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MEMORANDUM OF UNDERSTANDING #23-0 between Maricopa County Administered by its Human Services Department an Arizona municipal corporation, located at 234 N Central Ave. Suite 3000, Phoenix, AZ 85004 and Arizona Community Action Association (dba "Wildfire”) an Arizona non-profit corporation, located at 340 E Palm Lane Suite 315, Phoenix, AZ 85004 ____________________________________________________________________________ This financial Memorandum of Understanding (hereafter "MOU") is between Maricopa County administered by its Human Services Department (“Contractor”) and Arizona Community Action Association (“Wildfire”). The Contractor and Wildfire collectively are referred to as the “Parties” and individually as the “Party.” The MOU shall be effective on March 14, 2023, or when the Parties have signed, whichever is later and will terminate on September 29, 2023; or otherwise mutually agreed. • This Agreement may be extended for an additional one (1) year term. To be considered for an one (1) year term extension, all requirements must be met. The Contractor will at a minimum: ▪ Achieve services and performance indicators disclosed herein and Exhibit A ▪ Submit contact, site updates. ▪ Ensure clients meet eligibility requirements. The funding amount for each subsequent extension term may vary. Funding is determined based on the grant amount awarded to Wildfire; which is measured in part by the timely submission of required financial and program reports. The purpose of the Diaper Distribution Demonstration and Research Pilot (DDDRP) is to evaluate the ability of Community Action Agencies (CAAs), social services agencies, and other non-profit community organizations to provide diapers and diapering supplies on a consistent basis through diaper distribution programs while also offering support services for families with low incomes. DDDRP guidelines are subject to change and Contractor agrees to comply with all said changes imposed by DDDRP and communicated by Wildfire. The parties of this MOU agree as follows: I. CONTRACTOR RESPONSIBILITY: SCOPE OF SERVICES The Contractor will provide the following services in support of the Wildfire-Diaper Bank of Southern Arizona, Inc. (AZDB) Federal Award / FAIN: #90EDA0002, Assistance Listing Number 93.647. Federal Award Project Title; Two-year DDDRP. 1.1 Provide in kind match through maintenance of effort in the value of $500 dollars in support of allowable direct program delivery expenses.; 1.2 Receive and distribute 701,048 diapers to households residing within the Contractor’s geographic service area, over the course of the MOU term in accordance with the distribution formula; 1.3 Establish appropriate safeguards to protect the confidentiality of shared Client Data and to prevent unauthorized use or access. Specifically, each Contractor shall implement and maintain an information security management policy with standards that are no less rigorous than accepted industry practices, comply with all applicable laws to protect the Customer Data from unauthorized access, destruction, use, modification, or disclosure; 1.4 Comply with all terms and conditions set forth in Exhibit A 1.5 Provide a range of support services to the beneficiaries of the diaper programs; 1.6 Participate fully in the federal evaluation of DDDRP and follow all evaluation protocols; 1.7 Promptly notify Wildfire of any changes to approved project staff positions funded under this MOU. II. WILDFIRE RESPONSIBILITY 2.1 Wildfire agrees to pay the Contractor an administration fee of $4,886.36 for the first year. Second year administration fee may vary depending on second year Award to Wildfire; 2.2 Wildfire, in partnership with the AZDB, agrees to provide all necessary training and program and policy documentation to administer the DDDRP program; 2.3 Wildfire will provide training and technical assistance (T/TA) to Contractor to help them expand and/or strengthen existing diaper distribution program operations, data gathering and/or reporting. III. RESPONSIBILITY AND LIMITS OF LIABILITY Each party of this MOU shall be responsible for its own Liability and agrees to indemnify and hold harmless the other party and its employees from and against any and all liabilities, claims, demands, damages and costs whatsoever, without limitations, including reasonable attorney's fees arising from any act or failure to act, of any kind whatsoever, occurring in the performance of this MOU. IV. DEFINED RELATIONSHIP This MOU provides for the basis to begin the business relationship between the Contractor and Wildfire. This MOU is intended to be a tool that may be negotiated, modified, or amended by mutual agreement. Either party shall make no other agreements that would in any way contradict, conflict, or otherwise place either signor in a position of harm or liability. V. TERMINATION/MODIFICATION OF MEMORANDUM OF UNDERSTANDING This MOU may be terminated by either party by giving written notice at least 30 days prior to the effective date of such termination. This MOU may be modified and/or amended by Wildfire in writing to comply with DDDRP guideline changes and requirements as needed. VI. WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-393.01 If the Contractor engages in for-profit activity and has 10 or more employees, and if this Agreement has a value of $100,000 or more, then the Contractor certifies it is not currently engaged in, and agrees for the duration of this Agreement not to engage in, a boycott of goods and services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. VII. UYGHUR FORCED LABOR PREVENTION ACT (UFLPA) 7.1 Pursuant to A.R.S. § 35-394, the Contractor certifies that it is not currently using, and agrees for the duration of this Agreement to not use: 7.1.1 the forced labor of ethnic Uyghurs in the People’s Republic of China; 7.1.2 any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; and 7.1.3 any contractors, subcontractors, or suppliers that use the forced labor of ethnic Uyghurs in the People’s Republic of China. 7.2 The Contractor further acknowledges and agrees that: 7.2.1 if the Contractor becomes aware during the term of this Agreement that it is not in compliance with this certification that the Contractor will notify Wildfire within five (5) business days after becoming aware of the noncompliance; and 7.2.2 if the Contractor does not provide Wildfire with a written certification that the Contractor has remedied the noncompliance within one hundred eighty (180) after giving notice thereof, the same shall constitute a material breach of this Agreement, which shall then terminate automatically, except that if the Agreement termination date occurs before the end of the remedy period, this Agreement terminates on the Agreement’s termination date. 7.3 Wildfire retains the legal right to inspect the records of the Contractor to ensure compliance with this certification for the duration of this Agreement. [Signatures contained on the following page] VIII. VI. SIGNATURES The parties to the MOU hereby agree to any and all provisions as stipulated. APPROVED BY: MARICOPA COUNTY ____________________________________ Clint Hickman, Chairman Date Board of Supervisors Attested to: Juanita Garza, Date Clerk of the Board Date APPROVED AS TO FORM: Deputy County Attorney Date Wildfire Name Kelly E McGowan Title Interim Executive Director Sign / Date