AREA AGENCY ON AGING FY2016 CONTRACT.PDF

0-22-15-083-3-00
Contract #2016-27-MCH
CONTRACT FOR SERVICES BETIATEEN
Area Agency on Aging, Region One, Incorporated AND Ma ricopa County
administered by its Human Services Dept
1366 East Thomas Road, Suite 108 234 North Central, Suite 3000
Phoenix, Arizona 85014 Phoenix, Arizona 85004
602-264-2255 fax: 602-230-9132 602-506-5911 fax: 602-506-4982
EIN 8660000472
DURATION OF THE CONTRACT, FY 2016: July 1, 2015 and shall end June 30, 2016.
CONTACT INFORMATION FOR NOTICES
Signatories: Mary Lynn Kasunic, President & CEO Steve Chucri, Chairman Maricopa
County Board of Supervisors
Programmatic Authority: Jim Knaut, Sr. Vice President Jeff Tourdot, Assistant Director
Daily Contacts: Zina Wood, Grants Specialist Jeff Tourdot, Assistant Director
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 Uniform Terms and Conditions, Special Terms and Conditions, Scope(s) of Work, Service
Specification(s), Contract Supporting Document, 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
/itZe . , 71, JUL 06 2015
Sig atur/ind Signature and Date
Mary tiymilasunic, President & CEO Steve Chucri, Chairman Maricopa
Area Agency on Aging Director 2 CountyBoard of Supervisors
f JUL 0 6 2015
Clerk, Board of Super isors Signature and Date
Deputy County Attorney Signature and Date
Area Agency on Aging, Region One Contract FY 2016

CONTRACT SUMMARY
FIXED PRICE WITH PRICE ADJUSTMENT
CONTRACT 2016-27-MCH
CONTRACTOR: Maricopa County administered by its Human Services Department
Document Original Contract
Contract Term July 1,2015 to June 30, 2016
Contract Payment Ceiling for All Services: TOTAL: $ 1,473,172
CONTRACT OPERATING BUDGET
Case
REVENUES Management
Area Agency 1,473,172
Project Income -
Non-Fed Inkind -
Non-Fed Cash 1,198,743
Other Federal -
TOTAL 2,671,915
EXPENSES
Personnel 1,629,572
ERE 644,092
P raf&Outside -
Travel 51,463
Space 29,016
Equipment -
Materials/Sup] 16,200
Operating Svc 54,001
Indirect 247,571
TOTAL 2,671,915
Units 38,000
Unit Rate $ 70.31
Indirect Rate 10,89%
2 Area Agency on Aging, Region One Contract FY 2016

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,
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.
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.
1. 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 I 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
3 Area Agency on Aging, Region One Contract FY 2016

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 provided pursuant to this contract.
aa. 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.
bb. Shall, Must indicates a mandatory requirement. Failure to meet these mandatory requirements
may result in default of contract.
cc. 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.
dd. Solicitation means an invitation for bids, a request for proposals, request for quotation, request
for qualifications or Offer.
ee. 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.
ff. 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.
gg. 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
4 Area Agency on Aging, Region One Contract FY 2016

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;
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.
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.
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
5 Area Agency on Aging, Region One Contract FY 2016

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 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.
6 Area Agency on Aging, Region One Contract FY 2016

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).
i. Predecessor and Successor Contracts The execution or termination of this contract shall not be
considered a waiver by the parties of any and all rights they may have for damages suffered
through a breach of this or prior contract with the other.
Audit 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
7 Area Agency on Aging, Region One Contract FY 2016

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.
1. 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:
I. 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 011 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 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,
8 Area Agency on Aging, Region One Contract FY 2016

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 Properly 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 Of any 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 Of "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
9 Area Agency on Aging, Region One Contract FY 2016

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:
I. 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.
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:
I. 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).
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 (1) and as identified on the Contract Summary
10 Area Agency on Aging, Region One Contract FY 2016

page(s) and defined as follows:
i. n/a 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. 11 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 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
11 Area Agency on Aging, Region One Contract FY 2016

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 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
12 Area Agency on Aging, Region One Contract FY 2016

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
indernnitee') 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 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, 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 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,
13 Area Agency on Aging, Region One Contract FY 2016

are satisfied, insurance against claim 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 Bridgeway Health Solutions
n/a United Health Care
n/a Marieopa County Public Health Department
n/a Mercy Care
n/a RideSource Holdings, 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 damage, personal injury and broad form contractual liability coverage.
• General Aggregate $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. Polley 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,
14 Area Agency on Aging, Region One Contract FY 2016

and includes coverage for contractual liability.
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
I. The policy shalt 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 Of 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
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.
15 Area Agency on Aging, Region One Contract FY 2016

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.
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 6.1i. 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.
16 Area Agency on Aging, Region One Contract FY 2016

I. As provided in paragraph 6.11. 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 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 Insumzce.
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.
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
17 Area Agency on Aging, Region One Contract FY 2016

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
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
15 Area Agency on Aging, Region One Contract FY 2016

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 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
19 Area Agency on Aging, Region One Contract FY 2016

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 deterinines 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 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 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 perinits, 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
20 Area Agency on Aging, Region One Contract FY 2016

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. 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.
IL 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. Approved Methodology(s);
iv. Documents referenced or included in the solicitation
v. Approved Budget or Rate;
vi. Approved Outreach Plan(s), if applicable; and
vii. 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
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,
21 Area Agency on Aging, Region One Contract FY 21316

the contract may be amended, by mutual agreement, to purchase additional services by
increasing the contract service budget and/or budget summary.
I. 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), 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 $500,000 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:
I. Financial statements and a schedule of Expenditures of Federal Awards (SEFA)
2. Summary schedule of prior audit findings
3. Auditors Reports (detailed in the A-I33)
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.
22 Area Agency on Aging, Region One Contract FY 2016

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 Cheek 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:
I. 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
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:
hi s://www.azcies.gov/o )ac
2. The Certification of Direct Service Position is located at:
https://www.azdes.g,ov/InternetFiles/InterneiProu,ramm atieForms/doc/ACY-
I 287AFORFF.doe
c. Books and Records
i. 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
23 Area Agency on Aging, Region One Contract FY 2016

meeting the following standards:
I. 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.
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.
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;
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
24 Area Agency on Aging, Region One Contract FY 2016

achieve the purposes of this contract and to meet costs defined as allowable in applicable
federal or state Jaws, 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 integity of the Area Agency or contracted funding
sources.
vi. Loss of impartiality when advising the Area Agency or contracted funding sources.
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 $1,000 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..
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
25 Area Agency on Aging, Region One contract FY 2016

used from the Area 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 1. and Section v. do not apply unless specifically
required by federal or state law.
1. 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
veri.& the employment eligibility of the employee through the E-Verifi , 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.
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. https://www.azdes.goviinternetFilestinternetProgrammaticforms/pdf/LCR
26 Area Agency on Aging, Region One Contract FY 2016

-1034AFORNA.pdf English
2. https://www.azdes.gov/InternetFi Ies/IntranetProgrammatieForms/pdf/LCR
-1034AFORS.pdf 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:
I. 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.
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.
13. 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;
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 3.1c, Substantial Interest Disclosure and/or Section 10. b.
Cancellation for Conflict ofInterest 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
27 Area Agency on Aging, Region One Contract FY 2016

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 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 Seaton 4.e.vi Contract Payment
Provision of these Terms and Conditions.
ii. No later than the twenty-fifth (25 th) day following end of each contract term, or other date
specified by Area Agency, 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
defmed 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.
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.
28 Area Agency on Aging, Region One Contract FY 2016

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
employmeM 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:
"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 document° en otro format° u obtener inforniacion adicional sabre 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
29 Area Agency on Aging, Region One Contract FY 2016

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 e. 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 te seq.), provided,
that in the event such a public 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,
30 Area Agency on Aging, Region One Contract FY 2016

or quality of services. The Area Agency may assert its jurisdiction to hear the grievance
or refer the matter to the appropriate authority.
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 Partici i ation 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.
3 1 Area Agency on Aging, Region One Contract FY 2016

ARIZONA DEPARTMENT OF ECONOMIC SECURITY
SCOPE OF WORK
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
152.1 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 terminated. 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 does
not 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 section 3113 of the DAAS Policy and Procedure Manual,
with priority given as indicated in section 3124, as may be amended.
httos://www.azdes.dov/common.aspx?menu=36&menuc=28&id=8252
15.3 Service Requirements — The Contractor shall:
15.3.1 Provide Intake
1. Provide intake of the client.
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.
32 Area Agency on Aging, Region One Contract FY 2016

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 DAAS Policy and Procedure Manual section
3123, as may be amended).
2. Assess the client'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 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.
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.
16.4 Staffing Requirements — The Contractor shall:
15.4.1 Ensure 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.
33 Area Agency on Aging, Region One Contract FY 2016

15.4.2 Ensure 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 Ensure 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 Ensure 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 Ensure that case managers ensure that appropriate assistance is given to each client, family
member, caregiver, or client's legal representative, by providing accurate and complete
information about available services allowing the individual self-directed care.
15.4.6 Ensure that case managers display effective communication skills and be able to work as
part of a team of service providers on behalf of the client.
15.4.7 Ensure 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 Ensure that case managers do not engage in any personal relationships with the client,
caregiver, or family members that may lead to any personal or professional gain or impair
professional judgment.
15.4.9 Ensure that staff providing intake have the knowledge, skills, and experience necessary to
ensure that clients are referred to case management as appropriate.
15.4.10 Ensure 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 Percentage of clients 60+ years of age with severe disabilities (3+ ADL limitations) who
receive Case Management services.
15.5.2 Percentage of clients 60+ years of age living below the poverty level who receive Case
Management services.
15.6 Reporting Unit
15.6.1 One case management unit of service equals 60 minutes of service time.
34 Area Agency on Aging, Region One Contract FY 2016

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. Contractor shall provide case management services for all PSAs, but Initial Assessment services
only for PSAs 3, 4, and 5. Terms within the Az DES Scope of Services and within this Area
Agency Service Specification acknowledge this stipulation.
c. 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://www.azdes.gov/commonaspx?inenu=36&menuc=288Lid=8252
c. Direct Payment means a seventy dollar (7O) monthly payment to an SPP client for
housekeeping.
d. SAF means the Service Authorization 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
services of adult day health care, the homecare cluster of services, and home delivered meals.
h. SP? means State Supplemental Payment Program.
i. SP? 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 - ability to carry out major life functions, i.e., eating, bathing.
k. Instrumental Activities of Daily Living - 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 need and greatest social need who require at least moderate assistance in two ADLs or
two IADLS.
b. Adults with disabilities, eighteen (18) to filly-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, cosmetic disfigurations, or
anatomical losses.
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.
e. Individuals who are eligible for SPP services have already been identified / authorized by Area
Agency. No new clients may be enrolled into this program.
d. Individuals who are Adult Protective Service clients without regard to income, eighteen (18)
years of age or older.
35 Area Agency on Aging, Region One Contract FY 2016

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. Requests for Service 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 one central number, the Area Agency on Aging Senior HELP LINE (264-4357)
or 1 (888) 264-2258.
b. Intake, Identification and Information Area Agency's Senior HELP LINE staff are
solely responsible for the initial screening and telephone triage to determine person's eligibility
and need for case management and/or home and community based services. Area Agency's
Senior HELP LINE will identify the presenting problems, service(s) requested and obtain
pertinent information. Persons identified as needing SAIL services will be referred to SAIL case
management provider for a comprehensive social health assessment and referred to any other
services that may be identified at intake.
c. Initial Assessment
i. The case manager will conduct an in-home visit with the client within five (5) working
days of an Area Agency request for service and assessments to respond to needs.
ii. The case manager will conduct a comprehensive social health assessment, using the
Arizona Standard Comprehensive Assessment and Plan (ASCAP) form.
iii. As clients present on-going need for case management and/or home and community
based services, clients will be assigned to a permanent case manager. .
5. Service Planning / Arrangement / Authorization
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/Authorization Form will be completed by
the case manager upon completion of the initial assessment.
c. Client Contributions / 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 or
recommend a contribution amount for service(s). The case manager will provide written
policy/literature to review either the cost share or contribution policy and orient the client to the
procedures for payment/contributions. No client may be denied services due to their inability to
cost share or contribute toward the cost of their services.
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. Regular narrative entries on service delivery process, client status and assistance provided in
obtaining necessary services and resources.
36 Area Agency on Aging, Region One Contract FY 2016

7. Provider Staffings Annually, the Contractor and Area Agency will develop a schedule for
provider staffings, The Case Management Unit will coordinate the staffings with SAIL service providers.
The priority for staffing includes the following care priorities:
a, problem 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. all chore services to verify task accomplishment
e. 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 or increase, decrease service levels and/or add or terminate one or more services.
9. Reporting RequirementsContractor shall comply with all Area Agency policies, procedures and directives
regarding billing and as follows:
a. Reports and documentation must be reported on a calendar month only as follows:
i. Monthly Demographic Report
ii. Monthly Statistical 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 SAFs must be submitted to the Area Agency on Aging when completed
(daily),
c, Reassessments must be completed and updated ASCAPs/SAFs submitted to the Area Agency on
Aging by the twenty fifth (25 (h) of the month due.
37 Area Agency on Aging, Region One Contract FY 2016

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, 0 & (service area by PSA, HOME
Zip SER VICES N HOURS OF City(s) & communities DELIVERED
BY 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 Case N Monday-Friday PSAs 1,2,3,4,5
Suite 3000 Management A 8am — 5pm
Phoenix AZ 85004
602-372-4879
602-372-4880 fax
HOLIDAY OBSERVANCES
A I indicates the HOLIDAYS that the facility(s) listed above will not be open:
4 New Year's Day -V Labor Day Other Holidays:
V Martin Luther King Day Columbus Day
President's Day -V Veteran's Day
Good Friday -V Thanksgiving Day(s): 2
-4 Memorial Day 4 Christmas Day(s):
-V Independence Day HOLIDAYS marked are administrative only; services are provided 24/7
38 Area Agency on Aging, Region One Contract FY 2016

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 shalt 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
Steve Chueri, Chairman Maricopa
County Board of Supervisors
39 Area Agency on Aging, Region One Contract FY 2016

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 finds
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.
MARTCOPA COUNTY
\ JUL 0 6 2015
Signature and Date
Steve Chueri, Chairman Marieopa
County Board of Supervisors
40 Area Agency on Aging, Region One Contract FY 2016