AGREEMENT WITH ACAA FOR URRD FUNDS.PDF

INDEPENDENT CONTRACTOR AGREEMENT
(2016– 2017 Utility Assistance Programs)
ACAA Contract Number: 07012016-17
This INDEPENDENT CONTRACTOR AGREEMENT (this "Agreement") is entered into as of the
Effective Date set forth below by and between Maricopa County, administered by its Human Services
Department/Community Development Division (hereinafter "Contractor") and Arizona Community Action
Association, an Arizona nonprofit corporation (hereinafter "ACAA"). Contractor and ACAA are individually referred to
herein as “Party” and collectively referred to herein as “Parties”.
RECITALS:
A. ACAA is a nonprofit organization that, as part of its mission to promote economic self
sufficiency for low-income Arizonans, administers energy program funding to provide weatherization services, utility
repair and replacement, utility deposits and bill assistance.
B. ACAA is receiving or expects to receive during the term of this Agreement funding from the
fund sources listed in Section 1 (the "Fund Sources") pursuant to Program Documents (as defined in Section 4).
C. ACAA desires to subcontract with Contractor to obtain assistance with fulfilling ACAA’s
obligations under the Program Documents and Contractor desires to receive the funding described herein and use it to
provide services in accordance with the Program Documents and this Agreement. The total amount of the contract is
$306,895.00.
THEREFORE, in consideration of the terms and conditions set forth in this Agreement and intending to
be bound, ACAA and Contractor hereby agree as follows:
1. Services and Programs.
1.1 Services. Contractor agrees, under the terms and conditions of this Agreement, to administer
the program and Fund Source listed Section 1.2, including, as applicable, (i) conducting application intake services, (ii)
making eligibility determinations, (iii) preparing and delivering required reports, (iv) conducting weatherization work,
and repair and replacement work, and (v) distributing funds, and otherwise performing utility-related direct and indirect
assistance services, in each case, strictly in accordance with the descriptions, requirements, agreements, conditions and
specifications set forth in the respective Program Documents. Contractor shall perform the foregoing services during the
term set forth in Section 2. ACAA will not exercise control over the specific methods used by Contractor or the specific
manner in which Contractor performs services under this Agreement, but Contractor shall follow ACAA’s instructions as
to the result to be achieved. Contractor will receive ACAA’s instructions through an employee of ACAA who is
appointed to manage the program (“Program Manager”). Contractor may also receive instructions from an ACAA
employee designated to serve as a liaison between ACAA and Contractor (“Monitor”).
1.2 Fund Source. For purposes of this Agreement, the program, Fund Source and amount of
funding to be allocated to Contractor will be as set forth in the following summary:
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Fund Direct Program Total Allowable Program Documents
Source(s) Service Delivery Allocation Activities
Amount (B) (A+B) Additional Information
(A)
Program Documents:
Exhibit A, Appendix A: URRD
Exhibit A, Appendix C: Instructions for Verifying
Citizenship and Non-Legal Permanent Resident
Utility Repair (LPR) Status
Replacement $284,162.03 $22,732.97 $306,895.00 Utility/Appliance
and Deposit Repair or
Replacement Additional Information:
Utility Deposit
Contractor makes payment guarantees and payments
to utilities and provides repair and replacement
services. Service costs and program delivery
expenses are then reimbursed based on activity
reports and invoices.
Total: $284,162.03 $22,732.97 $306,895.00
The summary above of certain provisions of the Program Documents is provided for Contractor’s convenience and is not
intended to be an exhaustive description of all material terms of the Program Documents. Contractor is advised to
carefully review the Program Documents in their entirety.
1.3 Training. Contractor will participate in any training provided by ACAA on dates and
times selected by ACAA upon reasonable notice to Contractor.
1.4 Program Modification. ACAA and the Fund Source reserve the right to modify program
eligibility guidelines and Program Documents. Contractor agrees to implement and comply with any and all
modifications immediately after receipt of written notice of such modifications.
1.5 Conflicts. In the event of any conflict between this Agreement and the descriptions,
requirements, agreements, conditions and/or specifications set forth in any of the Program Documents, the Program
Documents shall control with respect to Contractor’s administration of, and delivery of services with respect to, the
corresponding program and Fund Source. The foregoing shall have no application with respect to the parties obligations
under Section 3.6.
2. Term and Termination.
2.1 Term. Unless sooner terminated pursuant to Section 2.2, the term of this Agreement will
begin on July 1, 2016 (the “Effective Date”) and ending on June 30, 2017.
2.2 Termination. Either ACAA or Contractor may terminate this Agreement at any time, for
any or no reason, by giving thirty (30) days written notice to the other party of its election to terminate. If a Fund Source
terminates a program or otherwise discontinues funding to ACAA, then this Agreement will automatically terminate as to
any services to be provided for that Fund Source.
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Pursuant to A.R.S. §38-511, the County may cancel this Agreement without penalty or further obligation within three
years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting or
creating the contract on behalf of the County is at any time while the Agreement or any extension of the Agreement is in
effect, an employee or agent of any other party to the Agreement in any capacity or consultant to any other party of the
Agreement with respect to the subject matter of the Agreement. Additionally, pursuant to A.R.S § 38-511 the County may
recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing,
drafting or creating the contract on behalf of the County from any other party to the contract arising as the result of the
Agreement.
2.3 Effect of Termination; Survival. Upon termination, Contractor’s obligation to perform
further services for ACAA shall terminate and ACAA’s obligation to provide funding to Contractor for such services
shall terminate, but the remainder of this Agreement shall continue in full force and effect.
3. Funding; Expenses; Nature of Relationship.
3.1 Funding; Payments to Contractor. Not later than the 15th day of each month, Contractor
will submit an invoice to ACAA for all services Contractor performed during the prior month as required by Section 4.
ACAA will endeavor to review Contractor’s invoices and give notice to Contractor of any disallowed items within ten
(10) business days after ACAA receives the invoice. ACAA will submit all approved portions of Contractor’s invoice to
the Fund Source. Contractor acknowledges and agrees that all invoices are subject to approval by the Fund Source and
ACAA’s approval does not bind any Fund Source or constitute a guarantee by ACAA of payment to Contractor.
3.2 Reimbursement of Expenses. ACAA may provide certain materials and supplies to
Contractor for use in performing services under this Agreement. Except for such materials and supplies, and except to
the extent the Program Documents permit reimbursement of expenses from the Fund Source, Contractor shall be
responsible for expenses that it incurs in performing services under this Agreement, and shall not be entitled to
reimbursement from ACAA.
3.3 Expenditures. ACAA reserves the right to terminate, reduce, or reallocate funds to
another Contractor within the service territory, if Contractor’s expenditure rate, is not at a percentage to ensure one
hundred percent expenditure of funds within the contract period. ACAA will conduct a review of agency expenditures on
a quarterly basis, and will notify the Contractor of any concerns. It is the responsibility of the Contractor to monitor all
contract expenditures and to ensure no over expenditures occur. If an over expenditure occurs, the Contractor is
responsible for absorbing and/or returning the amount of the payment.
3.4 Request for Additional Funds and Advance Payments – Home Energy Assistance Fund.
In the case of the Home Energy Assistance Fund,
(a) Contractor may submit in writing a request for additional funds to ACAA.
Requests for additional funds will be submitted to the Home Energy Assistance Fund Advisory Board of Directors on the
next available agenda. Approval of request(s) will be based on: i) there are adequate funds available; ii) agency is at an
expenditure rate to ensure any additional funds will be expended; iii) request is not being used to cover over
expenditures. All approved requests will be submitted to the ACAA Board of Directors on the next available agenda for
final review and approval.
(b) Contractor may request a one-time advance in accordance with the established
One-Time Advance Payment Policy approved by the Home Energy Assistance Advisory Board of Directors and the
ACAA Board of Directors. Contractor may request the Advance Request Form through ACAA, if needed.
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3.5 Nature of Relationship. As between ACAA and Contractor, ACAA shall have the same
rights as the Funding Source has under the applicable Program Documents. Contractor shall have only those rights
expressly provided to Contractor under this Agreement. The relationship between ACAA and Contractor shall be that of
independent contractors for purposes including tax law purposes and employment law purposes and not that of employer-
employee, partners, joint venturers, or otherwise. Contractor acknowledges and agrees that Contractor shall have no right
or opportunity to participate in any employee benefits plans, compensation plans, or other benefits that ACAA may offer
to its employees, and that Contractor will not be treated as an employee for purposes of workers compensation laws,
employment laws, or tax laws, including without limitation federal and state income tax laws, social security tax laws and
unemployment contribution laws. Contractor agrees to comply with all laws applicable to independent contractors
including, but not limited to, professional and tax licensing requirements and reporting and payment of applicable federal,
state and local taxes, including without limitation income taxes and self-employment taxes.
3.6 Indemnification.
3.6.1 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 attorneys’ fees)
(hereinafter collectively referred to as “Claims”) arising from or out of bodily injury of any person (including death) or
property damages, but only to the extent that such Claims which result in liability to the Indemnitees, are caused by the
negligent or willful acts or omissions of the Indemnitor, its directors, officers, officials, agents, employees, or volunteers.
3.7 Insurance.
3.7.1 Contractor and any subcontractors shall procure and maintain, until all of their
obligations have been satisfied, insurance against claims for injury to persons or damage to property which may arise
from or in connection with the performance of the services hereunder by Contractor or Contractor’s agents,
representatives, employees or subcontractors. Contractor shall also procure and maintain all additional insurance
coverage required by the Program Documents.
3.7.2 The insurance requirements herein are minimum requirements for this
Agreement and in no way limit Contractor’s indemnity obligations contained in this Agreement. ACAA makes no
representation or warranty that the minimum limits contained herein are sufficient to protect Contractor from liabilities
that might arise out of the performance of the work under this contract by Contractor, its agents, representatives,
employees or subcontractors, and Contractor is free to purchase additional insurance.
3.7.3 Contractor shall provide coverage with endorsements and limits of liability not
less than those stated below.
(a) Commercial General Liability – Occurrence Form
General Aggregate: The policy will have a combined single limit of $2,000,000 for each
occurrence for bodily injury and property damage. The policy shall include bodily
injury, property damage, personal injury and broad form contractual liability.
The policy shall be endorsed to include the following additional insured language:
“Arizona Community Action Association, shall be named as additional insured with
respect to liability arising out of the activities performed by or on behalf of the
Contractor”.
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The policy shall contain a waiver of subrogation against Arizona Community Action
Association and its officers, officials, agents, and employees for losses arising from work
performed by or on behalf of the Contractor.
(b) Automobile Liability
Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles
used in the performance of this Agreement.
Combined Single Limit (CSL) $ 1,000,000
The policy shall be endorsed to include the following additional insured language:
“Arizona Community Action Association shall be named as additional insured with
respect to liability arising out of the activities performed by or on behalf of the
Contractor, involving automobiles owned, leased, hired or borrowed by the Contractor”.
(c) Worker’s Compensation and Employers’ Liability
The policy will cover all obligations imposed by federal, state and local statutes with
jurisdiction over Contractor’s employees.
The policy shall contain a waiver of subrogation against Arizona Community Action
Association and its officers, officials, agents, and employees for losses arising from work
performed by or on behalf of the Contractor.
3.7.4 Wherever additional insured status is required, such additional insured shall be
covered to the full limits of liability purchased by the Contractor, even if those limits of liability are in excess of those
required by this Agreement. The Contractor’s insurance coverage shall be primary insurance with respect to all other
available sources. Coverage provided by the Contractor shall not be limited to the liability assumed under the
indemnification provisions of this Agreement.
3.7.5 Each insurance policy required by the insurance provisions of this Agreement
shall provide the required coverage and shall not be suspended, voided, canceled, or reduced in coverage or in limits
except after thirty (30) days prior written notice has been given to ACAA.
3.7.6 Insurance is to be placed with duly licensed or approved non-admitted insurers in
the state of Arizona with an “A.M. Best” rating of not less than A- VII. ACAA makes no representation or warranty that
the above-required minimum insurer rating is sufficient to protect Contractor from potential insurer insolvency. If
Contractor utilizes the Social Service Contractors Indemnity Pool (SSCIP) or other approved insurance pool for insurance
coverage, SSCIP or the other approved insurance pool is exempt from the A.M. Best’s rating requirements listed in this
Agreement. If Contractor chooses to use SSCIP or another approved insurance pool as its insurance provider, Contractor
would be considered in full compliance with insurance requirements relating to the A.M. Best rating requirements.
3.7.7 Contractor shall furnish ACAA with certificates of insurance (ACORD form or
equivalent approved by ACAA) as required by this Agreement. The certificates for each insurance policy are to be
signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be
received and approved by ACAA before services commence. Each insurance policy required by this Agreement must be
in effect at or prior to commencement of services under this Agreement and remain in effect for the duration of the term
of this Agreement. Failure to maintain the insurance policies as required by this Agreement, or to provide evidence of
renewal, is a material breach of contract.
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3.7.8 Contractor’s certificate(s) shall include all subcontractors as insureds under its
policies or Contractor shall furnish to ACAA separate certificates and endorsements for each subcontractor. All
coverages for subcontractors shall be subject to the minimum requirements identified above.
3.7.9 In the event the Contractor is a public entity, then the insurance requirements
shall not apply. Such public entity shall provide a Certificate of Self-Insurance.
4. Compliance with Terms of Funding. Contractor covenants and agrees that it will perform the
services and administer the programs and Fund Source listed in Section 1.2 in strict compliance with the corresponding
Program Documents, and that it will comply with all terms and conditions thereof, including without limitation, all
requirements and obligations relating to indemnification, insurance, confidentiality, eligibility requirements, reporting
and document retention. The “Program Documents” consist of the documents attached hereto as Exhibits A through B
and any written policies and procedures that ACAA may send to Contractor from time to time, all of which are
incorporated herein by this reference. The Program Documents require ACAA to submit certain periodic reports to the
Fund Source. Contractor agrees to cooperate with ACAA in preparing these reports. In addition, Contractor shall submit
monthly reports to ACAA on forms prescribed by ACAA and comply with all other reporting obligations under the
Program Documents. Such invoices and reports shall be submitted no later than fifteen (15) days after the end of each
month.
4.1 Grant Management System Database (GMS). Contractor will ensure the fund source will be
directly inputted or transferred electronically to the GMS Database system.
5. Confidential Information.
5.1 Contractor’s Obligation of Confidentiality. Contractor recognizes that as a result of this
Agreement and Contractor’s performance of services hereunder Contractor will have access to confidential information
(“Confidential Information”). Contractor will keep the Confidential Information it receives confidential at all times and
will not, without the prior written consent of ACAA, disclose Confidential Information to any person other than its legal
counsel and other parties authorized by ACAA in writing prior to the disclosure of the Confidential Information (such
legal counsel and other authorized parties will hereinafter be collectively referred to herein as the “Representatives”) who
need to know the Confidential Information. Contractor agrees to inform its Representatives of the confidential nature of
the Confidential Information and to obtain their agreement to be bound by the terms of this Section 5 for the benefit of
ACAA. Contractor agrees to treat and use Confidential Information in a manner that is consistent with protecting such
information. Contractor agrees that it will be responsible for any unauthorized use or disclosure of Confidential
Information or other non-compliance with this Agreement by any Representative or other agents, or by any other person
who obtains access to Confidential Information from, or due to the fault of, Contractor. Any such non-compliance will
constitute a breach of this Agreement by Contractor.
5.2 Definition of Confidential Information. Confidential Information includes without
limitation any information in whatever form, whether documents, computer disks, computer drives, computer chips, audio
tapes or video tapes, that are marked with the legend “confidential” or other notice of similar meaning or are otherwise
treated as confidential by ACAA. Whether or not indicated to be confidential, the following information shall be deemed
to constitute Confidential Information: all data collected from applicants for assistance and program participants
including without limitation names, addresses, and any other information of a personal or intimate nature, and all trade
secrets, proprietary data, financial information, business information and other proprietary information disclosed by
ACAA to Contractor, and further including without limitation any copies, summaries, indexes or abstracts of
Confidential Information and any information or materials derived from Confidential Information. In addition to the
foregoing, any information that is otherwise protected by law as confidential without regard to this Agreement shall
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constitute Confidential Information. The term “Confidential Information” as used herein does not include any
information which (a) is already known to the public prior to disclosure to Contractor; (b) is subsequently made known to
the public without any violation of this Agreement; or (c) is rightfully received by Contractor from a third party without
similar restriction and without breach of this Agreement. Notwithstanding the foregoing, Contractor will not be deemed
in violation of this Agreement in the event Contractor discloses Confidential Information in response to a duly issued
court order or subpoena if Contractor provides prompt advance notice thereof to ACAA or if Contractor discloses data
regarding applicants for assistance and program participants to the extent required by Contractor’s reporting obligations
under other agreements pursuant to which Contractor receives funding.
5.3 Public Records Requests. The parties acknowledge that utility records, customer information
and similar personal information are confidential and protected from disclosure pursuant to federal privacy laws, as well
as state law and regulation, including, without limitation, A.R.S.§§40-202; 44-1373; 44-1376.01, 44-1376.02 and A.A.C.
R14-2-203. Nevertheless, in the event that Contractor receives a request to produce or disclose documents that contains
any Confidential Information pursuant to a valid public records request or other applicable law, order or court ruling,
Contractor shall promptly notify ACAA upon receipt of the request prior to any disclosure, and thereafter permit ACAA
or any other interested party an opportunity to seek an appropriate protective order. In the event such protection is not
obtained or pursued, Contractor agrees that it will disclose only that portion of the Confidential Information which it is
legally required to disclose (including redaction of any customer confidential information), and to avail itself fully of any
confidential treatment afforded by applicable law.
6. Audit and Inspection. ACAA will have the right to audit and inspect Contractor’s work to
verify compliance with this Agreement. Contractor agrees to provide ACAA and its Fund Source with access, upon
reasonable advance notice and during normal business hours, to all of Contractor’s books and records that relate to this
Agreement. Contractor will maintain copies of all books and records that relate to this Agreement for at least 3 years
after the expiration of this Agreement.
7. Notices. All notices given in connection with this Agreement shall be in writing and sent by: (i)
hand delivery (ii) nationally recognized courier, (iii) facsimile, (iv) United States certified mail with return receipt
requested, postage paid, or (v) e-mail. All notices shall be deemed given and received when (a) if given by facsimile,
upon confirmed transmission during normal business hours (before 5:00 p.m. Arizona time), if confirmed transmission is
after normal business hours it will be deemed given and received the next business day, (b) if hand delivered, when
delivered (as confirmed by receipt executed by the recipient or delivery confirmation executed by the courier), (c) if
given by a nationally recognized courier, on the day the notice is actually delivered (as confirmed by receipt executed by
the recipient or delivery confirmation by the courier), (d) if given by certified mail, return receipt requested, postage paid,
when actually delivered to the addresses specified herein as evidenced by return receipt or refusal or failure to accept
delivery. All notices will be given at the address or by use of the facsimile number or e-mail address specified for a party
on the signature page hereof. A party may change its mailing address, e-mail address and/or facsimile number for notice
by giving notice to the other parties in accordance with this Section.
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If to ACAA: If to Contractor:
Arizona Community Action Agency Maricopa County Human Services Dept.
2700 N. Third Street, #3040 234 N. Central Avenue, Suite 3000
Phoenix, AZ 85004 Phoenix, Arizona 85004
Designated Representative: Designated Representative:
Ms. Cynthia Zwick Ms. Yvonne Seel
Executive Director Phone: (602) 372-1526
Phone: (602) 604-0640 Fax: (602) 506-2613
Fax: (602) 604-0644 Email: russeyy@mail.maricopa.gov
E-mail: czwick@azcaa.org
8. Limitation of Liability. Contractor acknowledges that all funds to be provided pursuant to this
Agreement will be provided by the Fund Source, and Contractor agrees to look solely to funds actually paid by the Fund
Source for Contractor invoices approved by the Fund Source for all compensation and reimbursement hereunder.
ACAA’s obligations under this Agreement are subject to the Fund Source actually providing the funds (either to ACAA
or directly to Contractor) pursuant to the Program Documents. ACAA intends to allocate the funds from each Fund
Source to multiple contractors. If the Fund Source reduces their funding to ACAA, then ACAA reserves the right to
reduce Contractor’s funding under this Agreement and to allocate the reduced funding among Contractor and other
contractors as determined by ACAA in its sole discretion.
9. Assignment; Subcontractors. Contractor may not assign or delegate Contractor’s rights or
obligations under this Agreement without ACAA’s prior written consent, which consent ACAA may withhold in its sole
discretion. ACAA’s consent to an assignment or delegation will not release Contractor from any obligations hereunder.
10. Choice of Law and Forum. This Agreement has been entered into in Maricopa County,
Arizona and its application and interpretation shall be governed exclusively by its terms and by the laws of the State of
Arizona without regard to its choice of law rules. The exclusive and proper venue for any dispute arising out of this
Agreement will be the state and federal courts located in Maricopa County Arizona.
11. Integration; Modification; Waiver. This Agreement reflects the entire agreement of the parties
relating to the subject matter hereof. All recitals and exhibits to this Agreement are incorporated herein by this reference.
No provision of this Agreement shall be deemed waived, amended, or modified by any party unless both parties sign a
written amendment or the party against whom the waiver is asserted signs a written waiver.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement, effective as of the Effective Date.
CONTRACTOR: Arizona Community Action Association,
Maricopa County an Arizona nonprofit corporation
By:_______________________________________ By:
Name: ____________________________________ Name: Cynthia Zwick
Title: _____________________________________ Title: Executive Director
Date:________________________________________ Date:
Address:
Attested to: 2700 North 3rd Street, Suite 3040
Phoenix, Arizona 85004
By:_______________________________________ Fax No.: 602-604-0644
E-mail: czwick@azcaa.org
Title: _____________________________________
Date:______________________________________
Approved as to Form:
By:_______________________________________
Name: ______________________________________
Title: _____________________________________
Date:______________________________________
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List of Attached Exhibits:
Exhibit A Home Energy Assistance Fund Policy Manual
effective July 1, 2016 – June 30, 2017
Exhibit B Federal Poverty Income Guidelines effective July 1, 2016 –
June 30, 2017
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