AREA AGENCY ON AGING AGREEMENT.PDF
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Contract #2020-28-MCH CONTRACT FOR SERVICES BETWEEN Area Agency on Aging, Region One, Incorporated AND Maricopa County administered by its Human Services Dept 1366 E. Thomas Road, Suite 108 234 North Central, Suite 3000 Phoenix, Arizona 85014 Phoenix, Arizona 85004 602-264-2255 fax: 602-230-9132 602-506-4936 fax: 602-372-4880 EIN 86-6000472 DURATION OF THE CONTRACT, FY 2020: July 1, 2019 and shall end June 30, 2020 CONTACT INFORMATION FOR NOTICES Signatories: Mary Lynn Kasunic, President & CEO Bill Gates, Chairman Maricopa County Board of Supervisors Programmatic Authority: Shawn Pierce, Vice President of Laura Henry, Assistant Director Contract Administration Daily Contacts: Shawn Pierce, Vice President of Contract Laura Henry, Assistant Director Administration REIMBURSEMENT PAYMENTS SHALL BE MAILED TO: Same address as above. This Contract is entered into by and between Maricopa County, hereafter referred to as Contractor, and Area Agency on Aging, Region One, Incorporated, hereafter referred to as Area Agency. The Contractor, in consideration of the covenants and conditions set forth herein, shall provide and perform the services as set forth in the Terms and Conditions, specific Terms and Conditions, Scope(s) of Work, Service Specification(s), and other Area Agency manuals, policies, and directives. Contractor hereby affirms that all insurance and indemnification requirements as set forth in this contract have been met and shall be maintained fully throughout the terms of this contract. Further, Contractor will supply to Area Agency the required certificates of insurance including all required “additional insured” as identified in this contract. All rights and obligations of the parties shall be governed by the terms of this document, and shall include any subcontracts and the approved budget and / or unit rates and contract budget ceilings. Notice under this Contract shall be given by personal delivery or by mail to the persons indicated above and shall be effective upon receipt by the party to whom addressed unless otherwise indicated in said notice. IN WITNESS WHEREOF, the parties enter into this Contract: AREA AGENCY ON AGING, MARICOPA COUNTY REGION ONE, INCORPORATED Signature and Date Signature and Date Mary Lynn Kasunic, President & CEO Bill Gates, Chairman Maricopa Area Agency on Aging, Region One County Board of Supervisors Clerk, Board of Supervisors Signature and Date Deputy County Attorney Signature and Date 1 Area Agency on Aging, Region One Contract FY 2020 CONTRACT SUMMARY FIXED PRICE WITH PRICE ADJUSTMENT CONTRACT #: 2020-28-MCH CONTRACTOR: Maricopa County administered by its Human Services Department DOCUMENT: Original Contract CONTRACT TERM: July 1, 2019 to June 30, 2020 Contract Payment Ceiling for All Services: TOTAL: $ 1,823,172 CONTRACT OPERATING BUDGET Case Management Area Maricopa Total REVENUES Agency County Grant Area Agency 1,623,172 - 200,000 1,823,172 Project Income - - - - Non-Fed Inkind - - - - Non-Fed Cash - 1,254,875 - 1,254,875 Other Federal - - - - TOTAL 1,623,172 1,254,875 200,000 3,078,047 EXPENSES Personnel 885,262 773,173 105,857 1,764,292 ERE 393,033 237,093 43,376 673,502 Prof&Outside - - - - Travel 13,278 11,916 1,599 26,793 Space 8,951 8,414 1,108 18,473 Equipment - - - - Materials/Supl 2,941 - 12,567 15,508 Operating Svc 35,925 - 2,363 38,288 Indirect 283,782 224,279 33,130 541,191 TOTAL 1,623,172 1,254,875 200,000 3,078,047 Units 17,669 12,331 2,000 32,000 Unit Rate $ 91.87 $ 101.77 $ 100.00 $ 146.82 Indirect Rate 22.20% 22.20% 22.20% 22.20% Participation Rate 52.73% 40.77% 6.50% Indirect Calculation: MCHSD Indirect cost allocation is based on Personnel & ERE. 2 Area Agency on Aging, Region One Contract FY 2020 TERMS AND CONDITIONS 1. Definitions of Terms As used in this contract, the terms listed below are defined as follows: a. Additional Insured specifically includes all agencies and requirements as identified in Section 6.b Additional Insured Requirements. b. Area Agency means the Area Agency on Aging, Region One, Incorporated. c. Begin Date means the date the contract is officially enforce as identified in the Contract Signature page (page 1). The Contractor may start to provide services under this contract not earlier than the Begin Date. The Contractor will not be paid or reimbursed for contract services provided prior to the Begin Date. Payments or reimbursements shall not be made under this contract until the effective date of this contract. d. Compensation means that part of this contract that contains the approved method of payment or reimbursement which may include a budget or fee or rate for the delivery of services pursuant to this contract. Compensation also means Cost or Price. e. Contract means the combination of the Request for Proposals , including Terms and Conditions, Specific Terms, Service Specifications and Scopes of Work; the Offer and any Best and Final Offer(s); Methodologies and Work Statements; any Solicitation or Contract Amendments; and any terms implied by law. f. Contract Amendment means a written document signed by the Area Agency President/Chief Executive Officer (CEO) that is issued for the purpose of making changes in the Contract. g. Contract Expenditures means expenditures made by the Contractor during the term of this Contract and pursuant to the approved budget and compensation terms and methods. h. Contract Monitor means the Area Agency staff person who is assigned managerial responsibility for the contract. i. Contract Operating Budget means the Contractor’s itemized then condensed operating budget as approved through a Solicitation or Amendment. j. Contractor means any person, agency, entity that has a contract with the Area Agency. Contractor shall also be referred to as Provider. k. Contract Term means the period of time from the contract Begin Date to the contract termination date as awarded, extended, or terminated based on these contract provisions. l. Days means calendar days unless otherwise specified. m. Department means the Arizona Department of Economic Security (ADES), unless otherwise indicated. n. Effective Date means the date the Contractor is to start delivering services. The Effective Dates is specified on any proposal, Contract Signature page, or amendment. o. Eligible Persons means the persons determined eligible for contract services in accordance with the criteria set forth by this contract. p. Equipment means all vehicles, furniture, machinery, electronic data processing (EDP) equipment, software and all other equipment costing $5,000 or more, including all normal and necessary expenses incurred to make the equipment ready for its intended use (e.g., taxes, freight, installation, assembly and testing charges, etc.) and with a useful life of greater than one year. Equipment as used herein does not include real property (e.g., land buildings, structures, or facilities’ improvements). q. Fiscal Year means the period beginning with July 1 and ending June 30. r. Gratuity means a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received. s. Level of Service means the number of units of service specified in the Contract Summary page. t. Materials means all property, including equipment, supplies, printing, insurance, and leases of property but does not include land, a permanent interest in land or real property or leasing space. u. May indicates something that is not mandatory but permissible. v. Offer means bid, proposal, or quotation or Solicitation w. Procurement Officer means the Area Agency President/CEO or designee who is duly authorized by Area Agency to enter into and administer contracts and make written determinations with respect to the contract. x. Quarter means fiscal quarters July-September, October-December, January-March, and April-June. y. Reimbursement Ceiling means the maximum amount payable by Area Agency to the Contractor under this Contract. z. Scope of Work means the Arizona Department of Economic Services description of service(s) to be 3 Area Agency on Aging, Region One Contract FY 2020 provided pursuant to this contract. aa. Service Specification means the Area Agency description of service(s) to be provided pursuant to this contract. bb. Services means the furnishing of labor, time, product, or effort by a Contractor or Subcontractor which does not involve the delivery of a specific end product other than required reports and performance, but does not include employment agreements or collective bargaining agreements. cc. Shall, Must indicates a mandatory requirement. Failure to meet these mandatory requirements may result in default of contract. dd. Should indicates something that is recommended but not mandatory. If the Contractor fails to provide recommended information or comply with a “should” statement in a Scope of Work, Service Specification, or Area Agency directive, Area Agency may, at its sole option, ask the Contractor to provide the information or comply with the action. ee. Solicitation means an invitation for bids, a request for proposals, request for quotation, request for qualifications or Offer. ff. State means the State of Arizona, the Department of Economic Security, other Department(s) or Agency of the State that maintains authority in the contract. gg. Subcontract means any contract, expressed or implied, between the Contractor and another party or between the Contractor’s subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any material or providing any service required for the performance of the Contract. hh. Vulnerable adult means an individual who is eighteen years of age or older who is unable to protect himself from abuse, neglect or exploitation by others because of a physical or mental impairment. 2. Contract Interpretation a. Arizona Law The Arizona law applies to this contract including, where applicable, the Uniform Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7. b. Compliance with Applicable Laws All changes in the governing laws, rules, and regulations during the term of this contract shall apply but do not require an amendment to this contract. i. This contract shall be governed and interpreted by the laws of the State of Arizona. ii. The materials and services supplied under this contract shall comply with all applicable federal, state, and local laws, and the Contractor shall maintain all applicable license and permit requirements. iii. Nothing in this contract shall be construed as a waiver of an Indian tribe’s sovereign immunity; nothing shall be construed as an Indian tribe’s consent to be sued or as consent by an Indian tribe to jurisdiction of any State Court. iv. The Contractor shall comply with the requirements related to reporting to a peace officer or to child or adult protective services incidents of crimes against children as specified in A.R.S. §13-3620 and crimes against the elderly as specified in A.R.S. §46-454 as may be amended. v. The Contractor shall comply with Public Law 101-121, Section 319 (31 USC Section 1352) as may be amended and 29 CFR Part 93 as may be amended which prohibit the use of federal funds for lobbying and which state, in part: Except with the express authorization of Congress, the Contractor, its employees or agents, shall not utilize any federal funds under the terms of this contract to solicit or influence, or to attempt to solicit or influence, directly or indirectly, any member of Congress regarding pending or prospective legislation. Indian tribes, tribal organizations and other Indian organizations are exempt from these lobbying restrictions with respect to expenditures that are specifically permitted by other federal law. vi. The Contractor shall comply with all applicable state and federal statutes and regulations. This shall include A.R.S. § 23-722.01 as may be amended relating to new hire reporting, A.R.S. § 23-722.02 as may be amended relating to wage assignment orders to provide child support, and A.R.S. § 25- 535 as may be amended relating to administrative or court-ordered health insurance coverage for children. c. Implied Contract Terms Each provision of law and any terms required by law to be in this contract are a part of this contract as if fully stated in it. d. Contract Order of Precedence In the event of a conflict in the provisions of the contract, as accepted by the Area Agency and as it may be amended, the following shall prevail in the order set forth below: i. Terms and Conditions; 4 Area Agency on Aging, Region One Contract FY 2020 ii. Provider Specific Terms for Programs with ALTCS Funded Services iii. Provider Specific Terms iv. Scope of Work, v. Service Specifications; vi. Area Agency manuals, policies and directives; vii. Documents referenced or included in the solicitation. e. Vehicle Lease All provisions of this contract are applicable to and extended to any Vehicle Lease that may be initiated between Contractor and Area Agency during the terms of this contract. f. Relationship of Parties i. The Contractor under this contract is an independent Contractor. Neither party to this contract shall be deemed to be the employee or agent of the other party to the contract. ii. In the event that the Contractor or its personnel is sued or prosecuted for conduct arising from this contract, the Contractor or their personnel will not be represented by the Area Agency or other funding source within this contract. iii. Taxes or Social Security payments will not be withheld from an Area Agency payment issued hereunder and the Contractor shall make arrangements to directly pay such expenses, if any. g. Severability The provisions of this contract are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the contract. h. No Parole Evidence This contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this contract and no other understanding either oral or in writing shall be binding. i. No Waiver Either party's failure to insist on strict performance of any term or condition of the contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it. 3. Contract Administration and Operation a. Contract Term i. The term of this contract shall be for the period of time from the contract begin date identified on the Contract Signature page to the contract termination date identified on the Contract Signature page or extended in an amendment. ii. The begin date of the contract term is the date that the Contractor may start to provide services under this contract. The Contractor shall not provide services prior to contract term commencing or after the end date of the contract (no billable activity outside the effective dates). b. Contract Extension i. The Area Agency has no obligation to extend or renew this contract. At the sole option of the Area Agency, this contract may be extended or renewed for multiple periods, or may be established as a multi-year contract in its entirety or in part. ii. The Area Agency shall have the unilateral right to extend the contract period for additional one-year periods or portions thereof. The Terms and Conditions of any such contract extension shall remain the same as the original contract. iii. Any extension or renewal must be made prior to the end of the contract period specified in this contract. iv. This contract may only be extended through a written amendment by mutual agreement of the parties. c. Cooperation and Understanding Area Agency may undertake or award other contracts for additional work related to the work performed by the Contractor, and the Contractor shall fully cooperate with such other Contractors and Area Agency employees, and carefully fit its own work to such other Contractors' work. The Contractor shall not commit or permit any act which will interfere with the performance of work by any other Contractor or by Area Agency employees. The Contractor shall cooperate as the Area Agency deems necessary, with the transfer of work, services, case records and files performed or prepared by the Contractor to other Contractor(s). d. Certifications The Contractor and its subcontractor(s) agree to sign the following certifications within this contract: i. the Certification Regarding Lobbying form, compliance with 49 CFR part 20 ii. the Certification Regarding Debarment, Suspension and Voluntary Exclusion Lower Tier Covered Transactions form. e. Amendments This contract is issued under the authority of the Area Agency President/CEO who signed this contract. The contract may be modified only through a contract Amendment within the scope of the 5 Area Agency on Aging, Region One Contract FY 2020 contract issued under the authority of the Area Agency President/CEO. Changes to the contract, including the addition of work or materials, the revision of payment terms, or the substitution of work or materials, directed by a person who is not specifically authorized by the Area Agency President/CEO in writing or made unilaterally by the Contractor are violations of the contract and of applicable law. Such changes, including unauthorized written contract amendments shall be void and without effect, and the Contractor shall not be entitled to any claim under this contract based on those changes. i. This contract may be amended or modified at any time by mutual agreement. No agent, employee or other representative of either party is empowered to alter any of the terms of the contract, unless done in writing and signed by the authorized representatives of the respective parties. ii. A written amendment to this contract shall be required whenever there is a material change in the content including but not limited to the following: 1. Reimbursement ceiling; 2. Contract term if extended and/or reduced without terminating the contract; 3. Service delivery plan, the scope of work, or the level/units of service to be provided; 4. Rate paid per unit of service; 5. Ownership or legal entity responsible for the contract; or 6. For any other change in the terms and conditions of the contract which Area Agency deems substantial. iii. Where a change does not fall in any of the categories listed in the above items, the Contractor must obtain approval from the Area Agency President/CEO prior to effecting the change. f. Subcontracts The Contractor shall not enter into any subcontract under this contract for the performance of this contract without the advance written approval of the Area Agency President/CEO. The Contractor shall clearly list any proposed subcontractors and the subcontractor’s proposed responsibilities. The subcontract shall incorporate by reference all of the terms and conditions of this contract, amendments, manuals, and Area Agency directives. Area Agency will not allow a subcontract for any direct client / participant services, but may approve ancillary subcontracts for operational functions not related to direct client / participant services. i. Prior to adding a subcontractor to the contract, the Contractor shall submit a formal, written request to the Area Agency President/CEO. The request shall: 1. Be on the Contractor’s company letterhead and signed by an authorized representative of the Contractor; 2. Contain the subcontractor’s name, address, phone number, email and primary point of contact; 3. Include all the certificates as included/required in this contract and as applicable signed by the subcontractor’s authorized representative; 4. Description of the subcontractor’s small business status; 5. Identification of the type of goods and/or services to be provided by the subcontractor; 6. The amount of time or effort (as a percent of total contract performance) that the subcontractor will perform in relation to total performance of the contract’s requirements; and 7. A description of the quality assurance measures that the Contractor shall use to monitor the subcontractor’s performance. 8. The Contractor shall provide copies of each contract with a subcontractor relating to the provision of contract services to Area Agency within five (5) calendar days of execution. ii. Inclusive Contractor Contractor is encouraged to make every effort to utilize subcontractors that are small, women-owned and/or minority owned business enterprises. This could include subcontractors for a percentage of the administrative service being proposed. Contractor who is committing a portion of its work to such subcontractors shall do so by identifying the type of service and work to be performed by providing detail concerning the Contractor’s utilization of small, women-owned and/or minority business enterprises. Emphasis should be placed on specific areas that are subcontracted and percentage of contract utilization and how this effort will be administered and managed, including reporting requirements. g. Assignment and Delegation The Contractor shall not assign any right nor delegate any duty under this contract, without the prior written approval of the Area Agency President/CEO. Area Agency shall not unreasonably withhold approval. h. Arbitration The parties to this contract agree to resolve all disputes arising out of or relating to this contract through arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. §12-1518, except as may be required by other applicable statutes (Title 41). 6 Area Agency on Aging, Region One Contract FY 2020 i. Predecessor and Successor Contracts The execution or termination of this contract shall not be considered a waiver by Area Agency of any and all rights it may have for damages suffered through a breach of this or prior contract with the Contractor. j. Audit In accordance with the A.R.S. §35-214 (does not pertain to municipalities), the Contractor shall retain and shall contractually require each subcontractor to retain all data, books and other records (“records”) relating to this contract for a period of five (5) years after completion of the contract. All records shall be subject to inspection and audit by Area Agency at reasonable times. Upon request, the Contractor shall produce the original of any or all such records. k. Substantial Interest Disclosure i. Contractor shall not make any payments, either directly or indirectly, to any person, partnership, corporation, trust, or any other organization which has a substantial interest in Contractor's organization or with which Contractor (or one of its directors, officers, owners, trust certificate holders or a relative thereof) has a substantial interest, unless Contractor has made a full written disclosure of the proposed payments, including amounts, to Area Agency. ii. Leases or rental agreements or purchase of real property which would be covered by the above paragraph of this section shall be in writing and accompanied by an independent commercial appraisal of fair market rental, lease, or purchase value, as appropriate. iii. For the purpose of this section, the relative shall have the same meanings as in A.R.S. §38-502 as may be amended. l. Cooperation with Investigation Contractor, subcontractor, provider, vendor, staff, volunteers are to cooperate fully and truthfully with any Area Agency, State, or funding agency investigation, including but not limited to an investigation by an Internal Affairs division of such agencies. Failure to adhere to this policy may result in Area Agency taking whatever actions it deems appropriate, from removal of the subject and/or witness from working with Area Agency clients up to terminating this contract. m. Notices All notices under this contract shall be directed in writing to the persons and addresses as specified on the Contract Signature page and/or Facility Location page of this contract. i. Either party shall give written notice to the other party of any non-material alteration that affects the provisions of this contract. Non-material alterations that do not require a written amendment are as follows: 1. Change of address and/or telephone number; 2. Change in Contract Authorized Signatory and his/her designee; 3. Change in the name of the Contractor, where the ownership or responsible entity remains the same; 4. Changes in the name and/or address of the person to whom notices are to be sent; 5. Changes in contract-related personnel positions of the Contractor which do not affect staffing ratios, staff qualifications or specific individuals required under this contract; or 6. In a fixed price with price adjustment contract, whenever there is less than a 10% increase in any budget category; any such increase must be offset by an equal value decrease in another budget category or categories or equal value increase in Contractor funds. ii. In a Fixed Price with Price Adjustment contract, a written amendment shall not be necessary to shift costs among budget categories. The Contractor shall give written notice to Area Agency that includes justification for the change and may receive written approval by Area Agency. Any such increase must be offset by an equal value decrease in any budget category or categories. n. Advertising, Publishing and Promotion of Contract i. The Contractor shall not use, advertise, or promote information for commercial benefit concerning this contract without the prior written approval of the Area Agency President/CEO or designee. ii. Any advertisement, publication, or other media of promotion of contracted services must include the following statement: Services are funded in part by Area Agency on Aging, Region One, Incorporated. iii. The Contractor shall provide to Area Agency for review and approval all reports or publications (written, visual or sound) which are funded or partially funded under this contract, a minimum of fifteen (15) calendar days prior to public release. iv. All reports and publications whether written, visual or verbal shall contain the following statement: This program is funded through a contract with the Area Agency on Aging, Region One Incorporated. Any points of view are those of the author and do not necessarily represent the official position or polices of the Area Agency or related funders. o. Ownership of Intellectual Property i. Any and all intellectual property, including but not limited to copyright, invention, trademark, trade 7 Area Agency on Aging, Region One Contract FY 2020 name, service mark, and/or trade secrets created or conceived pursuant to or as a result of this contract and any related subcontract (“Intellectual Property”), shall be work made for hire and the Area Agency shall be considered the creator of such Intellectual Property. The Area Agency in requesting the issuance of this contract shall own (for and on behalf of the Area Agency) the entire right, title and interest to the Intellectual Property throughout the world. Contractor shall notify the Area Agency, within thirty (30) days, of the creation of any Intellectual Property by it or its subcontractor(s). Contractor, on behalf of itself and any subcontractor (s), agrees to execute any and all document(s) necessary to assure ownership of the Intellectual Property vests in the Area Agency and shall take no affirmative actions that might have the effect of vesting all or part of the Intellectual Property in any entity other than the Area Agency. The Intellectual Property shall not be disclosed by Contractor or its subcontractor(s) to any entity not the Area Agency without the express written authorization of the Area Agency President/CEO. ii. Intellectual Property developed by the Contractor that is already in the public domain is exempt from this requirement. p. Transfer of Knowledge The contractor shall, whenever feasible, share strategies and techniques with the Area Agency to transfer the skills and knowledge acquired in the delivery of the contracted service. q. Transition of Activities In the event that a contract is awarded to a new contractor for services similar to those being performed by Contractor under this contract, there shall be a transition of services period. During this period, the Contractor, under this contract, shall work closely with the new contractor’s personnel and/or Area Agency staff to ensure a smooth and complete transfer of duties and responsibilities. Area Agency’s authorized representative will coordinate all transition activities. A transition plan will be developed in conjunction with the existing Contractor to assist the new contractor and/or Area Agency staff to implement the transfer of duties. Area Agency reserves the right to determine which projects/service delivery nearing completion will remain with the current Contractor of record. r. Federal Immigration and Nationality Act i. By entering into the Contract, the Contractor warrants compliance with the Federal Immigration and Nationality Act (FINA) and all other Federal immigration laws and regulations related to the immigration status of its employees. The Contractor shall flow down this requirement to all subcontractors utilized during the term of the contract. The Area Agency shall retain the right to perform random audits of contractor and subcontractor records or to inspect papers of any employee thereof to ensure compliance. The Contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Area Agency President/CEO upon request. These warranties shall remain in effect through the term of the contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the U.S. Department of Labor's Immigration and Control Act, for all employees performing work under the Contract. ii. Area Agency may request verification of compliance for any Contractor or subcontractor performing work under the contract. Should the Area Agency determine that the Contractor or any of its subcontractors be found noncompliant, Area Agency may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. s. Offshore Performance of Work Prohibited Due to security and identity protection concerns, direct services under this contract shall be performed within the borders of the United States. Any services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and may involve access to secure or sensitive data or personal client data or development or modification of software for the Area Agency shall be performed within the borders of the United States. Unless specifically stated otherwise in the specifications, this definition does not apply to indirect or “overhead” services, redundant back-up services or services that are incidental to the performance of the contract. All storage and processing of information shall be performed within the borders of the United States. This provision applies to work performed by subcontractors at all tiers. t. Pandemic Contractual Performance i. The State shall require a written plan that illustrates how the Contractor shall perform up to contractual standards in the event of a pandemic. Area Agency may require a copy of the plan at any time prior or post award of a contract. At a minimum, the pandemic performance plan shall include: 1. Key succession and performance planning if there is a sudden significant decrease in Contractor’s workforce. 2. Alternative methods to ensure there are services or products in the supply chain. 8 Area Agency on Aging, Region One Contract FY 2020 3. An up to date list of company contacts and organizational chart. ii. In the event of a pandemic, as declared by the Governor of Arizona, U.S. Government or the World Health Organization, which makes performance of any term under this contract impossible or impracticable, the Area Agency shall have the following rights: 1. After the official declaration of a pandemic, Area Agency may temporally void the contract(s) in whole or specific sections if the Contractor cannot perform to the standards agreed upon in the initial terms. 2. Area Agency shall not incur any liability if a pandemic is declared and emergency procurements are authorized by the Director of the Arizona Department of Administration per A.R.S. §41-2537 as may be amended of the Arizona Procurement Code. 3. Once the pandemic is officially declared over and/or the Contractor can demonstrate the ability to perform, Area Agency, at its sole discretion, may reinstate the temporarily voided contract(s). u. Israel Area Agency certifies that it is not currently engaged in, and agrees for the duration of this Contract that it will not engage in a “boycott,” as that term is defined in A.R.S. §35-393, of Israel. 4. Contract Costs and Compensation a. Availability of Funds i. The provisions of this contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor, as herein provided, are actually available to the Area Agency for disbursement. The Area Agency President/CEO shall be the authority in determining the availability of funds under this contract and the Area Agency shall keep the Contractor fully informed as to the availability of funds. ii. If any action is taken by any county, state agency, federal department, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligation under, or in connection with this Contract, the Area Agency may reduce funding, rates, and/or services or terminate this contract without further recourse, obligation, or penalty in the event that insufficient funds are appropriated or allocated. iii. The Area Agency President/CEO shall have the sole and unfettered discretion in determining the availability of funds. iv. Area Agency and the Contractor may mutually agree to reduce reimbursement to the Contractor when the payment type is Fixed Price with Price Adjustment by executing a contract amendment. v. Availability of Funds for the Current Fiscal Year Should the State Legislature enter back into session and reduce the appropriations or for any reason and these goods or services are not funded, the State and/or the Area Agency may take any of the following actions: 1. Reduce payments or units authorized; 2. Accept a decrease in price offered by the Contractor; 3. Cancel the Contract; or 4. Cancel the Contract and re-solicit the requirements vi. Availability of Funds for the Next Fiscal Year Funds may not presently be available for performance under this Contract beyond the current fiscal year. No legal liability on the part of the State or the Area Agency for any payment may arise under this Contract beyond the current fiscal year until funds are made available for performance of this Contract. b. Contract Payment Types Payments regarding this contract shall be made according to the type of payment indicated with the check mark () and as identified on the Contract Summary page(s) and defined as follows: i. __ Rate or Fixed Price – The Contractor is paid a specified amount for each unit of service or deliverable as designated in the Contract Summary, not to exceed the maximum number of units if indicated by the Area Agency for each contract service/deliverable. Area Agency may authorize units and adjust funding based on those authorized units throughout the term of the contract by amending the contract. ii. _✓_ Fixed Price With Price Adjustment - Reimbursement to the Contractor is in accordance with actual, allowable costs incurred consistent with each Contract Budget and/or Contract Summary not to exceed the service reimbursement ceiling. The Contractor shall furnish Area Agency with an accounting of actual costs incurred consistent with the categories set forth in the Contract Budget. Budget categories, to include cost items in a category, may be deleted, added, or modified by approval from Area Agency. Such modifications shall follow protocols as set forth in the Notices 9 Area Agency on Aging, Region One Contract FY 2020 and Amendments sections of these Terms and Conditions. c. Contract Payment Provisions i. Reimbursement to the Contractor shall be in accordance with actual allowable costs incurred consistent with each service budget, budget summary, or Fixed Price, not to exceed the service reimbursement ceiling. The Contractor shall furnish Area Agency with an accounting of actual costs incurred consistent with the categories set forth in the service budget(s). ii. The Contractor shall report to the Area Agency in the manner prescribed by Section 13.q. Reporting Requirements of these Terms and Conditions and Service Specifications or other Area Agency directives. Upon receipt of applicable, accurate, and complete records, Area Agency shall authorize payment or reimbursement in accordance with the type of payment indicated by this contract. iii. If the Contractor is in any manner in default in the performance of any obligation under this contract, or if audit exceptions are identified, Area Agency may, at its option and in addition to other available remedies, either adjust the amount of payment or withhold payment until satisfactory resolution of the default or exception. iv. If Contractor’s performance is less than 90% of contracted service levels or projecting to be less than 90% of contracted service levels; Area Agency may, at its option, reduce contracted funds up to an equal percentage of services provided. v. Under no circumstances shall Area Agency make payment to the Contractor: 1. That exceeds the unit authorized without an amendment to this contract; 2. That exceeds the service reimbursement ceiling as stated in the Contract Summary or Contract Budget without an amendment to this contract; or 3. For services performed prior to or after the term of the contract without timely extension or renewal of the contract. vi. Failure to submit required financial and programmatic reports by the approved due date(s) may result, at the option of Area Agency, in the assessment of a penalty equal to one percent (1%) of Area Agency reimbursement ceiling for each occurrence. Failure to provide such report within forty-five (45) days following the end of a month may result, at the option of Area Agency, in a forfeiture of such payment. Should a penalty be assessed, the level of service shall remain unchanged. vii. The Contractor may offer a price reduction adjustment at any time during the term of the contract. Any price reduction shall be executed by a contract amendment. viii. Payments shall comply with requirements of A.R.S. Title 35 and 41. Upon receipt and acceptance of goods or services, the Contractor shall submit a complete and accurate invoice for payment from the Area Agency. ix. In order to receive payment, the Contractor shall have a current IRS w-9 form on file with the Area Agency unless not required by law. d. Compensation for Rate or Fixed Price i. Subject to the availability of funds and during the period of this contract, the Area Agency shall pay the fixed unit prices for each unit of service authorized and delivered to each client in accordance with the Contract Summary. ii. The Contractor shall not be entitled to bill the Area Agency, nor shall the Area Agency honor any claim for payment for any client services performed in the development of, or review of a client's plan of care. iii. The rates per unit of service as stated in the Contract Summary shall be considered payment in full for all services and supplies rendered or provided under the terms of this contract. The Contractor agrees that it will not bill or charge clients, their families, guardian or conservators for services provided under this contract without prior approval of the Area Agency. The provisions of this section shall not be construed as restricting the right of the Contractor to bill Medicare for allowable costs, and/or to bill clients for other services rendered that are not covered by this contract. iv. The Contractor shall be entitled to bill the Area Agency only for those units of service that have been performed in accordance with the Scope of Work and Service Specifications of this contract and where the Contractor has obtained a valid client signature each time services were provided. v. The Area Agency, working from the Contractor's billing, shall determine the payments to be made to the Contractor for services. If a discrepancy exists between the Contractor's billing and the Area Agency's record of authorized clients and units of service, the amount of the discrepancy will be disallowed and the remainder of the claim processed for payment. The Contractor shall be notified in writing of the amount and reasons for any disallowance and shall be afforded the opportunity to document the appropriateness of the disallowed costs and to resubmit a billing for payment within 10 Area Agency on Aging, Region One Contract FY 2020 thirty (30) days of the original due date. vi. The Area Agency President/CEO shall be the sole determiner of the availability of funds. e. Compensation for Fixed Price with Price Adjustment i. Subject to the availability of funds, Area Agency shall compensate the Contractor for delivery of the contract services designated within the Service Specifications, provided that the services are delivered during the term of the contract and in accordance with the terms and conditions set forth in this contract. The maximum reimbursement ceiling for all Fixed Price with Price Adjustment services provided during the term of this contract is stated in the Contract Summary. ii. At least a ten percent (10%) non-federal match is required for each Area Agency dollar awarded. This non-federal match may be either cash or in-kind. iii. If at contract termination the total number of eligible units of service delivered for any contracted service is less than ninety percent (90%) of the contracted units, Area Agency reserves the right to adjust payments to the Contractor proportionally. iv. The Area Agency shall not be obligated to compensate the Contractor for delivery of contracted services at a ratio greater than the time remaining in the contract year. The schedule of compensation shall be applied quarterly; therefore, a Contractor may not exceed compensation greater than 25%, 50%, 75% based on the period of the contract year served. Area Agency shall have sole and unfettered discretion to deviate from this schedule. f. Applicable Taxes i. The Contractor shall be responsible for paying all applicable taxes. ii. The State of Arizona and the Area Agency is subject to all applicable state and local transaction privilege taxes. Transaction privilege taxes apply to the sale and are the responsibility of the seller to remit. Failure to collect such taxes from the buyer does not relieve the seller from its obligation to remit taxes. iii. Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold the State of Arizona, Area Agency, and it’s funders harmless from any responsibility for taxes, damages, and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Workmen’s Compensation. 5. Indemnification a. Indemnification i. Contractor/Vendor Indemnification (Not Public Agency): The parties to this contract agree that the Area Agency and the State of Arizona, its departments, agencies, boards and commissions shall be indemnified and held harmless by the Contractor for the vicarious liability of the Area Agency or the State as a result of entering into this contract. However, the parties further agree that the Area Agency and the State of Arizona, its departments, agencies, boards and commissions shall be responsible for its own negligence. Each party to this contract is responsible for its own negligence. ii. Public Agency Language Only: To the extent permitted by law, each party (as ‘indemnitor’) agrees to indemnify, defend, and hold harmless the other party (as ‘indemnitee’) from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney’s fees) (hereinafter collectively referred to as ‘claims’) arising out of bodily injury of any person (including death) or property damage but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its’ officers, officials, agents, employees, or volunteers. b. Indemnification Clause To the extent permitted by law , the parties to this contract agree that the Area Agency, State of Arizona and the Department of Economic Security (DES) shall be indemnified and held harmless by Contractor for the vicarious liability of the Area Agency and/or State as a result of entering into this contract. However, the parties further agree that the Area Agency, State of Arizona and DES shall each be responsible for its own negligence. Each party to this contract is responsible for its own negligence. This indemnity shall not apply if the Contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona. c. Indemnification for Subcontractor In addition, the Contractor shall cause its contractor(s) and subcontractor(s), if any, to indemnify, defend, save and hold harmless the Area Agency and State of Arizona, any jurisdiction or agency issuing any permits for any work arising out of this agreement, and their respective directors, officers, officials, agents, and employees (hereinafter referred to as Indemnitee) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, 11 Area Agency on Aging, Region One Contract FY 2020 attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as Claims) for bodily injury or personal injury (including death), or loss or damage or tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of the Contractor or any of the directors, officers, agents, or employees or subcontractors of such Contractor. This indemnity includes any claim or amount arising out of or recovered under the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by such Contractor to the extent permitted by law, from and against any and all claims. It is agreed that such Contractor will be responsible for primary loss investigation, defense and judgement costs where this indemnification is applicable. d. Indemnification – Patent and Copyright To the extent permitted by law, the Contractor shall indemnify and hold harmless both Area Agency and the State against any liability, including costs and expenses, for infringement of any patent, trademark or copyright arising out of contract performance or use by the Area Agency or the State of materials furnished by Contractor or work performed under this contract by Contractor. The Area Agency shall reasonably notify the Contractor of any claim for which it may be liable under this paragraph. 6. Insurance a. Insurance Requirements Contractor and subcontractors shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Contract, are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors. The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The Area Agency and State of Arizona, in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this contract by the Contractor, its agents, representatives, employees or subcontractors, and Contractor is free to purchase additional insurance. b. Additional Insured Requirements For the purposes of this contract, the identified agencies and specific language shall be identified as additional insured for all contract required insurance policies. The policies shall include or be endorsed to include the following provisions: i. Required Agencies _✓ Area Agency on Aging, Region One Incorporated _✓ State of Arizona and Department of Economic Security n/a Banner University Family Plan n/a UnitedHealthcare Community Plan n/a Maricopa County Public Health Department n/a Mercy Care Plan n/a Total Transit Enterprises, LLC/ Total Transit, Inc./ Veyo, LLC ii. The policy shall be endorsed to include the following Additional Insured language: “The Additional Insured agencies, their departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees shall be named as additional insured with respect to liability arising out of the activities performed by or on behalf of the Contractor and including involvement of owned, leased, hired, or borrowed vehicles by the Contractor". iii. The 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 contract. iv. The Contractor’s insurance coverage shall be primary insurance with respect to all other available sources. v. Coverage provided by the Contractor shall not be limited to the liability assumed under the indemnification provisions of this contract. vi. The Additional Insured endorsement(s), where applicable to liability policies required under these provisions, and which extend policy rights to the Area Agency, shall insure only the vicarious liability to the extent stated in the Indemnification Clause. c. Minimum Scope and Limits of Insurance Contractor shall provide coverage with limits of liability not less than those stated below. i. Commercial General Liability – Occurrence Form Policy shall include bodily injury, property 12 Area Agency on Aging, Region One Contract FY 2020 damage, personal injury and broad form contractual liability coverage. • General Aggregate $3,000,000 (ALTCS) / $2,000,000 • Products – Completed Operations Aggregate $1,000,000 • Personal and Advertising Injury $1,000,000 • Blanket Contractual Liability – Written & Oral $1,000,000 • Fire Legal Liability $ 50,000 • Each Occurrence $1,000,000 1. The policy shall be endorsed to include coverage for sexual abuse and molestation. 2. Policy shall contain a waiver of subrogation against all agencies identified as Additional Insureds, their departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. This requirement may be satisfied with a policy combining General and Professional Liability, provided that the General Liability section of the policy is written on an occurrence basis, and includes coverage for contractual liability. ii. Business Automobile Liability - Bodily Injury and Property Damage for any owned, hired, leased, and/or non-owned vehicles used in the performance of this Contract. Combined Single Limit (CSL) $1,000,000 1. The policy shall be endorsed to include the following additional insured language: The Additional Insured 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. 2. Policy shall contain a waiver of subrogation against the Additional Insured, its departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. 3. This section, Business Automobile Liability, shall not be applicable in the event the Contractor (or its subcontractors) does not utilize a vehicle in any manner in the performance of this contract or if the utilization is used only for commuting purposes. In the event the Contractor (or its subcontractors) subsequently utilizes any vehicle in the performance of the contract or utilizes it for other than commuting purposes, this section, Business Automobile Liability, shall be fully applicable, effective the date the utilization is changed. iii. Workers Compensation and Employers’ Liability 1. Workers’ Compensation Statutory 2. Employers’ Liability a. Each Accident $ 500,000 b. Disease – Each Employee $ 500,000 c. Disease – Policy Limit $1,000,000 3. Policy shall contain a waiver of subrogation against Additional Insureds, their departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. 4. This requirement shall not apply to: Separately, EACH contractor or subcontractor exempt under A.R.S. §23-901, AND when such contractor or subcontractor executes the appropriate waiver (Sole Proprietor/Independent Contractor) form. iv. Professional Liability (Errors and Omissions Liability) 1. Requirements as follows d. Each Claim $1,000,000 e. Annual Aggregate $2,000,000 2. In the event that the professional liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. 3. The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Work and Service Specifications, work definitions, and other performance statements of this contract. v. Fidelity Bond or Crime Insurance • Bond Policy Limit $100,000 13 Area Agency on Aging, Region One Contract FY 2020 1. The bond or policy shall be issued with minimum limits of $100,000. 2. The bond or policy shall include coverage for all directors, officers, agents and employees of the Contractor. 3. The bond or policy shall include coverage for third party fidelity. 4. The bond or policy shall include coverage for theft and mysterious disappearance. 5. The bond or policy shall contain no requirement for arrest and conviction. 6. The bond or policy shall cover loss outside the premises of the Named Insured. d. Notice of Cancellation Each insurance policy required by the insurance provisions of this contract 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 the Area Agency. Such notice shall be sent directly to the Area Agency Contracts Department and shall be sent by certified mail, return receipt requested. e. Acceptability of Insurers 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. The Area Agency in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. If the 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 contract. If the Contractor or subcontractor chooses to use SSCIP, AMRRP, or another approved insurance pool as its insurance provider, the contract/subcontract would be considered as meeting the insurance requirements relating to the A.M. Best rating requirements. Contractors or subcontractors submitting certificates of Insurance identifying SSCIP, AMRRP, or another approved insurance pool will be considered as meeting the insurance requirements including those related to sexual abuse and molestation. f. Verification of Coverage i. Contractor shall furnish the Area Agency with certificates of insurance (ACORD form or equivalent form approved by Area Agency) as required by this contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. ii. All certificates and endorsements are to be received and approved by the Area Agency before work commences. Each insurance policy required by this contract must be in effect at or prior to commencement of work under this contract and remain in effect for the duration of the project. Failure to maintain the insurance policies as required by this contract, or to provide evidence of renewal, is a material breach of contract. iii. All certificates required by this Contract shall be sent directly to Area Agency Contracts Department. The Area Agency contract number and contract description shall be noted or referenced on the certificate of insurance. The Area Agency reserves the right to require complete, certified copies of all insurance policies required by this Contract at any time. g. Subcontractors Contractors’ certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall furnish to the Area Agency separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to the minimum requirements identified within this contract. h. Approval Any modification or variation from the Insurance Requirements in this contract shall be made by the Area Agency, whose decision shall be final. Such action will not require a formal contract amendment, but may be made by administrative action. i. Exceptions i. In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance requirements shall not apply. Such public entity shall provide a Certificate of Self-Insurance. If the Contractor or subcontractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply. ii. In the event that Contractor determines that it may not be able to comply fully with the insurance requirements set forth in this section and contract, the Contractor may request that the insurance requirements be modified pursuant to paragraph 6.h. Approval of this section, provided that such request be delivered in writing to Area Agency at least ten (10) days prior to contract execution. Contractor shall include with such request Contractor’s justification for the modification with supporting documentation. 1. As provided in paragraph 6.h. Approval of this section, the Area Agency President/CEO shall decide whether such modification may be permitted. 2. Modifications that are approved will be done so on a case-by-case basis and shall not affect 14 Area Agency on Aging, Region One Contract FY 2020 the insurance requirements of other Contractors for whom modifications have not been approved. If a Contractor’s request has not been approved or a Contractor fails to deliver its request prior to the applicable deadline, then the Contractor shall be required to comply fully with the insurance requirements set forth fully in this Section 6 Insurance. 7. Risk and Liability a. Force Majeure i. Except for payments of sums due, neither party shall be liable to the other nor deemed in default under this Contract if and to the extent that such party’s performance of this Contract is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Without limiting the foregoing, force majeure includes acts of God; acts of the public enemy; war; riots; strikes; mobilization; labor disputes; civil disorders; fire; flood; lockouts; injunctions-intervention-acts; or failures or refusals to act by government authority; and other similar occurrences beyond the control of the party declaring force majeure which such party is unable to prevent by exercising reasonable diligence. ii. Force Majeure shall not include the following occurrences: 1. Late delivery of equipment or materials caused by congestion at a manufacturer’s plant or elsewhere, or an oversold condition of the market; 2. Late performance by a subcontractor unless the delay arises out of a force majeure occurrence in accordance with this force majeure term and condition; or 3. Inability of either the Contractor or any subcontractor to acquire or maintain any required insurance, bonds, licenses or permits. iii. If either party is delayed at any time in the progress of the work by force majeure, the delayed party shall notify the other party in writing of such delay, as soon as is practicable and no later than the following working day, of the commencement thereof and shall specify the causes of such delay in such notice. Such notice shall be delivered or mailed certified-return receipt and shall make a specific reference to this article, thereby invoking its provisions. The delayed party shall cause such delay to cease as soon as practicable and shall notify the other party in writing when it has done so. The time of completion shall be extended by Contract Amendment for a period of time equal to the time that results or effects of such delay prevent the delayed party from performing in accordance with this Contract. iv. Any delay or failure in performance by either party hereto shall not constitute default hereunder or give rise to any claim for damages or loss of anticipated profits if, and to the extent that such delay or failure is cause by force majeure. b. Third Party Antitrust Violations The Contractor assigns to the Area Agency any claim for overcharges resulting from antitrust violations to the extent that those violations concern materials or services supplied by third parties to the Contractor toward fulfillment of this contract. 8. Warranties a. Suspension and Debarment: The Contractor warrants that the corporation has not been debarred, suspended or otherwise lawfully prohibited from participating in any public procurement activity. If the Contractor is a sub-entity, franchise, or a DBA (doing-business-as) entity of another corporation or entity, Contractor makes the same warrant of suspension and debarment for the other corporation(s). If a Contractor has, prior to or during this contract, been debarred, suspended or otherwise lawfully prohibited from participating in any public procurement activity, the Contractor shall disclose that information to Area Agency in writing within ten (10) days of such debarment. b. Services The Contractor warrants that all services provided under this contract shall conform to the requirements stated herein and any amendments hereto. The Area Agency’s acceptance of services provided by the Contractor shall not relieve the Contractor from its obligations under this warranty. In addition to its other remedies, the Area Agency President/CEO may, at the Contractor’s expense, require prompt correction of any services failing to meet the Contractor’s warranty herein. Services corrected by the Contractor shall be subject to all of the provisions of this contract in the manner and to the same extent as the services originally furnished. c. Liens The Contractor warrants that the materials supplied under this Contract are free of liens and shall remain free of liens. d. Quality Unless otherwise modified elsewhere in these terms and conditions, the Contractor warrants that, for one year after acceptance by the Area Agency of the materials, they shall be 15 Area Agency on Aging, Region One Contract FY 2020 i. Of a quality to pass without objection in the trade under the contract description; ii. Fit for the intended purposes for which the materials are used; iii. Within the variations permitted by the contract and are of even kind, quantity, and quality within each unit and among all units; iv. Adequately contained, packaged, and marked as the contract may require; and v. Conform to the written promises or affirmations of fact made by the Contractor. e. Fitness The Contractor warrants that any material supplied to the Area Agency shall fully conform to all requirements of the contract and all representations of the Contractor, and shall be fit for all purposes and uses required by the contract. f. Inspection/Testing The warranties set forth in subparagraphs Liens, Quality, and Fitness of this section are not affected by inspection or testing of or payment for the materials by the Area Agency. g. Compliance with Applicable Laws i. The materials and services supplied under this contract shall comply with all applicable federal, state and local laws, and the Contractor shall maintain all applicable license and permit requirements. Any changes in the governing laws, rules and regulations during the term of this contract shall apply but do not require an amendment to this contract. ii. Contractor shall comply with the laws, rules, regulations and standards contained within the Omnibus Budget Reconciliation Act of 1981 (Public Law 97-35) including Section 2352 "Title XX Block Grants;" Title 45 Code of Federal Regulations Parts 74 and 96; and the Arizona Title XX Social Services Plan. iii. Contractor shall comply with the laws, rules, regulations and standards contained within Title III of the Older Americans Act, as amended; Title 45 Code of Federal Regulations, Part 74 (except Subpart N); Title 45 of the Code of Federal Regulations parts 1320, 1321, 1324, and 1326. In accordance with Title 45 Code of Federal Regulations, Part 1321.51, the Area Agency shall afford the Contractor an opportunity for a hearing when required by the provisions of this part. iv. Contractor shall comply with the provisions of A.R.S. Sections §46-251 through §46-253, Supplemental Payments Program. v. The laws and regulations of the State of Arizona shall govern the rights of the parties, the performance of this contract and any disputes there under. Any action relating to this contract shall be brought in Arizona court. vi. The Contractor shall comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 (Public Law 104-191) and all applicable implementing Federal regulations. The Contractor shall notify Area Agency no later than one hundred and twenty (120) days prior to any required compliance date if the Contractor is unwilling to or anticipates that it will be unable to meet these requirements. Receipt by the Area Agency of a notice of anticipated inability or unwillingness to comply with these requirements constitutes grounds for the termination of this contract. h. Survival of Rights and Obligations after Contract Expiration or Termination i. Contractor’s Representations and Warranties: All representations and warranties made by the Contractor under this contract shall survive the expiration or termination hereof. In addition, the parties hereto acknowledge that pursuant to A.R.S. §12-510, except as provided in A.R.S. §12-529, the Area Agency or State are not subject to or barred by any limitations of actions prescribed in A.R.S., Title 12, Chapter 5. ii. Purchase Orders: The Contractor shall, in accordance with all terms and conditions of the contract, fully perform and shall be obligated to comply with all purchase orders received by the Contractor prior to the expiration or termination hereof, unless otherwise directed in writing by the Area Agency President/CEO including, without limitation, all purchase orders received prior to but not fully performed and satisfied at the expiration or termination of this contract. iii. Risk of Loss: The Contractor shall bear all loss of conforming material covered under this Contract until received by authorized personnel at the location designated in the purchase order or Contract. Mere receipt does not constitute final acceptance. The risk of loss for nonconforming materials shall remain with the Contractor regardless of receipt. 9. Contractual Remedies a. Right to Assurance If Area Agency in good faith has reason to believe that the Contractor does not intend to or is unable to perform or continue performing under this contract, the Area Agency President/CEO may demand in writing that the Contractor give a written assurance of intent to perform. Failure by the Contractor to provide written assurance within the number of days specified in the demand may at Area 16 Area Agency on Aging, Region One Contract FY 2020 Agency's option, be the basis for terminating the contract under the Terms and Conditions or other rights and remedies available by law or provided by the contract. For designated agencies, termination shall comply with the Older American's Act legislation. b. Stop Work Order i. The Area Agency, at any time, by written order to the Contractor, may require the Contractor to stop all or any part, of the work called for by this Contract for period(s) of days indicated by the Area Agency after the order is delivered to the Contractor. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. ii. If a stop work order issued under this clause is canceled or the period of the order or any extension expires, the Contractor shall resume work. The Area Agency President/CEO shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be amended in writing accordingly. c. Non-Exclusive Remedies The rights and the remedies of the Area Agency under this contract are not exclusive. d. Non-Conforming Tender Materials or services supplied under this contract shall fully comply with the contract. The delivery of materials or services or a portion of the materials or services that do not fully comply constitutes a breach of contract. On delivery of nonconforming materials or services the Area Agency may terminate the contract for default under applicable termination clauses in the contract, exercise any of its rights and remedies under the Uniform Commercial Code, or pursue any other right or remedy available to it. e. Right of Offset Area Agency shall be entitled to offset, against any sums due the Contractor, any expenses or costs incurred by the Area Agency or damages assessed by the Area Agency concerning the Contractor's nonconforming performance or failure to perform the contract, including expenses, costs and damages. 10. Contract Termination a. Mutual Agreement This contract may be terminated by mutual agreement of the parties at any time during the term of this agreement. b. Cancellation for Conflict of Interest Pursuant to A.R.S §38-511 as may be amended, Area Agency may cancel this contract within three (3) years after contract execution without penalty or further obligation if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the Area Agency is or becomes at any time while the contract or an extension of the contract is in effect an employee of or a consultant to any other party to this contract with respect to the subject matter of the contract. The cancellation shall be effective when the Contractor receives written notice of the cancellation unless the notice specifies a later time. If the Contractor is a political subdivision of the State, it may also cancel this contract as provided in A.R.S §38-511 as may be amended. c. Gratuities The Area Agency may, by written notice to the Contractor, terminate this contract in whole or in part if Area Agency determines that employment or a gratuity was offered or made by the Contractor or a representative of the Contractor to any officer or employee of the Area Agency for the purpose of influencing the outcome of the procurement or securing the contract, an amendment to the contract, or favorable treatment concerning the contract, including the making of any determination or decision about contract performance. The Area Agency, in addition to any other rights or remedies, shall be entitled to recover exemplary damages in the amount of three times the value of the gratuity offered by the Contractor. d. Suspension or Debarment For non-governmental entities: The Area Agency may, by written notice to the Contractor, immediately terminate this contract if the Area Agency determines that the Contractor has been debarred, suspended or otherwise lawfully prohibited from participating in any public procurement activity, including but not limited to, being disapproved as a subcontractor of any public procurement unit or other governmental body. Submittal of an offer or execution of a contract shall attest that the Contractor is not currently suspended or debarred. If the Contractor becomes suspended or debarred, the Contractor shall immediately notify the Area Agency as identified in Section 8.a. Suspension and Debarment. For governmental entities: Either party may, by written notice, immediately terminate this contract if either party has determined to have been debarred, suspended or otherwise lawfully prohibited from participating in any public procurement activity, including but not limited to, being disapproved as a subcontractor of any public procurement unit or other governmental body. Submittal of an offer or execution of a contract shall attest that the Contractor is not currently suspended or debarred. If the Contractor becomes suspended or debarred, the Contractor shall immediately notify the Area Agency as 17 Area Agency on Aging, Region One Contract FY 2020 identified in Section 10.d. Suspension and Debarment. e. Termination for Convenience The Area Agency reserves the right to terminate the contract, in whole or in part at any time, when in the best interests of the Area Agency without penalty or recourse. In addition, the Area Agency has the right to terminate the contract upon the Contractor’s noncompliance which does or may jeopardize any Area Agency fund source requirements, standards, or expectations. Upon receipt of the written notice, the Contractor shall stop all work, as directed in the notice, notify all subcontractors of the effective date of the termination and minimize all further costs to the Area Agency. In the event of termination under this paragraph, all documents, data and reports prepared by the Contractor under the contract shall become the property of and be delivered to Area Agency upon demand. The Contractor shall be entitled to receive just and equitable compensation for work in progress, work completed and materials accepted before the effective date of the termination. The cost principles and procedures provided in A.A.C. R2-7-701 shall apply. The Contractor may terminate this contract per this provision by providing at least sixty (60) days written notice to the Area Agency President/CEO. f. Termination for Default i. In addition to the rights reserved under the contract, Area Agency may terminate the contract in whole or in part due to the failure of the Contractor to comply with any term or condition of the contract, to acquire and maintain all required insurance policies, bonds, licenses and permits, or to make satisfactory progress in performing the contract. The Area Agency President/CEO shall provide written notice of the termination and the reasons for it to the Contractor. ii. Upon termination under this paragraph, all goods, materials, documents, data and reports prepared by the Contractor under the contract shall become the property of and be delivered to the Area Agency on demand. iii. This contract is voidable and subject to immediate termination by Area Agency upon the Contractor becoming insolvent or filing proceedings in bankruptcy or reorganization under the United States Code, or upon assignment or delegation of the contract and/or any rights there under without Area Agency's prior written approval. iv. Area Agency may, upon termination of this contract, procure, on terms and in the manner that it deems appropriate, materials or services to replace those under this contract. The Contractor shall be liable to the Area Agency for any excess costs incurred by the Area Agency in procuring materials or services in substitution for those due from the Contractor. v. Area Agency may immediately terminate this contract if the Area Agency determines that the health or welfare or safety of service recipients is endangered. vi. For designated agencies, termination shall comply with the Older American's Act legislation. g. Continuation of Performance Through Termination Area Agency and the Contractor shall continue to perform, in accordance with the requirements of the contract, up to the date of termination, as directed in the termination notice. h. Termination for Any Reason i. In the event the contract is terminated, with or without cause, or expires, the parties, shall assist each other in the transition of services or eligible persons to other contractors. Such assistance and coordination shall include, but not be limited to, the forwarding of program and other records as may be necessary to assure the smoothest possible transition and continuity of services. The cost of reproducing and forwarding such records and other materials shall be borne by the Contractor. The Contractor must make provisions for continuing all management/administrative services until the transition of services or eligible persons is complete and all other requirements of this contract are satisfied. ii. Pertains to non-governmental entities only: In the event of termination or suspension of the contract by the Area Agency, such termination or suspension shall not affect the obligation of the Contractor to indemnify Area Agency, the State, and DES for any claim by any other party against Area Agency, the State, or DES arising from the Contractor's performance of this contract and for which the Contractor would otherwise be liable under this contract. To the extent such indemnification is excluded by A.R.S. §41-621 et seq. as may be amended or an obligation is unauthorized under A.R.S. §35-154 as may be amended, the provisions of this paragraph shall not apply. iii. In the event of early termination for any reason, any funds advanced to the Contractor shall be returned to Area Agency within ten (10) days after the date of termination of the contract or upon receipt of notice of termination of the contract, whichever is earlier. 18 Area Agency on Aging, Region One Contract FY 2020 11. Services a. Services The Contractor shall provide the services as identified in the Contract Summary of this contract in accordance with the following: i. Scope of Work(s); ii. Service Specification(s); iii. Specific Terms; iv. Approved Methodology(s); v. Documents referenced or included in the solicitation vi. Approved Budget or Rate; vii. Approved Outreach Plan(s), if applicable; and viii. Other Area Agency manuals, policies, procedures, and directives. b. Delivery of Services Contractor shall notify and obtain prior approval from Area Agency for modifications affecting the delivery of services which may include but is not limited to the following: i. Increase or decrease in the number of days of operations to existing facilities; ii. Increase or decrease in the number of facilities where services are provided; or iii. Changes to the Methodologies. c. Levels of Service i. For designated non-case managed services, if the Contractor determines service recipient eligibility, the Contractor shall maintain and regulate the units or services set forth in this contract to ensure continuity and availability of services to eligible persons during the term of this contract and during any transition to a subsequent Contractor. ii. Area Agency makes no guarantee to purchase specific quantities of goods or services, or to refer eligible persons as may be identified or specified herein. iii. Further, it is understood and agreed that this contract is for the sole convenience of the Area Agency and that the Area Agency reserves the right to obtain like goods or services from other sources when such need is determined necessary by the Area Agency. iv. Area Agency makes no guarantee to purchase all of the service units contracted or to provide any number of referrals. If quantities of units are specified, they are estimates only and the Area Agency may decrease and/or increase them by providing written notice to the Contractor. v. Any administration within the Area Agency may obtain services under this contract. vi. Contract services may be moved or expanded to other site locations within the geographic area awarded only by a written contract amendment. vii. When the method of compensation for the service is Fixed Price with Price Adjustment, the contract may be amended, by mutual agreement, to purchase additional services by increasing the contract service budget and/or budget summary. 1. It is expected that the Contractor will serve in excess of contract authorized, case managed, units by as much as 10% without obligation for an Area Agency funding increase. 2. Contractor is expected to serve, at least, within 90% of contracted levels of service. The Area Agency reserves the right to amend the contract funding and units within the contract to correspond with projected levels of service. 12. Area Agency Responsibility a. Technical Assistance Area Agency may, but shall not be obligated to, provide technical assistance to the Contractor in the administration of contract services, or relating to the terms and conditions, policies and procedures governing this contract. Notwithstanding the foregoing, the Contractor shall not be relieved of full responsibility and accountability for the provision of contract services in accordance with the terms and conditions set forth herein. 13. Contractor Responsibility a. Audit i. In compliance with the Federal Single Audit Act (31 U.S.C. per. 7501-7507 as may be amended and as OMB documents may be consolidated, renamed, or reconfigured), Contractors designated as sub- recipients, as described in the Office of Management and Budget (OMB) Circular A-133, expending federal funds from all sources totaling $750,000 or more, shall have a yearly audit conducted in accordance with the audit and reporting standards as prescribed in OMB Circular A-133 as may be amended. As outlined in A-133. the Audit Reporting Package shall include: 1. Financial statements and a schedule of Expenditures of Federal Awards (SEFA) 19 Area Agency on Aging, Region One Contract FY 2020 2. Summary schedule of prior audit findings 3. Auditors Reports (detailed in the A-133) 4. Corrective Action Plan ii. The Area Agency’s contract numbers and award amounts must be included on the SEFA. A copy of the Single Audit Reporting Package and Management Letter, if issued, shall be submitted to the Area Agency’s Chief Finance Officer within thirty (30) days after completion of the audit or nine (9) months after the audited period and to the Area Agency’s Contracts Department. iii. All Contractors are subject to the programmatic and fiscal monitoring requirements of Area Agency to ensure accountability of the delivery of all goods and services, as required under the Federal Single Audit Act. A minimum fiscal requirement for all Contractors designated as vendors is an annual financial audit which includes Area Agency contract numbers and award amounts. The Audit Report, Management Letter and Auditor's Opinion must be submitted to Area Agency within thirty (30) days after the completion of the audit. iv. As prescribed in OMB Circular A-133, for-profit sub-recipients are subject to compliance requirements established by the Area Agency. Methods to ensure compliance for Federal awards made to for-profit sub-recipients may include pre-award audits, Area Agency monitoring during the contract, and post-award audits. v. Audits of non-profit corporations receiving federal or state monies required pursuant to federal or state law must be conducted as provided in 31 U.S.C. Section 7501 et seq. and A.R.S. §35-181.03 as may be amended and any other applicable statutes, rules, regulations and standards. b. Background Checks for Employment through the Central Registry If providing direct services to children or vulnerable adults, the following shall apply: i. The provisions of A.R.S. §8-804 (as may be amended) are hereby incorporated in its entirety as provisions of this contract. ii. The Contractor will conduct Central Registry Background Checks using the Area Agency contract number: ADES15-089127. iii. The Contractor will use the information contained in the Central Registry as a factor to determine qualifications for positions that provide direct service to children or vulnerable adults for: 1. All employees of a Contractor; 2. A subcontractor of a Contractor and the subcontractor's employees; and 3. Prospective employees of the contractor or subcontractor at the request of the prospective employer. iv. Volunteers who provide direct services to children or vulnerable adults shall have a Central Registry Background Check which is to be used as a factor to determine qualifications for volunteer positions. v. A person who is disqualified because of a Central Registry Background Check may apply to the Board of Fingerprinting for a Central Registry exception pursuant to A.R.S. §41-619.57. A person who is granted a Central Registry exception pursuant to A.R.S. §41-619.57 is not entitled to a contract, employment, licensure, certification or other benefit because the person has been granted a Central Registry exception. vi. Before being employed or volunteering in a position that provides direct services to children or vulnerable adults, persons shall certify on forms provided by Area Agency whether an allegation of abuse or neglect was made against them and was substantiated. The completed forms are to be maintained as confidential. vii. A person awaiting receipt of the Central Registry Background Check may provide direct services to Area Agency clients after completion and submittal of the Direct Service Position certification form if the certification states: 1. The person is not currently the subject of an investigation of child abuse or neglect in Arizona or another state or jurisdiction; and 2. The person has not been the subject of an investigation of child abuse or neglect in Arizona, or another state or jurisdiction, which resulted in a substantiated finding. viii. If the Central Registry Background Check specifies any disqualifying act and the person does not have a Central Registry exception, the person shall be prohibited from providing direct services to Area Agency clients. ix. Contractors will conduct re-checks of any staff or volunteers: 1. Upon request from Area Agency; 2. In conjunction with the fingerprint clearance card renewal; and 3. If the staff/volunteer person has had a period of one (1) year interrupted from 20 Area Agency on Aging, Region One Contract FY 2020 employment/service or interrupted from performing direct services. x. The Contractor shall maintain the Central Registry Background Check results and any related forms or documents in a confidential file for five (5) years after termination of the contract. xi. Assistance: 1. The Request for Search of Central Registry for Background Check form is located at: Exhibit A (Form confirmed by DES 05/2019) 2. The Certification of Direct Service Position is located at: Exhibit B (Form confirmed by DES 05/2019) c. Books and Records i. Under A.R.S. §35-214 and §35-215 (does not pertain to municipalities), the Contractor shall retain and shall contractually require each subcontractor to retain all data and other “records” relating to the acquisition and performance of the contract for a period of five years after the completion of the contract. All records shall be subject to inspection and audit by Area Agency at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records. ii. Contract service records will be maintained in accordance with this contract amendment(s), scope(s) of service, service specification(s), and any other Area Agency policies and directives. Records shall, as applicable, include but not be limited to meeting the following standards: 1. Adequately identify the service provided and each service recipient’s application for contract and subcontract activities; 2. Include personnel records which contain applications for employment, job titles and descriptions, hire and termination dates, a copy of the fingerprinting clearance card, wage rates, and effective dates of personnel actions affecting any of these items; a. Specific to staff/volunteers providing transportation services, records must include a copy of a valid driver’s license based on the vehicle to be driven and the initial physical exam and subsequent physical exams per contract requirements. b. Specific to staff/volunteers providing home delivered meals, records must include a copy of a valid driver’s license based on the vehicle to be driven. 3. Include time and attendance records for individual employees to support all salaries and wages paid; 4. Include records of the source of all receipts and the deposit of all funds received by the Contractor; 5. Include original copies of invoices, statements, sales tickets, billings for services, deposit slips, etc., and a cash disbursement journal and cancelled checks to reflect all disbursements applicable to the contract; 6. Include a complete general ledger and accounts for the collection of all costs and/or fees applicable to the contract; and 7. Include copies of lease/rental agreements, mortgages and/or any other agreements that in any way may affect contract expenditures. iii. Any such records not maintained shall mandate an audit exception in the amount of the inadequately documented expenditures. iv. Contractor shall preserve and make available all records for a period of five (5) years from the date of final payment under this contract or if subject to Health Insurance Portability & Accountability Act which is six (6) years from the date of final payment. v. If this contract is completely or partially terminated, the records relating to the work terminated shall be preserved and made available for a period of five (5) years from the date of any such termination. vi. Records which relate to disputes, litigation or the settlement of claims arising out of the performance of this contract, or costs and expenses of this contract to which exception has been taken by the Area Agency, shall be retained by the Contractor until such disputes, litigations, claims or exceptions have been disposed of. d. Certification of Cost or Pricing Data By submittal of an offer, the contract, contract amendment or other official form, the Contractor certifies that, to the best of the Contractor's knowledge and belief, any cost or pricing data submitted is accurate, complete and current as of the date submitted or other mutually agreed upon date. Furthermore, the price to the Area Agency shall be adjusted to exclude any significant amounts by which the Area Agency finds the price was increased because the Contractor-furnished cost or pricing data was inaccurate, incomplete or not current as of the date of submittal. Such adjustment by the Area Agency may include overhead, profit, or fees. 21 Area Agency on Aging, Region One Contract FY 2020 e. Certification of Rate and/or Budget Contractor certifies the following: i. The contract Rate or Budget set forth in this contract was prepared in accordance with applicable Area Agency guidelines and procedures; ii. The information which was provided to Area Agency by the Contractor for use as a basis in approving the compensation budget or rate is accurate and in accordance with Section 13.s, Unallowable Costs of these Terms and Conditions; iii. Similar types of costs were accorded consistent accounting treatment in the development of the compensation section; and iv. No costs are included as both direct and indirect costs. v. The Contractor agrees that the funds received under this contract will be expended to achieve the purposes of this contract and to meet costs defined as allowable in applicable federal or state laws, rules, regulations and guidelines. For contracts where costs are reimbursed, any costs deemed unallowable as determined by a financial audit shall be subject to recoupment pursuant to Section 13.p, Payment Recoupment of these Terms and Conditions. The Contractor shall be entitled to appeal such determination through Area Agency's appeal process. f. Conflict of Interest Contractor is responsible to ensure that volunteers and staff do not engage in any extraneous, for hire, or non-contractual service tasks or otherwise engage in a conflict of interest relationship with a service recipient. Contractor shall have a specific Conflict of Interest policy to include staff training and monitoring system to ensure compliance. g. Gratuities Contractor and all representatives, staff, and volunteers shall not accept any form of gratuity including but not limited to cash, promise of cash, property, gifts, or services from service recipients. Contractor shall have a specific Gratuity Policy including staff training and monitoring system to ensure compliance. h. Code of Conduct The Contractor shall avoid action that might create or result in the appearance of: i. Inappropriate use or divulging of information gathered or discovered pursuant to the performance of its duties under the contract; ii. Acting on behalf of the Area Agency or contracted funding sources, without appropriate authorization; iii. Provide favorable or unfavorable treatment to anyone; iv. Make a decision on behalf of the Area Agency that exceeds Contractor’s authority that could result in partiality, or have a political consequence for the Area Agency or contracted funding sources. v. Misrepresent or otherwise impede the efficiency, authority, actions, policies, or adversely affect the confidence of the public or integrity of the Area Agency or contracted funding sources. vi. Loss of impartiality when advising the Area Agency or contracted funding sources. i. Competitive Bidding Contractor is authorized to purchase the supplies and equipment itemized in the contract or specified in an amendment for utilization in the delivery of contract services. Contractor shall procure all such supplies and equipment at the lowest practicable cost and shall purchase all non-expendable items, having a useful life of more than one year and an acquisition cost of $5,000 or more, through generally accepted and reasonable competitive bidding processes. Any procurement in violation of this provision shall be considered a financial audit exception. The documentation of bids and bid acceptance decision must be maintained by the Contractor and made available to Area Agency for review upon written request. j. Disaster Preparedness Contractor will develop and implement and emergency preparedness plan describing agency protocols to assist clients in the event of an emergency/disaster. The plan should include agency methods of coordination with state and/or local emergency response agencies. Contractor agrees to conduct staff training on the implementation of the emergency preparedness plan. k. Equipment i. If the Contractor is authorized, specifically by the Area Agency, to purchase equipment, it shall be itemized in the contract or in the Terms of the amendment for utilization in the delivery of contract services. If equipment is purchased as authorized by this contract, the Contractor shall maintain complete and up-to-date inventory records for all equipment purchased hereunder. Equipment specifically designated within this contract, to be purchased in whole or part with Area Agency funds, shall be reported in accordance with Area Agency Finance Manual inventory policies and procedures. The Contractor shall report equipment purchased with contract funds to Area Agency within thirty (30) days of purchase, perform an annual inventory of all equipment purchased with Area Agency funds and submit the equipment inventory to the Area Agency. ii. Reimbursement claims for equipment must include the detailed receipt identifying the equipment item, cost including taxes, shipping, and installation, and the type(s) of funds used from the Area 22 Area Agency on Aging, Region One Contract FY 2020 Agency. iii. The Area Agency and its funding sources shall retain an equitable interest equal to the purchase price paid, or a fair estimate or appraisal of current market value, whichever is greater, in all equipment purchased or assigned to the Contractor under this contract. Area Agency shall be included as a co-insured on any insurance policy which covers equipment purchased under this contract. iv. The Contractor shall not dispose of any equipment purchased or assigned under this contract without the prior written consent of Area Agency during and after the contract term. Such consent, if given, may include direction as to the means of disposition and the utilization of proceeds, including any necessary adjustments to the contract. v. Upon termination of this contract, any equipment purchased or assigned under this contract shall be disposed of as directed by Area Agency and, if sold, Area Agency shall be compensated in the amount of its equitable interest. vi. Under a Fixed Price contract, Section i. and Section v. do not apply unless specifically required by federal or state law. l. E-Verify i. In accordance with A.R.S. §41-4401 as may be amended, Contractor warrants compliance with all federal immigration laws and regulations relating to employees and warrants to compliance with section A.R.S. §23-214, Subsection A as may be amended which reads: “After December 31, 2007, every employer, after hiring an employee, shall verify the employment eligibility of the employee through the E-Verify program and shall keep a record of the verification for the duration of the employee’s employment or at least three (3) years whichever is longer.” ii. A breach of a warrant regarding compliance with immigration laws and regulations shall be deemed a material breach of the contract and the Contractor may be subject to penalties up to and including termination of the contract. iii. Failure to comply with an Area Agency audit process to randomly verify the employment records of the Contractor and subcontractors shall be deemed a material breach of the contract and the Contractor may be subject to penalties up to and including termination of the contract. iv. Area Agency retains the legal right to inspect the papers of any employee who works on the contract to ensure that the Contractor or subcontractor is complying with the warranty statement herein. m. Fingerprinting i. Contractor shall comply with, and shall ensure that all of Contractor's employees, independent contractors, subcontractors, volunteers and other agents comply with all applicable (current and future) legal requirements relating to fingerprinting, fingerprint clearance cards, certifications regarding pending or past criminal matters, and criminal records checks that relate to contract performance. ii. Applicable legal requirements relating to fingerprinting, certification, and criminal background checks may include, but are not limited, to the following: A.R.S. §§36-594.01, 36-3008, 41-1964, and 46-141. All applicable legal requirements relating to fingerprinting, fingerprint clearance cards, certifications regarding pending or past criminal matters, and criminal records checks are hereby incorporated in their entirety as provisions of this contract. The contractor is responsible for knowing which legal requirements relating to fingerprinting, fingerprint clearance cards, certifications regarding pending or past criminal matters, and criminal records checks relate to contract performance. iii. “Certifications regarding pending or past criminal matters” as identified above may be satisfied through the submission of the Criminal History Self Disclosure Affidavit by staff/volunteers. Such use of this form cannot be construed as the only manner or the best manner to obtain certifications regarding pending or past criminal matters. The Criminal History Self Disclosure affidavit form is located at: 1. Exhibit C (Form confirmed by DES 05/2019) English 2. Exhibit D (Form confirmed by DES 05/2019) Spanish iv. To the extent A.R.S. §46-141 as may be amended, is applicable to contract performance or the services provided under this contract, the following provision apply: 1. Personnel who are employed by the Contractor, whether paid or not, and who are required or allowed to provide services directly to juveniles or vulnerable adults shall have a valid fingerprint clearance card or shall apply for fingerprint clearance card within seven working days of employment. The Contractor is required to maintain complete documentation of all fingerprint clearance cards to demonstrate all personnel have clearance including copies of 23 Area Agency on Aging, Region One Contract FY 2020 the front and back of the card. For employees/volunteers who have the fingerprint clearance card prior to working/volunteering with the Contractor, the Contractor needs to verify the status of the card at the following website: https://webapps.azdps.gov/public_inq_acct/acct/ShowClearanceCardStatus.action 2. Except as provided in A.R.S. §46-141, this contract may be cancelled or terminated immediately if a person employed by the Contractor and who has contact with juveniles or vulnerable adults certifies pursuant to the provisions of A.R.S. §46-141 as may be amended, that the person is awaiting trial or has been convicted of any of the offenses listed therein in this State, or of acts committed in another state that would be offenses in this State, or if the person does not possess or is denied issuance of a valid fingerprint clearance card. 3. Federally recognized Indian tribes or military bases may submit and the Department of Economic Security shall accept certifications that state that no personnel who are employed or who will be employed during the contract term have been convicted of, have admitted committing, or are awaiting trial on any offense as described in A.R.S. §46-141 (H) (as may be amended). v. Contractor is solely responsible for maintaining and providing upon request documentation verifying all aspects of this section. n. IT 508 Compliance Unless specifically authorized in the contract, any electronic or information technology offered to the Area Agency under this contract shall comply with A.R.S. §41-3531 and §3532 as may be amended, and Section 508 of the Rehabilitation Act of 1973, which requires that employees and members of the public with disabilities shall have access to and use of information technology that is comparable to the access and use by employees and members of the public who are not individuals with disabilities. o. Payment Indemnification The Contractor shall be responsible for issuing payment for services performed by the Contractor’s employees, subcontractors, suppliers, or any other third party incurred in the furtherance of the performance or the arising out of the contract and will indemnify and save the Area Agency harmless for all claims whatsoever out of the lawful demands of such parties. The Contractor shall, at the Area Agency’s request, furnish satisfactory evidence that all obligations of the nature hereinabove designated have been paid, discharged or waived. p. Payment Recoupment Contractor shall reimburse Area Agency upon demand or Area Agency may deduct from future payments for the items below. i. Any amounts received by the Contractor from Area Agency for contract services which have been inaccurately reported or are found to be unsubstantiated; ii. Any amounts paid by the Contractor to a subcontractor not authorized in writing by Area Agency; iii. Any amount or benefit paid directly or indirectly to an individual or organization not in accordance with the Section 3.k, Substantial Interest Disclosure and/or Section 10.b. Cancellation for Conflict of Interest of these Terms and Conditions; iv. Any amounts paid by Area Agency for services which duplicate services covered or reimbursed by other specific grants, contracts, or payments; v. Any amounts expended for items or purposes determined unallowable by Area Agency when this contract provides for the reimbursement of costs, see the Section 13.s, Unallowable Costs section of these Terms and Conditions; vi. Any amounts paid by Area Agency for which the Contractor's books, records, and other documents are not sufficient to clearly substantiate that those amounts were used by the Contractor to perform contract services; vii. Any amounts received by the Contractor from Area Agency which are identified as a financial audit exception; viii. Any amounts received by the Contractor from Area Agency which are identified as a financial audit exception; ix. Any amounts paid or reimbursed in excess of the contract or service reimbursement ceiling; x. Any amounts paid to the Contractor which are subsequently determined to be defective pursuant to Section 13.d, Certification of Cost or Pricing Data of these Terms and Conditions; xi. Any payments made for services rendered before the contract begin date or after the contract termination date. q. Reporting Requirements i. Unless otherwise provided in this contract and specifically excluding the last reporting month of the contract term, reporting shall adhere to the following schedule: no later than the tenth (10th) day following each month during the contract term the Contractor shall submit to Area Agency 24 Area Agency on Aging, Region One Contract FY 2020 programmatic and financial reports in the form set forth in the contract or by Area Agency directive. Failure to submit accurate and complete reports by the tenth (10th) day following the end of each month may result, at the option of Area Agency, in assessing available penalties as allowed in Section 4.c.vi Contract Payment Provision of these Terms and Conditions. Reference Exhibit E. ii. For the final billing month of the fiscal year, no later than the Area Agency appointed day following end of each contract term, the Contractor shall submit to Area Agency a final program and fiscal report. iii. Failure to submit the final program and fiscal report within the above time period may result, at the option of Area Agency, in forfeiture of final payment. r. Supporting Documents and Information In addition to any documents, reports or information required by any other section of this contract, Contractor shall furnish Area Agency with any further documents and information deemed necessary by Area Agency. Upon receipt of a request for information from Area Agency, the Contractor shall provide complete and accurate information no later than fifteen (15) days after the receipt of the request. s. Unallowable Costs The cost principles set forth in the Code of Federal Regulations, 48 CFR, Chapter 1, Subchapter e, Part 31, (October 1, 1991), including later amendments and editions, on file with the Arizona Secretary of State and incorporated by this reference, shall be used to determine the allow ability of incurred costs for the purpose of reimbursing costs under contract provisions that provide for the reimbursement of costs. Those costs which are specifically defined as unallowable therein will not be submitted for reimbursement by the Contractor and may not be reimbursed with Area Agency funds. In addition, the Contractor shall comply with the following publications (including subsequent revisions) as applicable: i. OMB Circular A-87 for State, local and Indian Tribal Governments. ii. OMB Circular A-122 for private nonprofit organizations other than institutions of higher education, hospitals or others specified in A-122. iii. OMB Circular A-21 for educational institutions. iv. OMB Circular A-133 for audits of institutions of higher education and other non-profit institutions. 14. Contract Performance Terms a. Evaluation Area Agency may evaluate and the Contractor shall cooperate in the monitoring, assessing, and evaluation of contract services. Evaluation may assess the quality and impact of contract services, either in isolation or in comparison with other similar services, and assess the Contractor's progress and/or success in achieving the goals, objectives and deliverables set forth in this contract. As requested by the Area Agency, the Contractor shall participate in third party evaluations relative to contract impact in support of Area Agency and contract goals. Evaluations shall include access to all subcontractor services if applicable. b. Monitoring Area Agency may monitor the Contractor and/or subcontractor and they shall cooperate in the monitoring of services delivered, facilities and records maintained and fiscal practices. c. Non-Discrimination i. The Contractor shall comply with State Executive Order No. 2009-09 and all other applicable federal and state laws, rules and regulations, including the Americans with Disabilities Act. ii. Unless exempt under federal law, the Contractor shall comply with Title VII of the Civil Rights Act of 1964 as amended. Contractor shall comply with the Age Discrimination in Employment Act. The Contractor shall comply with the Rehabilitation Act of 1973, as amended, which prohibits discrimination in the employment or advancement in employment of qualified persons because of physical or mental handicap. The Contractor shall comply with the requirements of the Fair Labor Standards Act of 1938, as amended. iii. If Contractor is an Indian Tribal government, Contractor shall comply with the Indian Civil Rights Act of 1968. It shall be permissible for an Indian Tribal Contractor to engage in Indian preference in hiring. iv. The Contractor shall comply with Title VI of the Civil Rights Act of 1964, which prohibits the denial of benefits of or participation in contract services on the basis of race, color, or national origin. The Contractor shall comply with the requirements of Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of handicap, in delivering contract services and with Title II of the Americans with Disabilities Act, and the Arizona Disability Act, which prohibit discrimination on the basis of physical or mental disabilities in the provision of contract programs, services, and activities. v. The following shall be included in all publications, forms, flyers, etc. that are distributed to recipients of contract services: 25 Area Agency on Aging, Region One Contract FY 2020 “Under Titles VI and VII of the Civil Rights Act of 1964 (Title VI and VII) and the Americans with Disabilities Act of 1990 (ADA) Section 504 of the Rehabilitation Act of 1973 and the Age Discrimination Act of 1975, [insert Contractor name here] prohibits discrimination in admissions, programs, services, activities or employment based on race, color, religion, sex, national origin, age, and disability. The [insert Contractor name here] must make a reasonable accommodation to allow a person with a disability to take part in a program, service, or activity. Auxiliary aids and services are available upon request to individuals with disabilities. For example, this means that if necessary, the [insert Contractor name here] must provide sign language interpreters for people who are deaf, a wheelchair accessible location, or enlarged print materials. It also means that the [insert Contractor name here] will take any other reasonable action that allows you to take part in and understand a program or activity, including making reasonable changes to an activity. If you believe that you will not be able to understand or take part in a program or activity because of your disability, please let us know of your disability needs in advance if at all possible. To request this document in alternative format or for further information about this policy please contact [insert Contractor contact person and phone number here]. Para obtener este documento en otro formato u obtener informacion adicional sobre esta politica, contact [insert Contractor contact person and phone number here].” d. Personnel The Contractor’s personnel shall satisfy all qualifications, carry out all duties, and work the hours set forth in this contract. e. Professional Standards The Contractor shall deliver contract services in a humane and respectful manner and in accordance with any and all applicable professional accreditation standards. Levels of staff qualifications, professionalism, numbers of staff and individuals identified by name must be maintained as presented in the contract. f. Visitation, Inspection, and Copying i. Contractor's or subcontractor's facilities, services and individuals served, books and records pertaining to the contract shall be available for visitation, inspection and copying by Area Agency and any other appropriate agent of a funding source or the state or federal government. At the discretion of Area Agency, visitation, inspection and copying may be at any time during regular business hours, announced or unannounced. If Area Agency deems it to be an emergency situation, it may at any time visit and inspect the Contractor's or subcontractor's facilities, services, and individuals served, as well as inspect and copy their contract-related books and records. ii. Facilities Inspection and Materials Testing The Contractor agrees to permit access to its facilities, subcontractor facilities and the Contractor’s processes or services, at reasonable times for inspection of the facilities or materials covered under this contract. The Area Agency shall also have the right to test, at its own cost, the materials to be supplied under this contract. Neither inspection of the Contractor’s facilities nor materials testing shall constitute final acceptance of the materials or services. If the Area Agency determines non-compliance of the materials, the Contractor shall be responsible for the payment of all costs incurred by the Area Agency for testing and inspection. 15. Programmatic Terms a. Client Contributions, Fees, and Program Income The Contractor shall impose no fees or charges of any kind upon recipients of contract services without written approval from the Area Agency President/CEO. The Contractor shall solicit voluntary contributions from recipients/clients for services received. The Contractor shall not deny or affect levels, delivery, quality of service to any client solely because he/she refuses to make a contribution. Any contributions generated and received by the Contractor as a result of contract services must be directly allocated to the contracted service and shall be disposed of and reported in accordance with the Area Agency Finance Manual. b. Confidentiality i. Contractor shall observe and abide by all applicable State and Federal statues, rules, and regulations regarding the use or disclosure of information including, but not limited to, information concerning applicants for and recipients of contract services. To the extent permitted by law, the Contractor shall release information to the Area Agency and/or the Attorney General’s Office as required by the terms of this contract, by law, or upon their request. ii. The contractor shall comply with the requirements of Arizona Address Confidentiality Program, A.R.s. 41-161 et. seq. Area Agency will advise the Contractor as to the applicable policies and procedures the State and/or DES have adopted for such compliance. iii. Notwithstanding the foregoing, Contractor may release public records redacting confidential and personal identifying information in response to a valid public records request pursuant to the Arizona Public Records Law (A.R.S. §39-121 et seq.), provided, that in the event such a public 26 Area Agency on Aging, Region One Contract FY 2020 records request is received, Contractor shall immediately notify Area Agency and thereafter permit Area Agency (or any counterpart of the Area Agency to whom the records or information subject to the request belongs or concerns) to intervene in order to secure a protective order or other appropriate relief from a court of competent jurisdiction. The protective action described in the preceding sentence shall be undertaken (if at all) in sole discretion of Area Agency and/or its counterparties, and a protective order or other appropriate relief must be obtained within ten (10) business days from the date that notification of the public records request is delivered by Contractor to Area Agency. Contractor shall not, under any circumstances, be responsible for securing a protective order or other relief enjoining the release of records, nor shall Contractor be in any way financially responsible for any costs associated with securing such an order. c. Fair Hearings and Service Recipients’ Grievances i. The Contractor shall advise all applicants for and recipients of contract services of their right, at any time and for any reason, to present to the Contractor and to Area Agency any grievances arising from the delivery of contract services, including but not limited to ineligibility determination, reduction of services, suspension or termination of services, or quality of services. The Area Agency may assert its jurisdiction to hear the grievance or refer the matter to the appropriate authority. ii. The Contractor, whenever authorized by law, shall maintain a formal system acceptable to and approved by the Area Agency for reviewing and adjudicating grievances by service recipients or subcontractors arising from this contract. d. Outcome Measurement Participation The Contractor shall participate with the Area Agency in efforts to comply with federal and state mandated requirements regarding the tracking of outcome measurement performance data and standards. Measurement data may be developed through joint planning efforts between the Contractor and the Area Agency or required as a result of mandates from federal or state fund sources. 27 Area Agency on Aging, Region One Contract FY 2020 Scope of Work Arizona Department of Economic Security (DES) – Area Agencies on Aging 15.0 CASE MANAGEMENT 15.1 Purpose Statement 15.1.1 The service identifies, facilitates, and coordinates formal and informal services in order to assist clients to maintain independence and avoid institutional placement, while complementing caregiver support. 15.2 Service Description 15.2.1 Taxonomy Definition – A service or process that establishes a relationship with an individual or family in order to enhance their functioning and/or integration into the community. Appropriate services and/or benefits are identified, planned, obtained, provided, recorded, monitored, modified when necessary and/or terminate. This may include: assessment to determine their needs and eligibility when applying for/receiving services, assistance in obtaining entitlements, communication and coordination of care as well as follow-up of crisis contacts or missed appointments. 15.2.2 Case management is a service or process that establishes a relationship through a strength-based collaboration with an individual, family and/or caregiver in order to assist individuals in organizing and managing their care by coordinating and facilitating access to a variety of services in a timely manner. 15.2.3 Appropriate services and resources, including home and community-based services (HCBS), are identified, planned, obtained, provided, recorded, monitored, modified when necessary and/or terminated. 15.2.4 Case management consists of intake and screening, assessment, service planning and implementation, follow-up and monitoring, and reassessment and termination of services. 15.2.5 Screening and/or intake may be provided before a referral to case management is made. 15.2.6 Specifically related to the Family Caregiver Support Program, case management for a caregiver is considered a counseling service focused on the needs of the caregiver and doesn’t include client (care- recipient) assessment or authorization of client-supported services. 15.2.7 Eligibility Requirements - The Contractor shall provide services to individuals that meet the eligibility requirements described in Chapter 3000, Section 3100 of the DAAS Policy and Procedure Manual, with priority given as indicated in Chapter 3100, as may be amended. 15.3 Service Requirements – The Contractor shall: 15.3.1 Provide Intake 1. Provide intake of the individual. 2. Identify and record name and contact information of the individual or caregiver who is seeking assistance. 3. Identify and record information regarding self-assessment of health and of Activities of Daily Living (ADLs) and Instrumental ADLs (IADLs), assets and resources, and formal and informal support systems. 4. Identify and record the individual’s wants, problems, strengths and needs, or caregiver’s level of stress. 5. Provide the individual or caregiver with information about available services, eligibility, and conditions of acceptance for services. 6. Inform the individual or caregiver of his/her rights and responsibilities in relation to services. 7. Arrange for or facilitate access to one-time-only or emergency services needed by the individual or caregiver. Document the name of the individual or caregiver and the type of service for which arrangements were made. 8. Determine if the individual or caregiver is appropriate for case management or for an assessment. 15.3.2 Provide Assessment 1. Provide an in-home visit by a case manager to conduct an in-depth assessment using an ADES approved tool (see the DAAS Policy and Procedure Manual Chapter 3000, Section 3123 as may be amended). 2. Assess the individual’s strengths based on daily living situation, health, finance/insurance, social supports, leisure/recreational activities, spirituality/religion and develop a service plan in collaboration with the individual or caregiver and other appropriate persons. 3. Establish and record the individual’s or caregiver’s goals. 4. Client-supported caregiver services require additional assessment using an ADES approved tool. (See the DAAS Policy and Procedure Manual, as may be amended). 5. Determine if the individual or caregiver is eligible to receive services. 15.3.3 Develop a Service Plan 1. Identify and record what services have been chosen to be provided to the individual or caregiver. 2. Identify and record how services will be provided. 28 Area Agency on Aging, Region One Contract FY 2020 3. Identify and record who will provide the service. 4. Identify and record, with input from the individual or caregiver, when the plan will begin, when it is to end, when specified milestones are to be accomplished and when progress is to be assessed. 5. Identify and record the criteria for measuring the results to be achieved by the plan. 6. Identify and record the process to be utilized for renegotiating the service plan. 15.3.4 Provide Service Plan Implementation 1. Authorize and record the covered services to be provided to the individual or caregiver. 2. Record referrals made for non-covered services (services other than those authorized). 3. Give each individual seeking services a list of agencies that provide similar services. 4. Coordinate and facilitate the access to and the delivery of services to the individual or caregiver and record this information. 5. Assist the individual or caregiver in obtaining needed services and resources through education and advocacy. 6. Provide direct intervention to assist with the individual or caregiver’s overall goals. 15.3.5 Provide Service Plan Monitoring 1. Determine and record the type and quantity of services the individual or caregiver received. 2. Identify and record the individual or caregiver’s progress toward established goals. 3. Identify and record the quality and appropriateness of the services provided. 4. Identify, record and reassess the service goals and resolve any problems related to the service assist the individual or caregiver with appeals, hearings and/or grievances. 5. Determine and record the individual or caregiver’s continued eligibility and need for services. 6. Conduct a review of the entire service plan at least every six months. 7. Conduct a reassessment of the individual’s needs and preferences annually or if changes have occurred since the last review. 8. Follow up to determine whether changes were implemented. 15.3.6 Provide Service Plan Closure 1. Identify, assess and record the individual or caregiver’s progress toward his/her goals. 2. Identify and record the individual or caregiver’s status at the close of the service plan. 3. Identify and record the reasons for closure of the plan. 15.4 Staffing Requirements – The Contractor shall: 15.4.1 Require that case managers have at a minimum a Bachelor’s degree in social work, sociology, psychology, counseling, nursing, or other closely related fields, or have two years’ experience in social or health services. 15.4.2 Require that the Case Management Supervisor has at least a Master’s degree or at least four years experience in social or health services. 15.4.3 Require that case managers have a thorough knowledge of the services provided by their respective programs and an understanding of procedures for integrating services. 15.4.4 Require that case managers have the knowledge, skills, and experience necessary to assess the client’s strengths and need for services and perform the core functions of case management. 15.4.5 Require that case managers confirm that appropriate assistance is given to each individual, family member, caregiver, or an individual’s legal representative, by providing accurate and complete information about available services allowing the individual self-directed care. 15.4.6 Require that case managers display effective communication skills and be able to work as part of a team of service providers on behalf of the individual. 15.4.7 Require that case managers assume responsibility for their own professional growth and continuing education to enhance their case management skills, and keep up with the many changes of available resources in the health and social service fields. 15.4.8 Require that case managers do not engage in any personal relationships with the individual, caregiver, or family members that may lead to any personal or professional gain or impair professional judgment. 15.4.9 Require that staff providing intake have the knowledge, skills, and experience necessary to refer individuals to case management as appropriately. 15.4.10 Require that a newly hired employee providing case management services shall submit three references from persons other than family members in order for the Contractor to verify the employee’s previous employment record. All references, whether verbal or written, shall be contacted and results documented in the personnel record. 15.5 Performance Measures 15.5.1 Increase in the percentage of individuals 60+ years of age living below the poverty level who receive Case Management services. Increase in the percentage of individuals 60+ years of age with severe disabilities (3+ ADL limitations) who receive Case Management services. 15.5.2 Informal supports and private pay options identified during assessment and monitoring are incorporated into the service plan. 29 Area Agency on Aging, Region One Contract FY 2020 15.6 Reporting Unit 15.6.1 One case management unit of service equals 60 minutes of service time. 30 Area Agency on Aging, Region One Contract FY 2020 AREA AGENCY ON AGING, REGION ONE, INCORPORATED SERVICE SPECIFICATIONS CASE MANAGEMENT 1. Services Description / Goals a. Case management is a service unto itself without regard to whether additional home and community based services are authorized for a client. The contractor shall seek out to serve clients that will need only case management as well as clients that will need case management along with home and community based services. b. The contractor shall comply with the following additional requirements. 2. Definitions a. ALTCS means the Arizona Long Term Care System implemented through Title XIX funds. b. DAAS Policy and Procedure Manual means the Arizona Division of Aging and Adult Services manual as may be updated or amended. The link is: https://des.az.gov/services/aging-and-adult/partners/daas-policy-and-procedure-manual c. Direct Payment means a seventy dollar ($70) monthly payment to an SPP client for housekeeping. d. SEF means the Service Enrollment Form. e. Quarter means Fiscal Year Quarter of July - September, October - December, January - March, and April - June. f. SAIL (Senior Adult Independent Living). g. Service Provider(s) means agency(s) under contract with the Area Agency on Aging to deliver home and community based services. h. SPP means State Supplemental Payment Program. i. SPP Service(s) means the services of the homecare cluster of services that are delivered to SSI recipients by agencies under contract with the Area Agency on Aging. j. Activities of Daily Living (ADL)- ability to carry out major life functions, i.e., eating, bathing. k. Instrumental Activities of Daily Living (IADL)- ability to maintain major life activities and assure safety, i.e., shop, use telephone, independent in self-preservation. 3. Client Eligibility Client eligibility for SAIL case management shall be limited to the following groups: a. Individuals sixty (60) years of age and older with an emphasis on serving those in greatest economic and social need. b. Adults with disabilities, eighteen (18) to fifty-nine (59) years of age who have a physical impairment that substantially limits two or more major life activities and have a diagnosis of such impairment. Emphasis shall be placed on serving those in greatest economic and social need. i. Physical Impairment includes physiological conditions or disability. ii. Major Life Activities includes such activities as self-care, learning and working. iii. Diagnosis means diagnosed or classified as having a physical or mental impairment by a doctor of medicine, a doctor of osteopathy, a psychologist certified by either the Arizona State Board of Psychologist examiners or by the Department of Education. c. Individuals who are eligible for SPP services have already been identified / authorized by Area Agency. No new clients may be enrolled into this program without prior Area Agency authorization. d. Individuals who are Adult Protective Service clients without regard to income, eighteen (18) years of age or older. e. Individuals in need of a comprehensive assessment to determine if long term care services, including case management only, are needed to assist the client to remain living independently in their own home. 4. Application Process a. Request for Service and Initial Screening i. All people in need of case management and/or home and community based services, regardless of their income or place of residence within Maricopa County, will call the Area Agency on Aging Senior HELP LINE at 602-264-4357 or 1-888-264-2258. ii. Area Agency’s Senior HELP LINE staff screen and telephone triage to determine the person’s eligibility and need for case management and/or home and community based services. iii. Persons identified as needing SAIL services will be referred to SAIL case management provider for a comprehensive social health assessment and referrals to any other services that may be identified at intake. b. Initial Assessment 31 Area Agency on Aging, Region One Contract FY 2020 i. The case manager will conduct an in-home visit with the client within seven (7) working days of an Area Agency request for service. The case manager will document the reason(s) for any in-home visit conducted after 7 working days. ii. The case manager will conduct a comprehensive social and health assessment, using the Arizona Standard Comprehensive Assessment and Plan (ASCAP) form. iii. As clients present an on-going need for case management and/or home and community-based services, clients will be assigned to a permanent case manager. iv. Based on availability of funding for services, clients will be placed on waitlists using a prioritization matrix. When funding becomes available, the case manager will complete a home visit, when ASCAP date exceeds more than 45 calendar days, prior to removing clients from the waitlist. 5. Service Planning / Arrangement / Enrollment a. A care plan that identifies the type and amount of care necessary to meet the needs of the client will be developed by the case manager and the client which includes: i. functional level. ii. support systems. iii. individual's financial resources. iv. a service plan that indicates case management functions and, as needed, home and community based services. v. the priority for service for each client. b. The case manager will coordinate both formal and informal services, and arrange and authorize services to implement the care plan. The Service Plan/Enrollment Form will be completed by the case manager upon completion of the initial assessment. c. Client Contributions: All clients, regardless of income and resources, will be provided written policy/literature regarding the contribution policy. The case manager will orient the client to the procedures for contributions. No client may be denied services due to their inability to contribute toward the cost of their services. d. Client Cost Share: Based on the client’s self-declared income and resources, the case manager will determine if the client should be assessed a cost share for service(s). The case manager will provide written policy/literature to review the cost share policy and orient the client to the procedures for payment. No client may be denied services due to their inability to cost share toward the cost of their services. e. Develop and implement an emergency/disaster plan to be used when client is not able to receive services due to natural, health, or safety disaster. This includes ability to access daily needs such as food, running water, electricity, etc. 6. Case Records Case records must be maintained in accordance with all HIPAA regulations and in locked files to ensure confidentiality of client information. Case records must contain: a. a correctly completed copy of each of the above standard forms containing an original, valid client signature on applicable forms. b. documentation of client service provided including date of service, amount of time providing service, and the service worker's initials. c. current care plan. d. At least quarterly narrative entries on service delivery process, client status and assistance provided in obtaining necessary services and resources. 7. Provider Staffing Annually, the Contractor(s) and Area Agency will develop a schedule for provider staffing. The Case Management Unit will coordinate the staffing with SAIL service providers. The priority for staffing includes the following care priorities: a. difficult to serve cases, including multi-agency involvement, i.e., APS, casework/counseling. b. new service opens, closures, change, and clients on hold. c. annual assessment update review of monthly home care Non-Provision of Service Reports from providers. d. additional cases as requested by case manager or provider. 8. Notification to Clients-Right of Appeal All clients who have received an initial assessment and have been denied SAIL services shall be notified in writing of the reason for this determination and informed of their right to an informal hearing and the process to use to proceed to a hearing. On-going clients must also be notified in writing of their right to an informal hearing based on the case manager's decision to decrease service levels, and/or add or terminate one or more services. 9. Reporting Requirements Contractor shall comply with all Area Agency policies, procedures, and directives regarding billing as follows: 32 Area Agency on Aging, Region One Contract FY 2020 a. Reports and documentation must be reported on a calendar month, by the 10th, (If the 10th is Saturday it is due Friday; if the 10th is Sunday it is due Monday) only as follows: i. monthly statistical report. ii. Monthly demographic report. iii. monthly client units of service report. iv. monthly waiting list by service and by PSA. v. monthly financial report. vi. quarterly outreach report. b. Completed ASCAPs and SEFs must be submitted to the Area Agency on Aging when completed (daily), not to exceed 5 calendar days from the date of the home visit. 33 Area Agency on Aging, Region One Contract FY 2020 Facility Location Contract services shall be delivered only at facilities and locations specified below and will be available during the hours and days of operation indicated: AGENCY S GEOGRAPHIC ADULT DAY INFORMATION U SERVICE HEALTH CARE B DAYS OF AREA TRANSPORTATION Facility / Site Name CONTRACTED C WEEK or Address, City, State, O & (service area by PSA, HOME SERVICES N City(s) & communities DELIVERED Zip BY HOURS OF or north, south, east, Telephone # SITE T OPERATION west boundaries) MEALS DELIVERY Fax # R BY AREA (list corporate office, A SITE (specific north, then any site office) C south, east, west T boundaries) Maricopa County Human Services Department 234 N Central Ave N Case Monday-Friday Suite 3000 A PSAs 1,2,3,4,5 Management 8am – 5pm Phoenix AZ 85004 602-506-5911 602-372-4879 602-372-4880 fax HOLIDAY OBSERVANCES A √ indicates the HOLIDAYS that the facility(s) listed above will not be open: √ New Year’s Day √ Labor Day Other Holidays: √ Martin Luther King Day Columbus Day √ President’s Day √ Veteran’s Day Good Friday √ Thanksgiving Day(s): 2 √ Memorial Day √ Christmas Day(s): √ Independence Day HOLIDAYS marked are administrative only; services are provided 24/7 34 Area Agency on Aging, Region One Contract FY 2020 Certificate Regarding Lobbying Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, ''Disclosure of Lobbying Activities,'' in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Statement for Loan Guarantees and Loan Insurance The undersigned states, to the best of his or her knowledge and belief, that: If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan, the undersigned shall complete and submit Standard Form-LLL, ''Disclosure of Lobbying Activities,'' in accordance with its instructions. Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required statement shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. MARICOPA COUNTY Signature and Date Bill Gates, Chairman Maricopa County Board of Supervisors 35 Area Agency on Aging, Region One Contract FY 2020 Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion Lower tier Covered Transactions This certification is required by the regulations implementing Executive Order 12549-Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participant's responsibilities. The regulations were published as Part VII of the May 28, 1988 Federal Register (pages 19160 - 19211). 1. By signing this certificate, the prospective recipient of federal assistance funds certifies that neither it nor its principals are presently debarred, suspended, proposed for disbarment, declared ineligible, or voluntarily excluded from participation in this transaction by an Federal department or Agency. 2. Contractor is providing the certification as set out below. 3. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective recipient of federal assistance funds knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment. 4. The prospective recipient of federal assistance funds shall provide immediate written notice to the Area Agency President/CEO if at any time the prospective recipient of federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 5. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," " proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. 6. The prospective recipient of federal assistance funds agrees by signing this certification, that should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the Department of Labor (DOL). 7. The prospective recipient of federal assistance funds further agrees by signing this certification that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 8. A participant in a covered transaction may rely upon a certification of prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may but is not required to check the List of Parties Excluded from Procurement or Non-Procurement Programs. 9. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 10. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the federal government, the DOL may pursue available remedies including suspension and/or debarment. MARICOPA COUNTY Signature and Date Bill Gates, Chairman Maricopa County Board of Supervisors 36 Area Agency on Aging, Region One Contract FY 2020 Exhibit A Rev. 7/1/16 ARIZONA DEPARTMENT OF ECONOMIC SECURITY (ADES) Division of Aging and Adult Services (DAAS) REQUEST FOR SEARCH OF CENTRAL REGISTRY FOR BACKGROUND CHECK – COVER SHEET This document and any files transmitted with it are confidential and intended solely for the use of the individual or entity to which they are addressed. If you have received this information in error, please notify the sender and destroy the information. The information contained in the Central Registry and any attached files shall be used as a factor to determine qualifications for individuals/agencies applying for contracts with this state, including employees of the prospective contractor, contractors, and subcontractors for positions that provide direct services to children or vulnerable adults. The information contained in the Central Registry for Background Check and any attached files is confidential and shall not be further disseminated or shared. PLEASE COMPLETE ALL FIELDS ACCURATELY AND LEGIBLY. Organization Name: Check One: Prospective ADES/DAAS Contractor ADES/DAAS Contract Number: Current ADES/DAAS Contractor Subcontractor to ADES/DAAS Contractor – Identify ADES/DAAS Contractor: Tracking Number (You must provide your unique tracking Check One: New Contract with ADES/DAAS number as it will be used to identify and track this document and the individuals linked to it.): ADES/DAAS Contract Extension New employee hire Requester’s Phone Number: Requester’s Email Address: Requester’s Mailing Address: Name of person authorized to submit Request Requester’s Signature Date of Request: attesting to the presence of a Signed Direct Service form for each request: SUBMIT THIS COMPLETED COVER SHEET AND REQUEST FORM(S) THROUGH ONE OF THE FOLLOWING METHODS: Email (secured) to: DAAS-CR@azdes.gov Please indicate Organization Name in subject line. Fax to: Central Registry Request at 602-542-6636 Mail to: ADES Division of Aging and Adult Services Attn: Contracts Unit Central Registry Request P. O. Box 6123, Mail Drop 6271 Phoenix, AZ 85005 RESULTS of this check will be: 1. EMAILED to the address above indicating that one or more individuals on the request was (were) unable to be processed with the information provided. The Signatory will be required to respond to DAAS- CR@azdes.gov within 10 working days with a statement verifying that the person(s) is(are) not providing a direct service to a child or vulnerable adult; or 2. EMAILED to the address above if all names are cleared; or 3. EMAILED to the address above with information on individuals found to have a substantiated finding of child abuse or neglect on the Central Registry; and 4. MAILED to the individual who is found to have a substantiated finding on the Central Registry that disqualifies him/her from providing direct services to children or vulnerable adult clients of ADES. Illegible, inaccurate, or incomplete information on the Cover Sheet or Request Form will delay your response from ADES/DAAS. See last page for EOE/ADA/LEP/GINA disclosures 37 Area Agency on Aging, Region One Contract FY 2020 REQUEST FOR SEARCH OF CENTRAL REGISTRY FOR BACKGROUND CHECK (All fields must be completed, and information must be accurate and legible.) INDIVIDUAL’S INFORMATION NAME ALIAS (Previously used name(s)) SOC. SEC. NO. DATE OF BIRTH ADDRESS (No., Street, City, State, ZIP) ADES/DAAS – INTERNAL USE ONLY (Search results) Reports: Yes Number: [See attached document(s)] No Date of Search: NAME OF PERSON COMPLETING SEARCH SIGNATURE INDIVIDUAL’S INFORMATION NAME ALIAS (Previously used name(s)) SOC. SEC. NO. DATE OF BIRTH ADDRESS (No., Street, City, State, ZIP) ADES/DAAS – INTERNAL USE ONLY (Search results) Reports: Yes Number: [See attached document(s)] No Date of Search: NAME OF PERSON COMPLETING SEARCH SIGNATURE INDIVIDUAL’S INFORMATION NAME ALIAS (Previously used name(s)) SOC. SEC. NO. DATE OF BIRTH ADDRESS (No., Street, City, State, ZIP) ADES/DAAS – INTERNAL USE ONLY (Search results) Reports: Yes Number: [See attached document(s)] No Date of Search: NAME OF PERSON COMPLETING SEARCH SIGNATURE INDIVIDUAL’S INFORMATION NAME ALIAS (Previously used name(s)) SOC. SEC. NO. DATE OF BIRTH ADDRESS (No., Street, City, State, ZIP) ADES/DAAS – INTERNAL USE ONLY (Search results) Reports: Yes Number: [See attached document(s)] No Date of Search: NAME OF PERSON COMPLETING SEARCH SIGNATURE 38 Area Agency on Aging, Region One Contract FY 2020 DISQUALIFICATION ACTS A person is disqualified from providing services to ADES clients in a direct service position if he/she is identified as the subject of the substantiated report for any of the following. 24 Child death due to alleged abuse or neglect, or suspicious death 25 Injuries requiring emergency medical treatment 27 Child age 24 months is shaken (shaken baby syndrome) 33 Untreated life threatening condition, Infant Doe, Non-organic FTT 37 Imminent harm to child under the age of six (6) due to lack of supervision by parent/caretaker 38 Neglect results in injury/illness requiring emergency medical treatment 39 Imminent harm to child due to health or safety hazards in living environment/exposure to the elements 40 Child diagnosed as suicidal by mental health professions, parent refused to allow treatment 41 Physical evidence of sexual abuse reported by a medical doctor or child reporting sexual abuse within the past seven days 42 Child reporting vaginal or anal penetration or oral sexual contact within past 72 hours and has not been examined 43 Abandoned, no parent willing to provide immediate care for a child and child is with a caregiver unable or unwilling to provide care now 45 Injuries may require medical treatment 46 P3 Injury to child under age six years 50 Living environment presents health or safety hazards to a child under the age of six 51 Sexual conduct/physical injury between children due to inadequate supervision 54 Sexual behavior within the past 8-14 days 55 Child diagnosed by mental health professional with behavior consistent with emotional abuse 56 Abandoned, no parent willing to care for a child, child with caretaker unable or unwilling to care for child less than one week 66 Significant developmental delays due to neglect 69 Attempted sexual behavior or sexual behavior, 14 days to three years r last occur unknown 72 Parent, guardian or custodian suggests or entices child to engage in sexual behavior, no touching 76 Use of child by parent, guardian or custodian for material gain 82 Parent, guardian or custodian sexually abused a child in past, now in home with a child 83 Attempted sexual behavior or sexual behavioral when last occurred more than three years 101 Death of a child due to neglect 111 Death of a child due to physical abuse or suspicious death 201 Physical abuse high risk 202 Physical abuse moderate risk 301 Neglect, high risk 302 Neglect, moderate risk 401 Sexual abuse, high risk 402 Sexual abuse, moderate risk 403 Sexual Abuse, low risk 404 Sexual Abuse, response 4 501 Emotion Abuse, high risk 502 Emotional abuse, moderate risk 39 Area Agency on Aging, Region One Contract FY 2020 Equal Opportunity Employer/Program • Under Titles VI and VII of the Civil Rights Act of 1964 (Title VI & VII), and the Americans with Disabilities Act of 1990 (ADA), Section 504 of the Rehabilitation Act of 1973, the Age Discrimination Act of 1975, and Title II of the Genetic Information Nondiscrimination Act (GINA) of 2008; the Department prohibits discrimination in admissions, programs, services, activities, or employment based on race, color, religion, sex, national origin, age, disability, genetics and retaliation. The Department must make a reasonable accommodation to allow a person with a disability to take part in a program, service or activity. For example, this means if necessary, the Department must provide sign language interpreters for people who are deaf, a wheelchair accessible location, or enlarged print materials. It also means that the Department will take any other reasonable action that allows you to take part in and understand a program or activity, including making reasonable changes to an activity. If you believe that you will not be able to understand or take part in a program or activity because of your disability, please let us know of your disability needs in advance if at all possible. To request this document in alternative format or for further information about this policy, contact your local office; TTY/TDD Services: 7-1-1. • Free language assistance for ADES/DAAS services is available upon request. 40 Area Agency on Aging, Region One Contract FY 2020 Exhibit B Arizona Department of Economic Security Direct Service Position You are being provided this form because you have applied for a position that provides direct services to children or vulnerable adult clients of the Arizona Department of Economic Security. Arizona state law requires all individuals who provide direct services to children or vulnerable adults to certify whether an allegation of abuse or neglect was made against them and was substantiated. Your information, upon submission by the employer, will be searched through the Arizona Department of Child Safety Central Registry. All information contained on this form is confidential. 1.) Are you currently the subject of an investigation of child abuse or neglect in Arizona, or another state or jurisdiction? YES NO 2.) Have you ever been the subject of an investigation of child abuse or neglect in Arizona, or another state or jurisdiction that resulted in a substantiated (determined to have occurred) YES NO finding? What was/were the allegation(s)? When was the investigation(s) conducted? Where was/were the investigation(s) conducted? If you wish, you may provide an explanation of the incident of child abuse or neglect. Do not include the name of any child or any person involved in the investigation. Statement of Certification By signing this form, I certify that the information provided is true, correct, and complete to the best of my knowledge and belief. ________________________________________ _________________ Signature Date Employers: Please maintain completed forms as confidential. Equal Opportunity Employers Programs – Under Titles VI and VII of the Civil Rights Act of 1964 (Title VI & VII), and the Americans with Disabilities Act of 1990 (ADA), Section 504 of the Rehabilitation Act of 1973, the Age Discrimination Act of 1975, and Title II of the Genetic Information Nondiscrimination Act (GINA) of 2008, the Department prohibits discrimination in admissions, programs, services, activities, or employment based on race, color, religion, sex, national origin, age, disability, genetics and retaliation. The Department must make a reasonable accommodation to allow a person with a disability to take part in a program, service or activity. For example, this means if necessary, the Department must provide sign language interpreters for people who are dear, a wheelchair accessible location, or enlarged print materials. It also means that the Department will take any other reasonable action that allows you to take part in and understand a program or activity, including making reasonable changes to an activity. If you believe that you will not be able to understand or take part in a program or activity because of your disability, please let us know of your disability needs in advance if at all possible. To request this document in alternative format or for further information about this policy contact 602-542-4248. TTY/TDD Services: 7-1-1. Free language assistance for DES services is available upon request. 41 Area Agency on Aging, Region One Contract FY 2020 Exhibit C 42 Area Agency on Aging, Region One Contract FY 2020 43 Area Agency on Aging, Region One Contract FY 2020 44 Area Agency on Aging, Region One Contract FY 2020 45 Area Agency on Aging, Region One Contract FY 2020 46 Area Agency on Aging, Region One Contract FY 2020 Exhibit D 47 Area Agency on Aging, Region One Contract FY 2020 48 Area Agency on Aging, Region One Contract FY 2020 49 Area Agency on Aging, Region One Contract FY 2020 50 Area Agency on Aging, Region One Contract FY 2020 51 Area Agency on Aging, Region One Contract FY 2020 Exhibit E Area Agency on Aging, Region One Billing Time Frames Billing Month Billing Due Re-Billing Due Re-Billing Time Limit July August 10th November 10th 3 months August September 10th December 10th 3months September October 10th January 10th 3months October November 10th February 10th 3months November December 10th March 10th 3months December January 10th April 10th 3months January February 10th May 10th 3months February March 10th June 10th 3months March April 10th July 10th 3months April May 10th July 10th 2 months May June 10th July 10th 1 month June July 10th July 10th 0 month 52 Area Agency on Aging, Region One Contract FY 2020 COMMUNICATION PAGE (not an integral page of the Contract) 6/3/19 EMAILED TO: laura.henry@maricopa.gov Jacqueline.edwards@maricopa.gov 53 Area Agency on Aging, Region One Contract FY 2020