Agreement with Arizona Community Action Association dba Wildfire (updated 10/18/2024)*

INDEPENDENT CONTRACTOR AGREEMENT
2024-25 Utility Assistance Programs
Contract No. 07012024-25
          This INDEPENDENT CONTRACTOR AGREEMENT (this "Agreement") is entered into as of the 
Effective Date set forth below by and between City of Glendale (hereinafter "Contractor") and Arizona 
Community Action Association, an Arizona nonprofit corporation DBA Wildfire (hereinafter "Wildfire").
RECITALS:
 
A.    Wildfire is a nonprofit organization that, as part of its mission to promote economic self-sufficiency for 
low-income Arizonans, administers energy program funding to provide weatherization services, utility 
repair and replacement, utility deposits and bill assistance.
B.    Wildfire is receiving or expects to receive during the term of this Agreement funding from the fund 
sources in Section 1 (the "Fund Sources") pursuant to Program Documents (as defined in Section 4).
C.    Wildfire desires to subcontract with Contractor to obtain assistance with fulfilling Wildfire’s obligations 
under the Program Documents and Contractor desires to receive the funding described herein and use it to 
provide services in accordance with the Program Documents and this Agreement.
THEREFORE, in consideration of the terms and conditions set forth in this Agreement and intending to be 
bound, Wildfire and Contractor hereby agree as follows:
1.      Services and Programs
1.1    Services.  Contractor agrees, under the terms and conditions of this Agreement, to perform the 
following services for the programs listed in Section 1.2: (i) conduct application intake services, (ii) make 
eligibility determinations, and (iii) where applicable, conduct weatherization work, utility deposits, repair and 
replacement work, and (iv) bill assistance.  Contractor shall perform the foregoing services during the term 
set forth in Section 2.  Wildfire will not exercise control over the specific methods used by Contractor or 
the specific manner in which Contractor performs services under this Agreement, but Contractor shall 
follow Wildfire's instructions as to the result to be achieved.  Contractor will receive Wildfire’s instructions 
through an employee of Wildfire who is appointed to manage the program (“Program Manager”).  
Contractor may also receive instructions from a Wildfire employee designated to serve as a liaison 
between Wildfire and Contractor (“Monitor”).  
1.2.   Fund Sources.  For purposes of this Agreement, the programs, Fund Sources and amount of funding 
to be allocated to Contractor will be as set forth in the table on the following pages.

1.2 Fund Sources
Fund
Direct Service 
Amount
Program 
Delivery 
Amount
Total 
Allocation
Additional Information
APS Crisis Bill 
Assistance
$27,475.00
$5,495.00
$32,970.00
Refer to Exhibit A:  Arizona 
Public Service (APS) Crisis 
Bill Assistance Program 
Summary
Global Water Bill 
Assistance
$0.00
$0.00
 
Refer to Exhibit A:  Global 
Water Bill Assistance 
Program Summary
Salt River Project (SRP) 
Bill Assistance
$18,281.82
$1,828.18
$20,110.00
Refer to Exhibit A:  Salt River 
Project (SRP) Bill Assistance 
Program Summary
Southwest Gas Energy 
Share Bill Assistance
$2,536.36
$253.64
$2,790.00
Refer to Exhibit A:  
Southwest Gas Energy Share 
– Bill Assistance Program 
Summary
Southwest Energy Share 
Repair/Replace
$0.00
$0.00
 
Refer to Exhibit A:  
Southwest Gas Energy Share 
Repair/Replace Program 
Summary
Southwest Gas Low 
Income Energy 
Conservation (LIEC)
$5,000.00
$0.00
$5,000.00
Refer to Exhibit A:  SWG 
LIEC Program Summary.  
These funds should be 
prioritized for distribution over 
SWG E-Share funds for all 
eligible clients.  No more than 
twenty-five percent (25%) of 
total allocation can be used 
for deposits.
Trico
$0.00
$0.00
 
Refer to Exhibit A:  Trico 
Assistance Program 
Summary
Tucson Electric Power 
(TEP) Bill Assistance
$0.00
$0.00
 
Refer to Exhibit A: Tucson 
Electric Power Bill Assistance 
Summary

1.2 Fund Sources (Continued)
Fund
Direct Service 
Amount
Program 
Delivery 
Amount
Total 
Allocation
Additional Information
Utility Repair 
Replacement Deposit 
(URRD)
$6,666.67
$1,333.33
$8,000.00
Refer to Exhibit A:  URRD 
Program Summary.  Refer to 
Exhibit A, Appendix B:  
Instructions for Verifying 
Citizenship and Non-Legal 
Permanent Resident (LPR) 
Status.
20% of URRD allocation 
above is available for 
HVAC Pilot Program
$0.00
$0.00
$0.00
Refer to Exhibit A:  URRD 
Program Summary
Unisource Electric Bill 
Assistance
$0.00
$0.00
 
Refer to Exhibit A:  Unisource 
Electric Bill Assistance 
Program Summary
Warm Spirit Electric - Bill 
Assistance
$0.00
$0.00
 
Refer to Exhibit A:  Warm 
Spirit Program Summary
Warm Spirit Gas - Bill 
Assistance
$0.00
$0.00
 
Refer to Exhibit A:  Warm 
Spirit Program Summary
Heat Relief Initiative
$50,008.33
$10,001.67
$60,010.00
Refer to Exhibit A:  Heat 
Relief Initiative Program 
Summary
Heat Relief Initiative -- 
Minimum amount of Direct Service Allocation that must be expended in APS territory: $10,000.00
Heat Relief Initiative --
Minimum amount of Direct Service Allocation that must be expended in SRP territory: $20,000.00 
Heat Relief Initiative --
Minimum number of households that must be served in order to exceed $10,000 household limit: 5
(see Exhibit A: Heat Relief Initiative Program Summary)
 
1.2.    Fund Sources (Continued). Contractor makes guarantees and payments to utility companies and 
repair/replacement vendors.  Service costs and program delivery costs are then reimbursed based on 
activity reports.
The table above, which highlights certain provisions of the Program Documents, is provided for 
Contractor’s convenience and is not intended to be an exhaustive description of all material terms of the 
Program Documents.  Contractor is advised to carefully review the Program Documents in their entirety.  In 
the event of any conflict between this summary and the Program Documents, the terms of the Program

Documents will control.
1.3     Training.  Contractor will participate in any training provided by Wildfire on dates and times selected 
by Wildfire.
1.4     Program Modification.  Wildfire and the Fund Sources reserve the right to modify program eligibility 
guidelines and Program Documents.  Contractor agrees to implement and comply with any and all 
modifications immediately after receipt of written notice of such modifications.
2.       Term and Termination. 
2.1     Term.  Unless sooner terminated pursuant to Section 2.2, the term of this Agreement will be for one 
year beginning on the later of full execution of this Agreement or July 1, 2024 (the “Effective Date”) and 
ending on June 30, 2025.  Period of performance is July 1, 2024, through June 30, 2025; all eligible 
activities that occur during this time period are eligible for reimbursement.
2.2     Termination.  Either Wildfire or Contractor may terminate this Agreement at any time, for any or no 
reason, by giving thirty (30) days written notice to the other party of its election to terminate.  If a Fund 
Source terminates a program or otherwise discontinues funding to Wildfire, then this Agreement will 
automatically terminate as to any services to be provided for that Fund Source.
2.3     Effect of Termination; Survival.  Upon termination, Contractor's obligation to perform further services 
for Wildfire shall terminate and Wildfire's obligation to provide funding to Contractor for such services shall 
terminate, but the remainder of this Agreement shall continue in full force and effect.
 
3.       Funding; Expenses; Nature of Relationship.
3.1     Funding; Payments to Contractor.  Not later than the 15th day of each month, Contractor will ensure 
that all services performed during the prior month are represented correctly in the Wildfire Grants 
Management System (GMS) as required by Section 4.  After the 15th day of each month, Wildfire will 
endeavor to review Contractor’s activities from the prior month and give notice to Contractor of any 
disallowed items within ten (10) business days.  Wildfire will submit all approved portions of Contractor’s 
activities to the applicable Fund Sources.  Contractor acknowledges and agrees that all activities are 
subject to approval by the Fund Sources and Wildfire’s approval does not bind any Fund Source or 
constitute a guarantee by Wildfire of payment to Contractor.  
3.2     Request for Additional Funds.  Contractor may submit in writing a request for additional funds to 
Wildfire no earlier than November 30 of the current contract year.  Requests for additional funds will be 
submitted to the Home Energy Assistance Fund Advisory Board of Directors on the next available agenda.  
Approval of request(s) will be based on:  a) there are adequate funds available; b) agency is at an 
expenditure rate to ensure any additional funds will be expended; c) request is not being used to cover 
over expenditures.  All approved requests will be submitted to the Wildfire Board of Directors on the next 
available agenda for final review and approval. 
3.3     Reimbursement of Expenses.  Wildfire may provide certain materials and supplies to Contractor for 
use in performing services under this Agreement.  Except for such materials and supplies, and except to 
the extent the Program Documents permit reimbursement of expenses from the Fund Sources, Contractor 
shall be responsible for expenses that it incurs in performing services under this Agreement, and shall not 
be entitled to reimbursement from Wildfire.

3.4     Expenditures.  Wildfire reserves the right to terminate, reduce, or reallocate funds to another 
Contractor within the service territory, if Contractor’s expenditure rate is not at a percentage to ensure one 
hundred percent expenditure of funds within the contract period. Wildfire will conduct a review of agency 
expenditures on a quarterly basis, and will notify the Contractor of any concerns.  It is the responsibility of 
the Contractor to monitor all contract expenditures and to ensure that no over expenditures occur.  If an 
over expenditure occurs, the Contractor is responsible for absorbing and/or returning the amount of the 
payment.
3.5     Advance Payments.  Contractor may request a one-time advance in accordance with the established 
One-Time Advance Payment Policy approved by the Home Energy Assistance Advisory Board of Directors 
and the Wildfire Board of Directors.  Contractor may request the Advance Request Form through Wildfire, 
if needed.
3.6     Nature of Relationship. As between Wildfire and Contractor, Wildfire shall have the same rights as 
the Funding Sources have under the applicable Program Documents.  Contractor shall have only those 
rights expressly provided to Contractor under this Agreement.  The relationship between Wildfire and 
Contractor shall be that of independent contractors for purposes including tax law purposes and 
employment law purposes and not that of employer-employee, partners, joint ventures, or otherwise.  
Contractor acknowledges and agrees that Contractor shall have no right or opportunity to participate in any 
employee benefits plans, compensation plans, or other benefits that Wildfire may offer to its employees, 
and that Contractor will not be treated as an employee for purposes of workers compensation laws, 
employment laws, or tax laws, including without limitation federal and state income tax laws, social security 
tax laws and unemployment contribution laws.  Contractor agrees to comply with all laws applicable to 
independent contractors including, but not limited to, professional and tax licensing requirements and 
reporting and payment of applicable federal, state and local taxes, including without limitation income taxes 
and self-employment taxes. 
3.7     Indemnification.  Each Party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the 
other Party (as “Indemnitee”) from and against all claims, losses, liability, costs, and expenses (including 
reasonable attorneys’ fees) (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 are caused by the act, 
omission, negligence, misconduct, or other fault of Indemnitor, its officers, agents, employees, or 
volunteers.
3.8     Insurance. 

3.8.1     Contractor and any subcontractors shall procure and maintain, until all of their obligations 
have been satisfied, insurance against claims for injury to persons or damage to property which 
may arise from or in connection with the performance of the services hereunder by Contractor or 
Contractor’s agents, representatives, employees or subcontractors.  Contractor shall also procure 
and maintain all additional insurance coverage required by the Program Documents.

3.8.2     The insurance requirements herein are minimum requirements for this Agreement and in 
no way limit Contractor’s indemnity obligations contained in this Agreement.  Wildfire makes no 
representation or warranty that the minimum limits contained herein are sufficient to protect 
Contractor from liabilities that might arise out of the performance of the work under this contract by 
Contractor, its agents, representatives, employees or subcontractors, and Contractor is free to 
purchase additional insurance.

3.8.3     Contractor shall provide coverage with limits of liability not less than those stated below.
o
a) Commercial General Liability – Occurrence Form


General Aggregate:  The policy will have a combined single limit of $2,000,000 for 
each occurrence for bodily injury and property damage.  The policy shall include 
bodily injury, property damage, personal injury and broad form contractual liability.

The policy shall be endorsed to include the following additional insured 
language: “Arizona Community Action Association (dba Wildfire) shall be named as 
additional insured with respect to liability arising out of the activities performed by or 
on behalf of the Contractor".

The policy shall contain a waiver of subrogation against Arizona Community Action 
Association (dba Wildfire) and its officers, officials, agents, and employees for 
losses arising from work performed by or on behalf of the Contractor.
o
b) Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and/or non-owned 
vehicles used in the performance of this Agreement.

Combined Single Limit (CSL)                                 $ 1,000,000

The policy shall be endorsed to include the following additional insured 
language: “Arizona Community Action Association DBA Wildfire shall be 
named as additional insured with respect to liability arising out of the 
activities performed by or on behalf of the Contractor, involving automobiles 
owned, leased, hired or borrowed by the Contractor".
o
c) Worker's Compensation and Employers' Liability

The policy will cover all obligations imposed by federal, state and local statutes with 
jurisdiction over Contractor’s employees.

The policy shall contain a waiver of subrogation against Arizona Community Action 
Association (dba Wildfire) and its officers, officials, agents, and employees for 
losses arising from work performed by or on behalf of the Contractor.

3.8.4     Wherever additional insured status is required, such additional insured shall be covered to 
the full limits of liability purchased by the Contractor, even if those limits of liability are in excess of 
those required by this Agreement.  The Contractor's insurance coverage shall be primary insurance 
with respect to all other available sources.  Coverage provided by the Contractor shall not be 
limited to the liability assumed under the indemnification provisions of this Agreement.

3.8.5     Each insurance policy required by the insurance provisions of this Agreement shall provide 
the required coverage and shall not be suspended, voided, canceled, or reduced in coverage or in 
limits except after thirty (30) days prior written notice has been given to Wildfire.

3.8.6     Insurance is to be placed with duly licensed or approved non-admitted insurers in the state 
of Arizona with an “A.M. Best” rating of not less than A- VII.  Wildfire makes no representation or 
warranty that the above-required minimum insurer rating is sufficient to protect Contractor from 
potential insurer insolvency.  If Contractor utilizes the Social Service Contractors Indemnity Pool 
(SSCIP) or other approved insurance pool for insurance coverage, SSCIP or the other approved 
insurance pool is exempt from the A.M. Best’s rating requirements listed in this Agreement.  If 
Contractor chooses to use SSCIP or another approved insurance pool as its insurance provider, 
Contractor would be considered in full compliance with insurance requirements relating to the A.M. 
Best rating requirements.

3.8.7     Contractor shall furnish Wildfire with certificates of insurance (ACORD form or equivalent 
approved by Wildfire) as required by this Agreement.  The certificates for each insurance policy are

to be signed by a person authorized by that insurer to bind coverage on its behalf.  All certificates 
and endorsements are to be received and approved by Wildfire before services commence.  Each 
insurance policy required by this Agreement must be in effect at or prior to commencement of 
services under this Agreement and remain in effect for the duration of the term of this Agreement.  
Failure to maintain the insurance policies as required by this Agreement, or to provide evidence of 
renewal, is a material breach of contract.

3.8.8    Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or 
Contractor shall furnish to Wildfire separate certificates and endorsements for each subcontractor.  
All coverages for subcontractors shall be subject to the minimum requirements identified above.

3.8.9.    In the event the Contractor is a public entity, then the insurance requirements shall not 
apply. Such public entity, during the term of this Agreement, shall maintain liability insurance or 
self-insurance coverage for the negligent acts, errors and omissions of its officers, officials, 
agents, employees or volunteers. Contractor shall furnish Wildfire with evidence of its self-insured 
policy by submitting a certificate of insurance. Contractor shall maintain insurance policies for the 
duration of the term of this Agreement.  
4.       Compliance with Terms of Funding.
4.1     Contractor’s Compliance with Terms of Funding. Contractor acknowledges that Contractor’s services 
will be part of the programs funded by the Funding Sources in Section 1 pursuant to the Program 
Documents.  Contractor agrees it will be bound by and will comply with all terms and conditions of the 
Program Documents, including without limitation all indemnification and insurance obligations.  The 
“Program Documents” consist of the Attachments and Exhibits hereto and any written policies and 
procedures that Wildfire may send to Contractor from time to time, all of which are incorporated herein by 
this reference.  The Program Documents require Wildfire to submit certain periodic reports to the Fund 
Sources.  Contractor agrees to cooperate with Wildfire in preparing these reports.  In addition, Contractor 
agrees to comply with all other reporting obligations under the Program Documents. 
4.2    Grants Management System Database (GMS).  Contractor will ensure that applications from all fund 
sources will be directly entered into the GMS Database, or transferred electronically, in accordance with 
the policies outlined in the Program Documents. 
5.       Confidential Information.
5.1.    Contractor's Obligation of Confidentiality.  The Contractor, City of Glendale, is a municipal 
corporation, subject to the requisites of Arizona law found in A.R.S. § 39-121 et seq. With the exception of 
personal identifying information prohibited by state law and the duty to safeguard the client’s confidentiality 
imposed by the Department of Housing and Urban Development (HUD), the records of contracts and other 
items are required to be open for public inspection upon request. 
5.2     Protecting Confidential Information.  In order to protect the confidentiality of applicants and 
participants in Contractor-administered HUD programs, recipients can request public records pertaining 
to its relationship with the Arizona Community Action Association dba Wildfire. Contractor will promptly 
notify Wildfire of the request in order to allow Wildfire (or its funding partners) to seek protection of those 
records in the Arizona Courts. Absent action by Wildfire (or its funding partners) to promptly apply for a 
Protection Order (or other appropriate relief) from a proper Arizona Court, Contractor will be required to 
submit records for public inspection in accordance with applicable law. Subject to the foregoing, Contractor

will otherwise maintain the confidentiality of the records relating to the arrangement contemplated by this 
Agreement, and under no circumstances shall this Section 5 be interpreted as permitting Contractor 
to disclose any information relating to such arrangement except as required by applicable law.
6.        Audit and Inspection.  Wildfire will have the right to audit and inspect Contractor’s work to verify 
compliance with this Agreement.  Contractor agrees to provide Wildfire and its Fund Sources with access, 
upon reasonable advance notice and during normal business hours, to all of Contractor's books and 
records that relate to this Agreement.  Contractor will maintain copies of all books and records that relate to 
this Agreement for at least 3 years after the expiration of this Agreement.
7.         Notices.  All notices given in connection with this Agreement shall be in writing and sent by: (i) 
hand delivery (ii) nationally recognized courier, (iii) facsimile, (iv) United States certified mail with return 
receipt requested, postage paid, or (v) e-mail.  All notices shall be deemed given and received when (a) if 
given by facsimile, upon confirmed transmission during normal business hours (before 5:00 p.m. Arizona 
time), if confirmed transmission is after normal business hours it will be deemed given and received the 
next business day, (b) if hand delivered, when delivered (as confirmed by receipt executed by the recipient 
or delivery confirmation executed by the courier), (c) if given by a nationally recognized courier, on the day 
the notice is actually delivered (as confirmed by receipt executed by the recipient or delivery confirmation 
by the courier), (d) if given by certified mail, return receipt requested, postage paid, when actually delivered 
to the addresses specified herein as evidenced by return receipt or refusal or failure to accept delivery.  All 
notices will be given at the address or by use of the facsimile number or e-mail address specified for a 
party on the signature page hereof.  A party may change its mailing address, e‑mail address and/or 
facsimile number for notice by giving notice to the other parties in accordance with this Section.
8.        Limitation of Liability.  Contractor acknowledges that all funds to be provided pursuant to this 
Agreement will be provided by the Fund Sources, and Contractor agrees to look solely to funds actually 
paid by the Fund Sources for Contractor invoices approved by the Fund Sources for all compensation and 
reimbursement hereunder.  Wildfire's obligations under this Agreement are subject to the Fund Sources 
actually providing the funds (either to Wildfire or directly to Contractor) pursuant to the Program 
Documents.  Wildfire intends to allocate the funds from each Fund Source to multiple contractors.  If one or 
more Fund Sources reduces their funding to Wildfire, then Wildfire reserves the right to reduce 
Contractor’s funding under this Agreement and to allocate the reduced funding among Contractor and 
other contractors as determined by Wildfire in its sole discretion.
9.        Assignment; Subcontractors.  Contractor may not assign Contractor's rights or obligations under 
this Agreement without Wildfire's prior written consent, which consent Wildfire may withhold in its sole 
discretion.  Contractor may not use a subcontractor to perform any of Contractor's obligations under this 
Agreement without Wildfire's prior written consent, which consent Wildfire will not unreasonably withhold. 
Wildfire's consent to an assignment or subcontractor will not release Contractor from any obligations 
hereunder. 
10.      Choice of Law and Forum.  This Agreement has been entered into in Maricopa County, Arizona 
and its application and interpretation shall be governed exclusively by its terms and by the laws of the 
State of Arizona without regard to its choice of law rules.  The exclusive and proper venue for any dispute 
arising out of this Agreement will be the state and federal courts located in Maricopa County Arizona.

11.       Integration; Modification; Waiver.  This Agreement reflects the entire agreement of the parties 
relating to the subject matter hereof.  All recitals, Attachments and Exhibits to this Agreement are 
incorporated herein by this reference.  No provision of this Agreement shall be deemed waived, amended, 
or modified by any party unless both parties sign a written amendment or the party against whom the 
waiver is asserted signs a written waiver.
12.      Counterparts; Email.  This Agreement may be executed in counterparts and delivered via email.
13.      Written Certification Under A.R.S. § 35-393.  To the extent A.R.S § 35-393.01 through § 35-
393.03 are applicable, the parties hereby certify that they are not currently engaged in, and agree for the 
duration of the Agreement to not engage in, a boycott of goods or services from Israel, as that term is 
defined in A.R.S § 35-393.
14.      Uyghur Forced Labor Prevention Act (UFLPA).  Contractor certifies that it does not currently, and 
during the term of this Agreement, will not use:
a.  the forced labor of ethnic Uyghurs in the People’s Republic of China;
b.  any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of 
China; and
c.  any contractors, subcontractors or suppliers that use the forced labor or any goods or services 
produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.
15.      Exhibits.
Exhibit A          Home Energy Assistance Fund Policy Manual FY 2025
Exhibit B          Federal Poverty Income Guidelines effective July 1, 2024 – June 30, 2025
[Signature page follows]

INDEPENDENT CONTRACTOR AGREEMENT
2024-25 Utility Assistance Programs
Signature Page
In witness whereof, the undersigned have executed this Agreement, effective as of the Effective Date.
CONTRACTOR
City of Glendale
Arizona Community Action Association (dba 
Wildfire), an Arizona nonprofit corporation
Signature: 
Name: 
Title: 
Date: 
Signature:       
Name:  Kelly McGowan   
Title:  Executive Director 
Date:       
Signature: 
Name: 
Title: 
Date: 
Address:
340 E Palm Lane, Suite 315
Phoenix, AZ 85004
Email: kmcgowan@wildfireaz.org
Signature: 
Name: 
Title: City Manager
Date: 
Address:
7677 W Bethany Home Rd.   
Glendale, AZ 85303
Email: ICantu@GLENDALEAZ.COM
Julie K. Bowers
City Clerk
Michael D. Bailey
City Attorney
Kevin R. PHelps