OPERATING AGREEMENT OF HUMAN SERVICES CAMPUS, LLC .PDF

OPERATING AGREEMENT
OF
HUMAN SERVICES CAMPUS, L.L.C.
an Arizona Limited Liability Company
C 02a • o3. o
THIS OPERATING AGREEMENT (this "Agreement") is made and entered into as of
, 200_, by and among NORTHWEST ORGANIZATION FOR VOLUNTARY
ERNATIVES, INC.; THE DIOCESEAN COUNCIL OF SOCIETY OF ST. VINCENT DE
PAUL, DIOCESE OF PHOENIX; CENTRAL ARIZONA SHELTER SERVICES, INC.; ST.
JOSEPH THE WORKER JOB SERVICE, INC., and Annette Stein as the Manager appointed by
the Maricopa County Board of Supervisors (individually the "Manager" and collectively the
"Managers"), as the initial Managers of the Company; those persons listed on Exhibit A and
executing this Agreement as Members; and HUMAN SERVICES CAMPUS, L.L.C., an Arizona
limited liability company (the "Company").
ARTICLE 1
Formation; Definitions
1.1 Formation. The Members shall execute (or authorize one or more other Persons
to execute) the articles of organization, any amendments thereto, and all other certificates,
articles, applications, and other documents that are needed to accomplish all filing, recording,
publishing and other acts necessary or appropriate to comply with all requirements for the
formation and continued operation of the Company pursuant to this Agreement under the laws of
every jurisdiction in which the Company is formed or does business.
1.2 It is the intention of the Members of the Company to reserve no authority to
themselves and subject to the provisions herein to vest in the Managers all authority to operate
and manage the Company, amend the Articles of Organization and amend this Operating
Agreement.
1.3 General Definitions. The following terms, when appearing in this Agreement
with initial letters capitalized, shall have the following meanings:
"Act" means the Arizona Limited Liability Company Act, A.R.S. Sections 29-601
through 29-857, as amended from time to time (or any corresponding provisions of succeeding
law).
"Agreement" means this written operating agreement, as amended from time to
time.
"Capital Contribution" means the amount of money and the fair market value of
other property or services contributed to the capital of the Company pursuant to this Agreement,
with the value of all non-monetary contributions to be determined by written consent of each
Member at the time of the contribution.

"Code" means the Internal Revenue Code of 1986, as amended, or any
corresponding provision of any succeeding law.
"Company" means the limited liability company formed pursuant to the terms of this
Agreement.
"Event of Dissociation" means, with respect to any Member, the death or other
termination of existence of such Member, the Member's withdrawal pursuant to Section 8.3 hereof,
and any other event which under the Act must cause such Member to cease to be a Member
irrespective of any contrary provision in this Aueement.
"Interest" in the Company means the economic rights of a Member (and its
Successors in Interest) to share in distributions of cash and other property from the Company
pursuant to the Act and this Ageement, together with the Member's allocable share of the
Company's net income or loss for purposes of federal and state income taxes.
"Managers" means NORTHWEST ORGANIZATION FOR VOLUNTARY
ALMRNATIVES, INC., THE DIOCESEAN COUNCIL OF SOCIETY OF ST. VINCENT DE
PAUL, PHOENIX DIOCESE, CENTRAL ARIZONA SBELI. ER SERVICES, INC., ST. JOSEPH
THE WORKER JOB SERVICE, INC. and Annette Stein as the Manager appointed by the
Maricopa County Board of Supervisors and any other Person that may be appointed by a Member in
writing, in accordance with the provisions of this Agreement, as a successor Manager from time to
time in the event a Manager resigns, dies, becomes incapacitated (i.e. unable to perform essential
functions even with reasonable accommodation for a substantial period of time), ceases to exist as a
legal entity, or is removed. A Manager may be removed only by the Member that appointed such
Manager. The Manager appointed by the Maricopa County Board of Supervisors may be removed
or replaced only by the Maricopa County Board of Supervisors or its designee. At n11 times, the
Maricopa County Board of Supervisors shall have the right, but not the obligation, to appoint one
Manager. A Manager may be appointed by St. Joseph the Worker Job Service, Inc. Every
Member has the right to appoint one manager.
"Member" means the Persons who are identified as the initial Members in Section
2.6 hereof and each Person who may be subsequently admitted as a Member pursuant to the terms
of this Agreement, until such time as an Event of Dissociation occurs with respect to any such
Person.
"Person" means and includes an individual, corporation, association, partnership,
limited liability company, trust, estate, or other entity.
"Ownership Percentage" of each Member means the percentage indicated for such
Member in Section 2.6 hereof, as increased or decreased from time to time to reflect transfers of the
Member's respective Interests permitted under this Agreement and any amendments of this
Agreement signed by the Member.
"Record Date" means the date on which a Member or Manager must be designated
as such to be entitled to vote on Company affairs.
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"Regulations" or "Treasury Regulations" means the income tax regulations,
including any temporary regulations, promulgated under the Code as such regulations may be
amended from time to time (including corresponding provisions of succeeding regulations).
"Successor in Interest" means any Person who succeeds to the ownership of all or
part of a Member's Interest and who has not been admitted as a Member of the Company.
ARTICLE 2
Purpose; Term; Members
2.1 Name. The name of the Company shall be "Human Services Campus, L.L.C." or
such other name as the Managers from time to time shall select.
2.2 Registered Office. The Registered Office of the Company shall be 1209 W.
Madison, Phoenix, Arizona, or such other place as the Managers from time to time shall
determine.
2.3 Company Purpose. The purpose of the Company is to provide a variety of
services to the homeless and indigent which includes, but is not limited to, the following: (1)
maintaining the common areas, (2) providing security, (3) providing maintenance to the exterior
of certain buildings as prescribed by the managers and (4) providing and maintaining a central _
utility plant. Additional purposes which require the expenditure of funds must be approved by a
majority of the managers. The Company is organized exclusively for religious, charitable,
educational, and scientific purposes within the meaning of Section 501(c)(3) of the Code and its
Regulations. The Company shall have the power and authority to engage in and conduct any and
all activities and transactions permitted under the Act in furtherance of its purposes.
2.4 Term. The term of the Company shall commence on the filing of its Articles of
Organization and shall continue until dissolved in accordance with Section 9.1 of this
Agreement.
2.5 Agent for Service of Process. The statutory agent for service of process for the
Company is Ernest Calderem, 201 E. Washington Street, 11 th Floor, Phoenix, Arizona 85004-
2385, or such other Person as the Managers shall appoint from time to time.
2.6 Members. The initial Members of the Company and their Ownership
Percentages are reflected in Exhibit "A", attached hereto and by this reference made a part
hereof.
2.7 Representations and Warranties. As of the Effective Date, each of the
statements contained herein shall be a true, accurate and full disclosure of all facts relevant to the
matters addressed and such warranties and representations shall survive the execution of this
Agreement. Each Member or, if applicable Manager, (and each Person executing this
Agreement directly or indirectly on behalf of a Member) hereby represents and warrants that:
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(a) If such Member (or the constituent partners or members of a Member)
is a corporation, partnership, limited liability company or other entity, such Member (or such
constituent partner or member, if applicable) is duly organized and validly existing under the
laws of the State of its organization and has the requisite power and authority to enter into and
carry out the provisions of this Agreement and the Person executing this Agreement on behalf of
such Member (or such constituent partner or member, if applicable) has been duly authorized to
do so.
(b) All action required to be taken by such Member (or such constituent
partner or member, if applicable) to consummate this Agreement has been taken and no further
approval of any board, court or other body is necessary in order to permit such Member to
consummate this Agreement.
(c) To the best of such Member's knowledge, no representation, warranty
or covenant of such Member in this Agreement, or in any document or certificate furnished or to
be furnished to the Company, the Managers, or the other Members, contains or will contain any
untrue statement of material fact or omits or will omit to state material facts necessary to make
the statements or facts contained therein not misleading. All such representations, warranties or
statements of such Member are based upon current, accurate and complete information as of the
time of their making.
(d) Each Member is and shall continue to be for so long as such Member
is a Membe-r of the Company an organization described in, operated in accordance with and
qualified as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986
as amended or as amended thereafter.
(e) Each Manager/Member's operations and services is, and shall remain
independent, autonomous, self directing, and self governing. Each Member shall remain
sovereign and continue to maintain their separate and distinct services, without interruption or
interference by any other Member.
(f) Each Manager/Member warrants that they will not, by any method,
means, or fashion, directly or indirectly, implicitly or explicitly, individually or in collusion with
any Member, Manager, or Person, interfere, interrupt, disrupt, undermine, alter, change, modify,
or revise the organizational mission, purpose, goals, or objectives of another Member.
(g) Each Member, St. Joseph the Worker and the Maricopa County Board
of Supervisors shall direct their Managers to participate, to the fullest extent possible, in the
successful operations of the Human Services Campus. This includes recognizing and abiding by
the representations and warranties of this subsection, Article 2, § 2.8; participating in the safe
and effective operations and maintenance of the Campus; and making every reasonable effort to
be a "good neighbor" to the surrounding residential community and to each Member
organization.
(h) Some of the Members or Managers are religious entities and some are not.
Furthermore, Maricopa County is a governmental entity. No Member or Manager shall be
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deemed to encourage, condone or otherwise support any other Member's or Manager's secular or
non-secular programs. Maricopa County by designating a Manager pursuant to the terms of this
Agreement is not endorsing, encouraging or participating in any other Member's or Manager's
religious activities.
2.8 Actions by Company.
,(a) Notice of Meetings. The Managers may call meetings of Managers.
Members may call meetings of Members and Managers. The Members shall not meet as
Members without notice as provided herein to the Managers except as otherwise provided in this
Agreement. The Managers shall notify all entitled to participate in the meeting in writing which
may include e-mail or fax at least three (3) business days before the date of the meeting. The
notice shall include the date, time, place, and purpose of the meeting.
(b) Place of Meetings. Meetings shall be held at the place designated on
the notice. Any Member or Manager may participate in a meeting by conference telephone or
similar means by which all Persons participating in the meeting can hear one another.
(c) Waiver of Notice. Anyone may waive notice of any meeting required
to be given under this Agreement before, at, or after any meeting. Any meeting shall be valid
without notice if all entitled to participate in the meeting meet and consent to the holding of the
meeting at such time and place.
(d) Record Date. The date on which notice of a meeting is deemed to be
given under this Agreement shall be the Record Date for the purpose of determining Members or
Managers entitled to notice of, or to vote at, any meeting. The determination of anyone entitled
to vote at any meeting shall also apply to any adjournment of such meeting.
(e) Quorum. A Majority of the Members or Managers entitled to
participate in a meeting, present in person or represented by proxy, shall constitute a quorum. If
a quorum is not present at a properly noticed meeting, a Majority of those entitled to vote,
present in person or by proxy, may adjourn the meeting to another time and place without notice
if the time and place are announced at the adjourned meeting. If the adjournment is for more
than 30 days, notice shall be given as provided in this Agreement.
(f) Voting. Each Member or Manager is entitled to participate in a
meeting and shall have one vote. If a Member transfers such Member's Interest to an assignee
who does not become a substitute Member, neither the transferring Member nor the assignee
shall be entitled to vote. A withdrawn Member shall not be entitled to vote. A Member may
vote in person or by a written proxy given to a Member or other Pei -son. Any proxy must be in
writing and be filed with the Company before or at he time of its exercise.
(g) Manner of Acting. The Company shall act only on matters set forth in
this Agreement. Action by the Company occurs upon majority vote of a quorum. The Managers
in their sole discretion will determine all other matters, unless otherwise provided in this
Agreement.
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(h) Action without a Meeting_ The Company may take any action
permitted or required to be taken at a meeting without a meeting if:
(1) all entitled to vote on the matter are given notice of the proposed action and
an explanation of the proposed action; and
(2) that the number required to take or approve the action execute a written
consent to that action.
Action taken by written consent under this Section shall be effective on the date that
number required to take or approve the action have signed the consent unless the consent
specifies a different effective date. The Record Date required to consent to an action shall be the
date notice of the proposed written consent is deemed given under this Agreement to the
Members or Managers entitled to vote on the matter.
2.9 Waiver of Opportunity Doctrine. Neither any Manager nor any Member shall,
solely by virtue of this Agreement or such Manager's or Member's relationship to the Company,
be liable or accountable to the Company or any Member for failure to disclose or make available
to the Company any business opportunity of which such Manager or Member becomes aware or
be obligated to allow the Company or any Member to share or participate in any such other
opportunity.
2.10 Estoppel Certificate. Each Member shall, within ten (10) days after written
request by a Manager, deliver to the requesting Person a certificate stating, to the Member's
knowledge, that (i) this Agreement is in full force and effect, (ii) this Agreement has not been
modified except by any instrument or instruments identified in the certificate, and (iii) there is no
default hereunder by the requesting Person or, if there is a default, the nature and extent thereof.
ARTICLE 3
Capital Contributions and Member Loans
3.1 Initial Capital Contributions. As initial contributions to the capital of the
Company, Members shall make contributions as set forth in Exhibit "A" attached hereto and by
this reference made a part hereof. There shall be no obligation of any Member to make any
additional contributions to the capital of the Company.
3.2 Additional Capital Contributions. Members may, but shall not be obligated to,
make future or additional Capital Contributions at such times and in such amounts as Members
consider to be in their interest.
3.3 Members' Limited Liability. Except as required by law, no Member or
Manager shall be liable for the debts, liabilities, contracts or any other obligations of the
Company. No Member, Manager or Successor in Interest shall be personally liable to contribute,
advance or otherwise provide the Company any funds or property.
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3.4 Contribution. If fundraising activities of the Company do not provide sufficient
funds for the Company to accomplish its purposes, Members may be requested to contribute
monies in ratio to their ownership to fund operating expenses as set forth in Exhibit "A".
However, Members are not liable to contribute said funds. If Members do not contribute funds
for the Company to accomplish its purposes, it becomes grounds for Members to withdraw from
the Company.
ARTICLE 4
Distributions
4.1 Distribution Upon Withdrawal. No Member or Successor in Interest shall be
entitled to receive any distribution or the value of any Interest in the Company as a result of a
Member's withdrawal or other dissociation from the Company prior to the liquidation of the
Company.
4.2 Return of Capital. No Member or Successor in Interest shall be entitled to the
return of, or interest on, Capital Contributions except as provided herein.
4.3 Distribution in Kind. No property other than cash shall be distributed by the
Company to any Member or Successor in Interest with respect to his or her capital contributions
in the Company except with the written approval of the Member regarding the property to be
distributed, the value thereof, and the proper accounting treatment on the books of the Company.
4.4 Amounts Withheld. All amounts withheld pursuant to the Code or any state or
local tax law with respect to any income allocation or distribution by the Company to any
Member or Successor in Interest shall be treated as amounts distributed to such Person for all
purposes of this Agreement.
ARTICLES
Taxable Income or Loss Allocations
5.1 General Allocations of Taxable Income or Loss. The Managers shall instruct
the Company's accountants, in connection with their preparation of the Company's annual
federal income tax returns, to allocate the Company's taxable income or loss (and each item of
income, gain, loss, deduction and credit entering into the computation thereof) to the Member in
accordance with its Interest in the Company pursuant to Code Section 704(b) and, for this
purpose, to maintain a capital account for each Member and its Successor in Interest in
accordance with Treasury Regulations § 1.704-1(b)(2). Subject to Section 5.2 hereof, each
Member intends that the Company's taxable income or loss for each fiscal year or other period
will be allocated to the Member and its Successor in Interest, and will be credited or charged to
its respective capital account, in proportion to its respective Ownership Percentage.
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5.2 Special Allocations. Upon the recommendation of the Company's accountant,
the Company's taxable income or loss (or any item of gross income, gain, loss, or deduction)
shall be specially allocated to each Member and its Successor in Interest as may be necessary or
appropriate hereunder, to the extent possible, to assure that the capital account balances of each
Member and Successor in Interest at the end of each fiscal year will be equal to the total
distributions that would be made to such Person under the terms of this Agreement if all property
of the Company were sold for book value and the Company were liquidated immediately
following the close of such fiscal year.
5.3 Effect of Transfer of Interest. If an Interest in the Company .should be
transferred in accordance with the terms of this Agreement during the course of a fiscal year, all
items of income, gain, loss, deduction, or credit allocable to such Interest shall be prorated
between the transferor and transferee based upon the number of days during such fiscal year that
each of them held such Interest, unless the Managers determine to cause an interim closing of the
Company books and to allocate such items between the transferor and the transferee according to
the actual income or loss of such Company during the period that each of them held such
Interest.
5.4 Tax Allocations Under Code Section 704(e). In accordance with Code Section
704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any
property contributed to the capital of the Company shall, solely for tax purposes, be allocated to
each Member so as to take account of any variation between the adjusted basis of such property
to the Company for federal income tax purposes and its initial book value. In the event the book
value of any Company asset is adjusted pursuant to the Code and Regulations, subsequent
allocations of income, gain, loss and deduction with respect to such asset shall take account of
any variation between the adjusted basis of such asset for federal income tax purposes and its
book value in the same manner as under Code Section 704(c) and the Regulations thereunder.
The Managers in any manner that reasonably reflects the purpose and intention of this
Agreement shall make any elections or other decisions relating to such allocations.
5.5 Tax Treatment. The Company, for federal income tax purposes, shall be treated
as a partnership during any period in which Interests are held by two or more Persons.
ARTICLE 6
Managers
6.1 Managers' Authority. Subject to Section 6.2 below, the Managers shall manage
the operations of the Company. The Managers shall have the full and exclusive power and
authority, on behalf of and in the name of the Company, to take any and all actions and to
execute, acknowledge and deliver any and all contracts, deeds or other conveyances, bills of sale,
assignments, promissory notes, security agreements, deeds of trust, assumptions, and other
instruments and documents of every kind and description relating to the accomplishment of the
Company's purpose and the conduct of its business, including (without limitation) the authority
to:
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(a) Determine the material terms upon which the Company purchases,
acquires or leases any other real property or capital asset related to its purpose;
(b) Sell, exchange, lease, or otherwise dispose of any real or personal
property, any capital asset, or substantially all of the assets of the Company;
(c) Borrow money from any other Person and in connection therewith,
grant a deed of trust, mortgage, security interest, lien or other encumbrance on any of the
Company's property or assets to secure any indebtedness of the Company;
(d) Enter into or conduct any contract or transaction that is related to the
Company's business;
(e) Commence any legal action to enforce or defend any claim of or
against the Company or retain legal counsel in connection therewith;
(f) Hire or discharge employees and determine the amount of their
compensation;
(g) Appoint one or more Company officers and agents and determine the
authority to be exercised by each officer or agent; and
(h) Adopt rules and regulations concerning common areas.
(i) Apply for and secure grant and other funding opportunities on behalf
of the Company.
6.2 Limitations Upon Managers' Authority. Without the prior written approval of
all of the Members, the Company shall not (and the Managers shall not cause the Company to)
(i) file or consent to the filing of a bankruptcy or insolvency petition or otherwise institute
bankruptcy proceedings, (ii) engage in any substantial transaction or activity (including the
expenditure or use of any funds or resource of the Company) that is materially unrelated to the
Company's purpose, (iii) sell all or substantially all of the Company's assets, or (iv) take any
other substantial action that is materially contrary to the terms of this Agreement.
6.3 Compensation. The Managers of the Company shall receive no compensation.
6.4 Indemnification and Exculpation. The Company, its receiver or trustee shall, to
the maximum extent permitted by law, indemnify, defend and hold harmless each Member and
Manager to the extent of the Company's assets, for, from and against any liability, damage, cost,
expense, loss, claim or judgment incurred by such Member or Manager arising out of any claim
based upon acts performed or omitted to be performed by him or any other Member, Manager,
employee or agent of the Company in connection with the business of the Company, including
without limitation, reasonable attorneys' fees and costs incurred by him in settlement or defense
of such claims. Notwithstanding the foregoing, no Member or Manager shall be so indemnified,
defended or held harmless for claims based upon its acts or omissions in breach of this
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Agreement or which constitute fraud, gross negligence, willful misconduct or breach of fiduciary
duty to the Company or to a Member. Amounts incurred by a Member or Manager who is
entitled to indemnification hereunder in connection with any action or suit arising or in
connection with Company affairs, shall be reimbursed by the Company as incurred. No Member
or Manager shall be liable, responsible, accountable in damages or otherwise to the Company or
other Member for any act or omission performed or omitted by him or her in connection with the
Company or its business except for acts or omissions in breach of this Agreement or which
constitute fraud, gross negligence, willful misconduct or breach of fiduciary duty.
6.5 Related Party Transaction. The Managers may cause the Company to enter into
any contract or engage in any transaction with a Manager or another Person related in ownership
or otherwise to a Manager provided that the terms of such contract or transaction are
commercially reasonable. The Managers shall be reimbursed for all reasonable out-of-pocket
expenses incurred in managing the Company's business.
6.6 Appointment of Managers. The number of Managers of the Company shall be
equal to two more than the number of Members of the Company. Each Member shall appoint
one Manager. The Maricopa County Board of Supervisors and St. Joseph the Worker Job
Service, Inc. shall each appoint one Manager.
6.7 Replacement of a Manager. If one of the Managers resigns, dies, becomes
incapacitated, ceases to exist as a legal entity or is removed for any reason, the Member which
appointed such Manager shall appoint a new Manager so - long as the appointing Member remains
a Member. If a Manager appointed by the Maricopa County Board of Supervisors or St. Joseph
the Worker Job Service, Inc. resigns, dies, becomes incapacitated, ceases to exist as a legal entity
or is removed for any reason, the Maricopa County Board of Supervisors or St. Joseph the
Worker Job Service, Inc., as the case may be shall appoint a new Manager.
6.8 Authority of Managers to Act. The Company may act with respect to any lawful
matter only upon the affirmative vote of a majority of the Managers with each Manager being
entitled to cast one vote.
6.9 Advisory Boards. The Managers may appoint one or more Advisory Boards
which shall have such authority and duties as specified by the Managers. The members of such
Advisory Boards may include individuals who are not Members or Managers of the Company.
The Managers shall appoint one Advisory Board that will include representatives of
neighborhoods surrounding the Human Services Campus, homeless service providers, the
County and the City. The Advisory Board's purpose shall be to improve the operation of the
campus and reduce any negative impacts on surrounding neighborhoods. This Advisory Board
shall meet at least quarterly. This Advisory Board shall be formed and begin meeting prior to the
commencement of any construction on the campus.
ARTICLE 7
Records, Reports and Accounting
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7.1 Records. The Managers shall keep or cause to be kept at the principal office of
the Company the following: (a) a current list of the full name and last known business, residence
or mailing address of each Member, (b) a copy of the Articles of Organization and all
amendments thereto, (c) copies of all written operating agreements and all amendments to the
agreements, including any prior agreements no longer in effect, (d) copies of any written and
signed promises by a Member to make Capital Contributions to the Company, (e) copies of the
Company's federal, state and local income tax returns and reports, if any, with the three most
recent years, and (f) copies of any prepared financial statements of the Company for the three
most recent years. Any such records maintained by the Company may be kept on or be in the
fonti of any information storage device, provided that the records so kept are convertible into
legible written form within a reasonable period of time.
7.2 Fiscal Year and Accounting. The fiscal year of the Company shall be July 1 to
June 30 of each year or other period deteimined by the Managers. The Managers, except as
specifically provided to the contrary herein, shall make all decisions as to accounting methods
and related matters.
7.3 Preparation of Tax Returns. The Managers shall arrange for the preparation
and timely filing, at the Company's expense, of any returns of Company income, gain,
deduction, loss and other items that may be necessary for federal and state income tax purposes
and shall cause to be furnished to each Member the tax information reasonably required for
federal and state income tax reporting purposes.
ARTICLE 8
Transfers and Withdrawals
8.1 Transfers. A Member may sell or assign all or part of its Interest in the
Company with the unanimous consent of the other Members, but the transferee shall hold such
Interest only as a Successor in Interest without management or other rights of a Member until it
is admitted as a Member under Section 8.2 or Section 9.1 hereof. The Company shall not be
required to recognize the rights of any transferee of a Member's Interest until it receives a copy
of the instrument of assignment and assumption signed by the transferor and transferee or other
documents requested by and to the satisfaction of the Company. Prior to any proposed
assignment, transfer or other disposition of any Interest in this Company pursuant to this Article,
the transferring Member or his transferee shall furnish the Company (i) a detailed statement of
the proposed disposition and the terms and conditions thereof, and (ii) such assurances as the
Company may reasonably request, including without limitation, an opinion of legal counsel
satisfactory to the Managers that the proposed disposition will not violate the Securities Act of
1933 as amended or applicable state securities laws.
8.2 Requirements for Admission of Successor in Interest as a Member. Except as
provided in Section 9.1 hereof, no Successor in Interest shall become a Member in the Company
unless: (a) each Member, in its sole discretion, has consented in writing to the Successor in
Interest becoming a Member; (b) the proposed Successor in Interest shall have assumed in
writing and complied with any and all of the obligations under this Agreement with respect to its
Interest; and (c) No amendment of this Agreement shall be required in connection with a change
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in the Members or Managers or any transfer of Interests, except the Managers may revise Exhibit
from time to time to reflect such changes. The proposed Successor in Interest is at the time
of transfer of its Interest and will at all times thereafter while a Member be an organization
exempt from taxation under Section 501(c)(3) of the Internal Revenue Code.
8.3 Withdrawal of a Member. No Member shall have the right to withdraw from
the Company prior to the Company's termination pursuant to Article 9 hereof, except for the
following: (1) upon assignment of the entire interest of a Member to another Member, person, or
company, (2) failure of any Members to fund the operating expenses of the Company as set forth
in Section 3.4, (3) failure of the Company to pertain' and complete its purposes, or (4) the
operation and policy of the Company or any of the other Members is incompatible with the
principles of another Member.
8.4 New Members. As additional campus property is developed and new services
and/or service providers are created, the existing members must unanimously decide if
membership in the Company will be extended to a new service provider and what, if any, their
ownership percentage and voting rights may be.
ARTICLE 9
Liquidation and Winding Up
9.1 _ Dissolution. The Company shall not dissolve upon any Event of Dissociation of
a Member or upon the bankruptcy of the Company or any Member. If there remains no Member
after any such Event of Dissociation, each Successor in Interest may (in his or her discretion)
become a Member of the Company upon giving to the company written notice of its election to
become a Member within ninety (90) days thereafter, in which event the Company shall
continue. The Company shall dissolve and commence winding up only upon the written election
to dissolve signed by the Member.
9.2 Liquidation. Upon dissolution of the Company, the business and affairs of the
Company shall be wound up and liquidated as rapidly as business circumstances permit. The
remaining Member (or a liquidating trustee or agent appointed by all Successors in Interest in the
absence of a remaining Member) shall sell and liquidate the assets of the Company and the
proceeds thereof shall be paid (to the extent permitted by applicable law) in the following order:
9.2.1 First, to creditors, including the Member that is a creditor, in the order of
priority as required by applicable law;
9.2.2 Second, to reserve for contingent liabilities to be distributed at the time
and in the manner as the Managers determine in their reasonable
discretion; and
9.2.3 Thereafter, to the Members as set forth in Exhibit "A" hereto, or as
subsequently amended.
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9.3 Procedures for Winding Up. A reasonable time shall be allowed for the orderly
winding up of the business and affairs of the Company and the liquidation of its assets in order to
minimize any losses otherwise related to that winding up. If no Member remains upon
dissolution, all of the Successors in Interest by unanimous written consent may appoint a
liquidating trustee or agent to take charge of the winding up of the Company. No Member or
liquidating trustee having authority to wind up the Company's business shall purchase or
otherwise acquire, for his own account or for any Person related in ownership to such Member or
trustee, any real property, trade name, equipment, software, proprietary data or information or
other assets of the Company unless consideration therefor is paid to the Company in an amount
equal to its fair market value.
9.4 Deficit Capital Account. Upon liquidation, each Member shall look solely to the
assets of the Company for the return of that Member's Capital Contribution. No Member shall
be personally liable for a deficit capital account balance of that Member, it being expressly
understood that the distribution of liquidation proceeds shall be made solely from existing
Company assets.
9.5 Articles of Termination. When all of the Company's properties and assets have
been applied to the Company's debts or distributed to the Members, Articles of Termination
shall be executed and filed by the Managers or any Member as required by the Act.
ARTICLE 10
Miscellaneous
10.1 Governing Law. This Agreement shall be construed in accordance with, and
governed by, the laws of the State of Arizona, without regard to the application of conflicts of
law principles. Except in respect of an action commenced by a third party in another
jurisdiction, the parties agree that any legal suit, action or proceeding arising out of or relating to
this Agreement must be instituted in a State or Federal Court in the City of Phoenix, Maricopa
County, State of Arizona, and they hereby irrevocably submit to the jurisdiction of any such
court.
10.2 Notices. Notices may be delivered either by hand delivery, by private messenger
service, by e-mail, by facsimile or by mail. Any notice or document required or permitted
hereunder to a Member shall be in writing and shall be deemed to be given on the date received
by the Member; provided, however, that all notices and documents mailed to a Member in the
United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the
Member at its respective address as shown in the records of the Company, shall be deemed to
have been received five days after mailing.
10.3 Severability. If any provision of this Agreement shall be conclusively
determined by a court of competent jurisdiction to be invalid or unenforceable to any extent, the
remainder of this Agreement shall not be affected thereby.
10.4 Binding Effect. Except as otherwise provided herein, this Agreement shall inure
to the benefit of and be binding upon the Member and its respective successors and assigns.
13

10.5 Titles and Captions. All article, section and paragraph titles and captions
contained in this Agreement are for convenience only and are not a part of the context hereof.
10.6 Pronouns and Plurals. All pronouns and any variations thereof are deemed to
refer to the masculine, feminine, neuter, singular or plural as the identity of the appropriate
Person(s) may require.
10.7 No Third Party Rights. This Agreement is intended to create enforceable rights
between the parties hereto only, and creates no rights in, or obligations to, any other Persons
whatsoever.
10.8 Amendments. This Agreement may be amended only by a written instrument
signed in one or more counterparts by all of the Managers and the Majority of the Members;
provided, however, the Managers may revise this Agreement to comply with the Internal
Revenue Code, as amended, and regulations thereunder and may revise Exhibit "A" from time to
time in accordance with this Agreement. Provided further, this Agreement may not be amended
to eliminate or impair Maricopa County's ability or right to appoint a Manager to the Board of
Managers of the Company, except upon dissolution of the Company.
10.9 Representation by Counsel. Each of the parties has been represented by or has
had the opportunity to be represented by legal counsel of its own choice. The parties
acknowledge that the law film of Jennings, Strauss & Salmon, P.L.C., has acted solely as
attorneys for Company and not as attorneys for any other party hereto. This Agreement has been
negotiated among the parties and if there is any ambiguity, no presumption construing the
Agreement against a party shall be imposed because this Agreement was prepared by counsel for
the party or counsel for another party.
10.10 Ownership. Each of the members will have ownership of the property on which
their facility is located as set forth in Exhibit "B". Exhibit "B" will also designate that portion of
the property which is subject to common area restrictions. If a member withdraws pursuant to
Section 3.4, the access to the common area by the Company and its other members will terminate
and that member can take reasonable and prudent actions to separate its property from the
remaining property of the other members, to the extent that it is not inconsistent with existing
deed restrictions and in compliance with any previously recorded easements that exist on the
property as a whole.
10.11 Alternative Dispute Resolution. In the event of any dispute, claim, question, or
disagreement arising from or relating to this Agreement or the breach thereof, the
Members/Managers hereto shall use their best efforts to settle the dispute, claim, question or
disagreement voluntarily. To this end, they shall consult and negotiate with each other in good
faith and attempt to reach a just and equitable solution satisfactory to all parties.
If they are unable to reach a solution voluntarily, then, upon notice by any party to this
Agreement, the parties agree to endeavor to first resolve any such dispute by non-binding
mediation, to be conducted by a mediator mutually agreeable to all Members/Managers, the cost
14

of which mediation shall be shared equally by any Member/Manager who elects to participate in
the mediation. In the event that the parties are unable to mutually agree on a mediator, the
parties will request that CPR Institute for Dispute Resolution select an attorney to serve as
mediator from the CPR Panel of Distinguished Neutrals.
If they are unable to reach a solution through mediation, then, upon notice by any party to this
Agreement, the parties agree to submit any such dispute to binding arbitration, to be conducted
by an arbitrator mutually agreeable to all Members/Managers ; the cost of which arbitration shall
be shared equally by any Member/Manager who elects to participate in the arbitration. In the
event that the parties are unable to mutually agree on an arbitrator, the parties will request that
CPR Institute for Dispute Resolution select an attorney to serve as arbitrator from the CPR Panel
of Distinguished Neutrals. Judgment on the award entered by the arbitrator may be entered by
any court having jurisdiction thereof. If the parties agree, the mediator involved in the parties'
mediation may be asked to serve as the arbitrator.
IN WITNESS WHEREOF, the undersigned parties have executed this Operating
Agreement, effective as of the date first set forth above.
"Company" HUMAN SERVICES CAMPUS, L.L.C.
an Arizona limited liability company
By
Mark Holleran, managing director
"Managers" NORTHWEST ORGANIZATION FOR VOLUNTARY
ALIERNATIVES, INC., an Arizona corporation
By
Steve Carter, Executive Director
THE DIOCESAN COUNCIL OF SOCTFTY OF ST.
VINCENT DE PAUL, DIOCESE OF PHOENIX
Stephen Zabilski, Executive Director
CENTRAL ARIZONA SHELLER SERVICES, INC., an
Arizona corporation
By
Mark Holleran, Chief Executive Officer
15

ST. JOSEPH THE WORKER JOBS SERVICES, INC., an
Arizona corporation
Janet Gray, Executive Direc
Maric4a il County 7 I
il if
ByV-4, _ , 3,_,,.7 . -r
/' v
/
rAm Annette ' Stein, Program Administrator, Health Care for the
Homeless (Manager, as appointed by the Maricopa County
Board of Supervisors)
NORTHWEST ORGANIZATION FOR VOLUNTARY
AL1ERNATIVES, INC., an Arizona corporation
By '>A
Steve Carter, Executive Director
THE DIOCESEAN COUNCIL OF SOCIETY OF ST.
VINCENT DE PAUL, DIOCESE OE PHOENIX
By
Stephen J. Jenkins, President, Board of Directors
CENTRAL ARIZONA SHELTER SERVICES, INC., an
Arizona corporation
By
Mark Holleran, Chief Executive Officer
16

EXHIBIT A
Capital Contributions
Members Capital Contribution Ownership Percentages
NORTHWEST ORGANIZATION
FOR VOLUNTARY
AL1 ERNATIVES, INC. 33.3%
THE DIOCESEAN COUNCIL OF
SOCIETY OF ST. VINCENT DE
PAUL, DIOCESE OF PHOENIX 33..3%
CENTRAL ARIZONA SHELTER
SERVICES, INC.
33.3%
17