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Agenda 07-19-22 The City of tix Boynton Beach City Commission Agenda Tuesday, July 19, 2022, 6:00 PM GoToWebinar Online Meeting and City Hall Commission Chambers, 100 E. Ocean Avenue Boynton Beach City Commission Mayor Ty Penserga (At Large) Vice Mayor Angela Cruz (District 1) Commissioner Woodrow L. Hay (District 11) Commissioner Thomas Turkin (District 111) Commissioner Aimee Kelley (District IV) James Stables, Interim City Manager Michael Cirullo, City Attorney Maylee DeJesus, City Clerk *Mission* To create a sustainable community by providing exceptional municipal services, in a financially responsible manner. www.boy nton-beach.org Page 1 of 1598 Welcome Thank you for attending the City Commission Meeting General Rules & Procedures for Public Participation at City of Boynton Beach Commission Meetings The Agenda: There is an official agenda for every meeting of the City Commissioners, which determines the order of business conducted at the meeting. The City Commission will not take action upon any matter, proposal, or item of business, which is not listed upon the official agenda, unless a majority of the Commission has first consented to the presentation for consideration and action. • Consent Agenda Items: These are items which the Commission does not need to discuss individually and which are voted on as a group. • Regular Agenda Items: These are items which the Commission will discuss individually in the order listed on the agenda. • Voice Vote: A voice vote by the Commission indicates approval of the agenda item. This can be by either a regular voice vote with "Ayes& Nays" or by a roll call vote. Speaking at Commission Meetings: The public is encouraged to offer comment to the Commission at their meetings during Public Hearings, Public Audience, and on any regular agenda item, as hereinafter described. City Commission meetings are business meetings and, as such, the Commission retains the right to impose time limits on the discussion on an issue. • Public Hearings: Any citizen may speak on an official agenda item under the section entitled "Public Hearings." • Public Audience: Any citizen may be heard concerning any matter within the scope of the jurisdiction of the Commission - Time Limit- Three (3) Minutes. Regular Agenda Items: Any citizen may speak on any official agenda item(s) listed on the agenda after a motion has been made and properly seconded, with the exception of Consent Agenda Items that have not been pulled for separate vote, reports, and presentations. - Time Limit- Three (3) Minutes. Addressing the Commission: When addressing the Commission, please step up to either podium and state your name for the record. Decorum: Any person who disputes the meeting while addressing the Commission may be ordered by the presiding officer to cease further comments and/or to step down from the podium. Failure to discontinue comments or step down when so ordered shall be treated as a continuing disruption of the public meeting. An order by the presiding officer issued to control the decorum of the meeting is binding, unless over-ruled by the majority vote of the Commission members present. Please turn off all cellular phones in the City Commission Chambers while the City Commission Meeting is in session. The City of Boynton Beach encourages interested parties to attend and participate in public meetings either in-person or via communications media technology online. To view and/or participate in the City Commission meeting online you have the following options: Page 2 of 1598 1. Watch the meeting online, but not participate: You may watch the meeting via the GoToWebinar platform. Visit the City's website at www.boynton-beach.org to access the up-to-date link to the meeting. 2. Watch the meeting online and provide public comment during the meeting: To request to speak during the meeting, you can electronically "raise your hand" or type a question using the GoToWebinar platform. The meeting moderator will announce when it is your turn to speak or have your question addressed. Please note that time limits will be enforced so comments must be limited to no more than 3 minutes. For additional information or for special assistance prior to the meeting, please contact Mavlee De Jesus, City Clerk at cityclerk@bbfl.us or (561) 742-6061. Page 3 of 1598 1. Openings A. Call to Order - Mayor Ty Penserga Roll Call Invocation by Rabbi Michael Simon, Temple Beth Kodesh Pledge of Allegiance to the Flag led by Commissioner Woodrow Hay Agenda Approval: 1. Additions, Deletions, Corrections 2. Adoption 2. Other A. Informational items by the Members of the City Commission. 3. Announcements, Community And Special Events And Presentations A. Recognition of Intentions Enterprise as a new Inclusion Works Business Partner by Stephanie Soplop and Ted Goodenough. B. Recognize July 26, 2022 as the 32nd Anniversary of the Americans with Disabilities Act (ADA). The proclamation will be accepted by Stephanie Soplop, ADA Title II Coordinator, Ted Goodenough, ADA Coordinator Assistant, and members of the City's Inclusion Support Team. 4. Public Audience Individual Speakers Will Be Limited To 3 Minute Presentations (at the discretion of the Chair, this 3 minute allowance may need to be adjusted depending on the level of business coming before the City Commission) 5. Administrative A. Appoint eligible members of the community to serve in vacant positions on City Advisory Boards. B. Ratify the selection of Dr. Valerie Valcourt as the Chair and Lori Wilkinson as the Vice Chair of the Education & Youth Advisory Board. 6. Consent Agenda Matters in this section of the Agenda are proposed and recommended by the City Manager for "Consent Agenda" approval of the action indicated in each item, with all of the accompanying material to become a part of the Public Record and subject to staff comments A. Accept the written report to the Commission for purchases over $10,000 for the month of June 2022. B. Approve the one-year extension for RFPs/Bids and/ or piggy-backs for the procurement of services and/or commodities under $100,000 as described in the written report for July 19, 2022 - "Request for Extensions and/or Piggybacks." C. Proposed Resolution No. R22-099-Approve First Substantial Amendment to the CDBG Annual Action Plan Fiscal Year (FY) 2021, to reallocate leftover funds from FY 2015, 2016, 2017, 2018, 2019, and 2020, to fund a public improvement activity. D. Proposed Resolution No. R22-100- Adopt the City of Boynton Beach's Community Development Block Grant (CDBG) Five-Year Consolidated Plan for FY2022-2026 and the First Page 4 of 1598 Year Annual Action Plan for FY2022 and authorizing the Interim City Manager's execution of the required HUD forms and certifications. E. Proposed Resolution No. R22-101 - Approve Third Amendment to Community Development Block Grant (CDBG) Citizen Participation Plan, to modify Consolidated Plan amendment section, to adjust threshold for invoking substantial program amendment, changes required per federal regulations at 24 CFR Part 91.220, regarding changes to the Annual Action Plan. F. Legal Expenses - May, 2022 - Information at the request of the City Commission. No action required. G. Approve the piggybacking of the NASPO Contract number 43230000-NASPO-16-ACS-SVAR, which satisfies the City of Boynton purchasing policy and issue a purchase order for the software subscription renewal purchase of Qualys advanced threat detection and patch management software for the annual cost of$48,330.00 H. Approve minutes from the June 25, 2022 City Commission Workshop Meeting, and the July 5, 2022 City Commission Meeting. 7. Consent Bids And Purchases Over$100,000 A. Approve the one-year extension for RFPs/Bids and/ or piggy-backs for the procurement of services and/or commodities over $100,000 as described in the written report for July 19, 2022 - "Request for Extensions and/or Piggybacks." B. Approve the purchase of one (1) replacement vehicle contingent on City Commission's approval of staff recommendations of the usage of CDBG funds (CDBG FY-2021 Substantial Amendment recommendation to use CDBG accrued funds totaling $1,072,040 and CDBG FY2022/23- Public Improvements — Purchase of Fire Equipment Activity $231,930), for an estimated amount of $1,303,970. C. Approve the purchase of two (2) replacement vehicles (ambulances) that were approved in the FY21-22 budget by utilizing the Sourcewell contract 022118-PLC for an estimated amount of $1,068,839.12. D. Approve an increase to the estimated expenditure with MacMillan Oil Company, LLC of Hialeah, FL from $1,000,000 to $1,400,000.00 per the City of Delray's Agreement ITB #2017-047 due to fuel price increases. The City of Delray's bid process satisfies the City's competitive bid requirements. E. Proposed Resolution No. R22-102 - Approve and Authorize the Mayor to sign a First Amendment to the Subrecipient Grant Agreement from the Department of Economic Opportunity (DEO) Community Development Block Grant-Mitigation (CDBG-MIT) program awarded in the amount of$2,100,000 for the East Water Treatment Plant Generator Replacement Project. F. Approve an increase of spending in the amount of $65,000 with Brenntag Mid-South, Inc. for Sodium Hydroxide used in Water Treatment, for a total of$284,000 for Fiscal Year 21-22. 8. Public Hearina 6 p.m. or as soon thereafter as the agenda permits. The City Commission will conduct these public hearings in its dual capacity as Local Planning Agency and City Commission. 9. City Manager's Report - None 10. Unfinished Business A. Human Resources will provide an update on the City Manager search. Page 5 of 1598 11. New Business A. Proposed Resolution No. R22-096-Adopt a Proposed Millage Rate of 7.8500 mills. B. Proposed Resolution No. R22-097- Adopt a Preliminary Fire Assessment Rate for FY 2022- 23. C. Proposed Resolution No. R22-098-Adopt a Preliminary Canal Maintenance Assessment Rate for FY 2022-23. Pursuant to the provisions of Ordinance No. 21-011, Sections 166.021 and 166.041, Florida Statutes, and other applicable provisions of law. 12. Legal - None 13. Future Agenda Items A. Commission discussion on staff research of legal options to help mitigate rental prices and tenant rights, requested by Mayor Penserga. - TBD B. Discussion on the Red Light Camera Program requested by Commissioner Turkin. - TBD C. Discussion on observing Juneteenth as a City holiday, requested by Commissioner Hay. - TBD D. Discuss a potential park in Leisureville, requested by Vice Mayor Cruz. - TBD E. Research feasibility of Solar Panels on City buildings, requested by Mayor Penserga.- TBD F. Report on the status of infrastructure within the City, requested by Mayor Penserga.-TBD G. Local Rules and Procedures for Commission Meetings, requested by Mayor Penserga.-TBD H. Consider a LDR amendment to add a requirement for a minimum commercial area percentage to mixed use developments, requested by Mayor Penserga.-TBD 14. Adjournment Notice lfaperson decides to appeal to any decision made by the City Commission with respect to any matter considered at this meeting,He/She will need a record ofthe proceedings and,for such purpose,He/She may need to ensure that a verbatimrecord ofthe proceedings is made,which record includes the testimony and evidence upon which the appeal is to be based.(ES.286.0105) The city shall furnish appropriate auxiliary aids and services where necessary to afford an individual with a disability an equal opportunity to participate in and enjoy the benefits of a service,program,or activity conducted by the city.Please contact the City Clerks office,(561)742- 6060 or(TTY)1-800-955-8771,at least 48 hours prior to the programor activity in order for the city to reasonably accommodate your request. Additional agenda iterns may be added subsequent to the publication ofthe agenda on the city's web site.Information regarding iterns added to the agenda after it is published on the city's web site can be obtained fromthe office ofthe City Clerk Page 6 of 1598 1.A. Opening Items 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Call to Order- Mayor Ty Penserga Roll Call Invocation by Rabbi Michael Simon, Temple Beth Kodesh Pledge of Allegiance to the Flag led by Commissioner Woodrow Hay Agenda Approval: 1. Additions, Deletions, Corrections 2. Adoption Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 7 of 1598 2.A. Other 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Informational items by the Members of the City Commission. Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 8 of 1598 3.A. Announcements, Community and Special Events and Presentations 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Recognition of Intentions Enterprise as a new Inclusion Works Business Partner by Stephanie Soplop and Ted Goodenough. Explanation of Request: The City's Inclusion Works Business Recognition Program is open to all businesses that are located within City limits and have a current BTR with the City. The goal of this free program is to provide resources to businesses to eliminate barriers to individuals with disabilities and showcase the businesses that are inclusive. The City's Inclusion Works Team informs businesses about the program and helps them to meet the requirements so they can be recognized as an Inclusion Works Business Partner. How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 9 of 1598 3.B. Announcements, Community and Special Events and Presentations 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Recognize J my 26, 2022 as the 32nd Anniversary of the Americans with Disabilities Act (ADA). The proclamation will be accepted by Stephanie Soplop, ADA Title I I Coordinator, Ted Goodenough, ADA Coordinator Assistant, and members of the City's Inclusion Support Team. Explanation of Request: Inclusion is a core value in the City of Boynton Beach where people with and without disabilities can feel welcome to live, work and play. The goals of the ADA include equality of opportunity, full participation, economic self-sufficiency, and independent living. The City of Boynton Beach will continue to work toward full ADA compliance and inclusiveness and encourages and supports community partners and businesses in doing the same. How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Type Description Proclamation Proclamation ADA Anniversary Page 10 of 1598 lay proclamation WHEREAS, July 26, 2022 marks the 32nd anniversary of the enactment of the Americans with Disabilities Act of 1990 (ADA);and WHEREAS, Prior to the enactment of the ADA,people with disabilities were often segregated and denied equality of opportunity based on fear,ignorance,prejudice,stereotypes,and labels;and WHEREAS, the goals of the ADA include equality of opportunity,full participation,economic self- sufficiency,and independent living;and WHEREAS,State and local governments and businesses recognized the public interest in extending civil rights protections to all people,including people with disabilities;and WHEREAS, thirty two years after the enactment of the ADA, the law remains a crucial tool in addressing persistent discrimination, including failure to: ensure competitive, integrated employment; provide meaningful opportunities to community-based services and supports; and eliminate new barriers to equal opportunity, such as inaccessible websites, online systems, mobile apps, and other forms of information and communication technology, algorithm bias in artificial intelligence,lack of access to the gig economy,and ineffective or inadequate responses to pandemics and other state-or national-level emergencies; NOW,THEREFORE,I,Ty Penserga,by virtue of the authority vested in me as Mayor of the City of Boynton Beach,do hereby reaffirm that the City of Boynton Beach will continue to work toward full ADA compliance and encourage and support our community partners and businesses to do the same. 32nd ANNIVERSARY OF THE AMERICANS WITH DISABILITIES ACT IN WITNESS WHEREOF,I have hereunto set my hand and caused the Seal of the City of Boynton Beach,Florida,to be affixed at Boynton Beach,Florida the 19th day of July,Two Thousand and Twenty- Two. Ty Penserga,Mayor ATTEST: Maylee De Jesus City Clerk 5.A. Administrative 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Appoint eligible members of the community to serve in vacant positions on City Advisory Boards. Explanation of Request: The attached list contains term openings and vacancies on the various advisory boards with the designated Commission Members having the responsibility for the appointment to fill each term opening and vacancy. How will this affect city programs or services? Appointments are necessary to keep City Advisory Boards full and operating as effectively as possible. Fiscal Impact: Alternatives: Allow vacancies to remain unfilled. Strategic Plan: Building Wealth in the Community Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Type Description Attachment Appointments and Applicants for 07-19-22 Attachment Pedro, Nicole Education and Youth Advisory Board Page 12 of 1598 Appointments and Applicants for July 19, 2022 Building Board of Adjustments and Appeals IV Kelley Alt 1 yr term to 3/23 Applicants: None Education and Youth Advisory Board I Cruz Reg 2 yr term to 3/24 IV Kelley Student 1 yr term to 3/23 Mayor Penserga Student 1 yr term to 3/23 Applicant: Nicole Padro, Current alternate member requesting to fill the vacant regular member position. Historic Resources Preservation Board IV Kelley Reg 2 yr term to 3/24 Mayor Penserga Alt 1 yr term to 3/23 Applicants: None Library Board II Hay Reg 2 yr term to 3/24 Mayor Penserga Alt 1 yr term to 3/23 I Cruz Alt 1 yr term to 3/23 Applicants: None Page 13 of 1598 Stanzione, Tammy From: City Clerk Sent: Thursday,June 02, 2022 1:59 PM To: Stanzione, Tammy Subject: FW. Advisory Board Appointment application Attachments: Nicole_Prado.-Resurne.clocx From: nicolede.prado<no reply@ 123form builder.com> Sent:Thursday,June 2, 2022 1 3 PM To:City Clerk<CityClerk@bbfl.us> Subject:Advisory Board Appointment application Today's date 06/02/2022 Name Nicole Prado, Phone number 561-643-4014 Address 1499 S Federal Hwy Unit 252 Boynton Beach FL 33435 United States Email nicole.de.prado@gmaii.com Current occupation or, if retired,prior Freelance occupation Education Bachelor's Degree of Fine Arts in Graphic Design Are you a registered Yes voter? Do you reside within the Boynton Beach Yes City limits? Do you own/manage a business within City No limits? if"yes", name of business: Are you currently serving on a City No board? Have you served on a No City board in the past? if"yes",which board(s)and when? i. Page 14 of 1598 sa Have you ever been convicted of a crime? Yes if"yes",when and Picketing; Washington D.C.;2021 where? Advisory Board Education and Youth Advisory Board if appointed by the City Commission to serve as Board Chair or Yes Vice Chair are you willing to serve in this capacity? Personal Qualifications I am a mother of 2 little kids and am therefore interested in being able to help other children in, my community. I'm fluently bilingual in English and Spanish and have many years working with the Hispanic community stateside as well as abroad(worked in predominantly Hispanic community for years,also served as translator; lived 6 years in Bolivia and Argentina). I am also accustomed to working in leadership roles, working in groups, managing businesses,etc. I am currently working with other parents doing community outreach to help keep St.Joseph's Episcopal School open. I have been designing their graphic material as well. I'd love to further grow into the community I love by helping. Professional Memberships Feel free to attach/upload an extra,hups:11form.123fo rmibu ilde rco m&p load did.phl2?fileid=9b32cea4lfae5da544cc99ee8aOlfa98 sheet or resume. Certification 1,the applicant, hereby certify that the statements and answers provided herein are true and accurate. I understand that, if appointed, any false statements may be cause for removal from a board. The message has been sent from 73,1.131.199(United States)at 2022-06-02 12:36:40 on Safari 15.1 Entry ID:554 Referrer: https ://www,boynton-beach.orgj Form Host.https:Lform.123formbuilder.comZ583214/advisory-board-,appointment-appligation 2 Page 15 of 1598 Iii NICOLE PRADO 1499 South Federal Highway, Unit 252, Boynton Beach, FL 33435 nicol e.de,pradoPgmaiLcom wwwnicole,pra,do.coni 561.6414014 Project Manager, Designer, Mother and Wife seeking to better aid my community. PROFESSIONAL TRAINING Montgomery Community College, Takoma Park and Rockville, MD, AFA (Graphic Design) 2018 Maryland Institute College of Arts (MICA), Baltimore, MD, BFA (Graphic Design) 2021 SKILLS Bilingual: English and Spanish Adobe Illustrator, Photoshop, InDesign, After Effects, Premiere Pro Microsoft Word, PowerPoint, Excel HTML, CSS Conventional Painter EXPERIENCE Business Administration Vann Jordan, New York, NY, and Washington, DC, 2019-2022, Management Consultant for remodeling contractor Pacheco and Associates, Washington, DC, 201.5-2018, Manager, Personal Lines of Insurance Praxis EMR, Buenos Aires, Argentina, 2014, Service Associate for medical records firin, Teaching Professor TOEFL, Buenos Aires, Argentina, 2015, English Teacher and Tutor Graphic Design Varadero Communications, New York, NY, 2021 Nicole Prado Design, Gaithersburg, MD and Boynton Beach, FL, 2018-2021 References available on request Home studio/office available 4�' Page 16 of 1598 Stanzione, Tammy From: Nicole Prado <nicole.de.prado@gmail.com> Sent: Thursday, June 30, 2022 6:48 PM To: City Clerk Subject: Education and Youth Advisory Board Hello, I am currently an alternate but would like to be switched to a regular member for the Education &Youth Advisory Board. Sherri advised I should email here to request this change. Thank you, Nicole Prado i Page 17 of 1598 5.B. Administrative 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Ratify the selection of Dr. Valerie Valcourt as the Chair and Lori Wilkinson as the Vice Chair of the Education & Youth Advisory Board. Explanation of Request: At the March 24, 2022 meeting of the Education &Youth Advisory Board, Dr. Valerie Valcourt was appointed as Board Chair and at the June 23, 2022 meeting Lori Wilkinson was appointed as Vice Chair. Per the City's Ordinance No. 21-016, the City Commission must ratify the selection of the Board Chair and Vice-Chair. How will this affect city programs or services? Fiscal Impact: No fiscal impact. Alternatives: None recommended. Strategic Plan: High Performing Organization Strategic Plan Application: Climate Action Application: N/A Is this a grant? Grant Amount: Attachments: Page 18 of 1598 6.A. Consent Agenda 7/19/2022 City of Boynton Beach ' Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Accept the written report to the Commission for purchases over$10,000 for the month of June 2022. Explanation of Request: Per Ordinance No.01-66, Chapter 2, Section 2-56.1 Exceptions to competitive bidding, Paragraph b, which states: Further, the City Manager, or designee is authorized to execute a purchase order on behalf of the City for such purchases under the$35,000 bid threshold for personal property, commodities, and services, or$100,000 for construction. The City Manager shall file a written report with the City Commission at the second Commission meeting of each month listing the purchase orders approved by the City Manager, or designee.All backup documentation is available upon request. Below is a list of the purchases for June 2022: Purchase Order# Vendor Amount 221457 ARCHIVESOCIAL, INC. $11,988.00 221462 A-1 AIR SOLUTIONS, LLC $24,464.98 221469 EAGLE PAINTING $12,850.00 221471 DUVAL FORD $26,437.00 221472 VECTOR SOLUTIONS $11,014.08 221473 ALL COUNTY PAVING $29,919.80 221475 BENNETT FIRE PRODUCTS COMPANY $27,780.29 221484 ALL COUNTY PAVING $12,236.32 221487 S H I $13,955.50 221489 EMPIRE OFFICE, INC. $14,030.00 221504 DEVLAND SITE, INC. $29,750.00 221506 MADSEN/ BARR CORPORATION $19,787.50 221507 TRIPP ELECTRIC MOTORS, INC. $17,147.84 221529 GRAYBAR ELECTRIC COMPANY, INC. $22,837.50 221530 GABRIEL, ROEDER, SMITH & CO. $13,440.00 221540 ATLANTIC SOUTHERN PAVING $17,772.50 221547 J. C. WHITE ARCHITECTURAL $13,796.97 221549 DOOR SYSTEMS OF SOUTH FLORIDA $47,500.00 How will this affect city programs or services? Ordinance No.01-66, Chapter 2, Section 2-56.1 assists departments in timely procurement of commodities, services, and personal property. Administrative controls are in place with the development of a special processing form titled "Request for Purchases over$10,000" and each purchase request is reviewed and approved by the Department Director, Finance Department, and City Manager, or designee. Fiscal Impact: This Ordinance provides the impact of reducing paperwork by streamlining processes within the organization. This allows administration to maintain internal controls for these purchases, reduce the administrative overhead of processing for approval, and allowfor making more timely purchases. Alternatives: Page 19 of 1598 Strategic Plan: Strategic Plan Application: Climate Action Application: |athis ogrant? Grant Amount: Attachments: Typo Description D Attachment Purchases over$1O.DDO- June 2022 Page 20Of1598 CITY OF BOYNTON BEACH APPROVED REQUESTS FOR PURCHASES OVER$10,000 FOR JUNE 2022 1. Vendor: ARCHIVESOCIAL,INC. Purchase Amount: $11,988.00 Requesting Department: MARKETING/SPECIAL EVENTS&POLICE Contact Person: ELEANOR KRUSELL Date: 6/1/2022 Brief Description of Purchase: Social Media Archiving Subscription(50/50 Split between departments) Source for Purchase: Sole Source Fund Source: 001-1212-519.44-31 001-2111-521.46-91 2. Vendor: A-1 AIR SOLUTIONS Purchase Amount: $24,464.98 Requesting Department: PUBLIC WORKS Contact Person: GAIL MOOTZ Date: 6/2/2022 Brief Description of Purchase: Wilson Center-Replace the existing chiller coils that have deteriorated,the new coils will be coated Source for Purchase: Contract#:012-2511-20 Fund Source: 303-4101-580.64-18 GG1004 3. Vendor: EAGLE PAINTING Purchase Amount: $12,850.00 Requesting Department: PUBLIC WORKS Contact Person: GAIL MOOTZ Date: 6/3/2022 Brief Description of Purchase: Fire Station#4-Exterior painting of building which includes:Pressure cleaning,masonry conditioner and sealer to stucco walls,patch and caulk,paint satin to stucco walls and pressure clean and paint top of metal awnings. Source for Purchase: Contract#013-2511-19 Fund Source: 303-4128-522.62-01 FA2203 4. Vendor: DUVAL FORD Purchase Amount: $26,437.00 Requesting Department: PUBLIC WORKS Contact Person: BILL DARTY Date: 6/3/2022 Brief Description of Purchase: Purchase of Ford Escape Hybrid-Fire Rescue Source for Purchase: Piggyback:Florida Sherris Association Cooperative Fund Source: 501-2516-519.64-33 Contact#:FSA20-VEL28.0 6. Vendor: VECTOR SOLUTIONS Purchase Amount: $11,014.08 Requesting Department: FIRE STATION#5 Contact Person: CHIEF BRUDER Date: 6/6/2022 Brief Description of Purchase: Annual Vector Scheduling software renewal Source for Purchase: Single Source Sin 001-2210-522.46-91 7. Vendor: ALL COUNTY PAVING Purchase Amount: $29,919.80 Requesting Department: ENGINEERING DEPARTMENT Contact Person: CARL FRUMENTI Date: 6/6/2022 Brief Description of Purchase: Asphalt repairs-SW 27th Ave&7th Street-project requested by Utilities Source for Purchase: Contract#PWE22-008 Fund Source: 403-5000-538.65-09 STM031 8. Vendor: BENNETT FIRE PRODUCTS COMPANY Purchase Amount: $27,780.29 Requesting Department: FIRE STATION#5 Contact Person: CHIEF BRUDER Date: 6/7/2022 Brief Description of Purchase: Boots,jackets and trousers-This purchase is consisient with the fire bunker gear currently in use by Boynton Beach Fire Rescue.This gear was purchased at a discount below the current price offered through the Lake City Contract. Source for Purchase: Confirming Order Fund Source: 001-2210-522.52-23 Page 21 of 1598 9. Vendor: ALL COUNTY PAVING Purchase Amount: $12,236.32 Requesting Department: ENGINEERING Contact Person: CARL FRUMENTI Date: 6/10/2022 Brief Description of Purchase: Forest Park-traffic calming/speed humps Source for Purchase: Contract#PEW22-008 Fund Source: 303-4905-580.63-08 CP0266 10. Vendor: SHI Purchase Amount: $13,955.50 Requesting Department: ITS Contact Person: CHARLES STEVENS Date: 6/10/2022 Brief Description of Purchase: Renew annual Carbon Black Cloud Endpoint Standard new generation anti-virus software subscription. Source for Purchase: Piggyback:State of Florida Fund Source: 001-1510-513.46-91 Contract#43230000-NASPO-16-ACS-Software VAR 11. Vendor: EMPIRE OFFICE,INC. Purchase Amount: $14,030.00 Requesting Department: EAST UTILITIES Contact Person: HOWARD KERR Date: 6/10/2022 Brief Description of Purchase: Work Stations/Cubicles are needed in the old map room and Admin Office areas due to the on boarding of new staff.There are no existing cubicles located in these areas. Source for Purchase: Piggyback:State of Florida Fund Source: 403-5000-533.65-02 WT2103 Contract#56120000-19 ACS 12. Vendor: DEVLAND SITE,INC. Purchase Amount: $29,750.00 Requesting Department: EAST UTILITY Contact Person: WILLIAM NEWSOME Date: 6/15/2022 Brief Description of Purchase: Removal and Stockpile of Sludge material from EWTP.Required dig due to swapping treatment units for repairs on the motors and rusted wires. Source for Purchase: Three(3)quotes Fund Source: 401-2811-536.49-17 13. Vendor: MADSEN/BARR CORPORATION Purchase Amount: $19,787.50 Requesting Department: EAST UTILITY ADM IN-Water Distribution Contact Person: TREMAINE JOHNSON Date: 6/16/2022 Brief Description of Purchase: Woolbright Road Emergency Repair Service-12"water main repair damaged caused by directional drill Source for Purchase: Contract#019-2821-19 Fund Source: 401-2811-536.46-47 14. Vendor: TRIPP ELECTRIC MOTORS,INC. Purchase Amount: $17,147.84 Requesting Department: EAST UTILITY Contact Person: DAVID ROLAND Date: 6/16/2022 Brief Description of Purchase: Woolbright Road-repair needed at 1 mill gallon storage tank,pump and motors. Source for Purchase: Three(3)quotes Fund Source: 403-5000-533.65-02 WT2103 15. Vendor: GRAYBAR ELECTRIC COMPANY,INC. Purchase Amount: $22,837.50 Requesting Department: WAREHOUSE Contact Person: JEN PACIELLO Date: 6/23/2022 Brief Description of Purchase: Stock replacement for Soft Starts-Square D(140 amp,110 amp,and 88 amp),when they go bad in the field. Source for Purchase: Three(3)quotes Fund Source: 401-2816-536.52-75 16. Vendor: GABRIEL,ROEDER,SMITH&CO. Purchase Amount: $13,440.00 Requesting Department: FINANCE Contact Person: JONELE LUMA Date: 6/23/2022 Brief Description of Purchase: Professional Actuarial Services for estimates on merger for Boynton Beach PD and PBSO. Source for Purchase: Single Source Fund Source: 001-1211-512.49-17 17. Vendor: ATLANTIC SOUTHERN PAVING Purchase Amount: $17,772.50 Requesting Department: PUBLIC WORKS Contact Person: CARL FRUMENTI Date: 6/24/2022 Brief Description of Purchase: Utilities Dept.-Concrete repairs to driveways and sidewalks at various location-Task 139 Source for Purchase: CONTRACT#010-2512-18 Fund Source: 403-5000-535.65-04 SWR064 Page Page 22 of 1598 18. Vendor: J.C.WHITE ARCHITECTURAL Purchase Amount: $13,796.97 Requesting Department: FINANCE Contact Person: MARIO GUZMAN Date: 6/29/2022 Brief Description of Purchase: Office furniture for new offices on the 3rd and 4th floors in City Hall. Source for Purchase: Piggyback:State of Florida Fund Source: 001-1214-580.63-00 Contract#56120000-19-ACS 19. Vendor: DOOR SYSTEMS OF SOUTH FLORIDA Purchase Amount: $47,500.00 Requesting Department: PUBLIC WORKS Contact Person: GAIL MOOTZ Date: 6/30/2022 Brief Description of Purchase: Construction of Wind Screen at Fleet Bay:Curtain constructed of 3(76mm)on center extruded aluminum sections.Each section framed by continuous double"c"hinge hold clear polycarbonate panels.Includes heavy duty 1/2 HP 115 volt NEMA4 rated jackshaft motor operators with constant pressure to close safety feature. Source for Purchase: Three(3)quotes(hourly rates) Fund Source: 303-4101-580.62-01 GG1901 Page 3 Page 23 of 1598 6.B. Consent Agenda 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Approve the one-year extension for RFPs/Bids and/or piggy-backs for the procurement of services and/or commodities under $100,000 as described in the written report for July 19, 2022 - "Request for Extensions and/or Piggybacks." Explanation of Request: As required, the Finance/Procurement Department submits requests for award to the Commission; requests for approval to enter into contracts and agreements as the result of formal solicitations; and to piggy-back governmental contracts. Options to extend or renew are noted in the "Agenda Request Item" presented to Commission as part of the initial approval process. Procurement seeks to provide an accurate and efficient method to keep the Commission informed of pending renewals and the anticipated expenditure by reducing the paperwork of processing each renewal and/or extension individually and summarizing the information in a monthly report(as required). DESCRIPTION SOLICITATION RENEWAL VENDOR(S) OF NUMBER TERM AMOUNT SOLICITATION Jacobs Hydrogeological RFO No. 023- September 10, Task Orders as Needed (Any Item Engineering Consulting 2022—September over $35K will be brought back to Group Services 2821-18/IT 9, 2023 Commission). Henry Medical State of Florida June 26, 2022 - Annual Estimated Expenditure Schein Supplies Contract June 25, 2023 Medical 42000000-18-ACS $95,000 How will this affect city programs or services? This renewal report will be used for those solicitations, contracts/agreements and piggy-backs that are renewed/extended with the same terms and conditions and pricing as the initial award. Fiscal Impact: Funds have been budgeted under line items as noted on the attached report. Alternatives: Not approve renewals and require new solicitations to be issued. Strategic Plan: Strategic Plan Application: Climate Action Application: Page 24 of 1598 Is this a grant? Grant Amount: Attachments: Type Description D Attachment Bid Extensions and Piggy® acs under $100,000 D Attachment Renewal ® Henry Schein Medical ® 2022-2023 D Attachment Renewal Interest Letter ® Jacobs Engineering Group® 2022-2023 Page 25 of 1598 CITY OF BOYNTON BEACH REQUESTS FOR BID EXTENSIONS AND PIGGY-BACKS July 19, 2022 REQUESTING DEPARTMENT: Utilities DEPARTMENT CONTACT: Christopher Roschek TERM: September 10, 2022 to September 9, 2023 SOURCE FOR PURCHASE: 023-2821-18/IT ACCOUNT NUMBER: 401-2811-536-31-90 VENDOR(S): JACOBS ENGINEERING GROUP ANNUAL ESTIMATED EXPENDITURE: Task Orders as Needed within budget parameters (Any Items over$35K will be brought back to Commission) DESCRIPTION: On July 17, 2018 City Commission authorized the City Manager to sign an agreement as a result of RFQ 023- 2821-18/IT for Hydrogeological Consulting Services. The original term of the contract to perform Hydrogeological Consulting Services by way of individual task orders was for two years through September 9, 2020. Utilities has a need for a certified Hydrogeologists for support in the areas of Aquifer Storage and Recovery Wells; Deep Injection Wells, Landfill and Ground Water Monitoring. The contract allows an option of three (3) one-year renewals. September 10, 2022 through September 9, 2023 is the 31d one-year renewal. REQUESTING DEPARTMENT: MATERIALS AND DISTRIBUTION DEPARTMENT CONTACT: MICHAEL DAUTA TERM: June 26, 2022 thru June 25, 2023 SOURCE FOR PURCHASE: 42000000-18-ACS ACCOUNT NUMBER: 502-0000-141-0100 VENDOR(S): Henry Schein Medical ANNUAL ESTIMATED EXPENDITURE: $95,000 DESCRIPTION: On 5-18-21, City Commission approved the renewal for the utilization of the State of Florida Contract for Medical Supplies. The vendor has agreed to renew the Contract for the one-year renewal option thru June 25, 2023. DocuSign Envelope ID:OD6F94CB-75C3-4802-88C2-442FC2D35E01 Agreement MMS 18016 State of Florida DMS DMS Contract No.42000000-18-ACS Amendment 4 AMENDMENT NO. 4 To the Medical Supplies Contract No. 42000000-18-ACS MPA FOR MMCAP INFUSE AGREEMENT NO. MMS18016 THIS AMENDMENT NO. 4 ("Amendment") is entered into on the date all required signatures are obtained for this document and is by and between the State of Florida, Department of Management Services ("Department", "Member" or "Florida DMS") and Henry Schein Medical, a division of Henry Schein, Inc. a corporation with an address of 135 Duryea Road, Melville, NY 11747 ("Vendor"or"Contractor")collectively referred to as the "Parties" and MMCAP Infuse, an agency of the State of Minnesota ("MMCAP Infuse") regarding the Member Participation Agreement for 42000000-18-ACS ("MPA" or"Contract"). RECITALS WHEREAS, Member and Vendor desires to amend the MPA for MMCAP Contract No. MMS18016 ("Master Agreement"); and WHEREAS, Member, MMCAP Infuse, and Vendor do not intend to alter, amend, interfere, modify, or adjust the contractual relationship of MMCAP Infuse and Vendor. THEREFORE, the Parties agree as follows: Modifications Revision 1:The Parties agreed that the Contract may be amended by mutual agreement as provided underthe"Term" of the MPA: The Contract is renewed for a period one year pursuant to the same terms and conditions, except as amended herein, with a new Contract expiration date of June 25, 2023. Revision 2: The following will be added to the Section "Scope" of the MPA: For the purposes of this MPA the following will apply: 1. All references to "State"will equate to the State of Florida. 2. All references to "supplier"will equate to Contractor or Vendor. Revision 3: The Parties agree to the following amended terms under the "Additional Terms" of the MPA: • Paragraph 4, Florida Transaction Fees, is deleted in its entirety and replaced with the following: 4. Florida Transaction Fees. The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system. Pursuant to Section 287.057(24), F.S., all payments shall be assessed a Transaction Fee of one percent(1.0%), or as may otherwise be established by law,which the vendor shall pay to the State of Florida. Member understands that the Vendor will adjust pricing in the Master Agreement and/or amend the discounts the Vendor provides to Florida Facilities to reflect the Florida Transaction Fee. For payments within the State of Florida accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from payments to the vendor. If automatic deduction is not possible,the vendor shall pay the Transaction Fee pursuant to subsection 60A-1.031(2), F.A.C. By submission of these reports and corresponding payments, Vendor certifies their correctness. All such reports and payments shall be subject to audit by the State of Florida or its designee. The vendor shall receive a credit for any Transaction Fee paid by the vendor for the purchase of any item(s) if such item(s) are returned to the vendor through no fault, act, or omission of the vendor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item is rejected or returned, or declined, due to the Vendor's failure to perform or comply with specifications or requirements of the agreement. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees when automatic deduction becomes available. Member understands that the Vendor will adjust pricing in the Agreement and/or amend the discounts the Vendor provides to for Florida Facilities to reflect the Florida Transaction Fee. Vendors will submit any monthly reports required pursuant to the rule. All such reports and f 1598 e2?q 4 DocuSign Envelope ID:OD6F94CB-75C3-4BO2-88C2-442FC2D35EO1 Agreement MMS 18016 State of Florida DMS DMS Contract No.42000000-18-ACS Amendment 4 payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida. • Paragraph 5, Punch-out Catalog and Electronic Invoicing, is deleted in its entirety and replaced with the following: 5. MFMP Punchout Catalog and Electronic Invoicing. The Contractor is required to provide a MFMP punchout catalog. The punchout catalog provides an alternative mechanism for suppliers to offer the State access to Products awarded under the Contract. The punchout catalog also allows for direct communication between the MFMP eProcurement System and a supplier's Enterprise Resource Planning (ERP) system, which can reflect real-time Product inventory/availability information. Through utilization of the punchout catalog model, a Florida buyer will "punch out" to a supplier's website. Using the search tools on the supplier's Florida punchout catalog site, the user selects the desired Products. When complete, the user exits the supplier's punchout catalog site, and the shopping cart (full of Products) is "brought back"to MFMP. No orders are sent to a supplier when the user exits the supplier's punchout catalog site. Instead, the chosen Products are "brought back" to MFMP as line items in a purchase order. The user can then proceed through the normal workflow steps,which may include adding/editing the Products (i.e., line items) in the purchase order. An order is not submitted to a supplier until the user approves and submits the purchase order, at which point the supplier receives an email with the order details. The Contractor may supply electronic invoices in lieu of paper-based invoices for those transactions processed through MFMP. Electronic invoices may be submitted to the agency through one of the mechanisms as listed below: 1) EDI (Electronic Data Interchange) This standard establishes the data contents of the Invoice Transaction Set (810)for use within the context of an Electronic Data Interchange (EDI)environment. This transaction set can be used for invoicing via the Ariba Network (AN)for catalog and non-catalog goods and services. 2) PO Flip via AN This online process allows Contractors to submit invoices via the AN for catalog and non-catalog goods and services. Contractors have the ability to create an invoice directly from their inbox in their AN account by simply "flipping"the PO into an invoice. This option does not require any special software or technical capabilities. The Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third-party provider of MFMP, a State contractor, the non-exclusive, revocable right and license to use, reproduce, transmit, distribute, and publicly display within MFMP solely for purposes of performing hereunder during the term hereof. In addition, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third-party provider the non-exclusive, revocable right and license to reproduce and display within MFMP the Contractor's trademarks, system marks, logos, trade dress, or other branding designation that identifies Vendor as the seller of the products made available by the Contractor under the Contract solely for purposes of performing hereunder during the term hereof. • Paragraph 12(e), Public Records, is deleted in its entirety and replaced with the following: e. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE DEPARTMENT'S CUSTODIAN OF PUBLIC RECORDS AT LI .FL. , (850) 487-1082 OR 4050 ESPLANADE WAY, SUITE 160, TALLAHASSEE, FLORIDA 32399- 0950. Pge2g gf41598 DocuSign Envelope ID:OD6F94CB-75C3-4BO2-88C2-442FC2D35EO1 Agreement MMS 18016 State of Florida DMS DMS Contract No.42000000-18-ACS Amendment 4 • Paragraph 15, Suspended, Convicted, and Discriminatory Vendor Lists, is deleted in its entirety and replaced with the following: 15. Convicted, Discriminatory,Antitrust Violator, and Suspended Vendor Lists. In accordance with sections 287.133, 287.134, and 287.137, F.S., the Contractor is hereby informed of the provisions of sections 287.133(2)(a), 287.134(2)(a), and 287.137(2)(a), F.S. For purposes of this Contract, a person or affiliate who is on the Convicted Vendor List, the Discriminatory Vendor List, or the Antitrust Violator Vendor List may not perform work as a contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must notify the Department if it or any of its suppliers, subcontractors, or consultants have been placed on the Convicted Vendor List, the Discriminatory Vendor List, or the Antitrust Violator Vendor List during the term of the Contract. In accordance with section 287.1351, F.S., a vendor placed on the Suspended Vendor List may not enter into or renew a contract to provide any goods or services to an agency after its placement on the Suspended Vendor List. A firm or individual placed on the Suspended Vendor List pursuant to section 287.1351, F.S., the Convicted Vendor List pursuant to section 287.133, F.S., the Antitrust Violator Vendor List pursuant to section 287.137, F.S., or the Discriminatory Vendor List pursuant to section 287.134, F.S., is immediately disqualified from Contract eligibility. • The follow is added as Paragraph 16: 16. Conduct of Business. The Contractor must comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business hereunder, including those of federal, state, and local agencies having jurisdiction and authority. For example, the Contractor must comply with section 274A of the Immigration and Nationality Act, the Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if applicable, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran's status. The provisions of subparagraphs 287.058(1)(a)-(c) and (g), F.S., are hereby incorporated by reference. • The following is added as Paragraph 17: 17. Modifications. Any amendments to this MPA must be in writing and signed by the Parties and approved by MMCAP Infuse. If amendments are made to the Master Agreement after the effective date of this MPA, the Contractor shall notify the Florida DMS of such amendments within fifteen (15) calendar days of the Master Agreement being amended. • The following is added as Paragraph 18: 18. Purchases off this Contract. Upon execution of this Contract, agencies, as defined in section 287.012, Florida Statutes, may purchase products and services under this Contract, provided they are MMCAP Infuse members. Any entity making a purchase off of this Contract acknowledges and agrees to be bound by the terms and conditions of this Contract and MMCAP Infuse's membership agreement. • The follow is added as Paragraph 19: 19. Document Inspection In accordance with section 216.1366, F.S., the Florida DMS is authorized to inspect the: (a)financial records, papers, and documents of the Contractor that are directly related to the performance of the Contract or the expenditure of state funds; and (b) programmatic records, papers, and documents of the Contractor which the Florida DMS determines are necessary to monitor the performance of the Contract or to ensure that the terms of the Contract are being met. The Contractor shall provide such records, papers, and documents requested by the Florida DMS within ten (10) Business Days after the request is made. Pge2gqf41598 DocuSign Envelope ID:OD6F94CB-75C3-4802-88C2-442FC2D35E01 Agreement MMS 18016 State of Florida DMS DMS Contract No.42000000-18-ACS Amendment 4 • The following is added as Paragraph 20: 20. Purchases Prerequisites Contractor must ensure that entities receiving payment directly from Customers under this Contract must have met the following requirements: • Have an active registration with the Florida Department of State, Division of Corporations (www.sunbiz.org), or, if exempt from the registration requirements, provide the Department with the basis for such exemption. • Be registered in the MFMP Vendor Information Portal (https:Hvendor.myfloridamarketplace.com). • Have a current W-9 filed with the Florida Department of Financial Services (https:Hflvendor.myfloridacfo.com) BY AND BETWEEN: FOR THE MEMBER: VENDOR: Henry Schein, Inc. on behalf of Henry State of Florida Schein Medical [irCBTM1rM Signed by: Department of Management Services Signature: Signature: Printed: Printed: Robert Herbert Title: Title: VP, U.S. Enterprise Operations Date: Date: 5/24/2022 IN AN APPROVAL CAPACITY ONLY: State of Minnesota for MMCAP Infuse In accordance with Minn. Stat. § 16C.03, subd. 3 Printed: Signature: Date: Minnesota Commissioner of Administration In accordance with Minn. Stat. § 16C.05, subd. 2 Printed: Signature: Date: P q- e'3�gf41598 DocuSign Envelope ID: FDB269F3-B6E1-43C6-8DFE-BF1 BC563A270 DocuSign Envelope ID:0D6F94CB-76C3-4B02-88C2-442FC2D35E01 Agreement MMS1 8016 State of Florida DMS DMS Contract No.42000000-18-ACS Amendment 4 The following is added as Paragraph 20: 20. Purchases Prerequisites Contractor must ensure that entities receiving payment directly from Customers under this Contract must have met the following requirements: • Have an active registration with the Florida Department of State, Division of Corporations (www.sunbiz.org), or, if exempt from the registration requirements, provide the Department with the basis for such exemption. • Be registered in the MFMP Vendor Information Portal(https.//vendor.m-yflo(idamarketi.,)Iace.com). • Have a current W-9 filed with the Florida Department of Financial Services (hJWs--/1ftyenqLor—m-zf—lo(idacfo com) BY AND BETWEEN: FOR THE MEMBER: VENDOR: Henry Schein, Inc. on behalf of Henry State of Florida Schein Medical DocuSigned by: Department ofM*agnt Services Signature: Signature: ..........:. Printed: Prin to Robert Herbert Title: 6ecce-+e, Title: VP, U.S. Enterprise Operations Date: 5/24/2022 Date: IN AN APPROVAL CAPACITY ONLY: State of Minnesota for MMCAP Infuse In accordance with Minn. Stat. § 16C.03, subd. 3 James Babbitt Printed: DocuSigned by: 6/3/2022 Signature: hw.&- Date: EDDE5B1490A484FC Minnesota Commissioner of Administration In accordance with Minn. Stat. § 16C.05, subd. 2 Robbin J Tschida Printed: DocuSigried by- Signature: Date:6/3/2022 Page 4 of 4 Page 31 of 1598 The City of Boynton Beach Finance/Procurement Services 100 E. Ocean Avenue Boynton Beach, FL 33435 P.O. Box 310 Boynton Beach, Florida 33425-0310 Telephone No:(561) 742-6310 June 28, 2022 JACOBS ENGINEERING GROUP Attn: Mario Loaiza 550 W. Cypress Creek Road Fort Lauderdale, Florida 33309 VIA EMAIL TRANSMITTAL TO: Mario.Loaizagiacobs.com RFQ.: Hydrogeological Consulting Services RFQ No.: 023-2821-18/IT CURRENT BID TERM: SEPTEMBER 10, 2021—SEPTEMBER 9, 2022 Dear Mr. Loaiza: The current bid term for"HYDROGEOLOGICAL CONSULTING SERVICES" expires September 9, 2022. The agreement documents allow for three(3)additional one(1)year extensions. The City of Boynton Beach would like to extend the agreement for its 3rd renewal for an additional one-year period with the same terms, conditions, and pricing. Please indicate your response on the following page and return it to Procurement Services via email to pratttp_bbfl.us at your earliest convenience. If you should have any questions, please do not hesitate to contact Taralyn Pratt, Contract Administrator at (561) 742-6308. Sincerely, Mara Frederiksen Director of Financial Services tp America's Gateway to the Gulf Stream Page 32 of 1598 The City of Boynton Beach Finance/Procurement Services 100 E. Ocean Avenue Boynton Beach, FL 33435 P.O. Box 310 Boynton Beach, Florida 33425-0310 Telephone No:(561) 742-6310 June 28, 2022 RFQ.: Hydrogeological Consulting Services RFQ No.: 023-2821-18/IT Agreement between the City of Boynton Beach and JACOBS ENGINEERING GROUP. AGREEMENT RENEWAL TERM: SEPTEMBER 10, 2022—SEPTEMBER 9, 2023 X Yes, I agree to renew the existing agreement under the same terms, conditions, and pricing for an additional one-year term. No, I do not wish to renew the bid for the following reason(s) JACOBS ENGINEERING GROUPiNc NAME OF COMPANY SIGNATURE Sirpa H Hall Manger of Projects NAME OF REPRESENTATIVE TITLE (please print) 6/29/2022 (954) 299 8577 DATE (AREA CODE)TELEPHONE NUMBER Sirpa.Hall@jacobs.com E-MAIL America's Gateway to the Gulf Stream Page 33 of 1598 6.C. Consent Agenda 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Proposed Resolution No. R22-099-Approve First Substantial Amendment to the CDBG Annual Action Plan Fiscal Year (FY) 2021, to reallocate leftover funds from FY 2015, 2016, 2017, 2018, 2019, and 2020, to fund a public improvement activity. Explanation of Request: A substantial plan amendment is required when significant changes are identified for any new projects or current projects that require a change in the budget amount in excess of 20 percent. I n past years, the City has funded projects that did not need to use their entire allocation, leaving the City with "leftover" dollars from previous program years. These activities include Planning and Administration, Housing Rehabilitation and Activity Delivery, and Public Services. The City currently has $1,072,040.00 in past year's funds that need to be (re)allocated. None of these dollars can be used to fund public services or administration. These funds are coming from the following years: Sources of CDBG Funds Uses of CDBG Funds FY 2015 $69,971.81 FY 2016 10,804.00 FY 2017 40,140.93 FY 2018 484,222.47 FY 2019 374,774.50 FY 2020 92,126.29 FY 2021 1,072,040.00 Total $1,072,040.00 $1,072,040.00 The City has a public improvement activity that serves to address the need of replacing older fire equipment that has reached the end of its life cycle. The reallocation of these accrued funds will partially fund the purchase of fire equipment for fire station 1, located within District 2, and it will serve 95 percent of the time census tracts 5601, 5701, 5702, 6100, and 6201, which are the CDBG Target Area in the City Boynton Beach, where 66% of the population is Low/Mod income. The other 5 percent will serve other emergencies in the City. The activity is eligible under 24 CFR 570.201(c) and satisfies the National Objective of activities benefitting low-to-moderate-income persons based on an area benefit criteria where at least 51 percent of the residents of the census tracts served are low and moderate-income persons per 24 CFR 570.208(a)(1). The area must also be primarily residential. Staff is recommending the accrued funds be (re)allocated for the purchase of a Sutphen Extreme Duty Custom SL75 Ladder Truck with an estimated cost of$ 1,303,970.00. Per the Cities' HUD-approved Citizen Participation Plan, public input is required as part of the Consolidated Plan and Action Plan process. In accordance with HUD's Consolidated Plan Regulation 24 CFR 91.105 "Citizen Participation", the City Commission will consider the recommendation at the regular City Commission meeting. How will this affect city programs or services? The Community Development Block Grant Program's purpose is to assist the City of Boynton Beach in meeting the needs of its lower income residents, the purchase of the fire equipment will help improve dramatically the fire related calls for service in the aforementioned census tracts area. Page 34 of 1598 Fiscal Impact: Non-budgeted. Failure to approved the Substantial Amendment could affect the City's CDBG Funds. Alternatives: No to approve the substantial amendment as recommended. Strategic Plan: Strategic Plan Application: N/A Climate Action Application: N/A Is this a grant? Grant Amount: Attachments: Type Description D Resolution Resolution approving Amendment to the FY 2021 Annual Action Plan D Addendum FY 2021 Annual Action Plan Substantial Amendment D Addendum HUD's Lo Mod Income Statistical Data- CDBG Target Area Page 35 of 1598 I RESOLUTION R22-099 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 4 APPROVING THE FIRST SUBSTANTIAL AMENDMENT TO THE CDBG 5 ANNUAL ACTION PLAN FISCAL YEAR (FY) 2021, TO REALLOCATE 6 LEFTOVER FUNDS FROM FY 2015, 2016, 2017, 2018, 2019, AND 2020, 7 TO FUND A PUBLIC IMPROVEMENT ACTIVITY; AND PROVIDING AN 8 EFFECTIVE DATE. 9 10 11 WHEREAS, the Community Development Block Grant Program's purpose is to assist 12 the City of Boynton Beach in meeting the needs of its lower income residents; and 13 WHEREAS, a substantial plan amendment is required when significant changes are 14 identified for any new projects or current projects that require a change in the budget amount 15 in excess of 20 percent; and 16 WHEREAS, in past years, the City has funded projects that did not need to use their 17 entire allocation, leaving the City with "leftover" dollars from previous program years; and 18 WHEREAS, the City currently has $1,072,040.00 in past year's funds that need to be 19 (re)allocated but cannot be used to fund public services or administration; and 20 WHEREAS, the City Commission of the City of Boynton Beach deems it to be in the 21 best interest of the citizens and residents of the City to approve the First Substantial 22 Amendment to the CDBG Annual Action Plan Fiscal Year (FY) 2021, to reallocate leftover funds 23 from FY 2015, 2016, 2017, 2018, 2019, and 2020, to fund a public improvement activity. 24 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF 25 BOYNTON BEACH, FLORIDA, THAT: 26 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 27 being true and correct and are hereby made a specific part of this Resolution upon adoption 28 hereof. 29 Section 2. The City Commission of the City of Boynton Beach, Florida does hereby 30 approve the First Substantial Amendment to the CDBG Annual Action Plan Fiscal Year (FY) 31 2021, to reallocate leftover funds from FY 2015, 2016, 2017, 2018, 2019, and 2020, to fund a 32 public improvement activity. S:\CA\RESO\CDBG Annual Action Plan Amendment FY 2021-Reso.docx 1 Page 36 of 1598 33 Section 3. This Resolution will become effective immediately upon passage. 34 PASSED AND ADOPTED this day of July, 2022. 35 36 CITY OF BOYNTON BEACH, FLORIDA 37 38 YES NO 39 40 Mayor—Ty Penserga 41 42 Vice Mayor—Angela Cruz 43 44 Commissioner—Woodrow L. Hay 45 46 Commissioner—Thomas Turkin 47 48 Commissioner—Aimee Kelley 49 50 51 VOTE 52 53 ATTEST: 54 55 56 57 Maylee De Jesus, MMC 58 City Clerk 59 60 61 (Corporate Seal) S:\CA\RESO\CDBG Annual Action Plan Amendment FY 2021-Reso.docx 2 Page 37 of 1598 • CITY OF BOYNTON BEACH,FL DEPARTMENT OF FINANCIAL SERVICES COMMUNITY IMPROVEMENT DIVISION COMMUNITY DEVELOPMENT BLOCK GRANT FY 2021 Annual Action Plan Substantial Amendment Per the Cities' HUD-approved Citizen Participation Plan,public input is required as part of the Consolidated Plan and Action Plan process. A substantial plan amendment is required when significant changes are identified for any new projects or current projects that require a change in the budget amount in excess of 20 percent. In past years, the City has funded projects that did not need to use their entire allocation, leaving the City with"leftover"dollars from previous program years. These activities include Planning and Administration, Housing Rehabilitation and Activity Delivery, and Public Services. The City currently has $1,072,040.00 in past year's funds that need to be (re)allocated.None of these dollars can be used to fund public services or administration. These funds are coming from the following years: Sources of CDBG Funds Uses of CDBG Funds FY 2015 $69,971.81 FY 2016 $10,804.00 FY 2017 $40,140.93 FY 2018 $484,222.47 FY 2019 $374,774.50 FY 2020 $92,126.29 FY 2021 $1,072,040.00 Total $1,072,040.00 $1,072,040.00 The City has a public improvement activity that serves to address the need of replacing older fire equipment that has reached the end of its life cycle. The reallocation of these accrued funds will partially fund the purchase of fire equipment for fire station 1, located within District 2, and it will serve 95 percent of the time census tracts 5601, 5701, 5702, 6100, and 6201, which are the CDBG Target Area in the City Boynton Beach, where 66% of the population is Low/Mod income. The other 5 percent will serve other emergencies in the City. The activity is eligible under 24 CFR 570.201(c) and satisfies the National Objective of activities benefitting low-to-moderate-income persons based on an area benefit Page 38 of 1598 criteria where at least 51 percent of the residents of the census tracts served are low and moderate- income persons per 24 CFR 570.208(a)(1). The area must also be primarily residential. Staff is recommending the accrued funds be (re)allocated for the purchase of a Sutphen Extreme Duty Custom SL75 Ladder Truck with an estimated cost of S 1,303,970.00. In accordance with HUD's Consolidated Plan Regulation 24 CFR 91.105 "Citizen Participation", a Public Hearing for discussion of this recommendation is required. Page 39 of 1598 N ti N WIT oo a o 00 goo l� o o-o o�0 0 0 0 0 0.0 0io 0 0 0,0 0'0 0 0 0 0 0.0 0.0 0 0 00 m�m m m m m m m m msmm mlm m m m m,6 mo m,ry �m 0 V~i NSH NW N�ci H N N N h H.N 7 0 0 0 0 0 0 0 0 0 7 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 00 . " 00 O S � n ti ,y mfa It w '^ o2° X �.}3e322°�...dEodEZE �° dEZE 0 S� 1� m hj c0th n 7 7�a a0 €n b W V V } t aqi a ZI0 o to;0 o m `^ nen n '�fi6 m o. N€Gi SYJ O Of(O l N J I Q�o a O£O O€O 0 0 6 0sp a �i� � � � � v zmmmmlmmlmmm'mmmmm `o :3 E'E E EE E E E E E E E E E F vt€a a s a�a a;aa u a G Orn�m m rn m m�.m m s rn mrn�m m s ryry Q>,N rl N(N N N H N's rl rNl€Kiri ri N. •� ,. ��...N N N N VIN VNi.N ♦n VNi�Ne,N N N i+ tj � t co q N) �� LL LL:LL U. LL'LL LL�LL LL LL�LL LL LL�LL m mm A m'm m�m mf , �; f m m m m m m m m mtm ID m mjm y sC C C C C C C C Cl C C C C C a o o.o o ao, o o'.0 0 0 0 0 0.0 n i L7 c c ?+��.a T T T T TCT T ]{T T G o 0 0 m 0 0 o a m o-o a o o a u m m m m mrm_m mC�m m m,m m v<vvvvvn� vvvvvv €p.€p �➢ N/€D b' N N N b N ON''N 0 fC ...a.. .. 6.D. Consent Agenda 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Proposed Resolution No. R22-100-Adopt the City of Boynton Beach's Community Development Block Grant (CDBG) Five-Year Consolidated Plan for FY2022-2026 and the First Year Annual Action Plan for FY2022 and authorizing the Interim City Manager's execution of the required HUD forms and certifications. Explanation of Request: The City of Boynton Beach ("City") is in its Twenty Sixth year as a Federal Entitlement Community under the U.S. Department of Housing and Urban Development(HUD) Community Development Block Grant(CDBG) Program. Per Federal regulations at 24 CFR Part 91 —Consolidated Submissions for Community Planning and Development Programs, the City is required to prepare a five-year Consolidated Plan (the "Plan"). The Plan must identify the City's housing and community development needs, prioritize those needs since funding is limited, establish goals and objectives for the funding based on the priorities, and develop a strategic plan for how the funds will be used each year. The City conducted the consolidated planning process for FY2022-2026, and the estimated funding amount for the five years is$2.7 million based on the CDBG allocation for the current fiscal year, times five. The Annual Action Plan is an application for funding for the CDBG Program, which identifies activities that will be undertaken each program year of the five-year Consolidated Plan. HUD published the City's actual CDBG allocation of$547,207 for FY 2022, which is the first year of the new Consolidated Plan period. The CDBG program focus on priorities that are essential to the primary objectives of Title 1 of the Housing and Community Development Act of 1974, as amended. Those objectives are the provision of decent housing, suitable living environments, and the expansion of economic opportunities for its citizens, particularly low-to-moderate income (LMI) persons. The Housing and Community Development needs identified through data analysis and community input include affordable housing creation and preservation, public services,job creation, workforce development, and facilities for special needs populations as high needs. Parks and Recreational facilities were identified as low need and public improvements, and business assistance were identified as 50-50. Public improvements and public services were selected as priorities for funding based on the large number of persons who will be assisted by those services. Public services were solicited from non-profit agencies in the community through a request for proposals(RFP) process.Additionally, two workshops were held to explain the program, eligibility requirements, and get public input. Proposals were reviewed by the CDBG Application Review Committee to evaluate the operation, services, and budget and two services are recommended for funding as noted below. The CDBG Application Review Committee member were: John Durgan- Economic Development Manager Rebecca Harvey - Sustainability Coordinator Tessy Lacroix- Grant Manager Two public improvement projects are recommended for funding to serve areas where the population has over 51 percent LMI residents. An estimated total of$1,923,385 from the City's current CDBG Housing Rehabilitation Program, State Housing Page 41 of 1598 Initiatives Partnership program(SHIP)funds, and CDBG-CV funding for emergency rental assistance will be used to address affordable housing needs identified as a high priority. This include$293,775 in CDBG-CV from FY2020 - Emergency Rental Assistance Program; $71,375 from CDBG FY2020 and $ 328,584 CDBG FY2021 - CDBG Housing Rehabilitation Program; and$531,364 from FY2021 and$698,287 from FY2022 in SHIP funds for Purchase Assistance Program, Rehabilitation Assistance Program and Disaster Assistance Program. How will this affect city programs or services? The Community Development Block Grant Program's purpose is to assist the City of Boynton Beach meet the needs of its lower income residents by offering a range of activities. Below is a description of the activities recommended for funding for CDBG FY2022: Public Improvements— Purchase of Fire Equipment- The Public Improvement Project will address the need of replacing older Fire equipment that has reached the end of its life cycle. The allocation will partially fund the purchase of Fire equipment for Fire Station 1, located within District 2, and it will serve 95 percent of the time census tracts 5601, 5701, 5702, 6100 and 6201, which are the CDBG Target Areas in the City, where 66% of the population is LMI. The other 5 percent will serve emergencies in other areas of the city. Funding Recommendation: $231.930 Public Improvements—Area Benefit —The Public I mprovement Project will provide street and ADA Sidewalk Improvements for the CDBG Target Areas in the City, where at least 51 percent of the population are LMI residents. Funding Recommendation: $125.836 Pathways to Prosperity(Public Service)— Pathways to Prosperity, Inc. provides a comprehensive program for people who are willing and ready to move out of poverty. The program matches under-resourced individuals and families, with middle- to upper-income community volunteers, known as Allies, to establish relationships that cross class lines, create multidimensional support systems, give access and new possibilities for people living in poverty. Through a 15-18 weeks Circles Training Class, goals and future plans are mapped out and coupled with tools to secure and retain better jobs. Funding Request$55.000- Recommendation: $55.000 Alzheimer's Community Care(Public Service)- The Alzheimer's Community Care, Inc. through the Family Nurse Navigator(FNN, formerly known as Family Nurse Consultant/FNC program) Program is the portal through which families access dementia-specific services and resources. It is an essential component of a comprehensive, family-centered model of care for families living with Alzheimer's Disease. Family Nurse Navigators work directly with caregivers and patients, providing emotional support, disease education, practical guidance, and connections to community resources throughout all stages of the disease. For patients at risk of wandering, Family Nurse Navigators link families to Alzheimer's Community Care's ID Locator Services, a complementary service that relies on radiofrequency devices worn by patients and coordinated search and rescue efforts involving Safety Net and local law enforcement. Both services are critical in keeping families together, at home and in the community, thus avoiding nursing home placement. Funding Request$25,000- Recommendation: $25,000 Planning and Administration —CDBG funds of no more than 20 percent of the allocation will be used to partially fund the costs of managing the program including staffing, program design, agreements, monitoring, technical assistance, and reporting. Funding Recommendation: $109,441 Fiscal Impact: Non-budgeted. The City of Boynton Beach's CDBG allocation for FY2022-2026 is$547,207 will be expended to carry out the CDBG program activities for the program year. An amount of$2.7M is estimated for the five-year period and each year's allocation will be determined by the actual annual appropriations to HUD that are approved by Congress. Summary of CDBG Funding Uses for FY2022-2023 and FY2022-2026 Page 42 of 1598 r ra minis r ion n , re an o u c erwces— on o it ore 15%) ; 3 231,930 1,788,830 CDBG Public Improvement-Purchase of Fire Equipment CDBG Public Improvements in a primarily low-income area. 125,836 CDBG Total Uses $547,207 $2,736,035 CDBG Entitlement Funding $ 547,207 $2,736,035 CDBG Total Sources $547,207 $2,736,035 Alternatives: None recommended. Strategic Plan: Building Wealth in the Community Strategic Plan Application: Adoption promotes the improvement of living environments primarily for low—income households and neighborhoods through public services and public improvements. Climate Action Application: N/A Is this a grant? Yes Grant Amount: 547,207 Attachments: Type Description Resolution approving the CDBG Five Year Resolution Consolidated Plan and One Year Action Plan FY 2022-2026 D Addendum Y2022-2026 Consolidated Plan and Y-2022 Annual Action Plan D Addendum Alzheimer's Community Care, Inc. - CDBG FY 2022 Application for Funding D Addendum Pathways to Prosperity, Inc. - CDBG FY 2022 Application for Funding Boynton Beach Faith-Based Community Addendum Development Corporation, Inc. - CDBG FY 2022 Application for Funding D Addendum Aid to Victims of Domestic Abuse, Inc - CDBG FY 2022 Application for Funding D Addendum Y2022-2026 Consolidated Plan City Commission Presentation Page 43 of 1598 I RESOLUTION R22-100 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 4 ADOPTING THE CITY OF BOYNTON BEACH'S COMMUNITY 5 DEVELOPMENT BLOCK GRANT (CDBG) FIVE-YEAR CONSOLIDATED 6 PLAN FOR FY2022-2026, THE FIRST YEAR ANNUAL ACTION PLAN FOR 7 FY2022 AND AUTHORIZING THE INTERIM CITY MANAGER'S 8 EXECUTION OF THE REQUIRED HUD FORMS AND CERTIFICATIONS; 9 AND PROVIDING AN EFFECTIVE DATE. 10 11 12 WHEREAS, the City of Boynton Beach ("City") is in its twenty-sixth year as a Federal 13 Entitlement Community under the U.S. Department of Housing and Urban Development 14 (HUD) Community Development Block Grant (CDBG) Program; and 15 WHEREAS, pursuant to Federal regulations at 24 CFR Part 91 — Consolidated 16 Submissions for Community Planning and Development Programs, the City is required to 17 prepare a five-year Consolidated Plan (the "Plan") which must identify the City's housing and 18 community development needs, prioritize those needs since funding is limited, establish goals 19 and objectives for the funding based on the priorities, and develop a strategic plan for how 20 the funds will be used each year; and 21 WHEREAS, the Annual Action Plan is an application for funding for the CDBG 22 Program, which identifies activities that will be undertaken each program year of the five-year 23 Consolidated Plan; and 24 WHEREAS, approval of the Annual Year Action Plan will fund services to the 25 community that are eligible under the CDBG program and provided to our community by 26 various organizations; and 27 WHEREAS, the City Commission of the City of Boynton Beach deems it to be in the 28 best interest of the citizens and residents of the City adopt the City of Boynton Beach's 29 Community Development Block Grant (CDBG) Five-Year Consolidated Plan for FY 2022-2026 30 and the First Year Annual Action Plan for FY 2022 and authorizing the Interim City Manager's 31 execution of the required HUD forms and certifications. 32 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF 33 BOYNTON BEACH, FLORIDA, THAT: S:\CA\RESO\CDBG Five Year Consolidated-One Year Action Plan 2022-26-Reso.docx 1 Page 44 of 1598 34 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 35 being true and correct and are hereby made a specific part of this Resolution upon adoption 36 hereof. 37 Section 2. The City Commission of the City of Boynton Beach, Florida does hereby 38 approve the adoption of the City of Boynton Beach's Community Development Block Grant 39 (CDBG) Five-Year Consolidated Plan for FY 2022-2026 and the First Year Annual Action Plan 40 for FY 2022. 41 Section 3. The Interim City Manager is authorized to sign the required HUD forms 42 and the certifications. 43 Section 4. This Resolution will become effective immediately upon passage. 44 PASSED AND ADOPTED this day of July, 2022. 45 46 CITY OF BOYNTON BEACH, FLORIDA 47 48 YES NO 49 50 Mayor—Ty Penserga 51 52 Vice Mayor—Angela Cruz 53 54 Commissioner—Woodrow L. Hay 55 56 Commissioner—Thomas Turkin 57 58 Commissioner—Aimee Kelley 59 60 61 VOTE 62 63 ATTEST: 64 65 66 67 Maylee De Jesus, MMC 68 City Clerk 69 70 71 (Corporate Seal) S:\CA\RESO\CDBG Five Year Consolidated-One Year Action Plan 2022-26-Reso.docx 2 Page 45 of 1598 CITY OF BOYNTON BEACH COMMUNITY IMPROVEMENT DIVISION FY2022-2026 Consolidated Plan FY 2022 Annual Action Plan PREPARED FOR SUBMISSION TO THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT August 15, 2022 Prepared for: The City of Boynton Beach Community Improvement Division THIS DOCUMENT CAN BE PROVIDED IN ALTERNATIVE FORMAT IF REQUESTED C7F3PQRTSINIITti' Consolidated Plan BOYNTON BEACH 1 OMB Control No:2506-0117(exp.09/30/2021) Table of Contents ExecutiveSummary.......................................................................................................................................5 ES-05 Executive Summary-24 CFR 91.200(c), 91.220(b).........................................................................5 TheProcess.................................................................................................................................................12 PR-05 Lead & Responsible Agencies 24 CFR 91.200(b)...........................................................................12 PR-10 Consultation—91.100, 91.110, 91.200(b), 91.300(b), 91.215(1) and 91.315(1)............................13 PR-15 Citizen Participation—91.105, 91.115, 91.200(c) and 91.300(c) .................................................26 NeedsAssessment......................................................................................................................................29 NA-05 Overview......................................................................................................................................29 NA-10 Housing Needs Assessment-24 CFR 91.205 (a, b, c)..................................................................31 NA-15 Disproportionately Greater Need: Housing Problems—91.205 (b)(2)........................................41 NA-20 Disproportionately Greater Need: Severe Housing Problems—91.205 (b)(2)............................45 NA-25 Disproportionately Greater Need: Housing Cost Burdens—91.205 (b)(2)..................................49 NA-30 Disproportionately Greater Need: Discussion—91.205(b)(2).....................................................50 NA-35 Public Housing—91.205(b)..........................................................................................................51 NA-40 Homeless Needs Assessment—91.205(c)....................................................................................55 NA-45 Non-Homeless Special Needs Assessment-91.205 (b, d)...........................................................60 NA-50 Non-Housing Community Development Needs—91.215 (f).......................................................64 HousingMarket Analysis.............................................................................................................................67 MA-05 Overview.....................................................................................................................................67 MA-10 Number of Housing Units—91.210(a)&(b)(2).............................................................................69 MA-15 Housing Market Analysis: Cost of Housing-91.210(a)...............................................................72 MA-20 Housing Market Analysis: Condition of Housing—91.210(a)......................................................74 MA-25 Public and Assisted Housing—91.210(b)....................................................................................78 MA-30 Homeless Facilities and Services-91.210(c)..............................................................................80 MA-35 Special Needs Facilities and Services—91.210(d).......................................................................84 MA-40 Barriers to Affordable Housing—91.210(e)................................................................................86 Consolidated Plan BOYNTON BEACH 2 OMB Control No:2506-0117(exp.09/30/2021) Page 47 of 1598 MA-45 Non-Housing Community Development Assets—91.215 (f)......................................................88 MA-50 Needs and Market Analysis Discussion.......................................................................................94 MA-60 Broadband Needs of Housing occupied by Low-and Moderate-Income Households - 91.210(a)(4), 91.310(a)(2).......................................................................................................................96 MA-65 Hazard Mitigation -91.210(a)(5), 91.310(a)(3)...........................................................................97 StrategicPlan..............................................................................................................................................99 SP-05 Overview.......................................................................................................................................99 SP-10 Geographic Priorities—91.215 (a)(1)..........................................................................................101 SP-25 Priority Needs -91.215(a)(2).......................................................................................................102 SP-30 Influence of Market Conditions—91.215 (b)..............................................................................107 SP-35 Anticipated Resources-91.215(a)(4), 91.220(c) (1,2)................................................................108 SP-40 Institutional Delivery Structure—91.215(k) ...............................................................................111 SP-45 Goals Summary-91.215(a)(4) ...................................................................................................114 SP-50 Public Housing Accessibility and Involvement-91.215(c).........................................................116 SP-55 Barriers to affordable housing—91.215(h).................................................................................117 SP-60 Homelessness Strategy—91.215(d)............................................................................................120 SP-65 Lead based paint Hazards—91.215(i).........................................................................................122 SP-70 Anti-Poverty Strategy—91.215(j) ...............................................................................................123 SP-80 Monitoring—91.230...................................................................................................................124 ExpectedResources..................................................................................................................................125 AP-15 Expected Resources—91.220(c) (1,2)........................................................................................125 Annual Goals and Objectives....................................................................................................................128 AP-20 Annual Goals and Objectives......................................................................................................128 Projects.................................................................................................................................................130 AP-35 Projects—91.220(d) ...................................................................................................................130 AP-38 Project Summary........................................................................................................................131 AP-50 Geographic Distribution—91.220(f)...........................................................................................135 Consolidated Plan BOYNTON BEACH 3 OMB Control No:2506-0117(exp.09/30/2021) Page 48 of 1598 AffordableHousing...................................................................................................................................136 AP-55 Affordable Housing—91.220(g) .................................................................................................136 AP-60 Public Housing-91.220(h).........................................................................................................137 AP-65 Homeless and Other Special Needs Activities—91.220(i)..........................................................138 AP-75 Barriers to affordable housing—91.2200).................................................................................141 AP-85 Other Actions—91.220(k) ..........................................................................................................145 Program Specific Requirements................................................................................................................147 AppendixA- Public Notices......................................................................................................................148 Consolidated Plan BOYNTON BEACH 4 OMB Control No:2506-0117(exp.09/30/2021) Page 49 of 1598 Executive Summary ES-05 Executive Summary- 24 CFR 91.200(c), 91.220(b) 1. Introduction As an "entitlement" recipient of formula grant funds from the U.S. Department of Housing and Urban Development(HUD),the City of Boynton Beach, FL is required to submit a Consolidated Plan under Federal Regulations at 24 CFR Part 91. The Consolidated Plan must be prepared every five years and must be updated annually, via the preparation of an Annual Action Plan for the use of the formula grant funds received from HUD. The formula grant program guided by the Consolidated Plan is the Community Development Block Grant (CDBG). The purpose of the City's FY 2022-2026 Consolidated Plan is to assess its housing and community development needs; analyze its housing market; establish housing and community development priorities, goals, and strategies to address the identified needs; identify the resources to address them, and to stipulate how CDBG funds will be allocated to housing and community development activities. Available CDBG resources, as well as CDBG Program Income, received, will be combined with the private sector and other public sector funding to address the needs, and implement the strategies. The five-year period of the plan is from October 1, 2022,through September 30, 2026.The City of Boynton Beach is a participant in the Palm Beach County's Division of Human Services - Homeless and Housing Alliance (HHA). In addition to the Consolidated Plan, HUD requires that cities and states receiving CDBG funding take actions to "affirmatively further fair housing choice." The city is updating its Analysis of Impediments which will help to guide the housing strategies under the Plan. Based on actual funding allocated by HUD for FY 2022-2023, an estimated total of $2,736,035 in CDBG funds is available for the FY 2022-2026 Consolidated Plan. For FY 2022, the city will receive $547,207 in CDBG funding. The city received Neighborhood Stabilization Program (NSP)stimulus grants (NSP1, and NSP3). NSP funds are now expended; however, with the receipt of program income,these activities continue. In adherence to HUD regulations, the City will allocate at least 70% of its CDBG entitlement award to programs that directly benefit low-and moderate-income(LMI) individuals whose household incomes are at or below 80%of the AMI as determined by HUD and adjusted annually. Likewise,the City will set aside no more than 15%of its CDBG allocation for public services eligible under 24 CFR 570.201 (e)and no more than 20%for planning and administrative activities. 2. Summary of the objectives and outcomes identified in the Plan Needs Assessment Overview All eligible CDBG-funded activities must comply with one of the following National Objectives per 24 CFR 570.208: • Primarily benefit low-and moderate-income persons • Prevent or eliminate slum or blight, or Consolidated Plan BOYNTON BEACH 5 OMB Control No:2506-0117(exp.09/30/2021) Page 50 of 1598 • Meet other community development needs that have particular urgency because existing conditions pose a serious threat to the health or welfare of the community and other financial resources are not available to meet such needs Below are the objectives and outcomes that the city has identified under the FY 2022-2026 Consolidated Plan. Actual activities and outcomes may vary each Annual Action Plan year and will be based on the Consolidated Plan and the amount of the City's annual allocation. OBJECTIVE 1 -Decent,Affordable Housing (DH). Activities designed to cover the wide range of housing activities (owner-occupied housing repairs, acquisition, and rehabilitation for homeownership or rental, financial assistance for homebuyers) eligible under the CDBG program. Outcome: Availability/Accessibility for the Purpose of Providing Decent Housing (DH-1) Performance Indicator: Households Assisted. OBJECTIVE 2 - Suitable Living Environment (SL). Activities designed to benefit communities, families, or individuals by addressing issues in their environment: Construction of public facilities for uses such as childcare, health care, homeless, the elderly, and persons with disabilities. Outcome: Availability or Accessibility for the Purpose of Creating Suitable Living Environments; Performance Indicator: No. of Projects that Ensure Access to a Suitable Living Environment: Installation/Improvement to infrastructure. No. of Persons Provided with New Access to Improvements. (SL-2); Performance Indicator: Number of Projects to Support non-housing Opportunities and Social services. Outcome: Affordability for the Purpose of Creating or sustaining Suitable Living Environments: Provision of public services to support education, youth, children, elders, counseling, capacity building, community empowerment, fair housing, housing (subject to 15% cap) (SL-3); Performance Indicator: Number of Persons Benefitting from New/Improved Environment. OBJECTIVE 3 - Expanded Economic Opportunities (EO). This objective applies to economic development: E02.1 Assistance to microenterprises or small businesses. E02.2 Job creation or retention Outcome: Sustainability for the Purpose of Creating Economic Opportunities (EO-2); Performance Indicator: No. of Businesses Assisted., No. of Jobs created or retained 3. Evaluation of past performance As a recipient of CDBG funds,the City is required to submit at the end of each program year a Consolidated Annual Performance and Evaluation Performance Report (CAPER). The CAPER summarizes the accomplishments of each program year and the progress made towards the Consolidated Plan goals. The previous 2017-2021 Consolidated Plan identified the following strategies and activities to meet its objectives: 1) Decent Housing—owner-occupied rehabilitation, and affordable homebuyer assistance. 2) Suitable Living Environment— supportive public services, and neighborhood revitalization. 3) Economic Opportunities—economic development including job creation or retention. The highest priorities were affordable housing, expansion of economic opportunities, and an increase in public services. The CAPERS for Fiscal Years 2017, 2018, 2019, and 2020 were reviewed to assess prior performance in formulating goals and objectives in this Plan. The city addressed the Decent/Affordable Housing and Consolidated Plan BOYNTON BEACH 6 OMB Control No:2506-0117(exp.09/30/2021) Page 51 of 1598 Homeless objective by owner-occupied housing rehabilitation including lead-based paint abatement, new construction, acquisition and rehabilitation for sale and homebuyer assistance through a Community Based Development Organization (CBDO). The City addressed the Suitable Living Environment objective by funding public services that assist seniors, youth, homeless persons, and address fair housing issues.The city addressed the Expanding Economic Opportunities goal by providing funding for visual improvements to business facades.The anticipated CDBG resources to address identified needs will limit the actual services that the city can offer. Estimates for the units of service were established for the Plan based on previous levels of funding from HUD, past performance, and historical allocations by the City Commission to activities annually. The evaluation of progress towards meetings goals are determined by a number of factors including the unit goals, amount of funds that are received in each Plan year, the allocations to each activity, per unit cost of each activity, and the completion pace. Several of these factors may be outside of the City's direct control. For example, low wages, higher housing prices, limited resources, and credit issues makes it difficult to fund homebuyer assistance. CDBG funds must be leveraged with other sources but still leaves a funding gap. The City's CAPERS for the past four years showed that of the five-year goals only 40%of the housing units were completed, 98% of the public services, 20% of homebuyers assisted, and 60% of businesses were completed up to FY 2020. The final year (2021-2022) report is not due until December 2022. HUD also uses the CDBG timeliness measure to determine CDBG performance.The entitlement rules for timeliness states that a grantee cannot have more than 1.5 times their current allocation unexpended in their line of credit sixty days prior to the program year end at the U.S. Treasury. The city did not meet its CDBG timeliness deadlines for FY 2021 due to the dislocation caused by the COVID-19 pandemic. The city is committed to monitoring outcomes compared to objectives and evaluating their effectiveness in addressing community needs and reprogramming funding that is not being efficiently used, if needed.See below table with projected versus actuals outputs for four of the five years of the Consolidated Plan. As a residual effect of the COVID-19 pandemic,the city encountered numerous and unforeseeable delays in conducting many of the scheduled activities planned for Program Years 2020 and FY2021. These delays significantly affected housing activities due to scarcity of materials, labor challenges, community safety standards, and safe distancing precautions. Also, the city received two additional funding allocations through the Community Development Block Grant/COVID-19 appropriations by Congress which redirected staff resources toward meeting those emergency needs and reduced timelines to expend funds. During the first year of this new Consolidated Plan five-year period,the city will focus on completing those housing activities that were delayed during the prior two years and leverage its CDBG resources with those provided through the State Housing Initiatives Program (SHIP) to address the first-year priority housing needs reflected in the statistical analysis contained in the Plan. This will include $399,958 in CDBG funds from PY 's 2020 and 2021 and $1,229,651 in SHIP funds from PY's 2021 and 2022. Public services will continue to be funded at the same level as in past years. Consolidated Plan BOYNTON BEACH 7 OMB Control No:2506-0117(exp.09/30/2021) Page 52 of 1598 Boynton Beach FY2O22-2O2GConsolidated Plan CAPER Previous Accomplishments FY 2017-2020 Housing Public Services Homebuyer Businesses Jobs Public Facilities (units) (people) (Households) (persons) Actual Totals 10 7325 10 3 Projected Totals 25 7,500 50 5 10 Completion Rate 40% 98% 20% 60% 0% All CDBGfunds were used toaddress the activities determined as high priority in the City's FY 2017-2021 Consolidated plan including single family housing rehabilitation, homeownership housing, public services, and planning and administration. The city addressed the non-housing needs ofits low/moderate income residents with the assistance of its social sen/ice agencies who provided services to |ow/'to'nnoderate- income individua|sandhouseho|ds. 4. Summary o6citizen participation process and consultation process The City's Citizen Participation Plan (CPP) was amended and adopted in June 2020 to incorporate virtual meetings due to social distancing requirements, and the use of waivers to meet the CARES Act allocation of supplemental CDBG funds to prepare, prevent, and respond to COVID-19 pandemic. Program activities are considered and approved based on public participation, input from non-profit partners, City Department staff and boards,City Commission goals,community resident input, and supporting data that identifies urgent community needs. Residents, especially those who are low-income, likely to be beneficiaries of federal CDBG funding are encouraged to participate in the development of the Consolidated Plan, its substantial amendments,and the CAPER.The city used numerous strategies to elicit public comments including: * Held two public meetings on March 2 and April 13, 2022, for the public. Due to the COV|D'ly pandemic, public meetings were held onsite and virtually. There were eight participants in attendance atboth meetings. * Published information ads in a local newspaper of general circulation. See attached notices and proof of publications. Posted Consolidated Plan information on the City's social media. * Sent "email blasts" from the City's list and a notice in the City's quarterly community newsletter. * Published two online housing and community development surveys from 4/15/2022 to 6/30/2022 that were completed by the public and sen/ice provider agencies identifying current levels of services and future needs which were used, along with other data, to determine goals and priorities. Eight (8)agencies and eight(8) reside nts/comm u n ity members completed the surveys. * Posted public information on the Consolidated Plan using the City's website. See the following link: City of Boynton Beach I CDBG Public Participation Web Page * Reviewed City planning documents and organizational websites including studies and reports. * Soliciting input from City of Boynton Planning and Economic Development Departments and the Boynton Beach Community Redevelopment Agency (CRA) along with non-profit organizations. Consolidated Plan BOYNTON BEACH O CMB Control No:zs000zzr(exn.o9/amzozz) Page 53 Of 1598 • Published draft FY2022-2026 Consolidated Plan for a 30-day period from 06/21 to 07/20/2022 with printed copies placed at the City's main library and City Hall and a PDF copy on the City's website. • Public Hearing and review and approval of the Consolidated Plan and Annual Action Plan at the Boynton Beach City Commission meeting held on July 19, 2022._ persons participated. • Acknowledged written comments received during the public comment period in writing. 5. Summary of public comments Below is a summary of the input received from the public input process. A more detailed analysis is provided as an attachment to the Plan. The intent of the public participation was to assist the City in identifying key needs and priorities related to affordable housing, public services, homelessness,and non- homeless community development issues. Public input from the public meetings, comment period, and online needs survey results identified housing and community development needs. The results of previous community surveys for American Rescue Plan Act funding (ARPA) to determine community needs were also incorporated into the community needs assessment. The census data along with the community input determined and ranked housing and community development priorities: • High priority need activities were defined as those that the City is encouraged to use federal funds through this plan to address unmet needs. Activities selected as high need in the needs assessment were as follows: Homeownership Housing including Owner Occupied Rehab and purchasing houses, Infrastructure for housing development, Public Services, job training, employment services, Owner-occupied housing rehabilitation and emergency home repair. • Low priority need activities were defined as those for which there are other funds available to fund these activities or there are other higher priority needs in the community. 6. Summary of comments or views not accepted and the reasons for not accepting them There were no comments or views that were not accepted or considered unacceptable by City staff. 7. Summary The City's FY 2022-2026 Plan outlines the City's housing, and community development needs. To carry out the plans, the City developed a comprehensive and coordinated strategy for implementation of the CDBG funded programs with leveraged funds from other sources. The first year Annual Action Plan for FY 2022-2023 is based on the City's actual allocation of federal grants funds from HUD. comments were received on the draft FY2022-2026 Consolidated Plan and the FY2022-2023 Annual Action Plan when submitted for public comment during the 30-day comment period. The city used a variety of strategies to solicit public input including virtual public meetings, the City's website, social media, online agency, and community surveys, and a 30-day comment period. The City's Consolidated Plan objectives are to provide decent, affordable housing, create a suitable living environment, and create expanded economic opportunities. The related outcomes are availability, Consolidated Plan BOYNTON BEACH 9 OMB Control No:2506-0117(exp.09/30/2021) Page 54 of 1598 accessibility, and sustainability. Performance indicators are households assisted, decent and affordable housing, number of projects, and number of jobs created. The highest priorities for FY 2022-2026 were elimination of substandard housing, expansion of economic opportunities, public services, homeownership assistance, and rental housing.While these are the overall priority needs, circumstances in the community such as the current COVID-19 pandemic will impact the ways funds are allocated to high priorities. Needs are assigned a "high" or "low" priority based on relative preference. High needs are those where federal grants are used to address unmet needs and "low" needs are those to be funded from other resources and other agencies. Priorities are also based on whether the activity is the highest and best use of federal funds. Focusing funds for impact rather than spreading funds "thinly" is encouraged. Participants identified and ranked the housing and community development needs through the surveys. Data sources such as HUD, the Census Bureau, 2011-2015 American Community Survey (ACS), and the Housing and Climate Elements of the Comprehensive Plan were used to assess the City's demographic, housing, and economic conditions. The results were used to confirm the anecdotal survey data. Some of the Boynton Beach conditions that impacted the allocation of funds: • Forty percent of all County residents were housing cost burdened (paying more than 30 percent of income for housing expense). • The city has an older housing stock with 42 percent of houses built before 1980. Median home values in Boynton Beach increased by 50.8 percent over two years and in 2021, 40 percent of houses sold above listing prices. Cases of sudden rent hikes have also increased with some as much as 65 percent and other cities are grappling with ways to protect residents from LMI persons being taken advantage of by landlords. • In the City, 62 percent of renters and 29 percent of owners have at least one housing problem such as overcrowding and cost burden. • Median household income of$50,561 for a family of four and a median sales price of$229,100 for single family houses and a median monthly rent of over $1,500 results in limited affordable housing and affordability gaps. • A growing senior population with 21 percent of the overall population being persons aged 65+ some with a disability and fixed incomes, many of them homeowners, results in need for owner- occupied rehabilitation and services for the elderly. In Palm Beach County, 12 percent of the homeless population are elderly persons. FY 2022-2023 Allocation and Proposed Activities-The City has been advised by HUD that it was allocated $547,207 in CDBG funds for FY 2022-2023. The table below shows the funding allocations for FY 2022- 2023 Annual Action Plan. Consolidated Plan BOYNTON BEACH 10 OMB Control No:2506-0117(exp.09/30/2021) Page 55 of 1598 City of Boynton Beach FY 2022-2023 Federal and State Funding Allocations No, Eligible Activities Funding HUD Limits Allocation 1 CDBG Program Administration (no more than 20%) $109,441 No more than 20% 2 SHIP Affordable Housing Program $775,874 3 CDBG Public Services—Community Based Non-profits $ 80,000 No more than 15% 4 CDBG Public Facilities—Fire Equipment $231,930 5 CDBG Public Improvements— Infrastructure $125,836 CDBG Total Uses $547,207 CDBG Entitlement Funding $547,207 Recaptured from CDBG Housing Rehab Program $ 0 CDBG Total Sources $1,323,081 Consolidated Plan BOYNTON BEACH 11 OMB Control No:2506-0117(exp.09/30/2021) Page 56 of 1598 The Process PR-05 Lead & Responsible Agencies 24 CFR 91.200(b) 1. Describe the agency/entity responsible for preparing the Consolidated Plan and those responsible for administration of each grant program and funding source The following are the agencies/entities responsible for preparing the Consolidated Plan and those responsible for the administration of each grant program and funding source. Agency Role Name Department/Agency CDBG Administrator BOYNTON BEACH Department of Financial Services/Community Improvement Division Table 1—Responsible Agencies Narrative The City of Boynton Beach's Financial Services Department is the lead agency responsible for the development of the Consolidated Plan, and the implementation of the housing and community development programs that are associated with the Plan. The Department is also responsible for administering local, state, and federal funds designated for housing and social services. Consolidated Plan Public Contact Information The Administrator for the CDBG program is: RJ Ramirez, Manager, Community Improvement Division Financial Services Department 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone: 561-742-6359, Email: ramirezr@bbfl.us Consolidated Plan BOYNTON BEACH 12 OMB Control No:2506-0117(exp.09/30/2021) Page 57 of 1598 PR-10 Consultation—91.100, 91.110, 91.200(b), 91.300(b), 91.215(1) and 91.315(1) 1. Introduction As part of the Consolidated Plan development process, federal regulations (24 CFR 91.200(b), 91.215(i)) include the requirement that a jurisdiction consults extensively with community service providers, other jurisdictions,and other entities with a potential interest in or knowledge of that jurisdiction's housing and non-housing community development issues. The city developed the Consolidated Plan through analysis of demographic data, consultation with community groups and concerned citizens, meetings with individual contacts, consultation with public and private agencies, and discussions with other governmental agencies. Representatives of the agencies either attended meetings or were contacted individually for input. Individuals and organizations were invited to attend stakeholder meetings and public meetings and to respond to an online survey. This provided every stakeholder, interested party, or resident with the opportunity to reach out and provide feedback. At each meeting, attendees were encouraged to participate, provide input, and make recommendations. The online survey also provided an opportunity for suggestions and recommendations on the Five-Year Consolidated Plan and the One-Year Action Plan. Provide a concise summary of the jurisdiction's activities to enhance coordination between public and assisted housing providers and private and governmental health, mental health, and service agencies (91.215(1)). The City of Boynton Beach Department of Financial Services, through its Community Improvement Division,will continue implementing activities such as educational training and on-site technical assistance to enhance coordination efforts with public and private housing and supportive housing providers. This coordination will ensure the successful implementation of federally funded activities and the achievement of the goals and objectives set forth in the Consolidated Plan. The City works with two local non-profit housing providers, one a local Habitat for Humanity affiliate and the other a community development corporation that was designated as a community-based development organization (CBDO) to carry out a special activity by a CBDO in a low-to-moderate-income (LMI)area referred to as the Heart of Boynton.The city donates vacant lots to both organizations to build affordable single-family houses for sale to LMI households with incomes at or below 80%of AMI. The City does not have a public housing authority or any public housing units. However, the Palm Beach County and Delray Beach public housing authorities provide portable Housing Choice Vouchers that may be used in the City.The city also collaborates with the Boynton Beach Community Redevelopment Agency (CRA)on housing and economic development activities.Specifically,the Boynton Beach CRA also provides vacant lots to housing providers and assembles land, and issues requests for proposals to developers for mixed-income and mixed-use real estate development projects that serve LMI households. Consolidated Plan BOYNTON BEACH 13 OMB Control No:2506-0117(exp.09/30/2021) Page 58 of 1598 Describe coordination with the Continuum of Care and efforts to address the needs of homeless persons (particularly chronically homeless individuals and families, families with children,veterans, and unaccompanied youth) and persons at risk of homelessness The City does not receive federal funds directly to prevent homelessness. Residents who become homeless or are at risk of being homeless are eligible for emergency, transitional, rapid rehousing, permanent housing, and homeless prevention services through the County. The City of Boynton Beach will continue to work closely with Palm Beach County's Division of Human Services-Homeless and Housing Alliance (HHA) to help identify housing and services available for people who are homeless. The HHA aligns all activities and decisions with Leading the Way Home Palm Beach County, the County's adopted plan to end homelessness. The HHA membership includes interested citizens,formerly homeless persons, non-profit organizations, service providers, law enforcement, and faith-based agencies, governmental entities, educational organizations, and various civic groups. The HHA coordinates applications for funding under HUD's Continuum of Care (CoC) program and the State-funded Challenge grant program to ensure member efforts are effectively targeted and non-duplicative. The city will continue to maintain its presence as a member of the Palm Beach County Homeless Advisory Board to ensure the needs of homeless residents within the city are considered in providing homeless services in the region. Homeless services available in Palm Beach County include meals, housing, clothing, showers, medical care, mental health services, and various forms of housing. Assistance through emergency financial assistance, self-sufficiency programs, drug and alcohol intervention and treatment, and other general homeless services are also available. Describe consultation with the Continuum(s) of Care that serves the jurisdiction's area in determining how to allocate ESG funds, develop performance standards and evaluate outcomes, and develop funding, policies, and procedures for the administration of HMIS The Palm Beach County Continuum of Care is the countywide strategy (inclusive of Boynton Beach) for meeting the needs of individuals and families who are homeless or at risk of becoming homeless. The Continuum of Care known as the Homeless and Housing Alliance of Palm Beach County (HHA) is responsible for developing the homeless delivery system strategy based on information provided by the Continuum of Care members. The HHA Executive Committee serves as the decision-making body responsible for planning evaluation and coordination of HEARTH CoC resources and other relevant homeless funding. The Executive Committee is responsible for managing community planning, coordination, and evaluation to ensure that the system of homeless services and housing rapidly end people's homelessness permanently.The Committee consists of community-based representatives from government, business, formerly homeless individuals, law enforcement, banking, housing, service providers,faith groups, education, veterans, and health care.The HHA collaborates with community task forces to make sure crucial data is included in the Continuum planning process. The Homeless Coalition of Palm Beach County is responsible for developing the Continuum of Care strategy based on information provided by the Continuum of Care Planning Committee.The Homeless Coalition of Palm Beach County's Board of Directors is a community-based Board with representatives from government, business,formerly Consolidated Plan BOYNTON BEACH 14 OMB Control No:2506-0117(exp.09/30/2021) Page 59 of 1598 homeless individuals, law enforcement, banking, housing, service providers, faith groups, education, veterans, and health care. Although the City does not administer ESG funding, it supports efforts to house and provide support services to the homeless through the Continuum of Care.The Continuum of Care system begins with the Homeless Management Information System or HMIS. Homeless Individuals are navigated through the system either by telephone or through direct contact during Outreach efforts. The Continuum of Care Point-In-Time count is conducted to identify the number of homeless individuals and families in the county. It also serves to measure the needs of the homeless as well as provide direction for future development of housing and services. 2. Describe Agencies, groups, organizations, and others who participated in the process and describe the jurisdiction's consultations with housing, social service agencies, and other entities Due to the COVID-19 pandemic and related social distancing and work-from-home procedures, the City consulted with agencies, groups, and organizations through an online survey, review of agency websites, and invitations to public meetings. The lead agency consulted with the Boynton Beach CRA,the Planning Department, and the Economic Development Department of the City and has ongoing consultations with agencies through monthly reports, monitoring, and program implementation. The Palm Beach County Five-Year Consolidated Plan was also reviewed to determine areas for collaboration. Surveys: An online agency survey of housing and community development needs was sent to over 70 agencies that are located in Boynton Beach or serving its residents. The online agency survey was open for a month and a link was posted on the City's website. The agencies included social services, housing providers,those serving youth, and faith-based organizations.The survey sought to identify current levels of services and barriers to delivering services. Housing and community services were limited by the pandemic, but the crisis generated several new needs. For example, business closures and resulting job losses exacerbated the already high costs of both rental and homeownership housing. Agency representatives were asked to rank activities within the major housing and community development categories.The survey participants' rankings were paired with needs assessment data and the housing market analysis data to provide a final rating of "High" or "Low" need based both on data, community feedback, and what the city can realistically accomplish. The city also invited agencies to two public meetings held to review the Consolidated Plan requirements and provide input on the Plan. The City began accepting CDBG applications from eligible non-profit organizations for funding Public Services activities on April 14, 2022,for FY 2022-2023. Applications were available online and submitted by May 20, 2022. Consolidated Plan BOYNTON BEACH 15 OMB Control No:2506-0117(exp.09/30/2021) Page 60 of 1598 Table 2—Agencies, groups, organizations who participated 1 Agency/Group/Organization HOMELESS COALITION OF PALM BEACH COUNTY, INC. Agency/Group/Organization Type Housing Services - Housing Services-Elderly Persons Services-Persons with Disabilities Services-Persons with HIV/AIDS Services-homeless Services-Health Other government -County What section of the Plan was addressed Housing Need Assessment by Consultation? Homelessness Strategy Homeless Needs - Chronically homeless Homeless Needs - Families with children Homelessness Needs -Veterans Homelessness Needs - Unaccompanied youth Market Analysis How was the City staff maintain regular contact with the Agency/Group/Organization consulted coalition throughout the year and include and what are the anticipated outcomes them in all discussions related to homeless of the consultation or areas for services. The expected outcome will be a improved coordination? referral source for homeless individuals and families, and further collaboration on strategies to provide housing for homeless individuals and families. 2 Agency/Group/Organization The Boynton Beach Faith-Based Community Development Corporation (BBFBCDC) Agency/Group/Organization Type Housing Services - Housing Neighborhood Organization Consolidated Plan BOYNTON BEACH 16 OMB Control No:2506-0117(exp.09/30/2021) Page 61 of 1598 What section of the Plan was addressed Housing Need Assessment by Consultation? Homeless Needs - Chronically homeless Homeless Needs - Families with children Homelessness Needs -Veterans Homelessness Needs - Unaccompanied youth How was the An interview was conducted with agency Agency/Group/Organization consulted staff.The BBFBCDC is a Community Housing and what are the anticipated outcomes and Development Organization situated of the consultation or areas for within the CDBG target area. They are a sub- improved coordination? grantee with a history of providing affordable housing for LMI individuals and families. However, the high cost of land and housing construction in the city and County will severely limit their ability to serve residents. 3 Agency/Group/Organization Legal Aid Society of Palm Beach County, Inc. Agency/Group/Organization Type Service-Fair Housing Services -Victims What section of the Plan was addressed Fair Housing by Consultation? How was the Issued an online survey and reviewed the Agency/Group/Organization consulted agency's website.The Legal Aid Society met and what are the anticipated outcomes with Community Improvement staff and the of the consultation or areas for City's CDBG sub-grantees for purposes of improved coordination? training and disseminating information regarding Fair Housing rules and regulations. Further discussions were had regarding unfair housing practices that result in homelessness. This partnership will result in decreased unfair housing practices. 4 Agency/Group/Organization Pathways to Prosperity Agency/Group/Organization Type Services-Education What section of the Plan was addressed Anti-poverty Strategy by Consultation? Consolidated Plan BOYNTON BEACH 17 OMB Control No:2506-0117(exp.09/30/2021) Page 62 of 1598 How was the Issued an online survey and reviewed the Agency/Group/Organization consulted agency's website.The agency is a sub- and what are the anticipated outcomes grantee operating within the CDBG target of the consultation or areas for area which provides education, financial improved coordination? literacy,job skills, and self-motivation. A holistic approach to self-sufficiency teaching low-income, public housing residents skills to become more financially independent. There is an ongoing collaboration with city staff, and it is anticipated that some of these families will become homeowners. 5 Agency/Group/Organization Delray Beach Housing Authority Agency/Group/Organization Type PHA What section of the Plan was addressed Public Housing Needs by Consultation? How was the Issued an online survey and reviewed the Agency/Group/Organization consulted agency's website. Anticipated outcomes are and what are the anticipated outcomes to assist as many tenants as possible in of the consultation or areas for becoming homeowners. To make them improved coordination? aware of any job training or job opportunities as they develop.To refer them to any social services available to them. 6 Agency/Group/Organization Homeless and Housing Alliance of Palm Beach County Agency/Group/Organization Type Services-homeless What section of the Plan was addressed Homelessness Strategy by Consultation? Consolidated Plan BOYNTON BEACH 18 OMB Control No:2506-0117(exp.09/30/2021) Page 63 of 1598 How was the Through its participation on the Housing Agency/Group/Organization consulted Advisory Board, the city is in regular and what are the anticipated outcomes communication with the Homeless and of the consultation or areas for Housing Alliance regarding the development improved coordination? of homeless prevention strategies throughout the county and the delivery of CoC funding to local agencies. It is anticipated that this coordination will result in a more seamless approach to ending homelessness and ensure effective targeting of limited resources. 7 Agency/Group/Organization ARC of Palm Beach County Agency/Group/Organization Type Services— Persons with Disabilities What section of the Plan was addressed Non-Homeless Special Needs by Consultation? How was the Issued an online survey and reviewed the Agency/Group/Organization consulted agency's website to assess the needs of and what are the anticipated outcomes people with disabilities in the community and of the consultation or areas for identify gaps in needed services. It is improved coordination? anticipated that this consultation will result in better targeting of CDBG public service funding to these vulnerable residents. 8 Agency/Group/Organization Career Source of the Palm Beaches Agency/Group/Organization Type Job Training—Career Development What section of the Plan was addressed Non-Housing Community Development by Consultation? Needs How was the Issued an online survey and reviewed the Agency/Group/Organization consulted agency's website to assess the job training and what are the anticipated outcomes and placement needs of low-income of the consultation or areas for individuals in the community. It is improved coordination? anticipated that this consultation will result in potential CDBG funding for economic opportunities if the agency applies for funding. Consolidated Plan BOYNTON BEACH 19 OMB Control No:2506-0117(exp.09/30/2021) Page 64 of 1598 9 Agency/Group/Organization Feeding South Florida Agency/Group/Organization Type Emergency Food Assistance/ Food Bank What section of the Plan was addressed Public Services by Consultation? How was the Issued an online survey and reviewed the Agency/Group/Organization consulted agency's website to determine the causes and and what are the anticipated outcomes levels of hunger in the city. As a CDBG-CV sub- of the consultation or areas for grantee, city staff was in contact with the improved coordination? agency.This consultation will result in a better understanding of the need for food assistance and how city resources can be used to assist. 10 Agency/Group/Organization Habitat for Humanity of South Palm Beach County Agency/Group/Organization Type Housing Rehab/ Housing Development What section of the Plan was addressed Housing Needs Assessment by Consultation? How was the Issued an online survey and reviewed the Agency/Group/Organization consulted agency's website to gain an understanding of and what are the anticipated outcomes the need for homebuyer assistance, and of the consultation or areas for housing development for LMI city residents. improved coordination? Consolidated Plan BOYNTON BEACH 20 OMB Control No:2506-0117(exp.09/30/2021) Page 65 of 1598 Table 2—Agencies, groups, organizations who participated Identify any Agency Types not consulted and provide rationale for not consulting Publicly funded institutions and systems of care discharging persons into homelessness were not consulted because the City does not see evidence of a significant homeless population in the City. These institutions and systems of care are addressed through the Palm Beach County CofC with referrals from the City. Consultations are included in Palm Beach County's Consolidated Plan. Business and Civic leaders were not directly consulted but discussions regarding homelessness were addressed with the Boynton Beach CRA staff and from a review of meeting minutes of the CRA. Adjacent units of general local government were not consulted directly on the Plan, but the City through its Comprehensive Plan amendment has included policies addressing regional issues (housing,transportation, and sustainability) and encouraging collaboration between the City and other agencies.The City also has inter-local agreements with Palm Beach School Board for school concurrency. Consolidated Plan BOYNTON BEACH 21 OMB Control No:2506-0117(exp.09/30/2021) Page 66 of 1598 I Agency/Group/Organization FAU Center for Autism and Related Disabilities Population Served Individuals with Autism What section the Service Provider— Persons with Disabilities community was represented by Consultation during the planning process? 2 Agency/Group/Organization Connect to Greatness, Inc. Population Served African American boys and their families What section the Advocacy Organization community was represented Service Provider—Children by Consultation during the Service Provider—Youth Services planning process? 3 Agency/Group/Organization Literacy Coalition of Palm Beach County Population Served Low-and Middle-Income children, youth and families What section the Service Provider—Youth Services community was represented Service Provider—Employment Training by Consultation during the Service Provider-Children planning process? 4 Agency/Group/Organization Alzheimer's Community Care Population Served Persons with Alzheimer's disease and other neurocognitive disorders What section the Advocacy Organization community was represented Service Provider—the Elderly by Consultation during the Service Provider—Persons with Disabilities planning process? Service Provider—Mental Health Health Care Agency Service Providers— Persons with Neurocognitive Disorders 5 Agency/Group/Organization Boynton Beach Faith-Based CDC, Inc. Population Served Boynton Beach households Consolidated Plan BOYNTON BEACH 22 OMB Control No:2506-0117(exp.09/30/2021) Page 67 of 1598 What section the Advocacy Organization community was represented Service Provider—Children by Consultation during the Housing Provider—Rental Housing planning process? Housing Provider—Homeownership Housing Provider—Homeowner Occupied Rehabilitation Service Provider—Persons with HIV/AIDS Service Provider—Homeless Prevention Service Provider— Mental Health 6 Agency/Group/Organization Christ Fellowship Church—Boynton Beach Population Served Boynton Beach households What section the Other- community was represented Faith development by Consultation during the Rent/Bills/Food assistance planning process? Other local/regional/state/federal planning efforts considered when preparing the Plan Table 3—Other local / regional /federal planning efforts Consolidated Plan BOYNTON BEACH 23 OMB Control No:2506-0117(exp.09/30/2021) Page 68 of 1598 Name of Plan Lead Organization How do the goals of your Strategic Plan overlap with the goals of each plan? City of Boynton Beach Racial Prepared by Florida Identification of older housing stock; need for and Social Equity International homeownership opportunities; Community Needs University for the City Assessment 2021 of Boynton Beach Boynton Beach State of the City of Boynton Beach Underdeveloped downtown economic Economy—City of Boynton development; lagging job growth; significant Beach Economic income disparity Development Plan 2022 Leveraging Equity to Attract Prepared by Florida Job training needed for high demand jobs; and Retain Talent—An International support at-risk students through Economic Development University for the City mentorship/internship/apprenticeship; support Perspective 2022 of Boynton Beach first-time homebuyer programs and direct aid to renters; provide incentives for affordable housing; support resources for renovations and maintenance of older homes; consider land banking; increase access to wrap-around services and food security to under-resourced neighborhoods City of Boynton Beach City of Boynton Beach Housing affordability as a key factor; need for Housing Assessment Study rezoning and redevelopment of existing uses to 2022 create new housing; demand for housing exceeds supply Boynton Beach Community Boynton Beach CRA Need for land use and zoning changes; increased Redevelopment Plan 2016 population and housing demand; older housing stock; low rates of homeownership Describe cooperation and coordination with other public entities, including the State and any adjacent units of general local government, in the implementation of the Consolidated Plan (91.215(1)) The City also receives State Housing Initiatives Partnership (SHIP) Program funding from the State of Florida Housing Finance Corporation to provide affordable housing for very low, low, and moderate- income households.The City will receive funds through its Local Housing Assistance Plan (LHAP).The SHIP Program encourages the development of local housing partnerships between the City, lenders, real estate professionals, and advocates. The City works with and receives technical assistance from the Florida Housing Coalition.According to the organization's website, the Coalition "is a nonprofit, statewide membership organization whose mission is to bring together housing advocates and resources so that all Floridians have a quality affordable home and suitable living environment." The Florida Housing Finance Corporation administers the SHIP program. Consolidated Plan BOYNTON BEACH 24 OMB Control No:2506-0117(exp.09/30/2021) Page 69 of 1598 City staff regularly consults with Palm Beach County Department of Housing and Economic Sustainability, the City of Delray Beach Community Improvement Division, the City of Boca Raton, and the City of West Palm Beach to discuss and assess housing trends and any other housing and development issues. Staff studied the City's own Housing needs assessment as well as the City's Climate Action Plan and other relevant city planning reports. Additionally, the city routinely coordinates with the State of Florida in implementing the SHIP program and other state-funded programs. Narrative (optional): See above. Consolidated Plan BOYNTON BEACH 25 OMB Control No:2506-0117(exp.09/30/2021) Page 70 of 1598 PR-15 Citizen Participation —91.105, 91.115, 91.200(c) and 91.300(c) 1. Summary of citizen participation process/Efforts made to broaden citizen participation Summarize the citizen participation process and how it impacted goal setting The City of Boynton Beach is engaged in ongoing activities to involve citizens and stakeholders in the Consolidated Planning process. In an effort to increase Citizen Participation among the public, private, and nonprofit organizations that deliver housing, social services,and community/economic development within the city,two Stakeholder meetings were held in person and virtually. In addition, an online Citizens Survey and Agency Survey was posted on the City's website. Public Notices: Public notices were published regarding the Consolidated Plan in the Palm Beach Post, a newspaper of general publication, and the City's website. The first public notice was published on February 24, 2022, notifying the public about the Plan, the process, the survey links, and the meetings. The second public notice was published on April 8,2022, notifying the public about the Plan, the process, the survey links, and the meetings.The third notice was published on June 21, 2022, notifying the public about the 30-day comment period of the draft of the Consolidated Plan. See attached proof of publications and the following link to the City's website: City of Boynton Beach I CDBG Public Notice - FY 2022-2026 Consolidated Plan & FY 2022 Annual Action Plan (boynton-beach.org) Public Meetings: A public meeting was held in person and virtually on March 2, 2022, and 5 members of the public were in attendance. The city reviewed the consolidated planning process, the Five-Year Consolidated Plan, the Annual Action Plan, the Analysis of Impediments to Fair Housing Choice, and citizen participation. Attendees were encouraged to participate in the community survey to determine priorities. Questions and comments were made regarding rising housing costs in the city and Palm Beach County, related property tax increases, unaffordable rents, bilingual survey availability, the differences between CDBG and SHIP funding, and CDBG national objectives and eligible activities. A public meeting was held in person and virtually on April 13, 2022, and 6 members of the public were in attendance. The city reviewed the consolidated planning process, the Five-Year Consolidated Plan, the Annual Action Plan, the Analysis of Impediments to Fair Housing Choice, citizen participation, and the Notice of Funding Opportunity (NOFA) for CDBG Public Services applications. Questions and comments were made regarding how to apply for the CDBG funding, CDBG national objectives,eligible activities,administrative costs of CDBG,the need for affordable housing, multi-family housing, and neighborhood revitalization. Through agency interviews, it was noted that landlords were escalating rents to force tenants out and not accepting Section 8 certificates because it limited them from charging more than market rates. Consolidated Plan BOYNTON BEACH 26 OMB Control No:2506-0117(exp.09/30/2021) Page 71 of 1598 The Consolidated Plan was submitted for City Commission approval on July 19, 2022, and residents were given the opportunity to comment on the plan through a public hearing. comments were received regarding Survey: An online community stakeholder/resident survey was posted for 30-days with a link on the City's website City of Boynton Beach I City Seeking Input on CDBG Program (boynton-beach.org). The survey requested information on housing and community development needs.As part of the survey, Community members were asked to rank activities within the major housing and community development categories. The community survey results were paired with needs assessment data and housing market analysis data to provide a rating based both on citizen perceptions, the data, and what the city can realistically accomplish. 30-day comment period—The draft Consolidated Plan and Annual Action Plan was made available on the City's website, at City Hall, and the Public Library for 30 days to solicit public comment from June 21, 2022, to July 20, 2022. comments were received regarding Consolidated Plan BOYNTON BEACH 27 OMB Control No:2506-0117(exp.09/30/2021) Page 72 of 1598 to ..r U .� J oc Q — Q R IA C QJ E a) a) 00 N *' O a) a) U 0) R a) a) a) a) QJ O u d 4 s s s s 4 E r E a a a a a +�E a) LO E O Q- co co co co O Q Nu u O O O O u u — Q co z z z z Q (Y) ti a� O cn o VI c�Co 0 f6 4-' u -� m s E E I s c O a) 3 E ,� i a) a ai E E Ln •� s ca aJ > " " s C O O co C `I *- O O -p v .0 C O C co 'a O vL u .> u 4- a) c E s c s c �o w co -a aA s O -a E E -a v u u_ u co O O L a co Q a) s E a) > 3 of " u s a) a) ,> O ,> N s 0 Fu O O u M O N O ' O O O OO d +-� N c6 Z i Q Q Z i C of U Z Z d s O fo y_ +s- U N S N U W co v E i L � E o E aci 3 E z o c co an E c a O ,� a� ° a) 0 -a a) c Q �, a) � �, O o E � s u a) a �m � 0 7 C O s O C V c6 Z i Q N Z Q O_ 4- CO O [t c6 c6 c6 c6 c6 � O O O O O _ u O u ++ c6Q c6 i t L' �_ Ln aA voz$ E a) a) a) a) a) dA w O dA C dA C dA C dA C dA C C: C co s u 7 7 7 7 7 O w :2 4� E 4� E 4� E E 2 E Z ii ii Z u Z u Z u Z u Z u Ln O vco C c6 -a s .N O GAJ Q I u 'O O 4+ I U N Q O O � O C N N Q > a) vi co >, s dA I > Q dA m � N O co �_ om 3 O V Q a) ti a) a) C l�1 O0 C " C vL rn O QJ U 7 U vi 'i N C � a) E 4� N O o L a) E E co o co c E o C Q O a dA N N co C E O C � E � 2 N C E `� 7 ,n 4' O O Q '� s 0 Q u c u > 4 u Ol u i d 0C14 -p > a) U +� +� v, ._ _ _ a 2 u O O > C > s �a) 3 'a oQ ci n.0 s O O U U UJ -0 0- N U i o Ln }/ N y o CL z CL L O QJ L 0 N O L O }+ N O a7 V .-i N CY) Lr) l0 p Needs Assessment NA-05 Overview Needs Assessment Overview This section introduces the key points of the Needs Assessment in the areas of affordable housing, homelessness, special needs housing, public housing, disproportionate housing needs, and non-housing community development. The analysis seeks to understand the specific household characteristics and needs for different household types such as small, large, elderly, and persons with disabilities. Since CDBG grant program eligibility is based on specific household income classifications, household income is an important aspect of the analysis. Household incomes are classified as follows: extremely low-income -at or below 30 percent of Area Median Income(AMI);very low-income-between 31 and 50 percent of AMI; and moderate-income- between 51 and 80 percent of AMI. Housing Needs Assessment: The city's residents experience several types of housing problems: supply, demand, and affordability; substandard housing (lacking complete plumbing or kitchen facilities); overcrowding and severe overcrowding; cost burden, and severe cost burden (spending more than 30% or 50% of income on housing costs); and zero or negative income. Housing affordability and cost burden are the two most common housing problems for residents of the city. There is a significant need for affordable housing for renters and owners, especially for the very and extremely low-income households. Disproportionately Greater Need:A disproportionately greater need exists when the members of a racial or ethnic group at a specific income level experience housing problems at a greater rate (10% or more) than the income level. The 2011-2015 CHAS data shows that Black/African Americans experience the highest rate of at least one housing problem in all income categories, followed by Whites and then Asian households. A household experiences a cost burden when its housing expenses exceed 30% of gross household income and a severe cost burden when such expenses exceed 50%of gross household income. Cost burden makes for housing instability, increasing the likelihood of eviction or foreclosure, particularly for severely-cost burdened households. Black households have the highest incidence of cost burden. Public Housing: The City does not have an active public housing agency. The public housing needs of Boynton Beach residents are met by the Palm Beach County and Delray Beach Housing Authorities through the administration of the Section 8 Housing Choice Voucher Program. Homeless Needs Assessment: According to the Florida Coalition for the Homeless, the major cause of homelessness is the lack of affordable housing.The 2020 PIT survey for Palm Beach County conducted on January 24, 2020, identified 1,510 homeless persons on the day of the count (480 in shelter and 1,030 unsheltered). District 3, which contains the City of Boynton Beach, had the second-highest number of unsheltered homeless (230 or 22%) on the day of the count. Any persons that become homeless in the City are referred to homeless providers that are part of the local CofC. Consolidated Plan BOYNTON BEACH 29 OMB Control No:2506-0117(exp.09/30/2021) Page 74 of 1598 Non-Homeless Special Needs Assessment: The City of Boynton Beach has identified the non-homeless special needs population as elderly persons, persons with disabilities, persons with alcohol or other drug addictions, persons with HIV/AIDS,and their families,and victims of domestic violence.The city addresses the vast needs of these groups by utilizing CDBG funding to support agencies that provide services that address the needs of the population. Non-Housing Community Development Needs: Based on public input received and data from Palm Beach County needs assessments,the city has the following non-housing community development needs: • Public Services include services for the elderly, children and youth, homeless prevention, persons with disabilities, mental health, and education. • Public facilities for special needs populations including group homes, shelters for the homeless and victims of domestic violence, and persons with HIV/AIDS. • Services for persons released from incarceration and being assimilated into their communities. Consolidated Plan BOYNTON BEACH 30 OMB Control No:2506-0117(exp.09/30/2021) Page 75 of 1598 NA-10 Housing Needs Assessment - 24 CFR 91.205 (a, b, c) Summary of Housing Needs Demographics Base Year: 2009 Most Recent Year: 2017 %Change Population 68,041 74,485 9% Households 29,134 29,230 0% Median Income $45,287.00 $50,561.00 12% Table 5 - Housing Needs Assessment Demographics Data 2000 Census (Base Year), 2013-2017 ACS (Most Recent Year) Source: The HUD-provided data shows that between 2009 and 2017, the total population of the City of Boynton Beach increased 9% from 68,041 to 74,485. According to the American Community Survey (ACS), the 2020 population of Boynton Beach is estimated to be 78,060, a 15% increase since 2009. As of the 2020 ACS, the racial composition was 58.7% White; 31.5% Black; 2.4% Asian; and 5.5% two or more races. Seventeen percent (16.9%) are of Hispanic or Latino origin. Native-born U.S. citizens constitute 74.3%of the population. The balance of the population is divided between foreign-born naturalized citizens (14.1%) and non-citizen residents (11.6%). Seventy-five percent of adults have a high school diploma or better, and 16% have a 4-year university degree or higher level of education. Per the 2013-2017 American Community Survey,the total number of households in the Boynton Beach is 29,230 with an average size of 2.52 persons. Households with at least one member 60 years or older are the most prevalent-43.7% of all households. There are 23.4% of households with at least one child less than 18 years. Among these households with minor children, 56.9%are family households and 43.1%are non-family households. Boynton Beach median income for a household of four persons increased from$45,287 in 2009 to$50,561 in 2019, an increase of 11.6%. The poverty rate among families with children less than 18 years of age is 15.7%, and the poverty rate among elderly over 65 years of age is 8.8%. In 2019, 43.1%of all households in the City had annual income less than $50,000; 35.8% had income between $50,000 and $99,999; and 21.2% had income over$100,000. Household tenure in Boynton Beach for 2019 is 58.7%owners(44,650) and 41.3% renters(31,456). Number of Households Table 0-30% >30-50% >50-80% >80-100% >100% HAMFI HAMFI HAMFI HAMFI HAMFI Total Households 3,910 4,350 5,380 3,615 11,975 Small Family Households 1,105 1,210 1,700 1,125 4,895 Large Family Households 165 465 315 330 505 Household contains at least one person 62-74 years of age 800 945 1,015 625 2,640 Consolidated Plan BOYNTON BEACH 31 OMB Control No:2506-0117(exp.09/30/2021) Page 76 of 1598 0-30% >30-50% >50-80% >80-100% >100% HAMFI HAMFI HAMFI HAMFI HAMFI Household contains at least one- person age 75 or older 1,160 1,350 1,250 680 1,260 Households with one or more children 6 years old or younger 415 705 495 555 1,230 Table 6 -Total Households Table Data 2013-2017 CHAS Source: Per the 2013-2017 CHAS data, there are 29,230 households in the City of Boynton Beach. Applying the rates of tenure from the 2019 ACS yields an estimated 17,158 owners(58.7%)and 12,072 renters(41.3%). Out of all households, 59% have incomes below Area Median Income. Small family households represent 34.3%of all households,and large family households represent 6.1%. Forty percent of all households have at least one-person age 62 or older, and among these 66.7% have incomes below Area Median Income. Households with young children (6 years or less) are less prevalent (11.6% of all households) and have a lower incidence below AMI (63.8%are below Area Median Income). Housing Needs Summary Tables Housing problems data contained within this section is provided by HUD's Community Housing Affordability Study (CHAS). Housing problems are: • Substandard Housing—households without hot and cold piped water, a flush toilet, a bathtub or shower; or with kitchen facilities that lack a sink with piped water, a stove or range, or a refrigerator. • Severely Overcrowded — households housing more than 1.51. persons per room excluding bathrooms, porches, foyers, halls, or half-rooms. • Overcrowded—households housing 1.01 to 1.5 persons per room excluding bathrooms, porches, foyers, halls, or half-rooms. • Severe Cost Burden (>50%)—the fraction of the household's total gross income spent on housing costs exceeds 50%. For renters, housing costs include rent plus utilities. For owners, housing costs include mortgage payment, taxes, insurance, and utilities. • Cost Burden(>30-50%)—the fraction of the household's total gross income spent on housing costs exceeds 30% but is less than 50%. For renters, housing costs include rent plus utilities. For owners, housing costs include mortgage payment, taxes, insurance, and utilities. The following HUD-provided data tables enumerate housing problems in the City of Boynton Beach. A narrative discussion follows the tables. 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Housing Problems 2 (Households with one or more Severe Housing Problems: Lacks kitchen or complete plumbing, severe overcrowding, severe cost burden) Renter Owner 0- >30- >50- >80- Total 0- >30- >50- >80- Total 30% 50% 80% 100% 30% 50% 80% 100% AMI AMI AMI AMI AMI AMI AMI AMI NUMBER OF HOUSEHOLDS Having 1 or more of four housing problems 1,685 1,580 840 190 4,295 1,025 720 405 165 2,315 Having none of four housing problems 60 530 1,620 1,440 3,650 535 1,520 2,515 1,815 6,385 Household has negative income, but none of the other housing problems 235 0 0 0 235 370 0 0 0 370 Table 8—Housing Problems 2 Data 2013-2017 CHAS Source: 3. Cost Burden >30% Renter Owner 0-30% >30- >50- Total 0-30% >30- >50- Total AMI 50% 80% AMI 50% 80% AMI AMI AMI AMI NUMBER OF HOUSEHOLDS Small Related 730 820 765 2,315 145 250 245 640 Large Related 80 235 120 435 55 105 65 225 Elderly 440 530 360 1,330 995 645 460 2,100 Other 450 350 665 1,465 80 165 220 465 Total need by 1,700 1,935 1,910 5,545 1,275 1,165 990 3,430 income Table 9—Cost Burden >30% Data 2013-2017 CHAS Source: Consolidated Plan BOYNTON BEACH 34 OMB Control No:2506-0117(exp.09/30/2021) Page 79 of 1598 4. Cost Burden > 50% Renter Owner 0-30% >30- >50- Total 0-30% >30- >50- Total AMI 50% 80% AMI 50% 80% AMI AMI AMI AMI NUMBER OF HOUSEHOLDS Small Related 710 575 290 1,575 100 165 80 345 Large Related 80 40 0 120 55 30 10 95 Elderly 440 405 210 1,055 785 290 160 1,235 Other 425 290 240 955 60 110 60 230 Total need by 1,655 1,310 740 3,705 1,000 595 310 1,905 income Table 10—Cost Burden >50% Data 2013-2017 CHAS Source: 5. Crowding (More than one person per room) Renter Owner 0- >30- >50- >80- Total 0- >30- >50- >80- Total 30% 50% 80% 100% 30% 50% 80% 100% AMI AMI AMI AMI AMI AMI AMI AMI NUMBER OF HOUSEHOLDS Single family households 40 165 65 65 335 0 140 75 80 295 Multiple, unrelated family households 0 120 4 0 124 15 4 20 10 49 Other, non- family households 0 0 0 0 0 0 0 0 0 0 Total need by 40 285 69 65 459 15 144 95 90 344 income Table 11—Crowding Information —1/2 Data Source: 2013-2017 CHAS Consolidated Plan BOYNTON BEACH 35 OMB Control No:2506-0117(exp.09/30/2021) Page 80 of 1598 Renter Owner 0- >30- >50- Total 0- >30- >50- Total 30% 50% 80% 30% 50% 80% AMI AMI AMI AMI AMI AMI Households with Children Present Table 12—Crowding Information —2/2 Describe the number and type of single person households in need of housing assistance. The 2017 ACS data shows that there are 9,246 single person households in Boynton Beach,which is 33.6% of all occupied housing units. Single person households are 59% owner-occupied and 41% renter occupied. Using the ACS estimate that 13% of persons are living in poverty, it is estimated that 1,202 single person households in Boynton Beach need housing assistance. Estimate the number and type of families in need of housing assistance who are disabled or victims of domestic violence, dating violence, sexual assault, and stalking. Persons with Disabilities. 2019 ACS data shows that 12.5% of all Boynton Beach residents have at least one type of disability. Among residents 65 or older, about 29.3% have a disability, more than double the rate among residents in general. Adult residents aged 18-64 years have a disability rate of 8.9%, and 4.1% of those under 18 years of age have a disability. Persons with disabilities are typically more vulnerable to housing discrimination than others, often due to housing providers' lack of knowledge about reasonable accommodation provisions in fair housing laws. Persons with disabilities also face challenges finding housing that is accessible and located near transit and supportive services. Victims of domestic violence, dating violence, sexual assault, and stalking. The 2015 National Intimate Partner and Sexual Violence Survey (NISVS) reports that 1 in 5 women and 1 in 8 men have experienced completed or attempted rape. In the U.S., 43.6% of women experienced some form of sexual violence in their lifetime,with 4.7%of women having experienced that violence in the recent 12 months. In the U.S., 24.8% of men experienced some form of sexual violence in their lifetime, with 3.5% of men having experienced that violence in the recent 12 months. According to the NISVS, 16% of women in the U.S. were victims of stalking at some point in their lifetime, with 3.7% of women having experienced stalking in the recent 12 months. In the U.S., 5.8% of men in the U.S. were victims of stalking at some point their lifetime,with 1.9%of men having experienced stalking in the recent 12 months.The NISVS reports that 1 in 4 women and 1 in 10 men experienced contact sexual violence, physical violence, and/or stalking by an intimate partner and reported an intimate partner violence (IPV)-related impact during their lifetime. Sexual violence is also linked to negative health effects. Sexual violence victims are more likely to smoke, abuse alcohol, use drugs,and engage in risky sexual activity.The trauma from sexual violence may impact a survivor's employment in terms of time off from work,diminished performance,job loss,or being unable to work. These issues disrupt earning power and have a long-term effect on the economic well-being of survivors and their families. Coping and completing everyday tasks after victimization can be challenging. Victims may have difficulty maintaining personal relationships, returning to work or school, and regaining Consolidated Plan BOYNTON BEACH 36 OMB Control No:2506-0117(exp.09/30/2021) Page 81 of 1598 a sense of normalcy. Housing assistance can also be a critical support. The National Alliance to End Homelessness argues that a "strong investment in housing is crucial [to victims of domestic violence] ...so that the family or woman is able to leave the shelter system as quickly as possible without returning to the abuse." The Alliance also reports that studies on homelessness have shown a correlation between domestic violence and homelessness. Using the statistics from the NISVS and recognizing that housing instability can be linked to victims of sexual violence, it is estimated that 43.6%of women in Boynton Beach (35,045 women) may need housing assistance in their lifetime, with 4.7% of women (3,778 women) requiring that assistance each year. It is estimated that 24.8% of men in Boynton Beach (19,934 men) may need housing assistance in their lifetime, with 3.5%of men (2,813 men) requiring assistance each year. What are the most common housing problems? According to the 2013-2017 CHAS data in Table 1, across all income groups there are 5,885 renters and 3,840 owners experiencing housing cost burden in the absence of other housing problems. Cost burden is by far the most common housing problem. Among the renters, 3,495 are severely cost burdened, and 1,655 (47.4%) of those are very low income (0-30% AMI). Among the owners, 1,900 are severely cost- burdened, and 1,000 (52.6%) of those are very low income (0-30% AMI). The incidence of substandard housing (424), overcrowded housing (650), and severely overcrowded housing (140) in the absence of other housing problems is infrequent but is experienced more often among renters (795) than among owners (419). Are any populations/household types more affected than others by these problems? According to the 2013-2017 CHAS data in Table 2, extremely low-income renter households have the highest incidence of experiencing 1 or more housing problems (1,685 households), followed by very low- income renter households (1,580 households), extremely low-income owner residents (1,025 households), and very low-income owner households (720 households). Renters have the highest incidence of housing problems across all income levels reported in the CHAS data. Describe the characteristics and needs of Low-income individuals and families with children (especially extremely low-income) who are currently housed but are at imminent risk of either residing in shelters or becoming unsheltered 91.205(c)/91.305(c)). Also discuss the needs of formerly homeless families and individuals who are receiving rapid re-housing assistance and are nearing the termination of that assistance Severe cost burden (housing costs exceeding 50% of gross monthly income) among low and extremely low-income households puts households at risk of homelessness given their limited capacity to absorb external financial pressures. According to the CHAS data, over 5,000 households(3,380 renters and 1,835 owners) with income below 80 percent AMI are experiencing severe cost burden putting them at risk. A majority of these households (64.8% or 3,380 households) are renter households with 1,835 owner occupied households representing the remaining 35.2%. After housing and utility costs, other essential needs including transportation, childcare, healthcare, and food may become financially inaccessible to these households, potentially causing additional health and security risks. These households have insufficient excess income that would allow them to save for future need, including unforeseen emergencies, or retirement. These factors put these households at a greater risk of making difficult Consolidated Plan BOYNTON BEACH 37 OMB Control No:2506-0117(exp.09/30/2021) Page 82 of 1598 decisions,weighing housing payments against essential needs payments.This increases their likelihood of eviction, default, foreclosure, or other paths that may lead to homelessness. The stress associated with the possibility of experiencing homelessness is becoming increasingly more prevalent for households statewide and locally. According to the Shimberg Center's Rental Market Study 2019,674,201 rental units were added to the housing stock in Florida from 2000-2017. Housing units with a rental cost of$1,000 or more grew by 718,166, while units with rental costs of$1,000 or decreased by 43,956 units. In addition, cost burdened households have also increased. The Shimberg Center reports that 61%of cost burdened households are in large counties, and Boynton Beach is located in Palm Beach County (geographically the largest county in the state and the third largest in population). As the data trends move unfavorably for low-income and extremely low-income households, the levels of stress, challenges, and households at-risk of experiencing homelessness increase. The higher demands and very low inventory in the rental market are among the most critical factors affecting the housing stock for low-income and extremely low-income households.These factors indicate that households receiving rapid re-housing assistance face housing instability as assistance expires or is terminated.There is a strong correlation with the ability to maintain stable housing and its relationship to earned income, medical services, behavioral health services, adequate nutrition, and education. A lack of adequate services or the lack of ability to pay for the needed services can result in persons facing homelessness. Local service providers work to address these challenges with struggling households, however, the systemic challenges that exist make it extremely difficult to achieve the desired outcomes of lasting affordable stable housing. If a jurisdiction provides estimates of the at-risk population(s), it should also include a description of the operational definition of the at-risk group and the methodology used to generate the estimates: The at-risk population, defined by the Palm Beach County Homeless and Housing Alliance (Continuum of Care) includes the following: 1. Households that have an annual income below 30% of median family income for the area; AND (i) Do not have sufficient resources or support networks immediately available to prevent them from moving to an emergency shelter or another place defined in Category 1 of the "homeless" definition; AND (ii) Meet one of the following conditions: a. Has moved because of economic reasons 2 or more times during the 60 days immediately preceding the application for assistance; OR b. Is living in the home of another because of economic hardship; OR c. Has been notified that their right to occupy their current housing or living situation will be terminated within 21 days after the date of application for assistance: OR d. Lives in a hotel or motel and the cost is not paid for by charitable organizations or by Federal, State, or local government programs for low-income individuals, OR e. Lives in an SRO or efficiency apartment unit in which there reside more than 2 persons or lives in a larger housing unit in which there reside more than one and a half persons per room: OR f. Is exiting a publicly funded institution or system of care, OR g. Otherwise lives in housing that has characteristics associated with instability and an increased risk of homelessness. 2. A child or youth who does not qualify as homeless under the homeless definition, but qualifies as homeless under another Federal statute Consolidated Plan BOYNTON BEACH 38 OMB Control No:2506-0117(exp.09/30/2021) Page 83 of 1598 3. An unaccompanied youth who does not qualify as homeless under the homeless definition but qualifies as homeless under section 725(2) of the McKinney-Vento Homeless Assistance Act, and the parent(s) or guardian(s) of that child or youth if living with him or her. Palm Beach County utilizes a Coordinated Entry system and the HMIS (Homeless Management Information System)to record and track the number of persons who are considered at-risk in Palm Beach County. During the time period 10/01/18 to 09/30/19, of the 2,632 households that contacted Coordinated Entry for assistance, 31% (816) households were categorized as at-risk of homelessness. It should be noted that of the 816 at-risk households, 62% were families, 5% were singles over the age of 24, and 26% were youth. In addition, the County tracks the number of singles and families that have received homeless prevention services through social service agencies,governmental agencies, and faith- based organizations. During the 2018/2019 time period, 2,435 households(or 5,955 persons)were served at that time and consisted of 1,487 families (or 5,007 persons) and 948 singles. Specify particular housing characteristics that have been linked with instability and an increased risk of homelessness The National Low Income Housing Coalition found in 2018 that a renter working 40 hours a week and earning minimum wage can afford a typical two-bedroom apartment (i.e., not be cost-burdened) in exactly zero counties nationwide. A household that is paying over 50 percent of total income on housing related expenses(severely cost burdened) is linked with instability and increased risk of homelessness. Other characteristics that are linked with instability and increased risk of homelessness include domestic violence, unstable employment, and increased risk of health issues all of which may force unexpected and sudden increased costs or decreased income on a household that does not have sufficient income to weather. Discussion 1,000 people move to Florida every day, making Florida the second fastest-growing state in the country. Yet as housing demand increases, there are not enough options to meet the demand of those who need affordable housing. No state has an adequate supply of affordable housing, according to The Gap, an annual report from the National Low Income Housing Coalition, published in March. Florida is one of the five states that are most challenging for extremely low-income renters to find affordable housing, along with Nevada, California, Oregon, and Arizona. Only 36% of extremely low-income renters are working people, many with jobs in the retail and service industries that were among the hardest hit by the pandemic.The remaining percentage is made up of seniors, households with disabilities and students or single parents or caregivers.Over half of the country's largest occupations do not pay a high enough hourly wage on average for its workers to afford a one-or two-bedroom apartment,the report says.The report says full-time workers need to make$19.56 an hour to afford a one-bedroom apartment and make$23.96 an hour to afford a two bedroom on average across the country. Nick VinZant,a senior research analyst at QuoteWizard, has researched the growing gap between housing costs and income nationwide. His report says Florida has the seventh-highest disparity between housing costs and income. In Florida,the median income has increased by slightly more than 20%since 2012 while median housing prices have almost doubled, increasing by 99.3%. Compared to the rest of the country, Florida's housing price increase was above the national average, yet the rise in Floridians' incomes was about $5,000 less than in other states. For a household earning the current median income of$55,660, VinZant reported that these workers may eventually end up being priced out of Florida as it continues to be a destination state. Florida has only 28 affordable homes available for every 100 extremely low-income renter households, according to the report. Consolidated Plan BOYNTON BEACH 39 OMB Control No:2506-0117(exp.09/30/2021) Page 84 of 1598 Housing economics expert at Florida International University, Ned Murray, recently completed an affordable housing needs assessment. Murray's report showed that 57% of workers in the county are employed in low-wage, service-sector jobs with hourly wages equivalent to 46% to 60% of the county's 2018 median household income, which is $59,943. The result is that 97,000 renter households in the county were "cost-burdened," with 53% of those being "severely" cost-burdened. Murray's study noted that 17,000 housing units in Palm Beach County that are considered affordable, or workforce housing are lost each year to appreciation. Those 17,000 additional homes become unattainable to the majority of Palm Beach County households every year due to rising property values. Consolidated Plan BOYNTON BEACH 40 OMB Control No:2506-0117(exp.09/30/2021) Page 85 of 1598 NA-15 Disproportionately Greater Need: Housing Problems—91.205 (b)(2) This section assesses the need of any racial or ethnic group that has disproportionately greater need in comparison to the needs of that category of need as a whole. The data in this section are pre-populated by HUD and reflect the 2013-2017 CHAS dataset (the most recent data available for Consolidated Planning) which breaks households down by race, ethnicity, income, and housing problems. The largest population group in Boynton Beach remains residents who report their race and ethnicity as White, representing 58.7% percent of the total population. Hispanic residents comprise 15.9% of the city's residents, while Black or African American residents are the second most prominent minority group representing 31.5%of the population.Asian residents comprise 2.4%of the population and residents who identify belonging to two or more races represent 5.5%. Introduction A disproportionately greater need exists when the members of a racial or ethnic group at a given income level experience housing problems at a greater rate(10%+)than households at that same income level as a whole. Housing problems include: 1) Housing unit lacks complete kitchen facilities; 2) Housing unit lacks complete plumbing facilities; 3) Overcrowding greater than 1.0 persons per room (not including bathrooms, porches, foyers, halls, or half rooms); and 4) Housing cost burden greater than 30%. HUD's Community Housing Affordability Study (CHAS) provides data on the incidence of housing problems experienced by various racial/ethnic groups at identified income groups 0—100%AMI. 0%-30% of Area Median Income Housing Problems Has one or more Has none of the Household has of four housing four housing no/negative problems problems income, but none of the other housing problems Jurisdiction as a whole 3,010 295 605 White 1,820 185 455 Black/African American 925 80 100 Asian 15 10 10 American Indian, Alaska Native 0 0 0 Pacific Islander 0 0 0 Hispanic 205 20 45 Table 13 - Disproportionally Greater Need 0 - 30%AMI Data 2013-2017 CHAS Source: *The four housing problems are: 1. Lacks complete kitchen facilities, 2. Lacks complete plumbing facilities, 3. More than one person per room, 4. Cost Burden greater than 30% Consolidated Plan BOYNTON BEACH 41 OMB Control No:2506-0117(exp.09/30/2021) Page 86 of 1598 30%-50% of Area Median Income Housing Problems Has one or more Has none of the Household has of four housing four housing no/negative problems problems income, but none of the other housing problems Jurisdiction as a whole 3,215 1,130 0 White 1,595 845 0 Black/African American 1,245 125 0 Asian 34 15 0 American Indian, Alaska Native 0 0 0 Pacific Islander 0 0 0 Hispanic 295 145 0 Table 14 - Disproportionally Greater Need 30 -50%AMI Data 2013-2017 CHAS Source: *The four housing problems are: 1. Lacks complete kitchen facilities, 2. Lacks complete plumbing facilities, 3. More than one person per room, 4. Cost Burden greater than 30% 50%-80% of Area Median Income Housing Problems Has one or more Has none of the Household has of four housing four housing no/negative problems problems income, but none of the other housing problems Jurisdiction as a whole 2,995 2,385 0 White 1,455 1,575 0 Black/African American 1,040 565 0 Asian 10 65 0 American Indian, Alaska Native 0 0 0 Pacific Islander 0 0 0 Hispanic 445 180 0 Table 15 - Disproportionally Greater Need 50 -80%AMI Consolidated Plan BOYNTON BEACH 42 OMB Control No:2506-0117(exp.09/30/2021) Page 87 of 1598 Data 2013-2017 CHAS Source: *The four housing problems are: 1. Lacks complete kitchen facilities, 2. Lacks complete plumbing facilities, 3. More than one person per room, 4. Cost Burden greater than 30% 80%-100% of Area Median Income Housing Problems Has one or more Has none of the Household has of four housing four housing no/negative problems problems income, but none of the other housing problems Jurisdiction as a whole 1,710 1,905 0 White 920 1,255 0 Black/African American 530 355 0 Asian 10 45 0 American Indian, Alaska Native 0 0 0 Pacific Islander 0 15 0 Hispanic 195 215 0 Table 16 - Disproportionally Greater Need 80- 100%AMI Data 2013-2017 CHAS Source: *The four housing problems are: 1. Lacks complete kitchen facilities, 2. Lacks complete plumbing facilities, 3. More than one person per room, 4. Cost Burden greater than 30% Discussion Extremely Low Income—0-30%of AMI: • Most groups at this income level have high rates of housing problems. At this income level, 77% of all households experience at least one of the four housing problems. Black/African Americans experience the highest rate of at least one housing problem (83.7%) and Asians experience the lowest (42.8%). At 0-30% AMI, Whites and Hispanics experience a similar incidence of housing problems, at 74%and 76%, respectively. Very Low Income—30-50%of AMI: • In the 30-50% AMI group, 74% of households experience at least one of the four housing problems. As with the 0-30%AMI group, Black/African Americans experience the highest rate of Consolidated Plan BOYNTON BEACH 43 OMB Control No:2506-0117(exp.09/30/2021) Page 88 of 1598 having at least one housing problem (91%). The lowest rate of housing problems at this income group is White (65.4%), followed by Hispanic (67%), and Asian (69.3%). Low Income—50-80%of AMI: • Although a majority of households (55.7%) experience at least one housing problem at this income level, Hispanic households have the highest incidence at 71.2%. Black/African American households experience one or more housing problems at a rate of 64.8%, followed by White households (48%), and Asian households (13.3%). Moderate Income—80-100%of AMI: • At the 80-100% AMI level, only one group has a majority with one or more of four housing problems. For all households at this level, 47.3% experience at least one housing problem. The highest rate of housing problems occurs in Black/African American households (60%), and Asians experience the lowest(18.2%). Hispanic households experience one or more housing problems at a rate of 47.6%,followed by White households (42.3%), and Asian households (18.2%). The CHAS data reveals the following disproportionately greater need, as follows: • At 0-30%AMI, no groups have a disproportionate need compared to the jurisdiction as a whole. • At 30-50% AMI, Black/African American households experience a disproportionate need (91% compared to 74%for the jurisdiction). • At 50-80% AMI, Hispanic households experience a disproportionate need (71.2% compared to 55.7%for the jurisdiction). • At 80-100% AMI, Black/African American households experience a disproportionate need (60% compared to 47.3%for the jurisdiction). Consolidated Plan BOYNTON BEACH 44 OMB Control No:2506-0117(exp.09/30/2021) Page 89 of 1598 NA-20 Disproportionately Greater Need: Severe Housing Problems—91.205 (b)(2) This section assesses the need of any racial or ethnic group that has disproportionately greater need in comparison to the needs of that category of need as a whole. Introduction A disproportionately greater need exists when the percentage of households in a particular income category that are members of a particular racial or ethnic group is at least 10 percentage points higher than the percentage of persons in the same income category as a whole. Severe housing problems are defined as: 1) Housing unit lacks complete kitchen facilities; 2) Housing unit lacks complete plumbing facilities; 3) Overcrowding greater than 1.5 persons per room (not including bathrooms, porches, foyers, halls, or half rooms); and 4) Housing cost burden greater than 50%. HUD's Community Housing Affordability Study(CHAS) provides data on the incidence of severe housing problems experienced by various racial/ethnic groups at identified income groups 0—100% AMI. 0%-30% of Area Median Income Severe Housing Problems* Has one or more Has none of the Household has of four housing four housing no/negative problems problems income, but none of the other housing problems Jurisdiction as a whole 2,710 595 605 White 1,610 400 455 Black/African American 870 135 100 Asian 15 10 10 American Indian, Alaska Native 0 0 0 Pacific Islander 0 0 0 Hispanic 185 40 45 Table 17—Severe Housing Problems 0 -30%AMI Data 2013-2017 CHAS Source: *The four severe housing problems are: 1. Lacks complete kitchen facilities, 2. Lacks complete plumbing facilities, 3. More than 1.5 persons per room, 4. Cost Burden over 50% Consolidated Plan BOYNTON BEACH 45 OMB Control No:2506-0117(exp.09/30/2021) Page 90 of 1598 30%-50% of Area Median Income Severe Housing Problems* Has one or more Has none of the Household has of four housing four housing no/negative problems problems income, but none of the other housing problems Jurisdiction as a whole 2,300 2,050 0 White 1,105 1,340 0 Black/African American 900 480 0 Asian 34 15 0 American Indian, Alaska Native 0 0 0 Pacific Islander 0 0 0 Hispanic 235 210 0 Table 18—Severe Housing Problems 30 - 50%AMI Data 2013-2017 CHAS Source: *The four severe housing problems are: 1. Lacks complete kitchen facilities, 2. Lacks complete plumbing facilities, 3. More than 1.5 persons per room, 4. Cost Burden over 50% 50%-80% of Area Median Income Severe Housing Problems* Has one or more Has none of the Household has of four housing four housing no/negative problems problems income, but none of the other housing problems Jurisdiction as a whole 1,245 4,135 0 White 630 2,395 0 Black/African American 430 1,175 0 Asian 0 75 0 American Indian, Alaska Native 0 0 0 Pacific Islander 0 0 0 Hispanic 180 445 0 Table 19—Severe Housing Problems 50 - 80%AMI Data Source: 2013-2017 CHAS Consolidated Plan BOYNTON BEACH 46 OMB Control No:2506-0117(exp.09/30/2021) Page 91 of 1598 *The four severe housing problems are: 1. Lacks complete kitchen facilities, 2. Lacks complete plumbing facilities, 3. More than 1.5 persons per room, 4. Cost Burden over 50% 80%-100% of Area Median Income Severe Housing Problems* Has one or more Has none of the Household has of four housing four housing no/negative problems problems income, but none of the other housing problems Jurisdiction as a whole 355 3,255 0 White 225 1,955 0 Black/African American 85 800 0 Asian 10 45 0 American Indian, Alaska Native 0 0 0 Pacific Islander 0 15 0 Hispanic 0 410 0 Table 20—Severe Housing Problems 80 - 100%AMI Data 2013-2017 CHAS Source: *The four severe housing problems are: 1. Lacks complete kitchen facilities, 2. Lacks complete plumbing facilities, 3. More than 1.5 persons per room, 4. Cost Burden over 50% Discussion This section discusses the income categories in which a racial or ethnic group has a disproportionately greater severe housing need. Extremely Low-income -0-30%of AMI: • At this income level, 52.8% of households experienced severe housing need. All households with reported problems,except for White households(45.2%),show that disproportionate needs exist. Asian households experienced the highest disproportion at 69.4%, followed by Black/African American households (65.2%), and Hispanic households (52.8%). Very Low Income—30-50%of AMI: Consolidated Plan BOYNTON BEACH 47 OMB Control No:2506-0117(exp.09/30/2021) Page 92 of 1598 • In the 30-50% AMI group, 52.9% of households experience severe housing need. As with the 0- 30% AMI group, Asian and Black/African American households experience the highest disproportion at 69.4% and 65.2%, respectively. The lowest rate of severe housing need at this income group is White (45.2%), followed by Hispanic (52.8%). Low Income—50-80%of AMI: • Among the 50-80%AMI group, 23.1%of households experience severe housing need.There is no group experiencing a disproportionate need, and the rate for each group does not deviate from the overall rate. Twenty-nine percent of Hispanics experience severe housing need, followed by Black/African Americans (26.8%), and Whites (20.8%). Moderate Income—80-100%of AMI: • At the 80-100% AMI level, 9.8% of households experience severe housing need. No groups experience a disproportionate need,although Asian households come the closest at 18.2%. White households report 10.3% experience severe housing need, and 9.6% of Black/African American households experience severe housing need. The CHAS data reveals the following disproportionately greater need, as follows: • At 0-30% AMI, only White households experienced no disproportionate need compared to the jurisdiction as a whole. • At 30-50% AMI, Black/African American and Asian households experience a disproportionate need (69.4% and 65.2%, respectively, compared to 52.9%for the jurisdiction). • At 50-80%AMI, no household groups experience a disproportionate need, compared to the rate of 23.1%for the jurisdiction. • At 80-100%AMI, no household groups experience a disproportionate need,compared to the rate of 9.8%for the jurisdiction. Consolidated Plan BOYNTON BEACH 48 OMB Control No:2506-0117(exp.09/30/2021) Page 93 of 1598 NA-25 Disproportionately Greater Need: Housing Cost Burdens—91.205 (b)(2) This section assesses the need of any racial or ethnic group that has disproportionately greater need in comparison to the needs of that category of need as a whole. Introduction: A household experiences cost burden when its housing expenses exceed 30% of gross household income. Severe cost burden occurs when such expenses exceed 50% of gross household income. Cost burden makes for housing instability, increasing the likelihood of eviction or foreclosure particularly for severely-cost burdened households. Cost burden detracts from the availability of household financial resources to meet basic non-housing needs for medical care, proper nutrition, education, and transportation. The prevalence of cost burden in a community is an indicator of need for additional affordable housing. HUD's Community Housing Affordability Study (CHAS) provides data on household cost burden and severe cost burden by various racial/ethnic groups. A disproportionately greater need exists when the percentage of households in a particular income category that are members of a particular racial or ethnic group is at least 10 percentage points higher than the percentage of persons in the same income category as a whole. Housing Cost Burden Housing Cost Burden <=30% 30-50% >50% No/ negative income (not computed) Jurisdiction as a whole 16,825 5,965 5,835 610 White 11,905 3,110 3,355 455 Black/African American 2,450 1,795 1,800 100 Asian 345 35 49 10 American Indian, Alaska Native 15 0 0 0 Pacific Islander 25 0 0 0 Hispanic 1,945 925 530 45 Table 21—Greater Need: Housing Cost Burdens AMI Data 2013-2017 CHAS Source: Discussion: The CHAS data indicates that a total of 40.4% of all households in the jurisdiction are overall cost burdened, including 5,965 cost burdened (20.4%) and 5,835 severely cost-burdened (19.9%). There are no disproportionate needs among households experiencing cost burden greater than 30% but less than 50%of household income, but the cost burden among Black/African American households was the closest to being disproportionate at 29.2%, followed by Hispanic households at 26.9%. Cost burden is lowest among Asian and White households, at 8.0% and 16.5%, respectively. Severe cost burden greater than 50% also varies by race/ethnicity and no groups experience the level of disproportionate need, but Black/African American households is again closest at 29.3%. White households experience severe cost burden at a rate of 17.8%, followed by Hispanic households at 15.4%, and Asian households at 11.2%. It is apparent from the CHAS data that Black/African American households experience the highest incidence of being cost burdened (both overall and severely). Consolidated Plan BOYNTON BEACH 49 OMB Control No:2506-0117(exp.09/30/2021) Page 94 of 1598 NA-30 Disproportionately Greater Need: Discussion—91.205(b)(2) Are there any Income categories in which a racial or ethnic group has disproportionately greater need than the needs of that income category as a whole? According to the HUD tables in the previous three sections, disproportionate housing needs exist for the following groups: • Black households experience disproportionate housing needs relative to the jurisdiction at 30- 50%AMI and 80-100%AMI levels. • Black households also experience housing cost burden at high rates compared to the jurisdiction, but not quite high enough to meet the definition of disproportion. • Hispanic households experience disproportionate housing needs relative to the jurisdiction at the 50-80%AMI income levels and experience severe housing problems disproportionately compared to the jurisdiction at the 0-30%AMI level. • Asian households experience disproportionate severe housing needs relative to the jurisdiction at the 0-30%AMI and 30-50%AMI levels. If they have needs not identified above, what are those needs? The City has not identified any other disproportionate needs. Are any of those racial or ethnic groups located in specific areas or neighborhoods in your community? Data is not available at the City level to depict the location of disproportionate needs; however, data is available that identifies geographic areas of greater racial/ethnic concentration within Palm Beach County. The two prevalent minority racial/ethnic groups in the City of Boynton Beach, as well as greater Palm Beach County, are Hispanics and Blacks. Data from the American Community Survey (2013-2017) reveals that Hispanics represent 21.3%,and Blacks 19.7%,of total population countywide.Within Boynton Beach, Blacks represent 31.5% and Hispanics represent 15.9%. Residents who identify as Black/African American are most likely to be living in the northeast portion of the city. With a diversity score of 92 out of 100, Boynton Beach is more diverse than many other US cities. According to maps created at the www.bestneighborhood.org website,the most diverse area within Boynton Beach's proper boundaries is to the north of the city.The least diverse areas are located in the south parts of Boynton Beach. Consolidated Plan BOYNTON BEACH 50 OMB Control No:2506-0117(exp.09/30/2021) Page 95 of 1598 NA-35 Public Housing—91.205(b) Introduction: According to the Shimberg Center for Housing Studies'Affordable Housing Data Clearinghouse,there are 2,681 publicly assisted developments that provide 285,010 affordable housing units statewide through a variety of funding sources including the Florida Housing Finance Corporation, local housing finance authorities, the United States Department of Agricultural Rural Development, the HUD Multifamily program and HUD Public Housing. Neither the Small Cities CDBG, HOPWA, nor ESG, provide funding to PHAs in Florida.The City of Boynton Beach is served by the Palm Beach County Housing Authority(PBCHA). PBCHA provides affordable housing to low-income individuals, families, elderly, and persons with disabilities. PBCHA owns and manages four public housing communities in West Palm Beach and Lantana, as well as forty-three single family homes throughout Boynton Beach. PBCA operates a total of 468 Public Housing units and manages 1,866, which are comprised of 92 project-based and 1,572 tenant-based vouchers. Totals in Use Program Type Certificate Mod- Public Vouchers Rehab Housing Total Project Tenant Special Purpose Voucher -based -based Veterans Family Disabled Affairs Unification Supportive Program Housing #of units vouchers in use 0 0 468 1,866 92 1,572 0 202 0 Table 22 - Public Housing by Program Type *includes Non-Elderly Disabled, Mainstream One-Year, Mainstream Five-year, and Nursing Home Transition Data PIC (PIH Information Center) Source: Characteristics of Residents The tables on the next page outline the specific characteristics of families within the City of Boynton Beach that are receiving assistance through the PBCHA. The Housing Authority provide access to affordable housing to extremely low, low, and moderate-income families through the operation of rental units and Consolidated Plan BOYNTON BEACH 51 OMB Control No:2506-0117(exp.09/30/2021) Page 96 of 1598 administration of tenant- based and project-based vouchers. Program Type Certificate Mod- Public Vouchers Rehab Housing Total Project Tenant Special Purpose -based -based Voucher Veterans Family Affairs Unification Supportive Program Housing Average Annual Income 0 0 15,969 13,936 10,164 14,287 0 12,919 Average length of stay 0 0 5 8 0 9 0 6 Average Household size 0 0 2 3 1 3 0 3 # Homeless at admission 0 0 0 0 0 0 0 0 #of Elderly Program Participants (>62) 0 0 135 305 75 221 0 9 #of Disabled Families 0 0 68 249 14 211 0 24 #of Families requesting accessibility features 0 0 468 1,866 92 1,572 0 202 #of HIV/AIDS program participants 0 0 0 0 0 0 0 0 Consolidated Plan BOYNTON BEACH 52 OMB Control No:2506-0117(exp.09/30/2021) Page 97 of 1598 Program Type Certificate Mod- Public Vouchers Rehab Housing Total Project Tenant Special Purpose -based -based Voucher Veterans Family Affairs Unification Supportive Program Housing #of DV victims 0 0 0 0 0 0 0 0 Table 23—Characteristics of Public Housing Residents by Program Type Data PIC (PIH Information Center) Source: Race of Residents Race Certificate Mod- Public Rehab Housing Total Project- Tenant based -based Veterans Family Affairs Unification Supportiv Program e Housing White 0 0 102 291 19 209 0 63 Black/African American 0 0 365 1,448 73 1,254 0 121 Asian 0 0 1 2 0 1 0 1 American Indian/Alaska Native 0 0 0 1 0 1 0 0 Pacific Islander 0 0 0 124 0 107 0 17 Other 0 0 0 0 0 0 0 0 *includes Non-Elderly Disabled, Mainstream One-Year, Mainstream Five-year,and Nursing Home Transition Table 24—Race of Public Housing Residents by Program Type Data PIC (PIH Information Center) Source: Consolidated Plan BOYNTON BEACH 53 OMB Control No:2506-0117(exp.09/30/2021) Page 98 of 1598 Ethnicity of Residents Ethnicity Certificate Mod- Public Rehab Housing Total Project Tenant -based -based Veterans Family Affairs Unification Supportive Program Housing Hispanic 0 0 71 241 9 188 0 44 Not Hispanic 0 0 397 11625 83 1,384 0 158 *includes Non-Elderly Disabled, Mainstream One-Year, Mainstream Five-year, and Nursing Home Transition Table 25—Ethnicity of Public Housing Residents by Program Type Data PIC (PIH Information Center) Source: Section 504 Needs Assessment: Describe the needs of public housing tenants and applicants on the waiting list for accessible units: This is not applicable for the City of Boynton Beach. The City does not directly maintain or manage public housing. Most immediate needs of residents of Public Housing and Housing Choice voucher holders The City of Boynton Beach does not directly administer vouchers. The most immediate need of residents on the waiting list for vouchers with PBCHA is finding rental units that meet their needs and accept their voucher. Existing households are experiencing some type of housing problem such as cost burden, housing overcrowding, or substandard housing. How do these needs compare to the housing needs of the population at large? Discussion The Shimberg Center for Housing Studies' 2019 Market Study compares households living in publicly assisted housing units with those of the rental market overall in the state of Florida. Households in publicly assisted units are more likely to be lower income and are more likely to be either households with children or elderly residents than the overall rental population.These populations are likely to have unique needs aside from their economic constraints including neighborhood access to good schools (for households with children), access to transportation and medical care (elderly) and accessible housing units (elderly have a higher incidence of disability overall). Consolidated Plan BOYNTON BEACH 54 OMB Control No:2506-0117(exp.09/30/2021) Page 99 of 1598 NA-40 Homeless Needs Assessment—91.205(c) Introduction: The City of Boynton Beach collaborates closely with Palm Beach County Human Services in addressing the issues of homelessness throughout the county. Because the needs of both jurisdictions are interrelated, much of this narrative is extracted from Palm Beach County's most recent (2020 — 2024) Consolidated Plan and is sufficiently representative of the needs within both jurisdictions. Combating homelessness in Palm Beach County is a complex issue. Homelessness does not discriminate, as it does not only affect only a certain group, class, or type of individual or family. Rarely does a single factor contribute to an individual's homelessness but is more often a result of multifaceted set of circumstances. Homelessness can be driven by economic problems, by a lack of affordable housing options, familial issues, mental or physical health, substance abuse, or a combination of these. Homelessness can be caused by any of, or all these issues, and these can often be interrelated. Because of this, combating homelessness requires a collaborative and community-based approach. Toward that end, the City of Boynton Beach works in close collaboration with the Palm Beach County Human Service Division and the Homeless & Housing Alliance of Palm Beach County. It is through this collaboration and information sharing, as well as the strategic allocation of resources, that we hope to have the greatest impact in one day eliminating homelessness in our communities. The data provided in this section was derived from the 2020 Point in Time (PIT) count that occurred on January 24, 2020. Every year (pre-COVID) the County undertakes its Point in Time Count as well as a Shelter Survey. These two events seek to identify the number of homeless individuals and families In Palm Beach County. The PIT count is used to obtain a sheltered and unsheltered persons count for a twenty- four-hour period. The shelter survey is completed by the shelter operators and is used to count the homeless individuals and families in shelter during the survey period. While the numbers below represent the total number of homeless in Palm Beach County, District 3,which contains the City of Boynton Beach, had the second highest number of unsheltered homeless(230 or 22%) on the day of the count, highlighting the shared impact that exists between the city and county. The County also conducts an annual Housing Inventory Count (HIC). The HIC is a point in time inventory of provider programs within the Homeless and Housing Alliance (HHA)that provide beds and housing units for the homeless population. The county categorizes the available beds under these five program types: Emergency Shelter,Transitional housing, Rapid Re-Housing, Safe Have, and Permanent Supportive Housing. Palm Beach County's 2020 PIT indicated that 1,510 persons were homeless on the day of the count with 480 of those individuals sheltered and 1,030 unsheltered. The results indicate that Seniors represent 12%of the total homeless population,youth (18-24) represent 6%, and military veterans represented 7%of the total homeless population on the day of the count. The results also indicated that Consolidated Plan BOYNTON BEACH 55 OMB Control No:2506-0117(exp.09/30/2021) Page 100 of 1598 approximately 16% of the homeless population are defined as chronically homeless. On the day of the count, 68%of the homeless population were sleeping in an unsheltered location and 32%were housed in either emergency shelter or transitional housing. Homeless Needs Assessment Population Estimate the#of Estimate the Estimate Estimate the Estimate the persons experiencing # the# #exiting #of days homelessness on a experiencing becoming homelessness persons given night homelessness homeless each year experience each year each year homelessness Sheltered Unsheltered Persons in Households with Adult(s) and Child(ren) 270 6 0 0 0 0 Persons in Households with Only Children 0 6 0 0 0 0 Persons in Households with Only Adults 210 1024 0 0 0 0 Chronically Homeless Individuals 21 218 0 0 0 0 Chronically Homeless Families 0 0 0 0 0 0 Veterans 35 65 0 0 0 0 Unaccompanied Child 49 44 0 0 0 0 Persons with HIV 0 18 0 0 0 0 Table 26-Homeless Needs Assessment If data is not available for the categories "number of persons becoming and exiting homelessness each year," and "number of days that persons experience homelessness," describe these categories for each homeless population type (including chronically homeless Consolidated Plan BOYNTON BEACH 56 OMB Control No:2506-0117(exp.09/30/2021) Page 101 of 1598 individuals and families, families with children, veterans and their families, and unaccompanied youth): Entering Homelessness: The majority of individuals,families with children, veterans, and the chronic homeless cite the most common reason for their homelessness as: employment/financial issues (43%), family issues (20%), and housing issues (18%). Approximately 22%of the total homeless population on any given day have experienced homelessness four(4) or more times during a three (3)year period. Exiting Homelessness: Finding and maintaining employment and locating affordable housing are the main reasons persons exit homelessness. Forty-five present(45%) of the total homeless population on any given day have been homeless for one year or longer while 25% have been homeless for more than 3 months but less than one year. Fifteen percent (15%) of those homeless on any given day have experienced homelessness for 1 to 3 months while less than 5% have experienced homelessness for no more than one week. Nature and Extent of Homelessness: (Optional) Race: Sheltered: Unsheltered (optional) White 144 569 Black or African American 293 417 Asian 3 4 American Indian or Alaska 6 13 Native Pacific Islander 0 6 Ethnicity: Sheltered: Unsheltered (optional) Hispanic 66 109 Not Hispanic 414 918 Estimate the number and type of families in need of housing assistance for families with children and the families of veterans. According to the 2020 Palm Beach County Point in Time count,there were 1,297 households (1,510 individuals)that were homeless on a given 24-hour period. Households with at least one adult and one child accounted for 6.2% (81) of the total household homeless population, and households comprised of Consolidated Plan BOYNTON BEACH 57 OMB Control No:2506-0117(exp.09/30/2021) Page 102 of 1598 only children (Youth) represented < 1% (5) of the homeless population. Two hundred forty (240) households (86%) of households with at least one adult and one child were in emergency shelter and 10% (30) resided in transitional housing. For households with only children 3 households (<I%)were in emergency shelter and none were in transitional housing. Information regarding families of veterans was not isolated in the 2020 PIT survey. The households surveyed may or may not have included families with veterans. Housing placement for households with children has proven difficult. Most of the housing facilities are designed to accept the single homeless population.To that end, Palm Beach County purchased a 19-unit emergency family shelter and contracted with a non-profit agency to operate the facility. Furthermore, the County in coordination with a family service provider established a Rapid Re-housing Program that provides financial assistance to homeless families with or without children to regain stability in permanent housing. Describe the Nature and Extent of Homelessness by Racial and Ethnic Group. According to the PIT survey, Black/African Americans comprised slightly less than half(47%) of the County's homeless population, whites represented another 47%,while American Indian/Alaska Native and Asians and Native Hawaiian/Pacific Islanders each presented 1%-2%of the homeless population. One percent(1%) of those individuals who participated in the survey were of multiple races. Of the total number of homeless, 175 (11.5%)were Hispanic or Latino. Describe the Nature and Extent of Unsheltered and Sheltered Homelessness. The 2020 Point in Time survey reported that of the 1,510 homeless individuals identified,480 (31.8%) were sheltered and 1030(68.2%) unsheltered. Of the 457 individuals that were sheltered, 349 (76.3%) were sheltered in emergency shelters and 108 (23.6%)were housed in transitional facilities. The following is a description of the extent to which sub-populations of homeless are sheltered and unsheltered. Chronic homeless persons represented 15.8%of the total homeless population counted, of which 1.3% (21 persons)were sheltered. The mentally ill accounted for 12.5%of the homeless population and the veteran homeless population was 6.5%of the total homeless count (of which 65 veterans were housed). Chronic substance abuse represented 15%of the total homeless population counted in the 2020 PIT of which 3.5% (53 persons)were sheltered. Persons with HIV/AIDS and victims of domestic violence represented <1% and 12.5% respectively of the total homeless population reflected in the PIT. Less than 1% (8 persons) of the HIV/AIDS subpopulation and 10% (141 individuals) of the victims of domestic violence subpopulation were sheltered. Discussion: Consolidated Plan BOYNTON BEACH 58 OMB Control No:2506-0117(exp.09/30/2021) Page 103 of 1598 The following is a description of the extent to which sub-populations of homeless are sheltered and unsheltered. Chronic homeless persons represented 15.8%of the total homeless population counted, of which 1.3% (21 persons)were sheltered. The mentally ill accounted for 12.5%of the homeless population and the veteran homeless population was 6.5%of the total homeless count (of which 65 veterans were housed). Chronic substance abuse represented 15%of the total homeless population counted in the 2020 PIT of which 3.5% (53 persons)were sheltered. Persons with HIV/AIDS and victims of domestic violence represented <1% and 12.5% respectively of the total homeless population reflected in the PIT. Less than 1% (8 persons) of the HIV/AIDS subpopulation and 10% (141 individuals) of the victims of domestic violence subpopulation were sheltered. Consolidated Plan BOYNTON BEACH 59 OMB Control No:2506-0117(exp.09/30/2021) Page 104 of 1598 NA-45 Non-Homeless Special Needs Assessment - 91.205 (b, d) Introduction: While there are services available in Boynton Beach for each of the special needs populations below, there is no specific data available for the City of Boynton Beach concerning the needs of those populations within the city. Providing services for these populations is handled on an as needed basis and city staff would normally defer to Palm Beach County Division of Human Services which handles the Continuum of Care. As identified in Palm Beach County's 2020—2024 Consolidated Plan, the non-homeless special needs population in Palm Beach County is comprised of the following groups: • Elderly (62 years and older) • Frail elderly(defined as an elderly person who requires assistance with three or more activities of daily living, such as bathing, walking, and performing light housework) • Persons with mental, physical, and/or developmental disabilities • Persons with alcohol or other drug addiction • Persons with HIV/AIDS and their Families • Victims of domestic violence, dating violence, sexual assault, and stalking • Veterans • Youths aging out of foster care • Ex-offenders • Residents of public housing. The City of Boynton Beach does not directly receive funding under the Housing Opportunities for Persons with AIDS(HOPWA) program. Instead, HOPWA funding is provided to the largest municipality within the Eligible Metropolitan Statistical Area (EMSA), the City of West Palm Beach, which received $3,202,608.00 in HOPWA funds in 2021. Describe the characteristics of special needs populations in your community: Housing and supportive service needs for special needs populations, should they arise, are referred to appropriate agencies throughout the county. Per the County's 2020—2024 Consolidated Plan,the non- homeless special needs populations in Boynton Beach and Palm Beach County experience many of the same housing and service needs and the same barriers as the homeless. The following describes the special characteristics of each group and is drawn from the County's 2020— 2024 Consolidated Plan. It is presumed that these same characteristics and needs apply to residents of Boynton Beach: Consolidated Plan BOYNTON BEACH 60 OMB Control No:2506-0117(exp.09/30/2021) Page 105 of 1598 Elderly:According to the Office of Economic and Demographic Research, approximately 431,767 persons in the County are over the age of 60. Of these, 191,722 are males and 239,995 are females. Some 59,233 seniors are below 125.0%of the poverty guideline; 7.0% live in medically underserved areas; 281,933 have disability insurance; 72.0%suffer from no disability; 205,080 have cost burden above 30%. There are 26 Adult Daycare facility with total beds numbering 1,655. Persons with mental, physical, and/or developmental disabilities: Per the 2017 ACS Survey, the total county population with a disability is 173,730. Of these, 16,927 were under 34 years old, 67,858 were under 65 and 101,616 were over 65 years old. Persons with alcohol or other drug addiction According to the Palm Beach County Substance Awareness Coalition July 2017 Annual Report, there are 59,321 current users of marijuana in the County and 33,767 current users of an illicit drug other than marijuana. Alcohol was detected as being present in one-half of all drug-related deaths in Florida during 2016 and was the primary drug cited by more than a third of all patients admitted to addiction treatment in Palm Beach County during 2016. Persons with HIV/AIDS and their Families Within the County, there were 8,208 individuals living with HIV at the end of 2017 according to data from the Florida Department of Health, Bureau of HIV/AIDS. Of this total, 64.1%were males and 35.9%females. Victims of domestic violence, dating violence, sexual assault, and stalking The Florida Department of Law Enforcement reported for 2018 that the County had 4,613 occurrences of domestic violence offences. Per a report published in 2017, 76%of intimate partner physical violence victims are female, more than 75%of women aged 18-49 abused were previously abused by the same perpetrator, 40%of female murder victims are killed by intimate partners, 76%of women who are killed by intimate partners and 85%of women who survive homicide attempts are stalked prior to the murder or attempted murder. Veterans According to the 2017 American Community Survey, the County's veteran population is 85,376, or 7.5%of the County's total population. Of this total, 93.4% are male; 69.0%are 65 years and over; 89.0%are white; and 8.0% Black or African American. The unemployment rate among veterans in the county in 2017 was 7.4%and 5.6 of all veterans received income below the poverty level. Youths ageing out of foster care In the State of Florida, a youth can leave the foster care system at 18 and is expected to assume full independence. Some 75 to 90 foster children age out of the system each year. Ex-offenders It is estimated that annually in Palm Beach County 1,200 ex-offenders are released from prison.The mission of the County's Reentry Task Force is to increase public safety, decrease victimization, reduce recidivism rates, and create an improved quality of life for Palm Beach County residents.The Reentry Task Force coordinates and facilitates resources, develops, and maintains partnerships, implements changes based on evaluation, and identifies opportunities for sustained reentry services. Consolidated Plan BOYNTON BEACH 61 OMB Control No:2506-0117(exp.09/30/2021) Page 106 of 1598 Residents of Public Housing: Four public housing authorities operate within the Palm Beach County Entitlement Jurisdiction, but only three have public housing units or manage vouchers. Based on information provided by these agencies, they operate a total 1,567 public housing units, 53 scattered homes, and manage 2,432 vouchers. What are the housing and supportive service needs of these populations and how are these needs determined? The supportive non-housing needs of Palm Beach County, and to a lesser extent, Boynton Beach, Special Needs Population were determined by surveying relevant agencies that provide daily services to the "specific population"; extensive review of agency websites; and input received from members of the public through solicitations at public meetings and posted documents. Elderly/Frail Elderly:According to a 2017 Health and Human Services (HHS) Report, elderly persons living in the Glades Region and certain areas of eastern Palm Beach County have a greater need for social services including In-Home Services, such as assistance to foster independent living; and Community Based Services, such as affordable health and wellness programs. Access to supportive care is extremely limited and with few options, many seniors must move into a facility. Persons with mental, physical, and/or developmental disabilities: Individuals with developmental disabilities require services throughout their lives. Without these supports,these individuals are among the most vulnerable people in terms of risk for hunger, homelessness, and unemployment. It has been found that home and community-based services are more effective than institutional settings in providing essential support to this population. Persons with alcohol or other drug addiction: According to the HHS Report, Palm Beach County had more heroin deaths during the first half of 2016 than any other county in the State. Cocaine deaths have been steadily increasing since 2013 attributed in part to the use of heroin and other opioids. Benzodiazepine deaths increased in 2015 and 2016 following sharp declines from 2011 to 2013 paralleling trends of prescription opioid fatalities. Substance abuse education is seen as the major need for this population. Persons with HIV/AIDS and their Families:The HOPWA and Ryan White Programs are the two predominant sources providing funding to assist with HIV/AIDS initiatives. The programs provide financial assistance, primary medical care, and essential support services to assist HIV/AIDS persons at risk of homeless. According to the HHS Report, the goal for Palm Beach County was to reduce the HIV Case Rate from 23.2 to 21.5 cases/100,000 through patient care, prevention planning and service implementation. Consolidated Plan BOYNTON BEACH 62 OMB Control No:2506-0117(exp.09/30/2021) Page 107 of 1598 Victims of domestic violence, dating violence, sexual assault, and stalking: A survey of providers identified needs as: affordable housing subsidies,financial counseling, affordable childcare, affordable health care, and legal services.There are several agencies that provide services to reduce incidences of domestic violence in the county, such as State Attorney's Office,YWCA/Harmony House, AVDA, and PBC Victim Services, among others. Veterans:Approximately 58,900 of the county's veteran population are 65 years and over. According to responses to the survey from special needs agencies, the most important needs for veterans are affordable housing, education, employment services, and substance abuse education. Youth aging out of foster care: Youths aging out of foster care are not prepared for independent living without assistance. Only 1 in 6 are completely self-supporting. According to the DHES survey, the most urgent needs of this population are affordable housing,financial counseling, education, healthcare, employment, and life skill training. Ex-offenders: ex-offenders will get assistance through the RESTORE and Offender Reentry Initiatives to help with integration back into the community. Residents of public housing:There are 919 households residing in public housing in the Jurisdiction. Additionally, another 1938 households are provided with housing vouchers. Survey of the Housing Authorities identified resident needs including childcare, mental health services, legal services, among others. Discuss the size and characteristics of the population with HIV/AIDS and their families within the Eligible Metropolitan Statistical Area: As the City of Boynton Beach does not receive HOPWA funding, we do not maintain data on this population. However, as described above,within Palm Beach County, there were 8,208 individuals living with HIV at the end of 2017 according to data from the Florida Department of Health, Bureau of HIV/AIDS. Of this total, 64.1%were males and 35.9%females. Discussion: As in past years, the City of Boynton Beach Community Improvement Division will continue to serve on the various boards through the Homeless & Housing Alliance to disseminate information to its residents in need of services for HIV/AIDS and other special needs. Consolidated Plan BOYNTON BEACH 63 OMB Control No:2506-0117(exp.09/30/2021) Page 108 of 1598 NA-50 Non-Housing Community Development Needs—91.215 (f) Describe the jurisdiction's need for Public Facilities: Boynton Beach has many diverse public facility's needs, ranging from the need for new facilities to the expansion/rehabilitation of others. Some of the facilities needs identified in this Consolidated Plan include senior centers, handicapped centers, homeless facilities, youth and childcare centers, and facilities for special needs populations. The need for facilities and accessibility improvements for the elderly population is supported by the demographic makeup of the City's population. Twenty-one percent (21.3%) of the City's overall population is aged 65 and over; 17.3%are under 19 years old; and 8.2% have some form of disability. How were these needs determined? The city completed an assessment of the need for public facilities during the development of this Consolidated Plan.The City's FY 2021 Parks and Recreation Plan was reviewed.The needs identified above were directly suggested in consultation with relevant city departments and through comments received at public meetings to discuss the Plan and associated needs. Neighborhood facilities, health facilities, parks, and recreational facilities were considered low need based on community and survey responses. Facilities serving special needs populations such as shelters, group homes, and supportive housing were considered high priority by community stakeholders. Comments and recommendations made by City Commission were also considered. Describe the jurisdiction's need for Public Improvements: The following are the most needed public improvements in the city: street improvements, provisions for parking,sidewalks and pedestrian zones,and water/sewer improvements. Public improvements provided under the Consolidated Plan must benefit areas where the residents are at least 51% low-and moderate- income. According to the most recent (2015) ACS Summary data, 13 of the 23 block groups in the City have LMI percentages above 51%, meaning CDBG funds may be used to address some of these improvements. How were these needs determined? The city completed an assessment of the need for public facilities and public improvements. The needs identified above were directly suggested in consultation with relevant city departments. These public improvements were not viewed as a high priority in the community survey, but City staff viewed these activities as impacting more individuals and households than other activities. Comments and recommendations made by City Commission were also considered. Consolidated Plan BOYNTON BEACH 64 OMB Control No:2506-0117(exp.09/30/2021) Page 109 of 1598 Describe the jurisdiction's need for Public Services: The need for Public Services in Boynton Beach is driven by demographics, income,the needs of the special needs population,the needs of the homeless and those at risk of homelessness, housing status within the county, a need to educate the population on fair housing issues and specific needs of the underserved and low-and moderate-income population. Boynton Beach has identified the following public services needs which will be addressed with CDBG funds to the extent possible: childcare, preschool, after school care services, health services, domestic violence services, homeless services, disabled services, senior services, youth services, housing and fair housing counseling services,job training, legal services, substance abuse services, and veteran services. How were these needs determined? These needs are supported by statistics outlined below,drawn from the County's 2020-2024 Consolidated Plan which although expressed on a countywide level, can be presumed to reflect the needs of the city proportionally. The latest population estimates for the City of Boynton Beach's CDBG jurisdiction puts the population at 80,380 persons. Of this total, 5% are under 5 years and will need to be provided with childcare services to allow their parents to work.Additionally,after school services are required,especially for those attending elementary school. 21% of the jurisdiction population is over 65 years old, demonstrating the need for senior services. It is important to note that this population is presumed by HUD to be low-and moderate-income. The provision of services to the disabled population, which represents 8.2% of city's population, will be addressed by this Plan and it is anticipated that there will be collaboration between the County and a number of local non-profit providers to address this need. Information posted at Data USA for Palm Beach County revealed that approximately 14.0% of County residents do not have health insurance, thereby supporting the need for the provision of health services to those who cannot afford it. In 2017, a total of 4,613 incidences of domestic violence were reported in Palm Beach County, confirming the need for services aimed at addressing domestic violence. Approximately 3,000 homeless cases are addressed annually in the Palm Beach County Homeless System. This demonstrates the need to combat homelessness by providing homeless prevention and housing services. Consolidated Plan BOYNTON BEACH 65 OMB Control No:2506-0117(exp.09/30/2021) Page 110 of 1598 The County also needs to continue providing services to persons recently released from incarceration to assist with their re-assimilation into society. According to a report by the Department of Public Safety- Division of Justice Services, 1,200 people are released from prison annually. Based on the growing number of youths in the population (5.6%of those aged between 15 and 19), there is a strong need for public services which addresses youth needs.These will include educational services, family counseling for pregnant and parenting teens, and recreational services, etc. Over 70%of households in Palm Beach County are homeowners and many first-time homeowners are not fully conversant with all the intricacies of homeownership, such as: source financing, interacting with realtors and mortgage companies, homeowner responsibilities, and associated costs, among others. Consolidated Plan BOYNTON BEACH 66 OMB Control No:2506-0117(exp.09/30/2021) Page 111 of 1598 Housing Market Analysis MA-05 Overview Housing Market Analysis Overview: This section provides a general overview of the City of Boynton Beach housing market, including supply, demand,conditions,and cost of housing. We reviewed key market indicators such as household income, housing supply, age, and conditions of residential structures to understand trends in housing production and demand per income category. • A large percentage of the City's housing stock is older with about 42% built before 1980.An older housing stock indicates the presence of housing problems such as lead-based paint, the need for greater maintenance, and homes that do not meet the needs of today's households. Substandard housing as defined by HUD (lack of complete kitchen or plumbing facilities; overcrowding at 1.01 or more persons per room;and housing cost burden of more than 30%of income toward housing), impacts rental units (62%) more than owner-occupied units (29%). The housing cost burden and the inability of owner-occupied households to maintain their properties due to limited resources is an issue in the City. Owners of houses built prior to 1978 are likely to be elderly who are on fixed incomes and unable to make the necessary repairs to their homes. CDBG allocation has been used for owner-occupied rehabilitation programs in most cities with older housing stock. • There are disparities in homeownership in the City with White non-Hispanic residents having higher homeownership rates (68%) than minority residents. Black residents have the lowest homeownership rates (40%). According to recent studies done by the City such as the 2021 Boynton Beach Racial and Social, Equity Community Needs Assessment, renter households are increasing with over 60% of households moving into Boynton Beach within the past decade.The largest LMI area called the Heart of Boynton has the most concentration of renter households. • From 2015 to 2019, the median home value in Boynton has increased by 50.8 percent, and over the past two years,escalating home prices have mirrored the housing crisis in the County. In 2021, about 40 percent of houses sold above listing prices,and the median number of days that a house stayed on the market is reduced by half. The actions of cash investors especially in LMI neighborhoods have forced up prices making affordability a bigger issue for LMI families trying to recover from the impact of the pandemic. Interviews with community residents and stakeholders shows a disturbing trend of double-digit rent increases that end up forcing residents from their homes and federal subsidized rent restricted units are not turning over. Many landlords are unwilling to accept Section 8 housing choice vouchers because they limit the landlords from charging above-market rents. The 2021 ACS data shows that the median value of an owner- occupied home in the City is $229,100 and median monthly contract rent is $1,551. Some cities are seeking solutions such as requiring landlords who raise rents by more than five percent to give 60-day notices. West Palm Beach requires 60-day notice from landlords raising rent. • The city does not have a public housing authority, but city residents use HUD Section 8 vouchers to rent houses from private sector landlords. There is only one major facility serving the homeless Consolidated Plan BOYNTON BEACH 67 OMB Control No:2506-0117(exp.09/30/2021) Page 112 of 1598 in the City. Through participation in the countywide CoC, referrals are made through the Lewis Center which then makes assessments and move homeless persons to the appropriate agencies throughout their system. • The City does not have much information on the housing needs of its special needs populations including elderly, frail elderly, persons with disabilities, and victims of domestic violence. Their needs are served by adult day care centers,group homes,assisted living centers,and shelters that are provided on a County wide basis. City staff keeps a list of such agencies and works through the Palm Beach CofC to refer people in need. Some of the housing needs of the elderly such as home repairs are being addressed through the City's owner-occupied rehabilitation program funded through CDBG and State of Florida SHIP funds. • There are several barriers to affordable housing in the City. These include the lack of resources for affordable housing and related infrastructure, limited availability, and high cost of vacant lots for housing, high cost of construction, unaffordable rents, regulations, and land use controls with unintended effects of limiting housing choices, restrictive affordability periods, and limited housing options. The City worked with the Boynton Beach CRA to purchase lots for donation to two affordable housing non-profits. Increasing costs and competition from cash investors increases the need for more inclusive and mixed-income housing options for LMI families. • For non-housing community development needs, there is a need for more high-end manufacturing jobs with livable wages and skilled workers to meet the needs of businesses that are recovering from the pandemic.The City has hired an Economic Development Director that is focused on addressing disparities and improving the economic base. • There are not racially/ethnically concentrated areas of poverty (R/ECAP) within the City of Boynton Beach. Areas with general housing problems are concentrated in the Heart of Boynton LMI area of the City. With the completion of a disparity study by the FIU, the City is planning several strategic initiatives.These include addressing racial and social equity issues,strengthening access to resources for its underserved population, building an equitable economy and open opportunities for all residents, through an improved government delivery system. • The City's need for broadband is provided through five companies in the City with plans providing at least>_ 25/3 Mbps download/upload speed. However, there is a disparity in services based on incomes with households with incomes under$56,000 having much lower access than those with higher incomes. Service availability is good, but the affordability of the service to low- and moderate-income households is the biggest challenge. • LMI households especially those near to the coast such as Boynton Beach face disproportionate impacts of hazards such as hurricanes and the effect on climate change. In 2021, Palm Beach County completed a comprehensive joint climate-change vulnerability assessment with Boynton Beach and six other municipalities. This study examined the socioeconomic impacts of various climate threats in these areas. Consolidated Plan BOYNTON BEACH 68 OMB Control No:2506-0117(exp.09/30/2021) Page 113 of 1598 MA-10 Number of Housing Units—91.210(a)&(b)(2) Introduction The purpose of the Market Analysis is to examine current housing market conditions in the City to identify any gaps in meeting the needs of residents. This section of the Plan provides an estimate of the current supply of housing and includes an examination of the existing housing inventory by property type, size, and tenure (owners/renters). Palm Beach County is the largest county in Florida by area covering 2,383 square miles.The City of Boynton Beach is the third largest municipality in Palm Beach County. According to the 2013-2017 American Community Survey(ACS),there are an estimated 36,375 housing units within the city,with approximately 19% being vacant housing units. The rental vacancy rate is reported as 8.2%, but with current market conditions it is lower than available ACS data shows. Examining tenure of occupied units, 17,650 (48.5%) units are owner occupied and 11,575 (31.8%) are renter occupied. An estimated 61% housing units are in properties with between one (1) and four (4) units; 38% housing units are in properties with five (5) or more units. Among all residential units approximately 2%are mobile homes/boat/RV/van/etc. Per the 2013-2017 ACS, approximately 49% of all owner-occupied housing units have three bedrooms or more, while 44% have two bedrooms, and 6% have one bedroom or less. For rental housing units, 27% have three bedrooms or more, 43% have two bedrooms, and 29% have one bedroom or less. All residential properties by number of units Property Type Number 1-unit detached structure 14,615 40% 1-unit, attached structure 4,330 12% 2-4 units 3,270 9% 5-19 units 5,755 16% 20 or more units 7,840 22% Mobile Home, boat, RV, van, etc. 565 2% Total 36,375 100% Table 27—Residential Properties by Unit Number Data 2013-2017 ACS Source: Unit Size by Tenure Owners Renters Number % Number No bedroom 30 0% 515 4% 1 bedroom 1,120 6% 2,950 25% Consolidated Plan BOYNTON BEACH 69 OMB Control No:2506-0117(exp.09/30/2021) Page 114 of 1598 Owners Renters Number % Number 2 bedrooms 7,805 44% 5,030 43% 3 or more bedrooms 8,695 49% 3,080 27% Total 17,650 99% 11,575 99% Table 28— Unit Size by Tenure Data 2013-2017 ACS Source: Describe the number and targeting (income level/type of family served) of units assisted with federal, state, and local programs. The City of Boynton Beach targets 25 low, low-moderate income families/units to assist with homeownership, primarily through the State Housing Initiatives Partnership (SHIP) Program. Provide an assessment of units expected to be lost from the affordable housing inventory for any reason, such as expiration of Section 8 contracts. Data is not available that specifically addresses the City limits of Boynton Beach, so Statewide and Countywide trends are helpful for assessing the conditions in the city. According to the Shimberg Center's Rental Market Study 2019, 674,201 rental units were added to the housing stock in Florida from 2000- 2017. Housing units with a rental cost of$1,000 or more grew by 718,166,while units with rental costs of $1,000 or decreased by 43,956 units. In addition, cost burdened households have also increased. According to the Palm Beach County Housing Needs Assessment, rental units that rent for less than$1,250 are being lost each year, while rental units that rent for more than $1,250 are being added. Does the availability of housing units meet the needs of the population? The Palm Beach County Affordable Housing Needs Assessment states: • Palm Beach County has an existing affordable housing demand supply gap of 33,334 moderately priced (80-120 percent MHI) owner units and 44,200 lower income priced (< 80 percent MHI) renter units • Palm Beach County's Workforce Housing Program has produced 485 workforce housing units for rent and 92 units for sale • Average annual loss of 17,167 affordable housing units since 2014 due to market appreciation • Average annual supply gap of 2,732 housing units during the last 10 years as housing construction activity has not kept pace with the County's population growth Describe the need for specific types of housing: According to the 2016-2020 ACS, the vacancy rate for homeowners in Boynton Beach is only 2.0%, demonstrating that 98%of the homeowner units are occupied. The vacancy rate for renters is 8.2%, and 91.8% units are occupied. The average household size for owner occupied units is 2.46 persons, and the average household size of rental units is 2.68 persons. Of all occupied housing units, 96.9% have 1.00 or Consolidated Plan BOYNTON BEACH 70 OMB Control No:2506-0117(exp.09/30/2021) Page 115 of 1598 less occupants per room. Therefore,there is the greatest need for housing that has at least 2-3 bedrooms for owners and renters. Discussion As the population continues to increase,the City of Boynton Beach will need to expand the housing stock of affordable and available units to households of various income ranges. According to research by Apartment List, a housing analysis firm, Florida leads the nation in rental unaffordability with almost 57% of all renters considered cost burdened. More than a third of households in the State of Florida are renters.The situation is even worse for low-income Floridians, with 79%of them spending more than half their earnings to keep a roof over their heads, according to the National Low Income Housing Coalition. A study by the Shimberg Center for Housing Studies at the University of Florida shows the gap between salaries and housing costs is widening. According to the Shimberg Center, two-thirds of new households are renter households, which caused the homeownership rate to decrease in 2019 to 58% from 64% in 2000,further emphasizing the increasing demand for rental units.The Shimberg Center continues to state that there are only 23 affordable and available rental units for every 100 extremely low-income (<30% AMI) renter households. Consolidated Plan BOYNTON BEACH 71 OMB Control No:2506-0117(exp.09/30/2021) Page 116 of 1598 MA-15 Housing Market Analysis: Cost of Housing- 91.210(a) Introduction According to the American Community Survey(ACS) data provided in the table below, between 2009 and 2017 in Boynton Beach,the median value of homes decreased by 23%and median contract rent increased by 22%. Since 2015, however, the 2021 ACS data shows that median sales price has increased by an additional 39.4%to $229,100 and median contract rent has increased by an additional 24.6%to$1,551. Cost of Housing Base Year: 2009 Most Recent Year: % Change 2017 Median Home Value 214,100 164,300 (23%) Median Contract Rent 1,022 1,245 22% Table 29—Cost of Housing Data Source: 2000 Census (Base Year), 2013-2017 ACS (Most Recent Year) Rent Paid Number Less than $500 543 4.7% $500-999 2,650 22.9% $1,000-1,499 4,975 43.0% $1,500-1,999 2,620 22.6% $2,000 or more 785 6.8% Total 11,573 100.0% Table 30 - Rent Paid Data Source: 2013-2017 ACS Housing Affordability Units affordable to Renter Owner Households earning 30% HAMFI 55 No Data 50% HAMFI 495 2,090 80% HAMFI 3,955 5,505 100% HAMFI No Data 7,910 Total 4,505 15,505 Table 31— Housing Affordability Data 2013-2017 CHAS Source: Consolidated Plan BOYNTON BEACH 72 OMB Control No:2506-0117(exp.09/30/2021) Page 117 of 1598 Monthly Rent Monthly Rent ($) Efficiency (no 1 Bedroom 2 Bedroom 3 Bedroom 4 Bedroom bedroom) Fair Market Rent $ 1,050 $ 1,280 $ 1,580 $ 2,120 $ 2,580 High HOME Rent Low HOME Rent Table 32— Monthly Rent Data Source: HUD FMR and HOME Rents Is there sufficient housing for households at all income levels? Based on CHAS data,there is a shortage of units affordable to lower income renter and owner households within the jurisdiction, particularly for households with incomes at or below 50% AMI. CHAS data in the housing affordability table indicates that only 1.2% of renter units are affordable to 30% or below AMI households; 11%of units are affordable to 50%AMI households; and 87% of units are affordable to 80% AMI. For owner units, there is an insufficient supply of affordable housing units for households at 50% AMI and below, with only 13.5% of units affordable; 35.5% are affordable to households with 80% AMI and 51%affordable to households with 100%AMI. How is affordability of housing likely to change considering changes to home values and/or rents? The 2013-2017 ACS data shows that the largest group of renters(43%)of renters pay rent between$1,000 and $1,499. As the median gross rent for Boynton Beach continues to rise ($1,551 per 2021 ACS), a very large group of renters will be unable to afford rental units. Housing prices—in both the rental and ownership markets—are rising faster than incomes, widening the affordability gap. If trends continue, affordability will continue to decline, particularly for wage and service workers whose incomes remain flat. How do HOME rents/ Fair Market Rent compare to Area Median Rent? How might this impact your strategy to produce or preserve affordable housing? This is not applicable. Discussion As housing costs continue to increase beyond the pace of household incomes,the number of households who are cost burdened and financially limited regarding their housing choices will continue increase. Despite the 29.4% of households paying $1,500 and above in contract rent, this population does not represent the majority of residents who require less expensive rental units. Homebuyer assistance and housing subsidies remain limited,creating barriers for housing choice among a substantial majority of City residents who cannot achieve homeownership and rely on the supply of housing affordable to their income. Consolidated Plan BOYNTON BEACH 73 OMB Control No:2506-0117(exp.09/30/2021) Page 118 of 1598 MA-20 Housing Market Analysis: Condition of Housing—91.210(a) Introduction This section summarizes condition indicators that are available from the U.S. Census and from HUD. According to the 2016-2020 American Community Survey (ACS), Boynton Beach's housing inventory consists of an estimated 37,498 housing units. The majority of the units (57.8%) were built after 1980. According to the ACS,81%of the units were occupied,while 19%units were vacant.The ACS data indicates that of the housing conditions considered by HUD as components of substandard housing (lack of complete kitchen or plumbing facilities; overcrowding at 1.01 or more persons per room; and housing cost burden at more than 30% of income toward housing), the incidence of units with one or more conditions is higher for rental units (62%)than for owner-occupied units (29%). Definitions Housing with no conditions: • Standard Condition -A dwelling unit that meets HUD Section 8 Housing Quality Standards (HQS) (24 CFR 982.401) and all applicable state and local building codes and ordinances, with no major defects in the structure and only minor maintenance is required. Such a dwelling will have the following characteristics: reliable roofs,sound foundations,adequate and stable floors,walls,and ceilings, surfaces and woodwork that are not seriously damaged nor have paint deterioration, sound windows and doors, adequate heating, plumbing and electrical systems, adequate insulation and adequate water and sewer systems and are not overcrowded as defined by local code. Housing problems are defined as: • Substandard housing— households without hot and cold piped water, a flush toilet, a bathtub or shower; or with kitchen facilities that lack a sink with piped water, a stove or range, or a refrigerator. • Severely Overcrowded — households housing more than 1.51. persons per room excluding bathrooms, porches, foyers, halls, or half-rooms. • Overcrowded—households housing 1.01 to 1.5 persons per room excluding bathrooms, porches, foyers, halls, or half-rooms. • Severe Cost Burden (>50%)—the fraction of the household's total gross income spent on housing costs exceeds 50%. For renters, housing costs include rent plus utilities. For owners, housing costs include mortgage payment, taxes, insurance, and utilities. • Cost Burden(>30-50%)—the fraction of the household's total gross income spent on housing costs exceeds 30% but is less than 50%. For renters, housing costs include rent plus utilities. For owners, housing costs include mortgage payment, taxes, insurance, and utilities. • Substandard but suitable for rehabilitation — Housing units that have one or more of the previously indicated housing conditions but have no critical structural and/or environmental defects and are financially feasible to rehabilitate. Consolidated Plan BOYNTON BEACH 74 OMB Control No:2506-0117(exp.09/30/2021) Page 119 of 1598 Condition of Units Condition of Units Owner-Occupied Renter-Occupied Number % Number With one selected Condition 5,010 28% 6,470 56% With two selected Conditions 170 1% 670 6% With three selected Conditions 0 0% 20 0% With four selected Conditions 0 0% 0 0% No selected Conditions 12,470 71% 4,415 38% Totol 17,650 100% 11,575 100% Table 33-Condition of Units Data 2013-2017 ACS Source: Year Unit Built Year Unit Built Owner-Occupied Renter-Occupied Number % Number 2000 or later 1,995 11% 3,680 32% 1980-1999 6,785 38% 4,380 38% 1950-1979 8,535 48% 3,370 29% Before 1950 345 2% 140 1 Totol 17,660 99% 11,570 100% Table 34—Year Unit Built Data 2013-2017 CHAS Source: Risk of Lead-Based Paint Hazard Risk of Lead-Based Paint Hazard Owner-Occupied Renter-Occupied Number % Number Total Number of Units Built Before 1980 8,880 50% 3,510 30% Housing Units build before 1980 with children present 2,360 13% 1,105 10% Table 35—Risk of Lead-Based Paint Data 2013-2017 ACS (Total Units) 2013-2017 CHAS(Units with Children present) Source: Consolidated Plan BOYNTON BEACH 75 OMB Control No:2506-0117(exp.09/30/2021) Page 120 of 1598 Vacant Units Suitable for Not Suitable for Total Rehabilitation Rehabilitation Vacant Units Abandoned Vacant Units REO Properties Abandoned REO Properties Table 36-Vacant Units Need for Owner and Rental Rehabilitation Per the 2013-2017 ACS data provided by HUD, 29% of owner-occupied housing units (5,180) and 62% of renter occupied housing units(7,160) have one or more of the conditions to consider the property to have a housing problem, such as substandard housing, overcrowding or cost burden. The data suggests that the need for rehabilitation is twice as great for renter-occupied units and owner-occupied units. The majority of renter-occupied units may need some form of rehabilitation to correct the kitchen, plumbing, or other similar conditions According to HomeFacts, a website that aggregates real estate and neighborhood data, Palm Beach County is in a very high-risk hurricane zone. Nearly 100 hurricanes have been recorded in Palm Beach County since 1930. Older structures may also be at greater risk of sustaining damage caused by tropical storms and hurricanes, due to the fact that the Florida Building Code (FBC) did not go into effect until 2002. Only 11% (1,995) of owner-occupied housing units and 32% (3,680) of rent-occupied housing units were built in 2000 or later. Estimated Number of Housing Units Occupied by Low- or Moderate-Income Families with LBP Hazards According to HUD's Guidelines for the Evaluation and Control of Lead-Based Paint Hazards in Housing (2012 Edition), the likelihood of lead-based paint being present in a residential dwelling is closely associated with the age of the structure. Per HUD,approximately 11%of housing units built between 1960 and 1977 in the U.S. are estimated to have "significant lead-based paint hazards, as compared to 39%for units built between 1940 and 1959 and 67%for units prior to 1940". According to the 2013-2017 CHAS data, 50% of owner-occupied units within Boynton Beach (8,880) and 30% of renter-occupied units (3,510) were built prior to 1980, raising the possibility of a unit at risk for lead-based paint hazards. The need for rehabilitation related to potential lead-based remediation is greater for owner-occupied units than renter-occupied units.Young children remain at risk for Lead-based paint (LBP) poisoning, and lead-based paint and lead-contaminated dust in older buildings are common sources of lead poisoning in children per research by the Mayo Clinic. Among owner-households, 13% (2,360 units) were built before 1980 and include children under the age of 18. For renter-occupied households, 10% (1,105 units)were built before 1980 and include children under the age of 18. Consolidated Plan BOYNTON BEACH 76 OMB Control No:2506-0117(exp.09/30/2021) Page 121 of 1598 Discussion One-half of the owner-occupied housing stock in the jurisdiction was developed pre-1980,and older units may benefit from rehabilitation and mitigation activities, ensuring the housing stock is maintained in a decent and safe manner. Although newer,the renter-occupied housing stock has a higher rate of housing problems (62% with one or more condition). Dedicating funding sources to support these activities for both owner-occupied and renter-occupied properties helps preserve the housing stock for low- and moderate-income households. Consolidated Plan BOYNTON BEACH 77 OMB Control No:2506-0117(exp.09/30/2021) Page 122 of 1598 MA-25 Public and Assisted Housing—91.210(b) Introduction The City of Boynton Beach is served by the Palm Beach County Housing Authority (PBCHA). PBCHA owns and manages four public housing communities in West Palm Beach and Lantana, as well as forty-three single family homes throughout Boynton Beach. PBCHA does not have any waitlists open at this time.The table below presents the inventory of units and vouchers available provided by the housing authority for low-income public housing for individuals and families. Totals Number of Units Program Type Certificate Mod- Public Vouchers Rehab Housing Total Project Tenant Special Purpose Voucher -based -based Veterans Family Disabled Affairs Unification Supportive Program Housing #of units vouchers available 0 0 495 2,595 78 2,517 0 2,579 0 #of accessible units *includes Non-Elderly Disabled, Mainstream One-Year, Mainstream Five-year,and Nursing Home Transition Table 37—Total Number of Units by Program Type Data PIC(PIH Information Center) Source: Describe the supply of public housing developments: There was no information available on the supply of public housing developments for Boynton Beach. Describe the number and physical condition of public housing units in the jurisdiction, including those that are participating in an approved Public Housing Agency Plan: The HUD Multifamily inspection report shows that Compton Place at Renaissance Commons in Boynton Beach was inspected on March 18, 2020 and received a REAC score of 91 (out of 100). Consolidated Plan BOYNTON BEACH 78 OMB Control No:2506-0117(exp.09/30/2021) Page 123 of 1598 Public Housing Condition Public Housing Development Average Inspection Score Table 38 - Public Housing Condition Describe the restoration and revitalization needs of public housing units in the jurisdiction: According to the Palm Beach County FY2020-2024 Consolidated Plan, PBCHA actively pursues grants and other funding opportunities to expand housing stock within its jurisdiction. The housing authority's properties sustained approximately$1.84 million in damages from Hurricane Irma in 2017 and continues to utilize available funds and identify available resources to repair its portfolio to pre-hurricane status. The authority continues to maintain and keep dwelling units and common areas in public housing sites well maintained.The urgent need for additional Senior/Disabled ADA compliant housing remains and the housing authority continues to pursue adding six new ADA compliant units at Schall Landings site in nearby West Palm Beach. Describe the public housing agency's strategy for improving the living environment of low- and moderate-income families residing in public housing: The PBCHA strategy for improving the living environment of their residents focuses on ensuring a safe living environment and reducing the crime rate. Partnering with the Palm Beach County Sheriff's Office (PBSO) increases the ability to achieve this goal.Additionally, income mixing of lower income families into higher income developments in public housing can deconcentrate poverty and help to improve the living environment. According to the Palm Beach County FY2020-2024 Consolidated Plan, PBCHA continues to work to improve housing conditions by leveraging public and private resources to create additional housing opportunities and providing more choices for its residents; renovate and modernize housing units that have become obsolete; provide aftercare for school age children. Daycare facilities, reading programs, and self-sufficiency programs have also been implemented to help improve the living environment for families residing in public housing. Discussion: Please see information above. Consolidated Plan BOYNTON BEACH 79 OMB Control No:2506-0117(exp.09/30/2021) Page 124 of 1598 MA-30 Homeless Facilities and Services—91.210(c) Introduction There are very few facilities serving the homeless within the city. Referrals are coordinated and channeled through the Senator Phillip D. Lewis Homeless Resource Center (HRC), which serves as the centralized point of entry for families and individuals experiencing homelessness in Boynton Beach and the surrounding areas within Palm Beach County. Adopt-A-Family operates the Family Division of HRC, navigating over 500 families with children annually towards shelter and assistance through programs such as Program REACH, Project SAFE Self-Sufficiency, Empowerment and Educational programs. Referrals are available 24 hours a day, 365 days per year to the Lewis Center where a team of service providers, each offering a distinct service to meet the unique needs of each client.The information below is drawn from the Palm Beach County 2020—2024 Consolidated Plan and reflects the county as a whole. Several agencies provide a variety of services to support the complex needs of the homeless population in Palm Beach County. These needs not only include shelter for varying lengths of time, but also include basic needs such as food, clothing, and transportation. Many agencies provide supportive services, such as case management, medical screening, and counseling for financial, legal, substance abuse, employment, and life skills, among others. The complexity makes it difficult to provide a brief inventory of all housing facilities and services. In completing the homeless inventory below, the terms emergency shelter, transitional housing, and permanent supportive housing are defined as the following: Emergency Shelter: "Any facility with overnight sleeping accommodations,the primary purpose of which is to provide temporary shelter for the homeless in general or for specific populations of the homelessness." (24 CFR 91.5) Transitional Housing: "A project that is designed to provide housing and appropriate supportive services to homeless persons to facilitate movement to independent living within 24 months, or a longer period approved by HUD". (24 CFR 91.5) Permanent Supportive Housing: This term is not defined by the regulations. Palm Beach County Homeless and Housing Alliance (CoC) defines it as long-term housing with supportive services for people who are not able to live independently. The following inventory identifies 415 emergency shelter beds, 127 transitional shelter beds, and 1,009 permanent supportive housing beds. Note that "chronically homeless households", "veterans", and "unaccompanied youth" are subpopulations and the beds for which are a duplicate count of the beds reported in another category. Consolidated Plan BOYNTON BEACH 80 OMB Control No:2506-0117(exp.09/30/2021) Page 125 of 1598 Facilities and Housing Targeted to Homeless Households Emergency Shelter Beds Transitional Permanent Supportive Housing Housing Beds Beds Year - Voucher/ Current & Current & Under Round Seasonal / New New Development Beds Overflow (Current& Beds New) Households with 269 4 32 341 0 Adult(s) and Child(ren) Households with 134 4 95 668 0 Only Adults Chronically 0 0 0 546 0 Homeless Households Veterans 23 0 20 431 0 Unaccompanied 53 0 38 60 0 Youth Table 39 - Facilities and Housing Targeted to Homeless Households Consolidated Plan BOYNTON BEACH 81 OMB Control No:2506-0117(exp.09/30/2021) Page 126 of 1598 Describe mainstream services, such as health, mental health, and employment services to the extent those services are used to complement services targeted to homeless persons Palm Beach County coordinates with various community partners who provide health, mental health,and employment services to ensure these services are offered to the County's homeless population. The County's Homeless Outreach Team (HOT Team), which spearheads the County's homeless outreach program, conducts initial screenings, and makes appropriate referrals in the field for services. Many of these requests are for health and/or mental health services. Most of these referrals are to the County's Health Department, Found Care, South County Mental Health Center, Legacy Behavioral Health, and the Southeast Florida Behavioral Health Network. The Senator Philip D. Lewis Center (the County's Homeless Resource Center) also conducts assessments and makes referrals for health and mental health services to the organizations named above. These entities provide health care and mental health services to the County's general population, including the low income and homeless population. Health services include but not limited to health screenings, routine preventive care, diagnostic services, and limited dental services. Mental health services provided include assessments, counseling, and individual treatment plans. These mental health services facilitate client's (both homeless and non-homeless) recovery and their reintegration back into the community. The County collaborates with The Lord's Place and Gulfstream Goodwill to provide employment training for all segments of the County's population, including the low income and homeless population. These agencies' employment services offer diverse programming (apprenticeships, training, education classes, and job coaching services) that assist clients to develop vocational and educational goals leading to employment and self-sufficiency. CareerSource of Palm Beach County also assist job seekers (both homeless and non-homeless) to achieve career success. CareerSource operates three (3) full-service career centers within Palm Beach County that provide career-counseling, use of computers, phones and fax machines for job searches, training opportunities and job placement. List and describe services and facilities that meet the needs of homeless persons, particularly chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth. If the services and facilities are listed on screen SP-40 Institutional Delivery Structure or screen MA-35 Special Needs Facilities and Services, describe how these facilities and services specifically address the needs of these populations. Facility Type: Emergency Shelter Facility(451 Beds) Description: Any facility with overnight sleeping accommodations, the primary purpose of which is to provide temporary shelter for up to 90 days. Population Served: Homeless singles, families,veterans, veterans with families, unaccompanied youth Facility Type:Transitional Housing Facility(127 Beds) Description:A project that is designed to provide housing and appropriate supportive services to homeless persons to facilitate movement to independent living within 24 months. Population Served: Homeless singles, families,veterans, veterans with families, unaccompanied youth Facility Type: Permanent Supportive Housing (1,009 Beds) Consolidated Plan BOYNTON BEACH 82 OMB Control No:2506-0117(exp.09/30/2021) Page 127 of 1598 Description:A project that is designed to provide permanent housing and appropriate supportive services to persons who are unable to live independently. Population Served: Homeless singles, families,veterans, veterans with families, unaccompanied youth, chronically homeless individuals and families Facility Service: Homeless Prevention Description: Rent/utility/mortgage assistance necessary to keep the "at risk of homelessness" population housed Population Served: Singles,families,veterans, veterans with families who meet the HUD's definition of "at risk of homelessness" Facility Service: Rapid Re-Housing Description: Rental/utility assistance necessary to move the homeless as quickly as possible into permanent housing to achieve housing stability. Population Served: Homeless singles, families,veterans, veterans with families, unaccompanied youth Facility Service: Outreach Services Description: Services include in field assessments and referrals to the County's Homeless Resource Center, mental health facilities, substance abuse centers, and medical facilities Population Served: Homeless singles, families,veterans, veterans with families, unaccompanied youth, chronically homeless individuals, and families Facility Service: Supportive Services Description: Supportive services that are offered by many of the County's partners included but not limited to case management, life skills, substance abuse treatment, mental health services, education, financial counseling, AIDS/HIV related treatment and counseling, employment assistance, childcare, and transportation. Population Served: Homeless singles, families,veterans, veterans with families, unaccompanied youth, chronically homeless individuals, and families Consolidated Plan BOYNTON BEACH 83 OMB Control No:2506-0117(exp.09/30/2021) Page 128 of 1598 MA-35 Special Needs Facilities and Services—91.210(d) Introduction Special needs populations are inclusive of the elderly, frail elderly, persons with disabilities to include mental, physical, and developmental, persons with alcohol and drug additions, and persons with HIV/AIDS. The City of Boynton Beach is unable to assess the number of persons that require supportive housing other than at the County level but reaffirms its longstanding commitment to support agencies who address those needs of these persons whenever possible. Within the County, special needs facilities and services are made available through local public and private (typically non-profit) programs. Including the elderly, frail elderly, persons with disabilities (mental, physical, developmental), persons with alcohol or other drug addictions, persons with HIV/AIDS and their families, public housing residents and any other categories the jurisdiction may specify, and describe their supportive housing needs Persons with special needs have a need for more affordable housing resources as indicated by those agencies committed to serving them. There continues to be a need for group homes and housing choice vouchers for rental assistance for those persons who can still obtain employment and live independently. Per information obtained from Palm Beach County, the non-homeless special needs populations experience many of the very same supportive housing needs as homeless populations. These needs are typically the result of the individuals being on a fixed income, having no or a bad credit history, health issues, a lack of job opportunities, a lack of affordable health care, and substance abuse or mental health disorders. The supportive housing needs of these groups include affordable housing, rental subsidies, financial management counseling, relocation assistance, education and employment services, access to legal services, and affordable quality childcare. Supportive housing needs of the elderly and persons with disabilities are provided by adult day care centers, group homes, assisted living centers, nursing homes if a higher level of care is required, transportation, and in-home support(personal care attendant, homemakers, home health aides). Victims/survivors of domestic violence seeking help require emergency shelter, transitional to long-term housing, and services for regaining independence. The HOPWA program and the Ryan White program, administered by the City of West Palm Beach and Palm Beach County, provide services to persons with AIDS/HIV and to their families.The HOPWA program funds are used to fund non-profit agencies that provide housing services to homeless/or persons afflicted with AIDS/HIV who are at-risk of becoming homeless. Services provided by the program include tenant- based rental assistance, short-term rent, mortgage and utility assistance, facility/project based housing, and supportive services.The Ryan White program,among other things, primarily assists AIDS/HIV infected persons who are at risk of becoming homeless. Youths aging out of foster care who opt to stay in extended foster care are provided with housing and a stipend by Child Net in Palm Beach County. Currently, some 75 to 90 foster children in Palm Beach County age out of foster care each year.Their most immediate needs are transitional housing,affordable housing, relocation assistance, financial counseling, education, employment and life skill training, affordable healthcare, substance abuse education. Consolidated Plan BOYNTON BEACH 84 OMB Control No:2506-0117(exp.09/30/2021) Page 129 of 1598 Veterans and ex-offenders most immediate needs are affordable housing(tenant-based rental assistance, short-term rent, mortgage and utility assistance, facility/project-based housing); accommodation in emergency and transitional facilities, where appropriate; residential and community case management; peer support group interactions;family unification; education and employment services,substance abuse education; and financial counseling. Describe programs for ensuring that persons returning from mental and physical health institutions receive appropriate supportive housing To oversee individuals returning from civil or forensic psychiatric hospitals, the Southeast Florida Behavioral Network provides coordination and services whereby patients are followed from beginning to end of their hospitalization and actively participates in the client's discharge planning. Additionally, Legacy Behavioral Health provides services to patients throughout Palm Beach County. Services include individual intensive case management; supported employment; vocational rehabilitation; on-the-job training; supported and supervised housing; substance abuse services; and residential treatment and care. Specify the activities that the jurisdiction plans to undertake during the next year to address the housing and supportive services needs identified in accordance with 91.215(e)with respect to persons who are not homeless but have other special needs. Link to one-year goals. 91.315(e) The City of Boynton Beach continues to support non-profits organizations in the city who provides services to this underserved group. The City is also a strong supporter of the Homeless Housing Alliance of Palm Beach County. For entitlement/consortia grantees: Specify the activities that the jurisdiction plans to undertake during the next year to address the housing and supportive services needs identified in accordance with 91.215(e) with respect to persons who are not homeless but have other special needs. Link to one-year goals. (91.220(2)) The City will: • Provide SHIP funding for homeownership assistance for persons who are not homeless, but have other special needs. • Rehabilitate home(s)for persons with special needs. • Provide public service funding for Pathways to Prosperity Self-sufficiency educational programs to low income residents. • Provide public service funding for Alzheimer's Community Care, Inc. to provide services to low income residents suffering with Alzheimer's Disease. Consolidated Plan BOYNTON BEACH 85 OMB Control No:2506-0117(exp.09/30/2021) Page 130 of 1598 MA-40 Barriers to Affordable Housing—91.210(e) Negative Effects of Public Policies on Affordable Housing and Residential Investment The City of Boynton Beach last amended its Housing Element in 2008.The overarching goal of the Housing Element is "To provide decent, safe, and sanitary housing in suitable neighborhood environments at a range of costs and variety of types necessary to meet the needs of present and future residents of the City".This goal is very broad and falls within the norms for almost all municipalities. Additional goals which more specifically prioritize affordable housing should be developed to increase its success. The City's Zoning Code defines a family as "One (1) or more persons occupying a single dwelling unit and using common cooking facilities. Families who provide care in their own home as duly state-licensed foster family homes, in which dependent children have been duly placed by the State of Florida, and which include not more than five (5) children (both natural and foster) in the household, are expressly included within this term."This definition is in line with the definition provided by the Department of Housing and Urban Development. In addition, the housing policy established by the Future Land Use Element of the Comprehensive Plan states that the City "shall provide a mix of available residential densities to accommodate a variety of housing types sufficient to meet the needs of the present and projected population of the City, including the provision of adequate sites for housing very low-, low-and moderate- income households and for mobile and manufactured homes."While the definition of"family"and Future Land Use elements are adequate, there are still existing barriers to the development maintenance and improvement of affordable housing. The most significant barriers to developing affordable housing include the following: • The lack of adequate public policies that support the creation of affordable housing - The Housing Element of the City's Comprehensive Plan establishes goals, objectives, and policies aimed at providing adequate housing for the City's residents. However, the Housing Element of the City's Comprehensive Plan has not been updated since 2008. The goals, objectives, and policies of the Housing element should be updated to reflect the current conditions of the City. • Lack of resources for affordable housing and infrastructure in support of affordable especially renter housing:As grant sources, both Federal and State, are declining, resources for developing affordable housing are limited. Limited funding resources and the cost of retrofitting existing houses are barriers to the availability and accessibility of housing for persons with disabilities. • Business Tax Receipt: A business tax receipt is required for the long-term rental of a property. The City should ensure that the inspections required to obtain a Business Receipt cover an evaluation of the property that ensures the accommodations are safe to be inhabited. Roof Truss tests may be required as part of the inspection process for manufactured home long-term rentals. This will ensure that the property conforms to HUD regulations for manufactured homes. • Limited Housing Options: The Housing Element mentions housing options in supportive housing but does not talk specifically about the type of houses such as accessory dwelling units that can accommodate new housing units in existing neighborhoods, provide housing options for lower- income persons, and allow for efficient use of the city's existing housing stock and infrastructure. Consolidated Plan BOYNTON BEACH 86 OMB Control No:2506-0117(exp.09/30/2021) Page 131 of 1598 • Impact Fees: Impact fees also pose a barrier to affordable housing. Currently,the impact fees for residential units 800 square feet in size or smaller are $2,699.22. Coupled with today's construction costs, impact fees can disincentivize affordable housing projects. • Zoning Regulations: Regulations and land use controls may also create unintended effects of reducing the availability of affordable housing as they may significantly impact the location and type of housing and business investments and may increase the cost of development. The development review and code compliance processes also tend to fall within the regulatory processes. Code compliance is essential to eliminate slums and blight but if not combined with adequate community engagement, it may become disastrous as residents may not comply and seek legal remedy.The City's Code Compliance Department should ensure that it is dedicated to enforcement as well as adequate community engagement. • Group Homes: Group homes are allowed per the City's Zoning Code. There is no distance requirement established between each group home establishment. However, conditional use approval is required for group homes to be permitted in several zoning districts within the City. The additional approval requirement creates a barrier to affordable housing for residents requiring this type of housing. • Accessory Dwelling Units: Accessory Dwelling Units are not allowed per the zoning code for residential purposes in single-family zoning districts.They are only allowed as an accessory use to any lawful non-residential principal use within a non-residential building. In addition, the living area requirement is seven hundred fifty (750) square feet and limited to occupancy by the property owner or business operator.Accessory Dwelling Units should be allowed as an accessory to lawful residential principal uses. • Restrictive Affordability Periods: The City has increased its affordability period from 15 to 30 years for the CDBG and SHIP funded owner-occupied programs. This change has so far resulted in limited or no response to a notice of funding availability from owner-occupied LMI households. Neither program has affordability requirements and the City selected affordability requirements to preserve affordable housing. However, many of the homeowners of older housing stock in the City are likely to be elderly persons who may be reluctant to accept a lien and for such a long period.This could result in them not applying for needed funds. There are existing barriers to the development maintenance and improvement of affordable housing.The most significant barriers to developing affordable housing include the lack of adequate public policies that support the creation of affordable housing. The Housing Element of the City's Comprehensive Plan establishes goals, objectives, and policies aimed at providing adequate housing for the City's residents. However, the Housing Element of the City's Comprehensive Plan has not been updated since 2008. The goals, objectives, and policies of the Housing element should be updated to reflect the current conditions of the City. Furthermore, the housing policy established by the Future Land Use Element of the Comprehensive Plan states that the City shall provide a mix of available residential densities to accommodate a variety of housing types sufficient to meet the needs of the present and projected population of the City, including the provision of adequate sites for housing very low-, low- and moderate-income households and for mobile and manufactured homes." Consolidated Plan BOYNTON BEACH 87 OMB Control No:2506-0117(exp.09/30/2021) Page 132 of 1598 MA-45 Non-Housing Community Development Assets—91.215 (f) Introduction As one of South Florida's emerging local economies, the City of Boynton Beach has a diverse, innovative economy that aims to promote a healthy and vibrant community through locally based, regionally driven economic development. We are part of the Miami-Fort Lauderdale-West Palm Beach Metro Area with a market of over 6.5 million people within 100 miles. Our unemployment rate currently sits at 3.5%and has a median age of 42.8. The three main sectors of our economy are healthcare/social assistance, retail trade, and accommodation/food services. We have over 9,600 businesses currently operating within the city to date that have created over 21,000 jobs. We have a thriving and emerging micro-brewery sector with 4 successful breweries.There are currently five major developments taking place in the city: • 500 Ocean • Riverwalk Plaza • Ocean One • Villages East Ocean • Town Square Boynton Beach ranks as one of the top 10 cities in Florida for affordability based on property market value, with a total market value of$8,959,904,023. Economic Development Market Analysis Business Activity Business by Sector Number of Number Share of Share lobs less Workers of lobs Workers of lobs workers Agriculture, Mining, Oil & Gas Extraction 520 4 2 0 -2 Arts, Entertainment, Accommodations 5,420 5,261 18 17 0 Construction 1,713 2,242 6 7 2 Education and Health Care Services 6,075 7,615 7 4 -3 Finance, Insurance, and Real Estate 2,134 1,266 7 4 -3 Information 582 194 2 1 -1 Manufacturing 823 803 3 3 0 Other Services 1,348 1,019 4 3 -1 Professional, Scientific, Management Services 2,731 4,007 9 13 4 Public Administration 0 0 0 0 0 Consolidated Plan BOYNTON BEACH 88 OMB Control No:2506-0117(exp.09/30/2021) Page 133 of 1598 Business by Sector Number of Number Share of Share lobs less Workers of lobs Workers of lobs workers Retail Trade 4,431 5,435 14 18 3 Transportation and Warehousing 714 500 2 2 -1 Wholesale Trade 1,261 747 4 2 -2 Total 27,752 29,093 -- -- -- Table 40 - Business Activity Data 2016-2020 ACS Narrative Profile— Boynton Beach Source: Labor Force Total Population in the Civilian Labor Force 49,418 Civilian Employed Population 16 years and over 29,978 Unemployment Rate 3.8 Unemployment Rate for Ages 16-24 53.14 Unemployment Rate for Ages 25-65 9.51 Table 41 - Labor Force Data 2016-2020 ACS Narrative Summary Source: Occupations for the Civilian Employed Population 16 Years and over in Boynton Beach city, Florida in 2016-2020 Management, business,sciences, and arts occupations 13,747 34.1 Service occupations 10,045 24.9 Sales and office occupations 9,920 24.6 Natural resources,construction,and maintenance occupations 2,696 6.7 Production,transportation,and material moving occupations 3,868 9.6 Table 42—Occupations by Sector Consolidated Plan BOYNTON BEACH 89 OMB Control No:2506-0117(exp.09/30/2021) Page 134 of 1598 Data 2013-2017 ACS Source: Occupations by Sector Number of People Management, business and financial 7,160 Farming, fisheries and forestry occupations 1,675 Service 4,980 Sales and office 9,925 Construction, extraction, maintenance and repair 2,175 Production, transportation and material moving 1,420 Travel Time Travel Time Number Percentage < 30 Minutes 18,976 63.3% 30-59 Minutes 8,729 31.3% 60 or More Minutes 1,510 5.4% Total 28,700 100% Table 43 -Travel Time Data 2016-2020 ACS Narrative Summary Source: Education: Educational Attainment by Employment Status (Population 16 and Older) Educational Attainment In Labor Force Civilian Employed Unemployed Not in Labor Force Less than high school graduate 2,526 474 1,234 High school graduate (includes 6,175 1,127 2,065 equivalency) Some college or associate 9,424 1,231 1,714 degree Bachelor's degree or higher 7,661 502 924 Table 44 - Educational Attainment by Employment Status Data 2009- 2013 ACS Source: Consolidated Plan BOYNTON BEACH 90 OMB Control No:2506-0117(exp.09/30/2021) Page 135 of 1598 Educational Attainment by Age Age 18-24 yrs. 25-34 yrs. 35-44 yrs. 45-65 yrs. 65+yrs. Less than 9th grade 101 280 299 982 1,176 9th to 12th grade, no 1,124 629 675 1,369 1,346 diploma High school graduate, 1,906 2,037 1,746 4,182 3,377 GED, or alternative Some college, no 1,757 2,483 1,746 4,182 3,377 degree Associate degree 548 1,122 837 1,999 653 Bachelor's degree 360 1,748 1,891 2,765 2,191 Graduate or 39 809 800 1,074 1,453 professional degree Table 45 - Educational Attainment by Age Data Source: 2009-2013 ACS Educational Attainment— Median Earnings in the Past 12 Months Educational Attainment Median Earnings in the Past 12 Months Less than high school graduate 18,077 High school graduate (includes 26,016 equivalency) Some college or associate degree 33,345 Bachelor's degree 44,195 Graduate or professional degree 46,310 Table 46— Median Earnings in the Past 12 Months Data Source: 2013-2017 ACS Based on the Business Activity table above, what are the major employment sectors within your jurisdiction? • Education and Healthcare/Social Service — The city is home to one of the country's top 100 hospitals and features two magnet elementary schools among many excellent secondary schools, three universities, and two major career development colleges. • Retail Trade—Over 560 (16%) of the city's businesses are retailers with 11 million square feet of rentable building area available. Recent data on rental rates reflect an increase over the past ten years. Also, retail vacancy rates have declined over the recent past and remained stable during the pandemic. Consolidated Plan BOYNTON BEACH 91 OMB Control No:2506-0117(exp.09/30/2021) Page 136 of 1598 • Arts, Entertainment, Accommodations/Food Services — More than 230 restaurants operated within the city, and one-quarter of all businesses are restaurants. The city also has several large hotels providing job opportunities from entry-level to management. Describe the workforce and infrastructure needs of the business community: The City's workforce would significantly benefit from more high-end manufacturing jobs with livable wages. Recent success in attracting more high-tech businesses is addressing this need. Describe any major changes that may have an economic impact, such as planned local or regional public or private sector investments or initiatives that have affected or may affect job and business growth opportunities during the planning period. Describe any needs for workforce development, business support or infrastructure these changes may create. The city has hired an Economic Development Director who is focusing on wealth building in the community.There is the need for workforce development for workers who are changing careers and are needed for the new and recovering businesses post-pandemic. How do the skills and education of the current workforce correspond to employment opportunities in the jurisdiction? Boynton Beach has a broad range of job opportunities covering every business sector which corresponds well with the education levels of the current workforce. The city continues to offer job training and placement opportunities, particularly for both unskilled workers and upwardly mobile young professionals. The current labor participation rate for the city is 63.8%. According to a 2021 report prepared by Florida International University (FIU) on Racial and Social Equity — A Community Needs Assessment, the following recommendations are directly related to addressing both educational and economic disparities: Recommended Strategies: Create an effective education-to-workforce pipeline by analyzing job demand and worker supply trends, and raising awareness about future job prospects and training opportunities; disseminate information to students about skills in demand and job projections Recommended Strategies: Improve support to at-risk students-ensure that students receive information and opportunities to learn both in school and outside of school on career topics, including prospective fields of work; create partnerships between city,school and the private sector for mentorship, internships or apprenticeships; invite certification providers to offer accessible and affordable courses to students, creating foundational skills, including technology, but also soft skills, college readiness, financial literacy; afterschool programs; economic instability and parental involvement have significant impact on educational outcomes, therefore provide wraparound services to families. Describe any current workforce training initiatives, including those supported by Workforce Investment Boards, community colleges and other organizations. Describe how these efforts will support the jurisdiction's Consolidated Plan. Consolidated Plan BOYNTON BEACH 92 OMB Control No:2506-0117(exp.09/30/2021) Page 137 of 1598 Two local colleges, the International College of Health Sciences and the Florida Career College offer programs and training initiatives in support of those in the community seeking first-time or advancement job opportunities and include financial aid programs. The Urban League also offers a Workforce Development Program, as well as Career-Source of Palm Beach County. According to the same 2021 report prepared by Florida International University(FIU) on Racial and Social Equity—A Community Needs Assessment,the following recommendations were cited to address the need for additional training and workforce development challenges. Recommended Strategies: Targeted efforts to increase awareness of job and training options; direct resources and encourage providers to connect with economically disadvantaged individuals and consider providing additional services that improve access to training, e.g.,transportation, life coaching, and other wraparound services. Recommended Strategies: Encourage retailers to provide higher incomes, but also benefits and policies that provide stability to workers; conduct a business survey to understand challenges of employers in finding workforce and their needs for business support services; develop a targeted approach to attract and support businesses in high wage sectors; incubate and accelerate existing businesses with high- growth potential and high value-added in terms of revenues and worker earnings; Buy Local campaign; provide exposure to local businesses by creating a local directory. Recommended Strategies: Promotion of existing educational programs, encourage education providers to offer short-term certifications for in-demand jobs within the city (to avoid transportation challenges); monitor economic changes to pivot educational opportunities into sectors in-need of a larger "pipeline" and specific skills. Does your jurisdiction participate in a Comprehensive Economic Development Strategy (CEDS)? No. If so, what economic development initiatives are you undertaking that may be coordinated with the Consolidated Plan? If not, describe other local/regional plans or initiatives that impact economic growth. The City's Economic Development Department established small business and workforce development programs to meet the goals of the City's 2021 Community Needs Assessment.The City has issued a contract to prepare an Economic Development study which will guide the City's strategy. Discussion Consolidated Plan BOYNTON BEACH 93 OMB Control No:2506-0117(exp.09/30/2021) Page 138 of 1598 MA-50 Needs and Market Analysis Discussion Are there areas where households with multiple housing problems are concentrated? (include a definition of"concentration") HUD's Affirmatively Furthering Fair Housing Data and Mapping Tool (AFFH-T) describes four general housing problems as incomplete kitchen facilities; incomplete plumbing facilities; more than 1 person per room; and a cost burden greater than 30%. The four severe housing problems are the same except that the cost burden is greater than 50%. For purposes of this analysis, concentrated housing problems exist if at least one-third (33%) of households are experiencing housing problems. Of all Race/Ethnic groups reported in the AFFH-T, Black households experience the highest percentage of housing problems(63.2%) and the highest percentage of severe housing problems (41%). Are there any areas in the jurisdiction where racial or ethnic minorities or low-income families are concentrated? (include a definition of"concentration") The definition of a racially/ethnically concentrated area of poverty (R/ECAP) as developed by the HUD Office of Policy Development and Research (OPDR) requires R/ECAPs census tracts to have a minority population of 50% or more and an individual poverty rate of 40% or more (or an individual poverty rate that is at least 3 times that of the tract average for the metropolitan area, whichever is lower). Analyzing the concentration of minorities in high poverty areas assists in the review of access to housing. The AFFH- T shows no R/ECAPs in the City of Boynton Beach. What are the characteristics of the market in these areas/neighborhoods? According to the AFFH-T,the City of Boynton Beach has a population of 68,217. The racial/ethnic makeup of the community is approximately 54%White, 29% Black/Non-Hispanic, 13% Hispanic, 2%Asian or Pacific Islander/Non-Hispanic, 0.2% Native American/Non-Hispanic, 1.5% 2 or more races/Non-Hispanic, and 0.2%Other/Non-Hispanic. The AFHH-T uses a variety of indexes to indicate opportunities available to the racial/ethnic groups in Boynton Beach. The Low Poverty Index captures poverty in a given area.The index is based on the poverty rate and is determined at the census tract level. Of all populations living below the Federal poverty line, the Black population also experiences the greatest exposure to poverty with an index score of 21.83. The School Proficiency Index uses school-level data on the performance of 4th grade students on state exams to describe which neighborhoods have high-performing elementary schools nearby and which are near lower performing elementary schools. Of all populations living below the Federal poverty line, the Black population also experiences the lowest school system quality with an index score of 32.95. The Labor Market Engagement Index provides a summary description of the relative intensity of labor market engagement and human capital in a neighborhood. Of all populations living below the Federal poverty line, the Black population also experiences the lowest index score of 24.91. Are there any community assets in these areas/neighborhoods? The Boynton Beach Community Redevelopment Agency (BBCRA) serves the community by guiding redevelopment activities such as affordable housing, free business promotional events, and small Consolidated Plan BOYNTON BEACH 94 OMB Control No:2506-0117(exp.09/30/2021) Page 139 of 1598 business funding programs to create a vibrant downtown core and revitalized neighborhoods within the Agency's 1,650 acres located along the eastern edge of the City of Boynton Beach. Are there other strategic opportunities in any of these areas? The City of Boynton Beach Strategic Plan FY 2020-2021 states that the City began planning for the following strategic initiatives: • Cultivate consciousness and develop a framework to address racial and social equity in the delivery of City services for the benefit of all communities within the City. • Strengthen resource access to the City's underserved populations by maintaining a database of links that connect residents with resources, supporting relationships, and partnerships. • Build an equitable economy that will grow family-wage careers, advance opportunities for prosperity, collaborate with partners for an equitable city, and create vibrant neighborhoods and communities. • Create responsive, accountable, and cost-effective government programs and services that lead to Performance Excellence. Consolidated Plan BOYNTON BEACH 95 OMB Control No:2506-0117(exp.09/30/2021) Page 140 of 1598 MA-60 Broadband Needs of Housing occupied by Low- and Moderate-Income Households- 91.210(a)(4), 91.310(a)(2) Describe the need for broadband wiring and connections for households, including low- and moderate-income households and neighborhoods. Per the Federal Communication Commission [FCC] website (fcc.gov) broadband service is accessible to all households throughout Boynton Beach. According to the 2014-2019 American Community Survey, (ACS), 83.1%of households in Palm Beach County had a broadband subscription with an internet provider. There are five broadband providers in the city of Boynton Beach with plans providing at least >_ 25/3 Mbps download/upload speed. According to a 2013 White House report on broadband, there are major disparities in broadband affordability. Per the report,93%of families making more than$100,000 have broadband access at home compared with only 43%of families making under$25,000. Therefore,the need in Boynton Beach is not the availability of service, but the affordability of service to low-and moderate-income households. Palm Beach County does provide broadband service to public institutions such as libraries and schools at lower prices than private providers. Residents can access information and services at these facilities free of charge.The FCC also updated their Lifeline Program in 2016 to include fixed broadband internet service to reduce the cost burden to low-income households. Through this program, the FCC works with an interested broadband provider to provide service at a discounted rate, designating the Eligible Telecommunications Carrier (ETC) as a Lifeline Broadband Provider (LBP), and allowing the provider to provide a discount to eligible households. Describe the need for increased competition by having more than one broadband Internet service provider serve the jurisdiction. As stated above, there are five broadband providers in the city of Boynton Beach with plans providing at least >_ 25/3 Mbps download/upload speed. It is doubtful that additional competition would have a significant impact on service affordability. Consolidated Plan BOYNTON BEACH 96 OMB Control No:2506-0117(exp.09/30/2021) Page 141 of 1598 MA-65 Hazard Mitigation - 91.210(a)(5), 91.310(a)(3) Describe the jurisdiction's increased natural hazard risks associated with climate change. Climate change is the defining challenge for the 21st century.The burning of fossil fuels and the emission of greenhouse gases (GHG) has contributed to a steady rise in carbon dioxide levels in the atmosphere that have the potential to result in changes to the global climate, including long-term temperature increases, melting of glaciers,decrease in polar ice pack,changes in weather patterns resulting in droughts and flooding, and sea level rise. Sea level rise would have a direct impact on the City of Boynton Beach's (City)water supply,the ability of stormwater drainage infrastructure to function properly and the livability of real estate along the ocean and Intracoastal Waterway. The projected long-term effects of climate change would directly affect the City's operations in the absence of a strategic plan that actively moves the city forward using a sustainable approach.These many factors embodied the basis for the City's creation of a Climate Action Plan (CAP) in 2010 that seeks to reduce the City's greenhouse gas (GHG) emissions as a first step towards a sustainable future. Further, according to the Palm Beach County 2020— 2024 Consolidated Plan, the County (including the City of Boynton Beach) faces multiple impacts ranging from extreme heat and drought to sea level rise, flooding, extreme storms, and saltwater intrusion. Based on scientific studies, by midcentury we can expect an average of 72 days per year with a heat index above 105 degrees Fahrenheit.This is compared to an average of four days per year with a heat index above 105 degrees Fahrenheit between 1971 and 2000. In addition to rising temperatures, according to regional projections we can expect mean sea levels to rise between 21 and 54 inches above the 2000 mean sea level by 2070, which will result in more frequent nuisance flooding and increased impacts from storm surge. With substantial diversity in income levels, education, physical health, mental health, and age, these changes only exacerbate existing challenges. Boynton Beach's low- and moderate-income residents will be affected disproportionately, due to their inability to afford remediation efforts on their properties and their inability to relocate from potentially impacted areas. Describe the vulnerability to these risks of housing occupied by low- and moderate-income households based on an analysis of data, findings, and methods. The physical impacts of a changing climate are matched and compounded by social challenges and economic consequences such as rising energy costs associated with conveying water,transportation, and health care. Low-income and vulnerable citizens, such as our elderly community, face disproportionate impacts of climate change including having fewer resources to respond to these changes. Palm Beach County, which Boynton Beach is situated within, participated in a joint sea level rise vulnerability assessment in 2012 with Broward, Miami-Dade,and Monroe County of the Southeast Florida Climate Change Compact. The assessment looked at the region's vulnerability to 1, 2, and 3 feet of sea level rise and used geographic information systems (GIS) layers that were created using a modified Consolidated Plan BOYNTON BEACH 97 OMB Control No:2506-0117(exp.09/30/2021) Page 142 of 1598 bathtub approach. The 2012 assessment was based on land elevation only and did not consider flooding related to rain events or that may be caused by storm surge/flood events. The following map illustrates the areas affected by sea level rise. Based on a review of the data, it appears that low and moderate- income areas within the Urban County Program jurisdiction that lie east of U.S. 1 would be impacted. These areas are found in the municipalities of Lake Park, Riviera Beach, Lake Worth Beach,and Lantana, as well as the eastern areas of Boynton Beach. In 2021, Palm Beach County completed a comprehensive joint climate-change vulnerability assessment with Boynton Beach and six other municipalities located in the southeast section of the county that also included small areas of unincorporated Palm Beach County. This study examined the socioeconomic impacts of various climate threats in these areas. The most vulnerable areas identified during the study include 33,900 households with members 65 or older, and 18,400 households with members< 18. The study identified a number of specific threat areas,the most urgent of which are detailed below: 1. Rainfall Induced Flooding presents the greatest exposure and highest levels of vulnerability and risk of all flooding threats assessed in this regional study. Specifically: • NW areas show a co-occurrence of rainfall-induced flooding and high social vulnerability • Most W and SW properties are within the 25 to 100-yr inundation extents, many are pre-FIRM or outside regulatory extent • Along the coast, rainfall induced flooding is compounded by tidal flooding and storm surge • Roadways and sidewalks are especially vulnerable in the west and southwest areas 2. Sustained High Winds are typically associated with tropical storms and can destroy infrastructure and assets. The study looked at property-level assessments based on use type and wind-related building design regulations. • Health/Medical & Energy/Communications assets show highest percentages of vulnerability • Unincorporated County areas have relatively low residential vulnerability compared to other jurisdictions in the region • Several areas with high residential building vulnerability co-occur with areas of high social vulnerability • 18 of the 22 most vulnerable residential areas are also among the most socially vulnerable 3. Extreme Heat Events are periods of excessively hot and/or humid weather that can last multiple days. Areas most vulnerable to extreme heat tend to have: • More than 85%developed land cover(urban areas), less than 6%tree canopy coverage • High socioeconomic stress, and sensitive population As evidenced by the results of this study, the low-and- moderate-income populations of Boynton Beach, and Palm Beach County as a whole, face significant risks associated with these threats. And while there are remediation efforts that can be made to reduce property risks, such as Dry flood proofing, wind proofing, and elevating structures above flood levels, these options are often not affordable to LMIU homeowners or renters. Consolidated Plan BOYNTON BEACH 98 OMB Control No:2506-0117(exp.09/30/2021) Page 143 of 1598 Strategic Plan SP-05 Overview Strategic Plan Overview The City is increasing its allocation of federal resources by addressing geographic priorities with up to 63 percent of the funding for FY 2022-2023. Other activities such as public services are provided Citywide based on income eligibility. Some activities target the City's low-to moderate-income (LMI) target areas while some address the needs of LMI limited clientele. Priority needs were established through a community process, historical funding allocations, and data. The highest priority needs below were determined through the housing and community needs assessment process of the Consolidated Plan and the review of related data. 1. Rehabilitation and preservation of existing housing especially single-family units. 2. Promotion and increase in homeownership and rental housing opportunities. 3. Increased public services to youth, seniors, and special needs populations 4. Economic development through business assistance and job creation/retention 5. Homeless prevention and assistance 6. Public facilities including those operated by non-profits such as group homes, shelters for the homeless and victims of domestic violence For FY 2022-2023,the City will receive$547,027 in CDBG funds. For the five-year period,the City estimates receiving $2,736,035 in CDBG funds.The Community Improvement Division of the Financial Services Department is the lead agency for administering HUD grants. Other City departments and the Boynton Beach CRA works with the Division.The city works with the Palm Beach County Continuum of Care(CofC) and local and regional non-profit organizations to provide public services. Funding reductions and other factors affect service delivery. The City continues to affirmatively further fair housing through the provision of fair housing services. Market characteristics include the construction of new houses and the acquisition and rehabilitation of existing single-family houses. Owner-occupied rehabilitation of single-family houses is important as much of the housing stock in the city is older units that may be subject to lead-based paint and deferred maintenance. Many of these houses are occupied by elderly households on fixed incomes who have challenges in finding resources to repair and stay in their homes. The City does not have any public housing units, but Palm Beach County and Delray Beach Public Housing Authorities offer Section 8 Housing Choice Vouchers for renting homes in the City. The city will act to reduce barriers to affordable housing including lack of affordable housing, exclusion of some affordable housing types, vacant land, and construction costs. Fair housing impediments including inadequate fair housing knowledge, lending disparities, and a segregated housing market will be addressed. Strategies include reducing housing costs, energy efficiency, and exploring developer incentives. Consolidated Plan BOYNTON BEACH 99 OMB Control No:2506-0117(exp.09/30/2021) Page 144 of 1598 Homes constructed prior to 1978 selected for rehabilitation will be tested for lead-based paint. CDBG funds will be used to improve neighborhood conditions, improve quality of life, and to reduce poverty. The city will seek to provide business assistance, create jobs, and expand economic opportunities. The Community Improvement Division will carry out monitoring of non-profits, other City departments, and contractors through various methods including remote and on-site reviews in accordance with its policies and procedures and provide technical assistance as needed. The City will work with the CofC to address homeless needs and prevention. Consolidated Plan BOYNTON BEACH 100 OMB Control No:2506-0117(exp.09/30/2021) Page 145 of 1598 SP-10 Geographic Priorities—91.215 (a)(1) Geographic Area The City's low-to-moderate-income (LMI) target areas are those census tracts and block groups in which at least 51 percent of the population are households whose incomes are at or below 80 percent of the area median income (AMI). An average of sixty-six percent of the population within census tracts 5601, 5701, 5702, 6100, and 6201 are low-to-moderate-income. Table 47 - Geographic Priority Areas General Allocation Priorities Describe the basis for allocating investments geographically within the jurisdiction (or within the EMSA for HOPWA) All CDBG funds will be geographically allocated citywide, with preferences on the CDBG target area as it is the area with the highest area of minority concentration and lowest of incomes. The City plans to focus its CDBG funds on public improvements in its census tracts that have a low-to-moderate-income (LMI) population of 51 percent or more including the area called the Heart of Boynton. For the previous FY 2017-2021 Consolidated Plan and related Annual Action Plans, the City did not direct its assistance based primarily on those target areas. The CDBG regulations allow for resources to be allocated based on the income characteristics of beneficiaries. As such, the City allocated its previous CDBG resources for public service activities, and home repair Citywide. On a target area basis, the City funded the development of affordable housing in the Heart of Boynton through the Special Activity by a Community Based Development Organization (CBDO),the Boynton Beach Faith Based CDC. For the FY2022-2026 Consolidated Plan,the City decided to continue funding public services Citywide but discontinued funding the CBDO activity and will focus CDBG resources on public improvements in its LMI target areas including the Heart of Boynton.The City determined that these public improvement activities including sidewalks, road improvements, and equipment have the potential of meeting the needs of a larger section of the LMI population. Consolidated Plan BOYNTON BEACH 101 OMB Control No:2506-0117(exp.09/30/2021) Page 146 of 1598 SP-25 Priority Needs- 91.215(a)(2) Priority Needs Table 48— Priority Needs Summary 1 Priority Need Rehabilitation and Preservation of Existing Housing Name Priority Level High Population Extremely Low Low Moderate Elderly Geographic Areas Citywide Affected Associated Goals Residential Rehabilitation Description The city will continue to focus on rehabilitation of owner-occupied housing on a City-wide basis due to the aging housing stock that exists.The strategy will focus on improving health and safety, code violations, accessibility, and sustainability for extremely low to moderate households with preferences provided to the elderly, disabled, and veterans below 50%AMI. Basis for Relative Rehabilitation activities were identified as a priority during the Consolidated Priority Plan planning process. The City's housing stock contains a high percentage of units built prior to 1980. 2 Priority Need Promote and Increase Homeownership and Housing Rental Opportunities Name Priority Level High Population Low Moderate Geographic Citywide Areas Affected Associated Goals Home Purchase Assistance Affordable Housing Creation Description Homeownership and access to rental housing is the cornerstone of developing stable neighborhoods. Overall, the City of Boynton Beach has a large percentage of owner-occupied units, but areas of the city experience low homeownership rates and sub-standard housing. As the population and housing demand increases, units need to be preserved and created. Basis for Relative This strategy helps establish higher rates of homeownership throughout Priority the City, maintain and repair existing aging housing stock, and create affordable rental housing opportunities. Consolidated Plan BOYNTON BEACH 102 OMB Control No:2506-0117(exp.09/30/2021) Page 147 of 1598 3 Priority Need Increased Public Services Name Priority Level High Population Extremely Low Low Moderate Families with Children Elderly Frail Elderly Persons with Disabilities Geographic Citywide Areas Affected Associated Goals Public Services Description The objective is to improve and expand public services that address senior services, crime prevention, childcare, youth services, fair housing counseling, recreational services, tenant/landlord counseling and employment training. Basis for Relative This increases the availability and accessibility of services to the Priority community residents to meet public service needs, as indicated by public feedback. 4 Priority Need Economic Development Name Priority Level High Population Extremely Low Low Moderate Middle Geographic Citywide Areas Affected Associated Goals Economic Development Public Facilities Improvement Job Creation Infrastructure Improvement Economic Development Technical Assistance Description Provide incentives and technical assistance to promote economic development/job creation and improved public facilities/infrastructure in underserved areas. Basis for Relative This priority places emphasis on economic development activities and Priority public facilities improvements, as indicated in public feedback. Consolidated Plan BOYNTON BEACH 103 OMB Control No:2506-0117(exp.09/30/2021) Page 148 of 1598 5 Priority Need Homeless Assistance Name Priority Level High Population Extremely Low Low Chronic Homelessness Mentally III Chronic Substance Abuse Veterans Unaccompanied Youth Geographic Citywide Areas Affected Associated Goals Homeless Assistance Description Provide housing and support services to assist individuals and families who are in or in danger of being homeless. Basis for Relative The City will continue to work with the Homeless Coalition and Priority Continuum of Care on strategies to assist individuals and families facing homelessness with an emphasis on the housing first model and providing effective mental health and substance abuse support services. 6 Priority Need Services for Children and Youth Name Priority Level Medium Population Extremely Low Low Moderate Families with Children Geographic Areas Areas for Individual Benefit and Administration Affected Associated Goals After-School Care Day Care Youth Programs Description Provide services for children and/or youth. Basis for Relative This need was given a Medium priority through an evaluation of community Priority surveys and data analysis. 7 Priority Need Health and Mental Health Services Name Priority Level Medium Population Extremely Low Low Moderate Consolidated Plan BOYNTON BEACH 104 OMB Control No:2506-0117(exp.09/30/2021) Page 149 of 1598 Large Families Families with Children Elderly Individuals Families with Children Mentally III Chronic Substance Abuse Persons with Alcohol or Other Addictions Geographic Areas Areas for Individual Benefit and Administration Affected Associated Goals Health Care Services Substance Abuse Treatment Counseling Description Provide health care and mental health services in eligible areas. Basis for Relative This need was given a Medium priority through an evaluation of community Priority surveys and data analysis. 8 Priority Need Fair Housing Services Name Priority Level Medium Population Extremely Low Low Moderate Large Families Families with Children Elderly Geographic Areas Areas for Individual Benefit and Administration Affected Associated Goals Fair Housing Counseling Fair Housing Education Fair Housing Enforcement Fair Housing Testing Description Provide fair housing services in eligible areas. Basis for Relative This need was given a Medium priority through an evaluation of community Priority surveys and staff analysis. 9 Priority Need Parks and Recreation Facilities Name Priority Level Low Population Extremely Low Low Consolidated Plan BOYNTON BEACH 105 OMB Control No:2506-0117(exp.09/30/2021) Page 150 of 1598 Geographic Areas Low-Income Area Benefit Affected Associated Goals Parks and Recreational Centers Description Provide improvements to parks and recreation facilities in eligible areas. Basis for Relative This need was given a Low priority through an evaluation of community surveys Priority and data analysis. 10 Priority Need Public Infrastructure Name Priority Level Low Population Extremely Low Low Geographic Areas Low-Income Area Benefit Affected Associated Goals Street Improvements Sidewalk Improvements Description Provide improvements to streets, roads, sidewalks, curbs and gutters, culverts, and drainage. Basis for Relative This need was given a Low priority through an evaluation of community surveys Priority and data analysis. Narrative (Optional) The City's priority needs were determined based on reviewing census, housing, and economic development data from various sources. The census data sources provided by HUD were the 2015-2017 American Community Survey (ACS) and the 2013-2017 Comprehensive Housing Affordability Study (CHAS).The data was supported by various community surveys including the City's 2021 Racial and Social Equity Community Needs Assessment, the City's 2017 and 2021 Housing Needs Assessment, the Consolidated Plan agency and resident surveys, and feedback for the use of the American Rescue Plan Act (ARPA) funding. Feedback from public comments at the two Consolidated Plan public meetings was also included in the priority need determination. The need for affordable housing in the City and Palm Beach County is critical and was viewed as the highest priority for both renters and homeowners.The changing demographics and the economic impact of the COVID-19 pandemic saw job creation and retention and public services for the elderly, youth and children were selected as the next highest priorities. Public infrastructure and parks and recreational centers were concerned low priority from community surveys and comments and as a relative priority for residents. Activities are selected for funding in accordance with the priority needs established in the Consolidated Plan public participation process and the statutory requirements to provide decent housing, homeownership opportunities, economic development opportunities, homeless assistance, and expansion of public services. Consolidated Plan BOYNTON BEACH 106 OMB Control No:2506-0117(exp.09/30/2021) Page 151 of 1598 SP-30 Influence of Market Conditions—91.215 (b) Influence of Market Conditions Affordable Market Characteristics that will influence Housing Type the use of funds available for housing type Tenant Based Not applicable. Rental Assistance (TBRA) TBRA for Non- Not applicable. Homeless Special Needs New Unit Market characteristics include the limited of decent, standard, and affordable Production units for very low-, low-, and moderate-income households and for special needs populations. New units will be produced on buildable lots in cooperation with local non-profit developers. These units will be leverage with other State funds and the City's Community Redevelopment Agency. Rehabilitation Market characteristics include the current cost of materials for rehabilitation and the availability of funding for housing rehabilitation activities. The City will focus on rehabilitation of those units that meet the City's criteria for substandard housing. Acquisition, Market characteristics include lending requirements and increased mortgage including regulations, as well as rapidly rising home values. The City will accept vacant preservation lots that are conveyed by Palm Beach County for nonpayment of taxes. Table 49— Influence of Market Conditions Consolidated Plan BOYNTON BEACH 107 OMB Control No:2506-0117(exp.09/30/2021) Page 152 of 1598 SP-35 Anticipated Resources-91.215(a)(4), 91.220(c) (1,2) Introduction The City of Boynton Beach receives Community Development Block Grant (CDBG) funds from HUD as an entitlement participant in its Community Planning and Development (CPD) programs. The first-year funding for the five-year Consolidated Plan was confirmed by HUD and used as a basis to estimate the available federal resources for the five-year period by multiplying the first-year allocation by five. In subsequent years,the actual annual allocation for each year may vary depending on what is approved by Congress for CPD programs. Goals, objectives, and activities will be adjusted in the applicable Annual Action Plans.The city also factors in an estimate of program income that is to be received each year and will vary from the estimate depending on the amounts received. The table below identifies the resources for the City's Consolidated Plan for FY 2022-2026. The City estimates that it will receive $2,736,035 in CDBG funds over the five years of the Consolidated Plan. It also shows State Housing Initiatives Partnership (SHIP) Program funds which will be used for leverage with CDBG for housing-related activities. SHIP allocations are determined annually by the State of Florida and cannot be estimated. For FY 2022-2023, the city was allocated CDBG funds in the amount of $547,207. The city does not estimate any program income from CDBG. Program income for the five years cannot be estimated. It should be noted that resource allocations from leveraged sources may also vary annually as will supplemental resources that will be used to leverage projects. Anticipated leverage amounts for the City of Boynton Beach may vary based on the financing structure of individual projects or programs funded, as well as market conditions and other intervening variables during the Consolidated Plan. Consolidated Plan BOYNTON BEACH 108 OMB Control No:2506-0117(exp.09/30/2021) Page 153 of 1598 Anticipated Resources Program Source Uses of Expected Amount Available Year 1 Expected Narrative of Funds Annual Program Prior Year Total: Amount Description Funds Allocation: Income: Resources: $ Available $ $ $ Remainder of ConPlan CDBG public- Acquisition 547,207 0 1,072,040 $1,619,247 $2,188,828 The federal Admin and expected Planning amount Economic available for Development the Housing remainder Public of the Con Improvements Plan is Public estimated Services based on the FY 2022- 2023 funding. Other public- Admin and The Florida state Planning State Other Housing Initiatives Partnership (SHIP)funds are for FY 775,874 TBD 0 775,874 0 2022-2023. Table 50 -Anticipated Resources Explain how federal funds will leverage those additional resources (private, state and local funds), including a description of how matching requirements will be satisfied Funds provided to community-based organizations, though not required, will be matched by those organizations with funds from other sources such as other public and private sector grants, fundraising, and fees. The Plan recognizes that the limited CDBG public service funding is often a small part of these organizations' budgets. The City will leverage SHIP funds through the State of Florida and discounted first mortgages and other permanent contributions from private sector lending institutions. SHIP funds in the amount of$775,874 will be available over FY 2022-2023 but there is no guarantee of funding over the five years of the Consolidated Plan. If appropriate, describe publicly owned land or property located within the jurisdiction that may be used to address the needs identified in the plan Consolidated Plan BOYNTON BEACH 109 OMB Control No:2506-0117(exp.09/30/2021) Page 154 of 1598 The city will continue to seek vacant land and residential structures for donation or sale to non-profit developers as these become available. The cost of properties in Palm Beach County has become unaffordable because of investor speculation. At the time of submission of this Plan, the City does not own properties that might be used to address the needs in the plan. Discussion With the 2020 public health crisis and resultant economic fallout due to business closures and loss of jobs, supplemental funding through the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) has been allocated through HUD appropriations. County and State agencies have waived provisions to allow such funding to be allocated through "entitlement" cities. The allocation of federal resources and program design will be impacted with more of a focus on meeting immediate needs. Public services to assist special needs and vulnerable populations and persons who are at risk of homelessness due to job loss will be top priority for resources. There are also opportunities for the City to work with other governmental entities and the private sector to address the needs of Boynton Beach residents. Consolidated Plan BOYNTON BEACH 110 OMB Control No:2506-0117(exp.09/30/2021) Page 155 of 1598 SP-40 Institutional Delivery Structure—91.215(k) Explain the institutional structure through which the jurisdiction will carry out its consolidated plan including private industry, non-profit organizations, and public institutions. Responsible Entity Responsible Entity Role Geographic Type Area Served Financial Services Government Planning, administration, Jurisdiction Department public improvements, public services, affordable housing Economic Development Government Business assistance Department Workforce development Public Works Government Neighborhood Jurisdiction Department Improvements Public Facilities Alzheimer's Community Non-profit Non-homeless special needs Jurisdiction Care, Inc. organizations Public Services Habitat for Humanity of Non-profit Ownership Region South Palm Beach organizations County Boynton Beach Government—special Economic Development Jurisdiction Community district Neighborhood (Special District) Redevelopment Agency Improvements Boynton Faith Based Non-profit Ownership Jurisdiction CDC organizations Pathways to Prosperity, Non-profit Self-Sufficiency Education Jurisdiction Inc organizations Programs Table 51 - Institutional Delivery Structure Assess of Strengths and Gaps in the Institutional Delivery System The City of Boynton Beach works in partnership with other city departments, county and state government agencies and non-profit organizations to deliver funding resources and services directly to the community. These resources are primarily used to create and maintain decent, affordable housing and provide services to low-to moderate income persons and families. Homeownership and homeowner rehabilitation opportunities for low-to moderate income persons and families are offered using a variety of funding sources which leverage CDBG dollars. The strengths of the housing delivery system rely heavily on the results from the City's Housing Assessment Study(March 2022)which provided a thorough analysis of the current and future housing needs. Among the key findings, which continue today, is the very low supply of vacant developed lots and increasing home values making affordability a major issue. Additional community needs include public facilities and improvements, as well as several requests for CDBG assistance from non-profit organizations which consistently exceed available funding, particularly when factoring in the 15% cap on public services. Gaps within the delivery system that lessen the Consolidated Plan BOYNTON BEACH 111 OMB Control No:2506-0117(exp.09/30/2021) Page 156 of 1598 likelihood of meeting all the housing and community development needs identified in the plan are related to financial resources, high housing costs, difficulty in obtaining supplies, and labor shortages. In determining how to invest its limited CDBG and other resources, the City Commission is committed to selecting those programs and projects that best respond to and serve the residents of Boynton Beach. The Palm Beach County Continuum of Care (FL-605) coordinates outreach and services to the city's homeless populations. The city maintains membership on the County's Homeless Advisory Board to ensure the needs of the homeless are represented as a continuum member community. Homeless services are generally limited to referral services. Availability of services targeted to homeless persons and persons with HIV and mainstream services Homelessness Prevention Available in the Targeted to Targeted to Services Community Homeless People with HIV Homelessness Prevention Services Counseling/Advocacy X X X Legal Assistance X X Mortgage Assistance Rental Assistance X X Utilities Assistance Street Outreach Services Law Enforcement Mobile Clinics X Other Street Outreach Services X X X Supportive Services Alcohol & Drug Abuse Child Care Education Employment and Employment Training Healthcare HIV/AIDS x Life Skills X X X Mental Health Counseling X X X Transportation X X Other Other X X Table 52 - Homeless Prevention Services Summary Describe how the service delivery system including, but not limited to, the services listed above meet the needs of homeless persons (particularly chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) Consolidated Plan BOYNTON BEACH 112 OMB Control No:2506-0117(exp.09/30/2021) Page 157 of 1598 The city participates in, and relies heavily on, the Palm Beach County Continuum of Care (FL-605) for outreach and services to the city's homeless populations. The city maintains membership on the County's Homeless Advisory Board to ensure the needs of homeless persons within the city limits are represented. Describe the strengths and gaps of the service delivery system for special needs population and persons experiencing homelessness, including, but not limited to, the services listed above. N/A Provide a summary of the strategy for overcoming gaps in the institutional structure and service delivery system for carrying out a strategy to address priority needs. N/A Consolidated Plan BOYNTON BEACH 113 OMB Control No:2506-0117(exp.09/30/2021) Page 158 of 1598 § / § -;j \ E e ± / o f / / g / 2 �& ƒ° ,} " $ /S } ƒ $ (&/ \ ƒ 2 . / / y « E\ 0 Li k ƒ / e ƒ 0 / < ± o Lr) < 0 ) ( e $ � \ \ u \ 0 $ \ / I < C \ o e / @ e o c CO � c � \ d n § / � / 00 Co / 2 / 7 \ / � � � u ƒ � ƒ V). m m LO_ 0 ./ . \ •5 - m � ( ( » k � � � ( ( � / \ / \ / / § \ 0) n Q n E 5 n k u e G � « \/ « E E J k u 3 < b 0 2 _ O \ : } \ . } u n m ] � a ] § a / .E u / / g I E o I E o 2 g = � ■ m 6E % 6 E % 2 $ c - k Q o o e o o e \ n E e z 2 z 2 3 < m m m m 2 § / / / / uj >- C,4 rlj rlj rlj rJrlj rlj C14/ / // CD Ln u - k /\u \= \n &c g \ $ 4\5 )/ / / @ 0J _ ( E £ § ( \ / § / 6 } •( / E ( \ u ± = n n E u 9 ƒ Ln 0 t \ - L _(A e m Ln O L \ 0 Goal Descriptions 1 Goal Name Provision of public services Goal No more than 15%of CDBG funds will be used to assist residents with a broad Description spectrum of public services activities to enhance their living environment including childcare, mental health services, health services,youth services, domestic violence services, substance abuse services, services for elderly, services for the elderly, and education. Public services will be provided by non-profit organizations that will be selected through an RFP process. 2 Goal Name Increase quality of public facilities and improvements Goal Funds will be used to foster healthy, stable, and attractive neighborhoods, access Description to quality public facilities, and blight removal by funding neighborhood improvement activities such as neighborhood public infrastructure and improvements including water, sewer, drainage, and sidewalks 3 Goal Name Create and maintain safe and affordable housing Goal State of Florida SHIP funds will be used for major home repairs/residential Description rehabilitation for low-to moderate-income homeowners of single-family owner- occupied homes and the creation of new affordable housing. 4 Goal Name Planning and grant administration Goal Funding to the City's Community Improvement Division for planning and grant Description administration that doesn't exceed 20%of the CDBG grant to implement and/or coordinate the implementation of all CDBG activities to meet the FY 2022-2023 Annual Action Plan goals and objectives. $77,587 in State of Florida SHIP funds will also be used for planning and administration. Estimate the number of extremely low-income, low-income, and moderate-income families to whom the jurisdiction will provide affordable housing as defined by HOME 91.315(b)(2). Over the five-year Plan period, the City estimates that 35 low-income households, and 5 moderate- income households will be assisted with creating or preserving affordable housing using State of Florida SHIP funds. Consolidated Plan BOYNTON BEACH 115 OMB Control No:2506-0117(exp.09/30/2021) Page 160 of 1598 SP-50 Public Housing Accessibility and Involvement—91.215(c) Need to Increase the Number of Accessible Units (if Required by a Section 504 Voluntary Compliance Agreement) The City of Boynton Beach does not own or operate a Public Housing Authority or Public Housing Agency within its jurisdiction. However,the Palm Beach County Housing Authority(PBCHA) does own forty-three single family units in Boynton Beach. Palm Beach County residents are provided with affordable housing options that are free of housing discrimination and architectural barriers according to the PBCHA. In addition,the City of Delray Beach Housing Authority allocates Section 8 housing vouchers in Boynton Beach. Section 504 of the Rehabilitation Act of 1973 prohibits discrimination based on disability in any program or activity that receives financial assistance from any federal agency. Since there are no public housing units in the City,this is not relevant. In seeking privately owned rental housing, the PHAs will identify landlords with accessible properties to meet the needs of Section 8 vouchers holders, as applicable. Activities to Increase Resident Involvements Not applicable. Is the public housing agency designated as troubled under 24 CFR part 902? Not applicable. Plan to remove the 'troubled' designation Not applicable. Consolidated Plan BOYNTON BEACH 116 OMB Control No:2506-0117(exp.09/30/2021) Page 161 of 1598 SP-55 Barriers to affordable housing—91.215(h) Barriers to Affordable Housing The City of Boynton Beach last amended its Housing Element in 2008.The overarching goal of the Housing element is "To provide decent, safe, and sanitary housing in suitable neighborhood environments at a range of costs and variety of types necessary to meet the needs of present and future residents of the City".This goal is very broad and falls within the norms for almost all municipalities. Additional goals which more specifically prioritize affordable housing should be developed to increase its success. The City's Zoning Code defines a family as "One (1) or more persons occupying a single dwelling unit and using common cooking facilities. Families who provide care in their own home as duly state licensed foster family homes, in which dependent children have been duly placed by the State of Florida, and which include not more than five (5) children (both natural and foster) in the household, are expressly included within this term."This definition is in line with the definition provided by the Department of Housing and Urban Development. In addition, the housing policy established by the Future Land Use Element of the Comprehensive Plan states that the City "shall provide a mix of available residential densities to accommodate a variety of housing types sufficient to meet the needs of the present and projected population of the City, including the provision of adequate sites for housing very low-, low-and moderate- income households and for mobile and manufactured homes." While the definition of "family" and the Future Land Use element are adequate, there are still existing barriers to the development maintenance, and improvement of affordable housing. The most significant barriers for developing affordable housing include the following: • The lack of adequate public policies that support the creation of affordable housing. The Housing Element of the City's Comprehensive Plan establishes goals,objectives and policies aimed at providing adequate housing for the City's residents. However,the Housing Element of the City's Comprehensive Plan has not been updated since 2008. The goals, objectives and policies of the Housing element should be updated to reflect the current conditions of the City. • Business Tax Receipt: A business tax receipt is required for long term rental of a property. The City should ensure that the inspections required to obtain a Business Receipt cover an evaluation of the property that ensures the accommodations are safe to be inhabited. Roof Truss tests should be required as part of the inspection process for manufactured home long term rentals.This will ensure that the property conforms to HUD regulations for manufactured homes. • Lack of resources for affordable housing and infrastructure in support of affordable especially renter housing:As grant sources, both Federal and State, are declining, resources for developing affordable housing are limited. Limited funding resources and the cost of retrofitting existing houses are barriers to the availability and accessibility of housing for persons with disabilities. • Limited Housing Options: The Housing Element mentions housing options in supportive housing but does not talk specifically about type of houses such as accessory dwelling units that can accommodate new housing units in existing neighborhoods, provide housing options for lower income persons, and allow for efficient use of the city's existing housing stock and infrastructure. • Impact Fees: Impact fees also pose a barrier to affordable housing. Currently, the impact fees for residential units 800 square feet in size or smaller are $2,699.22. Coupled with today's construction costs, impact fees can disincentivize affordable housing projects. Consolidated Plan BOYNTON BEACH 117 OMB Control No:2506-0117(exp.09/30/2021) Page 162 of 1598 • Zoning Regulations: Regulations and land use controls may also create unintended effects of reducing the availability of affordable housing as they may significantly impact the location and type of housing and business investments and may increase the cost of development. The development review and code compliance processes also tend to fall within the regulatory processes. Code compliance is essential to eliminate slum and blight but if not combined with adequate community engagement, it may become disastrous as residents may not comply and seek legal remedy.The City's Code Compliance Department should ensure that it is dedicated to enforcement as well as adequate community engagement. • Group Homes: Group homes are allowed per the City's zoning Code. There is no distance requirement established between each group home establishment. However, a conditional use approval is required for group homes to be permitted in several zoning districts within the City. The additional approval requirement creates a barrier to affordable housing for residents requiring this type of housing. • Accessory Dwelling Units: Accessory Dwelling Units are allowed per the zoning code. However, they are only allowed as an accessory use to any lawful non-residential principal use within a non- residential building. In addition, the living area requirement is seven hundred fifty (750) square feet and limited to occupancy by the property owner or business operator. Accessory Dwelling Units should be allowed as an accessory to lawful residential principal uses. The City of Boynton Beach conducted an update in 2016 to its last Analysis of Impediments to Fair Housing Choice (AI). Strategy to Remove or Ameliorate the Barriers to Affordable Housing Notwithstanding the above barriers, the City of Boynton Beach has increased its efforts to remove or ameliorate the barriers to affordable housing through a variety of strategies. • The Boynton Beach Community Redevelopment Agency (BBCRA) serves the community by guiding redevelopment activities such as affordable housing along the eastern edge of the City. Continued utilization of the BBCRA will facilitate revitalization of neighborhoods within the agency's purview and encourage affordable housing in the agency area. • Programs to help first-time/modest income buyers fix up their newly purchased homes should be considered. • Institute code changes which allow for the construction of accessory dwelling units in residential zoning districts to provide more options to residents especially for low-income households. • Institute code changes which allow for the construction of additional alternative types of housing that meet the requirements of the Florida Building Code. Shipping containers and tiny homes could help to offset the rising costs of traditional construction. Consolidated Plan BOYNTON BEACH 118 OMB Control No:2506-0117(exp.09/30/2021) Page 163 of 1598 • Discontinue impact fees for affordable housing projects and offset the costs with tax assessments or tax increases. • Facilitate rezoning and redevelopment of existing uses.This action will facilitate diversification of the types of housing that can be made available and support the overall increase of available housing supply for sale and for rent. According to the 2017 Housing Needs Assessment, some first-time millennial home buyers prefer more traditional types of subdivisions, while others are looking for a more urban lifestyle. In addition, Boynton Beach has very strong projected growth among Generation X(35-54),which usually represents the prime homebuying years. Generation X home buyers are typically looking for larger and more luxurious homes than those they currently own. Also, this group is often recent renters re-entering homeownership after experiencing a period where their credit scores had to recover to qualify to purchase again. • The significant increase in the 55+ population combined with their longer life expectancies will require more innovative communities that focus on wellness and allow for aging in place as they transition from independent to different levels of assisted living. • Increased public transportation options within the City. Currently the bus options in the City only cover the main thoroughfare. Additional expansion with the inclusion of additional bus routes into residential communities would support low-income residents without access to cars. Consolidated Plan BOYNTON BEACH 119 OMB Control No:2506-0117(exp.09/30/2021) Page 164 of 1598 SP-60 Homelessness Strategy—91.215(d) Reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs The city participates in, and relies heavily on, the Palm Beach County Continuum of Care (FL-605) for outreach and services to the city's homeless populations. The city maintains membership on the County's Homeless Advisory Board to ensure the needs of homeless persons within the city limits are represented. Non-profit organizations are the primary link to the City's involvement with homeless individuals. Some of them provide services such as food and help in obtaining other forms of public assistance. Addressing the emergency and transitional housing needs of homeless persons The city participates in, and relies heavily on, the Palm Beach County Continuum of Care (FL-605) for outreach and services to the city's homeless populations. The city maintains membership on the County's Homeless Advisory Board to ensure the needs of homeless persons within the city limits are represented. Non-Profit organizations are the primary link to the City's involvement with homeless individuals.These agencies provide many homeless services such as hotel vouchers, food, and assistance, and help in obtaining other forms of public assistance. Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent living, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again. Through its participation in the local Continuum of Care,the city provides information and referrals to the Palm Beach County Homeless Housing Alliance. The HHA coordinates all HUD CoC funding for the County, including the city of Boynton Beach and directs these referrals to the appropriate housing and service agencies, whether inside the city or in the county. Help low-income individuals and families avoid becoming homeless, especially extremely low- income individuals and families who are likely to become homeless after being discharged from a publicly funded institution or system of care, or who are receiving assistance from public and private agencies that address housing,health,social services,employment,education,or youth needs Through its participation in the local Continuum of Care,the city provides information and referrals to the Palm Beach County Homeless Housing Alliance. The HHA coordinates all HUD CoC funding for the County, Consolidated Plan BOYNTON BEACH 120 OMB Control No:2506-0117(exp.09/30/2021) Page 165 of 1598 including the city of Boynton Beach and directs these referrals to the appropriate housing and service agencies, whether inside the city or in the county. Consolidated Plan BOYNTON BEACH 121 OMB Control No:2506-0117(exp.09/30/2021) Page 166 of 1598 SP-65 Lead based paint Hazards—91.215(i) Actions to address LBP hazards and increase access to housing without LBP hazards The City of Boynton Beach references lead-based paint hazards in pre-1978 housing in its housing program policies and procedures. Compliance with lead-based paint regulations regarding the use of federal housing assistance funds is required.The City will work toward incorporating measures to ensure that all federal lead safe practices are met. To reduce the risk of lead poisoning, information is distributed to participants in the City's housing programs. The City makes lead-based paint information available to all interested parties in the City's housing programs. As of April 22, 2010, the U.S. Environmental Protection Agency (EPA) requires all workers (including property owners) who disturb surfaces painted prior to 1978 to be trained in lead-safe work practices, and all firms to be EPA certified in those practices as well.The City follows strict HUD guidelines for testing and abatement of lead-based paint and other hazardous substances and require compliance from its contractors and subcontractors. The City can provide a list of licensed, prequalified contractors who are available to perform appropriate abatement and/or removal procedures if lead-based paint is present. Lead-based paint can be mitigated through interim control methods and full abatement where possible. Abatement represents the most permanent method of lead-based paint containment. This method requires removal of contaminated surfaces. However, the cost of full abatement can be very high thus making some rehabilitation projects financially impractical, especially when the low-income homeowner is unable to take on additional debt. However interim controls can provide a more cost-effective solution. Interim controls are designed to reduce human exposure to lead-based paint hazards. Some methods of the interim controls include repairs, painting, temporary containment, and specialized cleaning.The City determines if the cost associated with interim controls outweighs the cost of abatement How are the actions listed above related to the extent of lead poisoning and hazards? The proposed actions listed above address units that may pose a lead-based paint threat based on the age of the housing stock. The City also considers units that are occupied by at-risk populations, such as children. The actions will identify, assess, and prevent lead poisoning and hazards. How are the actions listed above integrated into housing policies and procedures? The City utilizes CDBG for lead-based paint hazard reduction. The above actions will be incorporated in the City's housing program guidelines for CDBG funding. Consolidated Plan BOYNTON BEACH 122 OMB Control No:2506-0117(exp.09/30/2021) Page 167 of 1598 SP-70 Anti-Poverty Strategy—91.215(j) Jurisdiction Goals, Programs and Policies for reducing the number of Poverty-Level Families The City's goal is to reduce the number of poverty-level families through coordination and delivery of economic development, affordable housing, and service programs throughout the city. Persons and families in poverty must have the opportunity to overcome personal and socio-economic barriers and challenges that contribute to lives of poverty. Programs alone may not provide all the counseling,training, and tools necessary to resolve such a complex set of issues. According to a 2021 Florida International University report entitled, City of Boynton Beach —Racial and Social Equity Community Needs Assessment and corroborated by the most recent ACS data provided by U.S. Census, poverty rates in the city have improved between 2012 and 2019, with the one exception of senior citizens (over 65) community, which increased from 10.4 to 11.4 percent. However, longstanding disparities continue to be evident between Black and African American and White, non-Hispanic populations. White, non-Hispanic poverty rates remain half that of Black and African Americans living in Boynton Beach. Also, families with just one householder and no spouse present are most likely to experience poverty. Hispanic and Black and African American families are more likely to have a single householder, especially this is the case for homes where only a mother is present. In 2019, about 10,400 people in Boynton Beach were below the poverty line. This plan includes efforts to add value to neighborhoods through targeted investments in infrastructure in the most underserved areas. Our partner city departments, agencies and non-profit organizations share these goals and are also committed to take actions to eradicate poverty through affordable housing, educational and job training opportunities with the objective of creating an enhanced quality of life and a better chance to overcome poverty. How are the Jurisdiction poverty reducing goals, programs, and policies coordinated with this affordable housing plan? Boynton Beach will continue to address poverty by supporting incentives to attract, create and retain businesses, develop affordable housing opportunities, and improve public transportation. To the extent possible, CDBG funds will be used for eligible projects to supplement broader city efforts to reduce poverty. The strategic plan goals as articulated in the 2021 report include addressing racial and social equity issues, strengthening access to resources for its underserved population, and building an equitable economy and open opportunities for all residents, Consolidated Plan BOYNTON BEACH 123 OMB Control No:2506-0117(exp.09/30/2021) Page 168 of 1598 SP-80 Monitoring—91.230 Describe the standards and procedures that the jurisdiction will use to monitor activities carried out in furtherance of the plan and will use to ensure long-term compliance with requirements of the programs involved, including minority business outreach and the comprehensive planning requirements The Boynton Beach Community Improvement Division will be responsible for following the established standards and procedures for monitoring the activities authorized under the CDBG program, ensure long- term compliance with the provisions of the program, and further the City's goals and objectives as set forth in the Plan. Measures used to check the progress and compare to resources consumed to accomplishments include tracking the status of projects and timeliness of expenditures,collect and review reports/projections, provide methods to change or improve outcomes where needed and conduct on-site monitoring activities to verify accomplishments when appropriate. All activities will be monitored to ensure regulatory compliance with 24 CFR Part 570, as well as other federal program requirements such as, but not limited to, Environment, Davis-Bacon, Section 3, Fair Housing, Lead-based Paint, and Procurement. Data and information provided will be cross-checked against applicant information to verify accuracy and completeness of the data. When necessary, certain construction or other physical improvement may need additional personnel or expertise (building or housing program inspectors) to accomplish monitoring objectives related to governing construction standards, building codes, and other program guidelines. All monitoring processes will be reviewed and evaluated to ensure the Plan goals and objectives are being achieved throughout the Plan period. The City will enter into binding contractual agreements with all other CDBG program participants. These agreements will ensure compliance with program guidelines and provisions between the city and these parties. These agreements will also provide a basis for enforcing program requirements and for identifying remedies in the event of a breach or non-compliance with any of the agreement provisions. Minority Outreach Program—The City encourages local minority and women-owned businesses to participate in and compete for contracts. The City's Finance Department follows bid procedure requirements at 2 CFR Part 200 and all bids advertised on the City's website include information advising MBE/WBE of contracting opportunities. Once the specifications for a project are approved, a bid package is prepared with the following items: Invitation to Bid,set of specifications and special trades, bid proposal summary sheet, statement of non-collusion, contractor/subcontractor and minority report, MBE/WBE commitment affidavit, and best bid criteria affidavit. Comprehensive Planning Requirements —The City will utilize the monitoring process as part of its long- term strategy to ensure program compliance and consistency with the broader established comprehensive planning efforts. This includes regional and local goals related to furthering fair housing objectives and reducing the number of fair housing complaints. Opportunities where Community Improvement or Finance Department staff can enhance affordable housing planning efforts through community forums, educational outreach, and training will be a priority. Consolidated Plan BOYNTON BEACH 124 OMB Control No:2506-0117(exp.09/30/2021) Page 169 of 1598 Expected Resources AP-15 Expected Resources—91.220(c) (1,2) Introduction The City of Boynton Beach receives Community Development Block Grant (CDBG) funds from HUD as an entitlement participant in its Community Planning and Development (CPD) programs. The first-year funding for the five-year Consolidated Plan was confirmed by HUD and used as a basis to estimate the available federal resources for the five-year period by multiplying the first-year allocation by five. In subsequent years,the actual annual allocation for each year may vary depending on what is approved by Congress for CPD programs. Goals, objectives, and activities will be adjusted in the applicable Annual Action Plans.The city also factors in an estimate of program income that is to be received each year and will vary from the estimate depending on the amounts received. The table below identifies the resources for the City's Consolidated Plan for FY 2022-2026. The City estimates that it will receive $2,736,035 in CDBG funds over the five years of the Consolidated Plan. It also shows State Housing Initiatives Partnership (SHIP) Program funds for FY2022 in the amount of$775,874 which will be used to leverage with CDBG for housing-related activities. The SHIP allocations are determined annually by the State of Florida and cannot be estimated in future years. For FY 2022-2023, the city was allocated CDBG funds in the amount of $547,207. The city does not estimate any program income from CDBG. Program income for the five years cannot be estimated. It should be noted that resource allocations from leveraged sources may also vary annually as will supplemental resources that will be used to leverage projects. Anticipated leverage amounts for the City of Boynton Beach may vary based on the financing structure of individual projects or programs funded, as well as market conditions and other intervening variables during the Consolidated Plan. Consolidated Plan BOYNTON BEACH 125 OMB Control No:2506-0117(exp.09/30/2021) Page 170 of 1598 1 2 5 = e ® 5 » / � U- t > m eE o e » = e E / x t e u { / /f \e f q / \ / 0 2 § % / $ 2 / % q e 2 / \ c 2 m L E 00 � 00 LO « Q J 0 0 � \ � � � ¢ -tn co0 � e § C ■ b \ : CL 2o o kCL ƒ v u § J co o [ 2 z J k / o o 0 o ■ z CLw k CL C � uj uj m - k \ 00 k � c @ ■ k o 7 k � e _ u t \ c -a \ ƒ '/ o / •\ ± / \ 2 •E ) = 2 > Ln ._ - n \ § / R $ R a- / .e E / / u � u > I -a a Q / < LU o / / $ c / m 2 7 0 v / 5 u e ( [ c 2 ƒ 2 # m 0 u , o = e = « cr. � ® k § G t R ƒ - 2 u / 3 CL \ Explain how federal funds will leverage those additional resources (private, state, and local funds), including a description of how matching requirements will be satisfied When eligible, CDBG funds will be utilized to leverage City general fund allocations, other local, federal, and state funds to complete community development activities, address housing needs, and provide services to meet the needs of City residents. State funds received as an allocation from Florida Housing Finance Corporation's State Housing Initiative Partnership (SHIP) Program are an example of funding that will leverage CDBG funds allocated to affordable housing activities. This opportunity to leverage Federal and state funds allows the City to assist very low, low, low-to moderate-and middle-income citizens.The State SHIP fund allocation for the FY 2022-2023 is$775,874. Future years cannot be reflected as there is no guarantee of annual allocations of funding over the five years of the Consolidated Plan. If appropriate, describe publicly owned land or property located within the jurisdiction that may be used to address the needs identified in the plan The city will continue to seek vacant land and residential structures for donation or sale to non-profit developers as these become available. The cost of properties in Palm Beach County has become unaffordable because of investor speculation. At the time of submission of this Plan, the City does not own properties that might be used to address the needs in the plan. Discussion With the 2020 public health crisis and resultant economic fallout due to business closures and loss of jobs, supplemental funding through the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) has been allocated through HUD appropriations. County and State agencies have waived provisions to allow such funding to be allocated through "entitlement" cities. The allocation of federal resources and program design will be impacted with more focus on meeting immediate needs. Public services to assist special needs and vulnerable populations and persons who are at risk of homelessness due to job loss will be top priority for resources. There are also opportunities for the City to work with other governmental entities and the private sector to address the needs of Boynton Beach residents. Consolidated Plan BOYNTON BEACH 127 OMB Control No:2506-0117(exp.09/30/2021) Page 172 of 1598 C ++ -0 C ++ -O f6 z- ate) >` u i N " , = i N O O N C S 0 0 iW m Q — U S M " N S N D o 41 N i i dA 3 U p c C (6 i O c d N Q C rI 7 u co N 7 O O O Ol Q O -p O s (7 + — p d + — c I OD o l0 Q 2 Q d d po l0 v� O cn 00 (� cn 00 00 m O mm N Ln r-I O U O 0 Ln m N -a 0 p N -p 3 U W U m 0 41 •i � U -i N 'i r, 6L V)' V)- U N O t/} V)- O V)' co O7 LO � � r v- H O vi 0 VJ N C 'p N N o O > O C C N •V m N Nm N N N cn C .0 " +_ C C > cn C Vl U (� U- N O S - O = (� U G1 a N U E a a Z d > t N u f0 �_ •c0 Q Q O U u U U cn U '^ w O � m O z C O C � C 41 1 I z L- �, �, an co Ln ab0i = E o = E o+ � °1 m V p o p o > Q S co E Q z u 0 z U 0 a Q � y m m m m 0 0 0 0 W } N N N N i y y� N N N N G1 ++ G1 O O O O > Ln N N N N U d O O rn f0 i fap u E E O two O o Z CJ N -a 4- N H � C _ C (6QD O> C f0 O f0 O N d O N '6 C U ti N io C 3 u NCU O Ln o U VI S N O i CL O N O Q 0 Goal Descriptions 1 Goal Name Provision of public services Goal No more than 15% of CDBG funds will be used to assist residents with a broad Description spectrum of public services activities to enhance their living environment including childcare, mental health services, health services, youth services, domestic violence services, substance abuse services, services for elderly, services for the elderly, and education. Public services will be provided by non-profit organizations that will be selected through an RFP process. 2 Goal Name Increase quality of public facilities and improvements Goal Funds will be used to foster healthy, stable, and attractive neighborhoods, access to Description quality public facilities, and blight removal by funding neighborhood improvement activities such as neighborhood public infrastructure and improvements including water, sewer, drainage, and sidewalks 3 Goal Name Create and maintain safe and affordable housing Goal State of Florida SHIP funds will be used for major home repairs/residential Description rehabilitation for low-to moderate-income homeowners of single-family owner- occupied homes and the creation of new affordable housing. 4 Goal Name Planning and grant administration Goal Funding to the City's Community Improvement Division for planning and grant Description administration that doesn't exceed 20% of the CDBG grant to implement and/or coordinate the implementation of all CDBG activities to meet the FY 2022-2023 Annual Action Plan goals and objectives. $77,587 in State of Florida SHIP funds will also be used for planning and administration. Consolidated Plan BOYNTON BEACH 129 OMB Control No:2506-0117(exp.09/30/2021) Page 174 of 1598 Projects AP-35 Projects—91.220(d) Introduction The following table contains the projects that the City will fund in FY 2022-2023 using CDBG funds. Up to 20% of the CDBG grant can be expended on Planning and Administration. State of Florida SHIP and City general funds will be leveraged with the federal funds. CDBG funds allocated to Public Services will be awarded through a Request for Proposal process for eligible and qualified community-based non-profit organizations. No more than 15% of the CDBG grant can be expended on public service activities. The specific public service activities to be funded below were based on the priorities set by the Consolidated Plan and applications submitted by the non-profit organizations. Projects # Project Name 1a CDBG Public Services—Pathways to Prosperity 1b CDBG Public Services—Alzheimer's Community Care, Inc. 2 State of Florida SHIP Affordable Housing 3 CDBG Public Improvements 4 CDBG Planning and Administration Table 56— Project Information Describe the reasons for allocation priorities and any obstacles to addressing underserved needs. Allocation priorities were based on the City's housing and community development needs assessment contained in the Consolidated Plan,feedback from residents and other community stakeholders,funding applications received through a competitive grant applications cycle, and the City Commission. The economic dislocation caused by the COVID-19 pandemic has disproportionally affected low-to-mode rate- income households. Housing market conditions related to demand and supply of both affordable rental and homeownership housing and the high costs of vacant land and construction makes it very difficult to serve the housing needs of LMI families. The City is challenged to develop and implement a well- coordinated and integrated outcome-driven service delivery system that meets the City's housing and community development needs and goals within the limits of available funding and external conditions. Ongoing efforts to address the identified needs amidst dwindling financial resources at the federal and local level also requires the City to focus its funding to the activities that will have the highest impact.The City has selected to focus on public improvements such as streets, sidewalks, and other eligible infrastructure projects in low-income census tracts in the city that have at least 51 percent of the population as LMI households. Existing CDBG funding and other sources will be sought to address the affordable housing crisis which was deemed the highest priority in the needs assessment. Consolidated Plan BOYNTON BEACH 130 OMB Control No:2506-0117(exp.09/30/2021) Page 175 of 1598 AP-38 Project Summary Project Summary Information Consolidated Plan BOYNTON BEACH 131 OMB Control No:2506-0117(exp.09/30/2021) Page 176 of 1598 I Project Name General Public Services—Pathways to Prosperity Target Area Citywide Goals Supported Provision of public services Needs Addressed Public Services, General Funding CDBG: $55,000 Description Activity Eligibility: 24 CFR 570.201(e)- Administered by the Community Improvement Division through the provision of funding to community- based organizations non-profits procured through a Request for Proposals (RFPs). This activity will benefit low- to moderate-income individuals and households by providing training, mentoring, and case management for children and parents. Target Date 9/30/2023 Estimate the number It is estimated that up to 300 individuals who are primarily from low- and type of families and moderate-income households will benefit from this activity. that will benefit from the proposed activities Location Description Citywide Planned Activities Activities include program design, outreach, intake, activity delivery, reporting, and compliance. 2 Project Name General Public Services—Alzheimer's Community Care, Inc. Target Area Citywide Goals Supported Provision of public services Needs Addressed Public Services, General Funding CDBG: $25,000 Description Activity Eligibility: 24 CFR 570.201(e)- Administered by the Community Improvement Division through the provision of funding to community- based organizations non-profits procured through a Request for Proposals (RFPs). This activity will benefit low- to moderate-income individuals and households by providing services for seniors, and persons with disabilities. Target Date 9/30/2023 Estimate the number It is estimated that up to 300 individuals who are primarily from low- and type of families and moderate-income households will benefit from this activity. that will benefit from the proposed activities Location Description Low/Mod Target Area Planned Activities Activities include program design, outreach, intake, activity delivery, reporting, and compliance. 3 Project Name CDBG Public Improvements— Purchase of Fire Equipment Target Area Low& Moderate-Income Areas Goals Supported Increase Quality of Public Facilities Consolidated Plan BOYNTON BEACH 132 OMB Control No:2506-0117(exp.09/30/2021) Page 177 of 1598 Needs Addressed Public Infrastructure and Improvements Funding CDBG: $231,930 Description This project provides funding for the purchase of fire equipment to serve a geographic area where at least 50 percent of the population are low- to-moderate-income (at or below 80 percent of AMI) Target Date 9/30/2023 Estimate the number This public improvement is anticipated to benefit 14,905 persons and type of families including individuals with disabilities. that will benefit from the proposed activities Location Description This project will be carried out in qualified low-income areas. Planned Activities Administered by the City's Community Improvement Division, this activity will provide for assistance to carry out an activity to serve the needs of low and moderate-income residents. 4 Project Name CDBG Public Improvements Target Area Low& Moderate-Income Areas Goals Supported Increase Quality of Public Facilities Needs Addressed Public Infrastructure and Improvements Funding CDBG: $125,836 Description This project provides funding for public improvements to serve a geographic area where at least 50 percent of the population are low-to- moderate-income (at or below 80 percent of AMI) Target Date 9/30/2023 Estimate the number This public improvement is anticipated to benefit 1,312 Persons and type of families including individuals with disabilities. that will benefit from the proposed activities Location Description This project will be carried out in qualified low-income areas. Planned Activities Administered by the City's Community Improvement Division, this activity will provide for assistance to carry out an activity to serve the public improvement needs of low and moderate-income residents. 5 Project Name CDBG Program Planning and Administration Target Area Citywide Goals Supported Increased public facilities and improvements Provision of public services Planning and grant administration Needs Addressed Public facilities and improvements Public Services, General Consolidated Plan BOYNTON BEACH 133 OMB Control No:2506-0117(exp.09/30/2021) Page 178 of 1598 Funding CDBG: $109,441 State of Florida SHIP: $77, 587 Description Activity Eligibility: 24 CFR570.205 and 570.206 Provide funding to the City of Boynton Beach Community Improvement Division of the Financial Services Department for the administration of the CDBG programs. An amount of $109,441 in CDBG funds will be used to partially cover the planning and administrative costs of the program. Target Date 9/30/2023 Estimate the number See individual activity benefits. and type of families that will benefit from the proposed activities Location Description Citywide Planned Activities The City's Community Improvement Division will administer the CDBG program activities including Consolidated planning, subrecipient agreement development, environmental assessments and reviews, financial management including grant sub awards, procurement, and designation of subrecipients, inspections, reasonableness reviews, reporting, monitoring and oversight, recordkeeping, and other activities to ensure grant compliance. Consolidated Plan BOYNTON BEACH 134 OMB Control No:2506-0117(exp.09/30/2021) Page 179 of 1598 AP-50 Geographic Distribution—91.220(f) Description of the geographic areas of the entitlement (including areas of low-income and minority concentration)where assistance will be directed The City will allocate federal funding on a citywide basis for the 2022 program year, with concentrations within Census tracts 5601, 5701, 5702, 6100, 6201, 6203, and 6300. Housing rehabilitation, however, can be citywide for income eligible homeowners in need of code-related repairs. All projects included in this Annual Action Plan will benefit low-and-moderate income residents throughout the City. Geographic Distribution Target Area Percentage of Funds Citywide 35 Low-moderate-income areas 65 Table 57 - Geographic Distribution Rationale for the priorities for allocating investments geographically Boynton Beach adheres to all program-specific eligibility requirements when allocating funds. Priorities for allocation of funding have been established through a combination of public feedback, needs analysis, internal and stakeholder feedback and opportunities for leveraging.All the proposed Action Plan projects will serve very low-, low-, and moderate-income persons and households. All CDBG funds will be geographically allocated citywide, with preferences on the CDBG target area as it is the area with the highest area of minority concentration and lowest of incomes. The City plans to focus its CDBG funds on public improvements in its census tracts that have a low-to-moderate-income (LMI) population of 51 percent or more including the area called the Heart of Boynton. Discussion See above discussion. Consolidated Plan BOYNTON BEACH 135 OMB Control No:2506-0117(exp.09/30/2021) Page 180 of 1598 Affordable Housing AP-55 Affordable Housing—91.220(g) Introduction During FY 2022-2023, the City of Boynton Beach will leverage State of Florida SHIP funds to assist 3 non- homeless households with rehabilitation of owner-occupied housing units, production of new housing units, and acquisition of an existing housing unit. The City's housing stock is aging and low-and moderate-income homeowners cannot afford to maintain or repair their homes. For this reason, rehabilitation of owner-occupied housing has been determined to be a high priority. The home repair needs of elderly persons will also be addressed under the SHIP Home Repair Program as special needs housing. One Year Goals for the Number of Households to be Supported Homeless 0 Non-Homeless 8 Special-Needs 0 Tota 1 8 Table 58 - One Year Goals for Affordable Housing by Support Requirement One Year Goals for the Number of Households Supported Through Rental Assistance The Production of New Units Rehab of Existing Units 3 Acquisition of Existing Units 5 Total 8 Table 59 - One Year Goals for Affordable Housing by Support Type Discussion During the first year of this new Consolidated Plan five-year period,the city will focus on completing those housing activities that were delayed during the prior two years and leverage its CDBG resources with those provided through the State Housing Initiatives Program (SHIP) to address the first-year priority housing needs reflected in the statistical analysis contained in the Plan. This will include $399,958 in CDBG funds from PY's 2020 and 2021 and $1,229,651 in SHIP funds from PY's 2021 and 2022. Consolidated Plan BOYNTON BEACH 136 OMB Control No:2506-0117(exp.09/30/2021) Page 181 of 1598 AP-60 Public Housing—91.220(h) Introduction The City of Boynton Beach does not own or operate a Public Housing Authority or Public Housing Agency within its jurisdiction. However,the Palm Beach County Housing Authority(PBCHA)does own forty-three single-family units in Boynton Beach. Palm Beach County residents are provided with affordable housing options that are free of housing discrimination and architectural barriers according to the PBCHA. Also, the Delray Beach Housing Authority provides Section 8 vouchers to residents in Boynton Beach. Actions planned during the next year to address the needs for public housing N/A Actions to encourage public housing residents to become more involved in the management and participate in homeownership Outreach efforts are coordinated between the City of Boynton Beach, Palm Beach County and Delray Beach Housing Authorities with regard to informing Section 8 and/or public housing residents of new homebuyer opportunities. This includes notices of all homeownership seminars and workshops being sponsored by the city or its non-profit affordable housing partners. If the PHA is designated as troubled, describe the manner in which financial assistance will be provided or other assistance According to the Palm Beach County and Delray Beach Housing Authorities' most recent Annual Plans for FY2021, neither agency is designated as a troubled HA. Discussion See above. Consolidated Plan BOYNTON BEACH 137 OMB Control No:2506-0117(exp.09/30/2021) Page 182 of 1598 AP-65 Homeless and Other Special Needs Activities—91.220(i) Introduction The Homeless and Housing Alliance (HHA) of Palm Beach County (formerly the Continuum of Care) is intended to deliver a comprehensive and coordinated continuum of services for homeless individuals and families.The City of Boynton Beach is under the umbrella of the HHA of Palm Beach County. The system's fundamental components include homeless prevention, outreach and assessment, emergency shelter, transitional housing, supportive services, permanent housing, and permanent supportive housing. The HHA includes community-based membership with representatives from government, business, formerly homeless individuals, law enforcement, banking, housing service providers, faith groups, education, veterans, health care, and concerned individuals. Palm Beach County Division of Human Services (the Division) continues its role as the lead entity for the HHA which began in January 2006. Describe the jurisdictions one-year goals and actions for reducing and ending homelessness including Reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs As reported in the Palm Beach County Annual Action Plan, the Service Prioritization Decision Assistance Tool (SPDAT) is the assessment tool used during outreach activities. The tool prioritizes whom to serve and identifies what supportive services should be provided. • Palm Beach County's Homeless Outreach Team (HOT), which leads the County's homeless outreach program, utilizes the SPDAT to conduct initial assessments in the field. Individual SPDAT scores are used to determine what programs and services are the most needed by the homeless individual.The HOT Team travels throughout the County to various location where the homeless are known to congregate in order to conduct on-site screenings. • The Homeless Coalition of Palm Beach County conducts Homeless Connect events throughout the County.These events allow the homeless population to receive haircuts, toiletries, clothing, and other related items. • The Senator Phillip D. Lewis Center is the point of access for the homeless population to obtain housing and/or services in Palm Beach County. Homeless individuals and families are referred to the Lewis Center from the County's Homeless Outreach Team, as well as law enforcement. Addressing the emergency shelter and transitional housing needs of homeless persons Palm Beach County's HHA continues to prioritize the emergency shelter component for the County's ESG program. Palm Beach County provides ESG funding to support a transitional housing facility for single homeless men and two emergency shelters for victims of domestic abuse. Palm Beach County operates a temporary emergency homeless shelter, the Lewis Center Annex. This shelter provides beds, showers, meals, medical services, and other supportive services for up to 125 chronically homeless persons. Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to Consolidated Plan BOYNTON BEACH 138 OMB Control No:2506-0117(exp.09/30/2021) Page 183 of 1598 permanent housing and independent living, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again Palm Beach County assists homeless individuals and families to transition into permanent supportive and independent housing.The following actions will be undertaken by the County and its partners to help the homeless population transition into a permanent form of housing: • Palm Beach County will continue to utilize Continuum of Care (CoC) and ESG funding to support three (3) Rapid Rehousing programs.These programs will provide financial assistance to homeless individuals/families to regain stability in permanent housing.The financial assistance will include security deposits, rental assistance, utility deposits, and utility assistance.These households will also continue to receive case management and other supportive services. • HHA has established as a goal for the Continuum to give funding priority to permanent supportive housing programs that dedicate 100%of their beds for the chronically homeless. • State Housing Initiative Partnership (SHIP)funds will be used by the County to operate a Housing Reentry Assistance (REAP) Program.This homeless prevention program will provide rental security and utility deposits to eligible households whose income is up to 50%AMI. • The County's CoC funding will continue to support permanent supportive housing programs that dedicate 100%of their beds for the chronic homeless population.These programs provide 64 housing and support services to individuals as well to families. • The County will continue the SMART(Support, Marketing, Assistance, Rental,Tenant) campaign which recruits potential landlords to a database to match them with homeless individuals and families who need housing. Persons housed under this program are provided with deposits and monthly rental assistance which vary in length and dollar amounts based on the client's needs. Each household is assigned a case manager who in turn becomes the landlord's point of contact. Helping low-income individuals and families avoid becoming homeless, especially extremely low-income individuals and families and those who are: being discharged from publicly funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); or, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs Palm Beach County uses local, state, and federal funding to support Homeless Prevention activities that are designed to assist low-income persons and families that find themselves threatened with homelessness: • Palm Beach County provides financial assistance in the form of emergency rent and/or utility payments to households in order to prevent the household from becoming homeless. Homeless prevention funds target those individuals and families who would become homeless without the Consolidated Plan BOYNTON BEACH 139 OMB Control No:2506-0117(exp.09/30/2021) Page 184 of 1598 assistance. • Palm Beach County participates in the Reentry Task Force whose mission is to implement comprehensive re-entry services to ex-offenders from the time of their entry into the prison system through their transition, reintegration,and aftercare in the community.These services will include, among others, case management and housing assistance. The Reentry Task Force partners include Palm Beach County, Criminal Justice Commission and Gulfstream Goodwill Industries. • Palm Beach County makes funding available to agencies that provide housing and support services to youth who have been discharged from the state's foster care program and provides CoC funding to support the "Connecting Youth to Opportunities" program that provides rapid re- housing and support services to unaccompanied youth ages 18 to 24 who have aged out of the foster care system. • The Lewis Center coordinates with area hospitals and mental health facilities to permit discharged patients to receive referrals to the Lewis Center. The referrals will allow for the discharged persons to access the County's homeless services. • The County's Division of Human and Veterans Services has oversight of HUD's Youth Homeless Demonstration Program (YHDP).The County awarded 3 nonprofit agencies funding under this program to provide eligible activities that serve youth experiencing homeless, including unaccompanied and pregnant or parenting youth, where no member of the household is older than 24 years of age. Discussion The Homeless and Housing Alliance (HHA)of Palm Beach County,with the support of the members of the CoC within the County,strategically support the needs of persons experiencing homelessness and persons with special needs. The jurisdiction will continue to support the most vulnerable, at-risk community members through housing and supportive services. Consolidated Plan BOYNTON BEACH 140 OMB Control No:2506-0117(exp.09/30/2021) Page 185 of 1598 AP-75 Barriers to affordable housing—91.220(j) Introduction: The City of Boynton Beach last amended its Housing Element in 2008.The overarching goal of the Housing element is "To provide decent, safe, and sanitary housing in suitable neighborhood environments at a range of costs and variety of types necessary to meet the needs of present and future residents of the City".This goal is very broad and falls within the norms for almost all municipalities. Additional goals which more specifically prioritize affordable housing should be developed to increase its success. The City's Zoning Code defines a family as "One (1) or more persons occupying a single dwelling unit and using common cooking facilities. Families who provide care in their own home as duly state licensed foster family homes, in which dependent children have been duly placed by the State of Florida, and which include not more than five (5) children (both natural and foster) in the household, are expressly included within this term." This definition is in line with the definition provided by HUD. In addition, the housing policy established by the Future Land Use Element of the Comprehensive Plan states that the City "shall provide a mix of available residential densities to accommodate a variety of housing types sufficient to meet the needs of the present and projected population of the City, including the provision of adequate sites for housing very low-, low- and moderate-income households and for mobile and manufactured homes." While the definition of"family" and the Future Land Use element are adequate, there are still existing barriers to the development maintenance, and improvement of affordable housing. The most significant barriers for developing affordable housing include the following: • The lack of adequate public policies that support the creation of affordable housing. - The Housing Element of the City's Comprehensive Plan establishes goals,objectives and policies aimed at providing adequate housing for the City's residents. However,the Housing Element of the City's Comprehensive Plan has not been updated since 2008. The goals, objectives and policies of the Housing element should be updated to reflect the current conditions of the City. • Business Tax Receipt: A business tax receipt is required for long term rental of a property. The City should ensure that the inspections required to obtain a Business Receipt cover an evaluation of the property that ensures the accommodations are safe to be inhabited. Roof Truss tests should be required as part of the inspection process for manufactured home long term rentals. This will ensure that the property conforms to HUD regulations for manufactured homes. • Lack of resources for affordable housing and infrastructure in support of affordable especially renter housing:As grant sources, both Federal and State, are declining, resources for developing affordable housing are limited. Limited funding resources and the cost of retrofitting existing houses are barriers to the availability and accessibility of housing for persons with disabilities. • Limited Housing Options: The Housing Element mentions housing options in supportive housing but does not talk specifically about type of houses such as accessory dwelling units that can accommodate new housing units in existing neighborhoods, provide housing options for lower income persons, and allow for efficient use of the city's existing housing stock and infrastructure. Consolidated Plan BOYNTON BEACH 141 OMB Control No:2506-0117(exp.09/30/2021) Page 186 of 1598 • Impact Fees: Impact fees also pose a barrier to affordable housing. Currently, the impact fees for residential units 800 square feet in size or smaller are $2,699.22. Coupled with today's construction costs, impact fees can disincentivize affordable housing projects. • Zoning Regulations: Regulations and land use controls may also create unintended effects of reducing the availability of affordable housing as they may significantly impact the location and type of housing and business investments and may increase the cost of development. The development review and code compliance processes also tend to fall within the regulatory processes. Code compliance is essential to eliminate slum and blight but if not combined with adequate community engagement, it may become disastrous as residents may not comply and seek legal remedy. The City's Code Compliance Department should ensure that it is dedicated to enforcement as well as adequate community engagement. • Group Homes: Group homes are allowed per the City's zoning Code. There is no distance requirement established between each group home establishment. However, a conditional use approval is required for group homes to be permitted in several zoning districts within the City. The additional approval requirement creates a barrier to affordable housing for residents requiring this type of housing. • Accessory Dwelling Units: Accessory Dwelling Units are allowed per the zoning code. However, they are only allowed as an accessory use to any lawful non-residential principal use within a non- residential building. In addition, the living area requirement is seven hundred fifty (750) square feet and limited to occupancy by the property owner or business operator. Accessory Dwelling Units should be allowed as an accessory to lawful residential principal uses. The City of Boynton Beach conducted an update of its last Analysis of Impediments to Fair Housing Choice (AI) in 2010. The City is currently in the process of updating its last analysis. Actions it planned to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment Housing Element of the Comprehensive Plan: The City of Boynton Beach last amended its Housing Element in 2008. The overarching goal of the Housing element is "To provide decent, safe, and sanitary housing in suitable neighborhood environments at a range of costs and variety of types necessary to meet the needs of present and future residents of the City". This goal is very broad and falls within the norms for almost all municipalities. Additional goals which more specifically prioritize affordable housing should be developed to increase its success.The housing related goals of Comprehensive Plan conform to the City's Development Code since the development standards include regulations that permit various housing types and zoning waivers. Consolidated Plan BOYNTON BEACH 142 OMB Control No:2506-0117(exp.09/30/2021) Page 187 of 1598 Discussion: A summary of the recommendations to address impediments to fair housing choice is provided below and these actions are intended to remove and/or ameliorate the barriers to affordable housing. Resources: The Boynton Beach CRA(CRA)was established as a tool for redevelopment within the City. A part of the Boynton Beach CRA's mission is to support affordable housing. Among its goals, the CRA aims to protect and enhance existing single-family neighborhoods and encourage the preservation of existing affordable housing and the development of new affordable housing through the provision of technical assistance, incentives, and land. The CRA has allocated $2,410,825 in affordable housing through its general fund and tax increment financing. Outside of CRA funding, vacant lots have also been provided for the development of affordable housing through Habitat for Humanity. Regulatory Barriers: The City of Boynton Beach has developed partnerships with community-based organizations, banks, and realtors to increase and improve the supply and quality of affordable housing in the City through education and preservation of existing housing stock.The Housing Division,Zoning and Planning units will work closely together to identify any regulatory barriers to affordable housing and revise or eliminate such regulations when possible. Discrimination on the Basis of Protected Class in Violation of Federal,State,and Local Fair Housing Laws —Recommendations: Provide comprehensive fair housing enforcement services; provide fair housing education and training to housing providers, residents, City staff, and Community Based Organizations for fair housing education and referrals; implement a broadcast and print media campaign in various languages; provide financial support for fair housing enforcement (including testing); review and revise, if needed, zoning policies for congregate facilities; and develop a fair housing referral process. Shortage of Affordable/Accessible Housing — Recommendations: Provide information and technical assistance on all housing programs; increase the amount of accessible housing through design and construction training for greater accessibility;the use of universal design;and require City-funded housing to follow Fair Housing Design &Construction. Lack of Knowledge of Fair Housing Protections and Redress under Fair Housing Laws — Recommendations: Conduct fair housing broadcast and print media campaign; use the City's website for Fair Housing information with links; and appoint a media liaison to discuss racial/ethnic issues. Fair and Equal Lending Disparities—Recommendations: Implement a publicity campaign promoting Fair Lending and educational materials in English, Spanish, and Creole and require and monitor annual reports from all area lenders by race/ethnicity. Strongly Segregated Housing Market- Recommendations: Provide technical assistance training in Consolidated Plan BOYNTON BEACH 143 OMB Control No:2506-0117(exp.09/30/2021) Page 188 of 1598 Affirmative Marketing for City funded housing projects, staff, and entities; provide culturally competent fair housing education for persons with Limited English Proficiency;and the City's own advertising reflects and appeals to diverse communities. No County-wide Cooperative Effort to Affirmatively Further Fair Housing-Recommendations:Encourage and support regional fair housing efforts; fair housing month activities; and federal Fair Housing, Performance Standards and CDBG Grant Review. Consolidated Plan BOYNTON BEACH 144 OMB Control No:2506-0117(exp.09/30/2021) Page 189 of 1598 AP-85 Other Actions—91.220(k) Introduction: The following is a list of actions the City of Boynton Beach plans to implement over the new one-year period to achieve success in addressing the housing and community development needs of low-to moderate income residents and families. Actions planned to address obstacles to meeting underserved needs The Community Improvement Division will continue to work with other city Departments, Palm Beach County, as well as other public and private organizations to expand services and leverage Federal, state, and local funds to address the obstacles to meeting the underserved needs of the community. Obstacles that arise over the next one-year will be addressed in the following ways: 1)determine the level of urgency and propose a solution with available resources and/or 2) re-prioritize future funding based on the level of urgency and available resources. Actions planned to foster and maintain affordable housing Boynton Beach will continue efforts of fostering and maintaining existing and new affordable housing by working with our housing partners and potential new developers to expand and increase affordable housing opportunities. Combined with State (SHIP)funding, the city anticipates having over$1 million to allocate towards housing during the next one-year period. Actions planned to reduce lead-based paint hazards Overall, the goal of the City of Boynton Beach is to eliminate lead-based paint hazards and prevent childhood poisoning in our community. This can only be achieved through partnering with our public and private sectors. The City will follow all procedures specified in the applicable program regulations for activities receiving these funds. The city will also provide all contractors/sub-recipient agencies the required notifications to owners and occupants and inspect for defective paint surfaces in pre-1978 properties assisted. Any defective paint conditions found will be included in the project scope of work and treatment provided to the defective areas. All paint inspections, risk assessments and clearance testing of suspect properties will be performed by licensed testing professionals. As a policy, the city provides the HUD required informational pamphlets to homeowners and contractors to ensure that both the lead safe work and the EPS's Renovation Repair, and Painting Rule (RRP) practices are being used for all Federally funded housing activities. Actions planned to reduce the number of poverty-level families As stated in prior sections, the city will work to increase the number of higher paying jobs that may in- turn reduce the number of poverty-level families and strive to expand new economic opportunities to build a more equitable business climate in Boynton Beach. Through its partnering agencies and non- profits organizations, efforts will continue to support educational opportunities, promote programs that prepare the workforce for new, or career changing paths to financial independence and seek new Consolidated Plan BOYNTON BEACH 145 OMB Control No:2506-0117(exp.09/30/2021) Page 190 of 1598 businesses that will retain young local talented residents. Actions planned to develop institutional structure Boynton Beach will continue to work in partnership with local non-profit service providers and government agencies to deliver services to those in need. On-going efforts to review and assess the strengths and gaps in the current institutional structure will take place over the next one-year period and beyond. Adjustments, as necessary, will be made to improve results of the existing structure to produce better outcomes. Actions planned to enhance coordination between public and private housing and social service agencies The city undertakes a consultation process each year and invites comments/feedback from stakeholders within the housing and service delivery environs. Next steps will include developing a methodology to measure and collect data sufficient to assess the effectiveness of meeting client needs. Discussion: Affordable housing development requires multiple funding sources including the City's local funds, State dollars, federal funding, and available redevelopment property amassed by the City. To keep pace with the increasing demand for affordable housing and to balance development to ensure locational choice, continued federal and state funding is needed.The city received $547,207 in CDBG funding in Fiscal Year 2022. This allocation does not allow for a significant number of housing projects to occur due to the current spike in construction costs as a result of the COVID-19 pandemic. Consolidated Plan BOYNTON BEACH 146 OMB Control No:2506-0117(exp.09/30/2021) Page 191 of 1598 Program Specific Requirements AP-90 Program Specific Requirements—91.220(1) (1,2,4) Introduction: The following is a description of the plans and actions that the City of Boynton Beach will implement during the 2022-2023 Program Year for each federal program shown below to remain in compliance with the program specific requirements of HUD Community Planning and Development programs. Community Development Block Grant Program (CDBG) Reference 24 CFR 91.220(1)(1) Projects planned with all CDBG funds expected to be available during the year are identified in the Projects Table. The following identifies program income that is available for use that is included in projects to be carried out. 1.The total amount of program income that will have been received before the start $0 of the next program year and that has not yet been reprogrammed. 2.The amount of proceeds from section 108 loan guarantees that will be used $0 during the year to address the priority needs and specific objectives identified in the grantee's strategic plan. 3.The amount of surplus funds from urban renewal settlements. $0 4.The amount of any grant funds returned to the line of credit for which the planned $0 use has not been included in a prior statement or plan. 5.The amount of income from float-funded activities $0 Total Program Income: $0 Other CDBG Requirements 1.The amount of urgent need activities. $0 2.The estimated percentage of CDBG funds that will be used for activities that benefit persons of low and moderate income. Overall Benefit—A consecutive period of one, two or three years may be used to determine that a minimum overall benefit of 70%of CDBG funds is used to benefit persons of low and moderate income. Specify the years covered that include this Annual Action Plan. ONE YEAR - 100% Consolidated Plan BOYNTON BEACH 147 OMB Control No:2506-0117(exp.09/30/2021) Page 192 of 1598 Appendix A Public Notices Consolidated Plan BOYNTON BEACH 148 OMB Control No:2506-0117(exp.09/30/2021) Page 193 of 1598 i i The Palm Beach Dost P,alrn Beach Baily News I LOCAUG PROOF OF PUBLICATION STATE OF FLORIDA PUBLIC NOTICE Before the undersigned authority, personally appeared Teal Pontarelli,who on oath, says that he/she is a Legal Advertising Representative of The Palm Beach Post, a daily and Sunday newspaper, published in West Palm Beach and distributed in Palm Beach County, Martin County, and St. Lucie County, Florida; that the attached copy of advertising for a P-Main Legal ROP was published in said newspaper in issues dated:first date of Publication 02/24/2022 and last date of Publication 0212412022. or by publication on the newspaper's website. Affiant further says that the said The Palm Beach Post is a newspaper published in West Palin Beach, In said Palm Beach County, Florida and that the said newspaper has heretofore been continuously published in said Palm Beach County, Florida, daily and Sunday and has been entered as second class mail matter at the post office in West Palm Beach, in said Palm Beach County, Florida,for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that he/she has neither paid nor promised any person,firm or corporation any discount, rebate, commission or refund for the purpose of securing this advertisement for publication in said newspaper. BOYNTON BEACH; CITY OF PO BOX 310 BOYNTON BEACH, FL 33425 Invoice/Order Number: 0000685588 Ad Cost: $350.00 Paid: $0.00 Balance Due: $350.00 PIAr Signed y" (Legal Advertising Agent) Sworn or affirmed to,and subscribed before me,this 2nd day ofMareb 2022 in Testimony whereof,t have hereunto set my hand and affixed my official seal,the day and year aforesaid. APRIL J.CONWAY 'f s0M;;;t;/tut 0Nz5i Signed �� f� =EapdiesfleyY,R023 f' , •'A0�f� 80fId6d�YU Tf0�f111 hgCP�00r��fi,,.. Please see Ad on following page(s). Pad@0 2fbf 1598 BOYNTON BEACH;CITY OF PO BOX 310 t BOYNTON B EACH,FL 33426 tnvotcefOrder Number. 000069550a Ad Cost $350,00 Paid: 50.00 Balance Rue: $360.00 PUBLIC NOTICE I CITYOF BOYNTONSEACH COMMUNITYDEVELOPMENT BLOCK GRANT(CDOG) FISCAL.YEAR*2022-2026 CONSOLIDATED PLAN FISCAL YEAR 2022-2023 ANNUAL ACTION PLAN The City of Boynton BOneh Is an,,cntiticnwnt"community eligible to receive assistance from the U.S. Department of Mousing and Urban Development (HUD) through 1110 Contnwnily Development Block limit(CDFIG)Prouranrs.CDBO funds can be used for public services,affonlablc housing,public racilities and lafmatawture httpuoven,cnts,and econornic devclapment, Projects moat generally h0nofit low- and modctalc-inconto pcmuns.with at Icmt 7o%,of funding bencrnling households wills incenws at or below BO"/of the area median Incotno.The Consolidated Plan(Con plan)is a five-year vision and strulcgie plan of how these Rands will be used to help address the City's housing and community development needs. The Annual Action Plan (AAP)will describe how the City's annual allocation will be used to address the objcctivda and goals In the Con flan. Thasc plans will be submitted to rcccivc iIUO funds. As uwnduled by the Federal regulations al 24 CFR Past 91, the City Is starting u collubonnive and conitmunily planning process. The City will be conducting open rncclitsgs,onllne surveys,and a 317-day comment period Io solicit input an ionising and comnn,nity development needs,priorttics,and ilio use of program funds,Public input will be used to develop the PionK,anti public comnrc,rts aro filen lncotpota[t!d Into Ilse Con Plan and AAP. persons living or working in Boynton B00ch etc encouniged to attend and purticipalc in the meetings,review,comment on the dards and complete Iltu sarvcys. You are Invited to attend ilia public particlpatlen meeting at tlse Iloyntmt "cock City Commission Chamhem on Wednesday.Match 2.2022,at halo pm Please visit lite City's website at♦v •b o c . 'for up-lu-date infontrntion ami detailed instructions an circ place and nwiliodulogy for how the public meeling will be conducted. individuals will, disabilities or parsons with Lbolted English Proficiency raqulring �. auuilliry olds or services to pnrflclpat0 in the tnccl(ngs effectively should contact tine City by calling no later Ilion four(4)stays before the proccedings.'Pclepltono 561- 742-6359 for assislance. if the hearing Impalred, yogi can call our TDI) line at (561)742-6241 forassislance. VIIEA000996bbeel PaatMof 1598 rsis �1sSSS FE t March 30,202212:10pm CITY SEEKING INPUT ON CDBG PROGRAM HOME (/) I NEWS(/NEWS) I CITY SEEKING INPUT ON CDBG PROGRAM The City is seeking your input. Every five years, the City of Boynton Beach submits a Consolidated Plan to the United States Department of Housing and Urban Development (HUD) for the use of the Federal Community Development Block Grant (CDBG). We are currently preparing the FY 2022-2026 Consolidated Plan. The plan identifies housing and community development needs and sets the city's strategic objectives, goals, and activities to address those needs through CDBG funding from HUD. Then, for each year of the five-year period, the City must submit an annual action plan which outlines how the city will spend the federal funds it receives annually. Funds can be utilized for a wide range of activities including home repair, rental housing, homebuyer housing, public facilities and infrastructure improvements, slum and blight removal, public services, and economic development. Page 196 of 1598 City residents, business owners, landlords, and property owners are invited to participate. Help the City identify needs, set priorities, and determine how the funding will be allocated. Please click here to complete the survey (https://www.surveymonkey.com/r/JB9JFWG). Your responses will be anonymous. Questions? 561-742-6359. CATEGORY: Media Releases (/news?field tags=213) E na City Hall: 100 E. Ocean Ave. Boynton Beach, FL 33435 Phone: 561-742-6000 Contact City_( contact). TITLE VI Nondiscrimination Assurance (https://www.boynton-beach,org/sites/default/files/2021- 09/Title_VI_Nondiscrimination_Assurance.pdf) TITLE VI Nondiscrimination Policy& Plan (https://www.boynton-beach.org/sites/default/riles/2o21- 09/CBB_Title_VI—Attachment_Policy_and_Plan_for Sub_Recipients_in_the_FDOT_LAP.pdf) Flood Info (/flood) Jobs(/join-our-team) Public Records (/government/public-records) Town square (/town-square) SITEMAP (/sitemap) PRIVACY POLICY(/privacy-policy) Page 197 of 1598 ADA NOTICE Vada-notice) 02022 All Rights Reserved Page 198 of 1598 CD8,G PUBLIC PARTICIPATION MEETING HOME (/) 1 CDBG PUBLIC PARTICIPATION MEETING START DATE I TIME Wednesday, April 13, 2022 6:OOpm Add to Calendar UUTWX Online + City Hall Commission Chambers 100 E. Ocean Ave. Boynton Beach, FL 33435 CITY OF BOYNTON BEACH FINANCIAL SERVICES DEPARTMENT - COMMUNITY IMPROVEMENT DIVISION NOTICE OF PUBLIC INPUT MEETING Page 199 of 1598 Wednesday, April 13, 2022 at 6:00 pm. Commission Chambers at City Hall + Online 100 East Ocean Avenue, Boynton Beach, FL 33435 Virtual option meeting link: https://attendee.gotowebinar.com/register/7735488035419558672 (https://attendee.gotowebinar.com/register/7735488035419558672) Meeting Agenda: https://Ifpub.bbfl.us/WebLink/DocView.aspx? id=92029&d bid=0&repo=CityClerk (https://Ifpub.bbfl.us/WebLink/DocView.aspx? id=92029&d bid=0&repo=CityClerk) COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM FISCAL YEARS 2022-2026 CONSOLIDATED PLAN FISCAL YEAR 2022-2023 ANNUAL ACTION PLAN The City of Boynton Beach is an "entitlement" community eligible to receive assistance from the U.S. Department of Housing and Urban Development (HUD) through the Community Development Block Grant (CDBG) programs. CDBG funds can be used for public services, affordable housing, public facilities and infrastructure improvements, and economic development. Projects must generally benefit low- and moderate-income persons, with at least 70% of funding benefiting households with incomes at or below 80% of the area median income. The Consolidated Plan (Con Plan) is a five-year vision and strategic plan of how these funds will be used to help address the City's housing and community development needs. The Annual Action Plan (AAP) will describe how the City's annual allocation will be used to address the objectives and goals in the Con Plan. These plans will be submitted to receive HUD funds. Page 200 of 1598 As mandated by the Federal regulations at 24 CFR Part 91, the City is starting a collaborative and community planning process. The City will be conducting open meetings, online surveys, and a 30-day comment period to solicit input on housing and community development needs, priorities, and the use of program funds. Public input will be used to develop the Plans, and public comments are then incorporated into the Con Plan and AAP. Persons living or working in Boynton Beach are encouraged to attend and participate in the meetings, review, comment on the drafts and complete the surveys. You are invited to attend the public participation meeting at the Boynton Beach City Commission Chambers on Wednesday, April 13. 2022, at 6:00 pm. Please visit the City's website at www.boynton-beach.org (http://www.boynton-beach.org) for up-to-date information and detailed instructions on the place and methodology for how the public meeting will be conducted. Individuals with disabilities or persons with Limited English Proficiency requiring auxiliary aids or services to participate in the meetings effectively should contact the City by calling 561-742-6241 no later than four (4) days before the proceedings. An ASL interpreter will be provided on GoToWebinar for the virtual option. CONTACT PHONE 561-742-6359 (tel:561-742-6359) CONTACT EMAIL RamirezR@bbfl.us (mailto:RamirezR@bbfl.us) Page 201 of 1598 CATEGORY: Meetings (/events/list?field tags target_id=191) Public Notices (/events/list?field_tags target_id=673) Church Boynton Besah Y �I C City f Boynton Beady "$ Bgfl Ve It best ''., so{ Boynton Beach City Wavy Ave9 Ave SW�st Ave SE t ca .{gl (haps://maps.googl�eportr�oft��tB56f'+BI��6i�af�;Y®fd�GI�SY��9i�M1�'�ibh�epi0B�1 E1n 1!1267?souarce=a�i�lippl�i� 2 x City Hall: 100 E. Ocean Ave. Boynton Beach, FL 33435 Phone: 561-742-6000 Contact City_( conta ). TITLE VI Nondiscrimination assurance (https://www.boynton-beach.org/sites/default/files/2021- 09/Title_VI_Nondiscrimination_Assurance.pdf) TITLE VI Nondiscrimination Policy&Plan (https://www.boynton-beach.org/sites/default/files/2021- 09/CBB_Title_VI-Attachment_Pol icy and_Plan for_Sub_Pecipients_in_the_FDOT_LAP.pdf) Flood Info (Mood) Page 202 of 1598 Jobs(/join-our-team) Public Records(/government/public-records) Town Square (/town-square) SITEMAP (/sitemap) PRIVACY POLICY(/privacy-policy) ADA NOTICE Vada-notice) ©2022 All Rights Reserved Page 203 of 1598 LOCAUG The Gainesville Sun I The Ledger DailyCamn3erclal IOcala StarElanner PO Box 631244 Cincinnati, OH 45263-1244 News Chief I Heratd Tribune News herald I The Palm Beach Post Northwest Florida Daily News PROOF OF PUBLICATION Boynton Beach;City Of PO BOX 310 BOYNTON BEACH FL 33425 STATE OF FLORIDA,COUNTY OF PALM BEACH The Palm Beach Post,a daily newspaper printed and published in the city of West Palm Beach and of general circulation in Palm Beach,Martin,Okeechobee and St Lucie Counties,Florida;and personal knowledge of the facts herein state and that the notice hereto annexed was Published in said newspapers in the issues dated or by publication on the newspaper's website,if authorized, on: 04/08/2022 and that the fees charged are legal. Sworn to and subscribed before on 04/08/2022 ' Lei ` Cle Notary,Sta o WI,County My commision expires Publication Cost: $280.00 Order No: 7074613 #of Copies: Customer No: 730348 _1 PO#: THIS IS NOT AN INVOICE! Please do not use this form for payment remittance. VICKY FEL.TY Notary Public State of Wisconsin Pagel of 1 Page 204 of 1598 PUBLIC NOTICE CITY OF BOYNTON BEACH COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) FISCAL YEARs 2022-2026 CONSOLIDATED PLAN FISCAL YEAR 2022-2023 ANNUAL ACTION PLAN The City of Boynton Beach is an "entitlement" community eligible to receive assistance from the U.S. Department of Housing and Urban Development (HUD) through the Community Development Block Grant (CDBG) programs. CDBG funds can be used for public services, affordable housing, public facilities and infrastructure improvements, and economic development. Projects must generally benefit low- and moderate-income persons, with at least 70% of funding benefitting households with incomes at or below 80% of the area median income. The Consolidated Plan (Con Plan) is a five-year vision and strategic plan of how these funds will be used to help address the City's housing and community development needs. The Annual Action Plan (AAP) will describe how the City's annual allocation will be used to address the objectives and goals in the Con Plan. These plans will be submitted to receive HUD funds. As mandated by the Federal regulations at 24 CFR Part 91, the City is starting a collaborative and community planning process: The City will be conducting open meetings, online surveys, and a 30-day comment period to solicit input on housing and community development needs, priorities, and the use of program funds. Public input will be used to develop the Plans, and public comments are then incorporated into the Con Plan and AAP. Persons living or working in Boynton Beach are encouraged to attend and participate in the meetings, review, comment on the drafts and complete the surveys. You are invited to attend the public participation meeting at the Boynton Beach City Commission Chambers on Wednesday, April 13, 2022, at 6:00 pm. Please visit the City's website at www.bo Vinton-beach.or , for up-to-date information and detailed instructions on the place and methodology for how the public meeting will be conducted. Individuals with disabilities or persons with Limited English Proficiency requiring auxiliary aids or services to participate in the meetings effectively should contact the City by calling no later than four (4) days before the proceedings. If hearing impaired, you can call (561) 742-6241 for assistance. For general information about the meeting please call (561) 742-6359. WE-29409355 r r Y- I April 1,2022 9:30am CITY TO ACCEPT CDBG APPLICATIONS BEGINNING APRIL 14 HOME(/) / NEWS(/NEWS) 1 CITY TO ACCEPT CDBG APPLICATIONS BEGINNING APRIL 14 The City hereby announces that it will be accepting CDBG applications for funding for Public Services Activities for the FY 2022 from eligible non- profit organizations beginning April 14, 2022. Applications will be available online (http://www.boynton-beach.org/cdbg). The City of Boynton Beach (the City) is an entitlement community eligible to receive assistance under the U.S. Department of Housing and Urban Development (HUD) block grant programs. Per federal regulations at 24 CFR, Part 91, the City is preparing a draft Annual Action Plan (AAP) for its FY 2022 CDBG Program funds and will submit its AAP to HUD by August 16, 2022. This document is a requirement for direct assistance under HUD funding programs. The proposed FY 2022 AAP is a component of the 2022- 2026 Consolidated Plan that identifies resources and strategies to assist in meeting the housing and community development needs of primarily Ir to-moderate-income residents and areas. Page 206 of 1598 The City expects to receive approximately $582,000 in CDBG funding for FY 2022. Community Proposed Activities to be Funded: Planning and Administration up to 20% (Approximately $116,400) • Public Services up to 15% (Approximately $87,300) • Other Eligible Needed Activities 65% (Approximately $ 378,300) CDBG funding must primarily benefit low and moderate-income residents and areas. Eligible Public Services activities include, but not limited to Educational Programs, Services for Senior Citizens, Services for Homeless Persons, Drug Abuse Counseling and Domestic Violence Prevention Programs. All CDBG Applications must be submitted with one (1) original hard copy and one (1) electronic copy in accordance with the standard application package. The Community Improvement Division must receive all completed CDBG Applications no later than 4:30 p.m. Friday, May 20, 2022. Any CDBG applications received after this date and time will not be considered for funding. For questions or additional information, call 561-742-6359. CATEGORY: Media Releases (/news?field tags=213) k _ - City Hall: 100 E. Ocean Ave. Boynton Beach, FL 33435 Phone: 561-742-6000 Contact,Cit y_( contact). Page 207 of 1598 TITLE VI Nondiscrimination Assurance(https://www.boynton-beach.org/sites/default/files/2021- 09/Title_VI.-Nondiscrimination_Assurance.pdf) TITLE VI Nondiscrimination Policy&Plan (https://www.boynton-beach.org/sites/default/files/2021- 09/CBB_Title_VI—Attachment_Policy_and_Plan_for_Sub_Recipients_in the_#=DOT_LAP.pdfa Flood Info(/flood) Jobs(/join-our-team) Public Records(/govern ment/public-records) Town Square (/town-square) SITEMAP (/sitemap) PRIVACY POLICY(/privacy-policy) ADA NOTICE (/ada-notice) 02022 All Rights Reserved Page 208 of 1598 CDBG PUBLIC NOTICE - FY 2022-2026 CONSOLIDUED PLAN & FY 2022' ANNUAL ACTION PLAN HOME (/) / CDBG PUBLIC NOTICE - FY 2022-2026 CONSOLIDATED PLAN & FY 2022 ANNUAL ACTION PLAN START DATE I TIME Tu esd ay, J u ly 19, 2022 6:00pm Add to Calendar LOCATION City Hall Commission Chambers 100 E. Ocean Ave. Boynton Beach, FL 33435 CITY OF BOYNTON BEACH, FL DEPARTMENT OF FINANCIAL SERVICES FY 2022-2026 Consolidated Plan & FY 2022 Annual Action Plan 30-day Comment Period -June 21 to July 20, 2022 As an "entitlement" community, the City of Boynton Beach (City) receives an annual allocation of formula block grant funding of Community Development Block Grant (CDBG) from the U.S. Department of Housing Page 209 of 1598 and Urban Development (HUD). As such, the City must develop a five-year Consolidated Plan for housing and community development activities, and an Annual Action Plan for use of these funds annually. The city has completed its FY 2022-2026 Consolidated Plan and its first year Annual Action Plan for FY 2022 and is required to give Boynton Beach community members the opportunity to provide comments on the draft of both plans. It is estimated that the City will receive $2.7 million in CDBG funds over the five years of the Consolidated Plan. For FY 2022, the City will receive $547,207 in CDBG funds. CDBG funds can be used to develop a stronger community by providing decent housing, creating suitable living environments, and expanding economic opportunities, principally for people of low and moderate incomes. The Plans will be submitted to HUD by August 15, 2022. The projected use of funds for FY 2022 and the five-year period are provided below. The Plans will be submitted to the City Council for approval on July 19, 2022, at 6:00 pm. No. Activity Funding Allocation Funding Allocation FY 2022 FY 2022-2026 One Year Actual 5 Years Estimated 1 CDBG Program Administration $109441 $547,205 (no more than 20%) 2 CDBG Public Services -- Non-profit Organizations $400,000 Page 210 of 1598 (no more than 15%) • Pathways to Prosperity, Inc. $55,000 • Alzheimer's Community Care, Inc. $25,000 3 CDBG Public Improvement -Purchase of Fire Equipment $231,930 CDBG Public Improvements in a principally low-income area. $125,836 $ 1,788,830 CDBG Total Uses $5479207 $2.736,035 CDBG Entitlement Funding $547207 $2,736,035 CDBG Program Income $0 $0 CDBG Total Sources $547,207 $2,736,035 A draft copy of the City's FY 2022-2026 Consolidated Plan and FY 2022 Annual Action Plan will be available to the public starting on June 21, 2022 until July 20,2022, in the City's Community Improvement Division and at Page 211 of 1598 the Public Library at 100 E. Ocean Avenue, Boynton Beach, FL 33435 for a 30-day comment period. Persons wishing to comment on the plan may submit written comments no later than July 20, 2022, to: Financial Services Department Community Improvement Division Attn: RJ Ramirez, Community Improvement Manager 100 E. Ocean Avenue Boynton Beach, FL 33425 Email: ramirezr@bbfl.us (mailto:ramirezr@bbfl.us) IF REQUESTED THIS DOCUMENT CAN BE PROVIDED IN AN ALTERNATIVE FORMAT OR LANGUAGE. ACT PHONE 561-742-6359 (tel:561-742-6359) COWAff EMAIL RamirezR@bbfl.us (mailto:RamirezR@bbfl.us) CATEGORY: Meetings (/events/list?field tags_target_id=191) Public Notices (/events/list?field tags-target_id=673) rn Page212 of 1598 st Ave NW 1 st Ave NW 9 st Ave NE I at y First LInIted ti re!,'I Church Boynton Ch Schoolhouse -. Children's , �v exhibit;,,fat kids SE I Cfty of Boynton 13� a ti (httpsa/maps.googlieporti,�rf��MoP.��8896y�8(�4i� b�d ��iepB�if�gapiQ(i�1!9re1!12b1?source=a�i1!3�rppy� 2 r ,3 City Hall: 100 E. Ocean Ave. Boynton Beach, FL 33435 Phone: 561-742-6000 Contact City_( contact). TITLE V! Nondiscrimination Assurance (https://www.boynton-beach.org/sites/default/files/2021- 09/Title_VI_Nondiscrimination_Assurance.pdf) TITLE VI Nondiscrimination Policy& Plan (https://www.boynton-beach.org/sites/default les/2021- 09/CBB_Title_VI_Attachment_Policy_and_Pla n_for-Sub_Reci pients_in_the_FDOT_L4P.pdf) Flood Info (/flood) Jobs (/join-aur-team) Public Records (/government/public-records) Town Square (/town-square) SITEMAP (/sitemap) PRIVACY POLICY(/privacy-policy) ADA NOTICE (/ada-notice) ©2022 All Rights Reserved Page 213 of 1598 LOCALIQ The calnesvllle sun I The ledger Dally eorrWnercfa!I Ocala StarBanner PO Box 631244 Cincinnati OH 45263-1244 News Chief I Herald-Tribune , Nawrs Harald I The palm Beach post Northwest Florida Dally hews PROOF OF PUBLICATION Boynton Beach;City Of Boynton Beach;City Of PO BOX 310 BOYNTON BEACH FL 33425 STATE OF FLORIDA,COUNTY OF PALM BEACH The Palm Beach Post,a daily newspaper printed and published In the city of West Palm Beach and of general circulation in Palm Beach,Martin,Okeechobee and St Lucie Counties,Florida;and personal knowledge of the facts hereln state and that the notice hereto annexed was Published in said newspapers In the issues dated or by publication on the newspaper's website,if authorized, on: 0&12112022 and that the fees charged are legal. 5wom to and subscribed before on 06/21/2022 �.PI/d Legal Clerk Notary,State of WI,County it My commision expires Publication Cost: $690.08 Order No: 7432098 #of Copies: Customer No: 730348 1 PO#: THIS IS NOT AN INVOICE f Please do not use this form forpaymenl remillonce. VICKY FELTY Notary Public State of WISCOnsln C Pagel of i Page 214 of 1598 iso CITY OF BOYNTON BEACH,FL DEPARTMENT OF FINANCIAL SERVICES FY 2022-2026 Consolidated Plan&FY 2022-2023 Annual Action Plan 30-day Comment Period-June 21 to July 20,2022 As an"entitlement"community,the City of Boynton Beach(City)receives an annual allocation of formula block grant funding of Community Development Block Grant (CDBG) from the U.S. Department of Housing and Urban Development (HUD). As such, the City must develop a five-year Consolidated Plan for housing and community development activities,and an Annual Action Plan for use of these funds annually.The city has completed lis FY 2022-2028 Consolidated Plan and its first year Annual Action Plan for FY 2022 and is required to give Boynton Beach community members the opportunity to provide comments on the draft of both plans. it Is estimated that the City will recelve$2.7 million in CDBG funds over the five years of the Consolidated Plan. For FY 2022,the City will receive$547,207 In CDBG funds.CDBG funds can be used to develop a stronger community by providing decent housing, creating suitable living environments, and expanding economic opportunities,principally for people of low and moderate incomes. The Plans will be submitted to HUD by August 15, 2022. The projected use of funds for FY 2022 and the five-year period are provided below.The Plans will be submitted to the City Council for approval on July 19,2022, at 6:00 pm. • d 1 CDBG Program Adminlstratlon(no $109,441 $547,205 more than 20%) 2 $400,000 CDBG Public Services-Non-profit Organizations(no more than 15%) $55,000 •Pathways to Prosperity,Inc. •Alzhelmev's Community Care,Inc. $25,000 3 CDBG Public improvement- $231,930 Purchase of Fre Equipment $1,788,830 CDBG Public Improvements In a $125,835 principally low-income area. CDBG Total Uses $647,207 $2,736,035 CDBG Entitlement Funding $547,207 $2,736,035 CDBG Program income $0 $0 CDBG Total Sources $5447,207 $2,736,035 A draft copy of the City's FY 2022-2026 Consolidated Plan and FY 2022 Annual Action Plan will be available to the public starting on June 21, 2022 until July 20,2022, in the City's Community Improvement Division and at the Public Library at 100 E.Ocean Avenue,Boynton Beach,FL 33435 for a 30-day comment period. Persons wishing to comment on the plan may submit written comments no later than July 20,2022,to: Financial Services Department Community Improvement Division Attn:RJ Ramirez,Community improvement Manager 101 E.Ocean Avenue Boynton Beach,FL 33425 Email:ramirezr0bbfl.us IF REQUESTED THIS DOCUMENT CAN BE PROVIDED IN AN ALTERNATIVE FORMAT OR LANGUAGE. Page 215 of 1598 weaosasraa OMB Number,4040.0004 Expiration Date:92131/2022 Application for Federal Assistance SF-424 "1.Type of Submission: '2.Type of Application: *If Revision,select appropriate letter(s): Preapplication ®New ®Application ❑Continuation `Other(Specify): Changed/Corrected Application ❑Revision '3.Date Received: 4.Applicant Identifier 5a.Federal Entity Identifier. 5b.Federal Award Identifier: State Use Only: - B.Date Received by State: 7.State Application Identifier. ®I 8.APPLICANT INFORMATION: `a.Legal Name City of Boynton Beach c as 1 'b.Employerlraxpayer identification Number(EINITIN): *a UEI: 59-6000262 FYYMUAVJDKC6 J _- uuat d.Address: "Streetl: 100 East Ocean Avenue Street2: *City Boynton Beach ....' County/Parish: Palm Beach : *State: AFL Florida Province: *Count -� rY USA. UNITED STATES 'Zip/Postal Code: 33435-0310 e.Organizational Unit: Department Name: Division Name: Financial Services Department Community Improvement Division f.Name and contact information of person to be contacted on matters involving this application: Prefix: Mr. *First Name: R� Middle Name *Last Name Ramirez Suffix: ��......._ Title: Community Improvement Manager Organizational Affiliation: *Telephone Number: 1561-742-6359 Fax Number. *Email Aramirezr@bbfl.us Page 216 of 1598 Application for Federal Assistance SF-424 9.Type of Applicant 1:Select Applicant Type: City or Township Government Type of Applicant 2:Select Applicant Type: 1-1-1.......... Type of Applicant 3:Select Applicant Type: . ............... Other(specify): 10.Name of Federal Agency: United States Department of Housing and Urban Development 11.Catalog of Federal Domestic Assistance Number: F—--— --------"I'll,","'--] 14-218 CFDA Title: CDBG 12.Funding Opportunity Number: IB-22-MC-12-0043 Titlw —---------- �JCommunity Development Block Grant 13.Competition Identliffication Number E:�---------------7........ .........- Title: F............................... I ............ ............. 14.Areas Affected by Project(Cities,Counties,States,etc.): .......... V, 15.Descriptive Title of Applicant's Project: . ................. ........ Development Block Grant FY 2022 -- ----------- Attach supporting documents as specified in agency instructions. Page 217 of 1598 Application for Federal Assistance SF-424 16.Congressional Districts Of: a.Applicant b.Program/Project ............ Attach an additional list of Program/Project Congressional Districts if needed. .......... 17.Proposed Project: 'a.StartDate: [10=/01/2022 b.End Date: 18.Estimated Funding .......... •a.Federal 547,207.00i •b.Applicant •c.State •d.Local *e.Other •f. Program Income •g.TOTAL 547,207.00 19.Is Application Subject to Review By State Under Executive order 12372 Process? E] a.This applicallion was made available to the State under the Executive Order 12372 Process for review on b.Program I-.subject to E.O.12372 but has not been selected by the State for review. c.Program is not covered by E�O.12372. 20.Is the Applicant Delinquent On Any Federal Debt? (if"Yes,"provide explanation in nt) D Yes N No If"Yes",provide explanation and attach 7 z'-1711 E� Off ———------------- 21.*By signing this application,I certify(1)to the statements contained in the list of certifications:"and(2)that the statements herein are true, complete and accurate to the best of my knowledge. I also provide the required assurances:k* and agree to comply with any resulting terms if I accept an award.I am aware that any false,fictitious,or fraudulent statements or claims may subject me to criminal,civil,or administrative penalties.(U.S.Code,Title 218,Section 1001) M —I AGREE **The list of certifications and assurances, or an Internet site where you may obtain this list, is contained in the announcement or agency specific instructions. Authorized Representative: ............ Prefix: r First Name: James Middle Name: --—------------- Last Name: ��ble Suffix: —-—----------------- TrUe: y Manager Fit�ri- cit *Telephone Number. =561- F 2-6010 ax Number: .............. *Email: IStablesJ@bbf 1,US Signature of Authorized Representative� Date Signed: Page 218 of 1598 CERTIFICATIONS In accordance with the applicable statutes and the regulations governing the consolidated plan regulations, the jurisdiction certifies that: Affirmatively Further Fair Housing--The jurisdiction will affirmatively further fair housing. Uniform Relocation Act and Anti-displacement and Relocation Plan--It will comply with the acquisition and relocation requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,as amended, (42 U.S.C. 4601-4655)and implementing regulations at 49 CFR Part 24.It has in effect and is following a residential anti-displacement and relocation assistance plan required under 24 CFR Part 42 in connection with any activity assisted with funding under the Community Development Block Grant or HOME programs. Anti-Lobbying--To the best of the jurisdiction's knowledge and belief. 1. No Federal appropriated funds have been paid or will be paid,by or on behalf of it,to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement,and the extension, continuation,renewal, amendment,or modification of any Federal contract, grant, loan, or cooperative agreement; 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal contract,grant,loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and 3. It will require that the language of paragraph 1 and 2 of this anti-lobbying certification be included in the award documents for all subawards at all tiers(including subcontracts,subgrants, and contracts under grants,loans, and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. Authority of Jurisdiction--The consolidated plan is authorized under State and local law(as applicable) and the jurisdiction possesses the legal authority to carry out the programs for which it is seeking funding, in accordance with applicable HUD regulations. Consistency with plan--The housing activities to be undertaken with Community Development Block Grant,HOME,Emergency Solutions Grant,and Housing Opportunities for Persons With AIDS funds are consistent with the strategic plan in the jurisdiction's consolidated plan. Section 3--It will comply with section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u)and implementing regulations at 24 CFR Part 75. Signature of Authorized Official Date Interim City Manager Title Page 219 of 1598 Specific Community Development Block Grant Certifications The Entitlement Community certifies that: Citizen Participation--It is in full compliance and following a detailed citizen participation plan that satisfies the requirements of 24 CFR 91.105. Community Development Plan--Its consolidated plan identifies community development and housing needs and specifies both short-term and long-term community development objectives that that have been developed in accordance with the primary objective of the CDBG program(i.e.,the development of viable urban communities, by providing decent housing and expanding economic opportunities,primarily for persons of low and moderate income)and requirements of 24 CFR Parts 91 and 570. Following a Plan--It is following a current consolidated plan that has been approved by HUD. Use of Funds--It has complied with the following criteria: 1.Maximum Feasible Priority. With respect to activities expected to be assisted with CDBG funds,it has developed its Action Plan so as to give maximum feasible priority to activities which benefit low-and moderate-income families or aid in the prevention or elimination of slums or blight.The Action Plan may also include CDBG-assisted activities which the grantee certifies are designed to meet other community development needs having particular urgency because existing conditions pose a serious and immediate threat to the health or welfare of the community,and other financial resources are not available(see Optional CDBG Certification). 2. Overall Benefit.The aggregate use of CDBG funds, including Section 108 guaranteed loans, during program year(s) F Y 2.0,22_ P.[a period specified by the grantee of one, two, or three specific consecutive program years], shall principally benefit persons of low and moderate income in a manner that ensures that at least 70 percent of the amount is expended for activities that benefit such persons during the designated period. 3. Special Assessments.It will not attempt to recover any capital costs of public improvements assisted with CDBG funds,including Section 108 loan guaranteed funds,by assessing any amount against properties owned and occupied by persons of low and moderate income, including any fee charged or assessment made as a condition of obtaining access to such public improvements. However,if CDBG funds are used to pay the proportion of a fee or assessment that relates to the capital costs of public improvements(assisted in part with CDBG funds)financed from other revenue sources, an.assessment or charge may be made against the property with respect to the public improvements financed by a source other than CDBG funds. In addition, in the case of properties owned and occupied by moderate-income(not low-income) families,an assessment or charge may be made against the property for public improvements financed by a source other than CDBG funds if the jurisdiction certifies that it lacks CDBG funds to cover the assessment. Excessive Force--It has adopted and is enforcing: 1.A policy prohibiting the use of excessive force by law enforcement agencies within its jurisdiction against any individuals engaged in non-violent civil rights demonstrations; and 2.A policy of enforcing applicable State and local laws against physically barring entrance to or exit from a facility or location which is the subject of such non-violent civil rights demonstrations within its jurisdiction. Page 220 of 1598 Compliance with Anti-discrimination laws--The grant will be conducted and administered in confom-iity with title VI of the Civil Rights Act of 1964(42 U.S.C. 2000d)and the Fair Housing Act(42 U.S.C, 3601-3619)and implementing regulations. Lead-Based Paint--Its activities concerning lead-based paint will comply with the requirements of 24 CFR Part 35, Subparts A,13,J,K and R. Compliance with Laws--It will comply with applicable laws. Signature of Authorized Official Date Interim City Manager Title Page 221 of 1598 APPENDIX TO CERTIFICATIONS INSTRUCTIONS CONCERNING LOBBYING CERTIFICATION: Lobbying Certification This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352,title 31,U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. Page 222 of 1598 if 14 �f 1h ' y r How to Submit BOYNTON B E A C H I Fiscal Year 2022 (October 1,2022 to Septermber 30, 2023) COMMUNITY L T BLOCK GRANT ( ) Not-For-Profit Subrecipient Grant Application SUBMISSION DEADLINE May 20, 2022, no [arae than -30P (Hard copy andlor a Digital/Electronic Copy "ir City of Boyntonch �Iornmunfty improvement Division 100 East Ocean Ptare nue Boyntoln Beach, FL 33435 (No applications will be accepted ater.4:30PM on May 20,2022) FOR MORE INFORMATION OR QUESTIONS, PLEASE CONTACT: CITY OF BOYNTON BEACH RJ Ramirez,Community Improvement Manager COMMUNITY IMPROVEMENT DIVISION 900 East Ocean Avenue Boynton Beach,Florida 33435 ramlrezr@bbfl.us 561-742-6359 Page 223 of 1598 Action History (UTC-05:00)Eastern Time(US&Canada) by Anonymous User 5/17/2022 5:06:30 PM(CDBG Form Submitted) 'Initial Review'assigned to Ramirez, RJ 5/17/2022 5:06:37 PM Page 224 of 1598 Checklist ................ Agency Name* Alzheimer's Community Care, Inc. Projects Family Nurse Navigator&ID Locator APPLICATION Submit Hard Copy and a Digital/Electronic Application Application is signed and dated by Director, and Board Chairperson. 501(c)(3)is aflached(Not-For-Profit Status) City of Boynton Beach Business Tax Receipt attached(if applicable). Board Member list. Copy of latest audit. All funding sources for this project identified. ADDITIONAL ATTACHMENTS Attachment I Agency Articles of Incorporation,Agency By-laws,and Tax documents submitted to the internal Revenue Service(IRS), ACC By-Laws 03.24.22-Approved and Signed pdf 765.08KB Articles of Incorporation-ACC.pdf 173.84KB 2020 990 Corporation.pdf 5.6MB IRS Determination Letter.pdf 43.09KB ACC-Audited FS 2021 -without compliance.pdf 329-84KB Attachment 2 Copies of current license(s)needed to operate(as applicable to the funded activity))including City of Boynton Beach Business Tax Receipt(if applicable). Wellington-Effective 10.11.2021-10A0.2023.pdf 787.19KB West Lake Worth ARCA License-Effective 787,74KB 12.16.2021 - 12A5.2023.pdf Delray Beach-Effective 04.25.2022-04.24.2024 pdf 738.31KB Attachment 3 Documentation of all additional funding sources for program(s)/project(s)listed in application(if applicable). Additional Funding Sources.pdf 561.08KB Attachment 4 A description/schedule of fees charged to the targeted beneficiaries of the programs/services/facilities to be funded(if applicable) Attachment 5 A job description for each position for which funds are being requested(explain role/responsibilities within each program/project and explain salary increases request if higher than amount refunded last year)(if applicable)) Director of ID Locator Program rev January 2020.pdf 176.77KB Family Nurse Navigator-LPN.pdf 96.82KB Family Nurse Navigator-RN.pdf 115.79KB Attachment 6 501 (c)(3)documents Attachment 7 Audit documents Page 225 of 1598 Attachment S Board Member List Page 226 of 1598 Affirmations ............ .............. Certifications and Affirmations V I certify that I am authorized to submit this application on behalf of the applicant agency. V I affirm that the award and payment of grant funds are subject to the sole and absolute discretion of the City of Boynton Beach City Commission without recourse.By submitting this I I application,I waive any and all claims related to the City of Boynton Beach CDBG Program and specifically agree to indemnify and hold the City,its employees,officers,agents,and representatives harmless from any and all claims which may be in any way related to any City of Boynton Beach CDBG Program award,payment,and/or denial, 6/ 1 certify that my agency was established and operating in the City of Boynton Beach on or before October 1,2019. V If funded,I affirm the applicant agency will continue service operations in the City of Boynton Beach. ✓ I affirm that the tax documents provided in this application are identical to those submitted to the Internal Revenue Service. V I acknowledge that,funds are distributed by reimbursement only. If this grant is approved, any amount my agency receives may be considered taxable income by the Internal Revenue Service. ✓ I acknowledge that,if this grant application is approved,the City of Boynton Beach and Representatives of HUD,the Inspector General,and the General Accounting Office shall have access to all books,accounts,records,reports,files,and other papers,or property pertaining to the administration,receipt and use of CDBG funds necessary to facilitate such reviews and audits,as applicable and described under 24 CFR§570.490(c). V, 1 acknowledge that,all records relating to the City of Boynton Beach CDBG Program,including supporting documentation,shall be retained for the greater of three years from closeout of the grant to the City,as described under 24 CFR§570.490(d),unless there is litigation,claims, audit,negotiation,or other actions involving the records,in such case,the records must be retained until completion of the action and resolution of all issues. V I acknowledge that,if this grant application is approved,my name,my agency name,and my grant award amount may be made public by the City of Boynton Beach. V I acknowledge that,if this grant application is approved, my agency will be subject to Florida Sunshine Law,FL State Statute 119.0701 I agree that an electronic signature, may substitute for the original signature and shall have the same legal effect as the original signature. Full Name's Christine DeIGu7-z1 Applicant Signature* Title Director of Grants Date* 5/17/2022 Page 227 of 1598 Application FY 2022 FUNDING REQUEST (October 1,2022-September 30,2022) To 5UbrA,@.n_application,complete A—G,Attachments 1-5(if applicable)and any other items requested. Do not include any items that are not requested.Submit a Hard copy and/or a digital/electronic copy to RJ Ramirez,Community Improvement Manager(r rt_i q rtr tbfi.us)Community Improvement Division, 900 East Ocean Avenue, Boynton Beach, FL 33435 by 4:30pm,May 20, X022. Please review the CDBG Program Subrecipient information and Guidelines, available at CDBG I City of Boynton Beach(boyntcn-beac ,org) information,including the application process, reporting requirements,goals and fimelines.For assistance, please call the Community Improvement Division at 561- 742-6359. A. GENERAL INFORMATION Applicant Name* Alzheimer's Community Care, Inc. Tax Exempt Status* ,, Non-Profit Unique Entity ID# 31-1481653 Per 2CFR Chapter I Part 26 and the Office of Management and Budget guidance on Federal Funding Accountability and Transparency Act(FFATA)Subaward and Executive Compensation Reporting issued on August 27,2010,each prime grant recipient may make subawards only to entitles that have Unique Entity ID(SAM)s. Name of Project* Family Nurse Navigator&ID Locator Service Area or Location of Boynton Beach Project Contact Person Mary M.Bames (Preferably Pres./Director) Title President&CEO Email mbarnes@alzcare.org Mailing Address Sheet Address 800 Northpoint Parkway,Suite 101-B Address Line 2 City State 1 Province 1 Region West Palm Beach FL Postal 1 Zip Code Country 33407 USA I Telephone Fax 561-683-2700 Additional Contact Christine DelGuzzi Person (Preferably Person responsible for preparing reports) Title Director of Grants Alternate Email cdeiguzzi@alzcare.org Page 228 of 1598 Mailing Address Street Address 800 Northpoint Parkway, Suite 101-B Address Line 2 City State!Province 1 Region West Palm Beach FL Postal/Zip Code Country 33407 USA Telephone Fax 561-683-2700 Grant Request Grant Request Activity Area(choose one): Activity Area Homeless Prevention Services Public Safety/Crime Prevention Senior Services Domestic Violence Prevention Economic Development Educational Program Other Funds Requested* Amount of Funds Requested for Project: $25,000 Matching Funds., Amount of Matching Funds for Project: $285,000 Matching Funds Type Cash a Other Grants Donations Other Identify Source of Private Foundations,United Way, Individual Donations Additional Funding COST- TotalCDBG Funds Total CDBG Funds Requested Requested $25,000 Units Served Total Unduplicated Units Served 300 Explanation Explain how the Total Unduplicated Units Served is detemined, The Family Nurse Navigator program will provide services to 230 individuals residing in Boynton Beach(115 patients/115 caregivers).The ID Locator Service will provide 70 individuals(35 patients/35 caregivers)residing in Boynton Beach. Average Cost Per CDBG Average Cost Per Unit(Total Funds RequesledlUnduplicated Units Served) Unit $83.33 TOTAL J CT COST INCLUDING O FUNDING: Total Project" Total Project $889,869 Units Served Total Unduplicated Units Served 3475 Page 229 of 1598 Explanation* Explain how the Total Unduplicated Units Served is detemined. Patients: 1809 Caregivers: 1666 Average Cost Per TOTAL Average Cost Per Unit(Total Funds Requested/Unduplicated Units Served) Unit $266,077 Project' Is this Project? A new service;or A quantifiable increase in the level of an existing service which has been provided by the grantee on its behalf through State or local government funds in the 12 months preceding the submission of the grantee's Consolidate d Plan Annual Action Plan I Received Funding Has the applicant received or will receive other Federal,State or local government funds for the proposed project(s)for which the applicant is requesting CDBG funds? ® Yes No Funding Source If Yes,what is the funding source? Stale of Florida, Department of Justice Funding Amount How much? $3,160,000(if State budget is signed without changes) Project without Could this project occur without these funds? Funds" Yes s No Project Will this project continue after CDBG funding ends? Continuation c yes No Project Continuation If Yes,describe how the applicant wilt guarantee the sustainability of the project/program after Guarantee CDBG funds have been spent. Funding will be sourced via grants from private foundations. B. PROPOSED PROJECT Project Description In five sentences concisely describe your project.This description will be used in future publications should your application be approved. The Family Nurse Navigator(FNN,formerly known as Family Nurse Consultant/FNC program)program is the portal through which families access dementia-specific services and resources. It is an essential component of a comprehensive,family-centered model of care for families living with Alzheimer's Disease. Family Nurse Navigators work directly with caregivers and patients, providing emotional support,disease education, practical guidance,and connections to community resources throughout all stages of the disease. For patients at risk of wandering,Family Nurse Navigators link families to Alzheimer's Community Care's ID Locator Services,a complementary service that relies on radiofrequency devices worn by patients and coordinated search and rescue efforts involving SafetyNet and local law enforcement. Both services are critical in keeping families together,at home and in the community,thus avoiding nursing home placement. C. STRATEGY Public Service Pick ONE STRATEGY that best describes your project and provide number of units tha will be served under this program Page 230 of 1598 Specific Objective Specification Strategy Number of Units Homeless Prevention Services Public Safety/CdmePmevemion � Domestic Violence Prevention | Senior Services Elderly Yes Persons 300 / households | | � YouthPmgrams Educational Program<epmcny> Other(specify | | D. PROJECT SUMMARY � �� ........�� . . �� The City is responsible for ensuring that the United States Department ofHousing and Urban Development(HUD)funds are used in accordance with all CDBG program requirements, that performance and goals will b*achieve and that the all | funded projects will be incompliance with all applicable federal regulations, / Please provide adetailed description of: | 1. The scope ofservices ufthe proposed project/activity tobofunde�indudingap|anofocxionexp|oin|n�in�e��U / | how the agency(and who,specifically)will implement the activity(i.e.,intake procedures,collect required | \ documentation,reimbursement request,progress reports,end ufthe year report,em.). 2. On average how many individuals are or will be receiving assistance per month? | 3. What documentation/data was used bodetermine the need for this type oyprogram? � u. How duyou evaluate the overall effectiveness ofthe program? 5. How this activity relates tnthe overall organizational structure? G. 8every specific how the CD8Gfunds are proposed\oheused? | � 7. How CDBGfunds will Kimpact your current operation? Project Detailed Description* | ThoFomi|yNu/meNuvigatnr(FNN)pmQnamiethoporto|thmughwh|chXami|ienacoaoodemenUo'epauific services and resources and is an essential component of a comprehensive,family-centered model of care for caregivers and patients living with Alzheimer's Disease(AD). FNNs,licensed nurses with specialized dementia- specific0aining. pmvide|n»amemionounddemenUa'opeo|800ane0orbmhthepetientund8,vmaegfver.Tho / FNNs work directly with caregivers and patients,providing emotional support,disease education,practical guidance,and connections to community resources throughout all stages of the disease, FNNs are n*opnnuih|e for a wide variety of tasks that include staffing our 24-hour Alzheimer's Crisis Line,conducting home visits, completing comprehensive patient/caregiver assessments,developing and providing care plans to maintain | / patient safety and caregiver wellbeing(including the|OLocator 8emine).educating and training caregivers, consulting with patient's physicians,facilitating bi-weekly Caregiver Support Groups,and providing ongoing interventions and assessments throughout all stages of the disease.FNNs also provide support for the growing number of Alzheimer's patients in our community who are living alone.The"Live-Alone Project"includes � quarterly in-home visits,regular telephone calls,and linkages to dementia-specific trained peers called Care Buddies.These interventions are ensuring personal and public safety for"Live Alones"through oversight by the FNNand interventions provided byour network o/care partners.Caregivers are encouraged|oattend FNN-|ad Support Groups for professional guidance and peer support to better care for themselves and their loved ones, FNNs speak with medical expertise and listen with compassion.When Alzheimer's strikes,families are thrust into � the role of caregiver with no training and minimal understanding of the disease.They are overwhelmed and often depressed.The guidance and support of the FNN Program ensures that every family has a trusted guide to help them navigate the disease. FNNs monitor patients and caregivers regularly, updating individualized care plans as | indicated throughout the different stages ofthe disease progression.FNNoremain with the patient and femi|y � � | mm/mmm/tm^mnoxx n/mn"mpnn"mem/c home'»nnoxmw*were-/emnnmmxmmmvnnnnhilt»n"nC-p*om^^ Page 231Of1598 for those caregivers and patients who are vaccinated and feel comfortable. Additionally,FNNs schedule quarterly meetings by phone to monitor family needs and patient wellbeing. Based on the needs of each family and/or individual,FNNs also provide linkages to essential non-medical services that may include Meals on Wheels,public transportation assistance,Medicaid Managed Care and other community supports that help families meet basic needs throughout the Alzheimer's journey. During an initial visit,the FNN completes an evaluation of both the patient and the caregiver.A comprehensive review of medical histories,current medications,financial status,and any relevant legal arrangements,such as the power of attorney and/or health care proxy,is conducted. FNNs link families to the Organization's ID Locator Services to help prevent wandering episodes and ensure timely rescues should an elopement occur. The FNN gathers needed data upon enrollment,entering it into ACC's Electronic Medical Records System (ADS).ACC has provided FNNs with tablets,allowing them to enter data directly into ADS,reducing the chance of transcribing errors. Data fields are validated to allow alpha or numeric input as indicated,also reducing entry errors.This system is a vital part of the Organization's programming,allowing all staff to access the latest information about the patient and family,particularly In crises. For example,a family who contacts the 24-hour Alzheimer's Crisis Line after hours will speak to a nurse responding to the call with access to the most recent information,including current medications and health conditions.The information is available to all program staff, assuring that they can provide coordinated care because they are aware of all that is happening with the family. Case notes may be entered by FNNs or ID Locator staff.These notes paint a larger picture,detailing the interaction between staff and the family,alerting any staff working with the family about caregiver depression and frustration or complex patient behaviors.Notes include suggested strategies to overcome the issues allowing all staff to adopt a coordinated approach to care.Because many Alzheimer's patients will wander at some point during the disease, FNNs also evaluate a patient's risk and make a referral to Alzheimer's Community Care's ID Locator Program. More than 60%of Alzheimer's patients will wander at some point during the disease progression; FNNs and the ID Locator team work closely with local law enforcement to guard patients'safety and security.Through the ID Locator Service,patients at risk of wandering are equipped with lightweight radio-frequency tracking devices, worn like a watch,allowing patients to be found in minutes rather than hours,should a wandering episode occur. Furthermore,FNNs provide caregivers with safety recommendations to prevent wandering episodes With strategies that include door locks and alarms,behavioral redirection,and camouflaging doorways.These services are provided at no cost to the patient or caregiver. Greater public awareness of the dangers of wandering and becoming"lost on foot"compelled Alzheimer's Community Care to seek further action and new strategies to prevent the potentially tragic consequences of patient wandering. In 2013,grant funding was secured to pilot the ID Locator Services Program in Palm Beach County,Twenty(20)patients at high risk of wandering were identified and equipped with electronic ID Locator Bracelets(transmitters). Under the auspices of the Organization's Community Care Services,a part-time staff person managed the execution of this new service.Along with creating training and developing printed collateral materials,administrative duties included organizing the placement of devices within eligible families, managing an inventory of wrist bands and batteries(a three-month lifespan),and providing monthly reports to the Organization's leadership to evaluate program effectiveness.A partnership was formed with the Palm Beach County Sheriffs Office that retained the search and rescue equipment to locate the wearer of the transmitter. This device is commonly used in search and rescue operations and has a finder range of one(1)mile at ground level and five(5)to seven(7)miles by helicopter,within a 20-feet accuracy range.Data received from the pilot project was used to measure the effectiveness of locator devices as demonstrated through reduced time for search and rescue operations and to locate"lost on foot"patients,which effectively prevented injury and/or loss of life for Alzheimer's patients who wander. Due to the successful launch of this initiative,the ID Locator Service has continued to expand.As of June 30, 2021,more than 1,500 families have participated. One hundred percent(100%®)of all missing patients wearing an ID Locator Device have been found unharmed when a BOLO(Be on the Look Out)was issued, Using these locator tools,Law Enforcement now has the resources to find wandering persons with Alzhelmers disease within Page 232 of 1598 minutes rather than hours. When a patient is fitted with their bracelet,Alzheimer's Community Care's ID Locator Director ensures that caregivers receive proper education on the bracelet's use and care. ID Locator staff monitors the ongoing operation and condition of the bracelet.While tracking and rescue is critical, it is equally essential to provide caregivers with training to prevent wandering episodes in the first place.When a patient is enrolled in the program, ID Locator staff conduct a home safety assessment,provides individual coaching and counseling,and gathers detailed information(including patient photo and physical details)to assist law enforcement should a patient become lost. Families learn to camouflage doors,hide keys,and,when indicated,install door and window alarms.(For families in need,Alzheimer's Community Care provides door and window alarms as part of the ID Locator Service to assure patient safety.)The caregiver is trained to recognize signs of wandering and to implement strategies that prevent potentially fatal events. Indeed,wandering has been significantly reduced for patients who have been enrolled in the ID Locator Service. Patients who do not meet the criteria for program enrollment or who are no longer a wandering risk(e.g.live alone,no longer ambulatory)may receive a metal medical alert bracelet with a unique identifying code that links to vital information as an additional safety measure. These services are essential for caregivers,especially during this time of uncertainty and added stress brought about by the continuing pandemic.Since March 2020, FNNs have initiated vital COVID-19 well nesslreassurance outreach for caregivers,conducting 2,140 telephone conferences that provide the opportunity for engagement with caregivers during this stressful period.These health and wellness calls are assuring caregivers that they are not alone through unforeseen challenges.Caregivers are reassured that help is simply a telephone call away. CDBG funds will be used to provide funding for a portion of the salary for one Family Nurse Navigator who provides services in Boynton Beach.ACC will cover fringe benefits,and the remainder of the salary will be covered by other grants received.The hourly rate of pay for the Family Nurse Navigator is$28.27.With CDBG funding,the Family Nurse Navigator will provide 951 hours of service. Over 75%of families served are earning a low to moderate-income.This information is gathered at intake and recorded in the ADI system(electronic health record). New Initiative How does the organization identify new initiatives/projects? New initiatives and projects are identified by the Organization through our daily services of current patients. Research is conducted through peer-reviewed articles and therapies which show promise in assisting Alzheimer's patients and caregivers.The Organization is currently reviewing a state-of-the-art concept in screening and evaluation of cognitive impairment and the latest tools for early intervention,helping individuals to take control of strategies that could mitigate the risk of Alzheimer's disease_ i Page 233 of 1598 Program Boundary* Where will the program take place and is it withing the City of Boynton Beach Municipal Boundaries? The FNN program takes place within Palm Beach County,and the City of Boynton Beach Municipal Boundaries are within the county parameters that are served.The ID Locator program also serves all of Palm Beach County, inclusive of the City of Boynton Beach Municipal Boundaries. ID Locator staff meets with the family in the home or at the nearest Alzheimer's Community Care Specialized Day Service Center site(Delray Beach, Lake Worth, or Boca Raton)for monthly battery changes. Target Beneficiaries' Who are the targeted beneficiaries(i.e.,geographic area,persons served,etc.),and how are they selected for the program?(al least 70%of the City's CDBG funds must directly benefit our low and moderate-income citizens)?What documentation is collected to verified clients served are Low-to-moderate-income(LMI)?(Attach additional sheets if necessary) While the Family Nurse Navigator and ID Locator Service do not target a specific neighborhood in Boynton Beach,most services(75%+)have been and will be for families who reside in economically disadvantaged neighborhoods for families whose earned income is well below the national poverty level. Other Organizations Are you working with other organizations in a cooperative effort on the program? • Yes No List Organizations If yes,please list the other organizations and their role and responsibilities. Effectively responding to the challenges facing individuals and families living with Alzheimer's disease(AD)requires a community-wide response.For over 25 years, Alzheimer's Community Care has been a catalyst for building community-based partnerships and proudly collaborates with numerous public and private entities to strengthen the safety net for patients and caregivers.Service partners include Palm Beach County Division of Senior Services that provides financial assistance for families to access community-based care;219 Palm Beach County,serving as a partner for the Alzheimer's 24-Hour Crisis Line; Palm Beach County Sheriffs Department,assisting with rescue efforts with ACC's ID Locator Services and Florida's Silver Alert program;Area Agency on Aging,providing referrals and financial support for families in need of community-based support;Meals on Wheels,bringing meals to vulnerable families living with Alzheimer's disease; Veteran's Administration,providing funding for Day Care services to veterans afflicted with AD.The Organization also works closely with family physicians to coordinate care plans for patients and caregivers.Working together,we bring help and hope to hundreds of families as they navigate through the heartbreaking progression of AD,surrounding them with essential resources to live safely in the community and delay or eliminate the need for nursing home placement. Subreciplents Fees Does the subrecipient charge fees to its clients? Yes P No Program income Will Program Income be generated form this activity? Yes ® No Program Income If yes,explain how will the program income be used? Usage Goa I s/Obj ectives/Activity Measures (Descriptive narrative.For multiple projects,please use separate Goal Sheet for each individual project). Project/Program Family Nurse Navigator and ID Locator Service Title Page 234 of 1598 Goal 1 Safety and Security Objective 1 No less than 95%of Alzheimer's patients equipped with ID Locator Bracelets who elope will be found in a timely manner and suffer no injuries.Last year,there were 26 reported elopements,and 100%were successfully recovered without injury. Resources Needed& ID Locator Service staff,ID Locator Service devices. Available Start Date* 7/1/2022 Duration*1 06/30/2023 Objective 2 85%of family caregivers working with the FNN and ID Locator Service team will report learning new strategies to care for their loved ones at home(measured through quarterly follow-up interviews). Resources Needed& FNN and ID Locator staffing Available I Start Date 711/2022 Duration 06/30/2023 Objective 3 80%receiving ID Locator training will provide post-evaluation responses of"agree" or"strongly agree"regarding the benefits of the training provided. Resources Needed& ID Locator staffing Available Start Date 7111!2022 Duration 06/30/2023 Goal 2 Dignity and Integrity Objective 1 85%of caregivers working with the FNN will report they are likely to continue caring for their loved one at home(measured on assessment form at the time of reassessment). Resources Needed& FNN staffing Available Start Date 711/2022 Duration 06/30/2023 Objective 2 80%of individuals will utilize one or more recommended community services and support. Resources Needed& FNN staffing Available Start Date 7/1/2022 Duration 06/30/2023 Objective 3 80%of individuals will increase knowledge of and access to available health and community services. Page 235 of 1598 Resources Needed& FNN staffing Available Start Date 7/112022 Duration 06/30/2023 E. PROJECT BUDGET Please list applicant's anticipated expenditures,detailing requested funds and additional funding. Please choose Cash, In-Kind, Other Grants, Donations beside each amount under"Other Project Funds"to denote the type of funds being used. If funding request is for multiple programs/projects,please provide a separate PROJECT BUDGET for each program/project. Project Budget Sheet ADMINISTRATION: Lue aent D804 Fltoos Olrjei,pands`, PCQJQl kequested type Rua�$ Per son Other nel $ 25,000.00 Grants $ 555,859.00 $612,1140°00 Pay roll Tax Other es Grants $46,829.00 $46,829.00 Em plo Yee Ben efit Other S Grants $ 103,545.00 $ 103,546.00 Offl ce Sup plie Other s Grants $4,290.00 $ 4,290.00 Co py Sup pile Other s $ Grants $ 886.00 $ 886.00 Pos tag Other e $ Grants $ 234.00 $ 234.00 Tel eph Other one $ Grants $ 14,426,00 $ 14,426.00 Page 236 of 1598 Pro fes sio nal Ser vice s $ $ 0.00 $ 0.00 ath er (Ex plai Other n) $ Grants $ 107,519.00 $ 107,519.00 TO TAl- S $25,000.00 $ 889,869.00 $ 889,869.00 F. APPLICANT INFORMATION (Provide a brief description of each) Capacity of Organization Is the agency adequately staffed? Alzheimer's Community Care(ACC)is adequately staffed for the needs of the Organization and community.RCC employs approximately 99 dementia-specific trained staff and is supported by 200+community volunteers.The Organization employs 13 Administrative staff and three full-time fiscal staff.All staff,regardless of role, are dementia-trained within the first three months of employment. Mission Explain how this program fits with your mission? The hallmark of Alzheimer's Community Care's model of care is the equal focus on the needs of both Alzheimer's patients and their family caregivers.The guidance and support of the Family Nurse Navigator program ensures that every family has a trusted guide to help them navigate the disease.Since its establishment in 1996, Alzheimer's Community Care has responded to calls for help from families in our community as they cope with the daily challenges of caring for their loved ones with Alzheimer's. Of primary importance has always been preserving the safety of both the patient and the caregiver throughout the disease progression.From its inception,the Organization's Family Navigators(FNN)have worked closely with families to develop personalized care plans to address ever-changing issues,including patient wandering,and ensure family safety and wellbeing. Experience Please explain your organization experience with the proposed project? Since 1996,Alzheimer's Community Care has been dedicated to promoting and providing community-based, family-centered care for patients and their caregivers living with neurocognitive disorder.The Organization's model of care is rooted in evidence-based,dementia-specific principles that aim to keep the patient in the community for as long as possible,thereby avoiding or delaying nursing home care.Components of the model include 11 Specialized Alzheimer's Care and Service Centers(licensed under the Florida Specialized Alzheimer day care license,429.918),8 Family Nurse Navigators,a 24-hour Crisis Line,nine bi-monthly Caregiver Support Groups, ID Locator Services(including medical bracelets,radio-frequency bracelets,&home safety devices), Case Management, Professional Education&Training,and Advocacy.The Organization has provided services for over 25 years and has received accreditation by the Joint Commission and Nonprofits First.We are proud to share that ninety-three cents of every dollar received goes toward direct services. Page 237 of 1598 Staffing Capacity* Who works on the project directly and indirectly? Family Nurse Navigators(licensed nurses with dementia-speGific care training)will provide person-centered assessments for wandering risk of patients and safety training for caregivers.A Director of Family Nurse Navigators supports the nurses.Additionally,the Family Nurse Navigators work closely with two ID Locator Assistants, under the direction of the Director of ID Locator Services,who regularly monitors the safety of Alzheimer's,patients at high risk of wandering who are equipped with electronic locator devices.The ID Locator Services team is also responsible for educating caregivers,program partners,and the community about preventing and mitigating the wandering of patients with Alzheimer's disease. CDBG Fund Maintenance* Will all CDBG funds awarded be maintained in a manner that they will be accounted for separately and distinctly from other sources of revenue or funding?Provide a brief description of the applicants policies and procedures that ensure funds will be tracked appropriately. Tire Organization's Finance Department is overseen by the Chief Financial Officer and reports to the Finance Standing Committee and Board of Directors during routine meetings.All financial records reflect income and expenses and are broken down by program, The Organization is audited on an annual basis by an independent auditor and overseen by the Audit Standing Committee who reports directly to the Board of Directors. Policies and Procedures* Does the applicant have written policies and procedures?How often are these policies and procedures updated?Provide a brief list of the topics covered in the applicant's policies and procedures.The City of Boynton each may request a copy for review during the application and award process or as part oft grant monitoring process. The Organization has a written Policies and Procedures Manual that is updated regularly in accordance with any changes in corporate policies or procedures. A brief list of the topics included in the policies and procedures manual are: National Patient Safety Goals Infection Control Records of Care,Treatment,and Services Accreditation Participation Requirements Environment of Care Medication Management Emergency Management Rights and Responsibilities of the Individual Track Expenditures* Is the applicant's financial management system able to track actual expenditures and outlays with budgeted amounts for each grant or subgrant?Provide a brief summary of the organization's process for tracking expenditures,including tracking budgeted versus actual amounts, Yes,the Organization's financial management system is able to track actual expenditures and outlays, Each year,the Organization produces a budget for all programs and services.This budget information is uploaded into our financial management system to compare with actual revenues and expenditures,The Organization tracks information by department,program,and project. Internal Controls* Does the applicant have effective internal controls in place to ensure that federal funds are used solely for authorized purposes?Provide a brief description of the applicant's internal controls that will provide reasonable assurance that the award funds will be managed properly. Yes,there are effective internal controls in place.Once the funds are received,the funds are coded to the authorized purpose.The Organization monitors these revenues with the corresponding program expenses to assure funds are fully utilized. Page 238 of 1598 Records Retention Policy" Does the applicant have a documented records retention policy?If so,briefly describe the policy and confirm that the policy complies with federal regulations.Information on Records Retention and Access can be found at 2 C.F.R§200.333-200-337. Yes,the Organization has a documented records retention policy.All records must be kept for at least 10 years. Corporate document and financial reports are permanently retained. Governing Body Profile* Governing Body Profile(Does Board membership reflect the community as regards ethnicity, gender and representative of the population served?Is Board Orientation conducted for new members?Mow often does the Board meet?Please Include Board Member list) Alzheimer's Community Care's 14-member Board of Directors is 15%raciallethnic minority. In addition,the Board brings a diverse set of backgrounds,skills,and viewpoints to assure that the Organization will appropriately meet the needs of families served.As a part of governance,the Board of Directors reviews policies related to hiring,training and retaining start,to assure that staff will reflect the region's demographics.Board member orientation is conducted for new members.The Board of Directors meets eight times per year. The list of Board members is as follows: Robert J.Gorman,Esq.,Attorney-Litigation/Risk Management G. Mark Shalloway, Esq, Elder Law Attorney Randy K.Johnson,Sr.,Business Owner-Telephone Communications Kevin P.Wrenne, Executive Director—Long Term Care Mgt. Judith B. Rappaport,CSA,Certified Senior Advisor—Geriatric Care Mgr. Clark D.Bennett, Retired Public Finance William Armstead,CEO Boys&Girls Club,SLC Bonney A.Johnson,CTFA,Senior Vice President, Senior Trust Officer Robert K.Rollins,InsurancelRisk Management Peter A.Sachs,Attorney—Estate Planning Deborah A.Diaz,Retired/Accountant David E.Dangerfiefd,Retired Eric Jablin,Former Mayor, City of Palm Beach Gardens Retired Tenna Wiles,Retired G. CONFLICT OF INTEREST Federal law(24 CFR§570.619)prohibits persons who exercise or who have exercised any functions or responsibilities with respect to the above grant...or who are in a position to participate in a decision making process or to gain inside information with regard to such activities,may obtain a financial interest or benefit from an assisted activity...either for themselves or those with whom they have family or business ties,during their tenure or for one year thereafter. Enter the text you want this field to display I City Employee or Is there any member of the applicant's staff,member of the applicant's Board of Directors,or Commission office who currently is or hasthave been within one year of the date of this application a City Member employee,or a member of the City Commission? Yes No If yes,please list names: Page 239 of 1598 Related to City Is there any member of the applicant's staff,member(s)of the Board of Directors,or officer(s) Employee or who are business partners or immediate family of a City employee,or a member of the City Commission Commission? Member* Yes + No If yes,please list names: Funds to Pay City Will the funds requested by the applicant be used to pay the salaries of any of the applicant's Employee or staff or award a subcontract to any individual who is or has been within one year of the date of Commissioner or this application a City employee,or a member of the City Commission? Relation* Yes No If yes,please list names: Page 240 of 1598 Signatures REPAYMENT. Funding from this grant program is subject to federal,state and local audit. If a determination is made that these grant funds were used in a manner inconsistent with program guidelines,for an ineligible expense or for expenses reimbursed by another federal,state or local grant/loan program then the awarded entity will reimburse the City of Boynton Beach i these funds. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the CDBG grant program,the application and the CDBG Program Subrecipient Information and Guidelines. NOTICE TO THIRD PARTIES.The grant application program does not create any rights for any parties,including parties that performed work on the project. Ivor shall issuance of a grant result in any obligation on the part of the City of Boynton Beach to any third party.The City is not required to verify that entities that have contracted with the applicant have been paid in full,or that such entities have paid any subcontractors in full.Applicant's warranty that all bills related to the Project for which the applicant is directly responsible is sufficient assurance for the City to award loan funding, The applicant certifies to the best of his/her knowledge and belief that the data in this application is true and correct and that the filing of the application has been duly authorized by the governing body of the applicant(if applicable)and that the applicant will comply with all the requirements of this grant if the application is approved. I agree that an electronici natur , may substitutefor the original signature and shall have the mlegal affect as the original signature. Signature Name's Mary M. Barnesrz-yOa-twett Title Date President&CEO 5/17/2022 Signature Name Robert J.Gorman, Esq. Title Date Chair, Board of Directors 5/97/2022 I Page 241 of 1598 i D�I,f51�CR� R�,F� 13 AMENDMENT NO. 1 TO ;.' ARTICLES OF INCORPORATION OF dFC/0 'y'rir ,r ALZHEIMER'S COMMUNITY CARE ASSOCIATION OF '',y�, PALM BEACH AND MARTIN COUNTIES, INC. 06 A Florida Corporation Not for Profit 3 ALZHEIMER'S COMMUNITY CARE ASSOCIATION OF PALM BEACH AND i MARTIN COUNTIES, INC., a Florida corporation not for profit, under its corporate seal t and the hands of its President, hereby certifies that; i i Upon the proposal of the Board of Directors of the corporation, the following resolution was duly and unanimously adopted by the Members of the corporation, at the { Annual Meeting of Members held on December 5, 2001, and the number of votes cast for the amendment by the Members of the corporation was sufficient for approval, to-wit: 1 RESOLVED, that, effective on the date of filing with the Department of State of Florida, the Certificate of Incorporation of Alzheimer's Community Care Association of Palm Beach and Martin Counties, Inc., which was approved and filed in the office of the Secretary of State at Tallahassee, Florida, on October 8, 1996, be amended by striking Paragraph 1 thereof in its entirety and by substituting therefor the following: 1. The name of the corporation is ALZHEIMER'S COMMUNITY CARE, INC. i i IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed in Its name by its President this,�) lkday of December, 2001, i ALZHEIMER'S COMMUNITY CARE ASSOCIATION OF PALM BEACH AND MARTIN COUNTIES, INC. (CORPORATE SEAL) By_ 1 John B, McC acken, President i WJB W 13026-11Arnendment-Articles.DDC 1 Page 242 of 1598 I ' �•'r�•is �_� •`•�!y w ARTICLES -OF INCORPORATION FOR ALZHEIMER'S COMMUNITY CARE ASSOCIATION OF PALM BEACH AND MARTIN COUNTIES, INC. A CO � ( RPOR.ATION NOT FOR PROFIT) i The undersigned, acting as incorporator under the Florida Not for Profit Corporation Act, (Florida Statutes Chapter 617) adopts the following Articles of Incorporation for ALZHEIMER'S COMMUNITY CARE i ASSOCIATION OF PALM BEACH AND MARTIN COUNTIES, INC. 1. The name of the corporation is ALZHEIMER'S COMMUNITY CARE i ASSOCIATION OF PALM BEACH AND MARTIN COUNTIES, INC. 2 . The corporation's duration shall be perpetual. I 3. The objectives and purposes of this corporation are to operate and constitute itself as a charitable corporation within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986, as amended from time to time, and, in particular, to provide i assistance to the citizens of Palm Beach County, Florida, and Martin County, Florida, who suffer from Alzheimer's disease or related disorders, their caregivers and families, and to the public by: a. Provision of patient, family and caregiver services. { To provide guidance and support for the afflicted and their families. b. Development of affordable bong-term care. To provide affordable day care and overnight respite caro. C. Provision of education and training. To educate the public, help family support groups and promote research. d. Public awareness and support. To publicize the t Page 243 of 1598 i i medical, social, psychological and financial needs of the affected and to strive for public education to ? ameliorate the problems associated with Alzeimer's disease and related disorders. e. Addressing mutli-cultural issues. To increase the representation of minorities on staff and in program participation. f. Development of sound financial organization. To build i an organization capable of addressing funding revenues needs to meet the challenges purposes. of the Corporation's � g. Promotion of research. To encourage and support research into the causes, improved diagnosis, cures for, and prevention of Alzheimer's disease and related disorders. i 4. The qualifications for members and the manner of their admission shall be asp rovided by the By-Laws of the corporation. S . The corporation shall have no authority to issue stock and shall not issue any stock. i 6. The corporation's initial registered office is: 2200 Corporate Boulevard, N.W. , Suite 401, Boca Raton, Florida 33431. 7. The name of the corporation's initial registered agent at this address is HCRM Corp. , a Florida corporation. 8. The number of directors constituting the initial board of directors is six (6) and their names and addresses are: Name Adagess. i i Jack Bahen 9020 Villa Portofino Circle Boca Raton, Florida 33496 I Fred Kroll 11289 Piping Rock Drive Boynton Beach, Florida 33437 James Fragakis Gregory P.O. Box 2326 West Palm Beach, Florida 33402 Joseph Tammany 899 S.E. 2nd Avenue 4 Deerfield Beach, Florida 33441 ' 2 F:\11PDATA\oAR\MISC\AM Page 244 of 1598 I Carmen Miller 2630 Spice Berry Lane .i Boynton Beach, FL 33436 Gaston Jones 1100 S.W. Shoreline Drive Sandhill Cove, Apt. 308 Palm City, FL 34990 G 9. The name and address of the incorporator is: Nine ddress Mary M. Barnes 1861 Wood Fern Drive i Boynton Beach, Florida 33436 10. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, i Officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to wake payments and distributions in furtherance of the purposes set forth in Article 3 hereof. No 1 substantial part of the activities of the corporation shall be the I � carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene ininclud' ( ing the publishing or distribution of statements) any political campaign� p gn an behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c) (3) of the Internal Revenue Code of 1986, as amended from time to time (or the corresponding provision of any future United States Internal Revenue Law) , or (b) by a i corporation, contributions to which are deductible under section 3 - F:kWPDATA19ARIMIS[1ARTj I I Page 245 of 1598 170(c) (2) of the Internal Revenue Code of 1986, as amended from time to time (or the corresponding provision of any future United States Internal Revenue Law) 11 . Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of the liabilities of the corporation, dispose of all of 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; religioils, a. scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c) (3) of the Internal Revenue Code of 1986t as amended from time to time (or the corresponding provision of any future United States Internal Revenue Law) , as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of. the county in is the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, is are organized and operated exclusively for such purposes. 12. The date of commencement of the corporate existence of the corporation pursuant to section 617.0203 of the Florida Statutes shall be upon the date of filing of these Articles of Incorporation with the Department of State. 13. The manner in which the directors shall be elected or appointed is as stated in the bylaws. 14. The principal office address of the corporation shall be 707 Chillingworth Drive, Suite 12, West Palm Beach, Florida 33409, and the mailing address shall be the same. 4 F;\WPDATMDAMISOART1 Page 246 of 1598 I i Executed and subscribed at Boca Raton, Florida on October 1996. ary arneF ffOTARIAL CERTIFI TE STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing Articles of Incorporation of ALZHEIMER'S COMMEJNITy 1 CARE ASSOCIATION OF PALM BEACH AND MART N COUNTIES, INC. was $V110rn to and acknowledged before m® this Mary M. Barnes. day of October, x.996, by len SEAL L Nota Si ' ��, Notary Signature GARY F Lvtc TR°�aF coMMN°N as� _ r.D G6 s caMM' ; Name-Type or Print - Notary Public Serial Number:- My umber:_My commission expires_: ,_ Personally Known OR Produced Identification K Type of Identification Produced / � c 64 e i 3 I i I 5 i!I E l 1 i i I 1 i 1 � I F:%WP8ATA%DARNN1SC\ART1 3 i� i a Page 247 of 1598 I I Acce tance of- Registered Agent I e HCRM CORP. hereby accepts the above appointment as registered agent of ALZHEIMER'S COMMUNITY CARE ASSOCIATION OF p LM BEACH AND MARTIN COUNTIES, INC. and acknowledges that it is familiar with the obligations of that position. HCRM CORP c , By: / D A. RIGGSI STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing Acceptance of Registered Agent was acknowledged before me by DAVID A. RIGGS as Vice President of HCRM Corp, on this 7th day of October, 1996, on behalf of the Corporation_ bre �ary Public commission expires: i k1hd ftv Noy Ra f �,QMwI wiul.�y dun21,�pOp . II I i } \cp\accept.hc i i I Page 248 of 1598 ALZHEIMERS - x COM,MUNITY CARE@ { 19 9 t n.,a � ?�.e!�� f �e Ab�C ,n , Page 249 of 1598 LZHEIMER COMMUNrlY w [ Effective Date March 2022 BY-LAWS These By-laws of Alzheimer's Community Care, Inc., amend, restate, and repeal all previously adopted By-laws of this or any predecessor Corporation. M:\Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Comm ittees\Governance Standing Committee\By- Laws\2022\ACC BY-Laws 03.24.22-Approved.dou Page 2 of 40 Page 250 of 1598 co CARE" ARTICLE I — NAME The name of the Corporation shall be Alzheimer's Community Care, Inc., which shall do business and be referred to as the "Organization." M:\Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Committees\Governance Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Approved.docx Page 3 of 40 Page 251 of 1598 i .. . a QTY CARL* ARTICLE II — MISSION Alzheimer's Community Care is dedicated to promoting and providing community-based, family-centered care for patients and their caregivers living with neuro-cognitive disorders, through the belief, where there is help, there is hope. MAExecutive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Committees\Governance Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Approved.docx Page 4 of 44 Page 252 of 1598 U . „ CAPE" ARTICLE III — WHO WE ARE AND WHAT WE DO Alzheimer's Community Care, Inc. is a Florida based 501(c)(3) not-for-profit organization founded in October 1996 to provide specialized care to patients and caregivers living with Alzheimer's disease and related disorders. Our team of professionals is educated and trained in dementia-specific services. Our major services include Specialized Adult Day Service Centers, Family Nurse Consultants, 24-Hour Alzheimer's Crisis Line, Support Groups, Case Management, Education/Training, ID Locator Program, and Advocacy. M:\Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of D€rectors\Standing Committees\Governance Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Approved.docx Page 5 of 40 Page 253 of 1598 _ n� .AMER'S UNrrY P " ARTICLE IV — STRATEGIC PRINCIPLE We place a safety net around patients and caregivers every day.TM MAExecutive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Committees\Governance Standing Committee\By- Lawse2022vACC By-Laws 03.24.22-Approved.docx Page 6 of 40 Page 254 of 1598 LZHEI uER ,COMMUNITY AR ARTICLE V — SERVICE AREAS AND PRINCIPAL OFFICE SECTION 1. AREAS SERVED. The areas served are Palm Beach, Martin and St. Lucie Counties. SECTION 2. PRINCIPAL OFFICE. The principal office of the Organization shall be located in the County of Palm Beach, State of Florida. The Organization may have such other offices or care center locations, either within or outside the county, as the Board of Directors may designate or as the business of the Organization may require. SECTION 3. REGISTERED OFFICE. The registered office of the Organization required by the Florida Corporation Laws is to be maintained in the State of Florida. The registered agent is Jones Foster Service, LLC located in West Palm Beach, Florida. The Board of Directors may change the address of the registered office at its discretion. M:\Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Committees\Governance Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Approved.docx Page 7 of 40 Page 255 of 1598 COMM `nom U y CARV ARTICLE VI — BOARD OF DIRECTORS SECTION 1. AUTHORITY. Full control of the affairs of the Organization shall be vested in the Board of Directors, hereinafter referred to as the "Board," which shall manage all affairs of the Organization. The Board shall determine policies, approve contracts and grants and, in general, assume responsibility and guidance of the affairs of the Organization. Its President and Chief Executive Officer will be its designated authority as stated within Officer's job description and position responsibilities. SECTION 2. SIZE AND COMPOSITION. The size of the Board of Directors shall not be less than five (5) or more than twenty(20) unless changed by a resolution of the Board of Directors. The President and CEO will serve as an Officer but will have no voting authority. SECTION 3. ELECTION. Prior to the Organization's November meeting, the Governance Standing Committee shall present a slate of candidates for open Director(s) position(s) of which candidate(s) must have expressed their willingness to accept directorship responsibilities. Immediately upon receipt of the report of the Governance Standing Committee, the Secretary shall notify each member of the Board of Directors of the names of the persons nominated and those names will be placed on that meeting's agenda for consideration.The election of Director(s) will occur at the January meeting. SECTION 4. TERM OF OFFICE. Except as hereinafter provided,the term of office of a Director shall be a two (2)year term commencing on the date of the election and ending on the second Annual Meeting following the date of election. Following five (5) consecutive terms of continuous service, a Director must rotate off the Board for at least one (1) year to be eligible for additional terms. A Director's tenure may be reinstated because of specific skills and/or assistance for continuous service at the discretion of the Board of Directors. A Past Chair will have the distinct position on the Governance Board as a voting member and will maintain that position without term limits as long as it benefits the Organization. This role will be based on his or her leadership skills, institutional history, and devotion to the Organization's mission and vision. The term of President shall not be limited by this section. M:�Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Committees\Governance Standing Comrnittee\By- Lawsx20221ACC By-Laws 03.24.22-Approved.dou ]Page 8 of 40 Page 256 of 1598 vicHEWIIl" 'rVCARV r , SECTION S. CRITERIA. Members of the Board of Directors shall be volunteers and not paid personnel of this Organization, or of any other organization receiving financial support from this Organization, with the exception of the President, who shall be the Chief Executive Officer of the Organization and serve as Director of the Board but is not a voting Director. In considering individuals for election to the Board, the Governance Standing Committee shall seek to nominate those persons the Committee considers best to serve the Organization and the people it serves in Palm Beach, Martin, and St. Lucie Counties as well as other designated areas as defined and voted by a majority of the Board of Directors. Geographic, ethnic, and social diversity of Board membership is encouraged, but no specific representation of regions or groups shall be required. Directors shall be encouraged to make an annual financial contribution according to his or her financial capabilities. Directors shall also be required to allocate sufficient time to their duties to attend all Board meetings, serve on at least one (1) Standing Committee or subcommittee, Advisory Council, its Foundation or Organization event and/or participate on such task forces and/or other projects as the Chair or the Board of Directors may request. SECTION 6. MEETINGS. The Board of Directors shall meet at least four(4) times each year. The Annual Meeting of the Board shall be held at a time and date specified by the Board of Directors. Directors shall be elected at the annual meeting. At the Board of Directors' first business meeting following the Annual Meeting,the Board shall elect the Officers of the Organization for the upcoming year and shall transact such other business as deemed necessary and proper. Special meetings of the Board may be called by the Chair of the Board of Directors,the President and CEO or by majority vote of the Board.At any special meeting, only such business as the meeting was called to consider shall be acted upon. SECTION 7. QUORUM. One third (1/3)of the members of the Board of Directors plus one (1) shall constitute a quorum. Unless otherwise provided in these By- laws, the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. No voting by proxy shall be permitted. In the event a meeting is convened at which a quorum is not obtained, the Chair may adjourn the meeting until a quorum can be obtained, without the need to send a new notice of the meeting. Any action taken by the Board of Directors at a meeting where a quorum is not obtained M:\Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Committees\Governance Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Approved.docx Page 9 of 40 Page 257 of 1598 pca REO may be ratified at any subsequent meeting of the Board of Directors at which a quorum is present. The effective date of any such Board action subsequently ratified may relate back to the date of the original Board action taken when a quorum was not obtained. SECTION 8. NOTICE OF MEETINGS. Written notice of all meetings of the Board of Directors shall be mailed and/or e-mailed to each Director not less than five (5) days before the date set for such meeting, unless waived by two-thirds (66%) of the Directors. Special meetings shall require not less than three (3) days advance written notice before the date set for such meeting. SECTION 9. ATTENDANCE. A Director who is absent from three (3) consecutive meetings of the Board without being excused by the Chair of the Board of Directors shall be deemed to have forfeited his or her office unless reinstated by the Governance Standing Committee or the Board. Directors may not send representatives to Board meetings in their stead. SECTION 10. EXCUSED ABSENCE. A Director is considered in good standing when an excused absence has been approved by the Board. A verbal notification, written correspondence or electronic message will be considered appropriate notification when deemed by the Board as timely received. A Director should give advance notice of absence when possible. SECTION 11. ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the Board of Directors or by a committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two thirds (66%) of the Directors or two thirds (66%) of the members of the committee, as the case may be, and shall be filed in the minutes of the proceedings of the Board or the committee. SECTION 12. TELEPHONIC MEETINGS. Members of the Board of Directors may participate in a meeting of such Board by means of a telephone conference call or similar communication equipment where all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. M:\Executive\ALZHEIMER'S COMMUNITY CARE,INC�Board of Directors\Standing Committees\Governance Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Approved.docx Page 10 of 40 Page 258 of 1598 AER PA y CARE* Y f�„ Al SECTION 13. VACANCIES. Any vacancies occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors. SECTION 14. CONFLICT OF INTEREST. A. An active voting member of the Board of Directors shall not be an employee of the Organization. No Board member shall have in his or her immediate family (i.e., parent, grandparent, sister, brother, child, or spouse) a paid employee or person under contract with the Organization unless authorized by the Board of Directors. B. No Director of the Board shall have or hold any employment or contractual relationship with the Organization unless authorized by the Board of Directors. C. The duty of loyalty requires Board members to exercise their power in the interest of the Organization and not in their own interest or interest of another entity, particularly one in which they have a formal relationship. When acting on behalf of the Organization, Board members must put the interests of the Organization before their personal and professional interests. D. A Director does not receive compensation from the Organization except when the business arrangement is fully disclosed to the Board members. Such a disclosure is stated annually and is recorded within the minutes of the meeting. E. Any Director who receives compensation, directly or indirectly,for services is precluded from voting on matters pertaining to the member's compensation. F. Any Director of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation. G. Disclosure of transactions with any Director will be reported to the auditors annually. H. Each Director shall be asked to fill out and sign a Board of Directors Conflict of Interest Statement which shall be reviewed and approved by each Director, preferably every two years. M:\ExecWive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing COmmittees,Governance Standing Committee\By- Lawsx2022vACC By-Laws 03.24.22-Approved.docx Page 11 of 40 Page 259 of 1598 RE SECTION 15. DUTY OF LOYALTY. Loyalty to the Organization's central purposes must guide all decisions. The "Board" must also ensure that the Organization's functions are within the law, both the "law of the land" and its own By-laws and other policies, including: ■ Compliance with all regulatory and reporting requirements, such as filing the annual information return and paying employment taxes. ■ Examination of all documents governing the Organization and its operation, such as the By-laws and policies. • Making decisions that fall within the scope of the Organization's mission and governing documents. SECTION 16. CODE OF ETHICS AND CONDUCT. The Code of Ethics and Conduct now developed in certain sections of the By-laws and applicable law, referred hereafter as the "Code," observes high standards of business and personal ethics in the conduct of their duties and responsibilities. Employees and representatives of the Organization shall practice honesty and integrity in fulfilling their responsibilities and shall comply with all applicable laws and regulations. All Directors, officers, and employees shall comply with the "Code." (Appendix Ay SECTION 17. RESIGNATIONS. Any Director's resignation shall be made in writing or e-mail or telephone to the Board Chair or President and shall take effect at the date specified or, if no date is specified, then shall take effect on the date of the written correspondence or telephone call. SECTION 18. REMOVAL. Any Director may be removed either for or without cause at any time by the affirmative vote of a majority of the Board of Directors, at a regular meeting with notice of such purpose of action or a special meeting of the Directors for that purpose. SECTION 19. COMMITTEES, COUNCILS, OR FOUNDATION. In addition to Standing Committees, Councils and Foundation as set forth in Article IX and Article X of these By-laws, the Board of Directors may by resolution establish other specific committees, councils or Foundation to further the work of the Organization. A Director of the Organization shall Chair each committee, council, or Foundation. M:\Executive\ALZHEIMER'5 COMMUNITY CARE,tNC\Board of Oirectors\Standing Comm ittees\Governa nce Standing Committee\By- Lawsx7022IACC By-Laws 03.24.22-Approved.docx ]Page 12 of 40 Page 260 of 1598 ALZHEIMERS COMMUNITY 4 '.ARE* ARTICLE VII — OFFICERS SECTION 1. COMPOSITION. The Officers of the Organization shall consist of the following: Chair of the Board of Directors, Vice Chair, 1St Vice Chair, 2"d Vice Chair, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, President and such other officers as the Board of Directors may designate. SECTION 2. ELECTION. At least ten (10) days before the November business meeting of the Board of Directors, the Governance Standing Committee shall present a slate of officers for the positions of volunteer officers of the Organization. Immediately upon receipt of the report of the Governance Standing Committee, the Chair shall notify the Board of Directors on the names of those nominated and the office for which they have been nominated. The Board of Directors at its first business meeting following the Annual Meeting shall elect the Organization's Officers for the upcoming two years. The election will be conducted by the Chair of the Governance Standing Committee. If the Chair is a candidate for an officer position,the Immediate Past Chair may conduct the election process. SECTION 3. QUALIFICATION AND TERM OF OFFICE. To be qualified as an Officer of the Organization, a person must be a Director of the Organization at the time of his or her election. The term of office of each Officer shall be two (2) years and he or she may be re-elected as long as the candidate is qualified for membership. SECTION 4. REMOVAL. Any Officer may be removed either for or without cause at any time by the affirmative vote of a majority of the Board of Directors at a special meeting of the Directors for that purpose. SECTION S. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the un-expired portion of the term. M:\Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Committees\Governance Standing Committee\By Laws\2022\ACC By-Laws 03.24.22-Approved.docx Page 13 of 44 Page 261 of 1598 SECTION 6. DUTIES OF THE OFFICERS. A. Chair of the Board of Directors. The Chair of the Board of Directors shall preside at and chair all meetings of the Board of Directors and the Executive Standing Committee. The Chair shall be responsible, with the Board of Directors, for the formation of the policies of the Organization, and shall be vested with all the duties and powers customarily associated with the Chair of the Board of Directors of an Organization. The Chair acts as the Supervisor of the President and CEO on a daily basis. The Chair approves all of the President and CEO's business-related expenses through the Board of Directors' approval of the CEO's business- related expense line item(s) of the Organization's fiscal budget currently in effect. The Chair, when directed by the Board of Directors to fulfill their wishes, becomes the agent to enforce such instructions unless otherwise specified in the By-laws. The Chair may sign, with the Secretary, or any other proper Officer or Director authorized by the Board of Directors, any documents and instruments which the Board of Directors authorizes to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these By-laws to some other Officer, Director or Agent of the Organization, or shall be required by law to be otherwise signed or executed. The Chair of the Board of Directors shall appoint the members of all Committees except as these By-laws may otherwise provide. The Chair of the Board of Directors of Alzheimer's Community Care, Inc. is a full member of the Board of Directors with all the rights of such membership. However, when serving as the presiding officer during an official meeting of the Board of Directors, he or she shall not vote except as noted below. She or he can vote as any other member by ballot. In all other cases, the presiding officer may vote whenever his or her vote will affect the result; that is, he or she can vote either to break or to cause a tie, or, in a case where there is a two- thirds vote required, he or she can vote either to cause or to block the attainment of the necessary two-thirds. M:\Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Committees\Governance Standing Committee\By- Lawsx2022iACC By-Laws 03.24.22-Approved.docx Page 14 of40 Page 262 of 1598 ALZHUMERS Commmrry A .'1 B. Vice Chair. The Vice Chair in the absence of the Chair, or in the event of the Chair's inability to act, shall perform the duties of the Chair, and when so acting, shall have all the powers of and 'be subjected to all the restrictions of the Chair. The Vice Chair may serve as Chair of the Human Resources Standing Committee. The Vice Chair shall perform such other duties as may be assigned by the Chair or the Board of Directors. C. Secretary. The Secretary shall see that minutes of all Board and Executive Committee meetings are kept and shall be the custodian of all records of the Organization and its seal. The Secretary shall give or see the giving of appropriate notice of meetings and shall perform other functions as are determined by the Chair and/or the Board of Directors. The Secretary may delegate recording and other ministerial duties to the President or his or her designee. D. Treasurer. The Treasurer shall serve as Chair of the Finance Standing Committee and shall perform such other functions as are determined by the Chair and/or the Board of Directors. The Treasurer shall have charge and custody of, and be responsible for, all funds of the Organization. The Treasurer may delegate recording and other ministerial duties to the President or his or her designee. E. Assistant Treasurer. The Assistant Treasurer in the absence of the Treasurer, or in the event of the Treasurer's inability to act, will assume the Treasurer's responsibilities. The Assistant Treasurer may delegate recording and other ministerial duties to the President or his or her designee. F. President. The President shall be the Chief Executive Officer of the Organization and shall be a paid employee of the Organization. The President shall be in charge of the Organization's administration, operations, and staff, and shall report directly to the Chair of the Board of Directors. The President or his or her designee shall be the authorized signing authority of all contracts as it relates to pre-approved budgetary M:\Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Qirectors\Standing Comm ittees\Governance Standing Committee\By- Lawsx2022lACC By-Laws 03.24.22-Approved.docx Page 15 ot40 Page 263 of 1598 ALZHEIMER'S : R-FL' obligations with no stated financial limitations and as otherwise authorized by the Board of Directors. Any individual with check signing authority may serve as the President designee. Check signatories shall be approved and removed annually at the January Board meeting. Transactions that are not identified within the Organization's pre-approved budget will be brought before the Board for approval. The President or his or her designee is the official spokesperson for the Organization and must uphold its image, integrity, and credibility when media and public opinion must be addressed. The President shall be an ex- officio member of the Board and of all Standing Committees and Councils. The President shall attend all Board meetings and may attend all Standing Committees and Council meetings. The President may present and discuss issues before the Board of Directors but shall not have a vote in the actions of the Board's official business, which is setting policy or acting on its fiduciary duties. G. Past Chairs. A Past Chair will have the distinct position on the governance board as a voting member and will maintain that position without term limits as long as it benefits the Organization. This role will be based on his or her leadership skills, institutional history, and devotion to the Organization's mission and vision. As new officers are appointed, there may be more than one Past Chair. The most recent Chair will be named Immediate Past Chair and all others shall become Past Chairs. The Immediate Past Chair will be listed on Alzheimer's Community Care's letterhead, and Past Chairs will also be listed on Alzheimer's Community Care's letterhead. M:\Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Comm ittees\Governance Standing Committee\By- Lawsx2022iACC By-Laws 03.24.22-Approved.docx Page 16 of 40 Page 264 of 1598 34 "' a ARTICLE VIII —CRITERIA OF STANDING COMMITTEE SECTION 1. COMPOSITION. A. Standing Committee's Purpose: Standing Committees are highly focused on the Organization's mission, and its membership has a personal or professional passion for its specific function as approved by the Board of Directors. The function of a committee is charged with carrying out the summarization of its role, inclusive of strategic decisions that have established the mission of Alzheimer's Community Care. As a Standing Committee, it should never hesitate to say, "that's a worthy idea, but it is not our mission." The Chair of the Committee must be a Board member, but all the Committee members do not need to be a Director. Key roles of a Committee are the following: • Custodians of the mission under the auspices of the Board of Directors and management by the Chief Executive Officer (CEO). • Supports the fiduciary roles of the Board of Directors that are accountable on behalf of the public trust and in a transparent manner (maintain minutes of meeting, agendas, and routine schedules of meetings). • Recommends to the Board of Directors that have implications of financial oversight, including fund-raising practices. • Make recommendations as helpful planners for the Board of Directors for the Organization's long-term future and fiscal health as well as its human resources mental fitness and expertise. • Advocates for the mission and services and resources to appropriate supporters, citizenry, and contacts linkages with the media as well as technological resources for the betterment and continued growth of the Organization. M:\Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Comm ittees\Governance Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Approved.dou Page 17 of40 Page 265 of 1598 ALZHEIMERS COMMUNUY CARES B. Membership: No less than three (3) members and no more than seven (7). Its frequency of meetings can be monthly, bi-monthly or quarterly, depending on the needs of the Board of Directors and the urgency of the growth or regulatory demands of accrediting bodies, supporters, funders, and government. SECTION 2. GENERAL RESPONSIBILITY. The Standing Committee's purpose is to sustain a working relationship with the professional executives who are assigned by the CEO and approved by the Board Chair as partners who work collaboratively to achieve common goals. The work production of the committee is dependent on its defined role; recruitment of its members is linked to its defined expertise, level of staffing, geographic scope and limitations, frequency of meetings, committee structure, and the membership size which is determined by the Board of Directors' By-Laws. The Committee membership is defined by its work production which minimizes ambiguity and provides clarity on its relevance to the Board of Directors. The engagement is one of discussion, debate, and consideration which could affect policy change. This environment ensures openness, embraces challenges and opportunity to imagine growth and leads to a forward-thinking process and diminishes a negative outcome of stagnation that could lead to a dysfunctional Organization. SECTION 3. MEETINGS. The Chair, or in the absence of the Chair, the Vice Chair or Acting Chair, which is the President and CEO, who is ex-officio of all Standing Committees. Three (3) members of the Executive Committee shall constitute a quorum at any meeting. MAExecutive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Committees\Governance Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Approved.docx Page]8 of 40 Page 266 of 1598 jog L 'T - AW ARTICLE IX STANDING COMMITTEES AND COUNCILS SECTION 1. EXECUTIVE COMMITTEE COMPOSITION. A. The members of the Executive Committee shall be the elected and appointed Officers of the Board of Directors and they shall be: 1. The Chair of the Board of Directors; 2. The Vice Chair; 3. The President; 4. The Secretary; 5. The Treasurer; 6. The Assistant Treasurer. All members of the Executive Committee shall have the right to vote on matters before the Committee at meetings at which they are in attendance except for the President who shall be an ex-officio member. There shall be no proxy voting at Executive Committee Meetings. SECTION 2. DUTIES. The Executive Committee shall possess and exercise the power of the Board of Directors between meetings of the Board. The Executive Committee shall keep regular minutes of its proceedings and these minutes shall be submitted for examination and approval at each meeting of the Board of Directors. SECTION 3. MEETINGS. The Chair, or in the absence of the Chair,the Vice Chair, shall call meetings of the Executive Committee. Three (3) members of the Executive Committee shall constitute a quorum at any meeting. OTHER STANDING COMMITTEES AND COUNCILS SECTION 1. DESIGNATION. The Organization shall designate the following Board of Directors Standing Committees and Advisory Councils: • Governance Standing Committee • Finance Standing Committee MAExecutive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Committees\Governance Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Approved.docx Page 19 of 40 Page 267 of 1598 r ,, UNff ARV • Human Resource Standing Committee& • 401k Standing Committee • Community Care Services Standing Committee • Development Standing Committee • Advocacy Standing Committee • Audit Standing Committee The following Advisory Councils shall be designated by the Organization: • South County Advisory Council for Palm Beach County • Greater Belle Glade Advisory Council • Martin County Advisory Council • St. Lucie County Advisory Council In addition to the Board of Directors Standing Committees and Advisory Councils, the Organization shall also designate the following: Other Standing Committees shall be established by the Chair with the Board of Directors' approval by majority vote. All Standing Committees shall file minutes of activities during its business proceedings which will be reviewed and make recommendations for approval by the members of the Standing Committee to the Board of Directors. Localized Advisory Councils may be established to promote the mission and work of the Organization and to raise public awareness and raise funds for the Organization. Any action or recommendations made by any Committee or Advisory Council membership may be accepted or rejected in whole or in part by the Board of Directors. All Committee meetings shall record their actions in reports that are submitted to the Board of Directors for their information with no action required. SECTION 2. COMPOSITION. Unless otherwise stated in these By-laws, each Standing Committee or Advisory Council shall be composed of a Chair who is a Director of the Board and such members as are proposed by the Governance Standing Committee or the President and CEO for approval by such Board. The Chair and each member of the Standing Committee shall serve a two (2) year term and shall be eligible for reappointment. Advisory Council members have MAExecutive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Committees\Governance Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Approved.docx Page 20 of 40 Page 268 of 1598 � � .. �,- Ate. no limitations to their tenure on the councils. The Chair of all Standing Committees and Advisory Councils shall be members of the Board of Directors. The Organization's Board of Directors only hires or fires members of the Foundation and they have no other role with the Foundation. Minutes of the Foundation's meetings are provided for the Board's information. SECTION 3. MEMBERSHIP. Standing Committees shall have members of the Board of Directors and Advisory Councils shall have members of the Board of Directors with high attendance from the community. Standing Committees are a mix of other Board Members and community representatives when appropriate. All members of Standing Committees and Advisory Councils shall recommend new members and, if approved by that body, will be submitted to the Board of Directors for approval as stated in these By-Laws.The Directors are to be elected by a majority vote of the Directors of Alzheimer's Community Care, Inc. SECTION 4. DUTIES. A. Governance Standing Committee. This Committee shall: 1. Be composed of not less than three (3) persons currently serving on the Board whose terms are not expiring at the upcoming election. 2. Review and provide guidance to the Board of Directors and ensure that the Organization carries out the purposes for which it was established in a responsible and accountable fashion, including adherence to its established policies. 3. Make recommendations towards building and maintaining a strong Board, setting goals and expectations, cultivating leadership among individual Board members and developing priorities that can be evaluated during Board retreats and other official/social exercises. 4. Work throughout the year to determine the needs of the Board and who can best serve the Organization in each elective position. 5. Gather information on potential candidates from all available sources such as Standing Committees, Advisory Councils, and other volunteers who have demonstrated a commitment to the work, values and mission of the Organization. Such evaluations for recruiting candidates for the Board will be cultivated from one year's work within the activities of the Organization. MAExecutive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Stand'ng Committees\Governance Standing Committee\By- Lawse2022vACC By-Laws 03.24.22-Approved.docx Page 21 of 40 Page 269 of 1598 ;. .: A * . , ., , 6. Establish a reliable, creditable and accountable annual process for ensuring the Organization remains current with governance mandates established by funders, government regulatory agencies and society. 7. Review and recommend for the Board's approval the Organization's By-laws and their status for appropriateness. It shall evaluate throughout the year any mandated changes and assess their importance as it relates to the Board's governance duties. Governance duties may include, but are not limited to, legal and professional requirements. 8. Annually review the mission and cultural requirements that are aligned with emerging trends that concern or affect Alzheimer's families and society. 9. Review and monitor the evaluations and reports of the Organization by such agencies as United Way, Nonprofits First, and others that are responsible for providing funding or certification and/or administrative ratings. 10. Be a closed committee with no community representation because of the highly confidential nature of the Governance Standing Committee's duties. 11. Review and evaluate policies and strategies as it relates to the Organization's online reputation. B. Finance Standing Committee. This Committee shall: 1. Review the financial reports of the Organization and make regular reports to the Board of Directors through recorded minutes. Meetings are scheduled bi-monthly or when the Board Chair or Chair of the Committee requests one. 2. Retain a Financial Consultant that acts as an independent advisor to ensure that the fiscal processes follow a set of best practices that mitigates any material risks that the Organization faces related to its financial condition and controls and financial reporting. 3. At each of its meetings, the Treasurer or a designee conducts inspections of check documentation and other financial transactions as shall be deemed appropriate and prudent. 4. Conduct annually a meeting with the Organization's Insurance agents to provide a report on the status of all insurance policies inclusive of M:\Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Oirectors\Standing Committee5\Governance Standing Committee\By- Lawsx2022lACC By-Laws 03.24.22-Approved.docx Page 22 of 40 Page 270 of 1598 p yyI the coverage and costs. This meeting shall be held in the spring before budgetary decisions are made for the next fiscal year. Insurances that are required by the Organization and its funders include but are not limited to the following: a. Directors and Officers Liability b. Professional Liability c. Anti-Fraud Policy d. Anti-Theft Policy or Employee Dishonesty Policy e. Automobile Policy f. Health Insurance g. Fire and Flood Insurance h. Lease Insurance Coverage 5. Review and report on any other fiscal record-keeping functions that would normally be under the purview of a person serving as a Treasurer. 6. Make recommendations to the Board of Directors on limit levels of funds for Reserve Accounts and the Organization's Annual Budget. The Organization's reserves are placed within the Foundation's investment duties. 7. Once a year, a combined meeting is conducted with the Human Resources Standing Committee to review the benefit package inclusive of Health Benefits, Compensation (salaries, adjustments, etc.), and the Advisory Council's 401(K) Retirement programs' recommendations that affect the Organization's annual budget. This meeting is conducted during budget preparation time which is in May or lune. 8. Once a year, report all pertinent disclosures of members or staff on actual or possible perceived conflicts of interest that are related to the business and financial interests of the Organization as well as related party transactions (i.e., leases, contracts or other written agreements.) This report is provided to the Board of Directors at its January meeting, is reviewed by all Directors, and all actions are recorded in the minutes. These minutes are always reviewed by an Independent Auditor. 9. Be chaired by the Treasurer and may have an Assistant Treasurer who should be a Board member. MAExecutive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Comm ittees\Governance Standing Committee�By- Lawse2022vACC By-Laws 03.24.22-Approved.docx Page 23 of 40 Page 271 of 1598 ZHUMER' �. Commmirl ARS:' 10.Appoint the Vice President of Finance as the professional staff of the Finance Standing Committee. He or she will work with the Treasurer in setting agendas and preparing and submitting minutes of meetings for the Standing Committee's approval. Such minutes shall also be sent to the Board of Directors for their approval. 11.Be a closed committee with no community representation because of the highly confidential nature of the Finance Standing Committee's duties and business. C. Human Resources Standing Committee. This Committee shall: 1. Meet quarterly unless the Board of Directors or the Chair of the committee requests a special meeting clue to any Human Resource issues that require attention. 2. Ensure minutes are produced on the actions of the committee and those minutes will be reviewed by the Board of Directors at its meetings. 3. Once a year, conduct a combined meeting with the Finance Standing Committee to review the benefits package inclusive of Health Benefits, Compensation (salaries, adjustments, etc.), and the Organization's 401(k) Retirement program's recommendations that affect the annual budget. This meeting is conducted during the budget preparation period which is in the months of May or June. 4. Act as an external point of contact for investigating any whistle- blowing issues as identified as a perceived violation and, if necessary, initiate an examination of policies, procedures, and practices on the matter. These policies and procedures are written within the Employee Handbook. 5. Review the statistical data and annual reports for the Organization on the employees' compensation structure. 6. Review resources that could be utilized by the Organization's professional leadership and management when appropriate. 7. Review annual survey/report for ensuring stability within the rank and file of the Organization and as it relates to staff retention and volunteerism. 8. Review the volunteer report(s) on the activities of the department inclusive of an annual appreciation event as well as any grievances that may materialize. Volunteers are considered to be unpaid staff MAExecutive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Comm ittees\Governa nce Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Approved.docx Page 24 of 40 Page 272 of 1598 ,Arc8iL�'-�Ln' AR11" and are addressed in a Volunteer Handbook. The Vice President of Human Resources manages the Organization's Volunteer Program and monitors all their activities, inclusive of the Senior Companion Program. This Program is operated by the Florida Department of Elder Affairs and administered by the Organization. 9. Review recommendations and plans for ensuring the safety requirements of the staff and volunteers who work within the service sites, Organization's principal office and other offices, and review the need for purchasing required publications, equipment, and other devices as recommended by state and federal regulatory agencies. The Vice President of Human Resources is the chair of the Safety Committee which is considered a best practice by OSHA and Workers Compensation Programs, both of which are regulatory agencies. 10.Submit statistical reports that depict the success, beneficial rewards, and employee satisfaction surveys regarding the Organization's Health Plan, 401 (k) retirement program, and employee retention. 11.Submit reports on the best practices for ensuring that the Organization is aligned with all federal and state employee regulations such as Affirmative Action, Americans with Disability Act, COBRA, Equal Employment Opportunity, Fair Labor Standard Act, Family Medical Leave Act, OSHA, Workers Compensation and other laws. 12.Provide annual updates about best practices such as maintaining a Drug Free Workplace, reducing or addressing Harassment in the Workplace, and safety requirements which may include purchasing publications, equipment, and other technology recommended by state and federal regulatory agencies. 13.Be a semi-closed committee to community representatives because of the highly confidential nature of the Standing Committee's duties. Only Licensed or Certified industry representatives are appropriate to serve with Board Members on the Committee with Board approval. D. 401(k) Standing Committee. This Committee shall: 1. Help in making recommendations for the management of the Organization's 401(k) plan. M:\Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Comm ittees\G overna nce Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Approved.docx Page 25 of 40 Page 273 of 1598 o CARL' 2. Make recommendation to help manage the Alzheimer's Community Care 401(k) plan "with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and like aim"... 3. Review bi-annually the plan's investments so as to minimize the risk of large losses, unless it is clearly prudent not to do so. 4. Help in managing the Alzheimer's Community Care 401(k) plan in accordance with all plan documents as long as they are not inconsistent with ERISA. 5. Review educational material available to plan participants. Some of these formats will include: brochures, computer modeling, group seminars, conducting employee surveys and individual sessions. 6. Ensure that ongoing educational tools are offered and available to employees so they remain well versed on the accessibility of their 401(k) plans and are able to meet their retirement goals. 7. Sponsor an annual satisfactory survey on accessibility and their knowledge of the plan and report the outcomes to the Board of Directors. E. Community Care Services Standing Committee. This Committee shall: 1. Review the statistical data reports of all the services and resources of the Organization and make regular reports to the Board of Directors. 2. Review and may recommend approval for policy decisions that affect the expenditures, performance, and efficiency of all of the Organization's services and resources. 3. Annually review service and resource manuals when appropriate. 4. Identify and support addressing emerging needs and provide professional support from the membership when appropriate and available. 5. Issue reports on accreditation and regulatory agencies that will certify the effectiveness and outcome of these review processes. 6. Encourage community involvement. MAExetutive\ALZHEIMER'S COMMUNITY CARE,iNC\Board of Directors\Standing Comm ittees\Governance Standing Committee\By- Lawse2022vACC By-Laws 03.24.22-Approved.docx Page 26 of 40 Page 274 of 1598 ALZHEIMERS COMMUNITY ARO tev R' cr,s`4'iz. F. Advocacy Standing Committee. This Committee shall: 1. Recommend annually to the Board of Directors the direction and course of action for advocacy activities on behalf of the Organization. 2. Recommend strategies that may include retaining a lobbyist by evaluating their accomplishments and effectiveness at end of Advocacy Campaign, for advancing the mission and work of the Organization. 3. Establish the extent of projects and goals for the advocacy activities for the Organization. 4. Provide progress reports of all activities on the committee's advocacy efforts to the Board of Directors. 5. Recommend to the Board of Directors performance outcomes that may include, but are not limited to, the lobbyist, coalition directives, role of the advocacy committee, etc. 6. Encourage community involvement. 7. Produce an annual Advocacy Report on the activities of the Annual Advocacy Campaign. G. Development Standing Committee. This Committee shall: 1. Review and recommend to the Board the annual schedule of events and activities and establish financial goals to ensure that they meet the requirements of the Organization as stated in the annual budget. 2. Review and recommend fundraising projects annually and their financial impact on the Organization. 3. Recommend policy changes relative to business liability and community concerns as they relate to fundraising endeavors. 4. Establish and recommend new projects incorporating measurable outcomes and policies and procedures for managing new fundraising and planned giving programs, as well as a capital campaign for supporting the growth needs of the Organization's services and resources. 5. Evaluate and report on the effectiveness of such projects as public service announcements through television and radio, the quarterly Alzheimer's magazine, publicity, web site, Facebook, Twitter and other social media endeavors. 6. Encourage community involvement. MAExecutive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Committees\Governance Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Appsoved.docx Page 27 of 44 Page 275 of 1598 H. Audit Standing Committee. This Committee shall: 1. Review the audit plans for the coming year and discuss them with the external audit firm. 2. Oversee proper external review of the Organization's audited financial statements, as well as the Organization's risk management to include monitoring the internal control environment. 3. Develop and periodically review audit-related policies; have a regular process of determining whether it is receiving quality audit services for a fair price based on established policies and regulations. 4. Meet with the auditors on observations on staff skills, qualifications, and performance related to those audited functions. 5. Address any issues identified in the required communications and management letter. 6. Review the performance of the auditors, ensuring continued independence. 7. Review with management and the external auditor, the internal control process and risk management and mitigation process. 8. Report and recommend the results of the audit findings to the Board for approval. 9. Review the IRS form 990 annually, prior to submission. 10.Review the presentation of the financial information in the annual report before printed. 11.Conduct private executive sessions at least two times a year with the external auditors and management. I. Advisory Councils. The Advisory Councils shall: 1. Recruit and recommend volunteers who will support the mission and vision of the Organization within an area that it serves. 2. Abide and support the Organization's policies and procedures. 3. Recommend areas of need and resources to continue the expansion of the Organization's services as well their effectiveness. 4. Identify resources and funding opportunities so that the local services can be sustained. 5. Educate the local communities on the existence of the Organization and continue to enlarge its image in a positive fashion. 6. Recommend and support fundraising and educational endeavors for the families and patients that the Organization serves. W\Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Committees\Governance Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Approved.docx Page 28 of 40 Page 276 of 1598 1_H E' � �CCf 7. Be chaired by a Board member that lives within that community, a designated Board member, or a person designated by the Board. 8. Create and submit to the Board of Directors reports for their information. 9. Be a community effort and cultivate potential supporters and/or Board members. M:\Executive\ALZHEIMER'S COMMUNITY CARE,MC\Board of Directors\Standing Committees\Governance Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Approved.docx Page 29 of 40 Page 277 of 1598 E 'S �.k ICO ITN" CAW ARTICLE_X — ALZHEIMER'S COMMUNITY CARE FOUNDATION,-INC. ("FOUNDATION" SECTION 1. MISSION. The mission of the FOUNDATION is to be the custodian of gifts and to promote and advise philanthropic actions for the benefit of Alzheimer's Community Care, Inc. The Alzheimer's Community Care Foundation, Inc. will only provide goods, services and funds to Alzheimer's Community Care, Inc., which will in turn limit their gifts to helping victims of Alzheimer's disease and related dementias. SECTION 2. MEMBERSHIP. The Board of Directors of the FOUNDATION will be appointed and removed by the Directors of Alzheimer's Community Care. The majority of the FOUNDATION's membership will be Directors of the Organization, but appropriate community membership is encouraged. The Directors of the Alzheimer's Community Care Foundation, Inc., have three-year terms and may be re-elected for any indefinite number of terms. SECTION 3. MEETINGS. The Governance Board does request funding and relates its requests through the Organization's budget process. MAExecutive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directorsl5tanding Committees\Governance Standing Committee\By- Lawse2022vACC By-Laws 03.24.22-Approved.docx Page 30 of 40 Page 278 of 1598 COAAMUNITY E AREm ARTICLE XI — AGENTS AND ATTORNEYS The Board of Directors by resolution may appoint and authorize such agents of the Organization as it deems proper and authorize such agents to act for it in specific transactions, including authorization to sign, acknowledge and execute appropriate contracts, deeds and instruments to the same extent and authority as if acted by and through its regularly elected and qualified officers. The Secretary may certify resolutions as necessary as being duly adopted by the Board of Directors to authenticate the actions of such agents. M:\Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Committees\Governance StandingCommitteelBY- Laws\2022\ACC By-Laws 03.24.22-Approved.dou Page 31 of 40 Page 279 of 1598 HEIt R' CO-MMUNFrY �- ARE" ARTICLE XII — FISCAL SECTION 1, FISCAL YEAR. The fiscal year of the Organization shall begin July 1 and shall end the next succeeding June 30. SECTION 2. BONDS AND INSURANCES. The President and CEO and members of the staff designated by the Board of Directors shall be covered individually and collectively by bond or insurance coverage. The Board of Directors shall be insured individually and respectively as well. Bond and all insurances shall be issued through an approved indemnity company and the Organization shall pay the related cost. SECTION 3. ANNUAL AUDIT. The financial affairs and accounts of the Organization shall be audited annually by a certified public accountant. M:\Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of❑ireCtGrs\Standing Comm lttee5\Governance Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Approved.docx Page 32 of 40 Page 280 of 1598 ARTICLE XIII — CONTRACTS LOANSw CHECKS AND DEPOSITS AND CUSTODIANS SECTION 1. CONTRACTS. The Board of Directors may authorize an officer or the President and CEO and his or her designee to enter into any contract, lease or execute and deliver any instrument in the name of and on behalf of the Organization specifically, or if inclusive of the Organization's annual budget. SECTION 2. LOANS. No loans shall be contracted on behalf of the Organization and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authorization shall be confined to specific instances. SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Organization shall be signed by such officer or officers, or designated agents, such as the President and CEO, of the Organization and in such manner as shall be determined by resolution of the Board of Directors. SECTION 4. DEPOSITS. All funds of the Organization shall be deposited to the credit of the Organization in accounts with such banks, trust companies, brokerage houses, mutual funds,Alzheimer's Community Care Foundation, Inc., or other entities as the Board of Directors may approve within the best practices of these By-Laws and Fiscal's Policies and Procedures. SECTION S. PURCHASE FROM DIRECTORS. The Board of Directors must authorize the purchase of goods or services from a Director or his or her firm in each instance. If goods or services are purchased from a Director on a continuing basis from year to year, the Treasurer shall make a report for full disclosure on this practice and,maintain on file as well as have it available upon request for the Independent Auditors. SECTION 6. CUSTODIANS. The Board of Directors may designate the Alzheimer's Community Care Foundation, a bank, trust, company, or depository as custodian of all funds and properties of the Organization, which custodian shall maintain a record of all receipts, expenditures, income and expense of the Organization and/or perform such ministerial duties as the Board of Directors by written direction may instruct. The custodian may receive fees for its services as may be agreed upon by the Board of Directors and the custodian. M:\Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Cam mittees\Governance Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Approved.docx Page 33 of 40 Page 281 of 1598 ALZHEIMERS COMMUNITY CAPE," F I s ARTICLE XIV — ORGANIZATION SEAL The Board of Directors shall provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the Organization, State of Incorporation and the words "Corporate Seal." M:\Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Comm ittees\Governance Standing Committee\By- Lawsx2022iACC By-Laws 03.24.22-Approved.docx Page 34 of 40 Page 282 of 1598 .'Cmnisq'!'ny.SSwa. f4+Y's ARTICLE XV — PARLIAMENTARY RULES All meetings of the Board of Directors, Executive Committee, and other Committees shall be conducted in accordance with the latest edition of Roberts' Rules of Order, except where such Rules conflict with provisions of these By- laws. M:\Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standin&Comm ittees\GovernanceStanding Committee\By Law5\2022\ACC By-Laws 03.24.22-Approved.dou Page 35 of 40 Page 283 of 1598 ALLIARVIERS COMMUNUY Rv ARTICLES XVI — AMENDMENT These By-laws may be altered, amended or repealed by a two-thirds (2/3) vote of the Board of Directors. Written notice of the amendment and its contents shall have been mailed and/ore-mailed to each Director at least five (5) business days prior to the meeting in which such amendments will be discussed and voted upon. M:\J xecutive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Committees\Governance Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Approved.docx Page 36 of 40 Page 284 of 1598 C&� 41 AREv ARTICLE XVII — NON-DISCRIMINATION The Directors, funded agencies, officers, committee members, and employees of, and persons served by, the Organization shall be selected on a non- discriminatory basis without regard to race, religion, national origin, disability, gender, veteran status, sexual orientation, or age. M:\Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Comm ittees\Governa nce Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Approved.docx Page 37 o€40 Page 285 of 1598 LDH J E 'S �` T`y �y ARE' ARTICLE XVIII INDEMNIFICATION The Organization shall indemnify Directors, Officers and Committee Members and Advisory Council Members to the extent permitted by THE FLORIDA NOT FOR PROFIT CORPORATION ACT and to that end shall maintain insurance to defend and pay damages (should that be necessary) and covering all costs and expenses of all litigation, including attorney fees, trial and appellate, for actions of the Board, Officers, Committee Members and Council Members past and present, providing that their actions were within the scope of their duties. M:\Executive�ALZHEIMER'S COMMUNITY CARE,INC\Board of Di rectars\Standing Committees\Governance Standing Committee\ny- Lawsx2022iACC By-Laws 03.24.22-Approved.docx Page 38 of 44 Page 286 of 1598 L WI:R'S RA.",0"WIWIT ARTICLE XIX--- DISSOLUTION Upon the dissolution or winding up of the Organization, Its assets remaining after payment, or provision for payment, of all debts and liabilities of the Organization, shall be distributed to a not-for-profit foundation or organization which is organized and operated exclusively for providing medical and nursing care for patients and supporting caregivers that suffer with an incurable, progressive, neurological brain disorder. In addition, the services must be for charitable purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws. 1 HEREBY CERTIFY that the Board of Directors of Alzheimer's Community Care,Inc.duly adopted the foregoing amended and Restated By-laws on the 24th day of March 2022. Kevin P. Wrenne,Secretary Organizational Seal }E HEIMER'S COMM€INM CARE,INC} rd of WredarskStandJng Commfttees\GmMancestandbv commkUtNe* Lrmt2o2Z\ACC 03.24.22«App"wed,doa Pop 34 of 40 Page 287 of 1598 d) p _ ,A .® Appendix A Article VI — Board of Directors, Section 16 - Code of Ethics and Conduct: WHISTLE-BLOWER PTTI All Alzheimer's Community Care, Inc. employees and Board members are protected from retaliation for reporting waste or violations of any law, rule or regulation so long as the employee or Board member: • Reports in good faith his/her belief that there is waste of public funds® • Reports in good faith the violation or suspected violation of a law, rule or regulation; • Participates in or gives information in an investigation, hearing, court proceeding, legislative or other inquiry, or other administrative review; or • Objects to or refuses to carry out a directive that the employee believes in good faith to violate a law, rule or regulation. The Organization is forbidden from taking the following adverse action against an employee or Board member for exercising his/her rights listed above: • Discharging the employee or Board member; • Threatening the employee or Board member; or • Discriminating against the employee's employment or the Board member's standing on the Board. Discrimination against employment includes compensation, terms, conditions, location, rights, immunities, promotions or privileges. If Alzheimer's Community Care, Inc. takes adverse action or intends to take adverse action that is forbidden by Federal or State of Florida legislation, the employee or Board member may sue for damages or an injunction within one hundred eighty (180) days. If a court finds that adverse action was taken or threatened, the court may enjoin further adverse action, order the reinstatement of the employee or Board member, order compensation for lost wages, assess a civil penalty and order payment of the employee's or Board member's attorney fees. The Organization may be awarded attorney's fees when an employee or Board member brings suit without reasonable basis in fact or law. M:�Executive\ALZHEIMER'S COMMUNITY CARE,INC\Board of Directors\Standing Committees\Governance Standing Committee\By- Laws\2022\ACC By-Laws 03.24.22-Approved.docx Page 40 of 40 Page 288 of 1598 Alzheimer's Community Care, Inc. Position Title: Director of ID Locator Services Supervisor: Vice President of Community Care Services Division: Community Care Services FLSA Status: Exempt Effective Date: October 1, 2014 Revision Date: January 6, 2020 Position's Major Description:The Director of ID Locator Services primary duty is to execute the promise that the Organization places a safetynet around patients and caregivers every day. These duties include oversight of the mission and goals of the service, directs and manages staff and training, facilitation of the service to patients and caregivers within the three service areas, provision of equipment and inventory, serves as the point person with communications to and from SafetyNet Tracking Systems, Law Enforcement and caregivers in an elopement event, also includes supporting ongoing relationships with community partners and the reporting lead to committee members,team members and leadership. Facilitates special projects and other program related tasks as requested. Position Duties& Responsibilities: 1. Organizes, coordinates, and manages ID Locator caregiver and patient files and updates computer and realignment of databases as needed. 2. Assists with the procurement„sustainment of inventory and disbursement of supplies in coordination with department equipment. 3. Ensures that the functionality of the ID Locator Services is aligned with all contracted agreements. 4. Communicates with staff providing referrals to the service and follow-up of locators. 5. Oversees the flow of incoming referrals, determines urgency and the disbursement of equipment as needed. 6. Generates reports at the direction of the VP of Community Care Services (CCS) monthly. 7. Maintains master spreadsheet on inactive/active patients on the ID Locator Services for the tracking, reporting and coordination of services FNC crisis line rotation. 8. Coordinates service delivery with ID Locator Coordinators)/Assistant(s)for assistance where necessary and as back-up when out of the office. 9. Utilizes SafetyNet tracking equipment to coordinate and conduct searches for a missing transmitter within the home and perimeter for the caregiver and patient, when needed. 10. Updates forms and other department related documents as directed by the VP of CCS, provides recommendations regarding department documents, policies and procedures and updates forms and other programs documents as needed. 11. Provides service overview to newly hired staff and resources within their respective territory related to the service delivery. 12. Provides direction, guidance and instruction to ID Locator Coordinators)/Assistants(s) and designated staff to sustain unrivaled customer service to caregivers and patients within the service territories. 13. Attends appropriate committee meetings and provides education and supportive materials relative to the service and its development. 14. Is responsible for all information as it relates to registrations, printed materials and verbal and written communications describing the service. M:IHRIHuman Resources\Job Descriptions\Director of ID Locator Program rev January 2020.doc 1 Page 289 of 1598 15. Provides support and assistance in special projects as designated by the Vice President of Community Care Services. 16. May assist Family Nurse Consultants,caregivers, family members and the professional community to facilitate service provision and community relations. 17. Responds to activity as required in organizational disaster plans related to ID Locator Services or where designated. Participates in Emergency Management/Business Continuation Pians as requested. 18. Works with Grants Department to produce reports/information/deliverables on grants/projects for funding purposes. 19. Responsibilities include entering information into various database systems which requires accuracy, integrity and competency. Le. Excel, Word,ADS, SAMIS, and other Web-based data bases to support service reporting and delivery. 20. Contributes with the development & implementing of policies to guide data entry, documenting database changes and making sure that the database effectively captures patient and caregiver information and generates analytical reports (where applicable) 21. Performs other administrative tasks as directed. Supervisory Responsibilities: Direct and supervise the training exercises and execution of those competencies and procedures for ID Locator Coordinators)/Assistant(s). Conduct performance reviews and appraisals of employees supervised in accordance with personnel policies adopted by the Organization. Performance shall be measured with reference to "standards of performance" as agreed upon competencies at the beginning of each fiscal year and in general,the appraisal shall relate to the quality of methods, procedures, services, and information,provided to and by the Organization.. Responsibilities also include interviewing, hiring, and training employees; planning, assigning, and directing work;appraising performance; rewarding and disciplining employees; addressing complaints and resolving problems. 1. Supervises production and performance of ID PA, FNCA and assistance from Volunteers on various projects. 2. Review and approve Paymaster for payroll submission (including mileage and expenses) 3. Review and approve all PTO request(s) for staff. 4. Monitor hours worked by staff;to prevent non-exempt staff from exceeding 40 hours per week work schedule, unless overtime is previously approved by either the Vice President of Community Care Services or the CEO. 5. Administer Performance Review(s) in accordance with organizations guidelines and timeframe. This includes conducting the 6-month performance evaluation. 6. Assist and/or provide further educational opportunities or tools to support and further the working knowledge needed for position performance. 7. Responsible for conducting and fulfilling the orientation for all newly hired team members. Position Relationships: Internal Relationships: Close working relationship with ID Locator Coordinators)/Assistant(s), Family Nurse Consultants, Family Nurse Consultant Assistants, Case Managers, Director of Family Nurse Consultants, Director of Specialized Day Services, Specialized Day Services staff, volunteers and Leadership. Works as a team member with other staff and departments to accomplish required tasks. External Relationships: Contact with patients, caregivers and family members, as well as healthcare professionals, law enforcement and vendors as needed. Contact may occur on the telephone and in person. M:IHRIHuman ResourceslJob DescriptionslDirector of ID Locator Program rev January 2020.doc 2 Page 290 of 1598 Other Relevant Aspects of Position: May require work in excess of scheduled hours from time to time. Travel may be broad due to three county service coverage. Position Requirements: Education and Experience: The employee is a professional with a high school diploma and/or three years of professional experience in a care management setting. Qualifications Skills Abilities: 1. Must be highly organized, independent, self motivated and self-directed. 2. Computer literate in Microsoft Word, PowerPoint and Excel Spreadsheet and in the use of all office equipment (multi-line phone system, fax, copier, postage machine and meters). 3. Models effective customer relationship skills in both intake and feedback processes. 4. Excellent communication and people skills, both oral and written, with comfort in making outreach calls. 5. Must possess reliable transportation. Working Conditions: 1. Walking or standing 70%of the time, sitting 30%of the time and driving 60%of time. 2. Driving 50 to 250 miles on highways and side streets a week. 3. Works in shared office area with moderate noise level and restricted workspace. 4. Works with a department team of up to 70 people and may interact with up to 30 people daily. 5. During emergency conditions, may be exposed to long working hours. 6. During working hours, may be exposed to offensive odors. Position Resources: 1. Desktop setup 2. ACC Cell Phone and charger; 3. Business Cards; 4. Professional Name Tag; 5. Necessary Door Keys; 6. Necessary Door Alarm Code(s); 7. Long Distance Code; 8. Mileage Reimbursement 9. Tablet 10. 4 in 1 Fax/Copier machine I have fully read and understand the requirements of the aforementioned job description. I agree that, as a condition of my employment, I will maintain confidentiality regarding all patient and caregiver records and Alzheimer's Community Care financial issues, which may come to my attention. I also understand that as a condition of my employment, I will avoid all relationships, practices, and/or situations which present a conflict of interest. I understand that this job description is not intended and is not construed as an all-inclusive list of responsibilities, skills, efforts or working conditions associated with this position. 20 Signature Job Title Date M:IHRIHuman ResourceslJob DescriptionslDirector of ID Locator Program rev January 2020.doc 3 Page 291 of 1598 20® Printed Name Employment Date 20 Supervisor's Signature Supervisor's Title Date M:IHRIHuman Resources\Job DescriptionslDirector of ID Locator Program rev January 2020.doc 4 Page 292 of 1598 t S COMMUMY CARED Alzheimer's Com unity Care.. Inc,._ Position Title: Family Nurse Navigator Nursing Status: Licensed Practical Nurse Supervisor: Director of Family Services Division: Family Services FLSA Status: Non-Exempt Effective Date: March 1, 2022 Position Impact && Pure: The Family Nurse Navigator is a healthcare professional with specific clinical knowledge who offers individualized assistance to patients, families and caregivers to provide specific community-based, family centered support, services, and resources through the belief that where there is help,there is hope. Position gCsnonsibilities. • Triages cases (crisis and non-crisis), assesses patient and caregivers needs, creates an individualized plan of care, and provides appropriate care management services. • initiates and directs comprehensive services for implementing safety and preventive measures. Observes and estimates potential dangers of disabling conditions and indicates preventive and corrective measures when necessary. • Identifies environmental elements and health problems affecting the patient and family and makes/offers recommendations of corrective and/or preventive action be given to families and professionals. Completes appropriate follow-up in a logical time frame for maintaining continuous stability with the patient and family. • Coordinates and/or refers to outside agencies and service providers, either public or private,to ensure patient and caregiver's assessed needs are met. • Conducts initial,quarterly, and annual evaluations and ensures consistent, ongoing contact with all cases throughout the year. • Participates in "on-call" rotation, after business hours, for the 24-hour Alzheimer's • Community Care Crisis line service, with use of provided communication devices. • Provides education, training, and mentorship to new department staff and provides team leadership and support to peers. • Facilitates assigned support group(s) on a monthly basis and occasionally fills in as facilitator for other region's support groups. • Regularly audits patient files for compliance in order to meet quality assurance standards. • Substitutes in Alzheimer's Community Care's Specialized Adult Day Service Centers, as requested to meet patient-staff ratio compliance regulations. May be responsible for administering medications, documenting, and providing personal care, including but not limited to assisting with ambulation, transferring, toileting, bathing, feeding, and other personal care issues. • Represents Alzheimer's Community Care at professional meetings, speaking engagements, community-based trainings and outreach activities. • Maintains organized records and documents pertinent data on a timely basis. Accurately M:\HR\Human Resources\JOB DESCRIPTIONS\FAMILY SERVICES JOB DESC.'S (FNC-FNCA-Case Mgmt)\Family Nurse Navigator-LPN.docx 1 Page 293 of 1598 ALZHEIMER'S ARE" collects and enters data from source documents into Electronic Health Record (EHR) database. • Assists ID Locator Service Department with enrollment and maintenance of equipment as assigned, and interfaces with the service and families when incorporating into patient's care plan. • Works closely with the Family Services Coordinator on a weekly basis to communicate updates to ensure coherency and consistency. • May require work in excess of scheduled hours from time to time. Requires frequent travel throughout the community. • Performs other duties as requested. Work conditions may include, byt are not limited to: 1. Walks or stands 50% of the time, sits the other 50%. 2. May drive 20% of the time. 3. May lift or assist with lifting in patient transfers from wheelchair to chair, wheelchair to toilet, vehicle to wheelchair, etc. 4. Provides or assists with personal care from 5 to 10 times per day when substituting in Specialized Adult Day Service Centers. 5. During working hours, may be exposed to offensive odors. C. During working hours, may be exposed to bodily fluids and is required to implement universal precautions procedures. Position Requirements: Education: Associate Degree in Nursing(ADN) required and possess a current Florida Licensed Practical Nurse (LPN) license, with no restrictions on nursing practice. Experience: Two (2) years'clinical experience preferred; psychiatric or crisis intervention background preferred; meeting minimum years of clinical experience can be substituted by relevant work experience. Possesses knowledge and ability to provide comprehensive nursing care and knowledge of community and home health services, public health science, and the long-term care continuum of community-based, home, and institutional services. Day to Day Jo�uirements of Position_ 1. High levels of confidentiality regarding patient and family issues,diagnoses, financial status, etc. All federal confidentiality and/or super-confidentiality laws related to medical records apply to this position. 2. Must maintain current CPR, active Florida LPN license with no restrictions, and Level I I criminal background eligibility for both DOEA and ARCA. 3. May require work in excess of scheduled hours from time to time. 4. Must possess the ability to lift 50 lbs. maximum with frequent lifting and carrying of objects weighting up to 25 lbs. when substituting in Specialized Adult Day Service Centers. M:\HR\Human Resources\JOB DESCRIPTIONS\FAMILY SERVICES JOB DESUS (FNC-FNCA-Case Mgmt)\Family Nurse Navigator-LPN.docx 2 Page 294 of 1598 ALZHEIMEWS COMMUNrTy si 1, ' CARE' 5. Must possess the ability to frequently stand, walk,speak clearly, hear patients' communications, stoop, kneel, crouch, reach, and handle program supplies/equipment. 6. Must be able to work indoors or outdoors based on patient needs. Skills/Abilities: Must have reliable transportation. Must have the ability to handle multiple tasks simultaneously and still maintain flexibility. Must possess the ability to enhance the image of Alzheimer's Community Care in person, by phone and written communication. Must have ability to exercise sound judgment develop and initiate creative work solutions to obstacles and work very independently. Must possess computer skills and be able to operate all equipment necessary to complete duties. Must have good listening skills. Must be efficient with time management and be organized. Must be comfortable with public speaking and community teaching. Must possess the ability to quickly triage and intervene to diffuse crisis situations within the Alzheimer's continuum of care. Position Resources Provided by Alzheimer's Community Care: 1. Office key(s) 2. Alarm code(s), where applicable 3. Business cards 4. Professional name badge 5. Cellular telephone 6. Mileage reimbursement have fully read and understand the requirements of the aforementioned job description. I agree that, as a condition of my employment, I will maintain confidentiality regarding all patient and consumer records and ACC financial issues, which may come to my attention. I also agree,as a condition of my employment, I will avoid situations, relationships, activities, and agreements which present a conflict of interest. I also understand that this job description is not intended and is not construed as an all-inclusive list of responsibilities, skills, efforts, or working conditions associated with this position. Signature Date ...... 3 Printed Name Employment Date Signature of Supervisor Job Title Date M:\HR\Human Resources\JOB DESCRIPTIONS\FAMILY SERVICES JOB DESUS(FNC-FNCA-Case Mgmt)\Family Nurse Navigator-LPN.docx 3 Page 295 of 1598 ALZHEIMERS k z Alzheimer's Communiity Care Position Title: Family Nurse Navigator Nursing Status: Registered Nurse Supervisor: Director of Family Services Division: Family Services FL.SA Status: Exempt Effective Date: March 1, 2022 Position Impact&Purpose: The Family Nurse Navigator is a healthcare professional with specific clinical knowledge who offers individualized assistance to patients, families and caregivers to provide specific community-based, family centered support, services, and resources through the belief that where there is help,there is hope. Position Responsibilities: • Triages cases (crisis and non-crisis),assesses patient and caregivers needs, creates an individualized plan of care, and provides appropriate care management services. • Initiates and directs comprehensive services for implementing safety and preventive measures. Observes and estimates potential dangers of disabling conditions and indicates preventive and corrective measures when necessary. • Identifies environmental elements and health problems affecting the patient and family and makes/offers recommendations of corrective and/or preventive action be given to families and professionals. Completes appropriate follow-up in a logical time frame for maintaining continuous stability with the patient and family. • Coordinates and/or refers to outside agencies and service providers, either public or private, to ensure patient and caregiver's assessed needs are met. • Conducts initial, quarterly, and annual evaluations and ensures consistent, ongoing contact with all cases throughout the year. • Participates in "on-call" rotation, after business hours, for the 24-hour Alzheimer's • Community Care Crisis line service, with use of provided communication devices. • Provides education, training, and mentorship to new department staff and provides team leadership and support to peers. • Facilitates assigned support group(s) on a monthly basis and occasionally fills in as facilitator for other region's support groups. • Regularly audits patient files for compliance in order to meet quality assurance standards. • Substitutes in Alzheimer's Community Care's Specialized Adult Day Service Centers, as requested to meet patient-staff ratio compliance regulations. May be responsible for administering medications, documenting, and providing personal care, including but not limited to assisting with ambulation, transferring, toileting, bathing, feeding,and other personal care issues. • Represents Alzheimer's Community Care at professional meetings, speaking engagements, community-based trainings and outreach activities. • Maintains organized records and documents pertinent data on a timely basis. Accurately M:\HR\Human Resources\JOB DESCRIPTIONS\FAMILY SERVICES JOS DESUS(FNC-FNCA-Case Mgmt)\Family Nurse Navigator-RN.docx 1 Page 296 of 1598 0 1 -, ALZHEIMER'S `S 4 CARESCOMMUNffY E collects and enters data from source documents into Electronic Health Record (EHR) database. • Assists ID Locator Service Department with enrollment and maintenance of equipment as assigned, and interfaces with the service and families when incorporating into patient's care plan. • Works closely with the Family Services Coordinator on a weekly basis to communicate updates to ensure coherency and consistency. • May require work in excess of scheduled hours from time to time. Requires frequent travel throughout the community. • Performs other duties as requested. 1. Walks or stands 50% of the time, sits the other 50%. 2. May drive 20% of the time. 3. May lift or assist with lifting in patient transfers from wheelchair to chair, wheelchair to toilet, vehicle to wheelchair, etc. 4. Provides or assists with personal care from 5 to 10 times per day when substituting in Specialized Adult Day Service Centers. 5. During working hours, may be exposed to offensive odors. 6. During working hours, may be exposed to bodily fluids and is required to implement universal precautions procedures. Position Requirements: Education: Associate Degree in Nursing (ADN) required and possess a current Florida Registered Nurse (RN) license, with no restrictions on nursing practice. Experience: Two (2) years'clinical experience preferred; psychiatric or crisis intervention background preferred; meeting minimum years of clinical experience can be substituted by relevant work experience. Possesses knowledge and ability to provide comprehensive nursing care and knowledge of community and home health services, public health science, and the long-term care continuum of community-based, home, and institutional services. Day to Day Job-Requirements of Position: 1. High levels of confidentiality regarding patient and family issues, diagnoses, financial status, etc. All federal confidentiality and/or super-confidentiality laws related to medical records apply to this position. 2. Must maintain current CPR, active Florida RN license with no restrictions, and Level lI criminal background eligibility for both DOEA and AHCA. 3. May require work in excess of scheduled hours from time to time. 4. Must possess the ability to lift 50 lbs. maximum with frequent lifting and carrying of objects weighting up to 25 lbs. when substituting in Specialized Adult Day Service Centers. M:\HR\Human Resources\JOB DESCRIPTIONS\FAMILY SERVICES JOB DESC.'S(FNC-FNCA-Case Mgmt)\Family Nurse Navigator-RN.docx 2 Page 297 of 1598 ALZHEIMER'S F 5. Must possess the ability to frequently stand, walk, speak clearly, hear patients' communications, stoop, kneel, crouch, reach, and handle program supplies/equipment. 6. Must be able to work indoors or outdoors based on patient needs. Skills/Abilities: Must have reliable transportation. Must have the ability to handle multiple tasks simultaneously and still maintain flexibility. Must possess the ability to enhance the image of Alzheimer's Community Care in person, by phone and written communication. Must have ability to exercise sound judgment develop and initiate creative work solutions to obstacles and work very independently. Must possess computer skills and be able to operate all equipment necessary to complete duties. Must have good listening skills. Must be efficient with time management and be organized. Must be comfortable with public speaking and community teaching. Must possess the ability to quickly triage and intervene to diffuse crisis situations within the Alzheimer's continuum of care. Position Resources Provided by Alzheimer's Community Care: 1. Office key(s) 2. Alarm code(s), where applicable 3. Business cards 4. Professional name badge 5. Cellular telephone 6. Mileage reimbursement have fully read and understand the requirements of the aforementioned job description. I agree that, as a condition of my employment, I will maintain confidentiality regarding all patient and consumer records and ACC financial issues, which may come to my attention. I also agree,as a condition of my employment, I will avoid situations, relationships,activities, and agreements which present a conflict of interest. I also understand that this job description is not intended and is not construed as an all-inclusive list of responsibilities, skills, efforts, or working conditions associated with this position. Signature Date Printed Name Employment Date Signature of Supervisor Job Title Date M:\HR\Human Resources\JOB DESCRIPTIONS\FAMILY SERVICES JOB DESC.'S(FNC-FNCA-Case Mgmt)\Family Nurse Navigator-RN.docx 3 Page 298 of 1598 EXTENDED TO MAY 16 , 2022 Retum of Organization Exempt From Income Tax OMB No.15d6-07 Eortn,990 Under section 501(e),527,or 4947(a)(1)of the Internal Revenue Code(except private foundations) 2020 00Do not enter social security numbers on this form as it may be made public. �epmtme[rt o€the Treeatuy „��: t '. t 33ev�ua eervioe Go to www.irs,.. v/Farm990 for instructions and the latest information. A For the 20211 calendar year,or tax year beginning JUL 1 , 202 0 and ending -JUN , $ Cho*ff C Name of organization D Employer identification number vppikaMm O ALZHEIMER'S COMMUNITY CARE, INC. 0� Wrbusiness as 31-1481653 Din Number and street(or P.O.box if mail is not delivered to street address) ROOMsuite (E Teiephone number EInyurry 800 NORTHPOINT PARKWAY 101.–B (561) 683-2700 a City or town,state or province,country,and ZIP or foreign postal codel ,. `2 [] WEST PALM BEACH, FL 33407 "` F- H •r a up relorn O aaa F Name and address of principal officerMARY M. BARNES I E „"f r s3� eal Yes ®No P-" SAME AS C ABOVE P YeB E No I Tax-Exempt—status: „ „501(c){3) 501 c A Insert no_ 4947fa�(14, If`No,'attacYr a list.See Instructions d website:ow WWW•ALZ G CARE.0R Hlc )lo,Grou exam tion number !K Form of organization: g arpo Trust i,... I Association MOP- L Year of formation: 19 9 61 M State of[Nal domici€e:FL E Summary 1 Briefly describe the organization's mission or most significant activitles: SEE SCHEDULE 0 m c 2 Check this boxif the organization discontinued its operations or disposed of more than 25%of its net assets, 'a 3 Number of voting members of the governing body(Part V1,line 1a) ............................................................ 3 ( 14 C7 4 Number of independent voting members of the governing body(Part A,line 1 b 5 Total number of individuals employed in calendar year 2020(Part V,line 2a) ------------------------------------------------ _5 8 Total number of volunteers(estimate If necessary)...................... .. ........................... B 7 a Total unrelated business revenue from Part Vlll,column(C),line 12 .... .......... .. 7a 0, b Net unrelated business taxable income from Form 990-T Part 1,line 11 .... I 7b 77 Prior Year Current Year , � _ m 8 Contributions and grants(Part All,line 1 h _ 3 ,75-53—,032- , ' m9 Program service revenue(Part VIII,line 29) 3, 10 Investment Income(Part All,column(A},lines 3,4,and 7d) .............................. 11 Other revenue(Part VIII,column(A),lines 5,6d,Be,9c,10e,and 1 i e) ..............I......... _ — .2 0 5 , 12 Tatal revenue.add lines 8 th h 11 lmust gua!Part Vlll,column i ,line 12l C3- 13 , 313 Grants and similar amounts paid(Part Ix,column(N,limes 1-3) ..................... ...... 4, 14 Benefits paid to or for members(Part 1X,column(A),One 4) ................... 15 Salaries, � 16a Professional fundraising fees(Fart IX,column(A),line i 1 e column(A),Ilrres 5-10-..------. , �, her pe employee { )......... ). .. . b Total fundraising expenses(Part IX,column(D),line 25) ` _ _ 2 8$ 17 Other expenses(Part IX,column(A),lines 11a-11 d,11f•24e) ...... 2, 5 ,9$ ,-877: 18 Total expenses.Add lines 13.17(must equal Part IX,column(A),line 25) ..................... , 5 7 4 ,7 3 9 , 172, 19 Revenue less expenses.Subtract line 18 from line 12 ................................................ ,12 9. ,7B,127 Beginning of Current Year End of Year ' 4 2 17. 20 Total assets(Part x,Ilse 15) ............................................... 1 2 , 295. - —0,M677. . 21 Total iiabirrues(Part x,line� ........................................... r ............................... _ 22 Net assets_or fund balances.Subtract line 21 from line 20 .......................................... 3,2.0 4.,T,9-7–.F– artb . . n ter Under penalties of perjury,l declare that I have examined this return,including accompanying schedules and statemenfs,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 na ere o o carLlav Here MARY M. BARNES, PRESIDENT ype or pdn)Warne enc —® Orin ype preparer' same Preparers signature check Paid THOMAS A. PENCE, JR. 0 0141013 Preparer Firm's name CALER, DONTEN, LEV INE ET AL. P.A. I Firm's EIN i28 TrJ2 81 Use Only Firm's address 505 SOUTH FLAGLER DR, :#900 WEST PALM BEACH, FL 33401-5948 Phone no.561-832-9292 N19-y the IFIS discuss this return with the ZeEor shown above?See instructions ................ ...... . Yes L- No 032001 12.23-20 LHA For Paperwork Reduction Act Notice,see the separate instructions. Farm 990(2020) Page 299 of 1598 12117121,3:22 PM https:llefile.prosystemfx.00m! Product:Exempt Category: IRS Center.Ogden Name:ALZHEIMERS COMMUNITY CARE, a-Postmark:1711712029 1:44 PM INC. FEIN:—1653 Plan Number. Notification: Bank Info: Fiscal Year Begin Date:711!2020 Fiscal Year End Date:6/3412021 eSlgned: IRS Message: Return Infonnatlon Date Return ID } Type of Activity Submission ID 1 Refund!(Due) Updated eSign 8y Date 12108f2021 120X:001039.000T:V1 Upload Started I 12lOt312021 124X_001039,000T:V1 Ready to Release by Customer I 12/17/2021 12(M.001039.000T:V1 Released for Transmission-Validation in nico1e8505 Progress 12!1712021 120X:001039.000T:V1 Ready to transmit-Validation Complete j 1211 M021 (20K001039.000T:V1 ; Transmitted to FD 65671220213510339e26 12/17/2021 20X:001039.000T:V1 Accepted by FD on 1211712021 ID Status Dote Status w State/Other State Category FBAR FBAR BSA ID 111 Page 300 of 1598 IRS a-file Signature Authorization OMB NQ.MO-OW m 8879-EO for an Exempt Organization - ror fried.,Veer 2—.ar Waal VW> J-UL 1, r .020,wW endfRg JW 30 .2o 217. L n�� DepaAftmt of the Tre"Wy 110- Do not send to the IRS.Keep for your recarrla. [mend Rev8"M tea .Ins ovJFormW9E0 for the latest Wf on,. m. ® Dame of exempt orgwilWon or person sOW to tax TaxRayer ldentiftoallon radar ALZBEIMER'I O ZTY CARE IN ., _37.-148155.3 Name and ft of railcar or person sub od ttr tax MARY X. BARNES PRESIDENT Parti a of Fiewrn and Retum Information (tnlhois Dollars or Checkthe box forthe Tatum farwhich you are using this Form BU9-i-0 and enter the applicable ammnt,H any,y from the return-If you check the box on Nine is,2%3a,4a,Sa,Be,or 7a bslowr and the amount an that line for the return being tffed with this form Was blank than leave Itne ib,2b,3b,4b,Sb,Bb,or 7b,whkxrevo Is applicable,blank(do not enter 0),But,If you entered D.an the returry then enter•0•on iha applk*Ua Ina below.Do not complete more than one Ilse in Part I. is Form 9W check here )P® b Total retinene,9 any(Form 990,Part VIII,oohann(A),line 12} EZ cheek here y 1b $ ,5 41n�353. _ 2e Form 890- �Q b Total revenue If ors 890•EZ Ire 9) .............. 2b 3a Form 11206POL check here i•Q b Total tax(Form 1120•P01,fine 2 3b 4e Fcrm 9MPfF check have b Tax based on Investment income(Form 980-PF,Part VI,Irne 5) 5a Form 886Bcheck here b Balance due(Form 8968,line 3c) ......-- 6a Form f190-T check here 10 Q b Total tax(Farm 990-T.Part Ill,Ina 4) 86 Ta Form 4790chackham_ ► b Total tax tTvrm,4720.Part III;Kae Tit q Declaration and Signature Aut1wrixation of Officer or Pemon Subject to Taut Under psnalfies of pedury.I declare that I am an affh:er of the above organization or El I am a person subjeat to tax with respect to (name of organtaatkw) .,.„”(E" and that I have exarnInel a copy of the 2020 etectroric return and accompanying schedules and statements,and,to the best of my knowledge anti beef,theayy are true,correct,and cornpp��e I further declare trier the amount In part I above la the amount shown an the copy of the areatronlo ratLun. I torment to allow my fn ertrmedWe service provider,traWn tter,or electronic return od*atltor(ERC))to send the return to the MS arxi to revalue from the IRS(a)an acknowladgement of raotlpt or reason far reRotlon of the transm*siart,(b)the reason for any delay in processing the return or refund,uW(c)fire date of any ra und.If appplicable,I authariza the U.3.Treasury and its desWated Finan al Agent to Guitlste 9n eiectrnnlo fiurtde wlOrdrawal(dlret:t ds�arriry to the flrrerlcbll lnstikrtion acoouxut ind icated�the tax prep�atbn software for payment M the federal recces avtiaad an this rsturrr,and the flrrutnolal In�tiitutfom to debit the entry to rids account,7v retrolce oicat io a I must corutact 1ha ll.8.Treasury Firtanclsl Agetrt at 1.899~353537 no later sham 2 bustn�s days pilar#a ttie ( date.I also autirerize tits f�roCiaf�kts�Ulutlone valved in the�ncessing�the aledrantc payment of tex�os to reosiva Iden num�bar{P13nfarihe eier►lrettirn If appcabiethe�oor anteleciromEcdhmds v wen. PUVa check ane box only ®I euthadze CALM, DONTEff LEVI= ET_.AL P.A. toentermyPINI 81653 ERO firm name nteerafive f entndo tl aheeroear as my signature on the tax year2020 elootronlczft flied return.If I have indloawd within thle return that a copy of the return rs being filed With a state agency(las)regulating cha ffiBs as part of the IRS FedlState program,I also authorize the aforementioned ERR to enter my PIN on the return`s dlscloaure consent screen. Q As an officer or person subject to tax wM respect to the organfaation,I will enter my PIN as my signature on the tax year 2020 elecMrdwfly fled return.If I have lndla t within this return that a copy of the return Is being feed with a state agencAn) regulathtg ciafitles as part of the Iii;" : /Stata program,I will ant ly PIN on the return's dlsokmre consent screen. Hart a .. ertific:atio� ped 1 0 n A n Ei01s EFV"IN.Enter your aix-digit electrordo ntlficatfon number(EFIN)k&wed by your five•digit satf selected PIN. 1656712 Do out anlgrall zenrs 1 cartify that the above numarlc entry Is my PIN,which I%my ttlgnaWm on the 2M0 electronically fled return indioated above.I confirm that I am submitting this return in accordance with the requirements of Pub.4M,Modernized s•Flia(MsF)Information for Authorized IFtSa-fePravidemfor Busirms,R . ERJYs signabse ............. — M ERO Must Retain This Farm-See Instructions Do Not Subunit This Form to the IRS Unless Requested To Do So LHA For Paperwork Reduction Act Notice,see Instructions. Form 8879-EO(2f o) 02sosi 11-43.20 173012D8 139979 001039 .0007 2020,05000 ALZEEIMER'S COMMITY CARE, 001039_1 Page 301 of 1598 Fban 8868 1 Application for Automatic Extension of Time To File an (Ray.JanuM 2020) Exempt Organization Return OMB No.1545-0047 Dapxtmw1vftheTfamcW - File a sapararte application for each rakwn. fth=A RmMs Safte Go to wviwJrs.9ovffcmWM for tha latest Intonnation. Electronic filing(a_ le}.You can electronically file Form BW8 tarequest a 6-month MAornatic extension of time to file any of the fonTo listed below with the exception of Form 8870,Infonnation Return for Transfers Associated With Certain Personal Benefit Contracts,for which an ean request must be sent to the IRS In paper format(see Instructions).For rftore details an the electronic Ming of this form,visit wwwjm.govle-f&-provideWe-Na--tar-charkkm-and-non-proft, Automabc 6-Month Extens'an of Time.Only submit original (no copies needed). AM corporations required to Me an income tax return other 1han Form 990-T(Including 1120-C filors),partnerships,RMICs,and busts must use Form 7004 to request an extension of time to Ale Income tax returns. Type or Nam of exampt organization or other liller,am Instructions. Tawmyer Identffication number MN) Prim Fb.y ALZHEIMER'S CQMMMIVX_��_ 3:1-1481"653 Number,street and room or suits im.if a PA box,see Irtaftuctions. fmnoy— 800 NORTHPOINT PARKWAY, NO. 101-B rat=.am hsftcwm City,town or pod office,state,and ZIP Code.For a fureign address.we Insbuctlans. PALM BEACH-,,--FL 33 u.407-1 Enter to Return Coda for the return that this applicadlon Is for(No a separate application for each reWrn) ..._........ ...... ........... "=El Application Retum Application Return- Is For Code Is For Coda Fare QM or Form 990-EZ • Form 99&7'co 07 Form 990-BL 1 02 Form 1041-,4 I 08 09 Form 990-PF 04 Form SM Form 4.720-Andlykiyan 03 Form 4720(other 11han individual) Form 990-T twee,401�A or*3N.A)tru _ 45 'Form 6089 11 r vel Fo 70 12 MAR -iNT PARikki—, ' TJ—:Y M. BAPMS "' fi]�O E 101-B * Thebooksare inthacareof lllp� WEST PALM BEA0, E�L 3340 TofephonsNo.110> 1- 9W "b"d F;ax No. 0. * if thea izandoes not have an office or piece of busliness In ft United States,check this box...... ......—_.......... * If this Is fur a Group Ratum,arrter the orgmtzation's four digit Group Exemption Number(GE" If this In for the whole group,check this box if it lo for P of the ToW,check this box and attach a le as and-RNs of all members the extension Is fbE I I request an automatic 8-month axternkn of ' until MAY 16 , 2 0 2 2 to Me the exempt oimbon:retum for the organbmilon named above.The extension is for the oWizadon's return for E::1calandaryear_ or lis�EE tax year beginning —�__ __2020andending2021 , JIM 30 , 2 If the tax year entered In line 16 for less than 12 months,chtack reason: C]Inflial return CD Final return Change In accounting period ... . .................. an If this application is for Forms 9W-BL,99GPF,SMT,4720,or 5089,enter the tentative tax,bass. MLgonrerknd 3a 3 b If this application is for Forms 990-PF,99D-T,4720,or SM,enter any refundable credits and estimated tax wgrots Ole.l d rrrapnt silo ser fL a Balance due,.Subtract Itnsft from ane3a.Include your payment with Me form,if required,by I S. - . 3c 1 S 0. Cautlorn If you am going to make an electronic funds withdrawal(direct debit)with this Form 8868,see Form 8453-EO and Form 8879-EO for payment instructions. LHA For Privacy Act and Paperwork Reduction Act Notice,aw Instructions. Form SM Nv.1-2020) 4 0"1-20 09151026 139979 001039.000T 2020. 04030 ALZHEIMER'S C0MHM1TY CARE, AWM2 bf 1598 Form.9012020) ALZHEIMER'S COMMUNITY CARE, INC. 31-1481653 pa:e 2 T- tatiffiiiii af,Firb5iiiiii-al 411 [ E Accomplishments Check if Schedule 0 corrtains a-e5ponse or note to an, line in this Pad III .......... .. ........... I Briefly describe the organization's mission: SHE SCHEDULE 0 Did the organization undertake any significant program services during the year which were not listed on the prior Form 990 or 99D-EZ? ..... ... .............................. ....................._............................... F—]Yes CE N, If'Yes,'describe these new services on Schedule 0. 3 Did the organization cease conducting,or make significant changes in haw It conducts,any program ...... E]Yes EXI Na If"Yes,'describe these changes on Schedule 0. 4 Describe the organization's program service accomplishments for each of its three largest program serAm,as measured by expenses. Section 501(c)(3)and 501(c)(4)organizations are required to report the amount of grants and alkcalions to others,the total expenses,and .......revenue,if any,for each nen service T, xied. 4a (C-d-. ) 4 ,43 13 11 , 5. inniud I 1 11 n 1 im 9 g - of S 4 , 181. ) (R,.u.S 3 5 5 4 '6 OPERATION OF DAY CARE FACILITIES FOR TH—OSE WITH ALZHEIMER-'-S— DISEASE AND RELATED DISORDERS 27 4b (Code. ( 9 D2 F-p-- hiduding gunis of$ (Revmua3_ 20,7 3.. ) CASE MANAGEMENT SERVICES FOR BOTH THE PATIENT AND RELATED FAMILY MEMBERS SUCH AS EDUCATION, SUPPORT, INFORMATION AND REFERRAL, AND ADVOCACY THROUGHOUT THE DEMENTIA LIFESPAN. 4C (Cocw. (�werms$ --T 01,S 8 5 Irrcluding gim of S (Revenues 2 ,-7` 7 ) EDUCATIONAL TRAINING AND MATERIALS DESIGNED TO MEET THE NEEDS OF PROFESSIONALS AND CAREGIVERS INVOLVED IN CARING FOR PATIENT9 THROUGHOUT THE DEMENTIA LIFESPAN. 4d Other program services(Describe an Schedule 0.) $ kxAudrq,7,"cff$ S 40 11`0taJl I iraFT1 service agpGnses 0- 6 , 6 7 8 TM Form 990(2020) M2002 12-23-20 3 17301208 139979 001039.0007 2020 - 05000 ALZHEIMER'S COMMUNITY CARE IPSJUSM4 1598 Form 9W 20M ALZHEIMER'S COMMUNITY CARL, INC. 31-1481653 PM-3 .} Checkitst of Required Schedules Yes- No . 1 Is the organization described In section 501(c)(3)or 4947(a)(1)(other than a private foundation)? !f'Yes,'complefsSchedule A ....................... ......................._._..._............................._.........._..... .. 1 �_ ®. 2 Is the organization required to complete Schedule 8,Schedule of Cont�utors? ........ •. 3 Old the organization engage in direct or indirect political campaign activities on behalf of or In apposition to candidates for public office?If'Yes,"complete Schedule C,Part F 4 Section 501(cX3)organizations.Did the organization engage In lobbying activities,or have a section 501(h)election in effect during the tax year?If"Yes,"complete Schedule C,Part 11 5 Is the organization a section 501(c)(4),501(c)(5),or 501(cx6)organization that receives membership dues,assessments,or slrrMar amounts as defined in Revenue Procedure 98-197 If'Yes,'complete Schedule C,Part III g X 6 Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts?If"Yes,"complete Schedule 0,Part I 6 X 7 Did the organization receive or hold a conservation easement,Including easements to preserve open space, the environment,histarlc land areas,or historic structures?If'Yes,"complete Schedule D,Part 11 7 X 8 Did the organization maintain collections of works of art,historical treasures,or other similar assets?If'Yes,'complete Schedule>7 Part III ................................ ... ...................................................... .................................................... 6 X 9 Did the organization report an amount in Part X,line 21,for escrow or custodial account liability,serve as a custodian for amounts not listed In Part X;or provlda credit counseling,debt management,credit repair,or debt negotiation services? If"Yes,'complete Schedule D,Part IV .......................................................................................... ................................ 9 X 10 Did the organizat€on,directly or through a related organization,hold assets in donor-restricted endowments or in quasi endowments?If'Yes,'complete Schedule D,Part V ......................... 10 X 11 If the organization's answer to any of the following questions is"Yes,"than complete Schedule D,Parts VI,VII,VI ll,IX,or X as applicable. a Did the organization report an amount for find,buildings,and equipment In Part X,line 107 If'Yes,'complete Schedule D, Part0 .................................... . -Pa X b Did the organization report an amount for investments•other securities in Part X,line 12,that is 5%or more of its total assets reported in Part X,line 167 If'Yes,'complete Schedule D,Part Wi 116 X c Did the organization report an amount for Investments-program related In Part X,line 13,that is 5% or more of its total assets reported In Part X,line 16?If'Yes,'complete Schedule D,Part Wit 11c X d Did the oWizatlon report an amount for other assets in Part X,line 15,that is 5%or more of its total assets reported in Part X,line 16?If'Yes,'complete Schedule D,Part IX . -••................•...--.--•----.---.-..--.-- .................. ....... _ £lid X e Did the organization report an amount for other liabilities in Part X line 25?If"Yes,"complete Schedule D,Part X lie i X f Did the organization's separate or consolidated financial statements for the tax year include a footnote that addresses the organization's liability for uncertain tax positions under FIN 48(ASC 740)?If'Yes,'complete Schedule D,Part X - ,_,.. 11f X 12a Old the organization obtain separate,independent audited financial statements for the tax year?If'Yes,'complete Schedule 17 Parts X1 and X11 12a X b Was the organization Included In consolidated,Independent audited financial statements for the tax year? If'Yes,'and if the organization answered"Na"to Ime 12a,then completing Schedule D,Paris XI and XII is optional._.._ 12b X 13 Is the organization a school described in section 17 ?If Yes,'complete Schedule E e„................................... ... i 13 X 14a Old the organization maintain an office,employees,or agents autside of the Un€ted States? .................... ......... 6114a X b Did the organization have aggregate revenues or expenses of more than$10,000 from grantmaking,fundrWs€ng,business, investment,and program service activities outside the United States,or aggregate foreign investments valued at$100,0D0 or mare?If'Yes,'complete Schedule F,Parts I and!V 15 Did the organization report on Part IX,column(A),line 3,more than$5,000 of grants or other assistance to or for any foraign organization?1f'Yes,'complete Schedule F,Parts II and IV 15 , X 16 Did the organization report on Part IX,column(A),line 3,more than$5,000 of aggregate grants or other assistance to or for foreign Indlvlduals7 If'Yes,'complete Schedule F,parts III and IV 1B X 17 Did the organization report a total of more than$15,000 of expenses for professional fundralsing services on Part IX, e column(A),lines 6 and 11a?!f"Yes,'complete Schedule G,Part! 18 Did theFN organization report more than$15,000 totel of fundraising Event gross income and contributions on Part Vlll,lines 1 c and 8a?If"Yes,"complete Schedule G,Part 11 Is X 19 Did the organization report more than$15,000 of gross Income from gaming activities on Part VIII,line 9a?1f'Yes," wmpWe Schedule G,Part Ill 19 X 20a Old the organization operate one or more hospital facilities?If"Yes,'complete Schedule H.. ., 20a X ..................... ., b If'Yes'to line 20a,did the organization attach a copy of its audited financial statements to this return? ............................ 20b 21 Did the organization report more than$5,000 of grants or other assistance to any domestic organization or domestic vemment on Part IX;column'A� line 17If'Yes,'complete Schedule 1,Parts I and It 21 X m2003 12-23-zo Form 990(2020) 17301208 139979 001039.00OT 2020. 05000 ALZHEIMER'S COMMUNITY CARE VBJR M-4 1598 Form 990 t2020i ALZHEIMER'S COMMUNITY CARE, INC. 31-1481653 Na 4 ' eco st of equ red Sche ules(continued) Yes No 22 Did the organization report more than$5,000 of grants or other assistance to or for domestic individuals on Part IX,coiumn(A),line 2? If'Yes,'comrplete Schedule f,Parts I and 111 X 23 Did the organization answer"Yes'to Part VII,Section A,fine 3,4,or 5 about compensation of the organization's current and fomer officers,directors,trustees,key employees,and highest compensated employees? If Yes,.complete schedule ....................._................................ -- -----....................-----..................................---.......-------..........-- --•---- ---.. 23 X 24a Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than$100,000 as of the last day of the year,that was issued after December 31,2002?If'Yes,"answer lines 24b through 24d and complete Schedule iC If Wo,'go to line25a 24a X ..........................................................1111..--•-.-.--.---.........--.-.--..................-.. ........ ........... b Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception? .............. . 1111...-.---1111. 24b c Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defease, anytax-exempt bonds? ...................................................................................................................................................... 24c d Did the organization act as an"on behalf of issuer for bonds outstanding at any time during the year?..................... .. 24d 25a Section 501(c)(3), 501(cX4),and 501(cK29)organizations.Did the organization engage In an excess benefit transaction with a disqualified person during the year?If"Yes,'complete Schedule L,Part l .........-_.................................... 25a X b Is the organization aware that It engaged in an excess benefit transaction with a disqualified person in a prior year,and that the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ?ft"Yes,'complete Schedule I-Part! 25b X ....... ........................................... ..................................1 ..1 .1.1 .................... 26 Did the organization report any amount on Part X,fine 5 or 22,for receivables from or payables to any current or former officer,director,trustee,key employee,creator or founder,substantial contributor,or 35% controlled entity or family member of any of these persons?If"Yes,"complete Schedule L,Part It 1111.. 27 Did the organization provide a grant or other assistance to any current or former officer,director,trustee,key employee, creator or founder,substantial contributor or employee thereofr a grant selection committee member,or to a 35%controlled entity(including an employee thereof)or family member of any of these persons?if"Yes,'complete Schedule L,Part W. 27 ' X 28 Was the organization a party to a business transaction with one of the following parties(see Schedule L,Pari IV instructlom,for applicable filing tivesholds,conditions,and exceptions): a A current or former officer,director,trustee,key employee,creator or founder,or substantial contributor?If "Yes,'complete Schedule L,Part N 28a X ................................ b A family member of any individual described In line 28a?if"Yes,"complete Schedule L,Part IV............................................ .28b X e A 35%controlled entity of one or more individuals and/or organizations described In lines 28a or 28b?!f 'Yes,'complete Schedule L,Part IV.... .28c X ---............. 29 Did the organization receive more than$25,000 in noncash contributions?N'Yes,'complete Schedule M .. 29 X 30 Did the organlzatlon receive contributions of art,historical treasures,or other similar assets,or qualified conservation contributions?If"Yes,'complete Schedule M...--._ 3p X --...-................................... ... ............................................................... 31 Did the organization liquidate,terminate,or dissolve and cease operations?If"Yes,"complete Schedule N,Part I,•, -........... X 32 Did the organization sell,exchange,dispose of,or transfer more than 25%of its net assets?If"Yes,"cofrplefe ScheduleN,Part 11 ........1.111........................................... ..................................................... 32 X 33 Did the organization own 100%of an entity disregarded as separate from the organization under Regulations sections 301.7701.2 and 301.7701.3?ff"Yes,'conWlete Schedule R,Part I ......................................1111.................--...... 33 X 34 Was the organization related to any tax-exempt or taxable entity?if"Yes,'complete Schedule R,Part fl,lir,or IV,and _ PartV,ine 1 ............................................... .............................................. .................................................................. 34 X 35a Did the organization have a controlled entity within the meaning of section 512(b)(13)? ................ .............................. . 1111.. 35a X b If"Yes°to line 35a,did the organization receive any payment from or engage in any transactlon with a controlled entity within the meaning of section 512(byl3)?If'Ye%'complete Schedule R,Part V,line 2 ..11.11..... ........................ 35b X 36 Sectlon 501(c)(3)organizations.Did the organization make any transfers to an exempt non-charitable related oriariLmtion? If'Yes,'complete Schedule R,Part V,line 2 36 X ..................................... 37 Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that Is treated as a partnership for federal Income tax purposes?If'Yes,"complete Schedule R,Part W .................. 37 X 38 Did the organization complete Schedule 0 and provide explanations in Schedule O for Part VI,lines 11 b and 19? Note:Al Farm 990 filers are ren ufred to comclete Schedule O..................... . ........................1111........................... 38 1 X alit Statements Regarding Other IRS clings and Tax Compliance Check if Schedule O contains a response or note to any line in this Part V ........................................ -.-.. 1111.. ..--- Yes No la Enter the number reported In Box 3 of Form 1096.Enter-0-if not applicable _ 1a 13 b Enter the number of Forms W-2G included in line 1a.Enter-&if not applicable •,•„•, .............. ib 0 c Did the organization comply with backup withholding rules for reputable payments to vendors and reportable gaming (clamblimi)win nln sto xt4awinners7X .. ... ................ .. .--.. ........ ......... ....... . ........ ........ ........... -1111. 1C 1111 032004 12-23-20 111 1 --_ -_ _-.. _ _.. Form 990(2020) 339g x.7301208 139979 001039. 00OT 2020 .05000 ALZHEIMER'S COMMUNITY CARE page W-011598 Form 990 i102o;I ALZHEIMER"$ COMMUNITY CARE, INC. 31-14 8165 3 Paaa 5 g S#atelnen#s Regarding ar I Filings grid Tax Comp)iantt~{continued) Yes No 2a Fuer file number of employees reported on Form W-3,Transmittal of Wage and Tax Statements, filed for the calendar Year ending with or within the year covered by this return,,„,,,„,,,,•,,..,,--._••. -, � 2n 16 6 b If at least one is reported on line 2s,did the organization file all required federal employment tax returns? 2b X Note:If the sum of lines 1 a and 2a is greater than 250,you may be required to a-file(see Instructions) ... ................ ............. 3a Did the organization have unrelated business gross income of$1,000 or more during the year? .........._.... 3a X b If'Yes,'has It filed a Form 990•T for this year?If'IVo'to Hne 3b,provide an eagalsnaticn on Schedule Q 3b ....................... 4a At any time during the calendar year,did the organlzatlan have an interest in,or a signature or other authority over,a financial account In a foreign country(such as a bank account,securities account,or other financial account)? 4a X b if"Yes,”enter the name of the foreign country 01 See instructions for filing requirements for FinCEN Form 114,Report of Foreign Hank and Financial Accounts(FGAR). 5a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? Tsa , X b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?........................_. _5b X c If"Yes"to line 5a or 5b,did the organization file Form 8886-T7••._ 5c 6a Does the organization have annual gross receipts that are normally greater than$100,000,and did the organization solicit any contributions that were not tax deductible as charitable contributions? ............. Ba X ........................................................... b If"Yes,"did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? ......... ----... ......... ................................. . . ............................. 6b 7 Organizations that may receive deductible contribution under section 170(c). a Old the organization receive a payment in excess of$75 made partly as a contribution and partly far goods and services provided to the payor? 7a X b If"Yes,'did the organization notify the donor of the value of the goods or services provided? ............................. 7b c Did the organkatton sell,exchange,or otherwise dispose of tangible personal property for which It was required to file Form 8282? .......................................... F7e X d If'Yes,'indicate the number of Forms 8282 filed during the year ........ _ - 7d e Did the organization receive an funds,dl or indirectly, � ...._�� Y �+ rectlY�to pay premiums on a personal benefit contract? .. . .............. % f Did the organization,during the year,pay premiums,directly or Indirectly,on a personal benefit contract? ............. g If the organization received a contribution of qualified intellectual property,did the organization file Form 8899 as required?..• 7, h If the organization rece-rved a contribution of cars,boats,airplanes,or other vehicles,did the organization file a Form 1098-C? 7h 8 Sponsoring organizations maintaining donor advised funds.Did a donor advised fund maintained by the sponsoring organLmtlon have excess business holdings at any time during the year? ................................... .. $ 9 Sponsoring organizations maintaining donor advised funds. a Did the sponsoring organlzatlon make any taxable distrlbutlons under section 4966? b Did the sponsoring organization make a distribution to a donor,donor advisor,or related person? ... 9b 10 Section 501(c)(7)organizations.Enter. a Initiation fees and capital contributions Included on Part'All,line 12 ....................................... .... i� b Gross receipts,Included on Form 990,Part VIII,line 12,for public use of club facilities ............ ..... lob 11 Section 501(cX12)organizations.Enter r a Gross income from members or shareholders 11a b Gross Income from other sourcesDo not net amounts due or ( paid to other sources against amounts due or received from them.) ........................... .................. ........................................... iib 12a Section 4947(a)(1)non-exempt charitable trusts.is the organization filing Form 990 in lieu of Form 104'1? 12a b If'Yes,'enterthe amount of tax-exempt interest received or accrued during the year .................. 12b 13 Section 501(cX29)qualified noWafit health insurance issuers. a Is the organlzatlon licensed to Issue qualified health plans in more than one state?_............................................................. 13a Note.See the instructions for additional Information the organization must report on Schedule O. b Enter the amount of reserves the organization is required to maintain by the states in which the organization Is licensed to issue qualified health plans ..............................-.................................. . j,13b c Enter the amount of reserves on hand 13c ....................................................... .............. 14a Did the organization receive any payments for indoor tanning services during the tax year? ,,, .___..... •......-- 14a X b If"Yes,"has it filed a Form 720 to report these payments?H"No,°provide an explanation on Schedule O iqb i 15 Is the organization subject to the section 4960 tax on payment(s)of more than$1,000,000 in remuneration or excess parachute payment(s)during the year?.................... If"Yes,"see instructions and file Form 4720,Scheduie N. 16 Is the organization an educational Institution subject to the section 4968 excise tax on net investment income? ............ ... 16 X If"Yes,"com a Form 4720.Schedule O. Farm 990(2020) 032005 12-23-20 6 17301208 139979 001039 " OOOT 2020. 05000 ALZHEIMER'S COMMUNITY CARE pageDD33 9139-01 1598 Form 9W(2020) ALZHEIMER' S COMMUNITY CARE, INC. 31-1481653 p $$ -ff-WL—VId Governance, Management, and Disclosure For each 'Yes"response to lines 2 through 7b befow,and fora °Ivo'response to fine 8a,8b,or 10b below,describe the circumstances,processes,or changes on Schedule O.See instructions. Check If Schedule 0 contains a rej,2on.ge ornate to any line in this Part VI Section A.Governing Body and Management Yes No is Enter the number of voting members of the governing body at the end of the tax year .,......• .... is 14 Ifthere are material differences in voting rights among members of the governing body,or If the governing body delegated broad authority to an executive cemm€ttae or similar committee,explain on Schedule 0, b Enter the number of voting members included on line 1 a,above,who are independent.................. ib 14 2 Did any officer,director,trustee,or key employee have a family relationship or a business relationship with any other officer,director,trustee,or key employee? ........ 3 Did thea organization de control over management duties customarily r9 �g� 9 Y perforrtted by or under the direct supervision .. of officers,dh'ectors,trustees,or key employees to a management company or other person? .--•......................................... 3 X 4 Did thea organization make ch — rgan an si y IfIcant gn changes to its governing documents since the prior Form 990 was fried? --.--,.,,--__ 4 � X 5 Did thea rganizatron became aware during the year of a significant diversion of the organization's assets? ........................... 5 X 6 Did the organization have members or stockholders? d ...................................................................................... 8 X 78 D€d the or izatlon have members,stockholders or other persons who had the gun p power to elect or appoint one or more members of the govern Ing body? .............................................................................................................................. 7a X b Are any govemance decisions of the organization reserved to(or subject to approval by)members,stockholders,or persons other than the governing body? ............. 8 Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following; a The governing body? ....................................................... 8a X b Each committee with authority to act on behalf of the governing body? ................................................... ........................ 8b X 9 Is there any officer,director,trustee,or key employee listed In Part Al,Section A,who cannot be reached at the or °_tization's mailing address?If"Yes," r oA*the names and addresses on Schedufe O --- ... 9 X Section B. POI➢Cies(Thus Section B rtwiuests information about policies not r iuked b¢f the Internal Revenue Code. u. Yes No 10a Did the organization have local chapters,branches,or affiliates?.............. 10a! X b If'Yes,'did the organization have written policies and procedures governing the activities of such chapters,affiliates, and branches to ensure their operations are consistent with the crganizaidon's exempt purposes? .................... 10b Ila Has the organization provided a complete copy of this Forza 990 to all members of its governing body before filing the form? 11a X b Describe in Schedule 0 the process,if any,used by the organizatlon to review this Form 990. 12a Did the organization have a written conflict of interest policy?If"No,"go to lime 19 420 X b Were officers,directors,or trustees,and key employees required to disclose annually interests that could give rise to conflicts? c Did the organization r ulati and consistent) monitor and enforce .... _ �9 e9 Y Y compliance with the policy?If'Yes,"descnbe fn Schedule 0 how this was done 12c X 13 Did the organization have a written whistleblower policy? .............. 14 Did the organization have a written document retention and destruction policy? .. 14 X n.. 15 Did the process for determining compensation of the following persons Include a review and approval by Independent i persons,comparability data,and contemporaneous substantiation of the deliberation and decision? a The organization's CEO,Executive Director,or top management official .................. b Other officers or key employees of the organization � If'Yes'to line 15a or 15b,describe the process in Schedule 0(see instructions). 16a Did the organization invest In,contribute assets to,or participate In a joint venture or similar arrangement with a taxable entity during the yam? .................... h If"Yes,"did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law,and take steps to safeguard the organization's ` exempt status with resect.to such err- jnents? 16h Section C.Disclosure 17 Ust the states with which a copy of this Form 990 is required to be filed PIFL — 18 Section 6104 requires an organization to make its Forms 1023(1024 or 1024A,if applicable),990,and 990-T(Section 501(c)(3)s only)available for public inspection.Indicate how you made these available.Check all that apply. ®Own website ®Another's website ® Upon request =Other(explain on Schedule O) 19 Describe on Schedule 0 whether(and if so,how)the organization made its governing documents,conflict of Interest policy,and financial statements available to the public during the tax year. 20 State the name,address,and telephone number of the person who possesses the organization's books and records MARY M. BARNES -- 561-683-2700 NORTHPOINT PARKWAY, SUITE -B° WEST PALM BEACH, FTL t N 032000 12-23-20 Form 990(2020) 7 17301208 139979 001039 .0007 2020 . 05000 .ALZHEIMER'S COMMUNITY C.ARE,Paog'JW- 1598 Form 980 X2020` ALZHEIMER'S COMMUNITY CARE, INC. 31-14 916 5 3 Pane 7 " �. Compensation o cars,D"[rectors,Trustees, ,ey . mpioyees, Higher# ompensated Employees,and Independent Contractors Check if Schedule 0 contains a resoonse or note to any line in this Part VII1-7 .-......,....._. Seatlon A. Officers,Directors;Trustees„Key Em loand Highest ComponsaWd Emlpio23es la Complete th*table for all persons required to be listed.Report compensation for the calendar year ending with or within the organization's tax year. •List ail of the organization's Current officers,directors,trustees(whether Individuals or organizations),regardless of amount of compensation. Enter 0 in columns(D),(E),and(F)If no compensation was paid. 0 List all of the organization's current key employees,if any.See instructions for deflnitlan of"key employee.' •List the organization's five current highest compensated employees(other than an officer,director,trustee,or key employee)who received report- able compensation(Box 5 of Form W-2 and/or Box 7 of Form 1089-MISC)of more than$100,000 from the organizatlon and any related organizations, +List all of the organization's former officers,key employees,and highest compensated employees who received more than$100,000 of reportable compensation from the organization and any related organizations. •List all of the organization's former directors or trustees that received,in the capacity as a former director or trustee of the organization, more than$10,000 of reportable compensation from the organization and any related organizations. See Instructions for the order In which to list the persons above. 0 Check this box if neither the or r3ization nor an related organization com ensated anV current officerdirector or trustee. „ (A) {B) ( P oc)ion (D) (E) (F) Mame and title Average (do not meat more man one Reportable Reportable Estimated hours per 4ox unless person is both an compensation compensation amount of officer and a dkector/trusleei week from from related other Qistany the organizations compensation hours for - organization (W2/1099-MISC) from the related s (W2/1o99-MISC) organization organizations a V oand related below m organizations line) o MARY IN. BARNES _. 5 5 .0 0 PRESIDENT & CEO 2. X 185, 443. 0. 14, 921. w -- KARM L. C32LBSRT 4 0 VP OF EDUCATION X 102, 331. 0. 4, 405 . ROBERT J. GORMAN, ]ESQUIRE 1.00 CHAIRMAN X X 0. 0. 0. RANDY K. JOHNSON, SR 1.00 TREASURER ix X 0 . 0. O. _.. JUDITH B. RAPPAPORT, CSA .O O IMES7;DIATE PAST CHAIRMAN x O . 0 . 0 . 0, MARK SHALLOWAY, ESQUIRE 1.0 0 VICE CHAIRMAN X x 0 0. 0. KEVIN P. WREM 1.00 SECRETARY Ixx 0. 0 0. .�»,»,� � » m .®. WILLIAM ARMSTEAD 1. 00 1 11 DIRECTOR X 0. 0. 0 . t CLARK D. BENNETT 1 0 0 DIRECTOR0. 0 . n X 0. DAVID E. DANGERFIELD 1 .0 DIRECTOR x 0. 0. 0 DEBORAH A. DIAZ 1.00 ASSISTANT TRL°ASDRERX 0. 0 0 9 ERIC .7ABLIN .00 i DIRECTOR X a 0. 0 BONNEY A. JOHNSON, CTFA 1.00 DIRECTOR x . 0. 01 ROBERT K. ROLLINS .0 _5 DIRECTOR X 0. 0. 0. PETER A. SACHS 1.00 - DIRECTOR x 0.� 0. 0. TZMA WILES 1.00 DIRECTOR x 0 „', 0. 0 . - a32M7 12-23-20 9 Form 990(2020) 17301208 139979 003.039 .00OT 2020.05000 ALZHEIMER'S COMMUNITY CARE Page 38@-41598 Form 980 0" ALZHEIMER'S COMMUNITY CARE INC. 31-1481653 Pa,,9 8 Section A-Officers,Dlrectore Trust-eaa,Krraplo ,a_nd Hi, mast Com �nsated Em rlo rcontirw ®-- � ...-_ "..- (A) (B) (C) (@) (E) (F) Name and title Average Position Reportable Reportable Estimated (do not check moretm oro hours per box,untwo person Is both an compensation compensation amount of Week °fflow and a dreetw/Vusteel from from related Other gist any the organizations compensation hours for organization (W-2/1095-MISC) from the related 13 (W-2/1p9gMISG� organization ipanizations z and related below m organizations line) a � � g� i 7 b Subtotal ........................................................ ......... c Total from continuation sheets to Part Vll,Section A ..... .......... ......... 0 . 0. 0. d Total add lines 16 and 1e ......... ------..... . 2 B 7 , 7 y O. 19, 3 ' 2 Total number of individuals(Including but not limited to ttrase listed above)who recelved more than$100,000 of reportable compensation From the A; rizatIon -71 2 Yes No 3 Did the organization fist any former officer,director,trustee,key employee,or highest compensated employee on line la?if"Yes,'complete Schedule J for such Individual ............... . ... I........................................... 3 X .................... E4 4 For arty individual listed on line 1 a,is the sum of reportable compensation and other compensation from the organ¢atl n and related organizations greater than$150,000?!f"Yes,°complete Schedule J for such lndivfduel X 5 Did any person ilsted on line 1 a receive or accrue cornpensation from any unrelated organization or individual for services rendered to the ot-anizatlon?If'Yes,'Cgarm;Plete Schedule J forsuch Mscn............................................. -.. .._...... 5 X Section B.Independent Gor&actors I Complete this table for your five highest compensated Independent contractors that received more than$100,000 of compensation from the w9anization.Report coi ny�ensatlon for the calendar endin with or within the ar nization's tax year. (A) (B) (c) Name and business address Description of services Compensation CHEF CORP, INC. , 4371 NORTHLAKE BLVD, SUITE 310, PALM BEACH GARDENS, FL 33410 ROGRAM MEALS 198 ,097. THE P GROUP, _.LLC 2835 SHERRY BROOK LANE, LUTZ, FL 33559 HOBBYIST 120, 000. _ I 2 Total number of independent contractors(including but not limited to those listed above)who received more than 100,000 of cc .e �q tioti from the arganl7allon 2 Form 990(2020) MEW 12-n-209 17301208 139979 001039, OOOT 2020 . 05000 ALZHEIMER'S COMMUNITY CARE pageppi3gg�f 11 :iU91598 Farm 9902020; ALZHEIMER'S aCOMMUNITY CARE, INC. 31-1481653 Paxe 9 art Statea'tent of Revenue Check if Schedule O contains a res konse or note to any line in this Part VIII ........ Q Total revenue Related or exempt: Unrelated Revenues excluded function revenue lbusinass revenuefrom tax under N sections 512-514 _ 1 a Federated campaigns ... 1a 2 5 2 , 9 5 7 a E ........ b Membership dues ib - ............. a c Fundraising events .. is 3 , 500. d Related organizations ..........""' 1d� 250 , 000 . e E a Government grants(contributions) Is 1, 65 317 o f All other contributions,gift,grants,and ® _ �� 9-o g r contribWons�ncludGd in i similar amounts not included above .-- �if 2,577 , 282. i,.ra-1r $ 520 , 587. a h Total.Add lines la-1f ....................... 4 , 749 , 056.' suwness Code_ 4 2 a DAY CARE FACILITIES 900099 ,55T, 2 . ,55 ,6222.E-®®- u. - b CASE MANAGEMENT SERVIC -0099 207,763 . 207,763. o ,n —..wu, . dit ®-. b e ! All other program service revenue TotaL,Add lines 2a-2f ..-.... .. 3 , 7 6 2 ,, 3 8'5 3 Investment income QnGuding dividends,interest,and other similar amounts)............................... .. .. . 240. 240 . 4 Income from Investment of tax-exempt bond proceeds 5 Royalties (j Real (ii)Personal 8 a dross rents ........... ... 6a b Less:rental expenses,.. eb c Rental Income or(loss) 6e d Net rental income or(loss) ......... ......... , --- 7a Gross amount from sales of (i)Securities 00 other asset other than inventory 7a 5 22,0 b Less:cost or other basis and sales expenses 7b 5 20 119. mc Gain or(loss) ............... 7c 1,8 ( -- M - d Net gain or(loss) ......................................... 1 , 889'. a a Gross Income from fundraising events(not Including$ 3,500. of contributions reported on ic).See PartIV,line 18 . b Less:cilrect expenses ...................... j8b 0 + c Net income or(loss)from fundraising events ............... - � 9 a Gross Income from gaming activities.See Part IV,line 19 9a b Less:direct expenses ............. 9b c Net Income or(loss)from gaming activities 10 a Gross sales of Inventory,less returns and allowances..................... b Less:cost of goods sold A- c Net income or;loss„from sales of inventory �+ m Business Code gm'iia MISCELLANEOUS 900099''-'-T7, 787.' 27,787 b c d All other revenue .......................... e Total.Add lines 11 a-11 d ............................ 7, 7 8 7. 12 Total revenue.See instructions8 , 541 , 1'9'3. 3, 790 , 172—. —"'-6.-1 2 , 125. �, 032" 12.23.20 10 Form 990(2020) 17301208 139979 001039.0007 2020.05000 ALZHEIMER'S COMMUNITY CARE,Pa UP8-4 1598 Form 990�`n 02t]i ALZHEIMER'S COMMUTNITY CARE,, INC. 31-1481653 10 1a,ement bf $unc, nallExpenses — Section 501(c)(3)and 50 rbc)(4)organizations twst complete an columns.AS other organizations must complete column(A). Check if Schedule O contains a resi7cinse or note to an,,line In this Part N ........................ ..................... Do not include amounts reported on tines fib, w. 7b,8b,9b,and 3Ob of Part 1411. expenses expenses Program service Management and Fundraising expenses general exrenses I! ex;.'4nses 1 Grants and other assistance to domestic organizations and domestic government.See Part IV,line 21 4, 183. 4 , 183 . 2 Grants and other assistance to domestic Individuals.See Part IV,line 22 3 Grains and other assistance to foreign i organizations,foreign governments,and foreign Individuals.See Part IV,Imes 15 and 18 ... 4 Benefits __w® paid to or for members..................... 5 Compensatlon of current officers,directors, trusts,and key employees ........................ 179, 382.1 168 , 000 . 5 ,340 . 6 ,042. a Compensation not included above to dlsclualifled s s persons(as defined under section 4958(f)(1))and persons described in section 4958(c)(3)(8) ........ 7 Other salaries and wages 3 , 918 , 0-5=9 . 3 , 6 6 9 , 4 5 9 . 1 6, 6 3 a 3.1 ,9 6 a Pension plan accruals and contributions(Include section 401(k)and 403(b)employer contributions) 102, 806. 98 , 082 . 2,087 . 2, 637. employee benefits 9 Other em T79, 78. X58r701 • 7 ,63 . 9-- '5k , �76 ...................... . ..--.-. _ -037 . 10 Payroll taxes ................ ........................... 304, 941. 2 8 5, 3 4 3 . 9,14 9 'ry 10,449 . — �_....... 11 Fees far services(nonemployees); a Management ...................... e Legal 17, 375. 15, 252 . 77: 1. } -.. - c ACCOunt n , 985. 42 , 90 1 9 .1 , �•,,~ _ , d Lobbying 179 , 528. 157, 5 7 , 97. 14, 013a e Professional fundraising services See Part IV,line 17 f Investment management fees...... g Other.(Ii line 11g amount exceeds 10%of Ilne 25, column(A)amount,list line 11q expenses an Sch 0) , 40 , 778 . 35, 794. 1, 801. 3,183 , 12 Advertising and pronation "'-----5 0, 7 8.( 38 , 796 . 5, 10 8 . -61==,=-'7-'7 ,. 75 349. , 13 office expenses....................................... t- , - ! 3 4, 0 5 . 2, 2 • 3 , 8 14 Information technology ............ l 15 RoyaltiesnM^ ( 16 Occupancy 7 , 1P t 1 ,793 . 12;0 .` , 13 2.13, 17 Travel 1, 12. 27 , 98 5 2. 2, 92 , IS Payments of travel or entertainment expenses m° P for any federal,state,or local public officials.. _ w 2 8 t--'------3 19 Conferences,conventions,and meetings _. 3, 10$. 2, 99 . . 20 Interest10, 9 , 918 . ...................................... ............. M.m.� w 211 Payments to afflllates ........ 22 Depreciation,depletion,and amortization .,..,. 11 , 8 111, 770 3 , 9 1,218 . 23 Insurance 125,85$ . 42 , 363. 3 , 777. 24 other expenses.ltemi2e expenses not covered above(List miscellaneous expenses on line 24e.If line 24e amount exceeds 10%of line 25,column(A) amount,list line 24a expenses on Schedule 0.) a EQUIPMENT MAINTENANCE 392, 5 5 0. 3 to 2 8 0. 12,1 '9• 17,501. b PROGRAM SUPPLIES 309, 97$ . 298 , 28D. 8 , 869. , C PROGRAM FOOD 231, 2 230 , 729 ., d TELEPHONE 1 5, 654 137 , .f... .�7. 4,17„1�..• e Al other expenses 7 9,Z88 ; 20 2 ,075. 13 ,193 . 25 Total functional expanses.Add lines 1 through 24e 7 , 17 2, 2 2 -6-1-8 , 5 2 7. 2 D 5 ,1 h D. 288 ,5-3-9. 2a Joint costa.Complete this line only if the organizatlon reported in column(B)joint costs from a combined educational campaign and fun dralsing solicitation. cnedc Here � n rog saP sa-z{nsc sssaaol 032010 12-23-20 Form 990(2020) 11 1.7301208 139979 001039 . 00OT 2020. 05000 ALZHEIMER'S COMMUNITY CARR PageVNI 1598 1=orrn 990 02oi ALZHEIMER'S COMMLTNI TY CARE, INC. � 31-14 816 5 3 P� 11 - fiance 8i�es# Check if Schedule O contains a res rise or nota to env line in this Part X ....... .. ....... .... .... ......... � Begmnirtg of year � End of year 1 Cash•non-Interest-bearing ......... ....... ... 7 1, 17tt. i 5 3 , 3 8 . 2 savings and temporary cash Investments 4 8 2 , 134. 23 ,121. _, 8u 3 Pledges and grants receivable,net 0 . 3 17 2 10.ry 4 Accounts receivable,net8-23 , 621- 4 .8 X 3, M. -. ........... 5 Loans and other receivables from any current or former officer,director, trustee,key employee,creator or founder,substantial contributor,or 35% controlled entity or family member of any of these persons ................... 5 9 Loans and other receivables from other disqualified persons(as defined a under section 4951 I(1)),and persons described in section 4958(c)(3)(B) ...... ) g 7 Notes and loans receivable,net ...................... 7 8 Inventories for sale or use .._. 8 ............................................................. 9 Prepaid expenses and deferred charges ........................................ a 11 , 15 8 . 9 11-15 9 10a Land,buildings,and equipment:cost or other 4, _ basis,Complete Part VI of Schedule d 100 4,148 ,133 . b Less:accumulated depreciation 10b 1,5 5 ,9 2 , 242, 7 2 0. 10e 2,593 , 199. .,.wv� vuw; . 11 Investments-publicly traded securities .................................. .... 2 , 945. 11 7. 12 Investments•other securities.See Part IV,line 11 ..-........................ 12 13 Investrients-program-related.See Part IV,line 11 ........, ......... ...... 13 14 Intangible assets a . w�mcg :r...+.nwu.o®.. 15 other assets.see Part IV,line 11 ...........................................................--.... 8 ,8 3 7. 1s $ 16Total assets.Add lines 1 throuw•h 15 must ej* line 33; ., ��31'7 is , 92 17 Accounts payable and accrued expenses ............................. ......... 27 6_,5 —3. 17 M,_86_2_. 18 Grants payable .................... . 18 19 Deferred revenue ......- . 20 Tax-exempt bond liabilities ...... ..................•-- ---------.. . 20 Escrow crow or custodial account Ilability.Complete Fart IV of Schedule D ............ 21 ffi 22 Loans and other payables to any current or former officer,director, trustee,key employee,creator or founder,substantial contributor,or 35K controlled entity or family member of any of these persons ............. 23 secured mortgages _ and nates payable to unrelated third parties 23 24 Unsecured nates and loans payable to unrelated third parties ........................ 722. 24 25 Other liabilities(including federal Income tax,payables to related third parties,and other liabilities not included on lines 17-24).Complete Part X of Schedule D 25 26 Total liabilities.Add lines 17 throuuh 25 ........................ l , 222 , 2=6'-'_ —5. 26 J30 , 9 6 2. m Organizations that follow FASB ASC 958,check here ... m $ and complete lines 27,28,32,and 33. 27 Net assets without donor restrictions ---------------- -- 2,8 4 3 ,8 8 7. m 2B Net assets with donor restrictions...... .. 160 , 5 . 2B 57-6, 2 3 .. .� ....................... . Organizations that do not fol law FASB ASC 95%check here cand complete lines 29 Uvwgh 33. 29 Capital stock or trust principal,or current funds ............................................ 29 30 Paid-In or capital surplus,or land,building,or equipment fund 30 31 Retained earnings,endowment,accumulated Income,or other funds .......... 31 32 Total net assets or fund balances _„-.......... R�3 , 2 0 4, 0 5 2. 32 751"t—,0 2—3. 33 Total liabilities and net asseWfund balances _,._----------------------- n, 2 , 317. 33 ,_924,885_ Form 990(2020) 032011 12-23.20 12 17301208 139979 001039,000T 2020 . 05000 ALZHEIMER'S COMMUNITY CARE'Pa0oel-9 -J 1598 Farre 990 s2ozol ALZHEIMER'S COMMUNITY CARE, INC, 31- 4 815 5 3 Pal 12 alt� Reconciliation of Net Arse#s Check H Schedule O contains a response or note to any Ane in this Part XI,•,,,,, ...... -- .. Q 1 Total revenue(must equal Part VIII,column(A),line 12) ....... ... . ... ........................................................... , 1 8 ,541,353 . 2 Total expenses(must equal Part IX,column(A).line 25) ....................... 2 - �m. 7,17 3 Revenue less expenses.Subtract line 2 from line 1 3 1 r 3 r ), 4 Net assets or fund balances at beginning of year(must equal Part X,line 32,column(A)) ...... 4 5 Net unrealized gains glosses)on Investments5 844. 6 Donated services and use of facilities6 7 Investment expenses ...... ......................... ..................................................................... 7 6 Prior period adjustments ...................... 9 Other changes in net assets or fund balances(explain on Schedule 0) g 0 . 10 Net assets or fund balances at end of year.Combine lines 3 through 9(must equal Part X,line 32, column(ig)) ... -..---- ............... ................ ..- ......................--..--.. 10 : 4,574,023 . !II( Financial Statements and Reporting Check If Schedule O contains a response or note to any line In this Part XII ..................... _................................... Q Yes No 1 Accounting method used to prepare the Forte 990: 0 Cash ®Accrual 0 Other If the organizatlon changed its method of accounting from a prior year or checked"Other,'explain to Schedule 0. 2a Were the organization's financial statements compiled or reviewed by an independent accountant? 2a X .................................. If"Yes,"check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis,consolidated basis,or bath: =Separate basis 0 Consolidated basis 0 Both consolidated and separate basis b Were the organization's financial statements audited by an independent accountant? 2b X ............. . ......... ................................ If"Yes,'check a box below to indicate whether the financial statr3ments for the year were audited on a separate basis, consolidated basis,or both: =Separate basis =Consolidated basis ® Both consolidated and separate basis c If"Yes"to line 2a or 2b,does the organizatlon have a committee that assumes responsibility for oversight of the audit, Wow,or compilation of its financial statements and selection of an Independent accountant? If the organization changed either its oversight process or selection process during the tax year,explain an Schedule O. 3a As a result of a federal award,was the organization required to undergo an audit or audits as set forth In the Single Audit Act and OMB Circular A-133? ............................................. b If"Yes,"did the organization undergo the required audit or audits?If the organization did not undergo the required audit or audits,a ain wh�v on Schedule 0 and describe enL st, .:taken to under o such_aradits ... ,,,.... Form 990(2020) 0=12 12.23.2tl 13 17301208 139979 001039-COOT 2020 - 05000 ALZHEIMER'S COMMUNITY CARE,P9?9-41598 SCH (Form M r 9 A Public Char' Status and Public Su O"� ' " �y Support .,�„.�: .,. (Form or 990-1 Complete if the organization is a section 501(c}(3)organization or a section 2020 4947(aXt)nonexempt charitable trust. Department of theTrassury lPi,,Attach to Form 990 or Fom 990-EZ Internet Aevwe Service k Open for Public Go to www.irs.gov/Fonn990 for instructions and the latest information. Inspection Name of the organization Employer identification number ALZHEIMER'S COMMUNITY CARE, INC. � 31-1481653 art e850f1 Or rC haClty t8t115.(Ail organizations must complete this part.)See Instructions. Theor izatlon Is not a private foundation because it is:(For lines 1 through 12,check only one box) 1 ff A church,convention of churches,or association of churches described In section 170(bxi)(A)ft 2 0 A school described in section 170(b)(1XA)(ii).(Attach Schedule E(Form 990 or 990-EZ).) 3 0 A hospital or a cooperative hospital service organization described in section 170(b)Ei)(Axiii). 4 0 A medical research organization operated in conjunction with a hospital described In Section 170(bX1XAxliii).Enter the hospital's name, city,and state: 5 An organization operated for the benefit of a col or9 op lege or university owned or operated by a governmental unit described In section 170(bKi)(Axiv).(Complete Part ll,) a El A federal,state,or local government or govemmental unit described In section 170(b)(1)(AKv), 7 ® An organization that normally receives a substantial part of its support from a governmental unit or from the general public described In section 170(b)(1)(AXvi).(Complete Part 11.) 8 E::] A community trust described in section 17%b)(1)(Axvi).(Complete Part II.) 9 El An agricultural research organization described in Section 170(b)(1XAXix)operated in conjunction with a land-grant college or university or a non-land-grant college of agriculture(see instructions).Enterthe name,city,and state of the college or university: 10 An organixaticn that normally receives(1)more than 33 1/3% of its support from contributions,membership fees,and gross receipts from activities related to its exempt functions,subject to certain exceptlons;and(2)no more than 331/3%of its support from gross Investment Income and unrelated business taxable Income(less section 511 tax)from businesses acquired by the organization after June 30,1975. See section 5Wa)(2).(Complete Part III,) 11 An organization organized and operated exclusively to test for public safety.See section 5o9(ax4), 12 0 An organization organized and operated exclusively for the benefit of,to perform the functions of,or to carry out the purposes of one or more publicly supported organizations described in section 509(ax1)or section 509(aj(2).See section 509(aX3).Check the box In lines 12a through 12d that desmibes the"of supporting organization and complete lines 12e,12f,and 12g. a Type I.A supporting organization operated,supervised,or controlled by its supported organization(s),typically by giving the supported organizatlon(s)the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization.You must complete Part IV,Sections A and B. b Type 11.A supporting organization supervised or controlled in connection with its supported organization(s),by having control or management of the supporting organization vested In the same persons that contrcl or manage the supported organization(s).You must complete Part IV,Sections A and 0. C 0 Type III functionally integrated.A supporting organlzatlon operated in connection with,and functionally integrated with, its supported organization(s)(see Instructions).You must complete Part IV,Sections A,0,and E. d 0 Type III non-funetionalty integrated A supporting organization operated In connection with its supported organization(s) that Is not functionally integrated.The organization generally must satisfy a distribution requirement and an attentiveness requirement(see Instructions).You must complete Part IV,Sections A and 0,and Pert V. e Check this box If the organization received a written determination from the IRS that it is a Type 1,Type 11,Type III functionally integrated,or Type III non-functionally Integrated supporting organization. f Enter the number of supported organizations .............................................. ___g Provide the followlnq Information about the su a?,2rjKMIoq it), (I)Name of supported (iij EIN (M Type of organization Ivo aveor9anizasnn-jP77 7-, x. � �. � ,„ (vt Amount of monetary M)Amount of other a arkstlon (described on Innes 1-7p Yes No 5upport 0�instructions) support(see thstructions) Total LHA For Paperwo*Reduction Act Notice,see the Instructions for Form 990 or 990-EZ. w2a2t of-n-2t Schedule A(Form No or 990•EZ)2020 14 1.7301208 139979 001039 . 00OT 2020. 05000 ALZHEIMER'S COMMUNITY CARE rPaogoc'-M-41598 Schedule A Ti"orm 990 or 99&U,-'2020 ALZHEIMER' S COMMUNITY CARE, INC. 31-1481653 Paye 2 H,, Support hedule for rganiza#tons t]escribed in tions 17 )(A) 4)and 17D(b)(1)J )(Vi) (Complete only W you checked the box an line 5,7,or 8 of Part I or If the organization failed to qualify under Part Ill.If the organization fails to qualify under the tests listed below,please complete Part III.) Section A. Public Support Calendar year(or fiscal year beginning in) )a)2016 lbi 2017c 2018 $d)2019 (e)2020 [i')Total 1 Gifts,grants,contributions,and membership fees received.(Do net include any'unusual grants.') 2,859,836, 2,785,959 2,103 248. 3,556,032 4,749,056., 16,054,131. 2 Tax revenues levied for the organ- €zation's benefit and either pald to or expended on its behalf .......... _ 3 The value of services or facilities furnished by a governmental unit to the organization without charge 4 Total.Add lines 1 through 3 2,859 836. 2,785,959. 2,103,248. 3,556,032. 4,749 056. 16,054,131, 5 The portion of total contributions by each person(other than a governmental unit or publicly supported organization)included on line 1 that exceeds 2%of the amount shown an line 11, column(� ................................... 3,113,393. 6 Publtosu : orL60tractMe6ftmrae4. � 12 940,738. Section B.Total Support Calendar year -(Or fiscal year beginning In) (a 2016 b 2017 cY 2018 id 2019 a 2020 11 Totalri.... 7 Amounts from line 2,859,836. 2,785,959. 2,103,248. 3,556,032. 4,749 056. 16,054,131. 8 Gross income from interest, dividends,payments received on securities loans,rents,royalties, and income from similar sources „- 774. 77. 290 .' 1, 477. 240.' 2, 858. 9 Net Income from unrelated business activities,whether or not the business is regularly carried an 10 Other income,bo not Include gain or loss from the sale of capital assets(Explain in Part VI.) ....-.....-. 11 Total support.Add lines 7 through 10 16,056 12 Gross receipts from related activitles,etc.(see instruct ons) .................................. ......... ) 12 13 First 5 years.if the Form 990 Is for the organization's first,second,third,fourth,or fifth tax year as a section 501(c)(3) o anizatlon cheokthis box and stop here ......................... -------....... Section C.Computation of Public Su ort Percentage 14 Public support percentage for 2020(Ilne 6,column(%divided byline 11,column(f)),_,,.- 14 8 0.5 gf, 15 Public support percentage from 2019 Schedule A,Part 11,line 14 ........................... 15 7 9 6 3 % 16a 331/3°16 support test-2020.If the organization did not check the box on line 13,and line 14 is 33 V3%or more,check tttis box and stop here.The organization qualifies as a publicly supported organization b 331/3% support test-2019.if the organization did not check a box on line 13 or 16a,and line 15 is 331/395 or more,check this box and stop here.The organization qualifies as a publicly supported organization ....................................................... . [] 17a 100A -facts-and-circumstances test-2020.If the organization did not check a box on line 13,16a,or 16b,and line 14 is 10% or more, and if the organization meets the facts-and-circumstances test,check this box and stop here.Explain in Part VI how the organization meets the facts-and-circumstances test.The organization qualifies as a publicly supported organization ............ Q b 10% -facts-and-circumstances test-2019.If the organization did not check a box on line 13,16a,16b,or 17a,and line 15 is 10%or more,and if the organization meets the facts-and-circumstances test,check this box and stop here.Explain in Part Vl how the organization meets the facts-and-circumstances test.The organization qualifies as a publicly supported organization Q 18 Private foundation.If the omanization did not check a box an Ilne 13 its 16b.17a or 17 b;check this box and see instruc#ions � Q Schedule A(Form 990 or 990-EZ)2020 032022 01-25-21 15 17301208 139979 001039.00OT 2020. 05000 ALZHEIMER'S COMMUNITY CARE,Pa"g"�'M&d— 1598 Schedule A Form 990 or 99(]i ;2020 ALZHEIMER' S COMMUNITY CARE, INC. 31-1481b 5 3 Pa,EQ 3 art upport c e dule for Organizations escrted in Section la (Complete only If you checked the box on line 10 of Part I or if the organization failed to qualify under Part 11.If the organization faf€s to qualify uunder the tests listed below, pleasecuvrplete Part Il.i Section A. Public Support _ .:: m e Calandaryear(or fiscal year beginning in)> ga12016 �(b12017 (c'2018 �(d2019 i�e[202pfTotal 1 Gifts,grants,contributions,and I membership fees received.(Do not Include any'unusual grants.") 2 Gross receipts from admissions, merchandise sold or services per- formed,or facilities furnished in any activity that is related to the organization's tax-exempt purpose 3 Gross receipts from activities that are not an unrelated trade or bus• iness under section 513 4 Tax revenues levied for the organ• €zatlon's benefit and either paid to or expended on Its behalf 5 The value of services or facilities fumished by a governmental unit to i the organization without charge 6 ToteL Add lines 1 through - 5 7a Amounts included on lines 1,2,and 3 received from disqualified persons b Fun=M kw9uded an linea 2 and 3 racatved tom other dten disquallfisd persons that axomd the gaster of$5,000 or 1%at the amount on line 13 for His year c Add fines 7a and 7b 8 Public suo- or Section B.Total Support Calendaryear(or fiscal Year begfnningIn) al2015612017 (SL2018 d)2019 ye 2020 To#al 9 Amounts from line 6 ..................... -H 10a Gross Income from interest, " dividends,payments received on securities loans,rents,royalties, and income from similar sources b Unrelated business taxable Income (less section 511 taxes)from businesses acquired alter June 30,1975 cAdd lines 10aand lab 11 Net income from unrelated business activities not Included In line 10b, whether or not the business Is regularly carried on ..................... 12 Other income.Do not include gain or loss from the sale of capital assets(Explain in Part Vl.) ..........-- 13 T(tal euppoit.(ndd Buss e.los.11,and 1$,) 14 Flrst 5 years.If the Form 990 is for the organization's first,second,third,fourth,or fifth tax year as a section 501(c)(3)organization, check this box and stop here ...................................................... ........ Section C. Computation of Public Support Percents e 15 Public support percentage for 2020(line 8,column(f),divided byline 13,column(f)) 15 % 16 Public suuwt Dorcent Wj from 2019 Schedule A Part III,line j5 .--- ..................................... 16 % Section D. Computation of Investment Income Percentage 17 Investment Income percentage for 2020(line 10c,column(f),divided by line 13 column(f)) 17 % IS Investment income perr�tage from 2019 Schedule A,Part III,line 17 ........ is % 19a 331/3% support tests-2020.If the organization did not chackthe box online 14,and line 15 is more than 331/3%,and line 17 Is not more than 331/3%,check this box andstop here.The organization qualifies as a publicly supported organization to.Q b 33 1/3% support tests-2019.If the organization did not check a box on line 14 or line 19a,and line 16 is more than 331/3%,and line 18 is not more than 33 1/3%,check this box andstop hero.The organization qualifies as a publicly supported organization ,.. 1[� 20 Private foundation.If the or m lization did not check a box on line 14.,19a-or 19b.check this box and see instructions ._ .,.--... _ 032023 01-25-21 16 Schedule A(Form 990 or 99o-EZ)2020 17301208 139979 001039.00OT 2020. 05000 ALZHEIMER'S COMMUNITY CARE,484% 1&-Jff- 1598 Schedule A Form 990 or 990-ice 2020 ALZHEIMER' S COMMUNT TY CARE, INC. 31-1481653 pa= ,4 Supporting Organizations (Complete only if you checked a box in line 12 on Part I.If you checked box 12a,Part I,complete Sections A and B.If you checked box 12b,Part I,complete Sections A and C.If you checked box 12c,Part I,complete Sections A,D,and E.If you checked box 12d,Part I coy r^ alete Sections A and D,and complete Part V.j ..��_ — Section A.All _ upporting Organizations Yes hlo�f i Are all of the organization's supported organizations listed by name in the organization's governing documents?If'No,'describe in part VI how the supported organizations ars designated.!f designated by class or purpose,describe the designation_if historic and continuing relationship,eViain. 1 2 Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)tt)or(2)?If"Yes,'eplain in Part VI how the organization detemvned that the supported organization was described in section 509(x)(1)or(2). 2 3a Did the organization have a supported organization described In section 501(c)(4),(5),or(B)?If"Yes,'answer Anes 315 and 3c below. 3a b Did the organization confirm that each supported organization qualified under section 501(G)(4),(5),or(ti)and satisfied the public support tests under section 509(a)(2)?If"Yes,'describe In Part VI when and how the organization made the detemnunation. 3b c Did the organization ensure that all support to such organizations was used exclusively for sect€on 170(c)(2)(6) purposes?If"Yes,'explain In Part VI what controls the organization put In place to ensure such use. 30 4a Was any supported organization not organized In the United States('foreign supported organization')?If 'Yes,'and if you checked box 12a or 12b in Part 1,answer lines 4b and 4c below. 4a b Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign a supported organization?if"Yes,"describe In Part VI how the organization had such controland discretion despite being controlled or supervised by or in connection with its supported organizations. 4b c Did the organization support any foreign supported organization that does not have an IRS determination under sectiorLs 501(c)(3)and 509(a)(1)or(2)?if'Yes,'WWAdn In Part VI what controls the organization used to ensure that ail support to the foreign supported orgartmation was used exclusiv+ety for section 170(c)(2)(B) ,purposes. Ac 5a Did the organization add,substitute,or remove an supported pp orted organizations during the tax year?If'Yes," answer lines 5b and 5c below(if appikableJ_Also,provide detail in Part VI,including(V the names and EIA! numbers of the supported organizations added,substituted,or removed,(ii7 the reasons for each such action, (e)the authority under the organization Is orgammng document authorizing such action,and(iv)how the action was accomprished(such as by amendment to the organizing document). 5a b Type I or Type 11 only.Was any added or substituted supported organization part of a class already designated in the organization's organizing document? c Subefttiorts only.Was the substitution the result of an event beyond the organ€zation's control? 6 Did the organization provide support(whether In the form of grants or the provision of services or facilities)to anyone other than @ its supported organizations,{i)individuals that are part of the charitable class benefited by one or more of its supported organizations,or(11)other supporting organizations that also support or benefit one or more of the filling organization's supported organizations?If'Yes,"provide detall in Part VI. g 7 Did the organization provide a grant,loan,compensation,or other similar payment to a substantial contributor (as defined in section 4958(c)(3Xq),a family member of a substantial contributor,or a 35% controlled entity with regard to a substantial contributor?ff'Yes,'complete Pert I of Schedule L(Form 990 or 990-x. 7 8 Did the organization make a loan to a disqualified person(as defined in section 4958)not described in line 7? !f'Yes,'complete fart I of Schedule L(Form 990 or 990-g1. g 9a Was the organization controlled directly or Indirectly at any time during the tax year by one or more disqualified persons,as defined in section 4946(other than foundation managers and organizations described In section 509(a)(1)or(2))?If'Yes,"provide detail in Part VI. ga b Did one or more disqualified persons(as defined in line 9a)hold a controlling Interest in any entity In which _ the supporting organization had an interest?If'Yes,'provide detail in Part VI. 9b c Did a disqualified person(as defined in line 9a)have an ownership interest In,or derive any personal benefit from,assets in which the supporting organization also had an Interest?If'Yes,"provide detail in Part A. 1, 9c 10a Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f)(regarding certain Type 11 supporting organizations,and all Type III non-functionally,integrated supporting organizations)?If'Yes,'answer fine 10b below. 10a b Did the organization have any excess business holdings In the tax year'?(Use Schedule C,Form 4720,to determine whether the anizatiert had excess business haldi �,,. 10b OWM4 01-25-21 Schedule A(Form 990 or 990-1"Z)2t]24 17 17301208 139979 001039 . 00OT 2020. 05000 ALZHEIMER' S COMMUNITY CARE Pa 9??-4 1598 schedule A°Forrn 990 or 2020 ALZHEIMER' S COMMUNITY CARE, INC. 31-1181653 Pep e g 1 t.1Support>Ing Organizations Yes No 11 Has the organization accepted a gift or contribution from any of the following persons? a A person who directly or indirectly controls,either alone or together with persons described In lines 11 b and 11c below,the governing body of a supported organization? Ila b A family member of a person described In line 11 a above? 11b G AWA controlled entity of a person described in line 11a or iib above?ff"Yes"to fine 11a, 11b,or 11c,provide detail in Part VI. 11c Section S.Type I SuppoFfing; r ,sn zaflnns Yes No 1 Did the governing body,members of the governing body,officers acting in their official capacity,or membership of one or more supported organizations have the power to regularly appoint or elect at least a ma)orlty of the organization's officers, directors,or trustees at all times during the tax year?if Wo,'describe in Part VII how the supported aganization(s) effectively operated,supervised,orconbolled the oganization's activities.if the organization had more than one supported organization,descrloe how the powers to appoint and/or remove officers,directors,or trustees were allocated among the supported organ&&Vons and what conditions or resirrctions,if any,applied to such powers during the tar year. 1 2 Did the nation operate for the benefit o€an supported organ op y organization other than the supported organization(s)that operated,supervised,or controlled the supporting organization?if'Yes,'explain In Part VI how providing such benefit carried out the purposes of the supported organimtion(s)that operated suE ervlsed,or conirWW the supporvr'parri ew1 n. 2 Section C.Type Il Supporting Organizations Yes No 1 Were a majority of the organization's directors or trustees during the tax year also a majority of the directors ( F. or trustees of each of the organ€zation's supported organization(s)?If"No,'describe in Part VI how control or management of the supporting organlzation was vested in the same persons that controlled or managed the supported a+ ' is). 1 Section D.Ali Type III Supipoffiiij OFganizations __. Yes No 1 Did the organization provide to each of Its supported organizations,by the last day of the fffth month of the organization's tax year,@ a written notice describing the type and amount of support provided during the prior tax year,09 a copy of the Farm 990 that was most recently filed as of the date of notification,and(iia]copies of the organization's governing documents in effect on the date of notification,to the extent not previously provided? 1 m. 2 Were any of the organization's officers,directors,or trustees either(1)appointed or elected by the supported organization(s)or nil serving on the governing body of a supported organization?If'No,'explain in Part VI how the organtmtion maintained a close and continuous working relationship with the supported organization(s). 2 3 By reason of the relationship described In line 2,above,did the organization's supported organzatlons have a significant voice in the organization's€nvestment policies and in directing the use of the organlzation's income or assets at all times during the tax year?ff'Yes,'describe in Part Vi the role the organization's Sulorted r,fzations pia in firs ria w Section E.Type Ili Functionally Integrated Supporting Organizations 1 Check the box next to the method that the organization used to satisfy the Integral Part Test during the yeaDme instructions), a =The organization satisfied the Activities Test.Complete line 2 below. b =The organizatlon is the parent of each of its supported organizations.Complete line 3 below. o =The organization supported a governmental entity.Describe in Part VI how you supponad a governmental entity(see instructions). 2 Activ€ties Test.Answer linea 2a and 2b below, y�Y No� a Did substantially all of the organization's activit€es during the tax year directly further the exempt purposes of the supported organization(s)to which the organization was responsive?If'Yes,'then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations,and how the organization determined that these activities constituted substantiaiiy all of its actwitles. 2a b Did the activities described In line 2a,above,constitute activities that,but for the organization's involvement, one or more of the organization's supported organiadion(s)would have been engaged in?if 7es,'explain in Part VI the reasons for the organization's positbon that its supported organization(s)would have engaged in these activities but for the organisation's involvement 2b 3 Parent of Supported Organizations.Answer lines 3a and 3b below. a Did the organization have the power to regularly appoint or elect a majority of the officers,directors,or trustees of each of the supported organizations?ff'Yes'or"No'provide details in Part VI. 3a b Did the organization exercise a substantial degree of direction over the policies,programs,and activities of each r of Its su„ rted or= sizations?if'Yes,'descrbe in Part VI the rWe la b the o,, nization in this 032oz6 01-2s-21 Schedule A(Form 990 or WO-EZ)2020 18 17301208 7.39979 001039.00OT 2020 . 05000 ALZHEIMER'S COMMUNITY CARE Page©igvi 1598 Schedule A Form 990 or 99o. 202o ALZHEIMER'S COMMUNITY CARE, INC 31-1481653 Pape g •Type 111on-Fuuµnctionall Integrated 50 (a)(3)Supporting Organizations 1 Checkhere heh re if the organization satisfied the Integral Part Test as a qualffying trust on Nov.20,1970(explain in Part VI).See Instructions. All other Ty.e III non-function@ inq��c rated su a2rtfng oruanizetions must com-Jete Sections A throudi E. Section A-AdWted Net Income (8)Current Year {A)Prior Year (optlonao 1 Net short-term capital aaln 1 2 Recoveries of aror ear distributions 2 3 Other cross Income(see instructions 3 4 Add lines 1 through 3, 4 5 Depreciation and deletion g .,- - __ 6 Portion of operating expenses paid or incurred for production or collection of gross Income or for management,conservation,or maintenance of X<Rmw held far production of income(see Instructions 6 7 Other exp-nses;see instructlonw 7 8 Adjusted Net Income tsubtract lines 5,5.and 7 from line 4� B Section B-Minimum Asset Amount (A)Prior Year (B)Current Year (opal) 1 Aggregate fair market value of all nonexempt-use assets(see Instrueftis for short tax yikw or assets held for r of� a Averaup m2flip valva of securities is b Average monthi%(cash balances ib c Fair market value of other non-exempt-use assets 1e __d Total add lines is 1b,and 1ci 1d e Discount claimed for blockage or other factors Taira fn detaft in Pari Vl: 2 �r�,,ulsltlon indebtedness apfAcable to non-exem al-use assets 2 3 Subtract line 2 from line i d. 3 4 Cash deemed held for exempt use.Enter 0.015 of line 3(for greater amount, see instructions. 4 5 Net value of nan•exemt•use assets(subtract line 4 from Ilea S` 5 6 Multi lk line 5 b 0.035. 6 7 Recoveries of prior•tear distributions 8 Minimum Asset Amount(add line 7 to line Section C-Distributable Amount Current Year 1 Admsted net income for 'or r from Section A-line 8 column At 1 2 Enter 0.85 of Ilne 1. 3 Minimum asset„amount for prior year(Orom Section 8,line 8,column Ar 3 4 Enter:greater of line 2 or line 3. 4 S Income tax it used in prior year 5 6 Distributable Amount.Subtract line 5 from line 4,unless subject to ern 'r rpt. .•reduction',see instructionsi. 6 �.,,•. :.......... �F..._amu„„,„,�_ ..�:.._ 7 ®'Cheek here if the current year is the organization's first as a non-functionally Integrated Type III supporting organization(see Instructonsr. Schedule A(Form 990 or 990-EZ)2020 032026 4145-21 19 17301208 139979 001039.00OT 2020 . 05000 ALZHEIMER'S COMMUNITY CARE,PaSgoe'91�-4 1598 Sd,edule A rForm 990 or 990 , 2020 ALZHEIMER'S COMMUNITY CARE, INC. 31-1481653 Type Iii kion-Functionally Integrated 509(a)(3)Supporting Organizations Section D-Distributions Current Year 1 Amountsto supxr-tacl onjzi dzatwns to i ccom9alish examPu 1 _ 2 Anmounts paid to perform activity that directly furthers exempt purposes of supported _ ra� izat€onsinxexcess of income from acthrlrp 2 3 Administrative exronses(paid to accomempxerianlzatlons 3 4 Amounts maid to aemuire exempt-use assets 4 5 Qualified set-aside amourrts r or IRS spp.roval required- vovide details in Part yl 5 S Other dlstrlbutlons describe rn Part P.See Instructions. S 7 Tata)annual distributions.Add lines 1 through 6. 7 8 Distributions to attentive supported organizations to which the organ€mtlon Is responsive - �2rcvide details in Part"fig).See instructions. 8 9 Distributable amount for 2020 from Section C,line 6 g 10 L€ne 8 amount divided b', line 9 amounk 10 (€I [li} [iiia Section E-Distribution Allocations(sea Instructions) Excess Distributions Underdistributions Distributable Pro-2D20 Amount for 2020 1 Distributable amount for 2020 from Section C,line 6 2 Underdistributions,if any,for years prior to 2020(reason• able cause m4ulred-sxDWn in Part Vr.See Instructions. 3 Excess distributions carr over if any,to 2020 a From 2015 _b From 2016 c From 2017 d From 2018 e From 2019 f Totem of llnes 3a throu 3e g cl€ed to underdistributions of prior yews h Applied to 2020 distributable amount j Qsrr over from 2015 not mpplled(see Instructions) Remainder.Subtract lines 3 „3h„and 3€from line 3f. 4 Distributions for 2020 from Section 0, 11ne 7: $ �w _ e a Applied to underdisdbutions of prior years b ° plied to 2020 distributable amount - , c Remainder.Subtract Imes 4a and 4b from line 4. 5 Remaining underdlsttibutions for years prior to 2020,If any.Subtract lines 3g and 4a from line 2.For result greater than zero,eAlain in Part VI.See Instructlons. B Remaining underdistributions for 2020.Subtract lines 31h and 4b from line 1.For result greater than zero,explarn in Part VI.See Instructions. 7 Excess distributions carryover to 2021.Add lines 3j and 4c. 8 Breakdown of line 7: a Excess from 2010 b Excess from 2017 c Excess from 2018 d Excess from 2019 e Excess from 2020 Schedule A(Form 990 or 990-EZ)2020 092427 01-25-21 20 17301208 139979 001039 .00OT 2020. 05000 ALZHEIMER'S COMMUNITY CA>:tEQage 918-4 1598 Schedule A r 0rrr 990 or 990.EQ 2020 ALZHEIMER`S COMMUNITY CARE, INC. 31-1481653_E, g tri T Supplemental Information.Provide the explanations required by Part 11,line 10;Part Il,line 17a or 17b;Part III,line 12; Part IV,Section A,lines 1,2,316,3c,4b,4c,5a,6,9a,9b,9c,Ila,1 lb,and 11c;Part IV,Section B,lines 1 and 2;Part IV,Section C, line 1;Part IV,Section Q,lines 2 and 3;Part IV,Section E,lines 1 c,2a,2b,3a,and 3b;Part V,line 1;Part V,Section B.line 1 e.Part V. Section I],lines 5,6,and 8;and Part V,Section E,lines 2,5,and 6.Also complete this part for any additional information. [See Instructicns.6 032029 of-2s-2t Schedule A(Form 990 or 990•FZ)2020 21 17301208 139979 001039.0007 2020 . 05000 ALZHEIMER'S COMMUNITY CARE'Page 9R-bi 1598 Schedule B Schedule of Contributors 0MRNo.15450D47 M190-E7. Attach to Form OK Forum 990-EZ,or Farm 990-PF. Aft or 980-PF) DaparbTant of the Tmnttry Co to%vww.frs..igov1FornM0 for the latest information. kutemel Revemm Servide [dame of the organization _ Employer identification number ALZHEIMER'S COMMUNITY CARS INC. 31-1481653 Organization type(check one): Filers of: Section: Form 990 or 990-EZ ® 501(c)( 3 )(enter number)organization 4947(4)(1)nonexempt charitable trust not treated as a private foundation 527 political organization Form 990-PF 501(cX3)exempt private foundation 0 4947(a)(1)nonexempt charitable trust treated as a private foundation 501(c)(3)taxable private foundation Check If your organization is covered by the General Rule or a Spacial Rule. Note:Only a section 501(c)(7),(8),or(10)organization can check boxes for both the General Rule and a Special Rule.See instructions. General Rule For an organization filing Form 990,990-EZ,or 990-PF that received,during the year,contributions totaling$5,000 or more(in money or property)from any one contributor.Complete Parts I and 11.See instructions for determining a contributor's total contributions. Special Rules ® For an organization described in section 501(0)(3)filing Form 990 or 990-¢that met the 33 1/ °/a support test of the regulations under sections 509(a)(1)and 170(b)(1)(A)(vI),that checked Schedule A(Form 990 or 990-E2),Part II,line 13,16a,or 16b,and that received from any one contributor,during the year,total contributions of the greater of(1)$5,000;or(2)2% of the amount on(i)Form 990,Part VIII,line 1 h-, or 01)Form 390-EZ,line 1.Complete Parts I and 11. For an organization described In section 501(c)(7),(8),or(10)filing Form 990 or 990-EZ that received from any one contributor,during the year,total contributions of more than$1,000 exclusively for religious,charitable,scientific, literary,or educational purposes,or for the prevention of cruelty to children or animals.Complete Parts I(entering 'WA"in column(b)instead of the contributor name and address),II,and Ill. For an organization described in section 501(c)(7),(8),or(10)filing Form 950 or 990-EZ that received from any one contributor,during the year,contributions exchusively for religious,charitable,etc.,purposes,but no such contributions totaled more than$1,000.If this box is checked,enter here the total contributions that were received during the year for an exclusively religious,charitable,etc., purpose.Don't complete any of the parts unless the General Flule applies to this organization because It received nonexclusively religious,charitable,etc.,contributions totaling$5,000 or more during the year ............................................. $ - Caution:An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule 8(Form 990,990-EZ,or 990-PF), but it must answer'No"on Part IV,line 2,of its Form 990;or checkthe box on line H of its Form 990-F-Z or an Its Form 990-PF,Part 1,line 2,to certify that it doesn't meet the filing requirements of Schedule B(Form 990,990-EZ,or 99OP9. LHA For Paperwork Reduction Act Notice,sea the instructions for Form 980,980-F-Z,or 880-12F. Schedule 9{Form 980,880-E4 or 900-PF)(202D) 023461 11-26-20 Page 322 of 1598 Schedule 8(Form 990,990-F.,Z,or 990-PFS(2020) Page 2 Name of organizationEmployer identification number ALZHEIMER'S COMMUNITY CARE, INC. 31-1481653 Part f Contr(butors (see instuctlons).Use duplicate copies of Part I if additional space is needed. _(a) (b) (c)__ (d) No. Name,address,and ZIP+4 Total contributions Type of contribution 1 ADDISON HINES CHARITABLE TRUST Pin .,w. P.O. BOX 460$ $ 270 ,000 . Noncash (Complete Part 11 for CANTON, GA 3 0114 noncash contributions.) [a) (b) (c) (d) Na. Name,address,and ZIP+4 Total contributions Type of contribution ALZHEIMER'S COMMUNITY CARE FOUNDATION, 2 INC. Parson FRI Payroll [� 800 NORTHPOINT PARKWAY, SUITE 101—B $ 250 , 000 ., ' Noncash [� (Complete Part 11 for WEST PALM BEACH, FL 33407 noncash contributions.) �.. ......,.., ......... (a) (b) [c) (d) No. Name,address,and ZIP+4 Total contributions Type of contribution 3 ELEANORE DECEA ESTATE Pin Payroll Q 1901 S. CONGRESS AVENUE, SUITE 240 $ 328 ,995 . Noncash (Complete Part 11 for BOYNTON BEACH, FL 33426 noncash contibutbrrs.) (a) (b) (c) 1d} Nm Name,address,and ZIP+4 Total contributions Type of contribution 4 ( LEE MILLMAN RESPITE CARE FOUNDATION Person FT Payroll 0 2161 PALM BEACH LAKES BLVD. , SUITE 450 $ 100 ,000 . Noncash (Complete Part II for WEST PALM BEACH, FL 33409-6613 noncash contributions.) (aj (b) (c) (d) No. Name,address,and ZIP+4 Total contributions Type of conhibution 5 LEO & ANNE ALBERT CHARITABLE TRUST Peron EM Payroll 5367 STRAND BLVD. , SUITE 204 $ 1,070,587. Noncash Mx (Complete Part II for NAPLES, FL 34110 noncash contributions.) ------------- ,,, :.: ... �.- . _(a) (b) _ (c} (d) No. _ _ _Name,address,and ZIP+4 Total contributions Type of contribution PALM BEACH COUNTY BOARD OF COUNTY 6 COMMISSIONERS Person - Payroll 0 301 N. OLIVE AVENUE $ 380,758. Noncash Q (Complete Part it for WEST PALM BEACH, FL 33401 noncash contributlons.) 023482 i 1::i o ---_ schedule 8{Fenn 990,990-EZ,or 880-PFJ-(2m) 23 pig 1,7301208 139979 001039.00OT 2020 . 05000 ALZHEIMER'S COMMUNITY CARE Pag0e 323 of1 1598 Schedule 8(Form 990,990-EZ,or 990-PF)(2020) page 2 Name of organization Employer identfication number ALZHEIMER'S COMMUNITY CARE, INC. 31-1481653 F8ft I Contributors (see instructions).Use duplicate copies of Part I if additional space is needed. (a) (b) (c) (d) No Name,address,and ZIP+4 Total contributions Type of contribution 7 SMALL BUSINESS ADMINISTRATION Person Payroll [] 409 3RD STREET SW $ 945,722. Noncash [] - (Complete Part II for WASHINGTON, DC 20416 noncash contributions.) (a) (b) (c) (d) No. Name,address,and ZIP+4 Total contributions Type of contribution STATE OF FLORIDA - DEPT OF ELDER 8 _ AFFAIRS Person EXI Payroll Q 4040 ESPLANADE WAY, ROOM #350A $ 109,410. Noncash [� (Complete Part 11 for TALLAHASSEE, FL 32399 noncash contributions.) �..... (a) (b) (c) (d) No. Name,address,and ZIP+4 Total contributions Type of contribution 9 THEADORE BOULLE ESTATE Pemo Payroll 600 JENNINGS AVENUE $ 228,832. Noncash (Complete Part Il for EUSTI S, FL 32726 noncash contributions.) m�. [a) (b) (d) No. Name,address,and ZIP+4 Total contributions Type of contribution 10 UNITED WAY OF MARTIN COUNTY, INC. Pin Payroll Q 10 CENTRAL PARKWAY, SUITE 100 $ 171,750. Noncash Q (complete Part a for STUART, FL 34994 noncash contributions.) (a) (b) (c) (d) No. Name,address,and ZIP+4 Total contributions Type of contribution Person Q Payroll Q $ Noncash Q (Complete Part 11 for noncash contributions.) (a) (b) (o) (d) No. Name,address,and ZIP+4 Total contributions Type of contribution „M Person Q Payroll Q $ Noncaah Q (Complete Part 11 for noncash contributions.) 023.152 11-26-20 - Schedule B(Form M 9W-EZ,or Sao-Fq(Z=) 24 17301208 139979 001039 .00OT 2020 . 05000 ALZHEIMER'S COMMUNITY CARE page10-41598 Schedule B(Form 990,990-E7-or 990-PF)(2020) Page 3 Name of organization Employer identification number ALZHEIMER'S COMMUNITY CARE INC- 31-1481653 PjartH Noncash Property (see instructions).Use duplicate copies of Part 11 If additional space Is needed. (c) No. (b) FMV(or estimate) (d) from Description of noncash property given (See instructions.) Date received Part I . ....... 253 SHS BECTONDICKINSON & CO 5 $ 60, 674. 06/24/21 No. (b) FMV(or estimate) (d) from Description at noncash property given (See Instructions.) Date received Part I 350 SHS -HOME DEPOT INC 109,144. 06/24/21 No. (b) FMV(or estimate) (d) Prom Description of noncash property given (See instructions.) Date received Part I ' 500 SHS - PROCTER & GAMBLE 5 $ 66,510. 06/24/21 No. (b) FKW(or estimate) (d) from ne=lption of noncash prop"givenDate received (See instructions.) Pad I STARBUCKS CORP 5 $ 123 ,189 . 06/24/21 ................................ (a) No. (b) (d) from Description of noncash property given FMV(or estimate) Date received Part I (See Instructions.) TWITTER INC 5 161, 070. 06/24/21 (c) Nm (b) FIVV(or estimate) (d) ftom Description of noncash property given (See instructions.) Date received Part I ....... 25 17301208 139979 001039.00OT 2020 . 05000 ALZHEIMER'S COMMUNITY CARE Pa'ePVR-J 1598 Schedule B"Farre 990,990-Q or 990-PF}[2020) Page 4 Name of organization Employer identification numb ALZHEIMER'S COMMUNITY CARE, INC. 31-1481653 NOW, I , Exclusively religious,charitable,etc.,contributions to organizations described In section 501(cX7),(8),or(10)that total more than$1,000 for the year from any one contributor.Complete columns(a)through(e)and the following line entry.For onymb etlons completing Pert III.enter the toral of exdrmlvaly relfgious,shapable,ata.conblbuticm of$1,=or less for the Year.(ntsrthls into.once.) „ .. Use duplicate cordes of Part III If additional sauce is needed. (a)No. from rot Purpose g� (c)Use of gift (d)Description of how gift Is held Part I P e of w (a)Transfer of gift TransfertWe name,address,and ZIP+4 Relationship of transferor to transferee (a)No. � I (b)Purpose of gift (c)Use of gift (d)Description of how gift is held �., i (s)Transfer of giftM,w , Transferee's name,address,and ZIP+4 Relatloml-ill a of transferor to transferee (a)No. from (b)Purpose of gift (c)Use of gift (d)Description of how gift is held Part I F (a)Transfer of gift s name,address,,and ZIP+4 Relationship of transferor to transferee 's na .. . (8 No. . - -_--ate from (b)Purpose of gift (c)Use of gift (d)Description of how gift is held Part I j (e)Transfer of gift Transferee's name,address,and ZIP+4 Relationship of transferor to transferee 023454 11-25-20 26 Schedule s(Form ssee-EZ,or 990-pr)[2020) 17301.208 139979 001039 d,OOOT 2020. 05000 ALZHEIMER'S COMMUNITY CARE,Pa'god %�� 1598 SCHEDULE Political Campaign and Lobbying Activities OMB No.1545-0047 (f=orm 990 or 990-Ez) For Organizations Exempt From income Tax Under section 501(c)and section 527 2020 `Complete if the organization is described below. >Attach to Form 990 or Form 990-F-7— I openlwjhjWa Department of the Treasury - lntamel Re,m"a servlq >Go to www.irs.gov/FormM for Instructions and the latest information. n: If the organization answered"Yes,°on Form 990,Part IV,line 3,or Form 390-EZ,Part V,Ilne 46(Political Campaign Activities},then •Section 501(cx3)organizations:Complete Parts I-A and B.Do not complete Part 1-C. •Section 501(c)(other than section 501(cx3))organizations:Complete Parts I A and C below.Do not complete Part 1.8. •Section 527 organizations:Complete Part I-A only, If the organization answered"Yes,"on Form 990,Part IV,line 4,or Form 990-EZ,Part VI,line 47(Lobbying Activities),then +Section 501(c)(3)organizations that have filed Form 5768(election under section 501(h)):Complete Part IIA.Do not complete Part 11-6. •Section 501(c)p)organizations that have NOT filed Form 5768(election under section 501(h)):Complete Part 1143.Do not complete Part IIA. If the organization answered"Yes,"on Form 990,Part IV,line 5(Proxy Tax)(See separate instructions)or Form 990-EZ,Part V,line 35c(Proxy Tax)(See separate Instructions),then •Section 501(0)(4),(5),or(5)organizations:Complete Part Ill. Name of organization Employer Identification number ALZHEIMER'S COMMUNITY CARE, INC. 1 31-1481653 Part Complete if the organization is exempt under section 501(c)or is a section 527 organization. 1 Provide a description of the organization's direct and Indirect political campaign activities in Part IV. 2 Political campaign activrty expenditures ................ ...--- ...--..--._--.------ ---------1-..111.......... ..... $ 3 Volunteer hours for political campaign activities ............. Comple#e 1f the organization Is exempt under section 501(c)(3). 1 Enter the amount of any excise tax incurred by the organization under section 4955 _-_ .............. '$ 2 Enter the amount of any excise tax incurred by organization managers under section 4955 ........ ......... .........►$ u, 3 If the organization Incurred a section 4955 tax,did It file Form 4720 for this year? ......................................................... Yes No 4a Was a correction made? ............. ............... ID Yes 0 No b If"Yes,"describe In Part IV. Part--&C Complete if the organization is exempt under section 50 c), except section 501(c)(3). 1 Enter the amount directly expended by the filing organization for section 527 exempt function activities_.._-_-..__►$ 2 Enter the amount of the filing organization's funds contributed to other organizatkans for section 527 exemptfunction activities ....---•..............................................................111.1.......-- ....................................®$ 3 Total exempt function expenditures,Add lines 1 and 2.Enter here and on Form 1120-POL, line17b ....................................................... ....... .. . $ _. 4 Did the ffling organlzatlon file Form 1#20-POL for this yeas? ..,. ..........................*------- ...-----...................................111. Yes No 5 Enter the names,addresses and employer idwWfication number(EIN)of all section 527 political organizations to which the filing organization made payments.For each organization listed,enter the amount paid from the filing organization's funds.Also enter the amount of polftical contributions received that were promptly and directly delivered to a separate political organization,such as a separate segregated fund or a political action committee(PAC).If additional space is needed,provide information in Part IV. (a)Name (b)Address (c)E1N (d)Amount paid from (e)Amount of political filing organization's contributions received and funds.If none,enter-0-, promptly and directly delivered to a separate political organization. If none,enter-0-. i I For Paperwork Reduction Act Notice,Seo the IneVuc6wrs for Form 990 or 990-EZ. Schedule C(Form 9911 or 990-EZ)2020 I_l IA 092041 12-02-20 27 17301208 139979 001039.00OT 2020. 05000 ALZHEIMER'S COMMMITY CARE page�Ro1 1598 SCHE®ULE C Political Campaign and Lobbying Activities OMB (Form 9W or s90-�z)� ... For Organizations Exempt From Income Tax Under section 501(c)and section W7 2020 oeparlmenl&merre&uury Complete if the organization is described below. D�l Attach to Form 990 or Farm 990-E7. Fn1a,nd Revenue smvice 1'Go to wwwJrs.gov/Forni9M for instructions and the latest information. juspeaftn If the orgenizabon answered"Yes,"on Form 990,Part IV,line 3,or Form 990-EZ,Part V,line 46(Political Campaign Activities),then •Section 501(c)(3)organizations:Complete Parts I•A and B.Do not complete Part I-C. •Section 501(c)(other than section 501(c)(3))organizations:Complete Parts I A and C below.Do not complete Part I-B. •Section 527 organizations:Complete Part I-A only. If the organization answered uYes,"on Form 990,Part IV,line 46 or Form 990-EZ,Part VI,line 47(Lobbying Activities},then •Section 501(oX3)organizations that have filed Form 5768(election under section 501(h)):Complete Part II•A.Do not complete Part II•B. •Section 501(eH3)organizations that have NOT filed Form 5758(election under section 501(h)):Complete Part II-B.Do not complete Part II-A. If the organization answered'Yes,"on Form M Part IV,rine 5(Proxy rax)(see separate Instructions)or Form Part V,line 350(Proxy Tax)(See separate instructions),Bien •Section 501(cH4),(5),or(6)organizations:Comps de Part Ill. Name of organization Empioyer identification number ALZHEIMER 1 S COMMUNITY CARE, INC. 31-1481653 Part tAl Complete if the organization is exempt under section 501(e) or Is a section 527 organization. i Provide a descriptlon of the organization's direct and indirect political campaign activities In Part IV, 2 Political campaign a&Iv€ty expenditures $ 3 Volunteer hours far political campaign activities ...................................................... PAIrt I-S e Complete it the organization is exempt Lander section 501(c)(3). �® 1 Enter the amount of any excise tax Incurred by the organization under section 4955 ......... 1110-$ .. . ......... 2 Enter the amount of any excise tax Incurred by organization managers under section 4955 .............. ... - $ ... ......... 3 If the organization incurred a section 4955 tax,did it file Form 4720 for this year? -...... ..__... .............................. uu—„ Yes 'No 4a Was a correction made? .............. 0 Yes 0 No ..................................................................--........................................................ b If'Yes,'describe In Part IV. rt, ornplete if the organization Is exempt under section 501(c), except section 501(c)(3). 1 Enter the amount directly expended by the filing organization for section 527 exempt function activities..--------- )I-$ 2 Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities -. ,• ... $ 3 Total exempt function expenditures.Add lines 1 and 2.Enter here and on Form 1120-POL line 17b ...... 111'$ 4 Did the filing organization file Fain 1920-POL for this year? Yes =No ................................................................................. ..... 5 Enter the names,addresses and employer identification number(EIN)of all section 527 political organizations to which the filing organization made payments.For each organization listed,enter the amount paid from the filing organization's funds.Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization,such as a separate segregated fund or a political action committee(PAC).If additional space is needed,provide information in Part IV. (a)Name (b)Address (c)ON (d)Amount paid from del amount of political filing organization's contributions received and funds.If none,enter-0•. promptly and directly delivered to a separate political organization. If none,enter A-. _. ( For Paperwork Reduction Act Notice,see the Instructions for Form 990 or 990-EZ. Schedule C(Form 990 or 490-EZ)2020 LHA 032041 12-02.20 27 17301208 139979 001039 .a0oT 2020 .05000 ALZHEIMER'S COMMUNITY SEP 92@.x1598 Schedule C(Form 890 or 990-Q)2020 ALZHEIMER'S COMMUNITY CARE, INC. 31-1481653 Page 2 omp e e e organiza on is exempt un er section c an i e arm a on un er section 501(h))• A Check i. If the filing organization bekxegs to an affiliated group(and list in Part IV each affiliated group member's name,address,EIN, expenses,and share of excess lobbying expenditures). 8 Check ` if the filiryI organization checked box A and"limited control'-pia visions�?p B �.....m Limits on Lobbying Expenditures (a)Filing (b}Affiliated group (The term"expenditures"means amounts paid or incurred) organals ization #otals Is Total lobbying expenditures to influence public opinion(grassroots lobbying) b Total lobbying expenditures to influence a legislative body(direct lobbying) ................................. 179 , 528. c Total lobbying expenditures(add lines la and 1b) ........................ ..--.--......--.......... 1 179 ,528. d other exempt purpose expenditures 6 9 9 2 n b ),8 e Total exempt purpose expenditures(add lines 1 c and 1 d) .................._..... _ --------- 7,17 2,2 7,172,226.[ f LobWnQ nontaxable amount.Eater the amount from the follavrfn table in both columns. 5 0 8 , 6 11 If the amount online 1e,column(a�,or Ibi Is: The lobbvin nontaxable amount is: Not over$500,000 20% of the amount on Ilne 1 e. _ - M, 4 Over$500,000 but not over$1,000,000 $100 000 aius 15%of the excess over$500,000. Over$1,000,000 but not over 1.;1,500000 $175A000 1us 1 MA of the excess over$1 p00"000 Over$1,500,000 but not over$17,000,000 $225-000 Flus 5%f the excess over$1 000. Over$17,000:000 $1,000 000. g Grassroots nontaxable amount(enter 25%of line 1f) 1 2 7 ,15 3. h Subtract line 1 g from line 1 a.If zero or less,enter-0- ............................................. ............................... ....... .............. _ 0 I Subtract line 1 f from line 1 a if zero or less,enter-0- ........ ) If there Is an amount other than zero on either line i h or line 11,did the organization file Form 4720 mpoging section 4911 tax for this...ear? ......... _;............... ......... .................. ........—...... 0 Yes 4-Year Avenging Period under section wi(h) (Some organizations that made a section 601(h)election do not have to complete all of the five columns below. See the separate instructions tar lines 2a through 2f.) Lobbying Expenditueres During 4-Year Averaging Period Calendar year (or fiscal year beginning in) (a)2017 (b)2018 (c)2019 (d)2020 (e)Total ( 2a Lobb`,drin nontaxable amount b Lobbying ceiling amount (150%of line 2a,column(e)) c Total iobts�Fi�-�q�exaenditures d Grassroots nontaxable amount e Grassroots ceiling amount I' (150%of line 2d,column(e)) I Grassroots[obbyinr expenditures € Schedule C(Form 990 or 990-EZ)2420 032W2 12-o2-20 28 17301208 139979 001039.00OT 2020. 05000 ALZHEIMER'S COMMUNITY CAREPAP z -41598 Schedule C(Form 990 or 990-E2)2020 ALZHEIMER'S COMMUNITY CARE, INC. 31-1481653 Pages P! t.R�®, Complete if the organization Is exempt under section 501(c)(3)and has NOT filed Form 5768 (election under section 501(h)). For each"Yes"response on lines Ie through V below,provide in Part 11/a detailed description (a) (b) of the lobbying activity. yes No Amount 1 During the year,did the filing organization attempt to Influence foreign,national,state,or local legislation,including any attempt to Influence public opinion on a legislative matter or referendum,through the use of. aVolunteers? .................................................-----------...... .. ..... ..... .. b Paid staff or management(include compensation in expenses reported on lines 1 c through 1)? , - c Media advertisements? ............................................ ..--........ ...................--........ ... d Mailings to members.legislators,or the public? ................ .. ....................................................... e Publications,or published or broadcast statements? ................................... .............................. f Grants to other organizations for lobbying purposes? g Direct contact with legislators,their staffs,government off'ic'ials,or a legislative body? h Rallles,demonstratlons,seminars,conventions,speeches,lectures,or any similar means? ,,.,,,u Otheracttvttias7 ..................... ......................................................... ..... j Total Add lines 1c through i i................................... .................................... - ........... 2a Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? ., b If'Yes,'enter the amount of arty tax Incurred under section 4912 .......................................... c If"Yes,"enter the amount of any tax incurred by organization managers under section 4912 .-- d If the filln or anization incurred a section 4912 tax did it file Form 4720 for titin ear? .... . .......... Pert III A. Complete H the organization is exempt under section 501.c(4), section 501(c)(5),or section ffi 501(c)(6). Yes No 1 Were substantially all(90%or more)dues received nondeductible by members?......____................................. 1 2 Did the organization make only in-house lobbying expenditures of$2,000 or less? .............. ................ 1"A 3 Did the ors anization a=ree to cage•,over lobbving and r_aoiitical campalun actio � exrv�enditures from the Prior jean 3 Part Ill-B Complete if the organization is exempt under section 601(c)(4), section 501(c)(5),or section 501(c)(6)and If either(a) BOTH Part III-A, lines 1 and 2,are answered "No" OR (a) Part III-A, line 3, is answered '"fes." 1 Dues,assessments and similar amounts from members ....................... ... ....... .................................... 1 i 2 Section 162(e)nondeductible lobbying and poiltical expenditures(do not Include amounts of political expenses for which the section 527(f)tax was paid). aCurrent year ......-..... ......................................................................................................... 2a (,. b Carryover From last year ............................. -................................................... . ...--........................-. .. a 2b cTotal .................................................................................................................. . 2c 3 Aggregate amount reported in section 6033(e)(1)(A)notices of nondeductible section 162(e)dues ........................ 3 4 If notices were sent and the amount on line 2c exceeds the amount on line 3,what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditurenext year? ................................... ............•-.---.---..........--............---..--........................................ 5 Taxable amount of Inbb°inti and Witical em dlturss(See instructions) . .- ---•-----.--- ..... ...... ............. 5 supplemental Information Provide the descdpttons required for Part I-A,line 1;Part I-B,line 4;Part I-C,line 5;Part II-A(affiliated group list);Part II-A,lines 1 and 2(See instructions);and Part It-S,line 1.Also,complete this part for any additional Information. Schedule C(Form 990 or 990-M 2420 0=43 12-02-20 29 17301208 139979 001039.00OT 2020 . 05000 ALZHEIMER'S COMMUNITY CARL E, agoe 3�U 3g C- 1 1598 SCHEDULED Supplemental Financial Statements flMg NO ' "°°"' (dorm 9901' Complete if the organization answered"Yes"on Form 990, 2020 Part IV,line 6,7,%9,10,11a,11b, Ile,i Id,1ie,11f,12a,or 12b.Aeparhnent of the Treasury _ Attaoh to For'rrt 990. Open to Public hwnW Revenue Service k9a to 4w w,irs.gov/Form990 for instructions and the latest information, Inspection Name of the organization Employer identification number ALZHEIMER' S COMMUNITY CARE, INC. _ 31-1481653 Or 3lr1 tions.Maintaining Donor Advised Funds or Other Sirnllar Funds or Accounts.Complete if the organization answered'Yes'on Foran 990,Part IV,line 6. (a)Donor advised funds (b)Funds and other accounts 1 Total number at end of year ...................... ---- ........... 2 Aggregate value of contributions to(during year? ....... 3 Aggregate value of grants from(during year) ................. 4 Aggregate value at end of year ............__................. ..... 5 Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization's property,subject to the organization's exclusive legal control?...................................................... Yes 0 No 6 Did the organization inform all grantees,donors,and donor advisors In writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor,or for any other purpose conferring impermissible private benefit? ............................ . .......................................................... Yes No .N 11 C:onservatlon Easements.Complete if the organization answered'Yes"on Form 990,Part IV,line 7. 1 Purpose(s)of conservation easements held by the organization(check all that app ly}. Preservation of land for public use(for example,recreation or education) a Preservation of a hlstoricalty important land area Protection of natural habitat Preservation of a certified historic structure Preservation of open space 2 Complete lines 2a through 2d If the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year. 1i Held at the End of the Tax Year a Total number of conservation easements ................. ---.....--..-.-.--.... .................-- 2a b Total acreage restricted by conservation easements .......................................................... 2b , c Number of conservation easements on a certified historic structure included in(a) .•-••---- ---------------------- 2c d Number of conservation easements included in(c)acquired after 7/25/06,and not on a historic structure 1 listed in the National Register ---•.................................. ....................................................... 2d 3 Number of conservation easements modified,transferred,released,extinguished,or terminated by the organization during the tax year D" _. 4 Number of states where property subject to conservation easement is located 5 Does the organization have a written policy regarding the periodic monitoring,Inspection,handling of violations,and enforcement of the conservation easements It holds? -------------------------------.--..--.--.--..-..................----...--0 Yes ON, 6 Staff and volunteer hours devoted to monitoring,Inspecting,handling of violations,and enforcing conservation easements during the year ]ii' � 7 Amount of expenses incurred in monitoring,inspecting,handling of violations,and enforcing conservation easements during the year go.$ 8 Does each conservation easement reported on line 2(d)above satlsfy the requirements of section 170(h)(4)(8)(I) and section 170(h)(4)ftll)? ......................................... ...................-.......................•--........................E:1 Yes 0 No 9 In Part Xlll,describe how the organization reports conservation easements in its revenue and expense statement and balance sheet,and Include,if applicable,the text of the footnote to the organization's financial statements that describes the nri iization's accountlng for conservation easements. Part", Organizations Maintaining Collections of Art,Historical Treasures, or Other Similar Assets. Complete if the organization answered'Yes"on Form 990,Part IV,line B. 1a t the organization elected,as permitted under FASB ASC 958,not to report in Its revenue statement and balance sheet works of on,historical treasures,or other similar assets held for public exhibition,education,or research In furtherance of public service,provide In Part Xill the text of the footnote to its financial statements that describes these items, b If the organization elected,as permitted under FAS13 ASC 958,to report in its revenue statement and balance sheet works of art,historical treasures,or other similar assets held for public exhibition,education,or research in furtherance of public service, provide the following amounts relating to these item: (1) Revenue included on Form 990,Part VIII,line 1 .--.-_..--.---.,..„--------------------- ---_..-.-.....----.-.................. $ (ii) Assets Included in Form 990,Part X ......................•.-.---................-..-......-.........-..-.................... . ....... $ 2 if the organization received or held works of M historical treasures,or other similar assets for financial gain,provide the following amounts required to be reported under FASB ASC 956 relating to these Items: e Revenue Included on Form 990,Part VIII,line 1 .......................................................................................... $ b Assets included In Form 890,Part X ............. -..... _... .,•.-, LHA For Paperwork Reduction Act Notice,see the Instructions for Form 99M Schedule D(Form 990)2020 1=051 12-01-20 30 17301208 139979 001039 .00OT 2020. 05000 ALZHEIMER'S COMMUNITY CARE Qaog'H3g3'f741598 Schedule,d Norm 990'2020 ALZHEIMER'S COMMUNITY CARE INC. 31-1481653 t,, 2 { Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Asselcontinued - ) 3 Using the organization's acquisition,accession,and other records,check any of the following that make significant use of its collection items(check all that apply): a 0 Public exhibition d = Doan or exchange program b Scholarly research e [J Other c 0 Preservation for future generations 4 Provide a description of the organization's collections and explain how they further the organlzation's exempt purpose in Part XIII. 6 during the year,did the organization solicit or receive donations of art,historical treasures,or other similar assets to be sold to raise funds rather than to be maintained as rt of the orgarization's collection? ............... 0 Yes =No 18iPE Jam. Escrow and Custodial Arrangements.Gomplete if the organization answered"Yes'on Form 990,Part IV,line 9r w reported an amount an Form 990,Part X,line 21. �rz -- 1a Is the organization an agent,trustee,custodian or other intermediary for contributions or other assets not Included an Form 990,Part X? _................................................. ...............................................E:J Yes 0 No b If'Yes,"explain the arrangement in Part XIII and complete the following table: Amount cBeginning balance .......................................................................................................................... 1c dAddition duft the year ...... . ........................................................................................................... 1d e Distributions during the year .................................................... ....................... .......................... 19 IEnding balance......................................................—............................-...........................................-. .. 1f 2a Did the organization include an amount on Form 990,Part X.line 21,for escrow or custodial account liability? ._..-.-••.•--..J-r J. Yes .,o No b If°Yes'et ain the arrangement in Part XIII.Check here if the explanation has been°Lrovided on Part Xlil ........-. Part V I Endowment f=unds.Complete If the organization answered"Yes'on Form 990,Part IV,line 10. J41,Current,year 1b Prior+rear ici Two years back (d)Three years hack lel Four years back 1e, Beginning of year balance .....-•.............. b Contributions c Net investment earnings,gains,and losses d Grants or scholarships ........................... - e Other expenditures for facilities and programs ............... I Administrative expenses _••.................... g End of year balance .............................. 2 Provide the estimated percentage of the current year end balance gine 1 g,column(a))held as; a Board designated or quaskendowment % b Permanent endowment 1> % c Term endowment )0- 96 The percentages on lines 2a,2b,and 2c should equal 100%. 3a Are there endowment funds not In the possession of the organization that are held and administered for the organization by: Yes No (i) Unrelated organizations..................................................... (ii) Related organizations.................................................................................I................... ..............-. i b If'Yes'on line 3a(iQ,are the related organizations listed as required on Schedule R?..................................... .. 3b ...... 4 describe in Part Mill the intended uses of the or anization's endowment funds. I Para VI Land, Buildings, and Equipment. Complete If the organization answered'Yes'on Form 990,Part IV,line 11 a.See Form 990,Part X,line 10. Description of property (a)Cost or other [b)Cast or other (c)Accumulated m„ 1 WBook value basis(Investment) basis(other) depreciation 1aLand ....................................................... 8.... . 2 8 . 281426 - b Buildings 3 � .. __ 54 , 750 . ..................... , 3 4 , 577. e Leasehold improvements .............................. 7 6 ,41 1 , 5 2,7 8 4 d Equipment .......................... - , 0 5 5. 0 9 ,7 9 9.. _®..... 53, 256 . 75, 121. 58 ,1 977 . e other . ...... .... ... .---..-- 15 f Total.Add lines t a the au=. h le.Column d4rrxist equal Form 990,Hart X.column line 70c-,), 2 ,593,199 . _ Schedule D(Form 990)2020 USM2 12-61-20 31 17301208 139979 001039.0007 2020.05000 ALZHEIMER'S COMMUNITY CARE P0D339g 11 ge M4 1598 Schedule❑(Form 9901 2020 ALZHEIMER`S COMMUNITY CARE, INC 3 —19r 816 5 3 Pa)e 3,. �alfit ll.1, Investments Other urrt)es. Complete if the organization answered"Yes'on Form 990,Part IV,line 11 b See Form 990,Part X,line 12. (a) eeir ription of security security or category Wording name sir) (b)Book value (c)Method of valuation.Cost or encN-of-year market value „ (1) Financial derivatives �._._ (2) Closely held equity interests ...... (3) Other _. - ,..,,m Total.;Cal [bi musty ual Form 990,Part col.tB',I I n e 121 alt Investmen#s- Program Related. CorrR tete if the or anization answered"Yes"on Form 990 Part IV,line 11c.See Form 990,Part X,line 13. (a)Description o1 Investment (b)Book value (c)Method of valuation:Cost or encs-of-year market valve uw 1;5 —Al Total. 1301. b°i must equal Form 990 Part X,col.1,13)line 13.i R IX _Other Assets. Complete if the organization answered"Yes'on Form 990,Part IV,line 11 d.See Form 99o,PartX,line 15. (a)Description (b)Book value (51 . ......®. Tafel. Column I?: rwst 4valForm990,Parr X,cot 0 line 15.I .. .......................... ....................... Pert X Other Liabilities. Complete if the organization answered"Yes'on Form 990,Part IV,line 11 a or 11 f.See Form 990,Part X,tine 25. (a)Description of liability (b)Book value --ill Federal Income taxes _ r {4 _ , --� 1 — I8) Total.(Column(b)must equal Form 990,Fart X,col (8)rime 25.) ............. . .... ................. ......... ........ 2. Liability for uncertain tax positions.In Part All,provide the text of the foobticte to the organization's financial statements that reports the omanization's IWINX for uncertain tax ; itxxzs under FASB ASG 740.Check here ff the text of the footnote has been reuvided in Part)all Schedule D(Form 99d)2020 092063 12-0i-2a 32 17301208 139979 001039.Co0T 2020. 05000 ALZHEIMER' S COMMUNITY CAPE Page 91974 1598 Schedule D IForm 990=2020 _ -ALZHEIMER'S COMMUNITY CARE, INC. 31-1481653 ftp Xl •(Reconciliation Revenue per Audited Financial Statements With Revenue per Return. Completeif the organization answered"Yes"on Form 990,Part 1V,line 12a _ �. „ _ i Total revenue,gains,and other support per audited financial statements ...-. 1 9, 014, 8 9 3 . ..m _ 2 Amounts Included on line 1 but not an Form 990,Part Vill,line 12: a Net unrealized gains(losses)an investments ...................................................... _ 28 844. b Donated services and use offacilitles .........................._................... ............... 2b 472,696 . c Recoveries of prior year grants ......................................................I...I................ d Other(Describe in Part XIII.) ......... .._ i 2d e Add lines 2a through 2d ..._ ..................................................-................................................................. 2e +473 ,540. 3 Subtract line 2e from line 7 ....................................................... .... ......................................... .......... 3 8, 5 1 , 353 m. 4 Amounts included on Form 990,Part VIII,line 12,but not on line 1: a Invastment expenses not included on Form 990,Part Vlll,line 7b ........„- 4a b Other(Describe in Part XIII.} ................................ -.11...1.1.-. 4b c Add lines 4a and 4b ...........................................- 4c 0 . 5 Total revenue.Add lines 3 and%.24s must a ual Form 990,Part 1,_fine 12. t_- 6 8 , 541 , 353. Xll Reconciliation of Expenses per Audited Financial Statements With Expenses per Return . Complete if the organization answered`Yes”on Form 990,Part rV,line 12a 1 Total expenses and losses per audited financial statements ........................................ ........ 1 7, i`:4 , 9 2 2. 2 Amounts included on line 1 but not on Form 990,Part IX,line 25: a Donated services and use of fatuities ............................ ..................................... ..28 472, 696. b Prior year adjustments ...................... 2b ................... .........---. -...----�--•----•1111. ... G Other losses 2c d Other(Describe In Part All.) .......... ...................................................... . 2d e Add lines 2a through 2d ..............1111-.. ..... 2e 472,696. 3 Subtract line 2e from line 1 3 7 , 172,226. 4 Amounts included on Form 990,Part 1X,line 25,but not on line 1: a Investment expenses not included on Form 990,Part VIII,line 7b ............. 4a b Other(Describe in Part XII.} 4b a Add lines 4a and 4b .-1111--1111...- ..............---..................................................-- 4c 0 . ..... 5 Total exorrases.Add lines 3 and 4a i i<s must +ual Form 990,Part! Nie 78. .....-... b .,.._.. , � •. � 1 Supplemental Information. Provide the deserlptions required for Part II,lines 3,5,and 9;Part III,Ilnes.1 a and 4;Part IV,IInes 1 b and 2b;Part V,➢na 4;Part X,Ilne 2;Part Xl, lines 2d and 4b;and Part XII,lines 2d and 4b.Also complete this part to provide any additional information. PART X, LINE 2: THE ORGANIZATION EVALUATES ITS UNCERTAIN TAX POSITIONS IN ACCORDANCE WITH FASB ASC 740, INCOME TAXES, WHICH STATES THAT MANAGEMENT'S DETERMINATION OF THE TAXABLE STATUS OF AN ENTITY, INCLUDING ITS STATUS AS A TAX-EXEMPT ENTITY, IS A TAX ]POSITION SUBJECT TO THE STANDARDS REQUIRED FOR ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES. MANAGEMENT DOES NOT BELIEVE THAT THE ORGANIZATION HAS ANY SIGNIFICANT UNCERTAIN TAX POSITIONS THAT WOULD BE MATERIAL TO THE CONSOLIDATED FINANCIAL STATEMENTS. OM.54 12-01-20 Schedule D{Form 99012020 33 17301208 139979 001039.00OT 2020 . 05000 ALZHEIMER' S COMMUNITY CARE pagelg34 Of1 1598 SCHEDULE J Compensation Information orae No ,w5-0o47 (Foran 9M) i For certain Officers,Directors,Trustees,Key Employees,and Highest u Compensated Employees 20 Complete if the organizatlon answered"Yes"an Form 590,Part IV,line 21 napartrmr of in"Treasury >Attach to Form M. QMtoPublic lawnarRevw*osa„xm Go to www.irs. /Form990 for Inatructions and the latest Information. inepwitima Name of the organization Employer identification number ALZHEIMER'S COMMUNITY CARE, INC. 31-1481653 TumtA I Questions Regarding Compensation Yes No In Check the appropriate box(es)if the organization provided any of the following to or for a person listed an Form 990, Part VII,Section A,line f a.Complete Part III to provide any relevant Information regarding these items. First-ciass or charter travel 0 Housing allowance or residence for personal use Travel for companions D Payments for business use of personal residence 0 Tax Indemnification and gross-up payments 0 Health or social club dues or€nidation fees 0 Discretionary spending account 0 Personal services(such as maid,chauffeur,chef) b If any of the boxes on line 1 a are checked,did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above?If"No,"complete Part III to explain-..__. 2 Did the organization require substantiation prior to reimbursing or allowing expenses Incurred by all directors, r trustees,and officers,including the CEO/Executive Director,regarding the Items checked on line 1a? ........... .. . „2 , 3 Indicate which,if any,of the following the organization used to establish the compensation of the organization's CEO/ExecAve Director.Check all that apply.Do not check any boxes for methods used by a related organization to establish compensation of the CEO/Executive Drector,but explain in Part III. Compensation committee 0 Written employment contract Independent compensation consultant ®Compensation survey or study D Form 990 of other organizations ®Approval by the board or compensation committee 4 During the year,did any person listed on Form 990,Part VII,Section A,line 1 a,with respect to the filing organization or a related organization: a Receive a severance payment or change-of-control payment? . ......... ... b Participate In or receive payment from a supplemental nonqual€fled retirement plan? .............................................. 4b X c Participate in or receive payment from an equity-based compensation afrangement? ........................................................ 4c X It"Yes"to any of lines 4a-c,list the persons and provide the applicable amounts for each Item in Part Ill. Only section 501(cx3),501(c)(4b and 501(cX29)organizations must complete lines 5-9. 5 For persons listed on Form 990,Part VII,Section A,line 1a,did the organization pay or accrue any compensation contingent on the revenues of: aThe organization? .................................... ........................................._--...................-.. sa X bAny related organization? ............................. ................................................. . ....................... ............................... 5b X If"Yes"on line 5a or 5b,describe in Part III. 6 For persons listed on Form 990,Part VII,Section A,line 1 a,did the organization pay or accrue any compensation contingent on the net earnings of. a The organization? - �-•....................................... ..........I...... I..... . .............. -- fie X b Any related organization? .......................................................... ...................... . .. . tib X .. If"Yes"on line 6a or 6b,describe in Part III. 7 For persons listed on Farm 990,Part VII,Section A.line 1 a,did the organization provide any nonfixed payments not described on lines 5 and 6?If"Yes,"describe in Part III................................................................................................... . 7 X 8 Were any amounts reported on Form 990,Part VI I,paid or accrued pursuant to a contract that was subject to the initial contract exception described In Regulations section 53.4958-4(a)(3)?If"Yes,"describe in Part III ..... 8 X 9 If"Yes"on line 8,did the organization also follow the rebuttable presumption procedure described in R .kulations section 53.49585 -Fj{ci7 ... ...... 9 LHA For Paperwork Reduction Act Notice,see the Instructions for Form 990. Schedule J(Form 990)2020 032111 12-07-20 34 17301208 139979 001039.00OT 2020 . 05000 ALZHEIMER'S COMMUNITY CARE 1:1age 0R-bi 1598 e � O a CLC mCL O ♦ r dD ri t � CD E m , LO E c w+ h C Cd 0000 c v a y m m m o CD o o $ m V ° 40 m 3 m m m c 0 0_ U o CL CL 6 o W o _ W W C m c - w a CLQ }E1 E o C-i E m � 0 m U M, � � ca m m VE [ m ma '� � _CL UJ IA o m rn pto g ID m r Page 336 of 1598 E LL LO ko co CL CL E 0 CL Ln 0 H 0 CL tA c .2 E 0 CL CL U) ZZ 0 Page 337 of 1598 SCHEDULE L Transactions With Interested Persons OMB No.1545-0(MT Gorr"990 or 990-E4 r�-Complete If the organization answered"Yes°on Form 990,Part IV,fine 25a,25b,26,27,28a, 2W or 28c,or Form 990-EZ Part V,line 38a or 4W. oepwftent of the Treasury Attach to Form 990 or Form 990-EZ. open twPwift krternal Revenue service 0>Go to wwwJrs.gov/Fomi99O for instructions and the latest information. Name of the organizatton Employer identification number ALZHEIMER'S COMMUNITY CARE, INC. 31-1481653 I Faq f)) trap-s i ons(section 501(c)(3),section 501(c)(4),and section 501(x)(29)organizations only). Com ptete it the o &-i izat[on answered°Yes"an Form 590,mart IV,line 25a or 25b or Form 990-EZ;.Part V line 40b. - (b)Relationship between disqualified I'd Corrected?_ (a)Name of disqualified person person and organization (c)Description of transaction Yes No .............. k 2 Enter the amount of tax incurred by the organlzatlon managers or disqualified persons during the year under section 4958 ...................... $ 3 Enter the amount of tax,if any,online 2,above,reimbursed by the organization ............... .................. $ - � Loans to and/or From Interested Persons. Complete if the organization answered"Yes"on Form 990-E7,Part V,line 38a or Form 990,Part IV,line 26;or If the organization re rimed an amount on Form 990 Part X.line 5,6.or 22. (a)Name of (b)Relationship (c)Purpose (d)Loan to or (e)Original (f)Balance duemW f j pV vee, O I from the I91 In by board or interested i Written person with organization of loan ? principal amount default? committee? agreement? _ .: To From Yes No Yes No Yes No s ; _.._ _. E t" Total ..................... ---- ...... ............. I Grants or Assistance Benefiting Interested Persons. Complete 0 tate organization answered'Yes'on Form 990,Part IV,line 27. (a)Names of interested person (b)Relationship between (c)Amount of (d)Type of (e)Purpose of interested person and assistance assistance assistance the organization ua LHA For Paperwork Reduction Act Notice,see the Instructions for Form 980 or 990-E7. Schedule L(Fpm 990 or 990-EZ)2020 032151 12-On-20 37 17301208 139979 001039.00OT 2020 . 05000 ALZHEIMER'S COMMUNITY CARE,PageHA-4 1598 &hedule L'Form 990 or 9906EQ 2020 ALZHEIMER g S CONRTMITY CARE, INC. 31-1481653 Pao,2 rpikCITNAIness Transactionsi t Persons. Complete if the oro severed'Yes'on Form 990,Part IV,line 28a,2 ,or 20c. ( )Narne of interest p ( )RelaVonship between Interested ( )Arnount of ( )Description of 9on's 7o- yannlg person and the organization transaction transa revenues? des No PAULA ME14IGOZ DAUGHTERd . ® P i1f Supplemental Information. Provide additional information for t uses to questions on Schedule L(see instructions). SCH L, PART IV, BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS : (A) NAME OF PERSON: PAULA MENIGOZ (B) RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION: DAUGHTER OF MARY BARNES, PRESIDENT & CEO Schedule L(Form 990 or ego-EX)2= asx ti sx iz-oe-2u 38 17301208 139979 001039.00OT 2020. 05000 ALZHEIMER'S COMMUNITY CARE Q MM-41598 SCHEDULE M Noncash Contributions OMB Na.154,5-Da7 (Form GIN) Complete if the organizations answered Wes°on Form 990,Part IV,lines 29 or 30. Depart wAaftheTreasury P> Attach to�Form990. �Op�t.tvPubiis 1nWma1Revenue Treasury 1> Go to www.1r&gov/Form990 for instructions and the latest information. hIMPOUNCOL Name of the organization Employer identification number ALZHEIMER' S COMMUNITY CARE, INC. 31-1481653 upas ropery (a) (b) (c)� Check if Number of Noncash contribution Method of determining applicable contributions or amounts reported on noncash contribution amounts items contributed,Form 990,Part VIII,line 1 g l` 1 Art-Works of art ....................................... 2 Art•Historical treasures 3 Art-Fractional interests 4 Books and publications................... ...... .. 1 5 Clothing and household goods - ......,•„•„••, 6 Cars and other vehicles....-..,••...,. 7 Boats and planes--------------------- - - ----------- a -- ---a Intellectual property ...................... .......... 9 securities-Publicly trades % 51 5 8 7.NOCK QUOTE 10 Securities-Closely held stock..................... 11 Securities-Partnership,LLC,or — trust interests ................................----.--.. i 12 Securities•Miscellaneous ........................ 13 Qualified conservation contribution- Historic structures 14 Qualified conservation contribution-Other 15 Real estate.Residential 18 Real estate,Commercial ........................... ®NN P. 17 Real estate-Other .......................... 18 Collectibles....................................... .... � ..........-- 19 Food inventory ................... 20 Drugs and medical supplies...................... .. c 21 Taxidermy ................................................ 22 Historical artifacts .................................... ,. _. 23 Scientific specimens ............................. . 9 „ 24 Archeological artifacts 25 Other r” 20 Other 27 other 0- ( E 213 Other ® 29 Number of Forms 8283 received by the organ--dation during the tax year for contributions for which the organization completed Form 8283,Part V,Donee Acknowledgement --.......... 29 Yes No 30a During the year,dict the organization receive by contribution any property reported in Part 1,fines 1 through 28,that it must hold for at least three years from the date of the Initial contribution,and which isn't required to be used for exempt purposes for the entire holding period? ............. ------------ .... . 30a X b If"Yes,'describe the arrangement in Part II. 31 Does the organization have a gift acceptance policy that requires the review of any nonstandard contributions? 31 X 32a Does the organization hire or use third parties or related organizations to solicit,process,or sell noncash I contributions? ....... .................................................................... 32a,:...,g b If'Yes.”describe In Part 11. 33 If the organization didn't report an amount in coiurm(c)for a type of property for which column(a)is checked, describe in Part Il. LHA For Paperwork Reduction Act Notice,see the Instructions for Form 990. Schedule M(Farm 990}2020 032141 11-2s-20 39 17301208 139979 001039.00OT 2020 ..05000 ALZHEIMER'S COMM MITY CARE'Pa"-gJ1F--18A8-F 1598 Schedule M(Form 9901 2020 ALZHEIMER'S CON24LTNITY CARE, INC. 31-1481653 Page Supplemental Information.Provlde the Information required by Part 1,lines 30b,32b,and 33,and whether the organization is reporting in Part 1,column(b),the number of contributions,the number of items received,or a combination of both.Also complete this part far any additional information. SCHEDULE M, LINE 32B: ANY NON-CASH CONTRIBUTIONS OF MARKETABLE SECURITIES ARE REQUIRED TO BE DELIVERED TO THE ORGANIZATIONS INVESTMENT ADVISORS FOR LIQUIDATION TO CASH, PURSUANT TO COMPANY POLICY. 032142 11-M-20 _ Schedule M(Form 990)2020 40 17301208 139979 001039.00OT 2020 . 05000 ALZHEIMER' S COMMUNITY CARE Pa 041598 SCHEDULE O Supplemental Information to Form 990 or - � OMB No.1645-0047 (Fnrrn 990 or M-Ez) Complete to provide information for responses to specific questions on Form 990 or 990-EZ or to provide any additional information. Department of she Treasury Attach to Form 890 or 990-Q. InhN, i everuaserv+oe Go to www.lrs. ov/Form9W for the I st Off Name of the organization Employer Ida cation number ALZHEIMER'S COMMUNITY CARE, INC. 31-1481653 FORM 990, PART I , LINE 1, DESCRIPTION OF ORGANIZATION MISSION: TO PROVIDE ACTIVE LEADERSHIP IN THE COMMUNITY FOR PROMOTING AND/OR PROVIDING RESOURCES THAT ARE ADEQUATE, ACCESSIBLE, AFFORDABLE, AND APPROPRIATE TO PATIENTS WHO HAVE ALZHEIMER' S DISEASE. FORM 990, PART III, LINE 1, DESCRIPTION OF ORGANIZATION MISSION: ALZHEIMER'S COMMUNITY CARE, INC. 'S PRIMARY EXEMPT PURPOSE IS TO PROVIDE ACTIVE LEADERSHIP IN THE COMMUNITY FOR PROMOTING AND/OR PROVIDING RESOURCES THAT ARE ADEQUATE, ACCESSIBLE, AFFORDABLE, AND APPROPRIATE TO PATIENTS WHO HAVE ALZHEIMER'S DISEASE AND/OR RELATED DISORDERS AND WORK WITH THEIR CAREGIVERS . FORM 990, PART VI, SECTION B, LINE 11B: THE ORGANIZATION PROVIDES A DRAFT COPY OF FORM 990 TO ITS BOARD OF DIRECTORS FOR THEIR REVIEW PRIOR TO FILING THE ANNUAL TAX RETURN. FORM 990, PART VI, SECTION B, LINE 12C: ALZHEIMER'S COMMUNITY CARE, INC. REQUIRES ITS OFFICERS, DIRECTORS, TRUSTEES AND KEY EMPLOYEES TO ABIDE BY ITS CONFLICT OF INTEREST POLICY BY DISCLOSING CONFLICTING INTERESTS ON AN ANNUAL BASIS. FORM 990, PART VI, SECTION B, LINfE 15 : THE BOARD OF DIRECTORS ANNUALLY REVIEWS THE COMPENSATION OF ALL OFFICERS OF THE ORGANIZATION BY COMPARISON TO MARKET DATA. FORM 940, PART VI, SECTION C, LINE 19 : LHA For Paperwork Reduction Act Notice,see the Instructions for Form 990 or 990-EZ. Schedule O(Form 990 or 990-EZ)2020 032211 11-20.20 41 17301208 139979 001039. 00OT 2020. 05000 ALZHEIMER'S COMMUNITY CARE,Pa'gM-W-df1598 Schedule 0 Form 980 or Paae 2 Name of the organlzatlon Employer identification number ALZHEIMER'S COMMUNITY CARE, INC. 31-148 .653 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. 03n12 11-20-zo - Schedule 0(Form 990 or 990-EZ)2020 42 17301208 139979 001039.00OT 2020. 05000 ALZHEIMER'S COMMUNITY CARE page H3 1 1598 z° CIO — C14 IL V3 a z � a m ° CM ao �_ o � C m to a E O o L .F A�O H c t 41 fO H a w E sm c Cl L € d' IL pp L C • $ c is m x th C 3 c _ a , CCU m c ca ft d aLm o m « o U a `o Cj F4 (,3 Q m .Zi M [ 7 C) H CD to w a m aw m m ALJ m s m A w Z y aIm O Q c c ` a c 'Cogo m a j LM t Z ao v E 1 ® cc N o l.o rn o c� •J Qp� Q; i+ ° F 6 O � � N o Page 344 of 1598 m a m d) o 2 G y3 9 ,p, a� mrL ,� kc z ........ .... - ° L LL E x mo m r"� C •^• ' U rC m s U Eo— ea 4 a1NYCD t 43 � M � A z' .. mo _ t rn 00 �® ^m._.r......... ..._...�.�...M._.._._....�.�.....�.._. s O } N L- C 10CLO ° tm d1 4D A3 � } y ,Q ® G O .� 9 W v U t a H c.j RL C N mom _ ��m O a) as � � a �i ,c a � 0 CLV w o ` g a moi° am N LUo a�cmo l' om � m s 0) m° .m. S 2 47 az �m m� Page 345 of 1598 M g$ d' €._�I •''4° .�� '�i.' _,� �+ `moi.�i � 54 � 'JCi �i � '��I�� ''�„ m z O cn Ln co s m TA c W M ;2; C O sem-, w y' H H rn 9 Mco M O C O O j q U in � N d � c m , pOEO...... O v Ln m ; v ' m p C N c m 4 z Z �rn c ° O O Ho u 3 m i 4 "' c c E-1 H J m o f N c a Q w m 00 o om m o a m m `wm' � os 5 P O ' m IF � m a o 2; O O U g o m e `m a m rn a W G `t! ImN G{ O O O O �, m A +N+ N m o k LA e E' 6 m m mLm K 'o o E .. ro m A 4 ? 31 c m a o a oa E I=- `o `o a m a O 'O >, 32a m m m E L °' a 0 `� a o o `o U U N = a � � � Q O r � � and�p � 7 7 m A �j tll N M N f7J d1 r- w Q L a CC m m o e L a " a E ° a c S o ao a> > > W W o I- ai m w G�3 as m E c 5x y E E rto CA N U N U o0 4 0 m m a 0 -C E a o 11 c y _ _ G. Z r N r N N1 ji1 Page 346 of 1598 m m a �s Ln GO O O �r X�C co ®�m c"I BE U V 21 t em_ y atp- a e ®e s r � h m a � m LL w M p L � N 'tan �5 p tn a X fs7 � A2c e m ® E Z LV w p 7 U � v O m Z ca Q v Is �"2 45 w cq o c � m € , N C p Uj C3 44 CL O { ! i II € g Page 347 of 1598 Schedule R Form 990)2420 ALZHEIMER'S COMMUNITY CARE, INC. 31-1481553 Pars Supplemental Information Provide addRlonal infomiatlan far resnsesto fuestions on Schedule R See instructions. M2169 10-28-20 _ _ Schedule R(Form 890)2d20 47 17301208 139979 001039.00OT 2020. 05000 ALZHEIMER'S COMMUNITY CARE Page W of 1598 I r 4 i E� LICENSE#: 9322 i View current license information at;Flondahealthfinder_gov CERTIFICATE#; 3944 State of Florida 4 vl AGENCY FOR HEALTH CARE ADMINISTRATION DIVISION OF HEALTH QUALITY ASSURANCE Adult Day Care Center �� v Specialized Alzheimers Services LICENSED This is to confirm that ALZHEIMER'S COMMUNITY t,ARE-iEl e has complied with the rules and regulations adopted by the State of Florida, v ' Agency for Health Care Administration,as authorized by Chapter 429,Part III,Florida Statues,and 59A-16.Florida Administrative Code,and is authorized to operate the following: �r f ' ALZHEIMER'S COMMUNITY CARE INC 1925 Birkdale Dr Wellington,FL 33414 r rt Total Capacity;45 4 � I afr p 1 C EFFECTIVE DATE: 10/11/2021 `— b t i Simone Marstiller,Secretary } EXPIRATION DATE: 10/10/2023 Agency for Health Care Administration ' t j 1 of f 7 Page 349 of 1598 AF" l 1 RON DESANTIS GOVERNOR SIMONE MARSTILLER SECRETARY September 13, 2021 Mva1des4.w:!Alzcare.0rg Mary Barnes, Administrator File Number: 12962450 Alzheimer's Community Care Inc License Number: 9322 800 Northpoint Pkwy Ste 101 B Provider Type: Adult Day Care Center West Palm Beach,FL 33407 RE: Facility located at 1925 Birkdale Dr, Wellington Dear Administrator: The enclosed Adult Day Care Center license with license number 9322 and certificate number 3944 is issued for the above provider effective October 11, 2021,through October 10, 2023. The license is being issued for approval of the renewal application. Review your certificate thoroughly to ensure that all information is correct and consistent with your records. If errors are noted,please contact the Assisted Living Unit. Please take a short customer satisfaction survey on our website at ahca.myflorida.com/survey/to let us know how we can serve you better. Additional licensure information can be found at http://abca.myflorida.com/assistedliving. If we may be of further assistance,please contact me by phone at(850) 412 - 4450 or by email at CaseyE.Bogart@ahca.myflorida.com. Sincerely, el, .V f Health Services & Facilities Consultant Assisted Living Unit Division of Health Quality Assurance 2727 Mahan Drive • MS#30 ,. Facebook.com1AHCAFlorida Tallahassee, FL 32308 s Youtube.com1AHCAFlorlda AHCA.MyFlorida.com tu Twitter.comlAHCA_FL ' Page 350 of 1598 View curmt license information at:Flondahealthfinder.gov LICENSE N: 9256 �r fit, CERTIFICATE 4: 3968 X� s r � State of Florida AGENCY FOR HEALTH CARE ADMINISTRATION r, nus ` DIVISION OF HEALTH QUALITY ASSURANCE r , Adult Day Care Center " Specialized Alzheimers Services P LICENSED �} Iz .. t This is to confirm that ALZHEIMER'S COMMUNITY CARE INC, has complied with the rules and regulations adopted by the State of Florida, Agency for Health Care Administration,as authorized by Chapter 429,Fart 1II,Florida Statues,and 59A-16,Florida Administrative Code,and is t'I ' authorized to operate the following: �• ALZHEIMERS COMMUNITY CARE,INC ,>� 3680 Lake Worth Rd r s Lake Worth,FL 33461 ' f Total Capacity:30 �; II1PFX.i EFFECTIVE.DATE: 121T62021 Simone Marstiller,Secretary �. EXPIRATION DATE: 12/1512023 Agency for Health[are Administration J Page 351 of 1598 RON DESANTIS 5; GOVERNOR SIMONE MARSTILLER SECRETARY October 15, 2021 Mvaldes 4r'iAlzcare.Or Mary Barnes, Administrator File Number: 12962364 Alzheimers Community Care, Inc License Number: 9256 800 Northpoint Pwy, 101-B Provider Type: Adult Day Care Center West Palm Beach, FL 33407 RE: Facility located at 3680 Lake Worth Rd,Lake Worth Dear Administrator: The enclosed Adult Day Care Center license with license number 9256 and certificate number 3968 is issued for the above provider effective December 16, 2021, through December 15, 2023. The license is being issued for approval of the renewal application. Review your certificate thoroughly to ensure that all information is correct and consistent with your records. If errors are noted,please contact the Assisted Living Unit. Please take a short customer satisfaction survey on our website at ahca.myflorida.com/survey/to let us know how we can serve you better. Additional licensure information can be found at http://ahca.myflorida.com/assistedliving. If we may be of further assistance,please contact me by phone at(850)412 -4450 or by email at CaseyE.Bogart@ahca.myflorida.com. Sincerely, C..ad A&7 Health Services& Facilities Consultant Assisted Living Unit Division of Health Quality Assurance 2727 Mahan Drive • MS#30 '; Facebook.com/AHCAFlorida Tallahassee, FL 32308 r Youtube.cam/AH C A F I o r i d a AHCA.MyFlorida.com y Twitter.com/ARCA FL Page 352 of 1598 s ie,w V in''ayut��".a usv�wr:"rc 2mii'qm1e•r•E��i!4,I ""w� � �a �SI. a kr M CERTIFICATE#:4073 i State of Florida AGENCY FOR HEALTH CARE ADMINISTRATION ' ' DIVISION OF HEALTH QUALITY ASSURANCE . Adult Day Care Center Specialized Alzheimers Services LICENSED This is to confirm that ALZHEIMER'S COMMUNITY CARE,INC._has complied with the rules and regulations adopted by the State of Florida,Agency for Health Care Administration,as authorized by Chapter 429,Part III,Florida Statues,and 59A-16.Florida Administrative Code,and is authorized to operate the following. `.' " ALZHEIMER'S COMMUNITY CARE INC " 2703 North Seacrest Blvd Delray Beach,FL 33444 � Total Capacity:35 ` EFFECTIVE DATE: 04/25/2022 S ' Simone Marstiller,Secretary EXPIRATION DATE: 04124/2024 Division of Health Quality AssuranceU�" i Page 353 of 1598 RON DESANTIS GOVERNOR SIMONE MARSTILLER SECRETARY February 16,2022 Mvaldes(ii Alzcare.Or Mary Barnes,Administrator File Number: 12962197 Alzheimer's Community Care Inc License Number: 9128 800 Northpoint Pkwy#101-B Provider Type: Adult Day Care Center West Palm Beach, FL 33407 RE: Facility located at 2703 North Seacrest Blvd, Delray Beach Dear Administrator: The enclosed Adult Day Care Center license with license number 9128 and certificate number 4073 is issued for the above provider effective April 25, 2022 through April 24, 2024. The license is being issued for approval of the renewal application. Review your certificate thoroughly to ensure that all information is correct and consistent with your records. If errors are noted,please contact the Assisted Living Unit. Please take a short customer satisfaction survey on our website at ahca.myflorida.com/survey/to let us know how we can serve you better. Additional licensure information can be found at http://ahca.myflorida.com/assistedliving. If we may be of further assistance, please contact the unit at (850) 412-4304 or me directly at (850)412 - 4450 or by email at Casey.Bogart@ahca.myflorida.com. Sincerely, Health Services & Facilities Consultant Assisted Living Unit Division of Health Quality Assurance 2727 Mahan Drive • MS#30 Facebook.com/AHCAFIorida Tallahassee, FL 32308Youtube.com/AHCAFlorida AH CA.My Florida.corn -i Twitter.com/AHCA_FL Page 354 of 1598 #Cj �XEIMERj�y MUN 5 rein m,�nep 1996 Funding from other sources: Batchelor Foundation $30,000 Frenchman's Creek Charitable Fdn $15,000 Jim Moran Foundation $30,000 Mary Alice Fortin Foundation $30,000 Town of Palm Beach United Way $40,000 Department of Justice (3 yr) $50,000 Palm Beach County Sheriff's Office $10,000 Community Fdn—PB &Martin Cty $80,000 TOTAL Im 000 M:,Grants\Grants\City of Boynton Beach\2022-2023 CDBG\Additional Funding Sources.docx Page 355 of 1598 ME BATCHELOR FOUNDATim, December 1,2021 Ms,May M.Barnes,President and CEO Alzheimer's Community Care 800 Northpoint Pkwy. Suite 101 B West Palm Beach,FL 33407 Dear Ms.Barnes : The Batchelor Foundation("Foundation")has approved a grant of $30,000.00{"Grant") to Alzheimees Community Care("Grantee"}for the specific purpose(s)described in your proposal dated September 30,2021 ("Proposal") to the Foundation.A true and correct copy of the Proposal is incorporated here by reference. Payment of the Grant will only be made in full following receipt by the Foundation of a countersigned copy of this Grant award agreement("Agreement")returned by the Grantee through the F'oundation's online website portal within thirty(30)calendar days from the date of this Agreement or the Agreement thereafter shall be deemed gull and void. In consideration of the F'oundation's Grant,Grantee agrees to all of the following terms and conditions: 1, No goods or services have been,or will be,provided by the Grantee to the Foundation, its directors,officers,or employees in consideration for the Grant. 2. Grantee acknowledges that the Foundation is relying on the information Grantee provided in its Proposal and during the course of any due diligence conducted prior to,and during the term oC this Agreement. Grantee represents that the Foundation may continue to rely on this information and on any additional information Grantee provides regarding activities,progress,and outcomes in connection with the use of the Foundation's Grant. 3. The Grantee will notify the Foundation of any change to its IRC Section 501(c)(3)tax-exempt status and will comply with all applicable faders!and state laws and regulations that govern the use of funds donated from private foundations to non-profits,including,but not limited to,the prohibited use of the Grant in violation of the United States laws related to combating terrorism and the prohibited use of the Grant to influence any governmental legislation,voter registration drive,or specific public election within the meaning of IRC Section 4945 and the Treasury Regulations thereunder. 4. The Grant will be restricted to the charitable endeavor stated in the Proposal and for no other purpose without the express,written permission of the Foundation, Any Grant funds not expended or committed for the purposes described in the Proposal will be returned to,or re- allocated by,the Foundation at its sole and absolution discretion, M*Office:1680 Michigan Avenue•PH1•Miami Beach,FL 33139•Phone:305-534-5004•Fax:345-534-5026 Page 356 of 1598 Ms.Barnes December 1,2021 Page 2 5. Grantee will maintain sufficient insurance coverage including general liability insurance and other coverage as applicable(such as clinical trial insurance,product liability,medical malpractice,workers compensation,or otherwise)to address the risks,activities,and/or ornissions related to the endeavors contemplated in the Proposal, 6. In the case of any violation by the Grantee of the terms of the Agreement,in addition to all other rights and remedies available to it,the Foundation reserves the right in its absolute discretion to terminate the Agreement without further obligation to the Grantee,which determination will be final,binding,and conclusive on the Grantee. Any unspent Grant funds will be immediately rotumed to,or re-allocated by,the Foundation. 7. The Grantee acknowledges that the Foundation by malting this Grant has no obligation to provide other or additional support for the purpose(s)funded by the Grant or any other present or future purposes. 8. The Grantee will submit a final written report detailing a narrative account of the expenditure of the Grant via the Foundation's online website portal. 9. During the duration of the Grant period,the Foundation may request additional financial documentation or information. 10. No new grant proposal will be accepted from the Grantee until all conditions in this Agreement, and those set forth separately in the Foundation's online website guidelines,have been met. 11. Any form of public recognition requires the written approval of the Foundation. The Foundation is pleased to support the charitable work of the Grantee. Sincerely, Sandy Batchelor Chairman&CEO AGREED AND ACCE By. __. _ _ (Must be signature of Chair,President,CFO,or Ex.Director) (Print Name) Title; Date., Page 357 of 1598 14 CHARITIES FF , INC PR I b 2022 To Whom it May Concern, rV On behalf of the Board of Directors of the Frenchman's Creek Charities Foundation, we are pleased to enclose a grant check in the amount of 119,,000 for support of a Famik Nurse Consultant and ID Locator Brace i lets, as recommended by the Frenchman's Creek Charities Foundation Allocations Committee. In all public acknowledgements and publicity relating to this grant, we request that you indicate the gift was received from the Frenchman's Creek Charities Foundation, We ask that you acknowledge receipt of this grant and the payment,confirming that no gifts or services were received by the Foundation in exchange for this grant by signing a copy of this letter and retuming it to Jackie Acotanza in the enclosed envelope. We look forward to receiving a brief final report , including a financial report, on the use of these funds by December 31, 2022. Please send or email your report to Jackie Acotanza, 'acot nz Fr n hmansC eek.com, We are pleased to support Alzheimer's Community Care Please do not hesitate to contact us if you have any questions. Sincerely, Patti Raber Max and Marie Adler Kravecas Co-chairpersons Enclosure Accepted and ag;Lreed to this &day of , 2022, By urt Title D& fs 13495 Toumgment Drive•Palm Bead] Gardens,Florida 33410-1299• (561)622-9.M? Fax(561)624-2790 Page 358 of 1598 T .!E jv'' ra �' „�' — "ITOUNDATION "Till= FUTURE BELONGS TO THOSE WHO PREPARE FOR IT: August 23,2021 Board of Directors Ms. Mary Barnes PresidentlCE0 Jan Moran Alzheimer's Community Care, Inc. Chairman and ReWent 800 Northpoint Parkway,#101-13 Foundingfevla- West Palm Beach, FL 33407-1978 Tin Blanton dear Ms.Barnes: Assls,`3nt?tC wa, >`OWIngavecw On behalf of The Jim Moran Foundation,enclosed is a discretionary grant in the amount of $30,000.00 for the ID Locator Service Program according to your recent letter of Inquiry and attached budget.Our funding is based on Alzheimer's Community Care's current status as a Melanie Burgess public charity under sections 501(c)(3) and 509(a)(1)or 509(a)(2). Consequently, should Vkv President there be any change to your tax status,you are required to notify The Foundation Asstshant 5eaelary Immediately. rm'drrIgD,kctar amiatre awta We understand the importance of creating cause awareness, as well as acknowledging partnerships invested In serving our community. Should this grant generate an Swan Fxcher announcement or recognition(i.e., press release, print or e-newsletter, logo usage, social rraswar media, etc.),The f=oundation respectfully r uires prior review and written al2proval. In such Drrecior mentions, please refer to us as The Jim Moran f=oundation. For further assistance with your communications, or to begin the review and approval process, please contact frsr Kiffn Ilisa Finkeiman at 954-363-5550 or ifis nkelman@jim oran_foundation ora. DkWo1 Please sign and return this letter of commitment to me confirming that Alzheimer's Community Care will comply with The Jim Moran Foundation's funding allocation and communications requirements. Lucia�z AVOW The Foundation's mission is to Improve the quality of life for the youth and families of Florida through the support of innovative programs and opportunities that meet the ever-changing needs of the community.With this grant, we recognize the positive impact you are making by Michael G.Nmm.M.D. helping ensure the safety and security for some of our most vulnerable residents: Dkww Sincerely, saving a lar chment ----- - ------------------------- In accordance with The Jim Moran Foundation, Inc`s funding and communications 10*MW of requirements stated above,Alzheimer's Community Care, Inc., agrees to ufilize the Jun Maras $30,000.00 grant for the 1D Locator Service Program. In addition, periodic updates and Foundsr impact reporting will be provided as requested by The Jim Moran Foundation. 1918-2007 M am A me ommunity Care, Inc. MR r FOMDAMN 100 JIM HIORAH BDiFLfVAftO, DEERFIEL© BEACH, FLORIDA 33442 Phone: 954 42S 2122 Fax: 954 363 8841 wwwjimrrtaranfoundaan.orgtl xA"e on.rrr . E 1rR.A.py, Page 359 of 1598 i Ttw MARY Auu, Foltz l;w Fc>t!�3tr.�rl4�:r, 1�3c. 201 Chiican Avcnae taint Beach.F€,33480 I Novemhcr 15.2021 Ms. Mer}M.Sa mes lyresident and CE0 c At ficimcr's OwnrntinitV Cam 800 Northpoint.Park-wriv,Suite. 101-B Wresi Palin He auh,FL 33407 ( Dear Ms-Barnes, Ziaclosx:d plciwe dant) the year 2021 coatributim From the Mar; Alice Fortin Foundation, Inc. to AlAwimer s Community Care in the amount of S30.*. Thm Binds are to he allocated to the FtuttiLy Nurse Comultattt Progmm Please send your offlclal acknowledgme m of receipt of the funds,stating ..no goDds or serviecs NYLT:SUPPIia,for our tax flies to the above address. Sincerely, t Danielle Hickox Moore Pros ide>nt I Encl. Check# €241 1 I Lesiv Stockaed Smith-Danielle Hickox Moom,Susan Stackard Channing Larry f3. A'leminder,Nick Cladis,Carol McCracken,fVa cr L.Pass 111,Betsy Turner 9ns�feiitinf�urtdati�an�sf•t!rnael.con� Page 360 of 1598 f t T0"0rftfm eearh Uj11W by Y 2 4 2021 44 Coeaanut Row,M201 May 2021 Palm Beach,FL 33480 551-855.1915 Ms.Mary Barnes,President&CEO Alzheimer's Community Care MARY FREITAS 800 Northpoint Parkway,Suite 101-8 Chalrman West Palm Beach,F€.33407-1978 MARK COOK CHRISTINE CURTIS J.IRA HARRIS Dear Mary, OAKR9.LE MOORE TRIP MOORE Vice Chairmen The Allocation Committee has completed the process of reviewing agencies,their grant requests MISSY AGNELLO and submitting allocation recommendations to our Board of Trustees for approval, Treasurer JOROE CABRERA As Chairmen of the Allocation Committee,we would like to inform you that the Board has PepWqTreasrfrer approved our committee's recommendation to allocate$80,000 to Alzheimer's Community Care DEBRA YASILOPOULn5 for 12 months beginning on July 1,2021. Secretary JAY BOOOHESHWAR This allocation is restricted for use for the following program(s): GAtI.CONIGLIO Family Nurse Consultant $40,000 CHRISTINA DENNIS STEPHEMHALL,JR. Specialized Day Care $40,000 ANN HEATHWOOB CARA CONIGLIO MCCLURE JOYCE RENGOLD Attached you wail find the Funded Partner Agreement.Please read all the details of this LOUISE SMER agreement and affirm acceptance by signing and return[ the original to the Town of Palm Executive Committee BETH WALTOH Beach United Way in the enclosed envelope. Chief Executive Officer Since 2000,donors of the Town of Palm Beach United Way have supported Alzheimer's Community Care with grants totalling$1,1.05,290.We look forward to our continued partnership and extend our best wishes for the success of your programs and services,which are necessary to so many people in Palm Beach County. Sincerely, Christina Dennis Joy Relirgold Louise Snyder Education Chairman health Chairman Income Chairman ONE COMMUNITY. ONE GOAL. Page 361 of 1598 Department of Justice(IDpJ) Office of Justice Programs Office of the Assistant Attorney General Washington,D.C. 10331 September 19,2020 Ms.Mary Banes Alzheimees Community Cate Inc. 800 Northpoint Parkway,Ste.101-B West Palm Beach,FL 33407-1965 Dear Ms.Barnes; On behalf of Attorney General William P.Barr,it is my pleasure to inform you that the Office of Justice Programs(OR),U.S. Department of Justice(DOJ),has approved the application by Alzheimer's Community Care Inc.for an award under the OJP funding opportunity entitled"Reducing Injury and heath of llJissing Individuals with Dementia and Developmental Disabilities Program.Proactive Programs." The approved award amount is$150,000. These fends are for the project entitled The Wandering Prevention Program, The award document including award conditions,is enclosed. The entire document is to be reviewed carefully before any decision to accept the award. Also,the webpage entitled"Legal Notices,Special circumstances as to particular award conditions"(ojp.gov/funding!Explore/1,egalNotices-AwardRegts.h(m)is to be consulted prior to an acceptance. Through that "Legal Notices"webpage,OR sets out--by funding oppottumity—certain special circumstances that may or will affect the applicability of one or more award requirements_ Any such legal notice pertaining to award requirements that is posted through that webpage is incorporated by reference into the award. Please note that award requirements include not only award conditions,but also compliance with assurances and certifications that relate to conduct during the period of performance for the award. Because these requirements encompass financial, administrative,and programmatic matters,as well as other important matters(e.g.,specific restrictions on use of funds),it is vital that all key staff'know the award requirements,and receive the award conditions and the assurances and certifications,as well as the application as approved by OJP. (Information on all pertinent award requirements also must be prnvidcd to any subreeipient of the award.) Should Alzbeitmer's Community Care Inc.accept the award and thea fail to comply with an award requirement,DOJ will pursue appropriate remedies for non-compliance,which may include termination of the award and/or a requirement to repay award funds. Please direct qucafions regarding this award as follows. -For program questions,contact Blaine A.Smokes,Program Manager at(202)598-7139,and -For financial questions,contact the Customer Service Center of O]P's Office of the Chief Financial Officer at (800)458-0786,or at ask.ocfo@wdoj.gov. We look forward to working with you. Sincerely, r Katharine T.Sullivan Principal Deputy Assistant Attorney General Encl, Page 362 of 1598 . . PALM BEACH COUNTY SHERIFF'S OFFICE LAW ENFORCEMENT TRUST FUND r CERTIFICATE OF ACCEPTANCE By signing below, I hereby certify that I have received funding in the amount of 1 p o through the State Law Enforcement Trust Fund and the Palm Beach County Sheriffs office. I further understand that I am required to complete an Accounting of Funds Form, which I have received, and a Program Evaluation form,which I have also received. I understand that failure to complete these forms, as required, can adversely impact my ability to apply/receive future State Law Enforoement Trust Funds. Legal name of organization: Alzheimer's Community Care Federal Tax Identification Number: 31-1481553 Address: 800 Northpoint Way, Suite 101 B West Palm Beach, FL 33407 Executive Director: Mary Games r J�° ignatur pate Page 363 of 1598 DocuSWn Envelope ID:luB9r7sF-AG5G-4D29-M7rrDE54921904A7 September 15,2020 Ms.Mary M. Barnes President/CEO Alzheimer's Community Care, Inc. 800 Northpoint Pkwy Ste 1019 West Palm Beach,FL 33407 Re: Agreement for Grant Award #20210188 Dear Ms. Barnes: Congratulatlonsl I am pleased to inform you that the Community Foundation for Palm Beach and Martin Counties,hereinafter referred to as'CFPBMC"has approved a grant to Alzheimer's Community Care,Inc.,hereinafter referred to as"Grantee"in the amount of $160,000.00 for the expansion of the ID Locator Service. In order for CFPBMC to fully execute this agreement we must receive a signed copy of this agreement in its entirety confirming acceptance of the terms and conditions of the grant cis outlined below. This grant Is made possible through the generosity of the Lottie French Lewis Fund of the CFPBMC. The grant period for this project starts on 10/01 2020 and ends 09/30/2022.The Grant Reports will be due on the dates stated below under Conditions. The Report of Grantee Will be available by logging Into our new online platform Foundant. A link will be provided at a later date to access the report form. Please reference#20210188 in all communications with the CFPBMC about this grant and/or project. Please sign and submit this Grant Agreement through DocuSign at your earliest convenience. Please do not send the signed copy by regular mail. Use of Grant: This grant is for expansion of the iD Locator Service and is made solely on behalf of achieving the objectives and outcomes and/or deliverables described In your proposal submitted to CFPBMC on 08/04/2020. Outcomes or Deliverables: The grantee Is expected to achieve the following objectives and outcomes and/or deliverables described in your proposal: 1.The Organization will increase Its react to community partners including law enforcement,community members at large,health and allied professionals and health professions students, by at least 25% per year over fiscal Year 2019/2020 2.As a result of expanding the network of community partners,the ID Locator Service will Increase its delivery of services by 50%or more over the next 24 months, providing safety for 549 patients and peace of mind for an equal number of caregivers living In our community. Last year,366 famliies In Palm Beach County who participated In this service were able to safely continue caring for their loved one.Although there were 25 elopements, 100%of patients were recovered with no Injuries. Page 364 of 1598 Docu&gn Envelope II]:10B9F79F-ACBC-4D29-AB76-DE54921904A7 3. No less than 95%of Alzhelmer's patients equipped with ID Locator Bracelets who elope will be found in a timely manner and suffer no injuries. Last year,there were 25 reported elopements and 100% were successfully recovered without injury, Conditions: The following conditions must be met in order that timely payments are made to the Grantee; 1. Signed Grant Agreement due 09/21/2020 2. ACEI Payment Form due 09/21/2020 3. Interim Grant Report due 08/27/2021 4. Final Report due 10/31/2022 Payment Schedule: Payment will be disbursed upon receipt of signed award agreement and any required documents listed above in Conditions,as scheduled below: 1. $80,000.00 09/25/20 Lottie Frena Lewis Fund 2. $80,000.00 09/24/21 Lottie French Lewis Fund In order that CFPBMC may comply with all Internal Revenue Code Regulations and other requirements,we require that the Grantee abide by the following terms: I. Grantee agrees to expend the funds from this grant only for the purposes staffed above and in accordance with section 501(c)(3),section 49.45 and other applicable provisions of the Internal Revenue Code. 2. Grantee agrees to perform work described in the approved budget and workplan upon which the grant award Is based. 3. The CFPBMC may monitor and conduct an evaluation of operations under this grant,including full and complete access to the Grantee's files and financial records relating to the grant and/or tax status upon request. 4. The CFPBMC requires notification of any change in the Federal tax status of the Grantee and/or Its fiscal agent before or during the period the grant funds are being spent. 5. In compliance with Executive Order 13224 and the Patriot Act,you certify that your organization is not a terrorist or terrorist supporting organization and you agree not to promote or engage in violence,terrorism or bigotry. 6. it is understood that this grant and the payment of it may be discontinued,modified or withheld at the sole discretion of CFPBMC if such action is necessary, 7. At the mid-point and conclusion of the grant period,the Grantee agrees to furnish a written report to the CFPBMC describing the activities carried out and lessons learned,as well as a fiscal accounting of the grant funds. The report will contain the information requested In the Report of Grantee,which will be available by logging Into Foundant. 8, The Grantee organization is responsible for the expenditure of funds and for maintaining adequate supporting records consistent with generally accepted accounting practices. Expenses charged against this grant may not be incurred prior to the effective date of the grant or subsequent to the termination date and may be incurred only as necessary to carry out the purposes and activities of the approved program/project. Any portion of the grant funds not Page 365 of 1598 DocuSlgn Envelope ID:I?W-ACBG4D28 A876-DEb4921904A7 used In accordance with these terms roust be repaid to the CFPBMC Any change in purpose,grant period7 outcomes/deliverabies or reporting dates must be discussed with and approved in writing in advance by CFPBMC. 9. Grantee will provide a yearly audit or audited financials or 990 to CFPBMC for the duration of the grant period. 10. Equipment purchased with grant funds shall be the property of the grantee organlzation so long as It is not diverted from the purposes for which the grant was made during the grant period. If the purpose or use is changed or the grantee organization goes out of existence,the property reverts to CFPBMC. 1 1.. No funds from this grant will be used for any purpose other than stated In the proposal that is being awarded. No funds are to be used for purposes of lobbying an behalf of legislation unless specified in the grant agreement,to influence the outcome of a public election or to be used directly or indirectly In any voter registration drive. 12.The CFPBMC requires as a term and condition of the grant that the Grantee provides recognition and acknowledgement of CFPBMC's award and contribution in all activities, publications and materials associated with this funding. All media communications pertaining to the funded program or project should clearly Indicate the support of the Lottie French Lewis Fund held at the CFPBMC. All communications must be approved by the CFPBMC's Director of Marketing and Communications prior to publication. Please retain copies of all media communications to include in your final report. To publicize this grant award,the CFPBMC may use excerpts from the final report and any accompanying photos or materials on the CFPBMC's Web site as well as In print documents or publications. Please review our Grantee Press Kit at s• www u ' Our- a a Overview.(f ublidZina-YgL!r Grant.for more Information. 13.The CFPBMC does not dlscrlininote on the basis of race, religion,age,sexual preference,or national origin.Grantees of the CFPBMC must hold similar standards.CFPBMC requires that all Grantees have anti-discrimination and/or anti-harassment policies and reserves the right to revoke this agreement if the policies are not adhered to. The CFPBMC has no obligation to provide and/or to commit additional financial support to the Grantee for this program and/or project.We encourage the Grantee to seek alternative and/or additional sources of funding beyond the grant the CFPBMC currently provides in order to ensure the future sustainability of the program and/or project Congratulations for the fine work you and your organization are aoaomplishing in service to our community. Please continue to communicate with your grant officer,Daryl Houston,throughout the grant period.We are pleased to be your partner in philanthropy and look forward to working with you to address challenges and celebrate successes, Sincerely, Daoasranea ry; 'ww.«se� �e�wste l�siAam�` Viae President for Community Impact ORGANIZATION Page 366 of 1598 DocuSlgn Envelope 1D:1 ORPF79F.AC8C-4D29.A876-DES4921SNA7 Re:Approval of Grant Award #20210188 ACEPANb AGREED .. ...... .......... Grantee t-iscal 5pomor President/CEO or Board Director Signature Byr Ms.Mary M. Barnes Title: President and CEO 9/17/2020 Page 367 of 1598 Intermal Re4enue service -DePattM000 the Treasury P. 0'.'t3 2508 - CN.nclnn6tJ,-0H 45201 Date: June 6,2= Person to Contact: Ms. pajtQn 0)-07067. Customer Service.Rep. . I resentative AIZNaiMerg CC m M.uhjty Care:Inc Toll Free rblephone Numbeir 800 Nor1hpoin t PKWY`8TE 1A:1 B AAA 8A.to.M WPm.AST W Palm Beach, FIL 33407-19778 6717-62M!,iod. 'Fax Num.. .bor, Federal:Identification Number: Dear Madam! This is in response to your request of June 5, 2003 regarding your organization's tax.exernp!status. Our records indicate that a determinafion letter issued in-November t996-granted yourorganization.exemption frarn,fe,deral inco me:tax under section 601(p)(3)of"'the:'Intainal.Refveftue Code. 'TAat 16tt4§r isstill In effect. L Based:on fnformation SubsequenItlysubmitWd We tjaSSjfied.Y0or -one,that.Is.nota. privatefoundation within the meaning,of section 509(6)of theiGode'bec3t$e it is an organization described in section 509(a)(1.).and 170.(b)(f)(A)(vi).' This classification was bas.ed,on the.assuMpjion,thqt your organization's operations would-continue as ntip ,stated in the application. If yourorganization.'s sources of-support, or its.character,method:of;operations, or purposes have changed, please.let us know:so we..can-consider the effect;.Of thom change on the exempt status and foundation status of your organization. Your organization is,required to file.Form. 990, Return of Organizotion EXOMPI:from:lncom.e.Tax', only.if its! :gross receipts oach_year acre normally more than$25,000. If a return is reqviredJt must:bLLwfiled'byyihe 15th day of the fifth Wonth after the and of the,organization's annual arcQpnt'i g period. The law imposes a penalty. of$20.'.a day, up;to a maximum .O,GQO, Wil-ena"return is filed late,.vniess there i delay, :reasonable cause for'fhL Alf exempt organizations (Unless spedificall-y excluded,).are.liable for taxes under;the Federal Insurance Contributions Act(socialzecurity taxes)on remuneration of:$j 00 or rDqre paid to each employee,durin,9.& calendar year, Your organization is..not liable foT-Ithe tax imposed.under-the:Federal Unernplodym.ant.Tax Act ct Organizations that are not I private founda.0ons.are-not su bjeet.10 thebxci$6 taxes.under Chapter.4.2.of the. GPdQ, However,these or9pnizations are not automatically.:,exempt froM other.federal excise taxes Donors may deduct contriboWns to your orgaril'zation.as provIded in section 170 of the Codiw, Requests, legacies, devise%:transfers, or gifts-to your fOr.fts use are deductible for fddieral:estate"and gift I tax purposes if they meet the applicahleproV[sions of sections 2055,21,00, and 2522 of the Coda. Page 368 of 1598 Audited Consolidated Financial Statements And Supplementary Information Alzheimer's Community Care, Inc. and Subsidiary June 30, 2021 and 2020 1,111,,I' CALER, DONTEN, LEVINE, COHEN, PORTER & VEIL, P.A. CERTIFIED PUBLIC ACCOUNTANTS 1 598 ALZHEIMER'S COMMUNITY CARE,INC.AND SUBSIDIARY AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION JUNE 30,2021 AND 2020 INDEPENDENTAUDITOR'S REPORT..................................................................................................................1 AUDITED CONSOLIDATED FINANCIAL STATEMENTS Consolidated Statements of Financial Position......................................................................................................3 Consolidated Statements of Activities.............................................................................. 4 Consolidated Statements of Functional Expenses..................................................................................................5 Consolidated Statements of Cash Flows.................................................................................................................9 Notes to Consolidated Financial Statements........................................................................................................10 CONSOLIDATING INFORMATION Consolidating Statements of Financial Position...................................................................................................23 Consolidating Statements of Activities..................................................................................................................25 Consolidating Statements of Cash Flows..............................................................................................................27 Page 370 of 1598 i CALERD0NMWLEVINE, COHEN,PORTER&VIn,PA ,_...._._______... ........... ......._. -ems,,.._._....- , ,.<.w:..�, CERTIFIED PUBLIC ACCOUNTANTS MEMBER 505 SOUTH FLAGLER DRIVE,SUITE 900 MEMBER AMERICAN INSTITUTE OF WEST PALM BEACH,FL 33401-5948 FLORIDA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS TELEPHONE: (561)832-9292 CERTIFIED PUBLIC ACCOUNTANTS 759 SW FEDERAL HIGHWAY,SUITE 301 STUART,FL 34944-1019 TELEPHONE: (772)872-2123 independent Auditor's Reglort To the Board of Directors Alzheimer's Community Care,Inc.and Subsidiary West Palm Beach,Florida We have audited the accompanying consolidated financial statements of Alzheimer's Community Care, Inc. and Subsidiary (the "Organization", a not-for-profit organization), which comprise the consolidated statements of financial position as of June 30, 2021 and 2020, and the related consolidated statements of activities, functional expenses and cash flows for the years 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 U.S. generally accepted accounting principles; 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. Auditor's Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with U.S. generally accepted auditing standards. 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 auditor's 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. 1 Page 371 of 1598 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Alzheimer's Community Care, Inc. and Subsidiary as of June 30, 2021 and 2020, and the changes in their net assets and their cash flows for the years then ended in accordance with U.S.generally accepted accounting principles. Report on Supplementary Information Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidating information on pages 23 through 28 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 U.S. generally accepted auditing standards. In our opinion, the consolidating information is fairly stated,in all material respects, in relation to the consolidated financial statements as a whole. ® 1 West Pahn Beach,Florida November 15,2021 2 Page 372 of 1598 ALZHEIMER'S COMMUNITY CARE,INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL POSITION June 30,2021 and 2020 2021 2020 ASSETS CURRENT ASSETS Cash $ 1,187,319 $ 1,258,312 Investments 9,387,402 7,748,945 Accounts receivable,net of allowance for doubtful accounts of$753 for 2021 and$5,796 for 2020 843,944 823,627 Current portion of contributions receivable 130,000 Prepaid expenses 125,089 114,158 TOTAL CURRENT ASSETS 11,673,754 9,945,042 PROPERTY AND EQUIPMENT,net 2,593,199 2,242,720 OTHER ASSETS Contributions receivable,less current portion 42,810 - Deposits and other assets 8,087 8,837 Long-term investments 60,643 60,643 111,540 69,480 $ 14,378.493 $ 12,.257,242 LIABILITIES AND NET ASSETS CURRENT LIABILITIES Accounts payable $ 129,740 $ 55,711 Accrued expenses 221,122 220,832 Current portion of loan payable - 469,108 TOTAL CURRENT LIABILITIES 350,862 745,651 LOAN PAYABLE,net of current portion - 476,614 TOTAL LIABILITIES 350,$62 1,222,265 NET ASSETS Without donor restrictions 13,390,625 10,614,169 With donor restrictions 637,006 420,808 TOTAL NET ASSETS 14,027,631 —11,034,977 $__14,,378,.493 $ 12,257,242 See notes to consolidated financial statements. 3 Page 373 of 1598 ALZHEIMER'S COMMUNITY CARE,INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF ACTIVITIES Years Ended June 30,2021 and 2020 2021 2020 CHANGES IN NET ASSETS WITHOUT DONOR RESTRICTIONS Revenues and Other Support Program services $ 3,762,385 $ 4,715,740 Contributions 2,599,968 2,241,226 Government grants 719,595 629,339 United Way 252,957 245,558 Special events - 288,995 Net investment income 1,875,653 452,913 PPP loan forgiveness 945,722 Other revenue 31,287 14,990 Net assets released from restrictions 233,812 551,287 Total revenues and other support 10421,379 9,140,048 Expenses Program services Special program Daycare 4,834,509 5,180,338 Patient and family services Family consultants 1,133,342 1,111,060 Case management 310,992 289,964 Crisis line 39,046 36,915 Other services Education and training 429,233 470,760 Volunteer services 42,234 46,464 ID locator bracelets 342,815 302,516 Total program services 7,132,171 7,438,017 Supporting services Management and general 219,924 235,558 Fundraising 292,828 474,688 Total supporting services 512,752 710,246 Total expenses 7,644,923 8148,263 INCREASE IN NET ASSETS WITHOUT DONOR RESTRICTIONS 2,776,456 991,785 CHANGES IN NET ASSETS WITH DONOR RESTRICTIONS Contributions 450,010 502,510 Net assets released from restrictions (233,812) 551,28 INCREASE(DECREASE)IN NET ASSETS WITH DONOR RESTRICTIONS 216,198 (48,777 INCREASE IN NET ASSETS 2,992,654 943,008 Net assets at beginning of year 11,034,977 10,091,969 Net assets at end of year $ 14,027.631 $ It034,977 See notes to consolidated financial statements. 4 Page 374 of 1598 ALZHEIMER'S COMMUNITY CARE,INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF FUNCTIONAL EXPENSES Year Ended June 30,2021 Program Services Special Prof',jam Patient and Family Services ether Family Case Crisis Education Daycare Consultants Management Line and Training, Salaries $ 2,503,269 $ 649,996 $ 200,632 $ 20,613 $ 282,385 Contract Iabor 5,281 1,636 410 76 645 Employee benefits 286,478 90,496 24,313 2,514 27,938 Payroll taxes 175,519 „59,574 14,049 1,526 21,315 Total personnel and related expenses 2,970,547 801,702 239,404 24,729 332,283 Interest expense 6,165 1,960 491 91 T71 Professional fees 153,044 46,245 11,580 2,150 28,218 Office supplies and stationary 19,316 7,825 2,483 505 1,9b4 Telephone 90,279 25,288 6,235 4,829 5,801 Postage and shipping 3,547 1,793 645 48 449 Occupancy Rent 275,950 72,430 13,638 989 8,380 In-kind rent 285,577 33,507 5,441 906 7,676 Utilities and other 11,845 3,358 665 19 165 Equipment maintenance 272,374 54,863 13,204 1,432 10,976 Travel 9,323 9,739 205 37 3,565 Conferences and meetings 1,818 165 33 6 646 Publicity,advertising and educational outreach 98,709 31,366 7,854 1,457 12,356 Recruiting 2,724 763 127 5 51 Program food 230,676 40 - Program supplies 177,263 14,102 3,589 568 4,821 Insurance 86,661 18,635 4,666 866 7,343 Miscellaneous 31,823 6,922 - 297 2824 Hospitality services 97 19 4 1 7 Depreciation and amortization 106,771 2,620 728 111 937 Total expenses $ 4,834 509 $ 1,133 342 $ 310,992 $ 39,046 $ 429.233 5 Page 375 of 1598 Pro�yam Services Supuljortin�;Services Other Services Total Management Total Volunteer 1D Locator Program and Supporting Total Services Bracelets Services General Fundraising£ Services Ex senses $ 26,909 $ 153,655 $ 3,837,459 $ 121,973 $ 138,009 $ 259,982 $ 4,097,441 71 296 8,415 19 1,030 1,049 9,464 2,757 22,287 456,783 9,721 12,280 22,001 478,784 2,040 11,320 285,343 9,149 10,449 19,598 304,941 31,777 187,558 4,588,000 140,862 161,768 302,630 4,890,630 85 355 9,918 319 397 716 10,634 2,020 8,376 251,633 12,658 22,375 35,033 286,666 3 1,960 34,056 2,245 39,048 41,293 75,349 22 4,782 137,236 4,247 4,171 8,418 145,654 45 456 6,983 425 6,718 7,143 14,126 929 12,916 385,232 12,304 12,568 24,872 410,104 851 3,869 337,827 10,581 4,289 14,870 352,697 18 491 16,561 100 645 745 17,306 1,373 8,658 362,880 12,169 17,501 29,670 392,550 313 4,804 27,986 502 2,924 3,426 31,412 6 25 2,699 28 381 409 3,108 1,370 5,684 158,796 5,108 6,774 11,882 170,678 7 424 4,101 119 25 144 4,245 13 230,729 480 - 480 231,209 612 97,325 298,280 8,869 2,829 11,698 309,978 815 3,377 122,363 3,901 3,777 7,678 130,041 1,882 1,240 44,988 1,480 4,526 6,006 50,994 1 4 133 32 894 926 1,059 105 498 111,770 3,495 1,218 4,713 116,483 m $ 7,644 923 42,234 $ 342,815 $ 7,132,171 $ 219 924 $ 292,828 $ 512.752 See notes to consolidated financial statements. 6 Page 376 of 1598 ALZHEIMER'S COMMUNITY CARE,INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF FUNCTIONAL EXPENSES Year Ended June 30,2020 Proarram Services � OtherSpecial Program Patient andFamil; v�ces ` Family Case Crisis Education Dai;care Consultants Management Line and Trainin%,; Salaries $ 2,706,608 $ 635,191 $ 185,008 $ 18,333 $ 311,183 Contract labor 104,634 6,167 1,544 287 2,429 Employee benefits 323,900 87,719 18,023 2,580 27,805 Payroll taxes 191,080 56,437 13,422 1,346 23,586 Total personnel and related expenses 3,326,222 785,514 217,997 22,546 365,003 Interest expense 22 7 2 _ 3 Professional fees 131,859 42,298 10,625 1,946 26,485 Office supplies and stationary 28,270 11,955 3,469 761 4,384 Telephone 94,541 27,642 7,156 5,147 6,482 Postage and shipping 6,043 1,828 621 77 693 Occupancy Rent 258,987 68,652 12,529 854 7,233 In-kind rent 305,909 45,077 7,879 1,463 12,397 Utilities and other 9,331 2,786 380 1 10 Equipment maintenance 233,587 56,210 13,619 1,513 13,147 Travel 16,416 14,942 3,753 163 6,602 Conferences and meetings 3,768 1,212 292 54 997 Publicity,advertising and educational outreach 77,308 24,023 6,015 1,117 9,464 Recruiting 1,608 988 228 8 200 Program food 316,988 82 -. _ Program supplies 157,091 1,165 284 37 2,378 Insurance 79,127 17,011 4,235 784 6,671 Miscellaneous 32,665 7,381 307 338 4,881 Hospitality services 6,770 2,151 539 100 3,676 Depreciation and amortization 93,826 136 34 6 54 Total expenses $ 5,180,338 $ 1;111060 $ 289.-964 $ 36,915 $ 470,760 7 Page 377 of 1598 Pros,,ram Services Supi.aorting Services Other Services Total Management Total Volunteer ID Locator Program and Supporting 'total Services Bracelets Services General Fundraising Services Exr,enses $ 28,762 $ 161,178 $ 4,046,263 $ 130,745 $ 197,771 $ 328,516 $ 4,374,779 269 1,117 116,447 384 6,850 7,234 123,681 2,907 23,538 486,472 17,223 16,721 33,944 520,416 2,187 11,656 299,714 9,641 15,204 24,845 324,559 34,125 197,489 4,948,896 157,993 236,546 394,539 5,343,435 1 35 1 1 2 37 1,828 7,634 222,675 11,819 20,207 32,026 254,701 494 14,370 63,703 2,849 39,570 42,419 106,122 166 5,406 146,540 4,577 5,462 10,039 156,579 168 568 9,998 1,428 4,424 5,852 15,850 802 12,343 361,400 11,537 11,654 23,191 384,591 1,375 5,701 379,801 5,125 6,380 11,505 391,306 1 496 13,005 35 360 395 13,400 1,432 9,598 329,106 10,859 10,890 21,749 350,855 508 3,483 45,867 1,536 3,806 5,342 51,209 51 211 6,585 275 2,325 2,600 9,185 1,050 4,352 123,329 4,097 10,188 14,285 137,614 94 106 3,232 84 654 738 3,970 - 27 317,097 458 - 458 317,555 1,177 35,959 198,091 39 3,539 3,578 201,669 739 3,069 111,636 11,951 3,431 15,382 127,018 2,354 1,288 49,214 1,951 9,810 11,761 60,975 94 390 13,720 3,685 105,413 109,098 122,818 6 25 94,087 5,259 28 5,287 99,374 $ 46,464 $ 302,516 $ 7,438 017 $ 235;558 $ 474,688 $ 710,246 $ 8,148,263 See notes to consolidated financial statements. 8 Page 378 of 1598 ALZHEIMER'S COMMUNITY CARE,INC.AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended June 30,2021 and 2020 2021 2020 OPERATING ACTIVITIES " Increase in net assets $ 2,992,654 $ 943,008 Adjustments to reconcile increase in net assets to net cash provided by operating activities Depreciation and amortization 116,483 99,374 Provision for doubtful accounts (5,043) (7,391) Realized and unrealized gains (1,749,960) (306,365) PPP loan forgiveness (945,722) _ Changes in operating assets and Iiabilities Accounts receivable (15,274) 535,724 Contributions receivable (172,810) _ Prepaid expenses (10,931) (11,538) Deposits and other assets 750 (750) Accounts payable 74,029 (94,852) Accrued expenses 290 18,578 Deferred revenue - {5,000) NET CASH PROVIDED BY OPERATING ACTIVITIES 284,466 1,170,788 INVESTING ACTIVITIES Sales and maturities of investments 746,688 507,279 Purchases of investments (635,1.85) (1,432,663) Purchases of property and equipment (466,962) (439,871) NET CASH USED IN INVESTING ACTIVITIES (355,459) (1,365,255) FINANCING ACTIVITY Borrowing on Ioan payable 945,722 NET CASH PROVIDED BY FINANCING ACTIVITY - 945,722 INCREASE(DECREASE)IN CASH (70,993) 751,255 Cash at beginning of year 1,258,312 507,057 Cash at end of year $ 1187319 $ 1,258.312 See notes to consolidated financial statements. 9 Page 379 of 1598 ALZHEIMER'S COMMUNITY CARE,INC.AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30,2021 and 2020 NOTE A-SIGNIFICANT ACCOUNTING POLICIES ft!aation: Alzheimer's Community Care,Inc. ("ACC") is a community-based,501(c)(3), not-for-profit organization serving Palm each, Martin and St, Lucie Counties and is registered with the Florida Secretary of State in Tallahassee, Florida. ACC was incorporated in October 1996 by a group of local residents who were concerned about the growing number of people affected by Alzheimer's disease. The strategic principle established by ACC is that"We place a safety net around patients and caregivers every day," ACC is free of religious, political, national or cultural affiliations. The mission ofthe Organization is "to promote and provide specialized, quality, and compassionate care within a communihj-based environment for patients and caregivers living with Alzheimer's disease and related neurocognitive disorders." As of December 31, 2013, ACC received accreditation by the joint Commission, the largest international accrediting organization for healthcare providers (hospitals, nursing homes, day care, hospice, etc,), a not-for-profit organization that is highly respected for setting certain performance standards that reflect evidence based outcomes. The evidence based outcomes that have been tested as being successful have been incorporated within ACC's "Model of Care" and are effective for preserving families' quality of life, providing safety and security, and ensuring their well-being throughout the duration of the disease process, The disease can last for 2 to 20 years with an average of 10 years. During the years ended June 30, 2021 and 2020, ACC provided various services to patients and families affected by Alzheimer's disease and related disorders. The following are the major services provided: Core Services 0 Family Nurse Consultant Services 0 11 Specialized Adult Day Care Centers 0 Professional and Community Education 0 24/7 Alzheimer's Crisis Line a Case Management ® ID Locator Bracelet Program 0 Caregiver Support Groups Wrap Around Services • Information and Referral • Volunteer Services • Quarterly Alzheimer's Magazine • Website,SociAlz,AI—Zcare 2r, • Specialized Disaster Preparedness/Special Needs Shelter ® Advocacy The Alzheimer's Community Care Foundation, Inc, (the "Foundation") was incorporated in the State of Florida as a not-for-profit corporation in July 2008, The Foundation was organized exclusively for the benefit of ACC, to be the custodian of financial gifts and to promote and advise philanthropic actions for the common good of ACC. ACC appoints the Board of the Foundation and accordingly,the Foundation is required by U.S. generally accepted accounting principles (GAAP) to be consolidated with ACC, 10 Page 380 of 1598 ALZHEIMER'S COMMUNITY CARE,INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30,2021 and 2020 NOTE A-SIGNIFICANT ACCOUNTING POLICIES(Continued) Pnncii les of Consolidation: The accompanying financial statements are consolidated to include the accounts of ACC and the Foundation (collectively, the "Organization"). All intercompany transactions and balances have been eliminated in consolidation. Basis of Presentation: The accompanying consolidated financial statements have been prepared on the accrual basis of accounting. Net assets and revenues, gains and losses of the Organization are classified and reported based on the existence or absence of donor-imposed restrictions as follows: Net Assets Without Donor Restrictions are resources generated from operations, unrestricted donations and lapse of temporary restrictions and are not subject to donor-imposed stipulations. Net Assets With Donor Restrictions are those whose use by the Organization has been limited by donors to a specific time period,purpose or in perpetuity. Net assets with donor restrictions are created only by donor-imposed restrictions on their use. All other net assets, including Board designated or appropriated amounts, are legally unrestricted, and are reported as part of net assets without donor restrictions. Cash: Cash includes amounts on deposit with financial institutions in checking accounts and money market accounts. For purposes of the consolidated statements of cash flows, the Organization considers all highly liquid investments available for current use with an initial maturity of three months or less to be cash equivalents. The Organization maintains its cash in high quality financial institutions which at times, may exceed federally insured limits. The Organization has not experienced any Iosses in such accounts and does not believe its cash accounts are exposed to any significant credit risk. At June 30,2021 and 2020, deposits with all financial institutions exceeded federal deposit insurance by approximately $620,000 and$738,000,respectively. Investments: Investments are presented in the consolidated financial statements at fair value, using quoted market prices for publicly traded securities and other relevant information generated by market transactions. The Organization invests in equity and fixed income mutual funds and exchange traded funds (ETPs). The Organization contracts with an investment manager to perform ongoing investment functions. All investments are held by a trust company for the benefit of the Organization, but are not insured or collateralized. Investment transactions are recorded on a trade date basis. Interest income is recorded on the accrual basis and dividend income is recorded on the ex-dividend date. Accounts Receivable: Accounts receivable consist primarily of monthly billings for the Organization's daycare clients residing in Palm Beach, Martin and St. Lucie Counties. Accounts receivable for daycare operations are uncollateralized. An allowance for doubtful accounts is provided for receivables when there is a question as to ultimate coIIectability. Receivables are written off when management has determined that the amount will not be collected. Collections on accounts previously written off are included in other support when received. Contributions Receivable,: Unconditional promises to give (pledges and contributions receivable) that are expected to be collected within one year are recorded at net realizable value. Unconditional promises to give that are due in more than one year are discounted to their estimated net present value using a risk free interest rate at the date of contribution. The discount is amortized to contribution income over the 11 Page 381 of 1598 ALZHEIMER'S COMMUNITY CARE,INC.AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30,2021 and 2020 NOTE A-SIGNIFICANT ACCOUNTING POLICIES(Continued) term of the receivable, if material. Conditional promises to give are not included as support until the conditions are met. All donor-restricted contributions are 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 statements of activities as net assets released from restriction. Property and Equipment: Property and equipment over $2,500 is capitalized and stated at cost, if purchased by the Organization, or at the fair value of the asset on the date of the gift, if received as a donation. Donated assets are reported as changes in net assets without donor restrictions. Depreciation is determined on a straight-line basis over the estimated useful life of the asset, generally 40 years for buildings and five to seven years for all other property and equipment. Amortization of leasehold improvements is included with depreciation expense. Revenue Recognition: In 2020, the Organization adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), as amended. The revenue recognition principles of the ASU apply only to exchange transactions and not to contributions and other nonreciprocal transfers to the Organization. The Organization has three main sources of revenue,excluding contributions: program services revenue,special events,and governmental grants. Program service revenues, including fees for patient services, are generated from patients who attend or receive daycare/respite care services. Revenues for performance obligations are satisfied at a point in time when the single performance obligation is satisfied and recognized when the services are provided, which is when the patient attends the daycare program or other services are provided. The Organization is paid based on the number of units of service or hours provided at established rates per unit of service or per hour. The Organization biIIs service fees monthly based on the specific services provided, resulting in contract receivables (accounts receivable) and payment is generally due within 30 days. Accounts receivable net of the allowance for doubtful accounts at June 30,2021,2020 and 2019 amounted to$843,944,$823,627 and$1,351,960,respectively. The Organization also records special events revenue equal to the fair value of direct benefits to donors, and contribution income for the excess received at the point in time when the event takes place. Payment for special events is due on or before the event takes place. Ticket sales and sponsorship revenue received in advance of an event are recorded as deferred revenue until such time as the event takes place. Deferred revenue related to special events at June 30th is generally recognized in the subsequent fiscal year. Revenues from program services and special events are presented separately in the consolidated statements of activities. Grant revenue is derived from federal and state contracts and grants,which are conditioned upon certain performance requirements and/or the incurrence of allowable qualifying expenses. Amounts received are recognized as revenue when the Organization has incurred expenditures in compliance with specific contract or grant provisions. Government grants are subject to annual renewal and periodic amendment and require the fulfillment of certain conditions as set forth in each grant agreement. 12 Page 382 of 1598 ALZHEIMER'S COMMUNITY CARE,INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL s:rATEMENfS June 30,2021 and 2020 NOTE A-SIGNIFICANT ACCOUNTING POLICIES(Continued) The Organization recognizes contributions, including unconditional pledges as revenue in the period received and earned. Contributions are reported as without donor restrictions or with donor restrictions depending on the absence or existence of donor stipulations that limit the use of the support. The Organization reports gifts of cash and other assets as support with donor restrictions if received with donor stipulations that limit the use of the donated assets.When a donor 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 statements of activities as net assets released from restrictions. Contributions with donor restrictions that are recognized and that expire within the same year are reported as support without donor restrictions, Contributions and program service revenues are primarily from donors and patients in Palm Beach, Martin and St. Lucie Counties. Government Grants: Amounts received or receivable from grantor agencies may be subject to audit by those agencies and any disallowed expenses, including amounts already received, might constitute a liability of the Organization for return of those funds. Management believes that the Organization has met A requirements and objectives of the grantor agencies and considers it unlikely that any material amount of funds would be returned. In addition to revenue recorded as government grants, the Organization also received State financial assistance for the Alzheimer's Disease Initiative (ADI)Grant on a fee for service basis totaling $2,233,232 and $2,673,126 for the years ended June 30, 2021 and 2020, respectively, that was recorded as program services revenues. Total government grant revenue represented approximately 28% and 36% of total revenue and other support for the years ended June 30, 2021 and 2020, respectively, The Alzheimer's Disease Initiative (ADI) grant represented 60% of total receivables at June 30,2021 and 2020,respectively. In-Kind Contributions: The Organization records various types of in-kind support including contributed goods, services and facility rent. Contributed professional services are recognized if the services received (a) create or enhance long-lived assets or (b) require specialized skills, are provided by individuals possessing those skills, and would typically need to be purchased if not provided by donation. In-kind contributions are recognized at fair value when received by the Organization. Contributed goods and services for the daycare program recorded for the years ended June 30, 2021 and 2020, totaled $120,000 and$120,992,respectively, Contributed facility rent recorded for the years ended June 30,2021 and 2020, totaled$352,697 and$391,306,respectively. The Organization also receives skilled, contributed time, which does not meet the recognition criteria described above. The contributed time not reflected in the accompanying consolidated financial statements was valued at approximately$11,000 and$76,000 for the years ended June 30,2021 and 2020, respectively. Concerned members of the community who occasionally sponsor fundraising events on behalf of the Organization underwrite the costs of those events. Accordingly, since no objective basis is available to measure the value of such contributions, they are not reflected in the accompanying consolidated financial statements. 13 Page 383 of 1598 ALZHEIMER'S COMMUNITY CARE,INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30,2021 and 2020 NOTE A-SIGNIFICANT ACCOUNTING POLICIES(Continued) Advertism, _Costs: Advertising costs are charged to expense as incurred. Total expense for the years ended June 30,2021 and 2020,was approximately$50,000 in each year. Compensated Absences: The Organization combines all compensated absence categories into one program called Paid Time Off(PTO).The Organization accrues unused PTO when earned by employees. Employees of the Organization may accumulate unused PTO leave after one year of service depending on their job classification and length of service. Accumulated PTO is payable to employees with five or more years of service, upon either termination or retirement with proper notice, at the pay rate on that date. If an employee separates during the first five years of employment, the employee will not be paid any accumulated PTO. Functional Allocation of Ex°�enses The costs of providing the various services the Organization offers have been summarized on a functional basis in the consolidated statements of activities.The consolidated statements of functional expenses present the natural classification detail of expenses by function. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Expenses which can be specifically identified with a functional category are charged accordingly. Expenses which are not directly identifiable with a specific functional category require allocation on a reasonable basis that is consistently applied. Salaries are allocated on the basis of estimates of time and effort; occupancy costs are allocated on the basis of square footage; and other natural costs are allocated on the basis of management's identification, based on observation and professional evaluation, of the direct benefit of the cost to a particular program function or supporting function. Income Taxes: ACC and the Foundation are exempt from income taxes as public charities under the provisions of Internal Revenue Code Section 501(c)(3). The Organization evaluates its uncertain tax positions in accordance with FASB ASC 740, Income Taxes, which states that management's determination of the taxable status of an entity, including its status as a tax-exempt entity, is a tax position subject to the standards required for accounting for uncertainty in income taxes. Management does not believe that the Organization has any significant uncertain tax positions that would be material to the consolidated financial statements. The Organizations tax returns for tax years prior to 2018 are no longer subject to examination by taxing authorities. Recent Accounting Pronouncements: The following accounting standards updates have been issued by the FASB and may affect the Organization in future years. Management has not completed its analysis of the effects,if any,of the following accounting standards: ASU 2016-02, Leases, requires lessees to record right-of-use assets and lease liabilities arising from most operating leases on the balance sheet.The standard will be effective for the Organization for the year ending June 30,2022 and must be adopted using a modified retrospective method. ASU 2020-07,Presentation and Disclosures by Not-for-Profit Entities for Contributed Nonfinancial Assets, requires contributions of nonfinancial assets to be shown as a separate line item in the statement of activities, as well as certain required disclosures. The standard will be effective for the Organization for the year ending June 30,2022. 14 Page 384 of 1598 ALZHEIMER'S COMMUNITY CARE,INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30,2021 and 2020 NOTE A-SIGNIFICANT ACCOUNTING POLICIES(Continued) Reclassifications: Certain amounts in the 2020 consolidated financial statements have been reclassified to conform to the 2021 consolidated financial statement presentation. Use of Estimates and Assume=tions: Management uses estimates and assumptions in preparing a s�,w,. ..,.. consolidated financial statements in accordance with U.S.generally accepted accounting principles.Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used. Subse�,uent Events: The Organization has evaluated subsequent events through November 29, 2021, which is the date the consolidated financial statements were available to be issued. NOTE B-LIQUIDITY AND AVAILABILITY The Organization manages its liquidity to operate within a prudent range of financial soundness and stability, and maintain adequate liquid assets to fund operating needs. The Organization aims to keep approximately 60 days of anticipated operating expenditures in its checking account. Cash and cash equivalents above this threshold are deposited in interest bearing money market funds or other accounts. The following table reflects the Organization's available assets as of June 30, 2021 and 2020, reduced by amounts that are not available to meet general operating expenditures within one year of the consolidated statement of financial position date. For purposes of analyzing resources available to meet general operating expenditures over a 12-month period, the Organization considers all expenditures related to its ongoing program related activities as well as the conduct of services undertaken to support those activities to be general operating expenditures.In addition,the Foundation's long-term investments may be sold if the need arises. Financial assets available to meet cash needs for general operating expenditures for the subsequent fiscal year are as follows: 2021 2020 Financial assets at June 30: Cash $ 1,187,319 $ 1,258,312 Investments,excluding long-term investments 9,387,402 7,748,945 Accounts receivable 843,944 823,627 Contributions receivable,current portion 130,00_0 11,548,665 9,830,884 Less assets with donor restricted purposes (576,361 4360,165) Total financial assets available at June 30 $ 10,972,302 9,4_7o719 15 Page 385 of 1598 ALZHEIMER'S COMMUNITY CARE,INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30,2021 and 2020 NOTE C-CONTRIBUTIONS RECEIVABLE Contribution receivable as of June 30,2021 and 2020,total$172,810 and$0,respectively,and are expected to be collected as follows: - 2021 -- _ _2020 Receivable in less than one year $ 130,000 Receivable in one to two years 50,000 180,000 Present value discounts i7,190 Contributions receivable,net $ 1728-10 "'!b The present value discount was calculated using a discount rate of 3.25%. The discount will be recognized as contribution income over future years. NOTE D-INVESTMENTS Investments at June 30,2021 and 2020,are summarized as follows: 2020 Mutual funds — 2021 Equity $ 4,257 $ 2,945 Fixed income 1,377,908 1,129,412 Exchange traded funds Domestic equity 4,025,894 3,369,643 International equity 1,713,883 1,410,912 Fixed income 2326,1103 1.846,676 Total investments $ 9,448-045 $ 7,909,588 Investments $ 9,387,402 $ 7,748,945 Long-term investments 60643 60643 Total investments $ 9,4480-45 $ 7,809 588 The Organization's investments are exposed to various risks, such as market risk, interest rate risk, custodial credit risk, and concentration of credit risk. Due to the various risks associated with the Organization's investments, it is at least reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect the amounts reported in the accompanying consolidated financial statements. 16 Page 386 of 1598 ALZHEIMER'S COMMUNITY CARE,INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30,2021 and 2020 NOTE D-INVESTMENTS(Continued) Investment income for 2021 and 2020,consists of the following: 2021 - 2020 Dividend and interest income $ 154,392 $ 172,308 Realized and unrealized gains 1749,960 306,365 1,904,352 478,673 Investment fees (28,699E 25 760) Net investment income $ 1,875.653 $ 452,913 NOTE E-PROPERTY AND EQUIPMENT Property and equipment at June 30,2021 and 2020,are summarized as follows: 2021" Land $ 28,426 $ 28,426 Buildings 866,337 866,337 Leasehold improvements 2,715,194 1,824,336 Furniture and equipment 463,055 459,156 Vehicle 75,121 75,121 Construction in progress - 42T,795 4,148,133 3,681,171 Less accumulated depreciation and amortization 11554934) IA3&451'j Total $ 2,593,199 2,242,720 Depreciation and amortization expense for 2021 and 2020 totaled$116,483 and$99,374,respectively. NOTE F-LINE OF CREDIT At June 30, 2021, the Organization had a$500,000 line of credit with a variable interest rate equal to the Wall Street Journal Prime Rate(3.25% at June 30,2021). The line of credit had no outstanding balance as of June 30, 2021 and 2020. The Organization has pledged its personal property, receivables, inventory, investments, equipment, deposits, and other assets as defined in the collateral agreement. The line of credit matures on February 28, 2022. Total interest incurred and paid on all debt for 2021 and 2020 was $10,634 and$37,respectively. NOTE G-LOAN PAYABLE In April 2020, the Organization received loan proceeds in the amount of $945,722 under the Paycheck Protection Program ("PPP") administered by the Small Business Administration ("SBA") which was 17 Page 387 of 1598 ALZHEIMER'S COMMUNITY CARE,INC.AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30,2021 and 2020 NOTE G-LOAN PAYABLE (Continued) established as part of the Coronavirus Aid, Relief and Economic Security Act ('CARES Act"). The PPP loan was fully forgiven on May 27, 2021 under the terms of the program. The PPP loan forgiveness of $945,722 is included in revenues in the consolidated statement of activities for the year ended June 30, 2021. NOTE H-NET ASSETS WITH DONOR RESTRICTIONS Net assets with donor restrictions consist of the following at June 30,2021 and 2020: _ 2021 2020 Purpose Restrictions Restricted for patient scholarships $ 500,002 $ 272,056 Restricted for daycare and music therapy 64,838 73,711 Restricted for locator services/bracelets 11,523 14;398 Total purpose restrictions 576,363 360,165 Perpetual Restrictions Endowment in perpetuity 60,643 60,643 Total Net Assets with Donor Restrictions $ 637,006 420,808 Purpose restrictions on assets are imposed by the donor and specify a particular program or purpose for which the donated assets must be used.Once the assets are used for the specific program or purpose,the amounts are released from restriction and reclassified to net assets without restrictions. Endowment assets are restricted in perpetuity and only the corresponding income on those assets may be used for unrestricted purposes. For the years ended June 30, 2021 and 2020, amounts released from restrictions totaled $204,827 and $551,287,respectively,and were the result of the accomplishment of purpose restrictions during the year. NOTE I-ENDOWMENT The Organization's endowment consists of contributions that must be maintained in perpetuity. The earnings on endowment assets are used to support the Organization's activities. Net assets with donor restrictions related to the endowment fund totaled$60,643 at June 30,2021 and 2020. FASB ASC 958,Not-for-Profit Entities,provides guidance on the net asset classification of donor-restricted endowment funds for a not-for-profit organization that is subject to an enacted version of the Uniform Prudent Management of Institutional Funds Act of 2006 (UPMIFA) and disclosures about an organization's endowment funds (both donor-restricted endowment funds and board-designated endowment funds),whether or not the organization is subject to UPMIFA.The State of Florida enacted a version of UPMIFA effective July 1, 2012, known as the Florida Uniform Prudent Management of Institutional Funds Act (FUPMIFA) that governs the investment and management of donor-restricted endowment funds by Florida not-for-profit organizations. 18 Page 388 of 1598 ALZHEIMER'S COMMUNITY CARE,INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30,2021 and 2020 NOTE I-ENDOWMENT(Continued) Absent explicit donor stipulations,FUPMIFA generally requires prudent care in investing,managing and developing spending plans for donor-restricted endowment funds.As a result,the Organization classifies as permanently restricted net assets: (a) the original value of gifts donated to the permanent endowment; (b) the original value of subsequent gifts to the permanent endowment; (c) accumulations to the permanent endowment made in accordance with the direction of the applicable donor gift instrument(if applicable) at the time the accumulation is added to the endowment; and, (d) the portion of investment earnings added to the permanent endowment to maintain its purchasing power,if any. The Organization's current endowment funds do not require any portion of the investment earnings to be added to the endowment and,accordingly,all investment earnings are recorded as unrestricted and used to support the ongoing operations of the Organization. The Organization considers the following factors in making a determination to expend donor-restricted endowment funds: (1) The duration and preservation of the fund (2) The purposes of the Foundation and the donor-restricted endowment fund (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 Foundation (7) The investment policies of the Foundation There were no changes in endowment assets for the years ended June 30,2021 and 2020. Funds with Deficiencies: From time to time, the fair value of assets associated with individual donor restricted endowment funds may fall below the level that the donor requires the Organization to retain in perpetuity. These deficiencies generally result from unfavorable market declines in the Organization's endowment investments and are reported as reductions to net assets with donor restrictions. There were no endowment fund deficiencies at June 30,2021 and 2020. Investment Objective and Risk Parameters: The Organization has adopted investment policies for endowment assets that attempt to provide for moderate current income to fund programs supported by the endowment assets. Under the policy approved by the Board of Directors, the endowment assets are invested in a manner that is intended to produce market interest returns,while assuming a minimal level of investment risk. The Organization expects its endowment assets, over time, to provide an average annual rate of return of approximately 3%. Actual returns in any given year may vary from this amount. 5trate4ae Objectives: To satisfy its investment rate of return objectives, the Organization relies on a conservative strategy to produce investment returns from current earnings (interest and dividends) rather than market appreciation. The Organization has a passive investment policy that performs reaIIocations on a quarterly basis. amending Policy: The Organization does not have a policy for appropriating expenditures from endowment assets beyond investment income. This is consistent with the Organizations objective to maintain the endowment assets in perpetuity and provide additional growth through new gifts. 19 Page 389 of 1598 ALZHEIMER'S COMMUNITY CARE,INC.AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30,2021 and 2020 NOTE J-FAIR VALUE OF FINANCIAL INSTRUMENTS FASB ASC 820, Fair Value Measurements and Disclosures,establishes a framework for measuring fair value that provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.The hierarchy gives highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: Level 1:Inputs are quoted prices (unadjusted)in active markets for identical assets or liabilities that the Organization has the ability to access at the measurement date. Level 2: Inputs, other than quoted prices included within Level 1, that are observable for the assets or Iiabilities,either directly or indirectly. Level 3:Inputs are unobservable for the assets or liabilities. The fair value measurement of an asset or liability 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 need to maximize the use of observable inputs and minimize the use of unobservable inputs. Items Measured at Fair Value on a Recurrine Basis. The following methods and assumptions were used by the Organization in estimating the fair value of financial instruments that are measured at fair value on a recurring basis under FASB ASC 820: Mutual funds: Valued at the net asset value ("NAV") of the shares held by the Organization at year end as reported on a national stock exchange. Exchange traded funds: Valued at the closing price of the funds as reported on a national stock exchange. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Organization believes its valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. There were no changes in the methodologies used during the years ended June 30,2021 and 2020. Fair Value of Assets and Liabilities: The Organization's financial assets measured at fair value on a recurring basis at June 30,2021 and 2020,were all Level 1 assets and are summarized as follows: Fair Values at lune 30 2021 Levell Leve12 Leve13 Total Investments Mutual funds $ 1,382,165 $ - $ - $ 1,382,165 Exchange traded funds 8 065,;880 - 8£065,$80 Total assets $9,448,045 $ - 5, - 9 448 045 20 Page 390 of 1598 ALZHEIMER'S COMMUNITY CARE,INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30,2021 and 2020 NOTE J-FAIR VALUE OF FINANCIAL INSTRUMENTS(Continued) Fair Values at lune 30,.2020 Level Level Level Total'- Investments " Mutual funds $ 1,132,357 $ - $ - $ 1,132,357 Exchange traded funds 6,677231 6.677,231 Total assets $ 7,809,588 „ 57 7,809,588 There were no liabilities measured at fair value on a recurring basis at June 30,2021 and 2020. NOTE K-OPERATING LEASES The Organization conducts its operations from several facilities that are leased with various expiration dates through June 2037 with the option of renewing through 2045 if conditional requirements are met. Certain of the facilities leased by the Organization require annual rental payments of one dollar and reimbursement for common area maintenance expenses. The difference between the estimated fair value rental of these facilities and the rent paid by the Organization is recorded as contribution revenue and in- kind rent expense.The required rental payments are recorded as rent expense.The Organization incurred $410,104 and$384,591 in rent expense and recorded$352,697 and$391,306 for in-kind rent expense for the years ended June 30,2021 and 2020,respectively. The Organization also leases copiers and printer equipment under an operating Iease which requires 60 monthly payments of$2,775 through May 2024. The approximate minimum future rental payments, including required common area maintenance expenses,under non-cancelable operating leases at June 30,2021,are as follows: Year Ending Facilities Equipment !une 30 Rental Rental Total 2022 $ 379,300 $ 33,300 $ 412,600 2023 288,200 33,300 321,500 2024 293,500 30,500 324,000 2025 299,200 - 299,200 2026 260,000 - 260,000 Thereafter 1,382 600 1 382,600 X2,902,800 $ 97,100 X2,999.900 21 Page 391 of 1598 ALZHEIMER'S COMMUNITY CARE,INC.AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30,2021 and 2020 NOTE L-RETIREMENT PLAN The Organization administers a 401(k)retirement plan (the"Pian") that was adopted on January 1,2007, and subsequently amended on July 1, 2009. Employees are eligible to participate in the PIan after completing one year of service and may contribute a maximum of 25% of their pre-tax annual compensation, as defined in the PIan, up to the maximum allowable limits established by the Internal Revenue Code. Participants who turn 50 during the plan year may make additional pre-tax contributions pursuant to the Catch-Up Elective Contributions of the Internal Revenue Service regulations. The Organization may make matching or discretionary contributions to the Plan. Currently, employees receive safe harbor matching contributions of 100% of salary deferrals up to 3% of total compensation, plus 50% matching contributions on salary deferrals from 3% to 5% of total compensation. The matching contributions by the Organization to the Plan for the years ended June 30, 2021 and 2020, were $102,806 and$100,167,respectively.No discretionary contributions were made for 2021 or 2020. NOTE M-ECONOMIC RISKS AND UNCERTAINTY During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of the coronavirus (COVID-19). The pandemic has significantly impacted economic conditions in the U.S. as federal,state and local governments reacted to the public health crisis by ordering the temporary closures of schools, public facilities and non-essential businesses and organizations, imposing travel restrictions and advising or mandating that individuals remain in their homes in order to slow the spread of the disease. The government mandated closures and other restrictions resulted in reduced attendance at the Organization's daycare centers, as well as the cancellation of special events. While attendance at the daycare centers is increasing and getting closer to pre-pandemic Ievels and special events are being scheduled for the upcoming year, due to the uncertainties involved with the pandemic, the ultimate impact on the Organization cannot be determined at present and no provisions for any implications of the pandemic have been made in the accompanying consolidated financial statements. 22 Page 392 of 1598 CONSOLIDATING INFORMATION Page 393 of 1598 ALZHEIMER'S COMMUNITY CARE,INC.AND SUBSIDIARY CONSOLIDATING STATEMENT OF FINANCIAL POSITION June 30,2021 Alzheimer's Alzheimer's Consolidating Community Community Care &Eliminating Care,Inc. Foundation,Inc. Entries Consolidated ASSETS ,�. CURRENT ASSETS Cash $ 1,177,499 $ 9,820 $ $ 1,187,319 Investments 4,257 9,383,145 9,387,402 Accounts receivable,net 843,944 843,944 Current poriton of contributions receivable 130,000 130,000 Prepaid expenses 125,089 - 125,089 TOTAL CURRENT ASSETS 2,280,789 9 392,96511,673,754 PROPERTY AND EQUIPMENT,net 2,593,199 - 2,593,199 OTHER ASSETS Contributions receivable,less current portion 42,810 - - 42,810 Deposits and other assets 8,087 - - 8,087 Long-term investments - 60,643 - 60,643 50,897 60,643 111,540 $ 4,924,885 $ 9.453.:608 $ 14,378,493 LIABILITIES AND NET ASSETS CURRENT LIABILITIES Accounts payable $ 129,740 $ - $ - $ 129,740 Accrued expenses 221,122 - - 221,127 TOTAL LIABILITIES 350,862 - - 350,862 NET ASSETS Without donor restrictions 3,997,660 9,392,965 - 13,390,625 With donor restrictions 576,363 60,643 - 637,006 TOTAL NET ASSETS 4,574,023 9,453,608 - 14,027,631 $ 4,924,885 $ 9,453,608 $ $ 14,378 493 23 Page 394 of 1598 ALZHEIMER'S COMMUNITY CARE,INC. AND SUBSIDIARY CONSOLIDATING STATEMENT OF FINANCIAL POSITION June 30,2020 Alzheimer's AIzheimer's Consolidating Community Community Care &Eliminating Care,Inc. Foundation,Inc. Entries Consolidated ASSETS � _ CURRENT ASSETS Cash $ 1,234,030 $ 24,282 $ - $ 1,258,312 Investments 2,945 7,746,000 - 7,748,945 Accounts receivable,net 823,627 - 823,627 Prepaid.expenses 114,158 - 114,158 TOTAL CURRENT ASSETS 2,174,760 7,770,282 - 9,945,042 PROPERTY AND EQUIPMENT,net 2,242,720 - 2,242,720 OTHER ASSETS Deposits and other assets 8,837 - - 8,837 Long-term investments - 60,643 - 60,643 8,837 60,643 69,480 $ 4,426,317 $ 7,830,925 $ - $ 12,257,242 LIABILITIES AND NET ASSETS CURRENT LIABILITIES Accounts payable $ 55,711 $ - $ - $ 55,711 Accrued expenses 220,832 - - 220,832 Current portion of loan payable 469,108 - - 469,108 TOTAL CURRENT LIABILITIES 745,651 - 745,651 LOAN PAYABLE,net of current portion 476,614 - - 476,614 TOTAL LIABILITIES 1,222,265 - - 1,222,265 NET ASSETS Without donor restrictions 2,843,887 7,770,282 - 10,614,169 With donor restrictions 360,165 60,643 - 420,808 TOTAL NET ASSETS 3,204,052 7,830,925 11,034,977 $ 4,426„317 $ 7,830,925 $ - $ 12,257:242 24 Page 395 of 1598 ALZHEIMER'S COMMUNITY CARE,INC. AND SUBSIDIARY CONSOLIDATING STATEMENT OF ACTIVITIES Year Ended June 30,2021 Alzheimer's Alzheimer's Consolidating Community Community Care &Eliminating Care,Inc. Foundation,Inc. Entries Consolidated REVENUES AND OTHER SUPPORT Program services $ 3,762,385 $ - $ - $ 3,762,385 Contributions 3,299,978 4,183 (254,183) 3,049,978 Government grants 719,595 - - 719,595 United Way 252,957 - - 252,957 Net nvestment income 2,969 1,872,684 - 1,875,653 PPP loan forgiveness 945,722 - - 945,722 Other revenue 31,287 - - 31,287 Total revenues and other support 9,014,893 1,876,867 (254,183) 10,637,577 EXPENSES Program services Special program Daycare 4,834,509 - 4,834,509 Patient and family services Family consultants 1,133,342 - 1,133,342 Case management 310,992 310,992 Crisis line 39,046 39,046 Other services Education and training 429,233 - 429,233 Volunteer services 42,234 - 42,234 ID locator bracelets 342,815 - 342,815 Total program services 7,132,171 - - 7,132,171 Supporting services Management and general 215,740 4,184 - 219,924 Fundraising 292,828 - - 292,828 Contribution to Alzheimer's Community Care,Inc. - 250,000 (250,000) - Alzheimer's Community Care Foundation,Inc. 4,183 - *183) - Total supporting services 512,751 254,184 {254,183) 512,752 Total expenses 7,644,922 254,184 )254,1834 7,644,923 Increase in net assets 1,369,971 1,622,683 - 2,992,654 Net assets at beginning of year 3,204,052 7,830,925 - 11 034,977 Net assets at end of year $ 4,574,023 $ 9,453,608. $ m - $ 141,027,631 25 Page 396 of 1598 ALZHEIMER'S COMMUNITY CARE,INC.AND SUBSIDIARY CONSOLIDATING STATEMENT OF ACTIVITIES Year Ended June 30,2020 Alzheimer's Alzheimer's Consolidating Community Community Care &Eliminating Care,Inc. Foundation,Inc. Entries Consolidated REVENUES AND OTHER SUPPORT Program services $ 4,715,740 $ - $ - $ 4,715,740 Contributions 2,989,359 1,000,000 (1,245,623) 2,743,736 Government grants 629,339 - - 629,339 United Way 245,558 - _ 245,558 Special events 288,995 - - 288,995 Net investment income 4,719 448,194 - 452,913 Other revenue 14,990 - - 14,990 Total revenues and other support 8,888,700 1,448,194 (1,245,623) 9,091,271 EXPENSES Program services Special program Daycare 5,180,338 - - 5,180,338 Patient and family services Family consultants 1,111,060 - - 1,111,060 Case management 289,964 - 289,964 Crisis line 36,915 - 36,915 Other services Education and training 470,760 470,760 Volunteer services 46,464 46,464 ID locator bracelets 302,516302,516 Total program services 7,438,017 - -_ 7,438,017 Supporting services Management and general 231,182 4,376 - 235,558 Fundraising 474,688 - - 474,688 Contribution to Alzheimer's Community Care,Inc. - 245,623 (245,623) - Alzheimer's Community Care Foundation,Inc. 1,000,000 - f"1,000,000 - Total supporting services 1,705,870 249,999 J,245,623'6 710,246 Total expenses 9,143,887 249,999 r,1,245,623fi 8,148,263 Increase(decrease)in net assets (255,187) 1,198,195 - 943,008 Net assets at beginning of year 3,459,239 6,632,730 - 10,091,969 Net assets at end of year $ 3,204,052 $ 7,830:925 $ - $ 11034.977 26 Page 397 of 1598 ALZHEIMER'S COMMUNITY CARE,INC. AND SUBSIDIARY CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended June 30,2021 AIzheimer's Alzheimer's Consolidating Community Community Care &Eliminating Care,Inc. Foundation,Inc. Entries Consolidated OPERATING ACTIVITIES _ Increase in net assets $ 1,369,971 $ 1,622,683 $ - $ 2,992,654 Adjustments to reconcile increase in net assets to net cash provided by operating activities Depreciation and amortization 116,483 - - 116,483 Provision for doubtful accounts (5,043) - - (5,043) Realized and unrealized gains (2,729) (1,747,231) - (1,749,960) PPP loan forgiveness (945,722) - - (945,722) Changes in operating assets and liabilities Accounts receivable (15,274) - - (15,274) Contributions receivable (172,810) - - (172,810) Prepaid expenses (10,931) - - (10,931) Deposits and other assets 750 - - 750 Accounts payable 74,029 - - 74,029 Accrued expenses 290 - - 290 NET CASH PROVIDED BY OPERATING ACTIVITIES 409,014 (124,548) - 284,466 INVESTING ACTIVITIES Sales and maturities of investments - 746,688 746,688 Purchases of investments 1,417 (636,602) (635,185) Purchases of property and equipment 1466,962) - 1466,962; NET CASH USED IN INVESTING ACTIVITIES (465,545) 110,086 (355,459) DECREASE IN CASH (56,531) (14,462) - (70,993) Cash at beginning of year 1,234,030 24,282 1,258,312 , Cash at end of year $ 1,177,499 $ 9,820 $ - $ 1187,319 27 Page 398 of 1598 ALZHEIMER'S COMMUNITY CARE,INC. AND SUBSIDIARY CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended June 30,2020 Alzheimer's Alzheimer's Consolidating Community Community Care &Eliminating Care,Inc. Foundation,Inc. Entries Consolidated OPERATING ACTIVITIES Increase(decrease)in net assets $ (255,187) $ 1,198,195 $ - $ 943,008 Adjustments to reconcile increase(decrease) in net assets to net cash provided by operating activities Depreciation and amortization 99,374 99,374 Provision for doubtful accounts (7,391) - (7,391) Realized and unrealized gains (3,242) (303,123) - (306,365) Changes in operating assets and liabilities Accounts receivable 535,724 - 535,724 Prepaid expenses (11,538) - (11,538) Deposits and other assets (750) - - (750) Accounts payable (94,852) - - (94,852) Accrued expenses 18,578 - - 18,578 Deferred revenue f5,000� - - (5,0001 NET CASH PROVIDED BY OPERATING ACTIVITIES 275,716 895,072 - 1,170,788 INVESTING ACTIVITIES Sales and maturities of investments - 507,279 - 507,279 Purchases of investments 3,084 (1,435,747) - (1,432,663) Purchases of property and equipment X439,8711 - - (439,871`1 NET CASH USED IN INVESTING ACTIVITIES (436,787) (928,468) - (1,365,255) FINANCING ACTIVITY Borrowing on loan payable 945,722 - - 945,722 NET CASH PROVIDED BY FINANCING ACTIVITY 945,722 - - 945,722 INCREASE(DECREASE)IN CASH 784,651 (33,396) - 751,255 Cash at beginning of year 449,379 57,678 - 507,057 Cash at end of year $ 1,234,030 $ 24.282 $ - $ 1,258,312 28 Page 399 of 1598 An official website of the United states government Here's how vat know Download l�L�1---- Follow Entity s r a ti Core Data Business Information Entity Types Financial Information Points of Contact Assertions Reps and Certs Exclusions Responsibility/Qualification zALZHEIMER'S ' • . _ ._ ..... ...... ..... Unique Entity ID VACBDQFK57L3 i CAG E/N CAG E 8ASU7 Registration Status Expiration®ate FActive Registration Oct 13,2022 Purpose of Registration All Awards Physical Address 800 Northpoint PKWY STE 1011 Page 400 of 1598 West Palm Beach,Florida 33407-1978, United States Mailing Address 800 Northpoint Parkway Suite 1018 West Palm Beach,Florida 33407-1978,United States ............... version Current rrent Record BUSINESS INFORMATION Doing Business As (blank) URL http://www.alzcare.orgc,,a State/Country of Incorporation Florida,United States Division Name Alzheimer's Community Care Division Number (blank) Congressional District Florida 20 . ...................... Registration Dates Activation Date Oct 15,,2021 Submission Date Oct 13,2021 Initial Registration Date J u n 30,2005 Entity Dates Page 401 of 1598 Entity Start Date Oct$, 1996 Fisca[Year End Close Date Jun 30 immediate Owner CAGE (blank) Legal Business Name (blank) Highest Level Owner CAGE (blank) Legal Business Name (blank) Executive Compensation Registrants in the System for Award Management(SAM) respond to the Executive Compensation questions in accordance with Section 6202 of P.L. 110-252,amending the Federal Funding Accountability and Transparency Act(P.L. 209-282).This information is not displayed in SAM. It is sent to USAspending.gov for display in association with an eligible award. Maintaining an active registration in SAM demonstrates the registrant responded to the questions. Proceedings Questions Registrants in the System for Award Management(SAM) respond to proceedings questions in accordance with FAR 52.209-79 FAR 52.209-9,or 2.C.F.R.200 Appendix XII.Their responses are not displayed in SAM. They are sent to FAPIIS.gov for display as applicable. Maintaining an active registration in SAM demonstrates the registrant responded to the proceedings questions. SAM Search Authorization authorize my entity's non-sensitive information to be displayed in SAM public search results: Yes ENTITYTYPES Page 402 of 1598 Business Types Entity Structure Corporate Entity(Tax Exempt) Organization Factors (blank) Entity Type Business or Organization Profit Structure Non-Profit Organization Socio-Economic Types Check the registrant's Reps&Certs,if present,under FAR 52.212-3 or FAR 52.219-1 to determine if the entity is an SBA-certified HUBZone small business concern.Additional small business information may be found in the SBA's Dynamic Small Business Search if the entity completed the SBA supplemental pages during registration. FINANCIAL INFORMATION Accepts Credit Card Payments Yes Debt Subject To Offset (What is this?) No Account Details EFT Indicator 0000 CAGE Code SA8U7 POINTS OF CONTACT Electronic Business O r* Mary M Barnes,Ms. 800 Northpoint Parkway Suite 101B West Palm Beach, Florida 33407-1978 United States Page 403 of 1598 Government Business O r* Mary M Barnes,Ms. 800 Northpoint Parkway Suite 10113 West Palm Beach, Florida 33407-1978 United States Past Performance O r* Michael Valdes,Vice President of Finance 800 Northpoint PARKWAY,Suite 101-B West Palm Beach,Florida 33407 United States Feedback Our Website Our Partners Policies Customer Service This is a U.S. General Services Administration General Services Administration Federal Government computer system that is "FOR OFFICIAL.USE ONLY."This system is subject to monitoring. Individuals found performing unauthorized activities are subject to disciplinary action including criminal prosecution. Page 404 of 1598 CDBG NOFO Subrecipient Grant - Scoring Criteria Applicant Name:Alzheimer's Community Care, Inc. I A'ctv 1ty Ne 'e d and (0-7 points) (8-14 points) points) 1 20 Points Available Justification Explanation: A description on how The description and There is a clear The activity will be F the program justification on how focus on how the evaluated in terms of addresses an the program or program will the justification of the identified need was service addresses address the need. need for the activity in not included in the the identified need The applicant has the community. application. is vague and provided The proposed program somewhat unclear. satisfactory or services responds to There was moderate justification of the 18Points a need in the evidence supporting need for the _ — community. causal conclusions activity. There was The applicant has and positive findings strong evidence identified how the on one or more supporting causal evidence-based intended outcomes. conclusions and program or service positive findings on addresses the need. one or more intended outcomes. ——--------- -20 points) (0 -14 points)Risk Assessment -!'points) (8 (iS IL 20 Points Available _�O _ Explanation: Applicant was not Applicant Applicant was able Applicants are expected able to successfully demonstrated the to clearly and to demonstrate that demonstrate the experience, staff successfully they are eligible, experience, staff capacity and ability demonstrate the capable, have the staff capacity and ability to comply with experience, staff capacity, experience to comply with the some of the capacity and ability with the proposed necessary requirements for to comply with all project and responsible requirements for receipt of federal the necessary in the management of management of funds pertaining to requirements for federal funds. federal funds. fiscal and the receipt of Fiscal and administrative administrative federal funds. oversight, internal oversight, and/or Documentation was 16 Points controls, policies, internal controls, provided related to procedures must be policies and experience in fiscal clearly documented. procedures. and administrative oversight, internal controls and policies and procedures. Page 405 of 1598 CDBG NOW i r - Scoring Criteria m m - s i - m ` m r • m - a Equity7provides (0-3 points) (4-6 points) (7-10 points) 10'Points Available ExplanatiA description on how The description on There is a clear The applithe project will reach how the project will focus on how the description on how the underserved reach underserved project will reach project aims to reach populations was not populations is vague underserved underserved ; included in the or somewhat populations. i populations. application. unclear. The applicant The applicant demonstrated that –7—Points demonstrate that is is working with working with other other organizations organizations in a in a cooperative cooperative effort on effort on the the program or service. program or service. Future Model (0-7 poin#s) (8-14 points) (15-20 points) 20 Points Available Sustainability and Support Explanation: The answer is vague The answer includes The answer is clear The applicant describes or does not include intended project and includes the intended outcome intended project outcomes. intended project of the project and how outcomes. Explanation on how outcomes.There is a project success would Explanation on how sustainability can be strong explanation be measured. sustainability can be achieved is there, on how The proposal describes achieved is weak. but somewhat sustainability can be –12—Points how sustainability can There is no plan for unclear.The plan for achieved over a long be achieved to continue handling ongoing handling ongoing period of time and the services after CDBG expenses. expenses is vague. how any ongoing funds have been spent. expenses will be handled. MEN= Activity Management& (0-5 points)+ (6-10 points) (11-15 points) 15 Points/Available Implementation Explanation: Goals and objectives Goals, objectives, Goals and objectives Applicants have are vague or are not and resources are are clear and provided included. Resources documented, and achievable given the documentation and necessary to implementation of availability of information showing the implement the the proposed necessary resources goals, objectives,and proposed activity are activity may not be for the operation –12—Points resources needed to not listed, not clear, feasible given the and maintenance of implement the and/or not available. type and availability the activity. proposed activity are of resources. available and ready. Page 406 of 1598 reciplent Grant - Scoring Criteria Cost Reasonableness ( (0-5 points) (6-10 paints) (11-15 points) 15 Points Available and Effectiveness' Explanation: The budget The budget The budget The activity will be document was document was document was evaluated in terms of its incomplete and did complete but the complete and the impact on the identified not adequately applicant did not applicant provided need, its capture the provide the all the necessary implementation costs necessary budget necessary information and and budget funding information or information for justification for the request relative to the provide justification justification for the level of funding financial and human for the level of level of funding requested. resources. Evaluation funding requested. requested. will include the cost 15 Points incurred per person or per unit and the justification for a particular level of funding. Programs that are requesting support of administrative costs can range from 0-15%. Total Points: 80 Reviewer Name: Rebecca Harvey Reviewer Title: Sustainability Coordinator Page 407 of 1598 CDBG NOW Subrecipient Grant - Scaring Criteria Applicant Name:Alzheimer's Community Care, Inc. WILM Activity Need and -7 points) (8-14 points) '(15-10 points) 20 Points Available Justification 1, Explanation: A description on how The description and There is a clear The activity will be the program justification on how focus on how the evaluated in terms of addresses an the program or program will the justification of the identified need was service addresses address the need. need for the activity in not included in the the identified need The applicant has the community. application. is vague and provided The proposed program somewhat unclear. satisfactory or services responds to There was moderate justification of the c;Qb Points a need in the evidence supporting need for the community. causal conclusions activity. There was The applicant has and positive findings strong evidence identified how the on one or more supporting causal evidence-based intended outcomes. conclusions and program or service positive findings on addresses the need. one or more I intended outcomes.J__ IBM= Risk 4ssessm ent (0-7 points) (8-14 points) (15-20 points) 20 Points Available Explanation: Applicant was not Applicant Applicant was able Applicants are expected able to successfully demonstrated the to clearly and to demonstrate that demonstrate the experience,staff successfully they are eligible, experience, staff capacity and ability demonstrate the capable, have the staff capacity and ability to comply with experience, staff capacity,experience to comply with the some of the capacity and ability with the proposed necessary requirements for to comply with all project and responsible requirements for receipt of federal the necessary in the management of management of funds pertaining to requirements for federal funds. federal funds. fiscal and the receipt of Fiscal and administrative administrative federal funds. J,(0 Points oversight, internal oversight, and/or Documentation was controls, policies, internal controls, provided related to procedures must be policies and experience in fiscal clearly documented. procedures. and administrative oversight, internal controls and policies and procedures. Page 408 of 1598 CDBG NOW Subrecipient Grant - Scoring Criteria Equity (0-3 points) (4-6 points) (7-10 points) 10 Points Available Explanation: A description on how The description on There is a clear The applicant provides a the project will reach how the project will focus on how the description on how the underserved reach underserved project will reach project aims to reach populations was not populations is vague underserved underserved included in the or somewhat populations. populations. application. unclear. The applicant The applicant demonstrated that points demonstrate that is is working with working with other other organizations organizations in a in a cooperative cooperative effort on effort on the the program or service. pro ram or service. Future Model (0-7 points) (8-14 points) (15-20 points) 20 Points Available Sustainability and Support a Explanation: The answer is vague The answer includes The answer is clear The applicant describes or does not include intended project and includes the intended outcome intended project outcomes. intended project of the project and how outcomes. Explanation on how outcomes.There is a project success would Explanation on how sustainability can be strong explanation be measured. sustainability can be achieved is there, on how The proposal describes achieved is weak. but somewhat sustainability can be Points how sustainability can There is no plan for unclear.The plan for achieved over a long be achieved to continue handling ongoing handling ongoing period of time and the services after CRBG expenses. expenses is vague. how any ongoing funds have been spent. expenses will be I handled. Activity Management& (fl-5 points) (6-10 points) (11-15 points) 15 Points Available Implementation m Explanation: Goals and objectives Goals,objectives, Goals and objectives Applicants have are vague or are not and resources are are clear and provided included. Resources documented, and achievable given the documentation and necessary to implementation of availability of information showing the implement the the proposed necessary resources goals,objectives,and proposed activity are activity may not be for the operation ,ridPoints resources needed to not listed, not clear, feasible given the and maintenance of implement the and/or not available. type and availability the activity. proposed activity are of resources. available and ready. ...... M........ Page 409 of 1598 Subrecipient GrantdCriteria IBM J ii Cost Reasonableness (0-5 points) (6-10 points) (11-15 points) 15 Points Available and Effectiveness Explanation- The budget The budget The budget The activity will be document was document was document was evaluated in terms of its incomplete and did complete but the complete and the impact on the identified not adequately applicant did not applicant provided need, its capture the provide the all the necessary implementation costs necessary budget necessary information and and budget funding information or information for justification for the request relative to the provide justification justification for the level of funding financial and human far the level of level of funding requested. resources. Evaluation funding requested. requested. ,L will include the cost Points incurred per person or per unit and the justification for a particular level of funding. Programs that 1 are requesting support of administrative costs can range from 0-15%. Total Points: Reviewer Name: 10 ' Reviewer Title: ° m� L-712 , It C�'- few nfW i r u J0" nAJC1-N-a1O Page 410 of 1598 iScoring Criteria Applicant Name:Alzheimer's Community Care, Inc. LActivfty Need and (0-7 points) {$-14 paints} (15-20 points) 20 Points Available stification Explanation. A description on how The description and There is a clear The activity will be the program justification on how focus on how the evaluated in terms of addresses an the program or program will the justification of the identified need was service addresses address the need. need for the activity in not included in the the identified need The applicant has the community. application. is vague and provided The proposed program somewhat unclear. satisfactory or services responds to There was moderate justification of the 15 points a need in the evidence supporting need for the community. causal conclusions activity. There was The applicant has and positive findings strong evidence identified how the on one or more supporting causal evidence-based intended outcomes. conclusions and program or service positive findings on addresses the need. one or more intended outcomesWAR . 7ic Risk Assessment '(8-14 points) [15-20 points) 20 Points Availabile »Explanation: as not Applicant Applicant was able Applicants are expected essfully demonstrated the to clearly and to demonstrate that demonstrate the experience, staff successfully they are eligible, experience, staff capacity and ability demonstrate the capable, have the staff capacity and ability to comply with experience, staff capacity,experience to comply with the some of the capacity and ability with the proposed necessary requirements for to comply with all project and responsible requirements for receipt of federal the necessary in the management of management of funds pertaining to requirements for federal funds. federal funds. fiscal and the receipt of Fiscal and administrative administrative federal funds. oversight, internal oversight, and/or Documentation was 19 Points controls, policies, internal controls, provided related to procedures must be policies and experience in fiscal clearly documented. procedures. and administrative oversight, internal controls and policies and procedures. Page 411 of 1598 i u r - Scoring Criteria 'Ji IS Equityxagga r (0-3 point$) (4-6points) �7-1Q;pointsJ iQ Points Available u Explanation: A description on how The description on There is a clear The applicant provides a ( the project will reach how the project will focus on how the description on how the underserved reach underserved project will reach project aims to reach populations was not populations is vague underserved underserved included in the or somewhat populations. populations. application. unclear. The applicant The applicant demonstrated that 8 Points demonstrate that is is working with working with other other organizations organizations in a in a cooperative cooperative effort on effort on the the ro ram or service. roram or service. ___.--....--. Future Model (0-7 points]' (8-14 points) (15-24 points) 20 Points Available Sustainability and Support Explanation: The answer is vague The answer includes ' The answer is clear The applicant describes or does not include intended project and includes the intended outcome intended project outcomes. intended project of the project and how outcomes. Explanation on how outcomes.There is a project success would Explanation on how sustainability can be strong explanation be measured. sustainability can be achieved is there, on how The proposal describes achieved is weak. but somewhat sustainability can be 15 Points how sustainability can There is no plan for unclear.The plan for achieved over a long be achieved to continue handling ongoing handling ongoing period of time and the services after CDBG expenses. expenses is vague. how any ongoing funds have been spent. expenses will be handled. Activity Management& (0-5 points) (6-10 points) (11-15 points) 15 Points Available Implementation Explanation: Goals and objectives Goals, objectives, Goals and objectives Applicants have are vague or are not and resources are are clear and j provided included. Resources documented, and achievable given the documentation and necessary to implementation of availability of information showing the implement the the proposed necessary resources goals,objectives, and proposed activity are activity may not be for the operation 14 Points resources needed to not listed, not clear, feasible given the and maintenance of implement the and/or not available. type and availability the activity. proposed activity are of resources. available and ready. Page 412 of 1598 i - Scoring Criteria Iii gi Cost Reasonableness (0-5 points); (6-10 points) (11-15 points) 15 Points Available and Effectiveness Explanation: The budget The budget The budget F The activity will be document was document was document was evaluated in terms of its incomplete and did complete but the complete and the impact on the identified not adequately applicant did not applicant provided need, its capture the provide the all the necessary implementation costs necessary budget necessary information and and budget funding information or information for justification for the request relative to the provide justification justification for the level of funding financial and human for the level of level of funding requested. resources. Evaluation funding requested. requested. will include the cost 14 Points incurred per person or per unit and the justification for a particular level of funding. Programs that are requesting support of administrative costs can range from 0-15%. Total Points: $5 Reviewer Name:John Durean �. Reviewer Title: Economic Develo ment Mana er Page 413 of 1598 The City ofBoynton Beach FINANCIAL SERVICES COMMUNITY IMPROVEMENT IVIIO 100 E.Ocean Avenue Boynton Beach,Ho 6 a 33425 TEL::561.742..6359 June 20, 2022 Ms. Mary M. Barnes, President and CEO Alzheimer's Community Care, Inc. 800 Northpoint Parkway, Suite 101-B West Palm Beach, FL 33407 Re: Community Development Block Grant(CDBG) Funding FY 2022/2023 Dear Ms. Bames: This letter is in regards to your application for CDBG funds for the Fiscal Year 202212023. The CDBG Application Review Committee assessed your application and based on their scoring, funding recommendations has been forwarded to the City Commissioners for approval, for the amount of $25,000.00. Final recommendation approval will be at the regular City Commission Meeting on July 19, 2022, at 6:00 pm. The City Commission meeting will be held at 100 E. Ocean Ave., Boynton Beach, FL 33425. We recommend you or a representative attend the meeting to address any questions that may arise regarding your organization and/or services. Thank you and we look forward to working with you. Sincerely, J Ramire Community Improvement Manager Page 414 of 1598 CDBG Not-For-Profit Subrecipient Grant Application How to I BOYNTON B E A C I . Fiscal Year 2022 (October 1, 2022 to Septermber 30, ) COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) Not-For-Profit Subrecipient Grant Application SUBMISSION DEADLINE ay 20, 2022, no later than r (Hard a Digital/Electroni TO r it r f . s City f Boynton Beach Community r t Division 100 East Ocean Avenue Beach,Boynton FL 33435 (fro applications will be accepted after 4:30PM on May 20, 2022) Page 415 of 1598 FOR MORE INFORMATION OR QUESTIONS, PLEASE CONTACT." CITY OF BOYNTONBEACH J Ramirez, Community Improvement Manager COMMUNITYIMPROVEMENT DIVISION 100 East Ocean Avenue Boynton each, Florida 33435 ramirezr@bbfl.us 561-742-6359 Page 416 of 1598 Checklist —-------------- ...... ................... Agency Name Pathways to Prosperity, Inc. Projects* Circles Palm Beach County APPLICATION Submit Hard Copy and a Digital/Electronic Application Application is signed and dated by Director, and Board Chairperson. 1(c) (3) is attached( ot-For-P rofit Status) City of Boynton Beach Business Tax Receipt attached (if applicable). Board Member list. Copy of latest audit. All funding sources for this project identified. ADDITIONAL ATTACHMENTS Attachment I Agency Articles of Incorporation, Agency By-laws, and Tax documents submitted to the Internal Revenue Service (IRS). Attachments 1.pdf 11.73MB Attachment 2 Copies of current license(s) needed to operate (as applicable to the funded activity)) including City of Boynton Beach Business Tax Receipt(if applicable). Attachments 2.pdf 294.6KB Attachment 3 Documentation of all additional funding sources for program(s)/project(s) listed in application (if applicable). Attachments 3.pdf 3,26MB Attachment 4 A description/schedule of fees charged to the targeted beneficiaries of the programs/services/facilities to be funded (if applicable) Attachments 4.pdf 47.47KB Attachment 5 Ajob description for each position for which funds are being requested (explain role/responsibilities within each program/project and explain salary increases request if higher than amount refunded last year) (if applicable)) Attachments 5.pdf 86.19KB Page 417 of 1598 Attachment 501 (c) (3) documents Attachments 6.pdf 271.04K Attachment 7 Audit documents Attachments 7.pdf 808.1 KB Attachment 8 Board Member List Attachments 8.pdf 27 .2 Page 418 of 1598 Affirmations ----------.......... ... ................... Certifications and Affirmations V I certify that I am authorized to submit this application on behalf of the applicant agency. V I affirm that the award and payment of grant funds are subject tothe�sole and absolute discretion of the City of Boynton Beach City Commission without recourse. By submitting this application, I waive any and all claims related to the City of Boynton each CIDBG Program and specifically agree to indemnify and hold the City, its employees, officers, agents, and representatives harmless from any and all claims which may be in any way related to any City of Boynton each CDBG Program award, payment, and/or denial. I certify that my agency was established and operating in the City of Boynton each on or before October 1 , 2019. V — If—funded, I affirm the applicant agency will continue service operations in the City of Boynton Beach. V I affirm that the tax documents provided in this application are identical to those I have submitted to the Internal Revenue Service. V I acknowledge that, funds are distributed by reim'bursement only_. Illy. If this grant is approved, any amount my agency receives may be considered taxable income by the Internal Revenue Service, V I acknowledge that, if this grant application is approved, the City of Boynton Beach and Representatives of HUD, the Inspector General, and the General Accounting Office shall have access to all books, accounts, records, reports, files, and other papers, or property pertaining to the administration, receipt and use of CDBG funds necessary to facilitate such reviews and audits, as applicable and described under 24 CFR § 570.490(c). I acknowledge that, all records relating to the City of Boynton each CDBG Program, including supporting documentation, shall be retained for the greater of three years from closeout of the grant to the City, as described under 24 CFR § 570.490(d), unless there is litigation, claims, audit, negotiation, or other actions involving the records, in such case, the records must be retained until completion of the action and resolution of all issues. ✓ I acknowledge that, if this grant application is approved, my name, my agency—name, and my grant award amount may be made public by the City of Boynton Beach. ..................... V 1: 1 acknowledge that, if this grant application is approved, my agency will be subject to Florida Sunshine Law, FL State Statute 119.0701 I agree that an electronic signature, may substitute for the original Page 419 of 1598 signature and shall have the same legal eect as the original signature. FullName* Kemberly Bush Applicant Signature o t' f .. Title CEO Date 5/19/2022 Page 420 of 1598 Certifications and Affirmations I certify that I am authorized to submit this application on behalf of the applicant agency. -.... ....m I affirm that the award and payment of grant funds are subject to the sole and absolute discretion of the City of Boynton Beach City Commission without recourse. By 4 submitting this application, I waive any and all claims related to the City of Boynton Beach CDBG Program and specifically agree to indemnify and hold the City, its employees,officers, agents, and representatives harmless from any and all claims which may be in any way related to any City of Boynton Beach CDBG Program award, payment, and/or denial. I certify that my agency was established and operating in the City of Boynton Beach on or before October 1, 2019. If funded, I affirm the applicant agency will continue service operations in the City of Boynton Beach. r/ I affirm that the tax documents provided in this application are identical to those I have submitted to the Internal Revenue Service. .ww.4. .......... ��m _..: I acknowledge that,funds are distributed by reimbursement anly. if this grant is approved, any amount my agency receives may be considered taxable income by the Internal Revenue Service. ....... I acknowledge that, if this grant application is approved,the City of Boynton Beach and Representatives of MUD, the Inspector General, and the General Accounting Office shall have access to all books, accounts, records, reports,files, and other papers, or property pertaining to the administration, receipt and use of CDBG funds necessary to facilitate such reviews and audits, as applicable and described under 24 CFR § 570.490(c). r..._. . ._ w... _.. _ m I acknowledge that, all records relating to the City of Boynton Beach CDBG Program, _ including supporting documentation, shall be retained for the greater of three years from closeout of the grant to the City,as applicable and described under 24 CFR § 570.490(d), unless there is litigation, claims, audit, negotiation,or other actions involving the records.The records must be retained until completion of the action and resolution of all issues. I acknowledge that, if this grant application is approved, my name, my agency name, and my grant award amount may be made public by the City of Boynton Beach. I acknowledge that, if this grant application is approved, my agency will be subject to Florida Sunshine Law, FL State Statute 119.0701 Print Full Name: Kembe Bush^ Applicant Signature: Title: CEO Date: 05/19/2022 Page 421 of 1598 Application ............................ .......... ............. FY 2022 FUNDING REQUEST (October 1, 2022 - September 30, 2022) To submit an application, complete A— G, Attachments 1-5 (if applicable) and any other items requested. Do not include any items that are not requested. Submit a and copy and/or a digital/electronic copy to Ri Ramirez, Community Improvement Manager (ramirezr@bbfl.us) Community Improvement Division, 100 East Ocean Avenue, Boynton each, FL 33435 by 4:30pm, May 20, 2022. Please review the CDBG Program Subrecipient information and Guidelines, available at CDBG I City of Boynton Beach (boynton- beach.org) information, including the application process, reporting requirements, goals and timelines. For assistance, please call the Community Improvement Division at 561-742-6359. A. GENERAL INFORMATION Applicant Name* Pathways to Prosperity, Inc. Tax Exempt Non-Profit Status* Unique Entity ID#* EH5XLFEQ5C95 Per 2CFR Chapter I Part 25 and the Office of Management and Budget guidance on Federal Funding Accountability and Transparency Act (FFATA) Subaward and Executive Compensation Reporting issued on August 27, 2010, each prime grant recipient may make subawards only to entities that have Unique Entity ID (SAM)S. Name of Project* Circles Boynton Beach Area or Location of Boynton Beach, with a special focus on Heart of Boynton Beach, Census Project* Tract 61, 33435 Contact Person* Kemberly Bush (Preferably Pres. /Director) Title CEO Email* kbush@p2ppbc,org Page 422 of 1598 Mailing dress* Street Address 639 East Ocean Avenue Suite 101 Address Line 2 n/a City State 1 Province I Region Boynton Beach Florida Postal 1 Zip Code Country 33435 USA Telephone's Fax 561-856-5551 n/a Additional Contact Deja Hasness Person (Preferably Person responsible for preparing reports) Title Grant Writer Iterate Email grants@p2ppbc.org Mailing res Street Address 639 East Ocean Avenue Suite 101 Address Line 2 n/a City State 1 Province 1 Region Boynton Beach Florida Postal 1 Zip Code Country 33435 USA Telephone Fax 561-903-7743 n/a Grant Request Grant Request Activity Area (choose one): Activity Area* Homeless Prevention Services Public Safety/Crime Prevention Senior Services Domestic Violence Prevention Economic Development Educational Program Other Funs Requested* Amount of Funds Requested for Project: $55,000 Page 423 of 1598 Matching Funds* Amount of Matching Funds for Project: $427,203 Matching Funs Cash Other Donations Other Type Grants Identify orce of Children's Services Council of Palm Beach County ($122,476), Palm Beach Additional Funding County FAA($120,000), , DeLuca Foundation ($65,000), Community Foundation for Palm Beach & Martin Counties ($50,000), The Jim Moran Foundation ($25,000), Ibis Charities Foundation ($10,000) CDBG COST: Total Funds Total CDBG Funds Requested Requested $55,000 Units Served Total Unduplicated Units Served 100 individuals (or 30 families) Explanation Explain how the Total Unduplicated Units Served is deternined. Each individual member of a Boynton Beach, income-certified family served = 1 unit. Average Boynton Beach household size = 3.5 individuals. (https://www.towncharts.com/Florida/De morahics(Boynton- each-city- L- eorapics-data. tml) Average Cost Per CDBG Average Cost Per Unit (Total Funds Requested/Unduplicated Units Served) Unit $550 per individual served ($1,833 average per family served) TOTAL PROJECT COST INCLUDING OTHER SOURCE OF TotalProject* Total Project $482,203 Units Served Total Unduplicated Units Served 297 individuals (or 100 families) Page 424 of 1598 Explanation* Explain how the Total Unduplicated Units Served is deternined. Each individual member of a Palm Beach County, income-certified family served = 1 unit. Average Palm Beach County household = 2.9 individuals. (https://www.towncharts.com/Florida/De mographics/Boynton-Beach-city- L- Demographics-data.html) Average Cost Per TOTAL Average Cost Per Unit(Total Funds Requested/Unduplicated Units Served) Unit $1,624 per individual served ($4,822 per family served). Project* Is this Project? A new service; or A quantifiable increase in the level of an existing service which has been provided by the grantee on its behalf through State or local government funds in the 12 months preceding the submission of the grantee's Consolidate d Plan Annual Action Plan Received Funding* Has the applicant received or will receive other Federal, State or local government funds for the proposed project(s)for which the applicant is requesting CDBG funds? Yes No Funding orc If Yes, what is the funding source? Palm Beach County FAA Securing Our Futures Initiative ( OFI), Children's Services Council of Palm Beach County Funding How much? $242,476 Project without Could this project occur without these funds? Funds* Yes No Project Will this project continue after CDBG funding ends? Continuation Yes No Page 425 of 1598 Project If Yes, describe how the applicant will guarantee the sustainability of the Continuation project/program after CDBG funds have been spent. Guarantee Pathways to Prosperity is committed to success in this city. Our Board of Directors is engaged and dedicated to the sustainability of our programs and to the residents of Boynton Beach. A comprehensive -year strategic plan serves as a road map for future activities to strengthen our agency's fiscal security, including diversifying funds and increasing unrestricted revenue streams. Over the past decade we have built a vast network of service partners and many dedicated funders including Palm Beach County PAA, The Quantum Foundation, Children's Services Council of Palm Beach County, and a number of other local and regional funding partners. In 2016, when Palm Health Foundation was looking for a Boynton Beach home for their Healthier Together Palm Beach County initiative, Pathways to Prosperity was the agency they trusted to execute their vision. As Pathways to Prosperity and Circles Palm Beach County move forward together in our shared effort to reduce poverty by 10% in the next 10 years, we are broadening our search for funding partners. Like many nonprofits today, we have been forced to stretch expenses, as revenues have been severely affected by CviD-19 and recent economic instabilities. Our development team consistently identifies and cultivates new funding partners, and is diligently working to develop an ongoing funding strategy for this growing program. B. PROPOSED PROJECT Project In five sentences concisely describe your project. This description will be used in future Description publications should your application be approved. Circles Palm Beach County has a goal of reducing the number of families in poverty by 10% in 10 years and is based on a proven nationwide model that empowers people in poverty to build intentional relationships across income and class lines. Circles gathers middle-income and high-income volunteers from the Boynton Beach community to support families in poverty by actively listening, asking questions, sharing knowledge and resources, helping participants set goals, and working together to dismantle barriers that prevent people from moving out of poverty. Among current Circles participants, all increased their income within the first 3 months, and 66% of them doubled their income or more since starting the program. Public Service Page 426 of 1598 Pick ONE STRATEGY that best describes your project and provide number of units tha will be served under this program Specific Objective Specification Strategy House hold/Person Number o Units Homeless Prevention Services Public Safety/Crime Prevention Domestic Violence Prevention Senior Services Youth Programs Educational Program Financial Yes Persons 197 literacy (specify) Other (specify Economic Yes Persons 100 Development: self sufficiency and sustainability D. PROJECT SUMMARY The City is responsible for ensuring that the United States Department of Housing and Urban Development (HUD) funds are used in accordance with all CDBG program requirements, that performance and goals will be achieve and that the all funded projects will be in compliance with all applicable federal regulations. Please provide a detailed description of: 1. The scope of services of the proposedproject/activity to be funded, including a plan of action explaining in detail how the agency (and who, specifically)will implement the activity (i.e., intake procedures, collect required documentation, reimbursement request, progress reports, end of the year report, etc.). 2. On average how many individuals are or will be receiving assistance per month? . What documentation/data was used to determine the need for this type of program? 4. How do you evaluate the overall effectiveness of the program? Page 427 of 1598 5. How this activity relates to the overall organizational structure? 6. Be very specific how the CDBG funds are proposed to be used? 7. How CDBG funds will it impact your current operation? Project Detailed Description* 1. The scope f services of the proposedproject/activity , including action explainingin detail how t , specifically) ill implement the activity (i.e., intake procedures, required i , reimbursement request, progress reports, end f the year report, etc.). Circles is a nationwide anti-poverty strategy built on the recognition that a family's upward mobility is inextricably linked to the economic capacity of their social and professional "circles person's "circles" determine their access to social and economic capital, social determinant of health resources, educational attainment, employment opportunities, and information. Circles PBC matches under-resourced individuals and families, known as Circle Leaders, with fiddle- to upper-income community volunteers, known as Allies, to establish relationships that cross class lines, create multidimensional support systems, give access to new ways of thinking and open up new possibilities for people living in poverty. Circles employees, known as Coaches, facilitate the process by providing Circle Leaders with financial literacy training, case management, and guidance in the goal-setting process before matching Circle Leaders with an appropriate Ally who serves as a support system as they set out to reach their goals. The program brings Circle Leaders, Allies and Coaches together as an intentional team for a minimum of 18 months to look at poverty in a more holistic manner, as well as to explore how to build a long-term vision for their future both individually and as a community. Each Circles cohort of 15-25 families begins with Circle Leaders and their Coaches participating in a 15-18 week training together. During the first few months of Circle Leader training, participants assess their current relationships, resources and reason or purpose for making the necessary changes to escape from poverty permanently. Allies attend training sessions that increase awareness o poverty issues within the families they will be matched with as well as issues that affect the community as a whole. The curriculum helps participants better understand how "hidden rules" or "social norms" associated with class in the United States present in their own lives and shape their circles. After completing the training period, Circle Leaders are thoughtfully matched with an Ally. Circle Leaders and their families set the direction for activities and, together with their Allies, develop a action plan to get out of poverty, with the support of a Circles Coach who provides ongoing case management and access to resources. Allies support families in achieving goals to accomplish their plan. Leaders and Allies meet monthly, at minimum, to build relationships, review goals and steps, discuss and problem-solve barriers to getting out of poverty, such as improving self- sufficiency, expanding social networks, and enhancing academic performance of both children and Barents. Page 428 of 1598 V -- Moving forward, weekly Community Meetings gather Circle Leaders, Circle Allies, and other interested community members to provide support and networking opportunities. Big View Meetings are held once per month and feature a far-ranging discussion of the causes of poverty in the community and how to address them for the long-term, removing systemic barriers in the process. Pathways to Prosperity also provides dinner, childcare, and financial literacy education for children of Circle Leaders and Allies while their parents participate in Circles. Financial literacy for both children and adults is provided through our partnership with Arut Bank, a division of New York Community Bank. average how many individuals ill be receiving i tmonth? Circles groups are conducted in cohorts of between 1 - 0, with typically 4 cohorts per year across Palm Beach County, to ensure Circle Leaders have peer support from each other (bonding social capital) as well as the support of their Circle Allies (bridging social support). Approximately 75-80 families participate in the Circles Palm Beach County program per year and we provide emergency assistance to another 0-25 families each year, for a total of 100 Palm Beach County families served annually. Of those served, an estimated 100 individuals, or 30 families, from Boynton Beach will receive assistance each year. While we may work with only 30 Boynton Beach families in 12 months, we will likely work with nearly all of those 30 families every month, all year. Due to the intensive nature of this program model, ongoing case management and transitional services, we work with Circle Leaders and their families, plus graduate Circle Leaders, for extended periods of time, often for years after program "completion". Circles graduates stay involved in the program, often serving as role models or even Allies, offering peer support while continuing to work an Action Plan and receive support from the Circle. 3. What documentation/data was used documentation/ to determinethe need for this fprogram? For years we have provided emergency financial assistance to our neighbors. On average, the agency provides $20,000/year in financial assistance. However, as an organization, we wanted to offer a path to sustainability for our families, beyond offering the temporary solution of emergency support. With 12.9% of Boynton Beach residents living in poverty according to 2020 US Census data, the need for a program like Circles in this community was clear. We researched various program models and anti-poverty strategies. CirclesUSA was the appropriate choice as it provides people the long-term support they need to lift themselves out of poverty and create financial stability for themselves. CirclesUSA has been successful: on average, participants achieve a 39% increase in income after six months and a 78% increase in income after 18 months. 4. How do you evaluate the overall effectiveness oft r r Page 429 of 1598 We look at the number of program participants reaching their own personal goals, improvements in income, increased savings, debt-reduction, educational attainment, vocational certifications and employability skills, increased credit scores, increased community engagement, and reaching family income of 200% of federal poverty level or greater. We monitor family income and track improvements over time, upon completion of the program and for up to 18 months afterwards, for a total of 36 months. We aggregate participant data to determine if agency program goals and objectives have been met, and if our funder and program partners' goals have been met. We collect and provide data to Palm Beach County uploaded into the HMIS system and also share our local data with CirclesUSA. We also compare local outcomes with national program outcomes as a measure of overall effectiveness of the program. 5. How this activity I to the overall organizational Pathways to Prosperity is dedicated to strengthening communities across Palm Beach County by improving outcomes for children and families through education and social services. Our goal is to ensure that our families have what they require to not only survive, but thrive. The agency features a range of programs and initiatives to uplift individuals and families out of economic hardship through education, parenting support, food assistance, healthcare, and other social services. Pathways to Prosperity, through Circles, helps hundreds of people every year reach their goals of financial self-sufficiency and independence. Our programs include BRIDGES at Boynton Beach, a community hub concept developed by the Children's Services Council of Palm Beach County to meet the daily and long-term needs of local families. The ultimate goal is to ensure that children are born healthy, grow up safe, and are ready to learn when they enter school. Our community-led initiative, Healthier Boynton Beach, exists to inspire, support, and improve the lives of caregivers in the Boynton Beach Community. In addition to these flagship programs, Pathways to Prosperity also offers a community food pantry and emergency financial assistance to Boynton Beach residents seeking stabilization and support. Given our agency's mission, the scope of our programming, and our existing rapport with the Boynton Beach community, Pathways to Prosperity was approached in 2014 by the Town of Palm Beach United Way and introduced to the CirclesUSA model. Being that the missions of both Pathways to Prosperity and CirclesUSA are so closely aligned, incorporating Circles into our family of community-based initiatives was a logical choice. We accepted the challenge to become the lead agency to bring Circles to Palm Beach County and launched the program. Hundreds of Boynton Beach families have lifted themselves out of poverty with Circles. Circles is our strategy to support families on their Pathways to Prosperity. very ci ic how the CDBG funds are CDBG funds will be used to support the Circles Coordinator position, which oversees recruitment of Circle Leaders and Allies, training for Circle Leaders and Allies, educational sessions for Circle Leaders, Allies and their children, and provides ongoinq case manaqement for Circle Leaders. In Page 430 of 1598 articular, there is an increased need for employment and social determinants of health support for Circle Leaders and family members who are formerly incarcerated returning citizens, as key components of economic stability, mobility and emergence from poverty. 7. How CDBG funds will it impact your current operation? CDBG funds will secure the funding required to fully staff the Circles Program for next year, leaving a manageable gap that can be addressed with one new funding source or with agency reserves as necessary. This will allow the program staff o develop as a team, and facilitate leadership transfer from the Program Director to the Program Coordinator, grooming staff for growing responsibilities. It will also free up our Programs Director to spend more energy on data tracking, program evaluation, and future directions. New Initiative How does the organization identify new initiatives/projects? We identify new initiatives and projects through a variety of ways. Most recently, we took on the administration of Healthier Boynton Beach. As we had already been a part of the collective impact work already happening in the community, we felt it was a natural extension of our role. The families being served needed community-based representation, and through our participation, we had already built a rapport with the individuals being served. It was put out to a vote in the community, and the community voted for us. Prior to the pandemic, Pathways held, at minimum, an annual town hall meeting and subsequent community planning sessions to solicit community feedback and develop an action plan to address the issues raised/prioritized. For example, when our community was in need of healing after several traumatic events involving law enforcement, we created opportunities for the police and residents to engage, When our parents had trouble getting their kids back to school after COVID- 19 related closures, we brought in experts to help strategize, We often start from a place of advocacy for our participants and then define our role from there. Sometimes it is our place to explore or inform about an issue, create connections, identify resources, or bring in an expert. Or, we may develop an activity, initiative, or even a new program to address an issue ourselves, in conjunction with and on behalf of our community and partners. Ultimately, every new project, program, activity, or initiative offered by Pathways to Prosperity is born from an expressed community need. We listen, engage, plan, and act in a manner that is responsive to the voice of our community. Program n Where will the program take place and is it withing the City of Boynton Beach Municipal Boundaries? We will host classes at our offices located at 839 East Ocean Avenue in Boynton Beach and/or we will utilize the Carolyn Sims Center which we have done in the past. Both facilities are within municipal boundaries. Page 431 of 1598 TargetBeneficiaries* Who are the targeted beneficiaries (i.e., geographic area, persons served, etc.), and how are they selected for the program? (at least 70% of the City's CDBG funds must directly benefit our low and moderate-income citizens)? What documentation is collected to verified clients served are Law-to-moderate-income (LMI)? (Attach additional sheets if necessary) Circles families live within the municipal boundaries of Boynton Beach and are referred to Circles through one of our other programs, one of our community partners, or self-referral as more families and their relatives learn about the program. A minimum of % of clients enrolled will have family income equal to or below 100% of the federal poverty guidelines, income certified upon intake. Other Are you working with other organizations in a cooperative effort on the program? Organizations Yes No Page 432 of 1598 List r aniza io s If yes, please list the other organizations and their role and responsibilities. We work with several partner organizations and programs including Genesis Community Health, our partner in healthcare. All Pathways to Prosperity clients receive health screenings, and for those who are uninsured or without a medical home, referrals are made to Genesis Community Health, where they receive free or sliding scale healthcare. Genesis also provides twice monthly workshops at our agency, with topics including mental health, diabetes management, nutrition and fitness, as well as understanding the links between health, wellness and economic sustainability. Another of our partners, CareerSource, helps Circle Leaders to identify their skillsets, successfully market those skills, and create standout profiles for job searches on the CareerSource website. Through our partnership with CareerSource and Palm Beach County FAA Securing Our Futures Initiative ( FI), Circle Leaders are prioritized for available employment opportunities for which they qualify. ATrust, a division of New York Community Bank, is our financial literacy partner. Local banker and AmTrust employee Audrey Davis, who is an esteemed member of our Board of Directors, provides weekly financial education for both Circles Leaders and their children. ATrust also provides bank accounts to Circles Leaders free of charge. Additionally, we partner with a number of local faith-based organizations. Churches are a wonderful source of recruitment and referrals for Circles. St. John's Missionary Baptist Church has been a long-standing source of support for Pathways to Prosperity, and many of our Circles Allies are recruited from their congregation. Christ Fellowship Church is another one of our faith-based partners, always willing and eager to support in any way necessary. When our families are in need of backpacks and supplies for back-to-school, or toys for children during the holidays, Christ Fellowship answers the call. We recently joined with the newly formed Boynton Beach Faith-Based Alliance, which is composed of several local agencies whose goal is to work together to address the needs of families residing in the Heart of Boynton. Another recent partnership is with Children of Inmates, who will refer formerly incarcerated returning citizens for stability and support through our Circles program. breci lents Fees Does the subrecipient charge fees to its clients? Yes No Program Income Will Program Income be generated form this activity? Yes No Page 433 of 1598 Program Income If yes, explain how will the program income be used? Usage Goa Is/0 Ui ectives/Activity Measures (Descriptive narrative. For multiple projects, please use separate Goal Sheet for each individual project). ProjectlProgram Circles Boynton Beach Title* .................... .................... ..................... ..................—------ Goal 1 Reduce the number of families in poverty in Boynton Beach by 10% over 10 years Objective 1 80% of Circle Leaders will experience an increase in family income after 6 months of participation. Resources Needed We currently report data to our funders but do not have an internal data & Available* management system. We have just hired a development firm to assist us in analyzing our data management needs to address this issue, Start Date* 10/1/2022 Duration* 12 months Objective 2 66% of Circle Leaders will increase Family income by at least 100% after 18 months of participation. Resources Needed Typically cohorts of Circle Leaders start every few months (about 4 &Available cohorts/year) and participate for 18 months. Circles graduates often choose to stay involved for a subsequent 18 months, supporting new Circle Leaders and continuing to work on goals. Outcomes are currently assessed at the 18 and 36-month marks per the Circles USA program model. With an internal data system, we will be able to better track outcomes at the 12-month mark. Start Date 10/1/2022 Duration 12 months Objective 3 10% of Circle Leaders will lift their families out of poverty with a family income of 200% federal poverty level or greater after 36 months of participation. Page 434 of 1598 Resources Needed We need to identify resources for formerly incarcerated returning citizens &Available and ways to support employment placement. Our partnership with Amtrust to provide youth financial literacy while parents are in meetings has brought an inter-generational element to our program and addresses generational poverty issues. Start Date 10/1/2022 Duration 12 months ............ ------------------- ................ .......... Goal 2 n/a Objective 1 Resources Needed & Available Start Date Duration Objective 2 Resources Needed & Available Start Date Duration Objective 3 Resources Needed & Available Start Date Duration ........... .................. E. PROJECT BUDGET Page 435 of 1598 E. PROJECT BUDGET Please list applicant's anticipated expenditures,detailing requested funds and additional funding. Please place C=Cash, I=In-Kind,O=Other Grants, D=Donations beside each amount under"Other Project Funds"to denote the type of funds being used. If funding request is for multiple programs/projects, please provide a separate PROJECT BUDGET for each program/project Line item CABG Funds Other Total Project„Budget Requested Project Funds ADMINISTRATION: Personnel (#1FTE) I50,000 '07,519-0 1757,519 Payroll'faxes& Benefits 15,000 157,614-0 162,614 = Office Supplies 5,000-0 �7"000 ... _.. Copy Supplies Postage 1 1500-0 500 Telephone . ........ 34-O .934 ......�._....._ .- Professional Services fee X6,425-O16,425 (Explain) ® , Other(Insurance) x,200-O 3,200 ........- ........ Other(Facility) 9,040-0 9,040 Other(Admin 9.7%) 42,896-O,D d,2,896 (' PROGRAM: Program Supplies ( 38,675-0 38,675 w ` Conference/professional 10,400-0 10,400 development _ ;disc.-License,Fees,certifications 5,,00 00-O �5 000 etc 55,000 kt27,203-O !482,203 TOTALS Notes: 1. Professional fees include Bookkeeping, accounting,social media,website, IT tech support, program evaluation. 2. Other expenses include insurance-3,200, Facility-9,040, Admin-42,896 (combined on digital version). 3. Program expenses include Program supplies-38,675, Conference/professional development-10,400, Misc.-License, Fees, certifications etc-5,000. (not identified on digital version) Page 436 of 1598 Please list applicant's anticipated expenditures, detailing requested funds and additional funding. Please choose Cash, In-Kind, Other Grants, Donations beside each amount under"Other Project Funds" to denote the type of funds being used. If funding request is for multiple programs/projects, please provide a separate PROJECT BUDGET for each program/project. Project Budget Sheet ADMINISTRATION: ...................... ................... Line Item CDBG Funds Other Funds Other Project Total Project Requested Type Funds Budget Pers onne 1 $ 50,000.00 Other Grants $ 207,519.00 $ 257,519.00 Payr oil Taxe s $ 5,000.00 Other Grants $ 57,614.00 $ 62,614.00 Empl oyee Ben efits $ $ $ Offic e Sup plies $ Other Grants $ 5,000.00 $ 5,000,00 Cop y Sup plies $ $ $ Post age $ Other Grants $ 500.00 $ 500.00 Tele phon e $ Other Grants $ 934.00 $ 934.00 Page 437 of 1598 Prof essi onal Servi ces $ Other Grants $ 46,425.00 $ 46,425.00 Othe r (Expi ain) $ Other Grants $ 109,211.00 $ 109,211.00 TOT ALS $ 55,000.00 $ 427,203.00 $ 482,203.00 F. APPLICANT INFORMATION (Provide a brief description of each) -............................................................................... ............................................................................................................................... ............... ............................. Capacity of Organization Is the agency adequately staffed? Our organization as a whole is adequately staffed. We have 9 full-time employees and 5 part-time employees; we average over 5,000 volunteer hours annually. All our full-time program staff hold a minimum of a Bachelor's Degree, except our Family Support Specialist and our Child Watch Team. All those in leadership positions hold Master's Degrees. Our team is diverse and committed to our community. The Circles Program, in particular, is staffed by a full-time Program Coordinator and a full-time Data Special ist/Outreach coordinator, with oversight and support from our Program Director. Currently, the Program Coordinator position is unfilled. We ensure that all of our staff are continuously trained in their respective domain areas. We are an Accredited agency by Nonprofits First, receiving the highest level for 10 consecutive years. In 2021, Pathways to Prosperity received the Best of Boynton Beach Award in the Community & Social Services category by the Boynton Beach Award Program. In 2015, Pathways To Prosperity was awarded "Nonprofit of the Year" from the Greater Boynton Beach Chamber of Commerce. For the past 12 years, this agency has continuously and consistently delivered the high-quality programming we are known for in the Boynton Beach community. Page 438 of 1598 Mission Explain how this program fits with your mission? Pathways to Prosperity is dedicated to strengthening the community by improving the social, mental, spiritual, economic and emotional well-being of children and families through education and social services. The Circles model understands that the strength of the community as a whole is dependent on the stability of the families and households in the community. Circles uses a combination of education, social services, social connections and emotional well- being to support people on a path out of poverty, Our other programs support people in their lives today, but Circles is unique in that it helps "transition" people beyond poverty, into sustainability and long-term success. It is a transformative experience. It is, indeed, a Pathway to Prosperity. Experience* Please explain your organization experience with the proposed project? Pathways to Prosperity, Inc. ( ) was established in September 2010 and in 2014 was invited by the Town of Palm Beach United Way to pursue the Circles model as a path to self-sufficiency. P2P accepted the challenge to be the lead agency to bring Circles to Palm Beach County. We partnered with S 's Bridges of Palm Beach County initiatives to recruit Circle Leaders and launch the program. We have held a contract with the Children's Services Council of Palm Beach County for the past 12 years and they have consistently provided funding for the Circles Program. In July, we will be starting our 7th year under contract with Palm Beach County Financially Assisted Agencies (FAA), and our 4th year as an FAA Securing Our Future Initiative ( l) provider under contract with Palm Beach County Community Services Division to bring the Circles model specifically to families with children at home under 18 years old whose income is, at most, 0% of the federal poverty level. Over the years, we have developed a responsive program, a solid team, supportive funding partners, trusting community members and volunteers, and an expansive network of partners and resources. We have successfully administered this program for almost a decade, serving 100 families each year, with consistent results. Staffing Capacity* Who works on the project directly and indirectly? emberley Bush ( Agency Director) - As the Executive Director and Co-Founder of Pathways to Prosperity, Ms. Bush is charged with the agency's mission to strengthen the community by improving social, mental, spiritual, economic, and emotional well-being of children and families in Palm Beach County. She is a native of Palm Beach County and has worked in the field of social work for over 30 years. She is committed to serving in her community, and is an active board member of the Transitional Outreach Program, Genesis Community Health, Co-founder of From the Ground Up Consulting Group, Boynton Beach Chamber of Commerce, and the Black Chamber of Commerce of Palm Beach County. Kemberly's vision is to develop Pathways to Prosperity into a model program that is embraced by the community and ensures that children and families reach their full potential. Kemberley provides general oversight and leadership for the Circles initiative. She provides staff cs'n®ni6nn nnrl oval'intinn nc mall nc rnvEntnrc nrnnrnm n'itrnmoc and nmrfininnnt a®®al"atinnc Page 439 of 1598 vurrv. v suave a u...n v v uaa,su v.va® uv rr va® u.. .v r.v rr cJ tsa vye u®a a vua.vv.a.vv 4...v hsu®cay.l,ru®®c v v uauuc®va ae,s, oversees budgeting and program development. Tara Hails (ProgramDirector) - Tara provides administrative support to the Executive Director and the Board of Directors, including planning, research, communications, personnel, recordkeeping, property management, and bookkeeping. She provides oversight of the Circles program, ensuring deliverables are met, verifying, gathering and disseminating data and outcomes to funders and other stakeholders, and facilitates marketing, recruitment and hiring of Circles staff. Tara monitors and tracks program expenditures, submitting for reimbursement and allocating funds to appropriate and allowable programs based on funder requirements. Tara joined P2P in 2011 under our BRIDGES program after an extensive career in the banking and insurance industries. She has served as our Program Director for the past 8 years. Circles Coordinator (1) FIT - open position - The Circles Coordinator's primary role is to work outwardly with the community. Responsibilities will include marketing, sharing the Circles Program and Success Stories, building relationships with prospective funders, and working with different volunteer groups. Responsible for recruiting, organizing, managing and supporting the leadership of the volunteer groups. Elsa Galioto (Recruitment & Data Management Specialist) - Elsa holds a BA Degree in Intercultural Communications fro A . She manages data entry and reports for Circles, is responsible for recruitment and scheduling of Circles Leaders and Allies, and supports with other activities as needed. Craig Davis (Coach) - Craig is retired postal worker who worked in the Boynton Beach community for over 30 years. Craig is a minister at St. John's Missionary Baptist Church and has a heart for the people. He served as an Ally in year 1 and "fell in love" with the Circles initiative. Cameron Simmons (Coach) - Cameron grew up in Boynton Beach, left to go to college, but returned to the community after graduation to provide assistance to the residents. Cameron is a full time teacher for the School District and a football coach for the Boynton Beach Bulldogs. andi Marks (Coach) - Randi is a Circles graduate from 2014. She accomplished all of the SMART goals that she established as a Circles Leader. Craig Davis was her Circles Ally and she credits him with holding her accountable to complete her education and receive aBachelor's Degree in Legal Studies. Randi is currently employed full-time with the Federal Government Court Systems and works PIT with Circles as a Coach. Gerard McKently (Outreach) - Gerard has endless contacts within Palm Beach County. He has established a Circles Steering Committee, composed of local leaders to ensure that we continue to market the initiative and highlight its many successes. Gerard formerly worked with South County Mental Health providing case management services throughout Palm Beach County. He has Bachelor's Degree in Music Education. Alcoia Bush (Family Care Specialist) - Alcoia has consistently volunteered for P2P at various events, offering her services as a licensed Cosmetologist to participants going on job interviews and providing services for students during our annual Back to School Health Fair. Alcoia joined the Circles movement as a Circle Leader in the 2017 class. One of her goals was to open her own Hair Salon which she accomplished. She is a FIT Family Support Specialist, assisting with the youth component of Circles. When she is not working with the youth, she performs administrative duties and is contacting former Circles graduates while working to create an alumni group. Page 440 of 1598 CDBG Fund Maintenance* Will all CDBG funds awarded be maintained in a manner that they will be accounted for separately and distinctly from other sources of revenue or funding? Provide a brief description of the applicant's policies and procedures that ensure funds will be tracked appropriately. Yes. Each grant is set up with its own account and grant-related expenditures are all tracked as such. We use Quickbooks Plus to manage all revenues and expenses. QuickBooks provides for separate, self-balancing sets of accounts, in accordance with Generally Accepted Accounting Principles and Procedures (GAPP) for Nonprofits. An Independent Audit is performed annually. We hold multiple government contracts and have held and successfully executed multiple contracts with the City of Boynton Beach. We are accredited by NonProfits First with a rating of "Excellence and a rating of "Give with Confidence" and a score of 100 out of 100 by Charity Navigator. Page 441 of 1598 Policies and Procedures Does the applicant have written policies and procedures? How often are these policies and procedures updated? Provide a brief list of the topics covered in the applicant's policies and procedures. The City of Boynton Beach may request a copy for review during the application and award process or as part of the grant monitoring process. Yes. Policies and procedures are reviewed annually by the full board of directors at the annual board meeting, held on the last Thursday of November. Some topics covered include: • Responsibility • Individual Personnel Files • NonDiscrimination • Employee Status and Benefits Eligibility • Compensation • Benefits • Employee Development • Code of Conduct/Termination of Employment • Office Security • E-mail • Health and Safety • Outside Employment • Personal Mail • Personal Telephone Calls • Daily Attendance & Tardiness • Drug Free Workplace • Whistleblower Policy • Confidentiality Policy statement • Workplace Violence • Communications with the Media Page 442 of 1598 Track Expenditures Is the applicant's financial management system able to track actual expenditures and outlays with budgeted amounts for each grant or subgrant? Provide a brief summary of the organization's process for tracking expenditures, including tracking budgeted versus actual amounts. Yes. Office expenditures requested by staff are presented in writing with a vendor's quote, then reviewed and approved by the Programs Director first. We submit check requests weekly to the bookkeeper for reimbursements. The CEO sighs off on checks produced. Financial statements are produced monthly and provide a breakdown of income and expenses by programs that follow revenue and disbursements, prepared in accordance with GAAP and standards of accounting and reporting established specifically for non-profit organizations. The general ledger is used to accumulate all financial transactions and is supported by subsidiary ledgers that provide details for certain accounts in the general ledger. Budgeted amounts per line item are recorded. Monthly reports of budgeted v actual are provided to the Board of Directors. Quarterly financial updates are reviewed with management-level program staff to review allowable program expenditures, Internal Controls* Does the applicant have effective internal controls in place to ensure that federal funds are used solely for authorized purposes? Provide a brief description of the applicant's internal controls that will provide reasonable assurance that the award funds will be managed properly. Yes. We have internal controls to serve as checks and balances to reduce the risks of misuse and misappropriation of assets, including strong physical controls, separation of duties, transparency and periodic/ surprise reviews. Internal controls address individuals in 4 areas: those with access to assets; those with access to accounting systems & accounting records; those in management or control positions; and those exercising independent oversight, including our Board of Directors. Some internal control policies include requiring two signatures on all checks, advance approval for expenditures and reimbursements, two people count cash, background checks are conducted for anyone with money handling responsibilities, Cash and financial documents are kept in a locked drawer in a locked office. Procedures are specified for how to handle an allegation of misuse or misappropriation of assets. Records RetentionPolicy* Does the applicant have a documented records retention policy? If so, briefly describe the policy and confirm that the policy complies with federal regulations. Information on Records Retention and Access can be found at 2 C.F.R § 200.333-200-337. Yes. To provide an accurate and auditable record of all financial transactions, the organization's books, records, and accounts are maintained in conformity with Generally Accepted Accounting Principles and Procedures (LAPP). Records will be maintained for the periods sufficient to satisfy IRS regulations and other legal needs as may be determined. Record retention requirements are reviewed annually with legal counsel and independent auditors to determine any necessary changes. Page 443 of 1598 Governing Body Profile* Governing Body Profile (Does Board membership reflect the community as regards ethnicity, gender and representative of the population served? Is Board Orientation conducted for new members? How often does the Board meet? Please Include Board Member list) Yes, the Board is representative of the community. Our board is made up of empowered Black women who are engaged in this community on many levels and have been for many years. All new board members are oriented to board and receive copies of bylaws, budgets, and all other pertinent agency information. Our bylaws stipulate that we meet at least 6 times per year, CONFLICTG. INTEREST Federal law (24 CFR § 570.611) prohibits persons who exercise or who have exercised any functions or responsibilities with respect to the above grant—or who are in a position to participate in a decision making process or to gain inside information with regard to such activities, may obtain a financial interest or benefit from an assisted activity...either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. Enter the text you want this field to display City Employee or Is there any member of the applicant's staff, member of the applicant's Board of Commission Directors, or office who currently is or has/have been within one year of the date of this Member* application a City employee, or a member of the City Commission? Yes No If yes, please list names: Related to City Is there any member of the applicant's staff, member(s)of the Board of Directors, or Employee or officer(s)who are business partners or immediate family of a City employee, or a Commission member of the City Commission? Mernber* Yes n No If yes, please list names: Funds to Pay City Will the funds requested by the applicant be used to pay the salaries of any of the Employee or applicant's staff or award a subcontract to any individual who is or has been within one Commissioner or year of the date of this application a City employee, or a member of the City Relation Commission? Yes No If yes, please list names: Page 444 of 1598 Signatures REPAYMENT: Funding from this grant program is subject to federal, state and local audit. If a determination is made that these grant funds were used in a manner inconsistent with program guidelines, for an ineligible expense or for expenses reimbursed by another federal, state or local grant/loan program then the awarded entity will reimburse the City of Boynton Beach these funds. SUBMISSION LIC i IS NOT A GUARANTEE OF FUNDING It is the responsibility the applicant to READ AND UNDERSTAND all aspects the CDBG grant program, the application and the CDBG Programrecipient Information and Guidelines. NOTICE TO THIRD I : The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the part of the City of Boynton Beach to any third party. The City is not required to verify that entities that have contracted with the applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which the applicant is directly responsible is sufficient assurance for the City to award loan funding. The applicant certifies to the best of his/her knowledge and belief that the data in this application is true and correct and that the filing of the application has been duly authorized by the governing body of the applicant (if applicable) and that the applicant will comply with all the requirements of this grant if the application is approved. agree n electronic signature, may substitute for the original signature and shall have the same legal ect as the original signature. Signature* Name* emberly Bush ,1 fir'° Title. Date'� CEO 5119/2022 Signature Name aguene Cadet Page 445 of 1598 Title Date Board President 5/19/2422 Page 446 of 1598 G. CONFLICT OF INTEREST Federal law(24 CFR 570.611)prohibits persons who exercise or who have exercised any functions or responsibilities with respect to the above grant—or who are in a position to participate in a decision making process or to gain inside information with regard to such activities, may obtain a financial interest or benefit from an assisted activity...either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. 1. Is there any member of the applicant's staff, member of the applicant's Board of Directors, or office who currently is or has/have been within one year of the date of this application a City employee, or a member of the City Commission? Yes X No If yes, please list names: m 2. Is there any member of the applicant's staff, member(s) of the Board of Directors, or officer(s)who are business partners or immediate family of a City employee,or a member of the City Commission? Yes X No If yes, please list names: 3. Will the funds requested by the applicant be used to pay the salaries of any of the applicant's staff or award a subcontract to any individual who is or has been within one year of the date of this application a City employee,or a member of the City Commission? Yes X No If yes, please list names: Page 447 of 1598 REPAYMENT: Funding from this grant program is subject to federal,state and local audit. If a determination is made that these grant funds were used in a manner inconsistent with program guidelines,for an ineligible expense or for expenses reimbursed by another federal, state or local grant/loan program then the awarded entity will reimburse the City of Boynton Beach these funds. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the CDBG grant program,the application and application guidelines. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the part of the City of Boynton Beach to any third party. The City is not required to verify that entities that have contracted with the applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which the applicant is directly responsible is sufficient assurance for the City to award loan funding. The applicant certifies to the best of his/her knowledge and belief that the data in this application is true and correct and that the filing of the application has been duly authorized by the governing body of the applicant(if applicable) and that the applicant will comply with all the requirements of this grant if the application is approved. Name: Kemberly Bush Signature: Title: CEO Date: ry Name: Mauene Cadet. Esq _ Signatur Title: Board President Date• Page 448 of 1598 ADDITIONAL ATTACHMENT Agency Articles of Incorporation •Agency By-laws, and • Tax Documents submitted to the Internal Revenue Service (IRS) Page 449 of 1598 Electronic Articles of Incorporation N10000008831 FILED For September 0, 2010 e PATHWAYS TO PROSPERITY, INC. cgolden The undersigned incorporator, for the purpose of forming a Florida not-for- profit corporation, hereby adopts the following Articles of Incorporation: Article I The name of the corporation is: PATHWAYS TO PROSPERITY, INC. Article II The principal place of business address: 223 N.E. 12 AVENUE BOYNTON BEACH, FL. 33435 The mailing address of the corporation is: 900 N. SEACREST BLVD BOYNTON BEACH, FL. 33435 Article III The specific purpose for which this corporation is organized is: TO STRENGTHEN THE COMMUNITY BY IMPROVING THE SOCIAL, MENTAL,❑Q SPIRITUAL, ECONOMIC AND EMOTIONAL WELL-BEING OF CHILDREN AND❑❑FAMILIES THROUGH EDUCATION AND SOCIAL SERVICES. Article IV The manner in which directors are elected or appointed is: AS PROVIDED FOR IN THE BYLAWS. Article V The name and Florida street address of the registered agent is: ST JOHN MISSIONARY BAPTIST CHURCH, INC 900 N. SEACREST BLVD. BOYNTON BEACH, FL. 33435 Page 450 of 1598 I certify that I am familiar with and accept the responsibilities of N10000008831 registered agent. FILED ptember 20, 2010 Sec. Of State Registered Agent Signature: LANCE CHANEY cgolden Article VI The name and address of the incorporator is: REV LANCE CHANEY 4312 POMELO BLVD BOYNTON BEACH, FL 33436 Incorporator Signature: LANCE CHANEY Article VII The initial officer(s) and/or director(s) of the corporation is/are: Title: C LANCE CHANEY REV 4312 POMELO BLVD BOYNTON BEACH, FL. 33436 US Title: VC LEE S REVIA 507 N.W. 8TH AVE BOYNTON BEACH, FL. 33435 US Title: S MARK KARAGEORGE 240 A MAIN BLVD BOYNTON BEACH, FL. 33435 Title: M RUBY ALLEN 4536 WOKKER DRIVE LAKE WORTH, FL. 33467 Article VIII The effective date for this corporation shall be: 09/18/2010 Page 451 of 1598 TO PWC PATHWAYS TO PROSPERITY, INC. BYLAWS ARTICLE I - NAME & PURPOSE SECTION 1: The name of the organization is called Pathways to Prosperity, Inc. SECTION 2: Pathways to Prosperity program shall operate as a program of St. John Missionary Baptist Church and is a 5010 organization whose sole purpose is to provide services to communities which include, but are not limited to: case management, adult and youth education, life skills training, employment placement and retention training, budgeting and finance classes, youth after school programs and other social activities. ARTICLE II - BOARD MEMBERS SECTION 1: The Board of Directors shall have the right to deny, or terminate, the membership of another board member according to the Board policies. SECTION 2: Each voting member of Pathways to Prosperity Board of Directors has one vote per scheduled meeting. ARTICLE III - MEETINGS OF BOARD OF DIRECTORS SECTION 1: The Board will meet 6 times per year. The dates of the meetings shall be set by the Board of Directors who shall also set the time and place. SECTION 2: Special meetings. Special meetings may be called by the chairperson,the Executive committee, or a simple majority of the Board of Directors. SECTION 3: Notice. Notice of each meeting shall be given to each voting member by mail and/or email. Each Board Member is distributed an annual calendar of scheduled meetings for each year. Read ahead documents will be forwarded via e-mail to each Board Member within 48 hours of upcoming Board meeting. ARTICLE IV - BOARD OF DIRECTORS SECTION 1: Board role, size, composition. The Board is responsible for overall policy and direction of Pathways to Prosperity programs, and delegate responsibility day to day operations P2P BYLAWS AMENDED 08/27/20 Page 452 of 1598 to the CEO/Executive Director and staff. The Board shall have up to 12, and no less than five members. The Board receives no compensation other than reasonable expenses. SECTION 2: Meetings. The Board shall meet at least 6 times during the year at an agreed upon time and place. SECTION 3: Board Elections. Elections shall be held at the end of every year in accordance with the Board members term. SECTION 4: Board Governance Committee. A Board Governance Committee shall be appointed by the Board to represent diverse aspects of the organization as needed. The Board Governance Committee shall meet as necessary.The Board Governance Committee shall be responsible for Board training and leadership development. SECTION 5: Board Fund Development Committee. A Board Fund Development Committee shall meet as necessary and is responsible for researching and presenting to Board of Directors suggestions for Activities and Events to generate funding for the agency. SECTION 6: Election Procedures. The Board of Directors will vote on potential Board members, Officers and Committee members on the recommendation of the Board Governance Committee. The election will be held in accordance with the election procedures established by the Board of Directors. SECTION 7: Terms. All Board members shall serve three year terms, but are eligible for re- election. However, no Board member shall serve more than (3) three year terms, unless agreed upon by full Board. SECTION 8: Quorum. A quorum must be attended by at least 60 percent of the Board members before business can be transacted or motions made or passed. SECTION 9: Notice. Notice of each meeting shall be given to each voting member by mail and/ or e-mail. Each Board Member will be distributed an annual calendar of scheduled meetings for each year. Read ahead board documents will be forwarded vial e-mail to each Board Member within 48 hours of upcoming meeting. SECTION 10: Officers and Duties. There shall be four officers of the Board consisting of a Chair, Vice—chair, Secretary, and Treasurer. The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Executive committee to preside at each meeting in the following order: Vice—chair, Secretary or Treasurer. The Vice—chair will chair committees on special subjects as designated by the Board. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at P2P BYLAWS AMENDED 08/27/20 Page 453 of 1598 all Board meetings, sending out meeting announcements, distributing copies of minutes and thea n a to each Board member, and assuring that corporate records are maintained. The Treasurer shall make a report at each Board meeting. The Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fund raising plans, and make financial information available to Board members. SECTION 11: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from the Board Governance Committee two weeks in advance of a Board meeting. These nominations shall be sent out through the Board Governance Committee to Board members with the regular Board meeting announcement to be voted upon at the next meeting. All vacancies will be filled only to the end of the particular Board member's term. SECTION 12: Resignation, Termination, and Absences. Resignation from the Board must be in writing and received by Secretary. A Board member can be dropped for excess absences from the Board if he or she has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a majority vote of the remaining directors. SECTION 13: Special Meetings. Special meetings of the Board shall be called upon the request of the chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member post marked two weeks in advance or as early as possible. ARTICLE V - COMMITTEES SECTION 1: The Board may create committees as needed. There shall be four standing committees— Executive, Fund Development, Finance/Audit, and Governance Committees. The Board chair appoints all committee chairs. Committee chairs must be members of the Board. SECTION 2: The four officers serve as the members of the Executive Committee. The Executive Committee shall review the performance of the Executive Director. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors. SECTION 3: Finance/Audit Committee. The Treasurer shall serve on the Finance Committee, which includes two other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, and annual budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be October to September. Quarterly reports are required to be submitted to the Board showing income, expenditures and pending income. 1321) BYLAWS AMENDED 08/27/20 Page 454 of 1598 SECTION 4: Executive Committee and Hiring Policy. The Executive Board is responsible for hiring the Executive Director. The Executive Director is responsible for hiring and supervising other staff. The Executive Committee shall operate as a grievance committee, and is responsible for developing a personnel policy. SECTION 5: Board Governance Committee. The Board Governance Committee responsibilities are spelled out according to Article IV Section 4. ARTICLE VI - DIRECTOR AND STAFF Section 1: Executive Director. The Executive Director is hired by the Board Executive Committee. The Executive Director has day to day responsibility for the organization including carrying out the organization's goals and Board policy. The Executive Director will attend all Board meetings, report on the progress of the organization, answer questions of Board members and carry out the duties described in the job description. The Board can designate other duties as necessary. ARTICLE VII - AMENDMENTS SECTION 1: These Bylaws may be amended when necessary by the majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements. These Bylaws will be reviewed at least every 3 years by the Board of Directors. P2P BYLAWS AMENDED 08/27/20 Page 455 of 1598 Form 990 Return of Organization Exempt From Income Tax OMB No.1sasoa47 (Rev,January 2020) Under section 501(c),$27,or4947(a)(1)of the Internal Revenue Code(except private foundations) 2019 Departrerrt of the Treasury ► Do not enter social security numbers on this form as It may be made public. Open to Public Irdemal Revenue Service ► Go to www.1rs.gov1F0rm990 for instructions and the latest information, i�te 8 fi A For the 2019 calendar year,or tax year beginning 10-01 2019,and ending 09_90®........ _ ,2020 S Chedr if applicable: C Nama of orgenlzotionPATHWAYS TO PROSPERITY, INC. o Employer ldent ficatlon number 11Addresschange D&VWeinessas p 27-3550271 ._.m ., ❑ Name change Number and street(or P.Q.box it marl rs not delivered to street address) Roonvauile E Telephone number ❑ Met return X00 N SEACREST BLW ......... _._ _ (561)736-1111 ❑ Final rehrnItarminatod City or tmn,state orpravince,country,and ZIP or foreign postal code G Gross receipts ❑ Amended return 1330TWO151 BEACH. FL 33435 6 1,032 607 ❑ Application pending F Name end address of principal officer:REVIA LEE - N(al la tbfc a getup return far 8WXff ,sten? Yea No tAM AS C ABOVE H(b)Are all subordinates included? ❑Yes ❑No 1 Tax a status: 501Ic)(3) 507{c�C tl need,nod 4997 sI(1)a 527 H'NA"atlsch a rwt(see kvwudions) _, J Webalta ► NA Htc) Group exemption number ► ........_ _._ T y .. .. _. .. K_ Form of arganrmtiom corporation Tmat AssoGatian ether 1 Yew of famatian 2 Q10 1 M State of Irgafi domicile: FL Summary _._... ........ 1 Briefly describe the organization's mission or most significant activities: TO DROVE THE SOCIAL SPIRITUAL ECONOMIC AND EMOTIONAL WELL BEING OF CHILDREN AND FAMILIES THROUGH EDUCATION AM SOCIAL SERVICES. c w _............... ... . _............. ®... iw c 2 Check this box 1 [!if the organization discontinued its operations or disposed of more than 26%of its net assets. 0 3 Number of voting members of the governing body(Part VI,line 1s) • • . • • • • , • • • . . 3 10 Is 4 Number of independent voting members of the governing body(Part VI,line 1b) . • n ,_ • . ( 4 1 10 } 5 Total number of individuals employed In calendar year 2019(Part V,line 2a) .. 5 15 5 Total number of volunteers(estimate if necessary) • • . . . . . . .. . . . _ . . , . . . 6 150 a 7a Total unrelated business revenue from Part VIII,column(C),line 12 . 7a _... 0 It Net unrelated business taxable income from Form 990-T,line 39 . ; ,. . 7b _....._ .m_ 0 11 PrlorYear Current Year 8 Contributions and grants(Part VIII,line 1 h) . . . . . . • . . .. • .. , 861 X313 1,032 X607 3 9 Program service revenue(Part VIII,line 2g) . . . . , ,. . . , _ :. . . P 0 m 10 Investment income(Part Mil,column(A),Ones 3,4,and 7d) • . . r... .. ... _... ...... 0 11 Other revenue(PartVlll,column(A),lines 5,6d,8c,9c,10c,and lie) .; • • 0 12 Total revenue-add fines 8 through 11 (must equal Part VIII,column(A),line 12) 861 L313 , 1,.032 607 13 Grants and similar amounts paid(Part IX,column(A),lines 1-3) • • • • • , . . - I.��.... 33 r 000 37,500 14 Benefits paid to or for members(Part IX,column(A),lute 4) • • • • , , . • • •_ . „ • • • 0 m 15 Salaries,other compensation,employee benefits(Part IX,column(A),lines 5-10) « . =e 566,110 606,868 c 16a Professional fundraising fees(Part LX,column(A),line 11 e) . . . . . . • . . . . • . 0 CL b Total fundraising expenses(Part IX,column(D),line 25) 11, „0 17 Other expenses(Part IX,column (A),lineslla-11d, 91f-24e) 318,328 329735 18 Total expenses. Add lines 13-17(must equal Part IX,column(A),line 25) 917,438 974,103 19 Revenue less expenses. Subtract line 18 from line 1256 12 - ,.®._... a _�®E 5� 513 504 `o i Beglnning of CurreMYear End of Year 20 Total assets(Part X,line 16) • • , , • . , , • , , . . 190,398 400,37Q 21 Total liabilities(Part X,line 26) • • • • • • • • • • , , . • , 29,3741 180z 852 m, 22 Net assets or fund balances. Subtract line 21 from line 20 • • • . • . • . • _ Z" - 161,0141 219,528 Part 11 Signature Block Under penalties of perjury.I declare that I have examined this ratan,WOO dlrtg acronpari ft schedules and statements,and to the best of my lu> Wedge and belief,It is true•coned,and complete.Declaration of preparer(other than officer)is based on all irrfamraticn of which preparer has any knaMedge_ � ... W REVIA LEE Sign Signature afolticer rate Here REVIAwLEE, CHAIRPERSON ®_...._._. __. ........ _ ..... . . Type or print name and fills e.. .. PrirwType preparer's llama PrepaWs signature I Check v PTIN Paid i Senora ilcerr Wa:rd� CPA � .ice `d _d x � rc ' 9-22-2021 _.. selr�miJ o P00961'711 Preiparer t Firms name ► tN1,RD AND f71kTy PAFirm's EIN Use Only ► �., .. .� .n �4Fimn'swdress !► 5725 CORPORATE WAY SUITE 106 Phaneno. .. WEST ,PALM_BEACH FL 33407 m_ 8 561-697 946 May the IRS discuss this return with the preparer shown above?(see instructions) For Paperwork Reduction Act Notice,see the separate instructions. Farm 490(2019) EE" Page 456 of 1598 Form 990 019) pATHpAyS To pROSpERITy, INC. 27-3550271 Paget art Statement of Program Service ccomplishments Check if Schedule O contains a resnse or note tpjeiy line in this Part III , . . . . . . . . 7 Briefly describe the organization`s mission: TO IMPROVE THE SOCIAL SPIRITUAL ECONOMIC ANC) EIM3OTIONAL WELL BEING OF CHILDREN AM _FAMILIES THROUGH EDUCATION AND SOCTnr. SERVICES, 2 Did the organization undertake any significant program services during the year which were not listed on the prior Form 990 or 990-EZ? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑Yes ® No If'Yes,"describe these new services an Schedule 0. 3 Did the organization cease conducting,or make significant changes in how it conducts,any program services? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑Yes No If'Yes,"describe these changes on Schedule 0. 4 Describe the organization's program service accomplishments for each of its three largest program services,as measured by expenses.Section 501(c)(3)and 501(c)(4)organizations are required to report the amount of grants and allocations to others, the total expenses,and revenue,If any,for each program service reported. 4a (Code: ) (Expenses $ 892,795 including grants of $ 37 50.0 ) (Revenue $ See SERVICES page for a description of this pp�ro ram service. 4b (Code ) (Expenses $ including grants of $ ) (Revenue $ 4c (Code. ) (Expenses $ including grants of $ } (Revenue $ ) 4d Other program services(Describe on Schedule O.) (Expenses $ includirr rants of $ ) (Revenue $ 4e Total program service expenses i 8924795. EEA _ Form 990(2019). Page 457 of 1598 Form 990(2019j PATHWAYS TO PROSPERITY INC. 27-3550271 Page 3 Chet iNst o Required Schedules Yes No 1 Is the organization described in section 501(c)(3)or 4947(a)(1)(other than a private foundation)?ff'Yes, complete Schedule A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . „ _ 7 X 2 Is the organization required to complete Schedule A Schedule of ContrEbutors(see instructions)? • • • • • . • . • . . , _ 2 X 3 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office?If"Yes,"complete Schedule C,Part 1 • • • • • • • . . . . . . . . . . . . . . . . . . 3 X 4 Section 501(c)(3)organizations. Did the organization engage in lobbying activities,or have a section 501(h) election in effect during the tax year?ff"Yes,"complete Schedule C,Part 11 . • . . . . . . . . . . . . . 4 X 5 Is the organization a section 501(c)(4),601(c)(5),or 501(c)(6)organization that receives membership dues, assessments,or similar amounts as defined in Revenue Procedure 98-19?If"Yes,"complete Schedule C,Part!f! 5 6 Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts?If Nes,"complete Schedule D,Part I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , 6 X 7 Did the organization receive or hold a conservation easement,including easements to preserve open space, the environment,historic land areas,or historic structures?If"Yes,"complete Schedule D,Part 11 , : 7 X 8 Did the organization maintain collections of works of art,historical treasures,or other similar assets?If"Yes," complete Schedule D,Part!11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . R , . . . . . 9 Did the organization report an amount in Part X,line 21,for escrow or custodial account liability,serve as a custodian for amounts not listed in Part X;or provide credit counseling,debt management,credit repair,or debt negotiation services?If"Yes,"complete Schedule D,Part IV . . . . . . . . . . . . . . . . . . • _ ,. . . y . 9 X 10 Did the organization,directly or through a related organization,hold assets In donor-restricted endowments or in quasi endowments?If"Yes,"complete Schedule D,Part V . • . . • . . • . . . . . . . . . „ ,. E . 10 X 11 If the organization's answer to any of the following questions is"Yes,"then complete Schedule D,Parts M. VII,VIII,IX,or as applicable. a Did the organization report an amount for land,buildings,and equipment in PartX,line 10?If"Yes," complete Schedule D,Part VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . _ Ila X b Did the organization report an amount for investments-other securities in Part X,line 12,that is 5%or more of its total assets reported kr Part X,line 16?ff"Yes,'complete Schedule D,Part VIl • • • • • • • • • . . . . • . . . . . . 11 b X c Did the organization report an amount for investments-program related in Part X,line 13,that is 5%or more a of its total assets reported in Part X,fine 16?If'Yes,'complefe Schedule D,fart Vill • • • . . . . . . . . . . . • 3 . . . 11C X d Did the organization report an amount for other assets in Part X,line 15,that is 5%or more of its total assets reported In Part X,line 16?If"Yes,"complete Schedule D.Part IX . • . . • • . , • • • . , • . . . . . . . . • . , . . . . . 11d X e Did the organization report an amount for ether liabilities in Part X,One 25?ff"Yes,"complete Schedule D,PartX Ile X f Did the organization's separate or consolidated financial statements for the tax year include a footnote that addresses the organization's liability for uncertain tax positions under FIN 48(ASC 740)?If 'Yes,"complete Schedule D,PartX „ , 1 if X 12a Did the organization obtain separate,independent audited financial statements for the tax yeah?If 'Yes,"template Schedule D, Parts X!and X11 . . . . . . . • . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12a X b Was the organization included in consolidated,independent audited financial statements for the tax year?ff °Yes"and Y the organization answered"No"to fine 12a,then completrngr Schedule D,Parts X1 andXll is optional . • . . . . . . . 12b X 13 Is the organization a school described in section 170(b)(1)(A)(ii)?ff"Yes,"complete Schedule E . . . a 13 X 14a Did the organization maintain an office,employees,or agents outside of the United States? • . . . . • 14a X b Did the organization have aggregate revenues or expenses of more than$10,000 from grantmaking, fundraising,business,investment,and program service activities outside the United States,or aggregate foreign investments valued at$100,000 or more?If"Yes,"complete Sdhedule F,Parts I and!V • • • - 14b X 15 Did thea organization report on Part IX,column rg po (A),One 3,more than$5,000 of grants or other assistance to or for any foreign organization?If"Yes,"complete Schedule F,Parts 11 and IV . . . . . • , . . . . . 15 X 16 Did the organization report on Part IX,column(A).One 3,more than$5,000 of aggregate grants or other assistance to or for foreign individuals?If"Yes`complete Schedule F,Parts N and tV . . . . . . . . . . A . ,, 16 , X 17 Did the organization report a total of more than$15,000 of expenses for professional fundraising services on Part IX,column(A),lines 6 and 1 le?ff"Yes,'complete Schedule G,Part I(see instructions) • • • • • 17 X 18 Did the organization report more than$15,000 total of fundraising event gross income and contributions on Part VIII,lines 1c and SO P "Yes,"complete Schedule G,Part II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . qg X 19 Did the organization report mon:than$15,000 of gross income from gaming activities on Part Vill,line 9a? If"Yes,"complete Schedule G,Part 111 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . , 19 g 20 a Did the organization operate one or more hospital facilities?If"Yes.`complete Schedule H . • • . • • . 20a X b if"Yes"to One 20a,did the organization attach a copy of its audited financial statements to this return? • • . . . . . 20b 21 Did the organization report more than$5,000 of grants or other assistance to any domestic organization or domestic government on Part IX,column(&fine 1?ff"Yes"complete Schedule/,Parts I and 11 � . _ . . . „ . . . . e 21 X EEA Form 990(2019) Page 458 of 1598 Form 990 2099} PATHWAYS TO PROSPERITY, INC. 27-3550271 Page 4 Pi !'l Checkiist of Required Schedules (continued) Yes No 22 Did the organization report more than$5,000 of grants or other assistance to or for domestic individuals on Part IX,column(A),line 2?if "Yes,'complete Schedule/,Parts 1 and!!! • , . - 22 23 Did the organization answer"Yes"to Part VII,Section A,line 3.4.or 5 about compensation of the organization's current and former officers,directors,trustees,key employees,and highest compensated employees?If"Yes,"complete Schedule J . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 X 24a Did the organization have a tax-exempt bond Issue with an outstanding principal amount of more than $100,000 as of the last day of the year,that was issued after December 31,20027 IF "Yes,"answer lines 24b through 24d and complete Schedule K If No,"go foby 256 . . . . . . . . . . . . . . . . . . . . . . . . , v . . 2qa X b Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception? . .. . . 24b c Did the organization maintain an escrow account other than a refunding escrow at any time during the year todefease any tax-exempt bonds? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24c d Did the organization act as an"on behalf of issuer for bonds outstanding at any time during the year? 24d 25a Section 501(c)(3),501(c)(4),and 501(c)(29)organizations.Did the " organization engage in an excess benefit transaction with a disqualified person during the year?If"Yes,"complete Schedule L,Part f . . . . . . . ,. , 25a X b Is the organization aware that it engaged In an excess benefit transaction with a disqualified person in a prior year,and that the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ? 1f "Yes,"complete Schedule L,Part 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25b X 26 Did the organization report any amount on Part X,line 5 or 22,for receivables from or payables to any current or former officer,director,trustee,key employee,creator or founder,substantial contributor,or 35% controlled entity or family member or any of these persons? If"Yes,'oompfete Schedule L,Pari 11 3 . . 26 X 27 Did the organization provide a grant or other assistance to any current or former officer,director,trustee,key employee,creator or founder,substantial contributor or employee thereof,a grant selection committee member,or to a 35%controlled entity(including an employee thereof)or family member of any of these persons?If'Yes,"complete Schedule L,Part fll . . . . . • . . . . . . . . . . . . . . . . . . . . . , , . . 27 X 28 Was the organization a party to a business transaction with one of the following parties(see Schedule I_,Part IV instructions,for applicable filing thresholds,conditions,and exceptions): a A current or former officer,director,trustee,key employee,creator or founder,or substantial contributor?If "Yes,"complete Schedule L,Pari N . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28a X b A family member of any individual described in line 28a?lf'Yes,"complete Schedule L,Part IV - • - • . . 28b X c A 35%controlled entity of one or more individuals and/or organizations described In lines 28a or 28b?!f "Yes,"complete Schedule L,Part RV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A 280 X 29 Did the organization receive more than$25,ODO in non-cash contributions?ff"Yes,"complete Schedule M • j • . • . a . . 29 X 30 Did the organization receive contributions of art,historical treasures,or other similar assets,or qualified conservation contributions?ff 'Yes,"complete Schedule M • • - • . . . . . . . . . . . . . . . . . . 9 • 30 X 31 Did the organization liquidate,terminate,or dissolve and cease operations?If 'Yes,"complete Schedule N,Part I ,• 31 X 32 Did the organization sell,exchange,dispose of,or transfer more than 25%of Its net assets? If "Yes," complete Schedule N,Part H. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . • 32 X 33 Did the organization own 100%of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3?ff'Yes,"complete Schedule R,Part f • • • • • • • • • • • . - . .. . • . . . , . 33 X 34 Was the organization related to any tax-exempt or taxable entity;'if"Yes,'complete Schedule R,Part 11,ill, or IV,and Part V,line 1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e . . , . . 34 X 35a Did the organization have a controlled entity within the meaning of section 512(b)(13)? • - • • • • . . , . . e . . . . 3558' X b If"Yes"to Ane 35a,did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)?ff'Yes,"complate Schedule R,Part V,fine 2 • 35b X 36 Section 501(c)(3)organizations. Did the organization make any transfers to an exempt non-charitable related organization?lf"Yes,"complete Schedule R,Part V,line 2 . . . . . . . . . . . . . . . . . . . . „ „ . , . R . 36 X 37 Did the organization conduct more than 5%of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes?M"Yes,"complete Schedule R,Part VI a 37 X 38 Did the organization complete Schedule 4 and provide explanations In Schedule 0 for Part VI,lines 11 b and 19?Nota:Al Form 990 filers are required to complete Schedule 0. 38 X Part V tatements Regarding Other IRS Filings and Tax Comp lance Check if Schedule O contains a response or note to any line in this Part V R . ; . . . ; . . - . Yes No 1a Enter the number reported in Box 3 of Form 1096. Enter-0-if not applicable - 1a 8 .: b Enter the number of Form W 2G included In line 1 a.Enter-0-if not applicable • • . . • • • • • • P lb O c Did the organization comply with backup withholding rules for reportable payments to vendors and j re arlabte aurin amblir 1 winnin s to rize winners? . . . a Po . . n . .. . . • „ _ - 1c X FFA _ _.- -. Form 990(2019)- Page 459 of 1598 Form 990(2019) PATHWAYS TO PROSPERITY,, INC. 27_-3550271 Page 5 a Statements Regarding Other IRS Filings and Tax Compliance (contrnuedJ ........ Yea No ..w 2a Enter the number of employees reported on f=orm W-3,Transmittal of Wage and Tax Statements,filed for the calendar year ending with or within the year covered by this return • • • • . . . g 2a _ 15 b If at least one is reported on line 2a,did the organization file all required federal employment tax returns?• • • • . 2b X Note:If the sum of lines 1a and 2a is greater than 250,you may be required to a-file(see Instructions) 3a Did the organization have unrelated business gross income of$1,000 or more during the year? • • • • . . . . . .. . . . 3a X b If"Yes,"has it filed a Form 990-T for this year?ff Wo"to rine 3b,provide an explanation in Schedule 0 • • . • . . . . , . . 3b 4a At any time during the calendar year,did the organization have an interest in,or a signature or other authority over, a financial account in a foreign country(such as a bank account,securities account,or other financial account)? . . 4a X b If"Yes,"enter the name of the foreign oountry ► See instructions for filing requirements for FInCEN Form 114,Report of Foreign Bank and Financial Accounts(FGAR). Sa Was the organization a party to a prohibited tax shelter transaction at anytime during the tax year?. So X b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? • _ . . . •. . . 511b X c If"Yes"to line Sa or 5b,did the organization file Form 8886-T? . . . . . . . . . . . . . . . . . . . . . . „ . . . 5c,.:.. 6a Does the organization have annual gross receipts that are normally greater than$100,000,and did the ' organization solicit any contributions that were not tax deductible as charitable contributions? • , . , i 6a es;'did the . . • . . . . . , .......= X b If"Y organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . gb 7 Organizations that may receive deductible contributions under section 170(c). a Did the organization receive a payment in excess of$75 made partly as a contribution and partly for goods and services provided to the payor? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ,. . . . 7a b If"Yes,"did the organization notify the donor of the value of the goods or services provided? , 7b c Did the organization sell,exchange,or otherwise dispose of tangible personal property for which it was required to file Form 8282?. • . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . m . . . . . . . 7c X d If"Yes,"indicate the number of Forms 8282 filed during the year • • • • . . • . • . • • . . . . . . . . . . 7d a Did the organization receive any funds,directly or tndirectty,to pay premiums on a personal benefit contract? _ 79 . X f Did the organization,during the year,pay premiums,directly or indirectly,on a personal benefit contract? • • . • • . . . 7f a X g If the organization received a contribution of qualified intellectual property,did the organization file Form 8899 as required? . . 7gti.. X h If the organization received a contribution of cars,boats,airplanes,or other vehicles,did the organization ft a Form 1098-C? • . • . • • 9 7h X [: : 8 Sponsoring organizations maintaining donor advised funds.Did a donor advised fund maintained by the sponsoring organization have excess business holdings at any time during the year? . , , . . . g 9 Sponsoring organizations maintaining donor advised funds. a Did the sponsoring organization make any taxable distributions under section 4966? • • • • • • b Did the sponsoring organization make a distribution to a donor,donor advisor,or related person? . • . • , • . . . . . ' 9b 10 Section Sol(c)(7)organizations. Enter. a Initiation fees and capital contributions included on Part VIII,fine 12. • . • . , . . . _ , _. . 10a b Gross receipts,included on Form 990,Part VIII,fine 12,for public use of dub facilities - • • . • • . • 10b € 11 Section 501(c)(12)organizations. Enter: _. a Gross income from members or shareholders• • • • • • • • • • • • . . . . . . . . . . . . . 11a b Gross income from other sources(Do not net amounts due or paid to other sources r against amounts due or received from them.) . . . . . • . . . . . . . . . . . . . . ,. . „ . . . . . . . 77 b 12a Section 4947(a)(1)non-axampt charitable trusts. Is the organization filing Farm 990 in lieu of Form 1041? • . . - 12a b If"Yes,"enter the amount of tax-exempt interest received or accrued during the year • . • • . . 12b 13 Section 501(c)(29)qualified nonprofit health insurance Issuers. a Is the organization licensed to issue qualified health plans in more than one state? • • • • - •. 13a Note:See the instructions for additional information the organization must report on Schedule O. b Enter the amount of reserves the organization is required to maintain by the stales in which the organization is licensed to issue qualified health plans . . . . . . . • . . . . . . . , 13b ' c Enter the amount of reserves on hand • • • • . . . . . . . . . . . . . . . . . . . . . . 13 14a Did the organization receive any payments for indoor tanning services during the tax year? t114 X b if"Yes,"has it filed a Form 720 to report these payments?If AlQ"provide an explanation on Schedule 0 • . • - _ 15 Is the organization subject to the section 4960 tax on payment(s)of more than$1,000,000 in remuneration or excess parachute payment(s)during the year? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . „ . . 15 i X If"Yes,"see Instructions and file Form 4720,Schedule N. 16 Is the organization an educational institution subject to the section 4968 excise tax on net investment income? - •. „ 16 X If"Yes,"complete Form 4720,Schedule O. ate` Form 990(2019) Page 460 of 1598 Form 980 12019} PATHIIAYS TO PROSPERITY,. INC. _ 27-3550271 Page 6 Govemance,Managementd Di ,ansclol3ure For each"Yes"response to tines 2 ffrrough 7b below,and fora"No" response to Jin&89,8b,or 10b below,describe the circumstances,processes,or changes in Schedule O.See fnstrucfans. Check if Schedule O contains a response or note to any line in this Part VI . . . action A. Governing Body and Maria ement ' Yn Na le Enter the number of voting members of the governing body at the end of the tax year - • - la 10 If there are material differences in voting rights among members of the goveming body,or If the goveming body delegated broad authority to an executive committee or similar committee,explain an Schedule O. b Enter the number of voting members included in line la,above,who are independent - 1 b 10 2 Did any officer,director,trustee,or key employee have a family relationship or a business relationship with any other officer,director,trustee,or key employee? . . . . . . • . . . . . . • . . . . . . . . . „ . 2 X 3 Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers,directors,or trustees,or key employees to a management company or other person? 3 X 4 Did the organization make any significant changes to its goveming documents since the prior Form 990 was filed? - - 4 X 5 Did the organization became aware during the year of a significant diversion of the organization's assets? _ 5 X 6 Did the organization have members or stockholders? • . . . . . . . . . . . . . . . . . . . . . . .< ® 5 X 7a Did the organization have members,stockholders,or other persons who had the power to elect or appoint one or more members of the goveming body? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17X b Are any governance decisions of the organization reserved to(or subject to approval by)members, stockholders,or persons other than the goveming body? • • • . . . . . . . . . . . . . . . . . . . . . • . 7b X 8 Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the fallowing: a The goveming body? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . , . 8a X b Each committee with authority to act on behalf of the goveming body? • • • . . . . . . . . . . . . ,. F fib X 9 Is there any officer,director,trustee,or key employee listed in Part VII,Section A,who cannot be reached at the organization's mailing,address?ff m "Yes," vxfe the names and addresses on Schedule O . . ,. :, 9 X Section B. P01MOS ( Ns Section B requests Information about poficfes not required by the lntemal Revenue Code.) Yea No 10a Did the organization have local chapters,branches,or affiliates? • • • • • • • • . . . . . . . . . . . .. •• . . .. ...10a X b If"Yes,"did the organization have written policies and procedures governing the activities of such chapters, affiliates,and branches to ensure their operations are consistent with the organization's exempt purposes? 77a Was the organization provided a complete copy of this Form 990 to all members of its goveming body before filing the form? 11a X b Describe In Schedule O the process,if any,used by the organization to review this f=orm 990, 12a Did the organization have a written conflict of interest policy?if Wd,"go to line 13 . . . • . . . . . . . . . . . . . . 12a X b Were officers,directors,or trustees,and key employees required to disclose annually interests that could give rise to conflicts? • • • 12b g c Did the organization regularly and consistently monitor and enforce compliance with the policy?If"Yes," describe in Schedule O how this was done . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . , . . 12c X 13 Did the organization have a written whistleblawer policy? . . . . . . . . . . . . . . . . . . . . , . .. . . 13 X 14 Did the organization have a written document retention and destruction policy? • • • • • • • • • r, • , . . . .: . e 74 X 15 Did the process for determining compensation of the following persons include a review and approval by independent persons,comparability data,and contemporaneous substantiation of the deliberation and decision? a The organization's CEO,Executive Director,or top management official • • • • • • • , , , . . . . . , { 15a X b Other officers or key employees of the organization 15b X u� If"Yes"to line 15a or 15b,describe the process in Schedule O(see instructions). 16a Did the organization invest in,contribute assets to,or participate in a joint venture or similar arrangement with a taxable entity during the year? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . f . , . , . .. 16a X b If"Yes,"did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law,and take steps to safeguard the organization's exemia!status with rest:to such arrangements? • • • • • • • • • • . . . . . • . . 76b Section C. isclosure w 17 last the states with which a copy of this Form 990 is required to be filed ► 18 Section 6104 requires an organization to make its Forms 1023(1024 or 1024-A if applicable),990,and 990-T(Section 501(c) (3)s only)available for public Inspection.Indicate how you made these available.Check all that apply. ❑ Own website ❑ Another's website ® Upon request ❑ Other(explain an Schedule O) 19 Describe on Schedule O whether(and if so,how)the organization made its goveming documents,conflict of interest policy, and financial statements available to the public during the tax year. 20 State the name,address,and telephone number of the person who possesses the organization's books and records ► KEIMERLY BUSH 561 736—Z11Z900 N 3EACREST BLVD: HOYNTON BEACH, E"L 33435 EEA Form 990(2019) Page 461 of 1598 Form 990(2019) PATHKILYS TO PROSPMUTY, INC. 27-3550271 Page 7 i °( Compensation of firers,Directors,Trustees,Key Employees, Highest Compensated Employees, and Independent Contractors Check if Schedule O contains a res�or note to any line in this Part VII . . . . . . . . . . . . . . . v , Section A. Officers,Directors,Trustees,Key Employees,and F 1,g I Compensated Employees 1a Complete this table for all persons required to be keW.Report compensation for the calendar year ending with or within the organization's tax year. • List all of the organization's current officers,directors,trustees(whether individuals or organizations),regardless of amount of compensation.Enter-0-in columns(D),(E),and(F)if no compensation was paid. • List all of the organization's current key employees,if any.See instructions for definition of"key employee." + List the organization's five current highest compensated employees(other than an officer,director,trustee,or key employee) who received reportable compensation(Box 5 of Form W-2 andfor Box 7 of Form 1099-MISC)of more than$100,000 from the organization and any related organizations. f List all of the organization's former officers,key employees,and highest compensated employees who received more than $100,000 of reportable compensation from the organization and any related organizations. • List all of the organization's former directors or trustees that received,in the capacity as a former director or trustee of the organization,more than$10,000 of reportable compensation from the organization and any related organizations. See instructions for the order in which to list the persons above. Check this box if neither the 99anization nor any related organization compensated ani current officer,director,or trustee. tc1 (A) tai (do not dtock mors than one tot ts? 1Fl Nome and cue Average bmf,unless person is both an Reportable Reportable Estimated amourd hours officer and a directortauslee) compensation conpenastion of outer per week from the from related compensation pistanyc p MM T' organirauon organizations fromQie hours for i�gr ^�� (w-211099-MISC) (W-V1099-MISCI organization and related f 4 ( related organizations IE organizeliorrs � � e below , dolled line) m (1) R_EV_i_A_L_E_E1.00 CHAIRPERSON ------ -- x x 0 0 D (2) MAGUENE CADET --- --- 1.00 VICE CHAIRMAN - -------- ----- 0 (3) OCTAVIA SELL________ _-1._00' TREASURER ------- x x 0 0 0 (4) A_UD_R_EY_ DAVIS 2.00. 3ECREfiARYx 0 0 - r - -----T - D X m (s)----------------------- --- - . (S) -- -------------------- ��. (1 2) (13) 1 (14)-------------------- _. EFA Form 990(2019) Page 462 of 1598 Form 990(2019) PATHWAYS TO PROSPERITY, INC. 27-3550271 Page 8 I'I Sectron A.Offers,Directors,Trustees,Ked Employe and Highest Comnsatad Emlees(�ntinued€ (A) {B) Position (t7) {E) IFI t (dO not check moss then ane Name and title Average box,unless person is both an Reportable Reportable " Estimated amount hours offer and a directortaustee) compensation compensation of Other per walk ham the from related compensation organization orgenixatiom a (list from the ny 'n 21t hours far $ (w 099-MISC) (IA-Vio99-MISC) organizetlonand ; ) related � � �� related organizations organizafsons m r Mow dotted line) Y _ ... . --------- — ----- --- - --- -- --- --- ---- 9 --- I __ ___. _ ___ _-___ _______ ___ _______ ________ _ ----- - ---------- ----- -- --- ------ - ----- 20 ____- ---- --- - -- --- --- _ - -------- -- --- --- j ----- 121) ---- - ------- - -- - i - g (22)------- ---- ---- - � . - -- � ----- ------- ----- -- --- - r - -J' _ .. .. . __ (25)------- --- ---------------- - 11 ---- ------ -,,.� . _ _ .... t ib Subtotal . . . . . . . , . r _ ....._ c Total from continuation sheets to Part VII,Section A . . d Total(add lines 1b and 11cl . . . . . . . . . . . . 0 I __.. 0 , .�. ®_...__ 0 2 Total number of individuals(including but not limited to those listed above-who received more than m w_ C g } $100,000 of reportable compensation from the ortlanizatlon 110 ___._....... r. .....::: 0 Yes No 3 Did the organization list any former officer,director,trustee,key employee,or highest compensated employee on line 1a?if"Yes,"complete Schedule J for such iadWual . . • • . • . • • . . . . . „ g X 4 For any individual listed on line 1a,is the sum of reportable compensation and other compensation from the organization and related organizations greater than$150,000?ff"Yes,"complete Schedule J for such frdiMuel • . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 X 5 Did any person listed on line 1 a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization?If"Yes,"cornte Schedule J for such person • . . . . . _ . 5 g - :: - e Section B. Independent Contractors 1 Complete this table for your fere highest compensated independent contractors that received more than$100,000 of compensation from the organization Report compensation for the calendar year ending with or within the organizations lax year. (A) (B) (t;) Name and business address _�sor °n arservrces comma5on .__. ..._ i _ _......r_ ... . _.._ .._.............._._- .... _ 2 Total number of Independent contractors(including but not limited to those listed above)who received more than$100,000 of compensation from the(Yujanization 11111 EEA - Form 8130(2019) Page 463 of 1598 Form 990[2019) PATHWAYS TO PROSPERITY INC. 27-3550271 Page 9 statement of Revenue - Check if Schedule 0 contains a response or note to any line in this Part VIII - _ . . . . . . . fA) (e) lot x (0) . . Total revenue Related or exempt unrelated Revenue excluded tuactton revenue business revenue from lax under sections 812-614 1a Federated campaigns 1a b Membership dues a ib el c Fundraising events - • . ., • • , _ - 1c �E d Related organizations . w 1d ;., a Government grants(contributions) 1e 889 055 j.E f All other contributions,gifts,grants, gN and similar amounts not included above I 1f 143.552 Sg Noncash contributions included in Vs01; lines 1a-1f • • • • • - 1g $ h Total. Add lines is-1f - • . • • • • ► 1 032 607 Business Cade m 2a ..... __ . Zm _..._........ __ _ . g t c 1 c ...........__ �m d �.... __ _..... .... c. f Alt other program service revenue a 9 Total. Add lines 2a-2f 3 Investment income(including dividends,Interest,and _ other similar amounts) • . . . . . . . . . . . . . . . • ► 4 Income from investment of tax-exempt bond proceeds ► IT 5 Royalties . . . . . . . . . . . . . . • ► (i)Real m._ri)Personai . 6a Gross rents . . . . ,. 6a b Less:rental expenses - - 16b c Rental income or(loss) 6c d Net rental income or(loss) - • . • • • . • • . a • .. ► _.....a_ m a ea...e....... 7a Gross amount from Er Secunties QI other sales of assets other than inventoryry 7a b Less:cost or other basis _......�.. I and sales expenses 71b c Gain or(loss) . . . . 7c ..,.m � d Net gain or(loss) . . . . . . . , . , . . . . . ► 8a Gross Income from fundraising events(not including $ of contributions reported on line 1c).See Part IV,line 18 • • • Ba b Less:direct expenses . . . . , . „ • [Sb c Net income or(loss)from fundraising events • • „ • • , ► 9a Gross income from gaming activities,See Part IV,line 19 Lea I b Less:direct expenses . • • . • • - • - 19b c Net income or(loss)from gaming activities ► m 10a Gross sales of inventory,less I returns and allowances • - - • • • • • • i1oa' b Less:cost of goods sold . . . . . . . . 110t, c Net income or(loss)from sales of inventory • ► l3ustness Code Ile m c !� d Ali other revenue . . . . , ;. . _ . . e Total. Add lines 11a 11d ► 12 Total revenue.See instructions . • . . . . , ' ► 1,032 607 0 0 0 u EEA Form 980(2019) Page 464 of 1598 Farm 990(2019) PATHIMYS TO PROSPERITY INC. _ 27-3550271 Page 10 Fart IX , Statement of Functional Expenses Section 501&R and 5t q l4)organlzWbns must cornpte aH columns All ofBer of anizaWns must com ate column(A). Check if Schedule O contains a response or note to any line in this Part IX . . . . . . , . . . . . . . . Do not Include amts ounroported on fines 6b,7b, {n) (8) (c) (D) 8b,Sb,and 10b of Fart Wit. Tatar e�ana Program sw%l a Management and Fundraising a"nses Wmarel BVWAMB evdtbes 1 Grants and other assistance to domestic organizations and domestic governments.See Part IV,line 21 37,50D 37 500 2 Grants and other assistance to domestic individuals.See Part IV,One 22 . . . . . 3 Grants and other assistance to foreign organizations,foreign governments,and foreign individuals.See Part IV,lines 15 and 16 4 Benefits paid to or for members . . . . . . . . 5 Compensation of current officers,directors, trustees,and key employees . . . . . . . . ., . 6 Compensation not included abover to disqualified persons(ass defined under section 4958(f)(1))and persons described in section 4958(c)(3)(B) 7 Other salaries and wages • • • • • • • . • • . 492,665 484,523 8 142 8 Pension plan accruals and contributions(include section 401(k)and 403(b)employer contributions) 9 Other employee benefits . . . . . . . . . _ 75„114 �m73y 152 _ 1,92 ...,.m . 10 Payroll taxes • . . . . . . . . . . 39,089 38,4 68 621 11 Fees for services(nonemployees): a Management b Legal c Accounting . _ • . , . . . _ . . . 26,500 26.500 Lobbying . . . . . . . . . . e Professional fundraising services.See Part IV,line 17 f Investment management fees • • • • . . . . . . . . . g Other.(If line 11g amount exceeds 10%of line 25,column (A)amount,list line 11g expenses on Schedule O.) it 404 11,260 12 Advertising and promotion - 17 455 17 455 13 Office expenses . . . , . . _ ,. _ . _ . . . 15,863 12,_9_59. _ �,904 14 Information technology 15 Royalties 16 Occupancy . . . . . . . . , . . 83 497 83,j 64 1 833 17 Travel . . . . . . . . .. . . . • , 2,303 1,357 946 18 Payments of travel of entertainment expenses for any federal,state,or local public officials 19 Conferences,conventions,and meetings - 11 050® 8,027 3 023 20 Interest 21 Payments to affiliates • • • • . . . . . . A . 22 Depreciation,depletion,and amortization • _ . 659220 439 _ — ... 23 Insurance . . . . • . . . . . . . . . . . . . 5,106 5 106 24 Other expenses. Itemize expenses not covered above(List miscellaneous expenses on line 24e.If line 24e amount exceeds 10%of Tine 25,column (A)amount,list line 24e expenses on Schedule O.) - a SPECIFIC ASSISTANCE 82,603 32 994 49.609 b PROGRAM EXPENSES 7,958 6 419, 1.539 a® C SPONSORED EVENTS 28352 23-450 4 9021 ._, _ d OFFICE SUPPLIES 8,1121, 5 995 2 .117..,. e AD other expenses 28,873 : 25,746 3 127 25 Total functional ex ses.Add tines 1 thro0h 24e._ 974,103 892795 - 81w 308 0 26 Joint costs.Complete this fine only if the I organization reported to column(8)joint costs from a combined educational campaign and fundraising solicitation.Check here I. ❑if fouowing SOP 98-2(A5c 95720 . . - . EEA Form 990(2019) Page 465 of 1598 Form 990(2019) PATEMYS TO PROSPERITY INC. 27-3550271 Page 11 1 balance Sheat Check if Schedule O contains a resnse or note to any line in this Part X . . • e . . . , „ 24F (A) (B} Beginning,of year End of r 1 Cash-non-interest-bearing . . . . . • • . . . g6.4i6 1 293,351 2 Savings and temporary cash investments • . • • • • • • • • • • • . • P - 2 3 Pledges and grants receivable,net . . . . . . . . . . . . . . . . . . . • . 84r.350 3 96 900 ��. r, uuuuuuu.� 4 Accounts receivable,net . . . . . . . . . . . . . . . . . . . . . . . • 4 5 Loans and other receivables from any current or former officer,director, trustee,key employee,creator or founder,substantial contributor,or 35% controlled entity or family member of any of these persons . . . . . 5.. 6 Loans and other receivables from other disqualified persons(as defined under section 4958(f)(1)),and persons described in section 4958(c)(3)(B) 6 7 Nates and loans receivable,net . . . . . • . . . . . _ 4 7 ( 8 Inventories for sale or use . . • • • • • • ., . '. 9 Prepaid expenses and deferred charges . . . .: • . . 2,544 9_ 2,=685_ 10a Land,buildings,and equipment:cost or othera basis.Complete Part VI of Schedule D • • • _ • • 10a 13 126 b Less:accumulated depreciation • • • • • • • • 10b 11 692 1 078 10e .9 11 Investments-publicly traded securtlies . . . . . . . . . . . . 11 12 Investments-other securities. See Part IV,line 11 _ _ - . 12 13 Investments-program-related. See Part IV,line 11 _ . • • . • • • • . 13 14 Intangible assets . . . . . . . . . . . . . . . . . .. . , • . . , 14 .... - 15 Other assets.See Part IV,kine 11 . . . :, _ .. 6,000 61000 15 6 16 Total assets.Add lines 1 through 15(must equal line 33) • • • • 190 388 16 400 370 17 Accounts payable and accrued expenses • 29,374 17 180 852 18 Grants payable . . . . . . . . . . . . . . 18 19 Deferred revenue 20 Tax-exempt bond liabilities . . . • . • . . . . . . . . _ . , . , . • . . . 20 21 Escrow or custodial account liability Complete Part IV of Schedule D _ 21 22 Loans and other payables to any current or former officer,director, trustee,key employee,creator or founder,substantial contributor,or 35% R controlled entity or family member of any of these persons . • . . . . . . . 22 23 Secured mortgages and notes payable to unrelated third parties • - 23 24 Unsecured notes and loans payable to unrelated third parties • 24 25 Other liabilities(including federal income tax,payables to related third parties,and other liabilities not Included on lines 17-24).Complete Part X of Schedule D . . . . . . . . . . . . . . . . . . . . . . . . • , . . . 25 28 Total liabilities.Add lines 17 throe h 25 . . . 29374 28 180 $52 Organizations that follow FASB ASC 958,check here and complete lines 27,28,32,and 33. 27 Net assets without donor restrictions • • • . . • • • . _ 47 .920 27 $�39p379) 12 28 Net assets with donor restrictions • • • • • • • • • • _ • • 21018,449-34 28 258,897 Organizations that do not follow FASB ASC 958,check here ri and complete lines 29 through 33, `a 29 Capital stock or trust principal,or current funds • • • • • • • 29 30 Paid-in or capital surplus,or land,building,or equipment fund 30 31 Retained earnings,endowment,accumulated income,or other funds P321 m 32 Total net assets or fund balances • • • • • • . . .. . • . . 151 014 219,518 _ 33 Total liabilities and net assetsffund balances • w • 19o.398 33 4,013,370 EEA Form 990(2019) Page 466 of 1598 Form 990(2019) PATHWAYS TO P?R0SFERITY INC. 27-3550271 Page 12 a i . j Reconci lation ofNetAssets Check if Schedule O contains a response or note to any line in this Part XI • • . .,. , . 1 Total revenue(must equal Part VIII,column(A),line 12) . . . . . . . . . . . . . . . . 7 1,032.607 2 total expenses(must equal Part IX,column(A),line 25) • • • . . • • • . . 2 . E ,. . . . � ., . . 974103 3 Revenue less expenses.Subtract line 2 from line 1 . . . . . . . . . . . . . . . ... . . . ,. . ., . 3 �8_B�504 4 Net assets or fund balances at beginning of year(must equal Part X,line 32,column(A)) _ 4 u,•a 151 014 5 Net unrealized gains(losses)on investments - . . . ., . 5 6 Donated services and use of facilities . . . 8 7 Investment expenses . . . . . . . . . . ,. . .. . . . . , .. . . . . . . _ - 7 8 Prior period adjustments . . . . . . . . . . . . . . .. . . . . . , . . , 8 —_..�.. 9 Other changes in net assets or fund balances(explain on Schedule O) . , g 1 10 Net assets or fund balances at end of year.Combine lines 3 through 9(must equal Part X,line 32,column(B)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..' . 10 ` ' 219.5113 Part i Financial Statements and Reporting —® R" Check if Schedule O contains a response or note to any line in this Part XIl . . . ❑ Yaa No 1 Accounting method used to prepare the Foran 990: ElCash ® Accrual E] Other W�W�.vuu If the organization changed its method of accounting from a prior year or checked"Other,"explain in Schedule O. 2a Were the organization's financial statements compiled or reviewed by an independent accountant? • • 2a g 11"Yes,"check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis,consolidated basis,or both: ® Separate basis ❑ Consolidated basis ❑ Both consolidated and separate basis b Were the organization's financial statements audited by an independent accountant? . . . • . • n . 2b X If"Yes,"check a box below to indicate whether the financial statements for the year were audited on a separate basis,consolidated basis,or both: ® Separate basis ❑ Consolidated basis ❑ Both consolidated and separate basis e If"Yes"to line 2a or 2b,does the organization have a committee that assumes responsibility for oversight of the audit,review,or compilation of its financial statements and selection of an independent accountant? 2c X If the organization changed either its oversight process or selection process during the tax year,explain on Schedule O. 3a As a result of a federal award,was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB CircularA 133? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3a X b If"Yes,"did the organization undergo the required audit or audits?If the organization did not undergo the required audit ar audits,oxplahttyEon Schedule O and describe an steps taken to undergo such audits • 3b EEA Form 990(2019) Page 467 of 1598 5CHEDULE A Public Charity Status and Public Support Mss °-'�0D" (Form 9190 or 990-EZ) Complete If the organization Is a section 501(c)(3)orgenization or a section 4947(a)(1)nonexempt charitable trust 2019 Department orae Treasury ► Attach to Form 990 or Form 49047- Open to Publle haemal Revenue service ► Go to www.fr&gov/Form440 for instructions and the latest linformaUon. Inspection Name of the aMa dzatlon E:mpkwer Identification number PATHWWYS TO PROSPERITY, INC. _ 27-3550271 art 1 Reason for Public Charity Status (AAI Organ' tIons must coriplete this part-) See instructions. m �............_.m The organization is not a private foundation because it is:(For lines 1 through 12,check only one box.) 1 ❑ A church,convention of churches,or association of churches described in section 170(b)(1)(A)(t). 2 ❑ A school described in section 170(b)(1)(A)(11).(Attach Schedule E(Form 990 or 990-F2).) 3 ❑ A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii). 4 ❑ A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(01).Enter the hospitars name,city,and state: 5 ❑ An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(1v).(Complete Part II.) 6 ❑ Afederal,state,or local government or governmental unit described in section 170(b)(1xA)(v). 7 ® An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(v1).(Complete Part 11.) 8 ❑ A community trust described in section 170(b)(1)(A)(vi).(Complete Part 11.) 9 ❑ An agricultural research organization described in section 170(b)(1)(A)(ix)operated in conjunction with a land-grant college or university or a non-Nand-grant college of agriculture(see instructions).Enter the name,city,and state of the college or university: 10 ❑ An organization that normally receives:(1)more than 33113%of As support from contributions,membership fees,and gross receipts from activities related to its exempt functions-subject to certain exceptions,and(2)no more than 33 1!3%of its support from gross investment income and unrelated business taxable income(less section 511 tax)from businesses acquired by the organization after June 30,1975.See section 509(x)(2).(Complete Part ill.) 11 ❑ An organization organized and operated exclusively to test for public safety.See section 509(x)(4). 12 ❑ An organization organized and operated exclusively for the benefit of,to perform the functions of,or to carry out the purposes of one or more publicly supported organizations described in section 509(x)(1)or section 509(a)(2).See section 509(a)(3). Check the box in lines 12a through 12d that describes the type of supporting organization and complete lines 12e,12f,and 12g. a ❑ Type 1.A supporting organization operated,supervised,or controlled by its supported organization(s),typically by giving the supported organization(s)the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization.You must complete Part IV,Sections A and B. b ❑ Type 11.A supporting organization supervised or controlled in connection with its supported organization(s),by having control or management of the supporting organization vested in the same persons that control or manage the supported orgenization(s).You must complete Part IV,Sections A and C. c ❑ Type III functionally Integrated.A supporting organization operated in connection with,and functionalty integrated with, its supported organizatbn(s)(see instructions).You must complete Part IV,sections A,D,and I- d d ❑ Type III non-functionally integrated.A supporting organization operated in connection with its supported organization(s) that is not functionally integrated.The organization generally must satisfy a distribution requirement and an attentiveness requirement(see instructions).You must complete Part IV,Sections A and D,and Part V. e ❑ Check this box if the organization received a written determination from the IRS that it is a Type I,Type Il,Type III functionally integrated,or Type III non-functionally integrated supporting organization. f Enter the number of supported organizations • . . • • . . . . • . • • • • . . . . . . . . . . . . . . . . . . . . . . g Provide the follovring information about the suTKmrrred o anization(s). (1)Name of supported organization pit EIN (Nh Type of organization (Iv)Is the organizabon (v)Nmunt of monetery tvl)Amountor (deeoribed on lines 1-10 listed in your governing support(see Other vpport(see above(sm indawlions)) doamraru? Inshicsons) insbuctions) s �.n.muu.... Yes No (A) (B) (c) (D) (E) Total For Paperwork Reduction Act Notice,seg the Instructions for Form 990 or 990-EZ. sohaduls A(Fenn eso or eso.rzl zo18 EEA Page 468 of 1598 Medule A(Form 9 or 2019 PATHWAYS TO PROSPERITYINC. 27-3550271 Page a,ri I f 1 i Sections _ 1}( Iv) )( ) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organizationfails to qualiunder the tests listed below, please complete Part III.) Section u lic Support - 1 _i r(orfiscal yearbeginning i ) 201 _ 11 2016e 2 1 ) .1 01 @ Total 1 i grants, contributions,and �.... _ _. membership fees received.(Do not include any"unusual grants.") . . . 534 x.23 .35 61 .313 1.,..31 3-574,3 , 94„053 Tax revenues levied for the organization's ben fit and either paid to or expended on its behalf . . . . . . The value of services or facilities furnished y a governmental unit tote organization vAthout charge . . . . . . . Total.Add lines 1 through . . . . .. . . 634. 238 882,359 6 31 1 031,157 A 394,053 6 The portion of total contributions by each person (other than governmental unit or publicly supported organization)included on line 1 that exceeds %of the amount shown online 11,column ( . . . . . Iicubra line line 4 34.053 Section B. Total Support Calendar year( r fiscal year beginning i ) (a)2015 2015 . ,a. 2 1 7 Amounts o .._.. � )201 (ct 17 � 1 1 ) f)Total line - . . . . . ® . 34 9 23 2 35 51}35.3. 1-.031 i57 4 394,053 Gross income from interest,dividends, payments received an securities loans, rents, royalties n income from similar sources . . . . . . . . . . . . . Net income from unrelated business activities,whether or not the business is regularly carried on . . . . . . . . . . 10 Other income. Do not include in or loss from the sale of capital assets (Explain in Part VI.) . . . . . . . . . . . . 11 Total supporL Add lines 7 through 1 . . 4 6 394,051 1 Gross receipts f related activities, etc.(see instructions) . . . . . . . , . _ . . . . R 13 Firstfive years. If the Form 990 is for the organization's t,second,third,fourth,or fifth year as a section 50 1(c)(3 organization, check this box and stop here . . . . . . . . . . . . . . . . . . . . . Section .on of Publict Percentage _.. 1 Public support percentage r 1 inecolumn( i ' e y fine 11, lu n 1 100 0 15 Public support o n e from 1 Schedule A, Part 11, line 14 . . . . . . . . . . . . . . . 1 _ 100 00 % 16a 33 113%support test-2019. If the organization i of check the box on line 13,and line 14 is 33 1/3%or more,check this — box and stop here.The organization qualifies as a publicly supported organization. . . . . . . . . . . . . . . . . . . . . . . Ea 3 / t-2018. If the organization did not check a box on line 13 or 16a,and line 15 is 33 113 or more,check is box and stop here. e organization qualifies as a publicly supported organization . . . . . . . . . . . . . . . . . . . . 17a 10%-facts-and-circumstances -2019.If the organization did not check a box on line 13, 16a,or 16b,and line 14 is 10%or more, and it the organization meets the' a n -ci sta s”test,check this box and stop here. Explain in Part VI how the organization meets the"facts-and-circumstances!'test.The or ani tionu lifiies as a publicly supported organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 - c i s nc s Wet-2018.If the organization did not check a box on line 13, 16a, 16b,or 17a,and line 15 is 10%or more,and if the organization meets the"facts-and-circumstances"test,check this box and stop here. Explain in Part VI how the organization meets the° s- n n s"test.The organization qualifies as a publicly supported anization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Privatefoundation.If the organization i not check a boxon line 13, 16a, 16b, 17a,or 17b,check this box and see instructions . . . , . . . . . . . . . . .. . . . . . . . . . . . . . . , EEA SahatiuleA(Form 990"NO.EZ)M9 Page 469 of 1598 ScheduleA(Form 990 or F"z)2019 PATfi'WAYS TO PROSPERITY . INC. 27-3550271 Page 3 art 1 Support Schedule for Organizations Described in Section 509(ap) (Complete only if you checked the box on line 10 of Part I or if the organization failed to qualify under Part II. If the or ?anization fails to quality under the tests listed below, please complete Part II.) Section A. Public Support Caiendar year(or fiscal year beginning In)op. (a)2015 b 2016 2017 id)2018 ('e)2019 I Total 1 Gifts,grants,contributions,and membership fees received.(Do not include any"unusual grants!) 2 Gross receipts from admissions,merchandise sold or services performed,or facilities furnished in any activity that is related to the organization's tax-exempt purpose • • • 3 Gross mecelpta from activities that are not an unrelated trade or business under section 513 4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf . . . . . . . . 5 The value of services or facilities furnished by a governmental unit to the organization without charge • . • • • • . 6 Total.Add lines 1 through 5 — 7a Amounts included on lines 1, 2,and 3 received from disqualified persons • - b Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of$5,000 or 1%of the amount on line 13 for the year c Add lines 7a and 7b . . . . . - 8 Public support.(Subtract line 7c from line 6.) . . . . . . . . . . . . . . . . . . , 5ction B.Total Support Calendar year(or fiscal year beginning in)► a 2015 ( )(b)2016 c 2017 d)20,8 . ( _ le)2019 f)Total 9 Amounts from line 6 10a Gross income from interest,dividends, payments received on securities loans,rents, royalties,and income from similar sources ........... b Unrelated business taxable income (less section 511 taxes)from businesses acquired after June 30, 1975 . . . . . - c Add lines 10a and 10b 11 Net income from unrelated business activities not included in line 10b,whether or not the business is regularly carried on 12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) . . . . . . . . . . . 13 Total support.(Add lines 9, 10c, 11, - and 12.) . . . . . . . . . . . . . . . . . „ 14 First five years. If the Form 990 is for the organization's first,second,third,fourth,or frfth tax year as a section 501(c)(3) organization,check this box and stops here . . . . . . . . . . . . . . . . , . . . . . . . . . ► Section G.Computation of Public Support Percentage 75 Public support percentage for 2019(line 8, column(f), divided byline 13,column(f)) . , . . . , . 15 % 16 Public support percentage from 2018 Schedule A, Part Ill, line 15 . . . . . . . . . . . 16 % Section D.Computation of Investment Income Percentage 17 Investment income percentage for 2019(line 10c,column (f),divided byline 13,column(f)) 17 e 18 Investment income percentage from 2018 Schedule A, Part III, line 17. • . . . . . . . . . . . . . . . . Lit.. e� 19a 33 113%support tests-2019. If the organization did not check the box on line 14,and line 15 is more than 33113%,and line 17 is not more than 33113%, check this box and stop here.The organization qualifies as a publicly supported organization . . s ❑ b 33113%support tests-2018. If the organization did not check a box on line 14 or line 19a,and line 10 is more than 33113%,and line 18 is not more than 33113%,check this box and stop here.The organization qualifies as a publicly supported organization► ❑ 20 Private foundation. If the organization did not check a box online 14, 19a, or 19b,check this box and see instructions.EEA . . . ► sflh.aur*A(P ag e 04"MT11598 Sdx4v1eATorm990ar i7q 2019 PATHKhYS TO PROSPERITY; INC. 27-3550271 Page 4 art Sup—porting-0-rganizations (Complete only if you checked a box in line 12 on Part I. If you checked 12a of Part I, complete Sections A and B. If you checked 12b of Part I, complete Sections A and C. If you checked 12c of Part I, complete Sections A, D, and E. If you checked 12d of Part I, complete SectionsA and D, and complete Part V.} Section A.All Sup ortin Organizations .Yes: No 1 Are all of the organization's supported organizations listed by name in the organization's governing documents?If"No,"describe in Part VI how the supported organizations are designated. if designated by class or purpose, describe the designation.If historic and continuing relationship,explain. 1 2 Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1)or(2)?If"Yes,'explain in Part V1 how the organization determined that the supported organization was described in section 509(x)(1)or(2). 2 3a Did the organization have a supported organization described in section 501(c)(4),(5),or(6)?!fres,"answer (b)and(c)below. 3a b Did the organization confirm that each supported organization qualified under section 501(c)(4),(5),or(6) and satisfied the public support tests under section 509(a)(2)?if"Yes,"describe in Part V1 when and how the organization made the determination. 3b c Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(13) purposes?If"Yes,"explain in Part V1 what controls the organization put in place to ensure such use. 3c 4a Was any supported organization not organized in the United States("foreign supported organization')?If 'Yes,'and if you checked 12a or 12b in Part 1, answer(b)and(c)below. b Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign i supported organization?If"Yes,"describe in Part V1 how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported orgranization& 4b c Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3)and 509(a)(1)or(2)?If"Yes,"explain in Part V1 what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes. 4c Sa Did the organization add,substitute,or remove any supported organizations during the tax year?If"Yes," answer(b)and(c)below(if applicable).Also,provide detail in Part V►, including(i)the names and EIN numbers of the supported organizations added, substituted, or removed;(ii)the reasons for each such action; riii)the authority under the organization's organizing document authorizing such action;and(iv)how the action was accomplished(such as by amendment to the organizing document). +sa b Type I or Type II only.Was any added or substituted supported organization part of a class already designated in the organization's organizing document? 5b c Substitutions only.Was the substitution the result of an event beyond the organization's control? Sc 6 Did the organization provide support(whether in the form of grants or the provision of services or facilities)to anyone other than(i)its supported organizations,(H)individuals that are part of the charitable class benefited by one or more of its supported organizations,or(iii)other supporting organizations that also support or benefit one or more of the filing organization's supported organizations?If"Yes,"provide detail in Part V1. 6 7 Did the organization provide a grant,loan,compensation,or other similar payment to a substantial contributor (as defined in section 4958(c)(3)(C)),a family member of a substantial contributor,or a 35%controlled entity with regard to a substantial contributor?!f"Yes,"complete Part I of Schedule L(Form 990 or990-EZ), 7 8 Did the organization make a loan to a disqualified person(as defined in section 4958)not described in line 7? If"Yes,"complete Part 1 of Schedule L(Form 990 or 990-EZ). g 9a Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946(other than foundation managers and organizations described in section 509(a)(1)or(2))?If"Yes,'provide detail in Part V1. 9a b Did one or more disqualified persons(as defined in line 9a)hold a controlling interest in any entity in which the supporting organization had an interest?If"Yes,"provide detall in Part Vi. 91b c Did a disqualified person(as defined in line 9a)have an ownership interest In,or derive any personal benefit from,assets in which the supporting organization also had an interest?If"Yes,"provide detail in Part VI. 90 10a Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f)(regarding certain Type II supporting organizations,and all Type III non-functionally integrated supporting organizations)?If"Yes,"answer 10b below. '10a b Did the organization have any excess business holdings in the tax year?(Use Schedule C, Fomr 4720, to determine whether the organization had excess business holdings.) 10b FFA Schedule A(Form 999 or 999)-M 2M 9 Page 471 of 1598 ScheduleAgFwm990orviWyj2019 PATHWAYS TO PROSPERITY . INC. 27-3550271 Pages Pam " ; Sup orting Organizations (continue Yes No 11 Has the organization accepted a gift or contribution from any of the following persons? a A person who directly or indirectly controls,either alone or together with persons described in(b)and(c) below,the governing body of a supported organization? Ila b Afamily member of a person described in (a)above? 11b c A 35%controlled entity of a person described in (a)or(b)above?If"Yes"to a; b, or c,provide detail in Part Vt. L11:1— Section 9 1Section B. Type I Supporting Organizations 1 Did the directors,trustees,or membership of one or more supported organizations have the power to Yes No regularly appoint or elect at least a majority of the organization's directors or trustees at all times during the tax year?If'No,"describe in Part Vi how the supported organization(s)effectively operated,supervised, or controlled the organization's activities. If the organization had more than one supported organization, describe how the powers to appoint andlor remove directors or trustees were allocated among the supported organizations and what conditions or restrictions,if any, applied to such powers during the tax year. 1 2 Did the organization operate for the benefit of any supported organization other than the supported organization(s)that operated,supervised,or controlled the supporting organization?If"Yes,"explain in Part W how providing such benefit canted out the purposes of the supported organization(s)that operated, supervised, or controlled the supporting organization. 2 Section C. Ilpe 11 Supporting organizations Yes No 1 Were a majority of the organization's directors or trustees during the tax year also a majority of the directors or trustees of each of the organization's supported organization(s)?if"Nq"describe in Part V1 how control or management of the supporting organization was vested in the same persons that controlled or managed Me su torted o nizationL4sJ. 'I Section . Ail TypeII Supporling organizations Yes No 1 Did the organization provide to each of its supported organizations,by the last day of the fifth month of the organization's tax year, (1)a written notice describing the type and amount-of support provided during the prior tax year, (ii)a copy of the Form 990 that was most recently filed as of the date of notification, and(Iii)copies of the organization's governing documents in effect on the date of notification,to the extent not previously provided? 1 2 Were any of the organization's officers, directors,or trustees either(i)appointed or elected by the supported organization(s)or(ii)serving on the governing body of a supported organization?If"No,"explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s). 2 3 By reason of the relationship described in (2),did the organization's supported organizations have a — significant voice in the organization's investment policies and in directing the use of the organization's income or assets at all times during the tax year?If"Yes,"describe in Part Vt the role the organization's supported orpanizations played in this fuRard 3 ection Tµpe ll unct onall Into rate tl ugportin.9, Or -anizabons mm 7 Check the box next to the method that the organization used to satisfy the Integral Part Test during the year(see instructions). a ❑ The organization satisfied the Activities Test. Complete litre 2 below. b ❑ The organization is the parent of each of its supported organizations. Complete line 3 below. c ❑ The organization supported a governmental entity. Describe in Part Vt how you supported a government entity(see instructions). 2 Activities Test.Answer(a)and(b)below. Yes No a Did substantially all of the organization's activities during the tax year directly further the exempt purposes of the supported organization(s)to which the organization was responsive?If"Yes,"then in Part Vt ldentify those supported organizations and explain how these acfivi6es directly furthered their exempt purposes, haw the organization was responsive to those supported organizations, and how the organization determined that these accti'vifies constituted substantially aff of its activities. 2a b Did the activities described in (a)constitute activities that,but for the organization's involvement,one or more of the organization's supported organizations)would have been engaged in?If'Yes,"explain in Part VI the reasons for the organization's position that its supported organization(s)would have engaged in these activities but for the organization's involvement. 2b 3 Parent of Supported Organizations.Answer(a)and(b)below. a Did the organization have the power to regularly appoint or elect a majority of the officers,directors,or trustees of each of the supported organizations?Provide details in Part VI. 3a b Did the organization exercise a substantial degree of direction over the policies, programs,and activities of each of its supported ar anizations?If"Yes,0 desodbe in Part VI the role .ria d b the o nization in this regard. 3b EEA . 80hsdukA(Form 990 or 990-M 2018 Page 472 of 1598 Schedule A(Form ONor890•G 2019 PATHWAYS TO PROSPERITY. INC. 27-3550271 Page art�Y Type III Non-FunctionallyI linti-g—ratia 609(a) 3 Su ort n—�� r,�anizations 1 Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov.20, 1970(explain in Part Vl).See Inshuctions,All other Type III non-functionally integrated supportin organizations must complete Sections A through E. Section A-Adjusted Net Income (q)Prior Year (B)Current Year (optional). 1 Net short-term capital gain 1 2 Recoveries ofrior- ear distributions 2 3 Other gross income(see instructions) 3' 4 Add lines 1 through 3. 4 5 De cation and deplelion 6 6 Portion of o erattn p g expenses paid or incurred for production or � collection of gross income or for management, conservation,or maintenance of property held for production of income(see instructions) 6 7 Other expenses (see instructions) 7 8 Adjusted Net Income(subtract lines 5,6,and 7 from line 4) 8 .® _.nnnnn. Section B-Minimum Asset Amount (A)Prior Year (B) Curren11 t Year_. (optional) 1 Aggregate fair market value of all non-exempt-use assets(see Instructions for short tax year or assets held for part of year): a Average monthly value of securities 1a b Avera;a monthly cash balances 1b c Fair market value of other non-exempt-use assets 1 c d Total(add lines 1a, 1b,and 1c) 1d' e Discount claimed for blockage or other factors(explain in detail in Part VI): 2 Acquisition indebtedness applicable to non-exempt use assets 2 3 Subtract line 2 from line 1 d. 3 4 Cash deemed held for exempt use. Enter 1-112%of line 3(for greater amount, see instructions). 4 5 Net value of non-exempt-use assets(subtract line 4 from line 3) 5 6 MuttlPI line 5 bar.035. 6 7 Recoveries of prior-year distributions 7 8 Minimum Asset Amount(add line 7 to line 6) 8 Section C-Distributable Amount Current Year 1 Adjusted net income for.prior rior ear from Section A, line 8, Column A) 1 2 Enter 85% of line 1. 2 3 Minimum asset amount for prior year(from Section B, line 8, Column A) 3 m. .... ... .,. a 4 Enter greater of line 2 or line 3. 4 6 Income tax imposed in prior)rear 5 6 Distributable Amount Subtract line 5 from line 4, unless subject to emergency temporary reduction(see instructions). 6 7 Check here if the current year is the organization's frst as a non-functionally integrated Type III supporting organization(see instructions:. EEA - Schedule A(Form 990 or 990•EZ)2019 Page 473 of 1598 sdieduleA(Fmm990or990-EZ)2019 PATHWAYS TO PROSPERITY ;NC,. 27-3550271 Pagel art Ty til Non-Functionally Integrated 509(a)(3)Su portin O anizations (continued) Section D-Distributions Current Year 1 Amounts paid to subparted Organizations to accom lisp exempt Luc ores .:...,,M... :... 2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity 3 Administrative expenses paid to accomplish exemturposes of suplyrted oranizations 4 Amounts paid to acquire exempt-use assets 5 Qualified set-aside amounts(prior IRS approval required) 6 Other distributions(describe in Part VI).See instructions. 7 Total annual distributions Add lines 1 throu h 6. 8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI).See instructions. 9 Distributable amount for 2019 from Section C, line 6 10 Line 8 amount divided by line 9 amount Section E-Distribution Allocations(see instructions) Excess Distributions Underdistributions I Distributable Pre-2019 Amount for 2019 1 Distributable amount for 2019 from Section C, line 6 2 Underdistributions,if any,for years prior to 2019 (reasonable cause required-explain in Part VI).See _instructions. 3 Excess distributions ca_rryover,if any, _to 20'[9 a From:....Usti b From 2015 c From 2016 _ - d From 2017 e From 2018 f Total of lines 3a through a g Applied to underdistributions Of prior years h Applied to 2019 distributable amount i Carryover from 2014 not applied(see instructions) j Remainder.Subtract lines 3 ,3h,and 3i from 3f. 4 Distributions for 2019 from Section D, line 7: $ a A shed to underdistributions of prior dears ®.m _ b Applied to 2019 distributable amount c Remainder.Subtract lines 4a and 4b from 4. 5 Remaining underdistributions for years prior to 2019,if any.Subtract lines 3g and 4a from line 2. For result greater than zero,explain in Part VI.See instructions. 6 Remaining underdistributions for 2019. Subtract lines 3h and 4b from line 1. For result greater than zero,explain in Part VI. See instructions. 7 Excess distributions carryover to 2020.Add lines 3j and 4c. 8 Breakdown of line 7: a Excess from 2015 i b Excess from 2016 c Excess from 2017 d Excess from 2018 . e Excess from 2019 EEA Sahodull A(Form M or 990•EZ)2019 Page 474 of 1598 Schedule A lForm 990 or 940-iia 2019 Page a Supplemental Information. rovide the explanatfbns required by Pifft il, line 10; mart fine 17a or 17 ; _._art 111, line 12; Part IV, Section A, lines 1, 2, 3b, 3c,4b,4c, 5a,6, 9a, 9b, 9c, 11a, 11b,and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c,2a,2b, 3a, and 3b; Part V, line 1; Part V, Section B, line 1e; Part V, Section D, lines 5,6, and 8; and Part V, Section E, lines 2, 5,and 6.Also complete this part for ani+additional information. (See lnstructions. EEA SahoduIn A(Fa rm M or 980 M 2m9 Page 475 of 1598 SCHEDULED Supplemental Financial Statements oMaNfl z r z- (Form 990) ► Complete if the organization answered"Yes"on Form 990, 2019 Part IV,line 6,7,8,9,10,Ila,11b,lie,11d,lie,11f,12a,or12b. _ Deparmient orae Tressrrry ► Attach to Form 990. Open to Public Interne!Revenue service ► Go to www.1rs.gov1Fwm99D for instructions and the latest Information. Ins Ion Name of the aManbzation Employer idartlncadon number PATHWAYS TO PROSPERITY3INC. 27-3550271 Tart I Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered"Yes"on Form 990,Part IV,line 6. ,a� donor efteed hxWe (b) Funds and other aomunis 1 Total number at end of year • • • . • • • • • • • . • _ • 2 Aggregate value of contributions to(during year) • • _ �a•�m�..ua 3 Aggregate value of grants from(during year) _- 4 Aggregate value at end of year • • • • • • • . . .�,� _ ,• a�� a 5 Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization's property,subject to the organization's exclusive legal control? • . • • • . ,. • • _ ❑Yes ❑ No 6 Did the organization inform all grantees,donors,and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor,or for any otter purpose conferring impermissible private benefit? . . . . . . . Yes Q No Dart �I Conservation Easements. Complete if the organization answered"Yes"on Form 990, Part IV, line 7_ 1 Purpose(s)of conservation easements held by the organization(check all that apply). ❑ Preservation of land for public use(e.g.,recreation or education) ❑ Preservation of a historically important land area ❑ Protection of natural habitat ❑ Preservation of a certified historic structure ❑ Preservation of open space 2 Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation Y year. Held at the End of the Tax Year easement on the last da of the tax ar. a Total number of conservation easements • • • • • • • . • • • • . • • • • • • • . • . . . • . . • . . 2a b Total acreage restricted by conservation easements . . . . . . . . • . . • . • • ,. • • . . • . . .1 1 2b M,n��mm c Number of conservation easements on a certified historic structure included in(a) • . _ .. • • . F 2c d Number of conservation easements included in(c)acquired after 7/25M,and not on a historic structure listed in the National Register • • • • • • • • • • . . • • . . • • • _ 2d 3 Number of conservation easements modified,transferred,released,extinguished,or terminated by the organization during the tax year ► 4 Number of states where property subject to conservation easement is located > 5 Does the organization have a written policy regarding the periodic monitoring,inspection,handling of violations,and enforcement of the conservation easements it holds? . . . . . . . • . . . . . . • ❑Yes ❑ No 6 Staff and volunteer hours devoted to monitoring,inspecting,handling of violations,and enforcing conservation easements during the year ► _..____......m m m_-------- 7 mmmmmm.7 Amount of expenses incurred in monitoring,inspecting,handling of violations,and enforcing conservation easements during the year ►$ 8 Does each conservation easement reported on line 2(d)above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(u)? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . • . e ❑Yes ❑ No 9 In Part XIII,describe how the organization reports conservation easements in its revenue and expense statement,and balance sheet,and include,if applicable,the text of the footnote to the organization's financial statements that describes the organization's accountiq for conservation easements. i!a ill Organizations Maintaining CoiliWti6nsof rt, Historical freasures,or Other Similar Assets. Complete if the organization answered"Yes"on Form 990, Part IV,line 8. 1a If the organization elected,as permitted under FASB ASC 956,not to report in its revenue statement and balance sheet works of art,historical treasures,or other similar assets held for public exhibition,education,or research in furtherance of public service,provide,in Part XIII the text of the footnote to its financial statements that describes these items. b If the organization elected,as permitted under FASB ASC 958,to report in its revenue statement and balance sheet works of art,historical treasures,or other similar assets held for public exhibition,education,or research in furtherance of public service, provide the following amounts relating to these items: (i) Revenue included on Form 990,Part Vlll,line 1 • • • . • • . • • • • • • . • • • • • • • • . • • • . . • • > $ (ii) Assets included in Form 990,Part X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . > $ 2 If the organization received or held works of art,historical treasures,or other similar assets for financial gain,provide the following amounts required to be reported under FASB ASC 958 relating to these items: a Revenue included on Form 990,Part VIII,line 1 . . . . . . . • . • I • • • • . • • • . • 10, $ b Assets included in Form 990,Part X . . . . . . . . . . . . . . . ,. . . . „ „ . . . , . • . $ __..........._ .. For Paperwork Reduction Act Notice,see the Instructions for Form M. schedule o (r=am 990) 2019 EEA Page 476 of 1598 Schedule D(Form 9909 2019 PATHWAYS TO PROSPERITY INC. 27-3550271 Page 2 art II Organizations Maintainin Collections of Art, Historical Treasures, or Other Similar Assets(continued)- 3 Using the organization's acquisition,accession,and other records,check any of the following that make significant use of its collection items(check all that apply): a ❑ Public exhibition d ❑ Loan or exchange programs b ❑ Scholarly research a ❑ Other C ❑ Preservation for future generations 4 Provide a description of the organization's collections and explain how they further the organization's exempt purpose in Part XIII. 5 During the year,did the organization solicit or receive donations of art,historical treasures,or other similar assets to be sold to raise funds rather than to be maintained as part of the of anization's collection? • . • , . » • Yes No - _ Pam Escrow and Custodial Arrangements. Complete if the organization answered"Yes" on Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21. la Is the organization an agent,trustee,custodian or other intermediary for contributions or other assets not included on Form 990,Part X? . . . . . . . . • . . . . . . . . . . . . z , » . , , ❑Yes ❑ No b If"Yes,"explain the arrangement in Part XIII and complete the following table: Amount c Beginning balance 1c d Additions during the year . . . . . . . . . . . . . . . Id - e Distributions during the year . . . . . . . . . . ,. . , . . . f Ending balance . . . . . . . . . . . . » - » . . . . _ . . . . . .,.1 f. 2a Did the organization include an amount on Form 990,Part X,line 21,for escrow or custodial account liability? . . . . Yes No b If"Yes"explain the arrangement in Part XIII.Check hereiF thea anation has been provided on Part XIII - • _ . . .• . . [Fart V Endowment ands. Complete if the organization answered"Yes" on Form 990, Part IV, line 10. (a) Current It �b mPrior yt&L _ 40 Two yr ll bade (d)Three years back )e) Four dears back la Beginning of year balance . . . . . . b Contributions • • • • • • • • • • • » c Net investment earnings,gains,and losses . . . . . . . . . . . . . . . .. . d Grants or scholarships • • • e Other expenditures for facilities and programs . . . . . . . . . . . . . f Administrative expenses • • • • • g End of year balance . . . . . . . 2 Provide the estimated percentage of the current year end balance(line 1g column(a))held as: a Board designated or quasi-endowment ► % b Permanent endowment ► _ % c. Term endowment ► %_. The percentages on lines 2a,2b,and 2c should equal 100%. 3a Are there endowment funds not in the possession of the organization that are held and administered for the organization by: Yes No (1) Unrelated organizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . » . . , . . . . . . . . . . . 3a(i) w (II) Related organizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b If"Yes"on line 39(i),are the related organizations listed as required on Schedule R? a _ • _ . • , a • . 3b 4 Describe in Part XIII the intended uses of the or:anization's endowment funds. dart VI Land, 8 uildings,and Equipment, Complete if the organization answered"Yes"on Form 990, Part IV, line 11 a. See Form 990, Part X, line 10. De=Vion of property (a) Cost or other basis (b)Cost or other basis (c) A—mutated (d)Beak vale (investment) (other) depreciation Ile Land . . . . . . . . . . _ . . . . , b Buildings . . . . . . . ,. . c Leasehold improvements • „ • • d Equrpment . . � I1 592_ 434 13 12 sOther . . . . . . . . . . . . . . . , . » . .. Total Add lines 1 a through le.(Column(d)must equal Form 990,PertX,column(B),litre 10e.). . . . Y -Y ► - 1,434 EEA Schedule D(Four 890)2018 Page 477 of 1598 Sdiidule DFarmNO)2019 PATHi4AYS TO PROSPERITY. INC. 27-3550271 Page 3 Won VI Investments -Other Securities. Complete If the organization answered"Yes"on Form 990, Part IV, line 11 b. See Form 990, Part X, line 12. (a) Description of security x category (b)Bock value (e) Method of valuatiorc (including creme of security) Cost or endo-year market value ..,.. .. .m _ e., (1) Financial derivatives (2) Closely-held equity interests . . . . = . . . (3) Other - (A) ----- (Ak _.„_. _,,..._ _._.......... ._..... _ {�} (F) ( ) _ Total.(Column(b)must equal Form 990,PsAX,col.(B)line 12.) t ail Investments-Program Related. _- _ Complete if the organization answered"Yes"on Form 990, Part IV, line 11 c. See Form 990, Part X, line 13. (a) Description of Investment (b)Book vahis (c) Meh:d of valuation: Cost or end-0f-year market value _._...._.._... ......_,.._ _......... (�) (2) _._.m (3) ............. __ ®_.. _ ....... ®.. .._ (4) 4.......- .,,,, ........ _ (— (B) (7) .11 6,. __ Total.(Column(b)must equal Form 990,Part X,col.(B)One 13.) a • . E ► PartFX 71—Offier Assets. . Complete if the organization answered "Yes"on Form 990, Part IV, line 11 d. See Form 990, Part X, line 15. I@) Description llbl Book value... (113ECURITY DEPOSITS e. 6, (2) _....n. . _,e_ .... ................._. .............. ... .._..r- _,.. ,. .- _- w,....- (6} (s) _ . ., ....... . _ .. .. (7) {a) (s} Total.(Column(b)must equal Form 990,Part X,col.(B)free 15.) . • . „uuu,` ► 6 000 Part Other Liabilities. Complete if the organization answered 'Yes"on Form 990, Part IV, line 11e or 11 f. See Form 990, Part X, line 25. 1. IQ Description of liability (b) Bode value (1)Federal income Imes __. __ (4) 5 (6) M..m__ ___ ............. (8) r. {9) ToUl.(Column(b)must equal Form 990,PartY,col.(B)Ute 25.) ► ty for uncertain tax positions.In Part XIII,provide the text of the footnote to the organization's financial statements that reports the 2. ua�iii o anization's liabili for uncertain tax positions under FASB ASC 740.Check here if the text of the footnote has been provided in Part XIII . . . . EEA _ Schedule 0(Form 880)2018 Page 478 of 1598 WmduleD;Fcrrn99072019 PATHWAYS TO PROSPERITY INC. _ 27-3550271 Page4 s 9 ileconctliation of Revenue per Audited Financial Statements With Revenue per Return. Complete if the organization answered"Yes"on Form 990, Part IV, line 12a. 7 Total revenue,gains,and other support per audited financial statements • . • • • • _ • - . 1 g 1.032,607 2 Amounts included on line 1 but not on Form 990,Part VIII,line 12: a Net unrealized gains(losses)on investments - ,. • - , - . • - E - 2a b Donated services and use of facilities . „ • . .. _ • _ 21b c Recoveries of prior year grants ,. . „ . . . . . . . ;, . • a 2c d Other(Describe in Part XIII.) „ . . . , 2d B Add lines 2a through 2d ., . . . „ . . . . . . ,, u ,, t . . . 2e 3 Subtract fine 2e from line 7 . . . . . ,. . . . „ . „ . . . . . .. . . . . . . . 3 1,032,607 4 Amounts included on Form 990,Part Vill,line 12,but not on line 1: a Investment expenses not included on Form 990,Part Vlll,line 7b . • „ . „ . . 4a b Other(Describe in Part XII Q . . . . . . . . . . . . . . . . . . . . . • 4b c Add lines 4a and 4b . . . . . . . . . . . . . . . . . . . . . . . . . - . . 6 . . .. . e . 4c I 5 Total revenue. Add lines 3 and 4c. (This must equal Farm 990,Part 1.lure 12.) . R . . • . . . . . . . 5 1,0324607 a ,lI -Reconcti.iation o Expenses per Au iii d Financia Statements lth Expenses per eturin. Complete if the organization answered"Yes"on Form 990, Part IV, line 12a. 1 TotaE expenses and lossper aud4ed financial statements • . w - - . . ,1 s 974 103 es 2 Amounts included on line 1 but not on Form 990,Part IX,line 25: a Donated services and use of facilities . . . . . . _ a ., 2a b Prior year adjustments ,. • . . • . . . . . 2b c Other losses . . . . . . . . . . . , . . , . , . , . . . . . 2c d Other(Describe in Part XIII.) . • . . , 2d e Add lines 2a through 2d n . . . . , . . . . . . . . . . . . . . .. .. v 2e° 3 Subtract Eine 2e from fine 1 . . .. • . . . . . . . . . ., ,. ,. . . . . n . 3 974 103 4 Amounts included on Form 990,Part IX,line 25,but not on line 1: a Investment expenses not included on Form 990,Part Vlll,fine 7b • , • 4, b Other(Describe in Part XIII.) . . . . . . . . . . . . . . . . . . . . .. . . . . . 411b c Add lines 4a and 4b . . . . . . . . . . . . . . . . . . . . . . . n _ qc 5 Total expenses. Add lines 3 and 4c. (This must equal Form 990,Part 1,line 18J 974,103 apt. II Supplemental Information. Provide the descriptions required far Part EE,lines 3,5,and 9;Part 111,lines 1a and 4;Part IV,lin P tV ,w es 1 b and 2b;Part V,l line 4;Part X,line 2;Part XI,lines 2d and 4b;and Part XII,lines 2d and 4b.Also complete this part to provide any additional information. EEA SOhrdulrl D(Form 990) M9 Page 479 of 1598 scwEDuL 990-EZ)o Supplemental Information to Form 990 or 990-EZ O1 "°' °°°' (Form 990 or _...�.............__ Complete to provide information for responses to specific questions on 1 Form 990 or 990-EZ or to provide any additional information. DepeNnerri of the Treasury ► Attach to Forst 890 or 990-EZ. Open to Public lmernal Revenue service ► Go to www lrs.gov/Form990 for the latest information. Ins tion a uvu _ !Name of the organimtion Employer ldeoo auan number PATHWAYSTO-PROSPERITY, MINC. 27-3550271 01. Form 990 overnin;i body review ,Part VI„ line 11) FORM 990 IS DISTRIBUTED TO THE BOARD OF DIRECTORS FOR REVIEW PRIOR„ TO IRS„ FILING,. 02. Conflict of interest policy compliance Part VX, line 12c) TO COMPLY WITH THE CONFLICT OF INTEREST POLICYm, EACH BQARD MEMBER NSIGNS AN ANNUAL STATEMENT OF ANY KNOWN CONFLICTS OF INTEREST. SHOULD ANY INDIVIDUAL CONFLICT ISSUES OCCUR DURING MEETINGS, THE MEMBER WITH THE, CONFLICT WILL NOT VOTE ON THE ISSUE. 03. CEO, executive director„ top man"ment cow„ )Part VIa line 15a) THE EXECUTIVE DIRECTOR HOLDS THE TOP MANAGEMENT POSITION WITHIN THE ORGANIZATION. THE SALARY FOR THAT POSITION IS DETERMINED BASED ON COMPARATIVE DATA PROVIDED FoR THE NONPROFIT INDUSTRY. 04. Other officer or ke lad compensation (Part VI, line 15b NO OTHER OFFICERS OR KEY EMPLOYEES HIRED DURING= THE TAX YEAR. 05. Governip_q_,4ocgments, etc,,,,-available topublic LPart VI line 19) TF#E_-GOVERNING DOCUMENTS ARE AVAILABLE FOR PUBLIC INSPECTION ON SITE AT THE AGENCY UPON RE,: E2T», 06. Si n _kart rr gram services not listed on priorg�ear return _,Part III; lute 2 . WE PARTNERED WITH A LOCAL COMMUNITY HEALTH CENTER AND HOSTED A COVID-19 TESTING SITE erR 4 WEEKS WHERE WE TESTED OVER 50C.m Lf' CALRESIDENTS. „ ADDITIONALU WE INCLUDED IN ALL OF OUR VIRTUAL CLASSES A MENTAL HEALTH COMPONENT TO ASSIST OUR CLIENTS ,IN�COPING W TH THE PANDEMIC, WE ALSO PARTNERED WITH THE LOCAL CABLE CQPA,*Y TO PROVIDE INTERNET SERVICES IN For Paperwork Reduction Act Notice,see the instructions for Form 980 or 980-M Schedule O(Form 990 or 8N-M(2078) EEA Page 480 of 1598 Sdmdule 0 Own 990 or 997,.x! 519 age 2 Name of the orgaNZE19an Fm ployrer Wee0astlon number PATHVMYS TO PROSPERITY, INC. 27-3550271 THE HOMES OF STUDENTS IN OUR COMMONI'!"Y BECAUSE THEY FERE OUT O ,Q'OOL AND NEEDED INTERY•Y1' IN ORDER TO ,PARTICIPATE IN THE VIRT I �� EI,ATFORM O `h ,REw THE SCHOAL DISTRICT_ WE REDIRECTED (WITH PERMISSION FROM O ZC 2K)IARS TO ALLOW IS TO Z&y FOR THAT SERVICE FOR THE FAMILIES. 07. General OXDlanation attachment PATHWAYS TO_PROSPERITY IS A TAX EXEMPT ORGANIZATION :TINDER SECTION��„ 3i, OF THE INTERNAL REVENUE CODER HOWEVER, INCOME FROM CERTAIN ACTIV17,IES_ NOT DIRECTLY RELATED TO THE ORGANIZATION'S TAX EXEMPT PURPOSE IS SUBJECT TO TAXATION A$ UNRELATED BUSINESS INCOME. THERE WAS NO SUCH INCOME FOR THE YEPP, ENDED 9130220. THEREFORE, N? TAX IS DUB �u��D THERE �"� NO PROVISION FOR TAXES IN THESE FINANCIAL STATEMENT, EEA Schedule O(Form 990 or NO.E.Z)(2019) Page 481 of 1598 r a^ ................ w sig CD a h® C S W a •® O m o pe _,s —____9 C47 !� .42 m m ) o w N w CD fi v I th Q CL c;i t�► O LIO cn � a$ cqs S 3 IOL a a oz �s �0 3 a _ L .� (A �- , O , LZ 0 A a � a c i [2) oJ Uw oa p a d s H too o . �.s c : a L, ,2 LM ui 9 X E 35 H � cn' D a o �► w a A zE Hm _ L co O m z OHI u i7C � W � ul 1! � a U ® EEI _ w .nrnaa a LL Lu Page 482 of 1598 N _ m �r O' W m r, Z n 9w w- a ... m w z° m @ � pm a C L7 � I Ip C) 'y— `�' � r, '� E r r p LL � cr) � 3 c LO r E � N O � +o a m O s - ` v .E ca 10 s 0o w _ m m K 5 N V o � T o �y AIR 8 Q1 a 0 c o m a � �LDCL � (cc ca d H a " o ca a O O 04 ;j7 O i+ O ittl t0 N E+ r O E >4 Lm Z LM O O L O m O C O m = o ° O ° O mtu o s � a , m Z ; Page 483 of 1598 �mm _ o la m 0 v m w alt ._ ..d, Y _� E c o acr y N Ln In fn rA 0 N LL _ g, mLm o d ,. ' HU m IM W M ca c w e o E 9 0 O E) m i o v a 19 ai c c ID8 O t= 4 CT o c c ! - L & o �,in' c a m c PHO = ao `° a o m w o '1313 0 '� '� pippp p ltl C T d C a � o is L w o L E 5 a 3 _�w 15 ot t j ,o E 2 E qv m dm1a o E LoE o � Ec rL t a m n o f � eny 0 -0 m v m r iQ°1 m �i cccs�. , S o �i ui m m d � n Q +C�) rU M NT c f1 C E m m Co O O a i L m _ 3 y E vmn � m fa9 9 c� c� ' � LO om a cW2 � m err m ciac7 [7 -j -i C, a- H � � aa n n � � (56 Itl V 'Q m .r al L ._ .� Y c d Q a' i W N �p N 47 a 1f1 M Page 484 of 1598 m L W ............. U.u_ (I _ Ln N In d1 > c 01 a 3 (7) m� .� �_ 0? : m Q 0 o a � � o � t N a s L a� � o LM D c s o I0 o H m� acc$ $ CA o g E-1 m � EFL M C W w ) M I a .2 L En V o c w m € �. 5 X a � d m N S p o= N 4 0.. OI "" .r.. r r W Page 485 of 1598 Statement o ro rService cco, lis en 7019 PGol Name(s)as shown on relum Yaur 80dal Seme9ty Number PATHWAYS TO PROSPERITYINC. 27-3550271 FORM 990-PART III (A) Statement #4 Statement of Service Acc lishment i PROGRAM SERVICE CODE PROGRAM SERVICE EXPENSES $892795 GRANTS AND ALLOCATIONS INCLUDED IN ABOVE EXPENSE $37500 PROGRAM SERVICES REVENUE $0 EXPLANATION ASSISTED FAMILIES OVERCOME BARRIERS THAT KEEP THEM LOCKED INTO THE CYCLE OF POVERTY. OUR CIRCLE OF PALM BEACH COUNTY INITIATIVE PROVIDES 12-18 WEEKS OF EDUCATIONAL TRAINING ON DECISION MAKING BUDGETING, RELATIONSHIPS, MASLOW'S HIERARCHY OF NEEDS AND SETTING S.M.A.R.T. GOALS. BRIDGES INITIATIVES SUPPORT FAMILIES WITH YOUNG CHILDREN FOCUSING ON AWARENESS, EDUCATION AND SUPPORT CENTERED AROUND PARENTING AND EARLY CHILDHOOD DEVELOPMENT IN CRITICAL GEOGRAPHIC AREAS. BRIDGES FACILITATE FAMILY ENGAGEMENT, STRENGTHEN AND BUILD COMMUNITY CAPACITY AND RESILIENCE, OFFERS TI : AND WORKSHOPS FOR PARENTS, INFORMATION ON HEALTHY WAYS TO HELP CHILDREN GROW AND LEARN, FAMILY EVENTS, ASSISTANCE CONNECTING TO COMMUNITY RESOURCES. THE HEALTH EDUCATION AND LINKAGE INIT'IATI PROVIDES CERTIFIED APPLICATION COUNSELORS TO ASSIST WITH HEALTH CARE APPLICATIONS. WE OFFER DIRECT REFERRALS TO PARTNERS FOR HEALTHCARE NEEDS, EDUCATION ON MANAGING AND PREVENTING CONDITIONS COMMON TO LOW INCOME COMMUNITIES. OUR STABILIZATION PROGRAM INCLUDES OUR FOOD PANTRY IN PARTNERSHIP WITH LOCAL FOOD BANKS. WE PROVIDED OVER 900,000 POUNDS OF FOOD TO MORE THAN 19,0 :1 FAMILIES IN THE COMMUNITY. DUE TO THE COVID-19 PANDEMIC, WE ADJUSTED OUR OPERATIONS TO ACCOMMODATE OUR CLIENTS VIRTUALLY. WE RAISED FUNDS AND WERE ABLE TO ASSIST CLIENTS WITH FOOD, RENT, UTILITIES, AND OTHER EXPENSES. OPE ASSISTED A TOTAL OF 96 HOUSEHOLDS FOR A TOTAL OF $50,55 WE OFFER MINI GRANTS RANGING FROM $1500 - $5000 TO 14 DIFFERENT CHURCHES, AGENCIES AND 'i ORGANIZATIONS IN OUR COMMUNITY TO DEVELOP PROGRAMMING FOR INDIVIDUALS PROVIDING CAREGIVING TO LOVED ONES AND CREATED A CAREGIVERS CLUB THROUGH OUR HEALTHIER BOYNTON BEACH INITIATIVE WHICH I', FUNDED BY THE PALM HEALTHCARE FOUNDATION. S MID Page 486 of 1598 990 Overflow o Statement Pa e91 Nams{s)sa shown on raWm FEIN PATHWAYS TO PROSPERITY, INC. 27-3550271__ OTHER EXPENSES RROGRAM Description _ _ �. . m. G , . Amount �.,,,. �. .. ..... -- .. . .. _. $ 3 874 COMMUN I CAT , ____ �: .. __ ®. STAFF DEVELOPMEN EQUIPMENT RENTAL 3, 696 Total: _m. - - 25,74 6 i OTHER ZXPENSES MGMT GENERAL i Descrtion Amount FOOD _.g._._. . _® $ 1, 769 COMMUNICATION 4 µ 1, 033 STAFF DEVELOPMENT 5 ENT RENTAL 320 Total.: �$� _. 3 ,127 1 i I OVERFLOWID Page 487 of 1598 ADDITIONAL ATTACHMENT • • Copies of current license(s) needed to operate(as applicable to the funded activity) including City of Boynton Beach Business Tax Receipt(if applicable) Page 488 of 1598 City of Boynton Beach Development Services M 100 E.Ocean Ave, Boynton Beach,FL 33435-0190 KY,k x*SINGLE-PIECE 1 SGL 129639BA26-A-1 11 1 SP ®.530 Illflhl'Illllllll'III®®ll®ll'I'IIIfI'Ill'lllll'll�ll'n"llllln PATHWAYS TO PROSPERITY INC 900 N SEACREST BLVD BOYNTON BEACH FL 33435-3002 W, Dear Boynton Beach Business and Property Owners: We appreciate your continued participation in supporting economic growth and viability of our City by maintaining your Certificate of Use and Occupancy& Local Business Tax. In accordance with Chapter 13 of the City of Boynton Beach Municipal Ordinance, the document(s) below must be posted in a conspicuous place at your business or property. Should assistance be needed please contact the Development Services Department at(561)742-6350 or visit our website at www.boynton-beach.org. 41 DETACH THE DOCUMENT BELOW AND POST CONSPICUOUSLY AT YOUR PLACE OF BUSINESS ►EE" i ificate of Use/Business Tax Receipt Expires n September 30, 2022 Business Control Number: 0032488 Business Name: Pathways To Prosperity Inc Date Issued: 01/26/22 Business Location: 900 N Seacrest Blvd Any changes in name, address, suite, ownership, etc. will require a new application. Cf34H8TRNumber Ctasstlyca"ari Code Ctassiflcation'' Addltlonai Information 22-00038288 624190 INDIVIDUAL& FAMILY SOCIAL SERVICES NONPROFIT ! City of Boynton Beach 100 E. Ocean Ave. a Boynton Beach, FL 33435-0190 Page 489 of 1598 ADDITIONAL ATTACHMENT 3 : •Documentation of all additional funding sources for program(s)/project(s) listed in application Page 490 of 1598 IN NONE= C?PR SPERrry' 30ARD OF DIRECTORS All Additional Funding Sources The Late Rev.Lance Chaney Visionary&Founder Kemberly Bush 1 Children's Services Council of Palm Beach County $122,476 CEO &Executive Director Palm Beach County FAA $120,000 DeLuca Foundation $65,000 Maguene Cadet, Esq Community Foundation for Palm Beach & Martin Counties $50,000 President The Jim Moran Foundation $25,000 Valencia Spells-Anderson pais Charities Foundation $10,000 Vice President Audrey Davis Secretary Octavia Bell Treasurer Dr.Barbara Carey-Shuler Board Member Marilane Chaney Board Member Rev.Terrence Kearney Board Member Revia Lee Board Member DeAnna Warren Board Member 639 E. Ocean Avenue, Suite 101 , Boynton Beach, FL 33435 561 .903 .7743 www.pathwaysboynton.org Contributions benefit Pathways to Prosperity,Inc.,a not-for-profit,tax-exempt organization.A COPY OF THE OFFICIAL REGISTRATION AY CAND FINANCIAL ICES AT www,FloridaConsumerHelp.com 7352)WITHIN THE STATE.REGISTRATION OES NOT IMPLY ENDORSEMENT,APPROVAL,OR RECOMMENDATION BY I R E iStr bn=4 DocuSign Envelope ID:87AE63F7-DBA6-41 135-8363-COCCI DA8D443 2300 High Ridge Road Children's ® Cound Boynton Beach, EL 33426 PALM BEACH COUNT Y Tel: 563.740.7000 Healthy. Safe. Strong. Fax: 561.835.1956 April 12, 2022 Kemberly Bush Pathways to Prosperity, Inc. P2P BRIDGES- 699 639 E Ocean Ave Ste 101 Boynton Beach, FL 33435 Dear Ms. Bush: Children's Services Council of Palm Beach County (CSC) thanks you for your agency's work in helping Palm Beach County's children grow up healthy, safe and strong. CSC has developed the 2022—2023 allocation amounts incorporating the following principles: 1) The program's allocation for October 1, 2022—September 30, 2023 is based on historical information regarding spending patterns. 2) COST DRIVERS: a. Salaries:The allocation includes up to a maximum of a 5% Increase in CSC funded salaries and the corresponding payroll taxes. CSC recognizes the ultra-competitive labor market and the consequential and unprecedented amount of staff turnover and long duration of vacancies Provider agencies are experiencing. This is occurring especially in direct service positions and those that provide administrative/data entry support for programs.The data on these two metrics and the impact they have on Palm Beach County children and families being waitlisted and not receiving services for an increasingly amount of time and in greater numbers are clear. After hearing concerns from our Providers, in order to stabilize the CSC Provider workforce and fill vacant positions, CSC has determined increasing salaries will be a way to help mitigate some of those concerns. The expectation is to distribute the 5% salary cost driver pool in a strategically meaningful way that makes the best use of the dollars. A thoughtful and targeted approach to allocate funds where substantive turnover and vacancies are occurring will help mitigate this challenging dilemma. www.cscpbc.org Page 492 of 1598 DocuSign Envelope ID:87AE63F7-DBA6-41D5-83133-COCC1DA8D443 aft 2300 High Ridge Road Children, s Services k... ,ofi® ( Boynton Beach, FL 33426 P Tel: 561.740.7000 ALM BEACH COUNTY Healthy. Safe. Strong. Fax: 561.835.1956 Currently vacant positions must receive 5%cost driver at minimum if the salary is less than market value and/or to the extent possible to increase to a competitive salary. All positions and increases are subject to review by CSC. b. Health Insurance:The allocation includes up to a maximum of a 10% increase in health insurance. These additional dollars are intended to fund the specific cost drivers only: salaries, payroll taxes and health insurance. The allocation is also inclusive of any discussions during the allocation development process. 3) The CSC mileage reimbursement rate reflects the IRS mileage rate for 2022 currently set at 0.56 per mile. 4) Indirect/Administrative Costs cannot exceed 15% of all other expenses for the Program. Your proposed October 1, 2022—September 30, 2023 program allocation from Children's Services Council of Palm Beach County is $742-,285.00 Please note this allocation is contingent on approval by the Council. The proposed allocation may be subject to change based on approval of the Council via the annual TRIM process. Budgets are to be submitted into SAMIS(if applicable for your agency) and received by the Budget Specialist no later than May 10, 2022. If you find a need for a virtual meeting or a phone call to discuss the allocation or your program/budget, please feel free to contact your Budget Specialist or Program Officer. FAILURE TO MEET THIS DEADLINE MAY RESULT IN THE TERMINATION OF CSC'S FUNDING OF YOUR PROGRAM EFFECTIVE OCTOBER 1,2022. Once submitted, FINAL APPROVAL of the 2022-2023 budget is subject to sensitive timelines. Please ensure your agency staff is available and responsive to CSC staff during the Annual Contract Renewal process so there are no delays due to vacation, illness, etc. Here are some tips for entering your budget in SAMIS, if applicable to your agency: ww.cscpc.or Page 493 of 1598 Doou$lgn Envelope ID:37AE63F7-DBA6-41 D5-8363-GOCCIDASD443 2300 High Ridge Road Children's ® il Boynton Beach FL 33426 P Tel: 561.740,7000 ALM BEACH COUNTY Healthy. Safe. Strong. Fax: 561.835.1956 • The maximum indirect cost percentage to be reimbursed by CSC is 15%. Please make sure to separate all direct costs from indirect costs. The indirect costs should be transferred to the indirect cost worksheet. • Necessary budget forms, such as the Budget Summary, Disclosure of Other Agency Funders, Form C, and the Indirect Cost Worksheet are due at the same time as the budget. Please ensure the SAMIS budget and all forms balance with one another. Templates of the forms mentioned above can be found at the SAMIS Fiscal Reference Files link via the SAMIS information icon at htt s:Z/palmbeach.samis.ioa modules/sami i default.cfm.The fiscal g f .m guidelines are also thereto reference. Please change the fiscal years on the forms, as necessary. If you have any general questions regarding the contract renewal process, please contact your Budget Specialist or Charice Robinson, Director of Program Budget, at (561) 740-7000. Your CSC Program Officer and Budget Specialist look forward to working with you on your 2022- 2023 budget. Sincerely, a�4�a' /� Debra Heim Chief Financial Officer OocuSigned hy: 2588�1B35C3F421... 4/13/2022 w.cscc.or Page 494 of 1598 CONTRACT FOR PROVISION OF SERVICES This Contract is made as of day of , 20_, by and between Palm Beach County, a Political Subdivision of the State of Florida, by and through its Board of County Commissioners, hereinafter referred to as the COUNTY, and Pathways to Prosperity., Inc., hereinafter referred to as the AGENCY, a not-for-profit corporation authorized to do business in the State of Florida, whose Federal Tax I.D. is 27-.3550271. WHEREAS, on December 27, 2020, the Emergency Rental Assistance Program (ERA - COVID-19) was established into law through section 501, Division N, Consolidated Appropriations Act 2021, Public Law No. 116-260 to assist households that are unable to pay rent and utilities due to the COVID-19 pandemic; and WHEREAS, on January 21, 2021, Palm Beach County received funding to implement ERA - COVID-19; and WHEREAS, Community Services Department, hereinafter referred to as the DEPARTMENT, will implement ERA - COVID-19 on behalf of the COUNTY; and WHEREAS, the DEPARTMENT will engage nonprofit agencies to assist with providing rental and utility assistance to Palm Beach County households experiencing loss of income due to COVID-19; and WHEREAS, the AGENCY has agreed to assure access to funded services for COUNTY departments, divisions and/or programs; and to assure that individuals referred from COUNTY departments, divisions and/or programs will receive services on a timely basis. NOW THEREFORE, in consideration of the mutual promises contained herein, the COUNTY and the AGENCY agree as follows: ARTICLE 1 INCORPORATION OF RECITALS The foregoing recitals are true and correct and incorporated herein by reference. ARTICLE 2 FUNDED SERVICES The AGENCY agrees to provide services under Emergency Rental Assistance Program (ERA - COVID-19) services to residents experiencing loss of income as result of COVID-19 of Palm Beach County as set forth in the EXHIBIT A - SCOPE OF WORK AND SERVICES. The AGENCY also agrees to provide deliverables, including reports, as specified in ARTICLE 19 - AGENCY'S PROGRAMMATIC REQUIREMENTS. No changes in the scope of work or services are to be conducted without the written approval of the Palm Beach County Community Services Department (the DEPARTMENT). The AGENCY receiving funds must be an agency within Palm Beach County and the AGENCY'S services, with these contracted funds, are limited to meeting the needs of Palm Beach County residents. No part of the funding is intended to benefit any specific individual or recipient. All funding is intended for the overall benefit of all recipients of the services provided by the programs being funded herein. ARTICLE 3 ORDER OF PRECEDENCE Page 1 Page 495 of 1598 Conflicting rovisions hereof, if any, shall prevail in the following scn i order of precedence: ( ) Laws passed by Congress, which are codified in provisions of the United States Code (U.S.C.) applicable o the funding source for this Contract; ( ) Rules or regulations o f r l agency, whichr codified in the Coe of Federal Regulations ( . . ) and applicabletote funding source fortis Contract; ( ) the federal awardor funding ocu e fortis Contract; ( ) the provisions of the Contract, including EXHIBIT A and EXHIBIT B.- and ( ) all other documents, if any, cited herein or incorporated herein by reference. ARTICLE 4 SCHEDULE The term of this Contractshall be for on ( ) year, starting r 1, 2022 (initial term) and the Contract will automatically renew for two ( ) additional o (1) year ter (s) (renewal terms), unless either party notifies the other prior to the expirationof the initial term or any renewal term of its intent not to renew in accordance it e time parameters stated herein. The parties shall amend this Contract if there is a change to the Scopeo Work/implementation Plan, funding, n /or federal, state, local laws or policies affecting is Contract. Monthly billing, reports and other items shall be delivered or completed in accordance with the detailed schedule set forth i e PROGRAMMATIC REQUIREMENTS. ARTICLE 5 PAYMENTS TO AGENCY The total amount to be paidCOUNTY under this Contract for all services and materials shall not exceed a total Contract amount of ONE HUNDRED AND FIFTY THOUSAND DOLLARS AND ZERO CENTS _$L50,P00.09) OVER A THREE-YEAR PERIOD,_QE_WjjjCH FIFTY THOUSAND DOLLARS AND ZERO CENTS «rIS BUDGETED IN FISCALTHOUSAND , YEAR 2022 WITH AN ANTICIPATED ANNUAL ALLOCATION OF FIFTY DOLLARS AND ZERO C $5000.00) SUBSE UENT FISCAL YEAR FOR THE TERM OFE BUDGETED IN EACH CONTRACT. The AGENCY will bill the on a monthlybasis, or as otherwise provi e the amounts set forth in EXHIBIT B forservices ren r toward the completion of the Scope Work. Where incremental billings for partially completed items arepermitted, total billings shall not exceed the estimated percentagecompletion s of the billing ate. The program and unit cost definitions for this Contract year are set forth in EXHIBIT B. All requests for payments of this Contract shall include an original cover memo on AGENCY letterhead signed e Chief ective Officer, Chief i nci I Officer or their designee. The AGENCY isobligated to provide the COUNTY with the properlycompleted requests for all funs to be paid relative to this Contract. Any amounts not submitted by AGENCY shall remain e COUNTY'S and the COUNTY shall have no further obligation ih respect to such amounts. Payment of invoices shall be contingent on timely resit of all required reports. Invoices received from he AGENCY pursuantto this Contract will be submitted through the Services and Activities Management Information System ( I site, reviewed napproved by Page 2 Page 496 of 1598 the COUNTY'S representative, to verify that services have been rendered in conformity with the Contract. Approved invoices will then be sent to the Finance Department for payment. Invoices will normally be paid within thirty (30) days following the COUNTY representative's approval. Any payment due by COUNTY under the terms of this Contract shall be withheld until all reports due from the AGENCY and necessary adjustments have been approved by the COUNTY. In the event that the AGENCY has drawn down all possible funds prior to the end of the fiscal year and does not comply with all reporting requirements, the COUNTY will take this into consideration during the next funding year. COUNTY funding can be used to match grants from non-COUNTY sources; however, the grantee cannot submit reimbursement requests for the same expenses to more than one funding source or under more than one COUNTY funded program. Final Invoice: In order for both parties herein to close their books and records, the AGENCY will clearly state "final invoice" on the AGENCY'S final/last billing to the COUNTY. This shall constitute AGENCY'S certification that all services have been properly performed and all charges and costs have been invoiced to Palm Beach County. Any other charges not properly included on this final invoice are waived by the AGENCY. In order to do business with Palm Beach County, agencies are required to create a Vendor Registration Account OR activate an existing Vendor Registration Account through the Purchasing Department's Vendor Self Service (VSS) system, which can be accessed at https://pbcvssp.co.palm-beach.fl.us/webapp/vssp/AltSelfService. If AGENCY intends to use subagencies, AGENCY must also ensure that all subagencies are registered as agencies in VSS. All subcontractor agreements must include a contractual provision requiring that the subagency register in VSS. COUNTY will not finalize a contract award until the COUNTY has verified that the AGENCY and all of its subagencies are registered in VSS. ARTICLE 6 AVAILABILITY OF FUNDS The obligations of the COUNTY under this Contract for the current or any subsequent grant year are subject to the availability of funds lawfully appropriated for its purpose by the Board of County Commissioners of Palm Beach County, and received from the United States Government under the United States Treasury Department. ARTICLE 7 TRUTH-IN-NEGOTIATION CERTIFICATE Signature of this Contract by the AGENCY shall also act as the execution of a truth-in- negotiation certificate certifying that the wage rates, over-head charges, and other costs used to determine the compensation provided for in this Contract are accurate, complete and current as of the date of the Contract and no higher than those charged to the AGENCY'S most favored customer for the same or substantially similar service. The said rates and costs shall be adjusted to exclude any significant sums should the COUNTY determine that the rates and costs were increased due to inaccurate, incomplete or noncurrent wage rates or due to inaccurate representations of fees paid to outside agencies. The COUNTY shall exercise its rights under this Article within three (3) years following final payment. ARTICLE 8 AMENDMENTS TO FUNDING LEVELS Page 3 Page 497 of 1598 This Contract may be amended to decrease and/or increase funds for the delivery of services depending upon the utilization and rate of expenditure of funds. AGENCY shall be subject to decrease of funds if funds are not utilized at the anticipated rate of expenditures. The anticipated rate of expenditures is determined by dividing the Contract service amount by the months in the Contract unless otherwise provided for in this Contract. A 10% increase over the monthly expenditure rate must be pre-approved by the COUNTY. The anticipated rate of expenditure will be figured on a per service basis. The formula for reduction of funds shall be as follows: At one quarter of the service period the AGENCY shall have provided at a minimum twenty percent (20%) of their anticipated services. If the minimum has not been reached ten percent (10%) of the unspent funds allocated for that service period may be reduced. At one half of the service period the AGENCY shall have provided at a minimum forty percent (40%) of their anticipated services. If the minimum has not been reached fifty percent (50%) of the unspent funds allocated for that service period may be reduced. At three quarters of the service period the AGENCY shall have provided at a minimum seventy-five percent (75%) of their anticipated services. If the minimum has not been reached one hundred percent (100%) of the unspent funds allocated for that service period may be reduced. In the event that funds become available due to other agencies budgets being decreased, a currently funded AGENCY may apply for those funds. AGENCY may become eligible for an increase in funding if they have spent their funds at the anticipated rate and can present a proposal for the Utilization of additional funds by delivering additional units of service. Any increase or decrease of funding for any of the AGENCY'S contracted programs of up to 10% may be approved by the Director of Community Services or Designee. Any increase or decrease of funding over 10% must be approved by the Board of County Commissioners. ARTICLE 9 INSURANCE The AGENCY shall maintain at its sole expense, in force and effect at all times during the term of this Contract, insurance coverage and limits (including endorsements) as described herein. Failure to maintain at least the required insurance shall be considered default of the Contract. The requirements contained herein, as well as COUNTY'S review or acceptance of insurance maintained by AGENCY, are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by AGENCY under the Contract. AGENCY agrees to notify the COUNTY at least ten (10) days prior to cancellation, non-renewal or material change to the required insurance coverage. Where the policy allows, coverage shall apply on a primary and non-contributory basis. A. Commercial General Liability: AGENCY shall maintain Commercial General Liability at a limit of liability not less than $500,000 combined single limit for bodily injury and property damage each occurrence. Coverage shall not contain any endorsement(s) excluding Contractual Liability or Cross Liability. B. Additional Insured Endorsement: The Commercial General Liability policy shall be endorsed to include, "Palm Beach County Board of County Commissioners, a Political Page 4 Page 498 of 1598 Subdivision of the StateFlorida, its Officers, Employees, and Agents" as an Additional Insured. A copy of the endorsementshall be providedo COUNTY upon request. C. ' Y shall maintain Workers' Compensation loer's Liability in accordance with Chapter 440 oft e Florida tut . D. Professional Liability: AGENCY II maintain Professional Liability, or equivalent Errors & Omissions Liability, at a limit of liability less than $1,000,000c occurrent r aggregate. When a self-insured retention (SIR) or deductible ece 1 , COUNTY reserves the right, not the obligation, to review n request a copy of AGENCY'Srecent annual report r audited financial statement. For policies written "claims-made" basis, AGENCY warrants the Retroactive Date equals or precedes the effective date of this Contract. In the event the policy is canceled, non-re e , switched ccrrec Form, retroactive ate advanced, or any other event triggering right to purchasea Supplement Extended Reporting Period ( ) during the term of this Contract, AGENCY shall purchase with a minimumreporting erio not less than three (3) years after the expiration oft e Contract r . The requirement to purchase a SERP shall not relieve the AGENCYthe obligation to providereplacement coverage. The Certificate Insurance providing evidence of the purchase of this coverage shall clearly indicate eh r coverage is provided on an "occurrence" or "claims-made" form. If coverage is providedn a "claims-made" form the CertificateInsurance must also clearly indicate h "retroactive ate" f coverage. E. Waiver c her prohibited law, AGENCY herebyie n and all rights of Subrogation against the COUNTY, its officers, employees and agents for each required lic except Professional Liability. When required insurer, or should a policy condition not permit an insured to enter into a pre-loss agreement to ave subrogation i out an endorsement, n AGENCY shall notify the insurer an request the policy be endorsedit iv r of Transfer of Rights of RecoveryAgainst Others, or its equivalent. iWaiver of Subrogation requirement shall not apply to any policy includes a condition to the policy specifically prohibiting such orse nt or voids coverage should C enter into such an agreement on apre-loss basis. F. Certificates of Insurance: On execution f this Contract, renewal, within forty-eight ( ) hours of a request upon expiration any of the required coverage throughout the term of this Contract, the AGENCYll deliver to the COUNTY or C designated representative a signed Certificate(s ) of Insurance evidencing h II types and minimumlimits of insurance coverage required y this Contract ave been obtained r in force and effect. Certificates shall be issue : Palm Beach County Board of Commissioners and may be addressed: c/o Community Services Department 810 Datura Street West Palm Beach, L 33401 Contracts Manager FRight to Revise : COUNTY, by and throughits Risk Managementr ent in cooperation with the contracting/monitoring de r en , reserves the right o review, Page 5 Page 499 of 1598 modify, reject, or accept n required olici s of insurance, including limits, coverage, or endorsements. ARTICLE 10 INDEMNIFICATION AGENCY shall protect, defend, reimburse, indemnify, s v nd hold the COUNTY, its agents, employees, 'cers and electedofficials harmless from against all claims, liability, expense, I ss, cost, damages or causes of actionevery kind or character, i clu in attorney's fes and costs, whether at trial or appellate levels or otherwise, arising during as a result of their performance of the terms of this Contract or due to the acts oromissions ofAGENCY, AGENCYill hold the COUNTY harmless and will indemnify the COUNTY for any funds that the COUNTY isobligated to refund the Federal Government basedn the Cprovision services, or failure to provide services, pursuant to this Contract. The AGENCY also agrees that funs made availablepursuant to this Contract shall not be used by the AGENCY for the purpose of initiating or pursuing litigation against the COUNTY. ARTICLE 21 SUCCESSORS AND ASSIGNS The COUNTY and the AGENCYeach ins itself and its partners, successors, executors, administrators and assigns tote other party and tote partners, successors, executors, administrators and assigns of such other party, in respect to all covenants oft is Contract. Except above, neither the COUNTY nor the AGENCY shall assign, sublet, convey or transfer its interest int is Contract without the prior written consent oft e other. AGENCYARTICLE 12 WARRANTIES AND LICENSING REQUIREMENTS The represents and warrants that it has and will continue to maintain all licenses and approvals required o conduct its business, and that it will at all times conduct its business activities in a reputable maner. Proof of such licenses and approvals shall be submitted e representative o request. The AGENCYshall comply with allI , ordinances and regulations lic le to the services contemplated herein, to include s applicable to conflict of interest and collusion. The AGENCYis presumedto be familiar with all federal, stat , and local laws, ordinances, codes and regulations y in any wayc the services offered. The AGENCY represents and warrantsit is governedBoard, or other appropriate body, whose members have o monetary conflict interest. Further, the members mustalso serve Cwithout compensation, the composition of the governing body must reasonably reflect Palm BeachCounty /or client demographics. The AGENCY shall comply with all legal criminal history record check regulations r uire for the population they serve. AGENCY will have and comply ih policy that requires the conduct a Level 1 or Level 2 Criminal Background Check as appropriate on applicants and volunteers being considered for positions that will provide services or will be around children, the elderly and other vulnerable l populations, rior to start date. AGENCY mayhire employees prior to obtainingthe Level 2 backgroundcheck results, the employees are only permitted o attend trainingand orientation during this period while they arewaiting for their background check results. They arenot allowed to have any contact withh clients during Page Page 500 of 1598 this period. Live Scan Screeningroof must be providedt shows the scan as completed prior to an employee's start date. All criminal background checks shall be done at the expense the AGENCY ARTICLE 13 PERSONNEL The AGENCY warrants that all services shall be performed by skilledcompetent personnel to the highestr ssio I standards in the field. Anychanges or substitutions i the AGENCY'S personnel, or any personnel turnover which could adverselyimpact the AGENCY'Sili provide services as may be listed hereins e made known to the C representative within 'v ( ) working days of the change. shall establish and consistently utilize an allocation methodology for personnel costs for program activities supported li l sources. II of the services r uire ereinn r shall be performed by the AGENCY or under its supervision. The AGENCY further represents it has, or will secure at its own expense, all necessary ersonnel required to perform the services under this Contract, and thatthey shall be fully qualified and, if required, rized, permitted, andfor licensed under State and local law to performsuch services. Such personnel shall not be employees of or have any contractual relationship wi II o personnel (and all subcontractors), while on COUNTY premises, will comply i all COUNTY requirements govri conduct, safety and security. ARTICLE 14 NONDISCRIMINATION The COUNTY is committed ri I opportunity in the awardof contracts and complies with all laws prohibiting discrimination. Pursuant to Palm Beach County Resolution R2017-1770, as may be amended, the AGENCY warrants and represents that throughout e term of the Contract, including any renewals thereof, if applicable, aII of its employees re treated equallyduring employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, familial status, sexual orientation, gender identity or expression, or genetic information. Failure to meet this requirement shall be considered defaultof the Contract. As a condition of entering into this Contract, the AGENCY represents and warrants that it will comply i the COUNTY'S Commercial Nondiscrimination Policy as described in Resolution 2017-1770, s amended. art of such compliance, the AGENCY shall not discriminate on the basisof race, color, national ri in, religion, ancestry, sex, age, marital status, familial status, sexual orientation, gender identity r expression, di bility, or genetic information i the solicitation, selection, hiring or commercial r at n of subcontractors, vendors, suppliers, r commercial customers, nor shall the AGENCY retaliate agaist any personfor reporting instances of such iscri iai n. The AGENCYshall provide equal opportunity for subcontractors, vendors and suppliers to participate i II of its public sector and private sector su conractin and supply oriie , provided that nothing contained int is clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that have occurred r are occurring in the C relevant marketplace i Palm ch County. AGENCY shall comply with all applicable Federal to relating o nondiscrimination. These include u re not limited o: ( ) seq., Title VI, Civil Rights Act of 1964 Page 7 Page 501 of 1598 which prohibits discrimination on the basis of race, col r or national ori in; O 20 U.S.C. 1681 et seq., Title IX of the Education Amendments of 1972, as amended, which prohibits discriminationon the basis of sex; (c) 29 U.S.C. § 701 et seq., Sectionof the Rehabilitation Act of 1973, as amended, which prohibits discrimination on thebasis of disability; ( ) 42 et seq., the Age Discrimination Act of 1975, as amended, which prohibits discrimination on the basis of age; ( ) Public Law 92-255, the DrugusOffice and Treatment c of 1972, as amended, relating o nondiscrimination on the basis of drug ; O Public Law 91-616, the Comprehensive Alcohol Abuse and Alcoholismrev ti , Treatment and Rehabilitation Act of 1970, , relating to nondiscrimination on the basis of alcohol abuse or alcoholism; O t seq., the Public Health Servicec of 1912, s amended, relating to confidentiality of alcohol and drugtient records; ( ) U.S.C.42 3601 et seq., Title VIII of the Civil Rights Act of 1968, as amended, relating o nondiscrimination in the sale, rental or financing of housing; (i) any other nondiscrimination provisions in the statute (s) under which this Contractt uses Federal ssi c is being made; and (j) the requirements other nondiscrimination statute(s) which may apply to this Contract. Vendor shall comply ith the Drug FreeWorkforce c o . AGENCYThe rstands and agrees at ri I violation of this clause sall be considered a material breach oft is Contract result in termination of thisContract, disqualification r debarment of the company from rici tin in COUNTY contracts, or other sanctions. This clause is not enforceable or forte benefit of, and creates no obligation to, anyit rty. AGENCY shall include this language in its subcontracts. ARTICLE 15 SUBCONTRACTING The COUNTY reserves the right to accept the use of a subcontractor, or to reject the selection of a particular subcontractor, and to inspect all facilities of any subcontractors i order to makeeer i tion as to the capability the subcontractor erfor properly under this Contract. If a subcontractor ils to perform or make progress, as required is Contract, and it is necessary to replace the subcontractor to complete the wor in a timelyfashion, the AGENCY shall promptly do so, subject to acceptance of the new subcontractor . ARTICLE 16 REMEDIES This Contract shall be governed by the laws of the State of Florida. legal action necessary to enforce the Contract will be heldin a court of competent jurisdiction located in PalmBeach County, Florida. No remedy hereinconferred on any party is intended to be exclusive o any other remedy, and each and every such remedy shall be cumulative and shaII be in addition to every other remedy givenhereunder or now or hereafter existing law or i equity, by statute r otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. No provision of this Contractis intended to, or shall be construed to, create any thirdparty beneficiary or to provide any rights to any person or entity not a partyo this Contract, including t not limited o any citizen or employees of the COUNTY and/or AGENCY. ARTICLE 17 CONTRACTING WITH SMALL AND MINORITY ® WOMEN'S BUSINESS ENTERPRISES, LABOR SURPLUS FIRMS Page 8 Page 502 of 1598 A. The COUNTY has made all necessary affirmative steps to assure that small and minority businesses, women's business enterprises, and labor surplus area firms are used when possible. The AGENCY, if prime sub-contracts are to be let, shall take the Affirmative Steps listed below in paragraphs 1) through 5) of this Article. B. AFFIRMATIVE STEPS must include: 1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; 2. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; 3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; 4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; 5. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. ARTICLE 18 HIRING OF MECHANICS OR LABORERS For those solicitations and contracts including the employment of mechanics or laborers, the Contract must provide for compliance with 40 U.S.0 § 3702, as supplemented by Department of Labor regulations (29 C.F.R. 5). Specifically, AGENCY shall be required to compute the wages of every mechanic and laborer based on a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half (11/2) times the basic rate of pay for all hours worked in excess of 40 hours in the work week. ARTICLE 19 AGENCY'S PROGRAMMATIC REQUIREMENTS Failure to provide or adhere to the following information or activity in a timely fashion and in the format required will constitute a material breach of this Contract and may result in termination of this Contract. In addition to its other obligations hereunder, the AGENCY agrees to comply with the following: 1. AGENCY must maintain separate financial records for ERA - COVID-19 funds and account for all receipts and expenditures including direct and indirect cost allocations in accordance with Generally Accepted Accounting Principles (GAAP), by individual service categories, by administration and program costs ERA - COVID-19 fund cost allocations are to be completed and posted by service category, delineating program and administrative costs, to the general ledger on a monthly basis. 2. AGENCY shall be chartered or registered with the Florida Department of State, have been incorporated for at least one AGENCY fiscal year and have provided services for at least six months. If approved for funding, a formal contract shall be executed, and payment will be made by reimbursement of documented expenses. 3. AGENCY shall promptly reimburse the COUNTY for any funds which are misused, misspent, unspent, or are for any reason deemed by the COUNTY to have been spent on Page 9 Page 503 of 1598 ineligible expenses. This will be calculated based on payment schedule as determined by the COUNTY. 4. AGENCY must allow the DEPARTMENT to monitor AGENCY to assure that goals and conduct as outlined in the EXHIBIT A - SCOPE OF WORK, are adhered to. Non- compliance may impact future contract awards and/or funding level. 5. AGENCY must comply with the Health Insurance Portability Accountability Act (HIPAA). 6. AGENCY must attend all meetings, as required by COUNTY staff and other funded agencies, to develop their respective programs. 7. AGENCY must maintain books, records, documents, and other evidence which sufficiently and properly reflects all costs and provisions of services to individuals of any nature expended in the performance of this Contract for a period of not less than seven (7) years. 8. AGENCY must submit any and all reports to the COUNTY for each individual service as requested; including Recipient databases reports, as well as any AGENCY database reports that might contain ERA - COVID-19 client level data and/or ERA - COVID-19 fiscal data. All reports are subject to on-site verification and audit of AGENCY'S records. Copies of the required forms will be supplied to the AGENCY. Failure to submit completed reports will constitute a material breach of this Contract and may result in termination of this Contract. Agencies must be able to respond to Recipient inquiries. Data Reports will be monitored during monitoring phase. 9. AGENCY must not expend ERA - COVID-19 funds received pursuant to this Contract with any for-profit entity if there is a nonprofit entity available to provide quality service. Expenditure with a for-profit entity will require documentation that there were no nonprofit entities available to provide the quality service. 10. AGENCY agrees to the sharing of all data collected pursuant to this Contract, and must execute a Data Sharing Agreement that provides for sharing all data within the ERA - COVID-19 client database, the Online System for Community Access to Resources and Social Services (OSCARRS) system. 11. AGENCIES must attend OSCARRS training within one month of Contract award. 12. AGENCY must have policies in place to monitor any subagency providing services on behalf of the AGENCY paid with ERA - COVID-19 funds. Subagency contracts shall be documented between an AGENCY and subagency with a signed contract detailing the services to be rendered, length of contract and payment amounts. 13. AGENCY must sign and submit the following attachments: a. EXHIBIT D - CASH FLOW COMMITMENT STATEMENT along with the following financial statements: i. Statement of Cash Flows ii. Statement of Revenues, Expenditures and Changes in Fund Balance iii. Balance Sheet Statement 14. AGENCY must comply with all of the provisions of 2 C.F.R. 200 - Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards (Super Circular) for CARES Act Rent and Utilities Assistance Program. 15. Funds provided to AGENCY pursuant to this Contract shall not be used to make payments for international travel. 16. AGENCY must comply with the information contained in EXHIBIT F - CERTIFICATION REGARDING LOBBYING BYRD ANTI-LOBBYING AMENDMENT and EXHIBIT G - CERTIFICATION DEBARMENT AND SUSPENSION. Page 10 Page 504 of 1598 17. In accordance with section 119.0721(2), Florida Statutes, Social Security Numbers (SSN) may be disclosed to another governmental entity or its agents, employees, or contractors, if disclosure is necessary for the receiving entity to perform its duties and responsibilities. The receiving governmental entity, and its agents, employees, and contractors shall maintain the confidential and exempt status of such numbers. 18. Any publications produced with funds from the ERA - COVID-19 award must display the following language: This project is supported, in whole or in part, by federal award number 21.023, awarded to Palm Beach County by the U.S. Department of the Treasury. 19. AGENCY shall meet the requirements of the DEPARTMENT'S Emergency Rental and Utilities Assistance Program (ERA Program) Policy and Procedures Memorandum (PPM) #CS-E-005, located on the DEPARTMENT'S website at: https://discover.pbcgov.org/communityservices/humanservices/Pages/CoC-Grant- Apps.aspx ARTICLE 20 ACCESS AND AUDITS The AGENCY shall maintain adequate records to justify all charges, expenses, and costs incurred in estimating and performing the work for at least seven (7) years after completion of this Contract, or until resolution of any audit findings and/or recommendations. The COUNTY shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during normal business hours, at the AGENCY'S place of business. The AGENCY will provide a final close out report and Financial Reconciliation Statement as set forth in EXHIBIT C on accounting for all funds expended hereunder no later than 30 days from the Contract end date. The AGENCY shall provide the COUNTY with an annual financial audit report, which meets the requirements of sections 11.45 and 216.349, Florida Statutes, and Chapter 10.550 and 10.650, Rules of the Auditor General, and, to the extend applicable, the Single Audit Act of 1984, 31 U.S.C. § 7501-7507, OMB Circular A-128 for the purposes of auditing and monitoring the funds awarded under this Contract. a. The annual financial audit report shall include all management letters and the AGENCY'S response to all findings, including corrective actions to be taken. b. The annual financial audit report shall include a schedule of financial assistance specifically identifying all contracts, agreements and grant revenue by sponsoring agency and contract/agreement grant number. C. The complete financial audit report, including all items specified herein, shall be sent directly to: Fiscal Manager Palm Beach County Community Services Department 810 Datura Street West Palm Beach, FL 33401 Page 11 Page 505 of 1598 Electronic submission via email is acceptable. Please submit audit reports to the Fiscal Manager and Financial Analyst. d. The AGENCY shall have all audits completed by an independent certified public accountant (IPA) who shall either be a certified public accountant or a public accountant licensed under Chapter 473, Florida Statutes. The IPA shall state that the audit complied with the applicable provisions noted above. e. The audit is due within 30 days after receipt of the financial audited report from the IPA or PA within nine (9) months after the close of the AGENCY'S fiscal year. f. A copy of all grant audits and monitoring reports by other funding entities are required to be provided to the COUNTY. g. AGENCY shall establish policies and procedures and provide a statement, stating that the accounting system or systems established by the AGENCY, has appropriate internal controls, checking the accuracy and reliability of accounting data, and promoting operating efficiency. ARTICLE 21 CONFLICT OF INTEREST The AGENCY represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder, as provided for in Chapter 112, Part III, Florida Statutes, and Palm Beach County Code of Ethics. The AGENCY further represents that no person having any such conflict of interest shall be employed for said performance of services. The AGENCY shall promptly notify the COUNTY'S representative, in writing, by certified mail, of all potential conflicts of interest of any prospective business association, interest or other circumstance which may influence or appear to influence the AGENCY'S judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the AGENCY may undertake and request an opinion of the COUNTY as to whether the association, interest or circumstance would, in the opinion of the COUNTY, constitute a conflict of interest if entered into by the AGENCY. The COUNTY agrees to notify the AGENCY of its opinion by certified mail within thirty (30) days of receipt of notification by the AGENCY. If, in the opinion of the COUNTY, the prospective business association, interest or circumstance would not constitute a conflict of interest by the AGENCY, the COUNTY shall so state in the notification and the AGENCY shall, at its option, enter into said association, interest or circumstance and it shall be deemed not in conflict of interest with respect to services provided to the COUNTY by the AGENCY under the terms of this Contract. ARTICLE 22 DRUG-FREE WORKPLACE The AGENCY shall implement and maintain a drug-free workplace program of at least the following items: 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. Page 12 Page 506 of 1598 2. Inform employees about the dangers of drug abuse in the workplace, the AGENCY'S policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the services that are under Contract a copy of the statement specified in Item Number 1 above. 4. In the statement specified in Item Number 1 above, notify the employees that, as a condition of working on the Contract services, the employee will abide by the terms of the statement and will notify the AGENCY of any conviction of, or plea of guilty nolo contendere to, any violation of Chapter 893, Florida Statutes, or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction or plea. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, by any employee who is so convicted or so pleads. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of section 287.087, Florida Statutes. ARTICLE 23 AMERICANS WITH DISABILITIES ACT (ADA) The AGENCY shall meet all the requirements of the Americans With Disabilities Act (ADA), which shall include, but not be limited to, posting a notice informing service recipients and employees that they can file any complaints of ADA violations directly with the Equal Employment Opportunity Commission (EEOC), One Northeast First Street, Sixth Floor, Miami, Florida 33132. ARTICLE 24 INDEPENDENT CONTRACTOR RELATIONSHIP The AGENCY is, and shall be, in the performance of all work services and activities under this Contract, an Independent Contractor, and not an employee, agent, or servant of the COUNTY. All persons engaged in any of the work or services performed pursuant to this Contract shall at all times, and in all places, be subject to the AGENCY'S sole direction, supervision, and control. The AGENCY shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the AGENCY'S relationship and the relationship of its employees to the COUNTY shall be that of an Independent Contractor and not as employees or agents of the COUNTY. The AGENCY does not have the power or authority to bind the COUNTY in any promise, contract or representation other than specifically provided for in this Contract. ARTICLE 25 CONTINGENT FEES The AGENCY warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the AGENCY to solicit or secure this Contract and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the AGENCY, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Contract. Page 13 Page 507 of 1598 ARTICLE 26 PUBLIC ENTITY CRIMES As provided in section 287.132-133, Florida Statutes, by entering into this Contract or performing any work in furtherance hereof, the AGENCY certifies that it, its affiliates, suppliers, subcontractors and AGENCY who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within the 36 months immediately preceding the date hereof. This notice is required by section 287.133(3)(a), Florida Statutes. ARTICLE 27 EXCUSABLE DELAYS The AGENCY shall not be considered in default by reason of any failure in performance if such failure arises out of causes reasonably beyond the control of the AGENCY or its subcontractors and without their fault or negligence. Such causes include, but are not limited to: acts of God; natural or public health emergencies; labor disputes; freight embargoes; and abnormally severe and unusual weather conditions. AGENCY acknowledges that Palm Beach County and the Country are currently experiencing a pandemic, specifically COVID-19, and agrees that COVID-19 is not an excusable delay under this Contract. Upon the AGENCY'S request, the COUNTY shall consider the facts and extent of any failure to perform the work and, if the AGENCY'S failure to perform was without it or its subcontractor's fault or negligence, the Contract Schedule and/or any other affected provision of this Contract shall be revised accordingly; subject to the COUNTY'S rights to change, terminate, or stop any or all of the work at any time. ARTICLE 28 ARREARS The AGENCY shall not pledge the COUNTY'S credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The AGENCY further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Contract. ARTICLE 29 DISCLOSURE AND OWNERSHIP OF DOCUMENTS The AGENCY shall deliver to the COUNTY'S representative for approval and acceptance, and before being eligible for final payment of any amounts due, all documents and materials prepared by and for the COUNTY under this Contract. The AGENCY agrees that copies of any and all property, work product, documentation, reports, computer systems and software, schedules, graphs, outlines, books, manuals, logs, files, deliverables, photographs, videos, tape recordings or data relating to the Contract which have been created as a part of the AGENCY'S services or authorized by the COUNTY as a reimbursable expense, whether generated directly by the AGENCY, or by or in conjunction or consultation with any other party whether or not a party to the Contract, whether or not in privity of contract with the COUNTY or the AGENCY, and wherever located shall be the property of the COUNTY. To the extent allowed by Chapter 119, Florida Statutes, all written and oral information not in the public domain or not previously known, and all information and data obtained, developed, Page 14 Page 508 of 1598 or supplied by the COUNTY, or at its expense, will be kept confidential by the AGENCY and will not be disclosed to any other party, directly or indirectly, without the COUNTY'S prior written consent, unless required by a lawful court order. All drawings, maps, sketches, programs, data bases, reports and other data developed or purchased under this Contract for the COUNTY, or at the COUNTY'S expense, shall be and remain the COUNTY'S property and may be reproduced and reused at the discretion of the COUNTY. All covenants, agreements, representations and warranties made herein, or otherwise made in writing by any party pursuant hereto, including but not limited to any representations made herein relating to disclosure or ownership of documents, shall survive the execution and delivery of this Contract and the consummation of the transactions contemplated hereby. Notwithstanding any other provision in this Contract, all documents, records, reports and any other materials produced hereunder shall be subject to disclosure, inspection and audit, pursuant to the Palm Beach County Office of the Inspector General in Palm Beach County Code, Section 2-421 - 2-440 as amended. ARTICLE 30 TERMINATION This Contract may be terminated by the AGENCY upon sixty (60) days' prior written notice to the COUNTY in the event of substantial failure by the COUNTY to perform in accordance with the terms of this Contract through no fault of the AGENCY. It may also be terminated, in whole or in part, by the COUNTY, with cause upon five (5) business days written notice to the AGENCY or without cause upon ten (10) business days written notice to the AGENCY. Unless the AGENCY is in breach of this Contract, the AGENCY shall be paid for services rendered to the COUNTY'S satisfaction through the date of termination. After receipt of a Termination Notice, except as otherwise directed by the COUNTY, in writing, the AGENCY shall: • Stop work on the date and to the extent specified. • Terminate and settle all orders and subcontracts relating to the performance of the terminated work. • Transfer all work in process, completed work, and other materials related to the terminated work to the COUNTY. • Continue and complete all parts of the work that have not been terminated. In the event the grant to the COUNTY under the Emergency Rental Assistance Program (ERA - COVID-19) is suspended or terminated, this CONTRACT shall be immediately terminated effective on the date the Federal Government notifies the COUNTY of the suspension or termination. ARTICLE 31 SEVERABILITY If any term or provision of this Contract or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Contract, or the application of such terms or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Contract shall be deemed valid and enforceable to the extent permitted by law. ARTICLE 32 NOTICES Page 15 Page 509 of 1598 All notices required in this Contract shall be sent by certified mail, return receipt requested, hand delivery or other delivery service requiring signed acceptance. If sent to the COUNTY, notices shall be addressed to: Taruna Malhotra, Assistant Department Director Palm Beach County Community Services Department 810 Datura Street West Palm Beach, FL 33401 and if sent to the AGENCY, shall be mailed to: Kemberly Bush, Chief Executive Officer Pathways to Prosperity, Inc. 900 N. Seacrest Boulevard Boynton Beach, FL 33435 ARTICLE 33 STANDARDS OF CONDUCT FOR EMPLOYEES The AGENCY must establish safeguards to prevent employees, agencies or members of governing bodies from using their positions for purposes that are, or give the appearance of being, motivated by a desire for private financial gain for themselves or others such as those with whom they have family, business, or other ties. Therefore, each institution receiving financial support must have written policy guidelines on conflict of interest and the avoidance thereof. These guidelines should reflect State and local laws and must cover financial interests, gifts, gratuities and favors, nepotism, and other areas such as political participation and bribery. These rules must also indicate the conditions under which outside activities, relationships, or financial interest are proper or improper, and provide for notification of these kinds of activities, relationships, or financial interests to a responsible and objective institution official. For the requirements of code of conduct applicable to procurement under grants, see the procurement standards prescribed by 45 C.F.R. Part 74, Subpart P and 45 C.F.R. Part 92.36. The rules of conduct must contain a provision for prompt notification of violations to a responsible and objective AGENCY official and must specify the type of administrative action that may be taken against an individual for violations. Administrative actions, which would be in addition to any legal penalty(ies), may include oral admonishment, written reprimand, reassignment, demotion, suspension, or separation. Suspension or separation of a key official must be reported promptly to the COUNTY. The AGENCY shall provide a copy of the rules of conduct to each officer, employee, board member, and sub-agency who are working on the grant supported project or activity and the rules must be enforced to the extent permissible under State and local law or to the extent to which the COUNTY determines it has legal and practical enforcement capacity. The rules need not be formally submitted to and approved by the COUNTY; however, they must be made available for a review upon request, for example, during a site visit. ARTICLE 34 SCRUTINIZED COMPANIES A. As provided in section 287.135, Florida Statutes, by entering into this Contract or performing any work in furtherance hereof, the AGENCY certifies that it, its affiliates, Page 16 Page 510 of 1598 suppliers, subagencies and AGENCY who will perform hereunder, have not been placed on the Scrutinized Companies that boycott Israel List, or is engaged in a boycott of Israel, pursuant to section 215.4725, Florida Statutes. Pursuant to section 287.135(3)(b), Florida Statutes, if AGENCY is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel, this Contract may be terminated at the option of the COUNTY. B. When contract value is greater than $1 million: As provided in section 287.135, Florida Statutes, by entering into this Contract or performing any work in furtherance hereof, the AGENCY certifies that it, its affiliates, suppliers, subcontractors and AGENCY who will perform hereunder, have not been placed on the Scrutinized Companies With Activities in Sudan List or Scrutinized Companies With Activities in The Iran Petroleum Energy Sector List created pursuant to section 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. If the COUNTY determines, using credible information available to the public, that a false certification has been submitted by AGENCY, this Contract may be terminated and a civil penalty equal to the greater of $2 million or twice the amount of this Contract shall be imposed, pursuant to section 287.135, Florida Statutes. Said certification must also be submitted at the time of Contract renewal, if applicable. ARTICLE 35 PUBLIC RECORDS Notwithstanding anything contained herein, as provided under section 119.0701, Florida Statutes, if the AGENCY. (i) provides a service; and (ii) acts on behalf of the COUNTY as provided under section 119.011(2), Florida Statutes, the AGENCY shall comply with the requirements of section 119.0701, Florida Statutes, as it may be amended from time to time The AGENCY is specifically required to: A. Keep and maintain public records required by the COUNTY to perform services as provided under this Contract. B. Upon request from the COUNTY'S Custodian of Public Records, provide the COUNTY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119 or as otherwise provided by law. The AGENCY further agrees that all fees, charges and expenses shall be determined in accordance with Palm Beach County PPM CW-F-002, Fees Associated with Public Records Requests, as it may be amended or replaced from time to time. C. Ensure that public records that are exempt, or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Contract term and following completion of the Contract, if the AGENCY does not transfer the records to the public agency. D. Upon completion of the Contract the AGENCY shall transfer, at no cost to the COUNTY, all public records in possession of the AGENCY unless notified by COUNTY'S representative/liaison, on behalf of the COUNTY'S Custodian of Public Records, to keep and maintain public records required by the COUNTY to perform the service. If the AGENCY transfers all public records to the COUNTY upon completion of the Contract, the AGENCY shall destroy any duplicate public records that are exempt, or confidential and exempt from public records disclosure requirements. If the AGENCY keeps and maintains public records upon Page 17 Page 511 of 1598 completion of the Contract, the AGENCY shall meet all applicable requirements for retaining public records. All records stored electronically by the AGENCY must be provided to COUNTY, upon request of the COUNTY'S Custodian of Public Records, in a format that is compatible with the information technology systems of COUNTY, at no cost to COUNTY. Failure of the AGENCY to comply with the requirements of this Article shall be a material breach of this Contract. COUNTY shall have the right to exercise any and all remedies available to it, including but not limited to, the right to terminate for cause. AGENCY acknowledges that it has familiarized itself with the requirements of Chapter 119, Florida Statutes, and other requirements of state law applicable to public records not specifically set forth herein. IF THE AGENCY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE AGENCY'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, PLEASE CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT RECORDS REQUEST, PALM BEACH COUNTY PUBLIC AFFAIRS DEPARTMENT, and 301 N. OLIVE AVENUE, WEST PALM BEACH, FL 33401, BY E-MAIL AT RECORDSREQUEST@PBCGOV.ORG OR BY TELEPHONE AT 561-355-6680. ARTICLE 36 CRIMINAL HISTORY RECORDS CHECK The AGENCY, AGENCY'S employees, subcontractors of AGENCY and employees of subcontractors shall comply with Palm Beach County Code, Section 2-371 - 2-377, the Palm Beach County Criminal History Records Check Ordinance ("Ordinance"), for unescorted access to critical facilities ("Critical Facilities") or criminal justice information facilities ("CJI Facilities") as identified in Resolutions R2013-1470 and R2015-0572, as amended. The AGENCY is solely responsible for the financial, schedule, and/or staffing implications of this Ordinance. Further, the AGENCY acknowledges that its Contract price includes any and all direct or indirect costs associated with compliance with this Ordinance, except for the applicable FDLE/FBI fees that shall be paid by the COUNTY. This Contract may include sites and/or buildings which have been designated as either "critical facilities" or "criminal justice information facilities" pursuant to the Ordinance and Resolutions, as amended. COUNTY staff representing the DEPARTMENT will contact the AGENCY(IES) and provide specific instructions for meeting the requirements of this Ordinance. Individuals passing the background check will be issued a badge. The AGENCY shall make every effort to collect the badges of its employees and its subcontractors' employees upon conclusion of the Contract and return them to the COUNTY. If the AGENCY or its subcontractor(s) terminates an employee who has been issued a badge, the AGENCY must notify the COUNTY within two (2) hours. At the time of termination, the AGENCY shall retrieve the badge and shall return it to the COUNTY in a timely manner. The COUNTY reserves the right to suspend the AGENCY if the AGENCY 1) does not comply with the requirements of COUNTY Code Section 2-371 - 2-377, as amended; 2) does not contact the COUNTY regarding a terminated AGENCY employee or subcontractor employee within the stated time; or 3) fails to make a good faith effort in attempting to comply with the badge retrieval policy. ARTICLE 37 PALM BEACH COUNTY OFFICE OF INSPECTOR GENERAL Page 18 Page 512 of 1598 Palm Beach County has established the Office of the Inspector General in Palm Beach County Code 2-421 through 2-440, as may be amended, which is authorized and empowered to review past, present and proposed COUNTY contracts, transactions, accounts and records. The Inspector General has the power to subpoena witnesses, administer oaths and require the production of records, and audit, investigate, monitor, and inspect the activities of the AGENCY, its officers, agents, employees, and lobbyists in order to ensure compliance with Contract requirements and detect corruption and fraud. Failure to cooperate with the Inspector General or interference or impeding any investigation shall be in violation of Palm Beach County Code Section 2-421 through 2-440, and punished pursuant to section 125.69, Florida Statutes, in the same manner as a second degree misdemeanor. ARTICLE 38 AUTHORITY TO PRACTICE The AGENCY hereby represents and warrants that it has and will continue to maintain all licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to the COUNTY'S representative upon request. ARTICLE 39 DISCRIMINATORY VENDOR LIST An entity or affiliate who has been placed on the discriminatory vendor list may not: contract to provide goods or services to a public entity; contract with a public entity for the construction or repair of a public building or public work; lease real property to a public entity; award or perform work as a vendor, supplier, sub-contractor, or agency under contract with any public entity; nor transact business with any public entity. The Florida Department of Management Services is responsible for maintaining the Discriminatory Vendor List and intends to post the list on its website. Questions regarding the discriminatory vendor list may be directed to the Florida Department of Management Services, Office of Supplier Diversity at (850) 487-0915. ARTICLE 40 FEDERAL AND STATE TAX The COUNTY is exempt from payment of Florida State Sales and Use Taxes. The COUNTY will sign an exemption certificate submitted by the AGENCY. The AGENCY shall not be exempted from paying sales tax to its suppliers for materials used to fulfill contractual obligations with the COUNTY, nor is the AGENCY authorized to use the COUNTY'S Tax Exemption Number in securing such materials. The AGENCY shall be responsible for payment of its own and its share of its employees' payroll, payroll taxes and benefits with respect to this Contract. ARTICLE 41 DEBARMENT AND SUSPENSION A completed "Certification Regarding Debarment and Suspension" (EXHIBIT 1) is required at time of contract execution. Upon request, the AGENCY agrees to provide the COUNTY with subsequent certification(s) for it and/or its suppliers, sub-recipients and sub-agencies after Contract award. This Contract is a covered transaction for purposes of 2 C.F.R. 180 and 2 C.F.R. 3000. As such the AGENCY is required to verify that none of the AGENCY, its principals (defined at 2 C.F.R. Page 19 Page 513 of 1598 180.995), or its affiliates (defined at 2 C.F.R. 180.905) are excluded (defined at 2 C.F.R. 180.935). The AGENCY must comply with 2 C.FR. 180, subpart C and 2 C.F.R. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. This certification is a material representation of fact relied upon by the COUNTY. If it is later determined that the AGENCY did not comply with 2 C.F.R. 180, subpart C and 2 C.F.R. 3000, subpart C, in addition to remedies available to the Federal Government serving as Grantor and COUNTY as Recipient, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The AGENCY must comply with the requirements of 2 C.F.R. 180, subpart C and 2 C.F.R. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The AGENCY further agrees to include a provision requiring such compliance in its lower tier covered transactions. ARTICLE 42 FEDERAL SYSTEM FOR AWARD MANAGEMENT A contract award shall not be made to parties listed on the government-wide exclusions set forth in the System for Award Management ("SAM") (found at www.sam.gov), which contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority. ARTICLE 43 FACILITIES / OFFICE SPACE The COUNTY shall grant the AGENCY the right, revocable license and privilege of accessing and using room(s) (the Premises), contingent on availability, at the following COUNTY locations: 810 Datura Street West Palm Beach, FL 33401 6415 Indiantown Road Jupiter, FL 33450 1440 Martin Luther King Boulevard Riviera Beach, FL 33404 1699 Wingfield Street Lake Worth, FL 33460 38754 State Road #80, Room #216 Belie Glade, FL 33430 The room shall be used solely and exclusively for general office purposes and meeting their obligations under the terms of this Contract. Additional provisions on the license, use and restrictions regarding the Premises are detailed in EXHIBIT F, which is attached hereto and incorporated herein. ARTICLE 44 CLEAN AIR ACT AND THE FEDERAL WATER POLLUTION CONTROL ACT Page 20 Page 514 of 1598 AGENCY agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended (42 U.S.C. 7401-7671) and the Federal Water Pollution Control Act, as amended (33 U.S.C. 1251-1387). The AGENCY agrees to report each violation to the COUNTY, and understands and agrees that the COUNTY will, in turn, report each violation as required by the federal awarding agency and the appropriate Environmental Protection Agency Regional Office. The AGENCY agrees to include these requirements in each sub-contract exceeding $100,000 financed in whole or in part with Federal assistance money. ARTICLE 45 SCIENTIFIC RESEARCH AND DEVELOPMENT AND COPYRIGHT AND PATENT RIGHTS Those solicitations or contracts providing federal funds in support of scientific research and development must comply with the requirements of 37 C.F.R. 401 - Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements, and any implementing regulations issued by the awarding agency. COUNTY shall be the exclusive owner of any patent rights arising as a result of any discovery or invention that arises or is developed in the course of or under this Contract. The COUNTY shall hold the copyright to works produced or purchased under this Contract. FEMA and the Federal Government hold a royalty-free, non-exclusive and irrevocable license to produce, publish, or to otherwise authorize others to use, for Federal Government purposes, copyrighted material that was developed under a Federal award or purchased under a Federal award. ARTICLE 46 MANDATORY STANDARDS AND POLICIES RELATING TO ENERGY EFFICIENCY AGENCY is required to comply with mandatory standards and policies related to energy efficiency that are contained in the State energy conservation plan issued in accordance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871) (42 U.S.C. 6201). ARTICLE 47 PROCUREMENT OF RECOVERED MATERIALS AGENCY is to provide COUNTY with those goods designated by the Environmental Protection Agency (EPA), at 40 C.F.R. 247 - 247.17, that contain the highest percentage of recovered materials practicable while maintaining a satisfactory level of competition for goods valued above $10,000 or where the value of the goods procured during the preceding fiscal year exceeded $10,000. Categories of goods with the highest percentage of recovered materials include construction products; landscaping products; miscellaneous products; non-paper office products; paper and paper products; park and recreation products; transportation products; and vehicular products. ARTICLE 48 PROGRAM FRAUD AND FALSE OR FRAUDULENT OR RELATED ACTS The AGENCY acknowledges that 31 U.S.C. 38 - Administrative Remedies for False Claims and Statements applies to the AGENCY's actions pertaining to this contract. (31 U.S.C. Chapter 38). Page 21 Page 515 of 1598 ARTICLE 49 FEDERAL CRIMINAL LAW/FALSE STATEMENTS ACT The False Statement Act sets forth liability for, among other things, any person who knowingly submits a false claim to the Federal Government or causes another to submit a false claim to the government or knowingly makes a false record or statement to get a false claim paid by the government. For example, a false claim could include false billing documentation submitted by the COUNTY received from an agency or subrecipient under the Contract. (31 U.S.C. 3729). ARTICLE 50 E-VERIFY - EMPLOYMENT ELIGIBILITY AGENCY warrants and represents that it is in compliance with section 448.095, Florida Statutes, as may be amended, and that it; (1) is registered with the E-Verify System (E- Verify.gov), and beginning January 1, 2021, uses the E-Verify System to electronically verify the employment eligibility of all newly hired workers; and (2) has verified that all of AGENCY'S subcontractors performing the duties and obligations of this Contract are registered with the E-Verify System, and beginning January 1, 2021, use the E-Verify System to electronically verify the employment eligibility of all newly hired workers. AGENCY shall obtain from each of its subcontractors an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an Unauthorized Alien, as that term is defined in section 448.095(1)(k), Florida Statutes, as may be amended. AGENCY shall maintain a copy of any such affidavit from a subcontractor for, at a minimum, the duration of the subcontract and any extension thereof. This provision shall not supersede any provision of this Contract which requires a longer retention period. COUNTY shall terminate this Contract if it has a good faith belief that AGENCY has knowingly violated Section 448.09(1), Florida Statutes, as may be amended. If COUNTY has a good faith belief that AGNECY'S subcontractor has knowingly violated Section 448.09(1), Florida Statutes, as may be amended, COUNTY shall notify AGENCY to terminate its contract with the subcontractor and AGENCY shall immediately terminate its contract with the subcontractor. If COUNTY terminates this Contract pursuant to the above, AGENCY shall be barred from being awarded a future contract by COUNTY for a period of one (1) year from the date on which this Contract was terminated. In the event of such contract termination, AGENCY shall also be liable for any additional costs incurred by COUNTY as a result of the termination. ARTICLE 51 COUNTERPARTS This Contract, including the exhibits referenced herein, may be executed in one or more counterparts, all of which shall constitute collectively but one and the same Contract. The COUNTY may execute the Contract through electronic or manual means. ARTICLE 52 ENTIRETY OF CONTRACTUAL CONTRACT The AGENCY agrees that the Scope of Work has been developed from the AGENCY's funding application and that the COUNTY expects performance by the AGENCY in accordance with such application. In the event of a conflict between the application and this Contract, this Contract shall control. The COUNTY and the AGENCY both further agree that this Contract sets forth the entire Contract between the parties, and that there are no promises or understandings other than Page 22 Page 516 of 1598 those stated herein. None of the provisions, terms and conditions contained in this Contract may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto. REMAINDER OF PAGE LEFT BLANK INTENTIONALLY Page 23 Page 517 of 1598 IN WITNESS WHEREOF, the Board of County Commissioners of Palm Beach County, Florida has made and executed this Contract on behalf of the COUNTY and AGENCY has hereunto set his/her hand the day and year above written. ATTEST: Joseph Abruzzo PALM BEACH COUNTY, FLORIDA, a Political Clerk of the Circuit Court & Comptroller Subdivision of the State of Florida Palm Beach County BOARD OF COUNTY COMMISSIONERS BY: BY: Deputy Clerk Mayor AGENCY Pathways to Prosperity, Inc. BY: Authorized Signature Kemberly Bush AGENCY'S Signatory Name Typed APPROVED AS TO FORM AND LEGAL APPROVED AS TO TERMS AND CONDITIONS SUFFICIENCY Community Services Department BY: BY: Assistant County Attorney Department Director Page 24 Page 518 of 1598 EXHIBIT A 2022 EMERGENCY RENTAL ASSISTANCE PROGRAM (ERA COVID-19) SCOPE OF WORK AND SERVICES AGENCY: PATHWAYS TO PROSPERITY, INC. PROGRAM NAME: NAVIGATION SERVICES Number Served: 400 Unduplicated Clients The Emergency Rental Assistance Program (ERA—COVID-19) provides rental and utility assistance to eligible Palm Beach County residents who are eighteen years of age or older, eligible for unemployment, have experienced a reduction of household income, incurred significant costs, annual income is at or below eighty percent (80%) Area Median Income (AMI), or experienced financial hardship due to COVID-19. AGENCY shall perform services on behalf of the Palm Beach County Community Services Department (DEPARTMENT), providing Palm Beach County residents affected by the COVID-19 pandemic with application submittal assistance for ERA- COVID-19. Scope of Services AGENCY shall provide RREAP services to clients suffering negative financial impact from the COVID-19 pandemic. RREAP services are intended to mediate disagreements between tenants and property owners, to construct payment plans, temporary rent reductions, deferred payments or other creative solutions to prevent evictions and ultimately homelessness. AGENCY shall: • Application Review Services for all clients with annual incomes at or below eighty percent(80%) Area Median Income (AMI) who have submitted applications through the DEPARTMENT'S OSCARRS portal, including, but are not limited to: o Review of client applications to screen for eligibility and completeness; and o Approved applications will be processed by the DEPARTMENT. • Application Navigation Services for clients with incomes at or below eighty percent (80%) AMI to submit applications through the OSCARRS portal, including, but are not limited to: o Providing limited technical assistance, scanning services, and/or computer access to clients applying for services; o Assisting clients with submitting all required documents; o Providing Application Review Services once the applications are submitted; o Assisting client in checking the status of submitted application; o Referring clients to other assistance agencies when necessary; o Assisting landlords with the portal and providing them with technical assistance; o Seeing clients in person; o Helping clients with scanning/computer; o Assisting clients with completing applications thru OSCARSS; o Scheduling appointments; Page 25 Page 519 of 1598 EXHIBIT A o Utilizing AGENCY facility and equipment; o Helping clients obtain any documents that are needed; o Initial screening of the application by AGENCY; a Forwarding screened application to the DEPARTMENT; and o Approved applications will be processed by the DEPARTMENT. AGENCY shall not charge a fee to the Client for Navigation Services provided under this Contract. AGENCY responsibilities shall also include, but not be limited to: • Participation in MANDATORY DEPARTMENT-provided training and technical assistance for AGENCIES. Failure to participate in training will render AGENCY ineligible to provide services to Palm Beach County residents; • Clients shall be assisted in the order in which they apply; and • Meet the requirements of LSD's Emergency Rental and Utilities Assistance Program (ERA Program) Policy and Procedures Memorandum(PPM)#CS-E-005, located on the CSD website at: htt as: /c isGover,.be ov.orgZcommunit services/humanservicesPages�'CoC-Grant-A AGENCY will assist Clients who meet the following criteria: • Reside within the limits of Palm Beach County; • Meet gross annual incomes at or below eighty percent (80%) AMI limits prior to COVID-19; • Provide documentation to evidence eligible for unemployment, have experienced a reduction of household income, incurred significant costs, or experienced financial hardship due to the COVID-19 pandemic that contributed to the missed rental payments; • Not have received any other financial assistance for rent and/or utilities for the period payment is requested and must be willing to certify that other assistance has not been obtained; • Have a lease and utilities in the name of an adult household member; • Apply for unemployment benefits and provide support documentation; and • Other restrictions may apply. Assistance may be provided for up to 12 months on a first come first serve basis. Additional benefits may be allowed for an additional three (3) months with the DEPARTMENT's approval. Payment of existing housing-related arrears that could result in eviction of an eligible household is prioritized. Assistance will be provided to reduce an eligible household's rental arrears before the household may receive assistance for future rent payments. Once a household's rental arrears are reduced, the DEPARTMENT will only commit to providing future assistance for up to three (3) months at a time. Households may reapply for additional assistance at the end of the three-month period if needed, provided that the overall time limit for assistance is not exceeded. An application for rental assistance may be submitted by either an eligible household or by a landlord on behalf of that eligible household. Page 26 Page 520 of 1598 EXHIBIT B 2022 EMERGENCY RENTAL ASSISTANCE PROGRAM (ERA-COVID-19) UNITS OF SERVICE RATE AND DEFINITION AGENCY: PATHWAYS TO PROSPERTIY, INC. PROGRAM: NAVIGATION SERVICES Number Served: 400 Unduplicated Clients Total Payments: Not to exceed $50,000 The Scope of Work to be completed by AGENCY as defined in EXHIBIT A shall be billed on a monthly basis, and upon submission of invoices to the COUNTY of said "deliverables" as expressly indicated below. Invoices will normally be paid within thirty (30) days following the COUNTY representative's approval. Request for Payment must be accompanied by detailed report listing client names, date of service, type of service (application review or client assistance) and OSCARSS application number. Reimbursement shall only be made for unduplicated services,that is, reimbursement shall not be made more than once for provision of the same service to the same Client household. Serviice Name Unit Rate Totai Total Total TQ#a13 FY 2022 FY 2023 iFY 2©24 Year Navigation Services is Unit Rate = $125.00 $50,000 $50,000 $50,000 $150,000 defined as providing eligible per Client household Client household with eligible Navigation Services as described in EXHIBIT A- SCOPE OF WORK. One Unit is defined as a i completed service to Client household(s) as evidenced by a client's approved and paid application in OSCARSS. TOTAL AGREEMENT $50,000 $50,000 $50,0001 $150,000 AMOUNT Page 27 Page 521 of 1598 EXHIBIT C FINANCIAL RECONCILIATION STATEMENT As required by the provisions of the Agreement/Contract between Palm Beach County ("the County") and Agency Name ("Agency") [Contract Number] effective 202_, for _[describe subject of Agreement/Contract], attached is a final financial reconciliation of the funds provided by County. As shown in the attached (mark applicable box): ❑ All funds provided by Palm Beach County were spent in accordance with the provisions of the Agreement/Contract; and total administrative expenses did not exceed fifteen percent (15%) OR ❑ There were under expenditures in the amount of $ _ which pursuant to the Contract/Agreement, will be returned to Palm Beach County by [date]; all other funds were spent in accordance with the provisions of the Agreement/Contract. The undersigned states that he/she is the CFO or other individual dually authorized as stipulated in the contract to sign this type of document. The information attached is a true and accurate representation of the expenditure of Palm Beach County funds under the Agree me nt/Con tract. Signature Date Print Name Page 28 Page 522 of 1598 EXHIBIT D CASH FLOW COMMITMENT STATEMENT As the authorized representative of the applicant agency, I hereby certify that our agency has adequate cash available (or access to a credit line) to cover up to three (3) months cash expenses. AGENCY NAME Authorized Representative Date Attachments: a. Statement of Cash flows b. Statement of Activities c. statement of Financial Position Page 29 Page 523 of 1598 EXHIBIT E USE OF AND RESTRICTIONS REGARDING THE PREMISES 1. License for Premises: In addition to the availability of the room in the buildings mentioned in Facilities/Office Space article of this Contract/Agreement and once requested and approved by the DEPARTMENT,the AGENCY shall have the non-exclusive license over,upon and across the Premises,together with the common areas to allow AGENCY access and use of the Premises. The AGENCY shall be entitled to use the Premises without charge. The COUNTY will provide the AGENCY with office furniture and equipment, including a desk, chairs, a file cabinet and a telephone. The AGENCY accepts the Premises in"as is" condition. The AGENCY shall establish procedures with regard to space utilization and permitted uses. Said procedures shall include, but not be limited to, coordination between the COUNTY and the AGENCY of said use. The AGENCY shall, at AGENCY'S sole cost and expense, comply with all regulations of federal, state,county,municipal and other applicable governmental authorities,now in force or which may hereafter be in force, pertaining to the AGENCY or its use of the Premises, and shall faithfully observe in the use of the Premises all municipal and county ordinances and state and federal statutes now in force or which may hereafter be in force. 2. Additional Uses: The AGENCY shall not use, permit or suffer the use of the Premises or any other part of the premises for any other business or purpose whatsoever, except as specifically set forth in this Contract/Agreement and this exhibit without the prior written approval of the Director of the COUNTY'S Department of Facilities Development& Operations. 3. Improvements, Maintenance, Repairs and Utilities: The COUNTY shall maintain, repair and keep the Premises in good condition and repair at COUNTY'S sole cost and expense; provided however, in the event the AGENCY damages the Premises, COUNTY shall complete the necessary repairs and the AGENCY shall reimburse COUNTY for all expenses incurred by COUNTY in doing so. Furthermore, COUNTY shall provide utilities and janitorial services to the Premises that are necessary for the Premises to be used for general office purposes. In no event shall COUNTY be liable for an interruption or failure in the supply of any utilities to the Premises. No improvements, alterations or additions to the Premises shall be performed by the AGENCY. 4. Waste and Nuisance: The AGENCY shall not commit or suffer to be committed any waste or nuisance or other act or thing which may result in damage or depreciation of value of the Premises or which may affect COUNTY'S fee interest in the Premises. The AGENCY shall not store or dispose of any contaminants including, but not limited to, hazardous or toxic substances, chemicals or other agents on the Premises. 5. COUNTY'S Right to Enter: COUNTY shall have the right to enter the Premises at any time necessary, without notice, to implement its responsibilities pursuant to this Contract/Agreement and for purposes of inspection of the Premises generally. 6. Revocation of License: Notwithstanding anything to the contrary contained in this Contract/Agreement, the rights to use COUNTY property granted to the AGENCY in this Contract/Agreement and this exhibit amount only to a license to use the Premises, which license is expressly revocable by COUNTY for any reason whatsoever upon notice to the AGENCY.Upon AGENCY'S receipt of notice from COUNTY of the revocation of the license granted hereby, the AGENCY shall vacate the Premises within thirty (30) days, whereupon the AGENCY'S rights of use pursuant to this Contract/Agreement and this exhibit shall terminate and COUNTY shall be relieved of all further obligations hereunder accruing subsequent to the date of such termination. Page 30 Page 524 of 1598 EXHIBIT E 7. Surrender of Premises: Upon expiration or earlier termination of the AGENCY'S license to use the Premises, the AGENCY, at its sole cost and expense, shall remove all of its personal property from the Premises and shall surrender the Premises to the COUNTY in at least the same condition the Premises were in as of the date of this Contract/Agreement,reasonable wear and tear excepted. Indemnity: To the extent permitted by law, AGENCY shall indemnify, defend and save COUNTY, its agents, officers, and employees harmless from and against any and all claims, actions, damages, liability and expense, whether at trial or appellate level or otherwise, in connection with loss of life, personal injury and/or damage to or destruction of property arising from or out of the occupancy or use by AGENCY of the Premises or any part thereof, or any act, error or omission of AGENCY, its agents, contractors, employees, volunteers or invitees. In case COUNTY shall be made a party to any litigation commenced against AGENCY or by AGENCY against any third party, then AGENCY shall protect and hold COUNTY, its agents, officers, and employees harmless and pay all costs and attorney's fees incurred by COUNTY in connection with such litigation, whether at trial or appellate level or otherwise. This Section shall survive termination or expiration of this Contract/Agreement. Nothing herein shall be construed as a waiver of sovereign immunity or the statutory limits of liability set forth in section 758.28, Florida Statutes. Page 31 Page 525 of 1598 EXHIBIT F CERTIFICATION REGARDING LOBBYING BYRD ANTI-LOBBYING AMENDMENT This Required Certification MUST be Submitted The undersigned Vendor certifies, to the best of his or her knowledge, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract,grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Farm-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into.Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C.§1352(as amended by the Lobbying Disclosure Act of 1995).Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Vendor, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et seq., apply to this certification and disclosure, if any. Signature of Vendor's Authorized Official CEO Name and Title of Vendor's Authorized Official 11/9/2021 Date Page 32 Page 526 of 1598 EXHIBIT G CERTIFICATION DEBARMENT AND SUSPENSION The Vendor certifies that: a. This contract is a covered transaction for purposes of 2 C.F.R. 180 and 2 C.F.R. 3000.As such the contractor is required to verify that none of the contractor, its principals(defined at 2 C.F.R.80.995), or its affiliates (defined at 2 C.F.R. 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. 180.935). b. The contractor must comply with 2 C.F.R. 180, subpart C and 2 C.F.R. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. c. This certification is a material representation of fact relied upon by County(subgrantee). If it is later determined that the contractor did not comply with 2 C.F.R. 180, subpart C and 2 C.F.R. 3000, subpart C, in addition to remedies available to County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. d. The Vendor agrees to comply with the requirements of 2 C.F.R. 180, subpart C and 2 C.F.R. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The vendor further agrees to include a provision requiring such compliance in its lower tier covered transactions. COMPANY NAME:_Pathways to Prosperity, Inc. ADDRESS: COMPANY'S AUTHORIZED OFFICIAL: CEO Name and Title Signature 11/9/2021 Date Page 33 Page 527 of 1598 DocuSign Envelope ID:476C46AS-7A84-4EB8-B72D-606794A1E634 EXHIBIT H TO: All Community Services Employees FROM: Julie Dowe, Director of Finance and Support Services PREPARED BY: Julie Dowe, Director of Finance and Support Services SUBJECT: Covid-19 Rental and Utility Assistance PPM#: CS-E-005 ISSUE DATE EFFECTIVE DATE March 10, 2021 March 10, 2021 PURPOSE: To establish policies and procedures to process client rental and utility assistance applications through the US Treasury Emergency Rental Assistance Program for Palm Beach County residents experiencing crisis due to COVID-19. UPDATES: Future updates to this PPM shall be the responsibility of the Assistant Department Director. AUTHORITY U.S. Department of Treasury Emergency Rental Assistance (ERA) Program BCC Agenda Item from March 9h, 2021 POLICY: On March 9, 2021, the Board of County Commissioners {BCC) approved ERA funding to assist Palm Beach County residents affected by COVID-19 with rental and utility assistance. Eligible Palm Beach County households is a renter household in which at least one or more individuals meets all of the following criteria: i. qualifies for unemployment or experienced a reduction of household income, incurred significant costs, or experienced other financial hardships due to COVID-19; ii. demonstrates a risk of homelessness or housing instability; and iii. Has a household income at or below 80% of the area median. Households may receive up to 12 months of assistance, plus an additional 3 months if the grantee determines the extra months are needed to ensure housing stability and grantee funds are available. Payment of existing housing-related arrears that could result in eviction of an eligible Page 1 of 7 Page 34 Page 528 of 1598 DocuSign Envelope ID:476C46A8-7ASo-4EB8-B72D-6D6794A1E634 EXHIBIT H household is prioritized. Assistance must be provided to reduce an eligible household's rental arrears before the household may receive assistance for future rent payments. Once a household's rental arrears are reduced, grantees may only commit to providing future assistance for up to three months at a time. Households may reapply for additional assistance at the end of the three-month period if needed and the overall time limit for assistance is not exceeded. An application for assistance may be submitted by either an eligible household or by a landlord on behalf of that eligible household. Utilities assistance is for electric, water, gas, sewer, trash removal and energy costs. ERA AA, ui licatian Rek� rements A household may be eligible if they meet the following criteria: 1. One or more household members experience a financial crisis directly or indirectly caused by the COVID-19 Pandemic. Examples may include but are not limited to: Directly Related to COVID-19: a. Reduction or loss of Income b. Lost Employment c. Qualified for Unemployment Indirectly Related to COVID-19: a. Increase in expenses due to COVID-19 b. Responsible for caring for chi]dren/grandchildren at home c. Caring for or being a high risk individual 2. One or more household members can demonstrate a risk of homelessness or housing instability. Examples of proof of risk are: a. Eviction notice b. Past due rent notice c. Past due utility bill d. Utility disconnect notice 3. Total household income must be at or below 80% of Area Median Income (AMI), with priority given to households with 50% or less of Area Median Income a. Income<30%AMI(Highest Priority) b. Income 31% to 50% AMI(High Priority) c. Income 51% to 80%AMI (Regular Priority) NOTE: Priority shall also be given to households with at least one individual unemployed for 90 or more days. Household Partial Eligibilir Households receiving funding or subsidy under any other federally funded rental assistance program i.e. Section 8, HUD Housing, Public Housing may be eligible for ERA assistance. However, households shall need to provide: Page 2 of 7 Page 35 Page 529 of 1598 DocuSign Envelope ID:476C46A8-7A8Q-4EB8-B72D-6D6794A1E634 EXHIBIT H 1. Proof of assistance received from such programs (new tenant portion identified) 2. Proof of rental reduction request to its Housing Authority Staff shall confirm that no other entity using federal dollars has already paid for the rental payment requested in the application. Household Income Income for all adult household members ages 18 and over shall be collected to determine income eligibility(see above income limits and priorities). Income may be collected in the following manner: • Total household income for 2020 (Adjusted Gross Income under IRS form 1040 series) or • Total household income for the two months prior to the submission of the application. Income and household composition must be recertified for each 3-month period after the initial assistance application. Benefit Maximum_ There is not a maximum amount of assistance per household with ERA funding. However, assistance paid may not exceed 12 months. Rental assistance can be paid up to three (3) months in advance, and income must be recertified for each three (3)month period. Required Documentation All Clients must present the following documentation in order to apply for services: • Evidence of COVID-19 direct impact (see examples above) or • Evidence of COVID-19 indirect impact(see examples above) • Evidence of risk of homelessness or housing instability(see examples above) o For Rental Assistance- Current Lease Agreement and Balance Statement completed by Landlord must be submitted o For Utility Assistance—copy of past due bill or disconnection notice must be submitted • Evidence of Income Eligibility: o For determining 2020 income, at the time of application,potential households may submit: wage statement, interest statement, unemployment compensation statement or a copy of Form 1040 as filed with the IRS for the household. o Monthly Income: income from the past two months prior to the submission of the application(paystubs, tax returns, unemployment income, etc.) • Valid government issued ID • Most recent utility bill to verify residency • Social Security Numbers for all household members. Applicant will have to provide copy of social security card. Household members may need to provide copy if deemed necessary by the Case Manager. For rental assistance, landlords must be registered as vendors with Palm Beach County. Landlords who have not yet registered shall receive a link to register. Page 3 of 7 Page 36 Page 530 of 1598 DocuSign Envelope ID:476C46A8-7A80-4EB8-B72D-6D6794A1E634 EXHIBIT H PROCEDURE: Clients submitting applications on behalf of themselves: • Clients shall apply for services using the Online System for Community Access to Resources and Social Services (OSCARSS) and upload required documentation. • OSCARSS shall pre-screen applicants to determine initial eligibility. Landlords/Property Owners/Agency Staff submitting applications on behalf of tenants/clients: • Clients shall provide all required information and supporting documents to the person/entity applying on their behalf • Clients shall provide an Attestation Statement granting approval to the person/entity creating/submitting/managing their OSCARSS application. • Tenant/Client's Attestation Form and Electronic Signature must be included in the OSCARSS application • Person/entity creating/submitting/managing OSCARSS application on tenant/client's behalf shall provide application document to tenant/client. Program/Supervisory Staff' 1. Program staff shall review OSCARSS COVID-19 ERA applications and screen for eligibility. 2. Program staff shall review supporting documents. 3. Program staff shall review and confirm vendor code in application. If vendor is not registered with Palm Beach County, program staff shall follow up with vendor to register and provide vendor code. 4. For rental assistance, staff shall confirm through Palm Beach County's Property Appraisers Website that landlord owns home being rented. 5. Once client is deemed eligible for services and vendor code is included in application, program staff shall approve application at Level 1. 6. Supervisors shall review and approve applications at Level 2. Approved applications shall be merged with OSCARSS Financials Web-based System and generate invoice. 7. Fiscal Staff shall review invoice generated from the approved application. NOTE: Applications that are incomplete or include incorrect information shall be returned to the client for correction. Clients shall resubmit applications in OSCARSS after corrections are made. Fiscal Staff: 1. Fiscal Specialist or Financial Analyst shall retrieve approved applications for utility and rental assistance from the OSCARSS System and review to ensure: a. Invoice has been approved by Supervisor b. Supporting documentation attached i. Client Application, which must include statement of how the household was directly or indirectly impacted by COVID-19 ii. Evidence of COVID-19 direct or indirect impact iii. Rental Assistance—lease and balance sheet Page 4 of 7 Page 37 Page 531 of 1598 DocuSign Envelope ID:476C46A8-7A8G-4E138-B7213-6136794A1E634 EXHIBIT H iv. Utilities—copy of past due bill supporting amount requested c. Supporting documentation matches invoice and all service dates falls within ERA funding requirements. i. CIient Application—name of client matches name on invoices and on all supporting documentation(note: utilities may be in another household member's name); Client COVID-19 statement is present and is related to COVID-19; application is complete and includes client certification statement. ii. Evidence of COVID-19 direct or indirect impact—is for the client or member of household iii. Rental Assistance—Lease: current active lease; payee name matches; client name matches; client address (including apartment number) and payee address matches; monthly rent amount matches lease amount(could be less if Case Manager pro-rates rent) iv. Rental Assistance—Balance Sheet---amount requested on invoice is equal to or less than amount on Balance Sheet and includes the months the client is requesting v. Utility bill—past due bill/statement; Client name, account number, and service address (including apartment number) matches on invoice and utility bill (or is in the name of a household member); Utility bill may be in the name of any household member. d. Invoice includes active vendor code and: i. name in Advantage Financial System matches the payee name of the invoice and supporting documentation ii. payment address in Advantage Financial System matches the address on the invoice and supporting documentation 2. If not all the criteria above are met, Fiscal Specialist or Financial Analyst shall reject invoice. If all the criteria is met, Fiscal Specialist or Financial Analyst shall approve invoice. Approved invoices shall be forwarded by the system to Fiscal Manager. 3. Financial Manager shall review all invoices for proper documentation and budgetary sufficiency and shall approve or reject invoices. Rejected invoice shall go back to Fiscal Specialist or Financial Analyst to review. Approved invoices shall be electronically interfaced to the Clerk& Comptroller's department for final approval. Invoices sent to the Clerk shall include the following: a. Human Service's Authorization and Billing Invoice b. Copy of OSCARSS Client Application Landlord/Vendor Registration Landlord/vendor shall have 21 days to register as a vendor with Palm Beach County. If vendor does not comply with the established timeframe, the application shall be returned to the client. Agency staff shall make reasonable efforts to obtain the cooperation of landlords/vendors. Requests for participation shall be made in writing, by certified mail, to the landlords/vendors or a minimum of three (3) documented attempts made by phone or email requesting participation. HMIS Once application processing is complete, client data shall be transmitted to HMIS. Page 5 of 7 Page 38 Page 532 of 1598 DocuSign Envelope ID:476C46A8-7A80-4EB8-B72D-6D6794A1 E634 EXHIBIT H ERA Funding Repogjq�uirements The Secretary of Treasury in consultation with the Secretary of Housing and Urban Development must provide Quarterly Public Reports on the use of funds, including the following information on the program: 1. Name address, Social Security Number(SSN) for household members 2. Tax ID number for landlords/vendor 3. Amount and percentage of monthly rent covered by ERA 4. The number of Eligible Households who receive assistance 5. The Acceptance Rate of Applications for assistance b. The Type(s) of assistance provided to each household 7. Amount of outstanding rental arears for each household 8. The Average Amount of Funding provided to Each Household 9. Income of Eligible Households by Income Tier a. 30% and Below AMT b. 31%to 50% AMI c. 51%to 80% AMI 10. The Average Number of Monthly Rental and Utility Payments 11. The data listed above must be disaggregated by the applicant's: a. Gender i. Male ii. Female iii. Transgendered b. Race i. White ii. Black or African American iii. American Indian and Alaska Native iv. Asian v. Native Hawaiian and Other Pacific Islander vi. Client Doesn't Know vii. Client Refused viii. Data Not Collected c. Ethnicity i. Hispanic or Latino ii_ Not Hispanic or Latino iii. Client Doesn't know ERA Fundinj Prlvacy and Security Requirements Data privacy and security requirements for ERA funding shall be listed on CSD website or application. Page 6 of 7 Page 39 Page 533 of 1598 DocuSign Envelope ID:476C46A8-7A80-4EB8-B72D-6D6794A1E634 EXHIBIT H EDF49by: 2— nw.w2/16/2021 .................. ....._..__ .,....._ ........ . ........ James Green,Department Director Department of Community Services Supersession History:— �� ................. i docume Page 7 of 7 Page 40 Page 534 of 1598 DocuSign Envelope ID:C5297892-5332-4412-A117-92FCOE209D38 7he Frederick A.DcLuca wifickili+rl 500 East Broward Blvd., Ste. 2300 Fort Lauderdale, FL 33394 November 9, 2020 Kemberly Bush CEO Pathways to Prosperity, Inc. 6452 Bay Island Court West Palm Beach, FL 33411 Dear Ms. Bush: Congratulations! We are pleased to inform you that the Board of Directors of The Frederick A. DeLuca Foundation, Inc. (the"Foundation") has approved a grant to Pathways to Prosperity, Inc. in the amount of$ 131,592 (the "Grant")payable over a period of 24 months according to the following payment schedule, assuming your organization makes satisfactory progress towards the goals of the Grant. We look forward to supporting your efforts in the community. Grant Amount: $ 131,592 Grant Start Date: 12/01/2020 Grant End Date: 11/30/2022 Grant Period: 24 months . .w. . ..... Payment Amount: Payment Date (made on or before date below : $ 66,592 December 08,2020 $ 65,000 December 15 2021 = Notwithstanding the above payment schedule, no payments will be made until 30 days after the Foundation's receipt of a fully executed copy of this agreement. Please note that the Grant is subject to the following conditions: 1. Your organization is a 501(c)(3) tax-exempt charitable organization that is not classified by the Internal Revenue Service as a "private foundation"because it is described in section 509(a)(1) or section 509(a)(2) of the Internal Revenue Code of 1986, as amended and this grant will not result in your organization's reclassification as a private foundation (a "Qualified Recipient").The Foundation's obligation to make a Grant payment and your organization's right to retain it are contingent on your organization's being a Qualified Recipient at the time the payment becomes due and payable or, if paid prior to such due date, at the time such payment is made. Your organization Page 535 of 1598 DocuSign Envelope ID:C5297892-6332-4412-Al 17-92FCOE2O9D38 Pathways to Prosperity, Inc. will notify the Foundation immediately of any change in its status as a Qualified Recipient. 2. It is agreed that the Grant will be used for the program entitled Circles Palm Beach County described in this letter agreement, the Project Budget, and Appendix A, each of which is attached hereto and hereby incorporated by reference. Your organization will use the Grant exclusively for purposes described in Code sections 501(c)(3) and 170(c)(2)(B) and will notify the Foundation promptly of any substantial change in the specified project, timeline, or its funding. Any Grant funds received by your organization that are not expended for the approved project either (i) by the next Payment Date, or (ii) if all payments under this agreement have been made, within the Grant Period specified above, will be returned to the Foundation if so requested and the Foundation shall have no obligation to make any Grant payment then due or that would otherwise become due. 3. Your organization will not use any part of the Grant funds to support lobbying activities. 4. Your organization will furnish the Foundation with the following reports by the Report Due Date (see chart below for exact dates) or sooner if results are known prior to Report Due Date: Re port Name Resort Due Date Interim Report June 01,2021 Annual Re°sort November 01,2021 � Interim Re ort _ June 01, 2022 Final Report January 05, 2023 W Failure to (i) submit satisfactory reports in a timely manner, (ii) expend Grant funds previously distributed to your organization under this agreement by the next Payment Date, or(iii)make satisfactory progress towards the goals of the Grant may prevent the next following installment under this agreement from being paid on or before the next Payment Date, or prevent this multi-year Grant from being paid in full and the Foundation will have no further obligations to make additional payments under this agreement. 5. Upon the Foundation's request and with reasonable notice, your organization will permit the Foundation to perform site visits and meet to discuss the status, progress, and results of the project. b. All public recognition of the Foundation must be pre-approved. Please email Jennifer Lew at: flew,:�xyfreddelucafoundation.com. 7. Your organization will use all reasonable efforts to complete the following: • The recruitment and engagement of the individual(s) to fill the job(s) as described in your proposal. Your organization will provide documentation of its completion to the Foundation within four(4) months of the date of deposit of the initial Grant payment. Your organization will control the selection of the candidate to be employed or engaged and the Foundation will not participate in your organization's decision. Your organization's right to retain the Grant is not conditioned upon your organization's selection of any candidate proposed or recommended by the Foundation. Please have your authorized officer or agent sign and date the enclosed copy of this letter agreement and return it to me. The Foundation's initial Grant payment will be sent upon receipt of a copy of the 2 Page 536 of 1598 DocuSign Envelope ID:05297892-5332-4412-A117-92FCOE209D38 Pathways to Prosperity, Inc. signed letter agreement and according to the payment schedule, above. By signing this letter agreement, your organization acknowledges and accepts the terms and conditions of the Grant. This letter agreement may be executed in one or more counterparts. Any such counterpart, to the extent delivered by electronic means, including through the use of DocuSign or through an attachment to electronic mail (any such delivery, an "Electronic Delivery") shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person on a single signature page. The Directors of The Frederick A. DeLuca Foundation, Inc. offer their best wishes for the furtherance of your organization's mission. Sincerely, DocuSigned by, 11/10/2020 3407B363482 Angelika Schlanger, PhD Director 3 Page 537 of 1598 DocuSign Envelope ID:C5297892-5332-4412-A117-92FCOE209D38 Pathways to Prosperity, Inc. I, Kemberly Bush an authorized officer or agent of Pathways to Prosperity, Inc., hereby acknowledge and accept the terms and conditions of this Grant on behalf of Pathways to Prosperity, Inc. DocuSigned by: Signature: __ � Date: 11/10/2020 Name (printed): Kemberly Bush m Title: CEO 4 Page 538 of 1598 DocuSign Envelope ID:C5297892-5332-4412-A117-92FCOE209D38 Pathways to Prosperity, Inc. APPENDIX A Executive Summae Circles is committed to the creation of community and individual social capacity through multi- layered, long-term relationships, linking those in poverty,middle class Allies, and community leaders. The model is based on consistency and best practices, while offering options to address challenges and opportunities. Concrete goals include building a sustainable, systemic set of practices based on reliable outcome assessment, in order to move families out of poverty and engage communities. Program Summary: Circles is committed to inspiring and equipping families and communities to resolve poverty and thrive. The primary participant in this model is a family working to get out of poverty. The family is the Circle Leader and sets the direction for activities and actions that result in their emergence from poverty. Circles are conducted in cohorts of 12-25,to ensure CL have peer support from each other (bonding social capital) as well as the support of their Circle Allies (bridging social support). Each cohort begins with training where participants assess their relationships, resources &purpose for making the necessary changes to escape from poverty. Also, Allies (middle/upper income volunteers) are also attending trainings that increase awareness of poverty issues within the families they will be matched with. Both CL and Ally training curriculum teaches participants to better understand "hidden rules" associated with class in the U.S. and build a long-term vision for their future. Goals/Outcomes Summarv: It is our overall goal to work with families that, despite their efforts, have not been able to escape the grip of poverty, and provide them with education, training and support to transition to 200 to 250% of the federal poverty guidelines. 5 Page 539 of 1598 DocuSign Envelope ID:C5297892-5332-4412-A117-92FCOE209D38 Pathways to Prosperity, Inc. PROGRAM GOALS YEAR 1: 1 Goal How to Measure Number Served Number Achieved Participants will enroll Weekly Attendance 45 39 and graduate from 15- Logs, Coaches notes, 18-week Circle Leader Self-Sufficiency Training Classes Matrix. All data where they will collected is entered develop SMART into Circles National (Specific, Measurable, Integrated Data Attainable, Realistic System (IDS) and and Timely) goals. Palm Beach County's Data Management System by Circles Coach and Reviewed by Coordinator Monthly. Program participants MBank statements, 45 39 that do not have a Coaches notes, Self- checking/savings Sufficiency Matrix. account with a All data collected is banking institution entered into Circles will open one and National Integrated those that currently Data System (IDS) have one will increase and Palm Beach their savings/assets. County's Data Management System by Circles Coach and j Reviewed by Coordinator Monthly. � .� _ .... . ...... ®_. Program participants Knowledge skills test, 45 39 I will increase their Coaches notes, Self- employability skills. Sufficiency Matrix. All data collected is entered into Circles National Integrated Data System(IDS) and Palm Beach County's Data Management System by Circles Coach and Reviewed by Coordinator Monthly. 6 Page 540 of 1598 Docu5ign Envelope IQ:C5297892-5332-4412-A117-92FCOE209D38 Pathways to Prosperity, Inc. YEAR 2: GoalHow to MeasureNumber Served Number Achieved Participants will enroll Weekly Attendance 45 39 and graduate from 15- = Logs, Coaches notes, 18 week Circle Leader Self-Sufficiency Training Classes Matrix. All data where they will collected is entered develop SMART into Circles National (Specific, Measurable, Integrated Data Attainable, Realistic System(IDS) and and Timely) goals. Palm Beach County's Data Management System by Circles Coach and Reviewed by Coordinator Monthly'. .. 45 ._ ........_ 39 _ . ..._ Program participants Bank statements, � that do not have a Coaches notes, Self- checking/savings elfchecking/savings Sufficiency Matrix. account with a ; All data collected is banking institution entered into Circles will open one and National Integrated = those that currently ' Data System (IDS) have one will increase and Palm Beach their savings/assets. County's Data Management System by Circles Coach and Reviewed by Coordinator Monthly. __... .._ _..... _ _ Program participants Knowledge skills test, 45 39 will increase their Coaches notes, Self- employability skills. Sufficiency Matrix. All data collected is entered into Circles National Integrated Data System(IDS) and Palm Beach County's Data Management System by Circles Coach and Reviewed by __ _._......._ Coordinator Monthly. 7 Page 541 of 1598 DocuSign Envelope ID:C5297892-5332-4412-A117-92FCflE209D38 Pathways to Prosperity, Inc. FOUNDATION COMMON GOALS PROGRAM AREA—WORKFORCE DEVELOPMENT GOAL 1: Adults will receive training in a technical field or trade. Year How to Measure Number Served Number Achie ¶m ved Year I As part of the Circles 45 39 Leader Training curriculum, CL learn about decision making. How to make decision that will be beneficial to them and their families. As result they create Dream Boards and are asked to explain them in class that demonstrates they have internalized the information learned and are prepared to set achievable goals that will lead to success for them and their i families. We will utilize Coach's notes, self-sufficiency matrix and Ally report forms t to measure this goals impact. _.. Year 2 As part of the Circles 45 39 Leader Training curriculum, CL learn about decision making. How to make decision that will be beneficial to them and their families. As result they create Dream Boards and are asked to explain them in class that demonstrates they u have internalized the information learned I and are prepared to set 8 Page 542 of 1598 DOCu51gn Envelope ID:C5297892-5332-4412-A117-92FGOE2091338 Pathways to Prosperity, Inc. _. _.®._ i achievable goals that will lead to success for I them and their families. We will utilize Coach's notes, 1 self-sufficiency matrix I and Ally report forms to measure this goals impact. GOAL 2: Adults will receive credentials (certificate, license, degree, etc.) in a technical field or trade. R Year How to Measure Number Served Number Achieved Year 1 Circle leaders will 45 39 gain knowledge on how to save money and make decisions that will propel them to sustainable lifestyles. We f complete an intake assessment on each Circle Leader at the beginning of the program to determine where they are emotionally, physically, financially, educationally and socially. CL are educated on the difference between Allies and Accomplices. Those who will support them to achieve life sustainable goals and those that will aid them in continuing on a path of no growth and often leading to despair. We measure this goal with self- sufficiency matrix, coaches notes, observed behavior and Ally report forms. 9 Page 543 of 1598 DocuSign Envelope ID:05297892-5332-4412-A117-92FCOE209D38 Pathways to Prosperity, Inc. Year 2 Circle leaders will 45 139 gain knowledge on how to save money and make decisions that will propel them to sustainable I lifestyles. We , complete an intake assessment on each j Circle Leader at the beginning of the program to determine where they are emotionally, physically, financially, educationally and socially. CL are educated on the difference between Allies and Accomplices. Those who will support them G to achieve life sustainable goals and those that will aid them in continuing on a path of no growth and often leading to despair. We measure this goal with self- sufficiency matrix, coaches notes, observed behavior and Ails reort forms GOAL 3: Unemployed adults will be placed in a paid job. Year How to Measure Number Served Number Achieved Year 1 Circle leaders will be 1 45 39 connected to CareerSource and Employ Florida website. All of the CL, as part of the Securing Our Future Initiative (SOFI), are given priority to be = connected with a is Page 544 of 1598 DocuSign Envelope ID:C5297892-5332-4412-A117-92FCOE209D38 Pathways to Prosperity, Inc. _.® w .. ... a. Career Associate and receive soft skills and job readiness training. Circle Leaders will be placed in full-time employment and/or start a business where r I they are earning wages. Year 2 Circle leaders will be 45 39 connected to CareerSource and Employ Florida website. All of the CL, as part of the Securing Our Future Initiative (SOFI), are given priority to be I connected with a Career Associate and receive soft skills and job readiness training. Circle Leaders will be placed in full-time employment and/or j start a business where f they are earning wages. I GOAL 4: Underemployed adults will be placed in a higher-paying position with advancement opportunities. c Year How to Measure Number Served Number Ahieved _. _.._.......................... ___a... „ .......... ®.._ Year 1 Circle Leaders are 45 35 coded with an identifier in the CarcerSource database system and are given priority for job placement. All CL that are underemployed will apply for higher paying n job with their current employer or another company offering higher wages ori and oortunities. __........ � 11 Page 545 of 1598 DocuSign Envelope ID:C5297892-5332-4412-A117-92FCOE209D38 Pathways to Prosperity, Inc. ... o Year 2 Circle Leaders are 45 35 coded with an identifier in the CarecrSource database system and are given priority for job placement. All CL that are underemployed will apply for higher paying job with their current employer or another company offering higher wages j� and onvoI rtunities. GOAL 5: Non-profits will form new collaborations around workforce development. Year �1 How to Measure Number Served Number Achieved Year 1 Circles Coordinator, 7 7 Coaches and other staff will recruit l business and other organization leaders to join our Circles i Education and Recruitment Team to ensure Circle Leaders are given opportunities for paid job trainings, apprenticeships, etc. focused on Workforce and Education Development. ......... - ... ...._.........__ _.. Year 2 Circles Coordinator, 7 7 Coaches and other staff will recruit business and other organization leaders to , join our Circles i' Education and Recruitment Team to ensure Circle Leaders are given opportunities for paid job trainings, a�� ?renticeshigs, etc. ..__�_ ......... .........._........._._ e 12 Page 546 of 1598 DocuSign Envelope 1D:C5297892-5332-4412-A117-92FCOE209D38 Pathways to Prosperity, Inc. focused on Workforce and Education Development. ..._ _. _.._ .... - _.... 13 Page 547 of 1598 DocuSign Envelope ID:C5297892-5332-4412-A117-92FCOE209D38 Pathways to Prosperity, Inc. Project Budget Directions:Please complete the budget template below.Each tab should be for one year of the requested project period and each budget should be broken into the approved cost categories below.For all budget items,please provide a breadkdown or calculation in the description box for how you reached the total amount requested from the Deluca Foundation.You may add additional lines as needed.Please ensure the excel formulas in the subcategory totals include any additional budget line items added.*Please note:the total for column E("Funds Requested from Deluca Foundation"J must match"Total Amount Requested"on your application,and the total for column(G)("Total Expenses")must match the"Annual Program Budget"on your application. Organization Name: Pathway to Promperity,Inc. Project Dates: iz/i/zoza ._ - 3o/zort ,N, .. ro Project Name: cies Palm sear,rou" -._ :M1 No Include the ci pr;nses in tm c ate. below for the entire project. e g,. b For all salaries please provide:1)the full salary of each Individual and2)the FTE or percentage of effort the employee is dedicating to the program.For salaries(personnel) all new hires tease label them as"New"In the description box. 1 Ally Recruiter$48,000-1 FTE LNewl $ 48,000 1$ $48,000! ......... �2] Ayencl Director$102,162-.4 FTE $ ($ 40,865 ( $40,8651 3) Administrative Assistant $49,641-.73 FTE $ $ 36,238 $362381, 74c Circles Coordinator$50,000-1 FTF $ w $ 50,000 $50,000 outreach Coordinator$55 375 25 FTE $ $ 13,842 $13 842 ... ..m_ ®.. 5) Circle Coaches$16.97/hr-3 PT $ T$ 50 911 61 Childwatch$10.92/hr-3 PT $ Im$ 32,760 $32,7601 48,0001$ 224,616 $272,6161 Fri" a Benefits&Payroll Taxes 1) FICA(7 65% $ $ 3 672 17,182; $20,854 $ 2° Re emtAoyment Taxes(2.5%) $ 350`$ .Q 1,737 $2,087' 3) Workers ComLensation(159%). - r 763 $ - ....__3,291 $4,®054 14) Health/Life/Dental/Disability/Retirement 5,400 18,933 24,333 E IMF ' v - $ 10,185 $ 41,143 $51_,328 Contractual Services&Consultant Fees - - -- 1, Professional Fees(Accounting/Annual Audit/NPF fees $ 1200 $ 14;000 1 $15,200 2) Circle Leader Stipends $ 22,000 22,000 $22,000 $ 1,200:$ -- 36.000 $37,200 Program Materials and Supplies 1l Office Su t lies 750 $ 4,710 5,46D ....._. _ 2) Pj '�lm supiahes $ 265 $ 6,038, $6,3031 .-.. a $ 1,015 $ 10,748{! $11,763 f41�n6� t 1; Computer/taptopand Accessories $ 1,200 $ 3 $1,200 �M__ 2) $........ $ w 1 $01 _ 1 200 $ 51,200', Travel/Trainins 1; National Conference reriistration Fees and local training $ 800 $ 2 000 $2 800 2, National Conference Travel 2,000 s6,00DI - _m___.Loca4 travel-mirzage rermCursemerrt �d.A; ,; ""'""4 30� a4; Certificate in Data Analysis(3 staff members)and Introduction to Data 4) Analysis Workshop(5 staff) $1,592 I S 4,992 1$ - 16,30b 7-s15,298 Other Direct Costs(Postale Printinfayi Marketm ,Subscriptions,etc.) _...® _ 1, Food 5 $8,741 2) License and Fees :$ 4,500 ....._..-.- . .......... $4,500 3, Postai=,e $` _ 500 $500 41 Printinr769 $ 4,769 $4 5' _ Specific Assistance to Clients $ 6,500 $6,500 6) Sponsored Events 7,0130 $7,0001: A $ $ 32,010 $32,010 �Indirvct Costs l0worhaad,Adrrfinii ,TativV,t Tupal-1ktU91Hes,eta,) T e c r"a^tr [i' r-r crrt -e -T-308 -- . .v...._... ,w. _... _........ -' $7,308 1 $ 7 308 Insurance4,600 $4,600, +$ t; Telephone _ $ 1,800 ' ".,.,.... $1,8001 t, Contingency Funds S I$ 15,604 $15,604 N; $ - $a a Is 29312 $29,3121 Total I2euested Funds' $66592 $384,135 $450;727; 14 Page 548 of 1598 DowSign Envelope ID:05297892-5332-4412-A117-92FGOE209D38 Pathways to Prosperity, Inc. Project Budget Directions:Please complete the budget template below.Each tab should be for one year of the requested project period and each budget should be broken into the approved cost categories below.For all budget items,please provide a breadkdown or calculation in the description box for how you reached the total amount requested from the Deluca Foundation.You may add additional lines as needed.Please ensure the excel formulas in the subcategory totals include any additional budget line items added.'"Please note:the total for column E("Funds Requested from Deluca Foundation")must match"Total Amount Requested"on your application,and the total for column(G)("Total Expenses")must match the"Annual Program Budget"an your application. 'Organization Name: Pathwaq to Prosperity,foc. Project Dates: �® 12/1/2021-11/30/20.22 -- iProject Include tie exe ses Fr,the categor4es below for the entire project. For all salaries please provide:1)the full salary of each individual and 2)the FTE or percentage of effort the employee is dedicating to the program.For ° Salaries(personnel) all new hires piease label them as"New"in the descri tion box. al Ally Recruiter$49440 1 FTE $ 49,440 `$ m $49,444 ....---- 2} Agency Director$105,227-.4 FTE $ $ 42,091? $42091, 3'E Administrative Assistant $51,130-.73 FTE $ ($ 37,325 $37,325, ,4) Circles Coordinator$51,500-1 FTE $ $ 51,500 $51,5001 Outreach Coordinator$57,036-.25 FTE $ $ 14,259 $14,2591 6Y CChildwatch$11..48/ hr-3 PT ._ $ $ 52,438 $52,438 %cle Coaches hr-3 PT $ $ 33,743 $33,7431 � $ 49,440 i$ 231,356 $280„7961 [Frio a Benefits&Payroll Taxes 1 _ FICA 7 65%' $ �. 3 782 £$ 17,698 $_21480 .--- 2, ! Re-em rdovment Taxes(2.5%) )$ 175 i$ 1,737 $1,912 --- 3} Workers Compensation{1,59%) $ 786 $ 3 291 $4,077 4) Health/Life/Dental/Disability/Retirement $ 7,560 1$ 18,933 $26,4_93 $ 12,303 $ 41,659 i $53,9621 )Contractual Services&Consultant Fees 1) Professional Fees{Account /Annual Audit/NPF feesi $ 1 260 14 700 i $15 960; 2) Circle Leader Stipends $ $ 22 000, $22,0001 $ 1,260 5 36„700 $37„960! ,Pro ram Materials and Supplies Office Supplies i Is 632 T$ 4,851 $5.4831 2) Program Supplies $ 265 $ 6,219 _c....... $6,484' $ 897 $ 11,070. $11,9671 i- n $ i$ ( $0i _.a Travelj'llrainings 1i National Conference registration Fees and local training $ 500 $ 11000 $1 SOOT, 21 National Conference Travel $ $ 2000 $2,000 _ .. -= 3) Local travel-mileage reimbursement $ 600 $ 4,435 $5,0353 • °a 1,100 $ 7-435 $8.535! Of her Direct Costs(Postage Printing Cop m ,Ma lk n% Subscrl Lans etc.] Ty Food �.. cens ,.yFees,o, ,,,,..F: , s.,,,,,,,,�„u �$ i$$ 9.:003 $9003 2} Lie and $ $ 4,635- $4,635 3,1 .. Postage $ $ 515 $515 4) Printing ®� R.$ $ 4,912 $4 9121 5i_ Saecific Assistance to Clients 1$ $ 6,695 1 $6,695 11 .. - ,_._ 6) Sponsored Events $ 5 7,210 , $7,210 t $ - $ 32,970 $32_,970, Indirect Costs(Overhead,Administrative,Occupancy',,Utilities,etc.) 1; OccupancyiRentand Utilitles �® $ $ 7,5?7f $75271 2) Insurance $ $ 4,738 4 $4,738; 31 _...-..- Telephone _. $ !$ 1,854 $1,8541 $ �r, 4! Contingency Funds 1 $ 16,072 1, $16,072, 5) $ 0 $ $0; • '- _ i $ 30,191 $30,19L ® Total Re uested Funds: $65,000 $391,383 $456,383�� . 15 Page 549 of 1598 DocuSign Envelope ID:77D37366-EA48-4949-94FB-E608AF1 DCDCE COMM U N I TY FOUNDATION for°alm Beach and Martin Counties May 6, 2022 Your Philanthropy Our Commurrily Kemberly Bush Better Together OFFICERS CHAIR Pathways To Prosperity Inc Julie Fisher Cummings 639 East Ocean Avenue, Suite 101 Boynton Beach, FL 33435 VICE CHAIR Anson M.Beard Jr. Re: Agreement for Grant Award#20220939 TREASURER Dear Mrs. Kemberly Bush: Michael J.Bracci SECRETARY Congratulations! I am pleased to inform you that the Community Foundation for Palm Susan P.Brockway Beach and Martin Counties, hereinafter referred to as "CFPBMC," has approved a grant to Pathways To Prosperity Inc hereinafter referred to as "Grantee," in the amount of IMMEDIATE PAST CRAM $50,000.00 for Circles Palm Beach County& Circles for Returning Citizens. Sherry S.Banat In order for CFPBMC to fully execute this agreement we must receive a signed copy of Danita Nas PRE InCEO this agreement in its entirety confirming acceptance of the terms and conditions of the Danita grant as outlined below. BOARD OF DIRECTORS Sherry S.Barrat This grant is made possible through the generosity of the following funds: Nancy G.Brinker Meredith B.Trim and James L. Robo Fund Timothy D.Burke Sheree Davis Cunningham The grant period for this project starts on: Lore Moran Dodge William E.Donnell Earnie Ellison Jr. • Community Impact Grants ($10,001-$55,000) Dennis P.Gallon o June 1, 2022 - May 31, 2023 Dennis S.Hudson III o Midterm reports will be due November 30, 2022, at 513M Kathleen J.Kroll o Final reports will be due June 30, 2023, at 5PM Christina M.Macfarland Elizabeth`Libby'Marshall • Mini Grants ($10,000 and below) Jane M.Mitchell o June 1, 2022 - May 31, 2023 Lisa M.Morgan o Final reports will be due June 30, 2023 at 5PM Elizabeth R.Neuhoff • Summer Program Grants Alex Rubio Laurie Silvers o May 1, 2022—September 1, 2022 Susan S.Stautberg o Final reports will be due on September 30, 2022 at 5PM Jeffrey A.Stoops All reports have already been assigned through our Online Grant Interface Foundant. PRESIDENT EMERITUS Shannon Sadler Hull Page 550 of 1598 Docu5lgn Envelope ID:77D37366-EA48-4949-94FB-E608AF1 DGDGE Use of Grant: This grant is for Circles Palm Beach County&Circles for Returning Citizens and is made solely for the purpose of achieving the objectives and outcomes and/or deliverables described in your proposal submitted to CFPBMC. Outcomes or Deliverables: The grantee is expected to achieve the following objectives and outcomes and/or deliverables described in your proposal: #of people served (disaggregated by race, gender, age, and zip code) #of individuals to note improvement mental health track by pre and post counseling assessment #of families to enroll into training classes demonstrated by sign up sheet #of returning citizens and their families enrolled into training classes demonstrated by sign up sheet #of families to successfully complete the Financial Literacy course work demonstrated by a certificate of completion #of families to open a new bank account demonstrated by providing processed deposit receipt Contingencies: The following contingencies must be met in order that timely payments are made: N/A Payment Schedule: Payment will be disbursed upon receipt of signed grant agreement. Terms: In order for CFPBMC to comply with all Internal Revenue Code Regulations and other requirements, we require that the Grantee abide by the following terms: 1. Grantee agrees to expend the funds from this grant only for the purposes stated above and in accordance with section 501(c) (3), section 4945 and other applicable provisions of the Internal Revenue Code. 2. Grantee agrees to perform work described in the approved budget and workplan upon which the grant award is based. 3. The CFPBMC may monitor and conduct an evaluation of operations under this grant, including full and complete access to the Grantee's files and financial records relating to the grant and/or tax status upon request. 4. The CFPBMC requires notification of any change in the Federal tax status of the Grantee and/or its fiscal agent before or during the period the grant funds are being spent. 5. In compliance with Executive Order 13224 and the Patriot Act, you certify that your organization is not a terrorist or terrorist supporting Page 551 of 1598 DocuSign Envelope ID:771)37366-EA48-4949-94 FB-E608AF 1 DCDCE organization and you agree not to promote or engage in violence, terrorism or bigotry. 6. It is understood that this grant and the payment of it may be discontinued, modified or withheld at the sole discretion of CFPBMC if such action is necessary. 7, At the mid-point and conclusion of the grant period, the Grantee agrees to furnish a written report to the CFPBMC describing the activities carried out and lessons learned, as well as a fiscal accounting of the grant funds. The report will contain the information requested in the Report of Grantee,which will be available by logging into Foundant. 8. The Grantee organization is responsible for the expenditure of funds and for maintaining adequate supporting records consistent with generally accepted accounting practices. Expenses charged against this grant may not be incurred prior to the effective date of the grant or subsequent to the termination date and may be incurred only as necessary to carry out the purposes and activities of the approved program/project. Any portion of the grant funds not used in accordance with these terms must be repaid to the CFPBMC. Any change in purpose, grant period, outcomes/deliverables or reporting dates must be discussed with and approved in writing in advance by CFPBMC. 9. Grantee will provide yearly audited financials or IRS 990 to CFPBMC for the duration of the grant period. 10. Equipment purchased with grant funds shall be the property of the grantee organization so long as it is not diverted from the purposes for which the grant was made during the grant period. If the purpose or use is changed or the grantee organization goes out of existence, the property reverts to CFPBMC. 11. No funds from this grant will be used for any purpose other than stated in the proposal that is being awarded. No funds are to be used for purposes of lobbying on behalf of legislation unless specified in the grant agreement, to influence the outcome of a public election or to be used directly or indirectly in any voter registration drive. 12. The CFPBMC requires as a term and condition of the grant that the Grantee provides recognition and acknowledgement of CFPBMC's award and contribution in all activities, publications and materials associated with this funding. All media communications pertaining to the funded program or project should clearly indicate the support of the CFPBMC. All communications must be approved by the CFPBMC's Director of Marketing and Communications prior to Page 552 of 1598 DocuSign Envelope ID:77D37366-EA48-4949-94FB-E608AF7DCDCE publication. Please retain copies of all media communications to include in your final report. To publicize this grant award, the CFPBMC may use excerpts from the final report and any accompanying photos or materials on the CFPBMC's Web site as well as in print documents or publications. Please review our Grantee Press Kit for more information. 13. The CFPBMC does not discriminate on the basis of race, religion, national origin, disability, gender, veteran status, sexual orientation, or age. Grantees of the CFPBMC must hold similar standards. CFPBMC requires that all Grantees have anti-discrimination and/or anti- harassment policies and reserves the right to revoke this agreement if the policies are not adhered to. The CFPBMC has no obligation to provide and/or to commit additional financial support to the Grantee for this program and/or project. We encourage the Grantee to seek alternative and/or additional sources of funding beyond the grant the CFPBMC currently provides in order to ensure the future sustainability of the program and/or project. Congratulations for the fine work you and your organization are accomplishing in service to our community. Please continue to communicate with your Community Revitalization (CR) grant officer, Daryl K. Houston, throughout the grant period. We are pleased to be your partner in philanthropy and look forward to working with you to address challenges and celebrate successes. Sincerely, Daryl K. Houston Interim Vice President for Community Impact Re: A . roval of Grant Award #20220939 A °AND AGREED Grantee/Fiscal Sponsor President/CEO or Board Director Signature By: Kemberl BushaPathwasTo Prosperity Inc 5/11/2022 Date: 561.659.68001561.832.6542 fax f 700 South Dixie Highway,Suite 2001 West Palm Beach I Florida 33401 I info@cfpbmc.org I yourcommunityfoundation org Page 553 of 1598 • ADDITIONAL ATTACHMENT • •A description/schedule of fees charged to the targeted beneficiaries ofprograms/services/facilities to be funded (if applicable) Not Applicable Page 554 of 1598 ADDITIONAL • •A job description for each position for which funds are being requested(explain role/responsibilities within each program/project and explain salary increase request if higher than amount funded last year) (if applicable) Page 555 of 1598 Pathways to Prosperity 639 E. Ocean Ave.Stet 101 Boynton Beach, FL.33435 Job Description Title: Program Director Salary Range: $48,000-$68,000 FLSA Status: Exempt Date Revised: 10/01/19 Job Summary: The Program Director provides administrative support to the Executive Director and the Board of Directors, including: planning, research, communications, personnel, recordkeeping, property management,and bookkeeping. He or she also acts as the Executive Director in his or her absence. Essential Job Functions/ Responsibilities: • Maintains the oversight and facilitation of program space including coordination of space and effective delivery of work orders. • Coordinates data collection among P2P staff,service partners and programs. • Supports the facilitation of activities and facility scheduling for meetings/trainings/events. • Entry and filtering of data in appropriate programs (Excel and /or Access). • Develops and facilitates the data collection of linkage verifications and compiles report. • Responsible for P2P staff supervision,staff development, and effective budget management. • File and retrieve organizational documents, records and reports. • Coordinate and direct office services such as records, budget preparation personnel and housekeeping. • Create and modify documents such as invoices, reports, memos, letters and financial statements using word processing,spreadsheet, database and/or other presentation software such as Microsoft Office, QuickBooks or other programs. • Arrange for the repair and maintenance of office equipment. • Supports staff in assigned project-based work. • Assists in special events, such as fundraising activities and the annual meeting. • Supports all programs of P2P as needed. • Perform other duties as assigned by the Executive Director Page 556 of 1598 Qualifications: -Bachelor's degree preferred -May exchange years of education for years of experience -Minimum 2 years experience in related responsibilities -Bilingual, as needed for the community Additional Requirement: -Random drug testing throughout employment Page 557 of 1598 ADDITIONAL ATTACHMENT • • 501 (c) (3) documents Page 558 of 1598 Bmp1e ®denLjfjcarion NQtvberi Date- 27-3650271 DLM pATHNRyS TO _DROSPERITY INC 17053236363011 C/o ZMRA KERR WA= contact Fleksm" 5125 CORPORATE WAY STS; 206 .R RR RAILT:Y NORTON Mff 31172 WEST PAIA BEAM, Fi- 33407 Contact Te2eohone lituftbert (877) 829-5560 jkcaouutinq Period Endi-19= septr 30 IjC Charity Status: 1701b)(13(AI (vil porm 990 Required: Yes Effective Date of 8,XerrPtion- September 18, 2010 Yes Addendum Applies- o Dear Applicant. Wp_ are pleased to inform you cliat u review of your application for tax examet Statun we have datermned that you are exempt from Vederal income t&Y under section 501(c) €3; of the internal Revenue Code. to you are deductible Unaer section 174 of the Code. You are a-tso qualitied to receive Lax deduct-.bl-- bemests. devises, Lram;Lers or gifts under section 2055, 2106 or 7522 of the code. Because :tis letter could help resolvm any questi0eu regarding your exempt staCUS, you shuuIci keep it In your permanent recOxdG. orga--lizanona exempt. under section 901(c) (2) of the Code are E=Lhor class.1fled an either pmbiic charities Or Private faun tions. We determined that you are a pub2,jc charity under the code SOCtiOD(s) listed in the heading of this lettere pleasesee e.qcloaQd Publication 4221-PC, Cfiance Guide «or 501(c)(3; Public Charities, for some helpEul iraornatzon about your renpp-juibilirips ar, an exempL Organization. Lotter 947 (DOfM) Page 559 of 1598 ADDITIONAL ATTACHMENT s • •Audit documents Page 560 of 1598 PATHWAYS TO PROSPERITY, INC. INDEPENDENT AUDITOR'S REPORT AND FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2021 AND 2020 MARK ESCOFFERY, P.A. CERTIFIED PUBLIC ACCOUNTANT Page 561 of 1598 PATHWAYS TO PROSPERITY,INC. TABLE OF CONTENTS PAGE INDEPENDENT AUDITOR'S REPORT 1-2 STATEMENTS OF FINANCIAL POSITION 3 STATEMENTS OF ACTIVITIES 4 STATEMENTS OF FUNCTIONAL EXPENSES 5 STATEMENTS OF CASH FLOWS 6 NOTES TO FINANCIAL STATEMENTS 7-12 REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS 13-14 MANAGEMENT LETTER 15 Page 562 of 1598 Mark FSCOffery, P.A. Certified Public Accountant 8645 N. Military Trail Suite 503 Tel(561)627-1404 Palm Beach Gardens, FL 33410 Fax(561)627-3844 INDEPENDENT AUDITOR'S REPORT To the Board of Directors Pathways to Prosperity, Inc. Boynton Beach,Florida I have audited the accompanying Financial Statements of Pathways to Prosperity, Inc. ("the Organization") (a non-profit organization)which comprise the Statements of Financial Position as of September 30, 2021, and 2020 the related Statements of Activities, Functional Expenses and Cash Flows for the year 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 misstatements, whether due to fraud or error. Auditor's Responsibility My responsibility is to express an opinion of these financial statements based on my audit. I conducted my audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that I plan and perform the audit 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 entity'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 entity's internal control. Accordingly, I 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. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion. 1 MEMBER:AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS AND FLORIDA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS Page 563 of 1598 Opinion In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Organization as of September 30, 2021 and 2020, and the changes in its net assets and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, I have also issued my report dated March 22, 2022, on my consideration of the Organization's internal control over financial reporting and my tests of its compliance with certain provisions of laws, regulations, contracts, and grants. The purpose of that report is to describe the scope of my testing of internal control over financial reporting and compliance and the results of that testing and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of my audit. &,ff.,, P A. Palm Beach Gardens Florida March 22,2022 2 Page 564 of 1598 PATHWAYS TO PROSPERITY,INC. STATEMENT OF FINANCIAL POSITION SEPTEMBER 30,2021 AND 2020 Without Donor With Donor 2021 Restrictions Restrictions Total 2020 Assets: - Cash $ 169,971 $ 193,757 $ 363,728 $ 293,351 Grants Receivable 169,893 - 169,893 96,900 Prepayments 8,049 8,049 2,685 Property and Equipment,Net 4,501 - 4,501 1,434 Deposits 3,600 3,600 6,000 Total assets $ 356,014 $ 193,757 $ 549,771 $ 400,370 Liabilities and net assets: Accounts Payable and accrued liabilities $ 28,894 $ - $ 28,894 $ 22,707 Payroll liabilities 2,383 - 2,383 8,245 Note Payable 298,618 - 298,618 149,900 Total liabilities 329,895 - 329,895 180,852 Net assets: Without donor restrictions $ 26,119 26,119 (39,379) With donor restrictions 193,757 193,757 258,897 Total net assets 26,119 193,757 219,876 219,518 Total liabilities and net assets $ 356,014 $ 193,757 $ 549,771 $ 400,370 See Accompanying Notes to Financial Statements 3 Page 565 of 1598 PATHWAYS TO PROSPERITY,INC. STATEMENT OF ACTIVITIES FOR THE YEARS ENDED SEPTEMBER 30,2021 and 2020 Net Assets Net Assets Without With 2021 2020 Restrictions Restrictions Total Total REVENUE AND OTHER SUPPORT Governmental Grants $588,943 $588,943 $889,055 Private Grants 75,940 241,592 317,532 58,392 Other Revenue 41,904 41,904 83,710 Fundraising 16,100 16,100 1,450 Net Assets Released from Restrictions 306,732 (306,732) Total Revenue and Other Support 1,029,619 (65,140) 964,479 1,032,607 EXPENSES Program Services 904,929 904,929 892,795 Supporting Services 58,329 58,329 81,308 Fundraising 863 863 Total Expenses 964,121 964,121 974,103 Increasel(Decrease)in Net Assets 65,498 (65,140) 358 58,504 Net Assets,Beginning of Year (39,379) 258,897 219,518 161,014 Net Assets,End of Year $26,119 $193,757 $219,876 $219,518 See Accompanying Notes to Financial Statements 4 Page 566 of 1598 PATHWAYS TO PROSPERITY,INC. STATEMENTS OF FUNCTIONAL EXPENSES FOR THE YEARS ENDED SEPTEMBER 30,2021 AND 2020 SUPPORTING PROGRAM MANAGEMENT SERVICES 2021 2020 SERVICES &GENERAL FUNDRAISING Total Total Salaries $514,110 $269 $514,379 $492,665 Program Expenses 7,958 Payroll Taxes 39,809 15 39,824 39,089 Occupancy 64,243 2,265 66,508 83,497 Grant Awards 30,000 30,000 37,500 Fring Benefits 69,118 4,858 73,976 75,114 Specific Assistance 27,380 24,231 51,611 82,603 Sponsored Events 20,484 291 372 21,147 28,352 Professional Fees 38,748 2,000 40,748 37,904 Conferences 501 501 11,050 Office Supplies 20,801 1,761 22,562 8,112 Marketing/promotion 19,690 1,624 21,314 17,455 Office expenses 20,557 9,425 491 30,473 15,863 Food 3,562 358 3,920 5,643 Communication 19,152 660 19,812 15,231 Staff development 9,193 920 10,113 3,983 Relief and Recovery 8,075 8,075 Depreciation 220 1,020 1,240 659 Travel 2,303 Insurance 5,638 5,638 5,106 Equipment Rental 2,124 56 2,180 4,016 Memberships 100 100 $904,929 $58,329 $863 $964,121 $974,103 See Accompanying Notes to Financial Statements 5 Page 567 of 1598 PA'T'HWAYS TO PROSPERITY,INC. STATEMENTS OF CASH FLOW FOR THE YEARS ENDED SEPTEMBER 30,2021 AND 2020 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Change in net assets $ 358 $ 58,504 Adjustments to reconcile change in net assets to net assets provided by operating activities: 1,240 659 Decrease(increase)in operating assets: Grants Receivable (72,993) (12,550) Prepaid Expenses (5,364) (142) Deposits 2,400 Increase(decrease)in operating liabilities: Accounts Payable 6,186 9,827 Payroll Liabilities (5,862) (8,249) Net cash provided by operating activities (74,035) 48,049 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of Property and Equipment (4,306) (1,014) Net cash provided by Investing activities (4,306) (1,014) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Note Payable 150,000 149,900 Payments on note payable (1,282) Net cash flows from financing activities 148,718 149,900 Net increase in cash 70,377 196,935 Cash,beginning of year 293,351 96,416 Cash,end of year $ 363,728 $ 293,351 See Accompanying Notes to Financial Statements 6 Page 568 of 1598 PATHWAYS TO PROSPERITY,INC. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30,2021 AND 2020 NOTE 1 —SIGNIFICANT ACCOUNTING POLICIES Nature of Activities Pathways to Prosperity, Inc. ("the Organization") is a nonprofit community based organization whose mission is to improve the social, spiritual, economic and emotional well being of children and families through education and social services. The Organization is located in Boynton Beach, Florida. The primary program of the Organization is The Bridges, which is committed to connecting families to community resources so more children are born healthy, remain free from abuse and neglect and are ready for kindergarten and other appropriate grade levels. The Organization also has other programs,which focus on social services and education as follows: Circles Palm Beach County focuses on ways to eliminate poverty by helping families through education and community partnerships. Healthy Boynton Beach (HBB) assist families with assessment and linkage to healthcare providers,health insurance and other social services. Basis of Accountin The accounting and reporting policies of the Organization conform to accounting principles generally accepted in the United States of America and are in accordance with Financial Accounting Standards Board (FASB). In August 2016, the FASB issued Update 2016-14 to Accounting Standards Codification 959 Not-for-Profit Entities. These financial statements are prepared on the accrual basis of accounting and report information regarding financial position and activities according to two classes of net assets: net assets without donor restrictions and net assets with donor restrictions. Income Taxes The Organization is exempt for federal income tax purposes under Section 501(c)(3) of the Internal Revenue Code. The Organization's Form 990, Return of Organization Exempt from Income Tax, for the years ended 2019, 2020 and 2021 are subject to examination by the Internal Revenue Service (IRS), generally for three years after they are filed. There are no current examinations in progress by the IRS. Contributions All contributions are considered to be available for unrestricted use unless specifically restricted by the donor. Amounts designated for future periods or restricted by the donor for specific purposes are reported as net assets with donor restrictions. 7 Page 569 of 1598 PATHWAYS TO PROSPERITY,INC. NOTES TO FINANCIAL STATEMENTS(Continued) SEPTEMBER 30,2021 AND 2020 NOTE 1--SIGNIFICANT ACCOUNTING POLICIES (Cont'd.) Contributions (Cont�d. Contributions are recognized when the donor makes a promise to give to the Organization that is, in substance, unconditional. Contributions that are restricted by the donor are reported as increases in net assets without donor restrictions if the restrictions expire in the fiscal year in which the contributions are recognized. All other donor-restricted contributions are reported as increases in net assets with donor restrictions. When a restriction expires, net assets with donor restrictions are reclassified to net assets without donor restrictions. Grants Revenues from reimbursable grants are recorded when the related costs are incurred. All other grants, unless restricted are recorded as revenue when the grant is received. The Organization is dependent on continued financial assistance from grants. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles include the use of estimates that affect the financial statements. Accordingly, actual results could differ from those estimates. Functional Classification of Expenses In the accompanying Statements of Activities, expenses have been reported by their functional classification, a method of grouping expenses according to the purpose for which they were incurred. The primary functional classifications are Program Services and Supporting Activities. Program Services are the activities that result in services being provided to members that fulfill the purposes or mission for which the Organization exists. Supporting Activities are all activities other than program services and are included in the financial statements as Management and General Expenses. Contributed Services The Organization does not recognize any support, revenue or expense from services contributed by volunteers,because they do not meet the criterion for measurement. Accounts Receivable Accounts receivable are primarily due from grantors and are carried at the amount of the commitment expected to be recovered. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. Management does not believe an allowance for bad debts is necessary and none is provided. 8 Page 570 of 1598 PATHWAYS TO PROSPERITY,INC. NOTES TO FINANCIAL STATEMENTS(Continued) SEPTEMBER 30,2021 AND 2020 NOTE 1—SIGNIFICANT ACCOUNTING POLICIES (Cont'd.) Property and Equipment The Organization capitalizes assets with a cost of$500. Repairs and maintenance costs that do not add to the asset value or materially extend the useful lives of the assets are not capitalized. Property and equipment are stated at cost less accumulated depreciation. Depreciation is being provided by use of the straight-line method over the estimated useful lives of the related assets as follows: Assets Method Life Furniture&Fixtures SL 5 Years Equipment SL 5 Years NOTE 2—ACCOUNTS RECEIVABLE At September 30,2021 and 2020, the organization had an account receivable balance of$169,893 and $96,900 due primarily from the City of Boynton Beach, Children Services Council of Palm Beach County and Palm Beach County-FAA- NOTE 3—PROPERTY AND EQUIPMENT At September 30,2021 and 2020 property and equipment consisted of the following: 2021 2020 Equipment $ 15,790 $ 12,210 Furniture&Fixtures 77651 6,008 23,441 18,218 Less: Accumulated Depreciation 18,794017-140 Total Property&Equipment $ 4,501 $ 1,078 Depreciation expense for the years ended September 30, 2021 and 2020 was $1,240 and$659, respectively. 9 Page 571 of 1598 PATHWAYS TO PROSPERITY,INC. NOTES TO FINANCIAL STATEMENTS (Continued) SEPTEMBER 30,2021 AND 2020 NOTE 4—OPERATING LEASES The Organization leases office space under a non-cancelable operating lease that expired in January 2023. The rent expense of approximately $59,000 for the year ended September 30, 2021, is included in Occupancy in the Statement of Functional Expenses. Future minimum lease payments,assuming the Organization will renew the lease annually, are as follows: Year Amount 2022 $ 43,200 2023 44,500 2024 45,800 2025 47,200 2026 482600 $ 229,300 NOTE 5—REVENUE CONCENTRATION The Organization receives the majority of its funding from quasi governmental sources and is, therefore, dependent upon the availability of grants and awards for its continued existence. The Organization received approximately 47% and 44% of its funding from the Children's Services Council of Palm Beach County(CSC)for the years ended September 30, 2021 and 2020. NOTE 6—FAIR VALUE MEASUREMENT The Fair Value Measurement Topic of the FASB Accounting Standards Codification defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements for fair value measurements. The Organization measures the fair value of assets and liabilities as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between independent observable inputs and unobservable inputs used to measure fair value as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2: Inputs other than quoted market prices included within Level 1 that are observable for an asset or liability, either directly or indirectly. Level 3: Unobservable inputs for an asset or liability. Level 3 inputs should be used to measure fair value to the extent that observable Level 1 or 2 inputs are not available. 10 Page 572 of 1598 PATHWAY TO PROSPERITY,INC. NOTES TO FINANCIAL STATEMENTS (Continued) SEPTEMBER 30,2021 AND 2020 NOTE 6—FAIR VALUE MEASUREMENT(Cont'd.) Generally accepted accounting principles require disclosure of an estimate of fair value of certain financial instruments. The organization's significant financial instruments are cash, accounts receivable, and accounts payable. For these financial instruments, carrying values approximate fair value because of the short maturity of these instruments. NOTE 7—TEMPORARILY RESTRICTED NET ASSETS Temporarily restricted net assets are grants received that have a time restriction which had not expired by September 30, 2021. Temporarily restricted net were composed of the following at September 30, 2021: Palm Health Care Foundation $ 137,288 DeLuca Foundation 21,250 Quantum Foundation 35219u $ 193,757 NOTE S—CONTINGENCIES The Organization receives financial assistance from agencies in the form of grants. The disbursement of funds received under those programs generally requires compliance with the terms and conditions specified in the grant agreement and is subject to audit by the grantor agencies. Any disallowed claims resulting from audits could become a liability of the Organization. NOTE 9--LIQUIDITY AND AVAILABILITY OF FINANCIAL ASSETS Financial assets available for general expenditure, that is, without donor or other restrictions limiting their use, within one year of the statement of financial position date, comprise the following: Cash and Cash Equivalents $363,728 Grants receivable 1694893 533,621 Less net assets with donor restrictions 193.757 Total financial assets available to meet general expenditures Over the next twelve months $339864 NOTE 10--RISKS AND UNCERTAINTIES Risks and uncertainties could significantly affect the amounts reported in the financial statements in the near term of the Organization. The risks and uncertainties addressed can stem from the organization's operations, the use of significant estimates and revenue. 11 Page 573 of 1598 PATHWAY TO PROSPERITY,INC. NOTES TO FINANCIAL STATEMENTS (Continued) SEPTEMBER 30,2021 AND 2020 NOTE 11 —SMALL BUSINESS ADMINISTRATION LOAN On June 14, 2020, the organization received loan proceeds from the Small Business Administration (SBA) in the amount of$149,900 under Section 7(b) of the Small Business Act. On August 19, 2021, the organization received an additional Ioan from the SBA in the amount of $150,000. The loans are collateralized by all assets of the Organization. The Organization will be required to pay interest on the SBA loan at a rate of 2.75%per annum. The loan is for thirty years with principal and interest of$1,328 monthly and will begin on June 14, 2022, NOTE 12—SUBSEQUENT EVENTS Management has evaluated events that occurred subsequent to the year end for potential recognition or disclosure in the financial statements, through the date on which the financial statements were available to be issued. The date when the financial statements were available to be issued was March 22,2022. On March 15, 2022, the SBA extended the deferment period from 24 months to 30 months. The organization loan payments will begin on December 14,2022. 12 Page 574 of 1598 Mark Escoffery, Certified Public Accountant 8645 N. Military Trail Suite 503 Tel(561)627-1404 Palm Beach Gardens, FL 33410 Fax(561)627-3844 REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GO VERNMENTA UDITING STANDARDS To the Board of Directors Pathways to Prosperity, Inc. Boynton Beach, Florida I have audited the financial statements of Pathways to Prosperity, Inc., ("the Organization")(a nonprofit organization) as of and for the year ended September 30, 2021, and have issued my report thereon dated March 22, 2022. 1 conducted my audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Internal Control Over Financial Reporting In planning and performing my audit, I considered the Organization's internal control over financial reporting as a basis for designing my auditing procedures for the purpose of expressing my opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Organization's internal control over financial reporting.Accordingly, I do not express an opinion on the effectiveness of the Organization's internal control over financial reporting. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect and correct misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented or detected and corrected on a timely basis. My consideration of internal control over financial reporting was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over financial reporting that might be significant deficiencies, or material weaknesses. I did not identify any deficiencies in internal control over financial reporting that I consider to be material weaknesses, as defined above. Compliance and Other Matters As part of obtaining reasonable assurance about whether the Organization's financial statements are free of material misstatements, I performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. 13 MEMBER:AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS AND FLORIDA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS Page 575 of 1598 To the Board of Directors Pathways to Prosperity,Inc. Boynton Beach,Florida Page 2 However,providing an opinion on compliance with those provisions was not an objective of my audit, and accordingly, I do not express such an opinion This report is intended solely for the information and use of the Board of Directors, Management, Children's Services Council of Palm Beach County and is not intended to be and should not be used by anyone other than these specified parties. -VA""' . kWff,1, P A. Palm Beach Gardens Florida March 22,2022 14 Page 576 of 1598 Mark Escoffery, P.A. Certified Public Accountant 8645 N. Military Trail Suite 503 Tel(561)627-1404 Palm Beach Gardens, FL 33410 Fax(561)627-3844 MANAGEMENT LETTER To the Board of Directors Pathways to Prosperity, Inc. Boynton Beach, Florida I have audited the financial statements of the Organization as of and for the year ended September 30,2021 and have issued my report thereon dated March 22, 2022. In planning and performing my audit of the financial statements of the Organization for the year ended September 30, 2021, I considered its internal control structure to determine my auditing procedures for the purpose of expressing an opinion on the financial statements and not to provide assurance on the internal control structure. However, during my audit I did not become aware of any matter that created an opportunity for strengthening internal control and operating efficiency. This letter does not affect my report dated March 22, 2022, on the financial statements of the Organization. This report is intended solely for the information and use of the Board of Directors, Management, Children's Services Council of Palm Beach County, and is not intended to be and should not be used by anyone other than these specified parties, Palm Beach Gardens Florida March 22, 2022 15 MEMBER:AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS AND FLORIDA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS Page 577 of 1598 ADDITIONAL ATTACHMENT • •Board Member List Page 578 of 1598 p PR sPERrry' Board Member List Name Title Professional Affiliation Ma uene Cadet Esq President _ Attorney Private Practice Valencia Spells-Anderson Vice President Staff Accountant, Optima Steel International Audrey Davis Secretary Branch Manager,AmTrust Bank Octavia Bell Treasurer Owner,The King's Learning Center Dr. Barbara Carey Shuler Board Member Owner&CEO,Shuler Memorial Chapel E ......::::::. ... _ ......... _ ...........:.:. ........:.:.. ........m....... _.... ...._._...e �:.,. Marilane Chaney Board Member Cofounder,Shepherd's Wives Interceding for The Times(SWIFF Rev.Terrence Kearney Board Member Senior Pastor,Abyssinian Baptist Church of Christ Revia Lee Board Member Retired Educator, PBC School Distriet DeAnna Warren Board Member CEO, Genesis Community Health Kemberly Bush CEO & Executive Director Pathways to Prosperity Page 579 of 1598 39 E. Ocean Avenue, cite 101 , Boynton each, FL 33435 561 . 03 .7743 t Y n O n O r ntributions benefit Pathways to Prosperity, :.,a not-for-profit,tax-exempt organization. :OPY OF THE OFFICIAL REGISTRATION D FINANCIAL INFORMATION MAY BE TAINED FROM THE DIVISION OF lNSUMER SERVICES AT 0 0 in ii: N�I MI.. ..Now am IM liffil E; PLY ENDORSEMENT,APPROVAL,OR COMMENDATION BY THE STATE. gistration#CH36146 Page 580 of 1598 Ramirez, RJ From: Felicia Hester <HesterF@p2ppbc.org> Sent: Tuesday,June 7, 2022 12:19 PM To: Ramirez, RJ Cc: Kemberly Bush;T Hails Subject: Pathways to Prosperity- Registration Submitted - Confirmation Attachments: Pathways to Prosperity- SAM.GOV - Registration Submitted - Confirmation.pdf Hello RJ, It was a pleasure speaking with you regarding Pathways to Prosperity. 1 have attached a copy of Pathways to Prosperity Confirmation of Registration into SAMI.gov for your records. If you have any questions, please contact Kem Bush @ 561-856-5551,Tara Hails @ 561-523-3220 or call me @ 561-777-8216. Thank you, Felicia Hester Executive Assistance Pathways to Prosperity 639 East Ocean Avenue Ste. 101 Boynton Beach, Florida 33435 SAMI.gov. 561-777-8216 www.pathwaysboynton.org i Page 581 of 1598 y An official website of the United States government Here's how you know WI S A& M.,,GO\/' G Requests I rb Notifications i ES Workspace 12 Sign Out Home Search Databank Data Services Help Submit Registration PATHWAYS TO PROSPERITY INC Register Entity Core Data Confirmation Page Unique Entity ID: EH5XLFE05C95 Assertions Representations and Registration Submitted•Confirmation Certifications Tue May 24 15:17:17 EDT 2022 Points of Contact Submit Rept stratiun You successfully submitted your entity registration.This registration record will remain in Submitted status until all external validations *0 Entity Review are complete.This process is entirely FREE to you.It is FREE to register and maintain your registration in SAM.It is FREE to get help { with your registration. 1 Confirmation Page 1111 What happens next? OIf you provided a Taxpayer identification Number(TIN),the Internal Revenue Service(IRS)will conduct a validation of your TIN and Taxpayer Name.This could take two business days.You will get an email from @sam.gov when that review is complete. OYour registration will then be sent to the Defense Logistics Agency(DLA)Commercial and Government Entity(CAGE)Code system for assignment or validation of your CAGE Code,This also is a FREE service.This step averages two business days, but tho DLA CAGE team can take up to ten business days,or longer,in peak periods.You will gel an email from @sam.gov when that review is complete. Otf the DLA CAGE team has any questions,they will contact the individual you listed as the Government Business Point of Contact(POC)via email.The email will come from an @dia.mil address.Please tall your Government Business POC to respond right away to any requests from an @dla.mil email.If a timely response is not received,your registration will be returned to SAM and your registration status changed to Work In Progress.You will have to resubmit and provide the requested information to DLA CAGE to continue. OYou will get an email from @sam.gov when your registration passes these external validations and becomes Active.While you are waiting,select Check Status on the SAM.gov homepage to see where your registration is in the review process. ORemember,it is FREE to register and maintain your registration in SAM.If you get an email from any address that does not end in.gov or.mit,be cautious.0 you get an email,text message,or phone call asking for money or payment of any amount, be very cautious.These parties do not represent the U.S,government.You engage third party vendors at your own risk. OYou can get FREE help with your registration by contacting our supporting Federal Service_ elzt+,_(FSO),In addition,if you are located in the U.S.and its outtying areas,you can get FREE support from your local Procurement Technical Assistance Center(PTAC),an official resource for government contracting assistance.Check the PTAC website to locate your closest PTAC. Select Back to Workspace to be navigated to your Workspace where you can view your entity record and print or save a PDF. Back to Workspace to R Feedback Page 582 of 1598 P Our Website Our Partners Policies Customer Service About This Site Aquisition.gov Of Privacy Policy Help Our Community G1 USASpending.gov C? Disclaimers Check registration Release Notes Gr Grants.gov Freedom of Information Federal Service Desk 3" Act B' System Alerts More Partners External Resources Accessibility Contact This is a U.S.General Services Administration Federal Government General Services computersystem that is"FOR OFFICIAL USE ONLY."This system is subject Administration to monitoring.Individuals found performing unauthorized activities are subject to disciptinary action including criminal prosecution. IBM-P-20220517-1255 WWW8 Page 583 of 1598 CDBG NOFO Subrecipient Grant - Scoring Criteria Applicant Name: Pathways to Prosperity Ac#irity Meed and (0-7 points) 15-20 14 points) vailable Justification Explanation: A description on how The description and There is a clear The activity will be the program justification on how focus on how the evaluated in terms of addresses an the program or program will the justification of the identified need was service addresses address the need. need for the activity in not included in the the identified need The applicant has the community. application. is vague and provided The proposed program somewhat unclear. satisfactory or services responds to There was moderate justification of the 17 Points a need in the evidence supporting need for the community. causal conclusions activity. There was The applicant has and positive findings strong evidence identified how the on one or more supporting causal evidence-based intended outcomes. conclusions and program or service positive findings on addresses the need. one or more Mended outcomes. - 1 Risk Assessment "(0-7 poi�nitsif (8-14 points) _ 1 9 7o „„ i 45-20 points) 20 Points Available Explanation- Applicant was not Applicant Applicant was able Applicants are expected able to successfully demonstrated the to clearly and to demonstrate that demonstrate the experience, staff successfully they are eligible, experience, staff capacity and ability demonstrate the capable, have the staff capacity and ability to comply with experience,staff capacity,experience to comply with the some of the capacity and ability with the proposed necessary requirements for to comply with all project and responsible requirements for receipt of federal the necessary in the management of management of funds pertaining to requirements for federal funds. federal funds. fiscal and the receipt of Fiscal and administrative administrative federal funds. oversight, internal oversight, and/or Documentation on was 20 Points controls, policies, internal controls, provided related to procedures must be policies and experience in fiscal clearly documented. procedures. and administrative oversight, internal controls and policies and procedures. Page 584 of 1598 CDBG NOW rScoring Criteria Equity (0-3 points) (4-6 points) (7-10 points) 10 Points Available n, Explanation: A description on how The description on There is a clear The applicant provides a the project will reach how the project will focus on how the description on how the underserved reach underserved project will reach project aims to reach populations was not populations is vague underserved underserved included in the or somewhat populations. populations. application. unclear. The applicant The applicant demonstrated that 4 Points demonstrate that is is working with working with other other organizations organizations in a in a cooperative cooperative effort on effort on the the pro ram or service. program or service. . - ___...... NO Future Model �(0 7 points) (8-14 points) (15-20 points) 20 Points Available Sustainability and Support Explanation: The answer is vague The answer includes ° The answer is clear The applicant describes or does not include intended project and includes the intended outcome intended project outcomes. intended project of the project and how outcomes. Explanation on how outcomes.There is a project success would Explanation on how sustainability can be strong explanation be measured. sustainability can be achieved is there, on how The proposal describes achieved is weak. but somewhat sustainability can be 19 Points how sustainability can There is no plan for unclear.The plan for achieved over a long be achieved to continue handling ongoing handling ongoing period of time and the services after CDBG expenses. expenses is vague. how any ongoing funds have been spent. expenses will be handled. BB rm �Has MC640 Activity Management& (05 points) points) (11-15 points) 15 Points Available Implementation Explanation: Goals and objectives Goals,objectives, Goals and objectives Applicants have are vague or are not and resources are are clear and provided included. Resources documented, and achievable given the documentation and necessary to implementation of availability of information showing the implement the the proposed necessary resources goals, objectives, and proposed activity are activity may not be for the operation 12 Points resources needed to not listed, not clear, feasible given the and maintenance of implement the and/or not available. type and availability the activity. proposed activity are of resources. i! available and ready. Page 585 of 1598 Subredpient Grant ® Scoring Criteria ® WIM Elimmai. Cost Reasonableness (0-5 points) (6-10 points) W (11-1®W5 pa oints)i015 Pt..s F A�►aifable and Effectiveness Explanation: The budget The budget The budget The activity will be document was document was document was evaluated in terms of its incomplete and did complete but the complete and the impact on the identified ) not adequately applicant did not applicant provided need, its capture the provide the all the necessary l implementation costs necessary budget necessary information and and budget funding information or information for justification for the request relative to the provide justification justification for the level of funding financial and human for the level of level of funding requested. resources. Evaluation funding requested. requested. will include the cost 13 Points incurred per person or ; per unit and the justification for a particular level of funding. Programs that are requesting support of administrative costs can range from 0-15 '0. x Total Points: 90 Reviewer Name:John bur an Reviewer Title: Economic Development Manager Page 586 of 1598 f ( Scoring Criteria Applicant Name:Pathways to Prosperity, Inc. q' "i�' i w# ® F # f r ` ® ' q is AcU ity Need and (0-7 points)' (8-14 points) (15-20 paints) 120'Points Available Justification Explanation A description on how The description and There is a clear The activity will be the program justification on how focus on how the evaluated in terms of addresses an the program or program will the justification of the identified need was service addresses address the need. need for the activity in not included in the the identified need The applicant has the community. application. is vague and provided The proposed program somewhat unclear. satisfactory or services responds to There was moderate justification of the a need in the evidence supporting need for the — Points community. causal conclusions activity. There was The applicant has and positive findings strong evidence identified how the on one or more supporting causal evidence-based intended outcomes. conclusions and program or service ( positive findings on addresses the need. one or more intended outcomes. q kq -q q q g Risk Assessment (0-7 points) (8-14 points) (15-20 points) 20 Points Available Explanation: Applicant was not Applicant Applicant was able Applicants are expected able to successfully demonstrated the to clearly and to demonstrate that demonstrate the experience, staff successfully they are eligible, experience, staff capacity and ability demonstrate the capable, have the staff capacity and ability to comply with experience, staff capacity, experience to comply with the some of the capacity and ability with the proposed necessary requirements for to comply with all project and responsible requirements for receipt of federal the necessary in the management of management of funds pertaining to requirements for federal funds. federal funds. fiscal and the receipt of Fiscal and administrative administrative federal funds. oversight, internal oversight, and/or Documentation was Points controls, policies, internal controls, provided related to procedures must be policies and experience in fiscal clearly documented. procedures. and administrative oversight, internal controls and policies and procedures. f Page 587 of 1598 CDBG NOW Subreciplent Granti it l- Equip (0-3 points) (4-6 points) (7-10 points) 10 Points Available Explanation: A description on how The description on There is a clear The applicant provides a the project will reach how the project will focus on how the description on how the underserved reach underserved project will reach project aims to reach populations was not populations is vague underserved c? underserved included in the or somewhat populations. populations. application. unclear.. The applicant eq The applicant demonstrated that Points demonstrate that is is working with working with other other organizations organizations in a in a cooperative cooperative effort on effort on the the program or service. I program or service. ` a Future Model {Q-7 paints) (8-14 points) (15-2Q points) 20 Points Available Sustainability and Support Explanation: The answer is vague The answer includes The answer is clear The applicant describes or does not include Iintended project and includes the intended outcome intended project outcomes. intended project of the project and how outcomes. Explanation on how outcomes.There is a project success would Explanation on how sustainability can be strong explanation be measured. sustainability can be achieved is there, on how The proposal describes achieved is weak. but somewhat sustainability can be —Points how sustainability can There is no plan for unclear.The plan for achieved over a long be achieved to continue handling ongoing handling ongoing period of time and the services after CDBG expenses. expenses is vague. how any ongoing funds have been spent. expenses will be handled. Activity Management& (0-5 points) (6-10 points) 7-6-- d s) " 15 Points Available Implementation 7777 Explanation: Goals and objectives Goals,objectives, jectives x Applicants have are vague or are not and resources are are clear and provided included. Resources documented, and achievable given the documentation and necessary to implementation of availability of information showing the implement the the proposed necessary resources goals, objectives, and proposed activity are activity may not be for the operation `Points resources needed to not listed, not clear, feasible given the and maintenance of implement the and/or not available. type and availability the activity. proposed activity are of resources. available and ready. Page 588 of 1598 i tScoring Criteria Cost Reasonableness (0-5 points) (6-10 points) (11-15 points) 15 Points Available and Effectiveness Explanation: The budget The budget The budget The activity will be document was document was document was evaluated in terms of its incomplete and did complete but the complete and the impact on the identified not adequately applicant did not applicant provided need, its capture the provide the all the necessary implementation costs necessary budget necessary information and and budget funding information or information for justification for the request relative to the provide justification justification for the level of funding financial and human for the level of level of funding requested. resources. Evaluation funding requested. requested. will include the cost LY Points incurred per person or per unit and the justification for a particular level of funding. Programs that are requesting support of administrative costs can range from 0-15%. C Total Points: Reviewer Name: Reviewer Title: L,' ., F r , <x i � 3 J Page 589 of 1598 CDBG NOFO Subrecipient Grant - Scoring Criteria Applicant 'Name:Pathways to Prosperity,Inc. ME MR: Mi Activity Need and (0-7 points) (8!-14 points) (15-260 points) 20 Points,Available Justification Explanation: A description on how The description and There is a clear The activity will be the program justification on how focus on how the evaluated in terms of addresses an the program or program will the justification of the identified need was service addresses address the need. need for the activity in not included in the the identified need The applicant has the community. application. is vague and provided The proposed program somewhat unclear. I satisfactory or services responds to There was moderate justification of the a need in the evidence supporting need for the IS Points community. causal conclusions activity. There was The applicant has and positive findings strong evidence identified how the on one or more supporting causal evidence-based ( intended outcomesconclusions and program or service positive findings on addresses the need. one or more intended outcomes. Risk Assessment points) (8-14 points) (15-20 points) 20 Points Available Explanation: Applicant was not Applicant Applicant was able Applicants are expected able to successfully demonstrated the to clearly and to demonstrate that demonstrate the experience,staff successfully they are eligible, experience, staff capacity and ability demonstrate the capable, have the staff capacity and ability to comply with experience, staff capacity,experience to comply with the some of the capacity and ability with the proposed necessary requirements for to comply with all project and responsible requirements for receipt of federal the necessary in the management of management of funds pertaining to requirements for federal funds. federal funds. fiscal and the receipt of Fiscal and administrative administrative federal funds. Is Points oversight, internal oversight,and/or Documentation was controls, policies, internal controls, provided related to procedures must be policies and experience in fiscal clearly documented. procedures. and administrative oversight, internal controls and policies and procedures. Page 590 of 1598 Criteria a Equity (0-3 points) (4-6 points) (7-10'pomts) 10 Points Available Explanation: A description on how The description on There is a clear The applicant provides a the project will reach how the project will focus on how the description on how the underserved reach underserved project will reach project aims to reach populations was not populations is vague underserved underserved included in the or somewhat populations. populations. application. unclear. The applicant The applicant demonstrated that —10 Points demonstrate that is is working with working with other other organizations organizations in a in a cooperative cooperative effort on effort on the the program or service. pro ram or service. � a -a • a - ® a t • a Future Model (0-ti paints) (8-i4 points) (15-20 points) 20 Points Available Sustainability and Support Explanation- The answer is vague The answer includes The answer is dear The applicant describes or does not include intended project and includes the intended outcome intended project outcomes. intended project of the project and how outcomes. Explanation on how < outcomes.There is a project success would Explanation on how sustainability can be strong explanation be measured. sustainability can be achieved is there, on how 20 points The proposal describes achieved is weak. but somewhat sustainability can be how sustainability can There is no plan for unclear.The plan for achieved over a long be achieved to continue handling ongoing handling ongoing period of time and the services after CDBG expenses. expenses is vague. how any ongoing funds have been spent. expenses will be handled. Acti�►ity Management& (0-5 paints) (6-10 points) (11-15 points) 15 Points Available Implementation Explanation: Goals and objectives Goals,objectives, Goals and objectives Applicants have are vague or are not and resources are are clear and provided included. Resources documented, and achievable given the documentation and necessary to implementation of availability of information showing the implement the the proposed necessary resources goals, objectives, and proposed activity are activity may not be for the operation 12_,Points resources needed to not listed, not clear, feasible given the and maintenance of implement the and/or not available. type and availability the activity. proposed activity are ' of resources. available and ready. Page 591 of 1598 ® Scoring Criteria g � Cost Reasonableness (Q-5 points] (6-16 points) (11-15 points) 15 Points Available and Effectiveness Explanation: The budget The budget The budget The activity will be document was document was document was evaluated in terms of its incomplete and did complete but the complete and the impact on the identified not adequately applicant did not applicant provided need, its capture the provide the all the necessary implementation costs necessary budget necessary information and and budget funding information or information for justification for the request relative to the provide justification justification for the level of funding financial and human for the level of level of funding requested. resources. Evaluation funding requested. requested. will include the cost 15 Points incurred per person or per unit and the justification for a particular level of funding. Programs that are requesting support of administrative costs can range from 0-15%. Total Points: 93 Reviewer Name Rebecca Harvey Reviewer Title. Sustainability Coordinator 4, m Page 592 of 1598 The City ofBoynton Beach FINANCIAL IDEPARTMENT COMMUNITY IMPROVEMENT IVIIo 100 5,Ocean Avenue Boynton Beach,Horida 33425 TEL:561,T4 ,635' .� r.,.�rca u�.... �Ii., June 20, 2022 Ms. Kemberly Bush, CEO Pathways to Prosperity, Inc. 639 East Ocean Avenue, Suite 101 Boynton Reach, FL 33435 Re: Community Development Block Grant(CDBG) Funding FY 2022/2023 Dear Ms. Bush: This letter is in regards to your application for CDBG funds for the Fiscal Year 202212023. The CDBG Application Review Committee assessed your application and based on their scoring, funding recommendations has been forwarded to the City Commissioners for approval, for the amount of $55,000.00. Final recommendation approval will be at the regular City Commission Meeting on July 19, 2022, at 6:00 pm. The City Commission meeting will be held at 100 E. Ocean Ave., Boynton Beach, FL 33425. We recommend you or a representative attend the meeting to address any questions that may arise regarding your organization and/or services. Thank you and we look forward to working with you. Sincerely, amirez C ommunity Improvement Manager Page 593 of 1598 How to Submit ........... qri-CITY OF---,, BOYNTON B E A C H Fiscal Year 2022 (October 1,2022 to Septermber 30,2023) COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) Not-For-Profit Subrecipient Grant Application SUBMISSION DEADLINE May 20, 20229 no later than 4:30PM (Hard copy andlar a Digital/Electronic Copy TO ram�rczrgibbfLus City of Boynton Beach Community Urprovement Division 100 East Oco.an Avenue (NO @PPliC9kns WW be a=npted after 4:36PM on May 2D,2022) FOR MORE INFOPMAHON OR QUESTIONS,PLEASE CONTACT- CITY OF BOYNTON BEACH RJ Ramirez,Community Improvement Manager COMMUNITY IMPROVEMENT DIVISION 100 East Ocean Avenue Boynton Beach,Florida 33435 ramirezrPbblil.us 561-742-6369 Page 594 of 1598 Checklist Agency Name* Boynton Beach Faith Based CDC,Inc. Projects" Family Strengthening-Emergency Food,Shelter&Financia;Assistance APPLICATION '2� Submit Hard Copy and a DigitallElectronic Application :✓:Application is signed and dated by Director,and Board Chairperson. 501(c)(3)is attached(Not-For-profit Status) '�. City of Boynton Beach Business Tax Receipt attached(if applicable). W,Board Member list. 'k Copy of latest audit. -s;All funding sources for[his project identified. ADDITIONAL ATTACHMENTS Attachment 1 Agency Articles of Incorporation,Agency 5y-laws,and Tax documents submitted to the Internal Revenue Service(IRS). 2020 9901 1.3MB Al of Incorporation BBFBCDC.pdf 288.18KB By Laws.pdf 631.63KB IRSLetterof[Jetermination.pf f 104.091 Attachment 2 Copies of current licenses)needed to operate(as applicable to the funder{activity)}inducing City of Baynton Beach Business Tax Receipt(if applicable). 2022 to 2023 Splicitation Letterl001 CH12112 (1).pdf 149.261<0 BTR.pdf 35.671 Food Managers License-Sharon Frew.pdf 7.81 MB Attachment 3 Documentation of all addl[ionaE funding sources for program(syproject(s)listed in application(if applicable). JMF 530,000 Award L[r and Check Copy.pdf 3.16MB Moskowitz Foundation Award Letter.pdf 279.381 S50,000 Meals Donation.pdf 1 A 5MB PER Requisition 8-15-21.pdf 1.61 MB 2021 22 Jim Moran Foundation-Elder Care check& budget.pdf 273.97KB 202122 Jim Moran Award Ltr-Family Strengthening 540,000.pdf 4.36MB HBB 2022 Mini Grant Award Letter and Contract Agreemeni 325.09KB FY 2022-23 Social Service Budget for CDBG Public Services Grant.pdf 92.95KB Attachment 4 A descriplionlscheduie of fees charged to the targeted beneficiaries of the pmgramslserviceslfacilitias lobe funded(if applicable) Attachment 5 A job description for each position for which funds are being requested(explain rolelresponsibilities within each program/project and explain salary increases request if higher than amount refunded last year)(if applicable)) ALL Jab Descriptions&Resumes.pdf 39.29MB Case Manager-COVID-19 Housing Counseling Job 253.41 Description.pdf Job Description-Case Manager.pcif 1 Al MB Jab Description-Outreach Specialisl 114.21KB Attachment 6 501{c)(3)documents IRSLetterofDatermination.pdf 104.09KB Attachment? Audi[documents 2020 Final Audit Report.pdf 320.631 Attachment Board Member List Board Member List,pdf 451.26KB Page 595 of 1598 Affirmations Certifications and Affirmations ✓ I certify that am authorized to submit this application an behalf of the app scant agee ncy. Y laffirmthattheawardandpaymentofgrentfundsaresubjeottothe o1-��'..._.._._ � e and absolute discretion of the City of Boyntan Beach City Commission without recourse.By submitting s appiicatten,I waive any and all claims related to the Cie of Boynton Bench C.'.Program and specifically agree to inde^rnify and hold the City,its employees,officers agents and r representatives harmless from any and all claims which may be in any way related to any City of Boynton Beach CDBG Program award payment,and/or denial. ✓ I certify that my agency was establ shed and operating in the City of Boynton Beach on or %:.before October i,2019. 1' 9✓ If funded,!affirm the applicant agency will continue service operations in fire City of Boynton Beach. I4✓ I affirm that the tax documents provided in this application are identical to those I have li submitted to the internal Revers tie Service. ✓ I acknowledge that,funds are distributed by relmhursameotonlg.If this grant is approved,, any amount my agency receives may be considered taxable income by the Internal Revenue Service. ✓ I I acknowledge that,if this grant application is approved,the City of Boynton Beach and }} Representatives of HUD,the Inspector General,and the General Accounting Office shall have access to all books,accounts,records,reports,files,and other papers,or properly (I pertaining to the administration,receipt and use of CDBG funds necessary to facilitate such II reviews and audits,as applicable and described under 24 GFR§570.0.90(c). ✓ acknowledge that,all records relating to the City oP Baynton Beach CDBG Program Including supporting documentation,shall be retained far the greater of three years from closeout of the grant to the City,as described under 24 Cl§570.490idj,unless there is litigation,claims, audit,negotiation,or other actions involving the records,in such case,the records must be retained until completion of the action and resolution of all issues. {✓ I acknowledge that If thisfgrant application is approved my name,my agency name,and my IVB grant award amount may be made public by the City of Boynton Beach. 9r . ,,,.., ... ✓ I acknowledge that,if this grant application is approved,my agency will he subject to Florida Sunshine Law,FL State Statute 119.0701 ,. I agree that an electronic signature,may substitute for the original signature and shall have the same legal effect as the original signature. Full Name" Keturah Joseph Applicant Signature* Title* Executive Director t- t . Date k 511 912022 Page 596 of 1598 Application ........... .................... ...... ......... ................. FY 2022 FUNDING REQUEST {October 1,2022-September 30,2022) To submit an application,complete A—G,Attachments 1-5(if applicable)and any other items requested.Do not include any items[hat are not requested.Submit a Hard copy and/or a digia0eiectronie copy to RJ Ramirez,Community Improvement Manager(r -,.[7�Ir rW,_)Community Improvement Division,106 East Ocean Avenue,Boynton Beach, FL 33435 bt.-i:30l Ill ;.0,'!r,.;i,Please review the Cl Program Subrecipient information and Guidelines, available at COBS I City e'Bo;:'er Baaeh(boyntin-beach.org} information,including the application process, reporting raquirelllents,goals and GmeSnes.For assistance,please call the Community Improvement Division at 561- 742-6359- A.GENERAL INFORMATION Applicant Name" Boynton Beach Faith Based CDG,Inc. Tax Exempt Status* Z. Non-Profit Unique Entity i Cage#4B1 D4,UEI k GZS6GQ1 CQFl OR DUN NS A 099722782 Per 2CFR Chapter I Part 25 and the Office of Management and Budget guidance on Federal Funding Accountability and Transparency Act(FFATA)Subaward and Executive Compensation Reporting issued on August 27,2010,each prime grant recipient may make subawards only to entities that have Unique Entity ID(SAM)s. Name of Project' Family Strengthening-Emergency Food Shelter&Financial Assistance Area or Location of Heart of Boynton-Census Track 61,Zip Code 33435 Proi Contact Person" Keturah Joseph (Preferably Pres-!Director) Title1e Executive Uirector Email kjbbtbcdc&yahoo.com Mailing Address* Street Address 2191 N.Seacrest Blvd Address Line 2 City State f Province 1 Region Boynton Beach Florida Postal 1 Zip Code Country 33435 USA Telephone& Fax 561-752-0303 581-244-5046 Additional Contact Sherry Johnson Person (Preferably Person responsible for preparing reports) Title Social Service Director Alternate Email sjohnson@boyn[onbeachcdc.org Mailing Address Street Address 2191 N.Seacrest Blvd Address Line 2 City State 1 Province!Region Boynton Beach Florida Postal!Zip Code Country 33435 USA Telephone Fax 561-386-4261 561-244-5046 Grant Request Grant Request Activity Area(choose oneh Activity Area .r Homeless Prevention Services Pubic SafetylCrime Prevention C Senior Services Domestic Violence Prevention Economic Development ` Educational Program Other Funds Requested* Amount of Funds Requested for Project: 65,000.00 Matching Funds a Amount of Matching Funds for Project, 120,000.00 Matching Funds Type G Cash ± Other Grants:±:Donations eG Other In-kind Page 597 of 1598 Identify Source of FY 2022123 Jim Moran Foundation$30.000-Approved Additional Funding FY 2022!23 Jim Moran Foundation$40,000-Pending Approval Aug 2022 FY 2021 lhru Dec 31 2022-Meals Donation for$60,000 CDBG COST. Total Funds Total CDBG Funds Requested Requested 65.000.00 Units Served Total Unduplicated Units Served 4,800 households Explanation* Explain haw the Total Unduplicaled Units Served is deiemined. 4,800 This number is based on the last 6 f months report for Households served for 2021122 CABG funding accomplishment reports provided to city for Oct 1 third March 31,2022.This year the same programs are r in placed,we will be dropping approx 80 for financial aid as programs come to an end, and adding a few for housing counseling and Jill discretionary funding.Meal Programs are funded for another year as is fresh food se senior program is expected to expand slightly,homeless outreach and HIVIAI DS program is funded for another year so those number should be consistent for outreach programs and supportive housing Average Cost Per CDBG Average Cost Per Unit(Total Funds RequesledlUnduplicated Units Served) Unit $19.54 per household TOTAL PROJECT COST INCLUDING OTHER SOURCE OF FUNDING: Total Project` Total Project 1,076,700 Units Served Total Unduplicated Units Served 4,800 Explanation" Explain haw the Total Unduplicaled Units Served is deteruned. Beneficiary Uata is collected and maintained in an excel program for clients served using the CDBG Accomplishment Report provided from last year's grant. The CRC has provided 2 quarterly reports far far this year.For the first 6 months of this grant period,the CDC has served an 2,396 unduplicated household. All of our programs are funded for another year and additional funds have been received and are pending for homeless outreach,HIVAIDs,senior meals,mental heallh8 wellbeing,and financial aid assislanoe.It would be easy to extrapolate that we can expect to service double that number,or 4,800 unduplicated households even in light of the fact that we will be ending the CDBG-CV financial aid and virtual activities.To the contrary,we will be adding an additional financial aid for senior housing and also an affordable food program,in- person social activities have increased senior participation from 53 virtual participants to 106 in person produce shopping and social activities-We have also been awarded a lot for affordable housing so there should be some housing counseling activities and applications for that particular property, Average Cost Per TOTAL Average Cost Per Unit(Total Funds RequestedlUnduplicated Units Served( Unit 5224.31 which is slightly higher than last years number of$220 due to inflation and higher fund costs for senior meals Project* Is this Project? v A new service;or A quantifiable increase in the leve]of an existing service which has been provided by the grantee on its behalf through State or local government funds in the 12 months preceding the submission of the grantee's Consolidate d Plan Annual Action Pian Received Funding> Has the applicant received or will receive other Federal,State or local government funds for the proposed project(s)forwhich the applicant is requesting CDBG funds4 a.yes No Funding Source If Yes,what is Iha funding source? Florida Department of Health-Office of Minority Health Page 598 of 1598 Funding Amount Howri 65,000 for 2 years each 2020!29 and 2021!22 Project without Could this project occur wdhout these funds? Funds` .;Yes ,"' No Project Will this project continua atter CDBG funding em10 Continuation* ..Yes 0 No Project Continuation If Yes,describe how the applicant will guarantee the sustainability of the projecllprogram after Guarantee CDBG funds have been spent 1113FBCDC is a community-based development corporation that not only is a premier Affordable Housing Specialist but is expanding its social service department to better link public and private partners together to try to fill the gaps in needs of our seniors and at-risk and homeless populations and to avoid duplication Of services.Therefore,BBFBCDC program and staff members are skilled at networking among local service providers,and they can outreach to the target population and assess the needs specific to each client we encounter.If we do not have the resources necessary for assistance,program staff makes appropriate referrals.What resources we do have are leveraged with other partners to assist cliants in the pandemic REBOUND and reach sustainability. B.PROPOSED PROJECT Project Description* in five sentences concisely desentia your project.This description wilh be used in future publications should your application be approved. Our Project serves individuals and families within the CDBG area(Census Tract 61,Zip Code 33435 with boundaries set as West-1-95,East—Intracoastal,North- Hypoluxo Rd,South-Woolbright Road)by providing in-take&needs assessment, case management,and community outreach as we leverage our resources and connect them to additional local,county,and state services and resources. This CDBG area is known as an underserved,low-income,AfricanlAmei community,designated by the USDA as a Class 1 food desert,identified by the PBC Hunger Relief Task Force to have the highest number of seniors 65 and over living in poverty,and designated as a priority zone for its poor hearth indicators,and confirmed by local hospitals that 1 in 3 seniors are malnourished upon admission. Our programs include,Senior Caregiving called"Aging In Place,"Family Strengthening(Emergency Food,Shelter&Financial Assistance)to assist families to rebound from the pandemic,and a Supportive Housing Program with 2 campuses and an Outreach initiative to promote HIVIAIDS awareness. Our Mission Statement has been attached to[his document and states within that it is our mission to revitalize this Heart of Boynton Community by providing Social Services to prevent those at risk of becoming homeless.This is particularly crucial currently in view of the economic impact of the COVID-19 pandemic and the desperate need for assistance. C.STRATEGY Public Service Pick ONE STRATEGY that best describes your projeci and provide number of units the will be served under this program Specific Objective Specification Strategy HouseholdfPersan Number of Units Homeless Prevention Services Emergency Yes Households 2,600 Food,Shelter& Financial Aid, Supportive Housing campus, referrals to network of social service partners Pubtic SafetylCrime Prevention Domestic Violence Prevention Referrals to Households 10 AVDA Senior Services Aging In Place Yes Households 273 Program providing basic essential services along with social activities,home delivered meals,fresh produce, affordable food packing Youth Programs Educational Program(specify) Households Page 599 of 1598 Other(specify supportive yes Households 1.106 Housing campus. HIVlAIDS Outreach U.PROJECT SUMMARY The City is responsWe for ensuring that the United States Department of Housing and Urban Development(HUD)funds are used in accordance with ali CDSG program requirements,that performance and goa13 will be achieve and that the all fundad projects wttt be in comptiance with all applicable federal regulations. Please provide a detailed descripton of: t. The scope of services of the proposed projectlactivity to be funded,including a plan of action explaining in delail haw the agency(and who,specifically)wiil implement the activity(i.e.,intake procedures,collact required documentation,reimbursement request,progress reports,end of the year report,ete,). 2- On average how many individuals are or will be receiving assistance per month? 3. What documentationldata was used to determine the need for this type of program? 4. How do you eva3uale the overall effectiveness of the program? 5. How this activity relates to the overall organizational structure? 6. Be very specific how the CDSG funds are proposed to be used? 7. How CDSG funds will it impact your current operation? Project Detailed Description r' SCOPE of SERVICES and number of diem§_Wryed-Our Project serves individuals and families within the CDSG area(Census Tract 61,Zip Cade 33435 with boundaries set as West-1-95,East—Intracoastal,North-Hypoluxo Rd,South-Woolbright Road}by providing in-take&needs assessment,case management,and community outreach as we leverage our resources and connect them to additional local,county,and state services and rssaurces- Approximately 390 people per month are served requesting multiple services-for example a senior could request rental assistance and end up with rental, pantry/meals,online SNAP,Medicaid,Medically needy applications,and recertification every 6 months or unity assistance with Li HEAP and EHEAP so that senior might read 6 services during that year but only counted as 1 household-so it is possible that we provide 2,340 services each month to 390 unduplicated households.Household generally average baut 2.S individuals,impactful numbers for a month could be benefiting 975 individuals with 2,340 services each month. This CDK area is known as an underserved,low-income,African/American community,designated by the USDA as a Class 1 food desert,identified by the I Hunger Relief Task Force to have the highest number of seniors 65 and over living in poverty,and designated os a priority zone for its poor health indicators,and confirmed by local hospitals that 1 in 3 seniors are malnourished upon admission. Our programs include,Senior Caregiving called"Aging in Place,'Family Strengthening(Emergency Fond,Shelter&Financial Assistance)to assist families to rebound from the pandemic,and a 5upportiae Housing Program with 2 campuses and an Outreach inidative to promote HIV/AIDS awareness. Affordeb@ Housing-Prior to the pandemic,the BBFBCOC,has been a premier agency in affordable housing&community revitalization.Through its housing efforts is has expanded its basic services as a HUD Certified Housing Counselorwarking with first time homebuyers.It continues to use the construction industry to offer apprenticeship opportunities to individuals in various trades. Supportive Hoestng-The CDC began a street outreach program in 2013 program for persons living with HIV&AIDS providing advocacy services,case management and interaction activities creating a supportive essential service to socially economically disadvantaged,mental drsabled and or homeless. The supportive housing program began in 2017,to assist homeless with behavioral issues transition towards independent living and achieve sustainability The CDC spent$698,656.26 to purchase and renovation of two(2)supportive housing units and now offers 2 campus,a men's 12 bed-unit&a women's a bed-unit. Individuals are referred to us for supportive housing from various agencies,a needs assessment and plan of action towards independence or permanent housing arrangements is completed and social services are provided accordingly to residents as needs are idretil as well as other individuals living within the community art are at risk or becoming homeless. The supportive housing program offers to it 52 clients(including the 19 in residence one-on-ane employment readiness services that encompass three skill sets and educational components:1)technology-used to cultivate critical thinking,2) skills assessment to develop clear objectives for gaining knowledge about the vocation of interest,and 2)hands on training strengthening the employability of individuals who hone their skills and maintain hob training for a period of 6 months, with tracking for one year.This year we expanded a our programming by creating a PEER-to-PEER advocate Leadership Carp(ALC)Phase 1 Recruitment. The program serves... 52 identified persons living with mental illness. 29(56%)have the fallowing No health services. Became homeless for several reasons. Are unemployed ar unemployable. Receive entitlements far food and shelter Have no other means for decent apparel,making it harder to advocate for themselves. Non-violent ex-offenders between the ages of 24 thin 52,who are transitioned from time served back to their communities. Offers outreach and support service_for men,women,and their at-risk families. Homeless and at risk of Homeless transitioning from hamelessness to securing housing employment leading to independence and maintaining ane'_well-being. Encompasses HIV&AISLES individuals ages 18 to 55. In addition to housing,various educ utiral&training programs are provided,such as life skills,computer skills,nutrition Page 600 of 1598 education,HIV(AIDS eduw Con,as they move towards job training and independence.We have successfully tranditoned 14 to permanent housing and employment situations. Seplar sjng_We were fortunate to he able to hire the Senior Care Team from the Community Caring Center and provide them the support to re-instate their award-winning Senior Care"Age in Place"program-Within this last year,they have managed to respond to the isolation of seniors due to the pandemic by providing Internet Technology&Training to get them to participate in virtual social activities.The senior meals program has found a home at Si_John Missionary Baptist Church and has been funded by United Way,PBC and First Presbyterian Church Delray Beach,Boynton Angels in Action and the Black Nurses Association has connected with Palm Beach Harvest and Whole Foods to provide the produce. It is anticipated that by 2050,seniors will outnumber children under 14 for the 1st time in history.By 2030,1/3 of Florida's population will be SD and aldec Palm Beach County's senior population is 5%greater than that ofthe state.Nursing home care casts on average$56,000 annually(if healthy(.To assist seniors to"Age in Place"could reduce the cost of care to as low as 52,000/year per senior served—easily saving taxpayers$25 million annually.Horne-based supportive services are essential to ensure seniors can age in place with dignity. The services we provide are critical to seniors.The Older Americans Act(CAA(Nutrition Program reports that older adults are significantly less healthy than the general Medicare population,62%of our home-delivered meals participants have 6 or more chronic conditions and 5316 take over 6 medications per day,some as many as 20.By 2DSO,seniors will outnumber children under 14 for the first time in history.The Census Bureau estimates 32.5%of Florida's population well he 60 and 5 older by 2030,up 34X from 2012,And 90%of seniors over 65 want to remain In their homes(AARP's 2011 Aging In Place; A State Survey of Livability Policies and Practices).However,seniors with no support services face Institutional care.Access to in-home,supportive care fur seniors is extremely€united.According to the 2010 PBC Health&Human Services Report, the County's waitliet far home and community based senior services nearly doubled In 3 years.In 20706 alone,4,923 seniors Car waiting lists in Florida entered nursing homes.Aaording to the National Aging in Place Council,care can cost on average $86,00D annually per person in a nursing home.Had€n-home care been available to those seniors,they could have aged in Piece with social service providers that provided supportive services programs at$1,500/year-a savings to taxpayers of Over$400 million. There are 275 local seniors that parddpate in our senior caregiyng program which connects seniors with resources,and each other,we help our senior neighbors stay in their homes,without fear of contact that could result in illness,Our financial assistance programs also help prevent senior homelessness and provide a network of support and care and maintains dignity.They have indicated that they miss the social interaction of being together and because of their vulnerability are feeling the impact of isolation even more so with COVID-19 pandemic. The program focuses providing basic essential services that allow a senior to Age in Place.It includes healthy Home delivered Meals,social activities that address senior isolation and prevents the health issues associated with it,provides fresh produce,exeredses,and nutrition education to maintain wellness. It became evident that this unique"spotlight"created a clear indicator to the community the importance ofsal isolation and that the lack of CCUs"Age in Place"program was a program that was needed now,more than ever.According to the American Psychological Association,"There is robust evidence social isolation and loneliness significantly increased risk for premature mortality,even more so than many leading health indicators."Regular activities provide stimulation and socialization,maintain relationships between seniors and providers,and give respite for caregivers. Family Strengthening This year,the big change has been the expansion of the social service department&the significance of our grass root efforts to leverage funds to address the huge disparities in health&financial aid this community requires&lacks within the Heart of Boynton. As you know,most agencies are generally competing for the same grant Funds.We are unique,we are uniting to leverage resources,centralize aptodarens to make it easier for clients to access help through a one-stop approach for all agencies, &to support grant writing efforts to leverage our combined ability to bring resources to affect change-You know the challenges. Those already vulnerable have been the most negatively impacted with our current health&economic crises. There are disproportionate financial consequences of both COVID-19&efforts to limit its spread for minority-owned&fow- incoul small businesses. Equity needs to be at the forefront of economic relief&recovery efforts to ensure we are best positioned to further build an inclusive economy.Going otherwise will only deepen our country's racial health&wealth gaps. This is not new,the disproportionate impact of the pandemic on minorities&those in low-&moderate-income communities both exacerbates&highlights the additional disadvantages these groups have been facing for decades or longer because of discriminatory practices&policies.COVID-19 just HICHLIGHTED the fact.This group depicts the deep inequities i.e_,higher unemployment,less likely to be able to work from home,more like€y to be employed in lower wage service industries,less likely to have a financial safety net,school closures to have a disproportionate impact on lower- income families:i.e.,digital divid®,FREE meals,financial relief efforts are intentionally excluding immigrants,both documented&legal permanent residents. The Alliance was organized in May 2020,All agreed to execute a Memorandum of Understanding to seek funding opportunities.What we were facing was a who€ming task, better to try to do it together!As we waited for grant approvals, the summer was used to meet with executive directors and program staff to acquaint each other with programs and procedures.We developed a "Cne- Stop Strop" for the sharing of client information thru a Release of Information Form,and a Drophox tool.Approval&Funds arrived late August 2020,As Murphys Law would bac signatures,limitation of client's capacity,internet access,and staffing issues:illnesses including months of recovery from COVID -19 surgeries,family deaths,staff replacements and their training.The BBFBCDC added the availability of funds to PFIC 211 Crisis Line to October 2020 a nd closed taking applications within 2 weeks due to the number of requests and to allow for prore6sing of applications.The Jim Moran Foundaieri s funds permitted our it garbaio IMPACT-Funding through CDBG,Wilt allow our organization to increase our services to meet the overwhelming needs of this community that have been economically impacted due to the economic challenges of COVID-19.Our programs have operated on a much smaller scale for over 20 years.The pandemic and the void in social services with the Community Caring Center closing has increased the need for more social service assistance. USF rj Fo UNQS-The funds will be used to provide staffing to intake and process assistance for clients,collect data and provide compliance reports RelatlpnshFp to the structure of the organization.The BBFBCDC has 2 departments,Housing and Social Services encoding to its mission statement-For the last 20 years,Its focus has been on affordable housing and first time homebuyer provider.The social serviLia department was added in 2020 and is about 50%of the operating budget and duplicated the amount of staffing for the agency. Documentation required-each household must complete an application and provide documentation as to proof Page 601 of 1598 of need requested,Identi'.catlon of slI household members,proof of household income to determine eligibility for each program according to the required agreements with each funder Required data is collected,median income is determined and once eligibility is determined assistance request is processed. Evaluation of effectiveness is determined with follow-up approximately 3 to 6 months post to assess the household stability situation,additional assistance and referrals are made to help stabilized the household to prevent homelessness. New Initiative* How does the organization identify new initiativesfprojects? New initiatives are determined by the gaps in providing requested service assistance from client calls.Each call is recorded as to the need and the agencies ability to provide or identify a partner agency to refer to for assistance.At the moment,the number of calls for senior housing who are being displaced because of rental rate increases is given a real priol and is being called a senior housing crisis.Our agency networks with advocacy groups from PBC Hunger Alliance and the Homeless and Housing Alliance to help identify needs and develop funding tracks to assist in meeting the needs of our clients. New initiatives are identified by listening to the clients we serve within the community.Gaps in services are identified and prioritized and sources of funding applied for as grants are made available.fast year we were able to increase the availability of Fresh Produce to 120low-income seniors on Monday.The program has become large enough to expand to two days.Our partnership with Palm Beach Harvest is providing 6,000 kbs of produce and fresh food from Whole Foods,and Ruth Chl Steakhouse each week to be distributed.We will he adding protein pro-packaged,using our non-profit resources to obtain fish,beef and chicken at whole sate prices by purchasing in bulk and passing the saving to HCB residents.We will be applying for our EBT Merchant License to allow them to purchase protein packages using their food stamps.This will be especially beneficial to seniors who are facing inflationary COIVD expenses while living an fixed incomes.We have also been awarded from JIviF$30,000 to address the inflationary costs in rental rates and homeowners taxes and insurance costs so that they do not loose their home through predatory tax deed acquisition or face eviction by landlords profitability greed.These two programs are driven as a direct result of COVID,and the date we are collecting through networking with partner agencies and calls from our clients requesting assistance. The funds will be used for staff and accounting required to collect date,provide services,and provide compliance reports required for accountability.Expectation is that 4,800 households will be provided multiple services as needed to achieve stability.We require a 3 to S month follow-up to determine effectiveness of program services. Page 602 of 1598 Program Boundary* Where will the program take place and is it wishing the City of Boynton Beach Municipal Boundaries? h'.cryaclr fli off"Ci,Is='2131 N 5c,-ql i J.P,vvllcbear,FL 33435,_-,d R r, 'in—hle,zu,qt,:ni.rf ,mCi-eqtlp7,r 4"d ise Lzi 1,:'vidr,'ll i-,p CN�.!�,ri and -_p6!1-1 u,'T, c,-tjqrltnt.,,a riz recel,ed.D,-�tn Co,i-1j ila ha'!,icny hiof jrgij fi o7j f,c,u.._.i.:�_it vr_,i FCt rC,,j-i or se,!,O. nor apse-__q ,a a_=n .ed.r0C a- %Ar r-nue<Y H=v Vi,� mJ i Ftn&2,e sir:.fa qc.nd't St.tOhn r,m,ilrjr,P PCrrt chrcri a em:it, ,ot)i,-I(Aa111,i n,i,%a .%.,i rcCd Par-,V iivepp;ng avid ,,very ser%is s-HOGSCS� h,If at 5emm3 C-N, cc'n'_--ir-ircor- .,a0 rzwr ci cn.c,ic are it i:t a, Z!,farr:t; 'i,if2C.tp ha„a..11sad-,his lair �l O.-It, atcirt,ariol is!la:i vii—,gal,c- LrvSl fCIr this iii pi-k-_;lo,I r,_,ir" Cn,o TRty Drr,,r- 'n- Air, Target Beneficiaries Who are the targeted beneficiaries(i.e.,geographic area,persons served,suc),and how are they selected for the program?(at;east 70%of the City's CDBG funds must directly benefit our low and moderate-income citizens)?What documentation is collected to verified clients served are Low-to-moderate-income(LM1)?(Attach additional sheets if necessary) According,to the Consolidated Plan it is considered a High Priority Our service area is in Census Track 62,and zip code 33435,although the program is open to anyone with in Palm Beach county,our focus is;more than 70%within the geographic area of District 2 better known as the Heart of Boynton-East of 1.95 to the Intracoastal,Lantana to Woolbright into a portion of District 3. Our targeted area of service with this grant application is zip code 33435 or Cans.,T,.,t 6:,it has been designated a,the "Heart of Boynton"The Heart of Boynton can be further characterized as: 1. an virclenerved,African American community, 2 identified by the USDA as.food desert 3. 67%of the community lack transportation 4. Includes a large population of immigrants(Haitian&Hispanic) 5. Existing health disparities with significant underlying health concerns and issues 6. More likely to be employed in lower wage industries 7. Less likely to be able to work from home S. lunw7granc populations,both documented and undocumented We do not have funding currently that requires us to serve all of Palm Beach County,so we are able to focus on the specific ri of this community in the 334351 code,Because of the substantial needs oi low-income ocomonky, our funders have Allowed us to provide local services.We do not turn anyone away from the larger community.However, we have listed with 211 Crisis Line that our targeted population is Census Tract 61 and the 33435 Zip Code. r EC"ch",BCaCh Tajr'j T Inc,',. I dr-,,l,, h,i rr,,qvoZ. �rd[_ild_ L.q" .tC- n7j �f,-j - I - _ ,.-rr:slr. 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Ci,e D sl ovoe 1.l Ccr,i,ct vc,,,ojl Check.Kequa.,tz and .;r.d i air-at',.,,hed, 8BFBCDC operates as part of the first step in Palm Beach County's Homeless and Housing Alliance's continuum of care lift Cs supportive housing,senior services and homeless prevention activities are provisions of food,bus passes,and financial assistance for unpaid utility,rent,and mortgage payments to prevent termination Of utility 5—ce,,eviction or foreclosure,nutrition education,advocacy,human services,hurricane preparedness,and volunteer care giving.Also, BBFBCDC is part of the local continuum of care for hunger and homelessness as we Provide emergency vouchers for medication,gas and emergency-shelter as funds are available for use.Cil funds would enable BBFBCDC to maintain our social service assistance to seniors and low-income populations that include families and children in crisis.BBFBCDC operates out of our building at 2191 N.Seacrest Blvd.where we provide direct services to walk-ins at our site and provide referrals to our partners as needed Currently due to the pandemic,we have opted to offer Virtual Intake as staff has been working from home when needed.BBFBCDC is a member of PBC Client Information Management System,PBC Hunger Committee serving or the Nutrition and the Senior hunger Committees,Long-term Hurricane Recovery Committee,& Homeless and Housing Alliance.BIBI'l Uses in remote Angel Food Pantry and offers sunshine calls,receives requests for Pantry items,and provides Pantry shopping deliver services via volunteers.Wednesday's scripts are offered Home Delivered Meals,along with Whole Food's fresh produce,meat,and bakery items to provide nutritionally balanced food to the community.The CDBG funding will affect the number of clients we can directly assist Therefore,because the program is already open and operating,.new hTvpiEkim.rr.tico schedule will nor be set solely to administer services paid for by CDBG funds.These monies will provide quantifiable increase and enhancement oforgoing services already offered by the atil Each client Other OrganiZ90i Are you working with other organizations in a coopernalive effort on the program? �i Yes 0 No Page 603 of 1598 List Organizations If yes,please list the other organizations and their role and responsibilities. 1-Pathways to Prosperity,Circle participants, 2-Healthier Boynton,a Palm Healthcare Pi family oaregiving, 3-Boca Helping Hands,pantry,&job training, 4-The Women's Circle,job placement&immigrant participants, 5-Boynton Mental Health Commlttea,Commissioner Woodrow Hay,Chair,mental health education and resources, 6.Trinity Counseling Center of Florida,Inc.counseling and referrals ?.Genesis Community Health,healthcare center,homebound care,services for homebound,vaccine,community outreach center, 8.Boynton Clergy Coalition,advocacy,community organizing Boynton Strong Training and Outreach,CPR Treining and certification,NARCON distribution and merchant training on use 9 Heart of Boynton Neighborhood Association,communication and outreach Subreciplents Fees Does the subrecipient charge fees to its clients? U Yes No Program Income Will Program Income be generatetl form this activity? ,D Yes c«;No Program Income 1t yes,explain how will the program income be used? Usage Ni Oaals/Objectives/Activity Measures (Descriptive narrative.For multiple prujecls,please use separate Geal Sheet for each indlAdual project)_ ProjecUProgram Family Strengthening-Emergency Food Shelter and Financial Aid True Gaal 1* 273 Seniors will remain independent Objective 1* —Increase senior ability to socialize to prevent the long-term health effects of isolationism by providing Internet Technology and Training for virtual activities:on- line shopping and delivery of medical supplies,prescriptions,grocery,Church sermons and Bible Study participation,Physician Patients Portals for appointment and checkups.Provide transportation for vaccines and hold monthly social activities. Resources Needed& Staffing,computer,software licenses,place of operation all needed and available to Available` provide service Start pate' 5!19!2022 Duration* on-going Objective 2 Maintain physical wel€ness through nutrition education and healthy eating,by providing fresh produce and healthy home delivered meals,chair exercises and yoga instruction both physically and virtually. Resources Needed& Staffing.-computer,software licenses,place of operation all needed and available to Available provide service Start Date 511 912 0 22 Duration on-going Objective 3 —Identify Resources-for financial benefits(SNAP Rent&Utility Assistance},end of life resources,healthcare management,financial planning,changes in Medicare and Medicaid,filing of wills,funeral arrangements,medical equipment,etc. Resources Needed& Staffing,computer,software licenses,place of operation all needed and available to Available provide service Start Date 511912022 Duration on-going Gaal 2 Homeless Prevention—Family Strengthening particularly this year as families face extraordinary economic challenges Objective 1 "GET THE MONEY"Provide on-line apptcation assistance for families to obtain rent and utility assistance through PBC's OSSCARB,ERA,City of Boynton ERA, foundation and donor assistance to prevent evictions and foreclosures,work with TanantlLandlord negotiations,referrals to legal aid,and when necessary work to assist with relocations,and Emergency Housing Vouchers through MHA,offer Housing Counseling Services regarding documentation required for financial assistance,how to do crisis budgeting,credit repair and counselling,and referrals Resources Needed& Licenses for on-line portals through DCF,PBC Community Services,Homeless and Available Housing Alliance,Client Track,FPL representative,registration with 211 PBG for referrals are all in place and current to be able to access any help needed within Palm Beach County. Start Date 5/19/2022 Duration on-going Page 604 of 1598 Objective 2 Work with partner agencies,through our Memorandums of Understanding from Pathways to Prosperity,Healthier Together Ea.BE Mental Health Committee,the Women's Circle,Boca Helping Hands,Boynton Angels in Action,Candad Center, to leverage resources Resources Needed& Relationship of partners have expanded to include 11 agencies and 18 Available congregations thou the BE Clergy Coalition.CEG meet regularly on zoom each month to coordinate activiCes and services,and apply for grants Start Date 5119!2022 Duration on-going Objective 3 To aid with unemployment applications and registration with EmployFlodda,provide Job Placement Assistance and referrals to PBC Career Source and the Women's Circle,provide referrals for training and placements to Boca Helping Hands, Feeding South Florida Culinary Training Resources Needed& Relationships and applications are in place and programs with partners are current Available and available Start Date 5/19/2022 Duration on-going E,PROJECT BUDGET Please list applicant's anticipated expenditures,detailing requested funds and additional funding. Please choose Cash, In-Kind,Other Grants,Donations beside each amount under"Other Project Funds"to denote the type of funds being used. If funding request is for multiple programslprojects,please provide a separate PROJECT BUDGET for each programlprolect. Project Budget Sheet ADMINISTRATION: line Item CDBG Funds Other Funds Other Project Total Protect Requested Type Funds Budget Per son Other rel S53,710.00 Grants S 174,990.00 $254,16200 Pay roll Tax Other es $4,109.00 Grants $13,044.00 $17,153.00 Em plo Yee Ben Bill Other s S 415.00 Grunts $385.00 5 500.00 Off ce Sup piie Other s S Grants S 4.851.00 $4,851.00 Co py Sup pile s $ S S Pos tag e S S 5 Tel eph one 5 $ $ Pro Fes sin nal Ser vice S $6,766.00 $ $6,766.00 Oth or (Ex plat Other n) $ Grants $812508.60 S 812,508.00 Page 605 of 1598 TO TAL S S 66,006.00 $1,011,706.00 $1,076,700.00 F.APPLICANT INFORMATION (Provide a brief description of each) Capacity of Organization Is the agency adequately staffed? The capacityof the organization has been denianstrated over the last 20 years as a premier affordable housing developed_ staffing: James Horne has been certified by NeighborWorks as a Housing Counselor Gloria Goolsby has a 65 in Community and Human Services,and a certification as a Behavioral Health case Manager. Sherry Johnson was the Executive Director of the former Community Caring Center,her background was in Secondary Education as a Math Teacher,credentials in accounting,State Certified as a building contractor,and 20 years as a Social Service provider. Michelle Davis White is a Bethune Cookman University with a BA in History/Pre-Law and the former program Director for the Community Caring Center's Senior Care,Aging in Place,program that had obtain national recognition for assisting seniors and effectively reduce the burden of taxpayers on institutional care cost.It became a model program that had achieved significant results in increasing the longevity of seniors and their quality of live in their golden years,especially for those in low-income minority communities. Resumes craft staff indicate extraordinary level of education and experiences and credentials in the field of housing and social services. The Executive Director's professional profile consists of...., •Over 26 years of management experience within diverse environments •teasaned affordable housing professional. Over 25 Years of experience in developing,planning,implementing,and directing housing and community development programs. •-Over 21 years of real estate sales experience •In-depth knowledge of federal regulations of CABG,HOME,NSP and State(SHIP)housing programs She can effectively and positively deal with government officials as well as private clients and consultants and has demonstrated sound knowledge of mortgage lending criteria and experience in credit analysis,and underwriting. The BB Faith Based CDC has intentionally focused the last year on increasing its capacity and role as a lead agency in providing direct client service to address the needs of this community.In one year,with the hiring of four(4)additional staff,our social service programs were able to grow our program by adding to our Supporcice Housing&Outreach Program, both an Elder Care and a Family Financial 5trengthening program and organize the Boynton social service organizations into an Alliance of provider.Our Financial assistance program received$37,000 to provide flex{funding,raised an additional $45,718,and leveraged those funds to obtain$173,166 in state,county,and local resources for clients to create a$268,825 Financial Aid Program we call Famry Strengthening for Boynton residents. In addition,the additional sraffhave identified funding opportunities to re-establish the"Age in Place"direct senior care program and reemploy the original CCC Senior Care staff.This team was instrumental in developing the flagship model program called"Aging in Place" Mission t Explain how this program fits with your mission? The mission of the Boynton Beach Faith-Based CDC,Inc,is to promote econorti revitalization of the community through homeownership,develop and sustain partnerships for efficient use of resources, improved and increase the delivery of social services in the community to children and families by creating a healthy community through nutrition education,social services,and economic development programs, Experience a Please explain your organization experience with the proposed project? Past Experience Both the Executive Director,Keturah Joseph,and the Social Service Director,Sherry Johnson,have had over 20 years of experience with Housing and Urban Development,CDBG Funding through the City of Boynton Beach and Palm Beach County,FEMA's Emergency Food and Shelter Program,and have cleared the compliance review process.Ms.lohnson's LRO received FEMA funding,LRO ft 168600-042,since 2009 until 2020. Page 606 of 1598 Staffing Capacity* Who works on the project directly and indil rhe staff works together with additional volunteers to coordinate the daily operations of the Affordable Housing Home Buyer Education Program,Housing Counseling Services,Supportive Housing&Homeless Outreach,Family Strengthening-Financial Assistance,Ange!Food Pantry,and Senior Caregiving Programs including home delivered meals and fresh produce Programs.These are the programs to which BBFBCDC has quantifiably increased services.Therefore,BBFBCDC staff will continue with the same day-to-day operations for coverage to keep the BBFBCDC office open,programs running,and the Food Pantry stocked to accommodate walk-ins and referrals from our partners. Current paid administrative staff consists of the following: Keturah Joseph,Executive Director Vacant-Administrative Assistant(February 2D2O a staff person unexpectedly died.The position person unexpectedly died.The position has not been replaced due to Covid-19) James Horn,Home Buyer Coordinator vacant-Housing Project Manager Sherry Johnson,Family Strengthening,Case Manager Michelle Davis White,Senior Caregiving Case Manager Gloria Goolsby,Supportive Housing Coordinator&Outreach Willie Drayton,Home Delivered Meals(HOM)Coordinator Donald Godfrey,Home Delivered Meals(HOM)Coordinator Senior Meals Chef,Chef Gus Palanco Seniors Meals Prep Sous Chef,Carling Regis N+c have had to I jirna:�e Roles and Prs orm.bi`ihies with the Cyob ernment&A,uncy Partr:ers to prrrv:de add;tianal nmerZencVseraces_ They include the following: PBC 211 Crisis Line Florida Power and Light Assist PBC's Client Information Management Systems(CMTS) PBC's SAMIS Portal System to respond to NOFA's and Invoice for Services Renderer Department of Children&Families-completed all required training to provide services to clients. Homeless and Housing Association Membership was required to obtain CM IS access. We also obtained software programs to assist in data maintenance,and detailed financial accountability in compliance reports to funders:Dropbox,Zoom,&QuickBooks AnV required licenses,such as Food Manager's for the Home Delivered Meals,are attached,Authorization from PBC,DCF and FPL have user agreements and staff have completed any certifications required. CDBG Fund Maintenance's Will all CDBG funds awarded be maintained in a manner Ihat they wiN be accounted for separately and distinctly from other sources of revenue or funding?Provide a briof description of the applicant's policies and procedures that ensure funds will he tracked appropriately. T6-.e fl;ryntori Beach Faith L<.i.ed CDC,Frrc n<:;l adni isster'hs,ragr-A,,d rsnd5Irr an efficient and e`Le lve marrtr Because,86l h,,s been in existence for more than 2.0 y.azas and is a part of a eaua'oorati:•e cifcrt-.vi' in the Heart of Boynton area,our methods of nuueach,sr:tn'xc and assessment are co^duc,el, r of-ianaliy and eortrpsssiorate:, a_r:,in a timely nearnc E.acn-i ral year,a budget rornrr:1tn=-is c•i the Board of UJcta-s Xcl vti Ith the ExecuT;,D'-ectcr,m-y,reprzrG a prtrec`eal:uv{Z.et and rtrake a recommendation tri the Board of Directors for i l acpra:al. An experienced E,etutir,e G. -c._ and Ass'st;- `:.a-Ale the day..to-day a=ns-i-S at the finance rt.o--hre:tit"vt Is overseen by an Fxri r,encxrf Baud Treasurer,The accounting srztean is computerize),,rsina the non-krcdt C,;rich4ocr,ss's Pro software.>n:;cccu rant 15 usecj to write ct':ccFs bi-weekly,Check Fierl:src by the Department head and reviewed Ly the Executive 9irector far appro,4 and then given to the aroma;:`pct.The accountant hley uii reputed payroll;eperts and Payments tamely-A CPA is used to CUr�Su:t w,Lh as lr=uded and provides an ar_naal audit and an annuli repo;to tne Board of Directors ma65ng any ett>mmsnda an necessery to Jncrove the fecal accouetabPloy of the organization- Regarding tF:e CDBG fu-,J5,r^n AdmInistrarve AsSSitflt bvil!propare for City of Boyntan Beath copies of check='Jbb:,,.woes for reimUr..�sernent on a 1rAQr.tr,!Y"Quar"er:y basis along Mth required,purzs of numbers of t:rcefic.a es and 'l-o Es'? r:eve.DirrCCWr W o ^rsac u16r Capes off, ancia:CT:s ck RogUc,sts ari=d Ref'artirP. Forms usiad are attached. Page 607 of 1598 Policies and Procedures Does the applicant have written policies and procedures?How often are these policies and procedures updated?Provide a brief list at the topics cevared in the applicant's policies and procedures_The City of Boynton Beach may raquest a copy for review during the application and award process or as part of the grant monitoring process. The organization has a , Policy and Procedures Manual, Employee Handbook, Fiscal Policy and Procedures Manual, Non Discrimination Policy, Client Grievance Policy, Code of Ethics Policy, Confidential Agreement, Computer and Passwords Policy,and a Board Conflict of Interest Policy $ Track Expenditures' Is the applicant's financial management system able to track actual expenditures and outlays with budgeted amounts for each grant or subgrant?Provide a brief summary of the organization's process for tracking expenditures,including tracking budgeted versus actual amounts. The key characteristics of the financial management policies Include,but are not limited to: Transparency and clear accountability at all levels of operation..-All parties are held accountable for making sound financial decisions and following all rules and regulations. Expenditures are planned,then checked against the plan (e.g.,an approved budget)-. Costs are reasonable,necessary,allowable,and appropriately allocated to the correct funding source. Funds do not sit idle and are protected from misuse. "Records are clearly understood by any certified public accountant(CPA):and J Reports generated are helpful to program managers and agency leadership.Topics include:Overview and Responsibilities of Finance Department,Business Conduct,Fraud Policy,Security,Control of Chart of Accounts,Journal Entries,Revenue Recognition Policies,Refunds of Revenue Received,Accounting for Contributions and In-Kind Contributions,Billingllnvoicing Policies, Classification of Income and Net Assets,Procedures for Grant/Contract Billing or Reimbursement Requests, Cash Receipts,Reconciliation of Deposits,Accounts Receivable Management(monitoring,collections,credits and adjustment,write-off authorization Procedure,reserve for uncollectible accounts,Purchasing Policy and Procedures,Political Intervention,Accounts Payable Management,Travel and Business Entertainment,Cash Disbursement(check-writing)Policies,Cash Management,Accounting Treatment for Prepaid Expenses and Leases.Classifioalbn of Leases,Accrued Liabilities,Accrued Leave,Frequency of Preparation and Annual Financial Statements,Fiiing of Government Returns and Public Access to Information on Returns,Policies relating to Budgeting,Annual Audit,Investment,Fixed Assets(Capitalization and Depreciation Schedules), Insurance,Record Retention Policy,Allocation of General and Administrative Costs. Our Annual Operating Budget is submitted to our accounting department detailing the allowable expenditures for each fund balance-Our accounting software,QuickBooks Pro is capable of providing budget to actual overview indicating variances per line item and perfund. Yes,we use a QuickBooks program and create line items budget(sources and uses)for each programfproject, allocate expense according that line item and provide necessary tracking of budgeted versus actual amounts. Monthly financial statements are provided for review by the finance committee and the board.Cashi projections are provide and expenditures are compared to projections.Variances are noted and actions are taken to address any cash Flow deficiencies.Does the applicant have effective internal controls in place to ensure that federal funds are used solely for authorized purposes?Provide a brief description of the applicant's internal controls that will provide reasonable assurance that the award funds will be managed properly, Internal Controls" Does the applicant have effective internal controls in place to ensure that federal funds are used solely for authorized purposes?Provide a brief description of the applicant's intarnal controls that will provide reasonable assurance that the award funds will be managed property. All deposits and expenditure will be administered,a QuickBooks accounting program will be used, a programlpreect budget.A Request for Payments provides for identification of each program and line item in the budget.Appropriate back up documentation must be attached to substantiate the use of funds according to the Scope of Services and allowable expenditures under the terms and conditions of the grant award.Our CEO has the 53 I P a g e experience and expertise,pertaining to the use of government funds according to contracts,to review documents and authorize payments.Payment requests will be approved by signature by the CEO and submitted to the bookkeeper for payment-Our CPA will audit funds annually as required as a single audit.We have a finance committee that requires separation Of duties for preparation of invoices,reviews,sign off required,check writing,2signatures are required for each check,and reconciliation of accounts, limits as to what CEO can approve before 1t goes to the board Page 608 of 1598 Records Retention Policy* Does the applicant have a documented records retention policy?If so,brarly describe the policy and confirm that the policy complies with radiated regulations.Information an Remrds Retention and Access can be found at 2 C.F.R§200,333-200-337. Yes,we are in compliance with the government requiring a 7-year retention of documents for federal review and auditing purposes.This is our RECORD RETENTION Policy It is the policy of BBFBCDC,Inc.to retain records as required by law and to destroy them when appropriate.The appropriate Director must approve the destruction of records.The format records retention policy of BBFBCDC,Inc.is as follows:Accounts payable ledgers and schedules 7 Years Accounts receivable ledgers and schedules 7 Years Audit reports Permanently Bank recopciliations 3 Years Bank Statements 3 Years Chart of Accounts Permanently Cancelled Checks 7 Years Contracts. mortgages,notes,and leases Permanently Correspondence with customers and/or vendors 2 Years Deeds,mortgages,and bills of sales Permanently Depreciation schedules Permanently Duplicate deposit slips 3 Year Expense analyseslexpense distribution schedule 7 Years Year-end financial statements Permanently General ledgerslyear end trial balance Permanently Insurance policies(expired)3 Years Insurance records(policies,claims,etc.)Permanently Internal audit reports 3 Years+Internal reports 3 Years Invoices(to customers,from vendors)7 Years Journals Permanently Payroll records and summaries Permanently Property records(incl depreciation schedules)Permanently Subsidiary ledgers 7 Years Tax returns and worksheets Permanently Governing Body Profile' Governing Body Profile(Does Road membership reflect the community as regards ethnicily. gender and representative or the population served?Is Board Orientation conducted for new members?Hew often does the Board meet?Please include Board Member list) The Board of Directors aro made up of Boynton Beach Residents,or work within the City.Il is comprised of 100%African American which is representative of the community served,A Board Orientation is provided for new board members G.CONFLICT OF INTEREST Federal law(24 CFR§570,611)prohibits persons who exercise or who have exercised any functions or responsibilities With respect to the above grant...or who are in a position to participate in a decision making process or to gain inside informadior with regard to such activities,may obtain a financial interest or benefit from an assisted activity..,either for Ihemsalves or those with whom they have family or business ties,during their tenure or for one year thereafter. Enter the text you want this field to display City Employee or Is there any member of the applicant's staff,member of the applicant's Board or Directors.or Commission olfi who currently is or hasfhave been within one year of the dale of this application a City Member* employee,or a member of the City Commission? d Yes u No If yes,please fist names: Related to City Is there any member of the applicant's staff,member(s)or the Board of Directors,or officer(s) Employee or who are business partners or immediate family of a City employee,or a member of the City Commission Commission? Member'" C yes i; No if yes,please list names: Funds to Pay City Will the funds requested by the applicant be used to pay the salaries or any of the appficarrs Employee or staff or award a subcontract to any individual who is or has been within one year of the date of Commissioner or this application a City employee,or a member or the City Commission, Relation" 0 Yes -: No It yes,please list names: Page 609 of 1598 Signatures REPAYMENT: ,Funding from this grant program is subject to federal,state and local audit.If a determination is made that these grant funds were used in a manner inconsistent with program guidelines,for an ineligible expense or for expenses reimbursed by another federal,state or local grant/loan program then the awarded entity wil reimburse the City of Boynton Beach these funds. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the CDBG grant program,the application and the CDBG Program Subrecipient Information and Guidelines. NOTICE TO THIRD PARTIES:The grant application program does not create any rights for any parties,including parties that performed work on the project.Nor shall issuance of a grant result in any obligation on the part of the City of Boynton Beach to any third party.The City is riot required to verify that entities that have contracted with the applicant have been paid in full,or that such entities have paid any subcontractors in full.Applicant's warranty that all bills related to the Project for which the applicant is directly responsible is sufficient assurance for the City to award loan funding. The applicant certifies to the best of his;her knowledge and belief that the data in this application is true and correct and that the filing of the application has been duly authorized by the governing body of the applicant(if applicable}and that the applicant will comply with all the requirements of this grant if the application is approved. I agree that an electronic signature,may substitute for the original signature and shall have the same legal effect as the original signature. Signature` �,�. Name Courtney Cain �(f/�je �jy , V Title Date` j¥ President 5110!2022 � y Signature Name Keturah Joseph rf Title Date 2W/1 Jtfgam` CEO 5;99x2022 d Page 610 of 1598 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY P. O. BOX 2508 CINCINNATI, OH 45201 �ilfi Employer Identification Number: Date' 65-0971509 DLN: i1b 53073775004 BOYNTON BEACH FAITH BASED COMMUNITY Contact Person: DEV CORP SANDRA MAK ID## 95023 PO BOX 337 Contact Telephone Number: BOYNTON BEACH, FL 33425-0000 (877) 829-5500 Public Charity Status: 170 (b) (1) (A) (vi) Dear Applicant: Our letter dated October 2000, stated you would be exempt from Federal income tax under section 5ol (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 between 8:00 a.m. - 6:30 p.m. Eastern time. Please keep this letter in your permanent records. Sincerely yours, Lois G/'Lerner Director, Exempt Organizations Rulings and Agreements Letter 105D (DO/CG) Page 611 of 1598 DepaAment of the Treasury I Inte'rks"ii Revenue Service P, O . Box 2508 In reply refer to : 0248574153 Cincinnati OH 45201 Apr . 13, 2011 LTR 4168C EO 65--0971509 000000 00 00017038 BODC : TE BOYNTON BEACH FAITH BASED COMMUNITY DEV CORP Yo COURTNEY C CAIN PO BOX 337 BOYNTON BEACH FL 33425-0337 15420 Employer Identification Number : 65-0971509 Person to Contact : MS. JOCKERS Toll Free Telephone Number : 1--877-829-5500 Dear TAXPAYER: This is in response to your Apr . 04, 2011 , request for information regarding your tax-exempt status . Our records indicate that you were recognized as exempt under section 501 (c) (3) of the Internal Revenue Code in a determination letter issued in OCTOBER. 2000 . Our records also indicate that you are not a private foundation within the meaning of section 509(a) of the Code because you are described in section (s) 509(a) ( 1) and 170 (b) ( 1) (A) (vi) . Donors may deduct contributions to you as provided in section 170 of the Code . Bequests , legacies , devises , transfers , or gifts to you or for your use are deductible for Federal estate and gift tax purposes if they meet the applicable provisions of sections 2055 , 2106 , and 2522 of the Code . Please refer to our website www. irs . gov/eo for information regarding filing requirements . Specifically, section 6033(j ) of the Code provides that failure to file an annual information return for three consecutive years results in revocation of tax-exempt status as of the filing due date of the third return for organizations required to file . We will publish a list of organizations whose tax-exempt status was revoked under section 6033 (j ) of the Code on our, website beginning in early 2011 . Page 612 of 1598 0248574153 Apr . 13, 2011 LTR 4168C CO 65-0971509 000000 00 00017039 BOYNTON BEACH FAIT11 BASED COMMUNITY DEV CORP COURTNEY C CAIN PO BOX 337 BOYNTON BEACH FL 33425-0337 If you have any questions , please call us at tate telephone number shown in the heading of this letter . Sincerely yours , S. A. Martin , Operations Manager Accounts Management Operations Page 613 of 1598 BY-LAWS OF BOYNTON BEACH FAITH BASED COMMUNITY DEVELOPMENT CORPORATION, INC. y Article I— General Information Section 1 Name: The name of the corporation is: Boynton Beach Faith Based Community Development Corporation, Inc. Also referred herein as the Corporation. Section 2 -- Definition of By-Laws These by-laws constitute the code of rules adopted by the Boynton Beach Faith Based Community Development Corporation, Inc., a Florida non-profit corporation, for the regulation and management of its affairs. Section 3 — Princi al_and Branch Offices:, The principal place of business of this organization shall be: 404 NW 13th Ave Boynton Beach, FL 33436 Or as the Board of Directors may designate from time to time. Section 4� Fiscal Year: The fiscal year of the corporation shall be the calendar year. Article II—Mission The mission of the Boynton Beach Faith Based Community Development Corporation, Inc. is to Promote the financial revitalization of the community through business and real estate ownership, provision of services, home ownership and improvement, unification of residents, resistance to gentrification. • Develop and sustain partnerships with various groups and agencies in the Boynton Beach Target Neighborhood in order to ensure that development is streamlined and resources are put to the most efficient use. • Increase homeownership opportunities in Boynton Beach. • Reduce the number of vacant lots in the neighborhood and thereby reduce spot blight and crime. i Page 614 of 1598 e Improve and increase the delivery of social services to the neighborhood. The Boynton Beach Target Neighborhood is that geographical area located in the City of Boynton Beach, Florida, that is delineated by NE & jPW 6t' Avenues to the South, NE & NW 13th Avenues to the North, Interstate.l5 to the West and the FEC Railroad to the East. Article III—PurLose The purpose for which this corporation is organized is to: • Develop and sustain partnerships with various groups and agencies in the Boynton Beach Target Neighborhood in order to ensure that development is streamlined and resources are put to the most efficient use. • Increase homeownership opportunities for residents of Boynton Beach. • Reduce the number of vacant lots in the neighborhood and thereby reduce spot blight and crime. o improve the economic conditions of the neighborhood through employment and business development training and opportunities. • Improve and increase the delivery of social services to the neighborhood. Article IV—Limitations The corporation shall be subject to the following limitations: A. Net Earnings: No part of the net earnings of the corporation shall inure to the benefit of or be distributed to its members, 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 purpose set forth in Article III hereof B. Political camai nin : No part of the activities of the corporation shall be to participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office. 2 Page 615 of 1598 C. Governmental Retrlations: Notwithstanding any other provision of these by-laws, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue,Code of 1954 (or the corresponding provisions. of any future United States Internal Revenue Law); or (2) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law). Article V—General Membershi Section 1 — qualification for Regular Membership: This corporation will have one class of member, which is designated as General Members. General Membership shall be individuals or organizations that are actively involved in and representative of both the community and the faith based organizations in Pleasant City without regard to race, religion, creed, national origin, sex, age or disability. The members must affrrri that they share the mission and purposes set forth in Article II and M. All members shall submit a signed affirmation and statement of confidentiality. The initial members of the Corporation are to be selected by the incorporators. Section 2 Admission to Membership: _Admission of membership shall be as follows: A. ar an%ation Members: An organization eligible for membership under the provision of Section 1 and which desires to become a member of the Corporation shall submit to the Secretary or acting Secretary a written and signed application, on a form approved by the Board, and each application shall be considered for approval or disapproval by the Board of Directors at its regular meeting, or at any special meeting of the Board. An organization shall submit an application which shall include the following: a statement of purpose, the names of its officers and board members, a description of its program and activities, and a copy of a Board resolution indicating their support of the mission and purpose of the Boynton Beach Faith Based Community Development Corporation, Inc.. Additionally, every organization shall submit the names of one designated representative and one.alternate. B. Individual .Members: An individual eligible for membership under the provision of Section 1 and who desires to become a member of the 3 Page 616 of 1598 A_ Corporation shall complete an application form available from the Corporation. C. Acce pfin New Members: Application for General Membership must be approved by a majority vote of the Corporation's Board of L�.irectors. The Corporation may specify the number of meetings -,that an organization representative or individual must attend before their application for membership will be considered. Any organization or individual denied membership may appeal in writing to the Board. D. Ex o Wo Mrembers: Individuals and organizations who wish to support the Corporation without assuming the duties and responsibilities of full membership, may apply for ex-officio membership through the application process outlined in Sections I and 2 above. Ex-officio members may be invited to attend meetings as determined by the Board. Ex-officio members will not be deemed eligible for Board membership. E. Period o 'Membershi : General Membership shall be for a period of one (1) year, renewable annually with payment of dues as determined by the Corporation. Section 3 -- Other Classes of Membership The corporation's Board, by amendment of these By-Laws, may establish additional classes of membership upon such terms as it shall determine. Section�4 - Removal: Corporation Board Members of any classification may be removed from membership by a two-thirds vote of the Corporation's Board of Directors for just cause. The decision of the Board is binding. Section 5 -- Resignation: Any corporation member may resign with written notification to the existing Corporation Membership, whereupon such resignation shall be considered effective immediately. The resignation of a member organization shall include the resignation of its representative appointed pursuant to Article V. Section 6 - Members Retain Autonomy: Policies and recommendations arrived at by the Corporation's Board or the Committees of the Board are, not binding upon individual member organizations or individual Corporation Members. Each member organization or individual shall retain their autonomy and distinct identity and is the sole arbiter of their own positions, policies, and programs. Article V1_— Organization 4 Page 617 of 1598 Section I -- Board Composition. The Corporation's Board shall consist of not less than II and no more than 15 members. The Corporation will attempt to maintain a board composition ratio of three (3) organization members to one individual member. , Section 2 — Seeking Consensus: The Corporation shall seek consensus on all major policy decisions among its Board members, after seeking input and consensus from its full membership. Section 3 -- Formal Decision-Makin: The Corporation Board shall establish the policy positions of the Corporation and the direction and purpose of the programs to be implemented by the Corporation. If consensus on an issue is not possible, the Corporation's Board shall make decisions by a vote as indicated in Article VIII. Section 4 -- Committees: The Corporation's Board may establish such committees as may be viewed necessary or convenient. Section 5 — Officers: The Corporation's Board shall elect a President, Vice- President, and a Secretary/Treasurer, and such other officers, as it deems necessary, The Chairperson shall preside at Corporation's Board meetings. Section 6 — Confidentially; Members shall treat all non-public information (either written or oral) as confidential until it is officially publicly released by action of the Corporation's Board to do so. Otherwise, the President or his or her designee shall be the official spokesperson for the Corporation. Section 7 - Statements on Behalf of the Corporation: Corporation members may speak on behalf of the Corporation only when authorized by the President or the Executive Committee to do so. Article VII--Board Membershi Section 1 -- Selection„mmmof Board Members: A nominating committee shall prepare a slate of individual and organizational candidates for Board membership, All organizational candidates must name a designated representative as well as a successor or alternate representative. Section 2 -.Functions of Successor Re: resentatives: A successor or alternate representative of a Member organization may take part in all affairs of the 5 Page 618 of 1598 Corporation including voting only when the designated representative is unable to do so. Such successor or alternate Member representative does not assume any office held by a member representative he or she is replacing. Section 3 — Terms of Membership; The initial Board membership'shall be broken into thirds. Approximately one-third of the board members will serve an initial term of three years, one-third will serve an initial term of two-years, and one-third will serve an initial terra of one year. At the end of each initial term the board seat will be put up for election for a member to serve a three- year term. This process spreads out the election of board members such that only approximately one-third of the board seats are up for election each year. Section 4 — Election Process: The slate of candidates for Board membership prepared by the nominating committee shall be presented to the Corporation membership prior to the annual meeting. Ballots will be distributed and cast by the current board members whose seats are not up for election at the Corporation's annual meeting. The member with the most number of votes wins the seat. in the event of two or more members receiving an equal number of votes, a runoff election will be held. ARTTCLE V111 - Board Meetings Section 1� CorL)oration's Board Meetings: Meetings of the Corporate Board sha11 be held on such days as the representatives shall designate, at such time and place as shall be fixed by the Corporation's Board and provide in the notice of the meeting. Section 2 Special MeetSpecial meetings of the Corporation's Board may be called at any time by the Chairperson of the Corporation's Board or by a majority of the Corporation's Board Members. Section 3 - Notice of Meetings: Written notice of any meeting of the Corporation's Board shall be delivered either personally, or by regular first class mail to the address of each Member's Organization and each Individual Board Member appearing on the books of the Corporation for such purpose, not less than 7 days before the date of the meeting. Every such notice shall specify the date, place, day and hour of the meeting, and general nature of the business to be transacted. A waiver of notice of any meeting in writing signed by the Corporation's Board Member entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 6 Page 619 of 1598 Participation of a Corporation's Board Member in any meeting shall constitute a waiver of notice of such meeting, except where such Corporation Membership representative participates for the sole purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Section -4 ' otin : At all meetings of the Corporation's Board, each representative shall have one vote, and may take part and vote only on person or through telephone. Proxy votes will be accepted if approved by a majority of the board. Unless otherwise specifically provided by the Articles of the Corporation or the Bylaws, majorities vote of the Corporation's Board Members present and voting shall govern. However, major policy decisions will require 2/3 vote. A majority vote of the board is necessary in order to designate an issue a major issue. In the event of tie, the issue will be tabled and voted upon again at the next board meeting. If the issue remains locked at the next meeting then the decision of the chairman shall preside. Section 5 — QuorunK. At a regular or special meeting of the Corporation's Board, quorum shall consist of at least eight (8) board members present. (Present is defined for the purpose of these Bylaws as physically present at the meeting.. Section 6- Action by Written Consent Any action which properly may be taken at a meeting of the Corporation's Board shall be taken without a meeting if all Corporation's Board representatives have (1) been notified in writing of a resolution to act; and (2) two-thirds of the Corporation's Board Members entitled to vote consent in writing to the adoption of the resolution authorizing the action. The resolution and written consents shall be filed with the minutes of the proceedings of the Corporation's Board Members. The Corporation's Board may waiver this requirement at a meeting of the representatives, but only for actions or decisions specified at that meeting. ARTICLE IX--Executive Director Section 1 _- Authorito Hire: The Corporation's Board may hire an Executive Director and such other staff, as they deem appropriate. Section 2 - Duties. The Executive Director shall execute the management and program activities of the Corporation, including hiring of staff, at the direction of the Corporation's Board. 7 Page 620 of 1598 ARTICLE X_-Financial Policy Section 1 - Authority to Implement Financial and Management Policies: At subsequent meetings, the Corporation's Board shall adopt adequate financial and management policies and procedures sufficient to implement the proper operation of the organization. Section 2 Contracts No financial contract, commitment or agreement for payment that exceeds the amount of $500.00 shall be made at any time ori behalf of the Corporation or to obligate the Corporation.in any way unless such contract, commitment or agreement shall first have received the approval of the Corporation's Board. Section 3 - Annual Audit: All accounts of the Corporation shall be audited, at the direction the Corporation's Board, at least once a year at the end of each fiscal year by a certified public accountant chosen by the Corporation's Board, and report thereon shall be transmitted to all members in good standing. ARTICLE XI--Banloin Section I --Deposits, Checks and_Notes: The moneys, securities and other valuable assets of the Corporation shall be deposited, except for such petty cash not to exceed ($500.00) which the board considers necessary for immediate requirements, in such depositories as the Corporation's Board representatives may from time to time designate. .All deposits shall be made in the name of the Corporation. Checks, notes, drafts, bills of exchange, acceptances, undertakings, or other instruments or orders for the payment of money shall be signed by two officers or agents as the Corporation's Board Members may from time to time designate. ARTICLE XII--Dissolution Section l - Dissolution: In the event of dissolution or final liquidation, the remaining assets of the Corporation shall be applied and distributed as follows: All liabilities and obligations of the Corporation shall be paid, satisfied, and discharged, or provision shall be made therefore; any assets held on the condition they be returned, transferred or conveyed upon dissolution shall be 8 Page 621 of 1598 disposed-of in accordance with such requirement; all remaining assets of every nature and description whatsoever shall be distributed to any charitable, religious, educational, scientific or literary organizations which then qualify under the provisions of Section 501(c ) (3) of the Internal Revenue 3,Code of 1986 as amended, or its successor provisions. Section 2 - Records: The books and records of the Corporation shall be kept at the principal office of the Corporation, or at such place as the Corporation may designate. All books and records of the Corporation may be inspected at the location where any representatives having voting rights, or their attorneys, for any reasonable purpose upon proper written notice keep them. ARTICLE X111—Amendments and Chanes Section 1 - Authority _to_ Amend:, Any of these Bylaws may be altered, amended, or repealed, or new Bylaws may be adopted after two (2) readings of the proposed amendment at separate Corporation Board meetings followed by an affirmative vote of a majority of the Corporation's Board, provided that the notice of such meeting shall state the substance of the Bylaw to the altered, amended, repealed, or adopted. 9 Page 622 of 1598 nlaWS,as presented�ve�e fort " . Of the 3oard of l?L-rectors of tete Baynton 3each pa' dily advpfed by a quos,3 m Development Corpozatl n-ones day January 10 2 Based:Conunu i n i Page 623 of 1598 i TRANSMITTAL LETTER r � Department of State n - x� N Division of Corporations P. 0. Box 6327 Tallahassee,FL 32314 ` SUBJECT: FAITH BASEDCOMMUNITY DEVELOPMENT CORP (Proposed corporate name-must includes i5 - solDooso -12/21/99- 0.100 .-"01 Enclosed is an original and ane(l)copy of the articles of incorporation and a check for -------------- ❑ $70.00 13 $78.75 ❑$7$.75 $57.50 Filing Fee Filing Fee& Filing Fee Filing Fee, Certificate of &Certified Copy Certified Copy Staters &Certificate ADDMONAL COPY REQUIRED FROM: Name(Printed or typed) 3 — - N-W aird Av g., 343-9 City,State&Zip — - - Daytime Telephone number NOTE: Please provide the original and one copy of the articles. I Page 1598 i _ w � n ARTICLES of INCORPORATION OF BOYNTON BEACH FAITH BASED COMMUNITY DEVELOPMENT CORPORATION We, the undersigned natural persons of the age of eighteen (1 S) years or more, at least two (2) of whom are citizens of the State of Florida, acting as incorporators of a corporation under the Florida Non-Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation: 1. Name: The name of the corporation is Boynton Beach Faith Based Cozin unity Development Corporation. 2. Non-Profit Corporation: The corporation is a non profit-corporation. n' `= L - 3. Duration: The corporation is said to have perpetual existence. 4. Purposes: The purpose for which this corporation is organized is to: • Promote the financial revitalization of the community through business and real estate ownership, provision of services, home ownership and improvement, unification of residents, resistance to gentrification. • Develop and sustain partnerships with various groups and agencies in the Boynton Beach Target Neighborhood in order to ensure that development is streamlined and resources are put to the most efficient use. • Increase homeownership opportunities in Boynton Beach. Reduce the number of vacant lots in the neighborhood and thereby reduce spot blight and crime. • Improve and increase the delivery of social services to the neighborhood. The Boynton Beach Target Neighborhood is that geographical area located in the City of Boynton Beach, Florida, that is delineated by NE & NW 6�h Avenues to the South, NE & NtN' 13th Avenues to the North, Interstate 95 to the West and the FEC Railroad to the East. The foregoing statement of purposes shall be construed as a statement of both purpose and powers, and the purpose and powers stated in each clause shall, except where otherwise expressed, be in no way limited or restricted by any reference to or inference from the terms or provisions of any other clauses, but shall be regarded as independent purposes and powers. i Page 625 of 1598 A s , F . + Notwithstanding any other provisions of these Articles of Incorporation, the corporation shall not conduct or carry on any acclivities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501 (c) (3) of the Internal Revenue Code and its regulations as they now exist or as they may be hereafter be amended, or by an organization, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code and Regulations as they now exist or as they may hereafter be amended. This corporation is organized pursuant to the Florida Non-Profit Corporation Act, and does not contemplate pecuniary gain or profit to the members thereof and is organized for non-profit purposes. 5. Registered Office: The initial registered office of the company shall be 428 NW 3`d Avenue in Boynton Beach, FL 33435 in the County of Palm.Beach. 6. Registered Agent: The registered agent of the company shall be Willie Ward. 7. Limitation of Powers: No part of the net earnings of the corporation shall inure to the benefit of or be distributed to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services gendered and to make payments and distributions in furtherance of the purposes set forth in Article 4 hereof. No part of the activities of the corporation shall be to participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from Federal income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any fixture United States Internal Revenue Law); or (2) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law). 8. Dissolution: Upon the dissolution of the corporation, the Board of Trustees shall, after paying or making provisions for the payment of all the liabilities and obligations of the corporation, dispose of any and all of the assets of the corporation exclusively for charitable, educational, or scientific purposes .as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Service of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Board of Trustees shall determine. Any such assets not so disposed of shall disposed of by the Court having jurisdiction in the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization, as said Court shall determine, which are organized and operated exclusively for such purpose. - 2 Page 626 of 1598 9. Board of Trustees: The number of trustees constituting the organizing Board of Trustees of the corporation is seven (7), and they shall serve in this capacity only until a full Board of Trustees has been installed in accordance with the by-laws. The names and addresses of the persons who are to serve as the organizing trustees are: Name: Address: Courtney Cain 1900 NE Ind Lane, Boynton Beach, FL 33435 Victor Marshall 380 NW 13 Avenue Boynton Beach, FL Samuel Kendrick 181 NE 19'h Avenue Boynton Beach, FL 33435 Jeanette Cain 1900 NE 2nd Lane, Boynton Beach, FL 33435 Elizabeth Jenkins 711 NW 1St Street Boynton Beach, FL 33435 Debra Marshall 380 NW 13 Avenue Boynton Beach, FL Willie Ward 428 NW Yd Avenue Boynton Beach, FL 33435 1.0. By-Laws: The by-laws of the corporation shall be adopted by its Board of Trustees. The power to alter, amend or repeal the by-laws or to adopt new by-laws shall be vested in the Board of Trustees. 11. Incorporators: The names and addresses of each incorporator is: Nam Courtney Cain 1900 NE 2nd Lane, Boynton Beach, FL 33435 Victor Marshall 380 NW 13 Avenue Boynton Beach, FL 3 Page 627 of 1598 Samuel Kendrick 181 NE 19d'Avenue Boynton Beach, FL 33435 Elizabeth Jenkins 711 NW 1s'Street Boynton Beach, FL 33435 _ Willie Ward 428 NW 3rd Avenue Boynton Beach, FL 33435 12-Principal Place of Business: The principal place of business of the corporation shall be 428 NW 3rd Avenue, Boynton Beach, FL 33435 in the County of Palm Beach. IN WITNESS WHEREOF, we the undersigned incorporators have hereto set our hands on this 15th day of December 1999. Courtney Cain actor Marshall Willie Ward r, ry Smuel Kendrick Eliz. eth Jenkins STATE OF FLORIDA COUNTY OF PALM BEACH BEFORE me, the undersigned authority, personally appeared before me Courtney Cain, Victor Marshall, Willie Ward., Samuel Kendrick and Elizabeth Jenkins on December 15,1999, who are personally known by me, and who subscribed the above Articles of Incorporation, and they did freely and voluntarily acknowledge before me according to law that they made and subscribed the same for the uses and purposes therein mentioned. 4 Page 628 of 1598 IN WITNESS WHEREOF,T HAVE HEREUNTO SET MY HAND AND OFFICIAL SEAL at Boynton Beach in the State of Flo-rida on this 1.5d, December, 1999 day of Plummer Notary Public Mr GWL"Ss'Off#ccW88 FXPIKS State of Florida ` Jwe 3,2001 ;\` 6wCM TNRU TR0yFAIN INSllR%E.jW Y commission expires. 1312,&VI Having been named as registered agent and to accept service of process for the above stated ormance of rry duties corporation at the place designated in these articles, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with all statutes relating to the Proper and complete perf , and am familiar with and accept the obligations of My position as.registered agent. Registered Agent: Willie Ward .Date --- Fbge 629 of 1598 650971501311!132021 8:26 rW 887 -EO IRS a-file Signature Authorization Form for an Exempt Organization OMB Na,15g5Oo47 For calendar year 2020,orfiscal year beginning....................2020,and ending_........._. 20 ---••• 2020 w r -artmenr of the Treasury 0-Do not send to the IRS.Keep for your records. f, mal Revenue sentrce ►Cyo to eNlA/L9/irs. nv/Form8&79EO for the latest information- Name of exempt orgenizatim or person subjeoEto lax BOYNTON BEACH FAITH EASED COMMUNITY_ T�ayeride cadon number DEVELOPIV= CORPORATION 65-09715509 Name and title of officer or person subject to tax COURTNEY CAIN ®-- PRESIDENT _ Part I T e of Return anti.Return_Information ole Dollars Only Check the box for the return for which you are using this Form 8879-EO and enter the applicable amount if any,from the return. If you check the box on line ia,2a,3a,4a,5a,6a,or 7a below,and the amount op that line for the return being filed with this form was blank,then leave line ib,2b,3b,4b,5b,6b,or 7b,whichever is applicable,blank(do not enter-0-).But,if you entered-0-on the return,then enter-0-on the applicable line below.Do not complete more than one line in Part 1_ is Form 990 check here► 0 b Total revenue,if any(Form 990,Part Vill,column(A),line 12) ib 706,357 2a Form 990-EZ check here ► b Total revenue,if any(Form 990-EZ,line 9) 2b 3a Form 1120-POI;check here l b Total tax(Form 1120-POL,line 22) 3b 4a Form 990-PF check here , b Tax based on investment income(Form 990-PF,Part VI,fine 5) 4b _.._ 5a Form 8868 check here 101 (I b Balance due Form 8868,line 3c) 5b .... 6a Form 990-T check here 10, b Total tax(Form 990-T,Part III,line 4) gb ..,.. ..... ® ... ,. 7a Form 4720 check here ► b Total tax(Form 4720, Part Ill,fine 11 _... . ..'... 7b Part li _ 'Dec laration and Signature an officer off the above ortion of ganization orth"c'er or erso i am a person subject Under penalties of a'u I declare that to tax with respect to (name of organization} (EIN) and that i have examined a copy of the 2020 electronic return and accompanying schedules and statements,and,to the best of my knowledge and beijef,they are true,correct,and complete.I further declare that the amount in Part I above is the amount shown on the copy of the electronic return. I consent to allow my intermediate service provider,transmitter,or electronic return originator(ERO)to send the return to the IRS and to receive from the IRS(a)an acknowledgement of receipt or reason for rejection of the transmission,(b)the reason for any delay in processing.the return or refund,and(c)the date of any refund.if applicable,I authorize the U.S.Treasury and its designated Financial 4gent to initiate an electronic funds withdrawal(direct debit)entry to the financial institution account indicates!in the tax preparation tware for payment of the federal taxes owed on this return,and the financial Institution to debit the entry to this account.To revoke d payment,I must contact the U.S-Treasury Financial Agent at i-888-053-4537 no later than 2 business days prior to the payment (settlement)date.I also authorize the financial institutions involved in the processing of the electronic payment of taxes to receive confidential information necessary to answer inquiries and resolve issues related to the payment I have selected a personal identification number(PIN )as my signature for the electronic return and,if applicable,the consent to electronic funds withdrawal. PIN:check one box only ® I authorize Massif Saadatmand PA i11059 , k .. to enter my PIN as my signature ERO fum name Enterfive numbers,but do not enter all zeros on the tax year 2020 electronically filed return-If I have indicated within this return that a copy of the return is being filed with a state agency(es)regulating charities as part of the iRS Fed/State program,I also authorize the aforementioned ERO to enter my PIN on the return's disclosure consent screen. As an officer or person subj&- F• with respect to the organization, I will enter my PIN as my signature on the tax year 2020 electronically filed retum-`` hav icated within this return that a copy of the return is being filed with a state agency(ies) regulating charities as p of th I R program,1 will enter my PIN on the return's disclosure consent screen- si�natur.of ofBoar ora suF to I oat. / 11/13/21 Part]iI' Certificatlon an Adth,6,ntidation ERO's EFINIPIN.Enter your six-digit electronic filing identification number(EFIN)followed by your five-digit self-selected PIN. 65811633 13 Do not eater all zeros I certify that the above numeric entry is my PIN,which is my signature on the 2020 electronically filed return indicated above.I confirm that I am submitting this return in accordance with the requirements of Pub.4163,Modernized a-Fife(MeF)Information for-Authorized IRS a-file Providers for Business Returns- -, ),ssignatwe 1► ..... ..� -„.�:p-- 11/ 1a.M„m�rt :�.�..�... date ) 3'21 .........- ERO Must Retain This Form—See Instructions Do Not Submit This Form to the IRS Unless Requested To Do So For Paperwork Reduction Act Nofiace,see back of forme. Form 8879-EO(2Wo) OAA Page 630 of 1598 6 �971508111;,a=j 8:26 PU v 9 90 Return of Organization Exempt From Income Tax Form Dons Na t Rhe Under section 501(c),527,or 4947(a)(1)of the internal Revenue Code(except private foundations) 2020 [Tepartntent of the Treasury ►Do not enter social security numbers on this form as it may be made public. Open to Public internal Revenue Service ___-. ►Ga td www.irs'.r�ry/Form990 for instructions and the latest information CtltJri .w : A For the 2020 calendar czar,or tax ear h :inning and endin G Name - : i Gheckiiapplcabb ganizetlen BOYNTON 13EACH FAITH BASED COMNI=TY D Employer identification nu.bw Ll Address change _ DEVELOPMENT CORPORATION ❑Name change Doing business as 65-0 9 715 0 9 Number street(w P.O boX if meal rs not de Ivey E street adder --." - ; _ J fiocmfsude---- E Telephone number ❑Irtitialr8hlR 2191 N sEACRE$'' BLVD 561-752-0303 Final return! City or town,state or province mu ntry,and ZIP orforeogn poste[cede =--- lermiriared BOYNTON BEACH ❑Amendedrelum _ !NL 33435 G Gr=lwittss_ 1,580,989 F Name and address of principal ofiroer: LHja❑Appli-Uun pending COURTNEY CAIN a group return forsutardrnates?❑ Yes ® No 2191 N SEACREST BLVD i subordinates included? Yes No BQ$i�TTON BEAC$ FL 33435 -Na.-attach a nit see instruct orry I Tax-exnm�wstafus '. SOi�c B rnsertrm.'t 4947da�tl.or L 523 Website exemz,G�numberK Fomtofar an¢a . �X; Carl�;ra6on t Trust AssoaaGorl E Other► 1999 (n Siateafi dem�cie F'L — Part 1 .,, Summal- ® m 1 Briefly describe the organization's mission or most significant activities: TO DEVELOP SUSTAINABLE COMMUNITIES THROUGH SERVICES THAT INCLUDE HOME......... ..... _ .......................... ca � OTr3NER$HIP AND F2NANCIAL EDUCATION RESULTING IN SPRITUAL AND ECONOMIC ......... Nr ...eckt........-.0....._..�................ 2 Check this box► if the a anlzation discontinued its o rations or disposed of more than 25%of its net assets- ois 3 Number of voting members of the governing body(Part Vi,line 1 a) 10 w 4 Number of independent voting members of the governing body(Part VI,line Ala) i 4 10 .. - t _.. ® � .y � 5 Total number of individuals employed in calendar year 2024(Part V,line 2a) ��•�• � 5 '] 1i .......................... � 6 Tota{number of volunteers(estimate if necessary) °--- ................ „6 0 line - 7a Total unrelated business revenue from Part Vll[,column(C),line 12 _ -7a 0 w b Net unrelated buslnesstaxable income from Form 990-T, Part 1, line 11 .. Prior Year 7b uuw� CrrY m 8 Contributions and grants(Part Vill,line 1'h) E?SVFE�!" -• -• 9 m 9 Program service revenue(Part Vlll,line 2 a g) ............................... .............. 10 Investment income(Part Vill,column(A),lines 3,4,and 7d) 32 $ $ 216 266 �__ . . 11 Other revenue(Part Vill,column(A),lines 5,6d,8c,gc, 1 oc,and 11 e) 103 ,3 93 99 620 12 Total revenue-add lines 8 through 11 (must equal Part VIII column�A). Eine 12;, ,, 349 ,095 706 357 P 13 Grants and similaramounts paid(Part 1X, column(A),lines 1-3) 0 14 Benefits paid to or for members(Part LX,column(A),line 4) 0 15 Salaries,other compensation,employee benefits(Part IX, column A Imes 5-10 ( ), )--........-_ 12_4,75,7:E— 160 . 195 16a Professional fundraising fees(Part IX,column(A),line 11e) a m ...... .................... ,,. _ tCL o b Total fundraising expenses(Part I)(,column(D),line 25)PO- 17 0 17 Other expenses(Part IX,column(A), lines 11 a-11 d, 1 If-24e) .. 28 6 0 03 428 780 ,, r 18 Total ---� -__ expenses.Add fines 13-17(must equal Part[X,column(A),line 25) 410 r 760 58 975_` 19 Revenue less ea enses.Subtract line 1$from line 12 -61 665 117 ,382 m 91 nning of Curren#Year End of Year H20 Total assets(Part X,line 16) >� 2x162 ,384 � ..-2, 055 821 21 Total liabilities(Part X,line 28) 535 942 293 , 057 =1 22 Net assets or fund balances-Subtract line 21 frorn line 20 1, 626,4=2 —=l762 764 Part II Signature Block -- Under penalties of perjury,I declare that I have examined this return,including accompanying schedules and statements,and to the best of my knowledge and belief,its true,correct,and complete.Declaration of preparer(other than officer)is based on all information of which preparer has any knowledge. _ �,...---------,- .vv� .... „ Sign signature of Mcer m Date Here COURTNEY CAIN PRESIDENT 111- Type ar print name and_title . ........ Print/Type preparer s name Preparer's srgrratury Date Chi id ! PTIN ssi-h 3aadatmand. I 11/13/21 P00387382 ._,sparer 'Firm's name ► MaSsih Saadatmand PA ....., -.. .., u„u W. Firm'sEIN� 27-]223636 Use only 7059 Aliso Ave ° Fumsaddress ► West Palm Beach, FL _33413 Phanono- 561-640-2983 May the IRS discuss this return with the preparer shown above?See instructions mn,n, ....... i Yes ; �No For Paperwork Reduction Act Notice,see the separate inshvctions- DAA Page 671 0?M8 8868 APPII ion for Automatic Extension of Time To File an Exempt Organization Retanl OW NM 1545-aN7 DqWWWdaffhs T ►FIa a separaW appUwftnfor each retwm �..kid r 89VI e !Co to WWW.ka 90VIF&V9M for ft hdest inf umOom 3e0trrxfc fft (e-t,70j.You Mn eWCMN*Wly ale FOYn 8868 to request a 6-month au#aiat c exwaon of tim to file any of f forms IMed below with the exception of Farm 887€1, hTkanation Return for Transfers Aid With GmWn Personal Berms Contacts,for Which an WmWbn,rest must be sent to the IES in paper forrnat(see 1nsbuctkwm� Fvr amre data s on the electronic filing of this foram,vWt rater us goirle-Erle-prime-file-#rr Atrtotr"c__$-�ll Orth-mansion of'E'rme.Only s{rbWit 2 " kW( rya c6p3es ria All corpor2bons required to i7r a ars kmome tax return cuw than Form 990-T(iWucrmq 1120-C fir ersj,parftjeMtR3%REMCs,arW bu-ft must use IX Form 70t1<{to -ue5t arm bion of tisrre�Erle irrtx�te tax returns. ype 14 of me . raffnbertT{ N and roorrr � Ibb -7 Re by tr,e dw"0 for ftV MhM Msee �r i or past ems, ZiP code.wr a t address,ses rrnaclicfr�s Enter thO Ret€ n lode for the retum that this amhcabw is for{pis a separate application for Tech return) 'per A mtiarr Return Is For r Code Farm 99a or FoRrr 99(1- 2 99a-T. 07 FtsrrYt 99t}-3L 1041 A - pg _ Forrzr 4720 irrdiv{tlrr 4-M Lothar than rrrcrividt q09 Form 990-OF52`27 t0 Farm 8911-T °r80691� 930-T other i$ran aboves8ra 2 - The books are in the care of► _ Telephone No.i` Fax No► "•If the o W&ation does rant have an r'9 of#ice or place of bu5ines.s in the Fluffed StatB5,dreck this • If this is for a Group Return,enter the organs-aMores four dlglt Group ExernpUon Number(Gat ch __f_- ..If this is for the W101e group,check#tris box . . . 11- 0_if it is#tar'part of the grump,check WS box and attach a IM wRh the names and T043 of all members the extension is for. 1 {request an automatic S rrrorrt{t ercterrs{on of torte urrtd�0- 20 �,tQ file the er ipf teturrt#ttr the nn rtarned above The�n is far the organit�ttinrt's rettrrrr far ��Yew 20 St €'J or {`❑tax year beginning 20 .and end'uag .w _.20 2 If the tax year entered in Kne 1 is for teas t#Mn 12 mmntfts,dmck mason: Q Indust rets.m ©Fnaf term 0 Change in accourttirtg period � if tttis�n is for F[rrnts � _ 99E1-Bt, -I , '390-T,472{3, ar 6t?69,enter the tentative tic less nt�nredtrrrtfeb{s credrfs.Sas�€ruci{arrs. b If this 3a,$ app is I=orms 9tPF 9911-7" 472q crr Wig, eater astirna ci tax made.include , WW rokm eMe orc{s aid over{�aYrrrerlt allowed as a credit. 3b $UIMMI � �-- c Balartrre deer" Subtract� 3b fr�rrrt line 3a. #rchtde ytnrr�yrrrersf�,this form, if rewired, � 1MF7PS mal Tax See worts. 3t: $ t h Y��g to�a{ce an elech�r�Cc ftrr�s _ _ debit]uei€ht i'trrrrr t3B68,see I-erm 8453-M and Form WMEQ fcr_ - Rayrnsrd For v=Y;iai and PaPffivm c mon Act sm kMb=M0nr Com.Akx 27916x7 r-orm 8M ftv.1-ZM0 i Page 632 of 1598 6SM15M 17/13/2021 8:26 PM r Form_990(2020; _BOYNTON BEACH FAITH BASED COMMUNITY 65-0971509 Part lil Statement of Program Service Accomplishments _ Parie 2 Check if Schedule O contains a response or note to any line in this Part ll! ,._ .� ,., ,,,.. .�n��_ 8. �,k,. : 9 Briefly describe the organization's mission: -- ;' TO DEVELOP SUSTAINABLE COMMUNITIES THROUGH SERVICES THAT INCLUDE HOME I. ............... ...............,...........-...........................................-.......-..........,.-.--....---............. OWNERSHIP AND FINANCIAL EDUCATION RESULTING IN SPRITUAL AND ECONO.SIC......... 2 Did the organization undertake any significant program services during the year which were not listed on the prior Form 990 or 99Q-!Z? -•--....- Yes No services an Schedule If"Yes,"describe these newQ ...................................... . ---......"- . 3 Dict the organization cease conducting,or make significant changes in how it conducts,any program services? ................................ ..................... ........ .................... ..................................... Yes ervices? Yes © No If"Yes,"describe these changes on Schedule 0- "'""" 4 Describe the organization's program service accomplishments for each of its three largest program services,as measured by expenses-Section 501(c)(3)and 501(c)(4)organizations are required to report the amount of grants and allocations to others, the total expenses,and revenue,if any,for each program service reported. 4a (Code: )(Expe es $.. 444,097 including.... . g grants of$ ............. ........ ) (revenue $ "..... . .390,.469 ) ORGANIZATION A�SISTED FAMILIES TN ACQURING HOMES 4h $ arta' ...,....... . including grants of$ ) (Revenue $ A .................... ) 4c (Code: )(Expenses $ including grants of$ N/A .......... ............. ...... ) (Revenue $ � 4d Other program services(Describe on Schedule O-) :;penes $ inc! in of 4e Total program servfoe a enses► l4lj 097 -- — ", Baa Page 6M90f M8 6-�J971S09111AM021&28PM Form_990 '2020) BOYNTON BEACH FAITH BASED CON24UNITY 65-0971509 Pace 3 PartIV Checklist of Required Schedules Yes', 1 is the organization described in section 501(c)(3)or 4947(a)(1)(otherthan a private foundation)?if`Yes," ....ho �. ! complete Schedule A 1 X .......................... 2 lis the organization required to complete Schedule B,Schedule of Contributors(see instructions)? 8 Did the organization engage indirect or indirect political campaign activities on behalf of or in opposition to .. mm 2 X candidates for public ofrice?If"Yes,"complete Schedule C,Parti X 4 Section 501(c)(3)organizations.Did the organization engage in lobbying activities,or have a section 501(h) election in effect during the flax year?If"Yes,"complete Schedule C,Part 11 g OO OO OO r9 ..... ."......................."....".....-...,......... 4 `X 5 Is the organization a section 501 c 4,501 c 5,or 501 c 6 organization th'a't' receives membership dues, assessments,or similar amounts as defined in Revenue Procedure 98-19?If"Yes,"complete Schedule C, Partlll 5 X 6 Did the organization maintain any donor advised funds or any similar funds of accounts for which donors ...... have the right to provide advice on the distn-bution or investment of amounts in such funds or accounts?!f °Yea,"complete Schedule D,Part t 7 Did the organization receive or hold a conservation easement,including easements to preserve open space, the environment,historic land areas,or historic structures?if"Yes,'complete Schedule D,Part It 8 Did the organization maintain collections of works of art,historical treasures,or other similar assets?if"Yes," 7 complete Schedule D,Part iii ......- ........................ 9 laid the organization report an amount in Part X,line 21,for escrow or custodial account liability,serve as a custodian for amounts not listed in Part X;or provide credit counseling,debt management,credit repair,or debt negotiation services?If"Yes,'complete Schedule D,Part IV X..... . ....... . 10 Did the organization,directly or through a related organization,hold assets in donor-restricted.en..dowmen.ts.. or in quasi endowments?If"Yes,I complete Schedule D,Part V 10� X 11 If e organization's answer to an of the following g questions is`Yes,"then complete Schedule D, Parts VI, VII,Vill,IX,or as applicable- a Did the organization report an amount for land,buildings,and equipment in Part X,line 10?If'Yes," complete Schedule D,Part VI Ila._ X ....-..... ........."......-._."......................................... b Did the organization report an amount for investments--other securities in Part X,line 12,that Is 5%or more r of its total assets reported in PartX line 16?If"Yes,"complete Schedule D,Part Vll 11b X c Did the organization report an amount for investments—program related in PartX,line 13,that is 59'0 or mare of Its total assets reported in Part X,fine 16?!f"Yes,"complete Schedule D, Part Vlll lie X d Did the organization report an amount for other assets in Part X, line 15,that is 6%or more of its total assets r. reported in Part X,line 16?If"Yes,"Complete Schedule D,Part 1X ...... ..........."..........._...,...................... _ _ 11d X e Did the organization report an amount for other liabilities in Part X,line 25?If"Yes,"complete Schedule D,Part lie X f Did the organization's separate or consolidated financial statements for the tax year include a footnote that addresses the organization's liability for uncertain tax positions under FIN 48(ASC 740)?if'Yes,"complete Schedule D,PartX 11f [' X 12a Did the organization obtain separate,independent pendent audited financial statements for the tax year?If"Yes,"complete Schedule D,Parts X1 and XY Was the organization included in consolidated,independent audited financial statements for the fax year?If 12a X "Yes,"and if the organization answered"Vo"to line 12a,then completing Schedule D, Parts XI and Y11 is optional 121 X 13 Is the organization a school described in section 170 b 1 A rr , !f"Yes,"complete Schedule 14a Did the organization maintain an office,employees,or agents outside of the United States? _ 14 i b Did the organization have aggregate revenues or expenses of more than$10,000 from grantmaking, Xmm` fundrafsing,business,investment,and program service activities outside the United States, or aggregate foreign investments valued at$100,004 or more?If°Yes,"complete Schedule F,Parts i and iV15 Did 14b X . the Organization report on Part LX,column(A),line 3,more than$5,000 of grants or other assistance to or ...... .......... for any foreign organization?If"Yes,"complete Schedule F,Parts l!and IV 15 X 16 Did the organization report on Part IX,column (A),line 3,more than$5,000 of aggregate grants or other assistance to or for foreign individuals?If'Yes,I complete Schedule F, Parts 1l1 and IV 16 X .. . .... ... .... . . 17 Did the organization report a total of more than$15,000 of expenses for professional fund.rais. ing.servi..ces.on Part IX,column(A),lines 6 and Ile?If"Yes,"complete Schedule D,Partl See instructions 18 Did the organization report more than$15,000 total of fundraising event gross income and contributions on Part VIiI,lines 1c and 8a?If"Yes,"complete Schedule G,Part 11 18 X 19 Did the organization report more than$15,000 Of gross income from gaming activities on Part VIII, line 9a? If"Yes,"complete Schedule G,Part III"..."-............................. zOa Did the organization operate one or more hospital facilities?if"Yes,"complete Schedule H 79 X ................. ............... 20a . X b If"Yes"to line 20a,did the organization attach a copy of its audited financial statements to this return? ..." 21 Did the organization report more than$5,000 of grants or other assistance to any domestic organization or domestic ovemmeQ"nt on Part IXf column ,, line 1?if"Yes."com±ete Schedule i.Parts 1 and ll 21 X DAA �ren�ua e„ Page �`� 9 gO9715091111 X2021 2:2s PM Fom7_990 X2020; BOYNTON BEACH FAITH BASED COMMUNITY 55-0971509 Paye 4 Part IN Checklist of Required Schedules �'conflnued M2- Yes No : 2 Did the organization report more than$5,000 of grants or other assistance to or for domestic individuals on { Part IX,column(A),line 2?If'Yes,"complete Schedule 1, Parts l and!1I F X -2.3 Did the organization answer"Yes'to Part Vll,Section A,line 3,4,or 5 about compensation of the organization's currEnf and former officers,directors,trusteesr key employees,and highest compensated employees?If"Yes,"Complete Schedule J ..................... .. ........ .......... ......................... ...,..__ 24a Did the organization have atax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year,that was issued after December 31,2002?If'Yes,'answer lines 2415 through 24d and complete Schedule K.!f`No,"go to line 25a 2� 1 X b Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception? ---. b 1 c Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defease any tax-exempt bonds? 24c ` d Did the organization act as an'on behalf ot"issuer for bonds outstanding at any time during the yeah ` 25a Section 501(0)(3),501(c)(4),and 501 c 29 organizations.Did t _he organization engage in an excess benefit ... 24d transaction with a disqualified person during the year?If"Yes,"complete Schedule L,Part! 25a I X .......................................... _ Is e organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year,and that the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ7 !f"Yes,'complete Schedule L,Part I 25b X ......................... . .................. 25 Did the organization report any amou ........... nt on Part X,line 5 or 22,for receivables from or payables to any current or former officer,director,trustee,key employee,creator or founder,substantial contributor,or 35% controlled entity orfamily member of any of these persons?If'Y .1 Schedule L,Part!! 26 y X 27 Did the organization provide a grant or other assistance to any current or former officer,director,trustee,key employee,creator or founder,substantial contributor or employee thereof,a grant selection committee member,or to a 35%controlled entity(including an employee thereof)or family member of any of these persons?If`Yes,"complete Schedule L, Part[if 27 X 2$ Was the organization a party to a business transaction g with one of the fo11oMn •. . ..``. parties(see Schedule L,Part IV instructions,for applicable filing thresholds,conditions,and exceptions): —a A current or former officer,director,trustee, key employee,creator or founder,or substantial contributor?if 'Yes,'c omplete Schedule L,Part/V 28a X mily member of any individual described in line 28a?If"Yes,"complete Schedule L,Part IV 28b X c A 35%controlled entity of one or more individuals and/or organizations described in lines 28a or 2815?!f ........... Wes,'complete Schedule L.Part IV 28c X 29 Did the organization receive mom than$25,000 in non-cash contributions?If°`Yes,"complete Schedule!ul 30 Did the organization receive contributions of art,historical treasures, or other similar assets,or qualified conservation contributions?if"Yes,"complete Schedule M30 X . ...... .. .. ..... ......... .......... . ..... 31 Did the organization liquidate,terminate,or dissolve and cease operatio.ns.?. . If`.Yes,".complete.Schedule N,..Part!......... ............. .. 31 X 32 Did the organization sell,exchange,dispose of,or transfer more than 25%of its net assets?If'Yes," complete Schedule N,Part 11 33 Did the organization own 100%of an entity disregarded as separate from the organization under Regulations 32 $ sections 301.7701-2 and 301.7701-3?!f-Yes,"complete Schedule R, Part 1 33 X 34 Was the organization related to any tax-exempt or taxable entity?if'Yes,"complete Schedule R,Part 11,111, or JV, and Part V,fine 7 ....... 35a Did the organization have a controlled entity within the meaning of section 512 13? 34 ! X ................... ............ 35a X b if"Yes"to line 35a,did the organization receive an �� y payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)?If'Yes,"complete Schedule R,Part V.line 2 3_Sb 36 Section 501(c)(3)organizations.Did the organization matte any transfers to an exempt non-charitable related organization?If`Yes,'complete Schedule R,Part V line 2 36 ) X 37 Did the organization conduct more than 5%of its activities through an enflty that is nota related organization and that is treated as a partnership forfederal income tax purposes?If'Yes,"complete Schedule 38 Did the organization complete Schedule 0 and provide explanations in Schedule O for Part V1, lines 11 b and __ ______ 37 „' x R,Part VI 19?Note:All Form 990 filers are re,[uired to complete Schedule 0- Part V Statements Regarding Other IRS Filings and Tax Compliance �,.. Check if Schedule O contains a response or nate to an' line in this Part V Yes No --1a Enter the number reported in Box 3 of Form 1096- Enter-0-if not applicable 1a 0 Enter the number of Forms W-2G included in line 1a.Enter-0-if not applicable _ 115 c Did the organization comply with backup withholding rules for reportable payments to vendors and rel.,ortable�iarninq snamblinoi wirinip to prizewinners? � Tc $ Dao Ili _ Page 60J�'0P8 8509715091,1.1312021 8:25 pM Form 990[2020'', BOYNTON BEACH FAITH BASED COMMUNITY 65--0971509 Pam Part V xStatements Regarding Other IRS Filings andwTax Corniiance�`'continusd� 2a Enter the number of employees reported on Farm W-3,Transmittal of Wage and Tax Yes No Statements,filed forthe calendar year ending with or within the year covered by this return 2a 7 b If at least one Is reported on line 2a,did the organization fie all required federal employment tax returns? 2b X Note: If the sum of lines 1a and 2a is greater than 250,you may be required to a-file(see Instructions) 3a Did the organization have unrelated business gross income of$1,000 or more during the year? 3a X b If . ... es, has it filed a Form 990-T for this yeah!f No'to line 36,provide an explanation on Schedule..O......... .................. 4a At any time during the calendar year,did the organization have an interest in,or a signature or other authority over, a financial account in a foreign country(such as a bank account,securities account,or other financial account)? 4a X b If es, enter the name of the foreign country► k = See instructions for filing requirements for FfnCEN Form 114,Report of Foreign Bank and Financial Accounts(FGAR), Sa Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? 5a X Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? 5b I X c if'Yes'to line 5a or 5b,did the organization file Form 8886-T? ............. 6a Does the organization have annual gross receipts that are no greater than$100,000,and did the organization solicit any contributions that were not tax deductible as charitable contributions? Ba X b If"Yes,"did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? 6b 7 Organizations that may receivei..w_ deductible contributions under section 170(c}. ..., a Did the organization receive a payment in exoess of$75 made partly as a contribution and partly for goods and services provided to the payor? L7a i ....................................................... if Yes,"did the organisation notify the donor of the value of the goods or services provided? a Did the organization sell,exchange,or otherwise dispose of tangible personal property for which it was required to file Form 8282? d If es, indicate the number of Forms 8282 filed during the year 7d � - ..,....... ...................... e Did the organization receive any funds,directly or indirectly,to pay premiums on a personal benefit Contract? 7e f Did the organization,during the year,pay premiums,directly or indirectly,on a personal benefit contract? _ 7f g If the organization received a contribution of qualified intellectual property,did the organization file Form 8899 as required? 7 In If the organization received a contribution of cars,boats,airplanes,or other vehicles,did the organization file a Form 1098 C? 7h 8 Sponsoring organizations maintaining donor advised funds.Did a donor advised fund maintained by the sponsoring organization have excess business holdings at any time during the year? 9 Sponsoring organizations maintaining donor advised funds. a Did the sponsoring organization make any taxable distributions under section 4966? ........ ... ...... 9a ... Did the sponsoring organization make distribution to a donor,donor advisor,or related person? 9b 10 Section 501(c)(7)organizations.Enter: ......... - a Initiation fees and capital contributions included on Part VI[I,line 12 1Qa b Gross receipts,included on Form 990,Part Vill,line 12,for public use:of dub facilities 13 11 Section 501(0)(12)organizations.Enter; a Gross income from members or shareholders 11a ......................... ... m:®... b Gross income from ocher sources(Do not net amounts due er paid to other sources against amounts due or received from them.) ....... L11b v 12a Section 4947(aXl)non-exempt charitable trusts.Is the organization filing Form 990 in lieu of Form 1041? 12a b If -.. 'Yes,'enter the amount of tax-exempt interest received or accrued during the year .... .......... L12b ...... ......... c29 � f 13 Section 601 — ( )( ?qualified nonprofit health insurance issuers. a Is the organization licensed to issue qualified health plans in more than one state? 13a Note:See the instructions for additional information the organization must report on Schedule O- b Enter the amount of reserves the organization lS required to maintain by the states in which the organization is licensed to issue qualified health plans E13c b ........... c Enter the amount of reserves on hand 4a Did thea organization receive any ti r9 y payments for indoor tanning services during the tax year? _ 14a X b [ "Yes,'has it filed a Form 720 to report these payments?If"No,"provide an explanation on Schedule Q 14b & is the organization subject to the section 4960 tax on payment(s)of more than$1,000,000 in remuneration or excess parachute payment(s)during the year? b°Yes,°see instructions and file Form 4720,Schedule N. ro Is the organization an educational institution subject to the section 4968 excise tax on net investment income? 1B X If"Yes corn lets Form 4720,Schedule O. " Foran 990(2=) DAA Page 636 of 1598 6507150911!„3/2021 826 PM Form 990.2020 BOYNTON 33 ACE FAITH BASED COMMUNITY 65�-0971509 ,. Ra^e 6 Part VI Governance, Management,and-"'Disclosure For each "Yes°response to lines 2 through 7b below,and fora°No" response to line 8a, 8b, or 10b below, describe the circumstances,processes,or changes on Schedule O. See instructions. _ Check if Schedule O contains a response or nate to any line in this Part VI - X4 ection A. GOvernin Bod and M �.�. _ p„�uu�. ani ersient � la Enter the dumber of voting members of the governing body at the and of the tax year1 a 1 Q Yes F o If there are material differences in voting rights among members of the governing body, or ",u_� if the governing body delegated broad authority to an executive committee or similar v committee,explain on Schedule O. b Enter the number of voting members included on line la,above,who are independent 1b 10 2 Did any officer,director,trustee,or key employee have a family relationship or a business relationship with any other officer,director,trustee,or key employee? 2..........-•............•........ .................... .0 3 Did the organisation delegate control over management duties custornafly performed by or under the direct supervision of officers,directors,trustees,or key employees to a management company or other person? X 4 Did the organization make any significant changes to its governing documents since the prior Form 990 was flied? 5 Did the organization become aware during the year of a significant diversion of the organization's assets? .....I....... 4 ssets? 4 X 6 Did the organization have members or stockholders? .......... ...••-.. t7, X 7a Did the organization have members,stockholders,or other persons who had the power to,elect or appoint one or more members of the governing body? ..... f X ---- ---*................. b Are any governance decisions of the organization reserved to(or subject to approval by)members, ... .. stockholders,or persons other than the governing body? .............. ..................... .................... 7b X r S Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following: a The governing body. ...... g ............... b Each committee with authority to act on behalf of the governing bod 7 $a"' '' � "— g 9 Y - --' -. A. ,' ............................ .......... st) X 9 Is there any officer,director,trustee,or ke employee listed in Pa Yrt VII,Section A,who cannot be reached at the organization's mailinc address?If"Yes"„rovide the names and addresses on Schedule O... 8 X Section B. policies 'This Section B requests informatron about Policies not re uired b the Internal Revenue Code_ _ Oa Did the organization have local chapters,branches, or affiliates? �10a TYes ( µ b If'Yes,'did the organization have written policies and procedures governing the activities of such chapters, affiliates,and branches to ensure their operations are consistent with the organization's exempt purposes? ............ ..... 10b Ila Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? t1a g b Describe in Schedule O the process,if any, used by the organization to review this Form 990. E"" 12a Did the organization have a written conflict of interest policy?If 1Vo,"go to line 13 12a $ Were officers,directors,ortrustees,and key employees required to disclose annually interests that could give rise to conflicts? 12b X c policy'?if Did the organization regularly and consistently monitor and enforce compliance with the oli --- Yep" describe in,Schedule 0 how this was done " .-..... ................... 12e X 13 Did the organization have a written whistleblower policy? � ''''-�-”"�- 14 Did the organization have a written document retention and destruction policy? "' ""°`3�" .. ............................. 14 ! X 15 Did the process for determining compensation of the following '••'•...... persons include a review and approval by independent persons,comparability data,and contemporaneous substantiation of the deliberation and decision? a The organization's CEO,Executive Director,or top management official X 153 b Other officers or key employees of the organization "'-�- "--''��-""'-��•••- ............................. 15b X If"Yes'to line 15a or 15b,describe the process in Schedule O(see instructions). -��''�- _ 16a Did the organization invest in,contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? 1fia X b if'Yes,'did the organization follow a written policy or procedure requiring the organization to evaluate ifs participation in joint venture arrangements under applicable federal tax law,and take steps to safeguard the Section C. ❑ISCIOemr�t status with resect fin.such arrangements? ,.._,...... 1fib o� anizatron's ex sure uw u� � _ �Au 17 List the states with which a copy of this Form 990 is required to be filer!110� FL- ...... 13 Section 61 D4 requires an organization to make its Forms 1023(1024 or 1024-A,if applicable),990,and 990-T(Section 501(c) (3).s only)available for public inspection. Indicate how you made these available.Check all that apply. ❑ Own website ❑ Another's websiteUpon % request ❑ Other(explain on Schedule O) i Describe an Schedule O whether(and if so,how)the organization made its governing documents,conflict of interest polity,and financial statements available to the public during the tax ye2r- 20 State the name,address,and telephone number of the person who possesses the organization's books and records► N LIND CHOROSHI 2191 N SEACREST BLVD BO=ON ACH FL 33435 561-752-0303 - _ DAA Page $?`1`M8 6;6971509 111A2021 9.26 PM Form 990 t2020i BOYNTON BEACH FAITH BASED CO1129MITY 65-0971509 _,,,, Pane 7 PartV11 Compensation of Tact rs Directors,Trustees, Key Employees, Highest Compensated Employees,and Independent Contractors Check ff.Schedule O contains a response or note to a line in this Part Vll action A. _ Officers„Directors,Trustees„Ked F�np3oyeeq,and hErSttest Compensated Employees �,,. i 1a Complete this table for all persons required to be fisted-Report compensation for the calendar year ending whit or within the organization's tax year. • List all of the organization's current ofFceis,directors,trustees(whether individuals or organizations),regardless of amount of compensation-Enter-0-in columns(D),(E),and(F)if no compensation was paid. • List all of the organization's current key employees,if any.See instructions for definition of"key employee.,, • List the organization's five current highest compensated employees(other than an officer,director,trustee,or key employee) who received reportable compensation(Box 5 of Forn4 W-2 and/or Box 7 of Form 1099-MISC)of more than$100,000 from the organization and any related organizations. • List aI!of the organization's former officers,key employees,and highest compensated employees who received more than $100,000 of reportable compensation from the organization and any related organizations. • List all of the organization's former directors or trustees that received,in the capacity as a former director or trustee of the organization,more than$10,000 of reportable compensation from the organization and any related organizations- See instructions for the order in which to list the persons above. compensated any current officer,director,or trustee. Check this box d title the organization nor an related organization (p) (a) (01 FR I (t?lAver M Positionable Re tF) hours portable Estimated amount (da not check mare hon onesationcompensat on of other per week box,unless person is both anthefrom related (list any oft-icersntl a d actorltrustee) at,.r, COmpansabon _ organizations related hours r a ' O m z"- {w-211649-MISC] (1N-211099 MISCm fhe ,� o ) organ¢afionand organizations m n ._c m m Rm relatedarganrzations below dotted line) m F m S'.. m = m m (1)KE TURAH JOSEPH ` .. JOSE EPRH. ..50. .,,... 50.00 EMrIVE DMECTOR 67 ,500 Q 012)EVERLEN arlicTaR ........ .... .. X _n 0(3)COURTNEY GAIN0 500 ---M, ....... PRES YDENT w _ o QQ X 0 „u - (4)ALEXANDRE EDMO S 0 5. 00 VICE PRESIDENT Q QQ X _ 0 ...�wH.ry, : 0 (�CARItEN,t? ELLIOTT � ..,s,�.. ...,.,,,,.. —_ 5.00 TREASURER F0 00 X (6)SHARON PREW �r 0 5. 00 SOC1� SFIRVICE DIREC i 0 . 00 Q 0 X 0 (7)GLORIA GOOLSBY 0 0 ..RECTOR... ....5 00 r 0.00X (8)EARL HEATH 0 0 .................................. DIRECTOR 0 . 00 X 0 0 (.)MARGARET JOHNSON - � ,. ¢ . ... 5 .00 s>iciiTA;i�r 0 00 X 0 (io)HUBERT MCINTOSH f 'ERECTOR 0 .000 X 0 r 1)YVONNE ODOM 0 5 OQ ,. DIRECTOR 0 00 X i 0 — _ Q Q Dao t orm 990(20207 Page 638 of 1598 B509715091111=21 826 PM 1`orm 99012020, BOYNTOAi BEACH FAITH BASED COMITY 65-0971509 Pae 8 Part Vli Section A.Officers Direcfors,Trustees,Key Employees,and Hi hes€Corn _ �T oa pensated Employees(continued) Name and title Average Position 1D) (E) (F) hours (do not check more than one Reportable Reportable Estimated amount .,- perweek bo?,unless person is bothnute9) the an CompensCompensationn o0 From I` mpensation of other (list any officer and a director/tfrom related mrrpensation Y motor - _ organization organizations urs cram the related a n 3m 'r Cw 211093�V11SC} (W 2!1099 A41SC) Organ zatiarrand organisations o 3 U.H I r8lated organizat4ons below o a ;{ m g m t dotted line) � w m m m_ ... ....... r -.- �.. ..................... -- '--- i a 6 ....._ , 1b Subtotal ......... ..... ...... ........... ► 67 c Total from contineatlon sheets to Part VI1,Section A 5 d Total!;add lines 1b and 7cl ►_ 67 500 2 Total number of individuals(Including but not limited to those listed above)who received more than$300,000 of reportable compensation from the o anlzatlon► 0� 3 Did the organization fist any former officer,director,trustee,key employee,or highest compensated f Yes o employee on line 1 a?If"Yes,"complete Schedule J far such individual 4 For any individual listed on line la, is the sum of reportable ccm ' '*...-. p pensation and other compensation ............ .. � organization and related organizations greater than$150,000?If"Yep"Complete ScheduleJ forlsuch m the individual .......... .......... 5 Dir!any person fisted on line 1 a receive or accrue compensation from any unrelated organization or individual 4 x for services rendered-to the or anizatfon?!f`Yes,"c0mulete Schedule J for such r,e,-son _ Section B.[nde-endent Cone 5 x ..a,...—e�:�,a tractors .�—�-=,.,�„ - - 1 Complete this table for your five highest compensated independent contractors that received more than$100,000 of com sensation from the or an tion. Re- rt eompensatlon for the calendar ar endint with or within_ the o anization's tax year. Name and business address Oesa9ition�bfservices (01 Comtsation 2 Total number of independent contras (including but not ++ )who p ( 9 those listed above)who re,vedFmom ththan X100 000 of com nsatian from the orf ► DAA - 0 Form 9 mm, 650971508 1 UJM021 8:26 PM Form990,'2020• BOYNTON BEACH FA2TH BASED COIIONITY 65-0971509 Part VIII Statement of Revenue Check if Schedule O contains a response or note to any line in this Part Vill ........... ! 7otalrevenue RelaFetlforeXempt Unelated RevenueeDeuded fun�ion revers, bu&ness revenue from tax under sectlonc 512514 _m m�„ c 12 Federated campaigns 1a o b Membership dues 1b w< c Fundraising events.................. 1c Z5.21 d Related organizations 1d a Gcvemmentgrants(wntribufons) 7e 390 469 y f Alf oihe€oontdbutions,gifts,grants, and simifaramountsnothcludedabove .......1 ( if z c-0 9 Noncash contn'butions included h fines 1a-1t r W h Total.Add lines 1a-1f_ ► i 390,469, Busfress C4b 2a ode co ;; _....- .............................. C . .........I.................... ...... V d o � e . 33 _wu�.N a ............................. ....... f All other program service revenue ..... ..... .. . ...... uu. . I Total. -- Add lines 2a Zf. ► �. 3 Investment income(including dividends, interes'.,and other similar amounts) ._. .,,, 4 Income from investment of tax exempt bond Proceeds No. 5 Royalties ...._ -- �)Real {i3)Personal 6a Gross rents 6a 99&620 b Less:rerrtal expenses �w e Rental bo.or(loss) 6C 99,620 d Net rental income or ss)iEo -° — - 99 620 7a Gass amountfrom ...---�� ,„„„99 o-62 0 , sales of assets (1)securities (a}other other thaninventay 7a 1 0904 900 b Less:cost orotf er ,.a basis and sales exps. 7b 874 r 632 t c Gain or(loss) 7c 216,268 r d Net gain or(loss).._..._ ► 216 2 6$ ...... M,M,M„ 216268 8a Gross income from fundraising events ' (not including $ . 7, of contributions reported on line 1c)- See Part IV,fine 18 ga b Less:direct expenses (fib c Net income or(loss)from fundralsing events ► -- � , } 9a Gross income from gaming activities. See Part IV,line 19 9a b less:direct expensesfib ..... ........ c Net income or(loss)from gaming activities i - 10a Gross sales of inventory,less returns and allowances Z:= b Less:cost of goods sold [ uuu c Net income ortlossl from sales of inventor ��Ltn Business Code� �. m.1 11a ax b � d All other revenue e Total.Add lines 11a-1Id ...... ► _e. 12 Tota!revenue.See ! 706,357( 315888 0 �m a or,A Pomi 990 fza2a) Page 640 of 1598 650971509 111,13r,021 8:26 PM Form 990 120201 BOYNTON BEACH FAITH BASED COiITY 65-0971509 Statement" Pale 10 Part IX of FunctionalyExenses ®.—.. Section 501fc,[3,and 50ffc 4 o,panlzations must complete alI»Columns_All ofhero>taanizations must cnmt late column 1A1. w . Check if Schedule 0 contains a response or note to any line In this Part fX ` o not include amounts re W ported on lines Bb, fa} tel (C " 7b 8b,9b,and 9016 of Part Vlll. iota[expenses Program nd service Management aI Fundraising expenses general expenses expenses 1 Cha,tSafodother assistancetodomesBcorgan'ations �••�� `� and domestic govemments.See pad IV,line 21 _ » 2 Grants and other assistance to domestic » ....– individuals.See Part IV, line 22 3 Grants and other assistance to foreign organizations,foreign governments,and foreign individuals.Sea Part IV,tines 15 and 16 �I 4 Benefits paid to or for members 5 Compensation of current officers,directors, trustees;and key employees 67 500 13 500 54 ,000 —'_000; B Compensation not included above to disqualified -- , persons(as defined under section 4958(Ni))and Persons described in section 4958(c)(3)(9) 7 Other salaries and wages 67 ,.1621 �. .» 7.3. 537301 X32 8 Pension plan accruals and contributions(include section 461(k)and 403(b)employer contributions) 9 Other employee benefits ..-. 13 663 _ 10 Payroll taxes r 2 x 733 1 9,30 ......I..... 11 87o 2 374 -,,rtm i 11 Fees for services(nonemployees): 9 ° 496 a Management b Legal c Accounting –� 20 3404 068 d Lobbying .... ... �.�. – •._, X272 e Professional fundraising services.See Part IV,line 17 ` f Investmentmana em ' g anti fees - P» g 011ier.(if line 119 a<tlouut exceeds 1095 of One 25,column' (A)Wwnt,list tine 11g expenses art Schedule 0.) 12 Advertising and promotion 13 Office expenses452 ��•, 6 G2 290 14 Information technology rJ 828 "r'" """� 1 166 , ................. 4 66 15 Royalties "�.® � � ..-�–�•�,.�», 16 Occupancy 15 473 I5,318 ` 17 Travel1 . " ...... . .. . ... ....... F,. 556 556 18 Payments. of travel or entertain. .m.ent.expenses. .»»»» for any federal,state,or local public officials 19 Conferences,conventions.and meetings ) �" 20 Interest 27 , 604' 21 Payments to affiliates – – »»,....,r,..604� . . 22 Depreciation,depletion,and amortization 30 878 300, 23 Insurance �r 19,251 ....... .. m, . _»»»»»»» 17 „32 61 f925 24 Other expenses.[tem¢eexpenses not covered — above(List miscellaneous expenses on line 24e.If (' line 24e amount exceeds 10%of line 25,column (A)amount,list line 24e expenses on Schedule 0.} a PROGRAM MMENSES 222 680 ,._.: , � MAIN'T'ENACE ..... .. �,.,,.. � 22 OTHER 22 808° d coxsvz,TING� Co1dTR.... 22 �P7 22 808 .1,. x7 602" 0 _. ....... ....... .. 15, »m» e All other expenses 19 646 3,161 ... �. 19 100 5 Total t€,ncr r sesgadr�,esllhiuuQh24e 588 975 44 -097 144 $78 ` - nly rf z6 Joint costs.Complete this line othe DF.- � �» � """.` �°° °' organiafion reported in column(8)joint costs from a combined educational campaign and fundraising solicitation Check here► ❑ if foflo4nd SOP 98-2(ASC 958 720 Qaa Page W9�2M8 650 971 50 9 1 111 212 021 S:25 PM Form92012020) BOYNTON BEACH FAITH BASED COMITY 65-0971509 Part X Balance Sheet Pace 11 Gheck if Schedule O contains a res eonse or note to an line in this Part X .�.. ,mm. 0� (B) —� Beginning of year End of year 1 Cash-noninterest beanng m - _ 2 Savings temporary cash'* ....... ...• :: _ 293„kg027 1385 g po ry investments 649 3 Pledges and grants receivable,net ”"' ............. �� 4 Accounts receivable,net '••�- """� �-- -""' ----- $��553 25 104 4 42 —94-0— Loans 5 and other receivables from any current or former officer,director, trustee,key employee,creator or founder,substantial contributor,or 35% controlled entity or family member of any of these persons 6 Loans and other receivables from other disqualified persons(as defined 12 under section 4958(f)(1)),and persons described in section 4958(c)(3)(B) to 7 Notes and loans receivable, net °� 389 f 738 a i 8 1riventories for sale or use 7 389 738 ..... . ..... .. ... .............. ......... as 9 Prepaid expenses and deferred charges .. a Land,buildings,and equipment:cosi or other basis.Complete Part VI of Schedule o .......... .. � 108 11 ,367 ... b Less:accumulated depreciation 10b 11,3-61 ii Investments �— r,-� --publicly traded securities 12 investments-other securities.See Part 11-.--j".............................I.............lV,line 11 - -- 73 Investments-program-relafed,See Part 1V,line 11 ....... ........... ............ 12 14 Intangible assets ........................ m— N.w,.._ 7314 15 Other assets-See Part N,line i 9 "." ............................................ 16 Total ....... 1 ,425 952 �5 l 237 494 � 2� 055 _ _assets.Add lines 1 through 15(Must equal line 33,`i 2 �162 # 384 16 821- .. ..- .... � 17 Accounts payable and accrued expenses _ 18 Grants payable ............... ........... .....*. ..... 2 r-350 4, 834. 17 I � 19 Deferred revenue ............. . 18 20 Tax-exempt bond liabilities •- -"-- """ 19 20 21 Escrow or custodial account liability.Complete Part IV of Schedule D . 21 , m 22 Loans and other payables to any current or former officer,director, trustee,key employee,Creator or founder substantial contributor,or 35% controlled entity or family member of any of these persons 23 Secured mortgages and notes payable to unrelated thins parties ` 24 Unsecured notes and loans payable to unrelated third parties .." .... ''' 23 . _ nu,,, 25 Other liabilities(including federal income tax,payables to related .......... ...... 24 third -� ' parties,and other liabilities not included on lines 17-2.4).Complete Part of schedule o 533 3921 25 288,223 26 Total liabilities.Add lines 17 through 25....- 535 942 25 293 ,057 Organizations that follow FASB ASC 958,check here lip- and and complete lines 27,28,32,and 33. 27 Net assets without donor restrictions - ..................... � 626,�42 2T- - 1,:762 .764 � 28 Net assets with donor restrictions .......... ........•---- ------*...... . vv. C tOrganizations that do not follow FASB ASC 95$,check here► and complete lines 29 through 33. C 29 Capital stock or trust principal,or current funds w 29 30 Paid-in or capital surplus,or land, building,or equipment fund w ...--•...... ........... 30 31 Retained earnings,endowment,accumulated income,or other funds 31 32 Total net assets orfund balances "'"" . �21 442 33 Total liabilities and net assetslfund balances - 32_ 1, 762 ,764 w 384 33 2 055�.$21 Farm 990(2m) DAA Page 642 of 1598 650971 SOS 1141,W2021 827 PM FormgWml 2020i BOYNTON BEACH FAITH BASED CO LAITY 65-0971509 Part XI Reconciliation of Net Assets Pae 'fix _c_ Cheek rf Schedule O captains a response or note to any line in this Part XI 9 Total revenue(must equal Part wi,column(A),line 12) ` ............. ........ ........ " "" 705 357 2 Total expenses(must equal Part IX,column(A),line 25) "'"".. . 3 Revenue less expenses.Subtract line 2from line l """'" '-��-�-- '"�"-�•• 2 4 Net assets or fund balances at beginning of year(must equal Part . line 32,column(R)) 3 117 3$2 5 Net unrealized gains(losses)on investments "" "" 1, 626442* 6 Donated services and use of facilities 7 Investment expenses ............ ......................... ....,....-.. 6 �- 8 Prior period adjustments ............................................... .,� ............"................." g 9 Other than ............. ............... ... ... changes in net assets or fund balances(explain on Schedule O) - 110 Net assets or fund balances at end of year.Combine lines 3 through 9(must equal Part X,line " 9 18 °Q 32,Column Bii Part X11 .<.. - 10 1.L7 62 764 Financial Statements and Re �� "��"—��° Porting �._._� Check if Schedule 0 contains a response or note to any fine in this Part Xil ° i 7 Accounting method used to prepare the Form 990_ [] Cash XD Accrual Other_ Yes No If the organization changed its method of accounting from a prior year or checked'Other,"explain in Schedule O- ta Were the organization's financial statements compiled or reviewed by an independent accountant? If"Yes,"check a box below to Indicate whether the financial statements for the year were compiled or reviewed on a separate basis,consolidated basis,or both: F1 Separate basis ❑ Consolidated basis Both consolidated and separate basis b Were the organization's frnanciar statements audited by an independent accountant? If"Yes,"check a box below to indicate whether the financial statements for the year were audited on a 2b separate basis,consolidated basis,or both: 17 Separate basis ❑ Consolidated basis ❑ Both consolidated and separate basis c If`Yes"to line 2a or 2b,does the organization have a committee that assumes responsibility for oversight of the audit,review,or compilation of its financial statements and selection of an independent accountant? �• If the organization changed either its oversight process or selection process during the tax year,explaln on 2c Schedule O. 3a As a result of a federal award,was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133? b If"Yes,'did the organization undergo the required audit or audits?If the organization slid not undergo the 3a required audit or audits,explain why on Schedule O and descNbe an sfeos taken to undergo Such audits .- tl Form 990(2020) DAA Page 643 of 1598 650971509 11113f2021 827 PM SCHEDULE Public Charity Status and Public Support (Form 990 or 990-EZ) OMB No.1545.0047 Complete iFthe organization is a section 601(cJ131 organhmdon or a section 4947(a)(1)nonoXompt charitable tart. 2020 _Department of the Treasury P Attach to Form 994 or Form 990-EZ. rernaf Revenue Service Open to Public ►Go to wwiv ire. oy/Form990 for instructions and the latest information. Inspection Name of the organization BOYNTON BEACH FAITH BASED C(:&jFW_JTY -.-_ - .- DEVELOPM, TT CORPORATION EWloyer idw tification—ober 65-0971509 Puff I Reason for Public Charit Staltus. 'All al anizations must Complete i I liar#. See instrflctions " ® .... ,,,,, _ I ,_ The organization is not a private foundation because,t is.(For lines 1 through 12, check only one box.) „ 1 A church,convention of churches, or association of churches described in section 170(b)(1)(A)(l). 2 A school described in section 170(b)(1HA)(ii).(Attach Schedule E(Form 990 or 990-EZ)•) 3 A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(Pii). 4 ❑ A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(i}i).Enter the hospitars name, city,and state: 5 An organization operated for the benefit of a college or university owned or operated by a governmental unit described In section 170(b)(1)(A)(iv).(Complete Part ii.) 6 ❑ A federal,state,or local government or governmental unit described in section 170(b)(1)(A)(v). 7 An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi).(Complete Part Il.) 8 A community trust described In Section 170(b)(1)(A)(vi).(Complete Part If.) 9 ❑ An agricultural research organization described in section 170(b)(1)(A)(iz)operated in conjunction with a land-grant college or university or a non-land-grant college of agriculture(see instructions).Enter the name,city,and state of the colts a or university: ........................ tion 0 An organi.....that normally receives:(1)more than 33 113%of its support from contributions,membership fees,and gross receipts from activities related to its exempt functions,subject to certain exceptions;and(2)no more than 33113%of its support from gross investment income and unrelated business taxable income(less section 511 tax)from businesses acquired by the organization after June 30,1975-See section 509(a)(2).(Complete Part Ill.) 11 An organization organized and operated exclusively to test for public safety.See section 509(a)(4). 12 An organization organized and operated exclusively for the benefit of,to perform the functions of,or to carry out the purposes of one or more publicly supported organizations described in section 509(aHl)or section 509(a)(2).See section 509(a)(3). Check the box in lines 12a through 12d that describes the type of supporting organization and complete lines 12e, 12f,and 12g. a Type 1.A supporting organization operated,supervised,or controlled by its supported organization(s),typically by giving the supported organization(s)the power to regularly appoint or elect a majority of the directors or trustees ofthe supporting organization.You must complete Part IV,Sections A and S. to ❑ Type 11.A supporting organization supervised or controlled in connection with its supported organization(s),by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s).You must complete Part IV,Sections A and C. c Type Ili functionally integrated.A supporting organization operated in connection with,and functionally integrated with, its supported organization(s)(see instructions).You must complete Part 1V,Sections A,a,and E. d ❑ Type III non-functionally Integrated.A supporting organization operated in connection with Its supported organization(s) that is not functionally integrated.The organization generally must satisfy a distribution requirement and an attentiveness requirement(see instructions).You must complete Part IV,Sections A and D,and Part V. e ❑ Check this box if the organization received a written determination from the IRS that it is a Type 1,Type 11,Type III functionally integrated,or Type III non-functionally integrated supporting organization. f Enter the number of supported organizations U Provide the fallowing information about the su Ppor'tedted'o*org .. '""''. ....•'" gani zation(5). .""-."""'..--.•----••- (i)Name of supported (11)EIN (101 Type of organtabon {iv)Is i e organization organization lv)Amount of monetary (W)Amount of (described on lines 1-10 listed in your goveming smart( above see instructions q other support(see ( )] document. instructions) instructions) ^„ I Yes � No (A) (B) �,muAu- ........... (C) 1 (D) Total For Paperwork Redaction A6t Notice,see the Instructions for Form 990 or 5904=Z Schedule A(Form 990 or 990-E2)2020 aAA Page 644 of 1598 650571 509 1 1113/2021 8.27 FM ._--.--- Schedule A,Fom1890 or 990-=2o20 BOYNTON BEACH FAITHBASED COMMUNITY 65-0971509 Part 11 Su u _ —Paqe 2 Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iiv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part i or if the organization failed to qualify under Part Ill. If the organization fails to duality under the tests listed below, Tease com fete Part Ili.) lection A.Public Su port ...: _ Calendar ear orflscal year beginning in i► Y Y 9 9 ) (a)2016 b 2017 - � i._) (c)2018 (d)2Q19 (e)2020 ( Total 'I Gifts,grants,contributions,and membership fees received.(Do not include an unusual rants.") �254.B85 145,]74 „ZOB 12a 211,374 390.459 1110,026 y" a 2 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf . �., ........ 3 The value of services or facilities furnished by a governmental unit to the organization v tl'iout charge .. 4 Total.Add lines i through 3 254 8.5 .14-5717T0 108 126 211,37g .,µs.. ... _ 3so_4�s 1.110.026 8 The portion of total contributions by ,"" each person(other than a governmental unit or publicly supported organization)included on line 1 that exceeds 2%of the amount shown on line 11,column(f) 6 Public support.Subtract fine 5 from line 4 — Ws Section B.Total Su � — """" 1.110.,062 macrt __. Calendaryear(orirscalyear beginning in) ►� a 2016 "" _ ( ?� (b)2017 (�)201 a (d11201 s (,r}2Q2o t Total 7 Amounts from line 4 — --�� p -- 254,8851 1+�5 170 _106,128 23-1 374 390 469 . „a„ 110.026 8 Gross income from interest,dividends, 4 Payments received on securities loans, rents, royalties,and income from = similar sources .. 19,300 _ 23,650, 26,5681 32 628 .......... _ 102346 �. 9 Net income from unrelated business activities,whether or not the business is regularly carried on ,.._._...,.. 10 Other income.Do not include gain or ' loss from the sale of capital assets (Explain in Part VL) ..................... 102.3001,500 11 Total support.Add lines 7 through 10 154,500 12 Gross receipts1,,366.872 from related activities,etc.(see instructions) . ... 305„g31 13 First 5 years. if the Form 990 is for the organization's first,secOnd,third,fourth,or fifth tax year as a section 501 ,c 3 12 _ or,conization,check this box and sto here .- Section C.Computation of Public Sup rt Percentage ` 14 Public support °'°°"` PP Percentage for 2020(line 6,column(f)divided by line 11 column(f)) 15 Public Su g ••... 81 21 pport percents a prom 2019 Schedule A Part II, line i4 -- — =H»e 16a 33 i/3%Su .........-. ..... -• E5 70.66% PPort test 2020.If the organization did not check the box on tine 13,and fine 14 is 33 1/3%or more,check this box and stop here.The organization qualifies as aublicl P y supported Organization Poo.b 33113%support test-2019.if the organization did not check a box on line 13 or 16a,and line 15 is 33 1/3%a or more,check this box and stop here.The organization qualifies as a publicly supported organization ❑ 17a 10%-facts-and-circumstances test-2020.if the organization did not Check a box on line 13, 16a,or 16b,and line 14 is 10%or more,and if the organization meets the"facts-and-circumstances"test,check this box and stop here.Explain in Part VI how the organization meets the"facts-and-circumstances”test.The organization qualifies as a publicly supported organlzation . .... .. ...... ... . ....... ... b 10%-facts-and-circ.umsta.rice. . s test 2019.. If the organization did not check a box on line 13, 18a, 16b,or 17a,and line El 15 is 10%or more,and if the organization meets the"facts-and-circumstances”test,Check this box and stop here.Explain in Part Vi how the organization meets the"facts-and-circumstances"test.The organization qualifies as a publicly supported organ¢abon 18 Private foundation.If the organization did not check a box on fine 13, 16a, 15b,17a,or 17b,check this box and see instructions Schedule A(Form 990 or 990-1j 2020 DAA Page 645 of 1598 650971 SC311413/2021 8:27 PM ScheduieAFForm990or990-EZ:2020 BOY'i TON BEACH FAITH BASED COMMUNITY 65-0971509 Part III Support Schedule for Organizations Described in Section 509(a)(2) pace (Complete only if you checked the box on fine 10 of Part 1 or if the organization failed to qualify under Part If. If the ;action A. Pubic Supp organization falls toqualify under the tests listed below, please complete Part ll.) Calendar year or fiscal year be innin in) ► (a^ tb12017 (C12D18 d 2019 (e)2020 1 Gills.grants,conin'6utims,and membership fees — ®" f1 tTotaI received.(Do notinclude any"unusual giants.' -, 2 Gross receipts from admissions,merchandise ----- sold orservices performed,orfacilifes furnished in any activity that is related to the organization's tax-exempt purpose ......... 3 Gross receipts from activities that are not en unrelated trade or business under section 513 4 Tax revenues levied for the — ----� organization's benefit and either paid to or expended on its behalf _. 5 The value of services or facilities furnished by a govemmental unit to the organization without charge ............. .t.,.� 6 Total.Add lines 1 through 5 - 7a Amounts included on lines 1,2,and 3 received from disqualified persons t b Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of$5,009 6 or 1%of the amount on fine 13 for the year .- c Add lines 7a and 7b 8 Public support(Subtract line 7c from — line 6.) Section B.Total S_uport i -zelendarYear(orfiscal year beginning in) ► a 2oifi (b)2017 e" 2018 — n _ f f' (d)2019 (a)2020 fJ Totai 9 Amounts from line 6 • 10a Gross income from Interest,dividends, payments received on securities loans,rents, royalties,and income from similar sources b Unrelated business taxable income(fess — .. . section 511 taxes)from businesses acquired after June 30, 1975 � ,...e. c Add lines 10a and 10b 11 Net income from unrelated business acbviffes not included in tine 10b,whether or not the business is regularly carried on .... m 12 Other income-loo not include gain or _-- _ loss from the sale of capital assets (Explain in Part VI-) t 13 Total support(Add lines 9: 10c, 11, and 12-) 14 First a years.If the Form 990 is for the organization's first,second,third,fourth, or fifth tax yearns a section 5oi(c)(3) organ¢abon,check this box and stop here ► �.., Section C Computation of Public Support Percentage -°- 15 Public supportpercentage g a for2020 line 8,column(f),divided by line 13,column(f}) i5 16 _Public suo 2019 Schedule A Part 111 line -es ...... . . --" - .... ..... 16 00 r,rt jta afrom Section D.Computation of Investment Income Percents e " ` i°rc .� - - . 17 Investment income percentage for 2020(line 10c,column(t),divided by line 13,column(f)) 18 Investment income percentage from 2019 Schedule A.Part II1,line 17 - ...... 1? ° . 1192 33113%support tests-2020.If the organization did not check the box on line 14,and line 15 is more than 33 1/3/°,and line 18 17 is not more than 33 113%,check this box and stop here.The organization qualifies as a publicly supported organization .....- ___ ___ _ b 33 113%support tests 2019.if the organization did not check'a box on line 14 or line 19a,and line 16 is more than 33 113%,and ling 18 is not more than 33 1/3%,check this box and stop here.The organization qualifies as a publicly supported organization...--.-, r9 box on line 14, 192,or 19b,check this box and see instructions ... ... 20 Private foundation_.If the organization did not check a , ❑ Ni Soheciule_A(Form 0 or 990-EZ)2020 DAA Page 646 of 1598 6409715U;1114MC21 8.27 PM Schedule A,Form 990 or 990-EZ!2020 BOYNTON BEACH FAITH BASED C0bR. JNI Ty 65-0971509 Part IV Supporting Organizations pa e 4 (Complete only if you checked a box in line 12 on Part 1. If you checked box 12a, Part I, complete Sections A and B. If you checked box 12b, Part I, complete Sections A and C. If you checked box 12c, Part 1, complete Settlor A.A I S.. Sections Organizations checked ecked box 12d Part I complete Sections A and d and tom°Eete Part V. 1 Are all of the organization's supported organizations listed by name in the organization's governing Yes l No� documents?If"No,"describe in Part Vl how the supported organizations are designated.If designated by class or purpose,describe the designation.If historic and continuing relationship,explain. 2 Did the or have any supported organization that does not have an IRS determination of status under section 509(a)(1)or(2)?if Yes,,explain in part W how the organira6on determined that the supported organization was described in section 509(a)(1)or(2). 2 3a Did the organization have a supported organization described in section 501{c){4),(5),or(6)?Ef"Yes,"answer lines 3b and 3c below. b Did the organization confirm that each supported organization qualified under section 501(c)(4), (5),or(6)and satisfied the public support tests under section 509(x)(2)?if"Yes,"describe in Fart W when and how the organization made the determination. c Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(13) 36 purposes?if"Yes,"explain in Part W what controls the organization put in place to ensure such use. 3c 4a Was any supported organization not organized in the United States("foreign supported organization")?If 'Yes,"and if you checked 12a or 12b in Part 1,answer(b)and(c)below. b Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization?If"Yes,"describe in Part W how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizaffons. c Did the organization support any foreign supported organization that does not have an IRS determination 46 under sections 501(c)(3)and 509(a)(1)or(2)?If"Yes,"explain In Part W what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(s) purposes. r Sa Did the organization add,substitute,or remove any supported organizations during tate tax year?if"Yes," 71 4c I ., ti answerlines 5b and 5c below(if applicable).Rlso,provide detail in Part Vl,including(r)the names and E1N numbers of the supported organizations added,substituted,or removed,-pr)the reasons for each such action; {iii)the authority under the organization's organizing document authorizing such action;anC!(Iv)how the action was accomplished(such as by amendment to the organizing document)- 6a b Type I or Type 11 only.Was any added or substituted supported organization part of a class already ' designated in the organization's organizing document? c substitutions only.Was the substitution the result of an event beyond the organizationl? 's contro ,b 6 Did the organization provide support(whether in the farm of grants or the provision of services or facilities)to 5c anyone other than(i)its supported organizations,(li)individuals that are part o;the charitable class benefited by one or more of its supported organizations,or(iii)other supporting organizations that also support or benefit one or more of the filing organization's supported organizations?if"Yes,"provide detar7 in Part in a 7 Did the organization provide a grant,loan,compensation,or other similar 6 payment to a substantia]contributor (as defined in section 4958(c)(3)(C)), a family member of a substantial contributor,or a 35%controlled entity with regard to a substantial contributor?If"Yes,I complete Part 1 of Schedule L(Form 990 or,990_E4. 7 8 Did the organization make a loan to a disqualified person(as defined in section 4958)not described in line 7? if"Yes,"complete Part 1 of Schedule L(Form 990 or 990-EZ). 9a Was the organization controlled directly or indirectly at any time during the tax year by one or more 6 disqualified persons,as defined in section 4946(other than toundatior managers and organizations described in section 509(x)(1)or(2))?!f"Yes,'provide detail in Part V1. I b Did one or more disqualified persons(as defined in line 9a)hold a controlling9a interest in any entity in which the supporting organization had an interest?!f"Yes,"provide detail in Part W. c Did a disqualified person(as defined in fine 9a)have an ownership interest in,or derive an ,96, y personal benefit from,assets in which the supporting organization also had an interest?If"Yes,"provide dated in Part Vi. 102 Was the organization subject to the excess business holdings rules of section 4943 because of section 9, 4943(f)(regarding certain Type 11 supporting organizations,and all Type Ill non-functionally integrated l _ supporting organizations)?if"Yesti'answerfine 10b below. b Did the organization have any excess business holdings in the tax year?(Use Schedule C,Form 4720,to 10a determine whether rhe a: rzation had excess business holdsr�s — Schedule A(Form 990 or 990-EZ)2020 DAA Page 647 of 1598 680971509 11/13/2021 8.27 PM Schedule A,Form 990 or 890-EZ 2020 BOYNTON BEACH FAITH BASED CO UNITY 65-0971509 Part IV _ Payge 5 Sup q(n Or anization5 �continuerll_ 11 Has the organization accepted a gift or contribution from any of the following persons .. es No� a A person who directly or indirectly controls,either alone or together with persons described in lines 11b and I' 11 c below,the governing body of a supported organization? b A family member of a person described in line I I above? Ila c A 35%controlled entity of a person described in Iine 11a or 11b above?if'Yes"to line Ila, 11b,or 11c,provide 11b detail in Part W. } Section B T ortin e 1 Su 11C Or anizations `" "°"" I Did the governing body,members of the governing body, officers acting in their official capacity,or membership of one or Ye' No more supported organizations have the power to regularly appoint or elect at least a majority of the organization's officers, directors,or trustees at all times during the tax year?!f"No,'describe in Part N how the supported organization(s) effectively operated,supervised,or controlled the organizations activities.If the organization had more than one supported organization,describe how the powers to appoint and/orremove oft-ars, directors,or trustees were allocated among the supported organizations and what conditions or restrictions,if any,applied to such powers during the tax year. 1 2 Did the organization operate for the benefit of any supported organization other then the supported organization(s)that operated,supervised,or controlled the supporting organization?if'Yes"explain in Part W how providing such benefit carried out the purposes of the supported organizalon(s)that operated sunrised or controlled thesu. �ortin p, n>zatron. Sec#ion C.T It Su r#in2 Or .anizatrons 1 Were a majority of the organization's directors or trustees during the tax year also a majority of the directors Yeses or trustees of each of the organization's supported organization(s)?If"No,'describe in Part Vl how control or management of the supporting organization was vasted in the same persons that controlled or managed the su t rted or a>lizatlon s;. Section D.All T e III Sir Porti O anizations 1 Yes 1 Did the organization provide to each of its supported organizations, by the last day of the fifth month of the No �,. organizat'ion's tax year,(i)a written notice describing the type and amount of support provided during the prior tax year,(ii)a copy of the Form 990 that was most recently filed as of the date of notification,and(iii)copies of the organization's governing documents in effect on the date of notification,to the extent not previously provided? 2 Were any of the organization's officers,directors,or trustees either i appointed or ely the supported b 1 organization(s)or(ii)serving on the governing body of a supported organization?If'NO,"explain in Fart W how the organization maintained a close and continuous working relationship with the supported organization(s)_ 2 3 By reason of the relationship described in line 2,above,did the organization's supported organizations have a significant voice in the organization's Investment policies and in directing the use of the organization's income or assets at all times during the tax year?If"Yes"describe in Part Vl the role the organization's Steed orpanrzafronsla in this rard Section E.Type ill Functionall -lore rated Su 3 ortin Ot anizations �� "" w Check the box next to the method that the organization used to satisfy the integral Part Test during the year(see instructions). a The organization satisfied the Activities Test.Complete line 2 below b The organization is the parent of each of its supported organizations. Complete fine 3 below, G The organization supported a governmental entity.Describe in Part W how you supported a governmental entity(see instructi 2 Activities Test.Answer lines 2a and 2b below ons). a Did substantially all of the organization's activities durin9 the tax year din Yes No— Y directly further the exempt purposes of the supported organization(s)to which the organization was responsive?if"Yes"then in PartW identify those Supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations,and how the organization determined that these activities constituted substantially all of its activities. b Did the activities described in line 2a,above,constitute activities that,but for the organization's involvement, 2a one or more of the organization's supported organization(s)would have been engaged in?If"Yes,'explain in Part V1 the masons for the organizatlon's position that its supported organization(s)would have engaged in these activilies but for the organization's involvement. 3 Parent of Supported Organizations.Answerllnes 3a and 3b below. 2b a Did the organization have the power to regularly appoint or elect a majority of the officers,directors,or trustees of each of the Supported organizations?RP rg if`Yes"or ilio,'provide details in Part Vl. 3a , b Did the organization exercise a substantial degree of direction over the policies,programs,and activities of each ,. --oft its sub roiled or !f"Yes"desoribe in Part W the role Ff d by the ori �nization in this r r*arr! �-, a,,,.. 3b DAA —Part — Schedule a(Fc Page�r offlb98 E-90971509 111.13M21 827 Pm ScileduleAtForm990ar890 Et2020 BOYNTON BEACH E'AITF BASED COMMC3NITY 65-0971509 Pases Part V _ Type lit Non-l=unctigga Integrated b09ra 3 Su orcin Or, ppizations 1 L Check here if the organization satisfied the integral Part Test as a qualifying trust on Nov.20,1970(explain in Part V!).See instructions.All other Tape III non-functional] irate orated suliportino onF,anizations must complete Sections A throuc,,h E. Section A Adjusted Net Income (A)Prior Year (13)Current Year 1 Net short-termcapital amain - (optional) ,: 2 Recoveries of prior-,�ear distributions 3 Other pross'sncome,seeinstructlons! 4 Add lines 1 through 3 5 Depreciation and depletion .,.. ... 5 � w . -w� 6 Portion of operating expenses paid or incurred for production or collection of gross income or for management,conservation,or maintenance of property held for Production of income(see instructions 6 7 OthereVieases see instructions; 7 8 Adjusted Net Income tisubtract lines 5 S,and 7 from hne 4) g Section B—Minimum Asset Amount (A)Prior Year (B)Current Year 1 Aggregate fair market value of all non-exempt-use assets(see instructions for short tax_year or assets held for part of year p a Average monthly value of securities bAvera:s month)°cash halances �11a i c Fair market value of other non-exemut-use assets aM 1c .� k„ uAvuu uv ,.— �,.. d Total Ladd lines 1a,1b,and 1ci - 1d e Discount claimed for blockage or other factors - g . (explain in detail in Part Vjt: l 2 A'r luisition indebtedness applicable tc1 non-exem -use assets 2 .� 3 Subtract line 2 from line 9d. .,,,3 4 Cash deemed held for exempt use.Enter 0.015 of line 3(for greater amount, I; see instructionsL 4 5 Net value of non-exempt-use assets i'subtract Iine 4 from line 3i �g 6 Multi,' line 5 by 0 035. � —6 .. _ 7 Recoveries of prior dear distributions _7 8 Minimum Asset Amount;add line 7 to line 6) 8 Section C—Distributable Amount Current Year 1 Adjusted net income for prior+year)from Section A line 8 column Ai T I, 2 Enter 0.85 of line 1. 2 3 Minimum asset amount for iarior�s'ear(from_Section B line 8,column AJ 3 - ...,� 4 Enter Ilireater of line 2 or line 3 --� 5 Income tax imposed in l�(or dear 5 6 Distributable Amount.Subtract fine 5 from line 4 unless subject to 7emerp-en temoorary reduction see instrucbonsi g 7 Check here if the current year is the organization's first as a non-functionally integrated Type Ill supporting organization ® ;see instructions). Schedule A(Form'9900F 990-EZ)2020 DAA Page 649 of 1598 650971509111.1=21827 PM Schedule A�Form 990 or 990-EZ F 2020 ]BOYNTON BEACH FAITH BASED COMMUNITY 65-0971509 Part V ® ' T e HI Non-Functionaq Ince rated 509 0 i 3 Su� ortin Or��ari¢atio�s continued �a'�� m .:: Section D—Distributions „ 4 Current Year T Amounts paid to su�,partad or�anrcatrons to accom l sh exempi purposes ` �. 2 Amounts paid to perform activity that directly furthers exempt purposes of supported oroanizatrons- in excess of income from act�urt~� 3 Admrrlutratrve expenses lid#o accam ish exempturos�s of su Ported organ¢ations 4 Amounts laid to aurre exen��use assets 5 Quaked se#aside amounts ynar 1RS apfroval rewired -- �,u yvide details in Par#�Yl 6 Other drstnbutfons describe in Pari 11t.$ee instruottons. _7 Total annual distributions.Add lines 1 through 6. $ Distributions to attentive supported organizations to uuttich the organization is responsive € tr rotdde details In Part 1 .See instructions. 9 Distributable amount for 2020 from Section G.,line 8 10 Line 8 amount divided by line 9 amount Section E—Distribution Allocations(see instructions) Excess Distributions Underdistributfons Distributable Pre-2020 Amount for 2020 1 Distributable amount for 2020 from Section C, line B 2 Underdistributions,if any..for -- Y years prior to 2020 (reasonable cause required—explain in Part V!).See Instructions. 3 Excessdistributions ca — - " n Over,if an to 2020 a From 2015 b From 2Q16 w.. w.v a c From 2017 ....._ dFrom 2018 eFrom 2019 __mmmm - -„ f Total of lines 3a throurh 3e ]r" '- ArD�lied t0 underdistributions of,t�rior °ears h AIredto2020 distributable amount - 1 C�mover from 2015 not acglied fsee instructions` Remainder.Subtract lines 3 3h,and A from line 3f. 'mm M,mw. i wµm�Mkw.. 4 Distributions for 2020 from �- -,--,.Section D,line 7: $ A �liedto underdlstnbutions of nor ears � — a i�_ y .. � uuuuuuu .,. b relied to 2020 distributable amount c_Remainder.Subtract lines 4a and-4b from line 4. ---------------- 5 Remaining underdstnbutions for years prior to 2020,if - any.Subtract lines 3g and 4a from fine 2. For result greater titan zin Part V! See instructions 6 Remaining underdistributions for 2020 Subtract lines 3h - and 0 from line 1.For result greater than zero,explain in ,-.Part W.See instructions_ 7 Excess distributions carryover to 2021.Add lines 3j and 4c. 8 —Breakdown of fine 7. a Excess from 2018 b Excess from2017 w�,aa c Excess from 2018 --tea _. _ d Excess from 201 -� _ a ....- u�.... .-,-:• � ...�...:- : e Excess from 2020 .. Schedule A(Form 990 or 990-EZ)2020 DAA Page 650 of 1598 650971509 11/1 312Q21 B-27 PN! Schedule A'sForm 990or990-E2)2020 BOYNTON BEACH FAITH BASED COMMUNITY 65,0971509 P� a 8.8.. Part VI Supplemental Information. Provide the explanations required by Part R, line 10; Part Il, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c,4b, 4c, 5a, 6, 9a, 9b, 9c, 11 a, 11 b, and 11 c; Parr IV, Section 8, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Parr IV, Section E. lines 1c,2a 2b, '. 3a, and 3b; Part V, line 1; Parr V, Section 8, fine 1e; Part V, Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6.Also complete this Swart for any additional information- 4See instructions-� Part I1, Line 10 �- Other Income Detail DEVELOPMENT FEES ......................... .......154,500.... . ................................ ............ REBATE $. .....................�-.--.......-.............-......._..................... OTHER ............................................ ..........--.. ................. ............................... ............. f DAA __ Schedule Page 6b�b1 of M8 65P71502 1111MG21 8-27 PM Financial OMB No 1545-004.7 (Form ) Complete if the organization answered'Yes"on Form 99o, DePaPart iV,line s,7,8,9,10, 11 a,11 b,11 c,11 d,lie,I If,12a,or 12b. 2020 rhmee or the Treasury Attach FD 990, '^.'�- �lntesna]Revenue Sere c� Q fl t0 Public cs_to +w .i y a orrr9p'far ilstrgtaoi =,a me arthe o •nation frcatiae number --__ - CORPORATIONDEVELOPMENT 65-0971509 Part I Organizations Maintaining Donor vis F s r th r i ilar Funds r cc I ounts. Complete if the organization answer "Yes"on Form 990, Pali 1V, line 6. (a)donorsed funds (tri Funds and other a .nfs Tota I number at end of year 2 Aggregate value of contributions to(ducting year) .. 3 Aggregate value of grants from(during year) 4 Aggregate value at end of year- . ...., 5 Did the organization inform all donors and donor advisors in writing that the assess held in donor advised funds are the organization's property,subject to the organization's exclusive legal control? ❑ ® ............................ Did the organization inform all grantees,donors,and donor advisors in ng that grant funds Can be used ..... Yes a only for charitable purposes and not for the beneft of the donor or donor advisor, or for any other purpose conferrina impermissible private benefit? Part 1 Conservation Easements. I plete if the ran tion answered�Y " an Form 99Q, Part IV, line 7. 1 Purpose(s)of conservation easements held by the organization(check all that a PRIY}. _ Preservation of land for public use(for example, recreation or education) n Preservation of a historically important land area Protection of natural habitat H Preservation of a certified historic structure Preservation of open space 2 Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year. id at the End of the Tax Year a Total number of conservation easementsu - 2a b Total acreage restricted by conservation easements a Number of conservation easements on a certified historic structure included in(a) 2 Number of conservation easements included in(c)acquired after 7/25/06,and not an a historic structure listed in the National Register .................. .... - ..................... 3 Number of conservation easements modified,transferred,released, extinguished,artereninated the organization during the tax year Number of states where property subject to conservation easement is located Does the organization have a written licy regarding the periodic monitoring,inspection,handling of violations,and enforcement of the conservation easements it holds? I"I Y es No Staff and volunteer hosts devoted to monitoring,Inspecting,handling of violations,and enforcing nservation easem is during the year 7 Amount of expenses incurred in monitoring,inspecting,handling of violations,and enforcing conservation easements during the year Does each conservation easement reported on Iine 2(d)above satisfy the requirements of section 170(h)(4)(13)(i) and section 170(h)(4)( )(i)i2.... ........ ❑ o In Part X111,describe how the organ' ion reports conservation easements in its revenue and expense statement and balance sheet,and include,if applicable,the text of the footnote to the organization's financial statements that describes the organization's accounting for conservation easements. Part 111 Organizations Maintaining CollectionsoTreasures, Historicalr it i liar s . Complete if the organs tion answered"Yes" on Form 990, Part IV, line . 1a If the organization elected,as permitted under FASB ASC 958,not to report in its revenue statement and balance sheet works of art,historical treasures,or other similar assets held for public exhibition,education,or research in furtherance of public service, provide in Part X111 the text of the footnote to its financial statements that describes these items. b if the organization elected,as permitted under FASB ASC 958,to report in its revenue statement and balance sheet works of art,historical treasures,or other similar assets held for public exhibition,education,or research in furtherance of public service, provide the following amounts relating to these items: W (i) Revenue included on Form 994,Part VIII,line 1 (ii) Assets included in Form 990,Part X .......... --------- 2 If the organization received or held works of art, historical treasures,or a`dfer similar assets for financial gain, rovide the ................... following amounts required to be reported under FASB ASC 958 relating to these items: a Revenue included on Foran 990, Part Vill, line 1 ... . ................................ _ sincluded inForrnJ90 PartX ... -_ .....--................ For Paperwork Reduction Act Notice,see the Instructions for Form 990" ' Dart Schedule D(Form2020 Page 652 0 1598 880971505117131'2021 827 PM Schedule 0,Form 99032020 BOYMON BEACH FAI'T'H BASED COM_ IMITY 65-0.97150-Q Pa,,�e2 Part III Or anlzafions Maintaining Collections o€Art. Historical Treasures, or Other Similar Assets continued) �.w:�:,_ , : 3 Using the organization's acquisition,accession,and outer records,check any of the following that make significant use of its collection items(check all that apply): a ❑ Public exhibition d ❑ Loan or exchange program b ❑ Scholarly research e ❑ Other ............................................ C Preservation far future generations .-''' 4 Provide a description of the organization's collections and explain how they further tfie organization's exempt purpose in Part X111. 5 During the year,did the organization solicit or receive donations of art,historical treasures,or other similar assets to be sold to raise funds rather than to be maintained as r art of the or 's Collection?-..-. Yes ❑ Na ---. -----••-..... Part IV Escrow and Custodial Arrangements. Complete if the organim ion answered "Yes"on Form 990, Part IV, line 9, or reported an amount on Form 990; Part X, line 21. ___,a• 1a Is the organization an agent,trustee,custodian or other intermediary for contributions or other assets not included on Form 990, Part X? .................._ _ ® Yes ❑ No b If"Yes,"explain the arrangement in PartXIII and complete the following table= ,. Amount c Beginning balance1c d Additions during the year "'1�ife e Distributions during the year. ....... ................. .................... - . Ending balance ............ ............. .. . ........................................... .. a Did the organization include an amount on Form 990,Part X,line 21,for escrow or custodia[account liability? i Yes ; No .... 6 If'Yes,'e, lain the arran ement€n Part X11 I.Check here if the e (anation has been rovided on Part XI11 Part V Endowment Funds. Complete if the o w anization answered"Yes"on Form 990 Part IV, Eine 10. (a)current year (b)Prior year (e)'r+m years hack (d)Three years back l (e}Four years bade ee e is Beginning of year balance Contributions nH,n c Net investment earnings,gains,and losses ................. ...... d Grants or scholarships e Other expenditures for facilities and programs ........ .... f Administrative expenses g End of year balance u 2 Provide the estimated percentage of the current year end balance(line 1g,column(a))he as: . a Board designated or quasi-endowment 0, % ............... b Permanent endowment► c Term endowment► % The percentages on lines 2a,2b,and 2c should equal 100%. 3a Are there endowment funds not in the possession of the organization that are held and administered for the organization by. Yes No (i) Unrelated organizations w 3 f (ii) Related organizationsu � . ..........................""...... .........-_--...- ......... .......... 3d h If"Yes'on line 3a(ii),are the related organizations listed as required on Schedule R? 4 1]escribe in PartXiil the intended uses of the or�anwmiion's endowrnerit funds. Part VI Land,Buildings,and Equipment. Complete if the organization answered Yes"on Form 990, Part IV, line 11 a See Form 990, Part X; line 10. • ,:.. � Description of property (a)Cost or other basis (b)Cosi or other basis (c}Accumulated (d)t3ookvakra [mrestment) (other) depreciation 1a Land � - ......... b Buildings ---- -n.. c Leasehold improvementsi d Equipment 1.1 367 11 ' � . � 3671 e Other � --- u. Total.Add lines 9 a through 1e.(Column M roust equal Form 990 Part X,column(BI,lute loc.) ► �... Schedule 0(Form 990)2020 OAA Page 653 of 1598 650971 403 1 1113 021827 PM Schedule D:Form 990)2020 BOYNTON BEACH FAITH BASED COMMUNITY 65-0971509 Pate 3 PartVII Investments—Other Securities. anlzation answered Yes"on Farm 990, Part IV line 11b. See Form 990 PartX, fine 12. Complete rF the or kva . (a)Description of security or category (b]Book value (c]Method of valuation (u3cluding name of security) Cost or end-af year market value -j1) Financiaf derivatives (2) Closely held equity interests -�-- Other ............. ........................... .. ..... ........... ..... ... ............. ... ..�C�......__... ..................... ..--... . ... ...................... ..... ....... .................I.. ...............I.......I......................... .......... .................... ........ Total.tCofumn fb+must�eivaf Form 990.Farf X,co! t`B,�line 72-1! ► '"'°"""`� """ ��•_ Part VII[ Investments—Program Etelated.Complete if the or anization answered "Yes"on f=orm 990, Part IV,. line 11c See Form 990, Part X line 13. n... F w. {a]Description of investment _(b)Book valui e (c)Method or valuation: Cost or ead-0fyear market value (2) , rv...:: ....® Aal. (Column fblyl must equal Fwrrr 890 PartX col ,8b!fie 13-;I Part IX Other Assets. ..,M,... Com oJete if the or anlzation answered "Yes"on Form 990, Pari IV line 11 d. See Form 990. Part X line 15. T (a)Description (b)Mok value i1 REAL ESTATE HELD FOR RENTAL get REAL ESTATE HELD FOR SALE 4Q7 091 s DEPOSITS - uku z � 1;4) F 0 0 . , n. .._ ,,,,, . $Tl �. (9) Total. "Column f'b must equal Form 990,Part X,col. iB fine 15 ' .-. ► 1 237 Part X Other Liabilities. r. ---� 494 Complete if the organization answered "Yes" on Form 990, Part IV, line 11e or 11f.See Form 990, Part X, line 25. 1 (a)Desorption cf liability (b)Book value 1 Federal income taxes (2 -- )... 12) NOVOTESS P I, AYABE .w�-. rs u,u,H _ ....: 288 223 (4) m_ Total. ColmustI --. _ umn(b} �ua1 Form 990,PartX col-(B line 25} ,�� _- ► 288 223, 2 Liability for uncertain tax positions.[n Part X[Il,provide the text of the footnote to the organization's financial statements that reports the organization's_liabilj� for uncertain tax 1 ositions under FASB ASC 74d.Check here if the text of the footnote has beenroyided in Part Xfll ..... ...... DAA . ma :.. ScFage 9M ) 98 650974509 911.1MM 827 PM Schedule D(Form 999,2020 BOYNTON BEACH FAITH BASED COMUNITY 55-0971509 pa,LLe 4 Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return. Complete if the organization answered "Yes' on Form 990, Part IV line 12a. i` 1 Total revenue,gains and other support per audited financial statements1 7 357 . 2 Amounts included on line 1 but not on Form 990,Part V111,line 12: ........ ......................... �" a Net unrealized gains(losses)on investments ....................... b Donated services and use of facilities 2bp c Recoveries of prior year grants.... ........................ d Other(Describe in Part X111.) . e Add lines 2a through 2d 2e Subtract line 2e from line I � s r 706,357. 4 Amounts included on Form 990,Part V111,line 12,but not on line 1: a Investment expenses not included on Form 990,Part VIII,line 7b 4a . 4b - b Other(Describe in Part X!1!.) .... .............. c Add fines 4a and 4b ................ . . ................... ............ � 5 Total revenue.Add Eines 3 and 4c.t'lhis must equal Form 990 Part 1, line 12), •.... 4c 5 706x357.. Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the or anization answered"Yes"on Form 990, Part IV; line 12a. w, 1 Total expenses and losses per audited financial statements _ 5$8 975 2 Amounts included on line 1 but not on Form 990,Part IX,line 25: -- _®a a Donated servioes and use of facilities 2a s ............ b Prior year adjustments 2b c Otherlosses u., R Other(Describe in Part X111.) e Add lines 2a through 2d -_._ 2e Subtract line 2e fromlinel 35$8 975 4 Amounts included on Form 990,Part IX,line 25,but not on line 1: a Investment expenses not included on Form 990, Part VIII,line 7b 4a -_ b Other(Describe in Part XII L) ¢b c Add lines 4a and 4tr ...... ....- --- .... ..-- _ 4c 5 Total expenses.Add lines 3 and 4e.t 'pis must e�ual Form 990 Fart 1,time 16) . . -.,. ...-. .---- � 588 „ 975 Part Xlll $tr lemental Information. =- w.. . Provide the descriptions required for Part 11,lines 3,5,and 9; Part"Ir lines la and 4,PartfV, lines 1 b and 2b;Part V, Eine 4,Part X, line 2;Part XI,lines 2d and 4b;and Part.XII, lines 2d and 4b.Also complete this part to provide any additional information. Schedule D �— DAA ( Orm 990)2020 Page 655 of 1598 65CS7150911l1 SIW21 827 PM Schedule D;Form 990,2024 BOYNTON BEACH FP_ITH BASED COLN24WITY 65-0971509 Pan v. m .. Part XIII Su lerrlental Ir�farmation —(continued) ....................................................... .........................................-..............---------...-.......... .... .......................................................................... ....................... { ................................ ............... ....................................... --- - ............................... .......................................................... .................................................. .......................... . ....................................................... ... ..............................................................I........... ........._....... Schedule D(Form 990)2020 DAA Page 656 of 1598 65097150911/13f202f 8:26 PAA SCHEDULE O Supplemental Information to Form 990 or 990-EZ QMS NO.I W-0047 (Form 990 or 990-EZ) Complete to provide information for responses to Specific questions on �]O�O Form 990 or 990-EZ or to provide any additional information. L partment of the Treasury ►Attach to Form 990 or 990-EZ. Open t0 Public ._.cemalRevenueSerrir,9 ►Go to yyp Wdrs-90VIForm990forthe latest information. Name of the Inspection O1�ar'QOfi BOYNTONT BEACH FAITH BASED COMMfTNITY Employer id®ntie;cation number DEVELOPMENT CORPORATION 65-0971509 Form 990{ Part VI, Line llh - organ.ization's Process to Review Fora 990 ............. A COPY OF FORM 990 PROVIDED TO EACH BOARD MER PRIOR TO SUBMISSION. Farm 990 Part VI Line 19 - Governang..Documents Disclosure Explanation -..-rm...,9 ,................................ ....in FORM 990 ISAVAILABLE TO THE PUBLIC UPON REQUEST. ..-. . UES ... ...................................................... ................... ..--.......................--........- Form 990 Part XI bine 9 - Other Changes in Net Assets E lanation ...... ......5..................r........... .......................- ........-......... Prior Period Adjustment ........- ......................... .... ............ . .$,,940 i ............ ............................................................................ For Paperwork Reduction Act Notice,see the Instructions for Form 990 or 990- Z ppp ESchedule O(Form 990 or 9917 EZ)Mn Page 657 of 1598 r7 650971509 BOYNTON BEACH FAITH BASED COMMUNITY 11/13/2021 8:25 PM 65-0971509 Federal Asset Report FYE: 12131/2020 Form 990, Page I Asset Date Bus Sec Basis Descri tion In Service Cost % 179 Bonus for Deor PerConv Meth Poor Current Prior MACRS• I FURNITURE 6130/09 4,955 X 2,477 7 HY 204DB 2 COMPUTER 7/30/09 265 X 132 5 HY 20OD13 4,955265 0 3 FURNITURE 5/31/10 1,486 X 743 5 HY2001)13 1,486 4 SECURITY CAMERA 5/31110 450 X 225 3 HY 20ODB 450 0 7,156 F 3,577 7,156 0 Other Dot rec� 5 OFFICE IMPEOVMENT 7/01/14 2,644 2,644 3 MO SIL 6 FURNITUR 6/10/!5 1567 3 MQ SfL 2,5644 0 _ r F _ ___ 1,567 167 Total Other Depreciation 4 ]I '` —�' 0 .... 4,211 0 Total ACRS and Other Depreciation 4 211 4,211 4,211 0 Grand Totats 11,367 7,788 11,367 0 Less:Dispositions and Transfers 0 0 Less:Start-up/Org Expense 0 0 0 0 Net Grand Totals _ ..� 0 . m 0 11,367 7,788 11,367 0 I -- I 98 City of Boynton Beach Development Services 100 E.Ocean Ave. Boynton Beach,FL 33435-0190 MR x*AUT0**M1XED AADC 750 4 MAAD 1275609Ah5-A-1 171 1 HB 0.482 r�Irirllr[�I�ll�l�i'�Edlrgr"�IEE�E�trrE�III1�[Il��t"�ittll't� BOYNTON BEACH FAITH BASED COMMUNITY DEVELOPMENT CORP„ PO BOX 337 BOYNTON BEACH FL 33425-0337 Dear Boynton Beach Business and Property Owners: We appreciate your continued participation In supporting economic growth and viability of our City by maintaining your Certificate of Use and Occupancy&Local Business Tax. In accordance with Chapter 13 of the City of Boynton Beach Municipal Ordinance,the document(s) below must be posted in a Conspicuous place at your business or property. Should assistance be needed please contact the Development Services Department at(561)742-6350 or visit our website at www.boynton-beach.org. 40-DETACH THE DOCUMENT BELOW AND POST CONSPICUOUSLY AT YOUR PLACE OF BUSINESS �+ City of Boynton Beach Certificate of Use/Business Tax Receipt Expires on September 30, 2022 Business Control Number: 0014478 Business Name: Boynton Beach Faith Based Date Issued: 10195/21 Business Location: 2191 N Seacrest Blvd Any changes in name, address,suite, ownership,etc. will require a new application. G b I3S11 q` W.' ,{�i�5r5 G ,�s _L, d..�WElaf¢ :+'! "4-5: 22-00014969 561190 OFFICES EXECUTIVE&ADMINISTRATIVE NON PROFIT COMMUNITY DEVELOPMENT CORP City of Boynton Beach 100 E.Ocean Ave. • Boynton Beach, FL 33435-0190 Page 659 of 1598 DIVISION OF CONSUMER SERVICES .`' THE RxODES BUILDING (850)410 380Q 2005 APALACHEE PARKWAY G TALLAHASSEE, FLORIDA.32399-6500 FLORIDA DEPARTMENT OF AGRICULTURE AND CONSUMER SERVICES COMMISSIONER NICOLE"NIKKI" FRIED March 15, 2022 Refer To: CH12112 BOYNTON BEACH FAITH-BASED COMMUNITY DEVELOPMENT CORPORATION PO BOX 337 BOYNTON BEACH, FL 33425-0337 RE: BOYNTON BEACH FAITH-BASED COMMUNITY DEVELOPMENT CORPORATION REGISTRATION#: CH12112 EXPIRATION DATE: January 25, 2023 Dear Sir or Madam: The above-named organization/sponsor has complied with the registration requirements of Chapter 496, Florida Statutes, the Solicitation of Contributions Act, A COPY OF THIS LETTER SHOULD BE RETAINED FOR YOUR RECORDS. Every charitable organization or sponsor which is required to register under s. 496.405 must conspicuously display the registration number issued by the Department and in capital letters the following statement on every printed solicitation,written confirmation, receipt, or reminder of a contribution: "A COPY OF THE OFFICIAL REGISTRATION AND FINANCIAL INFORMATION MAY BE OBTAINED FROM THE DIVISION OF CONSUMER SERVICES BY CALLING TOLL-FREE (800-435- 7352) WITHIN THE STATE, REGISTRATION DOES NOT IMPLY ENDORSEMENT, APPROVAL, OR RECOMMENDATION BY THE STATE." The Solicitation of Contributions Act requires an annual renewal statement to be filed on or before the date of expiration of the previous registration. The Department will send a renewal package approximately 30 days prior to the date of expiration as shown above. Thank you for your cooperation. If we may be of further assistance, please contact the Solicitation of Contributions section. Sincerely, Keith Steverson Consumer Service Analyst 850-410-3833 Fax: 850-410-3804 E-mail: keith.steverson@fdacs.gov Page 660 of 1598 i i NATIONAL REGISTRY OF FOOD SAFETY PROFESSIONALSO i } CERTIFIES ` < < SHARON SCHERMER FREW HAS SUCCESSFULLY SATISFIED THE REQUIREMENTS FOR THE 3 ; s } FOOD SAFETY MANAGER ,R UNDER THE _ ! CONFERENCE FOR FOOD PROTECTION STANDARDS t � PRE-SIDENT: LAWRENCE J.LYNCH,CAE � as ISSUE DATE:OCT013ER 2,2-019 ExPIRATION DATE:OCTOBER 2,2024 . ,• CERTIFICATE NO:21630688 0656 TEST FORM:EZS46 6751 Forum I dvt,Shite 2.20,Orlando.FL 32$21 661 of 15 8 Y 1800)446-0257T,(407 35-3-3613 wwz,:NRFSP.com tnm rv.Ye da a �j Na,L[�naI.IZEuistzv of FoodsSafek�Fxoi�ssonats" IIII ........---- Y c wa w m m� a N 4 O 0 c 0 D e v e r` r a i as C •111 N d - q Q ❑ � L m L d C LUG tt c 1' L Q C p N LL N O ' m u m o t a o IL m .. _ d � g m LO o x d g ]# iLOfl O IL a L: o M- m....._h •o E $ LL s t rn ` C O a � ¢ c w �L q Q o m v " a ap LL. C cJ Q m r C q OI p E 61 m C N LL a a m a m `v v m a m r m 'C a rn� to C O C LL 7 CL m ❑ b p O O o 41LL U po [V N N m iaa d O m E �AR LO � w ; IMO O _ !A � m y EL d 0 .-0 O N n m st _ N r r r r N c a ® aO Olu u m 00 L 3 a ¢ J y N O oo 3 m W Ly. N N F m Giy a m 'b _ ad Est Q O LCI u N _ C3 ,a a O O m C 010'� U `m ci x m V TUp N M ' d d d w M Cc Ox m n U d § a 0 dd Odnxi 0=E m d d LLdCN r2nd rnm:_xE mr w.m. EmK = Wrm t a toO ` c _ taco c N Q- a � c 0 d am a d W m ood of 1598dm _n LL a m mro � Br: O Om 0LLd S o _000S oa ' t N Q W) Q W m i N N N 0 0 o N ry M fA fi m P: e,K.,,,a •, r r i r o o fin �n i } g C O Y O O O O d � G d a u o In 10 0 r g ooe M G C MLO M u; Iq C N N to x a O e O o, O i O O C f wV N tlf Q - O O O O 0 0 0 0 O O d O O OQ O 0 0 0 M O Q 0 t O O Q O o O o Q d O cl O O Q N o O O d t O a t Q _ O O 1I5 O A Qo fD N u] 14P N N s O M N N A �' I Ip 0 tq �'t � O ❑ q NCL 0 4 cn w a L3} m CL N. O CI u O y: m N C m N !L G W Ll m m tr y rn o w a E u�i V v m me `m c u d o m .0 g V ;c ro m e o b o k y .L m � c c m o ~,, o m C >, `o ,� o , N b fL c a c c s a 'N m vai i m 14 UL m c o �, m m y ¢ S o m c a a n O v-- m JIDI a maE xm m aaai U. rn _ _ a a m r ro a o Page 663 of 1598 eD - � � z ,sl lid .. gm m 1 • r a 3 .t CS_7 Y} O Li 1 y .wr. 7 ; Ln T: Lri s jr 1V ImE{� .12 Page 664 of 1598 h t a t 1 `tlr e Sherry: Heard about the good work you are doing to help seniors in the Heart of Boynton. k This anonymous donation is given in LOVE u and this gift to the Boynton Beach Faith Based CDC should only be used to support your senior meals program (no administrative or payroll). I am a Facebook follower, so please post photos of the impact this donation is making. Thank you I : 40" ge 665 of 1598 _ 6 �,} _r THE t �� FOUNDATION "THE FUTURE i3ELONGS TO THOSE WHO PREPARE FOR IT' June 18, 2021 Board of Directors Ms, Keturah Joseph Executive Director { Jan Moran Boynton Beach Faith Based Community Development Corporation 1 Chairman and President 2191 N Seacrest Boulevard I Founding Director Boynton Beach, FI_33425 l Dear Ms. Joseph: Tom Blanton Assistant Treasurer On behalf of The Jim Moran Foundation, enclosed is a COVID response grant in the amount of Founding Director $40,000.00 to support the continuation of the Family Strengthening Program to help provide counseling and navigation for access to Federal relief funding through!a dedicated, full-time case manager. Our grant is based on the current status of Boynton Beach Faith Based Community Mel ini P esiurgesdent Development Corporation as a public charity under sections 501(c)(3)jand 509(a)(1)or 509(a)(2). Consequently, Assistant secretary should there be any change t4 your tax status, you areirequired to notify Founding Director The Foundation immediately. I Executive Director We understand the importance of creating cause awareness, as well as acknowledging partnerships invested in serving our community. Should this grant generate an announcement or Susan Eccher recognition (i.e., press release, print or e-newsletter, logo usage, sociai media, etc.), Treasurer The Foundation respectfully rewires Prior review and written aorroval In such mentions, please Director refer to us as The Jim Moran Foundation. Far further assistance with your communications, or to begin the review and approval process, please contact Ilisa F'inkelman at 954-363-5550 or ifisa.finkelman �jimmoranfoundatian.or . Iry Ki fin _ ,,, Director Please sign and return this letter of commitment to me confirming that6oynton Beach Faith Based Community Development Corporation will comply with The Jim MoranFoundation's funding allocation and communications requirements. Lucia Lopez Secretary The Foundation's mission is to improve the quality of life for the youth Ond families of Florida Di+ector through the support of innovative programs and opportunities that meet the ever-changing needs of the community. With this grant, we recognize the positive impact you ire making by helping Michael G.Neam,M.D. struggling individuals and families remain in their homes. i Director Sincerely, Melvin T.Stith,Ph.D. I Founding Director Attachment ---------------------------- In accordance with The Jim Moran Foundation, Inc.'s funding and communications requirements stated above, Boynton Beach Faith Based Community Development Corporation agrees to utilize In Memory of the$45 D;,, 00 grant for the Family Strengthening Program. In addition, periodic updates and .Jim Moran imrGfYJo 1 will be provided as requested by The Jim Moran Fou dation. Founder ,r'4 1918-2007 i E Keturaph, Boyaton Beach Faith Based Community Development Corporation cc: Courtney Cain, Board Chair I � TF G Sherry Johnson, Social Service Director TH FouNDATTONi 100 JIM MORAN BOULEVARD, DEERFIELD BEACH, FLORIDA 33442 o,osF°wko Phone: 954 429 2122 Fax: 954 363 6801 www,jirnmorantoundatiop.org ry ee ron z �._. __.. 2ff ANNIVERSARY Page 666 of 1598 i W" t-1 ` a. �X �Y LO Aa co �, u [ I, Y F- d J C4 Ql ii O I rs EE Lr?ru I (F Ln r �t a jr ca O bit O �} Z r \ tlaj J m O Z r, 4j!0 4j cI] O rol ® � a� O �Y ❑ I 4 Z W ' OCD o Fl nr Z 0 u Z 0 ❑ H w I 2 01 0, LU ILL = OcrI t Page 667 of 1598 1� P= f•; m ce C� Tt %J v7 9 U., Q N CO o 9A_ o CD �I Ln. a . It. J I �1 us t F F p. @ I p L lJ"I L 541 9� 44 CQ 3 ru Ln I o(, ! tY Z CD in It F co I : a w _ a ,. z it U): w .16; .�. O a) �I x ti a � . x i 14, jI r L W0 It aoQ LL. . } ary Page 668 of 1598 THE A!, "25- g2Z�PA FOUNDATION AA "THE FUTURE BELONGS TO THOSE WHO PREPARE FOR IT." August 9, 2021 Board of Directors Ms. ISeturah Joseph Executive Director Jan Moran Chairmen and President Boynton Beach Faith Based Community Development Corporation Founding Director 2191 N. Seacrest Boulevard Boynton Beach, FL 33425 Tom Blanton Dear Ms. Joseph- Assistaot Treasurer Founding Director Thank- you for Boynton Beach� Faith Based Corniir unity Development C.orporation's impact report for the Senior Care Program. In keeping with the grant agreement, Melanie Burgess enclosed is a check in the amount of$50,000.00 which represents our second and Vice President final payment according to the attached budget and expected outcomes. Assistant Secretary Executing Director Our funding is based on the current status of Boynton Beach Faith Based Community Executive Direcfor 9 y Development Corporation as a public charity under sections 501(c)(3) and 509(a)(1) or 509(a)(2). Consequently, should there be any change to your tax status, you are Susan Etcher required to notify The Foundation immediately. It is also necessary to contact us with Treasurer any potential adjustments in program delivery from what wasp resented and approved Director during the grant application process to determine if there are funding implications. As a reminder, should this grant generate an announcement or recognition Director Iry le (i.e., press release, print or e-newsletter, logo usage, social media, etc.), D The Foundation respectfully re kfires prior review and written a pproval. In such mentions, please refer to us as The Jim Moran Foundation. For further assistance Lucia Lopez with your communications, or to begin the review and approval process, please secretw contact Ilisa Finkelman at 954-363-5550 or ilisa.finkelMAD s&mmoranfoundation.ore. Director The Foundation's mission is to improve the quality of life for the youth and families of Florida through'the support of innovative programs and opportunities that meet the Michael G.Neem,M.D. ever-changing needs of the community. With this grant, we recognize the positive Director g g y. impact you are making by providing seniors living in the Heart of Boynton Beach with engagement, social services, and resources to help them remain independent in Melvin T.Stith,Ph.D. their homes. Founding Director Sincerely, r In Memory of Jim Moran JMMImb Founder Enclosures 1918-2007 cc: Courtney Cain, Board Chair Sherry Johnson, Social Service Director _.��.. fk �FOUNDATION 100 JIM MORAN BOULEVARD, DEERFIELD BEACH, FLORIDA 33442 TUSGH o 9R66 Fq � F-Po A Phone: 954 429 2122 Fax: 954 363 6801 www.jimmcranfoundation.org Pag�llrlRRY598 THE WELONGINTROSE FOUNDATION "'r�[E F��TURE WHO PREPARE FOR !t" Organization: Boynton Beach Faith Based Community Development Corporation Program fume:Senior Care Program Current Grant Year:Year 2 Grant Period Start Date: 08/01/2021 Grant Period End Date: 07/31/2022 Program Budget Line item T.iMF Approved Funds d3thier Funds Total Budge Senior Care Coordinator PT $17,000.00 $10,900.00 $27,900.00 Honey Do (2) PT $20,000.00 $14,500.00 $34,500.00 FICA&Benefits $4,700.00 $1,943.00 $6,643.00 Office Supplies ink, paper, $500.00 $500.00 file folders,postage $1,000.00 Computer/Tablets & $0.00 $11,800.00 software $11,800.00 Special Dietary 2 Meals/wk @$4/ meal x 155$0.00 $14,367. 110 seniors for 4 month $ 4,367.55 Incl Chef&'Food Social Activities-funeral repast,flowers, Holiday Flowers,Virtual &Drive-by Events incl cakes,cards, $5,000.00 $1,000.00 $6,000.00 flowers &professional events facilitators$500 mo Travel &Transportation $21 wkly fuel $1,100.00 $0.00 $1,100.00 Financial Support- medical equipment rental, funeral repast,flowers, $1,200.00 $5,000.00 special necessities, $6,200.00 Thanksgiving baskets, Holiday Flowers Produce-Oranges& Sweet potatoes $0.00 $47,360.00 $47,360.00 Page 670 of 1598 TIM �0 �')FOUNDAUON "THE FUTURE BELONGS To THGEE WHO P13EPAFIE F13R ITT Indirect casts for Insurance,Utilities,Office $0.00 $6,000.00 $6,00o.a0 Rent Grant Writing & Compliance Reporting $O.OD $5,000.00 $5,000.00 Professional Fee Tech to program internet & $500.00 $1,200.00 $1,700.00 software for ea senior Pantry Grocery Deliveries, .$0-00 Thanksgiving Baskets $12,000.00 $12,000.00 $50,000.00 $131,570.55 $181,570.55 Page 671 of 1598 THE FOUNDATION *1RE F UITURE, _BELONGS TO THOSE WHO PREPARE FOR !T." Organization: Boynton Beach Faith Based Community Development Corporation Program Name: Senior Care Program Current Grant Year, Year 2 Grant Period Start Date: 08/01/2021 Grant Period End Date: 07/31/2022 Target Papulation Statement Approximately 137 low-income, frail, disabled and/or alone seniors, ages 70 and above, living in the Heart of Boynton Beach. Common Goals Common Goal 1 -Seniors will remain independent_ How will this goal be measured? Maintaining an excel data bases and pre and post survey of needs, #of computers/tablets purchased #of Internet access applications approved and service paid for 1 year #viral sign4ns showing participation in viral social activities #of participants with on-line portal access to viral doctors appointments #that left,program and reason: moved, institutional care, transitioned (deceased), age and#of years in program Projected number to be served 137 Number who will achieve this goal 137 Common Goal 2 -Seniors will have improved food security. How will this goal be measured? Excel data base indicating date of application, success and amount (client files serve as back up) #of participants in creating on-line shopping opportunities #of participants receiving Sweet Potatoes & Oranges and Bananas Page 672 of 1598 THE FOUNDATION "TKE FUTURE RELON65 TO THOSE W140 PREPARE FOR W #of curbside pick ups and deliveries by volunteers #of holiday food baskets provided Projected number to be served 137 Number who will achieve this goat 137 Page 673 of 1598 April 4"2022 b •'t� L t !Y Hea iii er Boynton Beach Boynton Beach Faith Based Community Development Corporation, Inc. Attention: Sherry Johnson Address: 2191 N.Seacrest Blvd Boynton Beach, FL 33435 RE: Fiscal Year 2022 Healthier Boynton Beach Mini Grant Award Letter Dear Ms.Johnson, We are pleased to inform you that Healthier Boynton Beach has selected your mini grant project proposal for our 2022 fiscal year. Your organization will be awarded the amount of$4,000.00.The funds will be disbursed in one payment in May 2022. The goal of the Mini-Grant opportunity is to engage the Boynton Beach community in creating innovative approaches to improve health outcomes for family caregivers.The funds made available through the mini-grants will allow local organizations to obtain the needed funds to pilot ideas that will improve our collective community health in one of three focus areas: 1. Promote awareness of family caregiving 2. Provide education to improve access to services and support 3. Promote health and wellness of family caregivers Please Confirm that you can/will meet the Healthier Boynton Beach Mini Grant Guidelines by attesting to the following; Your Project primarily targets those in the Boynton Beach community (33435 zip code area). Your organization is a local business, civic organization, not-for-profit 501 (c) (3) or you are partnering with one to receive funding. (The check will be written to that organization) You will be present for the awards announcement in May 2022. You will participate in Healthier Boynton Beach activities/events and like social media pages(Facebook& Instagram) You will provide a calendar and/or dates of project activities by May 1St 2022 You will provide a Final Report including Impact, Outcomes,Success and Challenges. Pre and post surveys should be a part of your report. Be sure to include photos to share on Healthier Boynton Beach website/social media. Due Date for report December 31"2022. Payment will be made within 30 days of receipt of the signed letter agreement. Please contact Ricky Petty at (561) 635-8785 or via email at rick htp.b.c.orR with any questions you have regarding HBB's mini grant guidelines. Your service to the Boynton Beach community is appreciated, and we are happy to support the great work you provide. Thank you for your partnership! Sherry Johnson - Frew, Social Service Director Printed Name Title Date April 20,2022 ' Signature Page 674 of 1598 I J fDATE 5/12/2022 PAY o A E Boynton Beach Faith Based Community_ Development i w 30., 000. 00 Corporation Thirty thousand and 00 _700 DOLLW :� .. D It NORTHERN TRUST � v tf1iF lidRIMEHH R1t1�5"E'� {u, Senior Sud ort discretionar t ; On behalf of The Jim Moran Foundation, I am happy to enclose a discretionary grant in the amount 'Porn Blanton of$30,000.00 for the Senior Support Program to help elderly residents of Boynton Beach remain in Assistant Treasurer their homes or secure safe housing Once the funds are expended, please provide us with the ,-allnfmv Oftr^o: number of seniors who were provided assistance through this greint. Our funding is based on the current status of Boynton Beach with Based Cornmunity Development Melanie Barg'e$s Corporation as a public charity under sections 501(c)(3)and 509(a)(1) or 509(a)(2). Consequently. Y/cepwlolenr should there be any change to your tax status, you are required to notify The Foundation Assistant Sectary immediately. bounding Dirwtor &Oaotie`eDirector We understand the importance of creating cause awareness, as well as acknowledging partnerships invested in serving our community. Should this grant generate an announcement or recognition (i.e., press release, print or e-newsletter, logo usage, social media, etc.), Susan Eccher The Foundation respectfully reouires prior review and written approval, In such mentions, please Treasurer refer to us as The Jim Moran Foundation. For further assistance with your communications, or to Director begin the review and approval process, please contact Ilisa Finkelman at 954-363-5550 or ilisa.finkeimanlimmoranfo undationoro. Iry Kiftin Please sign and return this letter of commitment to me confirming that Boynton Beach Faith Based Director Community Development Corporation will comply with The Jim Moran Foundation's funding allocation and communications requirements. ez The Foundation's mission is to improve the quality of life for the youth and families of Florida ��Secrecia ptary through the support of innovative programs and opportunities that meet the ever-changing needs of Director the community. With this grant, we recognize the positive impact you are making by providing financial assistance, case management and connections to resources to help prevent senior homelessness. aaam,�F .�ertcer�ly 4 �rdL7�l �\ 4 t r�t i t tI i'l� ss{7f) tltit'�t`)\s}It( s�7{7t}�r rt 4}ysJlt i z7r zt rt 4 v x � 1 4 t Z � ! ax « .r - r . fundiing and comrnunjcat ons�equ��emen�� ity ®reavelopment Corp oraiAon agrees tr u its � ,� ,� !zl aid nw'perloft. updates and 4l'''P1pam t epv 'Drm t t, 44„ �l��trr , -� n 4 Page 675 of 1598 Moskowitz F01M4. A Non--Profit Charitable Organization 21900 Norwalk Blvd.,Hawaiian Gardens,CA go716 Tel(562)384-6068 Fax(562)421-6096 November 12, 2021 Boynton Beach Faith Based Community Dev. Corp. Atn:Sharon Johnson-Frew, 2191 North Seacrest Blvd. Boynton Beach, FL 33435 Dear Ms. Johnson-Frew, The Irving Moskowitz Foundation is pleased to make a donation of$2,500.00 to the Boynton Beach CDG to be used towards its ongoing Elder Care and Family en pr ram within the heart of Boynton's Elderly community. Please send a receipt to the above address for the enclosed - _'ck#44 n -: indicate that no goods or services were given in consideration for this donation. Sincer y, �j rye Hirsch President LH/ds 1 „ IMF 21-057 a e Page 676 of 1598 PRI1857736: 009-0N1HHEQ-.,,Pynton Beach Community Faith BaseO-','om-rnunq,1Dev.... Pagel of3 Florida A., W Requisition No. PRI1857736 Issued an Sun,16 Aug,2021 Created on Sun,15 Aug,2021 by Renita Hayes Supplier. Bnynton Beach Falth-Based Community Dev.Corp. 2191 N Seacrest Blvd Boynton Beach,FL 33435 United States Phone:1561-752-0303 Fax:1661-244-5M Contact Keturah Joseph Ship To: Bill To- DOH-Office of Minority Health and Health Equity DOH-Office of Minority Health 4052 Bald Cypress Way 4052 Bald cypress Way.Bin OA-25 Suite 325 Tallahassee,FL 32398-1725 Tallahassee,FL 32399-1734 United States United States Deliver To: Entity Description:Department of Health Renita Hayes Organization Code.64673230000 Object Code:000000-780000 Expansion Option:El Exemption Staius:-No Exemption Reason?: Fiscal Year Indicator.2022 PQ End Date:Thu,30 Jun,2022 PO Start Date:Thu,16 Sep,2021 Item Description Part Number Unit Qty Need By Unit Price Extended Amount 1 MONTHLY:Provision of providing services to.- each 65,000 None $1,00900 USD $65,000.00000 USD MONTHLY:ProvIslon of providing services to Increase the awareness.education and referrals around Pre-exposure prophylaxis(PrEP) among the key priority populations for the Florida Department of Health(Department).Contractor will provide these services to the Department. The resuling contract is subject to renewal per s-287.067(13),F.S-The estimated contract renewal period is up to four years. September$6,909.1 D October$5,909.10 November$6,909-10 December$5,909.10 January$5.909.10 February$5,09-10 March:$5.909.10 April:$6.909.10 May:$5,909.10 June:$5,909.10 Order. Order No-1391394F PunrhOut Ship To Code:6480-5-146 MyGreenFlorida Content N Recycled Content?:N Purchase Order Type: Shipping Method:Best My FOB Code:INC-best https.//buyer.my-floridamarketplace.com/Buyer/render/j-ySgYZSYGG8K 9/16/2021 Page 677 of 1598 f `PRI.1857736: 009- OMHHE�pynton Beach Community Faith Based ^Ommumty Dev.... Page 2 of 3 FOB Code Description:Destination freight paid by vendor and included in price,Title passes upon receipt.Vendor fifes any claims. Terms and Conditions:htip:lldms.myflorida_comlmfmp Po TC P Card Order?:No Total $65,000.00000 USD Status: Ordered . Approvals Required statusasn�n Approver Ap �ted By Date Required Approved System Supervisor Walter Niles-Minority Walter Niles-Minority Mon, i approval is required Health iHealth Sep, for requisition 12021 Required Approved IMust approve based 16480: Legal Approver Jennifer Lewis-OGC Wed, ('an total commodity 15 . II.amount 1 �202_> . Required Approved ,6480: Budget fi480, Budget Approver Evelyn Ballester Thu, 16 Approver must n.... Sep, approve. I, 2021 y.,._v �,� �.. �m Required Approved Carolyn Afbaugh- �Carolyn Albaugh- Thu, 16 Budget and Revenue Budget and Revenue Sep, I'; Management 1 Management 2021 11 Required Approved 6480. Purchasing 6480. Purchasing Office Katrina Ferguson iThu, 16 Office Gatekeeper Gatekeeper Sep must approve. 2029 Required Approved FLAIR IntegrationFLAIRIntegration FLAIR[ntegration 11u, 16 iSep -- . 2029 Requisition Comments w Renita Hayes,09/13/2029: Contact person:Renita W.Hayes;ren€ta.hayes@ttheatth.gov;850-617-5898 The state Florida's performance and obtigation to pay under this Contract is Contingent upon an annual appropriation by the legislature. To be paid monthly In arrears upon receipt of an approved itemized invoice. THIS PURCHASE ORDER IS ISSUED SUBJECT TO THE TERMS,CONDITIONS AND SPECIFICATION INCLUDED IN THE ABOVE TERM CONTRACT. TERMS AND CONDITIONS:THIS ORDER IS PLACED PURSUANT TO THE REFERENCED STATE CONTRACT,SOLICITATION OR OTHER CONTRACT NUMBER AND EXECUTED WITH THE VALID DATES OF SAID STATE CONTRACT.NO OTHER TERMS AND CONDITIONS SHALL APPLY EXCEPT AS STATED IN THIS ORDER OR SPECIFICALLY REFERENCED HEREIN. TERM ENDING DATE IS YOUR NOTICE OF EXPIRATION OF OUR CONTRACTUAL OBLIGATION. Do not urdlaterally substitute items,alter schedules,increase prices,or add,delete or amend terms and conditions. If unable or unwilling to process the order as written,contact person whose name and telephone number appears In the comments of this direct order.(Renita Hayes, Mon,13 Sep,2021) Requisition Attachments e ATTACHMENT by Renita Hayes on Sunday,August 15,2021 at 5.90 PM DOH Terms and Conditions 1-27 2021.pdf(128618 bytes) https://buyer.myfloridamaTkelplace.com/Buyer/render/.TYS8YZSYGG8K 9/15/2021 Page 678 of 1598 i PRI 1857736:049- OIMHHEpynton Beach Community Faith Based 'bmraUm . Dew.... Wage 3 of 3 • ATTACHMENT by Renits Hayes on Saturday,September 11,2021 at 2.11 PM HIV 21-22 HER.pdf(79005 bytes) • ATTACHMENT by Renita Hayes an Saturday,September 11,2021 at 2.15 PM Boynton Beach Faith Based Comm_Dev_Corp.-Cost Analysis-i.doox(20644 bytes) • ATTACHMEW by Benita Hayes on Saturday,September 11,2021 at 2:12 PM SOVV21-356 Flnal.pdf(156778 bytes) • ATTACHMENT by Renfta Hayes on Saturday,September 11,2021 at 214 PM $PrEP Budget 2021-22 EHE Budget Form 6-16-27.pdf(158156 bytes) • ATTACHMENT by Renita Hayes on Monday,September 13,2021 at 5:33 PM Boynton Beach Faith Based.-10 months Invoice Pricing 8.24,21,doex(15207 bytes) https://buyer.myfloridamarketplace.com/Buyer/render/JYS8YZSYGG8K 9/15/2021 Page 679 of 1598 i s ✓ Monthly Pricing; for their Invoices Boynton Beach Faith Based Community Development Corporation Total Award: $65,000.00 Monthly Payment: (Settlement) August $ 5,909.00 September $27954.55 (0910112021-09/1512021 ) Monthly Payment (10 Months) September $ 2,954,55 (0911612021 ) October $ 5,909.10 November $ 5,909.10 December $ 5,909.10 January $ 5,909.10 February $ 5,909.10 March: $ 5,909.10 April: $ 5,909.10 May: $ 5,909.10 June: $ 5,909.10 Page 680 of 1598 Boynton Beach Faith-Based Community Development r 6 The Faith Based CDC fFBCDQ is a 5O16 organization created in 1999 to promote fina 1 tial revitalization of the community thru business and real estate ownership,provision of services,hom kownership and improvement, by increasing homeownership opportunities,and develop and sustain artnerships to ensure that development is streamlined and resources are put to the most efficient use,increase homeownership with in-fill housing to reduce slum,blight,&crime,improve and increase the delivery of social services to the residents of the Heart of Boynton neighborhood JOB DESCRIPTIONS Executive Director I Annual Salary,Full-time position $65,000-$110,000 depending on experience 1 L Accountability r. A.The Executive Director is responsible to the Board of Directors for all activities related to the management, administration and operation of the Organization's programs and services,in accordancelwith the bylaws of the Organization. B.The responsibilities and compensation for the position of Executive Director are established by the Board of Directors and included in a written contract signed by the Executive Director. il. Responsibilities A.Administrative 1.The Executive Director oversees the administrative operations of the organization,including the day-to-day operation of the office,correspondence,and the development and maintenance of files and records. 2.The Executive Director recruits,trains,supervises and evaluates all paid staff(and volunteer staff as necessary in the absence of a volunteer coordinator).Job descriptions and salary ranges are subject to board approval and budget constraints.Any position not provided for;within the approved budget is subject to board approval prior to the hiring of any individual to fill tha�position. Otherwise,the hiring of any paid staff member is the responsibility of the Execu�jjlive Director,and all staff and volunteers report directly to the Executive Director unless otherwise stipulated. 3.The releasing of any employee after all policies and procedures for resolution�as been exhausted is at the discretion of the Executive Director.The Executive Director shall appro all compensation packages with the Board of Directors and any legal opinion required by the boar prior to termination. i E 4.The Executive Director recruit's representatives to serve on the Board of Direaors;oversees maintenance of meeting minutes and records of service;prepares agendas for monthly,annual,and special meetings;prepares Executive Director's reports and related correspondei{'ce;and prepares notices of termination of service as determined by policies set by the Board of Directors. 2191 N Seacrest Blvd Post Office Box 337 Boynton Beach,FL 33425 Phone: 561-752-0303 Fax: 561-244-5046 www.bo,=ntonheachcda or_,&www.heartofboYntonassistanaa.ora E I a. f n a....... E Page 681 of 1598 i I i 5.The Executive Director recruits'representatives to serve on the Advisory Com ittee, prepares agendas for committee meetings,oversees maintenance of meeting minutes an records of service, and performs other related responsibilities as determined by policies set by the I`oard of Directors. 6.The Executive Director works with the Treasurer and any financial or budget committee to develop the annual budget for the organization prior to the beginning of each fiscal year, levelops an annual fundraising strategy with the Board that assures adequate revenue to sustain operation of the organization,ensures proper fiscal accounting and controls in accordance with t ;e guidelines of funding sources and with sound accounting practices,and maintains the fiscal s vency of the organization. B.Coordinative 1.The Executive Director coordinates with other nonprofit and for-profit organi 'tions,government agencies,businesses,and other entities regarding the mission and activities of tF a organization. 2.The Executive Director maintains a multi-disciplinary working relationship witl local,county, regional,and state agencies to develop and support programs,legislation,and ci Elaborative activities that are consistent with the mission of the Organization and further its goals ant objectives. 3.The Executive Director promotes cooperation among the member congregati ns of the organization through participation in the programs and activities of the organiza ion. C.Programmatic 1.The Executive Director oversees the development and implementation of therograms of the organization,according to the guidelines established by the Board of Directors. 2.The Executive Director oversees the planning,coordination,and evaluation of,all fundraising and other events sponsored by the organization. 3.The Executive Director reports periodically to the Board of Directors on the functional and financial status of all programs,program initiatives and program planning,and presents a written year-end report to the Board at the annual meeting of the organization. I' D.Developmental j 1.The Executive Director oversees planning and development of individual progjrams and budgets, implementation of programs,and grant preparation,compliance,and reporting]and develops program evaluation and tracking procedures with staff,working collaboratively with the program director and relevant staff and/or volunteers. I' 2.The Executive Director works with the Board of Directors and the Advisory CoMmittee in the areas of strategic planning and board development to provide for long-range planniniand visioning for the organization,including assessment of programs in partnership with staff memb�rs and the Board of Directors. 3.The Executive Director ensures that the personnel policies of the organization are adhered to in all hiring and employment practices,proposes changes in policy to the Board of Dijectors,and provides for staff development activities that upgrade employee skills and motivate performance. 4.The Executive Director research new funding sources,supervises donor campaigns and fundraising events,and meets with funders and prospective donors in collaboration with Board members and marketing staff. E.Public Information and Outreach 1.The Executive Director serves as the spokesperson for the organization,is the primary point of contact for the organization with the media,and reviews and approves all infor�ational materials 2191 N Seacrest Blvd Post office Box 337 Boynton Beach,FL 33425 Phone: 561-752-0303 Fax: 561-2445046 www.bayntonbeachcdc-ara&wwyr.heartofbo,ntonassistance or= F i Page 682 of 1598 I' related to the organization and its activities prior to their distribution or publicat on,including press releases,newsletters,brochures,and reports 2.The Executive Director oversees the development,updating and distribution of publications and public information materials on the mission, programs,and activities of the orga ization. 3.The Executive Director oversees the presentation of information on the organ `ation and its programs and activities to interested groups and organizations. Qualifications: • Transparent and high integrity leadership • Advanced degree,five or more years senior nonprofit management experience • Solid,hands-on,budget management skills,including budget preparation,an`lysis,decision- making,and reporting. • Strong organizational abilities including planning,delegating,program development and task facilitation. • Ability to convey a vision of the Boynton Beach Faith Based CDC, Inc:s strategic future to staff, board,volunteers and donors. T • Knowledge of fundraising strategies and donor relations unique to nonprofit�ector,excellent grant writing skills • Skills to collaborate with and motivate board members and other volunteers.' • Strong written and oral communication skills • Ability to interface and engage diverse volunteer and donor groups. • Demonstrated ability to oversee and collaborate with staff. • Strong public speaking ability E • Knowledge,Experience,or Background in Construction and Housing Development E The FBCDC is an equal opportunity employer and does not discriminate anyone because of their race, color, religion, sex (including gender idJutity, sexual orientation, and pregnancy), national origin, age (40 or older),;disability or genetic information. 2191 N Seacrest Blvd Post Office Sox 337 Boynton Beach,FL 334251 Phone: 551-752-0303 Fax: 561-244-5046 www.bo ntonbeachedc.or &www.heartofbo nton ssistance or i I: Page 683 of 1598 ,i Keturah T. Joseph 846 Gazetta Way,West Palm Beach,FL 33413 ` Home Phone:(561)228-1.143 Cell:(561)309-8084 Email:kjosephl6@gmail.com f Professional Profile ■ Over 26 years of management experience within diverse environments Seasoned affordable housing professional • Over 25 years of experience in developing,planning,implementing and directing"housing and community development programs • Over 21 years of real estate sales experience • In-depth knowledge of federal regulations of CDBG, HOME,NSP and State(SHIP)housing programs ■ Able to effectively and positively deal with government officials as well as private clients and consultants ■ Sound knowledge of mortgage lending criteria and experience in credit analysis, end underwriting ■ Solution-focused and results driven with prove ability to meet programmatic and udgetary requirements ■ Strong leadership,organizational and communication skills PROFESSIONAL EXPERIENCE 2005 -Present Executive Director Boynton Beach, FL Boynton Beach Faith Based Community Development Corp Position entails managing every aspect of the operations of two non-profit comm6ty development organizations. Provide project planning and real estate development assl�tance with a primary focus on community redevelopment in low and moderate income neighborhoods. Developed, launched and manage the City of Boynton's NSP program that involves property!analysis and acquisition, rehabilitation and resale. Oversees the agency's first-time home buy�rs program. Licensed Real Estate Sales Agent West Wm Beach,FL 20+years of real estate sales and development experience, including contract negotiations. Interact with sellers, lending professionals, attorneys and appraisers to negotiate real estate sales. Facilitate total sales process from inception to closing providing continual b1low up to all parties to ensure timely closings. 1999-2008 Manager Palm Beach County Department of Housing R Community Dev. West Palm Beach, FL f Managed the County's Affordable Housing programs that assisted more than 200 families annually. Responsibilities included development, coordination and implementation of all affordable housing programs and policies.Administered State$10 million SHIP, and Federal HOME$3 million housing program funding. Served as resource person to for-profs and non-profit housing developers,public housing authorities and other non-profit organizations. Reviewed all funding requests, recommended funding approval or denial. Served as compliance manager ensuring conformity with state,federal and county regulations_Acted as liaison with auditors, monitors and other regulatory agencies. Supervised staff of 15. Keturah l"Joseph Page 684 of 1598 i 1 Professional Experience Page Two 1998-1999 Program Manager Lake Worth r'I FL 9 9 Lake Worth Community Development Corporation Developed, directed and managed the agency's affordable housing program. Prov,$ded technical assistance to applicants,conducted homebuyers workshops, reviewed clients'application to determine program eligibility creditworthiness. Identified, evaluated, negotiated acid recommend vacant land for purchase.Worked with lending agencies to secure public and priva,l:e mortgage funding for applicants. 1996-1998 Residential Lending Consuttant West P 'irn Beach,FL Community Financing Consortium Developed relationships with clients, housing officials, real estate professionals and community partners to cultivate new business opportunities and maintain productive relations.`ips. Reviewed clients'financial documents, budget and credit to determine creditworthiness. Ne otiated, originated and structured loans. Interacted with community partners to induce and increase productivity. 1995—1998 Area Director South Bay, FL Centro Campesino Farmworker Center,Inc. Managed the day to day operation of the Glades area office. Duties included site acquisition, construction supervision and management, contract negotiation and financing of the agency's affordable housing program in a tri-city area. Created special partnerships with financial institutions, community development corporations and government agencies to provide reduced cost mortgage loans and subordinate debt and equity to non-traditional home buyers_Ensured compliance with grant program funding. Supervised all housing program staff. 1990—19966 is Program Director Belle Glade,FL NOAH Development Corporation Managed every aspect of the organization that included all management decision, program development and implementation, developed operational budget and overall operations. Managed staff of 21. E EDUCATION Pursuing dual MBA and MPA degrees at Nova South Eastern University, Ft Laud 1,rdaie, Florida Bachelor of Business Administration Florida Atlantic University, Soca Raton Florida Gold Coast School of Real Estate, Licensed Real Estate Agent References furnished upon request Page 685 of 1598 � t ! E i9� Boynton Beach Faith-Based WIN i -, Community Development Corporation, Inc.;: The Faith Based CDC(FBCDC)is a 501c3 organization created in 1999 to promote financial re italization of the community thru business and real estate ownership,provision of services,homeownership ad improvement,by increasing homeownership opportunities,and develop and sustain partnerships to ensure that development is streamlined and resources are put to the most efficient use,increase homeownership with infill housing to reduce slum,blight,&crime,improve and increase the delivery of social services to the residents of the Heart of Boynton neighborhood. Job Description ` Administrative Assistant Annual salary,full-time position.tbd on experience E I.Accountability A.The Administrative Assistant is responsible to the Executive Director for all activities related to the management, administration and operation of the organization's programs and services,in accordance with the!bylaws of the organization. B.The responsibilities and compensation forthe position of Administrative Assistant are established by the Board of Directors and included in a written contract signed by the Administrative Assistant. 11. Responsibilities A.Administrative i 1.The Administrative Assistant assists the Executive Director with the administrative operations of the organization, including the day-to-day operation of the office,correspondence,and the development and maintenance of files and records. 2.The Administrative Assistant helps in the preparation of all documents, maintenance of all files required in the recruitment,training,supervision,and evaluation all paid staff(and volunteer staff as neyessary in the absence of a volunteer coordinator). 3.The Administrative Assistant assists the Executive Director with maintenance of meeting minutes and records of service; prepares agendas for monthly,annual,and special meetings;prepares reports ad related correspondence; and prepares notices of termination of service as determined by policies set by the Boar of Directors. 4.The Administrative Assistant works with the Program Directors,Grant Writing,Treasur.pr,and Executive Director in the preparation of any financial budgets to develop the annual budget forthe organization priorto the beginning of each fiscal year. S.The Administrative Assistant assists with fundraising events and strategies with the Board as requested. B.Coordinative 1.The Administrative Assistant coordinates with other nonprofit and for-profit organizations,government agencies, businesses,and other entities regarding the mission and activities of the organization. 2.The Administrative Assistant maintains a mufti-disciplinary working relationship with ldcal,county,regional,and state agencies to develop and support programs, legislation,and collaborative activities that are consistent with the mission of the organization and further its goals and objectives. 3.The Administrative Assistant promotes cooperation among the staff and various progroms of the organization through participation in the programs and activities of the organization. 2191 N Seacrest Blvd Post Office Box 337 Boynton Beach,FL 33425. Phone: 561-752«0303 Fax: 561-214-5046 www.bgyntonbgaphcdr,.or_q_&www.heartofbQYntonassistanc@.or i Page 686 of 1598 I C. Programmatic 1.The Administrative Assistant assists the Executive Director with the development and h-Tiplementation of the programs of the organization,according to the guidelines established by the Board of Directors. 2.The Administrative Assistant assists the Executive Director with the planning,coordination,accounting;and logistics of all fundraising and other events sponsored by the organization_ 3.The Administrative Assistant reports periodically to the Executive Director on the functional and financial status of all programs,program initiatives and program planning,and assists with a written year-e'rid report to the with the Executive Director at the annual meeting of the organization. f 3 t 1 2191 N Seacrest Blvd Post office Box 337 Boynton Beach, FL 33425; Phone. 581-752-0303 Fax: 561-244-5046 ! www.bovntonbeachcdc.oEg A ww w.heartofboyntonassistance.org Page 687 of 1598 i D. Developmental 1.The Administrative Assistant assists the Executive Director with planning and development of individual programs and budgets,implementation of programs,and grant preparation,compliance,and repoti ing,and develops program evaluation and tracking procedures with staff,working collaboratively with the program erector and relevant staff and/or volunteers. 2.The Administrative Assistant works with the Executive Director in the areas of strategi ;planning and board development to provide for long-range planning and visioning for the organization,inclu fig assessment of programs in partnership with staff members and the Board of Directors. i. 3.The Administrative Assistant maintains all personnel files and ensures that the policies of the organization are adhered to in all hiring and employment practices,suggest changes in policyto the Executive Director Board approval, and recommendations to the Executive Director for staff development activities that upoade employee skills and motivate performance. I A.The Administrative Assistant assists the Executive Director with all donor campaigns a .d fundraising events. I E. Public information and Outreach 1.The Administrative Assistant maintains all records of the organization,serves as a liais�n of the organization and the executive director as a point of contact for the organization with the media,and reviews and all informational materials related to the organization and its activities prior to their distribution or publicption,including press releases,newsletters,brochures,and reports. k 2.The Administrative Assistant assists the Executive Director with the development,updating and distribution of publications and public information materials on the mission,programs,and activities of the organization. 3.The Administrative Assistant assists the Executive Director with the presentation of information on the organization and its programs and activities to interested groups and organizations. i F.Valued Characteristics 1.Work effectively in a team environment,assisting other employees as needed. 2.Capture and update information needed for generation of reports,&annual reports to the Board of Directors. I i i The FBCDC is an equal opportunity employer and does not discrimini to anyone because of their race, color, religion, sex (including gender identity, sexual orientation, and pregnancy), national origin, age (40 or older), disability or genetic information. i 2191 N Seacrest Blvd Post Office Box 337 Boynton Beach,Ft_334 $ Phone: 561-752-0303 Fax: 561-244-5046 _-bo ntonbeachcdc oru&www heartofkro,n;onassistance.or,� I. • li i Page 688 of 1598 t�Sj1�i �s Boynton Beach Faith-Based Community Development Corporation, Inc. 2191 N Seacrest Blvd Post Office Box 337 Boynton Beach,FL 33425 Phone: 561-752-0303 Fax: 561-244-5046 www.bo,Fntoqbe?iShcdc.org The Faith Based CDC(FBCDC)is a 501c3 organization created in 1999 to promote financial revitalization of the community thru business and real estate ownership,provision of services,homeownership and improvement,by increasing homeownership opportunities,and develop and sustain artnerships to ensure that development is streamlined and resources are put to the most efficient se,increase homeownership with in fill housing to reduce slum,blight, &crime, improve and increase the delivery of social services to the residents of the Heart of Boynton neighborhood. JOB DESCRIP'T'ION CASE MANAGER FAMILY STRENGTHENING COVID-19 Relief, Recovery, Rebound 40 hrs/wk Salary Range$17/hr to$21/hr i $34,680-$42,840 The Case Manager will provide Housing Counseling Services to owners &tenant h useholds suffering negative financial impact from the COVID-19 pandemic. Housing counseling servis are intended to assist in stabilization of residential housing situations to prevent losstof residence to eviction/fo'reclosue rs. The Case Manager will work with Heart of Boynton Clients that are referred by CitCounty, PBC 211 Crisis Line, and the Homeless & Housing Alliance to access Prevention/Rental A sistance Programs operated by PBC's Community Services Department(CSD)and the City of Boyntoi Beach as well as partner agencies access to FEMA Phase 38 Rent and Utility funds, local founclatic ns and donations, as well as congregational discretionary funding, plus others to provide: o Financial counseling and assistance with budgeting to bridge financial crisis. o Credit counseling to mitigate negative impact on credit score. o Assistance to tenant,as needed, by negotiating with landlord -Tenant/landlord counseling. o Referrals to community resources to meet basic needs, o Assistance with on-line applications for SNAP, Medicaid, Medicare,SSI/SSD registrations, Healthcare Applications,plus others. o On-line applications for unemployment and EmployFlorida Registrations referrals to PBC Career Source. o Job Placement Assistance and referrals to Job Training Programs to re-�iool to change Page 689 of 1598 l employment industries. o Credit Counseling and referrals for credit repair I` o Assist with PBC's on-line applications for OSSCARS and ERA funds as we�I as LIHEAP& EHEAP Applications for seniors,and the City of Boynton Beach emergent'funds and resources for housing repairs,plus others. o As part of the HHA Continium of Care,we have access to assist with app ications for Emergency Housing Vouchers,which requires us to provide case manag"ment. Service parameters: I Assistance will be provided for on a first come first serve basis. ' • Housing counseling services shall be conducted one-on-one or in group sssions with client households, and may be offered in-person, or remotely via telephIne or via video conferencing software. I' • To accommodate those unable to attend personal sessions,staff may provid 'virtual counseling sessions so clients will be able to receive the counseling services via the technology available. • Assist each client with a budgeting plan, based on their specific household income and expenses.At a minimum,the plan should include guidance on how to reduce expenses,which would help them better afford and manage their existing debt. • Each client should be given the opportunity to share their credit concerns nd provided with guidance on how to improve their credit going forward. • Provide the Client with a Certificate of Completion including the agency�s name, the Client's name,and the date/sthecounseling services were provided. E • Staff will be required to maintain property client documentation in a secure�manner according the FBCDC's policies and procedures. • Staff should be familiar with and able to assist with applications for Unemployment, SNAP benefits, PBC's OSCARSS portal, and the CMIS portal, as well as, additional state, local and federal government applications as identified. • Participate in any mandatory training and technical assistance required to secure program funding. • Establish and maintain a client file for each household assisted. • A record of counseling services provided,including date(s) of service; agen�staff providing service;description of service provided;method by which service was provided;client household members participating;and referrals to any other community tesources. • Keep a log of the agency's communications with client households, lender$/servicers,or landlords. i • Provide follow-up record of client housing outcome at three(3) and six (6j months from the date of initial counseling service. Knowledge,skills,and abilities • Knowledge of program management • Knowledge of client groups and/or issues related to the program area. 'i a �I Page 690 of 1598 Proficiency in the use of computers for: • Word processing • Simple accounting • Databases • Spreadsheets • E-mail • Internet Persona!characteristics The Case Manager should demonstrate competence in some or all the following: • Behave Ethically:Understand ethical behavior and business practices and ensure that own behavior and the behavior of others is consistent with these standards and a igns with the values of the organization. • Build Relationships: Establish and maintain positive working relationships with others, both internally and externally,to achieve the goals of the organization. • Communicate Effectively:Speak, listen,and write in a clear,thorough,and tirr)ely manner using appropriate and effective communication tools and techniques. • Creativity/Innovation: Develop new and unique ways to improve operations' f the organization and to create new opportunities. • Focus on Client Needs:Anticipate, understand,and respond to the needs of�nternal and external clients to meet or exceed their expectations within the organizational parameters. • Foster Teamwork:Work cooperatively and effectively with others to set goals,resolve problems, and make decisions that enhance organizational effectiveness. . • Lead: Positively influence others to achieve results that are in the best interest of the organization. ' • Make Decisions:Assess situations to determine the importance,urgency,and risks,and make clear decisions which are timely and in the best interests of the organization • Organize:Set priorities,develop a work schedule,monitor progress towards�goals,and track details,data,information,and activities. • Plan: Determine strategies to move the organization forward,set goals,create,and implement actions plans,and evaluate the process and results. • Solve Problems:Assess problem situations to identify causes,gather and process relevant information,generate possible solutions,and make recommendations and/fir resolve the problem. The FBCDC is an equal opportunity employer and Idoes not discriminate anyone because of their race, color, rel* ion, sex (including gender identity, sexual orientation, and pregnancy), national origin, age (40 or older), disability or genetic information. i I I Page 691 of 1598 Sharon Frew Boynton Beach, FL Authorized to work in the US for any employer Work Experience Executive Director/CEO NON PROFIT ORGANIZATION -Boynton Beach, FL i May 1999 to Present • Grant Writing =' • Fundraising I • Donor Development • Accounting I Quickbooks • Human Resources&Payroll Management • Programmatic Development including Culinary Incubator • Marketing,website development,social media management ' 3 • Office Suite,Word, Excel, Power Point • Catering Experience, food Manager's License • Organic Gardening &Nutrition Education Education Banking Cash Management in Accounting and Bank Management Banking Institute of America-Local Broward College-Fort Lauderdale, FL 1970 to 1982 i Associate in Secondary Education Western Michigan University-Kalamazoo, MI September 1964 to April 1968 Associate in Secondary Education - Math Teacher Kalamazoo, Mi Skills • Budgeting (10+years) • Microsoft Powerpoint(10+years) • Marketing (10+years) • Microsoft Word (10+years) • Strategic Planning (10+years) • Retail Sales (10+years) • Training (10+years) a Page 692 of 1598 Links httos://www.linkgdin.c.omlin/sherrv-iohnLson- 62la1-l-6L Certifications/Licenses Food Manager Certification May 2009 to Present Ii Page 693 of 1598 x 'E Boynton Beach Faith-Based Community Development Corporation, Inc.!, i The Faith Based CDC SFBCDQ is a 5010 organization created in 1999 to promote financial re 4alization of the community thru business and real estate ownership,provision of services,homeownership and improvement, by increasing homeownership opportunities,and develop and sustain partnerships to ensure th t development is streamlined and resources are put to the most efficient use, increase homeownership with in`fill housing to reduce slum,blight,&crime,improve and increase the delivery of social services to the residents of he Heartof Boynton neighborhood. R .lob Description Senior Caregiving Program Coordinator Annual Salary,Full-time,tbd on experience f { Position Overview: ? The Program Director will be responsible for the operational success of the Senior Caregiving Program.Ensures seamless team management and development,program delivery,and quality control and evaluation.Responsiblie for volunteers including recruiting,training,scheduling,and coordinating.The Program Director will be a key external fac�of the BBFBCDC in the community.Reports directly to the Social Service Program Director. Supervises all program related staff to complete daily scheduled assignments,tasks,and routes npcessary to implement the day-to-day operation of the Senior Caregiving Programs which includes the following:Fresh Produce, Internet Technology& Training,Home Delivered Meals Program,and Social Activities. Responsibilities: • Delivery of meals to frail and elderly shut ins. • Delivery of FREE vegetables according to route assigned. • Planning of social and educational events for senior clients • Transportation of seniors to and from scheduled social activities. • Shopping for,transportation of,and storage of food and produce products necessary to the preparation of meals and delivery of produce. • Assist clients with simple'Honey Do"issues and report directly to supervisor any client needs that are requested or observed as necessary to the safety and well-being of the client. I • Additional duties as required. Administrative: • Provide accurate records of all client files. • Maintain&update records as required per contractual agreement. • Provide timely reports as required. • Assist with the set-up and clean-up necessary with each activity. • Maintain a good driving record and valid driver's license. • Any other tasks as deemed needed by the supervisor. 2191 N Seacrest Blvd Post Office Box 337 Boynton Beach,FL 3342q Phone: 561-752-0303 Fax: 561-2445046 www.boyntonbggqhcdc.org_&www.heartofbo,nt nap�jst r,@,or,„ Page 694 of 1598 k. Qualifications: k • Must have good communication and social interaction skills with patient,and caring attit0de for the elderly and disabled. • Must also have a clean driving record and be able to read maps and/or GPS systems. • Must be able to read,write,speak English fluently,and keep careful records.Fluency in Spanish or Creole highly desired. l • Must be able to lift a minimum of 50 pounds bachelor's degree or equivalent experienced; • Experience working with volunteers. f€ 1� The FBCDC is an equal opportunity employer and does not discs imina`e anyone because of their race, color, religion, sex (including gender identity, sexual oriental'on, and pregnancy), national origin, age (40 or older), disability or genetic information. 1 i 2191 N Seacrest 8tvd Post office Box 337 Boynton Beach,Fl_33425 Phone: 561-752-0303 Fax: 561-244-5046 www.bo ntonbeachcdc or!, &www.heartofbo,n#onassistance.ar Page 695 of 1598 i i'. Michene Davi, • - I 504 W.Perry°Street.®Lantana,FL 33+162♦Call Phone(561)275-0379;Home Phone(561)24 2923!Email miche11edav6,Ai1e@yahoo.com PIPFU R©FE SIONA Case Manager.E Community Cann Cerner of Greater Boynton B 9 ynto tach • Increases public knowledge of local and county resources and Vices. • Collaborates with other agencies to address the basic needs of ow income families m Provides direct services to local families in a hi-city area in aneff iA to address the root causes of poverty • Coordinates nutritional assistance to families in need through the center's food pantry Teacher,Pafm Beach County School District i • Taught 61 and 71 grade Social Studies/Geography to students at Colgress Middle School • Responsible for the welfare and teaming activities of 15-20 students 6 rotating periods i • Responsible for lesson planning and engaging students and their farrf ices Site Supervisor,Juvaeniie TransWon Center Summer Food Program • Supervised the preparation of meals for the city wide summer food program i • Maintained for the welfare and lemming activities of 15-20 students i rotating periods • Trained workers.and ensured that Safe Sery guidelines were followell for the proper safety and sanitation of food delivery k E D U C A T 1 O N Betthune Cookman University, BA, History/Pre-Law,Apr 1.979 Florida Atlantic University, Continuing Education Courses,Ongoing C CSI VOLUIUTR.EXPERII #111� j • "Faith In Action', recruits,trains,and supports caring volunteers to help their frail and elderly neighbors through friendly relationships. • Community Caring Center of Greater Boynton Beach,coordipates food pantry acclivities including driving the `Veggie Mobile'to deliver freth fruits and vegetables to low income families. • "Feed and Praise through Greater St. Paul AME Church,prepare and deliver fresh meals to local families in need. 1 • Democratic Executive Committee of Palm Beach County,Zone leader responsible for activating the precinct leaders to encourage voters to participate in local,state,and national elections. • Partnership with Legal Women Voters of Palm Beach Counter far the restoration of voters'rights. • Member of the Board of Directors for the City of Boynton Beach Democratic Club, i i • Cook and serve breakfast for"Green MarketfSecret Garden'Cafe"whose profits are used to fund the"Faith In Action"initiative and assists in keeping a diverse population circulating into the cafe. i i E I Page 696 of 1598 7" GUs.RP[1l.Af CO I i Boca Raton,FL 561-305-1627 polancoarlgustin@gmail.com tt PROFESSIONAL COOK smith over 19+years'experience working in 5 Star/5 piaMond restaurants,specializing in kosher/international cuisine i CORESTRENGTHS _®....._.�___. _.. _-...._ Bilingual:English,Span€Sh International Cuisine Preparing,Seasoning,Cooking Rotate hock,Manage Inventory Organized,Dedicated Creative,Innovative,Responsible Proven!_eader and Trainer Cooperative Team Player Follow Menu and.Recipe Instructions Operate ail Commercial Cooking Trustworthy,Ethical,Loyal .Garnishing,Presentation.of Food Fquipm�i7nt Foliow,Kitchen Standards Soups,Meats,Vegetables,Desserts EMPLOYMENT Cook,THE.BRIDGES,Boca Raton,FL 2013-Current • Create daily specials based on customer preferences:for lunch and dinner,following dietary restrictions as needed + Train staff to follow food preparation,Seasoning,.presentation and serving guidelines + Determine quantities of food needed for the Week'Ad fdf special events;order new supplies!as needed while staying within budget Sous Chef BEN's NY KOSHER RESTAURbANT/DELICATESSEN,Baca Raton,FL 2013-2016 • Prepared kosher meals for clients following direct supervision i�i�' • 5upervised.9 cooks and prep cooks to ensure food quality and company standards were follo�nied • Took orders and cooked meats for catered events Line Cook,FOOD SERVICE PROFESSIONALS,Boynton Reach,FL 2012-2012 • Followed recipes,port-son controls and pf esentation specifications as by restaurant • Re`sponsibie for organizing kitchen and elisuring safetyt rule are followed, Sous Chef,BACK STREET GRILL,Boca Raton,FL 2010-2012 • Directly supervised and coordinated activities of 7 Gooks in preparing and serving food • Ordered fresh products,supplies,keep inventory,price menu Items Line Cook,IVIAGGIANOS ITALIAN RESTAURANTS,Boca Raton,FL 2008-2010 : Ordered supplies,kept records and accounts,pricedltems on menu • Prepared,seasoned,and cooked soups,meats,vegefables,desserts in restaurants OTHER EMPLOYMENT STONEBRIDGE COUNTRY CLUB Line Cook Boca Ratan,FL BCCA WOODS COUNTRY CLUB .Line Cook Boca Raton,FL WYCLIFFE GOLF&COUNTRY CLUB Line Cook I Boca Raton,FL EDUCATION TRAINING&.CERTIFICATES High School General Equivalency Degree(GED),Baca Raton,Pt- a South Technical Education Center,Boynton Beach,FL-Cul+na y Art SafeServe South Technical School t E Page 697 of 1598 Boynton Beach Faith-Based Community Development Corporation, Inc. 2191 N Seacrest Blvd Post Office Box 337 Boynton Beach, FL 33425 Phone: 561-752-0303 Fax: 561-244-5046 rattan eat c.or• The Faith Based CDC (FBCDC) is a 501c3 organization created in 1999 to promote financial revitalization of the community thru business and real estate ownership, provision of services, homeownership and improvement, by increasing homeownership opportunities, and develop and sustain partnerships to ensure that development is streamlined and resources are put to the most efficient use, increase homeownership with in-fill housing to reduce slum, blight, &crime, improve and increase the delivery of social services to the neighborhood. provides social services. JOB DESCRIPTION CASE MANAGER Covid—19 ERA Housing Counseling 40 hrs/wk Salary Range $17/hr to$21/hr $34,680-$42,840 The Case Manager will provide Housing Counseling Services to tenant households suffering negative financial impact from the COVID-19 pandemic. Housing counseling services are intended to assist in stabilization of tenant housing situations to prevent loss of residence to eviction. The Case Manager will work with Heart of Boynton Clients that are referred by PBC 211 Crisis Line and from the Homeless Prevention/Rental Assistance Program operated by Community Services Department (CSD)to provide: o Financial counseling and assistance with budgetingto bridge financial crisis. o Credit counseling to mitigate negative impact on credit score. o Assistance to tenant, as needed, by negotiating with landlord -Tenant/landlord counseling. o Referrals to community resources to meet basic needs. o Credit Building o Assist with on-line ERA applications from PBC's,the City of Boynton Beach, and others Service parameters: • Assistance will be provided for up to 12 months on a first come first serve basis. • Housing counseling services shall be conducted one-on-one or in group sessions with client Page 698 of 1598 households, and may be offered in-person, or remotely via telephone or via video conferencing software. • To accommodate those unable to attend personal sessions,staff may provide virtual counseling sessions so clients will be able to receive the counseling services via the technology available. • Assist each client with a budgeting plan, based on their specific household income and expenses.At a minimum,the plan should include guidance on how to reduce expenses, which would help them better afford and manage their existingdebt. • Each client should be given the opportunity to share their credit concerns and provided with guidance on how to improve their credit going forward. • Provide the Client with a Certificate of Completion including the agency's name, the Client's name, and the date/sthe counseling services were provided. • Staff will be required to maintain property client documentation in a secure manner according the FBCDC's policies and procedures. • Staff should be familiar with and able to assist with applications for Unemployment, SNAP benefits, PBC's OSCARSS portal, and the CMIS portal, as well as, additional state, local and federal government applications as identified. • Participate in any mandatory training and technical assistance required to secure program funding. • Establish and maintain a client file for each household assisted. • A record of counseling services provided, including dates) of service; agency staff providing service;description of service provided; method by which service was provided; client household members participating; and referrals to any other community resources. • Keep a log of the agency's communications with client households, lenders/servicers,or landlords. Provide follow-up record of client housing outcome at three (3) and six (6) months from the date of initial counseling service. Knowledge,skills, and abilities ■ Knowledge of program management Knowledge of client groups and/or issues related to the program area. Proficiency in the use of computers for: • Word processing • Simple accounting • Databases • Spreadsheets • E-mail • Internet Personal characteristics The Case Manager should demonstrate competence in some or all the following: Page 699 of 1598 • Behave Ethically: Understand ethical behavior and business practices and ensure that own behavior and the behavior of others is consistent with these standards and aligns with the values of the organization. • Build Relationships: Establish and maintain positive working relationships with others, both internally and externally,to achieve the goals of the organization. • Communicate Effectively:Speak, listen, and write in a clear, thorough, and timely manner using appropriate and effective communication tools and techniques. • Creativity/Innovation: Develop new and unique ways to improve operations of the organization and to create new opportunities. • Focus on Client Needs:Anticipate, understand, and respond to the needs of internal and external clients to meet or exceed their expectations within the organizational parameters. • Foster Teamwork:Work cooperatively and effectively with others to set goals, resolve problems, and make decisions that enhance organizational effectiveness. • Lead: Positively influence others to achieve results that are in the best interest of the organization. • Make Decisions: Assess situations to determine the importance, urgency, and risks, and make clear decisions which are timely and in the best interests of the organization. • Organize: Set priorities, develop a work schedule, monitor progress towards goals, and track details, data, information, and activities. • Plan: Determine strategies to move the organization forward, set goals, create, and implement actions plans, and evaluate the process and results. • Solve Problems:Assess problem situations to identify causes, gather and process relevant information,generate possible solutions, and make recommendations and/or resolve the problem. The FBCDC is an equal opportunity employer and does not discriminate anyone because of their race, color, religion, sex (including gender identity, sexual orientation, and pregnancy), national origin, age (40 or older), disability or genetic information. Page 700 of 1598 4_ tt� Boynton Beach Faith-Based Community Development Corporation, Inc. 2191 N 5eacrest Blvd Post Office Box 337 Boynton Beach, FL 33425 Phone: 561-752-0303 Fax: 561-244-5046 WWW,4gjqjonbeachcdq.orq The Faith Based CDC(FBCDC) is a S01c3 organization created in 1999 to promote financial revitalization of the community thru business and real estate ownership, provision of services, homeownership and improvement, by increasing homeownership opportunities, and develop and sustain partnerships to ensure that development is streamlined and resources are put to the most efficient use, increase homeownership with in-fill housing to reduce slum, blight, &crime, improve and increase the delivery of social services to the neighborhood. provides social services. JOB DESCRIPTION CASE MANAGER Covid—19 ERA Housing Counseling 40 hrs/wk Salary Range$17/hr to$21/hr $34,680-$42,840 The Case Manager will provide Housing Counseling Services to tenant households suffering negative financial impact from the COVID-19 pandemic. Housing counseling services are intended to assist in stabilization of tenant housing situations to prevent loss of residence to eviction. The Case Manager will work with Heart of Boynton Clients that are referred by PBC 211 Crisis Line and from the Homeless Prevention/Rental Assistance Program operated by Community Services Department(CSD)to provide: o Financial counseling and assistance with budgeting to bridge financial crisis. o Credit counseling to mitigate negative impact on credit score. o Assistance to tenant, as needed, by negotiating with landlord -Tenant/landlord counseling. o Referrals to community resources to meet basic needs. o Credit Building o Assist with on-line ERA applications from PBC's,the City of Boynton Beach, and others Service parameters: • Assistance will be provided for up to 12 months on a first come first serve basis. • Housing counseling services shall be conducted one-on-one or in group sessions with client Page 701 of 1598 households, and may be offered in-person, or remotely via telephone or via video conferencing software. • To accommodate those unable to attend personal sessions,staff may provide virtual counseling sessions so clients will be able to receive the counseling services via the technology available. Assist each client with a budgeting plan, based on their specific household income and expenses.At a minimum,the plan should include guidance on how to reduce expenses,which would help them betterafford and manage their existingdebt. • Each client should be given the opportunity to share their credit concerns and provided with guidance on how to improve their credit going forward. • Provide the Client with a Certificate of Completion including the agency's name, the Client's name, and the date/s the counseling services were provided. • Staff will be required to maintain property client documentation in a secure manner according the FBCDC's policies and procedures. • Staff should be familiar with and able to assist with applications for Unemployment, SNAP benefits, PBC's OSCARSS portal, and the CMIS portal, as well as, additional state, local and federal government applications as identified. • Participate in a ny mandatory training and technical assistance required to secure program funding. • Establish and maintain a client file for each household assisted. • A record of counseling services provided, including date(s) of service; agency staff providing service;description of service provided; method by which service was provided; client household members participating; and referrals to any other community resources. • Keep a log of the agency's communications with client households, lenders/servicers,or landlords. • Provide follow-up record of client housing outcome at three (3) and six (6) months from the date of initial counseling service. Knowledge, skills, and abilities • Knowledge of program management • Knowledge of client groups and/or issues related to the program area. Proficiency in the use of computers for. • Word processing • Simple accounting • Databases • Spreadsheets • E-mail • Internet Personal characteristics The Case Manager should demonstrate competence in some or all the following: Page 702 of 1598 • Behave Ethically: Understand ethical behavior and business practices and ensure that own behavior and the behavior of others is consistent with these standards and aligns with the values of the organization. • Build Relationships: Establish and maintain positive working relationships with others, both internally and externally,to achieve the goals of the organization. • Communicate Effectively:Speak, listen, and write in a clear,thorough, and timely manner using appropriate and effective communication tools and techniques. • Creativity/innovation: Develop new and unique ways to improve operations of the organization and to create new opportunities. • Focus on Client Needs:Anticipate, understand, and respond to the needs of internal and external clients to meet or exceed their expectations within the organizational parameters. • Foster Teamwork:Work cooperatively and effectively with others to set goals, resolve problems, and make decisions that enhance organizational effectiveness. • Lead: Positively influence others to achieve results that are in the best interest of the organization. • Make Decisions:Assess situations to determine the importance, urgency, and risks, and make clear decisions which are timely and in the best interests of the organization. • Organize: Set priorities, develop a work schedule, monitor progress towards goals, and track details, data, information, and activities. • Plan: Determine strategies to move the organization forward, set goals,create, and implement actions plans, and evaluate the process and results. • Solve Problems: Assess problem situations to identify causes,gather and process relevant information,generate possible solutions, and make recommendations and/or resolve the problem. The FBCDC is an equal opportunity employer and does not discriminate anyone because of their race, color, religion, sex (including gender identity, sexual orientation, and pregnancy), national origin, age (40 or older), disability or genetic information. Page 703 of 1598 Job Description Outreach Specialist The Boynton Beach Faith Based Community Development Corp. (Boynton Beach CDC) through its FARTHER Outreach Program's Advocacy Leadership Corp (HIV PrEP project) will provide outreach, education, and navigation/linkage services to at-risk populations in Boynton Beach. We will collaborate with service providers, including clinics that offer HIV testing; host an advisory group comprised of targeted population to determine best practices for engaging the community in HIV prevention, reducing new HIV transmissions, treatment, and support services. In doing so, our program will increase the number of people who know about PrEP, and increase their likelihood of starting PrEP treatment, undergo HIV and STD testing, and maintain primary health care. Position: Outreach Specialist, part-time, temporary Reports to: Project Director Work Location: 2191 N. Seacrest Blvd. —Boynton Beach, FL 33435 The part-time Outreach Specialist will be responsible for carrying out the following project activities: (1) facilitating HN prevention activities; (2) being a client liaison with outside organizations and community partners regarding such matters as education, healthcare, social services, etc; (3) attaining their goals by identifying and locating community resources for clients and by making referrals to appropriate services both within and outside the agency to include the following: a) Coordinate with Project Director to develop and implement media plan that promotes positive aspects of the use of PrEP; b) Prepare marketing materials for the program and distribution information about PrEP. c) Conduct outreach activities at high risk venues to market the program in an effort to recruit new clients and re-engage former clients. d) Follow up with clients and with referral organizations regarding client contact and progress with referral organization. e) Refer program participants to other community resources and to linkage to care for use of PrEP. fl Provide all required information for weekly/monthly/quarterly/annual reports. g) Conduct pre- and post-intervention assessments of clients' knowledge, attitudes, and behaviors regarding HIV risk and usage of PrEP. h) Work with clients to break through barriers to client goals and to assist clients in advocating for themselves in moving toward being self-aware. i) Create and maintain client files and make copies of all client documents. j) Contact clients via telephone to ensure adherence to program, and document via progress notes. Minimum Education/Experience Required: Bachelors and/or equivalent experience. Benefits: None This Organization describes its culture as detail-oriented -- quality and precision-focused and team-oriented -- cooperative and collaborative. Work Remotely: No Page 704 of 1598 .y INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY P. 0. BOX 2508 CINCINNATI, OH 45201 Employer Identification Number: Date: { 65-0971509 DLN: i1b53073775004 BOYNTON BEACH FAITH BASED COMMUNITY Contact person: DEV CORP SANDRA MAK ID#( 95023 PO BOX 337 Contact Telephone Number: BOYNTON BEACH, FL 33425-0000 (877) 829-5500 Public Charity Status: 170 (b) (1) (A) (vi) Dear Applicant: Our letter dated October 2000, 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 an 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 between 8:00 a.m. - 6:30 p.m. Eastern time. Please keep this letter in your permanent records. Sincerely yours, €moi-..� .-♦ � �f Lois G 'Lerner Director, Exempt Organizations Rulings and Agreements Letter 1050 (DO/CG) Page 705 of 1598 a y Department of the Treasury 1RS internal Revetlue Service P;, O . Sox 2508 In reply refer to : 0248574153 Cincinnati OH 45201 Apr . 13, 2011 LTR 4168C EO 65-0971509 000000 00 00017038 BODC : TE BOYNTON BEACH FAITH BASED COMMUNITY DEV CORP Yo COURTNEY C CAIN PO BOX 337 BOYNTON BEACH FL 33425--0337 5420 Employer Identification Number : 65-0971509 Person to Contact : MS . JOCKERS Toll Free Telephone Number : 1--877-829-5500 Dear TAXPAYER: This is in response to your Apr . 04, 2011 , request for information regarding your tax-exempt status . Our records indicate that you were recognized as exempt under section 501 (c) (3) of the Internal. Revenue Code in a determination letter issued in OCTOBER 2000 . our records also indicate that you are not a private foundation within the meaning of section 509(a) of the Code because you are described in section (s) 509(a) (1) and 170 (b) ( 1) (A) (vi) . Donors may deduct contributions to you as provided in section 170 of the Code . Bequests , legacies , devises, transfers , or gifts to you or for your use are deductible for Federal estate and gift tax purposes if they meet the applicable provisions of sections 2055 , 2106 , and 2522 of the Code „ Please refer to our website www. irs . gov/eo for information regarding filing requirements . Specifically, section 6033(j ) of the Code provides that failure to file an annual information return for three consecutive years results in revocation of tax--exempt status as of the filing due date of the third return for organizations required to file . We will publish a list of organizations whose tax-exempt status was revoked under section 6033(j ) of the Code on our website beginning in early 2011 . Page 706 of 1598 0248574153 Apr . 13, 2011 LTR 4168C E0 65-0971509 000000 00 00017039 BOY14TON BEACH FAITH BASED COMMU14ITY DEV CORP % COURTNEY C CAIN PO BOX 337 BOYNTON BEACH FL 33425-0337 If you have any questions , please call us at the telephone number shown in the heading of this Letter . Sincerely yours , S. A . Martin , Operations Manager Accounts Management Operations Page 707 of 1598 BOYNTON BEACH FAITH BASED COMMUNITY DEVELOPMENT CORPORATION FINANCIAL STATEMENTS DECEMBER 31, 2020 Page 708 of 1598 .TABLE OF CONTENTS PAGE Independent Auditor's Report 1-2 Statement of Financial Position 3 Statement of Activities 4 Statement of Cash Flows 5 Statement of Functional Expenses 6 Notes to the Financial Statements 7_10 Independent Auditor's Report On Internal Control Over Financial Reporting and On Compliance and Other Matters Based On An Audit Of Financial 11-12 Statements Performed In Accordance With Government Auditing Standards Page 709 of 1598 WW P.O.Box 10515 William Washington Riviera Beach, Florida 33419 Certified Public Accountant Phone: (561) 703-5197 E-mail,billwashjr@comoast.net INDEPENDENT AUDITOR'S REPORT To the Board of Directors Boynton Beach Faith Based Community Development Corp Report on the Financial Statements I have audited the accompanying financial statements of Boynton Beach Faith Based Community Development Corp("CDC")(a nonprofit organization),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. 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. Auditor's Responsibility My responsibility is to express an opinion on these financial statements based on my audit.I conducted my 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 I plan and perform the audit 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 entity'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 entity's internal control. Accordingly, I 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. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion. 1 Page 710 of 1598 Opinion In my opinion,the financial statements referred to above present fairly,in all material respects,the financial position of CDC as of December 31, 2020, and the changes in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Reporting Required by GovernmentAuditing Standards In accordance with Government Auditing Standards,I have also issued my report dated November 15,2021, on my consideration of CDC's internal control over financial reporting and on my tests of its compliance with certain provisions of laws, regulations,contracts,and grant agreements and other matters. The purpose of that report is to describe the scope of my testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on 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 CDC's internal control over financial reporting and compliance. Wi&arm Ww/elri�toee, ifpFOg West Palm Beach, FL November 15, 2021 2 Page 711 of 1598 BOYNTON BEACH FAITH BASED COMMUNITY DEVELOPMENT CORPORATION STATEMENT OF FINANCIAL POSITION DECEMBER 31, 2020 Without Donor ASSETS Restrictions Cash $ 385,649 Real estate held for sale 419,027 Grant receivable 19,113 Advances 42,941 Mortgage receivable 389,738 Real estate held for rental 797,025 Deposits 2„500 Total Assets ,055,993 LIABILITIES Note payable $ 288,223 Accrued liabilities 4,835 Total liabilities 293,05$ NET ASSETS U n restricted 1,762,935 Total net assets ___1,762,935_ Total Liabilities and Net Assets $ 2,055,993 See accompanying notes to financial statements. 3 Page 712 of 1598 BOYNTON BEACH FAITH BASED COMMUNITY DEVELOPMENT CORPORATION STATEMENT OF ACTIVITIES FOR THE YEAR ENDED DECEMBER 31, 2020 Without REVENUES AND CONTRIBUTIONS Donor Restrictions Grants $ 396,865 Rental income 99,620 Donations 12,716 Net realized gain on real estate 216,268 Total 725,469 TOTAL. REVENUES AND CONTRIBUTIONS 725,469 Expenses Program Services 429,754 Supporting Services 159,222 Total Expenses 588,976 Change in Net Assets 136,493 Net Assets, Beginning of Year 1,626,442 Net Assets, End of Year $_ 1,762,935 See accompanying notes to the financial statements. 4 Page 713 of 1598 BOYNTON BEACH FAITH BASED COMMUNITY DEVELOPMENT CORPORATION STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2020 Without OPERATING ACTIVITIES: Donor Restrictions Change in Net Assets $ 136,493 Adjustment to Reconcile Increase in Net Assets to Net Cash Provided by ( Used in ) Operating Activities: Changes in Operating Assets and Liabilities: Advances (17,837) Real Estate Held for Sale 155,279 Grant Receivables 9,440 Real Estate Held for Rental 52,131 Accrued Expenses 2,285 Net Cash Provided by ( Used in ) Operating Activities 337,791 FINANCING ACTIVITIES: Note payable payments 245,169) Net Cash Provided in (Used in ) Financing Activities (245,169) Increase ( Decrease) in Cash 92,622 Cash at Beginning of Year 293,027 Cash at End of Year $ 385„649 Interest Paid $ 27,604 See accompanying notes to financial statements. 5 Page 714 of 1598 BOYNTON BEACH FAITH BASED COMMUNITY DEVELOPMENT CORPORATION STATEMENT OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED DECEMBER 31,2020 PROGRAM SERVICES SUPPORTING SERVICES Neighborhood Development Fund- Management Total and Stabilization raising &General ___Expenses Salaries and Benefits $ 15,766 $ 141,893 $ 157,659 Professional Fees 16,272 4,068 20,340 Maintenance 22,808 22,808 Utilities 15,318 155 15,473 Consulting 12,646 3,161 15,807 Property Taxes 3,603 3,603 Office Expense 5,162 1,290 6,452 Insurance 17,326 1,925 19,251 Cable 4,572 4,572 Interest 27,604 27,604 Client assistance 8,200 8,200 Program Expenses 222,680 222,680 Other 26,919 6,730 33,649 Depreciation 30,878 30,878 Total $ 429,754 - $ - $ 159,222 $ 588,976 See accompanying notes to financial statements. 6 Page 715 of 1598 BOYNTON BEACH FAITH BASED COMMUNITY DEVELOPMENT CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING ACTIVITIES Mature of Activities Boynton Beach Faith Based Community Development Corporation("the CDC")is a nonprofit corporation organized to provide community service, youth programs, and improve the economic conditions of the Boynton Beach,Florida neighborhood through facilitating home ownership for moderate and low income families. The Corporation also provides social services to the neighborhood. Basis of Accounting The Financial Statements of the CDC have been prepared on the accrual basis of accounting and accordingly reflect all significant receivables, payables, and other liabilities. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles include the use of estimates that affect the financial statements.Accordingly,actual results could differ from those estimates. Functional Classification of Exuenses In the accompanying Statement of Activities,expenses have been reported by their functional classification, a method of grouping expenses according to the purpose for which they were incurred. The primary functional classifications are program services and supporting activities. Program services are the activities that result in services being provided to members that fulfill the purposes or mission for which the CDC exists. Supporting activities are all activities of an organization other than program services and are included in the financial statements as management and general expenses,and are allocated based on time spent Grants Resources from Government grants are recorded as revenue when the related costs are incurred. All other grants, unless restricted are recorded as revenue when the grant is received. The CDC is dependent on continued financial assistance by federal and local government agencies. Contributions whose restrictions are met in the same reporting period is reported as unrestricted contributions. Concentration of C` edit Risk Financial instruments that subject the CDC to concentrations of credit risk include cash. While the CDC attempts to limit its financial exposure, its deposit balances may at times exceed federally insured limits.The CDC has not experienced any losses on such balances. 7 Page 716 of 1598 BOYNTON BEACH FAITH BASED COMMUNITY DEVELOPMENT CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Confd.) Contributed Services The CDC does not recognize any support, revenue or expense from services contributed by volunteers, because they do not meet the criteria for measurement. Availability and Liquidity: Financial assets of cast, $385,649, grant receivables $19,113 , financial assets available of$404,762 to meet expenses over next twelve months. Income Tax Status The CDC is exempt from federal income tax as an organization described in Section 501 (c)(3) of the Internal Revenue Code. CDC believes it is no longer subject to examinations of returns for tax years ended December 31,2017,There are no examinations for any tax periods currently in progress. Contributions Contributions received are recorded as net assets without donor restrictions or net assets with donor restrictions depending on the existence and/or nature of any donor restrictions. Contributions that is restricted by the donor is reported as an increase in net assets without donor restrictions if the restriction expires in the reporting period in which the contribution is recognized.All other donor-restricted support is reported as an increase in net assets with donor restrictions, depending on the nature of the restriction. 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 Statement of Activities as net assets released from restrictions. The CDC has cash of$385,649, real estate held for sale or rental$1,216,052,and mortgage receivable of$389,738 at December 31,2020,which are recorded as net assets without donor restrictions, however,those assets must be used in compliance with the grant agreements, Real Estate Held for Sale The CDC has purchased and renovated certain properties held for sale to eligible home buyers. These properties are valued at lower of cost or fair market value.Fair market value is based on recent market sale prices. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is being provided by use of the straight-line method over the estimated useful lives of the related assets as follows: Office equipment, 5 years life. 8 Page 717 of 1598 BOYNTON BEACH FAITH BASED COMMUNITY DEVELOPMENT CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 NOTE I-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd.) Fair Value Measurements The following fair value hierarchy measure fair value: Level I- unadjusted quoted prices. Level 2- Observable inputs. Level 3- significant unobservable inputs which are supported by little or no market activity.Level 2 include real estate held for sale.Fair value is the price CDC would receive to sell an asset in an orderly transaction between participants at measurement date. The carrying value of all other assets and liabilities approximate fair value due to their short maturity. NOTE 2-PROPERTY AND EQUIPMENT At December 31, 2020,Property and Equipment consisted of the following:Office equipment,$18,349 less accumulated depreciation of$18,349. NOTE 3—MORTGAGE RECEIVABLE The CDC purchased real estate that will be renovated and sold to eligible home buyers as part of the neighborhood stabilization and improvement program.Proceeds from the homes that were sold during the year ended December 31,2020 are recorded in the financial statements.Net proceed from any sale must be used in compliance with the grant agreement. The CDC provided second mortgage financing which is an interest free deferred payment loan and the loan will be paid upon the sale of the property if sold short of the term of fifteen years from the closing date of the first mortgage or upon mortgagor's default. Mortgage receivable will be forgiven if the homeowner remains in the home the required period. NOTE 4-LEASE OBLIGATION The CDC uses offices provided by the City of Boynton Beach in the neighborhood in which it operates,for a nominal fee of$12 per year.The market value of this space is not included in the financial statements. NOTE 5—Program Income Program income includes gross sales of real estate of$216,268,and rental income from real estate not sold of $99,620.The net gain on sale of real estate is reported in the statement of activities.The CDC is required to use program income in compliance with grant rules and regulations. 9 Page 718 of 1598 BOYNTON BEACH FAITH BASED COMMUNITY DEVELOPMENT CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 NOTE d—CONTINGENCIES AND SUBSEQUENT EVENTS The Corporation receives financial assistance from federal,state,municipal and other local non-governmental agencies in the form of grants. The disbursement of funds received under this program generally requires compliance with the terms and conditions specified in the grant agreements and are subject to audit by the grantor agencies.Any disallowed claims resulting from audits could become a liability of the CDC. The date to which events occurring after December 31,2020,the date of the most recent statement of financial position,have been evaluated for possible adjustment to the financial statements is November 15,2021,which is the date the financial statements were available to be issued.Grants from governmental agencies totaled 32%of total revenue at December 31,2020.As a result off COVID -19, economic uncertainties have risen though such potential impact is unknown at this time. Note 7-LINE OF CREDIT CDC obtained a revolving line of credit to develop residential single family homes in low and moderate income communities in Boynton Beach, Florida. The terms are as follows: maximum principal amount of loan$1,000,000, interest rate of five and one quarter percent,maturity date of two years from the date of loan closing, security property of first mortgages on residential parcels and the improvements located thereon at scattered sites within the Project,and repayment terms commencing on the last day of the month following the loan closing date,monthly payments of interest are due and payable on the last day of each month, with the principal balance of the loan , if not sooner paid, together with any unpaid interest and fees, due and payable in full on the maturity date.Borrowings are outstanding at December 31,2020,of$288,223. Note 8--NEW ACCOUNTING PRONOUNCEMENT On August 18,2016,FASB issued ASU 2016-14,Not-for-Profit Entities (Topic 958)—Presentation of Financial Statements of Not for-Profit Entities.The update addresses the complexity and understandability of net asset classification,deficiencies in information about liquidity and availability of resources,and the lack of consistency in the type of information provided about expenses and investment return. NOTE 9—REAL ESTATE HELD FOR RENTAL As of December 31,2020, certain real estate held for sale was converted for rental property as part of its affordable homes program. The properties are depreciated over 27 Years, and accumulated depreciation of $30,878 10 Page 719 of 1598 WW P.O.Box 10515 William Washington Riviera Beach,Florida 33419 Certified Public Accountant Phone: (561) 703-5187 E-mail:billwashjr@comcast.net INDEPENDENT AUDITOR'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENTAUDITING STANDARDS To the Board of Directors Boynton Beach Faith Based Community Development Corporation Boynton Beach,Florida I have audited in accordance with the 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, the financial statements of Boynton Beach Faith Based Community Development Corporation("CDC")(a nonprofit organization),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,and have issued my report thereon dated November 15,2021. Internal Control over Financial Reporting In planning and performing my audit of the financial statements, I considered CDC's internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing my opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of CDC's internal control. Accordingly, I do not express an opinion on the effectiveness of the Organization'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 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. My 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 my audit I did not identify any deficiencies in internal control that I consider to be material weaknesses.However,material weaknesses may exist that have not been identified. 11 Page 720 of 1598 Compliance and Other Matters As part of obtaining reasonable assurance about whether CDC's financial statements are free from material misstatement,I performed tests of its compliance with certain provisions of laws,regulations,contracts,and grant agreements,noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of my audit,and accordingly,I do not express such an opinion.The results of my 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 my testing of internal control and compliance and the results of that testing,and not to provide an opinion on the effectiveness of the CDC's internal control or on compliance.This report is an integral part of an audit performed in accordance with GovernmentAuditing Standards in considering the CDC's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. William Wasfi ngtoa, � i West Palm Beach, FL November 15,2021 12 Page 721 of 1598 LL H W p p N t d Z �'G t o Q vCU 0] 'd in ��ai 5 m m o w w 0 c C U ( G tL LL ZZ �' G � i t N j a ami v mm m CU 'u W £ N N i� ++ m — Z LL a *L cc O W CL u a a a n a O c e Z O O Z 0 00 �, 0 o 0 0 �� Ja in z Z p z z z W s LU O LU 0vuau..� ,a � `J LL 116611 d Z 0 O r-I ON C:,rC C) C C) r14 r14 r1i (N r-4 ill 2 W mW 1 1 �O m m rvf ti LM Lp LLJ LLP = .. �' a S z W O O i L i O p[ m m m last updated by Amanda Webster on Mar 25.2022 ai 03:49PM BOYNTONBEACHFAITHBASED COMMUMTYDE: ELOPMENTCORPORATION -111 a -AM'- BOYNTON BEACH FAITH BASED COMMUNITY DEVELOPMENT T CORPORATION 'Unique Entity ID CAGE I NCAGE Purpose of Registration GZS6GQ1 CQFM9 4B1 D4 All Awards Registration Status Expiration Date Active Registration Mar 25,2023 Physical Address Mailing Address 2191 N Seacrest BLVD PO Box 337 1!,Boynton Beach,Florida 33435-3066 Boynton Beach,Florida 33425-0337 United States United States r , Doing Business as Division Name Division Number (blank) (blank) (blank) Congressional District State I Country of Incorporation URL Florida 21 Florida I United States www.boytonbeachcdc.org Registration Dates Activation Date Submission Date Initial Registration Date Mar 29,2022 Mar 25,2022 Feb 14,2006 Entity Dates Entity Start Date Fiscal Year End Close Date Dec 21,1999 Dec 31 Immediate Owner .,. CAGE Legal Business Name (blank) (blank) Highest Level Owner CAGE Legal Business Name (blank) (blank) Executive Compensation Registrants In the System for Award Management(SAM)respond to the Executive Compensation questions in accordance with Section 6202 of P.L.110-252,amending the Federal Funding Accountability and Transparency Act(P.L.109-202).This Information Is not displayed in SAM.It Is sent to USAspanding.gov for display In association with an eligible award.Maintaining an active registration In SAM demonstrates the registrant responded to the questions. Proceedings Questions Registrants in the System for Award Management(SAM)respond to proceedings questions in accordance with FAR$2.209-7,FAR 52.209-0,or 2.C.F.R.200 Appendix XII.Their responses are not displayed In SAM.They are sent to FAPIIS.gov for display as applicable.Maintaining an active registration In SAM demonstrates the registrant responded to the proceedings questions. Active Exclusions Records? No I authorize my entity's non-sensitive information to be displayed in SAM public search results: Yes • z 4F.._. `\\t ;'fl��,,,,,� a.�S. �\Yh�� 6''t��g., - s � �t _-.� � �ta ;(4 �`"�1r��'�t�t; �ik. n Business Types Entity Structure Entity Type Organization Factors Corporate Entity(Tax Exempt) Business or Organization (blank) Page 723 of 1598 https://sam.gav/enliry/GZS6GQICQ 'M9/careData?status=Active Page I aft Las!updated by Amanda Webster on Mar 25,2022 at 03:49 PM BOYNTONBEACHFAITHBASED COMMUNITYDEVELOPMENT CORPORATION Profit Structure Non-Profit Organization Socia-Economic Types Check the registrant's Reps S Certs,if present,under FAR 52.212-3 or FAR 52.219-1 to determine if the entity is an SBA-certified HUBZone small business concern.Additional small business Information may be found in the SBA's Dynamic Small Business Search if the entity completed the SBA supplemental pages during registration. ....�,. ..........m. ... _. Other Entity Qualifiers Community Development Corporation +�FInanclaM Information Accepts Credit Card Payments Debt Subject To Onset No No ._. . EFT ® .... Indicator CAGE Code 0000 4B1D4 ]Points of Contact Electronic Business R 2191 N Seacrest BLVD Katurah Joseph Boynton Beach,Florida 33425 United States Katurah Joseph 2191 N Seacrest BLVD Boynton Beach,Florida 33425 United Stotts Government Business P. 2191 N Seacrest BLVD Katurah Joseph Boynton Beach,Florida 33425 United States Katurah Joseph 2191 N Seacrest BLVD Boynton Beach,Florida 33425 Unfled States ]Service Cfassiffcaklons NAICS Codes Primary NAICS Codes NAICS Title Yes 623990 Other Residential Care Facilities Disaster Response This entity does not appear in the disaster response registry. Page 724 of 1598 Mips://sam.gov/entity/GZSGGQICQFM9/coreDaW?status=Active Page 2 aft ® Scoring Criteria Applicant Name:Boynton Beach Faith Based Community Development Corporation Inc. Actiui Need and 0-7 Dints ($-14 points) ,� (15-20 points)' 20 Points Available Jus#ification Explanation: A description on how The description and There is a clear The activity will be the program justification on how focus on how the evaluated in terms of addresses an the program or program will the justification of the identified need was service addresses address the need. need for the activity in not included in the the identified need The applicant has the community. application. is vague and provided The proposed program somewhat unclear. satisfactory or services responds to There was moderate = justification of the a need in the evidence supporting need for the points community. causal conclusions activity. There was The applicant has and positive findings strong evidence identified how the on one or more supporting causal evidence-based intended outcomes. conclusions and program or service positive findings on addresses the need. one or more intended outcomes. Risk Assessment (0-7 points} (8-14 points) ) (15-20 points) 20 Points Availably Explanation: Applicant was not Applicant Applicant was able Applicants are expected able to successfully demonstrated the to clearly and to demonstrate that demonstrate the experience,staff successfully they are eligible, experience, staff capacity and ability demonstrate the capable, have the staff capacity and ability to comply with experience, staff capacity, experience to comply with the some of the capacity and ability with the proposed necessary requirements for to comply with all project and responsible requirements for receipt of federal the necessary in the management of management of funds pertaining to requirements for federal funds. federal funds. fiscal and the receipt of Fiscal and administrative administrative federal funds. oversight, internal oversight,and/or Documentation was points controls, policies, internal controls, provided related to procedures must be policies and experience in fiscal clearly documented. procedures. and administrative oversight, internal controls and policies and procedures. Page 725 of 1598 CDBG NOFO Subrecipient Grant - Scoring Criteria : f Me Eoiy (0-3 points) !0 PointsAvailable Explanation:- A description on how rhere a ear is clear r The applicant provides a the project will reach how the project w focus on how the description on how the z underserved reach underserved project will reach project aims to reach populations was not populations is vague underserved underserved included in the or somewhat populations. populations. application. unclear. The applicant The applicant demonstrated that Points demonstrate that is is working with working with other other organizations organizations in a in a cooperative cooperative effort on effort on the the program or service. -1 program or service. !Future Model (0-7 points) (8-14 points) (15-20 points) 20 Points Available Sustainability and Support Explanation: The answer is vague The answer includes The answer is clear The applicant describes or does not include intended project and includes the intended outcome intended project outcomes. intended project of the project and how outcomes. Explanation on how outcomes.There is a project success would Explanation on how sustainability can be strong explanation be measured. sustainability can be achieved is there, on how tel. Points The proposal describes achieved is weak. but somewhat sustainability can be how sustainability can There is no plan for unclear.The plan for achieved over a long be achieved to continue handling ongoing handling ongoing period of time and the services after CDBG expenses. expenses is vague. how any ongoing funds have been spent. expenses will be handled. Activity Management& (0-5 points) (6-10 points) points) 15 Points Available Implementation Explanation: Goals and objectives Goals, objectives, Goals and objectives Applicants have are vague or are not and resources are are clear and provided included. Resources documented,and I achievable given the documentation and necessary to implementation of availability of information showing the implement the the proposed « necessary resources goals,objectives, and proposed activity are activity may not be for the operation Points resources needed to not listed, not clear, feasible given the and maintenance of implement the and/or not available. type and availability the activity. proposed activity are of resources. available and ready. ....................--..............---........ ........................... Page 726 of 1598 rScoring i Cost Reasonableness (0-5 points) (6-10 points) (11-15 points) 15 Points Available and Effectiveness Explanation: The budget The budget The budget The activity will be document was document was document was evaluated in terms of its incomplete and did complete but the complete and the impact on the identified not adequately applicant did not applicant provided need, its capture the provide the all the necessary implementation costs necessary budget necessary information and t and budget funding information or information for justification for the request relative to the provide justification justification for the level of funding financial and human for the level of level of funding requested. resources. Evaluation funding requested. requested. will include the cost -1 Points incurred per person or per unit and the justification for a particular level of funding. Programs that are requesting support of administrative costs can range from 0-15%. a Total Points: ....,� Reviewer Name �' ► Reviewer Title. ,��, , � �.� �� ti , �` 06 C�l car, � r r ad j r Page 727 of 1598 Subrecipient Granti i Applicant Name: Boynton Beach Faith Based Community Development Corporation Inc. ® . . IBM Moil Activity Need and (0-7 points) (8-14 points) (15-20 points) 121z)Points Available Justification Explanation: A description on how The description and There is a clear The activity will be the program justification on how focus on how the evaluated in terms of addresses an the program or program will the justification of the identified need was service addresses address the need. need for the activity in not included in the ' the identified need The applicant has the community. application. is vague and provided The proposed program somewhat unclear. satisfactory or services responds to There was moderate justification of the 18 Points a need in the evidence supporting I need for the — — community. causal conclusions activity. There was The applicant has and positive findings strong evidence identified how the on one or more supporting causal evidence-based intended outcomes. conclusions and program or service positive findings on addresses the need. one or more intended outcomes. Risk Assessment (D-7 points) ($-14 points) (15-20 points) 24 Points Availafle Explanation: Applicant was not Applicant Applicant was able Applicants are expected able to successfully demonstrated the to clearly and to demonstrate that demonstrate the experience, staff successfully they are eligible, experience, staff capacity and ability demonstrate the capable, have the staff capacity and ability to comply with experience, staff capacity,experience to comply with the some of the capacity and ability with the proposed necessary requirements for to comply with all project and responsible requirements for receipt of federal the necessary in the management of management of funds pertaining to requirements for federal funds. federal funds. fiscal and the receipt of Fiscal and administrative administrative federal funds. oversight, internal oversight, and/or I Documentation was —16_Points controls, policies, internal controls, provided related to i procedures must be policies and experience in fiscal clearly documented. procedures. and administrative oversight, internal controls and policies and procedures. Page 728 of 1598 CDBG NOFO Subrecipient Grant - Scoring Criteria Hill OEM Equity (0-3 points) (4-6 points) —11-040 points 10 Points Available points) Explanation: A description 7onhow The description on There is a clear The applicant provides a the project will reach how the project will focus on how the description on how the underserved reach underserved project will reach project aims to reach populations was not populations is vague underserved underserved included in the or somewhat I populations. populations. application. unclear, The applicant —10—Points The applicant demonstrated that demonstrate that is is working with working with other other organizations organizations in a in a cooperative cooperative effort on effort on the I the program or service. program or service. "NAure MbdOel (0-7 points) (8-14 points) 15-20 points) 20 Points Available Model SustainabilitV and Support Explanation: The a nswe r is vague The answer includes The answer is clear The applicant describes or does not include intended project and includes the intended outcome intended project outcomes. intended project of the project and how outcomes. Explanation on how outcomes.There is a project success would Explanation on how sustainability can be strong explanation be measured. sustainability can be achieved is there, on how 16 Points The proposal describes achieved is weak. but somewhat sustainability can be how sustainability can There is no plan for unclear.The plan for achieved over a long be achieved to continue handling ongoing handling ongoing period of time and the services after CDBG expenses. expenses is vague. how any ongoing funds have been spent. expenses will be I handled. Activity Management (6-10 points) (11-15 points) 15 Points Available Implementation Explanation: Goals and objectives Goals, objectives, Goals and objectives Applicants have are vague or are not and resources are are clear and provided included. Resources documented, and achievable given the documentation and necessary to implementation of availability of information showing the implement the the proposed necessary resources goals,objectives,and proposed activity are activity may not be for the operation —12—Points resources needed to not listed, not clear, feasible given the and maintenance of implement the and/or not available. type and availability the activity. proposed activity are of resources. available and ready. Page 729 of 1598 ® Scoring Criteria ...... ....... ...... 11 & . a . .ME6 • . Cost Reasonableness (0-5 points) (6-10 points) (11-15 points] 15 Points Available and Effectiveness r l ^ Explanation: The budget The budget The budget The activity will be document was document was document was evaluated in terms of its incomplete and did complete but the complete and the impact on the identified not adequately applicant did not applicant provided need, its capture the provide the all the necessary implementation costs necessary budget necessary information and and budget funding information or information for justification for the request relative to the provide justification justification for the level of funding financial and human for the level of level of funding requested. resources. Evaluation funding requested. requested. will include the cost 13 Points incurred per person or per unit and the justification for a particular level of funding. Programs that are requesting support of administrative costs can range from 0-159 . Total Points: 85 Reviewer Name: Rebecca Harve Reviewer Title: Sustainability_Coordinator Page 730 of 1598 1Criteria _Applicant Name:Boynton Beach Faith Based Community Development Corporation® Inc.. Activity Need and - points) (8-14 pins) )pots)# in 20 points Available Justification Explanation: A description on how The description and There is a clear The activity will be the program justification on how focus on how the evaluated in terms of addresses an the program or program will the justification of the identified need was service addresses address the need. need for the activity in not included in the the identified need The applicant has the community. application. is vague and ( provided The proposed program somewhat unclear. satisfactory or services responds to There was moderate justification of the 19 Points a need in the evidence supporting need for the community. causal conclusions activity. There was The applicant has and positive findings strong evidence identified how the on one or more supporting causal evidence-based intended outcomes. conclusions and program or service positive findings on addresses the need. one or more intended outcomes. OExplanlatiow" (0-7 points) (8-14 points) (15-2Q points 20 points Avail11 ab11 lie'Applicant was not Applicant Applicant was able Applicants are expected able to successfully demonstrated the to clearly and to demonstrate that demonstrate the experience, staff successfully they are eligible, experience, staff capacity and ability demonstrate the capable, have the staff capacity and ability to comply with experience, staff capacity,experience to comply with the some of the capacity and ability with the proposed necessary requirements for to comply with all project and responsible requirements for receipt of federal the necessary in the management of management of funds pertaining to requirements for federal funds. federal funds. fiscal and the receipt of Fiscal and administrative administrative federal funds. oversight, internal i oversight, and/or Documentation was 20 Points controls, policies, internal controls, provided related to q procedures must be policies and experience in fiscal clearly documented. procedures. and administrative oversight, internal controls and policies and procedures. Page 731 of 1598 Subrecipient Grant - Scoring Criteria 1Eqty (0-3 points077r' ) rhere ts) 10 Points Available anation: A descriptiption on clearapplicant provides a the projectoject will ow the 11 description on how the underserved reach underserved project will reach project aims to reach populations was not populations is vague underserved underserved included in the or somewhat populations. populations. application. unclear. The applicant The applicant demonstrated that 10 Points demonstrate that is is working with working with other other organizations organizations in a in a cooperative cooperative effort on effort on the the program or service. pro ram or service. Future Model 10-7 points) 7 ($-14 polnts� � � (15-�0 points) 0 ', '7nts Available Sustainability and Support Explanation: The answer is vague The answer includes The answer is clear The applicant describes or does not include intended project and includes the intended outcome intended project outcomes. intended project of the project and how outcomes. Explanation on how outcomes.There is a project success would Explanation on how sustainability can be strong explanation be measured. sustainability can be achieved is there, on how The proposal describes achieved is weak. but somewhat sustainability can be 17 Points how sustainability can i There is no plan for unclear.The plan for achieved over a long be achieved to continue handling ongoing handling ongoing period of time and the services after CDBG expenses. expenses is vague. how any ongoing funds have been spent. expenses will be handled. NMI J Act`fvity Management& (015 points) (5-10 points) (11-15 points) 15 Paints Availa lie Implementation Explanation: Goals and objectives Goals, objectives, Goals and objectives Applicants have are vague or are not and resources are are clear and provided included. Resources documented, and achievable given the documentation and 1 necessary to implementation of availability of information showing the implement the the proposed necessary resources goals,objectives,and proposed activity are activity may not be for the operation 11 Points resources needed to not listed, not clear, feasible given the and maintenance of implement the and/or not available. type and availability the activity. proposed activity are of resources. available and ready. Page 732 of 1598 i ient Grant - Scoring Criteria CostReasonableness (6-5 points) -10 points)' (11-iS points} 1S Points Available and Effectiveness' Explanation: The budget The budget The budget The activity will be document was document was document was evaluated in terms of its incomplete and did complete but the complete and the impact on the identified not adequately applicant did not applicant provided need, its capture the provide the all the necessary implementation costs necessary budget necessary information and and budget funding information or information for justification for the request relative to the provide justification justification for the level of funding financial and human for the level of level of funding requested. resources. Evaluation funding requested. requested. will include the cost 14 Points incurred per person or per unit and the justification for a particular level of funding. Programs that are requesting support of administrative costs can range from 0-15%. Total Points: 1, Reviewer Name:John Duman Reviewer Title: Economic Develo ment Manager Page 733 of 1598 The City ofBoynton Beach FINANCIAL ICS DEPARTMENT COMMUNITY IMPROVEMENT DIVISION 100 E.Ocean Avenue Boynton Beach,Florida 33425 " TELA 561.742.6359 June 20, 2022 Ms. Keturah Joseph, CEO Boynton Beach Faith Based C.D.C. 2191 N. 5eacrest Blvd. Boynton Beach, FL 33435 Re: Community Development Block Grant(CDBG) Funding FY 2022/2023 Dear Ms. Joseph: This letter is in regards to your application for CDBG funds for the Fiscal Year 202212023. The CDBG Application Review Committee assessed your application and based on their scoring and funding availability, I regret to inform you that your application was not recommended for funding at this time, Thank you for taking the time to apply. I wish you success in your efforts. Very Respectfully, U—W Z�� RJ f amirez Community Improvement Manager Page 734 of 1598 is Fiscal Year 2022 (October 2, 2022 to September 30,2023) COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) Not-For-Profit Subrecipient Grant Application SUBMISSION DEADLINE May 20, 2022, 4:30PM Hard copy and a Di itaVoectronic Cop to ramirezr 'bb I.us City of Boynton Beach Community Improvement Division 100 East Ocean Avenue Boynton Beach, FL 33435 (No applications will be accepted after 4:30 PM on May 20, 2022) FOR MORE INFORMATION OR QUESTIONS, PLEASE CONTACT: CITY OF BOYNTON R!Ramirez,Community Improvement Manager COMMUNITY IMPROVEMENT 01VISION 100 fast Ocean Avenue Boynton Beach, R 33435 Telephone: 561-742-6359 Email:ramvezr(bbfl.us Boynton-beach.org/commu nity-im prove ment Page 735 of 1598 Agency Name Aid to Victims of Domestic Abuse, Inc. (AVDA Project: Commit to Change A Violence Prevention Initiative APPLICATION ......... Submit Hard Co and a Dl ita]I Electronic Application Application is signed and dated. By Director, and Board Chairperson 501(c) (3) is attached (No-For-Profit Status) NA City of Boynton Beach Business Tax Receipt attached (if applicable). PD Board Member list. Copy of latest audit. All funding sources for this project identified. ADDITIONAL ATTACHMENTS _.._.. .. ..®..® _..... _............. Attachment 1 Agency Articles of Incorporation, Agency By-laws, and Tax Documents submitted to the Internal Revenue Service (IRS). ............. _..... ! Attachment 2 Copies of current license(s) needed to operate (as applicable to the 1 funded activity) including City of Boynton Beach Business Tax Receipt (if applicable) Attachment 3 Documentation of all additional funding sources for program(s)/project(s) listed in application (if applicable) A description/schedule of fees charged to the targeted Attachment 4 beneficiaries of the programs/services/facilities to be funded (if applicable) A job description for each position for which funds are being Attachment 5 requested (explain role/responsibilities within each program/project and explain salary increase request if higher than amount funded last year) (if applicable) Page 736 of 1598 _ Certifications and Affirmations I certify that I am authorized to submit this application on behalf of the applicant agency. _ I affirm that the award and payment of grant funds are subject to the sole and absolute discretion of the City of Boynton Beach City Commission without recourse. By submitting this application, I waive any and all claims related to the City of Boynton 1 Beach CDBG Program and specifically agree to indemnify and hold the City, its employees, officers, agents, and representatives harmless from any and all claims which may be in any way related to any City of Boynton Beach CDBG Program award, payment, and/or denial. I certify that my agency was established and operating in the City of Boynton Beach on or before October 1, 2019. ........ If funded, I affirm the applicant agency will continue service operations in the City of Boynton Beach. l affirm that the tax documents provided in this application are identical to those I have submitted to the Internal Revenue Service. 1 acknowledge that, funds are distributed by reimbursement only if this grant is approved, any amount my agency receives may be considered taxable income by the Internal Revenue Service. I acknowledge that, if this grant application is approved, the City of Boynton Beach and Representatives of HUD,the Inspector General, and the General Accounting Office shall have access to all books, accounts, records, reports, files, and other papers, or property pertaining to the administration, receipt and use of CDBG funds necessary to facilitate such reviews and audits, as applicable and described under 24 CFR § 570.490(c). 1 acknowledge that, all records relating to the City of Boynton Beach CDBG Program, including supporting documentation, shall be retained for the greater of three years from closeout of the grant to the City, as applicable and described under 24 CFR§ 570.490(d), unless there is litigation, claims, audit, negotiation, or other actions involving the records.The records must be retained until completion of the action and resolution of all issues. I acknowledge that, if this grant application is approved, my name, my agency name, _ and my grant award amount may be made public by the City of Boynton Beach. I acknowledge that, if this grant application is approved, my agency will be subject to Florida Sunshine Law, FL State Statute 119.0701 Print Full Name: Pam O'Brien, M S W., J.D. Applicant Signature: ' Title: President & CEO r Date: f} 2 Page 737 of 1598 FY 2022 Funding Request To submit an application, complete A — G, Attachments 1-5 (if applicable) and any other items requested. Do not include any items that are not requested. Submit a Hard copy and a digital/electronic copy to RJ Ramirez, Community Improvement Manager (ramirl'zr bbfl.u5) Community Improvement Division, 100 East Ocean Avenue, Boynton Beach, FL 33435 by 4:30pm, May 20, 2022. Please review the "Subrecipient Guide" for the program reporting requirements, goals and timelines. For assistance, please call the Community Improvement Division at 561-742-6359. A. GENERAL INFORMATION 1. Name of Applicant: Aid to Victims of Domestic Abuse, Inc. (AVDA) X No-For-profit Unique Entity ID# Q6CKQAAWDMJ7 (Provide copy of your IRS ruling providing tax exempt status under Section 501(c)(3)of the 1986 IRS Code) 2. Name of Project: Commit to Change: A Violence Prevention Initiative 3. Area or Location of Project: Community-based throughout the City of Boynton Beach See attached. 4. Contact Person/Title Kathleen Hishmeh, Chief Operations Officer (Preferobly Executive Director/President/CEO) Email Address: khishmeh@avda-fl.com Mailing Address/Zip: PO Box 6161, Delray Beach, FL 33482 Telephone: 561-265-3797 x104 Fax: 561-265-2102 Additional Contact Person/Title. Jennifer Rey, Chief Program Officer (Preferably Person responsible for preparing reimbursements/quarterly reports) Alternate Email Address: fret'@avda-fl.com Mailing Address/Zip: PO Box 6161, Delray Beach, Fl_. 33482 Telephone: 561-251-7330 Fax: 561-265-0697 3 Page 738 of 1598 5. Grant Request Activity Area (choose one): Homeless Prevention Services X Domestic Violence Prevention Public Safety/Crime Prevention Economic Development Senior Services Educational Program Other(please specify): 6. Amount of Funds Requested for Project: $36,000 7. Amount of Matching Funds for Project:$36,000 Match Type:_Cash X Other Grants Donations Other Please Identify Source of Additional Funding: Florida Department of Children & Families-State Funds S. CDBG COST: (a) Total CDBG Funds Requested $36000 (b) Total Unduplicated Units Served 480 (Explain how determined?) $36,0001480 hours of staff time= $75 per hour of staff time facilitating Commit to Change programming reaching a minimum of 75 youth in the City of Boynton Beach. (c) CDBG Average Cost Per Unit (a/b) $75 per staff hour of program facilitation TOTAL PROJECT COST INCLUDING OTHER SOURCE OF FUNDING: (a) Total Project $420,704 (b) Total Unduplicated Units Served 5 609_ (Explain how determined?) $420,70415,609 hours of staff time= $75 per hour of staff time facilitating Commit to Change programming throughout Palm Beach County. (c) TOTAL Average Cost Per Unit (a/b) $75 per staff hour of sarocram facilitation 4 Page 739 of 1598 9. Is this project: A new service; or X A quantifiable increase in the level of an existing service which has been provided by the grantee on its behalf through State or local government funds in the 12 months preceding the submission of the grantee's Consolidate d Plan Annual Action Plan Has the applicant received or will receive other f=ederal, State or local government funds for the proposed project(s)for which the applicant is requesting CDBG funds? Yes_X_ No if Yes, what is the funding source? *Palm Beach County, Florida Department of Children &Families + i s omen, o y n a E of PB1MC, DonationsiSpecial Events. How much? *S100,000-- $63,682-- $116667-- 525,000--S79 355 *Also see attached Funding Sources Document 10. Could this project occur without these funds? X Yes No 11. Will this project continue after CDBG funding ends? X Yes No If Yes, describe how the applicant will guarantee the sustainability of the project/program after CDBG funds have been spent. AVDA's mission to offer life-saving services while promoting violence-free, equitable relationships and creating the social changes necessary to end domestic and dating violence is fully supported by AVDA's Directors staff and our communi .AVDA will sustain the„proosedWprolect by seeking alternative government and foundation grants and private donations from community members. AVDA engages in diverse fundraising events and initiatives to support Commit to Change and other services.Without continued funding from CDBG funds,AVDA would continue Commit to Change programming with a reduced number of communities and youth served. B. PROPOSED_PROJECT: Project Description: Please Describe your project in five sentences (this description will be used in future publications should your application be approved). AVDA's Commit to Change:A Violence Prevention Initiative is a domestic violence prevention project addressing the community educational needs to prevent domestic and dating violence. AVDA's Commit to Chan2q reventiq rovides a comfrehensive evidence-informed 9-session curricula to youth between the aaes of 12-18. Community education and plans to imalement strategies include the facilitation of AVDA's Domestic Violence and Dating Violence Prevention workshops fqr roarents and Community Action Team meetings with community members and youth. Youth engaged in Commit to Change programming are supported in the organization, planning, and implementation of community youth-led impact projects to create awareness events to end domestic and dating violence amongst their peers. AVDA's Commit to Change project seeks to reduce the overall likelihood that anyone will become a victim or a perpetrator by creating conditions that make violence less likely to occur and educates youth and adults to identify and address early signs of abuse. Page 740 of 1598 C. STRATEGY: Check the ONE STRATEGY that best describes your project and provide number of units that will be served under this program. _..... _.___._._... Check One Specific objective Number of Units This Project Will Serve __.....�� ......... _� _. � .Huu.., I Public Service Homeless Prevention Services Households/Persons: V i (please specify which) Public Safety/Crime Prevention Households/Persons: I (please specify which) Domestic Violence Prevention Households/Persons: _ X (please specify which) 460 hours of Commit to Change programming Facilitated with a minimum of 75 youth in the City of _ Boynton Beach. _ Senior Services Elderly Households/Persons: (please specify which) i Youth Programs Children/Youth: I ... ...__... _—_________________________________ ._.....- �. Educational Program (Specify) Households/Persons: (please specify which) I Other(Specify) Households/Persons: (please specify which) 6 Page 741 of 1598 C. PROJECT SUMMARY The City is responsible for ensuring that the United States Department of Housing and Urban Development(HUD)funds are used in accordance with all CDBG program requirements, that performance and goals will be achieve and that the all funded projects will be in compliance with all applicable federal regulations. Please provide a detailed description of: 1. The scope of services of the proposed project/activity to be funded, including a plan of action explaining in detail how the agency(and who, specifically) will implement the activity(i.e., intake procedures, collect required documentation, reimbursement request, progress reports, end of the year report, etc.). 2. On average how many individuals are or will be receiving assistance per month? 3. What documentation/data was used to determine the need for this type of program? 4. How do you evaluate the overall effectiveness of the program? 5. How this activity relates to the overall organizational structure? 6. Be very specific how the CDBG funds are proposed to be used? 7. How CDBG funds will it impact your current operation? (Attach additional sheets if necessary) See attached. 7 Page 742 of 1598 8. How does the organization identify new initiatives/projects? See attached. 9. Where will the program take place and is it within the City of Boynton Beach Municipal Boundaries? Commit to Change takes place in schools,youth centers, and community organizations throughout the �,uue __..., Cite of Boynton Beach. 10. Who are the targeted beneficiaries (i.e., geographic area, persons served, etc.), and how are they selected for the program? (at least 70%of the City's CDBG funds must directly benefit our low and moderate-income citizens)?What documentation is collected to verified clients served are Low-to-mode rate- income (LMI)? (Attach additional sheets if necessary) See attached. 8 Page 743 of 1598 11. Are you working with other organizations in a cooperative effort on the program? Yes X No T If yes, please list the other organizations and their role and responsibilities. See attached. 12. Does the subrecipient charge fees to its clients?Yes No X 13. Will Program Income be generated from this activity? Yes_No X If yes explain how will the program income be used? D. Goals/Objectives/Activity Measures: Descriptive narrative. Please use separate Goal Sheet for each individual project(if applicable). Project/Program Title: . _......... ......... Goal# 1: Youth will increase their skills to develop healthy, nonviolent, equitable relationships. i i Objective:#1 65% of 75 youth enrolled in Commit to Change's 9-session prevention curriculum will report an increase in their skills to develop healthy, nonviolent, equitable relationships. r Resources deeded&Available: Violence Prevention Educator, AVDA's Commit to Change primary prevention curricula, and evaluation measurement tools. i i Start Date & Duration: October 2022 — Ongoing throughout the project year _I 9 Page 744 of 1598 _._......_..._._... ........................... Goal ff Goal #1: I Youth will increase their skills to develop healthy, nonviolent, equitable relationships. i r Obiective:#2 A minimum of 5 youth who complete AVDA's Commit to Change domestic and dating violence prevention curriculum will organize and facilitate a community impact project. Resources Needed &Available: Violence Prevention Educator and an evaluation measurement tool specific to the' planning, organizing, implementation and reflection of the project. i Start Date&Duration: January 2023— 5 months �.. i Goal#2- Parents and community members will serve as healthy role models for youth and the community. Pb ective• 1 80% of parents in attendance at two parent workshops facilitated in the City of Boynton Beach will increase their knowledge of domestic and dating violence resources available to support youth and community members experiencing domestic and dating violence. Resources Needed &Available: Violence Prevention Educator, parents, AVDA's Domestic Violence training, and evaluation measurement tools. Start Date& Duration: October 2022 — Ongoing throughout the project year 10 Page 745 of 1598 E. PROJECT BUDGET Please list applicant's anticipated expenditures, detailing requested funds and additional funding. Please place C=Cash, Hn-Kind, O=Other Grants, D=Donations beside each amount under "Other Project Funds" to denote the type of funds being used. If funding request is for multiple programs/projects, please provide a separate PROJECT BUDGET for each program/project Line Item Leq�Requested G Funds Other Project Total Project Budget Funds ADMINISTRATION: Personnel (93.79)^^^^ $23,131 $198,705 $221,836 Payroll Taxes 1,867 21,469 23,336 Employee Benefits 2,572 29,566 ! 32,138 Office Supplies-All Supplies' 360 8,636 8,996 Copy Supplies 0 0 0 Postage 0 0 0 I Telephone-Communications _. C - 0 9,551 i 9,551 Professional Services fee 0 23,187 23,187 _ e.� __. __. (Explain) Conf&Travel 0 15,364 15,364 ` . ...e.m 1 Other(explain) Occupggqy _ 2,340 40,767 i 43,107 j Other(explain)Transportatior� 1,034 3,910 4,944 _......._.. __.... other(explain)Admin Cost ; 4,$96 33,549 38,245 1 PROGRAM: s _ _ - �. _. i ._ .. TOTALS $36,000 $384,704 1 $420,704 .. Notes: 11 Page 746 of 1598 F. APPLICANT INFORMATION (Provide a detail description of each) 1. Capacity of Organization: Is the agency adequately staffed? See attached. 2. Explain how this program fits with your mission? See attached. 3. Please explain your organization experience with the proposed project? See attached. ]2 Page 747 of 1598 APPLICANT INFORMATION (cont.) 4. Staffing Capacity: Who works on the project directly and indirectly? See attached. 5. Will all CDBG funds awarded be maintained in a manner that they will be accounted for separately and distinctly from other sources of revenue or funding? Provide a brief description of the applicant's policies and procedures that ensure funds will be tracked appropriately. See attached. 6. Does the applicant have written policies and procedures? How often are these policies and procedures updated? Provide a brief list of the topics covered in the applicant's policies and procedures. The City of Boynton Beach may request a copy for review during the application and award process or as part of the grant monitoring process. Yes, annually. Topics covered include: Audit, Banking, Budget; Cost Allocation Methodology; Credit card processing and handling; Disclosure of Records-, Expenditures-, Financial Reporting; Fixed Assets; Grant Accounting; Payroll, Merit, Bonuses and cost of living adjustments, Salary Scale Review; Procurement; Record Maintenance and Retention; Travel and Mileage; and Pro gram Services. 7. Is the applicant's financial management system able to track actual expenditures and outlays with budgeted amounts for each grant or subgrant? Provide a brief summary of the organization's process for tracking expenditures, including tracking budgeted versus actual amounts. Yes Revenues and costs for Funder are set up fn QuickBooks through individual GL account code, project budget and Customer Job. Reconciliation reports are maintained on detail of budget line items for each grantor to assure proper allocation in accordance with their program objectives and approved budget. 13 Page 748 of 1598 S. Does the applicant have effective internal controls in place to ensure that federal funds are used solely for authorized purposes? Provide a brief description of the applicant's internal controls that will provide reasonable assurance that the award funds will be managed properly. See attached. 9. Does the applicant have a documented records retention policy? If so, briefly describe the policy and confirm that the policy complies with federal regulations. Information on Records Retention and Access can be found at 2 C.F.R § 200.333- 200-337- See attached. 10. Governing Body Profile (Does Board membership reflect the community as regards ethnicity, gender and representative of the population served? Is Board Orientation conducted for new members? Ho_w often does the Board meet? Please Include Board Member list) AVDA s Board reflects the diversity of the community with regard to ethnicity, gender and representatives of the population served AVDA's Board Chair is ,Hispanic, the Treasurer is Black. The Vice Chair is Black and the Secretary is White. All of the Officers of the Board are women. The maiority of,th-a-population served by AVOA are women who are survivors of domestic violence. Thirtv, ercent of AVDA's Board members have reported that they are survivors of domestic violence. Anot her 10% have reported that a family member survived domestic violence. The Board includes two Chiefs of Police (one from Delray Beach and one from Highland Beach). Seventy percent of the Board members are women; 50% am White: 40% arp, 131 ck; 10% are Hispanic. AVDA strives to maintain a d,iverse,Board of Directors. The Board ,. ,.. meets monthly, with the exception of two months when they don't meet it picall ... .... �. _. . December and July). Board Orientation is conducted for new members by the President & CEO and another member of.the Board, AVDA's attorney,9vides training on„ Boardp Member Responsibilities annually 14 Page 749 of 1598 G. Conflict of Interest Federal Iaw(24 CFR 570.611)prohibits persons who exercise or who have exercised any functions or responsibilities with respect to the above grant—or who are in a position to participate in a decision malting process or to gain inside information with regard to such activities, may obtain a financial interest or benefit from an assisted activity—either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. 1. Is there any member of the applicant's staff, member of the applicant's Board of Directors, or office who currently is or has/have been within one year of the date of this application a City employee, or a member of the City Commission? Yes X No If yes, please list names: 2. Is there any member of the applicant's staff, member(s) of the Board of Directors, or officers)who are business partners or immediate family of a City employee,or a member of the City Commission? Yes X No if yes, please list names: 3. Will the funds requested by the applicant be used to pay the salaries of any of the applicant's staff or award a subcontract to any individual who is or has been within one year of the date of this application a City employee, or a member of the City Commission? Yes X No If yes, please list names: 15 Page 750 of 1598 REPAYMENT: Funding from this grant program is subject to federal, state and local audit. If a determination is made that these grant funds were used in a manner inconsistent with program guidelines, for an ineligible expense or for expenses reimbursed by another federal, state or local grant/loan program then the awarded entity will reimburse the City of Boynton Beach these funds. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the CDBG grant program,the application and application guidelines. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the part of the City of Boynton Beach to any third party. The City is not required to verify that entities that have contracted with the applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which the applicant is directly responsible is sufficient assurance for the City to award loan funding. The applicant certifies to the best of his/her knowledge and belief that the data in this application is true and correct and that the filing of the application has been duly authorized by the governing body of the applicant (if applicable) and that the applicant will comply with all the requirements of this grant if the application is approved. _._. " n (" .. Name; Pam O'Brien, M.S.W., J.D. Signature;-, Title: President & CEO Date: Name Vicki Maven Signature: Title: AVDA Board Chair Date: 16 Page 751 of 1598 C. PROJECT SUMMARY 1. The scope of services of the proposed project/activity to be funded, including a plan of action explaining in detail how the agency(and who,specifically)will implement the activity(i.e., intake procedures,collect required documentation, reimbursement request, progress reports, end of the year report,etc.). 2. On average how many individuals are or will be receiving assistance per month? 3. What documentation/data was used to determine the need for this type of program? 4. How do you evaluate the overall effectiveness of the program? S. How this activity relates to the overall organizational structure? 6. Be very specific how the CDBG funds are proposed to be used? 7. How CDBG funds will it impact your current operation?(Attach additional sheets if necessary) Commit to Change: A Violence Prevention Initiative (Commit to Change) is a project within AVDA's Domestic Violence Outreach Program.AVDA provides educational programs to members of the community, from children to professionals, on the issues related to domestic violence, including effective intervention and prevention strategies with the goal of reducing the occurrence of domestic violence in Palm Beach County. Commit to Change is comprised of primary prevention education components. Primary prevention seeks to reduce the overall likelihood that anyone will become a victim or a perpetrator by creating conditions that make violence less likely to occur. Studies have shown that effective violence prevention education for youth contributes toward building a healthy emotional state that positively affects their academic, family, and social life. AVDA has provided prevention programming with youth and adults in Palm Beach County since 1992. In 2008,AVDA aligned our violence prevention programming with the Centers for Disease Control's (CDC's) recommended public health model to prevent the occurrence of domestic and dating violence by developing a 9-session,evidence-informed, primary prevention curriculum for middle and high school youth, youth-led community impact projects, parent workshops, and a Community Action Team to engage adult influencers in supporting youth to develop healthy, equitable dating relationships. AVDA's comprehensive curriculum is age appropriate and culturally competent for youth living in Boynton Beach and includes all nine of the effective prevention principles as outlined in Nation et al article, "What Works in Prevention." (http://www.ncdsv.org/images/AmPsy_W hatWorksinPrevention_6-7-2003.pdf) AVDA's Commit to Change program has been implemented at Boynton Beach Community High School since 2008.Youth are initially engaged in the program through AVDA's comprehensive 9- session primary prevention curriculum, which addresses the knowledge, attitude, beliefs, and behaviors that support violence and seeks to change social and gender norms to promote equality and healthy relationships. The last session of the curriculum is focused on effective community organizing strategies and highlighting the collective impact young people have on their peers and in their community. Upon completion of the curriculum, AVDA's Violence Prevention Educators meet weekly with students to develop community impact projects that 1 Page 752 of 1598 allow students to share their newly acquired knowledge and skills with other youth and community members in the City of Boynton Beach while increasing their confidence in using skills to build healthy dating relationships. Community impact projects in previous years have included Leadership students hosting school-wide events such as (1) poetry slams where students share their experiences with abuse or their vision for a peaceful, nonviolence society; (2) Teen Dating Violence Awareness Month activities on their campus during the month of February; (3) and facilitating classroom-style presentations for their peers on assertive communication, nonviolent conflict resolution, and dating rights and responsibilities. This program component is implemented weekly at Boynton Beach High Community High School in various classrooms, The scope of services included in Commit to Change, the proposed project to be funded, are (1) AVDA's Violence Prevention Educators will facilitate AVDA's 9-session, evidence-informed, domestic and dating violence prevention curriculum to high school students; (2) support youth in creating and implementing youth-led community impact projects; and (3) engage community members in preventing domestic violence through facilitating parent workshops on domestic violence and engagement in AVDA's Community Action Team Meetings to plan and implement domestic violence prevention activities. Attendance logs and post-surveys will be utilized in evaluating youth's completion of Commit to Change's domestic violence prevention curriculum and their change in knowledge, attitudes, beliefs, and behaviors towards domestic and dating violence. Community Impact Project Plans will be utilized to evaluate youth's engagement in community impact projects. AVDA's Violence Prevention Educator and Supervisor will be responsible for implementing the proposed project activities, collecting required documentation, documentation of group process notes and complete required reporting. The Outreach Services Director and Chief Program Officer are responsible for the oversight of Commit to Change staff and programming. Plan of Action: • AVDA's Violence Prevention Educator will facilitate AVDA's 9-session Commit to Change curriculum with 75 youth in the City of Boynton Beach and administer pre/post surveys to evaluate the effectiveness of the program. • AVDA's Violence Prevention Educator will provide leadership support and guidance for one (1)youth-led community impact project during the project year. • AVDA's Violence Prevention Educator will facilitate two parent workshops on domestic and dating violence during the project year. a AVDA's prevention team will facilitate four quarterly Community Action Team meetings throughout the project year with community partners and youth to oversee the progress of prevention programming. On average, 25 youth per month will be engaged in Commit to Change programming. This number is duplicated each month until the 9-sessions are completed,and new youth are engaged in programming. 2 Page 753 of 1598 Data from the Florida Department of Law Enforcement (FDLE) regarding the occurrence of domestic violence in Palm Beach County and Florida's 2019 Youth Risk Behavior Survey results support the need for domestic and dating violence prevention programming in our community to reduce the likelihood of victimization or perpetration of domestic violence. Palm Beach County has a history of significantly high numbers of domestic violence (DV) offenses. According to the Florida Department of Law Enforcement (FDLE) DV Crime Report by County for 2020, Palm Beach County had 4,359 DV crimes reported,the eighth highest among all 67 counties in Florida. Among all 67 counties in Florida in 2020, Palm Beach County also had the 10th highest number of DV deaths reported in the crime report (10), the seventh highest number of threat/intimidation offenses (48) and the sixth highest number of stalking offenses (27). Florida's 2019 Youth Risk Behavior Survey Report for Palm Beach County,which surveyed 9th-12th grade public high school students, reports 8.5% of our county's youth experienced physical dating violence and 6.6% experienced sexual dating violence. To meet the need, Commit to Change provides education and training to increase awareness of and access to domestic violence services while facilitating prevention programming to prevent future incidents of domestic violence with youth. Commit to Change, modeled after the Centers for Disease Control's (CDC's) recommended public health model to prevent the occurrence of domestic and dating violence, implements activities across the social-ecological model, which considers the interactions between individual, relationship, community, and societal factors that influence the likelihood of domestic violence. Evaluation measurement tools for this Commit to Change project are attendance logs, post- surveys, and community impact project plan. Attendance logs measure number of youth in attendance during curriculum facilitation; post-surveys document the change in youth's knowledge, attitudes, beliefs, and behaviors regarding domestic and dating violence; and the community impact project plan documents the planning, organizing, implementing, and reflecting on project by each youth that engages in a community impact project.AVDA's Violence Prevention Educators and Supervisor review the survey results to evaluate the effectiveness of the program services and make programming adjustments, as needed. Overall organizational structure. AVDA's mission is to offer life-saving services while promoting violence-free, equitable relationships and creating the social changes necessary to end domestic and dating violence. The organization is governed by a local Board of Directors. The President & CEO reports to the Board and oversees the operations of the agency. Staff employed at AVDA provide programs to support AVDA's mission. Commit to Change is the program within AVDA that promotes healthy equitable relationships and creates the social changes necessary to end domestic and dating violence in support of our mission. Our programs are offered to victims of domestic abuse and community members regardless of race, color, religion, sex, age, national origin or ancestry, gender, disability status, military status, veteran status, marital status, sexual orientation, gender identity or expression, citizenship, immigration status, language spoken, genetic information, familial status or any other basis protected under federal, state, or local laws. In addition to the Commit to Change program, AVDA offers extensive residential and advocacy programs for survivors and their youth. 3 Page 754 of 1598 AVDA is committed to increasing safety for residents in Boynton Beach by reducing the occurrence of domestic and dating violence in the city. CDBG funding through the City of Boynton Beach supports a portion of the salary and benefits of a Violence Prevention Educator and Supervisor to facilitate prevention programming and coordinate the extensive array of activities associated with AVDA's Commit to Change program in the City of Boynton Beach; a portion of the Outreach Services Director and Chief Program Officer salaries and benefits to oversee Commit to Change staff and programming; and a portion of rent, office supplies, and administrative costs. AVDA's Violence Prevention Educator will implement the CDBG funded project in Boynton Beach, maintain sign-in sheets, post surveys, and group process notes related to the documentation of this project. Commit to Change impacts our current operation by providing information to the community on AVDA's services and supports available for victims of domestic violence to become safe and free from violence while shifting the social norms in our county to prevent the occurrence of domestic and dating violence. CDBG funding will impact the quantity of community members receiving Commit to Change programming. 8. How does the organization identify new initiatives/projects? AVDA's strategic planning process identifies goals for the upcoming three years. Survivors of DV and community partners are a significant part of the process where AVDA identifies new initiatives. AVDA is a highly collaborative organization and leader in the domestic and dating violence prevention programming. AVDA has been an integral part of launching a new DV Coordinated Community Response (DV CCR) Team in Palm Beach County to develop and implement consistent response protocols, comprehensive services/referrals for victims, accountability for offenders by engaging key decision makers, and IPV prevention. The DV CCR now serves as the coordinating entity for all existing community collaborative meetings working to address DV in our county. AVDA's prevention Community Action Team (CAT) is now a subcommittee of the DV CCR, which provides AVDA the ability to engage new organizations and individuals to serve on the CAT and exposes CAT members to additional knowledge-based training on IPV.AVDA seeks to engage PBC Victim Services(PBC's certified rape crisis center) and YWCA Harmony House (certified DV center) as they facilitate sexual assault prevention and DV prevention efforts, respectively, on behalf of their organizations. Additional organizations and individuals will be identified to serve on the CAT when the full multidisciplinary team of the DV CCR is in place and members choose the most appropriate subcommittees to serve on based on their role in the DV system of care. AVDA also engages and invites youth participating in Commit to Change programming as members on the CAT. AVDA meets quarterly with our CAT members and AVDA is the lead organization of this team. AVDA currently has developed a Youth Advisory Council with engaged youth to create a leadership team for youth to represent their peers in prevention strategies implemented by AVDA, Youth engaged in Commit to Change programming heavily influenced our #CommittedMen public education campaign materials, bus shelter ads, Comic Book, keychain cards, PSA, produced music, and social media content. 4 Page 755 of 1598 10.Who are the targeted beneficiaries(i.e.geographic area, persons served,etc.)and how are they selected for the program?(at least 70%of the City's CDBG funds must directly benefit our low and moderate-income citizens)?What documentation is collected to verified clients served are Low-to-moderate-income (LMI)?(Attach additional sheets if necessary) The target population is youth in the City of Boynton Beach. Commit to Change serves youth throughout the City of Boynton Beach with a concentration in Boynton Beach Community High School to ensure programming reaches underserved populations of youth. The total minority enrollment of Boynton Beach Community High School is 93%, and 87% of students are economically disadvantaged.According to the most recent data available through the U.S.Census Bureau, in the City of Boynton Beach the per capita income is $31,743 and median household income is$56,850 both of which indicate that the majority of youth served by this project live in moderate income, low-income, very low-income, or extremely low-income based on the 2022 Palm Beach County Income Guidelines provided in the guidance with this funding application. 100%of CDBG funds for this project will directly benefit low-and moderate-income youth. 11. Are you working with other organizations in a cooperative effort on the program? If yes, please list the other organizations and their role and responsibilities. Yes. AVDA has a collaborative agreement with the School District of Palm Beach County that approves AVDA as an authorized organization to provide prevention programming on school campuses; a Memorandum of Agreement with BRIDGES to work collaboratively on community- based efforts to prevent domestic and dating violence; a Memorandum of Understanding with independent hip-hop artist Ramon "Absoloot" Robinson to engage men and boys in the prevention of domestic and dating violence; and a Memorandum of Understanding with Delray Beach Parks and Recreation's 505 Teen Center to facilitate prevention programming at their locations. AVDA also serves as a member of the statewide Florida Partnership to End Domestic Violence. F.APPLICANT INFORMATION 1. Capacity of Organization: Is the agency adequately staffed? AVDA, founded in 1985, is one of 41 certified DV centers in Florida. AVDA is a nonprofit, nongovernmental, community-based agency that provides safe shelter and advocacy for domestic and dating violence survivors throughout PBC, and community education, professional training and prevention programming for the community at large. AVDA's Emergency Shelter has been a safe haven for thousands of victims of domestic abuse. Adults and children are provided 24-hour, 7 days a week emergency shelter, crisis counseling, food, clothing, individual and group counseling services. In 2005, AVDA expanded its emergency shelter capacity and opened the doors to a new transitional living facility. The Casa Vegso Transitional Living Facility added a new dimension to AVDA's services by providing housing for domestic violence survivors for up to two years. In the transitional living program, survivors can 5 Page 756 of 1598 move from homelessness to independent living while receiving counseling, life skills, training, and encouragement. In 2006,AVDA added a Health &Weliness Initiative for residents in AVA's Emergency Shelter and Transitional Housing. This program was expanded in 2013 to include onsite yoga, exercise and nutrition classes for residents. In 2014, AVDA demolished its original shelter building to rebuild a new, state-of-the-art shelter that increased AVDA's capacity by 56% for a total of 64 beds. Since 2014, AVDA's Outreach Center expanded to add a full-time Economic Justice Advocate, thereby increasing access to AVDA's economic empowerment program, Anne's STEPS (Support Training and Education for Personal Success); a highly-collaborative Child Protection Investigation team project in is AVDA's Domestic Violence Child Welfare Advocate serves as a consultant to the CPI teams toward the goal of keeping children with the non-offending parents while holding perpetrators accountable for their behaviors; and a Domestic Violence (Coordinated Community Response)Victim Advocate who works collaboratively with Palm each County's Victim Service's, in which our advocate supports domestic violence survivors who have intersected with different systems in Palm each County due to the domestic violence.Two new prevention positions were added to engaging men & boys in the prevention of violence against women and girls through group mentoring; a public education campaign, and the facilitation of Men Can Stop Rape's evidence-informed Men of Strength Clubs to support men and boys in building healthy relationships and becoming "upstanders" to prevent domestic and dating violence in their community. I n collaboration with Legal Aid of Palm each County, AVDA developed a Community Wide Anti- Stalking Initiative for Palm each County, which has been used as a national model. AVDA is also a member of the Sexual Assault Response Team of Palm each County. AVDA's growth reflects the dedication of the organization toempower victims of domestic use to enable them to live their lives independently and free of fear. 2. Explain how this program fits with your mission AVDA's mission is to offer life-saving services while promoting violence-free, equitable relationships and creating the social changes necessary to end domestic and dating violence. Commit to Change is directly in line with our mission to promote violence-free, equitable relationships and social change to end domestic and dating violence by facilitating evidence-informed prevention programming that is socially and culturally relevant for each community served in Palm each County. AVDA is one of the two certified Domestic Violence centers in Palm each County providing direct services to survivors of domestic violence through core services including a 24-hour hotline, emergency shelter, transitional housing, and outreach advocacy services. Our Commit to Change prevention program compliments our intervention programs to achieve our desired outcomes of our mission. 6 Page 757 of 1598 3. Please explain your organization experience with the proposed project? AVDA's prevention programming for youth began in 1992 with classroom presentations on domestic and dating violence, warning signs of an abusive partner, and safety planning. AVDA has a long standing, highly collaborative relationship with the Palm Beach County School District to provide prevention programming onsite in their schools. In 2008, AVDA revised our violence prevention program to align with the Centers for Disease Control's public health model to prevent domestic and dating violence and the principles of primary prevention, now called Commit to Change:A Violence Prevention Initiative. Boynton Beach Community High School was the first site AVDA facilitated the new curriculum, which engages youth in a community impact project to increase their skills to prevent domestic and dating violence in their community. AVDA's Chief Program Officer participated in the development of the Statewide Primary Prevention Toolkit and Teen Dating Violence Prevention Curriculum for educators throughout Florida. AVDA's prevention program has expanded through funding from the Office on Violence Against Women and Palm Beach County Youth Services to engage men and boys specifically in preventing domestic and dating violence by becoming effective "upstanders" in their community when domestic and dating violence occurs and allies to women and girls in their community. In March 2019, the Office on Violence Against Women approved AVDA's 9-session prevention curriculum for use in programming supported by their Consolidated Youth Grant Program. In October 2019, AVDA joined Futures Without Violence as a subrecipient of the Office on Violence Against Women (OVW) Training and Technical Assistance Initiative FY 19, Targeted Training and Technical Assistance Purpose Area Number 39: Comprehensive on Prevention Strategies for Men and Boys. Through this national project, AVDA shares our experiences, expertise, and effective strategies to engage men and boys in the prevention of domestic and dating violence with college campuses across the country working to engage men and boys in the prevention of domestic, dating, and sexual violence. 4. Staffing Capacity:Who works on the project directly and indirectly? Jennifer Rey, Chief Program Officer, graduated with a Bachelor's degree in Social Sciences from Stony Brook University in New York and has dedicated her career to ending intimate partner violence throughout the state of Florida since 2001. She has worked in shelter and outreach programs serving survivors and their children and facilitated prevention programming throughout Palm Beach County (PBC). Currently, Jennifer oversees AVDA's direct services and violence prevention programs; works closely with service providers and justice system professionals to ensure a survivors receive survivor-centered, trauma-informed services and response when interfacing with the domestic violence system of care; and provides education and safety-planning for survivors, as needed. She serves as the Chair of the PBC Domestic Violence Fatality Review Team and is currently co-leading efforts to launch a more effective coordinated community response to domestic violence in PBC. Jennifer assisted with domestic and dating violence prevention efforts on a statewide level by working closely with state agencies 7 Page 758 of 1598 in developing a statewide teen dating violence curriculum for the Florida Department of Education and a Primary Prevention Toolkit. She was awarded the national Purple Ribbon Award by DomesticShelters.org in 2021 for her outstanding work leading a domestic violence center and Child Advocate of the Year by the Florida Coalition Against Domestic Violence in 2005. Melanie Rodriguez, Outreach Services Director has dedicated her career to empowering survivors of domestic violence and working collaboratively with community agencies to create safer outcomes for families. Since 2006, she has worked in shelter and outreach programs to provide survivors with support, resources, safety planning and crisisAntervention throughout south Florida. Melanie developed a series of radio segments that are aired bi-weekly on a faith- based radio station in Spanish to educate the LatinX community on domestic and dating violence and prevention efforts. Melanie published domestic violence articles for electronic newsletters that have been shared with mental health professionals and community members within the state of Florida and outside of the United States. She is identified as an expert on domestic violence cases intersecting with child welfare to develop trainings and participate on regional panel discussions. Currently, she is responsible for contributing to the management of AVDA's outreach, prevention, and community education programs. Rashard Perry,Violence Prevention Educator,graduated from University of South Florida with a Bachelor's Degree in Criminology and a minor in Psychology. His career in violence prevention work had begun during his undergraduate at USF as a peer educator for the Center for Victim Advocacy and Violence Prevention. During that time, he gained years of experience providing education and facilitating trainings to students, faculty and staff on topics such as the dynamics of domestic and dating violence. In 2019, Rashard began working with AVDA as a victim advocate in the shelter setting providing the necessary services of advocacy, education, and safety planning to survivors of DV and their children within the community. He transitioned to a Violence Prevention Educator in 2021 and is responsible for implementing community education in Palm Beach County through AVDA's Commit to Change: A Violence Prevention Initiative program. AVDA will be advertising the Violence Prevention Supervisor position to be partially funded through this grant to provide a leadership opportunity for one of our current Violence Prevention Educators.The Violence Prevention Supervisor is responsible for contributing to the supervision and provision of domestic and dating violence community education, professional training, and prevention program and leading program and curriculum development in coordination with the Outreach Services Director and Chief Program Officer. 8 Page 759 of 1598 5. Will all CDBG funds awarded be maintained in a manner that they will be accounted for separately and distinctly from other sources or revenue or funding? Provide a brief description of the applicant's policies and procedures that ensure funds will be tracked appropriately. Yes. AVDA's accounting system tracks actual costs and approved budgets by various segments. All expenditures of the agency are accounted for in QuickBooks accounting system. The accounting system provides for a flexible table-driven chart of accounts built to handle multiple segments. Reports can be generated as necessary for applicable users of the financial statements. Natural classification of costs is tracked by Revenue Source/Fund; Audit (Administrative, Program, Fundraising and Development), Expense category, Program function, and Fundraising event type. S. Does the applicant have effective internal controls in place to ensure that federal funds are used solely for authorized purposes? Provide a brief description of the applicant's internal controls that will provide reasonable assurance that the award funds will be managed properly. Yes. Following is a brief description of AVDA's internal controls to safeguard grant assets: The Accounting Specialist or Chief Operations Officer codes grant expenditures to QuickBooks and assures that expenses billed are eligible and in line with any itemized budget under the grant contract; the Financial Analyst reviews general ledger coding and distributions on a monthly basis;the President&CEO reviews and signs grant billings;the Board Treasurer monitors agency expenses through the review of cash disbursements and budget balances at the monthly Finance Committee meeting. The agency records are open at all times for review by the Finance Committee. The Treasurer and all financial staff are bonded in the amount of the largest grant. 9. Does the applicant have a documented records retention policy? If so, briefly describe the policy and confirm that the policy complies with federal regulations. Information on Records Retention and Access can be found at 2 C. F. R. 200.333-200.337. Yes. The agency retains all non-permanent financial records, supporting documents, and grant statistical records for a period of seven years after completion of grant contracts and fiscal year ends. If an audit finding is not resolved at the end of the seven years,the records shall be retained until a resolution of the audit findings is complete. 9 Page 760 of 1598 IRS E7 Ila]nnl of Ilia Tmawry �I 1 Intvrunl Nuvdnuu Service I .O. Box 2508 In reply refer to : 0248257276 Cincinnati OH 45201 Dec . 21 , 2007 LTR 41680 EO 59-2486620 000000 00 000 00018151 BODC t TE AID TO VICTIMS OF DOMESTIC ABUSE INC rry PO BOX 6161 � DELRAY BEACH FL 33482-6161619 DEC 2 12D1� i BY: 001666 - — Employer Identification Numbers 59-2486620 Person to Contacts Mr . Morton Toll Free Telephone Number : 1-877-829-5500 Dear Taxpayer: This is in response to your request of Dec. 12, 2007, regarding your tax-exempt status . Our records indicate that a determination letter was issued in July 1985, that recognized you as exempt from Federal income tax, and discloses that you are currently exempt under section 501(c) (3) of the Internal Revenue Code. Our records also indicate you are not a private foundation within the meaning of section 509(a) cif the Code because you are described in section(s) 509(x) ( 1) and 110(b) ( 1) (A) (vi) . Donors may deduct contributions to you as provided in section 170 of the Code . Bequests, legacies, devises, transfers, or gifts to you or for your use are deductible for Federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. If you have any questions, please call us at the telephone number shown in the heading of this letter . Sincerely yours, Michele M. Sullivan, Oper. Ngr , Accounts Management Operations I Page 761 of 1598 Updated:May 20,2022 Aid to Victims of Domestic Abuse, Inc. Board of Directors Community Volunteer SVP,Branch Manager,Business Development Officer PO Box 6161 First National Bank Coastal Community Delray Beach,FL 33482 PO Box 6161 Phone:561-265-3797 Delray Beach,FL 33482 Term:4/25/18-2024 Phone:561-265-3797 Term:4/29/2020-2023* NCCI Holdings,Inc-Actuary PO Box 6161 r r M x. t Delray Beach,FL 33482 Area Manager Phone:561-265-3797 Aerie by American Eagle Term:4/27/2022-04/2025* PO Box 6161 Defray Beach,FL 33482 Phone:561-265-3797 Term:4/27/2022-4/2025* '. Community Volunteer PO Box 6161 EMPLOYERS-Actuary Delray Beach,FL 33482 PO Box 6161 Phone:561-265-3797 Delray Beach,FL 33482 Term:4/17/2022-04/2025* Phone:561-265-3797 Term:4/29/2020-2023* Highland Beach Police Department PO Box 6161 Delray Beach Police Department Delray Beach,FL 33482 PO Box 6161 Phone:561-265-3797 Delray Beach,FL 33482 Term:6/30/17-2024 Phone:561-265-3797 Term:4/27/2022-4/2023` Director Delray Beach Community Redevelopment Agency O'BRIEN,PAM,President and CEO PO Bax 6161 Phone:561-265-3797 ext.101 Delray Beach,FL 33482 E-mail:pobrien@avda-.O.com Phone:561-265-3797 Term:4/27/2022-04/2025* ®• •° Treasurer Term:04/27/2022-04/2023 Administration:561-265-3797 Fax: 561-265-2102 P.D.Box 6161,Delray Beach,FL 33482 24-Hour Crisis Hotline:1-800-355-8547 WWW.AVDAONLINE.ORG Grant Manager Delray Beach Community Redevelopment Agency •Note: Terms begin and end at Annual Meetings PO Box 6161 Delray Beach,FL 33482 Phone:561-265-3797 Term:4/21/21-2024 Page 762 of 1598 AID TO VICTIMS OF DOMESTIC ABUSE,INC. FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2021 Page 763 of 1598 AID TO VICTIMS OF DOMESTIC ABUSE, INC. FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2021 TABLE OF CONTENTS PAGE Independent Auditor's Report ............................................................................. 1-2 ........................ Financial Statements Statement of Financial Position .......................................................................................................... 3 Statementof Activities......................................................................................................................... 4 Statementof Cash Flows.................................................................................................................... 5 Statement of Functional Expenses..................................................................................................... 6 Notes to Financial Statements............................................................................................................ 7-13 Schedule of Expenditures of Federal Awards and State Financial Assistance ..................................... 14 Notes to Schedule of Expenditures of Federal Awards and State Financial Assistance ....................... 15 Independent Auditor's Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards........................................................................................................... 16-17 Independent Auditor's Report on Compliance for Each Major Program and on Internal Control over Compliance Required by the Uniform Guidance................................................. 18-19 Schedule of Findings and Questioned Costs ......................................................................................... 20 Page 764 of 1598 - 951 Yamato Road - Suite 280 Boca Raton, Florida 33431 Grau & Associates (561) 994-9299 - (800)2994728 Fax(561) 994-5823 CERTIFIED PUBLIC ACCOUNTANTS www.graucpa.com INDEPENDENT AUDITOR'S REPORT Board of Directors Aid to Victims of Domestic Abuse, Inc. Delray Beach, Florida Report on the Financial Statements We have audited the accompanying financial statements of Aid to Victims of Domestic Abuse, Inc. (a nonprofit organization) (the "Organization"), which comprise the statement of financial position as of June 30, 2021, and the related statements of activities, functional expenses and cash flows for the fiscal year 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. Auditor's Responsibility Our responsibility is to express opinions on these 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 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 entity'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 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 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 Aid to Victims of Domestic Abuse as of June 30, 2021, and the changes in its net assets and its cash flows for the fiscal year then ended in accordance with accounting principles generally accepted in the United States of America. Report on Summarized Comparative Information We have previously audited the Organization's 2020 financial statements, and we expressed an unmodified audit opinion on those audited financial statements in our report dated October 22, 2020. In our opinion, the summarized comparative information presented herein as of and for the fiscal year ended June 30, 2020, is consistent, in all material respects, with the audited financial statements from which it has been derived. Page 765 of 1598 Other Matters Other Information Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying schedule of expenditures of federal awards and state financial assistance, as required by Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards and Chapter 10.650, Rules of the Auditor General is presented for purposes of additional analysis and is not a required part of the 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 financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the 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 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 November 10, 2021, on our consideration of the Organization's 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 to describe the scope of our testing of the effectiveness of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on 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 the Organization's internal control over financial reporting and compliance. November 10, 2021 2 Page 766 of 1598 AID TO VICTIMS OF DOMESTIC ABUSE, INC, STATEMENT OF FINANCIAL POSITION JUNE 30, 2021 WITH SUMMARIZED FINANCIAL INFORMATION FOR JUNE 30, 2020 2021 2020 Without Donor With Donor ASSETS Restrictions Restrictions Total Total Cash and cash equivalents $ 210,567 $ 186,477 $ 397,044 $ 294,872 Investments 146,837 - 146,837 122,729 Grants and contributions receivable 334,764 - 334,764 358,778 Other receivables 4,550 - 4,550 10,814 Prepaid expenses 42,406 - 42,406 27,960 Property and equipment, net 2,361,751 - 2,361,751 2,415,901 Other assets 24,771 - 24;771 24;103 Total assets $ 3,125,646 $ 186.477 $ 3,312,123 $ 3,255,157 LIABILITIES AND NET ASSETS LIABILITIES Accounts payable $ 10,273 $ - $ 10,273 $ 3,830 Accrued expenses 122,603 - 122,603 104,243 Line of credit 331,086 - 331,086 150,000 Promissory Note - - 96,000 Deferred revenue Ty 126.466 - 126,466 67,364 Total liabilities 590,428 - 590,428 421,437 NET ASSETS With donor restrictions Purpose restricted 186,477 186,477 205,810 Without donor restrictions Undesignated 2,535,218 - 2,535..218 2,627,910 Total net assets 2,535,218 186,477 2,721;695 2,833 720 Total liabilities and net assets $ 3,125,646 $ 186,477 $ 3,31 2,123 $ 3,255 157 See notes to financial statements 3 Page 767 of 1598 AID TO VICTIMS OF DOMESTIC ABUSE, INC. STATEMENT OF ACTIVITIES YEAR ENDED JUNE 30, 2021 WITH SUMMARIZED FINANCIAL INFORMATION FOR THE YEAR ENDED JUNE 30, 2020 2021 2020 Without Donor With Donor Restrictions Restrictions Total Total Revenues and Support: Contributions $ 571,747 $ 80,202 $ 651,949 $ 947,445 Contributions -donation in-kind 37,200 - 37,200 - Grants from United Way 248,220 - 248,220 202,416 Grants from governmental agencies (includes local agencies) 2,266,329 - 2,266,329 1,980,144 Special events, net 115,898 - 115,898 132,162 Interest income 22,893 - 22,893 3,407 Other income 10,000 - 10,000 3,940 Gain upon debt extinguisment 96,000 - 96 000 - 3,368,287 80,202 3,448,489 3,269,514 Net assets released from restrictions 99,535 199,535) - - Total support and revenues 3,467,822 119,333) 3,44i,489 3,269.514 Expenses Program seNces 3,192,604 - 3,192,604 3,003,141 Supporting services: General and administration 153,650 - 153,650 198,180 Fund raising 214,260 - 214,260 127,334 Total expenses 3,560,514 - 3,560 514 3,328;655 Change in net assets (92,692) (19,333) (112,025) (59,141) Net assets, beginning of year 2,627,910 205,810 2,833,720 2,892,861 Net assets, end of year $ 2,535,218 $ 186,477 $ 2.721,695 „$ 2,833,720 See notes to financial statements 4 Page 768 of 1598 AID TO VICTIMS OF DOMESTIC ABUSE, INC. STATEMENT OF CASH FLOWS YEAR ENDED JUNE 30, 2021 WITH SUMMARIZED FINANCIAL INFORMATION FOR THE YEAR ENDED JUNE 30, 2020 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Change in Net Assets $ (112,025) $ (59,141) Adjustments to reconcile change in net assets to net cash provided (used in) by operating activities: (Gain) upon debt extinguisment (96,000) Contributions -donation in-kind (37,200) - Depreciation expense 138,787 128,198 (Increase)decrease in: Grants receivable 24,014 (129,638) Other receivables 6,264 (10,235) Prepaid expenses (14,446) (16,914) Other assets (668) (18,667) Increase (decrease)in: Accounts payable 6,443 1,372 Accrued expenses 18,360 32,195 Deferred revenues 59,102 35,740 NET CASH PROVIDED (USED IN) BY OPERATING ACTIVITIES i7;369� ,37,090;1 CASH FLOWS FROM INVESTING ACTIVITIES Sale(purchase)of investments (24,109) (3,388) Purchase of fixed assets (47,436) (82,285° NET CASH (USED IN) INVESTING ACTIVITIES 1'71,545} 85,673;1 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from/(repayment of) line of credit 181,086 - Proceeds from/(repayment of) promissory note - 96,000 NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 181,086 96,000 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 102,172 (26,763) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 294,872 321,635 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 397,044 $ 294,872 Supplemental data: Interest paid $ 9,477 $ 8.229 See notes to financial statement 5 Page 769 of 1598 AID TO VICTIMS OF DOMESTIC ABUSE, INC. STATEMENT OF FUNCTIONAL EXPENSES YEAR ENDED JUNE 30,2021 WITH SUMMARIZED FINANCIAL INFORMATION FOR THE YEAR ENDED JUNE 30,2020 Program General and Fund Total Al E_j~enses Services Administrative Raisin 2021 2020 Salaries $ 1,691,200 $ 57,214 $ 169,505 $ 1,917,919 $1,878,298 Payroll taxes and charges 135,318 4,199 12,975 152,492 146,110 Other employee benefits 243,690 6,013 18,524 268,227 238,931 Building maintenance and repairs 98,018 4,712 - 102,730 53,041 Utilities 46,857 1,492 48,349 60,586 Security 15,643 2,487 18,130 33,323 Client food and supplies 164,776 886 128 165,790 105,416 Storage rental 4,733 277 - 5,010 2,987 Rent 70,640 43,093 - 113,733 125,940 Postage 2,520 196 240 2,956 1,977 Printing 535 53 - 588 4,889 Telephone and internet 43,945 1,377 70 45,392 35,889 Public relations 10,139 31 911 11,081 11,730 Office supplies 14,544 2,558 103 17,205 16,705 IT Hardware&Software 23,908 949 1,461 26,318 4,439 Program supplies 38,992 - - 38,992 57,483 Equipment rental and maintenance 18,185 1,348 159 19,692 21,383 Transportation 14,197 604 156 14,957 34,835 Direct assistance 262,169 - - 262,169 155,299 Consulting and professional service 38,118 2,694 - 40,812 47,624 Payroll service charges 27,614 3,068 - 30,682 35,266 Insurance 70,972 4,472 - 75,444 71,604 Staff development 1,820 1 - 1,821 983 Travel and conferences 6,419 - - 6,419 21,595 Memberships and subscriptions 7,423 710 - 8,133 4,174 Licenses and fees 5,158 381 - 5,539 4,748 Bank charges and processing fees 150 30 4,549 4,729 4,118 Interest expense 8,560 917 - 9,477 8,229 Fundraising campaigns - - 5,479 5,479 5,260 Miscellaneous 1,453 9 1,462 7,595 Special events -noncash prizes - - 5,607 5,607 4,688 Special events -rent/facility costs - - 10,685 10,685 21,718 Special events -food and beverages - - 919 919 1,149 Special events -entertainment - - 9,640 9,640 4,487 Special events-other direct costs - - 34,111 34,111 26,242 Total expenses before depreciation 3,067,696 139,771 275,222 3 482,689 3,258,741 Depreciation 124,908 13,879 - 138,787 128,198 Total expenses $ 3,192,604 $ 153,650 $ 275,222 3,621,476 3,386,939 Less direct costs reported net of special event revenue 1,60,9621 i58,284ji Expenses reported on statement of activities $ 3,56C54_ $3,328,655 See notes to financial statements 6 Page 770 of 1598 AID TO VICTIMS OF DOMESTIC ABUSE, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following is a summary of the significant accounting policies of Aid to Victims of Domestic Abuse, Inc. Nature of the Organization's Activity Aid to Victims of Domestic Abuse, Inc. (the"Organization")operates a center in the Southern Palm Beach County area. The agency provides emergency shelter for victims of domestic violence and their children. In addition, the Organization provides counseling services, prevention programs, and community education to the general public. In March 2005, the Organization began a transitional living program for victims where they can stay up to two years. During the fiscal year ended June 30, 2021, approximately 64% of the Organization's funding came from various federal, state and county agencies and local municipalities as contracted for services. If funding policies and/or amounts of funding were to be substantially reduced by these agencies in future contracts, the operations of the Organization could be significantly affected in the future. Financial Statement Presentation The Organization is required to report information regarding its financial position and activities according to two classes of net assets: net assets without donor restrictions and net assets with donor restrictions. In addition, the Organization is required to present a statement of cash flows. Contributions received are recorded as support with or without donor restrictions depending on the existence and/or nature of any donor restrictions. In addition, the Organization recognizes only those contributed services, which are provided by individuals possessing "specialized skills". Restricted contributions whose restrictions are met in the same reporting period are treated as unrestricted contributions. The financial statements include certain prior year summarized comparative information in total but not by net asset class. Such information does not include sufficient detail to constitute a presentation in conformity with accounting principles generally accepted in the United States of America. Accordingly, such information should be read in conjunction with the Organization's financial statements for the fiscal year ended June 30, 2020, from which the summarized information was derived. Cash and Cash Eouivale_nts For purposes of reporting cash flows, the Organization considers all money market funds with an original maturity of three months or less to be cash equivalents. Financial instruments that potentially subject the Organization to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. At times, such accounts may be in excess of the FDIC insurance limits. Investments Investments in marketable securities with readily determinable fair values and all investments in debt securities are reported at their fair values in the statement of financial position. Unrealized gains and losses are included in the change in net assets. Investment income and gains restricted by a donor are reported as increases in unrestricted net assets if the restrictions are met(either by passage of time or by use) in the reporting period in which the income and gains are recognized. 7 Page 771 of 1598 NOTE 1 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Promises to Give Unconditional promises to give are recognized as revenues or gains in the period received and as assets, decreases of liabilities, or expenses depending on the form of the benefits received. Unconditional promises to give non-cash assets that are expected to be received in future years are recorded at the present value of the expected fair value of the underlying non-cash assets expected to be received. The discounts on those amounts are computed using a risk-free interest rate applicable to the years in which the promises are received. Amortization of the discounts is included in contribution revenue. Any changes in the expected fair value of underlying non-cash assets are reported as increases and decreases in contribution revenue in the period the change occurs. Conditional promises to give are recognized when the conditions on which they depend are substantially met. Accounts Receivable Accounts receivable are unconditional promises to give or unsecured amounts due from grantors on cost reimbursement or performance grants. Management believes that all outstanding accounts receivable are collectible in full,therefore, no allowance for uncollectible receivables has been provided. Donated Use of Assets and Donated Services The estimated fair value of the free use of assets owned by others and the estimated fair value of contributed services of individuals with special skills over which the Organization exercises control, and which constitutes an enhancement to the normal program or services that would not otherwise be performed by paid personnel, the amount of which is clearly measurable, are also recorded and reflected in the accompanying financial statements. Fixed Assets Property and equipment are stated at cost, if purchased by the Organization or at fair value at the date of the gift, if received as a donation. Donations are reported as without donor restrictions 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 with donor restrictions. 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 restriction to net assets without donor restrictions at that time. Those assets donated with donor stipulations regarding permanent restrictions for a certain use are included as assets with donor restrictions. Major additions, which materially increase the value of the property, are capitalized and depreciated over the life of the asset. Maintenance and repairs are charged to expense as incurred. Depreciation expense has been computed using the straight-line method over useful lives ranging from 5 to 30 years. The Organization follows the practice of capitalizing all expenditures for land, buildings and equipment in excess of$1,000. Allocation of Common Costs The costs of providing the various programs and other activities have been detailed in the statement of functional expenses and summarized on a functional basis in the statement of activities. Costs which are associated with a specific function are charged directly to that function. The remaining costs are allocated to different functions based on management's methodology as follows: Comrpn cost Method of allocation Salaries and related Time and Effort Life Enrichment Center and related Full Time Errployee Occupants Other common costs 10%Admin;90%Program. Income Taxes The Organization is incorporated in the state of Florida as a nonprofit organization and has also elected federal tax-exempt status under I.R.C. Section 501(c)(3). The Organization's Form 990, Return of Organization Exempt from Income Tax, for the years ended 2018, 2019, and 2020 are subject to examination by the Internal Revenue Service, generally for three years after they were filed. 8 Page 772 of 1598 NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Use of Estimates in the Preparation of Financial Statements 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. NOTE 2-NET ASSETS WITH DONOR RESTRICTIONS Net assets with donor restrictions are as follows at June 30: _ 2021 2020 Life enrichment center $ 106,275 $ 106,275 Direct assistance for participants 49,094 73,432 OD milt to change program 7,777 Transitional housing 17,326 Welcome basket items 1,000 Emergency shelter 10,000 - Outreach services 21,109 Total donor restricted net assets $ 186,478 $ 205,810 Net assets released from restrictions during the fiscal year ended June 30, 2021 2020 Victim advocate salary $ - $ 1,234 Drect assistance for participants 73,431 57,166 Commit to change program 7,778 6,793 Transitional housing 17,326 - Welcome basket items 1,000 - Emergency shelter - 5,000 Anne's STEPS program 2,030 Total --$-99,535 $ 72,223 NOTE 3-PROPERTY AND EQUIPMENT The following summarizes property and equipment at June 30: 2021 2020 Land $ 111,261 $ 111,261 Construction in process 20,000 12,029 Buildings and improvements 2,839,244 2,822,025 Equipment 259,275 199,828 Vehicles 58,658 58,658 Furniture and fixtures 160,454 160,454 Total property and equipment 3,448,892 3,364,255 Less accumulated depreciation 1,087,141 948,354 Total property and equipment,net $ 2,361,751 $ 2,415,901 9 Page 773 of 1598 NOTE 4-INVESTMENTS The following is a summary of investments and their fair value measurements and levels within the fair value hierarchy of those measurements at June 30: 2021 2020 Quoted prices in Quoted prices in active markets active markets for identical for identical Fair Value assets sLevel 1 s Fair Value assets (Level 1;i Bond funds $ 86,897 $ 86,897 $ 73,981 $ 73,981 Equity funds 59,940 59,940 48,748 48,748 mmmm $ 146,837 $ 146,837 $ 122,729 $ 122,729 NOTE 5-GRANTS AND OTHER FUNDING The following is a summary of grants and other funding for the fiscal year ended June 30: 2021 2020 City of Boynton Beach 5,117 $ 8,575 Florida Coalilion Against Domestic Violence and Florida Department of Children and Families Child Protective Investigations 77,017 72,983 Domestic Violence Services 746,528 632,949 Economic Justice - 83,533 Engaging Men - 62,707 Transportation and Participant Needs - 28,011 Future Without Violence 11,967 175 OVW Sexual Assault 45,446 36,833 OVW Trans itional Flousing 139,223 95,585 PBC Emergency Solutions Grant 87,757 65,513 PBC Community Development Block Grant 21,230 32,109 U.S. Department of Justice-Legal Assistance Grant 30,673 33,746 U.S. Department of Justice-Engaging Men 107,481 U.S.Department of Justice Victims of Gime Act 554,491 427,223 Total Federal and State grants 1,826,930 1,579,942 City of Boca Raton 27,500 27,500 Palm Beach County(PBC)Board of County Commissioners 288,862 275,885 PBC Youth Services 101,665 96,817 Town of Palm Beach United Way 163,809 142,206 United Way agencies 84,411 60,210 Other local grants 21,372 - Total other grants 687,619 602,618 Total grants $ 2,514,549 $ 2,182,560 Certain contracts require that the Organization match other funds with the contract revenues. Although most of the contracts are on a different fiscal period than the Organization, the unreimbursed amount of expenses exceeded the matching requirements of the related contracts. These contracts are renegotiated annually, and some have terms that do not coincide with the June 30 fiscal year of the Organization. 10 Page 774 of 1598 NOTE 6—SPECIAL EVENTS During the fiscal year ended June 30, 2021, the Organization held several special fund-raising events. The following summarizes those activities: 2021 2020 ta„ Gross support $ 176,860 $ 190,446 Less:direct costs (60,962;= 658,284) Net support $ 115,898 $ 132,162 NOTE 7—EMPLOYEE BENEFITS PLAN Employees of the Organization are eligible to establish their own Tax-Deferred Annuity (TDA), a tax deferred retirement program, created under Section 403(b)of the Internal Revenue Code. Effective May 1, 2002, the Board of Directors established a Thrift Plan for eligible employees. In order to be eligible, the employee must have obtained the age of 21 and have completed one year of service with the Organization. All employees who were employed prior to May 1, 2002 were eligible for the plan. The plan is administered by Mutual of America in New York. The value of an individual account attributable to employer contributions is vested as follows: Years of Service Percent Vested 0-1 0% 1 33% 2 66% 3 or more 100% Effective July 1, 2004, the Board passed a resolution to terminate funding the Thrift Plan. The plan remains in existence and is maintained for the benefit of the employees. At that time, all employees in the plan became 100% vested. NOTE 8—DONATED SERVICES A substantial number of volunteers have donated significant amounts of their time in the Organization's program services. The estimated value of these services was $14,561 and $10,712 for the fiscal years ended June 30, 2021 and 2020, respectively. These services are considered non-professional and as such are not recorded in the financial statements. NOTE 9—LEASE COMMITMENTS In fiscal year 2020, the Organization moved its administrative offices and entered into an operating lease agreement. In fiscal year 2021, the lease was amended to lease an additional 1,100 square feet on the same property. The lease agreement includes periodic increases over the life of the lease. Future minimum lease payments over the life of the lease are as follows at June 30, 2021: Year Ended June 30, Total 2022 $ 147,319 2023 151,738 2024 156,290 2025 106,257 $ 561,604 Rent expense was $113,733 and $125,940 for the fiscal years ended June 30, 2021 and 2020, respectively. 11 Page 775 of 1598 NOTE 10—COMPENSATED ABSENCES The Organization allows its employees to carry forward up to 40 hours of vacation time each year unless a written request for extension has been approved. As of June 30, 2021 and 2020, the Organization had accrued $59,005 and $57,589, respectively, in relation to this expense. NOTE 11 —GRANT REQUIREMENTS During the fiscal years ended June 30, 2014, and June 30, 2015, the Organization received grant funds from the Florida Department of Children and Families ("DCF") to improve their emergency shelter. As part of the requirements placed on the Organization to receive the funds, DCF retained certain rights on the assets acquired with the grant funds. DCF provided $582,540 towards the improvements and retained a security interest in the form of a mortgage for a term of 20 years from the date of completion of the project. The security interest will end on June 20, 2035. NOTE 12—AVAILABILITY AND LIQUIDITY The following represents the Organization's financial assets at June 30, reduced by amounts not available for general use within one year of June 30: Financial assets at June 30, 2021 2020 Cash and cash equivalents 397,044 $ 294,872 Investments 146,837 122,729 Grants and contributions receivable 334,764 358,778 Other receivables 4,550 10,814 Total financial assets 883,195 787,193 Less those unavailable for general expendRure w ith in one year: Cash and cash equivalents w ith donor restrictions (186,477) (86,255) Financial assets available to rreet general expenditures over the next twelve months $ 696,718 $ 700,938 The Organization is substantially supported by restricted contributions. Because a donor's restrictions require resources to be used in a particular manner or in a future period, the Organization, must maintain sufficient resources to meet those responsibilities to its donors. Thus, financials assets may not be available for general expenditure within one year. As part of the Organization'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. In the event of an unanticipated liquidity need, the Organization, could draw upon thea ount available on its line of credit as further discussed in of 13. NOTE 13—LINE OF CREDIT On January 26, 2011, the Organization entered into a revolving line of credit agreement with a bank in the amount of$300,000, secured by substantially all of the Organization's assets, with no fixed maturity date. On June 1, 2015, the agreement was amended to increase the principal from $300,000 to$500,000. The line carries a variable interest rate based upon one percent over the prime rate. The line of credit carries a term note conversion option for a period up to sixty months at any time, upon written notice to the Organization. As of June 30, 2021, the Organization has $331,086 outstanding on the line of credit and $168,914 available. NOTE 14—GAIN UPON DEBT EXTINGUISHMENT On May 2, 2020, the Organization entered into a promissory note agreement (the "Loan") with TD an , N.A. pursuant to Coronavirus Aid, Relief, and Economic Security Act ("CARES Act'). The Organization borrowed $96,000 in relation to the agreement. During fiscal year 2021, the Organization applied for and was granted loan forgiveness in full under the CARES Act. The loan forgiveness is presented as gain upon debt extinguishment on the statement of activities in fiscal year 2021. 12 Page 776 of 1598 NOTE 15—SUBSEQUENT EVENTS There have been no significant subsequent events after June 30, 2021. Subsequent events have been evaluated through November 10, 2021, which is the date the financial statements were available to be issued. Events occurring after that date have not been evaluated to determine whether a change in the financial statements would be required. 13 Page 777 of 1598 AID TO VICTIMS OF DOMESTIC ABUSE, INC. SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS AND STATE FINANCIAL ASSISTANCE FOR THE FISCAL YEAR ENDED JUNE 30,2021 Federal/State Agency, CFDA/ Contract Pass-through Entity, CSFA Grant Federal/State Federal Program/State Project Title Number Number he r,endltures FOAL AGENCY U.S.Department of Housing and Urban Development Pass-through programs from Palm Beach County,Florida: Emergency Shelter Grants Program 14.231 F2019-1268 $ 7,076 Emergency Shelter Grants Program 14,231 F22020-1544 80,681 Palm Beach County,Florida: Community Development Block Grant 14.218 M020-1461 21,230 City of Boynton Beach,Florida: Community Development Block Grant 14.218 R19-82 1,782 Community Development Block Grant 14.218 R21-070 3,335 Total U.S.Department of Housing and Urban Development 114,104 U.S.Department of Health and Human Services Pass-through programs from: Florida Department of Children and Families Temporary Assistance to Needy Families 93.558 LN037 217,958 Family Violence Prevention and Services 93.671 LN037 214,269 COVID-19 Family Violence Prevention and Services 93.671 LN037 59,336 Total U.S.Department of Health and Human Services 491,563 U.S.Department of Justice Direct programs: Transitional Housing Assistance 16.736 20164%4H AX-007 139,223 Engaging Men 16.888 2015-CY-AX-4002 107,481 Pass-through programs from: Futures Without Violence OVWTechnical Assistance Initiative 16.526 2019-TA-AX-K-002 11,967 State of Florida Office of Attorney General Victims of Crime Act Program 16.575 VOCA-2019-00163 137,921 Victims of Crime Act Program 16.575 VOCA-2020-00634 395,392 VOCA Economic Empowerment 16.575 VOCA-2020-00634 21,178 Legal Aid OVW Legal Assistance for Victims 16.524 2019-X0275-FL-WL 30,673 Palm Beach County Victim Services OVW-Sexual assault(SART) 16.590 2017-WE AX-0034 45,873 Total U.S.Department of Justice 889,708 TOTAL EXPENDITURES OF FEDERAL AWARDS 1,495,375 STATE AGENCY Florida Department of Children&Families Direct programs: DCF Domestic Violence Trust Fund WA LN037 254,965 DCF General Revenue WA LNU37 77,017 Total Florida Department of Children&Families 331,982 TOTAL STATE FINANCIAL ASSISTANCE 331,982 TOTAL EXPENDITURES OF FEDERAL AWARDS AND STATE FINANCIAL ASSISTANCE $ 1,827,357 See notes to schedule of expenditures of federal awards and state financial assistance. 14 Page 778 of 1598 AID TO VICTIMS OF DOMESTIC ABUSE, INC. NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS PROGRAMS AND STATE FINANCIAL ASSISTANCE NOTE A—BASIS OF PRESENTATION The accompanying schedule of expenditures of federal and state financial assistance (the "Schedule") includes the federal and state grant activity of the Aid to Victims of Domestic Abuse, Inc., (the "Organization") for the fiscal year ended June 30, 2021. The information in this schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards and Chapter 10.650, Rules of the Auditor General. Since the Schedule presents only a selected portion of the operations of the Organization, it is not intended to and does not present the financial position, changes in net assets, or cash flows of the Organization. NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Expenditures reported on the schedule are reported on the accrual basis of accounting. Such expenditures are recognized following the cost principles contained in Title 2 U.S. Code of Federal Regulations (CFR) 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. Additionally, it should be noted the Organization has elected to use the 10 percent de minimis indirect cost rate. NOTE C—REVIEWS PERFORMED BY OTHER ORGANIZATIONS Reviews performed related to programs as of July 1, 2020 were as follows: Date: December 3, 2020 Agency: Palm Beach County Department of Community Services Type: Emergency Solutions Grant(ESG) Outcomes: No findings or concerns Date: May 11, 2021 Agency: Department of Children & Families Type: Domestic Violence Program—DVP Outcomes: One finding, no corrective action required Date: June 1-4, 2021 Agency: Palm Beach County Department of Community Services Type: Financial Assisted Agency Program Outcomes: 9 of 9 systems were in compliance; No Findings Date: June 28, 2021 Agency: Department of Children & Families Type: Domestic Violence Shelter Certification Outcomes: In compliance with certification requirements Date: August 8, 2021 Agency: Nonprofits First Type: Agency Certification Outcomes: 2021-22 Accreditation for Excellence in Nonprofit Management Date: August 24, 2021 Agency: Palm Beach County Department of Housing &Economic Sustainability Type: Community Development Block Grant(CDBG) Outcomes: No findings or concerns 15 Page 779 of 1598 953 Yamato Road • Suite 280 Boca Raton, Florida 33431 Grau & Associates Fax( 994-9 8 ( 299-4728 Fax(561) 994-94-58233 CERTIFIED PUBLIC ACCOUNTANTS www.graucpa.com INDEPENDENT AUDITOR'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS Board of Directors Aid to Victims of Domestic Abuse, Inc. Delray Beach, Florida We have audited, in accordance with the 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, the financial statements of Aid to Victims of Domestic Abuse, Inc. (a nonprofit organization) (the "Organization"), which comprise the statement of financial position as of June 30, 2021, and the related statements of activities, functional expenses and cash flows for the fiscal year then ended, and the related notes to the financial statements, and have issued our report thereon dated November 10, 2021. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered the Organization's internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Organization's internal control. Accordingly, we do not express an opinion on the effectiveness of the Organization'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 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. Compliance and Other Matters As part of obtaining reasonable assurance about whether the Organization's 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 determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. 16 Page 780 of 1598 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 Organization'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 organization's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. November 10, 2021 17 Page 781 of 1598 951 Yamato Road • Suite 280 Boca Raton, Florida 33431 GrGraf 7 & Asso ates Fax( 994-994- • (3 299-4728 au ti C.. Fax(561) 994-5823 CERTIFIED PUBLIC ACCOUNTANTS www.graucpa.com INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE FOR EACH MAJOR PROGRAM AND ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE To the Board of Directors Aid to Victims of Domestic Abuse, Inc. Delray Beach, Florida Report on Compliance for Each Major Federal Program and State Project We have audited Aid to Victims of Domestic Abuse, Inc.'s (a nonprofit organization) (the "Organization") compliance with the types of compliance requirements described in the OMB Compliance Supplement that could have a direct and material effect on each of the Organization's major federal programs for the fiscal year ended June 30, 2021. The Organization'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. Auditor's Responsibility Our responsibility is to express an opinion on compliance for each of the Organization'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 the Organization'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 the Organization's compliance. Opinion on Each Major Federal Program In our opinion, Aid to Victims of Domestic Abuse, 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 fiscal year ended June 30, 2021. Report on Internal Control Over Compliance Management of the Organization 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 the Organization'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 the Organization's internal control over compliance. 18 Page 782 of 1598 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. November 10, 2021 19 Page 783 of 1598 AID TO VICTIMS OF DOMESTIC ABUSE, INC. SCHEDULE OF FINDINGS AND QUESTIONED COSTS- FEDERAL PROGRAMS FISCAL YEAR ENDED JUNE 30, 2021 A. SUMMARY OF AUDIT RESULTS 1. The auditor's report expresses an unmodified opinion on the financial statements of Aid to Victims of Domestic Abuse, Inc. 2. No significant deficiencies or material weaknesses relating to the audit of the financial statements are reported in the independent auditor's report on internal control over financial reporting and on compliance and other matters based on an audit of financial statements performed in accordance with Govemment Auditing Standards. 3. No instances of noncompliance material to the financial statements of Aid to Victims of Domestic Abuse, Inc. were disclosed during the audit. 4. No significant deficiencies or material weaknesses relating to the audits of the major federal programs are reported in the independent auditor's report on compliance for the major program and on internal control over compliance required by the Uniform Guidance. 5. The independent auditor's report on compliance for the major federal award program of Aid to Victims of Domestic Abuse, Inc. expresses an unmodified opinion. 6. There were no audit findings relative to the major federal award tested for Aid to Victims of Domestic Abuse, Inc. 7. The federal program tested as major was: Federal Program Federal CFDA# Victims of Crime Act 16.575 8. The dollar threshold used to distinguish between Type A and Type B programs was$750,000. 9. Aid to Victims of Domestic Abuse, Inc. was determined to be a low-risk auditee pursuant to the Uniform Guidance. B. PRIOR YEAR FINDINGS, FINDINGS AND QUESTION COSTS, AND OTHER FINDINGS — FINANCIAL STATEMENTS AUDIT None 20 Page 784 of 1598 Aid to Victims of Domestic Abuse, Inc. Commit To Change Funding Sources 2022-2023 Sources Amount Status Palm Beach County Youth Services $ 100,000 recommended for funding Office of Violence Against Women 116,667 applied Florida Department of Children & Families 63,682 same each year, awaiting new contract Boynton Beach (this app) 36,000 Community Foundation of PBMC 25,000 awarded 5-10-22 Donations/Special Events 79,355 ongoing fundraising efforts Total Commit to Change $420,704 Page 785 of 1598 ARTICLES OF INCORPORATION OF AID TO VICTIMS Of DOMESTIC ASSAULT, INC. Wo, the undersigned, for the purpose of forming a corporati'o'n-'-, not for profit, pursuant to chapter 617 of the Florida Statute 6~ 1979 and the laws of the State of Florida relating thereto, do hereby certify as follows: ARTICLE I NAME OF CORPORATION The name of this Corporation is: AID TO VICTIMS OF DOMESTIC ASSAULT, INC. ARTICLE II NON-PROFIT GENERAL SE FOR WHICH ORGANIZED: • RPO A. The corporation is organized exclusively far those lawful putpusias not for pecuniary profit for which a corporation may be Eormvd under the laws of the State of Florida. The corporation shall not be conducted or operated for profit and ua part of the net earnings of .the corporation shall Inure to the benefit of any member or any individual, nor shall any of such net earnings, or of the property or assets of the corporation be used otherwise than for charitable purposes. B. In the event of the liquidation, dissolution or winding- up of the corporation whether voluntary or involuntary, or whether by operation of Law, non of the property of the corporation, nor any proceeds thereof, nor any other assets of the corporation shall be distributed to or divided among any of the members of the l'-. f17n 1'a t.l nll. 40n the .'_assolut3.or1 at "Is Cnrparation, or winding tip of i' •> affairs, the assets of the Corpnration shall be distributed exrlusively to charitable organizations which would then qualify under the provisions of Section 501 (C) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. ARTICLE III NON-PROFIT SPECIFIC PURPOSES Without limiting the foregoing, the specific purposes for which the corporation is al:ganized are Page 786 of 1598 !:r) to provide shelter and servir_es to victims of domestic and to receive and administer funds for charitable purpn:ci4 within the meaning of Section 501 (C) (3) of the Internal Ar•venrsr• Code of 1954 as amended (11) To accept, receive, hold, invest, reinvest and administer gifts, legacies, bequests, and property of any sort or nature, without limitation as to amount (3r value, and to use, expend , °end/nr to devote the same to exclusively charitable purposes, and in accordance with the purposes for which the corporation was f,)rmpd. (c) to acquire land for and build , operate and manage a shelter for victims of domestic violence. (d) To render aid, services, and assistance to such persons (e) Either directly or indirectly, either alone or in conjunction or cooperation with others, to do any and all lawful Oct:= ;and things, and to engage in any and all lawful activities , '-'h 1' --a%- be necessary or desirable for the furtherance of any and all of tho foregoing purposes. ARTICLE IV PROHIBITED ACTIVITIES Nn substantial part of the activities of the corporation shnIL consiat of carrying on the propaganda or otherwise attempr.ing to influence legislation, except as provided by law. No part of the activities of the corporation shall be participating in or intervening in (including publication or distribution Of statements,) any political, campaign on behalf of :raycandidate for public office. ARTICLE V NpN--STOCK C08PORATION The corporation shall not have or issue shares of stock, however, it may have and issue membership certificates. Na dividends shall be paid and no corporate income shall be distributed to its members, directors or officers ARTICLE V1 L1ALIRICATION OF MEMBERS AND MANNER OF ADMISSION The original members of this Corporation shall consist of the Subscribers to these articles: Thereafter, the members of this Corporation shall consist of those persons approved by the Board Page 787 of 1598 df Directors without any further qualification or restriction on niombership. ARTICLE VII TERM OF EXISTENCE This corporation shall have perpetual existence unless sooner dissolved by lew, ARTICLE VIII INCORPORATORS The names and addresses of each incorporator of these arr.Ccles are as follows: NAME ADDRESS CHAXI.OTTE H. DANCID 1020 RUSSELL DRIVE, HIGHLAND BCH. FL. 33432 31"ANN111 P. ROSE 2717 S. W. 6TH ST. DELRAY BEACH, FLORIDA 33445 CAROi. R. PETERS 10121 MARLIN DRIVE BOCA RATON, FLORIDA 33438 ARTICLE IX ,.�... BOARD OF DIRECTORS The business corporation shall be governed by a Board of Directors composed initially of three (3) directors. The number of directors may be increased or diminished from time to time by the By-Laws adopted hereunder, but shell never be less than three (3). The names and addresses of the persons who are to serve on the initial Board of Directors until the first election thereof prlllows : NAME ADDRESS C1EAR[.OTTE H. DANCID 1020 RUSSELL DRIVE HIGHLAND BEACH, FLORIDA 33432 ,U:ANNE P. ROSE 2717 S. W. 6T11 ST. DELRAY BEACH, FLORIDA 33445 C:%i(OL ti. PETERS 10121 14ARLIN DRIVE BOCA RATON, FLORIDA 33428 ARTICLE X REGISTERED OFFICE AND AGENT The initial registered. office of the corporation shall' be Incnted at 136 E. Baca Raton Road, Boca Raton, Florida 33432 and the initial Registered Agent of the corporation at that address shall he CHARLOTTE H. DANCID. Page 788 of 1598 I s r ARTICLE XI nBY LAWS The By-Laws of the corporation are to be made, altered, or �- .gclnded upon a two-thirds (2/3) vote of the members present at rvny annual meeting of the corporation. ARTICLE XII ARTICLES OF INCORPORATION �. .- -. ...... E The' Afticles of Incorporation of I the corporation are to be node, al�tetad, amended or rescinded upon a two-thirds (2/3) vote i of the members present at any annual meeting of the corporation. IN WITNESS WHEREOF, we have subscribed our names this (lily of 1985 CHARLOTTE H. DANCIU Registered Agent 3EANNE P. ROSE r` r �- CAROL R. P&XERS SIATE OF FLORIDA COUNTY OF PALM BEACH I On this '-day of , 198`4, before me personally appeared known to me to be the person whose name is subscribed to the within instrument, and acknowledges that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have set my Ynd anda ictal seal. l Air LL.:",, ,.ori EXPIRFS tuLY 23rd.1-385 N ZARY PUBLI ff Ply commission expires: -rn — r-1 STATE OF FLORIDA r' -i COUNTY OF PALM BEACH On thisday of1+t( + 19$J, 6ef'.dxe; mei f 1 personally appeared known to mel�:"o : ? , be the person whose name is subscribed to. the within Instuace 5 iv, 1 .... anG acknowledges that she eaeeuted rite same for the piIr,p:oaa's therein contained. Q,r, -P' IN WITNESS WHEREOF, I have set my ed and off a1 seal. A01..2Sper..`_ N T RY PUBLIC Hy, commission expires: -SJ: ;UL•i 23rd.1;35 STATF' OF FLORIDA COUNTY OF PALM BEACH On this day o , 1984, before me personally appearedknown to me to be the person whose name. ie subscribed to the within instrument, and acknowledges that she executed the same for the purposes therein contained. Page 789 of 1598 a IN WITNESS WHEREOF, I have set my han and Officio seal. NOTARY PUBLIC My commission expires: e.z t� IV tJl ri. <ti'! N Page 790 of 1598 +..+,vwa. vrvv ver i.vf vv va.sv l'1V.4aua JJ0YV6ii.HWJ&1. V4 < 1. FLORIDA DEPARTMENT OF STATE Sandra B.Mortham September 23, 199$ Secretary of State AID TO VICTIMS OF DOMESTIC ABUSE, INC. % SHANDRA DAWKINS P. 0. SOX 657 DELRAY BEACH, FL 33444 Re: Document Number N07310 The Articles of Amendment to the Articles of Incorporation of AID TO VICTIMS OF DOMESTIC ASSAULT, INC. which changed its name to AID To VICTIMS OF DOMESTIC ABUSE, INC., a Florida corporation, were filed on September 23, 1996. This document was electronically received and filed under FAX audit number H980D0017.619. � Should you have any questions regarding this matter, please telephone (850) 487-605D, the Amendment Filing Section. Karen Gibson Corporate Specialist Division of Corporations Letter Number: 99SL00047956 Division of Corporations- P.O.BOX 6327 -Tallahassee,Florida 32314 Page 791 of 1598 H98000017619 ARTICLES OF AMENDMENT 'S Article I. Name The name of this Florida corporation is Aid to Victims of Domestic Assault, Inc. Article II. Amendmen The Articles of Incorporation of the Corporation are amended so that the name of the Corporation is changed from Aid to Victims of Domestic Assault, Inc. to Aid to Victims of Domestic Abuse, Inc. Article III. Date Amendment Adopted The amendment set forth in these Articles of Amendment was adopted on the date shown below. ale-IV. Shareholder Approval of Amendment The amendment set forth in these Articles of Amendment was proposed by the Corporation's Board of Directors and approved by the shareholders by a vote sufficient for approval of the amendment. The undersigned executed this document on the date shown below. Aid to Viaims of D estic ssault, Inc. By:®m _. by L. y Jiiarte as attorney-in-fact Nie; Paul R. Golis Title: President Date: Z , Paul. Golis I FL Bar Member 405132 Paul R. Golis, P.A. 1200 North Federal Highway, Suite 200 Boca Raton FL 33432 561-447-8222 H98000017619 Copyright 0#M199e cc Page 792 of 1598 BY-LAWS OF AID TO VICTIMS OF DOMESTIC ABUSE, INC. Revision dated February 9, 2022 Previously revised March 30, 2011; May 17, 2000; September 2001; July 2002; January 2005; September 2005; February 2006;November 17, 2010 Incorporated January 25, 1985 AVDA By-laws Page 793 of 1598 TABLE OF CONTENTS Page ARTICLE1 NAME.........................................................................................................................3 Section1.1 NAME..........................................................................................................3 Section 1.2 REGISTERED OFFICE ARTICLE 2 PURPOSE...................................................................................................................3 Section2.1 PURPOSE....................................................................................................3 ARTICLE 3 NON-DISCRIMINATION.........................................................................................3 Section 3.1 NON-DISCRIMINATION. .........................................................................3 ARTICLE 4 MEMBERSHIP...........................................................................................................4 Section4.1 MEMBERS....................................................................:.............................4 Section 4.2 CLASSIFICATIONS OF MEMBERSHIP..................................................4 Section 4.3 TERMINATION OF MEMBERSHIP.........................................................4 Section 4.4 NO PROPERTY RIGHTS...........................................................................4 Section 4.5 MEMBERS NOT LIABLE..........................................................................4 Section 4.6 ANNUAL MEETING OF MEMBERS..........................................4 ARTICLE 5 BOARD OF DIRECTORS .........................................................................................5 Section 5.1 GENERAL POWERS..................................................................................5 Section5.2 NUMBER. ...................................................................................................5 Section 5.3 MEMBERSHIP............................................................................................5 Section 5.4 NOMINATING COMMITTEE; ELECTION OF DIRECTORS................5 Section 5.5 VACANCIES...............................................................................................5 Section5.6 REMOVAL..................................................................................................6 Section 5.7 NON-ATTENDANCE.................................................................................6 ARTICLE 6 MEETINGS OF THE BOARD OF DIRECTORS; VOTING....................................6 Section6.1 MEETINGS. ................................................................................................6 Section 6.2 CHAIR OF THE BOARD...........................................................................6 Section 6.3 QUORUM; PARTICIPATION BY TELEPHONE.....................................6 Section6.4 VOTING......................................................................................................6 Section 6.5 ACTION WITHOUT A MEETING............................................................6 Section 6.6 CONFLICT OF INTEREST........................................................................6 ARTICLE7 OFFICERS..................................................................................................................7 Section 7.1 OFFICERS...................................................................................................7 Section 7.2 DESCRIPTION OF OFFICES. ...................................................................7 Section 7.3 ELECTION OF OFFICERS........................................................................7 ARTICLE 8 COMMITTEES OF THE BOARD.............................................................................8 Section8.1 GENERAL...................................................................................................8 Section 8.2 EXECUTIVE COMMITTEE......................................................................8 Section 8.3 STANDING COMMITTEES......................................................................9 i Page 794 of 1598 TABLE OF CONTENTS Page Section 8.4 AD HOC COMMITTEES. ..........................................................................9 Section 8.5 MINUTES AND REVIEW..........................................................................9 ARTICLE 9 ANNUAL MEETING.................................................................................................9 Section 9.1 ANNUAL MEETING..................................................................................9 Section 9.2 PLACE OF MEETING................................................................................9 Section 9.3 NOTICE OF MEETING..............................................................................9 Section 9.4 VOTING LISTS...........................................................................................9 ARTICLE 10 EMPLOYEES...........................................................................................................9 Section 10.1 PRESIDENT AND CHIEF EXECUTIVE OFFICER...............................10 Section 10.2 OTHER EMPLOYEES..............................................................................10 ARTICLE 11 MISCELLANEOUS ...............................................................................................10 Section 11.1 ROBERT'S RULES OF ORDER..............................................................10 ARTICLE 12 CONTRACTS.........................................................................................................10 Section 12.1 CONTRACTS............................................................................................10 Section 12.2 CONTRACTS SIGNED BY THE PRESIDENT& CEO.........................10 Section 12.3 LOAN COMMITMENTS. ........................................................................10 Section12.4 CHECKS....................................................................................................10 Section12.5 DEPOSITS.................................................................................................10 Section 12.6 TREASURER OR FINANCE COMMITTEE...........................................10 ARTICLE 13 FISCAL YEAR.......................................................................................................10 ARTICLE 14 AMENDMENTS ....................................................................................................1 l Section 14.1 AMENDMENTS TO BY-LAWS..............................................................11 Section 14.2 ANNUAL REVIEW OF BY-LAWS.........................................................I I ARTICLE 15 INDEMNIFICATION..........................................................................................11 ARTICLE 16 GENERAL STANDARDS FOR DIRECTORS.....................................................I 1 ARTICLE 17 DIRECTOR CONFLICT OF INTEREST...............................................12 ARTICLE 18 DISSOLUTION.............................................................................12 ii Page 795 of 1598 BY-LAWS OF AID TO VICTIMS OF DOMESTIC ABUSE, INC. (A FLORIDA NOT-FOR-PROFIT CORPORATION) ARTICLE 1 NAME Section 1.1 NAME. The name of the Corporation shall be Aid to Victims of Domestic Abuse, Inc. (hereinafter, the"Corporation"or"AVDA"). Section 1.2 REGISTERED OFFICE. The registered office of Aid to Victims of Domestic Abuse,Inc., shall be located in the County of Palm Beach, State of Florida. The Corporation may also have offices at such other places, either within or without the State of Florida, as the Board of Directors of the Corporation(the "Board of Directors")may from time to time determine or as the business of the Corporation may require. ARTICLE 2 PURPOSE Section 2.1 PURPOSE. The purposes for which this Corporation has been organized are as follows: A. to provide services to victims of domestic violence; B. to engage in educational efforts designed to inform the public,specific groups and agencies about the nature of domestic violence and its effect on individuals, families and society; and C. to engage in any and all other lawful activities which contribute to the elimination of domestic violence. ARTICLE 3 NON-DISCRIMINATION Section 3.1 NON-DISCRIMINATION. The Corporation shall not discriminate on the basis of age,race,religion,color,disability,national origin,marital status,gender,veteran status,gender expression/identity, genetic information, sexual orientation or any characteristic protected by law and shall operate in compliance with the applicable requirements of all public regulatory agencies that govern equal employment. This non-discrimination principle applies to the selection and treatment of employees,volunteers,clients,members of the Board of Directors of the Corporation, and the Advisory Board. AVDA By-laws 3 Page 796 of 1598 ARTICLE 4 MEMBERSHIP Section 4.1 MEMBERS_. The Corporation shall have no members,as contemplated by Section 617.0601, Florida Statutes. However, the Board shall designate and define the rights and qualifications for various classes of contributors to the Corporation, which contributors may be designated "members," from time to time, and may, by amendment to these By-laws, establish procedures for the holding of annual and special meetings of such members. Unless so provided by amendment to these By-laws, such members do not have voting rights Section 4.2 CLASSIFICATIONS OF MEMBERSHIP. There are two membership classifications in the Corporation, as follows: A. Board of Directors ("Board"): All persons who have been nominated and elected pursuant to Article V of these By-Laws shall comprise the membership of the Board of Directors. Such persons are each individually referred to herein as a"Director" and collectively as the"Board"or"Board of Directors." B. Honorary Members: The Board of Directors may from time to time award "Honorary Member" status to such civic and community leaders or other persons as the Board of Directors believes to be in the best interests of the Corporation. Honorary Members shall not be eligible to vote on any matter pertaining to the operations of the Corporation. Directors and Honorary Members are collectively referred to as"Members." Section 4.3 TERMINATION OF MEMBERSHIP. The Membership in the Corporation of any Member shall terminate upon the earlier to occur of(i) dissolution of the Corporation, and(ii) resignation of such Member. Section 4.4 NO PROPERTY RIGHTS. No Member shall have any right, title, interest or privilege with respect to any of the Corporation's property or assets, including any earnings or investment income of the Corporation,nor shall the Corporation's assets or property be distributed to any Member upon the dissolution or winding up of the Corporation. Section 4.5 MEMBERS NOT LIABLE; No Member of the Corporation shall be personally liable for any of the Corporation's debts,liabilities or obligations,nor shall any Member be subject to any obligation to the Corporation other than annual dues and voluntary contributions pledged by such Member, as applicable. Section 4.6 ANNUAL MEETING OF MEMBERS. All Members shall be entitled to attend the Annual Meeting held by the Board of Directors in accordance with the provisions of Article IX. AVDA By-laws 4 Page 797 of 1598 ARTICLE 5 BOARD OF DIRECTORS Section 5.1 GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The powers of the Board shall include, without limitation, the power to: (i) elect officers of the Corporation, (ii) elect Directors, (iii) fill vacancies in any office, (iv) approve the budget, projects, expenditures and activities of the Corporation and (v) select and employ a President and Chief Executive Officer ("President & CEO"). Section 5.2 NUMBER. The Board of Directors shall consist of not less than five (5) or more than fifteen (15)members. The Board shall be composed of at least three (3) citizens who reside within the Corporation's service area, one (1)of whom must be an employee of a local, municipal, or county law enforcement agency whose jurisdiction includes some or all of the Corporation's service area, as required by the Florida Department of Children and Families. Section 5.3 MEMBERSHIP. Membership on the Board of Directors shall be for three (3) years. A Director may not serve for more than two consecutive three-year terms; provided however, that such limitation may be waived with respect to any individual by an affirmative vote of two-thirds of the Board of Directors present and entitled to vote. No Director shall receive compensation or other consideration,whether directly or indirectly,for his or her volunteer service as a Director. Section 5.4 NOMINATING COMMITTEE;. ELECTION OF DIRECTORS. A. Nominatimj Committee t qualifications. The Nominating Committee shall consist of the President& CEO of the Corporation and not less than three (3) Directors who have served on the Board for at least two years. The Nominating Committee shall be charged with submitting nominations for the election of Directors at the Annual meeting of The Board of Directors. At the Annual meeting,the floor shall be open for additional nominations to be made by any Director. B. Responsibilh,% of Committee. The Nominating Committee shall be responsible for screening, interviewing and selecting individuals seeking to become a member of the Board of Directors. After a selection has been finalized,the Committee Chair shall present the name(s) of the nominee(s) along with other relevant information to the Board of Directors for acceptance by a majority vote. C. ReWrt of the Nominating Committee,. The report of the Nominating Committee shall be filed with the Secretary of the Corporation no less than 10 days prior to the date fixed for the election. Section 5.5 VACA_NCIE_S. When a vacancy occurs on the Board of Directors other than as a result of the expiration of Director's term in office, the Nominating Committee may nominate any Member in good standing for election by the Board of Directors. Such replacement Director(s) shall be elected upon the affirmative vote of a majority of the Board at any meeting. Any Director so elected shall be a Director for the remaining term of the Director replaced. AVDA By-laws 5 Page 798 of 1598 Section 5.6 REMOVAL. Any member of the Board of Directors may be removed with or without cause by a majority of the remaining Directors present and entitled to vote at a duly noticed meeting. An affirmative vote shall be required for removal and each such Director shall be presumed to assent to removal unless they expressly abstain or vote otherwise. Any such removal will be effective immediately following the vote on such matter. Section 5.7 NON-ATTENDANCE. Unexcused absence at three (3) board meetings in a calendar year shall require that the Board consider and vote upon the removal of such Director. An affirmative vote of the majority of the Directors present and entitled to vote at a duly noticed meeting shall be required for removal and each such Director shall be presumed to assent to removal unless they expressly abstain or vote otherwise. Any such removal will be effective immediately following the vote on such matter. ARTICLE 6 MEETINGS OF THE BOARD OF DIRECTORS; VOTING Section 6.1 MEETINGS. The Board of Directors shall conduct at least six (6) general meetings per year. Special meetings may be called by the Chair or any three(3)Directors in order to transact the business of the Board;provided, (i)that a reasonable attempt to notify all Directors has been made at least 24-hours in advance and (ii) the requirements for a quorum and for the taking of any action shall not be reduced for the purposes of such special meeting. Section 6.2 CHAIR OF THE BOARD. At all meetings of the Board of Directors, the Chair, or, in his or her absence a Vice Chair shall act as the chairperson for such meeting. Section 6.3 QUORUM;, PARTICIPATION BY TELEPHONE. The presence of a majority of the Directors shall constitute a quorum. Members of the Board of Directors (or any committee thereof) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with or hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Section 6.4 VOTING. Except as may be otherwise provided herein, all actions of the Board of Directors shall be made by the affirmative vote of a simple majority of the Directors constituting the quorum established for a given meeting. Section 6.5 ACTION WITHOUT A MEETING. Any action required or permitted to be taken at a meeting of the Board of Directors or committee thereof may be taken without a meeting if a written consent that sets forth the action taken is signed by all of the Directors or committee members and is filed in the minutes of the proceedings of the Board of Directors or the respective committee, as the case may be. Section 6.6 CONFLICT OF INTEREST. Any duality of interest or possible conflict of interest on the part of any Director should be promptly disclosed to the other Directors and made a matter of record reflected in the minutes of the meeting of the Board of Directors. Any Director AVDA By-laws 6 Page 799 of 1598 having a duality of interest or possible conflict of interest on any matter before the Board shall not be entitled to vote and shall not attempt to influence other Directors in voting on such matter. A Director having any such duality of interest or conflict of interest shall not be counted in determining the quorum for purposes of voting on the issue. The minutes shall reflect the abstention of such Director from voting and the required quorum. ARTICLE 7 OFFICERS Section 7.1 OFFICERS. There shall be elected by the Board of Directors the following Officers: A. Chair of the Board; B. One or more Vice Chairs; C. Secretary; D. Treasurer; and E. such other officers as the Board of Directors may from time to time determine, who shall have such duties and functions as hereinafter provided. The Officers shall have the authority to take actions in furtherance of the policies, instructions and determinations of the Board of Directors. Section 7.2 DESCRIPTION OF OFFICES. A. Chair: The Chair shall act as Chairperson during the meetings of the Board of Directors, preside at all meetings of the membership and preside at the Executive Committee Meeting, and shall be an ex-officio or member of all committees. He or she shall be subject to approval by the Board of Directors, appoint committee chairpersons and members and carry on such other duties as usually pertain to this office. B. Vice Chair: The Vice Chair shall perform duties assigned to him or her by the Chair. In the absence of the Chair,the Vice Chair will serve as chairperson during meetings of the Board of Directors. C. Secretary: The Secretary shall record the minutes of the meetings of the Board of Directors and shall be responsible for securing the Board of Directors'voting records and the list of nominees from the Nominating Committee. The Secretary shall maintain an updated list of name, address and phone number for each of the Directors. D. Treasurer: The Treasurer shall maintain financial records of any money received and spent by the Board of Directors. The Treasurer shall serve as chairperson for the Finance Committee and shall present a financial report of the Corporation at each regular meeting of the Board of Directors. At least once per year the financial-records of the Corporation shall be reviewed by a Certified Public Account("CPA") selected by the Board of Directors;the Treasurer shall serve as AVDA By-laws 7 Page 800 of 1598 liaison to the CPA in connection with such review. The Treasurer shall review the audit of the Annual Financial Statements prepared by the CPA. The certified audit prepared by the CPA shall be reviewed by the Board of Directors upon completion. Section 7.3 ELECTION OF OFFICERS. All officers shall be elected to hold office until the Annual meeting of the Board of Directors. Each officer shall hold office for a term of one (1)year and may be re-elected for an additional one (1)year term. A. The Board of Directors shall elect among themselves officers whose names shall have been submitted by the Nominating Committee. There need not be seconding of nominations for office. B. Those who receive a plurality of votes of those present and voting shall be deemed elected. C. In the event of a tie,the same procedure set out in Section 7.3(B) shall apply. D. All Directors and Officers shall assume their respective office, duties and responsibilities as of the date of the election. E. All vacancies that occur shall be filled in accordance with these By-Laws. F. No person shall serve as an Officer in the same position for more than three (3) consecutive terms unless waived by a two-thirds(213)vote of the Directors,present and voting. G. The results of the elections shall be final. ARTICLE 8 COMMITTEES OF THE BOARD Section 8.1 GENERAL. The Chair of the Board of Directors, as needed, to conduct the T business of the Corporation, shall appoint committees and committee chairs. The Chair of the Board of Directors and President&CEO shall sit as an ex-officio member on all committees. The chairperson of each of the Standing Committees shall be a Director;provided,however, that such requirement may be waived by the affirmative vote of two-thirds of the Board of Directors. Section 8.2 EXECUTIVE COMMITTEE. The Executive Committee shall consist of the officers of the Board of Directors and immediate past Chair, if such person remains a Director. The purpose of this committee is to function on behalf of and with the authority of the Board of Directors at such times as when it is impossible to delay action until a meeting of the Board can be called to act. The Executive Committee shall report to the Board, at the next regular meeting on any action taken between regular Board meetings. AVDA By-laws 8 Page 801 of 1598 Section 8.3 STANDING COMMITTEES. The Standing Committees of the Board of Directors shall consist of the following: (i) Nominating Committee; (ii) Finance/Audit Committee; (iii) Fund Development Committee; and (iv) Policy Committee; and Section 8.4 AD HOC COMMITTEES. The Board of Directors may,from time to time,create such additional committees as it deems necessary. Section 8.5 MINUTES AND REVIEW. Each committee shall submit a report of its proceedings to the Board of Directors for review. The proposed actions of any committee are subject to review and approval by the Board of Directors. ARTICLE 9 ANNUAL MEETING Section 9.1 ANNUAL MEETING. The Annual Meeting will be held on a day set by the Board of Directors. Section 9.2 PLACE OF MEETING. The Board of Directors may designate any place for the Annual Meeting. If no designation is made, or if a special meeting were otherwise called, the place of meeting shall be the principal office of the organization. Section 9.3 NOTICE OF MEETING. Written notice as required of organizations by law for State and Federal Funding, stating the place,the day and hour of the meeting shall be delivered no less than ten(10)nor more than twenty (2 0)days before the date of the Meeting, either personally or by electronic or standard mail at the direction of the Chairperson or the Secretary, or the office or persons calling the meeting, to each Director entitled to vote at such meeting. Section 9.4 VOTING LISTS. The Nominating Committee Chairperson or designee shall make and certify a complete list of the Board of Directors,which list shall be subject to inspection by the Board entitled to vote at such meeting. The list shall be prima facie evidence as to which Board members are to vote at the meeting. ARTICLE 10 EMPLOYEES Section 10.1 PRESIDENT AND CHIEF EXECUTIVE OFFICER. The Board of Directors shall employ a President and Chief Executive Officer who shall be responsible for developing and administering the Corporation's programs in accordance with the policies and procedures established by the Board of Directors. Hiring and dismissal of the President& CEO shall require a simple majority of the elected Board. AVDA By-laws 9 Page 802 of 1598 Section 10.2 OTHER EMPLOYEES. All employees of the Corporation shall be governed by the Personnel Policies as revised and adopted by the Board.of Directors from time to time. ARTICLE 11 MISCELLANEOUS Section 11.1 ROBERT'S RULES OF ORDER. The rules contained in Robert's Rules of Order, latest revised edition, shall govern the meetings of the Corporation in all cases to which they are applicable and in which they are not inconsistent with the bylaws of the Corporation. ARTICLE 12 CONTRACTS Section 12.1 CONTRACTS. The Board of Directors may authorize any Officer or Officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation;provided,however,that contracts and other obligations that are either of a dollar value greater than Fifty Thousand Dollars($50,000.00),may not be entered into except as authorized by a resolution of the Board of Directors. Section 12.2 CONTRACTS SIGNED BY THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. Contracts in any amount may be signed by the President&CEO or any officer of the Board of Directors. Section 12.3 LOAN COMMITMENTS. Loan commitment may not be entered into except as authorized by a resolution of the Board of Directors. Section 12.4 CHECKS. All checks, drafts or other orders for payment of money,notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by an Officer or agent of the Corporation and in such manner as shall, from time to time, be determined by resolution of the Board of Directors. Section 12.5 DEPOSITS,. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks,trust,companies or other depositories as the Board of Directors may select. Section 12.6 TREASURER OR FINANCE COMMITTEE. The Treasurer or Finance Committee must approve the issuance of checks for purchases in excess of $5,000.00 if such purchases were not previously approved in the budget of the Corporation. ARTICLE 13 FISCAL YEAR The fiscal year of the Corporation shall begin on the 1"day of July and end on the last day of June. AVDA By-laws 10 Page 803 of 1598 ARTICLE 14 AMENDMENTS Section 14.1 AMENDMENTS TO BY-LAWS. These by-laws may be altered, amended or repealed and new by-laws adopted by the Board of Directors at any meeting of the Board of Directors. Any such alteration, modification, amendment or ratification of the by-laws shall require an affirmative vote of a majority of the Directors constituting a quorum at a meeting of the Board of Directors. Section 14.2 ANNUAL REVIEW OF BY-LAWS. The Corporation shall review the by-laws annually. ARTICLE 15 INDEMNIFICATION Each person (including the heirs, executors, administrators, or estate of such person) (a) who is or was a director,manager,trustee or officer of the Corporation, (b)who is or was an agent or employee of the Corporation other than an officer and as to whom the Corporation has agreed to grant such indemnity, or (c) who is or was serving at the request of the Corporation as its representative in the position of a director, manager,trustee, officer,agent or employee of another corporation,partnership,joint venture, trust or other enterprise, each person who has authority to sign a contract on behalf of AVDA and as to whom the Corporation has agreed to grant such indemnity shall be indemnified by the Corporation as of right to the fullest extent permitted or authorized by current or future legislation or judicial or administrative decision, against any fine, liability, cost or expense, including attorneys' fees, asserted against him or incurred by him in that capacity or arising out of his status as director, officer, agent, employee or representative. The foregoing right of indemnification shall not be exclusive of other rights to which those seeking an indemnification may be entitled. The Corporation may maintain insurance, at its expense, to protect itself and any of those persons against fines, liabilities, costs or expenses, whether or not the Corporation would have the legal power directly to indemnify the person against such liability. ARTICLE 16 GENERAL STANDARDS FOR DIRECTORS A Director shall discharge his or her duties as a Director, including his or her duties as a member of a committee: (a) in good faith; (b)with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) in a manner he or she reasonably believes to be in the best interest of the Corporation. In discharging his or her duties, a Director may rely on information, opinions,reports, or statements, including financial statements and other financial data, if prepared or presented by (a) one or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented; (b) legal counsel,public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or(c) a committee of the Board of Directors of which he or she is not a member if the Director reasonably believes the committee merits confidence. A Director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted AVDA By-laws 11 Page 804 of 1598 unwarranted. A Director is not liable for any action taken as a Director, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this section. ARTICLE 17 DIRECTOR CONFLICT OF INTEREST No contract or other transaction between the Corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest, because such director or directors are present at the meeting of the board or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or because his or her or their vote(s) are counted for such purpose, if(a) The fact of such relationship or interest shall be disclosed in writing to the board or committee prior to a vote which authorizes, approves or ratifies the contract by a vote and(b)the contract or transaction is fair and reasonable to the corporation at the time it is authorized by the board,a committee or the members. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board or a committee thereof which authorizes, approves, or ratifies such contract or transaction. Provided, however, that notwithstanding the above, no such contract or other transaction shall be entered into if it would adversely affect the status of the corporation as an organization described in Section 501(c)(3)of the Code. No member of the Board of Directors or Advisory Board or their family members may be employed by or enter into a contract with AVDA while serving on the Board or for a one-year period following their termination from the Board of Directors or Advisory Board, ARTICLE 18 DISSOLUTION Upon dissolution of the corporation, all assets,real or personal, shall be distributed to such organizations as may qualify exempt under 501(c)(3) pursuant to the requirements of Internal Revenue Code,as amended from time to time,or the corresponding provision of any future Internal Revenue Code. Such exempt organization shall embrace a mission statement similar to the Corporation. AVDA By-laws 12 Page 805 of 1598 0 Return of Organization Exempt From Income Tax OMB No.11545-0047 Farm mm� Under section 501(c),527,or 4947(a)(1)of the Internet Revenue Code(except private foundations) 2020 0 Depertroent of the Treasury 0,Do not enter social seeuity numbers on this form as It may be made public. lntemat Rgveaue Service ►Go to www.Ira.9ov1Fwrr4W for instructions and fire latest irtfaematlon A 1zFor the 2020 calendar year,or tax yam beginner Jul 1 ,2020,,and ending Jun 3 0 ,2021 9 Checkiiapplicabie: GNameof �NenAid to Victims o£ Dor�te!stir Abuse; Inc. AEmproyeridentifieationnumber El Addch�nge Dein txmureeaas _59-24116620 Name change Number and street(or P.C.box if mail isnot delivered to street address) Ftoomisuite E Telephone number ❑ initial return PO Box 6161 _ (561,265-3797 ❑ City province. and ZIP or fore' ..,u,. Final radertlsarmmated or town.state Or H,r _ oauntry. rgn postal cede ❑ Amended returL__..De1raZ Beach, FL 33482 ❑ G Gross receipts$3 Appsaatan ion pending F Name d address of principal officer „509 , 451. �)Is this a getup intim for subard naW❑Yes ©NoNo PoPam O'Brien, PO Box 6161, Delray Beach FL 33482'H(b)Areal subordinates included?❑Yes ❑No 1 Tax exam pt status: 507 c 5D7® {1C3i e[� {)( 1 (insert no.) ❑4847(axi) or ©527 If"No,"attach a list.See instructions J tie : ►www.avdaonl ine.ori Wc)Bump exemption number lo.r-c,m of argatmUom®Corpw•ation =A„ " ❑Tnrst ❑Associatlan ❑Other► L Year of formation: 19$5�fK State of gumma �_. .,,. 1 Briefly describe the organization's mission or most significant activities:AVDA promotes violence-free relationships and social ------------- changE_by offering altern,ativ_e Cho,icea _- 10 to end violence and domestic abuse 2 Check this box►❑if the organization discontinued its operations or disposed of more than 25%of its net assets. 3 Number of voting members of the governing body(Part VI,line 1 a). . . 3 ed 4 Number of independent Voting members of the governing body(Part VI,lints 1 b) mm�� . • o 4 9 5 Total number of individuals employed in calendar year 2020(Part V,line 2a) 5 53" fi Total number of volunteers(estimate if necessary) 6 87 a � 7a Total unrelated business revenue from Part VIII,column(C),line 72 7g er. taxable income from Forb Net unrelated business tm 990-T,Part I line 11 K „ 0. L Prior You current Year o 8 Contributions and grants(Part VIII,line 1h) . . . . • 3,209 804. 3,357 073. 9 Program service revenue(Part VIII,line 2g) . . . . , . . . o' 10 Investment income Part VIII,column { (Pa,lines 3,4,and 7dJ � 3 407 22 893 11 Other revenue(Part VIII,column(A),lines 5,6d,Be,9c, 1Oc,and 11e) . 56,303. 67 723 12 Total revenue-add lines 8 through 11 (must aqual Part VIII,column(Aj,line 12L ` 269.514•i 3 448 489 13 Grants and similar amounts paid(Part IX,column{A),lines 1-3) . 14 Benefits paid to or for members(Part 0(,column(A),line 4) . . . . . H�9 mo 15 Salaries,other compensation,employee benefits(Part IX,column(A),lines 5-10) 2,263,339. 2„338,638 m 16a Professional fundraising fees(Part IX,column(A), line 11 e) C b Total fundraising expenses(Part IX,column(D),line 25) ■ 214,260. 17 Other expenses(Part IX,column(A),lines 11a-11d, 11f-24e) . . . . . 1,065;316. 1,221,� 6� . .. .. _ 18Total expenses.Add lines 13-17(must equal Part IX,column I (A),line 25) _3,3' 28i655. ' 3,560 514. 19 Revenue less expenses.Subtract Subtline 18 from line 72 -112 v025. g -- o Beg6enng of Current Year End of Year w,a � 20 Total assets(Part X,line 16) . . . . . . . . 3 2 5 5. 15 7. 3,312',L23 `° 21 Total liabilities Part X,line 26) . ... 90 m ( 421,.437. 590,428.. = f22 Net assets or fund balances.Subtract line 21 from line 20 2,833,720. 2,721 695 Sin nature Block Under penalties of perjury.I declare that I have examined this return.including accompanying schedules and statements,and to the best of my knowkedge and belief,it is true,co recL and comp .Deelatstion of preparer{other than officer)is besed on all Information of which praparer has any knowledge. _ 1.®-12+10 2021 Sign Signature of officer Data f7ate Here rami Babi,j Board Secrets° ec Type or print name and title Paid Mnt/rypepreparersnama ronature DateIf pnN PrepererANTONIO GRAD �'t ;self-emp4ayed P 0 017 8 7 71 Fmrsname ►(',rau & Associate Flrm•sEiN ► Use Only - - 20-2067322 - Finn•saddress b 951 W Yamato Rd Suite 280 Boca Raton FL 33431 Phone no (5blr 994 9299 . _ mw. -®_ ,.. May the IRS discuss this return with the pre r shown above?See instructions R Yes ❑Nn For Paperwork Reduction Act Notice,see the separate Instructions. BAA xEvnWM1 aRO — Form 990 r20201 Page 806 of 1598 Form 990(2020) Page 2 Statement of Program Service Accomplishments Check if Schedule O contains a response or note to any line in this Part III 1 Briefly describe the organization's mission: AVDA promotes__violence,free relationships and_social_chan9,e_by___ off ering-_alternativechoices to end violence and_domestic abuse_______ 2 Did the organization undertake any significant program services during the year which were not listed on the prior Form 990 or 990-[Z? . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑Yes ©No If"Yes,"describe these new services on Schedule O. 3 Did the organization cease conducting, or make significant changes in how it conducts, any program services? . . . . . . . . . . . . . . . . . . . . . . . . ❑Yes ®No If'Yes,"describe these changes on Schedule O. 4 Describe the organization's program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4)organizations are required to report the amount of grants and allocations to others, the total expanses,and revenue, if any,for each program service reported. 4a � ..a(Code: � - )(Expenses$-31192 604, including grants of$ - ----0_)(Revenue$ The orgjh:L ioz� one_ of_ 41__certified domestic vi olencecenters in the state -- --- - ---------------- --–---- the.--- ---e --- -- o__F grrda�_ began__serving_c3ents in 1986 with__ an timer--Jcenc�r shelter__An_ outreac2z______ -- grogramwas_ ae _ px the_communit� n2000_ and_a_transitianal housing_�rogram____- in 2005. The 24-hour_ emergen—y–shelterand hotline _emphasazes_ empowerment_and _-__ supports_ the__right_toself determination. The transitional housing�rogram___ ------------------------.:.--_--_-__----------------------------------focuses ---------------- on economic self sufficienc-y–and__peeaRgit housing,__A_new_sheiter building was cam.leted_in 2015. Pets are welcomed. Residential capacitY_is 94 at any one time.___ ----------______—------------------------al - ---- Our Oiztzeach �rograms_continued to increase thi8 y_ear_Qroviding---interyention,__prevention,___ -------------------- and educational services to the community,–AVDA,_,pzovided–services–to 13,993 individuals in Palm Beach County—and,its surrounding __area_ during thefiscai—year___ 4b (Code: )(Expenses$ including grants of$ .)(Revenue$ 4cCode: ... ( -------_-_--)(Expenses$------------–-----including grants of$------ ---- --_-_-.)(Revenue$ ) 4d Other program services(Describe on Schedule O.) Eymenses$ includincirants of$ ¢Revenue$ 4e Total ogram service expenses ► 3,192,604. _. __. .... REV U9XW21 PRO _.. Form 990(.20201 Page 807 of 1598 Form 990(2020) Page `= Checl1dkqo!_Rtgu1red Schediull No 1 Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," I complete Schedule A . . . . . . . . . . . . . . . . . . . . . . . . H21 XIs the org i tion requir to mplete Schedule ,Sch ule of Contributors instructions? . Yes I X,x® 3 Did the organization engage in direct or indirect political campaign a iviti on behalf of or in opposition to candidates for public ace?If"Yes,'complete Schedule C,Part/ . . . . . . . . . . . , 13 X 4 Section 501(c)(3) Did the organization engage in lobbying activities,or have a section 51(h) election in affect during the tax year?If"Yes,"complete Schedule C,Part 11 . . . . . . . 4 X Is the organization a section 501(c)(4), 501(cX5), or 501(c)(6) organization that receives membership dues, t m assessment ,or similar amounts as defined in Revenue Procedure 98-19?If"Yes,"complete Schedule C, P lit ! 5t- 6 Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts?If "Yes,"complete Schedule ,Part l . . . . . . . . . . 7 Did the organization receive or hold a conservation easement, including easements to preserve open space, the environment,historic land areas,or historic structures?If"Yes,"complete Schedule D,Part it . . , 7 X Did the organization maintain collections of works of art,historical treasures,or other similarassets?If"Yes," complete Schedule D,Part III . . . . . . . . . . . . . . . . . . . . . . X Did the organization report an amount in Part X, line 21,for escrow or custodial account liability, serve as a custodian for amounts not listed in Part X, or provide credit counseling, debt management, credit repair, or debt negotiation services?If"Yes,"complete Schedule D,Part 1V . . . . . . . . . . . . . . 9 X 10 Did the organization,directly or through a related organization, hold assets in donor-restricted endowments or in quasi endowments?If'Yes,"complete Schedule D,Part V . . . . . . . . . . . . . . . 10 ' X 11 If the organization's answer to any of the following questions is "Yes,"then complete Schedule D, Parts Vl VII,Vlll, IX,or X as applicable. Did the organization report an amount for land, buildings, and equipment in Part X, line 10? If 'Y " complete Schedule D,Part V1 . . . . . . . . . . . . . . . . . . . . . . . . . 11a X Did the organization report an amount for Investments—other securities in Part X, line 12,that is 5% or more of its total assets reported in Part X,line 16?If"Yes,"complete Schedule D, Part VIt . . . Alb I X c Did the organization report an amount for Investments—program related in Part X, line 13,that is 5%or more of its total assets reported in Part X,line 16?If"Yes,"complete Schedule D, Ptirt VIII . . . . . . . 11c X Did the organization report an amount for other assets in Part X,line 15,that is 5% or more of its total assets rsw ireported n PartX,line 16?If"Y ,"complete Schedule D,PartiX . . . . . . . . . . . lid _ Did the organization report an amount for other liabilities in Part X,line 25? If"Yes,"complete Schedule D,part X 11 X „n f d the organization's separate or consolidated financial statements for the tax year include a footnote that addresses the organization's liability for uncertain titions under FIN 4 (ASC 740)?ff'Yes,"complete Schedule D,Pait X lif X 12a Did the organization obtain separate, independent audited financial statements for the tax year?If"Yes,"complete Schedule D,Parts XJ and XN , Was the organization includedin consolidated, independent audit financial statements for the tax year? If I`+� "Yes,"and if the organization answered" o"to line 12a,them completing Schedule D,Parts XI and A is optional 11 X 13 Is the organization a school described in section 170(b)(1)(A)(H)?Jf"Yes,"complete Schedule E 3 14a Did the organization maintain an office,employees,or agents outside of the United States? 1 Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, I fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investmerrts valued at$100,000 or more?If"Yes,'complete Schedule F,Parts 1 and IV. . . . . 1 15 bid the organization report on Part IX,column(A),line 3,more than$5,000 of grants or other assistance to or for any foreign organization?if'Yes,"complete Schedule F.,Parts I1 and IV . . . . . 15 X 16 Did the organization report on Part i column ° X, (A), line 3, more than ,000 of aggregate gram or other .Mn assistance to or for foreign individuals?If"Yes,"complete Schedule F Parts 111 and IV. . . . . . , 16 _� X 17 did the organization report a total of more than$15,ODO of expenses for professional fundraising services on Part IX, column(A), lines 6 and 11 e?If'Yes,"complete Schedule G,Part I See instructions . . . . . 17 X IS bid the organization report more than$15, total of fund ising event grossince d contributions on Pad VIII,lines 1c and 8a?If"Yes,"complete Schedule G,Part 11 . . . . . . . . . . . . 19 Did the organization report more than$15,000 of gross income from gaming activities on Part Vi Il,line 9a? Jf"Yes,"complete Schedule G,Part IJl . . . . . . . . . . . . . . . . . . . . . 1 9 X Did the organization operate one or more hospital facilities?If"Y ,"complete Schedule ule N . . . . . . 20a b If s"to line 2a,did the organization attach a copy of its audited financial statements to this return? 20b 1 Did the organization report more than $5,000 of grants or other assistance to any domestic organization or domestic government on Part IX,column(A),line 1?If"Yes,"co :,lete Schedule I,Parts land 11 21 X REV 09KW21 PRO F®rm 990 12020). Page 808 of 1598 Farm 990(2020) Page 4 ® Checklist of Rewired Schedulesicontinued) - Yes No 22 Did the organization report more than$5.000 of grants or other assistance to or for domestic individuals on Part IX,column(A),line 2?If"Yes,"complete Schedule 1,Parts 1 and N . . . . . . . . . . . . 1 22]__� X_ 23 Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the ' organization's current and former officers, directors, trustees, key employees, and highest compensated D employees?If"Yes,"complete Schedule J . . . . . . . . . . . . . . . . X -- " . 24a Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than II $100,000 as of the last day of the year,that was issued after December 31,2002?If"Yes,"answer lines 246 through 24d and complete Schedule K.If"No,"go to line 25a . . . . . . . . . . . . . 24a'' x b Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception? 24b c Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defease any tax-exempt bonds? . . 24c i d Did the organization act as an"on behalf of issuer for bonds outstanding at any time during the year? 24d 25a Section 501(c)(3),501(c)(4),and 501(c)(29)organizations.Did the organization engage in an excess benefit transaction with a disqualified person during the year?If"Yes,"complete Schedule L,Part 1 . . . . 25 X b Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior Inn .:. year,and that the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ? [ If"Yes,"complete Schedule L,Part 1 . . . . . . . . . . . . . . . . . . . . . . . . 25b X 26 Did the organization report any amount on Part X,line 5 or 22,for receivables from or payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons?If"Yes,"complete Schedule L,Part 11 26 X 27 Did the organization provide a grant or other assistance to any current or former officer,director,trustee, key employee, creator or founder, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity (including an employee thereof) or family member of any of these persons?If"Yes,"complete Schedule L,Part Ill . . . . . . . . . . . . . . . . . . . . 27 X 28 Was the organization a party to a business transaction with one of the following parties(see Schedule L, Part IV instructions,for applicable filing thresholds,conditions,and exceptions): a A current or former officer, director,trustee, key employee, creator or founder,or substantial contributor?If "Yes,"complete Schedule L,Part IV . . . . . . . . . . . . . . . . . . . . . . . . 28a X b A family member of any individual described in line 28a?If"Yes,"complete Schedule L,Part IV . . . 28b X c A 35% controlled entity of one or more individuals and/or organizations described in lines 26a or 28b? !f "Yes,"complete Schedule L,Part 1V . . . . . . . . . . . . . . . . . . . . . . . . 28c X 29 Did the organization receive more than$25,000 in non-cash contributions?If"Yes,"complete Schedule M 29 X rn Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions?If"Yes,"complete Schedule M . . . . . . . . . . . . . . . . 30 X 31 Did the organization liquidate,terminate,or dissolve and cease operations?If"Yes,"complete Schedule N, Part I 37 x 32 Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," LL.—. complete Schedule N, Part 11 . . . . . . . . . . . . . . . . . . . . . . . . . 32 x 33 Did the organization own 10096 of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3?If"Yes,"complete Schedule R, Part l . . . . . . . . . . . 33 X 34 Was the organization related to any tax-exempt or taxable entity? If"Yes,"complete Schedule R, Part 11, 111, ate, or IV,and Part V, line 1 . . . . . . . . . . . . . . . . 34 X 35a Did the organization have a controlled entity within the meaning of section 512(b)(13)? . . 335a x� b If "Yes" to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)?If"Yes,"complete Schedule R,Part V,line 2 . 35b 36 Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable �� related organization?If"Yes,"complete Schedule R,Part V,line 2 . . . . . . . . . . 36 X 37 Did the organization conduct more than 5%of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes?If"Yes,"complete Schedule R,Part VI 37 X 35 Did the organization complete Schedule 0 and provide explanations in Schedule O for Part VI, lines 11b and 19?Note:All Form 990 filers are ruired to complete Schedule O, 38 X Statements Regarding Other IRS Filings and Tax Compliance Check if Schedule O contains a response or note to any line in this Part V , Yes El No is Enter the number reported in Box 3 of Form 1096. Enter-0-if not applicable 3 1a rater the number of Forms W-2G included in line 1 a.Enter-0-if not applicable. i 1 b G w . F o y c Did organizationcomply with backup withholding rules for reportable payments to vendors and ef R' �ortable gamin (gambiirr�fl winnina�s to�nze winners? 1c .. REV 09108121 PRO Fane (2020) Page 809 of 1598 Form 990(2020) Page rJ Stateme�rts Regiardin Other IRS Filings artd Tax Cam Mance lconirnued E - _ Yes TN_o 2a Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax ` I Statements,filed for the calendar year ending with or within the year covered by this return2a 53 b If at least one is reported on line 2a,did the organization file all required federal employment tax returns? 2b X Note:If the sum of lines la and 2a is greater than 250,you maybe required to a-file(see instructions) 3a Did the organization have unrelated business gross income of$1,000 or more during the year? 3a X es, as it filed a Form 990-T for this year?!f"No"to line 3b,provide an explanation on Schedule O 3b 4a At any time during the calendar year,did the organization have an interest in,or a signature or other authority over, a financial account in a foreign country(such as a bank account,securities account,or other financial account)? 4a x b If"Yes,"enter the name of the foreign country► r�q� } __�..-- -......�_____—_--_ __-------------- ----.�.—_—_ ire �. See instructions for filing requirements for FinCEN Fon;114,Report of Foreign Bank and Financial Accounts(FBAR) 5a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? 5a x n„ b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? 5b w X c If"Yes"to line 5a or 5b,did the organization file Form 8886-T? . . . . . . . . . . . . . . 5c 6a Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions? . 6a X b If"Yes,"did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? 6b 7 Organizations that may receive deductible contributions under section 170(c). a Did the organization receive a payment in excess of$75 made partly as a contribution and partly for goods fU � and services provided to the payor? . . . . . . . . . . . . . . . . . . . . . . . . 7a X b If ®. 'Yes,"did the organization notify the donor of the value of the goods or services provided? 7b x c Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282? . . . . . . . . . d If"Yes,"indicate the number of Forms 8282 filed during the year . . . . . . . . 7d J,__ � 7a�r e Did the organization receive any funds,directly or indirectly,to pay premiums on a personal benefit contract? 7e x f Did the organization,during the year,pay premiums,directly or indirectly,on a personal benefit contract? 7f x g If the organization received a contribution of qualified intellectual property,did the organization file Form 8899 as required? 7 i h If the organization received a contribution of cars,boats,airplanes,or other vehicles,did the organization file a Form 1098-C? 7h 8 Sponsoring organizations maintaining donor advised funds.Did a donor advised fund maintained by the .L' sponsoring organization have excess business holdings at any time during the year? . . 8 9 Sponsoring organizations maintaining donor advised funds. a Did the sponsoring organization make any taxable distributions under section 4966? . . . . . Aa b Did the sponsoring organization make a distribution to a donor,donor advisor,or related person? 10 Section 501(c)(7)organizations.Enter: ,fe a Initiation fees and capital contributions included on Part VIII,line 12 . . . . . , (10a 3 b Gross receipts,included on Form 990,Part VIII, line 12,for public use of club facilities 10b 11 Section 501(c)(12)organaations.Enter: - a Gross income from members or shareholders . . . . . . . . . . . . . 11a[ b Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) , . . . . . 11b � 12a Section 4947(a)(1)non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Fom�i041? 1 b If"Yes,"enter the amount of tax-exempt interest received or accrued during the year. l 12b S ' 13 Section 501(c)(29)qualified nonprofit health insurance issuers. a Is the organization licensed to issue qualified health plans in more than one state? . . . . 13aI Note:See the instructions for additional information the organization must report on Schedule O. b Enter the amount of reserves the organization is required to maintain by the states in which l f„ the organization is licensed to issue qualified health plans . . . . . . . . . . L3�b4 i c Enter the amount of reserves on hand . . . . . . . . . . 14a Did the organization receive any payments for indoor tanning services during the tax year? _ t _ b If"Yes,"has it filed a Form 720 to report these payments?If"No,"provide an explanation on Schedule O 14b} 15 Is the organization subject to the section 4960 tax on payment(s)of more than$1,000,000 in remuneration or excess parachute payment(s)during the year? . . . . . . . . . . . . . . . . . . . . 15 if"Yes,"see instructions and file Form 4720,Schedule N. 16 Is the organization an educational institution subject to the section 4968 excise tax on net investment income? 16 If"Yes,"complete Form 4720,Schedule O. y REV 09W21 PRO _ Forth 990(2020) Page 810 of 1598 Form 990(2020) Page s _. Governance, Management, and Disclosure For each "Yes"response to lines 2 through 7b below, and for a "No" response to line Ba, 8b,or 10b below,describe the circumstances,processes,or changes on Schedule 0.See instructions. Check If Schedule O contains a response or note to any line in this Part VI 0 Section A.Governing 8od)r and Manaerrterrt .. u: nnn: Yes o 1 a Enter the number of voting members of the governing body at the end of the tax year. Ila 9 If there are material differences in voting rights among members of the governing body,or ;i`n if the governing body delegated broad authority to an executive committee or similar committee,explain on Schedule O. independent i b Enter the number of voting members included online 1a,above,who are in 1b � 1- , 2 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with .. any other officer,director,trustee,or key employee? . . . . . . . . . . . . . . . . . . 2 3 Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers,directors,trustees,or key employees to a management company or other person? . 3 x 4 Did the organization make an significant changes to its governing documents since the ` 9 Y ig g g g prior Form 990 was Bled. 4 x 5 Did the organization become aware during the year of a significant diversion of the organization's assets? . 5 X 6 Did the organization have members or stockholders? . . 7a Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? . . . . . . . . . . . . . . . . . . . . 7a I X b Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders,or persons other than the governing body? . . . . . . . . . . . . . . . . 7b X 8 Did the organization contemporaneously document the meetings held or written actions undertaken during z 4`; the year by the following: + a The governing body? . . . . . . . . . . . . . . . 8a' x b Each committee with authority to act on behalf of the governing body? " 8b x 9 Is there any officer, director,trustee, or key employee listed in Pan:VII, Section A,who cannot be reached at . the organization's mailing:address? If"Yes,"provide the names and addresses on Schedule 0 � g X Section B. Policies ( iris Section B requests information about policies not required by the lntema!Revenue Code.) Yes No 10a Did the organization have local chapters,branches,or affiliates? . . . . . . . . . . 10a ' x b If"Yes,"did the organization have written policies and procedures governing the activities of such chapters, , ; affiliates,and branches to ensure their operations are consistent with the organization's exempt purposes? 10b Ila Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? 11a b Describe in Schedule O the process,if any,used by the organization to review this Form 990. r� ;. 12a Did the organization have a written conflict of interest policy?If"No,"go to line 13 . . . . . . . 12a x b Were officers,directors,or trustees,and key employees required to disclose annually interests that could give rise to conflicts? 12b x c Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule O how this was done . . . . . . . . . . . . . . . 12c x 13 Did the organization have a written whistleblower policy? . . 14 Did the organization have a written document retention and destruction policy? . . . . . . 14 x 15 Did the process for determining compensation of the following persons include a review and approval by independent persons,comparability data,and contemporaneous substantiation of the deliberation and decision? ,3 a The organization's CEO,Executive Director,or top management official �15a x b Other officers or key employees of the organization . , . x If"Yes"to line 15a or 15b,describe the process in Schedule O(see instructions). 16a Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement �',_ „ ,., •-' with a taxable entity during the year? . . . . . . , . . . 16a X b if "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law,and take steps to safeguard organization'sexempt status with respect to such arrangements? 3 ,. nr�m_ e �, µµ 16b, Section C Disclosure 17 List the states with which a copy of this Form 990 is required to be filed► --------------------------------------------------------------- 18 Section 6104 requires an organization to make its Forms 1023(1024 or 1024-A, if applicable), 990, and 990-T(Section 501(c) (3)s only)available for public inspection.Indicate how you made these available. Check all that apply. ❑ Own website ❑ Another's website © Upon request ❑ Other(explain on Schedule O) 19 Describe on Schedule 0 whether(and if so, how)the organization made its goveming documents, conflict of interest policy, and financial statements available to the public during the tax year. 20 State the name,address,and telephone number of the person who possesses the organization's books and records 0- Pam O'Brien, PO Box 6161, Delray Beach, FL 33482 (551)265-3797 .... REVOWW21 PRO _ .. Form 990(2020) Page 811 of 1598 Fwm 990(X120) Page 7 en io=Officers,�Dwec�lors,T�rustees,�Key E�mploye� l w,Fflg�hest C�ompensat��E—rnpoyees, ancl tt ctors C sa I ni=�ppen d e n t ra Check if Schedule 0 contains a response or note to any line in this Part VII . . . . . Section A. Officers, Directors,Tru!4�, K!ty EMployees, �!qhest ComlpenRq!eq_Kn!R� � — Is Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organiZatlDn's tax year. * List all of the organization's current officers, directors, trustees(whether individuals or organizations), regardless of amount of compensation.Enter-0-in columns(D),(E),and(F)if no compensation was paid, ® Ust all of the organization's current key employees,If any.See instructions for definition of"key employee." * List the organization's five current highest compensated employees (other than an officer, director, trustee, or key employee) who received reportable compensation (Box 6 of Form W-2 and/or Box 7 of Form 1099- I ) of more than $100,000 from the organization and any related organizations. & Ust all of the organization's former officers, key employees, and highest compensated employees who received more than $100,000 of reportable compensation from the organization and any related organizations. a List all of the organization's former directors or trustees that received, in the rapacity as a former director or trustee of the organization,more than$10,000 of reportable compensation from the organization and any related organizations. See instructions for the order in which to list the persons above. ❑ Check this box H neither the organization noraany relat organization compensated any current officer,director,or trustee. W (B) Position (D) (do not check mom than one Name and title Average box,unless person is both an Reprtbie Reportable Btjnated mount hours officer and a d1rector/biWea) compensation compensation of other per week from the from related compensation (ist any Er 0 X 4; Win' onsoo c Q. A 3, 0 organiMlon organizations torn the . (W-2/1009-MISC) , hours for W-2/1099-MISC) organization and related 2 P- Io related organizations below doted line) 4.00 Secretater. X X0- 0. 0. _qtytrjy Cordner -------------------- 4.Op Immediate Past Chair X X 0. (q)-JaMLI!2--Sims 2.00 Member0 X 0. � . jj)_y4L�jky Ma en Chair Ii X ix 0. , 0. 0. _qKRLcj Hartmann 4.00 Vice Chair X X 0. _{q}_RfjaeEjja�ku�Jp _ _q4.00 Treasurer X X —-—--------- • 0. 0. Mnrooke Johnston 2.00 Member X 0 00. - e X 0. 0. Jensen ----------- Member X 0. LI 9 0, President/CEO X 208,390. 0.1 18,411. 0 1 Brien 40.00 ----—--------........ ------------- {1111}Kathleen Hishmeh 1 40.00 Business 21�erations Director 124 817, 0. 7,953. fl 2 ........ --------- ---------------------------- -------- ------------ (13) - ------------------------------------------------------------------------ X14_____------------------------------------------------ REV 09W21 PRO Form 990(2020) Page 812 of 1598 Form 990(2020) Page 8 ( 9 Section A Officers, Directors,Trustees,Ked Employees,and Highest Comensated Employees lcontinued Ic1 -�_ Position Name and title Average(1131 (do not check more than one R (D) (F} box,unless person is both an Reportable Reportable Estimated amount hours officer and a directodtrustee} compensation compensation of other per week _ from the from related compensation (list any ° a T m m o organization o hours for ° ? " v E, fl rganlzat€ons from the Ko ] m (W-2/109"ISC) (W-2/1{399-MISC) organization and related rrgeniz 0 m related organizations below 2 dotted Ilne) dm R ------------------------------------------------- --------- �_ u� �1 ---- --- --------- --------------------------------------------- -- u ---------T i ----------------------------- ----------- ..: ------- (22) ——---- ---- ------------------------ ---------- 24� ---- - ----- — --- -----— --- — — ,., „n.---.— .... 1 b Subtotal ► 333,207. t}. 26,364. c Total from continuation sheets to Part VII,Section A ► � � T"£"" „" d Total(add lines 111band 1c) . . ► 333 207 " mm_ _. 0. 2 6, 2 Total number of individuals(including but not limited to those listed above)who received more than$100,000 of reportable compensation from the organization► 2 Yes No 3 Did the organization list any former officer, director, trustee, key employee, or highest compensated employee on line la?If"Yes,"complete Schedule J for such individual . . . . . . . . . . . 3 x 4 For any individual listed on line'la, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? ff "Yes," complete Schedule J for such individual . . . . . 4 X 5 Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual . 0 for services rendered to the organization?!f"Yes,"complete Schedule J for such par eon 5 I x Section B. Independent Cantractors 1 Complete this table for your five highest compensated Independent contractors that received more than $100,000 of compensation from the organization.Report compensation for the calendar year ending w€h or within the organization's tax year. (A) (S) c Name and business address Description of services Compensation �., 11isted ..,,.2 Total number of independent contractors (including but not limited to those bove) who received more than$100,000 of compensation from the ori anization► REV OM27 PRO Foran 990(2020) Page 813 of 1598 FOfM 990(2020) Statement of Revenue Page Check if Schedule 0 contains a response or note to any line in this Part Vill . . . . . . (A) (C) P) Total revenue Related or exempt Unrelated Revenue excluded function revenue business revenue from tax under SeCbons 512-514 lia,—Federated campaigns 3 la b Membership dues b- E C Fundraising events . . . is 58 175. d Related organizations Id 9 Government grants(contributions) le 2,362,329. e E c 35 IF All other contributions, gifts, grants, f 0 and similar amounts not included above If 937" 369. g Noncash contributions included in C -0 lines la-If. . . . . . . . 37,200 h Total.Add lines la-1f . . . . ► 3 11,i 7 1 ii; el 1: Business Code 0 2a b ---------------------------—--------------------- --- —-----—-—---—------—--------------------—-—--- c ----------—---—--------------—------------------ ...... E d ------------------------------- o e CL f All otherprogram service revenue 9 Total.Add lines 2a-2f tT Ig W 3 Investment income (including dividends, interest, and other similar amounts) . . . . . . . . . . 111 22,893. 0. 0. 3. 4 Income from investment of tax-exempt bond proceeds 0- 5 Royalties . . . . . . . . . . . . . i Real 0i)Personal 6a Gross rents b Less:rental expenses 6b c Rental income or(loss) 6c d Net rental income or loss) ► 7a Gross amount from I Securities @)Other ----------------- sales of assets other than inventory lia b Less:col or other basis and sales expenses 7b c Gain or(loss) 7c d Net gain or Ooss) Sa Gross income from fundraising 0 events(not including$ 58,175. of contributions reported on line 1c).See Part IV,line 18 8a 118, 685. i b Less:direct expenses 60, 962. I� c Not income or(loss)from fundraisin events 1111 57,-,2 9a Gross income from gaming activities.See Part IV,line 19 9a b Less:direct expenses . . . . 9b c Net income or(loss)from gaming activities 11I 7_= ", W 10a Gross sales of inventory, less 5X returns and allowances . . . '0a b Less: cost of goods sold 710b c Net income or(loss)from sales of inverI . Business Code E 0 a) Ila Other900099 C -------------------------------------------------- 0 0 0- 00 0 ..... ro b -------------------------------------------------- —---- a m C d ;All other revenue . . . . . . . e Total.Add lines 11a-11d . . . . ► 10,000. 12 Total revenue.See instructions =------------► 3,448,489.4�8,4 8�9 10,000.1 80,616. REV 0910al21 PRO Form 990(2020) Page 814 of 1598 Form 990(2020) Page 1 Statement of Functionals Section Ski 1(c)(3)and 6nizations must complete all columns.All other or ntfions rrrusi complete olurtan(,4). C if Schedule contains a response or note to any line in this I , 6;not amounts reported on lines 6,b,7b, W (a) (c) expenses Program seance Mana ement and Fundraisin Totals nses �( g 9b,and ftJb of Part full. n�r9al ext e��en 1 Grants and other assistance to domestic organizations k� � 1 t'� • '� " and domestic governments.See Part IV,line 21 2 Grants and other assistance to domestic r individuals.See Part IV,line 22 . 3 Grants and other assistance to foreign _, l organizations, foreign govemments, and foreign individuals.See Part IV,lines 15 and 18 Benefits paidto or for members . . . h „ Compensation of current officers, directors, I ®.- ( trustees,and key employees 347,041. 2532 all. 28,201. 65,029, Compensation not included above to disqualified `. persons(as defined under section 4958(f)(1))and persons described in section 4958(c)(3)(B) . 7 h salaries and wag 1,570,878. 1 437.389. 29,013 104,476. 8 Pension plan accruals and contributions(include section 401(k)and 403(b)employer contributions) Other employee benefits . . . . 266,227. 243,690. 6 013 - 18,524_, 10 Payroll taxes . . . . . . . . 152,492. 135.318. 4,199. 12,975. 11 Fees for services(nonemployees): a Management c Accounting -. Lobbying _ e Professional fundraising services.See Part IV,line 17 F Investment management fees . . . . . Other,(If line 11 g amount exceeds 10%of line 25,column (A)amount,list line 11 g expenses on Schedule .) ) 12 Advertising and promotion 13 Office expenses 14 Information tchnolo 26,318. 23.908. 949 1,461. 15 Royalties . . . . . . . „w ft� 16 occupancy . . . . . . . 113,733. 70,640 43 093 , - 0. 17 Travel . . ,,...�. • 2,301. 2 183 4NlI4 1 Payments of travel r entertainment expenses for any federal,state,or local public officials 19 Conferences,conventions,and meetings - 6,419. 6,419 „a Interest . . . . . 9,477. 8,560. 917. 0 1 Payments to affiliates . -N ...... 22 Depreciation,depletion,and amortization :[3-877e-7-7 124,908. �- 13,8j-9. 0. 23 Insurance . . 75,4441.� 70,972. 4, 24 Other expenses. Itemize expenses not covered r above(List miscellaneous expenses on line 24e If line 24e amount exceeds 10% of line 25, column ;;ti r i (A)amount,list line 24e expenses on Schedule 0) � - ems. �. ., � � _ • � �� a Security--� ----------------- b --- -- 18,130. 15,643. 2,487. a. - -- ------- _ Bank Charles -- ( 4,729. 150. 30. 4,549. Dared assistance262,,,.16 9 262,169. 0„ 0. uildi maintenance/re aixs 102 73D, __- 98,018 4,712- - 0. e All other expenses ----_- _------------___. -._ 461,63 9. 438,826 1 681. 7,132. 25 _ , Totalfunctionale .Add lines 1 thrcu��h24e 3,560,514,., 3,192,604. 153 6 o 28 2I4 260. __. max„ .fol Complete this line only if the organizaton reported in column(B)joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP -2(ASC 958-72M _... REV 09/08121 PRO 990(202af Page 815 of 1598 Forty 990(2U2q Page 11 f3alance Sheet —_ Check if Schedule O contains a response or note to an line in this Part X . . . . . . „ . El (A1 (e) Beginning of year End of year 1 Cash—non-interest-bearing 55,028. 1 158, 416 � 2 Savings and temporary cash investments 239 — , 844. 2 238 628. 3 Pledges and grants receivable, net 358,778. 3 334 764. .,y- ..,. 4 Accounts receivable, net . . . . . . . . 4 5 Loans and other receivables from any current or former officer, director trustee,key employee,creator or founder,substantial contributor,or 35% controlled entity or family member of any of these persons . . . . . 5 6 Loans and other receivables from other disqualified persons (as defined .x under section 4958(f)(1)),and persons described in section 4958(c)(3)(B) 6 7 Notes and loans receivable,net 10,814- 7 ®. � 8 Inventories for sale or use 6 Q 9 Prepaid expenses and deferred charges 27,960. 9 42,406. 10a Land, buildings, and equipment: cost or other ' basis.Complete Part VI of Schedule D 10a 3,448,892 j 47kr _� — b Less:accumulated depreciation lob; 1,087,141.i 2 415,901. 10C 2,351,75I. --�— 11 Investments—publicly traded securities 11 , ., 12 Investments—other securities.See Part IV,line 11 122,729. y2 146,837. 13 Investments—program-related.See Part IV,line 11 13 14 Intangible assets . 15 Other assets.See Part IV,line 11 24,103.1 15 24,771. 16 Total assets.Add lines 1 through 15(must equal line 33) 3,255,157. 16 3,312,123. t7 Accounts payable and accrued expenses " • 108,073. 17 87 32 16 18 Grants payable . . . - ®` 18 19 Deferred revenue . . . . . . . 67,364. 19 126,466. 20 Tax-exempt}gond liabilities . • 2D _:. 21 Escrow or custodial account liability.Complete Part IV of Schedule D . P1 �. 22 Loans and other payables to any current or former officer, director _ trustee,key employee,creator or founder,substantial contributor,or 35% - �, S controlled entity or family member of any of these persons 22 J 23 Secured mortgages and notes payable to unrelated third parties µ- 150,000. 23 331,085. 24 Unsecured notes and loans payable to unrelated third parties 96,000. 24 25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-•24). Complete Part X of Schedule D . . . . . . . . . . . . . . . . 25 _ ., 26 Total liabilities.Add lines 17 through 25 .^^ 421437. 26 590,428. Organizations that follow FASB ASC 958,check here 0- C c and complete lines 27,28,32,and 33. 27 Net assets without donor restrictions . . t 2 627,910. 27 2,535 218. M28 Net assets with donor restrictions . . . . . . . . . . 2 os,810 28 186 477. c Organizations that do not follow FASB ASC 958,check here► ❑ '^ '4 }' ti LL and complete lines 29 through 33. t �J S '�)" d , ° 29 Capital stock or trust principal,or current funds 29 m 30 Paid-in or capital surplus,or land,building,or equipment fund 30 Q 31 Retained earnings,endowment,accumulated income,or other funds 31 32 Total net assets or fund balances. . . 2,833,720. 32 2,721,69S. 33 Total liabilities and net assetalfund balances 3,255, 157. 33 3,312, 123. REV 09 OMI PRO _ - Form 9W(2020). Page 816 of 1598 Form 990(2020) Page 12 Reconciliation of Net Assets -. Check if Schedule O contains a response or note to any fine in this Part XI 1 Total revenue(must equal Part Vlll,column(A), line 12) , 1 " 3,448.F489. 2 Total expenses(must equal Part IX,column(A), line 25) . . . . 2 3 564 514. 3 Revenue less expenses.Subtract line 2 from line 1 . . . . . . . . . . . . . 11z, 025 4 Net assets or fund balances at beginning of year(must equal Part X,line 32,column A). 4 " Net unrealized gains(losses)on investments 6 Donated services and use of facilities 7 Investment expenses . . 8 Prior period adjustments . . . . . . . "8 9 Other changes in net assets or fund balances(explain on Schedule O) . g 10 Net assets or fund balances at end of year. Combine lines 3 through 9(must equal Part X line 32,column(B)) . . . . . . . . . . . . . . . . . . . . ) 10 � 2,721,695.. Financial Statements and Reporting Check if Schedule 0 contains a response or note to any line in this Part XII ❑ Yes No 1 Accounting method used to prepare the Form 990: ❑Cash 0 Accrual ❑Other f If the organization changed its method of accounting from a prior year or checked "Other," explain in Schedule 0. t + 2a Were the organization's financial statements compiled or reviewed by an independent accountant? . . . 2a X If 'Yes," check a box below to indicate whether the financial statements for the year were compiled or W � reviewed on a separate basis,consolidated basis,or both: t m ❑Separate basis ❑Consolidated basis ❑Both consolidated and separate basis 6 Were the organization's financial statements audited by an independent accountant? , , . . , , , 2b X If 'Yes," check a box below to indicate whether the financial statements for the year were audited on a ,µ '. separate basis,consolidated basis,or both: �. ®Separate basis ❑Consolidated basis ❑Both consolidated and separate basis1 c If"Yes"to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit,review,or compilation of its financial statements and selection of an independent accountant? 2c X If the organization changed either its oversight process or selection process during the tax year, explain on Schedule 0. a 3a As a result of a federal award,was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133? . . . . . . . . . . . . . . . . . . . . . 3a X b if"Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits,explain why on Schedule O and describe any ste,s taken to undergo such audits. 3b ' X Rev 09IM21 PRO Form NO(2020) Page 817 of 1598 SCHEDULE A Public Charity Status and Public Support onnBNo.' 6°°4' �—.�4 (Form 990 or 99D-EZ) Complete If the organization is a section 501(e)(3)organization or a section 4947(8)(1)nonexempt charitable trust, CS® V Department d the Treasury ►Attach to Form 990 or Form 990-EZ _ __+ ® _ Internal Revenue service ►Go to www.frs.9ov1Fvmr990 for instructions and the latest Information. �- v Name of the organization Employer Identification number Aid to Victims of Domestic Abuse, Inc. �59-2486620 Reason for Public Char!!K Status Alf organizations must complete this part.)See instructions. The organization is not a private foundation because it is:(For lines 1 through 12,check only one box.) 1 ❑A church,convention of churches,or association of churches described in section 170(b)(1)(A){i). 2 ❑A school described in section 170(b)(1)(A)(ii).(Attach Schedule E(Form 990 or 990-E2).) 3 ❑A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii). 4 ❑A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii).Enter the hospital's name,city,and state: 5 []An organization operated for the benefrt of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)Vv).(Complete Part 11.) B ❑A federal,state,or local government or governmental unit described in section 170(b)(1)(A)(4). 7 ❑x An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi?.(Complete Pant I1.) 8 ❑A community trust described in section 170(b)(1)(A)(vi).(Complete Part 11.) 9 ❑An agricultural research organization described in section 170(b)(1)(A)(i4 operated in conjunction with a land-grant college or university or a non-land-grant college of agriculture(see instructions).Enter the name,city,and state of the college or university: 10 An organizaBoiTiaf norniaTfyTecelves(i)-more tTianT�Jo ofiits-sup`pvrFrom confn6ui;ons;memSersFilp fees,and gross from activities related to its exempt functions,subject to certain exceptions;and(2)no more than 33trs%of its support from gross investment income and unrelated business taxable income(less section 511 tax)from businesses acquired by the organization after June 30, 1975.See section 509(a)(2).(Complete Part III.) 11 ❑An organization organized and operated exclusively to test for public safety.See section 509(a)(4). 12 ❑An organization organized and operated exclusively for the benefit of,to perform the functions of, or to cavy out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 12a through 12d that describes the type of supporting organization and complete lines 12e,12f,and 12g. a ❑ Type I.A supporting organization operated,supervised,or controlled by its supported organization(s),typically by giving the supported organization(s)the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization.You must complete Part IV,Sections A and B. b ❑ Type II.A supporting organization supervised or controlled in connection with its supported organization(s),by having control or mAnagement of the supporting organization vested in the same persons that control or manage the supported organization(s).You must complete Part IV,Sections A and C. C ❑ Type 111 functionally integrated.A supporting organization operated in connection with,and functionally integrated with, its supported organization(s)(see instructions).You must complete Part IV,Sections A,D,and E. d ❑ Type III non-functionally integrated.A supporting organization operated in connection with its supported organization(s) that is not functionally integrated.The organization generally must satisfy a distribution requirement and an attentiveness requirement(see instructions).You must complete Part IV,Sections A and D,and Part V. e ❑ Check this box if the organization received a written determination from the IRS that it is a Type I,Type il,•Type Ill functionally integrated,or Type III non-functionally integrated supporting organization. f Enter the number of supported organizations . . g Provide the following information about the supported organization(s). i__J (i)Name of supported organization of organization PP �9 {I'1i @IN ' (fEiJ Type of organization Oh Is the o anaatian � n3 (v)Amaunt of monetary (vp Amount of (described an linos 1-10 listed in your governing support(see other support(see above(see Instructions)) document? instructions ) instructions) :a mm [—Y— i No i (B) u (D) , a. .::::: Total . For Paperwork Reduction Act Notice,see the Instructions for Form 990 or 990-EZ- BAA Schedule A(Form 99D or 990-EA 20¢0 REV 09/=21 Pito Page 818 of 1598 Schedule A(Form WO or 990-EZ)2020 Page'2 = Support Schetluie for Organizations Described in Sections 170(b)(1)(A)(iv)and 170(b)(1)(A)(v j (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part 111. If the or;anization fails to quali I under the tests listed below, Tease com Mete Part IIL;i Section A.Public Support Calendar year(or fiscal year beginning in) ► (a )2017 c)v2018 d),2019Vi2020 Total 1 Gifts,grants, contributions,and membership fees received.(Do not P include any"unusual grants.') 1:937,066. 2,428,278 2,754,016= 3,209 804 ,;3,357,873.13,677,037. 2 Tax revenues levied for the - .m., organization's benefit and either paid to or expended on its behalf . . . ,..,,, . 3 The value of services or facilities fumished by a govemmental unit to the organization without charge . . . . 4 Total.Add lines 1 through 3. 1 937,066 }2,418,278. 2, °°, #, s l 353w X73 =: x',437. 5 The portion of total contributions by each person(other than a governmental unit or publicly supported organization)included on line 1 that exceeds 2%of the amount � f' shown on line 11,column(f) � 1 , 6 Public support.Subtract line 5 from line 4 � , T. „ �,,,xa,r� a +`; 037. ..._ _ - - Section B.Tota/Su Calendar year(or fiscal year beginning in) ► (a)2016 )2017 (c)2018 ( 2019 (e)2020 (f)uTotal , 7 Amounts from line . . . . . • �,1 937,066.`2,418,278.i2,754.0J.6.h3,209,804. 3,357,B7-3. 13,677,037, S Gross income from interest,dividends, payments received on securities loans, rents,royalties,and income from similar sources . . . . . . . 2,451. 5, 075, 7,186. 3,407'. = 22,893. 41, 012. u.:u 9 Net income from unrelated business activities,whether or not the business is regularly carried on . . . , , _ UUU 10 Other income.Do not include gain or loss from the sale of capital assets (Explain in Part VQ . . . . . 12 , 08556,303.� 67 723. 497,341. support. 9 11 Total su rt.Add lines 7 through 10 {j 144263 lti 7# 96 � r E 5 rs�hau, s �.:A A 14,215,394. 12 Gross receipts from related activities,etc.(see instructions) . . . . . . . . 12 13 First 5 years. if the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,check this box and stop here Section C.Computation of Public Support Percentage ,.,,. 14 Public support percentage for 2020(line 6 column(f),divided by tine 11,column(f)) �4 96.21'% 15 Public support percentage from 2019 Schedule A.Part II, line 14 . . . . . i 15 95.71% 16a 331/8% support test-2020. If the organization did not check the box on line 13, and line 14 is 331rd% or mare, check this box and stop here.The organization qualifies as a publicly supported organization . . . . . . . . . . . • ► b 331/3% support test-2019. If the organization did not check a box on line 13 or 16a, and line 15 is 331ra%or more,check this box and stop here.The organization qualifies as a publicly supported organization . . . . . . . . . , , ► ❑ 17a 10%-facts-and-circumstances test-2020. If the organization did not check a box on line 13, 16a,or 16b, and line 14 is 10% or more, and if the organization meets the facts-and-circumstances test, check this box and stop here. Explain in Part VI how the organization meets the facts-and-circumstances test. The organization qualifies as a publicly supported organization . . . . . . . . . . . . . . . . . . . . . . . . . . b IM-facts-and-circumstances test-2019.If the organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10% or more, and if the organization meets the facts-and-circumstances test, check this box and stop here. Explain in Part VI how the organization meets the facts-and-circumstances test.The organization qualifies as a publicly supported organization . . . . . . . . . . . . . . . . . . ► ❑ 18 Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see instructions . . . . . . ► ❑ Schedule A(Form 990 or 980-E2)2020 REV 09109121 PRO Page 819 of 1598 Schedule A Form 990 or 9OD-EZI 2020 Sur,p I port Schedule for OrganizaHons Described in Section 509(a)(2) Page 3 (Complete only if you checked the box on line 10 of Part I or if the organization failed to quality under Part 11. If the organization fails to quality under the tests listed below,please cam letert giEt-ioni &Ili�wdar-Year(or fiscal-ye"ar-beginning in) X01 lb) 2017r-I 2018 2019 _L........... I Gifts,grants,contributions,and membership fees received.Po not include any"unusual grants," II I 2 Gross receipts from admissions,merchandise sold or services performed,or facilities fumishad in any activity that is related to the organization's tax-exempt purpose . . . 3 Gross receipts from activities that are not an unrelated trade or business under section 513 4 Tax revenues Levied for the organization's benefit and either paid to or expended on its behalf 5 The value of services or facilities furnished by a governmental unit to the organization without charge 6 TotalL Add lines 1 through 5. . . . 7a Amounts included on lines 1,2,and 3 received from disqualified persons b Amourrts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of$5,000 or 1%of the amount on line 13 for the year ........ ....... c Add lines 7a and 7b . . . . . 8 Public supporit.(Subtract line 7c from 7: line 6.) . . . . . . . Section B.Tc)tal Support Calendar year(or fiscal year beginning in) 10- 0)2016111 2017 cL201 8 d 019 ile 2020 —Totaf— 9 Amounts from line 6 10a Gross income from interest,dividends, payments received on securities loans,rents, royalties,and income from similar sources . b Unrelated business taxable income(less section 511 taxes)from businesses acquired after June 30, 1975 . . . c Add lines 103 and 1 Ob 11 Net income from unrelated business activides not included in line 110b,whether or not the business is regularly carried on 12 Other income.Do not include gain or loss from the sale of capital assets (Explain in Part VQ . 13 Total sup porL(Add lines 9 1 tic,11,1, and 12.) . . . . . . . . . . 14 First 5 yearis. If the Form 990 is for the--oirganizii 'i first, second, third, fourth, or fifth tax year as a section 501(c)(3) organizaltion,check this box and stop here . . . . . . . . . . . . . . . . . Section C. Computation of Public Support Percentage 15 Public support percentage for 2020(line 8,column(�,divided byline 13,column(0) 15 % 16 Publiesupport -- entage from 2019 Schedule A,Pad III,line 15 . . . . . . 16 Section D. Cc ultation of Investment Income Percentage 2- 17 Investment income percentage for 020(line 1 Do,column(f),divided by line 13,column q,® IS Investment income percentage from 2DI 9 Schedule A,Part III,line 17 18 OA 19a 331al/16 support tests-2020. If the organization did not check the box on line 14, and line 15 is more than 331/3%, and linee` 17 is not more than 331ta%,check this box and stop here.The organization qualifies as a publicly supported organization b 33allu support tests—2DII 9. If the organization did not check a box on line 14 or line 19a,and line 16 is more than 3316%,and line 18 is not more than 331ia%,check this box and stop here.The organization qualifies as a publicly supported organization 0- 20 Privaits foundation.If the or anization did not check a box on line 14, 19a,or 19b,check this box and see instructions Do- REV DDMW21 PRO Schedule A(Forn M or 990-M 2020 Page 820 of 1598 Schedule A(Form 99D or 990-EZ)2020 Page 4 .� ._ Supporting Organizations _ __ (Complete only I you checked a box in line 12 on Part I. If you checked box 12a, Part I,complete Sections A and B. If you checked box 12b, Part I,complete Sections A and C. If you checked box 12c, Part 1,complete Sections A, D, and E. If you checked box 12d, Part I, complete Sections A and D,and complete Part V.) Section A All Suprtin Organizaitons -- Yes No 1 Are all of the organization's supported organizations listed by name in the organization's governing documents? It"No,"describe in Part Vl how the supported organizations are designated. If designated by class or purpose,describe the designation.If historic and continuing relationship,explain. 1 ( 2 Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1)or(2)?If"Yes,"explain in Part Vt how the organization determined that the supported ,: iF. organization was described in section 509(a)(1)or(2). 2 3a Did the organization have a supported organization described in section 501(c)(4),(5),or(6)?If"Yes, answer ill ` lines 3b and 3c below. b Did the organization confirm that each supported organization qualified under section 501(c)(4),(5),or(6)and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VY when and how the organization made the determination. 3b c Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) `' purposes?if"Yes,"explain in Pari Vl what controls the organization put in place to ensure such use. w 3c 4a Was any supported organization not organized in the United States ("foreign supported organization")? If Wes,"and if you checked box 12a or 12b in Part 1,answer lines 4b and 4c below. 1 ' 4a b Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign 1 bs & W supported organization? If Yes,"describe in Part Vl how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations. c Did the organization support any foreign supported organization that does not have an IRS determination i, y under sections 501(c)(3) and 509(a)(1)or(2)?If"Yes,"explain in Part W what controls the organization used m ' to ensure that all support to the foreign Supported y 0(2X8) PA g pparted organization was used exclusive! for section 170 c purposes. � �..:., 4� 5a Did the organization add, substitute, or remove any supported organizations during the tax year? If"Yes," I,� a' answer lines 5b and 5c below (if applicable).Also, provide detail in Part VI, including(r)the names and EIN ` numbers of the supported organizations added,substituted, or removed,•(1i)the reasons for each such action; f1h)the authority under the organization's organizing document authorizing such action;and(v)how the action 1' tJ a;; was accomplished(such as by amendment to the organizing document). 58 b Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document? 5b c Substitutions only.Was the substitution the result of an event beyond the organization's control? 5c 6 Did the organization provide support(whether in the form of grants or the provision of services or facilities)to : anyone other than(i)its supported organizations,(ii)individuals that are part of the charitable class benefited °1 b one or more of its supported ` Y pported organizations, or (iii) other supporting organizations that also support or xl� air benefit one or more of the filing organization's supported organizations?If"Yes,"provide detail in Part Vt. 6 � 7 Did the organization provide a grant, loan,compensation,or other similar payment to a substantial contributor (as defined in section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor?N"Yes,"corn fete Part I of Schedule L p (Farm 990 ar 990-EZ). 7 8 Did the organization make a loan to a disqualified person(as defined in section 4958)not described in line 7? If"Yes,"complete Part 1 of Schedule L(Form 990 or 990-EZ). 8 9a Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons, as defined in section 4946 (other than foundation managers and organizations " described in section 509(a)(1)or(2))?If"Yes,"provide detail in Part Vl. b Did one or more disqualified persons(as defined in line 9a) hold a controlling interest in any entity in which the supporting organization had an interest?ff"Yes,"provide detail in Part VL 9b c Did a disqualified person (as defined in line 9a)have an ownership interest in, or derive any personal benefit from,assets in which the supporting organization also had an interest?If"Yes,'provide detail in Part Vt. i 9C 10a Was the organization subject to the excess business holdings rules of section 4943 because of section z 4943(f) (regarding certain Type Il supporting organizations, and all Type III non-functionally integrated ? ; supporting organizations)?If"Yes,"answer line 10b below, 1011`" i b Did the organization have any excess business holdings in the tax year? (Else Schedule G, Form 4720, to determine whether the organization had excess business holdings.) 10b Schedule A(Form 990 or 9WE4 2020 REV 09108121 PRO Page 821 of 1598 Schedule A(Form 990 or 990-EZ)2020 Page 5 '- Supporting Organizations y`continued Yes No 11 Has the organization accepted a gift or contribution from any of the following persons? F a A person who directly or indirectly controls,either alone or together with persons described in lines 11 band 11c below,the governing body of a supported organization? 11a b Afamily member of a person described in line 11 a above? 11b c A35% controlled entity of a person described in line 11 a or 11b above?If"Yes"to line 11a, 11b,or 11c,provide I .,... detail in Part VL Section B.Tire I Supporting 09 anizatians - Yes No 1 Did the governing body,members of the governing body,officers acting in their official capacity,or membership of one or e��i, more supported organizations have the power to regularly appoint or elect at least a majority of the organization's officers, directors,or trustees at all times during the tax year?If'No,"describe in Part W how the supported organization(s) e scirvely operated,supervised,or controlled the organization's activities.If the organization had more than one supported r organization,describe how the powers to appoint and/or remove officersdirectors,or trustees were allocated amongthe supported organizations and what conditions or restrictions,if any,applied to such powers during the tax year. 1 . 2 Did the organization operate for the benefit of any supported organization other than the supported ` organization(s)that operated,supervised,or controlled the supporting organization?If"Yes,"explain in Part VI how providing such benefit carried out the purposes of the supported organization(s)that operated, �r supervised,or controlled the sup porting organization. Section C.TII Supportin Or rnzations Yes No 1 Were a majority of the organization's directors or trustees during the tax year also a majority of the directors or trustees of each of the organization's supported organizations)?If"No,"describe in Part V!how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s). x. Section D.All Type Ili Supporting Qrganizations isYes No 1 Did the organization provide to each of its supported organizations,by the last day of the fifth month of the organization's tax year,O a written notice describing the type and amount of support provided during the prior tax year,(i)a copy of the Form 990 that was most recently filed as of the date of notification,and(iii)copies of the organization's governing documents in effect on the date of notification,to the extent not previously provided? 1 2 Were any of the organization's officers,directors,or trustees either(i)appointed or elected by the supported organization(s)or(i)serving on the governing body of a supported organization?If"No,"explain in Part V!how ` the organization maintained a close and continuous workingrelationship with the supported ' p pported organlzaNan(s). 2 3 By reason of the relationship described in line 2,above,did the organization's supported organizations have a significant voice in the organization's investment policies and in directing the use of the organization's _° income or assets at all times during the tax year?If"Yes,"describe in Part Vi the role the organization's supported organizations played in this regard. Section E.Type 111 Functionally lrttegrated Suprting nizationsµ "` 3 ' 1 Check the box next to the method that the organization used to satisfy the integral Part 7 est during the year(see instructionsJ. a C]The organization satisfied the Activities Test,Complete line 2 below. b ❑The organization is the parent of each of its supported organizations.Complete line 3 below. c ❑The organization supported a governmental entity.Describe in Part VI how you supported a governmental entity(see instructions. 2 Activities Test.Answer lines 29 and 2b below. Yes No a Did substantially all of the organization's activities during the tax year directly further the exempt purposes of the supported organization(s)to which the organization was responsive?!f"Yes,"then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations,and how the organization determined ' that these activities constituted substantially at/of its activities. b Did the activities described in line 2a,above,constitute activities that,but for the organization's involvement one or more of the organization's supported organization(s)would have been engaged in?If"Yes,"explain in a k€ E Part 1!l the reasons for the organization's position that its supported organization(s)would have engaged in these activities but for the organization's involvement. 2b 3 Parent of Supported Organizations.Answer lines 3a and 3b below. Ww. a Did the organization have the power to regularly appoint or elect a majority of the officers,directors,or trustees of each of the supported organizations?If"Yes"or"No,"provide details in Part W. i 3a ._..... b Did the organization exercise a substantial degree of direction over the policies,programs,and activities of each II _ of its supported organizations?If"Yes,"describe in Part VI the role played by the organization in this regard. 3b REV oSIM21 PRO ----. Schedule A(Form ago or 990-iM 2M Page 822 of 1598 Schedule A(Form 990 or 990-EZ)2020 Page S Type III Non-Functionally Integrated 509(a)3 SuppcwtiggOrisnizertions 1 ❑Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov.20,1970(explain in Part Vj).See instructions.All other TSI;se III non-f unctionally integrated suLMortin or nizations must complete Sections A through E. �,. Section A—Adjusted Net Income (A)Prior Year A Current Year (optional) 1 Net short-term capital aln 1 2 Recoveries of.prior year distributions '2 3 Other rgross income(see instructions) 1 � 4 Add lines 1 throustl 3 4 5 Depreciation and devletion 5 Huhn�_- 6 Portion of operating expenses paid or incurred for production or collection of gross income or for management,conservation,or maintenance of property held for production of income(see instructions) 6 7 Other expenses e instructions; 7 -- Lse _ - $ Adjusted Not Income isubtract lines 5,6,and 7 from line 4) 8 Section B—Minimum Asset Amount (A)Prior Year (B)Current Year �,. (optional) 1 Aggregate value non-exempt-use assets(see instructions structions for sh rt taxyear or ll assets held for part of,year'j: �� s •�• _ . a Avv aj,e monthly value of securities 1a b Average monthly cash balances ibl c Fair market value of other non-exempt-use assets 1C d Total,add lines 1a,1b and 1c) 1d e Discount claimed for blockage or other factors * oxroplain in detail in Part W): indebtedness 3 Subtract line 2 fro !ne1 d, to non-exempt-use assets 2 applicable. '3 i 4 Cash deemed held for exempt use. Enter 0.015 of line 3(for greater amount see instructions). 4 : Ea 5 Net value of non exemct-use assets Isubtract line 4 from line 3l ; 5 6 Muit ply line S b 0.035. 6 - i 7 Recoveries of prior-year distributions - 7 m.:uuuu:n '- 8 Minimum Asset Amount Ladd line 7 to line 6i 8 Section C—Distributable Amount Current Year 1 Ad'usted net income for prior year ifrom Section A,line 8,column Al 1 2 Enter 0.85 of line 1. 2 3 Minimum asset amount for prior year(from Section B,line 8,column A) 3 4 Enter greater of line 2 or line 3. 4 6 Income tax imposed in prior year ;5 � 6 Distributable Amount Subtract line 5 from line 4, unless subject to i emergency temp reduction(see instructions:,. 6 7 ❑Check here if the current year is the organization's first as a non-functionally integrated Type Ill supporting organization (see instructions). Schedule A(Fo1m 990 or 890-EZ)2020 REV 09!68721 PRO Page 823 of 1598 Schedule A(Farm 890 or 990-EZ)2020 Page 7 T; III Non-Flunctionally Int ated 509a 3 Supporting Organizations(continued Section D—Distributions Current Year I Amounts pad to supported organizations to accomplish axe m t ur Ases I i 2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations,in excess of income from activity 2 3 Administrative expenses rld to accomplish exem # aurposes of suited ornizations i 3 aa. 4 Amounts maid to acr�uire exempt-use assets 4 5U in set-aside amounts r,rior IRS approval retlulred crovide details in Part 6 Other g _ mmmm _ distributions 1d w° .. _ escnbe rn Part V .See instructions. - 6 7 Total annual distributions.Add lines 1 throurh 6. 7 a Distributions to attentive supported organizations to which the organization is responsive (provide details in Part Vl.See instructions. 8 9 Distributable amount for 2020 from Section C,line 6 g it 10 Line 8 amount divided by line 9 amount Section E—Distribution Allocations(see instructions) Gill Excess Distributions Underdistnbutions Distributable Pre-2420 Amount for 2020 I Distributable amount for 2020 from Section C.line 6 2 Underdistributions,if any,for years prior to 2020 i..i reasonable cause exp n ( required— lain in Part V .See Instructions. 3 6cess distributions carryover,if any,to 2020 t� a From 20151 - 0_ 'v b From 2016 . . c From 2017 . . d From 201 a . . e From 2019 f Total of lines 3a throu h 3e , „,. nm, 9 Hied to underdlstributions of tt,, or dears h A 1119 to 2020 distributable amount a p i Cover from 2015 not applied(see Instructions) 1 4 Subtract Sect an D 1in2s 3h,and 31 from line 3f Dist ns for2020from ( !# I ne 7 a : �a�hed to underdistributicns of prior dears """°�' 'A�=L- b lied to 2020 distributable amount c Remainder.Subtract lines 4a and 4b from line 4. t 5 Remaining underdistributions for years prior to 2020 if h any. Subtract lines 3g and 4a from line 2. For result greater than zero,explain in Part VI See instructions. p� 6 Remaining underdistributions for 2020.Subtract lines 3h and 4b from line 1 For result greater than zero,explain in! Part M See instructions. 7 Excess distributions carryover to 2021.Add lines and 4c ` 8 Breakdown of line 7 1 .:. a Excess from 2016 b Excess from 2017 - cExcess from 2018 mgr 1 � d_ Excess from 2019 e Excess from 2020 hmda10 AL jrat as ma 91"9. , REV 09!08125 PRO Page 824 of 1598 8ohedule A(Form 990 or 990-EZ)2020 Page 8 Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV,Section A, lines 1,2,3b,3c, 4b,4c,5a,6,9a,9b,9c, 11 a, 11 b, and 11 c;Part IV,Section B, lines 1 and 2;Part IV, Section G, line 1;Part IV,Section D, lines 2 and 3; Part IV, Section E, lines 1c,2a,2b, 3a,and 3b; Part V,line 1;Part V, Section B, line 1 e;Part V, Section D, lines 5,6,and 8;and Pan`.V, Section E, lines 2, 5, and 6.Also complete this part for any additional information. (See instructions.) Pt SI Ln 10: Other Income Part II, Line 10 Description: Special Events 2016: 79174. 2017: 120115. 2018: 56875. 2019:--52363. 2020_-57723_ DescriRtion. General Merchandise sales 2016: 26752. 2017: 19224. 2018: 49216. 2019: 0. Description: -Other Income-2016_-15159. -2017: -4924.- 2018 -1876. 2019_-3940. 2020: 10000_--Description: Insurance Reimbursment 2016: 0. 2017: 0. 2018: 0. 2019: 0. ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------7-------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- REV 09!08!21 PRD Sc"dule A(Form 996 or 980-94 2M Page 825 of 1598 Schedule B Schedule of Contributors onrts No.1545-0047 (Form 990,990-EZ, or 990-PF) Departrnent o1 the Treasury ►Attach to Form 990,Form 890-Erm Z,or Fo990-PF. 00 O Internal Revenue Service 0,Go to ww i gov/Fofm990 for the latest information. Name of the organization — Employer iderttiBcation number Aid to Victims of Domestic Abuse Inc. 59-2486620 Organization type(check one): Filers of: Section: Form 990 or 990-EZ ❑Q 501(c)( 3 )(enter number)organization ❑ 4947(a)(1)nonexempt charitable trust not treated as a private foundation ❑ 527 political organization Form 990-PF ❑ 501(c)(3)exempt private foundation ❑ 4947(a)(1)nonexempt charitable trust treated as a private foundation ❑ 501(c)(3)taxable private foundation Check if your organization is covered by the General Rule or a Special Rule. Note:Only a section 501(c)(7),(8),or(10)organization can check boxes for both the General Rule and a Special Rule,See instructions. General Rule ❑ For an organization filing Form 990,990-EZ,or 990-PF that received,during the year,contributions totaling$5,000 or more(in money or property)from any one contributor.Complete Parts I and II.See instructions for determining a contributor's total contributions. Special Rules For an organization described in section 501(c)(3)filing Form 990 or 990-EZ that met the 331/3%support test of the regulations under sections 509(a)(1)and 170(b)(1)(A)(v),that checked Schedule A(Form 990 or 990-EZ), Part il, line 13, 16a,or 16b,and that received from any one contributor,during the year,total contributions of the greater of(1) $5,000;or(2)2%of the amount on(i)Form 990,Part VISI,line 1 h;or(i)Form 990-EZ,line 1.Complete Parts I and II. ❑ For an organization described in section 501(c)(7), (8),or(10)filing Form 990 or 990-EZ that received from any one contributor,during the year,total contributions of more than$1,000 exclusively for religious,charitable,scientific, literary,or educational purposes, or for the prevention of cruelty to children or animals.Complete Parts I(entering "WA" in column(b)instead of the contributor name and address), II,and ill. ❑ For an organization described in section 501(c)(7),(8),or(10)filing Form 990 or 990-EZ that received from any one contributor,during the year, contributions exclusively for religious, charitable,etc.,purposes, but no such contributions totaled more than$1,000.If this box is checked,enter here the total contributions that were received during the year for an exclusively religious,charitable,etc.,purpose.Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious,charitable,etc.,contributions totaling$5,000 or more during the year . . . . . . . . . . . . . . . i $ ------------------------------- Caution:An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B(Form 990, 990-EZ,or 990-PF), but it must answer"No"on Part N,line 2, of its Form 990;or check the box on line H of its Form 990-EZ or on its Form 990-PF,Part I,line 2,to certify that it doesn't meet the filing requirements of Schedule B(Form 990,990-EZ,or 990-PF). For Paperwork Reduction Act Notice,see the instructions for Form 990,890-E7,or 990-PF. Schedule 9(Forth 990,990.t7,or 98o-Pn(=I BAA REV M08121 PRO Page 826 of 1598 Schedule B(Form 990,990-EZ,or 990-PF)(2020) Paget Name of organization Employer identillication number Aid to Victims of Domestic Abuse, Inc. 59-2486620 Contributors(see instructions). Use duplicate copies of Part I if additional Space is needed. (a) jb) M (d) No. Name,address,and ZIP+4 Total contributions TYPO of contribution I State of Florida Office of the_Attozmey nct ------------------- -- Person 91 Payroll El Bureau ---men v The Capital, PLO1 of Advocacand Grant Manaqet, DNoncash -------Advocacy----------------------------- ------------------------- ----------------- 11 (Complete Pad 11 for Tallahassee FL 32399 —---------------------------------- noncash contributions.) (b) (C) No. Name,address,and ZIP+4 Total contributions Type of contribution 2 Palm Beach-County - ESG -------------------- Person 19 Payroll ❑ 810 Datura St. T ----------------------------------------- ............. 87,757. Noncash ❑ (Complete Part 11 for West Palm Beach FL 33401 ---------------- noncash contributions,) (a 03) M (d) No. Name,address,and ZIP+4 Total contributions TYPS of contribution ........... -3------ Town of Palm Beach_United_Way....................... Person Payroll F-1 44 Cocoanut Row...........................—--------------------- $----------------16 3:8 0 9. Noncash El (Complete Part 11 for Palm Beach FL 33480 --------------------------------- noncash contributions.) (b) 1d) No. Name,address,and ZIP+4 Total contributions r Type of contribution -4------ TJn±ted-Wav--of--Palm. Beach Count y................... Person Payroll ❑ I.L7_jRosemary Ave Unit 230 --------------------- $------------- 71,805. Noncash ❑ West Palm Beach FL 33401 (Complete Part 11 for -------------------------------- noncash contributions.) j (d) Name,address,and ZIP+4 Total contributions Type of contribution 5 Florida Devartment of Children and Families - - ------------ Person Payroll ❑ 1317 Winewood Blvd. , Bui1ding__1,__Room 202 ..............823,545. Noncash ❑ (Complete Part 11 for Tallahassee FL 32399 ---------------------------------- noncash contributions.) (a) (c) (d) No. Name,address,and ZIP+4 Total contributions Type of contribution 6-__-. -Palm-Beach County__forMi4a:LtyServices (FAA) Person Payroll El 810 Datura St $ 288,862. ❑ -------------------------------------------------------------------------- Noncash (Complete Part 11 for ;F West Palm Beach FL 33401 ----------------------------------- noncash contributions.) BAA REVOaIM-21PRO schedule B(Form No,990-M or 990-pF)p=) Page 827 of 1598 Schedule B(Forrn 990,990-EZ,or 990-PF)(2020). Page 2 Name of organization Employer identfFrcation 11 number Aid to Victims of Domestic Abuse, Inc. 59-2486620 Contributors(see instructions). Use duplicate copies of Part I if additional space is needed. (a) (b) M (d) _. No. Name,address,and ZIP+4 Total contributions TTYPe of contribution --__ Lost Tree Village_Charitable_Foundation Person Payroll ❑ S Church Lane ---�-- -_r --- ❑ � ----------------------------------------------------------------------------------• 1, �'-..-------- 92 136. Noncash North Palm Beach FL 76333 (Complete Part 11 fornoncash contributions.) (b) (c) (d) Type of c No. Name,address,and ZIP+4 Total contributions T contribution 8 - Palm Beach Counter Youth Services Person Q -------.....---............... Payroll ❑ 50 S--Military Trail^–Suite 203 $ -_-- 101.,-665-.- Noncash ❑ (Complete Part II for West Palm Beach FL 33415 - noncash contributions.) ta) (b) (c) No. Name,address,and ZIP+4 Total contributions I Type of contribution 9____ Office_ of violence__Against Women {p l _ Person Payroll ❑ 145 N Street NE, Suite 10W - --•--------------------• $----------------258,672- Noncash ❑ ( - Washington DC_20530_—_ Complete Part I I for noncash contributions.) (a) ( ) (d) No. Name;address,and ZIP+4 Total contributions Type of contribution I 10_ Jim Moran Foundation --------------------------------- Person 100 Jim Moran Blvd Payroll ❑ - -- ----- ------- ------- - -- ------------------------------ - $---------- -75,_000_ Noncash ❑ (Complete Part li for Deerfield Beach FL 33442 noncash contributions.) (2) (b) No. Name,address,and ZIP+4 Total contributions Type of contribution 11 Gerstner Foundation --- ------ -- -- ---- ---- ----- ----------------------------------• Person Payroll ❑ 20 Old Post Road $_ 100,000. ( Noncash ❑ (Complete Part 11 for Armonk NY 10504 4 _—_-. ---------- ------- -------- --------- --- � noncash contributions.) ue (a) (b) No YPeName,address,and ZIP+4 Total contributions T of contribution .., w -------• --- ------------------------------ Person ❑ Payroll ❑ ------------------------------------------------------------------------------ $-------- -- -- ------- Noncash ❑ (Complete Part II for noncash contributions.) BAA REV D9@a121 PRO SOhedule B(Fwm 9W,990-EZ,or 9M-PF)(2pZp) Page 828 of 1598 Schedule B(Forth 990,990-E7,or 990-PF)(2020) Page 3 Name of organization EMPlayer identification number Aid to Victims of Domestic Abuse Inc. 59-2486620 ® Noncash Property(see instructions). Use duplicate copies of Part II if additional space is needed. (a)No. (c) (d) from , Description of noncash property given FMV(or estimate) Date received Pali I i (Sae instructions.) f s --------------------._----- --------------------------------------- ------------- -----------------------------------------------------------------------..._...------- ---------------------------------------------------------------------------------- $---------------------------- -------------------------------- (a)No. (c) ) s from Description of noncash property given FMV for estimate) Date (received Part I (See instructions.) a ------------------------------------------------------------------------ ----- f --------------------------- -------------------------------------- ------------- ------------------------- --- ---- ---------------- ---- ----- ----------------- $--------------------------- ------------------------------- (a)No. ro) (c) � ,,..� Part i Description of noncash property given FMV(n estimate} ( ) i (yes instructions.) Date received ------------------------------------------------------------------------------ ------- -------------------—-----—----------------—-------------------—-------------------- ----------------------------------------- ------------------------------------ ------------_------------------------------------------------------------------- $---------------------------- --------•----------------------- from Description of nonce)sh property given FMV(or estimate) Part I r Pt P g (See instructions.) Date received ------------------------------.----------- --- -_--.._------------------------------------------------------------------------ 1 $-------------------------- -------------------------------- (a)No. (b) (C) from Description of noncash property FMV(or estimate) Date (reeceived Part I p given (See instructions.) ---------------- --------- ----- ------------ $- ------ --------- ---------------------------------- (a) ------ ------------- from Oestri i FMV(or estimate) (d) Part I Description of noncash property given (See instructions.) Date received --------------------------------------------------------------------------------- ------------------------------------------------------------------------------ ---------— -------- ------------------------------------ - ------------- ----- - ------------------------------------ ------------------------ ------------------------------- BAA REV 09108!29 PRO Schedule B(Form 990,990-E2,or 990-PF)pwo) Page 829 of 1598 Schedule 8(Form 890,990-EZ,or 990-PF)(2020) Page 4 Name of organization - Employer identification number Aid to Victims of Domestic Abuse, Inc. 59-2486620 Exclusively meligious,charitable,etc.,contributions to organizations described in section 501(c)(7),(8),or (10)that total more than$1,000 for the year from any one contributor.Complete columns(a)through(e)and the following line entry. For organizations completing Part III,enter the total of exclusively religious,charitable,etc., contributions of$1,000 or less for the year.(Enter this information once. See instructions.) ► $ seuo lcate cog�ies of Part III ifi additional space is needed. -- --- - (a)No. Part I (b)Purpose of gift jc)Use of gift �(d)Description of how gift is held (e)Transfer of gift w, Transferee's name,address,and ZIP+4 Relationship of transferor to transferee - --------- - ----- --- ---- --- ---- ---- -- - --- --- ----- ------ ------ ----- --- - ---- from (b)Purpose of gift (c)Use of gift (d)Description of how gift is held Part 1 � i --- ---- --- ----- --- ----------- -------------------------------------------------- ----------------------------------------------------- 1 - ------____�..--- - ---- ----------- -----------------—------------------------------ -------------------- ------------------------------- --------- ------- ----- -------- - ------- - ------------ ------- --- ------------------------------------------------- (e)Transfer of gift - Transferee's name address,and ZIP+4 Relationship of transferor to transferee --- --------------------------------------------------------------------- --------------—------—------------------------------—--------- ---------- Part I (b)Purpose of gift (c)Use of gift (d)Description of how gift is held ----------------------------------------- ------------------------------------•------------ t -------------------------------------------------- ----------------------- (e)Transfer of gift Transferee's name,address,and ZIP+4 Relationship of transferor to transferee (a)No. —Part (b)Purpose of gift (c)Use of gift (d)Description of how gift is held ----------------- --------------------------- ---------------------------------------------- ------------------------------- ----------••---------------------------------------- -------------------------------------------------- ----------------------------------------------- (e)Transfer of gift Transferee's name,address,and ZIP+4 Relationship of transferor to transferee .U, ----------------------------------------- ------------------------------------------------------------------------- -------------------------------------------------------------------------------- ------------------------------------------------------------------------------- BAA REV 09AW21 PRO SchOdulu B(Form NO,l EZ,or 8O-PFI Wm) Page 830 of 1598 SCHEDULE D Supplemental Financial Statements DMB No.1W-0047 (Form 990) ►corn complete if o �® P rganization answered"Yes"on Form 20 990, Part IV,line 6,7,8,9,10,11 a,iib,11c,i Id,Ile,11f,120,or 12b. Department of the Treasury ►Attach to Form 990. e a »__ Internal Revenue Service ► 90 Go to wwwJr&gov1Form9for instructions and the latest information. Nance of the organization 1 Employer identificai gn nwwbw Aid to Victims of Domestic Abuse, Inc. 159-2 . 486620 - Organizations Maintaining Donor Advised Funds or Other Simlilar Funds or Accounts, Complete•ff the organization answered "Yes"on Form 990 Part IV, line 6. (a)Donor advised funds (b)Funds and other accounts Y........, ®. i Total number at end of year . 2 Aggregate value of contributions to(during year) 3 Aggregate value of grants from(during year) 4 Aggregate value at end of year . do 5 [lid the organization inform all donors and donor advisors in writing that the assets held n in donor advised w�.....:.. funds are the organization's property,subject to the organization's exclusive legal control? . . . . . . ❑ Yes ❑ No 6 Did the organization inform all grantees,donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? . . . . . . . . . . ❑ Yes ❑ No JUM Conservation Easements. Complete if the or answered"Yes"on Form 990, Part IV, line 7. 1 Purpose(s)of conservation easements held b the organization check all that Y 9 ( aPPIY)• ❑Preservation of land for public use(for example,recreation or education) ❑ Preservation of a historically important land area ❑Protection of natural habitat ❑ Preservation of a certified historic structure ❑Preservation of open space 2 Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year. pURHeld at the End or the Tax Year a Total number of conservation easements 2a N b Total acreage restricted by conservation easements . py c Number of conservation easements on a certified historic structure included in(a) 1 20 d Number of conservation easements included in (c) acquired after 7/25/06, and not on a historic structure listed in the National Register . . . . . . . . . . . . . . 2ddd r_ . he 3 ]Number of conservation easements modified,transferred, released, extinguished, or terminated by the organization,during the tax year► 4 Number of sta#es where property subject to conservation easement is located► 5 Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations,and enforcement of the conservation easements it holds? . . . . . . . . . . . . . ❑ Yes ❑ No 6 Staff and volunteer hours devoted to monitoring,inspecting,handling of violations,and enforcing conservation easements during the year ► 7 Amount of expenses incurred in monitoring,inspecting,handling of violations,and enforcing conservation easements during the year ►$ 8 Does each conservation easement reported on line 2(d)above satisfy the requirements of section 170(h)(4)(8)01 and section 170(h)(4)(B)(ii)? . . . . . . . . . . . . . . . . El Yes ❑ No 9 In Part XIII,describe how the organization reports conservation easements in its revenue and expense statement and balance sheet,and include,if applicable,the text of the footnote to the organization's financial statements that describes the organization's accounting for conservation easements. K%IMM11 Organizaltions Maintaining Collections of Ar-I:,Historical Treasures, or Other Similar Asses. Complete if the o anization answered"Yes"on Form 990, Part IV, line 8. is If the organization elected,as permitted under FASB ASC 958, not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide in Part XIII the text of the footnote to its financial statements that describes these items. b If the organization elected, as permitted under FASB ASC 958,to report in its revenue statement and balance sheet works of art,historical treasures,or other similar assets held for public exhibition,education,or research in furtherance of public service, provide the following amounts relating to these items: () Revenue included on Form 990,Part Vlll,line 1 . . . . . . . . , , • . . , , . 0,- (ii) (ei)Assets included in Form 990,Part X ► 2 if the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the following amounts required to be reported under FASB ASC 958 relating to these items: a Revenue included on Form 990,Part VIII,line 1 . . . . . IN. $ b Assets included in Form 990, Parr X ► $ -------------------------- For Paperwork Reduction Act Notice,see the Instructions for Form 990. schedule D(Form 9W)2M BAA REV DQW21 PRO Page 831 of 1598 Schedule D(Form 990)2020 Page 2 = Oraanrzations Marntanin Collections of Ar#, His#orrcal Treasures, or Other Similar Assefs�contrnued,I 3 Using the organization's acquisition, accession, and other records, check any of the following that make significant use of its collection items(check all that apply): a ❑Public exhibition d ❑ Loan or exchange program b ❑Scholarly research e ❑ Other C Preservation for future generations 4 Provide a description of the organization's collections and explain how they further the organization's exempt purpose in Part XIII. 5 During the year, did the organization solicit or receive donations of art, historical treasures, or other similar assets to be sold to raise funds rather than to be maintained as part of the organization's collection? . . ❑ Yes ❑ No "". .�,�, Escrow and Custodial Arrangements. Complete if the organization answered"Yes"on Form 990, Part IV, line 9,or reported an amount on Form 990, Part X, line 21. 1a Is the organization an agent, trustee, custodian other intermediary for contributions or other assets not included on Form 990,Part X? . . . . . . . . . ❑ Yes ❑ No b If"Yes,"explain the arrangement in Part XIII and complete the following table: Amount c Beginning balance is { d Additions during the year id i e Distributions during the year ie ' f Ending balance 2a Did the organization include an amount on Form 990,Part X, line 21,for escrow or custodial account liability? ❑ Yes ❑ No b If"Yes,"explain the arran, ement in Park XIlI.Check here if the ex��lanation has been provided on Part Xlll ❑ - Endowment Funds. Complete if the organization answered "Yes"on Form 990, Part IV, line 10. (a)Current year (b)Prior year (c)Two years hack (d)Three years hack= (e)Four years hack le Beginning of year balance . . . `-- __ b Contributions c Net investment earnings, gains, and -- losses . . . . . . . . . . d Grants or scholarships T -- m- e Other expenditures for facilities and � - �. programs f Administrative expenses . . . . g End of year balance 2 Provide the estimated percentage of the current year end balance(line 1g,column(a))held as: a Board designated or quasi-endowment No b Permanent endowment ► % ------------------ c Term endowment ► _ __ % The percentages on lines 2a,2b,and 2c should equal 100%. 3a Are there endowment funds not in the possession of the organization that are held and administered for the organization by: 'Yes-TNa (i} Unrelated organizations . . . . . . . . . . . . . . . . . . 3a(l) (i) Related organizations i b If"Yes" on line 3a(ii),are the related organizations listed as required on Schedule R? 3b 4 Describe in Part XIII the intended uses of the organization's endowment funds. - Land, Bui}dings,and Equipment. Complete if the organization answered "Yes"on Form 990 Part IV, line 11 a. See Form 990, Part X., line 10. Description of property (a) Cost or other heals (b) Cost or other basis (c) Accumulated (d) Book value (investment) (other) depreciation a.,. ,. is Land . . . . . . i 0. 111,261. 111,261. ,uao,uaF. - ... .�. b Buildings . . . . . . 2,"-839,244, 810,711 2,028 533, c Leasehold improvements d Equipment . . • 259,27 ,499• — -- 122,776. e Other-��2 3 9,112. 13 9,9 31.5 99,181. Total.Add lines 1 a through le.(Column(d)must equal Form 990,Pari X, column(B),line 10c.) . ► y 2,361,751, SAp, REV 08/06127 PRO --_- 9D)= Schedule O{Form 99p}2020 Page 832 of 1598 Schedule D{Farm 990)2020 Page$ Investments—Other Securities. Complete if the..organization answered "Yes"on Form 990, Part IV, line 11 b.See Form 990,Part X, line 12. (a)Description of security or category (b)Book value 1c)Method(including name of security) of valuation: Cost or end-of-year market value �1_)F�i_naridal cl�ives_. . ...... (2)Closely hold equity interests . . . . . . . . . (3)Other (A) --- --------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------------------- ------------------------------------------------------------------------------------- -----------—------------------------------------------------------ (F) ---------------------------------------------------------------------------- (G) ....... (H) ----------------------------------------------------- Total.(Column mus TrWT Investments—Program!Related. Complete I or the e organization "Yes"on Form 990, Part IV, line 11 c.See Form 990, Part X I ine 13. (a)Description of investment (b)Book value (0)Method of valuation: Cost or end-of-year market value (21 (4) (6) ---------- Total(Column(b)must equal Form 990,Part X, col. (B�line 13.) lo- her Assets. Complete the or-onization answered "Yes"on Form 990, Part IV, line 11d. See Form 990, Part X, I ine 15. (a)Description (4 Book value (3) (4) (6) (7) --------- ........... (9) Total. �Cajurnn(b)must cqual Form 990, Part X, col. (B)line 15.) ► Other Liabilities. Complete if the organization answered"Yes"on Form 990, Part IV, line 11 e or 11f.See Form 990, Part X, line 25, (a)Description of liability -J (b)Book value E Federal income taxes 14' �56 Total (Column(b)must aqua!Foran 990,Part X, col. (BJ line 25.J 2.Liability for uncertain tax positions.In Part XIII,provide the text of the footnote to the organization's financial at reports the organization's liability for uncertain tax positions under FASB ASC 740.Check here if the text of the footnote has been provided in Part XIII ❑ Schedule D(Form m)2= Page 833 of 1598 Schedule D(Form 990)2020 Page 4 - Reconcifia#ion of Revenue per Audited Financial Statements With Revenue per Return. Complete If the organization answered"Yes"on Form 990, Part IV, line 12a. 1 Total revenue,gains,and other support per audited financial statements 1 3 448E 489 2 Amounts included on line 1 but not on Form 990,Part Vlll,line 12: a Net unrealized gains(losses)on investments 2a b Donated services and use of facilities "2b t� c Recoveries of prior year grants . 2c d Other(Describe in Part XIII,) e Add)Ines 2a through 2d 2e 3 Subtract line 2e from line 1 3 3, 448 46.9... 4 Amounts included on Form 990,Part VIES line 12,but not on line 1: '""W� a Investment expenses not included on Form 990, Part VIII,line 7b 4a Ptb Other(Describe in Part.Xllt.) . . . . . . . . . . . la c Add lines 4a and 4b . . . . . . . . . . . . . . . 4c 5 Total revenue.Add lines_3 and 4c.{This must equal Form 990,Part 1,line 12.€ µ 3, 448,489 t'u r Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered"Yes"on Form 990, Part IV, line 12a. - 1 Total expenses and losses per audited financial statementsiT11 3,56 0, 514. ,,. 2 Amounts included on line 1 but not on Form 990,Part IX,line 25: a Donated services and use of facilities b Prior year adjustments 2b c Other losses . . . . . 2c d Other(Describe in Part XIII.) �2d �� e Addlines 2a through 2d 2e 3 Subtract line 2e from line 1 3 3 560,514, 4 Amounts included on Form 990,Part IX,line 25,but not on line 1: a Investment expenses not included on Form 990, Part Vlll,line 7b 4a b Other(Describe in Part XIII.) . . . . . . . . . . . '4b ' c Add lines 4a and 41b . . . . . . . . . 4c 5 Total expenses.Add lines 3 and 4c.(7-his must pe equal Farm 990,Pari 1, line f 8.J I 5 _ 3,5 6 0,514. —. ,.. ®, Su le mental Information. Provide the descriptions required for Part Il,Eines 3,5,and 9,Part ill,lines 1a and 4;Part IV,lines 1b and 2b;PartV,line 4;Part X,line 2;Part Xl,lines 2d and 4b; and Part XII,lines 2d and 4b.Also complete this part to provide any additional information. --------------------------------------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ----------- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- BAA REV 0910al21 PRO Schedule D _ (Form 990)2020 Page 834 of 1598 Schedule D(Form 990}2020 Page 5 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ---•---------------------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ Schedule D{Farm 990E 2m Page 835 of 1598 SCHEDULE G Supplemental Information Regarding Fundraising or Gaming Activities ole No.1545-0047 (Form 990 or 990-EZ) Complete if the organization answered"Yes"on Form 496,Pert IV,line 17,18,or 19,or if the organization entered more than$1+5,666 on Form 91 line 6s. Department of the Treasury ►Attach to Form 996 or Form 990-EZ. k' 3z Internal Revenue service ►Go to www.lrs - '„ goWForm990 for instructions end the latest irrlarmation. Name of the organaation Employer lderrtffi=tion number Aid to Victims of Domestic Abuse, Inc. 59-2486620 Fundraising Activities.Complete if the organization answered "Yes"on Form 990,Part IV,line 17, Form 990-EZ filers are not required to complete this part. 1 Indicate whether the organization raised funds through any of the following activities.Check all that apply. a ❑ Mail solicitations e ❑ Solicitation of non-government grants b ❑ Internet and email solicitations f ❑ Solicitation of government grants c ❑ Phone solicitations g ❑ Special fundraising events d ❑ in-person solicitations 2a Did the organization have a written or oral agreement with any individual(including officers,directors,trustees, orkey employees listed in Form 990,Part VII)or entity in connection with professional fundraising services? ❑Yes [:]No b If"Yes,"list the 10 highest paid individuals or entities(fundraisers)pursuant to agreements under which the fundraiser is to be compensated at least$5,000 by the organization. (9i)Did tundralser have (v)Amount paid to (i)Name and address of individual i(v)Grass receipts or r (vi)Amount paid to or entity(fundraiser) (I}Activity custody or control of from activity fundraiser listedIn. (or retained by) contributions? �l organization t Yes No 1 � � i 2 3 .�. i; . i 8 i 10 Total 3 List all states in which the organization is registered or licensed to solicit contributions or has been notified it is exempt from registration or licensing. ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- For Paperwork Reduction Act Notice,see the hrstructfons for Form 990 or M-EZ Schedule G(Form 990 or 990-EZ)2020 BAA REV 09108121 PRD Page 836 of 1598 Schedule G(Ferm 990 or 990-EZ)2020 Page's _ Fundraising ��ents. Complete!fi the organization�answeed "Yes"on Form 990, Part !V, line 1t3,ar reported more han $15,000 of fundraisingevent contributions anincome on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than$5,000. (a)Event#1 (b) Event 02 (c) Other events (dl ToW events Race for® iop a Heart. of a Woman 2 (add col.(a) through (event type) (evert type) (total number) col.(c)) y 1 Gross receipts l 32;368. 120,176. 23 791. .. 176,335. 2 Less:Contributions i 9,738. 24,121. 23, 791. 57,650. 3 Gross income(line 1 minus line 2) . . . . 22,630. 96,055, 0, 118,685. 4 Cash prizes 5 Noncash prizes 2 762 z 044 802 •. P 5,608. 6 Rennt/facilitycosts 1,183. 9,502. 10„665. CL _. LUX 7 Food and beverages 919. 919 m 8 Entertainment 0.p 9 640.aw� - 9 640, 9 Other direct expenses 6,614. 26,157. 1,188. 33 959. 10 Direct expense summary.Add lines 4 through 9 in column(d) . . . . . . ► 60. 811, 11 Net income summa.Subtract line 10 from line 3,column(d) ► 5 7 6 74. ”• , Gaming. Complete if the organization answered "Yes" on Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-F..7, line 6a. (a)Bingo tH �lotressla bingo (c)Other gaming (dI Tote!gaming(add m 9 P gwi.(a)through col (c)) rr 1 Gross revenue . m 2 Gash prizes 3, .-�...... .. - .... ,....w:...-. C m X- 3 Noncash prizes i LU .,. - 4 Rent/facility costs 5 Other direct expenses s ❑ Yes % ❑ Yes % ❑ Ytes 9/o a 6 Volunteer labor . ❑ NO ❑ No a, .,, ❑ No 7 Direct expense summary.Add lines 2 through 5 in column(d) ► 8 Net gaming income summary.Subtract line 7 from line 1,column(d) ► 9 Enter the state(s)in which the organization conducts gaming activities: a Is the organization licensed to conduct gaming activities in each of these states? . . . . . . . . . ❑Yes ❑No b If"No," explain: ---- -------------------------------- --- --—-------------------------------------------------------------------------- ------- 1Da Were any of the organization's gaming licenses revoked,suspended,or terminated during the tax year? ❑Yes ❑No b If"Yes,"explain: BAA REV 0910&21 PRO ---- Schedule G(Felin M or 990-Ez)2020 Page 837 of 1598 Schedule G(Form 990 or 990-EZ)2020 Page 3 11 Does the organization conduct gaming activities with nonmembers? . . . . . ❑Yes ❑No 12 Is the organization a grantor, beneficiary or trustee of a trust, or a member of a partnership or other entity formed to administer charitable gaming? ❑Yes ❑No 13 Indicate the percentage of gaming activity conducted in: a The organization's facility . . . . . . . . . . . 1 % b An outside facility ,.. —® it -!n „.._ _ % 14 Enter the name and address of the person who prepares the organization's gaming/special events books and records: Name► Address► 15a Does the organization have a contract with a third party from whom the organization receives gaming revenue? . . . . . . . . . . . . . . . . . . . . . ❑Yes ❑No b If"Yes,"enter the amount of gaming revenue received by the organization► $ and the amount of gaming revenue retained by the third party 0- c c If"Yes,"enter name and address of the third party: Name No Address► 16 Gaming manager information: Name Is Gaming manager compensation► $ Description of services provided► ❑Director/officer ❑Employee ❑Independent contractor 17 Mandatory distributions: a Is the organization required under state law to make charitable distributions from the gaming proceeds to retain the state gaming license? . . . . . . . . , , , , ❑Yes ❑No b Enter the amount of distributions required under state law to be distributed to other exempt organizations or sent in the organization's own exempt activities during,the tax year ► $ Supplemental Information. Provide the explanations required by Part i, line 2b, columns (W) and (v); and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also provide any additional information. See instructions. ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------- BAA REV 09/08121 PRO Schedule Q,(r Orrn 990 or 99D-EZ) Page 838 of 1598 SCHEDULE J Compensation InformationOMB No.1545-0047 (Form 990) For certain Officers,Directors,Tnrstees,Key Employees,and Highest �O O Compensated Employees ►Complete if the organization answered"Yes"an Form 990,Part IV,line 23. Department of the Traasury ►Attach to Form 990 • ® e intemal Revenue Service ►Go to www,1rsgov/Form990 for instructions and the latest informafion. .- Name or the organ era€ua, NS1ppyto'Ur i i number Aid to Victims of Domestic Abuse Inc. 59-2486620 n — .. ` Questions Regardin Comnsatian Yes No 1a Check the appropriate box(es) if the organization provided any of the following to or for a person listed on Form 990,Part VII,Section A,line 1a.Complete Part Ill to provide any relevant information regarding these items. ` A.. ❑First-class or charter traveli ❑Housing allowance or residence for personal use ❑Travel for companions ❑Payments for business use of personal residence ' ❑Tax indemnification and gross-up payments ❑health or social club dues or initiation fees ❑Discretionary spending account ❑Personal services(such as maid,chauffeur,chef) ,}, b If any of the boxes on line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to i explain . . . . . . . . . . . . . . . . . . . . . . . t ?P j, 2 Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all directors, trustees, and officers, including the CEO/Executive Director, regarding the items checked on line 1a? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3 Indicate which,if any,of the following the organization used to establish the compensation of the organization's CEO/Executive Director.Check all that apply.Do not check any boxes for methods used by a related organization to establish compensation of the CEO/Executive Director,but explain in Part III. E; ❑Compensation committee ❑Written employment contract ©Independent compensation consultant ❑Compensation survey or studyr a ❑Form 990 of other organizations ❑Approval by the board or compensation committee .. 4 During the year,did any person listed on Form 990, Part VII,Section A,line 1a,with respect to the filing organization or a related organization: a Receive a severance payment or change-of-control payment? . . . . . . . . i x b Participate in of receive payment from a supplemental nonqualified retirement plan? x.,46 . x c Participate in or receive payment from an equity-based compensation arrangement? 4c' X If"Yes"to any of lines 4a--c, list the persons and provide the applicable amounts for each item in Part III. 0 �s Onlysection 50i(c)(3),501(c)(4),and 501(c)(29)0 A'7 ( ?{ ?� ( )( )� { )( ) rganizaiior�must complete lines 5�-9. 5 For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any '�t : compensation contingent on the revenues of: ,.,,, a The organization? . . . . . . . . . . . . 5a x w b Any related organization? 5b � x If"Yes"on line 5a or 5b,describe in Part III, 7-, S For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any compensation contingent on the net earnings of: �tc, a The organization? . . . . . . . . . . Ba x b Any related organization? . . . . . . . X If"Yes"on line 6a or fib,describe in Part III. 15 7 For persons listed on Form 990, Part VII, Section A, line 1a, did the organization provide any nonfixed payments not described on lines 5 and 6?If"Yes,"describe in Part ill . . . . . . . . . . . . . 7 x 8 Were any amounts reported on Form 990, Part VI I,paid or accrued pursuant to a contract that was subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? if "Yes," describe in Part Ili . . . . . . . . . . . . . . . . . g x r }. 9 If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? . . . . . . . . 9 For Paperwork Reduction Act Notice,see the instructions for Form 990. Schedule u(Forth 9W)2020 BAA REV OW021 PRO Page 839 of 1598 Schedule J(Form 980)20213 - Officers Dtrectat Trusteetlg 1Key Ern to and Hi �t Co ensatad EJYt to M _ ?aa�2 =mss' ' Use du rlicate codes'rf additional sr�ace is needed._ _ For each lnclMduaf whose compensation must be reported an Schedule J,report compensation from the organlzation on row(Q and from related organizations,described in the Instructions,an row(i7.Do not list any individuals that aren't listed on Form 990,Part VII. Note:The sum of columns}B Ilifor each listed Individual must r .�a the total amount of Form 990,Part VII,Section A,line 1a,pr!plioable column and it amounts for that Individual. (0)Breakdown of W-2 and/or 1098-MISC compensation - -- r- ,^.,�,.-... .m (C)Ratlremero ane JD)NontaxWe .•T�, (A)Name end Tette (1)Mae ¢q Bonus 1v incentive {fiat Other ocher dderred NBnefits Total of cdumna�tF7 Campeneatlon I$1PI-�) in colurm(B)reported ed compermatfun reportable compensation as deferred on prior compeneatton Fane 9% 0 Pamla Brie en m 192390 10 000 6 400 6 _- -- ..�...._ )- -.....- -0 € ----10450_.,( 71953 226i801_.r�..- --------- 0-_ 1 PresidentrCE0 Al 0-' 0 � ) 0.. z Y lY „ 4 ------ -•--•--- ---- ii�..... - --pl --- Q B --------- „------ --------- _ -------'------ --_-- --- 7 I----------- k---- ---- ....... f ----- n---- B pi I- - tW ® m . �.............n Biffl I --- ---- --------------------- - I � --- 10 161 - - ----- 11 --------------------------I ---- ------- - -- ----- -- {i€ `•------ - { -- ------•-- --- .. .�:.. 4 ,�. 12 i �____ ________ __I---_- _.------- --------- --------- �. _. -- lY 9 __ 13 I---- --------- -- ----• -- ------ ----- -------------------- ----------------------- .... 14 @1 i --------- ------------------------- "---•--- '--1------ R ------ ------- -- --- --- + ---- ... �,.1 BAA REV eertB71 PRO So Sohrrdrh J(Form BB13)2= Page 840 of 1598 Schedule J(Farm 990)2020 page OEM 44p*0 errtal1'nfonnabon 3 � '66-m- - r Provide the information,explanation,orr descriptions required for Part I,lines la,1 b,3,4a,4b,4c,5a,5b,6a,6b,7,and 8 and for Part II.Also -plete this part for any additional information. ---------------------•--....-•--•----------------------------------------------------------------•-----......--•------------------------------••-------------------------------....--------------------------------------------------- ------------------------------ -------------------------.........------------------------------------------------------------------------------------------------------------------------------------------.----------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------..----....---------------------------_-...•------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------.----------------------------------------•-•---------------------•-----•-•---------------------------••------- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------.------------------------------ -------------------------------------------------------------------------------------------------—------------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------- ---•--------------••-----------------------------------------------------------------------•-------------------------------------------------------------------- ----------------------......------------- ------------------------------ ---------------------------------------------------------------------------------------------------------------...-.....---------------------------------------------------------------------------------------------------------------• -------------------------..----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------•------------•-••----------------------•--------------------------........---------------------------------------•---------------..-........•-------------------------------•-•--------------------------------------- ---------- ----------------------------------------------------------- -----------------------•---------------------------------------------•-------------------------------------------------------------------------------------------------------------------------------------.------------------------------- ------------------------------•--------------------------------------------------.---------------------------------------------------------------------------------------•----------------------•------------------------------------------- -------------------------•---...-..-----------------•-------------------------------------------------------------------------------------------------------------------------------------------•-•-------------------------------------- ----------------------------------------------------------------------------------------••------------------------------------------.------------------------•-------------------------•-----------------------------•---------------------- BAA REV U91a M PRO SaheduW J(Form 980)2020 Page 841 of 1598 SCHEDULE M Noncash Contributions OMB No.1545-0047 a. (Form 990) 0- �© O Complete if the organizations answered"Yes"on Form 990,Part IV,lines 28 or 30. Department of the Treasury ►Attach to Form 990. ®_ Intemaf Revenue service ►Go to www.1rs.gov1Form990 for instructions and the latest information. !Name of the orgenizetion Employer identification numoer Aid to Victims of Domestic Abuse, Inc. 159-2466620 __ _ _.. ` Types of Rrop ,y (a1 @1 f`1 fdl Check if Number of contributions or Noncash contribution Method of determining applicable items contributed amounts reported on 4 Form 990,Part VIII,line 1 a noncash contribution amounts - .vv - a 1 Art—Warks of art 2 Art—Historical treasures __, 3 Art--Fractional interests 4 Books and publications 5 Clothing and households= goods . 6 Cars and other vehicles 7 Boats and planes � 8 Intellectual property 9 Securities—Publicly traded 10 Securities—Closely held stock . 11 Securities—Partnership, LLC, or trust interests 12 Securities—Miscellaneous 13 Qualified conservation contribution—Historic structures . . . . . . . 14 Qualified conservation contribution—other 15 Real estate—Residential " 16 deal estate—Commercial 17 Real estate—Other. 18 Collectibles . . . . . . 19 Food inventory 20 Drugs and medical supplies w 21 Taxidermy . . 22 Historical artifacts Y� 23 Scientific specimens 24 Archeological artifacts b 25 Other► ( enerator tank) x I .200 37 2 Vendor invoices - --- -- --1-- -- 26 other lb- 27 27 Other► -------------------------) 28 Other► a= "- 29 Number of Forms 8283 received by the organization during the tax year for contributions for which the organization completed Form 8283, Part V,Donee Acknowledgement . . . . . 29 {' mm Yes No 30a During the year, did the organization receive by contribution any property reported in Part I, lines 1 through 41 28,that it must hold for at least three years from the date of the initial contribution,and which isn't required to be used for exempt purposes for the entire holding period? . . . . . . . . . . . . . s x b If"Yes,"describe the arrangement in Part ll. 31 Does the organization have a gift acceptance policy that requires the review of any nonstandard contributions? . . . . . . . . . . . . . . . . . . . 31 x .,uu. 32a Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash contributions? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32a x b If"Yes,"describe in Part It. 33 If the organization didn't report an amount in column(c)for a type of property for which column(a)is checked, describe in Part It, For Paperwork Reduction Act Notice,see the instructions for f=orm 9W.BAA REV 0910912/PRO Schedule M(Form 990)2020 Page 842 of 1598 Schedule M(Farm 99012020 Page ® • Supplemental Information. Provide the information required by Part I, lines 3Ob, 32b,and 33 and whe#her the organization is reporting in Part I,column (b),the number of contributions,the number of items received, or a combination of both.Also complete this part for any additional information. ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------ ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- REV 69M&21 PRO Schedule Mf(Form 0w)2024 Page 843 of 1598 SCHEDULE 0 Supplemental lnformation to Form 990 or 990-EZ owie No.1545-0047 (Form 990 or 990-EZ) Complete to provide information for responses to specific questions on Form 990 or 990-EZ or to provide any additional information. ��(e h� DepartmeM of the Treasury i IN,Attach to Form 990 or 99D-EZ. d o„ a b Internal Revenue Service ►Go to wwwJr&goY1ForTnM for the latest information, .. Name of the organization Employer iderttf�icat€on numtiet Aid to Victims of Domestic Abuse, Inc. 59-2486620 Pt VI, Line 11b: The 990 is given to each member of the board of directors for review.'The 990 is-also reviewed by the President and CEO, the Business Operations Director and the Financial Anal st. Pt VI, Line 12c: AVDA's conflict of interest policy is part of the alication packet that is given to prospective Board members. They areinformedof the ------------------- policy and the practice of reviewing it regularly. At least once a year, the policy is reviewed at a Hoard meeting and Board members sign the policy to acknowledge their compliance. Pt VI, Line 15a: AVDA's executive committee conducts an annual performance evaluation of the President/CEO. As part of determining compensation, the services of an attorney and human resources advisor were utilized to provide the Committee with a comprehensive analysis of executive compensation for like-sized nonprofit organizations with executive directors with comparable education and experience. Pt VI, Line 19: AVDA provides copies of the Form 990 Annual Information Returns, governing documents, conflicts of interestpolicy and financial statements free of charge to state and county regulatory agencies where it is deemed necessary to process certifications or comply with regulations and to grant funders as part of the application, monitoring and/or audit process. AVDA follows IRS disclosure rules for all other requests in accordance with written policies and procedures at a charge for copying and postage. ----- ------------- - ----- --------------------------- -------------------------------------------------------------------- ------------------- Pt IX, Line 24e: — --Description_-Client food and Supplies Total: $165,790 Program services: $164,776 Management and general: $886 For Paperwork Reduction Act Notice,see the Instructions for Form 990 or 990-EZ. BAA schedule 0(Form 980 or 990-EZ)2020 REV C91M21 PRO Page 844 of 1598 Schedule 0(Form 990 or 990-EZ)2020 Page 2 Name of the organization Employer kte;; arklon number Aid to Victims of Domestic Abuse Inc. 1,59-2486520 Fundraising $128 Description_- Consulting and_Professional-Service_ Fees ---------------------------------------------------------- Total_—$4 0_812 -_------- - -Program services_ $38-,118 Management_ and general_-$2,694- - Fundraising $0__ Descri tion: E a ment and rental maintenance P�.---- -- ----------- ---- --------------------------------------------------------------------------------- Total : $19,642 Pro ram services: $18,185 ---_Management and general_-$1,348- ---Fundraisin,q: $159 - bescri tion: Licenses and fees Total: $5,539 _Program-services: $5,159 Mana ement and eneral: $381 .--------�---- -------- -----—---------- -- --------------------------------------------------------------------------------------- ------- Fundraising_ $0 Description_ Memberships and subscri tions Total: $8, 133 Program-services: $7,423 Mana ement and eneraZ: $710 Fundraisin -Description_ Fundraising-Campaign-----_-- Total: $5,479 ------------------------------------------------------------------------------------------------------------------------------------- Program services: $0 Management and general: $0 ---Fundrai s ink:_ $5,479 -- ----------_-- _ Description: _Miscellaneous REV 09MB121 PRO Sehedute O(Form 990 or 990-M 2020 Page 845 of 1598 Schedule 0{Form 990 or 990-EZ)2020 Page 2 Name of the organization — EMpW er idsntffioatlon number Aid to Victims of Domestic Abuse Inc. 59-2486620 Total_ $1,462 Program_services__ $1:453____ _ Mana�ement_and general_ $9 Fun.drai s in Description_-Office_sulies------ Total: $17,205 ------------------------------------------------------------------------------------------------------------------------------------ Pro ram services: $14,544 ____Nana�ement and general____ $2,558 Fundraising:- $103 Descri tion: Pro ram su lies Total: $38,992 ____Program services_ $38,992 Management-and general_ $0 -M--_- Fundrais ing:-$Q ___ Description_-Pa.roll service charges Total: $30,682 --Program services: $27,614 ____Nana ement- and eneral: $3,068 Fundraisin :-_$0- -Descri tion: Posta e Total: $2, 956 ----Pro_ram'services:-_$2,520__-_- --------_- Management and general.: $196 Fundraising: $240 --Description_ Printing--------- -- --------------------------------------------------------•----------------------------------------------------------------• Total: $588 ------- --- -- ----------------------------------------------------------------------------------------------------------------------------------------------------- --------------------------Program-services_ 535 Schedule 0(Form 990 or e90-F_Z12020 REV 09108!21 PRO Page 846 of 1598 Schedule O(Form 990 or 980-EZ)2020 Page 2 Name of the organization Employer Me tlan number Aid to Victims of Domestic Abuse, Inc. 59-248662D Mana ement and eneral: $53 Fundraisin : _ Descri�tion__Public relations ----------------------------------------------------------------------------------------------------- Total: $11, 081 Pro ram services: $10, 139 Mana ement and eneral: $31 Fundraisin • $911 __ Description_-Telephone ------ Total: $45,392 Pro ram services: $43, 945 Mena ement and eneral: $1,377 -- Fundraisin Descri tion: ----------- -p-- ---- -2rental ---t- raa ---------------------------------------------------------------------------------------------------------- Total: $5, 010 --Pro ram services: $4,733 -- -- --------- -- ----- --------------------------------- Mana ement and eneral: $277 Fundraising: $0 ---_Descrip_tion� Staff-development Total: $1, 821- Pro ram services: $1,820 Mana ement and eneral: $1 --- ----- --- ---- - ----- ------------ ----------------------------------------------------------------------------------------- Fundraisin ---Descriptzon: Utilities Total: $48,349 ------------------------ ------------------------------------------------------------------------------------------------------------------------- ---Pro5rarn services: $46, 857 --Management and general_ $1.492 - Fundraising: D REV 09/08!21 PRO Schedule 0(Form 880 or 890-EZ)220 Page 847 of 1598 Schedule 0(Form 990 or 990-EZ)2020 Page 2 Name of the organization Employer identification number Aid to Victims of Domestic Abuse, Inc, 59-2486624 ____Descri tion: Trans ortation P---- -- ----P----- ------------------------------------------------------------------------------------------------------------ ___ Total_ $12, 656 Program_services: $1.2, 014 Mara smart and eneral: $600 - --------�- -------- -- -------------- --------------------------------------------------------------------------------------------------- Fundraising_ $42 --------------------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------ REV 09/08l2t PRO Schedule o(Form 980 or 990-EZ)202o Page 848 of 1598 Form8879-EO IRS e-file Signature Authorization for an Exempt Organization OMB No,1546-ooa7 For calendar year 2020,or fiscal year beginning Jul 1 ,2020,and ending 30,2021 Aepartrnert of the Treasury ►Do not send to the IRS.Keep for your records. internal Revenue Service ►Go to wwwJmgov1Fomt887 E0 for the latest information Name of exempt organrzetion or person subject to tax Taxpayer Identification number Aid to Victims of Domestic Abuse, Inc 59-2486620 ..._ .�..� � �uuu� Name and title of offerer or person subject to�ta,-x – --��—� - Tami Babi ; , Board Secreta i �l' T�rpe of Return and Return Information 'vhole Dollars ONO -" — -� Check the box for the return for which you are using this Form 8879 EO and enter the applicable amount,if any,from the return. If_you check the box on line 1a, 2a,3a,4a, 5a, 6a, or 7a below, and the amount on that line for the return being filed with this form was blank, then leave line 1b, 2b,3b,4b,5b, 6b, or 7b,whichever is applicable, blank(do not enter-0-). But, if you entered -0- on the return,then enter-0-on the applicable line below. Do not complete more than one line in Part 1. 1a Form 990 check here►(9 b Total revenue,if any(Form 990,Part Vill,column(A),line 12) 1 b 3,448 489. 2a Form 990-EZ check here►❑ b Total revenue,if any(Form 990-EZ,line 9) . . . . . . 2b 3a Form 11120-POL check here► ❑ b Total tax(Form 1120-POL,line 22) 3b 4e Form 990-PF check here►❑ b Tax basad on investment Income(Form 990-PF,Part VI,line 5) 4b 5a Form 8868 check here► ❑ b Balance due(Form 8868,line 3c). 5b 6a Form 990-T check here► b Total tax(Form 990-T,Part III,line 4) Bb 7a Form 4720 check here► ❑ b Total tax{Form 4720,Part III, line 1 I . . . . . . . . . . 7b 'y Declaration and Si nature Atr#honzaiaon of Officer or Person Subject to Tax '°`` pe perjury,l declare that❑x f am an officer of the above organization or ❑ I am a person subject to tax with respect to (name of organization) �,(l=1N} and that I have examined a copy of the 2020 electronic return and accompanying schedules and statements,and,to the best of my knowledge and belief,they are true,correct,and complete.I further declare that the amount in Part I above is the amount shown on the copy of the electronic return. consent to allow my intermediate service provider,transmitter,or electronic return originator(ESO)to send the return to the IRS and to receive from the IRS(a)an acknowledgement of receipt or reason for rejection of the transmission,(b)the reason for any delay in processing the return or refund,and(c)the date of any refund.If applicable,I authorize the U.S.Treasury and its designated Financial Agent to initiate an electronic funds withdrawal(direct debit)entry to the financial institution account indicated in the tax preparation software for payment of the federal taxes owed on this return,and the financial institution to debit the entry to this account.To revoke a payment, I must contact the U.S.Treasury Financial Agent at 1-888-353-4537 no later than 2 business days prior to the payment (settlement) date. I also authorize the financial institutions involved in the processing of the electronic payment of taxes to receive confidential information necessary to answer inquiries and resolve issues related to the payment.I have selected a personal Identification number(PIN)as my signature for the electronic return and, if applicable,the consent to electronic funds withdrawal. PIN:check one box only ©I authorize Grau & Associates to enter my PIN L= 4 B 2 as my signature ERO firm name Fater free nwnbers,but do not enter as zeros on the tax year 2020 electronically filed return.If I have indicated within this return that a copy of the return is being filed with a state agency(ies)regulating charities as part of the IRS Fed/State program, I also authorize the aforementioned ERO to enter my PIN on theretum's disclosure consent screen. ❑As an officer or person subject to tax with respect to the organization, I will enter my PIN as my signature on the tax year 2020 electronically filed return.If I have indicated within this return that a copy of the return is being filed with a state agency(ies) regulating charities as part of the IRS Fed/State program, I will enter my PIN on the return's disclosure consent screen. Signature of officer or parson subject to tax ► Date► 12/17/2021 " Certification and Authentication EfiO's EF'IN/PiN. Enter your six-digit electronic filing identification number(EFlN)#ollowed by your five-digit seEf-selected PIN. 6 9 2 4 8 7 3 3 4 3 1 Do not enter elf zeros I certify that the above numeric entry is my PIN,which is my signature on the 2020 electronically filed return indicated above. I confirm that I am submitting this return in accordance with the requirements of Pub.4163,Modernized a-File(MeF)Information for Authorized IRS e-file Providers for Business Returns. ERO's signature P. Data► ERO Must Retain This Form — See Instructions Do Not Submit This Form to the IRS Unless Requested To Do So For Paperwork Deduction Act Notice,see back of form.SAA REbo9W21 PRO Form 8879-EO i2=; Page 849 of 1598 Form 990 Allr Expenses 2020 Part IX, Line Name Employer Identificaflon No. Aid to Victims of Domestic Abuse, Inc. 59-2486620 (A) (B) (C) (D) Description Total Program ManagementFundraising services and general Client food and Surs..lies.; 165 790. 164 776., 886. 128. vuusultxna and Pmfessior. 5ernce Fees 0, 812,*,m 38,1a 8. 2,694. p E a.i mnt and rental maintenance 19,692. 18,185. 1 348 159 Licenses and fees 5,.539. 5#158- 381. 0, Membershies and subscriptions 8 x133 _71423 710 g Fundraising Ca sign 5,.479. 0 4. 5.479. Miscellaneous 1,462. 1.453 9, p Office surmlies 1711205 14,544. 2,558. 143. Pr ,q rau1 sul_i es 38,992. 38,992. _ 0. 0 Payroll service charges 30,682 27,614. 3x058. pe Postale 2p 956. 2,520. 196. 240. Printing 588. 535. 53. 0 tic relations 11,081. 1-0-1139- 31. 911¢. Telephone 45,392. 43, 945. E 1,377. y70. m Storage rental 5 010 - 4,733. " 277. 0. u - m.. Staff development Utilities 48,349. t 46 857 1 492 0 Transtortation 12 656. 12, 014 X600 -- _.......... y I Total to Form 990,Part IX, line 24e . . . . . . . . 461,639. 438,826. 15,681, 7_,132. Ieew1601.5CR 92![12!21 Page 850 of 1598 Aid to Victims of Domestic Abuse,Inc. 59-2486620 1 Additional information from your 2020 Federal Exempt Tax Return Form 990: Return of Organization Exempt from Income Tax Noncash Itemization Statement Description Amount Donated assets - 37,20D. Total 37,200. Form 990: Return of Organization Exempt from Income Tax Line 24, column (A) Itemization Statement Description Amount SBA-PPP loan 96 000 ....... Total 96,000. Page 851 of 1598 State of Flonda Department of Children and Families Certification Ns 1-- I- - 1 I5� 0�ce,rlif� that AID TO VICTIMS OF DOMESTIC ABUSE, INC. Location: Defray, each, Serving', Palm each County has crimplied with the Onimum standards in section 39.905, Florida Statutes,and Chapter 6514-1, Flonda Administrafive Code,and �s hereby certrified a!5 a Domestjc,Violance Ce�jjet by the Slate of Florida, Departmentof ChAdiren,and Ire millies- Enative Dates,July 1,2,021- June 30,2022 Dor esbc Violence P rogram Office of Child Welfare Issue Date: June 28, 2021 z Page 852 of 1598 S yam. J{ COMMUNITY ♦ OUN MON M Palm beech aro V"M Coanries May 10,2022 No Pare O'Brien,MSWJD Aid to Victims of Domestic Abuse,Inc. _ 20S NE Sth Terrace Delray Beach,FL 33444 AWS d,Jr. – rant A #-_ 1 TUNIDear Ms.Pam aBrien,M ,JD: M"Kbbd L Krami &A-07ARY Congratulationst I am pleased to Worm you that the Community Foundation for Palm R&W*way Beach and Martin Counties,hereinafter referred to as"CFPBMC,"has approved a grant W Aid to aF Dorriesik Abuse,1 after referred to as*Grantee,"in the rN& ATr PASY CFa arnount of$nflDD.00 for Commit to :A Vlokoce Prevention Initiative. Shary S, Ewm Ni_wIn r for CF C to fully a this t m receive a y of �.p,; this agreement in its entirety confirming acDeptance of the terms and conditions of the gram as outlined belm. BOARD OF DOLK RXi &Eurru, This grantis rnade possible through the generosity of the fol 'ng funds: Nawy G.&VAa John D.and Cattiefine T.MacArthur Fund Ti Aw%by EX But r 5he'- "-'..ct— ' The grant period for this project starts on; 1A .:. D Emic r' Jr, • Community ImpactGrants($10A01-$S5,000) P.Calk* o lune 1,2022-May 31,7023 Dands aA Hudzm,rn o Midterm reports will be due November 30,2€122,at SPM k ss0:0oV_v j'Kwa o Final reports will be due Jure 30,2023,at SPM .ChfigliM M.MjrfZ4, li _ 'Libby,mar it • 1 Grants($10X0 and be ) ]Mr.K mildas o June 1,2022-May 31,2023 Li o Final reports will be due June 30,2023 at SPM r ..KamhDff * Summer Program Grants Lswx ibows o May 1,2022–September 1,2022 Sum .S" bas o final reports will be due on septem 30, 22 at Mey .&Doph All reports haw already been assigned through our Online Grant In Eoundant, Pxesiouqv Emaknus Shaix"'SMW HtdI Page 853 of 1598 DocuSign Envelope ID:426FFBFI-9840-41 OE-8MM71DAF98135C82 Contract No. L127 for Contract Client Services ® Non-Client Contract for 1..,� y contracts CFDANo(s). 93.588.93.671 t. f Su cipient ® Vendor 22-23 have dee. received yet CSFA o(s). 84134. 139 goFederal Funds ® State Funds THIS CONTRACT is entered into between the Florida Department of Children and Families,hereinafter referred to as the"Department" and Aid to Victim of Domestic Abuse,Inc.,hereinafter referred to as the"Provider'. If this document is denoted above as a G RANT AGREEMENT, the term 'Contract" as it may appear hereinafter shall be construed to mean "Grant" or "Grant Agreement" as the context may provide. Similarly, the term 'Provider" shall be construed to mean 'Grantee" and the term "Contract Manager' shall be construed to mean'Grant Manager". The section headings contained in this contract are for reference purposes only and shall not affect the meaning or interpretation of this contract. The Department and Provider agree as follows: 1. ENGAG EMENTUTERNI,AND CONT CT'DOCUMENT 1.1 Purpose and Contract Amount The Department is engaging the Provider for the purpose of (1) providing domestic violence emergency shefterlhousing and related services that win be available 24 hours per day, seven days a week to survivors of domestic violence and their dependents; providing survivors of domestic violence with inforrmadon on the dynamics of power and control; (3) connecting survivors of domestic violence with available and appropriate resources within the community;(4)informing and educating the public and professionals regarding domestic violence and related issues; (5) providing domestic violence primary prevention services targeted to youth through the implemenMion plan for prevention, which is approved by the Department; and, (6)increasing the resources,services,and advocacy available to survivors of domestic violence that have an open child abuse investigation, diversion case or are involved in the dependency process and are the nonoffending parent,as further described in Section 2, payable as provided in Section 3,in an amount not to exceed$741,204.00. 1.2 Official Payee and Party Representatives 1.2.1 The name, address, telephone number and e-mail 1.2.3 The name, address,telephone number and e-mail address of the Provider's official payee to whom the of the Provider's representative responsible for payment shall be directed on behalf of the Provider are: administration of the program under this Contract (and Name: Aid to Victims of Domestic useInc. primary point of contact)are: Address: P.O.Box 6161 Name: Pam O'Brien City: Delray Beach State:FL Zip Code:33482 Address: P.O.Box 6161 Phone: 561-263-3797 Ext: 104 E-mail: City: Delral State:FL Zip Code: khishmeh@avdaAcom Phone: 561-265-3797 Ext: 101 E-mail: obrien@avda- fl.com 1.2.2 The name, address,telephone number and e-mail 1.2A The name, address,telephone number and e-mail of the Provider's contact person responsible for the address of the Contract Manager for the Department for Provider's financial and administrative records: this Contract are: Name: (Cathleen Hishmeh Name: Lauri Wild oose Address: P.O.Box 6161 Address: 2415 North Monroe Street.Suite 400 City: Delta y ea[:h State:FL Zip Cade: City: Tallahassee State:FL Zip Code:32303 Phone: 561-265-3797 Ext: 1 E-mail: Phone: 850 30q�6 Ext: nIa E-mail: khishmeh@avda-Rco 1aufi.wiIdq22�e0Mjfflamiiliescom Per section 402.7305(1)(a), Florida Statutes (F.S.), the Department's Contract Manager is the primary paint of contact through which all contracting information flows between the Department and the Provider. Upon change of representatives (names, addresses,telephone numbers or e-mail addresses)by either party,notice shall be provided in writing to the other party. 1.3 Effective and Ending Dates This Contract shall be effective July 1,2021 or the last party signature date,whichever is later.The service performance period under this Contract shall commence on July 1, 2021 or the effective date of this Contract, whichever is later, and shall end at midnight, CF Standard Contract 2019(UA) Part 1 of 2 i Contract No. L127 Page 854 of 1598 ,� Send b Attach - r Discard From: Default<do-not-reply@ojp.usdoj.gov> Sent:Saturday,April 9, 2022 5:37 PM Subject: Notice of Application Submitted to OVW Fiscal Year 2022 Grants to Engage Men and Boys as Allies in the Prevention of Violence Against Women and Girls Program Solicitation an 01111 IIE Your application GRANT13587720 has been successfully submitted for OVW Fiscal Year 2022 Grants to Engage Men and Boys as Allies in the Prevention of Violence Against Women and Girls Program Solicitation on 04-09-2022 05:36 PM www.justicegrents.usdoj.gov Segoe UI77:1 12 B I U p A .... ..... . Sen Discard "`I p Draft saved at 8:25 PM Page 855 of 1598 f 7 Community Based Remmmended Fundkg May 4,2022 These fundkV reoommeridatlons are subod to Board of County ConvnMioners'app-wal and sucoessful contract negottildlem. Furgiling reconynendations are curmnly schedulead to be presented to the Board of County Cwmissioners.for approval st their meedrV an June 1 ,2022. As-aren'drider,theCamofs1lenoe remins In p means s this NOFO behveen any Pmposer or is regmentative and any County Commisaimw or ConvftsionaftA Proposers representative Wv91 Include,but not t , rs Propowes partner, r t,kWst or any,actual or potential subcontractor cc consvitant of the Propow,' PmTvmar A-1 AcOon Ams: ConV-Awg,Inc- errfior ftp h t ! $rrc_ Fa d cnicireni $140„ Girls,I ` -7nra Ira., 1i a] -. M r 'sq a rg i Fist of Pam f 6 Beach £3tJnr Moice to Change,Irm. ire h ,i ant.Cemars ff for Quffstrawn Goodwill Industries,1 .(Intensive Home Action Araw Sadal and Emotional irrrfin $4ppqrts f CuegyIng`how. Community h ,# . &Wa Achievemait Centers $1 for Ghkhm and Families Mgaii.__ I - f RAW e;m me t_ ,Inc_ Fuler _ Ow Flarencia F r F r s,�. I Partners...... tt Lake"wp naw$ nr- Um Path to n� s i3f Efe Po ._ � POoo Inc- F ,I The Man LLoa Aueof Pakn TOW Page 856 of 1598 AVDA does not charge any fees for Commit to Change,the program to be funded. Page 857 of 1598 Aid to Victims of Domestic Abuse, Inc. JOB TITLE: Chief Program Officer DEPARTMENT: Program Services CLASSIFICATION: Full-time, Exempt, Salaried, "at-will" REPORTS TO: President and CEO JOB SUMMARY: The Chief Program Officer is responsible for the development, management, and compliance of all programs, while simultaneously working with the President and CEO to increase resources to benefit AVDA. This position needs to be available for emergencies and rotating on-call duties. ESSENTIAL DUTIES AND RESPONSIBILITIES: • Read and abide by the rules, policies and standards set forth in the Employee Personnel Policy Manual. • Responsible for assuring programs are running efficiently and quality services are provided in accordance with program guidelines and agency policies. • Serve as a leader through professional training and representing the agency on task forces/initiatives. • Responsible for reviewing and updating program policies and procedures on an annual basis according to agency and funder requirements. • Responsible for researching,writing, and providing general assistance in preparation of grant applications. • Responsible for oversight and development of residential and outreach programming and statistics. • Responsible for developing quality assurance methods and conduct periodic reviews of files, database, and performance measures to strengthen program results. • Participate in agency program development, evaluation, and strategic planning process. • Responsible for the direct supervision of Residential Services Director and Outreach Services Director. • Promote an organizational culture that embraces workplace values of respect, caring, support, effective communication, teamwork, collaboration, accountability and responsibility; and work with staff to create and maintain a workplace environment reflective of those values. POSITION REQUIREMENTS: • Bachelor's degree in social work, sociology or related field required or a minimum five years relevant experience in victim advocacy plus a minimum of five years management experience over program services in a social service agency • Three years' experience in implementing program evaluation tools and quality assurance; knowledge of family violence and crisis intervention techniques. • DCF Domestic Violence Program Core Competency and privilege status obtained within first 90 days. • Meet required training hours annually to maintain privilege status. • Excellent verbal and written communication skills; exceptional customer service skills. • Reliable transportation, and if that is a personal vehicle, a valid driver's license and clean driving record for insurability. • Proficient use of MS Office and client database software. • Fluent in reading,writing, speaking English. Secondary language is a plus. SPECIAL REQUIREMENTS AND PHYSICAL DEMANDS: • Ability to exert physical effort which may involve some lifting, carrying, pushing and/or pulling of objects and materials of light weight(up to 20 pounds), bending, stooping, stretching, squatting, sitting, including movement up and down stairs. • Regular to frequent travel required in the Palm Beach County area. I have read and understand the essential duties, responsibilities, and requirements for this position. Employee Signature Date April 2022 Page 858 of 1598 Aid to Victims of Domestic Abuse, Inc. JOB TITLE: Outreach Services Director DEPARTMENT: Program Services—Outreach CLASSIFICATION: Full-time, Exempt, Salaried, "at-will" REPORTS TO: Chief Program Officer JOB SUMMARY: The Outreach Services Director is responsible for the development, management and compliance of outreach direct services, prevention, and community education programs in collaboration with the Chief Program Officer. This position needs to be available for emergencies and rotating on-call duties. ESSENTIAL DUTIES AND RESPONSIBILITIES: • Read and abide by the rules, policies and standards set forth in the Employee Personnel Policy Manual. • Assure programs are running efficiently and quality services are being provided in accordance with program guidelines and agency policies. • Responsible for oversight and development of outreach, prevention, and community education programs to ensure consistent standards exist for quality service delivery to participants and the community. • Serve as a leader through professional training and representing the agency on community task forces/initiatives. • Research, write, and prepare grant applications. • Responsible for compiling statistics, preparing reports for funders and agency, and compliance with grant required program outcomes. • Responsible for quality assurance reviews of participant files, financial documentation, database, and performance measures, and inventory for outreach programs. • Review and update program policies and procedures on an annual basis according to agency and funder requirements. • Participate in agency program development, evaluation, and strategic planning process. • Provide direct services and professional training/community education as needed. • Responsible for implementing staff training plan, logging staff training hours, and upkeep of training files. • Able to work in different environments and utilize effective time management skills. • Responsible for the direct supervision of Outreach Advocacy Supervisor, Child Welfare Advocate and Violence Prevention Educators. • Promote an organizational culture that embraces workplace valves of respect, caring, support, effective communication, teamwork, collaboration, accountability, and responsibility; and work with staff to create and maintain a workplace environment reflective of those values. POSITION REQUIREMENTS: • Bachelor's degree in social work, sociology, or related field or a minimum of five years relevant experience in victim advocacy and outreach programming plus a minimum of three years supervisory experience over program services in a social service agency or a minimum of five years of progressively increased responsibility in program services. • Two years' experience in implementing program evaluation tools and quality assurance; knowledge of family violence and crisis intervention techniques. • DCF Domestic Violence Program Core Competency and privilege status obtained within first 90 days. • Meet required training hours annually to maintain privilege status. • Excellent verbal and written communication skills; exceptional customer service skills. • Reliable transportation, and if that is a personal vehicle, a valid driver's license, and clean driving record for insurability. • Proficient use of MS Office Software and client database software. • Fluent in reading,writing, speaking English. Secondary language is a plus. SPECIAL REQUIREMENTS AND PHYSICAL DEMANDS: • Ability to exert physical effort which may involve some lifting, carrying, pushing and/or pulling of objects and materials of moderate weight(up to 20 pounds), bending, stooping, stretching, squatting, sitting, including movement up and down stairs. • Regular travel required in the Palm Beach County area. I have read and understand the essential duties, responsibilities, and requirements for this position. Employee Signature Date April 2022 Page 859 of 1598 Aid to Victims of Domestic Abuse, Inc. JOB TITLE: Violence Prevention Educator DEPARTMENT: Program Services—Outreach CLASSIFICATION: Full-time, nonexempt, hourly, "at-will" REPORTS TO: Outreach Services Manager JOB SUMMARY: The Violence Prevention Educator educates youth, staff, professionals and members of the community on issues relating to domestic violence and healthy relationship building; assists in curriculum and program development. Work schedule: 40 hours per week as assigned by your supervisor. Flexibility is required to meet the needs of the requests for presentations. ESSENTIAL DUTIES AND RESPONSIBILITIES: • Read and abide by the rules, policies and standards set forth in the Employee Personnel Policy Manual. • Perform duties in accordance with program guidelines and agency policies. • Implement primary and secondary prevention programming including curricula facilitation with youth, community organizing, and social marketing to prevent domestic/dating violence. • Facilitate violence prevention curricula with school age youth. • Assist with curriculum and program development. • Provide professional/community training; participate in community events and meetings. • Coordinate staff in-service trainings. • Able to work in different environments and utilize effective time management skills. • Maintain accurate program records, grant required statistics and implement program evaluation tools. • Promote an organizational culture that embraces workplace values of respect, caring, support, effective communication, teamwork, collaboration, accountability and responsibility; and work with staff to create and maintain a workplace environment reflective of those values. POSITION REQUIREMENTS: • Bachelor's degree in public health, sociology, education or related field or a minimum of three years relevant experience in education or professional training. • Experience working with youth and public speaking. • Fluent in social media platforms. • DCF Domestic Violence Program Core Competency and privilege status obtained within first 90 days. • Meet required training hours annually to maintain privilege status. • Excellent verbal and written communication skills; exceptional customer service skills. • Reliable transportation, and if that is a personal vehicle, a valid driver's license and clean driving record for insurability. • Intermediate use of MS Excel, Word, Outlook and client database software. • Fluent in reading, writing, speaking English. Secondary language is a plus. SPECIAL REQUIREMENTS AND PHYSICAL DEMANDS: • Ability to exert physical effort which may involve some lifting, carrying, pushing and/or pulling of objects and materials of light weight(up to 20 pounds), bending, stooping, stretching, squatting, sitting, including movement up and down stairs. • Regular to frequent travel required in the Palm Beach County area. I have read and understand the essential duties, responsibilities and requirements for this position. Employee Signature Date October 2016 Page 860 of 1598 Aid to Victims of Domestic Abuse, Inc. JOB TITLE: Violence Prevention Supervisor DEPARTMENT: Program Services—Outreach CLASSIFICATION: Full-time, nonexempt, hourly, "at-will" REPORTS TO: Outreach Services Director JOB SUMMARY: The Violence Prevention Supervisor is responsible for contributing to the supervision and provision of domestic and dating violence community education, professional training, and prevention program.The Violence Prevention Supervisor leads program and curriculum development in coordination with the Outreach Services Director. Work schedule: 40 hours per week as assigned by your supervisor. Flexibility is required to meet the needs of the program. ESSENTIAL DUTIES AND RESPONSIBILITIES: • Read and abide by the rules, policies and standards set forth in the Employee Personnel Policy Manual. • Assure programs are running efficiently and quality services are being provided in accordance with program guidelines and agency policies. • Oversee outreach community education and violence prevention programs to ensure consistent standards exist for quality program delivery to the community. • Perform quality assurance reviews of program documentation, database, and performance measures. • Provide professional/community training; coordinate Community Action Team meetings; and participate in community events and meetings. • Implement and facilitate primary and secondary prevention programming including community organizing, strategic planning, public education campaigns, and social marketing to prevent domestic/dating violence. • Perform duties in accordance with program guidelines and agency policies. • Assist with researching, writing, and preparation of grant applications. • Able to work in different environments and utilize effective time management skills. • Maintain accurate program records, grant required statistics and implement program evaluation tools. • Supervises Violence Prevention Educators. • Promote an organizational culture that embraces workplace values of respect, caring, support, effective communication, teamwork, collaboration, accountability and responsibility; and work with staff to create and maintain a workplace environment reflective of those values. POSITION REQUIREMENTS: • Bachelor's degree in public health, sociology, education or related field or a minimum of four years relevant experience in community-based education or professional training. • Experience working with youth and public speaking. • Proficient in managing social media platforms. • DCF Domestic Violence Program Core Competency and privilege status obtained within first 90 days. • Meet required training hours annually to maintain privilege status. • Excellent verbal and written communication skills; exceptional customer service skills. • Reliable transportation, and if that is a personal vehicle, a valid driver's license and clean driving record for insurability. • Proficient use of Microsoft Office Suite and client database software. • Fluent in reading, writing, speaking English. Secondary language is a plus. SPECIAL REQUIREMENTS AND PHYSICAL DEMANDS: • Ability to exert physical effort which may involve some lifting, carrying, pushing and/or pulling of objects and materials of light weight(up to 20 pounds), bending, stooping, stretching, squatting, sitting, including movement up and down stairs. • Regular to frequent travel required in the Palm Beach County area. I have read and understand the essential duties, responsibilities, and requirements for this position. Employee Signature Date April 2022 Page 861 of 1598 Inst updated by Kathleen MAMA ort Oct 21.,2021 at 02:49 PM AID TO VICTIMS OFDOMESTICABUSE INC m .Alkl AID TO VICTIMS OF D01MESTIC ABUSE INC Unique Entity ID CAGE I NCAGE Purpose of Registration Q6CKQAAWOMJ7 4AWC9 Federal Assistance Awards Only Registration Status Expiration Date Active Registration Oct 21 2022 t Physical Address Mailing Address 205 NE 5TH TER PO Box 6161 Delray Beach,Florida 33444-3866 Delray Beach,Florida 33482-6161 United States United States Doing Business as Division Name Division Number (blank) (blank) (blank) Congressional District State I Country of Incorporation URL Florida 21 Florida 1 United States (blank) Registration Dates Activation Date Submission Date Initial Registration Date Oct 25,2021 Oct 21,2021 Feb 9,2006 Entity Dates — a Entity Start Date Fiscal Year End Close Date Jan 7,1985 Jun 30 Immediate Owner CAGE Legal Business Name (blank) (blank) Highest Level Owner CAGE Legal Business Name (blank) (blank) Executive Compensation m - Registrants In the System for Award Management(SAM)respond to the Executive Compensation questions In accordance with Section 6202 of P.L.110-252,amending the Federal Funding Accountability and Transparency Act(P.L.109-282).This Information Is not displayed In SAM.It Is sent to USAspending.gov for display in association with an eligible award.Maintaining an active registration In SAM demonstrates the registrant responded to the questions. Proceedings Questions Registrants in the System for Award Management(SAM)respond to proceedings questions in accordance with FAR 52.209-7,FAR 52.209-9,or 2.C.F.R.200 Appendix XII.Their responses are not displayed In SAM.They are sent to FAPIIS.gov for display as applicable.Maintaining an active registration in SAM demonstrates the registrant responded to the proceedings questions. Active Exclusions Records? No �� -a� � is— �c»t .,� ��,. _ t' � ..•. '� :��d:,t�..�.�m I authorize my entity's non-sensitive information to be displayed in SAM public search results: Yes �.�_:;i :. N.s —,�� -<„F,s:a� _ ' 'ra - :r, �,.`UtFf ., S..,a rri ,+.' ,�0 Business Types Entity Structure Entity Type Organization Factors Corporate Entity(Tax Exempt) Business or Organization (blank) Profit Structure Non-Profit Organization Page 862 of 1598 haps://sem gov/entity/QhCKQAAiVDMJ7/careData?status=Active Page I aft Last updated byKathleea Hishmeh on Oct 21,2021 at 02:49 PM AID TO VICTIMS OFDOMESTICABUSEINC Socio-Economic Types Check the registrant's Reps&Certs,If present,under FAR 52.212-3 or FAR 52.219-1 to determine if the entity fa an SBA-certified HUBZone small business concern.Additional small business Information may be found In the SBA's Dynamic Small Business Search If the entity completed the SBA supplemental pages during registration. I-Financial Information Accepts Credit Card Payments Debt Subject To Offset yes NO EFT Indicator CAGE Code 0000 4AWC9 I Points of Contact Electronic Business A PO Box 6161 PAMELA OBRIEN Delray Beach,Florida 33482 United States Government Business P. PO Box 6161 PAMELA OBRIEN Delray Beach,Florida 33462 United States KATHLEEN HISHMEH PO Box 6161 Delray Beach,Florida 330.82 United States Past Performance PO Box 6161 PAMELA OBRIEN Delray Beach,Florida 33482 United States KATHLEEN HISHMEH PO Box 6161 Delray Beach,Florida 33482 United States (,Service C11 lassittcatior,0 NAICS Codes Primary NAICS Codes NAICS Title Qisasfer Response This entity does not appear in the disaster response registry. Page 863 of 1598 hltps://sam.gov/enfiry/Q6CKQAAYVDMJ7/careDa[a?status=Active Page 2 of 2 Subreciplent GrantrCriteria Applicant Name:AVDA m Activity Need and (0-7 points) (8-14 points) (15-20 points) 20 points Available Justification Explanation: A description on how The description and There is a clear The activity will be ithe program justification on how focus on how the evaluated in terms of addresses an the program or program will the justification of the identified need was service addresses I address the need. need for the activity in not included in the the identified need The applicant has the community. application. is vague and provided The proposed program somewhat unclear. satisfactory i or services responds to There was moderate justification of the a need in the evidence supporting need for the 14 Points community. causal conclusions activity. There was The applicant has and positive findings strong evidence identified how the on one or more supporting causal evidence-based intended outcomes. conclusions and program or service positive findings on addresses the need. one or more intended outcomes. P •. INy e Risk Assessment (0-7 points) (8-14 paints) (15-20 points) 20 Points Available Explanation: Applicant was not Applicant Applicant was able Applicants are expected able to successfully demonstrated the to clearly and to demonstrate that demonstrate the experience,staff successfully they are eligible, experience, staff capacity and ability demonstrate the capable, have the staff capacity and ability to comply with experience, staff capacity,experience to comply with the some of the capacity and ability with the proposed necessary requirements for to comply with all project and responsible requirements for receipt of federal the necessary in the management of management of funds pertaining to requirements for federal funds. federal funds. fiscal and the receipt of Fiscal and administrative ( administrative federal funds. 1S points oversight, internal oversight, and/or Documentation was 1 controls, policies, internal controls, provided related to procedures must be policies and experience in fiscal clearly documented. procedures. and administrative oversight, internal controls and policies and procedures. i Page 864 of 1598 Subreciplent GrantScoring - Equity (0-3 points) (4-6 points) „. (7-10 paints) 10 Paints Available Explanation: A description on how The description on j There is a clear The applicant provides a the project will reach how the project will focus on how the description on how the underserved $ reach underserved project will reach project aims to reach populations was not populations is vague underserved underserved included in the or somewhat populations. populations. application. unclear. The applicant The applicant demonstrated that �—Points demonstrate that is is working with working with other other organizations organizations in a in a cooperative cooperative effort on effort on the the program or service. program or service. WAM- Future Model (0-7 points) (8-14 points) (15-20 points) 20 Points Available Sustainability and Support Explanation: The answer is vague The answer includes The answer is clear The applicant describes or does not include intended project and includes the intended outcome intended project outcomes, intended project of the project and how outcomes. Explanation on how outcomes.There is a project success would Explanation on how sustainability can be strong explanation be measured. sustainability can be achieved is there, on how The proposal describes achieved is weak. but somewhat sustainability can be 14 Points how sustainability can There is no plan for unclear.The plan for achieved over a long be achieved to continue handling ongoing handling ongoing period of time and the services after CDBG expenses. expenses is vague. how any ongoing funds have been spent. expenses will be handled. Activity Management& (0-5 points) (5-10 points) (11-15 points) 25 Points Available Implementation Explanation: Goals and objectives Goals,objectives, Goals and objectives-11 i Applicants have are vague or are not and resources are are clear and provided included. Resources documented, and achievable given the documentation and necessary to implementation of availability of information showing the implement the the proposed necessary resources goals,objectives,and proposed activity are activity may not be for the operation 14 Points resources needed to not listed, not clear, feasible given the and maintenance of implement the and/or not available. type and availability the activity. proposed activity are of resources. available and ready. Page 865 of 1598 CDBG NOW i i r - Scoring Criteria Cost Reasonableness (0-5 points) �6-10 points) (11-15 points} 15 Points Available and Effectivenessi Explanation: The budget The budget The budget The activity will be document was document was document was evaluated in terms of its incomplete and did complete but the complete and the impact on the identified not adequately applicant did not applicant provided need, its capture the provide the all the necessary implementation costs necessary budget necessary information and and budget funding information or information for justification for the request relative to the provide justification justification for the level of funding financial and human for the level of level of funding requested. resources. Evaluation funding requested. requested. will include the cost 5 Points incurred per person or per unit and the justification for a particular level of funding. Programs that are requesting support of administrative costs can range from 0-15%. Total Points: 72 Reviewer Name:John Durgan„ Reviewer Title: Economic Develo ment Mana er - Page 866 of 1598 Subreciplent Grant - Scoring Criteria Applicant Name:Aid to Victims of Domestic Abuse, Inc. ' 'M MEMM Activity Need and (0-7 points) (8-14 points) (15-20 points) 20'Points`Available Justification Explanation. A description on how The description and There is a clear The activity will be the program justification on how focus on how the f evaluated in terms of addresses an the program or program will the justification of the identified need was service addresses address the need. need for the activity in not included in the the identified need The applicant has the community. application. is vague and provided The proposed program somewhat unclear. satisfactory or services responds to There was moderate ( justification of the i a need in the evidence supporting need for the — points community. causal conclusions activity. There was The applicant has and positive findings strong evidence identified how the on one or more supporting causal i evidence-based intended outcomes. conclusions and program or service positive findings on addresses the need. one or more intended outcomes. Risk Assessment (0-7 points); (8-14 points) (15-20 points) 20 Points Available Explanation: Applicant was not Applicant Applicant was able Applicants are expected able to successfully demonstrated the to clearly and to demonstrate that demonstrate the experience, staff successfully they are eligible, experience, staff capacity and ability demonstrate the capable, have the staff capacity and ability to comply with experience, staff capacity,experience to comply with the some of the capacity and ability with the proposed necessary requirements for to comply with all project and responsible requirements for receipt of federal the necessary in the management of management of funds pertaining to requirements for federal funds. federal funds. fiscal and the receipt of Fiscal and administrative administrative federal funds. oversight, internal oversight, and/or Documentation was —$Points controls, policies, internal controls, provided related to procedures must be policies and experience in fiscal clearly documented. procedures. and administrative oversight, internal controls and policies I and procedures. t I' Page 867 of 1598 CDBG NOFO Subrecipient Grant - Scoring Criteria AW, Equity (0-3 points) (4-6 points) (7-10 points) 10 Paints Available Explanation: Explanation: A description on how The description on There is a clear The applicant provides a the project will reach how the project will focus on how the description on how the underserved reach underserved project will reach project alms to reach populations was not populations is vague underserved underserved included in the or somewhat populations. populations. application. unclear. The applicant The applicant demonstrated that Points demonstrate that is is working with working with other other organizations organizations in a in a cooperative cooperative effort on effort on the the program or service. program or service. 1-1 1 - . -a, Future Model (0-7 points) (8-14 points) (15-20 points) 20 Points Available Sustainability and Support Explanation: The answer is vague The answer includes The answer is clear The applicant describes or does not include intended project and includes the intended outcome intended project outcomes. intended project of the project and how outcomes. Explanation on how outcomes.There is a project success would Explanation on how sustainability can be strong explanation be measured. sus't i ri�ability can be achieved is there, on how "TOOPoints The proposal describes achieved is weak. but somewhat sustainability can be how sustainability can There is no plan for unclear.The plan for achieved over a long be achieved to continue handling ongoing handling ongoing period of time and the services after CDBG expenses. expenses is vague. how any ongoing funds have been spent. i expenses will be - I handled.- NMI ii 'NMI MOW ActiviManagement g e ment 8 (0-5 points) (6-10 points) (11-15 poi Available Implelrtation Explanation: Goals and objectives Goals,objectives, Goals and objectives Applicants have are vague or are not and resources are are clear and provided included. Resources documented,and achievable given the documentation and necessary to implementation of availability of information showing the implement the the proposed necessary resources goals, objectives,and proposed activity are activity may not be for the operation J14 Points resources needed to not listed, not clear, feasible given the and maintenance of implement the and/or not available. type and availability the activity. proposed activity are of resources. available and ready. Page 868 of 1598 ipient Grant - Scoring Criteria Cost Reasonableness (0-5 points) (6-10 points) (11-15 points) 15 Points Available and Effectiveness Explanation. The budget The budget The budget The activity will be document was document was document was evaluated in terms of its incomplete and did complete but the complete and the impact on the identified not adequately applicant did not applicant provided need, its capture the provide the all the necessary implementation costs necessary budget necessary information and and budget funding information or information for justification for the request relative to the provide justification justification for the level of funding financial and human for the level of level of funding requested. resources. Evaluation funding requested. requested. will include the cost 4,?-Points incurred per person or per unit and the justification for a particular level of funding. Programs that are requesting support of administrative costs can range from 0-15%. s ..�.�.,.�. �„u.......... Total Points. m Reviewer Name: 1 ` " IIC C 1 IF"' x Reviewer Title: '� 4ppi C., l -n 9-y3j, Vy E s adeLxj Page 869 of 1598 c ient Grant - Scoring Criteria Applicant Name:Aid to Victims of Domestic Abuse, Inc. Activity Need and (0-7 points) ($-14 points) (15-24 points) 20 Points Available Justification Explanation: A description on how The description and There is a clear The activity will be the program justification on how focus on how the evaluated in terms of addresses an the program or program will the justification of the identified need was service addresses address the need. need for the activity in not included in the the identified need The applicant has the community. application. is vague and provided The proposed program somewhat unclear. satisfactory or services responds to There was moderate justification of the a need in the evidence supporting need for the —18— Points community. causal conclusions activity. There was The applicant has and positive findings ! strong evidence identified how the on one or more supporting causal evidence-based intended outcomes. conclusions and program or service positive findings on addresses the need. one or more intended outcomes. Risk Assessment (p 7 points) (8-14 points) (15-20 points) 20 Points Available Explanation: Applicant was not Applicant Applicant was able Applicants are expected able to successfully demonstrated the to clearly and to demonstrate that demonstrate the experience, staff successfully g they are eligible, experience,staff capacity and ability demonstrate the capable, have the staff capacity and ability to comply with experience, staff capacity, experience to comply with the some of the capacity and ability with the proposed necessary requirements for to comply with all project and responsible requirements for receipt of federal the necessary in the management of management of funds pertaining to requirements for federal funds. federal funds. fiscal and the receipt of Fiscal and administrative administrative federal funds. 18 points oversight, internal oversight, and/or Documentation was — controls, policies, internal controls, provided related to procedures must be policies and experience in fiscal clearly documented, procedures. and administrative oversight, internal controls and policies and procedures. Page 870 of 1598 CDBG NOW Subreciplent Grant - Scoring Criteria Equity (0-3 points) (4-6 points) (7-10 points) 10 Points Available Explanation: A description on how The description on There is a clear The applicant provides a the project will reach how the project will focus on how the description on how the underserved reach underserved project will reach project aims to reach populations was not populations is vague underserved underserved included in the or somewhat populations. populations. application. unclear. The applicant i 9 Paints The applicant demonstrated that demonstrate that is is working with working with other other organizations organizations in a in a cooperative cooperative effort on effort on the the program or service. program or service. 7(07p!utuie Modeloints); (8-14 points) (15-20 points) 20 Points Available Sustainability and Support Explanation: The answer is vague The answer includes The answer is clear The applicant describes or does not include intended project and includes the intended outcome intended project outcomes. intended project of the project and how outcomes. Explanation on how outcomes.There is a project success would Explanation on how sustainability can be strong explanation be measured. sustainability can be achieved is there, on how The proposal describes achieved is weak. but somewhat sustainability can be —iG Points how sustainability can There is no plan for unclear.The plan for achieved over a long be achieved to continue handling ongoing handling ongoing period of time and the services after CDBG expenses. expenses is vague. how any ongoing funds have been spent. expenses will be handled. Activity Management& (0-a points], (6-10 points) (11-15 points) 15 Points Available Implementation .", su Explanation: Goals and objectives Goals,objectives, Goals and objectives Applicants have are vague or are not and resources are are clear and provided included. Resources documented,and achievable given the documentation and necessary to implementation of availability of information showing the implement the the proposed { necessary resources goals,objectives, and proposed activity are activity may not be ( for the operation 15—Points resources needed to not listed, not clear, feasible given the and maintenance of implement the I and/or not available. type and availability the activity. proposed activity are of resources. available and ready. i Page 871 of 1598 ® Criteria _ _ MINE VIDEO y Cost Reasonableness (0-5 points) (6-1Q points) (11-1.5 poi0) ' 15 Paints Available and Effectiveness Explanation: The budget The budget The budget The activity will be document was document was document was i evaluated in terms of its incomplete and did complete but the complete and the impact on the identified not adequately applicant did not applicant provided need, its z capture the provide the all the necessary implementation costs necessary budget necessary information and and budget funding information or information for justification for the request relative to the provide justification justification for the level of funding financial and human for the level of level of funding requested. resources. Evaluation funding requested. requested. will include the cost 13 Points incurred per person or per unit and the justification for a particular level of funding. Programs that are requesting support of administrative costs can range from 0-15%. Total Points: 89 Reviewer Name: Rebecca Harve Reviewer Title: Sustainability Coordinator Page 872 of 1598 The City ofBoynton Beach FINANCIAL I COMMUNITY IMPROVEMENT i l l h9 100 E.Ocean Avenue Boynton Bench,Florida 33425 TEL:561.742.63 59 ®,bo nton each. rc June 20, 2022 Ms. Kathleen Hishmeh, C.O.O. Aid to Victims of Domestic Abuse, Inc. P.O. Box 6161 Delray Beach, FL 33482 Re: Community Development Block Grant(CDBG) Funding FY 2022/2023 Dear Ms. Hishmeh: This letter is in regards to your application for CDBG funds for the Fiscal Year 202212023. The CDBG Application Review Committee assessed your application and based on their scoring and funding availability, I regret to inform you that your application was not recommended for funding at this time. Thank you for taking the time to apply. I wish you success in your efforts. Very Respectfully, 4*mirez Community Improvement Manager Page 873 of 1598 Irl � { s n Pkv $ ; t i a, '� LM cn LL. } y I 0 G N }I ') t um um , G U)zllli f ¢Of! ,� t N i 1 i e AS T V/ T W V m f� O U �.�i •� (3) (3) �' o •� o L au• 0 o > U -0_0 N � 4A � •— " a 0 +� c� 0 1K +, m •_ �, _O U +� -0 � p V E +� O _0 � i O (� O � M p Q —0 Z -0 V) (3) (AZ) j t O (A O i o (10 � fi (3) A O +� O U c c I, 4A i- U +-+ � +-+ � O .�.r > O U +� v� p >, ' Lb > _� �� a--� — (3) U•(3) i +J N N �' � (n E bn _ b Uco — N U , �— o � o > U i (3) (3)U C) U— � CL —0 U— i, � t Q _ 1 \ S 151 W rV U .}.J U �i4� ,�ptl9 i �lsYt4 t 0 L •N �i_J 0 i} a' a; L 0 E v _0 0CL cn f N s Uro �. ._ CL CrCL _O •Q L — s� ca E f +� O E " 0 >.Cr (/) 'N 3 -a L ;` if ' { _0 a� i O •— = N cn o _ 0 j t 4A O a •_ 0 � y. ro O ° ._ V) f CC37 L _ � .O - �, 0 .O V _ 4—J ro ro C6 , CL N ❑ ❑ ❑ a 0 s '; {4 � i f U to Ln Ln Ln Ln •� < L O , cn Q � °C cn _ Q 01` r _0 z Ln Q �, Ln Ln cn LnOLnLn O Q �, � j t ss U L W CSD cn 0 Ln Ln Ln v 1 -0 Q : cn O = U Q 4 Ib , LnE E O L — O P U cn N y'k �U _0 i71 Ln rI4 O O f = DC N N LL LL , 3, t� Ln Ln v' cn 4-j -o L O I Ig4-J Ln �. w O _0 4-J O y- 0 Q (DU C6 Ln O 00 Ln , b c C) C6 U _0U OLn O � y Q (` 4– J 4--r 4-J ~—o `� O • 4-J A� L 4– Ln 1 Ln Ln _ Ln -0 -01 • O E O h Hl ' C: 4J y •� CT : Ln ,.., -0 O O Q 4J :� O �; - h a DC UO o -4-J v i, �1– — C: O s- O pO O (D (D >, cc °J O = • _0 CL 0O Ln _ m ( aA . 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Consent Agenda 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Proposed Resolution No. R22-101 -Approve Third Amendment to Community Development Block Grant (CDBG) Citizen Participation Plan, to modify Consolidated Plan amendment section, to adjust threshold for invoking substantial program amendment, changes required per federal regulations at 24 CFR Part 91.220, regarding changes to the Annual Action Plan. Explanation of Request: The City has revised the CDBG Consolidated Plan's Citizen Participation Plan to modify the Consolidated Plan Amendment section (Page 2) to adjust threshold for invoking substantial program amendment changes required per federal regulations at 24 CFR Part 91.220 regarding changes to the Annual Action Plan. 1. A substantial amendment to the Consolidated Plan shall be defined as the elimination of a previously approved activity or a reduction in funding (by more than�e 50%) of a previously publicized activity in order to accommodate the funding of another Community Development Block Grant (CDBG) eligible activity. In accordance with 24 CFR 91.105 (3) "Citizen Participation", citizens had a reasonable opportunity to comment on the original citizen participation plan and on the third amendment. How will this affect city programs or services? Adjusting the threshold required for substantial amendment will streamlined the CDBG process when (re)allocating funds to another CDBG eligible activity. Fiscal Impact: N/A Alternatives: No to approve Third Amendment to CDBG Citizen Participation Plan. Strategic Plan: Strategic Plan Application: N/A Climate Action Application: N/A Is this a grant? Grant Amount: Page 885 of 1598 Attachments: Type Description D Resolution Resolution approving Third Amendment to the CDBG Citizen Participation Plan D Addendum CDBG Citizen Participation Plan Third Amendment D Addendum Proof of Publication ® Citizen Participation Plan Amendment Page 886 of 1598 I RESOLUTION R22-101 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 4 APPROVING THIRD AMENDMENT TO COMMUNITY DEVELOPMENT 5 BLOCK GRANT (CDBG) CITIZEN PARTICIPATION PLAN, TO MODIFY 6 CONSOLIDATED PLAN AMENDMENT SECTION, TO ADJUST 7 THRESHOLD FOR INVOKING SUBSTANTIAL PROGRAM 8 AMENDMENT;AND PROVIDING AN EFFECTIVE DATE. 9 10 11 WHEREAS,the City has revised the CDBG Consolidated Plan's Citizen Participation Plan 12 to modify the Consolidated Plan Amendment section (Page 2) to adjust threshold for invoking 13 substantial program amendment changes required per federal regulations at 24 CFR Part 14 91.220 regarding changes to the Annual Action Plan; and 15 WHEREAS, a substantial amendment to the Consolidated Plan shall be defined as the 16 elimination of a previously approved activity or a reduction in funding (by more than 20% 50%) 17 of a previously publicized activity in order to accommodate the funding of another Community 18 Development Block Grant (CDBG) eligible activity; and 19 WHEREAS, adjusting the threshold required for substantial amendment will 20 streamlined the CDBG process when (re)allocating funds to another CDBG eligible activity; and 21 WHEREAS, the City Commission of the City of Boynton Beach deems it in the best 22 interest of the citizens and residents of the City to Approve Third Amendment to Community 23 Development Block Grant (CDBG) Citizen Participation Plan, to modify Consolidated Plan 24 amendment section, to adjust threshold for invoking substantial program amendment. 25 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF 26 BOYNTON BEACH, FLORIDA, THAT: S:ACA\RESO\Approve Third Amendment to CDBG Citizen Participation Plan-Reso.docx 1 Page 887 of 1598 27 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 28 being true and correct and are hereby made a specific part of this Resolution upon adoption 29 hereof. 30 Section 2. The City Commission hereby approves the Third Amendment to 31 Community Development Block Grant (CDBG) Citizen Participation Plan, to modify 32 Consolidated Plan amendment section, to adjust threshold for invoking substantial program 33 amendment, a copy of the third Amendment is attached hereto as Exhibit "A". 34 Section 3. This Resolution will become effective immediately upon passage. 35 PASSED AND ADOPTED this day of July, 2022. 36 CITY OF BOYNTON BEACH, FLORIDA 37 38 YES NO 39 40 Mayor—Ty Penserga 41 42 Vice Mayor—Angela Cruz 43 44 Commissioner—Woodrow L. Hay 45 46 Commissioner—Thomas Turkin 47 48 Commissioner—Aimee Kelley 49 50 VOTE 51 ATTEST: 52 53 54 55 Maylee De Jesus, MMC 56 City Clerk 57 58 59 60 (Corporate Seal) S:ACA\RESO\Approve Third Amendment to CDBG Citizen Participation Plan-Reso.docx 2 Page 888 of 1598 CITY OF BOYNTON BEACH COMMUNITY DEVELOPMENT BLOCK GRANT CITIZEN PARTICIPATION PLAN AMENDED 3/7/13 (1ST AMENDMENT) AMENDED 6/9/20 (2ND AMENDMENT) Proposed Amendment: 311 Amendment (page 2)—July 19, 2022—Citizen Participation Plan update to modify Consolidated Plan amendment section to adjust threshold for invoking substantial program amendment changes required per federal regulations at 24 CFR Part 91.220 regarding changes to the Annual Action Plan. Applicability and Adoption The following Citizen Participation Plan has been developed in compliance with 24 CFR 91.105. The plan sets forth the City's policies and procedures for Citizen Participation as it relates to the federally required Consolidated Plan (all references to the Consolidated Plan also applies to the Annual Action Plan). The City of Boynton Beach will exert every effort to make sure that all citizens of the community, including members of racial and ethnic minorities, persons with limited English Proficiency, and people with disabilities will be vigorously encouraged to participate in all planning stages of the consolidated planning process, substantial amendments to the plan, and performance review process, as specified in 24 CFR 91.105 (a) (2) (ii). The City especially encourages participation by citizens of low, very low and extremely low-income neighborhoods (particularly those within the CDBG target areas). In the absence of its own Housing Authority, the City of Boynton Beach also encourages consultation with the Palm Beach County Housing Authority, The Delray Beach Housing Authority, the City of West Palm Beach Housing Authority, the participation of tenants of the Authority's developments, residents of Section 8 subsidized housing, minorities and non-English speaking persons, persons with mobility, visual, and hearing impairments. Adoption of the Consolidated Plan 1. Prior to adoption of the Consolidated Plan, the City of Boynton Beach will make available to citizens, public agencies, and other interested parties information that includes the amount of assistance the City expects to receive (including grant funds and program income) and the range of activities that may be undertaken, including I Page 889 of 1598 the estimated amount that will benefit persons of low, very low, and extremely low income. This information will be disseminated through the following methods: • Churches, synagogues, and other religious institutions • Nonprofit social service agencies which provide services to residents of CDBG area • Day care centers with high populations of persons with limited English Proficiency • Newspapers of general circulation and city website • Newspapers and radio stations marketed specifically to citizens with limited English proficiency The City of Boynton Beach will also use the city's utility billing system as a way of marketing CDBG affected programs. 2. To assure the public adequate time and opportunity to comment on the contents of the Consolidated Plan, the City shall publish notice of the proposed Plan in the local newspaper and shall make copies available for public inspection at the Public Library and City Hall. The notice shall describe the purpose of the Plan and shall include the location where copies of the Plan may be fully examined. Upon request, copies of the Plan shall be made available to groups and citizens at no charge. 3. One public hearing shall be held during the development of the Consolidated Plan. 4. A period of not less than 30 days shall be established to receive comments from citizens on the Consolidated Plan. 5. The City shall consider any comments or views of citizens received in writing, or verbally at the public hearing, in preparing the final version of the Plan. A summary of these comments or views not accepted and the reasons, therefore, shall be attached to the final Consolidated Plan. Amendments to the Consolidated Plan 1. A substantial amendment to the Consolidated Plan shall be defined as the elimination of a previously approved activity or a reduction in funding (by more than 2-8 - 50%) of a previously publicized activity in order to accommodate the funding of another Community Development Block Grant (CDBG) eligible activity. 2. The City shall publish in a local newspaper, details of the substantial amendment and provide the public with adequate time to comment on the amendment. The 2 Page 890 of 1598 public shall be provided with not less than 30 days to provide comments prior to implementation of the amendment per 24 CFR 91.105(c)(2). 3. The City shall consider any comments or views of citizens received in writing, or verbally at public hearings, if any, in preparing the substantial amendment to the Consolidated Plan. A summary of these comments or views and a summary of any comments or views not accepted and the reasons, therefore, shall be attached to the substantial amendment to the Consolidated Plan. Performance Reports 1. The City shall provide the public with reasonable opportunity to comment on performance reports by publishing in the local newspaper the availability of said reports and providing the public with not less than 15 days to comment on the reports, prior to submission to HUD. 2. The City shall consider any comments or views of citizens received in writing, or verbally at public hearings preparing the performance report. A summary of these comments or views shall be attached to the performance report. Public Hearings 1. The City shall provide for at least two public hearings per year to obtain citizens' and public agencies' views and comments. One public hearing shall be held at an appropriate time of the program year so that citizens may review program performance, and another hearing shall be held prior to submission of the Consolidated Plan in order to provide opportunity for citizens to comment on housing and community development needs and to review proposed uses of funds. 2. At least a one-week advance notice of each public hearing shall be provided to the public. These notices shall be published in a local newspaper. 3. Public hearings shall be held at times and locations convenient to potential and actual beneficiaries and in accordance with the provisions of the ADA with accommodations for persons with disabilities and auxiliary aids or services will be provided upon request with at least three (3) days notice. Hearing impaired citizens may contact the Community Improvement Department of the City of Boynton Beach at (561)742-6066 through the Florida Relay Service numbers at (800) 955-8771 (TTY) or (800) 955-8770 (Voice) for assistance. 4. The City will provide appropriate auxiliary aides and services that are necessary to afford individuals with hearing and vision impairments an equal opportunity to access and participate in such hearings. These may include effective methods that make aurally delivered information available to individuals who are deaf or hard of 3 Page 891 of 1598 hearing, and visually delivered materials available to individuals who are blind or have low vision. The type of auxiliary aid or service necessary to ensure effective communication will vary in accordance with the method of communication used by the individual; the nature, length, and complexity of the communication involved; and the context in which the communication is taking place. In determining what types of auxiliary aids and services are necessary, a public entity shall give primary consideration to the requests of individuals with disabilities. To be effective, auxiliary aids and services must be provided in accessible formats, in a timely manner, and in such a way as to protect the privacy and independence of the individual with a disability 5. These public hearings shall be held during convenient hours at City Hall or public facilities located within the CDBG target areas. 6. Interpreters shall be provided upon request. Meetings Reasonable and timely access to local meetings shall be provided to the public. Availability to the Public In accordance with the Americans with Disabilities Act, the adopted consolidated Plan, substantial amendments, and performance reports may be obtained in an alternative format. To obtain an alternative format of either document people may contact the Division of Community Improvement, 100 East Ocean Avenue, Boynton Beach, Florida, 33435. Telephone (561)742-6066. Access to Records The City shall provide citizens, public agencies, and other interested parties with reasonable and timely access to information and records relating to the Consolidated Plan and the use of funds under programs covered by 24 CFR Part 91 during the preceding five years. Technical Assistance The City shall provide technical assistance to groups representative of persons of low, very low and extremely low income that request such assistance in developing proposals for funding under any of the programs covered by the Consolidated Plan, with the level and type of assistance determined by the City of Boynton Beach. The assistance need not include the provision of funds to the group. 4 Page 892 of 1598 Complaints Complaints relating to the City's Consolidated Plan, Amendments and Performance Reports should be submitted in writing to: The City of Boynton Beach Financial Services Department Community Improvement Division 100 East Ocean Avenue Boynton Beach, Florida 33435 The City shall respond to all written complaints and grievances within 15 working days, when practical. 5 Page 893 of 1598 The Galr*W le Sun I The Ledger Dal ycommerdal l ovale StLZge er PO Box 631244 Cincinnati,OH 45263-1244 News Chief I Herald-Tribune News Herald I The Palm Beach Post WrthW'eSt Flodda Dally News PROOF OF PUBLICATION Boynton Beach;City Of Boynton Beach;City Of PO BOX 310 BOYNTON BEACH FL 33425 STATE OF FLORIDA,COUNTY OF PALM BEACH The Palm Beach Post,a daily newspaper printed and published in the city of West Palm Beach and of general circulation in Palm Beach,Martin,Okeechobee and St Lucie Counties,Florida;and personal knowledge of the facts herein state and thatthe notice hereto annexed was Published in said newspapers in the issues dated or by publication on the newspaper's website,if authorized, on: 07/0112022 and that the fees charged are legal, Sworn to and subscribed before on 07/01/2022 — Legal Clerk Notary,State N�<r*ounty of Br bwn r" My commision expires Publication Cost: $258.78 Order No: 7468866 #of Copies: Customer No: 730348 1 PO#: THIS IS NOT AN INVOICE! Please do not use this form forpayment remitlance. VICKY FELTY Notary Public Sfiate of Wisconsin L Page 1 of 1 Page 894 of 1598 _ -04 C, 0) CO N = CU . C CU N y 0 _' 0 O O O U C O +r ca �� CZCu Q0 '0 � 0 O i 'OM � m C LCA O N i-- �- M c ,� r C E E p C cz 0 C� O O L >• !/� � O G 0 CZ N C 0 E2 LJi. c N J 0- .�C r .CU _� . C� O O o = J O .0 Z m cz .0 c U E P Co 0 N Z p a c L a- cn m ca 0 W a� o Z O .V`o c O O m o � c .ap o �' ' N IL yN Q'O U CU �"' 0 Co'C O Ca �O _a _ _ _ O ,C = IL r� cc E V 0 •U Ott �+= CU 0 D C0 Q 0 i tE c'O/) N O O U m ' ��., ~ F� '� +Z�+ O C8 E ca N ca O ca 0) cn _ •cz o m O CU N ccn ,0 ca 0) N > N — L = LL c=a W c +r = +r = D� c Q C� o c toc LU Ev Go LU cu � � � � � cz cE CL EC Oca c � L � 4- S90 WWW 'moo cz ca N O , LLI p ca a� •o CZ cm u. � •G• •� � o � Coo � � paU a >. E c Z Z � 0 CD cu •.E v as L o o c � o ocs LO E c .to CIO C N C C '0 U 0 c c CU E C p E CU 000 � � c�av p ., .� oca � o:PN .y � ov y-- � E Z V to .N � O U CU 0 O .� �� E O CZ +r V > 00 N c l 0 - to EO p O cz O •0) E � i N V Ca CU , U- � c ca +� — c Q cc E o c LL vEo }' o � Q c -oc .°� Nom Ea .0 -lj LO V CU •� N y. N ` Q oQ — cz E o �m c� coo o E E oM .... U .v ,cn o c ca a� V m � � � co � +- 0 w 0 � co CU C v CO � .Eo < ca ca cz p — +rm +r c CD CD ni o � � � ccU c >. c Uc _ ca �. a CD to va �, < C.) v� c -0 CD U cn CD cz o a N M •0 E m �� ' c c� CD L CU Cn 0 E C N cz E N '� - V p O N U C m E E CU i 0 U Ln aj C O 0 _ C i V C CU U .p O Q CZ CZ m a CA E r .0 CU .� W __ ca o a� c c , E >. ni _ .c ca E c o >,�ca C E O .0 O .- _ O 0 O �"� i C = O O O E 1 ca �- I— C..0 a C. r Q U C.0 m C.0 ca LL. U Q �— m W 6.F. Consent Agenda 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Legal Expenses- May, 2022 - Information at the request of the City Commission. No action required. Explanation of Request: Outside Counsel invoices received through Risk Management are also included. How will this affect city programs or services? n/a Fiscal Impact: These items are budgeted in FY 21/22. Alternatives: n/a Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Type Description D Attachment Goren Cherof Doody & Ezrol May 2022 Invoices D Attachment Goren Cherof Doody & Ezrol May 2022 Risk Litigation Invoices D Attachment Outside Counsel Geraci May 2022 D Attachment Outside Counsel Readon May 2022 D Attachment Outside Counsel McFadden May 2022 D Attachment Roberts Reynolds- Smith vs Police Officers- on Page 896 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-0603180 Boynton Beach FL 33435 STATEMENT NO: 42134 Attn: Lynn Swanson LABOR- General HOURS 05/01/2022 JAC Conference call with Mayor regarding interim city manager agreement, Review, revise, and return draft 1.50 05/03/2022 JAC Continue review discussion and preparation of employment contract for interim city manager; discuss same with Julie Oldbury; Review captains bargaining unit collective bargaining agreement and return comment to Julie Oldbury 1.80 JAC Preparation/calls regarding employment agreement for interim city manager 0.50 05/16/2022 JAC Review issues regarding firefighters pension modification of drop plan and collective bargaining of same; follow up research regarding elimination of continued participation in retirement plan following retirement 1.80 05/23/2022 JAC Review Anderson EEOC position statement 0.60 05/24/2022 JAC Review Anderson EEOC response per Julie Oldbury request; review I AFF collective-bargaining agreement; 1.10 05/26/2022 JAC Review disciplinary records; attend predetermination conference; assist Julie Oldbury in drafting last chance agreement 2.00 05/27/2022 JAC Participate in status conference call and prepare checklist for transition of collective bargaining agreements, pending disciplinary cases, and pension freeze or closure; research regarding latter 2.30 FOR CURRENT SERVICES RENDERED 11.60 2,610.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL JAMES A. CHEROF 11.60 $225.00 $2,610.00 TOTAL CURRENT WORK 2,610.00 BALANCE DUE $2,610.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 897 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-0806020 Boynton Beach FL 33435 STATEMENT NO: 42135 Attn: Lynn Swanson Red Light Cameras HOURS 05/02/2022 MDC review emails on status of NOls 0.30 PE Updated tracking log. Updated SHB calendar. Communicated with PD regarding violator addresses. 1.80 05/06/2022 PE Sort organized subpoenas for 6/14/2022 and 7/14/2022 hearing. Looked up 110 cases on the clerks website. Updated tracking log. Resent returned mail. 7.50 05/09/2022 PE Updated tracking log, Sort and organized subpoenas for 6/14/22hearing 1.20 05/10/2022 HN Review of 22 Notice of Intent to rely. Email to Patricia Eugene with edits. 1.00 PE Prepared 22 notices for 6/14/2022 hearing for HN approval. Changed signature block, converted to PDF/A and e-filed. 4.30 05/14/2022 PE Sort organized and prepared 15 notices for 6/14/2022 hearing. 3.00 05/15/2022 PE Prepared 30 notices converted to PDF/A 2.00 05/16/2022 HN Review of draft NOls. Email exchange re: red light camera hearing on 6/14. 0.30 PE Updated tracking log. Changed the signature on 30 notices. Converted to PDF/A and e-filed. 3.60 05/20/2022 HN Review of 5 NOls 0.20 PE Prepared notices for 6/14/2022 hearing. Sent prose notices to printer for mailing. Sort and organized notices for 7/12/2022 hearing. Updated tracking log. 6.00 05/23/2022 PE Updated tracking log. Updated SHB calendar. Converted 5 notices to PDF/A and e-filed. Sent prose notices to printer for mailing. 3.00 FOR CURRENT SERVICES RENDERED 34.20 4,455.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL MICHAEL D. CIRULLO 0.30 $225.00 $67.50 HEATHER NEEDELMAN 1.50 225.00 337.50 PATRICIA EUGENE 32.40 125.00 4,050.00 Photocopies 2.10 Page 898 of 1598 Page: 2 CITY OF BOYNTON BEACH 06/02/2022 ACCOUNT NO: 306-0806020 STATEMENT NO: 42135 Red Light Cameras TOTAL EXPENSES THRU 05/31/2022 2.10 TOTAL CURRENT WORK 4,457.10 BALANCE DUE $4,457.10 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 899 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9001821 Boynton Beach FL 33435 STATEMENT NO: 42136 Attn: Lynn Swanson General Matters HOURS 05/02/2022 MDC review materials, attend staff meeting; review items for height item; review agenda and meet with Mayor Penserga 4.60 DS Reviewed memo re: revised purchasing policy. 0.20 QEM Review and evaluation of facility use agreement for youth orchestra and correspond with Mr. Young re: matter. 1.60 QEM Preparation for and attend City Hall Security meeting. 0.90 05/03/2022 MDC call with Jim, review pending items for commission meeting; meet with staff on height and development issues, misc t/c regarding upcoming agenda, review research on meeting processes; confer with Jim Cherof on strategic planning workshop meeting; prepare for and attend Commission meeting 7.30 DS Researched public meetings rules and code of ordinance sections re: removal from meeting. Drafted email to Palm Bay City Attorney re: policies and procedures. 1.30 HN Review of email from John Durgan re: application for forgivable loan program. Review of application. Phone discussion with John Durgan. Email to John Durgan cc Lynn Swanson. 0.30 QEM Review and respond to email correspondence from Ms. Matos re: E-Z-Go GPS lease. 0.20 QEM Review and discuss with Mr. Cirullo and Ms. Schwabe decorum policies. 1.10 QEM Research and review of state statutes pertaining to harassing phone calls re: call to non emergency police number; draft demand letter. 1.80 SMS Correspondence on publix easemsent. 0.30 CLD Drafted Petition for Destruction of Substances, proposed order, letter to Judge Weiss; email transmission to City. 1.30 JAC Office administration review regarding work in progress and department budget issues; virtually attend city commission meeting; review request for production of public records from Larry Fagan of PBA;Follow up regarding same with Gal Betesh and Bruce Johnson; review follow/response from Michael Rumpf regarding Habitat for Humanity unity of title issue; call with Mike Cirullo regarding new claim/lawsuit involving Officer Sohn 5.70 05/04/2022 MDC follow up with Jim Cherof from May 3, 2022, Commission meeting, review materials for future agenda items 1.40 DS Drafted email to R. Ignoffo re: Behavioral Strides hold harmless. Reviewed Palm Bay revised meeting Policies and Procedures. 0.50 SMS Review Easement Agreement with Oakwood Square; Review of Well#4 Easement Encroachment issue and related correspondence. 0.90 HN Review of Boynton Beach Commercial Property Improvement Forgivable Loan Program Promissory Note. Phone discussion with John Durgan and email with John. 0.20 Page 900 of 1598 Page: 2 CITY OF BOYNTON BEACH 06/02/2022 ACCOUNT NO: 306-9001821 STATEMENT NO: 42136 General Matters HOURS QEM Review of decorum policy research re: City of Palm Bay policy. 1.50 QEM Review and respond to email correspondence re: Boynton Partners code issues. 0.30 JAC Post commission meeting follow up with Lynn Swanson and Mike Cirullo; review future agenda items both listed and unlisted; review emignoli emails; Review and forward Spencer Sax email regarding: development and quantum Park; finalized review of assistant CityAttorney work in progress; review after action report; review status of short term rental and height analysis/memorandum; review public meeting list for discussion with Mike Cirullo; review call from public defender Wesley Wallace regarding return of firearm; discuss same with assistant CityAttorney Brian Sherman; Review ARPA meeting status and coverage; review federal lawsuit/officer Sohn defendant;Review pending trespass warning in decorum drafts and other muni treatment of same; miscellaneous research regarding term of ban from public meetings 5.20 05/05/2022 DS Discussed parking lease with DJD. Reviewed and analyzed parking lease. Reviewed revisions to purchasing manual and memo re revisions. Reviewed and revised behavioral strides agreement. Attended conference with CRA, Andrew Mack, Jeff Burns, re: affiliated development parking lease. 5.50 MDC review and respond to emails on parking agreement with CRA and height limitation presentation, call with Jim Cherof 0.50 QEM Review and evaluation of updated comments re: Recycle Coach Agreement; respond to Ms. Swanson re: same. 1.70 HN Email exchange with John Durgan re: review of promissory note. 0.10 QEM Review and further discussion review of procurement policy with Ms. Schwabe. 0.80 DJD Review Parking Agreement for Development with BB Qoz, LLC (Affiliated); telephone conference call with Kathryn Rossmell. 1.70 BJS Review status of legislative updates, review memos and follow up re: pending legislative memos and review of legislation status, follow up with Lyn Swanson re: Legislative Updates 0.70 JAC Review pending matters with Lynn Swanson and Mike Cirullo; Review piggy back contract issues; review parking lease agreement; Call with F. Malcolm Cunningham regarding Haskell contract and third-party claim issue; search available records regarding same and discuss transaction records with Lynn Swanson 2.80 05/06/2022 MDC review emails on contract review; review materials for strategic planning workshop; review agenda items for May 17 Commission meeting; review agenda for May 20 special meeting 1.30 DS Participated in conference call for parking garage lease with affiliated development and the CRA. Drafted memo re: parking garage lease. Finalized hold harmless agreement for behavioral strides. 3.30 QEM Review and evaluation of Johnson Controls Agreement; respond to Ms. Swanson re: matter. 1.50 05/07/2022 MDC review materials, and City Commission strategic planning workshop 4.00 05/09/2022 MDC continue to review agenda items for May 17 meeting, call with Mike Rump on vacation rentals, review agenda items for 5/17/22 Commission meeting 1.00 Page 901 of 1598 Page: 3 CITY OF BOYNTON BEACH 06/02/2022 ACCOUNT NO: 306-9001821 STATEMENT NO: 42136 General Matters HOURS HN Review of Chronic Nuisance Article in the City's Code of Ordinances. Review of Declaration of Chronic Nuisance for property located at 1213 NW 4th st. Phone discussions with Tanya Guim. Email to Tanya Guim cc Shana Bridgeman with revision. Review of versions of revised Declaration of Chronic Nuisance. 1.40 QEM Review of revised AppleOne Agreement; respond to Ms. Swanson re: matter. 0.50 JAC On-site office administration issues; review status of Pending staff requests and assistant CityAttorney assignments; Review and sign agreements and documents from city commission meeting; file review for retention issues; review draft interim city manager contract; review staff generated height/zoning report 6.00 05/10/2022 MDC Call with Jim Cherof to discuss pending matters, call with Jim Stables on Pension Board meeting 0.60 HN Review of chronic nuisance ordinance and chronic nuisance file in preparation for monthly chronic nuisance meeting tomorrow. 1.30 JAC Preliminary review for agenda issues; follow up emails regarding Saint Marks land transfer proposal; conference call initiated by Andrew Mack regarding PBSO; 3.00 SMS Review of correspondence on St. Mark Catholic Church Lease. 0.20 05/11/2022 MDC review agenda items for May 17, 2022, meeting; confer with Jim Cherof on meeting processes; 3.80 QEM Review and respond to updated information re: ProQuest library agreement. 1.10 DS Discussed City Hall and Public Meeting decorum issues with QEM. 0.40 QEM Review and meet with Ms. Schwabe re: City Hall Security project. 1.10 HN Preparation and attendance of monthly chronic nuisance meeting with staff. 0.50 QEM Preparation of draft memorandum re: Chapter law 2022-103 re: legal notice publication by the City. 0.60 JAC Conference with CAO attorneys regarding JKM, time equity, upcoming settlement conference and upcoming closed-door session; follow up document review regarding property swap and hotel site; review and confirm accuracy of prestige Court reporting invoice regarding mobility fee conference; review earnest magnolia emails; review pending agenda items; review potential is issues arising from FCCMA annual conference speaking opportunity 5.00 05/12/2022 DS Drafted memos re: Senate Bills 254 and 706. 0.20 MDC review agenda items for May 17, 2022, Commission meeting 0.70 QEM Finalize memorandum re: Chapter law 2022-103 re: legal notice publication by the City. 0.60 SMS Correspondence on indoor training facility. 0.20 DJD Address status of Parking Lease Agreement with Affiliated Development 0.50 JAC Virtual and On-site meetings with Commissioners and Mayor with assistant city attorneys regarding Townsquare project options and JKM upcoming settlement conference; Review upcoming agenda and discuss with Mike Cirullo and other assistant city attorneys; document review regarding town Square development approvals and commission minutes regarding same 8.50 05/13/2022 MDC review agenda and back up for May 17 meeting 0.50 DS Researched city meeting decorum and city hall conduct. Drafted memo summarizing findings re: city decorum and city hall conduct. 1.10 Page 902 of 1598 Page: 4 CITY OF BOYNTON BEACH 06/02/2022 ACCOUNT NO: 306-9001821 STATEMENT NO: 42136 General Matters HOURS SMS Review of additional materials provided in accordance with Well#4 Easement Encroachment; Review of plans related to Indoor Facility at Boynton Beach Park; Discussion on Well #4 Easement and letters to residences encroaching within the easement. 3.80 JAC On-site office administration issues with Lynn Swanson; review and prep regarding commission meeting and ARPA funding workshop 3.00 05/16/2022 MDC review agenda materials, attend staff meeting; meet with planning staff; misc meetings on agenda 4.50 QEM Review and evaluation of updates re: payments for porta potty. 0.50 QEM Preparation for and attend City Hall Security Meeting. 1.50 DS Researched City Hall decorum and standards of conduct. Discussed City Hall decorum with QEM. Researched public records exemption list. 2.00 QEM Review and coordinate with staff HSMV-0032-21 Boynton Beach Police Department- BFAS Certification 2022. 0.90 QEM Review and coordinate with staff the Republic Construction Termination Letter response. 1.70 HN Review of Nuisance Abatement Agreements for 606 NE 1st St and 614 NE 1st St. Discussion with Candance Stone and QEM relating to questions on a cease and desist order. 1.70 QEM Review and edit Facility Use Agreement for the YMCA. 1.60 QEM Telephone conference with Ms. Stone re: code enforcement cease and desist issue. 0.20 RLL Research legal description and ownership information for Harvey Oyer, Jr. Park property and prepare Attorneys Certification. 1.50 DJD Review documentation; execute title certification 1.00 BJS Review pending legislation, review pending legislation memorandums, revise pending legislation memorandums, and follow up with firm staff 1.00 JAC Attend leadership meeting virtually and follow up regarding issues on City commission agenda with Mike Cirullo and Lynn Swanson; call with 'Amanda regarding Shalimar project, timing and re-notice requirements; follow up with Finance regarding JKM fees and calculation of damages project; review arbor workshop PowerPoint received from David Scott; Discuss potential legal issues regarding same with Mike Cirullo; review draft legislative memos; reviewed Magnoli emails; discuss legal defense issues arising from lawsuit against four police officers;Follow up regarding Malcolm Cunningham's inquiry regarding Haskell contract and third-party indemnification 4.50 05/17/2022 MDC review materials for meeting; misc t/c with Commissioners; prepare for and attend Commission meeting 9.50 HN Phone discussion with Tanya Guim re: Nuisance Abatement Agreements for properties located at 606 NE 1st St. and 614 NE 1st St. Phone discussion with Candice Stone regarding chronic nuisance agreement and question relating to tenant. Email to JAC, MDC and GB. Review of Agreement. 0.70 DS Revised memo re: 1571. Researched public records exemptions. Discussed public records redaction with Jamie Wooley. 0.90 QEM Review of code; telephone conference with Ms. Stone re: code matter. 1.20 JAC Call with attorney Malcolm Cunningham regarding indemnification/Haskell contract; review commission agenda with Mike Cirullo; call with Lori LaVerriere regarding town Square damages report prepared by Colin Groff; call to CityManager regarding same; call with Len Rubin regarding status of Hypoluxo Utility service interlocal agreement; follow up with MC regarding same 1.40 SMS Correspondence and review related to Ocean Breeze and CRA payback. 0.60 Page 903 of 1598 Page: 5 CITY OF BOYNTON BEACH 06/02/2022 ACCOUNT NO: 306-9001821 STATEMENT NO: 42136 General Matters HOURS 05/18/2022 MDC follow up from Commission meeting with Jim Cherof, review ARPA matters with Quentin Morgan 0.50 QEM Meeting with Mr. Cherof and Mr. Cirullo re: pending matters. 0.80 SMS Review of letters on easement encroachments; Review/draft Indoor Training Facility Agreement. 2.50 DS Discussed public records exemptions with Lynn Swanson. Reviewed public records exemption list. 0.70 QEM Preparation for and attend workshop meeting. 4.10 QEM Preparation for and meeting with staff re: Republic contract. 1.20 JAC Review correspondence and draft interlocal agreement based on pass-through of grant funds from Hypoluxo for discontinuation of septic and transition to sewer line connection; Follow up emails; discuss same with Chris R and Mike Cirullo; review justice center resources for analysis of additional law-enforcement services and ARPA funds; Commission meeting follow up discussion with Mike Cirullo and evaluate assignments for assistant CityAttorneys 4.60 BJS Review pending legislation, review pending legislation memorandums, revise pending legislation memorandums, and great Project for Shareholder review 1.00 05/19/2022 GB Read Simmons v Public Health Trust of Miami Dade County, 2022 WL 1397454 a 3rd DCA opinion issued on May 4, 2022 deciding an issue of first impression interpreting the sovereign immunity statute. Email to JAC and MDC advising of holding in case. 0.30 QEM Review of email correspondence and respond to Director Clark re: ProQuest renewal. 0.60 MDC review emails on utility ILAs, review and respond to emails on opioid settlement 0.40 HN Email to Lynn Swanson with officer selection contract with edits and comments. 0.20 JAC On-site review of pending department assignments and distribution to assistant CityAttorney's; call regarding Hypoluxo sewer connection I LA; review employment agreements and separation agreement 2.00 05/20/2022 MDC review emails and follow up on utility interconnect agreements, and opioid settlement, review PD matters with Lynn Swanson 0.80 SMS Research on Monarcha Plat related to ROW maintenance issues; Correspondence with CRA counsel related to Ocean Breeze ILA and related check. 1.90 HN Review of email exchange between Candice Stone and attorney Steven B. Grant re: to tenants of cherry hill market. Phone discussion with Candice Stone. Email to JAC, MDC, and GB. 0.40 BJS Review pending legislation, review pending legislation memorandums, revise pending legislation memorandums, and follow up with firm staff 0.80 05/21/2022 MDC prepare legislative update for new law regarding election expenditures, revise memo on new laws for PD public records exemptions and picketing 0.50 05/22/2022 QEM Review and respond to staff re: AC and Ice Maker issue at parks facilities. 0.70 QEM Review and evaluation of HB 7001; preparation of memorandum providing overview of law. 0.80 05/23/2022 MDC review agenda items for June 7, 2022 0.50 QEM Follow-up with staff re: ice machine maintenance issues; review of documents provided by Ms. Pinto and respond to same. 1.60 Page 904 of 1598 Page: 6 CITY OF BOYNTON BEACH 06/02/2022 ACCOUNT NO: 306-9001821 STATEMENT NO: 42136 General Matters HOURS QEM Finalize of memorandum providing overview of HB 7001. 0.40 05/24/2022 MDC review agenda items for 6/7/22 Commission meeting, confer with Jim Cherof on pending matters, call with Kathryn Matos re: advisory boards and sunshine law 1.50 SMS Telephone conference call and research related to maintenance of property across separate plats; Prepare for, and attend P & D Board Meeting; Discussion on Pelican Pointe MOU; Discussion on bleeding liens; Review of Amendment based on Ocean Breeze Development. 6.30 HN Review of emails from Candice Stone re: 1213 NW 4th St. Review of Section 15-111(6)of the City's Code of Ordinances. Phone discussion with Candice Stone. Preparation for meeting with MDC to discuss 1213 NW 4th Street. Research relating to federal and state rights of tenants. 2.60 QEM Review and follow-up with staff on snack bar and restaurant agreements; begin review of documents forward by staff re: renewal. 1.30 QEM Review and edits sunshine law presentation. 2.10 JAC Conference with Mike Cirullo regarding pending issues and agenda; follow up with Lynn Swanson regarding records issue and annual budget docs; Discuss JKM status with DJD; review planning and development board agenda; follow up with Len Rubin and staff regarding Hypoluxo in our local agreement; review Ernest emails And discuss issues regarding threat level with Mike Cirullo; Review correspondence from PBA attorney Larry Fagan regarding internal affairs investigation status and interview schedule; discuss same with Julie Oldbury; follow up regarding Saint Mark's landswap and email to Mayor re same 3.00 05/25/2022 MDC Review agenda materials for CCNA item (survey), call with finance on RFQ process; misc calls with Julie Oldbury on city manager selection process, call with Dan Rose on code matters on Knuth Road 2.40 JAC Call with Lynn and Swanson regarding agenda items; miscellaneous follow up regarding same; review budget issue for conference with Mike Cirullo; 1.40 BJS Review and follow up re: legislative updates 0.40 05/26/2022 QEM Review and respond to inquiry re: ProQuest Agreement for City Library. 0.80 MDC review agenda items for June 7, 2022, meeting and provide feedback and comments to be shared with staff 1.90 HN Review of draft loan forgiveness letter sent by John Durgan. Call and left voice message for John to discuss. Email to John. Meeting with MDC to discuss 1213 NW 4th Street. Phone discussion with John Durgan. Discussion with Steven Grant and email to MDC cc SHB. Phone discussion with Candice Stone. Review of email from Carole Aronson. Email to MDC cc SHB. Email to MDC re: forgiveness loan letter. 2.30 QEM Review and evaluation of HMMOA needed for Boynton Beach Blvd/FM#444079-1; respond to staff re: same. 1.60 QEM Review and edit draft letter re: concessionaire agreements; coordinate with staff. 2.00 DJD Review of Parking Lease Agreement; telephone conference with CRA Executive Director 1.80 JGH Review City Manager Search process and conference with Michael D. Cirullo 0.50 JAC On-site document review and signature; review number files regarding retention and for discussion with Mike Cirullo; 2.50 KLE Review 231932-1 1-95 at Gateway - MOU with City for RW acquisition, email to Michael Cirullo. 0.40 SMS Review of government owned property form and dedication document. 0.30 Page 905 of 1598 Page: 7 CITY OF BOYNTON BEACH 06/02/2022 ACCOUNT NO: 306-9001821 STATEMENT NO: 42136 General Matters HOURS 05/27/2022 MDC continue to review agenda items for June 7, 2022, meeting, cal with IT, call public works re: bond release, call with IT on cybersecurity items, confer with Quentin Morgan on procurement matters 1.00 GB Received and reviewed memo from City clerk regarding Bernard Wright's request for refund for public records. Emails and conversations with MDC regarding Bernard Wright's request for refund for public records. 0.30 QEM Review of email correspondence re: Bid No. 079-2821-21 - Pre-Chlorinated Bursting of Potable Water Mains and begin review of RFP - Risk Management Information Systems. 1.50 JAC File administration work; review open file list for closure and follow up with LS; review E. Mignoli emails 1.20 05/28/2022 JAC Review license plate recognition program and legal research re: same; 0.80 05/31/2022 MDC review agenda items for 7/7/22 meeting and 6/21/22 meeting, call with Lynn Swanson on pending items, review temp employment letter 1.00 SMS Review/revise Promissory Note for forgiveness; Discussion on partial releases of lien and estoppel; Draft Fire Waiver. 2.00 HN Phone discussion with John Durgan re: loan forgiveness program. 0.20 DS Drafted rules of conduct for City Hall. 1.00 RLL Order ownership and encumbrance reports on 543 NW 11th Avenue and 121 West Ocean Avenue. 0.40 JAC Review earnest Magnoli emails and discuss process for evaluation with Mike Cirullo; Review budget process and status of departmental budget review; miscellaneous calls with LS regarding pending matters 0.60 DJD Review revisions to lease agreement 0.60 FOR CURRENT SERVICES RENDERED 216.00 20,224.50 Photocopies TOTAL CURRENT WORK 20,224.50 BALANCE DUE $20,224.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 906 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9904950 Boynton Beach FL 33435 STATEMENT NO: 42137 Attn: Lynn Swanson Litigation Miscellaneous HOURS 05/04/2022 MDC review recently filed complaint re: officers and civil rights claims, and update Commission 0.30 BJS Telephone call with JAC and follow up re: Return of Firearm Request, telephone call with Greg Cafero re: Drug Destruction Order 0.50 05/05/2022 BJS Draft follow up correspondence with Wesley Wallace, APD, review Motion to Return Firearm, review criminal case and follow up with Greg Cafaro, follow up re: Drug Destruction and review Petition 1.30 05/06/2022 BJS Review and follow up re: Drug Destruction Petition 0.30 05/09/2022 BJS Telephone call and follow up with Blaze Walsh re: Open Container, follow up with Wesley Wallace re: Motion to Return Firearm and follow up with City Staff, and follow up with JAC 1.20 05/11/2022 BJS Review and follow up re: Drug Destruction Order, follow up re: Return of Firearm, telephone call with Ofc. Anderson re: Municipal Prosecution and follow up with staff 1.50 05/13/2022 MDC Meet with Gal Betesh to discuss status of pending cases and pending claims 0.50 QEM Review of update from Mr. Hochman re: Ultimate Bakery case; review of memorandum from Ms. Doppler re: issue; telephone conference with Mr. Hochman re: matter. 1.20 05/16/2022 BJS Review No Information and follow up re: Open Container 0.50 05/17/2022 QEM Review of additional updates re: ultimate bakery litigation; review strategy for handling matter with Mr. Cirullo. 1.00 JAC Preliminary review of Smith versus Boynton police officers case; forward case to Commission; 0.80 05/18/2022 QEM Meeting with City Manager and staff re: ultimate bakery matter; telephone conference with Mr. Hochman re: matter. 1.80 05/20/2022 BJS Review municipal prosecution re: Sanders and draft follow up correspondence, review criminal docket, and follow up with Clty staff 1.00 05/23/2022 BJS Attend hearings at the Palm Beach County Main Courthouse re: Sanders, and Tiffany , and follow up with MDC 5.00 JAC Review list and pleadings regarding pending tort litigation defense and related correspondence for discussion with assistant City Attorneys and Mike Cirullo 2.20 Page 907 of 1598 Page: 2 CITY OF BOYNTON BEACH 06/02/2022 ACCOUNT NO: 306-9904950 STATEMENT NO: 42137 Litigation Miscellaneous HOURS 05/24/2022 GB Telephone conference call with City regarding new claim involving 4 car pile up. 0.30 05/25/2022 BJS Draft follow up correspondence re: Return of Firearm/APD Wesley Wallace 0.30 05/27/2022 BJS Review 3rd Party request for firearm, review correspondence, telephone call with Tom D'Andrea 0.60 05/31/2022 BJS Follow up with staff re: pending municipal prosecutions 0.30 FOR CURRENT SERVICES RENDERED 20.60 4,635.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL JAMES A. CHEROF 3.00 $225.00 $675.00 MICHAEL D. CIRULLO 0.80 225.00 180.00 QUENTIN E. MORGAN 4.00 225.00 900.00 GAL BETESH 0.30 225.00 67.50 BRIAN J. SHERMAN 12.50 225.00 2,812.50 TOTAL CURRENT WORK 4,635.00 BALANCE DUE $4,635.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 908 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905263 Boynton Beach FL 33435 STATEMENT NO: 42138 Attn: Lynn Swanson Town Square Development HOURS 05/02/2022 SMS Discussion on updated issues with JKM. 0.30 05/03/2022 DJD Review documentation 1.50 05/04/2022 SMS Telephone conference call to discuss updated matters and related review. 1.20 RLL Further work on historical outline of transaction. 2.30 DJD Address sequence of events; prepare for meeting with Vice Mayor, Angela Cruz and City Commission 2.30 05/05/2022 RLL Further work on gathering documents for DJD and creating outline. 2.50 DJD Review of documents; prepare for meeting with Elected Officials. 1.70 05/09/2022 RLL Further work on outline of transaction history. 1.00 DJD Review documentation. 1.20 05/10/2022 SMS Discussion on flow of funds and transaction; Research and review of flow of funds and applicable entities. 2.00 RLL Further work on outline of history of transaction and collect and organize documents. 2.30 DJD Review documents relative to Project. 3.40 05/11/2022 SMS Meeting on project; Correspondence related to JKM. 1.60 RLL Attend meeting with JAC, DJD, SMS and GB to discuss upcoming meeting with city commissioners. 1.50 DJD Prepare for meetings with members of the Town Commission 2.70 05/12/2022 SMS Prepare for and attend Town Square Briefs with Commissioners. 0.70 DJD Prepare for and attend Zoom meeting and in person meetings with Mayor and Commission members 7.60 05/13/2022 SMS Attend meeting with Vice Mayor. 0.50 DJD Prepare for and meet with Vice Mayor Angela Cruz 3.40 05/16/2022 DJD Conference with Michael D. Cirullo 0.40 05/18/2022 DJD Prepare for settlement discussions 0.80 05/19/2022 RLL Review file for documents currently with JKM that will need to be assigned to new developer. 0.50 DJD Attend settlement conference 2.80 Page 909 of 1598 Page: 2 CITY OF BOYNTON BEACH 06/02/2022 ACCOUNT NO: 306-9905263 STATEMENT NO: 42138 Town Square Development HOURS 05/20/2022 MDC conference with Time Equity 1.00 05/23/2022 DJD Discussion with James A. Cherof re: Time Equity 0.40 FOR CURRENT SERVICES RENDERED 45.60 9,250.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL D.J. DOODY 28.20 $225.00 $6,345.00 MICHAEL D. CIRULLO 1.00 225.00 225.00 SEAN M. SWARTZ 6.30 225.00 1,417.50 RACHEL L LEACH 10.10 125.00 1,262.50 Photocopies TOTAL CURRENT WORK 9,250.00 BALANCE DUE $9,250.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 910 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905432 Boynton Beach FL 33435 STATEMENT NO: 42139 Attn: Lynn Swanson Laurore, Iva and Renan (Code/Foreclosure) HOURS 05/02/2022 KLE Emails to and from CRA and City, review amended claim from Select Portfolio Servicing, Inc, email from Chapter V Trustee and Aaron Wernick; Review appraisal from Thuy Shutt for 1213 NW 4th St 1.20 05/05/2022 HN Review of email from Aaron Wernick and review of email from Kerry Ezrol to City staff relating to Aaron's email. Review of email exchanges between Kerry Ezrol, Amanda Radigan and John Kuntzman. 0.40 KLE Prepare for and attend conference call with Linda Leali and Aaron Wernick; Telephone conference with Chief Stables, review permit application 20-4254 from Aaron Wernick; review email response from Aaron Wernick re: settlement; emails to and from Adam Temple, John Kuntzman, and Amanda B. Radigan; Telephone conference with Adam Temple; emails to Banting re: appraisal, email to Aaron Wernick re: Updated Site Plan, 3.60 05/06/2022 HN Review and edits of Aaron Wernick's redlines on stipulation. Email exchange with Kerry Ezrol. Review of email from Kerry Ezrol to Aaron Wernick. 0.40 05/09/2022 HN Review of email exchange between Linda Leali and Kerry Ezrol. 0.10 KLE Review appraisal proposal from Vance, email from and to Linda Leali 0.50 05/10/2022 HN Review of email exchange between Kerry Ezrol, Linda Leali, and Aaron Wernick. Discussion with Kerry Ezrol re: research. 0.40 KLE Review documents, prepare email to Chief Stables re: status of settlement and related matters; review Plan and email to Chief Stables ; Review revised settlement from Aaron Wernick, email to Chief Stables; Telephone conference with Aaron Wernick 2.40 05/11/2022 HN Review of email with attachments from Kerry Ezrol to Aaron Wernick. Email to Kerry Ezrol. 0.30 KLE Telephone conference with Chief Stables re: Motion for Rehearing and settlement and related matters, research and prepare for and attend Zoom hearing in bankruptcy court; emails and telephone conferences with Aaron Wernick and Linda Leali to discuss settlement and hearing; prepare notice of withdrawal of motion for rehearing; review and revise Stipulation; email to and from Adam Temple; 4.90 05/12/2022 HN Research relating how to measure damages when executory contract is rejected, limitations on rejection based on police power and requirements under bankruptcy code for a plan to be confirmed and approved. Review of case law and 11 USC 365. 2.30 KLE Final and execute Stipulation; Telephone conference with Aaron Wernick; 0.60 Page 911 of 1598 Page: 2 CITY OF BOYNTON BEACH 06/02/2022 ACCOUNT NO: 306-9905432 STATEMENT NO: 42139 Laurore, Iva and Renan (Code/Foreclosure) HOURS 05/13/2022 HN Research related to plan confirmation requirements in a Subchapter V Chapter 11 Case under SBRA, review of case law and email to Kerry Ezrol with legal analysis. 3.50 KLE Review research from Heather Needelman re: Plan and Confirmation 0.80 05/16/2022 HN Review of research relating to rejection of plan. Email exchange with Kerry Ezrol. 0.20 KLE Conference with Heather Needelman re: chronic nuisance 0.30 05/17/2022 KLE Conference with Heather Needelman 0.20 05/23/2022 KLE Review Motion to Compromise; prepare email to Chief Stables 1.10 05/24/2022 KLE Emails from and to Chief Stables 0.30 05/25/2022 KLE Review documents, email from and to Chief Stables, telephone conference with Chief Stables, emails to and from Aaron Wernick; 1.40 05/26/2022 HN Review of email exchanges between Kerry Ezrol and Chief Stables relating to status of case. 0.30 05/31/2022 KLE Review Order Setting Hearing on Confirmation of Subchapter V Plan. 0.30 FOR CURRENT SERVICES RENDERED 25.50 5,737.50 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL KERRY L. EZROL 17.60 $225.00 $3,960.00 HEATHER NEEDELMAN 7.90 225.00 1,777.50 TOTAL CURRENT WORK 5,737.50 BALANCE DUE $5,737.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 912 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905433 Boynton Beach FL 33435 STATEMENT NO: 42140 Attn: Lynn Swanson v. Ho, Benjamin and Karen (Code/Foreclosure) HOURS 05/02/2022 HN Email to MDC re: status of case. 0.20 05/05/2022 HN Discussion with Adam Temple re: status of state appeal. 0.20 05/06/2022 HN Phone discussion with Wing Ho re: their appeal and email to MDC. Email to Wing Ho cc Karen Ho and MDC. Discussion with MDC. Review of federal rules of appellate procedure re: filing brief. 0.60 05/12/2022 HN Review of judge's order granting hos motion for extension of time for brief. Email exchange with MDC. 0.20 FOR CURRENT SERVICES RENDERED 1.20 270.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL HEATHER NEEDELMAN 1.20 $225.00 $270.00 TOTAL CURRENT WORK 270.00 BALANCE DUE $270.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 913 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905456 Boynton Beach FL 33435 STATEMENT NO: 42141 Attn: Lynn Swanson adv. Priority Towing HOURS 05/10/2022 GB Telephone conference calls and emails with City regarding Notices of meetings related to the election of RFP winner. Reviewed file and continued drafting Motion for Summary Judgment. 3.50 05/26/2022 GB Reviewed trial order for upcoming deadlines. 0.30 FOR CURRENT SERVICES RENDERED 3.80 855.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL GAL BETESH 3.80 $225.00 $855.00 TOTAL CURRENT WORK 855.00 BALANCE DUE $855.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 914 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905525 Boynton Beach FL 33435 STATEMENT NO: 42142 Attn: Lynn Swanson v. JKM BTS Capital, LLC (Declaratory Action) HOURS 05/04/2022 MDC call with Jim Cherof on attorney-client meeting re: status of litigation, call with City Clerk to discuss the procedures for the closed door meeting 0.40 GB Meeting with DJD regarding case status. Meeting with Interim City Manager, JAC, DJD, SMS, Tom Baird, and Andrew Mack regarding setting mediation and case status. Telephone conference call with JAC regarding mediation. Emails to City regarding settlement discussion. Emails to Defendant's counsel regarding settlement meeting. 2.20 JAC Conference call with CityAttorney team regarding pending motion to intervene and continuation of mediation; miscellaneous follow up regarding same and scheduling for commission briefings and closed-door session 2.10 05/05/2022 GB Telephone conference call with DJD regarding E2L's proposal to RFQ. Telephone conference call and email with City regarding E2L's proposal to RFQ. Emails with RL and DJD regarding E2L's proposal to RFQ and timeline of events. 0.60 JAC Follow up regarding motion to intervene with attorney team and review with Mayor; discuss town Square sale of property and related development issues with DJ Doody and prepare for hearing 1.90 05/09/2022 GB Telephone conference call with JAC. Reviewed documents relevant to the City's damages. Email with the City regarding settlement meeting. 0.50 JAC Document search in preparation for conferences with commissioners 1.50 05/10/2022 GB Emails with DJD regarding meeting in preparation for meetings with commissioners. 0.10 05/11/2022 GB Meeting with JAC, DJD and SMS preparing for upcoming meetings with commissioners. Attended a hearing on E2L's Motion to Intervene. 2.60 JAC Attend and follow up on motion to intervene by E2 L 1.00 05/12/2022 GB Meeting with Commissioner Turkin, JAC, DJD and SMS regarding update of lawsuit. Meeting with Commissioner Kelley, JAC and DJD regarding update of lawsuit. Meeting with Commissioner Hay JAC and DJD regarding update of lawsuit. Meeting with Mayor JAC and DJD regarding update of lawsuit and City Manager. 2.60 05/13/2022 JAC Briefing conference with Vice mayor for closed-door session; miscellaneous follow-up to same; email with Mayor regarding surface parking lot related documents; document search regarding same 3.50 GB Emails with City regarding meeting with Vice Mayor. Attended and prepared for meeting with Vice Mayor, JAC and DJD regarding case status. 3.00 Page 915 of 1598 Page: 2 CITY OF BOYNTON BEACH 06/02/2022 ACCOUNT NO: 306-9905525 STATEMENT NO: 42142 v. JKM BTS Capital, LLC (Declaratory Action) HOURS 05/16/2022 GB Email to City regarding Commissioner Kelley's contact information for discovery. Reviewed discovery exchanged in lawsuit and email to Commissioner Kelley enclosing discovery for her review. 0.50 05/17/2022 MDC Telephone conference call with Tom Baird re: E2L 0.30 GB Telephone conference call with Tom Baird, JAC and MDC regarding mediation and update on conference call with E2L. Discussions with JAC regarding mediation. 0.40 JAC Conference call with Tom Baird regarding E2L intervention and claims and upcoming settlement conference 0.40 05/18/2022 JAC Prep for settlement conference 1.00 05/19/2022 GB Emails with Commissioner Kelley regarding discovery. Emails with Jones Foster regarding JKM's responses to City's request for production. 0.20 MDC review materials, confer with Jim Cherof, attend mediation session with JKM 3.70 JAC Attend settlement conference; follow up regarding JKM authorization to meet with time equity 4.60 05/20/2022 MDC review materials, prepare for and attend Commission closed-door session 2.80 JAC Prepare for, attend, and follow up on closed door session Regarding settlement options; conference call with time equity representatives regarding conceptual site plan for inclusion settlement of development agreement obligations 4.30 05/27/2022 JAC Follow up with Mike Cirullo and with Tom Baird regarding response to settlement proposals; notate Towne Square documents for discussion with DJD on follow up phase of development 1.80 05/31/2022 JAC Call with Jim Staples regarding status of negotiations of settlement; follow up with MC regarding same 0.30 FOR CURRENT SERVICES RENDERED 42.30 9,517.50 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL JAMES A. CHEROF 22.40 $225.00 $5,040.00 MICHAEL D. CIRULLO 7.20 225.00 1,620.00 GAL BETESH 12.70 225.00 2,857.50 TOTAL CURRENT WORK 9,517.50 BALANCE DUE $9,517.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 916 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905552 Boynton Beach FL 33435 STATEMENT NO: 42143 Attn: Lynn Swanson Canal Maintenance Special Assessment HOURS 05/25/2022 MDC review draft agreement with property appraiser, review status of other issues relating to assessment 0.30 05/26/2022 MDC review agreement with tax collector for collecting assessment for the city 0.30 FOR CURRENT SERVICES RENDERED 0.60 135.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL MICHAEL D. CIRULLO 0.60 $225.00 $135.00 TOTAL CURRENT WORK 135.00 BALANCE DUE $135.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 917 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905565 Boynton Beach FL 33435 STATEMENT NO: 42144 Attn: Lynn Swanson adv. Yoakum, Timothy C. (RLC Appeal) HOURS 05/06/2022 MDC prepare objection to statement of proceedings 0.30 FOR CURRENT SERVICES RENDERED 0.30 67.50 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL MICHAEL D. CIRULLO 0.30 $225.00 $67.50 TOTAL CURRENT WORK 67.50 BALANCE DUE $67.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 918 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905567 Boynton Beach FL 33435 STATEMENT NO: 42145 Attn: Lynn Swanson adv. Ho, Wing and Ho, Karen (Petition for Preliminary Injunction) HOURS 05/04/2022 CLD Update of electronic file re: Notice of Appeal/court entries. 0.30 GB Received and reviewed Notice of Appeal. Email to MDC and HN regarding Notice of Appeal. 0.20 05/05/2022 HN Discussion with Adam Temple regarding status of federal appeal. 0.20 GB Email to City and Tristar regarding appeal. 0.10 05/24/2022 GB Email with Tristar regarding case status. 0.10 05/31/2022 GB Received and reviewed coverage letter from excess carrier. Forwarded letter to MDC and HN for review. 0.20 FOR CURRENT SERVICES RENDERED 1.10 217.50 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL HEATHER NEEDELMAN 0.20 $225.00 $45.00 GAL BETESH 0.60 225.00 135.00 CYNTHIA L. DUNN 0.30 125.00 37.50 TOTAL CURRENT WORK 217.50 BALANCE DUE $217.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 919 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905581 Boynton Beach FL 33435 STATEMENT NO: 42146 Attn: Lynn Swanson adv. Wilmington Savings Fund (Denson, Gracie) HOURS 05/03/2022 HN Review of status of case and review of court's order granting motion for leave to amend complaint. 0.30 05/11/2022 HN Review of second amended complaint and drafted answer. 1.30 05/19/2022 MDC review amended complaint and City answer 0.20 05/20/2022 HN Review of answer and affirmative defenses before filing. 0.20 FOR CURRENT SERVICES RENDERED 2.00 450.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL MICHAEL D. CIRULLO 0.20 $225.00 $45.00 HEATHER NEEDELMAN 1.80 225.00 405.00 TOTAL CURRENT WORK 450.00 BALANCE DUE $450.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 920 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905603 Boynton Beach FL 33435 STATEMENT NO: 42147 Attn: Lynn Swanson ARPA Legal Review HOURS 05/04/2022 QEM Discuss announcement of May workshop with Mr. Cirullo; overview of file. 0.60 05/19/2022 JAC Follow up regarding city commission workshop and next steps for evaluation of distribution of funds; research regarding expansion of use for law-enforcement enhancements 0.80 FOR CURRENT SERVICES RENDERED 1.40 315.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL JAMES A. CHEROF 0.80 $225.00 $180.00 QUENTIN E. MORGAN 0.60 225.00 135.00 TOTAL CURRENT WORK 315.00 BALANCE DUE $315.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 921 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905618 Boynton Beach FL 33435 STATEMENT NO: 42148 Attn: Lynn Swanson adv. VGH Association, Inc. (Nelson, Meltem E.) HOURS 05/06/2022 HN Review of VGH's motion for court default against owner. 0.10 05/09/2022 HN Review of notice of hearing on Plaintiff's motion for court default. 0.10 05/11/2022 HN Review of email from Plaintiffs counsel. 0.10 05/16/2022 HN Review of Affirmative Defense and discussion with Plaintiff's attorney, Samuel Landol. 0.40 05/31/2022 HN Drafted email to Chief Stables as to status of case. Emailed draft to MDC for review. 0.40 FOR CURRENT SERVICES RENDERED 1.10 247.50 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL HEATHER NEEDELMAN 1.10 $225.00 $247.50 TOTAL CURRENT WORK 247.50 BALANCE DUE $247.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 922 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905620 Boynton Beach FL 33435 STATEMENT NO: 42149 Attn: Lynn Swanson adv. Prime Equity Holdings, LLC (Boynton Beach Hawks, Inc.)(Guy Entienne) HOURS 05/10/2022 HN Preparation and attendance of hearing on court's order to show cause. 0.70 FOR CURRENT SERVICES RENDERED 0.70 157.50 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL HEATHER NEEDELMAN 0.70 $225.00 $157.50 TOTAL CURRENT WORK 157.50 BALANCE DUE $157.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 923 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905623 Boynton Beach FL 33435 STATEMENT NO: 42150 Attn: Lynn Swanson v. Henderson, Warren Marcel (RPO) HOURS 05/02/2022 GB Telephone conference call with Wanda Stroud in preparation for Final RPO hearing. Continued preparing for RPO hearing. Emails with Detective Gorfido regarding exhibits to be used at final hearing. 3.50 05/03/2022 GB Prepared and attended Final RPO hearing. Prepared Agreed Final RPO Order. Emails and telephone conference call with Detective regarding hearing and order. 3.70 05/04/2022 GB Emails with City regarding service of final order. 0.10 FOR CURRENT SERVICES RENDERED 7.30 1,642.50 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL GAL BETESH 7.30 $225.00 $1,642.50 05/03/2022 Professional Services Prestige Reporting Service 125.00 Professional Services 125.00 05/21/2022 Certified copies of documents 82.80 82.80 TOTAL ADVANCES THRU 05/31/2022 207.80 TOTAL CURRENT WORK 1,850.30 BALANCE DUE $1,850.30 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 924 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905626 Boynton Beach FL 33435 STATEMENT NO: 42151 Attn: Lynn Swanson Palm Beach Sheriffs Office (PBSO) Transition Project HOURS 05/10/2022 MDC Telephone conference call with City staff and PBSO project team 0.40 05/20/2022 MDC Conference with city staff on progress of information sharing with PBSO 0.50 05/24/2022 MDC Telephone conference call with Julie Oldbury on labor matters related to review of transition 0.30 05/26/2022 MDC Telephone conference call with PBSO legal 0.40 JAC Telephone conference with Pbso staff and attorney regarding proposal for Department operations; follow up regarding collective bargaining agreements 0.80 05/27/2022 MDC Attend BB/PBSO working group conference call, follow up call with Chief GeGuilio 0.70 FOR CURRENT SERVICES RENDERED 3.10 697.50 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL JAMES A. CHEROF 0.80 $225.00 $180.00 MICHAEL D. CIRULLO 2.30 225.00 517.50 TOTAL CURRENT WORK 697.50 BALANCE DUE $697.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 925 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905098 Boynton Beach FL 33435 STATEMENT NO: 42114 Attn: Lynn Swanson adv. Venegas, Jesusa Billing Category 18-RLO Claim#00 1 470000367AB HOURS 05/06/2022 GB Drafted proposed Case Management Plan pursuant to Court Order and email to all counsel for review and approval. 0.70 FOR CURRENT SERVICES RENDERED 0.70 157.50 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL GAL BETESH 0.70 $225.00 $157.50 TOTAL CURRENT WORK 157.50 BALANCE DUE $157.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 926 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905190 Boynton Beach FL 33435 STATEMENT NO: 42115 Attn: Lynn Swanson adv. Readon, Jayden, Estate of(police chase) Billing Category: 18-RLO Claim#001470-000396-AB-01 HOURS 05/11/2022 GB Telephone conference call with attorney Stephanie Kaufer regarding Lex Eugene's deposition. Email to City regarding deposition. 0.50 05/12/2022 GB Attended deposition of Lex Eugene. Telephone conference call with Stephanie Kaufer regarding strategy. 0.40 05/13/2022 GB Emails with Stephanie Kaufer regarding transcript of Lex Eugene's jail phone call. Read transcript. 0.50 FOR CURRENT SERVICES RENDERED 1.40 315.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL GAL BETESH 1.40 $225.00 $315.00 TOTAL CURRENT WORK 315.00 BALANCE DUE $315.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 927 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905216 Boynton Beach FL 33435 STATEMENT NO: 42116 Attn: Lynn Swanson adv. Ryan, Ronald (whistleblower PD) Billing Category: 18- RLO Claim#001470000410EP HOURS 05/16/2022 GB Reviewed Plaintiffs personnel file for his social security number pursuant to request from the City. Email to City providing social security number. 0.20 FOR CURRENT SERVICES RENDERED 0.20 45.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL GAL BETESH 0.20 $225.00 $45.00 TOTAL CURRENT WORK 45.00 BALANCE DUE $45.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 928 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905310 Boynton Beach FL 33435 STATEMENT NO: 42117 Attn: Lynn Swanson adv. Philson, Tammi A. (Personal Injury-Carolyn Sims Center) Billing Category: 18- RLO Claim#001470000440GB HOURS 05/04/2022 GB Received and reviewed proposed order granting Plaitniff's Motion for Extension of Time of Respond to City's Second Request for Production. Emails to opposing counsel regarding changes to Order. 0.20 05/25/2022 GB Drafted motion to continue trial. Email to opposing counsel asking if he has any objection to motion. 0.40 05/31/2022 GB Emails with opposing counsel regarding motion to continue. 0.10 FOR CURRENT SERVICES RENDERED 0.70 157.50 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL GAL BETESH 0.70 $225.00 $157.50 TOTAL CURRENT WORK 157.50 BALANCE DUE $157.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 929 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905347 Boynton Beach FL 33435 STATEMENT NO: 42118 Attn: Lynn Swanson adv. Benitez, Antonio (Park Injuries) Billing Category: 18- RLO Claim#0014700000452GB HOURS 05/05/2022 GB Email to opposing counsel regarding dismissal of lawsuit. 0.10 05/19/2022 GB Email with opposing counsel regarding dismissing lawsuit. Received and reviewed Plaintiff's Notice of Voluntary Dismissal with Prejudice. Email to City and Tristar enclosing Plaintiffs Notice of Voluntary Dismissal with Prejudice. 0.30 FOR CURRENT SERVICES RENDERED 0.40 90.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL GAL BETESH 0.40 $225.00 $90.00 04/19/2022 Professional Services Veritext 207.40 04/19/2022 Professional Services Veritext 232.95 04/20/2022 Professional Services Veritext 211.05 04/20/2022 Professional Services Veritext 211.05 04/25/2022 Professional Services Matrix Mediation 1,250.00 Professional Services 2,112.45 05/03/2022 Fed Ex Federal Express 14.50 Fed Ex 14.50 TOTAL ADVANCES THRU 05/31/2022 2,126.95 TOTAL CURRENT WORK 2,216.95 BALANCE DUE $2,216.95 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 930 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905392 Boynton Beach FL 33435 STATEMENT NO: 42119 Attn: Lynn Swanson adv. Alves Fernandes, Bruno Henrique (MVA) Billing Category: 18- RLO Claim#19762606 HOURS 05/06/2022 GB Telephone conference call with City regarding subrogation and prior settlement with claimant. Emails with Tristar regarding prior settlement. Emails with opposing counsel regarding claim. Meeting with MDC regarding claim. 1.10 05/09/2022 GB Email and left voicemail to Plaintiff's counsel regarding release signed by Fernandes. Email and left voicemail to attorney who represented Fernandes in settlement negotiations regarding release signed. 0.40 05/10/2022 GB Meeting with MDC regarding release signed by subrogor. Email to opposing counsel regarding release. Telephone conference call with opposing counsel regarding release signed by subrogor and agreement to provide the City with 30 day extension to respond to Complaint. Emails with opposing counsel memorializing agreement for 30 days extension to respond to complaint and opposing counsel citing case law showing that the City may still be liable despite release. Drafted agreed order extending City's time to respond to Complaint and emailed proposed order to opposing counsel. 0.90 05/23/2022 GB Legal research subrogation claim when insurer sent city notice of claim before insured signed release. Emails with MDC regarding legal research. 1.80 05/25/2022 GB Meeting with MDC regarding strategy moving forward. 0.30 FOR CURRENT SERVICES RENDERED 4.50 1,012.50 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL GAL BETESH 4.50 $225.00 $1,012.50 TOTAL CURRENT WORK 1,012.50 BALANCE DUE $1,012.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 931 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905403 Boynton Beach FL 33435 STATEMENT NO: 42120 Attn: Lynn Swanson adv. Quigley, Theresa (Trip and Fall) Billing Category: 18- RLO Claim#20180501-01 HOURS 05/18/2022 GB Reviewed FDOT's Answer and Affirmative Defenses to ascertain whether discovery is required based on affirmative defenses. 0.20 FOR CURRENT SERVICES RENDERED 0.20 45.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL GAL BETESH 0.20 $225.00 $45.00 TOTAL CURRENT WORK 45.00 BALANCE DUE $45.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 932 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905421 Boynton Beach FL 33435 STATEMENT NO: 42121 Attn: Lynn Swanson adv. McFadden, Patrick (K9 Injuries) Billing Category: 18- RLO Claim#19779868 HOURS 05/03/2022 MDC review notice of appeal, confer with Gal Betesh and review next steps for 11th Circuit 0.20 GB Email to City and Tristar enclosing Plaintiffs Notice of Appeal. Email to MDC and JAC regarding notice of appeal. 0.20 JAC Review notice of appeal and discuss with Gal Betesh; 0.30 05/04/2022 CLD Update electronic file with Notice of Appeal/court entries; drafted and e-filed MDC Notice of Appearance and CIP in 11th Circuit Court of Appeals; drafted Notice of Appearance for GB. 0.80 GB Reviewed Certificate of Interested Person for Appeal. 0.20 05/05/2022 MDC review disclosure statement required by Rule 26.1 0.20 05/18/2022 GB Emails with MDC regarding returning phone call to opposing counsel. Received and reviewed opposing counsel's Motion to Withdraw. Received and reviewed notice from court that Appellant's Civil Appeal Statement is past due. Telephone conference call with opposing counsel regarding request for extension of time to file Appellant's Civil Appeal Statement. 0.40 05/23/2022 GB Received and reviewed Order Denied Defendants' Motion for Costs without prejudice pending Plaintiffs appeal. Email to City and Tristar providing update of ruling. 0.10 05/24/2022 GB Emails with tristar regarding cost of appeal. FOR CURRENT SERVICES RENDERED 2.40 460.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL JAMES A. CHEROF 0.30 $225.00 $67.50 MICHAEL D. CIRULLO 0.40 225.00 90.00 GAL BETESH 0.90 225.00 202.50 CYNTHIA L. DUNN 0.80 125.00 100.00 TOTAL CURRENT WORK 460.00 Page 933 of 1598 Page: 2 CITY OF BOYNTON BEACH 06/02/2022 ACCOUNT NO: 306-9905421 STATEMENT NO: 42121 adv. McFadden, Patrick (K9 Injuries) BALANCE DUE $460.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 934 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905423 Boynton Beach FL 33435 STATEMENT NO: 42122 Attn: Lynn Swanson adv Mata Chorwadi Inc- Homing Inn Federal Lawsuit Billing Category: 18- RLO Claim#19780873 HOURS 05/02/2022 GB Received and reviewed Complaint against Mata Chorwadi from City that was sent over by Plaintiff's counsel who requested a call back to discuss the City's lawsuit against Mata Chorwadi. Discussions with MDC regarding complaint and next steps. 0.30 05/04/2022 MDC review materials, call with counsel regarding status of federal lawsuit 0.40 GB Telephone conference call with attorney regarding wrongful death lawsuit filed against Mata Chorwadi. 0.40 05/12/2022 GB Received and reviewed Homing Inn's reply brief in costs appeal. Email to MDC regarding arguments in reply. 0.30 05/16/2022 GB Filled out CIP certificate pursuant to court order. 0.20 05/18/2022 GB Emails with tristar about anticipated fees. 0.20 FOR CURRENT SERVICES RENDERED 1.80 405.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL MICHAEL D. CIRULLO 0.40 $225.00 $90.00 GAL BETESH 1.40 225.00 315.00 TOTAL CURRENT WORK 405.00 BALANCE DUE $405.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 935 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905444 Boynton Beach FL 33435 STATEMENT NO: 42123 Attn: Lynn Swanson adv. Estella, Jean (MVA) Billing Category: 18- RLO Claim#19798151 HOURS 05/25/2022 GB Drafted motion for continuance and letter to plaintiff enclosing motion. 0.70 FOR CURRENT SERVICES RENDERED 0.70 157.50 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL GAL BETESH 0.70 $225.00 $157.50 Photocopies TOTAL CURRENT WORK 157.50 BALANCE DUE $157.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 936 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905492 Boynton Beach FL 33435 STATEMENT NO: 42124 Attn: Lynn Swanson adv. Flake, Natalie (MVA) Billing Category: 18- RLO Claim#20818346 HOURS 05/09/2022 GB Reviewed Plaintiffs Fifth Request for Production. Email to City regarding request. Continued drafted deposition summary for Officer Schalk in preparation for Plaintiffs deposition. 2.40 05/10/2022 GB Legal research regarding officer's duty to clear an intersection in pursuit in a negligence lawsuit. 0.50 05/16/2022 GB Emails with City regarding documents responsive to Plaintiff's 5th Request for Production. Began drafting response to Plaintiff's 5th Request for Production. 0.50 05/17/2022 GB Received and reviewed initial CME report from Dr. Jacobs. Email to City and Tristar enclosing report. 0.50 05/18/2022 GB Continued drafted deposition summary of officer schalk's deposition transcript. Legal research in preparation for Plaintiff's deposition and possible Motion for Summary Judgment. 1.00 05/19/2022 GB Emails with Dr. Jacobs office regarding CME report. Reviewed medical records produced in responses to subpoenas from Flake's medical providers for MRI scans. Emails with Tristar regarding Flake CME report and ISO report. Drafted Motion to Continue Trial pursuant to Fla. Rule of Judicial Administration 2.570. Finalized Motion for Continuance pursuant to Judicial Administration Rule 2.570 and email Motion to opposing counsel to confer in good faith prior to filing. Emails with opposing counsel regarding request for continuance. Edits to Motion to Continue. Email to JA asking when next trial period would begin. 1.40 05/23/2022 GB Finalized and filed motion to continue trial. 0.20 05/24/2022 GB Emails with opposing counsel regarding setting Motion to Continue for hearing. Drafted, filed and served notice of hearing of Motion to Continue. 0.40 FOR CURRENT SERVICES RENDERED 6.90 1,552.50 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL GAL BETESH 6.90 $225.00 $1,552.50 Page 937 of 1598 Page: 2 CITY OF BOYNTON BEACH 06/02/2022 ACCOUNT NO: 306-9905492 STATEMENT NO: 42124 adv. Flake, Natalie (MVA) Photocopies 03/23/2022 Professional Services Universal Court Reporting 170.85 03/31/2022 Professional Services Universal Court Reporting 115.00 05/09/2022 Professional Services Orthopaedic Center of South Florida PA 1,038.75 Professional Services 1,324.60 TOTAL ADVANCES THRU 05/31/2022 1,324.60 TOTAL CURRENT WORK 2,877.10 BALANCE DUE $2,877.10 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 938 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905498 Boynton Beach FL 33435 STATEMENT NO: 42125 Attn: Lynn Swanson adv. Clemons, Latosha (Personal Injury Injury from a Public Art Mural and It's Unveiling) Billing Category: 18- RLO Claim#20820231 HOURS 05/16/2022 GB Telephone conference call with City regarding Release and settlement. Conversation with JAC regarding release. 0.20 FOR CURRENT SERVICES RENDERED 0.20 45.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL GAL BETESH 0.20 $225.00 $45.00 TOTAL CURRENT WORK 45.00 BALANCE DUE $45.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 939 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905549 Boynton Beach FL 33435 STATEMENT NO: 42126 Attn: Lynn Swanson adv Federick, Carolyn Personal Injuries—Trip and Fall Sidewalk Injuries Billing Category: 18- RLO Claim#21851368 05/06/2022 Surveillance -Surveillance, LLC 1,540.00 Professional Services 1,540.00 TOTAL ADVANCES THRU 05/31/2022 1,540.00 TOTAL CURRENT WORK 1,540.00 BALANCE DUE $1,540.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 940 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905558 Boynton Beach FL 33435 STATEMENT NO: 42127 Attn: Lynn Swanson adv. Allen, Christina Joi (MVA COBB Police Vehicle#3620) (accident 3/24/2021) Billing Category: 18 RLO Claim#21846301 HOURS 05/19/2022 GB Received and reviewed emails from City and tristar regarding settlement discussions with opposing counsel. Reviewed file in anticipation for receiving lawsuit. 0.20 FOR CURRENT SERVICES RENDERED 0.20 45.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL GAL BETESH 0.20 $225.00 $45.00 TOTAL CURRENT WORK 45.00 BALANCE DUE $45.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 941 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905561 Boynton Beach FL 33435 STATEMENT NO: 42128 Attn: Lynn Swanson adv Norwood, Michael (Slip and Fall accident 3/4/2021) Billing Category: 18- RLO Claim#21859966 HOURS 05/10/2022 GB Emails with Tristar and City regarding Complaint filed and not served. Reviewed Complaint. 0.30 05/12/2022 GB Received and reviewed Complaint and Discovery in preparation for responding. 0.40 05/19/2022 GB Legal research and filed Motion to Dismiss Complaint. 1.10 05/20/2022 GB Finalized Motion to Dismiss and had Motion filed and served. Emails with opposing counsel regarding agreed order on City's Motion to Dismiss. 0.40 05/23/2022 GB Email with opposing counsel regarding resolving Motion to Dismiss Complaint. 0.10 05/24/2022 GB Received and reviewed proposed agreed order granting City's Motion to Dismiss and Plaintiff's proposed First Amended Complaint. Emails with opposing counsel regarding documents. Began drafting responses to Plaintiff's First Set of Interrogatories and First Request for Production. Email to City regarding documents requested. 1.10 05/25/2022 GB Emails with City and tristar regarding discovery. Emails with opposing counsel regarding First Amended Complaint. Continued drafting answers to Plaintiff's First Set of Interrogatories. 0.50 05/26/2022 GB Emails with City regarding discovery. Received and reviewed documents from City regarding claim. 0.60 05/31/2022 GB Emails with opposing counsel regarding Order granting Motion to Dismiss and First Amended Complaint. 0.10 FOR CURRENT SERVICES RENDERED 4.60 1,035.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL GAL BETESH 4.60 $225.00 $1,035.00 Page 942 of 1598 Page: 2 CITY OF BOYNTON BEACH 06/02/2022 ACCOUNT NO: 306-9905561 STATEMENT NO: 42128 adv Norwood, Michael (Slip and Fall accident 3/4/2021) Photocopies TOTAL CURRENT WORK 1,035.00 BALANCE DUE $1,035.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 943 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905573 Boynton Beach FL 33435 STATEMENT NO: 42129 Attn: Lynn Swanson adv. Hughes, Elba (slip &fall) Billing Category: 18- RLO Claim#21855286 HOURS 05/05/2022 GB Email to opposing counsel regarding settlement offer. 0.10 05/06/2022 GB Telephone conference call with City regarding settlement. Email to opposing counsel regarding settlement. 0.30 05/09/2022 GB Email to City and Tristar regarding settlement offer by Plaintiffs counsel. 0.10 05/16/2022 GB Emails with opposing counsel regarding settlement. Emails with City and Tristar regarding Claimant's settlement offer. Updated RLO chart. Telephone conference call with opposing counsel regarding settlement. Drafted Release. Telephone conference call with City regarding settlement. 0.80 05/31/2022 GB Emails with Tristar regarding signed release. 0.10 FOR CURRENT SERVICES RENDERED 1.40 315.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL GAL BETESH 1.40 $225.00 $315.00 TOTAL CURRENT WORK 315.00 BALANCE DUE $315.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 944 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905594 Boynton Beach FL 33435 STATEMENT NO: 42130 Attn: Lynn Swanson FDOT- GCME Water Main Damage Billing Category: 18- RLO Claim#21870606 HOURS 05/09/2022 GB Email to City regarding AECOM's analysis regarding best course of action. 0.10 05/12/2022 GB Email to City regarding status of report from AECOM (engineering firm). 0.10 05/13/2022 KLE Review documents from Gal Betesh; 0.60 GB Received and reviewed emails from City providing update and enclosing documents from AECOM engineering analyzing. Emails to KLE regarding status update. 0.50 05/16/2022 GB Prepared for meeting with KLE regarding next steps given engineer's report. Meeting with KLE regarding next steps given engineer's report. Emails with City regarding next steps. 1.10 KLE Review email from Gal Betesh; prepare for and attend conference with Gal Betesh; 0.80 05/19/2022 GB Emails with City regarding City decided to solicit bids for point repair. Email to KLE providing update. Emails to City regarding permit when pipe was first installed and when AECON will know whether pipe needs to be moved or not. 0.50 KLE Conference with Gal Betesh 0.30 05/20/2022 GB Emails with City regarding next steps with RFP. Email to KLE regarding next steps with RFP. 0.20 KLE Conference with Gal Betesh 0.30 05/23/2022 KLE Conference with Gal Betesh re: procurement 0.30 FOR CURRENT SERVICES RENDERED 4.80 1,080.00 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL KERRY L. EZROL 2.30 $225.00 $517.50 GAL BETESH 2.50 225.00 562.50 TOTAL CURRENT WORK 1,080.00 Page 945 of 1598 Page: 2 CITY OF BOYNTON BEACH 06/02/2022 ACCOUNT NO: 306-9905594 STATEMENT NO: 42130 FDOT- GCME Water Main Damage BALANCE DUE $1,080.00 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 946 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905607 Boynton Beach FL 33435 STATEMENT NO: 42131 Attn: Lynn Swanson adv. Estate of Stanley Davis III Billing Category: 18- RLO Claim#22874044 HOURS 05/03/2022 GB Telephone conference call with City regarding PBA's attorney request. Telephone conference call and emails with JAC regarding PBA's request. Left voicemail and email to Bruce Johnson regarding PBA's request. 0.40 05/04/2022 GB Telephone conference call with Bruce Johnson regarding PBA's public records request. 0.30 FOR CURRENT SERVICES RENDERED 0.70 157.50 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL GAL BETESH 0.70 $225.00 $157.50 TOTAL CURRENT WORK 157.50 BALANCE DUE $157.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 947 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905627 Boynton Beach FL 33435 STATEMENT NO: 42132 Attn: Lynn Swanson Shaun James, Mark Sohn, Andrew Berben and Cory Herny adv. Joseph Smith HOURS 05/17/2022 GB Reviewed Complaint. Legal research City's duty to pay for representation of Officers sued in their individual capacities. Reviewed PBA agreement for City's duty to pay for representation of Officers sued in their individual capacities. Discussions with MDC and JAC regarding City's duty. Emails with City confirming City's duty to provide officers with representation. 1.10 FOR CURRENT SERVICES RENDERED 1.10 247.50 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL GAL BETESH 1.10 $225.00 $247.50 TOTAL CURRENT WORK 247.50 BALANCE DUE $247.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 948 of 1598 GOREN, CHEROF, DOODY & EZROL, P.A. Attorneys at Law 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone (954) 771-4500 Page: 1 CITY OF BOYNTON BEACH 06/02/2022 100 E. Ocean Avenue ACCOUNT NO: 306-9905628 Boynton Beach FL 33435 STATEMENT NO: 42133 Attn: Lynn Swanson adv. McLendon, Riyaaz HOURS 05/25/2022 GB Reviewed new file documents. 0.30 FOR CURRENT SERVICES RENDERED 0.30 67.50 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL GAL BETESH 0.30 $225.00 $67.50 TOTAL CURRENT WORK 67.50 BALANCE DUE $67.50 AMOUNTS PREVIOUSLY BILLED NOT INCLUDED ABOVE Page 949 of 1598 ROBERTS, REYNOLDS, BEDARD & TUZZIO, PLLC 470 Columbia Drive, Suite C-101 West Palm Beach, Florida 33409 Telephone (561)688-6560 Tax ID No. 65-0004867 City of Boynton Beach June 15, 2022 Attn: claims@bbfl.us Bill No. 65853 P.O. Box 310 Boynton Beach, FL 33425-0310 CLIENT: City of Boynton Beach 032 MATTER: Geraci v. Zeller 19132 Adj: Julie Oldbury BILL FOR FEES AND COSTS THROUGH 05/31/22 PROFESSIONAL SERVICES Date Services Attorney Hours 05/04/22 Receipt and review of extensive medical records from South LHR 0.70 Florida Orthopaedics & Sports Medicine re: status of billing records pertaining to Plaintiff, Sanford Geraci, pursuant to subpoena duces tecum. 05/10/22 Receipt and review of letter of no records received from Road LHR 0.20 to Recovery Wellness Center pursuant to subpoena duces tecum. 05/11/22 Receipt and review of correspondence received from LHR 0.20 Gastrocare, LLC pertaining to Plaintiff, Sanford Geraci, pursuant to subpoena duces tecum. 05/25/22 Telephone conference with South Florida Orthopaedics & RKD 0.20 Sports Medicine re: status of billing records pertaining to Plaintiff, Sanford Geraci, pursuant to subpoena duces tecum. PROFESSIONAL SERVICES SUMMARY Code Name Hours Rate Amount LHR Lyman H. Reynolds, Jr., Partner 1.10 185.00 203.50 RKD Rebecca K. Davis, Paralegal 0.20 110.00 22.00 Total Professional Services 1.30 $225.50 Page 950 of 1598 Client: City of Boynton Beach June 15, 2022 Matter: 19132 - Geraci v. Zeller Page 2 CURRENT BILL TOTAL AMOUNT DUE $ 225.50 Balance Forward: 2,156.50 Payments &Adjustments: -2,156.50 Total Due: $ 225.50 Page 951 of 1598 Please return this page with remittance to Roberts, Reynolds, Bedard & Tuzzio, PLLC 470 Columbia Drive, Suite C-101 West Palm Beach, Florida 33409 Bill Number: 65853 Bill Date: June 15, 2022 Client Code: 032 Client Name: City of Boynton Beach Matter Code: 19132 Matter Name: Geraci v. Zeller Total Professional Services 225.50 Total Disbursements 0.00 CURRENT BILL TOTAL AMOUNT DUE $ 225.50 Balance Forward: 2,156.50 Payments &Adjustments: -2,156.50 Total Due: $ 225.50 Past Due Balance 0.00 TOTAL AMOUNT DUE $225.50 Page 952 of 1598 ROBERTS, REYNOLDS, BEDARD & TUZZIO, PLLC 470 Columbia Drive, Suite C-101 West Palm Beach, Florida 33409 Telephone (561)688-6560 Tax ID No. 65-0004867 Tristar Risk Management June 21, 2022 Attn: Karen Klein Bill No. 66097 P.O. Box 2805 Clinton, Iowa 52733-2805 CLIENT: Gallagher Bassett Services, Inc. 138 MATTER: Readon v. Boynton Beach 18187 Claim #001470-000396-AB-01 BILL FOR FEES AND COSTS THROUGH 05/31/22 PROFESSIONAL SERVICES Date Services Attorney Hours 05/11/22 Correspondence to correspondences to and from Elijah SWK 0.40 Giuliano, counsel for Lex Eugene, re his representation of of Mr. Eugene at deposition. 05/11/22 Review/Analyze of file to determine relevant documents in KLR 0.90 support of deposition of Lex Eugene on 5/12/22. 05/11/22 Plan and Prepare for deposition of Lex Eugene, including SWK 2.10 review of his jail telephone call, prior testimony at sentencing and police report, and preparation of outline of examination 05/11/22 Communicate/Other Counsel telephone conference with Gal SWK 0.40 Betesh, counsel for City re discussing Lex Eugene's deposition 05/12/22 Correspondence to Gal Betesh re Lex Eugene's statement from SWK 0.20 criminal trial. 05/12/22 Attendance at deposition of Lex Eugene (via Zoom, witness SWK 0.20 plead Fifth and deposition did not occur) PROFESSIONAL SERVICES SUMMARY Code Name Hours Rate Amount KLR Kathryn L. Reeves, Paralegal 0.90 110.00 99.00 SWK Stephanie W. Kaufer, Partner 3.30 185.00 610.50 Total Professional Services 4.20 $709.50 Page 953 of 1598 Client: Gallagher Bassett Services, Inc. June 21, 2022 Matter: 18187 - Readon v. Boynton Beach Page 2 CURRENT BILL TOTAL AMOUNT DUE $ 709.50 Balance Forward: 971.75 Payments &Adjustments: -971.75 Total Due: $ 709.50 Page 954 of 1598 Please return this page with remittance to Roberts, Reynolds, Bedard & Tuzzio, PLLC 470 Columbia Drive, Suite C-101 West Palm Beach, Florida 33409 Bill Number: 66097 Bill Date: June 21, 2022 Client Code: 138 Client Name: Gallagher Bassett Services, Inc. Matter Code: 18187 Matter Name: Readon v. Boynton Beach Total Professional Services 709.50 Total Disbursements 0.00 CURRENT BILL TOTAL AMOUNT DUE $ 709.50 Balance Forward: 971.75 Payments &Adjustments: -971.75 Total Due: $ 709.50 Past Due Balance 0.00 TOTAL AMOUNT DUE $709.50 Page 955 of 1598 ROBERTS, REYNOLDS, BEDARD & TUZZIO, PLLC 470 Columbia Drive, Suite C-101 West Palm Beach, Florida 33409 Telephone (561)688-6560 Tax ID No. 65-0004867 City of Boynton Beach June 21, 2022 Attn: Karen Klein Bill No. 66094 P.O. Box 310 Boynton Beach, FL 33425-0310 CLIENT: City of Boynton Beach 032 MATTER: McFadden v. CBB/Sohn 20469 Claim #N/A BILL FOR FEES AND COSTS THROUGH 05/31/22 PROFESSIONAL SERVICES Date Services Attorney Hours 05/02/22 Receipt and review of Joint Motion for Costs. BLB 0.30 05/03/22 Correspondence to Ms. Klein regarding joint motion to tax costs AGB 0.20 05/03/22 Correspondence to Ms. Klein regarding plaintiff appealing ruling AGB 0.20 on motions for summary judgment and final judgment entered in favor of defendants 05/03/22 Receipt and review of correspondence from United States SWK 0.30 Court of Appeals for 11th Circuit re Plaintiffs Notice of Appeal and Appellate court deadlines. 05/04/22 Receipt and review of Gal Betesh's Appearance of Counsel SWK 0.10 form for City of Boyton Beach in 11th Judicial Circuit Court of Appeals. 05/05/22 Receipt and review of City of Boynton Beach's Corporate SWK 0.20 Disclosure Statement and Certificate of Interested Parties 05/10/22 Preparation of Notice of Appearance in U.S. Court of Appeals. SWK 0.20 05/12/22 Draft/Revise corporate disclosure and certificate of interested AGB 0.70 parties 05/18/22 Receipt and review of Clerk's Notice that Appellant's Statement BLB 0.10 was due 5/17/22. 05/18/22 Receipt and review of Appellant's Motion to Withdraw. BLB 0.10 05/18/22 Preparation of Correspondence to Linnes Finney re: no BLB 0.10 objection to Motion to Withdraw as counsel. 05/18/22 Telephone conference with Linnes Finney to discuss extension BLB 0.30 to file statement. 05/19/22 Receipt and review of Appellant's Motion for Leave to File Out BLB 0.30 of Time Statement. 05/23/22 Receipt and review of Court's Order on Sohn & City of Boynton BLB 0.10 Beach's Motion to Tax Fees and Costs. Page 956 of 1598 Client: City of Boynton Beach June 21, 2022 Matter: 20469 - McFadden v. CBB/Sohn Page 2 PROFESSIONAL SERVICES Date Services Attorney Hours PROFESSIONAL SERVICES SUMMARY Code Name Hours Rate Amount AGB Ann G. Breeden, Associate 1.10 160.00 176.00 BLB Benjamin L. Bedard, Partner 1.30 185.00 240.50 SWK Stephanie W. Kaufer, Partner 0.80 185.00 148.00 Total Professional Services 3.20 $564.50 CURRENT BILL TOTAL AMOUNT DUE $ 564.50 Balance Forward: 5,710.00 Payments &Adjustments: -5,710.00 Total Due: $ 564.50 Page 957 of 1598 Please return this page with remittance to Roberts, Reynolds, Bedard & Tuzzio, PLLC 470 Columbia Drive, Suite C-101 West Palm Beach, Florida 33409 Bill Number: 66094 Bill Date: June 21, 2022 Client Code: 032 Client Name: City of Boynton Beach Matter Code: 20469 Matter Name: McFadden v. CBB/Sohn Total Professional Services 564.50 Total Disbursements 0.00 CURRENT BILL TOTAL AMOUNT DUE $ 564.50 Balance Forward: 5,710.00 Payments &Adjustments: -5,710.00 Total Due: $ 564.50 Past Due Balance 0.00 TOTAL AMOUNT DUE $564.50 Page 958 of 1598 ROBERTS, REYNOLDS, BEDARD & TUZZIO, PLLC 470 Columbia Drive, Suite C-101 West Palm Beach, Florida 33409 Telephone (561)688-6560 Tax ID No. 65-0004867 City of Boynton Beach June 21, 2022 Attn: Julie Oldbury Bill No. 66095 P.O. Box 310 Boynton Beach, FL 33425-0310 CLIENT: City of Boynton Beach 032 MATTER: Smith (Joseph) v. Sohn et al. 22369 Claim # BILL FOR FEES AND COSTS THROUGH 05/31/22 PROFESSIONAL SERVICES Date Services Attorney Hours 05/17/22 Receipt and review of Correspondence from Julie Oldbury re: BLB 0.70 new case. 05/17/22 Preparation of Correspondence to Julie Oldbury re: no conflict BLB 0.10 and send file. 05/17/22 Receipt and review of body cam footage, police reports and SWK 2.40 radio conversations contained in correspondence from Julie Oldbury. 05/17/22 Preparation of Correspondence to Julie Oldbury re: confirm BLB 0.30 new case and request documents. 05/17/22 Preparation of Correspondence to Mark Sohn re: advise of BLB 0.30 representation and request file. 05/17/22 Preparation of Notice of Appearance. BLB 0.10 05/27/22 Receipt and review of James' Notice of Appearance. BLB 0.10 05/27/22 Telephone conference with Don Stephens re: issues regarding BLB 0.30 case. PROFESSIONAL SERVICES SUMMARY Code Name Hours Rate Amount BLB Benjamin L. Bedard, Partner 1.90 185.00 351.50 SWK Stephanie W. Kaufer, Partner 2.40 185.00 444.00 Total Professional Services 4.30 $795.50 Page 959 of 1598 Client: City of Boynton Beach June 21, 2022 Matter: 22369 - Smith (Joseph) v. Sohn et al. Page 2 CURRENT BILL TOTAL AMOUNT DUE $ 795.50 Balance Forward: 0.00 Payments &Adjustments: -0.00 Total Due: $ 795.50 Page 960 of 1598 Please return this page with remittance to Roberts, Reynolds, Bedard & Tuzzio, PLLC 470 Columbia Drive, Suite C-101 West Palm Beach, Florida 33409 Bill Number: 66095 Bill Date: June 21, 2022 Client Code: 032 Client Name: City of Boynton Beach Matter Code: 22369 Matter Name: Smith (Joseph) v. Sohn et al. Total Professional Services 795.50 Total Disbursements 0.00 CURRENT BILL TOTAL AMOUNT DUE $ 795.50 Balance Forward: 0.00 Payments &Adjustments: -0.00 Total Due: $ 795.50 Past Due Balance 0.00 TOTAL AMOUNT DUE $795.50 Page 961 of 1598 6.G. Consent Agenda 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Approve the piggybacking of the NASPO Contract number 43230000-NASPO-16-ACS-SVAR, which satisfies the City of Boynton purchasing policy and issue a purchase order for the software subscription renewal purchase of Qualys advanced threat detection and patch management software for the annual cost of $48,330.00 Explanation of Request: Contract Period: December 6, 2016—September 30, 2022 The City Commission originally approved the purchase of Qualys advanced threat detection and patch management software at the August 4, 2020 City Commission meeting and renewed for a second year at J my 20, 2021 City Commission meeting. Qualys advanced threat detection and patch management software is an annual subscription service. The Qualys software modules in this purchase perform threat detection, alerting and prevention, as well as system vulnerability assessments and remediation. These modules will be implemented to monitor and remediate City, Utilities and Police Department networks and computer assets. How will this affect city programs or services? Cybersecurity vulnerability detection and prevention are vital to the City's operational success. The Qualys system provides an additional high level of security and protection from cybersecurity incidents. Fiscal Impact: Funding will be from account#001-1510-513.46-91 (Software Maintenance). Alternatives: Deny this request and direct staff to issue a BID to get competitive pricing from multiple vendors, delaying the renewal of security monitoring on the City's network. Strategic Plan: Building Wealth in the Community Strategic Plan Application: The Qualys advanced threat detection and patch management software will serve to build and maintain 'wealth in the community' by protecting the City's computers systems from cybersecurity incidents. Not renewing the software would have a negative impact on the security and reliability of the City's computing environment, and in turn the services provided to the community. Climate Action Application: Page 962 of 1598 Is this a grant? Grant Amount: Attachments: Type Description D Quotes CDWG Quote D Agreement Florida Contract 43230000-NASPO-16-ACS- of vare VAR D Contract CDWG-NASPO Master Agreement D Attachment CDWG-NASPO Master Price Agreement D Amendment CDWG-Florida DIMS Amendment D Other NAS PO Contract- Vendor Information Page 963 of 1598 d PEOPLE WHO GET IT DEAR CHARLES STEVENS, Thank you for considering CDW•G LLC for your computing needs. The details of your quote are below. e ,fer :\ to Convert your quote to an order. QUOTE# QUOTE DATE... I..... QUOTE REFERENCE CUSTOMER# GRANDTOTAL MVICS0y 6/15/2022QUALYS RNWL 4276732 $48,330.00 ITEM QTY CDW# UNIT PRICE EXT.PRICE Q,L)AIL y'SE�;.�)R.E.S s,.,jj, E S,,,,a � P 1 5659851 $0.00 $0.00 Mfg. Part#: Q-ESUITE Electronic distribution - NO MEDIA Contract: Florida NVP Software 43230000-NASPO-I6-ACS-SVAR (ADSPO16-130652) Qe,a ..EXPRESS oM s Sy Ipw RwL"�°�? 2560 5671947 $7.50 $19,200.00 .. A v.,................. Mfg. Part#: Q-X-VS-PKG Electronic distribution - NO MEDIA Contract: Florida NVP Software 43230000-NASPO-I6-ACS-SVAR (ADSPO16-130652) L.... f........ ... ...:.............. :. 'I s ...1.. 7......:( 1000 5740851 $22.00 $22,000.00 ;;(C' Mfg. Part#: Q-S-PM Electronic distribution - NO MEDIA Contract: Florida NVP Software 43230000-NASPO-I6-ACS-SVAR (ADSPO16-130652) 9.,�.Cl EX'r wr'.II IPS 16 5066616 $0.00 $0.00 Mfg. Part#: Q-PCI-E Electronic distribution - NO MEDIA Contract: Florida NVP Software 43230000-NASPO-I6-ACS-SVAR (ADSPO16-130652) 4,ke',,AILVS 4k.: SCANNER w� �2A xN ..L)B 1 5659883 $950.00 $950.00 Mfg. Part#: Q-VS Electronic distribution - NO MEDIA Contract: Florida NVP Software 43230000-NASPO-I6-ACS-SVAR (ADSPO16-130652) Qkg'?AL. bw VS LD A . ",. 4M 1000 5659891 $1.87 $1,870.00 Mfg. Part#: Q-X-CAP-VM Electronic distribution - NO MEDIA Contract: Florida NVP Software 43230000-NASPO-I6-ACS-SVAR (ADSPO16-130652) 4,ke',,AILVS 4k.: SCANNER w� �2A xN ..L)B 1 5659860 $950.00 $950.00 Mfg. Part#: VS Electronic distribution - NO MEDIA Contract: Florida NVP Software 43230000-NASPO-I6-ACS-SVAR (ADSPO16-130652) „I.VS �;.�)RE � .sM).CG E r Rwr'..I s Cl 16 5672350 $210.00 $3,360.00 Mfg. Part#: Q-XP-PKG Electronic distribution - NO MEDIA Page 1 of 2 Page 964 of 1598 Contract: Florida NVP Software 43230000 NASPO 16 ACS SVAR ADSP016-130652 These services are considered Third Party Services, and this purchase is subject to CDW's �;r ;�, s, unless you have a written agreement with CDW covering your purchase of products and services, in which case this purchase is subject to such other written agreement. The third-party Service Provider will provide these services directly to you pursuant to the Service Provider's standard terms and conditions or such other terms as agreed upon directly between you and the Service Provider. The Service Provider, not CDW, will be responsible to you for delivery and performance of these services. Except as otherwise set forth in the Service Provider's agreement, these services are non-cancellable, and all fees are non-refundable. PURCHASER BILLING INFO SUBTOTAL $48,330.00 Billing Address: SHIPPING '', $0.00 CITY OF BOYNTON BEACH, FLORIDA PROCUREMENT SERVICES DEPARTMENT SALES TAX $0.00 100 EAST OCEAN AVE P.O. BOX 310 GRAND TOTAL $48,880.00 BOYNTON BEACH, FL 33425-0310 Phone: (561)742-6000 Payment Terms: Net 30 Days-Govt State/Local DELIVER TO Please remit payments to: Shipping Address: CDW Government CITY OF BOYNTON BEACH, FLORIDA 75 Remittance Drive CHARLES STEVENS Suite 1515 100 E OCEAN AVE Chicago, IL 60675-1515 BOYNTON BEACH, FL 33435-4515 Shipping Method: ELECTRONIC DISTRIBUTION Zs ned.b:r° o (877)649-8688 zachdel@cdwg.com This quote is subject to CDW's Terms and Conditions of Sales and Service Projects at aspxh For more information,contact a CDW account manager @ 2022 CDW•G LLC 200 N. Milwaukee Avenue,Vernon Hills, IL 60061 1 800.808.4239 Page 2 of 2 Page 965 Of 1598 NASPO ValuePoint PARTICIPATING ADDENDUM Software Value Added Reseller(SVAR) Administered by the State of Arizona (hereinafter"Lead State) Participating Addendum No: 43230000-NASPO-16-ACS-Software VAR CDW-Government LLC Master Agreement No: ADSPO16-130652 (hereinafter"Contractor) And Florida Department of Management Services (hereinafter"Participating State/Entity' Page 1 of 17 I. MASTER AGREEMENT TERMS AND CONDITIONS: a. Scope: This Participating Addendum covers the Software Value Added Reseller contract led by the State of Arizona for use by state agencies and other entities located in the Participating State authorized by that state's statutes to utilize State contracts with the prior approval of the state's chief procurement official. b. Participation: Use of specific NASPO ValuePoint cooperative contracts by agencies, political subdivisions and other entities (including cooperatives) authorized by an individual state's statutes to use State contracts are subject to the prior approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official. II. PARTICIPATING STATE MODIFICATIONS OR ADDITIONS TO MASTER AGREEMENT: These modifications or additions apply only to actions and relationships within the Participating State. The following changes are modifying or supplementing the Master Agreement terms and conditions. a. Participating Addendum: As used in this document, "Participating Addendum" (whether or not capitalized) shall, unless the context requires otherwise, include this document and all incorporated Exhibits, which set forth the entire understanding of the Parties and supersedes all prior agreements. All modifications to this Participating Addendum must be in writing and signed by all Parties. All Exhibits attached and listed below are incorporated in their entirety into, and form part of this Participating Addendum. The Participating Addendum Exhibits shall have priority in the order listed: 1) Exhibit A: Contract Conditions, Florida General 2) Exhibit B: Contract Conditions, Florida Special 3) Exhibit C: NASPO ValuePoint Master Agreement Number If a conflict exists among any of the Participating Addendum documents, the documents shall have priority in the order listed below: 1) The Addendum 2) Florida Special Contract Conditions, Exhibit B 3) Florida General Contract Conditions, Exhibit A 4) NASPO ValuePoint Master Agreement Number, Exhibit C Page 966 of 1598 Page 2 of 17 b. �qubg2ntractors:All contractors, dealers, and resellers authorized in the Participating State, as shown on the dedicated Contractor(cooperative contract)website, are approved to provide saI es and service support to participants in the NASPO ValuePolnt Master Agreement. If resellerstpartners are utilized by Florida customers, at least one must be a Florida based business. The contractor's dealer participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement. c. Orders: Upon execution of# i ipating Addendum, customers in the Participating State, may purchase products and services under the Master Agreement using this State of Florida alternate contract source number 43230000-NASPO-16-ACS-Software VAR. Any order placed by a customer In the Paiticipating State for a product and/or service available from the Master Agreement shall be deemed to be a sale under(and governed by the prices and other terms and conditions)of the Master Agreement unless the parties to(he order agree in writing that another contract or agreement applies to such order. d. Amenements: No oral modifications to this Participating Addendum are permitted.All modifications to this Participating Addendum must be In writing and signed by both parties. Notwithstanding the order listed In section 11 (b), amendments executed after the Participating Addendum is executed may expressly change the provisions of the Participating Addendum. If they do so expressly, then the most recent amendment will take precedence over anything else that is part of the Parflcipating Addendum. IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below. Contractor.CDW Govemmeni LLC Signature., Signature- w ebra Forbess Name: Title: Director of Administration ritle: V?_ .......... ............. D # Date: Page 967 of 1598 Page 3 of 17 EXHIBIT A FLORIDA GENERAL CONTRACT CONDITIONS Table of Contents SECTION 1. DEFINITIONS. ......................................................................................................3 SECTION 2. CONTRACT TERM AND TERMINATION. ............................................................3 SECTION 3. PAYMENT AND FEES..........................................................................................4 SECTION 4. CONTRACT MANAGEMENT................................................................................5 SECTION 5. COMPLIANCE WITH LAWS. ................................................................................7 SECTION 6. MISCELLANEOUS................................................................................................8 SECTION 7. WORKERS' COMPENSATION AND GENERAL LIABILITY INSURANCE, AND INDEMNIFICATION....................................................................................................................9 SECTION 8. PUBLIC RECORDS TRADE SECRETS DOCUMENT MANAGEMENT AND INTELLECTUAL PROPERTY...................................................................................................10 SECTION 9. GRATUITIES AND LOBBYING...........................................................................12 SECTION 10. CONTRACT MONITORING. .............................................................................12 SECTION 11. CONTRACT AUDITS. .......................................................................................13 SECTION 12. BACKGROUND SCREENING AND SECURITY. ..............................................14 These General Contract Conditions supersede and replace in their entirety all General Contract Conditions, Form PUR 1000, which is incorporated by reference in Rule 60A-1.002, Florida Administrative Code (F.A.C.) SECTION 1. DEFINITIONS. The following definition applies in addition to the definitions in Chapter 287, Florida Statutes, (F.S.) and Rule Chapter 60A-1, F.A.C.: 1.1 Customer. The agency or eligible user that purchases commodities or contractual services pursuant to the Contract. SECTION 2. CONTRACT TERM AND TERMINATION. 2.1 Initial Term. The initial term will begin on the date set forth in the Master Agreement or on the date the Participating Addendum is signed by all Parties, whichever is later. 2.2 Renewal. Upon written agreement, the Department and the Contractor may renew the Participating Addendum in whole or in part only as set forth in the Contract, and in accordance with section 287.057(13), F.S., and Rule 60A-1.048, F.A.C. 2.3 Suspension of Work and Termination. Page 968 of 1598 Page 4 of 17 2.3.1 Suspension of Work. The Department may, at its sole discretion, suspend any or all activities under the Contract, at any time, when it is in the best interest of the State of Florida to do so. A Customer may, at its sole discretion, suspend a resulting contract or purchase order, at any time, when in the best interest of the Customer to do so. The Department or Customer will provide the Contractor written notice outlining the particulars of suspension. Examples of the reason for suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a suspension notice, the Contractor must comply with the notice and will cease the activities associated with any resulting contract or purchase order. Within 90 days, or any longer period agreed to by the Contractor, the Department or Customer will either (1) issue a notice authorizing resumption of work, at which time activity will resume, or (2) terminate the Contract or a resulting contract or purchase order. Suspension of work will not entitle the Contractor to any additional compensation. 2.3.2 Termination for Convenience. The Contract may be terminated by the Department in whole or in part at any time, in the best interest of the State of Florida. If the Contract is terminated before performance is completed, the Contractor will be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of the Contract price as the amount of work satisfactorily performed. All work in progress will become the property of the Customer and will be turned over promptly by the Contractor. 2.3.3 Termination for Cause. If the Department determines that the performance of the Contractor is not satisfactory, the Department may, at its sole discretion, (a) immediately terminate the Contract, (b) notify the Contractor of the deficiency with a requirement that the deficiency be corrected within a specified time, otherwise the Contract will terminate at the end of such time, or (c) take other action deemed appropriate by the Department. SECTION 3. PAYMENT AND FEES. 3.1 Pricing. The Contractor will not exceed the pricing set forth in the Contract. 3.2 Price Decreases. The following price decrease terms will apply to the Contract: (a) Quantity Discounts. Contractor may offer additional discounts for one-time delivery of large single orders. (b) Preferred Pricing. Consistent with the goals of section 216.0113, F.S., Contractor acknowledges and recognizes that the Department wants to take advantage of any improvements in pricing over the course of the Contract period. To that end, the pricing indicated in this Contract is a maximum guarantee under the terms of this clause. Contractor's pricing will not exceed, on an aggregate basis, the pricing offered under comparable contracts for public entities. Comparable contracts are those which are similar in size, scope and terms. The Contractor shall submit to the Department a completed Preferred Pricing affidavit form annually. (c) Sales Promotions. In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. A Contractor must submit documentation identifying the proposed (1) starting and ending dates of the promotion, (2) commodities or contractual services involved, and (3) promotional prices compared to then-authorized prices. Page 969 of 1598 Page 5 of 17 3.3 Payment Invoicing. The Contractor will be paid upon submission of properly certified invoices to the Customer after delivery and acceptance of commodities or contractual services are confirmed by the Customer. Invoices must contain detail sufficient for an audit and contain the Contract Number and the Contractor's Federal Employer Identification Number. 3.4 Purchase Order. A Customer may use purchase orders to buy commodities or contractual services pursuant to the Contract. The Contractor must provide commodities or contractual services pursuant to purchase orders. The purchase order period of performance survives the expiration of the Contract. The duration of purchase orders must not exceed the expiration of the Contract by more than 12 months. 3.5 Travel. Travel expenses are not reimbursable unless specifically authorized by the Customer in writing, and may be reimbursed only in accordance with section 112.061, F.S. 3.6 Annual Appropriation. Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an agency for the purchase of services or tangible personal property for a period in excess of one fiscal year, the State of Florida's performance and obligation to pay under the Contract is contingent upon an annual appropriation by the Legislature. 3.7 Transaction Fees. The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), Florida Statutes. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, Florida Administrative Code, or as may otherwise be established by law. Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees, when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida. 3.8 Taxes. The State of Florida is not required to pay any taxes, including customs and tariffs, on commodities or contractual services purchased under the Contract. 3.9 Return of Funds. Contractor will return any overpayments due to unearned funds or funds disallowed pursuant to the terms of the Contract that were disbursed to the Contractor by the Department or Customer. The Contractor must return any overpayment within 40 calendar days after either discovery by the Contractor, its independent auditor, or notification by the Department or Customer of the overpayment. SECTION 4. CONTRACT MANAGEMENT. 4.1 Composition and Priority. The Contractor agrees to provide commodities or contractual services to the Customer within the manner and at the location specified in the Contract and any attachments to the Contract. Additionally, the terms of the Contract supersede the terms of any and all prior or contemporaneous agreements between the Parties. 4.2 Notices. Page 970 of 1598 Page 6 of 17 All notices required under the Contract must be delivered to the designated Contract Manager by certified mail, return receipt requested, by reputable air courier service, email, or by personal delivery, or as otherwise identified by the Department. 4.3 Department's Contract Manager. The Department's Contract Manager, is primarily responsible for the Department's oversight of the Contract. In the event that the Department changes the Contract Manager, the Department will notify the Contractor. Such a change does not require an amendment to the Contract. 4.4 Contractor's Contract Manager. The Contractor's Contract Manager is primarily responsible for the Contractor's oversight of the Contract performance. In the event that the Contractor changes its Contract Manager, the Contractor will notify the Department. Such a change does not require an amendment to the Contract. 4.5 Diversity Reporting. The State of Florida supports its diverse business community by creating opportunities for woman-, veteran-, and minority-owned small business enterprises to participate in procurements and contracts. The Department encourages supplier diversity through certification of woman-, veteran-, and minority- owned small business enterprises, and provides advocacy, outreach, and networking through regional business events. For additional information, please contact the Office of Supplier Diversity (OSD) at osdinfo@dms.myflorida.com. Upon request, the Contractor will report to the Department its spend with business enterprises certified by the OSD. These reports must include the time period covered, the name and Federal Employer Identification Number of each business enterprise utilized during the period, commodities and contractual services provided by the business enterprise, and the amount paid to the business enterprise on behalf of each Customer purchasing under the Contract. 4.6 RESPECT. Subject to the agency determination provided for in Section 413.036, F.S., the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413, FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA STATUTES; AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED. Additional information about the designated nonprofit agency and the commodities or contractual services it offers is available at http://www.respectofflorida.org. 4.7 PRIDE. Subject to the agency determination provided for in Sections 946.515 and 287.042(1), F.S., the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S., IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 946.515(2) AND (4), F.S.; AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE Page 971 of 1598 Page 7 of 17 SUBSTITUTED FOR THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED. Additional information about PRIDE and the commodities or contractual services it offers is available at http://www.pride-enterprises.org. SECTION 5. COMPLIANCE WITH LAWS. 5.1 Conduct of Business. The Contractor must comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and authority. For example, the Contractor must comply with Section 274A of the Immigration and Nationality Act, the Americans with Disabilities Act, Health Insurance Portability and Accountability Act, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran's status. Pursuant to subsection 287.058(1), F.S., the provisions of subparagraphs 287.058(1)(a)-(c), F.S., are hereby incorporated by reference, to the extent applicable. 5.2 Governing Law and Venue. The laws of the State of Florida govern the Contract. The Parties submit to the jurisdiction of the courts of the State of Florida exclusively for any legal action related to the Contract. Further, the Contractor hereby waives any and all privileges and rights relating to venue it may have under Chapter 47, F.S., and any and all such venue privileges and rights it may have under any other statute, rule, or case law, including, but not limited to those based on convenience. The Contractor hereby submits to venue in the county chosen by the Department. 5.3 Department of State Registration. The Contractor and any subcontractors that assert corporate status must provide the Department with conclusive evidence, per section 607.0127, F.S., of a certificate of status, not subject to qualification, if a Florida business entity, or of a certificate of authorization if a foreign business entity and maintain such status or authorization through the life of the Contract and any resulting contract or purchase order. 5.4 Convicted and Discriminatory Vendor Lists. In accordance with sections 287.133 and 287.134, F.S., an entity or affiliate who is on the Convicted Vendor List or the Discriminatory Vendor List may not perform work as a contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must notify the Department if it or any of its suppliers, subcontractors or consultants have been placed on the Convicted Vendor List or the Discriminatory Vendor List during the term of the Contract. 5.5 Contractor Certification. If the Contract exceeds $1,000,000.00 in total, not including renewal years, Contractor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List created pursuant to sections 215.473, F.S. and 215.4725 F.S, respectively. Pursuant to section 287.135(5), F.S., and 287.135(3), F.S., Contractor agrees the Department may immediately terminate the Contract for cause if the Contractor is found to have submitted a false certification or if Contractor is placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel during the term of the Contract. 5.6 Cooperation with Inspector General. Page 972 of 1598 Page 8 of 17 Pursuant to subsection 20.055(5), F.S., Contractor, and any subcontractor to the Contractor, understand and will comply with their duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or any other authorized State official, the Contractor must provide any type of information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but will not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor will retain such records for five years after the expiration of the Contract, or the period required by the General Records Schedules maintained by the Florida Department of State (available at: http://dos.myflorida.com/library-archives/records- management/general-records-schedules/), whichever is longer. The Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation incurred by the Inspector General or other authorized State of Florida official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State of Florida which results in the suspension or debarment of the Contractor. Such costs will include, but will not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. 5.7 Inspection. Section 215.422, F.S., provides that agencies have five working days to inspect and approve commodities or contractual services. Items may be tested for compliance with specifications. Items delivered not conforming to specifications may be rejected and returned at the Contractor's expense. SECTION 6. MISCELLANEOUS. 6.1 Notice of Legal Actions. Contractor complies with and is restricted by SEC requirements regarding legal action disclosures. Contractor's filings are available at http://investor.cdw.com/sec.cfm?DocType=Annual&Year=&FormatFilter= 6.2 Subcontractors. The Contractor will not subcontract any work under the Contract without prior written consent of the Department. The Contractor is fully responsible for satisfactory completion of all subcontracted work. The Department supports diversity in its procurements and contracts, and requests that Contractor offer subcontracting opportunities to certified woman-, veteran-, and minority-owned small businesses. The Contractor may contact the OSD at osdhelp(a_dms.myflorida.com for information on certified small business enterprises available for subcontracting opportunities. 6.3 Assignment. The Contractor will not sell, assign or transfer any of its rights, duties or obligations under the Contract without the prior written consent of the Department. In the event of any assignment, the Contractor remains secondarily liable for performance of the Contract. The Department may assign the Contract to another state agency. 6.4 Independent Contractor. The Contractor and its employees, agents, representatives, and subcontractors are not employees or agents of the Department and are not entitled to the benefits of State of Florida employees. The Department will not be bound by any acts or conduct of the Contractor or its employees, agents, representatives, or subcontractors. The Contractor agrees to include this provision in all of its subcontracts under the Contract. 6.5 Risk of Loss. Until acceptance, risk of loss or damage will remain with the Contractor. The Contractor will be responsible for filing, processing, and collecting all damage claims. To assist the Contractor with damage claims, the Customer will: record any evidence of visible damage on all copies of the Page 973 of 1598 Page 9 of 17 delivering carrier's Bill of Lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the carrier's Bill of Lading and damage inspection report. When a Customer or the Department rejects a commodity, Contractor will remove the commodity from the premises within 10 days after notification of rejection, and the risk of loss will remain with the Contractor. Commodities not removed by the Contractor within 10 days will be deemed abandoned by the Contractor and the Customer or the Department will have the right to dispose of it as its own property. Contractor will reimburse the Customer or the Department for costs and expenses incurred in storing or effecting removal or disposition of rejected commodities. 6.6 Safety Standards. All manufactured items and fabricated assemblies subject to operation under pressure, operation by connection to an electric source, or operation involving connection to a manufactured, natural, or LP gas source shall be constructed and approved in a manner acceptable to the appropriate State of Florida inspector. Acceptability customarily requires, at a minimum, an identification marking of the appropriate safety standard organization, where such approvals of listings have been established for the type of device offered and furnished, for example: the American Society of Mechanical Engineers for pressure vessels; the Underwriters Laboratories, and National Electrical Manufacturers' Association for electrically operated assemblies; and the American Gas Association for gas-operated assemblies. In addition, all items furnished must meet all applicable requirements of the Occupational Safety and Health Act and State of Florida and federal requirements relating to clean air and water. 6.7 Ombudsman. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this office are found in section 215.422, F.S., which include disseminating information relative to prompt payment and assisting contractors in receiving their payments in a timely manner from a Customer. The Vendor Ombudsman may be contacted at (850) 413-5516. 6.8 Time is of the Essence. Time is of the essence regarding each and every obligation of the Contractor. Each obligation is deemed material, and a breach of any such obligation (including a breach resulting from untimely performance) is a material breach. 6.9 Waiver. The delay or failure by the Department or Customer to exercise or enforce any rights under the Contract will not constitute waiver of such rights. 6.10 Modification and Severability. The Contract may only be modified by written agreement between the Department and the Contractor. Should a court determine any provision of the Contract is invalid, the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if the Contract did not contain the provision held invalid. SECTION 7. WORKERS' COMPENSATION AND GENERAL LIABILITY INSURANCE, AND INDEMNIFICATION 7.1 Workers' Compensation Insurance. To the extent required by law, the Contractor must be self-insured against, or must secure and maintain during the life of the contract, Worker's Compensation Insurance for all its employees connected with the work of this project, and in case any work is subcontracted, the Contractor must require the subcontractor similarly to provide Worker's Compensation Insurance for all of the Tatter's employees unless such employees engaged in work under the resulting contract are covered by the Contractor's insurance program. Self-insurance or insurance coverage must comply with the Florida Worker's Compensation law. In the event hazardous work is being performed by the Contractor under the resulting contract or purchase order and any class of employees performing the hazardous work is not protected under Worker's Compensation statutes, the Contractor must provide, and cause each Page 974 of 1598 Page 10 of 17 subcontractor to provide adequate insurance satisfactory to the Department for the protection of employees not otherwise protected. 7.2 Insurance The terms and conditions of paragraph 17, of the NASPO Value Point Master Agreement (Master Agreement) shall govern for purchases made under the Participating Addendum.The Contractor must require its insurance carrier to add the Department to the insurance policies as an additional insured, as provided below: Florida Department of Management Services c/o Division of State Purchasing 4050 Esplanade Way, Suite 36060 Tallahassee, Florida 32399-0950 7.3 Indemnification. The terms and conditions of Section 14, Indemnification, of the Master Agreement shall govern for purchases made under the Participating Addendum. SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT AND INTELLECTUAL PROPERTY. 8.1 Public Records. The Department may unilaterally cancel this Contract for refusal by the Contractor to comply with this section by not allowing public access to all documents, papers, letters or other material made or received by the Contractor in conjunction with the Contract, unless the records are exempt from section 24(a) of Article I of the State Constitution and section 11 9.07(l), F.S. Solely for the purposes of this section the contract manager is the agency custodian of public records, unless another is designated per (e), below. If, under a resulting contract or purchase order, the Contractor is providing services and is acting on behalf of a public agency, as provided by section 119.0701, Florida Statutes. The Contractor shall: (a) Keep and maintain public records required by the public agency to perform the service; (b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within reasonable time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the contract term and following the completion of the contract if the contractor does not transfer the records to the public agency; (d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency; and Page 975 of 1598 Page 11 of 17 (e) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE TELEPHONE NUMBER, EMAIL ADDRESS AND MAILING ADDRESS PROVIDED IN THE RESULTING CONTRACT OR PURCHASE ORDER. 8.2 Protection of Trade Secrets or Confidential Information. If the Contractor considers any portion of materials made or received in the course of performing the Contract ("contract-related materials") to be trade secret under section 812.081, F.S., or otherwise confidential under Florida or federal law, the Contractor must clearly designate that portion of the materials as "confidential" when submitted to the Department. If the Department receives a public records request for contract-related materials designated by the Contractor as "confidential," the Department will provide only the portions of the contract-related materials not designated as "confidential." If the requester asserts a right to examine contract-related materials designated as "confidential," the Department will notify the Contractor. The Contractor will be responsible for responding to and resolving all claims for access to contract-related materials it has designated "confidential." If the Department is served with a request for discovery of contract-related materials designated "confidential," the Department will promptly notify the Contractor about the request. The Contractor will be responsible for filing the appropriate motion or objection in response to the request for discovery. The Department will provide materials designated "confidential" only if the Contractor fails to take appropriate action, within timeframes established by statute and court rule, to protect the materials designated as "confidential" from disclosure. The Contractor will protect, defend, and indemnify the Department for claims, costs, fines, and attorney's fees arising from or relating to its designation of contract-related materials as "confidential." 8.3 Document Management. The Contractor must retain sufficient documentation to substantiate claims for payment under the Contract and all other records, electronic files, papers and documents that were made in relation to this Contract. Contractor must retain all documents related to the Contract for five years after expiration of the Contract, or, if longer, the period required by the General Records Schedules maintained by the Florida Department of State available at: http://dos.myflorida.com/library- archives/records-management/general-records-schedules/. 8.4 Intellectual Property. Unless specifically addressed in the Contract, intellectual property rights to all property created or otherwise developed by the Contractor for the Department will be owned by the State of Florida through the Department at the completion of the Contract. Any inventions or discoveries developed in the course of or as a result of services performed under the Contract which are patentable pursuant to 35 U.S.C. §101 are the sole property of the state of Florida. Contractor must inform the Department of any inventions or discoveries developed or made in connection with the Contract and will be referred to the Florida Department of State for a determination on whether patent protection will be sought for the invention or discovery. The State of Florida will be the sole owner of any and all patents resulting from any invention or discovery made in connection with this contract. Contractor must notify the Department of State of any publications, artwork, or other copyrightable works developed in connection with the Contract. All copyrights created or developed in connection with the Contract are the sole property of the State of Florida. Page 976 of 1598 Page 12 of 17 SECTION 9. GRATUITIES AND LOBBYING. 9.1 Gratuities. The Contractor will not, in connection with this Contract, directly or indirectly (1) offer, give, or agree to give anything of value to anyone as consideration for any State of Florida officer or employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone anything of value for the benefit of, or at the direction or request of, any State of Florida officer or employee. 9.2 Lobbying. In accordance with sections 11.062 and 216.347, F.S., Contract funds are not for the purpose of lobbying the Legislature, the judicial branch, or the Department. Pursuant to subsection 287.058(6), F.S., the Contract does not prohibit the Contractor from lobbying the executive or legislative branch concerning the scope of services, performance, term, or compensation regarding the Contract, after the Contract execution and during the Contract's term. SECTION 10. CONTRACT MONITORING. 10.1 Performance Standards. The Contractor agrees to perform all tasks and provide deliverables as set forth in the Statement of Work and attachments to the Contract. The Department and the Customer will be entitled at all times, upon request, to be advised as to the status of work being done by the Contractor and of the details thereof. Coordination must be maintained by the Contractor with representatives of the Customer, the Department, or of other agencies involved in the Contract on behalf of the Department. 10.2 Performance Deficiency. The Department or Customer may, in its sole discretion, notify the Contractor of the deficiency to be corrected, which correction must be made within a timeframe specified by the Department or Customer. The Contractor must provide the Department or Customer with a corrective action plan describing how the Contractor will address all issues of contract non-performance, unacceptable performance, and failure to meet the minimum performance levels, deliverable deficiencies, or contract non-compliance. 10.3 Financial Consequences of Non-Performance. If the corrective action plan is unacceptable to the Department or Customer, or fails to remedy the performance deficiencies, the Contractor will be assessed a non-performance retainage equivalent to 10% of the total invoice amount or as specified in the Contract. The retainage will be applied to the invoice for the then-current billing period. The retainage will be withheld until the Contractor resolves the deficiency. If the deficiency is subsequently resolved, the Contractor may invoice the Customer for the retained amount during the next billing period. If the Contractor is unable to resolve the deficiency, the funds retained will be forfeited. 10.4 Liquidated Damages. The Contractor will promptly notify the Department or Customer upon becoming aware of any circumstances that may reasonably be expected to jeopardize the timely and successful completion (or delivery) of any commodity or contractual service. The Contractor will use commercially reasonable efforts to avoid or minimize any delays in performance and will inform the Department or Customer of the steps the Contractor is taking or will take to do so, and the projected actual completion (or delivery) time. If the Contractor believes a delay in performance by the Department or Customer has caused or will cause the Contractor to be unable to perform its obligations on time, the Contractor will promptly so notify the Department or Customer and use commercially reasonable efforts to perform its obligations on time notwithstanding the Department or Customer's delay. The Contractor acknowledges that untimely performance or other material noncompliance will damage the Department or Customer, but by their nature, such damages may be difficult to ascertain. Page 977 of 1598 Page 13 of 17 Accordingly, any liquidated damages provisions stated in the solicitation will apply to this Contract. Liquidated damages are not intended to be a penalty and are solely intended to compensate for damages. 10.5 Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor's control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor will notify the Department or Customer in writing of the delay or potential delay and describe the cause of the delay either (1)within 10 days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is not reasonably foreseeable, within five days after the date the Contractor first had reason to believe that a delay could result. The foregoing will constitute the Contractor's sole remedy or excuse with respect to delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will be asserted by the Contractor. The Contractor will not be entitled to an increase in the Contract price or payment of any kind from the Department or Customer for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist the Contractor will perform at no increased cost, unless the Department or Customer determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the State of Florida or to Customers, in which case the Department or Customer may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers with respect to commodities or contractual services subjected to allocation, or (2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the commodity or contractual services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Contract in whole or in part. SECTION 11. CONTRACT AUDITS. 11.1 Performance or Compliance Audits. The Department may conduct, or cause to have conducted, either or both performance and compliance audits of the Contractor and subcontractors as determined by the Department. The Department may conduct an audit and review all the Contractor's and subcontractor's data and records that directly relate to the Contract. To the extent necessary to verify the Contractor's claims for payment under the Contract, the Contractor's agreements or contracts with subcontractors, partners or agents of the Contractor, pertaining to this Contract, may be inspected by the Department upon 15 days' notice, during normal working hours and in accordance with the Contractor's facility access procedures where facility access is required. Release statements from its subcontractors, partners or agents are not required for the Department or its designee to conduct compliance and performance audits on any of the Contractor's contracts relating to this Contract. The State of Florida's Chief Financial Officer and the Office of the Auditor General also have authority to perform audits and inspections. 11.2 Payment Audit. Records of costs incurred under terms of the Contract will be maintained. Records of costs incurred will include the Contractor's general accounting records, together with supporting documents and records of the Contractor and all subcontractors performing work, and all other records of the Contractor and subcontractors considered necessary by the Department, State of Florida's Chief Financial Officer or the Office of the Auditor General for audit. Page 978 of 1598 Page 14 of 17 SECTION 12. BACKGROUND SCREENING AND SECURITY. 12.1 Background Check. The Department may require the Contractor and its employees, agents, representatives and subcontractors to provide fingerprints and be subject to such background checks as directed by the Department. The cost of the background checks will be borne by the Contractor. The Department may require the Contractor to exclude the Contractor's employees, agents, representatives or subcontractors based on the background check results. In addition, the Contractor must ensure that all persons have a responsibility to self-report to the Contractor within three calendar days any arrest for any Disqualifying Offense. The Contractor must notify the Contract Manager within 24 hours of all details concerning any reported arrest. The Contractor will ensure that all background screening will be refreshed upon the request of the Department for each person during the term of the Contract. 12.2 E-Verify. In accordance with Executive Order 11-116, the Contractor agrees to utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired during the term of the Contract for the services specified in the Contract. The Contractor must also include a requirement in subcontracts that the subcontractor must utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. In order to implement this provision, the Contractor must provide a copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within five days of Contract execution. If the Contractor is not enrolled in DHS E-Verify System, it will do so within five days of notice of Contract award, and provide the Contract Manager a copy of its MOU within five days of Contract execution. The link to E-Verify is provided below. http://www.uscis.gov/e-verify. Upon each Contractor or subcontractor new hire, the Contractor must provide a statement within five days to the Contract Manager identifying the new hire with its E-Verify case number. 12.3 Disqualifying Offenses. If at any time it is determined that a person has a criminal misdemeanor or felony record regardless of adjudication (e.g., adjudication withheld, a plea of guilty or nolo contendere, or a guilty verdict) within the last six years from the date of the court's determination for the crimes listed below, or their equivalent in any jurisdiction, the Contractor is required to immediately remove that person from any position with access to State of Florida Data or directly performing services under the Contract. The disqualifying offenses are as follows: (a) Computer related or information technology crimes (b) Fraudulent practices, false pretenses and frauds, and credit card crimes (c) Forgery and counterfeiting (d) Violations involving checks and drafts (e) Misuse of medical or personnel records (f) Felony theft 12.4 Communications and Confidentiality. The Contractor agrees that it will make no statements, press releases, or publicity releases concerning the Contract or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with the Contract, or any particulars thereof, during the period of the Contract, without first notifying the Department's Contract Manager or the Department designated contact person and securing prior written consent. The Contractor must maintain confidentiality of all confidential data, files, and records related to the services and commodities provided pursuant to the Contract and must comply with all state and federal laws, including, but not limited to sections 381.004, 384.29, 392.65, and 456.057, F.S. The Contractor's confidentiality procedures must be consistent with the most recent version of the Department security Page 979 of 1598 Page 15 of 17 policies, protocols, and procedures. The Contractor must also comply with any applicable professional standards with respect to confidentiality of information. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. Page 980 of 1598 Page 16 of 17 EXHIBIT B FLORIDA SPECIAL CONTRACT CONDITIONS This Exhibit contains the Special Contract Conditions. If a conflict exists between the Special Contract Conditions and the General Contract Conditions, the Special Contract Conditions shall take precedence over the General Contract Conditions unless the conflicting term in the General Contract Conditions is required by Florida law, in which case the General Contract Conditions term will take precedence. Special Contract Conditions are as follows: Section 1 Scope All products and services offered under this addendum must be in compliance with the Master Agreement scope. Failure to adhere to Master Agreement scope may result in addendum termination and the reimbursement of reprocurement costs in accordance to 60A-1.006 F.A.C. Section 2 Information Technology (IT) Standards Pursuant to sections 282.0051 and 282.318, F.S., the Agency for State Technology (AST) has established information technology standards for security, project management, and oversight. State agencies shall ensure compliance with AST standards as established in Rule Chapter 74-1 and 74-2, F.A.C, as applicable. Section 3 Delays and Complaints Delivery delays and service complaints will be monitored on a continual basis. Documented inability to perform under the conditions of the contract, via the established Complaint to Vendor process (PUR 7017 form), may result in default proceedings and cancellation. Section 4 Monthly Transaction Fee Report The Contractor is required to submit monthly Transaction Fee Reports electronically through MFMP VIP. All such reports and payments shall be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions shall constitute grounds for declaring the Contractor in default and subject the Contractor to exclusion from business with the State of Florida. For information on how to submit Transaction Fee Reports online, please reference the detailed fee reporting instructions and Vendor training presentations available online through MFMP U on the MyFloridaMarketPlace website (located at http://dms.myflorida.com/mfmp). Assistance is also available from the MyFloridaMarketPlace Customer Service Desk at feeprocessing@myfloridamarketplace.com or 866-FLA-EPRO (866-352-3776) between the hours of 8:00 AM to 6:00 PM, Eastern Time. Section 5 Quarterly Sales Reports Each Contractor shall submit a sales report to the Department on a Quarterly basis. Contract Sales Reports must include the Contractor's name, the dates of Quarter covered, each Customer's name, services provided, and the amount paid by the Customer. Initiation and submission of the Contract Sales Reports are to be the responsibility of the Contractor. The Contractor will submit the completed Sales Report forms by email to the Department Contract Manager no later than the due date indicated in Section 10. Submission of these reports is considered a material requirement of this Contract and the Contractor. Page 981 of 1598 Page 17 of 17 Failure to provide quarterly sales reports, including those indicating no sales, within thirty (30) calendar days following the end of each quarter (January, April, July and October) is considered as Non- Performance by the Contractor. Exceptions may be made if a delay in submitting reports is attributable to circumstances that are clearly beyond the control of the Contractor. The burden of proof of unavoidable delay shall rest with the Contractor and shall be supplied in a written form and submitted to the Department. The Department reserves the right to request additional sales information as needed. Section 6 Quarterly Reporting Timeframes Quarterly reporting timeframes coincide with the State Fiscal Year as follows: Quarter 1 - (July-September) — Due by October 10 Quarter 2 - (October-December) — Due by January 10 Quarter 3 - (January-March) — Due by April 10 Quarter 4 - (April-June) — Due by July 10 Section 7 Business Review Meetings The Department reserves the right to schedule business review meetings as frequently as necessary. The Department will provide the format for the Contractor's agenda. Prior to the meeting, the Contractor shall submit the completed agenda to the Department for review and acceptance. The Contractor shall address the agenda items and any of the Department's additional concerns at the meeting. Failure to comply with this section may result in the Contractor being found in default and contract termination. Section 8 Contract Revisions Notwithstanding General Contract Conditions the following types of revisions can be made to the Contract upon written authorization by the Department: a. Contractor's Information and Contacts b. Contract Manager c. Contract Report Forms Only the above-listed provisions can be made without a formal Contract amendment. Florida General Contract Conditions, section 6.10, applies to all other modifications to the Contract. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. Page 982 of 1598 Software Value-Added Reseller (SVAR) Services MASTER PRICE AGREEMENT with CDW Government LLC Contract No. ADSPO16-130652 State of Arizona Lead State Effective: April 8, 2016 to April 7, 2018 zKE 5�� 1 P a c Page 983 of 1598 Offeraind Acceptance Mail*of Arizona fttsr Procufament Offite PAGE t,UICIT °Tli .v 1543 77D, 100 . E "34 Avenius,,Suite 20,1 I F J .e AZ 8,6007 ` . -: CDW Governm. nt LLC 716 TO, I O ,: Th,a c r and a to urni , the, materia]: i �� co,n " i i col,ripII tlelterm iris and, I I I r nexceptionsi the j , °r l Wes Small Business status- GOW ip LLC corripany Nomm AFkqaM&mtf ftrown AciftrIzed la ftn Oft 230 N Wwaukes Me Ciirtstin _ it � Printed. , Veman HMW IL 6DQ61 President..CIDWGovernnwril LLC Its MAN ;I "Tliffil Phone: 312-705-6285 lir �r " 847,466.6800 ii- iinr Rw it did not.hychis caliLmlon1 II+ , all not dl ,inate al' t, wpl , nt tor 11 , h Ada#w arFedwal ;y. U 11,240, glans Exewive .The Oflkwor hAis not qiwn,billow to pim,nor imanit liogive am any t aper orly DOMMiC op wnitrd Mum A ,glfii®loan,gr i t . H,P46011 olomwl,411p,ftms&Mhkm 10 aP art lin mrinmamim w4b the momiKod Dene F®Ilwr ln proukle m volfid signouva, aft0ifflons mqutred by this 9 u a stall mww hn rwowaI n :iria aftirWtha fe"",thMenwrill,thell vW Me ate, ruiMing winvw b I Id t 4oTher s.. t . :a t l tip A IS NOT wimll tualmaS WV�, is Man1 dar" byts.W .gmes, yr Milton or Bess, ACCEPTANCE"Of OF FER The Off-or W horeby acupted, The Conlraftr is now Wmidtotl me matenais cor gerwim llstedl by IN abchiad coribvetupon l Wan, ltwdiuding all terms, concOtions, sper.0calrons, m r miia. sk., dr as awep Ifie suis. Th I r if F Jan Theeftdivadala of Cane Contrack is e0w9 r is,caulkoed inot lo commence, n It lo PTOWO,arty nrolaflel w serifice, rr sr this ntrect unfil Convisciiar r0C*K*S puffithaseader, ifs tdocumart or wrMen nii 10pro this,Silati-of Arizona -1,7W 6 2 Page 984 of 1598 State of Arizona Master AgreementState Procurement Office 00100 North 15th Avenue, Suite 201 Table of Contents Phoenix,AZ 85007 Contract No: ADSPO16-130652 Description: Software Value-Added Reseller(SVAR)Services Table of Contents EXECUTED OFFER AND ACCEPTANCE FORM.........................................................................................................2 TABLEOF CONTENTS.................................................................................................................................................3 SECTION 1: NASPO ValuePoint Solicitation ADSPO16-00005829—GENERAL INCFORMATION.........................4 SECTION 2: SCOPE OF WORK...................................................................................................................................7 SECTION 3: NASPO ValuePoint Master Agreement Terms and Conditions.........................................................22 SECTION 4: Lead State(State of Arizona)Terms and Conditions ........................................................................37 State of Arizona Special Terms and Conditions .......................................................................................37 State of Arizona Uniform Terms and Conditions......................................................................................50 Page 985 of 1598 State of Arizona Master AgreementState Procurement Office 00100 North 15th Avenue, Suite 201 Section 1: General Information Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services 1.1 Purpose The State of Arizona, State Procurement Office, is requesting proposals for Software Value-Added Reseller (SVAR) services in furtherance of the NASPO ValuePoint Cooperation Purchasing Program (NASPO ValuePoint). The purpose of this Request for Proposal (RFP) is to establish Master Agreements with qualified Offerors so that NASPO ValuePoint Cooperative Members may acquire Commercial off the Shelf Software (COTS) and related services from Software Value-Added Resellers. The objective of this RFP is to obtain best value, and in some cases achieve more favorable pricing, than is obtainable by an individual state or local government entity because of the collective volume of potential purchases by numerous state and local government entities. The Master Agreement(s) resulting from this procurement may be used by state governments (including departments, agencies, institutions), institutions of higher education, political subdivisions (i.e., colleges, school districts, counties, cities, etc.), the District of Colombia, territories of the United States, and other eligible entities subject to approval of the individuals state procurement director and compliance with local statutory and regulatory provisions, as explained in section 3 of the NASPO ValuePoint Master Agreement Terms and Conditions. The initial term of the Master Agreement shall be two (2) years with renewal provisions as outlined in Section 3 of the NASPO ValuePoint Master Terms and Conditions (Section 4). 1.2 Lead State, Solicitation Number and Lead State Contract Administrator(LSCA) The State of Arizona, State Procurement Office (SPO) is the Lead State and issuing office for this document and all subsequent addenda relating to it. This solicitation (RFP) is a competitive process, in accordance with the Arizona Procurement Code available at https:Hspo.az.gov/ . The Arizona Procurement Code is a compilation in one place of Arizona Revised Statutes (ARS) 41-2501 et seq. and administrative rules and regulations A.A.0 R2-7-1010 et.seq. The Solicitation #ADSPO16- 00005829 must be referred to on all proposals, correspondence, and documentation relating to this RFP. The Lead State Contract Administrator (LSCA) identified below is the single point of contact during this procurement process. Offerors and interested persons shall direct to the Lead State Contract Administrator all questions concerning the procurement process, technical requirements of this RFP, contractual requirements, requests for brand approval, change, clarification, protests, the award process, and any other questions that may arise related to this solicitation and the resulting Master Agreement. The Lead State Contract Administrator (LSCA) designated by the State of Arizona, State Procurement Office is: Charlotte Righetti, CPPB, CTNS State Procurement Manager State of Arizona, State Procurement Office 100 N. 15th Avenue, Suite 201 Phoenix, Arizona 85007 Phone: (602)542.9127 1.3 NASPO ValuePoint Background Information NASPO ValuePoint (formerly known as WSCA-NASPO) is a cooperative purchasing program of all 50 states, the District of Columbia and the territories of the United States. The Program is facilitated by the NASPO Cooperative Purchasing Organization LLC, a nonprofit subsidiary of the National Association of State Procurement Officials (NASPO), doing business as NASPO ValuePoint. NASPO is a non-profit association dedicated to strengthening the procurement community through education, research, and communication. It is made up of the directors of the central purchasing offices in each Page 986 of 1598 State of Arizona Master AgreementState Procurement Office 00100 North 15th Avenue, Suite 201 Section 1: General Information Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services of the 50 states, the District of Columbia and the territories of the United States. NASPO ValuePoint facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. For more information consult the following websites: www.naspovaluepoint.org and www.naspo.org . 1.4 Participating States In addition to the Lead State conducting this solicitation, the Participating States listed below have requested to be named in this RFP as potential Users of the resulting Master Agreement. Other entities may become Participating Entities after award of the Master Agreement. State specific terms and conditions will govern each state's Participating Addendum that will govern each state's Participating Addendum. A listing of the Participating States can be found in Exhibit I. 1.5 Definitions —all capitalized terms in this document have the meaning as defined in AAC 1112-7-101. Any capitalized term not defined in AAC 1112-7-101 has the meaning defined below. "Appliance" means a separate and discrete hardware device with integrated software (firmware), specifically designed to provide a specific computing resource. For the purposes of this solicitation only an "Appliance" which is the sole means of obtaining the Software product is allowable. "Attachment" means any item the Solicitation requires an Offeror to submit as part of the Offer. "Best and Final Offer(BAFO)" means a revision to an Offer submitted after negotiations are completed that contains the Offeror's most favorable terms for price, service, and products to be delivered. "Commercial Off the Shelf" ("COTS") for the purposes of this solicitation means non-developmental software which has been created for specific uses and is available to the general public in the commercial marketplace. COTS products are designed to be implemented easily into existing systems without the need for customization. "End-User License Agreement (EULA)" is a legal contract between the manufacturer (publisher) and the end User of an application that details how the software can and cannot be used. "eProcurement (Electronic Procurement)" means conducting all or some of the procurement function over the Internet. Point, click, buy and ship Internet technology is replacing paper-based procurement and supply management business processes. Elements of eProcurement also include Invitation for Bids, Request for Proposals, and Request for Quotations. "Excluded Software Publishers" means a Software Publisher who is unwilling to do business with a Reseller. "Exhibit" means any document or object labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation. 5 g Page 987 of 1598 State of Arizona Master AgreementState Procurement Office 00100 North 15th Avenue, Suite 201 Section 1: General Information Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services "Lead State Contract Administrator" ("LSCA") means the Procurement Officer for the Master Agreement. "Master Agreement" ("MPA") means the contractual agreement executed between the winning (awarded) contractor (s) and the Lead State conducting the procurement on behalf of NASPO ValuePoint. "Non-perpetual license" or Subscription License" is a temporary license that provides the right to use a particular licensed product until the end of the license-agreement term. "Participating State Contract Administrator" ("PSCA") means the Procurement Officer for the Participating State. "Perpetual license" means a license which is everlasting and valid if the software is being used in accordance with the license-agreement requirements. "Person" means any corporation, business, individual, union, committee, club, or other organization or group of individuals "Publisher" means a software manufacturer (e.g., Microsoft) "Reseller" means a Software Value-Added Reseller who is awarded under this solicitation, and who has a fully-executed (MPA and PA-s) contract. "Reseller Cost" means the price that the Reseller pays the Publisher or Distributor to purchase software on behalf of the Participating State. Reseller Cost should not include any administrative or other mark-up costs. "Software" means the computer program, including media and associated documentation. "Software Licensing" means allowing an individual or group to use a piece of software. "Software Maintenance and Support" means any software upgrades, annual updates, patches and fixes needed to improve functionality and keep the software in working order. "Solicitation Amendment" means a change to the Solicitation issued by the Procurement Officer. "Volume License Agreements (VLAs)" means an agreement with a Software Publisher wherein the Participating State's total expected purchasing over a period of time is considered in establishing the discount level. 6 Page 988 of 1598 State of Arizona Master AgreementState Procurement Office 00100 North 15th Avenue, Suite 201 Section 2: Scope of Work Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services 2.1 Software Value-Added Reseller ('Reseller' — "SVAR") 2.1.1 Software Value-Added Reseller ('Reseller' —"SVAR") shall be a large account reseller authorized to sell products direct from Key Software Publishers or authorized Distributors. 2.1.2 SVAR shall do the following: 2.1.2.1 Provide Commercial Off-the-Shelf-Software (COTS). 2.1.2.2 Honor existing Volume or Enterprise license agreements. 2.1.2.3 Offer maintenance and support packages on licenses already owned by the Participating State and other Purchasing Entities. 2.1.2.4 Advise the LSCA, each PSCA, and other Purchasing Entities of SVAR's channel partner status with Key Software Publishers. 2.1.2.5 Retain or enhance reseller certifications with software publishers -At a minimum, maintain Reseller certification levels held at time of award. If Reseller's certification or reseller status is withdrawn or reduced, Reseller is required to immediately notify, in writing, the Lead State Contract Administrator (LSCA), each PSCA and other Purchasing Entities explaining: • The change; • The impact on their costs to obtain the product; • Limitations on the products or services they may provide; and, • The reasons for the change. Failure to provide the required notification, regarding significant negative changes in their reseller status, may be grounds for suspension or cancellation of the MPA and PA's. 2.1.2.6 Provide Pre-Sale Advisement - There shall be no charge for these services: 2.1.2.6.1 Advise the Purchasing Entity in making strategic software application decisions by providing evaluation copies, product comparisons, needs analysis, product information and application recommendations. 2.1.2.6.2 Act as liaison between the Purchasing Entity and individual publishers in identifying best approaches and cost savings opportunities for the Purchasing Entity. 2.1.1.6.3 Examples of such advice would be: • In selecting appropriate software; • In explaining Volume License Agreements with complicated rules; • In determining the most cost-effective buying strategies; • In ensuring that Participating States and other Purchasing Entities are in compliance with licensing requirements; and, • In finding software options to meet a specific need, for example, a flow-charting package. 2.1.2.7 Reseller shall negotiate to reduce Reseller Cost, to pass on savings to the Participating State and other Purchasing Entitites. 7 Page 989 of 1598 State of Arizona Master AgreementState Procurement Office 00100 North 15th Avenue, Suite 201 Section 2: Scope of Work Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services 2.1.2.8 Provide assistance in explaining and developing Volume License and Enterprise Agreements. 2.1.2.9 Provide Software Installation Assistance. 2.1.2.9.1 Provide, at no additional cost, assistance or advice in basic installation or implementation of COTS product. 2.1.2.8.2 If the Purchasing Entity encounters difficulty in downloading or installing the software, the Reseller must provide assistance within eight (8) business hours of being informed of the problem. 2.1.2.10 Provide Software De-Installation Assistance. 2.1.2.11 Provide Tracking, Management, Usage Monitoring and Reporting of Licenses 2.1.2.11.1 Reseller shall have in place a product license inventory and asset management system, which will include an accurate inventory record of product licenses purchased under this Contract. 2.1.2.11.2 Reseller must also have the capability tracking maintenance renewal and other significant due dates. 2.1.2.11.3 At a minimum, this system shall be able to provide this information by Participating State and Purchasing Entity. 2.1.2.11.4 Reseller shall work with Participating State, other Purchasing Entities, publishers, previous and subsequent contract software resellers, and hardware computer contractors to ensure the most comprehensive record of licenses is created, maintained, and the information transferrable. 2.1.2.11.5 States may choose to award multiple PA's under this Agreement. Details on how licenses are to be tracked and managed under multiple awards will be determined by that awarding State. 2.1.2.11.6 As may be required by a Participating State, or other Purchasing Entity, Reseller shall work with NASPO ValuePoint computing equipment contractors, or a Participating State's comparable computer hardware contractor, to see that any software acquired under those contracts can be tracked through this contract. 2.1.2.12 Notify Participating State and Purchasing Entities of publisher publicly announced changes pertinent to User licensing. 2.1.3 SVAR shall Develop and Maintain Website 2.1.3.1 For Participating States, Reseller shall develop and support a website specific to that State, with content approved from the LSCA or PSCA as appropriate based on content. 2.1.3.1.1 This web site information shall be available through the Internet without the use of additional software or licenses. 8 Page 990 of 1598 State of Arizona Master AgreementState Procurement Office 00100 North 15th Avenue, Suite 201 Section 2: Scope of Work Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services 2.1.3.1.2 Website should be User friendly to allow for quick and easy access and use. 2.1.3.1.3 Website shall be available 24 x 7, except for scheduled maintenance. 2.1.3.1.4 Website shall be ADA compliant. 2.1.3.1.5 No costs or expenses associated with providing this information shall be charged to the States. 2.1.3.1.6 Universal Resource Locator (URL) for the website must be supplied to the PSCA and the LSCA within sixty (60) days of the execution of the PA. 2.1.3.1.7 The website will include contract information, product information/catalog, the capability to generate online reports, and other pertinent information as may be reasonably requested by States, such as copies of VLAs. 2.1.3.1.8 Publisher Notifications and Other Industry Information. I n the event that a publisher publicly announces changes that are pertinent to User licensing, the Reseller shall assist Users by posting the information on the state websites. 2.1.3.1.9 Reseller shall provide, at no additional cost, training on how to use their website and how to use this contract in obtaining quotes and placing orders. Online training should be available on the website, but supplementary electronic (e.g. Webinars, emails), telephone or on-site training should be provided, as needed, during standard working hours. 2.1.3.2 Contract and General Information. The website shall provide contract and ordering information to include, at a minimum: 2.1.3.2.1 The contract number(s) (MPA and PA); 2.1.3.3.2 The Reseller primary contact and contacts to whom incidents are to be escalated: • Name(s and titles • Areas of responsibility for each contact name; • Phone number(s); and, • Email address(es). 2.1.3.3.3 Information on use of website, 2.1.3.3.4 Quote and ordering information; and, 2.1.3.3.5 Notifications regarding publishers and products, such as pending key product changes or upgrades. 2.1.3.3 Online Catalog 2.1.3.3.1 Reseller shall provide COTS software, and software maintenance of new or existing licensed software, under this contract. Information on approved products, customized by Participating State, will be available through an online catalog and through Reseller's representatives either through email or telephone inquiry during the standard working hours of the Participating State. The online catalog shall provide an expansive list 9 Page 991 of 1598 State of Arizona Master AgreementState Procurement Office 00100 North 15th Avenue, Suite 201 Section 2: Scope of Work Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services of products allowed per the contracts, particularly those products of itemized publishers. 2.1.3.3.2 The website shall provide contract and ordering information to include, at a minimum: publishers, product names, standard product pricing, and product descriptions (photos optional or links to access product literature). Regardless of the number and types of links to the Reseller's electronic catalog, the Reseller shall ensure that all eligible agencies purchasing under one PA are accessing the same current base version of the product catalog. Online information shall include purchases of Volume or Enterprise License Agreement software as well as individual COTS software licenses. 2.1.3.3.3 Online catalog shall be restricted to just software. Non-authorized products or groups of products shall not be on the website. Reseller shall not use this proposed website to cross sell or cross advertise other products and or services the Reseller may be able to offer. 2.1.3.4 Product Searching Capability. At a minimum, the online catalog should be searchable by Purchasing Entity and their VLAs, Software Publisher, Product name, OEM product number, and software description (e.g., GIS, Security). The online category can be modified as Users' needs dictate, such as including products obtained through a distributor (non-itemized publisher products) that are frequently purchased. 2.1.3.5 Online Product Quotes. Product price displayed online is a `not-to-exceed' product price quote based on contract rate and real time Reseller Cost. For high dollar purchases, or quantity purchases, Purchasing Entity should request a quote by contacting Reseller representative off-line. The online pricing should allow for overrides when a quote with a negotiated better price has been offered and is being placed online. Website should have capability to track all quotes by Purchasing Entity and be easily accessible for viewing by quote number. Website shall include a shopping cart feature that allows Purchasing Entities to provide shipping instructions. Purchasing Entities can place orders on the web either via credit card or purchase order. Specifics regarding an individual state's requirements for placing an order may be included in that State's Participating Addendum (PA). 2.1.3.6 User Differentiation. Catalog should be designed so as to provide a means to identify the Participating State (state agency or other eligible Purchasing Entity). This method used must not require any administrative tasks on the part of the LSCA for the MPA, the PSCA for the individual PSCA. Website should allow Users to develop personal lists and profiles, including an option to securely store and maintain procurement card information. Catalog should have the capability of being used as a `Punch Out' to an individual state's electronic purchasing system. 2.1.3.7 Online Reports. Website shall have capability to provide order history, as well as order status and order tracking. 2.1.3.8 Other. Other information may be added to the website as may be required by State (such as copies of volume license agreements) or enhancements that may be proposed by Reseller and approved by State. 10 c Page 992 of 1598 State of Arizona Master Agreement State Procurement Office 0 100 North 15th Avenue, Suite 201 Section 2: Scope of Work Phoenix,AZ 85007 Contract No: ADSP010130652 Description: 2.2 COTS Products 2.2.1 Software which requires little ormoservices IN SCOPE Offerings OUT OF SCOPE Offerings LICENSING TYPE COTS Individual Licensing Custorn/Customized Volume Licensing Enterprise Licensing LICENSING Perpetual Subscription none PERIOD Delivery Shrink-Wrap Download none HOSTING On Premise Off Premise Managed Service as part of delivery Managed Services means the &use. proactive management of an IT (Information Technology) asset or object, by a third party typically known as a MSP, on behalf of a customer 2.2.1.1 Most Current Version - Purohasaordarssha|| badaamadtoraferanoaa manufacturer's most recent release model orversion ofthe product at the time ofthe order, unless the Purchasing Entity spaoifioa||yrequests inwriting anearlier model or version and the Reseller iswilling toprovide such model orversion. 2.2.1.2 Licenses and Maintenance Agreements 2.2.1.2.1 Volume License Agreements (VLA) and Enterprise License Agreements `__ - Tha Reseller will honor existing Participating State's VLA's or EL/\s with publishers and include those licenses aspart ofthe Rasa||ar'slicense tracking san/ioa. Following an executed PA with a Participating SBah*, and if so required by the Participating State, the Purchasing Entity and/or anindividual publisher, the Reseller will identify itself tosoftware publishers asReseller for that Participating State orPurchasing Entity. If so required by the Publisher and Participating State, Reseller will execute achange ofchannel partner agreement with the Publisher. Resellers will sell additional seats consistent with Purchasing Entities' Enterprise or Volume Agreements. Reseller will work with Participating State, Purchasing Endty(ias) and Publishers asneeded toestablish new VLAs orELAs. The Reseller will work with the Publisher and Participating State asnecessary toensure the Participating State receives timely and pertinent license information, such as: license oragreement renewals, or opportunities based onactual volume. Reseller will work directly with Purchasing Endty(ias) in astab|ishin0, signing and maintaining enrollment agreements. |fReseller issole GVAR contractor in a Gtata. Reseller will aggregate all enrollments together for 11 | Pa g e Page 993Of1598 State of Arizona Master AgreementState Procurement Office 00100 North 15th Avenue, Suite 201 Section 2: Scope of Work Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services Master Agreement reporting purposes. If a PSCA elects to have multiple SVAR contractors, Reseller's responsibilities will be delineated in that State's PA. Resellers shall monitor and be able to report on the current levels of software ordered towards any of the Participating State's VLA required sales levels to ensure the Participating State does not fall short and thereby incur Publisher penalties. The Reseller shall be responsible for providing license usage information to the Publishers, if such information is required by the Publishers, in a timely manner (e.g., for `true up' assessments) 2.2.1.2.2 Individual Software Licenses. Purchasing Entities can purchase individual COTS licenses, such as perpetual and non-perpetual licenses, through the Reseller. 2.2.1.3 Software Maintenance and Support Agreements. Purchasing Entities can purchase maintenance agreements, including upgrade protection, through the Reseller. Resellers will sell software maintenance agreements, even if the software was not purchased under this agreement, such as on-going support for a User's existing perpetual license. As requested, Reseller will explain what product support or services are included in a publisher's maintenance agreement. 2.2.1.3.1 Software Maintenance and Support. Reseller to provide needed services to support maintenance products such maintenance agreements, software upgrades, annual updates, patches and fixes needed to improve functionality and keep the software in working order. Such services may include providing recommendations on most cost-effective or appropriate long-term maintenance plan. Reseller will provide such support, not only to maintenance packages purchases under this agreement, but in support of any existing and current agreements. 2.2.1.3.2 Software Updates. 2.2.1.3.2.1 Users are eligible to receive, from the Publisher, all new releases and updates of the software, at no additional charge, while under a maintenance agreement. A "Release" means any collection of enhancements or updates which the Publisher generally makes available to its installed base of customers of such programs. The Reseller shall assist the Purchasing Entity to obtain such releases or updates for their Users from the Publisher. 2.2.1.3.2.2 Should a User not want to receive the next upgrade, the User shall so notify the respective Publisher. 2.2.1.3.3 License Confirmations For licenses ordered under the contract by Purchasing Entity(ies), Reseller shall be able to provide: 12 c Page 994 of 1598 State of Arizona Master AgreementState Procurement Office 00100 North 15th Avenue, Suite 201 Section 2: Scope of Work Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services (i) Certified Licensing Confirmation Certificates for all software licenses; (ii) Reseller's certified license confirmation certificates in the name of such Licensee; or, (iii) Written confirmation from the Reseller or Publisher accepting the Eligible Participating State's contract or purchase order as proof of license. The form of"Proof of License" provided must be acceptable proof to the Publisher, and in the format requested by the Purchasing Entity. The Proof of License shall be provided as an electronic file and/or a hardcopy document, as required by the Purchasing Entity. Reseller will retain an electronic file of Participating State's Proof of Licenses and provide copies to the Participating State as requested. 2.2.1.3.4 Transitioning License Tracking Information at Contract Termination The license information data acquired and retained by Reseller will be stored as sortable data fields so the license information can be transferred to the Participating State upon contract termination. Reseller will work with States and Participating Entities, or their designees, to ensure that the license information data has been successfully transferred in a usable format. 2.2.1.4 Leases Lease purchase and term leases are allowable only for Purchasing States whose rules and regulations permit leasing of software. Individual Purchasing Entities may enter into a lease agreement for the products covered in this Master Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive process. No lease agreements will be reviewed or evaluated as part of this RFP evaluation process. 2.2.1.5 Software Publishers, Categories. The identified software product needs under this solicitation have been divided into three tiers: Key Itemized Publishers, Other Itemized Publishers, and Non-Itemized Publishers. See descriptions and chart which follow. As indicated, it is most desirable for Reseller to have a direct reseller agreement with the itemized software publishers. If a direct reseller agreement is not already in place between itemized software publishers and the Reseller, the Reseller is expected to enter into a direct reseller agreement and submit a rate for that itemized publisher that is better than the rate for a Non-Itemized Publisher. Over the life of this contract, product needs or volumes may change and new publishers may be added by amendment to the itemized publishers' lists. 2.2.1.5.1 Itemized Highest Volume Publishers (Highest Volume, Itemized Lines). The products of the publishers in this category represent the highest tier of sales volume identified for this solicitation, of those publishers who sell through resellers. This category is the one most likely to include a Participating State's enterprise or high volume agreements with a publisher. Resellers shall be certified direct resellers for publishers in this 13 c Page 995 of 1598 State of Arizona Master AgreementState Procurement Office 00100 North 15th Avenue, Suite 201 Section 2: Scope of Work Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services category. The preferred pricing that a Reseller receives based on their reseller certification status, in conjunction with the anticipated considerable volume of purchases through these Contracts, is the expected foundation for a very competitive base Reseller Cost, with further reductions of Reseller Cost as they are achieved through ongoing Reseller negotiations. A percentage rate above or below Reseller Cost is to be provided for each itemized publisher. Specific requirements may be required for some publishers in this category in an individual State's PA. 2.2.1.5.2 Other Itemized Publishers (High Volume. Itemized Lines). The products of the publishers in this category represent a high level of sales volume as identified for this solicitation. This category may include a Participating State's high volume agreements or VLAs with a publisher. It is desirable for Resellers to be certified direct resellers for publishers in this category. A percentage rate above or below Reseller Cost is to be provided for each itemized publisher 2.2.1.5.3 Non-Itemized Publishers (all other distributed software purchases). This category is defined to include all other distributed computer software not specifically itemized. Enterprise or Volume Licensing Agreements are not anticipated in this category. New or existing software products can be added to this category at any time during the term of the Contract without the written consent of the LSCA and may be itemized in the online catalog, if volume justifies the addition. There should be one percentage rate above or below Reseller cost covering all products in this category OTHER ITEMIZED PUBLISHERS KEY ITEMIZED PUBLISHERS Certification as direct reseller NON-ITEMIZED PUBLISHER Certification as Direct desirable. If not certified, the One `not to exceed'rate Reseller. percentage rate should be no greater than Non-Itemized rate ADOBE Al SQUARED CITRIX AIRWATCH MOBILE DEVICE MANAGEMENT VMWARE MICROSOFT ALLIANCE ENTERPRISES NOVELL APPLE SYMANTEC ATTACHMATE— MICROFOCUS VMWARE AUTODESK AUTONOMY — HP BAKBONE— DELL BARRACUDA BOMGAR REMOTE SOFTWARE CA TECHNOLOGIES CISCO COMPUTRONIX USA 141Pa Page 996 of 1598 State of Arizona Master AgreementState Procurement Office 00100 North 15th Avenue, Suite 201 Section 2: Scope of Work Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services COMPUWARE COREL DOUBLETAKE EMC ENCHOICE ESET ESRI FREEDOM SCIENTIFIC GUARDIAN EDGE— SYMANTEC GW MICRO IBM ICM CONVERSIONS INFOR INTERMEDIX EMSYSTEMS HP HUMANWARE INFORMATION BUILDERS KRONOS SOFTWARE LANDESK LASERFISCHE LIQUIDWARE STATUSPHERE MICROFOCUS INC MINJET MPS MQSOFTWARE— BMC SOFTWARE NCIRCLE N ETOP NUANCE ORACLE OSAM PASSPORT PATCHLINK PROOFPOINT RSA SECURITY REFERENCIA SYSTEMS SAP AMERICA SAS SOLUTIONS SOFTWARE SOPHOS SPLUNK SOFTWARE STASEEKER NETWORK INFRASTRUCTURE MONITORING STELLENT—ORACLE 15 c Page 997 of 1598 State of Arizona Master AgreementState Procurement Office 00100 North 15th Avenue, Suite 201 Section 2: Scope of Work Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services SUNGUARD SYBASE TECHSMITH TREND MICRO TRUSTWARE ULTRABAC VORMETRIC WEBSENSE 2.2.1.6 Software Publishers, General Representation. 2.2.1.6.1 Excluded Software Publishers. The Reseller must agree that there are no software publishers with whom they will refuse to do business if the Software Publisher is willing to do business with them. Resellers shall advise the LSCA or designee of any Excluded Software Publishers and provide explanations for the non-representation. 2.2.1.6.2 Expanded Representation. The Reseller is expected to continue to work towards reseller certifications with publishers not currently represented, particularly with those publishers whose sales volume merit classification into the itemized publisher lines. Similarly, Reseller is expected to continue to work towards a higher certification level with current publishers 2.2.1.7 Price Quote, General. Pricing is submitted in the MPA as a percentage of Reseller Cost. Individual PA's will use the MPA pricing as a base and may negotiate an adjusted rate. Any negotiated PA rates, exclusive of taxes or any individual state's administrative fee, shall not exceed the MPA rates. As requested by Purchasing Entity, for example on a high volume single order, Reseller shall negotiate to reduce Reseller Cost, to pass on savings to the Participating State. Firm individual order quotes shall be provided to Purchasing Entity prior to order submittal. 2.2.1.7.1 Telephone or Email Quote Support. Reseller shall accept requests for quotes by telephone, fax, email, or online. Reseller shall accept collect telephone calls and/or provide and maintain a toll-free number for eligible agency use. Reseller shall provide an email address for receipt of requests for price quotes. Reseller shall provide written quotes by fax, email or online as requested by the Participating State. 2.2.1.7.2 Quoted Delivery Method. The quote must clearly indicate the method of delivery, whether via media, download, or 3.3 Services below. 2.2.1.7.3 Timely Quotes. Reseller agrees to work with publishers and distributors to obtain quotes and deliver software in a timely fashion. Expected response should be within twenty-four (24) hours but no more than three (3) business days. If, after three (3) business days, the Reseller has been unable to obtain the quote or assurances that 16 c Page 998 of 1598 State of Arizona Master AgreementState Procurement Office 00100 North 15th Avenue, Suite 201 Section 2: Scope of Work Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services they can obtain the software, the Reseller shall contact the Participating State or other Purchasing Entity with a status report. The Reseller and the Participating State/Purchasing Entity will mutually agree as to whether the Reseller shall continue to pursue a quote and within what timeframe, or whether the Reseller will provide the Participating State/Purchasing Entity with a written statement that the Reseller cannot supply the software. If the Reseller has been unable to obtain a quote within ten (10) days of the request for quote, the Reseller shall provide a written statement (email is sufficient) to Participating State/Purchasing Entity, and the LSCA as may be required under the PA, that the Reseller cannot supply the software, and the reason why. 2.2.1.7.4 Guaranteed 30 Day Quote. Reseller is required to honor all quotes for thirty (30) calendar days. If it is known that a price adjustment will occur during the thirty (30) calendar days following the quote, the Reseller may provide two quotes, based upon the date that the order is received. 2.2.1.7.5 Sales Promotion. The Reseller may conduct sales promotions involving specific products or groups of products for specified time periods. If electing to exercise this provision, the Reseller shall submit a formal request for approval to the LSCA. The request should include: the product or product groups, the promotional price as compared to the standard price and the Master Agreement price for the product or product groups, and the start and end dates of the sales promotion. LSCA's approval shall be in the form of an amendment to the MPA. Upon approval, the Reseller shall provide conspicuous notice of the promotion to all Participating Entities. 2.2.1.7.6 A Participating State or other Participating Entity may allow the Contractor to charge a credit card fee in their Participating Addendum. 2.2.1.8 Product Delivery and Returns 2.2.1.8.1 Media. The Reseller shall work with Participating State or other Purchasing Entity to provide media via any method available and as requested by the Participating State including, but not limited to: original Publisher media, CD copies of master media duplicated by the Reseller, electronic downloads, etc. In cases where original publisher's media is not available, the Reseller shall provide CD's copied from master disks of the software purchased under any volume or enterprise license agreement. 2.2.1.8.2 Delivery Period. Reseller to provide delivery no longer than ten (10) business days after receipt of a valid order unless conditions arise that are outside the control of the Reseller. If delivery cannot be within this time frame, Reseller is to notify Purchasing Entity of delay and anticipated 17 c Page 999 of 1598 State of Arizona Master AgreementState Procurement Office 00100 North 15th Avenue, Suite 201 Section 2: Scope of Work Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services ship date. If this delayed delivery is unacceptable to Purchasing Entity, the order can be cancelled without penalty. 2.2.1.8.3 Product Returns. Unopened software can be returned with no restocking fee up to 30 days from date of receipt, if allowed by the software publisher. If the software publisher has a shorter timeframe for returns or requires a restocking fee, this must be stated on the quote. If that information is not provided to the Participating State by the Reseller, Reseller is responsible for the restocking fee. If delivered software is defective, or if the incorrect product was delivered, the Reseller must agree to accept returns. If delivered software is defective, the Reseller is responsible for return shipping and packaging costs and for restocking charges if applicable. The Reseller must agree that any defective or incorrectly delivered media will be replaced by overnight delivery at the Reseller's expense if requested by the Participating State or Purchasing Entity. If overnight delivery is not requested, all replacement products must be received by the Participating State or Purchasing Entity within seven (7) days of initial notification. 2.2.1.8.4 Shipping Charges. Items covered under this contract are FOB Destination and shipping charges are not to be included on any invoice unless the Purchasing Entity has ordered expedited shipment. For expedited shipment, Purchasing Entity would submit their order including related shipping charges, which may not exceed the cost of delivery by the carrier. 2.3 Services Sf�FTWARE& COTS Volume Custom/Customized 410ENSIN ;TYPE Licensing LICENSING PRIOR `" Perpetual Subscription Not A licable 'Delivery Shrink-Wra Download Not,L, licable Mos1),vn as.park of On-Premise Off-Premise Managed Services delive &'use Basic Installation,Training and Maintenance ` Consulting,configuration,engineering,design,etc., Means that activity which does not require any type of service specific to a Purchasing Entity SERVICES Consulting, Configuration, Engineering, requiring description of tasks and deliverables and Design or any other type of service speck to aPurchasing Entity requiring description agreement by the parties of tasks and deliverables and agreement by the parties(Statement of Work). 2.3.1 In Scope Services: Basic Installation, Maintenance packages and Training (3.4) are considered to be within the Scope of this Solicitation. This Master Agreement is intended for the acquisition of distributed, commercial off the shelf software 18c Page 1000 of 1598 State of Arizona Master AgreementState Procurement Office 00100 North 15th Avenue, Suite 201 Section 2: Scope of Work Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services 2.3.2 (RESERVED) 2.3.3 A Participating State may include a statement in their Participating Addendum allowing state employees to purchase software licenses. 2.3.4 Individual Participating Addendums may further limit the Scope of this Solicitation. 2.3.5 This Master Agreement is not intended for the purchase of custom software applications. 2.4 Training. 2.4.1 Training shall be available in the form of tutorials for basic installation and web-based training for software operation, basic phone support. 2.4.2 Provision of information on how to access a Software Publisher's "Help Desk" (either telecom or web-based) for basic use questions. 2.5 Customer Service and Representation. 2.5.1 Dedicated Representation and Timely Response. Reseller shall provide a dedicated representative for each Participating State. Such representative will become familiar with the State and its cooperative partners, provide a single point as needed for quote assistance, offer software recommendations, track and report on renewal deadlines, and serve as a contact point for the LSCA. Reseller must commit to returning phone calls or responding to emails within two (2) business days. 2.5.2 Problem Escalation. The Reseller must provide an incident escalation path for each State, showing on that State's website, the name, contact information, and role of individuals to whom problems should be escalated if the problems are not resolved by primary assigned contacts. 2.5.3 Product purchasing trends. The Reseller will speak with LSCA and sourcing team quarterly to review usage and discuss possible revisions of the categorization of publishers based upon actual sales volume or other changes. 2.5.4 Contract Reviews. 2.5.4.1 Reseller is expected to conduct quarterly reviews of all sales volumes and report sales figures and savings from Publisher's list price, by Publisher and by PA, as well as observed trends or purchasing patterns, and to present the information to the LSCA. 2.5.4.2 At the discretion of the individual participating states, an equivalent review, limited to that state, will be presented to the PSCA. 2.5.4.3 All awardees under this contract shall meet once a year with the LSCA and Sourcing Team to review usage and discuss possible revisions of the categorization of publishers based upon actual sales volume, and to discuss any service concerns, industry trends, and the effectiveness of the contract. 2.5.4.3.1 Reseller is expected to conduct a customer satisfaction survey and an audit prior to this discussion and be prepared to discuss the results, and 19 c Page 1001 of 1598 State of Arizona Master AgreementState Procurement Office 00100 North 15th Avenue, Suite 201 Section 2: Scope of Work Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services provide reports, at this review. At a minimum, the audit will report address quoting and billing accuracy, and any Reseller Cost that exceeds a Publisher's List price for that item. 2.5.4.3.2 Based on historical sales volume information, Reseller should be prepared to discuss potential cost savings opportunities which could be passed through to Participating States. 2.5.4.3.2 In a renewal year, the annual review will take place prior to contract extensions. 2.6. Interactions with Software Publishers 2.6.1 Best Interests of Participating State. Reseller would represent the best interests of the Participating State and other Participating Entities in negotiating or otherwise working with Publishers for such items as: maximizing cost savings with best use of volume or enterprise license agreements, better pricing on individual volume buys, taking advantage of publishers' specials, promotions, coupons or other savings opportunities. 2.6.2 Liaison with Publisher. A State may establish, in their individual PA, a requirement for Reseller to arrange with the software publisher or software publisher's designee for implementation, customization, training, support, maintenance and other software related services. The provision of said services must be under a separate agreement between the Participating State and the applicable parties. 2.7 Reporting 2.7.1 Standard Reports Individual participating states may require their own standard reports, such as report on savings. Reseller shall provide these reports at the intervals, and in the format, as reasonably requested by the States. Reseller shall advise of standard reports which they can provide, and work with participating states on additional standard reports. 2.7.2 Online Reports The SVAR shall be able to provide online, real time, reporting capabilities using website established for the state. These reports may include Back Order or Current Order Status reports. In addition, the system shall be able to provide the ability for the User agency to create custom reports. The requesting Participating State shall be able to select specific fields and create a necessary report for their specific needs. Data Fields shall include, but not be limited to, purchasing entity, Purchase Order Number, Order date, Invoice date, Publisher, Publisher Part Number, Software Reseller's Part Number, Description, Quantity Shipped, Unit actual price, Extended Price, Sales Tax and order total. Reports shall be able to be shown online as well as emailed to the requesting Participating State, if requested. Examples of Reseller's standard and online reports shall be submitted with the offer. 2.7.3 Custom Reports 201c Page 1002 of 1598 State of Arizona Master AgreementState Procurement Office 00100 North 15th Avenue, Suite 201 Section 2: Scope of Work Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services Participating State and SVAR may mutually agree to include terms and conditions and pricing for the development and provision of customized reports as an optional service in a Participating Addendum. 2.8 Other Value-Added Services SVAR may propose other Value-Added Services, e.g., key escrow, in their response. Such services from an awarded Offeror, if consistent with this Statement of Work, recommended by the Evaluation Team, and accepted by the PSCA, would be added to the final awarded contract. 211Pa Page 1003 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services NA, ' 1. Master Agreement Order of Precedence a. Any Order placed under this Master Agreement shall consist of the following documents: (1) A Participating State's Participating Addendum ("PA"); (2) NASPO ValuePoint Master Agreement Terms & Conditions; (3) A Purchase Order issued against the Master Agreement; (4) The Statement of Work; (5) The Solicitation; and (6) Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead State. b. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. 2. Definitions Acceptance is defined by the applicable commercial code, except Acceptance of a Product fo which acceptance testing is not required shall not occur before the completion of delivery in accordance with the Order, installation, if required, and a reasonable time for inspection of the Product. Contractor means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement. Embedded Software means one or more software applications which permanently reside on a computing device. Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein. Lead State means the State centrally administering any resulting Master Agreement(s). Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of the NASPO ValuePoint program, and the Contractor, as now or hereafter amended. NASPO ValuePoint is the NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, a 501(c)(3) limited liability company that is a subsidiary organization the National Association of State Procurement Officials (NASPO), the sole member of NASPO ValuePoint. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states and the District of Columbia. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports as well as other contract administration functions as assigned by the Lead State. Page 1004 of 1598 State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 15th Avenue, Suite 201 Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services Order or Purchase Order means any purchase order, sales order, contract or other document used by a Purchasing Entity to order the Products. Participating Addendum means a bilateral agreement executed by a Contractor and a Participating State incorporating this Master Agreement and any other additional Participating State specific language or other requirements, e.g. ordering procedures specific to the Participating State, other terms and conditions. Participating State means a state, or other legal entity, properly authorized to enter into a Participating Addendum. Participating State means a state, the District of Columbia, or one of the territories of the United States that is listed in the Request for Proposal as intending to participate. A Participating State is not required to participate through execution of a Participating Addendum. Upon execution of the Participating Addendum, a Participating State becomes a Participating State. Product means any equipment, software (including embedded software), documentation, service or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions. Purchasing Entity means a state, city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, who issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase. 3. Term of the Master Agreement The initial term of this Master Agreement is for two (2) years. This Master Agreement may be extended beyond the original contract period for successive periods with a maximum aggregate, including all extensions, not to exceed five (5) years at the Lead State's discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance. 4. Amendments The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the Lead State. 5. Assignment/Subcontracts a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State. b. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint. 6. Price and Rate Guarantee Period All prices and rates must be guaranteed for the initial term of the Master Agreement. Following the initial Master Agreement period, any request for price or rate adjustment must be for an equal guarantee period, and must be made at least ninety (90) days prior to the effective date. Requests for price or rate adjustment must include sufficient documentation supporting the request. Any adjustment or amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive adjustments to prices or 231c Page 1005 of 1598 State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 15th Avenue, Suite 201 Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services rates will be allowed. 7. Cancellation Unless otherwise stated, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cancellation. Further, any Participating State may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of and Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, and rights attending any warranty or default in performance in association with any Order. Cancellation of the Master Agreement due to Contractor default may be immediate. 8. Confidentiality, Non-Disclosure, and Injunctive Relief Provisions governing confidentiality of information during performance of orders for the State of Arizona are governed by The State of Arizona Special Terms and Conditions. Except where a Participating Addendum prescribes otherwise, this section governs confidentiality and disclosure of information of other Purchasing Entities. a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity's or Purchasing Entity's clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity's records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information. b. Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating State, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or 241c Page 1006 of 1598 State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 15th Avenue, Suite 201 Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity's request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. c. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content. d. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity. 9. Right to Publish Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of any information that pertains to the potential work or activities covered by the Master Agreement. The Contractor shall not make any representations of NASPO ValuePoint's opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause. 10. Defaults and Remedies a. The occurrence of any of the following events shall be an event of default under this Master Agreement: (1) Nonperformance of contractual requirements; or (2) A material breach of any term or condition of this Master Agreement; or (3) Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading; or (4) Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or (5) Any default specified in another section of this Master Agreement. b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 15 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement. c. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies: 251c Page 1007 of 1598 State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 15th Avenue, Suite 201 Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services (1) Exercise any remedy provided by law; and (2) Terminate this Master Agreement and any related Contracts or portions thereof; and (3) Impose liquidated damages as provided in this Master Agreement; and (4) Suspend Contractor from being able to respond to future bid solicitations; and (5) Suspend Contractor's performance; and (6) Withhold payment until the default is remedied. d. Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating State shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. 11. Shipping and Delivery. Section 3.2.1.8 of the solicitation prescribes requirements for product delivery and return. 12. Changes in Contractor Representation The Contractor must notify the Lead State of changes in the Contractor's key administrative personnel, in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor's proposal. The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor's proposal. 13. Force Majeure Neither party to this Master Agreement shall be held responsible for delay or default caused by "force majeure," as that term is defined in and under conditions specified in section 6.4 of the State of Arizona Uniform Terms and Conditions. 14. Indemnification a. Section 5.1X1.1 of the State of Arizona Special Terms and Conditions governs indemnification of the State of Arizona. With respect to other entities, the Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, and Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable, from and against claims, damages or causes of action including reasonable attorneys' fees and related costs for any death, injury, or damage to property arising from act(s), error(s), or omission(s) of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to the performance under the Master Agreement. b. Indemnification — Intellectual Property. Section 6.3 of the State of Arizona Uniform Terms and Conditions governs indemnification of the State for intellectual property infringement claims. With respect to other entities the Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing 261c Page 1008 of 1598 State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 15th Avenue, Suite 201 Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services Organization LLC (doing business as NASPO ValuePoint), Participating Entities, Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys' fees and related costs arising out of the claim that the Product or its use, infringes Intellectual Property rights ("Intellectual Property Claim"). (1) The Contractor's obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is: (a) provided by the Contractor or the Contractor's subsidiaries or affiliates; (b) specified by the Contractor to work with the Product; or (c) reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or (d) It would be reasonably expected to use the Product in combination with such product, system or method. (2) The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor's reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys' fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. 15. Independent Contractor The Contractor shall be an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as agent except as expressly set forth herein or as expressly agreed in any Participating Addendum. 16. Individual Customers Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually. 271c Page 1009 of 1598 State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 15th Avenue, Suite 201 Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services 17. Insurance a. The insurance requirements of the State of Arizona are specified in section 5.1 X 1.2 of the State of Arizona Special Terms and Conditions. For performance in other states, unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating State's state and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or, at a Participating State's option, result in termination of its Participating Addendum. b. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories: 1) Commercial General Liability (CGL) —Occurrence Form Policy shall include bodily injury, property damage, and broad form contractual liability coverage. General Aggregate $2,000,000 Products —Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Damage to Rented Premises $50,0000 Each Occurrence $1,000,000 2) Business Automobile Liability Bodily injury and Property Damage for any owned, hired, and/or non-owned automobiles used in the performance of this Contract. Combined Single Limit (CSL) $1,000,000 3) Technology Errors & Omissions Insurance Each Claim $2,000,000 Annual Aggregate $2,000,000 Such insurance shall cover any, and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this contract. Coverage shall include or shall not exclude services, and/or licensed programs under this contract. Coverage shall include or shall not exclude settlement and/or defense of claims involving intellectual property, including but not limited to patent or copyright infringement. In the event that Tech E&O insurance required by this Contact is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years, beginning at the time work under this contract is completed. c. Contractor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that they not be revoked by the insurer until thirty (30) calendar days 281c Page 1010 of 1598 State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 15th Avenue, Suite 201 Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services after notice of intended revocation thereof shall have been given to Purchasing Entity and Participating State by the Contractor. d. Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor's general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating States identified in the Request for Proposal as additional insureds, (2) provides that no material alteration, cancellation, non-renewal, or expiration of the coverage contained in such policy shall have effect unless the named Participating State has been given at least thirty (30) days prior written notice, and (3) provides that the Contractor's liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, the Participating State's rights and Contractor's obligations are the same as those specified in the first sentence of this subsection. Before performance of any Purchase Order issued after execution of a Participating Addendum authorizing it, the Contractor shall provide to a Purchasing Entity or Participating State who requests it the same information described in this subsection. e. Contractor shall furnish to the Lead State, Participating State, and, on request, the Purchasing Entity copies of certificates of all required insurance within thirty (30) calendar days of the execution of this Master Agreement, the execution of a Participating Addendum, or the Purchase Order's effective date and prior to performing any work. The insurance certificate shall provide the following information: the name and address of the insured; name, address, telephone number and signature of the authorized agent; name of the insurance company (authorized to operate in all states); a description of coverage in detailed standard terminology (including policy period, policy number, limits of liability, exclusions and endorsements); and an acknowledgment of the requirement for notice of cancellation. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after any renewal date. These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section. Failure to provide evidence of coverage may, at sole option of the Lead State, or any Participating State, result in this Master Agreement's termination or the termination of any Participating Addendum. f. Coverage and limits shall not limit Contractor's liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order. 18. Laws and Regulations Any and all Products offered and furnished shall comply with solicitation section 5.10, Compliance with Applicable Laws. 19. License of Pre-Existing Intellectual Property Any rights to intellectual property shall be as prescribed in the Lead State's solicitation and resulting contract, and Purchasing Entities shall have the same rights as the Lead State under those provisions. 20. No Waiver of Sovereign Immunity In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of a Lead State, a Participating State, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. This section applies to a claim brought against the Participating State only to the extent Congress 291c Page 1011 of 1598 State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 15th Avenue, Suite 201 Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services has appropriately abrogated the Participating State's sovereign immunity and is not consent by the Participating State to be sued in federal court. This section is also not a waiver by the Participating State of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. 21. Ordering a. Master Agreement order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. b. The resulting Master Agreements permit Purchasing Entities to define project-specific requirements and informally compete the requirement among companies having a Master Agreement on an "as needed" basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to Purchasing Entity rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Agency may select the quote that it considers most advantageous, cost and other factors considered. c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities' rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement. d. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document compliance with the law of the Purchasing Entity. e. Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement. f. All Orders pursuant to this Master Agreement, at a minimum, shall include: (1) The services or supplies being delivered; (2) The place and requested time of delivery; (3) A billing address; (4) The name, phone number, and address of the Purchasing Entity representative; (5) The price per hour or other pricing elements consistent with this Master Agreement and the contractor's proposal; (6) A ceiling amount of the order for services being ordered; and (7) The Master Agreement identifier. g. All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity's purchasing office, or to such other individual identified in writing in the Order. h. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available. i. Notwithstanding the expiration or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration or termination of this Master Agreement, or 301c Page 1012 of 1598 State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 15th Avenue, Suite 201 Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement. 22. Participants a. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating State and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating State (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating State, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order. b. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state's statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official. c. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. Financial obligations of Participating States are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Contractor shall email a fully executed PDF copy of each Participating Addendum to PA@wsca- naspo.org to support documentation of participation and posting in appropriate data bases. d. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the NASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50 states, the District of Columbia and the territories of the United States. e. State Participating Addenda or other Participating Addenda shall not be construed to amend the terms of this Master Agreement between the Lead State and Contractor. f. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the approval of participation by the Chief Procurement Official of the state where the Participating State is located. g. Resale. "Resale" means any transfer of software for compensation or assignment of services for compensation. Subject to any specific conditions included in the solicitation or Contractor's proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes software and services that are deliverables). Absent any 311Pa Page 1013 of 1598 State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 15th Avenue, Suite 201 Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities under cooperative agreements and consistent with a Purchasing Entity's laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property. 23. Payment Payment for completion of a contract order is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political subdivision "Purchasing Card" with no additional charge. Any prompt payment terms proposed by contractor shall be extended to all Purchasing Entities. 24. Public Information. This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity's public information laws. 25. Records Administration and Audit. a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating State, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of five (5) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, to assure compliance with the terms hereof or to evaluate performance hereunder. b. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating State, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or orders or underpayment of fees found as a result of the examination of the Contractor's records. c. The rights and obligations herein right exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. 26. Administrative Fees a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than 60 days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint 321c Page 1014 of 1598 State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 15th Avenue, Suite 201 Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal. b. Additionally, some states, such as the State of Arizona, may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contractor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee in subsection 26a shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda. 27. NASPO ValuePoint Summary and Detailed Usage Reports In addition to other reports that may be required by this solicitation, the Contractor shall provide the following NASPO ValuePoint reports. a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://www.naspo.org/WNCPO/Calculator.aspx. Any/all sales made under the contract shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than 30 day following the end of the calendar quarter (as specified in the reporting tool). b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2) entity/customer type, e.g. local government, higher education, K12, non-profit; (3) Purchasing Entity name; (4) Purchasing Entity bill- to and ship-to locations; (4) Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; (8) and line item description, including product number if used. The report shall be submitted in any form required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-Rom, flash drive or other method as determined by the Lead State and NASPO ValuePoint. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in shown in EXHIBIT III—Cooperative Contract Sales Reporting Data Requirements and Data Format. c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the solicitation and the Participating Addendum. Report data for employees should be limited to ONLY the state and entity they are participating under the authority of(state and agency, city, county, school district, etc.) and the amount of sales. No personal identification numbers, e.g. names, addresses, social security numbers or any other numerical identifier, may be submitted with any report. d. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any PA roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due 30 days after the conclusion of each 331c Page 1015 of 1598 State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 15th Avenue, Suite 201 Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services calendar quarter. e. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 28. Standard of Performance and Acceptance. Determination of the acceptability of services shall be made by the sole judgement of the Purchasing Entity. Acceptance shall be in writing, verbal acceptance will not be allowed. Services shall be completed in accordance with the Scope of Work, agreed to and accepted schedules, plans, and agreed to performance standards. Acceptance shall be one hundred percent (100%) functionality, which will be determined by the Purchasing Entity. Acceptance criteria shall include, but not be limited to conformity to the scope of work, quality of workmanship, and successfully performing all required Tasks. Nonconformance to a stated acceptance and performance criteria of both services and or products, as required, shall result in a delay for payment. The warranty period will begin upon Acceptance. 29. Warranty The Contractor warrants for a period of 90 days from the date of Acceptance in accordance with the provisions of section 7 of the State of Arizona Uniform Terms and Conditions and section 5.1 N. of the State of Arizona Special Terms and Conditions, with rights of the State available to other Purchasing Entities. Upon breach of the warranty, the Contractor will repair or replace (at no charge to the Purchasing Entity) the Product whose nonconformance is discovered and made known to the Contractor. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contractor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys' fees and costs. 30. (RESERVED) 31. Title of Product Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to Product consisting of tangible media free and clear of all liens, encumbrances, or other security interests. 32. Waiver of Breach Failure of the Lead State, Participating State, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating State, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating State of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order. 341c Page 1016 of 1598 State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 15th Avenue, Suite 201 Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services 33. Assignment of Antitrust Rights Contractor irrevocably assigns to a Participating State any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating State's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided to the Contractor for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at a Participating State's option, the right to control any such litigation on such claim for relief or cause of action. 34. Debarment The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State. 35. Governing Law and Venue a. The procurement, evaluation, and award of the Master Agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State (in most cases also the Lead State). The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating State's or Purchasing Entity's State. b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or action relating to the procurement, evaluation, and award is in the Lead State. Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity's State. c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to the procurement, evaluation, award, or contract performance or administration if the Lead State is a party; the Participating State if a named party; the Participating State state if a named party; or the Purchasing Entity state if a named party. 36. NASPO ValuePoint eMarket Center In July 2011, NASPO ValuePoint entered into a multi-year agreement with SciQuest, Inc. whereby SciQuest will provide certain electronic catalog hosting and management services to enable eligible NASPO ValuePoint's customers to access a central online website to view and/or shop the goods and services available from existing NASPO ValuePoint Cooperative Contracts. The central online website is referred to as the NASPO ValuePoint eMarket Center. The Contractor will have visibility in the eMarket Center through Ordering Instructions. These Ordering Instructions are available at no cost to the Contractor and provided customers information regarding the Contractors website and ordering information. 351c Page 1017 of 1598 State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 15th Avenue, Suite 201 Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services At a minimum, the Contractor agrees to the following timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin Ordering Instruction process. The Contractor shall have thirty (30) days from receipt of written request to work with NASPO ValuePoint to provide any unique information and ordering instructions that the Contractor would like the customer to have. 37. Contract Provisions for Orders Utilizing Federal Funds. Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this master agreement. 38. State Government Support No support, facility space, materials, special access, personnel or other obligations on behalf of the states or other Participating Entity, other than payment, are required under the Master Agreement. 361c Page 1018 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services S 5.1 State of Arizona Special Terms and Conditions A. Purpose Pursuant to provisions of the Arizona Procurement Code, A.R.S. 41-2501 Et Seq., the State of Arizona intends to establish a Contract (Participating Addendum, PA) for the materials or services as listed herein in service to the State. B. Term of Contract The term of any resultant Contract shall commence on date of execution and shall be for an initial period of two (2) years, unless terminated, canceled or extended as otherwise provided herein. C. Contract Extensions The Contract term is for period stated in Item B. subject to additional successive periods with a maximum aggregate including all extensions not to exceed five (5) years. D. Contract Type— Fixed Price E. Eligible Agencies (STATEWIDE) This Contract shall be for the use of all State of Arizona departments, agencies, commissions and boards. In addition, eligible State Purchasing Cooperative members may participate at their discretion. In order to participate in this contract, a cooperative member shall have entered into a Cooperative Purchasing Agreement with the Department of Administration, State Procurement Office as required by Arizona Revised Statues § 41-2632. Membership in the State Purchasing Cooperative is available to all Arizona political subdivisions including cities, counties, school districts, and special districts. Membership is also available to all non- profit organizations, as well as State governments, the US Federal Government and Tribal Nations. Non-profit organizations are defined in A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the internal revenue service under section 501(c)(3) through 501(c)(6). F. Licenses The Contractor shall maintain in current status, all federal, state and local licenses and permits required for the operation of the business conducted by the Contractor. G. Volume of Work The State does not guarantee a specific amount of work either for the life of the Contract or on an annual basis. Page 1019 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services H. Key Personnel It is essential that the Contractor provide adequate experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this Contract. The Contractor must agree to assign specific individuals to the key positions if required. 1. The Contractor agrees that, once assigned to work under this Contract, key personnel shall not be removed or replaced without written notice to the State. 2. Key personnel who are not available for work under this Contract for a continuous period exceeding thirty (30) calendar days, or are expected to devote substantially less effort to the work than initially anticipated, the Contractor shall immediately notify the State, and shall, subject to the concurrence of the State, replace such personnel with personnel of substantially equal ability and qualifications. 1. Changes The State may at any time make changes within the general scope of this Contract. The Contractor shall respond to the Change Order with a proposal. If any such change causes an adjustment in the cost of, or the time required for the performance of any part of the work under this Contract, whether changed or not changed by the Change Order, the Procurement Officer shall modify the Contract in writing via a bilateral Contract Amendment. J. Price Adjustment Any price adjustment shall be within the confines of the awarded contract, or as negotiated in service to this Contract. Any negotiated price adjustments for this Contract shall be documented via a bilateral Contract Amendment. K. Payment Procedures The State will not make payments to any Entity, Group or individual other than the Contractor with the Federal Employer Identification (FEI) Number identified in the Contract. Contractor invoices requesting payment to any Entity, Group or individual other than the contractually specified Contractor shall be returned to the Contractor for correction. The Contractor shall review and insure that the invoices for services provided show the correct Contractor name prior to sending them for payment. If the Contractor Name and FEI Number change, the Contractor must complete an "Assignment and Agreement" form transferring contract rights and responsibilities to the new Contractor. The State must indicate consent on the form. A written Contract Amendment must be signed by both parties and a new W-9 form must be submitted by the new Contractor and entered into the system prior to any payments being made to the new Contractor. L. Information Disclosure The Contractor shall establish and maintain procedures and controls that are acceptable to the State for the purpose of assuring that no information contained in its records or obtained from the state or from others in carrying out its functions under the contract shall be used or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. Persons requesting such information should be referred to the State. The Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of 38 c Page 1020 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services the Contractor as needed for the performance of duties under the Contract, unless otherwise agreed to in writing by the State. M. Employees of the Contractor All employees of the Contractor employed in the performance of work under the Contract shall be considered employees of the Contractor at all times, and not employees of the State. The Contractor shall comply with the Social Security Act, Workman's Compensation laws and Unemployment laws of the State of Arizona and all State, local and Federal legislation relevant to the Contractor's business. N. Warranty All services supplied under this Contract shall be fully guaranteed by the Contractor for a minimum period of ninety (90) days from the date of acceptance by the State. Any defects of design, workmanship, or delivered materials, that would result in non-compliance shall be fully corrected by the Contractor without cost to the State. O. Compliance with Applicable Laws The Materials and services supplied under this Contract shall comply with all applicable Federal, state and local laws, and the Contractor shall maintain all applicable licenses and permit requirements. Contractor represents and warrants to the State that Contractor has the skill and knowledge possessed by members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence so Contactor and Contractor's employees and any authorized subcontractors shall perform the Services described in this Contract in accordance with the Statement of Work. Contractor represents and warrants that the Materials provided through this Contract and Statement of Work shall be free of viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the Materials, collect unlawful personally identifiable information on Users or prevent the Materials from performing as required under the terms and conditions of this Contract. P. Non-Exclusive Contract Any Contract resulting from this solicitation shall be awarded with the understanding and agreement that it is for the sole convenience of the State of Arizona. The State reserves the right to obtain like goods or services from another source when necessary, or when determined to be in the best interest of the State. Q. Administrative Fee/Usage Reports 1. In accordance with ARS § 41-2633 the Department of Administration, State Procurement Office includes an Administrative Fee, in the majority of its Statewide contracts — multiple agency, multiple government, cooperative contracts. The Administrative Fee is used by the State to defray the additional costs associated with soliciting, awarding and administering statewide contracts. In addition to the State agencies, boards and commissions, statewide contracts are available to members of the State Purchasing Cooperative including cities, counties, school districts, special districts, other state governments, agencies of the federal government, tribal nations, schools, medical institutions, and nonprofit organizations. The Administrative Fee is the responsibility of the contractor. The Administrative Fee is a part of the contractor's unit prices and is not to be charged directly to the customer in the form of a 39 g Page 1021 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services separate line item. In accordance with Section 26 of the NASPO ValuePoint Master Agreement Terms and Conditions, the 0.25% NASPO ValuePoint Administrative fee shall be incorporated into the Offerors base price. Other states, including the State of Arizona, may negotiate additional Administrative Fees in their Participating Addenda following award of a Master Agreement. Further, Statewide contracts maintain one set of pricing for all customers and not separate prices for State agency customers and State Purchasing Cooperative customers. 2. State of Arizona Fee Amount: Unless defined differently within the contract, the Statewide Contracts Administrative Fee shall be one percent (1.0%) of quarterly sales receipts under an active Statewide contract, transacted by only the members of the State Purchasing Cooperative, minus any taxes or regulatory fees, minus any returns or credits, and minus any shipping charges not already included in the unit prices. The Administrative Fee percentage is only applicable to amounts actually received by the contractor during the quarter and is not applicable to amounts ordered by customers but not yet paid for. The administrative fee is not paid on transactions with state agency customers. 3. Method of Assessment At the completion of each quarter, the contractor reviews all sales under their contract in preparation for submission of their Usage Report. The contractor identifies all sales receipts transacted by members of the State Purchasing Cooperative and assesses one percent (1.0%) of this amount in their Usage Report. An updated list of State Purchasing Cooperative members may be found at: https:Hspo.az.gov/state-purchasing-cooperative . At its option, the State may expand or narrow the applicability of this fee. The State shall provide thirty (30) written notice prior to exercising or changing this option. The contractor shall summarize all sales, along with all assessed Administrative Fee amounts within their Usage Report, including total amounts for the following: • Total sales receipts from State agencies, boards and commissions; • Total sales receipts from members of the State Purchasing Cooperative; and • Total Administrative Fee amount based on one percent (1.0%) of the sales receipts from members of the State Purchasing Cooperative. 4. Submission of Reports and Fees. Within thirty (30) days following the end of the quarter, the contractor submits their Usage Report and if applicable, a check in the amount of one percent (1%) of their sales receipts from members of the State Purchasing Cooperative, to the Department of Administration, State Procurement Office. Contractors are required to use the State's current report templates unless you have authorization from your contract officer to use a different format. You need to complete Form 799, which is a cover letter that gives the totals of your transactions; and Form 801, which is an Excel spreadsheet that details your transactions. Sales to state agencies and the cooperative members are to be totaled separately. The most current forms can be downloaded at https:Hspo.az.gov/statewide-contracts-administrative-fee. 4.1 The submission schedule for Administrative Fees and Usage reports shall be as follows: FY Q1, July through September Due October 31 FY Q2, October through December Due January 31 FY Q3, January through March Due by April 30 FY Q4, April through June Due by July 31 40 g Page 1022 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services 4.2 Usage Reports and any questions are to be submitted by email to the state's designated usage report email address: usagenazdoa.gov 4.3 Administrative Fees shall be made out to the "State Procurement Office" and mailed to: Department of Administration General Services Division ATTN: "Statewide Contracts Administrative Fee" 100 N. 15th Avenue, Suite 202 Phoenix, AZ 85007 5. The Administrative Fee shall be a part of the Contractor's unit prices and is not to be charged directly to the customer in the form of a separate line item. Statewide contracts shall not have separate prices for State Agency customers and State Purchasing Cooperative customers. 6. Contractor's failure to remit administrative fees in a timely manner consistent with the contract's requirements may result in the State exercising any recourse available under the contract or as provided for by law. R. Acceptance Determination of the acceptability of services shall be made by the sole judgment of the State. Acceptance shall be in writing, verbal acceptance will not be allowed. Services shall be completed in accordance with the Scope of Work, agreed to and accepted schedules, plans, and agreed to performance standards. Acceptance shall be one hundred percent (100%) functionality, which will be determined by the State. Acceptance criteria shall include, but not be limited to conformity to the scope of work, quality of workmanship and successfully performing all required Tasks. Nonconformance to any of the stated acceptance and performance criteria of both services and or products as required shall result in a delay for payment. Payment shall not be made until nonconformance to the criteria is corrected as determined by the State. T. Performance Contractor agrees that,from and after the date that the applicable services commence,its performance of the Scope of Services will meet or exceed industry best practices subject to the limitations and in accordance with the provisions set forth in this Contract If the Services provided pursuant to this Contract are changed,modified or enhanced (whether by Change Order or through the provision of new Services),The State and the Contractor will review the current performance experience and will in good faith determine whether such experience should be adjusted and whether additional services should be implemented or whether services be removed. The following requirements shall also apply: 1. Failure to Perform If Contractor fails to complete any deliverable, then Contractor shall: 1.1 Promptly perform a root-cause analysis to identify the cause of such failure; 1.2 Use commercially reasonable efforts to correct such failure and to begin meeting the requirements as promptly as practicable; 1.3 Provide the State with a report detailing the cause of, and procedure for correcting, such 41 ( P a g Page 1023 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services failure; and 1.4 If appropriate under the circumstances, take action to avoid such failure in the future. 2. Root-Cause Analysis In the event of the Contractor's failure to perform required services or meet agreed upon service levels or other Contractor service standards as required by the State under this Contract, the Contractor shall perform an analysis of the cause of the service level problem and implement remediation steps as appropriate. The State shall have the right to review the analysis and approve the remediation steps prior to or subsequent to their implementation, as deemed appropriate by the State, if the remediation steps impact State assets or operational processes. U. Compensation Should the Contractor fail to provide all required services or deliver work products, as agreed upon by State and the Contractor, the State shall be entitled to invoke applicable remedies, including but not limited to, withholding payment to the Contractor and declaring the Contractor in material breach of the Contract. If the Contractor is in any manner in default of any obligation or the Contractor's work or performance is determined by the State to be defective, sub-standard, or if audit exceptions are identified, the State may, in addition to other available remedies, either adjust the amount of payment or withhold payment until satisfactory resolution of the default, defect, exception or sub-standard performance. The Contractor shall reimburse the State on demand, or the State may deduct from future payments, any amounts paid for work products or performance which are determined to be an audit exception, defective or sub-standard performance. The Contractor shall correct its mistakes or errors without additional cost to the State. The State shall be the sole determiner as to defective or sub-standard performance. The Contractor shall fulfill their contractual requirements including the Deliverables identified in the Statement of Work and fulfill the roles and responsibilities described in the Statement of Work for a firm fixed price, inclusive of travel and travel-related expenses. The fixed amount shall be inclusive of any fees for the use of any third party products or services required for use in the performance of this Contract V. Contractor Performance Reports Program management shall document Contractor performance, both exemplary and needing improvements where corrective action is needed or desired. Copies of corrective action reports will be forwarded to the Procurement Office for review and any necessary follow-up. The Procurement Office may contact the Contractor upon receipt of the report and may request corrective action. The Procurement Office shall discuss the Contractor's suggested corrective action plan with the Procurement Specialist for approval of the plan. W. Offshore Performance of Work Prohibited Due to security and identity protection concerns, direct services under this contract shall be performed within the borders of the United States. Any services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and may involve access to secure or sensitive data or personal client data or development or modification of software for the State shall be performed within the borders of the United States. Unless specifically stated otherwise in the specifications, this definition does not apply to indirect or "overhead" services, redundant back-up 42 c Page 1024 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services services or services that are incidental to the performance of the contract. This provision applies to work performed by subcontractors at all tiers. X. Indemnification and Insurance 1.1 Indemnification Clause To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, and any jurisdiction or agency issuing permits for any work included in the project, and their respective directors, officers, officials, agents and employees (hereinafter referred to as "Indemnitee") from and against any and all claims, actions, liabilities, costs, losses, or expenses, (including reasonable attorney's fees), (hereinafter collectively referred to as "Claims") arising out of actual or alleged bodily injury or personal injury of any person (including death) or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of Contractor's directors, officers, agents, employees, volunteers or subcontractors. This indemnity includes any claim or amount arising or recovered under the Workers' Compensation Law or arising out of the failure of Contractor to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all Claims. It is agreed that Contractor will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. This indemnification will survive the termination of the above listed contract with the Contractor. This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona. 1.2 Insurance Requirements 1.2.1 Contractor and subcontractors shall procure and maintain, until all of their obligations have been discharged, including any warranty periods under this Contract, insurance against claims for injury to persons or damage to property arising from, or in connection with, the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. 1.2.2 The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The State of Arizona in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance. 1.3 Minimum Scope and Limits of Insurance Contractor shall provide coverage with limits of liability not less than those stated below. 43 c Page 1025 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services 1.3.1 Commercial General Liability (CGL) —Occurrence Form Policy shall include bodily injury, property damage, and broad form contractual liability coverage. General Aggregate $2,000,000 Products —Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Damage to Rented Premises $50,000 Each Occurrence $1,000,000 a. The policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor. b. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. 1.3.2 Business Automobile Liability Bodily Injury and Property Damage for any owned, hired, and/or non-owned automobiles used in the performance of this Contract. • Combined Single Limit (CSL) $1,000,000 Policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by, or on behalf of, the Contractor involving automobiles owned, hired and/or non-owned by the Contractor. c. Policy shall contain a waiver of subrogation endorsement as required by this written agreement in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. 1.3.3 Workers' Compensation and Employers' Liability • Workers' Compensation Statutory • Employers' Liability • Each Accident $1,000,000 • Disease— Each Employee $1,000,000 • Disease— Policy Limit $1,000,000 d. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, 44 c Page 1026 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. e. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S. § 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor). 1.3.4 Technology Errors & Omissions Insurance • Each Claim $2,000,000 • Annual Aggregate $2,000,000 f. Such insurance shall cover any, and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this contract. g. Coverage shall include or shall not exclude settlement and/or defense of claims involving intellectual property, including but not limited to patent or copyright infringement. h. In the event that the Tech E&O insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years, beginning at the time work under this Contract is completed. 1.3.5 Media Liability Coverage • Each Claim $2,000,000 • Annual Aggregate $2,000,000 i. Such insurance shall cover any and all errors and omissions or negligent acts in the production of content, including but not limited to plagiarism, defamation, libel, slander, false advertising, invasion of privacy, and infringement of copyright, title, slogan, trademark, service mark and trade dress. j. In the event that the Media Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. 1.4 Additional Insurance Requirements The policies shall include, or be endorsed to include, as required by this written agreement, the following provisions: 1.4.1 The Contractor's policies, as applicable, shall stipulate that the insurance afforded the Contractor shall be primary and that any insurance carried by the Department, its agents, 45 c Page 1027 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E). 1.4.2 Insurance provided by the Contractor shall not limit the Contractor's liability assumed under the indemnification provisions of this Contract. 1.5 Notice of Cancellation Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor's insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative's Name, Address & Fax Number). 1.6 Acceptability of Insurers Contractor's insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an "A.M. Best" rating of not less than A- VII. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. 1.7 Verification of Coverage Contractor shall furnish the State of Arizona with certificates of insurance (valid ACORD form or equivalent approved by the State of Arizona) as required by this Contract. An authorized representative of the insurer shall sign the certificates. 1.7.1 All certificates and endorsements, as required by this written agreement, are to be received and approved by the State of Arizona before work commences. Each insurance policy required by this Contract must be in effect at, or prior to, commencement of work under this Contract. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract. 1.7.2 All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time. 1.8 Subcontractors Contractor's certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall be responsible for ensuring and/or verifying that all subcontractors have valid and collectable insurance as evidenced by the certificates of insurance and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum Insurance 46 c Page 1028 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services Requirements identified above. The Department reserves the right to require, at any time throughout the life of this contract, proof from the Contractor that its subcontractors have the required coverage. 1.9 Approval and Modifications The Contracting Agency, in consultation with State Risk, reserves the right to review or make modifications to the insurance limits, required coverages, or endorsements throughout the life of this contract, as deemed necessary. Such action will not require a formal Contract amendment but may be made by administrative action. 1.10 Exceptions In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a certificate of self-insurance. If the Contractor or subcontractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply. Y. Data Privacy and Security Contractor shall treat all information obtained through performance of the contract, as confidential or sensitive information consistent with State and federal law and State Policy. Contractor or its agents shall not use any data obtained in the performance of the contract in any manner except as necessary for the proper discharge of its obligations and protection of its rights related to this agreement. Contractor shall establish and maintain procedures and controls acceptable to the State for the purpose of assuring that data in its or its agents' possession is not mishandled, misused, released, disclosed, or used in an inappropriate manner in performance of the contract. This includes data contained in Contractor's records obtained from the State or others, necessary for contract performance. Contractor and its agents shall take all reasonable steps and precautions to safeguard this information and data and shall not divulge the information or data to parties other than those needed for the performance of duties under the contract. Z. Data Privacy/Security Incident Management Contractor and its agents shall cooperate and collaborate with appropriate State personnel to identify and respond to an information security or data privacy incident, including a security breach. 1. Threat of Security Breach Contractor(s) agrees to notify the State Chief Information Officer (CIO), the State Chief Information Security Officer (CISO) and other key personnel as identified by the State of any perceived threats placing the supported infrastructure and/or applications in danger of breach of security. The speed of notice shall be at least commensurate with the level of threat, as perceived by the Contractor(s). The State agrees to provide contact information for the State CIO, CISO and key personnel to the Contractor(s). 2. Discovery of Security Breach Contractor agrees to immediately notify the State CIO, the CISO and key personnel as identified by the State of a discovered breach of security. The State agrees to provide contact information 47 c Page 1029 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services for the State CIO, the CISO and key personnel. AA. Security Requirements for Contractor Personnel Each individual proposed to provide services through this contract agrees to security clearance and background check procedures, including fingerprinting, as defined by the Arizona Department of Administration in accordance with Arizona Revised Statutes §41-710. The results of the individual's background check procedures must meet all HIPAA and law enforcement requirements. Contractor is responsible for all costs to obtain security clearance for their consultants providing services through this contract. Contractor personnel, agents or sub-contractors that have administrative access to the State's networks may be subject to any additional security requirements of the State as may be required for the performance of the contract. The Contractor, its agents and sub-contractors shall provide documentation to the State confirming compliance with all such additional security requirements for performance of the contract. Additional security requirements include but are not limited to the following: 1. Identity and Address Verification —that verifies the individual is who he or she claims to be including verification of the candidate's present and previous addresses; 2. UNAX/confidentiality Training; 3. HIPAA Privacy and Security Training; and 4. Information Security Training. BB. Access Constraints and Requirements Contractor access to State facilities and resources shall be properly authorized by State personnel, based on business need and will be restricted to least possible privilege. Upon approval of access privileges, the Contractor shall maintain strict adherence to all policies, standards, and procedures. Policies /Standards, ADOA/ASET Policies / Procedures, and Arizona Revised Statues (A.R.S.) §28- 447, §28-449, §38-421, §13-2408, §13-2316, §41-770. Failure of the Contractor, its agents or subcontractors to comply with policies, standards, and procedures including any person who commits an unlawful breach or harmful access (physical or virtual) will be subject to prosecution under all applicable state and /or federal laws. Any and all recovery or reconstruction costs or other liabilities associated with an unlawful breach or harmful access shall be paid by the Contractor. CC. Health Insurance Portability and Accountability Act of 1996 The Contractor warrants that it is familiar with the requirements of HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH Act) of 2009, and accompanying regulations and will comply with all applicable HIPAA requirements in the course of this Contract. Contractor warrants that it will cooperate with the State in the course of performance of the Contract so that both the State and the Contractor will be in compliance with HIPAA, including cooperation and coordination with the Arizona Strategic Enterprise Technology (ASET) Group, Statewide Information Security and Privacy Office (SISPO), Chief Privacy Officer and HIPAA Coordinator and other compliance officials required by HIPAA and its regulations. Contractor will sign any documents that are reasonably necessary to keep the State and Contractor in compliance with 481c Page 1030 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services HIPAA, including but not limited to, business associate agreements. If requested, the Contractor agrees to sign a "Pledge to Protect Confidential Information" and to abide by the statements addressing the creation, use and disclosure of confidential information, including information designated as protected health information and all other confidential or sensitive information as defined in policy. In addition, if requested, Contractor agrees to attend or participate in job related HIPAA training that is: (1) intended to make the Contractor proficient in HIPAA for purposes of performing the services required and (2) presented by a HIPAA Privacy Officer or other person or program knowledgeable and experienced in HIPAA and who has been approved by the ASET/SISPO Chief Privacy Officer and HIPAA Coordinator. Suggested References: https.//www.cros.gov/Regulations-and-Guidance/HIPAA-Administrative- Simplification/HIPAAGenlnfo/downloads/hoaalaw.pdf http.//www.hhs.gov/ocr/privacy/hoaa/understanding/ DD. Compliance Requirements for A.R.S. §41-4401, Government Procurement: E-Verify Requirement 1. The Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23-214, Subsection A. (That subsection reads: "After December 31, 2007, every employer, after hiring an employee, shall verify the employment eligibility of the employee through the E-Verify program.) 2. A breach of a warranty regarding compliance with immigration laws and regulations shall be deemed a material breach of the Contract and the Contractor may be subject to penalties up to and including termination of the Contract. 3. Failure to comply with a State audit process to randomly verify the employment records of Contractors and subcontractors shall be deemed a material breach of the Contract and the Contractor may be subject to penalties up to and including termination of the Contract. 4. The State Agency retains the legal right to inspect the papers of any employee who works on the Contract to ensure that the Contractor or subcontractor is complying with the warranty under paragraph One (1). 5.2 State of Arizona Uniform Terms and Conditions 1. Definition of Terms As used in this Solicitation and any resulting Contract, the terms listed below are defined as follows: 1.1. "Attachment'means any item the Solicitation requires the Offeror to submit as part of the Offer. 1.2. "Contract'means the combination of the Solicitation, including the Uniform and Special Instructions to Offerors, the Uniform and Special Terms and Conditions, and the Specifications and Statement or Scope of Work; the Offer and any Best and Final Offers; and any Solicitation Amendments or Contract Amendments. 491c Page 1031 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services 1.3. "Contract Amendment"means a written document signed by the Procurement Officer that is issued for the purpose of making changes in the Contract. 1.4. "Contractor"means any person who has a Contract with the State. 1.5. "Days"means calendar days unless otherwise specified. 1.6. "Exhibit"means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation. 1.7. "Gratuity"means a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received. 1.8. "Materials"means all property, including equipment, supplies, printing, insurance and leases of property but does not include land, a permanent interest in land or real property or leasing space. 1.9. "Procurement Officer"means the person, or his or her designee, duly authorized by the State to enter into and administer Contracts and make written determinations with respect to the Contract. 1.10. "Services"means the furnishing of labor, time or effort by a contractor or subcontractor which does not involve the delivery of a specific end product other than required reports and performance, but does not include employment agreements or collective bargaining agreements. 1.11. "Subcontract'means any Contract, express or implied, between the Contractor and another party or between a subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any material or any service required for the performance of the Contract. 1.12. "State"means the State of Arizona and Department or Agency of the State that executes the Contract. 1.13. "State Fiscal Year"means the period beginning with July 1 and ending June 30. 2. Contract Interpretation 2.1. Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7. 2.2. Implied Contract Terms. Each provision of law and any terms required by law to be in this Contract are a part of this Contract as if fully stated in it. 2.3. Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as accepted by the State and as they may be amended, the following shall prevail in the order set forth below: 2.3.1. Special Terms and Conditions; 2.3.2. Uniform Terms and Conditions; 2.3.3. Statement or Scope of Work; 50 c Page 1032 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services 2.3.4. Specifications; 2.3.5. Attachments; 2.3.6. Exhibits; 2.3.7. Documents referenced or included in the Solicitation. 2.4. Relationship of Parties. The Contractor under this Contract is an independent Contractor. Neither party to this Contract shall be deemed to be the employee or agent of the other party to the Contract. 2.5. Severability. The provisions of this Contract are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Contract. 2.6. No Parole Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document and no other understanding either oral or in writing shall be binding. 2.7. No Waiver. Either party's failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it. 3. Contract Administration and Operation 3.1. Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each subcontractor to retain all data and other "records" relating to the acquisition and performance of the Contract for a period of five years after the completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records. 3.2. Non-Discrimination. The Contractor shall comply with State Executive Order No. 2009-09 and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act. 3.3. Audit. Pursuant to ARS § 35-214, at any time during the term of this Contract and five (5) years thereafter, the Contractor's or any subcontractor's books and records shall be subject to audit by the State and, where applicable, the Federal Government, to the extent that the books and records relate to the performance of the Contract or Subcontract. 3.4. Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, subcontractor facilities and the Contractor's processes or services, at reasonable times for inspection of the facilities or materials covered under this Contract. The State shall also have the right to test, at its own cost, the materials to be supplied under this Contract. Neither inspection of the Contractor's facilities nor materials testing shall constitute final acceptance of the materials or services. If the State determines non-compliance of the materials, the Contractor shall be responsible for the payment of all costs incurred by the State for testing and inspection. 3.5. Notices. Notices to the Contractor required by this Contract shall be made by the State to the person indicated on the Offer and Acceptance form submitted by the Contractor unless 51 ( cc Page 1033 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services otherwise stated in the Contract. Notices to the State required by the Contract shall be made by the Contractor to the Solicitation Contact Person indicated on the Solicitation cover sheet, unless otherwise stated in the Contract. An authorized Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by written notice to the other and an amendment to the Contract shall not be necessary. 3.6. Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote information for commercial benefit concerning this Contract without the prior written approval of the Procurement Officer. 3.7. Property of the State. Any materials, including reports, computer programs and other deliverables, created under this Contract are the sole property of the State. The Contractor is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else. The Contractor shall not use or release these materials without the prior written consent of the State. 3.8. Ownership of Intellectual Property. Any and all intellectual property, including but not limited to copyright, invention, trademark, trade name, service mark, and/or trade secrets created or conceived pursuant to or as a result of this contract and any related subcontract ("Intellectual Property"), shall be work made for hire and the State shall be considered the creator of such Intellectual Property. The agency, department, division, board or commission of the State of Arizona requesting the issuance of this contract shall own (for and on behalf of the State) the entire right, title and interest to the Intellectual Property throughout the world. Contractor shall notify the State, within thirty (30) days, of the creation of any Intellectual Property by it or its subcontractor(s). Contractor, on behalf of itself and any subcontractor(s), agrees to execute any and all document(s) necessary to assure ownership of the Intellectual Property vests in the State and shall take no affirmative actions that might have the effect of vesting all or part of the Intellectual Property in any entity other than the State. The Intellectual Property shall not be disclosed by contractor or its subcontractor(s) to any entity not the State without the express written authorization of the agency, department, division, board or commission of the State of Arizona requesting the issuance of this contract. 3.9. Federal Immigration and Nationality Act. The contractor shall comply with all federal, state and local immigration laws and regulations relating to the immigration status of their employees during the term of the contract. Further, the contractor shall flow down this requirement to all subcontractors utilized during the term of the contract. The State shall retain the right to perform random audits of contractor and subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should the State determine that the contractor and/or any subcontractors be found noncompliant, the State may pursue all remedies allowed by law, including, but not limited to; suspension of work, termination of the contract for default and suspension and/or debarment of the contractor. 3.10 E-Verify Requirements. In accordance with A.R.S. § 41-4401, Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23-214, Subsection A. 3.11 Offshore Performance of Work Prohibited. Any services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and involve access to secure or sensitive data or personal client data shall be performed within the defined territories of the United States. Unless specifically 52 c Page 1034 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services stated otherwise in the specifications, this paragraph does not apply to indirect or 'overhead' services, redundant back-up services or services that are incidental to the performance of the contract. This provision applies to work performed by subcontractors at all tiers. 4. Costs and Payments 4.1. Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days. Upon receipt and acceptance of goods or services, the Contractor shall submit a complete and accurate invoice for payment from the State within thirty (30) days. 4.2. Delivery. Unless stated otherwise in the Contract, all prices shall be F.O.B. Destination and shall include all freight delivery and unloading at the destination. 4.3. Applicable Taxes. 4.3.1. Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes. 4.3.2. State and Local Transaction Privilege Taxes. The State of Arizona is subject to all applicable state and local transaction privilege taxes. Transaction privilege taxes apply to the sale and are the responsibility of the seller to remit. Failure to collect such taxes from the buyer does not relieve the seller from its obligation to remit taxes. 4.3.3. Tax Indemnification. Contractor and all subcontractors shall pay all Federal, state and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold the State harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker's Compensation. 4.3.4. IRS W9 Form. In order to receive payment the Contractor shall have a current I.R.S. W9 Form on file with the State of Arizona, unless not required by law. 4.4. Availability of Funds for the Next State fiscal year. Funds may not presently be available for performance under this Contract beyond the current state fiscal year. No legal liability on the part of the State for any payment may arise under this Contract beyond the current state fiscal year until funds are made available for performance of this Contract. 4.5. Availability of Funds for the current State fiscal year. Should the State Legislature enter back into session and reduce the appropriations or for any reason and these goods or services are not funded, the State may take any of the following actions: 4.5.1. Accept a decrease in price offered by the contractor; 4.5.2. Cancel the Contract; or 4.5.3. Cancel the contract and re-solicit the requirements. 5. Contract Changes 5.1. Amendments. This Contract is issued under the authority of the Procurement Officer who signed this Contract. The Contract may be modified only through a Contract Amendment within the scope of the Contract. Changes to the Contract, including the addition of work or materials, the revision of payment terms, or the substitution of work or materials, directed by a person who is 53 c Page 1035 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services not specifically authorized by the procurement officer in writing or made unilaterally by the Contractor are violations of the Contract and of applicable law. Such changes, including unauthorized written Contract Amendments shall be void and without effect, and the Contractor shall not be entitled to any claim under this Contract based on those changes. 5.2. Subcontracts. The Contractor shall not enter into any Subcontract under this Contract for the performance of this contract without the advance written approval of the Procurement Officer. The Contractor shall clearly list any proposed subcontractors and the subcontractor's proposed responsibilities. The Subcontract shall incorporate by reference the terms and conditions of this Contract. 5.3. Assignment and Delegation. The Contractor shall not assign any right nor delegate any duty under this Contract without the prior written approval of the Procurement Officer. The State shall not unreasonably withhold approval. 6. Risk and Liability 6.1. Risk of Loss: The Contractor shall bear all loss of conforming material covered under this Contract until received by authorized personnel at the location designated in the purchase order or Contract. Mere receipt does not constitute final acceptance. The risk of loss for nonconforming materials shall remain with the Contractor regardless of receipt. 6.2. Indemnification 6.2.1. Contractor/Vendor Indemnification (Not Public Agency) The parties to this contract agree that the State of Arizona, its departments, agencies, boards and commissions shall be indemnified and held harmless by the contractor for the vicarious liability of the State as a result of entering into this contract. However, the parties further agree that the State of Arizona, its departments, agencies, boards and commissions shall be responsible for its own negligence. Each party to this contract is responsible for its own negligence. 6.2.2. Public Agency Language Only Each party (as 'indemnitor') agrees to indemnify, defend, and hold harmless the other party (as 'indemnitee') from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as 'claims') arising out of bodily injury of any person (including death) or property damage but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers." 6.3. Indemnification - Patent and Copyright. The Contractor shall indemnify and hold harmless the State against any liability, including costs and expenses, for infringement of any patent, trademark or copyright arising out of Contract performance or use by the State of materials furnished or work performed under this Contract. The State shall reasonably notify the Contractor of any claim for which it may be liable under this paragraph. If the contractor is insured pursuant to A.R.S. § 41-621 and § 35-154, this section shall not apply. 6.4. Force Majeure. 6.4.1 Except for payment of sums due, neither party shall be liable to the other nor deemed in 54 c Page 1036 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services default under this Contract if and to the extent that such party's performance of this Contract is prevented by reason of force majeure. The term "force majeure"means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Without limiting the foregoing, force majeure includes acts of God; acts of the public enemy; war; riots; strikes; mobilization; labor disputes; civil disorders; fire; flood; lockouts; injunctions-intervention-acts; or failures or refusals to act by government authority; and other similar occurrences beyond the control of the party declaring force majeure which such party is unable to prevent by exercising reasonable diligence. 6.4.2. Force Majeure shall not include the following occurrences: 6.4.2.1. Late delivery of equipment or materials caused by congestion at a manufacturer's plant or elsewhere, or an oversold condition of the market; 6.4.2.2. Late performance by a subcontractor unless the delay arises out of a force majeure occurrence in accordance with this force majeure term and condition; or 6.4.2.3. Inability of either the Contractor or any subcontractor to acquire or maintain any required insurance, bonds, licenses or permits. 6.4.3. If either party is delayed at any time in the progress of the work by force majeure, the delayed party shall notify the other party in writing of such delay, as soon as is practicable and no later than the following working day, of the commencement thereof and shall specify the causes of such delay in such notice. Such notice shall be delivered or mailed certified-return receipt and shall make a specific reference to this article, thereby invoking its provisions. The delayed party shall cause such delay to cease as soon as practicable and shall notify the other party in writing when it has done so. The time of completion shall be extended by Contract Amendment for a period of time equal to the time that results or effects of such delay prevent the delayed party from performing in accordance with this Contract. 6.4.4. Any delay or failure in performance by either party hereto shall not constitute default hereunder or give rise to any claim for damages or loss of anticipated profits if, and to the extent that such delay or failure is caused by force majeure. 6.5. Third Party Antitrust Violations. The Contractor assigns to the State any claim for overcharges resulting from antitrust violations to the extent that those violations concern materials or services supplied by third parties to the Contractor, toward fulfillment of this Contract. 7. Warranties 7.1. Liens. The Contractor warrants that the materials supplied under this Contract are free of liens and shall remain free of liens. 7.2. Quality. Unless otherwise modified elsewhere in these terms and conditions, the Contractor warrants that, for one year after acceptance by the State of the materials, they shall be: 7.2.1. Of a quality to pass without objection in the trade under the Contract description; 7.2.2. Fit for the intended purposes for which the materials are used; 7.2.3. Within the variations permitted by the Contract and are of even kind, quantity, and quality within each unit and among all units; 55 c Page 1037 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services 7.2.4. Adequately contained, packaged and marked as the Contract may require; and 7.2.5. Conform to the written promises or affirmations of fact made by the Contractor. 7.3. Fitness. The Contractor warrants that any material supplied to the State shall fully conform to all requirements of the Contract and all representations of the Contractor, and shall be fit for all purposes and uses required by the Contract. 7.4. Inspection/Testing. The warranties set forth in subparagraphs 7.1 through 7.3 of this paragraph are not affected by inspection or testing of or payment for the materials by the State. 7.5. Compliance With Applicable Laws. The materials and services supplied under this Contract shall comply with all applicable Federal, state and local laws, and the Contractor shall maintain all applicable license and permit requirements. 7.6. Survival of Rights and Obligations after Contract Expiration or Termination. 7.6.1. Contractor's Representations and Warranties. All representations and warranties made by the Contractor under this Contract shall survive the expiration or termination hereof. In addition, the parties hereto acknowledge that pursuant to A.R.S. § 12-510, except as provided in A.R.S. § 12-529, the State is not subject to or barred by any limitations of actions prescribed in A.R.S., Title 12, Chapter 5. 7.6.2. Purchase Orders. The Contractor shall, in accordance with all terms and conditions of the Contract, fully perform and shall be obligated to comply with all purchase orders received by the Contractor prior to the expiration or termination hereof, unless otherwise directed in writing by the Procurement Officer, including, without limitation, all purchase orders received prior to but not fully performed and satisfied at the expiration or termination of this Contract. 8. State's Contractual Remedies 8.1. Right to Assurance. If the State in good faith has reason to believe that the Contractor does not intend to, or is unable to perform or continue performing under this Contract, the Procurement Officer may demand in writing that the Contractor give a written assurance of intent to perform. Failure by the Contractor to provide written assurance within the number of Days specified in the demand may, at the State's option, be the basis for terminating the Contract under the Uniform Terms and Conditions or other rights and remedies available by law or provided by the contract. 8.2. Stop Work Order. 8.2.1. The State may, at any time, by written order to the Contractor, require the Contractor to stop all or any part, of the work called for by this Contract for period(s) of days indicated by the State after the order is delivered to the Contractor. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. 8.2.2. If a stop work order issued under this clause is canceled or the period of the order or any extension expires, the Contractor shall resume work. The Procurement Officer shall make an equitable adjustment in the delivery schedule or Contract price, or both, and 56 c Page 1038 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 151h Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services the Contract shall be amended in writing accordingly. 8.3. Non-exclusive Remedies. The rights and the remedies of the State under this Contract are not exclusive. 8.4. Nonconforming Tender. Materials or services supplied under this Contract shall fully comply with the Contract. The delivery of materials or services or a portion of the materials or services that do not fully comply constitutes a breach of contract. On delivery of nonconforming materials or services, the State may terminate the Contract for default under applicable termination clauses in the Contract, exercise any of its rights and remedies under the Uniform Commercial Code, or pursue any other right or remedy available to it. 8.5. Right of Offset. The State shall be entitled to offset against any sums due the Contractor, any expenses or costs incurred by the State, or damages assessed by the State concerning the Contractor's non-conforming performance or failure to perform the Contract, including expenses, costs and damages described in the Uniform Terms and Conditions. 9. Contract Termination 9.1. Cancellation for Conflict of Interest. Pursuant to A.R.S. § 38-511, the State may cancel this Contract within three (3) years after Contract execution without penalty or further obligation if any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the State is or becomes at any time while the Contract or an extension of the Contract is in effect an employee of or a consultant to any other party to this Contract with respect to the subject matter of the Contract. The cancellation shall be effective when the Contractor receives written notice of the cancellation unless the notice specifies a later time. If the Contractor is a political subdivision of the State, it may also cancel this Contract as provided in A.R.S. § 38-511. 9.2. Gratuities. The State may, by written notice, terminate this Contract, in whole or in part, if the State determines that employment or a Gratuity was offered or made by the Contractor or a representative of the Contractor to any officer or employee of the State for the purpose of influencing the outcome of the procurement or securing the Contract, an amendment to the Contract, or favorable treatment concerning the Contract, including the making of any determination or decision about contract performance. The State, in addition to any other rights or remedies, shall be entitled to recover exemplary damages in the amount of three times the value of the Gratuity offered by the Contractor. 9.3. Suspension or Debarment. The State may, by written notice to the Contractor, immediately terminate this Contract if the State determines that the Contractor has been debarred, suspended or otherwise lawfully prohibited from participating in any public procurement activity, including but not limited to, being disapproved as a subcontractor of any public procurement unit or other governmental body. Submittal of an offer or execution of a contract shall attest that the contractor is not currently suspended or debarred. If the contractor becomes suspended or debarred, the contractor shall immediately notify the State. 9.4. Termination for Convenience. The State reserves the right to terminate the Contract, in whole or in part at any time when in the best interest of the State, without penalty or recourse. Upon receipt of the written notice, the Contractor shall stop all work, as directed in the notice, notify all subcontractors of the effective date of the termination and minimize all further costs to the State. In the event of termination under this paragraph, all documents, data and reports prepared by 57 c Page 1039 of 1598 State of Arizona Master Agreement State Procurement Office 100 North 15th Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No: ADSP016-130652 Description: Software Value-Added Reseller(SVAR)Services the Contractor under the Contract shall become the property of and be delivered to the State upon demand. The Contractor shall be entitled to receive just and equitable compensation for work in progress, work completed and materials accepted before the effective date of the termination. The cost principles and procedures provided in A.A.C. R2-7-701 shall apply. 9.5. Termination for Default. 9.5.1. In addition to the rights reserved in the contract, the State may terminate the Contract in whole or in part due to the failure of the Contractor to comply with any term or condition of the Contract, to acquire and maintain all required insurance policies, bonds, licenses and permits, or to make satisfactory progress in performing the Contract. The Procurement Officer shall provide written notice of the termination and the reasons for it to the Contractor. 9.5.2. Upon termination under this paragraph, all goods, materials, documents, data and reports prepared by the Contractor under the Contract shall become the property of and be delivered to the State on demand. 9.5.3. The State may, upon termination of this Contract, procure, on terms and in the manner that it deems appropriate, materials or services to replace those under this Contract. The Contractor shall be liable to the State for any excess costs incurred by the State in procuring materials or services in substitution for those due from the Contractor. 9.6. Continuation of Performance Through Termination. The Contractor shall continue to perform, in accordance with the requirements of the Contract, up to the date of termination, as directed in the termination notice. 10. Contract Claims All contract claims or controversies under this Contract shall be resolved according to A.R.S. Title 41, Chapter 23, Article 9, and rules adopted thereunder. 11. Arbitration The parties to this Contract agree to resolve all disputes arising out of or relating to this contract through arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. § 12-1518, except as may be required by other applicable statutes (Title 41). 12. Comments Welcome The State Procurement Office periodically reviews the Uniform Terms and Conditions and welcomes any comments you may have. Please submit your comments to: State Procurement Administrator, State Procurement Office, 100 North 15th Avenue, Suite 201, Phoenix, Arizona, 85007. 58 c Page 1040 of 1598 NA8PQVouePontISoftware Value-Added Reseller Services Attachment �~ �� NN ��N��h��N�hN �� Qualifications � �°°°°��mmNNN��NN °° � �� ------ v " Overall Company Information Requirement 1.1 Business Operations 1.1.1 Provide 3 Brief overview Of bUSiM8sS Ope[3dOMS, with an 80ph8SiS OM the p[OViSiOM of services as 3 Software Value-Added Reseller. nse CDW was founded in 1984 as a home-based business, and has since grown tremendously through strategic partnerships, online and onsite inventories and services, and strong technical expertise toearn $12 billion in net sales in 2014. COVVpartners with over 1.000 manufacturers to offer portfolio of1OO.00O-p|us products. Over 7,000 individuals constitute the COVVworkforce, ranging from salespeople and fia|dexecutives toadministrative and service experts tohighly skilled technology specialists and engineers. Incorporated in1SS8. COVV'Gisthe wholly owned subsidiary ofCOVVLLC that focuses on the public sector, including federal, state, and local government agencies, educational institutions, and healthcare facilities. With over 200 government and education contracts, we are the nation's largest direct response provider of multi-brand IT solutions. We are currently the largest value-added reseller in the United States, ranked #253 on the 2015 Fortune 500 list. COVVG focuses onbuilding strong customer relationships bv so leveraging our knowledgeable account managers and 000 e 666669699669669 sees@ tSChOiC@| specialists tOprovide extensive pre- and post-award support. Our experts lead the industry iOpublic-sector 00000000000000000000 000000000000000000 customer service and product knowledge, directly benefitting 0000000 0000 00 00000000000 000 0000 00 the various personnel Ofour public-sector customers. 000 0 0 Software Services ��.w��Uces CDW is a market-leading software provider with $3 billion annually in software revenue. Through our distribution partner network, we offer nearly every software title available on the market today and have direct partnerships with over 300 software partners. As a company, we manage 25,000 software agreements and process over 180,000 annual software renewals. For the key itemized publishers named in this RFP, we maintain top-tier partnerships (e.g., Adobe Platinum Partner) and regularly receive annual awards (e.g., 2014 Microsoft C)305Sales Achievement/ ward). 598 NASPO ValuePoint I Software Value-Added Reseller Services Proof of Authorization Our ability to supply NASPO ValuePoint members with the key and secondary itemized software publishers listed in the RFP rests on the strong partnerships forged with industry- leading manufacturers, whose solutions meet the needs of our public sector customers. Letters of authorization for each publisher can be provided upon request. ■ Fully authorized Adobe Licensing Center (ALC) www.cdwg.com/cont ■ Platinum Channel Partner ent/brands/adobe/ ■ Adobe's largest and most successful reseller partner since 2001 ■ CDW named Adobe 2015 Consumer and Business Adobe Worldwide Partner of the Year at Global Sales Conference (12/15/2015) ■ Internal Adobe support team (8 licensing specialists, 1 Creative Cloud program specialists, 1 senior brand manager) ■ The only Adobe reseller with multiple dedicated, onsite channel account managers (23 total) ■ Citrix LAR Certified Partner certification www.cdwg.com/cont ■ '. Large Account Reseller Partner of the Year 2013, 2012, ent/brands/citrix/ 2011:at Citrix Summit conference ■ Internal Citrix specialist team(1 partner specialist, 3 Citrix technical specialists, 2 business development specialists, 1 brand manager) ■ Hold over 400 Citrix certifications(e.g., CCA/Certified Administrator, CCEA/Certified Enterprise Administrator, CCSP/Certified Sales Professional) ■ Microsoft Gold Certified Partner, Software Asset www.cdwg.com/cont Management (SAM) Partner, Authorized Direct Reseller ent/brands/microsoft/ (ADR)for Open Value licensing programs ■ Number-one ranked Licensing Solution Provider(LSP) and Enterprise Software Advisor(ESA) Microsoft ■ Manage over 25,000 active Microsoft agreements ■ Largest Microsoft Partner in Office 365 customer deployments, contract volume LSP of EAs/SAs, new enterprise agreements ■ 2014 US OEM Reseller of the Year, Office 365 Sales Achievement Award, Experience Center(MEC) Partner of the Year ■ Novell Gold Partner with distinctions: www.cdwg.com/cont '.. o ALA, MLSA, SLA,VLA,VLA academic,VLA ent/brands/novell/ nonprofit/government authorized reseller o End-user computing sales specialization o California SLP contract authorized reseller Novello NetIQ authorized reseller ■ 4/6/2015: Micro Focus completed its merger with The Attachmate Group,;which acquired acquired Novell, Inc. (4/27/2011); Novell now operates as two separate business units under Novell®and SUSS®brand names, having joined AttachmateS and NetIQO as holdings of The Attachmate Group 1011 598 NASPO ValuePoint I Software Value-Added Reseller Services ■ Symantec Platinum Partner www.cdwq.com/cont ■ Named the Symantec 2015 National Access Reseller ent/brands/symantec (NAR) Innovation Partner of the Year at Partner / Engage awards (11/5/2015) - ■ Largest/top-selling LAR partner; Specialization Member Symantec (includes Endpoint Management, Data Loss Prevention, IT Compliance, Managed Security Services, SMB Backup, SMB Security, Enterprise Security, Archiving and eDiscovery, Data Protection with NetBackup, Storage Management) ■ Dedicated internal Symantec team (16 CDW-badged coworkers (segment, renewals ■ VMware Authorized Consulting (VAC) Program Gold www.cdwq.com/cont member ent/brands/vmware/ ■ 2014 Global and Americas Marketing Partner of the Year award at VMware Partner Exchange ■ 55+dedicatedinternal VMware personnel (1 onsite brand manager, 6 pre-sales support specialists,4 vCloud Air pre-sales/technical/business development specialists, 1 VMware end-user computing channel account representative, 3 business development specialists, 5 renewal specialists,' 5 capacity planner assessment engineers, 2 national account managers, 12 inside sales reps, 2 systems engineers, 14 virtualization solution'architects) ■ Over 1,500 VMware Sales Professional (VSP) accreditations;'34 VMware Certified Professional(VCP) accreditations;71 VMware Technical Sales Professional (VTSP)accreditations Requirement 1,1,2 Provide the following inforrnation using the forrnat below, nse 1011414 W_ _ 1.1.2.1 Offeror's full legal name CDW Government LLC (CDWG) Jason Schwartz, Sales Manager 1.1.2.2 Primary business 230 N Milwaukee Ave contact information (name, Vernon Hills, IL 60061 address, phone number, email P: 877.325.0934 address,website) E: iasonsp_cdw.com W: cdwg.com/PeopleWhoGetlT 1.1.2.3 Date Company was CDWG was incorporated in 1998; parent company CDW was established founded in 1984. 1.1.2.4 Location where the CDWG is incorporated in the state of Illinois. Offeror is incorporated 1.1.2.5 Ownership structure CDW Government LLC is a wholly owned subsidiary of CDW (public, partnership, subsidiary, LLC, which is owned by CDW Corporation, a publicly traded e c. I entity under NASDAQ (ticker symbol "CDW"). 1.1.2.6 Office location(s) Corporate Headquarters 598 NASPO ValuePoint Software Value-Added Reseller Services responsible for performance of 230 N Milwaukee Ave contract. Include address, Vernon Hills, IL 60061 contact information. P: 800.808.4239 Eastern Distribution Center 200 N Milwaukee Ave Vernon Hills, IL 60061 P: 847.465.6000 Western Distribution Center 3201 E Alexander Road North Las Vegas, NV 89030 P: 702.495.5000 1.1.2.7 Organizational chart An organizational chart pertaining to this solicitation immediately relevant to Scope of Work of follows this table. Names in red boxes have resumes included in this solicitation. this Attachment. 1.1.2.8 Contact information for the individual who is Edie Harris, Proposal Manager responsible for any P: 312.705.6285 clarifications or discussions E: ellharrp_cdw.com regarding the submitted response. The following organizational chart is indicative of the personnel structure that will be supporting the NASPO ValuePoint contract and its members throughout the life of the agreement. Names in red boxes have resumes included in this Attachment. 598 NASPO ValuePoint I Software Value-Added Reseller Services CDW NASNASPOy' for Christina V.Rother ''.. P V�/aluePoint President.tDWG Aletha Noonan David Hutchins Julie Smith VP,Higher Education VP,State&Local Sales VP,K-12 Sales ......... i ............................................... Nicci Fagan David Doucette j Dan Fagan Tony Sivore Jon Mazella Joe Simone Toni Hargis Director,Area Sales Director,Area Sales_ Manager' Strateg€c Director,Area.Sales Senior sales Programs Di—tor,Area Sales ;Director,Area Sales Manager I I � Peva aRmail� �i .... Max W.Reed Program Software V P,Program Management Lisa Stewart Management Solutions VP,Software Solutions Dario BertocCI Jeff Lyons Senior Manager, D,,ector,Software Prograar Sales Sales Amanda Ewertowsk Senior Program Manager y R , i 54fh'4�la�t'°`Sa1�9r itl Requirement 1.2 Key Personnel----Provide the inforrnation, using the forrnat below, regarding each Key Personnel for a resultant contract for!terns 1.2.1 through 1.2.5; nse The following key personnel will participate in serving the NASPO ValuePoint contract and its participating member agencies. Please note that the named personnel included in this response are not meant to provide an exhaustive list of the CDW-G sales, software, and support individuals who will be involved in serving this contract's participating states. Program Management 0 1.2.1 Name Jumana Dihu 1.2.2 Position/Title and reporting Program Manager, State &Local Government responsibilities 1.2.3 Years of industry experience 13 years 1.2.4 Years in current position Two(2j)years 1.2.5 Proposed role relative to Offered Program Manager; will oversee NASPO ValuePoint services. Include the functions and tasks for contract details post-award, including reports, which they will have prime responsibilities. audits, and management 598 NASPO ValuePoint I Software Value-Added Reseller Services Software Solutions 0 1.2.1 Name Gabriel Adler 1.2.2 Position/Title and reporting responsibilities Sales Manager, Software Solutions 1.2.3 Years of industry experience Nine (9)Years 1.2.4 Years in current position Two(2)years 1.2.5 Proposed role relative to Offered Sales Manager, Software; oversees team of services. Include the functions and tasks for licensing account executives and field specialists, which they will have prime responsibilities. grows public-sector software sales 0 1.2.1 Name Gabe Arias 1.2:2 Position/Title and reporting responsibilities Licensing Account Executive, Software Solutions 1.2.3 Years of industry experience Nine (9)years 1.2.4 Years in current position Four(4)years Licensing Account Executive, Software; helps 1.2.5 Proposed role relative to Offered NASPO ValuePoint customers manage software services. Include the functions and tasks for investments and cultivates trusted client which they will have prime responsibilities. relationships at CIO/Director level within state agencies State & Local Sales 0 1.2.1 Name Jason Schwartz 1.2.2 Position/Title and reporting Sales Manager, State & Local responsibilities 1.2.3 Years of industry experience 10 years 1.2.4 Years in current position Two(2)years Sales Manager, Pacific Geography; oversees 1.2.5 Proposed role relative to Offered account managers handling NASPO ValuePoint services. Include the functions and tasks for members, maintains regional relationships with which they will have prime responsibilities. publishers/manufacturers, long-term contract success strategy 0 1.2.1 Name Michael Truncone 1.2.2 Position/Title and reporting Sales Manager, State & Local responsibilities 1.2.3 Years of industry experience 11 years 1.2.4 Years in current position One(1)year 1.2.5 Proposed role relative to Offered Sales Manager, Keystone Geography; oversees services. Include the functions and tasks for account managers handling NASPO ValuePoint which they will have prime responsibilities. members, maintains regional relationships with ® ® s 598 NASPO ValuePoint I Software Value-Added Reseller Services 0 publishers/manufacturers, long-term contract success strategy 0 1.2.1 Name Clayton Boras 1.2.2 Position/Title and reporting Sales Manager, State& Local responsibilities 1.2.3 Years of industry experience 17 years 1.2.4 Years in current position 12 years Sales Manager, Keystone Geography; oversees 1.2.5 Proposed role relative to Offered account managers handling NASPO ValuePoint services. Include the functions and tasks for members, maintains regional relationships with which they will have prime responsibilities. publishers/manufacturers, long-term contract success strategy 0 1.2.1 Name Dave Stephens 1.2.2 Position/Title and reporting Business Development Manager, Public Safety responsibilities 1.2.3 Years of industry experience 30 years 1.2.4 Years in current position Seven (7)years 1.2.5 Proposed role relative to Offered Business Development, Northwest and Pacific services. Include the functions and tasks for Geographies (15 states); works with which they will have prime responsibilities. publishers/manufacturers and NASPO ValuePoint customers to determine best-fit solution options K-12 Sales 0 1.2.1 Name Russell Keene 1.2.2 Position/Title and reporting Sales Manager,K-12 Sales responsibilities 1.2.3 Years of industry experience 19 years 1.2.4 Years in current position 12 years Sales Manager, Pacific Geography (includes 1.2.5 Proposed role relative to Offered Arizona, Hawaii); oversees account managers services. Include the functions and tasks for handling NASPO ValuePoint members, maintains which they will have prime responsibilities. regional relationships with publishers/manufacturers, long-term contract success strategy 598 NASPO ValuePoint I Software Value-Added Reseller Services 0 1.2.1 Name Alex Haycock 1.2.2 Position/Title and reporting Sales Manager, K-12 Sales responsibilities 1.2.3 Years of industry experience Five (5)years 1.2.4 Years in current position One(1)year Sales Manager, North Pacific (California and 1.2.5 Proposed role relative to Offered Alaska) Geography; oversees account managers services. Include the functions and tasks for handling NASPO ValuePoint members, maintains which they will have prime responsibilities. regional relationships with publishers/manufacturers, long-term contract success strategy 0 1.2.1 Name Sean Galli an 1.2.2 Position/Title and reporting Sales Manager, K-12 Sales responsibilities 1.2.3 Years of industry experience Eight(8)years 1.2.4 Years in current position One(1)year Sales Manager, New England Geography; 1.2.5 Proposed role relative to Offered oversees account managers handling NASPO services. Include the functions and tasks for ValuePoint members, maintains regional which they will have prime responsibilities. relationships with publishers/manufacturers, long- term contract success strategy Higher Education Sales 0 1.2.1 Name Mike Clinton 1.2.2 Position/Title and reporting responsibilities Sales Manager, Higher Education 1.2.3 Years of industry experience 13 years 1.2.4 Years in current position One(1)year Sales Manager, Northwest Geography; oversees 1.2.5 Proposed role relative to Offered account managers handling NASPO ValuePoint services. Include the functions and tasks for members, maintains regional relationships with which they will have prime responsibilities. publishers/manufacturers, long-term contract success strategy 0 1.2.1 Name Chris Webb 1.2.2 Position/Title and reporting Business Development Manager, Higher Education responsibilities 1.2.3 Years of industry experience 11 years 1.2.4 Years in current position Seven (7)years 1.2.5 Proposed role relative to Offered Business Development, National Contracts; works 1 NOR 598 NASPO ValuePoint I Software Value-Added Reseller Services 0 services. Include the functions and tasks for with publishers/manufacturers and NASPO which they will have prime responsibilities. ValuePoint customers to determine best-fit solution options 0 1.2.1 Name Eric Goff 1.2.2 Position/Title and reporting Sales Manager,Higher Education responsibilities 1.2.3 Years of industry experience 15 years 1.2.4 Years in current position Seven (7)years Sales Manager, Pacific Geography; oversees 1.2.5 Proposed role relative to Offered account managers handling NASPO ValuePoint services. Include the functions and tasks for members, maintains regional relationships with which they will have prime responsibilities. publishers/manufacturers, long-term contract success strategy Requirement 1.2.6 In addition, provide a brief resurne which contains education/credentials/certifications/ernployrnent. Onse Resumes for the named key personnel in the previous requirement are featured at the end of this section, in the following order: ■ Jumana Dihu ■ Russell Keene ■ Gabriel Adler ■ Alex Haycock ■ Gabe Arias ■ Sean Galligan ■ Jason Schwartz ■ Mike Clinton ■ Michael Truncone ■ Chris Webb ■ Clayton Boras ■ Eric Goff ■ Dave Stephens Requirement 1.3 Account Managernent "Fearn----Provide a description of the responsibilities of the dedicated account rnanagernent tearn(s) that would be assigned to each Participating Mate under resultant contract. Include a description of how the account rnanagernent structure ensures that service will continue despite vacations, illness, other absences or resignations. nse Whenever an account manager (AM) is out of the office (e.g., vacation, illness, absence), they designate a fellow coworker to assist their customers, leaving no gap in support. 598 NASPO ValuePoint I Software Value-Added Reseller Services This designated backup AM will be an individual who supports other NASPO ValuePoint customers, to ensure knowledge of contract requirements. As an extra point of redundancy, customers can also reach out to our CDW-G general sales support team at the following: ■ Phone: 800.808.4239 ■ Email: cdwgsales@web.cdwg.com ■ Chat: www.cdwg.com Our Connecticut-based team staffing these lines of communication is available Monday- Friday, 7am-6pm CST. In instances of coworker resignation, the sales manager overseeing a given account team will assign the departing AM's customers to an experienced account manager who possesses familiarity with the NASPO ValuePoint contract and purchase history. Account managers are proactively available to their customers to make regular solution recommendations, in addition to addressing support concerns. For more familiar and less complex public-sector software solutions, the AM can call our Supplemental Presales Support line to assist with product research, competitive comparison, simple design, standard architecture, and more. If necessary, the AM will include the customer on this call to further craft the best solution. With complex customer requests or solutions, the AM engages our software licensing team, and their technology specialists and solution architects. Within 48 hours of the initial request, this group works out an offer/solution to present to the customer, including (but not limited to) features, cost analysis, licensing agreement/contract details, interoperability with current environment, implementation actions, and any available maintenance or software assurance programs. Sales managers work with our AMs to develop strategies that best serve customers for long-term success. They spend significant time meeting with customers to understand the dynamics of the local market, and will ensure NASPO ValuePoint customers receive full advantage of CDW-G's software offerings. Additionally, sales managers are responsible for building and maintaining strong relationships with our top manufacturing partners in each region. For example, leveraging a strong existing relationship with the area Symantec representative can provide contract-specific cost savings that benefit NASPO ValuePoint members. When the number of customers being supported in a particular geographic location reaches a certain capacity, CDW-G dedicates a local resource to support the group. Field account managers work jointly with our AMs to provide comprehensive sales support, and are available for onsite business meetings as needed to offer project development, technical expertise, roadmapping, and business reviews. 598 NASPO ValuePoint I Software Value-Added Reseller Services These coworkers are responsible for promoting the contract to end-users, including free trainings in the field, presentations, and attendance at regional tech fairs. They will meet with NASPO ValuePoint, the LSCA, or agency customers for contract status and progress reports, and will assist in solving customer-service issues in the field. Requirement 1.4 Subcontractors----Provide the following inforrnation for !terns 1.4.1 through 1.4.3, using the forrnat below, for any subcontractors you propose to use. 0 1.4.1 Narne of individual or cornpany; 0 1.4.2 Proposed work to be peiforrned; 0 1.4.3 ApproArnate percentage of work directed to subcontractor relative to total work under a resultant contract; 0 1.4.4 In addition, provide a brief resurne which contains education /credentials/certifications ernployrnent. nse For the purposes of this RFP, at the time of this submission, CDW-G is not proposing the use of any subcontracting partners. I 19 2. Company s Experience Requirement Describe the Offeror's experience and expertise providing the following services: 2.1 Account Managernent (assurne 'accounts' as equivalent to a state contract, and to a using rnunicipality). nse Expert contract support is a hallmark of CDW-G's program management team. Most vendors—even large resellers—neglect to have a team devoted to managing their contracts, instead relying on salespeople for compliance and reporting issues, which can result in delayed responses, unreliable support, and potentially faulty reporting. CDW-G, however, understands that contracts are serious commitments, and we honor these commitments through our dedicated program management team. Jumana Dihu will manage the NASPO ValuePoint SVAR contract and agreements. Ms. Dihu has over a decade of contract management experience and has been supporting our NASPO ValuePoint reseller agreements for over two years. Our account teams and manufacturing partners know Ms. Dihu is the resident expert for our NASPO ValuePoint contracts and often reach out to her for assistance on related issues. Other knowledgeable program managers will be actively supporting the contract, both as out-of-office backup for Ms. Dihu or in a scenario where she transitions to a new career level. 598 NASPO ValuePoint I Software Value-Added Reseller Services To support our NASPO ValuePoint customers, CDW-G provides one primary point-of- contact—an account manager (as described in requirement 1.3). Our account managers, their supporting product specialists, and their sales managers understand the current technology trends and are specialized to only work public-sector customers. The multiple teams that will be supporting the participating states are, by and large, generalists; they understand the broad range of equipment and services we offer and often have sales certifications for several leading manufacturers. Rather than organizing our account teams by solution type, we've seen greater customer benefit organizing them by the type and location of the patrons they serve. By asking our generalist sales teams to have laser-like focus on their customers and a strong general understanding of our product offering, we ensure that we're matching the right products to each customer's highly individual needs. For this reason, we go through the effort of breaking down the geography that each of our account managers covers by having them work with customers that are closely located to each other. This is done because we understand that our government customers like to benchmark how they purchase and what they purchase in relation to their neighbors. Due to this degree of granularity when distributing accounts, our account managers can propose products that an agency's counterpart is using in the next town, middle school, or university in many instances from personal experience. However, we recognize that some of our products and services are so complex that a generalist's approach is not enough. That is where our specialized sales force comes in. Similar to the general account teams, our specialists are split between in-house teams and field teams. They are organized primarily around technology type (e.g., cloud, mobility, data centers, etc.) and secondarily around customer type. If an account manager or field account executive requires additional depth of knowledge for a certain type of solution, they'll call in their specialist resources. Requirement N 2.2 t..icense Managernent. The Software Licensing Support Team is vital in ensuring purchases that are scalable and complement software that is currently in place, as well as those forecasted for future projects. Our software support team includes over 85 Software Licensing Specialists, 250 Presales Systems Engineers, and 45 Licensing Account Executives. They assist with the full scope of software licensing and assist customers with leveraging their buying power for software purchases; provide the right mix of software products; and offer cost analysis of available discounts and credits. ME 598 NASPO ValuePoint I Software Value-Added Reseller Services Dedicated account managers will help NASPO ValuePoint customers with software license management needs. License management is detailed further in Attachment B. Requirement 2,3 Training s s After the six-week intensive training members of our sales team undergo, they continue to receive an average of 165 hours of training in their first year at CDW-G, and participate in more than 140 hours in each subsequent year of employment. Our sales teams are also proactive in being certified experts in the products they sell, with proof of this dedication in the numbers. For example, we have over 1,500 VMware Sales Professionals (VSPs) on staff; the result is more leads generated, stronger customer relationships, and the ability to help our customers prioritize their technology needs. Requirement IN 2,4 Software Advisernent s s The software-specific coworkers of CDW-G who collaborate with our account managers to help advise customers on their right-size solution include the following: ■ Software Licensing Specialists (SLS). This team is certified in a wide array of the licensing programs members seek. SLSs are dedicated to assisting customers in understanding and navigating complex licensing options for the top software publishers. They help compare key features of different programs, and ensure interoperability of products and the accuracy and comprehensiveness of software quotes. They assist users in finding the best software to fit their needs, along with the most advantageous licensing level. ■ Partner Specialists. These individuals provide insight into product features and functionality, making sure that software is being sold correctly. Among their duties, they provide accurate licensing solutions. The Partner Specialist teams providing support to CDW-G solutions include over 30 experts focused on our software offering. These coworkers are designated to a specific brand, such as Microsoft, or to a solution, such as cloud. This relates to expert assistance for not only key itemized manufacturers, but to all the publishers users are purchasing. ■ Cloud Client Executives (CCE). Similar to our SLS team, our 14 CCEs work with our customers to provide guidance and optional engagements to align their unique business goals with a cloud plan that provides maximum benefits. 598 NASPO ValuePoint I Software Value-Added Reseller Services Requirement 0 2,5 Other(specify) Re§p2nse CDWG also leverages the following resources to provide unmatched support for customers' IT solutions: Engineers Also included in our recognizable attributes is an investment in engineers that are available to help design custom solutions. We have the largest team of engineers when compared to our direct IT competitors, more on par with the big integrator firms that serve the federal market—such as Boeing—than other potential respondents. Through the account teams located in strategic geographies across the nation, our engineers provide customers design and consultative services at no additional charge. Partner Resources Many of our OEM partners have staff dedicated to support CDWG customers exclusively. In March 2015, over 340 partner coworkers from over 100 various partners were collocated with CDWG, collaborating with our sales teams and engineers to provide expert help to our customers. The wide variety of partners that are onsite allows us to help customers analyze the best value among the products under consideration and provide the right product for each customer the first time. Distribution Facilities Our distribution infrastructure is another key reason why no other IT solution provider in the industry can match our ability to service NASPO ValuePoint customers. As our number of orders has increased across the public and corporate sector, we continue to achieve higher order accuracy year over year. We own two distribution centers that have one million square feet of storage space and stock over$200 million in inventory at any given time. This combination of stock and shipping infrastructure allows us to ship on average 37,000 boxes per day. Despite all of these capabilities, we do not solely rely on our facilities to meet customer needs; we complement our own distribution centers with our distribution partner network, leveraging the most cost-effective solution for each individual product line and customer order. Distribution Partner Network Our Distribution Partner Network includes over 130 different suppliers, meaning we can provide any solution customers need. Similarly to our OEM partners, we're the largest partner for many of our distributors. Like our manufacturer partner relationships, this results in direct benefits for CDWG, which we pass along to our customers. lim 598 NASPO ValuePoint I Software Value-Added Reseller Services Most partners send us EDI (Electronic Data Interchange) downloads or real time information on their available inventory, resulting in access to products usually in as little as a day. As an example, we are a top Ingram Micro partner and hold Elite Partner status. This partnership provides a customized and exclusive support resource to our account teams and customers, among other benefits. 3. Clients Requirement 3.1 Provide inforrnation on Offeror's current governrnent client list. 3.1.1 Explain the services provided to each and how long Offeror has been working with each. nse CDW-G has vested partnerships with nearly every government entity in the US. For insight into our customer base, we served over 5,200 customers in 2014 on our NASPO ValuePoint reseller agreements alone. Our 2014 net sales to federal, state, and local governments totaled $1.5 billion; state and local government sales accounted for approximately 41 percent of these net sales. The top product categories provided to state and local government customers included software, notebooks/mobile devices, and enterprise storage. Specific to this RFP, software is a multibillion-dollar component of CDW's net revenue. As a whole, we manage more than 25,000 software agreements and conduct over 18,000 software renewals annually. Additionally, we offer electronic delivery of many of our software solutions (about one-fifth of our total revenue). Many of these product sales were components of integrated solutions and coupled with services typical of solutions, such as Data Center, Unified Communications and Collaboration, Security, Mobility, and Cloud. The average customer relationship for CDW, as a whole, is eight years. Our government customers sit at the highest end of the average, as our corporate customer relationships are typically no more than three years. Multiyear contracts and the cultivation of personal connections between customer and account manager attribute greatly to the lengthy tenure of these government relationships. Requirement 3.1.2 f..ist governrnent contracts Offeror has gained over the past three (3) years. Provide an explanation of why Offeror was chosen. nse CDW-G has gained 363 public-sector contracts (non-federal) over the past (3) years; the list of these contracts is attached to this section of our response. Most often, customers select CDW-G for contract award due to our capacity for managing large-scale agreements, as well as the value we can provide their purchasers and end- 598 NA8PQVouePontISoftware Value-Added Reseller Services users. Unique differentiators that lead to an award decision include our vendor agnosticism and the investment of ongoing sales training to best serve our customers. CDW-G employs over 1.300 account mana0ana, meaning that size and consistency of support staff is a consistent development initiative in order to support national contracts such as NAGPC) \/a|uaPointwith any necessary transitions. Requirement � 3.13LiStgOV800eMtcontracts Offeror has lost Orresigned over the past three /3\ years. Provide an explanation Ofwhy they were lost Orresigned. As you can see from the following table, of the total 512 contracts lost or resigned, we were named toanew contract in211 instances and awarded upon rebid in73instances, meaning that over half ofthe no-longer-current contracts are in new iterations being held by COW-G. Agreement out to RFP 1 Agreement rebid and awarded to CDW-G 73 Agreement rebid and not awarded to CDW-G 7 CDW-G was named to a new Contract 211 Contract may be renewed, pending NY OGS 9 Moved purchasing to local cooperative agreements 7 Signed a new agreement 11 Unknown reason 82 We are still awaiting renewal 3 OEM did not sign a new contract 22 Contract expired and was not rebid/ren wed 86 Afu|| list is attached to this section of the rasponsa, as vva||. Through the normal course of business, COW-G's contract portfolio changes year to year. Contracts in the Public segment are generally terminable at any time for convenience of the contracting agency orgroup purchasing organization (GPO) or upon default. An adverse change in government spending policies (including ongoing budget cuts), budget priorities, or revenue levels could cause our government customers to reduce their purchases or to terminate or not renew their contracts with us. In the past three (3) years, COVV'G has not lost acontract to default. The primary reason our contracts end is when a customer is out of available options toextend the contract. 598 NASPO ValuePoint I Software Value-Added Reseller Services Requirement 3.2 If Offeror has no governrnent clients, note this in your response and answer questions 3.1.1 through 3.1.3 based on non-governrnent clients. O nse As detailed, CDW-G has a substantial number of government clients. We provide our responses to 3.1.1 through 3.1.3 to reflect these relationships. Requirement 3.3 References----Provide inforrnation for three (3) client references that replicate or are sirnilar to the requirernents of this solicitation. All references shall be for engagernents received and cornpleted within the last five (5) years. The State rnay, at its sole discretion, contact additional clients not presented as references. Reference inforrnation is to be provided using the following table forrnat: O nse The following references are submitted for NASPO ValuePoint review. Company State of Illinois Central Federal Aviation Name Management Services Administration (FAA) University of Washington (CMS) Software contract includes Software agreements but is not limited to ACD under contract include CDW-G's IL CMS Systems, Software AG, Microsoft EES Microsoft Large Account EMC, HP, IBM, Oracle, and Agreement,VMware Reseller contract Symantec (among dozens ELA, Citrix ELA,Adobe includes Microsoft of other publishers, CLP (all Adobe products Select, Enterprise including"weirdware"). With = 1,000+orders Agreements, and CDW-G has grown annually) Microsoft Academic software sales from$5 Type of Select. CMS currently million the first year of the Support through Contract has both a Microsoft contract to$26 million in assessing changes in Product and Select and an GFY15, and grown UW's licensing needs, Services Enterprise Agreement. hardware sales from$15 deploying software to Delivered million to$37 million. end-users, providing CDW-G has held this guidance on new contract for three Both catalog contracts licensing/support consecutive iterations, (Software DTFACT-13-D- structures, renewing starting in 2005.The 00004, Hardware maintenance for all current contract, DTFAWA-11 1-D-00057)are OEMs, identifying large recently awarded, administered by the SAVES spend of similar products expires September Contracts Office; across campus to drive 2019. mandatory for the FAA and campus-wide open to the Department of agreements that reduce Transportation cost Contact Name, James Ellenburg, Harry Lutz, Contracting Ray Hsu, Assistant Mailing Contracting Officer Officer Director, Procurement Address, 120 W Jefferson USDOT/FAA Services Phone 3rd Floor 800 Independence Ave SW 4300 Roosevelt Way NE Number, Email I Springfield, IL 62702 1 Washington, DC 20591 1 Seattle, WA 98195 598 NASPO ValuePoint I Software Value-Added Reseller Services Address P: 217.785.0897 P: 609.485.6127 P: 206.543.0793 E: E: harry.lutzP_faa.org E: rayhsu@uw.edu james.ellenburg@illinois .gov Elizabeth Ford Ochs, Authorized Contract Officer P: 609.485.5557 E: elizabeth.fordp_faa.aov Robert Cochran, Contracting Officer Representative P: 571.209.3111 E: robe rt.cochron faa. ov Software: May 2013-April Contract Start October 2015- 2018 2010-2020;(10-year and End Date November 2019 Hardware: September renewal) 2011-September 2016 Software: sales through Estimated $140 September 2015 = $52 Contract Value million/duration of million $5 million/annual contract Hardware: sales through September 2015 = $96 million 4. Financial/Accounting Information and Disclosures Requirement 4.1 Offeror roust provide evidence of financial stability and capability to fund all cost associated with providing the services through the terra of the Contract. The latest two (2) years audited annual financial staternent(s), including Total Revenue, Net Incorne, and Total Assets, roust be subrnitted with the Offeror's Offer. If audited financial data is unavailable, explain in full the reason and provide latest non-audited financial inforrnation to include Balance Sheet, Incorne Staternent, as well as, Staternent of Cash flows and Change in Financial position. Include inforrnation to attest to the accuracy of the inforrnation provided. O Included at the end of this attachment are CDW's most recent 10K audit reports (2013 and 2014); audited financial statements are located in Item 8: Financial Statements and Supplementary Data. ------------------- Total Revenue (listed as Net Sales) $12,074.5 million $10,768.6 million Net Income $244.9 million $132.8 million Total Assets $6,099.9 million $5,924.6 million 1011 598 NASPO ValuePoint I Software Value-Added Reseller Services Online versions of these documents are also located at investor.cdw.com. 4.2 Disclosures Requirement 4.2.1 Inforrnation regarding any irregularities that were discovered in any account rnaintained by the Offeror on behalf of others. Describe the circurnstances and disposition of the irregularities. nse To the best of our knowledge, at the time of this submission, accounts maintained by CDW on behalf of others have not been subject to any irregularities of circumstance or disposition. Requirement 4.2.2 Full disclosure of any potential conflict of interest, i.e. serving as a rnernber, board rnernber, officer, or having significant financial interest with any cornpany, firrn or joint venture with interests in the provision of software. nse To the best of our knowledge, at the time of this submission, CDW does not have any potential conflicts of interest that would prevent us from serving NASPO ValuePoint members via this contract. Requirement 4.2.3 Whether or not, in the last ten (10) years, the Offeror has filed (or had filed against it) any bankruptcy or insolvency proceeding, whether voluntary or involuntary, or undergone the appointrnent of a receiver, trustee, or assignee for the benefit of creditors, and if so, an explanation providing relevant details; nse To the best of our knowledge, at the time of this submission, CDW has not filed (nor had filed against it) any bankruptcy or insolvency proceeding. No receiver, trustee, or assignee for the benefit of creditors has been specifically appointed. Requirement 4.2.4 Whether or not there are any pending Securities Exchange Cornrnission investigations involving the Offeror, and if such are pending or in progress, an explanation providing relevant details and an attached opinion of counsel as to whether the pending investigation(s) may irnpair the Offeror's peiforrnance in a Contract under this RFP. nse On 29 October 2015, CDW(the Company) received a request for production of documents in connection with an investigation by the SEC of our vendor partner program incentives. We are cooperating with the SEC in this matter. The Company is party to various legal proceedings that arise in the ordinary course of its business, which include commercial, intellectual property, employment, tort, and other litigation matters. 598 NASPO ValuePoint I Software Value-Added Reseller Services The Company is also subject to audit by federal, state, and local authorities by various partners, group purchasing organizations, and customers (e.g., government agencies) relating to purchases and sales under various contracts. In addition, the Company is subject to indemnification claims under various contracts. From time to time, certain customers of the Company file voluntary petitions for reorganization or liquidation under the US bankruptcy laws. In such cases, certain pre-petition payments received by the Company could be considered preference items and subject to return to the bankruptcy administrator. As of 30 September 2015, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters, if any, has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the Company's financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one of more of these proceedings or matters. Requirement 4,2,5 Docurnenting all open or pending litigation initiated by the Offeror or where the Offeror is a dependent or party in litigation that may have a rnaterial irnpact on Offeror's ability to deliver the contracted services; To the best of our knowledge, at the time of this submission, CDW does not have any open or pending litigation that would present a material impact on our ability to deliver the contracted services. Requirement 4,2,6 Full disclosure of any public sector contracts terrninated for cause or convenience in the past five (5)years. To the best of our knowledge, at the time of this submission, CDW has not had any public sector contracts terminated for cause or convenience in the past five (5) years. 598 Relevant Experience CDW Program Manager (2013—Present) ■ Manages contract portfolio for healthcare, higher education, K-12, state & local sales segments within CDW Government LLC ■ Responsible for full range of customer-facing contracts and partner contracts, including master purchase agreement, subcontractor agreements, teaming agreements, referral agreements ■ Initiates and responds to requests for contract changes, product substitutions, technical refreshments ■ Facilitates preliminary dispute resolution and coordinates with legal department as necessary to maintain customer satisfaction and bring prompt closure ■ Ensures document compliance and analyzes success of program to make recommendations for improvement, including product add/drop, offer expansion ■ Manages all reporting capabilities for high-visibility contracts Sirva, Inc. Program Manager (2002-2013) Handled contract negotiation, cost/price analysis, compliance, market and channel analysis, development of strategic initiatives, and directed business goals and project management Education BS, International Economics, DePaul University Page 1061 of 1598 Gabriel Adler Relevant Experience CDW Sales Manager, Software Solutions (2014—Present) ■ Responsible for software sales in multiple public-sector segments with CDW Government LLC (e.g., federal, state & local, K-12, higher education) ■ Manages team of six inside software solution and licensing sellers, five outside software solution and licensing sellers ■ Manages continuous pipeline of software number, including cascade of forecast to upper management ■ Goes in-market with field sellers and interfaces with clients ■ Develops coworkers via education around products, services, solutions Program Manager, Software Sales (2011-2014) Responsible for multiple software programs, including Microsoft T36 Contract Management, Select Plus, NGVL (Next Generation Volume Licensing), OTRR (On Time Renewal Rate), Licensing Help Desk Microsoft Inside Enterprise Licensing Specialist (2009-2011) Microsoft Sales Executive (2006-2009) AMS13 Account Manager (2005-2006) Dave Adler, Inc. Controller & Lead Sales Person Education BA, Business, Northeastern Illinois University Professional a i International Association of Web Masters and Designers Skills ■ Microsoft Office Suite (Excel, ■ Microsoft Certified Professional— Word, Access, Outlook) SAM (Software Asset ■ Microsoft FrontPage Management) ■ HTML Programmer ■ Microsoft ESA/LAR FY09 Certified ■ Adobe Photoshop ■ VMware VSP 5.5 ■ Cute FTP ■ Citrix CSP ■ Adapta 2000 ■ AS/400 Page 1062 of 1598 Gabe Arias Relevant Experience CDW Licensing Account Executive (2011—Present) ■ Supports state & local government customers manage software investments, including Microsoft volume licensing ■ Builds trusted client relationships at CIO/Director level within state agencies, counties, cities ■ Presents CDW Government LLC's software solution capabilities at client-facing meetings, hosted events, selected software partner events ■ Acts as subject matter expert for all Microsoft licensing agreements, VMware, Adobe, Citrix, Red Hat, HP, IBM, and professional services offerings ■ Manages multiple government contracts, answers complex licensing and product questions/scenarios, supports CDW account teams, proactively manages client software business (e.g., EA enrollment process, QBRs, trend analysis, technology briefings) Dell, Inc. Licensing Specialist, Global Accounts (2007-2011) Focused on software and service solutions for large Enterprise and global segment ASAP Software Inside Account Manager (2006-2007) Education BS, Marketing, Illinois State University Certifications ii ■ Certified Microsoft Licensing ■ Cloud Computing & Virtualization Expert Conference ■ CDW-G Most Valuable Player, ■ Microsoft Volume Licensing Software Team (2013, 2015) Certification ■ CDW Presidents Achievement ■ VMware Licensing Certification (2014) ■ Symantec Licensing Certification ■ Classroom Training Program ■ Citrix Licensing Certification ■ Sales Leadership Training ■ Oracle Licensing Certification ■ Yellow Belt Certification Training ■ IBM Licensing Certification ■ Microsoft Solution Selling Training ■ Effective Presentations Training Page 1063 of 1598 Jason Schwartz Relevant Experience CDW Sales Manager, State & Local Sales (2015—Present) ■ Manages 20 account managers supporting state & local government customers in California, Arizona, Alaska, and Hawaii ■ Builds relationships with coworkers, customers, partners for both small and large enterprises in the public sector ■ Leads team of sales professionals through motivational coaching, effective partner management, and customer engagement ■ Consistently interacts with field personnel, customer base, and OEM partners ■ Performs business pipeline review calls with sales teams to ensure financial objectives are achieved monthly, quarterly, and annually Sales Manager, Sales Academy (2014-2015) Responsible for onboarding account managers hired into Medium Large Central and South regions and Small Business teams; developed individual coaching plans for each account manager Senior Account Manager (2010-2014) Achieved strong sales results with higher education customers through consultative selling of hardware, software, and professional services solutions to assist in long-term strategic IT plan of each customer Education BA, Political Science & Business Administration, University of Iowa Page 1064 of 1598 Michael Truncone Relevant Experience CDW Sales Manager, State & Local Sales (2015—Present) ■ Travels to discover, develop, and increase relationships with key clients, manufacturers, and service business partners ■ Performs business pipeline reviews with sales teams to ensure financial objectives are achieved monthly, quarterly, and annually ■ Conducts services scope reviews on opportunities with integration services to ensure successful project execution Executive Account Manager (2005-2015) ■ Worked to develop partner relationships while holding weekly cadence with partners including Cisco, HP, and Lenovo ■ Demonstrated consistent sales growth throughout career ■ Pursued relevant certifications within IT field, including partners HP, NetApp, EMC, Cisco, and Microsoft ■ Participated in Emerging Leaders Program ■ Worked efficiently and effectively while coordinating and managing within large sales organization ■ Coached and developed high-performing coworkers Education BA, Economics & Business Administration, University of Connecticut Page 1065 of 1598 Clayton Boras Relevant Experience CDW Sales Manager, Higher Education (2011—Present) ■ Supervises 20 inside sales and field sales personnel supporting higher education business in Northeast and Keystone geographies ■ Develops team members with career opportunities in Emerging Leaders program and promotion to Sales Operations ■ Consistently interacts with field personnel, customer base, and OEM partners ■ Lead sales team ranked #1 in Higher Education (2012) ■ Executes large higher education wins for hardware, software, licensing, and services solutions Sales Manager, K-12 Sales (2007-2011) ■ Oversaw 22 internal sales and two field sales personnel supporting K-12 education business for Keystone geography ■ Created sales strategies to identify lucrative contract opportunities and leveraged vendor relationships to achieve significant sales and gain visibility ■ Interfaced with vendors, executive management contracts for key accounts, and information technology, purchasing, and general services personnel at state level Regional Sales Manager (2003-2007) Territory Sales Manager (2001-2003) Micro are Inc. Group Business Unit Education Manager (1999-2003) Strategic Business Unit Account Manager (1998-1999) Education ■ MBA, Marketing, Sacred Heart University ■ BS, Finance, Sacred Heart University Awards & Certifications ■ CDW Presidents Club Achievement Award (2008, 2012) ■ CDW#1 Ranked K-12 Sales Manager (2003, 2008) ■ CDW#1 Ranked Higher Education Sales Manager (2012) ■ Mitsubishi Sales Award (2006-2009) Page 1066 of 1598 Dave Stephens Relevant Experience CDW Business Development Manager, Public Safety (2010—Present) ■ Manages sales engineering process for large-scale integration projects involving public safety agencies ■ Provides subject matter expertise to CDW Government LLC resources and offers resource training, as well as partner development and management ■ Presents at state, regional, and national public safety conferences on topics such as mobility, digital evidence management, CJIS mandate compliance Senior Field Account Executive (2002-2010) Worked with account teams to grow state & local government marketplace; additionally developed high-visibility opportunities within specific sales geography CATG Inc. dba MBS CONNECTINGPOINT Operation Director (2000-2001) President and General Manager (1999-2000) National Sales Manager (1997-1999) State Contract Sales Manager (1991-1997) Account Manager (1988-1990) VALCOM COMPUTER Account/Assistant/Service Manager (1984-1988) Education BA, Data Processing & Business Administration, Weber State University Page 1067 of 1598 KUssell Keene Relevant Experience CDW Sales Manager, K-12 Sales (2006—Present) ■ Trains and manages inside sales team of 27 account managers covering K-12 accounts in California, Arizona, Alaska, and Hawaii ■ Manages a team of six field account executives in California and Arizona ■ Travels to discover, develop, and increase relationships with key clients, manufacturers, and service business partners ■ Performs business pipeline reviews with sales teams to ensure financial objectives are achieved monthly, quarterly, and annually ■ Conducts services scope reviews on opportunities with integration services to ensure successful project execution ■ Acts as Education liaison for CDW Emerging Leaders Program ■ Analyzes contracts prior to RFP response submission to ensure positive outcome and acceptable company risk District Manager, Northwest & Pacific Regions (2005-2006) Created regional business plan leading to sales increase and trained/coached inside account teams covering customers in western US Senior Account Manager (1997-2005) Proactively targeted key contracts and successfully bid to further business opportunities while acting as team mentor for new sales coworkers Education BS, Marketing, North Central College Page 1068 of 1598 Alex Haycock Relevant Experience CDW Sales Manager, K-12 Sales (2015—Present) ■ Mentors account team with various lengths of tenure across multiple CDW segments ■ Leads account team to exceed goals via one-on-one coaching and focused selling efforts ■ Builds strong relationships with vendor partners, inside sales reps, and field resources to ensure customer satisfaction and support Senior Account Manager (2014-2015) Guided peers through daily and monthly sales activities while maintaining and expanding customer relationships in Aggregation Services team Account Manager (2011-2014) Developed strong and long-lasting relationships with back-end departments and vendors to become consistent and reliable resource to customers and colleagues Education BA, Business Administration, Columbia College Awards & Certifications ■ Cisco CCE ■ EMC Sales Professional ■ NetApp Sales Professional ■ VMware Sales Professional ■ Tripp Lite Sales Professional Page 1069 of 1598 Sean Gailigan Relevant Experience CDW Sales Manager, K-12 Sales (2014—Present) ■ Manages recruitment, selection, training, and coaching of 18 direct reports handling millions in total business to ensure sales goals are met ■ Drives business growth by capitalizing on new revenue potential in existing markets in New England geography ■ Leverages strategic relationships with customers, peers, and vendor partners ■ Provides customer service management and problem resolution training and mentorship ■ Utilizes knowledge of partner sales programs and procedures to effectively steer sales growth projects with key partners such as Cisco, NetApp, VMware, and Aruba Account Manager (2007-2014) Managed, fostered, and maintained successful working relationship with multiple vendor partners in K-12 education IT sales Nielsen a is Research Sports Product Placement Auditor (2006-2007) Edited and evaluated analysis of sports marketing initiatives of product vendors, athletic teams, sports venues to assist in formulation of appropriate business strategy Sports Product Placement Analyst (2005-2006) Education BBA, Finance, University of Connecticut Awards & Certifications ■ Cisco Sales Expert ■ NetApp Accredited Sales Professional ■ Microsoft Sales Accreditation ■ EMC Velocity Sales Accreditation Major Projects ■ Project Name 1 (Project Date), 5-7 word description ■ Project Name 2 (Project Date), 5-7 word description Page 1070 of 1598 Mike Clinton Relevant Experience CDW Sales Manager, Higher Education (2015—Present) ■ Covers higher education sales in Northwest geography ■ Leads experienced inside and outside sales team to sell best-in-class manufacturers and technology from Cisco, Lenovo, Microsoft, Adobe, VMware, etc. Principal ISA, Unified Communications (2008-2015) ■ Subject matter expert for CDW's unified communications portfolio to customers, colleagues, account managers ■ Assessed customer business goals and technical requirements to develop UC strategies ■ Leveraged extensive knowledge of CDW's Professional Services to provide customers with turnkey solutions ■ Supported Med/Lar, nonprofit, and healthcare teams Senior Account Manager, Med/Lar (2002-2008) Provided IT solutions and services to mid-market and Enterprise clients Education BS, Telecommunications Management, DeVry University Page 1071 of 1598 Chris Webb Relevant Experience CDW Business Development Manager, Higher Education (2015—Present) ■ Owns higher-education strategy for contracts, eProcurement, and key OEM partnership in CDW Government LLC ■ Directs team of five field-based business development resources focuses on higher education market ■ Builds strategic partnerships with key OEM partners, providers, and third-party service organizations ■ Drives customer relationships through C-level engagement, partnership reviews, mutually beneficial contracts ■ Reports to VP, Higher Education Sales Business Development, Higher Education (2008-2015) ■ Positioned CDW and negotiated contracts for west coast higher education business ■ Conducted business reviews with executive-level large clients to identify growth opportunities Sales Manager, Higher Education (2007-2008) Led team of 18 account mangers covering higher education in mid-Atlantic and Keystone geographies Inside Account Manager, K-12 Education (2005-2007) Proactively sought new customers and innovative ways to solve the technology needs of K- 12 education Education BS, Information Systems, Wake Forest University Awards & Certifications ■ CDW Annual Sales Top Performers (2005, 2006, 2007) ■ CDW#1 Higher Education/Sales Manager (2008) Page 1072 of 1598 Eric Goff Relevant Experience CDW Sales Manager, Higher Education, Pacific Region (2009—Present) ■ Manages day-to-day sales team activities to achieve financial plan, interacting with direct reports, coworkers, customers, and partners ■ Responsible for two territories consisting of 15 states; develops, improves, and maintains customer and partner relationships ■ Hosts meetings, delivers presentations, conducts onsite visits, develops plans and strategic planning sessions, handles contract negotiation ■ Works effectively with internal and external stakeholders to achieve business objectives and exceed sales goals ■ Motivates and coaches sales team, educates and teams with OEM partners, engages customers to provide consultation and value Sales Manager, Corporate Academy (2007-2009) Responsible for managing newest sales representatives, coaching effective career strategies, and providing selling assistance Account Manager (2001-2007) Responsible for corporate accounts across the country (focus on Northern California) Education BS, Marketing, Illinois State University Awards & Certifications ■ CDW Presidents Achievement Award of Excellence (2009, 2014) ■ Public Sales Manager Advisory Council (PSMAC) ■ Higher Education liaison, CDW Emerging Leaders Program Page 1073 of 1598 GAINED GOVERNMENT CONTRACTS Issuing Agency Contract Title Start Date Exp Date Academy School District 20 Peripheral Purchase Agreement 07/10/2015 07/31/2016 Alabama Joint Purchasing Program AUP 2013-HP Networking 03/08/2013 03/08/2016 Alabama Joint Purchasing Program AUP 2013-NEC 03/08/2013 03/08/2016 Alabama Joint Purchasing Program AUP 2013-Lenovo 03/08/2013 03/08/2016 Alabama Joint Purchasing Program AUP2015-0102 GoGuardian 07/06/2015 07/01/2017 Alabama Joint Purchasing Program AUP2015-0113:Microsoft Hardware 07/29/2015 06/30/2017 American Lebanese Syrian Associated Charities,Inc(ALSAC) Master Services and Product Sales Agreement b, 12/18/2013 12/18/2015 American Public University System Master Product Sales Agreement 04/15/2013 04/14/2016 Arlington Independent School District Computer,AV Equipment,Supplies and Services 07/01/2015 06/30/2016 Aruba Networks,Inc. California Aruba WSCA Data Communications 02/17/2015 05/31/2019 Aruba Networks,Inc. Aruba WSCA Data Communications 02/17/2015 05/31/2019 Aruba Networks,Inc. Florida Aruba NASPO Data Communications 05/11/2015 05/31/2019 Aruba Networks,Inc. Alaska Aruba NVP Data Communications 08/18/2015 05/31/2019 Aruba Networks,Inc. Nevada Aruba NVP Data Communications 08/19/2015 05/31/2019 Aruba Networks,Inc. Montana Aruba NVP Data Communications 08/24/2015 05/31/2019 Aruba Networks,Inc. New Jersey Aruba NVP Data Communications 08/24/2015 05/31/2019 Aruba Networks,Inc. South Carolina Aruba NVP Data Communication: 08/24/2015 05/31/2019 Aruba Networks,Inc. Washington Aruba NVP Data Communications 08/24/2015 05/31/2019 Aruba Wireless Networks,Inc. Ohio STS Aruba 11/13/2014 06/30/2017 Associated Colleges of the Twin Cities NJ PA Stretch Agreement 12/01/2014 11/18/2018 Association of Computer Technology Educators of Maine Master Product Sales Agreement 05/30/2014 05/30/2016 Baltimore City Public Schools Symantec Software Maintenance 07/01/2014 06/30/2017 Beaufort County School District APC Smart UPSs and Batteries 06/05/2015 06/04/2018 BJC Healthcare Mutual Non-Disclosure Agreement 11/20/2013 11/20/2016 Board of Regents of the Nevada System of Higher Education on behalf of Buy NJPA Stretch Agreement 12/01/2014 11/18/2018 Bossier Parish School Board Technology Catalog Contract 11/01/2015 10/31/2020 Brocade Communications Systems,Inc. State of Georgia Brocade 04/30/2013 06/30/2016 Brocade Communications Systems,Inc. Brocade WSCA Data Communications 07/10/2014 05/31/2019 Brocade Communications Systems,Inc. Alaska Brocade NVP Data Communications 07/10/2014 05/31/2019 Brocade Communications Systems,Inc. Delaware Brocade NVP Data Communications 07/10/2014 05/31/2019 Brocade Communications Systems,Inc. Montana Brocade NVP Data Communications 07/10/2014 05/31/2019 Brocade Communications Systems,Inc. Nevada Brocade NVP Data Communications 07/10/2014 05/31/2019 Brocade Communications Systems,Inc. South Dakota Brocade NVP Data Communicatior 07/10/2014 05/31/2019 Brocade Communications Systems,Inc. Washington Brocade NVP Data Communications 07/10/2014 05/31/2019 Brocade Communications Systems,Inc. Wyoming Brocade WSCA Data Communications 07/10/2014 05/31/2019 Brocade Communications Systems,Inc. New Jersey Brocade NVP Data Communications 09/08/2014 05/31/2019 Brocade Communications Systems,Inc. Wyoming Brocade NVP Data Communications 09/08/2014 05/31/2019 Brocade Communications Systems,Inc. California Brocade NVP Data Communications 09/09/2014 05/31/2019 Brocade Communications Systems,Inc. Oregon Brocade WSCA Data Communications 09/09/2014 05/31/2019 Brocade Communications Systems,Inc. Oregon Brocade NVP Data Communications 09/09/2014 05/31/2019 Brocade Communications Systems,Inc. Florida Brocade NVP Data Communications 10/06/2014 05/31/2019 Brocade Communications Systems,Inc. Hawaii Brocade NVP Data Communications 10/06/2014 05/31/2019 Brocade Communications Systems,Inc. South Carolina Brocade NVP Data Communicatic 07/14/2015 05/31/2019 Brocade Communications Systems,Inc. TX DIR Brocade 09/24/2014 08/13/2016 Brother International Corp. TX DIR Brother 06/05/2015 06/05/2016 Brother International Corporation NC Brother Printer 04/10/2013 03/31/2016 Brother International Corporation NY OGS Brother Printing and Imaging 11/06/2014 09/01/2017 Capistrano Unified School District Audio Visual Equipment 08/01/2015 07/31/2016 Carahsoft Technology Corp TX DIR Carahsoft/Adobe 08/29/2013 08/29/2016 Carahsoft Technology Corp Texas DIR Carahsoft/VMWare 03/13/2014 05/03/2016 Carahsoft Technology Corp Oklahoma OneNet Carahsoft/VMWare 04/15/2014 06/30/2016 Carahsoft Technology Corp OH STS Carahsoft/Nutanix 06/01/2015 12/19/2016 CESA Purchasing Technology Catalog 03/01/2014 02/29/2016 Chicago Public Schools Audio Visual Equipment 08/01/2013 06/30/2016 Cisco Systems,Inc. TX DIR Cisco 05/05/2014 05/05/2016 Cisco Systems,Inc. Cisco WSCA 08/07/2014 05/31/2019 Cisco Systems,Inc. Nevada Cisco WSCA 08/07/2014 06/01/2019 Cisco Systems,Inc. Oregon Cisco WSCA 08/15/2014 05/31/2019 Cisco Systems,Inc. Michigan Cisco WSCA 08/29/2014 05/31/2019 Cisco Systems,Inc. Washington Ciso WSCA 08/29/2014 05/31/2019 Cisco Systems,Inc. Hawaii Cisco WSCA 09/08/2014 05/31/2019 Cisco Systems,Inc. Wyoming Ciso WSCA 09/08/2014 05/31/2019 Cisco Systems,Inc. New Jersey Cisco WSCA 09/24/2014 05/31/2019 Cisco Systems,Inc. Louisiana Cisco WSCA 10/08/2014 06/01/2019 Cisco Systems,Inc. Flordia Cisco WSCA 10/09/2014 05/31/2019 Cisco Systems,Inc. Iowa Cisco WSCA 10/29/2014 05/31/2019 Cisco Systems,Inc. Utah Cisco WSCA 04/02/2015 05/31/2019 Cisco Systems,Inc. Montana Cisco NASPO ValuePoint Data Commui 07/24/2015 05/31/2019 Page 1074 of 1598 Cisco Systems,Inc.7-14-07-04 California Cisco WSCA 10/10/2014 05/31/2019 Citrus County School Board-Otterbox Cases Citrus County School Board 04/14/2015 04/14/2016 City of Atlanta City of Atlanta Hardware and Software 10/01/2013 10/01/2016 City of Austin Electronic Visual Display Systems 05/12/2015 05/11/2018 City of Austin Cisco Hardware and Support 08/05/2015 08/04/2018 City of Cambridge Misc Computer Hardware&Software for the Po 12/10/2014 12/09/2015 City of Chattanooga City of Chattanooga Brocade 10/01/2013 09/30/2016 City of Chesapeake Technology Solutions and Related Services 12/01/2014 11/18/2018 City of Denver City of Denver(pads 06/20/2013 06/20/2016 City of Richmond Department of Procurement Services Richmond IT Products 05/14/2014 05/13/2016 City of Spokane City of Spokane Product Sales and Service Projec 09/23/2015 09/22/2017 City of Tucson,Arizona National IPA Technology Solutions 08/18/2013 08/16/2016 Clarkstown Central School District Samsung Chromebooks 09/08/2015 09/07/2016 Cobb County School District iPad Cases 05/01/2013 04/30/2016 Cobb County School District Audiovisual Equipment 06/01/2015 05/31/2016 Commonwealth of Massachusetts Operational Services Division Massachusetts Converged Voice&Data Commu 09/18/2013 08/31/2018 Commonwealth of Pennsylvania PA Commonwealth-Enterprise IT Peripherals 10/01/2013 09/30/2016 Commonwealth of Pennsylvania PA Commonwealth-PC and Monitors 02/15/2014 02/14/2016 Community Unified School District 300 Master Services Agreement 10/13/2014 10/12/2016 Community Unified School District 300 Computer&Tablets Purchase 04/13/2015 04/12/2016 Concorde Colleges Concorde Colleges Master Product Sales Agreerr 03/22/2013 03/22/2016 Conejo Valley Unified School District Technology Solutions 08/06/2015 06/30/2016 Connecticut General Assembly,Joint Committe on Legislative Management IBM Express x3650 M4 Servers 04/24/2014 04/23/2019 Cook County Government Cook County Hardware Software Contract 05/15/2013 05/14/2016 County of Los Angeles Internal Services Department County of Los Angeles Wireless Accessories 11/01/2013 10/31/2016 County of Los Angeles Internal Services Department County of Los Angeles Media 04/01/2014 03/31/2017 County of Los Angeles Internal Services Department County of Los Angeles Orchid Peripherals 06/06/2014 06/05/2016 County of Los Angeles Internal Services Department County of Los Angeles Orchid Ergotron Periphen 09/10/2014 09/09/2016 Department of Information Technology and Telecommunications(DoITT) NYC DOITT Panasonic 04/10/2013 12/29/2015 Desert Sands Unified School District Chromebook Carts 11/06/2013 11/05/2016 Desert Sands Unified School District Chromebooks 09/02/2014 09/02/2016 Desert Sands Unified School District Tablets 03/18/2015 03/12/2016 Desert Sands USD Display Solutions Desert Sands USD Display Solutions 05/21/2015 05/16/2016 DeVry,Inc. Master Product Purchase Agreement 04/01/2013 04/01/2016 Digital Edge Digital Edge Wireless Mobile Devices 05/28/2014 12/31/2015 Digital Edge DigitalEdge Wireless Mobile Devices-Spectrum, 05/28/2014 01/01/2016 D-Link Systems,Inc. TX DIR D-Link Networking 06/01/2015 09/25/2016 Dutchess County BOCES Dutchess County BOCES Cooperative Lock and C 09/10/2015 09/10/2016 Eastern Suffolk BOCES Microcomputers,Perioherals&Software 01/15/2015 02/29/2016 EC America Ohio STS EC America Ohio State Term Schedule 08/31/2015 06/26/2017 EC America,Inc. PA Cisco immixGroup 11/27/2013 08/17/2018 Ector County Independent School District Electronic Surveillance System Upgrade 12/23/2014 12/22/2016 Education Service Center Region VII Computer Hardware&Supplies 08/20/2015 08/20/2016 EI Paso Independent School District District Printers 07/01/2014 06/30/2016 Elk Area Schools ISD 78 Projector Bulb Contract 03/01/2014 06/30/2016 EMC Corporation EMC NVP Computer Equipment 08/24/2015 04/01/2017 EMC Corporation Alaska EMC NVP Computer Equipment 08/25/2015 03/31/2017 EMC Corporation Arizona EMC NVP Computer Equipment 08/26/2015 03/31/2017 EMC Corporation South Dakota EMC NVP Computer Equipment 08/26/2015 03/31/2017 EMC Corporation Alaska EMC NVP Data Communications 10/23/2015 05/31/2019 EMC Corporation California EMC NVP Data Communications 10/27/2015 05/31/2019 EMC Corporation Florida EMC NVP Data Communications 10/27/2015 05/31/2019 EMC Corporation Hawaii EMC NVP Data Communications 10/27/2015 03/31/2019 EMC Corporation Missouri EMC NVP Data Communications 10/27/2015 05/31/2019 EMC Corporation Montana EMC NVP Data Communications 10/27/2015 05/31/2019 EMC Corporation Utah EMC NVP Data Communications 10/27/2015 05/31/2019 EMC Corporation Kansas EMC NVP Computer Equipment 12/01/2015 03/31/2017 EMC Corporation New Jersey EMC NVP Computer Equipment 12/03/2015 03/31/2017 Epson America,Inc. TX DIR Epson Projectors 03/29/2013 12/07/2015 Extreme Networks,Inc. Extreme WSCA 06/17/2014 05/31/2019 Extreme Networks,Inc. Nevada Extreme WSCA 06/17/2014 05/31/2019 Extreme Networks,Inc. New Jersey Extreme WSCA 09/09/2014 05/31/2019 Extreme Networks,Inc. Florida Extreme NASPO Data Communications 05/11/2015 05/31/2019 Florida Department of Management Services Commercial Off-The-Shelf(COTS)Software 09/30/2014 09/09/2018 Florida Keys Community College NJ PA Stretch Agreement 08/05/2015 11/18/2018 Florida State University NJ PA Stretch Agreement 05/11/2015 11/18/2018 Florida Virtual Schools Computer Peripherals,Supplies and Accessories 06/18/2013 06/25/2016 Furman University Furman Univeristy 11/23/2015 08/16/2016 Garden Grove Unified School District Audio Visual/Technology Bid 11/05/2014 11/17/2016 Georgia State University National IPA Piggyback 11/16/2015 08/15/2016 Page 1075 of 1598 Grand Prairie Independent School District Technology Equipment,Supplies,Services,Etc. 09/06/2014 08/31/2016 Grantham University Grantham University Master Product Sales Agrei 05/22/2014 05/21/2017 Harris County Department of Education Harris County Department of Education 04/01/2014 01/22/2016 HealthEast Care System Business Associate Agreement 05/01/2013 08/18/2018 HealthEast Care System Master Services Agreement 09/25/2013 05/10/2016 Hewlett Packard Company HP Los Angeles Community College Data Storag< 11/10/2014 02/08/2017 Hewlett Packard Company Los Angeles Community College District Server N 11/10/2014 02/08/2017 Hewlett Packard Company Alaska HP NVP Computer Equipment 08/12/2015 03/31/2017 Hewlett Packard Company HP NVP Computer Equipment 08/12/2015 03/31/2017 Hewlett Packard Company Arizona HP NVP Computer Equipment 08/13/2015 03/31/2017 Hewlett Packard Company Delaware HP NVP Computer Equipment 08/14/2015 03/31/2017 Hewlett Packard Company Kansas HP NVP Computer Equipment 08/14/2015 03/31/2017 Hewlett Packard Company Nevada HP NVP Computer Equipment 09/03/2015 03/31/2017 Hewlett Packard Company Florida HP NVP Computer Equipment 09/04/2015 03/31/2017 Hewlett Packard Company North Dakota HP NVP Computer Equipment 09/09/2015 03/31/2017 Hewlett Packard Company Utah HP NVP Computer Equipment 09/09/2015 03/31/2017 Hewlett Packard Company Wyoming HP NVP Computer Equipment 09/09/2015 03/31/2017 Hewlett Packard Company Arkansas HP NVP Computer Equipment 10/01/2015 03/31/2017 Hewlett Packard Company Washington HP NVP Computer Equipment 10/01/2015 03/31/2017 Hewlett Packard Company Wisconsin HP NVP Computer Equipment 10/01/2015 03/31/2017 Hewlett Packard Company California HP NVP Computer Equipment 10/08/2015 03/31/2017 Hewlett Packard Company Colorado HP NVP Computer Equipment 10/08/2015 03/31/2017 Hewlett Packard Company South Carolina HP NVP Computer Equipment 10/08/2015 03/31/2017 Hewlett Packard Company Oregon State University 11/25/2015 09/30/2016 Hewlett Packard Company Louisiana HP Inc NVP Computer Equipment 12/11/2015 03/31/2017 Hewlett-Packard Company Ohio STS HP2 03/11/2013 07/02/2018 Hewlett-Packard Company State of Georgia HP Server and Storage 06/12/2014 08/31/2016 Hewlett-Packard Company North Carolina HP Microcomputers 06/18/2014 01/31/2016 Hewlett-Packard Company TX DIR HP 07/03/2014 07/03/2016 Hewlett-Packard Company State of Georgia HP PC Hardware 08/04/2014 08/31/2016 Hewlett-Packard Company HP WSCA Data Communications 09/16/2014 05/31/2019 Hewlett-Packard Company California HP WSCA Data Communications 09/16/2014 05/31/2019 Hewlett-Packard Company Alaska HP WSCA Data Communications 09/18/2014 05/31/2019 Hewlett-Packard Company Hawaii HP WSCA Data Communications 09/18/2014 05/31/2019 Hewlett-Packard Company Nevada HP WSCA Data Communications 09/19/2014 05/31/2019 Hewlett-Packard Company Utah HP WSCA Data Communications 09/19/2014 05/31/2019 Hewlett-Packard Company Washington HP WSCA Data Communications 09/19/2014 05/31/2019 Hewlett-Packard Company NY OGS HP Printing and Imaging 10/03/2014 08/31/2017 Hewlett-Packard Company Kentucky HP WSCA Data Communications 10/13/2014 05/31/2019 Hewlett-Packard Company Ohio STS HP 10/15/2014 07/02/2018 Hewlett-Packard Company Louisiana HP WSCA Data Communications 10/17/2014 05/31/2019 Hewlett-Packard Company Wyoming HP NASPO Data Communications 05/07/2015 05/31/2019 Howard County Public Schools Career and Technology Education Supplies and E 01/15/2015 01/14/2016 Howard University-MedAssets Stretch Agreement MedAssets Stretch Agreement between CDW Gc 07/01/2013 07/22/2016 Humanscale Corporation Humanscale IT Support Equipment 02/23/2015 09/15/2016 Illinois Department of Central Mangement Services Illinois Sniffer 07/11/2013 07/12/2017 Illinois Learning Technology Purchasing Program Illinois Learning Technology Purchasing Program 10/20/2015 10/21/2018 Illinois Public Higher Education Cooperative IPHEC Networking and Equipment Services 12/06/2013 06/30/2017 Irvine Unified School District Master Services And Product Sales Agreement 07/22/2013 07/21/2016 Jefferson County Public School District Mobile Device Management System 05/12/2014 05/31/2016 Juniper Networks(US),Inc. Louisiana Juniper NASPO Data Communications 04/30/2015 05/31/2019 Juniper Networks(US),Inc. Juniper VALP Data Communications 04/30/2015 05/31/2019 Juniper Networks,Inc. TX DIR Juniper 08/22/2014 08/21/2016 Kansas Department of Administration Kansas Sophos Contract 07/01/2013 06/30/2016 Kentucky Department of Education Instructional Devices 07/01/2015 06/30/2016 Kodak Alaris Inc. NY OGS Kodak PT66606 01/23/2015 08/31/2017 Kodak Alaris Inc. NY OGS Kodak Printers PT66606 01/23/2015 08/31/2017 Laramie County School District No.1 Windows Mobile 8 Devices Tablets 07/01/2013 06/30/2016 Laredo Independent School District Computer Supplies&Peripherals 04/17/2014 04/16/2016 Laureate Education,Inc. Confidentiality and Non-Disclosure Agreement 04/15/2014 04/15/2018 Laureate Education,Inc. Laureate Education Master Services Sales Agreei 11/11/2014 11/10/2016 Legacy Health Master Service Agreement 01/18/2013 01/23/2016 Lenovo(United States)Inc. Arizona Lenovo NVP Computer Equipment 08/25/2015 03/31/2017 Lenovo(United States)Inc. Lenovo NVP Computer Equipment 08/25/2015 03/31/2017 Lenovo(United States)Inc. Alaska Lenovo NVP Computer Equipment 09/16/2015 03/31/2017 Lenovo(United States)Inc. Arkansas Lenovo NVP Computer Equipment 10/07/2015 03/31/2017 Lenovo(United States)Inc. Florida Lenovo NVP Computer Equipment 10/07/2015 03/31/2017 Lenovo(United States)Inc. Nevada Lenovo NVP Computer Equipment 10/07/2015 03/31/2017 Lenovo(United States)Inc. Kansas Lenovo NVP Computer Equipment 10/16/2015 03/31/2017 Lenovo(United States)Inc. Washington Lenovo NVP Computer Equipment 10/21/2015 03/31/2017 Page 1076 of 1598 Lenovo(United States)Inc. Louisiana Lenovo NVP Computer Equipment 11/17/2015 03/31/2017 Lenovo(United States)Inc. Hawaii Lenovo NVP Computer Equipment 11/19/2015 03/31/2017 Lenovo(United States)Inc. Maine Lenovo NVP Computer Equipment 11/19/2015 03/31/2017 Lenovo(United States)Inc. New Jersey Lenovo NVP Computer Equipment 11/19/2015 03/31/2017 Lexmark International,Inc. Lexmark Printers 02/27/2013 02/26/2016 Lexmark International,Inc. NY OGS Lexmark 04/01/2013 02/26/2016 Lexmark International,Inc. NY OGS Lexmark Printing and Imaging 11/20/2014 08/31/2017 Lifespan Corporation Business Associate Agreement 09/23/2013 08/18/2018 Lincoln Public Schools Vendor Discount Request 01/01/2015 12/31/2015 Los Angeles Unified School District Keyboards for Tablet Devices 12/23/2014 12/22/2017 Lubbuck Independent School District Catalog Bid 11/25/2014 12/31/2016 Magnolia Independent School District Technology Equipment&Peripherals 02/19/2015 02/19/2016 Massachusetts Higher Education Consortium MHEC Consortium Contract-Multi-media equpn 12/01/2014 09/30/2017 McKinney Independent School District Technology Products&Services 03/26/2014 03/25/2016 Meridian Health System,Inc. 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Arkansas NetApp NVP Computer Equipment 10/15/2015 03/31/2017 New Mexico Cooperative Educational Services Windows Desktop,Accessories and Software for 05/19/2014 05/18/2016 New York City Department of Education AV and Interactive Whiteboard Agreement 01/31/2014 01/31/2019 Noble County Clerk Noble County Office Supplies 07/01/2015 12/31/2015 Northwestern University Northwestern University Lenovo Desktop Compt 09/01/2014 08/31/2019 Northwestern University Northwestern Computer Peripherals and Supplie 10/31/2014 10/31/2019 Ohio Council of Educational Purchasing Consortia Technology Catalog 03/01/2014 02/28/2016 Ohio Inter University Council Purchasing Group Ohio Inter University Purchasing Group Price Ag 10/01/2014 09/30/2017 Ohio State University Medical Center Ohio State Unvi Med Ctr Material Systems and P 10/18/2013 08/31/2018 Oki Data America's Inc. TX DIR Okidata 06/05/2015 06/05/2016 Oki Data Americas,Inc. NY OGS Oki Data 02/27/2013 02/26/2016 Oki Data Americas,Inc. 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North Carolina 204D Samsung 04/01/2013 03/31/2016 Samsung Electronics America,Inc. NY OGS Samsung Printing 01/12/2015 08/31/2017 School Board of Hernando County Interactive Solutions 05/07/2014 05/06/2016 School Board of Sarasota County Audio Visual and Video Equipment 01/20/2015 01/19/2017 ShoreTel Inc. Hawaii ShoreTel NVP Data Communications 02/17/2015 05/31/2019 ShoreTel Inc. Nevada ShoreTel NVP Data Communications 02/17/2015 05/31/2019 ShoreTel Inc. ShoreTel WSCA 02/17/2015 05/31/2019 ShoreTel Inc. Utah ShoreTel NVP Data Communications 02/17/2015 05/31/2019 ShoreTel Inc. ShoreTel NVP Data Communications 02/17/2015 05/31/2019 ShoreTel Inc. California ShoreTel NVP Data Communications 08/19/2015 05/31/2019 ShoreTel Inc. Arkansas ShoreTel NVP Data Communications 08/28/2015 06/01/2019 ShoreTel Inc. Florida ShoreTel NVP Data Communications 08/28/2015 05/31/2019 ShoreTel Inc. Missouri ShoreTel NVP Data Communications 08/28/2015 05/31/2019 ShoreTel Inc. Washington ShoreTel NVP Data Communication 09/18/2015 05/31/2019 Snohomish County Public Utility District Snohomish County PUD Fireye 10/21/2014 10/21/2019 Socorro Independent School District District Interactive Projectors 11/20/2014 11/19/2016 South Carolina Information Technology Management Office South Carolina Symantec 02/20/2013 02/19/2018 South Carolina Information Technology Management Office South Carolina Aerohive 05/29/2015 05/28/2018 Southeast Kansas Educational Services Cooperative Southeast Kansas Educational Services Cooperat 03/01/2014 02/29/2016 Spectrum Industries,Inc. 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O O O O O O O O V V V V N N N N N O O O O Q Q Q Q Q O O O O O O O O O V V V V V 07 07 07 07 O O O O O C C C C 'O "O "O "O "O O O O O O O O O O O L m m m O m w w w W N N N N N N W "6 "6 "6 "6 V V V O 0 W VO m m m N « « « « O O O V V V V N N N 00 00 00 00C C C C C O C C C V u d d O O O O w w 0.O O O O O O O N O O O Ok m a s Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549 FORM 10-K (Mark One) ❑x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31,2013 or ❑ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35985 CDW CORPORATION (Exact name of registrant as specified in its charter) Delaware 26-0273989 (State or other jurisdiction of (I.R.S.Employer incorporation or organization) Identification No.) 200 N.Milwaukee Avenue Vernon Hills,Illinois 60061 (Address of principal executive offices) (Zip Code) (847)465-6000 (Registrant's telephone number,including area code) None (Former name,former address and former fiscal year,if changed since last report) Securities registered pursuant to Section 12(b)of the Act: Title of each class: Name of each exchange on which registered Common stock,par value$0.01 per share NASDAQ Global Select Market Securities registered pursuant to Section 12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act. X Yes ❑ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act. ❑ Yes X No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days. X Yes ❑ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,if any,every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit and post such files). X Yes ❑ No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(§229.405)is not contained herein,and will not be contained,to the best of registrant's knowledge,in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10- K. X Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or a smaller reporting company.See the definitions of"large accelerated filer,""accelerated filer,"and"smaller reporting company"in Rule 12b-2 of the Exchange Act(Check one): Large accelerated filer ❑ Accelerated filer ❑ Non-accelerated filer ❑x (Do not check if a smaller reporting company) Smaller reporting company ❑ Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act). ❑ Yes X No Page 1090 of 1598 Table of Contents The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 28,2013,the last business day of the registrant's most recently completed second fiscal quarter,was$654,984,661,based on the per share closing sale price of$18.62 on that date(assuming the closing of the registrant's initial public offering). As of February 28,2014,there were 171,954,277 shares of common stock,$0.01 par value,outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive proxy statement for use in connection with its 2014 Annual Meeting of Shareholders,to be filed not later than 120 days after December 31,2013,are incorporated by reference into Part III of this report. Page 1091 of 1598 CDW CORPORATION AND SUBSIDIARIES ANNUAL REPORT ON FORM 10-K Year Ended December 31,2013 TABLE OF CONTENTS Item Page PART Item 1. Business 4 Item IA. Risk Factors 9 Item 1B. Unresolved Staff Comments 20 Item 2. Properties 20 Item 3. Legal Proceedings 21 Item 4. Mine Safety Disclosures 21 PART II Item 5. Market for Registrant's Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities 24 Item 6. Selected Financial Data 26 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 31 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 60 Item 8. Financial Statements and Supplementary Data 61 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 109 Item 9A. Controls and Procedures 109 Item 9B. Other Information 111 PART III Item 10. Directors,Executive Officers and Corporate Governance 112 Item ll. Executive Compensation 112 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 112 Item 13. Certain Relationships and Related Transactions and Director Independence 112 Item 14. Principal Accountant Fees and Services 112 PART IV Item 15. Exhibits and Financial Statement Schedules 113 SIGNATURES 114 2 Page 1092 of 1598 Table of Contents FORWARD-LOOKING STATEMENTS This report contains forward-looking statements within the meaning of the federal securities laws.All statements other than statements of historical fact included in this report are forward-looking statements.These statements relate to analyses and other information,which are based on forecasts of future results and estimates of amounts not yet detenninable.These statements also relate to our future prospects,developments and business strategies.We claim the protection of The Private Securities Litigation Reform Act of 1995 for all forward-looking statements in this report. These forward-looking statements are identified by the use of teens and phrases such as"anticipate,""believe," "could,""estimate,""expect,""intend,""may,""plan,""predict,""project,""will'and similar teens and phrases,including references to assumptions.However,these words are not the exclusive means of identifying such statements.Although we believe that our plans,intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that we will achieve those plans,intentions or expectations.All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected. Important factors that could cause actual results to differ materially from our expectations,or cautionary statements, are disclosed under the section entitled"Risk Factors"included elsewhere in this report.All written and oral forward-looking statements attributable to us,or persons acting on our behalf,are expressly qualified in their entirety by the cautionary statements contained in the section entitled"Risk Factors"included elsewhere in this report as well as other cautionary statements that are made from time to time in our other Securities and Exchange Corn mission("SEC')filings and public communications.You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties. We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition,we cannot assure you that we will realize the results or developments we expect or anticipate or,even if substantially realized,that they will result in the consequences or affect us or our operations in the way we expect.The forward-looking statements included in this report are made only as of the date hereof.We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information,future events or otherwise,except as otherwise required by law. 3 Page 1093 of 1598 Table of Contents PART Item 1.Business Our Company CDW is a Fortune 500 company and a leading provider of integrated information technology ("IT")solutions in the U.S.and Canada.We help our customer base of approximately 250,000 small,medium and large business,govermnent, education and healthcare customers by delivering critical solutions to their increasingly complex IT needs. Our broad array of offerings ranges from discrete hardware and software products to integrated IT solutions such as mobility,security,data center optimization,cloud computing,virtualization and collaboration.We are technology "agnostic,"with a product portfolio that includes more than 100,000 products from more than 1,000 brands.We provide our products and solutions through sales force and service delivery teams consisting of more than 4,400 coworkers,including nearly 1,800 field sellers,highly-skilled technology specialists and advanced service delivery engineers. We are a leading U.S. sales channel partner for many original equipment manufacturers("OEMs")and software publishers(collectively,our"vendor partners"),whose products we sell or include in the solutions we offer.We believe we are an important extension of our vendor partners'sales and marketing capabilities,providing them with a cost-effective way to reach customers and deliver a consistent brand experience through our established end-market coverage and extensive customer access. We provide value to our customers by simplifying the complexities of technology across design,selection, procurement,integration and management. Our goal is to have our customers,regardless of their size,view us as an indispensable extension of their IT staffs.We seek to achieve this goal by providing our customers with superior service through our large and experienced sales force and service delivery teams.Our multi-brand offering approach enables us to identify the products or combination of products that best address each customer's specific organizational IT requirements and to evolve our offerings as new technologies develop. We believe we offer the following value proposition to our customers and our vendor partners: Our value proposition to our customers Our value proposition to our vendor partners • Broad selection of products and multi-branded IT • Access to approximately 250,000 customers throughout solutions the U.S. and Canada • Value-added services with integration capabilities • Large and established customer channels • Highly-skilled specialists and engineers • Strong distribution and implementation capabilities • Solutions across a very broad IT landscape • Value-added solutions and marketing programs that generate end-user demand Our customers include private sector businesses that typically employ fewer than 5,000 employees,govermnent agencies and educational and healthcare institutions.We serve our customers through channel-specific sales teams and service delivery teams with extensive technical skills and knowledge of the specific markets they serve.This market segmentation allows us to customize our offerings and to provide enhanced expertise in designing and implementing IT solutions for our customers.We currently have five dedicated customer channels:medium/large business,small business,goverunent,education and healthcare,each of which generated over$1 billion in net sales in 2013.The scale and diversity of our customer channels provide us with multiple avenues for growth and a balanced customer base to weather economic and technology cycles. 4 Page 1094 of 1598 Table of Contents The following table provides information regarding our reportable segments and our customer channels: Corporate Segment Public Segment Medium/ Customer Large Small Channels Business Business Government Education Healthcare Other Target 100-5,000 10- 100 Various federal, Higher Hospitals, Advanced Customers employees employees state and local education ambulatory service services agencies and K-12 providers and long- customers plus term care facilities Canada 2013 Net $4.9 $1.1 $1.3 $1.4 $1.5 $0.6 Sales (in billions) For further information on our segments,including financial results,see Note 16 to the accompanying audited consolidated financial statements included elsewhere in this report. We offer more than 1,000 brands,from well-established companies such as APC,Apple,Cisco,EMC,Hewlett- Packard,IBM,Lenovo,Microsoft,NetApp, Symantec and VMware to emerging vendor partners such as Drobo,Fusion-io, Meraki,Nimble Storage, Salesforce.com, Sophos and Splunk.In 2013,we generated over$1 billion of revenue for each of four of our vendor partners and over$100 million of revenue for each of ll other vendor partners.We have received the highest level of certification from major vendor partners such as Cisco,EMC and Microsoft,which reflects the extensive product and solution knowledge and capabilities that we bring to our customers'IT challenges.These certifications also provide us with access to favorable pricing,tools and resources,including vendor incentive programs,which we use to provide additional value to our customers. Our vendor partners also regularly recognize us with top awards and select us to develop and grow new customer solutions. History CDW was founded in 1984.In 2003,we purchased selected U.S.assets and the Canadian operations of Micro Warehouse,which extended our growth platform into Canada.In 2006,we acquired Berbee Information Networks Corporation, a regional provider of technology products,solutions and customized engineering services in advanced technologies primarily across Cisco,IBM and Microsoft portfolios.This acquisition increased our capabilities in customized engineering services and managed services. On October 12,2007,CDW Corporation,an Illinois corporation,was acquired through a merger transaction by an entity controlled by investment funds affiliated with Madison Dearborn Partners,LLC and Providence Equity Partners L.L.C. (the"Acquisition").CDW Corporation continued as the surviving corporation and same legal entity after the Acquisition,but became a wholly owned subsidiary of VH Holdings,Inc.,a Delaware corporation. On December 31,2009,CDW Corporation merged into CDWC LLC,an Illinois limited liability company owned by VH Holdings,Inc.,with CDWC LLC as the surviving entity.This change had no impact on our operations or management. On December 31,2009,CDWC LLC was renamed CDW LLC("CDW LLC"). On August 17,2010,VH Holdings,Inc.was renamed CDW Corporation("Parent"),a Delaware corporation. Throughout this report,the terms"the Company"and"CDW"refer to Parent and its 100%owned subsidiaries subsequent to the Acquisition. Parent was previously owned directly by CDW Holdings LLC("CDW Holdings"),a company controlled by investment funds affiliated with Madison Dearborn Partners,LLC and Providence Equity Partners L.L.C. (the "Sponsors"), certain other co-investors and certain members of CDW management. See "Sponsors"below. On July 2,2013,Parent completed an initial public offering("IPO")of its common stock.In connection with the IPO,CDW Holdings distributed all of its shares of Parent's common stock to its members in June 2013 in accordance with the members'respective membership interests and was subsequently dissolved in August 2013. See Note 9 to the accompanying audited consolidated financial statements included elsewhere in this report for additional discussion of the IPO. The Sponsors beneficially owned approximately 63.7%of our corn mon stock as of December 31,2013. 5 Page 1095 of 1598 Table of Contents Our Market We operate in the U.S. and Canadian IT market,which is a large and growing market.According to IDC,the overall U.S.IT market generated approximately$660 billion in sales in 2013.We believe our addressable market in the U.S.in the indirect sales channel represents more than$200 billion in annual sales and for the year ended December 31,2013,our U.S.net sales of$10.3 billion represented approximately 5%of that highly diverse and fragmented market.According to IDC,the overall Canadian IT market generated more than$50 billion in sales in 2013.We believe our addressable market in Canada in the indirect sales channel represents more than$10 billion in annual sales and for the year ended December 31,2013,our net sales of$475 million in Canada represented approximately 4%of that market.We believe we have the largest market share in our addressable market,with our 2013 net sales exceeding the cumulative North American net sales of our four largest publicly traded sales channel competitors,based upon publicly available information for those companies.New technologies,including cloud,virtualization and mobility,coupled with the resulting increase in demand for data as well as aging infrastructure,are increasingly requiring businesses and institutions to seek integrated solutions to their IT needs.We expect this trend to continue for the foreseeable future,with end-user demand for business efficiency and productivity driving future IT spending growth. Our Offerings Our offerings range from discrete hardware and software products and services to complex integrated solutions that include one or more of these elements.We believe our customers increasingly view technology purchases as integrated solutions rather than discrete product and service categories and we estimate that approximately 51%of our net sales in 2013 came from sales of product categories and services typically associated with solutions. Our hardware products include notebooksfhnobile devices(including tablets),network coimnunications,enterprise and data storage,video monitors,printers, desktop computers and servers.Our software products include application suites,security,virtualization,operating systems, network management and Software as a Service("SaaS")offerings.We also provide a full suite of value-added-services,which range from basic installation,warranty and repair services to custom configuration,data center and network implementation services,as well as managed services that include Infrastructure as a Service("IaaS")offerings. We also offer a variety of integrated solutions,such as: • Mobility:We assist our customers with the selection,procurement and integration of mobile security software,hardware devices such as smartphones,tablets and notebooks,and cellular wireless activation systems.We also provide mobile device management applications with policy and security management capabilities across a variety of mobile operating systems and platforms. • Security:We assess our customers'security needs and provide them with threat prevention tools in order to protect their networks,servers and applications,such as anti-virus,anti-spain,content filtering,intrusion prevention, firewall and virtual private network services,and network access control.We also design and implement data loss prevention solutions,using data monitoring and encryption across a wide array of devices to ensure the security of customer information,personal employee information and research and development data. • Data Center Optimization:We help our customers evaluate their data centers for convergence and optimization opportunities. Our data center optimization solutions consist of server virtualization,physical server consolidation,data storage management and energy-efficient power and cooling systems. • Cloud Computing: Cloud computing is a combination of software and computing delivered on demand as a service.We provide SaaS and IaaS solutions that reside in the public cloud,meaning any person or organization interested in porting applications and resources to an external"public"cloud system can do so.Likewise,we provide similar private cloud-based solutions to our customers that prefer to avoid running their infrastructure on a shared public platform but want to obtain the flexibility,scalability and access offered by cloud computing and collaboration. • Virtualization:We design and implement server,storage and desktop virtualization solutions.Virtualization enables our customers to efficiently utilize hardware resources by running multiple,independent,virtual operating systems on a single computer and multiple virtual servers simultaneously on a single server.Virtualization also can separate a desktop environment and associated application software from the hardware device that is used to access it, and provides employees with remote desktop access. Our specialists assist customers with the steps of implementing virtualization solutions,including evaluating network environments,deploying shared storage options and licensing platform software. • Collaboration:We provide our customers with coimnunication tools that allow employees to share knowledge,ideas and information among each other and with clients and partners effectively and quickly. Our collaboration solutions unite communications and applications via the integration of products that facilitate the use of 6 Page 1096 of 1598 Table of Contents multiple enterprise communication methods including email,instant messaging,presence,social media,voice,video, hardware,software and services.We also host cloud-based collaboration solutions. While we believe customers increasingly view technology purchases as solutions rather than discrete product and service categories,the following table shows our net sales by major category,based upon our internal category classifications. Year Ended December 31,2013 Year Ended December 31,2012(1) Year Ended December 31,2011(') Percentage Percentage Percentage Dollars in of Total Dollars in of Total Dollars in of Total Millions Net Sales Millions Net Sales Millions Net Sales Notebooks/Mobile Devices $ 1,706.0 15.8% $ 1,470.1 14.5% $ 1,336.9 13.9% NetColmm Products 1,489.1 13.8 1,351.1 13.3 1,237.7 12.9 Enterprise and Data Storage (Including Drives) 998.1 9.3 979.4 9.7 929.9 9.7 Other Hardware 4,173.3 38.8 4,068.8 40.2 3,988.3 41.5 Software 1,994.7 18.5 1,849.4 18.3 1,767.2 18.4 Services 327.1 3.0 284.6 2.8 254.3 2.6 Other(2) 80.3 0.8 124.8 1.2 88.1 1.0 Total net sales $ 10,768.6 100.0% $ 10,128.2 100.0% $ 9,602.4 100.0% (1) Amounts have been reclassified for changes in individual product classifications to conform to the presentation for the year ended December 31,2013. (2) Includes items such as delivery charges to customers and certain colmmission revenue. Our Customers We provide integrated IT solutions to approximately 250,000 small,meditum and large business,government, education and healthcare customers throughout the U.S. and Canada. Sales to the U.S.federal govermnent,which are diversified across multiple agencies and departments,collectively accounted for approximately 7%, 10%and 10%of total net sales in 2013,2012 and 2011,respectively.However,there are several independent purchasing decision-makers across these agencies and departments.Excluding these sales to the federal government,we are not reliant on any one customer,as our next five largest customers cumulatively comprised approximately 3%of our net sales in 2013. Inventory Management We utilize our IT systems to manage our inventory in a cost-efficient manner,resulting in a rapid-turn inventory model.We generally only stock items that have attained a minimum sales volume. Our distribution process is highly automated. Once a customer order is received and credit approved,orders are automatically routed to one of our distribution centers for picking and shipping as well as configuration and imaging services. We operate two distribution centers: an approximately 450,000 square foot facility in Vernon Hills,Illinois,and an approximately 513,000 square foot facility in North Las Vegas,Nevada.We ship almost 35 million units annually on an aggregate basis from our two distribution centers.We believe that the location of our distribution centers allows us to efficiently ship products throughout the U.S. and provide timely access to our principal distributors.In addition,in the event of weather-related or other disruptions at one of our distribution centers,we are able to shift order processing and fulfillment from one center to the other quickly and efficiently,enabling us to continue to ship products in a timely manner.We believe that competitive sources of supply are available in substantially all of the product categories we offer.We continue to improve the productivity of our distribution centers as measured by key perfonnance indicators such as units shipped per hour worked and bin accuracy. We also have drop-shipment arrangements with many of our OEMs and wholesale distributors,which pen-nit us to offer products to our customers without having to take physical delivery at either of our distribution centers.These arrangements generally represent approximately 40%to 50%of total net sales,including approximately 10%to 15%related to electronic delivery for software licenses. Information Technology Systems We maintain customized IT and unified colmmunication systems that enhance our ability to provide prompt,efficient and expert service to our customers.In addition,these systems enable centralized management of key functions,including 7 Page 1097 of 1598 Table of Contents purchasing,inventory management,billing and collection of accounts receivable,sales and distribution. Our systems provide us with thorough,detailed and real-tune information regarding key aspects of our business.This capability helps us to continuously enhance productivity,ship customer orders quickly and efficiently,respond appropriately to industry changes and provide high levels of customer service.We believe that our websites,which provide electronic order processing and advanced tools,such as order tracking,reporting and asset management,make it easy for customers to transact business with us and ultimately strengthen our customer relationships. Product Procurement We may purchase all or only some of the products that our vendor partners offer for resale to our customers or for inclusion in the solutions we offer.Each vendor partner agreement provides for specific teens and conditions,which may include one or more of the following:product return privileges,price protection policies,purchase discounts and vendor incentive programs,such as purchase or sales rebates and cooperative advertising reimbursements.We also purchase software from major software publishers for resale to our customers or for inclusion in the solutions we offer. Our agreements with software publishers allow the end-user customer to acquire software or licensed products and services. In addition to purchasing products directly from our vendor partners,we purchase products from wholesale distributors for resale to our customers or for inclusion in the solutions we offer.These wholesale distributors provide logistics management and supply-chain services for us,as well as for our vendor partners.For the year ended December 31,2013,we purchased 54%of the products we sold as discrete products or as components of a solution directly from our vendor partners and the remaining 46%from wholesale distributors.Purchases from wholesale distributors Tech Data, SYNNEX and Ingrain Micro represented 11%,9%and 9%,respectively,of our total purchases. Sales of products manufactured by Apple,Cisco, EMC,Hewlett-Packard,Lenovo and Microsoft,whether purchased directly from these vendor partners or from a wholesale distributor,represented in the aggregate 56%of our net sales in 2013. Sales of products manufactured by Hewlett-Packard and Cisco represented 20% and 14%,respectively,of our 2013 net sales. Competition The market for technology products and services is highly competitive. Competition is based on the ability to tailor specific solutions to customer needs,quality and breadth of product and service offerings,knowledge and expertise of sales force,customer service,price,product availability,speed of delivery and credit availability. Our competition includes: • resellers such as Dimension Data,ePlus,Insight Enterprises,PC Connection,PCM,Presidio, Softchoice,World Wide Technology and many smaller resellers; • manufacturers who sell directly to customers,such as Dell,Hewlett-Packard and Apple; • large service providers and system integrators,such as IBM,Accenture,Hewlett-Packard and Dell; • e-tailers such as Amazon,Newegg,and TigerDirect.com; • cloud providers such as AT&T,Amazon Web Services and Box; and • retailers(including their e-cornmerce activities)such as Staples and Office Depot. We expect the competitive landscape in which we compete to continue to change as new technologies are developed. While innovation can help our business as it creates new offerings for us to sell,it can also disrupt our business model and create new and stronger competitors.For a discussion of the risks associated with competition,see"Risk Factors"included elsewhere in this report. 8 Page 1098 of 1598 Table of Contents Marketing We market the CDW brand to both national and local audiences using a variety of channels that include online, broadcast,print,social and other media.This promotion is supported by integrated corn munication efforts that target decision- makers,influencers and the general public using a combination of news releases,case studies,media interviews and speaking opportunities.We also market to current and prospective customers through integrated marketing programs that include behaviorally targeted email,print,online media,events and sponsorships,as well as broadcast media. As a result of our relationships with our vendor partners,a significant portion of our advertising and marketing expenses are reimbursed through cooperative advertising reimbursement programs.These programs are at the discretion of our vendor partners and are typically tied to sales or purchasing vol unes or other corn mitments to be met by us within a specified period of time.We believe that our national scale and analytical techniques that measure the efficacy of our marketing programs differentiate us from our competitors. Coworkers As of December 31,2013,we employed nearly 7,000 coworkers,none of whom is covered by collective bargaining agreements.We consider our coworker relations to be good. Intellectual Property The CDW trademark and certain variations thereon are registered or subject to pending trademark applications in the U.S.,Canada and certain other jurisdictions.We believe our trademarks have significant value and are important factors in our marketing programs.In addition,we own registrations for domain names,including cdw.com and cdwg.com,for certain of our primary trademarks.We also have unregistered copyrights in our website content. Sponsors Madison Dearborn Partners,LLC is a leading private equity investment firm based in Chicago,Illinois that has raised over$18 billion of equity capital. Since its formation in 1992,it has invested in approximately 125 companies across a broad spectrun of industries,including basic industries,business and govermnent services,consumer,financial and transaction services,healthcare and telecom,media and technology services.Madison Dearborn's objective is to invest in companies in partnership with outstanding management teams to achieve significant long-tenn appreciation in equity value. Providence Equity Partners L.L.C. ("Providence")is a leading global private equity firm focused on media, communications,education and information investments.Providence manages funds with$39 billion of corn mitments and has invested in more than 130 companies over its 25-year history.Providence is headquartered in Providence,Rhode Island and has offices in New York,London,Hong Kong,Beijing and New Delhi.Providence's objective is to build extraordinary companies that will shape the future of the media,communications,education and information industries. Item IA.Risk Factors There are many factors that affect our business and the results of operations, some of which are beyond our control. The following is a description of some important factors that may cause the actual results of operations in future periods to differ materially from those currently expected or desired Risks Related to Our Business General economic conditions could negatively affect technology spending by our customers and put downward pressure on prices,which may have an adverse impact on our business,results of operations or cash flows. Weak economic conditions generally,sustained uncertainty about global economic conditions,U.S.federal government spending cuts and the impact of new goverrnnent programs,or a tightening of credit markets could cause our customers and potential customers to postpone or reduce spending on technology products or services or put downward pressure on prices,which could have an adverse effect on our business,results of operations or cash flows. 9 Page 1099 of 1598 Table of Contents Our financial performance could be adversely affected by decreases in spending on technology products and services by our Public segment customers. Our sales to our Public segment customers are impacted by government spending policies,budget priorities and revenue levels.Although our sales to the federal govermnent are diversified across multiple agencies and departments,they collectively accounted for approximately 7%of 2013 net sales.An adverse change in goverrnnent spending policies(including ongoing budget cuts at the federal level),budget priorities or revenue levels could cause our Public segment customers to reduce their purchases or to tenninate or not renew their contracts with us,which could adversely affect our business,results of operations or cash flows.For example,in 2013,as a result of sequestration and related budget uncertainty and the partial shutdown of the federal govermnent for 16 days,we experienced significantly reduced Federal sales in our Public segment. Our business depends on our vendor partner relationships and the availability of their products. We purchase products for resale from vendor partners,which include OEMs and software publishers,and wholesale distributors.For the year ended December 31,2013,we purchased approximately 54%of the products we sold directly from vendor partners and the remaining amount from wholesale distributors.We are authorized by vendor partners to sell all or some of their products via direct marketing activities. Our authorization with each vendor partner is subject to specific teens and conditions regarding such things as sales channel restrictions,product return privileges,price protection policies,purchase discounts and vendor partner programs and funding,including purchase rebates,sales vol une rebates,purchasing incentives and cooperative advertising reimbursements.However,we do not have any long-tenn contracts with our vendor partners and many of these arrangements are tenninable upon notice by either party.A reduction in vendor partner programs or funding or our failure to timely react to changes in vendor partner programs or funding could have an adverse effect on our business, results of operations or cash flows.In addition,a reduction in the amount of credit granted to us by our vendor partners could increase our need for,and the cost of,working capital and could have an adverse effect on our business,results of operations or cash flows,particularly given our substantial indebtedness. From time to time,vendor partners may tenninate or limit our right to sell some or all of their products or change the teens and conditions or reduce or discontinue the incentives that they offer us.For example,there is no assurance that,as our vendor partners continue to sell directly to end users and through resellers,they will not limit or curtail the availability of their products to solutions providers like us.Any such tennination or limitation or the implementation of such changes could have a negative impact on our business,results of operations or cash flows. Although we purchase from a diverse vendor base,in 2013,products we purchased from distributors Tech Data, SYNNEX and Ingrain Micro represented 11%,9%and 9%,respectively,of our total purchases.In addition,sales of Apple, Cisco,EMC,Hewlett-Packard,Lenovo and Microsoft products comprise a substantial portion of our sales,representing approximately 56%of net sales in 2013. Sales of products manufactured by Hewlett-Packard and Cisco represented approximately 20%and 14%,respectively,of our 2013 net sales.The loss of,or change in business relationship with,any of these or any other key vendor partners,the diminished availability of their products,or backlogs for their products leading to manufacturer allocation,could reduce the supply and increase the cost of products we sell and negatively impact our competitive position. Additionally,the relocation of key distributors utilized in our purchasing model could increase our need for,and the cost of,working capital and have an adverse effect on our business,results of operations or cash flows.Further,the sale,spin- off or combination of any of our vendor partners and/or certain of their business units,including any such sale to or combination with a vendor with whom we do not currently have a commercial relationship or whose products we do not sell, could have an adverse impact on our business,results of operations or cash flows. Our sales are dependent on continued innovations in hardware,software and services offerings by our vendor partners and the competitiveness of their offerings,and our ability to partner with new and emerging technology providers. The technology industry is characterized by rapid innovation and the frequent introduction of new and enhanced hardware,software and services offerings,such as cloud-based solutions,including SaaS,IaaS and Platform as a Service ("PaaS").We have been and will continue to be dependent on innovations in hardware,software and services offerings,as well as the acceptance of those innovations by customers.A decrease in the rate of innovation,or the lack of acceptance of innovations by customers,could have an adverse effect on our business,results of operations or cash flows. In addition,if we are unable to keep up with changes in technology and new hardware,software and services offerings,for example by providing the appropriate training to our account managers,sales technology specialists and engineers to enable them to effectively sell and deliver such new offerings to customers,our business,results of operations or cash flows could be adversely affected. 10 Page 1100 of 1598 Table of Contents We also are dependent upon our vendor partners for the development and marketing of hardware,software and services to compete effectively with hardware,software and services of vendors whose products and services we do not currently offer or that we are not authorized to offer in one or more customer channels.In addition,our success is dependent on our ability to develop relationships with and sell hardware,software and services from new emerging vendors and vendors that we have not historically represented in the marketplace.To the extent that a vendor's offering that is highly in demand is not available to us for resale in one or more customer channels,and there is not a competitive offering from another vendor that we are authorized to sell in such customer channels,or we are unable to develop relationships with new technology providers or companies that we have not historically represented,our business,results of operations or cash flows could be adversely impacted. Substantial competition could reduce our market share and significantly harm our financial performance. Our current competition includes: • resellers,such as Dimension Data,ePlus,Insight Enterprises,PC Connection,PCM,Presidio, Softchoice,World Wide Technology and many smaller resellers; • manufacturers who sell directly to customers,such as Dell,Hewlett-Packard and Apple; • large service providers and system integrators,such as IBM,Accenture,Hewlett-Packard and Dell; • e-tailers,such as Amazon,Newegg and TigerDirect.com; • cloud providers,such as AT&T,Amazon Web Services and Box; and • retailers(including their e-cornmerce activities),such as Staples and Office Depot. We expect the competitive landscape in which we compete to continue to change as new technologies are developed. While innovation can help our business as it creates new offerings for us to sell,it can also disrupt our business model and create new and stronger competitors.For instance,technologies that deliver technology solutions as a service,such as cloud- based solutions,could increase the amount of sales directly to customers rather than through solutions providers like us,or could lead to a reduction in our profitability.In addition,some of our hardware and software vendor partners sell,and could intensify their efforts to sell,their products directly to our customers.Moreover,traditional OEMs have increased their services capabilities through mergers and acquisitions with service providers,which could potentially increase competition in the market to provide comprehensive technology solutions to customers.If any of these trends becomes more prevalent,it could adversely affect our business,results of operations or cash flows. We focus on offering a high level of service to gain new customers and retain existing customers.To the extent we face increased competition to gain and retain customers,we may be required to reduce prices,increase advertising expenditures or take other actions which could adversely affect our business,results of operations or cash flows.Additionally,some of our competitors may reduce their prices in an attempt to stimulate sales,which may require us to reduce prices.This would require us to sell a greater number of products to achieve the same level of net sales and gross profit.If such a reduction in prices occurs and we are unable to attract new customers and sell increased quantities of products,our sales growth and profitability could be adversely affected. The success of our business depends on the continuing development,maintenance and operation of our information technology systems. Our success is dependent on the accuracy,proper utilization and continuing development of our information technology systems,including our business systems,such as our sales,customer management,financial and accounting, marketing,purchasing,warehouse management,e-coimnerce and mobile systems,as well as our operational platforms, including voice and data networks and power systems.The quality and our utilization of the information generated by our information technology systems,and our success in implementing new systems and upgrades,affects,among other things,our ability to: • conduct business with our customers,including delivering services and solutions to them; • manage our inventory and accounts receivable; • purchase,sell,ship and invoice our hardware and software products and provide and invoice our services efficiently and on a timely basis; and ii Page 1101 of 1598 Table of Contents • maintain our cost-efficient operating model while scaling our business. The integrity of our information technology systems is vulnerable to disruption due to forces beyond our control. While we have taken steps to protect our information technology systems from a variety of threats,including computer viruses, malware,phishing,social engineering,unauthorized access and other malicious attacks,both internal and external,and hurnan error,there can be no guarantee that those steps will be effective.Furthennore,although we have redundant systems at a separate location to back up our primary systems,there can be no assurance that these redundant systems will operate properly if and when required.Any disruption to or infiltration of our information technology systems could significantly harm our business and results of operations. Breaches of data security could adversely impact our business. Our business involves the storage and transmission of proprietary information and sensitive or confidential data, including personal information of coworkers,customers and others.In addition,we operate data centers for our customers which host their technology infrastructure and may store and transmit both business-critical data and confidential information. In connection with our services business,our coworkers also have access to our customers'confidential data and other information.We have privacy and data security policies in place that are designed to prevent security breaches;however,as newer technologies evolve,we could be exposed to increased risk of breaches in security.Breaches in security could expose us, our customers or other individuals to a risk of public disclosure,loss or misuse of this information,resulting in legal claims or proceedings,liability or regulatory penalties under laws protecting the privacy of personal information,as well as the loss of existing or potential customers and damage to our brand and reputation.In addition,the cost and operational consequences of implementing further data protection measures could be significant. Such breaches,costs and consequences could adversely affect our business,results of operations or cash flows. The failure to comply with our Public segment contracts or applicable laws and regulations could result in,among other things,termination,fines or other liabilities,and changes in procurement regulations could adversely impact our business, results of operations or cash flows. Revenues from our Public segment customers are derived from sales to governinental departments and agencies, educational institutions and healthcare customers,through various contracts and open market sales of products and services. Sales to Public segment customers are highly regulated.Noncompliance with contract provisions,governinent procurement regulations or other applicable laws or regulations(including but not limited to the False Claims Act and the Medicare and Medicaid Anti-Kickback Statute)could result in civil,criminal and administrative liability,including substantial monetary fines or damages,tennination of government contracts or other Public segment customer contracts,and suspension,debannent or ineligibility from doing business with the government and other customers in the Public segment.In addition,generally contracts in the Public segment are tenninable at any time for convenience of the contracting agency or group purchasing organization("GPO")or upon default.Furthennore,our inability to enter into or retain contracts with GPOs may threaten our ability to sell to customers in those GPOs and compete.The effect of any of these possible actions could adversely affect our business,results of operations or cash flows.In addition,the adoption of new or modified procurement regulations and other requirements may increase our compliance costs and reduce our gross margins,which could have a negative effect on our business,results of operations or cash flows. If we fail to provide high-quality services to our customers,or if our third party service providers fail to provide high-quality services to our customers,our reputation,business,results of operations or cash flows could be adversely affected. Our service offerings include field services,managed services,warranties,configuration services,partner services and telecom services.Additionally,we deliver and manage mission critical software,systems and network solutions for our customers.We also offer certain services,such as implementation and installation services and repair services,to our customers through various third-party service providers engaged to perforin these services on our behalf.If we or our third-party service providers fail to provide high quality services to our customers or such services result in a disruption of our customers' businesses,this could,among other things,result in legal claims and proceedings and liability.Moreover,as we expand our services and solutions business,we may be exposed to additional operational,regulatory and other risks.We also could incur liability for failure to comply with the rules and regulations applicable to the new services and solutions we provide to our customers.If any of the foregoing were to occur,our reputation with our customers,our brand and our business,results of operations or cash flows could be adversely affected. If we lose any of our key personnel,or are unable to attract and retain the talent required for our business,our business could be disrupted and our financial performance could suffer. Our success is heavily dependent upon our ability to attract,develop,engage and retain key personnel to manage and grow our business,including our key executive,management,sales,services and technical coworkers. 12 Page 1102 of 1598 Table of Contents Our future success will depend to a significant extent on the efforts of Thomas E.Richards,our Chainnan and Chief Executive Officer,as well as the continued service and support of our other executive officers.Our future success also will depend on our ability to retain our customer-facing coworkers,who have been given critical CDW knowledge regarding,and the opportunity to develop strong relationships with,many of our customers.In addition,as we seek to expand our offerings of value-added services and solutions,our success will even more heavily depend on attracting and retaining highly skilled technology specialists and engineers,for whom the market is extremely competitive. Our inability to attract,develop and retain key personnel could have an adverse effect on our relationships with our vendor partners and customers and adversely affect our ability to expand our offerings of value-added services and solutions. Moreover,our inability to train our sales,services and technical personnel effectively to meet the rapidly changing technology needs of our customers could cause a decrease in the overall quality and efficiency of such personnel. Such consequences could adversely affect our business,results of operations or cash flows. The interruption of the flow of products from suppliers could disrupt our supply chain. A significant portion of the products we sell are manufactured or purchased by our vendor partners outside of the U.S., primarily in Asia.Political,social or economic instability in Asia,or in other regions in which our vendor partners purchase or manufacture the products we sell,could cause disruptions in trade,including exports to the U.S. Other events that could also cause disruptions to our supply chain include: • the imposition of additional trade law provisions or regulations; • the imposition of additional duties,tariffs and other charges on imports and exports; • foreign currency fluctuations; • natural disasters or other adverse occurrences at,or affecting,any of our suppliers'facilities; • restrictions on the transfer of funds; • the financial instability or bankruptcy of manufacturers; and • significant labor disputes,such as strikes. We cannot predict whether the countries in which the products we sell are purchased or manufactured,or may be purchased or manufactured in the future,will be subject to new or additional trade restrictions or sanctions imposed by the U.S. or foreign governments,including the likelihood,type or effect of any such restrictions.Trade restrictions,including new or increased tariffs or quotas,embargoes,sanctions,safeguards and customs restrictions against the products we sell,as well as foreign labor strikes and work stoppages or boycotts,could increase the cost or reduce the supply of product available to us and adversely affect our business,results of operations or cash flows. A natural disaster or other adverse occurrence at one of our primary facilities or customer data centers could damage our business. Substantially all of our corporate,warehouse and distribution functions are located at our Vernon Hills,Illinois facilities and our second distribution center in North Las Vegas,Nevada.If the warehouse and distribution equipment at one of our distribution centers were to be seriously damaged by a natural disaster or other adverse occurrence,we could utilize the other distribution center or third-party distributors to ship products to our customers.However,this may not be sufficient to avoid interruptions in our service and may not enable us to meet all of the needs of our customers and would cause us to incur incremental operating costs.In addition,we operate three customer data centers and numerous sales offices which may contain both business-critical data and confidential information of our customers.A natural disaster or other adverse occurrence at any of the customer data centers or at any of our major sales offices could negatively impact our business,results of operations or cash flows. We are heavily dependent on commercial delivery services. We generally ship hardware products to our customers by FedEx,United Parcel Service and other commercial delivery services and invoice customers for delivery charges.If we are unable to pass on to our customers future increases in the cost of commercial delivery services,our profitability could be adversely affected.Additionally,strikes,inclement weather,natural disasters or other service interruptions by such shippers could adversely affect our ability to deliver products on a timely basis. 13 Page 1103 of 1598 Table of Contents We are exposed to accounts receivable and inventory risks. We extend credit to our customers for a significant portion of our net sales,typically on 30-day payment terms.We are subject to the risk that our customers may not pay for the products they have purchased,or may pay at a slower rate than we have historically experienced,the risk of which is heightened during periods of economic downturn or uncertainty or,in the case of Public segment customers,during periods of budget constraints. We are also exposed to inventory risks as a result of the rapid technological changes that affect the market and pricing for the products we sell.We seek to minimize our inventory exposure through a variety of inventory management procedures and policies,including our rapid-turn inventory model,as well as vendor price protection and product return programs. However,if we were unable to maintain our rapid-turn inventory model,if there were unforeseen product developments that created more rapid obsolescence or if our vendor partners were to change their teens and conditions,our inventory risks could increase.We also from time to time take advantage of cost savings associated with certain opportunistic bulk inventory purchases offered by our vendor partners or we may decide to carry high inventory levels of certain products that have limited or no return privileges due to customer demand or request.These bulk purchases could increase our exposure to inventory obsolescence. We could be exposed to additional risks if we make acquisitions or enter into alliances. We may pursue transactions,including acquisitions or alliances,in an effort to extend or complement our existing business.These types of transactions involve numerous business risks,including finding suitable transaction partners and negotiating teens that are acceptable to us,the diversion of management's attention from other business concerns,extending our product or service offerings into areas in which we have limited experience,entering into new geographic markets,the potential loss of key coworkers or business relationships and successfully integrating acquired businesses,any of which could adversely affect our operations. In addition,our financial results could be adversely affected by financial adjustments required by accounting principles generally accepted in the United States of America("GAAP")in connection with these types of transactions where significant goodwill or intangible assets are recorded.To the extent the value of goodwill or identifiable intangible assets with indefinite lives becomes impaired,we may be required to incur material charges relating to the impainnent of those assets. Our future operating results may fluctuate significantly. We may experience significant variations in our future quarterly results of operations.These fluctuations may cause the market price of our cornmon stock to be volatile and may result from many factors,including the condition of the technology industry in general,shifts in demand and pricing for hardware,software and services and the introduction of new products or upgrades. Our operating results are also highly dependent on our level of gross profit as a percentage of net sales. Our gross profit percentage fluctuates due to ntunerous factors,some of which may be outside of our control,including general macroeconomic conditions;pricing pressures;changes in product costs from our vendor partners;the availability of price protection,purchase discounts and incentive programs from our vendor partners;changes in product,order size and customer mix;the risk of some items in our inventory becoming obsolete;increases in delivery costs that we cannot pass on to customers; and general market and competitive conditions. In addition,our cost structure is based,in part,on anticipated sales and gross margins.Therefore,we may not be able to adjust our cost structure quickly enough to compensate for any unexpected sales or gross margin shortfall,and any such inability could have an adverse effect on our business,results of operations or cash flows. We are exposed to risks from legal proceedings and audits. We are party to various legal proceedings that arise in the ordinary course of our business,which include connnercial, employment,tort and other litigation. We are subject to intellectual property infringement claims against us in the ordinary course of our business,either because of the products and services we sell or the business systems and processes we use to sell such products and services,in the form of cease-and-desist letters,licensing inquiries,lawsuits and other connnunications and demands.In our industry,such intellectual property claims have become more frequent as the complexity of technological products and the intensity of competition in our industry have increased.Increasingly,many of these assertions are brought by non-practicing entities whose principal business model is to secure patent licensing revenue,but we may also be subject to suits from inventors,competitors or other patent holders who may seek licensing revenue,lost profits and/or an injunction preventing us from engaging in certain activities,including selling certain products and services. 14 Page 1104 of 1598 Table of Contents Because of our significant sales to governmental entities,we also are subject to audits by federal,state and local authorities.We also are subject to audits by various vendor partners and large customers,including government agencies, relating to purchases and sales under various contracts.In addition,we are subject to indemnification claims under various contracts. Current and future litigation,infringement claims,governmental proceedings,audits or indemnification claims that we face may result in substantial costs and expenses and significantly divert the attention of our management regardless of the outcome.In addition,current and future litigation,infringement claims,governmental proceedings,audits or indemnification claims could lead to increased costs or interruptions of our nonnal business operations.Litigation,infringement claims, governmental proceedings,audits or indemnification claims involve uncertainties and the eventual outcome of any litigation, infringement claim,govermnental proceeding,audit or indemnification claim could adversely affect our business,results of operations or cash flows. We have significant deferred cancellation of debt income. As a result of a 2009 debt modification,we realized$395.5 million of cancellation of debt income("CODI").We made an election under Code Section 108(i)to defer this CODI from taxable income,pursuant to which we are also required to defer certain original issue discount("OID")deductions as they accrue.As of December 31,2013,we had already deferred approximately$114.5 million of OID deductions. Starting in 2014,we will be required to include the deferred CODI into taxable income ratably over a five-year period ending in 2018.During this same period,we will also be pennitted to benefit from our deferred OID deductions.Because we have more CODI than the aggregate of our deferred and unaccrued OID on the relevant remaining debt instruments,we will have a future cash tax liability associated with our significant deferred CODL We have reflected the associated cash tax liability in our deferred taxes for financial accounting purposes. All of our deferred CODI will be accelerated into current taxable income if,prior to 2018,we engage in a so-called "iinpainnent transaction"and the gross value of our assets irnmediately afterward is less than 110%of the sum of our total liabilities and the tax on the net amount of our deferred CODI and OID(the"110%test")as detennined under the applicable Treasury Regulations.An"impainnent transaction"is any transaction that impairs our ability to pay the tax on our deferred CODI,and includes dividends or distributions with respect to our equity and charitable contributions,in each case in a manner that is not consistent with our historical practice within the meaning of the applicable Treasury Regulations. Prior to 2018,our willingness to pay dividends or make distributions with respect to our equity could be adversely affected if,at the time,we do not meet the 110%test and,as a result,the payment of a dividend or the making of a distribution would accelerate the tax payable with respect to our deferred CODL We believe that,based on our interpretation of applicable Treasury Regulations,the gross value of our assets exceeds 110%of the stun of our total liabilities and the tax on the net amount of our deferred CODI and OID as of the filing date of this Annual Report on Foran 10-K.However,we cannot assure you that this will continue to be true in the future. Risks Related to Our Indebtedness We have a substantial amount of indebtedness,which could have important consequences to our business. We have a substantial amount of indebtedness.As of December 31,2013,we had$3.3 billion of total long-tenn debt outstanding,as defined by GAAP,and$256.6 million of obligations outstanding under our inventory financing agreements,and the ability to borrow an additional$641.1 million under our senior secured asset-based revolving credit facility (the"Revolving Loan"). Our substantial indebtedness could have important consequences,including the following: • making it more difficult for us to satisfy our obligations with respect to our indebtedness; • requiring us to dedicate a substantial portion of our cash flow from operations to debt service payments on our and our subsidiaries'debt,which reduces the funds available for working capital,capital expenditures,acquisitions and other general corporate purposes; • requiring us to comply with restrictive covenants in our senior credit facilities and indentures,which limit the manner in which we conduct our business; • making it more difficult for us to obtain vendor financing from our vendor partners; • limiting our flexibility in planning for,or reacting to,changes in the industry in which we operate; • placing us at a competitive disadvantage compared to any of our less-leveraged competitors; 15 Page 1105 of 1598 Table of Contents • increasing our vulnerability to both general and industry-specific adverse economic conditions; and • limiting our ability to obtain additional debt or equity financing to fund future working capital,capital expenditures, acquisitions or other general corporate requirements and increasing our cost of borrowing. Restrictive covenants under our senior credit facilities and indentures may adversely affect our operations and liquidity. Our senior credit facilities and our indentures contain,and any future indebtedness of ours may contain,various covenants that limit our ability to,among other things: • incur or guarantee additional debt; • pay dividends or make distributions to holders of our capital stock or to make certain other restricted payments or investments; • repurchase or redeem capital stock; • make loans,capital expenditures or investments or acquisitions; • receive dividends or other payments from our subsidiaries; • enter into transactions with affiliates; • create liens; • merge or consolidate with other companies or transfer all or substantially all of our assets; • transfer or sell assets,including capital stock of subsidiaries; and • prepay,repurchase or redeem debt. As a result of these covenants,we are limited in the manner in which we conduct our business and we may be unable to engage in favorable business activities or finance future operations or capital needs.Abreach of any of these covenants or any of the other restrictive covenants would result in a default under our senior credit facilities.Upon the occurrence of an event of default under our senior credit facilities,the lenders: • will not be required to lend any additional amounts to us; • could elect to declare all borrowings outstanding thereunder,together with accrued and unpaid interest and fees,to be due and payable; • could require us to apply all of our available cash to repay these borrowings;or • could prevent us from making payments on our senior subordinated notes due 2017; • any of which could result in an event of default under the indentures. If we were unable to repay those amounts,the lenders under our senior credit facilities could proceed against the collateral granted to them to secure our borrowings thereunder.We have pledged a significant portion of our assets as collateral under our senior credit facilities and our senior secured notes due 2018.If the lenders under our senior credit facilities or the holders of our senior secured notes due 2018 accelerate the repayment of borrowings,we cannot assure you that we will have sufficient assets to repay our senior credit facilities and our other indebtedness or the ability to borrow sufficient funds to refinance such indebtedness.Even if we were able to obtain new financing,it may not be on commercially reasonable teens,or teens that are acceptable to us. In addition,under our Revolving Loan,we are pennitted to borrow an aggregate amount of up to$900 million; however,our ability to borrow under our Revolving Loan is limited by a borrowing base and a liquidity condition.The borrowing base at any time equals the sum of up to 85%of CDW LLC and its subsidiary guarantors'eligible accounts receivable(net of accounts reserves)(up to 30%of such eligible accounts receivable which can consist of federal govermnent accounts receivable)plus the lesser of(i)70%of CDW LLC and its subsidiary guarantors'eligible inventory(valued at cost and net of inventory reserves)and(ii)the product of 85%multiplied by the net orderly liquidation value percentage multiplied by eligible inventory (valued at cost and net of inventory reserves),less reserves(other than accounts reserves and inventory reserves).The borrowing base in effect as of December 31,2013 was$1,065.5 million. 16 Page 1106 of 1598 Table of Contents Our ability to borrow under our Revolving Loan is also limited by a minimum liquidity condition,which provides that,if excess cash availability is less than the lesser of(i)$90 million or(ii)the greater of(A) 10%of the borrowing base or (B)$60 million,the lenders are not required to lend any additional amounts under our Revolving Loan unless the consolidated fixed charge coverage ratio(as defined in the credit agreement for our Revolving Loan)is at least 1.0 to 1.0.Moreover,our Revolving Loan provides discretion to the agent bank acting on behalf of the lenders to impose additional availability reserves, which could materially impair the amount of borrowings that would otherwise be available to us.We cannot assure you that the agent bank will not impose such reserves or,were it to do so,that the resulting impact of this action would not materially and adversely impair our liquidity. We will be required to generate sufficient cash to service our indebtedness and,if not successful,we may be forced to take other actions to satisfy our obligations under our indebtedness. Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial and operating perfonnance,which is subject to prevailing economic and competitive conditions and to certain financial,business and other factors beyond our control. Our outstanding long-tenn debt will impose significant cash interest payment obligations on us in 2014 and subsequent years and,accordingly,we will have to generate significant cash flow from operating activities to fund our debt service obligations.We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to pen-nit us to pay the principal,premium,if any,and interest on our indebtedness. See"Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources"included elsewhere in this report. If our cash flows and capital resources are insufficient to fund our debt service obligations,we may be forced to reduce or delay capital expenditures,sell assets or operations,seek additional debt or equity capital,restructure or refinance our indebtedness,or revise or delay our strategic plan.We cannot assure you that we would be able to take any of these actions,that these actions would be successful and pen-nit us to meet our scheduled debt service obligations or satisfy our capital requirements,or that these actions would be pennitted under the teens of our existing or future debt agreements,including our senior credit facilities and indentures.In the absence of such operating results and resources,we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our senior credit facilities and indentures restrict our ability to dispose of assets and use the proceeds from the disposition.We may not be able to consummate those dispositions or to obtain the proceeds which we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.Furthennore,the Sponsors have no obligation to provide us with debt or equity financing. If we cannot make scheduled payments on our debt,we will be in default and,as a result: • our debt holders could declare all outstanding principal and interest to be due and payable; • the lenders under our senior credit facilities could foreclose against the assets securing the borrowings from them and the lenders under our teen loan facility could tenninate their cornmitments to lend us money; and • we could be forced into bankruptcy or liquidation. Despite our indebtedness levels,we and our subsidiaries may be able to incur substantially more debt,including secured debt. This could further increase the risks associated with our leverage. We and our subsidiaries may be able to incur substantial additional indebtedness in the future.The teens of our senior credit facilities and indentures do not fully prohibit us or our subsidiaries from doing so.To the extent that we incur additional indebtedness or such other obligations,the risks associated with our substantial indebtedness described above,including our possible inability to service our debt,will increase.As of December 31,2013,we had approximately$641.1 million available for additional borrowing under our Revolving Loan after taking into account borrowing base limitations(net of$2.2 million of issued and undrawn letters of credit and$256.7 million of reserves related to our floorplan sub-facility). Variable rate indebtedness subjects us to interest rate risk,which could cause our debt service obligations to increase significantly. Certain of our borrowings,primarily borrowings under our senior credit facilities,are at variable rates of interest and expose us to interest rate risk.As of December 31,2013,we had$1,528.9 million of variable rate debt outstanding.If interest rates increase,our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same,and our net income would decrease.Although we have entered into interest rate cap agreements on our teen loan facility to reduce interest rate volatility,we cannot assure you we will be able to do so in the future on acceptable teens or that such caps or the caps we have in place now will be effective. 17 Page 1107 of 1598 Table of Contents Risks Related to Ownership of Our Common Stock Our common stockprice may be volatile and may decline regardless of our operating performance,and holders of our common stock could lose a significant portion of their investment. The market price for our common stock may be volatile.Our stockholders may not be able to resell their shares of common stock at or above the price at which they purchased such shares,due to fluctuations in the market price of our common stock,which may be caused by a ntunber of factors,many of which we cannot control,including the risk factors described in this Annual Report on Foran 10-K and the following: • changes in financial estimates by any securities analysts who follow our cornmon stock,our failure to meet these estimates or failure of securities analysts to initiate or maintain coverage of our cornmon stock; • downgrades by any securities analysts who follow our cornmon stock; • future sales of our cornmon stock by our officers,directors and significant stockholders,including the Sponsors; • market conditions or trends in our industry or the economy as a whole; • investors'perceptions of our prospects; • announcements by us or our competitors of significant contracts,acquisitions,joint ventures or capital commitments; • changes in key personnel; and • our limited public float in light of the Sponsors'beneficial ownership of a majority of our common stock,which may result in the trading of relatively small quantities of shares by our stockholders having a disproportionate positive or negative influence on the market price of our cornmon stock. In addition,the stock markets have experienced extreme price and vol une fluctuations that have affected and continue to affect the market prices of equity securities of many companies,including companies in our industry.In the past,securities class action litigation has followed periods of market volatility.If we were involved in securities litigation,we could incur substantial costs,and our resources and the attention of management could be diverted from our business. The Sponsors have the ability to control significant corporate activities and their interests may not align with yours. The Sponsors beneficially own approximately 63.7%of our common stock as of February 28,2014.As a result of their ownership,the Sponsors,so long as they hold a majority of our outstanding cornmon stock,will have the ability to control the outcome of matters submitted to a vote of stockholders and,through our board of directors,the ability to control decision- making with respect to our business direction and policies.Matters over which the Sponsors will,directly or indirectly,exercise control include: • the election of our board of directors and the appointment and removal of our officers; • mergers and other business combination transactions,including proposed transactions that would result in our stockholders receiving a premitun price for their shares; • other acquisitions or dispositions of businesses or assets; • incurrence of indebtedness and the issuance of equity securities; • repurchase of stock and payment of dividends; and • the issuance of shares to management under our equity incentive plans. Even if the Sponsors'ownership of our shares falls below a majority,they may continue to be able to strongly influence or effectively control our decisions.Under our amended and restated certificate of incorporation,the Sponsors and their affiliates do not have any obligation to present to us,and the Sponsors may separately pursue,corporate opportunities of which they become aware,even if those opportunities are ones that we would have pursued if granted the opportunity. 18 Page 1108 of 1598 Table of Contents Future sales of our common stock,or the perception in the public markets that these sales may occur,may depress our stock price. Sales of substantial amounts of our common stock in the public market,or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares.As of February 28,2014,there were 171,954,277 shares of our common stock outstanding.The shares of our common stock sold in our initial public offering and secondary offering in 2013 are freely tradable without restriction under the Securities Act of 1933,as amended(the"Securities Act"),except that any shares of our corn mon stock that may be acquired by our directors,executive officers and other affiliates may be sold only in compliance with certain volume limitations and other restrictions of Rule 144 of the Securities Act. The remaining shares of our corn mon stock,to the extent not previously sold pursuant to an exemption from registration,will continue to be"restricted shares"within the meaning of Rule 144 of the Securities Act and subject to certain restrictions on resale.Restricted shares may be sold in the public market only if they are registered under the Securities Act or are sold pursuant to an exemption from registration such as Rule 144 or Rule 701 under the Securities Act. As of February 28,2014,approximately 119,000,000 shares of our corn mon stock will continue to have the right to require us to register the sales of their shares under the Securities Act,under the teens of an agreement between us and the holders of these securities. In the future,we may also issue our securities in connection with investments or acquisitions.The number of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then- outstanding shares of our cornmon stock. Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable. Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of the Company more difficult without the approval of our board of directors.These provisions: • authorize the issuance of undesignated preferred stock,the teens of which may be established and the shares of which may be issued without stockholder approval,and which may include super voting,special approval,dividend,or other rights or preferences superior to the rights of the holders of common stock; • establish a classified board of directors so that not all members of our board of directors are elected at one time; • generally prohibit stockholder action by written consent,requiring all stockholder actions be taken at a meeting of our stockholders,except that any action required or pennitted to be taken by our stockholders may be effected by written consent until such time as the Sponsors cease to beneficially own 50%or more of our corn mon stock; • provide that special meetings of the stockholders can only be called by or at the direction of(i)our board of directors pursuant to a written resolution adopted by the affinnative vote of the majority of the total number of directors that the Company would have if there were no vacancies or(ii)until such time as the Sponsors cease to beneficially own 50% or more of our corn mon stock(a)the chainnan or vice chainnan of our board of directors,(b)our chief executive officer,(c)a majority of our board of directors through a special resolution or(d)the holders of at least 10%of our common stock; • establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and • provide that our board of directors is expressly authorized to make,alter or repeal our amended and restated bylaws. Our amended and restated certificate of incorporation also contains a provision that provides us with protections similar to Section 203 of the Delaware General Corporation Law,and will prevent us from engaging in a business combination with a person who acquires at least 15%of our corn mon stock for a period of three years from the date such person acquired such common stock,unless board or stockholder approval is obtained prior to the acquisition.These anti-takeover provisions and other provisions under Delaware law could discourage,delay or prevent a transaction involving a change in control of the Company,even if doing so would benefit our stockholders.These provisions could also discourage proxy contests and make it more difficult for our stockholders to elect directors of their choosing and to cause us to take other corporate actions our stockholders desire. 19 Page 1109 of 1598 Table of Contents Conflicts of interest may arise because some of our directors are principals of our largest stockholders. Paul Finnegan and Robin Selati,who are principals of Madison Dearborn,and Glenn Creamer and Michael Dominguez,who are managing directors of Providence Equity,serve on our board of directors.As of February 28,2014,the Sponsors continue to hold a majority of our outstanding common stock.The Sponsors and the entities respectively controlled by them may hold equity interests in entities that directly or indirectly compete with us,and companies in which they currently invest may begin competing with us.As a result of these relationships,when conflicts arise between the interests of Madison Dearborn or Providence Equity,on the one hand,and of other stockholders,on the other hand,these directors may not be disinterested.Although our directors and officers have a duty of loyalty to us under Delaware law and our amended and restated certificate of incorporation,transactions that we enter into in which a director or officer has a conflict of interest are generally pennissible so long as(1)the material facts relating to the director's or officer's relationship or interest as to the transaction are disclosed to our board of directors and a majority of our disinterested directors approves the transaction,(2)the material facts relating to the director's or officer's relationship or interest as to the transaction are disclosed to our stockholders and a majority of our disinterested stockholders approve the transaction or(3)the transaction is otherwise fair to us. Our amended and restated certificate of incorporation also provides that any principal,officer,member,manager and/or employee of a Sponsor or any entity that controls,is controlled by or under common control with a Sponsor(other than us or any company that is controlled by us)or a Sponsor-managed investment fund will not be required to offer any transaction opportunity of which they become aware to us and could take any such opportunity for themselves or offer it to other companies in which they have an investment,unless such opportunity is offered to them solely in their capacities as our directors. We cannot assure you that we will continue to pay dividends on our common stock,and our indebtedness and certain tax considerations could limit our ability to continue to pay dividends on our common stock.If we do not continue to pay dividends,you may not receive any return on investment unless you are able to sell your common stock for a price greater than your purchase price. In each of the fourth quarter of 2013 and the first quarter of 2014,our board of directors declared a quarterly cash dividend of$0.0425 per share of cornmon stock.We expect to continue to pay a cash dividend on our common stock of $0.0425 per share per quarter,or$0.17 per share per annum.Any detennination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations,financial condition,business prospects, capital requirements,contractual restrictions,including those under our senior credit facilities and indentures,any potential indebtedness we may incur,restrictions imposed by applicable law,tax considerations and other factors our board of directors deems relevant.There can be no assurance that we will continue to pay a dividend at the current rate or at all.Accordingly,if we do not pay dividends in the future,realization of a gain on your investment will depend entirely on the appreciation of the price of our common stock,which may never occur. See"-Risks Related to Our Business-We have significant deferred cancellation of debt income"for a discussion of certain tax considerations that could affect our willingness to pay dividends in the future. We are a holding company and rely on dividends,distributions and other payments,advances and transfers of funds from our subsidiaries to meet our obligations. We are a holding company that does not conduct any business operations of our own.As a result,we are largely dependent upon cash dividends and distributions and other transfers from our subsidiaries to meet our obligations.The agreements governing the indebtedness of our subsidiaries impose restrictions on our subsidiaries'ability to pay dividends or other distributions to us.The deterioration of the earnings from,or other available assets of,our subsidiaries for any reason could also limit or impair their ability to pay dividends or other distributions to us. Item IB.Unresolved Staff Comments None. Item 2.Properties As of December 31,2013,we owned or leased a total of approximately 2.0 million square feet of space throughout the U.S.and Canada.We own two properties: a combined office and an approximately 450,000 square foot distribution center in Vernon Hills,Illinois,and an approximately 513,000 square foot distribution center in North Las Vegas,Nevada.In addition, we conduct sales,services and administrative activities in various leased locations throughout the U.S. and Canada,including data centers in Madison,Wisconsin and Minneapolis,Minnesota. We believe that our facilities are well maintained,suitable for our business and occupy sufficient space to meet our operating needs.As part of our nonnal business,we regularly evaluate sales center perfonnance and site suitability.Leases 20 Page 1110 of 1598 Table of Contents covering our currently occupied leased properties expire at varying dates,generally within the next ten years.We anticipate no difficulty in retaining occupancy through lease renewals,month-to-month occupancy or replacing the leased properties with equivalent properties.We believe that suitable additional or substitute leased properties will be available as required. Item 3.Legal Proceedings We are party to various legal proceedings that arise in the ordinary course of our business,which include commercial,intellectual property,employment,tort and other litigation matters.We are also subject to audit by federal,state and local authorities,and by various partners and large customers,including government agencies,relating to purchases and sales under various contracts.In addition,we are subject to indemnification claims under various contracts.From time to time, certain of our customers file voluntary petitions for reorganization or liquidation under the U.S.bankruptcy laws.In such cases, certain pre-petition payments received by us could be considered preference items and subject to return to the bankruptcy administrator. As of December 31,2013,we do not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters,if any,has been incurred.However,the ultimate resolutions of these proceedings and matters are inherently unpredictable.As such,our financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters. We previously filed a claim as part of a class action settlement in a case alleging price fixing during the period of January 1, 1996 through December 31,2006,by certain manufacturers of thin-film liquid crystal display panels. On July 13, 2013,the United Stated District Court for the Northern District of California approved distribution of the settlement proceeds, including a net payment to us of$10.4 million after fees and expenses.We have recognized a pre-tax benefit of$10.4 million within selling and administrative expenses in the consolidated statement of operations for the year ended December 31,2013. The first of two settlement payments was received by us on July 29,2013 in the amount of$8.5 million.The balance of$1.9 million was received in February 2014. Item 4.Mine Safety Disclosures Not applicable. 21 Page 1111 of 1598 Table of Contents Executive Officers Name Age Position Thomas E.Richards 59 Chairman,President and Chief Executive Officer,and Director Dennis G.Berger 49 Senior Vice President and Chief Coworker Services Officer Neal J.Campbell 52 Senior Vice President and Chief Marketing Officer Christina M.Corley 46 Senior Vice President-Corporate Sales Douglas E.Eckrote 49 Senior Vice President-Strategic Solutions and Services Christine A.Leahy 49 Senior Vice President,General Counsel and Corporate Secretary Christina V.Rother 50 Senior Vice President-Public and Advanced Technology Sales Jonathan J.Stevens 44 Senior Vice President-Operations and Chief Information Officer Matthew A.Troka 43 Senior Vice President-Product and Partner Management Ann E.Ziegler 55 Senior Vice President and Chief Financial Officer Thomas E.Richards serves as our Chainnan,President and Chief Executive Officer,as a member of our board of directors and as a manager of CDW LLC.From October 2011 to December 31,2012,Mr.Richards served as our Chief Executive Officer.From September 2009 to October 2011,Mr.Richards served as our President and Chief Operating Officer. Prior to joining CDW,Mr.Richards held leadership positions with Qwest Communications,a telecoimnunications carrier.From 2008 to 2009,he served as Executive Vice President and Chief Operating Officer,where he was responsible for the day-to-day operation and perfonnance of Qwest Coimnunications,and before assuming that role,was the Executive Vice President of the Business Markets Group from 2005 to 2008.Mr.Richards also has served as Chainnan and Chief Executive Officer of Clear Coimnunications Corporation and as Executive Vice President of Ameritech Corporation.He currently serves as a board member of Junior Achievement of Chicago,Rush University Medical Center and the University of Pittsburgh.Mr.Richards is also a member of the Economic Club of Chicago and the Executives'Club of Chicago.Mr.Richards is a graduate of the University of Pittsburgh where he earned a bachelor's degree and a graduate of Massachusetts Institute of Technology where he earned a Master of Science in Management as a Sloan Fellow.As a result of these and other professional experiences, Mr.Richards possesses particular knowledge and experience in technology industries,strategic planning and leadership of complex organizations that strengthen the board's collective qualifications,skills and experience. Dennis G.Berger serves as our Senior Vice President and Chief Coworker Services Officer.Mr.Berger joined CDW in September 2005 as Vice President-Coworker Services.In January 2007,he was named Senior Vice President and Chief Coworker Services Officer.Mr.Berger is responsible for leading CDW's programs in coworker learning and development, benefits,compensation,perfonnance management,coworker relations and talent acquisition.Prior to joining CDW,he served as Vice President of Human Resources at PepsiAmericas,a beverage company,from 2002 to 2005.Mr.Berger has also held human resources positions of increasing responsibility at Pepsi Bottling Group,Inc.,Pepsico,Inc. and GTE Corporation. Mr.Berger serves on the board of directors of Glenwood Academy,Anti-Defamation League of Chicago and Skills for Chicagoland's Future.Mr.Berger is a graduate of Northeastern University where he earned a bachelor's degree and a graduate of John M. Olin School of Business at Washington University in St.Louis where he earned a Master of Business Administration. Neal J. Campbell serves as our Senior Vice President and Chief Marketing Officer.Mr. Campbell joined CDW in January 2011,and is responsible for the strategy and development of CDW's advertising,public relations,channel marketing, marketing intelligence and research,merchandising,microsites,creative services and direct marketing content,along with relationship marketing,corporate coimnunications and e-coimmerce initiatives including content development,online marketing and e-procurement.Prior to joining CDW,Mr. Campbell served as Chief Executive Officer of TrafficCast,a provider of real- time and predictive traffic information to Google,Yahoo and others from 2008 to 2011.From 2006 to 2008,he served as Executive Vice President and General Manager-Strategic Marketing and Next Generation Products for ISCO International,a manufacturer of wireless telecommunications components.Mr. Campbell also spent 17 years with Motorola,most recently as Vice President and General Manager,GSM Portfolio Marketing and Planning for the company's mobile device business.He currently serves as a board member of TrafficCast and Junior Achievement of Chicago,and is on the Executive Advisory Council of Bradley University.Mr. Campbell is a graduate of Bradley University where he earned a bachelor's degree and a graduate of Northwestern University's Kellogg School of Management where he earned a Master of Business Administration. Christina M. Corley serves as our Senior Vice President of Corporate Sales and is responsible for managing all aspects of our corporate sales force,including sales force strategy,structure,goals,operations,revenue generation and training and development.Prior to joining CDW in September 2011,Ms. Corley served as President and Chief Operating Officer of Zones,Inc.,a provider of IT products and solutions,from 2006 to 2011. She served as Executive Vice President of Purchasing 22 Page 1112 of 1598 Table of Contents and Operations for Zones,Inc.from April 2005 to October 2006. She served as President of Corporate PC Source("CPCS"),a wholly owned subsidiary of Zones,Inc.,from March 2003 to April 2005.Prior to its acquisition by Zones,Inc.,Ms.Corley served as Chief Executive Officer of CPCS from 1999 to 2003.Ms.Corley began her career in sales and marketing,holding various positions at IBM,Dataflex and VisionTek. She currently serves as a board member of the Boys and Girls Club of Chicago.Ms. Corley is a graduate of the University of Illinois at Urbana-Champaign where she earned a bachelor's degree and a graduate of Northwestern University's Kellogg School of Management where she earned a Master of Business Administration in management and strategy. Douglas E.Eckrote serves as our Senior Vice President of Strategic Solutions and Services and is responsible for our technology specialist teams focusing on servers and storage,unified connnunications,security,wireless,power and cooling, networking,software licensing and mobility solutions.He also holds responsibility for CDW Canada,Inc.Mr.Eckrote joined CDW in 1989 as an account manager.Mr.Eckrote was appointed Director of Operations in 1996,Vice President of Operations in 1999 and Senior Vice President of Purchasing in April 2001.In October 2001,he was named Senior Vice President of Purchasing and Operations.He was named Senior Vice President of Operations, Services and Canada in 2006 and assumed his current role in 2009.Prior to joining CDW,Eckrote worked in outside sales for Arrow Electronics and Cintas Uniform Company.From 2003 to 2009,Mr.Eckrote served on the board of directors of the Make-A-Wish Foundation of Illinois, completing the last two years as board chair,and currently serves on the Make-A-Wish Foundation of America National Chapter Perfonnance Committee.Mr.Eckrote also served on the board of directors of the Center for Enriched Living from 2002-2011,serving as Vice President from 2004-2005,President from 2006-2008,board emeritus from 2009-2011 and currently serves as a trustee.Mr.Eckrote is a graduate of Purdue University where he earned a bachelor's degree and a graduate of Northwestern University's Kellogg School of Management where he earned an Executive Master of Business Administration. Christine A.Leahy serves as our Senior Vice President,General Counsel and Corporate Secretary and is responsible for our legal,corporate governance,enterprise risk management and compliance functions.Ms.Leahy joined CDW in January 2002 as Vice President,General Counsel and Corporate Secretary.In January of 2007,she was named Senior Vice President. Before joining CDW,Ms.Leahy served as a corporate partner in the Chicago office of Sidley Austin LLP where she specialized in corporate governance,securities law,mergers and acquisitions and strategic counseling.Ms.Leahy serves on the board of trustees of Children's Home and Aid.Ms.Leahy is a graduate of Brown University where she earned a bachelor's degree and a graduate of Boston College Law School where she earned her Juris Doctor. She also completed the CEO Perspective and Women's Director Development Programs at Northwestern University's Kellogg School of Management. Christina V.Rother serves as our Senior Vice President of Public and Advanced Technology Sales and is responsible for managing all aspects of our public sector and advanced technology sales forces,including sales force strategy,structure, goals,operations,revenue generation and training and development.Ms.Rother joined CDW in 1991 as an account manager. In 2002,she was appointed Vice President for Education and State and Local Sales.In 2005,she was chosen to lead our newly formed healthcare sales team.Beginning in 2006,Ms.Rother has held various positions ranging from Group Vice President of CDW Governinent LLC,President of CDW Governinent LLC and Senior Vice President of Sales.In September 2011, Ms.Rother assumed her current role as Senior Vice President of Public and Advanced Technology Sales.Prior to joining CDW, Ms.Rother held a number of sales positions with technology companies including Laser Computers and Price Electronics. Ms.Rother currently serves as chair of the board of directors of the Make-A-Wish Foundation of Illinois.Ms.Rother is a graduate of the University of Illinois at Chicago where she earned a bachelor's degree. Jonathan J.Stevens serves as our Senior Vice President of Operations and Chief Information Officer.Mr. Stevens joined CDW in June 2001 as Vice President-Information Technology,was named Chief Information Officer in January 2002 and Vice President-International and Chief Information Officer from 2005 until December 2006.In January 2007,he was named Senior Vice President and Chief Information Officer and assumed his current role in November 2009.Mr. Stevens is responsible for the strategic direction of our information technology.Additionally,he holds responsibility for our distribution centers,transportation,facilities,customer relations,operational excellence and the business technology center.Prior to joining CDW,Mr. Stevens served as regional technology director for Avanade,an international technology integration company formed through a joint venture between Microsoft and Accenture from 2000 to 2001.Prior to that,Mr. Stevens was a principal with Microsoft Consulting Services and led an information technology group for a corporate division of AT&T/NCR.He currently serves on the board of directors of SingleWire Software,LLC and Northeast Illinois Council:Boy Scouts of America. Mr. Stevens is a graduate of the University of Dayton where he earned a bachelor's degree. Matthew A. Troka serves as our Senior Vice President of Product and Partner Management.Mr.Troka is responsible for managing our relationships with all of our vendor partners.In addition,he directs the day-to-day operations of our purchasing department.Mr.Troka joined CDW in 1992 as an account manager and became a sales manager in 1995.From 1998 to 2001,he served as Corporate Sales Director.From 2001 to 2004,Mr.Troka was Senior Director of Purchasing.From 2004 to 2006,Mr.Troka served as Vice President of Purchasing.From 2006 to 2011,Mr.Troka was Vice President of Product and Partner Management. On March 3,2011,Mr.Troka was elected Senior Vice President of Product and Partner Management. 23 Page 1113 of 1598 Table of Contents Mr.Troka serves as a member of the board of directors of Encompass Championship Charities.Mr.Troka is a graduate of the University of Illinois where he earned a bachelor's degree. Ann E.Ziegler joined CDW in April 2008 as Senior Vice President and Chief Financial Officer.Prior to joining CDW, Ms.Ziegler spent 15 years at Sara Lee Corporation("Sara Lee"),a global constumer goods company,in a number of executive roles including finance,mergers and acquisitions,strategy and general management positions in both U.S.and international businesses.Most recently,from 2005 until April 2008,Ms.Ziegler served as Chief Financial Officer and Senior Vice President of Administration for Sara Lee Food and Beverage.Prior to joining Sara Lee,Ms.Ziegler was a corporate attorney at Skadden, Arps, Slate,Meagher&Flom.Ms.Ziegler serves on the board of directors of Hanesbrands,Inc.During the previous five years, Ms.Ziegler also served on the board of directors of Unitrin,Inc.Ms.Ziegler is a graduate of The College of William and Mary where she earned a bachelor's degree and a graduate of the University of Chicago Law School where she earned her Juris Doctor. PART II Item 5.Market for Registrant's Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our corn mon stock has been listed on the NASDAQ Global Select Market since June 27,2013 under the symbol "CDW."Prior to that date,there was no public market for our corn mon stock. Shares sold in our initial public offering("IPO") were priced at$17.00 per share on June 26,2013.The following table sets forth the ranges of high and low sales prices per share of our corn mon stock as reported on the NASDAQ Global Select Market for the periods indicated. Year ended December 31,2013 High Low Second quarter(beginning June 27,2013)....................................................................................................... $ 19.17 $ 17.38 Thirdquarter..................................................................................................................................................... $ 24.51 $ 18.26 Fourthquarter................................................................................................................................................... $ 23.56 $ 20.50 Holders As of February 28,2014,there were 143 holders of record of our corn mon stock.The number of beneficial stockholders is substantially greater than the number of holders of record because a portion of our common stock is held through brokerage frons. Dividends We expect to continue to pay a quarterly cash dividend on our corn mon stock of$0.0425 per share,or$0.17 per annum.The initial quarterly cash dividend of$0.0425 per share was paid on December 2,2013 to all cornmon stockholders of record as of the close of business on November 15,2013. On February 13,2014,we announced that our board of directors declared a quarterly cash dividend on our common stock of$0.0425 per share.The dividend will be paid on March 10,2014 to all stockholders of record as of the close of business on February 25,2014.The payment of dividends in quarters beyond the first quarter of 2014 remains at the discretion of our board of directors and will depend upon our results of operations,financial condition,business prospects,capital requirements,contractual restrictions,any potential indebtedness we may incur, restrictions imposed by applicable law,tax considerations and other factors that our board of directors deems relevant.In addition,our ability to pay dividends on our corn mon stock will be limited by restrictions on our ability to pay dividends or make distributions to our stockholders and on the ability of our subsidiaries to pay dividends or make distributions to us,in each case,under the teens of our current and any future agreements governing our indebtedness.For a discussion of our cash resources and needs and restrictions on our ability to pay dividends,see"Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources"included elsewhere in this report.For additional discussion of restrictions on our ability to pay dividends,see Note 7 "Long-Tenn Debt",to the accompanying audited consolidated financial statements included elsewhere in this report. Stock Performance Graph The information contained in this Stock Perfonnance Graph section shall not be deemed to be "soliciting material"or "filed"or incorporated by reference in future filings with the SEC,or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934,except to the extent that CDW specifically incorporates it by reference into a doctument filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. 24 Page 1114 of 1598 Table of Contents The following graph compares the cumulative total shareholder return,calculated on a dividend reinvested basis,on $100.00 invested at the opening of the market on June 27,2013,the date our common stock first traded on the NASDAQ Global Select Market,through and including the market close on December 31,2013,with the cumulative total return for the same time period of the same amount invested in the S&P MidCap 400 index and a peer group index.The Company's peer group index for 2013 consists of the following companies:Accenture plc,Anixter International,Inc.,Arrow Electronics,Inc., Avnet,Inc.,CGI Group Inc.,Genuine Parts Company,Henry Schein,Inc.,Insight Enterprises,Inc.,Owens&Minor,Inc., Patterson Companies,Inc., SYNNEX Corporation,United Stationers Inc.,W.W. Grainger,Inc. and Wesco International,Inc. This peer group was selected based on a review of publicly available information about these companies and the Company's detennination that they met one or more of the following criteria: (i)similar size in terms of revenue and/or enterprise value (one-third to three times the Company's revenue or enterprise value); (ii)operates in a business-to-business distribution environment; (iii)members of the technology industry; (iv)similar customers(i.e.,business,government,healthcare,and education); (v)companies that provide services and/or solutions; and(vi)similar EBITDA and gross margins. Shareholder returns over the indicated period are based on historical data and should not be considered indicative of future shareholder returns. Stock Performance Graph 150 140 130 0 120 Q 110 r� 100 t 90 06/27/13 12/31/13 Date CDW Corp S&P MidCap 400 index - — CDW Peers June 27,2013 December 31,2013 CDW Corp $ 100 $ 138 S&P MidCap 400 index 100 118 CDW Peers 100 113 Use of Proceeds from Registered Securities On July 2,2013,the Company completed an IPO of its common stock in which it issued and sold 23,250,000 shares of common stock. On July 31,2013,the Company completed the sale of an additional 3,487,500 shares of common stock to the underwriters of the IPO pursuant to the underwriters'July 26,2013 exercise in full of the overallotment option granted to them in connection with the IPO. Such shares were registered under the Securities Act of 1933,as amended,pursuant to the Company's Registration Statement on Foran S-1 (File 333-187472),which was declared effective by the SEC on June 26,2013. 25 Page 1115 of 1598 Table of Contents The shares of common stock are listed on the NASDAQ Global Select Market under the symbol"CDW."The Company's shares of cornmon stock were sold to the underwriters at a price of$17.00 per share in the IPO and upon the exercise of the overallotment option,which together,generated aggregate net proceeds of$424.7 million to the Company after deducting $29.8 million in underwriting discounts,expenses and transaction costs.Using a portion of the net proceeds from the IPO (exclusive of proceeds from the exercise of the overallotment option),the Company paid a$24.4 million tennination fee to affiliates of Madison Dearborn Partners,LLC and Providence Equity Partners,L.L.C.in connection with the tennination of the management services agreement with such entities that was effective upon completion of the IPO,redeemed$175.0 million aggregate principal amount of senior secured notes due 2018,and redeemed$146.0 million aggregate principal amount of senior subordinated notes due 2017.The redemption price of the senior secured notes due 2018 was 108.0%of the principal amount redeemed,plus accrued and unpaid interest to the date of redemption.The Company used cash on hand to pay such accrued and unpaid interest.The redemption price of the senior subordinated notes due 2017 was 106.268%of the principal amount redeemed,plus accrued and unpaid interest to the date of redemption.The Company used cash on hand to pay such accrued and unpaid interest. On October 18,2013,proceeds from the overallotment option exercise of$56.0 million and cash on hand were used to redeem$155.0 million aggregate principal amount of senior subordinated notes due 2017.The redemption price of the senior subordinated notes due 2017 was 104.178%of the principal amount redeemed,plus accrued and unpaid interest to the date of redemption.The Company used cash on hand to pay such redemption premium and accrued and unpaid interest. J.P.Morgan Securities LLC,Barclays Capital Inc. and Goldman,Sachs&Co.acted as joint book-running managers of the IPO and as representatives of the underwriters.Deutsche Bank Securities Inc. and Morgan Stanley&Co.LLC acted as additional book-running managers in the IPO.Robert W.Baird&Co.Incorporated,Raymond James&Associates,Inc., William Blair&Company,L.L.C.,Needham&Company,LLC,Stifel,Nicolaus&Company,Incorporated,Loop Capital Markets LLC and The Williams Capital Group,L.P. acted as managing underwriters in the IPO. Item 6.Selected Financial Data The selected financial data set forth below are not necessarily indicative of the results of future operations and should be read in conjunction with"Management's Discussion and Analysis of Financial Condition and Results of Operations"and our audited consolidated financial statements and the related notes included elsewhere in this report. We have derived the selected financial data presented below as of December 31,2013 and December 31,2012 and for the years ended December 31,2013,2012,and 2011 from our audited consolidated financial statements and related notes, which are included elsewhere in this report.The selected financial data as of December 31,2010 and December 31,2009 have been derived from our audited consolidated financial statements as of and for those periods,which are not included in this report. The following are some of the items affecting comparability of the selected financial data for the periods presented: • During the year ended December 31,2013,we recorded IPO- and secondary-offering related expenses of $75.0 million. • During the years ended December 31,2013,2012,and 2011,we recorded net losses on extinguishments of long-tenn debt of$64.0 million,$17.2 million,and$118.9 million,respectively.The losses represented the difference between the amount paid upon extinguishment,including call premiums and expenses paid to the debt holders and agents,and the net carrying amount of the extinguished debt,adjusted for a portion of the unamortized deferred financing costs. • During the year ended December 31,2009,we recorded goodwill impainnent charges of$241.8 million.This impainnent was primarily attributable to deterioration in macroeconomic conditions and overall declines in net sales. 26 Page 1116 of 1598 Table of Contents Years Ended December 31, (dollars and shares in millions,except per share amounts) 2013 2012 2011 2010 2009 Statement of Operations Data: Net sales $10,768.6 $10,128.2 $ 9,602.4 $ 8,801.2 $ 7,162.6 Cost of sales 9,008.3 8,458.6 8,018.9 7,410.4 6,029.7 Gross profit 1,760.3 1,669.6 1,583.5 1,390.8 1,132.9 Selling and administrative expenses 1,120.9 1,029.5 990.1 932.1 821.1 Advertising expense 130.8 129.5 122.7 106.0 101.9 Goodwill impairment 241.8 Income(loss)from operations 508.6 510.6 470.7 352.7 (31.9) Interest expense,net (250.1) (307.4) (324.2) (391.9) (431.7) Net(loss)gain on extinguishments of long-term debt (64.0) (17.2) (118.9) 2.0 - Other income,net 1.0 0.1 0.7 0.2 2.4 Income(loss)before income taxes 195.5 186.1 28.3 (37.0) (461.2) Income tax(expense)benefit (62.7) (67.1) (11.2) 7.8 87.8 Net income(loss) $ 132.8 $ 119.0 $ 17.1 $ (29.2) $ (373.4) Net income(loss)per common share: Basic $0.85 $0.82 $0.12 $(0.20) $(2.60) Diluted $0.84 $0.82 $0.12 $(0.20) $(2.60) Weighted-average common shares outstanding: Basic 156.6 145.1 144.8 144.4 143.8 Diluted 158.7 145.8 144.9 144.4 143.8 Balance Sheet Data(at period end): Cash and cash equivalents $ 188.1 $ 37.9 $ 99.9 $ 36.6 $ 88.0 Working capital 810.9 666.5 538.1 675.4 923.2 Total assets 5,924.6 5,720.0 5,967.7 5,943.8 5,976.0 Total debt and capitalized lease obligations(1) 3,251.2 3,771.0 4,066.0 4,290.0 4,621.9 Total shareholders'equity(deficit) 711.7 136.5 (7.3) (43.5) (44.7) Other Financial Data: Capital expenditures $ 47.1 $ 41.4 $ 45.7 $ 41.5 $ 15.6 Depreciation and amortization 208.2 210.2 204.9 209.4 218.2 Gross profit as a percentage of net sales 16.3% 16.5% 16.5% 15.8% 15.8% Ratio of earnings to fixed charges(2) 1.8 1.6 1.1 (a) (a) EBITDA(3) $ 653.8 $ 703.7 $ 557.4 $ 564.3 $ 188.7 Adjusted EBITDA 808.5 766.6 717.3 601.8 465.4 Non-GAAP net income(loss)(4) 314.3 247.1 198.8 85.7 (14.5) Statement of Cash Flows Data: Net cash provided by(used in): Operating activities $ 366.3 $ 317.4 $ 214.7 $ 423.7 $ 107.6 Investing activities (47.1) (41.7) (56.0) (125.4) (82.6) Financing activities (168.3) (338.0) (95.4) (350.1) (31.9) (1) Excludes borrowings of$256.6 million,$249.2 million,$278.7 million,$28.2 million and$25.0 million,as of December 31,2013,2012,2011,2010 and 2009,respectively,under our inventory financing agreements.We do not include these borrowings in total debt because we have not in the past incurred,and in the future do not expect to incur,any interest expense or late fees under these agreements. 27 Page 1117 of 1598 Table of Contents (2) For purposes of calculating the ratio of earnings to fixed charges,earnings consist of earnings before income taxes minus income from equity investees plus fixed charges.Fixed charges consist of interest expense and the portion of rental expense we believe is representative of the interest component of rental expense. (a) For the years ended December 31,2010 and 2009,earnings available for fixed charges were inadequate to cover fixed charges by$37.0 million and$461.2 million,respectively. (3) EBITDA is defined as consolidated net income(loss)before interest expense,income tax expense(benefit), depreciation,and amortization.Adjusted EBITDA,which is a measure defined in our credit agreements,is calculated by adjusting EBITDA for certain items of income and expense including(but not limited to)the following: (a)non- cash equity-based compensation; (b)goodwill impainnent charges; (c)sponsor fees; (d)certain consulting fees; (e)debt-related legal and accounting costs; (f)equity investment income and losses; (g)certain severance and retention costs; (h)gains and losses from the early extinguishment of debt; (i)gains and losses from asset dispositions outside the ordinary course of business; and 0)non-recurring,extraordinary or unusual gains or losses or expenses. We have included a reconciliation of EBITDA and Adjusted EBITDA in the table below.Both EBITDA and Adjusted EBITDA are considered non-GAAP financial measures. Generally,a non-GAAP financial measure is a numerical measure of a company's perfonnance,financial position or cash flows that either excludes or includes amounts that are not nonnally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP.Non-GAAP measures used by the Company may differ from similar measures used by other companies, even when similar teens are used to identify such measures.We believe that EBITDA and Adjusted EBITDA provide helpful information with respect to our operating perfonnance and cash flows including our ability to meet our future debt service,capital expenditures and working capital requirements.Adjusted EBITDA also provides helpful information as it is the primary measure used in certain financial covenants contained in our credit agreements. The following unaudited table sets forth reconciliations of net income(loss)to EBITDA and EBITDA to Adjusted EBITDA for the periods presented: Years Ended December 31, (in millions) 2013 2012 2011 2010 2009 Net income(loss) $ 132.8 $ 119.0 $ 17.1 $ (29.2) $ (373.4) Depreciation and amortization 208.2 210.2 204.9 209.4 218.2 Income tax expense(benefit) 62.7 67.1 11.2 (7.8) (87.8) Interest expense,net 250.1 307.4 324.2 391.9 431.7 EBITDA 653.8 703.7 557.4 564.3 188.7 Non-cash equity-based compensation 8.6 22.1 19.5 11.5 15.9 Sponsor fees 2.5 5.0 5.0 5.0 5.0 Consulting and debt-related professional fees 0.1 0.6 5.1 15.1 14.1 Goodwill impainnent 241.8 Net loss(gain)on extinguishments of long- term debt 64.0 17.2 118.9 (2.0) - Litigation,net (41) 4.3 IPO-and secondary-offering related expenses 75.0 Other adjustments 8.6 13.7 11.4 7.9 (01) Adjusted EBITDA $ 808.5 $ 766.6 $ 717.3 $ 601.8 $ 465.4 (i) Relates to unusual,non-recurring litigation matters. (ii) Includes certain retention costs and equity investment income,certain severance costs in 2009 and a gain related to the sale of the Infonnacast software and equipment in 2009. 28 Page 1118 of 1598 Table of Contents The following unaudited table sets forth a reconciliation of EBITDA to net cash provided by operating activities for the periods presented: Years Ended December 31, (in millions) 2013 2012 2011 2010 2009 EBITDA $ 653.8 $ 703.7 $ 557.4 $ 564.3 $ 188.7 Depreciation and amortization (208.2) (210.2) (204.9) (209.4) (218.2) Income tax(expense)benefit (62.7) (67.1) (11.2) 7.8 87.8 Interest expense,net (250.1) (307.4) (324.2) (391.9) (431.7) Net income(loss) 132.8 119.0 17.1 (29.2) (373.4) Depreciation and amortization 208.2 210.2 204.9 209.4 218.2 Goodwill impairment 241.8 Equity-based compensation expense 46.6 22.1 19.5 11.5 15.9 Amortization of deferred financing costs,debt premium, and debt discount,net 8.8 13.6 15.7 18.0 16.2 Deferred income taxes (48.7) (56.3) (10.2) (4.3) (94.4) Allowance for doubtful accounts 0.4 (1.3) (0.2) Realized loss on interest rate swap agreements 2.8 51.5 103.2 Mark to market loss on interest rate derivatives 0.1 0.9 4.2 4.7 - Net loss(gain)on extinguishments of long-term debt 64.0 17.2 118.9 (2.0) Net loss(gain)on sale and disposal of assets - 0.1 0.3 0.7 (1.7) Changes in assets and liabilities (47.1) (9.4) (158.3) 165.3 (18.0) Other non-cash items 1.6 - (0.6) (0.6) - Net cash provided by operating activities $ 366.3 $ 317.4 $ 214.7 $ 423.7 $ 107.6 29 Page 1119 of 1598 Table of Contents (4) Non-GAAP net income(loss)is considered a non-GAAP financial measure. Generally,a non-GAAP financial measure is a numerical measure of a company's perfonnance,financial position or cash flows that either excludes or includes amounts that are not nonnally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP.Non-GAAP measures used by the Company may differ from similar measures used by other companies,even when similar teens are used to identify such measures.We believe that non-GAAP net income (loss)provides meaningful information regarding our operating perfonnance and our prospects for the future.This supplemental measure excludes,among other things,charges related to the amortization of Acquisition-related intangibles,non-cash equity-based compensation and gains and losses from the early extinguishment of debt.The following unaudited table sets forth a reconciliation of net income(loss)to non-GAAP net income(loss)for the periods presented: Years Ended December 31, (in millions) 2013 2012 2011 2010 2009 Net income(loss) $ 132.8 $ 119.0 $ 17.1 $ (29.2) $ (373.4) Amortization of intangibles 0) 161.2 163.7 165.7 166.8 168.9 Non-cash equity-based compensation 8.6 22.1 19.5 11.5 15.9 Litigation,net('i) (6.3) Net loss on extinguishments of long-term debt 64.0 17.2 118.9 (2.0) - Interest expense adjustment related to extinguishments of long-tenn debt("') (7.5) (3.3) (19.4) (0.7) - IPO-and secondary-offering related expenses OV) 75.0 Debt-related refinancing costs M - - 3.8 5.6 - Goodwill impairment 241.8 Severance expense 1.4 Aggregate adjustment for income taxes(V0 (113.5) (71.6) (106.8) (66.3) (69.1) Non-GAAP net income(loss) $ 314.3 $ 247.1 $ 198.8 $ 85.7 $ (14.5) (i) Includes amortization expense for Acquisition-related intangible assets,primarily customer relationships and trade names. (ii) Relates to unusual,non-recurring litigation matters. (iii)Reflects adjustments to interest expense resulting from debt extinguishments.Represents the difference between interest expense previously recognized under the effective interest method and actual interest paid. (iv) IPO-and secondary-offering related expenses consist of the following: (in millions) Year Ended December 31,2013 Acceleration charge for certain equity awards and related employer payroll taxes $ 40.7 RDU Plan cash retention pool accrual 7.5 Management services agreement termination fee 24.4 Other expenses 2.4 IPO-and secondary-offering related expenses $ 75.0 (v) Represents fees and costs expensed related to the December 2010 and March 2011 amendments to our prior senior secured teen loan facility. (vi) Based on a nonnalized effective tax rate of 39.0%. 30 Page 1120 of 1598 Table of Contents Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations Unless otherwise indicated or the context otherwise requires, as used in this "Management's Discussion and Analysis of Financial Condition and Results of Operations,"the terms "we," "us," "the Company," "our" "CDW"and similar terms refer to CDW Corporation and its subsidiaries. `Management's Discussion and Analysis of Financial Condition and Results of Operations"should be read in conjunction with the audited consolidated financial statements and the related notes included elsewhere in this report. This discussion contains forward-looking statements that are subject to numerous risks and uncertainties.Actual results may differ materially from those contained in any forward looking statements. See "Forward- Looking Statements"above. Overview CDW is a Fortune 500 company and a leading provider of integrated information technology ("IT")solutions in the U.S.and Canada.We help our customer base of approximately 250,000 small,medium and large business,govermnent, education and healthcare customers by delivering critical solutions to their increasingly complex IT needs. Our broad array of offerings ranges from discrete hardware and software products to integrated IT solutions such as mobility,security,data center optimization,cloud computing,virtualization and collaboration.We are technology "agnostic,"with a product portfolio that includes more than 100,000 products from more than 1,000 brands.We provide our products and solutions through sales force and service delivery teams consisting of more than 4,400 coworkers,including nearly 1,800 field sellers,highly-skilled technology specialists and advanced service delivery engineers. We are a leading U.S. sales channel partner for many original equipment manufacturers("OEMs")and software publishers(collectively,our"vendor partners"),whose products we sell or include in the solutions we offer.We believe we are an important extension of our vendor partners'sales and marketing capabilities,providing them with a cost-effective way to reach customers and deliver a consistent brand experience through our established end-market coverage and extensive customer access. We have two reportable segments: Corporate,which is comprised primarily of private sector business customers,and Public,which is comprised of goverrnnent agencies and education and healthcare institutions. Our Corporate segment is divided into a medimn/large business customer channel,primarily serving customers with more than 100 employees,and a small business customer channel,primarily serving customers with up to 100 employees.We also have two other operating segments,CDW Advanced Services and Canada,which do not meet the reportable segment quantitative thresholds and, accordingly,are combined together as"Other."The CDW Advanced Services business consists primarily of customized engineering services delivered by technology specialists and engineers,and managed services that include Infrastructure as a Service("IaaS")offerings.Revenues from the sale of hardware,software,custom configuration and third-party provided services are recorded within our Corporate and Public segments. We may sell all or only select products that our vendor partners offer.Each vendor partner agreement provides for specific teens and conditions,which may include one or more of the following:product return privileges,price protection policies,purchase discounts and vendor incentive programs,such as purchase or sales rebates and cooperative advertising reimbursements.We also resell software for major software publishers. Our agreements with software publishers allow the end- user customer to acquire software or licensed products and services.In addition to helping our customers detennine the best software solutions for their needs,we help them manage their software agreements,including warranties and renewals.A significant portion of our advertising and marketing expenses is reimbursed through cooperative advertising reimbursement programs with our vendor partners.These programs are at the discretion of our vendor partners and are typically tied to sales or purchasing vohunes or other commitments to be met by us within a specified period of time. Trends and Key Factors Affecting our Financial Performance We believe the following trends may have an important impact on our financial perfonnance: • Our Public segment sales are impacted by govermnent spending policies,budget priorities and revenue levels.An adverse change in any of these factors could cause our Public segment customers to reduce their purchases or to tenninate or not renew contracts with us,which could adversely affect our business,results of operations or cash flows.Although our sales to the federal govermnent are diversified across multiple agencies and departments,they collectively accounted for approximately 7%, 10%and 10%of our net sales for the years ended December 31,2013, 2012 and 2011,respectively. Second half 2013 Public segment results were negatively impacted by federal government budget uncertainty,sequestration and the partial shutdown of the federal government for 16 days. 31 Page 1121 of 1598 Table of Contents • An important factor affecting our ability to generate sales and achieve our targeted operating results is the impact of general economic conditions on our customers'willingness to spend on information technology.In the second quarter of 2012,we began to see customers take a more cautious approach to spending as increased macroeconomic uncertainty impacted decision-making and led to some customers delaying purchases.As we moved through 2013,we saw improvements in operating results for certain sales channels.We will continue to closely monitor macroeconomic conditions during 2014.Uncertainties related to potential reductions in governinent spending,requirements associated with implementation of the Affordable Care Act,potential changes in tax and regulatory policy,weakening consumer and business confidence or increased unemployment could result in reduced or deferred spending on information technology products and services by our customers and result in increased competitive pricing pressures. • We believe that our customers'transition to more complex technology solutions will continue to be an important growth area for us in the future.However,because the market for technology products and services is highly competitive,our success at capitalizing on this transition will be based on our ability to tailor specific solutions to customer needs,the quality and breadth of our product and service offerings,the knowledge and expertise of our sales force,price,product availability and speed of delivery. 2013 Initial Public Offering On July 2,2013,we completed an initial public offering("IPO")of 23,250,000 shares of common stock. On July 31, 2013,we completed the sale of an additional 3,487,500 shares of corn mon stock to the underwriters of the IPO pursuant to the underwriters'July 26,2013 exercise in full of the overallotment option granted to them in connection with the IPO. Our shares of common stock were sold to the underwriters at a price of$17.00 per share in the IPO and upon the exercise of the overallotment option,which together,generated aggregate net proceeds of$424.7 million to the Company after deducting underwriting discounts,expenses and transaction costs. On November 19,2013,we completed a secondary public offering,whereby certain selling stockholders sold 15,000,000 shares of cornmon stock. On December 18,2013,such selling stockholders sold an additional 2,250,000 shares of common stock to the underwriters of the secondary public offering pursuant to the underwriters'December 13,2013 exercise in full of the overallotment option granted to them in connection with the secondary public offering.We did not receive any proceeds from the sale of shares in the secondary public offering or upon the exercise of the overallotment option. The consolidated statement of operations for the year ended December 31,2013 included pre-tax IPO-and secondary- offering related expenses of$75.0 million. See Note 9 of the accompanying audited consolidated financial statements for additional discussion of our IPO and secondary offering. Key Business Metrics Our management monitors a number of financial and non-financial measures and ratios on a regular basis in order to track the progress of our business and make adjustments as necessary.We believe that the most important of these measures and ratios include average daily sales,gross margin,operating margin,net income,Non-GAAP net income,net income per common share,Non-GAAP net income per diluted share,EBITDA and Adjusted EBITDA,return on invested capital,cash and cash equivalents,net working capital,cash conversion cycle(defined to be days of sales outstanding in accounts receivable plus days of supply in inventory minus days of purchases outstanding in accounts payable,based on a rolling three-month average),debt levels including available credit and leverage ratios,sales per coworker and coworker turnover.These measures and ratios are compared to standards or objectives set by management,so that actions can be taken,as necessary,in order to achieve the standards and objectives.Non-GAAP net income and Adjusted EBITDA are non-GAAP financial measures.We believe these measures provide helpful inforination with respect to the company's operating perfonnance and cash flows including our ability to meet our future debt service,capital expenditures,dividend payments,and working capital requirements,Adjusted EBITDA also provides helpful information as it is the primary measure used in certain financial covenants contained in our senior credit facilities. See "Selected Financial Data"included elsewhere in this report for the definitions of Non-GAAP net income and Adjusted EBITDA and reconciliations to net income. 32 Page 1122 of 1598 Table of Contents The results of certain key business metrics are as follows: (dollars in millions) Years Ended December 31, 2013 2012 2011 Net sales $ 10,768.6 $ 10,128.2 $ 9,602.4 Gross profit 11760.3 1,669.6 1,583.5 Income from operations 508.6 510.6 470.7 Net income 132.8 119.0 17.1 Non-GAAP net income 314.3 247.1 198.8 Adjusted EBITDA 808.5 766.6 717.3 Average daily sales 42.4 39.9 37.7 Net debt(defined as total debt minus cash and cash equivalents) 3,063.1 3,733.1 3,966.1 Cash conversion cycle(in days)(1) 24 24 28 (1) Cash conversion cycle is defined as days of sales outstanding in accounts receivable plus days of supply in inventory minus days of purchases outstanding in accounts payable,based on a rolling three-month average. Results of Operations Year Ended December 31,2013 Compared to Year Ended December 31,2012 The following table presents our results of operations,in dollars and as a percentage of net sales,for the years ended December 31,2013 and 2012: Year Ended December 31,2013 Year Ended December 31,2012 Dollars in Percentage of Dollars in Percentage of Millions Net Sales Millions Net Sales Net sales $ 10,768.6 100.0% $ 10,128.2 100.0% Cost of sales 9,008.3 83.7 8,458.6 83.5 Gross profit 1,760.3 16.3 1,669.6 16.5 Selling and administrative expenses 1,120.9 10.4 1,029.5 10.2 Advertising expense 130.8 1.2 129.5 1.3 Income from operations 508.6 4.7 510.6 5.0 Interest expense,net (250.1) (2.3) (307.4) (3.0) Net loss on extinguishments of long-tenn debt (64.0) (0.6) (17.2) (0.2) Other income,net 1.0 - 0.1 - Income before income taxes 195.5 1.8 186.1 1.8 Income tax expense (62.7) (0.6) (67.1) (0.7) Net income $ 132.8 1.2% $ 119.0 1.1% 33 Page 1123 of 1598 Table of Contents Net sales The following table presents our net sales by segment,in dollars and as a percentage of total net sales,and the year- over-year dollar and percentage change in net sales for the years ended December 31,2013 and 2012: Years Ended December 31, 2013 2012 Percentage of Percentage of Dollars in Total Net Dollars in Total Net Dollar Percent Millions Sales Millions Sales Change Change(1) Corporate $ 5,960.1 55.3% $ 5,512.8 54.4% $ 447.3 8.1% Public 4,164.5 38.7 4,023.0 39.7 141.5 3.5 Other 644.0 6.0 592.4 5.9 51.6 8.7 Total net sales $ 10,768.6 100.0% $ 10,128.2 100.0% $ 640.4 6.3% (1) There were 254 selling days in both the years ended December 31,2013 and 2012. The following table presents our net sales by customer channel for our Corporate and Public segments and the year- over-year dollar and percentage change in net sales for the years ended December 31,2013 and 2012: (dollars in millions) Years Ended December 31, 2013 2012 Dollar Change Percent Change Corporate: Medium/Large $ 4,902.6 $ 4,448.5 $ 454.1 10.2 % Small Business 1,057.5 1,064.3 (6.8) (0.6) Total Corporate $ 5,960.1 $ 5,512.8 $ 447.3 8.1 % Public: Government $ 1,250.6 $ 1,394.1 $ (143.5) (10.3)% Education 1,449.0 1,192.3 256.7 21.5 Healthcare 1,464.9 1,436.6 28.3 2.0 Total Public $ 4,164.5 $ 4,023.0 $ 141.5 3.5 % Total net sales in 2013 increased$640.4 million,or 6.3%,to $10,768.6 million,compared to$10,128.2 million in 2012.There were 254 selling days for both the years ended December 31,2013 and 2012.The increase in total net sales was primarily the result of growth in hardware and software,a more tenured sales force,a continued focus on seller productivity across all areas of the organization and the addition of nearly 120 customer-facing coworkers,the majority in pre-and post-sale technical positions such as technical specialists and service delivery roles. Our total net sales growth for the year ended December 31,2013 reflected growth in notebooks/mobile devices,netcolmn products and software. Software gains were driven by growth in security,document management software and network management software,partially offset by a decline in application suites. Corporate segment net sales in 2013 increased$447.3 million,or 8.1%,compared to 2012,driven by sales growth in the mediunVlarge customer channel.Within our Corporate segment,net sales to medimn/large customers increased 10.2% between years primarily due to certain of these customers increasing their IT spending,a more tenured sales force,a continued focus on seller productivity and additional customer-facing coworkers,the majority in pre-and post-sale technical positions such as technical specialists and service delivery roles.This increase was led by unit volume growth in netcomm products and growth in notebooks/mobile devices and software.Partially offsetting the growth in the medium/large customer channel was a 0.6%decline in net sales to small business customers,due to certain of these customers taking a more cautious approach to spending as macroeconomic and regulatory uncertainty impacted decision-making.This decrease was led by unit volume declines in notebooks/mobile devices,partially offset by growth in netcomm products. Public segment net sales in 2013 increased$141.5 million,or 3.5%,between years,driven by strong perfonnance in the education customer channel.Net sales to education customers increased$256.7 million,or 21.5%,between years,led by growth in net sales to K-12 customers,reflecting increased sales of notebooks/mobile devices to support new standardized digital testing requirements that will take effect in 2014.Net sales to goverrnnent customers decreased$143.5 million,or 34 Page 1124 of 1598 Table of Contents 10.3%,in 2013 compared to 2012 due to reductions and delays in federal govermnent spending following sequestration, uncertainty over future budget negotiations and the partial shutdown of the federal goverrnnent.The goverrnnent customer channel net sales decline was led by decreases in sales of enterprise storage and notebooksfhnobile devices,partially offset by growth in software.Net sales to healthcare customers increased$28.3 million,or 2.0%,between years,driven by growth in notebookshnobile devices and desktop computers. Gross profit Gross profit increased$90.7 million,or 5.4%,to $1,760.3 million in 2013,compared to$1,669.6 million in 2012.As a percentage of total net sales,gross profit decreased 20 basis points to 16.3%in 2013,down from 16.5%in 2012.Gross profit margin was negatively impacted 30 basis points by unfavorable price/mix changes within product margin,as we experienced product margin compression in transactional product categories such as desktops and notebooks.Partially offsetting this decrease was an increase of 10 basis points due to a higher mix of net service contract revenue.Net service contract revenue, including items such as third-party services and warranties,has a positive impact on gross profit margin as our cost paid to the vendor or third-party service provider is recorded as a reduction to net sales,resulting in net sales being equal to the gross profit on the transaction. The gross profit margin may fluctuate based on various factors,including vendor incentive and inventory price protection programs,cooperative advertising funds classified as a reduction of cost of sales,product mix,net service contract revenue,connnission revenue,pricing strategies,market conditions and other factors,any of which could result in changes in gross profit margins. Selling and administrative expenses Selling and administrative expenses increased$91.4 million,or 8.9%,to $1,120.9 million in 2013,compared to $1,029.5 million in 2012.As a percentage of total net sales,selling and administrative expenses increased 20 basis points to 10.4%in 2013,up from 10.2%in 2012. Sales payroll,including sales commissions and other variable compensation costs, increased$28.9 million,or 6.4%,between years,consistent with higher sales and gross profit.Additionally,selling and administrative expenses for 2013 included IPO- and secondary-offering related expenses of$75.0 million,as follows: • Pre-tax charges of$36.7 million related to the acceleration of the expense recognition for certain equity awards and $4.0 million for the related employer payroll taxes. See Note 10 of the accompanying audited consolidated financial statements for additional discussion of the impact of the IPO on our equity awards. • A pre-tax charge of$24.4 million related to the payment of a tennination fee to affiliates of the Sponsors in connection with the tennination of the management services agreement with such entities. • A pre-tax charge of$7.5 million related to compensation expense in connection with the Restricted Debt Unit Plan. See Note 12 of the accompanying audited consolidated financial statements for additional discussion of this charge. • Other IPO- and secondary-offering related expenses of$2.4 million. We did not record any IPO-or secondary-offering related expenses during 2012.Partially offsetting these increases in 2013,was the favorable resolution of a class action legal proceeding in which we were a claimant,which reduced selling and administrative expenses by$10.4 million in 2013 compared to 2012.Total coworker count increased by 163 coworkers,from 6,804 at December 31,2012,to 6,967 at December 31,2013. Advertising expense Advertising expense increased$1.3 million,or 0.9%,to $130.8 million in 2013,compared to$129.5 million in 2012. As a percentage of net sales,advertising expense was 1.2%in 2013,compared to 1.3%in 2012.The dollar increase in advertising expense was due to a continued focus on advertising our solutions and products,which reinforces our reputation as a leading IT solutions provider. 35 Page 1125 of 1598 Table of Contents Income from operations The following table presents income(loss)from operations by segment,in dollars and as a percentage of net sales,and the year-over-year percentage change in income(loss)from operations for the years ended December 31,2013 and 2012: Year Ended December 31,2013 Year Ended December 31,2012 Operating Operating Percent Change Dollars in Margin Dollars in Margin in Income(Loss) Millions Percentage Millions Percentage from Operations Segments: Corporate $ 363.3 6.1% $ 349.0 6.3% 4.1 % Public 246.5 5.9 246.7 6.1 (0.1) Other 27.2 4.2 18.6 3.1 46.3 Headquarters(2) (128.4) nm* (103.7) nm* (23.8) Total income from operations $ 508.6 4.7% $ 510.6 5.0% (0.4)% *Not meaningful (1) Segment income(loss)from operations includes the segment's direct operating income(loss)and allocations for Headquarters'costs,allocations for income and expenses from logistics services,certain inventory adjustments and volume rebates and cooperative advertising from vendors. (2) Includes certain Headquarters'function costs that are not allocated to the segments. Income from operations was$508.6 million in 2013,a decrease of$2.0 million,or 0.4%,compared to $510.6 million in 2012.The decrease in income from operations was driven by higher selling and administrative expenses primarily resulting from$75.0 million of IPO-and secondary-offering related expenses recorded during 2013,mostly offset by higher net sales and gross profit.Total operating margin percentage decreased 30 basis points to 4.7%in 2013,from 5.0%in 2012.Operating margin percentage was negatively impacted by the increase in selling and administrative expenses as a percentage of net sales and gross profit margin compression,partially offset by a decrease in advertising expense as a percentage of net sales. Corporate segment income from operations was$363.3 million in 2013,an increase of$14.3 million,or 4.1%, compared to $349.0 million in 2012.Corporate segment operating margin percentage decreased 20 basis points to 6.1%in 2013,from 6.3%in 2012.Results for 2013 included$26.4 million of IPO-and secondary-offering related expenses,which reduced Corporate segment operating margin by 40 basis points.Higher sales and gross profit dollars offset the effect of IPO- and secondary-offering related expenses on income from operations for 2013. Public segment income from operations was$246.5 million in 2013,a decrease of$0.2 million,or 0.1%,compared to $246.7 million in 2012.Public segment operating margin percentage decreased 20 basis points to 5.9%in 2013,from 6.1%in 2012.Results for 2013 included$14.4 million of IPO-and secondary-offering related expenses,which reduced Public segment operating margin by 30 basis points.Higher sales and gross profit dollars nearly offset the effect of IPO-and secondary- offering related expenses on income from operations for 2013. Interest expense, net At December 31,2013,our outstanding long-tenn debt totaled$3,251.2 million,compared to$3,771.0 million at December 31,2012.We reduced long-tenn debt throughout the year primarily through the use of a portion of the net proceeds from the IPO and cash flows provided by operating activities.Net interest expense in 2013 was$250.1 million,a decrease of $57.3 million compared to$307.4 million in 2012.This decrease was primarily due to lower debt balances and effective interest rates for 2013 compared to 2012 as a result of debt repayments and refinancing activities completed during 2012 and 2013. See "Liquidity and Capital Resources"below. Net loss on extinguishments of long-term debt During 2013,we recorded a net loss on extinguishments of long-tenn debt of$64.0 million compared to$17.2 million in 2012. In October 2013,we redeemed$155.0 million aggregate principal amount of senior subordinated notes.In connection with this redemption,we recorded a loss on extinguishment of long-tenn debt of$8.5 million,representing the difference 36 Page 1126 of 1598 Table of Contents between the redemption price and the net carrying amount of the purchased debt,adjusted for a portion of the unamortized deferred financing costs. In August 2013,we redeemed$324.0 million aggregate principal amount of senior subordinated notes.In connection with this redemption,we recorded a loss on extinguishment of long-tenn debt of$24.6 million,representing the difference between the redemption price and the net carrying amount of the purchased debt,adjusted for a portion of the unamortized deferred financing costs. In July 2013,we redeemed$175.0 million aggregate principal amount of senior secured notes.In connection with this redemption,we recorded a loss on extinguishment of long-tenn debt of$16.7 million,representing the difference between the redemption price and the net carrying amount of the purchased debt,adjusted for a portion of the unamortized deferred financing costs. In April 2013,we entered into a new seven-year,$1,350.0 million aggregate principal amount senior secured teen loan facility. Substantially all of the proceeds were used to repay the$1,299.5 million outstanding aggregate principal amount of the prior senior secured teen loan facility.In connection with this refinancing,we recorded a loss on extinguishment of long-tenn debt of$10.3 million,representing a write-off of the remaining unamortized deferred financing costs related to the prior senior secured teen loan facility. In March 2013,we redeemed$50.0 million aggregate principal amount of senior subordinated notes.We recorded a loss on extinguishment of long-tenn debt of$3.9 million,representing the difference between the redemption price and the net carrying amount of the purchased debt,adjusted for a portion of the unamortized deferred financing costs. In December 2012,we redeemed$100.0 million aggregate principal amount of senior subordinated notes.We recorded a loss on extinguishment of long-tenn debt of$7.8 million representing the difference between the redemption price and the net carrying amount of the purchased debt,adjusted for a portion of the unamortized deferred financing costs. In February and March 2012,we purchased or redeemed the remaining$129.0 million of senior notes due 2015, funded with the issuance of an additional$130.0 million of senior notes due 2019.As a result,we recorded a loss on extinguishment of long-tenn debt of$9.4 million,representing the difference between the purchase or redemption price of the senior notes due 2015 and the net carrying amount of the purchased debt,adjusted for the remaining unamortized deferred financing costs. Income tax expense Income tax expense was$62.7 million in 2013,compared to$67.1 million in 2012.The effective income tax rate, expressed by calculating income tax expense or benefit as a percentage of income before income taxes,was 32.1%and 36.0% for 2013 and 2012,respectively. For 2013,the effective tax rate differed from the U.S.federal statutory rate primarily due to state income taxes, including current year state income tax credits and an adjustment to deferred state income taxes due to changes in apportionment factors.For 2012,the effective tax rate differed from the U.S.federal statutory rate primarily due to favorable adjustments to state tax credits which were partially offset by the unfavorable impact of adjustments to deferred state income taxes due to changes in state tax laws and non-deductible expenses,primarily equity-based compensation and meals and entertainment.The lower effective tax rate for 2013 as compared to 2012 was primarily driven by the favorable impact of adjustments to deferred state income taxes due to changes in state tax apportionment factors and lower non-deductible expenses. Net income Net income was$132.8 million in 2013,compared to$119.0 million in 2012. Significant factors and events causing the net changes between the periods are discussed above. Non-GAAP net income Non-GAAP net income was$314.3 million for the year ended December 31,2013,an increase of$67.2 million,or 27.2%,compared to$247.1 million for the year ended December 31,2012. 37 Page 1127 of 1598 Table of Contents We have included a reconciliation of Non-GAAP net income for the years ended December 31,2013 and 2012 below. Non-GAAP net income excludes,among other things,charges related to the amortization of acquisition-related intangibles, non-cash equity-based compensation,IPO-and secondary-offering related expenses and gains and losses from the early extinguishment of debt.Non-GAAP net income is considered a non-GAAP financial measure. Generally,a non-GAAP financial measure is a numerical measure of a company's perfonnance,financial position,or cash flows that either excludes or includes amounts that are not nonnally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP.Non-GAAP measures used by the Company may differ from similar measures used by other companies,even when similar teens are used to identify such measures.We believe that Non-GAAP net income provides helpful information with respect to our operating perfonnance and cash flows including our ability to meet our future debt service,capital expenditures and working capital requirements. (in millions) Years Ended December 31, 2013 2012 Net income $ 132.8 $ 119.0 Amortization of intangibles�� 161.2 163.7 Non-cash equity-based compensation 8.6 22.1 Litigation,net(2) (6.3) — Net loss on extinguishments of long-term debt 64.0 17.2 Interest expense adjustment related to extinguishments of long-tenn debt(3) (7.5) (3.3) IPO-and secondary-offering related expenses(4) 75.0 — Aggregate adjustment for income taxes�s) (113.5) (71.6) Non-GAAP net income $ 314.3 $ 247.1 (1) Includes amortization expense for acquisition-related intangible assets,primarily customer relationships and trade names. (2) Relates to unusual,non-recurring litigation matters. (3) Reflects adjustments to interest expense resulting from debt extinguishments.Represents the difference between interest expense previously recognized under the effective interest method and actual interest paid. (4) IPO-and secondary-offering related expenses consist of the following: (in millions) Years Ended December 31, 2013 2012 Acceleration charge for certain equity awards and related employer payroll taxes $ 40.7 $ — RDU Plan cash retention pool accrual 7.5 — Management services agreement termination fee 24.4 — Other expenses 2.4 — IPO-and secondary-offering related expenses $ 75.0 $ — (5) Based on a nonnalized effective tax rate of 39.0%. Adjusted EBITDA Adjusted EBITDA was$808.5 million in 2013,an increase of$41.9 million,or 5.5%,compared to$766.6 million in 2012.As apercentage of net sales,Adjusted EBITDA was 7.5%and 7.6%in 2013 and 2012,respectively. We have included a reconciliation of EBITDA and Adjusted EBITDA for 2013 and 2012 in the table below.EBITDA is defined as consolidated net income before interest expense,income tax expense,depreciation and amortization.Adjusted EBITDA,which is a measure defined in our credit agreements,means EBITDA adjusted for certain items which are described in the table below.Both EBITDA and Adjusted EBITDA are considered non-GAAP financial measures. Generally,a non- GAAP financial measure is a numerical measure of a company's perfonnance,financial position or cash flows that either excludes or includes amounts that are not nonnally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP.Non-GAAP measures used by the Company may differ from similar measures used 38 Page 1128 of 1598 Table of Contents by other companies,even when similar teens are used to identify such measures.We believe that EBITDA and Adjusted EBITDA provide helpful information with respect to our operating perfonnance and cash flows including our ability to meet our future debt service,capital expenditures and working capital requirements.Adjusted EBITDA also provides helpful information as it is the primary measure used in certain financial covenants contained in our credit agreements. (in millions) Years Ended December 31, 2013 2012 Net income $ 132.8 $ 119.0 Depreciation and amortization 208.2 210.2 Income tax expense 62.7 67.1 Interest expense,net 250.1 307.4 EBITDA 653.8 703.7 Adjustments: Non-cash equity-based compensation 8.6 22.1 Sponsor fee 2.5 5.0 Consulting and debt-related professional fees 0.1 0.6 Net loss on extinguishments of long-tenn debt 64.0 17.2 Litigation,net(1) (4.1) 4.3 IPO-and secondary-offering related expenses(2) 75.0 - Other adjustments(3) 8.6 13.7 Total adjustments 154.7 62.9 Adjusted EBITDA $ 808.5 $ 766.6 (1) Relates to unusual,non-recurring litigation matters. (2) As defined under Non-GAAP net income above. (3) Other adjustments primarily include certain retention costs and equity investment income. The following table sets forth a reconciliation of EBITDA to net cash provided by operating activities for the years ended December 31,2013 and 2012. Years Ended December 31, (in millions) 2013 2012 EBITDA $ 653.8 $ 703.7 Depreciation and amortization (208.2) (210.2) Income tax expense (62.7) (67.1) Interest expense,net (250.1) (307.4) Net income 132.8 119.0 Depreciation and amortization 208.2 210.2 Equity-based compensation expense 46.6 22.1 Deferred income taxes (48.7) (56.3) Amortization of deferred financing costs,debt premium,and debt discount,net 8.8 13.6 Net loss on extinguishments of long-tenn debt 64.0 17.2 Other 1.7 1.0 Changes in assets and liabilities (47.1) (9.4) Net cash provided by operating activities $ 366.3 $ 317.4 39 Page 1129 of 1598 Table of Contents Year Ended December 31,2012 Compared to Year Ended December 31,2011 The following table presents our results of operations,in dollars and as a percentage of net sales,for the years ended December 31,2012 and 2011: Year Ended December 31,2012 Year Ended December 31,2011 Dollars in Percentage of Dollars in Percentage of Millions Net Sales Millions Net Sales Net sales $ 10,128.2 100.0% $ 9,602.4 100.0% Cost of sales 8,458.6 83.5 8,018.9 83.5 Gross profit 1,669.6 16.5 1,583.5 16.5 Selling and administrative expenses 1,029.5 10.2 990.1 10.3 Advertising expense 129.5 1.3 122.7 1.3 Income from operations 510.6 5.0 470.7 4.9 Interest expense,net (307.4) (3.0) (324.2) (3.4) Net loss on extinguishments of long-teen debt (17.2) (0.2) (118.9) (1.2) Other income,net 0.1 - 0.7 - Income before income taxes 186.1 1.8 28.3 0.3 Income tax expense (67.1) (0.7) (11.2) (0.1) Net income $ 119.0 1.1% $ 17.1 0.2% Net sales The following table presents our net sales by segment,in dollars and as a percentage of total net sales,and the year- over-year dollar and percentage change in net sales for the years ended December 31,2012 and 2011: Years Ended December 31, 2012 2011 Percentage of Percentage of Dollars in Total Net Dollars in Total Net Dollar Percent Millions Sales Millions Sales Change Change(1) Corporate $ 5,512.8 54.4% $ 5,334.4 55.6% $ 178.4 3.3% Public 4,023.0 39.7 3,757.2 39.1 265.8 7.1 Other 592.4 5.9 510.8 5.3 81.6 16.0 Total net sales $ 10,128.2 100.0% $ 9,602.4 100.0% $ 525.8 5.5% (1) There were 254 and 255 selling days in the years ended December 31,2012 and 2011,respectively. On an average daily basis,total net sales increased 5.9%. 40 Page 1130 of 1598 Table of Contents The following table presents our net sales by customer channel for our Corporate and Public segments and the year- over-year dollar and percentage change in net sales for the years ended December 31,2012 and 2011: (in millions) Years Ended December 31, 2012 2011 Dollar Change Percent Change Corporate: Medium/Large $ 4,448.5 $ 4,287.1 $ 161.4 3.8% Small Business 1,064.3 1,047.3 17.0 1.6 Total Corporate $ 5,512.8 $ 5,334.4 $ 178.4 3.3% Public: Government $ 1,394.1 $ 1,343.5 $ 50.6 3.8% Education 1,192.3 1,197.7 (5.4) (0.4) Healthcare 1,436.6 1,216.0 220.6 18.1 Total Public $ 4,023.0 $ 3,757.2 $ 265.8 7.1% Total net sales in 2012 increased$525.8 million,or 5.5%,to$10,128.2 million,compared to $9,602.4 million in 2011.There were 254 and 255 selling days in the years ended December 31,2012 and 2011,respectively. On an average daily basis,total net sales increased 5.9%.The increase in total net sales was the result of general volume growth,market share gains, a more tenured sales force,and a continued focus on seller productivity across all areas of the organization.Our net sales growth for the year ended December 31,2012 reflected growth in notebooks/lnobile devices,netcomm products,software products,desktop computers and enterprise storage. Corporate segment net sales in 2012 increased$178.4 million,or 3.3%,compared to 2011.Within our Corporate segment,net sales to medium/large customers increased 3.8%between years,and net sales to small business customers increased 1.6%between years. Customers within the Corporate segment continued to take a more cautious approach to spending as increased macroeconomic uncertainty impacted decision-making and led to some customers delaying purchases. The increases in Corporate segment net sales were primarily a result of hardware growth,most notably in netcormm products, and unit volume growth in desktop computers. Software product growth,led by network management and security software, also contributed to the increase in net sales.Partially offsetting the growth was a decline in net sales of memory products due to several large orders in the second and third quarters of 2011 that did not recur. Public segment net sales in 2012 increased$265.8 million,or 7.1%,between years,driven by continued strong perfonnance in the healthcare customer channel.Net sales to healthcare customers increased$220.6 million,or 18.1%,between years,led by hardware growth,most notably in enterprise storage,and unit volume growth in netcolmn products,desktop computers and point of care technology carts. Software product growth also contributed to the increase in net sales in healthcare.The healthcare customer channel growth was primarily the result of deeper relationships with several group purchasing organizations and increased healthcare industry demand for IT products,as the healthcare industry continued its adoption of electronic medical records and point of care technologies.Net sales to government customers increased$50.6 million,or 3.8%,in 2012 compared to 2011 led by unit volume increases in sales of notebooks/lnobile devices,partially offset by a decline in net sales of netcolmn products.Net sales to education customers decreased$5.4 million,or 0.4%,between years,reflecting budget constraints.A decline in sales to K-12 customers was partially offset by growth in sales to higher education customers that was led by increased sales of netcolmn products,as higher education customers refreshed and added additional enterprise technology. Gross profit Gross profit increased$86.1 million,or 5.4%,to$1,669.6 million in 2012,compared to$1,583.5 million in 2011.As a percentage of total net sales,gross profit was 16.5%in both 2012 and 2011. Gross profit margin was positively impacted 10 basis points by a higher mix of colmmission and net service contract revenue.Fully offsetting these increases in gross profit margin were declines in vendor funding primarily due to program changes for certain vendors. Commission revenue,including agency fees earned on sales of software licenses and software assurance under enterprise agreements,has a positive impact on our gross profit margin,as we record the fee or commission as a component of net sales when earned and there is no corresponding cost of sales.Net service contract revenue,including items such as third-party services and warranties,also has a positive impact on gross profit margin as our cost paid to the vendor or third-party service provider is recorded as a reduction to net sales,resulting in net sales being equal to the gross profit on the transaction.Vendor funding includes purchase discounts, volume rebates and cooperative advertising. 41 Page 1131 of 1598 Table of Contents The gross profit margin may fluctuate based on various factors,including vendor incentive and inventory price protection programs,cooperative advertising funds classified as a reduction of cost of sales,product mix,net service contract revenue,connmission revenue,pricing strategies,market conditions,and other factors,any of which could result in changes in gross profit margins. Selling and administrative expenses Selling and administrative expenses increased$39.4 million,or 4.0%,to $1,029.5 million in 2012,compared to $990.1 million in 2011.As a percentage of total net sales,selling and administrative expenses decreased 10 basis points to 10.2%in 2012,down from 10.3%in 2011.The dollar increase in selling and administrative expenses was primarily due to higher payroll costs(excluding bonus compensation tied to Adjusted EBITDA)of$43.0 million.The higher payroll costs reflected in selling and administrative expenses were driven by increased sales colmmissions and other variable compensation costs consistent with higher sales and gross profit.While total coworker count increased by 59 coworkers,from 6,745 coworkers at December 31,2011 to 6,804 coworkers at December 31,2012,the increase was primarily comprised of service delivery coworkers,the cost of which is reflected in cost of sales. Other factors that increased selling and administrative expenses included a$5.8 million increase in health benefits due to higher claims costs and a higher average nulmber of participants in 2012 compared to 2011,a$5.3 million increase in depreciation and amortization expense related primarily to additional capital expenditures for information technology systems,and a$2.6 million increase in stock compensation expense, primarily due to incremental expense related to a modified Class B Colmmon Unit grant agreement with our fonner chief executive officer.Partially offsetting these increases was an$11.8 million decline in bonus compensation tied to Adjusted EBITDA,as perfonnance fell below target,$3.8 million of expenses related to the modification of our senior secured teen loan facility in 2011 that did not recur in 2012,and a$3.3 million decline in litigation expenses between years. The decrease in selling and administrative expenses as a percentage of sales of 10 basis points between years was driven by the decline in incentive compensation tied to Adjusted EBITDAperfonnance. Advertising expense Advertising expense increased$6.8 million,or 5.6%,to $129.5 million in 2012,compared to$122.7 million in 2011. As a percentage of net sales,advertising expense was 1.3%in both 2012 and 2011.The increase in advertising expense was due to a focus on continuing to advertise our solutions and products and to build our reputation as a leading IT solutions provider, primarily through targeted digital advertising,partially offset by decreases in expenditures for print advertising. Income from operations The following table presents income(loss)from operations by segment,in dollars and as a percentage of net sales,and the year-over-year percentage change in income(loss)from operations for the years ended December 31,2012 and 2011: Year Ended December 31,2012 Year Ended December 31,2011 Operating Operating Percent Change Dollars in Margin Dollars in Margin in Income(Loss) Millions Percentage Millions Percentage from Operations Segments:�l> Corporate $ 349.0 6.3% $ 331.6 6.2% 5.2% Public 246.7 6.1 233.3 6.2 5.7 Other 18.6 3.1 17.5 3.4 6.5 Headquarters(2) (103.7) nm* (111.7) nm* 7.2 Total income from operations $ 510.6 5.0% $ 470.7 4.9% 8.5% *Not meaningful (1) Segment income(loss)from operations includes the segment's direct operating income(loss)and allocations for Headquarters'costs,allocations for logistics services,certain inventory adjustments,and vol une rebates and cooperative advertising from vendors. (2) Includes Headquarters'function costs that are not allocated to the segments. Income from operations was$510.6 million in 2012,an increase of$39.9 million,or 8.5%,compared to$470.7 million in 2011.This increase was driven by higher net sales and gross profit,partially offset by higher selling and administrative expenses and advertising expense.Total operating margin percentage increased 10 basis points to 5.0%in 2012, 42 Page 1132 of 1598 Table of Contents compared to 4.9%in 2011. Operating margin percentage was positively impacted by the decrease in selling and administrative expenses as a percentage of net sales. Corporate segment income from operations was$349.0 million in 2012,an increase of$17.4 million,or 5.2%, compared to $331.6 million in 2011.This increase was primarily driven by higher net sales and gross profit margin,partially offset by higher selling and administrative expenses,resulting in a net increase in segment operating income before allocations of$14.4 million in 2012 compared to 2011.In addition,Corporate segment income from operations benefited from an increase of$2.5 million in income allocations from our logistics operations and a decrease of$0.5 million in Headquarters'expense allocations in 2012 compared to 2011.The improved profitability of our logistics operations was driven by stronger operating leverage given higher purchase volumes while support costs remained flat. Public segment income from operations was$246.7 million in 2012,an increase of$13.4 million,or 5.7%,compared to$233.3 million in 2011.This increase reflected higher segment operating income before allocations of$4.0 million as a result of increased net sales and gross profit dollars,partially offset by higher selling and administrative costs.In addition,Public segment income from operations benefited from an increase of$5.7 million in income allocations from our logistics operations and a decrease in Headquarters'expense allocations of$3.7 million in 2012 compared to 2011. Interest expense, net At December 31,2012,our outstanding long-tenn debt totaled$3,771.0 million,compared to$4,066.0 million at December 31,2011.Net interest expense in 2012 was$307.4 million,a decrease of$16.8 million compared to$324.2 million in 2011.Interest expense in 2011 included a benefit of$19.4 million,due to an adjustment to the long-tenn accrued interest liability associated with the extinguishment of$1,078.0 million of senior notes due 2015.The long-tenn accrued interest liability represents the difference between interest expense previously recognized under the effective interest method and actual interest paid. Of the remaining net decrease of$36.2 million,$27.2 million was due to lower effective interest rates and lower debt balances in 2012 compared to the prior year as a result of debt repayment and refinancing activities completed during 2011 and 2012.The remaining net decrease was primarily attributable to additional interest expense in 2011 related to the interest rate swaps that tenninated in January 2011,higher 2011 mark-to-market losses on interest rate caps,higher amortization of deferred financing costs in 2011 compared to 2012 and a 2012 benefit related to an adjustment to the long-tenn accrued interest liability associated with the extinguishment of$100.0 million of senior subordinated notes due 2017. Net loss on extinguishments of long-term debt During 2012,we recorded a net loss on extinguishments of long-tenn debt of$17.2 million compared to $118.9 million in 2011. In February and March 2012,we purchased or redeemed the remaining$129.0 million of senior notes due 2015, funded with the issuance of an additional$130.0 million of senior notes due 2019.As a result,we recorded a loss on extinguishment of long-tenn debt of$9.4 million,representing the difference between the purchase or redemption price of the senior notes due 2015 and the net carrying amount of the purchased debt,adjusted for the remaining unamortized deferred financing costs. In December 2012,we redeemed$100.0 million aggregate principal amount of senior subordinated notes.We recorded a loss on extinguishment of long-tenn debt of$7.8 million representing the difference between the redemption price and the net carrying amount of the purchased debt,adjusted for a portion of the unamortized deferred financing costs. In March 2011,we amended our senior secured teen loan facility and recorded a loss on extinguishment of long-tenn debt of$3.2 million,representing a write-off of a portion of the unamortized deferred financing costs on this facility. In April and May 2011,we purchased$1,078.0 million of senior notes due 2015,funded with the issuance of$1,175.0 million of senior notes due 2019.As a result,we recorded a loss on extinguishment of long-tenn debt of$114.1 million, representing the difference between the purchase price of the senior notes due 2015 at 109%of principal amount and the net carrying amount of the purchased debt,adjusted for a portion of the unamortized deferred financing costs. In June 2011,we entered into a new $900.0 million senior secured asset-based revolving credit facility,replacing the existing$800.0 million facility.As a result,we recorded a loss on extinguishment of long-tenn debt of$1.6 million representing a write-off of a portion of the unamortized deferred financing costs related to the previous facility. Income tax expense Income tax expense was$67.1 million in 2012,compared to$11.2 million in 2011.The effective income tax rate was 36.0%and 39.7%for 2012 and 2011,respectively. 43 Page 1133 of 1598 Table of Contents For 2012,the effective tax rate differed from the U.S.federal statutory rate primarily due to favorable adjustments to state tax credits which are partially offset by the unfavorable impact of adjustments to deferred taxes due to changes in state tax laws and pennanent differences.For 2011,the effective tax rate differed from the U.S.federal statutory rate primarily due to the unfavorable impact of pennanent differences offset by a benefit for state income taxes.The lower effective tax rate for 2012 as compared to 2011 was primarily driven by the impact of favorable adjustments to state tax credits in 2012 and the lower rate impact of pennanent differences in 2012 due to the significantly greater amount of pre-tax income. Net income Net income was$119.0 million in 2012,compared to $17.1 million in 2011.The 2012 and 2011 results included after tax losses on extinguishments of long-teen debt of$10.5 million and$72.5 million,respectively. Other significant factors and events causing the net changes from 2011 to 2012 are discussed above. Non-GAAP net income Non-GAAP net income was$247.1 million for the year ended December 31,2012,an increase of$48.3 million,or 24.3%,compared to$198.8 million for the year ended December 31,2011. We have included a reconciliation of Non-GAAP net income for the years ended December 31,2012 and 2011 below. Non-GAAP net income excludes,among other things,charges related to the amortization of acquisition-related intangibles, non-cash equity-based compensation and gains and losses from the early extinguishment of debt.Non-GAAP net income is considered a non-GAAP financial measure. Generally,a non-GAAP financial measure is a numerical measure of a company's perfonnance,financial position,or cash flows that either excludes or includes amounts that are not nonnally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP.Non-GAAP measures used by the Company may differ from similar measures used by other companies,even when similar teens are used to identify such measures.We believe that Non-GAAP net income provides helpful information with respect to our operating perfonnance and cash flows including our ability to meet our future debt service,capital expenditures and working capital requirements. (in millions) Years Ended December 31, 2012 2011 Net income $ 119.0 $ 17.1 Amortization of intangibles 163.7 165.7 Non-cash equity-based compensation 22.1 19.5 Net loss on extinguishments of long-teen debt 17.2 118.9 Interest expense adjustment related to extinguishments of long-term debt(2) (3.3) (19.4) Debt related refinancing costs(3) - 3.8 Aggregate adjustment for income taxes(4) (71.6) (106.8) Non-GAAP net income $ 247.1 $ 198.8 (1) Includes amortization expense for acquisition-related intangible assets,primarily customer relationships and trade naives. (2) Reflects adjustments to interest expense resulting from debt extinguishments.Represents the difference between interest expense previously recognized under the effective interest method and actual interest paid. (3) Reflects expenses for the March 2011 amendment to the prior teen loan facility. (4) Based on a nonnalized effective tax rate of 39.0%. Adjusted EBITDA Adjusted EBITDA was$766.6 million in 2012,an increase of$49.3 million,or 6.9%,compared to$717.3 million in 2011.As a percentage of net sales,Adjusted EBITDA was 7.6%and 7.5%in 2012 and 2011,respectively. We have included a reconciliation of EBITDA and Adjusted EBITDA for 2012 and 2011 in the table below.EBITDA is defined as consolidated net income before interest expense,income tax expense,depreciation and amortization.Adjusted EBITDA,which is a measure defined in our credit agreements,means EBITDA adjusted for certain items which are described in the table below.Both EBITDA and Adjusted EBITDA are considered non-GAAP financial measures. Generally,a non- GAAP financial measure is a numerical measure of a company's perfonnance,financial position or cash flows that either 44 Page 1134 of 1598 Table of Contents excludes or includes amounts that are not nonnally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP.Non-GAAP measures used by the Company may differ from similar measures used by other companies,even when similar teens are used to identify such measures.We believe that EBITDA and Adjusted EBITDA provide helpful information with respect to our operating perfonnance and cash flows including our ability to meet our future debt service,capital expenditures and working capital requirements.Adjusted EBITDA also provides helpful information as it is the primary measure used in certain financial covenants contained in our credit agreements. See"Selected Financial Data"included elsewhere in this report for a reconciliation of EBITDA to cash flows from operating activities. (in millions) Years Ended December 31, 2012 2011 Net income $ 119.0 $ 17.1 Depreciation and amortization 210.2 204.9 Income tax expense 67.1 11.2 Interest expense,net 307.4 324.2 EBITDA 703.7 557.4 Adjustments: Non-cash equity-based compensation 22.1 19.5 Sponsor fee 5.0 5.0 Consulting and debt-related professional fees 0.6 5.1 Net loss on extinguishments of long-tenn debt 17.2 118.9 Litigation,net(1) 4.3 - Other adjustments(2) 13.7 11.4 Total adjustments 62.9 159.9 Adjusted EBITDA $ 766.6 $ 717.3 (1) Relates to unusual,non-recurring litigation matters. (2) Other adjustments include certain retention costs and equity investment income. The following table sets forth a reconciliation of EBITDA to net cash provided by operating activities for the years ended December 31,2012 and 2011. Years Ended December 31, (in millions) 2012 2011 EBITDA $ 703.7 $ 557.4 Depreciation and amortization (210.2) (204.9) Income tax expense (67.1) (11.2) Interest expense,net (307.4) (324.2) Net income 119.0 17.1 Depreciation and amortization 210.2 204.9 Equity-based compensation expense 22.1 19.5 Deferred income taxes (56.3) (10.2) Allowance for doubtful accounts - 0.4 Amortization of deferred financing costs and debt premium 13.6 15.7 Net loss on extinguishments of long-term debt 17.2 118.9 Other 1.0 6.7 Changes in assets and liabilities (9.4) (158.3) Net cash provided by operating activities $ 317.4 $ 214.7 45 Page 1135 of 1598 Table of Contents Seasonality While we have not historically experienced significant seasonality throughout the year,sales in our Corporate segment,which primarily serves private sector business customers,are typically higher in the fourth quarter than in other quarters due to customers spending their remaining technology budget dollars at the end of the year.Additionally,sales in our Public segment have historically been higher in the third quarter than in other quarters primarily due to the buying patterns of the federal government and education customers. Liquidity and Capital Resources Overview We finance our operations and capital expenditures through a combination of internally generated cash from operations and from borrowings under our senior secured asset-based revolving credit facility.We believe that our current sources of funds will be sufficient to fund our cash operating requirements for the next year.In addition,we believe that,in spite of the uncertainty of future macroeconomic conditions,we have adequate sources of liquidity and funding available to meet our longer-tenn needs.However,there are a number of factors that may negatively impact our available sources of funds. The amount of cash generated from operations will be dependent upon factors such as the successful execution of our business plan and general economic conditions. On July 2,2013,we completed an IPO of 23,250,000 shares of common stock. On July 31,2013,we completed the sale of an additional 3,487,500 shares of common stock to the underwriters of the IPO pursuant to the underwriters'July 26, 2013 exercise in full of the overallotment option granted to them in connection with the IPO. Such shares were registered under the Securities Act of 1933,as amended,pursuant to our Registration Statement on Foran S-1,which was declared effective by the SEC on June 26,2013. Our shares of cornmon stock are listed on the NASDAQ Global Select Market under the symbol "CDW."Our shares of cornmon stock were sold to the underwriters at a price of$17.00 per share in the IPO and upon the exercise of the overallotment option,which together generated aggregate net proceeds of$424.7 million to us after deducting underwriting discounts,expenses and transaction costs. Using a portion of the net proceeds from the IPO,we paid a$24.4 million tennination fee to affiliates of the Sponsors in connection with the tennination of the management services agreement with such entities that was effective upon completion of the IPO and redeemed$175.0 million aggregate principal amount of senior secured notes due 2018.The redemption price of the senior secured notes due 2018 was 108.0%of the principal amount redeemed,plus$0.7 million of accrued and unpaid interest to the date of redemption.We used cash on hand to pay such accrued and unpaid interest.In connection with this redemption,we recorded a loss on extinguishment of long-tenn debt of$16.7 million in the consolidated statement of operations for the year ended December 31,2013.This loss represented$14.0 million in redemption premium and$2.7 million for the write-off of a portion of the remaining deferred financing costs related to the senior secured notes due 2018. On August 1,2013,we redeemed$324.0 million aggregate principal amount of senior subordinated notes due 2017. We used a portion of the net proceeds from the IPO to redeem$146.0 million aggregate principal amount of senior subordinated notes due 2017 and incremental borrowings of$190.0 million under the senior secured teen loan facility to redeem$178.0 million aggregate principal amount of senior subordinated notes due 2017.The redemption price of the senior subordinated notes due 2017 was 106.268%of the principal amount redeemed,plus$12.0 million of accrued and unpaid interest to the date of redemption.We used cash on hand to pay such accrued and unpaid interest.In connection with this redemption,we recorded a loss on extinguishment of long-tenn debt of$24.6 million in the consolidated statement of operations for the year ended December 31,2013.This loss represented$20.3 million in redemption premium and$4.3 million for the write-off of a portion of the remaining deferred financing costs related to the senior subordinated notes due 2017. On October 18,2013,we redeemed$155.0 million aggregate principal amount of senior subordinated notes due 2017 at a redemption price that was 104.178%of the principal amount redeemed plus$0.2 million in accrued and unpaid interest to the date of redemption.We used a combination of cash on hand and the net proceeds from the sale of shares of common stock related to the underwriters'July 26,2013 exercise in full of the overallotment option granted to them in connection with the IPO,in the amount of$56.0 million,to redeem the$155.0 million aggregate principal amount of senior subordinated notes due 2017,including the redemption premium and accrued and unpaid interest.In connection with this redemption,we recorded a loss on extinguishment of long-tenn debt of$8.5 million in the consolidated statement of operations during the year ended December 31,2013.This loss represented$6.5 million in redemption premium and$2.0 million for the write-off of a portion of the remaining deferred financing costs related to the senior subordinated notes due 2017. See "Subsequent Events"below for a description of refinancing transactions completed during 2014. 46 Page 1136 of 1598 Table of Contents On December 2,2013,we paid a cash dividend on our colmnon stock of$0.0425 per share to all stockholders of record as of the close of business on November 15,2013. On February 13,2014,we announced that our board of directors declared a quarterly cash dividend on our colmnon stock of$0.0425 per share.The dividend will be paid on March 10,2014 to all stockholders of record as of the close of business on February 25,2014.The payment of any future dividends will be at the discretion of our board of directors and will depend upon our results of operations,financial condition,business prospects,capital requirements,contractual restrictions,any potential indebtedness we may incur,restrictions imposed by applicable law,tax considerations and other factors that our board of directors deems relevant.In addition,our ability to pay dividends on our colmnon stock will be limited by restrictions on our ability to pay dividends or make distributions to our stockholders and on the ability of our subsidiaries to pay dividends or make distributions to us,in each case,under the teens of our current and any future agreements governing our indebtedness. In connection with the establishment of the MPK Incentive Plan II(the"MPK Plan")in 2007,we agreed to make charitable contributions in amounts equal to the net income tax benefits derived from payouts to participants under the MPK Plan(net of any related employer payroll tax costs).As of December 31,2013,we have accrued approximately$21 million related to this arrangement within other current liabilities.We expect to make the related cash contribution during the first quarter of 2014. See Note 10 of the accompanying audited consolidated financial statements for additional discussion of this arrangement. Cash Flows Cash flows from operating,investing and financing activities were as follows: (in millions) Years Ended December 31, 2013 2012 2011 Net cash provided by(used in): Operating activities $ 366.3 $ 317.4 $ 214.7 Investing activities (47.1) (41.7) (56.0) Net change in accounts payable-inventory financing 7.4 (29.5) 250.5 Other financing activities (175.7) (308.5) (345.9) Financing activities (168.3) (338.0) (95.4) Effect of exchange rate changes on cash and cash equivalents (0.7) 0.3 Net increase(decrease)in cash and cash equivalents T-1 5 0.2 $ (62.0) $ 63.3 Operating Activities Net cash provided by operating activities for 2013 increased$48.9 million compared to 2012.Net income adjusted for the impact of non-cash items such as depreciation and amortization,equity-based compensation expense and net loss on extinguishments of long-tenn debt was$413.4 million during 2013,compared to $326.8 million during 2012,an increase of $86.6 million.The increase in cash of$86.6 million reflected stronger operating results in 2013 compared to 2012.Net changes in assets and liabilities reduced cash by$47.1 million in 2013 compared to a reduction of$9.4 million in 2012,resulting in a change of$37.7 million between periods.While changes in assets and liabilities were relatively flat during 2012,during 2013, accounts receivable and accounts payable balances decreased and increased cash by$170.8 million and$146.1 million, respectively,primarily as a result of accelerated sales growth during the final month of 2013.Merchandise inventory also increased during 2013 to support strong sales order vola ne near the end of 2013. Net cash provided by operating activities for 2012 increased$102.7 million compared to 2011.The increase was primarily driven by changes in assets and liabilities,resulting in a$148.9 million increase in net cash provided by operating activities between periods.Despite a 2012 fourth quarter increase in net sales of 4.9%between years,accounts receivable remained relatively flat from the prior year end driven by improved collection results,particularly within the Public segment. Accounts receivable in 2011 represented a use of cash of$183.4 million,primarily due to a 2011 fourth quarter increase in net sales of 9.3%from the same period in the prior year.Merchandise inventory also contributed$36.1 million of the increase in cash between years driven by a return to more nonnalized inventory levels in 2012 following the build-up at the end of 2011 related to the hard drive shortage from the Thailand floods,along with a higher percentage of drop shipments from vendor partners and distributors in 2012 compared to 2011.Partially offsetting these factors in 2012 was a$54.1 million decrease in other assets as we collected$53.3 million in income tax refunds in 2011 that did not repeat in 2012.Net income adjusted for the impact of non-cash items such as losses on extinguishment of long-tenn debt was$326.8 million in 2012 compared to$373.0 million in 2011,or a decrease of$46.2 million.Improved operating perfonnance in 2012 drove higher net income between years,but also higher net cash income taxes paid.Net cash income taxes paid in 2012 were$123.2 million compared to a net 47 Page 1137 of 1598 Table of Contents cash tax refund of$20.9 million in 2011.In addition to the$53.3 million in cash tax refunds received in 2011,we also fully utilized our remaining federal net operating tax loss carryforwards during 2011. In order to manage our working capital and operating cash needs,we monitor our cash conversion cycle,defined as days of sales outstanding in accounts receivable plus days of supply in inventory minus days of purchases outstanding in accounts payable,based on a rolling three-month average.The following table presents the components of our cash conversion cycle: (in days) December 31, 2013 2012 2011 Days of sales outstanding(DSO)(1) 44 42 45 Days of supply in inventory (DIO)(2) 15 14 15 Days of purchases outstanding(DPO)(3) (35) (32) (32) Cash conversion cycle 24 24 28 (1) Represents the rolling three-month average of the balance of trade accounts receivable,net at the end of the period divided by average daily net sales for the same three-month period.Also incorporates components of other miscellaneous receivables. (2) Represents the rolling three-month average of the balance of inventory at the end of the period divided by average daily cost of goods sold for the same three-month period. (3) Represents the rolling three-month average of the combined balance of accounts payable-trade,excluding cash overdrafts,and accounts payable-inventory financing at the end of the period divided by average daily cost of goods sold for the same three-month period. The cash conversion cycle remained flat at 24 days for both December 31,2013 and 2012.The increase in DSO was primarily driven by an increase in receivables for third-party services such as software assurance and warranties.These services have an unfavorable impact on DSO as the receivable is recognized on the balance sheet on a gross basis while the corresponding sales amount in the statement of operations is recorded on a net basis.The DPO increase was primarily due to an increase in payables for third-party services,which offsets the related increase in DSO discussed above.These services have a favorable impact on DPO as the payable is recognized on the balance sheet without a corresponding cost of sales in the statement of operations because the cost paid to the vendor or third-party service provider is recorded as a reduction to net sales.The timing of quarter-end payments also had a favorable impact on DPO at December 31,2013.The increase in DIO was primarily due to an increase in inventory to support strong sales order volume near the end of 2013. The cash conversion cycle decreased to 24 days at December 31,2012 compared to 28 days at December 31,2011, driven by improvements in DSO and DIO.The DSO decline was primarily related to improved collections in the Public segment.The DIO decline was primarily related to an increase in the percentage of products delivered to customers via drop- shipment in 2012 compared to 2011,which had the effect of increasing cost of sales without a corresponding increase in inventory-related working capital. Investing Activities Net cash used in investing activities increased$5.4 million in 2013 compared to 2012. Capital expenditures were $47.1 million and$41.4 million for 2013 and 2012,respectively,primarily for improvements to our information technology systems during both years. Net cash used in investing activities in 2012 decreased$14.3 million compared to 2011.This decline was primarily due to a reduction in cash payments between years of$6.6 million related to interest rate swap agreements,as the$6.6 million paid in 2011 reflected the final payment upon tennination of the swap agreements on January 14,2011. Capital expenditures were $41.4 million and$45.7 million for 2012 and 2011,respectively,primarily for improvements to our information technology systems during both years.During 2012 and 2011,we paid$0.3 million and$3.7 million,respectively,for new interest rate cap agreements. Financing Activities Net cash used in financing activities decreased$169.7 million in 2013 compared to 2012.The decrease was primarily driven by various debt transactions during each period and our July 2013 IPO,which generated net proceeds of$424.7 million after deducting underwriting discounts,expenses and transaction costs.The net impact of our debt transactions resulted in cash outflows of$569.4 million and$310.6 million during 2013 and 2012,respectively,as cash was used in each period to reduce 48 Page 1138 of 1598 Table of Contents our total long-tenn debt.Debt transactions impacting each period presented are described below under"Long-Tenn Debt and Financing Arrangements." Net cash used in financing activities increased$242.6 million in 2012 compared to 2011.This change was primarily driven by 2011 net inflows from accounts payable-inventory financing of$250.5 million compared to 2012 outflows of$29.5 million,resulting in a total impact on the change in cash used in financing activities of$280.0 million from accounts payable- inventory financing.The reduction in cash during 2012 from accounts payable-inventory financing was primarily due to the tennination of one of our inventory financing agreements in the first quarter of 2012,with amounts owed for subsequent purchases being included in accounts payable-trade on the consolidated balance sheet and classified as cash flows from operating activities on the consolidated statement of cash flows.As discussed below under"Inventory Financing Arrangements,"in June 2011 we entered into a new inventory financing agreement with a financial intennediary to facilitate the purchase of inventory from a certain vendor.Inventory purchases from this vendor under the June 2011 inventory financing agreement are included in accounts payable-inventory financing and reported as cash flows from financing activities.The net impact of our debt transactions resulted in cash outflows of$310.6 million during 2012 and$346.5 million during 2011 as cash was used in each period to reduce our total long-tenn debt.Debt transactions impacting each period presented are described below under"Long-Tenn Debt and Financing Arrangements." Long-Term Debt and Financing Arrangements Long-tern debt was as follows: (dollars in millions) December 31, Interest Rate(1) 2013 2012 Senior secured asset-based revolving credit facility —% $ — $ — Senior secured teen loan facility 3.25% 1,528.9 1,339.5 Unamortized discount on senior secured term loan facility (4.4) — Senior secured notes due 2018 8.0% 325.0 500.0 Senior notes due 2019 8.5% 1,305.0 1,305.0 Unamortized premium on senior notes due 2019 4.2 5.0 Senior subordinated notes due 2017 12.535% 92.5 621.5 Total long-tenn debt 3,251.2 3,771.0 Less current maturities of long-term debt (45.4) (40.0) Long-teen debt,excluding current maturities $ 3,205.8 $ 3,731.0 (1) Interest rate at December 31,2013. At December 31,2013,we were in compliance with the covenants under our various credit agreements and indentures as described below.Under the indentures governing the 8.5% Senior Notes due 2019 and 8.0% Senior Secured Notes due 2018, which contain the most restrictive restricted payment provisions in our various credit agreements and indentures,CDW LLC and its restricted subsidiaries are generally restricted from paying dividends and making other restricted payments unless CDW LLC could incur an additional dollar of indebtedness under its fixed charges ratio covenant and the amount of such dividend or other restricted payment,together with the amount of all other dividends and restricted payments made from January 1,2011 through the end of the most recently ended fiscal quarter,is less than the sum of 50%of cumulative consolidated net income or 100%of any consolidated net loss incurred over the period plus the amount of certain other items occurring during that period that increase(and in some cases decrease)the amounts available for such payments.For the purpose of detennining restricted payment capacity,consolidated net income or loss includes certain adjustments that are defined in the indentures.At December 31,2013,the amount of cumulative consolidated net income free of restrictions under the credit agreements and indentures ("Restricted Payment Capacity")was$148.0 million.However,the transactions described below under"Subsequent Events" have since reduced the Restricted Payment Capacity to approximately$89 million. Senior Secured Asset-Based Revolving Credit Facility("Revolving Loan') At December 31,2013,we had no outstanding borrowings under the Revolving Loan,$2.2 million of undrawn letters of credit and$256.7 million reserved related to the floorplan sub-facility. On June 24,2011,we entered into the Revolving Loan,a five-year$900.0 million senior secured asset-based revolving credit facility,with the facility being available to us for borrowings,issuance of letters of credit and floorplan financing for certain vendor products.The Revolving Loan matures on June 24,2016.The Revolving Loan replaced our previous revolving loan credit facility that was to mature on October 12,2012.In connection with the tennination of the 49 Page 1139 of 1598 Table of Contents previous facility,we recorded a loss on extinguishment of long-tenn debt of$1.6 million in the consolidated statement of operations for the year ended December 31,2011,representing a write-off of a portion of unamortized deferred financing costs. Fees of$7.2 million related to the Revolving Loan were capitalized as deferred financing costs and are being amortized over the teen of the facility on a straight-line basis. As described in Note 5 to the consolidated financial statements,we have entered into agreements with certain financial intennediaries to facilitate the purchase of inventory from various suppliers.In connection with the floorplan sub-facility,we entered into the Revolving Loan inventory financing agreement.Amounts outstanding under the Revolving Loan inventory financing agreement are unsecured and noninterest bearing.We will either pay the outstanding Revolving Loan inventory financing agreement amounts when they become due,or the Revolving Loan's administrative agent will automatically initiate an advance on the Revolving Loan and use the proceeds to pay the balance on the due date.At December 31,2013,the financial intennediary reported an outstanding balance of$246.8 million under the Revolving Loan inventory financing agreement.The total amount reported on the consolidated balance sheet as accounts payable-inventory financing related to the Revolving Loan inventory financing agreement is$9.3 million more than the$246.8 million owed to the financial intennediary due to differences in the timing of reporting activity under the Revolving Loan inventory financing agreement.The outstanding balance reported by the financial intennediary excludes$9.9 million in reserves for open orders that reduce the availability under the Revolving Loan. Changes in cash flows from the Revolving Loan inventory financing agreement are reported in financing activities on the consolidated statements of cash flows. Borrowings under the Revolving Loan bear interest at a variable interest rate plus an applicable margin.The variable interest rate is based on one of two indices,either(i)LIBOR,or(ii)the Alternate Base Rate("ABR")with the ABR being the greatest of(a)the prime rate,(b)the federal funds effective rate plus 50 basis points or(c)the one-month LIBOR plus 1.00%. The applicable margin varies(2.00%to 2.50%for LIBOR borrowings and 1.00%to 1.50%for ABR borrowings)depending upon our average daily excess cash availability under the agreement and is subject to a reduction of 0.25%if,and for as long as,the senior secured leverage ratio is less than 3.0.The senior secured leverage ratio is defined as the ratio of senior secured debt(including amounts owed under certain inventory floorplan arrangements)less cash and cash equivalents,to Adjusted EBITDA,a non-GAAP measure,for the four most recently ended fiscal quarters.For the four quarters ended December 31, 2013,the senior secured leverage ratio was 2.1. Availability under the Revolving Loan is limited to (a)the lesser of the revolving cornmitment of$900.0 million and the amount of the borrowing base less(b)outstanding borrowings,letters of credit,and amounts outstanding under the Revolving Loan inventory financing agreement plus a reserve of 15%of open orders.The borrowing base is(a)the stun of the products of the applicable advance rates on eligible accounts receivable and on eligible inventory as defined in the agreement less(b)any reserves.At December 31,2013,the borrowing base was$1,065.5 million based on the amount of eligible inventory and accounts receivable balances as of November 30,2013.We could have borrowed up to an additional$641.1 million under the Revolving Loan at December 31,2013.The fee on the unused portion of the Revolving Loan ranges from 25 basis points to either 37.5 or 50 basis points,depending on the amount of utilization. CDW LLC is the borrower under the Revolving Loan.All obligations under the Revolving Loan are guaranteed by Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries.Borrowings under the Revolving Loan are collateralized by a first priority interest in inventory(excluding inventory collateralized under the inventory floorplan arrangements as described in Note 5),deposits,and accounts receivable,and a second priority interest in substantially all other assets.The Revolving Loan contains negative covenants that,among other things,place restrictions and limitations on the ability of Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries to dispose of assets,incur additional indebtedness,incur guarantee obligations,prepay other indebtedness,make distributions or other restricted payments,create liens,make equity or debt investments,make acquisitions,engage in mergers or consolidations,or engage in certain transactions with affiliates.The Revolving Loan also includes maintenance of a minimum average daily excess cash availability requirement. Should we fall below the minimum average daily excess cash availability requirement for five consecutive business days,we become subject to a fixed charge coverage ratio until such time as the daily excess cash availability requirement is met for 30 consecutive business days. Senior Secured Term Loan Facility On April 29,2013,we entered into a new seven-year,$1,350.0 million aggregate principal amount senior secured teen loan facility (the "Tenn Loan").The Tenn Loan was issued at a price that was 99.75%of par,which resulted in a discount of $3.4 million. Substantially all of the proceeds from the Tenn Loan were used to repay the$1,299.5 million outstanding aggregate principal amount of the prior senior secured teen loan facility (the "Prior Tenn Loan Facility").In connection with this refinancing,we recorded a loss on extinguishment of long-tenn debt of$10.3 million in the consolidated statement of operations for the year ended December 31,2013.This loss represented a write-off of the remaining unamortized deferred financing costs related to the Prior Tenn Loan Facility. 50 Page 1140 of 1598 Table of Contents On July 31,2013,we borrowed an additional$190.0 million aggregate principal amount under the Tenn Loan at a price that was 99.25%of par,which resulted in a discount of$1.4 million. Such proceeds were used to redeem a portion of outstanding Senior Subordinated Notes.The discounts are reported on the consolidated balance sheet as a reduction to the face amount of the Tenn Loan and are being amortized to interest expense over the term of the related debt.Fees of$6.1 million related to the Tenn Loan were capitalized as deferred financing costs and are being amortized over the teen of the facility using the effective interest method. Borrowings under the Tenn Loan bear interest at either(a)the alternate base rate("ABR")plus a margin or(b)LIBOR plus a margin;provided that for the purposes of the Tenn Loan,LIBOR shall not be less than 1.00%per anntun at any time ("LIBOR Floor").The margin is based upon a net leverage ratio as defined in the agreement governing the Tenn Loan,ranging from 1.25%to 1.50%for ABR borrowings and 2.25%to 2.50%for LIBOR borrowings.An interest rate of 3.25%,LIBOR Floor plus a 2.25%margin,was in effect during the three-month period ended December 31,2013. Unlike the Prior Tenn Loan Facility,the Tenn Loan does not include a senior secured leverage ratio requirement or a hedging requirement.Additionally,the definition of debt under the Tenn Loan was revised to exclude amounts outstanding under our inventory financing agreements.The Tenn Loan is subject to certain requirements as was the Prior Tenn Loan Facility to make mandatory annual excess cash flow prepayments under designated circumstances,including(i)aprepayment in an amount equal to 50%of our excess cash flow for a fiscal year(the percentage rate of which decreases to 25%when the total net leverage ratio,as defined in the governing agreement,is less than or equal to 5.5 but greater than 4.5; and decreases to 0%when the total net leverage ratio is less than or equal to 4.5),and(ii)the net cash proceeds from the incurrence of certain additional indebtedness by us or our subsidiaries.The total net leverage ratio was 3.8 at December 31,2013. We are required to pay quarterly principal installments equal to 0.25%of the original principal amount of the Tenn Loan,with the remaining principal amount payable on the maturity date of April 29,2020.The quarterly principal installment payments commenced during the quarter ended June 30,2013.At December 31,2013,the outstanding principal amount of the Tenn Loan was$1,528.9 million,excluding$4.4 million in unamortized discount. We have interest rate cap agreements in effect through January 14,2015 with a combined notional amount of$1,150.0 million.These cap agreements have not been designated as cash flow hedges of interest rate risk for GAAP accounting purposes. Of the total$1,150.0 million notional amount,$500.0 million entitle us to payments from the counterparty of the amount,if any,by which three-month LIBOR exceeds 3.5%during the agreement period.The remaining cap agreements with a notional amount of$650.0 million entitle us to payments from the counterparty of the amount,if any,by which the three-month LIBOR exceeds 1.5%during the agreement period.The fair value of our interest rate cap agreements was zero at December 31, 2013 and$0.1 million at December 31,2012. During the first quarters of 2013,2012 and 2011,we made principal prepayments totaling$40.0 million,$201.0 million and$132.0 million,respectively,under the Prior Tenn Loan Facility.These prepayments satisfied the excess cash flow payment provision of the Prior Tenn Loan Facility with respect to the years ended December 31,2012,2011 and 2010, respectively. On March 11,2011,we entered into an amendment to the Prior Tenn Loan Facility,which became effective on March 14,2011.In connection with this amendment,we recorded a loss on extinguishment of long-tenn debt of$3.2 million in the consolidated statement of operations for the year ended December 31,2011.This loss represented a write-off of a portion of the unamortized deferred financing costs related to the Prior Tenn Loan Facility. CDW LLC is the borrower under the Tenn Loan.All obligations under the Tenn Loan are guaranteed by Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries.The Tenn Loan is collateralized by a second priority interest in substantially all inventory (excluding inventory collateralized under the inventory floorplan arrangements as described in Note 5 to the consolidated financial statements),deposits,and accounts receivable,and by a first priority interest in substantially all other assets.The Tenn Loan contains negative covenants that,among other things,place restrictions and limitations on the ability of Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries to dispose of assets,incur additional indebtedness,incur guarantee obligations,prepay other indebtedness,make distributions or other restricted payments,create liens,make equity or debt investments,make acquisitions,engage in mergers or consolidations,or engage in certain transactions with affiliates. 8.0% Senior Secured Notes due 2018("Senior Secured Notes') The Senior Secured Notes were issued on December 17,2010 and will mature on December 15,2018.At December 31,2013,the outstanding principal amount of the Senior Secured Notes was$325.0 million. 51 Page 1141 of 1598 Table of Contents On July 2,2013,we used a portion of the net proceeds from the IPO to redeem$175.0 million aggregate principal amount of Senior Secured Notes.The redemption price of the Senior Secured Notes was 108.0%of the principal amount redeemed,plus$0.7 million of accrued and unpaid interest to the date of redemption.We used cash on hand to pay such accrued and unpaid interest.In connection with this redemption,we recorded a loss on extinguishment of long-tenn debt of $16.7 million in the consolidated statement of operations for the year ended December 31,2013.This loss represented$14.0 million in redemption premitun and$2.7 million for the write-off of a portion of the remaining deferred financing costs related to the Senior Secured Notes. CDW LLC and CDW Finance Corporation are the co-issuers of the Senior Secured Notes and the obligations under the notes are guaranteed by Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries.The Senior Secured Notes are secured on a pari passu basis with the Tenn Loan by a second priority interest in substantially all inventory (excluding inventory collateralized under the inventory floorplan arrangements as described in Note 5 to the consolidated financial statements),deposits,and accounts receivable,and by a first priority interest in substantially all other assets.The Senior Secured Note indenture contains negative covenants that,among other things,place restrictions and limitations on the ability of Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries to dispose of assets,incur additional indebtedness,incur guarantee obligations,prepay other indebtedness,make distributions or other restricted payments,create liens,make equity or debt investments,make acquisitions,engage in mergers or consolidations,or engage in certain transactions with affiliates.The Senior Secured Note indenture does not contain any financial covenants. 11.0% Senior Exchange Notes due 2015("Senior Exchange Notes'); 11.5%112.25% Senior PIKElection Exchange Notes due 2015("PIKElection Notes"together with the Senior Exchange Notes, the "Senior Notes due 2015') At December 31,2013,there were no outstanding Senior Notes due 2015. On April 13,2011,we completed a cash tender offer(the"Initial Senior Notes due 2015 Tender Offer")and purchased $665.1 million aggregate principal amount of Senior Notes due 2015 comprised of$519.2 million of the Senior Exchange Notes and$145.9 million of the PIK Election Notes.We concurrently issued$725.0 million aggregate principal amount of Senior Notes(as defined below).The proceeds from this offering,together with cash on hand and borrowings under the then- outstanding revolving loan credit facility,were used to fund the purchase of the tendered Senior Notes due 2015,including $665.1 million aggregate principal amount of Senior Notes due 2015,$59.9 million in tender offer premium and$36.5 million of accrued and unpaid interest,along with transaction fees and expenses. On May 20,2011,we completed a follow-on cash tender offer(the"Follow-on Senior Notes due 2015 Tender Offer," and together with the Initial Senior Notes due 2015 Tender Offer,the"Senior Notes due 2015 Tender Offers")and purchased an additional$412.8 million aggregate principal amount of Senior Notes due 2015 comprised of$321.4 million of the Senior Exchange Notes and$91.4 million of the PIK Election Notes.We concurrently issued$450.0 million in aggregate principal amount of additional Senior Notes.The proceeds from this offering,together with cash on hand and borrowings under the then- outstanding revolving loan credit facility,were used to fund the purchase of the tendered Senior Notes due 2015,including $412.8 million aggregate principal amount of Senior Notes due 2015,$37.2 million in tender offer premium and$4.5 million of accrued and unpaid interest,along with transaction fees and expenses. In connection with the Senior Notes due 2015 Tender Offers,we recorded a loss on extinguishment of long-tenn debt of$114.1 million in the consolidated statement of operations for the year ended December 31,2011.This loss represented $97.0 million in tender offer premiums and$17.1 million for the write-off of a portion of the unamortized deferred financing costs related to the Senior Notes due 2015.In connection with the issuance of Senior Notes,fees of$19.1 million were capitalized as deferred financing costs and are being amortized over the tenn of the notes using the effective interest method. On February 2,2012,we commenced a tender offer to purchase any and all of the remaining$129.0 million aggregate principal amount of Senior Notes due 2015. On February 17,2012,we accepted for purchase$120.6 million aggregate principal amount of the outstanding Senior Notes due 2015 that were tendered. On March 5,2012,we accepted for purchase an additional$0.1 million aggregate principal amount of the outstanding Senior Notes due 2015 that were tendered prior to the expiration of the tender offer on March 2,2012. On March 19,2012,we redeemed the remaining$8.3 million aggregate principal amount that was not tendered. We funded the purchases and redemptions of the Senior Notes due 2015 with the issuance of$130.0 million aggregate principal amount of additional Senior Notes on February 17,2012.The proceeds from this issuance,together with cash on hand and borrowings under the Revolving Loan,funded the payment of$129.0 million aggregate principal amount of Senior Notes due 2015,$7.9 million in tender and redemption premiums and$5.0 million of accrued and unpaid interest,along with transaction fees and expenses. 52 Page 1142 of 1598 Table of Contents In connection with these transactions,we recorded a loss on extinguishment of long-tenn debt of$9.4 million in the consolidated statement of operations for the year ended December 31,2012.This loss represented$7.9 million in tender and redemption premiums and$1.5 million for the write-off of the remaining unamortized deferred financing costs related to the Senior Notes due 2015. 8.5% Senior Notes due 2019("Senior Notes') At December 31,2013,the outstanding principal amount of Senior Notes was$1,305.0 million,excluding$4.2 million in unamortized premium.The Senior Notes mature on April 1,2019. On February 17,2012,we issued$130.0 million aggregate principal amount of additional Senior Notes at an issue price of 104.375%of par.The$5.7 million premitun received is reported on the consolidated balance sheet as an addition to the face amount of the Senior Notes and is being amortized as a reduction of interest expense over the teen of the related debt. As discussed above,on April 13,2011,we issued$725.0 million aggregate principal amount of Senior Notes and on May 20,2011,we issued an additional$450.0 million aggregate principal amount of Senior Notes.The proceeds from these issuances together with cash on hand and borrowings under the then-outstanding revolving loan credit facility were used to fund the Senior Notes due 2015 Tender Offers. CDW LLC and CDW Finance Corporation are the co-issuers of the Senior Notes. Obligations under the Senior Notes are guaranteed on an unsecured senior basis by Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries.The Senior Note indenture contains negative covenants that,among other things,place restrictions and limitations on the ability of Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries to dispose of assets, incur additional indebtedness,incur guarantee obligations,prepay other indebtedness,make distributions or other restricted payments,create liens,make equity or debt investments,make acquisitions,engage in mergers or consolidations,or engage in certain transactions with affiliates.The Senior Notes do not contain any financial covenants. 12.535% Senior Subordinated Exchange Notes due 2017("Senior Subordinated Notes') At December 31,2013,the outstanding principal amount of the Senior Subordinated Notes was$92.5 million.The Senior Subordinated Notes have a maturity date of October 12,2017. On October 18,2013,we redeemed$155.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 104.178%of the principal amount redeemed.A combination of cash on hand and the net proceeds from the sale of shares of cornmon stock related to the underwriters'July 26,2013 exercise in full of the overallotment option granted to them in connection with the IPO,in the amount of$56.0 million,was used to fund the redemption of$155.0 million aggregate principal amount,$6.5 million of redemption premium and$0.2 million in accrued and unpaid interest to the date of redemption. See Note 9 in the consolidated financial statements for additional discussion of the underwriters'overallotment option.In connection with this redemption,we recorded a loss on extinguishment of long-tenn debt of$8.5 million in the consolidated statement of operations for the year ended December 31,2013.This loss represented$6.5 million in redemption premium and$2.0 million for the write-off of a portion of the remaining unamortized deferred financing costs related to the Senior Subordinated Notes. On August 1,2013,we redeemed$324.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 106.268%of the principal amount redeemed.We used a portion of the net proceeds from the IPO to redeem$146.0 million aggregate principal amount of Senior Subordinated Notes and incremental borrowings of$190.0 million under the Tenn Loan to redeem$178.0 million aggregate principal amount of Senior Subordinated Notes.We used cash on hand to pay$12.0 million of accrued and unpaid interest to the date of redemption.In connection with this redemption,we recorded a loss on extinguishment of long-tenn debt of$24.6 million in the consolidated statement of operations for the year ended December 31,2013.This loss represented$20.3 million in redemption premium and$4.3 million for the write-off of a portion of the remaining deferred financing costs related to the Senior Subordinated Notes. On March 8,2013,we redeemed$50.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 106.268%of the principal amount redeemed. Cash on hand was used to fund the redemption of$50.0 million aggregate principal amount,$3.1 million of redemption premium and$2.5 million in accrued and unpaid interest to the date of redemption.In connection with this redemption,we recorded a loss on extinguishment of long-tenn debt of$3.9 million in the consolidated statement of operations for the year ended December 31,2013.This loss represented$3.1 million in redemption premium and$0.8 million for the write-off of a portion of the remaining unamortized deferred financing costs related to the Senior Subordinated Notes. 53 Page 1143 of 1598 Table of Contents On December 21,2012,we redeemed$100.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 106.268%of the principal amount redeemed. Cash on hand was used to fund the redemption of $100.0 million aggregate principal amount,$6.3 million of redemption premium and$2.3 million in accrued and unpaid interest to the date of redemption.In connection with this redemption,we recorded a loss on extinguishment of long-tenn debt of$7.8 million in the consolidated statement of operations for the year ended December 31,2012.This loss represented$6.3 million in redemption premium and$1.5 million for the write-off of a portion of the remaining unamortized deferred financing costs related to the Senior Subordinated Notes. CDW LLC and CDW Finance Corporation are the co-issuers of the Senior Subordinated Notes. Obligations under the Senior Subordinated Notes are guaranteed on an unsecured senior basis by Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries.The Senior Subordinated Note indenture contains negative covenants that,among other things,place restrictions and limitations on the ability of Parent and each of CDW LLC's direct and indirect, 100%owned, domestic subsidiaries to dispose of assets,incur additional indebtedness,incur guarantee obligations,prepay other indebtedness,make distributions or other restricted payments,create liens,make equity or debt investments,make acquisitions, engage in mergers or consolidations,or engage in certain transactions with affiliates.The Senior Subordinated Notes do not contain any financial covenants. Inventor v Financing Agreements We have entered into agreements with certain financial intennediaries to facilitate the purchase of inventory from various suppliers under certain teens and conditions,as described below.These amounts are classified separately as accounts payable-inventory financing on the consolidated balance sheets.We do not incur any interest expense associated with these agreements as balances are paid when they are due. The following table presents the amounts included in accounts payable-inventory financing: (in millions) December 31, 2013 2012 Revolving Loan inventory financing agreement $ 256.1 $ 248.3 Other inventory financing agreements 0.5 0.9 Accounts payable-inventory financing $ 256.6 $ 249.2 We maintain a senior secured asset-based revolving credit facility as described in Note 7 to our consolidated financial statements,which incorporates a$400.0 million floorplan sub-facility to facilitate the purchase of inventory from a certain vendor.In connection with the floorplan sub-facility,we maintain the Revolving Loan inventory financing agreement.Amounts outstanding under the Revolving Loan inventory financing agreement are unsecured and non-interest bearing.At December 31, 2013 and 2012,we reported$256.1 million and$248.3 million,respectively,for this agreement within accounts payable- inventory financing on the consolidated balance sheets. We also maintain other inventory financing agreements with financial intennediaries to facilitate the purchase of inventory from certain vendors.At December 31,2013 and 2012,amounts owed under other inventory financing agreements of $0.5 million and$0.9 million,respectively,were collateralized by the inventory purchased under these financing agreements and a second lien on the related accounts receivable. Contractual Obligations We have future obligations under various contracts relating to debt and interest payments,operating leases and asset retirement obligations.The following table presents our estimated future payments under contractual obligations that existed as of December 31,2013,based on undiscounted amounts. 54 Page 1144 of 1598 Table of Contents (in millions) Payments Due by Period Total <1 year 1-3 years 4-5 years >5 years Revolving Loan�1� $ — $ — $ — $ — $ — Tenn Loan(2) 1,832.7 64.9 128.3 126.3 1,513.2 Senior Secured Notes(3) 455.0 26.0 52.0 377.0 — Senior Notes(3) 1,915.1 110.9 221.9 221.9 1,360.4 Senior Subordinated Notes(3) 124.8 38.8 15.7 70.3 — Operating leases(4) 89.2 17.9 30.9 19.7 20.7 Asset retirement obligations(5) 0.5 — 0.5 — — Total $ 4,417.3 $ 258.5 $ 449.3 $ 815.2 $ 2,894.3 (1) Includes only principal payments.Excludes interest payments and fees related to this facility because of variability with respect to the tuning of advances and repayments. (2) Includes future principal and cash interest payments on long-tenn borrowings through scheduled maturity dates. Interest payments for variable rate debt were calculated using interest rates as of December 31,2013.Excluded from these amounts are the amortization of debt issuance and other costs related to indebtedness. (3) Includes future principal and cash interest payments on long-tenn borrowings through scheduled maturity dates. Interest on the Senior Secured Notes, Senior Notes and Senior Subordinated Notes is calculated using the stated interest rate.Excluded from these amounts are the amortization of debt issuance and other costs related to indebtedness. See "Subsequent Events"for a description of refinancing transactions completed during 2014. (4) Includes the minimum lease payments for non-cancelable leases of properties and equipment used in our operations. (5) Represent commitments to return property subject to operating leases to original condition upon lease tennination. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition,changes in financial condition,revenues or expenses,results of operations,liquidity,capital expenditures or capital resources. Inflation Inflation has not had a material impact on our operating results.We generally have been able to pass along price increases to our customers,though certain economic factors and technological advances in recent years have tended to place downward pressure on pricing.We also have been able to generally offset the effects of inflation on operating costs by continuing to emphasize productivity improvements and by accelerating our overall cash conversion cycle.There can be no assurances,however,that inflation would not have a material impact on our sales or operating costs in the future. Commitments and Contingencies We are party to various legal proceedings that arise in the ordinary course of our business,which include coimnercial, intellectual property,employment,tort and other litigation matters.We are also subject to audit by federal,state and local authorities,and by various partners and large customers,including govennnent agencies,relating to purchases and sales under various contracts.In addition,we are subject to indemnification claims under various contracts.From time to time,certain of our customers file voluntary petitions for reorganization or liquidation under the U.S.bankruptcy laws.In such cases,certain pre-petition payments received by us could be considered preference items and subject to return to the bankruptcy administrator. As of December 31,2013,we do not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters,if any,has been incurred.However,the ultimate resolutions of these proceedings and matters are inherently unpredictable.As such,our financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters. We previously filed a claim as part of a class action settlement in a case alleging price fixing during the period of January 1, 1996 through December 31,2006,by certain manufacturers of thin-film liquid crystal display panels. On July 13, 2013,the United Stated District Court for the Northern District of California approved distribution of the settlement proceeds, including a net payment to us of$10.4 million after fees and expenses.We have recognized a pre-tax benefit of$10.4 million within selling and administrative expenses in the consolidated statement of operations for the year ended December 31,2013. 55 Page 1145 of 1598 Table of Contents The first of two settlement payments was received by us on July 29,2013 in the amount of$8.5 million.The balance of$1.9 million was received in February 2014. Critical Accounting Policies and Estimates The preparation of financial statements in accordance with GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances,the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources.Actual results could differ from those estimates. In Note 1 to the accompanying audited consolidated financial statements,we include a discussion of the significant accounting policies used in the preparation of our consolidated financial statements.We believe the following are the most critical accounting policies and estimates that include significant judgments used in the preparation of our financial statements. We consider an accounting policy or estimate to be critical if it requires assumptions to be made that were uncertain at the time they were made,and if changes in these assumptions could have a material impact on our financial condition or results of operations. Revenue Recognition We are a primary distribution channel for a large group of vendors and suppliers,including OEMs,software publishers and wholesale distributors.We record revenue from sales transactions when title and risk of loss are passed to our customer, there is persuasive evidence of an arrangement for sale,delivery has occurred and/or services have been rendered,the sales price is fixed or detenninable,and collectability is reasonably assured. Our shipping teens typically specify F.O.B.destination, at which time title and risk of loss have passed to the customer. Revenues from the sales of hardware products and software products and licenses are generally recognized on a gross basis with the selling price to the customer recorded as sales and the acquisition cost of the product recorded as cost of sales. These items can be delivered to customers in a variety of ways,including(i)as physical product shipped from our warehouse, (ii)via drop-shipment by the vendor or supplier,or(iii)via electronic delivery for software licenses.At the time of sale,we record an estimate for sales returns and allowances based on historical experience. Our vendor partners warrant most of the products we sell. We leverage drop-shipment arrangements with many of our vendors and suppliers to deliver products to our customers without having to physically hold the inventory at our warehouses,thereby increasing efficiency and reducing costs.We recognize revenue for drop-shipment arrangements on a gross basis upon delivery to the customer with contract teens that typically specify F.O.B.destination.We recognize revenue on a gross basis as the principal in the transaction because we are the primary obligor in the arrangement,we assume inventory risk if the product is returned by the customer,we set the price of the product charged to the customer,we assume credit risk for the amounts invoiced,and we work closely with our customers to detennine their hardware and software specifications.These arrangements generally represent approximately 40%to 50%of total net sales,including approximately 10%to 15%related to electronic delivery for software licenses. Revenue from professional services is either recognized as provided for services billed at an hourly rate or recognized using a proportional perfonnance model for services provided at a fixed fee.Revenue from cloud computing solutions including Software as a Service("SaaS")and Infrastructure as a Service("IaaS")arrangements,as well as data center services such as managed and remote managed services,server co-location,internet connectivity and data backup and storage,is recognized over the period service is provided. We also sell certain products for which we act as an agent.Products in this category include the sale of third-party services,warranties,software assurance("SA")and third-party hosted SaaS and IaaS arrangements. SA is a product that allows customers to upgrade,at no additional cost,to the latest technology if new applications are introduced during the period that the SA is in effect.These sales do not meet the criteria for gross sales recognition,and thus are recognized on a net basis at the time of sale.Under net sales recognition,the cost paid to the vendor or third-party service provider is recorded as a reduction to sales,resulting in net sales being equal to the gross profit on the transaction. Our larger customers are offered the opportunity by certain of our vendors to purchase software licenses and SA under enterprise agreements("EAs").Under EAs,customers are considered to be compliant with applicable license requirements for the ensuing year,regardless of changes to their employee base. Customers are charged an annual true-up fee for changes in the number of users over the year.With most EAs,our vendors will transfer the license and bill the customer directly,paying resellers such as us an agency fee or cornmission on these sales.We record these fees as a component of net sales as earned and 56 Page 1146 of 1598 Table of Contents there is no corresponding cost of sales amount.In certain instances,we bill the customer directly under an EA and account for the individual items sold based on the nature of the item. Our vendors typically dictate how the EA will be sold to the customer. From time to time,we sell some of our products and services as part of bundled contract arrangements containing multiple deliverables,which may include a combination of the products and services.For each deliverable that represents a separate unit of accounting,total arrangement consideration is allocated based upon the relative selling prices of each element. The allocated arrangement consideration is recognized as revenue in accordance with the principles described above. Selling prices are detennined by using vendor specific objective evidence("VSOE")if it exists. Otherwise,selling prices are detennined using third party evidence("TPE").If neither VSOE or TPE is available,we use our best estimate of selling prices. We record freight billed to our customers as net sales and the related freight costs as a cost of sales. Deferred revenue includes(1)payments received from customers in advance of providing the product or perfonning services,and(2)amounts deferred if other conditions of revenue recognition have not been met. We perforin an analysis of the estimated number of days of sales in-transit to customers at the end of each period based on a weighted-average analysis of corn mercial delivery teens that includes drop-shipment arrangements.This analysis is the basis upon which we estimate the amount of sales in-transit at the end of the period and adjust revenue and the related costs to reflect only what has been received by the customer. Changes in delivery patterns may result in a different number of business days used in making this adjustment and could have a material impact on our revenue recognition for the period. Inventory Valuation Inventory is valued at the lower of cost or market value. Cost is detennined using a weighted-average cost method. Price protection is recorded when earned as a reduction to the cost of inventory.We decrease the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value,based upon an aging analysis of the inventory on hand,specifically known inventory-related risks,and assumptions about future demand and market conditions.If future demand or actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Vendor Programs We receive incentives from certain of our vendors related to cooperative advertising allowances,volume rebates,bid programs,price protection and other programs.These incentives generally relate to written agreements with specified perfonnance requirements with the vendors and are recorded as adjustments to cost of sales or inventory,depending on the nature of the incentive.Vendors may change the teens of some or all of these programs,which could have an impact on our results of operations. We record receivables from vendors related to these programs when the amounts are probable and reasonably estimable. Some programs are based on the achievement of specific targets,and we base our estimates on information provided by our vendors and internal information to assess our progress toward achieving those targets.If actual perfonnance does not match our estimates,we may be required to adjust our receivables.We record reserves for vendor receivables for estimated losses due to vendors'inability to pay or rejections by vendors of claims;however,if actual collections differ from our estimates,we may incur additional losses that could have a material impact on gross margin and operating income. 57 Page 1147 of 1598 Table of Contents Goodwill and Other Intangible Assets Goodwill is not amortized but is subject to periodic testing for iinpainnent at the reporting unit level. Our reporting units used to assess potential goodwill impainnent are the same as our operating segments.We are required to perforin an evaluation of goodwill on an annual basis or more frequently if circumstances indicate a potential impainnent.The annual test for impainnent is conducted as of December 1.We have the option of perfonning a qualitative assessment of a reporting unit's fair value from the last quantitative assessment to detennine if it is more likely than not that the reporting unit's goodwill is impaired or perfonning a quantitative assessment by comparing a reporting unit's estimated fair value to its carrying amount. Under the quantitative assessment,testing for impainnent of goodwill is a two-step process.The first step compares the fair value of a reporting unit with its carrying amount,including goodwill.If the carrying amount of a reporting unit exceeds its fair value,the second step compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill to detennine the amount of impainnent loss.Fair value of a reporting unit is detennined by using a weighted combination of an income approach and a market approach,as this combination is considered the most indicative of the reporting units'fair value in an orderly transaction between market participants.Under the income approach,we detennine fair value based on estimated future cash flows of a reporting unit,discounted by an estimated weighted-average cost of capital,which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn.Under the market approach,we utilize valuation multiples derived from publicly available information for peer group companies to provide an indication of how much a knowledgeable investor in the marketplace would be willing to pay for a company.We have weighted the income approach and the market approach at 75%and 25%,respectively. Detennining the fair value of a reporting unit(and the allocation of that fair value to individual assets and liabilities within the reporting unit to detennine the implied fair value of goodwill in the event a step two analysis is required)is judgmental in nature and requires the use of significant estimates and assumptions.These estimates and assumptions include primarily,but are not limited to,discount rate,tenninal growth rate,selection of appropriate peer group companies and control premium applied,and forecasts of revenue growth rates,gross margins,operating margins,and working capital requirements. The allocation requires analysis to detennine the fair value of assets and liabilities including,among others,customer relationships,trade names,and property and equipment.Any changes in the judgments,estimates,or assumptions used could produce significantly different results.Although we believe our assumptions are reasonable,actual results may vary significantly and may expose us to material impainnent charges in the future. Intangible assets include customer relationships,trade names,internally developed software and other intangibles. Intangible assets with detenninable lives are amortized on a straight-line basis over the estimated useful lives of the assets.The cost of software developed or obtained for internal use is capitalized and amortized on a straight-line basis over the estimated useful life of the software.These intangible assets are reviewed for impainnent whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.Detennination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition.If the carrying amount of an asset exceeds its estimated future undiscounted cash flows,an impainnent loss is recorded for the excess of the asset's carrying amount over its fair value. Allowance for Doubtful Accounts We record an allowance for doubtful accounts related to trade accounts receivable for estimated losses resulting from the inability of our customers to make required payments.We take into consideration historical loss experience,the overall quality of the receivable portfolio and specifically identified customer risks.If actual collections of customer receivables differ from our estimates,additional allowances may be required which could have an impact on our results of operations. Income Taxes Deferred income taxes are provided to reflect the differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements using enacted tax rates in effect for the year in which the differences are expected to reverse.We perforin an evaluation of the realizability of our deferred tax assets on a quarterly basis.This evaluation requires us to use estimates and make assumptions and considers all positive and negative evidence and factors,such as the scheduled reversal of temporary differences,the mix of earnings in the jurisdictions in which we operate,and prudent and feasible tax planning strategies. We account for unrecognized tax benefits based upon our assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities.We report a liability for unrecognized tax benefits resulting from unrecognized tax benefits taken or expected to be taken in a tax return and recognize interest and penalties,if any,related to unrecognized tax benefits in income tax expense. 58 Page 1148 of 1598 Table of Contents Recent Accounting Pronouncements Disclosure of the Effects of Reclassifications from Accumulated Other Comprehensive Income In February 2013,the Financial Accounting Standards Board issued Accounting Standards Update 2013-02,which required that the effects of significant reclassifications from accumulated other comprehensive income to net income be shown parenthetically on the face of the consolidated financial statements or disclosed in a note.The adoption of this new guidance on January 1,2013 did not have an impact on our consolidated financial position,results of operations or cash flows. Subsequent Events We redeemed$30.0 million and$20.0 million aggregate principal amounts of Senior Subordinated Notes on January 22,2014 and February 21,2014,respectively.The redemption prices were 104.178%of the principal amounts redeemed plus $1.0 million and$0.9 million in accrued and unpaid interest to the date of each redemption,respectively.Following these redemptions,$42.5 million aggregate principal amount of the Senior Subordinated Notes remain outstanding,which we expect to fully redeem during the next six months.In connection with these redemptions,we expect to record a loss on extinguishment of long-tenn debt of$2.7 million in the consolidated statement of operations during the first quarter of 2014.This loss represents$2.1 million in redemption premiums and$0.6 million for the write-off of a portion of the remaining deferred financing costs related to the Senior Subordinated Notes. On February 13,2014,we announced that our board of directors declared a cash dividend on our coimnon stock of $0.0425 per share.The dividend will be paid on March 10,2014 to all stockholders of record as of the close of business on February 25,2014.Future dividends will be subject to the approval of our board of directors. 59 Page 1149 of 1598 Table of Contents Item 7A.Quantitative and Qualitative Disclosures of Market Risks Our market risks relate primarily to changes in interest rates.The interest rates on borrowings under our senior secured asset-based revolving credit facility and our senior secured term loan facility are floating and,therefore,are subject to fluctuations.In order to manage the risk associated with changes in interest rates on borrowings under our senior secured teen loan facility,we have entered into interest rate derivative agreements to economically hedge a portion of the cash flows associated with the facility. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate fluctuations. We utilize interest rate caps for the purpose of limiting current and future exposure to interest rate risk on our floating- rate debt under the senior secured teen loan facility. We have interest rate cap agreements in effect through January 14,2015 with a combined notional amount of$1,150.0 million.These cap agreements have not been designated as cash flow hedges of interest rate risk for GAAP accounting purposes. Of the total$1,150.0 million notional amount,$500.0 million entitle us to payments from the counterparty of the amount,if any,by which three-month LIBOR exceeds 3.5%during the agreement period.The remaining cap agreements with a notional amount of$650.0 million entitle us to payments from the counterparty of the amount,if any,by which the three-month LIBOR exceeds 1.5%during the agreement period. See"Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Contractual Obligations"for infonnation on cash flows,interest rates and maturity dates of our debt obligations. 60 Page 1150 of 1598 Table of Contents Item 8.Financial Statements and Supplementary Data Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Finn 62 Consolidated Balance Sheets as of December 31 2013 and 2012 63 Consolidated Statements of Operations for the years ended December 31,2013,2012 and 2011 64 Consolidated Statements of Comprehensive Income for the years ended December 31,2013,2012 and 2011 65 Consolidated Statements of Shareholders'Equity (Deficit)for the years ended December 31,2013,2012 and 2011 66 Consolidated Statements of Cash Flows for the years ended December 31,2013,2012 and 2011 67 Notes to Consolidated Financial Statements 68 61 Page 1151 of 1598 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of CDW Corporation We have audited the accompanying consolidated balance sheets of CDW Corporation and subsidiaries as of December 31,2013 and 2012,and the related consolidated statements of operations,comprehensive income,shareholders'equity(deficit) and cash flows for each of the three years in the period ended December 31,2013. Our audits also included the financial statement schedule listed in the Index at Item 15(a)(2).These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perforin the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.An audit includes examining,on a test basis,evidence supporting the amounts and disclosures in the financial statements.An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion,the financial statements referred to above present fairly,in all material respects,the consolidated financial position of CDW Corporation and subsidiaries at December 31,2013 and 2012, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31,2013,in confonnity with U.S.generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole,presents fairly in all material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board(United States), CDW Corporation and subsidiaries'internal control over financial reporting as of December 31,2013,based on criteria established in Internal Control-Integrated Framework issued by the Cornmittee of Sponsoring Organizations of the Treadway Cornmission(1992 framework)and our report dated March 5,2014 expressed an unqualified opinion thereon. /s/Ernst&Young LLP Chicago,Illinois March 5,2014 62 Page 1152 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in millions,except per-share amounts) December 31, 2013 2012 Assets Current assets: Cash and cash equivalents $ 188.1 $ 37.9 Accounts receivable,net of allowance for doubtful accounts of$5.4 and$5.4,respectively 1,451.0 1,285.0 Merchandise inventory 382.0 314.6 Miscellaneous receivables 146.3 148.5 Deferred income taxes 14.1 Prepaid expenses and other 46.1 34.6 Total current assets 2,213.5 1,834.7 Property and equipment,net 131.1 142.7 Goodwill 2,220.3 2,209.3 Other intangible assets,net 1,328.0 1,478.5 Deferred financing costs,net 30.1 53.2 Other assets 1.6 1.6 Total assets $ 5,924.6 $ 5,720.0 Liabilities and Shareholders'Equity Current liabilities: Accounts payable-trade $ 662.8 $ 518.6 Accounts payable-inventory financing 256.6 249.2 Current maturities of long-term debt 45.4 40.0 Deferred revenue 94.8 57.8 Accrued expenses: Compensation 112.2 99.4 Interest 31.8 50.7 Sales taxes 29.2 22.6 Advertising 33.2 33.9 Income taxes 6.3 0.2 Other 130.3 95.8 Total current liabilities 1,402.6 1,168.2 Long-term liabilities: Debt 3,205.8 3,731.0 Deferred income taxes 563.5 624.3 Other liabilities 41.0 60.0 Total long-term liabilities 3,810.3 4,415.3 Commitments and contingencies Shareholders'equity: Preferred shares,$0.01 par value,100.0 and no shares authorized,respectively;no shares issued or outstanding for both periods Common shares,$0.01 par value,1,000.0 and 286.1 shares authorized,respectively;172.0 and 145.2 shares issued, respectively; 172.0 and 145.1 shares outstanding,respectively 1.7 1.4 Paid-in capital 2,688.1 2,207.7 Accumulated deficit (1,971.8) (2,073.0) Accumulated other comprehensive(loss)income (6.3) 0.4 Total shareholders'equity 711.7 136.5 Total liabilities and shareholders'equity $ 5,924.6 $ 5,720.0 The accompanying notes are an integral part of the consolidated financial statements. 63 Page 1153 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in millions,except per-share amounts) Years Ended December 31, 2013 2012 2011 Net sales $ 10,768.6 $10,128.2 $ 9,602.4 Cost of sales 9,008.3 8,458.6 8,018.9 Gross profit 1,760.3 1,669.6 1,583.5 Selling and administrative expenses 1,120.9 1,029.5 990.1 Advertising expense 130.8 129.5 122.7 Income from operations 508.6 510.6 470.7 Interest expense,net (250.1) (307.4) (324.2) Net loss on extinguishments of long-teen debt (64.0) (17.2) (118.9) Other income,net 1.0 0.1 0.7 Income before income taxes 195.5 186.1 28.3 Income tax expense (62.7) (67.1) (11.2) Net income $ 132.8 $ 119.0 $ 17.1 Net income per common share: Basic $ 0.85 $ 0.82 $ 012 Diluted $ 0.84 $ 0.82 $ 0.12 Weighted-average nunber of connnon shares outstanding: Basic 156.6 145.1 144.8 Diluted 158.7 145.8 144.9 Cash dividends declared per common share $ 0.0425The accompanying notes are an integral part of the consolidated financial statements. 64 Page 1154 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) Years Ended December 31, 2013 2012 2011 Net income $ 132.8 $ 119.0 $ 17.1 Reclassification of realized loss on interest rate swap agreements from accumulated other comprehensive(loss)income to net income,net of tax 1.9 Foreign currency translation adjustment (6.7) 2.5 (1.8) Other comprehensive(loss)income,net of tax (6.7) 2.5 0.1 Comprehensive income $ 126.1 $ 121.5 $ 17.2 The accompanying notes are an integral part of the consolidated financial statements. 65 Page 1155 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS'EQUITY(DEFICIT) (in millions) Preferred Stock Common Stock Accumulated Total Other Shareholders' Paid-in Accumulated Comprehensive Equity Shares Amount Shares Amount Capital Deficit (Loss)Income (Deficit) Balance at December 31,2010 $ 144.6 $ 1.4 $ 2,165.3 $ (2,208.0) $ (2.2) $ (43.5) Equity-based compensation expense 19.5 19.5 Investment from CDW Holdings LLC 1.0 1.0 Repurchase of common shares (0.4) (0.4) Accrued charitable contribution related to the MPK Coworker Incentive Plan 11,net of tax 0.3 (1.1) (1.1) Net income 17.1 17.1 Reclassification of realized loss on interest rate swap agreements from accumulated other comprehensive loss to net income,net of tax 1.9 1.9 Foreign currency translation adjustment (1.8) (1.8) Balance at December 31,2011 $ 144.9 $ 1.4 $ 2,184.7 $ (2,191.3) $ (2.1) $ (7.3) Equity-based compensation expense 22.1 22.1 Investment from CDW Holdings LLC 2.8 2.8 Repurchase of common shares (0.7) (0.7) Accrued charitable contribution related to the MPK Coworker Incentive Plan 11,net of tax 0.3 (1.4) (1.4) Incentive compensation plan units withheld for taxes (0.5) (0.5) Net income 119.0 119.0 Foreign currency translation adjustment 2.5 2.5 Balance at December 31,2012 $ 145.2 $ 1.4 $ 2,207.7 $ (2,073.0) $ 0.4 $ 136.5 Equity-based compensation expense 46.6 46.6 Issuance of common shares 26.8 0.3 424.4 424.7 Repurchase of common shares (0.2) (0.2) Dividends declared (7.3) (7.3) Reclassification to goodwill for accrued charitable contributions 9.4 9.4 Incentive compensation plan units withheld for taxes (24.1) (24.1) Net income 132.8 132.8 Foreign currency translation adjustment (6.7) (6.7) Balance at December 31,2013 $ 172.0 $ 1.7 $ 2,688.1 $ (1,971.8) $ (6.3) $ 711.7 The accompanying notes are an integral part of the consolidated financial statements. 66 Page 1156 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Years Ended December 31, 2013 2012 2011 Cash flows from operating activities: Net income $ 132.8 $ 119.0 $ 17.1 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 208.2 210.2 204.9 Equity-based compensation expense 46.6 22.1 19.5 Deferred income taxes (48.7) (56.3) (10.2) Allowance for doubtful accounts 0.4 Amortization of deferred financing costs,debt premium,and debt discount,net 8.8 13.6 15.7 Net loss on extinguishments of long-term debt 64.0 17.2 118.9 Realized loss on interest rate swap agreements 2.8 Mark to market loss on interest rate derivatives 0.1 0.9 4.2 Net loss on sale and disposals of assets 0.1 0.3 Other 1.6 (0.6) Changes in assets and liabilities: Accounts receivable (170.8) (10.4) (183.4) Merchandise inventory (67.5) 7.1 (29.0) Other assets (10.1) (3.8) 50.3 Accounts payable-trade 146.1 0.8 (19.8) Other current liabilities 64.1 (2.1) 39.6 Long-term liabilities (8.9) (1.0) (16.0) Net cash provided by operating activities 366.3 317.4 214.7 Cash flows from investing activities: Capital expenditures (47.1) (41.4) (45.7) Cash settlements on interest rate swap agreements (6.6) Premium payments on interest rate cap agreements (0.3) (3.7) Net cash used in investing activities (47.1) (41.7) (56.0) Cash flows from financing activities: Proceeds from borrowings under revolving credit facility 63.0 289.0 1,295.0 Repayments of borrowings under revolving credit facility (63.0) (289.0) (1,483.2) Repayments of long-term debt (51.1) (201.0) (132.0) Proceeds from issuance of long-term debt 1,535.2 135.7 1,175.0 Payments to extinguish long-term debt (2,047.4) (243.2) (1,175.0) Payments of debt financing costs (6.1) (2.1) (26.3) Investment from CDW Holdings LLC,net 2.8 1.0 Net change in accounts payable-inventory financing 7.4 (29.5) 250.5 Payment of incentive compensation plan withholding taxes (24.1) Net proceeds from issuance of common shares 424.7 Repurchase of common shares (0.2) (0.7) (0.4) Dividends paid (7.3) Excess tax benefits from equity-based compensation 0.6 Net cash used in financing activities (168.3) (338.0) (95.4) Effect of exchange rate changes on cash and cash equivalents (0.7) 0.3 Net increase(decrease)in cash and cash equivalents 150.2 (62.0) 63.3 Cash and cash equivalents-beginning of period 37.9 99.9 36.6 Cash and cash equivalents-end of period $ 188.1 $ 37.9 $ 99.9 Supplementary disclosure of cash flow information: Interest paid $ (267.6) $ (302.7) $ (332.9) Taxes(paid)refunded,net $ (82.5) $ (123.2) $ 20.9 Non-cash investing and financing activities: Capital expenditures accrued in accounts payable-trade $ 0.2 $ 0.5 $ 1.1 The accompanying notes are an integral part of the consolidated financial statements. 67 Page 1157 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Summary of Significant Accounting Policies Description of Business CDW is a Fortune 500 company and a leading provider of integrated information technology ("IT")solutions to small, medium and large business,government,education and healthcare customers in the U.S.and Canada.The Company's offerings range from discrete hardware and software products to integrated IT solutions such as mobility,security,data center optimization,cloud computing,virtualization and collaboration. Basis of Presentation The accompanying consolidated financial statements have been prepared in confonnity with accounting principles generally accepted in the United States of America("GAAP")and the rules and regulations of the U.S. Securities and Exchange Commission("SEC"). On October 12,2007,CDW Corporation,an Illinois corporation,was acquired through a merger transaction by an entity controlled by investment funds affiliated with Madison Dearborn Partners,LLC and Providence Equity Partners L.L.C.(the"Acquisition"). CDW Corporation continued as the surviving corporation and same legal entity after the Acquisition,but became a wholly owned subsidiary of VH Holdings,Inc.,a Delaware corporation. On December 31,2009,CDW Corporation merged into CDWC LLC,an Illinois limited liability company owned by VH Holdings,Inc.,with CDWC LLC as the surviving entity.This change had no impact on the operations or management of the Company. On December 31,2009,CDWC LLC was renamed CDW LLC("CDW LLC"). On August 17,2010,VH Holdings,Inc.was renamed CDW Corporation("Parent"). Parent has two 100%owned subsidiaries,CDW LLC and CDW Finance Corporation. CDW LLC is an Illinois limited liability company that,together with its 100%owned subsidiaries,holds all material assets and conducts all business activities and operations of the Company. On August 6,2010,CDW Finance Corporation,a Delaware corporation, was formed for the sole purpose of acting as co-issuer of certain debt obligations as described in Note 17 and does not hold any material assets or engage in any business activities or operations. Throughout this report,the ten-ns"the Company"and"CDW"refer to Parent and its 100%owned subsidiaries. Parent was previously owned directly by CDW Holdings LLC("CDW Holdings"),a company controlled by investment funds affiliated with Madison Dearborn Partners,LLC("Madison Dearborn")and Providence Equity Partners L.L.C. ("Providence Equity," and together with Madison Dearborn,the "Sponsors"),certain other co- investors and certain members of CDW management. On July 2,2013,Parent completed an initial public offering ("IPO")of its coimmon stock.In connection with the IPO,CDW Holdings distributed all of its shares of Parent's common stock to its members in June 2013 in accordance with the members'respective membership interests and was subsequently dissolved in August 2013. See Note 9 for additional discussion of the IPO. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Parent and its 100%owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported periods.The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances,the results of which fonn the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources.Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to the prior period consolidated financial statements to confonn to the current period presentation. 68 Page 1158 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Cash and Cash Equivalents Cash and cash equivalents include all deposits in banks and short-tenn(original maturities of three months or less), highly liquid investments that are readily convertible to known amounts of cash and are so near maturity that there is insignificant risk of changes in value due to interest rate changes. Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and typically do not bear interest.The Company provides allowances for doubtful accounts related to accounts receivable for estimated losses resulting from the inability of its customers to make required payments.The Company takes into consideration the overall quality of the receivable portfolio along with specifically-identified customer risks. Merchandise Inventory Inventory is valued at the lower of cost or market value. Cost is detennined using a weighted-average cost method. Price protection is recorded when earned as a reduction to the cost of inventory.The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value,based upon an aging analysis of the inventory on hand,specifically known inventory-related risks,and assumptions about future demand and market conditions. Miscellaneous Receivables Miscellaneous receivables generally consist of amounts due from vendors.The Company receives incentives from vendors related to cooperative advertising allowances,vol une rebates,bid programs,price protection and other programs.These incentives generally relate to written vendor agreements with specified perfonnance requirements and are recorded as adjustments to cost of sales or inventory,depending on the nature of the incentive. Property and Equipment Property and equipment are stated at cost.The Company calculates depreciation expense using the straight-line method over the estimated useful lives of the assets.Leasehold improvements are amortized over the shorter of their useful lives or the initial lease teen.Expenditures for major renewals and improvements that extend the useful life of property and equipment are capitalized.Expenditures for maintenance and repairs are charged to expense as incurred. The following table shows estimated useful lives of property and equipment: Estimated Classification Useful Lives Machinery and equipment 5 to 10 years Building and leasehold improvements 5 to 25 years Computer and data processing equipment 3 to 5 years Computer software 3 to 5 years Furniture and fixtures 5 to 10 years The Company has asset retirement obligations associated with cofmnitments to return property subject to operating leases to its original condition upon lease tennination.The Company's asset retirement liability was$0.5 million as of December 31,2013 and 2012. Goodwill and Other Intangible Assets The Company is required to perforin an evaluation of goodwill on an annual basis or more frequently if circumstances indicate a potential impainnent.The annual test for impainnent is conducted as of December 1.The Company's reporting units used to assess potential goodwill impainnent are the same as its operating segments.The Company has the option of perfonning a qualitative assessment of a reporting unit's fair value from the last quantitative assessment to detennine if it is more likely than not that the reporting unit's goodwill is impaired or perfonning a quantitative assessment by comparing a reporting unit's estimated fair value to its carrying amount.Under the quantitative assessment,testing for impainnent of goodwill is a two-step process.The first step compares the fair value of a reporting unit with its carrying amount,including goodwill.If the carrying amount of a reporting unit exceeds its fair value,the second step compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill to detennine the amount of impainnent loss.Fair value of a reporting unit is determined by using a weighted 69 Page 1159 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS combination of an income approach and a market approach,as this combination is considered the most indicative of the Company's fair value in an orderly transaction between market participants.This assessment uses significant accounting judgments,estimates and assumptions.Any changes in the judgments,estimates or assumptions used could produce significantly different results.During the years ended December 31,2013,2012 and 2011,the Company recorded no goodwill impainnent charges. See Note 4 for more information on the Company's evaluations of goodwill for impainnent. Intangible assets with detenninable lives are amortized on a straight-line basis over their respective estimated useful lives.The cost of computer software developed or obtained for internal use is capitalized and amortized on a straight- line basis over the estimated useful life of the software.These intangible assets are reviewed for impainnent when indicators are present using undiscounted cash flows.The Company uses the undiscounted cash flows,excluding interest charges,to assess the recoverability of the carrying value of such assets.To the extent carrying value exceeds the undiscounted cash flows,an impainnent loss is recorded based upon the excess of the carrying value over fair value.In addition,each quarter,the Company evaluates whether events and circtumstances warrant a revision to the remaining estimated useful life of each of these intangible assets.If the Company were to detennine that a change to the remaining estimated useful life of an intangible asset was necessary,then the remaining carrying amount of the intangible asset would be amortized prospectively over that revised remaining useful life.During the years ended December 31,2013,2012 and 2011,no impainnent existed with respect to the Company's intangible assets with detenninable lives and no significant changes to the remaining useful lives were necessary.The following table shows estimated useful lives of definite-lived intangible assets: Estimated Classification Useful Lives Customer relationships 11 to 14 years Trade name 20 years Internally developed software 3 to 5 years Other 1 to 10 years Deferred Financing Costs Deferred financing costs,such as underwriting,financial advisory,professional fees and other similar fees are capitalized and recognized in interest expense over the estimated life of the related debt instrument using the effective interest method or straight-line method,as applicable. Derivatives The Company has entered into interest rate cap agreements for the purpose of economically hedging its exposure to fluctuations in interest rates.These derivatives are recorded at fair value in the Company's consolidated balance sheets. The Company's interest rate cap agreements are not designated as cash flow hedges of interest rate risk. Changes in fair value of the derivatives are recorded directly to interest expense,net in the Company's consolidated statements of operations. Fair Value Measurements Fair value is defined under GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.A fair value hierarchy has been established for valuation inputs to prioritize the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.Each fair value measurement is reported in one of the three levels which is detennined by the lowest level input that is significant to the fair value measurement in its entirety.These levels are: Level 1 —observable inputs such as quoted prices for identical instruments traded in active markets. Level 2—inputs are based on quoted prices for similar instruments in active markets,quoted prices for identical or similar instruments in markets that are not active,and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full tern of the assets or liabilities. 70 Page 1160 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Level 3—inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability.The fair values are therefore detennined using model-based techniques that include option pricing models,discounted cash flow models and similar techniques. Accumulated Other Comprehensive(Loss)Income Foreign currency translation adjustments are included in shareholders'equity under accumulated other comprehensive (loss)income. The components of accumulated other comprehensive(loss)income are as follows: (in millions) December 31, 2013 2012 2011 Foreign currency translation adjustment $ (6.3) $ 0.4 $ (2.1) Accumulated other comprehensive(loss)income $ (6.3) $ 0.4 $ (21) Revenue Recognition The Company is a primary distribution channel for a large group of vendors and suppliers,including original equipment manufacturers("OEMs"),software publishers and wholesale distributors.The Company records revenue from sales transactions when title and risk of loss are passed to the customer,there is persuasive evidence of an arrangement for sale,delivery has occurred and/or services have been rendered,the sales price is fixed or detenninable,and collectability is reasonably assured.The Company's shipping teens typically specify F.O.B. destination,at which time title and risk of loss have passed to the customer. Revenues from the sales of hardware products and software products and licenses are generally recognized on a gross basis with the selling price to the customer recorded as sales and the acquisition cost of the product recorded as cost of sales.These items can be delivered to customers in a variety of ways,including(i)as physical product shipped from the Company's warehouse,(ii)via drop-shipment by the vendor or supplier,or(iii)via electronic delivery for software licenses.At the time of sale,the Company records an estimate for sales returns and allowances based on historical experience.The Company's vendor partners warrant most of the products the Company sells. The Company leverages drop-shipment arrangements with many of its vendors and suppliers to deliver products to its customers without having to physically hold the inventory at its warehouses,thereby increasing efficiency and reducing costs.The Company recognizes revenue for drop-shipment arrangements on a gross basis upon delivery to the customer with contract teens that typically specify F.O.B.destination. Revenue from professional services is either recognized as provided for services billed at an hourly rate or recognized using a proportional perfonnance model for services provided at a fixed fee.Revenue from cloud computing solutions including Software as a Service("SaaS")and Infrastructure as a Service("IaaS")arrangements,as well as data center services such as managed and remote managed services,server co-location,internet connectivity and data backup and storage,is recognized over the period service is provided. The Company also sells certain products for which it acts as an agent.Products in this category include the sale of third-party services,warranties,software assurance("SA")and third-party hosted SaaS and IaaS arrangements. SA is a product that allows customers to upgrade,at no additional cost,to the latest technology if new applications are introduced during the period that the SA is in effect.These sales do not meet the criteria for gross sales recognition, and thus are recognized on a net basis at the time of sale.Under net sales recognition,the cost paid to the vendor or third-party service provider is recorded as a reduction to sales,resulting in net sales being equal to the gross profit on the transaction. The Company's larger customers are offered the opportunity by certain of its vendors to purchase software licenses and SA under enterprise agreements("EAs").Under EAs,customers are considered to be compliant with applicable license requirements for the ensuing year,regardless of changes to their employee base. Customers are charged an annual true-up fee for changes in the number of users over the year.With most EAs,the Company's vendors will transfer the license and bill the customer directly,paying resellers such as the Company an agency fee or colmnission on these sales.The Company records these fees as a component of net sales as earned and there is no corresponding cost of sales amount.In certain instances,the Company bills the customer directly under an EA and accounts for the individual items sold based on the nature of the item.The Company's vendors typically dictate how the EA will be sold to the customer. 71 Page 1161 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS From time to time,the Company sells some of its products and services as part of bundled contract arrangements containing multiple deliverables,which may include a combination of products and services.For each deliverable that represents a separate unit of accounting,total arrangement consideration is allocated based upon the relative selling prices of each element.The allocated arrangement consideration is recognized as revenue in accordance with the principles described above. Selling prices are detennined by using vendor specific objective evidence("VSOE")if it exists. Otherwise,selling prices are detennined using third parry evidence("TPE").If neither VSOE or TPE is available,the Company uses its best estimate of selling prices. The Company records freight billed to its customers as net sales and the related freight costs as a cost of sales. Deferred revenue includes(1)payments received from customers in advance of providing the product or perfonning services,and(2)amounts deferred if other conditions of revenue recognition have not been met. The Company perforins an analysis of the estimated number of days of sales in-transit to customers at the end of each period based on a weighted-average analysis of cornmercial delivery teens that includes drop-shipment arrangements. This analysis is the basis upon which the Company estimates the amount of sales in-transit at the end of the period and adjusts revenue and the related costs to reflect only what has been received by the customer. Changes in delivery patterns may result in a different number of business days used in making this adjustment and could have a material impact on the Company's revenue recognition for the period. Sales Taxes Sales tax amounts collected from customers for remittance to governmental authorities are presented on a net basis in the Company's consolidated statements of operations. Advertising Advertising costs are generally charged to expense in the period incurred. Cooperative reimbursements from vendors are recorded in the period the related advertising expenditure is incurred.The Company classifies vendor consideration as a reduction to cost of sales. EE uity-Based Compensation The Company measures all equity-based payments using a fair-value-based method and records compensation expense over the requisite service period in its consolidated financial statements.Forfeiture rates have been developed based upon historical experience. Interest Expense Interest expense is typically recognized in the period incurred at the applicable interest rate in effect.For increasing- rate debt,the Company detennines the periodic interest cost using the effective interest method over the estimated outstanding teen of the debt.The difference between interest expense recorded and cash interest paid is reflected as short-tenn or long-tenn accrued interest in the Company's consolidated balance sheets. Foreign Currency Translation The Company's functional currency is the U.S.dollar.The functional currency of the Company's Canadian subsidiary is the local currency,the Canadian dollar.Assets and liabilities of this subsidiary are translated at the spot rate in effect at the applicable reporting date and the consolidated results of operations are translated at the average exchange rates in effect during the applicable period.The resulting foreign currency translation adjustment is recorded as accumulated other comprehensive(loss)income,which is reflected as a separate component of shareholders'equity. Income Taxes Deferred income taxes are provided to reflect the differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements using enacted tax rates in effect for the year in which the differences are expected to reverse.The Company perforins an evaluation of the realizability of deferred tax assets on a quarterly basis.This evaluation requires management to make use of estimates and assumptions and considers all positive and negative evidence and factors,such as the scheduled reversal of temporary differences,the mix of earnings in the jurisdictions in which the Company operates,and prudent and feasible tax planning strategies. 72 Page 1162 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company accounts for unrecognized tax benefits based upon its assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities.The Company reports a liability for unrecognized tax benefits resulting from unrecognized tax benefits taken or expected to be taken in a tax return and recognizes interest and penalties,if any,related to its unrecognized tax benefits in income tax expense. 2. Recent Accounting Pronouncements Disclosure of the Effects of Reclassifications from Accumulated Other Comprehensive Income In February 2013,the Financial Accounting Standards Board issued Accounting Standards Update 2013-02,which required that the effects of significant reclassifications from accumulated other comprehensive income to net income be shown parenthetically on the face of the consolidated financial statements or disclosed in a note.The adoption of this new guidance on January 1,2013 did not have an impact on the Company's consolidated financial position,results of operations or cash flows. 3. Property and Equipment Property and equipment consisted of the following: (in millions) December 31, 2013 2012 Land $ 27.7 $ 27.7 Machinery and equipment 53.0 50.9 Building and leasehold improvements 104.8 104.0 Computer and data processing equipment 61.2 56.4 Computer software 30.9 30.2 Furniture and fixtures 21.6 21.6 Construction in progress 10.9 11.9 Total property and equipment 310.1 302.7 Less accumulated depreciation 179.0 160.0 Net property and equipment $ 131.1 $ 142.7 During 2013,2012 and 2011,the Company recorded disposals of$7.9 million,$12.2 million and$10.5 million, respectively,to remove assets that were no longer in use from property and equipment.The Company recorded a pre- tax loss of$0.0 million,$0.1 million and$0.3 million in 2013,2012 and 2011,respectively,for certain disposed assets that were not fully depreciated. Depreciation expense for the years ended December 31,2013,2012 and 2011 was$27.2 million,$32.0 million and $31.3 million,respectively. 4. Goodwill and Other Intangible Assets As described in Note 1,the Company is required to perforin an evaluation of goodwill on an annual basis or more frequently if circumstances indicate a potential impainnent.The annual test for impainnent is conducted as of December 1.The Company's reporting units used to assess potential goodwill impainnent are the same as its operating segments.The Company has two reportable segments: Corporate,which is comprised primarily of business customers, and Public,which is comprised of govermnent entities and education and healthcare institutions.The Company also has two other operating segments,CDW Advanced Services and Canada,which do not meet the reportable segment quantitative thresholds and,accordingly,are combined together as"Other"for segment reporting purposes.The Company has the option of perfonning a qualitative assessment of a reporting unit's fair value from the last quantitative assessment to detennine if it is more likely than not that the reporting unit's goodwill is impaired or perfonning a quantitative assessment by comparing a reporting unit's estimated fair value to its carrying amount. Under the quantitative assessment,testing for impainnent of goodwill is a two-step process.The first step compares the fair value of a reporting unit with its carrying amount,including goodwill.If the carrying amount of a reporting unit exceeds its fair value,the second step compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill to detennine the amount of impainnent loss.Fair value of a reporting unit is detennined by using a weighted combination of an income approach and a market approach,as this combination is considered the most indicative of the Company's fair value in an orderly transaction between market participants.Under the income 73 Page 1163 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS approach,the Company detennined fair value based on estimated future cash flows of a reporting unit,discounted by an estimated weighted-average cost of capital,which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn.Under the market approach,the Company utilized valuation multiples derived from publicly available information for guideline companies to provide an indication of how much a knowledgeable investor in the marketplace would be willing to pay for a company.The valuation multiples were applied to the reporting units.Detennining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions,including revenue growth rates,gross margins,operating margins, discount rates and future market conditions,among others. December 1,2013 Evaluation The Company perfonned its annual evaluation of goodwill as of December 1,2013 by utilizing a quantitative assessment for all reporting units.All reporting units passed the first step of the goodwill evaluation(with the fair value exceeding the carrying value by 107%, 82%, 167%and 168%for the Corporate,Public,Canada and CDW Advanced Services reporting units,respectively)and,accordingly,the Company was not required to perforin the second step of the goodwill evaluation. To detennine the fair value of the reporting units,the Company used a 75%/25%weighting of the income approach and market approach,respectively.Under the income approach,the Company estimated future cash flows of each reporting unit based on internally generated forecasts for the remainder of 2013 and the next six years.The Company used a 3.5%long-tenn assumed consolidated annual revenue growth rate for periods after the six-year forecast.The estimated future cash flows for the Corporate and Public reporting units were discounted at 10.0%;cash flows for the Canada and CDW Advanced Services reporting units were discounted at 10.3%and 10.5%,respectively,based on the future growth rates assumed in the discounted cash flows.Discount rates utilized during the 2013 goodwill evaluation declined compared to those used in 2012 as a result of the market perfonnance of the Company's common stock and a lower equity risk premium. December 1,2012 Evaluation The Company perfonned its annual evaluation of goodwill as of December 1,2012 by utilizing a quantitative assessment for all reporting units.All reporting units passed the first step of the goodwill evaluation(with the fair value exceeding the carrying value by 49%,44%, 104%and 17%for the Corporate,Public,Canada and CDW Advanced Services reporting units,respectively)and,accordingly,the Company was not required to perforin the second step of the goodwill evaluation. To detennine the fair value of the reporting units,the Company used a 75%l25%weighting of the income approach and market approach,respectively.Under the income approach,the Company estimated future cash flows of each reporting unit based on internally generated forecasts for the remainder of 2012 and the next six years.The Company used a 3.5%long-tenn assumed consolidated annual revenue growth rate for periods after the six-year forecast.The estimated future cash flows for the Corporate and Public reporting units were discounted at 11.5%;cash flows for the Canada and CDW Advanced Services reporting units were discounted at 11.8%and 12.0%,respectively,based on the future growth rates assumed in the discounted cash flows. December 1,2011 Evaluation The Company perfonned its annual evaluation of goodwill as of December 1,2011 by utilizing a quantitative assessment for all reporting units.All reporting units passed the first step of the goodwill evaluation(with the fair value exceeding the carrying value by 43%,27%, 159%and 17%,for the Corporate,Public,Canada and CDW Advanced Services reporting units,respectively)and,accordingly,the Company was not required to perforin the second step of the goodwill evaluation. To detennine the fair value of the reporting units,the Company used a 75%l25%weighting of the income approach and market approach,respectively.Under the income approach,the Company estimated future cash flows of each reporting unit based on internally generated forecasts for the remainder of 2011 and the next six years.The Company used a 3.5%long-tenn assumed consolidated annual revenue growth rate for periods after the six-year forecast.The estimated future cash flows for the Corporate,Public and CDW Advanced Services reporting units were discounted at 11.5%;cash flows for the Canada reporting unit were discounted at 12.0%given inherent differences in the business model and risk profile. 74 Page 1164 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the change in goodwill by segment for the years ended December 31,2013 and 2012: (in millions) Corporate Public Other(i) Consolidated Balances as of December 31,2011: Goodwill $ 2,794.4 $ 1,261.4 $ 106.4 $ 4,162.2 Accumulated impainnent charges (1,571.4) (354.1) (28.3) (1,953.8) $ 1,223.0 $ 907.3 $ 78.1 $ 2,208.4 2012 Activity: Translation adjustment $ - $ - $ 0.9 $ 0.9 0.9 $ 0.9 Balances as of December 31,2012: Goodwill $ 2,794.4 $ 1,261.4 $ 107.3 $ 4,163.1 Accumulated impairment charges (1,571.4) (354.1) (28.3) (1,953.8) $ 1,223.0 $ 907.3 $ 79.0 $ 2,209.3 2013 Activity: Translation adjustment $ - $ - $ (21) $ (21) Contingent consideration(Z) 8.8 4.0 0.3 13.1 $ 8.8 $ 4.0 $ (1.8) $ 11.0 Balances as of December 31,2013: Goodwill $ 2,803.2 $ 1,265.4 $ 105.5 $ 4,174.1 Accumulated impairment charges (1,571.4) (354.1) (28.3) (1,953.8) $ 1,231.8 $ 911.3 $ 77.2 $ 2,220.3 (1) Other is comprised of CDW Advanced Services and Canada reporting units. (2) During 2013,the Company recorded a$13.1 million net-of-tax addition to goodwill in connection with the settlement of the MPK Coworker Incentive Plan II and related charitable contribution.The charitable contribution was accounted for as additional purchase price(goodwill)in accordance with pre-2009 business combinations accounting guidance. See Note 10 for additional discussion of this transaction. The following table presents a summary of intangible assets at December 31,2013 and 2012: (in millions) Gross Carrying Accumulated Net Carrying December 31,2013 Amount Amortization Amount Customer relationships $ 1,860.8 $ 872.8 $ 988.0 Trade naive 421.0 130.9 290.1 Internally developed software 128.5 79.8 48.7 Other 3.1 1.9 1.2 Total $ 2,413.4 $ 1,085.4 $ 1,328.0 December 31,2012 Customer relationships $ 1,861.7 $ 733.3 $ 1,128.4 Trade naive 421.0 109.9 311.1 Internally developed software 97.4 60.1 37.3 Other 3.3 1.6 1.7 Total $ 2,383.4 $ 904.9 $ 1,478.5 Amortization expense related to intangible assets for the years ended December 31,2013,2012 and 2011 was$181.0 million,$178.2 million and$173.5 million,respectively. 75 Page 1165 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Estimated future amortization expense related to intangible assets for the next five years is as follows: (in millions) Years ending December 31, 2014 $ 179.0 2015 171.7 2016 163.9 2017 161.5 2018 161.3 5. Inventory Financing Agreements The Company has entered into agreements with certain financial intennediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions,as described below.These amounts are classified separately as accounts payable-inventory financing on the accompanying consolidated balance sheets.The Company does not incur any interest expense associated with these agreements as balances are paid when they are due. The following table presents the amounts included in accounts payable-inventory financing: (in millions) December 31, 2013 2012 Revolving Loan inventory financing agreement $ 256.1 $ 248.3 Other inventory financing agreements 0.5 0.9 Accounts payable-inventory financing $ 256.6 $ 249.2 The Company maintains a senior secured asset-based revolving credit facility as described in Note 7,which incorporates a$400.0 million floorplan sub-facility to facilitate the purchase of inventory from a certain vendor.In connection with the floorplan sub-facility,the Company maintains an inventory financing agreement on an unsecured basis with a financial intennediary to facilitate the purchase of inventory from this vendor(the"Revolving Loan inventory financing agreement").Amounts outstanding under the Revolving Loan inventory financing agreement are unsecured and non-interest bearing.At December 31,2013 and 2012,the Company reported$256.1 million and $248.3 million,respectively,for this agreement within accounts payable-inventory financing on the consolidated balance sheets. The Company also maintains other inventory financing agreements with financial intennediaries to facilitate the purchase of inventory from certain vendors.At December 31,2013 and 2012,amounts owed under other inventory financing agreements of$0.5 million and$0.9 million,respectively,were collateralized by the inventory purchased under these financing agreements and a second lien on the related accounts receivable. 6. Lease Commitments The Company is obligated under various non-cancelable operating lease agreements for office facilities that generally provide for minimum rent payments and a proportionate share of operating expenses and property taxes and include certain renewal and expansion options.For the years ended December 31,2013,2012 and 2011,rent expense under these lease arrangements was$20.7 million,$22.4 million and$21.6 million,respectively. 76 Page 1166 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Future minimum lease payments are as follows: (in millions) Years ending December 31, 2014 $ 17.9 2015 17.7 2016 13.2 2017 10.7 2018 9.0 Thereafter 20.7 Total future minimum lease payments $ 89.2 7. Long-Term Debt Long-tern debt was as follows: (dollars in millions) December 31, Interest Rate(l) 2013 2012 Senior secured asset-based revolving credit facility —% — Senior secured teen loan facility 3.25% 1,528.9 1,339.5 Unamortized discount on senior secured term loan facility (4.4) — Senior secured notes due 2018 8.0% 325.0 500.0 Senior notes due 2019 8.5% 1,305.0 1,305.0 Unamortized premium on senior notes due 2019 4.2 5.0 Senior subordinated notes due 2017 12.535% 92.5 621.5 Total long-tenn debt 3,251.2 3,771.0 Less current maturities of long-term debt (45.4) (40.0) Long-tenn debt,excluding current maturities $ 3,205.8 $ 3,731.0 (1) Interest rate at December 31,2013. At December 31,2013,the Company was in compliance with the covenants under its various credit agreements and indentures as described below.Under the indentures governing the 8.5% Senior Notes due 2019 and 8.0% Senior Secured Notes due 2018,which contain the most restrictive restricted payment provisions in the Company's various credit agreements and indentures,CDW LLC and its restricted subsidiaries are generally restricted from paying dividends and making other restricted payments unless CDW LLC could incur an additional dollar of indebtedness under its fixed charges ratio covenant and the amount of such dividend or other restricted payment,together with the amount of all other dividends and restricted payments made from January 1,2011 through the end of the most recently ended fiscal quarter,is less than the sum of 50%of cumulative consolidated net income or 100%of any consolidated net loss incurred over the period plus the amount of certain other items occurring during that period that increase(and in some cases decrease)the amounts available for such payments.For the purpose of detennining restricted payment capacity,consolidated net income or loss includes certain adjustments that are defined in the indentures.At December 31,2013,the amount of cumulative consolidated net income free of restrictions under the credit agreements and indentures("Restricted Payment Capacity")was$148.0 million.However,the subsequent events transactions described in Note 19 have since reduced the Restricted Payment Capacity to approximately$89 million. Senior Secured Asset-Based Revolving Credit Facility("Revolving Loan") At December 31,2013,the Company had no outstanding borrowings under the Revolving Loan,$2.2 million of undrawn letters of credit and$256.7 million reserved related to the floorplan sub-facility. On June 24,2011,the Company entered into the Revolving Loan,a five-year$900.0 million senior secured asset- based revolving credit facility,with the facility being available to the Company for borrowings,issuance of letters of credit and floorplan financing for certain vendor products.The Revolving Loan matures on June 24,2016.The Revolving Loan replaced the Company's previous revolving loan credit facility that was to mature on October 12, 2012.In connection with the tennination of the previous facility,the Company recorded a loss on extinguishment of 77 Page 1167 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS long-tenn debt of$1.6 million in the Company's consolidated statement of operations for the year ended December 31, 2011,representing a write-off of a portion of unamortized deferred financing costs.Fees of$7.2 million related to the Revolving Loan were capitalized as deferred financing costs and are being amortized over the teen of the facility on a straight-line basis. As described in Note 5,the Company has entered into agreements with certain financial intennediaries to facilitate the purchase of inventory from various suppliers.In connection with the floorplan sub-facility,the Company entered into the Revolving Loan inventory financing agreement.Amounts outstanding under the Revolving Loan inventory financing agreement are unsecured and noninterest bearing.The Company will either pay the outstanding Revolving Loan inventory financing agreement amounts when they become due,or the Revolving Loan's administrative agent will automatically initiate an advance on the Revolving Loan and use the proceeds to pay the balance on the due date. At December 31,2013,the financial intennediary reported an outstanding balance of$246.8 million under the Revolving Loan inventory financing agreement.The total amount reported on the Company's consolidated balance sheet as accounts payable-inventory financing related to the Revolving Loan inventory financing agreement is$9.3 million more than the$246.8 million owed to the financial intennediary due to differences in the timing of reporting activity under the Revolving Loan inventory financing agreement.The outstanding balance reported by the financial intennediary excludes$9.9 million in reserves for open orders that reduce the availability under the Revolving Loan. Changes in cash flows from the Revolving Loan inventory financing agreement are reported in financing activities on the Company's consolidated statements of cash flows. Borrowings under the Revolving Loan bear interest at a variable interest rate plus an applicable margin.The variable interest rate is based on one of two indices,either(i)LIBOR,or(ii)the Alternate Base Rate("ABR")with the ABR being the greatest of(a)the prime rate,(b)the federal funds effective rate plus 50 basis points or(c)the one-month LIBOR plus 1.00%.The applicable margin varies(2.00%to 2.50%for LIBOR borrowings and 1.00%to 1.50%for ABR borrowings)depending upon the Company's average daily excess cash availability under the agreement and is subject to a reduction of 0.25%if,and for as long as,the senior secured leverage ratio is less than 3.0.The senior secured leverage ratio is defined as the ratio of senior secured debt(including amounts owed under certain inventory floorplan arrangements)less cash and cash equivalents,to Adjusted EBITDA,a non-GAAP measure,for the four most recently ended fiscal quarters.For the four quarters ended December 31,2013,the senior secured leverage ratio was 21. Availability under the Revolving Loan is limited to (a)the lesser of the revolving coimnitment of$900.0 million and the amount of the borrowing base less(b)outstanding borrowings,letters of credit,and amounts outstanding under the Revolving Loan inventory financing agreement plus a reserve of 15%of open orders.The borrowing base is(a)the sum of the products of the applicable advance rates on eligible accounts receivable and on eligible inventory as defined in the agreement less(b)any reserves.At December 31,2013,the borrowing base was$1,065.5 million based on the amount of eligible inventory and accounts receivable balances as of November 30,2013.The Company could have borrowed up to an additional$641.1 million under the Revolving Loan at December 31,2013.The fee on the unused portion of the Revolving Loan ranges from 25 basis points to either 37.5 or 50 basis points,depending on the amount of utilization. CDW LLC is the borrower under the Revolving Loan.All obligations under the Revolving Loan are guaranteed by Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries.Borrowings under the Revolving Loan are collateralized by a first priority interest in inventory(excluding inventory collateralized under the inventory floorplan arrangements as described in Note 5),deposits,and accounts receivable,and a second priority interest in substantially all other assets.The Revolving Loan contains negative covenants that,among other things, place restrictions and limitations on the ability of Parent and each of CDW LLC's direct and indirect, 100%owned, domestic subsidiaries to dispose of assets,incur additional indebtedness,incur guarantee obligations,prepay other indebtedness,make distributions or other restricted payments,create liens,make equity or debt investments,make acquisitions,engage in mergers or consolidations,or engage in certain transactions with affiliates.The Revolving Loan also includes maintenance of a minimum average daily excess cash availability requirement. Should the Company fall below the minimum average daily excess cash availability requirement for five consecutive business days,the Company becomes subject to a fixed charge coverage ratio until such time as the daily excess cash availability requirement is met for 30 consecutive business days. Senior Secured Tenn Loan Facility On April 29,2013,the Company entered into a new seven-year,$1,350.0 million aggregate principal amount senior secured teen loan facility(the "Tenn Loan").The Tenn Loan was issued at a price that was 99.75%of par,which 78 Page 1168 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS resulted in a discount of$3.4 million. Substantially all of the proceeds from the Tenn Loan were used to repay the $1,299.5 million outstanding aggregate principal amount of the prior senior secured teen loan facility(the "Prior Tenn Loan Facility").In connection with this refinancing,the Company recorded a loss on extinguishment of long-tenn debt of$10.3 million in the consolidated statement of operations for the year ended December 31,2013.This loss represented a write-off of the remaining unamortized deferred financing costs related to the Prior Tenn Loan Facility. On July 31,2013,the Company borrowed an additional$190.0 million aggregate principal amount under the Tenn Loan at a price that was 99.25%of par,which resulted in a discount of$1.4 million. Such proceeds were used to redeem a portion of outstanding Senior Subordinated Notes.The discounts are reported on the consolidated balance sheet as a reduction to the face amount of the Tenn Loan and are being amortized to interest expense over the term of the related debt.Fees of$6.1 million related to the Tenn Loan were capitalized as deferred financing costs and are being amortized over the teen of the facility using the effective interest method. Borrowings under the Tenn Loan bear interest at either(a)the alternate base rate("ABR")plus a margin or(b)LIBOR plus a margin;provided that for the purposes of the Tenn Loan,LIBOR shall not be less than 1.00%per annum at any time("LIBOR Floor").The margin is based upon a net leverage ratio as defined in the agreement governing the Tenn Loan,ranging from 1.25%to 1.50%for ABR borrowings and 2.25%to 2.50%for LIBOR borrowings.An interest rate of 3.25%,LIBOR Floor plus a 2.25%margin,was in effect during the three-month period ended December 31,2013. Unlike the Prior Tenn Loan Facility,the Tenn Loan does not include a senior secured leverage ratio requirement or a hedging requirement.Additionally,the definition of debt under the Tenn Loan was revised to exclude amounts outstanding under the Company's inventory financing agreements.The Tenn Loan is subject to certain requirements as was the Prior Tenn Loan Facility to make mandatory annual excess cash flow prepayments under designated circumstances,including(i)a prepayment in an amount equal to 50%of the Company's excess cash flow for a fiscal year(the percentage rate of which decreases to 25%when the total net leverage ratio,as defined in the governing agreement,is less than or equal to 5.5 but greater than 4.5; and decreases to 0%when the total net leverage ratio is less than or equal to 4.5),and(ii)the net cash proceeds from the incurrence of certain additional indebtedness by the Company or its subsidiaries.The total net leverage ratio was 3.8 at December 31,2013. The Company is required to pay quarterly principal installments equal to 0.25%of the original principal amount of the Tenn Loan,with the remaining principal amount payable on the maturity date of April 29,2020.The quarterly principal installment payments corn menced during the quarter ended June 30,2013.At December 31,2013,the outstanding principal amount of the Tenn Loan was$1,528.9 million,excluding$4.4 million in unamortized discount. The Company has interest rate cap agreements in effect through January 14,2015 with a combined notional amount of $1,150.0 million.These cap agreements have not been designated as cash flow hedges of interest rate risk for GAAP accounting purposes. Of the total$1,150.0 million notional amount, $500.0 million entitle the Company to payments from the counterparty of the amount,if any,by which three-month LIBOR exceeds 3.5%during the agreement period. The remaining cap agreements with a notional amount of$650.0 million entitle the Company to payments from the counterparty of the amount,if any,by which the three-month LIBOR exceeds 1.5%during the agreement period.The fair value of the Company's interest rate cap agreements was zero at December 31,2013 and$0.1 million at December 31,2012. During the first quarters of 2013,2012 and 2011,the Company made principal prepayments totaling$40.0 million, $201.0 million and$132.0 million,respectively,under the Prior Tenn Loan Facility.These prepayments satisfied the excess cash flow payment provision of the Prior Tenn Loan Facility with respect to the years ended December 31, 2012,2011 and 2010,respectively. On March 11,2011,the Company entered into an amendment to the Prior Tenn Loan Facility,which became effective on March 14,2011.In connection with this amendment,the Company recorded a loss on extinguishment of long-tenn debt of$3.2 million in the Company's consolidated statement of operations for the year ended December 31,2011. This loss represented a write-off of a portion of the unamortized deferred financing costs related to the Prior Tenn Loan Facility. CDW LLC is the borrower under the Tenn Loan.All obligations under the Tenn Loan are guaranteed by Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries.The Tenn Loan is collateralized by a second priority interest in substantially all inventory (excluding inventory collateralized under the inventory floorplan arrangements as described in Note 5),deposits,and accounts receivable,and by a first priority interest in substantially all other assets.The Tenn Loan contains negative covenants that,among other things,place restrictions and limitations on the ability of Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries to dispose of 79 Page 1169 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS assets,incur additional indebtedness,incur guarantee obligations,prepay other indebtedness,snake distributions or other restricted payments,create liens,snake equity or debt investments,snake acquisitions,engage in mergers or consolidations,or engage in certain transactions with affiliates. 8.0% Senior Secured Notes due 2018("Senior Secured Notes") The Senior Secured Notes were issued on December 17,2010 and will mature on December 15,2018.At December 31,2013,the outstanding principal amount of the Senior Secured Notes was$325.0 million. On July 2,2013,the Company used a portion of the net proceeds from the IPO to redeem$175.0 million aggregate principal amount of Senior Secured Notes.The redemption price of the Senior Secured Notes was 108.0%of the principal amount redeemed,plus$0.7 million of accrued and unpaid interest to the date of redemption.The Company used cash on hand to pay such accrued and unpaid interest.In connection with this redemption,the Company recorded a loss on extinguishment of long-tenn debt of$16.7 million in the consolidated statement of operations for the year ended December 31,2013.This loss represented$14.0 million in redemption premitun and$2.7 million for the write- off of a portion of the remaining deferred financing costs related to the Senior Secured Notes. CDW LLC and CDW Finance Corporation are the co-issuers of the Senior Secured Notes and the obligations under the notes are guaranteed by Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries. The Senior Secured Notes are secured on a pari passu basis with the Tenn Loan by a second priority interest in substantially all inventory(excluding inventory collateralized under the inventory floorplan arrangements as described in Note 5),deposits,and accounts receivable,and by a first priority interest in substantially all other assets.The Senior Secured Note indenture contains negative covenants that,among other things,place restrictions and limitations on the ability of Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries to dispose of assets, incur additional indebtedness,incur guarantee obligations,prepay other indebtedness,make distributions or other restricted payments,create liens,make equity or debt investments,make acquisitions,engage in mergers or consolidations,or engage in certain transactions with affiliates.The Senior Secured Note indenture does not contain any financial covenants. 11.0%Senior Exchange Notes due 2015 ("Senior Exchange Notes"); 11.5%/ 12.25%Senior PIK Election Exchange Notes due 2015 ("PIK Election Notes"together with the Senior Exchange Notes,the"Senior Notes due 2015") At December 31,2013,there were no outstanding Senior Notes due 2015. On April 13,2011,the Company completed a cash tender offer(the"Initial Senior Notes due 2015 Tender Offer")and purchased$665.1 million aggregate principal amount of Senior Notes due 2015 comprised of$519.2 million of the Senior Exchange Notes and$145.9 million of the PIK Election Notes.The Company concurrently issued$725.0 million aggregate principal amount of Senior Notes(as defined below).The proceeds from this offering,together with cash on hand and borrowings under the then-outstanding revolving loan credit facility,were used to fund the purchase of the tendered Senior Notes due 2015,including$665.1 million aggregate principal amount of Senior Notes due 2015,$59.9 million in tender offer premium and$36.5 million of accrued and unpaid interest,along with transaction fees and expenses. On May 20,2011,the Company completed a follow-on cash tender offer(the"Follow-on Senior Notes due 2015 Tender Offer,"and together with the Initial Senior Notes due 2015 Tender Offer,the"Senior Notes due 2015 Tender Offers")and purchased an additional$412.8 million aggregate principal amount of Senior Notes due 2015 comprised of$321.4 million of the Senior Exchange Notes and$91.4 million of the PIK Election Notes.The Company concurrently issued$450.0 million in aggregate principal amount of additional Senior Notes.The proceeds from this offering,together with cash on hand and borrowings under the then-outstanding revolving loan credit facility,were used to fund the purchase of the tendered Senior Notes due 2015,including$412.8 million aggregate principal amount of Senior Notes due 2015,$37.2 million in tender offer premium and$4.5 million of accrued and unpaid interest, along with transaction fees and expenses. In connection with the Senior Notes due 2015 Tender Offers,the Company recorded a loss on extinguishment of long- term debt of$114.1 million in the Company's consolidated statement of operations for the year ended December 31, 2011.This loss represented$97.0 million in tender offer premiums and$17.1 million for the write-off of a portion of the unamortized deferred financing costs related to the Senior Notes due 2015.In connection with the issuance of Senior Notes,fees of$19.1 million were capitalized as deferred financing costs and are being amortized over the teen of the notes using the effective interest method. 80 Page 1170 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On February 2,2012,the Company commenced a tender offer to purchase any and all of the remaining$129.0 million aggregate principal amount of Senior Notes due 2015. On February 17,2012,the Company accepted for purchase $120.6 million aggregate principal amount of the outstanding Senior Notes due 2015 that were tendered. On March 5, 2012,the Company accepted for purchase an additional$0.1 million aggregate principal amount of the outstanding Senior Notes due 2015 that were tendered prior to the expiration of the tender offer on March 2,2012. On March 19, 2012,the Company redeemed the remaining$8.3 million aggregate principal amount that was not tendered. The Company funded the purchases and redemptions of the Senior Notes due 2015 with the issuance of$130.0 million aggregate principal amount of additional Senior Notes on February 17,2012.The proceeds from this issuance, together with cash on hand and borrowings under the Revolving Loan,funded the payment of$129.0 million aggregate principal amount of Senior Notes due 2015,$7.9 million in tender and redemption premiums and$5.0 million of accrued and unpaid interest,along with transaction fees and expenses. In connection with these transactions,the Company recorded a loss on extinguishment of long-term debt of$9.4 million in the Company's consolidated statement of operations for the year ended December 31,2012.This loss represented$7.9 million in tender and redemption premiums and$1.5 million for the write-off of the remaining unamortized deferred financing costs related to the Senior Notes due 2015. 8.5% Senior Notes due 2019 ("Senior Notes") At December 31,2013,the outstanding principal amount of Senior Notes was$1,305.0 million,excluding$4.2 million in unamortized premium.The Senior Notes mature on April 1,2019. On February 17,2012,the Company issued$130.0 million aggregate principal amount of additional Senior Notes at an issue price of 104.375%of par.The$5.7 million premitun received is reported on the consolidated balance sheet as an addition to the face amount of the Senior Notes and is being amortized as a reduction of interest expense over the teen of the related debt. As discussed above,on April 13,2011,the Company issued$725.0 million aggregate principal amount of Senior Notes and on May 20,2011,the Company issued an additional$450.0 million aggregate principal amount of Senior Notes.The proceeds from these issuances together with cash on hand and borrowings under the then-outstanding revolving loan credit facility were used to fund the Senior Notes due 2015 Tender Offers. CDW LLC and CDW Finance Corporation are the co-issuers of the Senior Notes. Obligations under the Senior Notes are guaranteed on an unsecured senior basis by Parent and each of CDW LLC's direct and indirect, 100%owned, domestic subsidiaries.The Senior Note indenture contains negative covenants that,among other things,place restrictions and limitations on the ability of Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries to dispose of assets,incur additional indebtedness,incur guarantee obligations,prepay other indebtedness, make distributions or other restricted payments,create liens,make equity or debt investments,make acquisitions, engage in mergers or consolidations,or engage in certain transactions with affiliates.The Senior Notes do not contain any financial covenants. 12.535% Senior Subordinated Exchange Notes due 2017("Senior Subordinated Notes") At December 31,2013,the outstanding principal amount of the Senior Subordinated Notes was$92.5 million.The Senior Subordinated Notes have a maturity date of October 12,2017. On October 18,2013,the Company redeemed$155.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 104.178%of the principal amount redeemed.A combination of cash on hand and the net proceeds from the sale of shares of common stock related to the underwriters'July 26,2013 exercise in full of the overallotment option granted to them in connection with the IPO,in the amount of$56.0 million,was used to fund the redemption of$155.0 million aggregate principal amount,$6.5 million of redemption premium and$0.2 million in accrued and unpaid interest to the date of redemption. See Note 9 for additional discussion of the underwriters' overallotment option.In connection with this redemption,the Company recorded a loss on extinguishment of long- term debt of$8.5 million in the Company's consolidated statement of operations for the year ended December 31, 2013.This loss represented$6.5 million in redemption premitun and$2.0 million for the write-off of a portion of the remaining unamortized deferred financing costs related to the Senior Subordinated Notes. On August 1,2013,the Company redeemed$324.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 106.268%of the principal amount redeemed.The Company used a portion of the net 81 Page 1171 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS proceeds from the IPO to redeem$146.0 million aggregate principal amount of Senior Subordinated Notes and incremental borrowings of$190.0 million under the Tenn Loan to redeem$178.0 million aggregate principal amount of Senior Subordinated Notes.The Company used cash on hand to pay$12.0 million of accrued and unpaid interest to the date of redemption.In connection with this redemption,the Company recorded a loss on extinguishment of long- term debt of$24.6 million in the consolidated statement of operations for the year ended December 31,2013.This loss represented$20.3 million in redemption prelmitum and$4.3 million for the write-off of a portion of the remaining deferred financing costs related to the Senior Subordinated Notes. On March 8,2013,the Company redeemed$50.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 106.268%of the principal amount redeemed. Cash on hand was used to fund the redemption of$50.0 million aggregate principal amount,$3.1 million of redemption premium and$2.5 million in accrued and unpaid interest to the date of redemption.In connection with this redemption,the Company recorded a loss on extinguishment of long-tenn debt of$3.9 million in the Company's consolidated statement of operations for the year ended December 31,2013.This loss represented$3.1 million in redemption prelmitum and$0.8 million for the write-off of a portion of the remaining unamortized deferred financing costs related to the Senior Subordinated Notes. On December 21,2012,the Company redeemed$100.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 106.268%of the principal amount redeemed. Cash on hand was used to fund the redemption of$100.0 million aggregate principal amount,$6.3 million of redemption premium and$2.3 million in accrued and unpaid interest to the date of redemption.In connection with this redemption,the Company recorded a loss on extinguishment of long-tenn debt of$7.8 million in the Company's consolidated statement of operations for the year ended December 31,2012.This loss represented$6.3 million in redemption prelmitum and$1.5 million for the write-off of a portion of the remaining unamortized deferred financing costs related to the Senior Subordinated Notes. CDW LLC and CDW Finance Corporation are the co-issuers of the Senior Subordinated Notes. Obligations under the Senior Subordinated Notes are guaranteed on an unsecured senior basis by Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries.The Senior Subordinated Note indenture contains negative covenants that,among other things,place restrictions and limitations on the ability of Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries to dispose of assets,incur additional indebtedness,incur guarantee obligations,prepay other indebtedness,make distributions or other restricted payments,create liens,make equity or debt investments,make acquisitions,engage in mergers or consolidations,or engage in certain transactions with affiliates.The Senior Subordinated Notes do not contain any financial covenants. Long-Tenn Debt Maturities As of December 31,2013,the maturities of long-tenn debt were as follows: (in millions) Years ending December 31, 2014 $ 45.4 2015 15.4 2016 15.4 2017 77.9 2018 340.4 Thereafter 2,756.9 $ 3,251.4 See Note 19 for a description of refinancing transactions completed during 2014. Fair Value The fair value of the Company's long-tenn debt instruments at December 31,2013 was$3,415.2 million.The fair value of the Senior Secured Notes, Senior Notes and Senior Subordinated Notes is estimated using quoted market prices for identical assets or liabilities that are traded in over-the-counter secondary markets that are not considered active.The fair value of the Tenn Loan is estimated using dealer quotes for identical assets or liabilities in markets that are not considered active. Consequently,the Company's long-tenn debt is classified as Level 2 within the fair value hierarchy. 82 Page 1172 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS At December 31,2013,the carrying value of the Company's long-tenn debt was$3,251.4 million,excluding$4.2 million in unamortized premium and$4.4 million in unamortized discount. Deferred Financing Costs The following table summarizes the deferred financing costs activity for the years ended December 31,2013 and 2012: (in millions) December 31, 2013 2012 Beginning balance $ 53.2 $ 68.5 Additional costs capitalized 6.1 2.1 Recognized in interest expense (9.1) (14.4) Write-off of unamortized deferred financing costs (20.1) (3.0) Ending balance $ 30.1 $ 53.2 As of December 31,2013 and December 31,2012,the weighted-average remaining life of unamortized deferred financing costs was 4.9 and 5.1 years,respectively. 8. Income Taxes Income before income taxes was taxed under the following jurisdictions: (in millions) Years Ended December 31, 2013 2012 2011 Domestic $ 179.4 $ 170.3 $ 11.4 Foreign 16.1 15.8 16.9 Total $ 195.5 $ 186.1 $ 28.3 Components of the income tax expense(benefit)consisted of the following: (in millions) Years Ended December 31, 2013 2012 2011 Current: Federal $ 96.7 $ 110.3 $ 17.9 State 10.1 8.0 (0.6) Foreign 4.6 5.1 4.1 Total current 111.4 123.4 21.4 Deferred: Domestic (48.6) (56.2) (9.9) Foreign (01) (01) (0.3) Total deferred (48.7) (56.3) (10.2) Income tax expense $ 62.7 $ 67.1 $ 11.2 83 Page 1173 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The reconciliation between the statutory tax rate expressed as a percentage of income before income taxes and the effective tax rate is as follows: (dollars in millions) Years Ended December 31, 2013 2012 2011 Statutory federal income tax rate $ 68.4 35.0% $ 65.1 35.0% $ 9.9 35.0% State taxes,net of federal effect (5.0) (2.6) 0.4 0.2 (3.4) (11.8) Equity-based compensation 1.5 0.7 5.7 3.1 5.1 17.9 Effect of rates different than statutory (1.4) (0.7) (1.4) (0.8) (1.1) (4.0) Valuation allowance (0.9) (3.1) Other (0.8) (0.3) (2.7) (1.5) 1.6 5.7 Effective tax rate $ 62.7 32.1% $ 67.1 36.0% $ 11.2 39.7% The tax effect of temporary differences that give rise to the net deferred income tax liability is presented below: (in millions) December 31, 2013 2012 Deferred Tax Assets: Deferred interest $ 42.5 $ 58.3 State net operating loss and credit carryforwards,net 20.6 18.0 Payroll and benefits 16.2 16.7 Rent 6.4 1.2 Accounts receivable 5.4 4.2 Equity compensation plans 1.6 10.3 Trade credits 1.5 1.8 Interest rate caps 0.8 1.8 Charitable contribution carryforward 0.5 4.1 Deferred financing costs 0.2 2.3 Other 7.1 7.2 Total deferred tax assets 102.8 125.9 Deferred Tax Liabilities: Software and intangibles 486.2 551.4 Deferred income 145.5 146.3 Property and equipment 25.0 29.3 Other 11.6 9.1 Total deferred tax liabilities 668.3 736.1 Deferred tax asset valuation allowance Net deferred tax liability $ 565.5 $ 610.2 The Company has state income tax net operating loss carryforwards of$202.8 million,which will expire at various dates from 2014 through 2033 and state tax credit carryforwards of$17.0 million,which expire at various dates from 2016 through 2018. The Company has not provided for U.S.federal income taxes or tax benefits on the undistributed earnings of its international subsidiary because such earnings are reinvested and it is currently intended that they will continue to be reinvested indefinitely.At December 31,2013,the Company has not provided for federal income taxes on earnings of approximately$52.5 million from its international subsidiary. The Company had no unrecognized tax benefits at December 31,2013,2012 and 2011. In the ordinary course of business,the Company is subject to review by domestic and foreign taxing authorities, including the Internal Revenue Service("IRS").In general,the Company is no longer subject to audit by the IRS for 84 Page 1174 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS tax years through 2010 and state,local or foreign taxing authorities for tax years through 2008.Various other taxing authorities are in the process of auditing income tax returns of the Company and its subsidiaries.The Company does not anticipate that any adjustments from the audits would have a material impact on its consolidated financial position, results of operations or cash flows. The Company accrues net interest and penalties related to unrecognized tax benefits in income tax expense in its consolidated statements of operations.For the years ended December 31,2013,2012 and 2011,the Company had no liability recorded for the payment of interest and penalties on unrecognized tax benefits and did not recognize any such interest and penalty expense. 9. Shareholders'Equitv On July 2,2013,the Company completed an IPO of 23,250,000 shares of common stock. On July 31,2013,the Company completed the sale of an additional 3,487,500 shares of common stock to the underwriters of the IPO pursuant to the underwriters'July 26,2013 exercise in full of the overallotment option granted to them in connection with the IPO. Such shares were registered under the Securities Act of 1933,as amended,pursuant to the Company's Registration Statement on For n S-1,which was declared effective by the SEC on June 26,2013.The shares of common stock are listed on the NASDAQ Global Select Market under the symbol"CDW."The Company's shares of common stock were sold to the underwriters at a price of$17.00 per share in the IPO and upon the exercise of the overallotment option,which together,generated aggregate net proceeds of$424.7 million to the Company after deducting underwriting discounts,expenses and transaction costs. On November 19,2013,the Company completed a secondary public offering,whereby certain selling stockholders sold 15,000,000 shares of common stock. On December 18,2013,such selling stockholders sold an additional 2,250,000 shares of common stock to the underwriters of the secondary public offering pursuant to the underwriters' December 13,2013 exercise in full of the overallotment option granted to them in connection with the secondary public offering.The Company did not receive any proceeds from the sale of shares in the secondary public offering or upon the exercise of the overallotment option. The following pre-tax IPO-and secondary-offering related expenses were included within selling and administrative expenses in the consolidated statement of operations for the year ended December 31,2013: Year Ended (in millions) December 31,2013 Acceleration charge for certain equity awards and related employer payroll taxes(l) $ 40.7 RDU Plan cash retention pool accrual(2) 7.5 Management services agreement termination fee(3) 24.4 Other expenses 2.4 IPO-and secondary-offering related expenses $ 75.0 (1) See Note 10 for additional discussion of the impact of the IPO on the Company's equity awards. (2) See Note 12 for additional discussion of this transaction. (3) Represents the payment of a tennination fee to affiliates of the Sponsors in connection with the tennination of the management services agreement with such entities. In June 2013,the Company's Board of Directors and the Company's sole shareholder at that time,CDW Holdings, approved the reclassification of the Company's Class A colmnon shares and Class B colmnon shares into a single class of common shares and a 143.0299613-for-1 stock split,effective immediately.The par value of the common shares was maintained at$0.01 per share.All references to common shares and per share amounts in the accompanying consolidated financial statements have been adjusted to reflect the reclassification and stock split on a retroactive basis. In June 2013,the Company amended and restated its certificate of incorporation to authorize the issuance of 100,000,000 shares of preferred stock with a par value of$0.01.No shares of preferred stock have been issued or are outstanding as of December 31,2013.Additionally,the amended and restated certificate of incorporation increased the number of authorized common shares to 1,000,000,000. 85 Page 1175 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On December 2,2013,the Company paid a cash dividend on the Company's common stock of$0.0425 per share,or $7.3 million,to all stockholders of record as of the close of business on November 15,2013. See Note 19 for a discussion of the dividend declared during the first quarter of 2014.Future dividends will be subject to the approval of the Company's board of directors. 10. Equity-Based Compensation Equity-Based Compensation Plan Descriptions CDW has established certain equity-based compensation plans for the benefit of the Company's coworkers and senior management. Pre-IPO Equity Awards Prior to the IPO,the Company had the following equity-based compensation plans in place: Class B Common Units The Board of Managers of CDW Holdings adopted the CDW Holdings LLC 2007 Incentive Equity Plan(the"Plan") for coworkers,managers,consultants and advisors of the Company and its subsidiaries.The Plan pennitted a committee designated by the Board of Managers of CDW Holdings(the"Cornmittee")to grant or sell to any participant Class A Cornmon Units or Class B Common Units of CDW Holdings in such quantity,at such price,on such teens and subject to such conditions that were consistent with the Plan and as established by the Cornmittee. The Class B Cornmon Units that were granted vested daily on a pro rata basis between the date of grant and the fifth anniversary thereof and were subject to repurchase by,with respect to vested units,or forfeiture to,with respect to unvested units,the Company upon the coworker's separation from service as was set forth in each holder's Class B Cornmon Unit Grant Agreement. On June 30,2011,the Board of Managers approved the teens of a modified Class B Common Unit grant agreement with the Company's former Chief Executive Officer,who retired as the Company's Chief Executive Officer effective October 1,2011 but continued to serve as Chainnan of the Board through December 31,2012.As a result of this modification,the Company recorded incremental equity-based compensation expense of$6.6 million and$3.3 million during the years ended December 31,2012 and 2011,respectively. MPKII Units Contemporaneous with the Acquisition,the Company agreed with Michael P.Krasny,CDW Corporation founder, former chainnan and CEO and significant selling shareholder,to establish the MPK Coworker Incentive Plan 11(the "MPK Plan")for the benefit of all of the coworkers of the Company other than members of senior management who received incentive equity awards under the Plan. The MPK Plan established an"account"for each eligible participant which was notionally credited with a number of Class A Cornmon Units of CDW Holdings LLC on October 15,2007,the day the plan was established.The notional units credited to participants'accounts were to cliff-vest at the end of ten years,subject to acceleration upon the occurrence of certain events. On July 2,2013,the Company completed an IPO of its common shares.Under the teens of the MPK Plan,vesting accelerated for all unvested units upon completion of the IPO.The Company recorded a pre-tax charge of$36.7 million for compensation expense related to the acceleration of the expense recognition for MPK Plan units in the year ended December 31,2013.In connection with the completion of the IPO,the Company distributed cornmon stock to each participant and withheld the number of shares of common stock equal to the required tax withholding for each participant.The Company paid required withholding taxes of$24.0 million to federal,state and foreign taxing authorities.This amount is reported as a financing activity in the consolidated statement of cash flows and as an increase to accumulated deficit in the consolidated statement of shareholders'equity for the year ended December 31, 2013.In addition,the Company paid$4.0 million of employer payroll taxes that are included as an operating activity in the consolidated statement of cash flows for the year ended December 31,2013. In connection with the establishment of the MPK Plan,the Company agreed to make charitable contributions in amounts equal to the net income tax benefits derived from payouts to participants under the MPK Plan(net of any related employer payroll tax costs).The contributions of these amounts are due by March 15 of the calendar year 86 Page 1176 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS following the year in which the Company realizes the benefits of the deductions.This arrangement has been accounted for as contingent consideration.Pre-2009 business combinations were accounted for under a former accounting standard which,among other aspects,precluded the recognition of certain contingent consideration as of the business combination date.Instead,under the former accounting standard,contingent consideration is accounted for as additional purchase price(goodwill)at the time the contingency is resolved.As of December 31,2013,the Company has accrued approximately$21 million related to this arrangement within other current liabilities,as the Company expects to realize the tax benefit of the compensation deductions during the 2013 tax year.The Company expects to make the related cash contribution during the first quarter of 2014. Post-IPO Equity Awards 2013 Long-Term Incentive Plan(the "2013 LTIP') In June 2013,the Company adopted the 2013 Long-Tenn Incentive Plan(the "2013 LTIP").The 2013 LTIP provides for the grant of incentive stock options,nonqualified stock options,stock appreciation rights,restricted stock, restricted stock units,bonus stock and perfonnance awards.The maximum aggregate number of shares that may be issued under the 2013 LTIP is 11,700,000 shares of the Company's corn mon stock,in addition to the 3,798,508 shares of restricted stock granted in exchange for unvested Class B Cornmon Units in connection with the Company's IPO,as discussed below. Restricted Stock In connection with the IPO,CDW Holdings distributed all of its shares of the Company's corn mon stock to its existing members in accordance with their respective membership interests. Common stock received by holders of Class B Cornmon Units in connection with the distribution is subject to any vesting provisions previously applicable to the holder's Class B Common Units. Class B Cornmon Unit holders received 3,798,508 shares of restricted stock with respect to Class B Cornmon Units that had not yet vested at the time of the distribution.For the year ended December 31,2013, 1,200,544 shares of such restricted stock vested/settled and 5,931 shares were forfeited.As of December 31,2013,2,592,033 shares of restricted stock were outstanding. Stock Options In addition,in connection with the IPO,the Company issued 1,268,986 stock options to the Class B Cornmon Unit holders to preserve their fully diluted equity ownership percentage.These options were issued with a per-share exercise price equal to the IPO price of$17.00 and are also subject to the same vesting provisions as the Class B Cornmon Units to which they relate.The Company also granted 19,412 stock options under the 2013 LTIP during the year ended December 31,2013. Restricted Stock Units ("RSUs') In connection with the IPO,the Company granted 1,416,543 RSUs under the 2013 LTIP at a weighted-average grant- date fair value of$17.03 per unit.The RSUs cliff vest at the end of four years. Valuation Information The Company attributes the value of equity-based compensation awards to the various periods during which the recipient must perform services in order to vest in the award using the straight-line method. Post-IPO Equity Awards The Company has elected to use the Black-Scholes option pricing model to estimate the fair value of stock options granted.The Black-Scholes option pricing model incorporates various assumptions including volatility,expected teen, risk-free interest rates and dividend yields.The assumptions used to value the stock options granted during the year ended December 31,2013 are presented below. 87 Page 1177 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, Assumptions 2013 Weighted-average grant date fair value $ 4.75 Weighted-average volatility a) 35.00% Weighted-average risk-free rate(2) 1.58% Dividend yield 1.00% Expected term(in years)(3) 5.4 (1) Based upon an assessment of the two-year,five-year and implied volatility for the Company's selected peer group,adjusted for the Company's leverage. (2) Based on a composite U.S.Treasury rate. (3) The expected teen is calculated using the simplified method.The simplified method defines the expected teen as the average of the option's contractual teen and the option's weighted-average vesting period.The Company utilizes this method as it has limited historical stock option data that is sufficient to derive a reasonable estimate of the expected stock option teen. The following table sets forth a smmnary of the Company's stock option activity for the year ended December 31, 2013: Weighted- Average Weighted- Remaining Aggregate Number of Average Contractual Intrinsic Value Options Options Exercise Price Term (millions) Outstanding at January 1,2013 — $ — Granted 1,288,398 $ 17.00 Forfeited/Expired (8,143) $ 17.00 Exercised — $ — N/A Outstanding at December 31,2013 1,280,255 $ 17.00 8.4 $ 8.1 Vested at December 31,2013 393,517 $ 17.00 8.0 $ 2.5 Exercisable at December 31,2013 393,517 $ 17.00 8.0 $ 2.5 Expected to vest at December 31,2013 852,713 $ 17.00 8.6 $ 5.4 88 Page 1178 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table sets forth a smmnary of the Company's RSU activity for the year ended December 31,2013: Weighted- Average Number of Grant-Date Units Fair Value Nonvested at January 1,2013 — $ — Granted 1,416,543 17.03 Vested/Settled (1,844) 17.00 Forfeited (63,127) 17.01 Nonvested at December 31,2013 1,351,572 $ 17.04 The aggregate fair value of restricted stock and RSUs that vested during the year ended December 31,2013,was$26.7 million. Pre-IPO Equity Awards The grant date fair value of Class B Colmnon Unit grants was calculated using the Option-Pricing Method.This method considered Class A Colmnon Units and Class B Colmnon Units as call options on the total equity value, giving consideration to liquidation preferences and conversion of the preferred units. Such Class A Colmnon Units and Class B Colmnon Units were modeled as call options that gave their owners the right,but not the obligation,to buy the underlying equity value at a predetennined(or exercise)price. Class B Common Units were considered to be call options with a claim on equity value at an exercise price equal to the remaining value immediately after the Class A Colmnon Units and Class B Common Units with a lower participation threshold were liquidated.The Option-Pricing Method is highly sensitive to key assumptions,such as the volatility assumption.As such,the use of this method can be applied when the range of possible future outcomes is difficult to predict. The following table summarizes the assumptions and resulting fair value of the Class B Common Unit grants for the years ended December 31,2013,2012 and 2011: Class B Common Units Years Ended December 31, Assumptions 2013 2012 2011 Weighted-average grant date fair value $ 119.00 $ 125.65 $ 148.89 Weighted-average volatility 65.50% 65.26% 82.87% Weighted-average risk-free rate 0.18% 0.19% 0.84% Dividend yield 0.00% 0.00% 0.00% The Company calculated the expected future volatility based upon an assessment of the two-year,five-year and implied volatility for the Company's selected peer group,adjusted for the Company's leverage. The risk-free interest rate of return used is based on a composite U.S.Treasury rate. Notional units granted under the MPK Plan were valued on the grant date at$1,000 per unit,the fair value equivalent of the Class A Colmnon Units at the time the awards were granted. 89 Page 1179 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table sets forth a smmnary of equity plan activity for the year ended December 31,2013: Class B MPK Plan Common Units Units Outstanding at January 1,2013 216,483 66,137 Granted 400 — Forfeited (860) (2,228) Converted/Settled (216,023) (63,909) Outstanding at December 31,2013 Vested at December 31,2013 (1) As discussed above,the Class B Coimnon Units and MPK Plan Units were converted/settled into shares of the Company's coimnon stock upon completion of the IPO.The converted Class B Common Units,to the extent unvested at the time of the IPO,relate to the grants of restricted stock disclosed above. Expense Information The Company's net income included$46.6 million,$22.1 million and$19.5 million of compensation cost and$16.5 million,$2.3 million and$1.9 million of income tax benefits related to the Company's equity-based compensation arrangements for the years ended December 31,2013,2012 and 2011,respectively.No portion of equity-based compensation was capitalized.Equity-based compensation expense for the year ended December 31,2013 included incremental expense of$36.7 million related to the acceleration of the expense recognition for MPK units as discussed above.Equity-based compensation expense included incremental expense of$6.6 million and$3.3 million related to the Class B Coimnon Unit modification for the Company's former Chief Executive Officer for the years ended December 31,2012 and 2011,respectively. As of December 31,2013,the Company estimated there was$24.9 million of total unrecognized compensation cost to be recognized over the next 3.3 years. 11. Earnings ver Share The numerator for both basic and diluted earnings per share is net income.The denominator for basic earnings per share is the weighted-average number of coimnon shares outstanding during the period.The 2013 denominator was impacted by the coimnon shares issued during both the IPO and the underwriters'exercise in full of the overallotment option granted to them in connection with the IPO.Because such common shares were issued on July 2,2013 and July 31,2013,respectively,they are only partially reflected in the 2013 denominator. Such shares will be fully reflected in the 2014 denominator. See Note 9 for additional discussion of the IPO. The dilutive effect of outstanding restricted stock,restricted stock units,stock options and MPK Plan units is reflected in the denominator for diluted earnings per share using the treasury stock method. The following is a reconciliation of basic shares to diluted shares: Years Ended December 31, (in millions) 2013 2012 2011 Weighted-average shares-basic 156.6 145.1 144.8 Effect of dilutive securities 2.1 0.7 0.1 Weighted-average shares-diluted 158.7 145.8 144.9 For the years ended December 31,2013,2012 and 2011,diluted earnings per share excludes the impact of 0.0 million, 0.0 million,and 4.3 million potential coimnon shares,respectively,as their inclusion would have had an anti-dilutive effect. 90 Page 1180 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 12. Deferred Compensation Plan On March 10,2010,in connection with the Company's purchase of$28.5 million principal amount of its outstanding senior subordinated debt,the Company established the Restricted Debt Unit Plan(the"RDU Plan"),an unfunded nonqualified deferred compensation plan.The total ntunber of RDUs that can be granted under the RDU Plan is 28,500.At December 31,2013,28,500 RDUs were outstanding.RDUs that are outstanding vest daily on a pro rata basis over the three-year period from January 1,2012 (or,if later,the date of hire or the date of a subsequent RDU grant)through December 31,2014.Participants have no rights to the underlying debt. The total amount of compensation available to be paid under the RDU Plan was initially to be based on two components,a principal component and an interest component.The principal component credits the RDU Plan with a notional amount equal to the$28.5 million face value of the Senior Subordinated Notes(the "Debt Pool"),together with certain redemption premium equivalents as noted below.The interest component credits the RDU Plan with amounts equal to the interest that would have been earned on the Debt Pool from March 10,2010 through maturity on October 12,2017,except as discussed below.Interest amounts for 2010 and 2011 were deferred until 2012,and thereafter,interest amounts were paid to participants semi-annually on the interest payment due dates.Payments totaling$1.7 million and$1.3 million were made to participants under the RDU Plan in April and October 2013, respectively,in connection with the semi-annual interest payments due. The Company used a portion of the IPO proceeds together with incremental borrowings to redeem$324.0 million of the total Senior Subordinated Notes outstanding on August 1,2013.In connection with the IPO and the partial redemption of the Senior Subordinated Notes,the Company amended the RDU Plan to increase the retentive value of the plan.In accordance with the original teens of the RDU Plan,the principal component of the RDUs converted to a cash-denominated pool upon the redemption of the Senior Subordinated Notes.In addition,the Company added$1.4 million to the principal component in the year ended December 31,2013 as redemption premium equivalents in accordance with the teens of the RDU plan.Under the teens of the amended RDU Plan,upon the partial redemption of outstanding Senior Subordinated Notes,the RDUs ceased to accrue the proportionate related interest component credits.The amended RDU Plan provides participants the opportunity to share on a pro rata basis in cash retention pools payable to participants who satisfy certain retention requirements.The aggregate amount of the retention pools was detennined to be$15.0 million based upon the amount of interest component credits that would have been allocated to the RDU Plan if the Senior Subordinated Notes had remained outstanding from August 1,2013 through maturity.The Company recorded a pre-tax charge of$7.5 million in the year ended December 31,2013 for payment of the first cash retention pool.The second cash retention pool payment is expected to be made to participants who remain employed through December 31,2015 in the first quarter of 2016.Participants continue to accrue an interest component credit for the proportionate amount of Senior Subordinated Notes still outstanding,payable on the aforementioned semi-annual due dates; such payments,however,will be deducted from the second retention pool payment amount of$7.5 million. Unrecognized compensation expense as of December 31,2013 of approximately$9 million is expected to be recognized through 2014 and approximately $7 million in 2015 through 2017.Payments under the RDU Plan may be impacted if certain significant events occur or circumstances change that would impact the financial condition or structure of the Company. Compensation expense of$16.8 million,$8.4 million,and$8.1 million related to the RDU Plan was recognized in the years ended December 31,2013,2012 and 2011,respectively.At December 31,2013 and 2012,the Company had $21.8 million and$15.5 million of liabilities related to the RDU Plan recorded on the consolidated balance sheets, respectively. Payment of the principal component of the RDU Plan is expected to be made on October 12,2017,unless accelerated due to a sale of the Company. 13. Profit Sharing and 401(k)Plan The Company has a profit sharing plan that includes a salary reduction feature established under the Internal Revenue Code Section 401(k)covering substantially all coworkers. Company contributions to the profit sharing plan are made in cash and detennined at the discretion of the Board of Directors.For the years ended December 31,2013,2012 and 2011,the amounts charged to expense for this plan totaled$17.3 million,$14.6 million and$15.3 million, respectively. 91 Page 1181 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 14. Commitments and Contingencies The Company is party to various legal proceedings that arise in the ordinary course of its business,which include commercial,intellectual property,employment,tort and other litigation matters.The Company is also subject to audit by federal,state and local authorities,and by various partners and large customers,including government agencies, relating to purchases and sales under various contracts.In addition,the Company is subject to indemnification claims under various contracts.From time to time,certain customers of the Company file voluntary petitions for reorganization or liquidation under the U.S.bankruptcy laws.In such cases,certain pre-petition payments received by the Company could be considered preference items and subject to return to the bankruptcy administrator. As of December 31,2013,the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters,if any,has been incurred.However,the ultimate resolutions of these proceedings and matters are inherently unpredictable.As such,the Company's financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters. The Company previously filed a claim as part of a class action settlement in a case alleging price fixing during the period of January 1, 1996 through December 31,2006,by certain manufacturers of thin-film liquid crystal display panels. On July 13,2013,the United Stated District Court for the Northern District of California approved distribution of the settlement proceeds,including a net payment to the Company of$10.4 million after fees and expenses.The Company has recognized a pre-tax benefit of$10.4 million within selling and administrative expenses in the consolidated statement of operations for the year ended December 31,2013.The first of two settlement payments was received by the Company on July 29,2013 in the amount of$8.5 million.The balance of$1.9 million was received in February 2014. 15. Related Partv Transactions The Company had previously entered into a management services agreement with the Sponsors pursuant to which they had agreed to provide it with management and consulting services and financial and other advisory services.Pursuant to such agreement,the Sponsors received an annual management fee of$5.0 million and reimbursement of out-of- pocket expenses incurred in connection with the provision of such services. Such amounts were classified as selling and administrative expenses within the consolidated statements of operations.The management services agreement included customary indemnification and provisions in favor of the Sponsors. On July 2,2013,the Company completed an IPO of its common stock.Using a portion of the net proceeds from the IPO,the Company paid a$24.4 million tennination fee to affiliates of the Sponsors in connection with the tennination of the management services agreement with such entities that was effective upon completion of the IPO.The Company paid an annual management fee of$2.5 million,$5.0 million and$5.0 million in the years ended December 31,2013,2012 and 2011,respectively. 16. Segment Information Segment information is presented in accordance with a"management approach,"which designates the internal reporting used by the chief operating decision-maker for making decisions and assessing perfonnance as the source of the Company's reportable segments.The Company's segments are organized in a manner consistent with which separate financial information is available and evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing perfonnance. The Company has two reportable segments: Corporate,which is comprised primarily of business customers,and Public,which is comprised of government entities and education and healthcare institutions.The Company also has two other operating segments,CDW Advanced Services and Canada,which do not meet the reportable segment quantitative thresholds and,accordingly,are combined together as"Other." The Company has centralized logistics and headquarters functions that provide services to the segments.The logistics function includes purchasing,distribution and fulfillment services to support both the Corporate and Public segments. As a result,costs and intercompany charges associated with the logistics function are fully allocated to both of these segments based on a percent of sales.The centralized headquarters function provides services in areas such as accounting,information technology,marketing,legal and coworker services.Headquarters'function costs that are not allocated to the segments are included under the heading of"Headquarters"in the tables below.Depreciation expense is included in Headquarters as it is not allocated among segments or used in measuring segment perfonnance. 92 Page 1182 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IPO-and secondary-offering related expenses primarily relating to coworker compensation were included within operating segment results for the year ended December 31,2013. See Note 9 for additional discussion of IPO-and secondary-offering related expenses. The Company allocates resources to and evaluates perfonnance of its segments based on net sales,income(loss)from operations and Adjusted EBITDA,a non-GAAP measure as defined in the Company's credit agreements.However,the Company has concluded that income(loss)from operations is the more useful measure in terms of discussion of operating results,as it is a GAAP measure. Segment information for total assets and capital expenditures is not presented,as such information is not used in measuring segment perfonnance or allocating resources between segments. Selected Segment Financial Information The following table presents information about the Company's segments for the years ended December 31,2013,2012 and 2011: (in millions) Corporate Public Other Headquarters Total 2013: Net sales $ 5,960.1 $ 4,164.5 $ 644.0 $ - $ 10,768.6 Income(loss)from operations 363.3 246.5 27.2 (128.4) 508.6 Depreciation and amortization expense (97.3) (44.0) (8.6) (58.3) (208.2) IPO-and secondary-offering related expenses (26.4) (14.4) (3.6) (30.6) (75.0) 2012: Net sales $ 5,512.8 $ 4,023.0 $ 592.4 $ - $ 10,128.2 Income(loss)from operations 349.0 246.7 18.6 (103.7) 510.6 Depreciation and amortization expense (97.6) (44.0) (9.3) (59.3) (210.2) IPO-and secondary-offering related expenses 2011: Net sales $ 5,334.4 $ 3,757.2 $ 510.8 $ - $ 9,602.4 Income(loss)from operations 331.6 233.3 17.5 (111.7) 470.7 Depreciation and amortization expense (97.4) (43.9) (8.7) (54.9) (204.9) IPO-and secondary-offering related expenses Major Customers,Geographic Areas,and Product Mix Net sales to the federal government were$764.4 million,$964.7 million and$953.6 million and accounted for approximately 7%, 10%and 10%of total net sales in 2013,2012 and 2011,respectively.Net sales to customers outside of the U.S.,primarily in Canada,were approximately 4%of the Company's total net sales in 2013,2012 and 2011.Approximately 1%and 2%of the Company's long-lived assets were located outside of the U.S. as of December 31,2013 and 2012,respectively. 93 Page 1183 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents net sales by major category for the years ended December 31,2013,2012 and 2011. Categories are based upon internal classifications.Amounts for the years ended December 31,2012 and 2011 have been reclassified for certain changes in individual product classifications to conform to the presentation for the year ended December 31,2013. Year Ended Year Ended Year Ended December 31,2013 December 31,2012 December 31,2011 Percentage Percentage Percentage Dollars in of Total Net Dollars in of Total Net Dollars in of Total Net Millions Sales Millions Sales Millions Sales Notebooks/Mobile Devices $ 1,706.0 15.8% $ 1,470.1 14.5% $ 1,336.9 13.9% NetColmm Products 1,489.1 13.8 1,351.1 13.3 1,237.7 12.9 Enterprise and Data Storage (Including Drives) 998.1 9.3 979.4 9.7 929.9 9.7 Other Hardware 4,173.3 38.8 4,068.8 40.2 3,988.3 41.5 Software 1,994.7 18.5 1,849.4 18.3 1,767.2 18.4 Services 327.1 3.0 284.6 2.8 254.3 2.6 Other(1) 80.3 0.8 124.8 1.2 88.1 1.0 Total net sales $ 10,768.6 100.0% $ 10,128.2 100.0% $ 9,602.4 100.0% (1) Includes items such as delivery charges to customers and certain colmmission revenue. 17. Supplemental Guarantor Information As described in Note 7,the Senior Secured Notes, Senior Subordinated Notes and Senior Notes are guaranteed by Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries(the"Guarantor Subsidiaries").All guarantees by Parent and Guarantor Subsidiaries are joint and several,and full and unconditional; provided that each guarantee by the Guarantor Subsidiaries is subject to certain customary release provisions contained in the indentures governing the Senior Secured Notes, Senior Subordinated Notes and Senior Notes.CDW LLC's Canada subsidiary (the"Non-Guarantor Subsidiary")does not guarantee the debt obligations. CDW LLC and CDW Finance Corporation,as co-issuers,are 100%owned by Parent,and each of the Guarantor Subsidiaries and the Non-Guarantor Subsidiary is 100%owned by CDW LLC. The following tables set forth condensed consolidating balance sheets as of December 31,2013 and 2012, consolidating statements of operations for the years ended December 31,2013,2012 and 2011,condensed consolidating statements of comprehensive income for the years ended December 31,2013,2012 and 2011,and condensed consolidating statements of cash flows for the years ended December 31,2013,2012 and 2011,in accordance with Rule 3-10 of Regulation S-X.The consolidating financial information includes the accounts of CDW Corporation(the"Parent Guarantor"),which has no independent assets or operations,the accounts of CDW LLC(the "Subsidiary Issuer"),the combined accounts of the Guarantor Subsidiaries,the accounts of the Non-Guarantor Subsidiary,and the accounts of CDW Finance Corporation(the"Co-Issuer")for the periods indicated.The information was prepared on the same basis as the Company's consolidated financial statements. 94 Page 1184 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidating Balance Sheet December 31,2013 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Assets Current assets: Cash and cash equivalents $ - $ 196.5 $ - $ 14.0 $ - $ (22.4) $ 188.1 Accounts receivable,net - - 1,375.9 75.1 - - 1,451.0 Merchandise inventory - - 378.9 3.1 - - 382.0 Miscellaneous receivables - 49.9 91.0 5.4 - - 146.3 Prepaid expenses and other - 10.7 33.4 5.1 - (3.1) 46.1 Total current assets - 257.1 1,879.2 102.7 - (25.5) 2,213.5 Property and equipment,net - 69.7 59.6 1.8 - - 131.1 Goodwill - 751.9 1,439.0 29.4 - - 2,220.3 Other intangible assets,net - 338.5 982.8 6.7 - - 1,328.0 Deferred financing costs,net - 30.1 - - - - 30.1 Other assets 4.9 1.4 0.1 0.9 - (5.7) 1.6 Investment in and advances to subsidiaries 706.8 2,909.4 - - - (3,616.2) - Total assets $ 711.7 $ 4,358.1 $ 4,360.7 $ 141.5 $ - $ (3,647.4) $ 5,924.6 Liabilities and Shareholders' Equity Current liabilities: Accounts payable-trade $ - $ 21.4 $ 637.3 $ 26.5 $ - $ (22.4) $ 662.8 Accounts payable- inventory financing - - 256.6 - - - 256.6 Current maturities of long- term debt - 45.4 - - - - 45.4 Deferred revenue - - 89.9 4.9 - - 94.8 Accrued expenses - 163.5 175.1 7.5 - (31) 343.0 Total current liabilities - 230.3 1,158.9 38.9 - (25.5) 1,402.6 Long-teen liabilities: Debt - 3,205.8 - - - - 3,205.8 Deferred income taxes - 178.3 388.4 1.6 - (4.8) 563.5 Other liabilities - 36.9 3.6 1.4 - (0.9) 41.0 Total long-tenn liabilities - 3,421.0 392.0 3.0 - (5.7) 3,810.3 Total shareholders' equity 711.7 706.8 2,809.8 99.6 - (3,616.2) 711.7 Total liabilities and shareholders' equity $ 711.7 $ 4,358.1 $ 4,360.7 $ 141.5 $ - $ (3,647.4) $ 5,924.6 95 Page 1185 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidating Balance Sheet December 31,2012 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Assets Current assets: Cash and cash equivalents $ - $ 48.0 $ - $ 9.8 $ - $ (19.9) $ 37.9 Accounts receivable,net - - 1,217.7 67.3 - - 1,285.0 Merchandise inventory - - 313.2 1.4 - - 314.6 Miscellaneous receivables - 61.7 82.0 4.8 - - 148.5 Deferred income taxes - 8.7 5.5 (0.1) - - 14.1 Prepaid expenses and other - 10.1 24.4 0.1 - - 34.6 Total current assets - 128.5 1,642.8 83.3 - (19.9) 1,834.7 Property and equipment,net - 73.9 66.2 2.6 - - 142.7 Goodwill - 749.4 1,428.5 31.4 - - 2,209.3 Other intangible assets,net - 348.6 1,121.7 8.2 - - 1,478.5 Deferred financing costs,net - 53.2 - - - - 53.2 Other assets 5.4 1.1 0.4 0.6 - (5.9) 1.6 Investment in and advances to subsidiaries 131.1 2,946.0 - - - (3,077.1) - Total assets $ 136.5 $ 4,300.7 $ 4,259.6 $ 126.1 $ - $ (3,102.9) $ 5,720.0 Liabilities and Shareholders' Equity Current liabilities: Accounts payable-trade $ - $ 16.5 $ 500.3 $ 21.7 $ - $ (19.9) $ 518.6 Accounts payable- inventory financing - - 249.2 - - - 249.2 Current maturities of long- term debt - 40.0 - - - - 40.0 Deferred revenue - - 57.8 - - - 57.8 Accrued expenses - 139.3 157.4 5.9 - - 302.6 Total current liabilities - 195.8 964.7 27.6 - (19.9) 1,168.2 Long-term liabilities: Debt - 3,731.0 - - - - 3,731.0 Deferred income taxes - 188.1 440.0 1.7 - (5.5) 624.3 Accrued interest - 8.0 - - - - 8.0 Other liabilities - 46.7 4.0 1.7 - (0.4) 52.0 Total long-teen liabilities - 3,973.8 444.0 3.4 - (5.9) 4,415.3 Total shareholders' equity 136.5 131.1 2,850.9 95.1 - (3,077.1) 136.5 Total liabilities and shareholders' equity $ 136.5 $ 4,300.7 $ 4,259.6 $ 126.1 $ - $ (3,102.9) $ 5,720.0 96 Page 1186 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consolidating Statement of Operations Year Ended December 31,2013 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Net sales $ - $ - $ 10,293.3 $ 475.3 $ - $ - $ 10,768.6 Cost of sales - - 8,592.1 416.2 - - 9,008.3 Gross profit - - 1,701.2 59.1 - - 1,760.3 Selling and administrative expenses 24.4 103.9 957.3 35.3 1,120.9 Advertising expense - - 126.8 4.0 - - 130.8 (Loss)income from operations (24.4) (103.9) 617.1 19.8 508.6 Interest(expense)income,net - (250.6) 0.2 0.3 - - (250.1) Net loss on extinguishments of long-teen debt - (64.0) - - - - (64.0) Management fee - 4.3 - (4.3) - - - Other(expense)income,net - (0.5) 1.2 0.3 - - 1.0 (Loss)income before income taxes (24.4) (414.7) 618.5 16.1 195.5 Income tax benefit(expense) 9.2 142.2 (209.5) (4.6) (62.7) (Loss)income before equity in earnings of subsidiaries (15.2) (272.5) 409.0 11.5 132.8 Equity in earnings of subsidiaries 148.0 420.5 - - - (568.5) - Net income $ 132.8 $ 148.0 $ 409.0 $ 11.5 $ - $ (568.5) $ 132.8 97 Page 1187 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consolidating Statement of Operations Year Ended December 31,2012 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Net sales $ - $ - $ 9,683.0 $ 445.2 $ - $ - $ 10,128.2 Cost of sales - - 8,071.5 387.1 - - 8,458.6 Gross profit - - 1,611.5 58.1 - - 1,669.6 Selling and administrative expenses - 103.7 891.6 34.2 - - 1,029.5 Advertising expense - - 125.1 4.4 - - 129.5 (Loss)income from operations - (103.7) 594.8 19.5 - - 510.6 Interest(expense)income,net - (308.0) 0.4 0.2 - - (307.4) Net loss on extinguishments of long-teen debt - (17.2) - - - - (17.2) Management fee - 3.8 - (3.8) - - - Other income(expense),net - - 0.2 (01) - - 0.1 (Loss)income before income taxes - (425.1) 595.4 15.8 - - 186.1 Income tax benefit(expense) - 210.6 (272.6) (51) - - (67.1) (Loss)income before equity in earnings of subsidiaries - (214.5) 322.8 10.7 - - 119.0 Equity in earnings of subsidiaries 119.0 333.5 - - - (452.5) - Net income $ 119.0 $ 119.0 $ 322.8 $ 10.7 $ - $ (452.5) $ 119.0 98 Page 1188 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consolidating Statement of Operations Year Ended December 31,2011 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Net sales $ - $ - $ 9,222.4 $ 380.0 $ - $ - $ 9,602.4 Cost of sales - - 7,688.8 330.1 - - 8,018.9 Gross profit - - 1,533.6 49.9 - - 1,583.5 Selling and administrative expenses - 111.7 849.2 29.2 - - 990.1 Advertising expense - - 119.0 3.7 - - 122.7 (Loss)income from operations - (111.7) 565.4 17.0 - - 470.7 Interest(expense)income,net - (324.5) 0.2 0.1 - - (324.2) Net loss on extinguishments of long-teen debt - (118.9) - - - - (118.9) Management fee - 9.2 - (9.2) - - - Other income(expense),net - 0.4 0.5 (0.2) - - 0.7 (Loss)income before income taxes - (545.5) 566.1 7.7 - - 28.3 Income tax benefit(expense) - 215.1 (222.4) (3.9) - - (11.2) (Loss)income before equity in earnings of subsidiaries - (330.4) 343.7 3.8 - - 17.1 Equity in earnings of subsidiaries 17.1 347.5 - - - (364.6) - Net income $ 17.1 $ 17.1 $ 343.7 $ 3.8 $ - $ (364.6) $ 17.1 99 Page 1189 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidating Statement of Comprehensive Income Year Ended December 31,2013 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Comprehensive income $ 126.1 $ 141.3 $ 409.0 $ 4.8 $ — $ (555.1) $ 126.1 100 Page 1190 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidating Statement of Comprehensive Income Year Ended December 31,2012 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Comprehensive income $ 121.5 $ 121.5 $ 322.8 $ 13.2 $ — $ (457.5) $ 121.5 101 Page 1191 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidating Statement of Comprehensive Income Year Ended December 31,2011 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Comprehensive income $ 17.2 $ 17.2 $ 343.7 $ 2.0 $ — $ (362.9) $ 17.2 102 Page 1192 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidating Statement of Cash Flows Year Ended December 31,2013 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Net cash(used in)provided by operating activities $ (15.2) $ (130.3) $ 508.8 $ 5.5 $ - $ (2.5) $ 366.3 Cash flows from investing activities: Capital expenditures - (40.8) (6.2) (0.1) - - (47.1) Net cash used in investing activities - (40.8) (6.2) (01) - - (47.1) Cash flows from financing activities: Proceeds from borrowings under revolving credit facility - 63.0 - - - - 63.0 Repayments of borrowings under revolving credit facility - (63.0) - - - - (63.0) Repayments of long-term debt - (51.1) - - - - (51.1) Proceeds from issuance of long-term debt - 1,535.2 - - - - 1,535.2 Payments to extinguish long- term debt - (2,047.4) - - - - (2,047.4) Payment of debt financing costs - (6.1) - - - - (6.1) Net change in accounts payable-inventory financing - - 7.4 - - - 7.4 Payment of incentive compensation plan withholding taxes - (4.0) (19.6) (0.5) - - (24.1) Net proceeds from issuance of common shares 424.7 424.7 Dividends paid (7.3) (7.3) Advances to/from affiliates (402.2) 892.6 (490.4) Other financing activities - 0.4 - - - - 0.4 Net cash provided by (used in) financing activities 15.2 319.6 (502.6) (0.5) (168.3) Effect of exchange rate changes on cash and cash equivalents - - - (0.7) - - (0.7) Net increase in cash and cash equivalents - 148.5 - 4.2 - (2.5) 150.2 Cash and cash equivalents- beginning ofperiod - 48.0 - 9.8 - (19.9) 37.9 Cash and cash equivalents-end of period $ - $ 196.5 $ - $ 14.0 $ - $ (22.4) $ 188.1 103 Page 1193 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidating Statement of Cash Flows Year Ended December 31,2012 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Net cash(used in)provided by operating activities $ - $ (204.3) $ 514.2 $ 1.3 $ - $ 6.2 $ 317.4 Cash flows from investing activities: Capital expenditures - (27.0) (14.0) (0.4) - - (41.4) Premitun payments on interest rate cap agreements - (0.3) - - - - (0.3) Net cash used in investing activities - (27.3) (14.0) (0.4) - - (41.7) Cash flows from financing activities: Proceeds from borrowings under revolving credit facility - 289.0 - - - - 289.0 Repayments of borrowings under revolving credit facility - (289.0) - - - - (289.0) Repayments of long-term debt - (201.0) - - - - (201.0) Proceeds from issuance of long-tenn debt - 135.7 - - - - 135.7 Payments to extinguish long- term debt - (243.2) - - - - (243.2) Payment of debt financing costs - (21) - - - - (21) Net change in accounts payable-inventory financing - - (29.5) - - - (29.5) Advances to/from affiliates - 486.0 (486.5) 0.5 - - - Other financing activities - 2.1 - - - - 2.1 Net cash provided by (used in) financing activities - 177.5 (516.0) 0.5 - - (338.0) Effect of exchange rate changes on cash and cash equivalents - - - 0.3 - - 0.3 Net(decrease)increase in cash and cash equivalents - (54.1) (15.8) 1.7 - 6.2 (62.0) Cash and cash equivalents- beginning of period - 102.1 15.8 8.1 - (26.1) 99.9 Cash and cash equivalents-end of period $ - $ 48.0 $ - $ 9.8 $ - $ (19.9) $ 37.9 104 Page 1194 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidating Statement of Cash Flows Year Ended December 31,2011 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Net cash(used in)provided by operating activities $ - $ (93.8) $ 327.5 $ (0.3) $ - $ (18.7) $ 214.7 Cash flows from investing activities: Capital expenditures - (33.4) (10.6) (1.7) - - (45.7) Cash settlements on interest rate swap agreements - (6.6) - - - - (6.6) Premium payments on interest rate cap agreements - (3.7) - - - - (3.7) Net cash used in investing activities - (43.7) (10.6) (1.7) - - (56.0) Cash flows from financing activities: Proceeds from borrowings under revolving credit facility - 1,295.0 - - - - 1,295.0 Repayments of borrowings under revolving credit facility - (1,483.2) - - - - (1,483.2) Repayments of long-term debt - (132.0) - - - - (132.0) Proceeds from issuance of long-term debt - 1,175.0 - - - - 1,175.0 Payments to extinguish long- term debt - (1,175.0) - - - - (1,175.0) Payment of debt financing costs - (26.3) - - - - (26.3) Net change in accounts payable-inventory financing - - 250.5 - - - 250.5 Advances to/from affiliates - 552.6 (552.7) 0.1 - - - Other financing activities - 0.6 - - - - 0.6 Net cash provided by(used in) financing activities - 206.7 (302.2) 0.1 - - (95.4) Effect of exchange rate changes on cash and cash equivalents Net increase(decrease)in cash and cash equivalents - 69.2 14.7 (1.9) - (18.7) 63.3 Cash and cash equivalents- beginning of period - 32.9 1.1 10.0 - (7.4) 36.6 Cash and cash equivalents-end of period $ - $ 102.1 $ 15.8 $ 8.1 $ - $ (26.1) $ 99.9 105 Page 1195 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 18. Selected Quarterly Financial Results(unaudited) (in millions,except per-share amounts) 2013 First Quarter Second Quarter Third Quarter Fourth Quarter Net Sales Detail: Corporate: Medium/Large $ 1,146.2 $ 1,271.4 $ 1,203.4 $ 1,281.6 Small Business 257.7 266.0 262.4 271.4 Total Corporate 1,403.9 1,537.4 1,465.8 1,553.0 Public: Government 252.3 295.7 375.3 327.3 Education 232.2 420.6 513.4 282.8 Healthcare 362.3 366.3 355.9 380.4 Total Public 846.8 1,082.6 1,244.6 990.5 Other 161.0 159.3 153.9 169.8 Net sales $ 2,411.7 $ 2,779.3 $ 2,864.3 $ 2,713.3 Gross profit $ 402.0 $ 451.6 $ 458.4 $ 448.3 Income from operations�� $ 120.1 $ 153.6 $ 92.9 $ 142.0 Net income(loss)(1) $ 28.3 $ 46.7 $ (2.2) $ 60.0 Net income(loss)per cornmon share(1)(z): Basic $ 0.19 $ 0.32 $ (0.01) $ 0.35 Diluted $ 0.19 $ 0.32 $ (0.01) $ 0.35 (in millions,except per-share amounts) 2012 First Quarter Second Quarter Third Quarter Fourth Quarter Net Sales Detail: Corporate: Medium/Large $ 1,089.6 $ 1,124.7 $ 1,055.7 $ 1,178.5 Small Business 273.2 269.7 257.1 264.3 Total Corporate 1,362.8 1,394.4 1,312.8 1,442.8 Public: Government 262.6 318.0 408.6 404.9 Education 221.7 349.5 394.7 226.4 Healthcare 333.3 372.9 360.4 370.0 Total Public 817.6 1,040.4 1,163.7 1,001.3 Other 138.8 149.9 146.8 156.9 Net sales $ 2,319.2 $ 2,584.7 $ 2,623.3 $ 2,601.0 Gross profit $ 384.6 $ 426.9 $ 432.7 $ 425.4 Income from operations $ 103.6 $ 136.4 $ 139.7 $ 130.9 Net income $ 10.9 $ 36.8 $ 38.0 $ 33.3 Net income per cornmon share(2): Basic $ 0.08 $ 0.25 $ 0.26 $ 0.23 Diluted $ 0.07 $ 0.25 $ 0.26 $ 0.23 (1) The third quarter of 2013 included pre-tax IPO-related charges of$74.1 million. See Note 9 for additional discussion of the IPO. 106 Page 1196 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (2) Basic and diluted net income(loss)per share are computed independently for each of the quarters presented. Therefore,the stun of quarterly basic and diluted per share information may not equal annual basic and diluted net income(loss)per share. 19. Subsequent Events The Company redeemed$30.0 million and$20.0 million aggregate principal amounts of Senior Subordinated Notes on January 22,2014 and February 21,2014,respectively.The redemption prices were 104.178%of the principal amounts redeemed plus$1.0 million and$0.9 million in accrued and unpaid interest to the date of each redemption, respectively.Following these redemptions,$42.5 million aggregate principal amount of the Senior Subordinated Notes remain outstanding.In connection with these redemptions,the Company expects to record a loss on extinguishment of long-tenn debt of$2.7 million in the consolidated statement of operations during the first quarter of 2014.This loss represents$2.1 million in redemption premituns and$0.6 million for the write-off of a portion of the remaining deferred financing costs related to the Senior Subordinated Notes. On February 13,2014,the Company announced that its board of directors declared a cash dividend on the Company's common stock of$0.0425 per share.The dividend will be paid on March 10,2014 to all stockholders of record as of the close of business on February 25,2014.Future dividends will be subject to the approval of the Company's board of directors. 107 Page 1197 of 1598 Table of Contents SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS Years ended December 31,2013,2012 and 2011 (in millions) Balance at Charged to Balance at Beginning Costs and End of of Period Expenses Deductions Period Allowance for doubtful accounts: Year Ended December 31,2013 $ 5.4 $ 2.8 $ (2.8) $ 5.4 Year Ended December 31,2012 5.4 3.9 (3.9) 5.4 Year Ended December 31,2011 5.0 3.6 (3.2) 5.4 Reserve for sales returns: Year Ended December 31,2013 $ 4.4 $ 35.0 $ (34.3) $ 5.1 Year Ended December 31,2012 4.5 33.2 (33.3) 4.4 Year Ended December 31,2011 3.2 32.0 (30.7) 4.5 108 Page 1198 of 1598 Table of Contents Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A.Controls and Procedures Evaluation of Disclosure Controls and Procedures The Company's management,with the participation of the Company's Chief Executive Officer and Chief Financial Officer,has evaluated the effectiveness of the Company's disclosure controls and procedures(as such teen is defined in Rule l3a-15(e)or Rule 15d-15(e)under the Securities Exchange Act of 1934,as amended(the "Exchange Act"))as of the end of the period covered by this report.Based on such evaluation,the Company's management,including the Company's Chief Executive Officer and Chief Financial Officer,has concluded that,as of the end of such period,the Company's disclosure controls and procedures were effective in recording,processing,summarizing,and reporting,on a timely basis,information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act,and that infonnation is accinnulated and coimnunicated to the Company's management,including the Company's Chief Executive Officer and Chief Financial Officer,as appropriate to allow timely discussions regarding required disclosure. Management's Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting,as defined in Rule 13a-15(f)and 15d-15(f)under the Exchange Act.Because of its inherent limitations,internal control over financial reporting may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation.Also,projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,or that the degree of compliance with policies or procedures may deteriorate. Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2013.Management based this assessment on the criteria set forth by the Coimnittee of Sponsoring Organizations of the Treadway Commission(COSO)in"Internal Control—Integrated Framework(1992 framework)." Based on its assessment,management concluded that,as of December 31,2013,the Company's internal control over financial reporting is effective. Ernst&Young LLP,independent registered public accounting firm,has audited the consolidated financial statements of the Company and the Company's internal control over financial reporting and has included their reports herein. Changes in Internal Control over Financial Reporting There were no changes in the Company's internal control over financial reporting during the fiscal quarter ended December 31,2013 that have materially affected,or are reasonably likely to materially affect,the Company's internal control over financial reporting. 109 Page 1199 of 1598 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of CDW Corporation We have audited CDW Corporation and subsidiaries'internal control over financial reporting as of December 31,2013, based on criteria established in Internal Control-Integrated Framework issued by the Cornmittee of Sponsoring Organizations of the Treadway Cornmission(1992 framework)(the COSO criteria).CDW Corporation and subsidiaries'management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board(United States).Those standards require that we plan and perforin the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.Our audit included obtaining an understanding of internal control over financial reporting,assessing the risk that a material weakness exists,testing and evaluating the design and operating effectiveness of internal control based on the assessed risk,and perfonning such other procedures as we considered necessary in the circumstances.We believe that our audit provides a reasonable basis for our opinion. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.A company's internal control over financial reporting includes those policies and procedures that (1)pertain to the maintenance of records that,in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)provide reasonable assurance that transactions are recorded as necessary to pen-nit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and(3)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,use,or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, CDW Corporation and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31,2013,based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board(United States),the consolidated balance sheets of CDW Corporation and subsidiaries as of December 31,2013 and 2012,and the related consolidated statements of operations,comprehensive income,shareholders'equity (deficit)and cash flows for each of the three years in the period ended December 31,2013 of CDW Corporation and subsidiaries and our report dated March 5,2014 expressed an unqualified opinion thereon. /s/Ernst&Young LLP Chicago,Illinois March 5,2014 110 Page 1200 of 1598 Table of Contents Item 9B.Other Information None. Page 1201 of 1598 Table of Contents PART III Item 10.Directors,Managers,Executive Officers and Corporate Governance We have adopted The CDW Way Code,our code of business conduct and ethics,that is applicable to all of our coworkers.Additionally,within The CDW Way Code is a Financial Integrity Code of Ethics that sets forth an even higher standard applicable to our executives,officers,members of our internal disclosure cornmittee and all managers and above in our finance department.A copy of this code is available on our corporate website at www.cdw.com.If we make any substantive amendments to this code or grant any waiver from a provision to our chief executive officer,principal financial officer or principal accounting officer,we will disclose the nature of such amendment or waiver on our website or in a report on Form 8- K. See Part I-"Executive Officers"for information about our executive officers,which is incorporated by reference in this Item 10. Other information required under this Item 10 is incorporated herein by reference to our definitive proxy statement for our 2014 annual meeting of stockholders on May 22,2014("2014 proxy statement"),which we will file with the SEC on or before 120 days after our 2013 fiscal year-end. Item 11.Executive Compensation Information required under this Item ll is incorporated herein by reference to the 2014 proxy statement. Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information required under this Item 12 is incorporated herein by reference to the 2014 proxy statement. Item 13.Certain Relationships and Related Transactions,and Director Independence Information required under this Item 13 is incorporated herein by reference to the 2014 proxy statement. Item 14.Principal Accountant Fees and Services Information required under this Item 14 is incorporated herein by reference to the 2014 proxy statement. 112 Page 1202 of 1598 Table of Contents PART IV Item 15.Exhibits and Financial Statement Schedules (a) Financial Statements and Schedules The following documents are tiled as part of this report: (1) Consolidated Financial Statements: Page Report of Independent Registered Public Accounting Finn 62 Consolidated Balance Sheets as of December 31 2013 and 2012 63 Consolidated Statements of Operations for the years ended December 31,2013,2012 and 2011 64 Consolidated Statements of Comprehensive Income for the years ended December 31,2013,2012 and 2011 65 Consolidated Statements of Shareholders'Equity (Deficit)for the years ended December 31,2013,2012 and 2011 66 Consolidated Statements of Cash Flows for the years ended December 31,2013,2012 and 2011 67 Notes to Consolidated Financial Statements 68 (2) Financial Statement Schedules: Page Schedule II—Valuation and Qualifying Accounts 108 All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule,or because the information required is included in the consolidated financial statements or notes thereto. (b) Exhibits The information required by this Item is set forth on the exhibit index that follows the signature page of this report. 113 Page 1203 of 1598 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d)of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized. CDW CORPORATION Date: March 5,2014 By: /s/Thomas E.Richards Thomas E.Richards Chainnan,President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934,this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/Thomas E.Richards Chainnan,President and Chief Executive Officer March 5,2014 Thomas E.Richards (principal executive officer)and Director /s/Ann E.Ziegler Senior Vice President and Chief Financial Officer March 5,2014 Ann E.Ziegler (principal financial officer) /s/Virginia L. Seggennan Vice President and Controller March 5,2014 Virginia L. Seggennan (principal accounting officer) /s/Steven W.Alesio Director March 5,2014 Steven W.Alesio /s/Bary K.Allen Director March 5,2014 Barry K.Allen /s/Benjamin D. Chereskin Director March 5,2014 Benjamin D.Chereskin /s/Glenn M. Creamer Director March 5,2014 Glenn M. Creamer /s/Michael J.Dominguez Director March 5,2014 Michael J.Dominguez /s/Paul J.Finnegan Director March 5,2014 Paul J.Finnegan /s/David W.Nelms Director March 5,2014 David W.Nelms /s/Robin P. Selati Director March 5,2014 Robin P. Selati /s/Donna F.Zarcone Director March 5,2014 Donna F.Zarcone 114 Page 1204 of 1598 Table of Contents EXHIBIT INDEX Exhibit Number Description 3.1 Fifth Amended and Restated Certificate of Incorporation of CDW Corporation,previously tiled as Exhibit 3.1 with CDW Corporation's Amendment No.2 to Form S-1 filed on June 14,2013 (Reg.No.333-187472) and incorporated herein by reference. 3.2 Amended and Restated By-Laws of CDW Corporation,previously filed as Exhibit 3.2 with CDW Corporation's Amendment No.2 to Form S-1 filed on June 14,2013 (Reg.No.333-187472)and incorporated herein by reference. 3.3 Articles of Organization of CDW LLC,previously filed as Exhibit 3.3 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 3.4 Amended and Restated Limited Liability Company Agreement of CDW LLC,previously filed as Exhibit 3.4 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 3.5 Certificate of Incorporation of CDW Finance Corporation,previously filed as Exhibit 3.5 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 3.6 By-Laws of CDW Finance Corporation,previously filed as Exhibit 3.6 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 3.7 Amended and Restated Articles of Incorporation of CDW Technologies,Inc.,previously filed as Exhibit 3.7 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 3.8 Amended and Restated By-Laws of CDW Technologies,Inc.,previously filed as Exhibit 3.8 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 3.9 Articles of Organization of CDW Direct,LLC,previously filed as Exhibit 3.9 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 3.10 Amended and Restated Limited Liability Company Agreement of CDW Direct,LLC,previously filed as Exhibit 3.10 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 3.11 Articles of Organization of CDW Goverrnnent LLC,previously filed as Exhibit 3.11 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 3.12 Amended and Restated Limited Liability Company Agreement of CDW Goverrnnent LLC,previously filed as Exhibit 3.12 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 3.13 Articles of Incorporation of CDW Logistics,Inc.,previously filed as Exhibit 3.13 with CDW Corporation's Foran S-4 filed on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 3.14 By-Laws of CDW Logistics,Inc.,previously filed as Exhibit 3.14 with CDW Corporation's Foran S-4 filed on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 4.1 Specimen Common Stock Certificate,previously filed as Exhibit 4.1 with CDW Corporation's Amendment No.3 to Foran S-1 filed on June 25,2013 (Reg.No.333-187472)and incorporated herein by reference. 4.2 Senior Secured Note Indenture,dated as of December 17,2010,by and among CDW LLC,CDW Finance Corporation,the guarantors party thereto and U.S.Bank National Association as trustee,previously filed as Exhibit 4.1 with CDW Corporation's Foran 8-K filed on December 21,2010 and incorporated herein by reference. 115 Page 1205 of 1598 Table of Contents Exhibit Number Description 4.3 Senior Secured Note Supplemental Indenture,dated as of March 29,2011,by and among CDW LLC,CDW Finance Corporation,the guarantors party thereto and U.S.Bank National Association as trustee,previously tiled as Exhibit 4.1 with CDW Corporation's For n 8-K tiled on March 30,2011 and incorporated herein by reference. 4.4 Second Senior Secured Note Supplemental Indenture,dated as of May 10,2012,by and among CDW LLC, CDW Finance Corporation,the guarantors parry thereto and U.S.Bank National Association as trustee, previously tiled as Exhibit 4.1 with CDW Corporation's For n 8-K tiled on May 11,2012 and incorporated herein by reference. 4.5 For n of Senior Secured Note(included as Exhibit A to Exhibit 4.1),previously tiled as Exhibit 4.2 with CDW Corporation's For n 8-K tiled on December 21,2010 and incorporated herein by reference. 4.6 Senior Note Indenture,dated as of April 13,2011,between CDW Escrow Corporation and U.S.Bank National Association as trustee,previously filed as Exhibit 4.1 with CDW Corporation's For n 8-K tiled on April 14,2011 and incorporated herein by reference. 4.7 Senior Note Supplemental Indenture,dated as of April 13,2011,by and among CDW LLC,CDW Finance Corporation,the guarantors party thereto and U.S.Bank National Association as trustee,previously filed as Exhibit 4.2 with CDW Corporation's For n 8-K tiled on April 14,2011 and incorporated herein by reference. 4.8 Second Senior Note Supplemental Indenture,dated as of May 20,2011,by and among CDW LLC,CDW Finance Corporation,CDW Escrow Corporation,the guarantors parry thereto and U.S.Bank National Association as Trustee,previously tiled as Exhibit 4.1 with CDW Corporation's For n 8-K tiled on May 23, 2011 and incorporated herein by reference. 4.9 Third Senior Note Supplemental Indenture,dated as of February 17,2012,by and among CDW LLC,CDW Finance Corporation,the guarantors party thereto and U.S.Bank National Association as Trustee,previously tiled as Exhibit 4.5 with CDW Corporation's For n 8-K tiled on February 17,2012 and incorporated herein by reference. 4.10 Fourth Senior Note Supplemental Indenture,dated as of May 10,2012,by and among CDW LLC,CDW Finance Corporation,the guarantors party thereto and U.S.Bank National Association as trustee,previously tiled as Exhibit 4.3 with CDW Corporation's For n 8-K tiled on May 11,2012 and incorporated herein by reference. 4.11 For n of Senior Note(included as Exhibit A to Exhibit 4.5),previously tiled as Exhibit 4.3 with CDW Corporation's For n 8-K tiled on April 14,2011 and incorporated herein by reference. 4.12 Senior Notes Registration Rights Agreement,dated as of February 17,2012,by and among CDW LLC, CDW Finance Corporation,the guarantors parry thereto and Barclays Capital Inc.as initial purchaser, previously tiled as Exhibit 4.7 with CDW Corporation's For n 8-K tiled on February 17,2012 and incorporated herein by reference. 4.13 Senior Subordinated Exchange Note Indenture,dated as of October 10,2008,by and among CDW Corporation,the guarantors party thereto and U.S.Bank National Association as trustee,previously filed as Exhibit 4.6 with CDW Corporation's Forn S-4 tiled on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 4.14 Senior Subordinated Exchange Note Supplemental Indenture,dated as of May 10,2010,by and among CDW LLC,the guarantors parry thereto and U.S.Bank National Association as trustee,previously filed as Exhibit 4.7 with CDW Corporation's Forn S-4 tiled on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 4.15 Second Senior Subordinated Exchange Note Supplemental Indenture,dated as of August 23,2010,by and among CDW LLC,CDW Finance Corporation,the guarantors parry thereto and U.S.Bank National Association as trustee,previously filed as Exhibit 4.8 with CDW Corporation's For n S-4 tiled on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 4.16 Third Senior Subordinated Exchange Note Supplemental Indenture,dated as of May 10,2012,by and among CDW LLC,CDW Finance Corporation,the guarantors parry thereto and U.S.Bank National Association as trustee,previously tiled as Exhibit 4.2 with CDW Corporation's For n 8-K tiled on May 11,2012 and incorporated herein by reference. 116 Page 1206 of 1598 Table of Contents Exhibit Number Description 4.17 Foran of Fixed Rate Senior Subordinated Exchange Note due 2017(included as Exhibit B to Exhibit 4.12), previously tiled as Exhibit 4.10 with CDW Corporation's Foran S-4 tiled on September 7,2010(Reg.No. 333-169258)and incorporated herein by reference. 4.18 Foran of Global Fixed Rate Senior Subordinated Exchange Note due 2017,Series B,previously tiled as Exhibit 4.11 with CDW Corporation's Foran 10-K for the fiscal year ended December 31,2010 and incorporated herein by reference. 10.1 Revolving Loan Credit Agreement,dated as of June 24,2011,by and among CDW LLC,the lenders from time to time party thereto,JPMorgan Chase Bank,N.A.,as administrative agent,GE Commercial Distribution Finance Corporation,as floorplan funding agent,and the joint lead arrangers,joint bookrunners, co-collateral agents and other agents party thereto,previously filed as Exhibit 10.1 with CDW Corporation's Amendment No. 1 to Foran S-4 filed on September 26,2011 (Reg.No.333-175597)and incorporated herein by reference. 10.2 Tenn Loan Agreement,dated as of April 29,2013,by and among CDW LLC,the lenders from time to time party thereto,Barclays Bank PLC,as administrative agent and collateral agent,and the joint lead arrangers, joint bookrunners,co-syndication agents and co-doctunentation agents parry thereto,previously filed as Exhibit 10.1 with CDW Corporation's Foran 8-K filed on May 1,2013 and incorporated herein by reference. 10.3 First Amendment to Tenn Loan Agreement,dated as of May 30,2013,by and among CDW LLC,the lenders from time to time party thereto,and Barclays Bank PLC,as administrative agent and collateral agent, previously filed as Exhibit 10.3 with CDW Corporation's Amendment No.2 to Foran S-1 filed on June 14, 2013 (Reg.No.333-187472)and incorporated herein by reference. 10.4 Incremental Amendment,dated as of July 31,2013,by and among CDW LLC,the lenders party thereto and Barclays Bank PLC,as administrative agent,previously filed as Exhibit 10.1 with CDW Corporation's Foran 8-K filed on August 1,2013 and incorporated herein by reference. 10.5 Third Amendment to the Tenn Loan Agreement,dated as of September 12,2013,by and among CDW LLC, the lenders from time to time parry thereto and Barclays Bank PLC,as administrative agent and collateral agent,previously filed as Exhibit 10.2 with CDW Corporation's Foran 10-Q filed on November 7,2013 and incorporated herein by reference. 10.6 Second Amended and Restated Guarantee and Collateral Agreement,dated April 29,2013,by and among CDW LLC,the guarantors parry thereto and Barclays Bank PLC,as collateral agent,previously filed as Exhibit 10.2 with CDW Corporation's Foran 8-K filed on May 1,2013 and incorporated herein by reference. 10.7 Management Services Agreement,dated as of October 12,2007,by and between CDW Corporation, Madison Dearborn Partners V-B,L.P. and Providence Equity Partners L.L.C.,previously filed as Exhibit 10.9 with CDW Corporation's Foran S-4 filed on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 10.8 Tennination Agreement,dated as of June 12,2013,by and among CDW Corporation,Madison Dearborn Partners V-B,L.P. and Providence Equity Partners L.L.C.,previously filed as Exhibit 10.6 with CDW Corporation's Amendment No.2 to Foran S-1 filed on June 14,2013 (Reg.No.333-187472)and incorporated herein by reference. 10.9 Registration Agreement,dated as of October 12,2007,by and among VH Holdings,Inc.,CDW Holdings LLC,Madison Dearborn Capital Partners V-A,L.P.,Madison Dearborn Capital Partners V-C,L.P.,Madison Dearborn Partners V Executive-A,L.P.,Providence Equity Partners VI L.P.,Providence Equity Partners VI- A L.P.,and the other securityholders party thereto,previously filed as Exhibit 10.10 with CDW Corporation's Foran S-4 filed on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 10.10* Withdrawal from Registration Agreement,dated as of November 12,2013,by and between CDW Corporation and Paul S. Shain. 10.11* Withdrawal from Registration Agreement,dated as of November 20,2013,by and among CDW Corporation, James R. Shanks and BOS Holdings,LLC. 1012§ CDW Holdings LLC 2007 Incentive Equity Plan,adopted as of October 12,2007,previously filed as Exhibit 10.11 with CDW Corporation's Foran S-4 filed on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 117 Page 1207 of 1598 Table of Contents Exhibit Number Description 10.13§ Form of CDW Holdings LLC Class A Coimnon Unit Purchase and Exchange Agreement under the CDW Holdings LLC 2007 Incentive Equity Plan(executed by Thomas E.Richards,John A.Edwardson,Dennis G. Berger,Douglas E.Eckrote,Christine A.Leahy,Jonathan J. Stevens and Ann E.Ziegler),previously tiled as Exhibit 10.12 with CDW Corporation's Forn S-4 tiled on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 10.14§ Forn of CDW Holdings LLC Class A Coimnon Unit Purchase and Exchange Agreement under the CDW Holdings LLC 2007 Incentive Equity Plan(executed by Neal J. Campbell,Christina M. Corley,Christina V. Rother and Matthew A.Troka and to be used for certain future investors),previously filed as Exhibit 10.13 with CDW Corporation's Forn S-4 tiled on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 10.15§ Forn of CDW Holdings LLC Class B Common Unit Grant Agreement under the CDW Holdings LLC 2007 Incentive Equity Plan(executed by Thomas E.Richards,John A.Edwardson,Dennis G.Berger,Douglas E. Eckrote,Christine A.Leahy,Jonathan J. Stevens and Ann E.Ziegler),previously tiled as Exhibit 10.12 with CDW Corporation's Forn 10-K tiled on March 8,2013 and incorporated herein by reference. 10.16§ Forn of CDW Holdings LLC Class B Common Unit Grant Agreement under the CDW Holdings LLC 2007 Incentive Equity Plan(executed by Neal J. Campbell,Christina M. Corley,Christina V.Rother and Matthew A.Troka and to be used for certain future grantees),previously tiled as Exhibit 10.13 with CDW Corporation's Forn 10-K tiled on March 8,2013 and incorporated herein by reference. 10.17§ Forn of Compensation Protection Agreement(executed by Dennis G.Berger,Douglas E.Eckrote,Christine A.Leahy,Jonathan J. Stevens and Ann E.Ziegler),previously tiled as Exhibit 10.18 with CDW Corporation's Forn S-4 tiled on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 1018§ CDW Compensation Protection Plan,adopted as of December 10,2002 and amended and restated effective as of January 1,2009 (applicable to Neal J. Campbell,Christina M. Corley,Christina V.Rother and Matthew A.Troka),previously tiled as Exhibit 10.19 with CDW Corporation's Forn S-4 tiled on September 7,2010 (Reg.No.333-169258)and incorporated herein by reference. 1019§ First Amendment to CDW Compensation Protection Plan,adopted as of December 10,2002 and amended and restated effective as of January 1,2009,dated as of January 3,2012,previously tiled as Exhibit 10.18 with CDW Corporation's Forn 10-K tiled on March 9,2012 and incorporated herein by reference. 10.20§ Forn of Noncompetition Agreement under the Compensation Protection Agreement,previously tiled as Exhibit 10.20 with CDW Corporation's Forn S-4 tiled on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 10.21§ Forn of Noncompetition Agreement under the CDW Compensation Protection Plan,previously filed as Exhibit 10.21 with CDW Corporation's Forn S-4 tiled on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 10.22§ CDW Restricted Debt Unit Plan,adopted as of March 10,2010,previously tiled as Exhibit 10.22 with CDW Corporation's Forn S-4 tiled on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 10.23§ Forn of CDW Restricted Debt Unit Grant Notice and Agreement(executed by Thomas E.Richards,Dennis G.Berger,Douglas E.Eckrote,Christine A.Leahy,Jonathan J. Stevens and Ann E.Ziegler),previously tiled as Exhibit 10.23 with CDW Corporation's Forn S-4 tiled on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 10.24§ Forn of CDW Restricted Debt Unit Grant Notice and Agreement(executed by Neal J. Campbell,Christina M. Corley,Christina V.Rother and Matthew A.Troka and to be used for certain future grantees),previously tiled as Exhibit 10.24 with CDW Corporation's Forn S-4 tiled on September 7,2010(Reg.No.333-169258) and incorporated herein by reference. 10.25§ Senior Management Incentive Plan,as amended and restated effective January 1,2010,previously tiled as Exhibit 10.1 with CDW Corporation's Forn 8-K tiled on November 15,2010 and incorporated herein by reference. 10.26§ Amended and Restated Compensation Protection Agreement,dated as of June 30,2011,by and between CDW LLC and Thomas E.Richards,previously tiled as Exhibit 10.3 with CDW Corporation's Forn 8-K tiled on July 1,2011 and incorporated herein by reference. 118 Page 1208 of 1598 Table of Contents Exhibit Number Description 10.27§ Letter Agreement,dated as of September 13,2011,by and between CDW Direct,LLC and Christina M. Corley,previously tiled as Exhibit 10.31 with CDW Corporation's Foran 10-K tiled on March 9,2012 and incorporated herein by reference. 10.28§ Foran of CDW Holdings LLC(Director)Class A Coimnon Unit Purchase Agreement(executed by Steven W. Alesio,Barry K.Allen,Benjamin D. Chereskin and Chereskin Dynasty Trust and Donna F.Zarcone), previously tiled as Exhibit 10.32 with CDW Corporation's Foran 10-K tiled on March 8,2013 and incorporated herein by reference. 10.29§ Foran of Indemnification Agreement by and between CDW Corporation and its directors and officers, previously filed as Exhibit 10.32 with CDW Corporation's Amendment No.2 to Foran S-1 filed on June 14, 2013 (Reg.No.333-187472)and incorporated herein by reference. 10.30 Stockholders Agreement,dated as of June 10,2013,by and among CDW Corporation,Madison Dearborn Capital Partners V-A,L.P.,Madison Dearborn Capital Partners V-C,L.P.,Madison Dearborn Capital Partners V Executive-A,L.P.,Providence Equity Partners VI L.P.,Providence Equity Partners VI-A L.P. and the other securityholders party thereto,previously filed as Exhibit 10.33 with CDW Corporation's Amendment No.2 to Foran S-1 filed on June 14,2013 (Reg.No.333-187472)and incorporated herein by reference. 10.31§ CDW Corporation 2013 Senior Management Incentive Plan,previously filed as Exhibit 10.34 with CDW Corporation's Amendment No.2 to Foran S-1 filed on June 14,2013 (Reg.No.333-187472)and incorporated herein by reference. 10.32§ CDW Corporation 2013 Long-Tenn Incentive Plan,previously filed as Exhibit 10.35 with CDW Corporation's Amendment No.2 to Foran S-1 filed on June 14,2013 (Reg.No.333-187472)and incorporated herein by reference. 10.33§ CDW Corporation Coworker Stock Purchase Plan,previously filed as Exhibit 10.36 with CDW Corporation's Amendment No.2 to Foran S-1 filed on June 14,2013 (Reg.No.333-187472)and incorporated herein by reference. 10.34§ Foran of CDW Corporation Option Award Notice and Stock Option Agreement(executed by Thomas E. Richards),previously filed as Exhibit 10.37 with CDW Corporation's Amendment No.2 to Foran S-1 filed on June 14,2013 (Reg.No.333-187472)and incorporated herein by reference. 10.35§ Foran of CDW Corporation Option Award Notice and Stock Option Agreement(executed by Neal J. Campbell and Christina M. Corley),previously filed as Exhibit 10.38 with CDW Corporation's Amendment No.2 to Foran S-1 filed on June 14,2013 (Reg.No.333-187472)and incorporated herein by reference. 10.36§ Foran of CDW Corporation Restricted Stock Award Notice and Restricted Stock Award Agreement(executed by Thomas E.Richards,Dennis G.Berger,Douglas E.Eckrote,Christine A.Leahy,Jonathan J. Stevens and Ann E.Ziegler),previously filed as Exhibit 10.12 with CDW Corporation's Foran 10-Q filed on August 12, 2013 and incorporated herein by reference. 10.37§ Foran of CDW Corporation Restricted Stock Award Notice and Restricted Stock Award Agreement(executed by Neal J. Campbell,Christina M. Corley,Christina V.Rother and Matthew A.Troka),previously filed as Exhibit 10.13 with CDW Corporation's Foran 10-Q filed on August 12,2013 and incorporated herein by reference. 10.38§ CDW Amended and Restated Restricted Debt Unit Plan,previously filed as Exhibit 10.3 with CDW Corporation's Foran 10-Q filed on November 7,2013 and incorporated herein by reference. 12.1* Computation of ratio of earnings to fixed charges. 21.1 List of subsidiaries,previously filed as Exhibit 21.1 with CDW Corporation's Foran S-4 filed on April 13, 2012(Reg.No.333-180715)and incorporated herein by reference. 23.1* Consent of Ernst&Young LLP. 31.1* Certification of Chief Executive Officer pursuant to Rule 15d-14(a)under the Securities Exchange Act of 1934. 119 Page 1209 of 1598 Table of Contents Exhibit Number Description 31.2* Certification of Chief Financial Officer pursuant to Rule 15d-14(a)under the Securities Exchange Act of 1934. 32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350. 32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350. 101.INS* XBRL Instance Document l O1.SCH* XBRL Taxonomy Extension Schema Document l O1.CAL* XBRL Taxonomy Extension Calculation Linkbase Document l O1.DEF* XBRL Taxonomy Extension Definition Linkbase Document lO1.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document * Filed herewith ** These items are furnished and not filed. § A management contract or compensatory arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K. 120 Page 1210 of 1598 EDGAXanilne CDW CORP FORM 10-K (Annual Report) Filed 02/26/15 for the Period Ending 12/31 /14 Address 200 N MILWAUKEE AVE VERNON HILLS, IL 60061 Telephone 8474656000 CIK 0001402057 Symbol CDW SIC Code 5961 - Catalog and Mail-Order Houses Fiscal Year 12/31 Powered ar E & ,ji,, http://www.edgar-online.com ©Copyright 2015, EDGAR Online, Inc.All Rights Reserved. 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Page 1 21 1 of 1 598 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549 FORM 10-K (Mark One) ❑D ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31,2014 or ❑ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35985 CDW CORPORATION (Exact name of registrant as specified in its charter) Delaware 26-0273989 (State or other jurisdiction of (I.R.S.Employer incorporation or organization) Identification No.) 200 N.Milwaukee Avenue Vernon Hills,Illinois 60061 (Address of principal executive offices) (Zip Code) (847)465-6000 (Registrant's telephone number,including area code) None (Former name,former address and former fiscal year,if changed since last report) Securities registered pursuant to Section 12(b)of the Act: Title of each class: Name of each exchange on which registered Common stock,par value$0.01 per share NASDAQ Global Select Market Securities registered pursuant to Section 12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act. ❑x Yes ❑ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act. ❑ Yes ❑x No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days. ❑x Yes ❑ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,if any,every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit and post such files). ❑x Yes ❑ No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(§229.405)is not contained herein,and will not be contained,to the best of registrant's knowledge,in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ❑x Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or a smaller reporting company.See the definitions of"large accelerated filer,""accelerated filer,"and"smaller reporting company"in Rule 12b-2 of the Exchange Act(Check one): a Large accelerated filer ❑x Accelerated filer Of �9$ Non-accelerated filer ❑ (Do not check if a smaller reporting company) Smaller reporting company ❑ Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act). ❑ Yes Z No Page 1213 of 1598 Table of Contents The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30,2014,the last business day of the registrant's most recently completed second fiscal quarter,was$2,762.3 million,based on the per share closing sale price of$31.88 on that date. As of February 20,2015,there were 172,275,656 shares of common stock,$0.01 par value,outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive proxy statement for use in connection with its 2015 Annual Meeting of Shareholders,to be filed not later than 120 days after December 31, 2014,are incorporated by reference into Part III of this report. Page 1214 of 1598 CDW CORPORATION AND SUBSIDIARIES ANNUAL REPORT ON FORM 10-K Year Ended December 31,2014 TABLE OF CONTENTS Item Page PART I Item 1. Business 4 Item IA. Risk Factors 9 Item 1B. Unresolved Staff Comments 20 Item 2. Properties 20 Item 3. Legal Proceedings 21 Item 4. Mine Safety Disclosures 21 PART II Item 5. Market for Registrant's Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities 25 Item 6. Selected Financial Data 27 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 33 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 57 Item 8. Financial Statements and Supplementary Data 58 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 107 Item 9A. Controls and Procedures 107 Item 9B. Other Information 109 PART III Item 10. Directors,Executive Officers and Corporate Governance 110 Item 11. Executive Compensation 110 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 110 Item 13. Certain Relationships and Related Transactions, and Director Independence 110 Item 14. Principal Accountant Fees and Services 110 PART IV Item 15. Exhibits and Financial Statement Schedules 111 SIGNATURES 112 2 Page 1215 of 1598 Table of Contents FORWARD-LOOKING STATEMENTS This report contains forward-looking statements within the meaning of the federal securities laws.All statements other than statements of historical fact included in this report are forward-looking statements.These statements relate to analyses and other information,which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. We claim the protection of The Private Securities Litigation Reform Act of 1995 for all forward-looking statements in this report. These forward-looking statements are identified by the use of terms and phrases such as"anticipate,""believe,""could,""estimate," "expect,""intend,""may,""plan,""predict,""project,""should,""will"and similar terms and phrases,including references to assumptions. However,these words are not the exclusive means of identifying such statements.Although we believe that our plans,intentions and expectations reflected in or suggested by such forward-looking statements are reasonable,we cannot assure you that we will achieve those plans, intentions or expectations.All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the section entitled"Risk Factors"included elsewhere in this report.All written and oral forward-looking statements attributable to us,or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements contained in the section entitled"Risk Factors" included elsewhere in this report as well as other cautionary statements that are made from time to time in our other Securities and Exchange Commission("SEC")filings and public communications. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties. We caution you that the important factors referenced above may not contain all of the factors that are important to you.In addition,we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized,that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. 3 Page 1216 of 1598 Table of Contents PART Item 1.Business Our Company CDW is a Fortune 500 company and a leading provider of integrated information technology("IT") solutions in the U.S. and Canada. We help our customer base of approximately 250,000 small,medium and large business,government, education and healthcare customers by delivering critical solutions to their increasingly complex IT needs. Our broad array of offerings ranges from discrete hardware and software products to integrated IT solutions such as mobility, security,data center optimization, cloud computing,virtualization and collaboration. We are technology"agnostic,"with a product portfolio that includes over 100,000 products from more than 1,000 brands. We provide our products and solutions through sales force and service delivery teams consisting of nearly 4,600 coworkers,including more than 1,800 Field sellers,highly- skilled technology specialists and advanced service delivery engineers. We are a leading U.S. sales channel partner for many original equipment manufacturers("OEMs")and software publishers (collectively, our"vendor partners"),whose products we sell or include in the solutions we offer.We believe we are an important extension of our vendor partners'sales and marketing capabilities,providing them with a cost-effective way to reach customers and deliver a consistent brand experience through our established end-market coverage and extensive customer access. We provide value to our customers by simplifying the complexities of technology across design, selection,procurement,integration and management. Our goal is to have our customers,regardless of their size,view us as an indispensable extension of their IT staffs. We seek to achieve this goal by providing our customers with superior service through our large and experienced sales force and service delivery teams. Our multi-brand offering approach enables us to identify the products or combination of products that best address each customer's specific organizational IT requirements and to evolve our offerings as new technologies develop. We believe we offer the following value proposition to our customers and our vendor partners: Our value proposition to our customers Our value proposition to our vendor partners • Access to approximately 250,000 customers throughout the U.S. • Broad selection of products and multi-branded IT solutions and Canada • Value-added services with integration capabilities 0 Large and established customer channels • Highly-skilled specialists and engineers • Strong distribution and implementation capabilities • Solutions across a very broad IT landscape 0 Value-added solutions and marketing programs that generate end-user demand Our customers include private sector businesses many of which employ fewer than 5,000 employees,government agencies and educational and healthcare institutions.We serve our customers through channel-specific sales teams and service delivery teams with extensive technical skills and knowledge of the specific markets they serve.This market segmentation allows us to customize our offerings and to provide enhanced expertise in designing and implementing IT solutions for our customers. We currently have five dedicated customer channels: medium/large business, small business,government, education and healthcare, each of which generated nearly$1 billion or more in net sales in 2014 .The scale and diversity of our customer channels provide us with multiple avenues for growth and a balanced customer base to weather economic and technology cycles. 4 Page 1217 of 1598 Table of Contents The following table provides information regarding our reportable segments and our customer channels: Corporate Segment Public Segment Customer Medium/Large Channels Business Small Business Government Education Healthcare Other Target 100-5,000 10- 100 Various federal, Higher Hospitals,ambulatory Advanced services Customers employees employees state and local education and service providers and customers plus agencies K-12 long-term care Canada facilities 2014 Net Sales $5.5 $1.0 $1.5 $1.8 $1.6 $0.7 (in billions) For further information on our segments,including Financial results, see Note 17 to the accompanying audited consolidated Financial statements included elsewhere in this report. We offer more than 1,000 brands, from well-established companies such as APC,Apple, Cisco,EMC, Google,Hewlett-Packard,IBM, Lenovo,Microsoft,NetApp, Samsung, Symantec and VMware to emerging vendor partners such as Aerohive Networks,Box,Inc.,Drobo,Jive, Nimble Storage,Nutanix, and Ruckus.In 2014 ,we generated over$1 billion of revenue for each of four of our vendor partners and over$100 million of revenue for each of 12 other vendor partners. We have received the highest level of certification from major vendor partners such as Cisco,EMC and Microsoft,which reflects the extensive product and solution knowledge and capabilities that we bring to our customers'IT challenges.These certifications also provide us with access to favorable pricing,tools and resources,including vendor incentive programs, which we use to provide additional value to our customers. Our vendor partners also regularly recognize us with top awards and select us to develop and grow new customer solutions. History CDW was founded in 1984.In 2003,we purchased selected U.S. assets and the Canadian operations of Micro Warehouse,which extended our growth platform into Canada.In 2006,we acquired Berbee Information Networks Corporation, a regional provider of technology products, solutions and customized engineering services in advanced technologies primarily across Cisco,IBM and Microsoft portfolios. This acquisition increased our capabilities in customized engineering services and managed services. On October 12,2007,CDW Corporation, an Illinois corporation,was acquired through a merger transaction by an entity controlled by investment funds affiliated with Madison Dearborn Partners,LLC and Providence Equity Partners L.L.C. (the"Acquisition"). CDW Corporation continued as the surviving corporation and same legal entity after the Acquisition,but became a wholly owned subsidiary of VH Holdings,Inc., a Delaware corporation. On December 31,2009,CDW Corporation merged into CDWC LLC, an Illinois limited liability company owned by VH Holdings, Inc.,with CDWC LLC as the surviving entity. This change had no impact on our operations or management. On December 31,2009, CDWC LLC was renamed CDW LLC ("CDW LLC"). On August 17, 2010,VH Holdings,Inc. was renamed CDW Corporation("Parent"), a Delaware corporation. Throughout this report,the terms"the Company"and"CDW"refer to Parent and its 100%owned subsidiaries. Prior to July 2,2013,the date of our initial public offering("IPO"),Parent was owned directly by CDW Holdings LLC ("CDW Holdings"), a company controlled by investment funds affiliated with Madison Dearborn Partners,LLC and Providence Equity Partners L.L.C. (the "Sponsors"),certain other co-investors and certain members of CDW management. Before the IPO,Madison Dearborn Partners,LLC and Providence Equity Partners L.L.C. owned 46.0%and 40.6%of our common stock,respectively.After the IPO and through subsequent secondary offerings in fourth quarter of 2013 and during 2014,the Sponsors'ownership has significantly decreased.As of December 31,2014, the Sponsors own 15.5% and 13.7%of our common stock,respectively. 5 Page 1218 of 1598 Table of Contents On July 2,2013,Parent completed the IPO of its common stock.In connection with the IPO, CDW Holdings distributed all of its shares of Parent's common stock to its members in June 2013 in accordance with the members'respective membership interests and was subsequently dissolved in August 2013. See Note 9 to the accompanying audited consolidated financial statements included elsewhere in this report for additional discussion of the IPO. On November 10,2014,we completed the acquisition of a 35%non-controlling equity interest in Kelway TopCo Limited("Kelway"), a UK-based IT solutions provider,which has global supply chain relationships that enable it to conduct business in more than 100 countries. This investment strengthens our ability to provide a more comprehensive solution to our customers and enhances our ability to serve our existing multi-national customers. Our Market We operate in the U.S. and Canadian IT markets,which are large and growing markets.According to IDC, the overall U.S.IT market generated approximately$675 billion in sales in 2014 . We believe our addressable market in the U.S. in the indirect sales channel represents more than$215 billion in annual sales and for the year ended December 31,2014, our U.S.net sales of$11.5 billion represented approximately 5%of that highly diverse and fragmented market.According to IDC,the overall Canadian IT market generated more than$50 billion in sales in 2014 .We believe our addressable market in Canada in the indirect sales channel represents more than$11 billion in annual sales and for the year ended December 31,2014, our net sales of$532 million in Canada represented approximately 5% of that market. We believe we have the largest market share in our addressable market,with our 2014 net sales exceeding the cumulative North American net sales of our four largest publicly traded sales channel competitors,based upon publicly available information for those companies.New technologies,including cloud, virtualization and mobility, coupled with the resulting increase in demand for data as well as aging infrastructure, are increasingly requiring businesses and institutions to seek integrated solutions to their IT needs.We expect this trend to continue for the foreseeable future,with end- user demand for business efficiency and productivity driving future IT spending growth. Our Offerings Our offerings range from discrete hardware and software products and services to complex integrated solutions that include one or more of these elements. We believe our customers increasingly view technology purchases as integrated solutions rather than discrete product and service categories and we estimate t hat approximately 47%of our net sales in 2014 came from sales of product categories and services typically associated with solutions. Our hardware products include notebooks/mobile devices(including tablets),network communications, enterprise and data storage,video monitors,printers,desktop computers and servers. Our software products include application suites, security,virtualization, operating systems,network management and Software as a Service("SaaS")offerings. We also provide a full suite of value-added-services, which range from basic installation,warranty and repair services to custom configuration,data center and network implementation services, as well as managed services that include Infrastructure as a Service("IaaS")offerings. We also offer a variety of integrated solutions,such as: • Mobility : We assist our customers with the selection,procurement and integration of mobile security software,hardware devices such as smartphones,tablets and notebooks, and cellular wireless activation systems. We also provide mobile device management applications with policy and security management capabilities across a variety of mobile operating systems and platforms. • Security : We assess our customers'security needs and provide them with threat prevention tools in order to protect their networks, servers and applications,such as anti-virus,anti-spam, content filtering,intrusion prevention, firewall and virtual private network services, and network access control. We also design and implement data loss prevention solutions, using data monitoring and encryption across a wide array of devices to ensure the security of customer information,personal employee information and research and development data. • Data Center Optimization : We help our customers evaluate their data centers for convergence and optimization opportunities. Our data center optimization solutions consist of server virtualization,physical server consolidation,data storage management and energy-efficient power and cooling systems. • Cloud Computing : We provide our customers with a broad portfolio of cloud-based solutions,which are technology delivered as a service. Our cloud offerings include:Infrastructure as a Service(IaaS),which delivers compute,networking,storage, and data center capabilities via the cloud; Software as a Service(SaaS),which connects users to cloud-based software applications; and Platform as a Service(PaaS),which enables development and ongoing maintenance of cloud-based solutions. We provide public cloud solutions which reside off customer premises on a public(shared)infrastructure, and private cloud solutions,which reside on customer premises. We also offer hybrid cloud solutions that deliver the benefits of both public and private solutions. Our migration,integration and managed 6 Page 1219 of 1598 Table of Contents services offerings help our customers simplify cloud adoption, as well as the ongoing management of cloud solutions across the entire IT lifecycle. Dedicated Cloud Client Executives work with our customers to architect cloud solutions that meet their organizational, technology and financial objectives. • Virtualization : We design and implement server, storage and desktop virtualization solutions. Virtualization enables our customers to efficiently utilize hardware resources by running multiple,independent,virtual operating systems on a single computer and multiple virtual servers simultaneously on a single server.Virtualization also can separate a desktop environment and associated application software from the hardware device that is used to access it,and provides employees with remote desktop access. Our specialists assist customers with the steps of implementing virtualization solutions,including evaluating network environments, deploying shared storage options and licensing platform software. • Collaboration : We provide our customers with communication tools that allow employees to share knowledge,ideas and information among each other and with clients and partners effectively and quickly. Our collaboration solutions unite communications and applications via the integration of products that facilitate the use of multiple enterprise communication methods including email, instant messaging,presence, social media,voice,video,hardware, software and services. We also host cloud-based collaboration solutions. While we believe customers increasingly view technology purchases as solutions rather than discrete product and service categories,the following table shows our net sales by major category,based upon our internal category classifications. Year Ended December 31,2014 Year Ended December 31,2013 t° Year Ended December 31,2012"' Dollars in Percentage Dollars in Percentage Dollars in Percentage Millions of Total Net Sales Millions of Total Net Sales Millions of Total Net Sales Notebooks/Mobile Devices $ 2,352.3 19.5% $ 1,698.4 15.8% $ 1,462.8 14.4% NetComm Products 1,615.9 13.4 1,486.3 13.8 1,351.5 13.3 Enterprise and Data Storage (Including Drives) 1,024.3 8.5 999.2 9.3 981.5 9.7 Other Hardware 4,549.2 37.6 4,178.5 38.8 4,075.7 40.3 Software 2,076.7 17.2 1,993.1 18.5 1,877.7 18.5 Services 371.4 3.1 332.7 3.1 285.0 2.8 Other(3) 84.7 0.7 80.4 0.7 94.0 1.0 Total net sales $ 12,074.5 100.0% $ 10,768.6 100.0% $ 10,128.2 100.0% (1) Amounts have been reclassified for changes in individual product classifications to conform to the presentation for the year ended December 31,2014. (2) The decline in software as a percentage of total net sales is primarily driven by a higher proportion of revenue recorded on a net basis, including SaaS. (3) Includes items such as delivery charges to customers and certain commission revenue. Our Customers We provide integrated IT solutions to approximately 250,000 small,medium and large business,government,education and healthcare customers throughout the U.S. and Canada. Sales to the U.S. federal government,which are diversified across multiple agencies and departments, collectively accounted for approximately 7%, 7%and 10% of total net sales in 2014,2013 and 2012,respectively. However,there are several independent purchasing decision-makers across these agencies and departments. Excluding these sales to the federal government,we are not reliant on any one customer,as our next five largest customers cumulatively comprised approximately 3%of our net sales in 2014 . Inventory Management We utilize our IT systems to manage our inventory in a cost-efficient manner,resulting in a rapid-turn inventory model. We generally only stock items that have attained a minimum sales volume. 7 Page 1220 of 1598 Table of Contents Our distribution process is highly automated. Once a customer order is received and credit approved, orders are automatically routed to one of our distribution centers for picking and shipping as well as configuration and imaging services. We operate two distribution centers: a 450,000 square foot facility in Vernon Hills,Illinois, and a 513,000 square foot facility in North Las Vegas,Nevada. We ship almost 37 million units annually on an aggregate basis from our two distribution centers. We believe that the location of our distribution centers allows us to efficiently ship products throughout the U.S. and provide timely access to our principal distributors. In addition,in the event of weather-related or other disruptions at one of our distribution centers,we are able to shift order processing and fulfillment from one center to the other quickly and efficiently,enabling us to continue to ship products in a timely manner.We believe that competitive sources of supply are available in substantially all of the product categories we offer. We continue to improve the productivity of our distribution centers as measured by key performance indicators such as units shipped per hour worked and bin accuracy. We also have drop-shipment arrangements with many of our OEMs and wholesale distributors,which permit us to offer products to our customers without having to take physical delivery at either of our distribution centers. These arrangements generally represent approximately 40%to 50%of total net sales,including approximately 15%to 20%related to electronic delivery for software licenses. Information Technology Systems We maintain customized IT and unified communication systems that enhance our ability to provide prompt, efficient and expert service to our customers.In addition,these systems enable centralized management of key functions,including purchasing,inventory management, billing and collection of accounts receivable, sales and distribution. Our systems provide us with thorough,detailed and real-time information regarding key aspects of our business. This capability helps us to continuously enhance productivity, ship customer orders quickly and efficiently,respond appropriately to industry changes and provide high levels of customer service. We believe that our websites,which provide electronic order processing and advanced tools, such as order tracking,reporting and asset management,make it easy for customers to transact business with us and ultimately strengthen our customer relationships. Product Procurement We may purchase all or only some of the products that our vendor partners offer for resale to our customers or for inclusion in the solutions we offer.Each vendor partner agreement provides for specific terms and conditions,which may include one or more of the following: product return privileges,price protection policies,purchase discounts and vendor incentive programs, such as purchase or sales rebates and cooperative advertising reimbursements. We also purchase software from major software publishers for resale to our customers or for inclusion in the solutions we offer. Our agreements with software publishers allow the end-user customer to acquire software or licensed products and services. In addition to purchasing products directly from our vendor partners,we purchase products from wholesale distributors for resale to our customers or for inclusion in the solutions we offer. These wholesale distributors provide logistics management and supply-chain services for us, as well as for our vendor partners. For the year ended December 31,2014,we purchased 54%of the products we sold as discrete products or as components of a solution directly from our vendor partners and the remaining 46%from wholesale distributors.Purchases from our three largest wholesale distributors,Tech Data, SYNNEX and Ingram Micro each represented 9%of our total purchases. Sales of products manufactured by Apple,Cisco,EMC,Hewlett-Packard,Lenovo and Microsoft,whether purchased directly from these vendor partners or from a wholesale distributor,represented in the aggregate 54%of our net sales in 2014 . Sales of products manufactured by Hewlett-Packard and Cisco represented 18%and 14%, of our 2014 net sales,respectively. Competition The market for technology products and services is highly competitive. Competition is based on the ability to tailor specific solutions to customer needs,quality and breadth of product and service offerings,knowledge and expertise of sales force,customer service,price,product availability, speed of delivery and credit availability. Our competition includes: • resellers such as Dimension Data, ePlus,Insight Enterprises,PC Connection,PCM,Presidio, Softchoice,World Wide Technology and many smaller resellers; • manufacturers who sell directly to customers, such as Dell,Hewlett-Packard and Apple; • large service providers and system integrators,such as IBM,Accenture,Hewlett-Packard and Dell; • e-tailers such as Amazon,Newegg,and TigerDirect.com; • cloud providers such as AT&T,Amazon Web Services and Box; and 8 Page 1221 of 1598 Table of Contents • retailers(including their e-commerce activities)such as Staples and Office Depot. We expect the competitive landscape in which we compete to continue to change as new technologies are developed. While innovation can help our business as it creates new offerings for us to sell,it can also disrupt our business model and create new and stronger competitors. For a discussion of the risks associated with competition, see"Risk Factors"included elsewhere in this report. Marketing We market the CDW brand to both national and local audiences using a variety of channels that include online,broadcast,print, social and other media. This promotion is supported by integrated communication efforts that target decision-makers,influencers and the general public using a combination of news releases, case studies,media interviews and speaking opportunities. We also market to current and prospective customers through integrated marketing programs that include behaviorally targeted email,print,online media, events and sponsorships, as well as broadcast media. As a result of our relationships with our vendor partners,a significant portion of our advertising and marketing expenses are reimbursed through cooperative advertising reimbursement programs. These programs are at the discretion of our vendor partners and are typically tied to sales or purchasing volumes or other commitments to be met by us within a specified period of time. We believe that our national scale and analytical techniques that measure the efficacy of our marketing programs differentiate us from our competitors. Coworkers As of December 31,2014,we employed 7,211 coworkers,none of whom is covered by collective bargaining agreements.We consider our coworker relations to be good. Intellectual Property The CDW trademark and certain variations thereon are registered or subject to pending trademark applications in the U.S., Canada and certain other jurisdictions.We believe our trademarks have significant value and are important factors in our marketing programs.In addition, we own registrations for domain names,including cdw.com and cdwg.com, for certain of our primary trademarks. We also have unregistered copyrights in our website content. Item IA.Risk Factors There are many factors that affect our business, results of'operations and cash flows, some of'which are beyond our control. The following is a description of'some important factors that may cause our actual results of'operations and cash flows in future periods to differ materially fi om those currently expected or desired. Risks Related to Our Business General economic conditions could negatively affect technology spending by our customers and put downward pressure on prices, which may have an adverse impact on our business, results of operations or cash flows. Weak economic conditions generally, sustained uncertainty about global economic conditions,U.S. federal government spending cuts and the impact of new government programs, or a tightening of credit markets could cause our customers and potential customers to postpone or reduce spending on technology products or services or put downward pressure on prices,which could have an adverse effect on our business, results of operations or cash flows. Our financial performance could be adversely affected by decreases in spending on technology products and services by our Public segment customers. Our sales to our Public segment customers are impacted by government spending policies,budget priorities and revenue levels. Although our sales to the federal government are diversified across multiple agencies and departments,they collectively accounted for approximately 7%of 2014 net sales.An adverse change in government spending policies(including ongoing budget cuts at the federal level), budget priorities or revenue levels could cause our Public segment customers to reduce their purchases or to terminate or not renew their contracts with us,which could adversely affect our business,results of operations or cash flows. For example,in 2013, as a result of sequestration and related budget uncertainty and the partial shutdown of the federal government for 16 days,we experienced significantly reduced Federal sales in our Public segment. Our business depends on our vendor partner relationships and the availability of their products. 9 Page 1222 of 1598 Table of Contents We purchase products for resale from vendor partners,which include OEMs and software publishers, and wholesale distributors.For the year ended December 31,2014,we purchased approximately 54% of the products we sold directly from vendor partners and the remaining amount from wholesale distributors. We are authorized by vendor partners to sell all or some of their products via direct marketing activities. Our authorization with each vendor partner is subject to specific terms and conditions regarding such things as sales channel restrictions,product return privileges,price protection policies,purchase discounts and vendor partner programs and funding,including purchase rebates, sales volume rebates,purchasing incentives and cooperative advertising reimbursements. However,we do not have any long-term contracts with our vendor partners and many of these arrangements are terminable upon notice by either party.A reduction in vendor partner programs or funding or our failure to timely react to changes in vendor partner programs or funding could have an adverse effect on our business,results of operations or cash flows.In addition, a reduction in the amount of credit granted to us by our vendor partners could increase our need for, and the cost of, working capital and could have an adverse effect on our business,results of operations or cash flows,particularly given our substantial indebtedness. From time to time,vendor partners may terminate or limit our right to sell some or all of their products or change the terms and conditions or reduce or discontinue the incentives that they offer us. For example,there is no assurance that,as our vendor partners continue to sell directly to end users and through resellers,they will not limit or curtail the availability of their products to solutions providers like us.Any such termination or limitation or the implementation of such changes could have a negative impact on our business,results of operations or cash flows. Although we purchase from a diverse vendor base,in 2014,products we purchased from distributors Tech Data, SYNNEX and Ingram Micro each represented 9%of our total purchases.In addition,sales of Apple, Cisco,EMC,Hewlett-Packard,Lenovo and Microsoft products comprise a substantial portion of our sales,representing approximately 54%of net sales in 2014 . Sales of products manufactured by Hewlett- Packard and Cisco represented approximately 18% and 14%,respectively, of our 2014 net sales. The loss of, or change in business relationship with, any of these or any other key vendor partners,the diminished availability of their products,or backlogs for their products leading to manufacturer allocation,could reduce the supply and increase the cost of products we sell and negatively impact our competitive position. Additionally,the relocation of key distributors utilized in our purchasing model could increase our need for,and the cost of,working capital and have an adverse effect on our business,results of operations or cash flows.Further,the sale, spin-off or combination of any of our vendor partners and/or certain of their business units,including any such sale to or combination with a vendor with whom we do not currently have a commercial relationship or whose products we do not sell, could have an adverse impact on our business,results of operations or cash flows. Our sales are dependent on continued innovations in hardware,software and services offerings by our vendor partners and the competitiveness of their offerings, and our ability to partner with new and emerging technology providers. The technology industry is characterized by rapid innovation and the frequent introduction of new and enhanced hardware,software and services offerings, such as cloud-based solutions,including SaaS,IaaS and PaaS. We have been and will continue to be dependent on innovations in hardware, software and services offerings, as well as the acceptance of those innovations by customers.A decrease in the rate of innovation, or the lack of acceptance of innovations by customers, could have an adverse effect on our business,results of operations or cash flows. In addition,if we are unable to keep up with changes in technology and new hardware, software and services offerings, for example by providing the appropriate training to our account managers, sales technology specialists and engineers to enable them to effectively sell and deliver such new offerings to customers, our business,results of operations or cash flows could be adversely affected. We also are dependent upon our vendor partners for the development and marketing of hardware, software and services to compete effectively with hardware, software and services of vendors whose products and services we do not currently offer or that we are not authorized to offer in one or more customer channels.In addition, our success is dependent on our ability to develop relationships with and sell hardware, software and services from new emerging vendors and vendors that we have not historically represented in the marketplace. To the extent that a vendor's offering that is highly in demand is not available to us for resale in one or more customer channels, and there is not a competitive offering from another vendor that we are authorized to sell in such customer channels, or we are unable to develop relationships with new technology providers or companies that we have not historically represented, our business,results of operations or cash flows could be adversely impacted. Substantial competition could reduce our market share and significantly harm our financialperformance. Our current competition includes: 10 Page 1223 of 1598 Table of Contents • resellers, such as Dimension Data, ePlus,Insight Enterprises,PC Connection,PCM,Presidio, Softchoice,World Wide Technology and many smaller resellers; • manufacturers who sell directly to customers, such as Dell,Hewlett-Packard and Apple; • large service providers and system integrators, such as IBM,Accenture,Hewlett-Packard and Dell; • e-tailers, such as Amazon,Newegg and TigerDirect.com; • cloud providers, such as AT&T,Amazon Web Services and Box; and • retailers(including their e-commerce activities), such as Staples and Office Depot. We expect the competitive landscape in which we compete to continue to change as new technologies are developed. While innovation can help our business as it creates new offerings for us to sell,it can also disrupt our business model and create new and stronger competitors. For instance,while cloud-based solutions present an opportunity for us, cloud-based solutions and technologies that deliver technology solutions as a service could increase the amount of sales directly to customers rather than through solutions providers like us,or could reduce the amount of hardware we sell, leading to a reduction in our sales and/or profitability.In addition, some of our hardware and software vendor partners sell, and could intensify their efforts to sell,their products directly to our customers.Moreover,traditional OEMs have increased their services capabilities through mergers and acquisitions with service providers,which could potentially increase competition in the market to provide comprehensive technology solutions to customers.If any of these trends becomes more prevalent,it could adversely affect our business,results of operations or cash flows. We focus on offering a high level of service to gain new customers and retain existing customers.To the extent we face increased competition to gain and retain customers,we may be required to reduce prices,increase advertising expenditures or take other actions which could adversely affect our business,results of operations or cash flows.Additionally, some of our competitors may reduce their prices in an attempt to stimulate sales,which may require us to reduce prices. This would require us to sell a greater number of products to achieve the same level of net sales and gross profit.If such a reduction in prices occurs and we are unable to attract new customers and sell increased quantities of products, our sales growth and profitability could be adversely affected. The success of our business depends on the continuing development, maintenance and operation of our information technology systems. Our success is dependent on the accuracy,proper utilization and continuing development of our information technology systems, including our business systems, such as our sales, customer management,financial and accounting,marketing,purchasing,warehouse management,e-commerce and mobile systems, as well as our operational platforms,including voice and data networks and power systems. The quality and our utilization of the information generated by our information technology systems, and our success in implementing new systems and upgrades, affects,among other things, our ability to: • conduct business with our customers,including delivering services and solutions to them; • manage our inventory and accounts receivable; • purchase, sell, ship and invoice our hardware and software products and provide and invoice our services efficiently and on a timely basis; and • maintain our cost-efficient operating model while scaling our business. The integrity of our information technology systems is vulnerable to disruption due to forces beyond our control. While we have taken steps to protect our information technology systems from a variety of threats,including computer viruses,malware,phishing, social engineering, unauthorized access and other malicious attacks,both internal and external, and human error,there can be no guarantee that those steps will be effective. Furthermore,although we have redundant systems at a separate location to back up our primary systems,there can be no assurance that these redundant systems will operate properly if and when required.Any disruption to or infiltration of our information technology systems could significantly harm our business and results of operations. Breaches of data security could adversely impact our business. 11 Page 1224 of 1598 Table of Contents Our business involves the storage and transmission of proprietary information and sensitive or confidential data,including personal information of coworkers,customers and others.In addition,we operate data centers for our customers which host their technology infrastructure and may store and transmit both business-critical data and confidential information.In connection with our services business, our coworkers also have access to our customers'confidential data and other information. We have privacy and data security policies in place that are designed to prevent security breaches;however, as newer technologies evolve,we could be exposed to increased risk of breaches in security. Breaches in security could expose us, our customers or other individuals to a risk of public disclosure, loss or misuse of this information, resulting in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information,as well as the loss of existing or potential customers and damage to our brand and reputation.In addition,the cost and operational consequences of implementing further data protection measures could be significant. Such breaches, costs and consequences could adversely affect our business, results of operations or cash flows. The failure to comply with our Public segment contracts or applicable laws and regulations could result in, among other things, termination, fines or other liabilities, and changes in procurement regulations could adversely impact our business, results of operations or cash flows. Revenues in our Public segment are derived from sales to governmental entities, educational institutions and healthcare customers, through various contracts and open market sales of products and services. Sales to Public segment customers are highly regulated. Noncompliance with contract provisions,government procurement regulations or other applicable laws or regulations(including but not limited to the False Claims Act and the Medicare and Medicaid Anti-Kickback Statute) could result in civil,criminal and administrative liability, including substantial monetary fines or damages,termination of government contracts or other Public segment customer contracts, and suspension,debarment or ineligibility from doing business with the government and other customers in the Public segment.In addition, contracts in the Public segment are generally terminable at any time for convenience of the contracting agency or group purchasing organization("GPO") or upon default. Furthermore, our inability to enter into or retain contracts with GPOs may threaten our ability to sell to customers in those GPOs and compete. The effect of any of these possible actions could adversely affect our business,results of operations or cash flows.In addition,the adoption of new or modified procurement regulations and other requirements may increase our compliance costs and reduce our gross margins, which could have a negative effect on our business,results of operations or cash flows. If we fail to provide high-quality services to our customers, or if our third party service providers fail to provide high-quality services to our customers, our reputation, business, results of operations or cash flows could be adversely affected. Our service offerings include field services,managed services,warranties, configuration services,partner services and telecom services. Additionally,we deliver and manage mission critical software, systems and network solutions for our customers. We also offer certain services, such as implementation and installation services and repair services,to our customers through various third-party service providers engaged to perform these services on our behalf.If we or our third-party service providers fail to provide high quality services to our customers or such services result in a disruption of our customers'businesses,this could, among other things,result in legal claims and proceedings and liability. Moreover, as we expand our services and solutions business,we may be exposed to additional operational,regulatory and other risks. We also could incur liability for failure to comply with the rules and regulations applicable to the new services and solutions we provide to our customers.If any of the foregoing were to occur, our reputation with our customers, our brand and our business,results of operations or cash flows could be adversely affected. If we lose any of our key personnel, or are unable to attract and retain the talent required for our business, our business could be disrupted and our financial performance could suffer. Our success is heavily dependent upon our ability to attract,develop, engage and retain key personnel to manage and grow our business,including our key executive,management, sales, services and technical coworkers. Our future success will depend to a significant extent on the efforts of Thomas E. Richards, our Chairman and Chief Executive Officer, as well as the continued service and support of our other executive officers. Our future success also will depend on our ability to retain our customer-facing coworkers,who have been given critical CDW knowledge regarding, and the opportunity to develop strong relationships with, many of our customers.In addition, as we seek to expand our offerings of value-added services and solutions, our success will even more heavily depend on attracting and retaining highly skilled technology specialists and engineers, for whom the market is extremely competitive. Our inability to attract,develop and retain key personnel could have an adverse effect on our relationships with our vendor partners and customers and adversely affect our ability to expand our offerings of value-added services and solutions.Moreover, our inability to train our sales, services and technical personnel effectively to meet the rapidly changing technology 12 Page 1225 of 1598 Table of Contents needs of our customers could cause a decrease in the overall quality and efficiency of such personnel. Such consequences could adversely affect our business,results of operations or cash flows. The interruption of the flow of products from suppliers could disrupt our supply chain. A significant portion of the products we sell are manufactured or purchased by our vendor partners outside of the U.S.,primarily in Asia.Political, social or economic instability in Asia, or in other regions in which our vendor partners purchase or manufacture the products we sell,could cause disruptions in trade,including exports to the U.S. Other events that could also cause disruptions to our supply chain include: • the imposition of additional trade law provisions or regulations; • the imposition of additional duties,tariffs and other charges on imports and exports; • foreign currency fluctuations; • natural disasters or other adverse occurrences at, or affecting, any of our suppliers'facilities; • restrictions on the transfer of funds; • the financial instability or bankruptcy of manufacturers; and • significant labor disputes,such as strikes. We cannot predict whether the countries in which the products we sell are purchased or manufactured,or may be purchased or manufactured in the future,will be subject to new or additional trade restrictions or sanctions imposed by the U.S. or foreign governments, including the likelihood,type or effect of any such restrictions. Trade restrictions,including new or increased tariffs or quotas,embargoes, sanctions, safeguards and customs restrictions against the products we sell, as well as foreign labor strikes and work stoppages or boycotts, could increase the cost or reduce the supply of product available to us and adversely affect our business,results of operations or cash flows.In addition, our exports are subject to regulations and noncompliance with these requirements could have a negative effect on our business,results of operations or cash flows. A natural disaster or other adverse occurrence at one of our primary facilities or customer data centers could damage our business. Substantially all of our corporate,warehouse and distribution functions are located at our Vernon Hills,Illinois facilities and our second distribution center in North Las Vegas,Nevada.If the warehouse and distribution equipment at one of our distribution centers were to be seriously damaged by a natural disaster or other adverse occurrence,we could utilize the other distribution center or third-party distributors to ship products to our customers. However,this may not be sufficient to avoid interruptions in our service and may not enable us to meet all of the needs of our customers and would cause us to incur incremental operating costs.In addition,we operate three customer data centers and numerous sales offices which may contain both business-critical data and confidential information of our customers.A natural disaster or other adverse occurrence at any of the customer data centers or at any of our major sales offices could negatively impact our business,results of operations or cash flows. We are heavily dependent on commercial delivery services. We generally ship hardware products to our customers by FedEx,United Parcel Service and other commercial delivery services and invoice customers for delivery charges.If we are unable to pass on to our customers future increases in the cost of commercial delivery services, our profitability could be adversely affected.Additionally, strikes,inclement weather,natural disasters or other service interruptions by such shippers could adversely affect our ability to deliver products on a timely basis. We are exposed to accounts receivable and inventory risks. We extend credit to our customers for a significant portion of our net sales,typically on 30-day payment terms.We are subject to the risk that our customers may not pay for the products they have purchased, or may pay at a slower rate than we have historically experienced,the risk of which is heightened during periods of economic downturn or uncertainty or,in the case of Public segment customers,during periods of budget constraints. We are also exposed to inventory risks as a result of the rapid technological changes that affect the market and pricing for the products we sell.We seek to minimize our inventory exposure through a variety of inventory management procedures and policies,including our rapid- turn inventory model,as well as vendor price protection and product return programs. However,if we were unable to maintain our rapid-turn inventory model,if there were unforeseen product developments that 13 Page 1226 of 1598 Table of Contents created more rapid obsolescence or if our vendor partners were to change their terms and conditions,our inventory risks could increase.We also from time to time take advantage of cost savings associated with certain opportunistic bulk inventory purchases offered by our vendor partners or we may decide to carry high inventory levels of certain products that have limited or no return privileges due to customer demand or request. These bulk purchases could increase our exposure to inventory obsolescence. We could be exposed to additional risks if we continue to make strategic investments or acquisitions or enter into alliances. We may continue to pursue transactions,including strategic investments, acquisitions or alliances,in an effort to extend or complement our existing business. These types of transactions involve numerous business risks,including finding suitable transaction partners and negotiating terms that are acceptable to us,the diversion of management's attention from other business concerns,extending our product or service offerings into areas in which we have limited experience, entering into new geographic markets,the potential loss of key coworkers or business relationships and successfully integrating acquired businesses, any of which could adversely affect our operations. In addition, our financial results could be adversely affected by financial adjustments required by accounting principles generally accepted in the United States of America("GAAP")in connection with these types of transactions where significant goodwill or intangible assets are recorded. To the extent the value of goodwill or identifiable intangible assets with indefinite lives becomes impaired,we may be required to incur material charges relating to the impairment of those assets. Our future operating results may fluctuate significantly. We may experience significant variations in our future quarterly results of operations. These fluctuations may cause the market price of our common stock to be volatile and may result from many factors,including the condition of the technology industry in general,shifts in demand and pricing for hardware, software and services and the introduction of new products or upgrades. Our operating results are also highly dependent on our level of gross profit as a percentage of net sales. Our gross profit percentage fluctuates due to numerous factors,some of which may be outside of our control,including general macroeconomic conditions;pricing pressures; changes in product costs from our vendor partners;the availability of price protection,purchase discounts and incentive programs from our vendor partners; changes in product, order size and customer mix;the risk of some items in our inventory becoming obsolete;increases in delivery costs that we cannot pass on to customers; and general market and competitive conditions. In addition, our cost structure is based,in part, on anticipated sales and gross margins. Therefore,we may not be able to adjust our cost structure quickly enough to compensate for any unexpected sales or gross margin shortfall, and any such inability could have an adverse effect on our business,results of operations or cash flows. We are exposed to risks from legal proceedings and audits. We are party to various legal proceedings that arise in the ordinary course of our business,which include commercial, employment,tort and other litigation. We are subject to intellectual property infringement claims against us in the ordinary course of our business, either because of the products and services we sell or the business systems and processes we use to sell such products and services,in the form of cease-and-desist letters,licensing inquiries, lawsuits and other communications and demands.In our industry, such intellectual property claims have become more frequent as the complexity of technological products and the intensity of competition in our industry have increased.Increasingly,many of these assertions are brought by non-practicing entities whose principal business model is to secure patent licensing revenue,but we may also be subject to suits from inventors, competitors or other patent holders who may seek licensing revenue, lost profits and/or an injunction preventing us from engaging in certain activities,including selling certain products and services. Because of our significant sales to governmental entities,we also are subject to audits by federal,state and local authorities. We also are subject to audits by various vendor partners and large customers,including government agencies,relating to purchases and sales under various contracts.In addition,we are subject to indemnification claims under various contracts. Current and future litigation,infringement claims,governmental proceedings, audits or indemnification claims that we face may result in substantial costs and expenses and significantly divert the attention of our management regardless of the outcome.In addition, current and future litigation,infringement claims,governmental proceedings, audits or indemnification claims could lead to increased costs or interruptions of our normal business operations. Litigation,infringement claims,governmental proceedings,audits or indemnification claims involve uncertainties and the eventual outcome of any litigation, 14 Page 1227 of 1598 Table of Contents infringement claim,governmental proceeding, audit or indemnification claim could adversely affect our business,results of operations or cash flows. Failure to comply with the laws and regulations applicable to our operations could adversely impact our business, results of operations or cash flows. Our operations are subject to numerous U.S. and foreign laws and regulations in a number of areas including,but not limited to, areas of labor and employment, advertising,e-commerce,tax,import and export requirements, anti-corruption,data privacy requirements, anti- competition, and environmental,health,and safety. Compliance with these laws,regulations and similar requirements may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction,further increasing the cost of compliance and doing business, and the risk of noncompliance. We have implemented policies and procedures designed to help ensure compliance with applicable laws and regulations, but there can be no guarantee against coworkers,contractors, or agents violating such laws and regulations or our policies and procedures. We have significant deferred cancellation of debt income. As a result of a 2009 debt modification,we realized$395.5 million of cancellation of debt income("CODI"). We made an election under Code Section 108(1)to defer this CODI from taxable income,pursuant to which we are also required to defer certain original issue discount("OI)")deductions as they accrue.As of December 31,2013,we had deferred approximately$114.5 million of OID deductions. Starting in 2014,we were required to include the deferred CODI and the deferred OID into taxable income ratably over a five-year period ending in 2018. Because we have more CODI than the aggregate of our deferred OID on the relevant remaining debt instruments,we will have a future cash tax liability associated with our significant deferred CODI. We have reflected the associated cash tax liability in our deferred taxes for financial accounting purposes. All of our deferred CODI will be accelerated into current taxable income if,prior to 2018,we engage in a so-called"impairment transaction"and the gross value of our assets immediately afterward is less than 110%of the sum of our total liabilities and the tax on the net amount of our deferred CODI and OID (the"110%test") as determined under the applicable Treasury Regulations.An"impairment transaction" is any transaction that impairs our ability to pay the tax on our deferred CODI,and includes dividends or distributions with respect to our equity and charitable contributions,in each case in a manner that is not consistent with our historical practice within the meaning of the applicable Treasury Regulations. Prior to 2018, our willingness to pay dividends or make distributions with respect to our equity could be adversely affected if, at the time,we do not meet the 110%test and, as a result,the payment of a dividend or the making of a distribution would accelerate the tax payable with respect to our deferred CODI. We believe that,based on our interpretation of applicable Treasury Regulations,the gross value of our assets exceeds 110%of the sum of our total liabilities and the tax on the net amount of our deferred CODI and OID as of the filing date of this Annual Report on Form 10-K. However,we cannot assure you that this will continue to be true in the future. Risks Related to Our Indebtedness We have a substantial amount of indebtedness, which could have important consequences to our business. We have a substantial amount of indebtedness.As of December 31,2014,we had$3.2 billion of total long-term debt outstanding, as defined by GAAP,and$332.1 million of obligations outstanding under our inventory financing agreements, and the ability to borrow an additional$935.6 million under our senior secured asset-based revolving credit facility(the"Revolving Loan"). Our substantial indebtedness could have important consequences,including the following: • making it more difficult for us to satisfy our obligations with respect to our indebtedness; • requiring us to dedicate a substantial portion of our cash flow from operations to debt service payments on our and our subsidiaries' debt,which reduces the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes; • requiring us to comply with restrictive covenants in our senior credit facilities and indentures,which limit the manner in which we conduct our business; • making it more difficult for us to obtain vendor financing from our vendor partners,including original equipment manufacturers and software publishers; • limiting our flexibility in planning for, or reacting to, changes in the industry in which we operate; 15 Page 1228 of 1598 Table of Contents • placing us at a competitive disadvantage compared to any of our less-leveraged competitors; • increasing our vulnerability to both general and industry-specific adverse economic conditions; and • limiting our ability to obtain additional debt or equity financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements and increasing our cost of borrowing. Restrictive covenants under our senior credit facilities and, to varying degrees, our indentures may adversely affect our operations and liquidity. Our senior credit facilities and,to varying degrees, our indentures contain,and any future indebtedness of ours may contain,various covenants that limit our ability to, among other things: • incur or guarantee additional debt; • pay dividends or make distributions to holders of our capital stock or to make certain other restricted payments or investments; • repurchase or redeem capital stock; • make loans, capital expenditures or investments or acquisitions; • receive dividends or other payments from our subsidiaries; • enter into transactions with affiliates; • create liens; • merge or consolidate with other companies or transfer all or substantially all of our assets; • transfer or sell assets,including capital stock of subsidiaries; and • prepay,repurchase or redeem debt. As a result of these covenants,we are limited in the manner in which we conduct our business and we may be unable to engage in favorable business activities or finance future operations or capital needs.A breach of any of these covenants or any of the other restrictive covenants would result in a default under our senior credit facilities. Upon the occurrence of an event of default under our senior credit facilities, the lenders: • will not be required to lend any additional amounts to us; • could elect to declare all borrowings outstanding thereunder,together with accrued and unpaid interest and fees,to be due and payable; or • could require us to apply all of our available cash to repay these borrowings. The acceleration of amounts outstanding under our senior credit facilities would likely trigger an event of default under our existing indentures. If we were unable to repay those amounts,the lenders under our senior credit facilities could proceed against the collateral granted to them to secure our borrowings thereunder. We have pledged a significant portion of our assets as collateral under our senior credit facilities.If the lenders under our senior credit facilities accelerate the repayment of borrowings,we cannot assure you that we will have sufficient assets to repay our senior credit facilities and our other indebtedness or the ability to borrow sufficient funds to refinance such indebtedness. Even if we were able to obtain new financing,it may not be on commercially reasonable terms, or terms that are acceptable to us. In addition, under our Revolving Loan,we are permitted to borrow an aggregate amount of up to $1,250.0 million. However, our ability to borrow under our Revolving Loan is limited by a borrowing base and a liquidity condition. The borrowing base at any time equals the sum of up to 85%of CDW LLC and its subsidiary guarantors' eligible accounts receivable(net of accounts reserves)(up to 30%of such eligible accounts receivable which can consist of federal government accounts receivable)plus the lesser of(i)75% of CDW LLC and its subsidiary guarantors' eligible inventory(valued at cost and net of inventory reserves)and(ii)the product of 85%multiplied by the net orderly liquidation value percentage multiplied by eligible inventory(valued at cost and net of inventory reserves), less reserves(other than accounts reserves and inventory 16 Page 1229 of 1598 Table of Contents reserves). The borrowing base in effect as of December 31,2014 was$1,253.4 million, and therefore,did not restrict our ability to borrow under our Revolving Loan as of that date. Our ability to borrow under our Revolving Loan is also limited by a minimum liquidity condition,which provides that,if excess cash availability is less than the lesser of(i)$125.0 million and(ii)the greater of(A) 10%of the borrowing base and(B)$100.0 million,the lenders are not required to lend any additional amounts under our Revolving Loan unless the consolidated fixed charge coverage ratio(as defined in the credit agreement for our Revolving Loan)is at least 1.0 to 1.0. Moreover, our Revolving Loan provides discretion to the agent bank acting on behalf of the lenders to impose additional availability reserves,which could materially impair the amount of borrowings that would otherwise be available to us. We cannot assure you that the agent bank will not impose such reserves or,were it to do so,that the resulting impact of this action would not materially and adversely impair our liquidity. We will be required to generate sufficient cash to service our indebtedness and, if not successful, we may be forced to take other actions to satisfy our obligations under our indebtedness. Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial,business and other factors beyond our control. Our outstanding long-term debt will impose significant cash interest payment obligations on us and, accordingly,we will have to generate significant cash flow from operating activities to fund our debt service obligations. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal,premium,if any,and interest on our indebtedness. See"Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources"included elsewhere in this report. If our cash flows and capital resources are insufficient to fund our debt service obligations,we may be forced to reduce or delay capital expenditures,sell assets or operations, seek additional debt or equity capital,restructure or refinance our indebtedness, or revise or delay our strategic plan. We cannot assure you that we would be able to take any of these actions,that these actions would be successful and permit us to meet our scheduled debt service obligations or satisfy our capital requirements, or that these actions would be permitted under the terms of our existing or future debt agreements,including our senior credit facilities and indentures.In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our senior credit facilities and the indenture governing our 8.5% Senior Notes due 2019("2019 Senior Notes")restrict our ability to dispose of assets and use the proceeds from the disposition. We may not be able to consummate those dispositions or to obtain the proceeds which we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. Furthermore,the Sponsors have no obligation to provide us with debt or equity financing. If we cannot make scheduled payments on our debt,we will be in default and, as a result: • our debt holders could declare all outstanding principal and interest to be due and payable; • the lenders under our senior credit facilities could foreclose against the assets securing the borrowings from them and the lenders under our term loan facility could terminate their commitments to lend us money; and • we could be forced into bankruptcy or liquidation. Despite our indebtedness levels, we and our subsidiaries may be able to incur substantially more debt, including secured debt. This could further increase the risks associated with our leverage. We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of our senior credit facilities and indentures do not fully prohibit us or our subsidiaries from doing so.To the extent that we incur additional indebtedness or such other obligations,the risks associated with our substantial indebtedness described above,including our possible inability to service our debt,will increase.As of December 31,2014,we had approximately$935.6 million available for additional borrowing under our Revolving Loan after taking into account borrowing base limitations(net of$2.1 million of issued and undrawn letters of credit and$332.1 million of reserves related to our floorplan sub-facility). Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly. Certain of our borrowings,primarily borrowings under our senior credit facilities, are at variable rates of interest and expose us to interest rate risk.As of December 31,2014 ,we had$1,513.5 million of variable rate debt outstanding.If interest rates increase above 1%per annum, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease.Although we have entered into interest rate cap 17 Page 1230 of 1598 Table of Contents agreements on our term loan facility to reduce interest rate volatility,we cannot assure you we will be able to enter into interest rate cap agreements in the future on acceptable terms or that such caps or the caps we have in place now will be effective. Risks Related to Ownership of Our Common Stock Our common stock price may be volatile and may decline regardless of our operating performance, and holders of our common stock could lose a significant portion of their investment. The market price for our common stock may be volatile. Our stockholders may not be able to resell their shares of common stock at or above the price at which they purchased such shares,due to fluctuations in the market price of our common stock,which may be caused by a number of factors,many of which we cannot control,including the risk factors described in this Annual Report on Form 10-K and the following: • changes in financial estimates by any securities analysts who follow our common stock, our failure to meet these estimates or failure of securities analysts to initiate or maintain coverage of our common stock; • downgrades by any securities analysts who follow our common stock; • future sales of our common stock by our officers,directors and significant stockholders,including the Sponsors; • market conditions or trends in our industry or the economy as a whole; • investors'perceptions of our prospects; • announcements by us or our competitors of significant contracts, acquisitions,joint ventures or capital commitments; • changes in key personnel; and • our limited public float in light of the Sponsors' beneficial ownership of a majority of our common stock,which may result in the trading of relatively small quantities of shares by our stockholders having a disproportionate positive or negative influence on the market price of our common stock. In addition,the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies,including companies in our industry.In the past, securities class action litigation has followed periods of market volatility.If we were involved in securities litigation,we could incur substantial costs, and our resources and the attention of management could be diverted from our business. The Sponsors have influence over significant corporate activities and their interests may not align with yours. Madison Dearborn beneficially owns approximately 15.5%of our common stock and Providence Equity beneficially owns approximately 13.7%of our common stock as of February 20,2015.As a result of their ownership, each Sponsor, so long as it holds a sizable portion of our outstanding common stock,will have substantial voting power with respect to matters submitted to a vote of stockholders.In addition, so long as each Sponsor has representation on our board of directors,it will have the ability to exercise influence over decision-making with respect to our business direction and policies. Matters over which each of the Sponsors may,directly or indirectly, exercise influence include: • the election of our board of directors and the appointment and removal of our officers; • mergers and other business combination transactions,including proposed transactions that would result in our stockholders receiving a premium price for their shares; • other acquisitions or dispositions of businesses or assets; • incurrence of indebtedness and the issuance of equity securities; • repurchase of stock and payment of dividends; and • the issuance of shares to management under our equity incentive plans. Under our amended and restated certificate of incorporation, each Sponsor and its affiliates do not have any obligation to present to us, and each Sponsor may separately pursue,corporate opportunities of which it becomes aware,even if those opportunities are ones that we would have pursued if granted the opportunity. 18 age of 1598 Table of Contents Future sales of our common stock,or the perception in the public markets that these sales may occur, may depress our stockprice. Sales of substantial amounts of our common stock in the public market,or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares.As of February 20,2015, there were 172,275,656 shares of our common stock outstanding. The shares of our common stock sold in our initial public offering and in registered secondary offerings are freely tradable without restriction under the Securities Act of 1933, as amended(the"Securities Act"), except that any shares of our common stock that may be acquired by our directors, executive officers and other affiliates, as that term is defined in the Securities Act,may be sold only in compliance with certain volume limitations and other restrictions of Rule 144 under the Securities Act. The remaining shares of our common stock,to the extent not previously sold pursuant to an exemption from registration,will continue to be"restricted securities"within the meaning of Rule 144 under the Securities Act and subject to certain restrictions on resale. Restricted securities may be sold in the public market only if they are registered under the Securities Act or are sold pursuant to an exemption from registration such as Rule 144 under the Securities Act. As of February 20,2015,the holders of approximately 53,000,000 shares of our common stock will continue to have the right to require us to register the sales of such shares under the Securities Act,under the terms of an agreement between us and the holders. In the future,we may also issue our securities in connection with investments or acquisitions. The number of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common stock. Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable. Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of the Company more difficult without the approval of our board of directors. These provisions: • authorize the issuance of undesignated preferred stock,the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval,dividend,or other rights or preferences superior to the rights of the holders of common stock; • establish a classified board of directors so that not all members of our board of directors are elected at one time; • generally prohibit stockholder action by written consent,requiring all stockholder actions be taken at a meeting of our stockholders; • provide that special meetings of the stockholders can only be called by or at the direction of(i) our board of directors pursuant to a written resolution adopted by the affirmative vote of the majority of the total number of directors that the Company would have if there were no vacancies; • establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and • provide that our board of directors is expressly authorized to make, alter or repeal our amended and restated bylaws. Our amended and restated certificate of incorporation also contains a provision that provides us with protections similar to Section 203 of the Delaware General Corporation Law, and will prevent us from engaging in a business combination with a person who acquires at least 15% of our common stock for a period of three years from the date such person acquired such common stock, unless board or stockholder approval is obtained prior to the acquisition. These anti-takeover provisions and other provisions under Delaware law could discourage,delay or prevent a transaction involving a change in control of the Company, even if doing so would benefit our stockholders.These provisions could also discourage proxy contests and make it more difficult for our stockholders to elect directors of their choosing and to cause us to take other corporate actions our stockholders desire. 19 Page 1232 of 1598 Table of Contents Conflicts of interest may arise because some of our directors are principals of our largest stockholders. Paul Finnegan and Robin Selati,who are principals of Madison Dearborn, and Glenn Creamer and Michael Dominguez,who are managing directors of Providence Equity, serve on our board of directors.As of February 20,2015,Madison Dearborn and Providence Equity each continue to hold a sizable portion of our outstanding common stock. The Sponsors and the entities respectively controlled by them may hold equity interests in entities that directly or indirectly compete with us, and companies in which they currently invest may begin competing with us.As a result of these relationships,when conflicts arise between the interests of Madison Dearborn or Providence Equity, on the one hand, and of other stockholders, on the other hand, these directors may not be disinterested.Although our directors and officers have a duty of loyalty to us under Delaware law and our amended and restated certificate of incorporation,transactions that we enter into in which a director or officer has a conflict of interest are generally permissible so long as(1)the material facts relating to the director's or officer's relationship or interest as to the transaction are disclosed to our board of directors and a majority of our disinterested directors approves the transaction, (2)the material facts relating to the director's or officer's relationship or interest as to the transaction are disclosed to our stockholders and a majority of our disinterested stockholders approve the transaction or(3)the transaction is otherwise fair to us. Our amended and restated certificate of incorporation also provides that any principal, officer,member,manager and/or employee of a Sponsor or any entity that controls,is controlled by or under common control with a Sponsor(other than us or any company that is controlled by us) or a Sponsor-managed investment fund will not be required to offer any transaction opportunity of which they become aware to us and could take any such opportunity for themselves or offer it to other companies in which they have an investment, unless such opportunity is offered to them solely in their capacities as our directors. We cannot assure you that we will continue to pay dividends on our common stock or repurchase any of our common stock under our share repurchase program, and our indebtedness and certain tax considerations could limit our ability to continue to pay dividends on, or make share repurchases of,our common stock If we do not continue to pay dividends,you may not receive any return on investment unless you are able to sell your common stock for a price greater than your purchase price. We expect to continue to pay a cash dividend on our common stock of$0.0675 per share per quarter, or$0.27 per share per annum. Any determination to pay dividends in the future will be at the discretion of our board of directors.Any determination to pay dividends on, or repurchase, shares of our common stock in the future will depend upon our results of operations, financial condition,business prospects, capital requirements, contractual restrictions,including those under our senior credit facilities and indentures,any potential indebtedness we may incur, restrictions imposed by applicable law,tax considerations and other factors our board of directors deems relevant.In addition, our ability to pay dividends on, or repurchase, shares of our common stock will be limited by restrictions on our ability to pay dividends or make distributions to our stockholders and on the ability of our subsidiaries to pay dividends or make distributions to us,in each case, under the terms of our current and any future agreements governing our indebtedness. There can be no assurance that we will continue to pay a dividend at the current rate or at all or that we will repurchase shares of our common stock.If we do not pay dividends in the future,realization of a gain on your investment will depend entirely on the appreciation of the price of our common stock,which may never occur. See"--Risks Related to Our Business--We have significant deferred cancellation of debt income"for a discussion of certain tax considerations that could affect our willingness to pay dividends in the future . We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our subsidiaries to meet our obligations. We are a holding company that does not conduct any business operations of our own.As a result,we are largely dependent upon cash dividends and distributions and other transfers from our subsidiaries to meet our obligations. The agreements governing the indebtedness of our subsidiaries impose restrictions on our subsidiaries' ability to pay dividends or other distributions to us. The deterioration of the earnings from, or other available assets of, our subsidiaries for any reason could also limit or impair their ability to pay dividends or other distributions to us. Item 113.Unresolved Staff Comments None. Item 2.Properties As of December 31,2014,we owned or leased a total of 2.3 million square feet of space throughout the U.S. and Canada.We own two properties: a combined office and a 450,000 square foot distribution center in Vernon Hills,Illinois, and a 513,000 square foot distribution center in North Las Vegas,Nevada.In addition,we conduct sales, services and administrative activities in various leased locations throughout the U.S. and Canada,including data centers in Madison,Wisconsin and Minneapolis,Minnesota. 20 Page 1233 of 1598 Table of Contents We believe that our facilities are well maintained, suitable for our business and occupy sufficient space to meet our operating needs.As part of our normal business,we regularly evaluate sales center performance and site suitability.Leases covering our currently occupied leased properties expire at varying dates,generally within the next ten years. We anticipate no difficulty in retaining occupancy through lease renewals, month-to-month occupancy or replacing the leased properties with equivalent properties. We believe that suitable additional or substitute leased properties will be available as required. Item 3.Legal Proceedings We are party to various legal proceedings that arise in the ordinary course of our business,which include commercial,intellectual property, employment,tort and other litigation matters. We are also subject to audit by federal, state and local authorities, and by various partners,group purchasing organizations and customers,including government agencies,relating to purchases and sales under various contracts. In addition,we are subject to indemnification claims under various contracts. From time to time, certain of our customers File voluntary petitions for reorganization or liquidation under the U.S. bankruptcy laws.In such cases, certain pre-petition payments received by us could be considered preference items and subject to return to the bankruptcy administrator. As of December 31,2014 ,we do not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters,if any,has been incurred.However,the ultimate resolutions of these proceedings and matters are inherently unpredictable.As such, our financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters. Item 4.Mine Safety Disclosures Not applicable. 21 Page 1234 of 1598 Table of Contents Executive Officers Name Age Position Thomas E.Richards 60 Chairman,President and Chief Executive Officer,and Director Dennis G.Berger 50 Senior Vice President and Chief Coworker Services Officer Neal J.Campbell 53 Senior Vice President and Chief Marketing Officer Christina M.Corley 47 Senior Vice President-Corporate Sales Douglas E.Eckrote 50 Senior Vice President-Strategic Solutions and Services Christine A.Leahy 50 Senior Vice President,General Counsel and Corporate Secretary Christina V.Rother 51 Senior Vice President-Public and Advanced Technology Sales Jonathan J.Stevens 45 Senior Vice President-Operations and Chief Information Officer Matthew A.Troka 44 Senior Vice President-Product and Partner Management Ann E.Ziegler 56 Senior Vice President and Chief Financial Officer Thomas E.Richards serves as our Chairman,President and Chief Executive Officer, as a member of our board of directors and as a manager of CDW LLC. Mr. Richards has served as our President and Chief Executive Officer since October 2011 and was named Chairman on January 1,2013. From September 2009 to October 2011,Mr. Richards served as our President and Chief Operating Officer.Prior to joining CDW,Mr. Richards held leadership positions with Qwest Communications International Inc. ("Qwest"), a broadband Internet-based communications company. From 2008 to 2009,he served as Executive Vice President and Chief Operating Officer,where he was responsible for the day-to-day operation and performance of Qwest, and before assuming that role,was the Executive Vice President of the Business Markets Group from 2005 to 2008. Mr. Richards also has served as Chairman and Chief Executive Officer of Clear Communications Corporation and as Executive Vice President of Ameritech Corporation. Mr. Richards serves as a board member of Junior Achievement of Chicago,Rush University Medical Center and the University of Pittsburgh.Mr. Richards also is a member of the Economic Club of Chicago and the Executives' Club of Chicago. Mr. Richards is a graduate of the University of Pittsburgh where he earned a bachelor's degree and a graduate of Massachusetts Institute of Technology where he earned a Master of Science in Management as a Sloan Fellow. Dennis C.Berger serves as our Senior Vice President and Chief Coworker Services Officer. Mr. Berger joined CDW in September 2005 as Vice President-Coworker Services.In January 2007,he was named Senior Vice President and Chief Coworker Services Officer. Mr. Berger is responsible for leading CDW's programs in coworker learning and development,benefits, compensation,performance management,coworker relations and talent acquisition.Prior to joining CDW,he served as Vice President of Human Resources at PepsiAmericas,a beverage company, from 2002 to 2005.Mr. Berger has also held human resources positions of increasing responsibility at Pepsi Bottling Group,Inc.,Pepsico,Inc. and GTE Corporation.Mr. Berger serves on the board of directors of Glenwood Academy,Anti- Defamation League of Chicago and Skills for Chicagoland's Future.Mr. Berger is a graduate of Northeastern University where he earned a bachelor's degree and a graduate of John M. Olin School of Business at Washington University in St. Louis where he earned a Master of Business Administration. Neal J. Campbell serves as our Senior Vice President and Chief Marketing Officer. Mr. Campbell joined CDW in January 2011, and is responsible for the strategy and development of CDW's advertising,public relations, channel marketing,marketing intelligence and research, merchandising,microsites, creative services and direct marketing content, along with relationship marketing, corporate communications and e- commerce initiatives including content development, online marketing and e-procurement.Prior to joining CDW,Mr. Campbell served as Chief Executive Officer of TrafficCast, a provider of real-time and predictive traffic information to Google,Yahoo and others from 2008 to 2011. From 2006 to 2008,he served as Executive Vice President and General Manager-Strategic Marketing and Next Generation Products for ISCO International,a manufacturer of wireless telecommunications components. Mr. Campbell also spent 17 years with Motorola,most recently as Vice President and General Manager, GSM Portfolio Marketing and Planning for the company's mobile device business.He currently serves as a board member of TrafficCast and Junior Achievement of Chicago, and is on the Executive Advisory Council of Bradley University. Mr. Campbell is a graduate of Bradley University where he earned a bachelor's degree and a graduate of Northwestern University's Kellogg School of Management where he earned a Master of Business Administration. Christina M. Corley serves as our Senior Vice President of Corporate Sales and is responsible for managing all aspects of our corporate sales force,including sales force strategy,structure,goals,operations,revenue generation and training and development.Prior to joining CDW in September 2011,Ms. Corley served as President and Chief Operating Officer of Zones,Inc., a provider of IT products and solutions, from 2006 to 2011. She served as Executive Vice President of Purchasing and Operations for Zones,Inc. from April 2005 to October 2006. She served as President of Corporate PC Source("CPCS"), a 22 Page 1235 of 1598 Table of Contents wholly owned subsidiary of Zones,Inc.,from March 2003 to April 2005.Prior to its acquisition by Zones,Inc.,Ms. Corley served as Chief Executive Officer of CPCS from 1999 to 2003. Ms. Corley began her career in sales and marketing,holding various positions at IBM,Dataflex and VisionTek. She currently serves as a board member of the Boys and Girls Club of Chicago. Ms. Corley is a graduate of the University of Illinois at Urbana-Champaign where she earned a bachelor's degree and a graduate of Northwestern University's Kellogg School of Management where she earned a Master of Business Administration in management and strategy. Douglas E.Eckrote serves as our Senior Vice President of Strategic Solutions and Services and is responsible for our technology specialist teams focusing on servers and storage, unified communications, security,wireless,power and cooling,networking, software licensing and mobility solutions. He also holds responsibility for CDW Canada,Inc. Mr. Eckrote joined CDW in 1989 as an account manager. Mr. Eckrote was appointed Director of Operations in 1996,Vice President of Operations in 1999 and Senior Vice President of Purchasing in April 2001.In October 2001,he was named Senior Vice President of Purchasing and Operations.He was named Senior Vice President of Operations, Services and Canada in 2006 and assumed his current role in 2009.Prior to joining CDW,Eckrote worked in outside sales for Arrow Electronics and Cintas Uniform Company. From 2003 to 2009,Mr. Eckrote served on the board of directors of the Make-A-Wish Foundation of Illinois, completing the last two years as board chair,and served on the Make-A-Wish Foundation of America National Chapter Performance Committee from 2009-2014. Mr. Eckrote also served on the board of directors of the Center for Enriched Living from 2002-2011, serving as Vice President from 2004-2005,President from 2006-2008,board emeritus from 2009-2011 and currently serves as a trustee. Mr. Eckrote is a graduate of Purdue University where he earned a bachelor's degree and a graduate of Northwestern University's Kellogg School of Management where he earned an Executive Master of Business Administration. Christine A.Leahy serves as our Senior Vice President, General Counsel and Corporate Secretary and is responsible for our legal, corporate governance,enterprise risk management and ethics and compliance functions. She also is responsible for our international strategy and serves on the board of directors of Kelway, a UK-based technology solutions provider in which CDW has a minority investment. Ms.Leahy joined CDW in January 2002.Prior to that,Ms. Leahy served as a corporate partner in the Chicago office of Sidley Austin LLP where she specialized in mergers and acquisitions, strategic counseling, corporate governance and securities law. Ms. Leahy serves on the board of trustees of Children's Home and Aid.Ms.Leahy is a graduate of Brown University where she earned a bachelor's degree and a graduate of Boston College Law School where she earned her Juris Doctor. She also completed the CEO Perspective and Women's Director Development Programs at Northwestern University's Kellogg School of Management. Christina V.Rother serves as our Senior Vice President of Public and Advanced Technology Sales and is responsible for managing all aspects of our public sector and advanced technology sales forces,including sales force strategy, structure,goals, operations,revenue generation and training and development. Ms. Rother joined CDW in 1991 as an account manager.In 2002, she was appointed Vice President for Education and State and Local Sales.In 2005, she was chosen to lead our newly formed healthcare sales team. Beginning in 2006,Ms. Rother has held various positions ranging from Group Vice President of CDW Government LLC,President of CDW Government LLC and Senior Vice President of Sales.In September 2011,Ms. Rother assumed her current role as Senior Vice President of Public and Advanced Technology Sales. Prior to joining CDW,Ms. Rother held a number of sales positions with technology companies including Laser Computers and Price Electronics. Ms. Rother currently serves as chair of the board of directors of the Make-A-Wish Foundation of Illinois.Ms. Rother is a graduate of the University of Illinois at Chicago where she earned a bachelor's degree. Jonathan J.Stevens serves as our Senior Vice President of Operations and Chief Information Officer. Mr. Stevens joined CDW in June 2001 as Vice President-Information Technology,was named Chief Information Officer in January 2002 and Vice President-International and Chief Information Officer from 2005 until December 2006.In January 2007,he was named Senior Vice President and Chief Information Officer and assumed his current role in November 2009. Mr. Stevens is responsible for the strategic direction of our information technology. Additionally,he holds responsibility for our distribution centers,transportation, facilities, customer relations and operational excellence practices.Prior to joining CDW,Mr. Stevens served as regional technology director for Avanade, an international technology integration company formed through a joint venture between Microsoft and Accenture from 2000 to 2001.Prior to that,Mr. Stevens was a principal with Microsoft Consulting Services and led an information technology group for a corporate division of AT&T/NCR. He currently serves on the board of directors of SingleWire Software,LLC and Northeast Illinois Council: Boy Scouts of America. Mr. Stevens is a graduate of the University of Dayton where he earned a bachelor's degree. Matthew A. Troka serves as our Senior Vice President of Product and Partner Management. Mr. Troka is responsible for managing our relationships with all of our vendor partners.In addition,he directs the day-to-day operations of our purchasing department. Mr. Troka joined CDW in 1992 as an account manager and became a sales manager in 1995. From 1998 to 2001,he served as Corporate Sales Director. From 2001 to 2004,Mr. Troka was Senior Director of Purchasing.From 2004 to 2006,Mr. Troka served as Vice President of Purchasing. From 2006 to 2011,Mr. Troka was Vice President of Product and Partner Management. On March 3,2011,Mr. Troka was elected Senior Vice President of Product and Partner Management. 23 Page 1236 of 1598 Table of Contents Mr. Troka serves as a member of the board of directors of Encompass Championship Charities. Mr. Troka is a graduate of the University of Illinois where he earned a bachelor's degree. Ann E.Ziegler joined CDW in April 2008 as Senior Vice President and Chief Financial Officer.Prior to joining CDW,Ms. Ziegler spent 15 years at Sara Lee Corporation("Sara Lee"), a global consumer goods company,in a number of executive roles including finance, mergers and acquisitions, strategy and general management positions in both U.S. and international businesses. Most recently, from 2005 until April 2008,Ms.Ziegler served as Chief Financial Officer and Senior Vice President of Administration for Sara Lee Food and Beverage.Prior to joining Sara Lee,Ms. Ziegler was a corporate attorney at Skadden,Arps, Slate,Meagher&Flom. Ms. Ziegler serves on the board of directors of Hanesbrands,Inc, Groupon,Inc., and the board of governors of the Smart Museum of Art at the University of Chicago.During the previous five years,Ms. Ziegler also served on the board of directors of Unitrin,Inc.Ms.Ziegler is a graduate of The College of William and Mary where she earned a bachelor's degree and a graduate of the University of Chicago Law School where she earned her Juris Doctor. 24 Page 1237 of 1598 Table of Contents PART II Item 5.Market for Registrant's Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock has been listed on the NASDAQ Global Select Market since June 27,2013 under the symbol"CDW."Prior to that date,there was no public market for our common stock. Shares sold in our initial public offering("IPO")were priced at$17.00 per share on June 26,2013.The following table sets forth the ranges of high and low sales prices per share of our common stock as reported on the NASDAQ Global Select Market and the cash dividends per share of common stock declared for the periods indicated. Dividends declared per Year ended December 31,2014 High Low share Fourth quarter $ 36.08 $ 27.59 $ 0.0675 Third quarter $ 33.80 $ 30.07 $ 0.0425 Second quarter $ 32.41 $ 26.70 $ 0.0425 First quarter $ 27.53 $ 22.72 $ 0.0425 Dividends declared per Year ended December 31,2013 High Low share Fourth quarter $ 23.56 $ 20.50 $ 0.0425 Third quarter $ 24.51 $ 18.26 $ — Second quarter(beginning June 27,2013) $ 19.17 $ 17.38 $ — Holders As of February 20,2015 ,there were 71 holders of record of our common stock. The number of beneficial stockholders is substantially greater than the number of holders of record because a portion of our common stock is held through brokerage firms. Dividends On February 10,2015 ,we announced that our board of directors declared a quarterly cash dividend on our common stock of$0.0675 per share. The dividend will be paid on March 10,2015 to all stockholders of record as of the close of business on February 25,2015 . We expect to continue to pay quarterly cash dividends on our common stock in the future,but such payments remain at the discretion of our board of directors and will depend upon our results of operations, financial condition,business prospects, capital requirements, contractual restrictions, any potential indebtedness we may incur,restrictions imposed by applicable law,tax considerations and other factors that our board of directors deems relevant.In addition,our ability to pay dividends on our common stock will be limited by restrictions on our ability to pay dividends or make distributions to our stockholders and on the ability of our subsidiaries to pay dividends or make distributions to us,in each case, under the terms of our current and any future agreements governing our indebtedness. For a discussion of our cash resources and needs and restrictions on our ability to pay dividends, see"Management's Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources"included elsewhere in this report. For additional discussion of restrictions on our ability to pay dividends, see Note 7 to the accompanying audited consolidated financial statements included elsewhere in this report. Issuer Purchases of Equity Securities On November 6,2014,we announced that the board of directors approved a$500 million share repurchase program,which became effective immediately, under which we may repurchase shares of our common stock in the open market or through privately negotiated transactions,depending on share price,market conditions and other factors. The share repurchase program does not obligate us to repurchase any dollar amount or number of shares, and repurchases may be commenced or 25 Page 1238 of 1598 Table of Contents suspended from time to time without prior notice.As of the date of this filing,no shares have been repurchased under the share repurchase program. Stock Performance Graph The information contained in this Stock Performance Graph section shall not be deemed to be "soliciting material" or"filed" or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934,except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. The following graph compares the cumulative total shareholder return, calculated on a dividend reinvested basis, on$100.00 invested at the opening of the market on June 27,2013,the date our common stock first traded on the NASDAQ Global Select Market,through and including the market close on December 31,2014,with the cumulative total return for the same time period of the same amount invested in the S&P MidCap 400 index and a peer group index. Our peer group index for 2014 consists of the following companies:Accenture plc,Anixter International,Inc.,Arrow Electronics,Inc.,Avnet,Inc., CGI Group Inc.,Genuine Parts Company,Henry Schein,Inc.,Insight Enterprises,Inc., Owens&Minor,Inc.,Patterson Companies,Inc., SYNNEX Corporation,United Stationers Inc.,W.W. Grainger,Inc. and Wesco International, Inc. This peer group was selected based on a review of publicly available information about these companies and our determination that they met one or more of the following criteria: (i)similar size in terms of revenue and/or enterprise value(one-third to three times our revenue or enterprise value); (ii)operates in a business-to-business distribution environment; (iii)members of the technology industry; (iv) similar customers(i.e. ,business,government,healthcare,and education); (v)companies that provide services and/or solutions; and(vi) similar EBITDA and gross margins. Shareholder returns over the indicated period are based on historical data and should not be considered indicative of future shareholder returns. 26 Page 1239 of 1598 Table of Contents Stock. Performance Graph 220 21 O ` fu= 180 160 140 �' 120 100 o 0(j 27:13 n2.0I'13 12;31;i14 Date CDW Corp &P MidCap 400 index d;'1<3W Peers June 27,2013 December 31,2013 December 31,2014 CDW Corp $ 100 $ 138 $ 208 S&P MidCap 400 index 100 118 130 CDW Peers 100 113 147 Recent Sales of Unregistered Securities None. Use of Proceeds from Registered Securities None. Item 6.Selected Financial Data The selected financial data set forth below are not necessarily indicative of the results of future operations and should be read in conjunction with"Management's Discussion and Analysis of Financial Condition and Results of Operations"and our audited consolidated financial statements and the related notes included elsewhere in this report. We have derived the selected financial data presented below as of December 31,2014 and December 31,2013 and for the years ended December 31,2014,2013, and 2012 from our audited consolidated financial statements and related notes,which are included elsewhere in this report. The selected financial data as of December 31,2011 and December 31,2010 have been derived from our audited consolidated financial statements as of and for those periods,which are not included in this report. The following are some of the items affecting comparability of the selected financial data for the periods presented: 27 Page 1240 of 1598 Table of Contents • During the years ended December 31,2014,2013,2012,and 2011,we recorded net losses on extinguishments of long-term debt of$90.7 million, $64.0 million, $17.2 million, and$118.9 million,respectively. The losses represented the difference between the amount paid upon extinguishment,including call premiums and expenses paid to the debt holders and agents, and the net carrying amount of the extinguished debt,adjusted for a portion of the unamortized deferred financing costs. Refer to Note 7 to the accompanying audited consolidated financial statements included elsewhere in this report for additional information on long-term debt. • During the year ended December 31,2013,we recorded IPO-and secondary-offering related expenses of$75.0 million. Refer to Note 9 to the accompanying audited consolidated financial statements included elsewhere in this report for additional information on the IPO- and secondary-offering related expenses. 28 Page 1241 of 1598 Table of Contents Years Ended December 31, (dollars and shares in millions,except per share amounts) 2014 2013 2012 2011 2010 Statement of Operations Data: Net sales $ 12,074.5 $ 10,768.6 $ 10,128.2 $ 9,602.4 $ 8,801.2 Cost of sales 10,153.2 9,008.3 8,458.6 8,018.9 7,410.4 Gross profit 1,921.3 1,760.3 1,669.6 1,583.5 1,390.8 Selling and administrative expenses 1,110.3 1,120.9 1,029.5 990.1 932.1 Advertising expense 138.0 130.8 129.5 122.7 106.0 Income from operations 673.0 508.6 510.6 470.7 352.7 Interest expense,net (197.3) (250.1) (307.4) (324.2) (391.9) Net(loss)gain on extinguishments of long-term debt (90.7) (64.0) (17.2) (118.9) 2.0 Other income,net 2.7 1.0 0.1 0.7 0.2 Income(loss)before income taxes 387.7 195.5 186.1 28.3 (37.0) Income tax(expense)benefit (142.8) (62.7) (67.1) (11.2) 7.8 Net income(loss) $ 244.9 $ 132.8 $ 119.0 $ 17.1 $ (29.2) Net income(loss)per common share: Basic $1.44 $0.85 $0.82 $0.12 $(0.20) Diluted $1.42 $0.84 $0.82 $0.12 $(0.20) Weighted-average common shares outstanding: Basic 170.6 156.6 145.1 144.8 144.4 Diluted 172.8 158.7 145.8 144.9 144.4 Balance Sheet Data(at period end): Cash and cash equivalents $ 344.5 $ 188.1 $ 37.9 99.9 $ 36.6 Working capital 985.4 810.9 666.5 538.1 675.4 Total assets 6,099.9 5,924.6 5,720.0 5,967.7 5,943.8 Total debt and capitalized lease obligations(1) 3,190.0 3,251.2 3,771.0 4,066.0 4,290.0 Total shareholders'equity(deficit) 936.5 711.7 136.5 (7.3) (43.5) Other Financial Data: Capital expenditures $ 55.0 $ 47.1 $ 41.4 45.7 $ 41.5 Depreciation and amortization 207.9 208.2 210.2 204.9 209.4 Gross profit as a percentage of net sales 15.9% 16.3% 16.5% 16.5% 15.8% Ratio of earnings to fixed charges(21 2.9 1.8 1.6 1.1 (a) EBITDA(3) $ 792.9 $ 653.8 $ 703.7 557.4 $ 564.3 Adjusted EBITDA X31 907.0 808.5 766.6 717.3 601.8 Non-GAAP net income(4) 409.9 314.3 247.1 198.8 85.7 Statement of Cash Flows Data: Net cash provided by(used in): Operating activities $ 435.0 $ 366.3 $ 317.4 $ 214.7 $ 423.7 Investing activities (164.8) (47.1) (41.7) (56.0) (125.4) Financing activities (112.0) (168.3) (338.0) (95.4) (350.1) (1) Excludes borrowings of$332.1 million, $256.6 million, $249.2 million, $278.7 million and$28.2 million, as of December 31,2014, 2013,2012,2011, and 2010,respectively, under our inventory financing agreements.We do not include these borrowings in total debt because we have not in the past incurred, and in the future do not expect to incur, any interest expense or late fees under these agreements. 29 Page 1242 of 1598 Page 1243 of 1598 Table of Contents (2) For purposes of calculating the ratio of earnings to Fixed charges, earnings consist of earnings before income taxes minus income from equity investments plus distributed income from equity investments and Fixed charges.Fixed charges consist of interest expense and the portion of rental expense we believe is representative of the interest component of rental expense. (a) For the year ended December 31,2010, earnings available for Fixed charges were inadequate to cover Fixed charges by$37.0 million. (3) EBITDA is defined as consolidated net income(loss)before interest expense,income tax expense(benefit),depreciation, and amortization.Adjusted EBITDA,which is a measure defined in our credit agreements,is calculated by adjusting EBITDA for certain items of income and expense including(but not limited to)the following: (a)non-cash equity-based compensation; (b)goodwill impairment charges; (c)sponsor fees; (d)certain consulting fees; (e)debt-related legal and accounting costs; (f)equity investment income and losses; (g)certain severance and retention costs; (h)gains and losses from the early extinguishment of debt; (i)gains and losses from asset dispositions outside the ordinary course of business; and 0)non-recurring, extraordinary or unusual gains or losses or expenses. We have included a reconciliation of EBITDA and Adjusted EBITDA in the table below.Both EBITDA and Adjusted EBITDA are considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP.Non-GAAP measures used by the Company may differ from similar measures used by other companies, even when similar terms are used to identify such measures. We believe that EBITDA and Adjusted EBITDA provide helpful information with respect to our operating performance and cash flows including our ability to meet our future debt service, capital expenditures and working capital requirements.Adjusted EBITDA also provides helpful information as it is the primary measure used in certain financial covenants contained in our credit agreements. The following unaudited table sets forth reconciliations of net income(loss)to EBITDA and EBITDA to Adjusted EBITDA for the periods presented: Years Ended December 31, (in millions) 2014 2013 2012 2011 2010 Net income(loss) $ 244.9 $ 132.8 $ 119.0 $ 17.1 $ (29.2) Depreciation and amortization 207.9 208.2 210.2 204.9 209.4 Income tax expense(benefit) 142.8 62.7 67.1 11.2 (7.8) Interest expense,net 197.3 250.1 307.4 324.2 391.9 EBITDA 792.9 653.8 703.7 557.4 564.3 Non-cash equity-based compensation 16.4 8.6 22.1 19.5 11.5 Sponsor fees - 2.5 5.0 5.0 5.0 Consulting and debt-related professional fees - 0.1 0.6 5.1 15.1 Net loss(gain) on extinguishments of long-term debt 90.7 64.0 17.2 118.9 (2.0) Litigation,net(�) (0.9) (4.1) 4.3 IPO-and secondary-offering related expenses 1.4 75.0 Other adjustments 6.5 8.6 13.7 11.4 7.9 Adjusted EBITDA $ 907.0 $ 808.5 $ 766.6 $ 717.3 $ 601.8 (i) Relates to unusual,non-recurring litigation matters. (ii) Other adjustments primarily include certain retention costs and equity investment income. 30 Page 1244 of 1598 Table of Contents The following unaudited table sets forth a reconciliation of EBITDA to net cash provided by operating activities for the periods presented: Years Ended December 31, (in millions) 2014 2013 2012 2011 2010 EBITDA $ 792.9 $ 653.8 $ 703.7 $ 557.4 $ 564.3 Depreciation and amortization (207.9) (208.2) (210.2) (204.9) (209.4) Income tax(expense)benefit (142.8) (62.7) (67.1) (11.2) 7.8 Interest expense,net (197.3) (250.1) (307.4) (324.2) (391.9) Net income(loss) 244.9 132.8 119.0 17.1 (29.2) Depreciation and amortization 207.9 208.2 210.2 204.9 209.4 Equity-based compensation expense 16.4 46.6 22.1 19.5 11.5 Amortization of deferred financing costs,debt premium,and debt discount,net 6.4 8.8 13.6 15.7 18.0 Deferred income taxes (89.1) (48.7) (56.3) (10.2) (4.3) Allowance for doubtful accounts 0.3 0.4 (1.3) Realized loss on interest rate swap agreements 2.8 51.5 Net loss(gain)on extinguishments of long-term debt 90.7 64.0 17.2 118.9 (2.0) Income from equity investments (1.2) Changes in assets and liabilities (41.8) (47.1) (9.4) (158.3) 165.3 Other non-cash items 0.5 1.7 1.0 3.9 4.8 Net cash provided by operating activities $ 435.0 $ 366.3 $ 317.4 $ 214.7 $ 423.7 31 Page 1245 of 1598 Table of Contents (4) Non-GAAP net income is considered a non-GAAP financial measure. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP.Non-GAAP measures used by the Company may differ from similar measures used by other companies,even when similar terms are used to identify such measures.We believe that non-GAAP net income provides meaningful information regarding our operating performance and our prospects for the future. This supplemental measure excludes, among other things, charges related to the amortization of acquisition-related intangibles,non-cash equity-based compensation and gains and losses from the early extinguishment of debt. The following unaudited table sets forth a reconciliation of net income(loss)to non-GAAP net income for the periods presented: Years Ended December 31, (in millions) 2014 2013 2012 2011 2010 Net income(loss) $ 244.9 $ 132.8 $ 119.0 $ 17.1 $ (29.2) Amortization of intangibles 0) 161.2 161.2 163.7 165.7 166.8 Non-cash equity-based compensation 16.4 8.6 22.1 19.5 11.5 Litigation,net('i) (0.6) (6.3) Net loss on extinguishments of long-term debt 90.7 64.0 17.2 118.9 (2.0) Interest expense adjustment related to extinguishments of long-term debt("') (1.1) (7.5) (3.3) (19.4) (0.7) IPO-and secondary-offering related expenses cv1 1.4 75.0 Debt-related refinancing costs M 3.8 5.6 Aggregate adjustment for income taxes (vi) (103.0) (113.5) (71.6) (106.8) (66.3) Non-GAAP net income $ 409.9 $ 314.3 $ 247.1 $ 198.8 $ 85.7 (i) Includes amortization expense for acquisition-related intangible assets,primarily customer relationships and trade names. (ii) Relates to unusual,non-recurring litigation matters. (iii) Reflects adjustments to interest expense resulting from debt extinguishments.Represents the difference between interest expense previously recognized under the effective interest method and actual interest paid. (iv) IPO-and secondary-offering related expenses consist of the following: (in millions) Years Ended December 31, 2014 2013 Acceleration charge for certain equity awards and related employer payroll taxes $ - $ 40.7 RDU Plan cash retention pool accrual - 7.5 Management services agreement termination fee - 24.4 Other expenses 1.4 2.4 IPO-and secondary-offering related expenses $ 1.4 $ 75.0 (v) Represents fees and costs expensed related to the December 2010 and March 2011 amendments to our prior senior secured term loan facility. (vi) Based on a normalized effective tax rate of 39.0%. 32 Page 1246 of 1598 Table of Contents Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations Unless otherwise indicated or the context otherwise requires, as used in this "Management's Discussion and Analysis of'Financial Condition and Results of'Operations,"the terms "we," "us," "the Company," "our," "CDW"and similar terms refer to CDW Corporation and its subsidiaries. "Management's Discussion and Analysis of'Financial Condition and Results of'Operations"should be read in conjunction with the audited consolidated financial statements and the related notes included elsewhere in this report. This discussion contains forward-looking statements that are subject to numerous risks and uncertainties.Actual results may differ materially fi om those contained in any forward- looking statements. See "Forward-Looking Statements"above. Overview CDW is a Fortune 500 company and a leading provider of integrated information technology("IT") solutions in the U.S. and Canada. We help our customer base of approximately 250,000 small,medium and large business,government, education and healthcare customers by delivering critical solutions to their increasingly complex IT needs. Our broad array of offerings ranges from discrete hardware and software products to integrated IT solutions such as mobility, security,data center optimization, cloud computing,virtualization and collaboration. We are technology"agnostic,"with a product portfolio that includes more than 100,000 products from more than 1,000 brands. We provide our products and solutions through sales force and service delivery teams consisting of nearly 4,600 coworkers,including more than 1,800 Field sellers, highly-skilled technology specialists and advanced service delivery engineers. We are a leading U.S. sales channel partner for many original equipment manufacturers("OEMs")and software publishers (collectively, our"vendor partners"),whose products we sell or include in the solutions we offer.We believe we are an important extension of our vendor partners'sales and marketing capabilities,providing them with a cost-effective way to reach customers and deliver a consistent brand experience through our established end-market coverage and extensive customer access. We have two reportable segments: Corporate,which is comprised primarily of private sector business customers, and Public,which is comprised of government agencies and education and healthcare institutions. Our Corporate segment is divided into a medium/large business customer channel,primarily serving customers with more than 100 employees, and a small business customer channel,primarily serving customers with up to 100 employees.We also have three other operating segments, CDW Advanced Services, Canada and Kelway TopCo Limited("Kelway"),which do not meet the reportable segment quantitative thresholds and, accordingly, are combined together as"Other."In November 2014,we acquired a 35%non-controlling equity interest in Kelway. See Note 15 to the accompanying audited consolidated Financial statements included elsewhere in this report for additional details. The CDW Advanced Services business consists primarily of customized engineering services delivered by technology specialists and engineers, and managed services that include Infrastructure as a Service("IaaS")offerings. Revenues from the sale of hardware,software, custom configuration and third-party provided services are recorded within our Corporate and Public segments. We may sell all or only select products that our vendor partners offer. Each vendor partner agreement provides for specific terms and conditions,which may include one or more of the following:product return privileges,price protection policies,purchase discounts and vendor incentive programs, such as purchase or sales rebates and cooperative advertising reimbursements. We also resell software for major software publishers. Our agreements with software publishers allow the end-user customer to acquire software or licensed products and services.In addition to helping our customers determine the best software solutions for their needs,we help them manage their software agreements, including warranties and renewals.A significant portion of our advertising and marketing expenses is reimbursed through cooperative advertising reimbursement programs with our vendor partners. These programs are at the discretion of our vendor partners and are typically tied to sales or purchasing volumes or other commitments to be met by us within a specified period of time. Trends and Key Factors Affecting our Financial Performance We believe the following trends may have an important impact on our financial performance: • Our Public segment sales are impacted by government spending policies,budget priorities and revenue levels.An adverse change in any of these factors could cause our Public segment customers to reduce their purchases or to terminate or not renew contracts with us,which could adversely affect our business,results of operations or cash flows.Although our sales to the federal government are diversified across multiple 33 Page 1247 of 1598 Table of Contents agencies and departments,they collectively accounted for approximately 7%, 7%and 10%of our net sales for the years ended December 31,2014,2013 and 2012,respectively.In 2013, and through the second quarter of 2014,Public segment results were impacted by the combined and residual negative effects of sequestration,the partial shutdown of the federal government in 2013 and federal government budget uncertainty. However,with the Finalization of federal budget allocations in early 2014, we began to see improvement in federal sales in the second quarter of 2014. The momentum continued through the third quarter of 2014 in conjunction with the federal Fiscal year-end. This recovery continued into the fourth quarter of 2014 in connection with increased customer confidence that a federal budget for 2015 would be in place. • An important factor affecting our ability to generate sales and achieve our targeted operating results is the impact of general economic conditions on our customers' willingness to spend on information technology. While macroeconomic uncertainty drove a cautious approach to customer spending in the early part of 2013, uncertainty began to dissipate in the back half of 2013 and continued to dissipate throughout 2014. Our sales to small business customers increased in 2014 as a result of the improvement in the macroeconomic environment.We will continue to closely monitor macroeconomic conditions during 2015. Uncertainties related to potential reductions in government spending,requirements associated with implementation of the Affordable Care Act,potential changes in tax and regulatory policy,weakening consumer and business confidence or increased unemployment could result in reduced or deferred spending on information technology products and services by our customers and result in increased competitive pricing pressures. • We believe that our customers' transition to more complex technology solutions will continue to be an important growth area for us in the future. However,because the market for technology products and services is highly competitive, our success at capitalizing on this transition will be based on our ability to tailor specific solutions to customer needs,the quality and breadth of our product and service offerings,the knowledge and expertise of our sales force,price,product availability and speed of delivery.In 2014,market dynamics,including client device refresh and digital testing needs for K-12 students,drove customer demand for transactional products,primarily client devices,which include notebooks/mobile devices and desktops. Our diverse product suite of more than 100,000 products from over 1,000 leading and emerging brands and efficient,distribution capabilities enabled us to capitalize on this demand. While sales growth for transactional products was strong during the year, growth in solutions-focused products,including netcomm and software,also contributed to the increase in net sales during 2014. We expect the demand for client devices to moderate in 2015,both from the client device refresh slowing and a wind- down in preparation for digital testing requirements. Key Business Metrics Our management monitors a number of financial and non-financial measures and ratios on a regular basis in order to track the progress of our business and make adjustments as necessary. We believe that the most important of these measures and ratios include average daily sales, gross margin, operating margin,net income,Non-GAAP net income,net income per diluted share,Non-GAAP net income per diluted share, EBITDA and Adjusted EBITDA,return on invested capital, cash and cash equivalents, cash flow,net working capital, cash conversion cycle (defined to be days of sales outstanding in accounts receivable plus days of supply in inventory minus days of purchases outstanding in accounts payable,based on a rolling three-month average),debt levels including available credit and leverage ratios, sales per coworker and coworker turnover. These measures and ratios are compared to standards or objectives set by management, so that actions can be taken, as necessary,in order to achieve the standards and objectives.Non-GAAP net income,Non-GAAP net income per diluted share and Adjusted EBITDA are non- GAAP financial measures. We believe these measures provide helpful information with respect to the company's operating performance and cash flows including our ability to meet our future debt service, capital expenditures,dividend payments,and working capital requirements. Adjusted EBITDA also provides helpful information as it is the primary measure used in certain financial covenants contained in our senior credit facilities. See "Selected Financial Data"included elsewhere in this report for the definitions of Non-GAAP net income and Adjusted EBITDA and reconciliations to net income. 34 Page 1248 of 1598 Table of Contents The results of certain key business metrics are as follows: (dollars in millions) Years Ended December 31, 2014 2013 2012 Net sales $ 12,074.5 $ 10,768.6 $ 10,128.2 Gross profit 1,921.3 1,760.3 1,669.6 Income from operations 673.0 508.6 510.6 Net income 244.9 132.8 119.0 Non-GAAP net income 409.9 314.3 247.1 Adjusted EBITDA 907.0 808.5 766.6 Average daily sales 47.5 42.4 39.9 Net debt(defined as total debt minus cash and cash equivalents) 2,845.5 3,063.1 3,733.1 Cash conversion cycle(in days)(1) 21 23 24 (1) Cash conversion cycle is defined as days of sales outstanding in accounts receivable plus days of supply in inventory minus days of purchases outstanding in accounts payable,based on a rolling three-month average. The prior periods have been revised to conform to the current definition. Results of Operations Year Ended December 31,2014 Compared to Year Ended December 31,2013 The following table presents our results of operations,in dollars and as a percentage of net sales, for the years ended December 31, 2014 and 2013 Year Ended December 31,2014 Year Ended December 31,2013 Dollars in Percentage of Dollars in Percentage of Millions Net Sales Millions Net Sales Net sales $ 12,074.5 100.0% $ 10,768.6 100.0% Cost of sales 10,153.2 84.1 9,008.3 83.7 Gross profit 1,921.3 15.9 1,760.3 16.3 Selling and administrative expenses 1,110.3 9.2 1,120.9 10.4 Advertising expense 138.0 1.1 130.8 1.2 Income from operations 673.0 5.6 508.6 4.7 Interest expense,net (197.3) (1.6) (250.1) (2.3) Net loss on extinguishments of long-term debt (90.7) (0.8) (64.0) (0.6) Other income,net 2.7 - 1.0 - Income before income taxes 387.7 3.2 195.5 1.8 Income tax expense (142.8) (1.2) (62.7) (0.6) Net income $ 244.9 2.0% $ 132.8 1.2% 35 Page 1249 of 1598 Table of Contents Net sales The following table presents our net sales by segment,in dollars and as a percentage of total net sales, and the year-over-year dollar and percentage change in net sales for the years ended December 31,2014 and 2013 : Years Ended December 31, 2014 2013 Dollars in Percentage of Dollars in Percentage of Percent Millions Total Net Sales Millions Total Net Sales Dollar Change Change"' Corporate $ 6,475.5 53.6% $ 5,960.1 55.3% $ 515.4 8.6% Public 4,879.4 40.4 4,164.5 38.7 714.9 17.2 Other 719.6 6.0 644.0 6.0 75.6 11.7 Total net sales $ 12,074.5 100.0% $ 10,768.6 100.0% $ 1,305.9 12.1% (1) There were 254 selling days in both the years ended December 31,2014 and 2013 . The following table presents our net sales by customer channel for our Corporate and Public segments and the year-over-year dollar and percentage change in net sales for the years ended December 31,2014 and 2013 .Net sales of$150.1 million for the year ended December 31, 2013 have been reclassified from the small business customer channel to the medium/large customer channel to conform to the current period presentation. (dollars in millions) Years Ended December 31, 2014 2013 Dollar Change Percent Change Corporate: Medium/Large $ 5,485.4 $ 5,052.7 $ 432.7 8.6% Small Business 990.1 907.4 82.7 9.1 Total Corporate $ 6,475.5 $ 5,960.1 $ 515.4 8,6% Public: Government $ 1,449.4 $ 1,250.6 $ 198.8 15.9% Education 1,824.0 1,449.0 375.0 25.9 Healthcare 1,606.0 1,464.9 141.1 9.6 Total Public $ 4,879.4 $ 4,164.5 $ 714.9 17.2% Total net sales in 2014 increased$1,305.9 million, or 12.1%,to$12,074.5 million, compared to $10,768.6 million in 2013 . There were 254 selling days for both the years ended December 31,2014 and 2013 . The increase in total net sales was primarily the result of continued growth in transactional products driven by notebooks/mobile devices and desktop computers as customers across all channels refreshed their client devices and K-12 customers continued to prepare for digital testing requirements, and the addition of more than 140 customer-facing coworkers,the majority in pre- and post-sale technical positions such as technical specialists and service delivery roles. Growth in solutions-focused products,including netcomm and software,also contributed to the increase in net sales during 2014 . Corporate segment net sales in 2014 increased$515.4 million, or 8.6%, compared to 2013 ,driven by sales growth in the medium/large customer channel. Within our Corporate segment,net sales to medium/large customers increased$432.7 million, or 8.6%, between years primarily due to customers refreshing their client devices and making continued investments in technology infrastructure and a continued focus on seller productivity.This increase was led by growth in notebooks/mobile devices,netcomm products, software, and desktop computers.Net sales to small business customers increased$82.7 million, or 9.1%,between years,driven by growth in notebooks/mobile devices and desktop computers due to customers refreshing their client devices. Public segment net sales in 2014 increased$714.9 million,or 17.2%,between years,driven by strong performance across all channels. In 2013, and through the second quarter of 2014,Public segment results were impacted by the combined and residual negative effects of sequestration,the partial shutdown of the federal government in 2013 and federal government budget uncertainty. However,with the finalization of federal budget allocations in early 2014,we began to see improvement in federal sales in the second quarter of 2014 and saw continued momentum through the third quarter of 2014 in conjunction with 36 Page 1250 of 1598 Table of Contents the federal Fiscal year-end.This recovery continued into the fourth quarter of 2014 in connection with increased customer confidence that a federal budget for 2015 would be in place.Net sales to government customers increased$198.8 million, or 15.9% . The increase in net sales to the federal government was led by increases in sales of notebooks/mobile devices and desktop computers. The increase in net sales to state/local government customers was led by growth in sales of notebooks/mobile devices,netcomm products, enterprise storage,and software due to a continued focus on public safety solutions.Net sales to education customers increased$375.0 million, or 25.9%,between years,led by growth in net sales to K-12 customers,reflecting increased sales of notebooks/mobile devices to support digital testing requirements.Net sales to healthcare customers increased$141.1 million, or 9.6%,between periods,driven by growth in netcomm products,notebook/mobile devices, and desktop computers. Gross profit Gross profit increased$161.0 million, or 9.1%,to$1,921.3 million in 2014, compared to$1,760.3 million in 2013 .As a percentage of total net sales,gross profit decreased 40 basis points to 15.9%during 2014,down from 16.3%in 2013 . Gross profit margin was negatively impacted 30 basis points by unfavorable price/mix changes within product margin, as transactional product categories such as notebooks/mobile devices and desktops experienced a higher rate of net sales growth than our overall net sales growth, accompanied by continuing product margin compression in these product categories.Additionally,we experienced an unfavorable impact of 10 basis points from vendor funding in 2014. Although vendor funding dollars increased,it represented a lower percentage of net sales in 2014 compared to 2013 .Vendor funding includes purchase discounts,volume rebates and cooperative advertising. The gross profit margin may fluctuate based on various factors,including vendor incentive and inventory price protection programs, cooperative advertising funds classified as a reduction of cost of sales,product mix,net service contract revenue, commission revenue,pricing strategies,market conditions and other factors, any of which could result in changes in gross profit margins. Selling and administrative expenses Selling and administrative expenses decreased$10.6 million, or 0.9%,to$1,110.3 million in 2014 ,compared to$1,120.9 million in 2013 .The overall decrease was largely driven by the absence of$74.3 million in costs incurred during 2013 related to the completion of our IPO. This decrease was partially offset by an increase of$31.4 million, or 14.3%, of certain coworker costs between years which was primarily due to higher compensation consistent with increased coworker count and attainment-based compensation accruals tied to annual performance. Total coworker count was 7,211, up 244 from 6,967 at December 31,2013 .In addition, sales payroll,including sales commissions and other variable compensation costs,increased$18.6 million,or 3.9%between years, consistent with higher sales and gross profit. Further offsetting the decrease in selling and administrative expenses was an increase in long-term compensation expense and equity compensation expense of$7.2 million during 2014. As a percentage of total net sales, selling and administrative expenses decreased 120 basis points to 9.2%in 2014,down from 10.4%in 2013 .The decrease in selling and administrative expenses as a percentage of net sales was largely driven by a decline of 70 basis points in costs related to the IPO in 2013 . Sales payroll as a percentage of net sales also decreased 30 basis points during 2014 reflecting the lower cost to serve transactional sales compared to solutions-focused sales, consistent with our variable compensation cost structure. Advertising expense Advertising expense increase d$7.2 million, or 5.5%,to$138.0 million in 2014, compared to$130.8 million in 2013 .As a percentage of net sales, advertising expense remained relatively consistent at 1.1%in 2014 ,compared to 1.2%in 2013 . The dollar increase in advertising expense was due to a continued focus on advertising our solutions and products,which reinforces our reputation as a leading IT solutions provider. 37 Page 1251 of 1598 Table of Contents Income./rom operations The following table presents income from operations by segment,in dollars and as a percentage of net sales,and the year-over-year percentage change in income from operations for the years ended December 31,2014 and 2013 : Year Ended December 31,2014 Year Ended December 31,2013 Operating Operating Percent Change Dollars in Margin Dollars in Margin in Income Millions Percentage Millions Percentage from Operations Segments: Corporate $ 439.8 6.8% $ 363.3 6.1% 21.1% Public 313.2 6.4 246.5 5.9 27.1 Other 32.9 4.6 27.2 4.2 20.9 Headquarters(2) (112.9) nm* (128.4) nm* 12.0 Total income from operations $ 673.0 5.6% $ 508.6 4.7% 32.3% *Not meaningful (1) Segment income(loss)from operations includes the segment's direct operating income(loss)and allocations for Headquarters' costs, allocations for income and expenses from logistics services, certain inventory adjustments and volume rebates and cooperative advertising from vendors. (2) Includes certain Headquarters' function costs that are not allocated to the segments. Income from operations was$673.0 million in 2014, an increase of$164.4 million,or 32.3% ,compared to$508.6 million in 2013 . The increase in income from operations was driven by higher net sales and gross profit and the absence of IPO-related costs. Total operating margin percentage increased 90 basis points to 5.6%in 2014, from 4.7%in 2013 . Operating margin percentage benefited from the decrease in selling and administrative expenses as a percentage of net sales,which was driven by the absence of$74.3 million in costs related to our IPO in 2013, and was partially offset by a decrease in gross profit margin. Corporate segment income from operations was$439.8 million in 2014, an increase of$76.5 million, or 21.1%, compared to $363.3 million in 2013 . This increase was primarily driven by higher net sales and gross profit. Corporate segment operating margin percentage increased 70 basis points to 6.8%in 2014, from 6.1%in 2013 . Operating margin percentage benefited from the decrease in selling and administrative expenses as a percentage of net sales,which was driven by the absence of costs related to our IPO in 2013,and was partially offset by a decrease in gross profit margin. Public segment income from operations was$313.2 million in 2014, an increase of$66.7 million,or 27.1%, compared to$246.5 million in 2013 . This increase was primarily driven by higher net sales and gross profit.Public segment operating margin percentage increased 50 basis points to 6.4%in 2014, from 5.9%in 2013 . Operating margin percentage benefited from the decrease in selling and administrative expenses as a percentage of net sales,which was driven by the absence of costs related to our IPO in 2013, and was partially offset by a decrease in gross profit margin. Interest expense, net At December 31,2014 , our outstanding long-term debt totaled$3,190.0 million,compared to$3,251.2 million at December 31,2013 . We reduced our long-term debt during 2014 through refinancing activities to redeem our higher interest debt.Net interest expense in 2014 was $197.3 million,a decrease of$52.8 million compared to$250.1 million in 2013 . This decrease was primarily due to lower debt balances and effective interest rates for 2014 compared to 2013 as a result of debt repayments and refinancing activities completed during 2014 and 2013 . See "Liquidity and Capital Resources"below for a description of the significant debt refinancings in 2014. Net loss on extinguishments of'long-term debt During 2014,we recorded a net loss on extinguishments of long-term debt of$90.7 million compared to$64.0 million in 2013. In December 2014,we redeemed$541.4 million aggregate principal amount of the 2019 Senior Notes. We recorded a loss on extinguishment of debt of$36.9 million,representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred financing costs and unamortized premium. 38 Page 1252 of 1598 Table of Contents In September 2014,we redeemed$234.7 million aggregate principal amount of the 2019 Senior Notes. We recorded a loss on extinguishment of debt of$22.1 million,representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred Financing costs and unamortized premium. In August 2014,we redeemed all of the remaining$325.0 million aggregate principal amount of the 8.0% Senior Secured Notes due 2018 ("Senior Secured Notes"). We recorded a loss on extinguishment of debt of$23.7 million,representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for the remaining unamortized deferred Financing costs. In June 2014,we entered into the Senior Secured Asset-Based Revolving Credit Facility("Revolving Loan"),a new Five-year$1,250.0 million senior secured asset-based revolving credit facility. The Revolving Loan replaces our previous revolving loan credit facility that was to mature on June 24,2016.In connection with the termination of the previous facility,we recorded a loss on extinguishment of long-term debt of $0.4 million,representing a write-off of a portion of unamortized deferred Financing costs. In May 2014,we redeemed all of the remaining$42.5 million aggregate principal amount of the 12.535% Senior Subordinated Exchange Notes due 2017("Senior Subordinated Notes"). We recorded a loss on extinguishment of long-term debt of$2.2 million,representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for the remaining unamortized deferred Financing costs. In March 2014,we repurchased$25.0 million aggregate principal amount of the 2019 Senior Notes. We recorded a loss on extinguishment of long-term debt of$2.7 million,representing the difference between the repurchase price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred Financing costs. In January and February 2014,we redeemed$50.0 million aggregate principal amounts of the Senior Subordinated Notes. We recorded a loss on extinguishment of long-term debt of$2.7 million,representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred Financing costs. In October 2013,we redeemed$155.0 million aggregate principal amount of the Senior Subordinated Notes.In connection with this redemption,we recorded a loss on extinguishment of long-term debt of$8.5 million,representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred Financing costs. In August 2013,we redeemed$324.0 million aggregate principal amount of the Senior Subordinated Notes.In connection with this redemption,we recorded a loss on extinguishment of long-term debt of$24.6 million,representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred Financing costs. In July 2013,we redeemed$175.0 million aggregate principal amount of the Senior Secured Notes.In connection with this redemption, we recorded a loss on extinguishment of long-term debt of$16.7 million,representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred Financing costs. In April 2013,we entered into a new seven-year, $1,350.0 million aggregate principal amount Senior Secured Term Loan Facility ("Term Loan"). Substantially all of the proceeds were used to repay the$1,299.5 million outstanding aggregate principal amount of the prior senior secured term loan facility.In connection with this refinancing,we recorded a loss on extinguishment of long-term debt of$10.3 million, representing a write-off of the remaining unamortized deferred financing costs related to the prior senior secured term loan facility. In March 2013,we redeemed$50.0 million aggregate principal amount of the Senior Subordinated Notes. We recorded a loss on extinguishment of long-term debt of$3.9 million,representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred financing costs. 39 Page 1253 of 1598 Table of Contents Income tax expense Income tax expense was$142.8 million in 2014 , compared to $62.7 million in 2013 . The effective income tax rate,expressed by calculating income tax expense or benefit as a percentage of income before income taxes,was 36.8%and 32.1%for 2014 and 2013 , respectively. For 2014,the effective tax rate differed from the U.S. federal statutory rate primarily due to state income taxes,including current year state income tax credits. For 2013 ,the effective tax rate differed from the U.S. federal statutory rate primarily due to state income taxes, including current year state income tax credits and an adjustment to deferred state income taxes due to changes in apportionment factors. The higher effective tax rate for 2014 as compared to 2013 was primarily attributable to the favorable impact of changes in state tax apportionment factors had on deferred state income taxes in 2013 and a lower rate impact of state income tax credits due to the increase in income before income taxes in 2014. Net income Net income was$244.9 million in 2014, compared to $132.8 million in 2013 . Significant factors and events causing the net changes between the periods are discussed above. Non-GAAP net income Non-GAAP net income was$409.9 million for the year ended December 31,2014, an increase of$95.6 million, or 30.4%, compared to $314.3 million for the year ended December 31,2013 . We have included a reconciliation of Non-GAAP net income for the years ended December 31,2014 and 2013 below.Non-GAAP net income excludes,among other things, charges related to the amortization of acquisition-related intangible assets,non-cash equity-based compensation, and gains and losses from the early extinguishment of debt.Non-GAAP net income is considered a non-GAAP financial measure. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP.Non-GAAP measures used by the Company may differ from similar measures used by other companies, even when similar terms are used to identify such measures.We believe that Non-GAAP net income provides helpful information with respect to our operating performance and cash flows including our ability to meet our future debt service, capital expenditures and working capital requirements. 40 Page 1254 of 1598 Table of Contents (in millions) Years Ended December 31, 2014 2013 Net income $ 244.9 $ 132.8 Amortization of intangibles 161.2 161.2 Non-cash equity-based compensation 16.4 8.6 Litigation,net(2) (0.6) (6.3) Net loss on extinguishments of long-term debt 90.7 64.0 Interest expense adjustment related to extinguishments of long-term debt(3' (1.1) (7.5) IPO-and secondary-offering related expenses(4) 1.4 75.0 Aggregate adjustment for income taxes (103.0) (113.5) Non-GAAP net income $ 409.9 $ 314.3 (1) Includes amortization expense for acquisition-related intangible assets,primarily customer relationships and trade names. (2) Relates to unusual,non-recurring litigation matters. (3) Reflects adjustments to interest expense resulting from debt extinguishments.Represents the difference between interest expense previously recognized under the effective interest method and actual interest paid. (4) IPO-and secondary-offering related expenses consist of the following: (in millions) Years Ended December 31, 2014 2013 Acceleration charge for certain equity awards and related employer payroll taxes $ - $ 40.7 RDU Plan cash retention pool accrual - 7.5 Management services agreement termination fee - 24.4 Other expenses 1.4 2.4 IPO-and secondary-offering related expenses $ 1.4 $ 75.0 (5) Based on a normalized effective tax rate of 39.0%. Adjusted EBITDA Adjusted EBITDA was$907.0 million for the year ended December 31,2014 ,an increase of$98.5 million,or 12.2%, compared to $808.5 million for the year ended December 31,2013 .As a percentage of net sales,Adjusted EBITDA was 7.5%for both the years ended December 31,2014 and 2013 . We have included a reconciliation of EBITDA and Adjusted EBITDA for the years ended December 31,2014 and 2013 in the tables below.EBITDA is defined as consolidated net income before interest expense,income tax expense,depreciation and amortization.Adjusted EBITDA,which is a measure defined in our credit agreements,means EBITDA adjusted for certain items which are described in the table below.Both EBITDA and Adjusted EBITDA are considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP.Non-GAAP measures used by the Company may differ from similar measures used by other companies, even when similar terms are used to identify such measures. We believe that EBITDA and Adjusted EBITDA provide helpful information with respect to our operating performance and cash flows including our ability to meet our future debt service, capital expenditures and working capital requirements.Adjusted EBITDA also provides helpful information as it is the primary measure used in certain financial covenants contained in our credit agreements. 41 Page 1255 of 1598 Table of Contents (in millions) Years Ended December 31, 2014 2013 Net income $ 244.9 $ 132.8 Depreciation and amortization 207.9 208.2 Income tax expense 142.8 62.7 Interest expense,net 197.3 250.1 EBITDA 792.9 653.8 Adjustments: Non-cash equity-based compensation 16.4 8.6 Sponsor fee - 2.5 Net loss on extinguishments of long-term debt 90.7 64.0 Litigation,net(') (0.9) (4.1) IPO-and secondary-offering related expenses c21 1.4 75.0 Other adjustments 6.5 8.7 Total adjustments 114.1 154.7 Adjusted EBITDA $ 907.0 $ 808.5 (1) Relates to unusual,non-recurring litigation matters. (2) As defined under Non-GAAP net income above. (3) Other adjustments primarily include certain retention costs and equity investment income. The following table sets forth a reconciliation of EBITDA to net cash provided by operating activities for the years ended December 31, 2014 and 2013 . Years Ended December 31, (in millions) 2014 2013 EBITDA $ 792.9 $ 653.8 Depreciation and amortization (207.9) (208.2) Income tax expense (142.8) (62.7) Interest expense,net (197.3) (250.1) Net income 244.9 132.8 Depreciation and amortization 207.9 208.2 Equity-based compensation expense 16.4 46.6 Deferred income taxes (89.1) (48.7) Amortization of deferred financing costs,debt premium,and debt discount,net 6.4 8.8 Net loss on extinguishments of long-term debt 90.7 64.0 Other (0.4) 1.7 Changes in assets and liabilities (41.8) (47.1) Net cash provided by operating activities $ 435.0 $ 366.3 42 Page 1256 of 1598 Table of Contents Year Ended December 31,2013 Compared to Year Ended December 31,2012 The following table presents our results of operations,in dollars and as a percentage of net sales, for the years ended December 31, 2013 and 2012: Year Ended December 31,2013 Year Ended December 31,2012 Dollars in Percentage of Dollars in Percentage of Millions Net Sales Millions Net Sales Net sales $ 10,768.6 100.0% $ 10,128.2 100.0% Cost of sales 9,008.3 83.7 8,458.6 83.5 Gross profit 1,760.3 16.3 1,669.6 16.5 Selling and administrative expenses 1,120.9 10.4 1,029.5 10.2 Advertising expense 130.8 1.2 129.5 1.3 Income from operations 508.6 4.7 510.6 5.0 Interest expense,net (250.1) (2.3) (307.4) (3.0) Net loss on extinguishments of long-term debt (64.0) (0.6) (17.2) (0.2) Other income,net 1.0 - 0.1 - Income before income taxes 195.5 1.8 186.1 1.8 Income tax expense (62.7) (0.6) (67.1) (0.7) Net income $ 132.8 1.2% $ 119.0 1.1 % Net sales The following table presents our net sales by segment,in dollars and as a percentage of total net sales, and the year-over-year dollar and percentage change in net sales for the years ended December 31,2013 and 2012: Years Ended December 31, 2013 2012 Dollars in Percentage of Dollars in Percentage of Percent Millions Total Net Sales Millions Total Net Sales Dollar Change Change(1) Corporate $ 5,960.1 55.3% $ 5,512.8 54.4% $ 447.3 8.1% Public 4,164.5 38.7 4,023.0 39.7 141.5 3.5 Other 644.0 6.0 592.4 5.9 51.6 8.7 Total net sales $ 10,768.6 100.0% $ 10,128.2 100.0% $ 640.4 6.3% (1) There were 254 selling days in both the years ended December 31,2013 and 2012. 43 Page 1257 of 1598 Table of Contents The following table presents our net sales by customer channel for our Corporate and Public segments and the year-over-year dollar and percentage change in net sales for the years ended December 31,2013 and 2012.Net sales of$150.1 million and$124.2 million for the years ended December 31,2013 and 2012 have been reclassified from the small business customer channel to the medium/large customer channel to conform to the 2014 presentation. (in millions) Years Ended December 31, 2013 2012 Dollar Change Percent Change Corporate: Medium/Large $ 5,052.7 $ 4,572.7 $ 480.0 10.5 % Small Business 907.4 940.1 (32.7) (3.5) Total Corporate $ 5,960.1 $ 5,512.8 $ 447.3 8,1 Public: Government $ 1,250.6 $ 1,394.1 $ (143.5) (10.3)% Education 1,449.0 1,192.3 256.7 21.5 Healthcare 1,464.9 1,436.6 28.3 2.0 Total Public $ 4,164.5 $ 4,023.0 $ 141.5 3.5% Total net sales in 2013 increased$640.4 million, or 6.3%,to$10,768.6 million, compared to$10,128.2 million in 2012.There were 254 selling days for both the years ended December 31,2013 and 2012. The increase in total net sales was primarily the result of growth in hardware and software, a more tenured sales force, a continued focus on seller productivity across all areas of the organization and the addition of nearly 120 customer-facing coworkers,the majority in pre-and post-sale technical positions such as technical specialists and service delivery roles. Our total net sales growth for the year ended December 31,2013 reflected growth in notebooks/mobile devices,netcomm products and software. Software gains were driven by growth in security,document management software and network management software,partially offset by a decline in application suites. Corporate segment net sales in 2013 increased$447.3 million, or 8.1%, compared to 2012,driven by sales growth in the medium/large customer channel. Within our Corporate segment,net sales to medium/large customers increased 10.5%between years primarily due to certain of these customers increasing their IT spending, a more tenured sales force, a continued focus on seller productivity and additional customer- facing coworkers,the majority in pre-and post-sale technical positions such as technical specialists and service delivery roles. This increase was led by unit volume growth in netcomm products and growth in notebooks/mobile devices and software.Partially offsetting the growth in the medium/large customer channel was a 3.5%decline in net sales to small business customers,due to certain of these customers taking a more cautious approach to spending as macroeconomic and regulatory uncertainty impacted decision-making. This decrease was led by unit volume declines in notebooks/mobile devices,partially offset by growth in netcomm products. Public segment net sales in 2013 increased$141.5 million,or 3.5%,between years,driven by strong performance in the education customer channel.Net sales to education customers increased$256.7 million, or 21.5%,between years, led by growth in net sales to K-12 customers,reflecting increased sales of notebooks/mobile devices to support new standardized digital testing requirements that will take effect in 2014.Net sales to government customers decreased$143.5 million, or 10.3% ,in 2013 compared to 2012 due to reductions and delays in federal government spending following sequestration, uncertainty over future budget negotiations and the partial shutdown of the federal government. The government customer channel net sales decline was led by decreases in sales of enterprise storage and notebooks/mobile devices,partially offset by growth in software.Net sales to healthcare customers increased$28.3 million,or 2.0%,between years,driven by growth in notebooks/mobile devices and desktop computers. Gross profit Gross profit increased$90.7 million, or 5.4%,to$1,760.3 million in 2013, compared to $1,669.6 million in 2012.As a percentage of total net sales,gross profit decreased 20 basis points to 16.3%in 2013,down from 16.5%in 2012. Gross profit margin was negatively impacted 30 basis points by unfavorable price/mix changes within product margin, as we experienced product margin compression in transactional product categories such as desktops and notebooks.Partially offsetting this decrease was an increase of 10 basis points due to a higher mix of net service contract revenue.Net service contract revenue,including items such as third-party services and warranties,has a positive impact on gross profit margin as our cost paid to the vendor or third-party service provider is recorded as a reduction to net sales,resulting in net sales being equal to the gross profit on the transaction. 44 Page 1258 of 1598 Table of Contents The gross profit margin may fluctuate based on various factors,including vendor incentive and inventory price protection programs, cooperative advertising funds classified as a reduction of cost of sales,product mix,net service contract revenue, commission revenue,pricing strategies,market conditions and other factors, any of which could result in changes in gross profit margins. Selling and administrative expenses Selling and administrative expenses increased$91.3 million,or 8.9%,to$1,120.9 million in 2013, compared to $1,029.5 million in 2012.As a percentage of total net sales, selling and administrative expenses increased 20 basis points to 10.4%in 2013, up from 10.2%in 2012. Sales payroll,including sales commissions and other variable compensation costs,increased$28.9 million, or 6.4%,between years, consistent with higher sales and gross profit.Additionally,selling and administrative expenses for 2013 included IPO- and secondary-offering related expenses of$75.0 million, as follows: • Pre-tax charges of$36.7 million related to the acceleration of the expense recognition for certain equity awards and$4.0 million for the related employer payroll taxes. See Note 10 of the accompanying audited consolidated financial statements for additional discussion of the impact of the IPO on our equity awards. • A pre-tax charge of$24.4 million related to the payment of a termination fee to affiliates of the Sponsors in connection with the termination of the management services agreement with such entities. • A pre-tax charge of$7.5 million related to compensation expense in connection with the Restricted Debt Unit Plan. See Note 12 of the accompanying audited consolidated financial statements for additional discussion of this charge. • Other IPO-and secondary-offering related expenses of$2.4 million. We did not record any IPO-or secondary-offering related expenses during 2012.Partially offsetting these increases in 2013 was the favorable resolution of a class action legal proceeding in which we were a claimant,which reduced selling and administrative expenses by$10.4 million in 2013 compared to 2012. Total coworker count increased by 163 coworkers, from 6,804 at December 31,2012,to 6,967 at December 31,2013. Advertising expense Advertising expense increased$1.3 million, or 0.9%,to $130.8 million in 2013, compared to$129.5 million in 2012.As a percentage of net sales, advertising expense was 1.2%in 2013, compared to 1.3%in 2012.The dollar increase in advertising expense was due to a continued focus on advertising our solutions and products,which reinforces our reputation as a leading IT solutions provider. Income./rom operations The following table presents income from operations by segment,in dollars and as a percentage of net sales,and the year-over-year percentage change in income from operations for the years ended December 31,2013 and 2012: Year Ended December 31,2013 Year Ended December 31,2012 Operating Operating Percent Change Dollars in Margin Dollars in Margin in Income Millions Percentage Millions Percentage from Operations Segments: Corporate $ 363.3 6.1% $ 349.0 6.3% 4.1 % Public 246.5 5.9 246.7 6.1 (0.1) Other 27.2 4.2 18.6 3.1 46.3 Headquarters (128.4) nm* (103.7) nm* (23.8) Total income from operations $ 508.6 4.7% $ 510.6 5.0% (0.4)% *Not meaningful (1) Segment income(loss)from operations includes the segment's direct operating income(loss)and allocations for Headquarters' costs, allocations for logistics services, certain inventory adjustments, and volume rebates and cooperative advertising from vendors. (2) Includes Headquarters' function costs that are not allocated to the segments. 45 Page 1259 of 1598 Table of Contents Income from operations was$508.6 million in 2013, a decrease of$2.0 million, or 0.4%, compared to $510.6 million in 2012. The decrease in income from operations was driven by higher selling and administrative expenses primarily resulting from$75.0 million of IPO- and secondary-offering related expenses recorded during 2013,mostly offset by higher net sales and gross profit. Total operating margin percentage decreased 30 basis points to 4.7%in 2013, from 5.0%in 2012. Operating margin percentage was negatively impacted by the increase in selling and administrative expenses as a percentage of net sales and gross profit margin compression,partially offset by a decrease in advertising expense as a percentage of net sales. Corporate segment income from operations was$363.3 million in 2013, an increase of$14.3 million, or 4.1%, compared to$349.0 million in 2012. Corporate segment operating margin percentage decreased 20 basis points to 6.1%in 2013, from 6.3%in 2012.Results for 2013 included$26.4 million of IPO-and secondary-offering related expenses,which reduced Corporate segment operating margin by 40 basis points. Higher sales and gross profit dollars offset the effect of IPO-and secondary-offering related expenses on income from operations for 2013. Public segment income from operations was$246.5 million in 2013, a decrease of$0.2 million, or 0.1%, compared to $246.7 million in 2012.Public segment operating margin percentage decreased 20 basis points to 5.9%in 2013, from 6.1%in 2012. Results for 2013 included $14.4 million of IPO-and secondary-offering related expenses,which reduced Public segment operating margin by 30 basis points. Higher sales and gross profit dollars nearly offset the effect of IPO-and secondary-offering related expenses on income from operations for 2013. Interest expense, net At December 31,2013 , our outstanding long-term debt totaled$3,251.2 million, compared to $3,771.0 million at December 31,2012. We reduced long-term debt throughout the year primarily through the use of a portion of the net proceeds from the IPO and cash flows provided by operating activities.Net interest expense in 2013 was$250.1 million, a decrease of$57.3 million compared to$307.4 million in 2012. This decrease was primarily due to lower debt balances and effective interest rates for 2013 compared to 2012 as a result of debt repayments and refinancing activities completed during 2012 and 2013. Net loss on extinguishments of'long-term debt During 2013 ,we recorded a net loss on extinguishments of long-term debt of$64.0 million compared to $17.2 million in 2012. In October 2013,we redeemed$155.0 million aggregate principal amount of the Senior Subordinated Notes.In connection with this redemption,we recorded a loss on extinguishment of long-term debt of$8.5 million,representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred financing costs. In August 2013,we redeemed$324.0 million aggregate principal amount of the Senior Subordinated Notes.In connection with this redemption,we recorded a loss on extinguishment of long-term debt of$24.6 million,representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred financing costs. In July 2013,we redeemed$175.0 million aggregate principal amount of the Senior Secured Notes.In connection with this redemption, we recorded a loss on extinguishment of long-term debt of$16.7 million,representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred financing costs. In April 2013,we entered into a new seven-year, $1,350.0 million aggregate principal amount Term Loan. Substantially all of the proceeds were used to repay the$1,299.5 million outstanding aggregate principal amount of the prior senior secured term loan facility.In connection with this refinancing,we recorded a loss on extinguishment of long-term debt of$10.3 million,representing a write-off of the remaining unamortized deferred financing costs related to the prior senior secured term loan facility. In March 2013,we redeemed$50.0 million aggregate principal amount of the Senior Subordinated Notes. We recorded a loss on extinguishment of long-term debt of$3.9 million,representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred financing costs. In December 2012,we redeemed$100.0 million aggregate principal amount of the Senior Subordinated Notes.We recorded a loss on extinguishment of long-term debt of$7.8 million representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred financing costs. 46 Page 1260 of 1598 Table of Contents In February and March 2012,we purchased or redeemed the remaining$129.0 million of 11.0% Senior Exchange Notes due 2015 and 11.5%/12.25% Senior PIK Election Exchange Notes due 2015 (together,the "Senior Notes due 2015"), funded with the issuance of an additional $130.0 million of Senior Notes due 2019.As a result,we recorded a loss on extinguishment of long-term debt of$9.4 million,representing the difference between the purchase or redemption price of the Senior Notes due 2015 and the net carrying amount of the purchased debt,adjusted for the remaining unamortized deferred Financing costs. Income tax expense Income tax expense was$62.7 million in 2013 , compared to $67.1 million in 2012. The effective income tax rate was 32.1%and 36.0%for 2013 and 2012,respectively. For 2013 ,the effective tax rate differed from the U.S. federal statutory rate primarily due to state income taxes,including current year state income tax credits and an adjustment to deferred state income taxes due to changes in apportionment factors. For 2012,the effective tax rate differed from the U.S. federal statutory rate primarily due to favorable adjustments to state tax credits which were partially offset by the unfavorable impact of adjustments to deferred state income taxes due to changes in state tax laws and non-deductible expenses,primarily equity- based compensation and meals and entertainment. The lower effective tax rate for 2013 as compared to 2012 was primarily driven by the favorable impact of adjustments to deferred state income taxes due to changes in state tax apportionment factors and lower non-deductible expenses. Net income Net income was$132.8 million in 2013,compared to$119.0 million in 2012. Significant factors and events causing the net changes between the periods are discussed above. Non-GAAP net income Non-GAAP net income was$314.3 million for the year ended December 31,2013, an increase of$67.2 million, or 27.2% ,compared to $247.1 million for the year ended December 31,2012. We have included a reconciliation of Non-GAAP net income for the years ended December 31,2013 and 2012 below.Non-GAAP net income excludes,among other things, charges related to the amortization of acquisition-related intangibles,non-cash equity-based compensation, IPO-and secondary-offering related expenses and gains and losses from the early extinguishment of debt.Non-GAAP net income is considered a non-GAAP financial measure. Generally, a non-GAAP financial measure is a numerical measure of a company's performance,financial position, or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP.Non-GAAP measures used by the Company may differ from similar measures used by other companies, even when similar terms are used to identify such measures. We believe that Non-GAAP net income provides helpful information with respect to our operating performance and cash flows including our ability to meet our future debt service, capital expenditures and working capital requirements. 47 Page 1261 of 1598 Table of Contents (in millions) Years Ended December 31, 2013 2012 Net income $ 132.8 $ 119.0 Amortization of intangibles 161.2 163.7 Non-cash equity-based compensation 8.6 22.1 Litigation,net(2) (6.3) — Net loss on extinguishments of long-term debt 64.0 17.2 Interest expense adjustment related to extinguishments of long-term debt(s) (7.5) (3.3) IPO-and secondary-offering related expenses(4) 75.0 — Aggregate adjustment for income taxes (113.5) (71.6) Non-GAAP net income $ 314.3 $ 247.1 (1) Includes amortization expense for acquisition-related intangible assets,primarily customer relationships and trade names. (2) Relates to unusual,non-recurring litigation matters. (3) Reflects adjustments to interest expense resulting from debt extinguishments.Represents the difference between interest expense previously recognized under the effective interest method and actual interest paid. (4) IPO-and secondary-offering related expenses consist of the following: (in millions) Years Ended December 31, 2013 2012 Acceleration charge for certain equity awards and related employer payroll taxes $ 40.7 $ — RDU Plan cash retention pool accrual 7.5 — Management services agreement termination fee 24.4 — Other expenses 2.4 — IPO-and secondary-offering related expenses $ 75.0 $ — (5) Based on a normalized effective tax rate of 39.0%. Adjusted EBITDA Adjusted EBITDA was$808.5 million in 2013, an increase of$41.9 million,or 5.5%, compared to $766.6 million in 2012.As a percentage of net sales,Adjusted EBITDA was 7.5%and 7.6%in 2013 and 2012,respectively. We have included a reconciliation of EBITDA and Adjusted EBITDA for 2013 and 2012 in the table below. EBITDA is defined as consolidated net income before interest expense,income tax expense,depreciation and amortization.Adjusted EBITDA,which is a measure defined in our credit agreements,means EBITDA adjusted for certain items which are described in the table below. Both EBITDA and Adjusted EBITDA are considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP.Non-GAAP measures used by the Company may differ from similar measures used by other companies, even when similar terms are used to identify such measures. We believe that EBITDA and Adjusted EBITDA provide helpful information with respect to our operating performance and cash flows including our ability to meet our future debt service, capital expenditures and working capital requirements.Adjusted EBITDA also provides helpful information as it is the primary measure used in certain financial covenants contained in our credit agreements. 48 Page 1262 of 1598 Table of Contents (in millions) Years Ended December 31, 2013 2012 Net income $ 132.8 $ 119.0 Depreciation and amortization 208.2 210.2 Income tax expense 62.7 67.1 Interest expense,net 250.1 307.4 EBITDA 653.8 703.7 Adjustments: Non-cash equity-based compensation 8.6 22.1 Sponsor fee 2.5 5.0 Consulting and debt-related professional fees 0.1 0.6 Net loss on extinguishments of long-term debt 64.0 17.2 Litigation,net(1) (4.1) 4.3 IPO-and secondary-offering related expenses(2) 75.0 - Other adjustments(3) 8.6 13.7 Total adjustments 154.7 62.9 Adjusted EBITDA $ 808.5 $ 766.6 (1) Relates to unusual,non-recurring litigation matters. (2) As defined under Non-GAAP net income above. (3) Other adjustments primarily include certain retention costs and equity investment income. The following table sets forth a reconciliation of EBITDA to net cash provided by operating activities for the years ended December 31, 2013 and 2012. Years Ended December 31, (in millions) 2013 2012 EBITDA $ 653.8 $ 703.7 Depreciation and amortization (208.2) (210.2) Income tax expense (62.7) (67.1) Interest expense,net (250.1) (307.4) Net income 132.8 119.0 Depreciation and amortization 208.2 210.2 Equity-based compensation expense 46.6 22.1 Deferred income taxes (48.7) (56.3) Amortization of deferred financing costs,debt premium,and debt discount,net 8.8 13.6 Net loss on extinguishments of long-term debt 64.0 17.2 Other 1.7 1.0 Changes in assets and liabilities (47.1) (9.4) Net cash provided by operating activities $ 366.3 $ 317.4 Seasonality While we have not historically experienced significant seasonality throughout the year, sales in our Corporate segment,which primarily serves private sector business customers, are typically higher in the fourth quarter than in other quarters due to customers spending their remaining technology budget dollars at the end of the year.Additionally, sales in our Public segment have historically been higher in the third quarter than in other quarters primarily due to the buying patterns of the federal government and education customers. Page 1263 of 1598 Liquidity and Capital Resources 49 Page 1264 of 1598 Table of Contents Overview We Finance our operations and capital expenditures through a combination of internally generated cash from operations and from borrowings under our senior secured asset-based revolving credit facility. We believe that our current sources of funds will be sufficient to fund our cash operating requirements for the next year.In addition,we believe that,in spite of the uncertainty of future macroeconomic conditions, we have adequate sources of liquidity and funding available to meet our longer-term needs. However,there are a number of factors that may negatively impact our available sources of funds. The amount of cash generated from operations will be dependent upon factors such as the successful execution of our business plan and general economic conditions. Long-Term Debt Activities During the year ended December 31,2014,we had significant debt refinancings.In connection with these refinancings,we recorded a loss on extinguishment of long-term debt of$90.7 million in our consolidated statement of operations for the year ended December 31,2014. See Note 7 to the accompanying audited consolidated financial statements included elsewhere in this report for additional details. Share Repurchase Program On November 6,2014,we announced that our Board of Directors approved a$500 million share repurchase program effective immediately under which we may repurchase shares of our common stock in the open market or through privately negotiated transactions, depending on share price,market conditions and other factors. The share repurchase program does not obligate us to repurchase any dollar amount or number of shares, and repurchases may be commenced or suspended from time to time without prior notice.As of the date of this filing,no shares have been repurchased under the share repurchase program. Dividends A summary of 2014 dividend activity for our common stock is shown below: Dividend Amount Declaration Date Record Date Payment Date $0.0425 February 12,2014 February 25,2014 March 10,2014 $0.0425 May 8,2014 May 27,2014 June 10,2014 $0.0425 July 31,2014 August 25,2014 September 10,2014 $0.0675 November 6,2014 November 25,2014 December 10,2014 On February 10,2015,we announced that our board of directors declared a quarterly cash dividend on our common stock of$0.0675 per share. The dividend will be paid on March 10,2015 to all stockholders of record as of the close of business on February 25,2015. The payment of any future dividends will be at the discretion of our board of directors and will depend upon our results of operations, financial condition,business prospects, capital requirements, contractual restrictions, any potential indebtedness we may incur,restrictions imposed by applicable law,tax considerations and other factors that our board of directors deems relevant.In addition, our ability to pay dividends on our common stock will be limited by restrictions on our ability to pay dividends or make distributions to our stockholders and on the ability of our subsidiaries to pay dividends or make distributions to us,in each case,under the terms of our current and any future agreements governing our indebtedness. Cash Flows 50 Page 1265 of 1598 Table of Contents Cash flows from operating,investing and Financing activities were as follows: (in millions) Years Ended December 31, 2014 2013 2012 Net cash provided by(used in): Operating activities $ 435.0 $ 366.3 $ 317.4 Investing activities (164.8) (47.1) (41.7) Net change in accounts payable-inventory financing 75.5 7.4 (29.5) Other financing activities (187.5) (175.7) (308.5) Financing activities (112.0) (168.3) (338.0) Effect of exchange rate changes on cash and cash equivalents (1.8) (0.7) 0.3 Net increase(decrease)in cash and cash equivalents $ 156.4 $ 150.2 $ (62.0) Operating Activities Net cash provided by operating activities for 2014 increased$68.7 million compared to 2013 .Net income adjusted for the impact of non-cash items such as depreciation and amortization, equity-based compensation expense and net loss on extinguishments of long-term debt was$476.8 million during 2014, compared to$413.4 million during 2013 . The increase in cash of$63.4 million reflected stronger operating results in 2014 compared to 2013 .Net changes in assets and liabilities reduced cash by$41.8 million in 2014 compared to a reduction of$47.1 million in 2013 ,resulting in a change of$5.3 million between periods. The decrease in inventory balances year over year contributed to a $111.7 million increase in cash flows which was primarily due to the timing of inventory receipts and earlier than expected inventory shipments at the end of 2014 due to accelerated customer roll-outs.Partially offsetting the increase in cash flows from inventory was a decline in cash inflows from accounts payable of$102.4 million driven by the timing of inventory receipts at the end of 2014 versus 2013. Net cash provided by operating activities for 2013 increased$48.9 million compared to 2012.Net income adjusted for the impact of non-cash items such as depreciation and amortization, equity-based compensation expense and net loss on extinguishments of long-term debt was$413.4 million during 2013, compared to $326.8 million during 2012, an increase of$86.6 million. The increase in cash of$86.6 million reflected stronger operating results in 2013 compared to 2012.Net changes in assets and liabilities reduced cash by$47.1 million in 2013 compared to a reduction of$9.4 million in 2012,resulting in a change of$37.7 million between periods. While changes in assets and liabilities were relatively flat during 2012,during 2013, accounts receivable and accounts payable balances decreased and increased cash by$170.8 million and$146.1 million,respectively,primarily as a result of accelerated sales growth during the final month of 2013. Merchandise inventory also increased during 2013 to support strong sales order volume near the end of 2013. 51 Page 1266 of 1598 Table of Contents In order to manage our working capital and operating cash needs,we monitor our cash conversion cycle, defined as days of sales outstanding in accounts receivable plus days of supply in inventory minus days of purchases outstanding in accounts payable,based on a rolling three-month average. The following table presents the components of our cash conversion cycle: (in days) December 31, 2014 2013 2012 Days of sales outstanding(DSO) 42 44 42 Days of supply in inventory(DIO)(2) 13 14 14 Days of purchases outstanding(DPO) (34) (35) (32) Cash conversion cycle 21 23 24 (1) Represents the rolling three-month average of the balance of trade accounts receivable,net at the end of the period divided by average daily net sales for the same three-month period.Also incorporates components of other miscellaneous receivables. (2) Represents the rolling three-month average of the balance of inventory at the end of the period divided by average daily cost of goods sold for the same three-month period.The prior period has been revised to conform to the current definition. (3) Represents the rolling three-month average of the combined balance of accounts payable-trade, excluding cash overdrafts, and accounts payable-inventory financing at the end of the period divided by average daily cost of goods sold for the same three-month period. The cash conversion cycle decreased to 21 days at December 31,2014 compared to 23 days at December 31,2013,primarily driven by improvement in DSO.The decline in DSO was primarily driven by improved collections and early payments from certain customers. Additionally,the timing of inventory receipts at the end of 2014 had a favorable impact on DIO and an unfavorable impact on DPO. The cash conversion cycle decreased to 23 days at December 31,2013 compared to 24 days at December 31,2012.The increase in DSO was primarily driven by an increase in receivables for third-party services such as software assurance and warranties. These services have an unfavorable impact on DSO as the receivable is recognized on the balance sheet on a gross basis while the corresponding sales amount in the statement of operations is recorded on a net basis. The DPO increase was primarily due to an increase in payables for third-party services,which offsets the related increase in DSO discussed above. These services have a favorable impact on DPO as the payable is recognized on the balance sheet without a corresponding cost of sales in the statement of operations because the cost paid to the vendor or third-party service provider is recorded as a reduction to net sales. The timing of quarter-end payments also had a favorable impact on DPO at December 31,2013. Investing Activities Net cash used in investing activities increased$117.7 million in 2014 compared to 2013 . We paid$86.8 million in the fourth quarter of 2014 to acquire a 35%non-controlling interest in Kelway.Additionally,capital expenditures increased$7.9 million to$55.0 million from$47.1 million for 2014 and 2013 ,respectively,primarily for improvements to our information technology systems during both years. Net cash used in investing activities increased$5.4 million in 2013 compared to 2012. Capital expenditures were$47.1 million and $41.4 million for 2013 and 2012,respectively,primarily for improvements to our information technology systems during both years. Financing Activities Net cash used in financing activities decreased$56.3 million in 2014 compared to 2013 . The decrease was primarily driven by several debt refinancing transactions during each period and our July 2013 IPO,which generated net proceeds of$424.7 million after deducting underwriting discounts, expenses and transaction costs.The net impact of our debt transactions resulted in cash outflows of$161.3 million and $569.4 million during 2014 and 2013 ,respectively, as cash was used in each period to reduce our total long-term debt. See Note 7 to the accompanying audited consolidated financial statements included elsewhere in this report for a description of the debt transactions impacting each period. Net cash used in financing activities decreased$169.7 million in 2013 compared to 2012. The decrease was primarily driven by various debt transactions during each period and our July 2013 IPO,which generated net proceeds of$424.7 million after deducting underwriting discounts, expenses and transaction costs. The net impact of our debt transactions resulted 52 Page 1267 of 1598 Table of Contents in cash outflows of$569.4 million and$310.6 million during 2013 and 2012,respectively, as cash was used in each period to reduce our total long-term debt. Long-Term Debt and Financing Arrangements As of December 31,2014,we had total indebtedness of$3.2 billion, of which$1.5 billion was secured indebtedness. At December 31,2014,we were in compliance with the covenants under our various credit agreements and indentures.Under the indenture governing the 8.5% Senior Notes due 2019, which contains the most restrictive restricted payment provisions in our various credit agreements and indentures,we are generally restricted from paying dividends and making other restricted payments. For the purpose of determining restricted payment capacity,consolidated net income or loss includes certain adjustments that are defined in the applicable indenture.At December 31,2014,the amount of cumulative consolidated net income free of restrictions under our credit agreements and indentures was$230.3 million . See Note 7 to the accompanying audited consolidated financial statements included elsewhere in this report for further details regarding our debt and each of the transactions described below. During the year ended December 31,2014,the following events occurred with respect to our debt structure: • On January 22,2014 and February 21,2014,we redeemed$30.0 million and$20.0 million aggregate principal amounts of the 12.535% Senior Subordinated Exchange Notes due 2017,respectively. • On March 20,2014,we repurchased and subsequently canceled$25.0 million aggregate principal amount of the 8.5% Senior Notes due 2019 from an affiliate of Providence Equity in a privately-negotiated transaction on an arms' length basis. • On May 9,2014,we redeemed all of the remaining$42.5 million aggregate principal amount of the 12.535% Senior Subordinated Exchange Notes due 2017. • On June 6,2014,we entered into a new five-year$1,250.0 million senior secured asset-based revolving credit facility which will mature on June 6,2019. • On August 5,2014,we completed the issuance of$600.0 million aggregate principal amount of 6.0% Senior Notes due 2022 which will mature on August 15,2022. • On September 5,2014,we redeemed all of the remaining$325.0 million aggregate principal amount of the 12.535% Senior Subordinated Exchange Notes due 2017,plus accrued and unpaid interest through the date of redemption. • On September 5,2014,we redeemed$234.7 million aggregate principal amount of the 8.5% Senior Notes due 2019,plus accrued and unpaid interest through the date of redemption. • On December 1,2014,we completed the issuance of$575.0 million principal amount of 5.5% Senior Notes due 2024 which will mature on December 1,2024. • On December 31,2014,we redeemed$541.4 million aggregate principal amount of the 8.5% Senior Notes due 2019,plus accrued and unpaid interest through the date of redemption. Inventory Financing Agreements We have entered into agreements with certain financial intermediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions. These amounts are classified separately as accounts payable-inventory financing on the consolidated balance sheets.We do not incur any interest expense associated with these agreements as balances are paid when they are due. See Note 5 to the accompanying audited consolidated financial statements included elsewhere in this report for further details. Contractual Obligations We have future obligations under various contracts relating to debt and interest payments, operating leases and asset retirement obligations. The following table presents our estimated future payments under contractual obligations that existed as of December 31,2014, based on undiscounted amounts. 53 Page 1268 of 1598 Table of Contents (in millions) Payments Due by Period Total <1 year 1-3 years 4-5 years >5 years Term Loan $ 1,767.8 $ 64.4 $ 127.3 $ 125.3 $ 1,450.8 Senior Notes due 2019(2) 696.6 42.8 85.7 568.1 — Senior Notes due 2022(2) 889.0 37.0 72.0 72.0 708.0 Senior Notes due 2024(2) 891.3 31.6 63.3 63.3 733.1 Operating leases(3) 127.5 19.1 31.4 26.4 50.6 Asset retirement obligations(4) 0.5 — 0.5 — — Total $ 4,372.7 $ 194.9 $ 380.2 $ 855.1 $ 2,942.5 (1) Includes future principal and cash interest payments on long-term borrowings through scheduled maturity dates.Interest payments for variable rate debt were calculated using interest rates as of December 31,2014.Excluded from these amounts are the amortization of debt issuance and other costs related to indebtedness. (2) Includes future principal and cash interest payments on long-term borrowings through scheduled maturity dates.Interest on the Senior Notes is calculated using the stated interest rates. Excluded from these amounts are the amortization of debt issuance and other costs related to indebtedness. (3) Includes the minimum lease payments for non-cancelable leases of properties and equipment used in our operations.Additionally, included in these amounts are future minimum lease payments commencing in the fourth quarter of 2016 that relate to a new lease entered into in December 2014 for our future headquarters in Lincolnshire,Illinois.Also reflected in these amounts is the future expiration of two leases in the first quarter of 2016 for facilities currently in use by us which we plan to consolidate into the new headquarters location and accordingly,these leases will not be renewed. (4) Represent commitments to return property subject to operating leases to original condition upon lease termination. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition,revenues or expenses,results of operations,liquidity,capital expenditures or capital resources. Inflation Inflation has not had a material impact on our operating results. We generally have been able to pass along price increases to our customers,though certain economic factors and technological advances in recent years have tended to place downward pressure on pricing. We also have been able to generally offset the effects of inflation on operating costs by continuing to emphasize productivity improvements and by accelerating our overall cash conversion cycle. There can be no assurances,however,that inflation would not have a material impact on our sales or operating costs in the future. Commitments and Contingencies The information set forth in Note 14 to the accompanying audited consolidated financial statements included in Part 11,Item 8 of this Form 10-K is incorporated herein by reference. Critical Accounting Policies and Estimates The preparation of financial statements in accordance with GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances,the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources.Actual results could differ from those estimates. In Note 1 to the accompanying audited consolidated financial statements,we include a discussion of the significant accounting policies used in the preparation of our consolidated financial statements. We believe the following are the most critical accounting policies and estimates that include significant judgments used in the preparation of our financial statements. We consider an accounting policy or estimate to be critical if it requires assumptions to be made that were uncertain at the time they were made, and if changes in these assumptions could have a material impact on our financial condition or results of operations. 54 Page 1269 of 1598 Table of Contents Revenue Recognition We are a primary distribution channel for a large group of vendors and suppliers,including OEMs, software publishers and wholesale distributors.We record revenue from sales transactions when title and risk of loss are passed to our customer,there is persuasive evidence of an arrangement for sale,delivery has occurred and/or services have been rendered,the sales price is Fixed or determinable, and collectability is reasonably assured. Our shipping terms typically specify F.O.B. destination, at which time title and risk of loss have passed to the customer. Revenues from the sales of hardware products and software products and licenses are generally recognized on a gross basis with the selling price to the customer recorded as sales and the acquisition cost of the product recorded as cost of sales. These items can be delivered to customers in a variety of ways,including(i)as physical product shipped from our warehouse, (ii)via drop-shipment by the vendor or supplier, or(iii)via electronic delivery for software licenses.At the time of sale,we record an estimate for sales returns and allowances based on historical experience. Our vendor partners warrant most of the products we sell. We leverage drop-shipment arrangements with many of our vendors and suppliers to deliver products to our customers without having to physically hold the inventory at our warehouses,thereby increasing efficiency and reducing costs. We recognize revenue for drop-shipment arrangements on a gross basis upon delivery to the customer with contract terms that typically specify F.O.B. destination.We recognize revenue on a gross basis as the principal in the transaction because we are the primary obligor in the arrangement,we assume inventory risk if the product is returned by the customer,we set the price of the product charged to the customer,we assume credit risk for the amounts invoiced, and we work closely with our customers to determine their hardware and software specifications.These arrangements generally represent approximately 40%to 50%of total net sales,including approximately 15%to 20%related to electronic delivery for software licenses. Revenue from professional services is either recognized as provided for services billed at an hourly rate or recognized using a proportional performance model for services provided at a fixed fee. Revenue from cloud computing solutions including Software as a Service ("SaaS")and Infrastructure as a Service("IaaS") arrangements,as well as data center services such as managed and remote managed services, server co-location,internet connectivity and data backup and storage,is recognized over the period service is provided. We also sell certain products for which we act as an agent.Products in this category include the sale of third-party services,warranties, software assurance("SA")and third-party hosted SaaS and IaaS arrangements. SA is a product that allows customers to upgrade, at no additional cost,to the latest technology if new applications are introduced during the period that the SA is in effect. These sales do not meet the criteria for gross sales recognition, and thus are recognized on a net basis at the time of sale. Under net sales recognition,the cost paid to the vendor or third-party service provider is recorded as a reduction to sales,resulting in net sales being equal to the gross profit on the transaction. Our larger customers are offered the opportunity by certain of our vendors to purchase software licenses and SA under enterprise agreements("EAs"). Under EAs,customers are considered to be compliant with applicable license requirements for the ensuing year,regardless of changes to their employee base. Customers are charged an annual true-up fee for changes in the number of users over the year. With most EAs, our vendors will transfer the license and bill the customer directly,paying resellers such as us an agency fee or commission on these sales. We record these fees as a component of net sales as earned and there is no corresponding cost of sales amount.In certain instances,we bill the customer directly under an EA and account for the individual items sold based on the nature of the item. Our vendors typically dictate how the EA will be sold to the customer. From time to time,we sell some of our products and services as part of bundled contract arrangements containing multiple deliverables, which may include a combination of the products and services. For each deliverable that represents a separate unit of accounting,total arrangement consideration is allocated based upon the relative selling prices of each element. The allocated arrangement consideration is recognized as revenue in accordance with the principles described above. Selling prices are determined by using vendor specific objective evidence("VSOE")if it exists. Otherwise,selling prices are determined using third party evidence("TPE").If neither VSOE or TPE is available,we use our best estimate of selling prices. We record freight billed to our customers as net sales and the related freight costs as a cost of sales. Deferred revenue includes(1)payments received from customers in advance of providing the product or performing services, and(2) amounts deferred if other conditions of revenue recognition have not been met. We perform an analysis of the estimated number of days of sales in-transit to customers at the end of each period based on a weighted- average analysis of commercial delivery terms that includes drop-shipment arrangements. This analysis is the basis upon which we estimate the amount of sales in-transit at the end of the period and adjust revenue and the related costs 55 Page 1270 of 1598 Table of Contents to reflect only what has been received by the customer. Changes in delivery patterns may result in a different number of business days used in making this adjustment and could have a material impact on our revenue recognition for the period. Inventory Valuation Inventory is valued at the lower of cost or market value. Cost is determined using a weighted-average cost method.Price protection is recorded when earned as a reduction to the cost of inventory. We decrease the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value,based upon an aging analysis of the inventory on hand,specifically known inventory-related risks,and assumptions about future demand and market conditions.If future demand or actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Vendor Programs We receive incentives from certain of our vendors related to cooperative advertising allowances,volume rebates,bid programs,price protection and other programs. These incentives generally relate to written agreements with specified performance requirements with the vendors and are recorded as adjustments to cost of sales or inventory,depending on the nature of the incentive. Vendors may change the terms of some or all of these programs,which could have an impact on our results of operations. We record receivables from vendors related to these programs when the amounts are probable and reasonably estimable. Some programs are based on the achievement of specific targets, and we base our estimates on information provided by our vendors and internal information to assess our progress toward achieving those targets.If actual performance does not match our estimates,we may be required to adjust our receivables. We record reserves for vendor receivables for estimated losses due to vendors'inability to pay or rejections by vendors of claims;however,if actual collections differ from our estimates,we may incur additional losses that could have a material impact on gross margin and operating income. Goodwill and Other Intangible Assets Goodwill is not amortized but is subject to periodic testing for impairment at the reporting unit level. Our reporting units used to assess potential goodwill impairment are the same as our operating segments.We are required to perform an evaluation of goodwill on an annual basis or more frequently if circumstances indicate a potential impairment. The annual test for impairment is conducted as of December 1. We have the option of performing a qualitative assessment of a reporting unit's fair value from the last quantitative assessment to determine if it is more likely than not that the reporting unit's goodwill is impaired or performing a quantitative assessment by comparing a reporting unit's estimated fair value to its carrying amount. Under the quantitative assessment,testing for impairment of goodwill is a two-step process. The first step compares the fair value of a reporting unit with its carrying amount,including goodwill.If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill to determine the amount of impairment loss. Fair value of a reporting unit is determined by using a weighted combination of an income approach and a market approach, as this combination is considered the most indicative of the reporting units' fair value in an orderly transaction between market participants. Under the income approach,we determine fair value based on estimated future cash flows of a reporting unit, discounted by an estimated weighted- average cost of capital,which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn. Under the market approach,we utilize valuation multiples derived from publicly available information for peer group companies to provide an indication of how much a knowledgeable investor in the marketplace would be willing to pay for a company. We have weighted the income approach and the market approach at 75%and 25%,respectively. Determining the fair value of a reporting unit(and the allocation of that fair value to individual assets and liabilities within the reporting unit to determine the implied fair value of goodwill in the event a step two analysis is required)is judgmental in nature and requires the use of significant estimates and assumptions. These estimates and assumptions include primarily,but are not limited to,discount rate,terminal growth rate, selection of appropriate peer group companies and control premium applied, and forecasts of revenue growth rates,gross margins, operating margins, and working capital requirements. The allocation requires analysis to determine the fair value of assets and liabilities including, among others,customer relationships,trade names, and property and equipment.Any changes in the judgments, estimates, or assumptions used could produce significantly different results.Although we believe our assumptions are reasonable, actual results may vary significantly and may expose us to material impairment charges in the future. Intangible assets include customer relationships,trade names,internally developed software and other intangibles.Intangible assets with determinable lives are amortized on a straight-line basis over the estimated useful lives of the assets. The cost of software developed or obtained for internal use is capitalized and amortized on a straight-line basis over the estimated useful life of the software. These intangible assets are reviewed for impairment whenever events or changes in circumstances 56 Page 1271 of 1598 Table of Contents indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition.If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset's carrying amount over its fair value. Allowance for Doubtful Accounts We record an allowance for doubtful accounts related to trade accounts receivable for estimated losses resulting from the inability of our customers to make required payments. We take into consideration historical loss experience,the overall quality of the receivable portfolio and specifically identified customer risks.If actual collections of customer receivables differ from our estimates, additional allowances may be required which could have an impact on our results of operations. Income Taxes Deferred income taxes are provided to reflect the differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements using enacted tax rates in effect for the year in which the differences are expected to reverse. We perform an evaluation of the realizability of our deferred tax assets on a quarterly basis. This evaluation requires us to use estimates and make assumptions and considers all positive and negative evidence and factors,such as the scheduled reversal of temporary differences,the mix of earnings in the jurisdictions in which we operate, and prudent and feasible tax planning strategies. We account for unrecognized tax benefits based upon our assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. We report a liability for unrecognized tax benefits resulting from unrecognized tax benefits taken or expected to be taken in a tax return and recognize interest and penalties,if any,related to unrecognized tax benefits in income tax expense. Recent Accounting Pronouncements The information set forth in Note 2 to the accompanying audited consolidated financial statements included in Part 11,Item 8 of this Form 10-K is incorporated herein by reference. Subsequent Events The information set forth in Note 20 to the accompanying audited consolidated financial statements included in Part 11,Item 8 of this Form 10-K is incorporated herein by reference. Item 7A.Quantitative and Qualitative Disclosures of Market Risks Our market risks relate primarily to changes in interest rates.The interest rates on borrowings under our senior secured asset-based revolving credit facility and our senior secured term loan facility are floating and,therefore,are subject to fluctuations.In order to manage the risk associated with changes in interest rates on borrowings under our senior secured term loan facility,we have entered into interest rate derivative agreements to economically hedge a portion of the cash flows associated with the facility. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate fluctuations. W e utilize interest rate caps for the purpose of limiting current and future exposure to interest rate risk on our floating-rate debt under the senior secured term loan facility. As of December 31,2014 we have ten interest rate cap agreements in effect through January 14,2015 with a combined notional amount of$1,150.0 million which entitled the Company to payments from the counterparty of the amount,if any,by which three-month LIBOR exceeds a weighted average rate of 2.4%during the agreement period. During the year ended December 31,2014,we entered into 14 additional interest rate cap agreements with a combined notional amount of$1,000.0 million. These interest rate cap agreements have not been designated as cash flow hedges of interest rate risk for GAAP accounting purposes. The entire$1,000.0 million notional amount entitles us to payments from the counterparty of the amount,if any,by which three-month LIBOR exceeds 2.0%during the agreement period.The interest rate cap agreements are effective from January 14,2015 through January 14, 2017. See Note 7 to the accompanying audited consolidated financial statements included elsewhere in this report for additional details. See"Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources- Contractual Obligations"for information on cash flows,interest rates and maturity dates of our debt obligations. 57 Page 1272 of 1598 Table of Contents Item 8.Financial Statements and Supplementary Data Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm 59 Consolidated Balance Sheets as of December 31,2014 and 2013 60 Consolidated Statements of Operations for the years ended December 31,2014,2013 and 2012 61 Consolidated Statements of Comprehensive Income for the years ended December 31,2014,2013 and 2012 62 Consolidated Statements of Shareholders' Equity(Deficit)for the years ended December 31,2014,2013 and 2012 63 Consolidated Statements of Cash Flows for the years ended December 31,2014,2013 and 2012 64 Notes to Consolidated Financial Statements 65 58 Page 1273 of 1598 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of CDW Corporation We have audited the accompanying consolidated balance sheets of CDW Corporation and subsidiaries as of December 31,2014 and 2013, and the related consolidated statements of operations,comprehensive income, shareholders'equity(deficit) and cash flows for each of the three years in the period ended December 31,2014. Our audits also included the financial statement schedule listed in the Index at Item 15(a)(2). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of CDW Corporation and subsidiaries at December 31,2014 and 2013, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion,the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole,presents fairly in all material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), CDW Corporation and subsidiaries'internal control over financial reporting as of December 31,2014,based on criteria established in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26,2015 expressed an unqualified opinion thereon. /s/Ernst&Young LLP Chicago,Illinois February 26,2015 59 Page 1274 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in millions, except per-share amounts) December 31, 2014 2013 Assets Current assets: Cash and cash equivalents $ 344.5 $ 188.1 Accounts receivable,net of allowance for doubtful accounts of$5.7 and$5.4,respectively 1,561.1 1,451.0 Merchandise inventory 337.5 382.0 Miscellaneous receivables 155.6 146.3 Prepaid expenses and other 54.7 46.1 Total current assets 2,453.4 2,213.5 Property and equipment,net 137.2 131.1 Equity investments 86.7 Goodwill 2,217.6 2,220.3 Other intangible assets,net 1,168.8 1,328.0 Deferred financing costs,net 33.0 30.1 Other assets 3.2 1.6 Total assets $ 6,099.9 $ 5,924.6 Liabilities and Shareholders'Equity Current liabilities: Accounts payable-trade $ 704.0 $ 662.8 Accounts payable-inventory financing 332.1 256.6 Current maturities of long-term debt 15.4 45.4 Deferred revenue 81.3 94.8 Accrued expenses: Compensation 130.1 112.2 Interest 28.1 31.8 Sales taxes 29.1 29.2 Advertising 34.0 33.2 Income taxes 0.2 6.3 Other 113.7 130.3 Total current liabilities 1,468.0 1,402.6 Long-term liabilities: Debt 3,174.6 3,205.8 Deferred income taxes 475.0 563.5 Other liabilities 45.8 41.0 Total long-term liabilities 3,695.4 3,810.3 Commitments and contingencies(Note 14) Shareholders'equity: Preferred shares,$0.01 par value,100.0 shares authorized,and no shares issued or outstanding for both periods Common shares,$0.01 par value, 1,000.0 shares authorized; 172.2 and 172.0 shares issued,respectively; 172.2 and 172.0 shares outstanding,respectively 1.7 1.7 Paid-in capital 2,711.9 2,688.1 Accumulated deficit (1,760.5) (1,971.8) Accumulated other comprehensive loss (16.6) (6.3) Total shareholders'equity 936.5 711.7 Total liabilities and shareholders'equity $ 6,099.9 $ 5,924.6 The accompanying notes are an integral part of the consolidated financial statements. Page 1275 of 1598 60 Page 1276 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per-share amounts) Years Ended December 31, 2014 2013 2012 Net sales $ 12,074.5 $ 10,768.6 $ 10,128.2 Cost of sales 10,153.2 9,008.3 8,458.6 Gross profit 1,921.3 1,760.3 1,669.6 Selling and administrative expenses 1,110.3 1,120.9 1,029.5 Advertising expense 138.0 130.8 129.5 Income from operations 673.0 508.6 510.6 Interest expense,net (197.3) (250.1) (307.4) Net loss on extinguishments of long-term debt (90.7) (64.0) (17.2) Other income,net 2.7 1.0 0.1 Income before income taxes 387.7 195.5 186.1 Income tax expense (142.8) (62.7) (67.1) Net income $ 244.9 $ 132.8 $ 119.0 Net income per common share: Basic $ 1.44 $ 0.85 $ 0.82 Diluted $ 1.42 $ 0.84 $ 0.82 Weighted-average number of common shares outstanding: Basic 170.6 156.6 145.1 Diluted 172.8 158.7 145.8 Cash dividends declared per common share $ 0.1950 $ 0.0425 $ - The accompanying notes are an integral part of the consolidated financial statements. 61 Page 1277 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) Years Ended December 31, 2014 2013 2012 Net income $ 244.9 $ 132.8 $ 119.0 Foreign currency translation adjustment(net of tax benefit of$0.5 million, $0 million, and$0 million,respectively) (10.3) (6.7) 2.5 Other comprehensive(loss)income (10.3) (6.7) 2.5 Comprehensive income $ 234.6 $ 126.1 $ 121.5 The accompanying notes are an integral part of the consolidated financial statements. 62 Page 1278 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS'EQUITY(DEFICIT) (in millions) Preferred Stock Common Stock Accumulated Other Total Paid-in Accumulated Comprehensive Shareholders'(Deficit) Shares Amount Shares Amount Capital Deficit (Loss)Income Equity Balance at December 31,2011 - $ - 144.9 $ 1.4 $ 2,184.7 $ (2,191.3) $ (2.1) $ (7.3) Equity-based compensation expense 22.1 22.1 Investment from CDW Holdings LLC - - - - 2.8 - - 2.8 Repurchase of common shares (0.7) (0.7) Accrued charitable contribution related to the MPK Coworker Incentive Plan II,net of tax - - 0.3 - (1.4) - - (1.4) Net income 119.0 119.0 Incentive compensation plan units withheld for taxes - - - - (0.5) - - (0.5) Foreign currency translation adjustment 2.5 2.5 Balance at December 31,2012 - $ - 145.2 $ 1.4 $ 2,207.7 $ (2,073.0) $ 0.4 $ 136.5 Equity-based compensation expense 46.6 46.6 Issuance of common shares - - 26.8 0.3 424.4 - - 424.7 Repurchase of common shares (0.2) (0.2) Dividends declared (7.3) (7.3) Reclassification to goodwill for accrued charitable contributions 9.4 9.4 Incentive compensation plan units withheld for taxes - - - - - (24.1) - (24.1) Net income 132.8 132.8 Foreign currency translation adjustment (6.7) (6.7) Balance at December 31,2013 $ 172.0 $ 1.7 S 2,688.1 S (1,971.8) S (6.3) S 711.7 Equity-based compensation expense - - - - 16.4 - - 16.4 Stock options exercised 1.3 1.3 Excess tax benefits from equity-based compensation - - - - 0.3 - - 0.3 Coworker stock purchase plan 0.2 5.8 5.8 Dividends declared - - - - - (33.6) - (33.6) Net income 244.9 244.9 Foreign currency translation adjustment (10.3) (10.3) Balance at December 31,2014 S 172.2 $ 1.7 S 2,711.9 S (1,760.5) S (16.6) S 936.5 The accompanying notes are an integral part of the consolidated financial statements. 63 Page 1279 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Years Ended December 31, 2014 2013 2012 Cash flows from operating activities: Net income $ 244.9 $ 132.8 $ 119.0 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 207.9 208.2 210.2 Equity-based compensation expense 16.4 46.6 22.1 Deferred income taxes (89.1) (48.7) (56.3) Allowance for doubtful accounts 0.3 Amortization of deferred financing costs,debt premium,and debt discount,net 6.4 8.8 13.6 Net loss on extinguishments of long-term debt 90.7 64.0 17.2 Income from equity investments (1.2) Other 0.5 1.7 1.0 Changes in assets and liabilities: Accounts receivable (117.6) (170.8) (10.4) Merchandise inventory 44.2 (67.5) 7.1 Other assets (18.7) (10.1) (3.8) Accounts payable-trade 43.7 146.1 0.8 Other current liabilities 1.7 64.1 (2.1) Long-term liabilities 4.9 (8.9) (1.0) Net cash provided by operating activities 435.0 366.3 317.4 Cash flows from investing activities: Capital expenditures (55.0) (47.1) (41.4) Payment for equity investment (86.8) Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II (20.9) Premium payments on interest rate cap agreements (2.1) (0.3) Net cash used in investing activities (164.8) (47.1) (41.7) Cash flows from financing activities: Proceeds from borrowings under revolving credit facility - 63.0 289.0 Repayments of borrowings under revolving credit facility (63.0) (289.0) Repayments of long-term debt (15.4) (51.1) (201.0) Proceeds from issuance of long-term debt 1,175.0 1,535.2 135.7 Payments to extinguish long-term debt (1,299.0) (2,047.4) (243.2) Payments of debt financing costs (21.9) (6.1) (2.1) Investment from CDW Holdings LLC,net 2.8 Net change in accounts payable-inventory financing 75.5 7.4 (29.5) Proceeds from issuance of common shares - 424.7 - Proceeds from stock option exercises 1.3 Proceeds from Coworker Stock Purchase Plan 5.8 Dividends paid (33.6) (7.3) Excess tax benefits from equity-based compensation 0.3 0.6 - Payment of incentive compensation plan withholding taxes (24.1) Repurchase of common shares - (0.2) (0.7) Net cash used in financing activities (112.0) (168.3) (338.0) Effect of exchange rate changes on cash and cash equivalents (1.8) (0.7) 0.3 Net increase(decrease)in cash and cash equivalents 156.4 150.2 (62.0) Cash and cash equivalents-beginning of period 188.1 37.9 99.9 Cash and cash equivalents-end of period $ 344.5 $ 188.1 $ 37.9 Supplementary disclosure of cash flow information: r GSC l2bU O Interest paid $ (195.8) $ (267.6) $ (302.7) Taxes paid,net of taxes refunded $ (241.2) $ (82.5) $ (123.2) Nan-cash investing and financing activities: Capital expenditures accrued in accounts payable-trade $ 0.6 $ 0.2 $ 0.5 The accompanying notes are an integral part of the consolidated financial statements. 64 Page 1281 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Summary of Si$niflcant Accounting Policies Description of Business CDW Corporation("Parent")is a Fortune 500 company and a leading provider of integrated information technology("IT")solutions to small,medium and large business,government, education and healthcare customers in the U.S. and Canada. The Company's offerings range from discrete hardware and software products to integrated IT solutions such as mobility, security,data center optimization, cloud computing,virtualization and collaboration. Throughout this report,the terms"the Company"and"CDW"refer to Parent and its 100%owned subsidiaries. Parent has two 100%owned subsidiaries, CDW LLC and CDW Finance Corporation. CDW LLC is an Illinois limited liability company that,together with its 100%owned subsidiaries,holds all material assets and conducts all business activities and operations of the Company. On August 6,2010, CDW Finance Corporation, a Delaware corporation,was formed for the sole purpose of acting as co- issuer of certain debt obligations as described in Note 18 and does not hold any material assets or engage in any business activities or operations. CDW Corporation was previously owned directly by CDW Holdings LLC ("CDW Holdings"), a company controlled by investment funds affiliated with Madison Dearborn Partners,LLC ("Madison Dearborn") and Providence Equity Partners L.L.C. ("Providence Equity," and together with Madison Dearborn,the"Sponsors"), certain other co-investors and certain members of CDW management. On July 2,2013,Parent completed an initial public offering("IPO")of its common stock.In connection with the IPO, CDW Holdings distributed all of its shares of Parent's common stock to its members in June 2013 in accordance with the members'respective membership interests and was subsequently dissolved in August 2013. See Note 9 for additional discussion of the IPO. Basis of Presentation The accompanying consolidated Financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America("GAAP")and the rules and regulations of the U.S. Securities and Exchange Commission("SEC"). Principles of Consolidation The accompanying consolidated Financial statements include the accounts of Parent and its 100%owned subsidiaries.All intercompany transactions and accounts are eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances,the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources.Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include all deposits in banks and short-term(original maturities of three months or less),highly liquid investments that are readily convertible to known amounts of cash and are so near maturity that there is insignificant risk of changes in value due to interest rate changes. Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and typically do not bear interest. The Company provides allowances for doubtful accounts related to accounts receivable for estimated losses resulting from the inability of its customers to make required payments. The Company takes into consideration the overall quality of the receivable portfolio along with specifically-identified customer risks. 65 Page 1282 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Merchandise Inventory Inventory is valued at the lower of cost or market value. Cost is determined using a weighted-average cost method.Price protection is recorded when earned as a reduction to the cost of inventory. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value,based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. Miscellaneous Receivables Miscellaneous receivables generally consist of amounts due from vendors. The Company receives incentives from vendors related to cooperative advertising allowances,volume rebates, bid programs,price protection and other programs. These incentives generally relate to written vendor agreements with specified performance requirements and are recorded as adjustments to cost of sales or inventory,depending on the nature of the incentive. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. The Company calculates depreciation expense using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their useful lives or the initial lease term. Expenditures for major renewals and improvements that extend the useful life of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. The following table shows estimated useful lives of property and equipment: Estimated Classification Useful Lives Machinery and equipment 5 to 10 years Building and leasehold improvements 5 to 25 years Computer and data processing equipment 3 to 5 years Computer software 3 to 5 years Furniture and fixtures 5 to 10 years The Company has asset retirement obligations associated with commitments to return property subject to operating leases to its original condition upon lease termination. The Company's asset retirement liability was$0.5 million as of December 31,2014 and 2013. Equity Investments If the Company is not required to consolidate its investment in another entity because it does not have control,the Company uses the equity method if it(i)can exercise significant influence over the other entity and(ii)holds common stock of the other entity. Under the equity method,investments are carried at cost,plus or minus the Company's share of equity in the increases and decreases in the investee's net assets after the date of acquisition and adjustments for basis differences. The Company's share of the net income or loss of equity method investees is included in other income,net in the consolidated statements of operations. Goodwill and Other Intangible Assets The Company is required to perform an evaluation of goodwill on an annual basis or more frequently if circumstances indicate a potential impairment. The annual test for impairment is conducted as of December 1. The Company's reporting units used to assess potential goodwill impairment are the same as its operating segments. The Company has the option of performing a qualitative assessment of a reporting unit's fair value from the last quantitative assessment to determine if it is more likely than not that the reporting unit's goodwill is impaired or performing a quantitative assessment by comparing a reporting unit's estimated fair value to its carrying amount. Under the quantitative assessment,testing for impairment of goodwill is a two-step process. The first step compares the fair value of a reporting unit with its carrying amount,including goodwill.If the carrying amount of a reporting unit exceeds its fair value,the second step compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill to determine the amount of impairment loss. Fair value of a reporting unit is determined by using a weighted combination of an income approach and a market approach, as this combination is considered the most indicative of the Company's fair value in an orderly transaction between market participants. This assessment uses significant 66 Page 1283 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS accounting judgments,estimates and assumptions.Any changes in the judgments, estimates or assumptions used could produce significantly different results. During the years ended December 31,2014,2013 and 2012,the Company concluded its goodwill was not impaired. See Note 4 for more information on the Company's evaluations of goodwill for impairment. Intangible assets with determinable lives are amortized on a straight-line basis over their respective estimated useful lives. The cost of computer software developed or obtained for internal use is capitalized and amortized on a straight-line basis over the estimated useful life of the software.These intangible assets are reviewed for impairment when indicators are present using undiscounted cash flows. The Company uses the undiscounted cash flows,excluding interest charges,to assess the recoverability of the carrying value of such assets. To the extent carrying value exceeds the undiscounted cash flows,an impairment loss is recorded based upon the excess of the carrying value over fair value.In addition, each quarter,the Company evaluates whether events and circumstances warrant a revision to the remaining estimated useful life of each of these intangible assets.If the Company were to determine that a change to the remaining estimated useful life of an intangible asset was necessary,then the remaining carrying amount of the intangible asset would be amortized prospectively over that revised remaining useful life. During the years ended December 31,2014,2013 and 2012,no impairment existed with respect to the Company's intangible assets with determinable lives and no significant changes to the remaining useful lives were necessary. The following table shows estimated useful lives of definite-lived intangible assets: Estimated Classification Useful Lives Customer relationships 11 to 14 years Trade name 20 years Internally developed software 3 to 5 years Other 1 to 10 years Deferred Financing Costs Deferred financing costs, such as underwriting, financial advisory,professional fees and other similar fees are capitalized and recognized in interest expense over the estimated life of the related debt instrument using the effective interest method or straight-line method, as applicable. Derivatives The Company has entered into interest rate cap agreements for the purpose of economically hedging its exposure to fluctuations in interest rates. These derivatives are recorded at fair value in the Company's consolidated balance sheets. The Company's interest rate cap agreements are not designated as cash flow hedges of interest rate risk. Changes in fair value of the derivatives are recorded directly to interest expense in the Company's consolidated statements of operations. Fair Value Measurements Fair value is defined under GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.A fair value hierarchy has been established for valuation inputs to prioritize the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 —observable inputs such as quoted prices for identical instruments traded in active markets. Level 2—inputs are based on quoted prices for similar instruments in active markets,quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models,discounted cash flow models and similar techniques. 67 Page 1284 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Accumulated Other Comprehensive(Loss)Income Foreign currency translation adjustments are included in shareholders' equity under accumulated other comprehensive(loss)income. The components of accumulated other comprehensive(loss)income are as follows: (in millions) December 31, 2014 2013 2012 Foreign currency translation adjustment $ (16.6) $ (6.3) $ 0.4 Accumulated other comprehensive(loss)income $ (16.6) $ (6.3) $ 0.4 Revenue Recognition The Company is a primary distribution channel for a large group of vendors and suppliers,including original equipment manufacturers ("OEMs"), software publishers and wholesale distributors. The Company records revenue from sales transactions when title and risk of loss are passed to the customer,there is persuasive evidence of an arrangement for sale,delivery has occurred and/or services have been rendered,the sales price is Fixed or determinable,and collectability is reasonably assured. The Company's shipping terms typically specify F.O.B. destination, at which time title and risk of loss have passed to the customer. Revenues from the sales of hardware products and software products and licenses are generally recognized on a gross basis with the selling price to the customer recorded as sales and the acquisition cost of the product recorded as cost of sales. These items can be delivered to customers in a variety of ways,including(i)as physical product shipped from the Company's warehouse, (ii)via drop- shipment by the vendor or supplier, or(iii)via electronic delivery for software licenses.At the time of sale,the Company records an estimate for sales returns and allowances based on historical experience. The Company's vendor partners warrant most of the products the Company sells. The Company leverages drop-shipment arrangements with many of its vendors and suppliers to deliver products to its customers without having to physically hold the inventory at its warehouses,thereby increasing efficiency and reducing costs. The Company recognizes revenue for drop-shipment arrangements on a gross basis upon delivery to the customer with contract terms that typically specify F.O.B. destination. Revenue from professional services is either recognized as provided for services billed at an hourly rate or recognized using a proportional performance model for services provided at a Fixed fee. Revenue from cloud computing solutions including Software as a Service("SaaS") and Infrastructure as a Service("IaaS")arrangements, as well as data center services such as managed and remote managed services, server co-location,internet connectivity and data backup and storage,is recognized over the period service is provided. The Company also sells certain products for which it acts as an agent.Products in this category include the sale of third-party services, warranties, software assurance("SA") and third-party hosted SaaS and IaaS arrangements. SA is a product that allows customers to upgrade, at no additional cost,to the latest technology if new applications are introduced during the period that the SA is in effect. These sales do not meet the criteria for gross sales recognition, and thus are recognized on a net basis at the time of sale. Under net sales recognition,the cost paid to the vendor or third-party service provider is recorded as a reduction to sales,resulting in net sales being equal to the gross profit on the transaction. The Company's larger customers are offered the opportunity by certain of its vendors to purchase software licenses and SA under enterprise agreements("EAs"). Under EAs, customers are considered to be compliant with applicable license requirements for the ensuing year,regardless of changes to their employee base. Customers are charged an annual true-up fee for changes in the number of users over the year. With most EAs,the Company's vendors will transfer the license and bill the customer directly,paying resellers such as the Company an agency fee or commission on these sales. The Company records these fees as a component of net sales as earned and there is no corresponding cost of sales amount.In certain instances,the Company bills the customer directly under an EA and accounts for the individual items sold based on the nature of the item. The Company's vendors typically dictate how the EA will be sold to the customer. From time to time,the Company sells some of its products and services as part of bundled contract arrangements containing multiple deliverables,which may include a combination of products and services. For each deliverable that represents a separate unit of accounting,total arrangement consideration is allocated based upon the relative selling 68 Page 1285 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS prices of each element. The allocated arrangement consideration is recognized as revenue in accordance with the principles described above. Selling prices are determined by using vendor specific objective evidence("VSOE")if it exists. Otherwise, selling prices are determined using third party evidence("TPE").If neither VSOE or TPE is available,the Company uses its best estimate of selling prices. The Company records freight billed to its customers as net sales and the related freight costs as a cost of sales. Deferred revenue includes(1)payments received from customers in advance of providing the product or performing services, and (2) amounts deferred if other conditions of revenue recognition have not been met. The Company performs an analysis of the estimated number of days of sales in-transit to customers at the end of each period based on a weighted-average analysis of commercial delivery terms that includes drop-shipment arrangements.This analysis is the basis upon which the Company estimates the amount of sales in-transit at the end of the period and adjusts revenue and the related costs to reflect only what has been received by the customer. Changes in delivery patterns may result in a different number of business days used in making this adjustment and could have a material impact on the Company's revenue recognition for the period. Sales Taxes Sales tax amounts collected from customers for remittance to governmental authorities are presented on a net basis in the Company's consolidated statements of operations. Advertising Advertising costs are generally charged to expense in the period incurred. Cooperative reimbursements from vendors are recorded in the period the related advertising expenditure is incurred. The Company classifies vendor consideration as a reduction to cost of sales. Equity-Based Compensation The Company measures all equity-based payments using a fair-value-based method and records compensation expense over the requisite service period using the straight-line method in its consolidated financial statements. Estimated forfeiture rates have been developed based upon historical experience. Interest Expense Interest expense is typically recognized in the period incurred at the applicable interest rate in effect. For increasing-rate debt,the Company determines the periodic interest cost using the effective interest method over the estimated outstanding term of the debt.The difference between interest expense recorded and cash interest paid is reflected as short-term or long-term accrued interest in the Company's consolidated balance sheets. Foreign Currency Translation The Company's functional currency is the U.S. dollar. The functional currency of the Company's Canadian subsidiary is the local currency,the Canadian dollar.The functional currency of the Company's equity investment in Kelway TopCo Limited("Kelway")is the local currency,the British pound sterling. Assets and liabilities of the Canadian subsidiary and the Company's share of assets and liabilities in Kelway are translated at the spot rate in effect at the applicable reporting date and the consolidated results of operations of the Canadian subsidiary and the Company's share of the net income or loss of Kelway are translated at the average exchange rates in effect during the applicable period.The resulting foreign currency translation adjustment is recorded as accumulated other comprehensive(loss)income,which is reflected as a separate component of shareholders' equity. Income Taxes Deferred income taxes are provided to reflect the differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company performs an evaluation of the realizability of deferred tax assets on a quarterly basis. This evaluation requires management to make use of estimates and assumptions and considers all positive and negative evidence and factors, such as the scheduled reversal of temporary differences,the mix of earnings in the jurisdictions in which the Company operates, and prudent and feasible tax planning strategies. 69 Page 1286 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company accounts for unrecognized tax benefits based upon its assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities.The Company reports a liability for unrecognized tax benefits resulting from unrecognized tax benefits taken or expected to be taken in a tax return and recognizes interest and penalties,if any,related to its unrecognized tax benefits in income tax expense. 2. Recent Accounting Pronouncements Stock Compensation-Performance Share Awards In June 2014,the Financial Accounting Standards Board(the "FASB")issued Accounting Standards Update ("ASU")2014-12, "Compensation- Stock Compensation,"which amended the standard on how to account for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. Under this ASU, a performance target that could be achieved after the requisite service period is required to be treated as a performance condition that affects the vesting of the award and should not be reflected in estimating the fair value of the award at the grant date. This ASU is effective for the first quarter of 2016 with early adoption permitted.The Company already accounts for performance shares utilizing the method outlined by this ASU and is not impacted by the new standard. Revenue Recognition In May 2014,the FASB issued ASU 2014-09, "Revenue from Contracts with Customers," which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes the most current revenue recognition standard. This ASU is effective for the Company for the first quarter of 2017 and early adoption is not permitted. This ASU allows for either a full retrospective adoption approach or a modified retrospective adoption approach. The Company is currently evaluating the impact that this ASU will have on its consolidated financial position,results of operations and cash flows. 3. Property and Equipment Property and equipment consisted of the following: (in millions) December 31, 2014 2013 Land $ 27.7 $ 27.7 Machinery and equipment 54.3 53.0 Building and leasehold improvements 105.1 104.8 Computer and data processing equipment 65.6 61.2 Computer software 10.6 30.9 Furniture and fixtures 21.7 21.6 Construction in progress 24.7 10.9 Property and equipment 309.7 310.1 Less: accumulated depreciation 172.5 179.0 Property and equipment,net $ 137.2 $ 131.1 During 2014,2013 and 2012,the Company recorded disposals of$32.0 million, $7.9 million and$12.2 million,respectively,to remove assets that were no longer in use from property and equipment. The Company recorded a pre-tax loss of$0.1 million, $0.0 million and$0.1 million in 2014,2013 and 2012,respectively,for certain disposed assets that were not fully depreciated. Depreciation expense for the years ended December 31,2014,2013 and 2012 was$25.8 million, $27.2 million and$32.0 million, respectively. 4. Goodwill and Other Intangible Assets As described in Note 1,the Company is required to perform an evaluation of goodwill on an annual basis or more frequently if circumstances indicate a potential impairment.The annual test for impairment is conducted as of December 1. The Company's reporting units used to assess potential goodwill impairment are the same as its operating segments. The Company has two reportable segments: Corporate,which is comprised primarily of business customers, 70 Page 1287 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS and Public,which is comprised of government entities and education and healthcare institutions. The Company also has three other operating segments,CDW Advanced Services, Canada, and Kelway,which do not meet the reportable segment quantitative thresholds and, accordingly, are combined together as"Other"for segment reporting purposes. The Company has the option of performing a qualitative assessment of a reporting unit's fair value from the last quantitative assessment to determine if it is more likely than not that the reporting unit's goodwill is impaired or performing a quantitative assessment by comparing a reporting unit's estimated fair value to its carrying amount. Under the quantitative assessment,testing for impairment of goodwill is a two-step process. The First step compares the fair value of a reporting unit with its carrying amount,including goodwill.If the carrying amount of a reporting unit exceeds its fair value,the second step compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill to determine the amount of impairment loss. Fair value of a reporting unit is determined by using a weighted combination of an income approach and a market approach, as this combination is considered the most indicative of the Company's fair value in an orderly transaction between market participants. Under the income approach,the Company determined fair value based on estimated future cash flows of a reporting unit,discounted by an estimated weighted-average cost of capital,which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn. Under the market approach,the Company utilized valuation multiples derived from publicly available information for guideline companies to provide an indication of how much a knowledgeable investor in the marketplace would be willing to pay for a company. The valuation multiples were applied to the reporting units. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions,including revenue growth rates,gross margins, operating margins,discount rates and future market conditions, among others. December 1,2014 Evaluation The Company performed its annual evaluation of goodwill as of December 1,2014 by utilizing a quantitative assessment for all reporting units.All reporting units passed the first step of the goodwill evaluation(with the fair value exceeding the carrying value by 169%, 147%,276%and 78%for the Corporate,Public, Canada and CDW Advanced Services reporting units,respectively)and, accordingly,the Company was not required to perform the second step of the goodwill evaluation. To determine the fair value of the reporting units, the Company used a 75%/25%weighting of the income approach and market approach,respectively.Under the income approach,the Company estimated future cash flows of each reporting unit based on internally generated forecasts for the remainder of 2014 and the next six years.The Company used a 3.5%long-term assumed consolidated annual revenue growth rate for periods after the six-year forecast. The estimated future cash flows for the Corporate and Public reporting units were discounted at 9.0%; cash flows for the Canada and CDW Advanced Services reporting units were discounted at 9.3% and 11.5%, respectively,based on the future growth rates assumed in the discounted cash flows. Discount rates utilized during the 2014 goodwill evaluation declined compared to those used in 2013 as a result of the market performance of the Company's common stock and a lower equity risk premium with the exception of CDW Advanced Services. The discount rate for CDW Advanced Services increased to account for additional forecast risk. December 1,2013 Evaluation The Company performed its annual evaluation of goodwill as of December 1,2013 by utilizing a quantitative assessment for all reporting units.All reporting units passed the first step of the goodwill evaluation(with the fair value exceeding the carrying value by 107%, 82%, 167%and 168%for the Corporate,Public, Canada and CDW Advanced Services reporting units,respectively)and, accordingly,the Company was not required to perform the second step of the goodwill evaluation. To determine the fair value of the reporting units, the Company used a 75%/25%weighting of the income approach and market approach,respectively.Under the income approach,the Company estimated future cash flows of each reporting unit based on internally generated forecasts for the remainder of 2013 and the next six years.The Company used a 3.5%long-term assumed consolidated annual revenue growth rate for periods after the six-year forecast. The estimated future cash flows for the Corporate and Public reporting units were discounted at 10.0% ; cash flows for the Canada and CDW Advanced Services reporting units were discounted at 10.3%and 10.5%,respectively,based on the future growth rates assumed in the discounted cash flows. Discount rates utilized during the 2013 goodwill evaluation declined compared to those used in 2012 as a result of the market performance of the Company's common stock and a lower equity risk premium. December 1,2012 Evaluation 71 Page 1288 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company performed its annual evaluation of goodwill as of December 1,2012 by utilizing a quantitative assessment for all reporting units.All reporting units passed the first step of the goodwill evaluation(with the fair value exceeding the carrying value by 49% ,44%, 104%and 17%for the Corporate,Public, Canada and CDW Advanced Services reporting units,respectively)and, accordingly,the Company was not required to perform the second step of the goodwill evaluation. To determine the fair value of the reporting units, the Company used a 75%/25%weighting of the income approach and market approach,respectively.Under the income approach,the Company estimated future cash flows of each reporting unit based on internally generated forecasts for the remainder of 2012 and the next six years.The Company used a 3.5%long-term assumed consolidated annual revenue growth rate for periods after the six-year forecast. The estimated future cash flows for the Corporate and Public reporting units were discounted at 11.5% ; cash flows for the Canada and CDW Advanced Services reporting units were discounted at 11.8%and 12.0%,respectively,based on the future growth rates assumed in the discounted cash flows. The following table presents the change in goodwill by segment for the years ended December 31,2014 and 2013 (in millions) Corporate Public Other"' Consolidated Balances as of December 31,2012: Goodwill $ 2,794.4 $ 1,261.4 $ 107.3 $ 4,163.1 Accumulated impairment charges (1,571.4) (354.1) (28.3) (1,953.8) $ 1,223.0 $ 907.3 $ 79.0 $ 2,209.3 2013 Activity: Translation adjustment $ - $ - $ (2.1) $ (2.1) Contingent consideration(2) 8.8 4.0 0.3 13.1 $ 8.8 $ 4.0 $ (1.8) $ 11.0 Balances as of December 31,2013: Goodwill $ 2,803.2 $ 1,265.4 $ 105.5 $ 4,174.1 Accumulated impairment charges (1,571.4) (354.1) (28.3) (1,953.8) $ 1,231.8 $ 911.3 $ 77.2 $ 2,220.3 2014 Activity: Translation adjustment $ - $ - $ (2.7) $ (2.7) (2.7) $ (2.7) Balances as of December 31,2014: Goodwill $ 2,803.2 $ 1,265.4 $ 102.8 $ 4,171.4 Accumulated impairment charges (1,571.4) (354.1) (28.3) (1,953.8) $ 1,231.8 $ 911.3 $ 74.5 $ 2,217.6 (1) Other is comprised of CDW Advanced Services, Canada, and Kelway reporting units. There is no goodwill attributable to the Kelway reporting unit. (2) During 2013,the Company recorded a$13.1 million net-of-tax addition to goodwill in connection with the settlement of the MPK Coworker Incentive Plan 11 and related charitable contribution. The charitable contribution was accounted for as additional purchase price(goodwill)in accordance with pre-2009 business combinations accounting guidance. See Note 10 for additional discussion of this transaction. 72 Page 1289 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents a summary of intangible assets at December 31,2014 and 2013 (in millions) Gross Carrying Accumulated Net Carrying December 31,2014 Amount Amortization Amount Customer relationships $ 1,859.7 $ 1,012.1 $ 847.6 Trade name 421.0 152.0 269.0 Internally developed software 110.1 58.9 51.2 Other 3.2 2.2 1.0 Total $ 2,394.0 $ 1,225.2 $ 1,168.8 December 31,2013 Customer relationships $ 1,860.8 $ 872.8 $ 988.0 Trade name 421.0 130.9 290.1 Internally developed software 128.5 79.8 48.7 Other 3.1 1.9 1.2 Total $ 2,413.4 $ 1,085.4 $ 1,328.0 During 2014,the Company recorded disposals of$41.7 million to remove fully amortized internally developed software assets that were no longer in use from intangible assets. Amortization expense related to intangible assets for the years ended December 31,2014,2013 and 2012 was$182.1 million, $181.0 million and$178.2 million,respectively. Estimated future amortization expense related to intangible assets for the next five years is as follows: (in millions) Years ending December 31, 2015 $ 180.7 2016 172.8 2017 167.1 2018 160.4 2019 158.9 5. Inventory Financing Agreements The Company has entered into agreements with certain financial intermediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions, as described below. These amounts are classified separately as accounts payable-inventory financing on the accompanying consolidated balance sheets. The Company does not incur any interest expense associated with these agreements as balances are paid when they are due. The following table presents the amounts included in accounts payable-inventory financing: (in millions) December 31, 2014 2013 Revolving Loan inventory financing agreement $ 330.1 $ 256.1 Other inventory financing agreements 2.0 0.5 Accounts payable-inventory financing $ 332.1 $ 256.6 As described in Note 7,in June 2014,the Company entered into a new senior secured asset-based revolving credit facility,which incorporates the previous inventory floorplan sub-facility and, among other changes,removes the$400.0 million limit on the size of the floorplan sub-facility.In connection with the floorplan sub-facility,the Company maintains an inventory financing agreement on an unsecured basis with a financial intermediary to facilitate 73 Page 1290 of 1598 Page 1291 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS the purchase of inventory from this vendor(the"Revolving Loan inventory Financing agreement").Amounts outstanding under the Revolving Loan inventory Financing agreement are unsecured and non-interest bearing. The Company also maintains other inventory financing agreements with Financial intermediaries to facilitate the purchase of inventory from certain vendors.At December 31,2014 and 2013 , amounts owed under other inventory financing agreements of$2.0 million and $0.5 million,respectively,were collateralized by the inventory purchased under these financing agreements and a second lien on the related accounts receivable. 6. Lease Commitments The Company is obligated under various non-cancelable operating lease agreements for office facilities that generally provide for minimum rent payments and a proportionate share of operating expenses and property taxes and include certain renewal and expansion options. For the years ended December 31,2014,2013 and 2012,rent expense under these lease arrangements was$21.4 million, $20.7 million and$22.4 million,respectively. Future minimum lease payments are as follows: (in millions) Years ending December 31, 2015 $ 19.1 2016 15.3 2017 16.1 2018 13.6 2019 12.8 Thereafter 50.6 Total future minimum lease payments $ 127.5 (1)Included in these amounts are future minimum lease payments commencing in the fourth quarter of 2016 that relate to a new lease entered into in December 2014 for the Company's future headquarters in Lincolnshire,Illinois.Also reflected in these amounts is the future expiration of two leases in the first quarter of 2016 for facilities currently in use by the Company which the Company plans to consolidate into the new headquarters location and accordingly,these leases will not be renewed. 7. Long-Term Debt Long-term debt was as follows: (dollars in millions) December 31, Interest Rate"' 2014 2013 Senior secured asset-based revolving credit facility —% $ — $ — Senior secured term loan facility 3.25% 1,513.5 1,528.9 Unamortized discount on senior secured term loan facility (3.7) (4.4) Senior secured notes due 2018 —% — 325.0 Senior notes due 2019 8.5% 503.9 1,305.0 Unamortized premium on senior notes due 2019 1.3 4.2 Senior notes due 2022 6.0% 600.0 — Senior notes due 2024 5.5% 575.0 — Senior subordinated notes due 2017 —% — 92.5 Total long-term debt 3,190.0 3,251.2 Less current maturities of long-term debt (15.4) (45.4) Long-term debt, excluding current maturities $ 3,174.6 $ 3,205.8 (1) Interest rate at December 31,2014 . At December 31,2014 ,the Company was in compliance with the covenants under its various credit agreements and indentures as described below.Under the indenture governing the 8.5% Senior Notes due 2019,which contains the Page 1 292 Of 1 598 74 Page 1293 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS most restrictive restricted payment provisions in the Company's various credit agreements and indentures, CDW LLC and its restricted subsidiaries are generally restricted from paying dividends and making other restricted payments. For the purpose of determining restricted payment capacity, consolidated net income or loss includes certain adjustments that are defined in the applicable indenture.At December 31,2014 ,the amount of cumulative consolidated net income free of restrictions under the credit agreements and indentures ("Restricted Payment Capacity")was$230.3 million . Senior Secured Asset-Based Revolving Credit Facility("Revolving Loan") At December 31,2014 ,the Company had no outstanding borrowings under the Revolving Loan, $2.1 million of undrawn letters of credit and$312.3 million reserved related to the floorplan sub-facility. On June 6,2014,the Company entered into the Revolving Loan, a new five-year$1,250.0 million senior secured asset-based revolving credit facility,with the facility being available to the Company for borrowings,issuance of letters of credit and floorplan financing for certain vendor products. The Revolving Loan matures on June 6,2019, subject to an acceleration provision discussed below. The Revolving Loan replaces the Company's previous revolving loan credit facility that was to mature on June 24,2016. The Revolving Loan(i)increases the overall revolving credit facility capacity available to the Company from$900.0 million to $1,250.0 million,(ii) increases the maximum aggregate amount of increases that may be made to the revolving credit facility from$200.0 million to $300.0 million,(iii)maintains a maturity acceleration provision based upon excess cash availability whereby the Revolving Loan may mature 45 days prior to the final maturity of any then outstanding senior debt if excess cash availability does not exceed the outstanding borrowings of the subject maturing debt at the time of the test plus$150.0 million,(iv)decreases the fee on the unused portion of the revolving credit facility from either 37.5 or 50 basis points,depending on the amount of utilization,to 25 basis points, (v)decreases the applicable interest rate margin by 50 basis points, and(vi) amends the existing inventory floorplan sub-facility as discussed below.In connection with the termination of the previous facility,the Company recorded a loss on extinguishment of long-term debt of$0.4 million in the consolidated statement of operations for the year ended December 31,2014 ,representing a write-off of a portion of unamortized deferred financing costs. Fees of$6.4 million related to the Revolving Loan were capitalized as deferred financing costs and are being amortized over the five-year term of the facility on a straight-line basis. The Revolving Loan incorporates the previous inventory floorplan sub-facility and related Revolving Loan inventory financing agreement while removing the previous$400.0 million limit on the size of the floorplan sub-facility and the in-transit reserve of 15%of open orders.At December 31,2014,the financial intermediary reported an outstanding balance of$312.3 million under the Revolving Loan inventory financing agreement. The amount included on the Company's consolidated balance sheet as of December 31,2014 as accounts payable-inventory financing related to the Revolving Loan inventory financing agreement of$330.1 million includes a$17.8 million accrual for amounts in transit. Borrowings under the Revolving Loan bear interest at a variable interest rate plus an applicable margin. The interest rate margin is based on one of two indices, either(i)LIBOR,or(ii)the Alternate Base Rate("ABR")with the ABR being the greater of(a)the prime rate, (b)the federal funds effective rate plus 50 basis points or(c)the one-month LIBOR plus 1.00% . The applicable margin varies ( 1.50%to 2.00%for LIBOR borrowings and 0.50%to 1.00%for ABR borrowings)depending upon average daily excess cash availability under the agreement evidencing the Revolving Loan and is subject to a reduction of 0.25%if, and for as long as, CDW LLC's corporate credit rating from Standard&Poor's Rating Services is BB or better and CDW LLC's corporate family rating from Moody's Investors Service,Inc.is Ba3 or better(in each case with stable or better outlook). Under the new Revolving Loan,the Company is permitted to borrow an aggregate amount of$1,250.0 million;however,its ability to borrow under the Revolving Loan is limited by a borrowing base. The borrowing base is(a)the sum of the products of the applicable advance rates on eligible accounts receivable and on eligible inventory as defined in the agreement less(b) any reserves.At December 31,2014 ,the borrowing base was$1,253.4 million based on the amount of eligible inventory and accounts receivable balances as of November 30,2014. The Company could have borrowed up to an additional$935.6 million under the Revolving Loan at December 31,2014 . The ability to borrow under the Revolving Loan also remains limited by a minimum liquidity condition which provides that,if excess cash availability is less than the lesser of(i) $125.0 million and(ii)the greater of(A) 10.0%of the borrowing base and(B)$100.0 million,the lenders are not required to lend any additional amounts under the Revolving Loan unless the consolidated fixed charge coverage ratio(as described in the agreement evidencing the Revolving Loan)is at least 1.00 to 1.00 . 75 Page 1294 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CDW LLC is the borrower under the Revolving Loan.All obligations under the Revolving Loan are guaranteed by Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries. Borrowings under the Revolving Loan are collateralized by a first priority interest in inventory(excluding inventory collateralized under the inventory floorplan arrangements as described in Note 5), deposits, and accounts receivable, and a second priority interest in substantially all other assets. The Revolving Loan contains negative covenants that, among other things,place restrictions and limitations on the ability of Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries to dispose of assets,incur additional indebtedness,incur guarantee obligations,prepay other indebtedness,make distributions or other restricted payments, create liens,make equity or debt investments,make acquisitions, engage in mergers or consolidations, or engage in certain transactions with affiliates.The Revolving Loan also includes maintenance of a minimum average daily excess cash availability requirement. Should the Company fall below the minimum average daily excess cash availability requirement for five consecutive business days,the Company becomes subject to a fixed charge coverage ratio until such time as the daily excess cash availability requirement is met for 30 consecutive business days. Senior Secured Term Loan Facility On April 29,2013,the Company entered into a seven-year,$1,350.0 million aggregate principal amount senior secured term loan facility(the "Term Loan").The Term Loan was issued at a price that was 99.75%of par,which resulted in a discount of$3.4 million. Substantially all of the proceeds from the Term Loan were used to repay the$1,299.5 million outstanding aggregate principal amount of the prior senior secured term loan facility(the "Prior Term Loan Facility").In connection with this refinancing,the Company recorded a loss on extinguishment of long-term debt of$10.3 million in the consolidated statement of operations for the year ended December 31, 2013. This loss represented a write-off of the remaining unamortized deferred financing costs related to the Prior Term Loan Facility. On July 31,2013,the Company borrowed an additional$190.0 million aggregate principal amount under the Term Loan at a price that was 99.25%of par,which resulted in a discount of$1.4 million. Such proceeds were used to redeem a portion of outstanding Senior Subordinated Notes.The discounts are reported on the consolidated balance sheet as a reduction to the face amount of the Term Loan and are being amortized to interest expense over the term of the related debt.Fees of$6.1 million related to the Term Loan were capitalized as deferred financing costs and are being amortized over the term of the facility using the effective interest method. The Company is required to pay quarterly principal installments equal to 0.25%of the original principal amount of the Term Loan,with the remaining principal amount payable on the maturity date of April 29,2020.The quarterly principal installment payments commenced during the quarter ended June 30,2013.At December 31,2014,the outstanding principal amount of the Term Loan was $1,513.5 million, excluding$3.7 million in unamortized discount. Borrowings under the Term Loan bear interest at either(a)the alternate base rate("ABR")plus a margin or(b)LIBOR plus a margin; provided that for the purposes of the Term Loan,LIBOR shall not be less than 1.00%per annum at any time("LIBOR Floor"). The margin is based upon a net leverage ratio as defined in the agreement governing the Term Loan,ranging from 1.25%to 1.50%for ABR borrowings and 2.25%to 2.50%for LIBOR borrowings. The total net leverage ratio was 3.1 at December 31,2014 .An interest rate of 3.25%,LIBOR Floor plus a 2.25%margin,was in effect during the three-month period ended December 31,2014 . In order to manage the risk associated with changes in interest rates on borrowings under the Term Loan,the Company has entered into interest rate cap agreements.The Company had ten interest rate cap agreements in effect through January 14,2015 with a combined notional amount of$1,150.0 million which entitled the Company to payments from the counterparty of the amount,if any,by which three-month LIBOR exceeds a weighted average rate of 2.4%during the agreement period. The fair value of these interest rate cap agreements was zero at both December 31,2014 and 2013. In connection with the expiration of the ten interest rate cap agreements noted above,during the year ended December 31,2014,the Company entered into 14 additional interest rate cap agreements with a combined notional amount of$1,000.0 million. Under these agreements,the Company made premium payments totaling$2.1 million to the counterparties in exchange for the right to receive payments equal to the amount,if any,by which three-month LIBOR exceeds 2.0%during the agreement period.These interest rate cap agreements are effective from January 14,2015 through January 14,2017. The fair value of these interest rate cap agreements was$1.7 million at December 31,2014 . The Company's interest rate cap agreements have not been designated as cash flow hedges of interest rate risk for GAAP accounting purposes. The interest rate cap agreements are recorded at fair value on the Company's 76 Page 1295 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS consolidated balance sheet in Other Assets each period,with changes in fair value recorded directly to interest expense in the Company's consolidated statements of operations. The fair value of the Company's interest rate cap agreements is classified as Level 2 in the fair value hierarchy. The valuation of the interest rate cap agreements is derived by using a discounted cash flow analysis on the expected cash receipts that would occur if variable interest rates rise above the strike rates of the caps. This analysis reflects the contractual terms of the interest rate cap agreements,including the period to maturity, and uses observable market-based inputs, including LIBOR curves and implied volatilities. The Company also incorporates insignificant credit valuation adjustments to appropriately reflect the respective counterparty's nonperformance risk in the fair value measurements. The counterparty credit spreads are based on publicly available credit information obtained from a third party credit data provider. See Note 20 for a description of the interest rate cap agreements entered into during the first quarter of 2015. On January 30,2013,the Company made an optional prepayment of$40.0 million aggregate principal amount outstanding under the Prior Term Loan Facility. The optional prepayment satisfied the excess cash flow payment provision of the Prior Term Loan Facility with respect to the year ended December 31,2012. CDW LLC is the borrower under the Term Loan.All obligations under the Term Loan are guaranteed by Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries.The Term Loan is collateralized by a second priority interest in substantially all inventory(excluding inventory collateralized under the inventory floorplan arrangements as described in Note 5), deposits, and accounts receivable, and by a first priority interest in substantially all other assets. The Term Loan contains negative covenants that, among other things,place restrictions and limitations on the ability of Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries to dispose of assets,incur additional indebtedness,incur guarantee obligations,prepay other indebtedness,make distributions or other restricted payments, create liens,make equity or debt investments,make acquisitions, engage in mergers or consolidations, or engage in certain transactions with affiliates. 8.0% Senior Secured Notes due 2018 ("Senior Secured Notes") At December 31,2014 ,there were no outstanding Senior Secured Notes. On August 5,2014,the proceeds from the issuance of the 2022 Senior Notes discussed below, along with cash on hand,were deposited with the trustee to redeem all of the remaining$325.0 million aggregate principal amount of the Senior Secured Notes at a redemption price of 106.061%of the principal amount redeemed,plus accrued and unpaid interest through the date of redemption. On the same date,the indenture governing the Senior Secured Notes was satisfied and discharged. The redemption date was September 5,2014.In connection with this redemption,the Company recorded a loss on extinguishment of long-term debt of$23.7 million in the consolidated statement of operations for the year ended December 31,2014 ,which was comprised of$4.0 million for the write-off of the unamortized deferred financing fees, a redemption premium of$13.0 million and a make-whole interest payment of$6.7 million. On July 2,2013,the Company used a portion of the net proceeds from the IPO to redeem$175.0 million aggregate principal amount of Senior Secured Notes. The redemption price of the Senior Secured Notes was 108.0%of the principal amount redeemed,plus$0.7 million of accrued and unpaid interest to the date of redemption. The Company used cash on hand to pay such accrued and unpaid interest.In connection with this redemption,the Company recorded a loss on extinguishment of long-term debt of$16.7 million in the consolidated statement of operations for the year ended December 31,2013. This loss represented$14.0 million in redemption premium and$2.7 million for the write-off of a portion of the remaining deferred financing costs related to the Senior Secured Notes. 8.5% Senior Notes due 2019("2019 Senior Notes") At December 31,2014 ,the outstanding principal amount of 2019 Senior Notes was$503.9 million, excluding$1.3 million in unamortized premium. The 2019 Senior Notes mature on April 1,2019. 77 Page 1296 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On December 1,2014,the proceeds from the issuance of the 2024 Senior Notes discussed below, along with cash on hand,were deposited with the trustee to redeem$541.4 million aggregate principal amount of the 2019 Senior Notes at a redemption price of 106.202%of the principal amount redeemed,plus accrued and unpaid interest through the date of redemption. The redemption date was December 31,2014.In connection with this redemption,the Company recorded a loss on extinguishment of long-term debt of$36.9 million in the consolidated statement of operations for the year ended December 31,2014 ,which was comprised of$4.7 million for the write-off of a portion of the unamortized deferred Financing fees, a redemption premium of$23.0 million, and a make-whole interest payment of$10.6 million,partially offset by$1.4 million for the write-off of a portion of the unamortized premium. On August 5,2014,the proceeds from the issuance of the 2022 Senior Notes discussed below, along with cash on hand,were deposited with the trustee to redeem$234.7 million aggregate principal amount of the 2019 Senior Notes at a redemption price of 108.764%of the principal amount redeemed,plus accrued and unpaid interest through the date of redemption. The redemption date was September 5, 2014.In connection with this redemption,the Company recorded a loss on extinguishment of long-term debt of$22.1 million in the consolidated statement of operations for the year ended December 31,2014,which was comprised of$2.2 million for the write-off of a portion of the unamortized deferred Financing fees, a redemption premium of$10.0 million, and a make-whole interest payment of $10.6 million,partially offset by$0.7 million for the write-off of a portion of the unamortized premium. On March 20,2014,the Company repurchased and subsequently canceled$25.0 million aggregate principal amount of the 2019 Senior Notes from an affiliate of Providence Equity in a privately negotiated transaction on an arms'length basis at a price of 109.75%of the principal amount. Cash on hand was used to fund the repurchase of$25.0 million aggregate principal amount, $2.4 million of repurchase premium and$1.0 million in accrued and unpaid interest to the date of repurchase.In connection with this repurchase,the Company recorded a loss on extinguishment of long-term debt of$2.7 million in the Company's consolidated statement of operations for the year ended December 31,2014 . This loss represented$2.4 million in repurchase premium and$0.3 million for the write-off of a portion of the unamortized deferred Financing costs related to the 2019 Senior Notes. CDW LLC and CDW Finance Corporation are the co-issuers of the 2019 Senior Notes. Obligations under the 2019 Senior Notes are guaranteed on an unsecured senior basis by Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries. The 2019 Senior Note indenture contains negative covenants that, among other things,place restrictions and limitations on the ability of Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries to dispose of assets,incur additional indebtedness,incur guarantee obligations,prepay other indebtedness,make distributions or other restricted payments, create liens,make equity or debt investments,make acquisitions, engage in mergers or consolidations, or engage in certain transactions with affiliates. The 2019 Senior Notes do not contain any Financial covenants. 6.0% Senior Notes due 2022("2022 Senior Notes") On August 5,2014, CDW LLC and CDW Finance Corporation, as co-issuers, completed the issuance of$600.0 million aggregate principal amount of 2022 Senior Notes at par. Fees of$8.0 million related to the 2022 Senior Notes were capitalized as deferred Financing costs and are being amortized over the term of the notes on a straight-line basis.The 2022 Senior Notes will mature on August 15,2022 and bear interest at a rate of 6.00%per annum,payable semi-annually on February 15 and August 15 of each year. The First interest payment date was February 15,2015. CDW LLC and CDW Finance Corporation are the co-issuers of the 2022 Senior Notes and the obligations under the notes are guaranteed by Parent and each of CDW LLC's direct and indirect,wholly owned,domestic subsidiaries. The 2022 Senior Notes indenture contains negative covenants that, among other things,place restrictions and limitations on the ability of Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries to enter into sale and lease-back transactions,incur additional secured indebtedness,and create liens.The indenture governing the 2022 Senior Notes does not contain any Financial covenants. 5.5% Senior Notes due 2024("2024 Senior Notes") On December 1,2014, CDW LLC and CDW Finance Corporation, as co-issuers,completed the issuance of$575.0 million aggregate principal amount of 2024 Senior Notes at par. Fees of$7.5 million related to the 2024 Senior Notes were capitalized as deferred Financing costs and are being amortized over the term of the notes on a straight-line basis.The 2024 Senior Notes will mature on December 1,2024 and bear interest at a rate of 5.50%per annum,payable semi-annually on June 1 and December 1 of each year. The First interest payment date will be June 1,2015. 78 Page 1297 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CDW LLC and CDW Finance Corporation are the co-issuers of the 2024 Senior Notes and the obligations under the notes are guaranteed by Parent and each of CDW LLC's direct and indirect,wholly owned,domestic subsidiaries. The 2024 Senior Notes indenture contains negative covenants that, among other things,place restrictions and limitations on the ability of Parent and each of CDW LLC's direct and indirect, 100%owned,domestic subsidiaries to enter into sale and lease-back transactions,incur additional secured indebtedness,and create liens.The indenture governing the 2024 Senior Notes does not contain any Financial covenants. 12.535% Senior Subordinated Exchange Notes due 2017("Senior Subordinated Notes") At December 31,2014 ,there were no outstanding Senior Subordinated Notes. On May 9,2014,the Company redeemed all of the remaining$42.5 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 104.178%of the principal amount redeemed. Cash on hand was used to fund the redemption of$42.5 million aggregate principal amount, $1.8 million in redemption premium and$0.4 million in accrued and unpaid interest to the date of redemption.In connection with this redemption,the Company recorded a loss on extinguishment of long-term debt of$2.2 million in the consolidated statement of operations for the year ended December 31,2014 .This loss represented$1.8 million in redemption premium and$0.4 million for the write-off of the remaining deferred Financing costs related to the Senior Subordinated Notes. On January 22,2014 and February 21,2014,the Company redeemed$30.0 million and$20.0 million aggregate principal amounts of Senior Subordinated Notes,respectively, at redemption prices that were 104.178%of the principal amounts redeemed. Cash on hand was used to fund the redemptions of$50.0 million aggregate principal amount, $2.1 million in redemption premiums and$1.9 million in aggregate accrued and unpaid interest to the dates of redemption.In connection with these redemptions,the Company recorded a loss on extinguishment of long-term debt of$2.7 million in the consolidated statement of operations for the year ended December 31,2014 . This loss represented$2.1 million in redemption premiums and$0.6 million for the write-off of a portion of the remaining deferred Financing costs related to the Senior Subordinated Notes. On October 18,2013,the Company redeemed$155.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 104.178%of the principal amount redeemed.A combination of cash on hand and the net proceeds from the sale of shares of common stock related to the underwriters'exercise in full of the overallotment option granted to them in connection with the IPO,in the amount of$56.0 million,was used to fund the redemption of$155.0 million aggregate principal amount, $6.5 million of redemption premium and$0.2 million in accrued and unpaid interest to the date of redemption. See Note 9 for additional discussion of the underwriters'overallotment option.In connection with this redemption,the Company recorded a loss on extinguishment of long- term debt of$8.5 million in the Company's consolidated statement of operations for the year ended December 31,2013. This loss represented$6.5 million in redemption premium and$2.0 million for the write-off of a portion of the remaining unamortized deferred Financing costs related to the Senior Subordinated Notes. On August 1,2013,the Company redeemed$324.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 106.268%of the principal amount redeemed. The Company used a portion of the net proceeds from the IPO to redeem $146.0 million aggregate principal amount of Senior Subordinated Notes and incremental borrowings of$190.0 million under the Term Loan to redeem$178.0 million aggregate principal amount of Senior Subordinated Notes. The Company used cash on hand to pay $12.0 million of accrued and unpaid interest to the date of redemption.In connection with this redemption,the Company recorded a loss on extinguishment of long-term debt of$24.6 million in the consolidated statement of operations for the year ended December 31, 2013. This loss represented$20.3 million in redemption premium and$4.3 million for the write-off of a portion of the remaining deferred Financing costs related to the Senior Subordinated Notes. On March 8,2013,the Company redeemed$50.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 106.268%of the principal amount redeemed. Cash on hand was used to fund the redemption of$50.0 million aggregate principal amount, $3.1 million of redemption premium and$2.5 million in accrued and unpaid interest to the date of redemption.In connection with this redemption,the Company recorded a loss on extinguishment of long-term debt of$3.9 million in the Company's consolidated statement of operations for the year ended December 31,2013. This loss represented$3.1 million in redemption premium and$0.8 million for the write-off of a portion of the remaining unamortized deferred Financing costs related to the Senior Subordinated Notes. 79 Page 1298 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Long-Term Debt Maturities As of December 31,2014,the maturities of long-term debt were as follows: (in millions) Years ending December 31, 2015 $ 15.4 2016 — 2017 — 2018 — 2019 503.9 Thereafter 2,673.1 $ 3,192.4 Fair Value The fair value of the Company's long-term debt instruments at December 31,2014 was$3,208.7 million. The fair value of the 2019 Senior Notes,the 2022 Senior Notes, and the 2024 Senior Notes was estimated using quoted market prices for identical assets or liabilities that are traded in over-the-counter secondary markets that are not considered active. The fair value of the Term Loan was estimated using dealer quotes for identical assets or liabilities in markets that are not considered active. Consequently,the Company's long-term debt is classified as Level 2 within the fair value hierarchy. At December 31,2014 ,the carrying value of the Company's long-term debt was$3,192.4 million,excluding$1.3 million in unamortized premium and$3.7 million in unamortized discount. Deferred Financing Costs The following table summarizes the deferred financing costs activity for the years ended December 31,2014 and 2013 (in millions) December 31, 2014 2013 Beginning balance $ 30.1 $ 53.2 Additional costs capitalized 21.9 6.1 Recognized in interest expense (6.4) (9.1) Write-off of unamortized deferred financing costs (12.6) (20.1) Ending balance $ 33.0 $ 30.1 As of December 31,2014 and December 31,2013 ,the weighted-average remaining life of unamortized deferred financing costs was 6.6 and 4.9 years,respectively. 8. Income Taxes Income before income taxes was taxed under the following jurisdictions: (in millions) Years Ended December 31, 2014 2013 2012 Domestic $ 366.6 $ 179.4 $ 170.3 Foreign 21.1 16.1 15.8 Total $ 387.7 $ 195.5 $ 186.1 80 Page 1299 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Components of income tax expense(benefit)consisted of the following: (in millions) Years Ended December 31, 2014 2013 2012 Current: Federal $ 206.8 $ 96.7 $ 110.3 State 19.3 10.1 8.0 Foreign 5.8 4.6 5.1 Total current 231.9 111.4 123.4 Deferred: Domestic (89.0) (48.6) (56.2) Foreign (0.1) (0.1) (0.1) Total deferred (89.1) (48.7) (56.3) Income tax expense $ 142.8 $ 62.7 $ 67.1 The reconciliation between the statutory tax rate expressed as a percentage of income before income taxes and the effective tax rate is as follows: (dollars in millions) Years Ended December 31, 2014 2013 2012 Statutory federal income tax rate $ 135.7 35.0% $ 68.4 35.0% $ 65.1 35.0% State taxes,net of federal effect 6.5 1.6 (5.0) (2.6) 0.4 0.2 Equity-based compensation 1.1 0.3 1.5 0.7 5.7 3.1 Effect of rates different than statutory (1.9) (0.5) (1.4) (0.7) (1.4) (0.8) Other 1.4 0.4 (0.8) (0.3) (2.7) (1.5) Effective tax rate $ 142.8 36.8 % $ 62.7 32.1 % $ 67.1 36.0 % The tax effect of temporary differences that give rise to the net deferred income tax liability is presented below: (in millions) December 31, 2014 2013 Deferred Tax Assets: Deferred interest $ 32.9 $ 43.5 State net operating loss and credit carryforwards,net 18.8 21.1 Payroll and benefits 27.0 16.2 Rent 5.5 6.4 Accounts receivable 6.3 5.4 Equity compensation plans 6.5 1.6 Trade credits 1.5 1.5 Other 5.0 7.1 Total deferred tax assets 103.5 102.8 Deferred Tax Liabilities: Software and intangibles 425.3 486.2 Deferred income 116.2 145.5 Property and equipment 22.5 25.0 Other 15.3 11.6 Total deferred tax liabilities 579.3 668.3 Deferred tax asset valuation allowance Net deferred tax liability $ 475.8 $ 565.5 81 age o Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company has state income tax net operating loss carryforwards of$124.0 million,which will expire at various dates from 2015 through 2033 and state tax credit carryforwards of$19.6 million,which expire at various dates from 2016 through 2019. The Company has not provided for U.S. federal income taxes or tax benefits on the undistributed earnings of its international subsidiary because such earnings are reinvested and it is currently intended that they will continue to be reinvested indefinitely.At December 31, 2014 ,the Company has not provided for federal income taxes on earnings of approximately$66.6 million from its international subsidiary. The Company had no unrecognized tax benefits at December 31,2014,2013 and 2012. In the ordinary course of business,the Company is subject to review by domestic and foreign taxing authorities,including the Internal Revenue Service("IRS").In general,the Company is no longer subject to audit by the IRS for tax years through 2010 and state, local or foreign taxing authorities for tax years through 2009. Various other taxing authorities are in the process of auditing income tax returns of the Company and its subsidiaries. The Company does not anticipate that any adjustments from the audits would have a material impact on its consolidated financial position,results of operations or cash flows. The Company accrues net interest and penalties related to unrecognized tax benefits in income tax expense in its consolidated statements of operations. For the years ended December 31,2014,2013 and 2012,the Company had no liability recorded for the payment of interest and penalties on unrecognized tax benefits and did not recognize any such interest and penalty expense. 9. Shareholders'Equity The Company declared and paid cash dividends per common share during the periods presented as follows: (in millions,except per share amounts) Dividends Per Share Amount 2014: First Quarter $ 0.0425 $ 7.3 Second Quarter 0.0425 7.3 Third Quarter 0.0425 7.3 Fourth Quarter 0.0675 11.7 2013: First Quarter $ — $ — Second Quarter Third Quarter Fourth Quarter 0.0425 7.3 See Note 20 for a discussion of the dividend declared during the first quarter of 2015. Future dividends will be subject to the approval of the Company's Board of Directors and will depend upon the Company's results of operations, financial condition,business prospects, capital requirements, contractual restrictions, any potential indebtedness the Company may incur,restrictions imposed by applicable law,tax considerations and other factors that the Company's Board of Directors deems relevant.In addition,the Company's ability to pay dividends on its common stock will be limited by restrictions on the ability of subsidiaries to pay dividends or make distributions to the Company,in each case, under the terms of certain current and future agreements governing the Company's indebtedness. On November 6,2014,the Company announced that its Board of Directors approved a$500.0 million share repurchase program effective immediately under which the Company may repurchase shares of its common stock in the open market or through privately negotiated transactions,depending on share price, market conditions and other factors. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares, and repurchases may be commenced or suspended from time to time without prior notice.As of the date of this filing,no shares have been repurchased under the share repurchase program. On January 1,2014,the first offering period under the Company's Coworker Stock Purchase Plan(the"CSPP")commenced. The CSPP provides the opportunity for eligible coworkers to acquire shares of the Company's common 82 Page 1301 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS stock at a 5%discount from the closing market price on the Final day of the offering period. There is no compensation expense associated with the CSPP. On July 2,2013,the Company completed an IPO of 23,250,000 shares of common stock. On July 31,2013,the Company completed the sale of an additional 3,487,500 shares of common stock to the underwriters of the IPO pursuant to the underwriters'July 26,2013 exercise in full of the overallotment option granted to them in connection with the IPO. Such shares were registered under the Securities Act of 1933, as amended,pursuant to the Company's Registration Statement on Form S-1,which was declared effective by the SEC on June 26,2013. The shares of common stock are listed on the NASDAQ Global Select Market under the symbol"CDW."The Company's shares of common stock were sold to the underwriters at a price of$17.00 per share in the IPO and upon the exercise of the overallotment option,which together generated aggregate net proceeds of$424.7 million to the Company after deducting underwriting discounts, expenses and transaction costs. The Company has completed the following secondary public offerings,whereby certain selling stockholders sold shares of common stock to the underwriters. The Company did not receive any proceeds from these sales of shares. Secondary Completion Date Offering Secondary Offering Completion Date of Overallotment of Overallotment Expenses Shares Secondary Offering Shares(1) Shares (in millions) 15,000,000 11/19/2013 2,250,000 12/18/2013 $ 0.6 10,000,000 3/12/2014 1,500,000 3/12/2014 $ 0.4 15,000,000 5/28/2014 2,250,000 6/4/2014 $ 0.5 15,000,000 9/8/2014(2) $ 0.3 15,000,000 12/8/2014 2,250,000 12/8/2014 $ 0.2 (1)Under each underwriting agreement,the selling stockholders granted the underwriters an option,exercisable for thirty days,to purchase up to the additional amount of shares noted. (2)The option to purchase additional shares was not exercised in connection with the September 2014 secondary offering. The following pre-tax IPO-related expenses and secondary-offering-related expenses were included within selling and administrative expenses in the consolidated statements of operations for the years ended December 31,2014 and 2013,respectively. (in millions) Year Ended December 31, 2014 2013 Acceleration charge for certain equity awards and related employer payroll taxes(1) $ — $ 40.7 RDU Plan cash retention pool accrual('-' — 7.5 Management services agreement termination fee(3) — 24.4 Other expenses(" 1.4 2.4 IPO-and secondary-offering-related expenses $ 1.4 $ 75.0 (1)See Note 10 for additional discussion of the impact of the IPO on the Company's equity awards. (2)See Note 12 for additional discussion of this transaction. (3)Represents the payment of a termination fee to affiliates of the Sponsors in connection with the termination of the management services agreement with such entities. (4)Other expenses include secondary-offering expenses of$1.4 million and$0.6 million for the years ended December 31,2014 and 2013, respectively. 83 Page 1302 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In June 2013,the Company's Board of Directors and the Company's sole shareholder at that time, CDW Holdings, approved the reclassification of the Company's Class A common shares and Class B common shares into a single class of common shares and a 143.0299613 -for-1 stock split, effective immediately. The par value of the common shares was maintained at$0.01 per share.All references to common shares and per share amounts in the accompanying consolidated financial statements have been adjusted to reflect the reclassification and stock split on a retroactive basis. In June 2013,the Company amended and restated its certificate of incorporation to authorize the issuance of 100,000,000 shares of preferred stock with a par value of$0.01 .No shares of preferred stock have been issued or are outstanding as of December 31,2014. Additionally,the amended and restated certificate of incorporation increased the number of authorized common shares to 1,000,000,000 . 10. Equity-Based Compensation The 2013 Long-Term Incentive Plan("2013 LTIP")provides for the grant of incentive stock options,nonqualifled stock options,stock appreciation rights,restricted stock,restricted stock units,bonus stock and performance awards.The maximum aggregate number of shares that may be issued under the 2013 LTIP is 11,700,000 shares of the Company's common stock,in addition to the 3,798,508 shares of restricted stock granted in exchange for unvested Class B Common Units in connection with the Company's IPO, as discussed below.As of December 31,2014, 7,541,891 shares were available for issuance under the 2013 LTIP which was approved by the Company's pre-IPO shareholders.Authorized but unissued shares are reserved for issuance in connection with equity-based awards. The following table summarizes equity-based compensation expense,which is included in selling and administrative expenses, for the years ended December 31,2014,2013 and 2012 : (in millions) Year Ended December 31, 2014 2013 t° 2012 `'' Equity-based compensation expense $ 16.4 $ 46.6 $ 22.1 Income tax benefit (5.1) (16.5) (2.3) Total(net of tax) $ 11.3 $ 30.1 $ 19.8 (1) Includes pre-tax expense of$36.7 million related to the accelerated vesting of certain equity awards granted prior to our IPO. All unvested awards granted pursuant to the MPK Coworker Incentive Plan 11(the"MPK Plan")vested in connection with the IPO as discussed further below in the section labeled"MPK 11 Units." (2) Includes pre-tax expense of$6.6 million in connection with the modification of Class B Common Unit awards granted pursuant to the CDW Holdings LLC 2007 Incentive Equity Plan to the Company's former Chief Executive Officer, as discussed further below in the section labeled"Class B Common Units." The total unrecognized compensation cost related to nonvested awards was$28.9 million at December 31,2014 and is expected to be recognized over a weighted-average period of 2.3 years. Stock Options During the year ended December 31,2014,the Company granted 1,245,513 stock options under the 2013 LTIP. These options vest annually over three years and have a contractual term of 10 years. The exercise price of a stock option is equal to the fair value of a share of the Company's common stock on the date of the grant.The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options granted.The Black-Scholes option pricing model incorporates various assumptions including volatility, expected term,risk-free interest rates and dividend yields. The weighted-average assumptions used to value the stock options granted during the years ended December 31,2014 and 2013 are presented below. 84 Page 1303 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2014 2013 Weighted-average grant date fair value $ 7.23 $ 4.75 Weighted-average volatility(') 30.00% 35.00% Weighted-average risk-free rate(2) 1.77% 1.58% Dividend yield 0.70% 1.00% Expected term(in years) 6.0 5.4 (1) Based upon an assessment of the two-year,Five-year and implied volatility for the Company's selected peer group, adjusted for the Company's leverage. (2) Based on a composite U.S. Treasury rate. (3) Calculated using the simplified method. The simplified method defines the expected term as the average of the option's contractual term and the option's weighted-average vesting period. The Company utilizes this method as it has limited historical stock option data that is sufficient to derive a reasonable estimate of the expected stock option term. The following table summarizes the Company's stock option activity for the year ended December 31,2014 : Weighted-Average Remaining Weighted-Average Contractual Term Aggregate Intrinsic Options Number of Options Exercise Price (years) Value(millions) Outstanding at January 1,2014 1,280,255 $17.00 Granted 1,245,513 24.40 Forfeited/Expired (31,209) 21.33 Exercised (73,487) 17.00 Outstanding at December 31,2014 2,421,072 $20.75 8.3 $34.9 Exercisable at December 31,2014 576,963 $17.00 7.2 $10.5 Vested and expected to vest at December 31,2014 2,378,364 $20.74 8.3 $34.3 The total intrinsic value of stock options exercised during the years ended December 31,2014 and 2013 was$1.0 million and zero, respectively. Restricted Stock Units("RSUs') Restricted stock units represent the right to receive unrestricted shares of the Company's stock at the time of vesting. RSUs generally cliff-vest at the end of four years. The following table summarizes the Company's RSU activity for the year ended December 31,2014 Weighted-Average Grant-Date Fair Number of Units Value Nonvested at January 1,2014 1,351,572 $ 17.04 Granted 25,895 24.29 Vested/Settled (5,984) 17.00 Forfeited (126,781) 17.04 Nonvested at December 31,2014 1,244,702 $ 17.19 85 Page 1304 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The weighted-average grant date fair value of RSUs granted during the year ended December 31,2014 and 2013 was$24.29 and $17.03 ,respectively. The aggregate fair value of RSUs that vested during the years ended December 31,2014 and 2013 ,was$0.2 million and zero,respectively. Performance Share Units ("PSUs') During the year ended December 31,2014,the Company granted 417,784 PSUs under the 2013 LTIP which cliff-vest on December 31,2016.The percentage of shares that shall vest will range from 0%to 200%of the number of PSUs granted based on the Company's performance against a cumulative adjusted free cash flow measure and cumulative non-GAAP net income per diluted share measure over a three-year performance period. The weighted-average grant-date fair value of the PSUs granted during the period was$24.40 per unit.During the year ended December 31,2014, 6,204 PSUs were forfeited at a weighted-average grant-date fair value of$24.29 .As of December 31,2014,411,580 PSUs were outstanding at a weighted-average grant date fair value of$24.40 .No units vested during the year ended December 31,2014. Restricted Stock In connection with the IPO, CDW Holdings distributed all of its shares of the Company's common stock to its existing members in accordance with their respective membership interests. Common stock received by holders of Class B Common Units in connection with the distribution is subject to any vesting provisions previously applicable to the holder's Class B Common Units. Class B Common Unit holders received 3,798,508 shares of restricted stock with respect to Class B Common Units that had not yet vested at the time of the distribution. For the year ended December 31,2014,2,321,973 shares of such restricted stock vested/settled and 9,546 shares were forfeited.As of December 31,2014,260,514 shares of restricted stock were outstanding. The aggregate fair value of restricted stock that vested during the years ended December 31,2014 and 2013 was$68.6 million and$26.7 million,respectively. Pre-IPO Equity Awards Prior to the IPO,the Company had the following equity-based compensation plans in place: Class B Common Units The Board of Managers of CDW Holdings adopted the CDW Holdings LLC 2007 Incentive Equity Plan(the"Plan") for coworkers, managers, consultants and advisors of the Company and its subsidiaries. The Plan permitted a committee designated by the Board of Managers of CDW Holdings(the"Committee")to grant or sell to any participant Class A Common Units or Class B Common Units of CDW Holdings in such quantity, at such price, on such terms and subject to such conditions that were consistent with the Plan and as established by the Committee. The Class B Common Units that were granted vested daily on a pro rata basis between the date of grant and the fifth anniversary thereof and were subject to repurchase by,with respect to vested units, or forfeiture to,with respect to unvested units,the Company upon the coworker's separation from service as was set forth in each holder's Class B Common Unit Grant Agreement. On June 30,2011,the Board of Managers approved the terms of a modified Class B Common Unit grant agreement with the Company's former Chief Executive Officer,who retired as the Company's Chief Executive Officer effective October 1,2011 but continued to serve as Chairman of the Board through December 31,2012.As a result of this modification,the Company recorded incremental equity- based compensation expense of$6.6 million during the year ended December 31,2012. The grant date fair value of Class B Common Unit grants was calculated using the Option-Pricing Method. This method considered Class A Common Units and Class B Common Units as call options on the total equity value,giving consideration to liquidation preferences and conversion of the preferred units. Such Class A Common Units and Class B Common Units were modeled as call options that gave their owners the right,but not the obligation,to buy the underlying equity value at a predetermined(or exercise)price. Class B Common Units were considered to be call options with a claim on equity value at an exercise price equal to the remaining value immediately after the Class A Common Units and Class B Common Units with a lower participation threshold were liquidated. The Option-Pricing Method is highly sensitive to key assumptions, such as the volatility assumption.As such,the use of this method can be applied when the range of possible future outcomes is difficult to predict. 86 Page 1305 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the assumptions and resulting fair value of the Class B Common Unit grants for the years ended December 31,2013 and 2012: Years Ended December 31, Assumptions 2013 2012 Weighted-average grant date fair value $ 119.00 $ 125.65 Weighted-average volatility(') 65.50% 65.26% Weighted-average risk-free rate(2) 0.18% 0.19% Dividend yield 0.00% 0.00% (1) Based upon an assessment of the two-year,five-year and implied volatility for the Company's selected peer group, adjusted for the Company's leverage. (2) Based on a composite U.S. Treasury rate. MPK II Units Contemporaneous with the Acquisition,the Company agreed with Michael P. Krasny, CDW Corporation founder, former chairman and CEO and significant selling shareholder,to establish the MPK Plan for the benefit of all of the coworkers of the Company other than members of senior management who received incentive equity awards under the Plan. The MPK Plan established an"account"for each eligible participant which was notionally credited with a number of Class A Common Units of CDW Holdings LLC on October 15,2007,the day the plan was established. The notional units credited to participants' accounts were to cliff-vest at the end of ten years, subject to acceleration upon the occurrence of certain events.Notional units granted under the MPK Plan were valued on the grant date at$1,000 per unit,the fair value equivalent of the Class A Common Units at the time the awards were granted. On July 2,2013,the Company completed an IPO of its common shares.Under the terms of the MPK Plan,vesting accelerated for all unvested units upon completion of the IPO. The Company recorded a pre-tax charge of$36.7 million for compensation expense related to the acceleration of the expense recognition for MPK Plan units in the year ended December 31,2013.In connection with the completion of the IPO,the Company distributed common stock to each participant and withheld the number of shares of common stock equal to the required tax withholding for each participant. The Company paid required withholding taxes of$24.0 million to federal, state and foreign taxing authorities. This amount is reported as a financing activity in the consolidated statement of cash flows and as an increase to accumulated deficit in the consolidated statement of shareholders'equity for the year ended December 31,2013.In addition, the Company paid$4.0 million of employer payroll taxes that are included as an operating activity in the consolidated statement of cash flows for the year ended December 31,2013. The following table sets forth a summary of pre-IPO equity plan activity for the year ended December 31,2013 Class B MPK Plan Common Units Units Outstanding at January 1,2013 216,483 66,137 Granted 400 — Forfeited (860) (2,228) Converted/Settled (216,023) (63,909) Outstanding at December 31,2013 Vested at December 31,2013 (1) As discussed above,the Class B Common Units and MPK Plan Units were converted/settled into shares of the Company's common stock upon completion of the IPO.The converted Class B Common Units,to the extent unvested at the time of the IPO,relate to the grants of restricted stock disclosed above. In connection with the establishment of the MPK Plan,the Company agreed to make charitable contributions in amounts equal to the net income tax benefits derived from payouts to participants under the MPK Plan(net of any 87 Page 1306 of 159 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS related employer payroll tax costs). The contributions of these amounts are due by March 15 of the calendar year following the year in which the Company realizes the benefits of the deductions. This arrangement has been accounted for as contingent consideration.Pre- 2009 business combinations were accounted for under a former accounting standard which, among other aspects,precluded the recognition of certain contingent consideration as of the business combination date.Instead, under the former accounting standard, contingent consideration is accounted for as additional purchase price(goodwill) at the time the contingency is resolved.As of December 31,2013,the Company accrued$20.9 million related to this arrangement within other current liabilities, as the Company realized the tax benefit of the compensation deductions during the 2013 tax year. The Company made the related cash contribution during the first quarter of 2014. 11. Earnings Per Share The numerator for both basic and diluted earnings per share is net income. The denominator for basic earnings per share is the weighted-average number of common shares outstanding during the period. The 2013 denominator was impacted by the common shares issued during both the IPO and the underwriters'exercise in full of the overallotment option granted to them in connection with the IPO. Because such common shares were issued on July 2,2013 and July 31,2013,respectively,they are only partially reflected in the 2013 denominator. Such shares are fully reflected in the 2014 denominator. See Note 9 for additional discussion of the IPO. The dilutive effect of outstanding restricted stock,restricted stock units, stock options, Coworker Stock Purchase Plan units and MPK Plan units is reflected in the denominator for diluted earnings per share using the treasury stock method. The following is a reconciliation of basic shares to diluted shares: Years Ended December 31, (in millions) 2014 2013 2012 Weighted-average shares-basic 170.6 156.6 145.1 Effect of dilutive securities 2.2 2.1 0.7 Weighted-average shares-diluted 172.8 158.7 145.8 There was an insignificant amount of potential common shares excluded from diluted earnings per share for the years ended December 31,2014,2013 and 2012, as their inclusion would have had an anti-dilutive effect. 12. Deferred Compensation Plan On March 10,2010,in connection with the Company's purchase of$28.5 million principal amount of its outstanding senior subordinated debt,the Company established the Restricted Debt Unit Plan(the"RDU Plan"), an unfunded nonqualifled deferred compensation plan. The total number of RDUs that could be granted under the RDU Plan was 28,500 .As of December 31,2014, 28,500 RDUs were outstanding. RDUs vested daily on a pro rata basis over the three-year period from January 1,2012(or,if later,the date of hire or the date of a subsequent RDU grant)through December 31,2014.All outstanding RDUs were vested as of December 31, 2014.Participants have no rights to the underlying debt. The total amount of compensation available to be paid under the RDU Plan was initially to be based on two components, a principal component and an interest component. The principal component credits the RDU Plan with a notional amount equal to the$28.5 million face value of the Senior Subordinated Notes(the "Debt Pool"),together with certain redemption premium equivalents as noted below.The interest component credited the RDU Plan with amounts equal to the interest that would have been earned on the Debt Pool from March 10,2010 through maturity on October 12,2017, except as discussed below.Interest amounts for 2010 and 2011 were deferred until 2012, and thereafter,interest amounts were paid to participants semi-annually on the interest payment due dates. The Company used a portion of the IPO proceeds together with incremental borrowings to redeem$324.0 million of the total Senior Subordinated Notes outstanding on August 1,2013.In connection with the IPO and the partial redemption of the Senior Subordinated Notes,the Company amended the RDU Plan to increase the retentive value of the plan.In accordance with the original terms of the RDU Plan,the principal component of the RDUs converted to a cash-denominated pool upon the redemption of the Senior Subordinated Notes.In addition,the Company added$0.1 88 Page 1307 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS million and$1.4 million to the principal component in the years ended December 31,2014 and 2013,respectively, as redemption premium equivalents in accordance with the terms of the RDU plan. Under the terms of the amended RDU Plan, upon the partial redemption of outstanding Senior Subordinated Notes,the RDUs ceased to accrue the proportionate related interest component credits. The amended RDU Plan provides participants the opportunity to share on a pro rata basis in cash retention pools payable to participants who satisfy certain retention requirements.The aggregate amount of the retention pools was determined to be$15.0 million based upon the amount of interest component credits that would have been allocated to the RDU Plan if the Senior Subordinated Notes had remained outstanding from August 1,2013 through maturity. The Company recorded a pre-tax charge of$7.5 million in the year ended December 31,2013 for payment of the First cash retention pool. The second cash retention pool payment is expected to be made to participants who remain employed through December 31,2015 in the First quarter of 2016.Participants continued to accrue an interest component credit for the proportionate amount of Senior Subordinated Notes while outstanding,payable on the aforementioned semi-annual due dates; such payments,however, will be deducted from the second retention pool payment amount of$7.5 million. Unrecognized compensation expense as of December 31,2014 of approximately$5 million is expected to be recognized through 2015 and approximately$3 million in 2016 through 2017. Payments under the RDU Plan may be impacted if certain significant events occur or circumstances change that would impact the financial condition or structure of the Company. Compensation expense of$8.8 million, $16.8 million,and$8.4 million related to the RDU Plan was recognized in the years ended December 31,2014,2013 and 2012,respectively.At December 31,2014 and 2013 ,the Company had$30.4 million and$21.8 million of liabilities related to the RDU Plan recorded on the consolidated balance sheets,respectively. Payment of the principal component of the RDU Plan is expected to be made on October 12,2017, unless accelerated due to a sale of the Company. 13. Profit Sharing and 401(k)Plan The Company has a profit sharing plan that includes a salary reduction feature established under the Internal Revenue Code Section 401 (k) covering substantially all coworkers. Company contributions to the profit sharing plan are made in cash and determined at the discretion of the Board of Directors. For the years ended December 31,2014,2013 and 2012,the amounts charged to expense for this plan totaled$21.9 million, $17.3 million and$14.6 million,respectively. 14. Commitments and Contingencies The Company is party to various legal proceedings that arise in the ordinary course of its business,which include commercial, intellectual property, employment,tort and other litigation matters. The Company is also subject to audit by federal, state and local authorities,and by various partners,group purchasing organizations and customers,including government agencies,relating to purchases and sales under various contracts.In addition,the Company is subject to indemnification claims under various contracts. From time to time, certain customers of the Company file voluntary petitions for reorganization or liquidation under the U.S. bankruptcy laws.In such cases,certain pre-petition payments received by the Company could be considered preference items and subject to return to the bankruptcy administrator. As of December 31,2014,the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters,if any,has been incurred. However,the ultimate resolutions of these proceedings and matters are inherently unpredictable.As such,the Company's financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters. 15. Equity Investments On November 10,2014 ,the Company acquired a 35%non-controlling interest in Kelway, a UK-based IT solutions provider,which has global supply chain relationships that enable it to conduct business in over 100 countries. The Company paid$86.8 million to acquire its ownership interest in Kelway,with the option to purchase the remaining 65%between June 2015 and June 2017. The Company accounts for its investment in Kelway using the equity method.As of December 31,2014,the amount assigned to goodwill and definite-lived intangible assets related to the 89 Page 1308 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Company's 35%non-controlling equity investment in Kelway was$119.2 million,which represented the excess of the purchase price plus liabilities assumed less tangible assets acquired. 16. Related Party Transactions The Company had previously entered into a management services agreement with the Sponsors pursuant to which they had agreed to provide it with management and consulting services and financial and other advisory services.Pursuant to such agreement,the Sponsors received an annual management fee of$5.0 million and reimbursement of out-of-pocket expenses incurred in connection with the provision of such services. Such amounts were classified as selling and administrative expenses within the consolidated statements of operations. The management services agreement included customary indemnification and provisions in favor of the Sponsors. On July 2,2013,the Company completed an IPO of its common stock. Using a portion of the net proceeds from the IPO,the Company paid a$24.4 million termination fee to affiliates of the Sponsors in connection with the termination of the management services agreement with such entities that was effective upon completion of the IPO.The Company paid an annual management fee of$2.5 million and$5.0 million in the years ended December 31,2013 and 2012,respectively.There was no management fee paid for the year ended December 31,2014. On March 20,2014,the Company repurchased and subsequently canceled$25.0 million aggregate principal amount of the 2019 Senior Notes from an affiliate of Providence Equity. See Note 7 for additional information related to this transaction. 17. Segment Information Segment information is presented in accordance with a"management approach,"which designates the internal reporting used by the chief operating decision-maker for making decisions and assessing performance as the source of the Company's reportable segments. The Company's segments are organized in a manner consistent with which separate financial information is available and evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Company has two reportable segments: Corporate, which is comprised primarily of business customers, and Public,which is comprised of government entities and education and healthcare institutions. The Company also has three other operating segments, CDW Advanced Services, Canada and Kelway,which do not meet the reportable segment quantitative thresholds and, accordingly, are combined together as"Other."In November 2014,the Company acquired a 35%non-controlling equity interest in Kelway. See Note 15 for additional information on Kelway. The Company has centralized logistics and headquarters functions that provide services to the segments. The logistics function includes purchasing,distribution and fulfillment services to support both the Corporate and Public segments.As a result, costs and intercompany charges associated with the logistics function are fully allocated to both of these segments based on a percent of sales. The centralized headquarters function provides services in areas such as accounting,information technology,marketing, legal and coworker services. Headquarters'function costs that are not allocated to the segments are included under the heading of"Headquarters"in the tables below. Depreciation expense is included in Headquarters as it is not allocated among segments or used in measuring segment performance. IPO-and secondary-offering related expenses primarily relating to coworker compensation were included within operating segment results for the year ended December 31,2013. See Note 9 for additional discussion of IPO-and secondary-offering related expenses. The Company allocates resources to and evaluates performance of its segments based on net sales,income(loss) from operations and Adjusted EBITDA, a non-GAAP measure as defined in the Company's credit agreements. However,the Company has concluded that income(loss)from operations is the more useful measure in terms of discussion of operating results, as it is a GAAP measure. Segment information for total assets and capital expenditures is not presented, as such information is not used in measuring segment performance or allocating resources between segments. 90 Page 1309 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Selected Segment Financial Information The following table presents information about the Company's segments for the years ended December 31,2014,2013 and 2012 (in millions) Corporate Public Other Headquarters Total 2014: Net sales $ 6,475.5 $ 4,879.4 $ 719.6 $ - $ 12,074.5 Income(loss)from operations 439.8 313.2 32.9 (112.9) 673.0 Depreciation and amortization expense (96.3) (43.8) (8.8) (59.0) (207.9) 2013: Net sales $ 5,960.1 $ 4,164.5 $ 644.0 $ - $ 10,768.6 Income(loss)from operations°' 363.3 246.5 27.2 (128.4) 508.6 Depreciation and amortization expense (97.3) (44.0) (8.6) (58.3) (208.2) 2012: Net sales $ 5,512.8 $ 4,023.0 $ 592.4 $ - $ 10,128.2 Income(loss)from operations 349.0 246.7 18.6 (103.7) 510.6 Depreciation and amortization expense (97.6) (44.0) (9.3) (59.3) (210.2) (1)Includes$75.0 million of IPO-and secondary-offering related expenses,as follows:Corporate$26.4 million;Public$14.4 million;Other$3.6 million;and Headquarters$30.6 million. Major Customers, Geographic Areas, and Product Mix Net sales to the federal government were$884.2 million, $764.4 million and$964.7 million and accounted for approximately 7%, 7% and 10%of total net sales in 2014,2013 and 2012,respectively.Net sales to customers outside of the U.S.,primarily in Canada,were approximately 4%of the Company's total net sales in 2014,2013 and 2012.Approximately 1%of the Company's long-lived assets were located outside of the U.S. as of December 31,2014 and 2013. The following table presents net sales by major category for the years ended December 31,2014,2013 and 2012. Categories are based upon internal classifications.Amounts for the years ended December 31,2013 and 2012 have been reclassified for certain changes in individual product classifications to conform to the presentation for the year ended December 31,2014 . Year Ended Year Ended Year Ended December 31,2014 December 31,2013 December 31,2012 Percentage Percentage Percentage Dollars in of Total Net Dollars in of Total Net Dollars in of Total Net Millions Sales Millions Sales Millions Sales Notebooks/Mobile Devices $ 2,352.3 19.5% $ 1,698.4 15.8% $ 1,462.8 14.4% NetComm Products 1,615.9 13.4 1,486.3 13.8 1,351.5 13.3 Enterprise and Data Storage (Including Drives) 1,024.3 8.5 999.2 9.3 981.5 9.7 Other Hardware 4,549.2 37.6 4,178.5 38.8 4,075.7 40.3 Software 2,076.7 17.2 1,993.1 18.5 1,877.7 18.5 Services 371.4 3.1 332.7 3.1 285.0 2.8 Other(1) 84.7 0.7 80.4 0.7 94.0 1.0 Total net sales $ 12,074.5 100.0% $ 10,768.6 100.0% $ 10,128.2 100.0% (1) Includes items such as delivery charges to customers and certain commission revenue. 91 Page 1310 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 18. Supplemental Guarantor Information The 2019 Senior Notes,the 2022 Senior Notes, and the 2024 Senior Notes are, and,prior to being redeemed in full,the Senior Subordinated Notes and the Senior Secured Notes,were guaranteed by Parent and each of CDW LLC's direct and indirect, 100% owned,domestic subsidiaries(the"Guarantor Subsidiaries").All guarantees by Parent and Guarantor Subsidiaries are and were joint and several, and full and unconditional;provided that guarantees by the Guarantor Subsidiaries(i)are subject to certain customary release provisions contained in the indentures governing the 2019 Senior Notes,the 2022 Senior Notes, and the 2024 Senior Notes, and (ii)were subject to certain customary release provisions contained in the indentures governing the Senior Subordinated Notes and the Senior Secured Notes until such indentures were satisfied and discharged in 2014. CDW LLC's Canada subsidiary(the"Non-Guarantor Subsidiary")does not guarantee the debt obligations. CDW LLC and CDW Finance Corporation, as co-issuers, are 100%owned by Parent, and each of the Guarantor Subsidiaries and the Non-Guarantor Subsidiary is 100% owned by CDW LLC. On May 9,2014, all of the remaining$42.5 million aggregate principal amount of Senior Subordinated Notes was redeemed in full and the indenture governing the Senior Subordinated Notes was satisfied and discharged. See Note 7 for more information. On August 5,2014, CDW LLC and CDW Finance Corporation, as co-issuers, completed the issuance of$600.0 million aggregate principal amount of 2022 Senior Notes,which is guaranteed by Parent and the Guarantor Subsidiaries. The proceeds from this issuance, along with cash on hand,were used to redeem all of the remaining$325.0 million aggregate principal amount of the Senior Secured Notes and to redeem$234.7 million aggregate principal amount of the 2019 Senior Notes. The indenture governing the Senior Secured Notes was concurrently satisfied and discharged. See Note 7 for more information. On December 1,2014, CDW LLC and CDW Finance Corporation, as co-issuers,completed the issuance of$575.0 million aggregate principal amount of 2024 Senior Notes,which is guaranteed by Parent and the Guarantor Subsidiaries. The proceeds from this issuance, along with cash on hand,were used to redeem$541.4 million aggregate principal amount of the 8.5% Senior Notes. See Note 7 for more information. The following tables set forth condensed consolidating balance sheets as of December 31,2014 and 2013 , consolidating statements of operations for the years ended December 31,2014,2013 and 2012, condensed consolidating statements of comprehensive income for the years ended December 31,2014,2013 and 2012, and condensed consolidating statements of cash flows for the years ended December 31,2014,2013 and 2012,in accordance with Rule 3-10 of Regulation S-X. The consolidating financial information includes the accounts of CDW Corporation(the"Parent Guarantor"),which has no independent assets or operations,the accounts of CDW LLC (the"Subsidiary Issuer"),the combined accounts of the Guarantor Subsidiaries,the accounts of the Non-Guarantor Subsidiary, and the accounts of CDW Finance Corporation(the"Co-Issuer") for the periods indicated. The information was prepared on the same basis as the Company's consolidated financial statements. 92 Page 1311 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidating Balance Sheet December 31,2014 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Assets Current assets: Cash and cash equivalents $ - $ 346.4 $ - $ 24.6 $ - $ (26.5) $ 344.5 Accounts receivable,net - - 1,479.1 82.0 - - 1,561.1 Merchandise inventory - - 333.9 3.6 - - 337.5 Miscellaneous receivables - 56.1 93.3 6.2 - - 155.6 Prepaid expenses and other - 11.0 46.0 1.5 - (3.8) 54.7 Total current assets - 413.5 1,952.3 117.9 - (30.3) 2,453.4 Property and equipment,net - 80.5 55.5 1.2 - - 137.2 Equity investments - 86.7 - - - - 86.7 Goodwill - 751.8 1,439.0 26.8 - - 2,217.6 Other intangible assets,net - 320.0 843.6 5.2 - - 1,168.8 Deferred financing costs,net - 33.0 - - - - 33.0 Other assets 4.3 3.2 0.4 1.4 - (6.1) 3.2 Investment in and advances to subsidiaries 932.2 2,784.5 - - - (3,716.7) - Total assets $ 936.5 $ 4,473.2 $ 4,290.8 $ 152.5 $ - $ (3,753.1) $ 6,099.9 Liabilities and Shareholders' Equity Current liabilities: Accounts payable-trade $ - $ 23.9 $ 671.9 $ 34.7 $ - $ (26.5) $ 704.0 Accounts payable-inventory financing - - 332.1 - - - 332.1 Current maturities of long-term debt - 15.4 - - - - 15.4 Deferred revenue - - 79.9 1.4 - - 81.3 Accrued expenses - 137.8 193.6 7.9 - (4.1) 335.2 Total current liabilities - 177.1 1,277.5 44.0 - (30.6) 1,468.0 Long-term liabilities: Debt - 3,174.6 - - - - 3,174.6 Deferred income taxes - 146.7 331.3 1.3 - (4.3) 475.0 Other liabilities - 42.6 3.7 1.0 - (1.5) 45.8 Total long-term liabilities - 3,363.9 335.0 2.3 - (5.8) 3,695.4 Total shareholders' equity 936.5 932.2 2,678.3 106.2 - (3,716.7) 936.5 Total liabilities and shareholders' equity $ 936.5 $ 4,473.2 $ 4,290.8 $ 152.5 $ - $ (3,753.1) $ 6,099.9 93 Page 1312 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidating Balance Sheet December 31,2013 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Assets Current assets: Cash and cash equivalents $ - $ 196.5 $ - $ 14.0 $ - $ (22.4) $ 188.1 Accounts receivable,net - - 1,375.9 75.1 - - 1,451.0 Merchandise inventory - - 378.9 3.1 - - 382.0 Miscellaneous receivables - 49.9 91.0 5.4 - - 146.3 Prepaid expenses and other - 10.7 33.4 5.1 - (3.1) 46.1 Total current assets - 257.1 1,879.2 102.7 - (25.5) 2,213.5 Property and equipment,net - 69.7 59.6 1.8 - - 131.1 Goodwill - 751.9 1,439.0 29.4 - - 2,220.3 Other intangible assets,net - 338.5 982.8 6.7 - - 1,328.0 Deferred financing costs,net - 30.1 - - - - 30.1 Other assets 4.9 1.4 0.1 0.9 - (5.7) 1.6 Investment in and advances to subsidiaries 706.8 2,909.4 - - - (3,616.2) - Total assets $ 711.7 $ 4,358.1 $ 4,360.7 $ 141.5 $ - $ (3,647.4) $ 5,924.6 Liabilities and Shareholders' Equity Current liabilities: Accounts payable-trade $ - $ 21.4 $ 637.3 $ 26.5 $ - $ (22.4) $ 662.8 Accounts payable-inventory financing - - 256.6 - - - 256.6 Current maturities of long-term debt - 45.4 - - - - 45.4 Deferred revenue - - 89.9 4.9 - - 94.8 Accrued expenses - 163.5 175.1 7.5 - (3.1) 343.0 Total current liabilities - 230.3 1,158.9 38.9 - (25.5) 1,402.6 Long-term liabilities: Debt - 3,205.8 - - - - 3,205.8 Deferred income taxes - 178.3 388.4 1.6 - (4.8) 563.5 Other liabilities - 36.9 3.6 1.4 - (0.9) 41.0 Total long-term liabilities - 3,421.0 392.0 3.0 - (5.7) 3,810.3 Total shareholders' equity 711.7 706.8 2,809.8 99.6 - (3,616.2) 711.7 Total liabilities and shareholders' equity $ 711.7 $ 4,358.1 $ 4,360.7 $ 141.5 $ - $ (3,647.4) $ 5,924.6 94 Page 1313 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consolidating Statement of Operations Year Ended December 31,2014 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Net sales $ - $ - $ 11,542.3 $ 532.2 $ - $ - $ 12,074.5 Cost of sales - - 9,684.9 468.3 - - 10,153.2 Gross profit - - 1,857.4 63.9 - - 1,921.3 Selling and administrative expenses - 112.8 962.3 35.2 - - 1,110.3 Advertising expense - - 134.0 4.0 - - 138.0 (Loss)income from operations - (112.8) 761.1 24.7 - - 673.0 Interest(expense)income,net - (197.7) 0.1 0.3 - - (197.3) Net loss on extinguishments of long- term debt - (90.7) - - - - (90.7) Management fee - 3.9 - (3.9) - - - Other income,net - 1.2 1.5 - - - 2.7 (Loss)income before income taxes - (396.1) 762.7 21.1 - - 387.7 Income tax benefit(expense) - 141.0 (278.1) (5.7) - - (142.8) (Loss)income before equity in earnings of subsidiaries - (255.1) 484.6 15.4 - - 244.9 Equity in earnings of subsidiaries 244.9 500.0 - - - (744.9) - Net income $ 244.9 $ 244.9 $ 484.6 $ 15.4 $ - $ (744.9) $ 244.9 95 Page 1314 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consolidating Statement of Operations Year Ended December 31,2013 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Net sales $ - $ - $ 10,293.3 $ 475.3 $ - $ - $ 10,768.6 Cost of sales - - 8,592.1 416.2 - - 9,008.3 Gross profit - - 1,701.2 59.1 - - 1,760.3 Selling and administrative expenses 24.4 103.9 957.3 35.3 1,120.9 Advertising expense - - 126.8 4.0 - - 130.8 (Loss)income from operations (24.4) (103.9) 617.1 19.8 508.6 Interest(expense)income,net - (250.6) 0.2 0.3 - - (250.1) Net loss on extinguishments of long- term debt - (64.0) - - - - (64.0) Management fee - 4.3 - (4.3) - - - Other(expense)income,net - (0.5) 1.2 0.3 - - 1.0 (Loss)income before income taxes (24.4) (414.7) 618.5 16.1 195.5 Income tax benefit(expense) 9.2 142.2 (209.5) (4.6) (62.7) (Loss)income before equity in earnings of subsidiaries (15.2) (272.5) 409.0 11.5 132.8 Equity in earnings of subsidiaries 148.0 420.5 - - - (568.5) - Net income $ 132.8 $ 148.0 $ 409.0 $ 11.5 $ - $ (568.5) $ 132.8 96 Page 1315 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consolidating Statement of Operations Year Ended December 31,2012 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Net sales $ - $ - $ 9,683.0 $ 445.2 $ - $ - $ 10,128.2 Cost of sales - - 8,071.5 387.1 - - 8,458.6 Gross profit - - 1,611.5 58.1 - - 1,669.6 Selling and administrative expenses - 103.7 891.6 34.2 - - 1,029.5 Advertising expense - - 125.1 4.4 - - 129.5 (Loss)income from operations - (103.7) 594.8 19.5 - - 510.6 Interest(expense)income,net - (308.0) 0.4 0.2 - - (307.4) Net loss on extinguishments of long- term debt - (17.2) - - - - (17.2) Management fee - 3.8 - (3.8) - - - Other income(expense),net - - 0.2 (0.1) - - 0.1 (Loss)income before income taxes - (425.1) 595.4 15.8 - - 186.1 Income tax benefit(expense) - 210.6 (272.6) (5.1) - - (67.1) (Loss)income before equity in earnings of subsidiaries - (214.5) 322.8 10.7 - - 119.0 Equity in earnings of subsidiaries 119.0 333.5 - - - (452.5) - Net income $ 119.0 $ 119.0 $ 322.8 $ 10.7 $ - $ (452.5) $ 119.0 Page 1316 of 1598 97 Page 1317 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidating Statement of Comprehensive Income Year Ended December 31,2014 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Comprehensive income $ 234.6 $ 234.6 $ 484.6 $ 5.1 $ — $ (724.3) $ 234.6 Page 1318 of 1598 98 Page 1319 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidating Statement of Comprehensive Income Year Ended December 31,2013 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Comprehensive income $ 126.1 $ 141.3 $ 409.0 $ 4.8 $ — $ (555.1) $ 126.1 Page 1320 of 1598 99 Page 1321 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidating Statement of Comprehensive Income Year Ended December 31,2012 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Comprehensive income $ 121.5 $ 121.5 $ 322.8 $ 13.2 $ — $ (457.5) $ 121.5 Page 1322 of 1598 100 Page 1323 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidating Statement of Cash Flows Year Ended December 31,2014 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Net cash(used in)provided by operating activities $ - $ (120.4) $ 547.7 $ 11.8 $ - $ (4.1) $ 435.0 Cash flows from investing activities: Capital expenditures - (47.9) (7.1) - - - (55.0) Payment for equity investments - (86.8) - - - - (86.8) Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II - (20.9) - - - - (20.9) Premium payments on interest rate cap agreements - (2.1) - - - - (2.1) Net cash used in investing activities - (157.7) (7.1) - - - (164.8) Cash flows from financing activities: Repayments of long-term debt - (15.4) - - - - (15.4) Proceeds from issuance of long- term debt - 1,175.0 - - - - 1,175.0 Payments to extinguish long- term debt - (1,299.0) - - - - (1,299.0) Payment of debt financing costs - (21.9) - - - - (21.9) Net change in accounts payable- inventory financing - - 75.5 - - - 75.5 Proceeds from stock option exercises - 1.3 - - - - 1.3 Proceeds from Coworker stock purchase plan - 5.8 - - - - 5.8 Dividends paid (33.6) (33.6) Excess tax benefits from equity- based compensation - 0.3 - - - - 0.3 Advances to/from affiliates 33.6 581.9 (616.1) 0.6 Net cash provided by(used in) financing activities - 428.0 (540.6) 0.6 - - (112.0) Effect of exchange rate changes on cash and cash equivalents - - - (1.8) - - (1.8) Net increase in cash and cash equivalents - 149.9 - 10.6 - (4.1) 156.4 Cash and cash equivalents- beginning of period - 196.5 - 14.0 - (22.4) 188.1 Cash and cash equivalents-end of period $ - $ 346.4 $ - $ 24.6 $ - $ (26.5) $ 344.5 101 Page 1324 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidating Statement of Cash Flows Year Ended December 31,2013 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Net cash(used in)provided by operating activities $ (15.2) $ (130.3) $ 508.8 $ 5.5 $ - $ (2.5) $ 366.3 Cash flows from investing activities: Capital expenditures - (40.8) (6.2) (0.1) - - (47.1) Net cash used in investing activities - (40.8) (6.2) (0.1) - - (47.1) Cash flows from financing activities: Proceeds from borrowings under revolving credit facility - 63.0 - - - - 63.0 Repayments of borrowings under revolving credit facility - (63.0) - - - - (63.0) Repayments of long-term debt - (51.1) - - - - (51.1) Proceeds from issuance of long- term debt - 1,535.2 - - - - 1,535.2 Payments to extinguish long- term debt - (2,047.4) - - - - (2,047.4) Payment of debt financing costs - (6.1) - - - - (6.1) Net change in accounts payable- inventory financing - - 7.4 - - - 7.4 Payment of incentive compensation plan withholding taxes - (4.0) (19.6) (0.5) - - (24.1) Net proceeds from issuance of common shares 424.7 424.7 Dividends paid (7.3) (7.3) Advances to/from affiliates (402.2) 892.6 (490.4) Other financing activities - 0.4 - - - - 0.4 Net cash provided by(used in) financing activities 15.2 319.6 (502.6) (0.5) (168.3) Effect of exchange rate changes on cash and cash equivalents - - - (0.7) - - (0.7) Net increase in cash and cash equivalents - 148.5 - 4.2 - (2.5) 150.2 Cash and cash equivalents- beginning of period - 48.0 - 9.8 - (19.9) 37.9 Cash and cash equivalents-end of period $ - $ 196.5 $ - $ 14.0 $ - $ (22.4) $ 188.1 102 Page 1325 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidating Statement of Cash Flows Year Ended December 31,2012 Parent Subsidiary Guarantor Non-Guarantor Consolidating (in millions) Guarantor Issuer Subsidiaries Subsidiary Co-Issuer Adjustments Consolidated Net cash(used in)provided by operating activities $ - $ (204.3) $ 514.2 $ 1.3 $ - $ 6.2 $ 317.4 Cash flows from investing activities: Capital expenditures - (27.0) (14.0) (0.4) - - (41.4) Premium payments on interest rate cap agreements - (0.3) - - - - (0.3) Net cash used in investing activities - (27.3) (14.0) (0.4) - - (41.7) Cash flows from financing activities: Proceeds from borrowings under revolving credit facility - 289.0 - - - - 289.0 Repayments of borrowings under revolving credit facility - (289.0) - - - - (289.0) Repayments of long-term debt - (201.0) - - - - (201.0) Proceeds from issuance of long- term debt - 135.7 - - - - 135.7 Payments to extinguish long- term debt - (243.2) - - - - (243.2) Payment of debt financing costs - (2.1) - - - - (2.1) Net change in accounts payable- inventory financing - - (29.5) - - - (29.5) Advances to/from affiliates - 486.0 (486.5) 0.5 - - - Other financing activities - 2.1 - - - - 2.1 Net cash provided by(used in) financing activities - 177.5 (516.0) 0.5 - - (338.0) Effect of exchange rate changes on cash and cash equivalents - - - 0.3 - - 0.3 Net(decrease)increase in cash and cash equivalents - (54.1) (15.8) 1.7 - 6.2 (62.0) Cash and cash equivalents- beginning ofperiod - 102.1 15.8 8.1 - (26.1) 99.9 Cash and cash equivalents-end of period $ - $ 48.0 $ - $ 9.8 $ - $ (19.9) $ 37.9 103 Page 1326 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 19. Selected Quarterly Financial Results(unaudited) (in millions,except per-share amounts) 2014 First Quarter Second Quarter Third Quarter Fourth Quarter Net Sales Detail: Corporate: Medium/Large $ 1,274.8 $ 1,395.4 $ 1,374.8 $ 1,440.3 Small Business 230.8 260.8 247.9 250.7 Total Corporate 1,505.6 1,656.2 1,622.7 1,691.0 Public: Government 254.2 313.1 441.3 440.8 Education 321.6 527.0 632.8 342.6 Healthcare 394.1 431.5 394.7 385.7 Total Public 969.9 1,271.6 1,468.8 1,169.1 Other 176.8 178.2 174.6 190.0 Net sales $ 2,652.3 $ 3,106.0 $ 3,266.1 $ 3,050.1 Gross profit $ 425.2 $ 496.9 $ 507.3 $ 491.9 Income from operations 135.8 188.2 184.7 164.3 Net income 50.9 86.6 55.6 51.8 Net income per common share (1): Basic 0.30 0.51 0.33 $ 0.30 Diluted 0.30 0.50 0.32 $ 0.30 (in millions,except per-share amounts) 2013 First Quarter Second Quarter Third Quarter Fourth Quarter Net Sales Detail: Corporate: Medium/Large(2) $ 1,180.5 $ 1,308.5 $ 1,241.3 $ 1,322.3 Small Business(2) 223.4 228.9 224.5 230.7 Total Corporate 1,403.9 1,537.4 1,465.8 1,553.0 Public: Government 252.3 295.7 375.3 327.3 Education 232.2 420.6 513.4 282.8 Healthcare 362.3 366.3 355.9 380.4 Total Public 846.8 1,082.6 1,244.6 990.5 Other 161.0 159.3 153.9 169.8 Net sales $ 2,411.7 $ 2,779.3 $ 2,864.3 $ 2,713.3 Gross profit $ 402.0 $ 451.6 $ 458.4 $ 448.3 Income from operations(3) 120.1 153.6 92.9 142.0 Net income(loss)(3) 28.3 46.7 (2.2) 60.0 Net income(loss)per common share(1)(3) Basic 0.19 0.32 (0.01) 0.35 Diluted 0.19 0.32 (0.01) 0.35 (1) Basic and diluted net income(loss)per share are computed independently for each of the quarters presented. Therefore,the sum of quarterly basic and diluted per share information may not equal annual basic and diluted net income(loss)per share. 104 Page 1327 of 1598 Table of Contents CDW CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (2) Net sales for the corporate channels(medium/large and small business)have been restated for all periods presented above to conform with the new corporate hierarchy presented for first quarter of 2014. (3) The third quarter of 2013 included pre-tax IPO-related charges of$74.1 million. See Note 9 for additional discussion of the IPO. 20. Subsequent Events During the first quarter of 2015,the Company entered into six interest rate cap agreements with a combined notional amount of$400.0 million .Under the agreements,the Company made premium payments totaling$0.5 million to the counterparties in exchange for the right to receive payments equal to the amount,if any,by which three-month LIBOR exceeds 2.0%during the agreement period. The interest rate cap agreements are effective from January 14,2015 through January 14,2017. On February 10,2015,the Company announced that its board of directors declared a cash dividend on the Company's common stock of $0.0675 per share. The dividend will be paid on March 10,2015 to all stockholders of record as of the close of business on February 25, 2015. Future dividends will be subject to the approval of the Company's board of directors. 105 Page 1328 of 1598 Table of Contents SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS Years ended December 31,2014,2013 and 2012 Balance at Charged to Balance at Beginning Costs and End of (in millions) ofPeriod Expenses Deductions Period Allowance for doubtful accounts: Year Ended December 31,2014 $ 5.4 $ 5.4 $ (5.1) $ 5.7 Year Ended December 31,2013 5.4 2.8 (2.8) 5.4 Year Ended December 31,2012 5.4 3.9 (3.9) 5.4 Reserve for sales returns: Year Ended December 31,2014 $ 5.1 $ 36.2 $ (36.2) $ 5.1 Year Ended December 31,2013 4.4 35.0 (34.3) 5.1 Year Ended December 31,2012 4.5 33.2 (33.3) 4.4 106 Page 1329 of 1598 Table of Contents Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A.Controls and Procedures Evaluation of Disclosure Controls and Procedures The Company's management,with the participation of the Company's Chief Executive Officer and Chief Financial Officer,has evaluated the effectiveness of the Company's disclosure controls and procedures(as such term is defined in Rulel3a-15(e)or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended(the "Exchange Act"))as of the end of the period covered by this report. Based on such evaluation,the Company's management,including the Company's Chief Executive Officer and Chief Financial Officer,has concluded that, as of the end of such period,the Company's disclosure controls and procedures were effective in recording,processing, summarizing, and reporting, on a timely basis,information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that information is accumulated and communicated to the Company's management,including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely discussions regarding required disclosure. Management's Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a- 15(f)and 15d-15(f)under the Exchange Act. Because of its inherent limitations,internal control over financial reporting may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation.Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31,2014. Management based this assessment on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)in"Internal Control—Integrated Framework(2013 framework)." Based on its assessment,management concluded that, as of December 31,2014,the Company's internal control over financial reporting is effective. Ernst&Young LLP,independent registered public accounting firm,has audited the consolidated financial statements of the Company and the Company's internal control over financial reporting and has included their reports herein. Changes in Internal Control over Financial Reporting There were no changes in the Company's internal control over financial reporting during the fiscal quarter ended December 31,2014 that have materially affected, or are reasonably likely to materially affect,the Company's internal control over financial reporting. 107 Page 1330 of 1598 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of CDW Corporation We have audited CDW Corporation and subsidiaries' internal control over Financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). CDW Corporation and subsidiaries' management is responsible for maintaining effective internal control over Financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that(1)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, CDW Corporation and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31,2014,based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of CDW Corporation and subsidiaries as of December 31,2014 and 2013, and the related consolidated statements of operations, comprehensive income, shareholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2014 of CDW Corporation and subsidiaries and our report dated February 26,2015 expressed an unqualified opinion thereon. /s/Ernst&Young LLP Chicago,Illinois February 26,2015 108 Page 1331 of 1598 Table of Contents Item 9B.Other Information None. 109 Page 1332 of 1598 Table of Contents PART III Item 10.Directors,Managers,Executive Officers and Corporate Governance We have adopted The CDW Way Code, our code of business conduct and ethics,that is applicable to all of our coworkers. Additionally,within The CDW Way Code is a Financial Integrity Code of Ethics that sets forth an even higher standard applicable to our executives,officers,members of our internal disclosure committee and all managers and above in our Finance department.A copy of this code is available on our corporate website at www.cdw.com .If we make any substantive amendments to this code or grant any waiver from a provision to our chief executive officer,principal Financial officer or principal accounting officer,we will disclose the nature of such amendment or waiver on our website or in a report on Form 8-K. See Part I-"Executive Officers"for information about our executive officers,which is incorporated by reference in this Item 10. Other information required under this Item 10 is incorporated herein by reference to our definitive proxy statement for our 2015 annual meeting of stockholders on May 13,2015 ("2015 proxy statement"),which we will file with the SEC on or before 120 days after our 2014 fiscal year-end. Item 11.Executive Compensation Information required under this Item 11 is incorporated herein by reference to the 2015 proxy statement. Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information required under this Item 12 is incorporated herein by reference to the 2015 proxy statement. Item 13.Certain Relationships and Related Transactions,and Director Independence Information required under this Item 13 is incorporated herein by reference to the 2015 proxy statement. Item 14.Principal Accountant Fees and Services Information required under this Item 14 is incorporated herein by reference to the 2015 proxy statement. 110 Page 1333 of 1598 Table of Contents PART IV Item 15.Exhibits and Financial Statement Schedules (a) Financial Statements and Schedules The following documents are Filed as part of this report: (1) Consolidated Financial Statements: Page Report of Independent Registered Public Accounting Firm 59 Consolidated Balance Sheets as of December 31,2014 and 2013 60 Consolidated Statements of Operations for the years ended December 31,2014,2013 and 2012 61 Consolidated Statements of Comprehensive Income for the years ended December 31,2014,2013 and 2012 62 Consolidated Statements of Shareholders' Equity(Deficit)for the years ended December 31,2014,2013 and 2012 63 Consolidated Statements of Cash Flows for the years ended December 31,2014,2013 and 2012 64 Notes to Consolidated Financial Statements 65 (2) Financial Statement Schedules: Page Schedule II—Valuation and Qualifying Accounts 106 All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated Financial statements or notes thereto. (b) Exhibits The information required by this Item is set forth on the exhibit index that follows the signature page of this report. 111 Page 1334 of 1598 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized. CDW CORPORATION Date: February 26,2015 By: /s/Thomas E. Richards Thomas E.Richards Chairman,President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934,this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Page 1335 of 1598 Signature Title Date /s/Thomas E. Richards Chairman,President and Chief Executive Officer February 26,2015 Thomas E. Richards (principal executive officer) and Director /s/Ann E. Ziegler Senior Vice President and Chief Financial Officer February 26,2015 Ann E.Ziegler (principal Financial officer) /s/Virginia L. Seggerman Vice President and Controller February 26,2015 Virginia L. Seggerman (principal accounting officer) /s/Steven W.Alesio Director February 26,2015 Steven W.Alesio /s/Barry K.Allen Director February 26,2015 Barry K.Allen /s/Benjamin D. Chereskin Director February 26,2015 Benjamin D. Chereskin /s/Glenn M. Creamer Director February 26,2015 Glenn M. Creamer /s/Michael J. Dominguez Director February 26,2015 Michael J. Dominguez /s/Paul J. Finnegan Director February 26,2015 Paul J. Finnegan /s/David W.Nelms Director February 26,2015 David W.Nelms /s/Robin P. Selati Director February 26,2015 Robin P. Selati /s/Donna F. Zarcone Director February 26,2015 Donna F. Zarcone 112 Page 1336 of 1598 Table of Contents EXHIBIT INDEX Exhibit Number Description 3.1 Fifth Amended and Restated Certificate of Incorporation of CDW Corporation,previously Filed as Exhibit 3.1 with CDW Corporation's Amendment No. 2 to Form S-1 filed on June 14,2013 (Reg.No. 333-187472)and incorporated herein by reference. 3.2 Amended and Restated By-Laws of CDW Corporation,previously filed as Exhibit 3.2 with CDW Corporation's Amendment No. 2 to Form S-1 filed on June 14,2013 (Reg.No. 333-187472) and incorporated herein by reference. 3.3 Articles of Organization of CDW LLC,previously filed as Exhibit 3.3 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No. 333-169258)and incorporated herein by reference. 3.4 Amended and Restated Limited Liability Company Agreement of CDW LLC,previously filed as Exhibit 3.4 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 3.5 Certificate of Incorporation of CDW Finance Corporation,previously filed as Exhibit 3.5 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No.333-169258) and incorporated herein by reference. 3.6 By-Laws of CDW Finance Corporation,previously filed as Exhibit 3.6 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No. 333-169258)and incorporated herein by reference. 3.7 Amended and Restated Articles of Incorporation of CDW Technologies,Inc.,previously filed as Exhibit 3.7 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No.333-169258)and incorporated herein by reference. 3.8 Amended and Restated By-Laws of CDW Technologies,Inc.,previously filed as Exhibit 3.8 with CDW Corporation's Form S-4 filed on September 7,2010 (Reg.No. 333-169258)and incorporated herein by reference. 3.9 Articles of Organization of CDW Direct,LLC,previously filed as Exhibit 3.9 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No. 333-169258)and incorporated herein by reference. 3.10 Amended and Restated Limited Liability Company Agreement of CDW Direct,LLC,previously filed as Exhibit 3.10 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No. 333-169258) and incorporated herein by reference. 3.11 Articles of Organization of CDW Government LLC,previously filed as Exhibit 3.11 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No. 333-169258)and incorporated herein by reference. Page 1337 of 1598 3.12 Amended and Restated Limited Liability Company Agreement of CDW Government LLC,previously fired as Exhibit 3.12 with CDW Corporation's Form S-4 Filed on September 7,2010(Reg.No. 333-169258) and incorporated herein by reference. 3.13 Articles of Incorporation of CDW Logistics,Inc.,previously Filed as Exhibit 3.14 with CDW Corporation's Form S-3 Filed on July 31,2014(Reg.No. 333-197744)and incorporated herein by reference. 3.14 By-Laws of CDW Logistics,Inc.,previously Filed as Exhibit 3.14 with CDW Corporation's Form S-4 Filed on September 7, 2010(Reg.No.333-169258) and incorporated herein by reference. 4.1 Specimen Common Stock Certificate,previously filed as Exhibit 4.1 with CDW Corporation's Amendment No. 3 to Form S- 1 filed on June 25,2013 (Reg.No. 333-187472)and incorporated herein by reference. 4.2 Indenture,dated as of August 5,2014,by and among CDW LLC, CDW Finance Corporation,the guarantors party thereto and U.S. Bank National Association, as trustee,previously filed as Exhibit 4.1 with CDW Corporation's Form 8-K filed on August 6,2014 and incorporated herein by reference. 113 Page 1338 of 1598 Table of Contents Exhibit Number Description 4.3 Form of 6% Senior Note(included as Exhibit A to Exhibit 4.1),previously Filed as Exhibit 4.2 with CDW Corporation's Form 8-K Filed on August 6,2014 and incorporated herein by reference. 4.4 Senior Note Indenture,dated as of April 13,2011,between CDW Escrow Corporation and U.S. Bank National Association as trustee,previously Filed as Exhibit 4.1 with CDW Corporation's Form 8-K Filed on April 14,2011 and incorporated herein by reference. 4.5 Senior Note Supplemental Indenture,dated as of April 13,2011,by and among CDW LLC, CDW Finance Corporation,the guarantors party thereto and U.S. Bank National Association as trustee,previously Filed as Exhibit 4.2 with CDW Corporation's Form 8-K Filed on April 14,2011 and incorporated herein by reference. 4.6 Second Senior Note Supplemental Indenture,dated as of May 20,2011,by and among CDW LLC, CDW Finance Corporation, CDW Escrow Corporation,the guarantors party thereto and U.S. Bank National Association as Trustee, previously Filed as Exhibit 4.1 with CDW Corporation's Form 8-K Filed on May 23,2011 and incorporated herein by reference. 4.7 Third Senior Note Supplemental Indenture,dated as of February 17,2012,by and among CDW LLC, CDW Finance Corporation,the guarantors party thereto and U.S. Bank National Association as Trustee,previously Filed as Exhibit 4.5 with CDW Corporation's Form 8-K filed on February 17,2012 and incorporated herein by reference. 4.8 Fourth Senior Note Supplemental Indenture,dated as of May 10,2012,by and among CDW LLC, CDW Finance Corporation,the guarantors party thereto and U.S. Bank National Association as trustee,previously filed as Exhibit 4.3 with CDW Corporation's Form 8-K filed on May 11,2012 and incorporated herein by reference. 4.9 Form of Senior Note(included as Exhibit A to Exhibit 4.5),previously filed as Exhibit 4.3 with CDW Corporation's Form 8- K filed on April 14,2011 and incorporated herein by reference. 4.10 Base Indenture,dated as of December 1,2014,by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the guarantors party thereto and U.S. Bank National Association as trustee,previously filed as Exhibit 4.1 with CDW Corporation's Form 8-K filed on December 1,2014 and incorporated herein by reference. 4.11 Supplemental Indenture,dated as of December 1,2014,by and among CDW LLC, CDW Finance Corporation, CDW Corporation the guarantors party thereto and U.S. Bank National Association as trustee,previously filed as Exhibit 4.2 with CDW Corporation's Form 8-K filed on December 1,2014 and incorporated herein by reference. Page 1 339 of 1 598 4.12 Form of 5.5% Senior Note(included as Exhibit B to Exhibit 4.12),previously filed as Exhibit 4.3 with CDW Corporation's Form 8-K filed on December 1,2014 and incorporated herein by reference. 10.1 Amended and Restated Revolving Loan Credit Agreement,dated as of June 6,2014,by and among CDW LLC,the lenders from time to time party thereto,JPMorgan Chase Bank,N.A., as administrative agent, GE Commercial Distribution Finance Corporation, as floorplan funding agent, and the joint lead arrangers,joint bookrunners, co-collateral agents, co-syndication agents and co-documentation agents party thereto,previously filed as Exhibit 10.1 with CDW Corporation's Form 8-K filed on June 9,2014(Reg.No. 333-197744)and incorporated herein by reference. 10.2 Term Loan Agreement,dated as of April 29,2013,by and among CDW LLC,the lenders from time to time party thereto, Barclays Bank PLC, as administrative agent and collateral agent, and the joint lead arrangers,joint bookrunners, co- syndication agents and co-documentation agents party thereto,previously filed as Exhibit 10.1 with CDW Corporation's Form 8-K filed on May 1,2013 and incorporated herein by reference. 10.3 First Amendment to Term Loan Agreement,dated as of May 30,2013,by and among CDW LLC,the lenders from time to time party thereto, and Barclays Bank PLC,as administrative agent and collateral agent,previously filed as Exhibit 10.3 with CDW Corporation's Amendment No. 2 to Form S-1 filed on June 14,2013 (Reg.No. 333-187472)and incorporated herein by reference. 10.4 Incremental Amendment,dated as of July 31,2013,by and among CDW LLC,the lenders party thereto and Barclays Bank PLC, as administrative agent,previously filed as Exhibit 10.1 with CDW Corporation's Form 8-K filed on August 1,2013 and incorporated herein by reference. 114 Page 1340 of 1598 Table of Contents Exhibit Number Description 10.5 Third Amendment to the Term Loan Agreement,dated as of September 12,2013,by and among CDW LLC,the lenders from time to time party thereto and Barclays Bank PLC, as administrative agent and collateral agent,previously Filed as Exhibit 10.2 with CDW Corporation's Form 10-Q Filed on November 7,2013 and incorporated herein by reference. 10.6 Second Amended and Restated Guarantee and Collateral Agreement,dated April 29,2013,by and among CDW LLC,the guarantors party thereto and Barclays Bank PLC, as collateral agent,previously Filed as Exhibit 10.2 with CDW Corporation's Form 8-K Filed on May 1,2013 and incorporated herein by reference. 10.7 Management Services Agreement,dated as of October 12,2007,by and between CDW Corporation,Madison Dearborn Partners V-B,L.P. and Providence Equity Partners L.L.C.,previously Filed as Exhibit 10.9 with CDW Corporation's Form S-4 Filed on September 7,2010 (Reg.No. 333-169258)and incorporated herein by reference. 10.8 Termination Agreement,dated as of June 12,2013,by and among CDW Corporation,Madison Dearborn Partners V-B,L.P. and Providence Equity Partners L.L.C.,previously Filed as Exhibit 10.6 with CDW Corporation's Amendment No.2 to Form S-1 filed on June 14,2013 (Reg.No. 333-187472)and incorporated herein by reference. 10.9 Registration Agreement,dated as of October 12,2007,by and among VH Holdings,Inc.,CDW Holdings LLC,Madison Dearborn Capital Partners V-A,L.P.,Madison Dearborn Capital Partners V-C,L.P.,Madison Dearborn Partners V Executive-A,L.P.,Providence Equity Partners VI L.P.,Providence Equity Partners VI-A L.P., and the other securityholders party thereto,previously filed as Exhibit 10.10 with CDW Corporation's Form S-4 filed on September 7,2010 (Reg.No. 333-169258) and incorporated herein by reference. 10.10 Withdrawal from Registration Agreement,dated as of November 12,2013,by and between CDW Corporation and Paul S. Shain,previously filed as Exhibit 10.10 with CDW Corporation's Form 10-K filed on March 5,2014 and incorporated herein by reference. 10.11 Withdrawal from Registration Agreement,dated as of November 20,2013,by and among CDW Corporation,James R. Shanks and BOS Holdings,LLC,previously filed as Exhibit 10.11 with CDW Corporation's Form 10-K filed on March 5, 2014 and incorporated herein by reference. 10.12 Withdrawal from Registration Agreement,dated as of August 27,2014,by and between CDW Corporation,John A. Edwardson and Whispering Pines Capital LLC ,previously filed as Exhibit 10.1 with CDW Corporation's Form 10-Q filed on November 12,2014 and incorporated herein by reference. 10.13§ Amended and Restated Compensation Protection Agreement,dated as of March 24,2014,by and among CDW Corporation, CDW LLC and Thomas E. Richards,previously filed as Exhibit 10.1 with CDW Corporation's Form 8-K filed on March 28, 2014 and incorporated herein by reference. 10.14§ Form of Compensation Protection Agreement(executive officers other than Thomas E.Richards),pr0vwk FAW a9INN'T 10.2 with CDW Corporation's Form 8-K Filed on March 28,2014 and incorporated herein by reference. 10.15§ Form of Noncompetition Agreement under the Compensation Protection Agreement,previously Filed as Exhibit 10.3 with CDW Corporation's Form 8-K filed on March 28,2014 and incorporated herein by reference. 10.16§ Letter Agreement,dated as of September 13,2011,by and between CDW Direct,LLC and Christina M. Corley,previously filed as Exhibit 10.31 with CDW Corporation's Form 10-K filed on March 9,2012 and incorporated herein by reference. 10.17§ Form of Indemnification Agreement by and between CDW Corporation and its directors and officers,previously filed as Exhibit 10.32 with CDW Corporation's Amendment No. 2 to Form S-1 filed on June 14,2013 (Reg.No.333-187472)and incorporated herein by reference. 10.18 Stockholders Agreement,dated as of June 10,2013,by and among CDW Corporation,Madison Dearborn Capital Partners V-A,L.P.,Madison Dearborn Capital Partners V-C,L.P.,Madison Dearborn Capital Partners V Executive-A,L.P., Providence Equity Partners VI L.P.,Providence Equity Partners VI-A L.P. and the other securityholders party thereto, previously filed as Exhibit 10.33 with CDW Corporation's Amendment No. 2 to Form S-1 filed on June 14,2013 (Reg.No. 333-187472) and incorporated herein by reference. 115 Page 1342 of 1598 Table of Contents Exhibit Number Description 10.19§ CDW Corporation 2013 Senior Management Incentive Plan,previously Filed as Exhibit 10.34 with CDW Corporation's Amendment No. 2 to Form S-1 Filed on June 14,2013 (Reg.No. 333-187472)and incorporated herein by reference. 10.20§ CDW Corporation 2013 Long-Term Incentive Plan,previously Filed as Exhibit 10.35 with CDW Corporation's Amendment No. 2 to Form S-1 Filed on June 14,2013 (Reg.No. 333-187472) and incorporated herein by reference. 10.21§ CDW Corporation Coworker Stock Purchase Plan,previously Filed as Exhibit 10.36 with CDW Corporation's Amendment No. 2 to Form S-1 Filed on June 14,2013 (Reg.No. 333-187472) and incorporated herein by reference. 10.22§ Form of CDW Corporation Option Award Notice and Stock Option Agreement(executed by Thomas E. Richards), previously Filed as Exhibit 10.37 with CDW Corporation's Amendment No. 2 to Form S-1 Filed on June 14,2013 (Reg.No. 333-187472)and incorporated herein by reference. 10.23§ Form of CDW Corporation Option Award Notice and Stock Option Agreement(executed by Neal J. Campbell and Christina M. Corley),previously Filed as Exhibit 10.38 with CDW Corporation's Amendment No. 2 to Form S-1 Filed on June 14, 2013 (Reg.No.333-187472) and incorporated herein by reference. 10.24§ Form of CDW Corporation Restricted Stock Award Notice and Restricted Stock Award Agreement(executed by Thomas E. Richards,Dennis G. Berger,Douglas E. Eckrote,Christine A. Leahy,Jonathan J. Stevens and Ann E. Ziegler),previously Filed as Exhibit 10.12 with CDW Corporation's Form 10-Q Filed on August 12,2013 and incorporated herein by reference. 10.25§ Form of CDW Corporation Restricted Stock Award Notice and Restricted Stock Award Agreement(executed by Neal J. Campbell, Christina M. Corley, Christina V. Rother and Matthew A. Troka),previously Filed as Exhibit 10.13 with CDW Corporation's Form 10-Q Filed on August 12,2013 and incorporated herein by reference. 10.26§ CDW Amended and Restated Restricted Debt Unit Plan,previously Filed as Exhibit 10.3 with CDW Corporation's Form 10- Q Filed on November 7,2013 and incorporated herein by reference. 10.27§ Form of CDW Restricted Debt Unit Grant Notice and Agreement(executed by Thomas E.Richards,Dennis G. Berger, Douglas E. Eckrote, Christine A. Leahy,Jonathan J. Stevens and Ann E. Ziegler),previously filed as Exhibit 10.23 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No. 333-169258) and incorporated herein by reference. 10.28§ Form of CDW Restricted Debt Unit Grant Notice and Agreement(executed by Neal J. Campbell,Christina M. Corley, Christina V. Rother and Matthew A. Troka and to be used for certain future grantees),previously filed as Exhibit 10.24 with CDW Corporation's Form S-4 filed on September 7,2010(Reg.No. 333-169258) and incorporated herein by reference. Page 1343 of 1598 10.296 Form of Stock ODtion Aereement(executive officers) under the CDW Comoration 2013 Lone-Term Incentive Plan. previously Filed as Exhibit 10.4 with CDW Corporation's Form 10-Q Filed on May 12,2014 and incorporated herein by reference. 10.30§ Form of Performance Share Unit Award Agreement(executive officers) under the CDW Corporation 2013 Long-Term Incentive Plan,previously Filed as Exhibit 10.5 with CDW Corporation's Form 10-Q Filed on May 12,2014 and incorporated herein by reference. 10.31§* Form of Performance Share Award Agreement(executive officers)under the CDW Corporation 2013 Long-Term Incentive Plan. 10.32§ Form of Non-Employee Director Restricted Stock Unit Award Agreement under the CDW Corporation 2013 Long-Term Incentive Plan,previously Filed as Exhibit 10.6 with CDW Corporation's Form 10-Q Filed on May 12,2014 and incorporated herein by reference. 12.1* Computation of ratio of earnings to Fixed charges. 21.1 List of subsidiaries,previously Filed as Exhibit 21.1 with CDW Corporation's Form S-4 Filed on April 13,2012(Reg.No. 333-180715)and incorporated herein by reference. 116 Page 1344 of 1598 Table of Contents Exhibit Number Description 23.1* Consent of Ernst&Young LLP. 3 1.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a)or Rule 15d-14(a)under the Securities Exchange Act of 1934. 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a)or Rule 15d-14(a)under the Securities Exchange Act of 1934. 32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350. 32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350. 101.INS* XBRL Instance Document l0l.SCH* XBRL Taxonomy Extension Schema Document l0l.CAL* XBRL Taxonomy Extension Calculation Linkbase Document l0l.DEF* XBRL Taxonomy Extension Definition Linkbase Document l0l.LAB* XBRL Taxonomy Extension Label Linkbase Document l0l.PRE* XBRL Taxonomy Extension Presentation Linkbase Document * Filed herewith ** These items are furnished and not filed. § A management contract or compensatory arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K. 117 Page 1345 of 1598 Exhibit 10.31 CDW CORPORATION 2013 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT CDW Corporation, a Delaware corporation(the " Company"),hereby grants to the individual(the "Holder") named in the award notice attached hereto(the "Award Notice") as of the date set forth in the Award Notice (the "Grant Date pursuant to the provisions of the CDW Corporation 2013 Long-Term Incentive Plan(the "Plan"), a performance share award(the "Award")with respect to the number of shares of the Company's Common Stock,par value $0.01 per share (" Stock"), set forth in the Award Notice,upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement(the " Agreement"). Capitalized terms not defined herein shall have the meanings specified in the Plan. 1. Award Subject to Acceptance of Agreement. The Award shall be null and void unless the Holder(a) accepts this Agreement by executing the Award Notice in the space provided therefor and returning an original execution copy of the Award Notice to the Company (or electronically accepting this Agreement within the Holder's stock plan account with the Company's stock plan administrator according to the procedures then in effect)and(b)if requested by the Company, executes and returns one or more irrevocable stock powers to facilitate the transfer to the Company (or its assignee or nominee) of all or a portion of the shares subject to the Award, if shares are forfeited pursuant to Section 3 hereof or if required under applicable laws or regulations. As soon as practicable after the Holder has accepted this Agreement and executed such stock power or powers and returned the same to the Company, the Company shall cause to be issued in the Holder's name the maximum number of shares of Stock subject to the Award. 2. Rights as a Stockholder. The Holder shall have the right to vote the shares of Stock subject to the Award unless and until such shares are forfeited pursuant to Section 3 hereof. As of each date on which the Company pays a cash dividend on the shares of Stock subject to the Award(a"Dividend Date "), the dividend shall be used to purchase from the Company a number of shares equal to (i)the product of the total number of shares subject to the Award immediately prior to such Dividend Date multiplied by the dollar amount of the cash dividend paid per share of Stock by the Company on such Dividend Date, divided by(ii)the Fair Market Value of a share of Stock on such Dividend Date. Any such additional shares shall be subject to the same vesting conditions and other terms set forth herein as the shares to which they relate. The shares of Stock subject to the Award may be held by a custodian in book entry form with the restrictions on such shares duly noted or, alternatively, the Company may hold the certificate or certificates representing such shares,in either case until the Award shall have vested, in whole or in part,pursuant to Section 3 hereof. As soon as practicable after shares of Stock shall have vested pursuant to Section 3 hereof, subject to Section 4 hereof, the restrictions shall be removed from those of such shares that are held in book entry form, and the Company shall deliver to the Holder any certificate or certificates representing those of such shares that are held by the Company and destroy or return to the Holder the stock power or powers relating to such shares. Any shares of Stock that do not become vested and are forfeited pursuant to Section 3 shall be transferred to the Company (or its assignee or nominee). Exec Form 1 Page 1346 of 1598 3. Restriction Period and Vesting . 3.1. Performance-Based Vesting Conditions . Subject to the remainder of this Section 3 , the Stock shall vest pursuant to the terms of this Agreement and the Plan based on the achievement of the performance goals set forth in the Award Notice over the performance period set forth in the Award Notice (the "Performance Period I'),provided that that the Holder remains in continuous employment with the Company through the end of the Performance Period. Attainment of the performance goals shall be determined and certified by the Committee in writing prior to the vesting of the Award.Any shares of Stock subject to the portion of the Award that does not become vested due to the failure of the Company to achieve the performance goals at the maximum levels of performance shall be forfeited and transferred to the Company (or its assignee or nominee). 3.2. Termination of Employment (a) Termination due to Retirement, Death or Disability . If the Holder's employment with the Company terminates prior to the end of the Performance Period and prior to a Change in Control by reason of the Holder's Retirement, death or a termination by the Company due to Disability, the Performance Period shall continue through the last day thereof and the Holder shall be entitled to a prorated Award,provided that the Holder has continuously complied with the Restrictive Covenants. Such prorated Award shall be equal to the number of shares earned at the end of the Performance Period based on the actual performance during the Performance Period multiplied by a fraction, the numerator of which shall equal the number of full months in the Performance Period during which the Holder was employed by the Company and the denominator of which shall equal 36. Attainment of the performance goals shall be determined and certified by the Committee in writing prior to the vesting of the Award. Any shares of Stock subject to the portion of the Award that does not become vested shall be forfeited and transferred to the Company(or its assignee or nominee). (b) Termination other than due to Retirement, Death or Disability . If the Holder's employment with the Company terminates prior to the end of the Performance Period and prior to a Change in Control by reason of(i)the Company's termination of the Holder's employment for any reason other than death or Disability or(ii)the Holder's resignation for any reason other than Retirement, then the Award shall be immediately forfeited by the Holder and cancelled by the Company. The shares of Stock subject to the Award shall be forfeited and transferred to the Company(or its assignee or nominee). 3.3. Change in Control . (a) Satisfaction of Performance Goals . If a Change in Control occurs prior to the 24-month anniversary of the first day of the Performance Period, the Performance Period shall end as of the date of the Change in Control and the performance goals set forth in Section 3.1 shall be deemed to have been satisfied at the target level. If the Change in Control occurs on or after the 24-month anniversary of the first day of the Performance Period, the Performance Period shall end as of the date of the Change in Control, and the number of shares of Stock earned pursuant to Section 3.1 shall be based on the projected level of performance through the end of the Performance Period, as determined by the Committee prior to the date of the Change in Control based on performance through the date of such determination. If the Change in Control occurs after the date on which the Participant's employment is terminated by reason of death, Disability or Retirement,pursuant to Section 3.2(a) , the number of shares earned for purposes of such section shall be determined as of the date of the Change in Control in accordance with this Section 3.3(a) and shall be vested as of the date of such Change in Control. Any shares of Stock subject to the 2 Page 1347 of 1598 portion of the Award that does not become vested shall be forfeited and transferred to the Company(or its assignee or nominee). (b) Vesting of Award Not Assumed . In the event of a Change in Control prior to the end of the Performance Period pursuant to which the Award is not effectively assumed or continued by the surviving or acquiring corporation in such Change in Control(as determined by the Board or Committee, with appropriate adjustments to the number and kind of shares, in each case, that preserve the value of the shares subject to the Award and other material terms and conditions of the outstanding Award as in effect immediately prior to the Change in Control),the Award shall vest as of the date of the Change in Control,based on the performance level determined in accordance with Section 3.3(a) . Any shares of Stock subject to the portion of the Award that does not become vested shall be forfeited and transferred to the Company(or its assignee or nominee). (c) Vesting of Award Assumed . In the event of a Change in Control prior to the end of the Performance Period pursuant to which the Award is effectively assumed or continued by the surviving or acquiring corporation in such Change in Control(as determined by the Board or Committee, with appropriate adjustments to the number and kind of shares, in each case, that preserve the value of the shares subject to the Award and other material terms and conditions of the outstanding Award as in effect immediately prior to the Change in Control) and(i)the Holder remains continuously employed through the end of the Performance Period, (ii)the Company terminates the Holder's employment without Cause or the Holder resigns for Good Reason within 24 months following such Change in Control and the Holder executes and does not revoke a waiver and release of claims in the form prescribed by the Company within 60 days after the date of such termination or(iii)the Holder's employment terminates due to death, Disability or Retirement following such Change in Control, in any such case, the Award shall vest based on the performance level determined in accordance with Section 3.3(a)hereof as of the end of the Performance Period or, if earlier, the Holder's termination of employment;provided that to the extent that any Required Tax Payments are due prior to such vesting date, the Company shall withhold whole shares of Stock from the number of shares subject to the Award having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises, equal to the Required Tax Payments, in accordance with Section 6.1 . In the case of a termination pursuant to clause (ii)of this Section 3.3(c)(termination without Cause or resignation for Good Reason), the Award shall vest in full, and in the case of a termination pursuant to clause (iii) of this Section 3.3 c (death, Disability or Retirement), the Award shall be prorated in accordance with, and subject to the terms of, Section 3.2(a) . If, following a Change in Control, the Holder experiences a termination of employment other than as set forth in this Section 3.3 (c) , the Award shall be immediately forfeited by the Holder and cancelled by the Company. Any shares of Stock subject to the portion of the Award that does not become vested shall be forfeited and transferred to the Company(or its assignee or nominee). 3.4. Definitions . (a) Cause . For purposes of this Award, " Cause "shall mean one or more of the following: (A)Holder's refusal (after written notice and reasonable opportunity to cure)to perform duties properly assigned which are consistent with the scope and nature of Holder's position; (B)Holder's commission of an act materially and demonstrably detrimental to the financial condition and/or goodwill of the Company or any of its Subsidiaries, which act constitutes gross negligence or willful misconduct in the performance of duties to the Company or any of its Subsidiaries; (C)Holder's commission of any theft, fraud, act of dishonesty or breach of trust resulting in or intended to result in material personal gain or enrichment of Holder at the direct or indirect expense of the Company or any of its Subsidiaries; (D)Holder's conviction of, or plea of guilty or nolo contendere to, a felony; (E)Holder's material violation of 3 Page 1348 of 1598 any Restrictive Covenant; or(F)Holder's material and willful violation of the Company's written policies or of Holder's statutory or common law duty of loyalty to the Company or its affiliates that in either case is materially injurious to the Company, monetarily or otherwise. No act or failure to act will be considered"willful" (x)unless it is done, or omitted to be done,by Holder in bad faith or without reasonable belief that Holder's action or omission was in the best interests of the Company or(y)if it is done, or omitted to be done, in reliance on the informed advice of the Company's outside counsel or independent accountants or at the express direction of the Board. (b) Disability . For purposes of this Award, "Disability" shall mean the Holder's absence from the Holder's duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Holder's incapacity due to physical or mental illness, or under such other circumstances as the Committee determines, in its sole discretion, constitute a Disability. (c) Good Reason..For purposes of this Award, " Good Reason"shall mean that the Holder resigns from employment with the Company and its Subsidiaries as a result of one or more of the following reasons: (i)the Company reduces the amount of the Holder's base salary or cash bonus opportunity(it being understood that the Board shall have discretion to set the Company's and the Holder's personal performance targets to which the cash bonus will be tied), (ii)the Company adversely changes the Holder's reporting responsibilities, titles or office as in effect as of the date hereof or reduces his/her position, authority, duties,responsibilities or status materially inconsistent with the positions, authority, duties,responsibilities or status the Holder then holds, (iii)any successor to the Company in any merger, consolidation or transfer of assets does not expressly assume any material obligation of the Company to the Holder under any agreement or plan pursuant to which the Holder receives benefits or rights, or(iv)the Company changes the Holder's place of work to a location more than fifty(50)miles from the Holder's present place of work;provided, however, that the occurrence of any such condition shall not constitute Good Reason unless (A)the Holder provides written notice to the Company of the existence of such condition not later than 60 days after the Holder knows or reasonably should know of the existence of such condition, (B)the Company fails to remedy such condition within 30 days after receipt of such notice and(C)the Holder resigns due to the existence of such condition within 60 days after the expiration of the remedial period described in clause (B)hereof. (d) Restrictive Covenant. For purposes of this Award, "Restrictive Covenant" shall mean any non- competition, non-solicitation, confidentiality or protection of trade secrets (or similar provision regarding intellectual property) covenant by which Holder is bound under any agreement between Holder and the Company and its Subsidiaries. (e) Retirement. For purposes of this Award, "Retirement" shall mean Holder's termination of employment at a time when(i)the Holder has attained age 55 and(B)the sum of the Holder's age and years of employment with or service to the Company or its Subsidiaries equals or exceeds 65;provided that such termination occurs at least six months after the Grant Date. 4. Clawback of Proceeds . 4.1. Clawback of Proceeds . This award is subject to the clawback provisions in Section 5.15 of the Plan. In addition, if the Holder materially violates any Restrictive Covenant and such violation occurs on or before the third anniversary of the date of the Holder's termination of employment: (i)the Award shall be forfeited and(ii) any and all Performance Share Proceeds (as hereinafter defined) shall be immediately due and payable by the Holder to the Company. For purposes of this Section, "Performance Share Proceeds " shall mean, with respect to any portion of the Award which becomes 4 Page 1349 of 1598 vested later than 24 months prior to the date of the Holder's termination of employment or service with the Company, the Fair Market Value of a share of Common Stock on the date such portion of the Award became vested,multiplied by the number of shares of Common Stock that became vested. The remedy provided by this Section shall be in addition to and not in lieu of any rights or remedies which the Company may have against the Holder in respect of a breach by the Holder of any duty or obligation to the Company. 4.2. Right of Setoff. The Holder agrees that by accepting the Award the Holder authorizes the Company and its affiliates to deduct any amount or amounts owed by the Holder pursuant to this Section 4 from any amounts payable by or on behalf of the Company or any affiliate to the Holder, including, without limitation, any amount payable to the Holder as salary, wages, vacation pay,bonus or the vesting or settlement of the Award or any stock-based award. This right of setoff shall not be an exclusive remedy and the Company's or an affiliate's election not to exercise this right of setoff with respect to any amount payable to the Holder shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Holder or any other remedy. 5. Transfer Restrictions and Investment Representation. 5.1. Nontransferability of Award. The Award may not be transferred by the Holder other than by will or the laws of descent and distribution. Except to the extent permitted by the foregoing sentence, the Award may not be sold, transferred, assigned,pledged, hypothecated, encumbered or otherwise disposed of(whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign,pledge,hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void. 5.2. Investment Representation . The Holder hereby covenants that(a) any sale of any share of Stock acquired upon the vesting of the Award shall be made either pursuant to an effective registration statement under the Securities Act of 1933, as amended(the " Securities Act"), and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws and(b)the Holder shah comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance of the shares and, in connection therewith, shall execute any documents which the Committee shall in its sole discretion deem necessary or advisable. 6. Additional Terms and Conditions of Award. 6.1. WithholdingTaxes axes . As a condition precedent to the vesting of the Award and the delivery of the Stock hereunder, at the Company's discretion either(i)the Holder shall pay to the Company such amount as the Company(or an affiliate) determines is required,under all applicable federal, state, local, foreign or other laws or regulations, to be withheld and paid over as income or other withholding taxes (the "Required Tax Payments ")with respect to the Award or(ii)the Company or an affiliate may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company or an affiliate to the Holder, which may include the withholding of whole shares of Stock which would otherwise be delivered to the Holder having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises, equal to the Required Tax Payments, in either case in accordance with such terms, conditions and procedures that may be prescribed by the Company. Shares of stock withheld may not have a Fair Market Value in excess of the Company's minimum statutory withholding requirements for the Required Tax Payments; 5 Page 1350 of 1598 provided, however, that if a fraction of a share of Stock would be required to satisfy the minimum amount of the Required Tax Payments, then the number of shares of Stock to be withheld may be rounded up to the next nearest whole share of Stock. Notwithstanding the foregoing, if the Required Tax Payments are due prior to the date the Company determines the number of shares of Stock that have become vested,the amount of the Required Tax Payments, including the number of shares withheld to pay such Required Tax Payments, may be based on a reasonable estimate of the number of shares that are expected to become vested. No certificate representing a share of Stock shall be delivered until the Required Tax Payments have been satisfied in full. A determination by the Company to satisfy the Required Tax Payments by withholding shares of Stock shall be made by the Committee if the Holder is subject to Section 16 of the Exchange Act. 6.2. Compliance with Applicable Law . The Award is subject to the condition that if the listing,registration or qualification of the shares of Stock subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares hereunder, the shares of Stock subject to the Award shall not be delivered, in whole or in part,unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained,free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing,registration, qualification, consent, approval or other action. 6.3. Award Confers No Rights to Continued Employment. In no event shall the granting of the Award or its acceptance by the Holder, or any provision of the Agreement or the Plan, give or be deemed to give the Holder any right to continued employment by the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment of any person at any time. 6.4. Decisions of Board or Committee . The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final,binding and conclusive. 6.5. Successors . This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall,upon the death of the Holder, acquire any rights hereunder in accordance with this Agreement or the Plan. 6.6. Notices .All notices,requests or other communications provided for in this Agreement shall be made, if to the Company, to CDW Corporation,Attn: General Counsel, 200 N. Milwaukee Avenue, Vernon Hills,Illinois 60061, and if to the Holder, to the last known mailing address of the Holder contained in the records of the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing either(a)by personal delivery, (b)by facsimile or electronic mail with confirmation of receipt, (c)by mailing in the United States mails or(d)by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery,upon confirmation of receipt of facsimile or electronic mail transmission or upon receipt by the party entitled thereto if by United States mail or express courier service; provided, however, that if a notice,request or other communication sent to the Company is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company. 6.7. Governing Law . This Agreement, the Award and all determinations made and actions taken pursuant hereto and thereto, to the extent not governed by the laws of the United States, 6 Page 1351 of 1598 shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws. 6.8. Agreement Subject to the Plan . This Agreement is subject to the provisions of the Plan and shall be interpreted in accordance therewith.In the event that the provisions of this Agreement and the Plan conflict, the Plan shall control. The Holder hereby acknowledges receipt of a copy of the Pian. 6.9. Entire Agreement. This Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Holder with respect to the subject matter hereof, and may not be modified adversely to the Holder's interest except by means of a writing signed by the Company and the Holder. 6.10. Partial Invalidity-. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted. 6.11. Amendment and Waiver. The Company may amend the provisions of this Agreement at any time; provided that an amendment that would adversely affect the Holder's rights under this Agreement shall be subject to the written consent of the Holder. No course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity,binding effect or enforceability of this Agreement. 6.12. Compliance With Section 409A of the Code . This Award is intended to be exempt from Section 409A of the Code, and shah be interpreted and construed accordingly. 7 Page 1352 of 1598 EXHIBIT 12.1 CDW CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (unaudited) Years ended December 31, (dollars in millions) 2010 2011 2012 2013 2014 Computation of earnings: Income(loss)before income taxes and adjustment for(income)loss from equity $ (37.1) $ 28.3 $ 185.8 $ 194.9 $ 385.5 investees 1.1 0.2 0.5 1.2 1.0 Distributed income from equity investees Fixed charges 254.3 202.8 420.7 324.9 312.4 $ 353.7 $ 499.4 $ 450.2 $ 589.4 Total earnings $ 383.8 Computation of fixed charges: Interest expense $ 394.7 $ 302.0 $ 294.4 $ 241.8 $ 191.3 Amortization of deferred financing costs and debt premium 18.0 15.7 13.6 8.8 6.4 Portion of rent expense representative of 8.0 7.2 4.4 3.7 5.1 interest ° Total fixed charges $ 420.7 $ 324.9 $ 312.4 $ 254.3 $ 202.8 Ratio of earnings to fixed charges 1.1 1.6 1.8 2.9 h Fixed charges include a reasonable estimation of the interest factor included in rental expense. (2) For the year ended December 31,2010,earnings available for fixed charges were inadequate to cover fixed charges by$37.0 million. Page 1353 of 1598 Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement(Form S-3 ASR No. 333-199425) of CDW Corporation, and (2) Registration Statement(Form S-8 No. 333-189622)pertaining to the 2013 Long-Term Incentive Plan and Coworker Stock Purchase Plan of CDW Corporation; of our reports dated February 26, 2015, with respect to the consolidated financial statements and schedule of CDW Corporation and subsidiaries and the effectiveness of internal control over financial reporting of CDW Corporation and subsidiaries included in this Annual Report(Form 10-K) of CDW Corporation for the year ended December 31, 2014. /s/Ernst& Young LLP Chicago, Illinois February 26, 2015 Page 1354 of 1598 Exhibit 31.1 CERTIFICATION PURSUANT TO RULE 13a-14(a)or 15d-14(a)UNDER THE SECURITIES EXCHANGE ACT OF 1934 I,Thomas E.Richards,certify that: 1. I have reviewed this annual report on Form 10-K of CDW Corporation(the "registrant"); 2. Based on my knowledge,this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,in light of the circumstances under which such statements were made,not misleading with respect to the period covered by this report; 3. Based on my knowledge,the Financial statements, and other Financial information included in this report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for,the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f)and 15d-15(f))for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant,including its consolidated subsidiaries,is made known to us by others within those entities,particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; C. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter(the registrant's fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect,the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed,based on our most recent evaluation of internal control over financial reporting,to the registrant's auditors and the audit committee of registrant's board of directors(or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record,process, summarize and report financial information; and b. Any fraud,whether or not material,that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/Thomas E. Richards Thomas E. Richards Chairman,President and Chief Executive Officer CDW Corporation February 26,2015 Page 1355 of 1598 Exhibit 31.2 CERTIFICATION PURSUANT TO RULE 13a-14(a)or 15d-14(a)UNDER THE SECURITIES EXCHANGE ACT OF 1934 I,Ann E. Ziegler, certify that: 1. I have reviewed this annual report on Form 10-K of CDW Corporation(the "registrant"); 2. Based on my knowledge,this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,in light of the circumstances under which such statements were made,not misleading with respect to the period covered by this report; 3. Based on my knowledge,the Financial statements, and other Financial information included in this report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for,the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f)and 15d-15(f))for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant,including its consolidated subsidiaries,is made known to us by others within those entities,particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; C. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter(the registrant's fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect,the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed,based on our most recent evaluation of internal control over financial reporting,to the registrant's auditors and the audit committee of registrant's board of directors(or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record,process, summarize and report financial information; and b. Any fraud,whether or not material,that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/Ann E. Ziegler Ann E.Ziegler Senior Vice President and Chief Financial Officer CDW Corporation February 26,2015 Page 1356 of 1598 Exhibit 32.1 CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE I,Thomas E.Richards,the chief executive officer of CDW Corporation("CDW"), certify that(i)the Annual Report on Form 10-K for the year ended December 31,2014 (the"10-K")of CDW fully complies with the requirements of Section 13(a)or 15(d)of the Securities Exchange Act of 1934 and(ii)the information contained in the 10-K fairly presents,in all material respects,the Financial condition and results of operations of CDW. /s/Thomas E. Richards Thomas E. Richards Chairman,President and Chief Executive Officer CDW Corporation February 26,2015 Page 1357 of 1598 Exhibit 32.2 CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE I,Ann E. Ziegler,the chief Financial officer of CDW Corporation("CDW"), certify that(i)the Annual Report on Form 10-K for the year ended December 31,2014 (the"10-K") of CDW fully complies with the requirements of Section 13(a)or 15(d) of the Securities Exchange Act of 1934 and(ii)the information contained in the 10-K fairly presents,in all material respects,the Financial condition and results of operations of CDW. /s/Ann E. Ziegler Ann E.Ziegler Senior Vice President and Chief Financial Officer CDW Corporation February 26,2015 Page 1358 of 1598 NA8PQVouePontISoftware Value-Added Reseller Services Attachment B Methodology thdNgy 1 . Overall Approach Requirement 1. Offeror eheU describe its overall approach to providing solicited services. Include how Offeror plans to meet or exceed requirementsofthe Scope ofWork and Termaand Conditions. se /#COVV. our software business is the single largest category, with sales generating over$3 billion annually. This encompasses both traditional software licensing and subscription-based Software-as- a-Service (SaaS) licensing models. We offer innovative value-added benefits (detailed further in requirement 7)to enhance the procurement process, lower administrative costs, and reduce the risk ofnoncompliance associate with volume software licensing. To meet—and exceed—the needs of the NASPO ValuePoint contract customers, as delineated in the Scope of Work and Terms and Conditions, CDW-G presents our custornizable customer website, dedicated account managers and software licensing specialists, industry-best customer service, a streamlined software-management system, and direct, timely support. CDW-G has proposed changes to the Terms and Conditions that are detailed within Attachment D, per the requirements ofExecutive Summary. Most ofthe proposed changes are adirect result ofour status as an authorized reseller of licensing, where terms are currently drafted as if the awardee is the publisher. We appreciate the opportunity to discuss further and anticipate a good-faith negotiation. �� S~te Requirement 2. Pei, Section 3.1.3. the @VARshall Develop and Maintain Website. Describe the website to beestablished for estate. Address thetwebei&e'e functionalities or special features. You meyeupp|ement this response with illustrative screen prints (no morethen 10) homone ofyour uompeny'eexisting websites. Taking into account the nequirementsofSection 31.3. address at minimum: se CIDW has over 20 years' experience in providing customer purchasing solutions on our website. We transact over$2.5 billion dollars in business through our website annually, which puts us in one of the top 10 e-oonnnnenoe sites in the US. Our website, found at . is high|youstonnizab|e. allowing each agency, department, and workgroup to tailor the site according to their specific needs. Additionally, the COVV^G program manager supporting the contract will create and maintain a contract-specific website, called a Premium Page. This site possesses the same functionalities as our vvebsite, with additional links features and contract pricing listed for each available contract item. 598 NASPO ValuePoint I Software Value-Added Reseller Services Requirement N 2.1 Horne page appearance and inforrnation; esl�®tree The contract's CDWG Premium Page requires no login to view, so our account teams and NASPO ValuePoint can easily direct eligible agencies to the site to demonstrate the competitive pricing available. There are a number of customizable features we will tailor to your preferences. Options include links of interest, text and images, related documentation, and the highlighting of specific OEMs and/or software solutions. Items standard to the home page include a quick"Find My Quote" search option and our general sales contact information, as well as providing easy access to our site subpages (e.g., Software, Cloud, Blog, Solutions). �. . _... CDWG will provide NASPO ValuePoint customers .' with access to a free customized Account Center site where they can view quotes, place orders, check status of orders, and track their order history. This site is available by logging into the customer account from either the Premium Page or www.cdwg.com. Requirement N 2.2 On-line tutorials: esl�®tree We offer online tutorials for use of our website, as well as webinars about popular technology solutions. A high-level Account Center tour and a CDW website tour are available here:www.cdwsiteinfo.com. The site also includes website FAQs; detailed breakdowns of the Account Center functionalities, and a blog featuring new site updates. Within your Account Center, function-specific tutorials and instructions are available for major areas (e.g., catalogs, quotes, order tracking. We house solution-specific tutorials and webinars in the Media Library, with nearly 70 webinars and over 10 different video channels. This easy-to-search library includes a plethora of helpful documentation for users to research, as well. Requirement N 2.3 Product catalog (include searchable fields, products to be included, hove license inforrnation is provided); es ®rtes The contract's Premium Page allows NASPO ValuePoint customers to perform quick product searches and to comparison shop by viewing up to 10 side-by-side product descriptions, with a number of helpful filtering options. Additionally, customers can export the comparison information into a CSV file for reporting needs. Our site includes license information on each product page. This information appears on the comparison tool when selecting the "Technical Specs"option. Licensing details include, but are not limited to, agreement term, category, level, type, licensing program, pricing level, subscription details (when applicable), quantity, and service support (where included). 598 NASPO ValuePoint I Software Value-Added Reseller Services Specific to NASPO ValuePoint, users can also view descriptions of the most popular vendor partners' licensing programs from the software licensing center, eliminating the hassle of downloading data from multiple manufacturer websites and providing a full library of helpful resources to educate on software licensing. To continue with a purchase, users must enter a unique ID and password, at which point eligible entities can quickly track orders and quotes. A key element in expanding contract reach, the website is a trustworthy means of easily choosing and ordering new licenses and products on the contract. Contract pricing continues to be displayed for all items. When authenticated, entities can add additional products from any of their available contracts, all on one order. If a customer does not currently have a CDWG Account Center and would like to utilize this tool, the registration process is simple, selecting their own login ID and password for their customized site. Site functionality includes the following: ■ Track orders and shipments 0 Promote IT standards ■ Connect with your account team ■ Set shipping preferences and manage ■ Manage applicable purchases and contact information payments 0 Control access to features and ■ Review consistent, contract-compliant information through customer pricing organization The Account Center improves efficacy and efficiency when working with CDWG, as compared to our competitors. Starting with comparing products, finding compatible accessories, creating custom catalogs, setting authorization levels, and selecting from a number of shipping options, your CDWG Account Center expands to track agency spending history, manage assets, and create customized reports. Support and assistance is available via the site, through contacting the account manager and/or a customer service rep, as well as placing and reviewing RMA requests. Software Management NASPO ValuePoint users can take advantage of features that make it easy to find, download, activate, and manage software licenses. ■ Discover and analyze ■ Software filters ■ Audit software applications running on ■ Quickly narrow purchase options network based on current software contract ■ Instantly run inventory of software ■ Some publishers available for assets automatic/web-based features ■ Analyze software usage 0 Use Software Keycodes to store ■ Automatically find all IT assets keycodes from software licensing ■ Monitor network vulnerabilities purchases ■ View comprehensive asset reporting Additional Features ■ Track licenses purchased from CDW and other vendor purchases ■ Robust standardized and custom reporting options 598 NASPO ValuePoint I Software Value-Added Reseller Services ■ Option to upload license information so you can consolidate software license reports and information Requirement ■ 2.4 Links esponse As stated in requirement 2.1, links of interest(e.g., the NASPO ValuePoint primary website, CDW Media Library, etc.)can be tailored to customer WH©NAF ARE WHAT WE 00 HOWCANWEHELF SHOP preference on the Account Center site. This customization is available at no cost to the user. r wow.oo iT Requirement ' s THE CLOUD ::n r M4©€LE ■ 2.5 Downloadable standard reports. Include:; r o 2.5.1 How inforrnation is controlled and sorted (e.g.what inforrnation LSCA can access): esponse Information can be captured and reported via the Account Center and include (but are not limited to) the following sortable fields: ■ ABB Billing ID ■ Cost Center ■ Release Number ■ Accounting Code ■ Corporation Code ■ SAP Company ■ Apple Education ■ Department Code ■ Shipping Account Account Number ■ Employee Email Number ■ Invoice Approval ID Address ■ Selling Division ■ Business Area 0 Employee First 0 Buying Unit# ■ Buyers ID for Billing Initial ■ Staples Internal ■ Buyers ID for Seller 0 Employee ID Customer Number ■ Buyers ID for Number ■ Staples Vendor ■ Employee Last Merchandise Type ■ Capital Budget Name Code Number ■ Employee Phone ■ Tax Cost Center Number 0 Tax GL Account 0 Freight Cost Center 0 Ticket Number ■ Freight GL Account 0 Vendor ID Inventory Cost 3rd Party Assigned Center Order Number vr3k❑M s�.,,n ,�� $ r ■ Inventory GL ■ Work Request Account 0 Original Order Price .x -w ■ Account 0Original Order 0 Unit Quantity 0 MW Customer ---- Number The Account Center is set up by customer number, meaning that the LSCA will need to work with the program manager to receive contract-wide reports (see requirement 2.5.2). IN 598 NASPO ValuePoint I Software Value-Added Reseller Services Requirement o 2.5.2 How state Procurernent Officer can obtain purchasing profile for Users and volurne in State. se Standard Standard reports are available for download via the Account Center and your account manager, utilizing sortable data fields which can be accessed and viewed by the customer, managed as Preferences. Each site will only show the individual agency, with "roll up" reports for the LSCA performed by the program manager. Each customer(requirement 2.5.3), if set as a subordinate to the main central agency, can roll up to the Procurement Officer(2.5.2). Use easy drag and drop select act Produ Prod otaa. p "FG# A—Iiv,A, E.,... options to customize reports or download data for + —resaft SQL Server 2PYA'-tce.nse 3323351 Aklt-03334-CCE In Steck 5155,46 offline analysis. More information about the types of _4= -1dev CAL reporting available to NASPO ValuePoint customers is + a'€t ft QL ary"e's`a°'a""Ed"'°" 33363536=3'°' °sr°°k 6.5 featured in requirement 5. Through the Account "°ftW " x "GV` Center, customers will have the ability to coordinate to the individual state's electronic purchasing system, utilizing our Purchase Authorization System (PAS), streamlining and controlling IT purchases with automated, rules-based approvals and workflows. Requirement o 2.5.6 How an individual User can obtain only their inforrnation. se Our Our Account Centers are set up by each customer's CDWG account number. Agencies access and generate reports that include only the information relevant to their account. The authorized user(s) designated to manage the entity's account act as administrator and can customize the site to restrict the information available to individual purchases, if desired. Requirement 2.6 How website is rnonitored, kept current and accurate. se Once Once your program manager puts the contract structure into the system, the system updates the contract pricing automatically, as we receive it from our OEM and distributor partners. Our major partners send daily EDI downloads or real-time information directly to our ordering and inventory system. For all quote requests, our AMs use one system to manage the process (from quote to order placement). This system allows us to centrally manage many key functions, including purchasing, inventory management, accounts receivable, sales, and distribution. For general site maintenance, we have an in-house team of over 200 IT personnel to keep our website refreshed quickly, cutting edge, and accurate. Much customer feedback goes into site updates, ensuring our site continues to offer the best features for easing customer procurement needs. For example, our team redesigned the site's segment-specific homepages in early 2015. The winning designs were a result of a 12-hour hackathon, a 10-day customer beta test, and additional customer feedback. ® i lis all 598 NA8PQVouePontISoftware Value-Added Reseller Services We schedule updates during times with the lowest traffic and always notify customer of updates in advance via a site banner and our website's blog. Our success is reflected in the less-than-six minutes ofunplanned downtime in2O14--anuptime exceeding 00.00796. 3. Software Tracking ng Requirement 3. Describe your Oompeny's nethud for tracking software licenses and ensuring that Participating States neueivetimely notifications of renewals or are advised of volurne agreernent opportunities or vulnerabilities.etc. Software tracking differs from state to state, agency to agency, dependent upon the structuring of procurement practices and information required. For example, if the LSCA is the contract adnninistrator, then the licensing team will provide all necessary information (including licensing cost analysis reports, software entitlements reports. and license history review reporting). If state is leading the purchasing of licenses, or other agencies are listed as child accounts within our system, then our internal system will generate a license report applicable to each account. For procurement that is more decentralized, reports will be provided directly to the agencies holding the agreement. States can be kept informed of licensing details such as OEM and license name. ° 3.1 The standard sortable data fields established for these records. CDW-G will provide NASPO ValuePoint customers with access to a customized Account Center site where they can view quotes, place orders, check status of orders, and track their order history, where aUUfieUds are sortable. The CDW-G Account Center site, customized specifically for each agency, also provides access to each customer's software purchases and licenses. The Account Center is a proprietary tool made available to COVV^G customers at nocost. Additionally, AMscan handle requests for scheduled oradhoc reporting. Requirement ° 3.2The inbrmetiontracked onbehalf ofParticipating States. CDW-G eases the burden of tracking renewal dates and solution comparisons through the methodical management processes followed by our AMs and licensing specialists, ensuring accuracy of purchased licenses and true up dates (requirement 3.3). Our personalized approach means we know our customers' systems and offer recommendations tailored to best fit your needs. Your AM assists with understanding the advantages and vulnerabilities of specific solutions and helps negotiate Volume Licensing Agreements (VLAs)vvith software partners, resulting in substantial time and money saved. See requirement 4.3 for detail on our true up workbook report, available for EA customers. As detailed in requirement 2.3, the Account Center offers multiple tracking options for relevant information and features software management consolidating license infornnation, application audits, and various reporting capabilities. Additionally, knowledgeable licensing experts monitor contract customers' significant dates and volume plateaus (requirement 3.3), as well as assisting in navigation through software partner customer portals. Reports are details further in requirement 5. �� NASPO ValluePoint| Software Value-Added Reseller Services Requirement ° 3.3How reminderso(significant dates orvo|umeplateaus are triggered. Include how your Oompeny.eeepartner with the Participating @ta&e, uommuniue&eewith the State to ensure no deadlines are missed or opportunities are unexplored. se Our licensing specialists track the anniversary and expiration dates for each enrollment. COVV^G requires our AMs to send monthly notifications of upcoming annual payments for the three months prior to anniversary date. Account managers and licensing specialists have also made it best practice to initiate volume license renewal discussions six months prior to expiration. During this process, theCOVV^G licensing specialist reviews the licenses onthe current agreement and explain any license changes that may impact how they are renewed on the next agreement. Each NASPOVa|uePointmember's dedicated licensing specialist isa customer advocate, focusing on the customer's existing environment and future plans. This allows them to make licensing recommendations for renewal and work with the AM to create an initial renewal proposal. The customer can review the proposa|, make ohanges, ask questions, and ultimately approve. Once approved, CDW-G prepares the renewal paperwork and provides instructions for completion. Our ability to manage thousands of concurrent publisher contracts has been built on this system and a partnership with us will give NASPO ValuePoint customers the peace of mind that agency renewals will not be missed. COVV^G updates our systems immediately when we receive notifications on products and pricing from publishers. Your software licensing specialist tracks licensing purchases and ensures that NASPO ValuePoint customers have the following: new software version (as appropriate), access to technical support, ongoing audits, reduced risk through compliance, and timely contract renewal. 4. Proof of License Requirement 4. Describe your Cornpany's rnethod of ensuring a Participating State receives docurnentation of Proof of License that can beprovided to requeetors(e.g.auditors, in response to FOIA requests,etcj 4.1 Describe process for providing Proof ofLicense toebuyer. Provide eeemp|eProof ofLicense. se All Proof ofLicense certificates are available electronically orinhard copy after purchase. Proof -- � oflicense methods differ from publisher to publisher. Usually, purchasers can pull the proof of License PurchaseCertificate |ioensedireot|y�onntheOE�Winvnioe. Theseserve = ° � asproof ofownership inthe event ofanaudit. COVV^Gcan also provide aproof oflicense certificate (see the sample)orthe OEM purchase automatically orwhen requested, such asan auditor response to FC>|A' etc. Requirement 4.2 Explain rnethod of retaining back-up copies of Proof of License.State how quickly a duplicate copy can be provided. ilib all 598 NASPO ValuePoint I Software Value-Added Reseller Services exp®nye Our invoices and proof of licenses are available via request to your AM at any point, as they serve as part of our day-to-day business and operational processes. Further, CDWG has the highest ranking partner status available with our top-tier software manufacturers (and most of the publishers listed as part of this RFP). We also have CDWG-badged partner specialists and partner-badged resources with permanent desks at our offices. Further, we can leverage our software partner resources—and our own CDWG resources—to quickly obtain any necessary back-up/duplication documentation a customer may need. Requirement 4.3 Describe how your Cornpany partners with a Buie to dernonstrate accuracy of licensing inforrnation to a publisher(aka a"True Up"). Resp®nse With CDWG, the conversation does not end at purchase. As described in requirement 3, Software Tracking, our account managers and licensing specialists are trained to proactively support our customers throughout the life of their software contract. It would be simpler for us to use a completely automated process for the management and renewal of software licenses, as many companies do, but using an automated approach alone results in mistakes and unhappy customers. We prefer to bolster automated elements with consultative touch points. Our licensing specialists are subject matter experts and work proactively with the account managers to manage these contracts. Our methodology described in requirement 3 shows that we start the true-up discussion/process three months prior to a customer's anniversary date, or earlier (upon request). The true-up process includes a review of what is on the current license agreement. The licensing specialist spends time explaining to the customer what each license means and how it ties back to their environment. Through this discussion, the license specialist gains an understanding of what the current customer's environment is and is able to compare that to the licensing shown on the current agreement. If a true- up is needed as a result of this discussion, the licensing specialist makes a recommendation on license to purchase. Additionally, if the licensing specialist determines there is a more cost-effective means to license the current environment, they recommend changes to the agreement in order to reflect any potential cost savings. If a customer is anticipating a future project that may result in a true-up and needs to plan further out in advance (for budgetary reasons), the licensing specialist is available to have that discussion and provide budgetary numbers at any time. Lastly, upon request, CDWG has a true up workbook available for EA customers. The workbook includes reporting around current licensed products and allows the customer to populate their current install quantity. Since the workbook includes true up pricing, the customer immediately sees their exact true-up cost. This information is extremely valuable for budgeting, forecasting, and project planning. With more than 180,000 software renewals processed yearly, CDWG offers the expertise necessary for NASPO ValuePoint members, having proven our ability to execute timely renewals with reduced customer stress. IN598 NASPO ValluePoint| Software Value-Added Reseller Services ~-~ ~ ~.~p~-ft~~ Requirement 5.1 Describe standard reports which can be generated bre State (other than downloadable reports addressed earlier). Provide eemp|ereports. se COVV^G has a slew ofreporting options available to NASPO Va|uePoint customers. Agency-specific reports are accessible through the Account Center or their AM. State-wide reports are available through the state's dedicated program nnanager, reporting flexibility a key benefit to partnering with COW-G; procurement-structure specific reporting is detailed in requirement 3. Master Agreement Number OlAf2N 51 Updated FA Hn Agreement Type Sl.nduud EnoIIrn,nL18..1rAgreement 0 U123456 Ucense Agreement Type 6werrinnent!Primary Customer Name Cuntanner Hanne Agmemant Start Date 04*WPOli MS A�count Manager We ME-N 3-fl INI V—P—,ALNG LK�AF`k 1,WIL ApI iso Prer— Nen sp,,,ff, AO Languages Lic cnseSoftware Assurance Pack us 509 True Up V—Pm AING L.'—;APk MVIL ApI V-Prcf-,,.,* Nen spW, AO Languages Lic enseSoftware Assurance Pack us '80 True Up Requirement 5.2 Describe on-line, real tirne, reporting capabilities using established state website reports: ° 5.21 Standard Reports. Provide eemp|ereports. se Agencies have access to invoice reporting through the Account Center Payment Reporting section (note: requires finance user permission). We also offer the following invoice/invoice reporting methods: P-Cards (compliant to level/tier 3) and electronic invoicing (ANS|x12 4010 EO|. )(ML, oXML, mapped flat file formats. 10 Detailed Sales Report Tempate Master Agreement 9 AMEEMEM MORE= -------------------------------------------------------------------- ° 5.2.2 Reports that can begenerated bythe LSCA. 598 NASPO ValuePoint I Software Value-Added Reseller Services e�l�®nye Your program manager can provide contract-wide reports to the LSCA, including but not limited to standard reports, licensing reports, and ad hoc reports. Please refer to the sample report included in requirement 5.2.1. Requirement N 5.2.3 Reports that can be generated by the Participating State. Provide sarnple reports. est®nse CDWG's dynamic, ad hoc reporting capabilities on the Account Center, including our pivot table feature, enable purchasers to better manage data and to make more cost-effective decisions. The Account Center provides access to real-time information in a way that is convenient and easy to use. Authorized users have the ability to generate a variety of reports, such as those listed below, as well as others at their request. Customers can view standard reports, and create and save custom reports. Reports can also be generated for a variety of timeframes, differentiated by site, division, department, buyer, city, product, etc. In order to generate reports at the state level, Account Centers need to be linked for all applicable state agencies. Please also refer to the sample report included for requirement 5.2.1. IN License Order Report f f f f f f f _ f i .. limp. am f. 123456 09/27/200G 2159B212345678 PHILDAVIS 1234ZZXC 6 CUST NAME 60611 ABC4566 f 234567 01/08/2001 239857 12145678 JANE DOE 1234ZZXC 5 CUST NAME 60611 C2G1235 .... ............................................... ....u............ f 3.45678 07/25/2001 216026 12245678 BOB WALLACE 1234ZZXC 20 CUST NAME 60611 EIDH3304 f 456789 08/01/2001 215844 12445678 JOE DIRT 1234ZZXC 5 CUST NAME 60611 ILON5867 r, 567891 08/09/2001 253733 125454178 JILL E BEAN 1234ZZXC 5 OUST NAME 6G2G8 TKB2201 hymrchym rch— ymrchym h hymrchym hy— rch— ymrchym, hymrchym rchy— rch— ymrchym, hymrchym f Requirement N 5.2.4 Reports that can be generated by the User agency. Provide sarnple reports. es ®nse In addition to the reporting capabilities at the state level (detailed in requirement 5.2.3), within the Account Center, customers can also generate reports for various assets with a variety of fields. As part of any hardware sale that goes through our configuration center, customers can view serial numbers, MAC Addresses (where applicable), BIOS configurations, software installations, and much more. Software Renewal Report f 12234.%dCNWMJ c3K VALLEY Hc?N2F9574 45379533 N1 24.%7 1 01114,201)7343 t 9x9;3119 Jar 2913 2Gt�s929 SMG BE 2"012 RGT AS'PS8t7Pa'S`tR CV ESS S Rt...{Sl VERITAS k' 0I'25e14 1043'1W C,IIY S)1 lomi'm 113415'I 1HIMM Y401149 1 11.34 1111$7H4109.l 2013 24MW1 RNWS115.11 41115 1Y 11... .sMLva—lti)9 jl jla c. V GUAM .. --------------------------------------------------------------------- 598 NASPO ValuePoint I Software Value-Added Reseller Services Using CDWG's Software License Tracker(SLT), offered to customers via the Account Center site at no additional charge, users can access this tool that simplifies license management, especially software license agreements. The SLT is accessible to all authorized users via the Account Center 24/7 and enables authorized users to manage license agreements by tracking expiration dates and generating standard or customized reports for delivery via email. Users can run reports in SLT to show what license agreements are 49111011111111111 about to expire and to set up email alerts to be sent out at a specified time in advance of expiration. Our EA workbook (detailed in requirement 4.3)also lends a significant amount of customization at the agency level. Requirement _ 5.6 Address whether your Company is aisle to provide 'Custom Reports" as an optional service to Participating Mates,should Mate determine to utilize this service? W (See Section 6:Scope of Work,6.7.6 Custom Reports) se Yes; Yes; should the state need to see reporting into areas of the contract that fall outside of the ad hoc and standard capabilities listed above, we will work with you to create the custom report. Our reporting tools are incredibly flexible, and we employ database administrators to combine the power of data feeds we have from our partners with our own data sets to automate custom reports. Upon award, CDWG commits to having a discovery meeting with the state to determine additional reporting requirements that are necessary for the success of this contract. 6. Maximizing Requirement 6. Describe hove your Company works with a Mate and publisher to maximize the Mate's value in obtaining products and services under this contract. Description is to address. but is not limited to.the following: 6.1 Working with a Mate and a publisher to assist the Mate in managing their volume or enterprise license agreements. se True True to our customer-centric approach, CDWG aims to be more than a fulfillment provider to NASPO ValuePoint members, committing to provide the resources to navigate the increasingly complex world of software. Maximizing value for NASPO ValuePoint customers starts with the CDWG field presence in each of the participating states. It is our best practice to work closely with a manufacturer's account manager within a specific state to build the necessary relationship and customer trust. Our field and inside reps have many existing relationships with the publisher rep for each state named in this contract. Streamlining license agreements, providing install-based reports from a given publisher, and working with each agency to manage all software—including software purchased from other vendors—is the heart of the CDWG advantage. As mentioned in requirement 4.3, our AMs and licensing specialists use a very methodical approach in managing agreements. This process is in place to ensure accuracy of licensing purchased, true updates, and renewals. 598 NASPO ValuePoint I Software Value-Added Reseller Services Even after a software contract is signed, our dedicated account teams and software licensing specialists maintain regular contact with customers to ensure that all licensing program benefits are maximized and that contracts are renewed on time. CDWG provides contract management for all our software licensing partners' programs; our team of 22 software licensing renewal specialists will offer fast processing of renewal orders. ■ Welcome letter ■ Cloud planning ■ Renewal intro ■ Kickoff meeting ■ Software profile ■ Cloud planning ■ Software review ■ CDW solutions ■ Software profile ■ Cloud planning 0 Software deployment check ■ Software deployment check ■ Software profile ■ True Up 2 due ■ Contract review ■ CDW solutions ■ Annual business review 0 True Up 3 due ■ Software deployment check ■ Annual business review ■ True Up 1 due ■ Annual business review Requirement 6.2 Working with a State and publisher to rnaxirnize the leverage created by the total sales volurne frorn a State and its cooperative partners to ensure best value to all State's. ess�®tree Prior to software purchase and any renewals, our LAEs evaluate total spend, assets, usage, and purchase history. Their recommendations include potential options that would optimize investment through vendor and contract consolidation, including volume transactional purchasing options or contractual volume agreements. Additionally, our teams will inform the customer of any volume purchase opportunities specific to the contract available for entities to leverage. For example, CDWG is the University of Southern California's (USC's) primary software provider, managing their Microsoft EES agreement. We recognized an opportunity for savings by aggregating USC's departmental Microsoft purchases under one master EES agreement, to leverage the volume the university was purchasing as a whole. Even though the master agreement is leveraged campus- wide, each department still has their own portal, ability to manage their own licenses, and pay for usage out of their department's budget. Consolidating departments' purchases under one EES agreement—as opposed to Microsoft's Open-Value option—provided USC with approximately three percent (3%)savings on the majority of their desktop product purchases. Requirement 6.6 Working with a publisher to rnaxirnize the leverage created by the total sales volume overall resulting from this contract. es ®nee We work in partnership with contract holders to act as an advocate in the contract environment, utilizing our experience with similar contracts to negotiate prices prior to final agreement and compare volume discounts occurring elsewhere. Regular reporting measures, monitored by our program manager and reviewed by sales leadership at various intervals, allow us to provide NASPO ValuePoint and its customers the most competitive offers on the market today. 598 NASPO ValuePoint I Software Value-Added Reseller Services With broad-scope contracts, we often see emerging trends in demand for certain publishers. If sales volumes indicate high spend in a specific solution, we collaborate with the software publisher to determine if additional savings or value can be incorporated for purchasers. If reports indicate a high volume of purchases with a software publisher with which we do not have a direct relationship established, a CDWG coworker will initiate our New Vendor Addition Process, structure for evaluating both risk and reward when considering potential new vendors. This process protects contract users' best interests by considering the unique capabilities and products each vendor offers alongside potential areas of risk. Part of this methodology includes negotiating a partner agreement and competitive pricing with the new vendor, so that we can bolster support around the solutions being purchased and pass on additional savings. Requirement 6.4 Working with State and publisher to obtain the best quote on a high volume purchase. ess�onse While our online ordering capabilities are far superior to other resellers, we always encourage customers to reach out to their CDWG AM before making a large purchase. This is because we train our AMs to view the contract pricing as a "ceiling" price. They will negotiate with the publisher on the customer's behalf, often securing additional savings. Requirement 6.5 If,and hove,your Company uses historical purchase information to provide targeted assistance to State. se The The team described in our response to requirement 6.1 leverages historical data in supporting software license purchasing and management. However, leveraging historical data requires a different approach when you are not a contract incumbent. When awarded, CDWG is committed to expend the extra effort to effectively collaborate with the customer and applicable software publishers. The number of publishers purchased and the willingness of the customer to share information dictates the method in which CDWG collects historical information. Most often, our licensing team will recommend our Software License Review, to ensure we gather all relevant information available. The CDW Software License Review provides our team and our customers an easy-to-read overview of all software assets and license purchased across all departments and units. Instead of customers having to contact each publisher individually, we take that task on for them. While other resellers offer similar solutions, CDWG returns this review and accompanying timeline within 10 days, not four to eight weeks. Instead of uploading the information to a web portal for customers to navigate alone, our software experts consult customers, providing recommendations for cost savings, license consolidation, and renewal strategy. These steps simplify and streamline the licensing review process. As our software and account teams learn the customer's systems and processes, they proactively guide the customer to licensing programs and products that best fit the customers' requirements and technology goals. Requirement 6.6 How maintenance support is to be made available. 598 NASPO ValuePoint I Software Value-Added Reseller Services es9�®nse CDWG partners closely with each software publisher's supporting resources to provide easy access for phone-in incidents, software upgrades, and technical support. Within our sales offices, we have dedicated vendor desks, where qualified manufacturer personnel respond to customer inquiries and provide support to AMs. Additionally, software-specific newsletters are available to customers, keeping you up-to-date on popular and new-release products. Part of our industry-best pre-sales consulting methodology is maintaining communication with customers to ensure awareness of release dates and the maximization of our no-cost roadmapping offer. Please note that CDWG account managers will never include maintenance or any additional purchasing options on a quote without first discussing with the customer to ensure they understand the different maintenance levels that are available and what is included in the maintenance offer selected. Requirement 6.7 Describe how training regarding the installation of products and use of products will be rnade available and how to obtain best value frorn it. esonse CDWG's software practice includes resources such as pre-sales technical specialists, licensing specialists, product specialists, and post-sales engineers. These resources play a valuable role for our customers as it relates to product-pertinent questions, technical questions, and installation/use rights. Our team of experts offers guidance and directs customers to the correct location on a manufacturer website to obtain installation training, instructions, and industry best practice. Our ability to quickly provide this guidance is a value to getting the most out of the software once purchased. Online Training The current webinars/trainings offered by CDWG are listed in the Media Library located by clicking on the Solutions tab on www.cdwg.com. The Media Library is dynamic, with new content updated monthly. In addition to webinars and video channels, there are helpful documents, including white papers, reference guides, data sheets, and reports. CDWG also offers website showcases for many of our software manufacturing partners, such as Microsoft. For example, the Microsoft Showcase is located at www.cdwg.com/Microsoft. The site provides customers with Microsoft-specific material, updated at minimum on a monthly basis. Additional resources for segment-specific material include our State Tech magazines (www.statetechmagazine.com)and Ed Tech Magazine (www.edtechmagazing.com/kl2/), both to which interested agencies and schools can subscribe. 598 NA8PQVouePontISoftware Value-Added Reseller Services TA 7. value-Added �S�erv~ ces Requirement 7,Asignificant aspect o(this service ietobeValue-Added Services. ° 7.1Deeuribehowyouruompenyhend|eetheuomp|exitieere|etedtoen&erpriae |iueneeegneements(e.g. Microsoft EA,Adobe CLP,etc.). Include how you eeeietuuetomers (especially first time customers) through this process to ensure they are uonforteb|e moving bmverd, and are knowledgeable about the agreements once they are complete? se CIDW-G understands that Enterprise Agreements (EAs) are often one of the most expensive IT costs a customer will incur during a year. It is our goal to ensure our customers are knowledgeable about the agreement and receive the most out of their investment as possible. Because of this, we have created the following EA contract management process, which has become a proven methodology in helping manage state software contracts over the years. ° 7.2 Describe how your cornpany handles transitioning a group OT custorners frorn an account rnanager with whorn they have built erelationship toenaccount menegerwho ianew tothem? o 7.2.1 How doyou ensure that all ofthe uuetomers'needs are met? o 7.2.2 How doyou ensure the new account manager is given the resources necessary to be euuoeeefu| inthe new role? se COVV^G subscribes to a practice of warm transfers in regard to customer transition. The existing account manager will reach out to the customer and introduce the incoming account manager; behind the scenes, the incoming account manager will receive a full debrief from the existing, utilizing our internal tracking and monitoring system which manages individual account history. Customer accounts transfer to tenured, experienced dedicated account resources, often already possessing familiarity with the customer and who have completed approximately six months of in-depth sales training. Nearly a quarter of our AMs have been with CIDW for more than 10 years. ° 7.3 Describe the training available regarding the use of this contract and how toobtain best value fromit, other than on-line tutorials. se COVV^Gprovides avariety ofvalue-added training options. Many times, vveoffer these options in tandem with our publisher partners. For example, COVV^G works closely with Microsoft to directly engage and educate customers via phone, online, and in-person seminars and educational events. Microsoft and COVVG work together topresent information tocustomers and respond totheir questions. COVV G is open to all options, both remote and onsite, as well as atCOVV Gfaoi|itiesto meet NASPO ValuePoint customer needs. We also offer the unique Microsoft Education Center, which presents a hands-on experience to our customers who want to test out new Microsoft products and software. 598 NA8PQVouePontISoftware Value-Added Reseller Services For all other solutions, CDW-G offers our Technology Experience Center, which allows customers to try out a demo of the software outside of their own environment, make software comparisons, and explore the latest innovations to see if that product will help achieve the customer's business goals. Requirement ° 7.4 Explain whet unique Value-Added services your Company will make available under e resultant contract. State whether they are tobeprovided etnocost. |fthere are costs, identify these costs onthe applicable Pricing Sheet inthe Cost Section. CDW-G does not compete on price alone. As a vendor-agnostic solution provider, pre-sales recommendation support from our knowledgeable account teams and software specialists will always be an unparalleled differentiator when compared against our major competitors. We are the leading reseller to multiple named publishers in this RFP, including key itemized Microsoft, VMware, and Adobe. Our close partnerships mean we receive competitive price offers and early notifications regarding product changes, allowing the account managers serving NASPO ValuePoint members to keep their customers apprised of new product releases, version and price changes, and more in a timely manner. Our ability toserve NASPOVa|uePointcustomers participating in this contract is exponentially heightened by the myriad value-added benefits we provide at no cost. These benefits include, but are not limited to. the following: Savings:over$2501hour Inside Solution Architects (ISAs)—technology and Solution Consultation Services FREE product experts—vet complex solutions, arrange product demos, webinars, and information documentation Savings:over$3001hour Solution Design Services FREE Field and inside engineers available for onsite access to customer environments, conduct assessment, provide tech nology-needs analysis Savings:$3,000-5,000 per assessment Threat Check FREE Passively monitors networks for unknown malware, alerts customers to active and installed malware, provide customized plan for remediation Partner Assisted Grant Help FREE AMs assist with learning about available resources for segment-specific grant-finding processes eProcurement Integration Dedicated team integrating customer ePro systems Services FREE for punch-out, PO delivery, eInvoicing, quote retrieval, order, and more Savings:over$2501hour Former educators and educational technologists K-12 Consulting FREE work as strategists to guide schools through high- access implementation and develop long-term adoption success plans Savings:over$125 per attendee Digital Age Teaching and FREE CDW-G's Education Strategy Team conducts Learning Webinars series of three one-hour webinars on latest technology trends in education 11M598 NASPO ValuePoint I Software Value-Added Reseller Services Track and Communicate CDWG advertises to all contract holders and end CDWG Software Webinars FREE users for webinars pertinent to COTS software on NASPO ValuePoint contract Includes two (2) trainings per calendar year WebEx trainings specific to this contract, scheduled Technical Trainings FREE 60 days in advance on pertinent software (approx.. 30+ hours of CDWG backend planning/work for each session0 All interested parties under the contract will receive CDWG Blog FREE our Solutions Blog: blog.cdw.com; internal engineers and SMEs write to relevant IT topics Leverage CDWG relationship with key OEMs to Partner-Funded Programs FREE get business development funds for projects users are potentially unable to fund independently CDWG collaboratively creates marketing materials Marketing &Social Media FREE and events with each participating state to promote adoption of contract Technology Roadmapping Valued at$1,000, one per year Sessions FREE Held by request with key software publishers and state customers, proctored by CDWG sales teams Other free benefits include access to CDW-badged product specialists, dedicate contract expert resources, Media Library access, and free eligibility for state customers interested in the Microsoft Rapid Deployment and Technology Adopter programs. Each participating state's specific account team offers additional value-added benefits, in terms of personnel and expertise, at no cost to the customer. These personnel include software licensing specialists, licensing account executives, pre-sale system engineers, software manufacturer representatives, and dedicated renewals specialists, program managers, account managers, and account executives. Snow License Management There are more comprehensive options for software license management outside of the Account Center website and your CDWG account team. Automated tools such as Snow Software's License Manager can identify every piece of software in a NASPO ValuePoint member's IT systems and match them to licenses, reducing risk, cost, and complexity often found in typical software management. At this time, there are 282,800 software applications automatically recognized by Snow through its Software Recognition Service (part of the License Manager solution). For NASPO ValuePoint members, CDWG will provide a Snow Software Proof of Concept software assessment in order to understand and agency's current environment at no cost. The Proof of Concept includes the following: ■ Detailed inventory collection via Snow or using existing inventory tools (e.g., SCCM) ■ Software metering via Snow to understand usage ■ In-depth analysis of up to five Windows-based applications ■ Business-case documentation illustrating compliance, usage, risk areas 598 NASPO ValuePoint I Software Value-Added Reseller Services 8. Customer Support Requirement 8. Explain how your Cornpany will: N 8.1 Retain publisher certification levels and irnprove on there. esponse CDWG holds the top certification levels with most major software publishers. Each of these publishers has a stringent set of criteria that must be met in order to hold this certification. Often included in this set of criteria are certification requirements for individual employees, such as sales teams, engineers, and licensing specialists. Moreover, a reseller is only as reliable as the coworkers directly serving their customers. Therefore, we have described our process for both CDWG as a company, and the process we follow to ensure our coworkers acquire and maintain the necessary certifications to support our customer base. CDWG Company Certifications CDW's Product and Partner Management team manages all aspects of our partner relationships. One of the group's primary goals is to optimize partner relationships. Included in the duties supporting this goal is the management, tracking, and administration of partner certifications across CDWG. They work with our publisher partners to ensure we continue to meet the requirements for our certifications. If we have not reached the top certification level, they are actively engaged in monitoring and engaging the teams needed to help meet those additional requirements to reach the next certification level. Coworker Certifications We require our sales coworkers to acquire and maintain specific partner certifications. When an account manager wants to move up in their role, say from an account manager to a senior account manager, there are additional certifications we require them to obtain. This methodology ensures our coworkers continue to be experts in the solutions they are selling. To give insight into the depth of our bench of certified coworkers, we include a few examples of CDW's total certifications for some of our publisher partners: ■ VMware: 1,300+VMware Sales Professional Accreditations (VSPs) ■ Microsoft: 740+coworker certifications ■ Adobe: 800+sales-specific Adobe certifications ■ Symantec: 2,590 total coworker certifications Additionally, CDWG compliments some of our partner certifications with CDW-designed training for our partners, such as Microsoft, which provides more in-depth knowledge than the partner created training. Requirement N 8.2 Work to reduce costs to obtain publisher products? esponse Two major differentiators to the CDWG business model are tools that streamline processes and the vast number of resources we dedicate to supporting our customers. M598 NASPO ValuePoint I Software Value-Added Reseller Services Conventional thinking might disagree considering high-touch service and investments in cutting-edge methods as cost saving attributes. However, we have repeatedly demonstrated on agreements similar to the NASPO ValuePoint software contract that our differentiators are true drivers to reducing costs; all while adding value that our competitors fail to replicate. Holding a high certification level with a publisher partner provides resellers access to favorable pricing, tools and resources, including vendor incentive programs,which resellers use to provide additional value to their customers. Because of our unique industry position and business model, CDWG is often able to negotiate beyond these incentives because our partners see the value we offer: a cost-effective way to get their solutions to their customers. Other resellers may offer a streamlined purchasing process or a long list of personnel, but very few offer both, and even fewer in the capacity that CDWG offers. Our systems support the coordination and synchronization demands that are required to keep costs under control for customers, supplier/OEM partners, and CDWG. When coupling partner savings with the sheer volume of products CDWG procures for our customer base, it is easy to understand how we can negotiate additional savings and value adds to pass on to our customers. We provide a unified customer experience, routing every customer-initiated interaction to a named account manager. Our tools and support are designed around this central concept. Our customer- facing technologies, supply chain tools, and ordering processing system are one in the same. This innovative system provides the customer transparency to the purchase process, reduces order errors, and allows us to manage the complexities of our large distribution channel. Simply put, we provide logistical capabilities typically attributed to distributors, while also providing support staff that greatly reduces the customer issues escalated to the partner. In turn, partners pass savings on to our customers with more aggressive discounts. Our software services team further drives software cost reductions. Instead of pointing our customers to a web tool to manage their licenses or a blog post to understand a software solution, we support them with a software services team. These individuals are helping customers in leveraging software benefits, ensuring customers are using the appropriate level of licensing, and helping to understand if cloud solution really is cost-effective for customers' specific needs. Requirement 8.8 How does your Cornpany respond to custorner cornplaints and service issues? 8.4 What is your Cornpany's escalation process? se We We always direct customers first to their AM to assist with complaints and service issues. CDWG also provides NASPO ValuePoint customers access to our US-based customer relations department as a value-added service. This support is available 7am-9pm CST, Monday through Friday. For sales-specific issues, our government and education sales support team is available Monday through Friday, 7am-6pm CST. 598 NASPO ValuePoint I Software Value-Added Reseller Services The four no-cost general levels of support available to NASPO ValuePoint customers are the following: ■ Customer Relations. 866.782.4239 (M-F, 7am-9pm CST); online chat (M-F, 7am-6pm CST; customersupportp_cdw.com ■ Government and Education Sales. 800.808.4239 (M-F, 7am-6pm CST); cdwgsales@cdwg.com ■ E-Support. For website questions only: 888.239.7270 (M-Th, 7am-7pm CST; F, 7am-6pm CST); online chat (M-F, 7am-6pm CST); supportp_cdw.com ■ Technical Support. 800.383.4239 (M-F, 7am-7pm CST); online chat (M-F, 7am-6pm CST); supportp_cdw.com Additionally, for customers who have purchased Microsoft Office 365 through the CSP program, CDWG offers 24/7/365 support at ManS-0365p_cdw.com or 888.793.2480 (option #5). The above departments all work together to help resolve any issues which may arise. CDWG aims to resolve all cases within 24 hours. Escalation Process If a NASPO ValuePoint member feels a request is not receiving proper attention, they can reach out directly to a sales manager to resolve the issue. For non-critical incidents, sales managers typically respond within four business hours; critical issues will be escalated as appropriate to the severity of the incident. NASPO ValuePoint members should be confident this contract has the appropriate level of executive sponsorship within CDWG. David Hutchins (VP, State & Local Sales)and Tony Sivore (Director, State & Local Sales)are both high-level points of contact focused on the success of this agreement. Both have extensive knowledge of tour government agreements and current NASPO ValuePoint reseller agreements. If an incident requires further escalation, our sales managers will quickly engage either Mr. Hutchins or Mr. Sivore, dependent on the subject of the incident. Mr. Sivore typically responds within one business day for non-critical issues; two business days for those escalated to Mr. Hutchins. If an issue arises with a manufacturer or distribution partner, both gentlemen have the best points of contact committed to quickly resolve these issues, as well. Resolution Requirement 9.1 Problem Resolution: Scenario 1: Describe at least one recent situation where your Ccrnpany made a major error that resulted in dire consequences for a customer. Detail the error and what changes your Company has made to avoid repeating the error in the future. In this situation, the problem is not solved in time to take care of the customer, and the customer is likely lost. esonse One of our longtime customers, a Washington school district, worked with CDWG to design their new networking system. After implementing the system, the school tasked us with implementing a policy platform for the network. Due to our solution architect's design error, the products purchased were not compatible with the network endpoints previously installed, and we could not properly implement the solution. The situation was a major error and could have resulted in the customer going elsewhere. 598 NASPO ValuePoint I Software Value-Added Reseller Services However, the CDWG account team quickly reacted to remedy the error. We brought on additional engineers to redesign and implement the solution on-site, while the account team handled expediting the replacement product orders. We absorbed the resource and material costs required to meet all the originally agreed upon requirements. This major error also threatened to delay the project but our quick reaction allowed us to meet the initial deadline that we had committed. The error also shook the customer's confidence in CDWG's ability to fulfill the project. While the customer wavered in its decision to continue with us, they recognized our monumental effort to fix the mistake and offered a second chance. We made sure that they did not regret it and met their original implementation deadline without cutting any corners. Today, this customer is elated with their networking system and they continue to work with us for project design, to product fulfillment, to implementation and follow-up needs. Lessons Learned To mitigate future errors, CDWG has our solution architects assigned to specific account teams. This ensures the same solution architects are designing all of the same customers' solutions, providing them intimate knowledge of the customers' systems. Additionally, this structure builds the solution architect/account team relationship, resulting in regular communication of important customer background information. This change in communication methodology allows the account teams and the solution architects to better anticipate customer needs and provide a greater level of customer service. Requirement 9.2 Scenario 2: Describe at least one recent situation where your Cornpany rnade a rnajor error that had potential dire consequences for a custorner. Detail the error and what was done to correct the situation. To what lengths did your Cornpany go to take care of the custorner? What changes (if any) did your Cornpany rnake to avoid repeating the error in the future? In this situation,the problern is solved in tirne to take care of the custorner,and the custorner is likely not lost. esonse Six years ago, the County Commissioners of Pennsylvania (CCAP)awarded CDWG its Microsoft contract. Prior to CDWG's award, CCAP had had been engaged with another provider. Due to CCAP's familiarity with the incumbent, CDWG had to work closely with Microsoft and CCAP to ensure the success of the transition from the other vendor's services. This was a single award contract, and the contract implementation took place during the busiest month of the contract year. The issue in this scenario was that it was not yet a part of our process for us to begin working with Microsoft immediately after the award of the contract to understand upcoming renewals and annual payments. We previously waited until Microsoft's Change of Reseller process was complete, and we were able to run reporting on our own. This resulted in many CCAP customers becoming nervous that their Microsoft Agreements would expire before we could renew them. Fortunately, due to our Microsoft relationships and experience in managing Microsoft contracts, the detailed instructions we provided for completion of the contract implementation resulted in no lapsed agreements. Our ability to stay in close contact with Microsoft and CCAP proved to be critical to the overall success of the transition. After going through a formal RFP process at the end of the original contract term, CCAP awarded their next Microsoft contract to CDWG again. 598 NASPO ValuePoint I Software Value-Added Reseller Services This award was due to the successful implementation of our contract management methodologies and our contract implementation plan execution. In the past three years, CDWG has maintained a 100 percent on-time renewal rate for expiring agreements on this contract. We continue to be successful because of our proactive touch points with the customer during the license management process, our understanding of their procurement processes, and our operational excellence. Lesson Learned From this transition, we learned that it is important to begin working with our partners immediately after the award of the contract to understand past, current, and future projects. We previously waited until the Change of Reseller process was complete and were able to run reporting on our own. Now, we start immediately and proactively communicate the plan to all constituents so that no one becomes concerned that their agreement may lapse. Although this is an example that deals with Microsoft, the lessons learned are applicable to contracting as a whole. We learned that it is necessary to take preliminary steps before a contract goes into effect. This approach will be adopted as part of our methodology to ensure that any transition to NASPO ValuePoint contract is seamless to customers. This will be the tactic from the date of an award to CDWG as a primary vendor for the NASPO ValuePoint contract. 10. Product Return Process Requirement Describe the proposed product return process in the following situations: 10.1 Scenario 1: Product was ordered. The order was filled and shipped correctly. After the order was accepted, AP discovered it ordered the wrong product and wants to return the product. esonse In the context of this first scenario, a customer can submit an RMA request in a variety of methods: online via the website, via email or a call to their AM, or via the customer service team. The standard return period for all products purchased from CDWG is 30 days from date of invoice. Once the RMA request is processed, the customer receives an automated email with return instructions. Following receipt of the instructions, the customer ships the products back to our distribution centers with the shipping label they receive automatically. Requirement 10.2 Scenario 2: Product was ordered. The order was filled and shipped. After the order was accepted, AP discovered the product delivered did not rnatch the product that was ordered.AP would like to return the product. esonse As in the previous scenario, the customer can submit an RMA request online, contacting their account manager, or reaching out to our customer service team. They receive product return instructions for processed RMAs via email. Following the instructions, the customer ships the products back to our distribution centers with the shipping label they receive automatically. The key exception is that in this situation, there are no restocking fees issued since the error was committed by CDWG. The return period for all products purchased from CDWG is 30 days from date of invoice. 598 NASPO ValuePoint I Software Value-Added Reseller Services As an option during either scenario, customers can take advantage of the Advanced Order Replacement (AOR) program. This is most often used when the customer receives a defective or DOA product and cannot wait for CDWG to receive the defective one back before the replacement is sent out. This process ensures that the customer receives the products they need as soon as a product is found to be DOA, incorrectly purchased, or incorrectly shipped. Requirement Describe the process to be used to track and docurnent the SVAR's perforrnance.to include"Cost Savings"achieved. under this Contract. See Section 3:Scope of work. Iterns 3.5.3 and 3.5.4. ess�onse Our systems record key information about order fulfillment time, quote, and order activity that can be aggregated by OEM or function, and pricing benchmarks. CDWG contract support teams hold regular quarterly business reviews (QBRs)with many of our top customers to review activity, customer service levels, and savings under various program structures. NASPO ValuePoint customers and the LSCA will receive the same attention to detail. CDWG will establish a regular cadence for our contract professionals and key sales leaders to meet with purchasing operations, contract administration and other representatives of the Lead State, to review spend reports and actions implemented during the previous quarter, and to discuss possible improvements to be implemented during the coming quarter. Any known issues or escalations will be addressed, as well as the review of performance surveys. Options to reduce costs, improve service, and enhance operability and future-proofing can also be determined during these QBRs. In our current contract reviews, we typically review the following: spend analysis, spend by product category (e.g., Security Software/Dbase Software/Network Management, Virtualization), spend by publisher, purchase method, and savings analysis, future forecasting, and new and emerging technologies. Our goal is to maximize a customer's investments by giving our recommendations towards the best use of volume or enterprise license agreements, in addition to seeking ways that NASPO ValuePoint members can take advantage of publishers' promotions and incentives. 598 NASPO ValuePoint I Software Value-Added Reseller Services Attachment C : Cost Proposal Requirement Any narrative explanation of the Pricing Sheet forrns is to be subrnitted as part of Attachrnent C-----COS"F PROPOSAL. Offeror shall provide pricing that includes all costs associated with the responsibilities and related services, including but not lirnited to, freight and delivery, cost of rnaterials and product, travel expenses, transaction fees, overhead, profits, and other costs or expenses incidental to the Offeror's perforrnance. nse To confirm, CIDW-G's offer does not include any "incidentals." There are no additional charges as described in the above requirement (e.g., freight and delivery, cost of materials and product, travel expenses). Presenting our pricing rationale, or "cost reasonableness," illustrates the transparency with which we will approach the negotiation of establishing a Master Agreement with NASPO ValuePoint. CDW-G has the ability to provide thousands of software titles to NASPO ValuePoint members. Outside of the named Key Itemized publishers, many software OEMs only publish current Manufacturer's Suggested Retail Price lists (MSRPs) irregularly or infrequently, despite titles going end-of-life and new titles being listed. Additionally, once an MSRP is published, the price points rarely change and are often not indicative of market pricing that is commonly available. This means a large discount off MSRP that may seem to be an ideal offer today can over time become non-competitive given normal product lifecycle and cyclical pricing declines common to the IT marketplace. In other words, the cost of IT products—including software—typically trend downward. For this reason, our presented offer to your members is a cost-plus model over CDW-G Sim Cost, which is the standard acquisition cost associated with the inventory of product, but also including the management costs with procuring, warehousing, and distributing the inventory. This model enables members to achieve the greatest long-term cost savings. The advantage of this dynamic pricing model is that as our acquisition cost is reduced, the price to the customer is reduced accordingly. Once loaded into our contract management system, price changes trigger automatically to the customer's CDW-G website (described in Attachment B) and EDI pricing without manual intervention. Aligning with the primary objective of this RFP—to obtain best value and more favorable pricing for participating members than can be achieved independently—CDW-G strives to simplify the complexities of technology procurement across selection, integration, and management for customers large and small, acting as an extension of their IT staff. Upon award, CDW-G will continually seek out savings to offer NASPO ValuePoint members, as well as providing unmatched stewardship and service to this contract. 1 598 ATTACHMENT C1 - PRICING SUBMISSION SHEET NASPO VALUEPOINT SOFTWARE VALUE-ADDED RESELLER (SVAR) PUBLISHERS MARKUP/DOWN The price to Authorized Purchaser Proposer must be certified as a direct reseller for all Key Itemized (AP) is calculated using the publishers. Direct reseller certification is preferred for Other Itemized following formula: "Reseller Cost" publishers +("Reseller Cost"x "Markup/down") ##` ?, ,,,,,,, ,, 0.97% PROPOSER INSTRUCTIONS: 0.97% ► OOT Enter a percentage markup or -1.26% ,U, ;>,`.,t„F� ' ��`�``' t'h,,';.,' �_.,.` ,1.,,� „ ; :,` 0.97% markdown for each line in o YMNT 0.97% column D. This is the 0.88% markup/down at which proposer is offering to `SAI SQUARED2.20% 1.130% provide the stated publishers' L ALLIANCE E�TWATCH OBILE ERPRID�UICE MANAGEMENT �,,,,,,e. titles. Percentages may be A 2 20/ listed to two decimal points. APPLE 2.20% ATTACHMATE—MICROFOCUS 1.25% AUTODESK ! 2.20% AUTONOMY—HP 2.20/ BAKBONE—DELL 1.13% ,, BARRACUDA. 2.20% BOMGAR REMOTE SOFTWARE CA TECHNOLOGIES 2.20% CISCO, F 2.20% C6MPUTR'6NIX USA 1.13% COMPUWARE . , 2.20... COREL 2.20/ ;DOUBLETAKE 2.20% NEMC 2.20% ENCHOICE 2.20% 2.20% ESRI 2.20% JFREEDOM SCIENTIFIC 2.20% , GUARDIAN EDGE—SYMANTEC2 20% r, riVGW MICRO220% ;IBM 2.20% CONVER'SIO'N'S'': ,. , : , �„ IN OR 2.20 ,}t�'' INTERMEDIX EMSYSTEMS 2.20% HP2 20/ HUM20 ANWARE 2.20% 2 NFORMATION BUILDERS `KRONOS SOFTWARE 2.20% „a.. e. fit. LAN DESK 2.20% LASERFISCHE 2.20% ''MICRIO OCUS�NCTUSPHERE „ ... .... 2.20, .... ..... "��;MINJET 2.20% �rs�r�MPS: - 2.20% - - Page 1383 of 1598 ATTACHMENT C1 - PRICING SUBMISSION SHEET NASPO VALUEPOINT SOFTWARE VALUE-ADDED RESELLER (SVAR) MQS'OFTWARE—BMC 11 S11 O11 FTWARE 2 1 11 211 011% 0�1�) NCIRCLE 0.00% NETOP 125% �. off, ,NUANCE 2.20% ORACLE 2.20% .� 2.20% PASSPORT 1.25% �y�t�tiSt�`,l�y PATCH LI N K 1.25% PROOFPOINT 2.20% RSA S ECU RITY 2.20% REFERENCIA'SYSTEMS 2 20 SAP AMERICA 2.20% � , iG��i� SAS 1.25% e tSOLUTIONS SOFTWARE 1.13% I1�,{ +",SOPHOS 2.20% - �r'' ' SPLUNK SOFTWARE2.20% STASEEKERNETWORKINFRASTRUCTUREMONITORING 220% 1.25 . STELLENT—ORACLE SUNGUARD 113/ BASE 1.25 �oo� HSMITH' TREND MICRO 1.25% RUSTWARE 0.25% Pst:, LTRABAC 1.13% �.,,,,,,e.m ,,,,,aee,,,,,,e.m,,,,,ae.. �r�,,,,t VORMETRIC 1.13% 0.88% + any other non-listed publisher 2.20%,,,,,,,a�,,,,,,a. Page 1384 of 1598 NA8PQVouePontISoftware Value-Added Reseller Services Executive �� N��NN �N�� Summary Requirement Att@8h0eMt D'EX8cUdV8 8U008ryShOU|d highlight the 0 jO[f88tUres of the Offer. Briefly describe the Offer in MO 0O0 than two 0\ pages. The reader should be able to detGDniM8 the essence of the Offer by reading the Executive Surnrnaiy. Any requirernents that cannot be rnet by the Offeror rnust be included. nse The NASPO ValuePoint Cooperation Purchasing Program is the standard of excellence by which public cooperative contracting is measured in the United States. With 3.901 participating addenda, NASPO ValuePoint encourages competitive vendors to offer the most innovative technologies at the beet value. COVVGovernment LLC (COVV'G). asthe nation's leading IT solution provider, is ideally positioned to serve as a primary software value-added reseller (GVAR) for all participating states. Qualifications*^ ~��.U.U��~Uons Our capabilities extend beyond those of the typical SVAR, with dedicated public sector account managers, knowledgeable field executives, experienced program managers, and qualified an0inaana providing targeted, streamlined assistance to individual customers. These personnel are here to serve, in person, on the ground, and from the warehouse. Specifically, our Software Licensing Support Team ensures that purchases are scalable and complementary toexisting customer systems. This team includes over 85 licensing specialists, 25Osystems engineers, and 45account executives—all experienced in helping agencies choose and use the best possible software solution available. COW-GiSbuilt upon afoundation ofstrategic partnerships, including the listed key and secondary software publishers named in the RFP. Microsoft@, Adobe@, VMware@, Citrix@, and SymanteCTm are only a few of the brands we offer. Our extensive catalog gives participating entities the luxury of choosing the best commercial-off-the-shelf software products tailored totheir needs, be itstate and local government, K-12. orhigher education. Methodology U "°"�~""��=��"ogy License management is an integral component of our methodology. Through our account teams, licensing spaoia|ists, free customized websites, timely reporting, and quarterly reviews, CDW-G eases the burden of managing software licenses and maintains frequent communication to alert users of updates, nanavva|s, and new products without prompting. A good solution begins with good people. CDW-G software engineers provide NASPO ValuePoint customers with design and consultative services at no additional charge. Other no-cost services offered to participating state agencies include threat checks, roadmapping, integration services, grant assistance, and software vvabinars. 598 NASPO ValuePoint I Software Value-Added Reseller Services Exceptions to Contract Requirements CDW Goveruinent LLC("Contractor"or"Reseller")proposes the following changes to the terms and conditions.Insertions are underlined and deletions are stricken through. All other proposals are indicated in bold. Explanations are in comments. These proposals are for the State's review and input. Notwithstanding what is stated in the RFP,Reseller shall not be bound to any terms and conditions of the RFP or to any contract related to the RFP until or unless: (i)the State confirms in writing its acceptance of these deviations as fully incorporated therein;or(ii)authorized representatives of both parties execute a written contract that is separate from the RFP. Section 3: cope of Wor` Comment[T51].Before services are to be 3.2.1.6.1 The Reseller must agree that there are no software publishers with whont,absent just cause:Illey will refuse to do business_.[remainder as ivritten] performed,Reseller will create a Statement of Work 0.2.1.8.31' Notwithstanding what is stated in this section,Reseller proposes all returns are subject to the manufacturer's then-current return policy, ("SOW")detailing the exact seeping and pricing of 3.4.1 Trainingrf offered Uy mamtfaum"e..,,shall be available in the form of tutorials for basic installation andweb-based training for software operation,basic the services to be provided,whichwill be executed phone support. by both parties prior to the start sof services The 3.4.2 I1 offered by mauuf Sum e>:...I'provision of information on how to access a Software Publisher's"Help Desk"(either telecom or web-based)for basic use SOW will reflect the terms and conditions as ........ ........ questions. negotiated betweenthe parties during the bidding 3.4.5.1 Upou«r a-n requc u tic m the STaTe..Reseller u-:�:;},..-� will conduct quarterly reviews of all sales vol hies and report sales figures and savings and contracting process. ....... ....... from Publishers list price,by Publisher and by PA,as well as observed pends or purchasing patterns,and to present the information to the LSCA. Comment[T82]:Explanation Reseller takes prul e in screening its suppliers far liquidity and �ecfiou 4:3 ASPO ValuePoint Master Agreement Terms and Conditions longevity and therefore proposes rhe following 1.Notwithstanding what is stated in this section,Contractor proposes that its response to the Solicitation take precedence over all other documents clarfcation forming the Master Agreement to ensure the exceptions contained herein have binding effect. 14.b.(2)The Indemnified Party shall notify the Contractor within a reasonable time_. [language as ivritten] _.in the pursuit of the Intellectual Property Claim tillkw-. Comment[TB3]:Explanations Reseller,acting :terry i„ ,ke as a reseller and not the manufacturer of any azar SHALL ro osed roducts and software,proposes the NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT,CONSEQUENTIAL,PUNITIVE,OR SPECIAL DAMAGES.IN THE EVENT OF p p p f p p ANY LIABILITY INCURRED BY CONTRACTOR OR ANY OF ITS AFFILIATES HEREUNDER, THE ENTIRE LIABILITY OF following clarifications,which apply tothe CONTRACTOR AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE R'HATSOEVER WILL NOT EXCEED THE GREATER OF:(A) remaining sections THE DOLLAR AMOUNT PAID BY THE LEAD STATE,PARTICIPATING ENTITIES,OR PURCHASING ENTITIES FOR EITHER THE SPECIFIC PURCHASED ITEMS)GIVING RISE TO THE CLAIM;OR(B)$2,000,000.00. Comment[TB4]:Explanations Reseller,acting 17.b.1 Policy shall include bodily injury,property damage,and 1 f ef-iit contractual liability coverage. as a reseller and not the manufacturer of arty 17.d Prior to commencement of performance,Contractor shall provide to the Lead State a written endorsement to the Contractor's general liability insurance proposed products and software,proposes the policy or other documentary evidence acceptable to the Lead State that(1)traxsea nlclhde;the Participating States identified in the Request for Proposal as following clarifications,which apply to the I additional insureds,(2)provides that The General 1111ilin pohcL_hall Ur blanku cndri_euuni by connau eine a uhrrty(30).j prior iw risen none of remaining sections: -: ,an,ellatiou rf am°of the additional de 4eRU,d 7]olrxrxs are cancelled bef or c The ez iiration dot.ihci eof.none ieill be ddr�ci ed in accordance«nth the iolicc 2Rn:1 icri:...t*a->}:rr��.,-3f,a � c --c-�rxrtello n---r »t-rt�r:ewal--Yr arr...e¢:..�kc--:-�e.r+� e- incl-:.rr rtedt bpi+Il...foe*me--rd -e;--rtrlc.:-gd�. afro '-a,zxxj�>a �axtr::-1i+E�trai-lra�'; )A�arr r+�r-:�-ri;-t�>trsre,and(3)...[remainder left intact as ivritten] 23.Payment for completion of a contract order is normally made within 30 days following the date 4a, -anv°partial order is delivered or the date a correct invoice is received,whichever is later. [remainder as ivritten] 31 'Nrlhilh;t3ndin the I(e ,-, IIa�nd.tc lhihd Winn :cfr«ac lhic lien 1c fv„ln,lr arc I (,Id by Ccuna'T �„aiII remain fv,IT)r die lhuid�n.J-i}ic1}3;iiia Filiri\ riehiw nr'11,11 sofu«arc ar"e wneufred in the lxense aarcement 1)etctcen surely Third oali} and Ill chi nim F3unn F lir 1-tRr,ar..rt en-Iutre4at� ra:..�{..a44-kcw::.-t�r:ew�d�"rrr,.-;..,, Section 5:Lead State State of Arizona Terms and Conditions 5.1 State of Arizona ecial Terms and Conditions Comment[TBS]:Explanations-Reseller,acting O.The Materials and services supplied under this Contract shall comply with all applicable Federal,state and local laws,and the Contractor shall maintain all as a reseller and not the manufacturer of any applicable licenses and permit requirements. proposedproducts and software,proposes the Contractor represents and warrants to the State that Contractor has the skill and knowledge possessed by members of its trade or profession and Contractor following clarifications,which apply to the will apply that skill and knowledge with care and diligence so Contactor and Contractor's employees and any authorized subcontractors shrill perform the remaining sections Services described in this Contract in accordance with the Statement of Work. „-a�-�,��,r--*ut�r..�.. -roid�:yes+cdr�-akrrc-d1}c�-�Fadc-«�rl�ydee�tdtewti<-1��-kdi3are�•u-arid(-s;,Yr,.-,�,n rrdrb�i3'�-�--Y�:t--<rf-:arrn�.'-;a�1,;ka�w::.-=�arr�r::- •dew.�,3-:....tmtlw:sre-a+iA-�-Saes:...�ttli�x �-tutu...;�ll-I:aa.ri-pin-pe�r4t-»�rrtsx:re--H4:.. .STr��t�itsl.-�..11:.-rt-etzltv�ly.l-}R�,ntlld-relit:ttf�ialdle-ita#Ea>}ridrrdirt ��t�}dir- X.1.5.Applicable to all 6,neral.Lra1Ah.LV insurance policies required within the Insurance Requirements of this Contract,Contractor's insurance shall not be permitted to expire,be suspended,be canceled,or be materially changed for any reason without thirty(30)days prior written notice to the State of Arizona. Within two(2)business days of receipt,Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended,canceled,materially changed for any reason,has expired,or will be expiring if_am ,f'he additignal d"') cline sf"€c3}xellcd Ucf9rc rhe expiration dpi Thereof.nonce iv,�ilI lie dclryered in accordance is�ith the,V c lrc}...pros rwrons.Such notice shall be sent directly to the Department and shall be _.. dme. ......... ........ ....... ......... mailed,emailed,hand delivered or sent by facsimile transmission to(State Representative's Name,Address&Fax Number). BB.Contractor access to State facilities and resources_.with an unlawful breach or barmful access committed b}.O'.qunacroi.shall be paid by the Contractor. ........................... .......................... �.2': tate of Arizona Uniform Terms and Conditions Comment[TB6].,Explanations Reseller,acting 2.Notwithstanding what is stated in this section,Contractor proposes that its response to the Solicitation or Proposal take precedence over all other as a reseller and not the manufacturer of any contract documents to ensure the exceptions contained herein have binding effect. proposed products and software,proposes the 3-7-Si}1iject to third Warta ljcm_mg hnntations.Aauy materials,including reports,computer programs and other deliverables,created under this Contract are following clarifications,which apply to the the sole property of the State. The Contractor is not entitled to a patent or copyright on those materials and may not hansfer the patent or copyright to anyone remaining sections: else. The Contractor shall not use or release these materials without the prior written consent of the State.I he C o utrauor hall ma I Tam c ia�ncr hip of it'nre- ....... ......... ....... ezrwnn iL 3-8-Si}1iject to third Warta lmm ii g lrinrtations.142 and all intellectual property,including but not limited to copyright,[language as ivritten]_.of the State of Arizona requesting the issuance of this contract.I he C c u1;3uor;hall mainTain c I,,i 11 c f i1. it c,airline it ork. Page 1386 of 1598 NASPO ValuePoint I Software Value-Added Reseller Services Attachment C : Cost Proposal Requirement Any narrative explanation of the Pricing Sheet forrns is to be subrnitted as part of Attachrnent C-----COS"F PROPOSAL. Offeror shall provide pricing that includes all costs associated with the responsibilities and related services, including but not lirnited to, freight and delivery, cost of rnaterials and product, travel expenses, transaction fees, overhead, profits, and other costs or expenses incidental to the Offeror's perforrnance. nse To confirm, CIDW-G's offer does not include any "incidentals." There are no additional charges as described in the above requirement (e.g., freight and delivery, cost of materials and product, travel expenses). Presenting our pricing rationale, or "cost reasonableness," illustrates the transparency with which we will approach the negotiation of establishing a Master Agreement with NASPO ValuePoint. CDW-G has the ability to provide thousands of software titles to NASPO ValuePoint members. Outside of the named Key Itemized publishers, many software OEMs only publish current Manufacturer's Suggested Retail Price lists (MSRPs) irregularly or infrequently, despite titles going end-of-life and new titles being listed. Additionally, once an MSRP is published, the price points rarely change and are often not indicative of market pricing that is commonly available. This means a large discount off MSRP that may seem to be an ideal offer today can over time become non-competitive given normal product lifecycle and cyclical pricing declines common to the IT marketplace. In other words, the cost of IT products—including software—typically trend downward. For this reason, our presented offer to your members is a cost-plus model over CDW-G Sim Cost, which is the standard acquisition cost associated with the inventory of product, but also including the management costs with procuring, warehousing, and distributing the inventory. This model enables members to achieve the greatest long-term cost savings. The advantage of this dynamic pricing model is that as our acquisition cost is reduced, the price to the customer is reduced accordingly. Once loaded into our contract management system, price changes trigger automatically to the customer's CDW-G website (described in Attachment B) and EDI pricing without manual intervention. Aligning with the primary objective of this RFP—to obtain best value and more favorable pricing for participating members than can be achieved independently—CDW-G strives to simplify the complexities of technology procurement across selection, integration, and management for customers large and small, acting as an extension of their IT staff. Upon award, CDW-G will continually seek out savings to offer NASPO ValuePoint members, as well as providing unmatched stewardship and service to this contract. 1 598 ATTACHMENT C1 - PRICING SUBMISSION SHEET NASPO VALUEPOINT SOFTWARE VALUE-ADDED RESELLER (SVAR) PUBLISHERS MARKUP/DOWN The price to Authorized Purchaser Proposer must be certified as a direct reseller for all Key Itemized (AP) is calculated using the publishers. Direct reseller certification is preferred for Other Itemized following formula: "Reseller Cost" publishers +("Reseller Cost"x "Markup/down") ##` ?, ,,,,,,, ,, 0.97% PROPOSER INSTRUCTIONS: 0.97% ► OOT Enter a percentage markup or -1.26% ,U, ;>,`.,t„F� ' ��`�``' t'h,,';.,' �_.,.` ,1.,,� „ ; :,` 0.97% markdown for each line in o YMNT 0.97% column D. This is the 0.88% markup/down at which proposer is offering to `SAI SQUARED2.20% 1.130% provide the stated publishers' L ALLIANCE E�TWATCH OBILE ERPRID�UICE MANAGEMENT �,,,,,,e. titles. Percentages may be A 2 20/ listed to two decimal points. APPLE 2.20% ATTACHMATE—MICROFOCUS 1.25% AUTODESK ! 2.20% AUTONOMY—HP 2.20/ BAKBONE—DELL 1.13% ,, BARRACUDA. 2.20% BOMGAR REMOTE SOFTWARE CA TECHNOLOGIES 2.20% CISCO, F 2.20% C6MPUTR'6NIX USA 1.13% COMPUWARE . , 2.20... COREL 2.20/ ;DOUBLETAKE 2.20% NEMC 2.20% ENCHOICE 2.20% 2.20% ESRI 2.20% JFREEDOM SCIENTIFIC 2.20% , GUARDIAN EDGE—SYMANTEC2 20% r, riVGW MICRO220% ;IBM 2.20% CONVER'SIO'N'S'': ,. , : , �„ IN OR 2.20 ,}t�'' INTERMEDIX EMSYSTEMS 2.20% HP2 20/ HUM20 ANWARE 2.20% 2 NFORMATION BUILDERS `KRONOS SOFTWARE 2.20% „a.. e. fit. LAN DESK 2.20% LASERFISCHE 2.20% ''MICRIO OCUS�NCTUSPHERE „ ... .... 2.20, .... ..... "��;MINJET 2.20% �rs�r�MPS: - 2.20% - - Page 1388 of 1598 ATTACHMENT C1 - PRICING SUBMISSION SHEET NASPO VALUEPOINT SOFTWARE VALUE-ADDED RESELLER (SVAR) MQS'OFTWARE—BMC 11 S11 O11 FTWARE 2 1 11 211 011% 0�1�) NCIRCLE 0.00% NETOP 125% �. off, ,NUANCE 2.20% ORACLE 2.20% .� 2.20% PASSPORT 1.25% �y�t�tiSt�`,l�y PATCH LI N K 1.25% PROOFPOINT 2.20% RSA S ECU RITY 2.20% REFERENCIA'SYSTEMS 2 20 SAP AMERICA 2.20% � , iG��i� SAS 1.25% e tSOLUTIONS SOFTWARE 1.13% I1�,{ +",SOPHOS 2.20% - �r'' ' SPLUNK SOFTWARE2.20% STASEEKERNETWORKINFRASTRUCTUREMONITORING 220% 1.25 . STELLENT—ORACLE SUNGUARD 113/ BASE 1.25 �oo� HSMITH' TREND MICRO 1.25% RUSTWARE 0.25% Pst:, LTRABAC 1.13% �.,,,,,,e.m ,,,,,aee,,,,,,e.m,,,,,ae.. �r�,,,,t VORMETRIC 1.13% 0.88% + any other non-listed publisher 2.20%,,,,,,,a�,,,,,,a. Page 1389 of 1598 DocuSign Envelope ID:6BBFD15A-6197-4857-B880-F9EAB42FOA4D Department of MANAGEMENT SERVICES We serve those who serve Florida CONTRACT AMENDMENT NO.: 7 - Renewal Contract No.: 43230000-NASPO-16-ACS-SVAR Contract Name: Software Value Added Reseller (SVAR) This Contract Amendment to the Software Value Added Reseller (SVAR) Contract No. 43230000-NASPO-16-ACS-SVAR ("Contract") is made by and between the State of Florida, Department of Management Services ("Department") and CDW Government LLC ("Contractor"), with its principal place of business located at 230 N. Milwaukee Ave., Vernon Hills, IL 60061, collectively referred to herein as the "Parties." WHEREAS the Parties entered into the Contract on December 6, 2016, for the provision of Software Value Added Reseller (SVAR) services; WHEREAS the Parties agreed that the Contract may be amended by mutual agreement as provided in Section II. d. "Amendments" of the Contract; WHEREAS the Parties agreed that the Contract may be renewed by written mutual agreement as provided in Part I., Section 2.2, "Renewal," of the new Additional Special Contract Conditions; WHEREAS, through Amendment No. 1, the Parties renewed the Contract for a period of one (1) year, with a new Contract expiration date of April 7, 2019; WHEREAS, through Amendment No. 2, the Parties renewed the Contract for a period of one (1) year, with a new Contract expiration date of April 7, 2020; WHEREAS, through Amendment No. 3, the Parties renewed the Contract for a period of one (1) year, with a new Contract expiration date of April 7, 2021; WHEREAS, through Amendment No. 4, the Contract expiration was amended to align the expiration date to that of the Master Agreement, with a new Contract expiration date of January 7, 2022; WHEREAS, through Amendment No. 5, the Contract expiration was amended to align the expiration date to that of the Master Agreement, with a new Contract expiration date of April 7, 2022; WHEREAS, through Amendment No. 6, the Contract expiration was amended to align the expiration date to that of the Master Agreement, with a new Contract expiration date of June 30, 2022; WHEREAS the State of Arizona Master Agreement No. ADSP016-130652 term was amended to reflect a new Master Agreement expiration date of September 30, 2022; and Page 1390 of 1598 DocuSign Envelope ID:6BBFD15A-6197-4857-B880-F9EAB42FOA4D Department of MANAGEMENT SERVICES We serve those who serve Florida CONTRACT AMENDMENT NO.: 7 - Renewal Contract No.: 43230000-NASPO-16-ACS-SVAR Contract Name: Software Value Added Reseller (SVAR) WHEREAS the Secretary has reevaluated the Master Agreement and determined that use of the Master Agreement remains cost effective and the best value to the state. ACCORDINGLY, and in consideration of the mutual promises contained in the Contract documents, the Parties agree as follows: I. Contract Renewal. The Contract is renewed for a period of three (3) months, pursuant to the same terms and conditions except as amended herein, with a new Contract expiration date of September 30, 2022. II. Conflict. To the extent any of the terms of this Amendment conflict with the terms of the Contract, the terms of this Amendment shall control. III. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the Contract shall continue in full force and effect. This Amendment is effective when signed by both Parties. IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized representatives. State of Florida: Contractor: Department of Management Services CDW Government LLC L# �DocuSignedyf�by:: By: By: GL Sf fW .VARA. Name: J. Todd Inman Name: Anup Sreedharan Title: Secretary of Management Services Title: Sr. Manager, Program Management Date: Date: 6/22/2022 1 2:29 PM CDT Page 1391 of 1598 DocuSign Envelope ID:6BBFD15A-6197-4B57-B880-F9EAB42FOA4D Department of ENT MANAGEM; SERVICES We serve those who serve Florida CONTRACT AMENDMENT NO.: 7 - Renewal Contract No.: 43230000-NASPO-16-ACS-SVAR Contract Name: Software Value Added Reseller(SVAR) WHEREAS the Secretary has reevaluated the Master Agreement and determined that use of the Master Agreement remains cost effective and the best value to the state. ACCORDINGLY, and in consideration of the mutual promises contained in the Contract documents, the Parties agree as follows: I. Contract Renewal. The Contract is renewed for a period of three (3) months, pursuant to the same terms and conditions except as amended herein, with a new Contract expiration date of September 30, 2022. II. Conflict. To the extent any of the terms of this Amendment conflict with the terms of the Contract, the terms of this Amendment shall control. III. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the Contract shall continue in full force and effect. This Amendment is effective when signed by both Parties. IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized representatives. State of Florida: Contractor: Department of Management Services CDW Government LLC —DocuSigned by: Ir '_ By: By: Qln u� SVY,t,�IA ttYa�A, Name: J. Todd Inman Name: Anup Sreedharan Title: Secretary of Management Services Title: Sr. Manager, Program Management Date: 0628Zo22 Date: 6/22/2022 12:29 PM CDT r Page 1392 of 1598 NASPO Contract 43230000-NASPO-16-ACS-SVAR Software Value Added Reseller (S'A'AR) 43230000-NASPO-1 6-ACS-SVAR Effective Period 12/06/2016 Lhrough 09f3012022 Contract lype Alternate Contract Source Contract Contractors Information Pricing How to Use This Conti-act(7k, 271;.56 KB), Contract Scope(Products and Services,,. 106.94 KB.) Information Technology Enterprise greernents Contract Participating Addend Documents V.-taster gireements Contract Jahn;Jake}Goodrich Administration 650-487-9847 j oh n gond r�jchQd im s TI g ov Commodity des Please refer to"How to Use This Contract''in the Conti-act Information section above. Co Software Value Added Reseller (SVAR) 43230000-NASPO-1 6-ACS-SVAR Contractm Florida Climate Recycled Utilizes Coverage Name CBE Code Friendly Products Authorized Area Preferred Resellers Products CIDW A-Non-M 1 no rity No 'No No Statewide Government LLC Insight Public Sector Inc. A-Non-Minority No No No Statewide SHI International A-Non-Minority No No No Statewide Corp- Page 1393 of 1598 6.H. Consent Agenda 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Approve minutes from the June 25, 2022 City Commission Workshop Meeting, and the July 5, 2022 City Commission Meeting. Explanation of Request: The City Commission met on June 25, 2022 and July 5, 2022, and minutes were prepared from the notes taken at the meetings. The Florida Statutes provide that minutes of all Commission meetings be prepared, approved and maintained in the records of the City of Boynton Beach. How will this affect city programs or services? A record of the actions taken by the City Commission will be maintained as a permanent record. Fiscal Impact: There is no fiscal impact to the budget from this item. Alternatives: Approve, amend and approve, or do not approve the minutes. Strategic Plan: Building Wealth in the Community Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Type Description Addendum Commission Workshop Meeting Minutes 06-25- 2022 D Addendum Commission Meeting Minutes 07-05-2022 Page 1394 of 1598 Minutes of the City Commission Workshop Held Online Via the GoToWebinar Platform and In-Person at the City Hall Commission Chambers 100 East Ocean Avenue, Boynton Beach, Florida On Saturday, June 25, 2022, at 10:00 A.M. Present: Mayor Ty Penserga Andrew Mack, Assistant City Manager Vice Mayor Angela Cruz Mike Cirullo, City Attorney Commissioner Thomas Turkin Maylee De Jesus, City Clerk Commissioner Aimee Kelley 1. Agenda Items A. Call to Order - Mayor Ty Penserga Mayor Penserga called the meeting to order at 10:08 A.M. Roll Call City Clerk Maylee De Jesus called the roll. A quorum was present. Invocation by Mayor Penserga The Invocation was given by Mayor Penserga. Pledge of Allegiance to the Flag led by Mayor Penserga Mayor Penserga led the Pledge of Allegiance to the Flag. Agenda Approval: 1. Additions, Deletions, Corrections Mayor Penserga added Public Comment after Item B. 2. Adoption Motion Commissioner Turkin moved to approve the agenda as amended. Vice Mayor Cruz seconded the motion. The motion passed unanimously. B. As requested by the City Commission, staff has prepared a presentation to review relevant information regarding building height. The presentation includes a review of the history of height regulations and redevelopment planning efforts within the City, the City's current height regulations, a Page 1395 of 1598 Meeting Minutes City Commission Meeting Boynton Beach, FL June 25, 2022 height comparison, factors for consideration when changing height standards and examples of possible changes for discussion. Amanda Radigan, Planning and Zoning Director, introduced the topic of building height, and the workshop agenda. She spoke about the factors that shape a City: size, population, history, existing "fabric", and socio-economic factors; redevelopment visions and goals; economic development goals; dimensional standards; transit-oriented development (TOD); and principals of a successful TOD-Regional Transportation Authority (RTA). She explained the Geographic Organization of Boynton Beach and showed a map with the main arteries of the City. She spoke about the redevelopment planning since 2000, including the Public Workshops and updates that were given regarding the LDR's and the CRA Plan. She explained the current height regulations: land by height. She showed maps in regard to buildings and communities that are 55 feet and below, and the ones that are up to 150 feet. She explained the current regulations: height limitations by zoning district. She talked about height comparison with municipalities that are within Palm Beach County. She further explained each of the following municipalities' height limitations: Jupiter; Delray Beach; Palm Beach Gardens; Boca Raton; and Boynton Beach. She spoke about the height comparisons of Deerfield; Downtown West Palm Beach; and Pompano Beach. She explained the considerations for the Commission: Economic Development Considerations (TOD); impacts on housing affordability; is a TOD and a rail station site desired; station area goals and employment goals; and the compactness. Michael Cirullo, City Attorney, explained the legal considerations for the Commission. He spoke about the following: amending a comprehensive plan, Florida Statute 163.3184; Development Regulations, Florida Statute 163.3202; zoning in Progress - Smith v. City of Clearwater, 383 So.2d (Fla 1980); Moratorium WCI Communities v. City of Coral Springs, 885 So.2d 912 (Fla. 4t" DCA 2004); property rights; Bert J. Harris Jr. Private Rights Protection Act, Florida Statute 70.001; and examples of potential Bert J. Harris claims. Ms. Radigan went over examples for discussion: Example A- Lower height maximum of MU-C from 150 feet to 85, and from 100 feet to 80. She explained the considerations for Example A. She spoke about Example B- lower height maximum of MU—C from 150 feet to 110-149 feet. She explained the considerations for Example B. She spoke about Example C- make no changes to LDR's; Amend downtown District portion of the CRA Plan; Reduce proposed intensity on select parcels; MXH (150 feet) to MXM (75 feet) or MXL (55 feet). She explained the considerations for Example C. She spoke about Example D- Make no changes. She explained the considerations for Example D. Kathryn Matos, Assistant City Manager, explained that there are technical difficulties happening, and that there are issues with comments by virtual guests. She provided her 2 Page 1396 of 1598 Meeting Minutes City Commission Meeting Boynton Beach, FL June 25, 2022 email to the remote audience and invited them to send their comments so she can read them into the record. Commissioner Turkin thanked Ms. Radigan for the presentation. He asked if the dwelling units near the TOD includes existing structures. Ms. Radigan responded yes and outlined the additional units, if all the planned projects are constructed and built as planned. Commissioner Turkin asked if Boynton Beach is competing with Delray Beach for a TOD station. Ms. Radigan responded that she wouldn't say that we are competing but cannot speak on whether the RTA would put a station in both Boynton Beach and Delray Beach. Commissioner Turkin asked if there can be language crafted to allow for site plans to continue. City Attorney Cirullo explained how the City could continue to allow for site plans. He explained development standards and tradeoffs, to offset height differences. Commissioner Turkin said that he preferred Example A as a resolution. Commissioner Kelley commented that she feels like there are few vacant parcels left, and that she likes the idea of restricting individual parcels without having to go through a complete height restriction. She thanked Ms. Radigan for her presentation. Vice Mayor Cruz mentioned that she would still like to speak to Ms. Radigan in regard to this. She stated that she is concerned with traffic, and legal takings of properties. She stated that she would potentially be in favor of amending the CRA Plan but would like to educate herself further before deciding. Mayor Penserga stated that this is a fascinating topic and more complicated than he thought. He explained that in regard to competing, we are going against all other downtowns. He said that there are concerns of traffic, and when you live close to a restaurant, it is walkable and easier to get to. He asked why some places are not taking advantage of the full height allowed right now. Ms. Radigan explained why it might not be advantageous for a business to go to the full height allowed. Mayor Penserga asked how Floor Area Ratio (FAR) is calculated. Ms. Radigan explained how FAR is calculated and the minimums. She further explained the setbacks and step backs, and everything that is included. 3 Page 1397 of 1598 Meeting Minutes City Commission Meeting Boynton Beach, FL June 25, 2022 Mayor Penserga gave an example and asked about property rights. He summarized what their options are: tall and skinny or short and fat structures. Vice Mayor Cruz stated that she would like to find a way to find green space without taking someone's property. Mayor Penserga asked for clarification on the term "taking." City Attorney Cirullo explained what it would mean by the City taking a property. He explained that they also have to go through steps, and everything is really fact specific. He spoke about what the best and right steps are, instead of speculating. Vice Mayor Cruz spoke about moratoriums. She asked if the City wanted to establish one, what would be the steps and how long would it be. City Attorney Cirullo explained what the process is, identifying what the goal is, getting recommendations from the Planning and Zoning board, it would go as a public hearing at two Commission meetings, and then figuring out how long the moratorium should be, while reviews are being done. He stated that a moratorium is usually 3-6 months. Vice Mayor Cruz asked if it would pause any projects being approved. City Attorney Cirullo responded that it depends on where they are in the process. He stated that it depends on what the Commission would like to do. Commissioner Turkin stated that the City has options, and he explained what people in his district would like to see in the downtown area. He said that we don't need height to be successful and offered that this is a way to be proactive, not reactive. Commissioner Kelley commented that it seems like we are asking for updates on where the City is in regard to drainage, infrastructure, road maintenance, utilities projects, and what's upcoming for our downtown. Mayor Penserga asked staff what the role of development projects in infrastructure is. Ms. Radigan explained concurrency and existing issues that the City has. She stated that any development that is approved has to be mitigated by that property, such as utilities, and traffic. She explained the Transportation Concurrency Exception Area (TCEA), and that it is generally in the downtown areas. She spoke about the Transportation Mobility Plan, and how we can move people in different ways and not just cars. C. Public Comments 4 Page 1398 of 1598 Meeting Minutes City Commission Meeting Boynton Beach, FL June 25, 2022 Susan Oyer, 140 SE 27th Way, Boynton Beach, explained the voting history of the City in the 1980's. She spoke about keeping the height low. She spoke about drainage. Evangeline Ward stated that economic development means more Police, more schooling, and not being able to get around easily. She said that the City residents needs to be able to feel safe. She said that we need to be practical about what we're thinking about doing. Thomas Ampliss stated that he came to Boynton Beach to get away from all of the traffic in Boca, and that we are turning into Boca. He stated that we need to look at the long- term goals. Mark Karageorge explained that there was a plan that was passed a long time ago because of Al DeMarco. He said that there has been good and bad growth, but we need to get back to smart growth. He stated that we have great staff that looks at everything before it moves forward, and he commended staff. Christy Ward spoke about housing affordability, and how cost of living has gone higher. She said that we need to fix what we have now. She stated that we need to count the cost of this, how it will affect us, and who are we trying to attract. Michael Weiner, spoke about traffic, building volume, canyonization, compatibility, other municipalities and their cost. He said that it is not going to wreck Boynton. Courtlandt McQuire, 506 Whispering Pines, Boynton Beach, spoke about wanting a vibrant downtown and what it looks like. He commented on projects that are upcoming, greenspace, and rail stations. He suggested hosting another workshop. Mike DeBose spoke about trying to meet the needs for a train station. He commented that he has sent listings of properties to developers, and nobody is interested because of the red tape that Boynton already has. Tyler Knight stated that he understands why having a 4-story building would exacerbate the downtown. Jim Knight explained that a long time ago people were against Walmart, but it was built and is great for the community. He spoke about limiting ourselves to rental products. He said that Delray is better for TOD. Bill Morris commended staff for the presentation. He commented about density in Delray, and smart growth. He stated that this City is looked upon favorably and to think about not doing a moratorium. He thanked the Commissioners for their service. He discussed historical points about Boynton Beach. He spoke about the Fire Department. Virtual comments were read by Assistant City Manager Kathryn Matos. 5 Page 1399 of 1598 Meeting Minutes City Commission Meeting Boynton Beach, FL June 25, 2022 Mayor Penserga closed public comments. Commissioner Turkin asked about the LDR and if it was a change to the CRA Plan. Ms. Radigan explained the consolidated plan. She said that the original plan went up to 150 feet. She explained the changes that have been made over 20 years. Commissioner Turkin stated that we need to consider what we are voting on and mentioned that him and his neighbors do not want a train station in their backyard. He said that they have a lot to discuss and maybe another workshop meeting is needed, so they can go over their options. Commissioner Kelley thanked the residents that attended and staff. Vice Mayor Cruz stated that she wishes we would have had more residents. She stated that she will continue to speak with staff to see how we could best move forward. Mayor Penserga thanked everyone. 2. Adjournment The meeting was adjourned at 12:22 P.M. ATTEST: Maylee De Jesus, MMC City Clerk 6 Page 1400 of 1598 Minutes of the City Commission Meeting Held Online Via the GoToWebinar Platform and In-Person at the City Hall Commission Chambers 100 East Ocean Avenue, Boynton Beach, Florida On Tuesday, July 5, 2022, at 4:15 P.M. Present: Mayor Ty Penserga James Stables, Interim City Manager Vice Mayor Angela Cruz Kathryn Matos, Asst. City Manager Commissioner Woodrow L. Hay Andrew Mack, Asst. City Manager Commissioner Thomas Turkin Mike Cirullo, City Attorney Commissioner Aimee Kelley Maylee De Jesus, City Clerk 1. Agenda Items A. Call to Order - Mayor Ty Penserga Mayor Penserga called the meeting to order at 4:15 P.M. Roll Call City Clerk Maylee DeJesus called the roll. A quorum was present. Closed Door Session Pursuant to Section 286.011(8), Florida Statutes, the City Attorney requested a private attorney-client session of the City Commission to discuss the following case: CITY OF BOYNTON BEACH, a Florida municipal corporation, Plaintiff, vs. JKM BTS CAPITAL, LLC, Defendant - Palm Beach County Circuit Court Case Number: 50-2020CA012780-XXXX-MB In attendance will be the City Attorney Michael Cirullo, Special Litigation Counsel Thomas Baird, Interim City Manager Jim Stables, a Court Reporter, the Mayor and City Commission. Some participants may attend telephonically or by communications media technology (CMT). Approximately 90 minutes will be needed. Mayor Penserga called for a recess for the Closed Door Session at 4:17 P.M. Attorney Cirullo reconvened the meeting at 5:44 P.M. Mayor Penserga adjourned the meeting at 5:45 P.M., until the meeting at 6:00 P.M. Mayor Penserga reconvened the meeting at 6:03 P.M. Roll Call Page 1401 of 1598 Meeting Minutes City Commission Meeting Boynton Beach, FL July 5, 2022 City Clerk De Jesus called the roll. A quorum was present. Invocation by Pastor Amalie Ash, First Presbyterian Church Invocation was given by Pastor Amalie Ash. Pledge of Allegiance to the Flag led by Vice Mayor Angela Cruz Vice Mayor Angela Cruz led the Pledge of Allegiance to the Flag. Agenda Approval: 1. Additions, Deletions, Corrections Mayor Penserga discussed Item 10A and noted that the Human Resources update was supposed to be after the 30-day period, so it will be added to the next month's agenda. Commissioner Turkin asked to add a column for local candidates to the master spreadsheet for Item 10A. Mayor Penserga added virtual meetings to New Business. Mayor Penserga added the following to Future Agenda: feasibility of solar panels on all municipal buildings; infrastructure status updates; and local rules and procedures for City Commission Meetings. 2. Adoption Motion Commissioner Hay moved to approve the agenda as amended. Vice Mayor Cruz seconded the motion. The motion passed unanimously. 2. Other A. Make Informational items by the Members of the City Commission. Commissioner Hay noted that Feeding South Florida changed from Thursdays to Saturdays, but the Saturdays will alternate every other week. He spoke about the 4t" of July celebration at Intracoastal Park, and he commended Staff and visitors. Vice Mayor Cruz disclosed that she spoke to Bonnie Miskel regarding Item 8A. She commended Staff and first responders for the 4t" of July celebration. Commissioner Kelley promoted the Feeding South Florida Family Philanthropy Day. She 2 Page 1402 of 1598 Meeting Minutes City Commission Meeting Boynton Beach, FL July 5, 2022 also thanked Staff for the 4t" of July celebration. Mayor Penserga disclosed that he spoke to Bonnie Miskel regarding Item 8A. He also disclosed he had a conversation with Jeff Burns, Nick Rojo, and Michael Weiner regarding Item 6C and 8B. He thanked Staff for the 4t" of July celebration. 3. Announcements, Community And Special Events And Presentations A. Announcement regarding the Economic Development Plan Public Input Meeting on July 18, 2022. Mayor Penserga announced this meeting. John Durgan, Economic Development Manager, announced that the meeting will be held at 5:30 P.M. in the Commission Chambers. He noted that a virtual option will be available. B. Mayor Penserga to present a Certificate of Achievement to Daneja Forrest, who graduated from Smart Horizon's Career Online High School Program, offered by the Boynton Beach City Library. Mayor Penserga presented a certificate of achievement to Daneja Forrest. Daneja Forrest thanked everyone for the program. She stated that it helped her, as she is a single mother. Jeannie Taylor, Assistant Library Director, provided information about the program. She mentioned that there are 12 additional people graduating soon. C. Proclaim the month of July 2022 as Parks & Recreation Month. Kacy Young, Recreation and Parks Director, will accept the proclamation. Mayor Penserga read the proclamation into the record. Mr. Young accepted the proclamation with his team. 4. Public Audience Individual Speakers Will Be Limited To 3 Minute Presentations (at the discretion of the Chair, this 3-minute allowance may need to be adjusted depending on the level of business coming before the City Commission) Timothy Frayley spoke about the Boynton Beach Haunted Pirate Fest and Mermaid Splash, and its transition from the CRA to the City, and asked if we are having it in October for Halloween. He stated that there is great economic impact here in Boynton Beach. Karen Ho, 1101-1103 N. Federal Highway, stated that the Commissioners have control. She said that one of her properties was taken away from her. She filed a complaint with Boynton and the County, she stated that it was defraud. She shared her phone number. 3 Page 1403 of 1598 Meeting Minutes City Commission Meeting Boynton Beach, FL July 5, 2022 Cindy Falco Di-Corrado wants a park for Forest Park. She asked when they will repaint the flag on the ground, and when did we decide we were going to spend taxpayers' money on a flag on the ground. She asked for September to be Heterosexual Month. She also requested more transparency in the community. Danny Farrell, 4414 Roundtable Court, stated that he appreciates the intersection and the upkeep of the flag. He addressed speeding along Gateway and Lawrence Road. He spoke about the total number of accidents that have happened in Boynton Beach. Shannon Thompson, mother of Stanley Dale Davis I11, spoke about the investigation about her son's death. She mentioned that she hired private investigators to investigate the City. She stated that he has not been honored on his day. Mercedes Morris, cousin of Stanley Dale Davis III, spoke about her cousin's death. She stated an SJ Day Proclamation on December 26, the date of his death, would be nice. She recommended developing a dirt bike park for the community. She mentioned that there is a non-profit organization in his name, and it would be nice for the City to donate to the organization. Wesley Schuler, Delray Beach, stated that if the investigation says 180 days, where does that put the Police Officer at now, in regard to paying the Officer for being at home. Bishop Bernard Wright asked that the Commission attend the Community Review Board. He spoke about ARPA money that has not been distributed. He commented about Commissioner Hay and not bringing change to the community. He spoke about the Stanley Davis investigation. Ernest Mignoli, 710 NE 7t" Street, #407, spoke about the election, and using a false name and PO Box. He commented on the SJ investigation. Bryce Graham, 2nd Vice President National Network Central Florida, spoke about the SJ investigation. He talked about the disgrace happening around the country and in Boynton Beach. He spoke about having protests in Boynton Beach. Mayor Penserga welcomed virtual comments. Michael Brunson thanked the staff for the 4t" of July celebration, but mentioned that the departure of the crowd was disorganized and unsafe. Sharday Hunter, aunt of Stanley Dale Davis III, spoke about the SJ Investigation. She requested a street be named after him, and for the City to have an SJ Day in December. 5. Administrative 6. Consent Agenda A. Approve the one-year extension for RFPs/Bids and/ or piggy-backs for the 4 Page 1404 of 1598 Meeting Minutes City Commission Meeting Boynton Beach, FL July 5, 2022 procurement of services and/or commodities under $100,000 as described in the written report for July 5, 2022 - "Request for Extensions and/or Piggybacks." B. Proposed Resolution No. R22-089 - Authorize Mayor to sign the Florida Department of Transportation's (FDOT's) Local Funded Agreement, Three Party Escrow Agreement, and FDOT Highway Maintenance Memorandum of Agreement. C. Proposed Resolution No. R22- 090 - Approve and authorize the Mayor to sign the Parking Lease Agreement between the Boynton Beach Community Redevelopment Agency and BB QOZ, LLC (Affiliated Development, LLC) as a joinder party for 150 public parking spaces. D. Approve the request for the Release of Declaration of Unity of Title previously placed on parcels located at the southeast corner of NE 2nd Street and NE 11th Avenue, in connection with the previous approval of a Unity of Control instrument on property approved for a duplex for a Habitat for Humanity project. E. Proposed Resolution No. R22-091 -Authorize the Mayor to sign an Access Easement and Maintenance Agreement with Publix Super Markets, Inc. to allow for the provision of a landscape buffer on City property located north of and adjacent to 5500 Park Ridge Boulevard. F. Proposed Resolution No. R22-092 -Approve and authorize the Interim City Manager to sign Amendment No. 1 to Grant Agreement No. 22RRE09 with the Florida Department of Environmental Protection (FDEP) for the Coastal Resilience Partnership of Southeast Palm Beach County Vulnerability Assessment Update. G. Proposed Resolution No. R22-093 -Authorize the Mayor to sign a Resilient Florida Planning Grant application, enter into an agreement with the Florida Department of Environmental Protection (FDEP), and approve any time extensions required to conduct a Critical Shoreline Infrastructure Vulnerability Assessment and Adaptation Action Plan for a reimbursement amount of up to $325,000. H. Approve the purchase of two (2) replacement vehicles that were approved in the FY21-22 budget, two (2) new vehicles for Development for an estimated amount of $45,384.00 by utilizing the Florida Sheriffs Association, FSA20-VEL28.0. I. Approve minutes from the June 7, 2022 City Commission Meeting, and the June 21, 2022 City Commission Meeting. 5 Page 1405 of 1598 Meeting Minutes City Commission Meeting Boynton Beach, FL July 5, 2022 Motion: Commissioner Kelley moved to approve the consent agenda. Commissioner Hay seconded the motion. The motion passed unanimously. 7. Consent Bids and Purchases over$100,000 A. Approve the one-year extension for RFPs/Bids and/or piggy-backs for the procurement of services and/or commodities over $100,000 as described in the written report for July 5, 2022 -"Request for Extensions and/or Piggybacks." B. Proposed Resolution No. R22-094 -Approve the ranking as recommended by the Evaluation Committee and authorize the Interim City Manager to sign a Professional Services Agreement with Origami Risk LLC, of Chicago, IL as result of RFP No. RM22-007 in the amount of$195,495.00 for the first two (2) years of the Risk Management Information System (RM IS). C. Proposed Resolution No. R22-095 - Authorize the City Manager to sign a three (3) year agreement with Command Counseling Center, LLC. for First Responders Support Services, with a not to exceed $150,000.00 per year. These services are not subject to the competitive solicitation requirements per Florida Statute 287.057. D. Award Task Order No. F-07-2022, Memorial Park Fencing, part of Bid No. 028-2511-20/RW for Minor Construction Services and authorize the issuance of a purchase order to Homrich Corp of Lake Worth, FL as the lowest responsive, responsible bidder for the amount of $183,000. Mayor pulled Item 7C. Interim City Manager Stables introduced Chief Bruder. Chief Bruder explained mental health for first responders, and how it is handled. He mentioned all of the research that was done in order to have trauma-trained therapists, but that there is a higher need for this mental health therapy. Commissioner Turkin stated that in the private sector mental health support is part of a benefits package. He asked how often the mental health offerings are utilized. Chief Bruder responded that there are approximately 350 employees and civilians. He explained the goal of mental health help for employees and stated that we exceeded the amount of use of the therapy sessions. He said that the proposed contract doubles the amount of therapy sessions. He stated that it is specific for first 6 Page 1406 of 1598 Meeting Minutes City Commission Meeting Boynton Beach, FL July 5, 2022 responders. Interim City Manager Stables stated that civilians may experience five trauma situations in a lifetime, but first responders might experience that in just one shift. He noted that counseling is critical for first responders. Commissioner Turkin asked for clarifications on who can use it. Chief Bruder reiterated that it is for first responders, but would allow an employee to use it, if needed. Commissioner Hay stated that this is necessary for First Responders and Police, but distinct, because it would take more for a Police Officer to come forward for help. He asked why they were grouped together and not separate, so that it doesn't look like we have police officers that have mental health problems. Chief Bruder stated that they were combined because both are suffering from the same type of trauma. He said that there are HIPAA rights, so if someone is on medication, it stays private. He commented on the counseling that they need. Commissioner Hay asked if we are the first City in the area that has this program. Chief Bruder responded that there are other cities with similar programs. He stated that there are HIPAA laws that do not allow us to divulge information regarding the counseling. Commissioner Kelley thanked Chief Bruder for bringing this to the City. She commented about the different environments that the Police and Fire personnel are in, because Police are typically alone most of the time. She asked what the turnaround time is when a first responder makes a call for help. Chief Bruder stated the first responders have experienced delayed responses with EAP type of systems. He said contractually with this program, there is a 24-hour response, but it's usually less than 12 hours. Mayor Penserga asked if dispatchers are included under first responders. Chief Bruder responded yes, they are included. He stated that the doctor also comes in twice a year to do informational sessions. Commissioner Kelley asked what is done for officers that aren't comfortable coming to sessions and openly talking about topics. Chief stated that Dr. Guma is here and could answer more questions. He said that it starts at the top and trickles down. He mentioned that they will continue to work out 7 Page 1407 of 1598 Meeting Minutes City Commission Meeting Boynton Beach, FL July 5, 2022 of the box to offer services. Vice Mayor Cruz stated that it is important to maintain confidentiality. She asked if it is a 50/50 split or one bucket for funding. Chief Bruder stated that it is easier to do a 50/50 split from each department, for budget purposes. Commissioner Turkin asked about the potential merger with PBSO and how would this program change. Chief Bruder stated that this is modifiable at any point with a 30-day notice. Motion: Vice Mayor Cruz moved to approve 7C. Commissioner Kelley seconded the motion. The motion passed unanimously. Vice Mayor Cruz moved to approve the Consent Bids and Purchases over $100,000. Commissioner Hay seconded the motion. The motion passed unanimously. 8. Public Hearing 6 p.m. or as soon thereafter as the agenda permits. The City Commission will conduct these public hearings in its dual capacity as Local Planning Agency and City Commission. A. Approve request for Master Plan Modification (MPMD 22-001) for Shalimar at Boynton Beach to establish project density and intensity, maximum building heights, land use distribution, and vehicle pedestrian circulation design. Applicant: Rene Gutierrez, TM Residential LLC. Approve request for New Major Site Plan (NWSP 22-001) for Shalimar at Boynton Beach to allow the construction of a mixed-use development consisting of 250 residential units, two (2) 2,150 square foot retail buildings, a 9,850 square foot clubhouse, and associated site improvements. Applicant: Rene Gutierrez, TM Residential LLC. (Tabled from the April 19, 2022 and May 17, 2022 City Commission meetings.) Motion Vice Mayor Cruz moved to remove this from the table. Commissioner Hay seconded the 8 Page 1408 of 1598 Meeting Minutes City Commission Meeting Boynton Beach, FL July 5, 2022 motion. The motion passed unanimously. Attorney Cirullo read the title into the record. He explained the process for these items. He swore in anyone that intends to give testimony today. Bonnie Miskel, presented Shalimar at Boynton Beach as follows: showed a map on the property location; prior approvals; application request; proposed site plan; proposed landscape plan; proposed open space diagram; proposed north elevation- Clubhouse and Retail; proposed elevations building Type I; proposed ground level floor plan building Type I; proposed elevations building Type I Hybrid; proposed ground level floor plan building Type I Hybrid; proposed elevation building Type II; proposed ground level floor plan building Type II; Proposed elevations building Type III; proposed ground level floor plan building Type III; Proposed elevations building Type IV; proposed ground level floor plan building Type IV; Proposed elevations building Type V; proposed ground level floor plan building Type V; Proposed rendering- Boynton Beach Boulevard; proposed rendering- view from northeast; modifications to conditions of approval- request to modify Engineering Condition 1; and staff recommendation of approval. She spoke about a better spot for the mail kiosk, which was a change based on the P&D Board Meeting. She mentioned a comment about the lift station being undesirable, so they revised that as well. Vice Mayor Cruz thanked the applicants for their presentation. She stated that she is concerned about the retail space and asked if they could add more retail. Ms. Miskel responded that they have played around with the layout of the commercial portion, and said that they have excess parking, and they can change the plan slightly. Amanda Radigan, Planning and Zoning Director, stated that the City's presentation is redundant to what was just presented. She said that she is available for additional questions. She noted that there is excess parking, but they would like to be able to review any changes to the site plan in a more conducive setting. Annette Nolasco presented the clubhouse site plan and showed what a revision could be. She provided the plan as part of the record. Ms. Miskel stated that they can go from 4,300 to 6,700 square feet. She stated that if they approve it, subject to the code, they can create a more unified frontage of retail. Ms. Radigan explained the retail space and the limitations. She also stated that there is some space to expand. She commented that she is comfortable working with the applicant on changes, pending the Commission request. Vice Mayor Cruz asked if the picture shows the front of the building. 9 Page 1409 of 1598 Meeting Minutes City Commission Meeting Boynton Beach, FL July 5, 2022 Ms. Nolasco explained the site plan. Attorney Cirullo explained the handout she is referencing. Commissioner Kelley stated that she agreed with Vice Mayor Cruz about the retail space, and the different opportunities that they can have. She said that she is struggling with traffic and believing that the residents will not want to go west, toward the turnpike. She asked what the City's position is regarding traffic. Gary Dunmyer, City Engineer, explained an alternative to go west. Commissioner Kelley stated that she does not believe that residents will go backwards to then come back. Mr. Dunmyer stated that residents will have to adapt. Brian Kelley, Palm Beach County Traffic Engineer, stated that there will be a combination of people who will go different ways to go west. He stated that they did a full study on it. Commissioner Turkin asked if there is a grade to that traffic report. Mr. Kelley stated that it is at a D, which is a standard level. He stated that they are running at 70% capacity. Commissioner Turkin stated that he is concerned about whose responsibility it is to identify and protect endangered species. Ms. Miskel stated that the owner would be responsible, but they do not believe there are any endangered species. Ernie Gutierrez, TM Presidential Applicant, stated the environmental study was done mid last year and both results were negative. He said the report can be provided to Planning and Zoning. A short discussion ensued about endangered species. Commissioner Turkin stated that he would like to look at the report. He agreed with Vice Mayor Cruz and Commissioner Kelley on the retail space. Commissioner Hay asked about ingress and egress off of Boynton Beach Boulevard. Mr. Gutierrez explained the locations. He explained where the fire and garbage trucks can make the turns. 10 Page 1410 of 1598 Meeting Minutes City Commission Meeting Boynton Beach, FL July 5, 2022 Ms. Radigan confirmed that the site plan has been approved by Staff. Mayor Penserga opened public comment. Susan Oyer, 140 SE 27th Way, stated that this is not originally what was brought forward, and Bonnie did a great job with the changes. She spoke about the buffer zone and that she hopes it is enough space, and that there should be more trees. She commented on the native birds. She stated that the roof should be white, and we need more retail, and car chargers, and we should not take away green space. Danny Farrell, 4414 Roundtable Court, commented that he has not heard anything about pricing for these units, and he does not believe it will be affordable. Ernest Mignoli, 71 NE 7th Street #407, stated that projects like this become high density for millionaires and billionaires, and is not affordable. He said that the projects that come before the Commissioners are in the election contributions. Mayor Penserga opened virtual comments. Ramona Young was called upon but was offline. Christy Ward stated that she is concerned with traffic and affordability. Mayor Penserga closed public comment. Ms. Radigan stated that the Staff presentation has covered the comments, but that the applicant can talk to affordability. Vice Mayor Cruz commented on the traffic and being concerned about the conditions and asked if something can be done about this. Ms. Radigan explained what the traffic engineering study is based off of and stated that it is sufficient. Commissioner Turkin asked if the traffic report for the County can be included. Commissioner Kelley asked if we knew when the last time this road was looked at for a traffic light. Mr. Dunmyer stated that he can look into that. Ms. Radigan stated that each new project has to go through FDOT, and they are being monitored. Commissioner Kelley asked what it would take to have that looked at now with a 11 Page 1411 of 1598 Meeting Minutes City Commission Meeting Boynton Beach, FL July 5, 2022 development being considered and potential population increase in that area. Mr. Kelley explained the traffic study process. Ms. Miskel explained pricing and said that the housing prices are between $1,800- $2,900 monthly. She further explained the housing shortage in Palm Beach County and stated that the City does not require affordable housing and this is permitted by right. She mentioned that this project was subject to DOT approval as well. She explained what the original plan was, and the changes that were made, regarding the traffic study. She said that this meets code and they exceeded open space. Ms. Radigan asked for Commission's direction in regard to the sidewalk, and would like to keep that condition as is, as it is required. She explained the requirement, and what the applicant is requesting. Commissioner Hay stated that he would like to take a look at the sidewalk issue a little bit more. He stated that he is supporting staff's condition for approval. Vice Mayor Cruz stated that she does not have a strong position, but time is of the essence and the applicant has worked with staff to get this completed. She stated that she would go with staff's recommendation regarding the sidewalk. Commissioner Turkin stated that he would like to table this and look into it more with staff. Commissioner Kelley stated that this is their first time hearing about this project and that the applicant has worked hard on the project. She stated that her concerns with traffic will always be a concern. She deferred to staff in regards to the sidewalk, and agrees that we need to move forward on this. Mayor Penserga stated that there is consensus to move forward with staff recommendation regarding the sidewalk condition and to decide tonight. Motion Vice Mayor Cruz moved to approve Item 8A, with the conditions of staff recommendation of retail space to the maximum extent possible on Boynton Beach Boulevard, with the changes made today, and is effective for both parts of the application. Commissioner Turkin seconded the motion. The motion passed unanimously. B. Proposed Resolution No. R22-088 - Approve and authorize the Boynton Beach Community Redevelopment Agency to enter into a Purchase and Development agreement with BB QOZ, LLC (Affiliated Development, LLC) for the development of the 115 North Federal Highway infill mixed use project for a purchase price less than fair market value. 12 Page 1412 of 1598 Meeting Minutes City Commission Meeting Boynton Beach, FL July 5, 2022 City Attorney Cirullo explained the item. He explained that there is a typo that should say $100 and not $10. Mayor Penserga opened public comment. Ernest Mignoli, 71 NE 7t" Street #407, asked for clarification on what is being approved tonight. He mentioned the political contributions for projects. Mayor Penserga opened virtual comments. Michael Shramko started to speak on a previous item. Mayor Penserga stopped him and asked him to email his comments to the City Clerk to be included in the record. Motion Vice Mayor Cruz moved to approve Item 813. Commissioner Kelley seconded the motion. The motion passed unanimously. 9. City Manager's Report - None 10. Unfinished Business A. As requested by the City Commission, Human Resources will provide an update on the City Manager Search process. Item 10A was deferred until next meeting. 11. New Business A. Virtual Meetings Mayor Penserga stated that Virtual Meetings were due to a pandemic and recommended retiring the option. He noted the technical difficulties they experience. Commissioner Kelley stated that part of the system that works is that the public can watch the meeting live, but that we are doing a disservice to the residents with technical issues. She suggested the public email their comments to the City Clerk. Mayor Penserga asked if comments emailed should be read into the record. Commissioner Kelley responded no. Commissioner Turkin stated that things need to change and he would like to offer the option to have virtual comments. 13 Page 1413 of 1598 Meeting Minutes City Commission Meeting Boynton Beach, FL July 5, 2022 Mayor Penserga stated that sometimes people are online pretending to be other people. Commissioner Hay stated that he is not ready to shut it down and he would like to have it go for a little bit longer. Mayor Penserga asked if they would be open to looking at new systems. Commissioner Hay agreed. Commissioner Turkin would not support eliminating this until there is a better alternative. Mayor Penserga stated that transition depends on staff. Vice Mayor Cruz agreed with the rest of the Commission. Commissioner Turkin stated that it is important and that we need to have it more accessible to residents. Mayor Penserga stated that there is consensus to research a system that works better. 12. Legal A. Proposed Ordinance No. 22-016 - Second Reading - an Ordinance of the City of Boynton Beach, Florida; amending Chapter 18, Article IV, Pensions for Firefighters; amending Section 18-180.2 of the City Code governing Firefighter Pension COLA; amending Section 18-194(b) regarding the Firefighter DROP program; providing for inclusion in the code; providing for severability; providing for a repealer; and providing for an effective date. City Attorney Cirullo read the proposed ordinance by title. Mayor Penserga opened public comment. Ernest Mignoli, 71 NE 7t" Street #407, stated that he speaks to a lot of people that are frustrated with the meetings and the way people over allotted time. He stated that most people are afraid to come in. Motion Vice Mayor Cruz moved to approve Ordinance 22-016. Commissioner Hay seconded the motion. In a roll call vote, the motion passed unanimously. 13. Future Agenda Items A. Commission discussion on staff research of legal options to help mitigate rental prices and tenant rights, requested by Mayor Penserga. — TBD 14 Page 1414 of 1598 Meeting Minutes City Commission Meeting Boynton Beach, FL July 5, 2022 B. Discussion on the Red-Light Camera Program requested by Commissioner Turkin. — TBD C. Discussion on observing Juneteenth as a City holiday, requested by Commissioner Hay. - TBD D. Discuss a potential park in Leisureville, requested by Vice Mayor Cruz. — TBD 14. Adjournment Motion Vice Mayor Cruz moved to adjourn the meeting. Commissioner Hay seconded the motion. The motion passed unanimously. The meeting was adjourned at 8:58 P.M. CITY OF BOYNTON BEACH ATTEST: Maylee De Jesus, MMC City Clerk 15 Page 1415 of 1598 7.A. Consent Bids and Purchases Over $100,000 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Approve the one-year extension for RFPs/Bids and/or piggy-backs for the procurement of services and/or commodities over $100,000 as described in the written report for July 19, 2022 - "Request for Extensions and/or Piggybacks." Explanation of Request: As required, the Finance/Procurement Department submits requests for award to the Commission; requests for approval to enter into contracts and agreements as the result of formal solicitations; and to piggy-back governmental contracts. Options to extend or renew are noted in the "Agenda Request Item" presented to Commission as part of the initial approval process. Procurement seeks to provide an accurate and efficient method to keep the Commission informed of pending renewals and the anticipated expenditure by reducing the paperwork of processing each renewal and/or extension individually and summarizing the information in a monthly report(as required). VENDOR(S) DESCRIPTION OF SOLICITATION RENEWAL TERM AMOUNT SOLICITATION NUMBER Piggyback Volusia Annual Estimated Boundtree Medical Supplies County July 12, 2022 - July Expenditure Medical 12, 2023 18-B-43AK $130,000 How will this affect city programs or services? This renewal report will be used for those solicitations, contracts/agreements and piggy-backs that are renewed/extended with the same terms and conditions and pricing as the initial award. Fiscal Impact: Funds have been budgeted under line items as noted on the attached report. Alternatives: Not approve renewals and require new solicitations to be issued. Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Page 1416 of 1598 Grant Amount: Attachments: Type Description D Attachment Bid Extensions and Piggy® acs over $100,000 D Attachment Renewal ® Boundtree Medical ® 2022-2023 Page 1417 of 1598 CITY OF BOYNTON BEACH REQUESTS FOR BID EXTENSIONS AND PIGGY-BACKS OVER $100,000 JULY 19, 2022 REQUESTING DEPARTMENT. MATERIALS AND DISTRIBUTION DEPARTMENT CONTACT. MICHEAL DAUTA TERM: July 12, 2022 thru July 12, 2023 SOURCE FOR PURCHASE. 18-B-43AK ACCOUNT NUMBER: 502-0000-141-0100 VENDOR(S): Boundtree Medical ANNUAL ESTIMATED EXPENDITURE. $130,000 DESCRIPTION: On September 21, 2021, City Commission approved the piggyback of the Volusia County Contract for Medical Supplies. The vendor has agreed to renew the Contract for the one-year renewal option thru July 12, 2023. 98 File Number: 9832 Page 1 of 2 Date: 05/17/2022 AGENDA ITEM Item: Y [] Ordinance [] Resolution I [] Budget Resolution [X] Other County Goals [] Thriving [] Economic & [] Excellence In [X] NA Communities Financial Vitality Government Department: Public Protection Division: Emergency Medical Services Subject: Renewal of agreements for medical supplies, ITB 18-B-43AK. McAllister, Michelle Pamela Wilsky Legal County Manager's Office Proxy for Mark W I Swanson Director Heather Wallace Ryan Ossowski Public Protectionvl� Assistant County Chief Financial Officer Attorney Lo, Approved in Department Approval Accordance with �'//' Purchasing Policies and hf� Procedures Approved as to Form Michael Colman Aaron Van Kleeck and Legality Director Emergency Medical Services Approved as to Budget Requirements Division Approval Council Action: Approved as Recommended Modification: Fund Number(s): Description: Amount: 002 Emergency Medical Services 002-555-1000-5511 (Estimated Annual $1,200,000.00 Expenditure: Medical and Surgical Supplies) 999 Various Estimated Annual Expenditure: Various $50,000.00 divisions including fire services and human resources Total Item Budget: $1,250,000.00 Staff Contact(s): Phone: Ext. Mark Swanson 386 740 5120 12900 Michael Colman 386 262 5311 26653 Summary/Highlights: On July 7, 2018, the county council awarded agreements for medical supplies to Concordance Healthcare Solutions, LLC; Bound Tree Medical, LLC; Henry Schein, Inc.; QuadMed; IGMC Medical Technology Group- and POSS, LLC. Concordance Healthcare Solutions, LLC has since been acquired by Bound Tree Medical, LLC. The original term was for three years with two one-year renewals. On June 22, 2021, the council approved the first one-year extension. There are no changes to the terms and conditions and staff recommends approval of the Budget 2-2 Page 1419 of 1598 File Number: 9832 Page 2 of 2 second one-year renewal with the above vendors. The estimated annual expenditures are approximately $1,250,000. Historical expenditure data is attached. Recommended Motion: Approval Budget 2-2 Page 1420 of 1598 COUNTY OF VOLUSIA, FLORIDA PURCHASING DIVISION 123 W. Indiana Ave Deland, FL 32720-4608 VolusId Count Telephone: (386) 943-7009 Fax: (386) 740-5158 FLORIDA � E-mail: akokitus(cvolusia.org Master Agreement Renewal Request To: QuadMed, Inc. From: Andrew Kokitus Attn: Bid Department Date: 4/7/2022 E-Mail: bidsCa),quadmed.com Subject: Renewal ofMaster Agreement For Medical Supplies, ITB 18-B-43AK. MA #20322A MESSAGE: The current Master Agreement expires 7/12/2022 . The County would like to extend the above-mentioned Master Agreement until 7/12/2023 at the same prices, terms and conditions. Please notify us of your willingness to extend this agreement by having an authorized person sign t �s form , and returning it to my attention. : - w� fl et Q z In order for the above Master Agreement to be extended, the County also requires a current ACORD insurance form identifying the solicitation number or project name and Purchasing Agent/contact and naming Volusia County as an additional insured. Thank you for your prompt reply. X Yes, we are interested in doing business with the County, as outlined above. No, we are not interest d in doing business with the County, as outlined above. Authorized Signature �� C' Date 04/22/22 Firm's address: QuadMed, I 1. 11210-1 Phillips Industrial Blvd E. Jacksonville, FL 32256 Email address: bids@quadmed.com Please return to Andrew Kokitus via email: akok.itus(W1volusia.or or fax (386) 740-5158 If you have any questions regarding this communication, please don't hesitate to contact me at the numbers or e-mail address indicated above. Page 1421 of 159 COUNTY OF VOLUSIA, FLORIDA ` PURCHASING DIVISION 123 W. Indiana Ave DeLand,FL 327204608 W� Volusia County Telephone: (386) 943-7009 Fax: (386) 740-5158 FLORIDA E-mail: akokitusvolusia.org Master Agreement Renewal Request To: Bound Tree Medical, LLC From: Andrew Kokitus Attn: Rhiannon Greene Date: 4/7/2022 E-Mail: submitbids@boundtree.com Subject: Renewal of Master Agreement for Medical Supplies, ITB 18-B43AK. MA #20320A MESSAGE: The current Master Agreement expires 7112/2022 . The County would like to extend the above-mentioned Master Agreement until 7/12/2023 at the same prices, terms and conditions. Please notify us of your willingness to extend this agreement by having an authorized person sign this form and returning it to my attention. In order for the above Master Agreement to be extended, the County also requires a current ACORD insurance form identifying the solicitation number or nroiect name and Purchasing Agent/contact and naming Volusia County as an additional insured. M Thank you for your prompt reply. X Yes, we are interested in doing business with the County, as outlined above. No, we are not interests doing by,'Hess with the County, as outlined above. Authorized Signature Date 04/12/2022 Firm's address: Bound Tree Medical, LLC 5000 Tuttle Crossing Blvd. Dublin, OH 43016 Email address: submitbids@boundtree.com Please return to Andrew Kokitus via email: akokitas .vcisiao- or fax (386) 740-5I58 If you have any questions regarding this communication, please don't hesitate to contact me at the numbers or e-mail address indicated above. Page 1422 of 1598 COUNTY OF VOLUSIA, FLORIDA PURCHASING DIVISION 123 W. Indiana Ave DeLand,FL 32720-4608 olusla County Telephone: (386) 943-7009 Fax: (386) 740-5158 FLORIDA E-mail: akokitus@volusia.org Master Agreement Renewal Request To: Henry Schein, Inc. From: Andrew Kokitus Attn: Andy Goldy Date: 4/16/2021 E-Mail: Andy.Goldy@henryschein.com Subject: Renewal of Master Agreement for Medical Supplies, ITB 18-B-43AK. MA #20321 MESSAGE: The current Master Agreement expires 7/12/2021 . The County would like to extend the above-mentioned Master Agreement until 7/12/2022 at the same prices, terms and conditions. Please notify us of your willingness to extend this agreement by having an authorized person sign this form and returning it to my attention. In order for the above Master Agreement to be extended, the County also requires a current ACORD insurance form identifying_ the solicitation number or 1project name and. Purchasing-Agent/contact and. naming Volusia County as an additional insured. Thank you for your prompt reply. Yes,we are interested in doinbusiness with the County, as outlined above. n fir`, the f"v_ M No, we are not interested in doing business with the County, as outlined above. f -I Authorized Signature' Date A-120[2A Firm's address: Wss tiur"'10 r,. y ._MA SA1I,i - NJ w)LWl Email address: tA 1 e (I . bom Please return to Andrew Kokitus via email: akokitus @ volusia.or' or fax (386) 740-5158 If you have any questions regarding this communication, please don't hesitate to contact me at the numbers or e-mail address indicated above. Page 1423 of 1598 HENRY SCHEIN° Henry Schein, Inc.•135 Duryea Road•Melville, NY 11747 April 20,2021 Volusia County,FL Andrew Kokitus Senior Procurement Analyst 123 W. Indiana Av DeLand,FL 32720 RE: BID: Medical Supplies, ITB 18-B-43AK Due: May 3,2021 Dear Andrew Kokitus, Thank you for giving Henry Schein the opportunity to participate in your bid. For more than 35 years, Henry Schein EMS has been the solution EMS professionals turn to for their emergency medical and rescue product needs. Representing the industry's leading manufacturers, Henry Schein EMS offers a full line of EMS medical supplies and specialty equipment. With more than 20 sales professionals (most of whom started their careers as field medics),Henry Schein EMS has one of the largest and most experienced EMS teams in the industry. Our goal is to ensure you are prepared to save lives by providing cost-effective supplies, quality equipment, and prompt services. In an effort to keep you informed,we wanted to let you know upfront, due to the coronavirus outbreak,we are experiencing higher than normal demand globally for infection control products such as gloves,masks, goggles, and face shields, among other items. We are working with our manufacturing and supply chain partners, as well as global health organizations including the Pandemic Supply Chain Network,the World Health Organization,the Chinese Ministry of Health, and the Centers for Disease Control&Prevontion,to address shortages as they occur. Given this situation and acute market needs, we anticipate disruptions to orders for certain infection products in various markets.Please contact your local Henry Schein consultant for specific inventory inquiries. It is possible that we may not have product available to ship at the time you desire to purchase, or we may be unable to supply the product at the quoted price because of quickly escalating costs that are out of our control during this very uncertain and unprecedented coronavirus pandemic. Thank you in advance for your consideration of our bid. Sincerely, Julia Strange EMS Bid Supervisor 631-843-5500 x2401527 EMSBids@HenrySchein.com I Products & Services for Healthcare Professionals ISO REGISTERED Page 1424 of 1598 m x m W O n �. 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'.,cr fT1 —_� �7 m ac is Q 7 iaa 3. z f0 ('� s C2. r, g rs w 0 C) = XCD $ ca; n 0 t CD w + m'> cr > rt r > (D m' v) a � -09 49 EA -69oV � cnm v N CD s N s4O (CS� O 00 N W N O OD N O s � C W O 0 W ro 0 w m w I age 1430 of 1598 7.B. Consent Bids and Purchases Over $100,000 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Approve the purchase of one (1) replacement vehicle contingent on City Commission's approval of staff recommendations of the usage of CDBG funds (CDBG FY-2021 Substantial Amendment recommendation to use CDBG accrued funds totaling $1,072,040 and CDBG FY2022/23- Public Improvements—Purchase of Fire Equipment Activity $231,930), for an estimated amount of$1,303,970. Explanation of Request: The Fire Chief recommends the purchase of one (1) replacement vehicle. The purchase of the Fire equipment is contingent on City Commission's approval of staff recommendations of the usage of CDBG funds (CDBG FY-2021 Substantial Amendment recommendation of usage of accrued funds totaling $1,072,040 and CDBG FY 2022 - Public Improvements— Purchase of Fire Equipment Activity $231,930). The vehicle is a Sutphen SL75 Fire Apparatus for Fire/Rescue in the amount of$1,303,970. How will this affect city programs or services? This vehicle will be located at Fire station 1 and 95 percent of the time it will serve census tracts 5601, 5701, 5702, 6100, and 6201, which are the CDBG Target Areas located in the City Boynton Beach. Within these census tract areas 66% of the population is considered Low or Moderate income. The other 5 percent of the time will serve emergencies outside of the census tract areas of the City. Fiscal Impact: The total amount for the purchase of$1,303,970 will be reimbursed from CDBG expenditure account 110- 3437-513.49-17, pending HUD's final approval of CDBG FY2021 Substantial Amendment and CDBG FY2022/23 Annual Action Plan. Alternatives: By deferring purchases, departmental maintenance cost and equipment downtime would increase. Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Yes Page 1431 of 1598 Grant Amount: Attachments: Type Description D Addendum Agenda Back up® Sutphen Quote and Contract Page 1432 of 1598 SUTPHEN PROPOSAL DATE: May 24, 2022 TO: Boynton Beach Fire Rescue 2080 High Ridge Road Boynton Beach, FL 33426 We hereby propose and agree to furnish the following firefighting equipment upon your acceptance of this proposal: One (1)Sutphen Extreme Duty Custom SL75 Ladder Truck Complete and Delivered for the TotalSum of ............................................................................................$ 1,303,970.00 The unit shall be manufactured completely in accordance to the following proposal and delivered in approximately 17-19 months from the date of the contract signing or purchase order, subject to delays from all causes beyond our control. This proposal shall be valid for thirty (30) days. If the contract or purchase order is not received within this proposed duration, we reserve the right to extend, withdraw, or modify our proposal, including pricing, delivery times, and prepayment discounts as applicable. Respectfully submitted, Guy Lombardo South Florida Emergency Vehicles Authorized Representative for Sutphen Corporation Please Issue Purchase Order to: SUTPHEN CORPORATION 6450 Eiterman Road I Dublin, OH 43016 1 1-800-848-5860 Page 1433 of 1598 EE W❑ Z ir W� LLE ce z 20 - - L) z riii D Z L)(9 m z m mu N v,� 82 w z 0 M :3 it 21 4�i T ...... TEET 11 ....� co 0') 1, oLO 4— X=1 ED 0 L) w (Y) 13 7 w 2 w ,z 0 7� JJ IT771771 Rio tw I � ® � �:: �� 1 [(g1E14 aT, Z AIR A N 9 A 1 i )Z, iN, 0 J ............ 77� im 0 0 lit hi—A 0� 210 (17 4., z aaaaa 0 01 EL V-1 (L < Lu Z� hn HUN 14- w 10, ED", 1-0- 2. 1z- .0 t�z C3 z 2 9H ,113. 7.C. Consent Bids and Purchases Over $100,000 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Approve the purchase of two (2) replacement vehicles (ambulances) that were approved in the FY21-22 budget by utilizing the Sourcewell contract 022118-PLC for an estimated amount of$1,068,839.12. Explanation of Request: Two (2) ambulances are being requested to replace existing units. It is important to note that South Florida Emergency Vehicles have included a 25% markup on the PL Customs chassis, body, and all equipment over and above last year's contract price. New pricing, scheduled to be implemented by the vendor in approximately October 2022, will include an additional 25% markup, requiring a purchase order increase. Sourcewell#022118-PLC (Effective March 20, 2018- March 20, 2023). The Fleet Maintenance Division intends to award the following vendor for purchase as follows (see attached Exhibit 1 for vendor details): 1. South Florida Emergency Vehicles for two (2) International/PL Custom Rescue units for Fire/Rescue in the amount of$1,068,839.12. These units utilize the Sourcewell 022118-PLC contract. How will this affect city programs or services? These vehicles will be used throughout the City to provide Fire services to residents. Fiscal Impact: Budgeted in the 2021-2022 Fiscal Year. Alternatives: Strategic Plan: High Performing Organization, Public Health and Safety Strategic Plan Application: Climate Action Application: Is this a grant? No Grant Amount: Page 1435 of 1598 Contracts Vendor Name: South Florida Emergency Vehicles Start Date: End Date: 3/20/2023 Contract Value: Minority Owned Contractor?: No Extension Available?: No Extension Explanation: Attachments: Type Description D Attachment Fleet Vehicle Purchase Spreadsheet for FD D Quotes Agenda Back up- South Florida Emergency Vehicles Quote D Contract Agenda Back up- Sourcewell Contract 022118- PLC D Attachment Source II Contract Extension Page 1436 of 1598 Fleet Vehicles Purchased FY2021-2022 VENDOR #UNITS/MODEL DEPARTMENT BID/CONTRACT COST EACH OPTION COST CREDIT TOTAL Two(2) South Florida International/PL Emergency Custom Rescue 5ourcewelI Contract Vehicles Trucks Fire/Rescue #022118-PLC $534,419.56 $0.00 $0.00 $1,068,839.12 N., Total $534,419.56 $0.00' $0.001 $1,068,839.12 Page 1437 of 1598 SOUTH FLORIDA EMERGENCY VEHICLES Driven to be the best S:�r�199d Captain David Friedberg Boynton Beach Fire Rescue DATE: 6/9/2022 2080 High Ridge Road Boynton Beach,FL 33426 Thank you for considering South Florida Emergency Vehicles and PL Custom Emergency Vehicles as your next rescue provider.We are pleased to provide the following proposal. QUANTITY PRODUCT DESCRIPTION PRICE 1 2,023 PL Custom Type I TITAN Medium Duty Ambulance built on a 2023 International MV607 $390,342.00 Quad cab chassis w 176"L Module 75"Headroom-per attached specifications and drawings. Base Price per Sourcewell Contract#022118-PLC-Product ID#NJPA22 *PRICING BASED ON PURCHASE OF 2 UNITS I Price includes supply/install customer graphics/chevron Price Includes installation of customer supplied Stryker cot system. Customer supplied Stryker cot system $49,788.00 (Stryker quote attached is directly to Boynton Beach Fire Rescue from Stryker on 5/21/2022 nd represents actual cost—no markup. Price included in proposal to reflect total cost of vehicle. Dealer supplied items—radio supply/install,storage bins,loose equipment(see attached $36,873.65 equipment list) Price includes Travel to PL Custom's factory for—Pre-construction meeting—3 dept. ersonnel Mid build meeting—2 dept. personnel Final Inspection —3 dept.personnel i Vehicle Delivery: 240 Days from receipt of chassis *SEE PRICING TERMS ON PAGE 2 TOTAL $477,003.65 ea.** TOTAL FOR 2 UNITS $954,007.30** i Kevin Burke Ambulance/SFEV Brush Truck Sales (239)267-5300 ter iffis l v ,fir: Page 1438 of 1598 **PL Custom Prion Terms Quotation Pricing Due to the uncertainty of commercial chassis pricing and availability, the pricing in this quote cannot be guaranteed. To address pricing concerns,this quote will remain valid for one year and will be subject to a one-time price adjustment of the total vehicle price once the manufacturer receives a VIN verification and build date of the commercial chassis. Once the manufacturer receives that VIN verification and guild date of the commercial chassis,the quote will be repriced to include the updated chassis and module cost and will also include any price increase of raw materials and/or outside vendor pricing at that time. A MGRP(Maximum Guaranteed Retail Price) for this quote will not exceed 25%($106,803.91 per truck)of the original quoted price. Original Price per Vehicle- $427,215.65*+25%($106,803.91)= $534,419.56 *Customer supplied Stryker Cot system price of$49,788.00 was subtracted from total price and not included in the 25% MGRP calculation Maximum Guaranteed Retail Price per Vehicle-$534,419.56 Maximum Guaranteed Retail Price for 2 Vehicles- $1,065,839.12 If a year passes from the date of the quote and no VIN verification and build date is available from the chassis manufacturer, a new price will be issued and that new price will be subject to an additional MGRP increase, not to exceed 25%(Calculated at time of re-pricing). This new price will remain valid for one year. The purchaser can cancel the contract without penalty within 15 days after receiving a newly updated price quote. DEALER SUPPLIED ITEMS item art 9 'Vend . .UM ® - - as` Stac - 1�2 x 4 x 3` t o- ❑ ire 210 -1241 Uh 12i] Nastx StackatAe ins- 9 x 4 - - i� r M 210 5-12413 NC U 48 EA_ �Plastic Slackable Bins 15 x 5 112 x T Blue-AkroGin 10234 -1241 LD Uline 24 EA a iie Stack - 15 x 16 1 2 x 7'Gfeen-Akroffin 30250 S-1242DG Uflrw4 EA 'Plastic Stackable i - 1 x 16 11 x 7" 2 &1242MLU +ne 18 EA aster SCa ns- X16 1d2 ," rfS -124 iJne i Slackab4e Sin Dividers 15 x 7"-AkmBin 40245 S-12419,D Clyne Page 1439 of 1598 5utPhenlKf111EISVl# C®' Purchase Order# t Model Final In ton Date_ __ i Fire De 5ment BOYTON BEACH m m EMSAWNCY VSHICLES Sales Fie reserriative _ KEVIN w BURKE e Telephone - _. .._.. __..— _ Customer Customer Vendor MaketModel Description Quantity Price Total MQTORO!A APX 8500 MOTOROLA RADIO 1 $10.200.00 $36,973.65 MOTOROLA NNTN7624C MOTOROLA MOBILE BATTERY CHARGER 1 i 5679-66 FHU BU BRNXT BULLARD NXT,T30"PmVEHICLE CHARGER 1- $12.369 60 ( a BAR 1 .? 9333 FHU LS-8 LOCK SLOT AXE 1 ; $205-46 — �d ,. _,. � MECO 72.. CMC Rescue LSP Miller Full-Body Gnt S1ilint item#72110D 1 51 605.60 MECO BROCTC528TS PACKACONE 28"COLLAPSIt3L WILED LIGHT PKG-5 1 ! 4 80 MECO KIST F4SafeTech Lgt niQ]k c �tooS item ( 3 X1 59840 LWS 44315 Vulcan 1801200 Lumen LED Lantem with Tiltin Head 2 463-84 ,aa MES AMX-240 2-5CALLON 9 X176.20 DEWALT 60V 9 INCH CONSTRUCTION SAW KIT INCLUDES:1 60V 9"CUT-OFF SAW 2-9AH 60V 13AT TERIES 1-60V120V CHARGER 1-ABRASIVE CUTTING BLADE 1-DIAMOND MECO DEWDCSs99X2 CEMENT CUTTING BLADE 1 311222.56 Gartman Booster Cable 4 Gauge x 20Ft in Carry Bag(4AWG x C18a - Xh07 Icd(v t .._ ,. 20Fv UL-Listed 1 536.00 MARINE RESCUE PRODUCTS MRP-350 RescaeTrg With Brass Clip 13501 1 x86.40 Fenno Model 65 Scoop Stretcher wilh 3 EachModa14301 Piece UNIVERSAL MEDICAL 000450 7 Black Restraims �. 1 _,., 7865544...._ _ .d._. ®.__. �. .. ®..� ... ..-- ... _ _. MtEDEXSi.IPPLY.COM RVS-RSS0006 Reeves EMS 104 Fiexibie Mass Casually Stretcher pramuu s 1 X712.80 MEDEXSUPPLY-COM _ FWI-A5190 l FERNO COMPLETE VACUUM EXTREMITY SPLINT KIT ,,,,,. $t 079.27 LIFEMEDICALSUPPLIER-COM 201-441 FERNO 441 TRACTION SPLINT WITH CASE f 91.22256 Combo,Super Sager Pack 5300 Splint,S301 Adult Single Strap, TR1 ANIM.COM -....-----_ 576-S300-1 5394 Infant Bilateral Str tJ Case ®_-. ® 1 ..... .1,209-59,, SSCOR 2310BV SSCOR VX-2 with Charging Retention Bracket 1 x1,779-64 - aaa„ BUYEMP.COM FW1-27 Ferro@ K.E.D.®,Kendrick Extrication Device 1 �"4-63 . -_. _ . .. NRS.COM 45193-di � NRS Standard Rescue Throw Ba° 1 393.53 Lightning X Fire Rescue Personal Rope Bag for Bail Out,Escape, AMAZON... B073JXQDXP Search&Climbint 3 _Si07.14 , PENNCARE Nk� SKU#09-04869K N SPLINT;KIT SET*15",36" 54"I 7__::1211144.00 Page 1440 of 1598 6/8122, 11:39 AM 022118-PLC I Sourcewell Sourcewell '�` P.L. Custom Ambulances & Related Equipment #022118-PLC Maturity Date: 03/20/2023 Products & Services V Products i Sourcewell contract 022118-PLC gives access tot e following types of goods and services: Custom emergency vehicles Ambulances Type III Type I Medium duty Body remounts Become a Member https://www.sourcewell-mn.gov/cooperative-purchasing/022118-plc Page 1441 of 11 98 6/8/22, 11:39 AM 022118-PLC I Sourcewell Simply complete the online application or contact the Client Development team at service@sou rcewe[I-m n.gov or 877-585-9706. Search Vendors &Contracts General Contracts ezlQC Contracts Sourcewell's website may contain [inks to nongovernmentwebsites being provided as a convenience and for informational purposes only.So urcewel I neither endorses nor guarantees,in anyway,the external organization's services, advice,or products included in these website[inks.So urcewel I bears no responsibility for the accuracy, legality,or timeliness of any content on the external site or forth at of subsequent links.All questions related to content on external sites should be addressed directly to the host of that particular website. a in Sourcewell for Vendors 4 https://www.sourcewell-mn.gov/cooperative-purchasing/022118-plc Page 1442 of 11�98 Form,C EXCEPTIONS TO PROPOSAL TERMS, CONDITIONS, AND SOLUTIONS tui ST Company Name; P.L. Custom Bodyand Equipment Co., Inc/Rescue Any exceptions to the terms, conditions, specifications, or proposal forms contained in this RFP must be noted in writing and included with the Proposer's response. The Proposer acknowledges that the exceptions listed may or may not be accepted by NJPA or included in the final contract. NJPA will make reasonable efforts to accommodate the listed exceptions and may clarify the exceptions in the appropriate section below. Term,Condition,or NJPA Section/paia Specification Exoe Aion ACCEPTS I — ................ . s f f € 1 III i Proposer's Signature. D L. Date: February 21,2018 N A's clarification on exceLihons listed above: I 1 i Page 1443 of 1598 Contract Award RFP 1#022818 FORM D Formal QfferimL o roposal (To be completed only by the Proposer) �IREFIGHTING APPARATUS, WITH RELATED EQUIPMENT,ACCESSORIES,AND SUPPLIES In compliance with the Request for Proposal (RFP) for PIREFIGHTING APPARATUS, WITH RELATED EQUIPMENT, ACCESSORIES, AND SUPPLIES, �thc undersigned warrants that the Proposer has examined this RFP and, being familiar with all of the instructions,terms and conditions, general and technical specifications, sales and service expectations, and any special terms, agrees to furnish the defined products and related services in full compliance with all terms and conditions of this P, any applicable amendments of this RFP, and all Proposer's response documentation. The Proposer further understands that it accepts the full responsibility as the sole source of solutions proposed in this RFP response and that the Proposer accepts responsibility for any subcontractors used to fulfill this proposal. Company Name:P.L.Custom Body and Equipment Co.,Inc Date: February 10,2018 Company Address: 2201 Atlantic Ave City: Manasquan State: N.J. Zip: 08735 CAGE Code/Duns&Bradstreet Number: DB 05412-1322 Contact Person: Deborah L.Thomson Title: President Authorized Signature: V L. Th&Ymow Deborah L. Thomson (Name printed or typed) Page 1444 of 1598 FORM E CONTRACT ACCEPTANCE AND AWARD . p° g€f I Neiiong]Dior ibwro Alllsncr`pit (Top portion of this form will be completed by NJPA if the vendor is awarded a contract,The vendor should complete the vendor authorized signatures as part of the RFP response.) NJPA Contract :022818•-PLC rooser's full legal name: P.L.Custom Body and Equipment Co., Inc. Based Ji' 's evaluation of your proposal,you have been awarded a contract. As an awarded vendor,you agree to provide the products and services contained in your proposal and to meet all of the terms an conditions set forth In this RFP,In any amendments to this RFP,and Ina y exceptions that are accepted by NJPA. The effective date of the Contract will be April 16,2018 and will expire on April 16,2022 (no later than the later of four years from the expiration date of the currently awarded contract or four years from the date that the NJPA Chief Procurement Officer awards the Contract), This Contract may be extended for a fifth year at NJPA's discretion. NJPA AuthorizedSignatures: 'i � Jeremy Schwartz NJPA IRECP Q OF - I iWE CON °s CT5 (NAME PRINTED OR TYPED) AND PROCURlNi/CP' m, « _..... Chad Coauette NJPA EXECUTIVE DIRECTOR/CEO SIGNATURE (NAME PRINTED OR TYPEDI Awarded on April 16, 2018 NJPA Contract # 022818-PLC or Authorized Signatures, The Vendor hereby accepts this Contract award,including all accepted exceptions and amendments. Vendo P.L. Custom Body and a men Co. , c® r e ut oriz Sl to s�T�:l Chad Newsome VENDOR AATf4'0RIZED`°Gt V QE Executed on 2C NJPA Contract # 022818-PLC Page 1445 of 1598 Form F PROPOSER ASSURANCE OF COMPLIANCE Proposal Affidavit Signature Page PROPOS 'S AFFIDAVIT The undersigned,authorized representative of the entity submitting the foregoing proposal(the"Proposer"), swears that the following statements are true to the best of his or her knowledge. 1. The Proposer is submitting its proposal under its true and correct name, the Proposer has been properly originated and legally exists in good standing in its state of residence, the Proposer possesses, or will possess before delivering any products and related services, all applicable licenses nemssary for such delivery to NJPA members agencies. The undersigned aTmns that he or she is authorized to act on behalf of, and to legally bind the Proposer to the terms in this Contract. 2. The Proposer,or any person representing the Proposer,has not directly or indirectly entered into any agreement or arrangement with any Other vendor or supplier, any official or employee of NJPA, or any person, fam, or corporation under contract with NJPA, in an effort to influence the pricing, terms, or conditions relating to this RFP in any way that adversely affects the free and open competition for a Contract award under this . 3. The Proposer has examined and understands the terms, conditions, scope, contract opportunity, specifications request, d other documents in this solicitation and nffirms that any and all exceptions have bm noted in writing and have been included with the Proposer's RFP response. 4. The Proposer will, if awarded a Contract, provide to NJPA Members the/products and services in accordance with the terms, conditions, and scope of this RFP, with the Proposer-offered specifications, and with the tither documents in this solicitation. 5. The Proposer agrees to deliver products and services through valid contracts,purchase orders,or means that are acceptable to NJPA Members.Unless otherwise agreed to,the Proposer must provide only new and first-quality products and related services to NJPA Members under an awarded Contract. 6. The Proposer will comply with all applicable provisions of fedmL state, and local laws,regulations,rules,and orders. 7. The Proposer understands that NJPA will reject RFP proposals that are marked"confi tial"(or"n ublic," etc.), either substantially or in their entirety. Under Minnesota Statute §13.591, Subd. 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point,proposals generally become public data. Minnesota Statute §13.37 permits only certain narrowly defined data to be considered a"trade secret,"and thus nonpublic data underMinnesota's Data Practices Act. 8. The Proposer understands that it is the Proposer's duty to protect information that it considers nonpublic, and it agrees to defend and indemnify NJPA for reasonable measures that NIPA takes to uphold such a data designation. [The rest of this page has been left intentionally blank. Signature page below] Page 1446 of 1598 By signing below, Proposer is acknowledging that he or she has read, understands, and agrees to comply with the terms and conditions specified above. Company aP.L.Custom Body and Equipment Co.,Inc. cue 1 Address: 2201 Atlantic Ave City/State/Zip: Manasquar4 NJ 08736 Telephone Number: 732-223-1411 E-mailAddress: debthomson@plcustom.co Authorized Signature: Authorized Name(printed.): Deborah L.Thomson Title:President Date: Feb 19,2018 Notarized Subscribed sworn to before me this dayof, t �tt 20 . ._ Notary Public in and for the.County o _.° ' _t ._ _...... _ . ..... _ Stateof My commission expires: PAMELA' r JUDSON NOTARY ly CommissionC OF NEW JERSEY My it 7 Page 1447 of 1598 For.-� ° PROPOSER QUESTIONNAIRE t r � Payment Terms,Warranty,Products and Services,Pricing and Delivery,and Industry-Specific Questions Proposer Name: P.L. Customo n Equipment Co. Inc/Rescue 1 Questionnaire completed by: Deborah L. Thomson Payment Terms and Financing QLtio s 1) What are your a ent terms e.g.,net 10,net 30)? Standard paymnt terms ar a t upon deliveryof the completed vehicle to the customer. Terms other thant t are offered an negotiated on a per case basis. Discounts are offered for progress payments to thecontract- * Deposit for Chassis upon receipt to the factory Progress payment when boy mounted to cassis Balance at delivery 2) Do you provide leasing or financing options, especially those options that schools and governmental entities may need to use in order to make certain acquisitions? PL Custom/Rescue 1 does not offer in house leasing. work closely with several municipal leasing companies connect the customer directly to them for the opportunity. 3) Briefly describe your proposed order process.Please include enough detail to support your ability to report quarterly sales to NJPA. For example, indicate whether your dealer network is included in your response and whether each dealer(or some other entity)will process the NJPA Members' purchase orders. PIL CustomlRescue 1 supports our Dealer Network and Customers with a very thoroughro os l process including til specifications, pricin nd drawings. We maintainlog for each of these projects assigned to each dealer. When an NJPA customer in ui is received, t customer information would be documented an forward to the Dealer in the particular territory re of responsibility. T eal rlsal s an would contact the customer directly. We at PIL Custom/Rescue1 would support the Dealer with the proper proposal format o ricin for a NJPAcontact. Most contracts are directly between the customer an the dealer. Once e vehicle is contracted withe customer•- the file converts to a bookedorder and is logged into our production job database. At that time it will also be coded as an NJPA project. If the contract is to be NJPA, we would document the details of the project and submit the information to NJPA on a monthlyor quarterly asis as required. L Custom/Rescue 1 would remit the fee to NJPA on behalf of the customer and the dealer at time f delivery. 4) Do you accept the P-card procurement and payment process? If so, is there any additional cost to NJPA Members for using this process? We currently do not use a P-card payment process for completed vehicles. We offer credit opportunities for smaller purchases for parts ars Page 1448 of 1598 Warraly 5) Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may include in your response a copy of your warranties, but at a minimum please also answer the following questions. Warranties: a 3 year, 36,000 mile General Conversion 0 Lifetime Structural Integrity 0 Lifetime, 100,000 mile Electrical 0 10 year Paint a 5 Year Paint Corrosion • Do your warranties cover all products,parts, and labor? YES • Do your warranties impose usage restrictions or other limitations that adversely affect covers e`? Paint Corrosion Warranty has prorated coverage in the 41h and 5th year of the warranty timeframe. This extended coverage was requested by our customers to support their desire for coverage beyond the base vehicle 3 yr., 36,000 mile warranty. • Do your warranties cover the expense of technicians'travel time and mileage to perform warranty repairs? Yes, Upon request. • Are there any geographic regions of the United States for which you cannot provide a certified technician to perform warranty repairs? How will NJPA Members in these regions be provided service for warranty repair? All states currently serviced by our Dealer Network are fully covered for all warranty needs. In the areas where we may not have a Dealer, we coordinate with a local chassis dealer as well as an emergency vehicle facility to support the customer with warranty repairs. In some areas, we have set up the customer as a warranty facility when they have the ability to do so. We offer service training at our location and also at the customers1service center location to support this opportunity • Will you cover warranty service for its made by other manufacturers that are part of your proposal, or are these warranties issues typically passed on to the original equipment manufacturer? Some items that are manufactured by others are covered in of our 3 year general conversion and lifetime electrical warranties. Other items are covered by the respective manufacturer's warranty — some of is are for longer periods of time. We have several lighting brands that offer 5 year and lifetime warranties on their products • What are your proposed exchange and return programs and policies? Warranty Reimbursement procedure: The Dealer Service Center is contacted by the customer in the event of a warranty repair need. The Dealer contacts PL Custom/Rescue 1 (mfg.) for warranty authorization and diagnostic assistance for the reported issue. Warranty Pre-Approval Authorization: All warranty claims require a pre-approved Warranty Authorization Number. This pre-approval process is required to first, inform PL Custom/Rescue 1 of a warranty problem, but second and most important, to help diagnose and repair warranty service problems in the field. At the time the authorization number is issued, the Technical Services Manager will provide an estimate of repair labor hours. If the repair requires more time than estimated, the Technical Services Manager should be contacted to discuss the repair(s) being made. The Warranty Authorization Number can be obtained from the Technical Services Manager by calling 1-(732) 223- 1411 ext. 128, sending a detailed e-mail requesting additional time to cwooley@plcustom.com Page 1449 of 1598 • Warranty Parts: If warranty parts are required and authorized, PIL Custom/Rescue I will ship in stock replacement its the day the request is made, provided the part is ordered before 2:00 p.m. Any requests made after this time will be sent the following work day, excluding weekends and holidays. Parts that need to be ordered will be either shipped from the parts manufacturer or shipped out the same day they arrive to PIL Custom/Rescue 1. All warranty replacement parts will be shipped via standard UPS ground service or FeclEx ground service, with shipping charges being provided by PIL Custom/Rescue 1. Next day priority shipping is available at the expense of the customer or service facility. Credit for standard shipping charges will not be applied to Next Day freight charges. • Return of Defective Parts: When warranty parts are provided, defective parts must be returned to PL Custom/Rescue 1 within 30 days of the parts in shipped to be processed for credit. Each returned defective part must include a copy oft original invoice sent with the part. Standard shipping charges fort return of defective parts will be reimbursed when the warranty claim is approved and paid. • Warranty Form Submission: PL Custom/Rescue I will provide warranty forms that must be properly filled out and submitted to receive warranty reimbursement. Warranty claims will only be processed when a warranty form and Authorization Number are submitted. When the warranty claim is submitted, the Technical Services Manager will review documents, confirm defective parts have been returned, and submit to accounting for payment. All warranty forms submitted must include all information including customer name, production number (which can be found on driver's side door pillar), year of vehicle, vehicle identification number, and current mileage. If pictures have been request, they must also be sent with the warranty claim at time of submission. 6) Describe any service contract options for the items included in.your proposal. Preventative maintenance contracts are offered to our customers for annual inspections and chassis maintenance needs such as it changes, fluid checks, transmission service and battery load testing for optimal performance. PL Custom/Rescue is both a Ford and Spartan Authorized Warranty Center providing bumper to bumper support for our customers with the Ford or Spartan Chassis. Several of our Dealers also provide Freightliner and International Chassis warranty to their customers allowing for minimized downtime when the vehicle is out of service for repair. ricin- Delivers,Audits,and Administrative Fee Z11:11111111- 7) Provide a general narrative description of the equipment/products and related services you are offering in your proposal. PL Custom/Rescue 1 isoffering our full product line of custom built Heavy and Light Duty Special Service rescue Vehicles, Command, HazMat, Air& Light units and USAR vehicles. 8) Describe your pricing model (e.g., line-item discounts or product-category discounts). Provide detailed pricing data (including standard or list pricing and the NJPA discounted price) on all of the items that you want NJPA to consider as part of your RFP response. Provide a SKU for each item in your proposal. (Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract. See the body of the RFP and the Price and Product Change Request Form for more detail.) Detailed price lists for all base vehicles and associated options have been included in our proposal. The pricing reflects a MSRP for the vehicles and a 5% discount for NJPA contract pricing. Page 1450 of 1598 9) Please quantify the discount range presented in this response. For example, indicate that the pricing in your response represents is a 50%percent discount from the MSRP or your published list. The pricing as submitted to NJP A is discounted from MSRP and is offered with a 5% discount on base vehicles and options 10) The pricing offered in this proposal is a.the same as the Proposer typically offers to an individual municipality,university, or school district. b. the same as the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments. —.-.X—c. better than the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments. d. other than what the Proposer typically offers(please describe). 11)Describe any quantity or volume discounts or rebate programs that you offer. We offer multiple vehicle discounts for two or more vehicles ordered at the same time with the same spec and concurrent production 12)Propose a method of facilitating"sourced"products or related services, which may be referred to as"open market" items or"nonstandard options". For example,you may supply such items"at cost"or"at cost plus a percentage,"or you may supply a quote for each such request. We supply some items we would consider to be "pass thru" to the customer such as; patient loading stretchers, communication radios, exterior graphics/leftering, chassis options and custom chassis. We also provide for the installation of customer supplied equipment such as communication radios, small tools, hand lights and miscellaneous equipment items. Sourced goods or open market price items not on our line its price list are treated as special option pricing and are not as such in the proposal and final contract pricing. These are subject to ours n r cost plus labor pricing process. No additional charges are imposed on these items. We would allow these special options on NJPA contract vehicles. 13) Identify any total cost of acquisition costs that are NOT included in the pricing submitted with your response. This cost includes all additional charges that are not directly identified as freight or shipping charges. For example, list costs for items like installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. The selling and service Dealer may offer the end user customer additional technical installation opportunities for radios, computer systems, and other equipment. State inspection and motor vehicle registration processing are also offered by many Dealers as a convenience to the customer 14) If delivery or shipping is an additional cost to the NJPA Member, describe in detail the complete shipping and delivery program. Most vehicles are picked up at our Manasquan, NJ facility and driven to the customer location after a final inspection here at the factory. The vehicle is normally picked up by the Dealer/salesperson, taken to their business location for any necessary state inspection and motor vehicle requirements. The vehicle is then delivered to the end user customer. Page 1451 of 1598 15) Specifically describe those shipping and delivery programs for Alaska,Hawaii, Canada,or any offshore delivery. We currently have not delivered any units to Alaska or Hawaii. We have delivered several rescue vehicles to customers in Canada thru our Dealer Representative. They have coordinated all border transport and customs requirements. 16) Describe any unique distribution and/or delivery methods or options offered in your proposal. At PLCB/Rescue 1 we develop strong relationships with our customers during the design and manufacturing of their custom rescue vehicle. A final inspection is he here at the factory location with the Dealer, salesmen and the customer. The vehicle is accepted and then driven with a source of pride to the customer location. 17) Please specifically describe any self-audit process or program that you plan to employ to verify compliance with your proposed Contract with NJPA. This process includes ensuring that NJPA Members obtain the proper pricing, that the Vendor reports all sales under the Contract each quarter, and that the Vendor remits the proper administrative fee to NJPA. We would require all NJPA orders to be coded as such on the incoming order form for the vehicle. The pricing for the sale would be reviewed, validated and approved by our Sales Coordinator. It would then be entered into our access data as with a monthly report generated for NJPA sales. This would be tracked and at time of delivery oft vehicle the sale would be reported to NJPA and the fee remitted 18)Identify a proposed administrative fee that you will pay to NJPA for facilitating, managing, and promoting the NJPA Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per-unit fee; it is not a line-item addition to the Member's cost of goods. (See RFP Section 6.29 and following for details.) P.L. Custom/Rescue twill propose a $1,000 per order administrative fee. As noted this will be included in the price as offered Indust r -8 j:),ecif1 19) State the extent to which the solutions that you propose are compliant with standards or requirements in the US, Canada, and/or applicable in the various states and provinces. Identify all related certifications or accreditations. Our vehicles are compliant to the requirements of NFPA 1901 20)Describe the features of your proposed solution(s) that address serviceability (parts availability, maintenance,repairs, support, etc.)and which you believe are"vendor differentiators." PLCB/Rescue 1 has full time technical support services with a 24/7 technician on standby to provide in field service diagnostics. We maintain over a half million dollars of component parts inventory that can be same day shipped to any location required, (Holidays excluded), Our sales representatives throughout the United States and Canada provide service in their designated territories and operate mobile services to their customers. Our rescue technicians are trained and can offer warranty to the end user customer for the following: Waterous, Darley and Hale Pumps, Harrison enerators® Onan Generators, Whelen, Federal and FeNex emergency lighting, Class 1, Smart Power Generators, Akron and Elkhart Brass. Page 1452 of 1598 21) Describe any manufacturing processes or material specification attributes that differentiate your offered solutions. Each Special Service Rescue Vehicle we manufacture is unique to itself. With an innovative approach we design each unit to serve the purchaser's individual and specific needs. From our extruded structural framing materials to the double wall construction method each unit is designed to promote safety and durability while inservice. Our industry first of rear body and side body staircase for accessing the upper storage compartmentation that directs the first responders away from oncoming traffic while on scene is just one example, Customized tool mounting for the customer's equipment during the production oft vehicle is unique to Rescue 1 manufacturing. This is normally offered at the dealer location and not part of the original it of the vehicle. Rescue I is a true Rescue Vehicle Specialist offering dedicated resources tot design and manufacturing of these specialized and often very custom vehicles. 22)Provide any market data or research supporting the longevity or reliability of your proposed solutions All Special Service Rescue Vehicles manufactured by PL Custom/Rescue 1 are protected by Lifetime Electrical and Structural Warranties. The average Fire Department replacement cycle for apparatus ofthis design ranges from 15-25 years. We have experienced many repeat customer purchases—either adding a second orthird purpose vehicle to the fleet, replacing one that has exceeded the 15 year life or expanding their area of coverage and need additional vehicles in the fleet. 23) State whether your proposal includes the sale of"demo" is and describe the process related to offerings of demo units,if applicable. PL Custom/Rescue 1 maintains a rolling inventory of stock and demo units. These would be made available through the NJPA process. Our stock units would be based on one of the base vehicles it some options) ass itte ith our proposal. If the Demo unit had any mileage on it—we would discount for the amount of these its and show that on the contract for the vehicle. Signature: Deb&raAL. Thomww Date: February 21, 2018 Page 1453 of 1598 FORM E CONTRACT ACCEPTANCE AND AWARD (Trip portion of this form will be completed by NJPA if the vendor is awarded a contract.The vendor should complete the vendor authorized signatures as paet'of the RFP response.) NJPA Contract#.022118-PLC Proposer's full legal name:P.L.Custom Body and Equipment Co„Inc. Based on NJPA's evaluation of your proposal,you have been awarded a contract.As an awarded vendor;you agree'to provide the products and services contalned in your proposal and to meet all of the terms and cond4lons set forth In this RFP,In any amendments to this RFP,and in any exceptlons that are accepted by NJPA. The effective date,of the ContracI will be March 20,2018 and will expire on March 20,2022 (no laterthan the later of four years from the expiration dat.6 of the currently awarded contract or four years froin the date that the NJPA Chief Procurement Officer awards the Contract).: This Contract may be extended for a fifth year at NJPA's discretlon. NJPA Authortzed Slgnctures: qA'�_ .Jeremy'Schwaitz NJP k ARE5C )R C •E ,_T1V!7. < TS (NAME PRIMED. OR TYPED) ANDPRbCd fCPgSIG Chad Coauette NJPA EXECUTIVE DO.CTOWCEO SIGNATURE (NAME PRINTED OR TYPED) Awarded on March 16,201-8 WR4J Contract#022118-PLC Vendor Authorized Signatures: The Vendor hereby accepts this Contract award,including all accepted exceptions and amendments. Vondor Name P.L. Custrm Body and Equi pment Co. , Inc. r Authorize at T19 National uSale s ManalLer Chad Newsome ODOR-Al _A0 ,-ED,,�.GNATURE� (NAME PRINTED OR TYPED) 1=xecute..� on�?Z 201-9 NJPA Contract#022118-PLC Page 1454 of 1598 618122, 99:41 AM 022118-PLC I Sourceweli Sourcewella � F P.L. Custom Ambulances & Related Equipment #022118-PLC Maturity Date: 03/20/2023 Contract Documents v Contract ocu s Ambulance and Emergencya is l Service Vehicles Contract #022118-PLC Effective 03/20/2018 - 03/20/2023 Contract Documentation Contract 04 cce ptance &Awar Contract e io Competitive ii Request for Proposal k Proof of Publication https://www.sourcewell-mn.gov/cooperative-purchasing/022118-plc#tab-contract-documents Page 1455 of 111598 ",N%, Sourcewell PL Custom #022118-PLC Pricing for contract#022118-PLC is provided at 5%off MSRP to Sourcewell participating agencies. Page 1456 of 1598 6/8/22, 11:42 AM 022118-PLC I Sourcewell Sourcewell 0., oill P.L. Custom Ambulances & Related Equipment #022118-PLC Maturity Date: 03/20/2023 Contact Informationv Contact Information Vendor Contact Information To purchase off this contract or for questions regarding products and pricing, please contact: Chad Newsome Phone: 732-223-1411149 Email: cnewsome@ptcustom.com Sourcewell ContactInformation For questions regarding contract documentation or the solicitation process, please contact: Jed lir Development Administrator 11 Phone: 2.18-895-4169 Email: jed.klein@sourcewe[[-mn.gov Courtney lir Development Specialist https:/lwww.sourcewell-mn.gov/cooperative-purchasing/022118-ple tab-contact-information Page 1457 of 1/x598 6/8122. 11:42 AM 022118-PLC I Sourcewell Phone- 218-541-5245 Email: courtney.mann@sourcewell-mn.gov Become a Member Simply complete the online application or contact the Client Development team at service@sourceweil-mn.gov or 877-585-9706. Search Vendors & Contracts General Contracts ezlQC Contracts Sourcewell's website may contain links to nongovernment websites being provided as a convenience and for Informational purposes only, Sourcewell neither endorses nor guarantees,in any way,the external organization's services, advice,or products included in these website links.Sourcewell bears no responsibility forthe accuracy,legality,or timeliness of any content on the external site or for that of subsequent links.All questions related to content on external sites should be addressed directly to the host of that particular website. u we o c n d rs 0 https://www.sourcewell-mn.gov/c,00perative-purchasing/022118-plofflab--rontact-information Page 1458 of jj98 DocuSign Envelope ID:38CDA540-OD33-45CD-90CF-7D940CFEB128 Letter of Agreement To Extend the Contract Between P.L. Custom Body and Equipment Co., Inc. 2201 Atlantic Ave. Manasquan, N1 08736 And Sourcewell 202 12th Street NE Staples, MN 56479 Phone: (218) 894-1930 The Vendor and Sourcewell have entered into an Agreement (Contract#022118-PLC)for the procurement of Ambulance and Emergency Medical Transport Vehicles, with Related Equipment, Accessories and Supplies.This Agreement has an expiration date of March 20, 2022, but the parties may extend the Agreement for one additional year by mutual consent. The parties acknowledge that extending the Agreement for another year benefits the Vendor, Sourcewell and Sourcewell's members.The Vendor and Sourcewell therefore agree to extend the Agreement listed above for a fifth year.This existing Agreement will terminate on March 20, 2023. All other terms and conditions of the Agreement remain in force. So DocuSigned by: y s(6ayf', By: COFD2A139D06489... , Its: Director of Operations& Procurement/CPO Name printed or typed: Jeremy Schwartz 3/8/2022 1 8:52 AM CST Date DocuSigned by: P.L quipment Co., Inc. B74D1cB39CD794C1... Its: National Sales Manager y: , Chad Newsome Name printed or typed: 3/10/2022 1 3:25 PM CST Date Page 1459 of 1598 7.D. Consent Bids and Purchases Over $100,000 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Approve an increase to the estimated expenditure with MacMillan Oil Company, LLC of Hialeah, FL from$1,000,000 to $1,400,000.00 per the City of Delray'sAgreement ITB #2017-047 due to fuel price increases. The City of Delray's bid process satisfies the City's competitive bid requirements. Explanation of Request: On April 6, 2021, Commission approved the utilization of piggybacking the City of Delray Contract ITB 2017- 047 for the purchase of bulk gasoline and diesel fuel with an annual expenditure of$1,000,000. Requesting an increase to the estimated expenditure with MacMillan Oil Company, LLC of Hialeah, FL from $1,000,000 to $1,400,000 per the City of Delray'sAgreement ITB #2017-047 due to the fluctuating fuel prices and to pay final pending invoices for the remainder of the contract which expired on June 6, 2022. How will this affect city programs or services? The increase will allow for payment to be made to the vendor for the purchase of gasoline and diesel fuel in order to keep the vehicles operational and meet the service demands of our customer/residents in a timely manner for all Departments within the City. Fiscal Impact: Budgeted funding is in Fleet account#501-2516-519-52-10, Utilities and Golf Course. Alternatives: Not allow the increase to occur would have prohibited the purchase of gasoline and diesel fuel for City equipment/vehicles causing us to cease services to our residents/customers. Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? No Grant Amount: Contracts Vendor Name: MacMillan Oil Company Page 1460 of 1598 Start Date: End Date: 6/6/2022 Contract Value: Minority Owned Contractor?: No Extension Available?: No Extension Explanation: Attachments: Page 1461 of 1598 7.E. Consent Bids and Purchases Over $100,000 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Proposed Resolution No. R22-102-Approve and Authorize the Mayor to sign a FirstAmendment to the Subrecipient Grant Agreement from the Department of Economic Opportunity (DEO) Community Development Block Grant-Mitigation (CDBG-MIT) program awarded in the amount of$2,100,000 for the East Water Treatment Plant Generator Replacement Project. Explanation of Request: The City of Boynton Beach has been awarded $2,100,000 in grant funding from the Department of Economic Opportunity (DEO) Community Development Block Grant-Mitigation (CDBG-MIT) program for a generator replacement and piping rerouting project at the East Water Treatment Plant. The grant agreement was signed by the Mayor on April 15, 2022, after the adoption of Resolution R22-058 which approved and authorized its execution. Subsequently the DEO discovered their original address shown in the initial grant agreement was incorrect. The DEO has made a formal request to amend the Subrecipient Agreement#10123 by replacing Section 15 in its entirety to reflect the change in address. The City of Boynton Beach Utilities is requesting that the Commission approves the DEO formal request to amend the agreement. How will this affect city programs or services? The project will provide a more reliable backup power system to the East Water Treatment Plant during storm events, natural disasters, and prolonged power failures and system outages from Florida Power and Light and enable the City to continue to provide a high level of service to our water costumers. Without the agreement, the City of Boynton Beach will have to expand additional capital to fund the project. Fiscal Impact: Funds for the project are available in the Utilities C I P account. Alternatives: Do not approve the amendment to the Subrecipient Grant Agreement from the DEO. Strategic Plan: High Performing Organization, Public Health and Safety Strategic Plan Application: Standby power generation for the East Water Treatment Plant will allow for the Plant to continue treating and producing water for the Utilities water customers in the event of a power outage. This allows the plant to stay in compliance and meet regulatory requirements. Climate Action Application: Is this a grant? Grant Amount: Page 1462 of 1598 Attachments: Type Description D Resolution Resolution approving First Amendment to D EO Grant Agreement D Amendment First Amendment to Subrecipient Agreement Page 1463 of 1598 1 RESOLUTION NO. R22-102 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 4 APPROVING AND AUTHORIZING THE MAYOR TO SIGN A FIRST 5 AMENDMENT TO THE SUBRECIPIENT GRANT AGREEMENT FROM THE 6 DEPARTMENT OF ECONOMIC OPPORTUNITY (DEO) COMMUNITY 7 DEVELOPMENT BLOCK GRANT-MITIGATION(CDBG-MIT) PROGRAM 8 AWARDED IN THE AMOUNT OF $2,100,000 FOR THE EAST WATER 9 TREATMENT PLANT GENERATOR REPLACEMENT PROJECT; AND 10 PROVIDING AN EFFECTIVE DATE. 11 12 13 WHEREAS, the City of Boynton Beach has been awarded $2,100,000 in grant 14 funding from the Department of Economic Opportunity (DEO) Community Development 15 Block Grant-Mitigation (CDBG-MIT) program for a generator replacement and piping 16 rerouting project at the East Water Treatment Plant; and 17 WHEREAS, the grant agreement was signed by the Mayor on April 15, 2022, after 18 the adoption of Resolution R22-058 which approved and authorized its execution; and 19 WHEREAS, The DEO has made a formal request to amend the Subrecipient 20 Agreement #I0123 by replacing section 15 in its entirety to reflect the change in address 21 of the DEO; and 22 WHEREAS, the City Commission of the City of Boynton Beach upon 23 recommendation of staff, deems it to be in the best interest of the citizens of the City of 24 Boynton Beach to approve and authorize the Mayor to sign a First Amendment to the 25 Subrecipient Grant Agreement from the Department of Economic Opportunity (DEO) 26 Community Development Block Grant-Mitigation(CDBG-MIT) program awarded in the 27 amount of $2,100,000 for the East Water Treatment Plant Generator Replacement Project. 28 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY 29 OF BOYNTON BEACH, FLORIDA, THAT: 30 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 31 being true and correct and are hereby made a specific part of this Resolution upon adoption 32 hereof. 33 Section 2. The City Commission approves and authorizes the Mayor to sign a S:ACA\RESO\Agreements\Grants\First Amendment DEO CDBG Grant For East Water Treatment Plant Generator -Reso.Rage 1 464 of 1 598 34 First Amendment to the Subrecipient Grant Agreement from the Department of Economic 35 Opportunity(DEO) Community Development Block Grant-Mitigation(CDBG-MIT) program 36 awarded in the amount of $2,100,000 for the East Water Treatment Plant Generator 37 Replacement Project, a copy of the First Amendment is attached hereto and incorporated 38 herein as Exhibit "A". 39 Section 3. This Resolution shall become effective immediately upon passage. 40 PASSED AND ADOPTED this day of July, 2022. 41 CITY OF BOYNTON BEACH, FLORIDA 42 43 YES NO 44 45 Mayor—Ty Penserga 46 47 Commissioner—Angela Cruz 48 49 Commissioner—Woodrow L. Hay 50 51 Commissioner—Thomas Turkin 52 53 Commissioner—Aimee Kelley 54 55 56 VOTE 57 58 ATTEST: 59 60 61 62 Maylee De Jesus, MMC 63 City Clerk 64 65 66 (Corporate Seal) S:ACA\RESO\Agreements\Grants\First Amendment DEO CDBG Grant For East Water Treatment Plant Generator -Reso.Rage 1 465 of 1 598 DocuSign Envelope ID:6ACD78B5-5FDB-479C-8D27-37C0329C255C DEO Agreement Number: I0123 AMENDMENT ONE TO THE FEDERALLY FUNDED COMMUNITY DEVELOPMENT BLOCK GRANT MITIGATION PROGRAM (CDBG-MIT) SUBRECIPIENT AGREEMENT On April 27, 2022, the State of Florida, Department of Economic Opportunity (`DEO'), and the City of Boynton Beach,Florida(`Grantee") entered into Agreement 10123(`Agreement"). DEO and the Subrecipient may individually be referred to herein as a"Party"or collectively as the "Parties". WHEREAS, Section 5, Modification of Agreement, of the Agreement provides that any amendment to the Agreement shall be in writing executed by the Parties thereto; and WHEREAS,the Parties wish to amend the Agreement as set forth herein. NOW THEREFORE, in consideration of the mutual covenants and obligations set forth herein, the receipt and sufficiency of which are hereby acknowledged,the Parties agree to the following: 1. Section 15,Citizen Complaints,is hereby deleted in its entirety and replaced with the following: (15) Citizen Complaints. The goal of DEO is to provide an opportunity to resolve citizen complaints in a timely manner,usually within fifteen (15) business days of the receipt of the complaint as expected by HUD,if practicable,and to provide the right to participate in the process and appeal a decision when there is reason for an applicant to believe its application was not handled according to program policies.All applications,guidelines and websites will include details on the right to file a complaint or appeal and the process for filing a complaint or beginning an appeal. The Subrecipient will handle citizen complaints by: (a) Conducting investigations,as necessary; (b) Finding a resolution; or (c) Conducting follow-up actions. Program Appeals Applicants may appeal program decisions related to one of the following activities: (a) A program eligibility determination; (b) A program assistance award calculation; or (c) A program decision concerning housing unit damage and the resulting program outcome. Citizens may file a written complaint or appeal with the Office of Long-Term Resiliency by email at CDBG- DR&deo.mvflorida.com or by mail to the following address: Attention:Office of Long-Term Resiliency Florida Department of Economic Opportunity 107 East Madison Street The Caldwell Building,MSC 420 Tallahassee, Florida 32399 HUD Complaints If the complainant is not satisfied by the Subrecipient's determination or DSO's response,then the complainant may file a written appeal by following the instructions issued in the letter of response. If the complainant has not been satisfied with the response at the conclusion of the complaint or appeals process, a formal complaint may then be addressed directly to the regional Department of Housing and Urban Development (HUD) at: Page 1 of 3 Date Revised 4/19/2022 Page 1466 of 1598 DocuSign Envelope ID:6ACD78B5-5FDB-479C-8D27-37C0329C255C DEO Agreement Number: I0123 Department of Housing&Urban Development Charles E. Bennet Federal Building 400 West Bay Street,Suite 1015 Jacksonville, FL 32202 Fair Housing Complaints The Florida Office of Long-Term Resiliency operates in Accordance with the Federal Fair Housing Law (The Fair Housing Amendments Act of 1988). Anyone who feels he or she has been discriminated against may file a complaint of housing discrimination: 1-800-669-9777 (Toll Free), 1-800-927-9275 (TTY) or ��-�v.hud.�ov/fairhousing. 2. All other terms and conditions remain in effect. --- Remainder Left Intentionally Blank--- Page 2 of 3 Date Revised 4/19/2022 Page 1467 of 1598 DocuSign Envelope ID:6ACD78B5-5FDB-479C-8D27-37C0329C255C DEO Agreement Number: I0123 IN WITNESS HEREOF, by signature below, the Parties agree to abide by the terms, conditions, and provisions of DEO Agreement Number 10123, as amended. This Amendment is effective on the date the last Party signs this Amendment. CITY OF BOYNTON BEACH,FLORIDA DEPARTMENT OF ECONOMIC OPPORTUNITY SIGNED: SIGNED: TY PENSERGA DANE EAGLE MAYOR SECRETARY DATE: DATE: Approved as to form and legal sufficiency, subject only to full and proper execution by the Parties. OFFICE OF GENERAL COUNSEL DEPARTMENT OF ECONOMIC OPPORTUNITY By: Approved Date: Page 3 of 3 Date Revised 4/19/2022 Page 1468 of 1598 7.F. Consent Bids and Purchases Over $100,000 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Approve an increase of spending in the amount of$65,000 with Brenntag Mid-South, Inc. for Sodium Hydroxide used in Water Treatment, for a total of$284,000 for Fiscal Year 21-22. Explanation of Request: The cost of Sodium Hydroxide increased approximately 49% from$574 per dry ton to $856 per dry ton. Based on the current usage for water treatment, the City will use an additional $65,000, for a total of$284,000 using Solicitation "COBB Bid No. 015-2821-19/IT" which was renewed on March 1, 2022. How will this affect city programs or services? This chemical is necessary to treat water to meet drinking water standards and to meet water demands by our customers. Fiscal Impact: Funds are available in account 401-2811-536-52.35 for process chemicals. Alternatives: No feasible alternatives at this time. Strategic Plan: Public Health and Safety Strategic Plan Application: Treatment chemical is needed to meet regulatory requirements for treating potable water for public health and safety Climate Action Application: Is this a grant? No Grant Amount: Contracts Vendor Name: Brenntag Mid-South, Inc. Start Date: 3/19/2019 End Date: 3/19/2023 Page 1469 of 1598 Contract Value: Minority Owned Contractor?: No Extension Available?: Yes Extension Explanation: Attachments: Type Description D Attachment Brenntag Renewal Commission 3-1-2022 D Attachment Renewal Interest Letter D Attachment Bid Extension and Piggy® acs under $100,000 D Attachment Brenntag Mid-South, Inc. Price Per Dry Ton Documentation Page 1470 of 1598 6.A. Consent Agenda 3/1/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 3/1/2022 Requested Action by Commission: Approve the one-year extension for RFPs/Bids and/or piggy-backs for the procurement of services and/or commodities under$100,000 as described in the written report for March 1,2022"Request for Extensions and/or Piggybacks." Explanation of Request: As required,the Finance/Procurement Department submits requests for award to the Commission;requests for approval to enter into contracts and agreements as the result of formal solicitations;and to piggy-back governmental contracts.Options to extend or renew are noted in the"Agenda Request Item"presented to Commission as part of the initial approval process. Procurement seeks to provide an accurate and efficient method to keep the Commission informed of pending renewals and the anticipated expenditure by reducing the paperwork of processing each renewal and/or extension individually and summarizing the information in a monthly report(as required). VENDOR(S) DESCRIPTION OF SOLICITATION SOLICITATION RENEWAL TERM AMOUNT NUMBER Estimated Expenditure for Brenntag Mid- Annual Supply of Sodium Hydroxide COBB Bid No.015-March 20,2022- Remainder of Fiscal Year South, Inc. (Liquid Caustic Soda) 2821-19/IT March 19,2023 $80,000 How will this affect city programs or services? This renewal report will be used for those solicitations,contracts/agreements and piggy-backs that are renewed/extended with the same terms and conditions and pricing as the initial award. Fiscal Impact: Funds have been budgeted under line items as noted on the attached report. Alternatives: Not approve renewals and require new solicitations to be issued. Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Type Description ❑ Attachment Bid Extensions and Piggy-Backs under$100,000 ❑ Attachment ent Renewal interest Letter-Brenntag Mid-South,Inc.-2022-2023 ❑ Attachment Brenntag Mid-South,Inc.-Price Per Dry Ton Documentation Page 1471 of 1598' The City of Boynton Beach Finance/Procurement Services 100 E. Ocean Avenue Boynton Beach, FL 33435 P.O. Box 310 19 Boynton Beach, Florida 33425-0310 Telephone No:(561) 742-6310 February 16, 2022 Brenntag Mid-South, Inc. 250 Central Florida Parkway Orlando, FL 32824 VIA EMAIL TRANSMITTAL TO: subachp_brenntag.com ; bbroadhurstobrenntag.com BID: ANNUAL SUPPLY OF SODIUM HYDROXIDE (LIQUID CAUSTIC SODA) BID No.: 015-2821-19/IT CURRENT AGREEMENT TERM: MARCH 20, 2021 —MARCH 19, 2022 Dear Ms. Ubach or Ms. Broadhurst: The current agreement term for"ANNUAL SUPPLY OF SODIUM HYDROXIDE(LIQUID CAUSTIC SODA" expires March 19, 2022. The agreement documents allow for three(3)additional one(1)year extensions. The City of Boynton Beach would like to extend the bid for its 3rd renewal for an additional one-year period with the same terms, conditions. Please indicate your response on the following page and return it to Procurement Services via email to prattt(a_bbfl.us at your earliest convenience. If you should have any questions, please do not hesitate to contact Taralyn Pratt, Contract Administrator at (561) 742-6308. Sincerely, 14" Mara Frederiksen Director of Financial Services Cc: Brian Heller, Manager Water Quality and Treatment Melissa Roberts, Contract Coordinator tp America's Gateway to the Gulf Stream Page 1472 of 1598 The City of Boynton Beach Finance/Procurement Services 100 E. Ocean Avenue Boynton Beach, FL 33435 P.O. Box 310 19 Boynton Beach, Florida 33425-0310 Telephone No:(561) 742-6310 February 16, 2022 BID: ANNUAL SUPPLY OF SODIUM HYDROXIDE (LIQUID CAUSTIC SODA) BID No.: 015-2821-19/IT Agreement between the CITY OF BOYNTON BEACH and BRENNTAG MID-SOUTH, INC. AGREEMENT RENEWAL TERM: MARCH 20, 2022—MARCH 19, 2023 Yes, I agree to renew the existing agreement under the same terms, conditions with a price increase of$856 per dry ton for an additional one-year term. No, I do not wish to renew the bid for the following reason(s) BREW4T*o MID-SOUTH, INC. _ \ NAME OF COMPANY SIGNATURE Stephanie Ubach Municipal Bid Manager NAME OF REPRESENTATIVE TITLE (please print) February 16, 2022 270-855-0694: Cell DATE (AREA CODE) TELEPHONE NUMBER subach@brenntag.com E-MAI L America's Gateway to the Gulf Stream Page 1473 of 1598 CITY OF BOYNTON BEACH REQUESTS FOR BID EXTENSIONS AND PIGGY-BACKS UNDER $100,000 MARCH 1, 2022 REQUESTING DEPARTMENT: Utilities DEPARTMENT CONTACT: Bryan Heller, Manager Water Quality& Treatment TERM: March 20, 2022, to March 19, 2023 SOURCE FOR PURCHASE: City of Boynton Beach Bid No. 015-2821-19/IT—Annual Supply of ACCOUNT NUMBER: 401-2811-536-52.35 VENDOR(S): BRENNTAG MID-SOUTH, INC. ANNUAL ESTIMATE: $80,000 DESCRIPTION: On March 19, 2019, Commission awarded the Annual Supply of Sodium Hydroxide (Liquid Caustic Soda) to Brenntag Mid-South, Inc. of Orlando, Florida. The initial agreement term was for one (1) year with the option to renew for three (3) additional one-year terms contingent upon mutual approval that the renewal is in the City's best interest. With this renewal, the vendor requests a price increase of approximately 49%, the current price per dry ton is $574 and the renewal price per dry ton will be $856. Staff has reviewed the Consumer Price Index for All Urban Consumers (CPI-U) and approved the price increase. Staff requests the approval of the 3rd renewal term from March 19, 2022 to March 20, 2023, with the price increase. 98 ui m3 Y z uj ce. 0 0 0 Ana N N Cit N LMu cu d = V � \1/ N O m V z � N w W > N LV N c= t N M 0 m r CL t _ O E = 0 O L O M O •- -W 4) L. 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Lo s 3 r . t 5W L : E NE E (o N NCo E N 2 � E Co c: -0 c: N Co (o Q — — a) 0 OOZC — Xn co • zQU � o 2. i caU vi ( U) >> � O OJ OJz � J — I- O O .� CI- � � � .. c A — — o CI � � n � cnU � zU = nUz s®•• ifs E > E � 0 � � �� .� _ = J V 0 L N M N N N It O 10.A. Unfinished Business 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Human Resources will provide an update on the City Manager search. Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 1513 of 1598 11.A. New Business 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Proposed Resolution No. R22-096-Adopt a Proposed Millage Rate of 7.8500 mills. Explanation of Request: Pursuant to Florida Statute 200.065(2)(b) it is the responsibility of the Municipality's governing body to advise the Property Appraiser of its, proposed millage rate, rolled-back millage rate, and the date, time and place of the first public hearing at which the proposed millage rate and tentative budget will be considered. Through the FY 2022-23 budget workshop, staff will discuss both the proposed millage rate of 7.8500 mills along with the rolled-back rate of 6.9501. How will this affect city programs or services? Reducing the current millage rate allows the City to provide a balanced budget without the use of fund balance. The rolled-back rate provides a budget deficit of $5,920,007 that would need to be accounted for in either a decrease in expenditures or a use of fund balance. Fiscal Impact: The proposed Ad Valorem taxes anticipated would be $62,676,597 reducing the current millage rate from 7.8900 to 7.8500 mills. Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Type Description Addendum Resolution approving the proposed millage rate Page 1514 of 1598 I RESOLUTION NO. R22-096 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 4 FLORIDA, ADOPTING A PROPOSED MUNICIPAL 5 MILLAGE RATE FOR GENERAL OPERATING 6 BUDGET PURPOSES FOR FISCAL YEAR 2022-2023, 7 STATING A ROLLED-BACK RATE,AND SETTING THE 8 DATE, TIME AND PLACE OF THE FIRST PUBLIC 9 HEARING; PROVIDING FOR AN EFFECTIVE DATE. 10 11 12 WHEREAS, pursuant to Florida Statute 200.065(2)(b) it is the responsibility of the 13 Municipality's governing body to advise the Property Appraiser of its proposed millage rate, 14 rolled- back millage rate, and the date, time and place of the first public hearing at which the 15 proposed millage rate and tentative budget will be considered. 16 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 17 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 18 Section 1. The above referenced whereas clauses are incorporated herein by 19 reference. 20 Section 2. The City Commission of the City of Boynton Beach,Florida,hereby sets 21 a proposed millage rate of 7.8500 which has been computed to fund the General Operating 22 Budget for Fiscal Year 2022-23. The rolled-back rate is 6.9501. 23 Section 3. The City Commission of the City of Boynton Beach,Florida,hereby sets 24 September 8, 2022 at 6:00 P.M., at Commission Chambers, Boynton Beach City Hall, 100 East 25 Ocean Avenue,Boynton Beach,FL 33435,as the date,time and place of the first public hearing 26 to consider the proposed millage rate and the tentative budget. 27 Section 4. The Interim City Manager of the City of Boynton Beach, Florida, is 28 hereby authorized to execute and submit DR-420 Certification of Taxable Value to the Palm 29 Beach County Property Appraiser's Office. S:\CA\RESO\Budget\2022-2023 BudgetTroposed Millage 2022-2023-Reso.Docx Page 1515 of 1598 30 Section 5. This Resolution shall become effective immediately upon its passage and 31 adoption. 32 PASSED AND ADOPTED this day of July, 2022. 33 34 CITY OF BOYNTON BEACH, FLORIDA 35 36 YES NO 37 38 Mayor—Ty Penserga 39 40 Vice-Mayor—Angela Cruz 41 42 Commissioner—Woodrow L. Hay 43 44 Commissioner—Thomas Turkin 45 46 Commissioner—Aimee Kelley 47 48 49 VOTE 50 51 ATTEST: 52 53 54 55 Maylee De Jes6s, MMC 56 City Clerk 57 58 59 60 (Corporate Seal) S:\CA\RESO\Budget\2022-2023 BudgetTroposed Millage 2022-2023-Reso.Docx Page 1516 of 1598 11.B. New Business 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Proposed Resolution No. R22-097-Adopt a Preliminary Fire Assessment Rate for FY 2022-23. Explanation of Request: Pursuant to Ordinance No. 08-017, Resolution R08-076, Sections 16.021 and 166.041, Florida Statutes and other applicable provisions of law, the City must adopt a preliminary rate for the Fire Assessment on an annual basis through approval of the governing board. The estimated Fire Rescue Assessments to be assessed and apportioned among benefited parcels pursuant to the Cost Apportionment and Parcel Apportionment to generate the estimated Fire Rescue Assessed Cost for the Fiscal Year commencing October 1, 2022, are hereby established as follows for the purpose of this Preliminary Assessment Resolution. There is no proposed change from the previous year. Property Use Category Rate Per Dwelling Unit Residential $120.00 Non-Residential Property Use Categories Rate Per Square Foot Commercial $0.27 1 ndustrial/Warehouse $0.06 1 nstitutional $0.30 Nursing Home $0.30 The estimated Fire Rescue Assessed Cost to be assessed for the Fiscal Year commencing October 1, 2022, is$8,307,859 before discounts. No Fire Rescue Assessment shall be imposed upon a parcel of Government Property (except as provided in Section 5(Q) of the Preliminary Assessment Resolution) or upon the portion of a Building located on a parcel of Institutional Property whose Building use is wholly exempt from ad valorem taxation under Florida law. How will this affect city programs or services? The proposed assessment will allow for continuation of operations and services and maintenance of current fire station facilities. Fiscal Impact: The estimated Fire Rescue Assessed Cost to be assessed for the Fiscal Year commencing October 1, 2022, is $8,307,859.00 Alternatives: Not approve a preliminary rate. If preliminary rate is not approved as is, an alternative rate structure could be proposed, or additional funds would have to be determined to fund the fire department through other sources. Strategic Plan: Page 1517 of 1598 Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Type Description D Addendum Fire Assessment Resolution Page 1518 of 1598 CITY OF BOYNTON BEACH, FLORIDA PRELIMINARY RATE RESOLUTION - FIRE ASSESSMENT ADOPTED JULY , 2022 100521048.1 306-00053701 Page 1519 of 1598 TABLE OF CONTENTS SECTION 1. AUTHORITY........................................................................................... 1 SECTION 2. PURPOSE AND DEFINITIONS. ............................................................ 1 SECTION 3. PROVISION AND FUNDING OF FIRE RESCUE SERVICES. ........... 6 SECTION 4. IMPOSITION AND COMPUTATION OF FIRE RESCUE ASSESSMENTS. ..................................................................................... 6 SECTION 5. LEGISLATIVE DETERMINATIONS OF SPECIAL BENEFIT AND FAIR APPORTIONMENT. ..................................................................... 7 GENERAL ............................................................................................... 7 COST APPORTIONMENT..................................................................... 8 RESIDENTIAL PARCEL APPORTIONMENT................................... 10 NON-RESIDENTIAL PARCEL APPORTIONMENT......................... 10 SECTION 6. COST APPORTIONMENT METHODOLOGY. .................................. 12 SECTION 7. PARCEL APPORTIONMENT METHODOLOGY.............................. 13 SECTION 8. DETERMINATION OF FIRE RESCUE ASSESSED COSTS; ESTABLISHMENT OF PRELIMINARY FIRE RESCUE ASSESSMENTS. ................................................................................... 13 SECTION 9. ASSESSMENT ROLL. .......................................................................... 14 SECTION 10. METHOD OF COLLECTION.............................................................. 15 SECTION 11. AUTHORIZATION OF PUBLIC HEARING...................................... 15 SECTION 12. NOTICE BY PUBLICATION. ............................................................. 15 SECTION 13. NOTICE BY MAIL............................................................................... 15 SECTION 14. APPLICATION OF ASSESSMENT PROCEEDS............................... 16 SECTION 15. CONFLICTS. ........................................................................................ 16 SECTION 16. SEVERABILITY. ................................................................................. 16 SECTION 17. EFFECTIVE DATE. ............................................................................. 16 APPENDIXA ..............................................................................................................A-1 APPENDIXB................................................................................................................B-1 i 100521048.1 306-00053701 Page 1520 of 1598 APPENDIXC................................................................................................................0-1 APPENDIXD ..............................................................................................................D-1 APPENDIXE................................................................................................................E-1 APPENDIXF ................................................................................................................F-1 APPENDIXG .............................................................................................................. G-1 APPENDIXH ..............................................................................................................H-1 ii 100521048.1 306-00053701 Page 1521 of 1598 I RESOLUTION NO. R22-097 2 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 3 RELATING TO THE PROVISION OF FIRE RESCUE SERVICES, 4 FACILITIES, AND PROGRAMS IN THE CITY OF BOYNTON 5 BEACH, FLORIDA; DESCRIBING THE METHOD OF ASSESSING 6 FIRE RESCUE ASSESSED COSTS AGAINST ASSESSED 7 PROPERTY LOCATED WITHIN THE CITY OF BOYNTON 8 BEACH; DIRECTING THE PREPARATION OF AN ASSESSMENT 9 ROLL; AUTHORIZING A PUBLIC HEARING AND DIRECTING 10 THE PROVISION OF NOTICE THEREOF; AND PROVIDING AN 11 EFFECTIVE DATE 12 13 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION 14 OF THE CITY OF BOYNTON BEACH, FLORIDA: 15 SECTION 1. AUTHORITY. 16 This resolution is adopted pursuant to the provisions of Ordinance No. 08-017, 17 Resolution R08-076, Sections 166.021 and 166.041, Florida Statutes, and other applicable 18 provisions of law. 19 SECTION 2. PURPOSE AND DEFINITIONS. 20 This resolution constitutes the Preliminary Rate Resolution as defined in Ordinance 21 08-017 (the "Ordinance"). All capitalized words and terms not otherwise defined herein 22 shall have the meanings set forth in the Ordinance and Resolution R08-076 ("Initial 23 Assessment Resolution"). Unless the context indicates otherwise, words imparting the 24 singular number, include the plural number, and vice versa. As used in this resolution, the 25 following terms shall have the following meanings, unless the context hereof otherwise 26 requires: 27 "Building Area" means the adjusted area of a Building expressed in square feet 28 and reflected on the Tax Roll or, in the event such information is not reflected or 29 determined not to be accurately reflected on the Tax Roll,that area determined by the City. 100521048.1 306-00053701 Page 1522 of 1598 30 "Code Descriptions" mean the descriptions listed in the Fixed Property Use Codes 31 and the Improvement Codes. 32 "Commercial Property" means those Tax Parcels with a Code Description 33 designated as "Commercial" in the Improvement Codes specified in Appendix C. 34 "Cost Apportionment" means the apportionment of the Fire Rescue Assessed 35 Cost among all Property Use Categories according to the Demand Percentages established 36 pursuant to the apportionment methodology described in Section 6 of this Preliminary Rate 37 Resolution. 38 "Demand Percentage" means the percentage of demand for fire rescue services, 39 facilities, or programs attributable to each Property Use Category determined by analyzing 40 the historical demand for fire rescue services as reflected in the Fire Rescue Incident 41 Reports in the State Database under the methodology described in Section 6 of this 42 Preliminary Rate Resolution. 43 "DOR Code" means a property use code established in Rule 12D-8.008, Florida 44 Administrative Code, assigned by the Property Appraiser to Tax Parcels within the City, 45 attached hereto as Appendix D. 46 "Dwelling Unit" means (1) a Building, or a portion thereof, available to be used 47 for residential purposes, consisting of one or more rooms arranged, designed, used, or 48 intended to be used as living quarters for one family only, or (2) the use of land in which 49 lots or spaces are offered for rent or lease for the placement of mobile homes or the like for 50 residential purposes. 51 "Emergency Medical Services" means those services recorded in Incident Reports 52 that assign a "type of situation found code" of 300, 300N, 311, 32, 321, 322, 323, 324, 53 381, 554, and 661. The"type of situation found codes" are attached hereto as Appendix A. 100521048.1 306-00053701 2 Page 1523 of 1598 54 "Emergency Medical Services Cost" means the amount, other than first response 55 medical rescue services, to be associated with Emergency Medical Services. 56 "Estimated Fire Rescue Assessment Rate Schedule" means that rate schedule 57 attached hereto as Appendix E and hereby incorporated herein by reference, specifying the 58 Fire Rescue Assessed Costs determined in Section 8 of this Preliminary Rate Resolution 59 and the estimated Fire Rescue Assessments established in Section 8 of this Preliminary 60 Rate Resolution. 61 "Fire Rescue Assessed Cost" means: 62 (1) the amount determined by the City Commission to be assessed in 63 any Fiscal Year to fund all or any portion of the cost of the provision of fire rescue 64 services, facilities, or programs, which provide a special benefit to Assessed Property, and 65 shall include, but not be limited to, the following components: (A) the cost of physical 66 construction, reconstruction or completion of any required facility or improvement; (B) 67 the costs incurred in any required acquisition or purchase; (C) the cost of all labor, 68 materials, machinery, and equipment; (D) the cost of fuel, parts, supplies, maintenance, 69 repairs, and utilities; (E) the cost of computer services, data processing, and 70 communications; (F) the cost of all lands and interest therein, leases, property rights, 71 easements, and franchises of any nature whatsoever; (G) the cost of any indemnity or 72 surety bonds and premiums for insurance; (H) the cost of salaries, volunteer pay, workers' 73 compensation insurance, or other employment benefits; (1) the cost of uniforms, training, 74 travel, and per diem; (J) the cost of construction plans and specifications, surveys and 75 estimates of costs; (K) the cost of engineering, financial, legal, and other professional 76 services; (L) the costs of compliance with any contracts or agreements entered into by the 77 City to provide fire rescue services; (M) all costs associated with the structure, 100521048.1 306-00053701 3 Page 1524 of 1598 78 implementation, collection, and enforcement of the Fire Rescue Assessments, including 79 any service charges of the Tax Collector, or Property Appraiser and amounts necessary to 80 off-set discounts received for early payment of Fire Rescue Assessments pursuant to the 81 Uniform Assessment Collection Act or for early payment of Fire Rescue Assessments 82 collected pursuant to Section 3.02 of the Ordinance; (N) all other costs and expenses 83 necessary or incidental to the acquisition,provision, or construction of fire rescue services, 84 facilities, or programs, and such other expenses as may be necessary or incidental to any 85 related financing authorized by the City Commission by subsequent resolution; (0) a 86 reasonable amount for contingency and anticipated delinquencies and uncollectible Fire 87 Rescue Assessments; and (P) reimbursement to the City or any other Person for any 88 moneys advanced for any costs incurred by the City or such Person in connection with any 89 of the foregoing components of Fire Rescue Assessed Cost. 90 (2) In the event the City also imposes an impact fee upon new growth or 91 development for fire rescue related capital improvements, the Fire Rescue Assessed Cost 92 shall not include costs attributable to capital improvements necessitated by new growth or 93 development that will be paid by such impact fees. 94 (3) In no event shall the Fire Rescue Assessed Cost include any amount 95 attributable to the Emergency Medical Services Cost. 96 "Fire Rescue Incident Reports" means those Incident Reports that do not record 97 Emergency Medical Services. 98 "Fixed Property Use Codes" mean the property use codes used by FFIRS as 99 specified in Appendix B attached hereto and incorporated herein by reference. 100 "FFIRS" means the Florida Fire Incident Reporting System maintained by the 101 Florida State Fire Marshal. 100521048.1 306-00053701 4 Page 1525 of 1598 102 "Improvement Codes" mean the building use codes assigned by the Property 103 Appraiser to Tax Parcels within the City as specified in Appendix C attached hereto and 104 incorporated herein by reference. 105 "Incident Report" means an individual report filed with the Florida State Fire 106 Marshal under FFIRS. 107 "Industrial/Warehouse Property" means those Tax Parcels with a Code 108 Description designated as "Industrial/Warehouse" in the Improvement Codes specified in 109 Appendix C. 110 "Institutional Property" means those Tax Parcels with a Code Description 111 designated as "Institutional" in the Improvement Codes specified in Appendix C. 112 "Mixed Use Property" means a Tax Parcel that contains Buildings whose use 113 descriptions are capable of assignment under a Code Description in the Improvement 114 Codes in more than one Property Use Category. 115 "Non-Residential Property" means, collectively, Commercial Property, 116 Industrial/Warehouse Property, Institutional Property, and Nursing Home Property. 117 "Nursing Home Property" means those Tax Parcels with a Code Description 118 designated as "Nursing Home" in the Improvement Codes specified in Appendix C. 119 "Parcel Apportionment" means the further apportionment of the Fire Rescue 120 Assessed Cost allocated to each Property Use Category by the Cost Apportionment among 121 the Tax Parcels under the methodology established in Section 7 of this Preliminary Rate 122 Resolution. 123 "Property Use Categories" mean, collectively, all categories of Residential 124 Property and all categories of Non-Residential Property. 100521048.1 306-00053701 5 Page 1526 of 1598 125 "Residential Property" means, those Tax Parcels with a Code Description 126 designated as "Residential" in the Improvement Codes specified in Appendix C. 127 "State Database" means the incident data specific to the City derived from the 128 FFIRS Incident Reports maintained by the Florida State Fire Marshal. 129 "Tax Parcel" means a parcel of property located within the City to which the 130 Property Appraiser has assigned a distinct ad valorem property tax identification number. 131 SECTION 3. PROVISION AND FUNDING OF FIRE RESCUE SERVICES. 132 (A) Upon the imposition of a Fire Rescue Assessment for fire rescue services, 133 facilities, or programs against Assessed Property located within the City, the City shall 134 provide fire rescue services to such Assessed Property. A portion of the cost to provide 135 such fire rescue services, facilities, or programs shall be funded from proceeds of the Fire 136 Rescue Assessments. The remaining cost required to provide fire rescue services, 137 facilities, and programs shall be funded by legally available City revenues other than Fire 138 Rescue Assessment proceeds. No Emergency Medical Services shall be funded from the 139 Fire Rescue Assessment revenues. 140 (B) It is hereby ascertained, determined, and declared that each parcel of 141 Assessed Property located within the City will be benefited by the City's provision of fire 142 rescue services, facilities, and programs in an amount not less than the Fire Rescue 143 Assessment imposed against such parcel, computed in the manner set forth in this 144 Preliminary Rate Resolution. 145 SECTION 4. IMPOSITION AND COMPUTATION OF FIRE RESCUE 146 ASSESSMENTS. 147 148 Fire Rescue Assessments shall be imposed against all Tax Parcels within the 149 Property Use Categories. Fire Rescue Assessments shall be computed in the manner set 150 forth in this Preliminary Rate Resolution. 100521048.1 306-00053701 6 Page 1527 of 1598 151 SECTION 5. LEGISLATIVE DETERMINATIONS OF SPECIAL BENEFIT AND 152 FAIR APPORTIONMENT. 153 154 It is hereby ascertained and declared that the Fire Rescue Assessed Costs provide a 155 special benefit to the Assessed Property based upon the following legislative 156 determinations and based upon that certain report entitled "City of Boynton Beach Fire 157 Assessment Memorandum," May 2008, prepared by Government Services Group, Inc., 158 which is hereby incorporated herein by reference. Each year since then, the City has 159 engaged Government Services Group to provide assistance to the City in implementing the 160 annual Fire Rescue Assessments, including review of rates and budgets, to maintain 161 consistency with the methodology used by the City and confirmed in Desiderio Corp. v. 162 City of Boynton Beach, 39 So.3d 487 (Fla. 4th DCA 2010). There has been no change in 163 law since the Desiderio decision affecting the City's methodology. 164 GENERAL 165 (A) Upon the adoption of this Preliminary Rate Resolution determining the Fire 166 Rescue Assessed Costs and identifying the Assessed Property to be included in the 167 Assessment Roll, the legislative determinations of special benefit ascertained and declared 168 in Section 1.04 of the Ordinance are hereby ratified and confirmed. 169 (B) It is fair and reasonable to use the Improvement Codes and the DOR Codes 170 of the Cost Apportionment and the Parcel Apportionment because: (1) the Tax Roll 171 database employing the use of such property use codes is the most comprehensive, 172 accurate, and reliable information readily available to determine the property use and 173 Building Area for improved property within the City, and (2) the Tax Roll database within 174 such property use codes is maintained by the Property Appraiser and is thus consistent 175 with parcel designations on the Tax Roll which compatibility permits the development of 100521048.1 306-00053701 7 Page 1528 of 1598 176 an Assessment Roll in conformity with the requirements of the Uniform Method of 177 Collection. 178 (C) The data available in the Improvement Codes is more useful and accurate to 179 determine Building Area than relying exclusively upon the data maintained in the DOR 180 Code alone because (1) the data maintained in the Improvement Codes reveals the 181 existence of a Building with a different use than the use described on the DOR Code, (2) 182 the Improvement Codes represent records maintained by the Property Appraiser with the 183 most information relative to Building Area regardless of property use and (3) the City 184 conducted field work to ascertain Building use when sufficient information was not 185 available. 186 COST APPORTIONMENT 187 (D) It is fair and reasonable and consistent with the decision from the Florida 188 Supreme Court in the case of City of North Lauderdale v. SMM Properties, Inc., 825 So. 189 2d 343 (Fla. 2002), to exclude from the Fire Rescue Assessed Cost amounts determined to 190 constitute the Emergency Medical Services Cost. 191 (E) Apportioning the Fire Rescue Assessed Cost among classifications of 192 improved property based upon historical demand for fire rescue services, but not 193 Emergency Medical Services, is fair and reasonable and proportional to the special benefit 194 received. 195 (F) The Fire Rescue Incident Reports are the most reliable data available to 196 determine the potential demand for fire rescue services from property use and to determine 197 the benefit to property use resulting from the availability of fire rescue services to protect 198 and serve Buildings located within the Assessed Property and their intended occupants. 199 There exist sufficient Fire Rescue Incident Reports that document the historical demand for 100521048.1 306-00053701 8 Page 1529 of 1598 200 fire rescue services from Assessed Property within the Property Use Categories. The 201 Demand Percentage that has been determined for each Property Use Category by an 202 examination of such Fire Rescue Incident Reports is consistent with the experience of the 203 City. Therefore, the use of Demand Percentages that were determined by an examination 204 of Fire Rescue Incident Reports is a fair and reasonable method to apportion the Fire 205 Rescue Assessed Costs among the Property Use Categories. 206 (G) The historical demand for fire rescue service availability for multi-family 207 and single-family Residential Property is substantially similar and any difference in the 208 percentage of documented fire rescue calls to such specific property uses is statistically 209 insignificant. 210 (H) As a result of the urbanized character of the City, the suppression of fire on 211 vacant property primarily benefits the Buildings within the adjacent improved property by 212 the containment of the spread of fire rather than the preservation of the vacant property. 213 Therefore, it is fair and reasonable not to apportion any of the Fire Rescue Assessed Costs 214 to vacant property and the Fire Rescue Incident Reports documenting historical fire 215 services provided to vacant property were thus omitted from the Demand Percentage 216 calculation. 217 (1) The level of services required to meet anticipated demand for the rescue 218 services and the corresponding annual fire rescue budget required to fund fire rescue 219 services provided to non-specific property uses would be required notwithstanding the 220 occurrence of any incidents from such non-specific property uses. Therefore, it is fair and 221 reasonable to omit from the Demand Percentage calculation the Fire Rescue Incident 222 Reports documenting fire rescue services provided to non-specific property uses. 100521048.1 306-00053701 9 Page 1530 of 1598 223 RESIDENTIAL PARCEL APPORTIONMENT 224 (J) Neither the size nor the value of Residential Property determines the scope 225 of the required fire rescue response. The potential demand for fire rescue services is driven 226 by the existence of a Dwelling Unit and the anticipated average occupant population. 227 (K) Apportioning the Fire Rescue Assessed Cost for fire rescue services 228 attributable to Residential Property on a per Dwelling Unit basis is required to avoid cost 229 inefficiency and unnecessary administration and is a fair and reasonable method of Parcel 230 Apportionment based upon historical call data. 231 (L) The City Commission hereby finds that as a consequence of the transient 232 use and potential extraordinary vacancies within Mobile Home Park Property, which 233 vacancies result in the absence of structures on unoccupied spaces, as compared to other 234 Residential Property, and within Recreational Vehicle Park Property as compared to other 235 Commercial Property, as well as the lack of demand for fire rescue services for unoccupied 236 spaces which lack structures, it is fair and reasonable to provide for an extraordinary 237 vacancy adjustment procedure for Mobile Home Park Property and Recreational Vehicle 238 Park Property, using the procedures established in Resolution R11-089. 239 NON-RESIDENTIAL PARCEL APPORTIONMENT 240 (M) The separation of improved Non-Residential Property by actual square 241 footage is fair and reasonable for the purpose of Parcel Apportionment because the demand 242 for fire rescue service is determined and measured by the actual square footage of 243 structures and improvements within benefited parcels. 244 (N) The demand for the availability of fire rescue services diminishes at the 245 outer limit of Building size because a fire occurring in a structure greater than a certain size 246 is not capable of being suppressed under expected conditions and given the availability of 100521048.1 306-00053701 10 Page 1531 of 1598 247 fire control combat personnel, equipment and apparatus within the City. In such 248 circumstances, the fire control activities of the City are directed to avoid the spread of the 249 fire event to adjacent Buildings. Therefore, it is fair and reasonable to place a cap on the 250 Building Area classification of benefited parcels within Non-Residential Property based on 251 the fire control personnel, equipment, and apparatus available within the City. 252 (0) Institutional Property whose use is exempt from the valorem taxation under 253 Florida law provides facilities and uses to the ownership, occupants, membership as well 254 as the public in general that otherwise might be requested or required to be provided by the 255 City and such property uses serve a legitimate public purpose and provide a public benefit. 256 Therefore, it is fair and reasonable not to impose Fire Rescue Assessments upon such 257 parcels of Institutional Property whose building use is wholly exempt from ad valorem 258 taxation under Florida law. Accordingly, pursuant to Section 2.14 of the Ordinance, no 259 Fire Rescue Assessment shall be imposed upon a parcel of Institutional Property whose use 260 is wholly exempt from the ad valorem taxation under Florida law. 261 (P) Except as provided in subsection (Q) below, Government Property provides 262 facilities and uses to the community, local constituents and the public in general that serves 263 a legitimate public purpose and provides a public benefit. Therefore, it is fair and 264 reasonable not to impose Fire Rescue Assessments upon such parcels of Government 265 Property pursuant to Section 2.14 of the Ordinance. 266 (Q) Government Property that is owned by federal government mortgage 267 entities, such as the Fannie Mae, Freddie Mae, VA and HUD, due to foreclosures are 268 neither serving a governmental purpose nor providing a public benefit but are instead being 269 held by these federal government mortgage entities in a proprietary capacity. Accordingly, 270 these properties shall not be exempted from the Fire Rescue Assessment. 100521048.1 306-00053701 1 1 Page 1532 of 1598 271 (R) Nursing Home Property provides facilities for the care of elderly and 272 disabled residents of the City. Such facilities provide a benefit to the public by offering 273 care and assistance to vulnerable members of the community. Therefore, it is fair and 274 reasonable to impose a Fire Rescue Assessment against Nursing Home Property based on 275 the Fire Rescue Assessment rate established for Institutional Property notwithstanding the 276 Demand Percentage determined for Nursing Home Property to avoid increasing the cost of 277 care for the elderly and disabled. 278 SECTION 6. COST APPORTIONMENT METHODOLOGY. 279 (A) Utilizing data from the Fire Rescue Incident Reports related to the type of 280 calls and physical location of each call, the City assigned fire rescue incidents located 281 within the City to Property Use Categories. 282 (B) Based upon such assignment of Fire Rescue Incident Reports to Property 283 Use Categories, the number of Fire Rescue Incident Reports filed within a sampling period 284 was determined for each Property Use Category. A Demand Percentage was then 285 determined for each Property Use Category by calculating the percentage that Fire Rescue 286 Incident Reports allocated to each Property Use Category bear to the total number of Fire 287 Rescue Incident Reports documented for all Property Use Categories within the sampling 288 period. 289 (C) Appendix C contains a designation of Code Descriptions by Property Use 290 Category with the Improvement Codes. Such correlation between Code Descriptions by 291 Property Use Category on the Fire Rescue Incident Reports and the Improvement Codes is 292 necessary to allocate the historical demand for fire rescue services, as reflected by the Fire 293 Rescue Incident Reports for Tax Parcels, to the Tax Roll within the Property Use 294 Categories. 100521048.1 306-00053701 12 Page 1533 of 1598 295 (D) The Demand Percentage for each Property Use Category was then applied 296 to the Fire Rescue Assessed Costs and the resulting product as the cost allocation of that 297 portion of the Fire Rescue Assessed Costs allocated to each individual Property Use 298 Category. 299 SECTION 7. PARCEL APPORTIONMENT METHODOLOGY. 300 (A) The apportionment among Tax Parcels of that portion of the Fire Rescue 301 Assessed Costs allocated to each Property Use Category under the Cost Apportionment 302 shall be consistent with the Parcel Apportionment methodology described and determined 303 in Appendix F, which Parcel Apportionment methodology is hereby approved, adopted, 304 and incorporated into this Preliminary Rate Resolution by reference. 305 (B) It is hereby acknowledged that the Parcel Apportionment methodology 306 described and determined in Appendix F is to be applied in the calculation of the estimated 307 Fire Rescue Assessment rates established in Section 8 of this Preliminary Rate Resolution. 308 SECTION 8. DETERMINATION OF FIRE RESCUE ASSESSED COSTS; 309 ESTABLISHMENT OF PRELIMINARY FIRE RESCUE 310 ASSESSMENTS. 311 312 (A) The Fire Rescue Assessed Costs to be assessed and apportioned among 313 benefited parcels pursuant to the Cost Apportionment and the Parcel Apportionment for 314 the Fiscal Year commencing October 1, 2022, is the amount determined in the Estimated 315 Fire Rescue Assessment Rate Schedule, which is attached hereto as Appendix E and 316 incorporated herein by reference. The approval of the Estimated Fire Rescue Assessment 317 Rate Schedule by the adoption of this Preliminary Rate Resolution determines the amount 318 of the Fire Rescue Assessed Cost. The remainder of such Fiscal Year budget for bre 319 rescue services, facilities, and programs shall be funded from legally available City 320 revenue other than Fire Rescue Assessment proceeds. 100521048.1 306-00053701 13 Page 1534 of 1598 321 (B) The estimated Fire Rescue Assessments specified in the Estimated Fire 322 Rescue Assessment Rate Schedule are hereby established to fund the specified Fire Rescue 323 Assessed Costs determined to be assessed in the Fiscal Year commencing October 1, 2022. 324 No portion of such Fire Rescue Assessed Cost is attributable to impact fee revenue that 325 funds capital improvements necessitated by new growth or development. Further, no 326 portion of such Fire Rescue Assessed Costs is attributable to the Emergency Medical 327 Services Cost. 328 (C) The estimated Fire Rescue Assessments established in this Preliminary Rate 329 Resolution shall be the estimated assessment rates applied by the Interim City Manager in 330 the preparation of the preliminary Assessment Roll for the Fiscal Year commencing 331 October 1, 2022, as provided in Section 9 of this Preliminary Rate Resolution. 332 SECTION 9. ASSESSMENT ROLL. 333 (A) The Interim City Manager is hereby directed to prepare, or cause to be 334 prepared, a preliminary Assessment Roll for the Fiscal Year commencing October 1, 2022, 335 in the manner provided in the Ordinance. The Assessment Roll shall include all Tax 336 Parcels within the Property Use Categories. The Interim City Manager shall apportion the 337 estimated Fire Rescue Assessed Cost to be recovered through Fire Rescue Assessments in 338 the manner set forth in this Preliminary Rate Resolution. 339 (B) A copy of this Preliminary Rate Resolution, documentation related to the 340 estimated amount of the Fire Rescue Assessed Cost to be recovered through the imposition 341 of Fire Rescue Assessments, and the preliminary Assessment Roll shall be maintained on 342 file in the office of the City Clerk and open to public inspection. The foregoing shall not 343 be construed to require that the preliminary Assessment Roll be in printed form if the 100521048.1 306-00053701 14 Page 1535 of 1598 344 amount of the Fire Rescue Assessment for each parcel of property can be determined by 345 the use of a computer terminal available to the public. 346 (C) It is hereby ascertained, determined, and declared that the method of 347 determining the Fire Rescue Assessments for fire rescue services as set forth in this 348 Preliminary Rate Resolution is a fair and reasonable method of apportioning the Fire 349 Rescue Assessed Cost among parcels of Assessed Property located within the City. 350 SECTION 10. METHOD OF COLLECTION. 351 It is hereby declared that pursuant to Section 3.01 of the Ordinance that the Fire 352 Rescue Assessments shall be collected and enforced pursuant to the Uniform Assessment 353 Collection Act for Fiscal Year 2022-2023. 354 SECTION 11. AUTHORIZATION OF PUBLIC HEARING. 355 There is hereby established a public hearing to be held at 6:00 p.m. on September 356 8, 2022, in City of Boynton Beach Commission Chambers, 100 East Ocean Avenue, 357 Boynton Beach, Florida, 33435, at which time the City Commission will receive and 358 consider any comments on the Fire Rescue Assessments from the public and affected 359 property owners and consider imposing Fire Rescue Assessments. 360 SECTION 12. NOTICE BY PUBLICATION. 361 Pursuant to the requirements of the Ordinance, the Interim City Manager shall 362 publish a notice of the public hearing authorized by Section 11 hereof in the manner and 363 time provided in Section 2.04 of the Ordinance. The notice shall be published no later than 364 August 19, 2022, in substantially the form attached hereto as Appendix G. 365 SECTION 13. NOTICE BY MAIL. 366 The Interim City Manager shall also provide mailed notice for the public hearing 367 authorized by Section 11 hereof as required by Section 2.05 of the Ordinance, no later than 100521048.1 306-00053701 15 Page 1536 of 1598 368 August 19, 2022. Any notice provided by mail in addition to the annual TRIM notices 369 shall be in substantially the form attached hereto as Appendix H. 370 SECTION 14. APPLICATION OF ASSESSMENT PROCEEDS. 371 The revenue derived from the City's Fire Rescue Assessments will be utilized for 372 the provision of fire rescue services, facilities, and programs, as reflected by the Fire 373 Rescue Assessed Cost. In the event there is any fund balance remaining at the end of the 374 Fiscal Year, such balance shall be carried forward and used only to fund fire rescue 375 services, facilities, and programs. No Emergency Medical Services shall be funded from 376 the Fire Rescue Assessment revenues. 377 SECTION 15. CONFLICTS. 378 All resolutions or parts of resolutions in conflict herewith are hereby repealed to the 379 extent of such conflict. 380 SECTION 16. SEVERABILITY. 381 If any clause, section, other part or application of resolution is held by any Court of 382 competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not 383 affect the validity of the remaining portions or applications of this Resolution. 384 SECTION 17. EFFECTIVE DATE. 385 This Preliminary Rate Resolution shall take effect immediately upon its passage 386 and adoption. 387 100521048.1 306-00053701 16 Page 1537 of 1598 388 PASSED AND ADOPTED this day of July, 2022. 389 390 CITY OF BOYNTON BEACH, FLORIDA 391 392 YES NO 393 394 Mayor—Ty Penserga 395 396 Vice-Mayor—Angela Cruz 397 398 Commissioner—Woodrow L. Hay 399 400 Commissioner—Thomas Turkin 401 402 Commissioner—Aimee Kelley 403 404 405 VOTE 406 407 ATTEST: 408 409 410 411 Maylee De Jes6s, MMC 412 City Clerk 413 414 415 416 (Corporate Seal) 100521048.1 306-00053701 17 Page 1538 of 1598 APPENDIX A FIRE RESCUE INCIDENT REPORT TYPE OF SITUATION FOUND CODES A-1 100521048.1 306-00053701 Page 1539 of 1598 Situation Found Description EMS Type Call 100 Fire,Other N 111 Building Fire N 112 Fires in structures other than in a building N 113 Cooking fire,confined to a container N 116 Fuel bumer/boiler malfunction,fire confined N 118 Trash or rubbish fire,contained N 130 Mobile property(vehicle)fire,other N 131 Passenger vehicle fire N 132 Road freight or transport vehicle fire N 134 Water vehicle fire N 137 Camper or RV fire N 140 Natural vegetation fire N 141 Forest,woods or wildland fire N 142 Brush,or brush and grass mixture fire N 143 Grass fire N 150 Outside rubbish fire,other N 151 Outside rubbish,trash or waste fire N 154 Dumpster or other outside trash receptacle fire N 160 Special outside fire,other N 162 Outside equipment fire N 173 Cultivated trees or nursery stock fire N 200 Overpressure rupture,explosion,overheat,other N 220 Overpressure rupture from air or gas,other N 251 Excessive heat,scorch burns with no ignition N 300 Rescue,EMS call,other Y 30ON Rescue,EMS call,other,NON-SPECIFIC FPU Y 311 Medical assist,assist EMS crew Y 32 Emergency medical call Y 321 EMS call,excluding vehicle accident with injury Y 322 Vehicle accident with injuries Y 323 Motor vehicle/pedestrian accident(MV Ped) Y 324 Motor Vehicle Accident,No Injuries Y 331 Lock-in(if lock out,use 511) N 341 Search for person on land N 351 Extrication of victim(s)from building/structure N 353 Removal of victim(s)from stalled elevator N 381 Rescue or EMS standby Y 400 Hazardous condition,other N 410 Flammable gas or liquid condition,other N 411 Gasoline or other flammable liquid spill N 412 Gas leak N 413 Oil or other combustible liquid spill N 440 Electrical wiring/equipment problem,other N 441 Heat from short circuit(wiring),defective/worn N 442 Overheated motor N A-2 100521048.1 306-00053701 Page 1540 of 1598 Situation Found Description EMS Type Call 443 Light ballast breakdown N 444 Power line down N 445 Arcing,shorted electrical equipment N 460 Accident,potential accident,other N 463 Vehicle accident,general cleanup N 480 Attempted burning,illegal action,other N 500 Service call,other N 510 Person in distress,other N 511 Lock-out N 512 Ring or jewelry removal N 520 Water problem,other N 522 Water or steam leak N 531 Smoke or odor removal N 540 Animal problem,other N 542 Animal rescue N 550 Public service assistance,other N 551 Assist police or other governmental agency N 552 Police matter N 553 Public service N 554 Assist invalid Y 555 Defective elevator N 561 Unauthorized burning N 571 Cover assignment,standby,moveup N 600 Good intent call,other N 611 Dispatched&canceled en route N 621 Wrong location N 622 No incident found upon arrival N 641 Vicinity alarm(incident in other location) N 650 Steam,other gas mistaken for smoke,other N 651 Smoke scare,odor of smoke N 652 Steam,vapor,fog or dust thought to be smoke N 653 Barbecue,tar kettle N 661 EMS call,parry transported by non-fire agency Y 671 Hazmat release investigation w/no hazmat N 700 False alarm or false call,other N 710 Malicious,mischievous false call,other N 711 Municipal alarm system,malicious false alarm N 712 Direct tie to FD,malicious/false alarm N 713 Telephone,malicious false alarm N 714 Central station,malicious false alarm N 715 Local alarm system,malicious false alarm N 721 Bomb scare-no bomb N 730 System malfunction N 731 Sprinkler activation due to malfunction N 733 Smoke detector activation due to malfunction N 734 Heat detector activation due to malfunction N A-3 100521048.1 306-00053701 Page 1541 of 1598 Situation Found Description EMS Type Call 735 Alarm system sounded due to malfunction N 740 Unintentional transmission of alarm,other N 741 Sprinkler activation,no fire-unintentional N 742 Extinguishing system activation N 743 Smoke detector activation,no fire-unintentional N 744 Detector activation,no fire-unintentional N 745 Alarm system sounded,no fire-unintentional N 746 Carbon monoxide detector activation,no CO N 813 Wind storm,tornado/hurricane assessment N 814 Lightning strike(no fire) N 900 Special type of incident,other,Dumpster fire N 911 Citizen complaint N A-4 100521048.1 306-00053701 Page 1542 of 1598 APPENDIX B FIXED PROPERTY USE CODES B-1 100521048.1 306-00053701 Page 1543 of 1598 Fixed Property Description Category Assigned Use 000 FIXED PROP USE UNDETERMINED NON-SPECIFIC 100 UNKNOWN OTHER NON-SPECIFIC 110 FIXED USE RECREATION,OTHER COMMERCIAL 111 BOWLING ESTABLISHMENT COMMERCIAL 113 AMUSEMENT CENTER COMMERCIAL 116 SWIMMING FACILITY COMMERCIAL 120 VARIABLE USE AMUSEMENT/RECREATION COMMERCIAL 121 BALLROOM,GYMNASIUM COMMERCIAL 122 EXHIBITION HALL COMMERCIAL 123 ARENA/STADIUM COMMERCIAL 124 PLAYGROUND COMMERCIAL 129 AMUSEMENT CENTER INDOOR/OUTDOOR COMMERCIAL 130 PLACES OF WORSHIP,CHURCH,FUNERAL PARLOR INSTITUTIONAL 131 CHURCH/CHAPEL INSTITUTIONAL 134 FUNERAL PARLOR/CHAPEL INSTITUTIONAL 140 CLUBS,OTHER COMMERCIAL 141 ATHLETIC CLUB/YMCA COMMERCIAL 142 CLUB HOUSE COMMERCIAL 144 CASINO,GAMBLING CLUBS COMMERCIAL 150 PUBLIC,GOVT,OTHER INSTITUTIONAL 151 LIBRARY INSTITUTIONAL 160 EATING/DRINKING PLACES COMMERCIAL 161 RESTAURANT COMMERCIAL 162 NIGHTCLUB COMMERCIAL 170 TERMINALS OTHER COMMERCIAL 173 BUS TERMINAL COMMERCIAL 181 PERFORMANCE THEATER COMMERCIAL 183 MOVIE THEATER COMMERCIAL 200 EDUCATIONAL PROPERTY OTHER INSTITUTIONAL 210 SCHOOLS NON-ADULT OTHER INSTITUTIONAL 211 PRE-SCHOOL INSTITUTIONAL 213 ELEMENTARY SCHOOL INSTITUTIONAL 215 HIGH SCHOOL/JR HIGH/MIDDLE SCHOOL INSTITUTIONAL 241 COLLEGE/UNIVERSITY INSTITUTIONAL 254 DAY CARE-IN COMMERCIAL PROPERTY COMMERCIAL 255 DAY CARE-IN RESIDENCE-LICENSED COMMERCIAL 300 HEALTHCARE/DETENTION OTHER INSTITUTIONAL 311 CARE OF THE AGED/NURSING STAFF NURSING HOMES 321 MENTAL RETARDATION/DEVELOPMENT DISABILITY INSTITUTIONAL FACILITY 322 ALCOHOL/SUBSTANCE ABUSE RECOVERY CENTER INSTITUTIONAL 323 ASYLUM/MENTAL INSTITUTION INSTITUTIONAL 331 HOSPITAL-MEDICAL/PSYCHIATRIC INSTITUTIONAL 340 CLINICS,OTHER INSTITUTIONAL 341 CLINIC,CLINIC-TYPE INFIRMARY INSTITUTIONAL 342 DOCTOR/DENTIST/SURGEONS OFFICE COMMERCIAL B-2 100521048.1 306-00053701 Page 1544 of 1598 Fixed Property Description Category Assigned Use 343 HEMODIALYSIS UNIT INSTITUTIONAL 361 JAIL/PRISON-NOT JUVENILE INSTITUTIONAL 365 POLICE STATION INSTITUTIONAL 400 RESIDENTIAL OTHER RESIDENTIAL 4191 ONE-FAMILY DWELLING RESIDENTIAL 4192 TWO-FAMILY DWELLING RESIDEDNTIAL 429 MULTI-FAMILY DWELLINGS RESIDENTIAL 439 ROOMING,BOARDING,RESIDENTIAL HOTELS RESIDENTIAL 449 HOTELS, MOTELS,INNS,LODGES COMMERCIAL 459 RESIDENTIAL BOARD AND CARE NURSING HOMES 460 DORMITORIES OTHER INSTITUTIONAL 500 MERCANTILE PROPERTIES OTHER COMMERCIAL 511 CONVENIENCE STORE COMMERCIAL 519 FOOD,BEVERAGE SALES,GROCERY STORE COMMERCIAL 529 TEXTILE,WEARING APPAREL SALES COMMERCIAL 539 HOUSEHOLD GOODS SALES,REPAIRS COMMERCIAL 549 SPECIALTY SHOPS COMMERCIAL 557 BARBER,BEAUTY SHOP,PERSONAL SERVICES COMMERCIAL 559 RECREATIONAL,HOBBY,HOME SALES,PET STORE COMMERCIAL 564 SELF-SERVICE LAUNDRY/DRY CLEANING COMMERCIAL 569 PROFESSIONAL SUPPLIES COMMERCIAL 571 SERVICE STATION COMMERCIAL 579 MOTOR VEHICLE,BOAT SALES/SERVICE/REPAIRS COMMERCIAL 580 GENERAL ITEM STORES,OTHER COMMERCIAL 581 DEPARTMENT STORE COMMERCIAL 592 BANK W/FIRST STORY BANKING FACILITY COMMERCIAL 593 MEDICAL,RESEARCH,SCIENTIFIC OFFICE COMMERCIAL 596 POST OFFICE OR MAILING FORMS INSTITUTIONAL 599 BUSINESS OFFICES COMMERCIAL 600 BASIC INDUSTRY,UTILITY,DEFENSE OTHER INDUSTRIAL/WAREHOUSE 629 LABORATORIES INDUSTRIAL/WAREHOUSE 639 COMMUNICATIONS CENTER INDUSTRIAL/WAREHOUSE 642 ELECTRIC TRANSMISSION DISTIB.SYSTEM INDUSTRIAL/WAREHOUSE 644 GAS DISTRIBUTION SYSTEM,PIPELINE INDUSTRIAL/WAREHOUSE 647 WATER UTILITY INDUSTRIAL/WAREHOUSE 648 SANITARY SERVICE INDUSTRIAL/WAREHOUSE 700 MANUFACTURING PROPERTY,PROCESSING INDUSTRIAL/WAREHOUSE 800 STORAGE PROPERTY OTHER INDUSTRIAL/WAREHOUSE 880 VEHICLE STORAGE;OTHER INDUSTRIAL/WAREHOUSE 882 GENERAL VEHICLE PARKING GARAGE INDUSTRIAL/WAREHOUSE 888 FIRE STATIONS INSTITUTIONAL 891 GENERAL WAREHOUSE INDUSTRIAL/WAREHOUSE 899 RESIDENTIAL OR SELF STORAGE UNITS INDUSTRIAL/WAREHOUSE 900 OUTSIDE,SPECIAL PROPERTIES;OTHER NON-SPECIFIC 919 DUMP SANITARY LANDFILL NON-SPECIFIC B-3 100521048.1 306-00053701 Page 1545 of 1598 Fixed Property Description Category Assigned Use 921 BRIDGE,TRESTLE NON-SPECIFIC 926 OUTBUILDING,EXCLUDING GARAGE NON-SPECIFIC 931 OPEN LAND,FIELD NOT USED 935 CAMPSITE WITH UTILITIES COMMERCIAL 936 VACANT LOT NOT USED 937 BEACH NON-SPECIFIC 938 GRADED AND CARED FOR PLOTS OF LAND NOT USED 940 WATER AREAS,OTHER NON-SPECIFIC 941 IN OPEN SEA,TIDAL WATERS NON-SPECIFIC 946 LAKE/RIVER/STREAM NON-SPECIFIC 951 RAILROAD RIGHT OF WAY NON-SPECIFIC 952 SWITCH YARD,MARSHALLING YARD NON-SPECIFIC 960 STREET,OTHER NON-SPECIFIC 961 DIVIDED HIGHWAY,HIGHWAY NON-SPECIFIC 962 PAVED PUBLIC STREET,RESIDENTIAL NON-SPECIFIC 963 PAVED PRIVATE STREET,COMMERCIAL NON-SPECIFIC 965 UNCOVERED PARKING AREA NON-SPECIFIC 981 CONSTRUCTION SITE NON-SPECIFIC 983 PIPELINE,POWER LINE RIGHT OF WAY NON-SPECIFIC 984 INDUSTRIAL PLANT YARD INDUSTRIAL/WAREHOUSE UUU UNDETERMINED NON-SPECIFIC B-4 100521048.1 306-00053701 Page 1546 of 1598 APPENDIX C IMPROVEMENT CODES C-1 100521048.1 306-00053701 Page 1547 of 1598 BUC BUC DESCRIPTION CATEGORY NAME 00 GSG-VACANT/BLDG RAZED NOT USED 0000 CONDO ONLY LAND NOT USED 0010 VACANT TOWNHOUSE NOT USED 0030 VACANT ZERO LOT LINE NOT USED 0100 SFR RESIDENTIAL 0110 TOWNHOUSE-COMM ZONING RESIDENTIAL 0130 ZERO LOT LINE RESIDENTIAL 0150 SFR-C RESIDENTIAL 0200 SFT-MFG RESIDENTIAL 0300 SFR-ZERO LOT LINE RESIDENTIAL 0400 CONDO RESIDENTIAL 0410 TOWNHOUSE RESIDENTIAL 0420 TIMESHARE RESIDENTIAL 0430 ZERO LOT LINE RESIDENTIAL 0440 TWNHS-VILLA RESIDENTIAL 0450 SFR-C RESIDENTIAL 0460 CONDO COMM COMMERCIAL 0460D DOCK CONDOMINIUM NOT USED 0500 EXC-ZERO LOT ASSIGNED BY FIELDWORK 0510 CO-OP RESIDENTIAL 060 EFFICIENCY APT RESIDENTIAL 0600 RENTAL UNIT RESIDENTIAL 0700 EXC TWHSE/VILLA RESIDENTIAL 0800 MOBILE HOME RESIDENTIAL 0900 EXC-RESIDENT RESIDENTIAL 0909 EXC-LUX.RES RESIDENTIAL 1000 CONDO L.RISE RESIDENTIAL 170 DORMITORY INSTITUTIONAL 210 APARTMENTS RESIDENTIAL 220 APARTMENTS LOW RISE RESIDENTIAL 2200 MFR LOW RISE RESIDENTIAL 230 APARTMENTS HIGH RISE RESIDENTIAL 240 APARTMENTS -TO RESIDENTIAL 2500 MFR ROW HOUSE RESIDENTIAL 260 APARTMENTS - SENIOR RESIDENTIAL 2700 DUPLEX RESIDENTIAL 2800 TRIPLEX RESIDENTIAL 2900 QUADRAPLEX RESIDENTIAL 301 SFR CONVERT TO COMM COMMERCIAL 340 COMMERCIAL MIXED ASSIGNED BY FIELDWORK 350 RETAIL SINGLE OCC COMMERCIAL 351 DRUG STORE FREE COMMERCIAL 360 DISCOUNT DEPT S COMMERCIAL 361 MEGA DISCOUNT STORE COMMERCIAL 362 VETERINARY CLIN COMMERCIAL 364 HOME IMPROVEMEN COMMERCIAL C-2 100521048.1 306-00053701 Page 1548 of 1598 BUC BUC DESCRIPTION CATEGORY NAME 365 FURNITURE STORE COMMERCIAL 370 DEPARTMENT STORE COMMERCIAL 371 DOWNTOWN ROW TY COMMERCIAL 374 RETAIL MULTI OCC COMMERCIAL 380 STRIP SHOPPING COMMERCIAL 390 COMM SHOPPING CTR COMMERCIAL 400 REGIONAL SHPMAL COMMERCIAL 410 SUPER REG SHOPM COMMERCIAL 420 SUPERMARKET COMMERCIAL 430 CONVENIENCE FOOD COMMERCIAL 440 HOTEL/MOTEL BUS COMMERCIAL 450 RESORT HOTEL COMMERCIAL 460 HOTEL/MOTEL LO COMMERCIAL 470 HOTEL-HI RISE COMMERCIAL 490 OFFICE BLDG L/R COMMERCIAL 500 OFFICE H-R 5ST COMMERCIAL 520 MEDICAL OFFICE COMMERCIAL 530 HOSPITALS INSTITUTIONAL 540 NURSING HOME NURSING HOMES 550 BAR/TAVERN COMMERCIAL 551 COCKTAIL LOUNGE COMMERCIAL 560 RESTAURANT COMMERCIAL 570 FRANCHISE FOOD COMMERCIAL 580 BOWLING ALLEY COMMERCIAL 582 SKATING RINK COMMERCIAL 583 HEALTH CLUB COMMERCIAL 587 COUNTRY CLUB COMMERCIAL 588 PRIVATE CLUB COMMERCIAL 589 COUNTRY CLUB/W GOLF CRSE COMMERCIAL 590 ARENA COMMERCIAL 591 GYMNASIUM COMMERCIAL 593 DOG/HORSE TRACK COMMERCIAL 600 AUDITORIUM COMMERCIAL 610 CINEMA/THEATER COMMERCIAL 614 RADIO/TV/PIC S COMMERCIAL 620 BANK/MAINOFFIC COMMERCIAL 630 NEIGHBORHOOD BANK COMMERCIAL 640 SERVICE STATION COMMERCIAL 641 SERVICE STATION COMMERCIAL 650 CAR WASH -AUTO COMMERCIAL 651 CAR WASH -MANU COMMERCIAL 652 CAR WASH SERVIC COMMERCIAL 660 AUTO SERVICE GARAGE COMMERCIAL 662 KWIK LUBE COMMERCIAL C-3 100521048.1 306-00053701 Page 1549 of 1598 BUC BUC DESCRIPTION CATEGORY NAME 665 GARAGE STORAGE INDUSTRIAL/WAREHOUSE 670 OFFICE/WAREHOUS ASSIGNED BY FIELDWORK 680 FUNERAL HOME INSTITUTIONAL 690 CLUBHOUSE INSTITUTIONAL 691 SOCIAL/FRATERNAL INSTITUTIONAL 695 GUARDHOUSE COMMERCIAL 700 COLD STORAGE INDUSTRIAL/WAREHOUSE 710 RAILBUS/AIR TE COMMERCIAL 712 TELECOMMUNICATI COMMERCIAL 720 PARKING GARAGE INDUSTRIAL/WAREHOUSE 721 RADIO/TV TRANSM ASSIGNED BY FIELDWORK 730 DAY CARE CENTER COMMERCIAL 750 AUTO DEALER/F-S COMMERCIAL 800 LIGHT MANUFACTURING INDUSTRIAL/WAREHOUSE 810 HEAVY MANUFACTURING INDUSTRIAL/WAREHOUSE 820 WAREHOUSE DISTR INDUSTRIAL/WAREHOUSE 830 MINI WAREHOUSE INDUSTRIAL/WAREHOUSE 840 WAREHOUSE STORAGE INDUSTRIAL/WAREHOUSE 841 WAREHOUSE SINGLE INDUSTRIAL/WAREHOUSE 850 HANGAR COMMERCIAL 860 BARNS NOT USED 861 RESIDENTIAL BARN NOT USED 870 PREFAB WAREHOUSE INDUSTRIAL/WAREHOUSE 880 TECHNICAL MANUF INDUSTRIAL/WAREHOUSE 900 SCHOOL INSTITUTIONAL 901 COLLEGES/UNIV INSTITUTIONAL 910 RELIGIOUS INSTITUTIONAL 912 LIBRARY INSTITUTIONAL 920 EDUCATION/RELIG INSTITUTIONAL 930 GOVERNMENTAL INSTITUTIONAL 950 POLICE/FIRE STN INSTITUTIONAL 960 CORRECTIONAL INSTITUTIONAL 970 CULTURAL FACILITY INSTITUTIONAL MHPK MOBILE HOME PARK RESIDENTIAL C-4 100521048.1 306-00053701 Page 1550 of 1598 APPENDIX D DOR CODES D-1 100521048.1 306-00053701 Page 1551 of 1598 DOR Code DOR Description 0000 VACANT 0010 VACANT TOWNHOUSE 0030 VACANT ZERO LOT LINE 0050 VACANT SFR CONDO 0100 SINGLE FAMILY 0101 SINGLE FAMILY-COMM ZONING 0104 SINGLE FAMILY-IND ZONING 0110 SINGLE FAMILY-COMM ZONING 0130 ZERO LOT LINE 0140 SINGLE FAMILY-IND ZONING 0150 SFR-C 0200 MOBILE HOME 0210 TANGIBLE MOBILE HOME 0300 MULTIFAMILY 0304 MULTIFAMILY CONDO CONVERSION 0305 MULTIFAMILY> 10 UNITS Income Restricted 0400 CONDOMINIUM 0410 TOWNHOUSE/VILLA 0420 TIMESHARE 0430 ZERO LOT LINE 0450 SFR-C 0460 CONDO COMMERCIAL 0469 COMMERCIAL CONDO 0500 MHT COOP 0510 COOPERATIVE 0600 RETIREMENT 0605 RETIREMENT Income Restricted 0620 LIFE CARE HX 0700 MISC RESIDENCE SFR 0800 MULTIFAMILY< 10 UNITS 0801 MULTIFAMILY< 10 UNITS-COMM ZONING 0804 MULTIFAMILY< 10 UNITS-IND ZONING 0810 MULTIFAMILY< 10 UNITS-COMM ZONING 0840 MULTIFAMILY< 10 UNITS-IND ZONING 1000 VACANT COMMERCIAL 1100 STORES 1200 STORE/OFFICE/RESIDENTIAL 1300 DEPARTMENT STORE 1400 SUPERMARKET/DRUG STORE 1500 SHOPPING CENTER REGIONAL 1600 SHOPPING CENTER CMMITY 1700 OFFICE ONE STORY 1800 OFFICE MULTISTORY 1900 PROF OFFICES 2000 AIRPORT/MARINA D-2 100521048.1 306-00053701 Page 1552 of 1598 DOR Code DOR Description 2100 RESTAURANT 2200 RESTAURANT,DRIVE IN 2300 FINANCIAL 2400 INSURANCE 2500 SERVICE SHOPS 2600 SERVICE STATION 2700 AUTO SALES 2800 PKG LT/MH PK 2900 WHOLESALER 3000 FLORIST 3100 DRV-IN THEATER 3200 THTR/AUD/CLBHS 3300 NIGHT CLUBS 3400 BOWLING ALLEY 3500 TOURIST ATTRAC 3600 CAMPS 3700 RACETRACK 3800 GOLF COURSE 3900 MOTEL 4000 VACANT INDUSTRIAL 4100 LIGHT MFG 4200 HEAVY MFG 4300 LUMBER YARD/MILL 4400 PACKING 4500 BOTTLER 4600 FOOD PROCESSING 4700 MIN PROCESSING 4800 WAREN/DIST TERM 4900 OPEN STORAGE 4960 CONDO-NON RESIDENTIAL 4969 COMMERCIAL CONDO 5000 IMPROVED ARGI 5100 CROP SOIL CLASS 1 5200 CROP SOIL CLASS 2 5300 CROP SOIL CLASS 3 5400 TIMBER SI 90+ 5500 TIMBER SI 80-89 5600 TIMBER SI 70-79 5700 TIMBER SI 60-69 5800 TIMBER SI 50-59 5900 TIMBER NOT CLASSED 6000 GRAGSOIL CLASS 1 6100 GRZGSOIL CLASS2 6200 GRZGSOIL CLASS3 6300 GRZGSOIL CLASS4 6400 GRZGSOIL CLASS5 6500 GRZGSOIL CLASS6 D-3 100521048.1 306-00053701 Page 1553 of 1598 DOR Code DOR Description 6600 ORCHARD GROVES 6700 POUL/BEES/FISH 6800 EQUESTRIAN 6900 ORN/MISC AGRI 7000 VACANT INSTIT 7100 RELIGIOUS 7200 PRV SCHL/LOLL 7300 PRV HOSPITAL 7400 NURSING HOME 7500 ORPHNG/NON-PROF 7600 MORT/CEMETERY 7700 CLB/LDG/UN HALL 7800 SANI/REST HOME 7900 CULTURAL 8000 DISTRICTS 8100 MILITARY 8200 FOREST/PK/REC 8205 TRANSFER DEVELOPMENT RIGHTS 8300 PUB CTY SCHOOL 8400 COLLEGE 8500 HOSPITAL 8600 CITY INC NONMUNI 8700 STATE 8800 FEDERAL 8900 MUNICIPAL 9000 LEASEHOLD INT 9100 UTILITY 9200 MING/PETRO/GASLND 9300 SUBSURF RIGHTS 9400 R/W-BUFFER 9500 RIVER/LAKES 9600 SEWG/WASTE LAND 9700 OUTDR REC/PARK LAND 9800 CENTRALLY ASSESSED 9900 NON AG 9999 EXEMPT D-4 100521048.1 306-00053701 Page 1554 of 1598 APPENDIX E ESTIMATED FIRE RESCUE ASSESSMENT RATE SCHEDULE SECTION E1. DETERMINATION OF FIRE RESCUE ASSESSED COSTS. The estimated Fire Rescue Assessed Cost to be assessed for the Fiscal Year commencing October 1, 2022, is $8,307,859.00. SECTION E2. ESTIMATED FIRE RESCUE ASSESSMENTS. (A) The estimated Fire Rescue Assessments to be assessed and apportioned among benefited parcels pursuant to the Cost Apportionment and Parcel Apportionment to generate the estimated Fire Rescue Assessed Cost for the Fiscal Year commencing October 1, 2022, are hereby established as follows for the purpose of this Preliminary Assessment Resolution: Property Use Category Rate Per Dwelling g Unit Residential $120.00 Non-Residential Property Use Categories Rate Per Square Foot Commercial $0.27 Industrial/Warehouse $0.06 Institutional $0.30 Nursing Home $0.30 (B) No Fire Rescue Assessment shall be imposed upon a parcel of Government Property (except as provided in Section 5(Q) of this Preliminary Assessment Resolution) or upon the portion of a Building located on a parcel of Institutional Property whose Building use is wholly exempt from ad valorem taxation under Florida law. (C) Any shortfall in the expected Fire Rescue Assessment proceeds due to any reduction or exemption from payment of the Fire Rescue Assessments required by law or authorized by the City Commission (including without limitation any approved Hardship E-1 100521048.1 306-00053701 Page 1555 of 1598 Waivers or Deferrals or Mobile Home Vacancy Adjustments) shall be supplemented by any legally available funds, or combination of such funds, and shall not be paid for by proceeds or funds derived from the Fire Rescue Assessments. It is the legislative determination of the City Commission that in the event a court of competent jurisdiction determines any exemption or reduction by the City Commission improper or otherwise adversely affects the validity of the Fire Rescue Assessment imposed for this Fiscal Year, the sole and exclusive remedy shall be the imposition of a Fire Rescue Assessment upon each affected Tax Parcel in the amount of the Fire Rescue Assessment that would have been otherwise imposed save and except for such reduction or exemption afforded to such Tax Parcel by the City Commission. E-2 100521048.1 306-00053701 Page 1556 of 1598 APPENDIX F PARCEL APPORTIONMENT METHODOLOGY The Cost Apportionment to each Property Use Category and to Mixed Use Property shall be apportioned among the Tax Parcels within each Property Use Category and to Mixed Use Property Tax Parcels as follows: SECTION F-1 RESIDENTIAL PROPERTY. The Fire Rescue Assessment for each Tax Parcel of Residential Property shall be computed by multiplying the Demand Percentage attributable to the Residential Property Use Category by the Fire Rescue Assessed Costs, dividing such product by the total number of Dwelling Units shown on the Tax Roll within the City for the Residential Property Use Category, and then multiplying such quotient by the number of Dwelling Units located on such Tax Parcel. SECTION F-2. NON-RESIDENTIAL PROPERTY. The Fire Rescue Assessments for each Building of Non-Residential Property (except Nursing Home Property) shall be computed as follows: (A) Respectively, multiply the Fire Rescue Assessed Cost by the Demand Percentage attributable to each of the Non-Residential Property Use Categories. The resulting dollar amounts reflect the portions of the City's fire rescue budget to be respectively funded from Fire Rescue Assessment revenue derived from each of the Non- Residential Property Use Categories. (B) Separate each building in each of the Non-Residential Property Use Categories into the appropriate Non-Residential Property Use Category for that Building. (C) For each Non-Residential Property Use Category, add the Building square F-1 100521048.1 306-00053701 Page 1557 of 1598 footage of all the Buildings in each Non-Residential Property Use Category. All Buildings with a number of square feet exceeding 77,001 will be included in the calculation at 77,001 square feet. This sum reflects an aggregate square footage area for each Non-Residential Property Use Category to be used by the City in the computation of Fire Rescue Assessments. (D) Divide the product of subsection (A) of this Section relative to each of the Non-Residential Property Use Categories by the sum of the square foot allocations for each Non-Residential Property Use Category described in subsection (C) of this Section. The resulting quotient expresses a dollar amount per square foot of improved area ("the square foot rate") to be used in computing Fire Rescue Assessments on each of the respective Non-Residential Property Use Categories. (E) For each of the Non-Residential Property Use Categories, other than Nursing Home Property, multiply the applicable square foot rate calculated under subsection (D) of this Section by the number of square feet, up to 77,001 square feet, for each Building in the Non-Residential Property Use Categories. The resulting product for each Building expresses the amount of Fire Rescue Assessments to be imposed on each Building of Non-Residential Property. SECTION F-3. NURSING HOME PROPERTY. Notwithstanding the procedure in Section F-2 for Non-Residential Property, the Fire Rescue Assessment for each Building of Nursing Home Property shall be computed as follows: (A) For Nursing Home Property, multiply the square foot rate determined in subsection F-2 of this Section for Institutional Property by the number of square feet, up to F-2 100521048.1 306-00053701 Page 1558 of 1598 77,001 square feet, for each Building of Nursing Home Property. Such amount shall be the amount of the Fire Rescue Assessments imposed upon each Building of Nursing Home Property. (B) Multiply the amount directed to be imposed as Fire Rescue Assessments on Nursing Home Property in subsection (A) of this Section by the total square footage of Buildings related to Nursing Home Property as provided in subsection F-2(C). The resulting product represents the aggregate revenue to be derived from Fire Rescue Assessments imposed upon Nursing Home Property. (C) The remaining portion of the City's fire rescue budget otherwise attributable to Nursing Home Property, and not funded through Fire Rescue Assessments imposed upon Nursing Home Property, shall be funded from legally available City revenue other than Fire Rescue Assessment proceeds. SECTION F-4. MIXED USE PROPERTY. The Fire Rescue Assessments for each Tax Parcel classified in two or more Property Use Categories shall be the sum of the Fire Rescue Assessments computed for each Property Use Category. F-3 100521048.1 306-00053701 Page 1559 of 1598 APPENDIX G FORM OF NOTICE TO BE PUBLISHED To Be Published by August 19, 2022 G-1 100521048.1 306-00053701 Page 1560 of 1598 NOTICE OF HEARING TO IMPOSE AND PROVIDE FOR COLLECTION OF FIRE RESCUE SPECIAL ASSESSMENTS Notice is hereby given that the City Commission of the City of Boynton Beach will conduct a public hearing to consider the imposition of annual fire rescue special assessments for the provision of fire rescue services within the municipal boundaries of the City of Boynton Beach. The hearing will be held at 6:00 p.m., on September 8, 2022, in City of Boynton Beach Commission Chambers, 100 East Ocean Avenue, Boynton Beach, Florida, 33435 for the purpose of receiving public comment on the proposed assessments. All affected property owners have a right to appear at the hearing and to file written objections with the City Commission within 20 days of this notice. If a person decides to appeal any decision made by the City Commission with respect to any matter considered at the hearing, such person will need a record of the proceedings and may need to ensure that a verbatim record is made, including the testimony and evidence upon which the appeal is to be made. In accordance with the Americans with Disabilities Act, persons needing a special accommodation or an interpreter to participate in this proceeding should contact the City Clerk's Office at(561) 742-6060, at least three days prior to the date of the hearing. The assessment for each parcel of property will be based upon each parcel's classification and the total number of billing units attributed to that parcel. The proposed fire rescue assessment schedule for Fiscal Year 2022-2023 is as follows: G-2 100521048.1 306-00053701 Page 1561 of 1598 Property Use Category Rate Per Dwelling Unit Residential $120.00 Non-Residential Property Use Categories Rate Per Square Foot Commercial $0.27 Industrial/Warehouse $0.06 Institutional $0.30 Nursing Home $0.30 Copies of the Fire Rescue Assessment Ordinance, the Initial Assessment Resolution, the Preliminary Rate Resolution, and the Preliminary Assessment Roll are available for inspection at the City Clerk's Office in City Hall, located at 100 East Ocean Avenue, Boynton Beach, Florida, 33435 The fire rescue non-ad valorem assessment will be collected on the ad valorem tax bill to be mailed in November 2022. Failure to pay the assessments will cause a tax certificate to be issued against the property, which may result in a loss of title. If you have any questions, please contact the Finance Department at (561) 742-6310, Monday through Friday between 8:00 a.m. and 5:00 p.m. [INSERT MAP OF THE CITY OF BOYNTON BEACH] CITY COMMISSION CITY OF BOYNTON BEACH, FLORIDA G-3 100521048.1 306-00053701 Page 1562 of 1598 APPENDIX H FORM OF NOTICE TO BE MAILED CITY OF BOYNTON BEACH, FLORIDA City of Boynton Beach P.O. Box 310 NOTICE OF HEARING TO IMPOSE AND PROVIDE Boynton Beach, FL 33425-0310 FOR COLLECTION OF FIRE RESCUE NON-AD VALOREM ASSESSMENTS NOTICE DATE: AUGUST 21, 2022 Owner Name Tax Parcel# Address Sequence # City, State Zip Legal Description: ***** NOTICE TO PROPERTY OWNER***** As required by Section 197.3632, Florida Statutes, and City Ordinance No. 08-017 notice is given by the City of Boynton Beach that an annual assessment for fire rescue services using the tax bill collection method, may be levied on your property for the fiscal year October 1, 2022-September 30, 2023. The City has levied a fire rescue special assessment since 2001 pursuant to Ordinance No. 01-34, as amended, which Ordinance sunset on September 30, 2008. The City then adopted Ordinance No. 08-017 to provide for reenactment of the fire rescue special assessment within the City commencing with the 2008-2009 fiscal year. The purpose of this assessment is to fund fire rescue services benefiting improved property located within the City of Boynton Beach. The total annual fire rescue assessment revenue to be collected within the City of Boynton Beach is estimated to be $8,307,859.00. The annual fire rescue assessment is based on the classification of each parcel of property and number of billing units contained therein. Category Type and Number Fiscal Year 20-21 Billing Units Assessment [Category] [Parcel U n its][U n itDesc] [Charge] [Category] [Parcel U n its][U n itDesc] [Charge] [Category] [Parcel U n its][U n itDesc] [Charge] [Category] [Parcel U n its][U n itDesc] [Charge] [Category] [Parcel U n its][U n itDesc] [Charge] [Category] [Parcel U n its][U n itDesc] [Charge] [Category] [Parcel U n its][U n itDesc] [Charge] Total Assessment $[SUmofBld...] The maximum annual fire rescue services assessment for the above parcel for Fiscal Year 2022-23 and future fiscal years is$ A public hearing will be held at 6:00 p.m. on September 8, 2022, in City of Boynton Beach Commission Chambers, 100 East Ocean Avenue, Boynton Beach, Florida, 33435 for the purpose of receiving public comment on the proposed assessments. You and all other affected property owners have a right to appear at the hearing and to file written objections with the City Commission within 20 days of this notice. If you decide to appeal any decision made by the City Commission with respect to any matter considered at the hearing, you will need a record of the proceedings and may need to ensure that a verbatim record is made, including the testimony and evidence upon which the appeal is to be made. In accordance with the Americans with Disabilities Act, persons needing a special accommodation or an interpreter to participate in this proceeding should contact the City Clerk's office at(561)742-6060, at least three days prior to the date of the hearing. 100521048.1 306-00053701 Page 1563 of 1598 Unless proper steps are initiated in a court of competent jurisdiction to secure relief within 20 days from the date of City Commission action at the above hearing (including the method of apportionment, the rate of assessment and the imposition of assessments), such action shall be the final adjudication of the issues presented. Copies of the Fire Rescue Assessment Ordinance, the Initial Assessment Resolution, the Preliminary Rate Resolution, and the preliminary assessment roll are available for inspection at the City Clerk's office in City Hall, located at 100 East Ocean Avenue, Boynton Beach, Florida. 33435 Pursuant to Chapter 92-264, Laws of Florida, as amended by Chapter 2003-348, Laws of Florida, a special act relating to the County, notice of the fire rescue assessment imposed by the City shall also be included by the Property Appraiser as part of the notice of proposed property taxes under Section 200.069, Florida Statutes, the truth-in-millage notification. Both the fire rescue non-ad valorem assessment amount shown on this notice and the ad valorem taxes for the above parcel will be collected on the ad valorem tax bill mailed in November. Failure to pay the assessments will cause a tax certificate to be issued against the property which may result in a loss of title. If there is a mistake on this notice, it will be corrected. If you have any questions regarding your fire rescue service assessment, please contact the Finance Department at (561) 742-6310, Monday through Friday between 8:00 a.m. and 5:00 p.m. THIS IS NOTA BILL***** 100521048.1 306-00053701 Page 1564 of 1598 11.C. New Business 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Proposed Resolution No. R22-098-Adopt a Preliminary Canal Maintenance Assessment Rate for FY 2022-23. Pursuant to the provisions of Ordinance No. 21-011, Sections 166.021 and 166.041, Florida Statutes, and other applicable provisions of law. Explanation of Request: The Preliminary Assessment Resolution as defined in the Ordinance 21-011 which initiates the process for developing the Canal Maintenance Services Special Assessment Roll and directs the imposition of a Canal Maintenance Services Special Assessment as described hereinafter, for the Fiscal Year beginning October 1, 2022. The proposed canal special assessment will be levied on a limited number of waterfront properties that will receive special benefits from the canal aquatic management services to be provided by the City and funded by the special assessment. See Lake Shore Haven & Lake Eden attached map. The estimated Canal Maintenance Services Special Assessments to be assessed and apportioned among benefitted parcels pursuant to the Cost Apportionment Methodology to generate the estimated Canal Maintenance Services Assessed Cost for the Fiscal Year commencing October 1, 2022 is determined by waterfront linear feet maintained and administrative cost per property. 1. Lake Shore Haven Canal: $0.50 per linear foot, plus$20.66 per Property 2. Lake Eden Four Canals: $0.50 per linear foot, plus$20.66 per Property The rate schedule for each canal for aquatic maintenance services assessed are: 1. Lake Shore Haven Canal is$2,762.90. 2. Lake Eden Four Canals: is$4,443.10. The estimated Canal Maintenance Special Assessment to be assessed for the Fiscal Year commencing October 1, 2022, is $ 7,206.00 Number of Properties Total Delinquent Site Assessed Assessment 20-21 Lake Shore Haven 37 $2,762.90 $215.50 Lake Eden Four 63 $4,443.10 $820.90 Total 100 $7,206.00 $1,036.40 How will this affect city programs or services? The proposed assessment will allow for continuation of operations and services and maintenance of current infrastructure for "Assessed Property" which means all property along the Lake Shore Haven Canal and the Lake Eden Four Canals that receive Canal Maintenance Services provided by the City. The special assessment addresses algae and aquatic weed overgrowth issues resulting in an improved level of Page 1565 of 1598 service to the neighborhoods to reduce waterway clogging with vegetation and decaying algae and provide improved storm water drainage and vessel movement. Fiscal Impact: Funds are approved in the Utilities Operations budget. Alternatives: If the Resolution is not adopted then either the canal maintenance work will not be done or will need to be funded differently. Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Type Description D Addendum Preliminary Resolution approving the Canal Assessment Rate for 2022®2023 D Addendum Lake Eden Four Canals D Addendum Lake Shore Haven Canal D Addendum Lake Shore Haven and Lake Eden Map Page 1566 of 1598 I RESOLUTION R22-098 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 4 RELATING TO THE PROVISION OF CANAL MAINTENANCE 5 SERVICES IN THE CITY OF BOYNTON BEACH, FLORIDA; 6 PROVIDING FOR PURPOSE AND DEFINITIONS; PROVIDING FOR 7 LEGISLATIVE DETERMINATIONS; ESTABLISHING THE ESTIMATED 8 RATE FOR THE CANAL MAINTENANCE SERVICES SPECIAL 9 ASSESSMENTS FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 10 2022; DIRECTING THE PREPARATION OF A CANAL MAINTENANCE 11 SERVICES SPECIAL ASSESSMENT ROLL; AUTHORIZING A PUBLIC 12 HEARING AND DIRECTING THE PROVISION OF NOTICE THEREOF; 13 AND PROVIDING AN EFFECTIVE DATE. 14 15 WHEREAS, City of Boynton Beach Ordinance No. 21-011, adopted on April 20, 2021, 16 provides for the home rule authority of the City to impose Canal Maintenance Services Special 17 Assessments against property located within the City that receive Canal Maintenance Services 18 from the City, and provides findings of special benefit to real property as a result of such services; 19 and, 20 21 WHEREAS,the City believes it is in the best interests of the property owners of properties 22 receiving Canal Maintenance Services provided by the City to collect funds for the costs of such 23 services through the levy and collection of a special assessment, as such will permit the payment 24 for the services and ensure that all properties that receive Canal Maintenance Services from the 25 City pay for such; and, 26 27 WHEREAS, Canal Maintenance Services provided by the City as defined hereinafter 28 provide the requisite special benefit to Assessed Property such that they may be funded through a 29 special assessment; and, 30 31 WHEREAS, City Administration has reviewed the budget for Canal Maintenance 32 Services to ensure that the Canal Maintenance Services Special Assessment meets the legal 33 requirements for special benefit and fair apportionment; and, 34 35 WHEREAS, the City Commission determines that it is fair and equitable to levy and 36 collect a non-ad valorem special assessment to fund the Canal Maintenance Services provided by 37 the City through its Contract, consistent with the methodology and allocation as provided 38 hereinafter. 39 40 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE 41 CITY OF BOYNTON BEACH, FLORIDA: 42 {00520968.1 306-9905552} Page 1567 of 1598 43 SECTION 1. RECITALS. The foregoing "WHEREAS" clauses are hereby ratified and 44 confirmed by the City Commission and incorporated herein by this reference. 45 SECTION 2. AUTHORITY. This Resolution is adopted pursuant to the provisions of 46 Ordinance No. 21-011, Sections 166.021 and 166.041, Florida Statutes, and other applicable 47 provisions of law. 48 SECTION 3. PURPOSE. This Resolution constitutes the Preliminary Assessment 49 Resolution as defined in the Ordinance 21-011 which initiates the process for developing the Canal 50 Maintenance Services Special Assessment Roll and directs the imposition of a Canal Maintenance 51 Services Special Assessment as described hereinafter, for the Fiscal Year beginning October 1, 52 2022. Its purpose is to provide procedures and standards for the levy and collection of a Canal 53 Maintenance Services Special Assessment for all Assessed Properties that receive Canal 54 Maintenance Services under the general home rule powers of a municipality to impose special 55 assessments, and to authorize a procedure for the funding of Canal Maintenance Services 56 providing special benefits to Assessed Properties within the City. 57 SECTION 4. DEFINITIONS. All capitalized words and terms not otherwise 58 defined herein shall have the meanings set forth in Ordinance 21-011. Unless the context indicates 59 otherwise, words imparting the singular number, include the plural number, and vice versa. As 60 used in this Resolution, the following terms shall have the following meanings unless the context 61 hereof otherwise requires: 62 "Assessed Property" means all property along the Lake Shore Haven Canal and the Lake 63 Eden Four Canals that receive Canal Maintenance Services provided by the City, as described in 64 Appendix "A". 100520968.1306-99055521 Page 2 of 10 Page 1568 of 1598 65 "Assessment Coordinator" means the person designated by the City to administer the 66 City's Canal Maintenance Services, or such person's designee. 67 "Cost Apportionment" means the apportionment of the Canal Maintenance Services 68 Assessed Cost among all Assessed Properties that receive Canal Maintenance Services pursuant 69 to the apportionment methodology described in Section 8 of this Preliminary Assessment 70 Resolution. 71 "Estimated Canal Maintenance Services Special Assessment Rate Schedule" means 72 that rate schedule attached hereto as Appendix "B" and hereby incorporated herein by reference, 73 specifying the Canal Maintenance Services Assessed Costs determined in Section 9 of this 74 Preliminary Assessment Resolution and the estimated Canal Maintenance Services Special 75 Assessment Rates established in Section 9 of this Preliminary Assessment Resolution. 76 "Ordinance"means the Canal Maintenance Special Assessment Ordinance,Ordinance 21- 77 011, codified as Chapter 23, Article VI of the City's Code of Ordinances, as amended from time 78 to time. 79 "Property" means those Tax Parcels receive Canal Maintenance Services by the City. 80 "Tax Parcel" means a parcel of property located within the City to which the Property 81 Appraiser has assigned a distinct ad valorem property tax identification number. 82 SECTION 5. PROVISION AND FUNDING OF CANAL MAINTENANCE 83 SERVICES. 84 (A) Upon the imposition of the Canal Maintenance Services Special Assessment for Canal 85 Maintenance Services upon Assessed Property, the City shall provide Canal 86 Maintenance Services to such Assessed Property. Canal Maintenance Services means 87 services provided by the City, such as de-weeding and similar actions such as aquatic {00520968.1306-9905552} Page 3 of 10 Page 1569 of 1598 88 weed eradication through safe herbicide spraying, but not dredging, to prevent the 89 canals from becoming clogged with vegetation, allow for vessel movement, eliminate 90 obstruction to the free-flow of storm water runoff, and reduce health and safety risks 91 associated with the proliferation of unwanted invasive aquatic vegetation. The cost to 92 provide such Canal Maintenance Services to Assessed Properties, as described herein, 93 shall be funded from the proceeds of the Canal Maintenance Services Special 94 Assessment. 95 (B) It is hereby ascertained,determined, and declared that each parcel of Assessed Property 96 will be benefited by the City's provision of Canal Maintenance Services in an amount 97 not less than the Canal Maintenance Services Special Assessment imposed against 98 such parcel, computed in the manner set forth in this Preliminary Assessment 99 Resolution. The legislative findings of special benefit in the Ordinance are 100 incorporated herein. 101 SECTION 6. IMPOSITION AND COMPUTATION OF CANAL MAINTENANCE 102 SERVICES SPECIAL ASSESSMENTS. Canal Maintenance Services Special Assessments 103 shall be imposed against all Assessed Properties that receive Canal Maintenance Services,as provided 104 herein. The Cost Apportionment described herein is approved and adopted as the methodology to 105 impose and compute the Canal Maintenance Services Special Assessment. 106 SECTION 7. LEGISLATIVE DETERMINATIONS OF AUTHORITY, SPECIAL 107 BENEFIT AND FAIR APPORTIONMENT. The City Commission incorporates and adopts the 108 legislative findings relating to special benefit within the Ordinance, and makes the following 109 legislative findings as to fair apportionment. 100520968.1306-99055521 Page 4 of 10 Page 1570 of 1598 110 7.1 The Canal Maintenance Services Special Assessments to be imposed pursuant to 111 this Resolution shall constitute non-ad valorem assessments within the meaning and intent of the 112 Uniform Assessment Collection Act. 113 7.2 The lineal frontage of real property along a canal receiving Canal Maintenance 114 Services correlates with the benefit received by a Property, as the Canal Maintenance Services 115 eradicates weeds and other growths in the canal, with the more lineal feet of a Property meaning 116 more volume of eradicated weeds and other growths, more area for improved vessel movement, 117 and better storm water runoff from the Property. The potential demand for Canal Maintenance 118 Services is driven by the property being adjacent to a canal receiving Canal Maintenance Services, 119 and the length of its lineal frontage along the canal. Thus, it is fair and reasonable to apportion the 120 costs of Canal Maintenance Services on a per lineal foot basis, corresponding with the canal 121 receiving Canal Maintenance Services. 122 7.3 Apportioning the costs of Canal Maintenance Services attributable to Assessed Properties 123 on a per lineal foot basis is required to avoid cost inefficiency and unnecessary administration, and is 124 a fair and reasonable method. 125 7.4 In addition to the costs of the Canal Maintenance Services, there are administrative 126 costs associated with levying the assessment, such as costs of published notice, mailed notice, and 127 invoicing and collecting the Canal Maintenance Services Special Assessment. These costs do not 128 correlate to a per lineal basis,as the costs are the same per Property regardless of the per lineal footage 129 on such Property. As a result, the administrative costs are apportioned on a per Property basis,with 130 each Property subject to the special assessment being charged the same amount. 131 SECTION 8. COST APPORTIONMENT METHODOLOGY. The Canal 132 Maintenance Services Assessed Costs are being collected for Canal Maintenance Services for two 100520968.1306-99055521 Page 5 of 10 Page 1571 of 1598 133 service areas in the City: (1) Lake Shore Haven Canal; and, (2) Lake Eden Four Canals, both as 134 described in Appendix "A". The portion of the Canal Maintenance Assessed Costs for Canal 135 Maintenance Services is calculated for each of the two service areas separately. The Canal 136 Maintenance Assessed Costs for each of the service areas includes the costs associated with the 137 Canal Maintenance Services for such service area. The portion of the Assessment Amount for 138 Canal Maintenance Services is then calculated by taking the portion of the Assessed Costs for 139 Canal Maintenance Services within that service area, and dividing it by the total lineal footage of 140 Assessed Properties along the canals within a service area receiving Canal Maintenance Services, 141 to yield a per lineal foot rate for the service area. The lineal footage of a Property in a service area 142 is then multiplied by the lineal foot rate applicable to that same service area, to result in Assessed 143 Costs for Canal Maintenance Services applicable to the Property. The total Administrative Costs 144 for the Canal Maintenance Services Special Assessment is calculated,then divided by the number 145 of Properties subject to the Canal Maintenance Services Special Assessment, with each being 146 charged the same amount for the administrative costs. The Assessment Amount per Property is 147 the sum of the per lineal charge for Canal Maintenance Services for such Property calculated as 148 described herein and the administrative costs allocated on a per Property basis. 149 SECTION 9. DETERMINATION OF CANAL MAINTENANCE COLLECTION 150 ASSESSED COSTS; ESTABLISHMENT OF ANNUAL CANAL MAINTENANCE 151 COLLECTION ASSESSMENT RATES. 152 (A)The Canal Maintenance Collection Service Assessed Costs to be assessed and apportioned 153 among Assessed Properties pursuant to the Cost Apportionment for the Fiscal Year commencing 154 October 1,2022,is the amount determined in the manner described in Section 8 above. The Estimated 155 Canal Maintenance Services Special Assessment Rate Schedule is attached hereto as Appendix B. 100520968.1306-99055521 Page 6 of 10 Page 1572 of 1598 156 The approval of the Estimated Canal Maintenance Services Special Assessment Rate Schedule by the 157 adoption of this Preliminary Assessment Resolution determines the amount of the Canal Maintenance 158 Services Assessed Costs. 159 (B) The estimated Canal Maintenance Services Special Assessments specified in the 160 Estimated Canal Maintenance Services Special Assessment Rate Schedule are hereby established to 161 fund the Canal Maintenance Services Assessed Costs determined to be assessed in the Fiscal Year 162 commencing October 1, 2022. 163 (C) The estimated Canal Maintenance Services Special Assessments established in this 164 Preliminary Assessment Resolution shall be the estimated assessment rates applied by the Assessment 165 Coordinator in the preparation of the updated Canal Maintenance Services Special Assessment Roll 166 for the Fiscal Year commencing October 1, 2022, as provided in Section 10 of this Preliminary 167 Assessment Resolution. 168 SECTION 10. ANNUAL CANAL MAINTENANCE SERVICES SPECIAL 169 ASSESSMENT ROLL. 170 (A) The Assessment Coordinator is hereby directed to prepare, or cause to be prepared, a 171 Canal Maintenance Services Special Assessment Roll for the Fiscal Year commencing October 1, 172 2022, in the manner provided in this Preliminary Assessment Resolution. The Assessment 173 Coordinator shall apportion the estimated Canal Maintenance Collection Service Assessed Cost to be 174 recovered through Canal Maintenance Services Special Assessments in the manner set forth in this 175 Preliminary Assessment Resolution. A copy of this Preliminary Assessment Resolution, the 176 Ordinance, and the Canal Maintenance Services Special Assessment Roll shall be maintained on file 177 in the office of the City Clerk and open to public inspection. The foregoing shall not be construed to 178 require that the Canal Maintenance Services Special Assessment Roll proposed for the Fiscal Year 100520968.1306-99055521 Page 7 of 10 Page 1573 of 1598 179 commencing October 1, 2022 be in printed form if the amount of the Canal Maintenance Services 180 Special Assessment for each parcel of property can be determined by the use of a computer terminal 181 available to the public. 182 (B) It is hereby ascertained, determined, and declared that the method of determining the 183 Canal Maintenance Services Special Assessments for the City's Canal Maintenance Services as set 184 forth in this Preliminary Assessment Resolution is a fair and reasonable method of apportioning the 185 Canal Maintenance Services Assessed Cost among parcels of Assessed Property located within the 186 City, as the methodology and apportionment assures that no property is assessed an amount greater 187 than the benefit which it receives from the Canal Maintenance Services provided by the City through 188 its Contract. 189 SECTION 11. AUTHORIZATION OF PUBLIC HEARING. There is hereby 190 established a public hearing to be held at 6:00 p.m., on September 8, 2022, in City of Boynton 191 Beach Commission Chambers, 100 East Ocean Avenue, Boynton Beach, Florida, 33435, at which 192 time the City Commission will receive and consider any comments on the Canal Maintenance 193 Services Special Assessment from the public and affected property owners and consider imposing 194 the Canal Maintenance Services Special Assessment and collecting such assessments on the same 195 bill as ad valorem taxes. 196 SECTION 12. NOTICE BY PUBLICATION. The Assessment Coordinator shall 197 publish notice of the public hearing authorized by Section 11 hereof, in the manner and time 198 provided within the Ordinance. The notice shall be published no later than August 19, 2022, in 199 substantially the form attached hereto as Appendix C. 100520968.1306-99055521 Page 8 of 10 Page 1574 of 1598 200 SECTION 13. NOTICE BY MAIL. The Assessment Coordinator shall also ensure timely 201 notice by mail, in the manner and time provided within the Ordinance. The notice shall be mailed 202 no later than August 19, 2022, in substantially the form attached hereto as Appendix D. 203 SECTION 14. PROOF OF NOTICE. The Assessment Coordinator may provide proof 204 of such notice by affidavit, if any is required pursuant to the Ordinance or Resolution. 205 SECTION 15. COLLECTION. Pursuant to the authority of Section 23-75 of 206 the Ordinance, the City Commission authorizes the collection of the Canal Maintenance Special 207 for the 2022-2023 Fiscal Year through mailed invoices sent to the owners of real property on which 208 the Canal Maintenance Special Assessment is levied. 209 SECTION 16. APPLICATION OF ASSESSMENT PROCEEDS. Proceeds derived by 210 the City from the Canal Maintenance Services Special Assessments will be utilized for the 211 provision of Canal Maintenance Services, facilities, and programs by the City, through its 212 Contract, as described herein. 213 SECTION 17. CONFLICT. All resolutions or parts of resolutions in conflict herewith 214 are hereby repealed to the extent of such conflict. 215 SECTION 18. SEVERABILITY. If any clause, section, other part or application of this 216 Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part 217 or application, it shall not affect the validity of the remaining portions or applications of this 218 Resolution. 219 220 100520968.1306-99055521 Page 9 of 10 Page 1575 of 1598 221 SECTION 19. EFFECTIVE DATE. This Preliminary Assessment Resolution shall take 222 effect immediately upon its passage and adoption. 223 PASSED AND ADOPTED this day of July, 2022. 224 CITY OF BOYNTON BEACH, FLORIDA 225 YES NO 226 227 Mayor—Ty Penserga 228 229 Vice Mayor—Angela Cruz 230 231 Commissioner—Woodrow L. Hay 232 233 Commissioner—Thomas Turkin 234 235 Commissioner—Aimee Kelley 236 237 VOTE 238 ATTEST: 239 240 241 Maylee De Jesus, MMC 242 City Clerk 243 244 245 (Corporate Seal) 246 247 248 100520968.1306-99055521 Page 10 of 10 Page 1576 of 1598 APPENDIX A ASSESSED PROPERTY LAKE SHORE HAVEN CANAL LAKE EDEN FOUR CANALS {00520968.1 306-9905552} Page 1577 of 1598 4 `, .. Whispering me r— u��'r {i f - N r r ,,, ' 4 , , {'•" , 4' �rt� 3� �� ku ry ffiF 1F t i1t E YY 4o ry Y H Fx�+.4� "1S ' 34 p8 � {{r 1r t !l Yr{•` � i s d� � � � �� "o � � o `; SW 33rd PIr = nw, Wi co ,r O 3$lZ "; 4th Cts "SW 34th "Ave � 3 , Vie} ��r4�} �� r0�.'•� X18 � 9�`��1' � � � �� t � � � 9*rn �i �"p, �36. �S 1" 'tQ $ OD 35th"A ma Tv �f1GT1 4, Lake Shore Haven S a ( ` NNW 25th St TM2; a LEGEND �t A AQUATIC MAINTENANCE AREA JC AREAS SUBJECT TO THE ASSESSMENT rY` t 1 r r _r 1r1u}1 , PARCEL& STREET NUMBER � 3 d h �,� � �( �� Map Created�By Gre Owens s, , IUtility Private Canal I � Maintenance L Lake Sham Haven Canal No. PCN Property Owner Address 1 08434605070020010 Vismor Dan Charlaes &Jacqueline Ruth 3724 DIANE DR 2 08434605070020020 Digregorio John J Jr& Rosenberg Stephen G 3718 DIANE DR 3 08434605070020030 Bolt Charles M 3712 DIANE DR 4 08434605070020040 Raia Angela N. 3708 DIANE DR 5 08434605070020050 Gomez Fernando &Judith 3704 DIANE DR 6 08434605070020060 Mackey Frederick H & Nancy S 3624 DIANE DR 7 08434605070020070 Hager Anita B &James H 3618 DIANE DR 8 08434605070020080 Smith Bryant & Hirsch Jorge &Veronica 3612 DIANE DR 9 08434605070020090 Whetstone Harold O & Laurie L 3608 DIANE DR 10 08434605070020100 Foelster Michael S & Lopera Jessica 3604 DIANE DR 11 08434605070020110 Shortley Elizabeth F &William F III 3524 DIANE DR 12 08434605070020120 Hirsch Jorge E & Edit A 3518 DIANE DR 13 08434605070020130 Condry Helen 3512 DIANE DR 14 08434605070020140 Barbalaco Annunziata &Giuseppe & 3508 DIANE DR 15 08434605070020150 Fishman Gary L& Linda R, Gary L Fisherman ET AL Titl 3504 DIANE DR Hldrs 16 08434605070020160 Seversen Shannen M 3424 DIANE DR 17 08434605070020170 Puder Max Brandon 3418 DIANE DR 18 08434605070020180 Herrero Carlos E &Sarah B 3412 DIANE DR 19 08434605070020190 Blais Stefanie 3408 DIANE DR 20 08434605070020200 Green Adam, Green Carole &Green Richard 3402 DIANE DR 21 08434605040030010 Lago Bridget &Christopher& 3405 S LAKE DR 22 08434605040030020 Sussman Bryan S&Tracy L 3415 S LAKE DR 23 08434605040030030 Cunningham Linda A 3425 S LAKE DR 24 08434605040030040 De Fabrique Janick &Jean P 3505 S LAKE DR 25 08434605040030050 Ackerman Christopher &Cristina 3515 S LAKE DR 26 08434605040030060 Henry Kerry Nicola &Stephen Wayne 3525 S LAKE DR 27 08434605040030070 Dunnavan Charles C 3535 S LAKE DR 28 08434605040030080 Petronelli Danna T 3545 S LAKE DR 29 08434605040030090 James Ciara C & Kevin K & 3555 S LAKE DR 30 08434605040030100 Chinn Stacey R &Grant Michael L 3565 S LAKE DR 31 08434605040030110 Hendrickson Joyce 3605 S LAKE DR 32 08434605040030120 Beidleman Mark 3615 S LAKE DR 33 08434605040030130 Philosophos Jason A& Kandace K 3625 S LAKE DR 34 08434605040030140 Marlo Lesley 3705 S LAKE DR 35 08434605040030150 Main Baillie Greg & Maria C 3715 S LAKE DR 36 08434605040030160 White Joplin Myrna 3725 S LAKE DR 37 08434605040030170 Peterson Cammie D & Eric D 3735 S LAKE DR Page 1579 of 1598 Utility Department CITY OF BOYNTON BEACH r Private Canal a Aquatici to e Lake Eden Four Canals No. PCN Property Owner Address Canal north of 33rd Place 1 08434605010100010 Hutton Jerry R 936 Mission Hill RD 2 08434605010100020 Hogan Brian&Compton Angela M 930 Mission Hill RD 3 08434605010100030 Delray Investment Group LLC 922 Mission Hill RD 4 08434605010100040 Buehman Joan 916 Mission Hill RD 5 08434605010100050 Mission Hill LLC 910 Mission Hill RD 6 08434605010100060 Hoofnagle Brian 902 Mission Hill RD 7 08434605010100070 Kinsloe Kevin T 820 Mission Hill RD 8 08434605010100080 Yonke Wayne C 814 Mission Hill RD 9 08434605010100090 Gallagher Lee A 808 Mission Hill RD 10 08434605010100100 Kaye Brett 720 Mission Hill RD 11 08434605010100110 Riboli Fernando 712 Mission Hill RD 12 08434605060000012 Garolsky Jessica&Greenberg Yaad 701 SW 33RD PL 13 08434605060000022 Mileto Edward Jr&Aitchison Sarah G 751 SW 33RD PL 14 08434605060000032 Dunn Richard S& Dunn Irene H 801 SW 33RD PL 15 08434605060000041 Hendricks James P& Hendricks Michelle M 821 SW 33RD PL 16 08434605060000051 Gerleman Axel&Gerleman Gustaf 831 SW 33RD PL 17 08434605060000060 Cook David W&Cook Renee 901 SW 33RD PL 18 08434605060000070 Wilsher William F&Wilsher Kathy H 921 SW 33RD PL 19 08434605060000080 Borlie Ruth H 931 SW 33RD PL 20 08434605060000092 Sikorcin Ramona A, Ramona A Sikorcin Tr Titl Hldr,Sikorcin 941 SW 33RD PL Ramona A Tr Canal north of 34th Ave. 21 08434605060000100 Cralle Raymond & Marta 942 SW 33RD PL 22 08434605060000110 Goldman Caitlin M 932 SW 33RD PL 23 08434605060000120 Bernstein Verne Est Trust&Bernstein Richard S Tr 922 SW 33RD PL 24 08434605060000130 Finn John F, Finn Kimberly M & Finn Michael A 902 SW 33RD PL Grasso Julie L Grasso Michael B&Grasso Julie LTr Grasso 25 08434605060000140 832 SW 33RD PL Michael B Tr Michael B Grasso Et Al Tr Titl Hldrs 26 08434605060000150 Rosenthal Andrew&Stewart Meghan 822 SW 33RD PL 27 08434605060000160 Yarbrough Dennis 802 SW 33RD PL 28 08434605060000170 Martin Cory& Martin Erin 752 SW 33RD PL 29 08434605060000180 702SW33 Boynton LLC. 702 SW 33RD PL Page 1580 of 1598 30 08434605060000190 Piercey Lynn A 701 SW 34TH AVE 31 08434605060000200 Holdren Carol A Carol A Holdren Tr Titl Hldr Holdren Carol A Tr 751 SW 34TH AVE 32 08434605060000210 Riboli Fernando P 801 SW 34TH AVE 33 08434605060000220 Luckman Eric H & Luckman Joanne K 821 SW 34TH AVE 34 08434605060000230 Rezakhani Saleh 831 SW 34TH AVE 35 08434605060000240 Rynd Alan S 901 SW 34TH AVE 36 08434605060000250 Catronio Brock&Catronio Ashley S 921 SW 34TH AVE 37 108434605060000260 jAronson Michael J 1 931 SW 34TH AVE Canal north of 35th Ave. 38 08434605060000270 Willens Mark A&Willens Wendy R 932 SW 34TH AVE 39 08434605060000280 Steffes John&Steffes Marie 922 SW 34TH AVE 40 08434605060000290 Mickelsen Robert& Mickelsen Pauline 902 SW 34TH AVE 41 08434605060000300 Goldman Isaiah 832 SW 34TH AVE 42 08434605060000310 Jeffrey&Carolyn Arscott Trust 822 SW 34TH AVE 43 08434605060000320 Kerl Douglas S& Kerl Kristen T 802 SW 34TH AVE 44 08434605060000330 Marshall Jayna& Marshall Robert 752 SW 34TH AVE 45 08434605060000340 Steiger Ted & Markee April 702 SW 34TH AVE 46 08434605060000350 Daly Brandon A&Jessica Lee 701 SW 35TH AVE 47 08434605060000360 Lowe Benno P Ii 751 SW 35TH AVE 48 08434605060000370 Bernet Price M 801 SW 35TH AVE 49 08434605060000380 Darsch Joseph F& Darsch Diane B 821 SW 35TH AVE 50 08434605060000390 Slade Kenneth A&Slade Deborah A 831 SW 35TH AVE 51 08434605060000400 Kostantinidis Jessica H & Kostantinidis Andrew A 901 SW 35TH AVE 52 108434605060000410 1 Flack Charles E& Flack Allison Sue 921 SW 35TH AVE Canal north of 36th Ave. 53 08434605060000420 Dunton Bradley & Dunton Lynne V 922 SW 35TH AVE 54 08434605060000430 Urquhart A Bruce& Urquhart Sabine S 902 SW 35TH AVE 55 08434605060000440 ADF Invesments LLC 832 SW 35TH AVE 56 08434605060000450 Sachel Marilyn Marilyn Sachel Tr Titl Hldr Sachel Marilyn Tr 822 SW 35TH AVE 57 08434605060000460 Sadler William TJr&Sadler Debinique T 802 SW 35TH AVE 58 08434605060000470 Broring Eduardo 752 SW 35TH AVE 59 08434605060000480 Korpeck Chad & Korpeck Jaclyn 702 SW 35TH AVE 60 08434605060000490 Baraldi Luis F& Baraldi Alina 701 SW 36TH AVE 61 08434605060000500 Pollich Gary& Pollich Maryann 751 SW 36TH AVE 62 08434605060000510 Cesarone Donald &Cesarone Lauren 801 SW 36TH AVE Warren Joann Warren Mark G & Mark Warren Tr Titl Hldr 63 08434605060000520 821 SW 36TH AVE Warren Mark G Tr Mckenna Patricia A Mckenna Patricia A Tr Patricia Mckenna Tr 64 08434605060000530 Titl Hldr 831 SW 36TH AVE 65 08434605060000540 Cook Ross L&Cook Susan T 901 SW 36TH AVE 66 08434605060000550 Brand Jeffrey S& Brand Jennifer L Brand Jeffrey S Tr Brand 921 SW 36TH AVE Jennifer L Tr Jeffrey S Brand Et Al Tr Titl Hldrs Page 1581 of 1598 APPENDIX B ESTIMATED CANAL MAINTENANCE SERVICES ASSESSMENT RATE SCHEDULE SECTION A-1 DETERMINATION OF CANAL MAINTENANCE SERVICES ASSESSED COSTS. 1. Lake Shore Haven Canal: The estimated Canal Maintenance Services Assessed Costs for the Lake Shore Haven Canal, including Canal Maintenance Services and administrative costs allocated to the Properties in the service area,to be assessed for the Fiscal Year commencing October 1, 2022, is$2,762.90. 2. Lake Eden Four Canals: The estimated Canal Maintenance Services Assessed Costs for the Lake Eden Four Canals, including Canal Maintenance Services and administrative costs allocated to the Properties in the service area, to be assessed for the Fiscal Year commencing October 1, 2022, is $4,443.10. SECTION A-2 ESTIMATED CANAL MAINTENANCE SERVICES ASSESSMENTS. The estimated Canal Maintenance Services Special Assessments to be assessed and apportioned among benefitted parcels pursuant to the Cost Apportionment Methodology to generate the estimated Canal Maintenance Services Assessed Cost for the Fiscal Year commencing October 1, 2022, are hereby established as follows for the purpose of this Preliminary Assessment Resolution: 1. Lake Shore Haven Canal: $0.50 per lineal foot, plus$20.66 per Property 2. Lake Eden Four Canals: $0.50 per lineal foot, plus$20.66 per Property 100520968.1 306-99055521 Page 1 582 of 1 598 APPENDIX C FORM OF NOTICE TO BE PUBLISHED To be published no later than August 19, 2022 INSERT MAP OF LAKE SHORE HAVEN AND LAKE EDEN FOUR CANALS AREA NOTICE OF HEARING TO IMPOSE AND PROVIDE FOR COLLECTION OF CANAL MAINTENANCE SERVICES SPECIAL ASSESSMENTS Notice is hereby given that the City Commission of the City of Boynton Beach will conduct a public hearing to consider imposing Canal Maintenance Services Special Assessments upon properties that receive Canal Maintenance Services along the Lake Shore Haven Canal and the Lake Eden Four Canals,for the provision by the City of Canal Maintenance Services to such properties within the City of Boynton Beach. The hearing will be held at 6:00 p.m.,on September 8, 2022, in City of Boynton Beach Commission Chambers, 100 East Ocean Avenue, City of Boynton Beach, Florida, 33435 for the purpose of receiving public comment on the proposed assessments. All affected property owners have a right to appear at the hearing and to file written objections with the City Commission within 20 days of this notice. If a person decides to appeal any decision made by the City Commission with respect to any matter considered at the hearing,such person will need a record of the proceedings and may need to ensure that a verbatim record is made, including the testimony and evidence upon which the appeal is to be made. In accordance with the Americans with Disabilities Act, persons needing a special accommodation or an interpreter to participate in this proceeding should contact the Clerk of the City at (561) 530-5880, at least seven days prior to the date of the hearing.The assessment for each parcel that receives Canal Maintenance Services from the City will be based upon the total lineal foot along a canal receiving Canal Maintenance Services from the City, plus administrative costs associated with the assessment on a per Property basis. 100520968.1 306-99055521 Page 1 583 of 1 598 The annual assessment for the Lake Shore Haven Canal is $0.50 per lineal foot for canal maintenance costs, plus$20.66 per Property for administrative costs. The annual assessment for the Lake Eden Four Canals is $0.50 per lineal foot, plus $20.66 per Property for administrative costs. Copies of the Assessment Ordinance, the Initial Assessment Resolution and the Canal Maintenance Services Special Assessment Roll are available for inspection at the City Clerk's Office, Boynton Beach City Hall, 100 East Ocean Avenue, Boynton Beach, Florida, 33435. The assessments will be collected by the City. Failure to pay the assessments may cause a lien to be recorded against the property, which may result in a loss of title. If you have any questions, please contact the Utility Department at (561) 742-6400, Monday through Friday between 8:00 a.m. and 5:00 p.m. CITY CLERK CITY OF BOYNTON BEACH. 100520968.1 306-99055521 Page 1 584 of 1 598 APPENDIX D FORM OF MAILED NOTICE USE SEPARATE FORM FOR EACH SERVICE AREA LAKE SHORE HAVEN CANAL LAKE EDEN FOUR CANALS [INSERT DATE], 2022 [Name] [Address] Boynton Beach, Florida 33470 RE: Tax Parcel# CITY OF BOYNTON BEACH, FLORIDA NOTICE OF HEARING TO IMPOSE AND PROVIDE FOR CANAL MAINTENANCE SERVICES-NON-AD VALOREM ASSESSMENTS Dear Property Owner: As required by Section 197.3632, Florida Statutes, and City of Boynton Beach Ordinance No. 21- 011, notice is given by the City of Boynton Beach that a special assessment for Canal Maintenance Services using the tax bill collection method may be levied by the City of Boynton Beach on your property for the fiscal year October 1, 2022 -September 30, 2023. The purpose of this assessment is to collect the Canal Maintenance Services Special Assessment benefiting property receiving Canal Maintenance Services along the Lake Shore Haven Canal and the Lake Eden Four Canals, located within the City of Boynton Beach. Your Property is within the[Lake Shore Haven Canal/Lake Eden Four Canals] area. The total Canal Maintenance Services Special Assessment revenue to be collected within [Lake Shore Haven Canal/Lake Eden Four Canals] of the City of Boynton Beach is $ . The portion of the Special Assessment for Canal Maintenance Services is based on the lineal footage of your property along a canal that receives Canal Maintenance Services. The special assessment within the [Lake Shore Haven Canal/Lake Eden Four Canals] area for Canal Maintenance Services is$_ per lineal foot. Your property has_ lineal feet. In addition, each property is charged a flat amount for administrative costs associated with the special assessment. The administrative charges equal $20.66 per Property. The total special assessment for your property is $ [add per lineal for the Property + administrative cost for the Property]. A public hearing will be held at 6:00 p.m. on September 8, 2022, in City of Boynton Beach Commission Chambers, 100 East Ocean Avenue, Boynton Beach, Florida 33435, for the purpose of receiving public comment on the proposed assessment. You and all other affected property owners have 100520968.1 306-99055521 Page 1 585 of 1 598 a right to appear at the hearing and to file written objections with the City Commission within 20 days of this notice. If you decide to appeal any decision made by the City Commission with respect to any matter considered at the hearing, you will need a record of the proceedings and may need to ensure that a verbatim record is made, including the testimony and evidence upon which the appeal is to be made. In accordance with the Americans with Disabilities Act, persons needing a special accommodation or an interpreter to participate in this proceeding should contact the City Clerk's Office at (561) 742-6060, at least three days prior to the date of the hearing. Unless proper steps are initiated in a court of competent jurisdiction to secure relief within 20 days from the date of City Commission action at the above hearing (including the method of apportionment, the rate of assessment and the imposition of assessments), such action shall be the final adjudication of the issues presented. Copies of the Canal Maintenance Services Special Assessment Ordinance, the Initial Assessment Resolution, and the assessment roll are available for inspection at Boynton Beach City Hall - City Clerk's Office, 100 East Ocean Avenue, Boynton Beach, Florida 33435. The Canal Maintenance Services non-ad valorem assessment amount shown on this notice for the above parcel will be collected by the City through an invoice sent to the property owners. Failure to pay the special assessment may result in a lien against your property,which may result in loss of title. If you have any questions regarding your Canal Maintenance Services Special Assessment, please contact the Utility Department at(561) 742-6400, Monday through Friday between 8:00 a.m. and 5:00 p.m. * * * * * THIS IS NOTA BILL * * * * * 100520968.1 306-99055521 Page 1 586 of 1 598 CITY OF BOYNTONUtility Private Canal 6 Aquatic Maintenance Lake Four Canals 28-Jun-22 No. PCN Linear Yearly Property Owner Address Footage Cost Canal north of 33rd Place 1 08434605010100010 Hutton Jerry R++ 936 Mission Hill RD 98 $ 69.66 2 08434605010100020 Hogan Brian &Compton Angela M + 930 Mission Hill RD 71 $ 56.16 3 08434605010100030 Delray Investment Croup LLC 922 Mission Hill RD 0 4 08434605010100040 Buehman Joan 916 Mission Hill RD 0 5 08434605010100050 Mission Hill LLC 910 Mission Hill RD 0 6 08434605010100060 Hoofnagle Brian ++ 902 Mission Hill RD 129 $ 85.16 7 08434605010100070 Kinsloe Kevin T+ 820 Mission Hill RD 71 $ 56.16 8 08434605010100080 Yonke Wayne C++ 814 Mission Hill RD 100 $ 70.66 9 08434605010100090 Gallagher Lee A++ 808 Mission Hill RD 100 $ 70.66 10 08434605010100100 Kaye Brett 720 Mission Hill RD 100 $ 70.66 11 08434605010100110 Riboli Fernando 712 Mission Hill RD 80 $ 60.66 12 08434605060000012 Garolsky Jessica&Greenberg Yaad 701 SW 33RD PL 18 $ 29.66 13 08434605060000022 Mileto Edward Jr&Aitchison Sarah G 751 SW 33RD PL 100 $ 70.66 14 08434605060000032 Dunn Richard S&Dunn Irene H 801 SW 33RD PL 100 $ 70.66 15 08434605060000041 Hendricks James P& Hendricks Michelle M 821 SW 33RD PL 100 $ 70.66 16 08434605060000051 Gerleman Axel &Gerleman Gustaf 831 SW 33RD PL 100 $ 70.66 17 08434605060000060 Cook David W&Cook Renee ** 901 SW 33RD PL 200 $ 120.66 18 08434605060000070 Wilsher William F&Wilsher Kathy H 921 SW 33RD PL 100 $ 70.66 19 08434605060000080 Borlie Ruth H ** 931 SW 33RD PL 200 $ 120.66 Sikorcin Ramona A, Ramona A Sikorcin Tr Titl 20 08434605060000092 941 SW 33RD PL 161 $ 101.16 Hldr,Sikorcin Ramona ATr Canal north of 34th Ave. 21 08434605060000100 Cralle Raymond &Marta 942 SW 33RD PL 83 $ 62.16 22 08434605060000110 Goldman Caitlin M 932 SW 33RD PL 105 $ 73.16 Bernstein Verne Est Trust&Bernstein Richard 23 08434605060000120 922 SW 33RD PL 100 $ 70.66 S Tr 24 08434605060000130 Finn John F, Finn Kimberly M & Finn Michael A 902 SW 33RD PL 100 $ 70.66 Grasso Julie L Grasso Michael B&Grasso Julie 25 08434605060000140 L Tr Grasso Michael B Tr Michael B Grasso Et 832 SW 33RD PL 100 $ 70.66 Al Tr Titl HIdrs 26 08434605060000150 Rosenthal Andrew&Stewart Meghan 822 SW 33RD PL 100 $ 70.66 27 08434605060000160 Yarbrough Dennis 802 SW 33RD PL 100 $ 70.66 28 08434605060000170 Martin Cory& Martin Erin 752 SW 33RD PL 100 $ 70.66 29 08434605060000180 702SW33 Boynton LLC. 702 SW 33RD PL 25 $ 33.16 30 08434605060000190 Piercey Lynn A 701 SW 34TH AVE 25 $ 33.16 31 08434605060000200 Holdren Carol A Carol A Holdren Tr Titl Hldr 751 SW 34TH AVE 100 $ 70.66 Holdren Carol A Tr Page 1587 of 1598 32 08434605060000210 Riboli Fernando P 801 SW 34TH AVE 100 $ 70.66 33 08434605060000220 Luckman Eric H &Luckman Joanne K 821 SW 34TH AVE 100 $ 70.66 34 08434605060000230 Rezakhani Saleh 831 SW 34TH AVE 100 $ 70.66 35 08434605060000240 Rynd Alan S 901 SW 34TH AVE 100 $ 70.66 36 08434605060000250 Catronio Brock&Catronio Ashley S 921 SW 34TH AVE 100 $ 70.66 37 108434605060000260 Aronson Michael J 931 SW 34TH AVE 188 $ 114.66 Canal north of 35th Ave. 38 08434605060000270 Willens Mark A&Willens Wendy R 932 SW 34TH AVE 109 $ 75.16 39 08434605060000280 Steffes John&Steffes Marie 922 SW 34TH AVE 100 $ 70.66 40 08434605060000290 Mickelsen Robert&Mickelsen Pauline 902 SW 34TH AVE 100 $ 70.66 41 08434605060000300 Goldman Isaiah 832 SW 34TH AVE 100 $ 70.66 42 08434605060000310 Jeffrey&Carolyn Arscott Trust 822 SW 34TH AVE 100 $ 70.66 43 08434605060000320 Kerl Douglas S&Kerl Kristen T 802 SW 34TH AVE 100 $ 70.66 44 08434605060000330 Marshall Jayna& Marshall Robert 752 SW 34TH AVE 100 $ 70.66 45 08434605060000340 Steiger Ted & Markee April 702 SW 34TH AVE 20 $ 30.66 46 08434605060000350 Daly Brandon A&Jessica Lee 701 SW 35TH AVE 20 $ 30.66 47 08434605060000360 Lowe Benno P Ii 751 SW 35TH AVE 100 $ 70.66 48 08434605060000370 Bernet Price M 801 SW 35TH AVE 100 $ 70.66 49 08434605060000380 Darsch Joseph F&Darsch Diane B 821 SW 35TH AVE 100 $ 70.66 50 08434605060000390 Slade Kenneth A&Slade Deborah A 831 SW 35TH AVE 100 $ 70.66 Kostantinidis Jessica H & Kostantinidis Andrew 51 08434605060000400 901 SW 35TH AVE 100 $ 70.66 A 52 108434605060000410 lFlack Charles E&Flack Allison Sue 921 SW 35TH AVE 209 $ 125.16 Canal north of 36th Ave. 53 08434605060000420 Dunton Bradley &Dunton Lynne V 922 SW 35TH AVE 145 $ 93.16 54 08434605060000430 Urquhart A Bruce&Urquhart Sabine S 902 SW 35TH AVE 100 $ 70.66 55 08434605060000440 ADF Invesments LLC 832 SW 35TH AVE 100 $ 70.66 56 08434605060000450 Sachel Marilyn Marilyn Sachel Tr Titl Hldr 822 SW 35TH AVE 100 $ 70.66 Sachel Marilyn Tr 57 08434605060000460 Sadler William T Jr&Sadler Debinique T 802 SW 35TH AVE 100 $ 70.66 58 08434605060000470 Broring Eduardo 752 SW 35TH AVE 100 $ 70.66 59 08434605060000480 Korpeck Chad & Korpeck Jaclyn 702 SW 35TH AVE 30 $ 35.66 60 08434605060000490 Baraldi Luis F& Baraldi Alina 701 SW 36TH AVE 70 $ 55.66 61 08434605060000500 Pollich Gary& Pollich Maryann 751 SW 36TH AVE 100 $ 70.66 62 08434605060000510 Cesarone Donald &Cesarone Lauren 801 SW 36TH AVE 100 $ 70.66 63 08434605060000520 Warren Joann Warren Mark G &Mark Warren 821 SW 36TH AVE 100 $ 70.66 Tr Titl Hldr Warren Mark G Tr 64 08434605060000530 Mckenna Patricia A Mckenna Patricia A Tr 831 SW 36TH AVE 100 $ 70.66 Patricia Mckenna Tr Titl Hldr 65 08434605060000540 Cook Ross L&Cook Susan T 901 SW 36TH AVE 137 $ 89.16 Brand Jeffrey S&Brand Jennifer L Brand 66 08434605060000550 Jeffrey S Tr Brand Jennifer L Tr Jeffrey S Brand 921 SW 36TH AVE 89 $ 65.16 Et Al Tr Titl HIdrs South side of canal Total 6283 $ 4,443.1 Price per linear foot of canal treated $0.50 Administrative cost of$20.66/yearly per each property * Does not own water front ** Owns both sides of the canal + Owns smaller waterfront ++Owns larger waterfront Page 1588 of 1598 CITY OF BOYNTON BEACH-Utility 2sri Canal lig Maintenance Lake Shore Haven Canal 28-Jun-22 No. PCN Property Owner Address Linear Yearly Footage Cost 1 08434605070020010 Vismor Dan Charlaes&Jacqueline Ruth 3724 DIANE DR 154.0 $ 97.66 2 08434605070020020 3718 DIANE DR 94.0 $ 67.66 Digregorio John J Jr& Rosenberg Stephen G 3 08434605070020030 Bolt Charles M 3712 DIANE DR 94.0 $ 67.66 4 08434605070020040 Raia Angela N. 3708 DIANE DR 94.0 $ 67.66 5 08434605070020050 Gomez Fernando&Judith 3704 DIANE DR 94.0 $ 67.66 6 08434605070020060 Mackey Frederick H& Nancy S 3624 DIANE DR 94.0 $ 67.66 7 08434605070020070 Hager Anita B&James H 3618 DIANE DR 94.0 $ 67.66 8 08434605070020080 Smith Bryant& Hirsch Jorge&Veronica 3612 DIANE DR 94.0 $ 67.66 9 08434605070020090 Whetstone Harold O& Laurie L 3608 DIANE DR 94.0 $ 67.66 10 08434605070020100 Foelster Michael S& Lopera Jessica 3604 DIANE DR 94.0 $ 67.66 11 08434605070020110 Shortley Elizabeth F&William F III 3524 DIANE DR 94.0 $ 67.66 12 08434605070020120 Hirsch Jorge E& Edit A 3518 DIANE DR 94.0 $ 67.66 13 08434605070020130 Condry Helen 3512 DIANE DR 94.0 $ 67.66 14 08434605070020140 Barbalaco Annunziata &Giuseppe& 3508 DIANE DR 94.0 $ 67.66 Fishman Gary L& Linda R, Fisherman Gary L, 15 08434605070020150 Fisherman Linda R TR,Gary L Fisherman ET AL 3504 DIANE DR 94.0 $ 67.66 16 08434605070020160 Seversen Shannen M 3424 DIANE DR 94.0 $ 67.66 17 08434605070020170 Puder Max Brandon 3418 DIANE DR 94.0 $ 67.66 18 08434605070020180 Herrero Carlos E&Sarah B 3412 DIANE DR 94.0 $ 67.66 19 08434605070020190 Blais Stefanie 3408 DIANE DR 94.0 $ 67.66 20 08434605070020200 Green Adam,Green Carole&Green Richard 3402 DIANE DR 152.5 $ 96.91 21 08434605040030010 Lago Bridget&Christopher& 3405 S LAKE DR 78.5 $ 59.91 22 08434605040030020 Sussman Bryan S&Tracy L 3415 S LAKE DR 120.0 $ 80.66 23 08434605040030030 Cunningham Linda A 3425 S LAKE DR 120.0 $ 80.66 24 08434605040030040 De Fabrique Janick&Jean P 3505 S LAKE DR 120.0 $ 80.66 25 08434605040030050 Ackerman Christopher&Cristina 3515 S LAKE DR 120.0 $ 80.66 26 08434605040030060 Henry Kerry Nicola &Stephen Wayne 3525 S LAKE DR 120.0 $ 80.66 27 08434605040030070 Dunnavan Charles C 3535 S LAKE DR 120.0 $ 80.66 28 08434605040030080 Petronelli Danna T 3545 S LAKE DR 120.0 $ 80.66 29 08434605040030090 James Ciara C& Kevin K& 3555 S LAKE DR 120.0 $ 80.66 30 08434605040030100 Chinn Stacey R&Grant Michael L 3565 S LAKE DR 120.0 $ 80.66 31 08434605040030110 Hendrickson Joyce 3605 S LAKE DR 120.0 $ 80.66 32 08434605040030120 Beidleman Mark 3615 S LAKE DR 120.0 $ 80.66 33 08434605040030130 Philosophos Jason A& Kandace K 3625 S LAKE DR 120.0 $ 80.66 34 08434605040030140 Mario Lesley 3705 S LAKE DR 120.0 $ 80.66 35 08434605040030150 Main Baillie Greg& Maria C 3715 S LAKE DR 120.0 $ 80.66 36 08434605040030160 White Joplin Myrna 3725 S LAKE DR 120.0 $ 80.66 37 08434605040030170 jPeterson Cammie D& Eric D 3735 S LAKE DR 120.0 $ 80.66 East side of canal Total 3997.0 $2,762.9 Price per linear foot of canal treated $0.50 Administrative cost of$20.66/year per each property Page 1589 of 1598 4 `, .. Whispering me r— u��'r {i f - N r r ,,, ' 4 , , {'•" , 4' �rt� 3� �� ku ry ffiF 1F t i1t E YY 4o ry Y H Fx�+.4� "1S ' 34 p8 � {{r 1r t !l Yr{•` � i s d� � � � �� "o � � o `; SW 33rd PIr = nw, Wi co ,r O 3$lZ "; 4th Cts "SW 34th "Ave � 3 , Vie} ��r4�} �� r0�.'•� X18 � 9�`��1' � � � �� t � � � 9*rn �i �"p, �36. �S 1" 'tQ $ OD 35th"A ma Tv �f1GT1 4, Lake Shore Haven S a ( ` NNW 25th St TM2; a LEGEND �t A AQUATIC MAINTENANCE AREA JC AREAS SUBJECT TO THE ASSESSMENT rY` t 1 r r _r 1r1u}1 , PARCEL& STREET NUMBER � 3 d h �,� � �( �� Map Created�By Gre Owens 13.A. Future Agenda Items 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Commission discussion on staff research of legal options to help mitigate rental prices and tenant rights, requested by Mayor Penserga. - TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: There is no fiscal impact to the budget, for this item. Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 1591 of 1598 13.B. Future Agenda Items 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Discussion on the Red Light Camera Program requested by Commissioner Turkin. - TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: There is no fiscal impact to the budget, for this item. Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 1592 of 1598 13.C. Future Agenda Items 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Discussion on observing Juneteenth as a City holiday, requested by Commissioner Hay. - TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: There is no fiscal impact to the budget, for this item. Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 1593 of 1598 13.D. Future Agenda Items 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Discuss a potential park in Leisureville, requested by Vice Mayor Cruz. - TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: There is no fiscal impact to the budget, for this item. Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 1594 of 1598 13.E. Future Agenda Items 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Research feasibility of Solar Panels on City buildings, requested by Mayor Penserga.- TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 1595 of 1598 13.F. Future Agenda Items 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Report on the status of infrastructure within the City, requested by Mayor Penserga.-TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 1596 of 1598 13.G. Future Agenda Items 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Local Rules and Procedures for Commission Meetings, requested by Mayor Penserga.-TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 1597 of 1598 13.H. Future Agenda Items 7/19/2022 City of Boynton Beach Agenda Item Request Form Commission Meeting Date: 7/19/2022 Requested Action by Commission: Consider a LDR amendment to add a requirement for a minimum commercial area percentage to mixed use developments, requested by Mayor Penserga.-TBD Explanation of Request: How will this affect city programs or services? Fiscal Impact: Alternatives: Strategic Plan: Strategic Plan Application: Climate Action Application: Is this a grant? Grant Amount: Attachments: Page 1598 of 1598