AAA 2014-2015 CONTRACT.PDF

Contract #2015-26-MCH
CONTRACT FOR SERVICES BETWEEN
Area Agency on Aging, Region One, Incorporated AND Maricopa 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 2015: July 1, 2014 and shall end June 30, 2015.
CONTACT INFORMATION FOR NOTICES
Signatories: Mary Lynn Kasunic, President & CEO Denny Barney, Chairman Maricopa
County Board of Supervisors
Programmatic Authority: Jim Knaut, Sr. Vice President Sandra A. Mendez, Assistant Director
Daily Contacts: Zina Wood, Grants Specialist Anthony Lucio, CSD CM Supervisor
Ismael Cantu, CSD CM Supervisor
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
Signature and Date Signature and Date
Mary Lynn Kasunic, President & CEO Denny Barney, Chairman Maricopa
Area Agency on Aging Director County Board of Supervisors
Clerk, Board of Supervisors Signature and Date
Deputy County Attorney Signature and Date
1 Area Agency on Aging, Region One Contract FY 2015

CONTRACT SUMMARY
FIXED PRICE WITH PRICE ADJUSTMENT
CONTRACT #: 2015-26-MCH
CONTRACTOR: Maricopa County administered by its Human Services Department
Document Original Contract
Contract Term July 1, 2014 to June 30, 2015
Contract Payment Ceiling for All Services: TOTAL: $ 1,373,172
CONTRACT OPERATING BUDGET
Case
REVENUES Management
Area Agency 1,373,172
Project Income -
Non-Fed Inkind -
Non-Fed Cash 1,198,744
Other Federal -
TOTAL 2,571,916
EXPENSES
Personnel 1,473,635
ERE 543,168
Prof&Outside -
Travel 51,392
Space 14,976
Equipment -
Materials/Supl 27,540
Operating Svc 90,114
Indirect 371,091
TOTAL 2,571,916
Units 36,504
Unit Rate $ 70.46
Indirect Rate 18.40%
2 Area Agency on Aging, Region One Contract FY 2015

UNIFORM TERMS AND CONDITIONS
1. Definitions of Terms As used in this contract, the terms listed below are defined as follows:
a. Area Agency means the Area Agency on Aging, Region One, Incorporated.
b. Begin Date means the date the contract is officially enforce as identified on 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.
c. 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.
d. Contract means the combination of the Solicitation, including the Uniform and Special
Instructions to offerors, the Uniform and Special Terms and Conditions, 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.
e. 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.
f. 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.
g. Contract Monitor means the Area Agency staff person who is assigned managerial
responsibility for the contract.
h. Contract Operating Budget means the Contractor’s itemized then condensed operating budget
as approved through a Solicitation or Amendment.
i. Contractor means any person, agency, entity that has a contract with the Area Agency.
Contractor shall also be referred to as Provider.
j. 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.
k. Days means calendar days unless otherwise specified.
l. Effective Date means the date that the Area Agency President/CEO or designee signs the
contract, unless another date is specifically stated in the contract.
m. Eligible Persons means the persons determined eligible for contract services in accordance with
the criteria set forth by this contract.
n. Equipment means all vehicles, furniture, machinery, electronic data processing (EDP)
equipment, software and all other equipment costing $1,000 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).
o. Fiscal Year means the period beginning with July 1 and ending June 30.
p. 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.
q. 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.
r. Offer means bid, proposal, or quotation or Solicitation
s. 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.
t. Quarter means fiscal quarters July-September, October-December, January-March, and April-
June.
u. Reimbursement Ceiling means the maximum amount payable by Area Agency to the
3 Area Agency on Aging, Region One Contract FY 2015

Contractor under this Contract.
v. Scope of Work means the Arizona Department of Economic Services or Area Agency
description of service(s) to be provided pursuant to this contract. Scope of Work also means
Service.
w. 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.
x. Solicitation means an invitation for bids, a request for proposals, request for quotation, request
for qualifications or Offer.
y. State means the State of Arizona and the Department of Economic Security.
z. 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.
2. Contract Interpretation 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.
a. Arizona Law The law of Arizona 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. 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.
c. 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. Special Terms and Conditions;
ii. Uniform Terms and Conditions;
iii. Provider Specific Terms for Programs with ALTCS Funded Services
iv. Provider Specific Terms
v. Statement, or Scope of Work,
vi. Service Specifications;
vii. Area Agency manuals, policies and directives;
viii. Documents referenced or included in the solicitation.
d. 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.
e. Relationship of Parties
i. The Contractor under this contract is an independent Contractor. Neither party to this
contract shall be deemed to be the employee or agent of the other party to the contract.
ii. In the event that the Contractor or its personnel is sued or prosecuted for conduct arising
from this contract, the Contractor or their personnel will not be represented by the Area
Agency or other funding source within this contract.
iii. Taxes or Social Security payments will not be withheld from an Area Agency payment
issued hereunder and the Contractor shall make arrangements to directly pay such
expenses, if any.
f. 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.
g. 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.
4 Area Agency on Aging, Region One Contract FY 2015

h. 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. Records 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. Contract service records will be maintained in accordance with
prescribed Area Agency policies and procedures.
b. Non-Discrimination 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.
c. Audit At any time during the term of this contract and five (5) years thereafter, the Contractor's
or any subcontractor's books and records shall be subject to audit by the Area Agency and, where
applicable, the state or federal government, to the extent that the books and records relate to the
performance of the contract or subcontract.
d. 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.
e. Notices All notices under this contract shall be directed in writing to the persons and addresses
as specified in this contract, or to such other persons and/or addresses as either party may
designate to the other by notice. In the event that no person is designated to receive notices then
notices shall be sent to the contract signatory.
i. The Area Agency President/CEO and an authorized Contractor representative may
change their respective person to whom notice shall be given by written notice to the
other and an amendment to the Contract shall not be necessary.
ii. The Contractor shall give written notice to Area Agency of changes to the following and
a written amendment to the contract shall not be necessary:
1. Change of address and/or telephone number;
2. Change in Contract Authorized Signatory and his/her designee;
3. Change in the name of the Contractor, where the ownership or responsible entity
remains the same;
4. Changes in the name and/or address of the person to whom notices are to be sent;
5. Changes in contract-related personnel positions of the Contractor which do not
affect staffing ratios, staff qualifications or specific individuals required under
this contract; or
6. In a fixed price with price adjustment contract, whenever there is less than a 10%
increase in any budget category; any such increase must be offset by an equal
value decrease in another budget category or categories or equal value increase in
Contractor funds.
f. 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
5 Area Agency on Aging, Region One Contract FY 2015

include the following statement: Services are funded in part by Area Agency on Aging,
Region One, Incorporated.
iii. The Contractor shall provide to Area Agency for review and approval all reports or
publications (written, visual or sound) which are funded or partially funded under this
contract, a minimum of fifteen (15) calendar days prior to public release.
iv. All reports and publications whether written, visual or verbal shall contain the following
statement: This program is funded through a contract with the Area Agency on Aging,
Region One Incorporated. Any points of view are those of the author and do not
necessarily represent the official position or polices of the Area Agency or related
funders.
g. Property of the Area Agency Any materials, including reports, computer programs and other
deliverables, created under this contract are the sole property of Area Agency. The Contractor is
not entitled to a patent or copyright on those materials and may not transfer the patent or
copyright to anyone else. The Contractor shall not use or release these materials without the prior
written consent of Area Agency.
h. Ownership of Intellectual Property 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, within thirty (30) days,
of the creation of any Intellectual Property by it or its subcontractor(s). Contractor, on behalf of
itself and any subcontractor (s), agrees to execute any and all document(s) necessary to assure
ownership of the Intellectual Property vests in the Area Agency and shall take no affirmative
actions that might have the effect of vesting all or part of the Intellectual Property in any entity
other than the Area Agency. The Intellectual Property shall not be disclosed by Contractor or its
subcontractor(s) to any entity not the Area Agency without the express written authorization of
the Area Agency President/CEO.
4. Costs and Payments
a. Payments 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.
b. Delivery Unless stated otherwise in the contract, all prices shall be F.O.B. Destination and shall
include all freight delivery and unloading at the destination.
c. Applicable Taxes
i. Payment of Taxes: The Contractor shall be responsible for paying all applicable taxes.
ii. State and Local Transaction Privilege Taxes: 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. Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and
local taxes applicable to its operation and any persons employed by the Contractor.
Contractor shall, and require all subcontractors to hold the State of Arizona, Area
Agency, and it’s funders harmless from any responsibility for taxes, damages, and
interest, if applicable, contributions required under Federal, and/or state and local laws
and regulations and any other costs including transaction privilege taxes, unemployment
compensation insurance, Social Security and Workmen’s Compensation.
iv. IRS W9 Form: In order to receive payment the Contractor shall have a current I.R.S.
W9 Form on file with the Area Agency, unless not required by law.
d. Availability of Funds for the Next Fiscal Year Funds may not presently be available for
6 Area Agency on Aging, Region One Contract FY 2015

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.
e. 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:
i. Accept a decrease in price offered by the Contractor;
ii. Cancel the Contract
iii. Cancel the Contract and re-solicit the requirements
5. Contract Changes
a. 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. 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.
ii. 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.
b. 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. 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. A request for approval of a subcontract must at least meet the following requirements.
1. The Contractor shall clearly list any proposed subcontractors and the
subcontractor’s proposed responsibilities.
2. The subcontract shall incorporate by reference all of the terms and conditions of
this contract.
3. 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. 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
7 Area Agency on Aging, Region One Contract FY 2015

reporting requirements.
c. 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.
6. Risk and Liability
a. 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.
b. 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, it’s 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: Each party (as ‘indemnitor’) agrees to indemnify,
defend, and hold harmless the other party (as ‘indemnitee’) from and against any and all
claims, losses, liability, costs, or expenses (including reasonable attorney’s fees)
(hereinafter collectively referred to as ‘claims’) arising out of bodily injury of any person
(including death) or property damage but only to the extent that such claims which result
in vicarious/derivative liability to the indemnitee, are caused by the act, omission,
negligence, misconduct, or other fault of the indemnitor, its’ officers, officials, agents,
employees, or volunteers.
c. Indemnification – Patent and Copyright 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.
d. Force Majeure
i. Except for payments of sums due, neither party shall be liable to the other nor deemed in
default under this Contract if and to the extent that such party’s performance of this
Contract is prevented by reason of force majeure. The term “force majeure” means an
occurrence that is beyond the control of the party affected and occurs without its fault or
negligence. Without limiting the foregoing, force majeure includes acts of God; acts of
the public enemy; war; riots; strikes; mobilization; labor disputes; civil disorders; fire;
flood; lockouts; injunctions-intervention-acts; or failures or refusals to act by government
authority; and other similar occurrences beyond the control of the party declaring force
majeure which such party is unable to prevent by exercising reasonable diligence.
ii. Force Majeure shall not include the following occurrences:
1. Late delivery of equipment or materials caused by congestion at a manufacturer’s
plant or elsewhere, or an oversold condition of the market;
2. Late performance by a subcontractor unless the delay arises out of a force
majeure occurrence in accordance with this force majeure term and condition; or
3. Inability of either the Contractor or any subcontractor to acquire or maintain any
required insurance, bonds, licenses or permits.
iii. If either party is delayed at any time in the progress of the work by force majeure, the
delayed party shall notify the other party in writing of such delay, as soon as is
practicable and no later than the following working day, of the commencement thereof
and shall specify the causes of such delay in such notice. Such notice shall be delivered
or mailed certified-return receipt and shall make a specific reference to this article,
8 Area Agency on Aging, Region One Contract FY 2015

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.
e. 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.
7. 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.
b. Liens The Contractor warrants that the materials supplied under this Contract are free of liens
and shall remain free of liens.
c. Services The Contractor warrants that all services provided under this contract shall conform to
the requirements stated herein and any amendments hereto. The Area Agency’s acceptance of
services provided by the Contractor shall not relieve the Contractor from its obligations under this
warranty. In addition to its other remedies, the Area Agency President/CEO may, at the
Contractor’s expense, require prompt correction of any services failing to meet the Contractor’s
warranty herein. Services corrected by the Contractor shall be subject to all of the provisions of
this contract in the manner and to the same extent as the services originally furnished.
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. Year 2000
i. Notwithstanding any other warranty or disclaimer of warranty in this Contract, the
Contractor warrants that all products delivered and all services rendered under this
Contract shall comply in all respects to performance and delivery requirements of the
specifications and shall not be adversely affected by any date-related data Year 2000
issues. This warranty shall survive the expiration or termination of this Contract. In
additions, the defense of force majeure shall not apply to the Contractor's failure to
perform specification requirements as a result of any date-related data Year 2000 issues.
ii. Additionally notwithstanding any other warranty or disclaimer of warranty in this
Contract, the Contractor warrants that each hardware, software, and firmware product
delivered under this Contract shall be able to accurately process date/time data (including
9 Area Agency on Aging, Region One Contract FY 2015

but not limited to calculation, comparing, and sequencing) from, into, and between the
twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year
calculations, to the extent that other information technology utilized by the Area Agency
in combination with the information technology being acquired under this Contract
properly exchanges date-time data with it. If this Contract requires that the information
technology products being acquired perform as a system, or that the information
technology products being acquired perform as a system in combination with other Area
Agency information technology, then this warranty shall apply to the acquired products
as a system. The remedies available to the Area Agency for breach of this warranty shall
include, but shall not be limited to, repair and replacement of the information technology
products delivered under this Contract. In addition, the defense of force majeure shall
not apply to the failure of the Contractor to perform any specification requirements as a
result of any date-related data Year 2000 issues.
h. 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.
i. Survival of Rights and Obligations after Contract Expiration or Termination
i. Contractor’s Representations and Warranties: All representations and warranties made
by the Contractor under this contract shall survive the expiration or termination hereof. In
addition, the parties hereto acknowledge that pursuant to A.R.S. §12-510, except as
provided in A.R.S. §12-529, the Area Agency or State are not subject to or barred by any
limitations of actions prescribed in A.R.S., Title 12, Chapter 5.
ii. Purchase Orders: The Contractor shall, in accordance with all terms and conditions of
the Contract, fully perform and shall be obligated to comply with all purchase orders
received by the Contractor prior to the expiration or termination hereof, unless otherwise
directed in writing by the Area Agency President/CEO including, without limitation, all
purchase orders received prior to but not fully performed and satisfied at the expiration or
termination of the Contract.
8. Contractual Remedies
10 Area Agency on Aging, Region One Contract FY 2015

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 Uniform Terms and Conditions or other rights and remedies available by law or
provided by the contract.
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. Nonconforming 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 described in these Uniform Terms and Conditions.
9. Contract Termination
a. Cancellation for Conflict of Interest Pursuant to A.R.S §38-511, Area Agency may cancel this
contract within three (3) years after contract execution without penalty or further obligation if any
person significantly involved in initiating, negotiating, securing, drafting or creating the contract
on behalf of the Area Agency is or becomes at any time while the contract or an extension of the
contract is in effect an employee of or a consultant to any other party to this contract with respect
to the subject matter of the contract. The cancellation shall be effective when the Contractor
receives written notice of the cancellation unless the notice specifies a later time. If the Contractor
is a political subdivision of the State, it may also cancel this contract as provided in A.R.S §38-
511.
b. Gratuities The Area Agency may, by written notice to the Contractor, terminate this contract in
whole or in part if Area Agency determines that employment or a gratuity was offered or made by
the Contractor or a representative of the Contractor to any officer or employee of the Area
Agency for the purpose of influencing the outcome of the procurement or securing the contract,
an amendment to the contract, or favorable treatment concerning the contract, including the
making of any determination or decision about contract performance. The Area Agency, in
addition to any other rights or remedies, shall be entitled to recover exemplary damages in the
amount of three times the value of the gratuity offered by the Contractor.
c. 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.
11 Area Agency on Aging, Region One Contract FY 2015

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.
d. 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
at any time by providing at least sixty (60) days written notice to the Area Agency.
e. Termination for Default
i. In addition to the rights reserved under the contract, Area Agency may terminate the
contract in whole or in part due to the failure of the Contractor to comply with any term
or condition of the contract, to acquire and maintain all required insurance policies,
bonds, licenses and permits, or to make satisfactory progress in performing the contract.
The Area Agency President/CEO shall provide written notice of the termination and the
reasons for it to the Contractor by certified mail, return-receipt requested.
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. This contract may immediately be terminated if Area Agency determines that the health
or welfare or safety of service recipients is endangered.
f. 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.
10. Contract Claims All contract claims or controversies under this contract shall be resolved
according to A.R.S. Title 41, Chapter 23, Article 9, and rules adopted thereunder.
11. 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).
12 Area Agency on Aging, Region One Contract FY 2015

SPECIAL TERMS AND CONDITIONS
1. Definitions In addition to the terms and conditions defined in Section 1 of the Uniform Terms and
Conditions, the following shall apply.
a. Additional Insured specifically includes all agencies and requirements as identified in Section
Error! Reference source not found.. Additional Insured Requirements of the Special Terms and
Conditions.
b. Department means the Arizona Department of Economic Security (DES), unless otherwise
indicated.
c. Level of Service as used throughout these Special Terms and Conditions and Service
Specifications, means the number of units of service specified in the Contract Summary page.
d. May indicates something that is not mandatory but permissible.
e. Shall, Must indicates a mandatory requirement. Failure to meet these mandatory requirements
may result in default of contract.
f. 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.
g. 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 Administration and Operation
a. 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. In
addition to the terms and conditions in Section 7. Compliance with Applicable Law of the
Uniform Terms and Conditions, the following shall apply:
i. In accordance with A.R.S. §36-557 as may be amended (Purchase of community
development disabilities services; application; contracts; limitation), as applicable, all
recipients of contract services shall have all of the same specified rights as they would
have if enrolled in a service program operated directly by the State.
ii. 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.
iii. The Contractor shall comply with the requirements related to reporting to a peace officer
or to child or adult protective services incidents of child abuse or neglect as specified in
A.R.S. §13-3620 and elder abuse as specified in A.R.S. §46-454 as may be amended.
iv. 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 prohibits the
use of federal funds for lobbying and which states, in part: Except with the express
authorization of Congress, the Contractor, its employees or agents, shall not utilize any
federal funds under the terms of this contract to solicit or influence, or to attempt to
solicit or influence, directly or indirectly, any member of Congress regarding pending or
prospective legislation. Indian tribes, tribal organizations and other Indian organizations
are exempt from these lobbying restrictions with respect to expenditures that are
specifically permitted by other federal law.
v. 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.
vi. The Contractor shall comply with P.L. 105-285, Section 678F(a) which prohibits the use
of funds for the purchase of improvement of land or purchase, construction or permanent
13 Area Agency on Aging, Region One Contract FY 2015

improvement (other than low-cost residential weatherization or other energy-related
home repairs) of any building or other facility.
vii. The Contractor shall comply with P.L. 105-285, Section 678F(b) which prohibits the use
of CSBG funds of the provision of services or the employment or assignment of
personnel in a manner supporting any bi-partisan or non-partisan political activity or
political activity associated with a candidate, or contending faction or group, in an
election for public or party office; any activity to provide transportation to the polls or
similar assistance in connection with and such election, any voter registration activity.
b. Contract Extension 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. Any extension or
renewal must be made prior to the end of the contract period specified in this contract.
c. Contract Term
i. The term of this contract shall be for the period of time from the contract begin date to
the contract termination date as awarded in a contract 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).
d. Cooperation and Understanding
i. 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 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).
ii. In order for Area Agency to accomplish a comprehensive and coordinated service
response system, some services must be provided through a joint venture between Area
Agency and the Contractor. Area Agency recognizes the Contractor's role as both
integral and significant to the delivery of services and understands the importance of a
true partnership between itself and the Contractor. To this end, Area Agency recognizes
the autonomy of the Contractor and will try to avoid unnecessary demands on the
operations and business practices of the Contractor.
iii. Transfer of Knowledge: The Contractor shall, whenever feasible, share strategies and
techniques with Department staff to transfer the skills and knowledge acquired in the
delivery of the contracted service.
e. Certifications The Contractor agrees 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.
f. 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 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 suspect or find that the
14 Area Agency on Aging, Region One Contract FY 2015

Contractor or any of its subcontractors are not in compliance, 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.
g. 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.
h. Substantial Interest Disclosure
i. Contractor shall not make any payments, either directly or indirectly, to any person,
partnership, corporation, trust, or any other organization which has a substantial interest
in Contractor's organization or with which Contractor (or one of its directors, officers,
owners, trust certificate holders or a relative thereof) has a substantial interest, unless
Contractor has made a full written disclosure of the proposed payments, including
amounts, to Area Agency.
ii. Leases or rental agreements or purchase of real property which would be covered by the
above paragraph of this section shall be in writing and accompanied by an independent
commercial appraisal of fair market rental, lease, or purchase value, as appropriate.
iii. For the purpose of this section, the relative shall have the same meanings as in A.R.S.
§38-502 as may be amended.
i. 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.
j. 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.
k. 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.
l. Offshore Performance of Work Prohibited Due to security and identity protection concerns,
direct services under this contract shall be performed within the borders of the United States. Any
services that are described in the specifications or scope of work that directly serve the State of
Arizona or its clients and may involve access to secure or sensitive data or personal client data or
development or modification of software for the Area Agency shall be performed within the
borders of the United States. Unless specifically stated otherwise in the specifications, this
definition does not apply to indirect or “overhead” services, redundant back-up services or
services that are incidental to the performance of the contract. All storage and processing of
information shall be performed within the borders of the United States. This provision applies to
15 Area Agency on Aging, Region One Contract FY 2015

work performed by subcontractors at all tiers.
m. Pandemic Contractual Performance
i. The State shall require a written plan that illustrates how the Contractor shall perform up
to contractual standards in the event of a pandemic. Area Agency may require a copy of
the plan at anytime prior or post award of a contract. At a minimum, the pandemic
performance plan shall include:
1. Key succession and performance planning if there is a sudden significant
decrease in Contractor’s workforce.
2. Alternative methods to ensure there are services or products in the supply chain.
3. An up to date list of company contacts and organizational chart.
ii. In the event of a pandemic, as declared by the Governor of Arizona, U.S. Government or
the World Health Organization, which makes performance of any term under this
contract impossible or impracticable, the Area Agency shall have the following rights:
1. After the official declaration of a pandemic, Area Agency may temporally void
the contract(s) in whole or specific sections if the Contractor cannot perform to
the standards agreed upon in the initial terms.
2. Area Agency shall not incur any liability if a pandemic is declared and
emergency procurements are authorized by the Director of the Arizona
Department of Administration per A.R.S. §41-2537 as may be amended of the
Arizona Procurement Code.
3. Once the pandemic is officially declared over and/or the Contractor can
demonstrate the ability to perform, Area Agency, at its sole discretion, may
reinstate the temporarily voided contract(s).
3. Insurance The Contractor is a public entity and self-insured. Contractor shall provide a Certificate of
Self-Insurance.
4. 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.
iii. Changes to the Methodologies.
c. Levels of Service
i. For designated non-case managed services, if the Contractor determines service recipient
eligibility, the Contractor shall maintain and regulate the units or services set forth in this
contract to ensure continuity and availability of services to eligible persons during the
term of this contract and during any transition to a subsequent Contractor.
ii. Area Agency makes no guarantee to purchase specific quantities of goods or services, or
to refer eligible persons as may be identified or specified herein.
iii. Further, it is understood and agreed that this contract is for the sole convenience of the
Area Agency and that the Area Agency reserves the right to obtain like goods or services
from other sources when such need is determined necessary by the Area Agency.
16 Area Agency on Aging, Region One Contract FY 2015

iv. Area Agency makes no guarantee to purchase all of the service units contracted or to
provide any number of referrals. If quantities of units are specified, they are estimates
only and the Area Agency may decrease and/or increase them by providing written notice
to the Contractor.
v. Any administration within the Area Agency may obtain services under this contract.
vi. Contract services may be moved or expanded to other site locations within the
geographic area awarded only by a written contract amendment.
vii. When the method of compensation for the service is Fixed Price with Price Adjustment,
the contract may be amended, by mutual agreement, to purchase additional services by
increasing the contract service budget and/or budget summary.
1. It is expected that the Contractor will serve in excess of contract authorized, case
managed, units by as much as 10% without obligation for an Area Agency
funding increase.
2. Contractor is expected to serve, at least, within 90% of contracted levels of
service. The Area Agency reserves the right to amend the contract funding and
units within the contract to correspond with projected levels of service.
5. Contract 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. Funds may not presently be available for performance under this Contract beyond the
current fiscal year. No legal liability on the part of the Area Agency for any payment
may arise under this Contract beyond the current fiscal year of the Contract Term until
funds are made available for performance of this Contract. The Area Agency shall make
reasonable efforts to secure such funds.
b. Contract Payment Types In addition to the terms and conditions in Section 4. Costs and
Payments of the Uniform Terms and Conditions, payments regarding this contract shall be
made according to the type of payment indicated with the check mark and as identified on the
Contract Summary page(s) and defined as follows:
i. 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, 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 he contract or through the process of
issuing release orders. A Release Order is a separate document that may increase or
decrease units and funds throughout the term of the contract without amending the
contract. A client specific referral is considered a form of release order as well as a
purchase authorization or other similar named document.
ii.  Fixed Price With Price Adjustment - Reimbursement to the Contractor is in accordance
17 Area Agency on Aging, Region One Contract FY 2015

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 a contract amendment, provided that the
Total Service Cost shall not increase unless a price increase is permitted specifically by
Area Agency.
c. Contract Payment Provisions
i. 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.
ii. 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.
iii. Under no circumstances shall Area Agency make payment to the Contractor:
1. That exceeds the unit authorized as stated in this Section 5.b.i, Rate or Fixed
Price of this section.
2. That exceeds the service reimbursement ceiling as stated in the Contract
Summary or Contract Budget without an amendment to this contract or
3. Under no circumstances shall Area Agency make payment to the Contractor for
services performed prior to or after the term of the contract without timely
extension or renewal of the contract.
iv. Payments for Fixed Price with Price Adjustment requires that cash reimbursements be
timed to coincide with cash disbursements.
v. 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. This
penalty is in addition to the forfeiture allowed by the Uniform General Terms and
Conditions. Should a penalty be assessed, the level of service shall remain unchanged.
vi. 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.
d. Compensation for Rate or Fixed Price
i. Subject to the availability of funds and during the period of this contract, the Area
Agency shall pay the fixed unit prices for each unit of service authorized and delivered to
each client in accordance with the Contract Summary.
ii. The Contractor shall not be entitled to bill the Area Agency, nor shall the Area Agency
honor any claim for payment for any client services performed in the development of, or
review of a client's plan of care.
iii. The rates per unit of service as stated in the Contract Summary shall be considered
payment in full for all services and supplies rendered or provided under the terms of this
contract. The Contractor agrees that it will not bill or charge clients, their families,
guardian or conservators for services provided under this contract without prior approval
of the Area Agency. The provisions of this section shall not be construed as restricting
the right of the Contractor to bill Medicare for allowable costs, and/or to bill clients for
other services rendered that are not covered by this contract.
iv. The Contractor shall be entitled to bill the Area Agency only for those units of service
that have been performed in accordance with the 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
18 Area Agency on Aging, Region One Contract FY 2015

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. Any disagreement over any disallowance may be submitted by the
Contractor to the disputes process in accordance with the Uniform General Terms and
Conditions.
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. Reporting The Contractor shall report contract revenues and expenditures to the Area
Agency in the manner prescribed by Section 7 Reporting Requirements of these Terms and
Conditions and Service Specifications or other directives. Upon receipt of applicable, accurate,
and complete records, Area Agency shall authorize payment or reimbursement in accordance
with the method(s) indicated by this contract.
6. 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.
7. 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:
1. 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-133)
4. Corrective Action Plan
ii. The Area Agency’s contract numbers and award amounts must be included on the SEFA.
A copy of the Single Audit Reporting Package and Management Letter, if issued, shall be
submitted to the Area Agency’s Chief Finance Officer within thirty (30) days after
completion of the audit or nine (9) months after the audited period and t the Area
19 Area Agency on Aging, Region One Contract FY 2015

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 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. Background checks through the Central Registry shall be conducted for each Contract
employee and volunteer including subcontractors that provide direct services to children
or vulnerable adults. Individuals shall not provide direct services to contract service
recipients until the results of the Central Registry background check is complete and the
results indicate the individual has no disqualifying acts that would prohibit him/her from
providing services to contract service recipients. If the Central Registry background
check specifies any disqualifying act, the individual shall be prohibited from providing
direct services to contract service recipients.
iii. Within thirty (30) days of a new contract award for a service not previously contracted or
contracted within one fiscal year, the Contractor shall submit to Area Agency the Request
for Search of Central Registry for Employment form for each employee or volunteer and
subcontractor’s employee or volunteer providing direct services to children or vulnerable
adults.
iv. At least sixty (60) days prior to the contract end date, the Contractor shall have available
for Area Agency review the Request for Search of Central Registry for Employment form
for each employee or volunteer and subcontractor’s employee or volunteer providing
direct services to children or vulnerable adults.
v. The Contractor shall maintain the Central Registry Background Check results in a
confidential file for five (5) years after termination of the contract.
c. Books and Records In addition to the terms and conditions in Section 3.a, Records of the
Uniform Terms and Conditions, the following shall apply.
i. 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.
ii. Any such records not maintained shall mandate an audit exception in the amount of the
inadequately documented expenditures.
iii. Records shall, as applicable, meet the following standards:
1. Adequately identify the service provided and each service recipient’s application
for contract and subcontract activities;
2. Obtain and maintain client signatures signifying receipt of each unit of service.
3. Include personnel records which contain applications for employment, job titles
and descriptions, hire and termination dates, a copy of fingerprint clearance card,
wage rates, and effective dates of personnel actions affecting any of these items;
a. Specific to staff/volunteers providing transportation services, records
20 Area Agency on Aging, Region One Contract FY 2015

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.
4. Include time and attendance records for individual employees to support all
salaries and wages paid;
5. Include records of the source of all receipts and the deposit of all funds received
by the Contractor;
6. Include original 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;
7. Include a complete general ledger with accounts for the collection of all costs
and/or fees applicable to the contract; and,
8. Include copies of lease/rental agreements, mortgages and/or any other
agreements which in any way may affect contract 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 except as provided in Section 7.q,
Reporting Requirements of these Special Terms and Conditions or if subject to HIPAA
which is six (6) years from the date of final payment:
1. 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 years
from the date of any such termination.
2. Records which related 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 is certifying 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 certification. Such adjustment by the Area Agency
may include overhead, profit, or fees. The certifying of cost or pricing data does not apply when
contract rates are set by law or regulation.
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
7.s, Unallowable Costs of these Special Terms and Conditions;
iii. Similar types of costs were accorded consistent accounting treatment in the development
of the compensation section; and
iv. No costs are included as both direct and indirect costs.
v. The Contractor agrees that the funds received under this contract will be expended to
achieve the purposes of this contract and to meet costs defined as allowable in applicable
federal or state laws, rules, regulations and guidelines. For contracts where costs are
reimbursed, any costs deemed unallowable as determined by a financial audit shall be
subject to recoupment pursuant to Section 7.p, Payment Recoupment of these Special
Terms and Conditions.. The Contractor shall be entitled to appeal such determination
21 Area Agency on Aging, Region One Contract FY 2015

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. Act or action 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 impartiality, or have a political consequence for the Area Agency or
contracted funding sources.
v. Misrepresent or otherwise impede the efficiency, authority, actions, policies, or adversely
affect the confidence of the public or integrity of the Area Agency or contracted funding
sources.
vi. Loss of impartiality when advising the Area Agency or contracted funding sources.
i. Competitive Bidding Contractor is authorized to purchase the supplies and equipment itemized
in the contract or specified in an amendment for utilization in the delivery of contract services.
Contractor shall procure all such supplies and equipment at the lowest practicable cost and shall
purchase all non-expendable items, having a useful life of more than one year and an acquisition
cost of $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 for Area Agency
review.
j. Disaster Preparedness Contractor will develop and implement and emergency
preparedness plan describing agency protocols to assist clients in the event of an
emergency/disaster. The plan should include agency methods of coordination with state and/or
local emergency response agencies. Contractor agrees to conduct staff training on the
implementation of the emergency preparedness plan.
k. Equipment
i. If the Contractor is authorized, specifically by the Area Agency, to purchase equipment,
it shall be itemized in the contract or in the Terms of the amendment for utilization in the
delivery of contract services. If equipment is purchased as authorized by this contract,
the Contractor shall maintain complete and up-to-date inventory records for all
equipment purchased hereunder. Equipment specifically designated within this contract,
to be purchased in whole or part with Area Agency funds, shall be reported in accordance
with Area Agency Finance Manual inventory policies and procedures. The Contractor
shall report equipment purchased with contract funds to Area Agency within thirty (30)
days of purchase, perform an annual inventory of all equipment purchased with Area
Agency funds and submit the equipment inventory to the Area Agency. Reimbursement
claims for equipment must include the detailed receipt identifying the equipment item,
cost including taxes, shipping, and installation, and the type(s) of funds used from the
Area Agency.
ii. 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 for the purposes of this
contract. Area Agency shall be included as a co-insured on any insurance policy which
22 Area Agency on Aging, Region One Contract FY 2015

covers equipment purchased under this contract.
iii. 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.
iv. 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.
v. Under a Fixed Price contract, this section does not apply unless specifically requested by
Area Agency or required by federal or state law.
l. E-Verify
i. The Contractor warrants compliance with all Federal immigration laws and regulations
relating to employees and warrants its compliance with A.R.S. §23-214, subsection A as
may be amended which reads: “After December 31, 2007, every employer, after hiring
an employee, shall verify the employment eligibility of the employee through the E-Verify
program and shall keep a record of the verification for the duration of the employee’s
employment or at least three (3) years whichever is longer.”
ii. A breach of a warrant regarding compliance with immigration laws and regulations shall
be deemed a material breach of the contract and the Contractor may be subject to
penalties up to and including termination of the contract.
iii. Failure to comply with an Area Agency audit process to randomly verify the employment
records of the Contractor and subcontractors shall be deemed a material breach of the
contract and the Contractor may be subject to penalties up to and including termination of
the contract.
iv. Area Agency retains the legal right to inspect the papers of any employee who works on
the contract to ensure that the Contractor or subcontractor is complying with the warranty
statement herein.
m. Fingerprinting The provisions of A.R.S. §46-141 (as may be amended), are hereby
incorporated in their entirety as provisions of this contract. For reference, these provisions
include, but are not limited to, the following:
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
submit a full set of fingerprints to the Contractor for the purpose of obtaining a state and
federal criminal records check pursuant to section 41-1750 and Public Law 92-544 or
shall apply for fingerprint clearance card within seven working days of employment. The
Contractor is required to maintain complete documentation of all personnel checks to
certify and demonstrate all personnel have clearance.
ii. The Contractor shall assume the costs of fingerprint checks and may charge these costs to
its fingerprinted personnel. Area Agency may allow all or part of the costs of fingerprint
checks to be included as an allowable cost in a contract.
iii. 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.
iv. Personnel who are employed by any Contractor, whether paid or not, and who are
required or allowed to provide services directly to juveniles or vulnerable adults shall
certify on forms provided by the Department of Economic Security and notarized
whether they are awaiting trial on or have ever been convicted of any of the offenses
described in A.R.S. §46-141 (as may be amended).
v. Personnel who are employed by any Contractor, whether paid or not, and who are
required or allowed to provide services directly to juveniles or vulnerable adults shall
23 Area Agency on Aging, Region One Contract FY 2015

certify on forms provided by the Department of Economic Security and notarized
whether they have ever committed any act of sexual abuse of a child or vulnerable adults,
including sexual exploitation and commercial sexual exploitation, or any act of child or
adult abuse.
vi. 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).
vii. 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 Area Agency under this contract shall comply with A.R.S. §41-
3531 and 3532 as may be amended and Section 508 of the Rehabilitation Act of 1973, which
requires that employees and members of the public with disabilities shall have access to and use
of information technology that is comparable to the access and use by employees and members of
the public who are not individuals with disabilities.
o. Payment Indemnification The Contractor shall be responsible for issuing payment for services
performed by the Contractor’s employees, subcontractors, suppliers, or any other third party
incurred in the furtherance of the performance or the arising out of the contract and will
indemnify and save the Area Agency harmless for all claims whatsoever out of the lawful
demands of such parties. The Contractor shall, at the Area Agency’s request, furnish satisfactory
evidence that all obligations of the nature hereinabove designated have been paid, discharged or
waived.
p. Payment Recoupment Contractor shall reimburse Area Agency upon demand or Area
Agency may deduct from future payments for the items below.
i. Any amounts received by the Contractor from Area Agency for contract services which
have been inaccurately reported or are found to be unsubstantiated;
ii. Any amounts paid by the Contractor to a subcontractor not authorized in writing by Area
Agency;
iii. Any amount or benefit paid directly or indirectly to an individual or organization not in
accordance with the Section 2.h, Substantial Interest Disclosure of these Special Terms
and Conditions and/or Section 9.a. Cancellation for Conflict of Interest of the Uniform
Terms;
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 7.s,
Unallowable Costs of these Special Terms and Conditions;
vi. Any amounts paid by Area Agency for which the Contractor's books, records, and other
documents are not sufficient to clearly substantiate that those amounts were used by the
Contractor to perform contract services;
vii. Any amounts received by the Contractor from Area Agency which are identified as a
financial audit exception;
viii. Any amounts paid or reimbursed in excess of the contract or service reimbursement
ceiling;
ix. Any amounts paid to the Contractor which are subsequently determined to be defective
pursuant to Section 7.d, Certification of Cost or Pricing Data of these Special Terms
and Conditions;
x. 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
24 Area Agency on Aging, Region One Contract FY 2015

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 retention of payment. 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.
ii. No later than the twenty-fifth (25th) 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
defined as unallowable therein will not be submitted for reimbursement by the Contractor and
may not be reimbursed with Area Agency funds. In addition, the Contractor shall comply with
the following publications (including subsequent revisions) as applicable:
i. OMB Circular A-87 for State, local and Indian tribal governments.
ii. OMB Circular A-122 for private nonprofit organizations other than institutions of higher
education, hospitals or others specified in A-122.
iii. OMB Circular A-21 for educational institutions.
iv. OMB Circular A-133 for audits of institutions of higher education and other non-profit
institutions.
8. 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.
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 In addition to the terms and conditions in Section 3,b, Non-
Discrimination of the Uniform Terms and Conditions, the following shall apply:
i. Unless exempt under federal law, the Contractor shall comply with Title VII of the Civil
Rights Act of 1964 as amended. Contractor shall comply with the Age Discrimination in
Employment Act. The Contractor shall comply with the Rehabilitation Act of 1973, as
amended, which prohibits discrimination in the employment or advancement in
employment of qualified persons because of physical or mental handicap. The
Contractor shall comply with the requirements of the Fair Labor Standards Act of 1938,
as amended.
ii. 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.
25 Area Agency on Aging, Region One Contract FY 2015

iii. 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.
iv. 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 documento en otro formato u obtener informacion adicional sobre esta
politica, contact [insert Contractor contact person and phone number here].”
d. Personnel The Contractor’s personnel shall satisfy all qualifications, carry out all duties,
and work the hours set forth in this contract.
e. Professional Standards The Contractor shall deliver contract services in a humane and
respectful manner and in accordance with any and all applicable professional accreditation
standards. Levels of staff qualifications, professionalism, numbers of staff and individuals
identified by name must be maintained as presented in the contract.
f. Visitation, Inspection, and Copying Contractor's or subcontractor's facilities, services and
individuals served, books and records pertaining to the contract shall be available for visitation,
inspection and copying by Area Agency and any other appropriate agent of 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.
9. 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 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 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
26 Area Agency on Aging, Region One Contract FY 2015

Attorney General’s Office as required by the terms of this contract, by law, or upon their request.
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,
or quality of services. The Area Agency may assert its jurisdiction to hear the grievance
or refer the matter to the appropriate authority.
ii. The Contractor, whenever authorized by law, shall maintain a formal system acceptable
to and approved by the Area Agency for reviewing and adjudicating grievances by
service recipients or subcontractors arising from this contract.
d. Outcome Measurement Participation The Contractor shall participate with the Area Agency in
efforts to comply with federal and state mandated requirements regarding the tracking of outcome
measurement performance data and standards. Measurement data may be developed through
joint planning efforts between the Contractor and the Area Agency or required as a result of
mandates from federal or state fund sources.
27 Area Agency on Aging, Region One Contract FY 2015

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
15.2.1 Taxonomy Definition – A service or process that establishes a relationship with an individual
or family in order to enhance their functioning and/or integration into the community.
Appropriate services and/or benefits are identified, planned, obtained, provided, recorded,
monitored, modified when necessary and/or 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.
https://www.azdes.gov/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.
28 Area Agency on Aging, Region One Contract FY 2015

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.
15.4 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.
29 Area Agency on Aging, Region One Contract FY 2015

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.
30 Area Agency on Aging, Region One Contract FY 2015

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/common.aspx?menu=36&menuc=28&id=8252
c. Direct Payment means a seventy dollar ($70) 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. SPP means State Supplemental Payment Program.
i. SPP Service(s) means the services of the homecare cluster of services that are delivered to SSI
recipients by agencies under contract with the Area Agency on Aging.
j. Activities of Daily Living - 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 fifty-nine (59) years of age who have a physical
impairment that substantially limits two or more major life activities and have a diagnosis of such
impairment. Emphasis shall be placed on serving those in greatest economic and social need.
i. Physical Impairment" includes physiological conditions, 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.
c. Individuals who are eligible for SPP services have already been identified / authorized by Area
Agency. No new clients may be enrolled into this program.
d. Individuals who are Adult Protective Service clients without regard to income, eighteen (18)
years of age or older.
31 Area Agency on Aging, Region One Contract FY 2015

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.
32 Area Agency on Aging, Region One Contract FY 2015

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 Requirements Contractor 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 (25th) of the month due.
33 Area Agency on Aging, Region One Contract FY 2015

FACILITY LOCATION
Contract services shall be delivered only at facilities and locations specified below and will be available during
the hours and days of operation indicated:
AGENCY S GEOGRAPHIC ADULT DAY
INFORMATION U SERVICE HEALTH CARE
B DAYS OF AREA TRANSPORTATION
Facility / Site Name CONTRACTED C WEEK or
Address, City, State, O & (service area by PSA, HOME
SERVICES N City(s) & communities DELIVERED
Zip BY HOURS OF or north, south, east,
Telephone # SITE T OPERATION west boundaries) MEALS DELIVERY
Fax # R BY AREA
(list corporate office, A SITE (specific north,
then any site office) C south, east, west
T boundaries)
Maricopa County
Human Services
Department
234 N Central Ave 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 √ indicates the HOLIDAYS that the facility(s) listed above will not be open:
√ New Year’s Day √ Labor Day Other Holidays:
√ Martin Luther King Day Columbus Day √ day after Thanksgiving
√ President’s Day √ Veteran’s Day
Good Friday √ Thanksgiving Day(s):
√ Memorial Day √ Christmas Day(s):
√ Independence Day HOLIDAYS marked are administrative only; services are provided 24/7
34 Area Agency on Aging, Region One Contract FY 2015

CERTIFICATE REGARDING LOBBYING
Certification for Contracts, Grants, Loans, and Cooperative Agreements
The undersigned certifies, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any
person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an
officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of
any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any
cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal
contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant,
loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, ''Disclosure of
Lobbying Activities,'' in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents for
all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative
agreements) and that all sub-recipients shall certify and disclose accordingly. This certification is a material
representation of fact upon which reliance was placed when this transaction was made or entered into. Submission
of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31,
U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than
$10,000 and not more than $100,000 for each such failure.
Statement for Loan Guarantees and Loan Insurance
The undersigned states, to the best of his or her knowledge and belief, that:
If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with this commitment providing for the United States to insure or guarantee a
loan, the undersigned shall complete and submit Standard Form-LLL, ''Disclosure of Lobbying Activities,'' in
accordance with its instructions. Submission of this statement is a prerequisite for making or entering into this
transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required statement shall
be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
MARICOPA COUNTY
Signature and Date
Denny Barney, Chairman Maricopa
County Board of Supervisors
35 Area Agency on Aging, Region One Contract FY 2015

CERTIFICATE OF DEBARMENT
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 and submitting this document, the prospective recipient of federal assistance funds is
providing the certification as set out below.
2. The certification in this clause is a material representation of fact upon which reliance was placed when
this transaction was entered into. If it is later determined that the prospective recipient of federal
assistance funds knowingly rendered an erroneous certification, in addition to other remedies available to
the federal government, the Department of Labor (DOL) may pursue available remedies, including
suspension and/or debarment.
3. 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.
4. 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.
5. 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).
6. 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.
7. 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.
8. 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.
9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered
transaction knowingly enters into a lower tier covered transaction with a person who is suspended,
debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other
remedies available to the federal government, the DOL may pursue available remedies including
suspension and/or debarment.
MARICOPA COUNTY
Signature and Date
Denny Barney, Chairman Maricopa
County Board of Supervisors
36 Area Agency on Aging, Region One Contract FY 2015

COMMUNICATION PAGE
(not an integral page of the Contract)
7/17/14 EMAILED TO: mendezs002@mail.maricopa.gov
Mendezs002@mail.maricopa.gov
37 Area Agency on Aging, Region One Contract FY 2015