WILDFIRE UTILITY ASSITANCE AGREEMENT FULLY EXECUTED.PDF

C-22-19-040-3-00
wildfire
01111nonity Action
to End Poverty in Arizona
INDEPENDENT CONTRACTOR AGREEMENT
2019-20 Utility Assistance Programs
Contract No. 07012019-20
This INDEPENDENT CONTRACTOR AGREEMENT (this "Agreement") is entered
into as of the Effective Date set forth below by and between Maricopa County - Fluman
Services (hereinafter "Contractor") and Arizona Community Action Association DBA Wildfire,
an Arizona nonprofit corporation DBA Wildfire (hereinafter "Wildfire").
RECITALS:
A, Wildfire is a nonprofit organization that, as part of its mission to promote
economic self-sufficiency for low-income Arizonans, administers energy program funding to
provide weatherization services, utility repair and replacement, utility deposits and bill assistance.
B. Wildfire is receiving or expects to receive during the term of this Agreement
funding from the fund sources in Section 1 (the "Fund Sources") pursuant to Program Documents
(as defined in Section 4),
C. Wildfire desires to subcontract with Contractor to obtain assistance with
fulfilling Wildfire's obligations under the Program Documents and Contractor desires to receive
the funding described herein and use it to provide services in accordance with the Program
Documents and this Agreement.
THEREFORE, in consideration of the terms and conditions kt forth in this Agreement
and intending to be bound, Wildfire and Contractor hereby agree as follows:
Services and Programs.
1.1 Services. Contractor agrees, under the terms and conditions of this Agreement,
to perform the following services for the programs listed in Section 1.2: (1) conduct application
intake services, (ii) make eligibility determinations, and (iii) where applicable, conduct
weatherization work, utility deposits, repair and replacement work, and (iv) bill assistance.
Contractor shall perform the foregoing services during the term set forth in Section 2. Wildfire
will not exercise control over the specific methods used by Contractor or the specific manner in
which Contractor performs services under this Agreement, but Contractor shall follow Wildfire's
instructions as to the result to be achieved. Contractor will receive Wildfire's instructions through
an employee of Wildfire who is appointed to manage the program ("Program Manager").
Contractor may also receive instructions from a Wildfire employee designated to serve as a liaison
between Wildfire and Contractor ("Monitor").
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1.2 Fund Sources. For purposes of this Agreement, the programs, Fund Sources and
amount of funding to be allocated to Contractor will be as set forth in Attachment 1.
Attachment 1, which highlights certain provisions of the Program Documents, is provided
for Contractor's convenience and is not intended to be an exhaustive description of all material
terms of the Program Documents. Contractor is advised to carefully review the Program
Documents in their entirety. In the event of any conflict between this summary and the Program
Documents, the terms of the Program Documents will control.
1.3 Training. Contractor will participate in any training provided by Wildfire on
dates and times selected by Wildfire.
1.4 Program Modification, Wildfire and the Fund Sources reserve the right to
modify program eligibility guidelines and Program Documents. Contractor agrees to implement
and comply with any and all modifications immediately after receipt of written notice of such
modifications.
2. Term and Termination.
2.1 Term. Unless sooner terminated pursuant to Section 2.2, the term of this
Agreement will be for one year beginning on the later of full execution of this Agreement on July
1, 2019 (the "Effective Date") and ending on June 30, 2020.
2.2 Termination. Either Wildfire or Contractor may terminate this
Agreement at any time, for any or no reason, by giving thirty (30) days written notice to the other
party of its election to terminate. If a Fund Source terminates a program or otherwise discontinues
funding to Wildfire, then this Agreement will automatically terminate as to any services to be
provided for that Fund Source.
2.3 Effect of Termination; Survival. Upon termination, Contractor's
obligation to peiform further services for Wildfire shall terminate and Wildfire's obligation to
provide funding to Contractor for such services shall terminate, but the remainder of this
Agreement shall continue in full force and effect.
3. Funding; Expenses; Nature of Relationship.
3.1 Funding; Payments to Contractor. Not later than the 15th day of each month,
Contractor will ensure that all services performed during the prior month are represented correctly
in the Wildfire Grants Management System (G1VIS) as required by Section 4. After the 15' day
of each month, Wildfire will endeavor to review Contractor's activities from the prior month and
give notice to Contractor of any disallowed items within ten (10) business days. Wildfire will
submit all approved portions of Contractor's activities to the applicable Fund Sources. Contractor
acknowledges and agrees that all activities are subject to approval by the Fund Sources and
Wildfire's approval does not bind any Fund Source or constitute a guarantee by Wildfire of
payment to Contractor.
3.2 Request for Additional Funds. Contractor may submit in writing a request for
additional funds to Wildfire no earlier than November 30 of the current contract year. Requests
for additional funds will be submitted to the Home Energy Assistance Fund Advisory Board of
Directors on the next available agenda. Approval of request(s) will be based on: a) there are
340 E Palrn Lane, Suite 315 Phoenix, AZ 05004 1 602.604.0640 wild fireaz.org

adequate funds available; b) agency is at an expenditure rate to ensure any additional funds will
be expended; c) request is not being used to cover over expenditures. All approved requests will
be submitted to the Wildfire Board of Directors on the next available agenda for final review and
approval.
3.3 Reimbursement of Expenses. Wildfire may provide certain materials and
supplies to Contractor for use in performing services under this Agreement. Except for such
materials and supplies, and except to the extent the Program Documents permit reimbursement
of expenses from the Fund Sources, Contractor shall be responsible for expenses that it incurs in
performing services under this Agreement, and shall not be entitled to reimbursement from
Wildfire.
3.4 Expenditures. Wildfire reserves the right to terminate, reduce, or reallocate
funds to another Contractor within the service territory, if Contractor's expenditure rate is not at
a percentage to ensure one hundred percent expenditure of funds within the contract period.
Wildfire will conduct a review of agency expenditures on a quarterly basis, and will notify the
Contractor of any concerns. It is the responsibility of the Contractor to monitor all contract
expenditures and to ensure that no over expenditures occur. If an over expenditure occurs, the
Contractor is responsible for absorbing and/or returning the amount of the payment.
3.5 Advance Payments, Contractor may request a one-time advance in accordance
with the established One-Time Advance Payment Policy approved by the Home Energy
Assistance Advisory Board of Directors and the Wildfire Board of Directors. Contractor may
request the Advance Request Form through Wildfire, if needed.
3.6 Nature of Relationship. As between Wildfire and Contractor, Wildfire shall have
the same rights as the Funding Sources have under the applicable Program Documents,
Contractor shall have only those rights expressly provided to Contractor under this Agreement.
The relationship between Wildfire and Contractor shall be that of independent contractors for
purposes including tax law purposes and employment law purposes and not that of employer-
employee, partners, joint ventures, or otherwise. Contractor acknowledges and agrees that
Contractor shall have no right or opportunity to participate in any employee benefits plans,
compensation plans, or other benefits that Wildfire may offer to its employees, and that Contractor
will not be treated as an employee for purposes of workers compensation laws, employment laws,
or tax laws, including without limitation federal and state income tax laws, social security tax
laws and unemployment contribution laws. Contractor agrees to comply with all laws applicable
to independent contractors including, but not limited to, professional and tax licensing
requirements and reporting and payment of applicable federal, state and local taxes, including
without limitation income taxes and self-employment taxes.
3.7 Indemnification. Contractor agrees to indemnify, defend and hold Wildfire and
its directors, officers, employees and agents harmless for, from and against any tax or other
liabilities, losses, costs, expenses (including attorneys' fees and court costs), penalties, claims,
demands resulting from or arising out of a breach of this Agreement by Contractor or Contractor's
employees or agents, or resulting from or arising out of rendering services under this Agreement
by Contractor or Contractor's employees or agents or to the extent caused by the negligence or
intentional misconduct of Contractor or Contractor's employees or agents. Wildfire agrees to
indemnify, defend and hold Contractor and its directors, officers, employees and agents harmless
for, from and againSt any liabilities, losses, costs, expenses (including attorneys' fees and court
costs), penalties, claims, demands to the extent caused by the negligence or intentional
misconduct of Wildfire or Wildfire's employees or agents.
340 E Palm Lane, Suite 315 Phoenix, AZ 85004 I 602.604.0640 Wildfir'eaz.org

3.8 Insurance.
3.8.1 Contractor and any subcontractors shall procure and maintain, until all of their
obligations have been satisfied, insurance against claims for injury to persons or damage to
property which may arise from or in connection with the performance of the services hereunder
by Contractor or Contractor's agents, representatives, employees or subcontractors. Contractor
shall also procure and maintain all additional insurance coverage required by the Program
Documents.
3.8.2 The insurance requirements herein are minimum requirements for this
Agreement and in no way limit Contractor's indemnity obligations contained in this Agreement.
Wildfire makes no representation or warranty that the minimum limits contained herein are
sufficient to protect Contractor from liabilities that might arise out of the performance of the work
under this contract by Contractor, its agents, representatives, employees or subcontractors, and
Contractor is free to purchase additional insurance.
3.8.3 Contractor shall provide coverage with limits of liability not less than those stated
below.
a,) Commercial General Liability — Occurrence Form
General Aggregate: The policy will have a combined single limit of $2,000,000
for each occurrence for bodily injury and property damage. The policy shall include
bodily injury, property damage, personal injury and broad form contractual liability.
• The policy shall be endorsed to include the following additional insured language:
"Arizona Community Action Association (dba Wildfire) shall be named as additional
insured with respect to liability arising out of the activities performed by or on behalf
of the Contractor".
• The policy shall contain a waiver of subrogation against Arizona Community Action
Association (dba Wildfire) and its officers, officials, agents, and employees for losses
arising from work perfoinied by or on behalf of the Contractor.
b) Automobile Liability
Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles
used in the performance of this Agreement.
• Combined Single Limit (CSL) $ 1,000,000
• The policy shall be endorsed to include the following additional insured language:
"Arizona Community Action Association DBA Wildfire shall be named as additional
insured with respect to liability arising out of the activities performed by or on behalf
of the Contractor, involving automobiles owned, leased, hired or borrowed by the
Contractor".
c) Worker's Compensation and Employers' Liability
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The policy will cover all obligations imposed by federal, state and local statutes with
jurisdiction over Contractor's employees.
The policy shall contain a waiver of subrogation against Arizona Community Action
Association (dba Wildfire) and its officers, officials, agents, and employees for losses
arising from work performed by or on behalf of the Contractor.
3.8.4 Wherever additional insured status is required, such additional insured shall be
covered to the full limits of liability purchased by the Contractor, even if those limits of liability
are in excess of those required by this Agreement. The Contractor's insurance coverage shall be
primary insurance with respect to all other available sources. Coverage provided by the
Contractor shall not be limited to the liability assumed under the indemnification provisions of
this Agreement,
3,8.5 Each insurance policy required by the insurance provisions of this Agreement
shall provide the required coverage and shall not be suspended, voided, canceled, or reduced in
coverage or in limits except after thirty (30) days prior written notice has been given to Wildfire.
18.6 Insurance is to be placed with duly licensed or approved non-admitted insurers
in the state of Arizona with an "A.M. Best" rating of not less than A- VII. Wildfire makes no
representation or warranty that the above-required minimum insurer rating is sufficient to protect
Contractor from potential insurer insolvency. If Contractor utilizes the Social Service Contractors
Indemnity Pool (SSCIP) or other approved insurance pool for insurance coverage, SSCIP or the
other approved insurance pool is exempt from the A.M. Best's rating requirements listed in this
Agreement. If Contractor chooses to use SSCIP or another approved insurance pool as its
insurance provider, Contractor would be considered in full compliance with insurance
requirements relating to the A.M. Best rating requirements.
3.8.7 Contractor shall furnish Wildfire with certificates of insurance (ACORD form or
equivalent approved by Wildfire) as required by this Agreement. The certificates for each
insurance policy are to be signed by a person authorized by that insurer to bind coverage on its
behalf. All certificates and endorsements are to be received and approved by Wildfire before
services commence. Each insurance policy required by this Agreement must be in effect at or
prior to commencement of services under this Agreement and remain in effect for the duration of
the term of this Agreement. Failure to maintain the insurance policies as required by this
Agreement, or to provide evidence of renewal, is a material breach of contract.
3.8.8 Contractor's certificate(s) shall include all subcontractors as insureds under its
policies or Contractor shall furnish to Wildfire separate certificates and endorsements for each
subcontractor. All coverages for subcontractors shall be subject to the minimum requirements
identified above.
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4. Compliance with Terms of Funding.
4.1 Contractor's Compliance with Terms of Funding. Contractor acknowledges that
Contractor's services will be part of the programs funded by the Funding Sources in Section I
pursuant to the Program Documents. Contractor agrees it will be bound by and will comply
with all terms and conditions of the Program Documents, including without limitation all
indemnification and insurance obligations. The "Program Documents" consist of the
Attachments and Exhibits hereto and any written policies and procedures that Wildfire may
send to Contractor from time to time, all of which are incorporated herein by this reference.
The Program Documents require Wildfire to submit certain periodic reports to the Fund
Sources. Contractor agrees to cooperate with Wildfire in preparing these reports. In addition,
Contractor agrees to comply with all other reporting obligations under the Program Documents,
4.2 Grants Management System Database (GMS). Contractor will ensure that
applications from all fund sources will be directly entered into the GMS Database, or
transferred electronically, in accordance with the policies outlined in the Program Documents.
5. Confidential Information.
5.1 Contractor's Obligation of Confidentiality. Contractor recognizes that as a result
of this Agreement and Contractor's performance of services hereunder Contractor will have
access to confidential information ("Confidential Information"). Contractor will keep the
Confidential Information it receives confidential at all times and will not, without the prior written
consent of Wildfire, disclose Confidential Information to any person other than its legal counsel
and other parties authorized by Wildfire in writing prior to the disclosure of the Confidential
Information (such legal counsel and other authorized parties will hereinafter be collectively
referred to herein as the "Representatives") who need to know the Confidential Information.
Contractor agrees to inform its Representatives of the confidential nature of the Confidential
Information and to obtain their agreement to be bound by the terms of this Section 5 for the benefit
of Wildfire. Contractor agrees to treat and use Confidential Information in a manner that is
consistent with protecting such information. Contractor agrees that it will be responsible for any
unauthorized use or disclosure of Confidential Information or other non-compliance with this
Agreement by any Representative or other agents, or by any other person who obtains access to
Confidential Information from, or due to the fault of, Contractor. Any such non-compliance will
constitute a breach of this Agreement by Contractor.
5.2 Definition of Confidential Information. Confidential Information includes
without limitation any information in whatever form, whether documents, computer disks,
computer drives, computer chips, audio tapes or video tapes, that are marked with the legend
"confidential" or other notice of similar meaning or are otherwise treated as confidential by
Wildfire. Whether or not indicated to be confidential, the following information shall be deemed
to constitute Confidential Information: all data collected from applicants for assistance and
program participants including without limitation names, addresses, and any other information of
a personal or intimate nature, and all trade secrets, proprietary data, financial information,
business information and other proprietary information disclosed by Wildfire to Contractor, and
further including without limitation any copies, summaries, indexes or abstracts of Confidential
Information and any information or materials derived from Confidential Information, In addition
to the foregoing, any information that is otherwise protected by law as confidential without regard
to this Agreement shall constitute Confidential Information. The term "Confidential Information"
as used herein does not include any information which (a) is already known to the public prior to
disclosure to Contractor; (b) is subsequently made known to the public without any violation of
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this Agreement; or (c) is rightfully received by Contractor from a third party without similar
restriction and without breach of this Agreement. Notwithstanding the foregoing, Contractor will
not be deemed in violation of this Agreement in the event Contractor discloses Confidential
Information in response to a duly issued court order or subpoena if Contractor provides prompt
advance notice thereof to Wildfire or if Contractor discloses data regarding applicants for
assistance and program participants to the extent required by Contractor's reporting obligations
under other agreements pursuant to which Contractor receives funding.
6. Audit and Inspection. Wildfire will have the right to audit and inspect
Contractor's work to verify compliance with this Agreement. Contractor agrees to provide
Wildfire and its Fund Sources with access, upon reasonable advance notice and during normal
business hours, to all of Contractor's books and records that relate to this Agreement. Contractor
will maintain copies of all books and records that relate to this Agreement for at least 3 years after
the expiration of this Agreement.
7. Notices. All notices given in connection with this Agreement shall be in writing
and sent by: (i) hand delivery (ii) nationally recognized courier, (iii) facsimile, (iv) United States
certified mail with return receipt requested, postage paid, or (v) e-mail. All notices shall be
deemed given and received when (a) if given by facsimile, upon confirmed transmission during
normal business hours (before 5:00 p.m. Arizona time), if confirmed transmission is after normal
business hours it will be deemed given and received the next business day, (b) if hand delivered,
when delivered (as confirmed by receipt executed by the recipient or delivery confirmation
executed by the courier), (c) if given by a nationally recognized courier, on the day the notice is
actually delivered (as confirmed by receipt executed by the recipient or delivery confirmation by
the courier), (d) if given by certified mail, return receipt requested, postage paid, when actually
delivered to the addresses specified herein as evidenced by return receipt or refusal or failure to
accept delivery. All notices will be given at the address or by use of the facsimile number or e-
mail address specified for a party on the signature page hereof A party may change its mailing
address, e-mail address and/or facsimile number for notice by giving notice to the other parties in
accordance with this Section,
8. Limitation of Liability. Contractor acknowledges that all funds to be provided
pursuant to this Agreement will be provided by the Fund Sources, and Contractor agrees to look
solely to funds actually paid by the Fund Sources for Contractor invoices approved by the Fund
Sources for all compensation and reimbursement hereunder. Wildfire's obligations under this
Agreement are subject to the Fund Sources actually providing the funds (either to Wildfire or
directly to Contractor) pursuant to the Program Documents. Wildfire intends to allocate the funds
from each Fund Source to multiple contractors. If one or more Fund Sources reduces their
funding to Wildfire, then Wildfire reserves the right to reduce Contractor's funding under this
Agreement and to allocate the reduced funding among Contractor and other contractors as
determined by Wildfire in its sole discretion.
9. Assignment; Subcontractors. Contractor may not assign Contractor's rights or
obligations under this Agreement without Wildfire's prior written consent, which consent
Wildfire may withhold in its sole discretion. Contractor may not use a subcontractor to perform
any of Contractor's obligations under this Agreement without Wildfire's prior written consent,
which consent Wildfire will not unreasonably withhold. Wildfire's consent to an assignment or
subcontractor will not release Contractor from any obligation's hereunder.
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10. Choice of Law and Forum. This Agreement has been entered into in
Maricopa County, Arizona and its application and interpretation shall be governed exclusively
by its terms and by the laws of the State of Arizona without regard to its choice of law rules.
The exclusive and proper venue for any dispute arising out of this Agreement will be the state
and federal courts located in Maricopa County Arizona.
11. Integration; Modification; Waiver. This Agreement reflects the entire
agreement of the parties relating to the subject matter hereof. All recitals, Attachments and
Exhibits to this Agreement are incorporated herein by this reference. No provision of this
Agreement shall be deemed waived, amended, or modified by any party unless both parties sign
a written amendment or the party against whom the waiver is asserted signs a written waiver.
12. Counterparts; Email. This Agreement may be executed in counterparts and
delivered via email.
13. Attachments.
Attachment 1 Funding Source(s)
14. Exhibits.
Exhibit A Home Energy Assistance Fund Policy Manual FY 2020
Exhibit B Federal Poverty Income Guidelines effective July 1, 2019 —
June 30, 2020
[Signature page follows]
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otto--oo
INDEPENDENT CONTRACTOR AGREEMENT
2019-20 Utility Assistance Programs
Signature Page
IN WITNESS WHEREOF, the undersigned have executed this Agreement, effective as of the
Effective Date.
CONTRACTOR Arizona Community Action Association (dba
Maricopa Courp ;-, Human i§frviiis Wildfire), an Arizona nonprofit corporation
By: By: A LW- "
Name: BILL GATES Name: Cynthia Zwick
CHAIRMAN BOARD OF SUPERVISORS
Title: Title: Executive Director
Date: JUN 2 6 2011 Date: J
Address:
340 E Palm Lane, Suite 315
Phoenix, Arizona 85004
Fax: 602-604-0644
E-mail: czwick@wildfireaz.org
CLERK, BOARD OF SUPERVISORS
JUN 2 6 201g
By:
Name:
Title:
Date:
Address:
235 N Central Ave, #3000
Phoenix,AZ 85004
Email: MendezS002@inailmaricopa.gov
340 E Palm Lane, Suite 315 Phoenix, AZ 85004 I 602.604.0640 wildfireaz.org

Contractor Total Utility Conservation Southwest Assistance Southwest Salt APS
Funding Repair River Crisis
makes Gas Gas Project Bill
Replacement (LlEC) Low Energy (SRP) Assistance Fund
guarantees Bill Income
Share Bill Source(s)
and Deposit Assistance Energy Bill -
Assistance
payments (URRD)
to
utility $ S $
-- :". Amount Direct
companies 285,881:00 54,891 49,230 32,182 - 111,859 37.719 (A) Service
and $ $ $ $ $ $
27,437,00 Delivery Program
repair/replacement 5,489 - 3,218 11,186 7,544 (8)
$ $ $ $ $ $ Wildfire
313,318.00 749,230 -, - ' --...]: :35 : - 123,045 (A+B) Allocation Total Attachment arid
vendors. 60,380, 400 45,263 Marico 1
' a Contractor
Service Deposits. Replacement SWG Utility SVVG Utility Power SRP Utility Billing customers Utility - Funding
costs Utility/Appliance customers, assistance customers. assistance customers). customers assistance customers). assistance Allowable HSD Source(s) Agreement
and and/or Repair and and only and (including for 2020
program Utility or deposits deposits (including deposits Budget APS Activities
delivery for for M- for
costs Non-Legal A, Refer used be more Energy Refer Assistance Refer Assistance Refer cannot Bill Refer
are Appendix to for than to to to Expenditures Assistance to
then Permanent B: Attachment deposits. twenty-five Conservation Attachment Program Attachment Program Attachment exceed from Attachment
reimbursed Instructions 2: Bill 2: 2: 2: $26,253 July Program 2: Additional
Resident URRD percent Summary. Summary. Salt (DS 1, Arizona
based for Assistance Southwest Southwest River = 2019 Summary
on (LPR) Verifying Program of (25%) Gas Gas Project — $21,u78, .:., to Public Information
activity Status. Prograin- Energy - , PD ...: Decerntler Service
reports. Citizenship Summary. totarailocation Low'Inceme .. (SRP) •.- ... =$4,375) - 31,
Summary. Share Bill 2019 (APS)
and Exhibit can No Bill - Crisis

of of
200% 150% 100% Poverty Percent 200% 150% 100% Poverty Percent
$24,980 $18,735 $12,490 1 $2,080 $1,561 $1,040 1
$33,820 $25,365 $16,910 2 $2,818 $2,113 $1,409 2 Federal
$42,660 $31,995 $21,330 3 $3,554 $2,666 $1,777 3 Poverty
Federal Guidelines
$51,500 $38,625 $25,750 4 Poverty $4,290 $3,218 $2,145 4
(FPG) - Effective Home
$60,340 $45,255 $30,170 5 Guidelines $5,028 $3,771 $2,514 5 Income July Energy
_ Household (FPG) Household thresholds 1, 2019 Wildfire
$69,180 $51,885 $34,590 6 Size - $5,764 $4,323 $2,882 6 Size June Assistance
ANNUAL for 30,
$78,020 $58,515 $39,010 7 income $6,500 $4,876 $3,250 7 the last 2020 Fund
30
$86,860 $65,145 $43,430 8 thresholds $7,238 $5,428 $3,619 8 days by
ercent
$95,700 $71,775 $47,850 9 $7,974 $5,981 $3,987 9 of
_ FPG
$104,540 $78,405 $52,270 10 $8,710 $6,533 $4,355 10
updated $8,840 $6,630 $4,420 member additional For each $736 $552 $368 member additional For each
5/2019 add: add: