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The Nonprofit That Runs Downtown

Community Alliance for Main Street (CAMS) runs Heber City's downtown revitalization work under a sole-source contract negotiated, approved, and signed for the City by a man who also sits on CAMS's own board. What the arrangement is supposed to buy, who actually pays for it, and what still isn't accounted for.

The short version

Read the plain-words version →

WHERE
Heber City Main Street · Heber City · Wasatch County
WHO
  • Community Alliance for Main Street (CAMS) — Heber City nonprofit that runs downtown programming under a sole-source City contract ($39,900/year)
  • Matt Brower — Heber City Manager; CAMS board member since 2019; sole City signatory on the CAMS contract
  • Heber City Council — approved the CAMS agreement 5-0 on Jan. 20, 2026; ratified it April 21, 2026
  • Tom Stone — CAMS Chair / President; co-founder
  • Jeff Bradshaw — CAMS Treasurer; co-founder; CPA whose firm's address is on CAMS's Form 990-EZ
  • Dallin Koecher — CAMS board member; Heber Valley Chamber/CVB executive director; Wasatch Open Lands Board
  • Ryan Fritzsche — CAMS board member (City staff reports)
  • Kelsey Berg — CAMS board member (City staff reports)
  • Erik Rowland — CAMS board member; Wasatch County Council, Seat C
  • Nicole Ferguson — CAMS board member; Main Street furniture-store owner
  • Rachel Kahler — CAMS Executive Director (paid staff); former Heber City Council Member
  • Sid Ostergaard — Heber City Council Member; voted yes on the original CAMS agreement and its ratification
  • Utah State Auditor — received the complaint that led the City to re-notice the contract as sole-source
  • Utah Division of Corporations — state registry that listed CAMS as Active, but Delinquent when checked

What CAMS is, and why that part is normal

Cities partnering with an independent nonprofit to run downtown revitalization work is a well-established, nationwide model — not, by itself, a red flag.

Utah's own state Main Street Program, run through the State Historic Preservation Office, follows the same national framework used in over 1,200 communities across 40 states: a professionally managed downtown organization, "whether that entity is housed with a city or county, or is a stand-alone nonprofit," typically sustained by modest local government support alongside sponsorships and grants. CAMS holds Tier 2 accreditation in that statewide network.

So the basic shape of this arrangement — a city funds a nonprofit that handles beautification, downtown events, and business support — is ordinary. What follows is not a case against that model. It's an account of how this particular version of it was built and run.

CAMS's own materials answer the natural follow-up question directly: if local government already exists, why does a Main Street need its own nonprofit at all? Its stated answer is that city government manages a broad range of responsibilities and can lack a group focused specifically on a niche like a single downtown corridor. CAMS describes itself as filling that gap — not replicating the City's work, but complementing it, acting as a dedicated "specialist team" for Main Street's specific needs.

What the money is supposed to buy

Pulled directly from CAMS's own website and public materials — its stated deliverables, in its own words:

CAMS's own website lists Kahler under a page header reading "Here are just a few of the individuals who volunteer at CAMS," alongside three actual unpaid board members. Her Executive Director role is CAMS's one paid, City-funded position — describing it as volunteer service alongside genuine volunteers is a factual mismatch worth noting plainly, not a claim about anyone's intent.

Separately, CAMS's own January 2024 blog post names "Policy Influence" — engaging directly with local policymakers — as one of its four core activities. That claim predates CAMS's 501(c)(3) conversion by roughly two years, and sits in tension with the federal political-activity restrictions that came with it. See "A nonprofit that describes its own advocacy," below.

Who actually pays for it

CAMS's own materials state it does not collect membership dues from Main Street businesses. The actual cost structure runs through the City's general tax base instead:

What the City covers

  • $39,900/year direct payment, rising annually with CPI, paid quarterly in advance
  • Police services at CAMS events
  • Insurance
  • Marketing access (Ignition Creative)
  • Sound system contracts
  • Storage space in the old HL&P administration building

What CAMS keeps

  • 100% of event-sponsorship revenue, with one exception
  • Heber Market on Main sponsorships: split 50/50 with the City
  • Any additional TAP grant funding it pursues on top of the contract

Set against the deliverables list above — planters, murals, seasonal events, a modest annual calendar — the City funds nearly all of CAMS's cost of doing business while CAMS retains the revenue those same taxpayer-funded events generate. The City's own fiscal justification for the HMOM split says as much directly: staff wrote that the arrangement "should provide the City with a net increase in revenue as only a fraction of the weekly sponsorship[s] were sold in previous years" — meaning the City had been leaving that money on the table itself before handing the relationship to CAMS.

Two entities, not one

CAMS's own history page describes a continuous, 22-year organization. The state's own corporate filings tell a different story.

~2004CAMS organizes informally, founded by Tom Stone and Jeff Bradshaw following $15,000 in post-Olympics community grants — this is the basis for the "twenty-second year" language on CAMS's own site.
June 2, 2005The first corporate entity, Community Alliance for Main Street, is formally filed with the state.
October 4, 2006That entity is administratively dissolved by the state for non-compliance — roughly 16 months after filing.
2006–2019No CAMS corporate entity exists at all — a 13-year gap.
June 3, 2019A wholly new entity, Community Alliance for Main Street, Inc., is filed — the entity that holds today's City contract.
Nov. 22, 2024 (effective) / Sept. 3, 2025 (determination)The current entity is recognized by the IRS as a 501(c)(3), after — per its own history page — operating for years as a 501(c)(6) business league.
When checkedThe active entity was listed Active, but Delinquent with the Utah Division of Corporations as of when checked; this may have changed — missed its June 30, 2026 renewal deadline, updated to delinquent status July 14, 2026, after its last clean renewal on June 13, 2025.

Counted from the actual legal filings — not the informal founding story — the entity that signed the City's current contract is seven years old, not twenty-two, and its predecessor spent more of its existence dissolved than active.

On that same state filing, every director's address of record is a personal or business address — except one. Matt Brower's listed director address is 75 N Main St, Heber City: Heber City's own City Hall. The City Manager's board seat at an independent nonprofit is registered, on the state's own record, at the government building itself.

The board

Three independently-sourced records of who sits on CAMS's board — and none of them agree:

SourceDirectors listed
Utah Division of Corporations (state filing, updated 9/19/2024)Koecher, Bradshaw, Brower, Stone, Ferguson — 5
Heber City's own Jan./April 2026 staff reportsStone, Brower, Koecher, Bradshaw, Fritzsche, Berg, Rowland, Ferguson — 8
CAMS's own public "About" page (published 4/22/2026)Stone, Koecher, Rosendahl, Bradshaw, Rowland, Berg — 6, plus Kahler as staff

The state's own official record — the legally operative account of who actually directs this corporation — is missing three of the eight people everyone else treats as sitting board members: Ryan Fritzsche, Kelsey Berg, and Erik Rowland. Utah law (§16-6a-1607) requires nonprofits to file an annual report naming current directors, but the only consequence for missing or outdated filings is the same delinquency/dissolution mechanism already documented on this page — the law doesn't require this filing to match what a city reports or what the organization's own website says, so a three-way mismatch like this one isn't something the statute is built to catch. That makes this a real caveat, not a reason to set the discrepancy aside: state nonprofit filings only update when a renewal is filed, so this could reflect an administrative lag rather than proof those three were never properly added. Per Heber City's own staff reports, current voting members are: Tom Stone (Chair), Matt Brower, Dallin Koecher, Jeff Bradshaw (Treasurer), Ryan Fritzsche, Kelsey Berg, Erik Rowland, and Nicole Ferguson. Executive Director Rachel Kahler is staff, not a board member.

City Manager

Matt Brower

Board member since 2019. Sole city signatory on the CAMS contract; authored the staff report recommending it; approved it as a CAMS board member a week before the City Council vote. Full profile →

Heber Valley Chamber/CVB Exec. Director

Dallin Koecher

Also on the Wasatch Open Lands Board; his posted WOLB disclosure lists only his Chamber role, omitting CAMS. Full profile →

Chair / President

Tom Stone

Heber resident since 1986; co-founded CAMS with Bradshaw. Disqualified from a 2024 school board race over a late disclosure; that suit was dismissed against him.

Treasurer

Jeff Bradshaw

Co-founded CAMS with Stone; registered agent on its original, later-dissolved 2005 entity. A practicing CPA and partner at his own firm, Bradshaw Smith & Co, since 1974. CAMS's federal tax filing is filed under his name, from his firm's own office.

Board Member

Ryan Fritzsche

Owner of a Heber City payment-processing company (MSS Pay). Runs a business address on the same Main Street corridor as CAMS's own PSA notice address.

Board Member

Kelsey Berg

Government Relations lead for the Utah 2034 Olympic Organizing Committee; previously VP of Government Relations at the Larry H. Miller Company.

Wasatch Co. Council, Seat C

Erik Rowland

Filed a blanket "no conflict of interest" county disclosure covering eight documented positions and entities, CAMS among them.

Board Member

Nicole Ferguson

Main Street furniture-store owner; has publicly described Main Street as effectively unwalkable — the exact problem CAMS's own mission targets.

Executive Director (staff)

Rachel Kahler

Former Heber City Council Member. CAMS's Utah nonprofit filing status shows "Delinquent"; her 2026 county disclosure has an unresolved gap.

The contract

The City's Professional Services Agreement with CAMS runs Jan. 1, 2026 through Dec. 31, 2028, auto-renewing annually, awarded through sole-source procurement rather than competitive bidding. The staff report's stated justification: CAMS's history, its downtown relationships, and the cost/time of transitioning to a new vendor.

The agreement was re-noticed as sole-source with 10 days' legal notice after a complaint to the Utah State Auditor. Out of what staff called "an abundance of caution," the City solicited comparison quotes from two Park City-based nonprofits — both of which indicated the work would cost significantly more than CAMS's $39,900.

The signed agreement recites that the City "caused this Agreement to be signed by its mayor and attested by its city recorder." The actual signature block contains only one line — Matt Brower, City Manager. No Mayor's signature, no Recorder attestation. The same person negotiated the deal, approved it as a CAMS board member, authored the staff report recommending it, and is its sole named city signatory.

CAMS's own bylaws separately require formal Board approval of any "self-dealing transaction." Whether the City contract was ever reviewed under that provision is not established in any document obtained so far.

The money that doesn't add up

Three CAMS-originated documents describe the same 2024 fiscal year with three different totals:

Source2024 figure
Form 990-EZ, Line L ("gross receipts")$193,966
Schedule A, Part III ("public support")$191,115
CAMS's own internal balance sheet (total income)~$387,933

The first two are close enough to plausibly reconcile through ordinary accounting differences. The third is not — it's roughly double either federal figure, on the same year, from CAMS's own books.

$193,966 Form 990-EZ Line L $191,115 Schedule A Part III $387,933 CAMS's own balance sheet 2024 revenue reported

CAMS's Form 990-EZ is filed "% Jeffery M. Bradshaw," using the address and phone number of Bradshaw Smith & Co — Bradshaw's own private CPA practice, not a CAMS office. He's held the Treasurer role since co-founding the organization. That means CAMS's federal financial reporting runs through one board member's own accounting firm, which makes the three-figure discrepancy above a narrower, more answerable question than it might otherwise be: the person best positioned to reconcile it is already on the board.

Separately, 2024 spending was dominated almost entirely by a single line: $347,465.54 for "Main Street Beautification," about 90% of that year's budget, with no itemization available anywhere public and no board minutes on file for the year it occurred. The following year, that same line fell roughly 99%, while total income fell roughly 73% — a pattern that reads as a single large, unexplained project rather than routine year-to-year spending.

A nonprofit that describes its own advocacy

CAMS's January 2024 blog post, "CAMS Advocacy Initiatives," states plainly: "Advocacy is at the core of our mission... engag[ing] in dialogues with local policymakers to influence decisions impacting Main Street." That post predates CAMS's 501(c)(3) conversion, which took effect Nov. 22, 2024 — meaning it describes CAMS's own self-understanding as an advocacy organization from before, not after, its current tax status began.

The rule CAMS is required to follow right now, as of Nov. 22, 2024, is the 501(c)(3) standard — not the looser rules that applied to the 501(c)(6) classification it says it held before. Specifically: lobbying cannot be a "substantial part" of its activities (the IRS has never set an exact percentage, but a 1955 court case treated roughly 5% of an organization's time and effort as the outer edge of "insubstantial"), and it is absolutely barred from supporting or opposing any candidate or political party, in any form. A 501(c)(6) business league — what CAMS says it operated as for most of its earlier history — was never subject to either of those restrictions in the same way. Violating them can cost an organization its tax-exempt status outright.

So the plain answer to "are they allowed to do politics": no campaign involvement of any kind, ever, under their current status — and only a small, non-dominant amount of legislative lobbying. What isn't established by anything in hand is whether CAMS's "Policy Influence" activity continued, unchanged, after Nov. 22, 2024 took effect. The Jan. 2024 post shows what CAMS considered its own mission before the conversion; it doesn't show what it's actually done since.

Scoring the structure

This scorecard measures oversight and accountability — whether the public can see, question, and check this arrangement. It does not measure whether the flowers get planted or the events happen. Nothing in the record reviewed here suggests CAMS's actual programming has failed; the deliverables list above is real. What follows is a separate question: is anyone positioned to catch it if something goes wrong?

Community Alliance for Main Street — governance scorecard

Net score: −14 of a possible +21 — verdict: structurally compromised

DimensionNetWhy
Transparency−3Three unreconciled revenue totals for the same year; no public board minutes despite a bylaws requirement; a $347,465.54 expense with no itemization anywhere public.
Conflicts of interest−3One person — the City Manager — sits on both sides of the transaction: board member, contract negotiator, staff-report author, and sole city signatory.
Appointment accountability−2CAMS's own public board list conflicts with the City's staff report from one day earlier, with three names dropped and one added, unexplained.
Public participation−2No evidence of public comment or posted agendas at CAMS's own board level; the only public input on record happened at City Council, not at CAMS.
Structural independence−2The City provides police, insurance, marketing, and storage, negotiates through a sitting board member, and CAMS's Executive Director is a former City Council Member.
Compliance / enforcement−3The active entity was listed as delinquent with the state when checked (this may have changed) while holding an active public contract, with no evidence of any consequence.
Mandate specificity+1Bylaws and contract both define CAMS's scope, services, and payment terms in specific, checkable language.

Scored against the same seven-dimension rubric used for the Prosecutor Conduct Commission and other appointed Utah bodies. Design and outcome are graded separately in this project's methodology — a structure can be run this way and still produce acceptable results, or the reverse. This score addresses the structure only.

Open questions

  1. Is CAMS currently in good standing with the Utah Division of Corporations — and if not, how long has it been delinquent, and does the City check that before contracting with a vendor?
  2. What specifically did the $347,465.54 "Main Street Beautification" line fund in 2024, and why did that spending fall roughly 99% the following year?
  3. Which of CAMS's three different 2024 revenue figures is accurate, and why don't its own documents agree with each other?
  4. Was the Heber City contract ever formally reviewed and approved as a "self-dealing transaction" under CAMS's own bylaws, given a sitting City Manager sat on both sides of it?
  5. Why does the signed contract's recital describe a Mayor's signature and Recorder attestation that don't appear anywhere on the actual signature page?
  6. CAMS's current public board list doesn't match the board named in the City's own staff report one day earlier — has the board actually changed, when, and why wasn't that reported?
  7. If CAMS operated as a 501(c)(6) for years before 2024, as its own history page claims, where are its federal tax filings from that period?
  8. Council Member Sid Ostergaard voted yes on both the original CAMS agreement and its later ratification — has the unverified public claim that he separately benefited from a contract the City Manager awarded ever been confirmed or resolved either way?

What it would take to run like other Main Street programs

None of this requires CAMS to stop existing or the City to stop funding downtown work. Most Main Street organizations nationally operate with the following as baseline practice — the gap here is between that baseline and what's currently documented, not between CAMS and some impossible standard.

  1. Resolve and maintain state corporate standing. A vendor holding an active public contract should not be delinquent with the state at the same time — this is a compliance step, not a judgment call.
  2. Separate city staff roles from nonprofit board seats. A City Manager or other city employee negotiating, approving, and signing a contract with an organization they also govern is the single largest structural gap here. Most Main Street models keep the city's role advisory or funding-only, without a dual seat.
  3. Competitive procurement for a recurring contract. Sole-source renewal, year after year, without competitive bidding, is the exception nationally, not the rule, for an ongoing public contract of this size.
  4. One reconciled set of books. CAMS's own documents currently show three different totals for the same fiscal year. A single, itemized, internally consistent financial statement — with large line items like the 2024 Beautification expense actually itemized — is standard nonprofit practice, not an unusual ask.
  5. Board minutes posted on the schedule CAMS's own bylaws already require. The 45-business-day requirement exists on paper; it isn't being met in practice.
  6. Financial administration independent of a board member's own firm, or, at minimum, clear disclosure of the arrangement. A Treasurer's private accounting practice handling the nonprofit's federal filing isn't unheard of for a small organization, but it should be a disclosed, board-acknowledged arrangement rather than something a reader has to piece together from a phone number.
  7. Accurate public labeling of paid staff versus volunteers. A City-funded Executive Director position should not appear under a "volunteer" header.
  8. One board roster that matches across the state filing, the City's records, and CAMS's own website. Right now there are three different lists.

Who's actually supposed to catch this

Every gap on this page has a body that's nominally responsible for catching it. Laid out plainly, most of those checks turn out to be reactive, self-reported, or triggered only by someone filing a complaint — not routine verification.

What needs checkingWho's nominally responsibleGradeWhat that means in practice
Corporate good standingUtah Division of CorporationsDEnforcement is automatic and slow — a missed renewal shows as "Delinquent" and eventually triggers administrative dissolution if never fixed, the same as CAMS's own 2005 entity. No one there reviews governance, finances, or contracts; it's a renewal-fee system, not an oversight body.
Whether CAMS's books match what it reportsNo one, at this sizeFUtah imposes no independent-audit requirement for nonprofits at any revenue level — state law (§16-6a-1607, §13-22-15) only requires filing a copy of the same federal return already sent to the IRS. CAMS's 990-EZ, filed under its own Treasurer's name from his own accounting firm, is not independently verified by anyone before or after filing.
Federal 501(c)(3) complianceIRSDOversight exists but is complaint- or audit-driven; the IRS does not routinely monitor a small nonprofit's day-to-day spending or verify individual expense lines like the 2024 Beautification total.
Charitable solicitation registrationUtah Division of Consumer ProtectionDRequired under §13-22-6 for nonprofits soliciting public donations — not yet confirmed whether CAMS is registered; a separate, checkable open item.
Sole-source procurement complianceHeber City itselfFThe City both grants and reviews its own procurement exception. The only outside check that occurred here was a complaint filed with the Utah State Auditor — reactive, not routine.
The City Manager's outside board seatsHeber City CouncilFThe Council hires, sets contract terms for, and can terminate the City Manager for cause — but the same Council approved the sole-source CAMS contract 5-0 the same night its own minutes recorded "no conflicts disclosed." No state body independently reviews a city manager's outside nonprofit roles.
CAMS deals that benefit its own board members (what its bylaws call “self-dealing”)CAMS's own BoardFThe bylaws require the Board to approve any “self-dealing” transaction (the bylaws' term) — but the Board approving a deal that benefits one of its own members is self-review, not independent review, and whether this provision was ever formally invoked here is unconfirmed.

Overall oversight grade: D−

Not a flat F, because the pieces of a real oversight system technically exist on paper — a corporate registry, an IRS enforcement power, a Council with hire/fire authority, bylaws with a “self-dealing” clause. The grade is this low because every one of them is either reactive (waits for a complaint), automatic-but-toothless (a renewal deadline), or the same party reviewing itself. Nothing in this structure catches a problem before it becomes public — every finding on this page came from an outside person reading the documents, not from any of these mechanisms working as designed.

Questions to ask, and to whom

Connecting stories

Sources

Sources — click to open (with links)
  • CAMS official history and "About" pages, hebercity-cams.org
  • CAMS "volunteer" profile page (Stone, Kahler, Ferguson, Bradshaw), hebercity-cams.org
  • CAMS Form 990-EZ, FY2024, ProPublica Nonprofit Explorer, filed under Jeffery M. Bradshaw
  • CAMS Schedule A (Form 990), FY2024, IRS e-file submission dated Nov. 17, 2025
  • Utah Division of Corporations business entity search, "Community Alliance for Main Street" and "Community Alliance for Main Street, Inc." — entity #11326836-0140, including officer/director and status detail
  • Heber City Council staff reports and minutes, Jan. 6 and Jan. 20, 2026; April 21, 2026 ("Ratification of CAMS Agreement")
  • Heber City Professional Services Agreement with CAMS, effective Jan. 1, 2026
  • CAMS bylaws, signed July 26, 2023
  • CAMS internal financial statements / balance sheet, 2024–2025, Grand Valley Bank
  • CAMS blog: "CAMS Advocacy Initiatives," Jan. 24, 2024; other 2024 posts by "Rachel" (Kahler)
  • Heber Valley Chamber of Commerce, "Business of the Month" profile, May 2026
  • Bradshaw Smith & Co CPA's, "About Our Team" page, bradshawsmithcpa.com
  • Park Record profile of Rachel Kahler (New Year's resolutions piece)
  • May 7, 2024 Heber City TAP grant applicant packet
  • Utah Code §16-6a-1607 and §13-22-15 (nonprofit annual reporting requirement); §13-22-6 (charitable solicitation registration); National Council of Nonprofits, state audit requirement survey
  • Congressional Research Service, "Tax-Exempt Organizations Under Internal Revenue Code Section 501(c): Political Activity Restrictions" (26 U.S.C. §501(c)(3) lobbying and campaign-activity rules)
  • Utah Code §16-6a-1607 (nonprofit annual report requirement, current directors/officers) and §16-6a-1608
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