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2022 03.28 HHSC Agenda
City of Apache Junction, Arizona Meeting location: City Council Chambers 1v 'Z 300 E.Superstition Blvd. Agenda Apache Junction,AZ \RizaNr 85119 Health and Human Services apachejunctionaz.gov Commission P:(480)982-8002 Monday, March 28,2022 5:00 PM City Council Chambers A. Call to Order B. Pledge of Allegiance C. Roll Call D. Consent Agenda 1. 22-191 Consideration of approval of agenda. 2. 22-192 Consideration of approval of regular meeting minutes of January 24, 2022. Sponsors: Jennifer Pena Attachments: 1.24.22 HHSC Meeting Minutes E. Public Hearings The following items are public hearings where members of the public are given the opportunity to speak. Once recognized by the Chairman,please come to the podium microphone and give your name and address. There is a five-minute time limit per speaker. F. Old Business G. New Business The Commission shall consider any business not yet considered.Arizona Open Meeting Law prohibits public comments at this time. 3. 22-189 Discussion on applications for Fiscal Year 2023 human services funding. Attachments: AJ CDC A New Leaf Boys and Girls Club Apache Junction Reachout Genesis Salvation Army 4. 22-190 Interview of applicants for Fiscal Year 2023 human services funding. City of Apache Junction,Arizona Page 1 Printed on 8/25/2026 Health and Human Services Agenda March 28,2022 Commission H. Information and Reports The chair at this time may announce information regarding activities involving Health and Human Services matters, such as, but not limited to attendance of commission members at community meetings or events, seminars or conferences, or upcoming events or conferences. 5. 22-195 Announcement of community events. I. Staff Liaison's Report The City Clerk, members of City staff or those individuals designated by the Manager, may present information pertinent to items under consideration or information related to the operation of the City. J. Selection of Meeting Dates, Times, Location and Purpose 6. 22-194 The regularly scheduled commission meetings are the fourth Monday of each month at 5:00 p.m. in the city council chambers located at 300 E. Superstition Boulevard. K. Adjournment Copies of this agenda and additional information regarding any of the items listed above may be reviewed from 7:00 a.m. to 6:00 p.m., Monday through Thursday, except holidays, at the City Clerk's Office located at 300 East Superstition Boulevard in Apache Junction,Arizona, 85119, telephone number is(480) 982-8002. 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. City of Apache Junction,Arizona Page 2 Printed on 8/25/2026 ►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition Boulevard o Agenda Item Cover Sheet Apache Junction,AZ U =i 85119 Agenda Item No. 1. �Piz oN* File ID: 22-191 Sponsor: Agenda Date: 3/28/2022 Index: In Control: Health and Human Services Commiss Consideration of approval of agenda. City of Apache Junction,Arizona Pagel Printed on 8/25/2026 ►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition Boulevard 01 Agenda Item Cover Sheet Apache Junction,AZ _ 85119 Agenda Item No.2. PizoNr File ID: 22-192 Sponsor: Jennifer Pena Agenda Date: 3/28/2022 Index: In Control: Health and Human Services Commiss Consideration of approval of regular meeting minutes of January 24, 2022. City of Apache Junction,Arizona Page 1 Printed on 8/25/2026 City of Apache Junction, Arizona Meeting location: 01 City Council Chambers `= 300 E Superstition Blvd. ;- Meeting Minutes Apache Junction,AZ +Q120N* Health and Human Services 85119 Commission apachejunctionaz.gov P: (480)982-8002 Monday,January 24,2022 6:00 PM City Council Chambers A. Call to Order Chair Mitchell called the meeting to order at 6:00 pm. B. Pledge of Allegiance Chair Mitchell led the Pledge of Allegiance. C. Roll Call Present 5- Commissioner Borey Vice Chair Erickson Commissioner Kinner Commissioner Brennan Chairperson Mitchell Staff present: Jennifer Pena, City Clerk Others: Barbara Kelly, Contract Worker D. Consent Agenda Vice Chair Ericksonl moved,seconded by Commissioner Brennan that the Health and Human Services Commission accept the agenda as amended and approve the minutes from the December 27,2021 regular meeting Yes: 5- Commissioner Borey,Vice Chair Erickson, Commissioner Kinner, Commissioner Brennan and Chairperson Mitchell No: 0 Chair Mitchell removed item no. 22-059 as it was a duplicate agenda item. Chair Mitchell called for a motion. 22-047 Consideration of approval of agenda. 22-048 Consideration of approval of regular meeting minutes of December 27, 2021. E. Public Hearings F. Old Business City of Apache Junction,Arizona Pagel Health and Human Services Meeting Minutes January 24,2022 Commission 22-051 Update on the Health and Human Services Commission Request for Financial Assistance Scoring Rubric. City Clerk Jennifer Pena presented the updated scoring rubric for the commission's review. The commission had no comments and liked the new format of the rubric. 22-059 Review, discussion and possible direction to staff on the Health and Human Services Financial Assistance Scoring Rubric. 22-060 Discussion and consideration on assessing community needs though a survey. Vice Chair Erickson presented several different surveys that can be used for gathering information. Chair Mitchell talked about using existing survey data as opposed to creating a new survey. City Clerk Jennifer Pena said this will be done at the council's direction if they would like to initiate the process as there isn't city staff or commission members to properly survey our citizens. She added this will be discussed at a council work session and possibly a regular council meeting for a direction to staff. She added that this would be a council policy decision. 22-061 Review of funding application timeline. City Clerk Pena reviewed the funding application timeline. G. New Business 22-062 Discussion on possible joint meeting with the city council on February 28, 2022. Vice Chair Erickson moved,seconded by Brennan that item no.22-062 as a continuation for discussion on a possible joint meeting to the February 28,2022 Health and Human Service Commission meeting. Yes: 5- Commissioner Borey,Vice Chair Erickson, Commissioner Kinner, Commissioner Brennan and Chairperson Mitchell No: 0 City Clerk Jennifer Pena reviewed the possibility of having a joint meeting between city council and the commission. She said that after revewng the city council discussion there will be a city council work session to discuss city code, set priorities, accountability, expectations, goals of the commission,and possibly decide how the funds should be utilized. She added that there may be a funding time limit as far as how many years an entity can receive funding. She recommended the item be continued so that it can be discussed at a future meeting. Chair Mitchell called for a motion to continue the item until February 28, 2022. H. Information and Reports 22-049 Announcement of community events. City of Apache Junction,Arizona Page 2 Health and Human Services Meeting Minutes January 24,2022 Commission Vice Chair Erickson announced the Genesis Project is open on Sunday, January 30 from 12 pm to 2 pm for the Rhino Recreation. Lunch will be served. They are located at 564 N. Idaho Road, Ste. 5 in Apache Junction. Commissioner Borey announced the Chamber of Commerce is selling tickets for the Lost Dutchman Days from February 25th through February 27, 2022. She added there is a rodeo dance, a parade and a carnival. Information can be obtained at the chamber of commerce or www.lostdutchmandays.org. Chair Mitchell announced that the Lost Dutchman Marathon is February 20th and starts at 7:45am. The Rotary Club will be hosting a water station for the runners. He added that Stand Up AJ, a nonprofit devoted to drug awareness and helping children make better choices, is having a meeting on Wednesday, January 26th at 3:00 pm at the Multi Gen Center and invites everyone to their meeting. He added the Rotary Club of Superstition Mountain invites everyone to their meeting on Wednesday at 12:00 at the Gold Canyon Gold Club. He also invited anyone interested to attend the Focal Point and Tourism Group meeting on Tuesday, February 8th at the Chamber of Commerce at 10:30 am. The Pinal County Point in Time count has been rescheduled due to the increasing numbers of covid. It's been rescheduled for February 23rd through the 28th. Contact him at jmitchellrecr@gmail.com for more information. Commissioner Borey announced that on January 29th at 7:00 am is the Lost Dutchman Charity Golf Tournament, the Renaissance Festival starts February 5 through April 3rd, on February 12 is movies in park at Flatiron Park and in March is the Blues and Brews at Flatiron Park, March 12th is the Antique Tractor Show at the Rodeo Grounds. I. Staff Liaison's Report J. Selection of Meeting Dates, Times, Location and Purpose 22-050 The regularly scheduled commission meetings are the fourth Monday of each month at 5:00pm in the city council chambers located at 300 E. Superstition Boulevard. Chair Mitchell announced the next meeting will be Monday, February 28, 2022 at 5:00 pm. K. Adjournment Chair Mitchell adjourned the meeting at 6:40 pm. Jeffrey Mitchell Chair City of Apache Junction,Arizona Page 3 ►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition Boulevard o Agenda Item Cover Sheet Apache Junction,AZ U =i 85119 Agenda Item No. 3. �Piz oN* File ID: 22-189 Sponsor: Agenda Date: 3/28/2022 Index: In Control: Health and Human Services Commiss Discussion on applications for Fiscal Year 2023 human services funding. City of Apache Junction,Arizona Pagel Printed on 8/25/2026 �° PQACHf�G�pp City of Apache Junction � .--- 300 East Superstition Blvd •Apache Junction,AZ 85119 • // gRIZO www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request 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 Health & Human Services Commission I Apache Junction, AZ - Official Website (apacheiunctionaz.gov). 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.https://www.apacheeunctionaz.gov/a'code. Application Due Date January 31, 2022 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. Applications can be submitted in person to the City Clerk's Office or via e-mail to hhsc(ab-apacheiunctionaz.gov. City offices are open Monday through Thursday, 7:00 am to 6:00 pm. 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 1 M-0(!�AD �° PQACHf�G�pp City of Apache Junction i 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request for Financial Assistance Required Documentation per Ordinance No. 659 1. Most recent audit report 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 2 �° PQACHf�G�pp City of Apache Junction i 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request for Financial Assistance Agency Information Name of Agency 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 3 �° PQACHf�G�pp City of Apache Junction i 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/10NP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request 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 4 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance 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. Does your agency have adequate capacity to complete the project being Yes requested? 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.211 Arizona.org website? No 5 5 o� "f✓G�Op Cityof Apache Junction.Z =s 300 East Superstition Blvd •Apache Junction,AZ 85119 • // l lJ gpIZ.0, www.apachejunctionaz.gov • (480) 982-8002 c HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Yes Have you participated in a Project Connect event in the past? Yes Have you participated in a Health and Wellness Expo in the past? 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 Yes Do you have current By Laws signed by the Board of Directors?* 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 6 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request 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. 7 �° PQACHf�G�pp Cityof Apache Junction ,I) 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '4R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request 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. a 8 � PPACHf�Gti-z City of Apache Junction - V / 300 East Superstition Blvd • Apache Junction, AZ 85119 • / �R�zoNP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Is there local documentation which identifies this as a problem? Yes, through Development Services and AJCDC documented project completions to include recaps and photo's Has the city or the commission identified this as a problem? Yes, through AJ Development Services Department 9 9 �° PQACHf�G�pp City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '4R1Z.0 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION gym' Request 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. 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? Current and Recent 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 10 � PPACHf�Gti-z City of Apache Junction - -..- �-y� 300 East Superstition Blvd • Apache Junction, AZ 85119 p '9RIZON P www.apachejunctionaz.gov • (480) 982-8002 &,;!�1-u HEALTH & HUMAN SERVICES COMMISSION Request 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 16 Sponsors for the Purchase of Volunteer Safety T-Shirts = $3,400 annual supply And many other local AJ business service companies and volunteers providing "In Kind" Donations our largest Event "Make A Difference Day" resulted in $13,380 to our community. 11 11 �° PQACHf�G�pp City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONT : Request 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 Revitalization Clean It Volunteers Co-ordination of all resources Reduced Code Cases Improved property Happy Citizens 12 12 � PPACHf�Gti-z City of Apache Junction - V / 300 East Superstition Blvd • Apache Junction, AZ 85119 • / 9R/Z01A www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request 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 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) are received from the City of Apache Junction. This allows for the project completions and funding for each individual project - all projects have a different need / or resource IE: Garbage removal requires Container and Dump Fee's THE AJCDC solicits donations for the project and completes it accordingly. 13 13 �° PQACHf�G�pp City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request 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 1,840.00 1,200.00 1,750.00 1,470.00 $ 6,260.00 2 $ 3 $ 4 $ 5 $ 6 $ 7 $ 8 $ 9 $ 10 $ Total $ 1,840.00 $ 1,200.00 $ 1,750.00 $ 1,470.00 $ 6,260.00 What percentage of the project budget is being requested? 100 What percentage of your budget is the requested funding? 100 14 14 �° PQACHf�G�pp City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '4R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request for Financial Assistance Narrative Please provide a detailed budget narrative for each itemized expense. 1 Administrative, Insurance, Website & email, Postage, Printing, Office supplies, Misc 2 Community Revitalization, Equipment, dump fees, misc. other 3 4 5 6 7 8 9 10 15 15 �° PQACHf�G�pp City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request 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 Revitalization Code Cases Elderly Happy As needed Completion 2 MADD Day of Service Community Happy Annual Visual 3 4 Completed applications and documents can be submitted in person to the City Clerk's Office or via e-mail to hhsc(ciapachejunctionaz.gov. City offices are open Monday through Thursday, 7:00 am to 6:00 pm. 16 16 �° PQACHf�G�pp City of Apache Junction i 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request for Financial Assistance Scoring Rubric 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 required documentation 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 17 Apache Junction Community Development Corporation The AJCDC Does not have funding available for audits. The Board of Directors continually monitor, review and approve all financials. The Board meets the 41" Wednesday of each month including our City Staff Liason. 18 Apache Junction CDC Year2021-2022 Checking Balance Carried CDC Checking Focal Point Savings Acct Median Forward July 1,2021 $ 1,653.96 $ 2,591.87 $ 362.35 $ 3,622.61 Revenue .1 .2 .3 .4 Summary CDC checking Focal Point Savings Acct Median July 1,563.40 August $ 3,037.80 $ $ $ September $ 400.00 $ - $ 0.01 $ October $ - $ - $ - $ November $ 1,822.00 $ - $ $ December $ 144.75 $ January $ - $ - $ $ February $ $ $ March $April $ - $ $ May $ - $ $ une - Revenue YTD I $ 6,823.201 $ 144.751 $ 0.01 1 $ - Total Revenue YTD $ 6,967.96 Expenditures .1 .2 .3 .4 Summary CDC Checking Focal Point Savings Acct Median July 2,722.11 $ Au ust $ 3,148.30 $ $ $ September $ $ October $ 1,594.18 $ - $ $ November $ 195.00 $ - $ $ December $ - $ $ January $ $ February $ $ March $ $ - $ $ April $ - $ $ May $ - $ $ une - Expenditure YTD $ 7,659.59 $ - $ - $ - Total Expenditures YTD 7,659.59 Accounts At A Glance Account balances(checking)carried forward 7/1/2020 $ 1,653.96 Revenue YTD(checking) $ 6,823.20 Expenditures YTD(checking) $ 7,659.59 Balance(checking) $ 817.57 Checking Account balances=Balance carried forward from 7-1-2020+revenue YTD-expenditures YTD Balance Focal Point $ 2,736.62 Project Specific Only Balance Savings $ 362.36 CDC Operating Balance Median $ 3,622.61 Project Specific Only Total Checking $ 7,176.80 19 2/26/2021 Online E-Payments Invoice Payment You are making a payment on invoices for the following account: Reference ID: 2962044 Total Payment: $818.00 Payment Confirmation: Thank you for your payment. 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Payment Confirmation: 82E3F3891EC0 Payment Amount: $818.00 Processing Date: 2/26/2021 Bank Account Name: Apache Junction Community Development Corporation Bank Account Number: ****6215 Bank Account Routing 322172111 Number: CLOS 20 https://www.cochraneco.com/Accounting/Payment 1/1 R� AEPUBLIC 4611 W Lower Buckeye Road Account Number 3-0753-0204194 V�404 SERVICES Phoenix AZ 85043-610404 Invoice Number 0753-006121702 Customer Service (602)237-2078 Invoice Date January 31, 2021 RepubiicServices com/Support Previous Balance $241.02 Payments/Adjustments -$241.02 Important Information Current Invoice Charges $647.20 It's easy to go paperless' Sign up for Paperless Billing at RepublicServices com and enjoy the convenience of Total Amount Due Payment Due Date managing your account anytime, anywhere, on any device $647.20 February 20, 2021 PAYMENTS/ADJUSTMENTS Description Reference Amount Payment-Thank You 01/21 1110 -$241 02 CURRENT INVOICE CHARGES Description Reference Quantity Unit Price Amount 758 N Saguaro 758 N Saguaro Dr CSA A206657527 Apache Junction,AZ 1 Waste Container 40 Cu Yd, On Call Service Minimum Lift Fee 01/31 1.0000 $150.00 $150 OC 1 Waste Container 40 Cu Yd, On Call Service Disposal/Recycling 01/18 1348912 9.5700Tons $382 8C Pickup Service 01/18 James Miller 1.0000 $100.00 $100 0C Total City Sales Tax S3 6C Total County Sales Tax $2.40 Total State Sales Tax $8 40 CURRENT INVOICE CHARGES $647.20 Simple account access at your fingertips. Dovi.-niocJ the Rerub is Senvices Epp or :i::t Rep ublicServices.cotli zoda,✓. {�� REPUBLICTotal Amount Due $647.20 SERVICESTotal Please Retum This Payment Due Date February 20, 2021 4811 W. Lower Buckeye Road Portion With Payment Account Number 3-0753-0204194 Phoenix AZ 85043 810404 Invoice Number 0753-006121702 Total Enclosed Address Sery ce Requested '�II11"If I�11lll�flllll�r!{lIIIIIII�JIII I11111AIIII1I{IIIIIIIII Make Checks Payable To: ry 758 N SAGUARO FOXYOUNG �f���l'�I�I11'�I�I'I�'I{IIII'Ifl�lll�l'I�""111111..I"I�II'I�!! 9: 300 E SUPERSTITION BLVD APACHE .'UNCTION AZ B5119-2825 REPUBLIC SERVICES#753 PO BOX 78829 PHOENIX AZ 85062-8829 21 307530204194000a00612170200006472000D0647201 REPUBLIC 4811 W Lower Buckeye Road Account Number 3-0753-0204194 �a scfrnces Phoenix AZ 85043-810404 Invoice Number 0753-006086181 v Customer Service (602)237-2078 invoice Date December 31, 2020 RepublicServices com/Support Previous Balance $0.00 Payments/Adjustments $0.00 Important Information Current Invoice Charges $241.02 It's easy to go paperless' Sign up for Paperless Billing at RepublicServices com and enjoy the convenience of Total Amount Due Payment Due Date device managing your account anytime, anywhere, on any $241.02 January 20, 2021 CURRENT INVOICE CHARGES Description Reference Quantity Unit Price Amount 758 N Saguaro 758 N Saguaro Dr CSA A206657527 Apache Junction,AZ 1 Waste Container40 Cu Yd, On Call Service Container Delivery 12/17 1.0000 $159.50 $159.50 Delivery Discount 12/17 1.0000 -$159.50 -$159.50 Disposal/Recycling 12/24 1344906 3.3600Tons $141.02 Pickup Service 12124 1.0000 $100.00 $100.00 CURRENT INVOICE CHARGES $241.02 Simple account access at your fingertips. Download the Republic Services app or visit - RepublicServices.com today. j iL+WQ� REPUBLIC Total Amount Due $241.02 Please Return Th s Payment Due Date January 20,2021 4811 W. Lower Buckeye Road Port on W ih Payment Account Number 3-0753-0204194 Phoenix AZ 86043-810404 Invoice Number 0753-006086181 Total Enclosed Address Service Requested Z Make Checks Payable To 'III IIII'll'IIIIIIIIIIII"III'I'llll lllll'l lllllll�,l,Ilrlllll l!I 758 N SAGUARO r , , r! I I II ill ill �r I II it Iili I ! �1 n FOX YOUNG IIIII !IlIIII I li In I I IIII I I I I I I I II ry 300 E SUPERSTITION BLVD REPUBLIC SERVICES#753 o= APACHE JUNCTION AZ 85119-2825 PO BOX 78829 22 PHOENIX AZ 85062-8829 30753020419400000060861810000241020000241028 Striking Stone 602.284.0302 Date 01/27/21 20816 North 20th Avenue www.StrikingStone.com Invoice No. 4662 Suite #30 Phoenix, AZ 85027 P.O. Number Terms Due on receipt Project S riki� S tie 9 Apache Junction Comm Dev Jim Duncan 602.432.6184 jim.duncan@cox.net Item Description Quantity Brick Brick engraving 3 22.00 66.00 Includes art setup, engraving and black pigment Client provided concrete pavers Belgard Holland APACHE JUNCTION COMMUNITY DEVELOPMENT CORP. AJ AZ, 2020 ROGER GOWEN U.S. NAVY 2019 PARADE GRAND MARSHAL EVANS FAMILY COURTNEY TREY CORINNE COLE GAIL 2021 Sales Tax 8.60% 8.60% 0.00 All past due invoices will be assessed a 15% late fee. Thank you for choosing Striking Stone! Total $66.00 23 Striking Stone 602.284.0302 Date 02/11/21 20816 North 20th Avenue www.StrikingStone.com Invoice No. 4690 Suite #30 Phoenix, AZ 85027 P.O. Number Terms Pay in full upon... Project S riki� S tie 9 Apache Junction Comm Dev Jim Duncan 602.432.6184 jim.duncan@cox.net Item Description Quantity Brick Brick engraving 1 22.00 22.00 Includes art setup, engraving and black pigment Client provided concrete pavers Belgard Holland LOVE YOU FOREVER 47 #KEEP DIGGIN Sales Tax 8.60% 8.60% 0.00 All past due invoices will be assessed a 15% late fee. Thank you for choosing Striking Stone! Total $22.00 24 Payment information Payment Method: Items) Subtotal: $21.48 Visa I Last digits: 0646 Shipping & Handling: $0.00 Billing address Total before tax: $21.48 Malcolm J Duncan Estimated tax to be collected: $1.67 2745 E Smoketree st. ----- Apache Junction, AZ 85119 Grand Total:$23.15 United States Credit Card transactions Visa ending in 0646: March 8, 2021:$23.15 To view the status of your order, return to Order Summary. Conditions of Use I Privacy Notre®1996-2021,Amazon.conn,Inc.or its affiates Payment Method: Item(s) Subtotal: $4.99 Visa I Last digits: 0646 Shipping & Handling: $0.00 Billing address Total before tax: $4.99 Malcolm J Duncan Estimated tax to be collected: $0.39 2745 E Smoketree st. ----- Apache Junction, AZ 85119 Grand Total:$5.38 United States Credit Card transactions Visa ending in 0646: March 9, 2021:$5.38 To view the status of your order, return to Order Summary. Conditions of Use i Privacy Notice© 1996-2021,Amazon.com,Inc.or its affiliates I of 1 3/18/2021,12:47 PM 25 s les - W4V0kCE UATE INVOICE NO, = PAGE XB0002993-02 1 11pp1y BARRE,VT ELBERTON,GA DELIVERY TICKET MONTROSE, PA Website:www.milessupply.com ROCKVILLE,MN S S GENERAL ACCOUNT O ***CASH CUSTOMER**** H FOX YOUNG D P CITY OF APACHE JUNCTION 300 E SUPERSTITION BLVD T T APACHE JUNCTION AZ 602-432-6184 85119-2825 US DUE: 2/24/21 (?A©EHNt! 1.1 _ Gu%T4-QMshw0, SALEBREP PL%'K*V8EOR0EHN0. 99FDATE SHiPvu B0002993 2/24/21 CASH08 jWHN 3/10/21 —eePPRIPPIER S UP ' -- -T#'Efi4�lO. - - i�Ei�14E8Cfl(PTION pUA wy oRmfwn WNGTMAHNWED STK UN9 Uhrr F%GE PRC UNff L>1ScoL"T 9MNjGFD PW.,F MILES TO PAY SHIPPING* 000140 STONE TONE BLACK SHADOW QUART (C 13) 1.00 1.00 Q 11.85 QT 11.85 11.85 I i r i Finance charges of 1.5%per month(189`o per annum)for all unpaid balances over 30 days plus collection costs,induding all reasonable attorney fees. SALES AMOUNTLi 11.85 MISC'..CHARGES'.. WaKs TAX 1 .00 TOTAL 11.85 REMIT: 143 BOYNTON ST, BARRE,VT 05641 PAYMENTR€C'D° .00 PHONE: (800)396-8049, (802)476-3963 ,0AlARGEDUE 11.85 l 26 eW REPUBLIC 4811 W. Lower Buckeye Road Account Number 3-0753-3203371 �v SERVICES Phoenix AZ 85043-810404 Invoice Number 0753-006226167 v Customer Service (602)237-2078 Invoice Date April 25,2021 RepublicServices.com/Support Previous Balance $108.30 Payments/Adjustments -$108.30 Important Information Current Invoice Charges $285.40 Rates were adjusted per contracted CPI:Water, Sewer, Trash public index December 2019-December2020 Total Amount Due Payment Due Date $285.40 May 15,2021 PAYMENTS/ADJUSTMENTS Description Reference Amount Payment- Thank You 04/01 5555555 -$108.30 CURRENT INVOICE CHARGES Description Reference Quantity Unit Price Amount Marina Nelson Temp 2075 S Raindance Rd CSA A216966437 Apache Junction,AZ 1 Waste Container 40 Cu Yd,On Call Service Disposal/Recycling 03/26 1362036 2.7600Tons $110.40 Pickup Service 03/26 James Miller 1.0000 $175.00 $175.00 CURRENT INVOICE CHARGES $285.40 Simple account access at your fingertips. Download the Republic Services app or visit RepublicServices.com today. e �RTi REPUBLIC Total Amount Due $285.40 J_a r uvictti V/1• Thank You For Choosing Paperless Payment Due Date May 15,2021 4811 W. Lower Buckeye Road Account Number 3-0753-3203371 Phoenix AZ 85043-810404 Invoice Number 0753-006226167 Total Enclosed Q Return Service Requested For Billing Address Changes, Check Box and Complete Reverse. Make Checks Payable To: MARINA C NELSON 2075 S RAINDANCE RD APACHE JUNCTION AZ 85119-3928 REPUBLIC SERVICES#753 PO BOX 78829 PHOENIXAZ 85062-8829 27 30753320337100000062261670000285400000285405 REPUBLIC SERVICES UNDERSTANDING YOUR BILL Visit RepublicServices.com/MyBill IMPORTANT INFORMATION Check Processing (Continued from Page 1) When you provide a check as payment,you authorize us to use information from your check to It's easy to go paperless! Sign up for make a one-time electronic fund transfer from your account. When we make an electronic transfer, Paperless Billing at funds may be withdrawn from your account the same day we receive your payment or check and RepublicServices.com and enjoy the you will not receive your check back from your financial institution. convenience of managing your account anytime,anywhere, on any device. Cancellation&Payment Policy Unless prohibited by applicable law, regulation,or franchise or other agreement:(1)we reserve the right to require that payment for services be made only by check,credit card or money order; and (2)if service is canceled during a billing cycle, you will remain responsible for all charges,fees and taxes through the end of the billing cycle. You will not be entitled to proration of billing or a refund forthe period between the notice of termination and the end of the current billing cycle. 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BILLING ADDRESS CHANGE Address City State Zip Code Phone Alternate Phone 28 Gmail-Est ready 05/18 Hyper Tough Cowhide Leather... & 3 more items 5f20!21, 3 37 PM May 18, 2021 before 8pm Apache Junction Supercenter James Humphries We'll contact you again when your order is ready for pickup. 2555 W Apache Trl Add or Edit Apache Junction, AZ 85120 Mobile number: Not Entered ++ Add or Edit Item Qty Total Hyper Tough Cowhide Leather Palm with Safety Cuff Work 20 $35.40 Gloves, Men's Large $1.77 Hyper Tough 6-pair Large Canvas with Dots Gripping Work 3 $15.00 Gloves, Men's Large $5.00 Order summary Order subtotal: $50.40 Total tax $4.84 Pickup FREE Donation to Partnership for a Healthier America $0.76 Order total $56.00 Billing information Billing address Payment method(s) James Humphries MASTERCARD ending in 8954 1428 W 14th Ave Apache Junction, AZ 85120 Credit cards aren't charged until your order ships. If you see a pending charge on your account prior to shipping, this is an authorization hold to ensure the funds are available. Helpful information • Need to cancel? You can do so anytime here. • Need to return? Start a return for any Walmart or Marketplace item here. For more information visit our returns help_p_qgg. • Credit cards aren't charged until your order ships or your pickup order is ready at the store. If you see a pending https//mail.google.comjmall/u/0?ik=c16fc9a267&view=pt&search_a..read-f%3A1700125276536991890&simpl=msg-f%3A1700125276536991890 Page 2 of 4 29 �t�l'{�1 i1 11 l _ ltlls"f' fll7 A3 KABA I ; I RLI i itl)H AL;:. I IARBWARE 4,"U i 911J"93 ZJ CU'l MA 1 LRI AI.S W111-kF I URNABI E, ALL IcLIURNS mlisl BE A0,01.1PANIED BY RECEIPT . 6120121 G.4..iAM ISAN lRA SALT 7196140 1 EA 7.99 EA IRUFUEL 50: 1 3201 7.99 3ZOO80060 I EA b.99 CA GILF111141ST .08() 40' L00P GNEL 6.1)9 9269862 1 EA .58 EA *N CMN Donations .56 SUB-10TAL :$ 15.5t; TAX: $ 1 .44 TOTAI : $ 17.00 BC ALIT: $ 17.00 Bk CARD#: XXXXXXXXXXXX89LJ4 MID:*0#**}+*7441 TID: AUIH: 8549814 AMT: $ 17.00 Host reference #:496862 Bator Chip Rear! CARD TYPE:MA`)ARGARD LXPP: XXY.X AID A000000004101u 1 VR 6000008000 IAL : 011(jbf)7uG122111.)Oul-(Hl(1i)00l1U000OOi, TSI E800 ARC : 00 MODE : Issuer CVM No CVM Nance Mastercard ImID/Va lCode: 075708 Sank card U5l)$ 17.00 III III II III11IilIIIIIIIifIII!I III ==» JRNL#E96882 CUST NO:*32341 1HANK YOU JAMES 0 HUMPHRIES FOR YOUR PATkONAGE ACE REWARDS 11) # 1905697:324 Acct: JIM HUMPHRIFS CUSto018r Copy 111ANI( YOU FOR CHOOSING US! 480-983-92.23 Thank you, for yoc,r dona t i or r of $ .58 to PHOENIX CHILDRF.NS HOSPIIAt. . . ,.,.,....,. f.f f L a. + f f.4 f,f.i L.i i r 1•I•-►1 b•i•t t F F 30 Fox Young From: Jim Duncan <jim.duncan@cox.net> Sent: Thursday, April 15, 2021 12:35 PM To: Fox Young Subject: Fwd: [External] Order Confirmation Sent from my Whone Begin forwarded message: From: support@cybersource.com Date: April 15, 2021 at 12:17:42 PM MST To: Jim.duncan@cox.net Subject: Order Confirmation Reply-To: Corporations Division <ACCDoNotReply@azcorpcomm.gov> CyberSource am PWWW of Receipt Date: 15-04-2021 Order Number: 202104151205630 Billing Information Malcom Duncam 2745 E Smoketree St Apache Junction AZ u5 85119 jim.duncan@cox.net 6024326184 Payment Details Order Total Visa Total amount $10.00 xxxxxxxxxxxx0646 Please keep a copy of this receipt for your records 1 31 4/15/2021 Arizona Corporation Commission My Dashboard (/AzDashboard/Index) Online Services (/OnlineMenu/Index) My Entities (/Registe red 6usinesses/MyBusinesses) My Profile (/AzAccount/UserProfile) Entity Search (/EntitySearch/index) 'AC CONFIRMATION Submission Successful Payment Confirmation Number: 565e7abO-147a-46b9-b385-f6c927fe5ed4 Important Note:A confirmation email will be sent to the email address provided in the payment screen. Your document will be processed within the posted processing times-check processing times here Entity Name Document Type Created Date And Time Amount Status THE APACHE JUNCTION 2021 Annual 4/15/2021 12:15:22 COMMUNITY Report PM $10.00 Approved DEVELOPMENT p CORPORATION Total Paid: $10.00 A. PDF copy of your filing/ order can be accessed from the My Correspondence section of your dashboard. Privacy Policy(http://azcc.gov/privacy-policy) I Contact Us (http://azcc.gov/corporations/corporation-contacts) 32 https://ecorp.azcc gov/Confirmation?Index 1,,2 �T 5 TICKET ff CELL APACK-MeRtJ LF Junction, AZ 85119 1374364 W EIGHRtASTER +950 TOMHOK ROAD Maricruz N. ADArur Yhlrr• 011-1 DATEMME IN 5/2 5/21 10:14 am OATErt1ME OUT TS 5/25/21 10:14 am 119 VEHICLE 107 CONTAINER REFERENCE 1 500 POUNDS BILL OF tAOING J _ �T 500 NET TONS 0.25 INBOUND IT 0 NET WEIGHT 500 CASH DESCRIPTION RATE EXTENSION TAX TOTAL $10.19 $10.19 $0.06 $10.25 Tax Total / STATE LF DISPOSAL $0.06 _ Signature Pa ent s CREDIT CARD-SCALE $10.25 510. 5 TWREg— The undersigned Individual signing this document on behalf of Customer acknowledges that tie or she tins rend and understands the terms and conditions on the reverse side and that he or she has the authority to sign this document on behalf of the cuslomrr RS-F042UPR(04/19) SIGNATURE CHECK# z a U SITE TICKET I CELL A J LAMFILT- ^" u '� w• sn-- O .-awe, WEIGHMASTER �. 1'+ DATE/TIME IN OATFJrIME OUT o x VEHICLE CONTA Nx w a ( REFERENCE APING x u iY o o- b `y``. p 0.25 INBOUND Qc >---- 500 CASH OT RATE EXTENSION TAX TOTAL r a $10.19 $10.19 $0.06 $10.25 1 Tax Total STATE LF ISPOSAL FE: $0.06 �_ sigfiatur � Paynent(M CREDIT CARD-SCALE $10.25 *, !=1025 33 TENDERED $10.25 The undersigned Individual signing this document on behalf of Customer acknowledges that he or she has road and understands the terms and Conditions CHANGE nn the rani .nl rl...1H 1h.l hn-,♦h.h..Ih-14h 1111 In.Inn 1hf•r1 n..hwhnll of the SITE TICKET i CELL APAQt,=ON LF 7 4050 TOMAHA'rrK ROAD ,junction, AZ 85119 WEFGHMASTER APACHE)UNCTI AZ 65119 OAT ME IN k 16 2021 08:34.58 DArFJ i;/ our� TS LREDIT CARD VEHICLE CONTAINER VISA SALE 1119 REFERENCE Caid XXXXXXXXXXXX0646 500 POUNDS BILL OF LADING (hp(aid Ufa Credit AID A000000O031010 3HT 6,600 NET TONS 0,32 IPIBOUPJD El 16 ''HT 5,960 NET WEIGHT 640 CASH k O - 20 DESCR;PTtON RATE EXTENSION TAX TOTAL I(l',CI.E 16 - Appfova Code 018267 Enty Method Cli Read $93.90 $27.00 $0.08 $27.08 Mode issue Tax wnouit s000 SALEAMOU9 S21A Tax Total STATE LF ISPOSAL F£ $0.08 CUSTOMER COPY Payment(a) CREDIT CARD-SCALE $27.08 TE S27$?N7pppgEp fir{ A08 The undersigned individual signing this document on behalf of Customer acknowledges that he or she has read and understands the terms and conditions CHANGE on the reverse side and that he or she has the authority to sign this document on behalf of the cuslom2r $0.Co R5-^042UPR(04 19i CHECKR SIGNATURE SRE TICKET R CELL APAC**NCMNCP 4050 T01daHA4jK ROAD , Junction, Az 85119 wEI HMASTER APACHE JUNCTI.AZ 85119 DATEMME IN DATE/TIME OUT 06 16 i02I ENTS VEHICLE 092622 9.25 CONTA ER •" CREDIT CARD 85119 REFERENCE WSA SALE M 500 POUNDS BILL OF LADING hplard" XXXXXXXXXXXX06a6 h� 1� V62 Credit EIGHT 6,780 NET TONS 0.41 INBOUND aaa000aao�lola EIGHT 5,960 NET WEIGHT 820 CASH 4 �^ i� - 25 I DESCRIPTFON RATE. EXTENSION. TAX TOTAL DICE -fi -- x0val Cock 25 ry!•ic[hod 016392 s43.90 s27.00 solo Chp Read kwt Issuer sa as .3 L Tax Total TATE LF ISPOSA, FE 50.10 — - �Sigaature Pa rnenr_ s • CREDIT CARD-SCALE $27.10 $27.10 TENDERED $27.10 The unders@4ed Individual signing this document on behall of Customer acknowlodges that he or she has read and understands the terms and conditions CHANGE on tho reverse aide and that he or she has the authority to sign this document on behalf of the customer. _ $0.00 oc cn�� •nn ,�.,... CHFQIrs �— H-1 � i $/000, 00 - 0 0 0 7 APACHE JUNCTION 1124 COMMUNITY DEVELOPMENT CORPORATION 300 E. SUPERSTITION APACHE JUNCTION, AZ 65119 91.7211,322i 3^ AP Pay to the /J Date Order of $ Ail Dollars (� e Pinal Cauntg federal Credit Union 290 South Phelps Drive j� Apeche Junction,,AZ 85120 For_ Nr 1: 3 2 2 1 ? 2 1 1.11: 1 1 2 411100p ? 496 2 15n' zooe m zoom Video cownlulk'�ticns inc Invoice .;5 AfrvDden Blvd' 6th Floor San Jose.CA 95113 Invoice Date: Jul 12 2021 Federal Employer ID Number.61-1648780 Invoice#: INV96738680 Payment Terms: Due Upon Receipt Due Date. Jul 12.2021 Account Number: 7000745545 Currency: USD Account Information- Dave Waldron Purchase Order Number: Sold To Address: PO Box 4284. Apache Junct'on,Arizona 85119 Tax Exempt Certificate ID: United States Zoom W-9 dave_waldron@t live.com Bill To Address: PO Box 4284, Apache Junct on,Arizona 85119 United States dave_waldronCa�!ive.com Charge Details CHARGE DESCRIPTION SUBSCRIPTION PERIOD SUBTOTAL TAXES. FEES S TOTAL OTHER CHARGES Charge Name: Standard Pro Annual Quantity: 1 Jul 12,2021-Jul 11,2022 $149.90 $0.00 $149.90 Unit Price $149.90 Subtotal $149.90 Total(Including Tax) $149.90 Invoice Balance $0.00 Taxes, Fees & Other Charge Details TAX, FEE OR CHARGE SURCHARGE TAX. FEE OR OTHER NAME NAME JURISDICTION CHARGE AMOUNT CHARGE AMOUNT Total Tax $0.00 36 WRW REPUBLIC 4811 W Lower Buckeye Road Account Number 3-0753-0211294 �a SERVICES phoenix AZ 85043-810404 Invoice Number 0753-006339707 i� Customer Service (602)237-2078 Invoice Date June 30, 2021 RepublicServices com/Support Previous Balance $0.00 Payments/Adjustments S0.00 Important Information Current Invoice Charges $169.08 It's easy to go paperless! Sign up for Paperless Bi!ling at RepublicServices com and enjoy the convenience of Total Amount Due Payment Due Date managing your account anytime, anywhere, on any $169.Q8 July 20, 2021 device. CURRENT INVOICE CHARGES Description Reference Quantit Unit Price Amount Fox Yong Temp 131 N Colt Rd CSA A217397333 Apache Junction,AZ 1 Waste Container 40 Cu Yd, On Call Service Container Delivery 06/21 1.0000 $159.50 $159.50 Delivery Discount 06/21 1.0000 -$39.87 -$39.87 Administrative Fee $5.95 Total Fuel/Environmental Recovery Fee $43.50 CURRENT INVOICE CHARGES $169.08 Simple account access at your fingertips. 1"7 Download the Republ c Services app or vls t RepublicServices.com today. 37 CUSTOM DESIGN SERVICES SINGE INVOICE tU51'0MSERYItES Apache Junction CDC Volun- Logo Design&Re-Design uq�{ $ teer Shirts Screen Printing&Embroidery PO #: Volunteer Shirt Samples Team Uniforms&Accessories Invoice Date: July 22, 2021 Custom Banners Sign Design,Fabrication&Installs M Customer ID: Vehicle Wraps Design&Installs Apache Junction CDC Promotional Product Imprinting Print Materials P.D. Box 8738 Bill To: Apache Junction, Arizona 85178 Apache Junction CDC Phone: 602-402.1672 Attn: Jim Duncan Email:jayreygraphics@hotmail.corn Web:jayreygraphics.com fluantity Item Port&Comparty 50/50 Lang Sleeve T-shirt Unit Price Total 310 SM-XL Custom sNrt Custom screen printed PC55LS Safety long Sleeve it-shirts vnth a one color 275,8.50 ea 2635.00 40 SM front print and one color back print Black ink 90 Med 100 Large 80 XL 20 2XL Custom shirt Custom screen printed PC55LS Safety Green long Sleeve t-shirs with a 20 .1100 ea 220 00 one color front print and one color back print. Black ink 20 3XL Custom shirt Custom screen printed PC55LS Safety Green long Sleeve t-shirts w th a 20 '1 11 50 23000 one color front print and one color back print Black ink 1 Screens 1 new screen for back sponsor art 1 20 D0 ea 20.00 subtotal 310500 50% DOWN IS REQUIRED WHEN Tax 29616 ORDER IS PLACED FREE Shipping 0.00 Total 3401.16 481'o Down 170058 THANK YOU FOR YOUR BUSINES`' Balance Due 1700 58 38 SITE SITE I TICKET# CELL A J LANDFILL 602-567-7305 WE40HRIASTEA 4050 S Tomahawk Rd Apache Junction, AZ 85119 CUSTOMER DATEMMEIN Maricrllz N. OATE/i'IMEOUT 000107 APACHE JUNCTION RESIDENTS VEHICLE 7/15/21 10:30 am CONTAWE65/21 10:30 am 4050 S TOMAHAWK APACHE JUNCTION, AZ 85119 REFERENCE Contract:RESIDENTIAL: UNDER 500 POUNDS SILL OF LADING MANUAL IN GROSS WEIGHT 500 NET TONS 0.25 INBOUND SCALE OUT TARE WEIGHT OTY. UNIT SOU O �= WEI,HT_ ASH DESCRIPTION RATE EXTENSION. TAX TOTAL 0.00 YD Wracking QTY 0.25 to MSW $10.44 $10.44 $0.06 $10.50 Q V Tax 'total STATE LF ISPOSAL FE $0.06 Pa,,:-lent(9) CREDIT CARD—SCALE $10.50 $10.50 TENDERED sin _5171 The undersigned lndlviduai signing this document an behalf of Customer acknowledges that he or she has read and understands the terms and conditions CHANGE on the reverse side and that he or she has the authority to sign this document on behait of the customer CHECK# RS•FO42UPR (04r19' SIGNATURE 39 SITE SITE TICKET# CELL A J LANDFILL 602-567-7305 4050 S Tomahawk Rd Apache Junction, AZ 85119 WEIGHMASTER CUSTOMER OATE/TIME IN DATEMME OUT 000117 CASH TRANSACTIONS VEHICLE CONTA FR ` 4050 S TOMAHAWK APACHE JUNCTION, AZ 85219 REFERENCE Contract:CASH TRANSACTIONS BILL OF LADING SCALE IN GROSS WEIGHT 6,960 NET TONS 0.50 INBOUND MANUAL OUT TARE WEIGHT 5,960 NET WEIGHT 1,000 CASH C". UNIT DESCRIPTION RATE EXTENSION TAX TOTAL 0.00 YD Tracking QTY 0.50 to MSW $47.25 $27.00 $0.13 $27.13 c Tax Total TATE LF ISPOSAL FE $0.13 SignshoM I Pa);nenttsl • CREDIT CARD-SCALE $27.13 $27.13 TENDERED $27.13 The undersigned Individual signing this document on behalf of Customer acknowledges that he or she has read and understands the terms and conditions CHANGE on the reverse side and that he or she has the authority to sign this document on behalf of the customer. $0.00 CHECK# PS-FC-I2UPR(04119) SIGNATURE 40 SITE SRE TICKET# CELL A J LANDFILL 602-567-7305 82445 4050 S Tomahawk Rd Apache Junction, AZ 85119 wE MASTER CUSTOMER OATFJTIMEIN Flaricru 00010 OAT£?1ME OUT ,PAC JUNCTION RESIDENTS VEHICLE am CONTAI R U am 90 ' S TOMAHAWK A CHE JUNCTION, AZ 85119 REFERENCE ContraCt:RESIDENTIAL: UNDER 500 POUNDS BILL OF LADING MANUAL IN GROSS WEIGHT 500 NET TCNS 0.25 INBOUND SCALE OUT TARE WEIGHT 0 tIET WEIGHT 500 CASH OTY. UNIT IDESCRIPTION RATE EXTENSION TAX TOTAL 0.00 YD Tracking QTY 0.25 to NSW $10.44 $10.44 $0.06 $10.50 -z'j Tax Total TATE LF ISPOSAL FE $0.06 Signature Pa•nent(s) ' CREDIT CARD-SCALE $10.50 $10.50 TENDERED $10.'_D The undersigned Individual signing this document on behalf of Customer acknowledges that he or she has read and understands the terms and conditions CHANGE on Ae reverse side and that he or she has the authority to sign Ibis document on behalf of the customer. $0.00 CHECK/ RS-F042UPR(04119) SIGNATURE — SITE SITE TICKET# CELL A J LANDFILL 602-567-7305 4050 S Tomahawk Rd Apache Junction, AZ 85119 WEIGMMASTER CUSTOMER 000107 OATEITIME IN Maricruz N. QATEfiIME OUT APACJYJ JUNCTION RESIDENTS VEHICLE am CONTAI R am 4050 TOMAHAWK AP�P HE JUNCTION, AZ 65119 REFERENCE Contrract:AJ RESIDENTS OVER 500 POUNDS BILL OF LADING SCALE IN GROSS WEIGHT 7,000 NET TONS 0.52 INBOUND MANUAL OUT TARE WEIGHT NET WEIGHT r- 5,960 1,040 CASH CITY. UNIT I OESCAIP710N RATE EXTENSION TAX -TOTAL 0.00 YD Tracking QTY 0.52 to Msw $43.90 $27.00 $0.13 ,U �v Tax Total STATE LF ISPOSAL FE $0.13 - - -5;,gnature Pavment(s) • CREDIT CARD-SCALE $27.13 $Z7.13 TENDERED $27.13 The underAled individual signing this document on behaf of Customer acknowledges that he o•she has read and understands the terms and coed tions CHANGE on.the reverse side and that he or she has the authority to sign this document on behell of the customer. $0.00 _ CHECK# SITE SITE TICKET CELL A J LANDFILL 602-567-7305 VlE1 MASTER 4050 S Tomahawk Rd Apache Junction, AZ 85119 1382391 CUSTOMER OATE?IMEIN Maricruz N. OATElfIM£OUT 000107 APACHE JUNCTION RESIDENTS VEHICLE am CONTA am 4 0.J`-5.TOMAHAWK I P7-Z JUNCTION, AZ 85119 REFERENCE 11 Contract:AJ RESIDENTS OVER 500 POUNDS BILL OF LADING SCALE III GROSS WEIGHT 8,820 NET TONS 1.43 INBOUND MANUAL OUT TARE WEIGHT r. 5,960 NET WEIGHT 2,8��ry CASH _ OTY. UNIT DESCRIPTION RATE EXTENSION TAX TOTAL 0.00 YD Tracking QTY 1.43 to MSW $43.90 $62.78 $0.36 $63.14 Tax Total STATE LF ISPOSAL FE' $0.36 —SigAaSuf6 Pa•✓:-ien t(s f � CREDIT CARD—SCALE $63.14 $63.14 TENDERED $63.14 The undersigned Individual signing this document on behalf of Customer acknowledges[hat he or she has read and understands the terms and condltfons CHANGE on 16e reverse side and that he or she has the authority to sign this document an behall of the customer. 50.00 _ CHECK# RS-FO42UPR 04119 t ( ) SIGNATURE SfTE SITE TICKET I CELL A J LANDFILL602-567-7305 75 1382407 4050 S Tomahawk Rd-Apache Junction, AZ 85119 WEIGHMASTER Maricruz N. CUSTOMER 000107 —� DATEMME IN DATEITIME OUT APACHE JUNCTION RESIDENTS 7/6/21 8:39 am 7/6/21 8:39 am 4050 S TOMAHAWK VEHICLE lO7 CONTAINER APACHE JUNCTION, AZ 85119 REFERENCE Contract:AJ RESIDENTS OVER 500 POUNDS BILL OF LADING SCALE IN GROSS WEIGHT 7,600 NET TONS 0.82 INBOUND MANUAL OUT TARE WEIGHT 5,960 NET WEIGHT 1,640 CASH —CITY. UNIT DESCRIPTION RATE EXTENSION TAX TOTAL 0.00 YD Tracking QTY 0.92 to MSW $43.90 $36.00 $0.21 $3d.. , Tax Total STATE LF DISPOSAL $0.21 Signature a•men_I s CREDIT CARD—SCALE :30.:1 $36.21 Tlijt�I Q The under4ped Individual signing this document on behalf of Customer acknowledges that he or she has read and understands the terms and condltfons op the reverse side and that he or she has the authority to sign this document on behalf of the customer. CHECK# �R ;+ REPUBLIC 4811 W Lower Buckeye Road Account Number 3-0753-017809 SERVICES Phoenix AZ 85043-810404 Invoice Number 0753-00634649 Customer Service (602)237-2078 Invoice Date July 15, 202 RepublicServices com/Support Previous Balance $200 0( Payments/Adjustments -$200.0( Important Information Current Invoice Charges $119.6: it's easy to go paperless' Sign up for Paper�ess Billing at RepublicServices com and enjoy the convenience of managing your account anytime,anywhere, on any Total Amount Due Payment Due Date device $119.63 August 04, 2021 PAYMENTS/ADJUSTMENTS Description ReferenceReference r Payment-Thank You 01/18 1646 -AmouAmon CURRENT INVOICE CHARGES Description Reference Qu_a_ ntity Unit Price Amoun 1687 E 2nd Street/Ajcdc 1687 E 2nd Ave CSA A217444129 Apache Junction,AZ 1 Waste Container 40 Cu Yd,On Call Service None Container Delivery 07/12 1.0000 S159.50 $159 5t Delivery Discount 07/12 1.0000 -$39.87 -S39 8 CURRENT INVOICE CHARGES $119.6: Simple account access at your fingertips. RP RepubiicSeniices.com ;o.-jai. :17 ��� REPUBLIC BERMES Total Amount Due $119.63 Please Return This Payment Due Date August 04,2021 4811 W. Lower Buckeye Road Portion with Payment Account Number Phoenix AZ 85043-810404 3-0753-0178092 Invoice Number 0753-006346495 Total Enclosed Address Service Requested III'I1111di1311II"Illl�llll�i����lllliI,11li'11I61I11111+11 Make Checks Payable To CITY OF APACHE JUNCTION I lip I �I ill ilt� �a I I�� i,� III I� Iti Ili FOXYOUNG 300 E SUPERSTITION BLVD APACHE JUNCTION AZ 85119-2825 REPUBLIC SERVICES#753 PO BOX 78829 43 PHOENIX AZ 85062-8829 30753017809200000063464950000119630000119630 REPUBLIC 4811 W Lower Buckeye Road Account Number 3-0753-0211294 SERVICES Phoenix AZ 85043-810404 Invoice Number 0753-006380574 Customer Service (602)237-2078 Invoice Date August 15, 2021 RepublicServices.com/Support Previous Balance $169.08 Payments/Adjustments -$169 08 Important Information Current Invoice Charges $407,37 It's easy to go paperless! Sign up for Paperless Billing at RepubllcServices.com and enjoy the convenience of Total Amount Due Payment Due Date device managing your account anytime,anywhere, on any $407.37 September 04, 2021 PAYMENTS/ADJUSTMENTS Description Reference Amount Payment-Thank You 07/29 1127 -$169 08 CURRENT INVOICE CHARGES Description Reference Quantity Unit Price Amount Fox Yong Temp 131 N Colt Rd CSA A217397333 Apache Junction,AZ 1 Waste Container 40 Cu Yd, On Call Service None Disposal/Recycling 08/02 1387406 2.7500Tons $85 25 Pickup Service 08/02 Luigi 1.0000 $210.00 $210 00 Administrative Fee $5 95 Total Fuel/Environmental Recovery Fee $106 17 CURRENT INVOICE CHARGES $407.37 Simple account access at your fingertips. Download the Republ c Services app or visa RepublicServices.com today. FF7 44 6130/2021 Invoice#61940513 bluehost Thanks for your order! Billing Information Payment Details Receipt Details Fox Young Payment Method VISA 0646 Invoice Number: 61940513 300 fast Superstition Blvd Status Authorized Date 01 July 2021 Apache Junction, AZ 85119 Transaction Type VISA ending in 0646 Description Domain Term Expiration Price Domain Name Registration apacheiunctioncdc.com 1 year 01 July 2022 $17.99 Subtotal:$17.99 Total: $17.99 This will be billed as "apachejunctioncdc.com"on your credit card statement. Bluehost-Endurance International Group 1500 North Priest Drive Suite 200, 2nd Floor Tempe-85281 AZ, USA 45 https://my.bluehost.corn/cgi/billing_historyfinvoice/95188556 1/� Fox Young From: arcenterphx@republicservices.com Sent: Tuesday, August 24, 2021 7:24 AM To: Fox Young Subject: [External] Past Due Notice Attachments: ATT00001.bin R REPUBLIC Account Name: City Of Apache Junction n SERVICES Account Number: 3-0753-0178092 Date: 08/24/21 Dear Customer: Thank you for your continued trust in Republic Services. We appreciate your business! This is a friendly notice that your account appears to be past due. Please refer to the unpaid items listed below. ' I if - . 0753-006366908 07/31/2021 08/20/2021 $ 395.46 , $ 395.46 Total $ 395.46 If you have recently mailed your payment, kindly disregard this notice. Otherwise, please take a moment now to visit us at www.Republic5ervices.com and click on "Pay Bill"at the top of the homepage to pay on-line with your credit card or by electronic check. You also have the option of calling us to make a payment via our tali-free payment fine at (877) 692-9729. If you prefer to pay by check, please enclose the remittance and send via mail. Should you have any questions, contact us at (844) 737- 8254. Thank you for your prompt attention to this matter. We look forward to providing you with continued exceptional service. Sincerely, Collections Department 1 46 From: a^......-�.�.-�,M....,,r., To: Fos Vro,m Sub}ect: (Frtemal Pas;Me NA c, Date Friday,Augigt X 2021 1:21:15 PM Attadimenta: Arrvm,�.., �R, REPUBLIC zo SERVICES Account Name:Smythe Protect Account Number:3 0753.0209740 Date:08/20/21 Past Due Notice Bear Customer T7ank you (or your continued trust in Republic Services. We appreciate your business! This Is a friendly notice that your account appears to be past due. Please refer to the unpaid Items listed below � r 0753-006288200 OS/3l/2021• 06/20/2021 $75.00 s 75.00 0753.006298812 06/15/2021 07/05/2021 S 316.90 $316.90 Total $391 90 If you have recently mailed your payment, kindly disregard this notice. Otherwise, please take a moment now to visit us at www.Rennhlir lres rnm and clock on"11ay Bill"at the top of the homquior io pay on•Itne with your cretlq card or by elearonic check 5'ou also tux the option of calling w to nuke a poymcnt eta our roll-free tn)nicni lone at(677)692-9729 If gnu prefer in pay by check•phase enclose the tcm Mwe and send eta mail Should you have any questions,contact us at(844)737.8254. Thank you for your prompt attention to th s matter.We look forward to providing you with conh-ued exceptional service. Sincerely, Cd ectlons Department 47 Special Markets Insurance Consultants, Inc. PREMIUM NOTICE 1055 Main Street, Suite 101 Invoice Number: 163708 Stevens Point, WI 54481 Invoice Date: 8/25/2021 Phone- (715)344-2281 ext 6121 Payment Due By 9/24/2021 Fax (715)344-6126 This Is your only notice of premium due. If Kelley Kimble premium Is not received by 912412021,your policy Judy Holder Insurance, Inc. is CANCELED effective 09/01/2021 for P.O. Box 808 nonpayment of premium. Apache Junction, AZ 85117 Description Amount Policyholder: Apache Junction Community Development Corp Underwritten by: Gerber Life Insurance Company Policy Period:09/01/2021 -09/01/2022 Policy Number: 03-077454-1638 Premium Calculation: Policy Administration Fee(non-commissionable) _ $35.00 100 participants X S0.50 (Volunteering 1-2 Days) - $50.00 Total Due: min,premium$200.00 $235,00 Less premium received: $0.00 Balance Due: $235.00 Payment Methods Check: Mall to Special Markets Insurance Consultants, Inc., 1055 Main St Ste 101, Stevens Point,WI Credit Card: Call 1-800-727-7642 ext 6121 Service charge of 2.9%t$0.30 transaction fee added by payment processor. eCheck: Call 1-800-727-7642 ext 6121 $2.99 flat service charge added by payment processor. 48 UUMP trai1t:1 FU1---' o p urchase Agreement Qgfinitions Buyer- Apache Junction Community Development Corporation Seller - Bill Wallingford of Apache Junction, Arizona Dump Trailer-- Tandem Axle, 5 foot, hydraulic dump trailer, rebuilt in 2020 and not presently titled or registered as such with the Arizona Department of Transportation. I. Purchase Agreement Buyer shall purchase Seller's 49% interest in the dump trailer for a price of $2,000.00. Jim Duncan of Apache Junction, Arizona retains the other 51% interest in dump trailer. The Seller hereby certifies that they are the lawful owner of the 49% interest in abovementioned dump trail and has complete authority to sell his interest. The Seller certifies that the dump trailer at the time of sale has no taxes, fees or liens due on it and that the Seller will be held fully responsible for any unlawful claims and demand with respect to the above mentioned dump trailer. !I. Payment Buyer shall pay $1,000.00 to Seller at or before the time of signing this agreement. 9 Buyer shall pay $300.00 to seller on or before January 1, 2022. W.w 7/1y/b Ld I Seller shall 1126 APACHE JUNCTION $700.00 as a cha COMMUNITY DEVELOPMENT CORPORATION 300 E. SUPERSTITION '�S /�f »�r 9S�Z11'3221 3 APACHE JUNCTION,AZ 85119 ( C Date Ill. Use an l Pay to the St � 1 P t l �'t� $ �Q ' Seller shall Order f `AI �� � v {pf� ` �-� Dollars purchase agreem Pinal CountU federal Credit Union 290 South Phelps Drive Apeche Junction,AZ 85120 Jac For � ,lu�� �., I � + 1: 3 2 2 17 2 1 1 0: 1 L 26111000749 ' 2 ISill 49 I"— D 6 con n D 5 m Cr vv�� � $ ° N m 63 3a a�i � N a `CDC��_ a pip OD 1J pN� O �' ` N p W �_ 4. '0 0� O pCD .0 C. a c� En --4 CL � �c a o a X cD o O � � Q � 'a a N min ' L g . � 3 3, 3 $ 4 c3 c' CDs .. EF �- o r 3.` QJ O A O_ A Invoice Number 2003695968 ® PHILADELPHIA INSURANCE COMPANIES Account Number 83997792 ❑ A Member of the Toldo Marine Group Billing Date 1 O,10 2021 PO Box 70251 Ph'adelphja PA 19170-0251 Amount Due $925.00 MB 01 001953 90686 E iC B .I..�II��IIII,IIIIIIfIII,"IlllllllE'Illllfl'll�l""Ilf'�II'�II' - Remittance Amount: S APACHE JUNCTION COMMUNITY DEVELOPMENT CORP 300 E SUPERSTITION BLVD GO FOX YOUNG APACHEJjNCTION AZ 851192825 ,I �,II,II„II�,��,111i�f�llltlll'llllfl�I'It'�'II'll'fl��'I'IIII PHILADELPnIA INSURANCE COMPAN ES PO BOX 70251 PKI ADELPHIA,PA 19176-0251 02003695968 000000083997792 9 20211010 20211101 000000000092500 50 Simple account access at your fingertips. - - the Repo _- Se' . �e� . _ Republic5erfices.com t- -.a:. ,r;,� Past Due 30 bays 60 Days 90+ Days $70.00 $0.00 $0 04 01 sFnWCES REP Total Amount Due wces $531.52 Please Return This Payment Due Date Past Due 4911 W. Lower Buckeye Road Portion W th Payment Account Numb Phoenix AZ 96043-810404 Number 3-0753-0178092 Invoice Number 0753-006424563 Total EnclosedAddress Setvice Requested II I"'III'�Illt11111111Ih'III'1"11IIJ11I111111111111111111h11 Make Checks Payable To CITY OF FOX OUNGCHEJUNCTION 300 E SUPERSTITION BLVD APACHE JUNCTION AZ 85119 REPUBLIC SERVICES#753 PO BOX 78829 PHOENIX AZ 85062-8829 30753017809200000064245630000461520000531524 51 StfE - SITE Ti KET t CELL - A J LANDFILL 602-567-7305 t-2L tA—sTEa 1 fi791 4050 S Tomahawk Rd Apache Junction, AZ 85119 IOMER DATtSlTiME IN —�lBrtU� Eiz J'I OATE/TIME OUT S 000107 ,;.... APACHE JUNCTION RESIDENTS vEHICLt�h2}f�l ' COfrfaTh- 4050 S TOMAHAWK _�:7 APACHE JUNCTION, AZ 85119 REFERENCE Contract:RESIDENTIAL: UNDER 500 POUNDS I SILL OF LADING MANUAL IN GROSS WEIGHT 500 NET TONS 0.25 INBOUND SCALE OUT TARE WEIGHT 0 NET WEIGHT 500 CASH ai:i UNIT DESCRIPTION RATE EXTENSION TAX TOTAL '- 0.00 YD Tracking QTY 0.25I to MSW $10.44 $10.44 $0.06 $10.50 l! Tax Total i STATE LF ISPOSAL FE $0.06 igoatur-e Payment(s) CREDIT CARD-SCALE $10.50 $10.50 TENDEREn $10.50 The urdorsigned Individual signing this document on behalf of Customer acknowledges that ha or she has read and understands the terms and conditions CHANGE on the reverse side and that he or she has the authority to sign this document on behalf of the customer. $0.00 CHECK# RS-FC42U-R j0a!191 SIGNATURE �. SITE - -- SIT TICKET s' CELL A J LANDFILL 602-567-7305 F75 1386885 4050 S Tomahawk Rd-Apache Junction, AZ 85119 WEIGHMASTER _ MELISSA D. CUSTOMe 000107 DATEMME it DAI M o APACHE JUNCTION RESIDENTS 1/30/21 11:36 am / UyTLl 11:36 am 4050 S TOMAHAWK VEHICLE 107 CONTAINER APACHE JUNCTION, AZ 85119 REFERENCE Contract:AJ RESIDENTS OVER 500 POUNDS BILL OF LADING SCALE IN GROSS WEIGHT 7,840 NET TONS 0.62 INBOUND MANUAL OUT TARE WEIGHT 6,600 NET WEIGHT 1,240 CASH } CITY. UNrr DESCRIPTION RATE - EXTENSION TAX - TOTAL 0.00� YD Tracking QTY 0.62, to MSW $45.04 $26.00 0.16 $28.16 d Q Tax Total STATE LF DISPOSAL $0.16 Signature — Myrawar CASH -SCALE 528..E 0 7t � - The undcrsWed Indlvlduat signing this document on behalf of Customer acknowle-�cs that he or sho has read and understands the[arms and conditions on the reverse side and that he or she has the authority to sign this document on beha I o'the Cuffi.mer oc cnn"rnn rni... CHECK ^- Hello Malcolm Duncan, Your renewal payment in the amount of$99.00 for Stripe Gateway has been successfully processed. Thanks so much for being a loyal and renewing customer of GiveWP.com. If you have any questions at all, feel free to call us at (585) 250-0045, or use our contact form and choose the option to contact on Customer Success team. If you and your organization are thriving with Give, we'd love to hear your story and possible share it with our whole audience. Submit your story re and we'll be in touch. Thanks, - The Give Team 53 I J .. Apache Junction Chamber of Commerce PO Box 1747 Apache Junction,AZ 85117-1747 Tel(480) 982-3141 E-Mail sales-marketing@ajchamber.com APACHE UNCTION AREA CHAMBER OF COMMERCE BILL TO MESSAGE Apache Junction Community Development Corporation Dave Waldon 300 E.Superstition Blvd Apache Junction,AZ 85119 QUAWFITY DESCRIPTION TOTALUNV17 PRICE 1 Membership Dues Annual 195.00 195.00 SUBTOTA'_ SA'_ES TAX 195.00 SHIPPING&FiAND_I%G 0.00 TOTAL 0.00 195.00 PAY.NIENT/CREDIT/WRITE,OFF/DISCOUNTS APPLIED TOTAL DUE BY 12/23/2021 (0.00) 195.00 Thank you for your business! • •• Wa , • 195.00 0.00 0.00 0.00 195.00 Submit Payment online here 54 AJCDC Funding from other sources Log: Q3 2021 =$0.00 Q4 2021 =$621.95 Private Donations thru CDC Website Q1 2022 =$3,501.20 Make A Difference Day T-Shirts Private Donations Q2 2022 =$322.00 Private Donations and $144.74 Focal Point Bricks 55 Apache Junction Community Development Corporation The AJCDC Does not keep a Client Service information data base we do have a website portal that allows all citizens the ability to contact us any time of the day or night. All Project property addresses are confidential to protect the privacy of the individuals and is available in the CDC Quarterly report narrative with the exact locations on file in the CDC office staff liason. 56 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) 57 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 58 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. 7 59 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 60 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 61 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 62 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 63 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 64 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 65 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 66 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 67 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 68 69 AJCDC Funding from other Gov Log: Q3 2021 =$0.00 Q4 2021 =$0.00 Q1 2022 =$0.00 Q2 2022 =$0.00 70 Apache Junction Community Development Corporation "Building community pride one brick at a time" apachejunctioncdc.com 2022/2023 - Board of Directors Dave Waldron - Chairman Johnny Austin PO Box 4284 PO Box 7740 Apache Junction, AZ, 85178 Apache Junction, AZ, 85178 Jim Duncan—Vice Chairman Jim Humphries 2745 E Smoketree St. 1428 W 14th Ave Apache Junction, AZ, 85119 Apache Junction, AZ 85120 Chad Heywood - Secretary Robin Barker 288 N. Ironwood Dr., Suite 102 860 S. Saguaro Apache Junction, AZ 85120 Apache Junction, AZ 85120 Heidi Geldis-Young Yvonne Kruser 4949 E Shiprock St. 544 N Hilton Rd. Apache Junction, AZ, 85119 Apache Junction, AZ, 85119 Our Vision Our Mission Through community involvement, Working together to maintain and having a common and unified purpose create safe affordable housing, support to "Make a Difference" while providing economic opportunities, instill a sense conduits and assistance that enable a of community pride and commitment, strong and sustainable community. and enhance the physical image of Apache Junction. 71 O� PQAC pOCityof A ache Junction - �- - 300 East Superstition Blvd •Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 A �RIZONP HEALTH & HUMAN SERVICES COMMISSION Request 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 Health & Human Services Commission I Apache Junction, AZ - Official Website (apachejunctionaz.gov). 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.https://www.apacheounctionaz.gov/a'code. Application Due Date January 31, 2022 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. Applications can be submitted in person to the City Clerk's Office or via e-mail to hhsc(a)_apachejunctionaz.gov. City offices are open Monday through Thursday, 7:00 am to 6.00 pm. 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 1 O� PQAC pOCityof A ache Junction - �- - 300 East Superstition Blvd •Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 A �RIZONP HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Required Documentation per Ordinance No. 659 1. Most recent audit report 2. Most recent financial statement 3. Detailed expenditure statement to include detailed accounting for all previously received city funds (if applicable) N/A- A New Leaf has not received Apache Junction funds in previous years. Previous funding for these services were received by CAAFA prior to its merger with A New Leaf. 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 Eligible Activities Programs and services affording health, public health, 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 2 O� PQAC pOCityof A ache Junction - �- - 300 East Superstition Blvd •Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 A �RIZONP HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Agency Information Name of Agency A New Leaf, Inc. Address 868 E University Drive Mesa, AZ 85203 Website www.turnanewleaf.org Phone Number 480.969.4024 Name of Agency Director Michael Hughes Email Address mhughes@turnanewleaf.org Direct Line 480.969.4024 Project Manager Dana Martinez Email Address dmartinez@turnanewleaf.org Direct Line 602.768.8192 Secondary Contact Larry Grubbs Email Address contracts@turnanewleaf.org Direct Line 480.637.1425 3 3 O� PQAC pOCityof A ache Junction - �- - 300 East Superstition Blvd •Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 A �RIZONP HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Organization Information Provide background information on your agency to include services currently being provided. A New Leaf has provided vital behavioral health and social services since 1971 . More than 30,000 individuals are impacted annually. Services include shelter for victims of domestic violence, homeless families & individuals, housing programs, youth residential programs, counseling, integrated care, foster care/adoption, and a community action program providing rental/utility assistance. A New Leaf has provided emergency shelter and services, since 1983, when Autumn House, a 22-bed shelter in Mesa, opened. DV STOP, an overflow shelter program, was opened in 1999, and in 2000, A New Leaf took over operations of Faith House, a 68-bed shelter in Glendale. A New Leaf also provides DV Court Advocacy Services in five locations in Maricopa County. The agency operates Maricopa County's domestic violence hotline, SAFEDVS. While these programs primarily serve DV survivors, they also serve survivors of sexual violence, stalking and trafficking. In FY 20, A New Leaf has expanded its services to include SV SASS, the agency's Sexual Violence Program. In July 2021 , A New Leaf merged with the Community Alliance Against Family Abuse (CAAFA), located in Apache Junction. Community Alliance Against Family Abuse (CAAFA) was founded in 1998 by community members who were confronted by the tragic reality that local victims of domestic violence and their children were living in their cars and out in the desert because they had nowhere to go. The agency has grown substantially since then, now serving victims of domestic and sexual violence from Pinal and eastern Maricopa Counties (i.e. the East Valley). CAAFA provides a 16-bed emergency shelter, support groups, legal advocacy, case management, sexual assault victim advocacy, nutritional support through food boxes, community outreach services, and more. A New Leaf requests funding to support essential services for residents of Apache Junction. Provide target population and demographic information on your current clientele to include percentage located within the City of Apache Junction. A New Leaf's CAAFA serves under-served families, children, and adults experiencing domestic violence and other crisis situations. Services were provided to 1 ,002 individuals; 34 people received shelter. Of those served, were Apache Junction residents. Thirteen (13) shelter residents reported Apache Junction residency. Demographics of Apache Junction residents served include: Race/Ethnicity- - African American: 0 persons - Asian: 1 4 4 O� PQAC pOCityof A ache Junction -0 �- - 300 East Superstition Blvd •Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 A �RIZONP HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance - Caucasian: 26 - Hawaiian/Pacific Islander: 0 - Hispanic: 9 - Multi-racial: 3 - Native American: 0 - Other/Unknown: 10 Age: - Under 18: 8 - 18-24: 3 - 25-59- 29 - 60+: 5 - Unknown: 4 Gender: - Male: 4 - Female: 34 - Transgender/non-binary: 1 - Other/Unknown: 10 The median household income in our service area ranges from $58,174 in Pinal Co. to $64,468 in Maricopa Co. (U.S. Census Bureau, 2020). Median household income in Apache Junction was $45,653. During the last fiscal year, 48% of emergency shelter adult residents had no annual household income at intake; another 48% earned less than $20,000 per year. In the full year, one shelter resident earned more than the Pinal Co. median household income. Many of the victims CAAFA serves in shelter are considered under-served: Rural/geo-graphic isolation (approximately 10% of our shelter residents each year), men/boys (25%), ethnic/racial minorities (63%), mental illness and/or disability (39%), and low income (99%). 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. A New Leaf/ CAAFA has established collaborative relationships with a variety of community partners to ensure a full continuum of care for its clients without duplication of effort. - Apache Junction Police Dept - AJPD refers victims to CAAFA; CAAFA trains AJPD officers on DV/SV dynamics and CAAFA services. Also allows shelter residents to house pets at the AJ animal shelter. - United Food Bank - to offer food boxes to low-income members of the community. Food boxes are distributed from A New Leaf's CAAFA administrative office in Apache Junction, and Advocates deliver food boxes to residents in shelter or emergency hotel (both in Apache Junction). 5 5 O� PQAC pOCityof A ache Junction - �- - 300 East Superstition Blvd •Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 A �RIZONP HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance - Maricopa PD/Maricopa Family Advocacy Center - A New Leaf/ CAAFA has had a formal agreement with the Maricopa Family Center in Pinal County for at least four years. The center offers collaborations of law enforcement, child protective services, city prosecutors and medical forensic professionals to provide services to survivors of sexual assault. This collaborative effort is designed to reduce trauma associated with crime by consolidating interviews, streamlining communication and coordination between agencies. A New Leaf also partners with advocacy centers in Mesa, Chandler, Scottsdale, Glendale and Phoenix. Partnership with the Advocacy Centers are mutually beneficial, as referrals will be reciprocated. - Gilbert PD - GPD refers victims to CAAFA, and CAAFA provides 24-hour on-scene response for DV and SV calls; CAAFA trains GPD officers on DV/SV dynamics and CAAFA services - Local motels - MOUs establish discounted rates for emergency stays and detail the motel's responsibility to maintain victims' confidentiality. — Maricopa PD/Maricopa Family Advocacy Center: The Center refers victims to CAAFA to increase access to services for victims in Pinal County. A New Leaf also partners with advocacy centers in Mesa, Chandler, Scottsdale, Glendale and Phoenix. Partnership with the Advocacy Centers are mutually beneficial, as referrals will be reciprocated. — Gilbert PD: GPD refers victims to CAAFA, and CAAFA provides 24-hour on-scene response for DV and SV calls; CAAFA trains GPD officers on DV/SV dynamics and CAAFA services — Local motels: MOUs establish discounted rates for emergency stays and/ or detail the motel's responsibility to maintain victims' confidentiality A New Leaf partners with multiple community agencies, including additional Family Advocacy Centers, government agencies, county attorney's offices, mental health and substance use service providers, educational institutions, social service providers, and more. A New Leaf's services, along with these relationships, ensure that victims have comprehensive short- and long-term supports. 6 6 O� PQAC ApacheOCityof Junction �- �z ��. �- - 300 East Superstition Blvd •Apache Junction, AZ 85119 • // www.apachejunctionaz.gov • (480) 982-8002 R/Z ON P' HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance YES Have you participated in a Project Connect event in the past? YES Have you participated in a Health and Wellness Expo in the past? Have you participated in the Apache Junction Community Resource YES Center in the past? Provide your 501 c3 Identification number and renewal date.* YES YES Do you have current By Laws signed by the Board of Directors?* Do you have current Articles of Incorporation signed by the Board YES of Directors?* Are you filed with the Arizona Secretary of State or Arizona YES Corporation 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. Problem Statement What is the nature and extent of the problem to which you are trying to address? The National Network to End Domestic Violence (2020) reported in a one-day census for Arizona that 1 ,863 domestic violence victims found refuge in emergency shelters or transitional housing. A total of 256 hotline calls were answered. During the same one-day period, 124 requests for services remained unmet, due to shortage of funds and staff to assist victims in need. Of these unmet requests, 94% were from victims seeking housing, which continues to be the most urgent unmet need. Other frequently unmet needs include housing advocacy, legal representation, and financial assistance. (National Network...). This data demonstrates many people lacking the support they need to survive. Incidents of domestic abuse have been correlated with economic disparity. Studies have revealed that food insecurity can be an important risk indicator for intimate partner violence among women. In Arizona, 1 in 7 people face food insecurity. Pre-COVID, statistics showed that Pinal County had a 12% food insecurity rate (10.1% higher than the national average) and Maricopa County had a 11.7% food insecurity rate (Feeding America, 2021). As society shut down to curb the spread of the virus, tens of millions of Americans lost their 7 7 O� PQACHF✓GZ�O- Cityof Apache Junction U 2 �- - 300 East Superstition Blvd •Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 A �RIZONP HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance jobs or saw their incomes dramatically reduced, likely increasing poverty rates. Moreover, the increase in food costs has negatively impacted struggling families. Locally, a Household Pulse Survey conducted weekly by the U.S. Census Bureau is reporting alarming data related to unemployment, losses in income, and financial hardships currently being experienced by households in Arizona. Data disseminated March 1 , 2021, collected from 4,000,000 survey respondents ages 18 years and older found that 28% did not have enough to eat during the last 7 days, and nearly 33% of households relied on a food pantry or food bank to eat, and 45% of households experienced a loss of employment income since March 2020. Further documenting the need for services, A New Leaf's domestic violence and victim service programs sheltered 905 individuals and received 11,224 crisis calls in FY21. A New Leaf's CAAFA location in Apache Junction served 1,002 individuals (458 households), providing shelter, food boxes, crisis intervention, and supportive services to the community's DV/SV survivors and low-income residents. To whom is this happening? CAAFA serves under-served families, children, and adults experiencing domestic violence and other crisis situations. In FY21 , 511 individuals served at A New Leaf's CAAFA location were survivors of domestic or sexual violence. According to the National Network to End Domestic Violence, approximately half of homeless women report that domestic violence was the immediate cause of homelessness. Of those entering shelter, 80% of victims identified "finding housing I can afford" as a need, second only to needing "safety for myself." These statistics hold true for residents of A New Leaf/CAAFA shelters; individuals who enter shelter often lack financial resources necessary to provide for themselves and their children. COVID-19 has increased safety concerns for those experiencing domestic violence. Victims are forced to be at home with their abusers and not able to access their support network. Limited capacity in shelters and economic impact of the pandemic have increased the risk for those in unsafe living situations. Why is this happening? What are the reasons or causes for the problem? Domestic violence, also known as Intimate Partner Violence, is an extremely complicated, multi-faceted issue. Studies widely identify women as victimized more often than men by their intimate partners, but men can be victims of intimate partner violence, too, and women may use violence within relationships. What is often harder to determine, especially when both people in a relationship use violence, is who may be the core abuser and who may be the primary victim. Each relationship is different and not every relationship follows the exact 8 8 O� PQAC pOCityof A ache Junction - �- - 300 East Superstition Blvd •Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 A �RIZONP HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance pattern. Some abusers may cycle rapidly, others over longer periods of time. Regardless, abusers purposefully use numerous tactics of abuse to instill fear in the victim and maintain control over them. The overarching strategy used by abusers is referred to as coercive control. Coercive control includes a combination of abusive tactics such as isolation, degradation, micromanagement, manipulation, stalking, physical abuse, sexual coercion, threats and punishment. An abuser may use some of these tactics or vary when they use them, but combined and used over time, they are effective in establishing dominance over their victim. Moreover, studies reveal a correlation between food insecurity and intimate partner violence; food insecurity indicates economic distress which is often a precipitating factor in domestic violence. The recent pandemic has had negative economic impact, leading to greater risk of violence. Consequently, families are spending more time together in close quarters with little to no financial resources and victims are isolated alone with their perpetrators. 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. Program statistics demonstrate the ongoing need for A New Leaf's services in Apache Junction. Services provided during FY21 include- - Number of food boxes distributed: 771 - Number of people / households served:1002 / 458 - Number of low-income people served: 100% - # of bed nights spent at Shelter: 2,863 - # of nights spent at Emergency Motel: 61 - Legal Advocacy sessions: 1 ,151 - Sexual Violence Advocacy sessions: 291 - Crisis Line calls: 68 - Emergency Financial Assistant: 242 Income is verified for participants. Individuals who receive food boxes at CAAFA are required to fill out the Arizona Department of Economic Security application. The application asks if the individual is receiving any public benefits. The information is then inputted into United Food Bank's database that verifies the individual's income. What will happen if the problem is not addressed? The challenges of victims of domestic and sexual violence are many. Entering shelter with a history of domestic violence, sexual abuse, or trafficking evokes feelings of fear and 9 9 O� PQACHF✓!i,`�O- Cityof Apache Junction U 2 �- - 300 East Superstition Blvd •Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 A �RIZONP HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance hopelessness. Often, victims come to shelter with little or no money and lack of family resources. Victims often feel emotionally paralyzed and see little hope of improving their circumstances. Even after leaving abuse, victims report fear of being stalked by the abusive partner. Additional challenges for this vulnerable population include poverty, addiction, lack of childcare and transportation, legal concerns, and affordable housing. The severity of domestic violence in the community is documented by state and national statistics. The National Domestic Violence Hotline reports that 1 in 4 women and 1 in 10 men have been the victim of severe physical violence by an intimate partner. During FY21, 24,458 crisis center calls were received in Arizona and 4,300 adults and children received emergency shelter. More than 104,820 hours of mobile and community-based services were also provided (Arizona Department of Economic Security, 2021). In Calendar Year 2020, Arizona reported at least 102 domestic violence-related deaths. Twenty (20) of the report domestic-violence related deaths took place in East Valley cities; 1 was an Apache Junction resident (Arizona Coalition to End Sexual and Domestic Violence). As COVID-19 heightens the needs of domestic violence survivors, access to shelter is limited as most shelters in the community are currently limiting their capacity to meet health guidelines and individuals are staying in shelter longer because of increased challenges with securing employment and independent housing. If emergency services (shelter or hotel nights), advocacy, and support services are not readily available for victims, they may not be able to safely seek help, putting themselves and their children further at risk of harm. What are the gaps between what exists and the solution? The Arizona Service Standards and Guidelines for Domestic Violence Programs 2017, "Case management/advocacy services must provide community resources, assist victims in identifying their needs, available resources and services, coordinate service delivery and referrals and on-going communication with community service providers on behalf of the clients. If services are offered to adults with minor children, the program must offer information and referral services to children's services." The Arizona Service Standards and Guidelines for Domestic Violence Programs further indicate that case management services are tangible, goal-directed interactions. It also includes advocacy and assistance provided to an individual to obtain needed services, to develop short- and long-term resources and safety plans and to facilitate the coordination of services from multiple service providers across systems. While the state guidelines emphasize the importance of case management and service coordination, not all victims are able to access these services once in shelter. Case management, service coordination and children's services have also been identified as primary needs of A New Leaf's Victim Services clients. Crime victims have also identified stable, affordable housing as among their top priorities upon arriving at shelter (A 10 10 O� PQACHF✓!i,`�O- Cityof Apache Junction U 2 �- - 300 East Superstition Blvd •Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 A �RIZONP HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance New Leaf survey, 2020). In order to avoid returning to an abusive situation, victims require safe, affordable housing when their shelter stay is over. Transportation is also important in meeting victims' needs to go to work and support themselves and their children. Another concern is need of childcare for children of adult victims to have a safe place to stay while parents work, go to school or attend vocational training. Is there local documentation which identifies this as a problem? In 2020, the Apache Junction Police Department received 265 calls for DV and 45 for sexual violence (SV). Arrests for DV (213) and SV (3) increased from FY18, when there were 180 DV arrests and 1 for SV. (Among CAAFA's SV residents, approximately 80% experienced SV in the context of DV, so many of the DV victims that AJPD responded to likely also experienced SV.) Pinal County continues to demonstrate a higher food insecurity rate (12%) than the national average, indicating the need for food boxes and support services within the county. Further demonstrating the need for services, A New Leaf's domestic violence and victim service programs sheltered 905 individuals and received 11 ,224 crisis calls in FY21. A New Leaf's CAAFA location in Apache Junction served 1,002 individuals (458 households), providing shelter, food boxes, crisis intervention, and supportive services to the community's DV/SV survivors and low-income residents. Has the city or the commission identified this as a problem? The Health and Human Services Commission has indicated that human service resources should be available to all people, especially to individuals at risk and experiencing hardship conditions. CAAFA's Food Distribution Program will provide essential food boxes to community residents in need, which meets the eligibility criteria established by the Commission. Project Proposal What is the proposed project to address the problem identified above? Please address the who, what, when, where, why, and how. A New Leaf requests funding to support the continuation of food box distribution and emergency hotel nights for Apache Junction's most vulnerable community members. The agency's food box program supports the basic needs of struggling residents and connects survivors to other vital services. 11 11 O� PQACHF✓GZ�O- Cityof Apache Junction U 2 - �- - 300 East Superstition Blvd •Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 A �RIZONP HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance A New Leaf partners with United Food Bank to offer food boxes to low-income members of the community. Food boxes are distributed from A New Leaf's CAAFA administrative office in Apache Junction, and Advocates deliver food boxes to residents in shelter or emergency hotel (both in Apache Junction). United Food Bank's program is funded by the Arizona Department of Economic Security (DES) and has income eligibility criteria based on Federal Poverty Guidelines. (Individuals and households at 185% of federal poverty limit or less are eligible.) Members of the public who receive food boxes from CAAFA complete a one-time Application for Benefits, which is entered into a shared data tracking system with all DES associated food banks. When they receive a food box, they enter their information on a form certifying that they are eligible based on their income. CAAFA's participants—either residents in CAAFA's Safe House or emergency hotel program, or those who receive our community-based services—are also eligible for food boxes. Each year, over 90% of program participants have no income or are low income. (It is common for abusers to prevent victims from working, so once a survivor leaves the abusive situation, they may have no job or income and must rebuild.) All food box recipients can receive a food box from CAAFA once per week, Monday through Friday, from 9 am to 4 pm. Through the agency's partnership, United Food Bank provides non-perishable food for free, known as TEFAP (The Emergency Food Assistance Program). TEFAP comes pre- packaged in bags that are about the size of a standard plastic grocery bag. In order to ensure there is enough food to distribute as individuals come between our twice-monthly food deliveries, CAAFA typically follows the United Food Bank limits for TEFAP: One bag per family up to 4 members, 2 bags for families with 5-8 members, etc. Since one bag of food (whether for an individual or a family of 4) does not go very far, CAAFA has historically purchased additional food to supplement TEFAP—typically frozen meat, which is an important nutritional addition to the nonperishable items. When it is available, CAAFA purchases the supplemental food from United Food Bank. However, their inventory can be inconsistent, so have also purchased food from grocery stores when needed (and when funding allows). Access to shelter is limited as most shelters in the community are currently limiting their capacity to meet health guidelines and individuals are staying in shelter longer because of increased challenges with securing employment and independent housing. A New Leaf requests funding to pay for emergency hotel nights, providing short-term shelter and case management for an increased number of Apache Junction individuals/families in hotels. Is this a best practice or has it been proven successful in other places? A New Leaf's CAAFA adheres to the Arizona Service Standards for Domestic Violence Service Providers, the Arizona Service Standards for Sexual Viloence Service Providers, 19nd the Recommended Guidelines for a Coordinated Community Response to Adult 12 O� PQAC pOCityof A ache Junction - �- - 300 East Superstition Blvd •Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 A �RIZONP HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Sexual Assault set forth by the Governor's Office of Youth, Faith, and Families. Services are designed with an empowerment philosophy, an anti-oppression framework that is healing centered, trauma informed, culturally sensitive, and strengths based. Services are provided in a sensitive, respectful, and nonjudgmental manner, where survivors are listened to and believed. Advocates empower survivors by prioritizing their safety, rights, needs, and wishes, and ensure that survivors have access to appropriate, accessible and quality services. Is this a new or continuing project? This is a continuing project. Why is this a need to be addressed? The need for safe, supportive housing beyond emergency shelter for survivors of domestic violence is essential. Many survivors experience difficult and complicated challenges that they must overcome before they can take steps towards gaining employment, finding childcare and reliable transportation, and obtaining permanent housing. These challenges include physical injuries, the impact of trauma including traumatic brain injury, ongoing safety concerns, and lack of access to appropriate healthcare, legal protections and financial resources. Services for domestic and sexual violence victims must continue to be provided to ensure a safety net of support is available when a request for help comes. Who will you serve with this project? A New Leaf will serve men, women, children, and families within Pinal County and eastern Maricopa County. The agency is committed to providing food and other vital services to assist with the well-being and safety of Apache Junction residents. In FY23, A New Leaf anticipates serving 1,020 individuals (470 households). Of those, 50 will be Apache Junction residents. A New Leaf provides victims and survivors of domestic violence and sexual assault support services regardless of past or present involvement with substance abuse, mental illness, race, language, religious preference, disability, or sexual orientation. A New Leaf offers flexible and culturally specific services to meet the needs of all survivors and their children. A New Leaf accepts clients regardless of national origin, race, creed, religion, disability, gender, marital status, age, sexual orientation, or color. A New Leaf complies with the Americans with Disabilities Act (ADA). A New Leaf is committed to offering culturally sensitive programming to all program participants. Honoring each person's culture contributes to a solid sense of meaning, self-perception, and purpose. To provide this sense of security, A New Leaf staff will research cultures, reach out to 1prnmunity partners to gain further input, and respect the experiences of each survivor. 13 O� PQAC pOCityof A ache Junction - �- - 300 East Superstition Blvd •Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 A �RIZONP HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance How and will you sustain this project after the agreement has ended? Since the inception of its shelter services, A New Leaf has been able to provide quality, uninterrupted services to men, women, and children through grant funding, valuable partnerships, dedicated volunteers, and the generosity of local businesses and individuals. By leveraging such resources, Shelter Services has been able maintain and expand facilities and services as the needs have changed through the years. A New Leaf benefits from diverse funding streams that include federal, state, and local funders along with various foundations and corporations. The agency also receives private and in-kind donations that aids in A New Leaf's commitment to its clients. A New Leaf is currently operating with an approximate 60-day cash reserves for all programs to ensure the sustainability of services in the case of shortfalls in funding. The Government Grants and Contracts team maintains a schedule for applying for and renewing grants and contracts, as well as for meeting requirements for compliance. A New Leaf's Philanthropy team conducts fundraising activities to engage individual donors and corporate and foundation support to fill gaps in funding and to enhance services. Are there any community partners on this project? If so, please list. A New Leaf/ CAAFA has established collaborative relationships with a variety of community partners to ensure a full continuum of care for the DV and SV victims served through this project. - Apache Junction Police Dept - AJPD refers victims to CAAFA, and CAAFA provides 24- hour on-scene response for DV and SV calls; CAAFA trains AJPD officers on DV/SV dynamics and CAAFA services. Also allows shelter residents to house pets at the AJ animal shelter. - A New Leaf partners with United Food Bank to offer food boxes to low-income members of the community. Food boxes are distributed from A New Leaf's CAAFA administrative office in Apache Junction, and Advocates deliver food boxes to residents in shelter or emergency hotel (both in Apache Junction). - Maricopa PD/Maricopa Family Advocacy Center - A New Leaf/ CAAFA has had a formal agreement with the Maricopa Family Center in Pinal County for at least four years. The center offers collaborations of law enforcement, child protective services, city prosecutors and medical forensic professionals to provide services to survivors of sexual assault. This collaborative effort is designed to reduce trauma associated with crime by consolidating 14 14 O� PQAC pOCityof A ache Junction - �- - 300 East Superstition Blvd •Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 A �RIZONP HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance interviews, streamlining communication and coordination between agencies. - Gilbert PD - GPD refers victims to CAAFA, and CAAFA provides 24-hour on-scene response for DV and SV calls; CAAFA trains GPD officers on DV/SV dynamics and CAAFA services - Local motels - MOUs establish discounted rates for emergency stays and detail the motel's responsibility to maintain victims' confidentiality. 15 15 �� PQpCHf�G�'O City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // w• P www.apachejunctionaz.gov • (480) 982-8002 y l� gaizoN HEALTH & HUMAN SERVICES COMMISSION Request 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 470 Information is Provide To meet Staff households provided on food for resident's basic Create staff Community Food (50 Apache services to families in needs. accessibility. Engagement distribution Junction 100% Of clients.need. residents) At the end of Assist To ensure client Help clients Advocacy Create Safety300 FY22/23, 85% program safety is met. assess their staff support Plan domestic of participants safety. violence program clients in creating a survivors (30 know how to safety plan. Apache assess and plan Junction for their residents) continued safety. To ensure clients Help clients feel Empowerme Counseling 300 At the end of Provide heal emotionally. in control. nt Support Services domestic FY22/23, 85% services Staff violence of that survivors (30 program clients promotes Apache will report they emotional Junction are regaining healing from residents) control of their the effects life. of DV and SV. To provide an Survey clients General Support At the end of Offer high array of support to determine Advocacy Services 500 DV and FY22/23, 85% quality services. effectiveness Staff SV survivors of services to (50 Apache program people who Junction participants will experience residents) report DV and SV. satisfaction with services. lb 16 O� PQAC ApacheOCityof Junction U Z �- - 300 East Superstition Blvd •Apache Junction, AZ 85119 • // 9RIZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Financial Information What is your Tax ID number? 86-0256667 What is your Arizona Tax Privilege License number? 86-0256667 Does your agency have internal financial controls in place to track, YES report, and account for all funds which promotes transparency? Is a certified public accountant responsible for your daily financials? YES Is a certified public accountant responsible for creating your YES monthly financial statements? Please provide most recent report. YES Is a certified public accountant responsible for your filing your YES taxes? When was your last 990 reported? 06/30/2020 Where can it be found? Agency website Have you had an audit completed and when?* YES Do you have an annual agency budget? Please Catherine Dyciewski,CAO provide. Who is responsible for creating your annual budget? *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. Camaraderie Event $210,000 Top Golf Fundraiser $60,000 Bags and Brews $32,000 Provide a list of your funding sources and the average amount received, including membership dues and private contributions. SOURCE OF FUNDING AMOUNT % OF TOTAL REVENUE Contributions $3,292,362.00 9% Private Grants $2,604,080.00 7.1% Government Grants $16,692,325.00 45.6% Indirect Contributions $450,000.00 1.2% Contract Revenue $2,516,040.00 6.9% Special Events $485,000.00 1.3% Clinical Operations $8,361,598.00 22.9% United Way $618,435.00 1.7% Miscellaneous $1,571,473.00 4.3% TOTAL REVENUE $36,591,313.00 100.00% 17 17 O� PQACHF✓ ApacheCityof Junction �-- u y Z � �- - 300 East Superstition Blvd •Apache Junction,AZ 85119• // 9RIZ014 �ww.apachejunctionaz.gov• (480) 982-8002 _t� HEALTH & HUMAN SERVICES COMMISSION Request 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 Admin. Support 2,808.00 2,808.00 2,808.00 2,808.00 $11,232.00 2 ERE 617.75 617.75 617.75 617.75 $2,471.00 3 Food Box Items 450.00 450.00 450.00 450.00 $1,800.00 4 Hotel Nights 1,440.00 1,440.00 1,400.00 1,440.00 $5,760.00 5 $ 6 $ 7 $ 8 $ 9 $ 10 $ Total $5,315.75 $5,315.75 $5,315.75 $5,315.75 $21,263.00 What percentage of the project budget is being requested? 30% (food box program) What percentage of your budget is the requested funding? 1.5% 18 18 O� PQAC pOCityof A ache Junction - �- - 300 East Superstition Blvd •Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Narrative Please provide a detailed budget narrative for each itemized expense. Salary—funding is requested to pay for .3 of a full-time Administrative Support position. 1 This position will be responsible for food box distribution, as well as tracking and reporting program activity. ($18 per hr. x 2080 x .3 = $11,232) Employee-related Expenses- This is calculated at 22% of salary. ($11,232 x .22 = $2,471) 2 Food Box Items- These items supplement the food received from the United Food Bank, to 3 ensure healthy food for families in need. ($150 per mo. x 12 mos. = $1,800) Hotel Nights- Emergency hotel nights enable staff to assist domestic violence and sexual 4 abuse survivors to obtain safe shelter, even when shelter beds are unavailable. ($120/night x 4 families each month x 12 mos. = $5,760) 5 6 7 8 9 10 19 19 �� PQpCHf�G�'O City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // gRIZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Project Evaluation How will you determine your project was successful in reaching your goals and what methods will you use? Services are evaluated through the following methods: - Intake and Assessment: basic client information is collected to provide an initial assessment and a baseline from which to measure progress - Individual Service Plan: identifies client goals and objectives, strengths, and challenges - Program Discharge Report: information about discharge destination, financial situation, ongoing goals, and social support networks is collected - Satisfaction Surveys: used in determining effectiveness of services and to gauge the level of client confidence, knowledge, and skill development in a variety of areas 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 Increase Knowledge of Underserved 85% 12 months Client 1 Support Services Families in Satisfaction and Community crisis Survey Resources 2 Increase Feelings of DV and SV 85% 12 months Client Safety and Well survivors Satisfaction 3 being Survey 4 Completed applications and documents can be submitted in person to the City Clerk's Office or via e-mail to hhsc apacheiunctionaz.gov. City offices are open Monday through Thursday, 7:00 am to 6:00 pm. 20 20 �� PQpCHf�G�'O Cityof A ache Junctionz s 300 East Superstition Blvd •Apache Junction,AZ 85119 • // gRIZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Scoring Rubric 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 required documentation 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 21 21 • A NEW LEAF, INC. AND AFFILIATES Mesa, Arizona CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 Henryorne � y 22 A NEW LEAF, INC. AND AFFILIATES TABLE OF CONTENTS INDEPENDENT AUDITORS' REPORT 1 Consolidated Statement of Financial Position 3 Consolidated Statement of Activities 5 Consolidated Statement of Functional Expenses 6 Consolidated Statement of Cash Flows 8 Notes to Consolidated Financial Statements 10 SUPPLEMENTARY SCHEDULES 47 Consolidating Statement of Financial Position 48 Consolidating Statement of Activities 50 Statement of Cash Flows 51 Schedule of Accounts Receivable and Deferred Revenue 53 Schedule of Revenues and Expenses 54 23 ' Henry+ Horne Offering You More INDEPENDENT AUDITORS' REPORT The Board of Directors A New Leaf, Inc. and Affiliates Mesa, Arizona Report on the Financial Statements We have audited the accompanying consolidated financial statements of A New Leaf, Inc. (a nonprofit organization) and Affiliates, which comprise the consolidated statement of financial position as of June 30, 2020, and the related consolidated statements of activities, functional expenses, and cash flows for the year then ended, and the related notes to the consolidated financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Tempe24 Scottsdale • Casa Grande I www.hhcpa.com Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of A New Leaf, Inc. and Affiliates as of June 30, 2020, and the changes in their net assets and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matter Other Information Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The accompanying supplementary information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated, in all material respects, in relation to the consolidated financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated , on our consideration of A New Leaf, Inc. and Affiliates' internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of A New Leaf, Inc. and Affiliates' internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering A New Leaf, Inc. and Affiliates' internal control over financial reporting and compliance. �Wn-t �Mv ILk Tempe, Arizona March 4, 2021 2 25 A NEW LEAF, INC. AND AFFILIATES CONSOLIDATED STATEMENT OF FINANCIAL POSITION June 30, 2020 ASSETS CURRENT ASSETS Cash and cash equivalents $ 5,333,694 Restricted cash - deposits and funded reserves 329,947 Restricted cash - designated for direct loan fund 119,011 Restricted cash - Individual Development Accounts (IDA) 1,009,603 Accounts receivable, net of allowance for uncollectible accounts of$766,577 2,702,426 Promises to give, net 520,313 Prepaid expenses 240,336 Loans receivable, current portion, net 47,939 Due from affiliates 580,977 TOTAL CURRENT ASSETS 10,884,246 NON-CURRENT ASSETS Loans receivable, net of current portion 115,350 Notes receivable, related parties, net 1,013,894 Deposits 348,647 Investments 105,914 Investments held for deferred compensation plan 245,711 Investment in affiliate 1,401,936 Property and equipment, net 13,773,653 Beneficial interest in perpetual trust 227,937 Assets restricted for long-term purposes - Endowment: Cash 37,723 Investments 1,513,282 Promises to give, net 29,537 TOTAL NON-CURRENT ASSETS 18,813,584 TOTAL ASSETS $ 29,697,830 See accompanying notes. 3 26 A NEW LEAF, INC. AND AFFILIATES CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Continued) June 30, 2020 LIABILITIES AND NET ASSETS CURRENT LIABILITIES Accounts payable $ 485,801 Accrued expenses 1,250,981 Deferred revenue 2,021,153 Deferred conditional contribution (PPP) 2,493,256 Lines of credit 991,357 Notes payable, current portion 485,303 Capital leases, current portion 49,583 TOTAL CURRENT LIABILITIES 7,777,434 NON-CURRENT LIABILITIES Tenant security deposits 6,050 Accrued deferred compensation 245,711 Notes payable, net of current portion 4,567,306 Capital leases, net of current portion 77,370 Guaranteed loan obligation 17,348 TOTAL NON-CURRENT LIABILITIES 4,913,785 TOTAL LIABILITIES 12,691,219 NET ASSETS Without donor restrictions 9,644,927 With donor restrictions 7,361,684 TOTAL NET ASSETS 17,006,611 TOTAL LIABILITIES AND NET ASSETS $ 29,697,830 See accompanying notes. 4 27 A NEW LEAF, INC. AND AFFILIATES CONSOLIDATED STATEMENT OF ACTIVITIES Year Ended June 30, 2020 Without Donor With Donor Restrictions Restrictions Total REVENUE AND SUPPORT Contract revenue $ 17,507,513 $ - $ 17,507,513 Behavioral health revenue 8,982,826 - 8,982,826 Payroll protection program government grant 2,214,544 - 2,214,544 Contributions 3,131,271 3,129,312 6,260,583 In-kind donations and rent 1,472,751 - 1,472,751 Client fees 507,339 - 507,339 Rental income 491,669 - 491,669 Investment return (12,640) 82,084 69,444 Other income 261,027 - 261,027 Release from purpose restrictions 3,175,545 (3,175,545) - Release from time and purpose restrictions 529,370 (529,370) - 38,261,215 (493,519) 37,767,696 Bingo revenue 986,308 - 986,308 Cost of goods sold (589,513) - (589,513) 396,795 - 396,795 Special events income 87,176 - 87,176 Direct benefit to donors (66,191) - (66,191) 20,985 - 20,985 TOTAL REVENUE AND SUPPORT 38,678,995 (493,519) 38,185,476 EXPENSES Program services 31,895,552 - 31,895,552 Bingo games 228,861 - 228,861 Management and general 4,947,757 - 4,947,757 Fundraising 1,388,851 - 1,388,851 TOTAL EXPENSES 38,461,021 - 38,461,021 CHANGE IN NET ASSETS 217,974 (493,519) (275,545) NET ASSETS AT BEGINNING OF YEAR 9,426,953 7,855,203 17,282,156 NET ASSETS AT END OF YEAR $ 9,644,927 $ 7,361,684 $ 17,006,611 See accompanying notes. 5 28 A NEW LEAF, INC. AND AFFILIATES CONSOLIDATED STATEMENT OF FUNCTIONAL EXPENSES Year Ended June 30, 2020 Program Services Community Community Real Estate Development Community Individual Total Shelter Youth Behavioral Services and and Other Financial Action Development Program Services Services Health Education Programs Institution Program Weatherization Account COVID Services Salaries and wages $ 3,281,637 $ 6,228,368 $ 5,185,246 $ 1,255,317 $ 36,275 $ 117,263 $ 377,456 $ 37,135 $ 87,647 $ 893 $ 16,607,237 Payroll taxes 275,388 526,668 418,013 110,656 3,295 9,968 31,676 2,864 6,430 356 1,385,314 Employee benefits 445,134 674,703 610,453 158,900 43 8,508 38,159 10,378 6,609 22 1,952,909 4,002,159 7,429,739 6,213,712 1,524,873 39,613 135,739 447,291 50,377 100,686 1,271 19,945,460 Professional services 224,073 1,118,692 183,455 167,371 41,103 54,805 35,758 1,345 24,936 388 1,851,926 Advertising,marketing,and printing 3,087 3,292 10,903 4,340 - 432 158 - - - 22,212 Supplies and postage 60,927 111,480 46,387 28,398 419 1,092 5,927 195 381 1,050 256,256 Telephone 138,077 127,323 126,182 38,780 9,248 5,429 21,244 1,046 1,740 330 469,399 Occupancy 778,956 502,831 580,815 112,686 89,116 329 35,313 2,823 5,285 1,281 2,109,435 Travel and vehicle 73,582 273,979 57,810 37,437 432 3,544 4,844 1,829 2,627 - 456,084 Interest expense 18,393 62,502 30,314 13,746 47,672 11,675 2,021 174 20 186,517 Conferences 6,127 1,603 8,144 5,471 - 3,105 2,264 1,311 42 28,067 Depreciation 263,394 146,516 41,177 10,464 64,527 406 - - - - 526,484 Insurance 142,208 267,083 134,268 39,067 3,515 2,232 10,234 7,418 2,082 818 608,925 Equipment lease,repair, and maintenance 66,069 53,558 66,667 37,787 2,299 77 16,136 841 2,715 2 246,151 Client expenses 2,426,905 532,051 84,788 99,546 2,423 140 1,220,947 404,360 60,270 97,366 4,928,796 Bad debt - - - - - 176,123 - - - - 176,123 Bingo cost of goods sold - - Bingo taxes - - - Special event expenses 11,926 - - 915 - - - - - 12,841 Miscellaneous expense 8,824 22,662 15,286 7,851 11,667 1,446 2,368 500 112 70,716 Contribution expense - - - - - 160 - - - - 160 TOTAL EXPENSES 8,224,707 10,653,311 7,599,908 2,128,732 312,034 396,734 1,804,505 472,219 200,896 102,506 31,895,552 Amounts not included in expenses on consolidated statement of activities: Special event venue and food - - - - - - - - - - - Bingo cost of goods sold - - - - - - - - - - - $ 8,224,707 $ 10,653,311 $ 7,599,908 $ 2,128,732 $ 312,034 $ 396,734 $ 1,804,505 $ 472,219 $ 200,896 $ 102,506 $ 31,895,552 See accompanying notes. 6 29 A NEW LEAF, INC. AND AFFILIATES CONSOLIDATED STATEMENT OF FUNCTIONAL EXPENSES (Continued) Year Ended June 30, 2020 Management Bingo and Games General Fundraising Total Salaries and wages $ 70,028 $ 2,725,059 $ 797,806 $ 20,200,130 Payroll taxes 5,768 205,141 62,051 1,658,274 Employee benefits 2,314 415,206 84,265 2,454,694 78,110 3,345,406 944,122 24,313,098 Professional services 410 650,034 47,768 2,550,138 Advertising, marketing,and printing 6,755 4,321 187,188 220,476 Supplies and postage 1,923 53,820 14,169 326,168 Telephone 2,676 123,524 9,427 605,026 Occupancy 93,922 413,151 14,022 2,630,530 Travel and vehicle - 47,201 12,253 515,538 Interest expense 7,874 51,509 21,006 266,906 Conferences - 6,206 9,866 44,139 Depreciation 33,478 1,091 561,053 Insurance - 62,453 12,548 683,926 Equipment lease, repair, and maintenance 17,850 61,375 5,468 330,844 Client expenses - 1,220 4,013 4,934,029 Bad debt - 40,714 25,548 242,385 Bingo cost of goods sold 589,513 - - 589,513 Bingo taxes 19,266 - - 19,266 Special event expenses - 321 136,713 149,875 Miscellaneous expense 75 51,974 9,840 132,605 Contribution expense 1,050 - 1,210 TOTAL EXPENSES 818,374 4,947,757 1,455,042 39,116,725 Amounts not included in expenses on consolidated statement of activities: Special event venue and food - - (66,191) (66,191) Bingo cost of goods sold (589,513) - - (589,513) $ 228,861 $ 4,947,757 $ 1,388,851 $ 38,461,021 See accompanying notes. 7 30 A NEW LEAF, INC. AND AFFILIATES CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended June 30, 2020 CASH FLOWS FROM OPERATING ACTIVITIES Change in net assets $ (275,545) Adjustments to reconcile change in net assets to net cash provided by (used in) operating activities: Depreciation 561,053 Provision for uncollectible promises to give (4,954) Amortization of discount on promises to give (2,892) Provision for uncollectible notes receivable (33,823) Amortization of discount on notes receivable (13,128) Bad debt provision for accounts receivable 242,385 In-kind rent expense 184,539 Realized and unrealized (gain)/loss on investments (46,038) Net loss on investment in affiliate 45 Net change in guaranteed loan obligation (19,559) (Increase) decrease in: Accounts receivable 433,723 Promises to give 253,101 Due from affiliates 28,021 Prepaid expenses 28,781 Deposits (198,305) Increase (decrease) in: Accounts payable (477,985) Accrued expenses (27,548) Deferred revenue 610,471 Deferred conditional contribution (PPP) 2,493,256 NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 3,735,598 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (340,337) Purchases of investments (1,669,684) Proceeds from sale of investments 714,891 Issuance of notes receivable (39,273) Payments received on notes receivable 166,830 NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (1,167,573) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt 1,000,000 Principal payments on long-term debt (326,918) Payments on capital leases (39,558) Payments on lines of credit (100,930) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 532,594 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,100,619 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 3,729,359 CASH AND CASH EQUIVALENTS, END OF YEAR $ 6,829,978 See accompanying notes. 8 31 A NEW LEAF, INC. AND AFFILIATES CONSOLIDATED STATEMENT OF CASH FLOWS (Continued) Year Ended June 30, 2020 RECONCILIATION TO CONSOLIDATED STATEMENT OF FINANCIAL POSITION Cash and cash equivalents $ 5,333,694 Restricted cash - deposits and funded reserves 329,947 Restricted cash - designated for direct loan fund 119,011 Restricted cash - Individual Development Accounts (IDA) 1,009,603 Restricted cash - Endowment 37,723 $ 6,829,978 SUPPLEMENTAL CASH FLOW DISCLOSURES: Noncash investing and financing transactions: Equipment financed through capital lease $ 58,695 Investment return on deferred compensation investments $ 4,876 Employee withdrawal on deferred compensation investments $ 116,250 Interest paid $ 137,117 See accompanying notes. 9 32 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 1 NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization A New Leaf, Inc. (Leaf) is an Arizona nonprofit corporation providing health and welfare services within Maricopa County. Leaf's mission is Helping Families and Changing Lives by providing emergency services and shelter to the homeless and victims of domestic violence; by providing community behavioral health services and programs; and by providing youth residential treatment centers and services. The vision at Leaf is to provide hope, new beginnings, growth, and change for individuals and families who aspire to turn over a new leaf. Leaf's major programs are as follows: Shelter Services — This program provides emergency shelter, basic needs, case management, childcare, and education classes for homeless individuals and families and for victims of domestic violence and their children. Ancillary services include a temporary overflow program utilized when domestic violence shelters are full, a court advocate program, family advocacy services, and crisis hotlines. Youth Services — Leaf's youth services include contractual residential and outpatient treatment centers and foster care. Behavioral Health — Leaf's community behavioral health programs for children provide support for mental and behavioral health issues as supported by contractual agreements. Services include but are not limited to, medical/psychiatric, case management, family support, therapy, social rehabilitation, facility-based after school and summer care, and youth intervention/respite. Phoenix Day was incorporated under the laws of the State of Arizona in June 1982 but has been in operation since 1915. Phoenix Day is a nonprofit corporation dedicated to ensuring healthy child and family development within the Phoenix Enterprise Community. Their mission is to support working families in the Valley by providing affordable high quality early childhood education and social services programs, while ensuring healthy child development as well as outreach programs in the greater community. Phoenix Day's major programs are as follows: Early Education Program — This program services children from six weeks to five years of age to provide developmentally appropriate early childhood education in a safe and nurturing environment. Health Links Program — This program provides access to free or low-cost child and adult health insurance, community outreach, coordination of wellness programs, and on-site support services and referral to community services. Program expenses of Phoenix Day are listed under community services and education on the consolidated statement of functional expenses. 10 33 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 1 NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Organization (Continued) The New Foundation (TNF) is a nonprofit corporation which maintains a residential psychiatric treatment facility for adolescents in Scottsdale, Arizona. Various governmental agencies and pass-through entities contract with TNF for these services, generally on an annual basis. The activities of TNF ceased during the fiscal year ended June 30, 2020. Neighborhood Economic Development Corporation (NEDCO) is a Community Development Financial Institution (CDFI) which began its operations on August 1, 1997. A CDFI is a specialized financial institution generally working in local markets that are underserved by traditional financial institutions. A CDFI focuses on community development activities that rebuild disinvested communities through a variety of lending, investment, social support, and educational activities. NEDCO's mission is to finance economic development initiatives in low/moderate income neighborhoods in Arizona. NEDCO's primary focus is community development lending to businesses for expansion and to other community development projects. Building upon its unique relationship to financial institutions, NEDCO also provides technical assistance to businesses as well as neighborhood groups on community development projects. Program expenses of NEDCO are listed under community development financial institution on the consolidated statement of functional expenses. Mesa Community Action Network, Inc. (MesaCAN) is a nonprofit organization established September 3, 1986 as the community action program for the city of Mesa, Arizona. It serves as the vehicle whereby both governmental and private funding are brought together to assist in meeting the human service needs in the city of Mesa and surrounding areas. MesaCAN's major programs are as follows: Community Action Program — This program offers financial and case management services to individuals and families who are facing an immediate crisis which impacts their housing, utilities, health, and safety. City of Mesa residents apply and are qualified based on poverty guidelines, household size, and state regulations. Individual Development Accounts — Individual Development Accounts (IDA) are savings accounts held by individuals at designated local banks and credit unions to help working individuals and families save for home ownership and educational expenses. MesaCAN does not have access to the individual accounts as they are owned exclusively by the participants. Upon meeting the criteria of the IDA program, matching funds are disbursed to appropriate parties for asset purchases or payment of tuition and similar fees. 11 34 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 1 NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Organization (Continued) Weatherization — This program offers financial assistance to individuals and families who are in need of weatherization assistance for their homes. This includes replacement of air conditioning, heaters, heat pumps, weather stripping, lighting, inefficient appliances, and windows. A New Leaf Cottages, Inc. (Cottages) is an Arizona nonprofit corporation incorporated in 1996, which provides housing needs to individuals and families in need. Cottages is the developer of Desert Leaf Apartments (the Apartments). The Apartments are a 20-unit apartment complex, which includes onsite supportive services. Nineteen of the units are leased and one unit is used for community services and delivery space. Cottages also owns a home, Contessa, which is available for single-family living. Prior to the fiscal year ended June 30, 2020 Leaf was the sole member of Arizona Women's Education and Employment, Inc. (AWEE). During the year ended June 30, 2020 AWEE was dissolved and all net assets were transferred to Leaf. Principles of Consolidation Leaf is the sole member of La Mesita Apartments, LLC, and La Mesita Apartments Phase 3, LLC. La Mesita Apartments, LLC, is the general partner in La Mesita Apartments, LP with a 0.01% share. La Mesita Apartments Phase 3, LLC, is the general partner with a 0.01% share in La Mesita Apartments Phase 3, LP. The total investment held by La Mesita Apartments, LLC and La Mesita Apartments, Phase 3, LLC amounted to less than $100 and has not been included in the accompanying consolidated financial statements due to immateriality. Leaf is the sole member of MesaCAN and NEDCO. Phoenix Day, Cottages, and TNF all operate as affiliates of Leaf and under the control of Leaf. The consolidated financial statements include the accounts of Leaf, MesaCAN, NEDCO, Phoenix Day, Cottages and TNF because Leaf has both control and economic interest in these organizations. All significant inter-organization transactions and accounts have been eliminated in the consolidation. Unless otherwise noted, these consolidated organizations are hereinafter referred to as "the Organization". Basis of Presentation The consolidated financial statements of the Organization have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and accordingly reflect all significant receivables, payables, and other liabilities. 12 35 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 1 NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Cash and Cash Equivalents and Change in Accounting Principle For the purpose of the consolidated statement of cash flows, the Organization considers all highly liquid financial instruments purchased with an original maturity of three months or less at date of acquisition to be cash equivalents. IDA-restricted cash can only be used for certain home ownership and educational expenses, including tuition, books, and other fees. During the year ended June 30, 2020, the Organization adopted ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. Management believes that the adoption of the new accounting standard provides a better presentation of cash flows to the users of its consolidated financial statements. Before the change, restricted cash and restricted cash equivalents were not included with cash and cash equivalents when reconciling the beginning-of-period and end- of-period total amounts reported on the consolidated statement of cash flows. The effect of this change was to include $882,530 in restricted cash in the beginning-of-period cash and cash equivalents balance on the accompanying consolidated statement of cash flows. Restricted Cash Designated for Direct Loan Fund NEDCO receives loans and grant funds from various sources to be used for loans receivable to new or existing small businesses or as cash reserves for loan losses. These loans are included in notes payable in the accompanying consolidated statement of financial position. These funds are maintained in separate bank accounts and are designated to be used to fund additional loans. Restricted Deposits and Funded Reserves As required by loan and rental agreements, the Organization has established funded operating reserves, replacement reserves and a tenant security deposit fund. Accounts Receivable Accounts receivable consists primarily of amounts due under contracts with federal, state and city agencies as well as private insurance companies, patients, and funding sources under fee- for-service contracts. Accounts receivable are carried at the outstanding balances less an allowance for doubtful accounts, if applicable. Accounts receivable are stated at the amount management expects to collect. Management determines the allowance for uncollectible accounts based on historical experience, an assessment of economic conditions, and a review of subsequent collections. Account balances are written off through a charge to the valuation allowance and credit to accounts receivable when they are determined to be uncollectible. 13 36 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 1 NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Promises to Give Unconditional promises to give are recognized as revenues in the period the promise is received and as assets, decreases of liabilities or expenses depending on the form of the benefits received. Unconditional promises to give that are to be collected within one year are recorded at net realizable value. Unconditional promises to give that are expected to be collected in future years are recorded at the present value of their estimated future cash flows. The discounts on those amounts are computed using risk-free interest rates as determined by management applicable to the years in which the promises are received. Amortization of the discounts is included in contributions. Conditional promises to give are recognized when the conditions on which they depend are substantially met. In circumstances where it is aware of a specific amount where there may be an inability to meet the financial obligation, the Organization records a specific reserve to reduce the amounts recorded to what it believes will be collected. Management determines the allowance for uncollectible amounts based on historical experience, an assessment of economic conditions, and a review of subsequent collections. Promises are charged off against the allowance when they are deemed to be uncollectible. Loans Receivable Loans are reported at their outstanding unpaid principal balance adjusted for the allowance for loan losses. Interest income is accrued on the unpaid principal balance. The accrual of interest on loans is discontinued at the time the loan is 120 days delinquent unless the credit is well secured and in process of collection. Past due status is based on contractual terms of the loan. Loans are placed on nonaccrual status or charged-off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans that are placed on nonaccrual status or charged- off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. The Organization has determined that the accounting for nonrefundable fees and costs associated with originating or acquiring loans does not have a material effect on its consolidated financial statements. As such, these fees and costs have been recognized during the period they are collected and incurred, respectively. 14 37 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 1 NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Allowance for Loan Loss Reserve The allowance for loan loss reserve is established as losses are estimated to have occurred through a provision for loan losses charged to expense. Loan losses are charged against the allowance when management confirms the uncollectible loan balance. Subsequent recoveries, if any, are credited to the allowance. The allowance for loan losses is evaluated on a regular basis by management and is based upon management's periodic review of the collectability of the loans in light of historical experience, the nature, and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers nonimpaired loans and is based on historical loss rates for each portfolio segment, adjusted for the effects of qualitative or environmental factors that are likely to cause estimated credit losses as of the evaluation date to differ from the portfolio segment's historical loss experience. Qualitative factors include consideration of the following: changes in lending policies and procedures; changes in economic conditions; changes in the nature and volume of the portfolio; changes in the experience, ability and depth of lending management and other relevant staff; changes in the volume and severity of past due, nonaccrual and other adversely graded loans; changes in the loan review system; changes in the value of the underlying collateral for collateral-dependent loans; and concentrations of credit and the effect of other external factors such as competition and legal and regulatory requirements. A loan is considered impaired when, based on current information and events, it is probable that NEDCO will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. 15 38 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 1 NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Allowance for Loan Loss Reserve (Continued) Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for business loans by either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's observable market price, or the fair value of the collateral if the loan is collateral dependent. Due From and Due To Affiliates Due from and due to affiliates are transactions that arise primarily in the normal course of business and include advances to and from affiliates for operational purposes. These balances are carried at the outstanding balances, are unsecured with no interest due, and have no specific repayment terms. Notes Receivable Due From Related Parties The Organization has three notes receivable due from related parties. Notes receivable are non- interest bearing and represent amounts due under extended payment terms exceeding one year. The Organization evaluates the collectability of the balances based on historical experience and the specific circumstances of individual notes. An allowance for uncollectible notes is recorded if necessary. Fair Value Measurements A framework for measuring fair value has been established by the Accounting Standards Codification and provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Organization has the ability to access. 16 39 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 1 NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Fair Value Measurements (Continued) Level 2 Inputs to the valuation methodology include: • Quoted prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets or liabilities in inactive markets; • Inputs other than quoted prices that are observable for the asset or liability; Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified term (contractual term), the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement, and usually reflect the Organization's own assumptions about the assumptions that market participants would use in pricing the assets (i.e. real estate valuations, broker quotes). The asset's or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs. Investments Investments are recorded at fair value in the consolidated statement of financial position. Investment return or loss is included in the consolidated statement of activities and consists of interest and dividend income, realized and unrealized gains and losses, less external investment expenses. Risk and Uncertainty The Organization invest in various types of investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes, could materially affect the amount reported in the consolidated statement of financial position. 17 40 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 1 NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Investments in Affiliated Entities The equity method of accounting is used when the Organization has a 20% to 50% interest in other entities. Under the equity method, original investments are recorded at cost and adjusted for the Organization's share of undistributed earnings or losses of these entities. Nonmarketable investments in which the Organization has less than a 20% interest and in which it does not have the ability to exercise significant influence over the investee are initially recorded at cost, and periodically reviewed for impairment. Beneficial Interest in Perpetual Trust The Organization has been named in a trust held in perpetuity for which the Organization is the sole beneficiary to the income received from the trust's assets. The trust is held by an unrelated third-party trustee and the Organization is entitled to an annual income distribution. The beneficial interest in the trust is recorded at the fair value of the underlying assets held in the trust which is determined to be Level 3 in the fair value hierarchy because even though that measurement is based on the unadjusted fair values of the trust assets, the Organization will never receive those assets or have the ability to direct the trustee to redeem them. Property and Equipment Acquisitions of property and equipment in excess of $10,000 are capitalized. Property and equipment are stated at cost or, if donated, at the approximate fair value at the date of donation. Depreciation of buildings and equipment is calculated using the straight-line method over the estimated useful lives of the respective assets. Major additions and improvements are capitalized. Maintenance and repairs are expenses as incurred. When assets are retired or otherwise disposed of, the related costs and accumulated depreciation are removed from the accounts and gains and losses are included in operations. Impairment of Long-Lived Assets The Organization reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. 18 41 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 1 NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Equity Equivalent Investments An Equity Equivalent Investment (EQ2) is a bank capital product supported by The Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation used to encourage banks and certain other organizations to invest in CDFIs, such as NEDCO. This financial tool permits a CDFI to strengthen its capital structures and leverage additional debt capital thereby increase lending and investing in its economically disadvantaged communities. An EQ2 is a long-term, low-interest loan that is typically structured with a rolling maturity and an automatic annual extension of the loan, as long as the borrower carries out its community development purposes. The equity equivalent investment is carried on the investor's financial statements as an investment and on the CDFI's financial statements as debt. EQ2 is not secured by any of the CDFI's assets and is fully subordinate to the CDFI's other creditors. Endowment Fund The Organization's endowment fund consists of one fund established by donors to provide annual funding for specific activities and general operations of La Mesita Apartments. Net assets associated with endowment funds are classified and reported based on the existence or absence of donor-imposed restrictions. The Organization follows Arizona's Management of Charitable Funds Act (MCFA) and its own governing documents. MCFA requires the preservation of endowment funds. When a donor's intent is not expressed, MCFA directs the Organization to spend an amount that is prudent, consistent with the purposes of the fund, relevant economic factors and the donor's intent that the fund continues in perpetuity. The Organization classifies as net assets with donor restrictions (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 donor-restricted endowment fund also includes accumulated earnings in the fund that are also classified as net assets with donor restrictions until those amounts are appropriated for expenditure by the Organization in a manner consistent with the standard of prudence prescribed by MCFA. 19 42 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 1 NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Endowment Funds (Continued) In accordance with MCFA, the Organization considers the following factors in making a determination to appropriate or accumulate donor-restricted endowment funds: (1) the duration 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) the Organization's other resources, and (7) the Organization's investment policies. Investment Return Objectives, Risk Parameters and Strategies. 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. Accordingly, the investment process seeks to achieve an after-cost total real rate of return, including investment income as well as capital appreciation. The Organization's primary objective is to obtain the best possible return on investments with the appropriate degree of risk and to meet the priorities of the Organization over time. To satisfy this long-term rate-of-return objective, the investment portfolio is structured on a total-return approach through which investment returns are achieved through both capital appreciation and current yield. From time to time, certain donor-restricted endowment funds may have fair value less than the amount required to be maintained by donors or by law (underwater endowments). The Organization has interpreted MCFA to permit spending from underwater endowments in accordance with prudent measures required under law. As of June 30, 2020, there were no underwater endowments. Spending Policy. The Organization's Board of Directors has established a policy that there will be no appropriations of expenditures from the endowment until such time as the total endowment fund balance, including investment return, reaches $1,000,000. After the minimum basis is reached, the board of directors may release up to 3.00% of earnings from the previous calendar year for uses designated by them within guidelines of any restrictions. As of June 30, 2020, no earnings were released. 20 43 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 1 NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Net Assets The Organization reports information regarding its financial position and activities according to two classes of net assets as follows: • Net Assets Without Donor Restrictions — Net assets available for use in general operations and not subject to donor or grantor restrictions. • Net Assets With Donor Restrictions — Net assets whose use is limited by donor-imposed time and/or purpose restrictions. Gifts of long-lived assets and gifts of cash restricted for acquisition of long-lived assets are recognized as revenue when the assets are placed in service. Donor-imposed restrictions are released when a restriction expires, that is, when the stipulated time has elapsed, when the stipulated purpose for which the resource was restricted has been fulfilled, or both. Revenue Recognition Exchange transaction revenue includes contract revenue, behavioral health revenue, rental income, and bingo revenue and is recognized when earned, which is at the point in time when the rental of space or the services are provided. A receivable is recorded to the extent the revenue earned exceeds payments received and deferred revenue is recorded to the extent the payments received exceed the revenue earned. Contributions and Change in Accounting Principle In June 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2018-08, Not-for-Profit Entities-Clarifying the Scope and Accounting Guidance for Contributions Received and Contributions Made. The ASU clarifies and improves guidance for contributions received and contributions made by clarifying whether to account for transactions as contributions or as exchange transactions. This change is preferable in that it clarifies whether to account for transaction as contributions or as exchange transactions. In addition, it clarifies whether a contribution is conditional or unconditional. As a result, it enhances comparability of financial information among not-for-profit entities. The change in accounting principle was adopted on a modified prospective basis in the year ended June 30, 2020. As a result, there was no cumulative-effect adjustment to beginning net assets without donor restrictions or beginning net assets with donor restrictions as of July 1, 2019. 21 44 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 1 NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Contributions and Change in Accounting Principle (Continued) Contributions and grants received are recorded as either support with donor restrictions or as support without donor restrictions, depending on the existence and/or nature of any donor- imposed restrictions. All donor-restricted support is reported as an increase in net assets with donor restrictions. When a restriction expires (that is, when a stipulated time restriction ends or purpose restriction is accomplished), net assets with donor restrictions are reclassified to net assets without donor restrictions and reported in the consolidated statement of activities as net assets released from restrictions. Cost reimbursement contracts and grants are conditional contributions where the conditions are met upon incurring the expenses to be reimbursed. Cost reimbursement contract or grant amounts received in advance of the expenditures being incurred are recorded as deferred revenue. Non-Cash Donations Contributions of donated non-cash tangible assets (in-kind donations) are recorded at their fair values in the period received. Contributions of donated services that create or enhance non- financial assets or that require specialized skills, are provided by individuals possessing those skills, and would typically need to be purchased if not provided by donated services, are recorded at their fair market values in the period received. The Organization utilized the services of numerous volunteers who support the programs and activities of the Organization's program services, administration, and fundraising and development activities. This support has not been recorded in the accompanying consolidated financial statements as it does not meet the recognition criteria. Advertising The Organization uses advertising to promote its programs to the community. Advertising costs are charged to operations as incurred. Advertising expense charged to operations was approximately $198,000 for the year ended June 30, 2020. Functional Expenses The consolidated statement of functional expenses presents the natural classification detail of expenses by function. Accordingly, certain costs have been allocated among program services and supporting services. 22 45 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 1 NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Functional Expenses (Continued) Those costs which are necessary to the overall operation of the Organization and that benefit several services or programs are allocated according to the Leaf cost allocation plan. Allocable costs can be distributed to benefited programs based on acceptable allocation methods which include actual number of employees' worked hours, square footage/usage, rooms/beds or number of participants. The allocation method selected is determined by cost type. Allocations based on the number of employees are calculated after the end of every month. Allocations by any other method are reviewed and updated as necessary at least quarterly. • Information technology related expenditures benefiting programs directly such as software, telephone and network connectivity are allocated using the actual number of employees' worked hours. Other expenditures using this method include unemployment and general liability insurance. • Expenditures allocated by square footage include occupancy, property insurance and depreciation. • All costs related to Quality Management are allocated to all Leaf programs and Leaf Affiliates as they benefit all and the allocation is based on the number of employees' worked hours. Income Tax Status Leaf, Phoenix Day, TNF, NEDCO, MesaCAN, and Cottages qualify as tax-exempt organizations under Section 501(c)(3) of the Internal Revenue Code and have been classified as organizations that are not a private foundation under Section 509(a)(1). In addition, these organizations qualify for the charitable contribution deduction under Section 170 of the code. Income determined to be unrelated business taxable income (UBTI) would be subject to income tax. MesaCAN has UBTI related to the sale of bingo merchandise. The amount of the tax is minimal and is expensed at the time of payment. The Organization recognizes uncertain tax positions in the consolidated financial statements when it is more-likely-than-not that the positions will not be sustained upon examination by the tax authorities. As of June 30, 2020, the Organization had no uncertain tax positions that qualify for either recognition or disclosure in the consolidated financial statements. The Organization recognizes interest and penalties associated with income tax in operating expenses. During the year ended June 30, 2020, the Organization did not have any income tax related interest and penalty expense. 23 46 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 1 NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Loss Contingencies Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable, and an amount or range of loss can be reasonably estimated. Management does not believe there are such matters that will have a material effect on the consolidated financial statements. Management's Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting period. Accordingly, actual results could differ from these estimates. Date of Management's Review In preparing these consolidated financial statements, the Organization has evaluated events and transactions for potential recognition or disclosure through March 4, 2021, the date the consolidated financial statements were available to be issued. NOTE 2 LIQUIDITY AND AVAILABILITY The Organization regularly monitors the availability of resources required to meet its operating needs and other contractual commitments. For purposes of analyzing resources available to meet general expenditures over a 12-month period, the Organization considers all expenditures related to its ongoing activities to be general expenditures. As part of the Organization's liquidity management plan, the Organization invests cash in excess of daily requirements in short-term investments, CD's, and money market funds. 24 47 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 2 LIQUIDITY AND AVAILABILITY (Continued) As of June 30, 2020, financial assets that could readily be made available to meet general expenditures within the next year is calculated as follows: Cash and cash equivalents $ 5,333,694 Accounts receivable, net 2,702,426 Promises to give, net 520,313 Due from affiliates 580,977 Loan receivable, current portion, net 47,939 Investments 105,914 Financial assets available to meet cash needs for general expenditures within one year $ 9,291,263 NOTE 3 CONCENTRATIONS OF CREDIT RISK AND REVENUE DEPENDENCY Financial instruments that subject the Organization to potential concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable, and promises to give. The Organization maintains its cash in bank accounts with financial institutions, which at times may exceed federally insured limits, and with stock brokerage firms. The Organization has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash balances. The accounts receivable balance at June 30, 2020 includes amounts from one payer source whose balance makes up approximately 35% of net accounts receivable. Concentrations of credit risk with respect to accounts receivable are limited due to the nature of the receivables and the collection history of these types of accounts and with this payer source. As of June 30, 2020, promises to give include amounts from two donors totaling 82% of gross promises to give. Concentrations of credit risk with respect to promises to give is limited due to the Organization's relationship and history with these donors. The Organization received approximately 77% of its contract revenue from four funding sources (three of which are Arizona government agencies) during the year ended June 30, 2020. If the governmental agencies affect significant budget cuts in the future this source of funding could decrease. If this were to occur, it is management's opinion that the Organization could continue activities at a reduced level of service and continue to seek other sources of funding to support the activities. 25 48 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 4 PROMISES TO GIVE Unconditional promises to give at June 30, 2020 consist of the following: Due within one year: Endowment $ 32,819 Real property 127,640 Other 452,792 613,251 Due in one to five years: Other 1,583 Gross promises to give 614,834 Allowance for uncollectible promises (64,984) Total net promises to give $ 549,850 NOTE 5 LOANS RECEIVABLE The following is a summary of loans receivable by major category as of June 30, 2020: Business loans $ 214,044 Allowance for loan loss reserves (50,755) Loans receivable, net allowance $ 163,289 26 49 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 5 LOANS RECEIVABLE (Continued) The following is a summary of the activity in the allowance for loan losses for the year ended June 30, 2020, and the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment based on the impairment method as of June 30, 2020. The only portfolio segment is business loans. Allowance for credit losses: Balance at beginning of year $ 84,578 Charge-offs - Recoveries (41,482) Provisions 7,659 Balance at end of year $ 50,755 Individually evaluated for impairment $ 50,755 Collectively evaluated for impairment - Balance at end of year $ 50,755 Loans receivable: Individually evaluated for impairment $ 32,076 Collectively evaluated for impairment 181,968 Balance at end of year $ 214,044 Credit Quality Indicators: NEDCO categorizes loans in risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, collateral adequacy, credit documentation, public information, and current economic trends, among other factors. NEDCO analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on an ongoing basis as new information is obtained. NEDCO uses the following definitions for risk ratings: Pass — Loans classified as pass represent loans that are evaluated and are performing under the stated terms. Pass rated assets are analyzed by the paying capacity, the current net worth, and the value of the loan collateral of the obligor. 27 50 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 5 LOANS RECEIVABLE (Continued) Credit Quality Indicators (Continued): Non-Pass — Loans classified as non-pass possess weaknesses that require management attention, such as being inadequately protected by the current net worth, paying capacity of the obligor, or by the collateral pledged. Non-pass loans must have a well-defined weakness or weaknesses that jeopardize the repayment of the debt as originally contracted. They are characterized by the distinct possibility that NEDCO may sustain a loss if the deficiencies are not corrected. Loans in this category are allocated a specific reserve based on the estimated discounted cash flows from the loan (or collateral value less cost to sell for collateral dependent loans) or are charged off if deemed uncollectible. Based on the most recent analysis performed, the risk category of loans by class of loans as of June 30, 2020 is as follows: Pass Non-Pass Business loans $ 181,968 $ 32,076 NEDCO's loan portfolio is managed on a pool basis due to its homogeneous nature. Loans that are delinquent 120 days or more or are not accruing interest are considered nonperforming. The following table presents the recorded investments in NEDCO's loan portfolio by class based on payment activity as of June 30, 2020: Still Accruing 30-89 Days Over 90 Days Nonaccrual Current Past Due Past Due Balance Total Business loans $186,692 $ - $ - $ 27,352 $214,044 The following table summarizes individually impaired loans by class of loans as of June 30, 2020: Unpaid Average Interest Recorded Principal Recorded Income Investment Balance Investment Recognized With a specific allowance recorded: Business loans $ 32,076 $ 27,352 $ 32,076 $ - 28 51 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 5 LOANS RECEIVABLE (Continued) Impaired loans also include loans modified in a troubled debt restructuring (TDR) where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in interest rate on the loan, payment extensions, forgiveness of principle, forbearance or other actions intended to maximize collections. The balances of loans with modifications were as follows at June 30, 2020: Interest Rate Reduction Extended Payment at Below Maturity Reduction Market Rate Total Business loans $ 21,338 $ - $ - $ 21,338 NOTE 6 INVESTMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS Investments with readily determinable fair values are measured at fair value in the consolidated statement of financial position as determined by quoted market prices in active markets (Level 1). Deferred compensation plan investments are measured at fair value within Level 2 of the fair value hierarchy because they are comprised of debt investments valued using pricing models based on credit quality, time to maturity, stated interest rates, and market-rate assumptions. The Organization's beneficial interest in the perpetual trust is measured at Level 3 within the fair value hierarchy. 29 52 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 6 INVESTMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued) The following is a summary of financial instruments measured at fair value on a recurring basis at June 30, 2020: Level Level Level Total Unrestricted investments: Money market $ 103,161 $ - $ - $ 103,161 Mutual funds 2,753 - - 2,753 $ 105,914 $ - $ - $ 105,914 Deferred compensation plan investments: Pooled separate funds $ - $ 245,711 $ - $ 245,711 Beneficial interest in perpetual trust: Money market $ - $ - $ 5,033 $ 5,033 Fixed income - - 194,037 194,037 Equities - - 28,867 28,867 $ - $ - $ 227,937 $ 227,937 Endowment fund: Money market $ 195 $ - $ - $ 195 Mutual funds 1,513,087 - - 1,513,087 $ 1,513,282 $ - $ - $ 1,513,282 The following table presents the fair value hierarchy for the balances of financial assets measured at fair value on a nonrecurring basis as of June 30, 2020: Level Level Level Total Impaired loans $ - $ - $ 21,338 $ 21,338 The fair value of impaired loans is estimated based on either the loan's obtainable market price of the fair value of the collateral if the loan is collateral dependent or the discounted cash flows of future payments. Each method contains significant unobservable inputs and thus is classified as Level 3 fair value measurement. Valuation techniques and unobservable input disclosures are not included herein, as impaired loans are 100% reserved for based on facts and circumstances. 30 53 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 6 INVESTMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued) The following is a reconciliation of beginning and ending balances of assets measured at fair value on a recurring basis using significant unobservable (Level 3) inputs during the year ended June 30, 2020: Benefical Interest in Perpetual Trust June 30, 2019 $ 248,334 Distribution (24,872) Change in value 4,475 June 30, 2020 $ 227,937 NOTE 7 INVESTMENT IN AFFILIATE The Organization has an investment in an affiliate that is accounted for using the equity method of accounting. The following is a reconciliation of beginning and ending balances of the equity method investment during the year ended June 30, 2020: Prospect Park, LP Investment value at June 30, 2019 $ 1,401,981 Net loss (45) Investment value at June 30, 2020 $ 1,401,936 31 54 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 7 INVESTMENT IN AFFILIATE (Continued) The following is summarized financial statement information as of and for the year ended June 30, 2020: Prospect Park, LP Statement of Financial Position: Total assets $ 1,323,063 Total liabilities 42,805 Net assets without donor restrictions 1,280,258 Total liabilities and net assets $ 1,323,063 Statement of Activities: Total revenue $ 21,938 Total expenses 66,947 Change in net assets (45,009) Net assets at beginning of year 1,325,267 Net assets at end of year $ 1,280,258 32 55 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 8 PROPERTY AND EQUIPMENT Property and equipment consist of the following at June 30, 2020: Land $ 3,301,368 Buildings and improvements 12,827,627 Furniture, fixtures, and equipment 723,140 Vehicles 295,623 Computer software 198,486 Leased equipment 211,946 17,558,190 Accumulated depreciation (3,784,537) $ 13,773,653 Depreciation expense was approximately $561,000 for the year ended June 30, 2020. The Organization has several deed restrictions on certain properties constructed with government funding. The deed restrictions have different expirations ranging through 2027. In addition, these restrictions are recorded under net assets with donor restrictions until the restrictions are met. NOTE 9 PAYROLL PROTECTION PROGRAM GRANT During the year ended June 30, 2020, Leaf received funding in the amount of$4,707,800 under the Paycheck Protection Program (PPP). The PPP, established as part of the Coronavirus Aid, Relief, and Economic Security (CARES) Act, provides for funding to qualifying businesses for amount up to 2.5 times the average monthly payroll costs incurred during the year prior to the funding date of the qualifying business. The funded amount and accrued interest are forgivable after 24 weeks as long as Leaf uses the proceeds for eligible purposes, including payroll costs, interest on mortgage obligation, rent and utilities. The amount of the forgiveness will be reduced if Leaf reduced the number of employees or reduced salaries by more than 25% during the 24 week period beginning on the PPP funding origination date. Leaf has determined that the PPP funding represents a conditional contribution as they anticipate forgiveness of the majority of the amount received. Conditions to be met for recognition of this contribution include the incurring of eligible expenses as well as maintaining the full-time equivalent employee count. As of June 30, 2020, Leaf has partially met these conditions and has recorded contribution income relating to the PPP funding in the amount of $2,214,544. The remaining balance of $2,493,256 is included in deferred conditional contribution on the consolidated statement of financial position as of June 30, 2020, and will be recognized as contribution income when the remaining conditions are met. 33 56 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 10 LINES OF CREDIT Lines of credit consist of the following at June 30, 2020: $1,000,000 revolving line of credit that requires monthly interest payments on the outstanding balance at the prime rate plus 0.50%, subject to a floor of 4.00%. The interest rate as of June 30, 2020 was 5.00%. The line of credit is guaranteed by The PRE-HAB Foundation (the Foundation), an Arizona nonprofit corporation related through common management. This line of credit expires on August 26, 2020. This line of credit was paid off in August 2020 subsequent to year end and the line of credit was not renewed. $ 900,000 $50,000 revolving line of credit that requires monthly interest payments on the outstanding balance at the prime rate, 3.00% as of June 30, 2020. This line of credit expires on March 30, 2021. 19,070 $50,000 revolving line of credit that requires monthly interest payments on the outstanding balance at the prime rate, subject to a floor of 4.00% at June 30, 2020. The interest rate as of June 30, 2020 was 4.00%. This line of credit expires on February 2, 2021. 50,000 $225,000 and $177,379 revolving lines of credit. The lines of credit were used to provide loans to micro-enterprises through a CDBG funded Downtown Mesa business Development Loan Program. Currently, NEDCO is not allowed to draw more funds from this line of credit. 22,287 $ 991,357 34 57 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 11 LONG-TERM DEBT Long-term debt const of the following at June 30, 2020: Leaf: Subordinate note payable to Wells Fargo; maturing on May 21, 2021, due in 8 quarterly installment payments of principal and interest in the amount of $31,250 with final payment and accrued interest due at maturity. Interest of 5.00% per annum. $ 125,000 Note payable to Wells Fargo in the original principal amount of $1,924,000, due April 5, 2031. Interest rate of 3.85%, payable monthly. The first six months of the loan were interest only. As of June 30, 2020, monthly principal and interest payments of approximately $15,000 are due. The note is secured by property and equipment. 1,389,545 Mortgage payable to Wells Fargo; maturing on January 10, 2034 due in monthly installment payments of principal and interest in the amount of $1,694 with final payment and accrued interest due at maturity. Interest of 4.00% per annum. The note is secured by the property and is guaranteed by the PRE-HAB Foundation. 214,039 Note payable with annual interest installments of $50,000, at an interest rate of 5.00%. All unpaid principal and interest is due November 2022. The note is secured by real property. 55% of this note payable was funded by 2 board members of Leaf. 1,000,000 NEDCO: EQ2 note payable with RAZA Development originally for $300,000. Modified March 20, 2020 to a $125,000 commitment. Quarterly interest at 0.78% and matures June 30, 2021. This was modified December 30, 2020, subsequent to year end to a $100,000 commitment. 125,000 35 58 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 11 LONG-TERM DEBT (Continued) EQ2 unsecured note payable with Comerica Bank originating November 5, 2009 and maturing November 30, 2019 with interest rate of 3.00%. Interest waived from inception. All unpaid principal is due in full on the scheduled date of maturity. To be used to finance economic development and other community development projects. The note is in the process of being extended. 45,000 EQ2 unsecured note payable with Comerica Bank originating September 18, 2008 and maturing December 31, 2018 with interest of 3.00%. Interest waived from inception. All unpaid principal is due in full on the scheduled date of maturity. To be used to finance economic development and other community development projects. The note is in the process of being extended. 50,000 EQ2 unsecured note payable with Johnson Bank with interest rate of 3.00%, principal and accumulated interest due March 1, 2023. To be used to provide direct loans, subordinated loans, and lines of credit to new and existing companies primarily located in targeted redevelopment areas. 25,000 EQ2 unsecured note payable with National Bank of Arizona, interest due quarterly at 2.00%. All unpaid principal and interest is due in full on July 23, 2021. 50,000 EQ2 unsecured note payable with National Bank of Arizona, interest due quarterly at 2.00%. All unpaid principal and interest is due in full on December 31, 2024. 50,000 36 59 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 11 LONG-TERM DEBT (Continued) EQ2 unsecured note payable with National Bank of Arizona, interest due quarterly at 3.00%. All unpaid principal and interest is due in full on December 31, 2027. 50,000 Cottages: Loan payable to the City of Phoenix funded on January 23, 2012. The loan bears interest at 0.00% per annum for a term of 30 years so long as housing remains available for the purpose of providing support to chronic homeless with special needs. Upon completion of the 30-year term, the entire balance of the loan will be forgiven upon compliance with the terms and conditions of the loan. If compliance terms are not met, at the option of the City of Phoenix, an interest rate of 8.00% per annum may be charged on the outstanding loan balance. 1,300,000 Loan payable to the City of Mesa funded on May 9, 2012. The loan bears interest at 0.00% per annum for a term of 15 years so long as housing remains available for the purpose of providing support to chronic homeless with special needs. Upon completion of the 15-year term, the entire balance of the loan will be forgiven upon compliance with the terms and conditions of the loan. If compliance terms are not met, at the option of the City of Mesa, an interest rate of 5% per annum may be charged on the outstanding loan balance. 159,025 Loan payable to Magellan Health funded in November 2012. The loan bears interest at 0.00% per annum for a term of 25 years so long as housing remains available for the purpose of providing support to chronic homeless with special needs. Upon completion of the 25-year term, the entire balance of the loan will be forgiven upon compliance with the terms and conditions of the loan. 325,000 37 60 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 11 LONG-TERM DEBT (Continued) Loan payable to the City of Mesa funded on January 18, 2008. The loan bears interest at 0.00% per annum for a term of 15 years so long as housing remains available for low-income housing. Upon completion of the 15-year term, the entire balance of the loan will be forgiven upon compliance with the terms and conditions of the loan. If compliance terms are not met, at the option of the City of Mesa, an interest rate of 5.00% per annum may be charged on the outstanding loan balance. 145,000 5,052,609 Current portion (485,303) Long-term portion $ 4,567,306 Future minimum principal payments required on all long term debt as of June 30, 2020 are as follows: Years Ending June 30, 2021 $ 485,303 2022 190,793 2023 1,311,303 2024 141,835 2025 192,387 Thereafter 2,730,988 $ 5,052,609 NOTE 12 GUARANTEED LOAN OBLIGATION Leaf has guaranteed certain debt obligations totaling $668,678 as of June 30, 2020, for the PRE-HAB Foundation (the Foundation), an Arizona nonprofit corporation related through common management. The obligation bears an adjustable rate of interest and is payable in monthly installments by the Foundation through April 2022. Leaf does not anticipate default by the Foundation. Leaf's liability for these guarantees is presented as guaranteed loan obligations in the accompanying consolidated statement of financial position. Reduction of the liability due to repayment of the debts by the Foundation is recognized as contribution revenue in the accompanying consolidated statement of activities. 38 61 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 13 LEASES Capital Leases: The Organization leases equipment under various capital leases expiring at dates through March 2025. Future minimum payments are as follows: Years Ending June 30, 2021 $ 55,387 2022 45,055 2023 14,064 2024 14,063 2025 11,720 Total minimum lease payments 140,289 Less amounts representing interest (13,336) 126,953 Current portion (49,583) Long-term portion $ 77,370 Equipment leased under these capital lease agreements had a total cost of approximately $212,000 and total accumulated depreciation of approximately $91,000 as of June 30, 2020. Operating Leases: The Organization has entered into various operating leases for office space with affiliated and unaffiliated organizations that expire at various times through June 2021. Approximate minimum future rental payments under these operating leases are as follows: Years Ending June 30, 2021 $ 309,000 Rent expense was approximately $1,498,000 for the year ended June 30, 2020, which includes in-kind rent of approximately $490,000. The Organization leases a portion of their office space and property to affiliated and unaffiliated organizations that expire at various times through June 2056. 39 62 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 14 ENDOWMENT FUND The endowment fund consists of donations restricted in perpetuity by the donors which are included in net assets with donor restrictions on the accompanying consolidated statement of financial position. Endowment net asset composition as of June 30, 2020 is as follows: Total Without Donor With Donor Endowment Restrictions Restrictions Funds Original corpus $ - $ 1,440,329 $ 1,440,329 Accumulated investment earnings - 140,213 140,213 $ - $ 1,580,542 $ 1,580,542 Changes in the endowment fund for the year ended June 30, 2020 are as follows: Total Without Donor With Donor Endowment Restrictions Restrictions Funds Balance, June 30, 2019 $ - $ 1,475,430 $ 1,475,430 Promise to give allowance adjustment - 2,631 2,631 Earnings on internal borrowings - 69,464 69,464 Interest and dividend income - 12,814 12,814 Realized gains - 27,892 27,892 Unrealized loss - (4,177) (4,177) Fees - (3,512) (3,512) Amounts appropriated for expenditure - - - Balance, June 30, 2020 $ - $ 1,580,542 $ 1,580,542 40 63 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 15 NET ASSETS WITH DONOR RESTRICTIONS Net assets with donor restrictions at June 30, 2020 consist of: Purpose restricted: La Mesita program services $ 590,292 Shelter services 31,628 VITA program 58,961 Autumn house 81,792 Time and purpose restricted: West valley community behavioral health center physical improvements program 200,000 East valley men's shelter 759,000 Phoenix Day programs 87,890 La Mesita Phase 2 2,205,000 IDA program 921,610 Pledges, net 617,032 La Mesita endowment earnings 140,213 Time restricted: La Mesita endowment 1,440,329 Beneficial interest in perpetual trust - The New Foundation 227,937 Total net assets with donor restrictions $ 7,361,684 41 64 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 16 IN-KIND DONATIONS AND RENT The Organization received donated professional services and materials as follows during the year ended June 30, 2020: Management and Program General Fundraising Total Rent $ 279,477 $ 26,042 $ - $ 305,519 Professional fees 147,115 - 3,948 151,063 Clothing and household goods 622,821 - - 622,821 Food 278,095 - 39,454 317,549 Supplies 14,610 - 51,517 66,127 Entrance fees 4,274 - 2,288 6,562 Client assistance 3,110 - - 3,110 Total $ 1,349,502 $ 26,042 $ 97,207 $ 1,472,751 NOTE 17 RETIREMENT PLANS The Organization sponsors a 401(k) retirement plan (the Plan) for the benefit of its eligible employees. Under the terms of the Plan, employees who have attained the age of 21 and completed one year of service can make voluntarily contributions, subject to Internal Revenue Service limitations. As of January 1, 2014, the Organization implemented a Safe Harbor Provision into their Plan. Employees qualifying for the Plan and working a minimum of one thousand hours are eligible for the Safe Harbor Provision. Employer contributions to the Plan are discretionary and require board approval. The Organization matches employee contributions up to 50% of the first 4% of deferrals, and vest at a graduated rate over 4 years of employment. The Organization made employer contributions of approximately $150,000 during the year ended June 30, 2020. The Organization also has a deferred compensation plan for the benefit of certain eligible employees, which qualifies under Section 457(B) of the Internal Revenue Code. The Organization holds investments for the sole purpose of funding deferred compensation liabilities. According to the terms of the deferred compensation agreement, all earnings or losses on the deferred compensation amounts to be invested will be allocated directly to the participants in the plan and are recorded to the deferred compensation liability. The deferred compensation plan assets in the amount of $245,711 as of June 30, 2020, are included in investments on the consolidated statement of financial position. During the year ended June 30, 2020, the Organization made employer contributions to the deferred compensation plan of approximately $4,000. 42 65 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 18 TRANSACTIONS WITH AFFILIATES Leaf owns a limited partnership investment in Prospect Park 1, LP (the Park), an affordable housing establishment. Investment in affiliate was $1,401,936 as of June 30, 2020. During the year ended June 30, 2014, Leaf also provided the Park with $100,000 for repayment of debt to third parties. Further, Leaf has funded certain other operating expenses of the Park. Amounts owed to Leaf are presented as amounts due from affiliates in the accompanying consolidated statement of financial position in the amount of $11,346 for the year ended June 30, 2020. In addition, Leaf leases space from the Park. In lieu of making monthly rent payments, Leaf reduces the due from affiliate balance by the monthly commercial rent expense due. Rent expense to the Park was approximately $19,000 during the year ended June 30, 2020. Leaf has several transactions with the Foundation. Leaf guarantees debt for the Foundation as disclosed in Note 12. The Foundation receives rent from Leaf that reflects fair market rent rates, reimburses Leaf for management and support service costs, and pays donations to Leaf. The following are the transactions with the Foundation for the year ended June 30, 2020: Rent paid to the Foundation $ 822,058 Reimbursement for management and support service costs paid to Leaf $ 317,028 Donations paid to Leaf from bingo operations $ 248,500 Amounts owed to Leaf are presented as amounts due from affiliates in the accompanying consolidated statement of financial position in the amount of $332,573 for the year ended June 30, 2020. La Mesita Apartments Phase 3 LP owes Leaf for advances of construction development, and operating expenses in the amount of $82,306 as of June 30, 2020. La Mesita Apartments LP owes Leaf for operating expenses in the amount of $166,198 as of June 30, 2020. These amounts are included as due from affiliates on the accompanying consolidated statement of financial position. In addition, La Mesita Apartments LP has one outstanding noninterest bearing note payable and La Mesita Apartments Phase 3 LP has two outstanding noninterest bearing notes payable due to Leaf as of June 30, 2020. These notes are included as notes receivable, related parties on the accompanying consolidated statement of financial position. 43 66 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 18 TRANSACTIONS WITH AFFILIATES (Continued) Notes receivable, related parties are as follows as of June 30, 2020: Note receivable - La Mesita Apartments, LP due December 2043 $ 800,000 Note receivable - La Mesita Apartments Phase 3, LP for construction costs due December 2047 303,959 Note receivable - La Mesita Apartments Phase 3, LP due April 2047 300,000 Total 1,403,959 Less discount to net present value (at rates of 1.75% to 3.27%) (390,065) Notes receivable, related parties, net $ 1,013,894 Certain members of the board of directors of the Organization have pledged or contributed donations in the amount of$14,500 during the year ended June 30, 2020. Promises to give from members of the board was $1,000 as of June 30, 2020. MesaCAN leases a facility from the Foundation, an organization related through common management. Total rent paid to the Foundation was approximately $72,000 for the year ended June 30, 2020. NOTE 19 CONTINGENCIES The Organization participates in a number of federal and state-assisted grant and contract programs which are subject to financial and compliance audits. Accordingly, the Organization's compliance with applicable grant or contract requirements may be determined at some future date. The amount, if any, of expenditures or fees for units of service which may be disallowed by the granting or contracting agencies cannot be determined at this time, although the Organization's management expects such amounts, if any, to be immaterial. On January 30, 2020, the World Health Organization ("WHO") announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the "COVID-19 outbreak") and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. 44 67 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 19 CONTINGENCIES (Continued) The full impact of the COVID-19 outbreak continues to evolve as the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Organization's financial condition, liquidity, and future results of operations. Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Due to COVID-19, MesaCAN has had to temporarily close their bingo operations beginning in March 2020 and began to gradually reopen bingo operations beginning in September 2020. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Organization is not able to estimate the effect of the COVID-19 outbreak on its results of operations, financial condition or liquidity for fiscal year 2021. NOTE 20 SUBSEQUENT EVENTS Subsequent to year-end, the Organization paid a $1,000,000 promissory note in full that was originally due November 2022. Subsequent to year-end, the Organization sold property located at 1200 North 77t" Street, Scottsdale, Arizona in the amount of$5,500,000 for a gain of$1,590,046. Subsequent to year-end, the Organization received a contract through the City of Mesa under the Coronavirus Aid, Relief, and Economic Security (CARES) Act in the amount of $8,000,000. The contract is for the period July 1, 2020 through December 31, 2020, and the funds are to be used to help provide utility assistance for residents of Mesa, Arizona that have been negatively affected by COVID-19. NOTE 21 NEW ACCOUNTING PRONOUNCEMENTS The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. For nonpublic companies, this standard must be adopted for annual reporting periods beginning after December 15, 2019. The standard's core principle is that an organization will recognize revenue when it transfers promises goods or services to customers in an amount that reflects the consideration to which the organization expects to be entitled in exchange for those goods or services. This standard also includes expanded disclosure requirements that result in an organization providing users of financial statements with comprehensive information about the nature, timing, and uncertainty of revenue and cash flows arising from the organization's contracts with customers. Management is currently in the process of evaluating the impact of this ASU on the consolidated financial statements. 45 68 A NEW LEAF, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended June 30, 2020 NOTE 21 NEW ACCOUNTING PRONOUNCEMENTS (Continued) The FASB has issued ASU No. 2016-02, Leases. For nonpublic companies, the standard must be adopted for annual reporting periods beginning after December 15, 2021. The standard's core principle is the recognition of lease assets and lease liabilities by lessees for substantially all leases, including those currently classified as operating leases. Under the ASU, a lessee will be required to recognize assets and liabilities for operating and finance leases with terms of more than 12 months. Management is currently in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements. 46 69 A NEW LEAF, INC. AND AFFILIATES SUPPLEMENTARY SCHEDULES 70 A NEW LEAF, INC. AND AFFILIATES CONSOLIDATING STATEMENT OF FINANCIAL POSITION June 30, 2020 A New The New A New Leaf Leaf, Inc. Phoenix Day Foundation NEDCO MesaCAN Cottages Eliminations Total ASSETS CURRENT ASSETS Cash and cash equivalents $ 4,636,916 $ $ 142,671 $ 69,146 $ 334,136 $ 150,825 $ $ 5,333,694 Restricted cash-deposits and funded reserves 77,594 - - - 252,353 329,947 Restricted cash-designated for direct loan fund - 119,011 - - 119,011 Restricted cash-Individual Development Accounts(IDA) - - - 1,009,603 - 1,009,603 Accounts receivable,net of allowance for uncollectible accounts of$766,577 2,238,000 17,662 11,865 433,366 1,533 2,702,426 Promises to give,net 520,313 - - - - 520,313 Prepaid expenses 231,542 415 - 6,440 1,939 240,336 Loans receivable,current portion,net - - 47,939 - - 47,939 Due from affiliates 3,045,653 - - - - (2,464,676) 580,977 TOTAL CURRENT ASSETS 10,750,018 160,748 247,961 1,783,545 406,650 (2,464,676) 10,884,246 NON-CURRENT ASSETS Loans receivable,net of current portion - - 115,350 - - 115,350 Notes receivable, related parties,net 1,013,894 - - 1,013,894 Deposits 345,098 3,549 348,647 Investments 105,914 - 105,914 Investments held for deferred compensation plan 245,711 245,711 Investment in affiliate 1,401,936 - 1,401,936 Investment in subsidiaries (1,898,299) - - 1,898,299 - Property and equipment,net 10,431,251 1,806,277 1,536,125 - 13,773,653 Beneficial interest in perpetual trust - 227,937 - 227,937 Assets Restricted for Long-Term Purposes-Endowment: Cash 37,723 - 37,723 Investments 1,513,282 1,513,282 Promises to give,net 29,537 - - - - 29,537 TOTAL NON-CURRENT ASSETS 13,226,047 2,034,214 115,350 - 1,539,674 1,898,299 18,813,584 TOTAL ASSETS $ 23,976,065 $ $ 2,194,962 $ 363,311 $ 1,783,545 $ 1,946,324 $ (566,377) $ 29,697,830 48 71 A NEW LEAF, INC. AND AFFILIATES CONSOLIDATING STATEMENT OF FINANCIAL POSITION (Continued) June 30, 2020 A New The New A New Leaf Leaf, Inc. Phoenix Day Foundation NEDCO MesaCAN Cottages Eliminations Total LIABILITIES AND NET ASSETS CURRENT LIABILITIES Accounts payable $ 300,668 $ $ 849 $ 20,234 $ 164,050 $ - $ $ 485,801 Accrued expenses 1,188,805 359 6,787 39,227 15,803 1,250,981 Due to affiliates 20,397 2,119,067 122,839 202,172 201 (2,464,676) - Deferred revenue 1,115,888 584,736 - 320,529 - 2,021,153 Deferred conditional contribution(PPP) 2,493,256 - - - 2,493,256 Lines of credit 900,000 - 91,357 991,357 Notes payable,current portion 137,036 128,267 220,000 485,303 Capital leases,current portion 49,583 - - - - 49,583 TOTAL CURRENT LIABILITIES 6,205,633 2,833,278 461,217 725,978 16,004 (2,464,676) 7,777,434 NON-CURRENT LIABILITIES Tenant security deposits 6,050 - - - - 6,050 Accrued deferred compensation 245,711 - - - 245,711 Notes payable,net of current portion 1,202,003 1,261,278 175,000 1,929,025 4,567,306 Capital leases,net of current portion 77,370 - - - 77,370 Guaranteed loan obligation 17,348 - - - 17,348 TOTAL NON-CURRENT LIABILITIES 1,548,482 1,261,278 175,000 - 1,929,025 4,913,785 TOTAL LIABILITIES 7,754,115 4,094,556 636,217 725,978 1,945,029 (2,464,676) 12,691,219 NET ASSETS Without donor restrictions 9,781,876 (2,127,531) (272,906) 135,957 1,295 2,126,236 9,644,927 With donor restrictions 6,440,074 227,937 921,610 - (227,937) 7,361,684 TOTAL NET ASSETS 16,221,950 (1,899,594) (272,906) 1,057,567 1,295 1,898,299 17,006,611 TOTAL LIABILITIES AND NET ASSETS $ 23,976,065 $ $ 2,194,962 $ 363,311 $ 1,783,545 $ 1,946,324 $ (566,377) $ 29,697,830 49 72 A NEW LEAF, INC. AND AFFILIATES CONSOLIDATING STATEMENT OF ACTIVITIES Year Ended June 30, 2020 A New The New A New Leaf Leaf, Inc. Phoenix Day Foundation NEDCO MesaCAN Cottages Eliminations Total REVENUE AND SUPPORT Contract revenue $ 13,992,821 $ 447,251 $ 242,660 $ 157,129 $ 2,667,652 $ $ $ 17,507,513 Behavioral health revenue 7,581,525 - 1,401,301 - - 8,982,826 Payroll protection program government grant 2,214,544 - - - - 2,214,544 Contributions 6,199,600 809,777 6,595 15,553 27,928 1,248 (800,118) 6,260,583 In-kind donations and rent 1,472,171 560 20 - - - 1,472,751 Client fees 113,850 393,489 - - 507,339 Rental income 298,782 - 95,291 - - 184,008 (86,412) 491,669 Investment return 19,651 - 8,247 39,276 158 2,112 69,444 Other income 246,147 259 1,259 244 5,543 7,575 261,027 32,139,091 1,651,336 1,755,373 212,202 2,701,281 194,943 (886,530) 37,767,696 Bingo revenue - - - - 986,308 - 986,308 Cost of goods sold (589,513) (589,513) - 396,795 396,795 Special events income 87,176 - 87,176 Direct benefit to donors (66,191) (66,191) 20,985 - - - - 20,985 TOTAL REVENUE AND SUPPORT 32,160,076 1,651,336 1,755,373 212,202 3,098,076 194,943 (886,530) 38,185,476 EXPENSES Program services 25,821,175 1,013,825 1,937,587 399,896 2,643,376 166,105 (86,412) 31,895,552 Bingo games - - - - 429,361 - (200,500) 228,861 Management and general 4,236,359 412,125 755,741 24,408 97,136 21,606 (599,618) 4,947,757 Fundraising 1,384,557 - - - 4,294 - 1,388,851 TOTAL EXPENSES 31,442,091 1,425,950 2,693,328 424,304 3,174,167 187,711 (886,530) 38,461,021 OTHER INCOME(EXPENSE) Gain(loss)on investment in subsidiaries (930,723) - - - - - 930,723 - Transfer from(to)affiliate (108,230) 108,230 - TOTAL OTHER INCOME(EXPENSE) (1,038,953) 108,230 - 930,723 CHANGE IN NET ASSETS (320,968) 333,616 (937,955) (212,102) (76,091) 7,232 930,723 (275,545) NET ASSETS AT BEGINNING OF YEAR 16,542,918 (333,616) (961,639) (60,804) 1,133,658 (5,937) 967,576 17,282,156 NET ASSETS AT END OF YEAR $ 16,221,950 $ - $ (1,899,594) $ (272,906) $ 1,057,567 $ 1,295 $ 1,898,299 $ 17,006,611 50 73 A NEW LEAF, INC. STATEMENT OF CASH FLOWS Year Ended June 30, 2020 CASH FLOWS FROM OPERATING ACTIVITIES Change in net assets $ (320,968) Adjustments to reconcile change in net assets to net cash provided by (used in) operating activities: Depreciation 330,764 Provision for uncollectible promises to give (4,954) Amortization of discount on promises to give (2,892) Amortization of discount on notes receivable (13,128) Bad debt provision for accounts receivable 62,316 In-kind rent receivable 184,539 Realized and unrealized (gain)/loss on investments (28,083) Net loss on investment in affiliate 45 Net loss on investment in subsidiaries 930,723 Net change in guaranteed loan obligation (19,559) (Increase) decrease in: Accounts receivable 50,088 Promises to give 253,101 Due from affiliates (220,613) Prepaid expenses 23,169 Deposits (194,756) Increase (decrease) in: Accounts payable (447,137) Accrued expenses (44,196) Due to affiliates 16,647 Deferred revenue 494,998 Deferred conditional contribution (PPP) 2,493,256 NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 3,543,360 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (340,337) Purchases of investments (1,559,962) Proceeds from sale of investments 566,817 NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (1,333,482) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt 1,000,000 Principal payments on long-term debt (173,641) Payments on capital leases (39,558) Payments on lines of credit (100,000) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 686,801 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,896,679 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 1,855,554 CASH AND CASH EQUIVALENTS, END OF YEAR $ 4,752,233 51 74 A NEW LEAF, INC. STATEMENT OF CASH FLOWS (Continued) Year Ended June 30, 2020 RECONCILIATION TO STATEMENT OF FINANCIAL POSITION Cash and cash equivalents $ 4,636,916 Restricted cash - deposits and funded reserves 77,594 Restricted cash - Endowment 37,723 $ 4,752,233 SUPPLEMENTAL CASH FLOW DISCLOSURES: Noncash investing and financing transactions: Equipment financed through capital lease $ 58,695 Investment return on deferred compensation investments $ 4,876 Employee withdrawal on deferred compensation investments $ 116,250 Interest paid $ 124,482 52 75 A NEW LEAF, INC. SCHEDULE OF ACCOUNTS RECEIVABLE AND DEFERRED REVENUE Year Ended June 30, 2020 Direct Mercy Maricopa Indirect Other Total ACCOUNTS RECEIVABLE Other (HCTC - Not Block) $ - $ - $ 2,237,999 $ 2,237,999 DEFERRED REVENUE TXIX CMDP (CY19) $ 438,835 $ - $ - $ 438,835 TXIX CMDP (CY20) (15,268) - - (15,268) NT - Other (CY20) (22,097) - - (22,097) Other (CY19) 143,200 - - 143,200 Other (CY20) 186,486 - - 186,486 Other - - 384,732 384,732 Total Deferred Revenue $ 731,156 $ - $ 384,732 $ 1,115,888 53 76 A NEW LEAF, INC. SCHEDULE OF REVENUES AND EXPENSES Year Ended June 30, 2020 Direct Mercy Maricopa Contract Physical Health Services Parents and Children Teaming Qualified Other Together Service Hospital Subtotal Non-Mercy (PACTT) MMWIA Provider Inpatient Other Mercy Maricopa Maricopa Indirect Total REVENUE Mercy Maricopa revenue $ 654,428 $ 642,336 $ - $ 399,679 $ 1,696,443 $ - $ - $ 1,696,443 Other revenue 940,531 4,463,932 - 357,472 5,761,935 - 24,701,697 30,463,632 Close-out prior year contracts - - - - - - - - TOTAL REVENUE 1,594,959 5,106,268 - 757,151 7,458,378 - 24,701,697 32,160,075 EXPENSES Clinical Services: Salaries 752,002 3,789,164 - 170,909 4,712,075 - - 4,712,075 Employee related 168,011 715,404 - 39,797 923,212 - - 923,212 920,013 4,504,568 - 210,706 5,635,287 - - 5,635,287 Operations 38,720 255,240 - 397,496 691,456 - - 691,456 Quality/claims information 78,877 377,804 - 40,087 496,768 - - 496,768 Temp/contract labor - - - - - - - - Professional outside services 55,906 353,914 - 37,197 447,017 - - 447,017 Travel/transportation 28,360 46,788 - 6,981 82,129 - - 82,129 Facility/occupancy 87,837 506,885 - 23,354 618,076 - - 618,076 Depreciation 2,973 36,358 - 784 40,115 - - 40,115 All other clinical services - - - - - - - - Total Clinical Services 1,212,686 6,081,557 - 716,605 8,010,848 - - 8,010,848 Interpretive services (external) - 1,782 - - 1,782 - - 1,782 Administrative: Depreciaiton - - - - - - 290,649 290,649 All other indirect expenses 253,234 940,236 - 28,403 1,221,873 - 22,955,891 24,177,764 Total administrative 253,234 940,236 - 28,403 1,221,873 - 23,246,540 24,468,413 TOTAL EXPENSES 1,465,920 7,023,575 - 745,008 9,234,503 - 23,246,540 32,481,043 CHANGE IN NET ASSETS $ 129,039 $ (1,917,307) $ - $ 12,143 $ (1,776,125) $ - $ 1,455,157 $ (320,968) 54 77 • A NEW LEAF, INC. AND AFFILIATES Mesa, Arizona SINGLE AUDIT REPORTS Year Ended June 30, 2020 y Henr Horne � 78 A NEW LEAF, INC. AND AFFILIATES TABLE OF CONTENTS INDEPENDENT AUDITORS' REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF CONSOLIDATED FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS 1 INDEPENDENT AUDITORS' REPORT ON COMPLIANCE FOR EACH MAJOR PROGRAM AND ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE 3 Schedule of Expenditures of Federal Awards 5 Notes to Schedule of Expenditures of Federal Awards 7 Schedule of Findings and Questioned Costs 8 79 ' Henry+ Horne Offering You More INDEPENDENT AUDITORS' REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF CONSOLIDATED FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS To the Board of Directors A New Leaf, Inc. and Affiliates Mesa, Arizona We have audited, in accordance with auditing standards generally accepted in the United States of America and the standards applicable to the financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the consolidated financial statements of A New Leaf, Inc. and Affiliates (a nonprofit corporation), which comprise the consolidated statement of financial position as of June 30, 2020, and the related consolidated statements of activities, functional expenses and cash flows for the year then ended, and the related notes to the consolidated financial statements, and have issued our report thereon dated March 4, 2021. Internal Control Over Financial Reporting In planning and performing our audit of the consolidated financial statements, we considered A New Leaf, Inc. and Affiliate's internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the consolidated financial statements, but not for the purpose of expressing an opinion on the effectiveness of A New Leaf, Inc. and Affiliate's internal control. Accordingly, we do not express an opinion on the effectiveness of A New Leaf, Inc. and Affiliate's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements, on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's consolidated financial statements will not be prevented or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or, significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Tempe$a Scottsdale • Casa Grande I www.hhcpa.com Compliance and Other Matters As part of obtaining reasonable assurance about whether A New Leaf, Inc. and Affiliate's consolidated financial statements are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the consolidated financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of non-compliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. 't l l'a ,a/ UI Tempe, Arizona March 4, 2021 2 81 Henry Horne Offering You More INDEPENDENT AUDITORS' REPORT ON COMPLIANCE FOR EACH MAJOR PROGRAM AND ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE Board of Directors A New Leaf, Inc. Mesa, Arizona Report on Compliance for Each Major Federal Program We have audited A New Leaf, Inc.'s compliance with the types of compliance requirements described in the OMB Compliance Supplement that could have a direct and material effect on each of A New Leaf, Inc.'s major federal programs for the year ended June 30, 2020. A New Leaf, Inc.'s major federal programs are identified in the summary of auditor's results section of the accompanying schedule of findings and questioned costs. Management's Responsibility Management is responsible for compliance with the requirements of laws, regulations, contracts, and grants applicable to its federal programs. Auditors' Responsibility Our responsibility is to express an opinion on compliance for each of A New Leaf, Inc.'s major federal programs based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Those standards and the Uniform Guidance require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about A New Leaf, Inc.'s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal program. However, our audit does not provide a legal determination of A New Leaf, Inc.'s compliance. Tempe82 Scottsdale Casa Grande www.hhcpa.com Opinion on Each Major Federal Program In our opinion, A New Leaf, Inc. complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended June 30, 2020. Report on Internal Control Over Compliance Management of A New Leaf, Inc. is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered A New Leaf, Inc.'s internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of A New Leaf, Inc.'s internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. �Xn-t Tempe, Arizona March 4, 2021 4 83 A NEW LEAF, INC. SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS Year Ended June 30, 2020 Federal CFDA Grantor's Federal Federal Grantor/Pass-Through Grantor/Program Number Number Expenditures U.S.DEPARTMENT OF HEALTH AND HUMAN SERVICES: Direct Programs: Unaccompanied Alien Children Program 93.676 90ZU0197-03 $ 1,461,371 * Unaccompanied Alien Children Program 93.676 90ZU0251-01 /90ZU0251-02 2,156,189 * Unaccompanied Alien Children Program 93.676 90ZU0284-01 1,323,870 * 4,941,430 Passed through Arizona Department of Health Services Family Violence Prevention and Services/Domestic Violence Shelter&Supportive Services 93.671 ADHS17-185604 38,957 Passed through Arizona Department of Economic Security Temporary Assistance for Needy Families 93.558 ADES18-206225 265,280 Temporary Assistance for Needy Families 93.558 ADES17-178641 319,820 585,100 Social Services Block Grant 93.667 ADES18-206225 81,270 Social Services Block Grant 93.667 ADES17-178641 124,883 206,153 791,253 Passed through Mercy Maricopa Integrated Care Block Grant for Community Mental Health Services 93.958 N/A 13,518 Total U.S.Department of Health and Human Services 5,785,158 U.S.DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT Direct Programs: Continuum of Care 14.267 AZ0191 L9T021801 205,442 CDBG Entitlement Grants Cluster: Passed through City of Mesa Community Development Block Grant/Entitlement Grants 14.218 20000002 34,785 Community Development Block Grant/Entitlement Grants 14.218 F360-14000076 2,205,000 Community Development Block Grant/Entitlement Grants 14.218 20000001 85,000 Passed through City of Glendale Community Development Block Grant/Entitlement Grants 14.218 N/A 15,000 Passed through Maricopa County Community Development Block Grant/Entitlement Grants 14.218 C-22-18-006-3-01 18,000 2,357,785 Passed through City of Mesa Emergency Solutions Grant 14.231 20000016 161,659 Passed through City of Glendale Emergency Solutions Grant 14.231 N/A 15,000 Emergency Solutions Grant 14.231 N/A 24,847 Passed through Maricopa County Emergency Solutions Grant 14.231 C-22-18-006-3-01 90,000 Passed through Arizona Department of Economic Security Emergency Solutions Grant 14.231 ADES18-206225 58,190 349,696 Total U.S.Department of Housing and Urban Development 2,912,923 5 84 A NEW LEAF, INC. SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS (Continued) Year Ended June 30, 2020 Federal CFDA Grantor's Federal Federal Grantor/Pass-Through Grantor/Program Number Number txpenditures U.S.DEPARTMENT OF JUSTICE Passed through Arizona Department of Public Safety Crime Victim Assistance 16.575 2017-VA-GX-0046/2018-200 53,269 Crime Victim Assistance 16.575 2018-V2-GX-0012/2018-200 127,256 Crime Victim Assistance 16.575 2017-VA-GX-0046/2018-204 19,424 Crime Victim Assistance 16.575 2018-V2-GX-0012/2018-204 65,052 Crime Victim Assistance 16.575 2017-VA-GX-0046/2018-201 38,051 Crime Victim Assistance 16.575 2018-V2-GX-0012/2018-201 161,809 Crime Victim Assistance 16.575 2017-VA-GX-0046/2018-202 64,927 Crime Victim Assistance 16.575 2018-V2-GX-0012/2018-202 237,412 Total U.S.Department of Justice 767,200 U.S.DEPARTMENT OF AGRICULTURE Passed through Arizona Department of Education National School Lunch Program 10.555 ED-09-0001 83,661 Child and Adult Care Food Program 10.558 KR02-1170-ALS 17,308 Child and Adult Care Food Program 10.558 KR02-1170-ALS 67,210 84,518 Total U.S.Department of Agriculture 168,179 U.S.DEPARTMENT OF HOMELAND SECURITY Passed through WHEAT Emergency Food and Shelter National Board Program 97.024 Supplemental 355,640 Emergency Food and Shelter National Board Program 97.024 EFSP Phase 36-LRO#0256-00-083 85,000 Total U.S.Department of Homeland Security 440,640 U.S.DEPARTMENT OF TREASURY Passed through Arizona Community Action Association Volunteer Income Tax Assistance(VITA)Matching Grant Program 21.009 19-VITA-0027 35,503 Total U.S.Department of Treasury 35,503 U.S.DEPARTMENT OF LABOR Passed through City of Phoenix Workforce Investment Act-Adult Activities 17.258 144989 56,035 Total U.S.Department of Labor 56,035 U.S.DEPARTMENT OF SMALL BUSINESS ADMINISTRATION Direct Programs: Veterans Outreach Center Program(VBOC) 59.044 SBAHQ19VO021 222,438 Veterans Outreach Center Program(VBOC) 59.044 SBAAOVVB200008-01-00 34,024 Total U.S.Department of Small Business Administration 256,461 TOTAL EXPENDITURES OF FEDERAL AWARDS $ 10,422,099 Denotes major program 6 85 A NEW LEAF, INC. NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS Year Ended June 30, 2020 NOTE 1 BASIS OF PRESENTATION The accompanying Schedule of Expenditures of Federal Awards includes the federal grant activity of A New Leaf, Inc. under programs of the federal government for the year ended June 30, 2020. The information in this schedule is presented in accordance with requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Because the Schedule presents only a selected portion of the operations of A New Leaf, Inc., it is not intended to and does not present the financial position, changes in net position, or cash flows of A New Leaf, Inc. The accompanying schedule of expenditures of federal awards does not include the federal grant activity of Mesa Community Action Network, Incorporated (MesaCAN) and A New Leaf Cottages, Inc., because those federal amounts ($2,014,075 and $1,604,025, respectively) are audited and reported in separate audit reports. NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A) Expenditures reported on the Schedule are reported on the accrual basis of accounting. Such expenditures are recognized following the cost principles contained in the Uniform Guidance and/or Circular A-122, Cost Principles for Non-Profit Organizations, wherein certain types of expenditures are not allowable or are limited as to reimbursement. B) A New Leaf, Inc. has elected to use a 10% de minimus cost rate as allowed under the Uniform Guidance. NOTE 3 LOAN PROGRAMS Expenditures reported in this schedule consist of the beginning of the year outstanding loan balances plus advances made on the loans during the year. The outstanding balance at June 30, 2020 was $2,205,000. 7 86 A NEW LEAF, INC. SCHEDULE OF FINDINGS AND QUESTIONED COSTS Year Ended June 30, 2020 SECTION I — SUMMARY OF AUDITORS' RESULTS Financial Statements Type of auditors' report issued: Unmodified Internal control over financial reporting: • Material weakness(es) identified? _yes X no • Significant deficiency(ies) identified that are not considered to be a material weakness(es)? yes X none reported Noncompliance material to financial statements noted? _yes X no Federal Awards Internal control over major programs: • Material weakness(es) identified? _yes X no • Significant deficiency(ies) identified that are not considered to be a material weakness(es)? _yes X none reported Type of auditors' report issued on compliance for each major program listed below Unmodified Any audit findings disclosed that are required to be reported in accordance with 2 CFR section 200.516(a)? yes X no Identification of major programs: CFDA Numbers Name of Federal Program or Cluster 93.676 Unaccompanied Alien Children Program Dollar threshold used to distinguish between Type A and Type B programs: 750 000 Auditee qualified as low-risk auditee? X yes _ no 8 87 A NEW LEAF, INC. SCHEDULE OF FINDINGS AND QUESTIONED COSTS Year Ended June 30, 2020 SECTION II — FINDINGS RELATED TO FINANCIAL STATEMENTS REPORTED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS None Noted SECTION III — FINDINGS AND QUESTIONED COSTS RELATED TO FEDERAL AWARDS None Noted 9 88 anew leaf HOUSING•HEALTH•COMMUNITY SERVICES FY2022 Agency Sources of Funding A New Leaf, Inc. (July 1, 2021—June 30, 2022) Contributions $3,292,362.00 Private Grants $2,604,080.00 Government Grants $16,692,325.00 Indirect Contributions $450,000.00 Contract Revenue $2,516,040.00 Special Events $485,000.00 Clinical Operations $8,361,598.00 United Way $618,435.00 Miscellaneous $1,571,473.00 TOTAL REVENUE $36,591,313.00 FY 2022 Program Sources of Funding DV/SV Services at CAAFA Location (July 1, 2021- June 30, 2022) AZ Department of Economic Security $383,041 AZ Department of Public Safety (VOCA) $639,207 AZ Department of Health Services $175,000 Governor's Office of Youth, Faith, and Family $88,000 EFSP (pending) $30,000 Foundation & Corporate Grants $60,000 In-Kind $25,000 Contributions & Donations $44,500 TOTAL $1,444,748 89 868 E. University Drive,Mesa,AZ 85203-8033 * Serving the community since 1971 * Joint Commission Accredited FY 2021 Client Services Services provided during FY21 include: • Number of food boxes distributed: 771 • Number of people / households served:1002 / 458 • Number of low-income people served: 100% • # of bed nights spent at Shelter: 2,863 • # of nights spent at Emergency Motel: 61 • Legal Advocacy sessions: 1,151 • Sexual Violence Advocacy sessions: 291 • Crisis Line calls: 68 • Emergency Financial Assistant: 242 Number of DV individuals estimated served in 2021: Total Individuals Served CY2021 = 437 Total Pinal Co. Individuals = 157 Total Apache Junction Individuals = 49 In FY21, CAAFA served 49 Apache Junction residents: - Shelter and Basic Needs (13 residents) - Case Management and other services (189 hours) 90 at)�'�'Cy`, j C Dr�artnmit of'the Treasury IRS Internal Revenue Service In reply refer to : 0248164799 CINCINNATI OH 45999-0038 Sep . 19 , 2019 LTR 6168C 0 86-0256667 000000 00 ® 00010959 BODC: TE A NEW LEAF INC DBA A NEW LEAF INC 868 E UNIVERSITY DR MESA AZ 85203 017166 Employer ID number : 86-0256667 Form 990 required : YES Dear Taxpayer : We ' re responding to your request dated Sep . 10 , 2019, about your tax-exempt status . We issued you a determination letter in December 1972 , 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 . , 91 0248164799 Sep . 19, 2019 LTR 4168C 0 86-0256667 000000 00 00010960 L' A NEW LEAF INC DBA A NEW LEAF INC 868 E UNIVERSITY DR MESA AZ 85203 local time , Monday through Friday (Alaska and Hawaii follow Pacific time) . Thank you for your cooperation . Sincerely yours , /'R ka-zc� Kim A . Billups , Operations Manager Accounts Management Operations 1 92 Sig1�S r7Q�'IjJ D nt thy TDCInternal Revenue Set-vice CINCINNATI OH 45999-0038 ■ 017166.185385.124161.6963 1 AB 0.412 530 ...Nui++... +++�i�+i���i�+��i+i++�+I++i+i�++ A NEW LEAF INC DBA A NEW LEAF INC nc� 868 E UNIVERSITY DR MESA AZ 85203 017166 CUT OUT AND RETURN THE VOUCHER IMMEDIATELY BELOW IF YOU ONLY HAVE AN INQUIRY. DO NOT USE IF YOU ARE MAKING A PAYMENT. CUT OUT AND RETURN THE VOUCHER AT THE BOTTOM OF THIS PAGE IF YOU ARE MAKING A PAYMENT, Q EVEN IF YOU ALSO HAVE AN INQUIRY. The IRS address must appear in the window. Use for inquiries only 0248164799 Letter Number: LTR4168C BODCD-TE Letter Date 2019-09-19 Tax Period 000000 III I I III II I III( IIIIII II II III *860256667* A NEW LEAF INC INTERNAL REVENUE SERVICE DBA A NEW LEAF INC 868 E UNIVERSITY DR CINCINNATI OH 45999-0038 MESA AZ 85203 860256667 CO ANEW 00 2 000000 L70 00000000000 The IRS address must appear in the window. Use 'for payments 0248164799 Letter Number : L_TR4168C BODCD-TE Letter Date 2019-09- 19 Tax Period 000000 IIIIIIIIIIIIIIII IIIIIIIII�IIIIII *860256667* A NEW LEAF INC INTERNAL REVENUE SERVICE DBA A NEW LEAF INC 868 E UNIVERSITY DR OGDEN UT 84201-0102 MESA AZ 85203 8L029)8667 CO ANEW 00 2 000000 00 00000000000 94 1 i i i RESTATED BYLAWS OF A NEW LEAF,INC., AN ARIZONA NON-PROFIT CORPORATION, FORMERLY KNOWN AS PREHAB OF ARIZONA,INC. ARTICLE I NAME AND ORGANIZATION; RESTATED BYLAWS; SENIORITY OF ARTICLES Section 1.1 Name and Organization. A New Leaf, Inc. an Arizona non-profit corporation ("Corporation") is the name of the Corporation, and it is organized under the laws of the State of Arizona. Corporation has filed or will file its Amended and Restated Articles of Incorporation with the Arizona Corporation Commission (the "Articles"). Any reference herein made to the Corporation's Articles will be deemed to refer to its Amended and Restated Articles of Incorporation. Section 1.2 Supercedure. These Restated By-Laws (the `Bylaws") will completely restate the original bylaws of Corporation and any amendments thereto. Any reference herein made to the Corporation's Bylaws will be deemed to refer to these Bylaws. Section 1.3 Seniority of Articles of Incorporation. The Articles will, in all respects, be considered senior and superior to these Bylaws,with any inconsistency to be resolved in favor of the Articles, and these Bylaws will be deemed automatically amended, from time to time, to eliminate any such inconsistency which may then exist. ARTICLE 11 OFFICES AND CORPORATE SEAL Section 2.1 Principal Office. The principal office of the Corporation shall be located at: 868 East University Drive Mesa, Arizona 85203, but other offices may be established and maintained within or outside the State of Arizona (the "State") at such places as the Board of ! Directors may designate. Section 2.2 Corporate Seal. The Corporate Seal is not required on any instrument executed for the Corporation. If the Corporate Seal is used, it shall be inscribed with the words "A NEW LEAF,INC." I 95 f ARTICLE III E NO MEMBERS Section 3.1 Members. The Corporation shall not have Members, and its affairs will be governed by its Board of Directors as provided in Section 41 hereof. ARTICLE IV BOARD OF DIRECTORS 3 Section 4.1 Management. The powers of Corporation shall be exercised, and the business and affairs of Corporation shall be managed by its Board of Directors, subject to any limitation which may be set forth in the laws of the State,the Articles or these Bylaws. Section 4.2 Number of Directors. The affairs of the Corporation shall be conducted by a Board of Directors consisting of at least 3 Directors and no more than 50 Directors or as many as the Board of Directors shall set forth from time to time. Section 4.3 Election and Qualification of Directors. The Board of Directors at its annual meeting shall elect Directors whose terms are due to expire, and each Director elected shall hold office for the term for which he or she is elected or until his successor is elected or until his or her earlier death, resignation or removal. Each Director who is not seeking re- appointment or who is not nominated to be a Director shall be entitled to cast one (1) vote. All Directors shall be over 21 years of age and need not be residents of the State of Arizona. Section 4.4 Ex Officio and Honorary Directors. The Board may also appoint such honorary Directors for such terms as they may deem proper, but said honorary Directors thus appointed shall be without vote. Section 4.5 Vacancies. A vacancy or vacancies shall be deemed to exist in case of death, disability, resignation or removal of a Director. A vacancy or vacancies shall also be deemed to exist if the Board of Directors increases the authorized number of Directors so provided for in Section 4.2 and fails at any time to elect the full number of authorized Directors. Vacancies shall be filled as soon as it is convenient by a majority of the remaining Directors then in office at any Regular or Special Meeting. The terra of the Director elected to fill a vacancy expires at the term of the unexpired term that the Director is filling. Section 4.6 Term of Office.The term of office of each director shall be three(3)years, and Directors may serve successive terms. Notwithstanding the expiration of the term of any Directors, such Directors shall be authorized to continue serving in such capacity until his or her successor has been elected and qualified. The Board of Directors may from time to time by duly adopted resolution change the term of the Directors. Section 4.6 Resignation. Any Director may resign at any time by delivering a written resignation thereof to the Board of Directors or its presiding officer. Such resignation shall be effective upon receipt unless otherwise provided by the terms thereof. Section 4.7 Removal. A Director may be removed, with or without cause, at a meeting called expressly for that purpose provided that the notice of Regular or Special Meeting 2 f r 96 i i i I I s contains a description of the proposed action and the Director so affected, and upon a vote of the majority of the full Board of Directors. r Section 4.8 Quorum and Adjournment. The presence of at least 1/3 of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such number is present at a meeting, the majority of the Directors present may adjourn the meeting from time to time without further notice. If a quorum is present when a meeting is convened,the quorum shall be deemed to exist until the meeting is adjourned, notwithstanding the departure of one or more Directors. A quorum is not required for the 1 Chairperson of the meeting to adjourn the meeting to another date, time, and place without further notice than announcement at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than 30 days,or if after the adjournment a new record date is fixed for the adjourned meeting, Corporation shall give a notice of the adjourned meeting to each Director. Section 4.9 Voting Rights. Each Director is entitled to 1 vote on all matters. The affirmative vote of the majority of the Directors represented at a meeting at which a quorum is present shall be the act of the Board of Directors unless a greater number is required by law of by these Bylaws. The voting will be by ballot on any question as to which a ballot vote is demanded, prior to the time voting begins, by any person entitled to vote on such question; otherwise, a voice vote will suffice. No ballot or change of what will be accepted after the polls have been declared closed following the ending of the announced time for voting. Section 4.10 Proxies. There shall not be votes cast by proxy. Section 4.11 No Compensation; Expense Reimbursement. Directors shall serve �I without compensation. None of Corporation's earnings shall at any time inure to any Director, Officer, employee, committee member or other person connected with Corporation, or any other private individual,provided that this shall not prevent reasonable expense reimbursement to such Director for expenses made in furtherance of Corporation's mission, as approved by Board of Directors. A Director shall not be precluded from serving the Corporation in any other capacity nor from receiving compensation for such services. Section 4.12 Interest of Directors. No Director of Corporation shall have any right, title or interest in or to any property or assets of Corporation either prior to or at the time of any liquidation or dissolution of Corporation. Section 4.13 Standard of Conduct. A Director shall discharge his or her duties as a member of the Board of Directors, including but not limited to the duties of such member as a member of a committee, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Director reasonably believes to be in the best interests of Corporation. In discharging his/her duties, a Director is entitled to rely on information, opinions, reports, or statements, including financial statements and other data, if prepared or presented by any of the following: (1) one or more Officers or employees of Corporation whom the Director reasonably believes are reliable and competent in the matters presented; (2) legal counsel, public accountants, or other person as to matters the Director reasonably believes are within the person's professional or expert competence;and(3)a 3 I 97 committee of or appointed by the Board of Directors of which the Director is not a member if the Director reasonably believes the committee merits confidence. A Director is not acting in good faith if the Director has knowledge that makes reliance on any of the above unwarranted. The creation or delegation of authority to or action by a committee of the Board does not alone constitute compliance with a Director's standard of conduct. ARTICLE V MEETINGS OF THE BOARD OF DIRECTORS Section 5.1 Place of Meetings. All meetings shall be held at such place as may be fixed from time to time by the Board of Directors or, in the absence of directions by the Board of Directors, by the Chairperson of the Board,either within or outside the State, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. If no designation is made,the place of the meeting shall be the principal office of Corporation. Section 5.2 Annual Meetings. At the Annual Meeting, the Directors shall elect any new Directors and transact such other business as may properly be brought before the meeting. Annual Meetings of the Board of Directors shall be held in April of each year, as specifically stated in the notice to Directors of the Annual Meeting. Section 5.3 Regular Meetings of the Board of Directors. Regular meetings of the Board of Directors shall be held monthly at such times and places as the Board of Directors shall from time to time designate as specifically stated in the notice of the meeting to the Directors and will typically be held on the fourth Wednesday of each month. Section 5.4 Special Meetings. Special meetings of the Board of Directors may be called by any officer of the Corporation (except the President& CEO or the Deputy CEO who may not call special meetings) or two(2) or more directors then elected may call and give notice of a meeting. Section 5.5 Communication at Regular or Special Meetings. Members of the Board of Directors may participate in any meeting of the Board of Directors by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other and be heard,and such participation in a meeting shall constitute presence in person at such meeting. Section 5.6 Notice of Meetings. Notice of the date, time and place of any Annual, Regular and Special Meeting shall be delivered, either personally, by telecopy, telex, e-mail or other form of written electronic transmission, or by United States mail or overnight delivery to each member of the Board of Directors, at least two (2) days prior thereto. Any notice required by these Bylaws will be effective and deemed delivered upon receipt when three (3) business days after posting with the United States Postal Service when mailed; one (1) business day after pick-up by courier service when sent by overnight courier properly addressed and prepaid; and one(1)business day after the date of the sender's electronic confirmation or receipt when sent by facsimile transmission. If e-mailed, the notice shall be deemed to be delivered when sent to the intended recipient's e-mail address and not returned to sender as "undeliverable" through the e- mail server. 4 98 j II I i i i i 3 Notices will be sent to the addresses, fax numbers or e-mail addresses last appearing on 3 the records of Corporation. Except as provided herein or if notice is waived pursuant to Section 5.7,notice of any meeting may,but need not, state the nature of the business to be taken up at the meeting. Section 5.7 Waiver of Notice. Attendance of a Director at a Board of Directors meeting shall constitute a waiver of notice of such meeting, except when such attendance is for the express purpose of objecting to the transaction of any business because the meeting is not properly called or convened and the Director does not then vote on any action taken at the meeting. Section 5.8 Organization and Conduct of Meetings. Each meeting will be called to order and thereafter chaired by the Chairperson of the Board of Directors, if there is one. If not, or if the Chairperson of the Board is absent or so requests, then by the Vice Chairperson. If the Chairperson and the Vice Chairperson of the Board are unavailable,the meeting will be called to order by such other Officer of Corporation,except the President & CEO, as may be appointed by the Board of Directors. Corporation's Secretary will act as Secretary of each meeting; in his or her absence,the Chairperson of the meeting may appoint any person to act as Secretary. As long as there is no showing of bad faith on his or her part,the Chairperson of a meeting will, among other things, have absolute authority to determine the order of business to be conducted at such meeting and to establish reasonable rules for expediting the business of the meeting (including any informal, or question and answer portions thereof). Section 5.9 Action Without Meeting and By Written Consent. Any action required or permitted to be taken at any Annual, Regular or Special Meeting may be taken without a meeting, without prior notice, and without a vote, if a consent, in writing, setting forth the action so taken, is signed if authorized by all members of the Board. Such consent shall be filed with the regular minutes of the Board. Section 5.10 Informalities and Irregularities. All informalities or irregularities in any call or notice of any meeting or in the areas of credentials, quorums, voting, and similar matters, will be deemed waived if no objection is made at the meeting. i i ARTICLE VI COMMITTEES Section 6.1 General. The Board of Directors may create 1 or more committees. The Board of Directors will appoint 1 or more Directors to serve on each committee. The resolution establishing a committee 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 Board of Directors. If a vacancy occurs on any committee,the vacancy may be filled only by the Board of Directors. A committee may exercise the powers specifically granted to it by the Chairperson of the Board. Except as expressly provided herein, a committee is specifically prohibited from (a) filling any vacancy on the Board of Directors or on any committee, (b) authorizing any distributions, (c) adopting amendments or repealing (i) the Articles of Incorporation or (ii)these Bylaws, (d) encumbering the assets of Corporation, (e) approve the giving of any guarantees of 5 99 Corporation, (f) approve any plan of merger or consolidation of Corporation, (g) approve the sale, lease, mortgage or other disposition of all, or substantially all, of the assets of Corporation, (h) approve the dissolution of Corporation or(i) approve any fundamental change in the character or business of Corporation. Section 6.2 Tenure. Each member of a committee shall continue as a member thereof until the expiration of his or her term as a Director or his or her earlier resignation or death, unless sooner removed as either a member of the committee or as a Director. Section 6.3 Meetings and Actions. All of the provisions of these Bylaws governing meetings and notice, waiver, quorum and voting requirements of the Board of Directors also apply to committees and their members. ARTICLE VII OFFICERS Section 7.1 Titles and Qualifications. The Officers of the Corporation shall be a Chairperson of the Board, a Vice Chairperson of the Board, a President and Chief Executive Officer ("President& CEO"), a Deputy Chief Executive Officer ("Deputy CEO"), a Secretary and a Treasurer, and such other offices as the Board of Directors shall from time to time designate. The Corporation may also have, at the discretion of the Board of Directors, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other Officers as may be appointed hereunder. Any person may hold any 2 or more offices of Corporation except those of Chairperson of the Board, President& CEO and Secretary. All Officers shall also be Directors, excluding those individuals holding the offices of President & CEO and Deputy CEO, who shall at no time while holding such office also be allowed to be a Director of Corporation. Section 7.2 Election and Term of Office. The Officers of Corporation shall be elected every year by vote of the majority of the full Board of Directors at its Annual Meeting or a Special Meeting which has been called in accordance with these Bylaws. Unless an Officer resigns,dies or is removed prior hereto,he or she shall hold office until his or her successor has been chosen and qualified. Section 7.3 Resignation. Any Officer may resign at any time by delivering a written resignation to the Chairperson of the Board,the President& CEO or the Secretary. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective. Section 7.4 Removal. Any Officer or agent may be removed, with or without cause, by a vote of the majority of the full Board of Directors at any Regular of Special Meeting provided the notice of Regular or Special Meeting contains a description of the proposed action and the Officer so affected and whenever in the Board of Director's judgment the best interests j of the Corporation will be served thereby. k Section 7.5 Vacancies. A vacancy in any office because of death, resignation, I removal, disqualification,creation of a new office, or any other reason,may be filled by a vote of 6 100 I i the majority of the full Board of Directors for the unexpired portion of the term. Section 7.6 Chairperson of the Board and Vice Chairperson of the Board. The Chairperson of the Board shall preside at all meetings of the Board of Directors of Corporation, and shall have such other powers and duties not inconsistent with these Bylaws as may be i assigned from time to time by the Board of Directors. The Vice Chairperson of the Board shall possess the powers and discharge the duty of the Chairperson of the Board in the latter's absence or disability. Section 7.7 The President & CEO and the Deputy Chief Executive Officer. The President & CEO shall be the chief executive officer of Corporation, shall exercise general and j active management of the business of the Corporation and shall report to and advise the Board of Directors on all significant matters of Corporation's business. The office of President & CEO shall at all times be held by the same individual. The President & CEO shall communicate and implement the Corporation's vision,mission and overall purpose as provided in the Articles. The President & CEO shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and duties not inconsistent with these Bylaws as may be assigned to him or her from time to time by the Board of Directors, including: (i) the duties to attend all meetings of the Board of Directors and all Committees; (ii) the power to appoint the members of any Committee, subject to the approval of the Board of Directors; (iv) the duty to participate as an ex-officio member of all committees; (v) the duty to execute on behalf of Corporation and/or to affix the seal or cause the seal to be affixed to all instruments requiring such execution except to the extent that signing or execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of Corporation; (vi)the duty to approve all material communications and business transactions made in the name of Corporation; and (vii) the power to hire and discharge all personnel of Corporation other than j the Corporate officers appointed by the Board of Directors. The Deputy CEO will assist the President& CEO in all aspects of the development and management of the Corporation and will be a replacement for the President&CEO in his or her absence or disability. Section 7.8 The Secretary. The Secretary shall have the general powers and duties usually vested in the office of secretary of a corporation. The Secretary shall give, or cause to be given, notice of all the meetings of the Board of Directors required by the Bylaws to be given. He or she shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws. The Secretary shall keep,or cause to be kept,a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given,the names of those present at Directors'meetings and the proceedings thereof. j Section 7.9 The Treasurer. The Treasurer shall (a) have charge and custody of and be responsible for all funds and securities of Corporation, and all financial books, records and accounts of Corporation, (b)receive and give receipts for monies due and payable to Corporation from any source whatsoever, and deposit all such monies in the name of Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors, and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Chairperson or by the Board of Directors. 7 101 i If required by the Board of Directors,the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with surety or sureties as the Board of Directors shall determine. Section 7.10 Records. There shall be maintained at the principal office of Corporation all financial books and records of accounts, all minutes of the Board of Directors' meetings, and other committee meetings of Corporation, and copies of all other material corporate records, books, documents and contracts. All such books, records, minutes, lists, documents and contracts shall be made available for inspection at any reasonable time during usual business hours by any Director of Corporation, or duly authorized representative thereof, for any lawful purpose. Upon leaving office, each officer or agent of Corporation shall turn over to his or her successor or the President & CEO, in good order, such corporate monies, books, records, minutes, lists, documents, contracts or other property of Corporation as have been in the custody of such Officer or agent during his or her term of office. Section 7.12 Standard of Conduct. If an Officer has discretionary authority with respect to any duties, the Officer shall discharge such duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the Officer reasonably believes to be in the best interests of Corporation. In discharging his/her duties, an Officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other data, if prepared or presented by either of the following: (1) one or more Officers or employees of Corporation whom the Officer reasonably believes are reliable and competent in the matters presented; and (2) legal counsel, public accountants, or other person as to matters the Officer reasonably believes are within the person's professional or expert competence. An Officer is not acting in good faith if the officer has knowledge that makes reliance on any of the above unwarranted. ARTICLE VHI INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 8.1 Indemnification. To the greatest extent provided by law, as provided in A.R.S. Section 10-3850 et seq., and except as provided in these Bylaws, 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 Indemnitee in connection with any threatened or actual proceeding or legal action resulting from Indemnitee's service to Corporation or to another entity at Corporation's request. Section 8.2 Exclusions. Except insofar as permitted by law, Corporation shall not indemnify Indemnitee if indemnification is prohibited by A.R.S Section 10-3850 et seq (Indemnification), or any successor thereto. In addition, Corporation shall not indemnify Indemnitee for the following: (a) The amount of a financial benefit received by an Indemnitee to which Indemnitee is not entitled. 8 k 102 f i (b) An intentional infliction of harm by Indemnitee on Corporation or its Directors, Officers and employees. (c) A violation of A.R.S.Section 10-3830 (General Standards for Directors), A.R.S. Section 10-3842 (Standards of Conduct for Officers) and/or A.R.S. Section 10- 3833 (Liability for Unlawful Distributions). (d) An intentional violation by Indemnitee of criminal laws. Section 8.3 Procedure. Indemnitee shall notify Corporation promptly of the threat of commencement of any proceeding or legal action with respect to which Indemnitee intends to seek indemnification. If Corporation authorizes indemnification in accordance with Section 8.4 below, Corporation shall have a reasonable opportunity to defend the proceeding or legal action at its own expense and with counsel reasonably satisfactory to Indemnitee. Corporation shall be entitled to assume Indemnitee's defense with counsel reasonably satisfactory to Indemnitee, unless Indemnitee provides Corporation with an opinion of counsel reasonably concluding that there may be a conflict of interest between Indemnitee and Corporation in the defense of the proceeding or legal action, or that there may be legal defenses available to Indemnitee which are different from or in addition to those available to Corporation or if Corporation shall, after receiving notice of 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 Indemnitee, Indemnitee shall have the right, but i 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, Corporation. Corporation shall be responsible for the reasonable counsel fees, costs, and expenses of Indemnitee in conducting its defense. Section 8.4 Determination and Authorization. Except where indemnification is ordered by a court of competent jurisdiction, Corporation shall not indemnify any Indemnitee unless authorized in the specific case after a determination has been made that indemnification is permissible in the circumstances and only after Indemnitee has provided Corporation with a written affirmation ation of the Indemnitee's good faith belief that he or she has met the standard of conduct contained in A.R.S. Section 10-3830 (General Standards for Directors) and/or A.R.S. Section 10-3851 (Authority to Indemnify), or that the proceeding involves conduct for which liability has been eliminated pursuant to A.R.S. Section 10-3202(B)(1). The determination shall be made either: (a) By the Board of Directors by a majority vote of the Directors not at the time parties to the proceeding; or (b) By special legal counsel selected by majority vote of the disinterested Directors or, if there are no disinterested Directors,by majority vote of the Board of Directors. Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if E the determination is made by special legal counsel, authorization of indemnification and evaluation of reasonableness of expenses shall be made by those entitled to select special counsel under subsection (b) above. i 9 103 Ih I Section 8.5 Expense Advances. Unless required by law, Corporation may advance expenses, including attorneys' fees, incurred or to be incurred by Indemnitee in defending a proceeding or legal action upon receipt of notice of the threat of commencement of any proceeding or legal action with respect to which Indemnitee intends to seek indemnification but only if Corporation authorizes such expense advance (as provided in Section 8.4(a) above) after Indemnitee has provided Corporation with both (a) a written affirmation of Indemnitee's good faith belief that he or she has met the standard of conduct contained in A.R.S. Section 10-3830 (General Standards for Directors) and/or A.R.S. Section 10-3851 (Authority to Indemnify), or that the proceeding involves conduct for which liability has been eliminated pursuant to A.R.S. Section 10-3202(B)(1), and (b) Indemnitee's written statement that it will repay the advances if mandatory indemnification is not required under A.R.S.Section 10-3852. Indemnitee shall repay all amounts advanced if it is ultimately determined by final judicial decision (after expiration or exhaustion of any appeal rights) that Indemnitee is not entitled to be indemnified for such expenses. j Section 8.6 Settlement of Claims. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement. Corporation shall not be obligated to indemnify Indemnitee for any amounts incurred in settlement, if settlement is made without Corporation's prior written consent. Corporation shall not enter into any settlement that would impose any penalty or limitation on Indemnitee without Indemnitee's prior written consent. Section 8.7 Insurance and Other Indemnification. The Board of Directors shall have the power to cause Corporation: (i) to purchase and maintain, at Corporation's expenses, insurance on behalf of Corporation and on behalf of others to the extent that power to do so has been or may be granted by statute; and (ii) to give other indemnification to the extent permitted by law. Section 8.8 Effect of Repeal. In order that Officers and Directors may rely on the indemnification promised by this Article VHI, no repeal or amendment of this Article VIII shall reduce the right of Indemnitee to payment of expenses or indemnification for acts of Indemnitee taken before the date of repeal or amendment. Section 8.9 Subrogation. In the event that Corporation makes a payment pursuant to this Article XIII, Corporation shall be subrogated to all of the Indemnitee's rights of recovery against any person or organization, except as to a source of payment previously secured by the Indemnitee through the expenditure of his or her own funds, and the Indemnitee shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Indemnitee shall do nothing to prejudice Corporation's right of subrogation. Section 8.10 Court Ordered Indemnification. Nothing in this Article XIII shall be deemed to prohibit or prevent any Director or Officer who is a party to a proceeding to apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. I ARTICLE IX COMPENSATION,CONTRACTS,LOANS,ETC. Section 9.1 Compensation of Directors and Officers. The Directors of Corporation shall serve as such without salary, but the Board of Directors may authorize the payment by 10 104 Corporation of the reasonable expenses incurred by the Directors in the performance of their duties and of reasonable compensation for special services rendered by any Director. The Board of Directors shall fix the salary or other compensation of the officers and employees of the Corporation. Section 9.2 Loans to Directors and Officers. No loans shall be made by Corporation to its Directors or Officers, and the Directors who vote for or otherwise agree to the making of a loan to a Director or Officer, and any Officer or Officers participating in the making of such loan shall be jointly and severally liable to Corporation for the amount of such loan until it is repaid. Notwithstanding the foregoing, the making of a loan to an individual prior to becoming a member of the Board of Directors shall not serve as a disqualification for the individual receiving such loan from becoming a Director of Corporation. Section 9.3 Contracts. The Board of Directors may authorize any Officer or Officers, to enter into any contract or execute and deliver any instrument in the name of and on behalf of Corporation. Such authority may be general or confined to specific instances. Section 9.4 Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of monies, notes, or other evidences of indebtedness issued in the name of Corporation shall be signed by such Officer or Officers, agent or agents of Corporation and in such manner as shall, from time to time,be determined by resolution of the Board of Directors. Section 9.5 Deposits. All funds of Corporation shall be deposited, from time to time, to the credit of Corporation in such banks,trust companies,or other depositories as the President &CEO may select. ARTICLE X NONPROFIT OPERATION fE E Corporation will not have or issue shares of stock. No dividends will be paid. No part of the income or assets of Corporation will be distributed to its Directors or Officers without full consideration. Subject to Article XV, Corporation may contract in due course with its Directors and Officers without violating this provision. ARTICLE XI DISSOLUTION In the event of dissolution of the Corporation, all funds and assets of the Corporation shall be distributed in accordance with the Corporation's Articles of Incorporation. I ARTICLES XII FISCAL YEAR Corporation's fiscal year shall end on June 30"'of each year. 11 105 i i ARTICLE XHI AMENDMENT OF BYLAWS These Bylaws may be amended or repealed at any regular or special meeting, or new Bylaws may be adopted by the affirmative vote of the majority of the full Board of Directors, provided that at least two (2) days' prior written notice is given stating that the purpose of the meeting is to amend or repeal the Bylaws which sets forth in detail the proposed Bylaws revisions with explanations therefore. ARTICLES XIV SUBSIDIARIES The Board of Directors, may at its discretion, establish subsidiary organizations, corporations (for profit or non-profit) in the management and development of programs and projects that further expand Corporation's mandate and purpose. ARTICLE XV CONFLICT OF INTEREST Section 15.1 Purpose. The purpose of the conflict of interest policy is to protect Corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of Corporation. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations. Section 15.2 Definitions. 15.2.1 Interested Person. Any Director, Officer or member of a committee with Board-delegated powers who has a direct or indirect financial interest, as defined i. below,is an interested person. 15.2.2 Financial Interest. A person has a financial interest if the person has directly, or indirectly,through business, investment or family: (a) as ownership or investment interest in any entity with which Corporation has a transaction or arrangement,or (b) a compensation arrangement with Corporation or with any entity or individual with which Corporation has a transaction or arrangement, or (c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. 12 106 i i 3 A financial interest is not necessarily a conflict of interest. Under Section 15.2.2, a person who has a financial interest may have a conflict of interest only if the appropriate Board or committee decides that a conflict of interest exists. Section 15.3 Compensation. (a) A voting member of the Board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation; (b) A voting member of any committee whose jurisdiction includes compensation € matters and who received compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation; (c) No voting member of the Board or any committee whose jurisdiction includes compensation matters and who received compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. Section 15.4. Procedures. 15.4.1 Duty to Disclose. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement. 15.4.2 Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or the committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists. 15.4.3 Procedures for Addressing the Conflict of Interest (a) An interested person may make a presentation at the Board or committee meeting, but after such presentation, he/she shall leave the board meeting during the discussion of, and the vote on,the transaction or arrangement that results in the conflict of interest. (b) The President & CEO or Chairperson of the Board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. I (c) After exercising due diligence, the Board or committee shall determine whether Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. (d) If a more advantageous transaction or arrangement is not reasonably attainable under the circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in Corporation best interest and for its own benefit and whether the ' 13 107 I I i transaction or arrangement is fair and reasonable to Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 15.4.4 Determining_Quorum. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee thereof which authorizes,approves or ratifies a transaction or arrangement. Section 15.5. Violations of the Conflict of Interest Policy (a) If the Board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflict(s) of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. (b) If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances,the Board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest(s), it shall take appropriate disciplinary and corrective action. Section 15.6 Records of Proceedings. The minutes of the Board and all committees with board delegated powers shall contain (a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present and the board's or committee's decision as to whether a conflict of interest in fact existed. (b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith. s Section 15.7 Annual Statements. Each director, Officer and member of a committee with board delegated powers shall annually sign a statement which affirms that such person (a) has received a copy of the conflict of interest policy; (b) has read and understands the policy; (c) has agreed to comply with the policy; and, i (d) understands that Corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes. Section 15.5 Periodic Review. To ensure that Corporation operates in a manner consistent with its charitable purposes and that it does not engage in activities that could 14 108 i i jeopardize its status as an organization exempt from federal income tax,periodic reviews shall be conducted. The periodic reviews shall,at a minimum, include the following subjects: (a) Whether compensation arrangements and benefits are reasonable and are the results of arm's length bargaining. (b) Whether acquisition of professional and other provider services to Corporation result in inurement or impermissible private benefit. (c) Whether partnership and/or joint venture arrangements or arrangements with management services organizations or other arrangements with organizations providing services to Corporation conform to Corporation written policies for the acquisition of such services, are properly recorded, reflect reasonable payments for such goods and services, further Corporation charitable purposes and do not result in inurement or impermissible private benefit. Section 15.9 Use of Outside Experts. In conducting the periodic reviews provided for in Section 15.8, Corporation may, but need not, use outside advisors. If outside advisors are used for their use shall not relieve the board of its responsibility for ensuring that periodic review is conducted. E 15 109 IN WITNESS WHEREOF, the Restated Bylaws of A New Leaf, Inc. have been adopted and executed as of September 24,2014. By*haierson n the Board By: L�glA Deanna Villanueva-Sauc o Secretary 1 I i 4 I i 15 110 i I i CERTIFICATE CONCERNING AMENDED AND RESTATED ARTICLES OF INCOPORATION OF A NEW LEAF, INC. 1. Entity Name: The name of the corporation is A New Leaf, Inc. 2. A.C.C. File Number: 00824800. 3. Date of Adoption: The Restated Articles were adopted: September 24, 2014. 4. Approval of Restated Articles:The Amended and Restated Articles contain one or more amendments that required approval by members. 5. Approval of Amendments:Approval of the Amended and Restated Articles was approved by the Members and the Board of Directors of Corporation. 6. The Amended and Restated Articles of Incorporation of A New Leaf, Inc. are attached hereto as Exhibit A. DATED as of this 24t"day of September,2014. A NEW LEAF, INC. an Arizona non-profit corporation By Mik6 Hutchinson Chairman of the Board of Directors By: Deanna Villa ueva-Sauce�rj'rect Secretary of the Board ofs 111 EXHIBIT A AMENDED and RESTATED ARTICLES OF INCORPORATION of A NEW LEAF, INC. An Arizona Nonprofit Corporation ARTICLE I NAME The Name of the corporation,which is a nonprofit and non-stock corporation, is hereby affirmed and restated as A NEW LEAF, INC ("Corporation'). ARTICLE II OBJECTS AND PURPOSES The purposes for which this Corporation is formed and the business and objects to be carried on and promoted are hereby amended and restated as follows: 1. The development and implementation of innovative, culturally appropriate, effective and efficient human service focused programs and capital improvements based on the foundational value and vision that, with the right supports, individuals and families can change their lives. These programs span the human condition including but not necessarily limited to anti-poverty, homelessness, health and wellness, and recovery in the broadest sense from cradle to grave. 2. To plan, develop, manage and provide affordable housing and community and economic development programs to low and moderate income individuals and families. 3. To plan, develop, manage and provide permanent supportive housing and transitional housing and to provide supportive services programs with the goal of optimizing self- sufficiency among homeless individuals and families. 4. To contract for or assume rental assistance contracts from federal, state or local ' governmental agencies, in connection with any housing project owned or operated by the Corporation or any of its affiliated entities. 5. To transact any and all other lawful business for which nonprofit corporations may be incorporated under the laws of the State of Arizona, as they may be amended from time to time. 1 112 ARTICLE III EXEMPT ORGANIZATION POWERS 1. The Corporation is irrevocably dedicated to and operated exclusively for nonprofit purposes, and no part of the income or assets of the Corporation shall be distributed to, nor inure to the benefit of any director, officer, contributor or any other individual, except that Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. 2. The Corporation is organized exclusively for charitable, educational, and/or scientific purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue law) (the "Code"), and its regulations (as they may now exist or may hereafter be amended) (the "Treasury Regulations"). 3. No substantial part of the Corporation's activities shall be to carry on propaganda or attempt to influence legislation, nor shall the Corporation participate in or intervene in (including the publication or distribution of statements) any political campaign for any candidate for public office, including the publishing or distribution of statements. 4. The Corporation will not practice or permit discrimination on the basis of sex, age, race, national origin, religion or physical handicap or disability. 5. Notwithstanding any other provision of these Amended and Restated Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Code or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code (or the corresponding provision of any future United States Internal Revenue law). 6. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Corporation, dispose of all of the assets of the Corporation in such a 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 organizations under Section 501(c)(3) of the Code and the Treasury Regulations. ARTICLE IV MEMBERS The Corporation shall have no capital stock. It shall have no members. It shall be governed exclusively by its Board of Directors as provided in its Bylaws dated of even date herewith. 2 113 ARTICLE V ARIZONA KNOWN PLACE OF BUSINESS The street address of the known place of business of the corporation is 868 East University Drive, Mesa, Arizona 85203. ARTICLE VI STATUTORY AGENT The name and address of the statutory agent of the Corporation is hereby affirmed as H. M. Gilbert, Jr.,421 East University Drive, Mesa, Arizona 85203. ARTICLE VII CONDUCT OF AFFAIRS The affairs of the Corporation shall be conducted by a Board of Directors consisting of not less than three (3) nor more than may be fixed from time to time in the Bylaws of the Corporation. The election of new Directors and filling of vacancies shall be as provided in the Corporation's Bylaws, executed concurrently herewith. As of the date of filing of these Amended and Restated Articles, the Board of Directors consists of the following Directors whose addresses are all 868 University Drive, Mesa, Arizona 85203 and whose names are as follows: Mike Hutchinson Brad Snyder Deanna Villanueva-Saucedo Todd Skinner Frank Bennett, Sr. Laverne DaCosta Debra Duvall Dale Easter Francesca Godi Michael Hough Ginny Jontes Sean Lake David Luna Betty Lynch Anne Bennett-McCawley May Millies Fred Phail Elizabeth Reich Clark Richter Evan Schube William Scott Mary Ellen Simonson Tom Verploegen 3 114 Larry Woolf David Woolstrum ARTICLE VIII ORIGINAL INCORPORATORS The original incorporators of the Corporation were Dr. Douglas Vance and Elizabeth Reich. ARTICLE IX INDEMNIFICATION To the fullest extent and under all circumstances as permitted by Arizona law, the Corporation shall indemnify every director, officer, employee, member or agent of the Corporation against all expenses and liabilities, including attorneys' fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by or imposed upon him or her in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which he or she is or was a party or is threatened to be made a party by reason of the fact that he or she is or was a director, officer, employee, member or agent of the Corporation or is or was serving at the request of Corporation as a director, officer, employee, member or agent of another corporation or other entity. The foregoing rights of indemnification shall be in addition to and not exclusive of all of the rights to which such persons may be entitled to at law or otherwise. If the nonprofit corporation laws of Arizona are amended to authorize corporate action to further indemnify directors, officers, employees, members or agents or a corporation, then this indemnity to such persons shall be extended to the fullest extent permitted by Arizona law, as so amended. Notwithstanding the foregoing, the Board of Directors shall have the right to refuse indemnification as to expenses unreasonably incurred. No repeal, amendment or modification of these Articles, whether direct or indirect, shall eliminate or reduce its effect with respect to any matter giving rise to indemnification and advancement of expenses occurring prior to such repeal, amendment or modification. The foregoing indemnification provision shall be mandatory in all circumstances in which indemnification is permitted by law. ARTICLE X PERIOD OF DURATION The duration of the existence of the Corporation shall be perpetual. SIGNATURES APPEAR ON THE FOLLOWING PAGE 4 115 EXECUTED : September 24, 2014. A NEW LEAF, INC.,an Arizona nonprofit corporation B} Mi Hut inson C irm of the Board Acceptance of Appointment by Statutory Agent By the signature appearing below,the undersigned accepts the appointment as statutory agent for A New Leaf, Inc., and acknowledges that the appointment is effective until the appointing entity replaces the statutory agent or the statutory agent resigns,whichever occurs first. The undersigned below declares and certifies under penalty of perjury that the information contained within this document together with any attachments is true and correct, and is submitted in compliance with Arizona law. Signature Printed Name Date s 116 A New Leafs BOARD OF DIRECTORS LIST Service Term Name Board Address and Telephone Professional Affiliations Position Start End Date Date Deborah Smith Former Board P.O.Box 3254, Tempe, President-Broadcast Rental 01/01/2014 06/30/23 Chair 602 615-1263 William(Bill) Scott Chair of Board 8107 East Redwing Rd, Retired-Honeywell 01/01/2010 06/30/22 Scottsdale 602 300-2575 Rebecca Lindgren Secretary of 5366 N. 20th St.,Phoenix, Vice President Marketing-Helios 01/01/2018 06/30/22 Board AZ(602) 862-8092 Education Foundation Carolyn Iacobelli Treasurer of 6302 E. Quartz Mountain Rd., Partner-PriceWaterhouseCooper 01/01/2018 06/30/24 Board Paradise Valley,AZ (408)499- 8278 Tyler Abrahams Vice-Chair 5701 E Horseshoe Rd,Paradise Attorney-Broening Oberg Woods 01/01/2018 06/30/23 Valley(602)403-2663 &Wilson, PC Frank Bennett Sr Member 2625 North 24th St,Unit 32,Mesa, Business Owner-Bennett 01/01/1972 06/30/24 AZ(480)363-4195 Property Management Anne Bennett-Perez Member 2511 E Menlo St,Mesa, Business Owner-Bennett 01/01/2005 06/30/23 AZ(480)363-4826 Property Management Kara Johnson Member 11832 S Warpaint Dr, Phoenix, Director of Business 01/01/2021 06/30/24 AZ, 85044 Development, Corporate Interior 80-236-0058 Systems David Dunlevy Member 358 W Liberty Lane, Gilbert, Sr. Vice President, FineMark 01/01/2020 06/30/23 AZ(602)772-0722 National Bank&Trust 117 Dale Easter Member 6230 E Redmont Dr,Mesa,AZ Business Consultant 01/01/2014 06/30/23 602 686-3756 Peter Eberle Member 4091 West Linda Lane, Chandler,AZ SVP Commercial Banker III,AZ O1/01/2020 6/30/24 (480)600-3186 Bank&Trust Eric Matthias Member 1131 E. Oriole Drove, Gilbert AZ, AVP of Middle Market National 01/012021 6/30/24 85297 Underwriting 717-798-4001 Renee Higgs Member 15192 N 104th Way, Scottsdale Regional Marketing Officer,VP, 01/01/2018 06/30/23 (425) 802-8844 Marketing Heartland Financial Mike Hutchinson Member 4042 E. Hope St,Mesa,AZ Executive VP—EVP O1/01/2006 6/30/23 (602)363-5033 Levi Leyba Member 2733 S Power Rd, Ste 102-125 Mesa, Author&Community Advocate 01/01/2017 6/30/22 AZ (480) 586-8696 Betty Lynch Member 14154 S Denny Blvd No 307, Litchfield Community Advocate—Retired 01/01/2012 06/30/24 Park,AZ (623)398-5233 Phil McLaughlin Member 3648 E Ellis St,Mesa,AZ Director- APS O1/01/2014 06/30/23 602 513-3321 Chris Miner Member 4646 E Van Buren St, Ste 400,Phoenix, Senior VP-MobileMini 01/01/2015 6/30/24 AZ 480 586-4836 Martha Picciao Member 4149 E Cochise Rd Founder/CEO O1/01/2019 6/30/22 Phoenix,AZ 85208 Whiz Kidz Preschool Sharon Stinard Member 7253 E.Farmdale Ave.,Mesa,AZ Retired 01/01/2021 6/30/24 85208 602-989-8601 Clark Richter Member 1845 E Laurel St,Mesa,AZ Attorney-Udall Shumway 01/01/2006 6/30/22 (480)510-3372P.L.C. Deb Rever Member 9629 E Grandview St,Mesa,AZ Head of Global Business Service, 01/01/2017 6/30/24 (480)390-9374 Versum Materials,a subsidiary of Merck KGaA,Darmstadt, Germany Marvin Robinson Member 424 E El Camino Dr,Phoenix,AZ Vice President,Commercial 01/01/2020 6/30/23 (480)206-5676 Banking,Johnson Financial Group Todd Skinner Member 2534 S Grandview, Tempe,AZ CPA- Skinner+Co 01/01/1998 6/30/24 602 418-2725 Deanna Villanueva-Saucedo Member 1513 S Kay Cir,Mesa,AZ Director of Public Outreach- 01/01/2011 6/30/23 118 (480)433-2473 MCC Diane Warner Member 2226 N 63rd P1,Mesa, Business 01/01/2017 06/30/23 Private Sector AZ(602)705-3672 Relationship Manager VP Midfirst Bank, East Valley Business Banking David Woolstrum Member 23623 N 57th Dr, Glendale, UPS -Retired 01/01/2001 06/30/22 Community Sector AZ(480)226-1058 Christina Worden Member 4137 N 34th St,Phoenix, Political 01/01/2019 06/30/22 Private Sector AZ(602)281-0350 Involvement Committee Administrator- SRP 119 �° PQACHf�G�pp City of Apache Junction � .--- 300 East Superstition Blvd •Apache Junction,AZ 85119 • // gRIZO www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request 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 Health & Human Services Commission I Apache Junction, AZ - Official Website (apacheiunctionaz.gov). 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.https://www.apacheeunctionaz.gov/a'code. Application Due Date January 31, 2022 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. Applications can be submitted in person to the City Clerk's Office or via e-mail to hhsc(ab-apacheiunctionaz.gov. City offices are open Monday through Thursday, 7:00 am to 6:00 pm. 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 1 �° PQACHf�G�pp City of Apache Junction i 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request for Financial Assistance Required Documentation per Ordinance No. 659 1. Most recent audit report 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 2 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Agency Information Name of Agency 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 3 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request 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 4 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance 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. Does your agency have adequate capacity to complete the project being Yes requested? 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.211 Arizona.org website? No 5 5 o� "f✓G�Op Cityof Apache Junction.Z =s 300 East Superstition Blvd •Apache Junction,AZ 85119 • // l lJ gpIZ.0, www.apachejunctionaz.gov • (480) 982-8002 c HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Yes Have you participated in a Project Connect event in the past? Yes Have you participated in a Health and Wellness Expo in the past? 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 Yes Do you have current By Laws signed by the Board of Directors?* 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 6 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request 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. 7 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request 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. 8 8 � PPACHf�Gti-z City of Apache Junction - V / 300 East Superstition Blvd • Apache Junction, AZ 85119 • / �R�zoNP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Is there local documentation which identifies this as a problem? Yes, through Development Services and AJCDC documented project completions to include recaps and photo's Has the city or the commission identified this as a problem? Yes, through AJ Development Services Department 9 9 �° PQACHf✓G�pO City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '4R1Z.0 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION gym' Request 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. 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? Current and Recent 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 10 � PPACHf�Gti-z City of Apache Junction - -..- �-y� 300 East Superstition Blvd • Apache Junction, AZ 85119 p '9RIZON P www.apachejunctionaz.gov • (480) 982-8002 &,;!�1-u HEALTH & HUMAN SERVICES COMMISSION Request 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 16 Sponsors for the Purchase of Volunteer Safety T-Shirts = $3,400 annual supply And many other local AJ business service companies and volunteers providing "In Kind" Donations our largest Event "Make A Difference Day" resulted in $13,380 to our community. 11 11 �° PQACHf✓G�pO City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONT : Request 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 Revitalization Clean it Volunteers Co-ordination ofall resources Reduced Code Cases Improved property Happy Citizens 12 12 � PPACHf�Gti-z City of Apache Junction - V / 300 East Superstition Blvd • Apache Junction, AZ 85119 • / 9R/Z01A www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request 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 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) are received from the City of Apache Junction. This allows for the project completions and funding for each individual project - all projects have a different need / or resource IE: Garbage removal requires Container and Dump Fee's THE AJCDC solicits donations for the project and completes it accordingly. 13 13 �° PQACHf✓G�pO City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request 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 1,840.00 1,200.00 1,750.00 1,470.00 $ 6,260.00 2 $ 3 $ 4 $ 5 $ 6 $ 7 $ 8 $ 9 $ 10 $ Total $ 1,840.00 $ 1,200.00 $ 1,750.00 $ 1,470.00 $ 6,260.00 What percentage of the project budget is being requested? 100 What percentage of your budget is the requested funding? 100 14 14 �° PQACHf✓G�pO City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '4R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request for Financial Assistance Narrative Please provide a detailed budget narrative for each itemized expense. 1 Administrative, Insurance, Website & email, Postage, Printing, Office supplies, Misc 2 Community Revitalization, Equipment, dump fees, misc. other 3 4 5 6 7 8 9 10 15 15 �° PQACHf✓G�pO City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request 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 Revitalization Code Cases Elderly Happy As needed Completion 2 MADD Day of Service Community Happy Annual Visual 3 4 Completed applications and documents can be submitted in person to the City Clerk's Office or via e-mail to hhsc(ciapachejunctionaz.gov. City offices are open Monday through Thursday, 7:00 am to 6:00 pm. 16 16 �° PQACHf✓G�pO City of Apache Junction i 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request for Financial Assistance Scoring Rubric 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 required documentation 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 17 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 Approach Input Activities Outputs Outcomes Goals Component Academic Power Mentors Homework taff Advancement Improved Success Hour: EBP help, Funding to next grade rades; Making Curriculum tutoring, high Volunteers level; Improved Minutes Youth yield learning Increased high academic Count Development activities, schoolsuccess; Program specialists elf- raduation On track for Outreach direction. rates; high school Support, Increased iploma or resources, college, trade GED. uidance, and school, club military or members. employment preparedness. Leadership Torch & Mentors Leadership Staff Future Better Good Keystone EBP programs; Funding leaders; citizens and Character Club Curriculum character Volunteers Personal community Youth development, success; leaders. Development building Improved specialists refusal skills; planning and Outreach democratic decision Support, process. making. resources, uidance, and club members. Healthy Physical Program Fitness Funding Stress Healthy kids Lifestyles Fitness staff, programs, reduction; Improved volunteers, nutrition, Increased physical and and youth. education fitness activity mental health and sports. per week. Development f fitness 18 habits for the uture 19 REQUIRED DOCUMENTATION PER ORDINANCE NO.659 1. Most Recent Audit Report BOYS & GIRLS CLUBS OF THE VALLEY, INC. CONSOLIDATED FINANCIAL STATEMENTS, ADDITIONAL INFORMATION, AND UNIFORM GUIDANCE SUPPLEMENTARY REPORTS Period from Inception (January 1, 2020) to June 30, 2020 20 El 4722 North 24'h Street, Suite 300 Phoenix,AZ 85016 Main: 602.264.6835 Fax:602.265.7631 www.mhmcpa.com INDEPENDENT AUDITORS' REPORT To the Board of Directors of BOYS& GIRLS CLUBS OF THE VALLEY, INC. Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Boys & Girls Clubs of the Valley, Inc. which comprise the consolidated statement of financial position as of June 30, 2020, and the related consolidated statements of activities and changes in net assets, functional expenses, and cash flows for the period from inception (January 1, 2020)to June 30, 2020, and the related notes to the consolidated financial statements. Management's Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors'Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit.We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors'judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. - KRESTON member of Kteston International—a global nehvork of independent accounting firms 21 BOYS & GIRLS CLUBS OF THE VALLEY, INC. CONSOLIDATED STATEMENT OF FINANCIAL POSITION June 30, 2020 ASSETS CURRENT ASSETS Cash and cash equivalents $ 7,668,465 Receivables 4,221,891 Other current assets 129,815 TOTAL CURRENT ASSETS 12,020,171 ASSETS RESTRICTED FOR INVESTMENT IN PROPERTY AND EQUIPMENT Cash and cash equivalents 328,586 Receivables 400,000 TOTAL ASSETS RESTRICTED FOR INVESTMENT 728,586 IN PROPERTY AND EQUIPMENT INVESTMENTS 3,002,606 PROPERTY AND EQUIPMENT, net 20,459,416 INTEREST IN FOUNDATION NET ASSETS 7,670,963 CASH SURRENDER VALUE OF LIFE INSURANCE 154,001 UNAMORTIZED DONATED LEASE RECEIVABLE, net of unamortized discount of$781,186 5,470,831 OTHER ASSETS 37,900 TOTAL ASSETS $ 49,544,474 LIABILITIES AND NET ASSETS CURRENT LIABILITIES Accounts payable $ 837,471 Accrued expenses 997,696 Deferred revenues 151,486 Current maturities of paycheck protection loan 1,061,841 Current maturities of long-term debt 188,090 Current maturities of capital leases 14,757 TOTAL CURRENT LIABILITIES 3,251,341 PAYCHECK PROTECTION LOAN, less current maturities 1,352,059 LONG-TERM DEBT, less current maturities 584,386 CAPITAL LEASE OBLIGATION, less current maturities 33,599 TOTAL LIABILITIES 5,221,385 NET ASSETS Net assets without donor restriction 27,116,022 Net assets with donor restriction 17,207,067 TOTAL NET ASSETS 44,323,089 TOTAL LIABILITIES AND NET ASSETS $ 49,544,474 22 See Notes to Consolidated Financial Statements -3- BOYS & GIRLS CLUBS OF THE VALLEY, INC. CONSOLIDATED STATEMENT OF FUNCTIONAL EXPENSES Period from Inception (January 1, 2020) to June 30, 2020 Social Adjustment, Development and Management Recreation and Programs General Fund raising_ Total Personnel costs: Salaries $ 4,720,759 $ 301,951 $ 580,060 $ 5,602,770 Employee benefits 482,326 40,979 73,439 596,744 Payroll taxes 364,377 29,500 49,192 443,069 Total personnel costs 5,567,462 372,430 702,691 6,642,583 Professional fees 401,235 66,981 76,048 544,264 Supplies 832,224 6,932 4,065 843,221 Occupancy 1,285,680 86,143 3,790 1,375,613 Insurance 199,193 (10,044) (652) 188,497 Telephone 60,659 20,103 1,712 82,474 Conferences, conventions and meetings 37,254 10,086 6,197 53,537 Repairs and maintenance 148,737 24,109 113,936 286,782 Youth assistance 62,752 - - 62,752 Transportation 48,818 718 1,481 51,017 Public relations 22,265 6,757 56,331 85,353 Printing 8,804 1,064 4,408 14,276 Training 6,757 183 224 7,164 National dues 18,477 3,547 1,159 23,183 Professional dues 7,370 25,015 1,988 34,373 Postage 972 801 1,201 2,974 Interest 3,023 12,368 762 16,153 Bank fees 19,180 16,574 24,339 60,093 Other 4,825 19,284 329,341 353,450 Total expenses before depreciation expense 8,735,687 663,051 1,329,021 10,727,759 Depreciation expense 1,084,141 33,714 2,244 1,120,099 TOTAL EXPENSES $ 9,819,828 $ 696,765 $ 1,331,265 $ 11,847,858 23 See Notes to Consolidated Financial Statements -5- BOYS & GIRLS CLUBS OF THE VALLEY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Period from Inception (January 1, 2020)to June 30, 2020 (1) Clubs operations and summary of significant accounting policies Nature of operations - The Boys & Girls Clubs of the Valley, Inc. (the "Clubs"), an Arizona nonprofit corporation, is affiliated with the Boys & Girls Clubs of America, a national organization. The Clubs operate twenty-seven clubhouses, one dental clinic, and an administrative and youth conference center in the Metropolitan Phoenix area. On January 1, 2020 (inception), Boys &Girls Clubs of Metropolitan Phoenix, Inc. ("Metro Phoenix")and Boys & Girls Clubs of the East Valley ("East Valley") entered into an Agreement and Plan of Merger whereby the Metro Phoenix and East Valley combined their resources into a single organization named Boys&Girls Clubs of East Valley— Metro Phoenix, Inc., which was renamed to Boys & Girls Clubs of the Valley, Inc. in March 2020. The Board of Directors of both Metro Phoenix and East Valley ceded control and the two organization merged together under the "carryover method" pursuant to FASB ASC 958-805 effective January 1, 2020. Applying the carryover method requires combining the assets and liabilities recognized in the separate financial statements of the merging entities as of the merger date. The assets and liabilities of Metro Phoenix and East Valley were combined, at their carrying values, as of January 1, 2020. All intra-entity transactions were eliminated. The Clubs provide a safe place for youth in the Phoenix metropolitan and surrounding areas, particularly those youth living in the most threatening and vulnerable environments. The goal is to engage youth in activities that are fun and enjoyable, while supporting their development. Currently, the clubhouses and outreach youth services affect approximately 15,000 area children ages 6 to 18. All of the programs and activities are designed to help young people have a safe place to learn, grow and to participate in life-enhancing programs and character development experiences.The Clubs focus on programs organized around four priority outcomes:Academic Success, Good Character&Leadership, Healthy Choices and Career Pathways &Workforce Readiness. These programs help youth develop a positive self-identity, a sense of belonging to a community, educational, employment, social, emotional and cultural competencies; and the values enabling them to develop positive relationships with others. Youth who enter the world with these capacities can become responsible citizens and leaders who make meaningful contributions and live successful lives. The Clubs operate the Mesa Arts Academy (the "Academy"),- a charter school directed by the Clubs. The Clubs has a stated mission for the Academy to provide an excellent basic education for students in grades K through 8 through the use of an arts-based curriculum which provides a continuum of education using the mediums of art, drama, dance, music, and other activities. The Academy operates under a charter contract with the Arizona State Board for Charter Schools which mandates policy and operational guidelines. The Academy is funded primarily through state equalization assistance. Basis of presentation - The accompanying consolidated financial statements are presented in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC') 958-205, Not-for-Profit Entities — Presentation of Financial Statements. Under FASB ASC 958-205, the Clubs are required to report information regarding their financial position and activities according to the following net assets classifications: Net assets without donor restrictions Net assets that are not subject to donor-imposed restrictions and may be expended for any purpose in performing the primary objectives of the Clubs. These net assets may be used at the discretion of the Clubs' management and the board of directors. 24 -7- BOYS & GIRLS CLUBS OF THE VALLEY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Period from Inception (January 1, 2020)to June 30, 2020 (1) Clubs operations and summary of significant accounting policies (continued) In the absence of the transfer of commensurate value from the Clubs to the resource provider, the Clubs evaluate the contribution for criteria indicating the existence of measurable barriers to entitlement for the Clubs or the right of return to the resource provider. A barrier to entitlement is subject to judgment and generally represents an unambiguous threshold for entitlement that provides clarity to both the Clubs and resource provider whether the threshold has been met and when. These factors may include measurable performance thresholds or limited discretion on the part of the Clubs to use the funds. Should the existence of a measurable barrier to entitlement exist and be accompanied by a right of return of the funds to the resource provider or a release of the resource provider from the obligation, the contribution is treated as a conditional contribution. If both the barrier to entitlement and right of return do not exist, the contribution is unconditional. The Clubs recognize amounts received from unconditional contributions at the time the Clubs receive notification of the award. Contributions that include conditions imposed by the grantor or resource provider are recognized when those conditions are met by the Clubs. The Clubs account for unconditional contributions in accordance with FASB ASC 958-605, Not-for-Profit Entities — Revenue Recognition. Contributions received are recorded as contributions without donor restrictions or contributions with donor restrictions depending on the existence and/or nature of any donor restrictions. All donor-restricted support is reported as an increase in net assets with donor restrictions. When a restriction expires (that is, when a stipulated time restriction ends or purpose restriction is accomplished), net assets with donor restrictions are reclassified to net assets without donor restrictions and reported in the consolidated statement of activities and changes in net assets as net assets released from restrictions. Restricted contributions, where restrictions are fulfilled in the same period in which the contribution is received, are shown as additions to net assets without restrictions. Bequests are recognized as contribution revenue in the period the Clubs receive notification the court has found the will of the donors estate to be valid and all conditions have been substantially met. Cash and cash equivalents - Cash consists of cash and, at times, cash equivalents consisting of highly liquid financial instruments purchased with original maturities of three months or less. Deposits at each financial institution are insured in limited amounts by the Federal Deposit Insurance Corporation ("FDIC"). Promises to give - Unconditional promises to give (pledges) that are to be collected within one year are recorded at net realizable value. Unconditional promises to give that are expected to be collected in future years are initially recorded at the fair value of their estimated future cash flows as of the date of the promise to give through the use of a present value discount technique. In periods subsequent to initial recognition, unconditional promises to give are reported at the amount management expects to collect and are discounted over the collection period using the same discount rate as determined at the time of initial recognition. The discount rate determined at the initial recognition of the unconditional promise to give is based upon management's assessment of many factors, including when the receivable is expected to be collected, the creditworthiness of the other parties, the Clubs' past collection experience and its policies concerning the enforcement of promises to give, expectations about possible variations in the amount or timing, or both, of the cash flows, and other factors concerning the pledge's collectability. Amortization of the discounts is included in support from contributions. Conditional promises to give are recognized when the conditions on which they depend are substantially met. Grants and contracts receivable -Grants and contracts receivable are stated at the amount management expects to collect under the terms of the agreements. Management provides for probable uncollectible amounts, if considered necessary, through a charge to earnings and a credit to a valuation allowance based on their assessment of the current status of the individual amounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to grants and contracts receivable. 25 -9- BOYS & GIRLS CLUBS OF THE VALLEY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Period from Inception (January 1, 2020)to June 30, 2020 (1) Clubs operations and summary of significant accounting Policies(continued) The Clubs received the following donated materials and services for the period from inception (January 1, 2020) to June 30, 2020: Used for Amount Donated leased land and space Program 4,482,291 Other Various 52,075 $ 4_534.366 Donated leased space includes annual agreements between the Clubs and lessors where the Clubs lease shared space for nominal rent.The annual value of the donated leased space is determined through estimates of fair market rent based on observable market inputs. Functional expenses - Expenses are charged to program services, management and general, and fundraising categories based on direct expenditures incurred. Any expenditures not directly chargeable are allocated based on personnel activity or other appropriate indicators as follows: Expense Method of Allocation Salaries and benefits Time and effort Occupancy Square Footage Depreciation Square footage Professional fees Full time equivalent Income tax status -The Clubs qualify as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code ("IRC") and, accordingly, there is no provision for income taxes. In addition, the Clubs qualify for the charitable contribution deduction under Section 170 of the IRC and have been classified as an organization that is not a private foundation. Income determined to be unrelated business taxable income ("UBTI")would be taxable. BG Development, LLC, BGC Managers, LLC, and AZ Youthforce, LLC are treated as disregarded entities for income tax purposes, and accordingly, all income and expenses are passed through to the Clubs. The Clubs evaluate their uncertain tax positions, if any, on a continual basis through review of their policies and procedures, review of their regular tax filings, and discussions with outside experts. The Clubs believe that they have appropriate support for any tax positions taken, and as such, do not have any uncertain tax positions that are material to the consolidated financial statements. The Club's federal Return of Organizations Exempt from Income Tax(Form 990)for the period from inception (January 1, 2020) to June 30, 2020 has not yet been filed. The Clubs was formed under the employer identification number of legacy East Valley. The East Valley federal Return of Organizations Exempt from Income Tax (Form 990) for the fiscal 2017, 2018 and 2019 are subject to examination by the IRS, generally for the three years after they were filed. Fair value measurements-FASB ASC 820, Fair Value Measurements, establishes a common definition for fair value to be applied to accounting principles generally accepted in the United States of America requiring use of fair value, establishes a framework for measuring fair value, and expands disclosures about such fair value measurements. FASB ASC 820 establishes a hierarchy for ranking the quality and reliability of the information used to determine fair values. FASB ASC 820 requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: 26 -11- BOYS & GIRLS CLUBS OF THE VALLEY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Period from Inception (January 1, 2020)to June 30, 2020 (1) Clubs operations and summary of significant accounting policies (continued) In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606), which changed the effective date of the provisions of FASB ASU No. 2014-09. As a result, the new effective dates for public business entities, certain not-for-profit entities, and certain employee benefit plans to apply the guidance in FASB ASU No. 2014-09 is for annual reporting periods beginning after December 15, 2017. All other entities should apply the guidance in FASB ASU No. 2015-09 to annual reporting periods beginning after December 15, 2018. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016. Transition to the new guidance may be done using either a full or modified retrospective method. The Clubs is currently evaluating the full effect that the adoption of this standard will have on the consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lease liability and related right-of-use-asset representing the lessee's right to use or control the asset be recorded on the statement of financial position upon the commencement of all leases except for short-term leases. Leases will be classified as either finance leases or operating leases, which are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in existing lease accounting guidance. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) — Effective Dates for Certain Entities. ASU 2020-05 defers, for one year, the required effective date of ASU 2014-09 for certain entities that have not yet issued their financial statements(or made financial statements available for issuance) reflecting the adoption of ASU 2014-09. Those entities, including the Clubs, may elect to adopt the guidance for annual reporting periods beginning after December 15, 2019 and for interim periods within annual reporting periods beginning after December 15, 2020, or may elect to follow the original effective date for annual reporting periods beginning after December 15, 2018. ASU 2020- 05 also defers the effective date for entities in the "all other" category and public not for profit entities that have not yet issued their financial statements(or made financial statements available for issuance) reflecting the adoption of ASU 2016-02. Therefore, under the amendments, ASU 2016-02 is effective for entities within the"all other' category for fiscal years beginning after December 15, 2021. Early application continues to be permitted. The Clubs has elected to adopt the provisions of ASU 2020-05. With the adoption of ASU 2020- 05, the adoption of ASU 2014-09 will be effective for the annual period ended June 30, 2021. Subsequent events - The Clubs have evaluated events through December 29, 2020 which is the date the consolidated financial statements were available to be issued. (2) Liquidity and availability of resources The following represents the Clubs financial assets at June 30, 2020: Cash and cash equivalents $ 7,997,051 Receivables 4,621,891 Investments 3,002,606 Total financial assets 15,621,548 Less contractual or donor-imposed restrictions: Capital campaign and facilities remodel (728,586) Restricted for specific clubs or programs not expected to be used within the next twelve months (4,198,120) Scholarship fund (382,077) Board designated net assets (76,527) Total financial assets available for general expenditure within the next twelve months 10.236.238 27 -13- BOYS & GIRLS CLUBS OF THE VALLEY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Period from Inception (January 1, 2020)to June 30, 2020 (5) Property and equipment Property and equipment consist of the following as of June 30, 2020 Cost and donated value: Land $ 3,047,495 Buildings and improvements 39,282,813 Furniture and equipment 7,365,180 Construction in progress 161.862 Total cost and donated value 49,857,350 Accumulated depreciation (29,397.934) Property and equipment, net $ 20.459,416 Depreciation expense charged to operations was $1,120,099 in the period from inception (January 1, 2020) to June 30, 2020. (6) Cash surrender value of life insurance The Clubs are the beneficiary of a life insurance policy of a board member. The face amount of the policy is approximately $500,000. The policy is recorded at its cash surrender value. Policy earnings and expenses are included in the accompanying consolidated statement of activities and changes in net assets. (7) Long-term debt Long-term debt includes interest free notes payable to the City of Phoenix for various maintenance and improvement projects at branch locations. The principal balance of the notes is forgiven from the certificate of completion date (November 19, 2009, March 19, 2010, June 30, 2011, January 31, 2013, February 24, 2014, May 28, 2015, May 24, 2016, May 8, 2017 and November 1, 2018 respectively) over 10 years, at 20 percent per year over the last five years of the term of the notes, provided the properties are used exclusively for low and moderate income persons or eligible programs. If the Clubs fail to comply with the grant restrictions, the Clubs will be required to repay the full amount of the notes on demand. At June 30, 2020, $324,077 were outstanding under these notes. The Clubs entered into a$1,500,000 line of credit during fiscal 2016.The line is for a period of 5 years, carries a fixed 3.50% interest rate, and is amortized over a 7-year term. The line is collateralized by securities of the Foundation. At June 30, 2020, $448,399 was outstanding under this line of credit. The Clubs paid the full outstanding balance of the line of credit in December 2020. During fiscal 2016, the Clubs obtained a $300,000 line of credit which has a maturity date of July 1, 2020. In July 2020, the Clubs extended the maturity date of the line of credit to August 1, 2021. Interest will be the indexed rate of the lender, which is their prime rate. The indexed rate was approximately 3.25% at June 30, 2020. No amounts are outstanding under this line of credit. The Clubs has a$500,000 operating line of credit with a bank, with interest payable at LIBOR rate plus 4.19% with no maturity date. At June 30, 2020, no amounts are outstanding under this line of credit. 28 -15- BOYS & GIRLS CLUBS OF THE VALLEY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Period from Inception (January 1, 2020)to June 30, 2020 (9) Net assets with donor restrictions (continued) Net assets released from net assets with donor restrictions during the period are as follows: Purpose restrictions: Capital campaign and facilities remodel $ 65,507 Restricted for specific clubs or programs 1,326,328 Scholarship fund 34,598 Time restrictions: United Way 135,874 Donated land and space leases 468,985 Other 80,000 Restricted interest in Foundation net assets 140.697 Total releases from net assets with donor restrictions 2.251 9U During the period from inception (January 1, 2020) to June 30, 2020, two donors changed the intent of their contributions and released all previously communicated restrictions. The Clubs reclassified the contributions where the donors changed their intent, totaling $1,140,390, from net assets with donor restrictions to net assets without donor restrictions in the consolidated statement of activities and changes in net assets. (10) Commitments and contingencies Litigation - From time to time, the Clubs are involved in various legal actions, occurring in the normal course of business. In the opinion of management based on consultation with legal counsel, losses, if any, from these matters are covered by insurance or are immaterial. Management believes that a resulting liability, if any, will not materially affect the consolidated financial position or results of operations. Operating leases-The Clubs have various operating leases for equipment,which expire through fiscal 2032. Minimum future rental payments under these noncancellable operating leases are as follows: Years Ending June 30, 2021 $ 224,516 2022 213,909 2023 180,588 2024 119,211 2025 58,785 Thereafter 327.848 Total minimum future rental payments $ 1 j24.857 The operating leases make no provisions for renewal options, however, in the normal course of business the Clubs will either renew the leases or seek other arrangements. Rent expense was $146,618 in the period from inception (January 1, 2020) to June 30, 2020. 29 -17- BOYS & GIRLS CLUBS OF THE VALLEY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Period from Inception (January 1, 2020)to June 30, 2020 (12) Related party transactions (continued) The Foundation reimbursed the Clubs $80,594 for operational activity costs that were conducted by staff of the Clubs during the period. These revenues are included in the accompanying statement of activities and changes in net assets within other support and revenues. Accounts receivable from the Foundation related to reimbursement of operational activity costs was$128,816 at June 30, 2020 and is included in receivables in the accompanying consolidated statement of financial position. (13) Interest in Foundation net assets The Clubs and the Foundation, a separate 501(c)(3) organization, are financially interrelated organizations as defined by FASB ASC 958-605, Not-for-Profit Entities - Revenue Recognition. The Foundation has a separate Board of Trustees of which the Clubs do not have a controlling interest. The Foundation collects and manages funds exclusively for the benefit of the Clubs. As such, the Clubs are the beneficiary of and have an explicit ongoing economic interest in the net assets of the Foundation. The economic interest recorded in the accompanying consolidated statement of financial position represents the Clubs' beneficial interest in the net assets of the Foundation. The Clubs' beneficial interest in the net assets of the Foundation totaled $7,670,963 as of June 30, 2020. Summarized financial information of the Foundation as of June 30, 2020 and for the period from inception (January 1, 2020) to June 30, 2020 is as follows: Total assets $ 8,148,242 Total liabilities $ 477,279 Net assets Net assets without donor restrictions 3,315,502 Net assets with perpetual donor restrictions 4,355,461 Total net assets 7.670.963 Total revenue $ 10,131 Investment loss $ (423,366) Total expense $ 471,654 Change in Foundation net assets $ (884.889) The assets of the Foundation consist primarily of investments that are measured at fair value using Level 1 observable inputs. The liabilities of the Foundation consist primarily of amounts due to the Clubs. 30 -19- ADDITIONAL INFORMATION 31 BOYS & GIRLS CLUBS OF THE VALLEY, INC. PRO-FORMA COMBINED STATEMENT OF ACTIVITIES AND CHANGES IN NET ASSETS Period from July 1, 2019 to June 30, 2020 SUPPORT AND REVENUES Contributions and grants $ 18,628,450 Governmental fees 2,483,156 Program service fees 2,325,234 Change in interest in Foundation net assets 384,341 Donated facilities, materials and services 7,472,889 Investment income, net 99,893 Gain on sale of property and equipment 348,752 Change in cash surrender value of life insurance 4,297 Net realized and unrealized investment losses 23,192 Insurance recoveries 8,006 Other 492.773 Total support and revenues before special events and net assets released from restrictions 32,270,983 Special events revenues 2,234,007 Less costs of direct donor benefits (551.445) Gross profit on special events 1,682,562 TOTAL SUPPORT AND REVENUES 33,953,545 EXPENSES Personnel costs 12,837,567 Professional fees 1,292,424 Supplies 1,719,534 Occupancy 3,201,000 Insurance 349,855 Telephone 157,209 Conferences, conventions and meetings 188,691 Repairs and maintenance 659,826 Youth assistance 160,327 Transportation 149,835 Public relations 76,820 Printing 129,568 Training 90,967 National dues 48,459 Professional dues 62,720 Postage 6,756 Interest 42,232 Depreciation 2,313,264 Bank fees 90,254 Other 105,054 TOTAL EXPENSES 23,682,362 CHANGE IN NET ASSETS 10,271,183 NET ASSETS, BEGINNING OF PERIOD 34,051,906 NET ASSETS, END OF PERIOD $ 44,323,089 32 See Independent Auditors' Report on Additional Information -22- BOYS & GIRLS CLUBS OF THE VALLEY, INC. NOTES TO THE SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS Period from July 1, 2019 to June 30, 2020 (1) Basis of presentation The accompanying Schedule of Expenditures of Federal Awards (the"Schedule") includes the federal grant activity of Boys & Girls Clubs of the Valley, Inc. under programs of the federal government for the period from January 1, 2020 to June 30, 2020 and the federal grant activity of Boys&Girls Clubs of the East Valley, Inc. under programs of the federal government for the period from July 1, 2019 to December 31, 2019. Boys &Girls Clubs of the Valley, Inc. is incorporated under the employer identification number previously assigned to Boys & Girls Clubs of the East Valley, Inc. and as such, the Schedule includes all expenditures of federal awards not previously presented. The information in this Schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards ("Uniform Guidance"). Because the Schedule presents only a selected portion of the operations of Boys&Girls Clubs of the Valley,Inc., it is not intended to and does not present the consolidated financial position, changes in net assets or cash flows. Boys & Girls Clubs of the Valley, Inc,and Boys&Girls Clubs of the East Valley, Inc. did not provide federal awards to sub-recipients during the period from July 1, 2019 to June 30, 2020. (2) Summary of significant accounting policies Expenditures reported on the Schedule are reported on the accrual basis of accounting. Such expenditures are recognized following, as applicable, either the cost principles contained in OMB ("Office of Management and Budget') Circular A-122, Cost Principles for Non-profit Organizations, or the cost principles contained in Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, wherein certain types of expenditures are not allowable or are limited as to reimbursement. Boys & Girls Clubs of the Valley, Inc. has elected not to use the 10-percent de minimis indirect cost rate allowed under the Uniform Guidance. (3) Loans outstanding Boys & Girls Clubs of the Valley, Inc. has loans outstanding for various maintenance and improvement projects at branch locations which are funded through Community Development Block Grants. Loans outstanding at the beginning of the year are included in the federal expenditures presented in the accompanying schedule of expenditures of federal awards. The balance of loans outstanding at June 30, 2020 consists of: Federal Pass- Federal Grantor/Program/Pass Through CFDA Through Federal Aaency Number Number Expenditures U.S. Department of Housing and Urban Development Passed through the City of Phoenix Community Development Block Grants/Entitlement Grants 14.218 City of Phoenix 144193-0 $ 42,000 City of Phoenix 141741 35,700 City of Phoenix 139791-0 30,519 City of Phoenix 136847-0 60,000 City of Phoenix 132809 48,698 City of Phoenix 127427 10,200 City of Phoenix 129690 21,960 City of Phoenix 148940 75,000 Total loans outstanding $ 324 77 33 -25- Compliance and Other Matters As part of obtaining reasonable assurance about whether Boys & Girls Clubs of the Valley, Inc.'s consolidated financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the consolidated financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of Boys & Girls Clubs of the Valley, Inc.'s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Boys & Girls Clubs of the Valley, Inc.'s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. W# � L' ?C. December 29, 2020 34 Opinion on Major Federal Programs In our opinion, Boys & Girls Clubs of the Valley, Inc. complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each major federal program for the period from July 1, 2019 to June 30, 2020. Report on Internal Control Over Compliance Management of Boys&Girls Clubs of the Valley, Inc. is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered Boys& Girls Clubs of the Valley, Inc.'s internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for the major federal program and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of Boys & Girls Clubs of the Valley, Inc.'s internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. December 29, 2020 35 BOYS & GIRLS CLUBS OF THE VALLEY, INC. SCHEDULE OF FINDINGS AND QUESTIONED COSTS Period from July 1, 2019 to June 30, 2020 Section II-Financial Statement Findings None noted Section III- Federal Awards Findings None noted Section IV-Status of Prior Years Findings None 36 -31- BOYS AND GIRLS CLUBS OF THE VALLEY, INC. PROPOSED BUDGET For the 2021-2022 Fiscal Year ADOPTED BUDGET 7/21-6/22 REVENUES United Way 350,000 Special Events- net of expenses 1,915,454 Contributions 8,506,353 Government Funding 3,899,094 In-Kind Donations 150,000 BGCAZ Foundation 625,000 Program Fees 1,319,342 Misc Earned Income 1,231,660 Released from Restrictions 950,000 TOTAL REVENUES 18,946,903 EXPENSES Salaries, Benefits, ER Taxes 12,533,768 Contracted Services 1,113,900 Supplies 1,492,600 Telephone/Internet 160,000 Occupancy 1,564,166 Equipment& Equip/Maint. 634,700 Printing/Public Relations/Postage 356,755 Transportation 101,600 Conferences, Meetings,Trainings 218,715 National and Organizational Dues 68,000 Youth Related Expenses 120,500 Insurance 491,699 Miscellaneous/Loan Interest 90,500 TOTAL EXPENSES 18,946,903 NET SURPLUS/LOSS (0) 37 2.Financial Statement Boys & Girls Clubs of the Valley Balance Sheet - 100 & 200 12/31/2021 vperasing 12/31/2021 Total Assets Cash $7,290,510.00 Receivables $7,684,199.50 Other Current Assets $85,874.27 Property&Equipment $18,679,444.63 Investments $6,340,215.24 Other Assets $11,846,066.11 Total Assets $51,926,309.75 Liabilities Accounts Payable $467,433.17 Accrued Expenses $101,425.17 Deferred Revenues $735,440.38 Other Current Liabilities $2,500.00 Long Term Liabilities $499,082.79 Total Liabilities and Net Assets $1,805,881.51 Net Assets Without Restrictions $24,702,990.33 With Restrictions $9,186,945.75 Total Net Assets $33,889,936.08 38 Boys & Girls Clubs of the Valley Income Statement - BGCAZ 7/1/21 - 1/31/22 Actual Revenues United Way $199,677.53 Special Event Revenues $455,656.46 Contributions $9,023,173.38 Govt Funding $2,068,965.04 In-Kind Donations $98,343.63 BGCV Foundation $0.00 Club Revenues $867,020.09 Other MAA Revenues $15,216.75 Misc Income $485,434.99 Total REVENUES $13,207,772.92 Expenses Salaries $6,415,685.82 Benefits $615,186.15 Payroll Taxes $552,837.46 Contracted Services $697,491.38 Supplies $949,713.12 MAA Expenses $73,325.71 Telephone $83,268.03 Postage $994.57 Occupancy $1,016,074.63 Equipment $261,076.23 Printing/Pub Relations $274,655.09 Transportation $52,416.71 Conference,Mtgs,Trainings $61,524.70 Organizational Dues $48,143.55 National Dues $0.00 Youth Related Expenses $61,097.66 Insurance $300,945.49 Miscellaneous $61,163.93 Loan Interest $7,733.35 Special Event Expenses ($9,275.40) Total Expenses $12,333,861.16 Transfers 100-9000-120-999-9999 INTER-FUND TRANSFER-SAME CORP.PSC No P Defa $128,500.02 100-9000-129-PGM-9999 INTER-FUND TRANSFER-SAME CORP.Gran Prog Defa $833.32 200-9000-135-PGM-9999 INTER-FUND TRANSFER-SAME CORP.Pars Prog Defa $194,172.85 200-9000-220-999-9999 INTER-FUND TRANSFER-SAME CORP.AZ Y No P Defa $187,167.78 200-9000-999-999-9999 INTER-FUND TRANSFER-SAME CORP.No L No P Defa $119,708.03 200-9000-999-EDU-9999 INTER-FUND TRANSFER-SAME CORP.No L Educ Defa $17,686.13 Total $648,068.13 BEGINNING FUND BALANCE $0.00 NET SURPLUS/(DEFICIT) $873,911.76 ENDING FUND BALANCE $873,911.76 39 #3- Detailed Expenditure Statement Boys & Girls Clubs of the Valley Superstition Mountain Branch FY 2020- 2021 City of AJ Approved Funding Actual FY 20/21 for 20/21 SUPPORT & REVENUES Contributions $26,512 City of Apache Junction $22,568 $16,700 Other State/Federal Funding $7,781 $7,781 United Way Allocations Special Event - Net of Expenses Membership Dues/Program Fees $69,094 Rental Income $7,800 Corporate Board Allocation Total SUPPORT & REVENUES $133,755 $24,481 EXPENDITURES Salaries $194,108 $14,863 Employee Benefits $27,955 $1,837 Occupancy $75,609 $7,781 Insurance $17,518 Program Supplies $6,698 Printing & Publications $647 Conferences/Trainings/Meetings $487 Vehicle Costs $581 Professional Fees/Contracts $21 Equipment Rental/Repair $3,150 Depreciation $4,562 Bank Fees and Misc Expenses $1,172 Total EXPENDITURES $332,508 $24,481 REVENUES IN EXCESS OF EXPENDITURES ($198,753) $0 40 4. OTHER FUNDING BOYS & GILLS CLUBS OF THE VALLEY 2020-2021 Fiscal Year Top Ten Funders The Bob & Renee Parsons Foundation 540,000 Chandler Compadres, Inc. 467,000 Boys & Girls Clubs of America 334,500 Taco Bell Foundation, Inc. 314,188 Simone Charitable Foundation, Inc. 250,000 Panda Cares Foundation 240,000 Pharos Foundation 225,000 The Thunderbirds 173,371 The Clubhouse Network, Inc. 145,000 JKH Consulting Services 113,550 41 5. Client service information as applicable to city residents(may not apply in all cases). N/A 42 6.PROOF OF NON-PROFIT STATUS ENDIRS Department of the Treasury Internal 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 ahc 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. , 43 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 44 7. BYLAWS OF INCORPORATION 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, 45 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 46 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 47 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 48 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 49 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 50 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 51 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 52 (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 53 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 54 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 55 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 56 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 57 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 58 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: Oupe— Title: Chairperson I I [Signature Page to Amended and Restaled By-Gaii,s] 59 #8. Apache Junction Other Government Funding Source and amount of funding received from other governmental agencies City of Avondale $ 5,000 City of Chandler $ 55,000 Town of Gilbert $ 50,000 City of Glendale $ 6,000 City of Goodyear $ 8,000 City of Mesa $ 18,000 City of Peoria $ 40,000 City of Phoenix $ 30,000 City of Tempe $ 31,295 Maricopa County $ 200,000 60 i c- Name ewl G10 VJ4%J,-bj,( Title: Secretary 4 i t i Et E f f [Signature Page h,Amended and RtwaJed ev-Laws] 61 9. Board Members Boys & Girls Clubs of the Valley 2021/2022 Board of Directors w/Affiliations (as of November 17, 2021) Dale Adams, General Manager, Gila River Arena Allan Allford, President/CEO, Delta Dental of Arizona Jack Barry, Chairman & CEO —Arizona Region, Enterprise Bank & Trust Michael Basil, VP ETF Specialist/Financial Wholesaler, First Trust James Bazlen, Community Volunteer David Bloss, Sr., Community Volunteer James Bosserman, Professor of Practice, Arizona State University Jim Brewer, CPA, Price waterhouse Coopers LLP Maria Brink, General Manager, Toyota/Lexus Financial Services Glynis Bryan, CFO, Insight Enterprises, Inc. Clarissa Cerda, General Counsel and Secretary, Pindrop Security Tom Collins, Insurance - Chief Underwriting Officer, CopperPoint Insurance Neal S. Crapo, Executive VP, Commercial Banking, Wells Fargo David Crummey, Real Estate Development Manager, Newtown CDC Alan Detata, President, Mutual of Omaha Bank Freddie Dobbins, Senior Engineer, SRP Robert E. Dubberly, CPA/Partner, KPMG LLP Mark S. EI-Tawil, CFO, Blue Cross Blue Shield of AZ Patrick Epum, Vice President, BMO Harris Bank Thomas Fletcher, VP Global Partnerships, Phoenix Suns Dion Geary, Human Resources Leader David Gifford, CPA/Office Managing Partner, Grant Thornton LLC Amy Gittler, Shareholder, Jackson Lewis PC Darius Green, Managing Broker, Keyser Kami Hoskins, Assistant General Counsel — Legal Training, GoDaddy Jackie Hunter, Community Volunteer James Katzman, Community Volunteer Linda Little, President -Arizona Region, iHeartMedia Inc. Charles Lotzar, Attorney at Law, Lotzar Law Firm, PC Jeffrey Lowe, Arizona Market President, MidFirst Bank Michael Melaragni, General Manager/IT Applications, Arizona Public Service Cullen Maxey, Executive VP, Business Operations & Chief Revenue Officer, Arizona Diamondbacks Kevin McHolland, Partner, Ernst & Young LLP Robert Micera, Micera Real Estate Investments LLC James (Bubba) R. Moffett, Jr., President, Crescent Crown Distributing LLC Tim Richards Muehlhausen, President, TR Media Steven Ortega, Chairman, Leslie's, Inc. Glenn A. Pahnke, AWM, Managing Director— Financial Advisor, RBC Wealth Management Amy Patel, Tax Sr. Manager, Deloitte Tax LLP 62 Bart Patterson, CEO, Clear Title Agency David Rails, President, Commit Agency William Rau, VP Surface Ship Warfare Systems, General Dynamics Mission Systems Michael Romano, Campus President, Universal Technical Institute (UTI) Steve Ryan, Sr. Vice President, Business Development, Arizona Cardinals Football Club Jody Sarchett, Executive VP/Sales, Lovitt-Touche Inc. Meg Sassaman, Attorney, YAM Worldwide Mark Schouten, Owner/President, Diversified Roofing Shelly Sexton, Customer Engineering Lead, Google Kimberly D. Shepard, Market President, Cigna George Spelius, Business Development/Area Sales Manager, Safelite Auto Glass Jim Stabilito, Sr. Vice President, Lockton Companies Diana Vowels, Community Volunteer Sean Waltz, SVP, Wealth Management Advisor, Merrill Lynch Basil Zaidi, SVP — Commercial Banking, BBVA BOARD LIAISONS Travis Anglin, Owner, Men's Apparel Club Connect Liaison and Security Committee David Crummey, Real Estate Development Manager, Newtown CDC MAA Liaison Steven James, Managing Director, Summit Financial Compadres Liaison Glenn A. Pahnke, AWM, Managing Director— Financial Advisor, RBC Wealth Management Foundation Liaison 63 /Z/� Boys & Girls Clubs of the Valley 2021/2022 Board Trustees w/Affiliations (as of November 17, 2021) Wayne Allcott, Community Volunteer Gary Brown, President, Brown Group, Inc. W. Thomas Castleberry, Community Volunteer Warner A. Gabel, III, President & Designated Broker, Gabel Investments, Inc. John Gleason, (Past Board Chair), Community Volunteer William Gruwell, President, Courtesy Chevrolet W.G. (Fred) Homes, (Past Board Chair), Chief Executive Officer, Homes & Sons Contractors Inc. Karlene Keogh Parks, (Past Board Chair), Community Volunteer Jeffrey Levinson, (Past Board Chair), Manager, Harvest Moon Farms LLC George Long, Senior Vice President, Ross Property Advisors Ralph Marchetta, General Manager/Senior Vice President, Talking Stick Resort Arena Kimberly J. McWaters, (Past Board Chair) President & CEO, Fresh Start Women's Foundation Paul F. Muscenti, Chairman, Arizona Bank & Trust William Peltier, (Past Board Chair), Community Volunteer Mark Peterson, President, Hot Tacos, Inc. Patrick Ray, (Past Board Chair), Community Volunteer Edward Robson, (Past Board Chair), Chairman of the Board, Robson Communities Buzz Sands, Owner, Sands Chevrolet Diane Thorn, (Past Board Chair), Community Volunteer Craig Thorn, Community Volunteer Scott Thorn, Community Volunteer David Wilder, (Past Board Chair), Community Volunteer 64 �° PQACHf�G�pp City of Apache Junction � .--- 300 East Superstition Blvd •Apache Junction,AZ 85119 • // gRIZO www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request 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 Health & Human Services Commission I Apache Junction, AZ - Official Website (apacheiunctionaz.gov). 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.https://www.apacheeunctionaz.gov/a'code. Application Due Date January 31, 2022 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. Applications can be submitted in person to the City Clerk's Office or via e-mail to hhsc(ab-apacheiunctionaz.gov. City offices are open Monday through Thursday, 7:00 am to 6:00 pm. 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 1 �° PQACHf�G�pp City of Apache Junction i 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request for Financial Assistance Required Documentation per Ordinance No. 659 1. Most recent audit report 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 2 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Agency Information Name of Agency 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 3 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request 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 4 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance 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. Does your agency have adequate capacity to complete the project being Yes requested? 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.211 Arizona.org website? No 5 5 o� "f✓G�Op Cityof Apache Junction.Z =s 300 East Superstition Blvd •Apache Junction,AZ 85119 • // l lJ gpIZ.0, www.apachejunctionaz.gov • (480) 982-8002 c HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Yes Have you participated in a Project Connect event in the past? Yes Have you participated in a Health and Wellness Expo in the past? 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 Yes Do you have current By Laws signed by the Board of Directors?* 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 6 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request 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. 7 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request 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. 8 8 � PPACHf�Gti-z City of Apache Junction - V / 300 East Superstition Blvd • Apache Junction, AZ 85119 • / �R�zoNP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Is there local documentation which identifies this as a problem? Yes, through Development Services and AJCDC documented project completions to include recaps and photo's Has the city or the commission identified this as a problem? Yes, through AJ Development Services Department 9 9 �° PQACHf✓G�pO City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '4R1Z.0 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION gym' Request 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. 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? Current and Recent 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 10 � PPACHf�Gti-z City of Apache Junction - -..- �-y� 300 East Superstition Blvd • Apache Junction, AZ 85119 p '9RIZON P www.apachejunctionaz.gov • (480) 982-8002 &,;!�1-u HEALTH & HUMAN SERVICES COMMISSION Request 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 16 Sponsors for the Purchase of Volunteer Safety T-Shirts = $3,400 annual supply And many other local AJ business service companies and volunteers providing "In Kind" Donations our largest Event "Make A Difference Day" resulted in $13,380 to our community. 11 11 �° PQACHf✓G�pO City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONT : Request 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 Revitalization Clean it Volunteers Co-ordination ofall resources Reduced Code Cases Improved property Happy Citizens 12 12 � PPACHf�Gti-z City of Apache Junction - V / 300 East Superstition Blvd • Apache Junction, AZ 85119 • / 9R/Z01A www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request 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 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) are received from the City of Apache Junction. This allows for the project completions and funding for each individual project - all projects have a different need / or resource IE: Garbage removal requires Container and Dump Fee's THE AJCDC solicits donations for the project and completes it accordingly. 13 13 �° PQACHf✓G�pO City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request 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 1,840.00 1,200.00 1,750.00 1,470.00 $ 6,260.00 2 $ 3 $ 4 $ 5 $ 6 $ 7 $ 8 $ 9 $ 10 $ Total $ 1,840.00 $ 1,200.00 $ 1,750.00 $ 1,470.00 $ 6,260.00 What percentage of the project budget is being requested? 100 What percentage of your budget is the requested funding? 100 14 14 �° PQACHf✓G�pO City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '4R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request for Financial Assistance Narrative Please provide a detailed budget narrative for each itemized expense. 1 Administrative, Insurance, Website & email, Postage, Printing, Office supplies, Misc 2 Community Revitalization, Equipment, dump fees, misc. other 3 4 5 6 7 8 9 10 15 15 �° PQACHf✓G�pO City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request 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 Revitalization Code Cases Elderly Happy As needed Completion 2 MADD Day of Service Community Happy Annual Visual 3 4 Completed applications and documents can be submitted in person to the City Clerk's Office or via e-mail to hhsc(ciapachejunctionaz.gov. City offices are open Monday through Thursday, 7:00 am to 6:00 pm. 16 16 �° PQACHf✓G�pO City of Apache Junction i 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request for Financial Assistance Scoring Rubric 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 required documentation 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 17 Superstition Community Food Bank [1-1110 575 N. Idaho Road, Suite 701 . Apache Junction, SUPERSTITION Q L6AZ 85119-4015 D Phone:480-983-2995 . Email:info@superstitionfoodbank.org Web:superstitionfoodbank.org "Working Together to Feed the Hungry in East Valley Communities" 2022 Board of Directors Lynn Hanson, President Mike Stoddard, Treasurer Patricia Palermini, Secretary Sharon Allison-Brown, member Randy Beringer, member Reggie Garnett, member Tom Hall, member Gary Kloefkorn, member 3/30/21 18 APACHE JUNCTION REACH OUT,INC Annual Financial Statements and Independent Accountants' Review Report December 31,2020 19 TABLE OF CONTENTS INDEPENDENT ACCOUNTANTS'REVIEW REPORT ..................................................... 1 Financial Statements Statementof Financial Position................................................................................................ 2 Statementof Activities.............................................................................................................. 3 Statement of Functional Expenses............................................................................................ 4 Statementof Cash Flows.......................................................................................................... 5 Notes to Financial Statements................................................................................................... 6 20 COLBY & POWELL, PLC C18P CERTIFIED PUBI.Ik .!CCOUNTANTS 1535 W.Harvard Avenue,Suite 101•Gilbert,Arizona 85233 Tel:(480)635-3200 • r-=(480)635 3201 INDEPENDENT ACCOUNTANTS' REVIEW REPORT To the Board of Directors Apache Junction Reach Out,Inc. Apache Junction,Arizona We have reviewed the accompanying financial statements of Apache Junction Reach Out, Inc., which comprise the statement of financial position as of December 31, 2020, and the related statements of activities, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements. A review includes primarily applying analytical procedures to management's fmancial data and making inquiries of management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statement.Accordingly,we do not express such an opinion. Management's Responsibility for the Financial Statement Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America;this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Accountants'Responsibility Our responsibility is to conduct the review in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether we are aware of any material modifications that should be made to the financial statement for it to be in accordance with accounting principles generally accepted in the United States of America.We believe that the results of our procedures provide a reasonable basis for our conclusion. Accountants' Conclusion Based on our review,we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America. � Gilbert,Arizona August 16,2021 - 1 - 21 APACHE JUNCTION REACH OUT,INC. Statement of Financial Position December 31,2020 ASSETS Current Assets Cash $ 603,919 Investments 388,956 Inventory 65,834 Prepaid Expenses 850 Other current assets-in kind 2,708 Total current assets 1,062,267 Property&equipment,net 167,419 TOTAL ASSETS $ 1,229,686 LIABILITIES AND NET ASSETS Current Liabilities Accounts payable $ 12,809 Accrued expenses 19,388 Deferred revenues 7,417 Notes payable 35,038 Capital lease payable 3,739 Total current liabilities 78,391 Net Assets Without donor restrictions 1,047,009 With donor restrictions 104,286 TOTAL NET ASSETS 1,151,295 TOTAL LIABILITIES AND NET ASSETS $ 1,229,686 See accompanying notes and accountants'report. -2- 22 APACHE JUNCTION REACH OUT,INC. Statement of Activities For the Year Ended December 31,2020 Without Donor With Donor Restrictions Restrictions Total Revenue Donated food $ 2,211,688 $ - $ 2,211,688 Grant funds 160,804 - 160,804 Contributions 593,658 - 593,658 Miscellaneous 2,395 - 2,395 Inkind contributions 37,000 - 37,000 Unrealized gain on investments 17,438 - 17,438 Interest 4,923 1,652 6,575 Total revenues and support before special events 3,027,906 1,652 3,029,558 Special events: Revenue from special events 39,743 - 39,743 Less cost of special events 1,740 - 1,740 Gross profit from special events 38,003 - 38,003 Total revenues 3,065,909 1,652 3,067,561 Expenses Program services Food assistance 2,557,241 - 2,557,241 Supporting activities Management and general 55,509 - 55,509 Fund raising 96,356 - 96,356 Total expenses 2,709,106 - 2,709,106 Increase in net assets 356,803 1,652 358,455 NET ASSETS AT BEGINNING OF YEAR 690,206 102,634 792,840 NET ASSETS AT END OF YEAR $ 1,047,009 $ 104,286 $ 1,151,295 See accompanying notes and accountants'report. -3 - 23 APACHE JUNCTION REACH OUT,INC. Statement of Functional Expenses For the Year Ended December 31,2020 Program Supporting Services Activities Food Management Fund Total Assistance and General Raising Expenses Salaries $ 972838 $ 39,134 $ 58,704 $ 195,676 Payroll taxes and benefits 9,552 3,815 5,731 19,098 Employee related expenses 107,390 42,949 64,435 214,774 Donated food distributed 2,271,338 - - 2,271,338 Miscellaneous 41,248 9,433 12,570 63,251 Facility rent-inkind 37,000 - - 37,000 Purchased food and packaging 40,936 - - 40,936 Depreciation 17,030 - - 17,030 Professional services 7,766 - 7,765 15,531 Rent and utilities 9,981 1,400 2,996 14,377 Repairs and maintenance 10,351 - 425 10,776 Insurance 5,043 1,178 2,916 9,137 Supplies 8,079 - 898 8,977 Office expense 474 - 4,270 4,744 Travel 605 121 81 807 Interest expense - 428 - 428 Total expenses $2,557,241 $ 55,509 $ 96,356 $2,709,106 See accompanying notes and accountants'report. -4- 24 APACHE JUNCTION REACH OUT,INC. Statement of Cash Flows For the Year Ended December 31,2020 Cash Flows from Operating Activities Increase in net assets $ 358,455 Adjustments to reconcile change in net assets to net cash provided by operating activities Depreciation 17,030 Unrealized gain(loss)on investments 17,438 (Increase)decrease in assets: Accounts receivable 3,200 Inventory 65,104 Prepaid expenses (850) Other current assets (2,141) Increase(decrease)in liabilities: Accounts payable 5,414 Accrued expenses 16,107 Deferred revenue 6,850 Total adjustments 128,152 Net cash provided by operating activities 486,607 Cash Flows from Investing Activities Redemption of investments 57,581 Purchase of equipment (146,391) Net cash used by investing activities (88,810) Cash Flows from Financing Activities Proceeds from notes payable 35,038 Principal payments on notes payable (18,692) Net cash provided by financing activities 16,346 Net increase in cash 414,143 Cash-Beginning of year 189,776 CASH-END OF YEAR $ 603,919 Supplemental Disclosures: Cash payments for interest totaled$428 Noncash Investing and Financing Activities: A capital lease obligation of$22,431 was incurred when the Organization entered into a lease for a new vehicle. See accompanying notes and accountants'report. -5 - 25 APACHE JUNCTION REACH OUT,INC. Notes to Financial Statements December 31,2020 NOTE 1-11 ATURE OF ACTIVITIES 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. 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 two classes of net assets that are based upon the existence or absence of restrictions on use that are placed by its donors: net assets without donor restrictions and net assets with donor restrictions. Net assets without donor restrictions are resources available to support operations and not subject to donor restrictions. The only limits on the use of net assets without donor restrictions are the broad limits resulting from the nature of the Organization,the environment in which it operates, the purposes specified in it corporate documents and its application for tax-exempt status, and any limits resulting from contractual agreements with creditors and others that are entered into in the course of its operations. Net assets with donor restrictions are resources that are subject to donor-imposed restrictions. Some restrictions are temporary in nature, such as those that are restricted by a donor for use for a particular purpose or in a particular future period. Other restrictions may be perpetual in nature; such as those that are restricted by a donor that the resources be maintained in perpetuity. The Organization's unspent contributions are reported in net assets with donor contributions if the donor limited their use, as are promised contributions that are not yet due. Contributions of property and equipment or cash restricted to acquisition of property and equipment are reported as net assets with donor restrictions if the donor has restricted the use of the property or equipment to a particular program. These restrictions expire when the assets are placed in service. The Organization's donor-restricted endowment funds, including the unspent appreciation of the endowment fund and the portion of the Organization's donor-restricted endowment funds that the Organization is committed to maintaining in perpetuity are classified in net assets with donor restrictions. -6- 26 APACHE JUNCTION REACH OUT,INC. Notes to Financial Statements December 31,2020 NOTE 1—NATURE OFACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-Continued When a donor's restriction is satisfied, either by using the resources in the manner specified by the donor or by the passage of time, the expiration of the restriction is reported in the financial statements by reclassifying the net assets from net assets with donor restrictions to net assets without donor restrictions. Estimates — The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly,actual results could differ from those estimates. Cash and Cash Equivalents—For purposes of the Statements of Cash Flows, the Organization considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents,unless the investments are held for meeting restrictions for purchase of property and equipment,payment of long-term debt,or endowment. Investments — The Organization reports investments in equity securities with readily determinable fair values and all investments in debt securities at their fair values in the Statement of financial Position. Unrealized gains and losses are included in the change in net assets in the accompanying Statement of Activities. 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. Property and Equipment—All acquisitions of property and equipment in excess of$1,000 and all expenditures for repairs, maintenance, renewals, and betterments that materially prolong the useful lives of assets are capitalized.Property and equipment are carried at cost or, if donated, at the approximate fair value at the date of donation. Depreciation is computed using the straight- line method. Donations of property and equipment are recorded as contributions at 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 net assets with donor restrictions to net assets without donor restrictions at that time. - 7 - 27 APACHE JUNCTION REACH OUT,INC. Notes to Financial Statements December 31,2020 iYOTE 1—NATURE OFACTI{'ITIES.A YD SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES- Continued Contributions — The Organization accounts for contributions in accordance with FASB ASC 958-605, Not-for-Profit Entities Revenue Recognition. In accordance with FASB ASC 958- 605,contributions received are recorded as support with or without donor restrictions,depending on the existence and/or nature of any donor restrictions. All donor-restricted support is reported as an increase in net assets with donor restrictions. When a restriction expires (that is, when a stipulated time restriction ends or purpose restriction is accomplished), net assets with donor restrictions are reclassified to net assets without donor restrictions and reported in the statements of operations and change in net assets as net assets released from restrictions. However, if a restriction is fulfilled in the same time period in which the contribution is received, the Organization reports the support without donor restrictions. Donated Services—Donated services are recognized as contributions if the services(a)create or enhance nonfinancial assets or(b) require specialized skills, are performed by people with those skills, and would otherwise be purchased by the Organization. Volunteers also provided food distribution and fund-raising services throughout the year that are not recognized as contributions in the financial statements since the recognition criteria were not met. Functional Allocation of Expenses — Expense Allocation — The costs of providing various programs and other activities have been summarized on a functional basis in the Statement of Activities. The Statement of Functional Expenses presents the natural classification of expenses by function. Accordingly, certain costs have been allocated among the programs and supporting services benefited. The expenses that are allocated are allocated on the basis of estimates of time and effort. The following program and supporting services are included in the accompanying financial statements: Food Assistance Encompasses providing provides emergency food services to qualified individuals and families in Apache Junction,Gold Canyon,NW Pinal County,and East Mesa Nfanagement and General includes the functions necessary to maintain an equitable employment program; ensure an adequate working environment; secure proper administrative functioning of the Board of Directors; maintain competent legal services for the program administration, and manage the financial and budgetary responsibilities of the Organization. Fundraising Provides the structure necessary to encourage and secure private financial support from individuals,organizations,and corporations. -8- 2s APACHE JUNCTION REACH OUT,INC. Notes to Financial Statements December 31,2020 NOTE 1—NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-Continued Income Taxes—The Organization is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. However, income from certain activities not directly related to the Organization's tax-exempt purpose is subject to taxation as unrelated business income. In addition, the Organization qualifies for the charitable contribution deduction under Section 170(b)(1)(A) and has been classified as an organization other than a private foundation under Section 509(a)(2). Management's Review — Management has evaluated all of the Organization's events or transactions for subsequent events that would require disclosure in the financial statements through the financial issuance date of August 16,2021. NOTE 2—LIQUIDITY The Organization has $992,875 of financial assets available within 1 year of the balance sheet date to meet cash needs for general expenditure consisting of cash of$603,919, and investments of$388,956. $104,286 of investments is subject to donor restrictions that make it unavailable for general expenditure within one year of the balance sheet date. The Organization has a policy to structure its financial assets to be available as its general expenditures, liabilities, and other obligations come due. NOTE 3—INVESTMENTS The Organization's investments consist of marketable equity securities and mutual funds stated at fair value. Fair value of the investments totaled$388,956 at December 31,2020. NOTE 4 PROPERTYAND EQUIPMENT Property and equipment at December 31,2020,is comprised of the following: Equipment $ 67,349 Furniture&fixtures 23,021 Improvements in progress 100,000 Leasehold improvements 17,535 Other depreciable property 9,800 Vehicles 49,322 267,027 Less accumulated depreciation (99,608) Net property and equipment $ 167,419 Depreciation expense for the year ended December 31,2020,was$17,030. -9- 29 APACHE JUNCTION REACH OUT,INC. Notes to Financial Statements December 31,2020 NOTES—LONG-TERM DEBT Notes Payable - The Organization was granted a $35,038 loan under the Paycheck Protection Program (PPP) administered by a Small Business Administration (SBA) approved partner. The loan is uncollateralized and is fully guaranteed by the Federal government. The Organization is eligible for loan forgiveness of up to 100%of the loan, upon meeting certain requirements. The Organization has recorded a short-term note payable and will record the forgiveness upon being legally released from the loan obligation by the SBA.No forgiveness income has been recorded for the year ended December 31, 2020. The note matures in May 2022 and bears interest at a fixed annual rate of 1%,with the first six months of interest deferred. Capital Leases Payable — The Organization leases a vehicle from Ally Commercial Services Group under a capital lease. The economic substance of the lease is that the Organization is financing the acquisition through the lease, and,accordingly, it is recorded in the Organization's assets and liabilities. The leased vehicle is included in Property and Equipment with a value of$49,322 with related accumulated depreciation of$9,864. The following is a schedule by years of future minimum payments required under the lease together with their present value as of December 31,2020: Payments through year ending December 31,2021 $ 3,914 Less amount representing interest (175) Present value of minimum lease payments $ 3,739 NOTE 6—ENDOl31'1fENT 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"MIFA) as requiring the preservation of the fair value of the original gift as of the gift date of the donor-restricted endowment funds.As a result of this interpretation, the Organization retains in perpetuity and classifies as net assets with donor restrictions (1) the original value of gifts donated to the perpetual endowment, (2) the original value of subsequent gifts to the perpetual endowment, and (3) accumulations to the perpetual 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 retained in perpetuity are subject to appropriation 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 - 10- 30 APACHE JUNCTION REACH OUT,INC. Notes to Financial Statements December 31,2020 NOTE 6—ENDOWMENT-Continued determination to appropriate or accumulate donor-restricted endowment funds: (1) the duration 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. Changes in endowment net assets for the year ending December 31,2020,are as follows: Without Donor With Donor Restrictions Restrictions Total Endowment net assets,beginning $ - $ 102,634 $ 102,634 Earnings - 1,652 1,652 Endowment net assets,ending $ - $ 104,286 $ 104,286 NOTE 7—DONATED FACILITIES For the year ending December 31, 2020, Pinal County has provided a$1 per annum lease with a term of five years ending on January 21, 2020. The amount of fair value of the rent over the $1 lease agreement is has been recorded as an inkind donation. The Organization has estimated that the annual use of the facility is $37,000 which has been recorded in the financial statements as in-kind contributions with a correlating facility rent—in-kind expense of$37,000. NOTE 8—CONCENTRATIONS For the year ended December 31, 2020, 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. - 11 - 31 BANK (SUPERSTITIO 10 FOOD Apache Junction Reach Out, Inc., dba Superstition Community Food Bank Bylaws Article I—Name and Purpose Section 1 — Name: The Apache Junction Reach Out, Inc. (dba Superstition Community Food Bank) is a non-profit organization incorporated under the laws of the State of Arizona in June 1983. Its principal 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 in Maricopa and Pinal Counties. Section 3—Service Area:The service area encompasses Maricopa and Pinal Counties. Article II—Membership Section 1 — Membership: Voting memberships resides with the Board of Directors. Volunteers provide the manpower for the daily 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 Executive Director and/or representatives of the Board of Directors. Other meetings will be held as deemed necessary by the Executive Director 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(21)members.All Board members must reside,work,or be an active volunteer in the Food BanWs service area. Section 2 — Function: The Board of Directors is responsible for the formulation of Food Bank policies,tong term strategic planning,fundraising and special Food Bank projects.It oversees the Food Banljs financial records and is responsible for a yearly audit/review.The Board of Directors January 2021, Garcia 32 will ensure that the Food Bank is following all state-federal and local laws. It will make sure that the Food Bank is adhering to its agreementsicontracts with any of the associated agencies. Section 3—Meetings: The Board of Directors wiU meet six (6)times per year or as needed at a time and place to be 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/her 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 member will be defined by Robert's Rules Of Order 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 one (1) year term. The executive committee will allow an ad hoc board member to the committee without holding an office. 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 d) The Treasurer is responsible for the proper deposition of monetary gifts that the Food Bank receives.The Treasurer will make sure that the financial records are in order and 33 ' WN& 7Q00 NAM Apache Junction Reach Out, Inc., dba Superstition Community Food Bank Bylaws 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 audittreview is conducted by an independent CPA, 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 Committee 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 based on 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,Tittle VI as amended(copy on file) Civil Rights Act of 1968,Title VII as amended(copy on file) Rehabilitation Act of 1973,Section 504 as amended(copy on file) January 2021, Garcia 34 Age Discrimination Act of 1976,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 .... Lynn Han Interim P . ent of the Board Apache Junction Reach Out, Inc. Date: 6 / L 1 / Z 6 Approved 10/20/21 35 Apache Junction Reach Out Inc Account QuickReport January-December 2021 DATE TRANSACTION NUM NAME MEMO/DESCRIPTION ACCOUNT CLR AMOUNT BALANCE TYPE PINAL COUNTY ASSISTANCE 01/13/2021 Journal Entry 517 Inv#2021-002 to Community Development Block PINAL 6,000.00 6,000.00 Grant Program(COVID-19 Public Service Activity) COUNTY for Oct-Dec 2020 ASSISTANCE 04/01/2021 Journal Entry 588 Inv#2021-004 to Community Development Block PINAL 6,000.00 12,000.00 Grant Program(COVID-19 Public Service Activity) COUNTY for Jan-March 2021 ASSISTANCE 07/12/2021 Journal Entry 651 Inv#2021-007 tp Pinal County Community PINAL 6,000.00 18,000.00 Development Block Grant Program(COVID-19 COUNTY public service activity for April-June 2021) ASSISTANCE 10/15/2021 Journal Entry 787 Inv#2021-008 to Pinal County Community PINAL 6,000.00 24,000.00 Development Block Grant Program(COVID-19 COUNTY Public Service Activity for July-Sept 2021) ASSISTANCE Total for PINAL COUNTY ASSISTANCE $24,000.00 ............. $24,000.0 TOTAL Tuesday,January 18,2022 01:28 PM GMT-07:00 1/1 36 C Despsrun of the Treuaury �� iY�IA ►7 n%t .V I Revenue Service Cincinnati Service Center In reply refer to: 0256439164 CINCINNATI OH 45999-0038 Jan. 25, 2022 LTR 4168C 0 **-***4767 000000 00 ti 00008152 $ODC: TE APACHE JUNCTION REACH OUT INC 675 N IDAND RD STE 701 APACHE JCT AZ 85119 036011 Employer ID number: **-***4767 Form 990 required! Y Dear Taxpayer: We're responding to your request dated Jan. 18, 2022, about your tax-exempt status. We issued you a determination letter in NOV 19881 recognizing you as tax-exempt under Internal Revenue Code (IRC) Section 501(c) (03) . We also show you're not a private foundation as defined under IRC Section 509(a) because you're described in IRC Sections 509Ca) (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 , 21060 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) . iIf you have questions, call 877-829-5500 between 8 a.m. and 5 p .m. , 37 0256459164 Jan. 25, 2022 LTR 4168C 0 *e-*ee4767 000000 00 00008753 APACHE JUNCTION REACH OUT INC 575 N IDAHO RD STE 701 APACHE JCT AZ 85119 local time, Monday through Friday (Alaska and Hawaii follow Pacific time) . Thank you for your cooperation. Sincerely yours, ,�;i*y��i M l�t Steve M. Brown, Operations Manager Operations 3-CIN ■ 38 8 a 9 w g o g w S 8 $ $ s 8 Z m Z 2 7 2 2 2 2 D Z > 2 C 7 2 Z i Z F F Z 3 2 Z 3 Z3 2 Z A t Z A Z 2 2 332 8 Z 2 � 0aa a x � Fo c mem g1 C- SS 2c� cc ao%zm � _ m_ m _ :o _ _ g > � a � a ^ 8 3 D 3 a _ rCD � ? m v $ D C o a o a 0 C Q Q Q Q Q Q 5t St Q Q 5� Q St Q Q Q St st Q Q Q St Q Q 5� Q st Q St Q st St St Q Qa52 Q Q Q Q Q Q Q St • C � 2StS �S Cg �itftS2yCCyS2f �S2itf2StfZitStli99ftftitS2S tStS YS �SZ55 �yS19i ttSiVS2f2SiVi2of 2i 2VftSZS 2yyStVVftLLS252i � A _o A p A F A A A A 9 A A D .9c 59 A A D S A A A y CC C C C C C C C C C c C G C C C C C tAi tAi n MtuN N N N N N N N N N Ol N N N N N N N N N N N N N N N N N . N a J Q € O 0 s 3 os s s mN � oNssssas � � Ue � Ugs8ogs 88ss" N sas = m st9 n n n n n n pp e � � � 3333 .7333 �3 g e 3 3 3 3 € x x x = € 3 3 u c N N N yy N N N N N 3 3 � q 3 3 g � � 3 g 3 ••M 39 ) § § ) k § § ) § § § § E � i ! ! | | I » 2 § )J | k | | _— $ | { > / , } 0r § \ \ k ) Cc �k \ £ k f £ £ / ( ( � � | � � a „ � k , ■ � a , ■ ; e § ) . � { { { \ . |} 0A f!¥; \ \ }{ � ! \ $k] k /kkk 40 Apache Junction Reachout Inc Statement of Income&Expenses For the Eleven Months Ending November 30,2021 Curet Moth Year-taDste Current Month Budget Year to Date Budget R.,-...,G.1-&Oth rS.PPod CITYASSISTANCE Dee coo 21.360.00 19ADD.00 CONTRIBUTIONS-CAPITAL CAMPAIGN 0.00 62,50300 31,29500 007,500.D0 CONTRIBUTIONS-CHURCHES 1,90800 7500D 9.24205 17.37500 CONTRIBUTIONS•CORPORATIONS 3E5.0D 4,50000 9.450.61 15,SOD.00 CONTRIBUTIONS-GOVERNMENT D.OD - 000 CONTRIBUTIONS•INDIVIDUALS 18,500.110 13.ODO.00 211.355.49 144.02500 CONTRIBUTIONS-ORGANIZATIONS 23&00 211100 12,055.00 ?,&0.00 CONTRIBUTIONS-PARKS 3.5100D 4.500.00 41.974.67 18,DDD.OD CONTRIBUTIONS-EDUCATION FUN D ENDOWMENT 0.0D - 4,70920 5,00000 CONTRIBUTIONS-HU NOT EN DOWMENT 0.00 - amw - CONTRIBUTIONS•TRUCK REPLACEMENT 0.00 - oco - FUNDRAISING•NEWSLETTER&CAMPAIGN(FALL) 000 10,00000 6.050.00 10,00o00 FUNDRAISNG-NEWSLETTER&CAMPAIGN(SPRING) 0.00 - 4.5D100 15,00000 FUNDRAISING-SPEC EVENTS-GOLF o.00 35.925A8 FUNDRAISING-SPEC EVENTS•GOLF IN KIND D.00 - 24.M.44 FUNDRAISING-SPEC EVENTS-OTHER 460D 80000 1,983.00 11,9D0.00 FUNDRAISING-SPEC EVENTS-HOLIDAY FOOD 11,IX1025 11,1602s GRANTS 3.350.00 B.ODO DO ng5s 50 Ba,000o0 PIN AL C OU N Ty A SSISTA NCE O.OD - 24.ODO.OD 24,=OO IN KIND CONTRIBUTIONS-FOOD 189.50084 278,0000D 1,737,275,44 2740,50D 00 IN KIND CONTRIBUTIONS-NONFOOD 6.289.83 T5.23S9D INTEREST INCOME 173.50 150 OD 51658.84 5,m000 INVESTMENT INCOME DOD 0.0o UNREALIZED GAINILOSS INVESTMENT -20BD.84 - 57,937.78 OTHER INCOME 67.o0 iDO.00 1.244A5 1,06o.Do S 232906.18 362,500.DO f 244160.30 3,608,660.DO EV.- AOVERTISIN G&PRO MOTIONS 76.47 2,10000 9,61891 10.00000 AUTO EXPENSE•FUEL 53411 4200D 4.169.03 4.670 D0 AUTO EXPENSE-INSURANCE 19905 1.194.30 2000.00 AUTO EXPENSE-LICENSE Roo - 250.05 5DD.00 AUTO EXPENSE-MANTENAN C Ed REPAIRS 361.45 20800 5t1209 228000 CLEANING SUPPLE5 63.61 125.00 1.736.05 1,37500 CONSULTING ODD - Ooo - COVID EXPENSE 128.74 410.00 6,838.85 4,576.00 DEPRECIATION EXPENSE 10M.57 20DD 00 2D,642Z7 22,000.00 DUES&SUBSCRIPTION 227.67 27000 3.931.24 619D.00 EDUCATION PROGRAM EXPENSE 1$112.97 16600 24.906.62 I.W6.00 EMPLOYEE BENEFITS OOD29 &m DD 3,DDIAS 9,163.00 Please Refer to Accountants Compilation Report 41 EQUIPMENT RENTAL EXPENSE 14584 333.00 2095.76 3=00 FINANCIAL SERVICE FEES 24252 22500 4.399.74 4.95500 FOOD DONATED IN KIND DISTRIBUTED 136.29399 moo000 1.694.442.03 2721.000 FOOD PACKAGING OOC woo 5.63232 6,413,00 FOOD PURCHASES 4,18545 9.5w 00 31.41366 25.510 OD FUNDRAISING.NEWSLETTER&CAMPAIGN(FALL) 0OD I-S000 4.05200 2.6000D FUNDRAISING-NEWSLETTER&CAMPAIGN(SPRING) 000 - 4,182.00 2500.00 FUNDRAISING EXPENSES-OTHER 000 2m 00 000 275000 GRANT EXPENSES 000 - 3424 INSURANCE-BUILDING 122T5 73650 1,000.00 INSURANCE-OTHER 707.31 - 1,50967 1,500.00 INSURANCE-WORKERS COMP 28500 417,00 3,735.0D 4.W3.00 INSURANCE•BOARD OF DIRECTORS 4167 - 375A3 600.00 INTEREST F.PENSE 88.59 - 724.17 1D0.00 LEGAL&ACCOUNTING FEES 000 0.00 LICENSE FEES 000 000 - MAINTENANCE&REPAIRSEXPENSE 2.63657 433-00 Call 5.553.00 MEALS Is ENTERTAINMENT 000 4200 28&00 462.00 MEETINGS EXPENSE 68.12 83.00 103,12 91300 MINOR EQUIPMENT AND SUPPLIES W 45 166.00 5.092.81 1,82600 OFFICE&BUSINESS EXPENSES 6466 375.00 2,036.14 4.12500 OTHER EXPENSES 43276 8300 57625 91300 PAYROLL TAX EXPENSE 1.18768 210300 19.099.75 23,86200 POSTAGE&SHIPPING 11503 58.00 M6.96 63800 PRINTING EXPENSE 2219 8300 Z07460 913.00 PROFESSIONAL FEES 40000 1.400.00 17,46525 1Q7D0.00 RENTEXPENSE 4.12500 - 44,33133 - SALARIES EXPENSE 15.48609 21,554.00 21.4.02379 216.976.00 SECURITYEXPENSE 2499 25.00 32488 27S00 SOFTWARE 000 - 79.67 - SPECIAL EVENT EXPENSE•GOLF -1,61750 2.500.00 35.13523 1QC0000 SPECIAL EVENT EXPENSE-OTHER 111 B5 moo 5m,64 913.00 STORAGE 13310 25.00 1.46410 27500 TAXEXPFNSE 1344 29104 - TECH SUPPORT 57500 750.00 3a93.90 6.250.00 TEMPORARY SERVICES 000 18600 3,175.17 1.82800 TRAINING EXPENSES 000 12500 $0,95 1.37600 TRAVEL EXPENSE 3337 03.00 421.35 91300 UTILTES-GAS&ELECTRIC 57966 1p6000 Q947.39 1Q37300 UTILITIES•TELEPHONE 22564 310.00 2.M 14 3,193.00 VOLUNTEER EXPENSES 000 12500 3.43793 4.675 OD WEB SITE EXPENSES 50100 1887.50 5019.99 20.76250 LOSS(GAIN)ON DISPOSITION OF ASSETS 000 - 0.00 T.1.11 Eap.n... 8 1M,4B695 M 297,63550 8 Z24831 M 8 XMIZ133.50 Chang.in N.1 A...(. 4 46,44123 94064.50 6 211.tl 626,42&50 Please Refer to Accountants Com pi lation Report 42 Apache Junction Reach Out Inc Transaction Report All Dates DATE TRANSACTION NUM NAME MEMOiDESCRIPTION ACCOUNT SPLIT AMOUNT BALANCE CUSTOMER TYPE FOOD PURCHASES 07/06/2021 Bill A000079444- UNITED UFB inv#A000079444-1 FOOD ACCOUNTS 94.55 84.55 City of Apache Junction Grant:City of AJ 4 FOOD BANK PURCHASES PAYABLE Human Services Agreement(FY 2021- 2022) 07113,2021 Bill A000079586- UNITED UFB Inv#A000079586-1 FOOD ACCOUNTS 760 92.15 City of Apache Junction Grant:City of AJ 1 FOOD BANK PURCHASES PAYABLE Human Services Agreement(FY 2021- 2022) 07/16/2021 Bill 123996 LA Foods LA Foods inv#123996 FOOD ACCOUNTS 5.661.00 5,753.15 City of Apache Junction Grant:City of AJ PURCHASES PAYABLE Human Services Agreement(FY 2021- 2022) 0811012021 Bill A000o79972- UNITED UFB Inv#A000079972-1 FOOD ACCOUNTS 27.55 5,780.70 City of Apache Junction Grant:City of AJ 1 FOOD SANK PURCHASES PAYABLE Human Services Agreement(FY 2021- 2022) 08117/2021 Bill A000080070- UNITED UFB Inv#A000080070-1 FOOD .ACCOUNTS 20.90 5,801.60 City of Apache Junction Grant:City of AJ 1 FOOD BANK PURCHASES PAYABLE Human Services Agreement(FY 2021- 2022) 08/24/2021 Bill A000080199- UNITED UFB Inv#A000080199-1 FOOD ACCOUNTS 54.15 5,855.75 City of Apache Junction Grant:City of AJ i FOOD BANK PURCHASES PAYABLE Human Services Agreement(FY.2021- 2022) 08,13112021 Bill A000080272- UNITED UFB Inv#A000080272-1 FOOD ACCOUNTS 81.70 5,937.45 City of Apache Junction Grant:City of AJ 1 FOOD BANK PURCHASES PAYABLE Human Services Agreement(FY 2021- 2022) 09/0712021 Bill A000080404- UNITED UFB Inv#A000080404-1 FOOD ACCOUNTS 13.67 5,951.32 City of Apache Junction Grant:City of AJ 1 FOOD BANK PURCHASES PAYABLE Human Services Agreement(FY 2021- 2022) 0911412021 Bill AODD080537 UNITED UFB Inv#A000080537 FOOD ACCOUNTS 23.75 5,975.07 City of Apache Junction Grant:City of AJ FOOD BANK PURCHASES PAYABLE Human Services Agreement(FY 2021- 2022) 0"12021 Bill A000080782- UNITED UFB Inv#A000080782-1 FOOD ACCOUNTS 43.89 6,018-96 City of Apache Junction Grant:City of AJ 1 FOOD BANK PURCHASES PAYABLE Human Serrices Agreement(FY 2021- 2022) 09/2W2021 Bill Bashes' Canned corns 8 green beans FOOD ACCOUNTS 390.00 6,408-96 City of Apache Junction Grant:City of AJ PURCHASES PAYABLE Human Services Agreement(FY 2021- 2022) 09/30/2021 Check 1951 Global Foods Food purchase(canned corn,apple sauce,rolled oats, FOOD Desert 4,088.16 10,497.12 City of Apache Junction Grant:City of AJ Inc canned chicken,canned spaghetti) PURCHASES Financial Human Services Agreement(FY 2021- Chacking 2022) 10102021 Bill A000080837- UNITED UFB Inv#A000080837-1 FOOD ACCOUNTS 4750 10,544.62 City of Apache Junction Grant:Chy of AJ i FOOD BANK PURCHASES PAYABLE Human Services Agreement(FY 2021- 2022) 10112/2021 Bill A000080971- UNITED UFB Inv#A000080971-1 FOOD ACCOUNTS 49.02 10,593.64 City of Apache Junction Grant:City of AJ i FOOD BANK PURCHASES PAYABLE Human Services Agreement(FY 2021- 2022) 1 012612 0 21 Bill AC00081239- UNITED UFB Inv#A000081239-1 FOOD ACCOUNTS 11.40 10,605.04 City of Apache Junction Grant:City of AJ 1 FOOD BANK PURCHASES PAYABLE Human Services Agreement(FY 2021- 2022) 11/02/2021 Bill A000081319- UNITED UFB Inv#A000081319-1 FOOD .ACCOUNTS 42.75 10,647.79 City of Apache Junction Grant:City of AJ 1 FOOD BANK PURCHASES PAYABLE Human Services Agreement(FY 2021- 2022) 11/23t202/ Bill A000081715- UNITED UFB tnv#A000081716-1 FOOD ACCOUNTS 19.00 10,666.79 City of Apache Junction Grant:City of AJ i FOOD BANK PURCHASES PAYABLE Human Services Agreement(FY 2021- 2022) 12121%2021 Bill A000082151- UNITED UFB inv#A000082151-1 FOOD ACCOUNTS 3325 10,700.04 City of Apache Junction Grant:City of AJ 1 FOOD BANK PURCHASES PAYABLE Human Services Agreement(FY 2021- 2022) Total for FOOD PURCHASES $10,700.04 - TOTAL $10,700.04 Accrual Basis Tuesday,January 18,2022 01:06 PM GMT-07:00 - 43 t3 i 1]� f TDC, ( CPA/EA TAX &ACCOUNTING PC 3 i 115 N.Apache Trail,Suite A Apache Junction,AZ 85120 Ph:480-671-8214 Fx:480-671-8213 E www.toaac.com APACHE JUNCTION REACHOUT INC November 2021 44 { 1 I Apache Junction Reachout Inc Statement of Financial Position As of November 30, 2021 Total ASSETS { Current Assets Bank Accounts CASH ON HAND 7628 PAYPAL ACCOUNT 1523.06 DESERT FINANCIAL-CHECKING 92,071.90 i { DESERT FINANCIAL-SAVINGS 430,170.70 RAYMOND JAMES-GERALD HUNDT FUND 141,503.11 RAYMOND JAMES-EDUCATION FUND 86.16729 RAYMOND JAMES-J945 346,164.83 Total Bank Accounts $ 1,097,577.17 Other Current Assets ACCOUNTS RECEIVABLE 0.00 EMPLOYEE ADVANCES 0.00 INVENTORY-FOOD 108,587.32 INVENTORY-NON FOOD-EDUCATION 2,011.73 OTHER CURRENT ASSETS 0.00 OTHER CURRENT ASSETS-IN KIND DONATIONS 798.60 PREPAID EXPENSES 4,772.76 IMPROVEMENTS IN PROCESS 125,254.46 Total Other Current Assets $ 241,41KS7 Total Current Assets $ 1,339,082.04 Fbcad Assets i ACCUMULATED DEPRECIATION-EQUIPMENT -61,631.38 ACCUMULATED DEPRECIATION-FURNITURE -21,485.38 ACCUMULATED DEPRECIATION-LEASEHOLD IMPROVEMENTS .3,205.88 ACCUMULATED DEPRECIATION-OTHER ASSETS -9.595.88 ACCUMULATED DEPRECIATION-VEHICLES .24,331.75 EQUIPMENT 74,148.73 FURNITURE&FIXTURES 26,021.00 LEASEHOLD IMPROVEMENTS 17,535.41 OTHER DEPRECIABLE PROPERTY 91800,00 VEHICLES 49,322 00 Total Fboed Asada $ Q8,SM87 TOTAL ASSETS $ 1,395,8ti8,el LIABILITIES AND NET ASSETS Llabllltles Current Llabllkles Accounts Payable ACCOUNTS PAYABLE 5,93225 Total Accounts Payable $ a,932 yg Credit Cards Please Refer to Accountants Compilation Report 45 Apache Junction Reachout Inc Statement of Financial Position As of November 30,2021 Total MYRA'S CREDIT CARD 5,169.05 WELLS FARGO CREDIT CARD 000 Total Credit Cards $ 4169.05 Other Currant Liabilities DEPOSITS,GOLF 0.00 1 FEDERAL PAYROLL TAXES PAYABLE 3,597.85 li SHELL CREDIT CARD 0.00 ACCRUED PAYROLL EXPENSES 10.446.87 STATE PAYROLL TAXES PAYABLE 413.68 SUTA PAYABLE 0.00 OTHER CURRENT LIABILITIES 441.9E DEFERRED REVENUE-IN KIND DONATIONS 798.60 Total Other Current Liabilities $ 1$698.94 Tote)Current Liabilities S 26,800.25 Long-Term Liabilities MARLIN CAPITAL PAYABLE $ 6265.92 Total Lont-Term Liabilities 9 %285,92 Total Liabilities S 33,068.17 NET ASSETS CURRENT CHANGE IN NET ASSETS UNRESTRICTED 1,035,728.48 TEMPORARILY RESTRICTED -BOARD DESIGNATED HOLIDAYFOOD 10.000.00 PERMANENTLY RESTRICTED ENDOWMENT-GERALD HUNDT ENDOWMENT FUND 53,826.04 PERMANENTLY RESTRICTED ENDOWMENT-EDUCATION FUND 50,000.00 TIME RESTRICTED FOR FUTURE PERIODS-EDUCATION ENDOWMENT FUND 1.940.48 Change in Not Assets 211,497.74 t1 Net Assets $ 1=50274 i TOTAL LIABILITIES AND NET ASSETS s 1.395.60.91 l f i 4, PleaseReferto Accountants Compilation Report 46 Apache Junction Reachout Inc Statement of Financial Position As of November 30, 2021 Total MYRA'S CREDIT CARD 5,169 05 WELLS FARGO CREDIT CARD 0.00 Total Credit Cards $ 4169.05 Other Current Liabilities DEPOSITS-GOLF 0.00 FEDERAL PAYROLL TAXES PAYABLE 3,597.85 ? SHELL CREDIT CARD 0 00 j ACCRUED PAYROLL EXPENSES 1Q446 87 i( STATE PAYROLL TAXES PAYABLE 413,66 I SUTA PAYABLE 0.00 OTHER CURRENT LIABILITIES 44196 t DEFERRED REVENUE-IN KIND DONATIONS 798.60 Total Other Current Liabilities $ 14698.94 Total Current Liabilities $ 26,800.25 Long-Term Liabilities MARLIN CAPITAL PAYABLE $ 6.265.92 Total Lont-Term Liabilities $ %255.92 Total Liabilities $ 33,066.17 NET ASSETS CURRENT CHANGE IN NET ASSETS UNRESTRICTED 1,035,728.48 TEMPORARILY RESTRICTED -BOARD DESIGNATED HOLIDAY FOOD 10,000,00 PERMANENTLY RESTRICTED ENDOWMENT-GERALD HUNDT ENDOWMENT FUND 53,626.04 PERMANENTLY RESTRICTED ENDOWMENT,EDUCATION FUND 50,000.00 TIME RESTRICTED FOR FUTURE PERIODS-EDUCATION ENDOWMENT FUND 1.940.48 Change in Net Assets 211297.74 t Net Assets $ 1,M!192.74 TOTAL LIABILITIES AND NET ASSETS $ 1,395,659.91 I I i t I Please Referto Accountants Compilation Report 47 I 1 i � s H H fA N H H H N y y H H MJ N N N FA y H H N 1 Ts O 1 a H H H N H H H H y H H N y N N H N V! N H N g8RSIn � � � � M MCNN tz yPy�� M tt0 N N h tl N N Hl V1 N N N N H N y H H H y H H N H N N H H O p� o r r r � r r r N p N O� .�. [V C; F {� cl a. « '9 « b9 fA G9 so H H H (A y Go CA GoiA H H $A H y N H in aati , r r M M r r r CM � r O o3 db I Qt H N H N N H 64 H H vH� 4A in Ny N (H� N H Qy NH N nH g p 000 r OSO r s7• S 0NN1 �} �N�pp t0 O� M1 'Fef Or M 0�0 V !� In Vf g O N b n g w O r �i tC fJ !l C Bb .F. "r r+ wt nt N N N H N H N H N N N N y N H W% H y N y N i W 3 VI � F h W F Z 48 I i i i 1 Apache Junction Reachout Inc Statement of Functional Expense For the Month of November 2021 I Pmgam Services- Progam Services- Progam Services- Management& Food Assistance Education Fundraising General Total Expenses Salaries S 8,160.95 $ 0.00 $ 2,475.97 $ 4,849.27 S 15,496.09 Advertising 0.00 0.00 0.00 76.47 $ 76.47 Bank Charges 0.00 0.00 242.52 0.00 $ 242.52 Charitable Contributions 0.00 0.00 0.00 0.00 $ 0.00 Contractor Expense 107.25 0.00 107.25 360.50 $ 575.00 Dues&Subscriptions 0.00 0.00 40.00 187.67 $ 227.67 Education Expense 0.00 13,112.97 0.00 0.00 $ 13,112.97 Employee Benefits 300.15 0.00 120.06 180.08 $ 600.29 Employer Payroll Taxes 616.90 0.00 200.90 369.88 S 1,187.68 Equipment Rent Expense 44.02 0.00 42.14 59.69 $ 145.84 Food Distributions&Packaging 140,479.44 0.00 0.00 0.00 $ 140,479.44 Grant Expenses 0.00 0.00 0.00 0.00 S 0.00 Insurance 263.99 0.00 94.05 798.69 $ 1,156.73 Interest Expense 0.00 0.00 0.00 88.59 $ 88.59 Legal&Accounting 0.00 0.00 0.00 0.00 $ 0.00 Meetings Expense 0.00 0.00 0.00 69.12 S 68.12 I Minor Equipment&Supplies 0.00 0.00 0.00 53.45 S 53.45 Miscellaneous 0.00 0.00 432.92 (0.16) $ 432.76 OBice Expense 16.17 0.00 16.16 32.33 $ 64.66 Permits&Licenses 0.00 0.00 0.00 0.00 S 0.00 Postage 0.00 0.00 78.05 37.79 $ 115.83 Printing Expense 0.00 0.00 0.00 22.19 $ 22.19 Pmtlssional Fees 200.00 0.00 0.00 200.00 $ 400.00 Property Tax 0.00 0.00 0.00 13.44 $ 13.44 Rent Expense 4,191.55 0.00 0.00 66.55 $ 4,258.10 Repairs&Maintenance 2,826.40 0.00 0.00 10.17 $ 2,836.57 Security Expense 24.99 0.00 0.00 0.00 $ 24.99 Supplies Expense 192.35 0.00 0.00 0.00 $ 192.35 ' Tcainng Expense 0.00 0.00 0.00 0.00 $ 0.00 Travel Expense 1,110.12 0.00 10.30 7.56 S 1,127.98 Utilities Expense 565.72 0.00 101.99 138.59 S 806.30 Volunteer Expenses 0.00 0.00 0.00 0.00 $ 0.00 Website Expense 500.00 0.00 0.00 0.00 S 500.00 Gain on Disposed Asset 0.00 0.00 0.00 0.00 $ 0.00 Total Expenses before Depreciation 159,599.90 13,112.97 3,962.31 7,620.85 $ 184,2%.03 Depreciation Expense 1,876.57 0.00 0.00 0.00 $ 1,876.57 Total Expenses $ 161,476.47 S 13,112.97 S 3,962.31 $ 7,620.85 $ 186,172 60 Please Refer to Accountants Compilation Report Page: 1 49 Apache Junction Reachout Inc Statement of Functional Expense 4� For the Eleven(11)Months Ending November 2021 i Prvgam Services- Progam Services- Progam Services- Management i Food Assistance Education Fundraising &General Total Expenses Salaries $ 125,035.65 $ 0.00 $ 34,502.89 $ 54,495.25 $ 214,023.79 Advertising 1,103.06 0.00 7,432.79 1,093.07 $ 9,619.91 Bank Charges 0.00 0.00 1,642.70 2,757.04 $ 4,399.74 Charitable Contributions 0.00 0.00 0.00 0.00 $ 0.00 Contractor Expense 3,282.42 0.00 107.25 360.50 $ 3,750.17 Dues&Subscriptions 0.00 0.00 440.00 2,992.24 $ 3,432.24 Education Expense 0.00 23,863.59 0.00 0.00 $ 23,963.59 Employee Benefits 1,620.81 0.00 480.24 900.40 $ 3,001.45 Employer Payroll Taxes 11,118.64 0.00 3,203.42 4,780.69 $ 19,102.75 Equipment Rent Expense 849.05 0.00 226.04 1,021.67 $ 2,095.76 Food Distributions&Packaging 1,731,690.01 0.00 0.00 0.00 $ 1,731,690.01 Grant Expenses 103.24 0.00 0.00 0.00 $ 103.24 Insurance 1,519.00 0.00 470.25 4,766.05 $ 6,755.30 Interest Expense 0.00 0.00 0.00 724.17 $ 724.17 Legal&Accounting 0.00 0.00 0.00 0.00 $ 0.00 Meetings Expense 0.00 0.00 174.89 194.23 $ 369.12 Minor Equipment&Supplies 1,145.04 0.00 155.84 3,791.93 $ 5,092.91 Miscellaneous 142.49 0.00 432.92 (0.16) $ 575.25 Office Expense 600.97 0.00 38.89 1,472.95 $ 2,112.81 Permits&Licenses 0.00 0.00 0.00 250.05 $ 250.05 Postage 77.00 0.00 309.05 210.91 $ 596.96 Printing Expense 695.23 0.00 5,131.70 1,091.67 $ 6,918.60 Professional Fees 6,249.00 0.00 429.00 14,092.24 $ 20,760.24 Property Tax 0.00 0.00 0.00 201.04 $ 201.04 Rent Expense 44,933.28 0.00 0.00 865.15 $ 45,798.43 Repairs&Maintenance 6,863.28 0.00 0.00 261.45 $ 7,124.73 Security Expense 274.89 0.00 0.00 50.00 $ 324.89 Supplies Expense 8,089.36 0.00 0.00 483.54 $ 8,572.90 Trainng Expense 49.95 1,045.03 0.00 99.00 $ 1,193.98 Travel Expense 5,413.86 0.00 169.27 164.91 $ 5,748.04 ` Utilities Expense 8,586.14 0.00 1,123.30 2,073.09 $ 11,782.53 Volunteer Expenses 2,207.93 0.00 0.00 1,230.00 $ 3,437.93 Website Expense 5,669.99 0.00 0.00 0.00 $ 5,669.99 + Gain on Disposed Asset 0.00 0.00 0.00 0.00 $ 0.00 f Total Expenses before Depredation 1,967,319.29 24,908.62 56,470.43 100,393.08 $ 2,149,091.42 Depreciation Expense 20,642.27 0.00 0.00 0.00 $ 20,642.27 Total Expenses $ 1,987,961.56 S 24,908.62 $ 56,470.43 $ 100,393.08 2,169,733.69 50 51 �° PQACHf�G�pp City of Apache Junction � .--- 300 East Superstition Blvd •Apache Junction,AZ 85119 • // gRIZO www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request 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 Health & Human Services Commission I Apache Junction, AZ - Official Website (apacheiunctionaz.gov). 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.https://www.apacheeunctionaz.gov/a'code. Application Due Date January 31, 2022 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. Applications can be submitted in person to the City Clerk's Office or via e-mail to hhsc(ab-apacheiunctionaz.gov. City offices are open Monday through Thursday, 7:00 am to 6:00 pm. 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 1 �° PQACHf�G�pp City of Apache Junction i 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request for Financial Assistance Required Documentation per Ordinance No. 659 1. Most recent audit report 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 2 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Agency Information Name of Agency 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 3 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request 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 4 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance 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. Does your agency have adequate capacity to complete the project being Yes requested? 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.211 Arizona.org website? No 5 5 o� "f✓G�Op Cityof Apache Junction.Z =s 300 East Superstition Blvd •Apache Junction,AZ 85119 • // l lJ gpIZ.0, www.apachejunctionaz.gov • (480) 982-8002 c HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Yes Have you participated in a Project Connect event in the past? Yes Have you participated in a Health and Wellness Expo in the past? 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 Yes Do you have current By Laws signed by the Board of Directors?* 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 6 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request 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. 7 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request 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. 8 8 � PPACHf�Gti-z City of Apache Junction - V / 300 East Superstition Blvd • Apache Junction, AZ 85119 • / �R�zoNP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Is there local documentation which identifies this as a problem? Yes, through Development Services and AJCDC documented project completions to include recaps and photo's Has the city or the commission identified this as a problem? Yes, through AJ Development Services Department 9 9 �° PQACHf✓G�pO City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '4R1Z.0 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION gym' Request 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. 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? Current and Recent 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 10 � PPACHf�Gti-z City of Apache Junction - -..- �-y� 300 East Superstition Blvd • Apache Junction, AZ 85119 p '9RIZON P www.apachejunctionaz.gov • (480) 982-8002 &,;!�1-u HEALTH & HUMAN SERVICES COMMISSION Request 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 16 Sponsors for the Purchase of Volunteer Safety T-Shirts = $3,400 annual supply And many other local AJ business service companies and volunteers providing "In Kind" Donations our largest Event "Make A Difference Day" resulted in $13,380 to our community. 11 11 �° PQACHf✓G�pO City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONT : Request 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 Revitalization Clean it Volunteers Co-ordination ofall resources Reduced Code Cases Improved property Happy Citizens 12 12 � PPACHf�Gti-z City of Apache Junction - V / 300 East Superstition Blvd • Apache Junction, AZ 85119 • / 9R/Z01A www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request 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 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) are received from the City of Apache Junction. This allows for the project completions and funding for each individual project - all projects have a different need / or resource IE: Garbage removal requires Container and Dump Fee's THE AJCDC solicits donations for the project and completes it accordingly. 13 13 �° PQACHf✓G�pO City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request 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 1,840.00 1,200.00 1,750.00 1,470.00 $ 6,260.00 2 $ 3 $ 4 $ 5 $ 6 $ 7 $ 8 $ 9 $ 10 $ Total $ 1,840.00 $ 1,200.00 $ 1,750.00 $ 1,470.00 $ 6,260.00 What percentage of the project budget is being requested? 100 What percentage of your budget is the requested funding? 100 14 14 �° PQACHf✓G�pO City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '4R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request for Financial Assistance Narrative Please provide a detailed budget narrative for each itemized expense. 1 Administrative, Insurance, Website & email, Postage, Printing, Office supplies, Misc 2 Community Revitalization, Equipment, dump fees, misc. other 3 4 5 6 7 8 9 10 15 15 �° PQACHf✓G�pO City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request 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 Revitalization Code Cases Elderly Happy As needed Completion 2 MADD Day of Service Community Happy Annual Visual 3 4 Completed applications and documents can be submitted in person to the City Clerk's Office or via e-mail to hhsc(ciapachejunctionaz.gov. City offices are open Monday through Thursday, 7:00 am to 6:00 pm. 16 16 �° PQACHf✓G�pO City of Apache Junction i 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request for Financial Assistance Scoring Rubric 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 required documentation 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 17 8:52 AM Genesis Project AZ 01/04/22 Cash Basis Statement of Financial Position As of January 4, 2022 Jan 4,22 Jan 4,21 $Change ASSETS Current Assets Checking/Savings 1015•Wells Fargo Operating Account 1017 Operations Mgr.Home Rental(Operations Mgr.Home Rental) -480.55 7,600.00 -8,080.55 1019 Shower vouchers 1,223.30 2,728.00 -1,504.70 1015 Wells Fargo Operating Account-Other 41,739.54 81,280.21 -39,540.67 Total 1015•Wells Fargo Operating Account 42,482.29 91,608.21 -49,125.92 1020•Wells Fargo Payroll account 7,728.58 1,784.24 5,944.34 1071 • Money Market account(990 line 46) 100,900.97 76,607.59 24,293.38 1075•Wells Fargo Savings 5,524.35 30,522.80 -24,998.45 Total Checking/Savings 156,636.19 200,522.84 -43,886.65 Other Current Assets 1499• Undeposited Funds 3,240.00 5,437.00 -2,197.00 Total Other Current Assets 3,240.00 5,437.00 -2,197.00 Total Current Assets 159,876.19 205,959.84 -46,083.65 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 16400•Vehicles(Business automobiles and trucks, registered in the name of the business) 33,935.40 0.00 33,935.40 1650•Vehicles-Refrigerated Trailer 5,850.00 5,850.00 0.00 1655•Vehicles-GMC van 0.00 7,000.00 -7,000.00 17100•Accum Depr-Furn and Equip(Accumulated depreciation on furniture and equipment) -30,446.00 -24,551.00 -5,895.00 17700•Accumalated Amortization -1,456.00 -1,456.00 0.00 Total Fixed Assets 39,824.54 18,784.14 21,040.40 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 201,156.73 226,199.98 -25,043.25 LIABILITIES&EQUITY Liabilities Current Liabilities 18 Page 1 of 4 8:52 AM Genesis Project AZ 01/04/22 Cash Basis Statement of Financial Position As of January 4, 2022 Jan 4,22 Jan 4,21 $Change Accounts Payable 2010•Accounts payable -602.25 -601.08 -1.17 Total Accounts Payable -602.25 -601.08 -1.17 Other Current Liabilities 2060 Employee/Employer PR Taxes 1,549.05 535.35 1,013.70 2061 Employee State Withholding Tax 101.70 32.82 68.88 2065 Unemployment Tax -394.00 0.00 -394.00 Total Other Current Liabilities 1,256.75 568.17 688.58 Total Current Liabilities 654.50 -32.91 687.41 Total Liabilities 654.50 -32.91 687.41 Equity 3010• U n restricted(reta 1 ned earnings) 199,783.61 227,207.31 -27,423.70 Net Income 718.62 -974.42 1,693.04 Total Equity 200,502.23 226,232.89 -25,730.66 TOTAL LIABILITIES&EQUITY 201,156.73 226,199.98 -25,043.25 19 Page 2 of 4 8:52 AM Genesis Project AZ 01/04/22 Cash Basis Statement of Financial Position As of January 4, 2022 %Change ASSETS Current Assets Checking/Savings 1015 •Wells Fargo Operating Account 1017 Operations Mgr. Home Rental(Operations Mgr. Home Rental) -106.32% 1019 Shower vouchers -55.16% 1015 Wells Fargo Operating Account-Other -48.65% Total 1015•Wells Fargo Operating Account -53.63% 1020 •Wells Fargo Payroll account 333.16% 1071 Money Market account(990 line 46) 31.71% 1075 Wells Fargo Savings -81.9% Total Checking/Savings -21.89% Other Current Assets 1499 • Undeposited Funds -40.41% Total Other Current Assets -40.41% Total Current Assets -22.38% Fixed Assets 15900 • Leasehold Improvements(Improvements to leased building space) 0.0% 1630 • Leasehold/building improvements 0.0% 1640 • Fixed Asset equipment 0.0% 16400 •Vehicles(Business automobiles and trucks, registered in the name of the business) 100.0% 1650 •Vehicles-Refrigerated Trailer 0.0% 1655•Vehicles-GMC van -100.0% 17100 Accum Depr-Furn and Equip(Accumulated depreciation on furniture and equipment) -24.01% 17700 Accumalated Amortization 0.0% Total Fixed Assets 112.01% Other Assets 1670 • Organization Costs 0.0% Total Other Assets 0.0% TOTAL ASSETS -11.07% LIABILITIES&EQUITY Liabilities Current Liabilities 20 Page 3 of 4 8:52 AM Genesis Project AZ 01/04/22 Cash Basis Statement of Financial Position As of January 4, 2022 %Change Accounts Payable 2010 •Accounts payable -0.2% Total Accounts Payable -0.2% Other Current Liabilities 2060 Employee/Employer PR Taxes 189.35% 2061 Employee State Withholding Tax 209.87% 2065 Unemployment Tax -100.0% Total Other Current Liabilities 121.19% Total Current Liabilities 2,088.76% Total Liabilities 2,088.76% Equity 3010 • Unrestricted(retained earnings) -12.07% Net Income 173.75% Total Equity -11.37% TOTAL LIABILITIES&EQUITY -11.07% 21 Page 4 of 4 11:19 AM Genesis Project AZ 11/03/21 Income & Expense Budget Performance Cash Basis January through October 2021 Jan-Oct 21 Budget Ordinary Income/Expense Income 4• Contributed Income 4010• Individual/Businesscontribution(990 line la) 192,198.61 4120• Non-GAAP in-kind services 115.00 Total 4• Contributed Income 192,313.61 4500 • Unrealized Gain/Loss Investment 293.38 5• Earned Revenue 5310• Interest on savings 1.55 Total 5• Earned Revenue 1.55 Total Income 192,608.54 Gross Profit 192,608.54 Expense 66000 • Employer Federal PR Tax(Payroll expenses) 5,312.68 6940•Gain or Loss on Sale of Asset 1,912.00 7000• Program Expense 7010• Food 25,633.99 7012• United Food Bank 426.93 7015• Dry Goods 29,162.75 7040•Awards&grants-shower vouche(990 line 22) 2,500.00 7050•Specific assisstance-ind 8,181.10 7065• Permits&Fees 707.41 Total 7000 • Program Expense 66,612.18 7200 •Salaries&related expenses(header-non-posting) 68,344.51 7500 •Other personnel expens(header-non-posting) 7520•Accounting fees 1,977.00 7540• Professional fees 325.00 7541 • Professional Services Payroll 1,985.00 7550• Non-employee compensation 11,046.22 7560•Cleaning Services 9,506.28 Total 7500 •Other personnel expens(header-non-posting) 24,839.50 Pagel 22 11:19 AM Genesis Project AZ 11/03/21 Income & Expense Budget Performance Cash Basis January through October 2021 Jan-Oct 21 Budget 8100 • Nonpersonnel expenses 8110 Kitchen Supplies 214.76 8112 Building furnishings(Shelving,floor mats,trash cans,etc) 1,462.29 8115•Office Supplies 2,071.14 8117•Computer software 366.78 8118•Computer equipment non-deprecia 428.79 8119•Computer-Internet-Camera Repair(Repairs) 803.11 8130•Telephone&telecomm 4,203.30 8135• Internet 2,308.37 8140• Postage,shipping,delivery 205.24 8150• Mailing services PO Box 333.00 8170• Printing©ing 220.36 Total 8100 • Nonpersonnel expenses 12,617.14 8200• Facility&equipment expenses 8210• Rent&parking(990 line 36) 29,327.04 8211 • Kitchen Equipment 376.92 8212• Building repairs 77.39 8216• Building Equipment 1,618.41 8220• Utilities 10,383.41 8225• Pest Control 612.00 8228•Waste removal 2,350.00 8235•Cleaning supplies 46.77 8260• Equip rental&maintenance 6,206.59 8264•Trailer Expense 48.75 8270• Depr&amort-allowable 7,599.25 Total 8200 • Facility&equipment expenses 58,646.53 8300•Travel&meetings expenses 8315•fuel for food pickups 3,035.70 Total 8300 •Travel&meetings expenses 3,035.70 8500•Other expenses 8520• Insurance 8521 • Liability Insurance 3,188.71 8522•Vehicle Insurance 1,899.06 8523•Workers Compensation 1,653.00 Total 8520 • Insurance 6,740.77 Page 2 23 11:19 AM Genesis Project AZ 11/03/21 Income & Expense Budget Performance Cash Basis January through October 2021 Jan-Oct 21 Budget 8530 Membership dues 386.72 8570 Advertising 500.00 8575 Advertising tee shirts 200.00 8583• PayPal fees on donations 463.60 8586• Fundraising Special Expense 521.45 Total 8500 •Other expenses 8,812.54 Total Expense 250,132.78 Net Ordinary Income -57,524.24 Net Income -57,524.24 Page 3 24 11:19 AM Genesis Project AZ 11/03/21 Income & Expense Budget Performance Cash Basis January through October 2021 $Over Budget %of Budget Ordinary Income/Expense Income 4• Contributed Income 4010• Individual/Businesscontribution(990 line 1a) 4120• Non-GAAP in-kind services Total 4• Contributed Income 4500 • Unrealized Gain/Loss Investment 5• Earned Revenue 5310• Interest on savings Total 5• Earned Revenue Total Income Gross Profit Expense 66000 • Employer Federal PR Tax(Payroll expenses) 6940•Gain or Loss on Sale of Asset 7000• Program Expense 7010• Food 7012• United Food Bank 7015• Dry Goods 7040•Awards&grants-shower vouche(990 line 22) 7050•Specific assisstance-ind 7065• Permits&Fees Total 7000 • Program Expense 7200 •Salaries&related expenses(header-non-posting) 7500 •Other personnel expens(header-non-posting) 7520•Accounting fees 7540• Professional fees 7541 • Professional Services Payroll 7550• Non-employee compensation 7560•Cleaning Services Total 7500 •Other personnel expens(header-non-posting) Page 4 25 11:19 AM Genesis Project AZ 11/03/21 Income & Expense Budget Performance Cash Basis January through October 2021 $Over Budget %of Budget 8100 • Nonpersonnel expenses 8110 Kitchen Supplies 8112 Building furnishings(Shelving,floor mats,trash cans,etc) 8115•Office Supplies 8117•Computer software 8118•Computer equipment non-deprecia 8119•Computer-Internet-Camera Repair(Repairs) 8130•Telephone&telecomm 8135• Internet 8140• Postage,shipping,delivery 8150• Mailing services PO Box 8170• Printing©ing Total 8100 • Nonpersonnel expenses 8200• Facility&equipment expenses 8210• Rent&parking(990 line 36) 8211 • Kitchen Equipment 8212• Building repairs 8216• Building Equipment 8220• Utilities 8225• Pest Control 8228•Waste removal 8235•Cleaning supplies 8260• Equip rental&maintenance 8264•Trailer Expense 8270• Depr&amort-allowable Total 8200 • Facility&equipment expenses 8300•Travel&meetings expenses 8315•fuel for food pickups Total 8300 •Travel&meetings expenses 8500•Other expenses 8520• Insurance 8521 • Liability Insurance 8522•Vehicle Insurance 8523•Workers Compensation Total 8520 • Insurance Page 5 26 11:19 AM Genesis Project AZ 11/03/21 Income & Expense Budget Performance Cash Basis January through October 2021 $Over Budget %of Budget 8530 Membership dues 8570 Advertising 8575 Advertising tee shirts 8583• PayPal fees on donations 8586• Fundraising Special Expense Total 8500 •Other expenses Total Expense Net Ordinary Income Net Income Page 6 27 11:19 AM Genesis Project AZ 11/03/21 Income & Expense Budget Performance Cash Basis January through October 2021 Jan-Oct 21 YTD Budget Ordinary Income/Expense Income 4• Contributed Income 4010• Individual/Businesscontribution(990 line 1a) 192,198.61 4120• Non-GAAP in-kind services 115.00 Total 4• Contributed Income 192,313.61 4500 • Unrealized Gain/Loss Investment 293.38 5• Earned Revenue 5310• Interest on savings 1.55 Total 5• Earned Revenue 1.55 Total Income 192,608.54 Gross Profit 192,608.54 Expense 66000 • Employer Federal PR Tax(Payroll expenses) 5,312.68 6940•Gain or Loss on Sale of Asset 1,912.00 7000• Program Expense 7010• Food 25,633.99 7012• United Food Bank 426.93 7015• Dry Goods 29,162.75 7040•Awards&grants-shower vouche(990 line 22) 2,500.00 7050•Specific assisstance-ind 8,181.10 7065• Permits&Fees 707.41 Total 7000 • Program Expense 66,612.18 7200 •Salaries&related expenses(header-non-posting) 68,344.51 7500 •Other personnel expens(header-non-posting) 7520•Accounting fees 1,977.00 7540• Professional fees 325.00 7541 • Professional Services Payroll 1,985.00 7550• Non-employee compensation 11,046.22 7560•Cleaning Services 9,506.28 Total 7500 •Other personnel expens(header-non-posting) 24,839.50 Page 7 28 11:19 AM Genesis Project AZ 11/03/21 Income & Expense Budget Performance Cash Basis January through October 2021 Jan-Oct 21 YTD Budget 8100 • Nonpersonnel expenses 8110 Kitchen Supplies 214.76 8112 Building furnishings(Shelving,floor mats,trash cans,etc) 1,462.29 8115•Office Supplies 2,071.14 8117•Computer software 366.78 8118•Computer equipment non-deprecia 428.79 8119•Computer-Internet-Camera Repair(Repairs) 803.11 8130•Telephone&telecomm 4,203.30 8135• Internet 2,308.37 8140• Postage,shipping,delivery 205.24 8150• Mailing services PO Box 333.00 8170• Printing©ing 220.36 Total 8100 • Nonpersonnel expenses 12,617.14 8200• Facility&equipment expenses 8210• Rent&parking(990 line 36) 29,327.04 8211 • Kitchen Equipment 376.92 8212• Building repairs 77.39 8216• Building Equipment 1,618.41 8220• Utilities 10,383.41 8225• Pest Control 612.00 8228•Waste removal 2,350.00 8235•Cleaning supplies 46.77 8260• Equip rental&maintenance 6,206.59 8264•Trailer Expense 48.75 8270• Depr&amort-allowable 7,599.25 Total 8200 • Facility&equipment expenses 58,646.53 8300•Travel&meetings expenses 8315•fuel for food pickups 3,035.70 Total 8300 •Travel&meetings expenses 3,035.70 8500•Other expenses 8520• Insurance 8521 • Liability Insurance 3,188.71 8522•Vehicle Insurance 1,899.06 8523•Workers Compensation 1,653.00 Total 8520 • Insurance 6,740.77 Page 8 29 11:19 AM Genesis Project AZ 11/03/21 Income & Expense Budget Performance Cash Basis January through October 2021 Jan-Oct 21 YTD Budget 8530 Membership dues 386.72 8570 Advertising 500.00 8575 Advertising tee shirts 200.00 8583• PayPal fees on donations 463.60 8586• Fundraising Special Expense 521.45 Total 8500 •Other expenses 8,812.54 Total Expense 250,132.78 Net Ordinary Income -57,524.24 Net Income -57,524.24 Page 9 30 11:19 AM Genesis Project AZ 11/03/21 Income & Expense Budget Performance Cash Basis January through October 2021 $Over Budget %of Budget Ordinary Income/Expense Income 4• Contributed Income 4010• Individual/Businesscontribution(990 line 1a) 4120• Non-GAAP in-kind services Total 4• Contributed Income 4500 • Unrealized Gain/Loss Investment 5• Earned Revenue 5310• Interest on savings Total 5• Earned Revenue Total Income Gross Profit Expense 66000 • Employer Federal PR Tax(Payroll expenses) 6940•Gain or Loss on Sale of Asset 7000• Program Expense 7010• Food 7012• United Food Bank 7015• Dry Goods 7040•Awards&grants-shower vouche(990 line 22) 7050•Specific assisstance-ind 7065• Permits&Fees Total 7000 • Program Expense 7200 •Salaries&related expenses(header-non-posting) 7500 •Other personnel expens(header-non-posting) 7520•Accounting fees 7540• Professional fees 7541 • Professional Services Payroll 7550• Non-employee compensation 7560•Cleaning Services Total 7500 •Other personnel expens(header-non-posting) Page 10 31 11:19 AM Genesis Project AZ 11/03/21 Income & Expense Budget Performance Cash Basis January through October 2021 $Over Budget %of Budget 8100 • Nonpersonnel expenses 8110 Kitchen Supplies 8112 Building furnishings(Shelving,floor mats,trash cans,etc) 8115•Office Supplies 8117•Computer software 8118•Computer equipment non-deprecia 8119•Computer-Internet-Camera Repair(Repairs) 8130•Telephone&telecomm 8135• Internet 8140• Postage,shipping,delivery 8150• Mailing services PO Box 8170• Printing©ing Total 8100 • Nonpersonnel expenses 8200• Facility&equipment expenses 8210• Rent&parking(990 line 36) 8211 • Kitchen Equipment 8212• Building repairs 8216• Building Equipment 8220• Utilities 8225• Pest Control 8228•Waste removal 8235•Cleaning supplies 8260• Equip rental&maintenance 8264•Trailer Expense 8270• Depr&amort-allowable Total 8200 • Facility&equipment expenses 8300•Travel&meetings expenses 8315•fuel for food pickups Total 8300 •Travel&meetings expenses 8500•Other expenses 8520• Insurance 8521 • Liability Insurance 8522•Vehicle Insurance 8523•Workers Compensation Total 8520 • Insurance Page 11 32 11:19 AM Genesis Project AZ 11/03/21 Income & Expense Budget Performance Cash Basis January through October 2021 $Over Budget %of Budget 8530 Membership dues 8570 Advertising 8575 Advertising tee shirts 8583• PayPal fees on donations 8586• Fundraising Special Expense Total 8500 •Other expenses Total Expense Net Ordinary Income Net Income Page 12 33 11:19 AM Genesis Project AZ 11/03/21 Income & Expense Budget Performance Cash Basis January through October 2021 Annual Budget Ordinary Income/Expense Income 4• Contributed Income 4010• Individual/Businesscontribution(990 line 1a) 4120• Non-GAAP in-kind services Total 4• Contributed Income 4500 • Unrealized Gain/Loss Investment 5• Earned Revenue 5310• Interest on savings Total 5• Earned Revenue Total Income Gross Profit Expense 66000 • Employer Federal PR Tax(Payroll expenses) 6940•Gain or Loss on Sale of Asset 7000• Program Expense 7010• Food 7012• United Food Bank 7015• Dry Goods 7040•Awards&grants-shower vouche(990 line 22) 7050•Specific assisstance-ind 7065• Permits&Fees Total 7000 • Program Expense 7200 •Salaries&related expenses(header-non-posting) 7500 •Other personnel expens(header-non-posting) 7520•Accounting fees 7540• Professional fees 7541 • Professional Services Payroll 7550• Non-employee compensation 7560•Cleaning Services Total 7500 •Other personnel expens(header-non-posting) Page 13 34 11:19 AM Genesis Project AZ 11/03/21 Income & Expense Budget Performance Cash Basis January through October 2021 Annual Budget 8100 • Nonpersonnel expenses 8110 Kitchen Supplies 8112 Building furnishings(Shelving,floor mats,trash cans,etc) 8115•Office Supplies 8117•Computer software 8118•Computer equipment non-deprecia 8119•Computer-Internet-Camera Repair(Repairs) 8130•Telephone&telecomm 8135• Internet 8140• Postage,shipping,delivery 8150• Mailing services PO Box 8170• Printing©ing Total 8100 • Nonpersonnel expenses 8200• Facility&equipment expenses 8210• Rent&parking(990 line 36) 8211 • Kitchen Equipment 8212• Building repairs 8216• Building Equipment 8220• Utilities 8225• Pest Control 8228•Waste removal 8235•Cleaning supplies 8260• Equip rental&maintenance 8264•Trailer Expense 8270• Depr&amort-allowable Total 8200 • Facility&equipment expenses 8300•Travel&meetings expenses 8315•fuel for food pickups Total 8300 •Travel&meetings expenses 8500•Other expenses 8520• Insurance 8521 • Liability Insurance 8522•Vehicle Insurance 8523•Workers Compensation Total 8520 • Insurance Page 14 35 11:19 AM Genesis Project AZ 11/03/21 Income & Expense Budget Performance Cash Basis January through October 2021 Annual Budget 8530 Membership dues 8570 Advertising 8575 Advertising tee shirts 8583• PayPal fees on donations 8586• Fundraising Special Expense Total 8500 •Other expenses Total Expense Net Ordinary Income Net Income Page 15 36 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 Executive Director Trinity Cole leads the Coalition. Bi-monthly meetings are held for the purpose of col- laboration and problem solving with 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 Clas- ses, taught by Chef Jason Taylor. These classes are provided free of charge to those who are unable to afford traditional culinary school and prepare students for job placement immediately following graduation. Salvation Army: Provide hot meals for delivery to homebound individuals on all major holidays. CAHRA: Genesis Project acts as the Apache Junction hub for individuals seeking housing services to include rapid rehousing and homelessness prevention. CAHRA is able to send and receive documents electronically to ensure faster service to clients as their office is located in Eloy. Addi- tionally CAHRA is able to communicate with guests through Genesis Pro- ject who lack phone and internet access. NCHP: Genesis Project acts as the hub for Veterans seeking services to include health care, housing and hotels. NCHP is located in Eloy as well which prevents daily travel to connect with Apache Junction Veterans in need. Historically, Genesis Project has been able to locate and relay mes- sages to those lacking a communication avenue as well as assist in elec- tronic documents being exchanged to further expedite services. 37 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 39 Form 990 Return of Organization Exempt From Income Tax 0M8 No. 1545-0047 Under section 501(c� 527, or 4947(aXl) of the Intemal Revenue Code (except private foundabors) 2 00 2 0 Department of the Treasury ► Do not enter social security numbers on this form as it may be made public. Internal Revenue Service ► Go to wwwJmgov/Form990 for instructions and the latest information. A For the 2020 calendar year, or tax year beginning , 2020, and ending 20 B Check if ' applicable: C Name of organization GENESIS PROJECT AZ D Employer ka'd m - rw�r ❑ Address change Doing business as 2 7-3 9 9 4 4 57 ❑ Name change Number and street (or P.O. box if mail is not delivered to street address) Room/suite E Telephonenumber ❑ Initial return PO BOX 5156 480 225- 7757 ❑ Final returroerminated City or town, state or province, country, and ZIP or foreign postal code ❑ Amended return APAC HE JUNCTION , AZ 85178 G Gross r 381 458 . ❑ Application pending IFName and address of principal officer: H(a) Is this a return far s imrdn3tw Y gaP ?�] •s 9No DAV I D CROOM 564 N I DAHO RD APACHE JUNCTION AZ 85120 HM) Areal subordinates included? ❑ Yes ❑ uo Tax-exempt status: X❑ 501(cX3) ❑ 501(c) ( ) (insert no.) ❑ 4947(aX1) or ❑ 527 ff -No,' attach a list See nstrucbom J Websfe: ► G E N E S I S P R O JE C TA Z . C OM HRc)Group eAerrtption number ► K Form of organization_ ❑X corporat►on ❑ Trust ❑ Association ❑ Other► L Year of formation: 2 01 Q M State of legal domicile: AZ Summary 1 Briefly describe the organization's mission or most significant activities: ORGUIZATION S�II1G M FED THE HUNGRY AND EOilEI.ESS BY FACILITATING HOT - MEALS SHOWERS CLOTHING AND MEDICALSERVICES .----- -----------r-----------------r----------------------------- --------------...-.------------------------------------------ 2 Check this box ► ❑-if-the-organization- di discontinued its operations or ~� ------- set-------------- spo of m_ _o_ re than 25g6 of its net asssets. c7 3 Number of voting members of the governing body (Part VI, line 1a) . Js - 3 12 4 Number of independent voting members of the governing body (Part VI, line 1 b) 4 12 n u 5 Total number of Individuals employed in calendar year 2020 y (Part V, line 2a) 5 4 6 Total number of volunteers (estimate If necessary) 6 7 5 7a Total unrelated business revenue from Part VIII, column (C), line 12 7a 0 . b Net unrelated business taxable income from Form 990-T, Part I, line 11 . . . . . . . 7b 0 . Prior Year Current Year 0 8 Contributions and grants (Part VIII, line 1 h) . 2 7 6 8 6 7 . 379 , 845 , 3 ce 9 Program service revenue (Part VIII, line 2g) . . . . . _ . . . 9 10 Investment income (Part VIII, column (A), lines 3, 4 and 7 cc 33 . 11613 . 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 1 Oc, and 11 e) . 12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12) 276 , 900 . 13 Grants and similar amounts paid (Part IX, column (A), lines 1-3) . . 381j458 . 14 Benefits paid to or for members (Part K column (A), line 4) . . . . . . 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) 2 2 6 9 3 . 4 0 573 . 16a Professional fundraising fees (Part IX, column (A), line 11 e) . . . . . . b Total fundraising expenses (Part IX, column (D), line 25) ► 557 . 17 Other expenses (Part IX, column (A), lines 11 a-11 d, 11 f-24e) 2 3 3 , 13 5 . • 295 , 699 . 18 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25) 255 , 828 . 1 336 272 . 19 Revenue less expenses. Subtract line 18 from line 12 . . . . . 21 0 7 2 . 45 18 c q 6 . 2a Begimin9 of Curr+er►t Year End of Year j;go 20 Total assets (Part X, line 16) 181 , 872 . 2 2 7 21 Total liabilities (Part X, line 26) - 14 8 . -320 Z' 22 Net assets or fund balances. Subtract line 21 from line 20 . . . . . . 182 020 . Signature Block 2 2 7 , 2 0 6 . Under penalties of penury, I declare 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 preparer (other than officer) is based on all information of which preparer has any knowledge. Sign Signature of officer Date Here TRINITY COLE PRESIDENT Type or print name and title Paid Print/Type preparer's name Preparer's signature Date PTIN Check ❑ rf Preparer JODI EHRLICH CPA JODI EHRLICH CPA 02 / 19 /2021 serf-ernployed P00503403 Use On ly Firm's name ► TPG Tax b AccountingFirm's EIN ► 0 3 -0 3 9 418 3 Firm's address ► 115 N . Apache Trail , Ste A Apache Junction AZ 8 512 0 Phone no. 4 8 0 6 71-8 214 May the IRS discuss this return with the preparer shown above? See instructions . . . . . . , . • ® Yes ❑ No For Paperwork Reduction Act Notice, see the separate instructions. BAA REV 02/13/21 PRO Form 9W 2020 40 GENESIS PROJECT Serving the Hungry and Homeless Average Donations Fiscal Year 2021— 2022 Month Donors Total Average Notes July 2021 28 donors $8,318 $297 August 2021 17 Donors $4,173 $245 September 2021 31 Donors $7,848 $253 October 2021 32 Donors $12,193* $381 Includes one time $5000 Arizona Complete Health grant November 2021 113 Donors $31,761* $281 Includes $5450 HHSC funding December 2021 108 Donors $54,702 $506 Totals: 329 $118,995 $362 41 GENESIS PROJECT Serving the Hungry and Homeless Projected Donations For January 2022 -July 2022 Based on previous year income below Month Donors Total Average Notes Includes one time donation of January 2021 73 Donors $31,395* $430 $13,935 towards new van Includes one time donation of $17,600, one time donation of February 2021 49 Donors $45,567* $930 $10,000 towards new van & one time $2,500 AZ Food Banks Grant. Includes one time donation of March 2021 77 Donors $38,955* $505 $15,000 April 2021 67 Donors $19,399 $289 May 2021 37 Donors $9,565 $258 June 2021 31 Donors $8,988 $289 Totals: 245 $97,024 $396 Based on 2021 donations, minus the one time donations and grant, Genesis Project antici- pates to receive approximately $38,000 between now and July 2022. 42 GENESIS PROJECT Serving the Hungry and Homeless Government Sponsored Grant Funding 2021-2022 Month Grant Total Notes July 2021 AJ Small Business $10,000 Rent, Electric & Internet July 2021 AJ HHSC Funding $11,300 Rent & Utilities—Community Resource Center October 2021 Arizona Complete Health $5,000 Food Insecurity Total $26,300 43 Genesis Project, Inc. Executive Board Members Ernie Maroon — President 1520 N. Starr Rd., Apache Junction, AZ 85119 317-557-1974 Bill Pope—Vice President 4480 N. Cactus, Apache Junction, AZ 85119 602-370-1408 Heather Patel —Secretary 674 W. 16th St., Florence, AZ 85132 520-431-2442 Jason Heavens—Treasurer 2471 E. Foothills Dr., Apache Junction, AZ 85119 480-399-6440 Robin Barker— Member 860 S. Saguaro Dr., Apache Junction, AZ 85120 480-980-0889 Dana Boyer— Member 51 S. Prospectors Rd., Apache Junction, AZ 85119 602-369-1792 Mid Carlozzi — Member 8075 E. Sand Wedge Lane, Gold Canyon, AZ 85118 440-487-3006 Cora Franks - Member 480-658-6809 Marlin Mayer— Member 608 S. Palo Verde Way, Mesa, AZ 85208 480-201-8465 David Ries— Member 3500 S. Tomahawk Rd. #125, Apache Junction, AZ 480-669-6074 Jason Taylor- Member 1135 S. 96th Place, Mesa, AZ 85208 480-438-2852 Trinity Cole— Executive Director 5334 N. Wolverine Pass Rd. Apache Junction, AZ 85119 480-371-9117 44 �° PQACHf�G�pp City of Apache Junction � .--- 300 East Superstition Blvd •Apache Junction,AZ 85119 • // gRIZO www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request 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 Health & Human Services Commission I Apache Junction, AZ - Official Website (apacheiunctionaz.gov). 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.https://www.apacheeunctionaz.gov/a'code. Application Due Date January 31, 2022 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. Applications can be submitted in person to the City Clerk's Office or via e-mail to hhsc(ab-apacheiunctionaz.gov. City offices are open Monday through Thursday, 7:00 am to 6:00 pm. 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 �° PQACHf�G�pp City of Apache Junction i 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request for Financial Assistance Required Documentation per Ordinance No. 659 1. Most recent audit report 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 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Agency Information Name of Agency 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 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request 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 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance 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. Does your agency have adequate capacity to complete the project being Yes requested? 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.211 Arizona.org website? No 5 o� "f✓G�Op Cityof Apache Junction.Z =s 300 East Superstition Blvd •Apache Junction,AZ 85119 • // l lJ gpIZ.0, www.apachejunctionaz.gov • (480) 982-8002 c HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Yes Have you participated in a Project Connect event in the past? Yes Have you participated in a Health and Wellness Expo in the past? 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 Yes Do you have current By Laws signed by the Board of Directors?* 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 � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request 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. � PPACHf�Gti Cityof Apache Junction Z y 300 East Superstition Blvd • Apache Junction, AZ 85119 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request 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 � PPACHf�Gti-z City of Apache Junction - V / 300 East Superstition Blvd • Apache Junction, AZ 85119 • / �R�zoNP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request for Financial Assistance Is there local documentation which identifies this as a problem? Yes, through Development Services and AJCDC documented project completions to include recaps and photo's Has the city or the commission identified this as a problem? Yes, through AJ Development Services Department 9 �° PQACHf�G�pp City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '4R1Z.0 www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION gym' Request 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. 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? Current and Recent 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 � PPACHf�Gti-z City of Apache Junction - -..- �-y� 300 East Superstition Blvd • Apache Junction, AZ 85119 p '9RIZON P www.apachejunctionaz.gov • (480) 982-8002 &,;!�1-u HEALTH & HUMAN SERVICES COMMISSION Request 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 16 Sponsors for the Purchase of Volunteer Safety T-Shirts = $3,400 annual supply And many other local AJ business service companies and volunteers providing "In Kind" Donations our largest Event "Make A Difference Day" resulted in $13,380 to our community. 11 �° PQACHf�G�pp City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONT : Request 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 Revitalization Clean it Volunteers Co-ordination ofall resources Reduced Code Cases Improved property Happy Citizens 12 � PPACHf�Gti-z City of Apache Junction - V / 300 East Superstition Blvd • Apache Junction, AZ 85119 • / 9R/Z01A www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSION Request 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 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) are received from the City of Apache Junction. This allows for the project completions and funding for each individual project - all projects have a different need / or resource IE: Garbage removal requires Container and Dump Fee's THE AJCDC solicits donations for the project and completes it accordingly. 13 �° PQACHf�G�pp City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request 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 1,840.00 1,200.00 1,750.00 1,470.00 $ 6,260.00 2 $ 3 $ 4 $ 5 $ 6 $ 7 $ 8 $ 9 $ 10 $ Total $ 1,840.00 $ 1,200.00 $ 1,750.00 $ 1,470.00 $ 6,260.00 What percentage of the project budget is being requested? 100 What percentage of your budget is the requested funding? 100 14 �° PQACHf�G�pp City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '4R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request for Financial Assistance Narrative Please provide a detailed budget narrative for each itemized expense. 1 Administrative, Insurance, Website & email, Postage, Printing, Office supplies, Misc 2 Community Revitalization, Equipment, dump fees, misc. other 3 4 5 6 7 8 9 10 15 �° PQACHf�G�pp City of Apache Junction 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request 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 Revitalization Code Cases Elderly Happy As needed Completion 2 MADD Day of Service Community Happy Annual Visual 3 4 Completed applications and documents can be submitted in person to the City Clerk's Office or via e-mail to hhsc(ciapachejunctionaz.gov. City offices are open Monday through Thursday, 7:00 am to 6:00 pm. 16 �° PQACHf�G�pp City of Apache Junction i 300 East Superstition Blvd •Apache Junction,AZ 85119 • // '9R/ZONP www.apachejunctionaz.gov • (480) 982-8002 HEALTH & HUMAN SERVICES COMMISSIONm , Request for Financial Assistance Scoring Rubric 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 required documentation 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 The Salvation Army USA, Western Territory, Southwest Division Financial Statements as of and for the Years Ended September 30, 2020 and 2019, and Independent Auditors' Report THE SALVATION ARMY USA, WESTERN TERRITORY, SOUTHWEST DIVISION TABLE OF CONTENTS Page INDEPENDENT AUDITORS' REPORT 1-2 FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019: Statements of Financial Position 3 Statements of Activities 4-5 Statements of Cash Flows 6 Statements of Functional Expenses 7-8 Notes to Financial Statements 9-20 Deloitte 555 West&Touche LLP 555 West Sth Street Suite 2700 Los Angeles,CA 90013-1010 USA Tel:+1 213 688 0800 Fax:+1 213 688 0100 www.deloitte.com INDEPENDENT AUDITORS' REPORT To The Salvation Army USA, Western Territory, Southwest Division: We have audited the accompanying financial statements of The Salvation Army USA, Western Territory, Southwest Division (the "Division") (a division of the Western Territory of The Salvation Army, a California Corporation), which comprise the statements of financial position as of September 30, 2020 and 2019, and the related statements of activities, cash flows, and functional expenses for the years then ended, and the related notes to the financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Division's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Division's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Division as of September 30, 2020 and 2019, and the changes in its net assets and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Emphasis of Matter As discussed in Note 12 to the financial statements, the Division receives significant financial support from and has significant transactions with The Salvation Army USA, Western Territory, a related party. Accordingly, the accompanying financial statements may not necessarily be indicative of the financial position, changes in net assets, or cash flows that would have existed if the Division had operated as an unaffiliated entity. Our opinion is not modified with respect to this matter. D'fro LI+Ck" � —rD wr-►�-c L--L-P February 5, 2021 - 2 - THE SALVATION ARMY USA, WESTERN TERRITORY, SOUTHWEST DIVISION STATEMENTS OF FINANCIAL POSITION AS OF SEPTEMBER 30, 2020 AND 2019 2020 2019 ASSETS CASH AND CASH EQUIVALENTS $ 2,677,808 $ 3,206,404 FUNDS ON DEPOSIT AT WESTERN TERRITORY HEADQUARTERS (Note 12) 9,229,017 3,537,094 ACCOUNTS RECEIVABLE 2,094,907 1,414,285 RECEIVABLE FROM OTHER WESTERN TERRITORY UNITS 3,350 PLEDGES RECEIVABLE—Net(Note 4) 349,502 533,855 INVENTORY 200,272 210,371 PREPAID EXPENSES AND DEFERRED CHARGES 417,443 397,986 VEHICLES AND EQUIPMENT—Net(Note 5) 1,961,410 2,152,707 ASSETS HELD FOR SALE 30,666 30,666 TOTAL $16,961,025 $11,486,718 LIABILITIES AND NET ASSETS LIABILITIES: Accounts payable and accrued expenses $ 3,151,679 $ 3,047,067 Payable to other Western Territory Units and THQ 1,401 Other liabilities 615,476 573,046 Total liabilities 3,767,155 3,621,514 CONTINGENCIES AND COMMITMENTS (Note 9) NET ASSETS: Without donor restrictions 10,681,212 6,616,406 With donor restrictions (Note 6) 2,512,658 1,248,798 Total net assets 13,193,870 7,865,204 TOTAL $16,961,025 $11,486,718 See notes to financial statements. - 3 - THE SALVATION ARMY USA, WESTERN TERRITORY, SOUTHWEST DIVISION STATEMENTS OF ACTIVITIES FORTHE YEARS ENDED SEPTEMBER 30, 2020 AND 2019 Without Donor With Donor 2020 Without Donor With Donor 2019 Restrictions Restrictions Total Restrictions Restrictions Total SUPPORT AND REVENUE: Public support: Received directly: Contributions $ 32,228,519 $ 1,458,601 $ 33,687,120 $ 27,493,852 $ 1,240,969 $ 28,734,821 Donations-in-kind and contributed services 11,916,261 11,916,261 8,548,489 8,548,489 Total received directly 44,144,780 1,458,601 45,603,381 36,042,341 1,240,969 37,283,310 Received indirectly—allocated by federated fundraising organizations 284,508 87,567 372,075 61,839 54,129 115,968 Total public support 44,429,288 1,546,168 45,975,456 36,104,180 1,295,098 37,399,278 Fees, grants, and donations-in-kind from government agencies 9,518,140 9,518,140 7,188,362 7,188,362 Other revenue: Program service fees 1,496,424 1,496,424 2,408,913 2,408,913 Income from Western Territory Headquarters (Note 12) 11,415,327 11,415,327 15,397,610 125,024 15,522,634 Income from other Western Territory Units (3,848) 1,355 (2,493) Sales to the public 2,688,299 2,688,299 4,037,273 4,037,273 Investment returns—net (118) (118) 1,861 (419) 1,442 Gain on sale of vehicles and equipment 55,550 55,550 25,716 25,716 Other revenue 407,084 407,084 377,796 (9,555) 368,241 Total other revenue 16,062,566 - 16,062,566 22,245,321 116,405 22,361,726 Total support and revenue 70,009,994 1,546,168 71,556,162 65,537,863 1,411,503 66,949,366 NET ASSETS RELEASED FROM RESTRICTIONS (Note 7) 266,242 (266,242) - 595,940 (595,940) - TRANSFER TO WESTERN TERRITORY HEADQUARTERS (Note 12) (82,959) (16,066) (99,025) (47,728) (488,562) (536,290) INTERFUND TRANSFERS - Total 70,193,277 1,263,860 71,457,137 66,086,075 327,001 66,413,076 (Continued) - 4 - THE SALVATION ARMY USA, WESTERN TERRITORY, SOUTHWEST DIVISION STATEMENTS OF ACTIVITIES FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019 Without Donor With Donor 2020 Without Donor With Donor 2019 Restrictions Restrictions Total Restrictions Restrictions Total EXPENSES: Program services: Corps community center $ 16,182,150 $ $ 16,182,150 $ 20,052,663 $ $ 20,052,663 Rehabilitation 1,481,071 1,481,071 1,629,229 1,629,229 Residential and institutional 6,189,548 6,189,548 5,332,110 5,332,110 Other social services 27,545,108 27,545,108 22,677,522 22,677,522 Total program services 51,397,877 51,397,877 49,691,524 49,691,524 Supporting services: Management and general 7,494,599 7,494,599 7,821,445 7,821,445 Fundraising 7,235,995 7,235,995 7,533,207 7,533,207 Total supporting services 14,730,594 14,730,594 15,354,652 15,354,652 Total expenses 66,128,471 66,128,471 65,046,176 65,046,176 CHANGE IN NET ASSETS 4,064,806 1,263,860 5,328,666 1,039,899 327,001 1,366,900 NET ASSETS—Beginning of year 6,616,406 1,248,798 7,865,204 5,576,507 921,797 6,498,304 NET ASSETS—End of year $ 10,681,212 $ 2,512,658 $ 13,193,870 $ 6,616,406 $ 1,248,798 $ 7,865,204 See notes to financial statements. (Concluded) - 5 - THE SALVATION ARMY USA, WESTERN TERRITORY, SOUTHWEST DIVISION STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019 2020 2019 CASH FLOWS FROM OPERATING ACTIVITIES: Change in net assets $ 5,328,666 $1,366,900 Adjustments to reconcile change in net assets to net cash (used in) provided by operating activities: Depreciation 678,276 707,135 Gain on sale of vehicles and equipment (55,550) (25,716) Changes in operating assets and liabilities: Funds on deposit at Western Territory Headquarters (5,691,923) (492,141) Accounts receivable (680,622) (619,965) Receivable from other Western Territory Units 3,350 (2,838) Pledges receivable 184,353 (139,309) Inventory 10,099 15,439 Prepaid expenses and deferred charges (19,457) (61,089) Accounts payable and accrued expenses 104,612 492,171 Payable to other Western Territory Units and THQ (1,401) (21,046) Other liabilities 42,430 306,005 Net cash (used in) provided by operating activities (97,167) 11525,546 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of vehicles and equipment (495,100) (636,009) Proceeds from sale of vehicles and equipment 63,671 66,749 Net cash used in investing activities (431,429) (569,260) (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (528,596) 956,286 CASH AND CASH EQUIVALENTS—Beginning of year 3,206,404 2,250,118 CASH AND CASH EQUIVALENTS—End of year $ 2,677,808 $3,206,404 SUPPLEMENTAL CASH FLOW INFORMATION: Donations-in-kind and contributedservices—public support $11,916,261 $8,548,489 Donations-in-kind from government agencies $ 909,381 $ 710,923 See notes to financial statements. - 6 - THE SALVATION ARMY USA, WESTERN TERRITORY, SOUTHWEST DIVISION STATEMENT OF FUNCTIONAL EXPENSES FORTHE YEAR ENDED SEPTEMBER 30,2020,WITH COMPARATIVE TOTALS FOR 2019 Program Services Supporting Services Corps Residential Other Total Total 2020 Community and Social Program Management Supporting Total 2019 Center Rehabilitation Institutional Services Services and General Fundraising Services Expenses Summarized EXPENSES: Salaries,allowances,and taxes $ 7,711,466 $ 630,284 $2,542,176 $ 4,697,950 $15,581,876 $3,710,318 $2,215,075 $ 5,925,393 $21,507,269 $23,764,170 Officer and employee benefits 796,700 216,523 685,219 1,216,576 2,915,018 838,362 399,335 1,237,697 4,152,715 4,353,768 Professional fees 1,594,800 22,092 169,741 327,049 2,113,682 643,317 2,190,416 2,833,733 4,947,415 4,981,963 Supplies 477,547 56,784 505,342 1,557,021 2,596,694 137,666 31,406 169,072 2,765,766 2,213,703 Communications,postage,and shipping 155,349 23,948 33,249 127,618 340,164 90,555 453,946 544,501 884,665 926,432 Occupancy,furnishings,and equipment 3,382,238 372,021 889,222 2,071,635 6,715,116 759,255 76,985 836,240 7,551,356 7,777,229 Printing and publications 93,727 2,592 4,117 1,333,475 1,433,911 38,321 1,754,749 1,793,070 3,226,981 2,803,798 Conferences,meetings,and travel 767,291 60,538 71,718 346,841 1,246,388 366,231 73,207 439,438 1,685,826 2,514,524 Direct assistance 27,593 30,101 1,220,313 15,703,404 16,981,411 2,308 2,308 16,983,719 12,932,749 Depreciation 390,021 14,556 35,985 60,524 501,086 167,956 9,234 177,190 678,276 707,135 World service support 678,696 30,504 709,200 144,720 144,720 853,920 855,240 Support service to THQ 17,013 17,013 529,897 529,897 546,910 654,825 Other expenses 89,709 51,632 32,466 72,511 246,318 65,693 31,642 97,335 343,653 560,640 TOTAL EXPENSES $16,182,150 $1,481,071 $6,189,548 $27,545,108 $51,397,877 $7,494,599 $7,235,995 $14,730,594 $66,128,471 $65,046,176 See notes to financial statements. - 7 - THE SALVATION ARMY USA, WESTERN TERRITORY, SOUTHWEST DIVISION STATEMENT OF FUNCTIONAL EXPENSES FORTH YEAR ENDED SEPTEMBER 30, 2019 Program Services Supporting Services Corps Residential Other Total Total 2019 Community and Social Program Management Supporting Total Center Rehabilitation Institutional Services Services and General Fundraising Services Expenses EXPENSES: Salaries, allowances, and taxes $ 9,799,527 $ 714,171 $2,184,139 $ 4,951,041 $17,648,878 $3,898,306 $2,216,986 $ 6,115,292 $23,764,170 Officer and employee benefits 1,064,986 202,242 619,729 1,199,591 3,086,548 904,622 362,598 1,267,220 4,353,768 Professional fees 1,699,018 24,010 168,565 270,447 2,162,040 334,646 2,485,277 2,819,923 4,981,963 Supplies 720,154 94,733 453,265 720,649 1,988,801 178,177 46,725 224,902 2,213,703 Communications, postage,and shipping 201,802 26,344 39,615 130,992 398,753 109,279 418,400 527,679 926,432 Occupancy,furnishings,and equipment 3,646,298 370,393 880,225 2,104,351 7,001,267 698,490 77,472 775,962 7,777,229 Printing and publications 136,780 2,610 3,812 785,455 928,657 82,878 1,792,263 1,875,141 2,803,798 Conferences, meetings,and travel 1,368,053 87,561 70,104 382,568 1,908,286 519,330 86,908 606,238 2,514,524 Direct assistance 136,978 34,780 834,029 11,926,962 12,932,749 - 12,932,749 Depreciation 410,477 14,559 43,472 80,788 549,296 151,996 5,843 157,839 707,135 World service support 718,125 18,384 736,509 118,731 118,731 855,240 Support service to THQ - 654,825 654,825 654,825 Other expenses 150,465 57,826 35,155 106,294 349,740 170,165 40,735 210,900 560,640 TOTAL EXPENSES $20,052,663 $1,629,229 $5,332,110 $22,677,522 $49,691,524 $7,821,445 $7,533,207 $15,354,652 $65,046,176 See notes to financial statements. - 8 - THE SALVATION ARMY USA, WESTERN TERRITORY, SOUTHWEST DIVISION NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019 1. PURPOSE AND ORGANIZATION The Salvation Army, founded in 1865, is a not-for-profit international religious organization and charitable movement organized and operated on a quasi-military pattern and is a branch of the Christian Church. Its membership includes officers (clergy), soldiers and adherents (laity), members of varied activity groups, and volunteers who serve as advisors, associates, and committed participants in its service functions. The Salvation Army, a California Corporation (the "Territory"), is an organization exempt from income taxation under Section 501(a) as an entity described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and is exempt from state income taxes under related state provisions. The accompanying financial statements include all programs and operations of the Southwest Division (the "Division"), which is one of nine divisions in the Western Territory of The Salvation Army. The Territory is incorporated in the state of California with corporate headquarters (THQ or "Western Territory Headquarters") located in Rancho Palos Verdes, California. The Territory's centers of operation include adult rehabilitation programs, divisional headquarters, institutions, corps community centers, and service extension units ("Western Territory Units"). Each center has been authorized by corporate authority to maintain accounting records on a standardized financial system and to issue such reports and financial statements, as may be appropriate, locally. Because ownership, control, and fiduciary responsibility are maintained at the corporate level, the statements of financial position of the Division exclude the costs of land and buildings and related depreciation, charitable remainder trusts, legacies, and bequests designated for the Division. The Division conducts the operations of The Salvation Army in the states of Arizona, New Mexico, and the southern portion of Nevada. The Division operates a variety of programs, including corps community centers that provide spiritual, educational, and recreational services; homeless and emergency shelters; senior citizens' activity centers; children's day care centers; substance abuse rehabilitation centers; emergency disaster services; assistance for the poor, disabled, and retired; jail and hospital visitation; and camping activities. 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation—The accompanying financial statements have been prepared in accordance with the national accounting policies of The Salvation Army. These policies are consistent with accounting principles generally accepted in the United States of America. - 9 - In order to observe restrictions, which donors place on grants and other gifts, as well as designations made by the Territory's board of directors (the "Board of Directors"), all assets, liabilities, and activities are accounted for in the following net asset classifications: Net Assets Without Donor Restrictions—Net assets not subject to donor-imposed restrictions. Net assets without donor restrictions may be designated for specific purposes or locations by action of the Board of Directors; however, as of September 30, 2020, there are no net assets without donor restrictions that are designated by the Board of Directors. Net Assets With Donor Restrictions—Net assets that are subject to stipulations imposed by donors or grantors. Certain donor-imposed stipulations are temporary and may be fulfilled by actions of the Division to meet the stipulations or through passage of time as specified by the donor. Donor-imposed stipulations may also be perpetual in nature and require that the net assets be retained and invested in perpetuity by The Salvation Army. At September 30, 2020 and 2019, there were no net assets with donor restrictions in the accompanying financial statements that are required to be maintained in perpetuity as all such perpetually restricted funds received and pledged would be transferred to Western Territory Headquarters upon receipt (see Note 12). Cash and Cash Equivalents—For purposes of these statements, cash equivalents are defined as short-term, highly liquid investments that are both readily convertible to known amounts of cash and have maturities of three months or less at the date of purchase. Accounts Receivable—Accounts receivable include amounts due from government agencies related to grants and are expected to be collected within one year. Pledges Receivable—Unconditional pledges receivable are recorded at net realizable value. Pledges receivable that are expected to be collected in future years are recorded at the present value of estimated future cash flows and discounted using a credit-adjusted discount rate applicable to the year in which the pledge was made. Amortization of the discount is recorded as additional contribution revenue. An allowance for uncollectible pledges receivable is based on management's judgment, including such factors as prior collection history, subsequent collections, creditworthiness of donor, and nature of fundraising activity. Pledges are written off when determined to be uncollectible. Inventory—Inventory of goods purchased for resale is stated at the lower of weighted-average cost or net realizable value. Inventory of goods donated for resale is based on fair value, which is estimated based on a percentage of sales income determined by appraisal studies. Vehicles and Equipment—Vehicles and equipment are recorded at cost or, if donated, at fair market value at the date of donation, net of accumulated depreciation. Assets Held for Sale—The Division's assets held for sale at September 30, 2020 and 2019, consisted of donated property held by the Division and were valued at $30,666. Support and Revenue—All items of support and revenue are stated on the accrual basis. Support and revenue are reported as increases in net assets without donor restrictions, unless use of the related assets is limited by donor-imposed restrictions that are not fulfilled in the accounting period. - 10 - Contributions—Contributions subject to donor-imposed restrictions are recorded as restricted support and are reclassified as net assets without donor restrictions when the donor-imposed restriction has been fulfilled or the stipulated time period has elapsed. Contributions with restrictions that are met during the fiscal year in which they are received are recorded as support without donor restrictions. Conditional contributions or intentions to give are not recognized until they become unconditional, that is, when the conditions on which they depend are met. Consequently, at September 30, 2020, contributions approximating $125,000, have not been recognized in the accompanying statement of activities because the condition(s) on which they depend has not yet been met. Of the total conditional contributions, $125,000 depend on raising additional contributions before September 30, 2021, that will be matched dollar for dollar. Pledges receivable that are scheduled to be received after the end of the reporting period are shown as increases in net assets with donor restrictions and are reclassified to net assets without donor restrictions when the purpose or time restriction is met. Fees and Grants from Government Agencies—A portion of the Division's revenue is derived from cost-reimbursable federal and state contracts and grants, which are conditioned upon certain performance requirements and/or the incurrence of allowable qualifying expenditures. Amounts received are recognized as revenue when the Division has incurred expenditures in compliance with specific contract or grant provisions. Amounts received prior to incurring qualifying expenditures are reported as refundable advances in the statement of financial position. At September 30, 2020, there were no refundable advances recorded within the statement of financial position. Donations-in-Kind and Contributed Services—Material gifts-in-kind items used in Salvation Army Corps and Unit programs and services (e.g., vehicles, free rent, and equipment) and donated goods distributed (e.g., clothing, furniture, and food stuff) are recorded at their estimated fair market value as income and expense at the time the items are distributed. Goods donated for sale in the Territory's thrift stores are recorded as contributions and processed as donations-in-kind on the basis of a percentage of sales income determined by appraisal studies. Contributed vehicles and equipment are recorded at fair value at the date of donation as support and revenue without restriction, unless the use of such contributed assets is limited by a donor-imposed restriction. Contributed services are reported as contributions at their fair value if such services 1) create or enhance nonfinancial assets or 2) would typically need to be purchased if not provided by contribution, require specialized skills, and are provided by individuals possessing such specialized skills. In addition, the appropriate value of donated services of individuals is recorded as an expense when such services qualify for cost reimbursement from third-party providers. The Division received contributed services for its various programs or activities that are operated by Western Territory Headquarters. These contributed services do not meet the requirements; therefore, they are excluded from the statements of activities. - 11 - Program Service Fees and Sales to the Public—The Division generates revenue from contracts with customers from program service fees and sales to the public. Program service fee revenue is recognized over time during the period of service. The Division also recognizes revenue from sales of goods to the general public. Sales to the public revenues are recorded at a point in time upon sale and receipt of cash. Expenses—All expenses are stated on the accrual basis and presented in the statements of activities and statements of functional expenses, and are reported as decreases in net assets without donor restrictions in the statements of activities. Expenses directly attributable to a specific functional category are reported as expenses of those functional categories. Expenses attributable to more than one functional category are allocated across program services and supporting services using a variety of cost allocation techniques that are based on time and effort. Depreciation—Depreciation is computed using the straight-line method over the estimated service lives of 5 to 10 years. Depreciation is charged on a monthly convention as assets are acquired and disposed. Depreciation is also provided on equipment used in cost reimbursement programs that provide for reimbursement of depreciation by a third-party payer. Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. 3. RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements—In June 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2018-08, Not-for-Profit Entities (Topic 958): Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made. The objective of this update is to clarify and improve current guidance about whether a transfer of assets is a contribution or an exchange transaction and provides a more robust framework for the determination. This update also provides additional guidance on whether a contribution is conditional. As required by the ASU, the Division adopted ASU No. 2018-08 for contributions received as of and for the year ended September 30, 2020. The provisions of ASU No. 2018-08 did not have a material impact on the financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which formally delayed the effective date of ASU No. 2014-09 by one year and allowed for early adoption as of the original effective date. The Division adopted ASU No. 2014-09 as of and for the year ended September 30, 2020, using the modified retrospective method. The effect of initially applying the new revenue standard did not result in an opening balance adjustment to net assets as of the beginning of the earliest comparative period presented. The provisions of ASU No. 2014-09 did not have a material impact on the financial statements. - 12 - Other Accounting Pronouncements—In September 2020, the FASB issued ASU No. 2020-07, Not-for-Profit Entities (Topic 958): Presentation and Disclosures by Not-For- Profit Entities for Contributed Nonfinancial Assets. The objective of this proposed ASU was to provide additional transparency in the presentation and disclosure of contributed nonfinancial assets, which are disclosed in the financial statements as donations-in-kind. The provisions of ASU No. 2020-07 are effective for the Division beginning October 1, 2021. The Division is currently evaluating the impact on the financial statements. In June 2018, the FASB issued ASU No. 2018-08, Not-for-Profit Entities (Topic 958): Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made. As previously disclosed, the provisions of ASU No. 2018-08 related to contributions received were effective for the year ended September 30, 2020. The provisions of ASU No. 2018-08 related to contributions made are effective beginning October 1, 2020. The Division is currently evaluating the impact on the financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The objective of this update is to address the off-balance-sheet financing concerns related to lessees' operating leases. This update introduces a lessee model that brings substantially all leases onto the statements of financial position. It further aligns certain underlying principles of the new lessor model with those in Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, the FASB's new revenue recognition standard. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which formally delayed the effective date of ASU No. 2016-02 by one year and allowed for early adoption as of the original effective date. The provisions of ASU No. 2020-05 are effective for the Division beginning October 1, 2022. The Division is currently evaluating the impact on the financial statements. 4. PLEDGES RECEIVABLE A summary of pledges receivable as of September 30, 2020 and 2019, is as follows: 2020 2019 Gross pledges receivable $349,502 $548,455 Less discount to present value (14,600) Pledges receivable—net $349,502 $533,855 Gross amounts due in: Less than one year $349,502 $298,455 One year to five years 250,000 Total gross pledges receivable $349,502 $548,455 At September 30, 2019, pledges receivable were discounted at a rate of 2%. Gifts from the United Way, which are included in the pledges receivable above, are designated as intentions to give to the Division. These gifts totaled $92,221 and $31,474 at September 30, 2020 and 2019, respectively. These accounts are generally due within one year, and management does not deem an allowance for doubtful accounts necessary. - 13 - S. VEHICLES AND EQUIPMENT Vehicles and equipment are summarized by major classification at September 30, 2020 and 2019, as follows: 2020 2019 Vehicles $ 6,225,847 $ 6,306,828 Equipment 3,574,395 4,082,711 Total vehicles and equipment 9,800,242 10,389,539 Less accumulated depreciation (7,838,832) (8,236,832) Vehicles and equipment—net $ 1,961,410 $ 2,152,707 6. NET ASSETS WITH DONOR RESTRICTIONS At September 30, 2020 and 2019, net assets with donor restrictions are restricted for the following purposes or periods: 2020 2019 Social programs $ 987,552 $1,014,859 Disaster relief 1,403,562 156,911 Time restricted 121,544 77,028 Total $2,512,658 $1,248,798 7. NET ASSETS RELEASED FROM RESTRICTIONS Net assets were released from donor restrictions by incurring expenses satisfying the restricted purposes or by occurrence of other events specified by the donors during the years ended September 30, 2020 and 2019, as follows: 2020 2019 Purpose restrictions accomplished for social programs $ 224,090 $ 260,948 Time restrictions expired 42,152 334,992 Total net assets released from restrictions $ 266,242 $ 595,940 - 14 - 8. LIQUIDITY AND AVAILABILITY OF RESOURCES The following reflects the Division's financial assets as of September 30, 2020 and 2019, reduced by amounts not available for general use within one year of September 30, 2020 and 2019, because of the nature of the assets or due to contractual or donor-imposed restrictions. For purposes of analyzing resources available to meet general expenditures over a 12-month period, the Division considers all expenditures related to its ongoing program activities as well as the conduct of services undertaken to support those activities to be general expenditures. 2020 2019 Total assets at September 30 $ 16,961,025 $11,486,718 Less those unavailable for general expenditure within one year: Pledges receivable 250,000 Inventory 200,272 210,371 Prepaid expenses and deferred charges 417,443 397,986 Vehicles and equipment—net 1,961,410 2,152,707 Assets held for sale 30,666 30,666 Restricted by donor with time or purpose restrictions 6,666 Total assets available to meet cash needs for general expenditures within one year $ 14,351,234 $ 8,438,322 The Division regularly monitors liquidity required to meet its operating needs and other contractual commitments. As part of the Division's liquidity management, it has a policy to structure its financial assets to be available as its general expenditures, liabilities, and other obligations come due. On an annual basis, the Division's budget is reviewed and approved by Western Territory Headquarters. In addition to financial assets available to meet general expenditures over the next 12 months, the Division operates with a balanced budget and anticipates collecting sufficient revenue to cover general expenditures. Additionally, certain financial assets designated for the Division are held by Western Territory Headquarters and may be used in the event of unanticipated liquidity needs (see Note 12). 9. CONTINGENCIES AND COMMITMENTS Legal Proceedings—From time to time, the Division is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Division's financial position, changes in net assets, or cash flows as financial responsibility remains with Western Territory Headquarters. - 15 - 10. LEASES The Division is committed under noncancelable operating leases with initial or remaining lease terms in excess of one year, principally for its thrift store operations and other program operations. Total rent expense associated with these leases was $93,772 and $252,021 for the years ended September 30, 2020 and 2019, respectively. Future minimum lease payments as of September 30, 2020, are as follows: Years Ending September 30 2021 $ 69,272 2022 45,360 2023 11,850 2024 6,000 Total $ 132,482 11. CONCENTRATIONS OF CREDIT RISK Certain financial instruments potentially subject the Division to concentrations of credit risk. Those financial instruments consist primarily of cash and cash equivalents and receivables. The Division places its cash and cash equivalents with high-credit-quality financial institutions, and credit exposure is limited to the amount of deposits at any one institution in excess of the federally insured limit. Concentrations of credit risk with respect to receivables are generally diversified due to the large number of entities, government agencies, and individuals composing the Division's program and donor base. The Division performs credit evaluations and writes off uncollectible amounts, as they become known. 12. TRANSACTIONS WITH WESTERN TERRITORY HEADQUARTERS Funds on Deposit at Western Territory Headquarters—The receipt of donations is centralized at Western Territory Headquarters. These funds are deposited daily into divisional accounts at Western Territory Headquarters and are available to be transferred back to the Division, as needed. Income is earned and distributed to the divisional accounts based on the monthly account balances for these funds. Interest is paid on these fund balances based on an interest rate formula approved by the Board of Directors. During the year ended September 30, 2020, the interest rate ranged from 1.662% to 2.016%. Due to the COVID-19 pandemic, interest on these funds was temporarily suspended beginning March 2020 and no interest was accrued or paid between March 2020 and September 2020. During the year ended September 30, 2019, the interest rate ranged from 2.089% to 2.514% and was 2.089% at September 30, 2019. Other Funds Controlled by Western Territory Headquarters—Each constituent unit of The Salvation Army raises funds from various sources, including bequests, trusts, and donor-restricted contributions. These funds are controlled and invested by the Board of Directors in accordance with applicable donor restrictions and distributed in accordance with such restrictions. Accordingly, the funds are not reflected in the accompanying financial statements. - 16 - While not legally bound to return these funds to the operating units, this has been the practice of the Territory. Assets held in trust for the Division at September 30, 2020 and 2019, consist of the following: 2020 2019 Funds without donor restrictions $56,761,512 $47,854,772 Funds with donor restrictions 40,123,073 37,917,644 Total $96,884,585 $85,772,416 Income earned on assets is distributed to the operating command unit accounts on the basis of a stated percentage of the monthly account balances during the years ended September 30, 2020 and 2019. Capital trust and special Board of Directors-designated program trusts earned 2% from October 2019 to February 2020 and during the year ended September 30, 2019. Board of Directors-designated reserves (program trusts), program reserves/support funds, and restricted trusts earned 4.5% from October 2019 to February 2020 and during the year ended September 30, 2019. These rates are determined annually by the Board of Directors. Due to the COVID-19 pandemic, interest on these assets was temporarily suspended beginning March 2020 and no interest was earned or accrued between March 2020 and September 2020. Funds held at Western Territory Headquarters are invested in various investment vehicles, including domestic and international equities, real assets, and fixed income. Such investments are exposed to various risks, including interest rate risk, credit risk, and overall market volatility. Accordingly, it is possible that changes in the value of these investments will occur in the near term and such changes could materially impact the value of these amounts held at Western Territory Headquarters and its intent and ability to return such funds to the Division. Land and Buildings—Title to land and buildings is held by Western Territory Headquarters. These assets are made available to the Division, which has responsibility for control and maintenance, but are not included in the statements of financial position of the Division. At September 30, 2020 and 2019, lands and buildings held on behalf of the Division by Western Territory Headquarters are summarized by major classification as follows: 2020 2019 Land $ 11,025,051 $ 11,747,730 Buildings 133,569,584 143,810,194 Total land and buildings 144,594,635 155,557,924 Less accumulated depreciation (36,234,102) (38,952,121) Land and buildings—net $ 108,360,533 $ 116,605,803 - 17 - Income from Western Territory Headquarters—Income from Western Territory Headquarters includes funding for capital projects, programs and administrative needs, and interest income and other distributions from funds held at Western Territory Headquarters. Funds for capital projects are transferred to the Division after formal approval has been received from Western Territory Headquarters. Donor-restricted contributions are distributed to the Division as donor-restricted funds are expended for a specified program or purpose. During the years ended September 30, 2020 and 2019, the Division received income from Western Territory Headquarters related to the following: 2020 2019 Income for capital projects $ 950,620 $ 261,201 Income for programs and administrative needs and other distributions 10,424,106 15,126,821 Interest income on surplus cash at THQ 40,601 134,612 Total income from THQ $11,415,327 $15,522,634 The Division leases certain vehicles through a master lease agreement maintained by the Territory. The Territory provides the Division with a vehicle replacement grant to help cover the costs of leasing the vehicles, which is recorded as income from the Western Territory Headquarters within the Division's statements of activities. Total grants associated with these leases were $57,160 for the year ended September 30, 2020, and $171,480 for the year ended September 30, 2019. The Division also recorded expenses associated with these vehicle leases totaling $253,092 and $352,901 for the years ended September 30, 2020 and 2019, respectively, which are included in program and supporting services expenses in the accompanying statements of activities and conferences, meetings, and travel expenses in the statements of functional expenses. Transfer to Western Territory Headquarters—Transfer to Western Territory Headquarters includes restricted contributions received by the Division for future capital projects and other contributions. During the years ended September 30, 2020 and 2019, the Division transferred $99,025 and $536,290, respectively. - 18 - Transactions with Western Territory Headquarters—Western Territory Headquarters assesses the Division for various expenses, which are allocated throughout the Territory. For the years ended September 30, 2020 and 2019, all such expenses are included in the statements of activities and the statements of functional expenses. The assessments to the Division during the years ended September 30, 2020 and 2019, totaled as follows: 2020 2019 Employee pension assessment $1,440,048 $1,540,097 Officer assessments $5,251,180 $5,877,024 Workers' compensation insurance $ 324,743 $ 357,033 Automobile insurance 427,392 474,077 General and other insurance 1,563,573 1,602,164 Total insurance $2,315,708 $2,433,274 Communication assessment $ 306,720 $ 306,720 Information technology assessment $ 555,936 $ 555,936 National/International headquarters assessment $ 697,656 $ 677,340 College for officer training assessment $ 438,132 $ 495,612 Fundraising initiatives assessment $ 984,060 $1,162,980 Data center assessment $ 333,984 $ - 13. RAY AND JOAN KROC CORPS COMMUNITY CENTER The Division opened the Ray and Joan Kroc Corps Community Center (the "Kroc Center") in Phoenix, Arizona, in May 2013. The facility includes multiple gymnasiums, a swimming and water park area, and a theater/place of worship, as well as services, such as community events and after-school tutoring programs. The Kroc Center dramatically expanded program revenue funding, including membership dues related to access to and use of the facility as well as other charges. The Kroc Center recognized total support and revenue of $4,296,626 and $5,949,506 for the years ended September 31, 2020 and 2019, respectively, which includes contributions, program service fees, sales to the public, and other revenue. Total support and revenue includes membership dues of $516,048 and $989,410 in 2020 and 2019, respectively, which are included as sales to the public in the statements of activities. Revenues are recognized when earned. Membership dues received in advance are deferred and are earned as membership services are provided. Deferred revenues for membership dues paid in advance were $43,414 and $77,099 at September 30, 2020 and 2019, respectively, which are included in other liabilities in the statements of financial position. - 19 - 14. SUBSEQUENT EVENTS The Division has evaluated subsequent events through February 5, 2021, the date the financial statements were available to be issued. On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. These measures continue as of February 5, 2021, the date the financial statements are available to be issued. Although the Division would expect a continued decline in certain revenues, such as program service fees and sales to the public, into the fiscal year ending September 30, 2021, the Division cannot reasonably estimate the length or severity of this pandemic or whether public support and government grants will continue at levels experienced in 2020. Therefore, the Division cannot reasonably estimate the full impact on the Division's statements of financial position, activities, and cash flows for the fiscal year ending September 30, 2021. - 20 - The Salvation Army Western Territory Southwest Division AJ-Social Services Statement of Activities December 31,2021 CURRENT MONTH YEAR TO DATE Actual Actual Budget Favl(Unfav) Actual Actual Budget Favl(Unfav) Last Year This Year This Year Budget Last Year This Year This Year Budget 2021 2022 2022 Variance 2021 2022 2022 Variance REVENUE 2,256.67 (2,256.67) Contributions - - 6,770.01 (6,770.01) - 12,500.00 (12,500.00) Gifts-In-Kind 17,989.89 49,507.19 37,500.00 12,007.19 955.17 - 2,166.67 (2,166.67) Allocations from other SA Funds 3,555.17 2,783.65 6,500.01 (3,716.36) 978.87 1,101.23 978.87 122.36 Other Reserve Income 2,936.61 3,303.69 2,936.61 367.08 1,934.04 1,101.23 3,145.54 (2,044.31) Total Associated Org Revenue 6,491.78 6,087.34 9,436.62 (3,349.28) - - - - Other Revenue 3,000.00 - - 1,934.04 1,101.23 17,902.21 (16,800.98) Total Revenue 27,481.67 55,594.53 53,706.63 1,887.90 6,965.46 11,167.59 7,021.39 (4,146.20) Salaries&Allowances 14,742.49 19,940.33 16,851.35 (3,088.98) 2,016.57 2,542.40 2,755.70 213.30 Officer&Employee Benefits 4,427.56 5,083.56 6,613.67 1,530.11 691.92 1,087.73 641.13 (446.60) Employment Taxes 1,441.14 1,933.86 1,538.70 (395.16) 718.76 809.65 762.80 (46.85) Professional Fees 2,107.53 2,220.45 2,244.26 23.81 10,392.71 15,607.37 11,181.02 (4,426.35) Total Personnel Costs 22,718.72 29,178.20 27,247.98 (1,930.22) 286.52 - 66.67 66.67 Supplies 817.10 184.95 250.01 65.06 351.70 217.16 216.67 (0.49) Telephone 287.47 638.97 650.01 11.04 1,470.39 1,111.98 1,127.51 15.53 Occupancy 3,360.74 3,122.42 3,288.58 166.16 174.61 146.47 238.33 91.86 Equipment/Furnishings 452.82 1,072.80 464.99 (607.81) - - - - Printed Materials - 65.76 - (65.76) 677.08 770.08 535.39 (234.69) Transportation/Meals 1,701.12 1,687.35 1,606.17 (81.18) 2,187.23 210.00 14,666.67 14,456.67 Specific Assistance To Individuals 25,520.35 52,500.84 48,000.01 (4,500.83) 99.22 152.76 53.29 (99.47) Miscellaneous Expense 204.98 272.05 127.90 (144.15) 97.89 110.12 298.55 188.43 Support Service to DHQ 593.66 330.37 895.65 565.28 97.89 110.12 298.55 188.43 Total Indirect Agency Alloc 593.66 330.37 895.65 565.28 15,737.35 18,325.94 28,384.10 10,058.16 Total Expenses 55,656.96 89,053.71 82,531.30 (6,522.41) (13,803.31) (17,224.71) (10,481.89) (6,742.82) Net Surplus/(Deficit) (28,175.29) (33,459.18) (28,824.67) (4,634.51) (13,803.31) (17,224.71) (10,481.89) (6,742.82) Surplus/Deficit (28,175.29) (33,459.18) (28,824.67) (4,634.51) (13,803.31) (17,224.71) Accum Surplus/Deficit Operating (28,175.29) (33,459.18) (13,803.31) (17,224.71) Total Accumulated Surplus/Deficit (28,175.29) (33,459.18) The Salvation Army I Southwest Division Apache Junction,AZ Community Corps ►'� City of Apache Junction Health & Huna Services Commission Request of Financial Assistance 2022 Application Revenue Sources Breakdown: Contributions $ 27,080 Gifts-In-Kind $ 150,000 Related Organizations $ 116,835 Earnings on Legacies $ 11,746 Gov't Grants & Fees $ 26,025 Total $331,687 Salvation Army Apache Junction Corps Community Center Government Funding: Pinal Board of Supervisors Grant $22,500 IRSDepartment the TreasuryInternal Revea nue 9ervlce P.O. Box 2508 In reply refer to: 0752435463 Cincinnati OH 45201 Feb. 25, 2021 LTR 4168C 0 94-1156547 000000 00 00038216 BODC: TE rm THE SALVATION ARMY TERRITORIAL HEADQUARTERS TERRY 0 HUGHES 30840 HAWTHORNE BLVD RCH PALOS VRD CA 90275-5301 034623 Employer ID number : 94-1156347 Form 990 required : NO Dear Taxpayer: 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 (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. , local time, Monday through Friday (Alaska and Hawaii follow Pacific time) . 0752435463 Feb. 25, 2021 LTR 4168C 0 94-1156347 000000 00 n 00038217 THE SALVATION ARMY TERRITORIAL HEADQUARTERS TERRY 0 HUGHES 30840 HAWTHORNE BLVD RCH PALOS VRD CA 90275-5301 Thank you for your cooperation. Sincerely yours, /44� Teri M. Johnson Operations Manager, AM Ops. 3 3? �O�,coaao� ,y �y search for an Entity Name Q _ 7 F � .11W ENTITY INFORMATION Search Date and Time:1/14/2022 3:22:45 PM Entity Details Entity Name: THE SALVATION ARMY Entity ID: F00020314 Entity Type: Foreign Nonprofit Corporation Entity Status: Active Formation Date: 11/15/1928 Reason for Status: In Good Standing Approval Date: 11/27/1928 Status Date: Original Incorporation Date: 11/15/1928 Life Period: Perpetual Business Type: RELIGIOUS Last Annual Report Filed: 2022 Domicile State: California Annual Report Due Date: 1/15/2023 Years Due: Original Publish Date: 11/15/1928 Statutory Agent Information Name: COGENCY GLOBAL INC Appointed Status: Active Attention: Address: 300 W CLARENDON AVE STE 240,Suite 240,PHOENIX AZ 85013,USA Agent Last Updated: 1/6/2022 E-mail: Attentlon: Mailing Address: 300 W CLARENDON AVE STE 240,Suite 240,PHOENIX,AZ 85013,USA County. Manoopa Principal Information Title Name Attention Address Date of Taking Last Office Updated Director KENNETH G 615 SLATERS LANE.ALEXANDRIA,VA,22313,Alexandria City County.USA 7 HODDER /1/2020 12/10/2020 Director COLLEEN RILEY Terry 0. THE SALVATION ARMY-Legal Department,30840 Hawthorne Blvd,RANCHO PALOS VERDES, 7/1/2020 12/10/2020 Hughes CA,90275,Los Angeles County,USA Director LISA SMITH Terry 0. THE SALVATION ARMY-Legal Department,30840 Hawthorne Blvd,RANCHO PALOS VERDES, 6/27/2018 1/9/2019 Hughes CA,90275,Los Angeles County,USA Director STEPHEN C Terry 0. THE SALVATION ARMY-Legal Department,30840 Hawthorne Blvd,RANCHO PALOS VERDES, 7/1/2015 12/10/2020 SMITH Hughes CA,90275,Los Angeles County.USA President DOUGLAS RILEY Terry 0_ THE SALVATION ARMY-Legal Department,30840 Hawthorne Blvd,RANCHO PALOS VERDES, 7/1/2020 12/10/2020 Hughes CA,90275,Los Angeles County.USA BYLAWS OF THE SALVATION ARMY SERVICES, INC. Amended April 25, 2001 ----------------------------------- i TABLE OF CONTENTS ARTICLEI................................................................................».»...............................»....»»...~»......».I PRINCIPAL OFFICE................ ARTICLEII................».......................................................»................................ .................1 BOARD OF DIRECTORS............................................. Section 21 Number,Selection..................................... 1 Section 22 Removal................................ Section 2.3 Resrriation................................................ Section 24 Powers.................................................. 1 Section 2.5 RegularMeetin s............................................. 2 Section 2.6 Special Meetings..................................................... 2 Section27 Notice...............................•-................... ....................• 2 Section 28 Waiver oLNotice........................................................... 2 Section 29 Action lirthout aMeetin ..................................................-• 2 ...................................... Section 2.10 o►um............................................................ 2 Section2.11 VotinQ..........................................................................................................................3 Section 2.12 Interested Persons,•No Compensation................... 3 ARTICLE III....»...»......».»».... OFFICERS.. 3 Section 3.1 O icers......................................................... Section 3.2 Ex OJ]Fcio 0 cers............................ Section 3.3 Elected Officers.....................•--.----• 3 Section 3.4 Duties..................................................... 4 ARTICLEIN...»....»....-.....»..._...»......»............».......».................»»-.--......... ».......-----• .........»..».5 INDEMNIFICATION OF DIRECTORS,OFFICERS,EMPLOYEES AND OTHER AGENTS...............5 ARTICLEV.......................................................»...................................._.»..... ........... »5 .:.....:..::»:....».... INSURANCE .....5 ARTICLEVI....»............»............................................ ................................... RECORDS AND REPORTS.................................................. . Section 6.1 Maintenance ofArticles Of—Incorporation and Bylaws................... S Section 6 2 Maintenance of Other Corporate Records.............................................. S ction 6 3 Inspection by Directors.............................. S ARTICLE VII_.................. . ..... MISCELLANEOUS....... Section 7.1 F—Iscal Year.................................. 6 Section7.2 Seal............................................... Section 7.3 The Salvation Army...................................... 6 ............................................................. Section 74 Amendment................................ . . 6 i ARTICLE 1 PRINCIPAL OFFICE The principal office for the transaction of the business of the Corporation shall be located at 180 East Ocean Boulevard, Long Beach, County of Los Angeles, California. The Board of Directors may from time to time change the location of the principal office. ARTICLE II BOARD OF DIRECTORS Section 2.1 Number, Selection The Board of Directors shall consist of the National Commander of The Salvation Army in the United States, the Territorial Commander of the Westem 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 are removed or resign pursuant to the provisions hereof. Section 2.2 Removal To the extent consistent with and permitted by the California Nonprofit Public Benefit Corporation Law, 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 2.1 above. Section 2.3 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 2.4 Powers Without prejudice to the general powers conferred by law, the Articles of Incorporation, or these Bylaws, the Board of Directors shall have the custody, control and management of all of the temporalities and property, real and personal, tangible and intangible, belonging to the Corporation and the revenues therefrom, and shall administer the same in accordance with the discipline, rules and usages of The Salvation Army, a California corporation. The Board of Directors may exercise all powers of the Corporation and do all lawful acts and - I - things which are not by law, the Articles of Incorporation or these Bylaws prohibited. Section 2.5 Regular Meetings Regular meetings of the board of Directors shall be held at such time and place as shall be determined by resolution of the Board. Section 2.6 Special Meetings Special meetings of the Board of Directors shall be called by the Secretary on the written request of the Chairman of the Board, the President, the Vice President or any three directors. Such request shall state the purpose of the proposed meeting, and the business transacted at such special meeting shall be confined to the purpose stated in such request. Section 2.7 Notice Notice of all special meetings of the Board of Directors, stating the time, place and purpose thereof, shall be given at least four days before the time fixed for such meeting if sent by first-class mail, or at least forty-eight hours before the time fixed for such meeting if delivered personally or by telephone or telegram, to each director at such address as appears on the books of the Corporation Section 2.8 Waiver of Notice A director, either before or after the meeting, may waive notice of any meeting of the Board of Directors and his written waiver shall be deemed equivalent to notice. Attendance at a meeting by a director shall constitute waiver of notice of the meeting unless such director objects, prior to the transaction of any business, that the meeting was not lawfully called or convened. Section 2.9 Action Without a Meeting Any action by the Board of Directors may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. For purposes of this section only, "all members of the Board" shall not include any "interested person" as defined in Section 2.12 of the Bylaws. Section 2.10 Quorum At all meetings of the Board of Directors, a majority of the authorized number of directors shall constitute a quorum for the transaction of business, provided that either the Territorial Commander of the Territorial Chief Secretary is present at such meeting. Unless otherwise provided by law or these Bylaws, the act of a majority of the directors present at any meeting having a quorum shall be the act of the Corporation. Section 2.11 Voting At any meeting of the Board of Directors each director present shall be entitled to one vote. Section 2.12 Interested Persons: No Compensation (a) Not more than 49% of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (1) any person being compensated by the Corporation for services rendered to it within the previous twelve months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (2) any brother, sister, ancestor, descendant, spouse, brother-in- law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of any such person- (b) The directors of the Corporation shall serve without compensation. ARTICLE III OFFICERS Section 3.1 Officers The officers of the Corporation shall be a Chairman of the Board, a President, a Vice President, a Secretary, a Treasurer and such other officers as may be authorized by the Board of Directors. Any number of offices may be held by the same person except that neither Secretary nor the Treasurer may serve concurrently as either the Chairman of the Board or the President. Section 3.2 Ex Officio Officers Whoever shall be National Commander of The Salvation Army in the United States, Territorial Commander of the Western Territory of The Salvation Army in the United States, and Territorial Chief Secretary of the Western Territory of The Salvation Army in the United States, shall be ex officio Chairman of the Board, President and Vice President, respectively, of the Corporation. Section 3.3 Elected Officers The Board of Directors shall elect a Secretary and Treasurer, and may elect such other officers, including Assistant Secretaries and Assistant Treasurers, and may appoint such other agents as it shall deem necessary, all of whom shall have such authority, perform such duties, and serve for such terms, as may from time to time be determined by the Board of Directors. Officers elected and agents appointed by the Board of Directors are subject to removal by the Board of Directors at any time, with or without cause. Section 3.4 Duties The officers shall have the authority and shall perform the duties usually associated with.their respective offices and as shall be assigned to them from time to time by the Board of Directors, including the following: (a) The Chairman of the Board shall act as the chief executive officer of the Corporation, shall have the responsibility for the supervision and management of the affairs of the Corporation, shall preside at all meetings of the Board of Directors, and shall sign all bonds, deeds, mortgages, contracts, agreements and other instruments in writing made or entered into by the Corporation. Notwithstanding the foregoing, the Chairman of the Board by written instrument may delegate any or all of his duties and powers to the President for such term and under such conditions as shall be set forth in the Instrument- (b) In the event of the absence or disability of the Chairman of the Board, his duties shall be performed by the President, and, in the event of the absence or disability of both the Chairman of the Board and the President, by the Vice President. (c) The Secretary shall attend and keep a record of all of the proceedings of the Board of Directors and of such committees as the Board of Directors may prescribe, shall keep and maintain such other records as are from time to time required by the Board of Directors, shall be the custodian of the corporate seal and shall, when required to do so, affix the same, attested by his signature, to all notes, bonds, deeds, mortgages, contracts, agreements and other instruments in writing made or entered into by the Corporation, and shall perform such other duties as may be prescribed by the Board of Directors. An Assistant Secretary elected by the Board of Directors shall perform the duties of the Secretary whenever the Secretary is absent or unable to act. (d) The Treasurer shall have custody of all funds of the Corporation, shall keep full and accurate account of receipts and disbursements, shall deposit all corporate money and other valuable effects in the name and to the credit of the Corporation in a depository or depositories designated by the Board of Directors, and shall disburse or cause to be disbursed the funds of the Corporation. The Treasurer, on request, shall render to the President, the Board of Directors and The Salvation Army, a California corporation, an account of his transactions as Treasurer and of the final financial condition of the Corporation. _ d _ ARTICLE IV 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, fines and settlements incurred as a result of any claims or proceedings against such person by reason of his position or relationship as an agent of this corporation. ARTICLE V INSURANCE The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of this Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not this Corporation would have the power to indemnify the agent against the liability under the provisions of Article IV. ARTICLE VI RECORDS AND REPORTS Section 6.1 Maintenance of Articles of Incorporation and Bylaws The Corporation shall keep at its principal executive office, or if its principal executive office is not in the state of California, at its principal business office in this state, the original or a copy of the Articles of Incorporation and Bylaws as amended to date. Section 6.2 Maintenance of Other Corporate Records The accounting books, records and minutes of proceedings of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept either in written or typed form or in any other form capable of being converted into written, typed or printed form. Section 6.3 Inspection by Directors Every director shall have the absolute right at any reasonable time to inspect the Articles of Incorporation, Bylaws, the books, records and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations, if any. This inspection by a director may be made in - 5 - person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents. ARTICLE VII MISCELLANEOUS Section 7.1 Fiscal Year The fiscal year of the Corporation shall be October 1 through September 30 inclusive. Section 7.2 Seal The Corporation shall have a seal of which the impression set opposite this section shall be an identification. Section 7.3 The Salvation Army Any action required or permitted to be taken by The Salvation Army, a California corporation, shall be authorized by appropriate resolution of the Board of Directors of The Salvation Army, a California corporation, and notice of such action shall be evidenced by the certificate of the Secretary of The Salvation Army, a California corporation, that the appropriate resolution was adopted by its Board of Directors. Section 7.4 Amendment These Bylaws may be amended provided (a) the amendment has been approved by the Board of Directors (by the affirmative vote of at least a majority of the authorized number of directors) at any meeting of the Board of Directors, the notice for which included notice of the proposed amendment, and (b) the amendment has been approved by The Salvation Army, a California corporation. CERTIFICATE I, Allie Laura Niles, do hereby certify that I am the duly elected, qualified and acting Secretary of The Salvation Army, a California Corporation ("the California Corporation"), and that, pursuant to Section 7.3 of the attached By- Laws, the foregoing copy of By-Laws is a true and correct copy of the By-Laws of The Salvation Army Services, Inc. ("the Corporation") as amended, and authorized by resolution of the Board of Directors of the California Corporation on the twenty- sixth of July, 2000 and the Corporation, and such By-Laws 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 twenty-fifth day of April, 2001 at the principal office and place of business of the Corporation in Long Beach, California. Allie Laura Ni Secretary /seal/ CERTIFICATE I, Allie Laura Niles, do hereby certify that I am the duly elected, qualified and acting Secretary of The Salvation Army Services, Inc., a California nonprofit corporation ('the Corporation"), that the foregoing copy of By-Laws is a true and correct copy of the By-Laws of the Corporation, as amended by the Board of Directors of the Corporation, pursuant to Section 7.4 and such By-Laws 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 twenty-fifth day of April, 2001 at the principal executive office of the Corporation in Long Beach, California. Allie Laura Ni{ s, Secretary lsealr' The Salvation Army I Southwest Division Apache Junction,AZ Community Corps ►'� City of Apache Junction Health & Huna Services Commission Request of Financial Assistance 2022 Application Revenue Sources Breakdown: Contributions $ 27,080 Gifts-In-Kind $ 150,000 Related Organizations $ 116,835 Earnings on Legacies $ 11,746 Gov't Grants & Fees $ 26,025 Total $331,687 Salvation Army Apache Junction Corps Community Center Government Funding: Pinal Board of Supervisors Grant $22,500 THE SALVATION ARMY I WESTERN TERRITORY I USA (A CALIFORNIA CORPORATION) i BOARD OF DIIRECTORS KYLE SMITH KENNETH G.HODDER DIRECTOR CHAIRMAN OF THE BOARD/DIRECTOR 30840 HAWTHORNE BLVD 615 SLATERS LANE RANCHO PALOS VERDES,CA 90275 ALEXANDRIA,VA 22313 Telephone: (562)491-8348 Telephone: (703)684-5500 E-mail: kyle.smith(&usw.salvationarmy.org E-mail: kenneth.hodder(&usn.salvationarmy.org LISA SMITH DOUGLAS RILEY DIRECTOR PRESIDENT/DIRECTOR 30840 HAWTHORNE BLVD 30840 HAWTHORNE BLVD RANCHO PALOS VERDES,CA 90275 RANCHO PALOS VERDES,CA 90275 Telephone: (562)491-8472 Telephone: (562)436-8496 E-mail: lisa.smith(a)usw.salvationarmy.org E-mail: doug.riley(&usw.salvationarmy.org COLLEEN RILEY KELLY IGLEHEART DIRECTOR VICE PRESIDENT/DIRECTOR 30840 HAWTHORNE BLVD 30840 HAWTHORNE BLVD RANCHO PALOS VERDES,CA 90275 RANCHO PALOS VERDES,CA 90275 Telephone: (562)491-8389 Telephone: (562)491-8454 E-mail: colleen.riley(&usw.salvationarmy.org E-mail: kelly.igleheart(&usw.salvationarmy.org MARCIA SMITH KELLY PONTSLER DIRECTOR TREASURER/DIRECTOR 30840 HAWTHORNE BLVD. 30840 HAWTHORNE BLVD RANCHO PALOS VERDES,CA 90275 RANCHO PALOS VERDES,CA 90275 Telephone: (562)491-8403 Telephone: (562)491-8450 E-mail: marcia.smith(-)usw.salvationarmy.org E-mail: kelly.pontsler(&usw.salvationarmy.org STEPHEN C. SMITH DONNA IGLEHEART DIRECTOR DIRECTOR 30840 HAWTHORNE BLVD 30840 HAWTHORNE BLVD. RANCHO PALOS VERDES,CA 90275 RANCHO PALOS VERDES,CA 90275 Telephone: (562)491-8445 Telephone: (562)491-8390 E-mail: steve.smith(&usw.salvationarmy.org E-mail: donna.igleheart(&usw.salvationarmy.org ►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition Boulevard o Agenda Item Cover Sheet Apache Junction,AZ U =i 85119 Agenda Item No.4. �Piz oN* File ID: 22-190 Sponsor: Agenda Date: 3/28/2022 Index: In Control: Health and Human Services Commiss Interview of applicants for Fiscal Year 2023 human services funding. City of Apache Junction,Arizona Pagel Printed on 8/25/2026 ►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition Boulevard o Agenda Item Cover Sheet Apache Junction,AZ U =i 85119 Agenda Item No. 5. �Piz oN* File ID: 22-195 Sponsor: Agenda Date: 3/28/2022 Index: In Control: Health and Human Services Commiss Announcement of community events. City of Apache Junction,Arizona Pagel Printed on 8/25/2026 ►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition Boulevard o Agenda Item Cover Sheet Apache Junction,AZ U =i 85119 Agenda Item No.6. �Piz oN* File ID: 22-194 Sponsor: Agenda Date: 3/28/2022 Index: In Control: Health and Human Services Commiss The regularly scheduled commission meetings are the fourth Monday of each month at 5:00 p.m. in the city council chambers located at 300 E. Superstition Boulevard. City of Apache Junction,Arizona Pagel Printed on 8/25/2026