPECT COMMUNITY DEVELOPMENT DEPARTMENT 50 SOUTH EMERSON STREET MOUNT PROSPECT, ILLINOIS 60056 • : 1FLA'4?E l3T3CeliZ i)rtslZf; 13\C rX-- App f4a €;,)n 201 "ucex • • Mt. Prospect Horizon Senior Living Community Proposed unit mix and rents % of Chicago area median income # of units # bedrooms # bathrms rents 30% 19 1 1 731* 30% 4 1 1 332 50% 8 1 1 597 60% 39 1 1 731 50% 2 2 1 710 60% 19 2 1 871 *These units will have housing choice vouchers attached to them. Senior residents will pay 30% of their income toward rent and the vouchers will make up the difference in rent up to $731 /month. Units will be restricted to seniors earning 30% of the Chicago AMI or less Chicago area median income by household size (2011) CHICAGO area includes Cook, Du Page, Lake, 1 PERSON 2 PERSON 3 PERSON Kane, McHenry & Will LIMIT LIMIT LIMIT • median income ( "AMI ") $52,400 $59,900 $67,400 60% of AMI $31,440 $35,940 $40,440 50% of AMI $26,200 $29,950 $33,700 30% of AMI $15,720 $17,970 $20,220 We expect no more than 1 person in a 1 bedroom apartment (with some exceptions) and no more than 2 persons in a 2 bedroom apartment. KI ' 4 S A C mmunity Devalop nW is • 0 Mt. Prospect Horizon Senior Living Community Project Description Mt. Prospect Horizon Senior Living Community will be a 91 -unit (plus a 92" unit for an on -site building caretaker) affordable senior independent living development, which will be built on roughly 6 acres of land at 1703 E. Kensington Road, which is on the south side of Kensington, one parcel east of Wolf Road, in Mt. Prospect, Illinois. The Alden Foundation, a 501(c)(3) not - for - profit corporation dedicated to the development of affordable senior housing, is sponsoring and developing the project. Mt. Prospect Horizon will be the Alden Foundation's 10th affordable senior living development and its ninth affordable independent senior living community in the Chicago area. The site plan includes one three -story apartment building. The apartment building is designed as two L- shaped three -story wings connected by a one -story center wing, creating two outdoor courtyards. The center wing will contain the main entrance to the building and some common area amenities. Mt. Prospect Horizon will offer 70 one - bedroom and 21 two - bedroom apartments (plus a 22nd two - bedroom apartment for a live -in maintenance manager) to seniors, age 62 and older. The building will be certified under the Enterprise Green Communities program, a certification similar to LEED but tailored to affordable residential developments. The site will offer a lush, quiet setting for Mt. Prospect Horizon's senior residents and is convenient to many amenities, including a Walgreen directly west of the property. There is a bus line along Wolf Road and a small strip shopping center with restaurants across the • street on the northeast corner of Wolf and Kensington. Mt. Prospect Horizon's apartments will have emergency call buttons; ceiling fans in the bedrooms and living rooms; cabling for high -speed Internet access; and modern kitchens with Energy Star dishwashers, refrigerators and stove /ranges. There will be coin - operated laundry facilities on each of the three floors. Other amenities in the building will include a community room with a big- screen projection TV and kitchen (for parties, not for daily meal service); an outdoor patio with a gas grill; an exercise room with fitness equipment; an arts and crafts room; a game room with a billiards table; a computer lab with Internet access; a quiet library with a fireplace; a manager's office; and the caretaker's apartment. The site will have 98 parking spaces. Mt. Prospect Horizon will be restricted to seniors, age 62 and up. Apartments will be targeted to seniors at 30 %, 50% and 60% of the Chicago area median income. One- bedroom apartment rents are proposed to be $328 and $731 per month. Two - bedroom rents are proposed to be $710 to $870 per month for a two - bedroom apartment. Residents are responsible for gas heat and apartment electric (for cooking, other appliances, lighting and air conditioning.) 10 units will be fully accessible for wheelchairs and two will accommodate sight or hearing impaired; the remainder will be handicapped adaptable. Although Mt. Prospect Horizon will offer independent living, there will be a number of organized activities and events for the residents, including arts and crafts classes; movie nights; special dinners and holiday parties; field trips; seminars on a range of topics, including health care and finance; blood pressure screening; bingo and lots of other activities. • • Mount Prospect Horizon Senior Living Community Sources & Uses of Funds Proposed sources bank first mortgage $2,850,000 IHDA HOME loan $900,000 Cook County HOME loan $900,000 Mt. Prospect CDBG $50,000 Alden Foundation equity $10,000 Federal Home Loan Bank AHP funds $607,500 DCEO energy grant $243,102 Equity - sale of donation tax credits $425,625 LP equity (sale of LIH tax credits) $13,798,612 GP equity /loan $475,084 Total Financing $20,259,923 Proposed Development Budget Land acquisition $1,750,000 Construction & related costs $14,398,419 Professional & development fees $2,503,299 Financing - related costs $953,572 Reserves & escrows $654,633 Total Budget $20,259,923 r� L 0 Mt. Prospect Horizon Senior Living Community is Proposed unit mix and rents % of Chicago area median income # of units # bedrooms # bathrms rents 30% 19 1 1 731" 30% 4 1 1 332 60% 47 1 1 731 50% 6 2 1 710 60% 15 2 1 871 `These units will have housing choice vouchers attached to them. Senior residents will pay 30% of their income toward rent and the vouchers will make up the difference in rent up to $731 /month. Units will be restricted to seniors earning 30% of the Chicago AMI or less Chicago area median income by household size (2011) CHICAGO area includes Cook, Du Page, Lake, 1 PERSON 2 PERSON 3 PERSON Kane, McHenry & Will LIMIT LIMIT LIMIT median income ( "AMI ") $52,400 $59,900 $67,400 • 60% of AMI $31,440 $35,940 $40,440 50% of AMI $26,200 $29,950 $33,700 30% of AMI $15,720 $17,970 $20,220 We expect no more than 1 person in a 1 bedroom apartment (with some exceptions) and no more than 2 persons in a 2 bedroom apartment. .J 0 The Alden Foundation • Corporate Resume C� The mission of The Alden Foundation is to expand affordable housing opportunities for low and moderate income seniors and persons with special needs by distinctively designing and developing communities that residents proudly can call home and by offering programs that promote independence and foster friendships. The Alden Foundation was created in 1990 to raise money for various issues affecting the elderly. In 1996 the non - profit's focus and mission changed to developing and operating affordable housing for seniors on fixed incomes. Since that time the Foundation has successfully developed and presently owns and operates 611 units of affordable senior housing in 10 developments, including 525 units of affordable independent senior housing and 86 units of supportive living, all located in the Chicago metropolitan area. These developments are owned through wholly owned, for - profit subsidiaries of the Foundation, which act as general partners in the ownership limited partnerships. The Alden Foundation also owns one 33 -unit market rate senior townhome development. The organization prides itself on the excellent design of its buildings, which incorporate elements and amenities that foster social interaction and create comfort for senior . residents. Creative programming developed by the on -site staff also helps to keep residents active, independent and young in spirit. All of the Foundation's independent living communities are fully occupied and maintain long waiting lists. A dynamic Board of Directors and a synergistic relationship with the Alden network, a team of companies that specialize in senior health care facilities, has helped to make The Alden Foundation a leader in non - profit senior housing. STAFF Beth Demes, Executive Director Ms. Demes has more than 20 years of experience in financing and managing affordable housing. Ms. Demes directs the predevelopment and development process for new affordable housing projects of the Alden Foundation and oversees the asset management for operational projects. Among her previous positions, Ms. Demes directed the asset management operation of a national tax credit investment company and has consulted and advised clients on structuring the financing for and managing affordable housing developments. • 4200 West Peterson Avenue Chicago, Illinois 60646 Phone: (773) 286 -3883 Fax: (773) 286 -1562 0 The Alden Foundation 0 Affordable Senior Housing Developments owned by The Alden Foundation: DREXEL HORIZON SENIOR LIVING COMMUNITY 3443 S. 55th Street Cicero, Illinois 72 -unit affordable independent living community for seniors ALDEN HORIZON AT WATERFORD SENIOR LIVING COMMUNITY 2000 Randi Drive Aurora, Illinois 60804 98 -unit affordable independent living community for seniors FOX RIVER HORIZON 1 and II SENIOR LIVING COMMUNITIES 785 & 765 Fletcher Drive Elgin, Illinois 60123 A 43 -unit and a 39 -unit affordable independent community connected by an enclosed walkway. • OAK FOREST HORIZON SENIOR LIVING COMMUNITY 14904 S. Cicero Avenue Oak Forest, Illinois 85 — unit affordable independent living community for seniors BARRINGTON HORIZON SENIOR LIVING COMMUNITY 1414 -18 S. Barrington Road Barrington, Illinois 60010 51 -unit affordable independent living community for seniors BLOOMINGDALE HORIZON SENIOR LIVING COMMUNITY 160 W. Lake Street Bloomingdale, Illinois 60108 91 -unit affordable independent living community for seniors ALDEN GARDENS OF BLOOMINGDALE SUPPORTIVE LIVING COMMUNITY 285 E. Army Trail Road Bloomingdale, Illinois 60108 86 -unit (capacity 96 residents) affordable assisted living community for seniors SHOREWOOD HORIZON SENIOR LIVING COMMUNITY 820 W. Black Road Shorewood, Illinois 60404 51 -unit affordable independent senior living community 4200 West Peterson Avenue Chicago, Illinois 60646 Phone: (773) 286 -3883 Fax: (773) 286 -1562 The Alden Fo i THE LAKES AT WATERFORD 1803 —1881 Audra Circle; 922 — 934 Waterford Drive; 1900 —1912 Alden Circle Aurora, Illinois 60804 33 entrance- fee -based senior independent living duplexes on the Alden of Waterford Continuum of Care Campus 1� 4200 West Peterson Avenue Chicago, Illinois 60646 Phone: (773) 286 -3883 Fax: (773) 286 -1562 • • The Alden Foundation 9 Board of Directors Joan Carl, President 680 N. Lake Shore Dr. Chicago, Illinois 60611 White female Ms. Carl has more than 30 years of experience in real estate development, construction, nursing home management and senior health care at the Alden Group; she is vice president of all the affiliates, running the day -to -day operations of Alden Management Services and directing all new development activities. As president of the Alden Foundation since 1996, she has overseen its growth to seven affordable independent living communities offering a total of 479 affordably priced apartments to seniors. She has been active in several charities and has served as President of the Chicago Metro Chapter of the Illinois Health Care Association. Steve Kroll, Treasurer & Secretary 5406 W. Wilson Avenue • Chicago, Illinois 60630 White male Mr. Kroll is a CPA, with more than 30 years of experience in both public accounting and private industry. His practice specialty is the long -term care industry. He is presently the Chief Financial Officer for the Alden Group, Ltd. He previously served on the Board of Directors of Over the Rainbow Association, a not - for - profit organization that develops housing for developmentally disabled and physically impaired adults in the Chicago area. Marcia Brin 7746 W. Arcadia Morton Grove, Illinois 60653 White female Ms. Brin has been involved in charitable work for the last 25 years. Under her direction as its President, the Davidson -Brin Leukemia Research Foundation Chapter has raised over $1 million, which directly went to research. 4200 West Peterson Avenue Chicago, Illinois 60646 Phone: (773) 286 -3883 Fax. (773) 286 -1562 0 . • Warren P. Wenzloff Applegate & Thome- Thomsen, P.C. 322 S. Green Street Suite 400 Chicago, IL 60607 White male Mr. Wenzloff is a partner of Applegate & Thome- Thomsen, P.C., a law firm with a special focus on affordable housing and community development. Mr. Wenzloff has extensive experience representing developers of, and investors in, affordable multifamily housing projects that use the syndication of historic and low income housing tax credits, rental subsidies and multi- tiered private and governmental loan, tax- exempt bond and grant programs for financing the rehabilitation and construction of such housing, including the HOPE VI, FHA - insured and Mark to Market programs. He has also represented lenders providing financing for affordable housing seeking to use the low income housing tax credits. He is a member of the American Bar Association's Forum on Affordable Housing and Community Development and has served on the Board of Directors and Executive Committees of the West Cook Community Development Corporation and the Oak Park Residence Corporation. Linda Fulkerson Brinshore Development L.L.C. 666 Dundee Road, Suite 1102 Northbrook, Illinois 60062 White female Ms. Fulkerson is a senior vice president of Brinshore Development, a real estate development company with a specialty in affordable housing. Ms. Fulkerson is responsible for developing affordable housing, from conception to completion, including site acquisition, municipal approvals and financing structure. She has more than 20 years of housing finance and community development experience. Ms. Fulkerson also assists the syndication of housing tax credits for the Richman Group, performing due diligence, analysis and acquisition closings for the Midwest region. Prior professional experience includes the Illinois Housing Development Authority and DuPage County, where she administered the Community Development Block Grant and HOME Investment Partnership programs. Ms. Fulkerson is a member of the American Planning Association and the American Institute of Certified Planners. 1- 4200 West Peterson Avenue Chicago, Illinois 60646 Phone: (773) 286 -3883 Fax: (773) 286 -1562 0 • Carl A. Jenkins Harris N.A. 111 West Monroe - Suite 7C Chicago, Illinois 60603 Black male • Mr. Jenkins is vice president and director of community investments for Harris N.A. He has been with Harris for more than eight years and most recently served as a relationship manager in real estate and construction for BMO Capital Markets, Harris' corporate and investment banking affiliate. Mr. Jenkins started his career in 1986 as an architect and in 1992 joined Local Initiatives Support Corporation (LISC), where, among his positions, he served as program director for the Northwest Indiana LISC program and later the program director of local strategies for the LISC national office. Kenneth J. Fisch 355 Woodcreek Rd. #38 Wheeling, Illinois 60090 White male Mr. Fisch is an attorney and a sole practitioner. He has 40 years of experience in corporate and real estate transactional law and is a member of the Illinois Bar Association. LJ 4200 West Peterson Avenue Chicago, Illinois 60646 Phone: (773) 286 -3883 Fax: (773) 286 -1562 Mt. Prospect Horizon Senior Living Community MAY 1 3 2013 Project Description PIN #: 03 -36 -100 -028 Village of Mt Prosped Community Devetopmenf Mt. Prospect Horizon Senior Living Community will be a 91 -unit (plus a 92 unit for an on -site building caretaker) affordable senior independent living development to be built on roughly 6 acres of vacant land at 1703 E. Kensington Road, which is on the south side of Kensington, one parcel east of Wolf Road, in Mt. Prospect, Illinois. The project falls under the jurisdiction of the Cook County Housing Authority. The Alden Foundation, a 501(c)(3) not - for - profit corporation dedicated to the development of affordable senior housing, is sponsoring and developing the project. Mt. Prospect Horizon will be the Alden Foundation's 10th affordable senior living development and its ninth affordable independent senior living community in the Chicago area. Surrounding neighborhood: The site is convenient to many amenities. The neighborhood is a cross section of commercial and residential uses. There is a Walgreens directly west of the property and a bus stop at the comer of Wolf Road and Kensington, less than 'h block from the site; the bus route runs to the Metra station, less than a mile away. A small strip shopping center with restaurants is within walking distance on the northeast corner of Wolf and Kensington. To the north of the site is a residential subdivision. The Northwest Water Commission is directly south of the site. To the east of the site, across the railroad tracks, are more single family homes. Building design: Mount Prospect Horizon will be a new construction, three -story apartment building designed as two L- shaped three -story wings connected by a one -story center wing, creating two outdoor courtyards. The center wing will contain the main entrance to the building and some common area amenities. Mt. Prospect Horizon will offer 92 total units, made up of 70 one - bedroom and 21 two- bedroom apartments (plus a 22nd two- bedroom apartment for a live -in maintenance manager), to seniors age 62 and older. One - bedroom units will be 682 square feet, and two- bedroom units will be between 925 and 1,115 square feet. 10 units will be fully accessible for wheelchairs and two will accommodate sight or hearing impaired; the remainder will be handicapped adaptable. In addition to conforming with the Illinois Housing Development Authority's and Cook County's energy efficiency and sustainability requirements, the building will be certified under the Enterprise Green Communities program, a certification similar to LEED but tailored to affordable residential development. The certification includes Energy Star Certification. Mt. Prospect Horizon's apartments will have emergency call buttons; ceiling fans in the bedrooms and living rooms; cabling for high -speed Internet access; and modern kitchens with Energy Star dishwashers, refrigerators and stove /ranges. There will be coin - operated laundry facilities on each of the three floors. Other amenities in the building will include a community room with a big - screen projection TV and kitchen (for parties, not for daily meal service); an outdoor patio with a gas grill; an exercise room with fitness equipment; an arts and crafts room; a game room with a billiards table; a computer lab with Internet access; a quiet library with a fireplace; a manager's office; and the caretaker's apartment. The site will have 93 parking spaces. Income restrictions and Project Based Vouchers: Mt. Prospect Horizon will be restricted to seniors age 62 and up. Apartments will be targeted to seniors at 30 %, 50% and 60% of the Chicago area median income. Nineteen one - bedroom apartments will have Housing Choice Vouchers attached to them through the Housing Authority of Cook County; residents in those units will only pay 30% of their income toward the rent, with the remainder subsidized by the Housing Choice Voucher. Residents are responsible for gas heat and apartment electric (for cooking, other appliances, lighting and air conditioning.) Although Mt. Prospect Horizon will offer independent living, there will be a number of organized activities and events for the residents, including arts and crafts classes; movie nights; special dinners and holiday parties; field trips; seminars on a range of topics, including health care and finance; blood pressure screening; bingo and lots of other activities. Ownership and development team: The same development team that worked on The Alden Foundation's other nine projects is slated for Mount Prospect Horizon: Alden Design Group, Inc. will be the lead architect and interior designer; Alden Bennett Construction Company will be the general contractor; and Alden Realty Services will be the property manager. The owner of Mount Prospect Horizon will be Mount Prospect Horizon Limited Partnership, which is comprised of a fund of The Richman Group Affordable Housing Corporation as the 99.99% limited partner and Mount Prospect Horizon, Inc., a wholly owned subsidiary of The Alden Foundation, as the .01 % general partner. The Alden Foundation was created in 1990 to raise money for various issues affecting the elderly. In 1996 the non - profit's focus and mission changed to developing and operating affordable housing for seniors on fixed incomes. Since that time the Foundation has successfully developed and presently owns and operates 611 units of affordable senior housing in 10 developments, including 525 units of affordable independent senior housing and 86 units of supportive living, all located in the Chicago metropolitan area. These developments are owned through wholly owned, for - profit subsidiaries of the Foundation, which act as general partners in the ownership limited partnerships. The Alden Foundation also owns one 33 -unit market rate senior townhome development. Financing sources: The Alden Foundation has sought all possible sources of affordable housing financing for this project, including: $2,900,000 first mortgage loan from BMO Harris Bank; $500,000 from the Cook County HOME program; $1,270,136 in Illinois Housing Development Authority (IHDA) Low Income Housing Tax Credits, which in turn is generating $12,446,088 in equity from U.S.A. Institutional Tax Credit Fund XCIII LP (a fund created by The Richman Group Capital Corporation); a $1,650,000 IHDA HOME loan; a $1,250,000 IHDA Trust Fund loan; a $50,000 in Community Development Block Grant funds from the Village of Mount Prospect; a $272,272 Affordable Housing Energy Efficiency grant from the Illinois Department of Commerce and Economic Opportunity; $425,625 from the sale of State of Illinois Donation Tax Credits; and a $607,500 Affordable Housing Program grant from the Chicago Federal Home Loan Bank. The 2 Alden Foundation is also deferring 27% of its developer fee ($482,304) to help finance the project. 6x H1at`r 1,;� ORDER NO.: 1401 008502129 01 S. THE LAND REFERRED TO IN THIS COMMITMENT IS DESCRIBED AS FOLLOWS: PARCEL 1: LOT 1 IN CHARLES SUBDIVISION OF PART OF THE NORTHWEST 1/4 OF SECTION 36, TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED MARCH 10, 1999 AS DOCUMENT 99230400 IN COOK COUNTY, ILLINOIS, PARCEL 2: NON- EXCLUSIVE EASEMENT FOR THE BENEFIT OF PARCEL 1 FOR STORM SEWER PURPOSES, CREATED BY GRANT OF STORM SEWER EASEMENT FROM WISCONSIN CENTRAL LTD., AN ILLINOIS CORPORATION, TO CHANCELLOR OR MOUNT PROSPECT, INC., A DELAWARE CORPORATION, RECORDED MARCH 10, 1999 AS DOCUMENT 99230398, OVER, UPON AND ACROSS THE FOLLOWING DESCRIBED LAND: THAT PART OF THE NORTHWEST 1/4 OF SECTION 36, TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, AND PART OF THE SOUTHWEST 1/4 OF SECTION 25, TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST RIGHT -OF -WAY LINE OF THE WISCONSIN CENTRAL LTD. AND THE SOUTH RIGHT -OF -WAY LINE OF KENSINGTON ROAD (ALSO KNOWN AS FOUNDRY ROAD OR OLD FOUNDRY ROAD), AS DEDICATED BY TOWNSHIP DEDICATION (.JULY 11, 1981) AS SHOWN IN EXHIBIT "B" OF DOCUMENT NUMBER 26409319 IN THE COOK COUNTY HIGHWAY DEPARTMENT OF RECORDS AND RUNNING THENCE NORTHWESTERLY ALONG SAID WEST LINE OF THE WISCONSIN CENTRAL LTD., 34.87 FEET TO THE NORTH LINE OF THE NORTHWEST 1/4 OF SAID SECTION 36; THENCE CONTINUING NORTHWESTERLY ALONG SAID WEST LINE, 1,150 FEET MORE OR LESS TO THE CENTER OF MCDONALO CREEK; THENCE EASTERLY AT RIGHT ANGLES TO THE PREVIOUSLY DESCRIBED COURSE, 10 FEET; THENCE SOUTHEASTERLY, PARALLEL WITH SAID WEST LINE, 1153.4 FEET MORE OR LESS TO THE SOUTH LINE OF THE , SOUTHWEST 1/4 OF SAID SECTION 25; THENCE CONTINUING SOUTHEASTERLY ALONG THE EXTENSION OF THE LAST DESCRIBED COURSE, 52.83 FEET TO A POINT THAT IS 50 FEET PERPENDICULARLY SOUTH OF THE NORTH LINE OF THE NORTHWEST 1/4 OF SAID SECTION 36; THENCE WESTERLY, PARALLEL WITH SAID NORTH LINE, 10.57 FEET TO THE WEST LINE OF SAID WISCONSING CENTRAL LTD.; THENCE NORTHWESTERLY ALONG SAID WEST LINE 17.96 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. PARCEL 3: NON- EXCLUSIVE EASEMENT FOR THE BENEFIT OF PARCEL 1 FOR THE PURPOSES OF INGRESS AND EGRESS, AS CREATED BY THE EASEMENT AND MAINTENANCE AGREEMENT BETWEEN CHANCELLOR OF MOUNT PROSPECT, INC., A DELAWARE CORPORATION AND WOLF- FOUNDRY L.L.C., AN ILLINOIS LIMITED LIABILITY COMPANY, RECORDED MARCH 23, 1999 AS DOCUMENT 99278729, OVER, UPON AND ACROSS THAT CERTAIN ACCESS EASEMENT DESCRIBED AS FOLLOWS: THAT PART OF LOT 2 OF CHARLES SUBDIVISION, BEING A SUBDIVISION OF PART OF THE NORTHWEST 1/4 OF SECTION 36, TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED MARCH 10, 199 AS DOCUMENT 99230400, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF CONTINUED ON NEXT PAGE ORDER NO.: 1401 008502129 D1 S. THE LAND REFERRED TO IN THIS COMNIITMENT IS DESCRIBED AS FOLLOWS (CONTINUED): SAID LOT 2 AND RUNNING THENCE SOUTHERLY ALONG THE EAST LINE OF SAID LOT 2, A DISTANCE OF 29.17 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING SOUTHERLY ALONG SAID EAST LINE 24.00 FEET; THENCE SOUTH 86 DEGREES 02 MINUTES 00 SECONDS WEST, ON AN ASSUMED BEARING, 60.06 FEET; THENCE NORTHERLY PARALLEL WITH THE EAST LINE OF SAID LOT 2, A DISTANCE OF 58.51 FEET TO THE NORTH LINE OF SAID LOT 2; THENCE EASTERLY ALONG SAID NORTH LINE, 39.25 FEET; THENCE SOUTHERLY PARALLEL WITH SAID EAST LINE, 14.64 FEET; THENCE SOUTH 41 DEGREES 10 MINUTES 43 SECONDS EAST, 20.01 FEET; THENCE EASTERLY PERPENDICULAR TO SAID EAST LINE OF LOT 2, A DISTANCE OF 7.22 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS.