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2021 05.17 City Council Work Session Agenda
City of Apache Junction, Arizona Meeting location: City Council Chambers 1U Z at City Hall \ - Agenda 300 E.Superstition Blvd. \gilONr Apache Junction,AZ City Council Work Session 85119 apachejunctionaz.gov Ph:(480)982-8002 Monday, May 17,2021 7:00 PM City Council Chambers A. CALL TO ORDER B. ROLL CALL C. AGENDA ITEMS 21-199 Presentation by and discussion with Commissioner Jeffrey Mitchell of the Health and Human Services Commission on Fiscal Year 2021-2022 health and human services funding recommendations. Sponsors: Jennifer Pena Attachments: Memo FY 21-22 funding recommendations presentation 21 -22 comparison table AJ CDC Application Boys&Girls Club Application Genesis Application Salvation Army Application Superstition Community Food Bank Application 21-248 Presentation and discussion of proposed changes to Apache Junction City Code, Volume II, Land Development Code, Chapter 1: Zoning Ordinance, Article 1-6: Supplemental Regulations, Section 1-6-12 Medical Marijuana. Sponsors: Kelsey Schattnik and Rudy Esquivias Attachments: 5.17.21 -CC WS Memo List of Arizona Municipality Recreational Marijuana Regulations Revised Medical Marijuana Ordinance(Version 1) (2.23.21) Revised Medical Marijuana Ordinance(Markedup Version 2) I Medical and Recreational PZ PH Staff Report 5.17.21 -CC WS Rec-Mar PPT City of Apache Junction,Arizona Page 1 Printed on 5/12/2021 City Council Work Session Agenda May 17,2021 21-249 Presentation and discussion on cooperative purchasing agreement between City of Apache Junction and CoreCivic, Inc for jail service. Sponsors: Thomas Kelly Attachments: Memo CoreCivic FINAL 05102021 CoreCivicSigned D. ADJOURNMENT Copies of this agenda and additional information on any of the items listed above may be obtained from the City Clerk's office located at 300 E Superstition Blvd,Apache Junction,AZ 85119, Monday through Thursday from 7:00a-6:00p, excluding holidays. The City of Apache Junction invites and welcomes people of all abilities to use our programs, sites and facilities. Specific requests may be made by contacting the Human Resources Office at(480)474-2617 or TDD(480) 983-0095. The Apache Junction City Council may vote to go into Executive Session for legal advice on any item listed on this agenda pursuant to A.R.S. §38-431.03(A)(3);this notice is given pursuant to A.R.S. § 38-431.02 to the members of the City Council and the public. City of Apache Junction,Arizona Page 2 Printed on 5/12/2021 ►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition Boulevard 01 Agenda Item Cover Sheet Apache Junction,AZ 85119 PizoNr File ID: 21-199 Sponsor: Jennifer Pena Agenda Date: 5/17/2021 Index: In Control: City Council Work Session Presentation by and discussion with Commissioner Jeffrey Mitchell of the Health and Human Services Commission on Fiscal Year 2021-2022 health and human services funding recommendations. City of Apache Junction,Arizona Page 1 Printed on 511212021 d - City of Apache Junction I� 300 East Superstition Boulevard • Apache Junction, Arizona 85119 www.apachejunctionaz.gov MAY 17, 2021 MEMORANDUM TO: HONORABLE MAYOR AND CITY COUNCIL THROUGH: BRYANT POWELL, CITY MANAGER JENNIFER PENA, CITY CLERK FROM: JILL BRIGHT, DEPUTY CITY CLERK SUBJECT: FY 2021-2022 HEALTH & HUMAN SERVICES FUNDING RECOMMENDATIONS The Health & Human Services Commission received the below five applications for funding: 1. AJ Community Development Corporation (AJ CDC)— requesting$24,000 for: Administrative costs, community revitalization projects, household hazardous waste transport assistance, annual make a difference day, playground revitalization at the field of dreams, focal point brick memorial and residential address identifiers 2. Boys & Girls Club— requesting $35,000 for: Salaries for employees & employee related expenses to conduct youth educational programming. 3. Genesis Project— requesting $12,185 for: Rent and utilities for the community resource center to provide food, clothing, shoes, hygiene products and heat relief to residents. 4. Salvation Army— requesting $ 15,355 for: Navigator/Outreach specialist salary, benefits and taxes, swamp coolers and other support services in order to provide basic needs, food assistance, showers, rental assistance and heat relief. 5. Superstition Community Food Bank— requesting $26,000 for: Food. Home of the Superstition Mountains d - City of Apache Junction r,,, �, 300 East Superstition Boulevard • Apache Junction, Arizona 85119 'im k 111 www.apachejunctionaz.gov The Health & Human Services Commission met on April 26t" and unanimously approved the following funding recommendations: RequestingApplicant Applicant AJ CDC $24,000 $6,000 Boys & Girls Club $35,000 $24,500 Genesis Project $12, 185 $11,300 Salvation Army $15,355 $12,200 Superstition Food Bank $26,000 $26,000 Total $11Z540 $80,000 Commissioner Jeffrey Mitchell will be presenting the recommendations on behalf of the commission and will answer any questions you may have. Next Steps: Direction to staff will be requested at the June 15t council meeting. If so directed, the contracts will be placed on the June 15t" consent agenda at which time you can approve or opt to continue the contracts to a later date. Contracts are effective from July 1, 2021 —June 30, 2022. Home of the Superstition Mountains Health & Human Services Commission FY 2021-2022 Health & Human Services Funding Recommendations FY21/22 applications received : • AJ Community Development Corporation — requesting $24,000 • Boys and Girls Club of the East Valley — requesting $35,000 • Genesis Project — requesting $12,185 • Salvation Army — requesting $15,355 • Superstition Food Bank — requesting $26,000 Apache Junction Communitylooej�+hAPACHE . if "ORPORATI 0 N building community pride one brick at a time Development Corporation : • Requesting $24,000 to assist with the following: • Administrative Costs - $6,260 • Community Revitalization Projects - $4,750 • Household Hazardous Waste Transport Assistance - $2,500 • Annual Make a Difference Day - $5,000 • Playground Revitalization at the Field of Dreams - $4,000 • Focal Point Brick Memorial - $500 • Residential Address Identifiers - $990 /p/ Boys and Girls Club of the East Valley : • Requesting $35,000 to assist with the following: • Salaries for Employees - $33,500 • Employee Related Expenses - $1,500 to conduct youth educational programming such as Project Learn, Power Hour, Be Great Graduate, Career Launch, Diplomas to Degrees, Money Matters & Summer Programming G e n e s i s P roj e ct : • Requesting $12, 185 to assist with the following: • Rent $10,460 • Utilities $1,725 for the Community Resource Center to provide food, clothing, shoes, hygiene products and heat relief to residents *Ao�,T,' Salvation Army : • Requesting $15,355 to assist with the following: • Navigator/Outreach Specialist Salary $3,380 • Benefits & Taxes $790 • Swamp Coolers $6,000 • Other Salaries/Costs $4,170 • Support Service $1,015 to provide basic needs, food assistance, showers, rental assistance and heat relief SUPERSTITION ®� Superstition Community COMMUNITYIf�. FOOD BANK Food Ba n k: • Requesting $26,000 to assist with the following: • Food $26,000 Commission Recommendation for Funding : Applicant: Requesting: Recommending: AJ Community Development Corporation — $24,000 $6,000 Boys and Girls Club of the East Valley — $35,000 $24,500 Genesis Project — $12,185 $11,300 Salvation Army — $15,355 $12,200 Superstition Food Bank — $26,,000 $26,,000 $112,540 $80,000 Next Steps : • June 15t — direction to staff • June 15t" — consent agenda (if directed at June 15t council meeting) • July 1, 2021 — June 30, 2022 — contracts effective Questions ? HEALTH AND HUMAN SERVICES FUNDING COMPARISON TABLE amount requested /amount awarded FY 2012- FY 2013- FY 2014- FY 2015- FY 2016- FY 2017- FY 2018- FY 2019- FY 2020- FY 2021- AGENCY 13 14 15 16 17 18 19 20 21 22 Superstition Community Food 25,000 30,000 30,000 32,000 50,000 32,000 50,000 75,000 27,500 26,000 Bank 25,000 30,000 32,000 32,000 32,000 7,000 33,000 24,500 19,800 Boys and Girls Club of the East 30,000 20,000 25,000 25,000 25,000 30,000 30,000 35,000 35,000 35,000 Valley 8,000 11,000 20,000 20,000 20,000 30,000 29,000 24,500 16,700 Community Alliance Against 14,500 14,000 18,000 24,000 24,000 25,000 20,000 18,000 18,000 Family Abuse (CAAFA) 14,500 14,000 18,000 20,000 20,000 25,000 16,000 16,000 17,450 Horizon Health &Wellness 20,000 25,000 15,000 9,500 Genesis Project 12,000 12,185 10,500 AJ CDC 24,000 24,000 6,000 East Valley Adult Resources (for 30,000 30,000 30,000 30,000 40,000 Apache Junction Senior Center 26,000 30,000 30,000 28,000 0 East Valley Adult Resources (for 45,000 40,000 30,000 35,000 van transportation) NA 0 0 0 0 United Way 7,735 50,000 10,000 NA NA NA NA 0 10,000 2,000 Salvation Army 15,355 PQACHf✓G •ti�zCity of Apache Junction 14- 300U East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance The City of Apache Junction Health and Human Services accepts applications requesting financial assistance for the support of health and human service needs within the City of Apache Junction serving city residents. The following provides instructions and eligibility information regarding the request for non-profit funding. Information on this program may be found at http://www.amcity.net/995/Health- Human-Services-Commission. The commission was formed under city code Article § 2-11. This program is made possible under city code Article § 2-14 Request for Financial Assistance. The city code is available at http://www.amcity.net/614/Read-the-City-Code. Application Due Date: January 31, 2021 Per city code, the request for financial assistance must be submitted to the city clerk's office during the month of January to be considered for the following fiscal year. All funding is subject to the execution of an agreement with the city, the approval of a budget allocating funds to the program, and the city council's approval. Eligible Applicants: 501 c(3) A valid, non-profit organization as qualified by the Internal Revenue Service and as registered with the Arizona Secretary of State, Arizona Corporation Commission or other appropriate state office. The applicant must provide a service or perform work on behalf of the city and its residents and demonstrate a presence within the community. 1 PPACHE�G2 ��0 City of Apache JunctionU " z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 9Rlzotk ,Sum,,vb, HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Required Documentation per Ordinance No. 659: ❑ 1 . Most recent audit report (the City Clerk's office has discretion to accept a P&L report and IRS tax filings in lieu of an audit report for smaller nonprofits with an estimated $250,000 or less gross revenue) 2. Most recent financial statement 3. Detailed expenditure statement to include detailed accounting for all previously received City funds (if applicable) 4. Source and amount of funding received from all other sources (non-governmental agencies; membership fees and dues; private contributions) 5. Client service information as applicable to City residents (may not apply in all cases) 6. Proof of non-profit status (IRS determination) 7. Proof of corporate status to include copies of by-laws and Articles of Incorporation 8. Source and amount of funding received from other governmental agencies 9. Names and addresses of all current board members of agency governing board Programs and services affording health, public health, Eligible Activities: and human services care to all people, especially, to individuals of underprivileged conditions. Populations Served: Elderly, handicapped, developmentally disabled, and other special populations. Priority Projects: The Commission reserves the right to identify priority projects for funding. 2 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Agency Information: Name of Agency Apache Junction Community Development Corporation Address 300 E Superstition Blvd. Apache Junction, AZ 85119 Website apachejunctioncdc.com Phone Number 480-474-5086 Name of Agency Director Dave Waldron - Chairman Email Address dave—Waldron@live.com Direct Line 480-250-0944 Project Manager Email Address Direct Line Secondary Contact Jim Duncan - Vice Chairman Email Address jim.duncan@cox.net Direct Line 602-432-6184 3 PPACHE�G2 ��0 City of Apache JunctionU " Z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 9Rlzotk ,Sum,,vb, HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Organization Information: Provide background information on your agency to include services currently being provided. Our Vision Through community involvement, having a common and unified purpose to "Make a Difference" while providing conduits and assistance that enable a strong and sustainable community. Our Mission Working together to maintain and create safe affordable housing, support economic opportunities, instill a sense of community pride and commitment, and enhance the physical image of Apache Junction. Provide target population and demographic information on your current clientele to include percentage located within the City of Apache Junction. Elderly, handicapped, developmentally disabled, and other special populations to include the entire City of Apache Junction Community "Annual Make A Difference Day" (MADD) 4 PPACHE�G2 ��0 City of Apache JunctionU " Z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 9Rlzotk ,Sum,,vb, HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Provide an example of a previous project success similar to what is being proposed and/or one that was successful with Health and Human Services funding support. Include how it was determined to be successful. The Apache Junction CDC is a 100% Donor and Volunteer organization. The funding grant recommended by Health and Human Services and approved in 2020 allowed the CDC to focus all donations received be applied towards the many projects needed. Administrative costs such as insurance, web site development, and other misc. supplies were and are "must haves" in order to operate. Other funding for AJCDC projects are usually in the form of a donor's goods and or services. Provide a detailed description of current partnerships within the community include the name of the project/activity and how your agency partnered to make it successful. Revitalization projects - partner with JustServe.org volunteers Make a Difference Day - annual event. Partner with City of AJ Parks and Recreation, Partner with Master Gardeners Association to revitalize Botanical Walk at Silly Mountain. Partner with AJ Development Services Department, Code Compliance. 5 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Does your agency have adequate capacity to complete the project being requested? Yes Is the execution of this project dependent upon new staff funded through this program? Yes Are your board members listed on your website? Yes Does your website include your mission and vision statements? Yes Do you have a strategic plan? Yes Are you listed on the www.211Arizona.org website? No Have you participated in a Project Connect event in the past? Yes Have you participated in a Health and Wellness Expo in the past? Yes Have you participated in the Apache Junction Community Resource Center Yes in the past? Provide your 501 c3 Identification number and renewal date.* 74-3043614 Do you have current By Laws signed by the Board of Directors?* Yes Do you have current Articles of Incorporation signed by the Board of Yes Directors?* Are you filed with the Arizona Secretary of State or Arizona Corporation Yes Commission?* *These items shall be submitted every five years to be held on file at the city. Should any document change or be updated, a new copy shall be submitted to the city within 10 working days. 6 PPACHE�G2 ��0 City of Apache JunctionU " z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 9R1zotk ,Sum,,vb, HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Problem Statement: What is the nature and extent of the problem to which you are trying to address? Combat community deterioration through the redevelopment and rehabilitation of blighted properties and structures, development of vacant properties, provision of economic development activities, including creation of jobs, particularly for low and moderate income persons, resource planning and enforcement activities on behalf of local units of government for the purposes of neighborhood improvement. Lessen the burdens of government through cooperation with, and activities on behalf of, local units of government To whom is this happening? Elderly, handicapped, developmentally disabled, and other special populations. Why is this happening? What are the reasons or causes for the problem? The target population is unable to maintain their properties due to life circumstances. PQACHf✓G •ti�zCity of Apache Junction 14- 300U East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance How do you know this is a problem? Provide statistics that support your claim. If available, please use statistics collected from your agency data and/or local documentation. Through our partnership with the City of Apache Junction various departments. Code Compliance averages 50 case person code enforcement officer. What will happen if the problem is not addressed? Continued deterioration of various properties throughout the City. What are the gaps between what exists and the solution? Funding, volunteers and resources. s PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Is there local documentation which identifies this as a problem? Yes, through Development Services Has the city or the commission identified this as a problem? Yes, through Development Services 9 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Project Proposal: What is the proposed project to address the problem identified above? Please address the who, what, when, where, why, and how. Community Revitalization Projects,Work with various groups to coordinate community projects,provide assistance and material as we can. Household Hazardous Waste Transport Assistance, Provide pick up service for citizens who can't bring these items to the drop off location. "Make A Difference Day", Multiple Projects and locations through-out the City—Annual Event. Playground Revitalization Project,Work with the Boys and Girls Club on revitalizing their Playground. Focal Point Brick Memorial, Revitalization and Support. Residential Address Identifiers,Website sign-up requests,project may include placing and or painting home address numbers for homes in need. Is this a best practice or has it been proven successful in other places? Best Practice Is this a new or continuing project? Continuing projects Why is this a need to be addressed? Elderly, handicapped, developmentally disabled, and other special populations are unable to maintain their properties. 10 PPACHE�G2 •�0 City of Apache Junction ate- 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 � j gR1z0tk HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Who will you serve with this project? City of Apache Junction Community How and will you sustain this project after the agreement has ended? Find other financial Resources/Corporations have business regulations they need to follow and pay for. We will need to finance those from the projects i.e. 10% of donations are administrative expense. Are there any community partners on this project? If so, please list. Various City of Apache Junction Departments Justserve.org Rotary AJUSD Modern Woodman Association Master Gardeners Republic Services And many, many local AJ business service companies and volunteers 11 PQACHf✓G •ti�zCity of Apache Junction ��- U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Please complete the chart below to answer the following questions for each component of your project. Approach: What are you going to do? Inputs/Resources: What resources do you have to complete the project? Activities: What specific actions will take place? Outputs: What is the direct product of the activities? Outcomes: What is the benefit or change as a result of the project? Goals: What is the overall goal of the project? Project Component Approach Input Activities Outputs Outcomes Goals Attached 12 PQACHf✓G ti�z City of Apache Junction u = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 gRIZONP �„m,�"e` HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Financial Information: What is your Tax ID number? 74-3043614 What is your Arizona Tax Privilege License number? NA Does your agency have internal financial controls in place to track, report, Yes and account for all funds which promotes transparency? Is a certified public accountant responsible for your daily financials? No Is a certified public accountant responsible for creating your monthly No financial statements? Please provide most recent report. Is a certified public accountant responsible for your filing your taxes? No When was your last 990 reported? 10/22/20 Where can it be found? AJCDC office Have you had an audit completed and when?* No Do you have an annual agency budget? Please provide. Yes Who is responsible for creating your annual budget? Board *These items may be submitted every five years to be held on file at the city. Should any document change or be updated, a new copy shall be submitted to the city within 10 working days. Provide a list of your annual fundraisers and average amount raised. Each Project includes various donations needed to complete. Donations are received from individuals who see projects being worked and want to help. Donations can be made through apachejunctioncdc.com One Annual event is Make a Difference Day (MADD) Provide a list of your funding sources and the average amount received, including membership dues and private contributions. Private contributions are the main source of funding for all the projects listed. Amounts vary. Administrative (operating costs) have been received from the City of Apache Junction. 13 PQACHf✓G City of Apache Junction u p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 gRIZONP 4'IJ u HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Project Budget: Please provide a detailed budget by quarter for each itemized expense. Quarter 1 Quarter 2 Quarter 3 Quarter 4 Total 1 Administrative $1,840 $1,200 $1,750 $1,470 $ 6,260 2 Community Revitalization $1,100 $1,050 $1,700 $900 $ 4,750 3 Hazardous Waste Transport $1,500 $500 $500 $0 $ 2,500 4 Make A Difference Day $3,000 $2,000 $0 $0 $ 5,000 rj Playground Revitalization $1,200 $2,100 $700 $0 $ 4,000 6 Focal Point Memorial $150 $150 $100 $100 $ 500 7 Home Address Markers $250 $100 $340 $300 $ 990 8 $ 9 $ 10 $ Total $9,040 $7,100 $5,090 $2,770 $24,000 What percentage of the project budget is being requested? $ 100 % What percentage of your budget is the requested funding? $ 100 % 14 PQACHf✓G ti�z City of Apache Junction ��- U l 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 gRIZONP �`^ HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Narrative: Please provide a detailed budget narrative for each itemized expense. Administrative, Insurance, Website & email, Postage, Printing, Office supplies, Misc Other. 1 Community Revitalization, Equipment, dump fees, misc other 2 Hazardous Waste Transport, Equipment & Gas 3 Make A Difference Day, Equipment, Materials, misc other 4 Playground Revitalization, Equipment, Materials, misc. other 5 Focal Point Memorial, Equipment, Materials, misc. other 6 Residential Address Identifiers, Materials, equipment, misc.other 7 8 9 10 15 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Project Evaluation: How will you determine your project was successful in reaching your goals and what methods will you use? Completion of Projects, Community volunteer participation, Building Community Pride One Brick at a Time. Project a minimum of two SMART Objectives by completing the chart below. Direction of What is Target Degree of change changing population change Timeframe Measure See List 2 See List 3 4 16 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Scoring Rubric for Commissioners: Eligibility Questions Y/N Application was submitted by the required due date. Application was complete and provided adequate detail. Applicant meets eligibility requirements. Serves AJ residents Has a presence in the community Is a 501 c(3) non-profit Provides a health and human services need Proposal Review 1 to 5 Organization Review - 25 points total Provided information on residents served Demonstration of successful projects Demonstration of agency partnerships Demonstration of agency capacity Provided all required documentation per Ordinance No. 659 Problem Statement Review - 15 points total Adequately identified the problem Adequately identified the gaps Identified a documented problem Proposal Review - 20 points total Provided detailed project information Demonstration of need Demonstration of community partners Provided a detailed project scope Financial Review - 15 points total Provided required documentation Demonstrated a financial need Provided detailed and eligible budget Evaluation Review - 10 points total Comprehensive evaluation plan Provided a minimum of two SMART objectives 85 points total 0 1 = Did not address adequately 2 =Addressed somewhat 3 =Addressed 4 =Adequately addressed 5 = Exceeded expectation 17 Apache Junction CDC Period of December 2020 Checking Balance Carried CDC Checking Focal Point Savings Acct Median Forward July 1,2020 $ 540.66 $ 2,486.87 $ 1,205.99 $ 3,372.61 Revenue 1 .2 .3F Summary CDC checking Focal Point Savings AcctJul 193.90 0.15 Au ust $ - $ $ -Se tember $ 892.25 $ - $ 0.14October $ - $ - $ - November $ 689.26 $ - $ $ December $ 1,742.15 $ 96.50 $ $ January $ - $ - $ $ February $ $ - $ $ March $ $ - $ $ April $ $ - $ $ May $ $ - ff $ une - Revenue YTD $ 3,517.56 $ 96.501 $ 0.29 $ - Total Revenue YTD $ 3,614.35 Expenditures .1 .2 .3 .4 Summary CDC Checking Focal Point Savings Acct Median Jul $ Au ust $ 149.99 $ $ - $ September $ 235.00 $ $ 844.00 $ October $ 841.00 $ $ - $ November $ - $ - $ $ December $ 1,240.00 $ - $ $ January $ - $ - $ $ February $ $ - $ $ March $ $ - $ $ April $ $ - $ $ May $ $ - $ $ une - Expenditure YTD $ 2,465.99 $ - $ 844.00 $ - Total Expenditures YTD $ 3,309.99 Accounts At A Glance Account balances(checking)carried forward on 7-1-2020 $ 540.66 Revenue YTD(checking) $ 3,517.56 Expenditures YTD(checking) $ 2,465.99 Balance(checking) $ 1,592.23 Checking Account balances=Balance carried forward from 2020+revenue YTD-expenditures YTD Balance Focal Point $ 2,583.37 Balance Savings $ 362.28 Balance Median $ 3,372.61 Total Checking $ 7,548.21 INTERNAL REVENUE SERVICE - DEPARTMENT OF THE TREASURY P. 0. BOX 2508 CINCINNATI, OH 45201 Employer Identification Number: Date: 74-3043614 SEP 2 8 ?W DLN: 17053210712066 APACHE JUNCTION COMMUNITY Contact Person: DEVELOPMENT CORPORATION BENJAMIN L DAVIS ID# 31465 567 W APACHE TRAIL Contact Telephone Number: APACHE JUNCTION, AZ 85220-0000 (877) 829-5500 Public Charity Status: 170 (b) (1) (A) (vi) Dear Applicant: Our letter dated November 2002, stated you would be exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code, and you would be treated as a public charity, rather than as a private foundation, during an advance ruling period. Based on the information you submitted, you are classified as a public charity under the Code section listed in the heading of this letter. Since your exempt status was not under consideration, you continue to be classified as an organization exempt from Federal income tax under section 501 (c) (3) of the Code. Publication 557, Tax-Exempt Status for Your Organization, provides detailed information about your rights and responsibilities as an exempt organization. You may request a copy by calling the toll-free number for forms, (800) 829-3676. Information is also available on our Internet Web Site at www.irs.gov. If you have general questions about exempt organizations, please call our toll-free number shown in the heading. Please keep this letter in your permanent records. Sincerely yours, Lois G. Lerner Director, Exempt Organizations Rulings and Agreements Letter 1050 (DO/CG) AMENDED AND RESTATED BYLAWS OF THE APACHE JUNCTION COMMUNITY DEVELOPMENT CORPORATION ARTICLE l PURPOSES SECTION 1. NAME OF ORGANIZATION. This non-profit corporation shall be known as The Apache Junction Community Development Corporation. The principal offices shall be determined from time to time by the Board of Directors. SECTION 2. NONPROFIT PURPOSES. The purposes for which the Corporation is formed are a) to support and improve the long-term health and quality of life of individuals and communities by 1) lessening the burdens of government through cooperation with, and activities on behalf of local units of government; 2) combating community deterioration through the redevelopment and rehabilitation of blighted properties and structures, development of vacant properties, provision of economic development activities, including creation of jobs, particularly for low and moderate income persons, resource planning and enforcement activities on behalf of local units of government for the purposes of neighborhood improvement and historic preservation and 3) constructing and maintaining public works in cooperation with and on behalf of local units of government and b) transact any and all lawful business for which the Corporation may be incorporated including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, provided such business is not inconsistent with the Corporation's being organized and operated exclusively for charitable purposes under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws. SECTION 3. POWER AND AUTHORITY. Except as otherwise provided by law, all of the authority of the Corporation shall vest in and be exercised by the Board of Directors. 1 ARTICLE II NON PROFIT CORPORATION The Corporation shall at all times be operated on a non-profit basis under the laws of the State of Arizona and in accordance with the provisions of a charitable organization under the IRC 501 (c)(3). ARTICLE Ili DIRECTORS SECTION 1. BOARD OF DIRECTORS. The number of voting directors of the corporation shall be nine (9). In addition, the Mayor of Apache Junction Arizona may appoint an individual to serve as a non-voting ex officio member of the board. The initial voting members of the Board of Directors shall serve a one year term. Upon the expiration of their then current terms, the Directors shall serve for staggered terms as provided below. (a) Three of the Directors shall be elected for a one year term, three of the Directors shall be elected for a two year term, and three of the Directors shall be elected for a three year term; however, upon the expiration of such Directors respective terms, their successors shall be elected for a three year term in each case. (b) No Director shall serve for more than two consecutive three year terms. However, a Director who is appointed to complete the term of a Director who has resigned or has been removed may serve two full three year terms in addition to the unexpired term of his or her predecessor. Further, a Director who has served two full three year terms may be reelected as a Director after an absence from the Board of Directors of at least one year. SECTION 2. ELECTION OF THE BOARD OF DIRECTORS. Election of Directors shall take place at the Annual Meeting of the Board. SECTION 3. INTEREST OF DIRECTORS AND OFFICERS. No Director or officer of the Corporation shall have any right, title or interest in or to any property or assets of the Corporation either prior to or at the time of any liquidation or dissolution of the Corporation. 2 SECTION 4. INDEMNIFICATION. 1. Indemnification in Actions by Third Parties. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Corporation, by reason of the fact that he or she is or was a Director, committee member, officer or employee of the Corporation as a member, director, Director, committee member, officer, or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, and against judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted, or failed to act, in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of polo contenders or its equivalent shall not of itself create a presumption that the person acted or failed to act other than in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. 2. Indemnification in Actions by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a Director, committee member, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, Director, committee member, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses, including attorney fees, but excluding judgments and fines and, except as hereinafter set forth, amounts paid in settlement, actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if he or she acted, or failed to act, in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which such court shall deem proper. The court in which any such action or suit was brought may determine upon application that, in view of all circumstances of the case, indemnity for the amounts so paid in settlement is proper and may order indemnity for the amounts so paid in settlement and for the expenses, including attorneys' fees, actually and reasonably paid 3 in connection with such application, to the extent the court deems proper. 3. Indemnification Against Expenses. To the extent that a Director, committee member, officer or employee of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections 1 or 2 of this Section, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses, including attorney fees, actually and reasonably incurred by him or her in connection therewith. 4. Required Determination. Any indemnifications under Subsections 1 or 2 of this Section, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of a Director, committee member, officer, agent or employee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 or 2 of this Section. Such determination shall be made by any of the following: (a) By the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding; (b) If such quorum is not obtainable, in a written opinion of independent legal counsel appointed by a majority of the disinterested Directors for that purpose; or (c) If there are no disinterested Directors, by the court or other body before which the action, suit or proceeding was brought or any court of competent jurisdiction upon the approval of an application by any person seeking indemnification, in which case indemnification may include the expenses, including attorneys' fees, actually and reasonably paid in connection with such application. 5. Advance of Expenses. Expenses, including attorneys' fees, incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director, committee member, officer, agent or employee to repay the amount unless it is ultimately determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article. 6. Not Exclusive. The indemnification and other benefits provided in this SECTION 4 are not exclusive of any other fights to which those benefited may be entitled under any bylaw, agreement, vote of disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. The indemnification and other benefits provided by or granted pursuant to these Byfaws, 4 unless otherwise provided when authorized or ratified, shall continue to a person who has ceased to be a Director, committee member, officer, agent or employee and shall inure to the benefit of the heirs, executors and administrators of such a person. 7. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, committee member, officer, agent or employee of the Corporation or is or was serving at the request of the Corporation as a director, committee member, officer, agent or employee, of another corporation, partnership, joint venture trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under this SECTION 4. As used in this Subsection 7, "insurance" includes retrospectively rated and self-insured programs to the extent permitted by law. 8. Transferability. The rights to indemnification provided pursuant to this Section cannot be transferred or assigned to any person or entity including, without limitation, an insurance carder and no person or entity may be subrogated to such fights. SECTION 5. GENERAL POWERS. The Board of Directors shall exercise full power to conduct, manage and direct the business and affairs of the corporation. SECTION 6. ATTENDANCE. Unexcused absence from three (3) consecutive Board meetings shall be construed as lack of interest in the work of the Board. A Board member who has failed to contact the Chairman of the Board about such absences and offered a bona fide reason for them may be asked to resign and such will be conveyed in writing to that Board member by the Board of Directors. SECTION 7. COMPENSATION. Neither directors, officers nor close relatives of a director or an officer shall receive any salary or other compensation for their services. 5 ARTICLE IV OFFICERS SECTION I. NUMBER, QUALIFICATIONS AND TERMS. The officers of the Corporation shall be Chairman, Vice Chairman, Secretary and Treasurer and such other officers as may be determined by the Board of Directors. Ali officers shall be a member of the Board of Directors of the Corporation and they shall perform such duties as may be designated by the Board of Directors. Their regular terms shall be two years except for the organizing Board of Directors where one or more Officers may choose to serve a one-year term. The Officers and others as shall be appointed from time to time by the Chairman constitute the Executive Committee of the Corporation. SECTION 2. ELECTION. The officers shall be elected by the Board of Directors at the regular annual meeting of the Board of Directors. Each officer shall hold office until his/her successor shall have been appointed and qualified. A vacancy in any office shall be filled by the Board of Directors for the unexpired portion of the term. SECTION 3. DUTIES. Chairman — shall serve as the chief elected officer of the Corporation and shall preside at all meetings of the Board of Directors and the Executive Committee Vice Chairman — The Vice Chairman is also the Chairman-elect. He/she shall exercise the powers and duties of the Chairman in his absence or disability. The duty of the Vice Chairman will be understood to include that of becoming the Chairman at the conclusion of the Chairman's designated year(s) of service. President/CEO — shall be the Chief Administrative and Executive Officer. The President/CEO shall be a non-voting, ex-officio member of the Board of Directors and the Executive Committee. He/she may serve as Secretary to the Board of Directors but will serve ex officio as a non-voting member of the Executive Committee. He/she may cause to be prepared all documents and reports pertaining to the corporation and may be assigned responsibility for operations of the Corporation on behalf of the Board. Treasurer — shall be the custodian of all the funds of the organization and is responsible for their proper safekeeping, management and control by reviewing reports, providing the annual reports and supervising audits for the Corporation. The Treasurer shall present the Board with an annual budget each year at the Annual Meeting. Secretary -- shall be responsible for maintaining the records of the Corporation including meeting minutes. 6 Staff Liaison - shall be the liaison between the Corporation and the City of Apache Junction; and shall be a non-voting, ex-officio member of the Board of Directors and the Executive Committee. ARTICLE V MEETINGS OF DIRECTORS SECTION 1. ANNUAL MEETING. The regular annual meeting of the Board of Directors shall be held the first Monday in July at a time and place as specified in the notice of the meeting or at a place, time and date to be determined by the Board of Directors as long as it is within three months of the above-stated annual meeting date. SECTION 2. GENERAL MEETINGS OF THE BOARD. The Chairman shall call general meetings of the organization at any time or upon request of three (3) or more board members. Notice of meetings shall be mailed to each member at least 7 days prior to such meetings; mailing may be done by electronic mail or fax as appropriate. SECTION 3. QUORUM. At all meetings of the Board of Directors, a majority of the Directors then serving and qualified in office in the manner provided by the Bylaws shall be necessary and sufficient to constitute a quorum for the transaction of business. Each Director shall have one (1) vote. There shall be no voting by proxy. SECTION 4. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Meetings of the Board of Directors, whether regular or special, may be held by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting. ARTICLE VI REMOVAL FROM OFFICE/DIRECTORSHIP Any officer or director may be removed from office as a result of failure to fulfill the duties of said office or from conduct detrimental to the best interests of The Apache Junction Community Development Corporation. Said removal must be approved by a two-thirds (2/3) vote of the sitting board of directors. 7 ARTICLE VII VACANCY Vacancies by resignation or otherwise on the Executive Committee or the Board of Directors shall be filled with the approval of the Board of Directors for the remaining term(s) of office. ARTICLE Vill LIMITATION OF AUTHORITY No action by any member, committee, division, employee, director or officer shall be binding upon, or constitute an expression of, the policy of the corporation until it shall have been approved or ratified by the Board of Directors ARTICLE IX FISCAL YEAR The fiscal year of The Apache Junction Community Development Corporation shall close June 30;h. ARTICLE X PARLIAMENTARY AUTHORITY The current edition of Robert's Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the Charter of Bylaws of the Organization. ARTICLE XI OTHER PROVISIONS SECTION 1. LIMITATIONS ON ACTIVITIES. No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. 8 Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT. No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, Directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation. SECTION 3. DISTRIBUTION OF ASSETS. Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of the State of Arizona. SECTION 4. PROVISIONS FOR PRIVATE FOUNDATIONS. The Board of Directors shall abide by the following provisions for private foundations: (a) The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to tax on undistributed income imposed by Code Section 4942; (b) The Corporation shall not engage in any act of self-dealing, as defined in Code Section 4941(d); (c) The Corporation shall not retain any excess business holdings as defined in Code Section 4943(c); (d) The Corporation shall not make any investments in such manner as to subject it to tax under Code Section 4944; (e) The Corporation shall not make any "taxable expenditures," as defined in Code Section 4945(d); and (f) The Corporation shall act or fail to act, as set forth in Sections A through E above, such that the Corporation, and any Corporation managers or other disqualified persons with respect thereto, shall not be liable for any of the taxes imposed by Code Sections 4941, 4942, 4943, 4944 and 4945. 9 ARTICLE X11 AMENDMENTS These bylaws, or any of them, may be amended, altered or repealed and new Bylaws adopted by the Board of Directors. Bylaws matters shall be decided by a majority vote of the members of the Board at any regular or special meeting, providing the notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the membership in writing, at least seven (7) days in advance of the meeting at which they are to be acted upon. ARTICLE X111 CONSTRUCTION AND TERMS If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions of portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of incorporation filed with the State of Arizona Corporations Commission used to establish the legal existence of this corporation. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Code of 1986 as amended from time to time, or to corresponding provision of any future federal tax code ARTICLE XIV CONFLICT OF INTEREST Directors shall not vote on matters in which they have a conflict of interest. However, no contract or other transaction between the Corporation and its Directors, officers or any other corporation, firm, association or entity in which its Directors or officers are Directors or officers or are financially interested is either void or voidable because of the relationship or interest or because a Director or officer is present at the meeting of the Board of Directors or a committee of the Board of Directors which authorizes, approves or ratifies such contract or transaction or because his, her or its votes are counted for such purpose, if any of the following apply: (a) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee, which authorizes, approves or ratifies the contract or transaction; (b) The contract or transaction is fair and reasonable to the Corporation at the time the contract or transaction is authorized, approved and ratified in the light of 10 circumstances known to those entitled to vote on the matter at that time; and, in all cases; and (c) Common or interested Directors or officers may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee of Directors which authorizes, approves or ratifies the contract or transaction. ADOPTION OF BYLAWS We, the undersigned, are all of the Directors of this corporation, and we consent to, and hereby do, adopt the foregoing Amended and Restated Bylaws, consisting of the preceding pages, as the Bylaws of The Apache Junction Community Development Corporation this 2 -7 day of J 1 , 2016. The Apache Junction Community Development Corporation, an Arizona non-profit corporation By: Chairman of the Board ce-Chairman of the Board Se tary I // Treasure PHOENIX 54034-2 2864220 11 Apache Junction Community Development Corporation "Building community pride one brick at a time" apachejunctioncdc.com 2021/2022 - Board of Directors Dave Waldron - Chairman PO Box 4284 Apache Junction, AZ, 85178 Jim Duncan—Vice Chairman 2745 E Smoketree St. Apache Junction, AZ, 85119 Chad Heywood - Secretary 288 N. Ironwood Dr., Suite 102 Apache Junction, AZ 85120 Heidi Geldis-Young-Treasurer 4949 E Shiprock St. Apache Junction, AZ, 85119 Johnny Austin PO Box 7740 Apache Junction, AZ, 85178 Jim Humphries 1428 W 14th Ave Apache Junction, AZ 85120 Robin Barker 860 S. Saguaro Apache Junction, AZ 85120 Our Vision Through community involvement, having a common and unified purpose to "Make a Difference" while providing conduits and assistance that enable a strong and sustainable community. Our Mission Working together to maintain and create safe affordable housing, support economic opportunities, instill a sense of community pride and commitment, and enhance the physical image of Apache Junction. Apache Junction Community Development Corporation "Building community pride one brick at a time" apachejunctioncdc.com 2021-2022 ➢ Community Revitalization Projects o Work with various groups to coordinate community projects, provide assistance and material as we can. ➢ Household Hazardous Waste Transport Assistance o Provide pick up service for citizens who can't bring these items to the drop off location. ➢ "Make A Difference Day" o Multiple Projects and locations through-out the City — Annual Event. ➢ Playground Revitalization Project o Work with the Boys and Girls Club on revitalizing their Playground. ➢ Focal Point Brick Memorial o Revitalization and Support. ➢ Residential Address Identifiers o Website sign-up requests, project may include placing and or painting home address numbers for homes in need. Our Vision Through community involvement, having a common and unified purpose to "Make a Difference" while providing conduits and assistance that enable a strong and sustainable community. Our Mission Working together to maintain and create safe affordable housing, support economic opportunities, instill a sense of community pride and commitment, and enhance the physical image of Apache Junction. PQACHf✓G •ti�zCity of Apache Junction 14- 300U East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance The City of Apache Junction Health and Human Services accepts applications requesting financial assistance for the support of health and human service needs within the City of Apache Junction serving city residents. The following provides instructions and eligibility information regarding the request for non-profit funding. Information on this program may be found at http://www.amcity.net/995/Health- Human-Services-Commission. The commission was formed under city code Article § 2-11. This program is made possible under city code Article § 2-14 Request for Financial Assistance. The city code is available at http://www.amcity.net/614/Read-the-City-Code. Application Due Date: January 31, 2021 Per city code, the request for financial assistance must be submitted to the city clerk's office during the month of January to be considered for the following fiscal year. All funding is subject to the execution of an agreement with the city, the approval of a budget allocating funds to the program, and the city council's approval. Eligible Applicants: 501 c(3) A valid, non-profit organization as qualified by the Internal Revenue Service and as registered with the Arizona Secretary of State, Arizona Corporation Commission or other appropriate state office. The applicant must provide a service or perform work on behalf of the city and its residents and demonstrate a presence within the community. 1 PPACHE�G2 ��0 City of Apache JunctionU " z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 9Rlzotk ,Sum,,vb, HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Required Documentation per Ordinance No. 659: ❑ 1 . Most recent audit report (the City Clerk's office has discretion to accept a P&L report and IRS tax filings in lieu of an audit report for smaller nonprofits with an estimated $250,000 or less gross revenue) 2. Most recent financial statement 3. Detailed expenditure statement to include detailed accounting for all previously received City funds (if applicable) 4. Source and amount of funding received from all other sources (non-governmental agencies; membership fees and dues; private contributions) 5. Client service information as applicable to City residents (may not apply in all cases) 6. Proof of non-profit status (IRS determination) 7. Proof of corporate status to include copies of by-laws and Articles of Incorporation 8. Source and amount of funding received from other governmental agencies 9. Names and addresses of all current board members of agency governing board Programs and services affording health, public health, Eligible Activities: and human services care to all people, especially, to individuals of underprivileged conditions. Populations Served: Elderly, handicapped, developmentally disabled, and other special populations. Priority Projects: The Commission reserves the right to identify priority projects for funding. 2 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Agency Information: Name of Agency Apache Junction Community Development Corporation Address Website apachejunctioncdc.com Phone Number 480-474-5086 Name of Agency Director Dave Waldron - Chairman Email Address dave—Waldron@live.com Direct Line 480-250-0944 Project Manager Email Address Direct Line Secondary Contact Jim Duncan - Vice Chairman Email Address jim.duncan@cox.net Direct Line 602-432-6184 3 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Organization Information: Provide background information on your agency to include services currently being provided. Our Vision Through community involvement, having a common and unified purpose to "Make a Difference" while providing conduits and assistance that enable a strong and sustainable community. Our Mission Working together to maintain and create safe affordable housing, support economic opportunities, instill a sense of community pride and commitment, and enhance the physical image of Apache Junction. Provide target population and demographic information on your current clientele to include percentage located within the City of Apache Junction. Elderly, handicapped, developmentally disabled, and other special populations to include the entire City of Apache Junction Community "Annual Make A Difference Day" (MADD) 4 PPACHE�G2 ��0 City of Apache JunctionU " Z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 9Rlzotk ,Sum,,vb, HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Provide an example of a previous project success similar to what is being proposed and/or one that was successful with Health and Human Services funding support. Include how it was determined to be successful. The Apache Junction CDC is a 100% Donor and Volunteer organization. The funding grant recommended by Health and Human Services and approved in 2020 allowed the CDC to focus all donations received be applied towards the many projects needed. Administrative costs such as insurance, web site development, and other misc. supplies were and are "must haves" in order to operate. Other funding for AJCDC projects are usually in the form of a donor's goods and or services. Provide a detailed description of current partnerships within the community include the name of the project/activity and how your agency partnered to make it successful. Revitalization projects - partner with JustServe.org volunteers Make a Difference Day - annual event. Partner with City of AJ Parks and Recreation, Partner with Master Gardeners Association to revitalize Botanical Walk at Silly Mountain. Partner with AJ Development Services Department, Code Compliance. 5 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Does your agency have adequate capacity to complete the project being requested? Yes Is the execution of this project dependent upon new staff funded through Yes this program? Are your board members listed on your website? Yes Does your website include your mission and vision statements? Yes Do you have a strategic plan? Yes Are you listed on the www.211Arizona.org website? NO Have you participated in a Project Connect event in the past? Yes Have you participated in a Health and Wellness Expo in the past? Yes Have you participated in the Apache Junction Community Resource Center Yes in the past? Provide your 501 c3 Identification number and renewal date.* 74-3043614 Do you have current By Laws signed by the Board of Directors?* Yes Do you have current Articles of Incorporation signed by the Board of Yes Directors?* Are you filed with the Arizona Secretary of State or Arizona Corporation Yes Commission?* *These items shall be submitted every five years to be held on file at the city. Should any document change or be updated, a new copy shall be submitted to the city within 10 working days. 6 PPACHE�G2 ��0 City of Apache JunctionU " z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 9R1zotk ,Sum,,vb, HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Problem Statement: What is the nature and extent of the problem to which you are trying to address? Combat community deterioration through the redevelopment and rehabilitation of blighted properties and structures, development of vacant properties, provision of economic development activities, including creation of jobs, particularly for low and moderate income persons, resource planning and enforcement activities on behalf of local units of government for the purposes of neighborhood improvement. Lessen the burdens of government through cooperation with, and activities on behalf of, local units of government To whom is this happening? Elderly, handicapped, developmentally disabled, and other special populations. Why is this happening? What are the reasons or causes for the problem? The target population is unable to maintain their properties due to life circumstances. PQACHf✓G •ti�zCity of Apache Junction 14- 300U East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance How do you know this is a problem? Provide statistics that support your claim. If available, please use statistics collected from your agency data and/or local documentation. Through our partnership with the City of Apache Junction various departments. Code Compliance averages 50 case person code enforcement officer. What will happen if the problem is not addressed? Continued deterioration of various properties throughout the City. What are the gaps between what exists and the solution? Funding, volunteers and resources. s PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Is there local documentation which identifies this as a problem? Yes, through Development Services Has the city or the commission identified this as a problem? Yes, through Development Services 9 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Project Proposal: What is the proposed project to address the problem identified above? Please address the who, what, when, where, why, and how. Community Revitalization Projects,Work with various groups to coordinate community projects,provide assistance and material as we can. Household Hazardous Waste Transport Assistance, Provide pick up service for citizens who can't bring these items to the drop off location. "Make A Difference Day", Multiple Projects and locations through-out the City—Annual Event. Playground Revitalization Project,Work with the Boys and Girls Club on revitalizing their Playground. Focal Point Brick Memorial, Revitalization and Support. Residential Address Identifiers,Website sign-up requests,project may include placing and or painting home address numbers for homes in need. Is this a best practice or has it been proven successful in other places? Best Practice Is this a new or continuing project? Continuing projects Why is this a need to be addressed? Elderly, handicapped, developmentally disabled, and other special populations are unable to maintain their properties. 10 PPACHE�G2 •�0 City of Apache Junction ate- 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 � j gR1z0tk HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Who will you serve with this project? City of Apache Junction Community How and will you sustain this project after the agreement has ended? Find other financial Resources/Corporations have business regulations they need to follow and pay for. We will need to finance those from the projects i.e. 10% of donations are administrative expense. Are there any community partners on this project? If so, please list. Various City of Apache Junction Departments Justserve.org Rotary AJUSD Modern Woodman Association Master Gardeners Republic Services And many, many local AJ business service companies and volunteers 11 PQACHf✓G •ti�zCity of Apache Junction ��- U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Please complete the chart below to answer the following questions for each component of your project. Approach: What are you going to do? Inputs/Resources: What resources do you have to complete the project? Activities: What specific actions will take place? Outputs: What is the direct product of the activities? Outcomes: What is the benefit or change as a result of the project? Goals: What is the overall goal of the project? Project Component Approach Input Activities Outputs Outcomes Goals Attached 12 PQACHf✓G ti�z City of Apache Junction u = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 gRIZONP �„m,�"e` HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Financial Information: What is your Tax ID number? 74-3043614 What is your Arizona Tax Privilege License number? NA Does your agency have internal financial controls in place to track, report, Yes and account for all funds which promotes transparency? Is a certified public accountant responsible for your daily financials? No Is a certified public accountant responsible for creating your monthly No financial statements? Please provide most recent report. Is a certified public accountant responsible for your filing your taxes? No When was your last 990 reported? 10/22/20 Where can it be found? AJCDC office Have you had an audit completed and when?* No Do you have an annual agency budget? Please provide. Yes Who is responsible for creating your annual budget? Board *These items may be submitted every five years to be held on file at the city. Should any document change or be updated, a new copy shall be submitted to the city within 10 working days. Provide a list of your annual fundraisers and average amount raised. Each Project includes various donations needed to complete. Donations are received from individuals who see projects being worked and want to help. Donations can be made through apachejunctioncdc.com One Annual event is Make a Difference Day (MADD) Provide a list of your funding sources and the average amount received, including membership dues and private contributions. Private contributions are the main source of funding for all the projects listed. Amounts vary. Administrative (operating costs) have been received from the City of Apache Junction. 13 PPACHE�G2 ��0 City of Apache JunctionU " Z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 9Rlzotk ,Sum,,vb, HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Project Budget: Please provide a detailed budget by quarter for each itemized expense. Quarter 1 Quarter 2 Quarter 3 Quarter 4 Total 1 Administrative $1,840 $1,200 $1,750 $1,470 $ 6,260 2 Community Revital $1,100 $1,050 $1,700 $900 $ 4,750 3 Hazardous Waste ' $1,500 $500 $500 $0 $ 2,500 4 Make A Difference $3,000 $2,000 $0 $0 $ 5,000 5 Playground Revitali $1,200 $2,100 $700 $0 $ 4,000 6 Focal Point Memor $150 $150 $100 $100 $ 500 7 Home Address Mai $250 $100 $340 $300 $ 990 8 $ 9 $ 10 $ Total $9,040 $7,100 $5,090 $2,770 $24,000 What percentage of the project budget is being requested? $ 100 % What percentage of your budget is the requested funding? $ 100 % 14 PPACHE�G2 ��0 City of Apache JunctionU " Z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Narrative: Please provide a detailed budget narrative for each itemized expense. Administrative, Insurance, Website & email, Postage, Printing, Office supplies, Misc Other. 1 Community Revitalization, Equipment, dump fees, misc other 2 Hazardous Waste Transport, Equipment & Gas 3 Make A Difference Day, Equipment, Materials, misc other 4 Playground Revitalization, Equipment, Materials, misc. other 5 Focal Point Memorial, Equipment, Materials, misc. other 6 Residential Address Identifiers, Materials, equipment, misc.other 7 9 10 15 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Project Evaluation: How will you determine your project was successful in reaching your goals and what methods will you use? Completion of Projects, Community volunteer participation, Building Community Pride One Brick at a Time. Project a minimum of two SMART Objectives by completing the chart below. Direction of What is Target Degree of change changing population change Timeframe Measure See List 2 See List 3 4 16 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Scoring Rubric for Commissioners: Eligibility Questions Y/N Application was submitted by the required due date. Application was complete and provided adequate detail. Applicant meets eligibility requirements. Serves AJ residents Has a presence in the community Is a 501 c(3) non-profit Provides a health and human services need Proposal Review 1 to 5 Organization Review - 25 points total Provided information on residents served Demonstration of successful projects Demonstration of agency partnerships Demonstration of agency capacity Provided all required documentation per Ordinance No. 659 Problem Statement Review - 15 points total Adequately identified the problem Adequately identified the gaps Identified a documented problem Proposal Review - 20 points total Provided detailed project information Demonstration of need Demonstration of community partners Provided a detailed project scope Financial Review - 15 points total Provided required documentation Demonstrated a financial need Provided detailed and eligible budget Evaluation Review - 10 points total Comprehensive evaluation plan Provided a minimum of two SMART objectives 85 points total 0 1 = Did not address adequately 2 =Addressed somewhat 3 =Addressed 4 =Adequately addressed 5 = Exceeded expectation 17 Execution Version AMENDED AND RESTATED BY-LAWS OF BOYS & GIRLS CLUBS OF EAST VALLEY—METRO PHOENIX, INC. An Arizona Non-Profit Corporation ARTICLE I OFFICES AND CORPORATE SEAL Section 1.01 Principal Office. The principal office of Boys&Girls Clubs of East Valley —Metro Phoenix, Inc. (the"Corporation") shall be located in Maricopa County, Arizona. Section 1.02 Other Offices. The Corporation may also have offices at such other places, both in and out of the State of Arizona, as the Board of Directors of the Corporation (the "Board of Directors")may from time to time determine or the business of the Corporation may require. Section 1.03 Registered Office and Registered Agent. The Corporation shall have and continuously maintain in the State of Arizona a registered office and a registered agent whose office is identical with such a registered office, as required by the Arizona State Corporation Commission. The registered office may, but need not, be identical with the principal office of the Corporation in the State of Arizona, and the Board of Directors may change the address of the registered office from time to time. ARTICLE II MEMBERS Section 2.01 General. The Corporation shall have no members. ARTICLE III BOARD OF DIRECTORS Section 3.01 General Powers. The Board of Directors shall manage the affairs of the Corporation. Section 3.02 Number and Terms. The Board of Directors shall consist of no fewer than three directors and no more than 100 directors (each a"Director"). The number of Directors may from time to time be increased by an amendment to these By-Laws. The Directors shall be elected at the annual meeting and, except as provided in Section 3.04, each Director elected shall hold office for a three year term, with no limits on the number of terms. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at any meeting of Directors. The term of the Directors shall be so arranged that the term of approximately one-third of the Directors will expire at each annual meeting. Section 3.03 Nondiscrimination. The officers, Directors, Committee members, employees and persons served by this Corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin and sexual orientation. It is the policy of the Corporation not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran's status, political service or affiliation, color, religion or national origin. Section 3.04 Vacancies. Vacancies may be filled by a majority vote of a quorum of the remaining Directors. The term of any replacement Director appointed pursuant to this Section 3.04 may take effect when the resignation of any resigning Director shall become effective (or such other time as determined by the Board of Directors). Each Director appointed pursuant to this Section 3.04 shall serve for the remainder of the term of office of the resigning Director or Directors for which he or she was appointed;provided,however,that terms of vacant directorships may be shortened or enlarged to fulfill the goal of staggered terms for Directors as set forth in Section 3.02. Section 3.05 Authority of Directors; Duties of the Directors. The business of the Corporation shall be managed by the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited by statute,the Articles of Incorporation of the Corporation, as amended (the "Articles of Incorporation") or these By- Laws. The Board of Directors shall assume legal and fiduciary responsibility for the Corporation and govern the Corporation's business, oversight and affairs. The Board of Directors shall be responsible for revenue generation and resource development to help ensure that the Corporation has the resources to conduct business;provided that the Executive Committee shall be empowered to act on behalf of the Board of Directors in exercising such duties to the extent expanded to so act hereunder. Section 3.06 Directors' Meetings. The Board of Directors may hold meetings, both regular and special, either in or out of the State of Arizona. To the extent permitted by law, members of the Board of Directors or any Committee thereof may participate in a meeting of the Board of Directors or such Committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously hear each other during the meeting, and participation in a meeting pursuant to this Section 3.06 shall constitute presence at such meeting. Section 3.07 Annual Meetings. The annual meeting of the Board of Directors shall be held at such time and place as the Chairperson and Secretary shall designate in a written notice which shall be delivered by mail, facsimile transmission or electronic message, including through an electronic board portal, to each Director at least 30 days prior to such annual meeting. In no event shall more than 13 months elapse between successive annual. Section 3.08 Regular Meetings. Regular meetings of the Board of Directors shall be held quarterly at such time and place as shall from time to time be determined by the Board of Directors. Written notice of the time and place of any such meeting of the Board of Directors shall be delivered by mail,facsimile transmission or electronic message,including through an electronic board portal, to each Director by the Secretary at least ten days prior to such meeting. Section 3.09 Special Meetings. Special meetings of the Board of Directors maybe called by the Chairperson, and shall be called by the Chairperson or Secretary on written request of at least one-third of the then-serving Directors. Written notice of the time and place of any such special meeting of the Board of Directors shall be delivered by mail, facsimile transmission or 2 electronic message, including through electronic board portal,to each Director by the Secretary at least 48 hours prior to such meeting. Section 3.10 Quorum. At all meetings of the Board of Directors, one-third of the total number of then-serving Directors shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically provided by statute, the Articles of Incorporation or these By-Laws. If a quorum is not present at a meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time,without notice other than announcement at the meeting, until a quorum is present. Section 3.11 Voting.All Directors shall have equal voting rights and possess equal rights in all aspects. A Director vote on any matter may be conducted by mail, facsimile transmission, electronic message, electronic board portal or by any combination of those messages.All Directors shall be entitled to vote by proxy; provided, that no proxy shall be valid following the one month anniversary of its execution unless a different period is expressly provided on the face of the appointment form; and provided, further, that no proxy shall be valid until received by the Secretary of the Corporation. A Director may revoke any proxy by written notice to the Secretary of the Corporation; provided, that such revocation shall not affect any vote that occurred prior to the Secretary's receipt of such proxy. Section 3.12 Acts by Written Consent. Any corporate action permitted to be taken by the Board of Directors by any provision of an applicable statute, these By-Laws or the Articles of Incorporation may be dispensed with if at least a majority of the Directors entitled to vote upon such action at a meeting of the Board of Directors consents in writing to such corporate action being taken. Such consent shall have the same force and effect as a majority vote at a regularly- called meeting, and may be stated as such in any document or instrument filed with the Secretary of State. Any such signed consent, or a signed copy thereof, shall be placed in the minute book of the Corporation. Section 3.13 Resignation. Any Director may resign at any time by delivering a written resignation to the Chairperson or the Secretary of the Corporation. Such resignation shall be effective upon receipt unless otherwise provided by the terms thereof. Section 3.14 Removal.Any Director may be removed either with or without cause at any meeting of the Board of Directors by the affirmative vote of the Board of Directors acting in accordance with this Article III, including Section 3.12 hereof. Section 3.15 Compensation. The Directors shall serve without compensation. No such prohibition, however, shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore. Section 3.16 Dues of Directors. Each Director shall pay such dues as may be established from time to time by the Board of Directors. The Executive Committee shall have the discretion to waive the payment of dues, or accept payment of dues in-kind or through the provision of services, by any Director under circumstances deemed appropriate by the Executive Committee. 3 Any waiver of dues for one Director shall not affect the obligation of the other members of the Board of Directors to pay their dues. ARTICLE IV NOTICES Section 4.01 Delivery. Notices to Directors may be in writing and delivered personally, by electronic messaging, including through an electronic board portal, or mailed to the Directors at their addresses appearing on the books of the Secretary. Notice by mail shall be deemed to be given at the time when the same shall be deposited in a United States Post Office or mailbox. Notice to Directors may also be given orally, in person, by telephone or by electronic notice, including through an electronic board portal, and, if by electronic notice, shall be deemed to be given at the time when the same shall be delivered. Section 4.02 Waiver.Whenever any notice is required to be given to Directors under any provision of an applicable statue, these By-Laws or the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto to the giving of such notice. All such waivers shall be filed with the minutes in the corporate record. Attendance of a Director at a meeting of the Board of Directors shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not duly called or convened. ARTICLE V OFFICERS Section 5.01 Necessary Officers. The officers of the Corporation shall be appointed by the majority vote of a quorum of the Board of Directors and shall include a Chairperson, one or more Vice Chairperson(s), a Secretary and a Treasurer. Any Director may hold two or more offices, except for the offices of Chairperson and Secretary. All officers shall be members of the Board of Directors. Section 5.02 Additional Officers. The Board of Directors may appoint additional Vice Chairmen and Assistant Secretaries and Assistant Treasurers and such other offices and agents, as it shall deem necessary. Such officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. All such additional officers shall also be members of the Board of Directors. Section 5.03 Terms of Office. Unless otherwise stated herein, all officers of the Corporation shall hold office for a period of one year from the date of election or appointment, or until their successors are chosen and qualified; provided, that such term shall automatically renew for a successive one year term if no successor to such officer is elected or appointed within 30 days prior to the expiration of such officer's current term. The Chairperson may serve up to four consecutive one-year terms. Any officer appointed by the Board of Directors may be removed at any time with or without cause by the Board of Directors acting in accordance with Article III, including Section 3.12 thereof, whenever, in the Board of Directors' sole judgment, the best interests of the Corporation will be served thereby. Any vacancy occurring in any office of the 4 Corporation by death,resignation,retirement,removal or otherwise shall be filled by the Board of Directors and such newly-appointed officer shall fulfill the unexpired term of his predecessor and serve in such capacity until his successor is duly appointed and qualified. Section 5.04 Authority. Officers and agents shall only have such authority and perform such duties in the management of the Corporation as provided in these By-Laws or as may be determined by resolution of the Board of Directors not inconsistent with these By-Laws. Section 5.05 The Chairperson. The Chairperson may preside at meetings of the Board of Directors and shall have power to (a) call special meetings of the Board of Directors for any purpose or purposes, (b) appoint and discharge, subject to the approval or review by the Board of Directors, employees and agents of the Corporation and fix their compensation and (c) make and sign contracts and agreements in the name of and on behalf of the Corporation. The Chairperson shall, through the Chief Executive Officer, put into operation such business policies of the Corporation as shall be decided upon by the Board of Directors and communicated to the Chairperson. The Chairperson shall see the books, reports, statements and certificates required by the statutes under which the Corporation is organized or any other laws applicable thereto are properly kept,made and filed according to law;and shall generally do and perform all acts incident to the office of the Chairperson which are authorized or required by law. Section 5.06 The Vice Chairperson. The Vice Chairperson(s), in the order of their seniority,unless otherwise determined by the Board of Directors, shall,in the absence or disability of the Chairperson, perform the duties and exercise the power of the Chairperson. The Vice Chairperson(s) shall also generally assist the Chairperson and exercise such other powers and perform such other duties as delegated by the Chairperson and as the Board of Directors shall prescribe. Section 5.07 The Secretary. The Secretary shall attend all meetings of the Board of Directors and record all the proceedings of the meetings in the minutes of such meeting. The Secretary shall give, or cause to be given, notice of all annual, regular and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, under whose supervision he or she shall be, or as delegated from time to time by the Chairperson. The Secretary shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by the Secretary's signature or by the signature of the Treasurer or and Assistant Secretary. Section 5.08 The Treasurer. The Treasurer shall be responsible for the oversight of all funds of the Corporation and shall have the general powers and duties usually vested in the office of Treasurer of a corporation and shall have such other powers and duties not inconsistent with these By-Laws as may be assigned to him or her from time to time by the Board of Directors, the Chairperson, or the President & CEO, including the powers and duties to chair the Finance Committee. Section 5.09 Counterterrorism. In furtherance of its exemption by contributions to other organizations,domestic or foreign,the Corporation shall stipulate how the funds will be used and shall require the recipient to provide the Corporation with detailed records and financial proof 5 of how the funds were utilized. Although adherence and compliance with the US Department of the Treasury's publication, the "Voluntary Best Practice for U.S.-Based Charities," is not mandatory, the Corporation willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks. The Corporation shall also comply and put into practice the federal guidelines, suggestions, laws and limitations set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control in regard to its foreign activities. ARTICLE VI CHIEF EXECUTIVE OFFICER Section 6.01 Appointment. The Board of Directors shall appoint a Chief Executive Officer of the Corporation, fix his or her compensation, prescribe his or her duties, and otherwise determine the terms of his or her employment. The Chief Executive Officer shall be a nonvoting member of the Board of Directors. The Chief Executive Officer shall: (a) Manage the affairs and direct the work and employees of the Corporation subject to, and, in accordance with, the direction of the Board of Directors; (b) Prepare budgets of expenses for the approval of the Finance Committee (as defined below); and (c) Be authorized to incur expenses in accordance with the approved budget, or as directed by the Board of Directors. The Chief Executive Officer shall also carry out the business policies of the Board of Directors, shall have general management and control of the business and affairs of the Corporation and shall be the managing executive officer of the Corporation. The Chief Executive Officer, in carrying out such business polices, shall be given the necessary authority to discharge such responsibility. Section 6.02 Meetings of the Board of Directors. The Chief Executive Officer shall attend all meetings of the Board of Directors unless otherwise directed by the Board of Directors and shall be an ex-officio member of all Committees. Section 6.03 Other Duties. The Chief Executive Officer shall from time to time make reports of the work and affairs of the organization to the Chairperson and the Board of Directors at the annual, regular and special meetings of the Board of Directors. ARTICLE VII COMMITTEES Section 7.01 Committees. (a) The Board of Directors, having a resolution adopted by a majority vote of a quorum of the Board of Directors,may designate such committees as are deemed necessary 6 or advisable in the discretion of the Board of Directors (each a "Committee" and, collectively, the"Committees"). Each Committee shall consist of two or more persons, all of whom shall be Directors. Subject to Section 7.13, such Committees shall have and exercise only the authority delegated to them as provided herein or in such resolution of the Board of Directors and shall have no authority to act beyond the scope of such delegation. The Chairperson shall appoint all Committee members and the respective chairpersons within 30 days after each annual meeting of the Board of Directors. (b) As of the date hereof,the Committees of the Corporation shall be as follows: (1) Executive Committee; (2) Finance Committee; (3) Audit Committee; (4) Board Development Committee; and (5) Safety Committee. Section 7.02 Term of Office. Each member of a Committee shall continue as such until the next annual meeting of the Board of Directors and until his successor is appointed, unless the Committee shall be sooner terminated, or unless such member be removed from such Committee or unless such member shall cease to qualify as a member thereof. Section 7.03 Chairpersons. The Chairperson shall appoint one member of each Committee as chairperson of such Committee. Section 7.04 Vacancies. Vacancies in the membership of any Committee may be filled by appointments made in the same manner as provided in the case of the original appointments. Section 7.05 Quorum; Voting Rights. Unless otherwise provided in the resolution of the Board of Directors designating a Committee,a majority of the entire Committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Committee. Section 7.06 Rules. Each Committee may adopt rules for its own governance not inconsistent with these By-Laws or with rules adopted by the Board of Directors. Section 7.07 Executive Committee. The Board of Directors shall convene and appoint members to an Executive Committee of the Corporation (the "Executive Committee"). The Executive Committee shall consist of all of the officers of the Corporation and at-large members as are assigned to the Executive Committee by the Board of Directors or as otherwise provided for in Article VIII hereof. The Chairperson shall be the chairperson of the Executive Committee. It shall be the duty of the Executive Committee (as defined below) to act for the Board of Directors in accordance with the policies and programs established by the Board of Directors, these By- Laws and the Articles of Incorporation. The Executive Committee shall have the authority to act during the intervals between meetings of the Board of Directors. Except as set forth in Section 7 7.13, the Executive Committee shall possess and may exercise the authority of the Board of Directors in the management of the ordinary business affairs of the Corporation, in addition to such other duties as are delegated to it by the Board of Directors. The Executive Committee shall direct the Secretary to keep an accurate record of its meetings. Section 7.08 Finance Committee. The Board of Directors shall convene and appoint members to a Finance Committee of the Corporation (the "Finance Committee"). The Finance Committee shall be responsible for the oversight of all of the Corporation's financial reporting requirements, which shall entail ensuring that (a) the financial accounts and records of the Corporation are maintained in accordance with United States generally accepted accounting principles and (b) that the Corporation be audited annually by an independent certified public accountant ("CPA"). The Finance Committee, together with the Audit Committee (as defined below), shall oversee the financial reporting process. Section 7.09 Audit Committee. The Board of Directors shall convene and appoint members to an Audit Committee of the Corporation (the "Audit Committee"). The Audit Committee shall be responsible for overseeing the Corporation's external audit process by managing the selection, appointment, compensation, oversight and retention of such independent CPA(s) as are selected, from time to time, to perform the Corporation's external audit. The Audit Committee, together with the Finance Committee, shall oversee the financial reporting process. The Audit Committee shall oversee the risk assessment and risk management of the Corporation. Section 7.10 Board Development Committee. The Board of Directors shall convene and appoint members to a Board Development Committee of the Corporation (the "Board Development Committee"). The Board Development Committee shall be responsible for nominating candidates for the Board of Directors and nominating officers of the Corporation. The Board Development Committee shall review and propose amendments to the Corporation's By- Laws. The Board Development Committee shall be responsible for providing training and development opportunities to the Board of Directors. Section 7.11 Safety Committee. The Board of Directors shall convene and appoint members to a Safety Committee of the Corporation (the "Safety Committee"). The Safety Committee shall provide oversight of strategic safety planning,organization prevention efforts and safety policies and procedures of the Corporation. Section 7.12 Ex-Officio Members. The Chairperson and the Chief Executive Officer of the Corporation and/or their designees shall be the ex-officio members of all Committees. Section 7.13 Actions Requiring Approval of the Board of Directors.Notwithstanding anything to the foregoing, a Committee (including the Executive Committee) is expressly prohibited from taking the following actions: (a) filling any vacancy of the Board of Directors or the Executive Committee; (b) adopting any amendments or repealing the (i) Articles of Incorporation of the Corporation or(ii)these By-Laws; 8 (c) incurring any indebtedness or encumbering any of the assets of the Corporation; (d) making any loans of the funds of the Corporation; (e) approving the entry by the Corporation of any agreement or transaction between the Corporation, on the one hand, and any Director or officer of the Corporation, or any corporation, firm, association or other entity in which one or more of the Directors or officers are directors or officers, or have a financial interest (directly or indirectly through a relative), on the other hand; (f) approving the giving of any guarantees by the Corporation; (g) approving any plan of merger or consolidation of the Corporation; (h) approving the sale, lease, mortgage or other disposition of all, or substantially all of the assets of the Corporation; (i) approving the dissolution or liquidation of the Corporation; or 0) approving any fundamental change in the purpose, character or business of the Corporation. ARTICLE VIII SUPPORT ORGANIZATIONS AND TRUSTEES OF THE CORPORATION Section 8.01 Support Organizations. The Board of Directors shall have the right to create one or more Support Organizations (each a "Support Organization"). The Support Organizations will be organized for the purpose of performing ancillary services for and on behalf of the Corporation. The current Support Organization of the Corporation is hereinafter set forth. (a) Boys&Girls Clubs of Metropolitan Phoenix Foundation.The Boys& Girls Clubs of Metropolitan Phoenix Foundation (the "MP Foundation") shall at all times have an independent board of directors, which shall consist of the then current Chief Executive Officer, Chairperson and the Treasurer of the Corporation and such other persons as shall be designated by the MP Foundation. The MP Foundation shall create its own governing rules and regulations, provided, however, that such rules and regulations shall not be inconsistent with the rules and regulations of the Corporation. The Executive Committee shall include a member of the MP Foundation designated by the MP Foundation to serve on the Executive Committee and on the Board of Directors. Section 8.02 School Governing Board. The Board of Directors shall appoint a School Governing Board("School Governing Board"),which shall consist of not less than three,nor more than ten members, at least one of whom shall be a member of the Board of Directors. A School Governing Board shall be created for each charter that is held by the Corporation ("Charter School"). Each member of the School Governing Board shall serve for a term of three years, unless removed earlier by the majority vote of the Board of Directors or by resignation. The School Governing Board shall have responsibility for managing both the financial and instructional 9 oversight of the Charter School. The School Governing Board shall have the duty to promulgate policies for the Charter School and shall operate in a manner consistent with Arizona law and in accordance with such rules and regulations as the Board of Directors may issue from time to time. Furthermore, the School Governing Board shall review, approve and ratify such other matters (such as the annual budget) as may be delegated by the Board of Directors from time to time. In no event, however, will the School Governing Board have the authority of the Board of Directors to: (1) fill vacancies on the Board of Directors or any committee of the Board of Directors, including the School Governing Board; (2) amend or repeal any organizational or governance documents of the Corporation; or(3) fix compensation of the Directors or any other officers of the Corporation.Any member of the School Governing Board may be removed,with or without cause, by the Board of Directors. If any vacancies occur on the School Governing Board, a majority of the members of the School Governing Board shall be entitled to nominate, from time to time, potential members to fill such vacancy;provided, that the Board of Directors may elect to confirm such a nomination, or elect any other qualified person to fill such vacancy, as the Board of Directors determines in its sole discretion. The Board of Directors, with or without cause, may dissolve the School Governing Board or remove any member thereof at any time. The School Governing Board shall meet not less than quarterly and all meetings of the School Governing Board shall be conducted in accordance with, and governed by, the applicable provisions of the Arizona Open Meeting Law,A.R.S. §§38-431 et. seq. (as may be amended from time to time). All members serving on the School Governing Board shall comply with any applicable laws or regulation necessary to serve on such School Governing Board. Section 8.03 Trustees. Trustees of the Corporation (each a "Trustee") shall provide counsel and assistance to the Chairperson and to the Board of Directors. The Trustees shall serve as ambassadors and advocates for the Corporation and use their personal and professional position to provide entree to key stakeholders and potential investors and donors. Trustees shall not have the duties or obligations of members of the Board of Directors as set forth herein or under law. Trustees shall pay dues as the Board of Directors may, from time to time, establish, if any. Dues of the Trustees may be waived by the Board of Directors at its discretion. Section 8.04 General. The Chairperson, subject to the approval of the Executive Committee, may create one or more committees or a special appointment to a committee. Except as provided otherwise in these By-Laws, the Chairperson jointly with the CEO and subject to the approval of a majority of the Executive Committee, will appoint one or more Directors to serve on each committee. In the discretion of the Chairperson, any person serving on a committee need not be a Director. These By-Laws or the resolution establishing a committee, as applicable, shall set forth its powers and duties. Members of any committee, shall serve at the pleasure of, and may be removed with or without cause at any time by, the Chairperson, subject to the approval of the Executive Committee. If a vacancy occurs on any committee, the vacancy may be filled by the Chairperson jointly with the CEO, subject to the approval of a majority of the Executive Committee. A committee may exercise the powers specifically granted to it by the Chairperson, which generally will include the delegated authority to take action on behalf of the Board of Directors. 10 ARTICLE IX INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 9.01 Indemnification. To the greatest extent provided by law, as provided in Arizona Revised Statutes Section 10-3850 et seq. (as may be modified, supplemented or replaced from time to time), and except as provided in these By-Laws, the Corporation shall hold harmless and indemnify each of its current and former Directors and officers(hereinafter each is individually referred to as an "Indemnitee") for, from and against any and all liability and expenses incurred by the Indemnitee in connection with any threatened or actual proceeding or legal action resulting from the Indemnitee's service to the Corporation or to another entity at the Corporation's request. Section 9.02 Exclusions. Except insofar as permitted by law, the Corporation shall not indemnify the Indemnitee if indemnification is prohibited by Arizona Revised Statutes Section 10- 3850 et seq. (Authority to Indemnify) (as may be modified, supplemented or replaced from time to time). In addition, the Corporation shall not indemnify the Indemnitee for the following: (a) The amount of a financial benefit received by an Indemnitee to which the Indemnitee is not entitled,whether or not that benefit resulted from action taken within the scope of the Indemnitee's office; (b) An act or omission by the Indemnitee on the Corporation not taken in good faith or an act or omission by the Indemnitee on the Corporation involving the intentional infliction of harm, intentional misconduct or a knowing violation of the law; (c) A breach of the Indemnitee's duty of loyalty to the Corporation; (d) An act or omission for which the liability of the Indemnitee is expressly provided for by Arizona Revised Statutes Section 10-3830 (General Standards for Directors), Arizona Revised Statutes Section 10-3833 (Liability for Unlawful Distributions)or any other statute that expressly provides for the liability of the Indemnitee (in each case, as may be modified, supplemented or replaced from time to time); (e) In connection with a proceeding by or in the right of the corporation in which the Director was adjudged liable to the corporation; (f) In connection with any other proceeding charging improper personal benefit to the Director,whether or not involving action in the Director's official capacity, in which the Director was adjudged liable on the basis that personal benefit was improperly received by the Director; or (g) An intentional violation by the Indemnitee of criminal laws. Section 9.03 Procedure. The Indemnitee shall notify the Corporation promptly of the threat or commencement of any proceeding or legal action with respect to which the Indemnitee intends to seek indemnification and shall give the Corporation a reasonable opportunity to defend the same at its own expense and with counsel reasonably satisfactory to the Indemnitee. The Corporation shall be entitled to assume the Indemnitee's defense with counsel reasonably satisfactory to the Indemnitee, unless the Indemnitee provides the Corporation with an opinion of counsel reasonably concluding that there may be a conflict of interest between the Indemnitee and 11 the Corporation in the defense of the proceeding or legal action,or that there may be legal defenses available to the Indemnitee which are different from or in addition to those available to the Corporation or if the Corporation shall, after receiving notice of the Corporation's indemnification obligation and within a period of time necessary to preserve any and all defenses to any claim asserted, fails to assume the defense or to employ counsel for that purpose satisfactory to the Indemnitee, the Indemnitee shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf of, for the account of, and at the risk of, the Corporation. The Corporation shall be responsible for the reasonable counsel fees, costs, and expenses of the Indemnitee in conducting its defense. Section 9.04 Expense Advances. The Corporation shall advance expenses, including attorneys' fees, incurred or to be incurred by the Indemnitee in defending a proceeding or legal action upon receipt of notice and, if required by law, of an undertaking by or on behalf of the Indemnitee. The Indemnitee shall repay all amounts advanced if it is ultimately determined by final judicial decision (after expiration or exhaustion of any appeal rights) that the Indemnitee is not entitled to be indemnified for such expenses. In addition,whether the Corporation pays for the reasonable expenses or reimburses an Indemnitee, The Indemnitee must first provide the Corporation with a written affirmation of the Indemnitee's good faith belief that he or she has met the standard of conduct contained in Arizona Revised Statutes Section 10-3830 and/or Arizona Revised Statutes Section 10-851 (in each case,as may be modified, supplemented or replaced from time to time), or that the proceeding involves conduct for which liability has been eliminated pursuant to Arizona Revised Statutes Section 10-3202(B)(1) (Articles of Incorporation) (as may be modified, supplemented or replaced from time to time). Section 9.05 Settlement of Claims. Neither the Corporation nor the Indemnitee will unreasonably withhold consent to any proposed settlement. The Corporation shall not be obligated to indemnify the Indemnitee for any amounts incurred in settlement, if settlement is made without the Corporation's prior written consent. The Corporation shall not enter into any settlement that would impose any penalty or limitation on the Indemnitee without the Indemnitee's prior written consent. Section 9.06 Insurance and Other Indemnification. The Board of Directors shall have the power to cause the Corporation: (a)to purchase and maintain, at the Corporation's expense, insurance on behalf of the corporation and on behalf of others to the extent that power to do so has been or may be granted by statute; and(b)to give other indemnification to the extent permitted by law. Section 9.07 Effect of Repeal. In order that officers and Directors may rely on the indemnification promised by this Article IX,no repeal or amendment of this Article IX shall reduce the right of the Indemnitee to payment of expenses or indemnification for acts of the Indemnitee taken before the date of repeal or amendment. ARTICLE X CODE OF ETHICS AND WHISTLEBLOWER Section 10.01 Standards. The Corporation requires and encourages Directors, officers and employees to observe and practice high standards of business and personal ethics in the 12 conduct of their duties and responsibilities. The employees and representatives of the Corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of the Corporation to adhere to all laws and regulations that apply to the Corporation and the underlying purpose of this policy is to support the Corporation's goal of legal compliance. The support of all corporate staff is necessary to achieve compliance with various laws and regulations. Section 10.02 Reporting Violations. If any Director, officer or employee reasonably believes that some policy, practice or activity of the Corporation is in violation of law, a written complaint must be filed by that person with the Chairperson or any Vice Chairperson. Section 10.03 Acting in Good Faith.Anyone filing a complaint concerning a violation or suspected violation of the Corporation's Code of Ethics (the"Code") must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense. Section 10.04 Retaliation.The Corporation shall not retaliate against any Director,officer or employee who in good faith has made a protest or raised a complaint against some practice of the Corporation or of another individual or entity with whom the Corporation has a business relationship on the basis of a reasonable belief that the practice is in violation of law or a clear mandate of public policy. The Corporation shall not retaliate against any Director, officer or employee who discloses or threatens to disclose to a supervisor or a public body any activity, policy or practice of the Corporation that the individual reasonably believes is in violation of a law, rule or regulation mandated pursuant to law or reasonably believes is in violation of a clear mandate of public policy concerning the health, safety, welfare or protection of the environment. Said person is protected from retaliation only if he or she brings the alleged unlawful activity, policy or practice to the attention of the Corporation and provides the Corporation with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described in Section 10.05 is only available to individuals that comply with this requirement. Section 10.05 Confidentiality. Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. ARTICLE XI DISPOSITION OF ASSETS UPON DISSOLUTION Upon the dissolution of the Corporation by duly authorized articles of dissolution adopted in accordance with Arizona Revised Statutes Section 10-11401 et seq. (as may be modified, supplemented or replaced from time to time), the Board of Directors, in its sole discretion, shall, after paying or making provisions for the payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or exempt organizations under Section 501(c)(3) of the Tax Code or the corresponding provision 13 of any future United States federal tax code. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction, in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization(s) as the court shall determine that are organized and operated exclusively for such purposes. In the event of dissolution of the Corporation, no Director shall have any rights nor receive any assets of the Corporation. ARTICLE XII GENERAL PROVISIONS Section 12.01 Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 12.02 Fiscal Year. The fiscal year of the Corporation shall be July through June. Section 12.03 Seal. The Corporation's seal shall have inscribed thereon the name of the Corporation. Section 12.04 Gender and Number. Within these By-Laws,words of any gender include any other gender,and words in the singular number include the plural,unless the context otherwise requires. ARTICLE XIII AMENDMENTS These By-Laws may be altered or repealed, in whole or in part, and new By-Laws adopted at any annual,regular or special meeting of the Board of Directors by the majority vote of a quorum of the Board of Directors; provided, however, that notwithstanding the provisions of Section 3.07 and Section 3.08,the proposed change is given in the notice of such meeting at least 30 days prior to the meeting. [Signature page follows] 14 THE UNDERSIGNED, being the Chairperson and Secretary of the Corporation, DO HEREBY CERTIFY that the foregoing are the By-Laws of the Corporation, as adopted by the majority vote of a quorum of the Board of Directors on the 19th day of December,2019,to become effective as of January 1, 2020. By: Name: Title: Chairperson i r r I i E i [Signature Page to Ainencled and Restalecl By-Lcm,s] i 'i i Name: Title: Secretary i i i E 't i 1 t` [,S'ignulure Pog)e lu Amended and Rcwa/eel BY-1,avvs] Apache Junction Other Government Funding Source and amount of funding received from other governmental agencies City of Avondale $ 5,000 City of Chandler $ 90,000 Town of Gilbert $ 75,000 City of Glendale $ 15,000 City of Peoria $ 8,000 City of Phoenix $ 10,000 City of Tempe $ 50,000 State of Arizona CARES Fund $1,500,000 State of Arizona CACFP Food Program $ 300,176 Arizona Department of Education $ 146,332 Execution Version ARTICLES OF RESTATEMENT OF THE ARTICLES OF INCORPORATION (AS PREVIOUSLY AMENDED AND RESTATED) OF BOYS & GIRLS CLUBS OF THE EAST VALLEY Pursuant to the provisions of Arizona Revised Statutes Section 10-11007, Boys & Girls Clubs of the East Valley (the "Corporation") adopts the following Articles of Restatement (the "Articles of Restatement") to its Restated Articles of Incorporation, dated September 2, 1986 (the "Original Articles"): FIRST: The name of the Corporation is Boys & Girls Clubs of East Valley — Metro Phoenix, Inc. SECOND: These Articles of Restatement were adopted by resolution of the Board of Directors of the Corporation on December 19, 2019, in accordance with the laws of the State of Arizona, to be effective as of January 1, 2020. THIRD: The Corporation hereby adopts the following Second Amended and Restated Articles of Incorporation,which accurately copies its Articles of Incorporation and all amendments thereto that are in effect to date, as further amended by such Second Amended and Restated Articles of Incorporation as hereinafter set forth, and which contain no other change in any provision thereof. FOURTH: The Original Articles are hereby superseded by the Second Amended and Restated Articles of Incorporation, which is adopted in its entirety as follows: KE 65315085 SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BOYS & GIRLS CLUBS OF EAST VALLEY—METRO PHOENIX, INC. ARTICLE I NAME The name of the corporation (the "Corporation") is Boys & Girls Clubs of East Valley— Metro Phoenix, Inc. ARTICLE II PURPOSE The Corporation is organized exclusively for charitable, religious, educational, and scientific purposes within the meaning of Section 501(c)(3)of the Internal Revenue Code of 1986, as amended,or the corresponding provision or provisions of any subsequent United States Internal Revenue law or laws (the "Internal Revenue Code"), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Within the scope of the foregoing purposes,the Corporation enables young people to reach their full potential as productive, caring, and responsible community members. The assets and properties of the Corporation are hereby pledged for use in performing its exempt functions. ARTICLE III AUTHORITY The Corporation is a nonprofit corporation and shall have all of the powers, duties, authorizations and responsibilities applicable to nonprofit corporations under the laws of the State of Arizona. Notwithstanding the foregoing, the Corporation shall neither have nor exercise any power, nor engage directly or indirectly in any activity, that would invalidate its status as an organization exempt from federal income tax and described in Section 501(c)(3) of Internal Revenue Code. ARTICLE IV PLACE OF BUSINESS The known place of business and business address of the Corporation shall be 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008. The Corporation may conduct its business and maintain offices for such purposes at such other place or places,within or outside the County of Maricopa or the State, as may from time to time be deemed advisable by the Board of Directors of the Corporation as set forth in the By-Laws of the Corporation. 1 ARTICLE V MEMBERS The Corporation shall not have members. ARTICLE VI NONPROFIT No part of the net earnings of the Corporation shall inure to the benefit of any director or officer of the Corporation, or any private individual; provided, however, that reasonable compensation may be paid for services rendered to or for the Corporation and expenses may be reimbursed or paid in furtherance of one or more of its purposes. ARTICLE VII ACTIVITIES No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. ARTICLE VIII DISSOLUTION In the event the Corporation is dissolved, after all liabilities and obligations of the Corporation are paid or provision is made therefor, the Board of Directors shall adopt a plan for the distribution of the remaining assets of the Corporation to such organization or organizations selected by the Board of Directors that are organized and operated exclusively for charitable purposes as shall at that time have purposes similar to those of the Corporation, and which qualify as charitable or educational organizations under Section 501(c)(3) of the Internal Revenue Code. Any such assets not disposed of shall be disposed of by the Superior Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as the Court shall determine which are organized and operated exclusively for such purposes. No director or officer of the Corporation and no private individual will be entitled to share in the distribution of any assets of the Corporation in the event of its dissolution. ARTICLE IX INDEMNIFICATION The Corporation shall hold harmless and indemnify any person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person(i) is or was a director or officer of the Corporation or(ii)while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, trustee, officer, partner, venturer, proprietor, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (each an "Indemnitee"),to the fullest extent that a corporation may grant indemnification to a director under 2 the Arizona Revised Statutes Section 10-3850 et seq., as the same exists or may hereafter be amended. The rights conferred above shall not be exclusive of any other right which any person may have or hereafter acquire under any statute,by-law,resolution of directors, agreement or otherwise. Except insofar as permitted by law, the Corporation shall not indemnify an Indemnitee if (i) indemnification is prohibited by Arizona Revised Statutes Section 10-3850 et seq., or any successor thereto, (ii) the liability is for conduct described in clauses (a) through (d) of Arizona Revised Statutes Section 10-3202(B)(1), or any successor provision, or (iii) the liability is for violation of Arizona Revised Statutes Section 10-3830. Unless limited by these Articles of Incorporation or the Corporation's By-Laws, the Corporation shall indemnify an outside director against liability. Unless limited by these Articles of Incorporation or the Corporation's By-Laws, the Corporation shall pay an outside director's expenses in advance of a final disposition of a proceeding,if the director furnishes the Corporation with a written affirmation of the director's good faith belief that the director has met the Corporation's standard of conduct and the director furnishes the Corporation with a written undertaking executed personally,or on the director's behalf,to repay the advance if it is ultimately determined that the director did not meet the standard of conduct. The undertaking required by this subsection is an unlimited general obligation of the director but need not be secured and shall be accepted without reference to the director's financial ability to make repayment. Notwithstanding the other provisions of this Article, the Corporation may not indemnify or maintain insurance or a similar arrangement on behalf of any person if such indemnification or maintenance of insurance or similar arrangement would subject the Corporation to income or excise tax under the Internal Revenue Code. To the greatest extent provided by law, the private property of the current and former directors, officers, employees, or agents of the Corporation shall be exempt from execution or other liability for any debts and obligations of any kind whatsoever of the Corporation,and no current and former directors, officers, employees, or agents of the Corporation shall be liable or responsibly for any debts or liabilities of the Corporation. ARTICLE X POWER TO AMEND, ALTER, OR REPEAL The power to adopt, alter, amend or repeal the By-Laws of the Corporation and the power to amend or restate these Articles of Incorporation shall be vested exclusively in the Board of Directors of the Corporation. 3 ARTICLE XI STATUTORY AGENT The name and address of the statutory agent of the Corporation is: Corporation Service Company 8825 N 23rd Avenue, Suite 100 Phoenix, AZ 85021 ARTICLE XII BOARD OF DIRECTORS The Board of Directors of the Corporation shall be the governing body of the Corporation. The membership of the Board of Directors of the Corporation, until such time as their successors are duly elected and shall qualify, shall be those individuals listed on Exhibit A. ARTICLE XIII INITIAL INCORPORATORS The initial incorporators are: Carol Royse Larry Allen 1864 East Chrystal Way P.O. Box 886 Tempe, Arizona 85284 Chandler, Arizona 85224 ARTICLE XIV DURATION The duration of the Corporation shall be perpetual. 4 I IN WITNESS WHEREOF, we have hereunto set our hands this 19th day of December, 2019 , to be effective as of January 1 , 2020 . i By : Name : � r�S 00 Title : Chairperson c [Signature Page to Articles of Restatement of the Articles of Incorporation] Y Name : Title : Secretary F I, t C f I Sign(amse Page !n :1rlicle,c of Rutivnlcmcrt! n/• !he 1114 ielac of hworpolaalianf Exhibit A The membership of the Board of Directors of the Corporation, until such time as their successors are duly elected and shall qualify, shall be the individuals listed on this Exhibit A. Name Address Adam C. Singer 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 AJ Maestas 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Alan Detata 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Alfredo Dreyfus 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Allan Allford 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Amy E. Patel 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Amy J. Gittler 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Andrew Reese 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Andrew R. Deschapelles 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Bart Patterson 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Basil S. Zaidi 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Charles W. Lotzar 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Chris Owen 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Clarissa Cerda 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Cullen Maxey 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Dale R. Adams 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Darius A. Green 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 David A. Bloss, Sr. 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 David Crummey I 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 David W. Ralls 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Tana L. Vowels 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Dion Geary 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Donna L. Tannatt 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Freddie Dobbins 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 George Spelius 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Glenn A. Pahnke 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Glynis A. Bryan 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Holly Linder 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 A-1 Exhibit A (cont'd) Name Address Jake Ulrich 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 James Bosserman 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 James C. Katzman 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 James F. Brewer 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 James G. Bazlen 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 ' James R. Moffett Jr. 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Jeffrey D. Lowe 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Jeffrey S. Terrill 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Jim C. Stabilito 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Jimmy Lindblom 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Jody R. Sarchett 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 John G. Barry 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Kami Hoskins ' 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Kevin W. McHolland 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Kimberly D. Shepard 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Linda Little 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Luke A. Stokebrand 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Maria Brink 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Mark L. Joos 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Mark S. El-Tawil 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Mark T. Peterson 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Mark W. Schouten 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Meg T. Sassaman 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Michael S. Romano 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Michael Vercio 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Mike Barnhart 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Mike Carney 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Neal S. Crapo 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Pat Crowley 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Patrick O. Epum 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Ralph Marchetta 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 A-2 Exhibit A (cont'd) Name Address Robert E. Dubberly 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Robert J. Micera 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Robert M. Nawfel 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Ryan I Murray 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Scott Nance 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Sean R. Waltz 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Seth Tucker 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Shelly L. Sexton 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Steve Ryan 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Steven L. Ortega 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Suzee Smith-Everhard 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Ted N. Geisler 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Timothy Muehlhausen 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Tom Connell 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Tom Wolf 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 _Tracy Taylor 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 Travis Anglin 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 William Rau 4309 E Belleview St. Bldg. 14, Phoenix AZ 85008 A-3 Arizona Corporation Commission-RECEIVED: 3/25/2020 20032517050864 Arizona Corporation Commission-FILED: 3/182020 ARTICLES OF AMENDMENT NONPROFIT CORPORATION ENTITY INFORMATION ENTITY NAME: Boys&Girls Clubs of the Valley,Inc. ENTITY ID: 01832075 ENTITY TYPE: Domestic Nonprofit Corporation PERIOD OF DURATION: Perpetual IS HOMEOWNERS ASSOCIATION: NO CHARACTER OF BUSINESS: CHARITABLE STATUTORY AGENT INFORMATION STATUTORY AGENT NAME: Charles W. Lotzar PHYSICAL ADDRESS: Lotzar Law Firm,P.C.,7150 E.Camelback Road, Suite 455, SCOTTSDALE,AZ 85251 MAILING ADDRESS: KNOWN PLACE OF BUSINESS Art Swati Webb,4309 E BELLEVIEW ST BLDG 14,PHOENIX, AZ 85008 PRINCIPAL INFORMATION Director:ADAM C SINGER-4309 E BELLEVIEW ST BLDG 14,PHOENIX,AZ,85008,USA--Date of Taking Office: 1224/2019 Director.Al MAESTAS-4309 E BELLEVIEW ST BLDG 14,PHOENIX,AZ,85008,USA--Daze of Taking Office: 1224/2019 Director.ALAN DETATA-4309 E BELLEVIEW ST BLDG 14,PHOENIX,AZ,85008,USA--Date of Taking Office: 12/24/2019 Drectoc ALFREDO DREYFUS-4309 E BELLEVIEW ST BLDG 14,PHOENIX,AZ,85008,USA--Dare of Taking Office: 12/24/2019 Director:ALLAN ALLFORD-4309 E BELLEVIEW ST BLDG 14,PHOENIX,AZ,85008,USA--Dare of Taking Office: 12/24/2019 Director:AMY E PATEL-4309 E BELLEVIEW ST BLDG 14,PHOENIX,AZ,85008,USA--Date of Taking Office: 12242019 Director:AMY 1 GITTLER-4309 E BELLEVIEW ST BLDG 14,PHOENIX,AZ,85008,USA--Date of Taking Office: 12242019 Director.ANDREW REESE-4309 E BELLEVIEW ST BLDG 14,PHOENIX,AZ,85008,USA--Date of Taking Office: 09/01/2010 Director:DAVID CRUMMEY-4309 E BELLEVIEW ST BLDG 14,PHOENIX,AZ,85008,USA--Date of Taking Office: 01/01/2019 Drectoc FREDDIE DOBBINS-4309 E BELLEVIEW ST BLDG 14,PHOENIX,AZ,85008,USA--One of Taking Office: 09/01/2000 Director:JAKE ULRICH-4309 E BELLEVIEW ST BLDG 14,PHOENIX,AZ,85008,USA--Date of Taking Office: 11/01/2018 ADOPTION AND VOTE 20032517050864 ADOPTION DATE: 03/06/2020 he restated Articles were approved by the board of directors without member or third person action,and the pproval members or any other persons was not The restated Articles contain one or more amendments that required approval by members and/or other ersons The Amendment was duly adopted by act of the Board of Directors. YES The Amendment was duly adopted by act of the Members. NO The Amendment was approved by the person or persons required by the Articles of NO Incorporation SIGNATURE Chairman of the Board of Directors:Kevin W.McHolland-03Y252020 Arizona Corporation Commission-RECEIVED: 3/25/2020 20032517050864 Arizona Corporation Commission-PENDING: 3/25/2020 TEXT OF THE ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF BOYS & GIRLS CLUBS OF EAST VALLEY—METRO PHOENIX,INC. an Arizona nonprofit corporation FIRST: The name of the nonprofit corporation is Boys&Girls Clubs of East Valley—Metro Phoenix, Inc. SECOND: The Arizona Corporation Commission file number is 01832075. THIRD: The amendment was adopted March 6, 2020. FOURTH: The amendment was duly approved by the Board of Directors. FIFTII: The Articles of Incorporation are hereby amended as follows: Article 1 of the Articles of Incorporation is amended to read as follows: The name of the corporation (the "Comoration') is Boys &Girls Clubs of the Valley, Inc. 48 43363-6535 BOYS & GIRLS CLUBS OF THE VALLEY, INC. REVENUE AND EXPENSE REPORT FISCAL YEAR 2020/2021 - FOR THE 6 MONTHS ENDING DECEMBER 31, 2020 ACTUAL VERSUS BUDGET YTD Better Year to Date 2020/21 FY (Worse) Than Annual Budget Actual Budget YTD YTD Budget FY 20/21 REVENUES United Way 128,102 97,500 30,602 195,000 Special Events - net of expenses 149,335 275,000 (125,665) 1,831,270 Contributions 3,191,495 3,123,630 67,865 6,983,084 Government Funding 1,484,234 1,106,854 377,380 1,912,000 In-Kind Donations 53,947 22,500 31,447 45,000 BGCMP Foundation 89,441 89,441 550,000 Program Fees 695,116 1,659,104 (963,988) 3,287,275 Misc Earned Income 566,457 403,250 163,207 843,300 Released from Restrictions 428,467 790,678 (362,211) 1,581,355 TOTAL REVENUES 6,786,594 7,478,516 (691,922) 17,228,284 EXPENSES Salaries, Benefits, ER Taxes 4,925,497 5,482,419 556,922 11,139,370 Contracted Services 760,103 698,711 (61,392) 1,088,000 Supplies 468,858 909,060 440,202 1,782,443 Telephone 84,284 74,033 (10,251) 145,000 Postage 5,586 3,548 (2,038) 7,100 Occupancy(Bldg Maint, Cleaning, Utilities) 690,231 661,004 (29,227) 1,260,546 Equipment& Equip/Maint. 80,854 119,195 38,341 436,500 Printing/Public Relations 94,595 74,756 (19,839) 136,900 Transportation 24,126 60,766 36,640 121,315 Conferences, Meetings, Trainings 12,815 66,556 53,741 152,500 National and Organizational Dues 7,927 7,000 (927) 64,000 Youth Related Expenses 81,190 102,000 20,810 229,000 Insurance 183,437 199,341 15,904 429,310 Miscellaneous/Loan Interest 48,565 44,750 (3,815) 104,475 TOTAL EXPENSES 7,468,068 8,503,139 1,035,071 17,096,459 Net Before Transfers (681,474) (1,024,624) 343,149 131,825 Transfer to Loan Principal 67,690 65,913 (1,778) 131,825 Variance-After Transfers (749,164) (1,090,536) 341,372 - BOYS & GIRLS CLUBS OF THE VALLEY, INC. STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31, 2020 ASSETS CASH AND INVESTMENTS: December 31, 2020 June 30, 2020 CASH 5,841,683 8,016,651 INVESTMENTS 5,410,873 3,002,606 TOTAL CASH AND INVESTMENTS 11,252,556 11,019,257 OTHER ASSETS 59,417 167,715 RECEIVABLES, INCLUDING TEMP RESTRICTED 753,041 4,749,354 PROPERTY AND EQUIPMENT, net 20,182,939 20,442,257 DONATED LEASE RECEIVABLE 5,470,831 5,470,831 INTEREST IN FOUNDATION NET ASSETS 8,999,084 7,670,963 TOTAL ASSETS $ 46,717,868 $ 49,520,376 LIABILITIES AND NET ASSETS CURRENT LIABILITIES 189,698 1,886,852 LONG-TERM DEBT 2,855,492 3,324,273 TOTAL LIABILITIES 3,045,190 5,211,125 NET ASSETS WITHOUT RESTRICTIONS 26,386,833 27,102,183 WITH RESTRICTIONS 17,285,845 17,207,067 TOTAL NET ASSETS 43,672,678 44,309,251 TOTAL LIABILITIES AND NET ASSETS $ 46,717,868 $ 49,520,375 Titl First e Name Last Name Mr. Dale Adams Mr. Robert Allford Mr. Travis Anglin Mr. Mike Barnhart Mr. Jack Barry Mr. Jim Bazlen Mr. David Bloss Mr. James Bosserman Mr. James Brewer Ms. Maria Brink Ms. Glynis Bryan Mr. Mike Carney Ms. Clarissa Cerda Mr. Neal Crapo Mr. David Crummey Mr. Alan Detata Mr. Freddie Dobbins Mr. Alfredo Dreyfus Mr. Robert Dubberly Mr. Mark EI-Tawil Mr. Patrick Epum Ms. Dion Geary Mr. Ted Geisler Ms. Amy Gittler Mr. Darius Green Ms. IKami Hoskins Ms. Jackie Hunter Mr. James Katzman Ms. Kristina Keating Mr. Jimmy Lindblom Ms. Holly Linder Ms. Linda Little Mr. Charles Lotzar Mr. Jeffrey Lowe Mr. Ralph Marchetta Mr. Cullen Maxey Mr. Kevin McHolland Mr. Robert Micera Mr. James Moffett Mr. Alfredo Molina Mr. Tim Muehlhausen Mr. Ryan Murray Mr. Scott Nance Mr. Robert Nawfel Mr. Steven Ortega Mr. Chris Owen Mr. Glenn Pahnke Ms. Amy Patel Mr. Bart Patterson Mr. Mark Peterson Mr. David Rails Mr. William Rau Mr. Andrew Reese Mr. Michael Romano Mr. Stephen Ryan Ms. Jody Sarchett Ms. Meg Sassaman Mr. Mark Schouten Ms. Michelle Sexton Ms. Kimberly Shepard Mr. Adam Singer Mrs. Suzee Smith-Everhard Mr. George Spelius Mr. James Stabilito Mrs. Donna Tannatt Ms. Tracy Taylor Mr. Jeffrey Terrill Mr. Seth Tucker Mr. Jake Ulrich Mr. Michael Vercio Mrs. Diana Vowels Mr. Sean Waltz Mr. Tom Wolf Mt. Basil Zaidi IRS Department of the Treasury irlDsInternal Revenue Service P.O.Box 2508,M/S 6403 In reply refer to : 4077950279 Cincinnati OH 45201 Apr . 21 , 2020 LTR 4168C 0 86-0550646 000000 00 00000568 BODC: TE W1 BOYS & GIRLS CLUBS OF THE VALLEY INC 4309 E BELLEVIEW ST BLDG 14 Kra PHOENIX AZ 85008-5409 um 018407 Employer ID number : 86-0550646 Form 990 required : YES Dear Taxpayer : We ' re responding to your request dated Apr . 02, 2020 , about your tax-exempt status . We issued you a determination letter in NOVEMBER 1986, recognizing you as tax-exempt under Internal Revenue Code ( IRC) Section 501 (c) (3) . We also show you ' re not a private foundation as defined under IRC Section 509(a) because you ' re described in IRC Sections 509(a) ( 1) and 170 (b) (1) (A) (vi) . Donors can deduct contributions they make to you as provided in IRC Section 170 . You ' re also qualified to receive tax deductible bequests, legacies, devises, transfers , or gifts under IRC Sections 2055, 2106, and 2522. In the heading of this letter , we indicated whether you must file an annual information return . If you' re required to file a return, you must file one of the following by the 15th day of the 5th month after the end of your annual accounting period : - Form 990 , Return of Organization Exempt From Income Tax - Form 990EZ, Short Form Return of Organization Exempt From Income Tax - Form 990-N, Electronic Notice (e-Postcard) for Tax-Exempt Organizations Not Required to File Form 990 or Form 990-EZ - Form 990-PF, Return of Private Foundation or Section 4947(a) ( 1) Trust Treated as Private Foundation According to IRC Section 6033(j ) , if you don' t file a required annual information return or notice for 3 consecutive years, we' ll revoke your tax-exempt status on the due date of the 3rd required return or notice . You can get IRS forms or publications you need from our website at www. irs. gov/forms-pubs or by calling 800-TAX-FORM (800-829-3676) . If you have questions, call 877-829-5500 between 8 a .m. and 5 p .m. , 4077950279 Apr . 21 , 2020 LTR 4168C 0 86-0550646 000000 00 _ 00000569 BOYS & GIRLS CLUBS OF THE VALLEY INC 4309 E BELLEVIEW ST BLDG 14 PHOENIX AZ 85008-5409 local time, Monday through Friday (Alaska and Hawaii follow Pacific time) . Thank you for your cooperation . Sincerely yours, Stephen A. Martin Director , EO Rulings & Agreements ahs Form 990 2018 BOYS & GIRLS CLUB OF THE EAST VALLEY 8 6-0 5 5 0 6 4 6 Page 9 Part VIII I Statement of Revenue Check if Schedule O contains a response or note to any line in this Part VIII ........................................................................... 0 (A) (B) (C) (D) Total revenue Related or Unrelated Revenue excluded exempt function business from tax under sections revenue revenue 512-514 campaigns 1 a Federated is 33 , 034. = b Membership dues lb c Fundraising events ...__....... is 1 , 541 , 479 . N d Related organizations _________________ id C7, vi a Government grants(contributions) 1e21461, 414. o f All other contributions,gifts,grants,and similar amounts not included above ...__. if 803 , 129 . c g Noncash contributions included in lines la-1f:$ 56 , 643 . 0 h Total.Add lines la-1f ................................................... ► 4 , 839 , 056 . Business Code d 2a CHARTER SCHOOL PROGRAM 624110 1 , 910 , 386 . 1 , 910 , 386 . > b CLUBS 624110 1 , 320 , 388 . 1 , 320 , 388 . U) c CONCESSIONS & T-SHIRT 624110 24, 958 . 24, 958 . E d MISCELLANEOUS PROGRAM 624110 9 , 122 . 9 , 122 . L °1 e 0 L 0_ f All other program service revenue ............... Total.Add lines 2a-2f ................................................... ► 3 , 264 , 854. 3 Investment income(including dividends,interest,and other similar amounts)................................................... ► 21 , 988 . 21, 988 . 4 Income from investment of tax-exempt bond proceeds ► 5 Royalties ..................................................................... ► i Real ii Personal 6 a Gross rents 249 , 967 . ..................... b Less:rental expenses ...______ 15 , 3 8 6 . c Rental income or(loss) ...___ 34 , 581. d Net rental income or(loss) .......................................... ► 34 , 581 . 34 , 581 . 7 a Gross amount from sales of i Securities ii Other assets other than inventory 113 , 426 . 4 , 600 . b Less:cost or other basis and sales expenses ...___... 127 , 202 . 10 , 466 . c Gain or(loss) ..................... F13 , 776 . -5, 866 . d Net gain or(loss) ......................................................... ► —19 , 642 . -5 , 866 . -13 , 776 . y 8 a Gross income from fundraising events(not = including$ 1 , 541 , 479 . of d y contributions reported on line 1 c).See ¢ Part IV, line 18 a 3 6 5 , 312 . d ....................................... s b Less:direct expenses b 14 , 778 . 1 0 c Net income or(loss)from fundraising events ............... ► -4 9 , 4 6 6 . -4 9 , 4 6 6 . 9 a Gross income from gaming activities.See Part IV, line 19 a ....................................... b Less:direct expenses b 0 c Net income or(loss)from gaming activities .................. ► 30 , 803 . 30 , 803 . 10 a Gross sales of inventory,less returns and allowances ....................................... a b Less:cost of goods sold b c Net income or loss from sales of inventory .................. ► Miscellaneous Revenue Business Code 11 a b c d All other revenue ....................................... e Total.Add lines 11a-11d ► 12 Total revenue. See instructions .. ► 8 , 122 , 174. 3 , 2 9 3 , 5 6 9 . 0 . 1 -10 , 4 51 . 832009 12-31-18 Form 990(2018) 11 09420303 758360 0408388 2018 . 05050 BOYS & GIRLS CLUB OF THE 04083881 Boys & Girls Clubs of the Valley Superstition Mountain Branch 2019-2020 Actuals City of Apache Junction Approved 2019-2020 Actuals Funding for 2019-2020 SUPPORT & REVENUES Contributions $ 52,078 City of Apache Junction 24,500 24,500 Other State/Federal Funding 10,646 United Way Allocations 34 Special Event - Net of Expenses 9,957 Membership Dues/Program Fees 75,979 Rental Income 9,226 Corporate Board Allocation Total SUPPORT & REVENUES 182,421 24,500 EXPENDITURES Salaries $ 169,677 22,000 Employee Benefits 27,980 2,500 Occupancy 86,974 Insurance 10,178 Program Supplies 15,137 Printing & Publications 425 Conferences/Trainings/Meetings 609 Vehicle Costs 3,530 Professional Fees/Contracts 8,531 Equipment Rental/Repair 2,175 Depreciation 7,296 Bank Fees and Misc Expenses 2,617 Total EXPENDITURES 335,128 24,500 NET REVENUES IN EXCESS OF (152,707) 0 EXPENDITURES Boys & Girls Clubs of the Valley Superstition Mountain Branch 2020-2021 Budget City of Apache Junction Adopted Adopted 2020- Funding for 2020- 2021 Budget 2021 SUPPORT & REVENUES Contributions $ 45,000 City of Apache Junction 16,700 16,700 Other State/Federal Funding 10,650 United Way Allocations 34 Special Event - Net of Expenses 50,000 Membership Dues/Program Fees 65,000 Rental Income 9,226 Corporate Board Allocation 143,979 Total SUPPORT & REVENUES 340,589 16,700 EXPENDITURES Salaries $ 170,525 15,000 Employee Benefits 27,980 1 ,700 Occupancy 90,975 Insurance 10,200 Program Supplies 15,300 Printing & Publications 425 Conferences/Trainings/Meetings 1,000 Vehicle Costs 3,530 Professional Fees/Contracts 8,530 Equipment Rental/Repair 2,175 Depreciation 7,300 Bank Fees and Misc Expenses 2,650 Total EXPENDITURES 340,589 16,700 PQACHf✓G •ti�zCity of Apache Junction 14- 300U East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance The City of Apache Junction Health and Human Services accepts applications requesting financial assistance for the support of health and human service needs within the City of Apache Junction serving city residents. The following provides instructions and eligibility information regarding the request for non-profit funding. Information on this program may be found at http://www.amcity.net/995/Health- Human-Services-Commission. The commission was formed under city code Article § 2-11. This program is made possible under city code Article § 2-14 Request for Financial Assistance. The city code is available at http://www.amcity.net/614/Read-the-City-Code. Application Due Date: January 31, 2021 Per city code, the request for financial assistance must be submitted to the city clerk's office during the month of January to be considered for the following fiscal year. All funding is subject to the execution of an agreement with the city, the approval of a budget allocating funds to the program, and the city council's approval. Eligible Applicants: 501 c(3) A valid, non-profit organization as qualified by the Internal Revenue Service and as registered with the Arizona Secretary of State, Arizona Corporation Commission or other appropriate state office. The applicant must provide a service or perform work on behalf of the city and its residents and demonstrate a presence within the community. 1 PPACHE�G2 ��0 City of Apache JunctionU " z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 9Rlzotk ,Sum,,vb, HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Required Documentation per Ordinance No. 659: ❑ 1 . Most recent audit report (the City Clerk's office has discretion to accept a P&L report and IRS tax filings in lieu of an audit report for smaller nonprofits with an estimated $250,000 or less gross revenue) 2. Most recent financial statement 3. Detailed expenditure statement to include detailed accounting for all previously received City funds (if applicable) 4. Source and amount of funding received from all other sources (non-governmental agencies; membership fees and dues; private contributions) 5. Client service information as applicable to City residents (may not apply in all cases) 6. Proof of non-profit status (IRS determination) 7. Proof of corporate status to include copies of by-laws and Articles of Incorporation 8. Source and amount of funding received from other governmental agencies 9. Names and addresses of all current board members of agency governing board Programs and services affording health, public health, Eligible Activities: and human services care to all people, especially, to individuals of underprivileged conditions. Populations Served: Elderly, handicapped, developmentally disabled, and other special populations. Priority Projects: The Commission reserves the right to identify priority projects for funding. 2 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Agency Information: Name of Agency Apache Junction Community Development Corporation Address Website apachejunctioncdc.com Phone Number 480-474-5086 Name of Agency Director Dave Waldron - Chairman Email Address dave—Waldron@live.com Direct Line 480-250-0944 Project Manager Email Address Direct Line Secondary Contact Jim Duncan - Vice Chairman Email Address jim.duncan@cox.net Direct Line 602-432-6184 3 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Organization Information: Provide background information on your agency to include services currently being provided. Our Vision Through community involvement, having a common and unified purpose to "Make a Difference" while providing conduits and assistance that enable a strong and sustainable community. Our Mission Working together to maintain and create safe affordable housing, support economic opportunities, instill a sense of community pride and commitment, and enhance the physical image of Apache Junction. Provide target population and demographic information on your current clientele to include percentage located within the City of Apache Junction. Elderly, handicapped, developmentally disabled, and other special populations to include the entire City of Apache Junction Community "Annual Make A Difference Day" (MADD) 4 PPACHE�G2 ��0 City of Apache JunctionU " Z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 9Rlzotk ,Sum,,vb, HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Provide an example of a previous project success similar to what is being proposed and/or one that was successful with Health and Human Services funding support. Include how it was determined to be successful. The Apache Junction CDC is a 100% Donor and Volunteer organization. The funding grant recommended by Health and Human Services and approved in 2020 allowed the CDC to focus all donations received be applied towards the many projects needed. Administrative costs such as insurance, web site development, and other misc. supplies were and are "must haves" in order to operate. Other funding for AJCDC projects are usually in the form of a donor's goods and or services. Provide a detailed description of current partnerships within the community include the name of the project/activity and how your agency partnered to make it successful. Revitalization projects - partner with JustServe.org volunteers Make a Difference Day - annual event. Partner with City of AJ Parks and Recreation, Partner with Master Gardeners Association to revitalize Botanical Walk at Silly Mountain. Partner with AJ Development Services Department, Code Compliance. 5 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Does your agency have adequate capacity to complete the project being requested? Yes Is the execution of this project dependent upon new staff funded through Yes this program? Are your board members listed on your website? Yes Does your website include your mission and vision statements? Yes Do you have a strategic plan? Yes Are you listed on the www.211Arizona.org website? NO Have you participated in a Project Connect event in the past? Yes Have you participated in a Health and Wellness Expo in the past? Yes Have you participated in the Apache Junction Community Resource Center Yes in the past? Provide your 501 c3 Identification number and renewal date.* 74-3043614 Do you have current By Laws signed by the Board of Directors?* Yes Do you have current Articles of Incorporation signed by the Board of Yes Directors?* Are you filed with the Arizona Secretary of State or Arizona Corporation Yes Commission?* *These items shall be submitted every five years to be held on file at the city. Should any document change or be updated, a new copy shall be submitted to the city within 10 working days. 6 PPACHE�G2 ��0 City of Apache JunctionU " z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 9R1zotk ,Sum,,vb, HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Problem Statement: What is the nature and extent of the problem to which you are trying to address? Combat community deterioration through the redevelopment and rehabilitation of blighted properties and structures, development of vacant properties, provision of economic development activities, including creation of jobs, particularly for low and moderate income persons, resource planning and enforcement activities on behalf of local units of government for the purposes of neighborhood improvement. Lessen the burdens of government through cooperation with, and activities on behalf of, local units of government To whom is this happening? Elderly, handicapped, developmentally disabled, and other special populations. Why is this happening? What are the reasons or causes for the problem? The target population is unable to maintain their properties due to life circumstances. PQACHf✓G •ti�zCity of Apache Junction 14- 300U East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance How do you know this is a problem? Provide statistics that support your claim. If available, please use statistics collected from your agency data and/or local documentation. Through our partnership with the City of Apache Junction various departments. Code Compliance averages 50 case person code enforcement officer. What will happen if the problem is not addressed? Continued deterioration of various properties throughout the City. What are the gaps between what exists and the solution? Funding, volunteers and resources. s PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Is there local documentation which identifies this as a problem? Yes, through Development Services Has the city or the commission identified this as a problem? Yes, through Development Services 9 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Project Proposal: What is the proposed project to address the problem identified above? Please address the who, what, when, where, why, and how. Community Revitalization Projects,Work with various groups to coordinate community projects,provide assistance and material as we can. Household Hazardous Waste Transport Assistance, Provide pick up service for citizens who can't bring these items to the drop off location. "Make A Difference Day", Multiple Projects and locations through-out the City—Annual Event. Playground Revitalization Project,Work with the Boys and Girls Club on revitalizing their Playground. Focal Point Brick Memorial, Revitalization and Support. Residential Address Identifiers,Website sign-up requests,project may include placing and or painting home address numbers for homes in need. Is this a best practice or has it been proven successful in other places? Best Practice Is this a new or continuing project? Continuing projects Why is this a need to be addressed? Elderly, handicapped, developmentally disabled, and other special populations are unable to maintain their properties. 10 PPACHE�G2 •�0 City of Apache Junction ate- 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 � j gR1z0tk HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Who will you serve with this project? City of Apache Junction Community How and will you sustain this project after the agreement has ended? Find other financial Resources/Corporations have business regulations they need to follow and pay for. We will need to finance those from the projects i.e. 10% of donations are administrative expense. Are there any community partners on this project? If so, please list. Various City of Apache Junction Departments Justserve.org Rotary AJUSD Modern Woodman Association Master Gardeners Republic Services And many, many local AJ business service companies and volunteers 11 PQACHf✓G •ti�zCity of Apache Junction ��- U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Please complete the chart below to answer the following questions for each component of your project. Approach: What are you going to do? Inputs/Resources: What resources do you have to complete the project? Activities: What specific actions will take place? Outputs: What is the direct product of the activities? Outcomes: What is the benefit or change as a result of the project? Goals: What is the overall goal of the project? Project Component Approach Input Activities Outputs Outcomes Goals Attached 12 PQACHf✓G ti�z City of Apache Junction u = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 gRIZONP �„m,�"e` HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Financial Information: What is your Tax ID number? 74-3043614 What is your Arizona Tax Privilege License number? NA Does your agency have internal financial controls in place to track, report, Yes and account for all funds which promotes transparency? Is a certified public accountant responsible for your daily financials? No Is a certified public accountant responsible for creating your monthly No financial statements? Please provide most recent report. Is a certified public accountant responsible for your filing your taxes? No When was your last 990 reported? 10/22/20 Where can it be found? AJCDC office Have you had an audit completed and when?* No Do you have an annual agency budget? Please provide. Yes Who is responsible for creating your annual budget? Board *These items may be submitted every five years to be held on file at the city. Should any document change or be updated, a new copy shall be submitted to the city within 10 working days. Provide a list of your annual fundraisers and average amount raised. Each Project includes various donations needed to complete. Donations are received from individuals who see projects being worked and want to help. Donations can be made through apachejunctioncdc.com One Annual event is Make a Difference Day (MADD) Provide a list of your funding sources and the average amount received, including membership dues and private contributions. Private contributions are the main source of funding for all the projects listed. Amounts vary. Administrative (operating costs) have been received from the City of Apache Junction. 13 PPACHE�G2 ��0 City of Apache JunctionU " Z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 9Rlzotk ,Sum,,vb, HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Project Budget: Please provide a detailed budget by quarter for each itemized expense. Quarter 1 Quarter 2 Quarter 3 Quarter 4 Total 1 Administrative $1,840 $1,200 $1,750 $1,470 $ 6,260 2 Community Revital $1,100 $1,050 $1,700 $900 $ 4,750 3 Hazardous Waste ' $1,500 $500 $500 $0 $ 2,500 4 Make A Difference $3,000 $2,000 $0 $0 $ 5,000 5 Playground Revitali $1,200 $2,100 $700 $0 $ 4,000 6 Focal Point Memor $150 $150 $100 $100 $ 500 7 Home Address Mai $250 $100 $340 $300 $ 990 8 $ 9 $ 10 $ Total $9,040 $7,100 $5,090 $2,770 $24,000 What percentage of the project budget is being requested? $ 100 % What percentage of your budget is the requested funding? $ 100 % 14 PPACHE�G2 ��0 City of Apache JunctionU " Z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Narrative: Please provide a detailed budget narrative for each itemized expense. Administrative, Insurance, Website & email, Postage, Printing, Office supplies, Misc Other. 1 Community Revitalization, Equipment, dump fees, misc other 2 Hazardous Waste Transport, Equipment & Gas 3 Make A Difference Day, Equipment, Materials, misc other 4 Playground Revitalization, Equipment, Materials, misc. other 5 Focal Point Memorial, Equipment, Materials, misc. other 6 Residential Address Identifiers, Materials, equipment, misc.other 7 9 10 15 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Project Evaluation: How will you determine your project was successful in reaching your goals and what methods will you use? Completion of Projects, Community volunteer participation, Building Community Pride One Brick at a Time. Project a minimum of two SMART Objectives by completing the chart below. Direction of What is Target Degree of change changing population change Timeframe Measure See List 2 See List 3 4 16 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Scoring Rubric for Commissioners: Eligibility Questions Y/N Application was submitted by the required due date. Application was complete and provided adequate detail. Applicant meets eligibility requirements. Serves AJ residents Has a presence in the community Is a 501 c(3) non-profit Provides a health and human services need Proposal Review 1 to 5 Organization Review - 25 points total Provided information on residents served Demonstration of successful projects Demonstration of agency partnerships Demonstration of agency capacity Provided all required documentation per Ordinance No. 659 Problem Statement Review - 15 points total Adequately identified the problem Adequately identified the gaps Identified a documented problem Proposal Review - 20 points total Provided detailed project information Demonstration of need Demonstration of community partners Provided a detailed project scope Financial Review - 15 points total Provided required documentation Demonstrated a financial need Provided detailed and eligible budget Evaluation Review - 10 points total Comprehensive evaluation plan Provided a minimum of two SMART objectives 85 points total 0 1 = Did not address adequately 2 =Addressed somewhat 3 =Addressed 4 =Adequately addressed 5 = Exceeded expectation 17 Return of Organization Exempt From Income Tax OMB No . 1545-0047 Form 990 (Rev . January 2020) Under section 501 (c), 527, or 4947(a)(1 ) of the Internal Revenue Code (except private foundations) Department or the Treasury Pop, Do not enter social security numbers on this form as it may be made public. Internal Revenue Service 111o. Go to www.irs.gov/Form990 for instructions and the latest information. • - • A For the 2019 calendar year, or tax year beginning , 2019, and ending , 20 B Check if applicable: C Name of organization GENESIS PROJECT AZ D Employer identification number ❑ Address change Doing business as 127 - 3 9 4457 on ❑ Name change Number and street (or P . O. box if mail is not delivered to street address) Room/suite E Tele e number ❑ Initial return PO BOX 5156 ( 480 ) 2 5 - 7757 ❑ Final return/terminated City or town, state or province, country , and ZIP or foreign postal code ❑ Amended return APACHE JUNCTION , AZ 85178 G Gross recei�ls $ 276 , 9000 ❑ Application pending F Name and address of principal officer: H(a) Is this aycpup return for subordnates? [] Yes ❑X No DAVID GROOM , 564 N IDAHO RD , APACHE JUNCTION , AZ 85120 H(b) Are all subordinates included6. Yes ❑ No I Tax-exempt status: X❑ 501 (c)(3) ❑ 501 (c) ( ) t (insert no. ) ❑ 4947(a)(1 ) or 527 If "No 11" attach a list. (see instructions) J Website: ► N / A mo Group exemption number ► K Form of organization : ❑X Corporation Trust El Association Other ► L Year of formation: 2 O 10 M State of legal domicile: AZ OWN— Summary 1 Briefly describe the organization ' s mission or most significant activities: ORGANITION"4SEEKITO THE HUNGRY AND THE HOMELESS.k � BY FACILITATING HOT MEALS , SHOWERS , CLOTHING AND - - - - - - - - - - -- - - - - - - - - - - - - - - - - - -- -- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - � MEDICAL SERVICES . - - - - - - - - - — - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - = - — - - - - - - - - - - - - - - — —- - - - - - - - - - - - - - LM 0 2 Check this box Poo, ❑ if the organization discontinued its operations or dispoged —than 25 % of its net assets . 0 3 Number of voting members of 'the governing body ( Part VI , line 1 a) . 3 12 �+ 4 Number of independent voting members of the governing body (Part VI , line 1 b 4 12 �l N 01 5 Total number of individuals employed in calendar year 2019 (Part , line 2a) 5 4 a 6 Total number of volunteers (estimate if necessary) 6 100 a 7a Total unrelated business revenue from Part Vill , column (C) , line 12 .'` 7a p b Net unrelated business taxable income from Form 990- line 39 7b 0 . Prior Year Current Year 8 Contributions and grants (Part Vill , line 1 h) . 224 , 013 . 276 , 8670 9 Program service revenue (Part Vill , line 2g) a', 10 Investment income (Part Vill , column (A) , line and 7d) 20 , 33 , °C 11 Other revenue (Part Vill , column (A) , lines 5 , 6d , 8c , 9c , 1 0c , and 11 e) . 12 Total revenue — add lines 8 through 11 (must equal Part Vill , column (A) , line 12) 2241033 , 1 276 , 9000 13 Grants and similar amounts paid (Part IX, cvfumw; (A) , lines 1 -3) . 14 Benefits paid to or for members (Part IX, column (A), line 4) � 15 Salaries , other compensation , employee benstits (Part IX , column (A) , lines 5-10) 22 , 693 ., � 16a Professional fundraising fees (Part IX, column (ry, fi ne 11 e) X b Total fundraising expenses (Part IX , colu90(n (D) , line 25) 1100. 2 . W 17 Other expenses (Part IX, column (A), fines 11 a-11d , 11 f-24e) 0 a a a 0 164 , 117 , 233 , 135 . 18 Total expenses. Add linesM- 3- 17 (must equal :., Part IX , column (A) , line 25) 164 , 117 . 255 , 8280 19 Revenue less expenses . Subtract line 18 fr9 I line 12 59 , 916 . 21 , 072 . o � Beginning of Current Year End of Year y � 20 Total assets (Part X , line 16) 160 , 948 . 181 , 872 , a D 21 Total liabilities (Part X, line 26) - 14 8 . z un 22 Net assets or fung,,baiances - Subtract line 21 from line 20 160 , 948 . 182 , 020 . signatu� leck4% Under penalties of per4- -y,`T-aWare that I have examined this return , including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct , and complete. Declaration of preotmr (other than officer) is based on all information of which preparer has any knowledge. Sign ' Signature of officer Date Here ' DAV I D CROOM4C .D %j Type or print name and title Paid Print/Type preparer's name Preparer' s signature Date Check ❑ if PTIN Preparer Jodi Ehrlich CPA 1Jodi Ehrlich CPA 07 / 13 / 2020 self-employed P00503403 Use Only Firm ' s name ► TPG Tax & Accounting Firm 's EIN ► 03 - 0394183 Firm ' saddress ► 115 N . Apache Trail ,__ Ste A Apache Junction , AZ 85120 Phoneno. ( 480 ) 671 - 8214 May the IRS discuss this return with the preparer shown above? (see instructions) ❑x Yes El No For Paperwork Reduction Act Notice, see the separate instructions. BAA REV 06/02/20 PRO Form 990 (2019) Form 990 (2019) Page 2 Statement of Program Service Accomplishments Check if Schedule 4 contains a anyres onse or note toline in this Part III p 1 Brieflydescribe the or anization ' s mission : g ORGANIZATION SEEKING TO FEED THE HUNGRY AND THE HOMELESS _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _______ _ _ _ _ ___ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ___ __- - - - - - - - - - - -- - - - - - -- -- - - - - - - - - - - - - -- - - - - -- BY FACILITATING HOT MEALS SHOWERS CLOTHING AND - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - ---- - --- --- - - - - - - - - - - - - - - - -- - -- - - - - - - - - - - - - - -- - -- - - - - - - - -- MEDICAL SERVICES . - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - 2 Did the organization undertake anysi nificantprogram services duringtheyear whi h c were not listed on the 9 Form 990 or 990- EZ? . . . . . . . . . . . . . . . . . . . . .prior Yes No If "Yes, " describe these new services on Schedule O . 3 Did the organization cease conductin or make si nificant chan es in how itconducts , anyg g g x services . Yes No If "Yes , " describe these changes on Schedule O . 4 Describe the organization ' sprogram service accomplishments for each of its three largest services , as measured by expenses . Section 501 c 3 and 501 c 4 organizations are re uired to re ort the amountgrantsq p and allocations to others , the total expenses , and revenue if any , for each program service reported . 4a (Code : (Expenses 2 2 7 includin rants of9 93 . 0 . (Revenue 276 , 8670 gg ORGANIZATION SEEKING TO FEED THE HUNGRY AND THE HOME1,0ESS _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ __ _ _ _ _ _ ___ _ _ _ _ _ __ _ __ _ _ _ _ _ _ _ _ _ _ _ __ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ ___ _ _ _- - - - - - - - - - - - - - - . ., _ _ _ _ _____ _ __ _ _ - _ _ _ _ - _ _ _ _ - _ _ - - _ _ _ __ _ __ __ _ _ _ _ _ BY FACILITATING HOT MEALS SHOWERS CLOTHING AND — J_ - - -- - - - — - - - - - -I- - - - - - - — — - - - - - - - - - - - - - - - - - - _ MEDICAL SERVICES . _ —— — — — — — — — — — — — — — _ _ __ _ _ — — — — — — — _ __ _ _ _ __ _ _ _ _ _ _ _ _ — — — — — — — — — — — — — _ _,—M _ _ — — _ — .M_—.I. .►r1.M M r.� ..�M—_r M.y�.► — _ _ _ _ _ _ _ _ _ _ _ _ _ _ — _ _ _ _ _ — — — _ _ _ _ _ _ _ — _ ."MA_aw am...OM_... — — _ — — _ — — _ - — — — — — — — — — — — — — — — — — — — — — — — — — — _ _ _ _ _ _ _ _ — — — — — — — — — — — — — — — — — — — — — — —— — — — — — — — — _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ __ _ ___ _ _ _ _ _ _ _ _ — — — — — —/w/.r r-- — — — — — — — — — _ — — — _ .�.�M— _ _ _ — — — _ _ — — _ _ _ _ _ _ — _ — — — _ — _ _ _ _ _ _ _ _ _ — — — — — — — _ _ _ _ _ _ _ — — — — — — — — — — — — — — — — — — — — — — — — — — — — _ _ _ _ — _ _______ _ _ _ _ _ _ _ _ ____ _ _ _ ____ _ _ _ _ _ — _ _ _ _ _ M•M M — — _ — — — — — — — — — — — . M op. _ _ _ — — _ — _ _ _ _ — _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ — — — — — — — — _ —M.M—.II►M w — — -. r — — _ — — — — _ — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — ———— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — _ _ _ — ___ _ — _ __ — _— — _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ — — — __ __ _ _ — _ _ _ — _ __ — — _ — —�M+_r w __ an — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — _ — — — — — — — — — — __ _ .� M — — — — — — — — — _ _ _ _ _ _ _ — — _ — _ — — — _ — _ _ _ — — _ — — — — — — —_ — — __M NO M — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — _ 4b (Code : (Expenses- - - - - - - - - - - - - - - incl ding grants of (Revenue — — — — — — — — — — — — — — — — — — _ — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 40 op 90.._...M — — — — — — — — — — — — _ — — — — — — — — — — _ — — — _ _ — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ - _ _ _ _ _ - _ _ _ _ _ _ _ _ _ ___.M__.. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —. w_IMMb rM__M.M.M %W..M AM MM_w__tir_dM M_..►_♦A M►_MI►— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — _ — — — — _ — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — . — — — — — — —w►M+ � — — — — — — — — a.4 .dft as M — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — am M►y M-wo — — — — — _ — ft.0_"M— — — — — — — _ — — _ _ — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —rM—_M M y.w N VI....— — — — — — — — -. M M 4" - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - _M.o M wM M w - - - - - - -M tW+ M.M.M__ - - _ _V►.M MM- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — M Oft_ ,.M——— — — — — — — —...M M"W—M AI r — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —M M► — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 4c Code : (Expenses $ - - - - - ,,. . includingrants of g — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — ———t— M__ M a*.M.M — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — _ _ — -- - - — — — — - - — - - — — +w.M'm Mr_-M.A►ww — — — — — — — — + .M_-op..r..r _.Y...w — — - - — — — — — — — — - - — — — — - - — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — - - — — — - - — — — — — — — — — — — — — — — — — - - — — — — — — — — — — — — — —— — — — ——— — — — — — — —a"——M— — — — — — — — — — — — — — — — — — — — — —_ —_— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —M eft M._ — — — — — — — — — — — — — r Iwo IM 1W.M In- — — _ — — — — — _ _ — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1 M lmw M M — — — — — — — — — — — — --*A NM M.AM — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —— — — — — — — — — — M '��— — — — —•.M M►M.ID — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — - — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —— — — — — — — — — — — — — — — — —— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — ——— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —— — — — — — — — — — —— — — — — — — — — — —— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —— — — — —— — — — — — — — — — —_ — — _ _ _ __ _ _ _ — _ __ _ __ _ _ _ _ _ _ __ ___ _ _ — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — _ _ _ _ _ — _ _ _ — — — — — — — — — — — — — — — — — — — — — — — _— — — — — — — — — ____ _ — _ _ _ _ _ _ _ _ — _ — _ _ _ — — — _ _— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — _ — — — — — — — — _ — — — — — — — — — — — —— — — — — — — — — — — 4d Other services (Describe on Schedule C . program (Expenses includingrants of Revenueg 4e Total ro ram service expenses ►p g229 , 793 . REV 06/02/20 PRO Form 990 (2019 7:11 AM Genesis Project AZ 01/28/21 Income & Expense Budget Performance Cash Basis January through December 2020 Jan-Dec 20 Budget Ordinary Income/Expense Income 4• Contributed Income 4010• Individual/Businesscontribution(990 line la) 273,052.66 175,365.59 4017• Fundraising Tea Party -225.00 1,000.00 4120• Non-GAAP in-kind services 488.00 4140•Gifts in kind 0.00 935.00 4145•TEFAP 23,191.23 4146• United Food Bank Donated 81,463.32 4230• Foundation Gifts 0.00 1,201.00 4• Contributed Income-Other 1,875.00 4,873.44 Total 4•Contributed Income 379,845.21 183,375.03 4500• Unrealized Gain/Loss Investment 1,607.59 5• Earned Revenue 5310• Interest on savings 5.20 19.61 Total 5• Earned Revenue 5.20 19.61 Total Income 381,458.00 183,394.64 Gross Profit 381,458.00 183,394.64 Expense 66000• Employer Federal PR Tax(Payroll expenses) 2,883.27 7000• Program Expense 7010• Food 27,472.49 18,772.43 7012• United Food Bank 81,680.49 270.96 7013•TEFAP 23,191.23 7015• Dry Goods 38,326.15 20,570.36 7019•Client hygiene and clothing 91.24 7040•Awards&grants-shower vouche(990 line 22) 1,000.00 5,821.00 7050•Specific assisstance-ind 2,400.00 575.00 7065• Permits&Fees 563.32 561.00 7000• Program Expense-Other 254.55 Total 7000• Program Expense 174,979.47 46,570.75 7200•Salaries&related expenses(header-non-posting) 37,689.88 7500•Other personnel expens(header-non-posting) 7520•Accounting fees 1,250.00 7540• Professional fees 1,425.00 711.00 7541 • Professional Services Payroll 2,965.00 7550• Non-employee compensation 14,601.71 11,100.00 7560•Cleaning Services 9,895.00 Total 7500•Other personnel expens(header-non-posting) 30,136.71 11,811.00 Pagel 7:11 AM Genesis Project AZ 01/28/21 Income & Expense Budget Performance Cash Basis January through December 2020 Jan-Dec 20 Budget 8100• Nonpersonnel expenses 8110• Kitchen Supplies 1,492.29 1,199.76 8112• Building furnishings(Shelving,floor mats,trash cans,etc) 1,253.29 709.36 8115•Office Supplies 2,466.04 3,207.13 8117•Computer software 263.02 143.71 8118•Computer equipment non-deprecia 598.16 129.36 8119•Computer-Internet-Camera Repair(Repairs) 787.50 8130•Telephone&telecomm 3,370.25 2,051.47 8135• Internet 687.37 259.20 8140• Postage,shipping,delivery 330.15 312.84 8150• Mailing services PO Box 98.00 126.00 8170• Printing©ing 25.80 265.27 8180• Books,subscriptions,reference 32.90 49.00 Total 8100• Nonpersonnel expenses 11,404.77 8,453.10 8200• Facility&equipment expenses 8210• Rent&parking(990 line 36) 34,351.21 24,136.45 8211 • Kitchen Equipment 44.44 3,010.07 8212• Building repairs 1,060.80 135.60 8213• Liability Insurance(Liability Insurance) 0.00 1,437.00 8214• Building Materials 0.00 58.61 8216• Building Equipment 0.00 411.36 8220• Utilities 12,203.53 10,758.96 8225• Pest Control 816.00 780.00 8228•Waste removal 2,197.55 1,251.00 8235•Cleaning supplies 98.66 221.95 8260• Equip rental&maintenance 5,468.44 2,970.39 8264•Trailer Expense 181.23 88.22 8265• Minor equipment(Minor Equipment) 0.00 11.82 8270• Depr&amort-allowable 5,234.00 Total 8200• Facility&equipment expenses 61,655.86 45,271.43 8300•Travel&meetings expenses 8315•fuel for food pickups 2,529.75 715.82 8320•Conferences, meetings 125.00 50.00 Total 8300•Travel&meetings expenses 2,654.75 765.82 8500•Other expenses 8520• Insurance 8521 • Liability Insurance 4.00 8522•Vehicle Insurance 1,106.16 8523•Workers Compensation 3,583.00 Total 8520• Insurance 4,693.16 Page 2 7:11 AM Genesis Project AZ 01/28/21 Income & Expense Budget Performance Cash Basis January through December 2020 Jan-Dec 20 Budget 8530 Membership dues 354.00 280.00 8540 Staff development 2,000.00 8570 Advertising 3,827.58 4,500.13 8575•Advertising tee shirts 2,768.00 8583• PayPal fees on donations 530.67 253.33 8584• PayPal fee on Fundraising 12.42 26.10 8586• Fundraising Special Expense 486.73 1,113.03 8590•Other costs 0.00 0.70 8591 • Bank charges&credit card disc 192.94 87.65 8592• PayPal fee(990 line 43) 0.00 153.03 8594• EFT fee 0.00 2.65 Total 8500 •Other expenses 14,865.50 6,416.62 Total Expense 336,270.21 119,288.72 Net Ordinary Income 45,187.79 64,105.92 Net Income 45,187.79 64,105.92 Page 3 7:11 AM Genesis Project AZ 01/28/21 Income & Expense Budget Performance Cash Basis January through December 2020 $Over Budget %of Budget Ordinary Income/Expense Income 4• Contributed Income 4010• Individual/Businesscontribution(990 line 1a) 97,687.07 155.7% 4017• Fundraising Tea Party -1,225.00 -22.5% 4120• Non-GAAP in-kind services 4140•Gifts in kind -935.00 0.0% 4145•TEFAP 4146• United Food Bank Donated 4230• Foundation Gifts -1,201.00 0.0% 4• Contributed Income-Other -2,998.44 38.5% Total 4•Contributed Income 196,470.18 207.1% 4500• Unrealized Gain/Loss Investment 5• Earned Revenue 5310• Interest on savings -14.41 26.5% Total 5• Earned Revenue -14.41 26.5% Total Income 198,063.36 208.0% Gross Profit 198,063.36 208.0% Expense 66000• Employer Federal PR Tax(Payroll expenses) 7000• Program Expense 7010• Food 8,700.06 146.3% 7012• United Food Bank 81,409.53 30,144.9% 7013•TEFAP 7015• Dry Goods 17,755.79 186.3% 7019•Client hygiene and clothing 7040•Awards&grants-shower vouche(990 line 22) -4,821.00 17.2% 7050•Specific assisstance-ind 1,825.00 417.4% 7065• Permits&Fees 2.32 100.4% 7000• Program Expense-Other Total 7000• Program Expense 128,408.72 375.7% 7200•Salaries&related expenses(header-non-posting) 7500•Other personnel expens(header-non-posting) 7520•Accounting fees 7540• Professional fees 714.00 200.4% 7541 • Professional Services Payroll 7550• Non-employee compensation 3,501.71 131.5% 7560•Cleaning Services Total 7500•Other personnel expens(header-non-posting) 18,325.71 255.2% Page 4 7:11 AM Genesis Project AZ 01/28/21 Income & Expense Budget Performance Cash Basis January through December 2020 $Over Budget %of Budget 8100• Nonpersonnel expenses 8110• Kitchen Supplies 292.53 124.4% 8112• Building furnishings(Shelving,floor mats,trash cans,etc) 543.93 176.7% 8115•Office Supplies -741.09 76.9% 8117•Computer software 119.31 183.0% 8118•Computer equipment non-deprecia 468.80 462.4% 8119•Computer-Internet-Camera Repair(Repairs) 8130•Telephone&telecomm 1,318.78 164.3% 8135• Internet 428.17 265.2% 8140• Postage,shipping,delivery 17.31 105.5% 8150• Mailing services PO Box -28.00 77.8% 8170• Printing©ing -239.47 9.7% 8180• Books,subscriptions,reference -16.10 67.1% Total 8100• Nonpersonnel expenses 2,951.67 134.9% 8200• Facility&equipment expenses 8210• Rent&parking(990 line 36) 10,214.76 142.3% 8211 • Kitchen Equipment -2,965.63 1.5% 8212• Building repairs 925.20 782.3% 8213• Liability Insurance(Liability Insurance) -1,437.00 0.0% 8214• Building Materials -58.61 0.0% 8216• Building Equipment -411.36 0.0% 8220• Utilities 1,444.57 113.4% 8225• Pest Control 36.00 104.6% 8228•Waste removal 946.55 175.7% 8235•Cleaning supplies -123.29 44.5% 8260• Equip rental&maintenance 2,498.05 184.1% 8264•Trailer Expense 93.01 205.4% 8265• Minor equipment(Minor Equipment) -11.82 0.0% 8270• Depr&amort-allowable Total 8200• Facility&equipment expenses 16,384.43 136.2% 8300•Travel&meetings expenses 8315•fuel for food pickups 1,813.93 353.4% 8320•Conferences, meetings 75.00 250.0% Total 8300•Travel&meetings expenses 1,888.93 346.7% 8500•Other expenses 8520• Insurance 8521 • Liability Insurance 8522•Vehicle Insurance 8523•Workers Compensation Total 8520• Insurance Page 5 7:11 AM Genesis Project AZ 01/28/21 Income & Expense Budget Performance Cash Basis January through December 2020 $Over Budget %of Budget 8530 Membership dues 74.00 126.4% 8540 Staff development 8570 Advertising -672.55 85.1% 8575•Advertising tee shirts 8583• PayPal fees on donations 277.34 209.5% 8584• PayPal fee on Fundraising -13.68 47.6% 8586• Fundraising Special Expense -626.30 43.7% 8590•Other costs -0.70 0.0% 8591 • Bank charges&credit card disc 105.29 220.1% 8592• PayPal fee(990 line 43) -153.03 0.0% 8594• EFT fee -2.65 0.0% Total 8500 •Other expenses 8,448.88 231.7% Total Expense 216,981.49 281.9% Net Ordinary Income -18,918.13 70.5% Net Income -18,918.13 70.5% Page 6 7:11 AM Genesis Project AZ 01/28/21 Income & Expense Budget Performance Cash Basis January through December 2020 Jan-Dec 20 YTD Budget Ordinary Income/Expense Income 4• Contributed Income 4010• Individual/Businesscontribution(990 line 1a) 273,052.66 175,365.59 4017• Fundraising Tea Party -225.00 1,000.00 4120• Non-GAAP in-kind services 488.00 4140•Gifts in kind 0.00 935.00 4145•TEFAP 23,191.23 4146• United Food Bank Donated 81,463.32 4230• Foundation Gifts 0.00 1,201.00 4• Contributed Income-Other 1,875.00 4,873.44 Total 4•Contributed Income 379,845.21 183,375.03 4500• Unrealized Gain/Loss Investment 1,607.59 5• Earned Revenue 5310• Interest on savings 5.20 19.61 Total 5• Earned Revenue 5.20 19.61 Total Income 381,458.00 183,394.64 Gross Profit 381,458.00 183,394.64 Expense 66000• Employer Federal PR Tax(Payroll expenses) 2,883.27 7000• Program Expense 7010• Food 27,472.49 18,772.43 7012• United Food Bank 81,680.49 270.96 7013•TEFAP 23,191.23 7015• Dry Goods 38,326.15 20,570.36 7019•Client hygiene and clothing 91.24 7040•Awards&grants-shower vouche(990 line 22) 1,000.00 5,821.00 7050•Specific assisstance-ind 2,400.00 575.00 7065• Permits&Fees 563.32 561.00 7000• Program Expense-Other 254.55 Total 7000• Program Expense 174,979.47 46,570.75 7200•Salaries&related expenses(header-non-posting) 37,689.88 7500•Other personnel expens(header-non-posting) 7520•Accounting fees 1,250.00 7540• Professional fees 1,425.00 711.00 7541 • Professional Services Payroll 2,965.00 7550• Non-employee compensation 14,601.71 11,100.00 7560•Cleaning Services 9,895.00 Total 7500•Other personnel expens(header-non-posting) 30,136.71 11,811.00 Page 7 7:11 AM Genesis Project AZ 01/28/21 Income & Expense Budget Performance Cash Basis January through December 2020 Jan-Dec 20 YTD Budget 8100• Nonpersonnel expenses 8110• Kitchen Supplies 1,492.29 1,199.76 8112• Building furnishings(Shelving,floor mats,trash cans,etc) 1,253.29 709.36 8115•Office Supplies 2,466.04 3,207.13 8117•Computer software 263.02 143.71 8118•Computer equipment non-deprecia 598.16 129.36 8119•Computer-Internet-Camera Repair(Repairs) 787.50 8130•Telephone&telecomm 3,370.25 2,051.47 8135• Internet 687.37 259.20 8140• Postage,shipping,delivery 330.15 312.84 8150• Mailing services PO Box 98.00 126.00 8170• Printing©ing 25.80 265.27 8180• Books,subscriptions,reference 32.90 49.00 Total 8100• Nonpersonnel expenses 11,404.77 8,453.10 8200• Facility&equipment expenses 8210• Rent&parking(990 line 36) 34,351.21 24,136.45 8211 • Kitchen Equipment 44.44 3,010.07 8212• Building repairs 1,060.80 135.60 8213• Liability Insurance(Liability Insurance) 0.00 1,437.00 8214• Building Materials 0.00 58.61 8216• Building Equipment 0.00 411.36 8220• Utilities 12,203.53 10,758.96 8225• Pest Control 816.00 780.00 8228•Waste removal 2,197.55 1,251.00 8235•Cleaning supplies 98.66 221.95 8260• Equip rental&maintenance 5,468.44 2,970.39 8264•Trailer Expense 181.23 88.22 8265• Minor equipment(Minor Equipment) 0.00 11.82 8270• Depr&amort-allowable 5,234.00 Total 8200• Facility&equipment expenses 61,655.86 45,271.43 8300•Travel&meetings expenses 8315•fuel for food pickups 2,529.75 715.82 8320•Conferences, meetings 125.00 50.00 Total 8300•Travel&meetings expenses 2,654.75 765.82 8500•Other expenses 8520• Insurance 8521 • Liability Insurance 4.00 8522•Vehicle Insurance 1,106.16 8523•Workers Compensation 3,583.00 Total 8520• Insurance 4,693.16 Page 8 7:11 AM Genesis Project AZ 01/28/21 Income & Expense Budget Performance Cash Basis January through December 2020 Jan-Dec 20 YTD Budget 8530 Membership dues 354.00 280.00 8540 Staff development 2,000.00 8570 Advertising 3,827.58 4,500.13 8575•Advertising tee shirts 2,768.00 8583• PayPal fees on donations 530.67 253.33 8584• PayPal fee on Fundraising 12.42 26.10 8586• Fundraising Special Expense 486.73 1,113.03 8590•Other costs 0.00 0.70 8591 • Bank charges&credit card disc 192.94 87.65 8592• PayPal fee(990 line 43) 0.00 153.03 8594• EFT fee 0.00 2.65 Total 8500 •Other expenses 14,865.50 6,416.62 Total Expense 336,270.21 119,288.72 Net Ordinary Income 45,187.79 64,105.92 Net Income 45,187.79 64,105.92 Page 9 7:11 AM Genesis Project AZ 01/28/21 Income & Expense Budget Performance Cash Basis January through December 2020 $Over Budget %of Budget Ordinary Income/Expense Income 4• Contributed Income 4010• Individual/Businesscontribution(990 line 1a) 97,687.07 155.7% 4017• Fundraising Tea Party -1,225.00 -22.5% 4120• Non-GAAP in-kind services 4140•Gifts in kind -935.00 0.0% 4145•TEFAP 4146• United Food Bank Donated 4230• Foundation Gifts -1,201.00 0.0% 4• Contributed Income-Other -2,998.44 38.5% Total 4•Contributed Income 196,470.18 207.1% 4500• Unrealized Gain/Loss Investment 5• Earned Revenue 5310• Interest on savings -14.41 26.5% Total 5• Earned Revenue -14.41 26.5% Total Income 198,063.36 208.0% Gross Profit 198,063.36 208.0% Expense 66000• Employer Federal PR Tax(Payroll expenses) 7000• Program Expense 7010• Food 8,700.06 146.3% 7012• United Food Bank 81,409.53 30,144.9% 7013•TEFAP 7015• Dry Goods 17,755.79 186.3% 7019•Client hygiene and clothing 7040•Awards&grants-shower vouche(990 line 22) -4,821.00 17.2% 7050•Specific assisstance-ind 1,825.00 417.4% 7065• Permits&Fees 2.32 100.4% 7000• Program Expense-Other Total 7000• Program Expense 128,408.72 375.7% 7200•Salaries&related expenses(header-non-posting) 7500•Other personnel expens(header-non-posting) 7520•Accounting fees 7540• Professional fees 714.00 200.4% 7541 • Professional Services Payroll 7550• Non-employee compensation 3,501.71 131.5% 7560•Cleaning Services Total 7500•Other personnel expens(header-non-posting) 18,325.71 255.2% Page 10 7:11 AM Genesis Project AZ 01/28/21 Income & Expense Budget Performance Cash Basis January through December 2020 $Over Budget %of Budget 8100• Nonpersonnel expenses 8110• Kitchen Supplies 292.53 124.4% 8112• Building furnishings(Shelving,floor mats,trash cans,etc) 543.93 176.7% 8115•Office Supplies -741.09 76.9% 8117•Computer software 119.31 183.0% 8118•Computer equipment non-deprecia 468.80 462.4% 8119•Computer-Internet-Camera Repair(Repairs) 8130•Telephone&telecomm 1,318.78 164.3% 8135• Internet 428.17 265.2% 8140• Postage,shipping,delivery 17.31 105.5% 8150• Mailing services PO Box -28.00 77.8% 8170• Printing©ing -239.47 9.7% 8180• Books,subscriptions,reference -16.10 67.1% Total 8100• Nonpersonnel expenses 2,951.67 134.9% 8200• Facility&equipment expenses 8210• Rent&parking(990 line 36) 10,214.76 142.3% 8211 • Kitchen Equipment -2,965.63 1.5% 8212• Building repairs 925.20 782.3% 8213• Liability Insurance(Liability Insurance) -1,437.00 0.0% 8214• Building Materials -58.61 0.0% 8216• Building Equipment -411.36 0.0% 8220• Utilities 1,444.57 113.4% 8225• Pest Control 36.00 104.6% 8228•Waste removal 946.55 175.7% 8235•Cleaning supplies -123.29 44.5% 8260• Equip rental&maintenance 2,498.05 184.1% 8264•Trailer Expense 93.01 205.4% 8265• Minor equipment(Minor Equipment) -11.82 0.0% 8270• Depr&amort-allowable Total 8200• Facility&equipment expenses 16,384.43 136.2% 8300•Travel&meetings expenses 8315•fuel for food pickups 1,813.93 353.4% 8320•Conferences, meetings 75.00 250.0% Total 8300•Travel&meetings expenses 1,888.93 346.7% 8500•Other expenses 8520• Insurance 8521 • Liability Insurance 8522•Vehicle Insurance 8523•Workers Compensation Total 8520• Insurance Page 11 7:11 AM Genesis Project AZ 01/28/21 Income & Expense Budget Performance Cash Basis January through December 2020 $Over Budget %of Budget 8530 Membership dues 74.00 126.4% 8540 Staff development 8570 Advertising -672.55 85.1% 8575•Advertising tee shirts 8583• PayPal fees on donations 277.34 209.5% 8584• PayPal fee on Fundraising -13.68 47.6% 8586• Fundraising Special Expense -626.30 43.7% 8590•Other costs -0.70 0.0% 8591 • Bank charges&credit card disc 105.29 220.1% 8592• PayPal fee(990 line 43) -153.03 0.0% 8594• EFT fee -2.65 0.0% Total 8500 •Other expenses 8,448.88 231.7% Total Expense 216,981.49 281.9% Net Ordinary Income -18,918.13 70.5% Net Income -18,918.13 70.5% Page 12 7:11 AM Genesis Project AZ 01/28/21 Income & Expense Budget Performance Cash Basis January through December 2020 Annual Budget Ordinary Income/Expense Income 4• Contributed Income 4010• Individual/Businesscontribution(990 line 1a) 175,365.59 4017• Fundraising Tea Party 1,000.00 4120• Non-GAAP in-kind services 4140 Gifts in kind 935.00 4145 TEFAP 4146• United Food Bank Donated 4230• Foundation Gifts 1,201.00 4• Contributed Income-Other 4,873.44 Total 4• Contributed Income 183,375.03 4500• Unrealized Gain/Loss Investment 5• Earned Revenue 5310• Interest on savings 19.61 Total 5• Earned Revenue 19.61 Total Income 183,394.64 Gross Profit 183,394.64 Expense 66000 • Employer Federal PR Tax(Payroll expenses) 7000 • Program Expense 7010• Food 18,772.43 7012• United Food Bank 270.96 7013•TEFAP 7015• Dry Goods 20,570.36 7019•Client hygiene and clothing 7040•Awards&grants-shower vouche(990 line 22) 5,821.00 7050•Specific assisstance-ind 575.00 7065• Permits&Fees 561.00 7000• Program Expense-Other Total 7000 • Program Expense 46,570.75 7200 •Salaries&related expenses(header-non-posting) 7500 •Other personnel expens(header-non-posting) 7520•Accounting fees 7540• Professional fees 711.00 7541 • Professional Services Payroll 7550• Non-employee compensation 11,100.00 7560•Cleaning Services Total 7500 •Other personnel expens(header-non-posting) 11,811.00 Page 13 7:11 AM Genesis Project AZ 01/28/21 Income & Expense Budget Performance Cash Basis January through December 2020 Annual Budget 8100 • Nonpersonnel expenses 8110 • Kitchen Supplies 1,199.76 8112• Building furnishings(Shelving,floor mats,trash cans,etc) 709.36 8115•Office Supplies 3,207.13 8117•Computer software 143.71 8118•Computer equipment non-deprecia 129.36 8119•Computer-Internet-Camera Repair(Repairs) 8130•Telephone&telecomm 2,051.47 8135• Internet 259.20 8140• Postage,shipping,delivery 312.84 8150• Mailing services PO Box 126.00 8170• Printing©ing 265.27 8180• Books,subscriptions,reference 49.00 Total 8100 • Nonpersonnel expenses 8,453.10 8200• Facility&equipment expenses 8210• Rent&parking(990 line 36) 24,136.45 8211 • Kitchen Equipment 3,010.07 8212• Building repairs 135.60 8213• Liability Insurance(Liability Insurance) 1,437.00 8214• Building Materials 58.61 8216• Building Equipment 411.36 8220• Utilities 10,758.96 8225• Pest Control 780.00 8228•Waste removal 1,251.00 8235•Cleaning supplies 221.95 8260• Equip rental&maintenance 2,970.39 8264•Trailer Expense 88.22 8265• Minor equipment(Minor Equipment) 11.82 8270 • Depr&amort-allowable Total 8200 • Facility&equipment expenses 45,271.43 8300•Travel&meetings expenses 8315•fuel for food pickups 715.82 8320•Conferences, meetings 50.00 Total 8300 •Travel&meetings expenses 765.82 8500 •Other expenses 8520• Insurance 8521 • Liability Insurance 8522•Vehicle Insurance 8523•Workers Compensation Total 8520 • Insurance Page 14 7:11 AM Genesis Project AZ 01/28/21 Income & Expense Budget Performance Cash Basis January through December 2020 Annual Budget 8530 Membership dues 280.00 8540 Staff development 8570 Advertising 4,500.13 8575•Advertising tee shirts 8583• PayPal fees on donations 253.33 8584• PayPal fee on Fundraising 26.10 8586• Fundraising Special Expense 1,113.03 8590•Other costs 0.70 8591 • Bank charges&credit card disc 87.65 8592• PayPal fee(990 line 43) 153.03 8594• EFT fee 2.65 Total 8500 •Other expenses 6,416.62 Total Expense 119,288.72 Net Ordinary Income 64,105.92 Net Income 64,105.92 Page 15 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY P . O . BOX 2508 CINCINNATI , OH 45201 APR 1 Employer Identif ication Number : Date : 27 - 3994457 DLN : 17053 0473 09 03 1 GENESIS PROJECT INC Contact Person : PO BOX 5156 BENJAMIN L DAVIS ID # 31465 APACHE JUNCTION , AZ 85278 If Contact Telephone Number : ( 877 ) 829 - 5500 Accounting Period Ending : December 3 1 Publ ic Char ity Status : 170 ( b ) ( 1 ) ( A ) ( Vi ) Form 9 9 0 Rewired : Yes Ef f ective Date of Exemption : November 181 2 010 _ Contr ibution Deduct ib il ity : Yes Addendum App li e s : No Dear Appl icant : We are pleased to inf orm you that upon review of your application f or tax exempt status we have determined that you are exempt f rom Federal income tax under section 501 ( c ) ( 3 ) of the Internal Revenue Code . Contr ibutions to you are deductible under section 170 of the Code . You are also qualified to receive tax deductible bequests , devises , transfers or gifts under section 2055 , 2106 or 2522 of the Code . Because this letter could help resolve any questions regarding your exempt status , you should keep it in your permanent records . Organizations exempt under section 501 ( c ) ( 3 ) of the Code are further classified as either public charities or priv ate foundations ,, We determined that you are a public charity under the Code sectilon ( s ) listed in the headlong of this letter . Please see enclosed Publication 4221 - PC , Compliance Guide for 501 ( c ) ( 3 ) Public Charities , f or some helpf ul inf ormation about your responsibilities as an exempt organization . S incerely , Loi s G . Lerner Director , Exempt Organizations Enclosure : Publication 4221 - PC Letter 947 ( DO / CG ) INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY P. O. BOX 2508 CINCINNATI, OH 45201 APR1 5 2011 Employer Identification Number: 27-3994457 DLN: 17053047309031 GENESIS PROJECT INC Contact Person: PO BOX 5156 BENJAMIN L DAVIS ID# 31465 APACHE JUNCTION, AZ 85278 Contact Telephone Number: (877) 829-5500 Accounting Period Ending: December 31 Public Charity Status: 170 (b) (1) (A) (vi) Form 990 Required: Yes Effective Date of Exemption: November 18, 2010 Contribution Deductibility: Yes Addendum Applies: No Dear Applicant: We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c) (3) of the Internal Revenue Code. Contributions to you are deductible under section 170 of the Code. You are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501 (c) (3) of the Code are further classified as either public charities or private foundations. We determined that you are a public charity under the Code section(s) listed in the heading of this letter. Please see enclosed Publication 4221-PC, Compliance Guide for 501 (c) (3) Public Charities, for some helpful information about your responsibilities as an exempt organization. Sincerely, Lois G. Lerner Director, Exempt Organizations Enclosure: Publication 4221-PC Letter 947 (DO/CG) it Arizona Corporation Commission-RECEIVED: 11/7/2020 20110709214928 Arizona Corporation Commission-FELED: 11/72020 2020 ANNUAL REPORT ENTITY INFORMATION ENTITY NAME: GENESIS PROJECT, INC ENTITY ID: 16414750 ENTITY TYPE: Domestic Nonprofit Corporation CHARACTER OF BUSINESS: Accommodation and Food Services AUTHORIZED SHARES: ISSUED SHARES: STATUTORY AGENT INFORMATION STATUTORY AGENT NAME: DAVID CROOM PHYSICAL ADDRESS: 21318 E Alyssa Rd, QUEEN CREEK, AZ 85142 MAILING ADDRESS: KNOWN PLACE OF BUSINESS 564 N IDAHO SUITE 5 , APACHE JUNCTION, AZ 85119 PRINCIPAL OFFICE ADDRESS PRINCIPAL INFORMATION CEO(Chief Executive Officer):DAVID CROOM-2131B E Alyssa Rd,QUEEN CREEK,AZ,85142, USA--Date of Taking Office:11/18/2010 Director:DAVID GROOM-370 N DON PERALTA RD,APACHE JUNCTION,AZ,85119,USA--Date of Taking Office:12/06/2010 Director:JUDY SPARKS-925 N PLAZA DR LOT 72„APACHE JUNCTION,AZ,85120,USA--Date of Taking Office:12/06/2010 Director:MID CAR LOZZI-8075 SAND WEDGE LANE,GOLD CANYON,AZ,85118,USA--Date of Taking Office:11/07/2013 President:Trinity Cole-25387 N Boreas Rd,FLORENCE,AZ,85132,USA--Date of Taking Office:10/14/2019 Secretary:Heather Patel-674 West 16th St., FLORENCE,AZ,85132, USA--Date of Taking Office: 11/11/2019 Treasurer:Jason Heavens-2471 E.Foothills Dr.,APACHE JUNCTION,AZ,85119, USA--Date of Taking Office: 11/11/2019 Vice-President:Bill Pope-4480 N.Cactus,APACHE JUNCTION,AZ,85119,USA--Date of Taking Office: 10/14/2019 SIGNATURE CEO(Chief Executive Officer): David Cromn-11/07/2020 ARTICLES OF INCORPORATION Genesis Project, INC. (Arizona Non-Profit, Tax Exempt Corporation) We,the undersigned,associate ourselves together to form a non-profit private corporation under the laws of the State of Arizona and for that purpose adopt the following Articles of Incorporation. ARTICLE I- CORPORATE NAME The name of this Corporation shall be: Genesis Project,INC ARTICLE II-PLACE OF BUSINESS The principal office and place of transacting the business of the Corporation shall be 462 N Palo Verde Dr Apache Junction AZ 85120-5611,however, its Board of Directors may meet for the transaction of business at such other places within the State of Arizona as the Directors may from time to time designate. ARTICLE III-PURPOSE The purpose for which this Corporation is organized is the transaction of any and all lawful business for which non-profit corporations may be incorporated under the laws of the State of Arizona, as they may be amended from time to time. Said Corporation is organized exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986,or corresponding section of any future federal tax code, including for such purposes the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3)of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code. To the extent that the following conforms to such charitable, scientific and educational purposes,the general nature of the business to be transacted by the Corporation is more specifically as follows: 1. Providing meals and providing basic needs to the homeless and hungry individuals in Apache Junction,East Mesa and Gold Canyon,Arizona. ARTICLE IV-INITIAL BUSINESS The character of the affairs and business that the Corporation initially intends to conduct in this State is to take all such actions as may be appropriate to accomplish the purposes set forth above. ARTICLE V—POWERS No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors,officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in(including the publishing or distribution of statements)any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles,the Corporation shall not carry on any other activities not permitted to be carried on(a)by a corporation exempt from 1 federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986,or corresponding section or provision of any future United States Internal Revenue law or federal tax code, or(b)by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, or the corresponding section or provision of any future United States Internal Revenue law or federal tax code. ARTICLE VI-MEMBERSHIP The Corporation will not have members. ARTICLE VII-LIQUIDATION Upon the winding up and dissolution of this Corporation,the Board of Directors shall, after paying or adequately providing for the payment of all of the liabilities of the Corporation,the remaining assets exclusively for the purposes of the Corporation shall be distributed to a non-profit fund, foundation, or corporation,which is organized and operated exclusively for charitable,educational,religious or scientific purpose as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3)of the Internal Revenue Code of 1986, or corresponding section of any future United States Internal Revenue law or federal tax code,as the Board of Directors shall determine. Any assets not disposed of shall be disposed of by the Superior Court of the County in which the principle office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine,which are organized and operated exclusively for such purposes. ARTICLE VIII-BOARD OF DIRECTORS A Board of Directors whose number and term shall be provided in the Bylaws of the Corporation shall conduct the affairs of the Corporation. The initial Board of Directors shall consist of three directors. The names and addresses of the persons who are to serve as the directors until the first annual meeting of the Board of Directors, or until their successors are elected and qualified are: David Croom 370 N Don Peralta Rd Apache Junction,AZ 85119 Paul Wagaman 834 S. Meridian Rd. #186 Apache Junction,AZ 85120 John McEuen 1345 S Cactus Road Apache Junction, 85119 The number of persons to serve on the Board of Directors thereafter shall be fixed by the Bylaws. Except as otherwise provided in these Articles of Incorporation,the Board of Directors,by a majority vote of those present at a duly-convened meeting, shall have the power to adopt, amend and rescind the Bylaws for the governing of the Corporation,to fill vacancies occurring in the Board of Directors,or in the offices of the Corporation, from any cause, and to designate such powers and duties for said officers as they may be prescribed. ARTICLE IX-EXEMPTION OF PRIVATE PROPERTY The incorporators,directors, officers, employees and agents of the Corporation and their property shall be forever exempt from liability or assessment for its debts,obligations or engagements. ARTICLE X-ELIMINATION OF DIRECTORS' LIABILITY The personal liability of the directors to the Corporation or its members for monetary damages for any action taken or failure to take any action as a director is limited to the fullest extent permitted by applicable law. 2 Neither this provision nor any other provisions in these Articles shall eliminate or limit the liability of a director for any of the following: A. The amount of a financial benefit received by a director to which the director is not entitled. B. An intentional infliction of harm on the corporation. C. A violation of A.R.S. § 10-3833 (liability for unlawful distributions). D. An intentional violation of criminal law. For purposes of this provision, "director"shall include trustees or persons who serve on a board or council of the Corporation in an advisory capacity. ARTICLE XI-INDEMNIFICATION The Corporation shall indemnify any person against expenses, including without limitation,attorneys' fees,judgments, fines and amounts paid in settlement,actually and reasonably incurred by reason of the fact that he/she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director,officer,employee or agent of another corporation,partnership,joint venture,trustor, other enterprise, in all circumstances in which, and to the extent that, such indemnification is specifically permitted and provided for by the laws of the State of Arizona as then in effect. The power of indemnification under the Arizona Revised Statutes shall not be denied or limited by the Bylaws. ARTICLE XII-INCORPORATORS The names and addresses of the Incorporators are: 1. David Croom 370 N Don Peralta Rd Apache Junction,AZ 85119 2. Paul Wagaman 834 S. Meridian Rd. #186 Apache Junction,AZ 85120 3. John McEuen 1345 S Cactus Road Apache Junction, 85119 All powers,duties, and responsibilities of the incorporators shall cease at the time of delivery of these Articles of Incorporation to the Arizona Corporation Commission. ARTICLE XIII-STATUTORY AGENT The Statutory Agent is Paul Wagaman,whose physical address is: 834 S. Meridian Rd. #186 Apache Junction,AZ 85120 3 ARTICLE XIV-AMENDMENTS These Articles of Incorporation may be amended from time to time only by a majority vote of the Board of Directors of the Corporation present, in accordance with procedures set forth in the Bylaws of the Corporation, at a duly convened meeting called for that purpose, if a quorum is present and a notice is given as specified in the Bylaws of the Corporation. ARTICLE XV-DISCRIMINATION The Corporation will not practice or permit discrimination on the basis of sex, age,race,national origin, religion, or physical handicap or disability. IN WITNESS WHEREOF,we,the undersigned Incorporators, hereto set our hand this day of 92010. David Croom Paul Wagaman John McEuen CONSENT TO ACT AS STATUTORY AGENT I Paul Wagaman,having been designated to act as statutory agent for Genesis Project, INC.,hereby acknowledge, consent,and accept the appointment as statutory agent effective this day of ,2010,and I shall act in this capacity until removal or resignation is submitted in accordance with Arizona Revised Statutes. 4 Chairman David Croom 480 982-6622 dave@hybridfinancia1.net 21318 E.Alyssa Rd. 480 338-4298 Queen Creek,AZ 85112 Mid Carlozzi 440 487-3006 midcarl@sbcglobal.net 8075 E Sand Wedge Lane, Gold Canyon,AZ 85118 Judy Sparks 480 415-5882 sparksjudy315@gmail.com 925 N Plaza Dr Lot 72, Apache Junction AZ 85120 Dave Ries 480 669-6074 3500 S.Tomahawk#125 Apache Junction,AZ 85120 Robin Barker 480 980-0889 barkerr43@yahoo.com 860 S. Saguaro Dr. Apache Junction,AZ 85120 Secretary Heather Patel 480 474-2635 heatherpatel2009@gmail.com 674 West 16th St. 520 431-2442 cell Florence,AZ 85132 President Trinity Cole 480 371-9117 trinity_cole@live.com 25387 N Boreas Rd Florence,AZ 85132 Marlin Mayer 480 201-8465 mmmayercows@aol.com 608 S Palo Verde Way Mesa,AZ 85208 Treasurer Jason Heavens 480 399-6440 jasonheavens@me.com 2471 E. Foothills Dr. Apache Junction,AZ 85119 Vice President Bill Pope 602 370-1408 billpope3333@gmail.com 4480 N. Cactus Apache Junction,AZ 85119 Dana Boyer 602 369-1792 concretizen@gmail.com 51 S. Prospectors Rd Apache Junction,AZ 85119 Ernie Maroon 317 557-1974 emaroon2@yahoo.com 1520 N Starr Rd. Apache Junction,AZ 85119 Provide a detailed description of current partnerships within the community include the name of the project/activity and how your agency partnered to make it successful. AJ Homeless Coalition: Genesis Project President Trinity Cole co-leads the Coalition. Bi-monthly meetings are held for the purpose of collaboration and problem solving and the goal of achieving permanent , sustainable solutions in the Apache Junction community. Other Side Ministries: Genesis Project donates classroom space and hands-on cooking in full commercial kitchen for the 8 week Culinary Classes, taught by Chef Jason Taylor, are provided free of charge to those who are unable to afford traditional culinary school. Salvation Army: Project Shower, biweekly access to shower facilities and a hot meal. Genesis Project provides hot dog buns, towels, hygiene and prints/passes out 300 fliers each week to notify guests. 7:15 AM Genesis Project AZ 01/28/21 Statement of Financial Position Cash Basis As of January 28, 2021 Jan 28,21 Jan 28,20 $Change ASSETS Current Assets Checking/Savings 1015•Wells Fargo Operating Account 1017 Operations Mgr.Home Rental(Operations Mgr.Home Rental) 7,518.54 0.00 7,518.54 1019 Shower vouchers 2,728.00 1,965.00 763.00 1015 Wells Fargo Operating Account-Other 47,268.74 55,396.36 -8,127.62 Total 1015•Wells Fargo Operating Account 57,515.28 57,361.36 153.92 1020 •Wells Fargo Payroll account 2,304.33 1,976.96 327.37 1071 Money Market account(990 line 46) 76,607.59 75,000.00 1,607.59 1075 Wells Fargo Savings 30,522.80 30,517.60 5.20 Total Checking/Savings 166,950.00 164,855.92 2,094.08 Other Current Assets 1499 • Undeposited Funds 2,448.56 75.00 2,373.56 Total Other Current Assets 2,448.56 75.00 2,373.56 Total Current Assets 169,398.56 164,930.92 4,467.64 Fixed Assets 15900• Leasehold Improvements(Improvements to leased building space) 3,904.48 3,904.48 0.00 1630 • Leasehold/building improvements 11,072.00 11,072.00 0.00 1640 Fixed Asset equipment 16,964.66 16,964.66 0.00 1650 Vehicles-Refrigerated Trailer 5,850.00 5,850.00 0.00 1655 Vehicles-GMC van 7,000.00 7,000.00 0.00 17100•Accum Depr-Furn and Equip(Accumulated depreciation on furniture and equipment) -24,551.00 -19,317.00 -5,234.00 17700•Accumalated Amortization -1,456.00 -1,456.00 0.00 Total Fixed Assets 18,784.14 24,018.14 -5,234.00 Other Assets 1670 •Organization Costs 1,456.00 1,456.00 0.00 Total Other Assets 1,456.00 1,456.00 0.00 TOTAL ASSETS 189,638.70 190,405.06 -766.36 LIABILITIES&EQUITY Liabilities Current Liabilities Accounts Payable 2010 •Accounts payable -601.08 -600.00 -1.08 Total Accounts Payable -601.08 -600.00 -1.08 Page 1 7:15 AM Genesis Project AZ 01/28/21 Statement of Financial Position Cash Basis As of January 28, 2021 Jan 28,21 Jan 28,20 $Change Other Current Liabilities 2060 Employee/Employer PR Taxes 601.42 354.43 246.99 2061 Employee State Withholding Tax 37.36 24.71 12.65 Total Other Current Liabilities 638.78 379.14 259.64 Total Current Liabilities 37.70 -220.86 258.56 Total Liabilities 37.70 -220.86 258.56 Equity 3010 • Un restricted(retained earnings) 227,207.31 182,019.52 45,187.79 Net Income -37,606.31 8,606.40 -46,212.71 Total Equity 189,601.00 190,625.92 -1,024.92 TOTAL LIABILITIES&EQUITY 189,638.70 190,405.06 -766.36 Page 2 7:15 AM Genesis Project AZ 01/28/21 Statement of Financial Position Cash Basis As of January 28, 2021 %Change ASSETS Current Assets Checking/Savings 1015•Wells Fargo Operating Account 1017 Operations Mgr. Home Rental(Operations Mgr. Home Rental) 100.0% 1019 Shower vouchers 38.8% 1015 Wells Fargo Operating Account-Other -14.7% Total 1015•Wells Fargo Operating Account 0.3% 1020 •Wells Fargo Payroll account 16.6% 1071 Money Market account(990 line 46) 2.1% 1075 Wells Fargo Savings 0.0% Total Checking/Savings 1.3% Other Current Assets 1499 • Undeposited Funds 3,164.8% Total Other Current Assets 3,164.8% Total Current Assets 2.7% Fixed Assets 15900• Leasehold Improvements(Improvements to leased building space) 0.0% 1630 • Leasehold/building improvements 0.0% 1640 Fixed Asset equipment 0.0% 1650 Vehicles-Refrigerated Trailer 0.0% 1655 Vehicles-GMC van 0.0% 17100 Accum Depr-Furn and Equip(Accumulated depreciation on furniture and equipment) -27.1% 17700 Accumalated Amortization 0.0% Total Fixed Assets -21.8% Other Assets 1670 • Organization Costs 0.0% Total Other Assets 0.0% TOTAL ASSETS -0.4% LIABILITIES&EQUITY Liabilities Current Liabilities Accounts Payable 2010 •Accounts payable -0.2% Total Accounts Payable -0.2% Page 3 7:15 AM Genesis Project AZ 01/28/21 Statement of Financial Position Cash Basis As of January 28, 2021 %Change Other Current Liabilities 2060 Employee/Employer PR Taxes 69.7% 2061 Employee State Withholding Tax 51.2% Total Other Current Liabilities 68.5% Total Current Liabilities 117.1% Total Liabilities 117.1% Equity 3010 • Un restricted(retained earnings) 24.8% Net Income -537.0% Total Equity -0.5% TOTAL LIABILITIES&EQUITY -0.4% Page 4 BYLAWS OF GENESIS PROJECT, INC A Nonprofit Corporation Formed Under the Laws of the State of Arizona ARTICLE ONE ORGANIZATION Section 1.1.Registered Office.The registered office of the corporation shall initially be situated at the location stated within the Articles of Incorporation and may,at a later date,be moved to such other location as the board of directors may from time to time designate. Section 1.2. Other Offices. The corporation may maintain such other offices both within and without the State of Arizona as the board of directors may authorize. Section 1.3.Purpose. The corporation has been organized for the purposes set forth in the Articles of Incorporation. ARTICLE TWO MEMBERS Section 2.1.Membership. The corporation shall not have members.All authority shall be vested in a perpetual board of directors as set forth in Article III below. ARTICLE THREE BOARD OF DIRECTORS Section 3.1.Initial Directors.The initial board of directors shall consist of 10 persons. The initial board of directors shall serve a term of two years and be eligible for reelection to two-year terms thereafter;however, in all cases, directors shall serve until their successors shall have been elected and qualified. Section 3.2.Number,Election and Term. The number of directors to serve on the board of directors may be amended by a duly adopted resolution of the board of directors,however,this number shall not be greater than a maximum of 1 directors nor less than the minimum number required by Arizona law. All directors elected after the initial board shall serve two-year terms and shall be eligible for reelection to further terms by the board of directors;however, in all cases,current directors shall serve until their successors shall have been elected and qualified. When a seat becomes vacant on the board,the current board of directors shall fill it by majority vote;however, a director shall abstain from voting upon his or her own nomination for reelection to the board. Section 3.2.Powers.The activities and assets of the corporation shall be managed and controlled by the board of directors,which shall exercise all the powers of the corporation. Section 3.3.Meetings; Quorum.Regular meetings of the board of directors shall be held at such places,within or without the State of Arizona, and on such days and at such times as shall be fixed from time to time by the board of directors. Rules of procedure for the conduct of such meetings shall be adopted by resolution of the board of directors.Notice of such regular meetings need not be given.A majority of the board of directors shall constitute a quorum for the I transaction of business,but a lesser number may adjourn to another day if a quorum is not present. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors,unless the Articles of Incorporation or these Bylaws require the act of a greater number. Special meetings of the board may be held at any time and place,within or without the State of Arizona,upon the call of the chairman of the board,the president or secretary of the corporation by written notice delivered to each director not less than three (3) days before such meeting;provided,however,that any director may,at any time,in writing,waive notice of any meeting. Attendance of a director at any meeting shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. For purposed of this section, "delivery" of notice of a board of director's meeting may be accomplished either by hand delivery,through the U.S. Postal Service,through a private parcel carrier service, or electronically by facsimile transmission. "Delivery" is completed upon receipt by the director through any of the aforementioned means except when delivery of notice is by U.S. Postal Service or private parcel carrier service,in which case, delivery shall be completed upon delivery of the notice to the director's last known home address. Section 3.4.Director meeting via telephone conference. Directors may appear at a meeting of the board by means of telephone conference or similar communication system whereby all persons participating in the meeting can hear each other,and participation in a meeting in this manner shall constitute presence in person at the meeting. Furthermore,a director appearing at board meeting via telephone conference shall also be allowed to vote by this medium. Furthermore,it is permissible for all directors to appear at a meeting of the board of directors via telephone conference or similar communication system. Section 3.5.Action by Consent.Any action,which is required to be or may be taken at a meeting of the directors may be taken without a meeting if consents in writing, setting forth the action so taken,are signed by all the directors. The directors with the effect may execute the written consent in several identical counterparts as if the directors had executed a single document. Section 3.6.Resignation and Filling of Vacancies of Directors.Any director of the corporation may resign at any time by giving written notice of such resignation to the board of directors,the chairman of the board,or the corporation.Any such resignation shall take effect at the time specified therein or,if no time be specified,upon receipt thereof by the board of directors or one of the above named officers. Vacancies on the board and newly created directorships resulting from any increase in the number of directors to constitute the board of directors may be filled by a duly approved resolution of a majority of the directors then in office. If the directors remaining in office constitute fewer than a quorum of the board,they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.The death of any director shall be treated as a voluntary resignation by the corporation. Section 3.7. Compensation of Directors. Directors, as such,may receive such compensation and be reimbursed for expenses of attendance at any meeting of the board as shall be determined by resolution of the board of directors.Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore. Section 3.8. Committees. The board of directors,by resolution adopted by a majority of the whole board,may designate two or more directors to constitute a committee. Each such committee,to the extent provided in such resolution, shall have and may exercise the authority of the board of directors, as so delegated in the resolution, in the management of the corporation;but the designation of such committee and the delegation thereto of authority shall not operate to 2 relieve the board of directors, or any member thereof, of any responsibility imposed upon it or such member by law. Section 3.9.Power and duties of the board of directors. The property and business of a corporation shall be controlled and managed by a board of directors;however,the board may delegate duties to the officers of the corporation to the full extent allowed by law. Section 3.10.Removal of directors. The board of directors may,by resolution adopted by the affirmative vote of 66%or more of the directors,remove a fellow board member. Sixty-six percent of all directors,not 66%of those directors in attendance at the meeting,most vote in favor of removal for the resolution to pass. ARTICLE FOUR OFFICERS Section 4.1.Number,Election and Term. The officers of the corporation shall be a chairman, president,treasurer, and secretary who shall be chosen by the board of directors at its first meeting. The board of directors may elect such other officers with such titles and duties as it may determine are appropriate. The same person may hold any two or more offices.All officers, unless sooner removed, shall hold their respective offices until the first meeting of the board of directors after the next succeeding election of the board of directors and until their successors shall have been duly elected and qualified. The board of directors shall fix the salaries of the officers of the corporation from time to time.No officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the corporation. Section 4.2.Removal.Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby,but such removal shall not effect the contract rights, if any, of the officer or agent so removed. Section 4.3. Chairman of the Board. The chairman of the board,if any, shall preside at all meetings of the directors at which he or she is present and shall perform such other duties as the board of directors or these Bylaws may prescribe. Section 4.4.President. In the absence of the chairman of the board,the president shall preside at all meetings of the directors at which he or she is present. The president shall perform such duties as the board of directors may prescribe and shall see that all orders and resolutions of the board are carried into effect. The president shall execute bonds,mortgages and other contracts requiring a seal,under the seal of the corporation, except where permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. Section 4.5.Vice Presidents. The vice presidents, shall, in the absence or disability of the president and any executive vice president,perform the duties and exercise the powers of the president, and shall perform such other duties as the board of directors or the president may prescribe. Section 4.6.Secretary and Assistant Secretaries. The secretary shall keep or cause to be kept a record of all meetings of the board of directors and record all votes and the minutes of all proceedings in a book to be kept for that purpose. The secretary shall give, or cause to be given, notice of all meetings of special meetings of the board of directors,and shall perform such other duties as may be prescribed by the board of directors or president,under whose supervision the secretary shall be. The secretary shall keep in safe custody the seal of the corporation and shall affix the same to any instrument requiring it. The assistant secretaries, if any, in order of their 3 seniority shall, in the absence or disability of the secretary,perform the duties and exercise the powers of the secretary and shall perform such other duties as the board of directors may prescribe. Section 4.7. Treasurer and Assistant Treasurers. The treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors and shall perform such other duties as the board of directors may prescribe. The treasurer shall disburse the funds of the corporation as may be ordered by the board,taking proper vouchers for such disbursements,and shall render to the president and directors,at the regular meetings of the board, or whenever they may require it,an account of all his transactions as treasurer and of the financial condition of the corporation. If required by the board of directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death,resignation,retirement or removal from office, of all books,papers,vouchers,money and other property of whatever kind in his possession or under his control belonging to the corporation. The assistant treasurers, if any, in the order of their seniority shall,in the absence or disability of the treasurer,perform the duties and exercise the powers of the treasurer and shall perform such other duties as the board of directors may prescribe. The treasurer will not have authority to sign checks or use the corporation's credit or debit card. The designated debit cardholder and check signers are specified in Article Six- Section 6.1. ARTICLE FIVE INDEMNIFICATION OF DIRECTORS, OFFICERS,EMPLOYEES AND AGENTS Section 5.1.Indemnification of Directors and Officers. To the fullest extent permitted by the laws of State of Arizona, including future amendments of those laws,the corporation shall indemnify and hold harmless each director and officer of the corporation against any and all claims,liabilities, and expenses(including attorneys' fees,judgments, fines, and amounts paid in settlement) actually and reasonably incurred and arising from any threatened,pending, or completed action, suit or proceeding,whether civil,criminal,administrative, or investigative,to which any such person shall have become subject by reason of having held such a position or having allegedly taken or omitted to take any action in connection with any such position. However,the foregoing shall not apply to: a.any breach of such person's duty of loyalty to the corporation; b.any act or omission by such person not in good faith or which involves intentional misconduct or where such person had reasonable cause to believe his conduct was unlawful; or c.any transaction from which such person derived any improper personal benefit. Section 5.2.Determination of Entitlement of Directors and Officers to Indemnification. The decision concerning whether a director or officer seeking indemnification has satisfied the provisions of Section 5.1 shall be made by(i)the board of directors by a majority vote of a quorum consisting of directors who are not parties to the action, suit, or proceeding giving rise to the claim for indemnity("Disinterested Directors"),whether or not such majority constitutes a quorum; (ii) if there are no Disinterested Directors,or if the Disinterested Directors so direct,by independent legal counsel in a written opinion. Section 5.3.Indemnification of employees and agents.The board of directors may, in such 4 cases as,in its complete discretion,it deems appropriate, indemnify and hold harmless employees and agents of the corporation, and persons who formerly held such positions against any or all claims and liabilities (including reasonable legal fees and other expenses incurred in connection with such claims or liabilities)to which any such person shall have become subject by reason of having held such a position or having allegedly taken or omitted to take any action in connection with such position. ARTICLE SIX MISCELLANEOUS Section 6.1.Designated Check Signer and debit cardholders. Check signers and debit card holders will be established at the first meeting of the board and agreed upon by an action of unified consent. Section 7.1.Amendment of Bylaws. The Bylaws may be amended by a majority vote of the board of directors present in person or by proxy at the annual meeting, at a special meeting called for that purpose, or by written consent. Section 7.2.Fiscal year of the corporation.Unless the board of directors shall select another date through a duly adopted resolution,the fiscal year of the corporation shall begin on the first day of January of each year and end on the 31 st day of December. 5 7:13 AM Genesis Project AZ 01/28/21 Statement of Financial Income and Expense Accrual Basis January through December 2020 Operations Mgr. Home Rental Shower (100 Programs) (100 Programs) Ordinary Income/Expense Income 4• Contributed Income 4010• Individual/Businesscontribution(990 line la) 10,074.29 2,678.00 4017• Fundraising Tea Party 0.00 0.00 4120• Non-GAAP in-kind services 0.00 0.00 4145•TEFAP 0.00 0.00 4146• United Food Bank Donated 0.00 0.00 4• Contributed Income-Other 0.00 0.00 Total 4• Contributed Income 10,074.29 2,678.00 4500• Unrealized Gain/Loss Investment 0.00 0.00 5• Earned Revenue 5310• Interest on savings 0.00 0.00 Total 5• Earned Revenue 0.00 0.00 Total Income 10,074.29 2,678.00 Gross Profit 10,074.29 2,678.00 Expense 66000 • Employer Federal PR Tax(Payroll expenses) 0.00 0.00 7000• Program Expense 7010• Food 0.00 0.00 7012• United Food Bank 0.00 0.00 7013•TEFAP 0.00 0.00 7015• Dry Goods 0.00 0.00 7019•Client hygiene and clothing 0.00 0.00 7040•Awards&grants-shower vouche(990 line 22) 0.00 1,000.00 7050•Specific assisstance-ind 2,400.00 0.00 7065• Permits&Fees 0.00 0.00 7000• Program Expense-Other 0.00 0.00 Total 7000 • Program Expense 2,400.00 1,000.00 7200•Salaries&related expenses(header-non-posting) 7220•Salaries&wages 0.00 0.00 7200•Salaries&related expenses(header-non-posting)-Other 0.00 0.00 Total 7200 •Salaries&related expenses(header-non-posting) 0.00 0.00 Pagel 7:13 AM Genesis Project AZ 01/28/21 Statement of Financial Income and Expense Accrual Basis January through December 2020 Operations Mgr. Home Rental Shower (100 Programs) (100 Programs) 7500•Other personnel expens(header-non-posting) 7520•Accounting fees 0.00 0.00 7540• Professional fees 0.00 0.00 7541 • Professional Services Payroll 0.00 0.00 7550• Non-employee compensation 0.00 0.00 7560•Cleaning Services 0.00 0.00 Total 7500•Other personnel expens(header-non-posting) 0.00 0.00 8100• Nonpersonnel expenses 8110• Kitchen Supplies 0.00 0.00 8112• Building furnishings(Shelving,floor mats,trash cans,etc) 0.00 0.00 8115•Office Supplies 0.00 10.99 8117•Computer software 0.00 0.00 8118•Computer equipment non-deprecia 0.00 0.00 8119•Computer-Internet-Camera Repair(Repairs) 0.00 0.00 8130•Telephone&telecomm 0.00 0.00 8135• Internet 0.00 0.00 8140• Postage,shipping,delivery 0.00 0.00 8150• Mailing services PO Box 0.00 0.00 8170• Printing©ing 0.00 0.00 8180• Books,subscriptions,reference 0.00 0.00 Total 8100• Nonpersonnel expenses 0.00 10.99 8200• Facility&equipment expenses 8210• Rent&parking(990 line 36) 0.00 0.00 8211 • Kitchen Equipment 0.00 0.00 8212• Building repairs 0.00 0.00 8220• Utilities 74.29 0.00 8225• Pest Control 0.00 0.00 8228•Waste removal 0.00 0.00 8235•Cleaning supplies 0.00 0.00 8260• Equip rental&maintenance 0.00 0.00 8264•Trailer Expense 0.00 0.00 8270• Depr&amort-allowable 0.00 0.00 Total 8200• Facility&equipment expenses 74.29 0.00 8300•Travel&meetings expenses 8315•fuel for food pickups 0.00 0.00 8320•Conferences, meetings 0.00 0.00 Total 8300•Travel&meetings expenses 0.00 0.00 Page 2 7:13 AM Genesis Project AZ 01/28/21 Statement of Financial Income and Expense Accrual Basis January through December 2020 Operations Mgr. Home Rental Shower (100 Programs) (100 Programs) 8500 •Other expenses 8520 • Insurance 8521 Liability Insurance 0.00 0.00 8522 Vehicle Insurance 0.00 0.00 8523 Workers Compensation 0.00 0.00 Total 8520 • Insurance 0.00 0.00 8530• Membership dues 0.00 0.00 8540•Staff development 0.00 0.00 8570•Advertising 0.00 489.25 8575•Advertising tee shirts 0.00 0.00 8583• PayPal fees on donations 0.00 0.00 8584• PayPal fee on Fundraising 0.00 0.00 8586• Fundraising Special Expense 0.00 0.00 8591 • Bank charges&credit card disc 0.00 0.00 Total 8500 •Other expenses 0.00 489.25 Total Expense 2,474.29 1,500.24 Net Ordinary Income 7,600.00 1,177.76 Net Income 7,600.00 1,177.76 Page 3 7:13 AM Genesis Project AZ 01/28/21 Statement of Financial Income and Expense Accrual Basis January through December 2020 Soup Kitchen (100 Programs) Total 100 Programs Ordinary Income/Expense Income 4• Contributed Income 4010• Individual/Businesscontribution(990 line 1a) 259,220.37 271,972.66 4017• Fundraising Tea Party 0.00 0.00 4120• Non-GAAP in-kind services 488.00 488.00 4145•TE FAP 23,191.23 23,191.23 4146• United Food Bank Donated 81,463.32 81,463.32 4• Contributed Income-Other 0.00 0.00 Total 4•Contributed Income 364,362.92 377,115.21 4500• Unrealized Gain/Loss Investment 0.00 0.00 5• Earned Revenue 5310• Interest on savings 5.20 5.20 Total 5• Earned Revenue 5.20 5.20 Total Income 364,368.12 377,120.41 Gross Profit 364,368.12 377,120.41 Expense 66000• Employer Federal PR Tax(Payroll expenses) 0.00 0.00 7000• Program Expense 7010• Food 27,069.91 27,069.91 7012• United Food Bank 81,680.49 81,680.49 7013•TE FAP 23,191.23 23,191.23 7015• Dry Goods 36,764.30 36,764.30 7019•Client hygiene and clothing 91.24 91.24 7040•Awards&grants-shower vouche(990 line 22) 0.00 1,000.00 7050•Specific assisstance-ind 0.00 2,400.00 7065• Permits&Fees 513.32 513.32 7000• Program Expense-Other 254.55 254.55 Total 7000• Program Expense 169,565.04 172,965.04 7200•Salaries&related expenses(header-non-posting) 7220•Salaries&wages 0.00 0.00 7200•Salaries&related expenses(header-non-posting)-Other 0.00 0.00 Total 7200•Salaries&related expenses(header-non-posting) 0.00 0.00 Page 4 7:13 AM Genesis Project AZ 01/28/21 Statement of Financial Income and Expense Accrual Basis January through December 2020 Soup Kitchen (100 Programs) Total 100 Programs 7500•Other personnel expens(header-non-posting) 7520•Accounting fees 1,250.00 1,250.00 7540• Professional fees 1,425.00 1,425.00 7541 • Professional Services Payroll 90.00 90.00 7550• Non-employee compensation 14,542.53 14,542.53 7560•Cleaning Services 9,895.00 9,895.00 Total 7500•Other personnel expens(header-non-posting) 27,202.53 27,202.53 8100• Nonpersonnel expenses 8110• Kitchen Supplies 1,492.29 1,492.29 8112• Building furnishings(Shelving,floor mats,trash cans,etc) 1,253.29 1,253.29 8115•Office Supplies 2,455.05 2,466.04 8117•Computer software 263.02 263.02 8118•Computer equipment non-deprecia 598.16 598.16 8119•Computer-Internet-Camera Repair(Repairs) 787.50 787.50 8130•Telephone&telecomm 3,370.25 3,370.25 8135• Internet 687.37 687.37 8140• Postage,shipping,delivery 330.15 330.15 8150• Mailing services PO Box 98.00 98.00 8170• Printing©ing 2.20 2.20 8180• Books,subscriptions,reference 32.90 32.90 Total 8100• Nonpersonnel expenses 11,370.18 11,381.17 8200• Facility&equipment expenses 8210• Rent&parking(990 line 36) 34,352.21 34,352.21 8211 • Kitchen Equipment 44.44 44.44 8212• Building repairs 1,060.80 1,060.80 8220• Utilities 12,129.24 12,203.53 8225• Pest Control 816.00 816.00 8228•Waste removal 2,197.55 2,197.55 8235•Cleaning supplies 98.66 98.66 8260• Equip rental&maintenance 5,468.44 5,468.44 8264•Trailer Expense 181.31 181.31 8270• Depr&amort-allowable 5,234.00 5,234.00 Total 8200• Facility&equipment expenses 61,582.65 61,656.94 8300•Travel&meetings expenses 8315•fuel for food pickups 2,529.75 2,529.75 8320•Conferences, meetings 125.00 125.00 Total 8300•Travel&meetings expenses 2,654.75 2,654.75 Page 5 7:13 AM Genesis Project AZ 01/28/21 Statement of Financial Income and Expense Accrual Basis January through December 2020 Soup Kitchen (100 Programs) Total 100 Programs 8500 •Other expenses 8520 • Insurance 8521 Liability Insurance 4.00 4.00 8522 Vehicle Insurance 1,106.16 1,106.16 8523 Workers Compensation 3,583.00 3,583.00 Total 8520 • Insurance 4,693.16 4,693.16 8530• Membership dues 354.00 354.00 8540•Staff development 2,000.00 2,000.00 8570•Advertising 3,338.33 3,827.58 8575•Advertising tee shirts 2,768.00 2,768.00 8583• PayPal fees on donations 530.67 530.67 8584• PayPal fee on Fundraising 0.00 0.00 8586• Fundraising Special Expense 25.00 25.00 8591 • Bank charges&credit card disc 52.94 52.94 Total 8500 •Other expenses 13,762.10 14,251.35 Total Expense 286,137.25 290,111.78 Net Ordinary Income 78,230.87 87,008.63 Net Income 78,230.87 87,008.63 Page 6 7:13 AM Genesis Project AZ 01/28/21 Statement of Financial Income and Expense Accrual Basis January through December 2020 500 Other 700 Administration Ordinary Income/Expense Income 4• Contributed Income 4010• Individual/Businesscontribution(990 line 1a) 750.00 0.00 4017• Fundraising Tea Party 0.00 0.00 4120• Non-GAAP in-kind services 0.00 0.00 4145•TEFAP 0.00 0.00 4146• United Food Bank Donated 0.00 0.00 4• Contributed Income-Other 0.00 0.00 Total 4• Contributed Income 750.00 0.00 4500• Unrealized Gain/Loss Investment 0.00 1,607.59 5• Earned Revenue 5310• Interest on savings 0.00 0.00 Total 5• Earned Revenue 0.00 0.00 Total Income 750.00 1,607.59 Gross Profit 750.00 1,607.59 Expense 66000 • Employer Federal PR Tax(Payroll expenses) 0.00 2,883.27 7000• Program Expense 7010• Food 0.00 0.00 7012• United Food Bank 0.00 0.00 7013•TEFAP 0.00 0.00 7015• Dry Goods 312.12 0.00 7019•Client hygiene and clothing 0.00 0.00 7040•Awards&grants-shower vouche(990 line 22) 0.00 0.00 7050•Specific assisstance-ind 0.00 0.00 7065• Permits&Fees 50.00 0.00 7000• Program Expense-Other 0.00 0.00 Total 7000 • Program Expense 362.12 0.00 7200•Salaries&related expenses(header-non-posting) 7220•Salaries&wages 0.00 0.00 7200•Salaries&related expenses(header-non-posting)-Other 0.00 37,689.88 Total 7200 •Salaries&related expenses(header-non-posting) 0.00 37,689.88 Page 7 7:13 AM Genesis Project AZ 01/28/21 Statement of Financial Income and Expense Accrual Basis January through December 2020 500 Other 700 Administration 7500•Other personnel expens(header-non-posting) 7520•Accounting fees 0.00 0.00 7540• Professional fees 0.00 0.00 7541 • Professional Services Payroll 0.00 2,875.00 7550• Non-employee compensation 0.00 0.00 7560•Cleaning Services 0.00 0.00 Total 7500•Other personnel expens(header-non-posting) 0.00 2,875.00 8100• Nonpersonnel expenses 8110• Kitchen Supplies 0.00 0.00 8112• Building furnishings(Shelving,floor mats,trash cans,etc) 0.00 0.00 8115•Office Supplies 0.00 0.00 8117•Computer software 0.00 0.00 8118•Computer equipment non-deprecia 0.00 0.00 8119•Computer-Internet-Camera Repair(Repairs) 0.00 0.00 8130•Telephone&telecomm 0.00 0.00 8135• Internet 0.00 0.00 8140• Postage,shipping,delivery 0.00 0.00 8150• Mailing services PO Box 0.00 0.00 8170• Printing©ing 0.00 0.00 8180• Books,subscriptions,reference 0.00 0.00 Total 8100• Nonpersonnel expenses 0.00 0.00 8200• Facility&equipment expenses 8210• Rent&parking(990 line 36) 0.00 0.00 8211 • Kitchen Equipment 0.00 0.00 8212• Building repairs 0.00 0.00 8220• Utilities 0.00 0.00 8225• Pest Control 0.00 0.00 8228•Waste removal 0.00 0.00 8235•Cleaning supplies 0.00 0.00 8260• Equip rental&maintenance 0.00 0.00 8264•Trailer Expense 0.00 0.00 8270• Depr&amort-allowable 0.00 0.00 Total 8200• Facility&equipment expenses 0.00 0.00 8300•Travel&meetings expenses 8315•fuel for food pickups 0.00 0.00 8320•Conferences, meetings 0.00 0.00 Total 8300•Travel&meetings expenses 0.00 0.00 Page 8 7:13 AM Genesis Project AZ 01/28/21 Statement of Financial Income and Expense Accrual Basis January through December 2020 500 Other 700 Administration 8500 •Other expenses 8520 • Insurance 8521 Liability Insurance 0.00 0.00 8522 Vehicle Insurance 0.00 0.00 8523 Workers Compensation 0.00 0.00 Total 8520 • Insurance 0.00 0.00 8530• Membership dues 0.00 0.00 8540•Staff development 0.00 0.00 8570•Advertising 0.00 0.00 8575•Advertising tee shirts 0.00 0.00 8583• PayPal fees on donations 0.00 0.00 8584• PayPal fee on Fundraising 0.00 0.00 8586• Fundraising Special Expense 0.00 0.00 8591 • Bank charges&credit card disc 0.00 140.00 Total 8500 •Other expenses 0.00 140.00 Total Expense 362.12 43,588.15 Net Ordinary Income 387.88 -41,980.56 Net Income 387.88 -41,980.56 Page 9 7:13 AM Genesis Project AZ 01/28/21 Statement of Financial Income and Expense Accrual Basis January through December 2020 999 Fundraising Unclassified Ordinary Income/Expense Income 4• Contributed Income 4010• Individual/Businesscontribution(990 line 1a) 220.00 110.00 4017• Fundraising Tea Party -225.00 0.00 4120• Non-GAAP in-kind services 0.00 0.00 4145•TEFAP 0.00 0.00 4146• United Food Bank Donated 0.00 0.00 4• Contributed Income-Other 1,875.00 0.00 Total 4• Contributed Income 1,870.00 110.00 4500• Unrealized Gain/Loss Investment 0.00 0.00 5• Earned Revenue 5310• Interest on savings 0.00 0.00 Total 5• Earned Revenue 0.00 0.00 Total Income 1,870.00 110.00 Gross Profit 1,870.00 110.00 Expense 66000 • Employer Federal PR Tax(Payroll expenses) 0.00 0.00 7000• Program Expense 7010• Food 0.00 0.00 7012• United Food Bank 0.00 0.00 7013•TEFAP 0.00 0.00 7015• Dry Goods 0.00 0.00 7019•Client hygiene and clothing 0.00 0.00 7040•Awards&grants-shower vouche(990 line 22) 0.00 0.00 7050•Specific assisstance-ind 0.00 0.00 7065• Permits&Fees 0.00 0.00 7000• Program Expense-Other 0.00 0.00 Total 7000 • Program Expense 0.00 0.00 7200•Salaries&related expenses(header-non-posting) 7220•Salaries&wages 0.00 0.00 7200•Salaries&related expenses(header-non-posting)-Other 0.00 0.00 Total 7200 •Salaries&related expenses(header-non-posting) 0.00 0.00 Page 10 7:13 AM Genesis Project AZ 01/28/21 Statement of Financial Income and Expense Accrual Basis January through December 2020 999 Fundraising Unclassified 7500•Other personnel expens(header-non-posting) 7520•Accounting fees 0.00 0.00 7540• Professional fees 0.00 0.00 7541 • Professional Services Payroll 0.00 0.00 7550• Non-employee compensation 59.18 0.00 7560•Cleaning Services 0.00 0.00 Total 7500•Other personnel expens(header-non-posting) 59.18 0.00 8100• Nonpersonnel expenses 8110• Kitchen Supplies 0.00 0.00 8112• Building furnishings(Shelving,floor mats,trash cans,etc) 0.00 0.00 8115•Office Supplies 0.00 0.00 8117•Computer software 0.00 0.00 8118•Computer equipment non-deprecia 0.00 0.00 8119•Computer-Internet-Camera Repair(Repairs) 0.00 0.00 8130•Telephone&telecomm 0.00 0.00 8135• Internet 0.00 0.00 8140• Postage,shipping,delivery 0.00 0.00 8150• Mailing services PO Box 0.00 0.00 8170• Printing©ing 23.60 0.00 8180• Books,subscriptions,reference 0.00 0.00 Total 8100• Nonpersonnel expenses 23.60 0.00 8200• Facility&equipment expenses 8210• Rent&parking(990 line 36) 0.00 0.00 8211 • Kitchen Equipment 0.00 0.00 8212• Building repairs 0.00 0.00 8220• Utilities 0.00 0.00 8225• Pest Control 0.00 0.00 8228•Waste removal 0.00 0.00 8235•Cleaning supplies 0.00 0.00 8260• Equip rental&maintenance 0.00 0.00 8264•Trailer Expense 0.00 0.00 8270• Depr&amort-allowable 0.00 0.00 Total 8200• Facility&equipment expenses 0.00 0.00 8300•Travel&meetings expenses 8315•fuel for food pickups 0.00 0.00 8320•Conferences, meetings 0.00 0.00 Total 8300•Travel&meetings expenses 0.00 0.00 Page 11 7:13 AM Genesis Project AZ 01/28/21 Statement of Financial Income and Expense Accrual Basis January through December 2020 999 Fundraising Unclassified 8500•Other expenses 8520• Insurance 8521 • Liability Insurance 0.00 0.00 8522•Vehicle Insurance 0.00 0.00 8523•Workers Compensation 0.00 0.00 Total 8520• Insurance 0.00 0.00 8530• Membership dues 0.00 0.00 8540•Staff development 0.00 0.00 8570•Advertising 0.00 0.00 8575•Advertising tee shirts 0.00 0.00 8583• PayPal fees on donations 0.00 0.00 8584• PayPal fee on Fundraising 12.42 0.00 8586• Fundraising Special Expense 461.73 0.00 8591 • Bank charges&credit card disc 0.00 0.00 Total 8500•Other expenses 474.15 0.00 Total Expense 556.93 0.00 Net Ordinary Income 1,313.07 110.00 Net Income 1,313.07 110.00 Page 12 7:13 AM Genesis Project AZ 01/28/21 Statement of Financial Income and Expense Accrual Basis January through December 2020 TOTAL Ordinary Income/Expense Income 4• Contributed Income 4010• Individual/Businesscontribution(990 line 1a) 273,052.66 4017• Fundraising Tea Party -225.00 4120• Non-GAAP in-kind services 488.00 4145•TEFAP 23,191.23 4146• United Food Bank Donated 81,463.32 4• Contributed Income-Other 1,875.00 Total 4• Contributed Income 379,845.21 4500• Unrealized Gain/Loss Investment 1,607.59 5• Earned Revenue 5310• Interest on savings 5.20 Total 5• Earned Revenue 5.20 Total Income 381,458.00 Gross Profit 381,458.00 Expense 66000 • Employer Federal PR Tax(Payroll expenses) 2,883.27 7000• Program Expense 7010• Food 27,069.91 7012• United Food Bank 81,680.49 7013•TEFAP 23,191.23 7015• Dry Goods 37,076.42 7019•Client hygiene and clothing 91.24 7040•Awards&grants-shower vouche(990 line 22) 1,000.00 7050•Specific assisstance-ind 2,400.00 7065• Permits&Fees 563.32 7000• Program Expense-Other 254.55 Total 7000 • Program Expense 173,327.16 7200•Salaries&related expenses(header-non-posting) 7220•Salaries&wages 0.00 7200•Salaries&related expenses(header-non-posting)-Other 37,689.88 Total 7200 •Salaries&related expenses(header-non-posting) 37,689.88 Page 13 7:13 AM Genesis Project AZ 01/28/21 Statement of Financial Income and Expense Accrual Basis January through December 2020 TOTAL 7500 •Other personnel expens(header-non-posting) 7520 Accounting fees 1,250.00 7540 Professional fees 1,425.00 7541 Professional Services Payroll 2,965.00 7550 Non-employee compensation 14,601.71 7560 Cleaning Services 9,895.00 Total 7500 •Other personnel expens(header-non-posting) 30,136.71 8100• Nonpersonnel expenses 8110• Kitchen Supplies 1,492.29 8112 • Building furnishings(Shelving,floor mats,trash cans,etc) 1,253.29 8115 •Office Supplies 2,466.04 8117 •Computer software 263.02 8118•Computer equipment non-deprecia 598.16 8119•Computer-Internet-Camera Repair(Repairs) 787.50 8130•Telephone&telecomm 3,370.25 8135• Internet 687.37 8140• Postage,shipping,delivery 330.15 8150• Mailing services PO Box 98.00 8170• Printing©ing 25.80 8180• Books,subscriptions,reference 32.90 Total 8100 • Nonpersonnel expenses 11,404.77 8200• Facility&equipment expenses 8210• Rent&parking(990 line 36) 34,352.21 8211 • Kitchen Equipment 44.44 8212• Building repairs 1,060.80 8220• Utilities 12,203.53 8225• Pest Control 816.00 8228•Waste removal 2,197.55 8235•Cleaning supplies 98.66 8260• Equip rental&maintenance 5,468.44 8264•Trailer Expense 181.31 8270• Depr&amort-allowable 5,234.00 Total 8200 • Facility&equipment expenses 61,656.94 8300•Travel&meetings expenses 8315•fuel for food pickups 2,529.75 8320•Conferences, meetings 125.00 Total 8300 •Travel&meetings expenses 2,654.75 Page 14 7:13 AM Genesis Project AZ 01/28/21 Statement of Financial Income and Expense Accrual Basis January through December 2020 TOTAL 8500 •Other expenses 8520 • Insurance 8521 Liability Insurance 4.00 8522 Vehicle Insurance 1,106.16 8523 Workers Compensation 3,583.00 Total 8520 • Insurance 4,693.16 8530• Membership dues 354.00 8540•Staff development 2,000.00 8570•Advertising 3,827.58 8575•Advertising tee shirts 2,768.00 8583• PayPal fees on donations 530.67 8584• PayPal fee on Fundraising 12.42 8586• Fundraising Special Expense 486.73 8591 • Bank charges&credit card disc 192.94 Total 8500 •Other expenses 14,865.50 Total Expense 334,618.98 Net Ordinary Income 46,839.02 Net Income 46,839.02 Page 15 PQACHf✓G •ti�zCity of Apache Junction 14- 300U East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance The City of Apache Junction Health and Human Services accepts applications requesting financial assistance for the support of health and human service needs within the City of Apache Junction serving city residents. The following provides instructions and eligibility information regarding the request for non-profit funding. Information on this program may be found at http://www.amcity.net/995/Health- Human-Services-Commission. The commission was formed under city code Article § 2-11. This program is made possible under city code Article § 2-14 Request for Financial Assistance. The city code is available at http://www.amcity.net/614/Read-the-City-Code. Application Due Date: January 31, 2021 Per city code, the request for financial assistance must be submitted to the city clerk's office during the month of January to be considered for the following fiscal year. All funding is subject to the execution of an agreement with the city, the approval of a budget allocating funds to the program, and the city council's approval. Eligible Applicants: 501 c(3) A valid, non-profit organization as qualified by the Internal Revenue Service and as registered with the Arizona Secretary of State, Arizona Corporation Commission or other appropriate state office. The applicant must provide a service or perform work on behalf of the city and its residents and demonstrate a presence within the community. 1 PPACHE�G2 ��0 City of Apache JunctionU " z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 9Rlzotk ,Sum,,vb, HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Required Documentation per Ordinance No. 659: ❑ 1 . Most recent audit report (the City Clerk's office has discretion to accept a P&L report and IRS tax filings in lieu of an audit report for smaller nonprofits with an estimated $250,000 or less gross revenue) 2. Most recent financial statement 3. Detailed expenditure statement to include detailed accounting for all previously received City funds (if applicable) 4. Source and amount of funding received from all other sources (non-governmental agencies; membership fees and dues; private contributions) 5. Client service information as applicable to City residents (may not apply in all cases) 6. Proof of non-profit status (IRS determination) 7. Proof of corporate status to include copies of by-laws and Articles of Incorporation 8. Source and amount of funding received from other governmental agencies 9. Names and addresses of all current board members of agency governing board Programs and services affording health, public health, Eligible Activities: and human services care to all people, especially, to individuals of underprivileged conditions. Populations Served: Elderly, handicapped, developmentally disabled, and other special populations. Priority Projects: The Commission reserves the right to identify priority projects for funding. 2 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Agency Information: Name of Agency Apache Junction Community Development Corporation Address Website apachejunctioncdc.com Phone Number 480-474-5086 Name of Agency Director Dave Waldron - Chairman Email Address dave—Waldron@live.com Direct Line 480-250-0944 Project Manager Email Address Direct Line Secondary Contact Jim Duncan - Vice Chairman Email Address jim.duncan@cox.net Direct Line 602-432-6184 3 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Organization Information: Provide background information on your agency to include services currently being provided. Our Vision Through community involvement, having a common and unified purpose to "Make a Difference" while providing conduits and assistance that enable a strong and sustainable community. Our Mission Working together to maintain and create safe affordable housing, support economic opportunities, instill a sense of community pride and commitment, and enhance the physical image of Apache Junction. Provide target population and demographic information on your current clientele to include percentage located within the City of Apache Junction. Elderly, handicapped, developmentally disabled, and other special populations to include the entire City of Apache Junction Community "Annual Make A Difference Day" (MADD) 4 PPACHE�G2 ��0 City of Apache JunctionU " Z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 9Rlzotk ,Sum,,vb, HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Provide an example of a previous project success similar to what is being proposed and/or one that was successful with Health and Human Services funding support. Include how it was determined to be successful. The Apache Junction CDC is a 100% Donor and Volunteer organization. The funding grant recommended by Health and Human Services and approved in 2020 allowed the CDC to focus all donations received be applied towards the many projects needed. Administrative costs such as insurance, web site development, and other misc. supplies were and are "must haves" in order to operate. Other funding for AJCDC projects are usually in the form of a donor's goods and or services. Provide a detailed description of current partnerships within the community include the name of the project/activity and how your agency partnered to make it successful. Revitalization projects - partner with JustServe.org volunteers Make a Difference Day - annual event. Partner with City of AJ Parks and Recreation, Partner with Master Gardeners Association to revitalize Botanical Walk at Silly Mountain. Partner with AJ Development Services Department, Code Compliance. 5 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Does your agency have adequate capacity to complete the project being requested? Yes Is the execution of this project dependent upon new staff funded through Yes this program? Are your board members listed on your website? Yes Does your website include your mission and vision statements? Yes Do you have a strategic plan? Yes Are you listed on the www.211Arizona.org website? NO Have you participated in a Project Connect event in the past? Yes Have you participated in a Health and Wellness Expo in the past? Yes Have you participated in the Apache Junction Community Resource Center Yes in the past? Provide your 501 c3 Identification number and renewal date.* 74-3043614 Do you have current By Laws signed by the Board of Directors?* Yes Do you have current Articles of Incorporation signed by the Board of Yes Directors?* Are you filed with the Arizona Secretary of State or Arizona Corporation Yes Commission?* *These items shall be submitted every five years to be held on file at the city. Should any document change or be updated, a new copy shall be submitted to the city within 10 working days. 6 PPACHE�G2 ��0 City of Apache JunctionU " z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 9R1zotk ,Sum,,vb, HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Problem Statement: What is the nature and extent of the problem to which you are trying to address? Combat community deterioration through the redevelopment and rehabilitation of blighted properties and structures, development of vacant properties, provision of economic development activities, including creation of jobs, particularly for low and moderate income persons, resource planning and enforcement activities on behalf of local units of government for the purposes of neighborhood improvement. Lessen the burdens of government through cooperation with, and activities on behalf of, local units of government To whom is this happening? Elderly, handicapped, developmentally disabled, and other special populations. Why is this happening? What are the reasons or causes for the problem? The target population is unable to maintain their properties due to life circumstances. PQACHf✓G •ti�zCity of Apache Junction 14- 300U East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance How do you know this is a problem? Provide statistics that support your claim. If available, please use statistics collected from your agency data and/or local documentation. Through our partnership with the City of Apache Junction various departments. Code Compliance averages 50 case person code enforcement officer. What will happen if the problem is not addressed? Continued deterioration of various properties throughout the City. What are the gaps between what exists and the solution? Funding, volunteers and resources. s PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Is there local documentation which identifies this as a problem? Yes, through Development Services Has the city or the commission identified this as a problem? Yes, through Development Services 9 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Project Proposal: What is the proposed project to address the problem identified above? Please address the who, what, when, where, why, and how. Community Revitalization Projects,Work with various groups to coordinate community projects,provide assistance and material as we can. Household Hazardous Waste Transport Assistance, Provide pick up service for citizens who can't bring these items to the drop off location. "Make A Difference Day", Multiple Projects and locations through-out the City—Annual Event. Playground Revitalization Project,Work with the Boys and Girls Club on revitalizing their Playground. Focal Point Brick Memorial, Revitalization and Support. Residential Address Identifiers,Website sign-up requests,project may include placing and or painting home address numbers for homes in need. Is this a best practice or has it been proven successful in other places? Best Practice Is this a new or continuing project? Continuing projects Why is this a need to be addressed? Elderly, handicapped, developmentally disabled, and other special populations are unable to maintain their properties. 10 PPACHE�G2 •�0 City of Apache Junction ate- 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 � j gR1z0tk HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Who will you serve with this project? City of Apache Junction Community How and will you sustain this project after the agreement has ended? Find other financial Resources/Corporations have business regulations they need to follow and pay for. We will need to finance those from the projects i.e. 10% of donations are administrative expense. Are there any community partners on this project? If so, please list. Various City of Apache Junction Departments Justserve.org Rotary AJUSD Modern Woodman Association Master Gardeners Republic Services And many, many local AJ business service companies and volunteers 11 PQACHf✓G •ti�zCity of Apache Junction ��- U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Please complete the chart below to answer the following questions for each component of your project. Approach: What are you going to do? Inputs/Resources: What resources do you have to complete the project? Activities: What specific actions will take place? Outputs: What is the direct product of the activities? Outcomes: What is the benefit or change as a result of the project? Goals: What is the overall goal of the project? Project Component Approach Input Activities Outputs Outcomes Goals Attached 12 PQACHf✓G ti�z City of Apache Junction u = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 gRIZONP �„m,�"e` HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Financial Information: What is your Tax ID number? 74-3043614 What is your Arizona Tax Privilege License number? NA Does your agency have internal financial controls in place to track, report, Yes and account for all funds which promotes transparency? Is a certified public accountant responsible for your daily financials? No Is a certified public accountant responsible for creating your monthly No financial statements? Please provide most recent report. Is a certified public accountant responsible for your filing your taxes? No When was your last 990 reported? 10/22/20 Where can it be found? AJCDC office Have you had an audit completed and when?* No Do you have an annual agency budget? Please provide. Yes Who is responsible for creating your annual budget? Board *These items may be submitted every five years to be held on file at the city. Should any document change or be updated, a new copy shall be submitted to the city within 10 working days. Provide a list of your annual fundraisers and average amount raised. Each Project includes various donations needed to complete. Donations are received from individuals who see projects being worked and want to help. Donations can be made through apachejunctioncdc.com One Annual event is Make a Difference Day (MADD) Provide a list of your funding sources and the average amount received, including membership dues and private contributions. Private contributions are the main source of funding for all the projects listed. Amounts vary. Administrative (operating costs) have been received from the City of Apache Junction. 13 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Project Budget: Please provide a detailed budget by quarter for each itemized expense. Quarter 1 Quarter 2 Quarter 3 Quarter 4 Total 1 Administrative $1,840 $1,200 $1,750 $1,470 $ 6,260 2 Community Revital $1,100 $1,050 $1,700 $900 $ 4,750 3 Hazardous Waste ' $1,500 $500 $500 $0 $ 2,500 4 Apache Junction, A $3,000 $2,000 $0 $0 $ 5,000 5 Playground Revitali $1,200 $2,100 $700 $0 $ 4,000 6 Focal Point Memor $150 $150 $100 $100 $ 500 7 Home Address Mai $250 $100 $340 $300 $ 990 8 $ 9 $ 10 maKe H un $ Total $9,040 $7,100 $5,090 $2,770 $24,000 What percentage of the project budget is being requested? $ 100 % What percentage of your budget is the requested funding? $ 100 % 14 PPACHE�G2 ��0 City of Apache JunctionU " Z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Narrative: Please provide a detailed budget narrative for each itemized expense. Administrative, Insurance, Website & email, Postage, Printing, Office supplies, Misc Other. 1 Community Revitalization, Equipment, dump fees, misc other 2 Hazardous Waste Transport, Equipment & Gas 3 Make A Difference Day, Equipment, Materials, misc other 4 Playground Revitalization, Equipment, Materials, misc. other 5 Focal Point Memorial, Equipment, Materials, misc. other 6 Residential Address Identifiers, Materials, equipment, misc.other 7 9 10 15 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Project Evaluation: How will you determine your project was successful in reaching your goals and what methods will you use? Completion of Projects, Community volunteer participation, Building Community Pride One Brick at a Time. Project a minimum of two SMART Objectives by completing the chart below. Direction of What is Target Degree of change changing population change Timeframe Measure See List 2 See List 3 4 16 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Scoring Rubric for Commissioners: Eligibility Questions Y/N Application was submitted by the required due date. Application was complete and provided adequate detail. Applicant meets eligibility requirements. Serves AJ residents Has a presence in the community Is a 501 c(3) non-profit Provides a health and human services need Proposal Review 1 to 5 Organization Review - 25 points total Provided information on residents served Demonstration of successful projects Demonstration of agency partnerships Demonstration of agency capacity Provided all required documentation per Ordinance No. 659 Problem Statement Review - 15 points total Adequately identified the problem Adequately identified the gaps Identified a documented problem Proposal Review - 20 points total Provided detailed project information Demonstration of need Demonstration of community partners Provided a detailed project scope Financial Review - 15 points total Provided required documentation Demonstrated a financial need Provided detailed and eligible budget Evaluation Review - 10 points total Comprehensive evaluation plan Provided a minimum of two SMART objectives 85 points total 0 1 = Did not address adequately 2 =Addressed somewhat 3 =Addressed 4 =Adequately addressed 5 = Exceeded expectation 17 COI D C Departinant of the Treasury R►J tnteraAt iterenue ter VI In reply refer to: , 0752484920 ATLANTA GA 39901-0001 Feb. 07, 2019 LTR 4168C 0 94-1156347 000000 00 00003933 BODCs TE THE SALVATION ARMY Attachment A TERRITORIAL HEADQUARTERS X TERRY 0 HUGHESvim - 30840 HAWTHORNE BLVD RCH PALOS VRD CA 90275 5301 020350 Employer ID number: 94-IIS6547 Form 990 requireds NO Dear The Salvation Army Territorialt We're responding to your request dated Jan. 20, 2019, about your tax-exempt status. We issued you a determination letter in June, 2011, recognizing you as tax-exempt under Internal Revenue Code (IRC) Section 501(c) (3) . We also show you're not a private foundation as defined under IRC Section 509(a) because you're described in IRC Sections 509(a) (1) and 170(b) (1) (A) (i) . Donors can deduct contributions they make to you as provided in IRC Section 170. You're also qualified to receive tax deductible bequests, legacies, devises, transfers, or gifts under IRC Sections 2055, 2106, and 2522. In the heading of this letter, we indicated whether you must file an annual information return. If you're required to file a return, you must file one of the following by the 15th day of the 5th month after the end of your annual accounting period: - Form 990, Return of Organization Exempt From Income Tax - Form 990EZ, Short Form Return of Organization Exempt From Income Tax - Form 990-N, Electronic Notice (a-Postcard) for Tax-Exempt Organizations Not Required to File Form 990 or Forth 990-EZ - Form 990-PF, Return of Private Foundation or Section 4947(a)( 1) Trust Treated as Private Foundation According to IRC Section 60330) , if you don't file a required annual Information return or notice for 3 consecutive years, we'll revoke Your tax-exempt status an the due date of the 3rd required return or notice. You can get IRS forms or publications you need from our website at www.irs.gov/forms-pubs or by calling 800-TAX-FORM (800-829-3676) . If you have questions, call 977-829-5500 between 8 a.m. and 5 p.m., 0762484920 Feb. 07, 2019 LTR 4168C 0 94-1156347 000000 00 00003934 THE SALVATION ARMY TERRITORIAL HEADQUARTERS X TERRY 0 HUGHES 30840 HAWTHORNE SLVD RCH PALOS VRD CA 90275-5301 local time, Monday through Friday (Alaska and Hawaii follow Pacific time) . Thank you for your cooperation. Sincerely yours, //A-P- Teri M. Johnson Operations Manager, AM Ops. 3 August 31,2020 Actual Actual Actual Budget Budget 2 Years Prior Last Year Year to Date This Year 12 Mo Next Year 12 Mo 2018 2019 2020 2020 2021 Apache Junction Apache Junction Apache Junction Apache Junction Apache Junction Corps Corps Corps Corps Corps 4100 Contributions 296,641 328,981 315,925 340,500 325,000 4003/4 Meeting Collections 15,337 21,839 8,907 24,300 11,500 4X05 World Service Contributions 557 1,407 317 4,885 500 4121/4200 Special Fund Raising Events 0 223 843 46,000 12,500 405X Gifts-In-Kind 217,361 185,189 107,135 270,000 270,000 4609 Special Appeals Appropriations 0 0 858 0 0 4600 Associated Organizations 180,422 186,513 32,631 26,000 79,000 4691 THQ Program Trust Distributions 13,215 13,215 5,506 13,215 13,215 4695 Income Res Distributions 657 661 272 661 652 4696 Field Support Fund Distributions 0 0 6,933 0 0 6000 Membership Dues-Net 31 67 16 50 50 6200 Program Service Fees 1,397 1,232 103 2,500 1,000 6900 Miscellaneous Revenue 447 147 751 1,500 1,500 TOTAL INCOME 726,065 739,474 480,196 729,611 714,917 EXPENSE 7000 Salaries&Allowances 244,881 242,503 153,520 215,844 178,407 7100 Officer&Employee Benefits 18,945 19,608 16,435 20,831 21,578 7200 Employment Taxes 9,029 8,636 5,739 9,271 10,024 8000 Professional Fees 17,684 18,763 28,958 18,386 37,553 8100 Supplies 17,303 19,538 11,999 8,385 5,575 8189 GIK:Supplies 50 0 0 0 0 8200 Telephone 3,317 3,544 3,268 3,400 3,200 8300 Postage&Shipping 6,013 6,558 6,578 6,422 7,548 8400 Occupancy 39,381 50,792 41,753 28,056 46,082 8500 Equipment/Furnishings 14,073 31,655 9,563 10,120 6,620 8600 Printed Materials 21,711 21,090 21,536 17,276 23,589 8700Transportation/Meals 38,997 33,917 30,879 24,222 24,543 8800 Conf/Councils/Special Meetings 7,668 8,729 850 200 2,350 8900 Specific Assistance To Individuals 37,159 35,255 26,015 28,500 33,300 89x9 GIK Specific Assistance To Individuals 217,311 168,189 107,135 270,000 270,000 9000 Membership Dues 508 540 275 250 250 9100 Awards&Grants 472 968 250 500 500 9400 Miscellaneous Expense 1,887 1,511 963 1,279 1,383 9500 Depreciation 683 992 1,157 0 1,984 9600Indirect/Agency Allocations 0 0 4,436 0 0 9605 World Service Expense 3,648 3,756 4,477 4,885 4,885 969?Indirect/Agency Support Service 32,065 36,031 33,397 42,864 35,544 Expenses Before Admin Allocation 732,786 712,575 509,183 710,691 714,917 TOTAL EXPENSE 732,786 712,575 509,183 710,691 714,917 Current Surplus/(Deficit) (6,721) 26,899 (28,987) 18,920 (0) Prior Year Surplus/Deficit 13,796 7,075 33,974 0 0 Accum Surplus/Deficit Operating 7,075 29,506 4,988 18,920 (0) Accum Surplus/Deficit Fixed Assets 0 4,468 0 0 0 Accum Surplus/Deficit Temp Restricted 0 0 0 0 0 Total Accumulated Surplus/Deficit 7,075 33,974 4,988 18,920 (0) Officer in Charge/Program Director: Corps Council: Advisory Board Chair: 1/29/2021 1 AJ Org Budget FY21.xlsx 011_Apache Junction Corps_by Lo a r- Inrt o N � zn 7zn = nZ = O_ (D 0 0 = O (D O 1= 0 D m = m (MD Q m rD p s N N N 3 O '+ (D m Q- (D (D Z O M w c < E a D N Norq Mo p 1D 3 (o < In O sZ D n m p p p 0 p p p < p W n � (D (D (D fD w ° n w �' ' N -nD n n � O r+ r+ rr r+ 1+ 1+ � 0 O O O O O O O (D Z 20 N p O Z D 90 (D 90 O O n w 'r ri. 7 90 O Cn K In KUi Cn c!'I it'I In in < n rn rn rn rn rn rn rn rn O n O N N �- N �- N N �- N N 3 N �- W 7_� Z •p ID (D(DO A O P ID -0. 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(D Ln p In O- cn =r In w 3 In =r In =r (A In < w p < a < o < o < o < o < o < o < o D m (D O (D � (D (D 7 (D O (D (D (D O N Q w O Q O Q O Q O Q O Q w Q (D w p (D Co (D W (D W (D Co (D 00 (D 07 (D W (D Co FA x v' < -cn < v' < v' < =n < ;n < v6 < -In < W m n FL n F n Q- n Q- n Q- n Q- n Q- n Q- � D D D D D D D D 0 BYLAWS OF THE SALVATION ARMY (a California corporation) Amended through April Zg 1992 BYLAWS OF THE SALVATION ARMY TABLE OF CONTENTS PAGE ARTICLE I THE CORPORATION 1 Section 1.01 Name and Location . . . . . . . . . . . . 1 Section 1.02 Objects 1 Section 1.03 Powers of the Corporation . . . . . . . . 1 ARTICLE II DIRECTORS . . . . . . . . . . . . . . . . . 1 Section 2.01 Selection . . . . . . . . . . . . . . 1 Section 2.02 Removal . . . . Section 2.03 Resignation . . . . . . . . . . . . . . . 2 section 2.04 Powers . . . . . . . . . . . . . . 2 Section 2.05 Regular Meetings . , . . . . , , , , , , 3 Section 2.06 Special Meetings . . . . . . . . . . . . 3 Section 2.07 Quorum . . . . . . . . . . . . . 3 Section 2.08 Action by Unanimous Written Consent 4 Section 2.09 Compensation . . . . . . . . . . . . . 4 ARTICLE III COMMITTEES . . . . . . . . . . . . . . . . . 4 Section 3.01 Committees . . . . . . . . . . . . . . . 4 ARTICLE IV OFFICERS . . . . . . . . . . . . . . . . . 4 Section 4.01 Officers . . . . . . . . . 4 Section 4.02 Ex Officio Officers . . . . . . . . . 4 Section 4.03 Elective Officers . . . . . . . . . . , . 5 Section 4.04 Additional Officers . . . . . 5 Section 4.05 Chairman of the Board . . . . . . . . .. . . 5 Section 4.06 President . . . . . . . . . . . . 5 . . • . Section 4.07 Vice President . . . . . . . , , . • . 5 Section 4.06 Secretary . . . . . . . . . . . . 5 Section 4.09 Treasurer , , , , , , , , , , , , , , , , 6 ARTICLE V REMOVAL AND FILLING VACANCIES . . . 6 Section 5.oi Removal and Appointment . . . . . . . . . 6 Section 5.02 Vacancies--How Filled . . . . . . , 7 ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS . . . . . . . 7 Section 6.01 Indemnification of Directors, Officers, Employees and Other Agents . . . . . . . 7 ARTICLE VII INDEBTEDNESS . . . . . . . . . . . . . . . . . . 7 Section 7.01 Indebtedness . . . . . . . . . . . . . . 7 ARTICLE VIII MISCELLANEOUS . . . . . . . . . . . . . . . . 8 - 78319 Section 8.01 Seal . , , , , , , , , , , , , , 8 Section 8.02 Fiscal Year . . . . . . . . . . . g Section 8.03 Notices _ 8 Section 8.04 Waiver of Notice 8 Section 8.05 Gender Neutral 8 ARTICLE IX AMENDMENT AND REPEAL OF BYLAWS . . . . . g Section 9.Dl Amendment and Repeal of Bylaws . , , , , g - 78319 BYLAWS OF THE SALVATION ARMY (a California corporation) ARTICLE I THE CORPORATION Section 1.01 Name and Location The name of this Corporation shall be THE SALVATION ARMY, and its principal office and place of business shall be in the City of Rancho Palos Verdes, County of Los Angeles, State of California. The Corporation may have offices in such other places for the business of the Corporation and for the keeping of, the books thereof as its Board of Directors may from time to time determine or the business of the Corporation may require. Section 1.02 Objects The general objects and purposes of this corporation are those stated in its Articles of Incorporation and amendments thereto, including the custody, control, management and administration of all of the temporalities and property, real and personal, located in the Western Territory belonging to that branch of the Christian Church known as The Salvation Army, and the revenues therefrom, and administration of the same in accordance with the discipline, rules, regulations and usages of that branch of the Christian Church known as The Salvation Army. Section 1.03 Powers of the Corporation Consistent with state law, this Corporation has the power to serve as a trustee of a trust of which it is a beneficiary, either income or remainder. Nothing contained in this Section 1.03 shall be construed to limit any of the powers of the Corporation set forth in its Articles of Incorporation, as amended from time to time. ARTICLE II DIRECTORS SectionSection 2.01 Selection The Board of Directors shall consist of the National Commander of The Salvation Army in the United States, the Territorial Commander of the Western Territory of The Salvation Army in the United States, and the Territorial Chief Secretary of the Western Territory of The Salvation Army in the United States, and four (4) other directors selected by the National Commander, Territorial Commander and Territorial Chief Secretary. Directors selected by the National Commander, Territorial Commander and Territorial Chief Secretary shall serve as directors until they 78319 -1- are removed by the Chairman of the Board or resign pursuant to the provisions of these Bylaws. Section 2.02 Removal The Chairman of the Board may remove those directors that are selected by the ex officio directors (National Commander, Territorial Commander, and Territorial Chief Secretary) under Section 2.01 above, at any time, with or without cause, pursuant to Section 5.01 of these Bylaws. Section 2.03 Resignation A director of this Corporation may resign at any time by causing to be delivered to the Board of Directors his written resignation, which resignation may be received by, acted upon, and accepted by the remaining directors at any regular or special meeting of the Board of Directors of this Corporation. Section 2.04 Powers Without prejudice to the general powers conferred by statute, by the Articles of Incorporation and amendments thereto, and by these Bylaws, the Board of Directors shall have the custody, control, management and administration of all of the temporalities and property, real and personal, belonging to the Corporation, and the revenues therefrom, and shall administer the same in accordance with the discipline, rules and usages of that branch of the Christian Church known as The Salvation Army or the governing body thereof. However this Section does not give to said directors any control over the policy of or control of the religious or ecclesiastical membership of that branch of the Christian Church known as The Salvation Army, or power to dismiss or remove any of the officers or members thereof, or power over any of the spiritual offices thereof. The directors shall be subject to the rules and discipline of said branch of the Christian Church known as The Salvation Army laid down by the General thereof or his successor in office. In addition to the above powers, it is hereby expressly declared that the Board of Directors shall have the following powers: A. from time to time to make and change rules and regulations, not inconsistent with law or•these Bylaws, for the management of the Corporation's business and affairs; B. to lease, purchase, or otherwise acquire in any lawful manner for and in the name of the Corporation any and all real or personal property, rights, or privileges whatsoever deemed necessary or convenient for the prosecution of its activities, and which the Corporation is authorized to acquire, at such price or consideration and generally on such terms and conditions as they think fit, and at their 7B319 -2- discretion to pay therefor either wholly or partly in money, bonds, debentures, or other securities of this Corporation; C. to lease, sell or otherwise dispose of any real or personal property, rights or privileges belonging to the Corporation whenever in their opinion its interests would be promoted thereby, at such price or consideration and on such terms and conditions as they think fit; D. to contract and discharge indebtedness, and to create, issue and make mortgages, promissory notes, bonds, deeds of trust, trust agreements, and negotiable or transferable instruments and securities, secured by mortgage or otherwise, and ., to do every other act and thing necessary to effectuate the same; E. to appoint any person or corporation to accept and hold in trust for the Corporation any property belonging to the Corporation, or in which it is interested, or for any other purpose, and to execute and do all such deeds and things as may be requisite in relation to any such trust; and F. to delegate any of the powers of the Board of Directors in the course of the current and usual business of the Corporation to any standing or special committee (subject to Article III hereof) , or to any officer or agent, and to appoint any person to be the agent of the Corporation with such powers (including the power to subdelegate) , upon such terms as the Board of Directors sees fit. Section 2.05 Regular Meetings Regular meetings of the Board of Directors may be held without notice, at such time and place as shall be determined from time to time by the Board of Directors. Section 2.06 special Meetings special meetings of the Board of Directors may be called by the Chairman of the Board, the President or the Secretary on five (5) days' notice to each director, either personally, by mail, or by telegram. Special meetings shall be called by the Secretary in like manner on the written request of four (4) directors. Special meetings of the Board of Directors may be held at any time or place, without notice, upon all of the members of the Board of Directors being present. 76319 -3- Section 2.07 Ouorun At all meetings of the Board of Directors a majority thereof shall be necessary and sufficient to constitute a quorum for the transaction of business, provided that either the President or the Vice President attends the meeting. If neither the President nor Vice President is counted towards the quorum, then a due quorum for purposes of this Section shall not exist. The act of the majority of such directors present at any meeting at which there is a duly constituted quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation and amendments thereto, or by these Bylaws. Section 2.08 Action by Unanimous Written Consent If and when the Board. of Directors shall severally or collectively consent in writing to any action to be taken by the Corporation, such action shall be valid corporate action as though it had been authorized at a meeting of the Board of Directors. Section 2.09. Compensation Directors, as such, shall receive no stated salary for their services, but by resolution of the Board of Directors the expenses of the attendance, if any, may be allowed for attendance at each regular and special meeting of the Board of Directors. Nothing herein contained shall be construed as precluding any director from serving the Corporation in any other capacity and receiving compensation therefor. ARTICLE III COMMITTEES Section 3.01 Committees The Corporation shall have such committees as are authorized; by The Salvation Army Orders and Regulations for Territorial Councils and Corporations in the United States of America, as amended from time to time ("Orders and Regulations") . Such committees shall be organized and governed pursuant to the Provisions of the orders and Regulations. ARTICLE IV OFFICERS Section 4.01 Officers The officers of this Corporation shall be a Chairman of the Board, a President, a Vice President, a Secretary, and a Treasurer. Any number of offices may be held by the same person 78319 -4- except that neither the Secretary nor the Treasurer may serve concurrently as the Chairman of the Board or the President. Section 4.02 Ex Officio Officers Whoever shall be National Commander of The Salvation Army in the United States of America, Territorial Commander of The Salvation Army in the Western Territory of the United States, and Chief Secretary of The Salvation Army in the Western Territory of the United States, shall be ex officio Chairman of the Board, President, and Vice President, respectively, of this Corporation. Section 4.03 Elective Officers The Board of Directors shall choose a Secretary and a Treasurer, who need not be members of the Board of Directors. Section 4.04 Additional Officers The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall have such authority, perform such duties, and serve for such period as may from time to time be determined by the Board of Directors. Section 4.05 Chairman of the Board The National Commander of The Salvation Army in the United States of America shall be ex officio the Chairman of the Board of the Corporation. He shall preside, if present; at all meetings of the Board of Directors, but shall not be under necessity to attend. He shall have general and active management of the business of this Corporation. He. shall execute, on behalf of the Corporation, all mortgages, deeds, conveyances, bonds, notes, other contracts and documents requiring a seal, under the seal of the Corporation, and any and all documents, instruments, agreements and papers of every kind that may be or become necessary to be executed on behalf of this Corporation. He shall have the general powers of supervision and management usually vested in the office of the chairman of the board of a corporation. The Chairman of the Board may delegate any or all of his duties and powers to the President for such term and under such conditions as he shall consider advisable. Section 4.06 President In the absence or disability of the Chairman of the Board, the President shall have all of the rights, privileges and authority and shall perform all of the duties of the Chairman of the Board, with the following exception: only the Chairman of the Board shall have the power to appoint or remove officers or directors as provided in Section 5.01. 78319 _ Section 4.07 Vice President In the absence or disability of the President, the Vice President shall have all of the rights, privileges and authority and shall perform all of the duties of the President. Section 4.08 Secretary The Secretary shall attend all sessions of the Board of Directors, and act as clerk thereof, and record all votes and the minutes of the proceedings in a book to be kept for that purpose; and shall perform like duties for the committees when required. He shall give or cause to be given all notices of meetings of the Board of Directors and perform such other duties as may be prescribed by the Board of Directors or by the President, under whose supervision he shall be. He shall have custody of the corporate seal, and, when required to do so, shall affix the sam9' -to any instrument requiring the same, and attest the same by his signature as Secretary. A duplicate set of all books by him or in his custody, including all entries therein, shall be made by him and filed with the President of the Corporation. Section 4.09 Treasurer The Treasurer shall have custody of the corporate funds and securities, and shall keep full and accurate accounts of all receipts and disbursements in books belonging to the Corporation, and shall deposit all monies and valuable effects in the name of and to the credit of the Corporation, in such depositories as may be designated by the President or by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by either the President or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and to the Board of Directors, at the regular meetings of the Board of Directors, or whenever the Board of Directors may require it, an account of all of his transactions as Treasurer and of the financial condition of the Corporation. He shall give to the Corporation a bond, if required by the President or the Board of Directors, in a sum and with one or more sureties as may be required by and satisfactory to the President or the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation, in the event of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind, in his possession or under his control, belonging to the Corporation. ARTICLE V REMOVAL AND FILLING VACANCIES Section 5.01 Removal and Appointment There shall be vested in the Chairman of the Board the power and authority and without the necessity to assign any cause 78319 _6_ (1) to remove or suspend any elected or appointed officer, agent or employee of the Corporation, either permanently or temporarily; and (2) to remove or suspend any director thereof. Such removal or suspension shall be in writing and shall take effect immediately upon the Chairman of the Board of this Corporation causing notice thereof to be served upon the Secretary of this Corporation. Such notice may also be given by telegram. Notice of such removal or suspension may also be mailed to or served upon the individual to whom it is applicable, but the giving of notice to the individual to whom it is applicable shall not be prerequisite to the taking effect, in the manner hereinabove provided, of such removal or suspension. Should this power of removal or suspension be exercised by the Chairman of the Board, then authority is hereby vested in the Chairman of the Board to fill any vacancy that is occasioned thereby, by appointment in writing, in which event the individual, so appointed shall exercise all. of the powers and is hereby expressly given all of the power and authority vested by these Bylaws in the office to which he is so appointed, and he shall hold office until a successor to the person so appointed shall have been elected or appointed and shall have qualified. Such appointment shall take effect from the moment a notice in writing to that effect is signed by the Chairman of the Board of this Corporation. Such appointment• may be by telegram. Notice of such appointment may also be mailed to or served upon the Secretary of this Corporation, but the giving of notice to the individual to whom it is applicable, or the service of notice upon the Secretary shall not be prerequisite to the taking effect, in the manner herein provided, of such appointment. Section 5.02 Vacancies -- How Filled If the office of any director (other than a designated eZ officio directorship) or of any elected or appointed officer or agent becomes vacant for any reason other than by removal by the Chairman of the Board (in which event the vacancy shall be filled as hereinbefore provided), the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred. No individual shall be so chosen by the Board of Directors who has not been previously nominated or approved in writing by the Chairman of the Board of this Corporation. ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS Section 6.01 Indemnification of Directors Officers Employees and Other Agents To the extent permitted under, and in. accordance with California law, any person who is or was a director, officer, employee, or other agent of this Corporation shall be entitled to indemnification by the Corporation for any expenses, judgments, 78319 -7- fines, and settlements incurred as a result of any claims or proceedings against such person by reason of his or her position or relationship as an agent of this Corporation. ARTICLE VII INDEBTEDNESS Section 7.01 Indebtedness No indebtedness obligating the Corporation in any one transaction of business in excess of the amount stipulated by the General of that branch of the Christian Church known as The Salvation Army in the memorandum of appointment to the Territorial Commander of The Salvation.Army in the Western Territory of the United States of America shall be incurred without the written approval thereof of the Chairman of the Board' having been first procured, and which written approval shall be placed on file in the record book of this Corporation and preserved among the records. ARTICLE VIII MISCELLANEOUS Section 8.01 Seal The Corporation shall have a corporate seal of which the impression set opposite this Section shall be an identification. Section 8.02 Fiscal Year The Corporation's fiscal year shall begin on the first day in October in each year. Section 8.03 Notices Whenever under provisions of these Bylaws notice is required to be given to any director or officer (including notices of removal or suspension) it shall not be construed to mean personal notice, but such notice may be given in writing by depositing. the same in the post office or letter box, in a postpaid, sealed wrapper, addressed to such director or officer, at such address as appears on the books of the Corporation, or in default of such address. then to such officer or director at the general post office in Rancho Palos Verdes, California, and such notice shall be deemed to have been given and served at the time when it is mailed. 78319 _8_ Section 8.04 Waiver of Notice Any director or.officer may -waive any notice required to be given under these Bylaws. Section 8.05 Gender Neutral Whenever the masculine gender is used herein it shall include the feminine. ARTICLE IX AMENDMENT AND REPEAL OF BYLAWS Section 9.01 Amendment and Repeal of Bylaws The Board of Directors, by the affirmative vote of all of its members, including the Chairman of the Board of the Corporation, may alter or amend these Bylaws at any regular or special meeting of the Board of Directors. 78319 _9_ CERTIFICATE I, Evelyn J. Hunter, do hereby certify that I am the duly elected, qualified and acting Secretary of The salvation Army, a California corporation (the "Corporation") , that the foregoing copy of Bylaws is a true and correct copy of the Bylaws of the corporation, as-amended by resolution of the Board of Directors of the Corporation, and such Bylaws have not been further amended or modified and are, on the date hereof, in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and attached the official seal of the Corporation this ?.e day of April, 1992, at the office of the Corporation in Rancho Palos Verdes, California. _ Cr--tiTaL+ Evelyn J<j!gp-terl, Secretary 78319 -10- PPACHE�G2 ��0 City of Apache JunctionU " z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 9Rlzotk ,Sum,,vb, HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Required Documentation per Ordinance No. 659: ❑ 1 . Most recent audit report (the City Clerk's office has discretion to accept a P&L report and IRS tax filings in lieu of an audit report for smaller nonprofits with an estimated $250,000 or less gross revenue) 2. Most recent financial statement 3. Detailed expenditure statement to include detailed accounting for all previously received City funds (if applicable) 4. Source and amount of funding received from all other sources (non-governmental agencies; membership fees and dues; private contributions) 5. Client service information as applicable to City residents (may not apply in all cases) 6. Proof of non-profit status (IRS determination) 7. Proof of corporate status to include copies of by-laws and Articles of Incorporation 8. Source and amount of funding received from other governmental agencies 9. Names and addresses of all current board members of agency governing board Programs and services affording health, public health, Eligible Activities: and human services care to all people, especially, to individuals of underprivileged conditions. Populations Served: Elderly, handicapped, developmentally disabled, and other special populations. Priority Projects: The Commission reserves the right to identify priority projects for funding. 2 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Agency Information: Name of Agency Apache Junction Community Development Corporation Address Website apachejunctioncdc.com Phone Number 480-474-5086 Name of Agency Director Dave Waldron - Chairman Email Address dave—Waldron@live.com Direct Line 480-250-0944 Project Manager Email Address Direct Line Secondary Contact Jim Duncan - Vice Chairman Email Address jim.duncan@cox.net Direct Line 602-432-6184 3 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Organization Information: Provide background information on your agency to include services currently being provided. Our Vision Through community involvement, having a common and unified purpose to "Make a Difference" while providing conduits and assistance that enable a strong and sustainable community. Our Mission Working together to maintain and create safe affordable housing, support economic opportunities, instill a sense of community pride and commitment, and enhance the physical image of Apache Junction. Provide target population and demographic information on your current clientele to include percentage located within the City of Apache Junction. Elderly, handicapped, developmentally disabled, and other special populations to include the entire City of Apache Junction Community "Annual Make A Difference Day" (MADD) 4 PPACHE�G2 ��0 City of Apache JunctionU " Z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 9Rlzotk ,Sum,,vb, HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Provide an example of a previous project success similar to what is being proposed and/or one that was successful with Health and Human Services funding support. Include how it was determined to be successful. The Apache Junction CDC is a 100% Donor and Volunteer organization. The funding grant recommended by Health and Human Services and approved in 2020 allowed the CDC to focus all donations received be applied towards the many projects needed. Administrative costs such as insurance, web site development, and other misc. supplies were and are "must haves" in order to operate. Other funding for AJCDC projects are usually in the form of a donor's goods and or services. Provide a detailed description of current partnerships within the community include the name of the project/activity and how your agency partnered to make it successful. Revitalization projects - partner with JustServe.org volunteers Make a Difference Day - annual event. Partner with City of AJ Parks and Recreation, Partner with Master Gardeners Association to revitalize Botanical Walk at Silly Mountain. Partner with AJ Development Services Department, Code Compliance. 5 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Does your agency have adequate capacity to complete the project being requested? Yes Is the execution of this project dependent upon new staff funded through Yes this program? Are your board members listed on your website? Yes Does your website include your mission and vision statements? Yes Do you have a strategic plan? Yes Are you listed on the www.211Arizona.org website? NO Have you participated in a Project Connect event in the past? Yes Have you participated in a Health and Wellness Expo in the past? Yes Have you participated in the Apache Junction Community Resource Center Yes in the past? Provide your 501 c3 Identification number and renewal date.* 74-3043614 Do you have current By Laws signed by the Board of Directors?* Yes Do you have current Articles of Incorporation signed by the Board of Yes Directors?* Are you filed with the Arizona Secretary of State or Arizona Corporation Yes Commission?* *These items shall be submitted every five years to be held on file at the city. Should any document change or be updated, a new copy shall be submitted to the city within 10 working days. 6 PPACHE�G2 ��0 City of Apache JunctionU " z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 9R1zotk ,Sum,,vb, HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Problem Statement: What is the nature and extent of the problem to which you are trying to address? Combat community deterioration through the redevelopment and rehabilitation of blighted properties and structures, development of vacant properties, provision of economic development activities, including creation of jobs, particularly for low and moderate income persons, resource planning and enforcement activities on behalf of local units of government for the purposes of neighborhood improvement. Lessen the burdens of government through cooperation with, and activities on behalf of, local units of government To whom is this happening? Elderly, handicapped, developmentally disabled, and other special populations. Why is this happening? What are the reasons or causes for the problem? The target population is unable to maintain their properties due to life circumstances. PQACHf✓G •ti�zCity of Apache Junction 14- 300U East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance How do you know this is a problem? Provide statistics that support your claim. If available, please use statistics collected from your agency data and/or local documentation. Through our partnership with the City of Apache Junction various departments. Code Compliance averages 50 case person code enforcement officer. What will happen if the problem is not addressed? Continued deterioration of various properties throughout the City. What are the gaps between what exists and the solution? Funding, volunteers and resources. s PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Is there local documentation which identifies this as a problem? Yes, through Development Services Has the city or the commission identified this as a problem? Yes, through Development Services 9 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Project Proposal: What is the proposed project to address the problem identified above? Please address the who, what, when, where, why, and how. Community Revitalization Projects,Work with various groups to coordinate community projects,provide assistance and material as we can. Household Hazardous Waste Transport Assistance, Provide pick up service for citizens who can't bring these items to the drop off location. "Make A Difference Day", Multiple Projects and locations through-out the City—Annual Event. Playground Revitalization Project,Work with the Boys and Girls Club on revitalizing their Playground. Focal Point Brick Memorial, Revitalization and Support. Residential Address Identifiers,Website sign-up requests,project may include placing and or painting home address numbers for homes in need. Is this a best practice or has it been proven successful in other places? Best Practice Is this a new or continuing project? Continuing projects Why is this a need to be addressed? Elderly, handicapped, developmentally disabled, and other special populations are unable to maintain their properties. 10 PPACHE�G2 •�0 City of Apache Junction ate- 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 � j gR1z0tk HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Who will you serve with this project? City of Apache Junction Community How and will you sustain this project after the agreement has ended? Find other financial Resources/Corporations have business regulations they need to follow and pay for. We will need to finance those from the projects i.e. 10% of donations are administrative expense. Are there any community partners on this project? If so, please list. Various City of Apache Junction Departments Justserve.org Rotary AJUSD Modern Woodman Association Master Gardeners Republic Services And many, many local AJ business service companies and volunteers 11 PQACHf✓G •ti�zCity of Apache Junction ��- U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Please complete the chart below to answer the following questions for each component of your project. Approach: What are you going to do? Inputs/Resources: What resources do you have to complete the project? Activities: What specific actions will take place? Outputs: What is the direct product of the activities? Outcomes: What is the benefit or change as a result of the project? Goals: What is the overall goal of the project? Project Component Approach Input Activities Outputs Outcomes Goals Attached 12 PQACHf✓G ti�z City of Apache Junction u = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 gRIZONP �„m,�"e` HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Financial Information: What is your Tax ID number? 74-3043614 What is your Arizona Tax Privilege License number? NA Does your agency have internal financial controls in place to track, report, Yes and account for all funds which promotes transparency? Is a certified public accountant responsible for your daily financials? No Is a certified public accountant responsible for creating your monthly No financial statements? Please provide most recent report. Is a certified public accountant responsible for your filing your taxes? No When was your last 990 reported? 10/22/20 Where can it be found? AJCDC office Have you had an audit completed and when?* No Do you have an annual agency budget? Please provide. Yes Who is responsible for creating your annual budget? Board *These items may be submitted every five years to be held on file at the city. Should any document change or be updated, a new copy shall be submitted to the city within 10 working days. Provide a list of your annual fundraisers and average amount raised. Each Project includes various donations needed to complete. Donations are received from individuals who see projects being worked and want to help. Donations can be made through apachejunctioncdc.com One Annual event is Make a Difference Day (MADD) Provide a list of your funding sources and the average amount received, including membership dues and private contributions. Private contributions are the main source of funding for all the projects listed. Amounts vary. Administrative (operating costs) have been received from the City of Apache Junction. 13 PPACHE�G2 ��0 City of Apache JunctionU " Z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 9Rlzotk ,Sum,,vb, HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Project Budget: Please provide a detailed budget by quarter for each itemized expense. Quarter 1 Quarter 2 Quarter 3 Quarter 4 Total 1 Administrative $1,840 $1,200 $1,750 $1,470 $ 6,260 2 Community Revital $1,100 $1,050 $1,700 $900 $ 4,750 3 Hazardous Waste ' $1,500 $500 $500 $0 $ 2,500 4 Make A Difference $3,000 $2,000 $0 $0 $ 5,000 5 Playground Revitali $1,200 $2,100 $700 $0 $ 4,000 6 Focal Point Memor $150 $150 $100 $100 $ 500 7 Home Address Mai $250 $100 $340 $300 $ 990 8 $ 9 $ 10 $ Total $9,040 $7,100 $5,090 $2,770 $24,000 What percentage of the project budget is being requested? 100 What percentage of your budget is the requested funding? 100 14 PPACHE�G2 ��0 City of Apache JunctionU " Z ; v , p 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Narrative: Please provide a detailed budget narrative for each itemized expense. Administrative, Insurance, Website & email, Postage, Printing, Office supplies, Misc Other. 1 Community Revitalization, Equipment, dump fees, misc other 2 Hazardous Waste Transport, Equipment & Gas 3 Make A Difference Day, Equipment, Materials, misc other 4 Playground Revitalization, Equipment, Materials, misc. other 5 Focal Point Memorial, Equipment, Materials, misc. other 6 Residential Address Identifiers, Materials, equipment, misc.other 7 9 10 15 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Project Evaluation: How will you determine your project was successful in reaching your goals and what methods will you use? Completion of Projects, Community volunteer participation, Building Community Pride One Brick at a Time. Project a minimum of two SMART Objectives by completing the chart below. Direction of What is Target Degree of change changing population change Timeframe Measure See List 2 See List 3 4 16 PQACHf✓G ti�z City of Apache Junction U ��. = ` 300 East Superstition Blvd •Apache Junction, AZ 85119 •www.ajcity.net • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Application for Financial Assistance Scoring Rubric for Commissioners: Eligibility Questions Y/N Application was submitted by the required due date. Application was complete and provided adequate detail. Applicant meets eligibility requirements. Serves AJ residents Has a presence in the community Is a 501 c(3) non-profit Provides a health and human services need Proposal Review 1 to 5 Organization Review - 25 points total Provided information on residents served Demonstration of successful projects Demonstration of agency partnerships Demonstration of agency capacity Provided all required documentation per Ordinance No. 659 Problem Statement Review - 15 points total Adequately identified the problem Adequately identified the gaps Identified a documented problem Proposal Review - 20 points total Provided detailed project information Demonstration of need Demonstration of community partners Provided a detailed project scope Financial Review - 15 points total Provided required documentation Demonstrated a financial need Provided detailed and eligible budget Evaluation Review - 10 points total Comprehensive evaluation plan Provided a minimum of two SMART objectives 85 points total 0 1 = Did not address adequately 2 =Addressed somewhat 3 =Addressed 4 =Adequately addressed 5 = Exceeded expectation 17 Exhibit 1 The most recent audit report 1 APACHE JUNCTION REACH OUT, INC _- Annual Financial Statements and Independent Accountants' Compilation Report December 31, 2017 TABLE OF CONTENTS INDEPENDENT ACCOUNTANTS' COMPILATION REPORT ......................................... 1 Financial Statements Statement of Financial Position................................................................................................ 2 Statementof Activities.............................................................................................................. 3 Statement of Functional Expenses............................................................................................ 4 Statementof Cash Flows .......................................................................................................... 5 Notes to Financial Statements................................................................................................... 6 C� COLBY & p POWELL, PLC CERTIFIED PUBLIC ACCOUNTANTS 1535 W.Harvard Avenue,Suite 101 •Gilbert,Arizona 85233 Tel:(480)635-3200 • Fax:(480)635-3201 INDEPENDENT ACCOUNTANTS' COMPILATION REPORT �— To the Board of Directors Apache Junction Reach Out, Inc. Apache Junction, Arizona Management is responsible for the accompanying financial statements of Apache Junction Reach Out, Inc., which comprise the statement of financial position as of December 31, 2017, and the related statement of activities, statement of functional expenses, statement of cash flows and the `— related notes to the financial statements in accordance with accounting principles generally accepted in the United States of America. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by -- the Accounting and Review Services Committee of the AICPA. We did not audit or review the financial statements nor were we required to perform any procedures to verify the accuracy or the completeness of the information provided by management. Accordingly, we do not express an opinion, a conclusion,nor provide a form of assurance on these financial statements. — Gilbert, Arizona February 13, 2018 - 1 - APACHE JUNCTION REACH OUT, INC. Statement of Financial Position December 31,2017 ASSETS Current Assets Cash $ 422,543 Inventory 92,785 Prepaid Expenses 2,566 Total current assets 517,894 Restricted cash 50,000 Property&equipment,net 8,914 TOTAL ASSETS $ 576,808 LIABILITIES AND NET ASSETS Current Liabilities Accounts payable $ 5,773 Accrued expenses 4,746 Total current liabilities 10,520 _ Net Assets Unrestricted 516,287 Permanently restricted 50,000 TOTAL NET ASSETS 566,287 TOTAL LIABILITIES AND NET ASSETS $ 576,807 See accompanying notes and accountants'report. - 2 - APACHE JUNCTION REACH OUT, INC. Statement of Activities For the Year Ended December 31,2017 Permanently Unrestricted Restricted Total Revenue Donated food $ 2,275,339 $ - $ 2,275,339 Grant funds 18,700 - 18,700 �— Contributions 199,127 50,000 249,127 Miscellaneous 31,897 - 31,897 Interest 101 - t 01 Total revenues and support before special events 2,525,164 50,000 2,575,164 Special events: Revenue from special events 132,181 - 132,181 Less cost of special events 41,736 41,736 Gross profit from special events 90,445 - 90,445 Total revenues 2,615,609 50,000 2,665,609 Expenses Program services Food assistance 2,417,879 - 2,417,879 Supporting activities Management and general 85,847 - 85,847 Fund raising 5,735 - 5,735 `— Total expenses 2,509,461 - 2,509,461 Increase in net assets 106,149 50,000 156,149 NET ASSETS AT BEGINNING OF YEAR 410,139 - 410,139 NET ASSETS AT END OF YEAR $ 516,287 $ 50,000 $ 566,287 See accompanying notes and accountants'report. - 3 - APACHE JUNCTION REACH OUT, INC. Statement of Functional Expenses For the Year Ended December 31,2017 -- Program Supporting Services Activities Food Management Fund Total Assistance and General Raising Expenses `- Salaries $ 84,149 $ 51,575 $ - $ 135,725 Payroll taxes and benefits 7,946 4,870 - 12,816 Employee related expenses 92,095 56,446 - 148,541 Donated food distributed 2,247,014 - - 2,247,014 Cost of purchased food and packaging 29,677 - - 29,677 Facility rent and utilities 13,273 589 - 13,861 Depreciation 6,422 - - 6,422 `- Miscellaneous 7,872 1,267 5,735 14,874 Professional services - 7,104 - 7,104 Repairs and maintenance 6,080 - - 6,080 Insurance 2,508 7,555 - 10,063 Supplies 3,796 - - 3,796 Office expense 3,582 12,887 - 16,469 Travel 5,561 - - 5,561 Total expenses $ 2,417,879 $ 85,847 $ 5,735 $ 2,509,461 See accompanying notes and accountants'report. - 4 - -- APACHE JUNCTION REACH OUT, INC. Statement of Cash Flows For the Year Ended December 31,2017 Cash Flows from Operating Activities Increase in net assets $ 156,149 Adjustments to reconcile change in net assets to net cash provided by operating activities Depreciation 6,422 (Increase)decrease in assets: Inventory (28,285) Increase (decrease) in liabilities: Accounts payable 5,773 Accrued expenses 907 `— Restricted contributions (50,000) `— Total adjustments (65,182) `— Net cash provided by operating activities 90,967 Cash Flows from Financing Activities Permanently restricted contributions 50,000 Net cash provided by financing activities 50,000 Net increase in cash 140,967 Cash-Beginning of year 331,577 CASH-END OF YEAR $ 472,543 Presented on the accompanying Statement of Financial Position as: Cash $ 422,543 Restricted cash 50,000 $ 472,543 See accompanying notes and accountants'report. - 5 - -- APACHE JUNCTION REACH OUT,INC. Note to Financial Statements December 31, 2017 NOTE 1 —NATURE OFACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Activities — Apache Junction Reach Out, Inc., an Arizona nonprofit corporation, is a regional food bank warehouse that provides emergency food services to qualified individuals and families in Apache Junction, Gold Canyon, NW Pinal County, and East Mesa. The Food Bank is supported primarily by contributions of food from The United Food Bank as well as contributions from the general public and other local organizations and communities. -- The accounting policies of Apache Junction Reach Out, Inc. conform to generally accepted accounting principles as applicable to nonprofit organizations. The following is a summary of the more significant accounting policies: Basis of Accounting—The accompanying financial statements have been prepared on the accrual �-- basis of accounting and, accordingly, reflect all significant receivables, payables, and other liabilities. Basis of Presentation—The Organization reports information regarding its financial position and activities according to three classes of net assets that are based upon the existence or absence of -- restrictions on use that are placed by its donors: unrestricted net assets, temporarily restricted net assets, and permanently restricted net assets. Unrestricted net assets are resources available to support operations. The only limits on the use of unrestricted net assets are the broad limits resulting from the nature of the Organization, the environment in which it operates, the purposes specified in its corporate documents and its application for tax-exempt status, and any limits resulting from contractual agreements with L others that are entered into in the course of its operations. Contributions that are restricted by the donor are reported as increases in unrestricted net assets if the restrictions expire (that is, when a stipulated time restriction ends or purpose restriction is accomplished) in the reporting period in which the revenue is recognized. -- Temporarily restricted net assets are resources that are restricted by a donor for use for a particular purpose or in a particular future period. The Organization's unspent contributions are reported in this class if the donor limited their use, as are promised contributions that are not yet due. The unspent appreciation of the Organization's donor-restricted endowment funds is also reported as temporarily restricted net assets. Permanently restricted net assets are resources whose use is limited by donor-imposed restrictions that neither expire by being used in accordance with a donor's restriction nor by the passage of time. The portion of the Organization's donor-restricted endowment funds that the Organization is committed to maintaining in perpetuity are classified in this net asset class using the straight-line method. Expenditures for repairs and maintenance are charged to expense as ._. - 6 - — f -- APACHE JUNCTION REACH OUT, INC. Note to Financial Statements '—' December 31,2017 NOTE I —NATURE OFACTIVITIES AND SUMMAR Y OF SIGNIFICANT ACCO UNTING POLICIES- Continued incurred. Expenditures for additions and betterments are capitalized and depreciated over the -- estimated remaining useful life of the related asset. Gains and losses on sales and retirements axe reflected in income during the year of actual sale or retirement. Donations of property and equipment are recorded as contributions at their estimated fair value at the date of donation. Such donations are reported as increases in unrestricted net assets unless -- the donor has restricted the donated asset to a specific purpose. Assets donated with explicit restrictions regarding their use and contributions of cash that must be used to acquire property and equipment are reported as restricted contributions. Absent donor stipulations regarding how long those donated assets must be maintained, the Organization reports expirations of donor restrictions when the donated or acquired assets are placed in service as instructed by the donor. The Organization reclassifies temporarily restricted net assets to unrestricted net assets at that time. Inventory - Donated food inventory is recorded in the financial statements at fair value. The donated food consists primarily of commodities received from The United Food Bank and donated items received from retailers and agricultural producers. The fair value of the commodities is determined by The United Food Bank. Contributed Services — During the year ended December 31, 2017, the value of contributed services meeting the requirements for recognition in the financial statements was not material and has not been recorded. In addition, many individuals volunteer their time and perform a variety of tasks that assist the Food Bank which do not meet the requirements for financial `-- statement recognition. Estimates — The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Functional Allocation of Expenses — The costs of providing the various programs and other activities have been summarized on a functional basis in the statement of activities. Accordingly, -- certain costs have been allocated among the programs and supporting services benefited. Income Taxes — Income taxes are not provided for in the financial statements since the Organization is exempt from income taxes under Section 501(c)(3) of the Internal Revenue Code and similar state statutes. Furthermore, the Organization has been classified by the Internal Revenue Service as a publicly supported organization, and not as a private foundation. - 7- APACHE JUNCTION REACH OUT, INC. Note to Financial Statements `— December 31, 2017 NOTE I —NATURE OFACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES- Continued Subsequent Events — Management has evaluated subsequent events through February 13, 2018, -` which is the date the financial statements were available to be issued. NOTE 2—PR OPERTYAND EQUIPMENT �- Property and equipment at December 31, 2017, is comprised of the following: w Equipment $ 59,393 Furniture&fixtures 20,000 Leasehold improvements 2,500 Vehicles 31,000 112,893 Less accumulated depreciation (103,979) -- Net property and equipment $ 8,914 _- Depreciation expense for the year ended December 31, 2017, was $6,422. NOTE 3—ENDOWMENT The Organization's endowment consists of donor-restricted contributions. As required by generally accepted accounting principles, net assets associated with endowment funds are classified and reported based on the existence or absence of donor-imposed restrictions. Apache Junction Reach Out, Inc. has interpreted the Arizona Uniform Prudent Management of -- Institutional Funds Act (UPMIFA) as requiring the preservation of the fair value of the original gift as of the gift date of the donor-restricted endowment funds absent explicit donor stipulations to the contrary. As a result of this interpretation, the Organization classifies as permanently restricted assets (a) the original value of gifts donated to the permanent endowment, (b) the original value of subsequent gifts to the permanent endowment, and (c) accumulations to the permanent endowment made-in accordance with the direction of the applicable donor gift instrument at the time the accumulation is added to the fund. The remaining portion of the donor- restricted endowment fund that is not classified in permanently restricted net assets is classified as temporarily restricted net assets until those amounts are appropriated for expenditure by the Organization in a manner consistent with the standard of prudence prescribed by UPMIFA. In accordance with UPMIFA, the Organization considers the following factors in making a determination to appropriate or accumulate donor-restricted endowment funds: (1)the duration - 8 - APACHE JUNCTION REACH OUT,INC. Note to Financial Statements `— December 31,2017 NOTE 3—ENDOWMENT- Continued and preservation of the various funds, (2) the purposes of the donor-restricted endowment funds, (3) general economic conditions, (4) the possible effect of inflation and deflation, (5) the expected total return from income and the appreciation of investments, (6) other resources of the Organization and(7) the Organization's investment policies. The Organization has adopted investment and spending policies for endowment assets that attempt to provide a predictable stream of funding to programs supported by its endowment funds while also maintaining the purchasing power of those endowment assets over the long- term. Endowment assets are invested in a well-diversified asset mix, which includes equity and debt securities,that is intended to result in a consistent rate of return. The Organization has a policy of appropriating for distribution each year a portion of the realized income from the endowment. This is consistent with the Organization's objective to maintain the purchasing power of the endowment assets held in perpetuity or for a specified term as well as to provide additional real growth through new gifts and investment income. Endowment Net Asset Composition by type of fund as of December 31, 2017, is as follows: Temporarily Permanently Unrestricted Restricted Restricted Total Donor-restricted endowment funds $ - $ - $ 50,000 $ 50,000 Changes in endowment net assets for the year ending December 31, 2017, are as follows: Temporarily Permanently L- Unrestricted Restricted Restricted Total Endowment net assets,beginning $ - $ - $ - $ - - Contributions - - 50,000 50,000 Endowment net assets,ending $ - $ - $ 50,000 $ 50,000 NOTE 4—RESTRICTIONS ON NET ASSETS Restricted cash and net assets of $50,000 are available to further the Organization's general '4- mission of providing emergency food services to qualified individuals. ._ - 9 - 3 4 APACHE JUNCTION REACH OUT, INC. Note to Financial Statements December 31, 2017 NOTE S— CONCENTRATIONS For the year ended December 31, 2017, the Organization received a substantial portion of its support from The United Food Bank. Decreases in this support or the discontinuance of these programs in future years may have an effect upon the operations of the Organization. The Organization maintains cash and cash equivalents at banks and other financial institutions located in Arizona, which throughout the year may exceed federally insured deposit limits. - 10 - Exhibit 2 Most recent financial statement 2 CPA/EA TAX &ACCOUNTING PC 115 N.Apache Trail,Suite A Apache Junction,AZ 85120 Ph:480-671-8214 Fx:480-671-8213 www.tpgpc.com APACHE JUNCTION REACHOUT INC December 2020 T Ph:480-671-8214 CPA/EA Fx:480-671-8213 TAX & ACCOUNTING PC www.tpgpc.com To the Board of Directors Apache Junction Reachout Inc Management is responsible for the accompanying financial statements of Apache Junction Reachout Inc,which comprise the Statement of Financial Position as of December 31,2020,and the related Statements of Activities and Statement of Functional Expense for periods then ended in accordance with accounting principles generally accepted in the United States of America. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or reviewed the financial statements nor were we required to perform any procedures to verity the accuracy or completeness of the information provided by management. We do not express an opinion,a conclusion, nor provide any form of assurance on these financial statements. Management has elected to omit substantially all the disclosures as well as the statement of cash flows ordinarily included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America. If the omitted disclosures were included in the financial statements,they might influence the user's conclusions about the company's financial position, results of operations and cash flows. Accordingly,the financial statements are not designed for those who are not informed about such matters. We are not independent with respect to Apache Junction Reachout Inc. r Apache Junction, AZ January 22, 2020 Apache Junction Reachout Inc Statement of Financial Position As of December 31, 2020 Total ASSETS Current Assets Bank Accounts CASH ON HAND 140.2E PAYPAL ACCOUNT 6,203.70 DESERT FINANCIAL-CHECKING 82,199.26 DESERT FINANCIAL-SAVINGS 391,771.32 RAYMOND JAMES-GERALD HUNDT FUND 121,823.71 RAYMOND JAMES-EDUCATION FUND 74,824.65 RAYMOND JAMES-J945 315,912.54 Total Bank Accounts $ 992,875,44 Other Current Assets ACCOUNTS RECEIVABLE 0.00 EMPLOYEE ADVANCES 0.00 INVENTORY-FOOD 65,833.91 OTHER CURRENT ASSETS 0.00 OTHER CURRENT ASSETS-IN KIND DONATIONS 2,707.70 PREPAID EXPENSES 850.00 IMPROVEMENTS IN PROCESS 100,000.00 Total Other Current Assets $ 169,391.61 Total Current Assets $ 1,162,267.05 Fixed Assets ACCUMULATED DEPRECIATION-EQUIPMENT -58,600.00 ACCUMULATED DEPRECIATION-FURNITURE -20,940.00 ACCUMULATED DEPRECIATION-LEASEHOLD IMPROVEMENTS -2,853.00 ACCUMULATED DEPRECIATION-OTHER ASSETS -7,351.00 ACCUMULATED DEPRECIATION-VEHICLES -9,864.00 EQUIPMENT 67,348.73 FURNITURE&FIXTURES 23,021.00 LEASEHOLD IMPROVEMENTS 17,535.41 OTHER DEPRECIABLE PROPERTY 9,800.00 VEHICLES 49,322.00 Total Fixed Assets $ 67,419.14 TOTAL ASSETS $ 1,229,686.19 LIABILITIES AND NET ASSETS Liabilities Current Liabilities Accounts Payable ACCOUNTS PAYABLE 4,194.92 Total Accounts Payable $ 4,194.92 Credit Cards GEORGA'S CREDIT CARD 0.00 Please Refer to Accountants Compilation Report Apache Junction Reachout Inc Statement of Financial Position As of December 31, 2020 Total MYRA'S CREDIT CARD 8,613.73 WELLS FARGO CREDIT CARD 0.00 Total Credit Cards $ 8,613.73 Other Current Liabilities DEPOSITS-GOLF 0.00 FEDERAL PAYROLL TAXES PAYABLE 4,198.45 SHELL CREDIT CARD 0.00 ACCRUED PAYROLL EXPENSES 14,784.39 STATE PAYROLL TAXES PAYABLE 405.56 SUTA PAYABLE -0.01 NOTE PAYABLE-NEW VEHICLE 3,739.75 NOTE PAYABLE-SBA PPP LOAN 35,037.50 DEFERRED REVENUE-IN KIND DONATIONS 7,416.90 Total Other Current Liabilities $ 65,582.54 Total Current Liabilities $ 78,391.19 Total Liabilities $ 78,391.19 NET ASSETS CURRENT CHANGE IN NET ASSETS UNRESTRICTED 688,554.50 PERMANENTLY RESTRICTED ENDOWMENT-GERALD HUNDT ENDOWMENT FUND 52,817.35 PERMANENTLY RESTRICTED ENDOWMENT-EDUCATION FUND 50,000.00 TIME RESTRICTED FOR FUTURE PERIODS-EDUCATION ENDOWMENT FUND 1,468.39 Change in Net Assets 356,454,7E Net Assets $ 1,151,295.00 TOTAL LIABILITIES AND NET ASSETS $ 1,229,686.19 Please Refer to Accountants Compilation Report _T y0 p� 69 69 6n 69 6A 6n 6A 69 (/1 6A 6n 6R 6A fF) � 64' H`1 6Rf 59 69 In O V1 m O M o N N N O N >, ° O O CA K (A b9 b9 En 61) W! 64 69 6s 64 Gn N3 6A 69 IW4 6A K N O t+i d' M 7 C� n . 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Dues&Subscriptions 0.00 0.00 40.00 3.61 $ 43.61 Education Expense 65.00 1,116.32 0.00 0.00 $ 1,181.32 Employee Benefits 0.00 0.00 0.00 0.00 $ 0.00 Employer Payroll Taxes 11,900.56 0.00 1,788.91 (10,332.78) $ 3,356.69 Equipment Rent Expense 106.43 0.00 8.23 150.88 $ 265.54 Food Distributions&Packaging 235,211.58 0.00 0.00 0.00 $ 235,211.58 Grant Expenses 0.00 0.00 0.00 0.00 $ 0.00 Insurance 0.00 0.00 0.00 730.00 $ 730.00 Interest Expense 0.00 0.00 0.00 40.79 $ 40.79 Legal&Accounting 0.00 0.00 0.00 0.00 $ 0.00 Meetings Expense 158.00 0.00 0.00 9.99 $ 167.99 Minor Equipment&Supplies 104.05 0.00 0.00 0.00 $ 104.05 Miscellaneous 105.77 0.00 0.00 0.00 $ 105.77 Office Expense 414.91 0.00 126.00 737.99 $ 1,27890 Permits&Licenses 0.00 0.00 0.00 0.00 $ 0.00 Postage 0.00 0.00 154.00 66.00 $ 220.00 Printing Expense 34.00 0.00 0.00 0.00 $ 34.00 Professional Fees 700.00 0.00 0.00 343.75 $ 1,043.75 Property Tax 0.00 0.00 0.00 0.00 $ 0.00 Rent Expense 1,197.90 0.00 0.00 0.00 $ 1,197.90 Repairs&Maintenance 6.57 0.00 0.00 2,458.60 $ 2,465.17 Security Expense 0.00 0.00 0.00 0.00 $ 0.00 Supplies Expense 141.48 0.00 0.00 0.00 $ 141.48 Trainng Expense 0.00 0.00 0.00 0.00 $ 0.00 Travel Expense 269.30 0.00 0.00 126.80 $ 396.10 Utilities Expense 1,018.20 0.00 102.14 245.68 $ 1,366.02 Volunteer Expenses 1,095.87 0.00 0.00 26.84 $ 1,122.71 Website Expense 500.00 0.00 0.00 0.00 $ 500.00 Gain on Disposed Asset 0.00 0.00 0.00 0.00 $ 0.00 Total Expenses before Depreciation 384,623.74 1,116.32 25,028.48 (125,999.49) $ 284,769.05 Depreciation Expense 4,544.62 0.00 0.00 0.00 $ 4,544.62 Total Expenses $ 389,168.36 $ 1,116.32 $ 25,028 48 LS 125,999 49) 289,313.67 Please Refer to Accountants Compilation Report Page; 1 Apache Junction Reachout Inc Statement of Functional Expense For the Twelve(12)Months Ending December 2020 Progam Services- Progam Services- Progam Services- Management Food Assistance Education Fundraising & General Total Expenses Salaries $ 127,583.66 $ 0.00 $ 21,308.46 $ 48,088.85 $ 196,980.97 Advertising 11,117.52 0.00 1,890.88 522.31 $ 13,530.71 Bank Charges 0.00 0.00 3,513.75 2,356.30 $ 5,870.05 Charitable Contributions 0.00 0.00 0.00 0.00 $ 0.00 Contractor Expense 0.00 0.00 0.00 0.00 $ 0.00 Dues& Subscriptions 568.89 0.00 774.00 2,868.07 $ 4,210.96 Education Expense 65.00 1,219.25 0.00 0.00 $ 1,284.25 Employee Benefits 0.00 0.00 0.00 22.60 $ 22.60 Employer Payroll Taxes 11,900.56 0.00 1,788.91 4,080.70 $ 17,770.17 Equipment Rent Expense 1,145.39 0.00 88.42 1,623.22 $ 2,857.03 Food Distributions& Packaging 2,312,274.33 0.00 0.00 0.00 $ 2,312,274.33 Grant Expenses 0.00 0.00 0.00 0.00 $ 0.00 Insurance 0.00 0.00 0.00 9,009.95 $ 9,009.95 Interest Expense 0.00 0.00 0.00 427.91 $ 427.91 Legal&Accounting 0.00 0.00 0.00 5,146.00 $ 5,146.00 Meetings Expense 369.92 21.02 0.00 365.50 $ 756.44 Minor Equipment& Supplies 8,461.88 0.00 0.00 515.17 $ 8,977.05 Miscellaneous 209.40 0.00 0.00 1,023.49 $ 1,232.89 Office Expense 978.38 0.00 135.25 4,143.47 $ 5,257.10 Permits& Licenses 0.00 0.00 0.00 1,359.79 $ 1,359.79 Postage 8.20 0.00 630.65 267,30 $ 906.15 Printing Expense 409.37 232.00 0.00 70.14 $ 711.51 Professional Fees 13,900.00 0.00 0.00 7,464.68 $ 21,364.68 Property Tax 0.00 0.00 0.00 0.00 $ 0.00 Rent Expense 1,373.40 0.00 0.00 66.55 $ 1,439.95 Repairs&Maintenance 6,308.16 0.00 0.00 4,461.66 $ 10,769.82 Security Expense 0.00 0.00 0.00 0.00 $ 0.00 Supplies Expense 961.48 0.00 0.00 0.00 $ 961.48 Trainng Expense 278.90 0.00 0.00 0.00 $ 278.90 Travel Expense 4,928.95 26.57 85.83 202.84 $ 5,244.19 Utilities Expense 9,458.25 0.00 1,203.58 2,275.33 $ 12,937.16 Volunteer Expenses 8,642.92 0.00 130.46 26.84 $ 8,800.22 Website Expense 4,694.30 0.00 0.00 0.00 $ 4,694.30 Gain on Disposed Asset 0.00 0.00 0.00 (1,000.00) ($ 1,000.00) Total Expenses before Depreciation 2,525,638.86 1,498.84 31,550.19 95,388.67 $ 2,654,076.56 Depreciation Expense 17,030.00 0.00 0.00 0.00 $ 17,030.00 Total Expenses $ 2,542,668.86 $ 1,498.84 $ 31,550.19 $ 95,388.67 2,671,106.56 Exhibit 3 Detailed expenditure statement Please see the Statement of Income and Expense 3 Apache Junction Reachout Inc Statement of Income & Expenses For the Twelve Months Ending December 31, 2020 Curent Month Year-to-Date Current Month Budget Year to Date Budget Renenues,Gains&Other Support CITYASSISTANCE 0.00 0.00 23,325,00 24,500.00 CONTRIBUTIONS-CAPITAL CAMPAIGN 0.00 6,051.00 0.00 25,000.00 CONTRIBUTIONS-CHURCHES 3,012.88 11&00 21,022.76 6,000.00 CONTRIBUTIONS-CORPORATIONS 4,182.10 1,587.00 23,167.54 8,000.00 CONTRIBUTIONS-GOVERNMENT 0.00 - 1,850.00 CONTRIBUTIONS-INDMDUALS 133,259.34 46,844.00 449,151.31 154,000.00 CONTRIBUTIONS-ORGANIZATIONS 7,936.00 976.00 19,402.25 10,000.00 CONTRIBUTIONS-PARKS 12,551.00 2,750.00 39,775.42 16,000.00 CONTRIBUTIONS-EDUCATION FUND ENDOWMENT 0.00 - 5,000.00 5,000.00 CONTRIBUTIONS-HUNDT ENDOWMENT 0.00 2,122.00 150.00 10,000.00 CONTRIBUTIONS-TRUCK REPLACEMENT 0.00 - 9,870.00 FUNDRAISING-NEWSLETTER&CAMPAIGN(FALL) 0.00 864.00 350.00 10,000.00 FUNDRAISING-NEWSLETTER&CAMPAIGN(SPRING) 0.00 - 0.00 10,000,00 FUNDRAISING-SPEC EVENTS-GOLF 0.00 15,964.00 0.00 70,000.00 FUNDRAISING-SPEC EVENTS-GOLF IN KIND 0.00 - 0.00 - FUNDRAISING-SPEC EVENTS-OTHER 6,557.06 5,000.00 39,743.44 5,000.00 GRANTS 69,262.50 4,500.00 16Q804.35 45,000.00 IN KIND CONTRIBUTIONS-FOOD 205,608.48 194,802,00 2,206,234.67 2,515,140.00 IN KIND CONTRIBUTIONS-NON FOOD 3,896.99 5,453.73 - INTEREST INCOME 1,153.63 417.00 6,575,07 5,000.00 INVESTMENT INCOME 0.00 - 0.00 - UNREALIZED GAIN/LOSS INVESTMENT 9,318.10 - 17,437.76 - OTHER INCOME 149.87 80.00 1,988,35 1,000.00 $ 456,887.95 282,075.00 $ 3,031,301.65 2,919,640.00 Expenses ADVERTISING&PROMOTIONS 4,464.39 - 13,530.71 2,500.00 AUTO EXPENSE-FUEL 266.65 353.00 4,304.57 4,500.00 AUTO EXPENSE-INSURANCE 126.80 - 2,762.23 1,800.00 AUTO EXPENSE-LICENSE 0.00 - 1,359.79 500.00 AUTO EXPENSE-MAINTENANCE&REPAIRS 77.60 200.00 2,278.55 6.000.00 CLEANING SUPPLIES 141.48 421.00 951.48 1,000.00 CONSULTING 0.00 2,500.00 10,979.53 10,000.00 DEPRECIATION EXPENSE 4,544.62 1,000.00 17,030.00 9,500.00 DUES&SUBSCRIPTION 43.61 343,00 4,210.96 3,000.00 EDUCATION PROGRAM EXPENSE 1,287.09 142.00 1,390,02 1,700.00 EMPLOYEE BENEFITS 0.00 487.00 22.60 6,000.00 EQUIPMENT RENTAL EXPENSE 265.54 - 2,857.03 2,900.00 FINANCIAL SERVICE FEES 1,046.81 659.00 5,870.05 4,000.00 FOOD DONATED IN KIND DISTRIBUTED 228,744.83 213,373.00 2,271.338.32 2,688,420.00 Please Refer to Accountants Compilation Report FOOD PACKAGING 0.00 65.00 1,582.00 1,000.00 FOOD PURCHASES 6,466.75 359.00 39,354.01 15,000.00 FUNDRAISING-NEWSLETTER&CAMPAIGN(FALL) 0,00 - 0.00 2,500.00 FUNDRAISING-NEWSLETTER&CAMPAIGN(SPRING) 0.00 - 0.00 2,500.00 FUNDRAISING EXPENSES-OTHER 0.00 250.00 0.00 3,000,00 GRANT EXPENSES 0.00 10000 10.00 1,000.00 INSURANCE-BUILDING 0.00 - 305.00 1,550.00 INSURANCE-OTHER 56.00 - 1,423.52 1,50000 INSURANCE-WORKERS COMP 674.00 348.00 4.046.00 5,100,00 INSURANCE-BOARD OF DIRECTORS 0.00 - 600.00 600.00 INTEREST EXPENSE 40.79 427.91 - LEGAL&ACCOUNTING FEES 0.00 365.00 5,146.00 7,600.00 LICENSE FEES 0.00 0.00 - MAINTENANCE&REPAIRS EXPENSE 2,387.57 - 8,497.02 12,000.00 MEALS&ENTERTAINMENT 158.00 118.00 439.66 500.00 MEETINGS EXPENSE 9.99 - 316.78 150.00 MINOR EQUIPMENT AND SUPPLIES 104.05 - 8,977.05 2,000.00 OFFICE&BUSINESS EXPENSES 1,158.90 570.00 5,137.10 5,000,00 OTHER EXPENSES 0.00 50.00 1,127,12 500.00 PAYROLL TAX EXPENSE 3,356.69 1,383.00 17710.17 17,900.00 POSTAGE&SHIPPING 220.00 - 906.15 600.00 PRINTING EXPENSE 34.00 711.51 1,000.00 PROFESSIONAL FEES 1,043.75 - 10,385.15 - SALARIES EXPENSE 28,284.48 14,534.00 196,980.97 179,000.00 SECURITYEXPENSE 0.00 - 0.00 500.00 SOFTWARE 0.00 - 0.00 - SPECIAL EVENT EXPENSE-GOLF 0.00 25,331.00 1,211.04 30,000,00 SPECIAL EVENT EXPENSE-OTHER 300.00 30.00 529.29 2,000.00 STORAGE 1,197.90 - 1,439.95 - TECH SUPPORT 120.00 400.00 120.00 3,200.00 TRAINING EXPENSES 0.00 - 278.90 500.00 TRAVEL EXPENSE 2.65 81.00 807.07 800.00 UTILITIES-GAS&ELECTRIC 1,090,63 972.00 9,825.78 9,000.00 UTILITIES-TELEPHONE 275.39 300.00 3,111.38 3,600.00 VOLUNTEER EXPENSES 1,122.71 10.00 8,800,22 5,000.00 WEB SITE EXPENSES 500.00 100.00 4,694.30 1,000.00 LOSS(GAIN)ON DISIPOSITION OF ASSETS 0.00 1,000.00 - Total Expenses $ 289,613.67 $ 264,84400 $ 2,672,846.89 $ 3,057,420.00 Change in Net Assets $ 167,274.28 17,231.00 $ 358,454.76 - 137,780.00 Please Refer to Accountants Compilation Report Exhibit 4 Name and source of the amount of funding received from all other sources Please see the Statement of Expense 4 Apache Junction Reachout Inc Statement of Income & Expenses For the Twelve Months Ending December 31, 2020 Curent Month Year-to-Date Current Month Budget Year to Date Budget Renenues,Gains&Other Support CITYASSISTANCE 0.00 0.00 23,325.00 24,500.00 CONTRIBUTIONS-CAPITAL CAMPAIGN 0.00 6,051.00 0.00 25,000.00 CONTRIBUTIONS-CHURCHES 3,012.88 118.00 21,022.76 6,000.00 CONTRIBUTIONS-CORPORATIONS 4,182.10 1,587.00 23,167.54 8,000.00 CONTRIBUTIONS-GOVERNMENT 0.00 - 1,850.00 CONTRIBUTIONS-INDIVIDUALS 133,259.34 46,844.00 449,151,31 154.000.00 CONTRIBUTIONS-ORGANIZATIONS 7,936.00 976.00 19,402.25 10,000.00 CONTRIBUTIONS-PARKS 12,551.00 2,750.00 39,775.42 16,000.00 CONTRIBUTIONS-EDUCATION FUND ENDOWMENT 0.00 - 5,000.00 5,000.00 CONTRIBUTIONS-HUNDTENDOWMENT 0.00 2,122.00 150.00 10,000.00 CONTRIBUTIONS-TRUCK REPLACEMENT 0.00 - 9,870.00 FUNDRAISING-NEWSLETTER&CAMPAIGN(FALL) 0.00 864.00 350.00 10,000.00 FUNDRAISING-NEWSLETTER&CAMPAIGN(SPRING) 0.00 - 0.00 10,000.00 FUNDRAISING-SPEC EVENTS-GOLF 0.00 15,954.00 0.00 70,000.00 FUNDRAISING-SPEC EVENTS-GOLF IN KIND 0.00 - 0.00 - FUNDRAISING-SPEC EVENTS-OTHER 6,557.06 5,000,00 39,743,44 5,000.00 GRANTS 69,262.50 4,500.00 160,804.35 45,000.00 1N KIND CONTRIBUTIONS-FOOD 205,608.48 194,802A0 2,206,234.67 2,515,140.00 IN KIND CONTRIBUTIONS-NON FOOD 3,896.99 - 5,453.73 - INTEREST INCOME 1,153.63 417.00 6,575.07 5,000.00 INVESTMENT INCOME 0.00 - 0.00 - UNREALIZED GAIN/LOSS INVESTMENT 9,318.10 - 17,437.76 - OTHER INCOME 149.87 80.00 1,988.35 1,000.00 $ 456,887.95 282,075.00 $ 3,031,301.65 2,919,640.00 Expenses ADVERTISING&PROMOTIONS 4,464.39 - 13,530.71 2,500.00 AUTO EXPENSE-FUEL 266.65 353.00 4,W4.57 4,500.00 AUTO EXPENSE-INSURANCE 126,80 - 2,762.23 1,800.00 AUTO EXPENSE-LICENSE 0.00 - 1,359.79 500.00 AUTO EXPENSE-MAINTENANCE&REPAIRS 77.60 200.00 2,278.55 6,000.00 CLEANING SUPPLIES 141.48 421.00 951.48 1,000.00 CONSULTING 0.00 2500.00 10,979.53 10,000.00 DEPRECIATION EXPENSE 4,544.62 1,000.00 17,030.00 9,500.00 DUES&SUBSCRIPTION 43.61 343.00 4,210.96 3,000.00 EDUCATION PROGRAM EXPENSE 1,28T09 142.00 1,390,02 1,700.00 EMPLOYEE BENEFITS 0.00 487.00 22.60 6,000.00 EQUIPMENT RENTAL EXPENSE 265.54 - 2.857.03 2,900.00 FINANCIAL SERVICE FEES 1.046.81 659.00 5,870.05 4,000.00 FOOD DONATED IN KIND DISTRIBUTED 228,744.83 213.373.00 2,271,338.32 2,688,420,00 Please Refer to Accountants Compilation Report Exhibit 5 Client service information as it applies to city residents Please see the email attachment containing the client service report 5 Exhibit 6 Proof of non-profit status (IRS determination) 6 OIRSDepartment of lite Treasury Internal Revenue Service P.O. Box 2508 In reply refer to: 0752884936 Cincinnati OH 45201 Feb. 11 , 2020 LTR 4168C 0 86-0454767 000000 00 00020973 BOAC: TE APACHE JUNCTION REACH OUT INC 575 N IDAHO RD STE 701 ZAPACHE JCT AZ 85119-4015 0254,19 Employer ID number : 86-0454767 Form 990 required: Y Dear Taxpayer : We issued you a determination letter in November 2011 , recognizing you as tax-exempt under Internal Revenue Code ( IRC) Section 501 (c) We also show you're not a private foundation as defined under IRC Section 509(a) because you' re described in IRC Sections 509(a) CI) and 170 (b) ( 1) (A) (vi) . Donors can deduct contributions they make to you as provided in IRC Section 170 . You' re also qualified to receive tax deductible bequests, legacies, devises, transfers, or gifts under IRC Sections 2055, 2106, and 2522. In the heading of this letter , we indicated whether you must file an annual information return. If you're required to file a return, you must file one of the following by the 15th day of the 5th month after the end of your annual accounting period: - Form 990 , Return of Organization Exempt From Income Tax - Form 990EZ, Short Form Return of Organization Exempt From Income Tax - Form 990-N, Electronic Notice Ce-Postcard) for Tax-Exempt Organizations Not Required to File Form 990 or Form 990-EZ - Form 990-PF, Return of Private Foundation or Section 4947(a) ( 1) Trust Treated as Private Foundation According to IRC Section 6033(j ) , if you don' t file a required annual information return or notice for 3 consecutive years , we' ll revoke your tax-exempt status on the due date of the 3rd required return or notice . You can get IRS forms or publications you need from our website at www. irs-gov/forms-pubs or by calling 800-TAX-FORM (800-829-3676) . If you have questions, call 877-829-5500 between 8 a .m. and 5 p.m. , local time, Monday through Friday (Alaska and Hawaii follow Pacific time) . 0752884936 Feb . 11 , 2020 VTR 4168C 0 86-0454767 000000 00 00020974 APACHE JUNCTION REACH OUT INC 575 N IDAHO RD STE 701 APACHE JCT AZ 85119-4015 Thank you for your cooperation . Sincerely yours, 1,42- Teri M. Johnson Operations Manager , AM Ops. 3 Exhibit 7 Proof of corporate status to include copies of current— by-laws and articles of incorporation 7 e 'Co eCorp search File ' r , rvry ENTITY INFORMATION Search Date and Time:1/31/20216,11:26 PM Entity Details Entity Name: APACHE!UNCTION REACH OUT,INC. Entity ID: 01571572 Entity Type: Domestic Nonprofit Corporation Entity Status: AcM Formation Date: 7,15/1983 Reason for Status: In Good Standing Approval Date: 7/8/1983 Status Date: Original Incorporation Date: 7/5,/1983 Life Period, Perpetual Business Type: CHARITABLE last Annual Report Filed: 2020 Domicile State: Arizona Annual Report Due Date: 5/5/2021 Years Due: Original Publish Date: 7/20,11983 StatutoryAgent infatuation Arizona Corporation Commission-RECEIVED: 5/4/2020 20050414097924 Arizona Corporation Commission-FILED: 4/23/2020 2020 ANNUAL REPORT ENTITY INFORMATION ENTITY NAME: APACHE JUNCTION REACH OUT, INC. ENTITY ID: 01571572 ENTITY TYPE: Domestic Nonprofit Corporation CHARACTER OF BUSINESS: CHARITABLE AUTHORIZED SHARES: ISSUED SHARES: STATUTORY AGENT INFORMATION STATUTORY AGENT NAME: ROBERT MOHLE PHYSICAL ADDRESS: 6494 E QUAIL HIDEAWAY LN , APACHE JUNCTION, AZ 85119 MAILING ADDRESS: KNOWN PLACE OF BUSINESS Att: APACHE JUNCTION REACH OUT, INC. , 575 N Idaho Road, Suite 701, Apache Junction Food Bank, APACHE JUNCTION, AZ 85119 PRINCIPAL OFFICE ADDRESS PRINCIPAL INFORMATION CEO(Chief Executive Officer):Myra D Garcia-8173 S OPEN TRAIL LANE,GOLD CANYON,AZ,85118,USA- myra.garcia@superstitionfoodbank.org-Date of Taking Office:02/04/2019 Director:Gary Anderson-5728 East Dodge Street, MESA,AZ,85205, USA-garytoon@yahoo.com-Date of Taking Office:11/01/2019 Director:Gary Kloefkorn-6493 Ponderosa Loop,GOLD CANYON,AZ,85118,USA-garykioefkorn@gmail.com- Date of Taking Office:07/01/2018 Director:Greg Clute-2236 E Rawhide,GILBERT,AZ,85296,USA-greg.clute57@gmail.com-Date of Taking Office:11/01/2019 Director:Helen Kimble- 11023 E Quade Ave,MESA,AZ,85212,USA-helenkimblrl5@gmail.com-Date of Taking Office:03/01/2019 Director:Jim Walker-498 E Queen Valley Dr,QUEEN VALLEY,AZ,85118,USA-jwalker001 @aol.com-Date of Taking Office:11/01/2019 - Director:Laura Nguyen-1440 N St.Paul,APACHE JUNCTION,AZ,85120,USA-lauranguyen@gmail.com- Date of Taking Office:03/01/2019 Director:Linda Jett-7711 E.Golden Eagle Circle,GOLD CANYON,AZ,85118,USA-Ijett@lindajett.com-Date of Taking Office:03/01/2019 Director:Megas Croll- 10451 E Obispo Ave,MESA,AZ,85212, USA-megascroll@gmail.com-Date of Taking Office:03/01/2019 ti 20050414097924 Director:Sharon Allison-Brown-3990 N SAFARI PLACE,APACHE JUNCTION,AZ,85119, USA- sallisonbrown@gmail.com-Date of Taking Office:04/01/2016 Director:Tom Hall-10634 E Kinetic Drive, MESA,AZ,85212, USA-hall.tomr@gmail.com-Date of Taking Office: 11/01/2019 President: Robert Mohle-6494 E Quail Hideaway Lane,APACHE JUNCTION,AZ,85119,USA- rmohle@aol.com-Date of Taking Office: 12/01/2017 Secretary:Shaunna Cooper- 10663 E.Meseto Ave.,MESA,AZ,85209,USA-Imugrad@gmaii.com-Date of Taking Office:07/01/2018 Treasurer:Philip Tremonti-4711 S Salvia Drive,GOLD CANYON,AZ,85118,USA-ptremonti@aol.com-Date of Taking Office:11/01/2019 SIGNATURE CEO(Chief Executive Officer):Myra D Garcia-05/04/2020 Apache Junction Bylaws Article One - Name and Purpose Section 1 - Name: The Apache Junction Reach Out, Inc (aka The Apache Junction Food Bank) is a non-profit organization incorporated under the laws of the State of Arizona in June 1983. Its principle office and mailing address is: 575 N Idaho Road, Suite 701, Apache Junction, Az 85219-4041 Section 2 - Purpose: The purpose of this organization is to collect and distribute food to those in need within our service area. Section 3 - Service Area: The service area encompasses Maricopa and Pinal Counties Article 11 - Membership Section 1- Membership: Voting membership resides with the Board of Directors. Volunteers provide the manpower for the day to day activity of the Food Bank. Volunteers have the right to be informed of policies set by the Board, are encouraged to offer suggestions, and can participate in ad hoc committees of the Food Bank, but they do not have any voting rights. Section 2 - Meetings: There will be a yearly meeting of Volunteers organized and conducted by the Operations Manager and/or representatives of the Board of Directors Other meetings will be held as deemed necessary by the Operations Manager and or Board of Directors. The purpose of such meetings is to provide training and information to the volunteers and to be a time for recognizing their accomplishments both as a group and individually. Article III - Board of Directors Section 1 - Board Size: The Board will consist of no less than thirteen (13), and no more than twenty-one (2 1) members. All Board members must reside, work, or be an active volunteer in the Food Bank's service area Section 2 - Function: The Board of Directors is responsible for the formulation of Food Bank policies, long term strategic planning,fundraising, and special Food Bank projects. It oversees the Food Banks financial records and is responsible for a yearly audit. The Board of Directors will ensure that the Food Bank is in compliance with all state, federal, and local laws. It will make sure that the Food Bank is adhering to its agreements with United Food Bank, St. Mary's Food Bank, and any other associated agencies it may contract. Section 3 - Meetings: The Board of Directors will meet six (6) times per year (Jan, Mar, May, June, Sept, & Nov) at a time and place determined by the same Board at the start of each fiscal year. Other meetings may be called by the Board President, or by at least five (5) members of the Board as needed. A quorum of the Board shall be one-third of the number of Board members. The agenda for any Board meetings will be set by the President of the Board or another Board member named by the President in his absence. Any Board member may request that an item be placed on the agenda. Section 4 -Terms of Office: Board members are elected by sitting members of the same Board for a three-year term. There is no limit as to how many terms an individual may serve. Any person may apply for Board membership. Their request will be reviewed by the Nomination Committee, and the Board will vote on that Committee's recommendation. Section 5 - Responsibilities: The responsibilities of the Board members will be defined by the Rules and Regulations, and the Board Job Description. Section 6 -Termination: Any Board member who has missed at least three consecutive Board meetings without valid reasons can be removed by a vote of the Board. A replacement to fill out any remaining term can be made by the President of the Board_ Section 7 - Compensation: Board members shall receive no compensation for their services, but by resolution of the Board, a member may be reimbursed for expenses when they represent the Food Bank if those expenses have had the approval of the President and Treasurer. Section 8 - Officers: The officers of the Board shall be the President, Vice President, Secretary, and Treasurer. Each officer will come from the Board and will be voted on by the Board of Directors for a one (1) year term. Officers are not restricted by term limits. a. The President is responsible for managing the regular meetings of the Board. The President can designate both standing and ad hoc committees, and select Board members to serve on those committees. The President is expected to be the Food Banks representative in community endeavors. The President may assign some of the duties to other Board members as deemed necessary and proper. b. The Vice President will represent the President in his or her absence and shall perform other duties as determined by the President and/or the Board of Directors. c. The Secretary is responsible for the minutes of the Board Meetings, and any other meetings where the Board believes a record is important. I d. The Treasurer is responsible for the proper deposition of monetary gifts that the Food Bank receives. The Treasurer will make sure that financial records are in order, and that monthly financial statements from the accounting firm will be available for the Board to review at their regular meetings. The treasurer will make sure an annual audit is conducted by the Food Bank, and that the results will be distributed to all Board Members Section 9 - Committees. a. An Executive Committee of the Board will be comprised of the Officers of the Board. The Committee's responsibilities are defined in the Rules and Regulations of the Food Bank. b. The President, with the consent of the Board of Directors, can create any Standing or Ad Hoc Committees which are deemed necessary to fulfill the goals and expectations of the organization. All such Committees membership, goals, and responsibilities will be defined under the Rules and Regulations of the Food Bank. Article IV - Bylaw Amendments 1. These bylaws may be altered, amended or repealed provided that the proposed change is presented to the Board for discussion at three meetings. These meetings may be regular Board meetings or special meetings called by the President. 2. The amendment will pass if it is approved by two thirds (2/3) of Board members Article V- Equal Access to All Programs The Apache Junction Reach Out Inc. prohibits discrimination on the basis of race, color, national origin, ethnicity, religious beliefs or creeds, gender, age, disability, marital status, family status, and sexual orientation. The Food Bank guarantees equal access to all of its programs, activities, services, and physical plant. The Apache Junction Reach Out, Inc, certify that our policies and procedures comply with: Civil Rights Act of 1964, Title Vl as amended (copy on file) Civil Rights Act of 1968, Title Vll as amended (copy on file) Rehabilitation Act of 1973, Section 504 as amended (copy on file) Age Discrimination Act of 1975 as amended (copy on file) Americans with Disabilities Act of 1990 as amended (copy on file) Executive Order 11063 (copy on file) Executive Order 11246 as amended (copy on file) Approved unanimously by the Board of Directors on July 18, 2018 Robert Mohle, Board President Apache Junction Reach Out, Inc. i 4 6: r' '•if STATE OF AL LED 07 MIhW cr tnlf .'u�'�.�QlilltS i�1Of 08 Fo Apt JMMM MACH �t�€�. #be ttodoxb , �asve the fpr the r34�'aaSoa3a�tad onC�ssAris r � of t'oraing a �P�t�t a orpan# .an euedr snd Prat to # t of t"s S'tata of Ariz Sad for thatP=VmmdO baroby Mayt tbaft Artie ,as oC ":ttcorpafta t elf thr CIMVC=tfau absU box ARAM ilt erm >l oat ��S's iaxsoae, P Pow :Car WU4* this Bwpdr u.* U of *ar U lwd to 'b=U*bs tar 'mttal' $-t under the o ct the Stag � dxd � t bo �ropg �' be � g'rm tam to U=o .: TRIM � 5a 8a�d cospnxat2op is orSpudzed &*w g v4aY to h2la a soil. • ��$1$ ar�Sn�.satd�a f,Dr atab2o lri,$h3a t&D = Ltift• {33 a� � �+ras�2 �s�� cc5Wt dal C"s CC 2931#t 'IdU tbg pw"Mof rPaOY food to the" to abed. ItUN* put of the A*b e:ming Qt t s ts'2�ttxtaitbU W 2t* �s orstbw U �s sQ'be ." a si • �BQMV LF D143C s 1 ThOft shall be w obi tjj&x fjv* (5) 3'�CYia2•�i MR moms Addresses CC the PBVSOJU -40 art U A*M as IIlt*o#,prs s Da �s; I. s Crr vt�t:X ths#r st�ocassaes nT+s el*eW a�gsa�llfted an Elva �. �ir�,esr �;g1 X: ��acber�•r �ac�►a �'vact3:aa 1Z $l.l. A: Bo,* ►dtzr'l743 Boot �F#�S 40b r 5��r 7IOUt Y;"ead Bomwttr"�t?2 Tiset RONMI Aver Apecbe zoo AZ 8 � � � x:' QvnLdaF MI AZ$�# &W S n&* I.. �, lom last A;=bo Fit AZ BS�D* 3�Irit ;aR Zfs#*$mil" som Plaalt of this c°CC:pvrst9. e{, o is the MCOWagaCR S t t ' APACM J=Mjr=$ OW Ix�, P. 4, SC 1419 ArU= . 8Wp f . Arltow •fit DLVIX M Jnt 7s 1983 SQ son �r 1Z 850,E # ri Xwlawo} Pltas tSnd anw �3wtt tzt AUm2osuro ftuaft (W) ( *CPUs It --r A04. . et P ag n be adbr2sod t*t WOW AFAM JMZ=Hiss S*ls* d the44ts of JET-1 to be ow P# q.at 211C. Axizor84 ►ttr adda+dtor sbo31 I�► . a. 1t►19ed:stloa, PUG" rettmt copy to tho xtt*e& J saft K. atwUs 21 xwth Rwob"ter u a=oa Spam* awttsibe&& �r APAC'.M *T171IM"VACZ OUT, ]]IC. �= JkU - . BY r BY K w TAU � ., r U� ►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition Boulevard � 0 Agenda Item Cover Sheet Apache Junction,AZ 85119 '+PizoN* File ID: 21-248 Sponsor: Kelsey Schattnik and Rudy Esquivias Agenda Date: 5/17/2021 Index: In Control: City Council Work Session Presentation and discussion of proposed changes to Apache Junction City Code, Volume II, Land Development Code, Chapter 1: Zoning Ordinance, Article 1-6: Supplemental Regulations, Section 1-6-12 Medical Marijuana. City of Apache Junction,Arizona Page 1 Printed on 511212021 O� PeACHf✓G20 z City of Apache Junction �aizoNP Development Services Department Date : May 5, 2021 To: Honorable Mayor and City Council Members Through: Bryant Powell, City Manager Larry Kirch, Development Services Director Rudy Esquivias, Planning Manager/Zoning Administrator From: Kelsey Schattnik, Planner Subject : May 17, 2021, City Council Work Session Item: AM-1-20 Presentation and discussion on proposed Text Amendment to the Apache Junction City Code, Volume II, Land Development Code, Chapter 1 : Zoning Ordinance, Article 1-6 : Supplemental Regulations, Section 1-6-12, Medical Marijuana. Background On December 1, 2020, Staff was directed by city council to amend the current medical marijuana regulations to include recreational marijuana regulations . Councilmember Rizzi moved, seconded by Mayor Serdy to direct staff to allow existing dispensaries to become dual licensees : require CUP amendment process, operate under the same rules as existing dispensaries, allow recreational marijuana sales too, but no cultivation or processing, allow medical marijuana to convert to recreational marijuana through CUP amendment, the code to still allow for medical marijuana cultivation and infusion kitchens . Councilmember Evans motioned to add on to Councilmember Rizzi ' s motion that marijuana be treated like retail and liquor stores in the B-1, B-2 and B-3 zones . In response to the direction given to staff, staff drafted two versions of the proposed text amendment changes . Version 1 allowed dual licensee facilities within the city, but did not allow new standalone recreational marijuana establishments or marijuana testing facilities . Version 2 allowed standalone recreational marijuana establishments in the B-1, B-2, B-3 and B-4 zoning districts . These establishments would operate under the same regulations as existing medical marijuana dispensaries . Marijuana testing facilities were not allowed. On February 23, 2021, staff held a work session with the planning and zoning commission to review the two draft text changes . The commission recommended staff to focus on Version 2 . On March 23, 2021 the commission unanimously recommended approval of Version 2 to city council . On April 5, 2021, staff held a work session with city council to review PZ recommended changes . On April 6, 2021, a public hearing was held, but no action was taken on Ordinance No. 1502, Resolution 21-13, Ordinance No. 1504 or Resolution No. 21-15 . Council requested more information about what other municipalities were doing to regulate recreational marijuana establishments . A work session was requested for Monday, May 17th 2021 . Please feel free to visit the Arizona Department of Health Services website for more information regarding Medical and Recreational Marijuana: https : //www.azdhs .gov/licensing/marijuana/index.php Attachments: - List of Arizona Municipality Recreational Marijuana Regulations - Revised Medical Marijuana Ordinance (Marked-up Version 1) - Revised Medical Marijuana Ordinance (Marked-up Version 2) - AM-1-20 PZ Staff Report Recreational Marijuana Regulations in Arizona* Municipality Allow Dual Allow Stand- Allow Testing Ordinance Licensees? Alone Facilities? Facilities? Avondale Yes No No 2005-0121 Bisbee Yes Yes Yes 0-21-08 Bullhead City Yes Yes Yes 2021-05 Camp Verde No No No 2020-A459 Carefree Yes No No 2021-01 Casa Grande Yes No No 1397.08.29 §1 (part), 2021 Cave Creek Yes No - - Chandler Yes No No 4949 Chino Valley Yes No No 2021-895 Clarkdale Yes Yes Yes 409 Clifton Yes Yes No 01-2021 Coolidge Yes No - 21-01 Cottonwood Yes No - - Douglas Yes Yes Yes (CUP) 21-1128 Eager Yes No No 2021-03 Flagstaff Yes No - Florence Yes Yes Yes 698-21 Fountain Hills Yes No No 20-25 Gilbert Yes No No 2783 Hayden Yes Yes Yes 2021-01 Huachuca City Yes Yes No - Jerome No No No 464 Kearny Yes Yes - 1831 Kingman Yes No - - Lake Havasu Yes Yes Yes 20-2607 Marana Yes No No 2020.019 Maricopa Yes No No 21-02 Mesa Yes No No 5601 (20-1212) Miami Yes Yes No 375 Nogales No No No 2020-12-007 Oro Valley Yes No No 20-10 Page Yes No No 678-21 Paradise Valley Yes No No 2021-01 Patagonia Yes Yes Yes 21-01 Payson Yes No No 923; Reso. 3226 Peoria Yes No - 2021-02 Prescott Yes Yes No 2020-1735 Queen Creek Yes No No 739-20 Safford Yes Yes No 021-006; Reso. R21-002 Sa h ua rita Yes No No 2020-0152 Scottsdale Yes No No 4484 Sedona Yes No - - Recreational Marijuana Regulations in Arizona* Sierra Vista Yes Yes Yes 2021-002 Superior Yes - - - Surprise Yes No No 2020-37 Thatcher Yes Yes Yes 188-2020 Tolleson Yes No No 594 Winslow Yes No Yes (CUP) 1357 §1, 2020 Youngtown Yes No No 2020-05 Yuma Yes No - Zone-32945-2020 *Please note that this is not an official, or complete, list of cities, regulations and ordinances regarding the adult use of marijuana.This document was created by city staff and is for informational purposes only. Research Notes: • This law is very specific to the state of Arizona. • The city can regulate the zoning, signage and delivery. • The city can determine where it is allowed to locate based on zoning. • The city can prohibit the sales within the city, but cannot prohibit the use of recreational marijuana (guaranteed by statute). • Can always amend regulations at a later date. • Home cultivation for a qualifying patient is based on the location of the qualifying patient and not the qualifying caregiver. CITY OF APACHE JUNCTION MARIJUANA REGULATIONS (Version 1) February 23, 2021 1-6-12 MEDICAL AND RECREATIONAL MARIJUANA A. Permit Required. A CUP shall be required for the establishment of nonprofit medical marijuana facilities including dispensaries, cultivation facilities, and infusion facilities, and recreational marijuana establishments.The requirements of this section, for the establishment of a nonprofit medical and/or recreational marijuana use, may also be accomplished through a planned development ("PD") rezoning process or PD major amendment process. B. Number of Medical Marijuana Facilities Allowed in City.The total number of nonprofit medical marijuana dispensaries, cultivation facilities, and infusion facilities shall be as allowed by state statute for the Apache Junction Community Health Analysis Area ("CHAA"). (See A.R.S. Title 36, Chapter 28.1 Arizona Medical Marijuana Act, for definitions and statutes pertaining to medical marijuana.) C. Allowed Zoning Districts. 1) Location of nonprofit medical and/or recreational marijuana establishments des shall be allowed in the city's B-1, B-2, B-4 and B-5 zoning districts subject to a CUP or PD rezoning process. 2) Location of a cultivation facility and/or a stand-alone nonprofit medical marijuana infusion facility which serves one or more nonprofit medical marijuana dispensaries shall be limited to the city's B-5 zoning district. 3) An existing medical marijuana establishment far=ility that has received a CUP use-peFm+t approval from the city prior to the effective date of this ordinance, shall be allowed to continue operating at the approved location, regardless of any newly defined spacing requirements; and as long as said operation remains in strict accordance with the conditions of approval of said facility, or as may otherwise be approved by a CUP amendment or renewal. 4) An existing medical marijuana establishment that intends to become a dual licensee to sell recreational marijuana shall present proof of dual licensee status to the city's business license office; and a) Is permitted by the State of Arizona to operate both a nonprofit medical marijuana dispensary and a marijuana establishment at a shared location; and b) Has not terminated its status as a dual licensee with the Arizona Department of Health Services ("ADHS") by forfeiting either its marijuana establishment license or non-profit medical marijuana dispensary registration. 1 5) The operation of a recreational marijuana testing facility is prohibited. 6) The commercial cultivation and processing of recreational marijuana as a standalone use is prohibited. D. Facility Security. Medical marijuana dispensaries, cultivation facilities, and infusion facilities, and recreational marijuana establishments shall be located in a-P a fully enclosed locked facility,sue} as a to include only a permanent seeure building (walls and a roof) and not in a cargo container, RV, trailer, or motor vehicle. If a green house is used as a cultivation facility, reasonable measures shall be taken to obscure the visibility of the marijuana plants from outside the building. E. Applications. A CUP application for medical marijuana dispensaries, cultivation facilities or infusion facilities, and recreational marijuana establishments shall include all the information required on the CUP application form and the following supplemental information: 1. Signature and consent on the application form by the property owner of record that he or she is aware the property will be used for medical marijuana dispensing, cultivating or infusion, or recreational marijuana. 2. A copy of the preliminary approval from the ADHS State r,,,n-„-+,., eRt f H alt-1 c„r,,;r„r, ("DHS"), such as a registration certificate, for the nonprofit medical marijuana dispensary, nonprofit medical marijuana dispensary off-site cultivation facility, stand-alone nonprofit medical marijuana infusion facility, or dual licensee and a written assurance that all RanpFafit FRedical marijuana dispensary agents associated with the approved facility shall register with the Apache Junction Police Department upon final approval to operate from ADHS, as well as a copy of said final approval document. 3. Application and all applicable fees paid as required by Apache Junction City Code, Volume I; Chapter 8, Business, and the Apache Junction City Tax Code as amended. 4. A detailed site plan and floor plan for the facility prepared in accordance with Section 1-16-9, and narrative explaining the operation of the facility and hours of operation. F. Conditions of Approval. The conditions of approval which may be considered by the planning and zoning commission in evaluating these requests include the following: 1. Required Spacing Requirements: a. A minimum of 1,320 feet between another medical marijuana dispensary, cultivation facility or infusion facility, or recreational marijuana establishment as measured from nearest building wall to nearest building wall. 2 b. A minimum of 750 feet between a medical marijuana dispensary, cultivation facility,e+infusion facility, or recreational marijuana establishment and any public or private education institution (inclusive of public or private charter schools), library, public park, commercial-zoned day care facility, free-standing church,e-r drug and/or alcohol rehabilitation center, or group home, as measured from nearest building wall of the business to the nearest building wall of the protected use. 2. Operating Requirements: a. Drive-through pickup windows shall not be allowed. Delivery service shall be allowed as per state statute. b. Outdoor seating areas at medical marijuana dispensaries, cultivation facilities or infusion facilities, or recreational medical establishment shall not be allowed. c. A medical marijuana facility or recreational marijuana establishment shall submit a security plan containing the following information: i. Proof that any cultivation and storage of w edieal marijuana will take place in an "enclosed locked facility (with walls and a roof and not a manufactured or factory built building or cargo container)" equipped with locks or other security devices that permit access only by persons authorized to enter pursuant to state and local law. ii. A floor plan that details the security measures required by state law, including an on-site alarm system, video surveillance devices and a single secure entrance. iii. ^ddit; Ral pF9te,.+;9nS, ;f-,n., Explanation, narrative, or protocols against 'marijuana diversion and theft. iv. Provide and continuously update as needed a current list of all persons who are authorized to access the establishment, dispensary, off-site cultivation site or infusion facility. d. On-site consumption of medic-al marijuana and/or marijuana products at a marijuana establishment, dispensary, cultivation facility or infusion facility shall not be allowed. pipes, rell'rrnrg papeF, seree-Rs, yaperizeFs, mills, eeReemrliRg devices, et6., shall be of LJn-,Ith Cnrvmc-p,; mpdmc- Pq@FMjuaRa eard APPI +. h used .,Y I. in eeRjuRe+i . 3 f. The size of facility in terms of square footage, building height or other factors shall be consistent with the character of existing or planned surrounding development. g. Signage that will be visible from the exterior of the facility may be approved by the city if all sign code regulations have been met. The use of the marijuana leaf symbol shall not be allowed on any exterior signage. 3. Other Conditions.The planning and zoning commission may deem it necessary to apply other conditions to conserve and promote the public health, safety, convenience and general welfare, including: a. Compliance with all city-adopted zoning, landscaping, engineering, building, design guidelines, overlay district and/or planned development district requirements. b. The commission shall reserve the right to revoke a CUP for noncompliance with any condition prescribed as part of the permit approval or if the use is demonstrated to be a nuisance or hazard to the neighborhood or community. c. Hours of operation will be addressed through the CUP process. d. Allowing and accommodating unannounced inspections by law enforcement officials at any time the facility is occupied and/or operating, emergency contact information, alarm permit and other items for the reasonable,transparent and safe operation of the facility. 4. Medical Mariivana Patient Home Cultivation. In the event that a qualifying patient residing in the city lives 25 miles or farther from a dispensary, said individual or his or her designated caregiver may cultivate no more than 12 marijuana plants at the place of primary residence (including a manufactured home or a recreational vehicle) of the qualifying patient, with owner's permission, without need to apply for a CUP. However, said individual or his or her designated caregiver shall apply the same types of precautions as above for security, use, documentation and must advise the chief of police of his or her intent to cultivate marijuana at home. At such time as a dispensary is located within 25 miles from the qualifying patient's home, all cultivation of marijuana plants in the home must cease or shall be considered a zoning violation, among other possible local, state and federal law violations. Any change in residence location shall be reported to the chief of police within 30 days. 5. Medical Mariivana Caregiver Home Cultivation. In the event that a designated caregiver whose residence is in the city limits is cultivating marijuana for the qualifying patient or patients in his or her care, and whose qualifying patient or 4 patients in his or her care live 25 miles or farther from a dispensary, said designated caregiver may cultivate no more than 12 marijuana plants per patient at the place of primary residency of the designated caregiver(including a manufactured home or a recreational vehicle), with homeowner's permission, without need to apply for a CUP. However, said designated caregiver shall apply the same types of precautions as above for security, use, documentation and must advise the chief of police of his or her intent to cultivate marijuana at home for the benefit of his or her qualifying patient or patients. At such time as a dispensary is located within 25 miles from the designated caregiver's home, all cultivation of marijuana plants in the home must cease or shall be considered a zoning violation, among other possible local, state and federal law violations. Any change in residence location shall be reported to the chief of police within 30 days 6. Recreational Marijuana Home Cultivation. a. It shall be unlawful for any individual who is at least twenty-one (21)years of age to possess, transport, cultivate or process more than six (6) marijuana plants. b. It shall be unlawful for two or more individuals who are at least twenty-one (21) years of age to possess, transport, cultivate or process more than twelve (12) marijuana plants at the individuals' primary residence. c. Except as provided by A.R.S § 36-2801 et al. and this Section, it shall be unlawful for an individual to otherwise cultivate marijuana in a residential zoning district within Apache Junction. d. Individuals shall not process or manufacture marijuana by means of any liquid or gas other than alcohol, that has a flashpoint below one hundred (100) degrees Fahrenheit. e. Kitchen, bathrooms, and primary bedroom(s) shall be used for their intended use and shall not be used primarily for residential marijuana processing, manufacturing, or cultivation. f. A residence shall not emit dust, fumes, vapors, or odors into the environment and individuals shall ensure that ventilation, air filtration, building and design standards are compatible with adjacent uses and the requirement of adopted building codes of Apache Junction. g. Cultivation shall be limited to a closet, room, greenhouse, or other enclosed area on the grounds of the residence equipped with a lock or other security device that prevents access by minors. h. Cultivation shall take place in an area where the marijuana plants are not visible from public view without using binoculars, aircraft, or other optical aids. 5 i. Cultivation as part of a home based occupation is not allowed. 6 "2021 Amendments to the Apache Junction City Code, Volume II, Land Development Code, Chapter 1 : Zoning Ordinance, Article 1-6 : Supplemental Regulations, § 1-6-12, Medical and Recreational Marijuana" 1-6-12 MEDICAL AND RECREATIONAL MARIJUANA A. Medical Marijuana: 1 . Permit Required. A CUP shall be required for the establishment of nonprofit medical marijuana facilities, including dispensaries, cultivation facilities, and infusion facilities . The requirements of this section, for the establishment of a nonprofit medical marijuana use, may also be accomplished through a planned development ("PD") rezoning process or PD major amendment process . 2 . Number of Facilities Allowed in City. The total number of nonprofit medical marijuana dispensaries, cultivation facilities, and infusion facilities shall be as allowed by state statute for the Apache Junction Community Health Analysis Area ("CHAA") . (See A.R. S . Title 36, Chapter 28 . 1 Arizona Medical Marijuana Act, for definitions and statutes pertaining to medical marijuana. ) 3 . Allowed Zoning Districts . a) Location of nonprofit medical marijuana dispensaries shall be allowed in the city' s B-1, B-2, B-4 and B-5 zoning districts . b) Location of a cultivation facility and/or a stand-alone nonprofit medical marijuana infusion facility which serves one or more nonprofit medical marijuana dispensaries shall be limited to the city' s B-5 zoning district. c) An existing medical marijuana facility that has received CUP a eenelitienal ase i i=f i} approval from the city prior to the effective date of this ordinance, shall be allowed to continue operating at the approved location, regardless of any newly defined spacing requirements; and as long as said operation remains in strict accordance with the conditions of approval of said facility, or as 1 may otherwise be approved by a CUP amendment or renewal . 4 . An existing medical marijuana establishment that intends to become a dual licensee to sell recreational marijuana shall present proof of dual licensee status to the city' s business license office; and a) Is permitted by the State of Arizona to operate both a nonprofit medical marijuana dispensary and a marijuana establishment at a shared location; and b) Has not terminated its status as a dual licensee with the Arizona Department of Health Services ("ADHS") by forfeiting either its marijuana establishment license or non-profit medical marijuana dispensary registration. 5 . Facility Security. Medical marijuana dispensaries, cultivation facilities, and infusion facilities shall be located in a-n a fully enclosed locked facility, s,aeh as a to include only a permanents building (walls and a roof) and not in a cargo container, RV, trailer, or motor vehicle . If a green house is used as a cultivation facility, reasonable measures shall be taken to obscure the visibility of the marijuana plants from outside the building. 6 . Applications . A CUP application for medical marijuana dispensaries, cultivation facilities or infusion facilities shall include all the information required on the CUP application form and the following supplemental information: a) Signature and consent on the application form by the property owner of record that he or she is aware the property will be used for medical marijuana dispensing, cultivating or infusion. b) A copy of the preliminary approval from the ADHS State Department- efHIalt-h Ser (" uS" , such as a registration certificate, for the nonprofit medical marijuana dispensary, nonprofit medical marijuana dispensary off-site cultivation facility or stand-alone nonprofit medical 2 marijuana infusion facility, or dual licensee and a written assurance that all nonprofit medical marijuana dispensary agents associated with the approved facility shall register with the Apache Junction Police Department upon final approval to operate from ADHS, as well as a copy of said final approval document. c) Application and all applicable fees paid as required by Apache Junction City Code, Volume I; Chapter 8, Business, and the Apache Junction City Tax Code as amended. d) A detailed site plan and floor plan for the facility prepared in accordance with Section 1- 16-9, and narrative explaining the operation of the facility and hours of operation. 7 . Conditions of Approval . The conditions of approval which may be considered by the planning and zoning commission in evaluating these requests include the following: a) Required Spacing Requirements : i . A minimum of 1, 320 feet between another dispensary, cultivation facility or infusion facility, as measured from nearest building wall to nearest building wall . ii . A minimum of 750 feet between a dispensary, cultivation facility or infusion facility and any public or private education institution (inclusive of public or private charter schools) , library, public park, commercial-zoned day care facility, free- standing church, e-r- drug and/or alcohol rehabilitation center, or group home, as measured from nearest building wall of the business to the nearest building wall of the protected use . 8 . Operating Requirements : a) Drive-through pickup windows shall not be allowed. Delivery service shall be allowed as per state statute . 3 b) Outdoor seating areas at dispensaries, cultivation facilities or infusion facilities shall not be allowed. c) A medical marijuana facility shall submit a security plan containing the following information: i . Proof that any cultivation and storage of medical marijuana will take place in an "enclosed locked facility (with walls and a roof and not a manufactured or factory built building or cargo container) " equipped with locks or other security devices that permit access only by persons authorized to enter pursuant to state and local law. ii . A floor plan that details the security measures required by state law, including an on-site alarm system, video surveillance devices and a single secure entrance . iii . Additi-enal preteeti-e^,s;if any, Explanation, narrative, or protocols against medical marijuana diversion and theft. iv. Provide and continuously update as needed a current list of all persons who are authorized to access the dispensary, off- site cultivation site or infusion facility. d) On-site consumption of medical marijuana at a dispensary, cultivation facility or infusion facility shall not be allowed. rsLaeiiaspipes, wat-er pipes, r=ell1nff paperr- se e -_=r -.awn��`� __ S, llS, _ _ _ __'_l-"�J �_r_e-.4TT eshall b� re-sure-fite selling _"_ly Dew ref Healt-h Ser-.-iees med-4 =,gym--=�=-ana e-ard and lee ased enly in eenjianetienwith a pi�ysrieianr s e-ertifreat-ien er ice eeffffftenelatcien. eekbeeks--and -edaea#= a#=erialms are ---- 4ed from this pre - isien_ 4 f) The size of facility in terms of square footage, building height or other factors shall be consistent with the character of existing or planned surrounding development. g) Signage that will be visible from the exterior of the facility may be approved by the city if all sign code regulations have been met. The use of the marijuana leaf symbol shall not be allowed on any exterior signage . 9 . Other Conditions . The planning and zoning commission may deem it necessary to apply other conditions to conserve and promote the public health, safety, convenience and general welfare, including: a) Compliance with all city-adopted zoning, landscaping, engineering, building, design guidelines, overlay district and/or planned development district requirements . b) The commission shall reserve the right to revoke a CUP for noncompliance with any condition prescribed as part of the permit approval or if the use is demonstrated to be a nuisance or hazard to the neighborhood or community. c) Hours of operation will be addressed through the CUP process . d) Allowing and accommodating unannounced inspections by law enforcement officials at any time the facility is occupied and/or operating, emergency contact information, alarm permit and other items for the reasonable, transparent and safe operation of the facility. 10 . Medical Marijuana Patient Home Cultivation. In the event that a qualifying patient residing in the city lives 25 miles or farther from a dispensary, said individual or his or her designated caregiver may cultivate no more than 12 marijuana plants at the place of primary residence (including a manufactured home or a recreational vehicle) of the qualifying patient, with owner' s permission, without need to apply for a CUP. However, said individual or his or her designated caregiver shall apply the same types of 5 precautions as above for security, use, documentation and must advise the chief of police of his or her intent to cultivate marijuana at home. At such time as a dispensary is located within 25 miles from the qualifying patient' s home, all cultivation of marijuana plants in the home must cease or shall be considered a zoning violation, among other possible local, state and federal law violations . Any change in residence location shall be reported to the chief of police within 30 days. 11 . Medical Marijuana Caregiver Home Cultivation. In the event that a designated caregiver whose residence is in the city limits is cultivating marijuana for the qualifying patient or patients in his or her care, and whose qualifying patient or patients in his or her care live 25 miles or farther from a dispensary, said designated caregiver may cultivate no more than 12 marijuana plants per patient at the place of primary residency of the designated caregiver (including a manufactured home or a recreational vehicle) , with homeowner' s permission, without need to apply for a CUP. However, said designated caregiver shall apply the same types of precautions as above for security, use, documentation and must advise the chief of police of his or her intent to cultivate marijuana at home for the benefit of his or her qualifying patient or patients . At such time as a dispensary is located within 25 miles from the qualified patient or patients home, all cultivation of marijuana plants in the home must cease or shall be considered a zoning violation, among other possible local, state and federal law violations. Any change in residence location shall be reported to the chief of police within 30 days. B. Recreational Marijuana 1 . All provisions in this section are pursuant to A.R. S . Title 36, Chapter 28 . 2 Responsible Adult Use of Marijuana. 2 . Permit Required. A CUP shall be required for the establishment of recreational marijuana establishments . The requirements of this section, for the establishment of a marijuana use, may also be accomplished through a planned development ("PD") rezoning process or PD major amendment process . 6 3 . Allowed Zoning Districts . Location of marijuana establishments shall be allowed in the city' s B-1, B- 2, B-3 and B-4 zoning districts . 4 . Facility Security. Recreational marijuana establishments shall be located in a fully enclosed locked facility, to include only a permanent building (walls and a roof) and not in a cargo container, RV, trailer, or motor vehicle . 5 . Applications . A CUP application for recreational marijuana establishments shall include all the information required on the CUP application form and the following supplemental information: a) Signature and consent on the application form by the property owner of record that he or she is aware the property will be used for a recreational marijuana establishment. b) A copy of the preliminary approval from the Arizona Department of Health Services ("ADHS") , such as a registration certificate, for a marijuana establishment, and a written assurance that all marijuana establishment agents associated with the approved facility shall register with the Apache Junction Police Department upon final approval to operate from ADHS, as well as a copy of said final approval document. c) Application and all applicable fees paid as required by Apache Junction City Code, Volume I; Chapter 8, Business, and the Apache Junction City Tax Code as amended. d) A detailed site plan and floor plan for the facility prepared in accordance with Section 1- 16-9, and narrative explaining the operation of the facility and hours of operation. 6 . Conditions of Approval . The conditions of approval which may be considered by the planning and zoning 7 commission in evaluating these requests include the following: a) Required Spacing Requirements : i . A minimum of 1, 320 feet between another medical marijuana use (inclusive of dual licensee facilities) or recreational marijuana establishment as measured from nearest building wall to nearest building wall . ii . A minimum of 750 feet between another medical marijuana use (inclusive of dual licensee facilities) or recreational marijuana establishment and any public or private education institution (inclusive of public and private charter schools) , library, public park, commercial-zoned day care facility, free-standing church, drug and/or alcohol rehabilitation center, or group home as measured from nearest building wall of the business to the nearest building wall of the protected use . 7 . Operating Requirements : a) Drive-through pickup windows shall not be allowed, but delivery service shall be allowed as per state statute . b) Outdoor seating areas at recreational establishments shall not be allowed. c) A recreational marijuana facility shall submit a security plan containing the following information: i . Proof that any cultivation and storage of marijuana will take place in an "enclosed, locked facility (with walls and a roof and not a manufactured or factory built building or cargo container) " equipped with locks or other security devices that permit access only by persons authorized to enter pursuant to state and local law. 8 ii . A floor plan that details the security measures required by state law, including an on-site alarm system, video surveillance devices and a single secure entrance . iii . Explanation, narrative, or protocols against marijuana diversion and theft. iv. Provide and continuously update as needed a current list of all persons who are authorized to access the establishment. d) On-site consumption of marijuana establishment shall not be allowed. e) The size of facility in terms of square footage, building height or other factors shall be consistent with the character of existing or planned surrounding development. f) Signage that will be visible from the exterior of the facility may be approved by the city if all sign code regulations have been met. The use of the marijuana leaf symbol shall not be allowed on any exterior signage . 8 . Other Conditions . The planning and zoning commission may deem it necessary to apply other conditions to conserve and promote the public health, safety, convenience and general welfare, including: a) Compliance with all city-adopted zoning, landscaping, engineering, building, design guidelines, overlay district and/or planned development district requirements . b) The commission shall reserve the right to revoke a CUP for noncompliance with any condition prescribed as part of the permit approval or if the use is demonstrated to be a nuisance or hazard to the neighborhood or community. c) Hours of operation will be addressed through the CUP process . 9 d) Allowing and accommodating unannounced inspections by law enforcement officials at any time the facility is occupied and/or operating, emergency contact information, alarm permit and other items for the reasonable, transparent and safe operation of the facility. 9 . The operation of a recreational marijuana testing facility is prohibited. 1O . The commercial cultivation and processing of recreational marijuana as a standalone use is prohibited. ll . Home Cultivation. a) It shall be unlawful for any individual who is at least twenty-one (21) years of age to possess, transport, cultivate or process more than six (6) marijuana plants . b) It shall be unlawful for two or more individuals who are at least twenty-one (21) years of age to possess, transport, cultivate or process more than twelve (12) marijuana plants at the individuals' primary residence . c) Except as provided by A.R. S §36-2801 et al . and this Section, it shall be unlawful for an individual to otherwise cultivate marijuana in a residential zoning district within Apache Junction. d) Individuals shall not process or manufacture marijuana by means of any liquid or gas other than alcohol, that has a flashpoint below one hundred (100) degrees Fahrenheit. e) Kitchen, bathrooms, and primary bedroom(s) shall be used for their intended use and shall not be used primarily for residential marijuana processing, manufacturing, or cultivation. f) A residence shall not emit dust, fumes, vapors, or odors into the environment and individuals shall ensure that ventilation, air filtration, 10 building and design standards are compatible with adjacent uses and the requirement of adopted building codes of Apache Junction. g) Cultivation shall be limited to a closet, room, greenhouse, or other enclosed area on the grounds of the residence equipped with a lock or other security device that prevents access by minors . h) Cultivation shall take place in an area where the marijuana plants are not visible from public view without using binoculars, aircraft, or other optical aids . i) Cultivation as part of a home based occupation is not allowed. 11 O� p,PACHE�Gti _71y= City of Apache Junction qR/ZONP' Development Services Department PLANNING AND ZONING COMMISSION PUBLIC HEARING STAFF REPORT DATE : March 23, 2021 CASE NUMBER: AM-1-20 REQUEST: Presentation, discussion and consideration on proposed Text Amendment to the Apache Junction City Code, Volume II, Land Development Code, Chapter 1 : Zoning Ordinance, Article 1-6 : Supplemental Regulations, Section 1-6-12, Medical Marijuana; Section 1-5-3 Non-Residential Use Regulations; and Article 1-17 : Definitions . BACKGROUND On November 3, 2020, as part of the general election, the voters of Arizona passed the "Smart and Safe Arizona Act", a citizen initiative......" relating to the responsible adult use, regulation and taxation of marijuana", also referred to as recreational marijuana. On December 1, 2020, the City Council directed Planning Staff to amend the Zoning Text that addresses the medical marijuna criteria to include recreational marijuana, as follows : "Councilmember Rizzi moved, seconded by Mayor Serdy to direct staff to allow existing dispensaries to become dual licensees : require CUP amendment process, operate under the same rules as existing dispensaries, allow recreational marijuana sales too, but no cultivation or processing, allow medical marijuana to convert to recreational marijuana through CUP amendment, the code to still allow for medical marijuana cultivation and infusion kitchens . Councilmember Evans motioned to add on to Councilmember Rizzi ' s motion that marijuana be treated like retail and liquor stores in the B-1, B-2 and B-3 zones . " At a work session on February 23, 2021, the Planning and Zoning Commission was presented with two text change options regarding "Medical Marijuana Text Amendments"Case AM-1-20 March 23,2021 Planning and Zoning Commission Staff Report the integration of recreational marijuana into the existing medical marijuana regulations . Version 1 allowed dual licensee facilities with the city, but did not allow new standalone recreational marijuana establishments or recreational marijuana testing facilities . Version 2 allowed standalone recreational marijuana establishments in the B-1, B-2 and B-3 zoning district, did not allow recreational marijuana testing facilities, and imposed the same regulations as existing medical marijuana dispensaries . The Planning and Zoning Commission recommended that staff move forward with Version 2, provided that recreational marijuana establishments were treated the same as existing medical marijuana dispensaries, including the spacing requirements . PROPOSAL The draft amendments are being presented to the planning and zoning commission for their recommendation to the city council . The proposed text amendment is case AM-1-20, a request to amend the medical marijuana regulations to include recreational marijuana. Revised Section 1-6-12 Medical and Recreational Marijuana: - Medical Marijuana Criteria: o All regulations for medical marijuana facilities are to remain the same . Minor text changes have been made for clarification. o The addition of regulations surrounding dual licensees has been added to the medical marijuana regulations . - Recreational Marijuana Criteria: o Recreational marijuana establishments will be treated in the same manner as medical marijuana facilities . o Regulations include the home cultivation of recreational marijuana for individuals 21 years of age or older. Section 1-5-2 Non-Residential Use Regulations - Table 1-5-2 will be revised to include provisions regarding recreational marijuana. "Medical Marijuana Text Amendments"Case AM-1-20 March 23,2021 Planning and Zoning Commission Staff Report Article 1-17 : Definitions - Definitions within this article will be revised to reflect the words and phrases that are described in the newly amended medical and recreational marijuana regulations . PLANNING DIVISION RECOMMENDATION Planning staff recommends approval of the proposed text amendment and offers the following recommended motion to update the Apache Junction City Code, Volume II, Land Development Code, Chapter 1 : Zoning Ordinance, Article 1-6 : Supplemental Regulations, Section 1-6-12, Medical Marijuana, Section 1-5-3 Non-Residential Use Regulations, and Article 1-17 : Definitions to include regulations regarding recreational marijuana. RECOMMENDED MOTION I move that the Planning and Zoning Commission recommend to the Apache Junction City Council the (APPROVAL/DENIAL) of text amendment case AM-1-20, an amendment to the Apache Junction City Code, Volume II, Land Development Code, Chapter 1 : Zoning Ordinance, Article 1-6 : Supplemental Regulations, Section 1-6- 12, Medical Marijuana; Section 1-5-3 Non-Residential Use Regulations; and Article 1-17 : Definitions described in the attached text exhibits dated March 17, 2021 . K.el,se� �c�attw�l� Prepared by Kelsey Schattnik Planner Attachments: Exhibit #1 - Revised Medical Marijuana Ordinance ("Clean" Version 2) (March 17, 2021) Exhibit #2 - Revised Medical Marijuana Ordinance ("Marked-up" Version 2) (March 17, 2021) Exhibit #3 - Revised Section 1-5-3 Non-Residential Use Regulations and Article 1-17 Definitions (March 17, 2021) Exhibit #4 - Revised Medical Marijuana Ordinance (Version 1)_ (Presented to Planning and Zoning Commission on February 23, 2021) "Medical Marijuana Text Amendments"Case AM-1-20 March 23,2021 Planning and Zoning Commission Staff Report CITY OF APACHE JUNCTION MARIJUANA REGULATIONS (Version 2) March 17, 2021 1-6-12 MEDICAL AND RECREATIONAL MARIJUANA A. Medical Marijuana: 1. Permit Required. A CUP shall be required for the establishment of nonprofit medical marijuana facilities, including dispensaries, cultivation facilities, and infusion facilities. The requirements of this section, for the establishment of a nonprofit medical marijuana use, may also be accomplished through a planned development ("PD") rezoning process or PD major amendment process. 2. Number of Facilities Allowed in City.The total number of nonprofit medical marijuana dispensaries, cultivation facilities, and infusion facilities shall be as allowed by state statute for the Apache Junction Community Health Analysis Area ("CHAA"). (See A.R.S. Title 36, Chapter 28.1 Arizona Medical Marijuana Act, for definitions and statutes pertaining to medical marijuana.) 3. Allowed Zoning Districts. a) Location of nonprofit medical marijuana dispensaries shall be allowed in the city's B-1, B-2, B-4 and B-5 zoning districts. b) Location of a cultivation facility and/or a stand-alone nonprofit medical marijuana infusion facility which serves one or more nonprofit medical marijuana dispensaries shall be limited to the city's B-5 zoning district. c) An existing medical marijuana facility that has received CUP approval from the city prior to the effective date of this ordinance, shall be allowed to continue operating at the approved location, regardless of any newly defined spacing requirements; and as long as said operation remains in strict accordance with the conditions of approval of said facility, or as may otherwise be approved by a CUP amendment or renewal. 4. An existing medical marijuana establishment that intends to become a dual licensee to sell recreational marijuana shall present proof of dual licensee status to the city's business license office; and a) Is permitted by the State of Arizona to operate both a nonprofit medical marijuana dispensary and a marijuana establishment at a shared location; and 1 b) Has not terminated its status as a dual licensee with the Arizona Department of Health Services ("ADHS") by forfeiting either its marijuana establishment license or non-profit medical marijuana dispensary registration. 5. Facility Security. Medical marijuana dispensaries, cultivation facilities, and infusion facilities shall be located in a fully enclosed locked facility, to include only a permanent building (walls and a roof) and not in a cargo container, RV,trailer, or motor vehicle. If a green house is used as a cultivation facility, reasonable measures shall be taken to obscure the visibility of the marijuana plants from outside the building. 6. Applications. A CUP application for medical marijuana dispensaries, cultivation facilities or infusion facilities shall include all the information required on the CUP application form and the following supplemental information: a) Signature and consent on the application form by the property owner of record that he or she is aware the property will be used for medical marijuana dispensing, cultivating or infusion. b) A copy of the preliminary approval from the ADHS, such as a registration certificate, for the nonprofit medical marijuana dispensary, nonprofit medical marijuana dispensary off-site cultivation facility or stand-alone nonprofit medical marijuana infusion facility, or dual licensee and a written assurance that all nonprofit medical marijuana dispensary agents associated with the approved facility shall register with the Apache Junction Police Department upon final approval to operate from ADHS, as well as a copy of said final approval document. c) Application and all applicable fees paid as required by Apache Junction City Code, Volume I; Chapter 8, Business, and the Apache Junction City Tax Code as amended. d) A detailed site plan and floor plan for the facility prepared in accordance with Section 1-16-9, and narrative explaining the operation of the facility and hours of operation. 7. Conditions of Approval. The conditions of approval which may be considered by the planning and zoning commission in evaluating these requests include the following: a) Required Spacing Requirements: i. A minimum of 1,320 feet between another dispensary, cultivation facility or infusion facility, as measured from nearest building wall to nearest building wall. 2 ii. A minimum of 750 feet between a dispensary, cultivation facility or infusion facility and any public or private education institution (inclusive of public or private charter schools), library, public park, commercial-zoned day care facility, free-standing church, drug and/or alcohol rehabilitation center, or group home, as measured from nearest building wall of the business to the nearest building wall of the protected use. 8. Operating Requirements: a) Drive-through pickup windows shall not be allowed. Delivery service shall be allowed as per state statute. b) Outdoor seating areas at dispensaries, cultivation facilities or infusion facilities shall not be allowed. c) A medical marijuana facility shall submit a security plan containing the following information: i. Proof that any cultivation and storage of medical marijuana will take place in an "enclosed locked facility (with walls and a roof and not a manufactured or factory built building or cargo container)" equipped with locks or other security devices that permit access only by persons authorized to enter pursuant to state and local law. ii. A floor plan that details the security measures required by state law, including an on-site alarm system, video surveillance devices and a single secure entrance. iii. Explanation, narrative, or protocols against medical marijuana diversion and theft. iv. Provide and continuously update as needed a current list of all persons who are authorized to access the dispensary, off-site cultivation site or infusion facility. d) On-site consumption of medical marijuana at a dispensary, cultivation facility or infusion facility shall not be allowed. e) The size of facility in terms of square footage, building height or other factors shall be consistent with the character of existing or planned surrounding development. f) Signage that will be visible from the exterior of the facility may be approved by the city if all sign code regulations have been met. The use of the marijuana leaf symbol shall not be allowed on any exterior signage. 3 9. Other Conditions. The planning and zoning commission may deem it necessary to apply other conditions to conserve and promote the public health, safety, convenience and general welfare, including: a) Compliance with all city-adopted zoning, landscaping, engineering, building, design guidelines, overlay district and/or planned development district requirements. b) The commission shall reserve the right to revoke a CUP for noncompliance with any condition prescribed as part of the permit approval or if the use is demonstrated to be a nuisance or hazard to the neighborhood or community. c) Hours of operation will be addressed through the CUP process. d) Allowing and accommodating unannounced inspections by law enforcement officials at any time the facility is occupied and/or operating, emergency contact information, alarm permit and other items for the reasonable, transparent and safe operation of the facility. 3. Medical Marijuana Patient Home Cultivation. In the event that a qualifying patient residing in the city lives 25 miles or farther from a dispensary, said individual or his or her designated caregiver may cultivate no more than 12 marijuana plants at the place of primary residence (including a manufactured home or a recreational vehicle) of the qualifying patient, with owner's permission, without need to apply for a CUP. However, said individual or his or her designated caregiver shall apply the same types of precautions as above for security, use, documentation and must advise the chief of police of his or her intent to cultivate marijuana at home. At such time as a dispensary is located within 25 miles from the qualifying patient's home, all cultivation of marijuana plants in the home must cease or shall be considered a zoning violation, among other possible local, state and federal law violations. Any change in residence location shall be reported to the chief of police within 30 days. 4. Medical Marijuana Caregiver Home Cultivation. In the event that a designated caregiver whose residence is in the city limits is cultivating marijuana for the qualifying patient or patients in his or her care, and whose qualifying patient or patients in his or her care live 25 miles or farther from a dispensary, said designated caregiver may cultivate no more than 12 marijuana plants per patient at the place of primary residency of the designated caregiver (including a manufactured home or a recreational vehicle), with homeowner's permission, without need to apply for a CUP. However, said designated caregiver shall apply the same types of precautions as above for security, use, documentation and must advise the chief of police of his or her intent to cultivate marijuana at home for the benefit of his or her qualifying patient or patients. At such time as a dispensary is located within 25 miles from the 4 designated caregiver's home, all cultivation of marijuana plants in the home must cease or shall be considered a zoning violation, among other possible local, state and federal law violations. Any change in residence location shall be reported to the chief of police within 30 days. B. Recreational Marijuana 1. All provisions in this section are pursuant to A.R.S.Title 36, Chapter 28.2 Responsible Adult Use of Marijuana. 2. Permit Required.A CUP shall be required for the establishment of recreational marijuana establishments. The requirements of this section, for the establishment of a marijuana use, may also be accomplished through a planned development ("PD") rezoning process or PD major amendment process. 3. Allowed Zoning Districts. Location of marijuana establishments shall be allowed in the city's B-1, B-2, B-3 and B-4 zoning districts. 4. Facility Security. Recreational marijuana establishments shall be located in a fully enclosed locked facility, to include only a permanent building (walls and a roof) and not in a cargo container, RV, trailer, or motor vehicle. 5. Applications. A CUP application for recreational marijuana establishments shall include all the information required on the CUP application form and the following supplemental information: a) Signature and consent on the application form by the property owner of record that he or she is aware the property will be used for a recreational marijuana establishment. b) A copy of the preliminary approval from the Arizona Department of Health Services ("ADHS"), such as a registration certificate, for a marijuana establishment, and a written assurance that all marijuana establishment agents associated with the approved facility shall register with the Apache Junction Police Department upon final approval to operate from ADHS, as well as a copy of said final approval document. c) Application and all applicable fees paid as required by Apache Junction City Code, Volume I; Chapter 8, Business, and the Apache Junction City Tax Code as amended. d) A detailed site plan and floor plan for the facility prepared in accordance with Section 1-16-9, and narrative explaining the operation of the facility and hours of operation. 5 6. Conditions of Approval. The conditions of approval which may be considered by the planning and zoning commission in evaluating these requests include the following: a) Required Spacing Requirements: i. A minimum of 1,320 feet between another medical marijuana use (inclusive of dual licensee facilities) or recreational marijuana establishment as measured from nearest building wall to nearest building wall. ii. A minimum of 750 feet between another medical marijuana use (inclusive of dual licensee facilities) or recreational marijuana establishment and any public or private education institution (inclusive of public and private charter schools), library, public park, commercial-zoned day care facility, free-standing church, drug and/or alcohol rehabilitation center, or group home as measured from nearest building wall of the business to the nearest building wall of the protected use. 7. Operating Requirements: a) Drive-through pickup windows shall not be allowed, but delivery service shall be allowed as per state statute. b) Outdoor seating areas at recreational establishments shall not be allowed. c) A recreational marijuana facility shall submit a security plan containing the following information: i. Proof that any cultivation and storage of marijuana will take place in an "enclosed, locked facility (with walls and a roof and not a manufactured or factory built building or cargo container)" equipped with locks or other security devices that permit access only by persons authorized to enter pursuant to state and local law. ii. A floor plan that details the security measures required by state law, including an on-site alarm system, video surveillance devices and a single secure entrance. iii. Explanation, narrative, or protocols against marijuana diversion and theft. iv. Provide and continuously update as needed a current list of all persons who are authorized to access the establishment. d) On-site consumption of marijuana establishment shall not be allowed. 6 e) The size of facility in terms of square footage, building height or other factors shall be consistent with the character of existing or planned surrounding development. f) Signage that will be visible from the exterior of the facility may be approved by the city if all sign code regulations have been met. The use of the marijuana leaf symbol shall not be allowed on any exterior signage. 8. Other Conditions. The planning and zoning commission may deem it necessary to apply other conditions to conserve and promote the public health, safety, convenience and general welfare, including: a) Compliance with all city-adopted zoning, landscaping, engineering, building, design guidelines, overlay district and/or planned development district requirements. b) The commission shall reserve the right to revoke a CUP for noncompliance with any condition prescribed as part of the permit approval or if the use is demonstrated to be a nuisance or hazard to the neighborhood or community. c) Hours of operation will be addressed through the CUP process. d) Allowing and accommodating unannounced inspections by law enforcement officials at any time the facility is occupied and/or operating, emergency contact information, alarm permit and other items for the reasonable, transparent and safe operation of the facility. 9. The operation of a recreational marijuana testing facility is prohibited. 10. The commercial cultivation and processing of recreational marijuana as a standalone use is prohibited. 11. Home Cultivation. a) It shall be unlawful for any individual who is at least twenty-one (21)years of age to possess, transport, cultivate or process more than six (6) marijuana plants. b) It shall be unlawful for two or more individuals who are at least twenty-one (21) years of age to possess, transport, cultivate or process more than twelve (12) marijuana plants at the individuals' primary residence. 7 c) Except as provided by A.R.S §36-2801 et al. and this Section, it shall be unlawful for an individual to otherwise cultivate marijuana in a residential zoning district within Apache Junction. d) Individuals shall not process or manufacture marijuana by means of any liquid or gas other than alcohol, that has a flashpoint below one hundred (100) degrees Fahrenheit. e) Kitchen, bathrooms, and primary bedroom(s) shall be used for their intended use and shall not be used primarily for residential marijuana processing, manufacturing, or cultivation. f) A residence shall not emit dust, fumes, vapors, or odors into the environment and individuals shall ensure that ventilation, air filtration, building and design standards are compatible with adjacent uses and the requirement of adopted building codes of Apache Junction. g) Cultivation shall be limited to a closet, room, greenhouse, or other enclosed area on the grounds of the residence equipped with a lock or other security device that prevents access by minors. h) Cultivation shall take place in an area where the marijuana plants are not visible from public view without using binoculars, aircraft, or other optical aids. i) Cultivation as part of a home based occupation is not allowed. 8 CITY OF APACHE JUNCTION MARIJUANA REGULATIONS (Version 2) March 17, 2021 1-6-12 MEDICAL AND RECREATIONAL MARIJUANA A. Medical Marijuana: 1. Permit Required. A CUP shall be required for the establishment of nonprofit medical marijuana facilities, including dispensaries, cultivation facilities, and infusion facilities. The requirements of this section, for the establishment of a nonprofit medical marijuana use, may also be accomplished through a planned development ("PD") rezoning process or PD major amendment process. 2. Number of Facilities Allowed in City.The total number of nonprofit medical marijuana dispensaries, cultivation facilities, and infusion facilities shall be as allowed by state statute for the Apache Junction Community Health Analysis Area ("CHAA"). (See A.R.S. Title 36, Chapter 28.1 Arizona Medical Marijuana Act, for definitions and statutes pertaining to medical marijuana.) 3. Allowed Zoning Districts. a) Location of nonprofit medical marijuana dispensaries shall be allowed in the city's B-1, B-2, B-4 and B-5 zoning districts. b) Location of a cultivation facility and/or a stand-alone nonprofit medical marijuana infusion facility which serves one or more nonprofit medical marijuana dispensaries shall be limited to the city's B-5 zoning district. c) An existing medical marijuana facility that has received CUP A eenditiepal use-peprn+t approval from the city prior to the effective date of this ordinance, shall be allowed to continue operating at the approved location, regardless of any newly defined spacing requirements; and as long as said operation remains in strict accordance with the conditions of approval of said facility, or as may otherwise be approved by a CUP amendment or renewal. 4. An existing medical marijuana establishment that intends to become a dual licensee to sell recreational marijuana shall present proof of dual licensee status to the city's business license office; and a) Is permitted by the State of Arizona to operate both a nonprofit medical marijuana dispensary and a marijuana establishment at a shared location; and 1 b) Has not terminated its status as a dual licensee with the Arizona Department of Health Services ("ADHS") by forfeiting either its marijuana establishment license or non-profit medical marijuana dispensary registration. 5. Facility Security. Medical marijuana dispensaries, cultivation facilities, and infusion facilities shall be located in aR a fully enclosed locked facility, s,wh-as A to include only a permanent seGure building (walls and a roof) and not in a cargo container, RV, trailer, or motor vehicle. If a green house is used as a cultivation facility, reasonable measures shall be taken to obscure the visibility of the marijuana plants from outside the building. 6. Applications. A CUP application for medical marijuana dispensaries, cultivation facilities or infusion facilities shall include all the information required on the CUP application form and the following supplemental information: a) Signature and consent on the application form by the property owner of record that he or she is aware the property will be used for medical marijuana dispensing, cultivating or infusion. b) A copy of the preliminary approval from the ADHS State r,epaF+,.,.,eRt„f u„-,i+H c„r„„es ("nuc"), such as a registration certificate, for the nonprofit medical marijuana dispensary, nonprofit medical marijuana dispensary off- site cultivation facility or stand-alone nonprofit medical marijuana infusion facility, or dual licensee and a written assurance that all nonprofit medical marijuana dispensary agents associated with the approved facility shall register with the Apache Junction Police Department upon final approval to operate from ADHS, as well as a copy of said final approval document. c) Application and all applicable fees paid as required by Apache Junction City Code, Volume I; Chapter 8, Business, and the Apache Junction City Tax Code as amended. d) A detailed site plan and floor plan for the facility prepared in accordance with Section 1-16-9, and narrative explaining the operation of the facility and hours of operation. 7. Conditions of Approval. The conditions of approval which may be considered by the planning and zoning commission in evaluating these requests include the following: a) Required Spacing Requirements: i. A minimum of 1,320 feet between another dispensary, cultivation facility or infusion facility, as measured from nearest building wall to nearest building wall. 2 ii. A minimum of 750 feet between a dispensary, cultivation facility or infusion facility and any public or private education institution (inclusive of public or private charter schools), library, public park, commercial-zoned day care facility, free-standing church,of drug and/or alcohol rehabilitation center, or group home, as measured from nearest building wall of the business to the nearest building wall of the protected use. 8. Operating Requirements: a) Drive-through pickup windows shall not be allowed. Delivery service shall be allowed as per state statute. b) Outdoor seating areas at dispensaries, cultivation facilities or infusion facilities shall not be allowed. c) A medical marijuana facility shall submit a security plan containing the following information: i. Proof that any cultivation and storage of medical marijuana will take place in an "enclosed locked facility (with walls and a roof and not a manufactured or factory built building or cargo container)" equipped with locks or other security devices that permit access only by persons authorized to enter pursuant to state and local law. ii. A floor plan that details the security measures required by state law, including an on-site alarm system, video surveillance devices and a single secure entrance. iii. Additional ^r^teGti^^S if-,n,,, Explanation, narrative, or protocols against medical marijuana diversion and theft. iv. Provide and continuously update as needed a current list of all persons who are authorized to access the dispensary, off-site cultivation site or infusion facility. d) On-site consumption of medical marijuana at a dispensary, cultivation facility or infusion facility shall not be allowed. c4 DispensaFies selling maFijuana related pFeduGts suel; as pipes, wateF popes, Felling paper, screens, ,+zers, molls, ceneealiRg devices, ets., shall he . stri.-te d to selling GRIY W patie RtS displaying the r ed ArilE)na D paFt., ent .,f Health See.P.i--es, .v edir-,Imarijuana and and to he used only Ge-e-kh. eke, - n.J ed ccatie-Ral r, ate,ria'S aFe epted fr.,m this n 3 f) The size of facility in terms of square footage, building height or other factors shall be consistent with the character of existing or planned surrounding development. g) Signage that will be visible from the exterior of the facility may be approved by the city if all sign code regulations have been met. The use of the marijuana leaf symbol shall not be allowed on any exterior signage. 9. Other Conditions. The planning and zoning commission may deem it necessary to apply other conditions to conserve and promote the public health, safety, convenience and general welfare, including: a) Compliance with all city-adopted zoning, landscaping, engineering, building, design guidelines, overlay district and/or planned development district requirements. b) The commission shall reserve the right to revoke a CUP for noncompliance with any condition prescribed as part of the permit approval or if the use is demonstrated to be a nuisance or hazard to the neighborhood or community. c) Hours of operation will be addressed through the CUP process. d) Allowing and accommodating unannounced inspections by law enforcement officials at any time the facility is occupied and/or operating, emergency contact information, alarm permit and other items for the reasonable, transparent and safe operation of the facility. 3. Medical Marijuana Patient Home Cultivation. In the event that a qualifying patient residing in the city lives 25 miles or farther from a dispensary, said individual or his or her designated caregiver may cultivate no more than 12 marijuana plants at the place of primary residence (including a manufactured home or a recreational vehicle) of the qualifying patient, with owner's permission, without need to apply for a CUP. However, said individual or his or her designated caregiver shall apply the same types of precautions as above for security, use, documentation and must advise the chief of police of his or her intent to cultivate marijuana at home. At such time as a dispensary is located within 25 miles from the qualifying patient's home, all cultivation of marijuana plants in the home must cease or shall be considered a zoning violation, among other possible local, state and federal law violations. Any change in residence location shall be reported to the chief of police within 30 days. 4. Medical Marijuana Caregiver Home Cultivation. In the event that a designated caregiver whose residence is in the city limits is cultivating marijuana for the qualifying patient or patients in his or her care, and whose qualifying patient or 4 patients in his or her care live 25 miles or farther from a dispensary, said designated caregiver may cultivate no more than 12 marijuana plants per patient at the place of primary residency of the designated caregiver (including a manufactured home or a recreational vehicle), with homeowner's permission, without need to apply for a CUP. However, said designated caregiver shall apply the same types of precautions as above for security, use, documentation and must advise the chief of police of his or her intent to cultivate marijuana at home for the benefit of his or her qualifying patient or patients. At such time as a dispensary is located within 25 miles from the designated caregiver's home, all cultivation of marijuana plants in the home must cease or shall be considered a zoning violation, among other possible local, state and federal law violations. Any change in residence location shall be reported to the chief of police within 30 days. B. Recreational Marijuana 1. All provisions in this section are pursuant to A.R.S.Title 36, Chapter 28.2 Responsible Adult Use of Marijuana. 2. Permit Required.A CUP shall be required for the establishment of recreational marijuana establishments. The requirements of this section, for the establishment of a marijuana use, may also be accomplished through a planned development ("PD") rezoning process or PD major amendment process. 3. Allowed Zoning Districts. Location of marijuana establishments shall be allowed in the city's B-1, B-2, B-3 and B-4 zoning districts. 4. Facility Security. Recreational marijuana establishments shall be located in a fully enclosed locked facility, to include only a permanent building (walls and a roof) and not in a cargo container, RV, trailer, or motor vehicle. 5. Applications. A CUP application for recreational marijuana establishments shall include all the information required on the CUP application form and the following supplemental information: a) Signature and consent on the application form by the property owner of record that he or she is aware the property will be used for a recreational marijuana establishment. b) A copy of the preliminary approval from the Arizona Department of Health Services ("ADHS"), such as a registration certificate, for a marijuana establishment, and a written assurance that all marijuana establishment agents associated with the approved facility shall register with the Apache Junction Police Department upon final approval to operate from ADHS, as well as a copy of said final approval document. 5 c) Application and all applicable fees paid as required by Apache Junction City Code, Volume I; Chapter 8, Business, and the Apache Junction City Tax Code as amended. d) A detailed site plan and floor plan for the facility prepared in accordance with Section 1-16-9, and narrative explaining the operation of the facility and hours of operation. 6. Conditions of Approval. The conditions of approval which may be considered by the planning and zoning commission in evaluating these requests include the following: a) Required Spacing Requirements: i. A minimum of 1,320 feet between another medical marijuana use (inclusive of dual licensee facilities) or recreational marijuana establishment as measured from nearest building wall to nearest building wall. ii. A minimum of 750 feet between another medical marijuana use (inclusive of dual licensee facilities) or recreational marijuana establishment and any public or private education institution (inclusive of public and private charter schools), library, public park, commercial-zoned day care facility, free-standing church, drug and/or alcohol rehabilitation center, or group home as measured from nearest building wall of the business to the nearest building wall of the protected use. 7. Operating Requirements: a) Drive-through pickup windows shall not be allowed, but delivery service shall be allowed as per state statute. b) Outdoor seating areas at recreational establishments shall not be allowed. c) A recreational marijuana facility shall submit a security plan containing the following information: i. Proof that any cultivation and storage of marijuana will take place in an "enclosed, locked facility (with walls and a roof and not a manufactured or factory built building or cargo container)" equipped with locks or other security devices that permit access only by persons authorized to enter pursuant to state and local law. 6 ii. A floor plan that details the security measures required by state law, including an on-site alarm system, video surveillance devices and a single secure entrance. iii. Explanation, narrative, or protocols against marijuana diversion and theft. iv. Provide and continuously update as needed a current list of all persons who are authorized to access the establishment. d) On-site consumption of marijuana establishment shall not be allowed. e) The size of facility in terms of square footage, building height or other factors shall be consistent with the character of existing or planned surrounding development. f) Signage that will be visible from the exterior of the facility may be approved by the city if all sign code regulations have been met. The use of the marijuana leaf symbol shall not be allowed on any exterior signage. 8. Other Conditions. The planning and zoning commission may deem it necessary to apply other conditions to conserve and promote the public health, safety, convenience and general welfare, including: a) Compliance with all city-adopted zoning, landscaping, engineering, building, design guidelines, overlay district and/or planned development district requirements. b) The commission shall reserve the right to revoke a CUP for noncompliance with any condition prescribed as part of the permit approval or if the use is demonstrated to be a nuisance or hazard to the neighborhood or community. c) Hours of operation will be addressed through the CUP process. d) Allowing and accommodating unannounced inspections by law enforcement officials at any time the facility is occupied and/or operating, emergency contact information, alarm permit and other items for the reasonable, transparent and safe operation of the facility. 9. The operation of a recreational marijuana testing facility is prohibited. 7 10. The commercial cultivation and processing of recreational marijuana as a standalone use is prohibited. 11. Home Cultivation. a) It shall be unlawful for any individual who is at least twenty-one (21)years of age to possess, transport, cultivate or process more than six (6) marijuana plants. b) It shall be unlawful for two or more individuals who are at least twenty-one (21) years of age to possess, transport, cultivate or process more than twelve (12) marijuana plants at the individuals' primary residence. c) Except as provided by A.R.S §36-2801 et al. and this Section, it shall be unlawful for an individual to otherwise cultivate marijuana in a residential zoning district within Apache Junction. d) Individuals shall not process or manufacture marijuana by means of any liquid or gas other than alcohol, that has a flashpoint below one hundred (100) degrees Fahrenheit. e) Kitchen, bathrooms, and primary bedroom(s) shall be used for their intended use and shall not be used primarily for residential marijuana processing, manufacturing, or cultivation. f) A residence shall not emit dust, fumes, vapors, or odors into the environment and individuals shall ensure that ventilation, air filtration, building and design standards are compatible with adjacent uses and the requirement of adopted building codes of Apache Junction. g) Cultivation shall be limited to a closet, room, greenhouse, or other enclosed area on the grounds of the residence equipped with a lock or other security device that prevents access by minors. h) Cultivation shall take place in an area where the marijuana plants are not visible from public view without using binoculars, aircraft, or other optical aids. i) Cultivation as part of a home based occupation is not allowed. 8 CITY OF APACHE JUNCTION MARIJUANA REGULATIONS (Version 1) February 23, 2021 1-6-12 MEDICAL AND RECREATIONAL MARIJUANA A. Permit Required. A CUP shall be required for the establishment of nonprofit medical marijuana facilities including dispensaries, cultivation facilities, and infusion facilities, and recreational marijuana establishments.The requirements of this section, for the establishment of a nonprofit medical and/or recreational marijuana use, may also be accomplished through a planned development ("PD") rezoning process or PD major amendment process. B. Number of Medical Marijuana Facilities Allowed in City.The total number of nonprofit medical marijuana dispensaries, cultivation facilities, and infusion facilities shall be as allowed by state statute for the Apache Junction Community Health Analysis Area ("CHAA"). (See A.R.S. Title 36, Chapter 28.1 Arizona Medical Marijuana Act, for definitions and statutes pertaining to medical marijuana.) C. Allowed Zoning Districts. 1) Location of nonprofit medical and/or recreational marijuana establishments des shall be allowed in the city's B-1, B-2, B-4 and B-5 zoning districts subject to a CUP or PD rezoning process. 2) Location of a cultivation facility and/or a stand-alone nonprofit medical marijuana infusion facility which serves one or more nonprofit medical marijuana dispensaries shall be limited to the city's B-5 zoning district. 3) An existing medical marijuana establishment far=ility that has received a CUP use-peFm+t approval from the city prior to the effective date of this ordinance, shall be allowed to continue operating at the approved location, regardless of any newly defined spacing requirements; and as long as said operation remains in strict accordance with the conditions of approval of said facility, or as may otherwise be approved by a CUP amendment or renewal. 4) An existing medical marijuana establishment that intends to become a dual licensee to sell recreational marijuana shall present proof of dual licensee status to the city's business license office; and a) Is permitted by the State of Arizona to operate both a nonprofit medical marijuana dispensary and a marijuana establishment at a shared location; and b) Has not terminated its status as a dual licensee with the Arizona Department of Health Services ("ADHS") by forfeiting either its marijuana establishment license or non-profit medical marijuana dispensary registration. 1 5) The operation of a recreational marijuana testing facility is prohibited. 6) The commercial cultivation and processing of recreational marijuana as a standalone use is prohibited. D. Facility Security. Medical marijuana dispensaries, cultivation facilities, and infusion facilities, and recreational marijuana establishments shall be located in a-P a fully enclosed locked facility,sue} as a to include only a permanent seeure building (walls and a roof) and not in a cargo container, RV, trailer, or motor vehicle. If a green house is used as a cultivation facility, reasonable measures shall be taken to obscure the visibility of the marijuana plants from outside the building. E. Applications. A CUP application for medical marijuana dispensaries, cultivation facilities or infusion facilities, and recreational marijuana establishments shall include all the information required on the CUP application form and the following supplemental information: 1. Signature and consent on the application form by the property owner of record that he or she is aware the property will be used for medical marijuana dispensing, cultivating or infusion, or recreational marijuana. 2. A copy of the preliminary approval from the ADHS State r,,,n-„-+,., eRt f H alt-1 c„r,,;r„r, ("DHS"), such as a registration certificate, for the nonprofit medical marijuana dispensary, nonprofit medical marijuana dispensary off-site cultivation facility, stand-alone nonprofit medical marijuana infusion facility, or dual licensee and a written assurance that all RanpFafit FRedical marijuana dispensary agents associated with the approved facility shall register with the Apache Junction Police Department upon final approval to operate from ADHS, as well as a copy of said final approval document. 3. Application and all applicable fees paid as required by Apache Junction City Code, Volume I; Chapter 8, Business, and the Apache Junction City Tax Code as amended. 4. A detailed site plan and floor plan for the facility prepared in accordance with Section 1-16-9, and narrative explaining the operation of the facility and hours of operation. F. Conditions of Approval. The conditions of approval which may be considered by the planning and zoning commission in evaluating these requests include the following: 1. Required Spacing Requirements: a. A minimum of 1,320 feet between another medical marijuana dispensary, cultivation facility or infusion facility, or recreational marijuana establishment as measured from nearest building wall to nearest building wall. 2 b. A minimum of 750 feet between a medical marijuana dispensary, cultivation facility,e+infusion facility, or recreational marijuana establishment and any public or private education institution (inclusive of public or private charter schools), library, public park, commercial-zoned day care facility, free-standing church,e-r drug and/or alcohol rehabilitation center, or group home, as measured from nearest building wall of the business to the nearest building wall of the protected use. 2. Operating Requirements: a. Drive-through pickup windows shall not be allowed. Delivery service shall be allowed as per state statute. b. Outdoor seating areas at medical marijuana dispensaries, cultivation facilities or infusion facilities, or recreational medical establishment shall not be allowed. c. A medical marijuana facility or recreational marijuana establishment shall submit a security plan containing the following information: i. Proof that any cultivation and storage of w edieal marijuana will take place in an "enclosed locked facility (with walls and a roof and not a manufactured or factory built building or cargo container)" equipped with locks or other security devices that permit access only by persons authorized to enter pursuant to state and local law. ii. A floor plan that details the security measures required by state law, including an on-site alarm system, video surveillance devices and a single secure entrance. iii. ^ddit; Ral pF9te,.+;9nS, ;f-,n., Explanation, narrative, or protocols against 'marijuana diversion and theft. iv. Provide and continuously update as needed a current list of all persons who are authorized to access the establishment, dispensary, off-site cultivation site or infusion facility. d. On-site consumption of medic-al marijuana and/or marijuana products at a marijuana establishment, dispensary, cultivation facility or infusion facility shall not be allowed. pipes, re„mg papeF, seree }s, yaperizeFs, mills, eeRee lr�iRg devices, et6., shall be of LJn-,Ith Cnrvmc-p,; mpdmc- Pq@FMjuaRa eard APPI +. h used .,Y I. in eeRjuRe+i . 3 f. The size of facility in terms of square footage, building height or other factors shall be consistent with the character of existing or planned surrounding development. g. Signage that will be visible from the exterior of the facility may be approved by the city if all sign code regulations have been met. The use of the marijuana leaf symbol shall not be allowed on any exterior signage. 3. Other Conditions.The planning and zoning commission may deem it necessary to apply other conditions to conserve and promote the public health, safety, convenience and general welfare, including: a. Compliance with all city-adopted zoning, landscaping, engineering, building, design guidelines, overlay district and/or planned development district requirements. b. The commission shall reserve the right to revoke a CUP for noncompliance with any condition prescribed as part of the permit approval or if the use is demonstrated to be a nuisance or hazard to the neighborhood or community. c. Hours of operation will be addressed through the CUP process. d. Allowing and accommodating unannounced inspections by law enforcement officials at any time the facility is occupied and/or operating, emergency contact information, alarm permit and other items for the reasonable,transparent and safe operation of the facility. 4. Medical Mariivana Patient Home Cultivation. In the event that a qualifying patient residing in the city lives 25 miles or farther from a dispensary, said individual or his or her designated caregiver may cultivate no more than 12 marijuana plants at the place of primary residence (including a manufactured home or a recreational vehicle) of the qualifying patient, with owner's permission, without need to apply for a CUP. However, said individual or his or her designated caregiver shall apply the same types of precautions as above for security, use, documentation and must advise the chief of police of his or her intent to cultivate marijuana at home. At such time as a dispensary is located within 25 miles from the qualifying patient's home, all cultivation of marijuana plants in the home must cease or shall be considered a zoning violation, among other possible local, state and federal law violations. Any change in residence location shall be reported to the chief of police within 30 days. 5. Medical Mariivana Caregiver Home Cultivation. In the event that a designated caregiver whose residence is in the city limits is cultivating marijuana for the qualifying patient or patients in his or her care, and whose qualifying patient or 4 patients in his or her care live 25 miles or farther from a dispensary, said designated caregiver may cultivate no more than 12 marijuana plants per patient at the place of primary residency of the designated caregiver(including a manufactured home or a recreational vehicle), with homeowner's permission, without need to apply for a CUP. However, said designated caregiver shall apply the same types of precautions as above for security, use, documentation and must advise the chief of police of his or her intent to cultivate marijuana at home for the benefit of his or her qualifying patient or patients. At such time as a dispensary is located within 25 miles from the designated caregiver's home, all cultivation of marijuana plants in the home must cease or shall be considered a zoning violation, among other possible local, state and federal law violations. Any change in residence location shall be reported to the chief of police within 30 days 6. Recreational Marijuana Home Cultivation. a. It shall be unlawful for any individual who is at least twenty-one (21)years of age to possess, transport, cultivate or process more than six (6) marijuana plants. b. It shall be unlawful for two or more individuals who are at least twenty-one (21) years of age to possess, transport, cultivate or process more than twelve (12) marijuana plants at the individuals' primary residence. c. Except as provided by A.R.S § 36-2801 et al. and this Section, it shall be unlawful for an individual to otherwise cultivate marijuana in a residential zoning district within Apache Junction. d. Individuals shall not process or manufacture marijuana by means of any liquid or gas other than alcohol, that has a flashpoint below one hundred (100) degrees Fahrenheit. e. Kitchen, bathrooms, and primary bedroom(s) shall be used for their intended use and shall not be used primarily for residential marijuana processing, manufacturing, or cultivation. f. A residence shall not emit dust, fumes, vapors, or odors into the environment and individuals shall ensure that ventilation, air filtration, building and design standards are compatible with adjacent uses and the requirement of adopted building codes of Apache Junction. g. Cultivation shall be limited to a closet, room, greenhouse, or other enclosed area on the grounds of the residence equipped with a lock or other security device that prevents access by minors. h. Cultivation shall take place in an area where the marijuana plants are not visible from public view without using binoculars, aircraft, or other optical aids. 5 i. Cultivation as part of a home based occupation is not allowed. 6 March 17,2021 The Apache Junction City Code,Volume II, Land Development Code, Chapter 1: Zoning Ordinance, shall be amended as follows: Section 1-5-3 Non-Residential Use Regulations,Table 5-3 Non-Residential Use Regulations, shall be amended with the addition of"Recreational Marijuana Establishments" under use category"Retail Trade": Use Category Specific Use Type' B-1 B-2 B-3 B-44 B-54 PI Gen. Old City Bus Ind. Pub/Inst. West Cen. Park Retail Trade Medical Marijuana CUP CUP CUP CUP CUP NO (NAICS Code Facilities 44-45) Recreational CUP CUP CUP CUP NO NO Marijuana Establishments Swap Meets and CUP CUP CUP CUP NO CUP Farmers Markets ARTICLE 1-17 DEFINISIONS, shall be amended with the addition of the following: Recreational Marijuana Uses: a. Chemical Extraction.The process of removing a particular component of a mixture from others present, including removing resinous tetrahydrocannabinol from marijuana. b. Chemical Synthesis. Production of a new particular molecule by adding to, subtracting from, or changing the structure of a precursor molecule. c. City.The City of Apache Junction. d. Consume,Consuming, and Consumption.The act of ingesting, inhaling or otherwise introducing marijuana into the human body, including the inhaling or exhaling of smoke or vapor from an electronic device that can be used to deliver marijuana or marijuana products to a person, including, but not limited to, an electronic or vaping cigarette, equipment, or pipe. e. Consumer. An individual who is at least twenty-one years of age and who purchases marijuana or marijuana products. f. Cultivate and Cultivation.To propagate, breed, grow, prepare and package marijuana. g. Deliver and Delivery.The transportation,transfer or provision of marijuana or marijuana products to a consumer at a location other than the designated retail location of a marijuana establishment. h. Department. The State of Arizona Department of Health Services or its successor agency. i. Dual Licensee.An entity that holds both a nonprofit medical marijuana dispensary registration and a marijuana establishment license. j. Enclosed Area. A building,greenhouse, or other structure that has: i. A complete roof enclosure supported by connecting walls that are constructed of solid material extending from the ground to the roof; ii. Is secure against unauthorized entry; iii. Has a foundation, slab or equivalent base to which the floor is securely attached; and iv. Meets performance standards ensuring that cultivation and processing activities cannot be and are not perceptible from the structure in terms of not being visible from public view without using binoculars, aircraft or other optical aids and is equipped with a lock or other security device that prevents access by minors k. Extraction.The process of extracting or separating resin from marijuana to produce or process any form of marijuana concentrates using water, lipids,gases, solvents, or other chemicals or chemical processes. I. Manufacture and Manufacturing.To compound, blend, extract, infuse or otherwise make or prepare a marijuana product. m. Marijuana. All parts of the plant of the genus cannabis, whether growing or not, as well as the seeds from the plant,the resin extracted from any part of the plant, and every compound, manufacture, salt, derivative, mixture or preparation of the plant or its seeds or resin; and includes cannabis as defined in A.R.S. § 13-3401; but does not include industrial hemp, the fiber produced from the stalks of the plant of the genus cannabis, oil or cake made from the seeds of the plant, sterilized seeds of the plant that are incapable of germination, or the weight of any other ingredient combined with marijuana to prepare topical or oral administrations, food, drink or other products. n. Marijuana Concentrate: i. Resin extracted from any part of a plant of the genus cannabis and every compound, manufacture, salt, derivative, mixture or preparation of that resin or tetra hydrocannabinol. ii. Does not include industrial hemp or the weight of any other ingredient combined with cannabis to prepare topical or oral administrations,food, drink or other products. o. Marijuana Establishment.An entity licensed by the Department to operate a single retail location at which the licensee may sell marijuana and marijuana products to consumers, cultivate marijuana and manufacture marijuana products. p. Marijuana Products. Marijuana concentrate and products that are composed of marijuana and other ingredients and that are intended for use or consumption, including edible products, ointments, and tinctures. q. Marijuana Testing Facility.The Department or another entity that is licensed by the Department to analyze the potency of marijuana and test marijuana for harmful contaminants. r. Nonprofit Medical Marijuana Dispensary.A nonprofit entity as defined in A.R.S. § 36-2801(12). s. Open Space. A public park, public sidewalk, public walkway or public pedestrian thoroughfare. t. Person. An individual, partnership, corporation, association, or any other entity of whatever kind or nature. u. Process and Processing. To harvest, dry, cure,trim or separate parts of the marijuana plant. v. Public Place.The same meaning prescribed in the Smoke-Free-Arizona Act, A.R.S. § 36-601.01. w. Smoke.To inhale, exhale, burn, carry or possess any lighted marijuana or lighted marijuana products, whether natural or synthetic Recreational Marijuana : Proposed Changes to Zoning Ordinance, Section 1 - 6 - 12 Medical Marijuana City of Apache Junction City Council Work Session May 17, 2021 Background • December 1, 2020: Staff was directed to amend the current medical marijuana regulations to include recreational marijuana regulations. • February 23, 2021 : Staff held a work session with the planning and zoning commission to review the two draft text changes. Staff was given direction to focus on Version 2, which allowed Recreational Marijuana in the B-1, B-2, B-3 and B-4 zoning districts and treats it the same way as Medical Marijuana . Background • March 23, 2021 : Planning and zoning commission recommended approval of version 2 to city council . • April S, 2021 : Staff held a work session with city council to review PZ recommended changes. Background • April 6, 2021 : • A public hearing was held, but no action was taken on the draft text amendments. • Council wanted more information about what other municipalities were doing to regulate recreational marijuana . Text Amendments : Version 1 1 . Allow dual licensee facilities through CUP process 2 . Regulate recreational marijuana establishments the same as medical marijuana dispensaries . 1 . Testing facilities prohibited Text Amendments : Version 2 1 . Allow recreational marijuana establishments through CUP process in the B- 1, B-2, B-3 and B-4 zoning districts 2 . Allow standalone recreational marijuana establishments 3 . Distance requirements the same as current medical marijuana dispensaries 4. Testing facilities prohibited Keep Current Medical Marijuana Regulations "As- Is" 1. No text specifically regarding recreational marijuana in the zoning ordinance 2. Allows for interpretation of the code : • Agree with staff that no language in the code = not allowed in city • Seek anappeal/interpretation from the Board of Adjustment • Board of Adjustment may agree with staff or may determine that they are allowed in any commercial zone 3. May allow dual licensee to go fully recreational without a CUP Questions/Text Amendment Review City Council Motion 12/01/2020 1. Councilmember Rizzi moved, seconded by Mayor Serdy to direct staff to allow existing dispensaries to become dual licensees : require CUP amendment process, operate under the same rules as existing dispensaries, allow recreational marijuana sales too, but no cultivation or processing, allow medical marijuana to convert to recreational marijuana through CUP amendment, the code to still allow for medical marijuana cultivation and infusion kitchens. 2. Councilmember Evans motioned to add on to Councilmember Rizzi's motion that marijuana be treated like retail and liquor stores in the B-1, B-2 and B-3 zones. ►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition Boulevard z Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No. �Pii File ID: 21-249 Sponsor: Thomas Kelly Agenda Date: 5/17/2021 Index: In Control: City Council Work Session Presentation and discussion on cooperative purchasing agreement between City of Apache Junction and CoreCivic, Inc for jail service. City of Apache Junction,Arizona Page 1 Printed on 511212021 o`PpACHE�G2 � na_ f- U � Z Apache Junction Polic e Department gRrzoNP POLlCF os�N`°• 1001 North Idaho Road,Apache Junction,Arizona 85 119 Tel 480/982-8260*Fax 480/474-5480*TDD 480/542-3323' Mailing Address:300 East Superstition Boulevard,Apache Junction.Arizona 85119 a�4RT11E�1 ,. May 4, 2021 To Mayor Wilson and Apache Junction City Council: Presented to you for your consideration is a contract with Core Civic, (authorized through a cooperative Mesa contract) private detention center located in Florence, Arizona. This is an optional certified detention center facility (used by the US Marshal Service et ao and other local agencies in the East Valley to house arrestees. This contract does not separate any ongoing relationships with the Pinal County Sheriff's Office or the Pinal County Detention Center ("PCDC") for the housing of our individuals charged with felonies or misdemeanor offenses, should we wish to utilize them. It is an available alternative which will save taxpayers a significant sum of money for jail cost. PCDC will invoice the City of Apache Junction a booking fee of: Until July 1, 2021: 1st day $193.86 Additional days thereafter $72.30 After July 1, 2021: 1st day $285.00 Additional days thereafter $98.00 It is anticipated that this will continue to increase in the upcoming years due to escalating county costs. While it is expected Core Civic will initiate increased housing costs over the term of the contract, Core Civic's per diem for Apache Junction will be $70.91 with a decreasing rate once the number of inmates exceed 200 per month. This matter will be presented on the consent agenda on June 1, 2021. Sincerely, Tho as E. Kelly Chief of Police COOPERATIVE PURCHASING AGREEMENT BETWEEN CITY OF APACHE JUNCTION AND CORECIVIC, INC. FOR JAIL SERVICE THIS COOPERATIVE PURCHASING AGREEMENT ("Agreement") is made and entered into this day of , 2021, by and between the CITY OF APACHE JUNCTION, ARIZONA, an Arizona municipal corporation ("City") and CORECIVIC, INC., a Maryland ("Contractor") RECITALS A. The City of Mesa, after a competitive procurement process for Private Jailing Services pursuant to Solicitation Number 2012194 ("Mesa Contract") entered into a contract with Contractor on June 1, 2017 and three subsequent amendments effective on June 1, 2020, April 1, 2021 and June 1, 2021, respectively. A copy of the 2017 Mesa Contract and the three amendments are attached hereto as Exhibit A and incorporated herein by reference. B. The City is permitted, pursuant to Chapter 3, Article 3-7 of the Apache Junction City Code, Vol. I, to acquire such services under the Mesa Contract as a cooperative use Strategic Alliance for Volume Expenditures ("SAVE") cooperative contract. C. The City and the Contractor desire to enter into this Agreement for the purpose of: (i) acknowledging a cooperative contractual relationship under the Mesa Contract; (ii) establishing the scope of work ("Work") to be provided by Contractor as more particularly set forth in Section 2 below; and (iii) setting the pricing pursuant to this Agreement related to the Work. AGREEMENT NOW THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, the City and the Contractor hereby agree as follows: 1. Term of Agreement: This Agreement shall be effective as of the date first set forth above and shall remain in full force until May 31, 2022 (the "Term"), unless terminated or extended pursuant to the terms and conditions of this Agreement or the Mesa Contract. 2. Scope of Work: Contractor agrees to perform the Work specifically set forth in Exhibit A to the Mesa Contract as modified by Exhibit B hereto, which is incorporated herein by reference. 3. Compensation: In accordance with the terms and conditions of this Agreement, the City shall compensate the Contractor for its professional services as set forth in Exhibit B to the Mesa Contract as amended. 4. Contractor's Billing: Payment shall be made by the City to the Contractor on the basis of invoices submitted which must include a detailed itemization of all work, copies billings as requested and is subject to review and certification of the City's authorized representative prior to payment. 5. Notices: All notices to the other party required under this Agreement shall be in writing and sent by first class certified mail, postage prepaid, return receipt requested, or by overnight courier, addressed to the following personnel: If to City: City of Apache Junction Attn: City Manager 300 East Superstition Blvd. Apache Junction, AZ 85119 And to: City of Apache Junction Attn: City Attorney 300 East Superstition Blvd. Apache Junction, AZ 85119 If to Contractor: CoreCivic, Inc. Attn: Cole Carter, General Counsel 5501 Virginia Way Brentwood, TN 37027 6. Termination: 6.1 Termination for Cause. In the event either party: (i) fails to fulfill in a timely and proper manner its obligations under this Agreement; or (ii) is otherwise guilty of substantial breach of a provision of the Agreement, the other party may, at its option, provide written notice to the breaching party of the breach. The breaching party will have thirty (30) calendar days from receipt of the notice to cure the breach. The thirty (30) calendar day cure period may be extended by mutual agreement of the parties. If the breach is not cured with in the thirty (30) calendar days, the non- breaching party may, without prejudice to any other rights or remedies, terminate this Agreement immediately or on such date as specified by the terminating party. When the City terminates the Agreement for one of the reasons stated above, the Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Agreement by Contractor and the City may withhold any payments to the Contractor for the purpose of set-off 2 until such time as the exact amount of damages due the City from the Contractor is determined. Upon the receipt of a notice of termination from the City, Contractor shall: (i) promptly discontinue all services affected (unless the notice directs otherwise); and (ii) deliver or othewise make available to the City copies of data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Contractor in the performance of this Agreement. 6.2 Termination by the City for Convenience. The City may terminate this Agreement without cause by giving Contractor sixty (60) calendar days written notice. Such termination shall not prejudice any other right or remedy the City may have under this Agreement. If this Agreement is terminated without cause, Contractor shall be paid for work performed to the date of termination. 7. Indemnification: To the fullest extent permitted by law, Contractor, its successors, assigns and guarantors, shall defend, indemnify and hold harmless the City and its elected and appointed officials, officers, directors, commissioners, board members, agents or employees from and against any and all allegations, demands, claims, proceedings, suits, actions, damages, including, without limitation, property damage, environmental damages, personal injury and wrongful death claims, losses, expenses, penalties and fines (including, but not limited to, attorney fees, court costs, and the cost of appellate proceedings),judgments or obligations, which may be imposed upon or incurred by or asserted against the City arising from or out of, or resulting from any negligent or intentional actions, acts, errors, mistakes or omissions caused in whole or part by Contractor, or any of its subcontractors, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, relating to the discharge of any duties or the exercise of any rights or privileges arising from or incidental to this Agreement, including but not limited to , any injury or damages claimed by any of Contractor's and subcontractor's employees. This section shall survive the expiration or early termination of the Agreement. 8. Arbitration: The Parties hereby agree to make a good faith effort to resolve any controversy or claim through informal negotiations. Any claim of controversy must first be presented in writing, with supporting documentation, to the agent of the other party. The recipient shall have seven (7) calendar days to prepare and deliver a response. Thereafter, in the event that there is a dispute hereunder which the Parties cannot resolve between themselves, the Parties agree to attempt to settle the dispute by nonbinding arbitration before commencement of litigation. The arbitration shall be held under the rules of the American Arbitration Association. The matter in dispute shall be submitted to an 3 arbitrator mutually selected by Contractor and the City. In the event that the Parties cannot agree upon the selection of an arbitrator within seven (7) calendar days, then within three (3) calendar days thereafter, the City and Contractor shall request the presiding judge of the Superior Court in and for the County of Pinal, State of Arizona, to appoint an independent arbitrator. The cost of any such arbitration shall be divided equally between the City and Contractor. The results of the arbitration shall be nonbinding on the Parties, and any Party shall be free to initiate litigation subsequent to the final decision of the arbitrator. 9. Governing Law and Venue: The terms and conditions of this Agreement shall be governed by and interpreted in accordance with the laws of the State of Arizona. Any action at law or in equity brought by either party for the purpose of enforcing a right or rights provided for in this Agreement, shall be tried in a court of competent jurisdiction in Pinal County, State of Arizona. The parties hereby waive all provisions of law providing for a change of venue in such proceeding to any other county. In the event either party shall bring suit to enforce any term of this Agreement or to recover any damages for and on account of the breach of any term or condition in this Agreement, it is mutually agreed that the prevailing party in such action shall recover all costs including: all litigation and appeal expenses, collection expenses, reasonable attorneys' fees, necessary witness fees and court costs to be determined by the court in such action. 10. Israel Boycott: Contractor warrants that it does not participate in, and agrees not to participate in during the term of this Agreement a boycott of Israel in accordance with A.R.S. § 35-393.01 11. Conflicting Terms: In the event of any inconsistency, conflict or ambiguity between the terms of this Agreement and the Mesa Contract, the terms of this Agreement shall govern. Notwithstanding the foregoing, unauthorized exceptions, conditions limitations or provisions in conflict with the terms of this Agreement or the Mesa Contract (collectively, "Unauthorized Conditions"), other than the City's specific requirements, are expressly declared void and shall be of no force and effect. Acceptance by the City of any work order or invoice containing any such Unauthorized Conditions or failure to demand full compliance with the terms and conditions setforth in this Agreement or under the Mesa Contract shall not alter or relieve Contractor from, nor be construed or deemed a waiver of, its requirements and obligations in the performance of this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized representatives as of the day and year first above written. CONTRACTOR: 4 CoreCivic, Inc., a Maryland corporation 0 By: Natasha K.Metcalf Title:Vice President,Partnership Contracts Counsel CITY: City of Apache Junction, an Arizona municipal corporation By: Walter "Chip" Wilson Title: Mayor ATTEST: Jennifer Pena City Clerk APPROVED AS TO FORM: Richard J. Stern City Attorney 5 EXHIBIT A MESA CONTRACT The Mesa Contract sets forth the applicable Scope of Work, except as modified in Exhibit B, and payment terms. v f s mesa-az AGREEMENT PURSUANT TO SOLICITATION CITY OF MESA CONTRACT NUMBER 2012194 PRIVATE JAILING SERVICES CITY OF MESA,Arizona("City" -- - .. - Depariment Name City of Mesa-Purchasing Division Mailing Address P O Box 1466 ...... ...- . ........._.... .. ........ ........... ...._...... Mesa,AZ 85211-1466 _....__.................. . .. ...... :...:....... . . . ..... . Delivery Address 20 East Main St, Suite 400.-...._...........................•.... 8520..AZ ................_........... _ ................................ Afenio Sharon Brause, Senior .... .. _...... ...... Procurement Officer -Mail i Sharon Brause MesaAZ.gov. Telephone............ . 1 (480)644 2815 Fax. 644-2 - ------ .._._(480).. 655_-- ------__.-...:_..:.... ..........................._.._.... :... AND CoreCivic,Inc.("Contractor". .) ............................----..-...-...........................---- .............. ..... . Mailin�Address f Burton Hills Blvd. _....-....._.._......._._...�._Nashville,TN...._37215.. .-.._.. ....—.._._......_................ .._.._..._...... --be'livery Address.. 1100 Bowling-Rd Florence,AZ 85132 __..... - ..__....._............ _.. ..... . . - ...... .... ................. Attent,on_T _ Natasha K_Metcalf,VP, Partnership Development y E-Mail Natasha.Metcalf@corecivic.com Telephone 615-263-3000 Fax 615-263-3090 Local Contact Warden Kris Kline E-Mail ,..-......._._w..._-...................._....._.__ W._.._. w.__.--..-.. ---- _..__ ............._.._.....................-....-........ -... .... .... ... . Telephone.._. - tv........... _................_....-..._..-................... ..........................._........_....._.............. ... (00237977.11 Page 1 of 26 CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION This agreement pursuant to solicitation ("Agreement") is entered into this 22nd day of May, 2017, by and between the City of Mesa,Arizona, an Arizona municipal corporation ("City"), and CoreCivic, Inc. a Maryland corporation ("Contractor"). The City and Contractor are each a "Party" to the Agreement or together are"Parties"to the Agreement. RECITALS A. The City issued solicitation number 2012194("Solicitation")for Private Jailing Services,to which Contractor provided a response("Response"); and B. The City selected Contractor's Response as being in the best interest of the City and wishes to engage Contractor in providing the services/materials described in the Solicitation and Response. In consideration of the reciprocal promises contained in the Agreement, and for other valuable and good consideration, which the Parties acknowledge the receipt and sufficiency of, the Parties agree to the following Terms&Conditions. TERMS&CONDITIONS 1. Term.This Agreement is for a term beginning on June 1, 2017 and ending on May 31, 2020. The use of the word "Term" in the Agreement includes the aforementioned period as well as any applicable extensions or renewals in accordance with this Section 1, 1.1 Renewals.On the mutual written agreement of the Parties,the Term may be renewed one (1) two (2) year period. Any subsequent renewal(s) will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the then-current term. 1.2 Extension for Procurement Processes. Upon the expiration of the Term of this Agreement, including any renewals permitted herein, at the City's sole discretion this Agreement may be extended on a month-to-month basis. The City will notify the Contractor in writing of its intent to extend the Agreement at least thirty(30) calendar days prior to the expiration of the Term. Any extension under this Subsection 1.2 will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the then- current term. 1.3 This Agreement may be terminated by either party for any reason or no reason, with sixty (60) days written notice from the terminating party mailed to the other party. 2. Scope of Work. The Contractor will provide the necessary staff, services and associated resources to provide the City with the services, materials, and obligations attached to this Agreement as Exhibit A ("Scope of Work'). Contractor will be responsible for all costs and expenses incurred by Contractor that are incident to the performance of the Scope of Work unless otherwise stated in Exhibit A. Contractor will supply all equipment and instrumentalities necessary to perform the Scope of Work. If set forth in Exhibit A,the City will provide Contractor's personnel with adequate workspace and such other related facilities as may be required by Contractor to carry out the Scope of Work. 3. Document Order of Precedence. In the event of any inconsistency between the terms of the body of the Agreement, the Exhibits, the Solicitation, and Response, the language of the documents will control in the following order. (a) Agreement (b) Exhibits (00237977.1) Page 2 of 26 f j l i 1. Mesa Standard Terms&Conditions 2. Scope of Work 3. Other Exhibits not listed above (c) Solicitation including any addenda (d) Contractor Response 4. Payment. 5.1 General. Subject to the provisions of the Agreement, the City will pay Contractor the sum(s) described in Exhibit B ("Pricing') in consideration of Contractor's performance of the Scope of Work during the Term. 5.2 Prices. All pricing shall be firm for the Term and all extensions or renewals of the Term except where otherwise provided in this Agreement,and include all costs of the Contractor providing the materials/service including transportation, insurance and warranty costs. No fuel surcharges will be accepted unless allowed in this Agreement. The City shall not be invoiced at prices higher than those stated in the Agreement. No price modifications will be accepted without proper request by the Contractor and response by the City's Purchasing Division. 5.3 Price Adiustment. Any requests for reasonable price adjustments must be submitted in accordance with this Section 5.3. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. There is no guarantee the City will accept a price adjustment therefore Contractor should be prepared for the Pricing to be firm over the Term of the Agreement. The City is only willing to entertain price adjustments based on an increase to Contractor's actual expenses or other reasonable adjustment in providing the services/materials under the Agreement. If the City agrees to the adjusted price terms,the City shall issue written approval of the change. During the 60-day period prior to the third annual anniversary date of the Agreement and each annual anniversary date thereafter, the Contractor may submit a written request to the City to allow an increase to the prices in an amount not to exceed the twelve month change in the Consumer Price Index for All Urban Consumers (CPI-U), US City Average,All Items, Not Seasonally Adjusted as published by the U.S.Department of Labor, Bureau of Labor Statistics (htti)://www.bis.,qov/cpi/ ome.htm). The City shall review the request for adjustment and respond in writing; such response and approval shall not be unreasonably withheld. 5.4 Renewal and Extension Pricing. Any extension of the Agreement will be at the same pricing as the initial Term except where otherwise provided in this Agreement. If the Agreement is renewed in accordance with Section 1, pricing may be adjusted for amounts other than inflation that represent actual costs to the Contractor based on the mutual agreement of the parties. The Contractor may submit a request for a price adjustment along with appropriate supporting documentation demonstrating the cost to the Contractor. Renewal prices shall be firm for the term of the renewal period and may be adjusted thereafter as outlined in the previous section. There is no guarantee the City will accept a price adjustment. 5.5 Invoices, Payment will be made to Contractor following the City's receipt of a properly completed invoice. Any issues regarding billing or invoicing must be directed to the City Department/Division requesting the service or material from the Contractor. A properly completed invoice should contain, at a minimum, all of the following: (a) Contractor name, address, and contact information; (b) City billing information; (00237977.11 Page 3 of 26 I (c) City contract number as listed on the first page of the Agreement; (d) Invoice number and date; (e) Payment terms; (f) Date of service; (g) Description of services provided; (h) Taxes, if applicable (i) Total amount due. 5.6 Payment of Funds. Contractor acknowledges the City may, at its option and where available use a Procurement Card/e-Payables to make payment for orders under the Agreement. Otherwise; payment will be through a traditional method of a check or Electronic Funds Transfer(EFT) as available. 5.7 Disallowed Costs,Overpayment. If at any time the City determines that a cost for which payment was made to Contractor is a disallowed cost,such as an overpayment or a charge for materials/service not in accordance with the Agreement, the City will notify Contractor in writing of the disallowance; such notice will state the means of correction which may be, but is not limited to, adjustment of any future claim/invoice submitted by Contractor in the amount of the disallowance, or to require repayment of the disallowed amount by Contractor. Contractor will be provided with the opportunity to respond to the notice. 5. Insurance. 6.1 Contractor shall procure and maintain in full force and effect until all of its obligations have been discharged, including any warranty periods under this Agreement, the types of insurance and applicable policy limits set forth herein in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. 6.2 The insurance requirements herein are minimum requirements for this Agreement and in no way limit the indemnity covenants contained in this Agreement. The City of Mesa does not warrant that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that arise out of the performance of the work under this Agreement by the Contractor, its agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance. 6.3 Each insurance policy required under the Agreement must be in effect at or prior to the Effective Date of the Agreement and remain in effect for the term of the Agreement, including any renewal or extension periods. 6.4 Minimum Scope and Limits of Insurance. Contractor shall procure and maintain the coverages described below with limits of liability of not less than those stated below. 6.4.1 Commercial General Liability—Occurrence Form. Policy shall include bodily injury, property damage, personal and advertising injury and broad form contractual liability. Limits are to be unimpaired. 6.4.1.1 General Aggregate $20,000,000 6.4.1.2 Bodily Injury and Property Damage $20,000,000 6.4.1.3 Personal and Advertising Injury $20,000,000 6.4.1.4 Each Occurrence $20,000,000 6.4.1.5 Damage to Rented Premises $ 1,000,000 {00237977.1) Page 4 of 26 j € 6.4.1.6 The policy shall be endorsed (Blanket Endorsements are not acceptable) to include "the City of Mesa,and its officials, officers, agents and employees"as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor. Such additional insured shall be covered to the full limits of liability purchased by the Contractor, even if those limits of liability are in excess of those required by this Contract. 6.4.1.7 The insurance policy shall contain a waiver of subrogation endorsement(Blanket Endorsements are not acceptable)in favor of "City of Mesa, and its officials, officers, agents, and employees" for liability or losses arising out of the activities performed by or on behalf of the Contractor. 6.4.2 Business Automobile Liability — Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles used in the performance of this Agreement. 6.4.2.1 Combined Single Limit(CSL) $5,000,000 6.4.2.2 Insurance Service Office, Inc.declarations to include Symbol One(Any Auto) applicable to claims arising from bodily injury, death or property damage arising out of the ownership,maintenance or use of any auto. 6.4.2.3 Hazardous Material Transport— If the Agreement includes hazardous material transportation, the automobile liability policy shall include the following endorsements; CA 99 48 Pollution Liability-broadened coverage for covered auto and the MCS-90 (Motor Carrier Act). The policy shall provide Automobile Pollution Liability specific to the transportation of hazardous materials from the project site to the final disposal location, if included in the Agreement. 6.4.2.4 The policy shall be endorsed (Blanket Endorsements are not acceptable)to include the following additional insured language: "The City of Mesa, and its officials, officers, agents, and employees shall be named as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor, involving automobiles, owned, leased, hired or borrowed by the Contractor." 6.4.2.5 The policy shall contain a waiver of subrogation endorsement(Blanket Endorsements are not acceptable)in favor of the"City of Mesa,and its officials, officers, agents, and employees"for losses arising out of activities performed by or on behalf of the Contractor. 6.4.3 Worker's Compensation and Employers' Liability 6.4.3.1 Worker's Compensation Statutory 6.4.3.2 Employers' Liability 6.4.3.3 Each Accident $ 1,000,000 6.4.3.4 Disease—Each Employee $ 1,000,000 6.4.3.5 Disease—Policy Limit $ 1,000,000 (00237977.11 Page 5 of 26 i 6.4.3.6 The policy shall contain a waiver of subrogation endorsement(Blanket Endorsements are not acceptable)in favor of the"City of Mesa,and its officials, officers, agents, and employees"for losses arising out of activities performed by or on behalf of the Contractor. 8.4.3.7 This requirement shall not apply to: Separately, EACH contractor or subcontractor exempt under A.R.S. § 23-901, AND when such contractor or subcontractor executes the appropriate waiver (Sole Proprietor/Independent Contractor)form. 6.4.4 Professional Liability (Errors and Omissions Liability) — Limits are to be unimpaired. Retroactive Liability Date (if applicable to Claims-Made coverage) the same as the effective date of this contract or proceeds. 6.4.4.1 Each Claim $5,000,000 6.4.4.2 Annual Aggregate $10,000,000 6.4.4,3 Within this requirement, medical services shall be insured with sub- limits as follow: 6.4.4.3.1 Hospital Professional Liability (Administration and Management) $2,000,000 Each Claim, $4,000,000 Aggregate. 6.4.4.3.2 Medical Malpractice Liability (Individual Medical . Practitioners) (Employees of primary contractor, and/or subcontractors and/or sole proprietors) $1,000,000 Each Claim, $3,000,000 Aggregate, 6.4.4.4 In the event that the professional liability insurance required by this contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and that either continuous coverage will be maintained,or an extended discovery period will be exercised for a period of three(3) years beginning at the time work under this Agreement is completed. 6.4.4.5 The policy shall cover professional misconduct or negligent acts for those positions defined in the Scope of Work of this contract. 6.4.4.6 The policy shall cover professional liability arising out of the rendering or failure to render medical services for all persons, positions and operations as described in the Scope of Services. 6.4.5 Network Security(Cyber)and Privacy Liability 6.4.5.1 Each Claim $2,000,000 6.4.5.2 Annual Aggregate $2,000,000 6.4.5.3 Such insurance shall include, but not be limited to, coverage for third party claims and losses with respect to network risks (such as data breaches, unauthorized access or use, ID theft, theft of data) and invasion of privacy regardless of the type of media involved in the loss of private information, crisis management and identity theft response costs. This should also include breach notification costs, credit (00237977.1) Page 6 of 26 remediation and credit monitoring, defense and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, computer program and electronic data restoration expenses coverage (data asset protection), network business interruption, computer fraud coverage, and funds transfer loss. 6.4.5.4 In the event that the Network Security and Privacy Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. 6.4.6 Pollution Legal Liability 6.4.6.1 Each Occurrence $2,000,000 6.4.6.2 Annual Aggregate $4,000.000 6.4.6.3 Coverage must be identified as specific to the operations and specific site(s) described in the Scope of Work in this Agreement. 6.4.6.4 Coverage must include cleanup and V party bodily injurylproperty damage off-site as well as on-site. 6.4.6.5 Coverage must include cleanup of asbestos and lead-based paint in soil and groundwater, as well as coverage for 3rf party bodily injury and property damage. 6.4.6.6 Coverage must include mold and legionella within the definition of a pollution condition. 6.4.6.7 Pollution coverage must apply to all locations utilized for the acceptance, storage, or disposal of any hazardous materials. 6.4.6.8 The policy shall include coverage for bodily injury, sickness, disease, mental anguish,or shock sustained by any person, including death and medical monitoring costs. 6.4.6.9 The policy shall include coverage for property damage including physical damage to, or destruction of, tangible property and the resulting loss of use thereof, clean-up costs and the loss of use of tangible property that has not been physically damaged or destroyed. 6.4.6.10 For losses that arise from the facility, coverage shall apply to sudden and non-sudden pollution conditions including the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants,contaminant or pollutants into or upon land,the atmosphere or any watercourse or body of water,which results in cleanup costs, bodily injury or property damage. (00237977.1) Page 7 of 26 6.4.6.11 The policy shall include coverage for defense, including costs, charges and expenses incurred in the investigation, adjustment or defense of claims for such compensatory damages. 6.4.6.12 If underground or above ground storage tanks are used on the property then the following language should be included in the insurance requirements. 6.4.6.13 Underground Storage Tanks will need to be scheduled on the policy;Aboveground Storage Tanks shall not be excluded. 6.4.6.14 If the Lessee transports goods or materials to or from the City property, then the following language should be included in the insurance requirements. 6.4.6.15 Coverage should also include cleanup and 3rd party bodily injury/property damage resulting from transportation of cargo(including loading & unloading) if the lessee transports goods or materials to or from City property. 6.4.7 Contractors Pollution Liability 6.4.7.1 For losses caused by pollution conditions that arise from the operations of the Contractor as described in the Scope of Services section in this Agreement. The policy shall also include the following coverages: bodily injury, sickness, disease, mental anguish, or shock sustained by any person, including death and medical monitoring costs. Property damage, including physical injury to or destruction of tangible property, including the resulting loss of use thereof, clean-up costs, and the loss of use of tangible property that has not been physically injured or destroyed and diminution in value. 6.4.7.2 Per Occurrence $2,000,000 6A.7.3 General Aggregate $4,000,000 6.4.7.4 Coverage must be identified specific to the operations as described in the Scope of Work in this Agreement. 6.4.7.5 Must include coverage for pollution losses arising out of completed operations. 6.4.7.6 The policy is to be written on an 'occurrence" basis with no sunset clause. In the event that the Pollution Liability insurance required by this Agreement is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Agreement. That either continuous coverage will be maintained, or an extended discovery period will be exercised, for a period of ten (10) years beginning at the time this Agreement is terminated. 6.4.7.7 Pollution coverage must apply to all phases of the work described in the Scope of Work in this Agreement. (00237977.1) Page 8 of 26 1 6.4.7.8 The policy shall include coverage for bodily injury, sickness, disease, mental anguish,or shock sustained by any person, including death and i medical monitoring costs. 6.4.7.9 The policy shall include coverage for property damage, and physical j damage to, or destruction of, tangible property including the resulting loss of use thereof, clean-up costs, and the loss of use of tangible property that has not been physically damaged or destroyed including diminution in value. 6.4.7.10 The policy shall include coverage for environmental damage including physical damage to soil, surface water, ground water, plant, or animal life, caused by pollution conditions and giving rise to cleanup costs. 6.4.7.11 The policy shall include defense including costs, charges and expenses incurred in the investigation, adjustment or defense of claims for such compensatory damages. 6.4.7.12 The policy shall include coverage for asbestos and lead, mold, with no exclusions. 6.4.7.13 The policy shall include Non-Owned Disposal Site coverage. 6.4.7.14 The policy shall be endorsed (Blanket Endorsements are not acceptable) to include the "City of Mesa, and its officers, officials, agents,and employees"as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor. 6.4.7.15 The policy shall contain a waiver of subrogation endorsement (Blanket Endorsements are not acceptable) in favor of the "City of Mesa,and its officers, officials,agents, and employees"for losses arising from work performed by the Contractor. The following is only applicable to Contractor's treating, storing or disposing of City generated hazardous waste at a separate facility. 6.4.7.16 Treatment,Storage or Disposal of Hazardous Wastes: Contractor shall furnish an insurance certificate from the designated disposal facility establishing that the facility operator maintains current Pollution Legal Liability Insurance in the amount of not less than $10,000,000 per occurrence/annual aggregate, and will cover sudden and gradual pollution losses arising from the facility, associated with the work performed under this Agreement. 6.4.7.17 For pollution losses arising from the insured facility,coverage shall apply to sudden and gradual pollution conditions including the discharge,dispersal, release or escape of smoke,vapors,soot,fumes, acids,alkalis,toxic chemicals, liquids or gases,waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any watercourse or body of water, which results in Bodily Injury or Property Damage. 6.4.8 ADDITIONAL INSURANCE REQUIREMENTS: The policies shall include,or be endorsed to include, as required by this Agreement,the following provisions: {00237977.1) Page 9 of 26 I i 6.4.8.1 The Contractor's policies shall stipulate that the insurance afforded the Contractor shall be primary insurance and that any insurance carried by the City of Mesa., and its agents, officials, employees shall be excess and not contributory insurance. 6.4.8.2 Insurance provided by the Contractor shall not limit the Contractor's liability assumed under the indemnification provisions of this Agreement. 6.4.9 NOTICE OF CANCELLATION: For each insurance policy required by the insurance provisions of this Agreement, the Contractor must provide to the City of Mesa,within two(2)business days of receipt,a notice if a policy is suspended, voided, or cancelled for any reason. Such notice shall be mailed to: City of Mesa, Purchasing Division, P.O. Box 1466,Mesa,AZ 85211-1466,Attn: Sharon Brause—Senior Procurement Officer. 6.4.10 ACCEPTABILITY OF INSURERS: Contractor's insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an"A.M.Best"rating of not less than A-VII. The City of Mesa in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. 6.4.11 VERIFICATION OF COVERAGE: The successful contractor will be required to provide the following Certificate of Insurance within five(5) days after receipt of written notice of intent to award this contract. Contractor shall furnish the City of Mesa with certificates of insurance (valid ACORD form or equivalent approved by the City of Mesa as required by this Agreement. 6.4.11.1 Each insurance policy required by this Agreement must be in effect at, or prior to, commencement of work under this Agreement Failure to maintain the insurance policies as required by this Agreement, or to provide evidence of renewal, is a material breach of this Agreement. 6.4.11.2 The City reserves the right to require Contractor to provide complete copies of all insurance policies required by this Agreement at any time. 6. Indemnification. a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands,claims,suits,losses,damages, causes of action,fines or judgments,including costs, attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel's failure to comply with or fulfill the obligations established by this Agreement. (00237977.1) Page 10 of 26 b. Contractor will update the City during the course of the litigation to timely notify the City of any issues that may involve the independent negligence of the City that is not covered by this indemnification. c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor or any third party harmless for claims based on this Agreement or use of Contractor-provided supplies or services. 7. Requirements Contract Contractor acknowledges and agrees the Agreement is a requirements contract;the Agreement does not guarantee any purchases will be made(minimum or maximum). Orders will only be placed when the City identifies a need and issues a purchase order or a written notice to proceed. The City reserves the right to cancel purchase orders or a notice to proceed within a reasonable period of time of issuance; any such cancellation will be in writing. Should a purchase order or notice to proceed be canceled, the City agrees to reimburse Contractor for any actual and documented costs incurred by Contractor. The City will not reimburse Contractor for any avoidable costs incurred after receipt of cancellation including, but not limited to, lost profits, shipment of product, or performance of services. 8. Notices. All notices to be given pursuant to the Agreement will be delivered to the Contractor as listed on Page 1 of this Agreement. (Notice will be delivered pursuant to the requirements set forth the Mesa Standard Terms and Conditions that is attached to the Agreement as Exhibit C. 9. Representations of Contractor.To the best of Contractor's knowledge, Contractor agrees that: (a) Contractor has no obligations, legal or otherwise, inconsistent with the terms of the Agreement or with Contractor's undertaking of the relationship with the City; (b) Performance of the services called for by the Agreement do not and will not violate any applicable law, rule, regulation, or any proprietary or other right of any third party; (c) Contractor will not use in the performance of Contractor's responsibilities under the Agreement any proprietary information or trade secret of a former employer of its employees (other than City, if applicable); and (d) Contractor has not entered into and will not enter into any agreement, whether oral or written, in conflict with the Agreement. 10, Mesa Standard Terms and Conditions. Exhibit C to the Agreement is the Mesa Standard Terms and Conditions as modified by the Parties,which are incorporated by reference into the Agreement as though fully set forth herein. In the event of any inconsistency between the terms of the Agreement and the Mesa Standard Terms and Conditions, the language of the Agreement will control.The Parties or a Party are referred to as a"party" or"parties" in the Mesa Standard Terms and Conditions. The Term is referred to as the"term"in the Mesa Standard Terms and Conditions. 11. Counterparts and Facsimile or Electronic Signatures. This Agreement may be executed in two (2)or more counterparts,each of which will be deemed an original and all of which,taken together, will constitute one agreement. A facsimile or other electronically delivered signature to the Agreement will be deemed an original and binding upon the Party against whom enforcement is sought. 12. Incorporation of Recitals and Exhibits. All Recitals and Exhibits to the Agreement are hereby incorporated by reference into the Agreement as if written out and included herein. In the event of any inconsistency between the terms of the body of the Agreement and the Exhibits,the language of the Agreement will control. Exhibits to this Agreement are the following: (00237977-1) Page 11 of 26 t 3 i I • (A) Scope of Work • (B) Pricing • (C) Mesa Standard Terms and Conditions 13. Attorneys' Fees. The prevailing Party in any litigation arising out of the Agreement will be entitled to the recovery of its reasonable attorney's fees, court costs, and other litigation related costs and fees from the other Party. 14. Additional Acts. The Parties agree to execute promptly such other documents and to perform such other acts as may be reasonably necessary to carry out the purpose and intent of the Agreement. 15. Headings. The headings of the Agreement are for reference only and will not limit or define the meaning of any provision of the Agreement. {00237977.11 Page 12 of 26 s j By executing below, each Party acknowledges that it understands, approves, and accepts all of the terms of the Agreement and the attached exhibits. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CORECIVIC, INC. CITY OF MESA,AR NA By: By; - Natasha K. Metcalf Printed Name Printed a Vice President PartnershipDevelo meat Title Title REVIEWED BY: By: $BYause APPROVED AS TO FORM: By: Gc Mnnted e , t— Title / {00237977.1} Page 13 of 26 II 1 EXHIBIT A SCOPE OF WORK The Contractor has agreed to contract for the confinement of the City Inmates at its Florence Correctional Center located at 1100 Bowling Rd, Florence,Arizona(hereinafter referred to as the"Facility")or any other mutually agreed upon location. 1. DESCRIPTION OF ON-SITE SERVICES. It shall be the responsibility of the Contractor to confine and supervise adult males and females charged or convicted of a misdemeanor offense committed to or in the custody of the CITY. Contractor shall provide to such Inmates care and treatment, including the furnishing of subsistence and all necessary medical care;to provide for their physical needs;to retain them in safe,supervised custody;to maintain proper discipline and control;to make certain that sentences and orders of the presiding courts are effectively managed and executed; and otherwise to comply with applicable law. Inmates shall not be allowed to smoke at this Facility. 2. ACCREDITATION. Contractor agrees to maintain American Correctional Association (ACA) and National Commission on Correctional Health Care(NCCHC) accreditation. 3. RECORDS. The Contractor shall make available CITY Inmate records for the City to inspect, including medical records,to the CITY via a computer terminal containing same at the CITY Police Department. 4. RIGHT OF INSPECTION. The CITY shall have the right to inspect, at any reasonable time, the Facility. 5. ACCESS TO COURTS, Contractor shall ensure that Inmates have meaningful access to the courts, consistent with applicable law and American Correctional Association(ACA) Standards. 6. RETAKING OF INMATES. Upon demand, the Contractor will surrender any City Inmate($)to the designated official(s) of the City. 7. POLICIES. City Inmates housed at the Facility shall be subject to the policies and procedures and the rules and regulations of the Contractor. 8. APPROPRIATIONS. The terms of this Agreement are contingent upon sufficient appropriations and authorization being made by the CITY for the performance of this Agreement. If sufficient appropriations and authorization are not made by the CITY, this Agreement shall terminate upon sixty (60) days written notice provided by the CITY to the Contractor. The CITY's decision as to whether sufficient appropriations are available shall be accepted by the Contractor and shall be final 9. EMERGENCY PLAN. The Contractor shall develop and implement a written procedure outlining the coordination of law enforcement activities in the case of riot, rebellion, escape, or other situations requiring assistance from City,county or state law enforcement agencies. The plan shall include procedures to notify City as soon as practicable of any emergency incidents or situations requiring assistance from a law enforcement agency involving City inmates. City shall provide Contractor with a contact list, including phone numbers and email addresses, to be used for such notifications. 10. INDEPENDENT CONTRACTOR STATUS. The Contractor shall perform its duties hereunder as a contractor and not as an employee of City. Neither the Contractor nor any agent or employee of the Contractor shall be or shall be deemed an agent or employee of the CITY. Contractor shall have no authorization, express or implied, to bind the CITY to any agreements, liability or understanding except as expressly set forth herein. 11. INMATE INFORMATION. Priorto delivery of Inmates to the Facility, separate information packets for each individual inmate shall be provided electronically to Contractor by the CITY. {00237977.1} Page 14 of 26 EXHIBIT A SCOPE OF WORK 12. BOOKING AND INITIAL TRANSPORT OF INMATES TO FACILITY. Prior to the Contractor assuming custody of and transporting an Inmate to Facility, the CITY will book each Inmate into the automated Fingerprint Identification System (AFIS) and other national criminal databases as appropriate. Contractor is responsible transporting the Inmates from the Mesa Police Department to the Facility after the inmate has had his/her first appearance before the local judge. 13. TRANSFER OF INMATE FUNDS/PERSONAL PROPERTY. Personal funds due to the transferred Inmates shall be provided by the CITY upon transfer of the Inmate to the Facility, to be credited to the account of the transferred Inmate by the Contractor. The CITY will package and identify the personal property of each Inmate prior to transferring the Inmate to the facility. The CITY will ensure Inmate property is transferred to the Facility on the day the Inmate transfer. Any property sent from the CITY to the Contractor that violates the Contractor's policies and procedures will be returned to the CITY during the transport of inmates to and from the Facility. 14. TRANSPORTATION. Contractor shall provide round-trip transports per day to the City Police Department, seven days a week. At the present time, the CITY requires three (3) transport runs Monday through Thursday as follows: • The first would arrive— 0600 with between 10 to 15 inmates scheduled for court. Transport would return empty or with overflow from the following day - see last paragraph). • The second would return—1200 and would take inmates back from court. • The third would take new bookings (those arrested and sentenced in afternoon court) back to Contractor. • On Friday, Saturday and Sunday, one transportation run would be sufficient as Court is held new arrests/bookings only. • From time to time, the City may have a need to request up to five (5) additional transports during the month. Should the need arise, the additional transports will be billed separately based on an hourly guard rate pursuant to Exhibit B paragraph 3. 15. INMATE WORK. CITY Inmates may be assigned to on-site programs designed to simulate real world work experience by the Contractor. It is understood and agreed that this provision does not create an employer/employee relationship between City inmates and Contractor subject to the Federal Fair Labor Standards Act. 16. INMATE PROGRAMS. The Facility shall make available to CITY Inmates various programs at the Facility appropriate for the length of time in Facility,such as GED,Adult Basic Education,substance abuse and/or behavior modification programs;provided, howeverthat programming may be limited based on the resources available. Such programs must meet or exceed minimum ACA requirements. 17. DISCIPLINE. The Contractor shall have disciplinary authority over all City Inmates in its custody provided: (1)the disciplinary action is reasonable and proportionate in relation to the violation; (2) the action taken is impartial and nondiscriminatory; (3)the action is neither arbitrary nor retaliatory; and (4)the discipline is not physically abusive. Inmates who have violated the Contractor's rules and regulations will be subject to the same disciplinary rules and regulations as any other inmate housed by the Facility. However, nothing contained herein shall be construed to authorize or permit the imposition of a type of discipline prohibited by the laws and regulations applicable to the CITY or the State of Arizona. 18. HUMANE TREATMENT/USE OF FORCE. Contractor shall provide humane treatment to City Inmates,free from unnecessary and wanton infliction of pain, grossly disproportionate treatment in light of their charges/convictions, deliberate indifference to safety, health and welfare and other {00237977.1} Page 15 of 26 EXHIBIT A SCOPE OF WORK cruel and unusual punishment. Contractor may use reasonable force as required and as authorized by Contractor's policies and state and federal law. is. FOOD SERVICE. Contractor shall provide food service in accordance with ACA standards. Inmates shall be provided three meals daily, with no more than fourteen (14) hours between the evening meal and breakfast. 20. LAUNDRY CLOTHING AND HYGIENE ITEMS. Contractor shall provide City inmates with clothing, laundry service, and hygiene items in accordance with applicable state and federal laws and ACA standards. 21. DEATH OF AN INMATE. In the event of the death of an Inmate, the Contractor shall notify the local law enforcement agency and the CITY and shall make arrangements for the disposition of the body, at the City's expense. Contractor shall make arrangements for a fingerprint(right thumb or right index finger) to be taken. The Contractor shall request the Coroner for the local jurisdiction review all deaths and a copy of all related report(s) shall be forwarded to the City. 22. PHOTOGRAPHING AND PUBLICLY. Contractor shall not be authorized to release publicity concerning Inmates without the CITY's approval. The Contractor may photograph Inmates for identification purposes only related to official use; however, Inmate photographs may be disseminated to law enforcement officials and to the press in the event of an escape from the Facility by Inmate. 23. TELEPHONES. The Contractor shall provide a telephone system for use by the CITY Inmates. The Contractor shall retain all telephone revenues. 24. VISITATION. Contractor shall provide physical space, furniture, equipment, including video equipment enabling conferencing for court appearances, attorney conferences, and other visitations, and supervision for inmate visitation in accordance with applicable ACA Standards. Contractor shall only offer non-contact visitation to inmates at the Facility. 25. COMMISSARY. Contractor shall provide a commissary for the Inmates in accordance with ACA Standards. The Contractor shall retain all commissary revenues. 26. MEDICAL. (a) The costs of providing routine on-site medical services such as sick call, over-the-counter medications and medical supplies, mental health or dental services, customarily provided to persons sentenced to confinement in the Facility shall be considered usual costs incidental to the operation of the Facility and part of the costs reimbursed by the fixed Inmate day rate as provided by this Agreement. (b) The Contractor is responsible for all off-site medical, mental health and dental services, prescription drugs and associated treatments,including all costs associated with hospitalization of an Inmate. The Contractor will notify the City's designated Contract Monitor(s) in the event an Inmate requires extensive and costly medical services. The Contract Monitor(s) and the Contractor will collaborate to determine if the Inmate should be released from the Contractor's care to the City or if the City will reimburse the Contractor for the costly medical services. This will also involve contacting Court personnel to determine method of completing the Inmate's sentence. (c) The Contractor shall provide transportation and security to such off-site medical services listed in paragraph (b). In the event of emergency, Contractor agrees to provide transportation and security. Emergency medical services shall be obtained from the nearest appropriate hospital. (00237977.11 Page 16 of 26 EXHIBIT A SCOPE OF WORK (d) The Contractor shall provide the CITY with a copy of the Contractor's healthcare policy that complies with ACA and National Commission on Correctional Health Care (NCCHC) standards. 27. RECREATION. Contractor shall provide opportunities for City inmate recreation that comply with ACA requirements and state and local law. 28. RELIGIOUS ACTIVITIES AND ITEMS. Contractor shall comply with ACA standards regarding religious activities and worship, and shall further comply with the Religious Land Use Institutionalized Persons Act. 29. CONFIDENTIALITY. All documents,data compilations, reports,computer programs,photographs, data and other work provided to or produced by the Contractor in the performance of this Agreement shall be kept confidential by the Contractor unless written permission is granted by the City for its release. If and when Contractor receives a request for information subject to this Agreement, Contractor shall notify City within ten (10) days of such request and not release such information to a third party unless directed to do so by City. {00237977.1} Page 17 of 26 EXHIBIT B PRICING 1. COST AND REIMBURSEMENT. The compensation rate shall be fixed for two years. The compensation rate may adjust on the third annual anniversary date of the Contract and each annual anniversary date thereafter by the percentage of any increase in the U.S. Department of Labor Consumer Price Index (CPI) with prior approval from City. Nationwide figures issued for the previous year will be used to determine the CPI increase. The City shall be billed monthly by the Contractor for the actual number of inmates housed at the per diem rate agreed upon for the"Number of Inmates"based on the average daily population per month. Inmates that are received and released from the Facility in the same day and not captured in the midnight count shall be billed at one-half the per diem rate. Payment shall be made by the City within forty-five(45) days of receipt of the invoice and detailed billing statement. The parties recognize that rates agreed upon in this contract are based upon current law,applicable policies,American Correctional Association(ACA)standards, regulations and economic conditions in effect as of the date of this Agreement. If changes in law, policy,ACA standards, regulations or economic conditions increase the cost of Contractor's fulfillment of its obligations under the Agreement,the parties agree to review the changes and negotiate a modification of the Agreement in good faith to provide adequate compensation for the additional services. 2. HOUSING. The per diem for housing of City Inmates at the Facility shall be as follows: Average Monthly Number of Inmates Per Diem Rate 1-200 $67.96 201-300 $65.96 301-370 $63.96 371-440 $61.96 441+ $59.96 3. TRANSPORTATION. The City's transportation fee is a separate fixed monthly cost of$35,000.00 per month for the transport runs specified in Exhibit A, Section 14 and is billed as a separate fee pursuant to this Agreement.Any additional transports shall be billed at the then current hourly guard rate. The current rate is$46.08. Fee shall be based on time spent during transport and number of guards per transport. 4. UTILITIES. Contractor shall pay for all utility costs incurred in the performance of this Agreement. {00237977.1} Page 18 of 26 EXHIBIT C MESA STANDARD TERMS AND CONDITIONS 1. INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to the City will be that of an independent contractor. Contractor and all persons employed by Contractor, either directly or indirectly, are Contractor's employees, not City employees. Accordingly, Contractor and Contractor's employees are not entitled to any benefits provided to City employees including, but not limited to, health benefits, enrollment in a retirement system,paid time off or other rights afforded City employees. Contractor employees will not be regarded as City employees or agents for any purpose, including the payment of unemployment or workers' compensation. If any Contractor employees or subcontractors assert a claim for wages or other employment benefits against the City, Contractor will defend, indemnify and hold harmless the City from all such claims. 2. SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the express written permission of the City, provided, however, the City approves of any subcontracts in effect at the beginning of the term of this Agreement. All current subcontracts must be identified to the City prior to start of the Agreement. If Contractor has received authorization to subcontract work, it is agreed that all subcontractors performing work under the Agreement must comply with its provisions. Further,all agreements between Contractor and its subcontractors must provide that the terms and conditions of this Agreement be incorporated therein. 3. ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first receiving the City's written consent. Any attempted assignment,either in whole or in part, without such consent will be null and void and in such event the City will have the right at its option to terminate the Agreement. No granting of consent to any assignment will relieve Contractor from any of its obligations and liabilities under the Agreement. 4. SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. 5. NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the parties. Nothing set forth in this Agreement is intended to create,or will create,any benefits, rights, or responsibilities in any third parties. 6. NOW EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the materials or services set forth herein from other sources when deemed necessary and appropriate. No exclusive rights are encompassed through this Agreement. 7. AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by both parties. No charge for extra work or material will be allowed unless approved in writing, in advance, by the City and Contractor. 8. TIME OF THE ESSENCE. Time is of the essence to the performance of the parties' obligations under this Agreement. 9. COMPLIANCE WITH APPLICABLE LAWS. a. General. Contractor must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful conduct of business.Contractor must stay fully informed of existing and future federal, state, and local laws, ordinances, and regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense. Contractor bears full responsibility for training, safety, and providing necessary equipment for all Contractor personnel to achieve throughout the term of the Agreement. Upon request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and other activities used to ensure compliance. b. Drug-Free Workplace. Contractor is hereby advised that the City has adopted a policy establishing a drug-free workplace for itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and projects. Contractor will require a drug-free workplace for all Contractor personnel working under this Agreement. Specifically, all Contractor personnel who are working under this Agreement must be notified in writing by Contractor that they are prohibited from the manufacture, distribution, (00237977.11 Page 19 of 26 EXHIBIT C MESA STANDARD TERMS AND CONDITIONS dispensation, possession, or unlawful use of a controlled substance in the workplace. Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel, and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties. c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration Reform and Control Act of 1986(IRCA)in performance under this Agreement and to permit the City and its agents to inspect applicable personnel records to verify such compliance as permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all Contractor personnel have a legal right to live and work in the United States. I. As applicable to Contractor, under the provisions of A.R.S. § 41-4401, Contractor hereby warrants to the City that Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with, all federal immigration laws and regulations that relate to their employees and A.R.S. § 23-214(A) (hereinafter "Contractor Immigration Warranty"). ii. A breach of the Contractor Immigration Warranty will constitute as a material breach of this Agreement and will subject Contractor to penalties up to and including termination of this Agreement at the sole discretion of the City. iii. The City retains the legal right to inspect the papers of all Contractor personnel who provide services under this Agreement to ensure that Contractor or its subcontractors are complying with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any such inspections. iv. The City may,at its sole discretion,conduct random verification of the employment records of Contractor and any subcontractor to ensure compliance with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any random verification performed. v. Neither Contractor nor any subcontractor will be deemed to have materially breached the Contractor Immigration Warranty if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by Sections 274A and 274B of the Federal Immigration and Nationality Act and the E-Verify requirements prescribed by A.R.S. §23-214 (A). d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and represents and warrants that it complies with all applicable federal, state, and local laws and executive orders regarding employment. Contractor and Contractor's personnel will comply with applicable provisions of Title VII of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and applicable rules in performance under this Agreement. e. State Sponsors of Terrorism Prohibition. Per A.R.S. § 35-392, Contractor must not be in violation of section 60} of the Federal Export Administration Act and subsequently prohibited by the State of Arizona from selling goods of services to the City. 10. SALEVUSE TAX, OTHER TAXES. a. Contractor is responsible for the payment of all taxes including federal, state, and local taxes related to or arising out of Contractor's services under this Agreement, including by way of illustration but not limitation, federal and state income tax, Social Security tax, unemployment insurance taxes, and any other taxes or business license fees as required. If any taxing authority should deem Contractor or Contractor employees an employee of the City, or should otherwise claim the City is liable for the payment of taxes that are Contractor's responsibility under this Agreement, Contractor will indemnify the City for any tax liability, interest, and penalties imposed upon the City. 100237977.1} Page 20 of 26 1 EXHIBIT C MESA STANDARD TERMS AND CONDITIONS b. The City is exempt from paying certain federal excise taxes and will furnish an exemption certificate upon request.The City is not exempt from state and local sales/use taxes. 11. AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due to the City during the performance of services under the Agreement. Payments to Contractor may be offset by any delinquent amounts due the City or fees and charges owed to the City. 12. PUBLIC RECORDS. Contractor acknowledges that the City is a public entity, subject to Arizona's public records laws (A.R.S. § 39-121 et. seq.) and that any documents related to this Agreement may be subject to disclosure pursuant to state law in response to a public records request or to subpoena or other judicial process. 12.1. If Contractor believes document related to the Agreement contains trade secrets or other proprietary data, Contractor must notify the City and include with the notification a statement that explains and supports Contractor's claim. Contractor also must specifically identify the trade secrets or other proprietary data that Contractor believes should remain confidential. 12.2. In the event the City determines it is legally required to disclose pursuant to law any documents or information Contractor deems confidential trade secrets or proprietary data, the City, to the extent possible,will provide Contractor with prompt written notice by certified mail,fax, email or other method that tracks delivery status of the requirement to disclose the information so Contractor may seek a protective order from a court having jurisdiction over the matter or obtain other appropriate remedies. The notice will include a time period for Contractor to seek court ordered protection or other legal remedies as deemed appropriate by Contractor. If Contractor does not obtain such court ordered protection by the expiration of said time period, the City may release the information without further notice to Contractor. 13. AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for six (6)years after completion of the Agreement. The City or its authorized agent reserves the right to inspect any records related to the performance of work specified herein. In addition,the City may inspect any and all payroll, billing or other relevant records kept by Contractor in relation to the Agreement. Contractor will permit such inspections and audits during normal business hours and upon reasonable notice by the City. The audit of records may occur at Contractor's place of business or at City offices, as determined by the City. 14. BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested background checks of Contractor personnel who would perform services under the Agreement or who will have access to the City's information,data,or facilities in accordance with the City's current background check policies. Any officer, employee, or agent that fails the background check must be replaced immediately for any reasonable cause not prohibited by law. 15. DEFAULT. a. A party will be in default if that party: i. Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any similar action that affects Contractor's capability to perform under the Agreement; ii. Is the subject of a petition for involuntary bankruptcy not removed within sixty(60)calendar days; iii. Conducts business in an unethical manner as set forth in the City Procurement Rules Article 7 or in an illegal manner; or iv. Fails to carry out any term, promise, or condition of the Agreement. b. Contractor will be in default of this Agreement if Contractor is debarred from participating in City procurements and solicitations in accordance with Article 6 of the City's Procurement Rules. (00237977.1) Page 21 of 26 I { EXHIBIT C MESA STANDARD TERMS AND CONDITIONS c. Notice and Opportunity to Cure. In the event a party is in default then the other party may, at its option and at any time, provide written notice to the defaulting parry of the default. The defaulting party will have thirty(30)days from receipt of the notice to cure the default;the thirty (30)day cure period may be extended by mutual agreement of the parties, but no cure period may exceed ninety(90)days.A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default. Failure of the non- defaulting party to provide notice of the default does not waive any rights under the Agreement. d. Anticipatory Repudiation. Whenever the City in good faith has reason to question Contractor's intent or ability to perform, the City may demand that Contractor give a written assurance of its intent and ability to perform. In the event that the demand is made and no written assurance is given within five (5) calendar days, the City may treat this failure as an anticipatory repudiation of the Agreement. 16. REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy will not preclude the use of other remedies. In the event of default: a. The non-defaulting party may terminate the Agreement, and the termination will be effective immediately or at such other date as specified by the terminating party. b. The City may purchase the services required under the Agreement from the open market, complete required work itself, or have it completed at the expense of Contractor. If the cost of obtaining substitute services exceeds the contract price,the City may recover the excess cost by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid balance due to Contractor; (iii) collection against the proposal and/or performance security, if any; (iv) collection against liquidated damages (if applicable); or (v) a combination of the aforementioned remedies or other remedies as provided by law. Costs includes any and all, fees, and expenses incurred in obtaining substitute services and expended in obtaining reimbursement, including, but not limited to, administrative expenses, attorneys' fees, and costs. c. The non-defaulting party will have all other rights granted under this Agreement and all rights at law or in equity that may be available to it. d. Neither party will be liable for incidental, special, or consequential damages. 17. CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or obligated to cease performance by other provisions in this Agreement. 18. TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement for any or no reason, in part or in whole, upon sixty (60) calendar days' written notice. Contractor acknowledges that it has no expectation that this Agreement will not be terminated for convenience for any or no reason whatsoever with the sixty (60)day notice. 19. TERMINATION FOR CONFLICT OF INTEREST(A.R.S.§38-511). Pursuant to A.R.S. §38-511, the City may cancel this Agreement within three (3) years after its execution, without penalty or further obligation, if any person significantly involved in initiating,securing, drafting, or creating the Agreement for the City becomes an employee or agent of Contractor. 20. TERMINATION FOR NON-APPROPRIATION AND MODIFICATION FOR BUDGETARY CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds by its governing body to satisfy its obligations. If the City reasonably determines that it does not have funds to meet its obligations under this Agreement, the City will have the right to terminate the Agreement without penalty on the last day of the fiscal period for which funds were legally available. In the event of such termination, the City agrees to provide written notice of its intent to terminate thirty(30)calendar days prior to the stated termination date. (00237977.1) Page 22 of 26 EXHIBIT C MESA STANDARD TERMS AND CONDITIONS 21, PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement, Contractor will be entitled only to payment for those services performed up to the date of termination, and any authorized expenses already incurred up to such date of termination. The City will make final payment within thirty (30) calendar days after the City has both completed its appraisal of the materials and services provided and received Contractor's properly prepared final invoice. 22. NON-WAIVER OF RIGHTS. There will be no waiver of any provision of this agreement unless approved in writing and signed by the waiving party. Failure or delay to exercise any rights or remedies provided herein or by law or in equity, or the acceptance of, or payment for, any services hereunder, will not release the other party of any of the warranties or other obligations of the Agreement and will not be deemed a waiver of any such rights or remedies. 23. INDEMNIFICATION/LIABILITY. d. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action,fines or judgments,including costs, attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel's failure to comply with or fulfill the obligations established by this Agreement. e. Contractor will update the City during the course of the litigation to timely notify the City of any issues that may involve the independent negligence of the City that is not covered by this indemnification. f. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor or any third party harmless for claims based on this Agreement or use of Contractor-provided supplies or services. 24. WARRANTY. Contractor warrants that the services and materials will conform to the requirements of the Agreement. Additionally, Contractor warrants that all services will be performed in a good, workman-like and professional manner. The City's acceptance of service or materials provided by Contractor will not relieve Contractor from its obligations under this warranty. If any materials or services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at no additional charge to the City, will provide materials or redo such services until in accordance with this Agreement and to the City's reasonable satisfaction. Unless otherwise agreed, Contractor warrants that materials will be new, unused, of most current manufacture and not discontinued, will be free of defects in materials and workmanship, will be provided in accordance with manufacturer's standard warranty for at least one (1) year unless otherwise specified, and will perform in accordance with manufacturer's published specifications. 25. THE CITY'S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to prejudice the City's right to recover against third parties for any loss,destruction, or damage to City property, and will at the City's request and expense,furnish to the City reasonable assistance and cooperation, including assistance in the prosecution or defense of suit and the execution of instruments of assignment in favor of the City in obtaining recovery. 26. NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver any specific amount of materials or services or any materials or services at all under this Agreement and acknowledges and agrees that the materials or services will be requested by the City on an as needed basis at the sole discretion of the City. Any document referencing quantities or performance frequencies represent the City's best estimate of current requirements, but will not bind the City to purchase, accept, or pay for materials or services which exceed its actual needs. 27. OWNERSHIP. All deliverables, services, and information provided by Contractor or the City pursuant to this Agreement (whether electronically or manually generated) including without {00237977.11 Page 23 of 26 EXHIBIT C MESA STANDARD TERMS AND CONDITIONS limitation, reports,test plans,and survey results, graphics,and technical tables,originally prepared in the performance of this Agreement, are the property of the City and will not be used or released by Contractor or any other person except with prior written permission by the City. 28. USE OF NAME. Contractor will not use the name of the City of Mesa in any advertising or publiCity without obtaining the prior written consent of the City. 29, PROHIBITED ACTS. Pursuant to A.R.S. § 38-504, a current or former public officer or employee within the last twelve(12) months shall not represent another organization before the City on any matter for which the officer or employee was directly concerned and personally participated in during their service or employment or over which they had a substantial or material administrative discretion. Further, while employed by the City and for two (2)years thereafter, public officers or employees are prohibited from disclosing or using, without appropriate authorization, any confidential information acquired by such personnel in the course of his or her official duties at the City. 30. FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed. 31. RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or equipment incidental to providing these services and such loss, injury,or destruction will not release Contractor from any obligation hereunder. 32. SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Contractor or its employees. 33. WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, the materials and services being provided and that the City may use same without suit, trouble or hindrance from Contractor or third parties. 34. PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will without limitation, at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action,or pay any settlement of such action or claim.Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. if a preliminary or final judgment is - obtained against the City's use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation, either: (a) modify the item so that it becomes non-infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having at least equivalent capability; or(d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will be calculated on a useful life not less than five (5)years, plus any additional costs the City may incur to acquire substitute supplies or services. 35. CONTRACT ADMINISTRATION. The contract will be administered by the Purchasing Administrator and/or an authorized representative from the using department. All questions regarding the contract will be referred to the administrator for resolution. Supplements may be written to the contract for the addition or deletion of services. Payment will be negotiated and determined by the contract administrator(s). 36. FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose performance is so affected must also take all reasonable steps,promptly and diligently,to prevent (00237977.1} Page 24 of 26 I i EXHIBIT C MESA STANDARD TERMS AND CONDITIONS such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure extend beyond one hundred-twenty (120) calendar days from the scheduled delivery or completion date of a task unless agreed upon by the parties. 37. COOPERATIVE USE OF CONTRACT. The City has entered into various cooperative purchasing agreements with other Arizona government agencies, including the Strategic Alliance for Volume Expenditures (SAVE) cooperative. Under the SAVE Cooperative Purchasing Agreement, any contract may be extended for use by other municipalities,school districts and government agencies in the State of Arizona with the approval of Contractor. Any such usage by other entities must be in accordance with the statutes, codes, ordinances, charter and/or procurement rules and regulations of the respective government agency. The City currently holds or may enter into Intergovernmental Governmental Agreements(IGA)with numerous governmental entities. These agreements allow the entities, with the approval of Contractor,to purchase their requirements under the terms and conditions of this Agreement. A contractor, subcontractor or vendor or any employee of a contractor, subcontractor or vendor who is contracted to provide services on a regular basis at an individual school shall obtain a valid fingerprint clearance card pursuant to title 41, chapter 12, article 3.1. A school district governing board shall adopt policies to exempt a person from the requirements of this subsection if the person's normal job duties are not likely to result in independent access to or unsupervised contact with pupils. A school district, its governing board members, its school council members and its employees are exempt from civil liability for the consequences of adoption and implementation of policies and procedures pursuant to this subsection unless the school district, its governing board members, its school council members or its employees are guilty of gross negligence or intentional misconduct. Additionally,Contractor will comply with the governing body's fingerprinting policy of each individual school district and public entity. Contractor, subcontractors, vendors and their employees will not provide services on school district properties until authorized by the school district. Orders placed by other agencies and payment thereof will be the sole responsibility of that agency. The City is not responsible for any disputes arising out of transactions made by others. 38. FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price increases will be accepted without proper request by Contractor and response by the City's Purchasing Division. 39. NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or registered mail,postage prepaid;(iii)sent via overnight courier;or(iv)sent via facsimile. If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed effective three (3) calendar days after being deposited in the United States mail. If sent via overnight courier or facsimile, receipt will be deemed effective two(2) calendar days after the sending thereof. 40. GOVERNING LAW, FORUM. This Agreement is governed by the laws of the State of Arizona. The exclusive forum selected for any proceeding or suit in law or equity arising from or incident to this Agreement will be Maricopa County,Arizona. 41, INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto, supersede all prior oral or written agreements, if any,between the parties and constitutes the entire agreement between the parties with respect to the work to be performed. {00237977.1) Page 25 of 26 EXHIBIT C MESA STANDARD TERMS AND CONDITIONS 42. PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a part of this Agreement as if fully stated in it. 41 SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, which will otherwise remain in full force and effect. The parties will negotiate diligently in good faith for such amendment(s)of this Agreement as may be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or unenforceability. 44. SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond completion, termination, or other expiration of this Agreement, will survive and remain in full force and effect. Except as specifically provided in this Agreement,completion,termination,or other expiration of this Agreement will not release any party from any liability or obligation arising prior to the date of termination. 45. A.R.S. SECTIONS 1-501 and 1-502. Pursuant to Arizona Revised Statutes Sections 1-501 and 1- 502, any person who applies to the City for a local public benefit(the definition of which includes a grant, contract or loan) must demonstrate his or her lawful presence in the United States. As the Agreement is deemed a local public benefit, if Contractor is an individual (natural) person or sole proprietorship, Contractor agrees to sign and submit the necessary documentation to prove compliance with the statutes as applicable. {00237977.1} Page 26 of 26 I . I AM mesa•az CONTRACT AMENDMENT Contract Title: Private Jail Services Contract Number: 2012194 MA Number: 17000381Y3 Amendment Number: One (1) Effective Date of Change: June 1, 2020 Description of Change: 1. Section 1. Term of the AGREEMENT is hereby amended to Extend the term of the Contract. Term of contract not to exceed ten (10) months, beginning on June 1, 2020 and ending on March 31, 2021. 2. Exhibit B, Pricing of the AGREEMENT is hereby amended to reflect new per diem housing rates for this contract term. New per diem rates for housing of City Inmates at the Facility shall be as follows: Average Monthly Number of Inmates Per Diem Rate 1-200 $69.52 201-300 $67.48 301-370 $65.43 371-440 $63.39 441+ $61.34 3. All other terms and conditions of the above-referenced Agreement shall remain unchanged and in full force and effect. Acceptance: On behalf of the undersigned Contractor, I have given careful consideration to this Contract Amendment and hereby agree to the change(s)and except that as amended herein, all provisions of the Contract remain in full force and effect. CoreCivic: City of Mesa: DN. n signed by Edward ouedens DN.cn=Edward ouedens,o Ctiy of Mes! ,Arizona,ou=dens�mBusiness Services, eail-m d.oueesaazoov, Signature Signature Date.2020.05.1110a458-07'00' Adobe Acrobat version: Natasha Metcalf,VP, Partnership Contracts Counsel 2020.006.20042 Printed Name City Manager Designee 05/11/2020 Date Date e iewed b Kristy Garcia, CPPO, CPPB Procurement Supervisor 2012194 Amendment 1—Core Civic Page 1 of 1 mesa CONTRACT AMENDMENT Contract Title: Private Jail Services Contract Number: 2012194 MA Number: 17000381Y3 Amendment Number: Two (2) Effective Date of Change: April 1, 2021 Description of Change: 1. Section 1. Term of the AGREEMENT is hereby amended to Extend the term of the Contract through May 31, 2021. 2. All other terms and conditions of the above-referenced Agreement and Amendment 1 shall remain unchanged and in full force and effect. Acceptance: On behalf of the undersigned Contractor, I have given careful consideration to this Contract Amendment and hereby agree to the change(s)and except that as amended herein, all provisions of the Contract remain in full force and effect. CoreCivic: City of Mesa: Digitally signed by Edward Quedens DN:cn=Edward Quedens,o=Ctiy of Mesa,Arizona,ou=Business Services, email=ed.auedensgmesaaz.aov Signature Signature us - Date:2021.03.2508.5529-0700 Natasha K. Metcalf Adobe Acrobat version Vice President,Partnership Contracts Counsel 2020.013.20074 Printed Name City Manager Designee March 25, 2021 Date Date tzI 'A&z6-q' 16sty Garcia, NIGP-CPP, CPPO, CPPB Procurement Supervisor 2012194 Amendment 2—Core Civic Page 1 of 1 AM mesa CONTRACT AMENDMENT Contract Title: Private Jail Services Contract Number: 2012194 MA Number: 17000381Y4 Amendment Number: Three (3) Effective Date of Change: June 1, 2021 Description of Change: 1. Section 1. Term of the AGREEMENT is hereby amended to Renew the term of the Contract effective June 1, 2021 through May 31, 2022. 2. Exhibit B, Pricing of the AGREEMENT is hereby amended to reflect new per diem housing rates for this contract term. New per diem rates for housing of City Inmates at the Facility shall be as follows: Average Monthly Number of Inmates Per Diem Rate 1-200 $70.91 201-300 $68.83 301-370 $66.74 371-440 $64.66 441+ $62.57 3. All other terms and conditions of the above-referenced Agreement and Amendment(s) shall remain unchanged and in full force and effect. Acceptance: On behalf of the undersigned Contractor, I have given careful consideration to this Contract Amendment and hereby agree to the change(s)and except that as amended herein, all provisions of the Contract remain in full force and effect. CoreCivic: City of Mesa: Digitally signed by Edward Quedens DN:cn=Edward Quedens,o=Ctiy of Mesa,Arizona,ou=Business Services, Signature Signature =uS Natasha K. Metcalf _?Wafo� Date:2021.042007:11:17-07'00 Adobe Acrobat version: _Vice President,Partnership Contracts Counsel 2021.001.20145 Printed Name City Manager Designee April S,2021 Date Date iewed b : A&ZU2� Kristy Garcia, NIGP-CPP, CPPO, CPPB Procurement Supervisor 2012194 Amendment 3—Core Civic Page 1 of 1 EXHIBIT B SCOPE OF WORK 1. Transportation. Section 14 of the Mesa Contract (Exhibit A) Scope of Work is not applicable. All transportation of inmates shall be provided by City. 2. Medical. Substitute the following for Section 26 of the Mesa Contract (Exhibit A) Scope of Work: (a) The costs of providing routine on-site medical services such as sick call, medications and medical supplies, mental health or dental services, customarily provided to persons sentenced to confinement in the Facility shall be considered usual costs incidental to the operation of the Facility and part of the costs reimbursed by the fixed Inmate day rate as provided by this Agreement. (b) If an inmate requires hospitalization and is not eligible for release, Contractor will be responsible for the first $4,000 in hospitalization costs and the City will be responsible for all hospitalization costs in excess of $4,000. For purposes of this paragraph, hospitalization includes admission to and treatment at the hospital for any hospital- based services, including, but not limited to hospital admissions, emergency room visits and observation services. (c) If inmate hospitalization is required, the City will be given the opportunity to provide a City police officer or Reserve Officer to guard the inmate. If the City is unable to provide a City police officer or Reserve Officer, then the City will pay Contractor its guard hour rate to guard the inmate. The current guard rate is $47.06. (d) In an effort to decrease medication costs, if an inmate requires medications that were prescribed to the inmate prior to confinement, the inmate will be allowed to bring their medication and the prescription to the Facility and Contractor shall determine whether it is appropriate to issue the inmate the medication while the inmate is in the Facility. For inmates that require high cost medications, Contractor and the City will collaborate to determine if the inmate should be released from the Contractor's care to the City or if the City will reimburse the Contractor for the high cost medications. The City and Contractor will agree in writing upon those medications that qualify as high cost medications within a reasonable time after the execution of this Agreement. 3. Miscellaneous. (a) City inmates housed at the Facility will not participate in a City work release program. (b) Depending on Contractor's determination that space is available at the Facility, Contractor shall confine and supervise at the Facility those City inmates that the City may deliver to Contractor from time to time. Contractor may house City inmates together with other inmates housed at the Facility as appropriate, based upon classification and at the discretion of the Warden. (c) No attorney-client phone calls shall be intentionally recorded without the consent of the parties, while in the custody of CoreCivic.