CONTRACT RE AREA AGENCY ON AGING FY25.PDF
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1 Area Agency on Aging, Region One Contract FY 2024
Contract #2025-28-MCH
CONTRACT FOR SERVICES BETWEEN
Area Agency on Aging, Region One, Incorporated
AND
Maricopa County administered by its
Human Services Dept
1366 E. Thomas Road, Suite 108
234 North Central, Suite 3000
Phoenix, Arizona 85014
Phoenix, Arizona 85004
602-264-2255 fax: 602-230-9132
602-506-4936 fax: 602-372-4880
EIN 86-6000472
DURATION OF THE CONTRACT, FY 2025:
July 1, 2024 and shall end June 30, 2025
CONTACT INFORMATION FOR NOTICES
Signatories: Mary Lynn Kasunic, President & CEO
Programmatic Authority: Leo Ramos, Director of
Contract Administration
Daily Contacts: Leo Ramos, Director of Contract
Administration
Cristina Martinez, Assistant Director
REIMBURSEMENT PAYMENTS SHALL BE MAILED TO:
Nicole Forbes, Finance and Budget Director, address same as above.
This Contract is entered into by and between Maricopa County, hereafter referred to as Contractor, and Area
Agency on Aging, Region One, Incorporated, hereafter referred to as Area Agency. The Contractor, in
consideration of the covenants and conditions set forth herein, shall provide and perform the services as
set forth in the Terms and Conditions, specific Terms and Conditions, Scope(s) of Work, Service
Specification(s), and other Area Agency manuals, policies, and directives. Contractor hereby affirms that all
insurance and indemnification requirements as set forth in this contract have been met and shall be
maintained fully throughout the terms of this contract. Further, Contractor will supply to Area Agency the
required certificates of insurance including all required “additional insured” as identified in this contract. All
rights and obligations of the parties shall be governed by the terms of this document, and shall include any
subcontracts and the approved budget and / or unit rates and contract budget ceilings.
Notice under this Contract shall be given by personal delivery or by mail to the persons indicated above
and shall be effective upon receipt by the party to whom addressed unless otherwise indicated in said
notice.
IN WITNESS WHEREOF, the parties enter into this Contract:
AREA AGENCY ON AGING,
REGION ONE, INCORPORATED
Maricopa County
Signature and Date
Mary Lynn Kasunic, President & CEO
Signature and Date
Jack Sellers, Chairman
of
Board of
Supervisors
_______________________________________
Clerk, Board of Supervisors
Signature and Date
________________________________________
Deputy County Attorney
Signature and Date
Jack Sellers, Chairman
of
Board of Supervisors
Jayson Matthews, Director
2 Area Agency on Aging, Region One Contract FY 2024
CONTRACT SUMMARY
FIXED PRICE WITH PRICE ADJUSTMENT
CONTRACT #:
2025-28-MCH
CONTRACTOR:
Maricopa County administered by its
Human Services Department
DOCUMENT:
Original Contract
CONTRACT TERM:
July 1, 2024 to June 30, 2025
Contract Payment Ceiling for All Services:
TOTAL: $ 2,333,124
CONTRACT OPERATING BUDGET
REVENUES
Case Management
Area
Agency Case Management
Grant
Area Agency
2,333,124
Project
Income
-
Non-Fed
Inkind
-
Non-Fed
Cash
1,660,957
Other Fed
764,350
TOTAL
4,758,431
-
EXPENSES
Personnel
2,834,439
ERE
1,141,235
Prof&Outside
32,138
Travel
40,000
Space
20,000
Equipment
-
Materials/Supl
15,000
Operating Svc
52,254
Indirect
623,365
TOTAL
4,758,431
-
Units
30,000
Unit Rate
$ 158.61
Indirect Rate
15.68%
Indirect Calculation: MCHSD Indirect cost allocation is based on Personnel & ERE.
3 Area Agency on Aging, Region One Contract FY 2024
ADES Special Terms and Conditions
1.0
DEFINITION OF TERM
In addition to the Uniform Terms and Conditions, Section 1, the following shall apply:
1.1
“Award Date” The date the Contract is executed by Area Agency. This may or may not be the same
date as the “Effective Date” which is the date specified on the Offer and Award or Signature Page.
1.2
“Client Specific Referral” Services or activities for which a referral has been made for a client by an
authorized representative of Area Agency.
1.3
“Department” The Arizona Department of Economic Security (ADES), unless otherwise indicated.
1.4
“Effective Date” The date the Contractor is to start delivering services. The Effective Date is specified on
the Offer and Award or Signature Page.
1.5
“Equipment” All vehicles, furniture, machinery, electronic data processing (EDP) equipment, software and
all other equipment costing $5,000 or more, including all normal and necessary expenses incurred to
make the equipment ready for its intended use (e.g., taxes, freight, installation, assembly and testing
charges, etc.), and with a useful life of greater than one (1) year. Equipment as used herein does not
include real property (e.g., land, building, structures, or facilities’ improvements).
1.6
“May” Indicates something that is not mandatory but permissible.
1.7
“Purchase Order” also known as “Purchase Authorization” or “Release Order” is an authorized document
to procure goods or services.
1.8
“Shall, Must” Indicates a mandatory requirement. Failure to meet these mandatory requirements may result
in the rejection of a proposal as non-responsive or may result in default of contract.
1.9
“Should” Indicates something that is recommended but not mandatory. If the Contractor fails to provide
recommended information, Area Agency may, at its sole option, ask the Contractor to provide the
information.
1.10
“Vulnerable adult” An individual who is eighteen (18) 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. Vulnerable adult
includes an incapacitated person as defined in A.R.S. §14-5101.
1.11
“Additional Insured” Specifically includes all agencies and requirements as identified in Section 26.4.3.
1.12
“Area Agency” Area Agency on Aging, Region One, Incorporated, unless otherwise indicated.
1.13
“Contract Specialist” Is the Area Agency staff person who is assigned managerial responsibility for the
contract.
1.14
“Scope of Work” The Arizona Department of Economic Security description of service(s) to be provided
pursuant of this contract.
1.15
“Service Specification” The Area Agency description of service(s) to be provided pursuant of this contract.
2.0
ADVERTISING, PUBLISHING AND PROMOTION OF CONTRACT
In addition to the Uniform Terms and Conditions, Section 3.6, the following shall apply:
2.1
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. All reports and publications whether written, visual or verbal shall contain the
following statement:
2.2
“This program was funded through a contract with Area Agency on Aging, Region One, Incorporated. Points
4 Area Agency on Aging, Region One Contract FY 2024
of view are those of the author and do not necessarily represent the official position or policies of
the Area Agency.”
3.0
ASSIGNMENT
In addition to the Uniform Terms and Conditions, Section 5.3, the following shall apply:
3.1
Merger, Reorganization or Change of Ownership
3.1.1
A proposed merger, reorganization or change in ownership of the Contractor shall require prior written
approval of Area Agency and may require an assignment of the Contract documented by a Contract
Amendment. Area Agency may terminate this Contract pursuant to the Termination clauses of the
Contract, if the Contractor does not obtain prior written approval or Area Agency determines that the
change in ownership is not in the best interest of the Area Agency.
3.1.2
This Contract is voidable and subject to immediate cancellation by Area Agency upon the Contractor
becoming insolvent or filing proceedings in bankruptcy or reorganization under the United States Code, or
assigning any right(s) or obligations under this Contract without the prior written consent of Area Agency.
3.1.3
The Contractor shall submit a detailed merger, reorganization and/or transition of ownership plan to Area
Agency, for review at least sixty (60) days prior to the effective date of the proposed change.
4.0
AUDIT
In addition to the Uniform Terms and Conditions, Section 3.3, the following shall apply:
4.1
In compliance with the Federal Single Audit Act (31 U.S.C. § 7501-7506 as may be amended), Contractors
designated as sub-recipients shall comply with the Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards as prescribed in 2 C.F.R. § 200.
4.2
Audits of non-profit corporations receiving Federal or State monies are required pursuant to Federal or
State law and shall be conducted as provided in 31 U.S.C. § 7501-7506, and A.R.S. § 35-181.03, as may
be amended, and any other applicable statutes, rules, regulations, and standards.
4.3
In accordance with A.R.S. § 35-214, the Contractor shall retain and shall contractually require each
subcontractor to retain all data, books and other records (“records”) relating to this Contract for a period of
five (5) years after completion of the Contract, except if subject to Health Insurance Portability &
Accountability Act which is six (6) years. All records shall be subject to inspection and audit by Area Agency
at reasonable times. Upon request, the Contractor shall produce the original of any or all such records.
5.0
AUTHORIZATION FOR SERVICES
5.1
Authorization for performance of services under this Contract shall be made only upon a duly approved
Itemized Service Budget and the Itemized Service Budget will indicate the Contract number and the dollar
amount of funds authorized. The Contractor shall only be authorized to perform services up to the amount
on the approved Itemized Service Budget. Area Agency shall not have any legal obligation to pay for
services in excess of the amount indicated on the Itemized Service Budget.
5.2
No further obligation for payment shall exist on behalf of Area Agency unless change or modification has
been made in accordance with Section 5.1 above.
6.0
BACKGROUND CHECKS FOR EMPLOYMENT THROUGH THE CENTRAL REGISTRY.
If providing direct services to children or vulnerable adults, the following shall apply:
6.1
The provisions of A.R.S. § 8-804 (as may be amended) are hereby incorporated in their entirety as
provisions of this Contract.
6.2
The Contractor will conduct an Arizona Centralized Background Check (CBC) through the CBC web portal
of the Arizona Department of Economic Security (htts://des.az.gov/CBC) using the Area Agency contract
number CTR048037 and the following email address: Region1centralregistry@aaaphx.org, as a factor to
determine qualifications for positions that provide direct service to children or vulnerable adults for:
6.2.1
Any person who applies for a contract with Area Agency and that person’s employees;
5 Area Agency on Aging, Region One Contract FY 2024
6.2.2
All employees of a contractor;
6.2.3
A subcontractor of a contractor and the subcontractor’s employees; and
6.2.4
Prospective employees of the contractor or subcontractor at the request of the prospective employer.
6.3
Volunteers who provide direct services to children or vulnerable adults shall have an Arizona
Centralized Background Check (CBC) which is to be used as a factor to determine qualifications for
volunteer positions.
6.3.1
A person who is disqualified because of an Arizona Centralized Background Check (CBC) may apply to the
Board of Fingerprinting for an exception pursuant to A.R.S. § 41-619.57. A person who is granted an
exception pursuant to A.R.S. § 41-619.57 is not entitled to a contract, employment,
licensure, certification or other benefit because the person has been granted an exception.
6.3.2
Before being employed or volunteering in a position that provides direct services to children or vulnerable
adults, persons shall certify on forms that are provided by Area Agency whether an allegation of abuse
or neglect was made against them and was substantiated. The completed forms are to be maintained as
confidential.
6.4
A person awaiting receipt of the Arizona Centralized Background Check (CBC) may provide direct services
to Area Agency clients after completion and submittal of the Direct Service Position certification form
(Exhibit B) if the certification states:
6.4.1
The person is not currently the subject of an investigation of child abuse or neglect in Arizona or another
state or jurisdiction; and
6.4.2
The person has not been the subject of an investigation of child abuse or neglect in Arizona, or another
state or jurisdiction, which resulted in a substantiated finding.
6.5
If the Arizona Centralized Background Check (CBC) specifies any disqualifying act and the person does
not have an exception, the person shall be prohibited from providing direct services to Area Agency clients.
6.6
The Contractor shall maintain the Arizona Centralized Background Check (CBC) results and any related
forms or documents in a confidential file for five (5) years after termination of the Contract.
6.7
The Contractor shall require each employee to complete and sign the Direct Service Position form and
retain in a confidential file for five (5) years after termination of the Contract.
7.0
CERTIFICATION OF COST OR PRICING DATA
By submittal of the offer, 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 Area Agency shall be adjusted to exclude any significant
amounts by which 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 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.
8.0
CERTIFICATION REGARDING LOBBYING
The Contractor agrees by submittal of the Certification Regarding Lobbying form, in compliance with 49
C.F.R. Part 20.
9.0
CODE OF CONDUCT
The Contractor shall avoid any action that might create or result in the appearance of having:
9.1
Inappropriate use or divulging of information gathered or discovered pursuant to the performance of its
duties under the contract;
9.2
Acted on behalf of Area Agency or contracted funding sources without appropriate authorization;
9.3
Provided favorable or unfavorable treatment to anyone;
6 Area Agency on Aging, Region One Contract FY 2024
9.4
Made a decision on behalf Area Agency that exceeded its authority, could result in partiality, or have a
political consequence for Area Agency or contracted fund sources;
9.5
Misrepresent or otherwise impeded the efficiency, authority, actions, policies, or adversely affect the
confidence of the public or integrity of Area Agency or contracted funding sources; or
9.6
Loss of impartiality when advising Area Agency or contracted funding sources.
10.0
COMPETITIVE BIDDING
If the Contractor is authorized to purchase the supplies and equipment itemized in the Contract 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 (1) year
and an acquisition cost of $5,000 or more, through generally accepted and reasonable competitive bidding
processes. Any procurement in violation of this provision shall be considered a financial audit exception.
11.0
COMPLIANCE WITH APPLICABLE LAWS
In addition to the Uniform Terms and Conditions, Section 7.6, the following shall apply:
11.1
In accordance with A.R.S. § 36-557 as may be amended (Purchase of community developmental
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.
11.2
The Contractor shall comply with the requirements related to reporting to a peace officer or child protective
services incidents of crimes against children as specified in A.R.S. §13-3620 as may be amended.
11.3
The Contractor shall comply with P.L. 101-121, Section 319 (31 U.S.C. section 1352) as may be amended,
and 29 C.F.R. Part 93 as may be amended which prohibit the use of federal funds for lobbying and which
state, in part: Except with the express authorization of Congress, the Contractor, its employees or agents,
shall not utilize any federal funds under the terms of this contract to solicit or influence, or to attempt to
solicit or influence, directly or indirectly, any member of Congress regarding pending or prospective
legislation. Indian tribes, tribal organizations and any other Indian organizations are exempt from these
lobbying restrictions with respect to expenditures that are specifically permitted by other federal law.
11.4
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.
11.5
The Contractor shall comply with the Administrative Simplification rules in Title II of the Health Insurance
Portability and Accountability Act of 1996 (Public Law 104-191) and all Federal regulations that are
applicable to the operations of the Contractor by the dates required by the implementing Federal regulations
as well as all subsequent requirements and regulations as published.
12.0
CONFIDENTIALITY
12.1
The Contractor shall observe and abide by all applicable State and federal statutes, 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 Area Agency and to the Attorney General's Office as required by the terms of this Contract,
by law or upon their request.
12.2
The Contractor shall comply with the requirements of Arizona Address Confidentiality Program, A.R.S. §41-
161 et. seq. Area Agency will advise the Contractor as to applicable policies and procedures the Arizona
Department of Economic Security and/or the State has adopted for such compliance.
13.0
CONTRACT TERM AND OPTION TO EXTEND
13.1
The term of the resultant Contract shall be effective the date specified on the Offer and Award or Signature
page and shall remain in effect for until the contract termination date or as otherwise specified, unless
terminated, cancelled, or extended as otherwise provided herein.
7 Area Agency on Aging, Region One Contract FY 2024
13.2
Area Agency has no obligation to extend or renew this Contract. However, Area Agency has the right, at its
sole option, to renew the Contract in accordance with any extensions Area Agency may receive
for supplemental periods. In the event that Area Agency exercises such right, all terms, conditions and
provisions of the original Contract shall remain the same and apply during the renewal period with the
exception of price. The Contractor shall agree that the price stated in the original Contract shall apply
unless otherwise allowed.
13.3
Any extension or renewal must be made prior to the end of the Contract period specified in this Contract.
13.4
The Contractor shall not provide services prior to Contract term commencing or after the end date of the
Contract. There shall be no billable activity outside of the Contract effective dates.
14.0
COOPERATION
14.1
Area Agency may undertake or award other contracts for additional work related to the work performed
by the Contractor, and the Contractor shall fully cooperate with such other Contractors and Area
Agency employees, and carefully fit its own work to such other Contractors' work. The Contractor shall not
commit or permit any act which will interfere with the performance of work by any other Contractor or
by Area Agency employees. The Contractor shall cooperate as Area Agency deems necessary, with
the transfer of work, services, case records and files performed or prepared by the Contractor to other
Contractor(s).
15.0
COOPERATION INVESTIGATION
All contractors, providers, vendors and volunteers are to cooperate fully and truthfully with any A r e a
A g e n c y , ADES, or funding agency investigation, including but not limited to an Investigation by Division or
Internal Affairs of such agencies. Failure to adhere to this policy may result in Area Agency taking whatever
actions it deems appropriate, from removal of the subject and or witness from working with Area Agency
clients up to terminating the Contract with Area Agency.
16.0
DATA SHARING AGREEMENT
16.1
When determined by Area Agency that sharing of confidential data will occur with the Contractor, the
Contractor shall complete a Data Sharing Request Agreement and submit the completed
Agreement to the Area Agency Designated Staff prior to any work commencing or data shared. A
separate Data Sharing Request Agreement shall be required between the Contractor and each Area
Agency Program or funding source sharing confidential data.
17.0
EQUIPMENT
17.1
If the Contractor is authorized to purchase Equipment, it shall be itemized in the Contract 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 form to the Area Agency person designated to receive
notices.
17.2
Area Agency 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 under this Contract.
Area Agency shall be included as a co-insured on any insurance policy which covers Equipment
purchased under this Contract.
17.3
The Contractor shall not dispose of any Equipment purchased under this Contract without the prior written
consent of the 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.
17.4
Upon termination of this Contract, any Equipment purchased 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.
8 Area Agency on Aging, Region One Contract FY 2024
17.5
Under a fixed price contract, Section 17.1 through 17.4 do not apply unless specifically required by federal
or state law.
18.0
EVALUATION
18.1
Area Agency may evaluate, and the Contractor shall cooperate in the 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.
18.2
As requested by Area Agency, the Contractor shall participate in third party evaluations relative to
Contract impact in support of Area Agency goals.
19.0
E-VERIFY
In addition to the Uniform Terms and Conditions, Section 3.10, the following shall apply:
19.1
The Contractor warrants compliance with all Federal immigration laws and regulations relating to
employees and warrants its compliance with Section A.R.S. § 23-214, A, as may be amended. (That
subsection reads: “After December 31, 2007, every employer, after hiring an employee, shall verify the
employment eligibility of the employee through the e-verify program.”)
19.2
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.
19.3
Failure to comply with an Area Agency audit process to randomly verify the employment records of
contractors 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.
19.4
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 above.
20.0
FAIR HEARINGS AND SERVICE RECIPIENTS' GRIEVANCES
20.1
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. Area Agency may assert its jurisdiction to
hear the grievance or refer the matter to the appropriate authority.
20.2
The Contractor, whenever authorized by law, shall maintain a formal system acceptable to and approved
by Area Agency for reviewing and adjudicating grievances by service recipients or subcontractors arising
from this Contract.
21.0
FEDERAL IMMIGRATION AND NATIONALITY ACT
In addition to the Uniform Terms and Conditions, Section 3.9, the following shall apply:
21.1
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. I-9 forms are
available for download at USCIS.GOV.
21.2
Area Agency may request verification of compliance for any Contractor or subcontractor performing work
under the Contract.
22.0
FEES AND PROGRAM INCOME
Unless specifically authorized in the Contract, the Contractor shall impose no fees or charges of any kind
9 Area Agency on Aging, Region One Contract FY 2024
upon recipients for contract services.
23.0
FINGERPRINTING
23.1
Contractor shall comply with, and shall ensure that all of Contractor’s employees, independent contractors,
subcontractors, volunteers and other agents comply with, all applicable (current and future) legal
requirements relating to fingerprinting, fingerprint clearance cards, verification of fingerprint clearance
cards, certifications regarding pending or past criminal matters, and criminal records checks that relate to
contract performance.
23.2
Applicable legal requirements relating to fingerprinting, certification, and criminal background checks may
include, but are not limited, to the following: A.R.S. §§ 36-594.01, 36-3008, 41-1964, and 46-141. All
applicable legal requirements relating to fingerprinting, fingerprint clearance cards, certifications regarding
pending or past criminal matters, and criminal records checks are hereby incorporated in their entirety as
provisions of this Contract. The Contractor is responsible for knowing which legal requirements relating to
fingerprinting, fingerprint clearance cards, certifications regarding pending or past criminal matters, and
criminal records checks relate to contract performance.
23.2.1
“Certifications regarding pending or past criminal matters” as identified above may be satisfied through the
submission of the Criminal History Self Disclosure Affidavit by staff/volunteers. Such use of this form cannot
be construed as the only manner or the best manner to obtain certifications regarding pending or past
criminal matters.
Exhibit C English
Exhibit D Spanish
23.3
To the extent A.R.S. § 46-141 is applicable to contract performance or the services provided under this
Contract, the following provisions apply:
23.3.1
Personnel who are employed by the Contractor, whether paid or not, and who are required or allowed to
provide services directly to juveniles or vulnerable adults shall have a valid fingerprint clearance card or
shall apply for a fingerprint clearance card within seven (7) working days of employment.
23.3.2
Except as provided in A.R.S. § 46-141, this Contract may be cancelled or terminated immediately if a person
employed by the Contractor and who has contact with juveniles 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.
23.3.3
Federally recognized Indian tribes 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. § 46-321 (as may be amended).
24.0 HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996
24.1
The Contractor warrants that it is familiar with the requirements of HIPAA, as amended by the Health
Information Technology for Economic and Clinical Health Act (HITECH Act) of 2009, and accompanying
regulations and will comply with all applicable HIPAA requirements in the course of this Contract. Contractor
warrants that it will cooperate with Area Agency in the course of performance of the Contract so that both
the Area Agency and Contractor will be in compliance with HIPAA, including cooperation and coordination
with the offices of the Department’s Chief Information Security Officer and Chief Privacy Officer,
and other compliance officials required by HIPAA and its regulations.
24.2.2
The Contractor agrees to p r o vide Area Agency with materials that will be utilized for its own training. Area
Agency reserves the right to review the independent training materials and either approve or reject.
25.0
INCLUSIVE CONTRACTOR
Contractor is encouraged to make every effort to utilize subcontractors that are small, women-owned and/or
minority owned business enterprises. This could include subcontractors for a percentage of the
administrative or direct service being proposed. Contractor who is committing a portion of its work to such
10 Area Agency on Aging, Region One Contract FY 2024
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.
26.0
INDEMNIFICATION AND INSURANCE
26.1
Indemnification Clause
To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless Area Agency
and the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials,
agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions,
liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim
processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury
(including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in
whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers,
directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising
out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to
conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the
specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely
from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and
against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation,
defense, and judgment costs where this indemnification is applicable. In consideration of the award of this
contract, the Contractor agrees to waive all rights of subrogation against Area Agency and the State of Arizona,
its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for
the State of Arizona. This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency,
board, commission or university of the State of Arizona.
26.2
Insurance Requirements
26.2.1
Contractor and subcontractors shall procure and maintain, until all of their obligations have been
discharged, including any warranty periods under this Contract, insurance against claims for injury to
persons or damage to property arising from, or in connection with, the performance of the work hereunder
by the Contractor, its agents, representatives, employees or subcontractors.
26.2.2
The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the
indemnity covenants contained in this Contract. Area Agency and the State of Arizona in no way warrants
that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that
arise out of the performance of the work under this Contract by the Contractor, its agents,
representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance.
26.3
Minimum Scope and Limits of Insurance
The Contractor shall provide coverage with limits of liability not less than those stated below.
26.3.1
Commercial General Liability (CGL) – Occurrence Form
Policy shall include bodily injury, property damage, and broad form contractual liability coverage.
•
General Aggregate $3,000,000 (ALTCS) / $2,000,000
•
Products – Completed Operations Aggregate
$1,000,000
•
Personal and Advertising Injury
$1,000,000
•
Damage to Rented Premises
$ 50,000
•
Each Occurrence
$1,000,000
1.
The policy shall include coverage for Sexual Abuse and Molestation (SAM). This coverage may be
sub-limited to no less than $500,000. The limits may be included within the General Liability limit or
provided by separate endorsement with its own limits. If you are unable to obtain SAM coverage
under your General Liability because the insurance market will not support it, it should it be included
with the Professional Liability.
2.
Contractor must provide the following statement on their Certificate(s) of Insurance: “Sexual Abuse
and Molestation coverage is included” or “Sexual Abuse and Molestation coverage is not excluded.”
11 Area Agency on Aging, Region One Contract FY 2024
3.
The policy shall be endorsed, as required by this written agreement, to include the Additional
Insured agencies, and their departments, agencies, boards, commissions, universities, officers,
officials, agents, and employees as additional insureds with respect to liability arising out of the
activities performed by or on behalf of the Contractor.
4.
Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in
favor of the Additional Insureds, and their departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees for losses arising from work performed by or
on behalf of the Contractor.
26.3.2
Business Automobile Liability
Bodily Injury and Property Damage for any owned, hired, and/or non-owned automobiles used in the
performance of this Contract.
•
Combined Single Limit (CSL)
$1,000,000
1.
Policy shall be endorsed, as required by this written agreement, to include the Additional Insureds
and their departments, agencies, boards, commissions, universities, officers, officials, agents, and
employees as additional insureds with respect to liability arising out of the activities performed by,
or on behalf of, the Contractor involving automobiles owned, hired and/or non-owned by the
Contractor.
2.
Policy shall contain a waiver of subrogation endorsement as required by this written agreement in
favor of the Additional Insureds, and their departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees for losses arising from work performed by or
on behalf of the Contractor.
26.3.3
Workers’ Compensation and Employers' Liability
•
Workers' Compensation
Statutory
•
Employers' Liability
o
Each Accident
$1,000,000
o
Disease – Each Employee
$1,000,000
o
Disease – Policy Limit
$1,000,000
1.
Policy shall contain a waiver of subrogation endorsement, as required by this written agreement,
in favor of the Additional Insureds, and their departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees for losses arising from work performed by or
on behalf of the Contractor.
2.
This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S.
§ 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole
Proprietor or Independent Contractor).
26.3.4
Professional Liability (Errors and Omissions Liability)
•
Each Claim
$2,000,000
•
Annual Aggregate
$2,000,000
1.
If SAM coverage is being provided under this policy then Contractor must provide the following
statement on their Certificate(s) of Insurance: “Sexual Abuse and Molestation coverage is included”
or “Sexual Abuse and Molestation coverage is not excluded.” This coverage may be sub-limited to
no less than $500,000.
2.
In the event that the professional liability insurance required by this Contract is written on a claims-
made basis, Contractor warrants that any retroactive date under the policy shall precede the
effective date of this Contract; and that either continuous coverage will be maintained or an
extended discovery period will be exercised for a period of two (2) years beginning at the time work
under this Contract is completed.
3.
Policy shall cover professional misconduct or wrongful acts for those positions defined in the Scope
of Work and Service Specifications of this contract.
26.3.5
Commercial Crime Policy or Blanket Fidelity Bond
•
Coverage amount is
$100,000
12 Area Agency on Aging, Region One Contract FY 2024
Coverage should include but is not limited to:
1.
Employee Dishonesty (to include coverage for theft and mysterious disappearance and inventory
shortage)
2.
Money & Securities Inside/Outside
3.
Computer Fraud
4.
Funds Transferred (if applicable)
5.
Forgery or Alteration
6.
The policy shall be endorsed to include Area Agency and funding sources and the State of Arizona
(and the respective agency) as Loss Payee
7.
The policy shall not contain a condition requiring a conviction or arrest in order to file a claim
8.
Coverage shall be extended to 3rd parties
26.4
Additional Insurance Requirements
The policies shall include, or be endorsed to include, as required by this written agreement, the following
provisions:
26.4.1
The Contractor's policies, as applicable, shall stipulate that the insurance afforded the Contractor shall be
primary and that any insurance carried by the identified agencies, its agents, officials, employees or the
State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E).
26.4.2
Insurance provided by the Contractor shall not limit the Contractor’s liability assumed under the
indemnification provisions of this Contract.
26.4.3
Required Agencies:
_✓ Area Agency on Aging, Region One Incorporated
_✓ State of Arizona and Department of Economic Security
_ Banner University Family Plan
_ UnitedHealthcare Community Plan
_ Mercy Care Plan
26.5
Notice of Cancellation
Applicable to all insurance policies required within the Insurance Requirements of this Contract,
Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially
changed for any reason without thirty (30) days prior written notice to Area Agency. Within two (2)
business days of receipt, Contractor must provide notice to Area Agency if they receive notice of a
policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will
be expiring. Such notice shall be sent directly to Area Agency and shall be mailed, emailed, hand
delivered or sent by facsimile transmission to the assigned Area Agency on Aging Contract Specialist.
26.6
Acceptability of Insurers
26.6.1
Contractor’s insurance shall be placed with companies licensed in the State of Arizona or hold approved
non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers.
Insurers shall have an “A.M. Best” rating of not less than A- VII. The State of Arizona in no way warrants
that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer
insolvency.
26.6.2
If the social services program 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
for the A.M. Best’s rating requirements listed in this contract. If the contractor or subcontractor chooses to
use SSCIP or another approved insurance pool as its insurance provider, the contract/subcontract would
be considered in full compliance with the insurance requirements relating to the A.M. Best rating
requirements.
26.7
Verification of Coverage
Contractor shall furnish Area Agency with certificates of insurance (valid ACORD form or equivalent
13 Area Agency on Aging, Region One Contract FY 2024
approved by the State of Arizona) evidencing that Contractor has the insurance as required by this Contract.
An authorized representative of the insurer shall sign the certificates.
26.7.1
All such certificates of insurance and policy endorsements must be received by Area Agency before
work commences. Area Agency’s receipt of any certificates of insurance or policy endorsements that do not
comply with this written agreement shall not waive or otherwise affect the requirements of this agreement.
26.7.2
Each insurance policy required by this Contract must be in effect at, or prior to, commencement of work
under this Contract. Failure to maintain the insurance policies as required by this Contract, or to provide
evidence of renewal, is a material breach of contract.
26.7.3
All certificates required by this Contract shall be sent directly to Area Agency. The Area Agency
project/contract/vendor number and project description shall be noted on the certificate of insurance. Area
Agency reserves the right to require complete copies of all insurance policies required by this Contract at
any time.
26.8
Subcontractors
Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall
be responsible for ensuring and/or verifying that all subcontractors have valid and collectable insurance as
evidenced by the certificates of insurance and endorsements for each subcontractor. All coverages for
subcontractors shall be subject to the minimum Insurance Requirements identified above. Area Agency
reserves the right to require, at any time throughout the life of this contract, proof from the Contractor that
its subcontractors have the required coverage.
26.9
Approval and Modifications
The Contracting Agency, in consultation with Area Agency, reserves the right to review or make modifications
to the insurance limits, required coverages, or endorsements throughout the life of this contract, as deemed
necessary. Such action will not require a formal Contract Amendment but may be made by administrative
action.
26.10
Exceptions
In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall
not apply. Such public entity shall provide a certificate of self-insurance. If the Contractor or subcontractor(s)
is/are a State of Arizona agency, board, commission, or university, none of the above shall apply.
27.0
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 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.
28.0
LEVELS OF SERVICE
28.1
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.
28.2
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. Further, it is understood and agreed that this Contract is
for the sole convenience of Area Agency and that Area Agency reserves the right to obtain like goods
or services from other sources when such need is determined necessary by Area Agency.
28.3
Any administration within Area Agency may obtain services under this Contract.
28.4
Contract services may be moved or expanded to other site locations within the geographic area awarded
only by a written Contract Amendment.
14 Area Agency on Aging, Region One Contract FY 2024
28.5
Area Agency makes no guarantee to purchase all of the service units authorized or to provide any
number of referrals. If quantities of units are specified, they are estimates only and Area Agency may
decrease and/or increase them by providing written notice to the Contractor.
28.6
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 itemized
service budget and/or budget summary.
29.0
LIMITED ENGLISH PROFICIENCY
The Contractor shall ensure that all services provided are culturally relevant and linguistically appropriate to
the population to be served following the ADES Policy, Limited English Proficiency, DES 1-01-34. To ensure
compliance, the policy may be obtained at the following location:
https://des.az.gov/digital- library/limited-english-proficiency.
30.0
NON-AVAILABILITY OF FUNDS
In accordance with A.R.S. § 35-154, every payment obligation of Area Agency under the Contract is
conditioned upon the availability of funds appropriated or allocated for payment of such obligation. If funds
are not allocated and available for the continuance of this Contract, this Contract may be terminated by Area
Agency at the end of the period for which funds are available. The President/CEO of Area Agency shall have
the sole and unfettered discretion in determining the availability of funds. No liability shall accrue to Area
Agency in the event this provision is exercised, and Area Agency shall not be obligated or liable for any future
payments or for any damages as a result of termination under this paragraph.
31.0
NON-DISCRIMINATION
In addition to the Uniform Terms and Conditions, Section 3.2, the following shall apply:
31.1
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.
31.2
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 disability 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.
31.3
The following shall be included in all publications, forms, flyers, etc. that are distributed to recipients of
contract services:
31.3.1
“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 o obtener
información adicional sobre esta política, (insert Contractor contact person and phone number here).”
32.0
NOTICES
15 Area Agency on Aging, Region One Contract FY 2024
In addition to the Uniform Terms and Conditions, Section 3.5, the following shall apply:
32.1
All notices shall reference the contract number.
32.2
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:
32.2.1
Change of telephone number;
32.2.2
Changes in the name and/or address of the person to whom notices are to be sent;
32.2.3
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
32.2.4
In a fixed price with price adjustment contract, whenever there is less than a ten percent (10%) increase in
any budget category; any such increase must be offset by an equal value decrease in another budget
category or categories.
33.0
ORDER OF PRECEDENCE
In addition to the Uniform Terms and Conditions, Section 2.3, the following shall apply:
33.1
In the event of a conflict in the provisions of the Contract, as accepted by Area Agency and as they may be
amended, the following shall prevail in the order set forth below:
33.1.1
ADES Special Terms and Conditions;
33.1.2
Uniform Terms and Conditions;
33.1.3
Provider Specific Terms for Programs with ALTCS Funded Services
33.1.4
Scope of Work;
33.1.5
Service Specifications
33.1.6
Area Agency Manuals, Policies and Directives
33.1.7
Attachments that are not included in the Special Terms and Conditions or Uniform Terms and Conditions;
33.1.8
Exhibits;
33.1.9
Documents referenced or included in the Solicitation;
34.0
PANDEMIC CONTRACTUAL PERFORMANCE
34.1
The State shall require a written plan that illustrates how the Contractor shall perform up to contractual
standards in the event of a pandemic. Area Agency may require a copy of the plan at any time prior or post
award of a contract. At a minimum, the pandemic performance plan shall include:
34.1.1
Key succession and performance planning if there is a sudden significant decrease in Contractor’s
workforce.
34.1.2
Alternative methods to ensure there are services or products in the supply chain.
34.1.3
An up to date list of company contacts and organizational chart.
34.2
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, Area
Agency shall have the following rights:
34.2.1
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.
16 Area Agency on Aging, Region One Contract FY 2024
34.2.2
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.
34.2.3
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).
35.0
PARTICIPATION IN BOYCOTT OF ISRAEL
Contractor warrants it is not engaged in a boycott of Israel as defined by A.R.S. § 35-393.01.
36.0
PAYMENTS
In addition to the Uniform Terms and Conditions, Section 4.1, the following shall apply:
36.1
Payments regarding this contract shall be made according to the type of payment indicated with the check
mark () and is identified on the Contract Summary page(s) and defined as follows:
36.1.1
_ Fixed Price with Price Adjustment - Reimbursement to the Contractor is in accordance with actual
allowable costs incurred not to exceed the service reimbursement ceiling as stated in the Itemized Service
Budget. The Contractor shall furnish Area Agency with an accounting of actual costs. Increases to the
service reimbursement ceiling shall only be made by a Contract Amendment.
36.1.2
_ Rate or Fixed Price – The Contractor is paid a specified amount for each unit of service or deliverable
as designated in the Contract Summary, not to exceed the maximum number of units if indicated by Area
Agency for each contract service/deliverable. Area Agency may authorize units and adjust funding based
on those authorized units throughout the term of the contract by amending the contract.
36.2
Area Agency must approve the service reimbursement ceiling. The Contractor shall submit an Itemized
Service Budget reflecting the total amount of the service reimbursement ceiling. Area Agency will issue
payment based upon actual allowable costs incurred consistent with each service budget, budget summary,
or Fixed Price, not to exceed the service reimbursement ceiling. Area Agency may negotiate individual
budget category, service code, activity or categories.
36.2.1
Whenever there is less than a ten percent (10%) increase in any budget category, service code, or activity
within a service; any such increase must be offset by an equal value decrease in another budget category,
service code, or activity within a service. A written explanation for the increase must be submitted to the
Area Agency for approval. A new Itemized Service Budget shall not be required.
36.2.2
Whenever there is a ten percent (10%) or greater increase in any budget category/service code/activity,
any such increase must be offset by an equal value decrease in another budget category/service
code/activity or categories and written justification for the increase must be submitted to Area Agency for
prior approval by Area Agency. A new Itemized Service Budget shall be required.
36.2.3
A Contractor shall not exceed ten percent (10%) of the total service reimbursement budget in total service
adjustments within any State fiscal year.
36.3
The Contractor shall report to Area Agency in the manner prescribed by the "Reporting Requirements"
section of these terms and conditions and service specifications or other Area Agency directives. Upon
receipt of applicable, accurate and complete reports, and compliance with all requirements, Area Agency
will authorize payment or reimbursement in accordance with the type of payment indicated by this Contract.
36.4
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 offset the amount or withhold payment up to the amount in dispute or default.
36.5
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.
36.6
Under no circumstances shall Area Agency make payment to the Contractor:
36.6.1
That exceeds the unit authorized without an amendment to this contract;
17 Area Agency on Aging, Region One Contract FY 2024
36.6.2
That exceeds the service reimbursement ceiling as stated in the Contract Summary or Contract Budget
without an amendment to this contract; or
36.6.3
For services performed prior to or after the term of the contract without timely extension or renewal of the
contract.
36.8
Compensation for Rate or Fixed Price
36.8.1
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.
36.8.2
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.
36.8.3
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.
36.8.4
The Contractor shall be entitled to bill the Area Agency only for those units of service that have been
performed in accordance with the Scope of Work and Service Specifications of this contract and where the
Contractor has obtained a valid client signature each time services were provided.
36.8.5
The Area Agency, working from the Contractor's billing, shall determine the payments to be made to the
Contractor for services. If a discrepancy exists between the Contractor's billing and the Area Agency's
record of authorized clients and units of service, the amount of the discrepancy will be disallowed and the
remainder of the claim processed for payment. The Contractor shall be notified in writing of the amount
and reasons for any disallowance and shall be afforded the opportunity to document the appropriateness of
the disallowed costs and to resubmit a billing for payment within thirty (30) days of the original due date.
36.8.6
The Area Agency President/CEO shall be the sole determiner of the availability of funds.
36.9
Compensation for Fixed Price with Price Adjustment
36.9.1
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.
36.9.2
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.
36.9.3
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.
36.9.4
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.
36.9.5
If claiming Indirect, Area Agency requires the Contractor to submit a letter of approval from a federally
recognized, cognizant agency.
37.0
PAYMENT RECOUPMENT
18 Area Agency on Aging, Region One Contract FY 2024
The Contractor shall reimburse Area Agency upon demand or Area Agency may deduct from future
payments the following:
37.1
Any amounts received by the Contractor from Area Agency for contract services which have been
inaccurately reported or are found to be unsubstantiated;
37.2
Any amounts paid by the Contractor to a subcontractor not authorized in writing by Area Agency;
37.3
Any amount or benefit paid directly or indirectly to an individual or organization not in accordance with the
“Substantial Interest” section of these terms and conditions;
37.4
Any amounts paid by Area Agency for services which duplicate services covered or reimbursed by other
specific grants, contracts, or payments;
37.5
Any amounts expended for items or purposes determined unallowable by Area Agency when this
Contract provides for the reimbursement of costs, see the “Unallowable Costs” section of these terms and
conditions;
37.6
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;
37.7
Any amounts received by the Contractor from Area Agency which are identified as a financial audit
exception;
37.8
Any amounts paid or reimbursed in excess of the Contract or service reimbursement ceiling;
37.9
Any amounts paid to the Contractor which are subsequently determined to be defective pursuant to the
“Certification of Cost or Pricing Data” section of these terms and conditions; and
37.10
Any payments made for services rendered before the Contract begin date or after the Contract termination
date.
38.0
PERSONNEL
The Contractor's personnel shall satisfy all qualifications, carry out all duties, and work the hours as set
forth in this Contract.
39.0
PREDECESSOR AND SUCCESSOR CONTRACTS
The execution or termination of this Contract shall not be considered a waiver by Area Agency of any rights
it may have for damages suffered through a breach of this or a prior contract with the Contractor.
40.0
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.
41.0
RATE ADJUSTMENT
41.1
The Contractor agrees to provide services at the rates as set forth in this Contract. No other costs, rates,
or fees shall be payable to the Contractor. Any requests for rate adjustment(s) shall be submitted in writing
a minimum of forty-five (45) days prior to contract extension and include supportive justification for the
proposed adjustment(s) such as, but not limited to, economic data. Rate adjustment(s) shall only be
considered at time of contract extension. Area Agency will review such request(s) and shall determine
whether an adjustment shall be granted or if an alternative option is in the best interests of Area
Agency. Any rate adjustment, if approved, will be effective and executed via a Contract Amendment.
41.2
Any approved rate adjustment shall be applied to the specific rate(s) in effect prior to the contract extension
period.
41.3
The request shall include the contract number and service description.
41.4
The Contractor shall submit the request for a rate adjustment to:
19 Area Agency on Aging, Region One Contract FY 2024
Area Agency on Aging, Region One, Incorporated
Contracts Department
1366 E Thomas Road, Suite 108
Phoenix, Arizona, 85014
or
ContractsDepartment@aaaphx.org
42.0
RECORDS
In addition to the Uniform Terms and Conditions, Section 3.1, the following shall apply:
42.1
Contract service records will be maintained in accordance with this contract, contract amendment(s),
scope(s) of work, service specification(s), and any other Area Agency policies and directives. Records
shall, as applicable, meet the following standards:
42.1.1
Adequately identify the service provided and each service recipient's application for contract and
subcontract activities;
42.1.2
Include personnel records which contain applications for employment, job titles and descriptions, hire and
termination dates, a copy of the fingerprint clearance card (front and back), wage rates, and effective dates
of personnel actions affecting any of these items;
42.1.3
Include time and attendance records for individual employees to support all salaries and wages paid;
42.1.4
For Fixed Price with Price Adjustment contracts, include:
1.
Records of the source of all receipts and the deposit of all funds received by the Contractor;
2.
Original copies of invoices, statements, sales tickets, billings for services, deposit slips, etc., and a
cash disbursement journal and cancelled checks to reflect all disbursements applicable to the
Contract;
3.
A complete general ledger with accounts for the collection of all costs and/or fees applicable to the
Contract; and
4.
Copies of lease/rental agreements, mortgages and/or any other agreements which in any way may
affect Contract expenditures.
42.1.5
Specific to staff/volunteers providing transportation services, records must include a copy of a valid driver’s
license based on the vehicle to be driven and the initial physical exam and subsequent physical exams per
contract requirements.
42.1.6
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.
42.2
Any such records not maintained shall mandate an audit exception in the amount of the inadequately
documented expenditures.
42.2.1
Contractor shall ensure its subcontractor(s), preserve and make available all records for a period of five (5)
years from the date of final payment under this Contract except if subject to Health Insurance Portability &
Accountability Act which is six (6) years from the date of final payment:
42.2.2
If this Contract is completely or partially terminated, the records relating to the work terminated shall be
preserved and made available for a period of five (5) years from the date of any such termination.
42.2.3
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 Area Agency, shall
be retained by the Contractor until such disputes, litigations, claims or exceptions have been disposed of.
43.0
RELATIONSHIP OF PARTIES
In addition to the Uniform Terms and Conditions, Section 2.4, the following shall apply:
43.1
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 Area Agency or other funding source within this
20 Area Agency on Aging, Region One Contract FY 2024
contract.
43.2
Taxes or Social Security payments will not be withheld from Area Agency payment issued hereunder and the
Contractor shall make arrangements to directly pay such expenses, if any.
44.0
REPORTING REQUIREMENTS
44.1
Unless otherwise provided in this Contract, reporting shall adhere to the following schedule: with the
exception of the last month of the Contract term, the Contractor shall submit programmatic and financial
reports to Area Agency as specified in the Scope of Work and Service Specifications no later than the tenth
(10th) day following the end of each month during the Contract term. 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. Reference Exhibit E.
44.2
Following the end of each contract term, the Contractor shall submit programmatic and financial reports to
Area Agency in the form set forth in the contract no later than the Area Agency appointed day following the
end of each Contract term. The final fiscal report for the Contract term shall include all adjustment to
prior financial reports submitted for the Contract term.
44.3
No later than the forty-fifth (45th) day following the termination or the expiration of this Contract, Contractor
shall submit to Area Agency a final program and fiscal reports. Failure to submit the final program and
fiscal reports within the above time period may result, at the option of Area Agency, in forfeiture of final
payment.
44.4
All reports shall reference the contract number and be submitted to the person designated by Area
Agency.
45.0
RESPONSIBILITY FOR PAYMENTS 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 Area Agency harmless for all claims whatsoever
out of the lawful demands of such parties. The Contractor shall, at Area Agency’s request, furnish satisfactory
evidence that all obligations of the nature hereinabove designated have been paid, discharged or waived.
46.0
SUBCONTRACTS
In addition to Section 5.2 of the Uniform Terms and Conditions, the following shall apply:
46.1
The Contractor shall be responsible for any goods and/or services to be provided by the subcontractor and
ensure performance, is in accordance with the requirements of the Contract.
46.2
Prior to adding a subcontractor to the Contract, the Contractor shall submit a formal, written request to the
Area Agency President/CEO. The request shall:
46.2.1
Be on the Contractors company letterhead;
46.2.2
Be signed by an authorized representative of the Contractor; and
46.2.3
Contain the following information:
1. The subcontractor’s name, address, phone number, e-mail and primary point of contact;
2. The certifications required of the subcontractor (if any);
3. The subcontractor’s small business status (if applicable);
4. The type of goods and/or services to be provided by the subcontractor;
5. The amount of time or effort (as a percent of total contract performance) that the subcontractor
will perform in relation to total performance of the contract’s requirements; and
6. A description of the quality assurance measures that the Contractor shall use to monitor the
subcontractor’s performance.
46.2.4
Area Agency reserves the right to request additional information deemed necessary about any proposed
subcontractor. Area Agency reserves the right to approve or disapprove the proposed subcontractor if in the
best interest of the Area Agency.
21 Area Agency on Aging, Region One Contract FY 2024
46.3
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 the request.
47.0
SUBSTANTIAL INTEREST DISCLOSURE
47.1
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.
47.2
Leases or rental agreements or purchase of real property which are covered by Section 47.1 shall be in
writing and accompanied by an independent commercial appraisal of fair market rental, lease, or purchase
value, as appropriate.
47.3
For the purpose of this Section, "relative" shall have the same meaning as in A.R.S. § 38-502 as may be
amended.
48.0
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.
49.0
SUSPENSION OR DEBARMENT
In addition to the Uniform Terms and Conditions, Section 9.3, the Contractor shall submit the Certification
Regarding Debarment, Suspension and Voluntary Exclusion Lower Tier Covered Transactions form.
50.0
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.
51.0
TERMINATION FOR ANY REASON
51.1
In the event the Contract is terminated, with or without cause, or expires, the Contractor, whenever
determined appropriate by Area Agency, shall assist Area Agency 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.
51.2
In the event of termination or suspension of the Contract by Area Agency, such termination or suspension
shall not affect the obligation of the Contractor to indemnify Area Agency, the Department and the State for
any claim by any other party against Area Agency, the State or Department arising from the Contractor's
performance of this Contract and for which the Contractor would otherwise be liable under this
Contract. To the extent such indemnification is excluded by A.R.S. § 41-621 et seq.as may be amended or
an obligation is unauthorized under A.R.S. § 35-154 as may be amended the provisions of this paragraph
shall not apply.
51.3
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 or upon receipt of notice of termination of
the Contract, whichever is earlier.
52.0
TERMINATION FOR DEFAULT
In addition to the Uniform Terms and Conditions, Section 9.5, Area Agency may immediately terminate this
22 Area Agency on Aging, Region One Contract FY 2024
Contract if Area Agency determines that the health or welfare or safety of service recipients is endangered.
53.0
TRANSFER OF KNOWLEDGE
The Contractor shall, whenever feasible, share strategies and techniques with Area Agency staff to transfer
the skills and knowledge acquired in the delivery of the contracted service.
54.0
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.
55.0
UNALLOWABLE COSTS
The cost principles set forth in the Code of Federal Regulations, 2 C.F.R. § 200, (Issued December 26, 2013),
including later amendments and editions, shall be used to determine the allowability of incurred costs for the
purpose of reimbursing costs under contract provisions that provide for the reimbursement of costs. Costs that
are specifically defined as unallowable therein will not be submitted for reimbursement by the Contractor and
may not be reimbursed with Department funds.
56.0
VISITATION, INSPECTION AND COPYING
Contractor's and/or subcontractor's facilities, services and individuals served, books and records pertaining to
the Contract shall be available for visitation, inspection, monitoring, and copying by Area Agency and any other
appropriate agent of funding source or the State or Federal Government. At the discretion of Area Agency,
visitation, inspection and copying may be at any time during regular business hours, announced or
unannounced. If Area Agency deems it to be an emergency situation, it may at any time visit and inspect the
Contractor's or subcontractor's facilities, services and individuals served, as well as inspect and copy their
contract-related books and records.
57.0
WARRANTY OF SERVICES
The Contractor warrants that all services provided under this Contract shall conform to the requirements stated
herein and any amendments hereto. 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, Area Agency
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.
23 Area Agency on Aging, Region One Contract FY 2024
Uniform Terms and Conditions
1.0
DEFINITION OF TERMS
As used in this Solicitation and any resulting Contract, the terms listed below are defined as follows:
1.1
“Attachment” means any item the Solicitation requires the Offeror to submit as part of the Offer.
1.2
“Contract” means the combination of the Solicitation, Request for Proposals, including the Uniform
and Special Instructions to Offerors, the Uniform and Special Terms and Conditions, and the
Specifications and Statement or Scope of Work, Service Specifications; the Offer and any Best and
Final Offers; and any Solicitation Amendments or Contract Amendments; and any terms implied by
law.
1.3
"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.
1.4
“Contractor” means any person, agency, entity that has a Contract with Area Agency. Contractor shall also
be referred to as a provider.
1.5
“Days” means calendar days unless otherwise specified.
1.6
“Exhibit” means any item labeled as an Exhibit in the Solicitation and Contract or placed in the Exhibits
section of the Solicitation and Contract.
1.7
“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.
1.8
“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.
1.9
“Procurement Officer” means the Area Agency President/CEO or his or her designee, duly authorized by
Area Agency to enter into and administer Contracts and make written determinations with respect to the
Contract.
1.10
“Services” means the furnishing of labor, time 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.
1.11
“Subcontract” means any Contract, express or implied, between the Contractor and another party or
between a subcontractor and another party delegating or assigning, in whole or in part, the making or
furnishing of any material or any service required for the performance of the Contract.
1.12
“State” means the State of Arizona and Department or Agency of the State that executes the Contract.
1.13
“State Fiscal Year” means the period beginning with July 1 and ending June 30.
2.0
CONTRACT INTERPRETATION
2.1
Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform
Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised
Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code (A.A.C.)
Title 2, Chapter 7.
2.2
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.
2.3
Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as accepted by
Area Agency and as they may be amended, the following shall prevail in the order set forth below:
2.3.1
ADES Special Terms and Conditions;
24 Area Agency on Aging, Region One Contract FY 2024
2.3.2
Uniform Terms and Conditions;
2.3.3
Provider Specific Terms for Programs with ALTCS Funded Services
2.3.4
Scope of Work;
2.3.5
Service Specifications;
2.3.6
Area Agency manuals, policies and directives;
2.3.7
Attachments that are not included in the Special Terms and Conditions or Uniform Terms and Conditions
2.3.8
Exhibits;
2.3.9
Documents referenced or included in the Solicitation.
2.4
Relationship of Parties. 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.
2.5
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.
2.6
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 document and no other understanding either oral or in writing shall be binding.
2.7
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.
3.0
CONTRACT ADMINISTRATION AND OPERATION
3.1
Records. Under A.R.S. § 35-214 and § 35-215, 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 (5) 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.
3.2
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.
3.3
Audit. Pursuant to ARS § 35-214, 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 Area Agency and,
where applicable, the Federal Government, to the extent that the books and records relate to the
performance of the Contract or Subcontract.
3.4
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. 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 Area Agency
determines non-compliance of the materials, the Contractor shall be responsible for the payment of all costs
incurred by Area Agency for testing and inspection.
3.5
Notices. Notices to the Contractor required by this Contract shall be made by Area Agency to the person
indicated on the Contract Signature Page and/or Facility Location page submitted by the Contractor unless
otherwise stated in the Contract. Notices to Area Agency required by the Contract shall be made by the
Contractor to the Solicitation Contact Person indicated on the Solicitation cover sheet, unless otherwise
stated in the Contract. An authorized Procurement Officer 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.
3.6
Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote
25 Area Agency on Aging, Region One Contract FY 2024
information for commercial benefit concerning this Contract without the prior written approval of the
Area Agency President/CEO or designee.
3.7
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.
3.8
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 Area Agency shall be considered the creator of such Intellectual Property. The A r e a A ge nc y
i n 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 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 or designee
requesting the issuance of this contract.
3.9
Federal Immigration and Nationality Act. The contractor shall comply with all federal, state and local
immigration laws and regulations relating to the immigration status of their employees during the term of
the contract. Further, the contractor shall flow down this requirement to all subcontractors utilized during
the term of the contract. The Area Agency shall retain the right to perform random audits of
contractor and subcontractor records or to inspect papers of any employee thereof to ensure compliance.
Should Area Agency determine that the contractor and/or any subcontractors be found noncompliant, Area
Agency may pursue 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.
3.10
E-Verify Requirements. In accordance with A.R.S. § 41-4401, Contractor warrants compliance with all
Federal immigration laws and regulations relating to employees and warrants its compliance with Section
A.R.S. § 23-214, Subsection A. “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.”
3.11
Offshore Performance of Work Prohibited. Any services that are described in the specifications or
scope of work that directly serve the State of Arizona or its clients and involve access to secure or sensitive
data or personal client data shall be performed within the defined territories of the United States. Unless
specifically stated otherwise in the specifications, this paragraph does not apply to indirect or 'overhead'
services, redundant back-up services or services that are incidental to the performance of the contract. This
provision applies to work performed by subcontractors at all tiers.
4.0
COSTS AND PAYMENTS
4.1
Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days. Upon
receipt and acceptance of goods or services, the Contractor shall submit a complete and accurate invoice
for payment from the Area Agency.
4.2
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.
4.3
Applicable Taxes.
4.3.1
Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes.
4.3.2
State and Local Transaction Privilege Taxes. The State of Arizona and 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
26 Area Agency on Aging, Region One Contract FY 2024
from its obligation to remit taxes.
4.3.3
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, 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 Worker’s Compensation.
4.3.4
IRS W9 Form. In order to receive payment the Contractor shall have a current I.R.S. W9 Form on file with
Area Agency, unless not required by law.
4.4
Availability of Funds for the Next State fiscal year. Funds may not presently be available for
performance under this Contract beyond the current state fiscal year. No legal liability on the part of the
State or Area Agency for any payment may arise under this Contract beyond the current state fiscal year
until funds are made available for performance of this Contract.
4.5
Availability of Funds for the current State 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 Area Agency may take any of the following actions:
4.5.1
Accept a decrease in price offered by the contractor;
4.5.2
Cancel the Contract; or
4.5.3
Cancel the contract and re-solicit the requirements.
5.0
CONTRACT CHANGES
5.1
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. 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.
5.2
Subcontracts. The Contractor shall not enter into any Subcontract under this Contract for the performance
of this contract without the advance written approval of the Area Agency President/CEO. The
Contractor shall clearly list any proposed subcontractors and the subcontractor’s proposed responsibilities.
The Subcontract shall incorporate by reference the terms and conditions of this Contract.
5.3
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.
6.0
RISK AND LIABILITY
6.1
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.
6.2
Indemnification.
6.2.1
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 and the State as a result of
entering into this contract. However, the parties further agree that the Area Agency and the State of
Arizona, its departments, agencies, boards and commissions shall be responsible for its own negligence.
Each party to this contract is responsible for its own negligence.
27 Area Agency on Aging, Region One Contract FY 2024
6.2.2
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."
6.2.3
Indemnification for Subcontractor. In addition, the Contractor shall cause its contractor(s) and
subcontractor(s), if any, to indemnify, defend, save and hold harmless the Area Agency and State of
Arizona, any jurisdiction or agency issuing any permits for any work arising out of this agreement, and their
respective directors, officers, officials, agents, and employees (hereinafter referred to as Indemnitee) from
and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs,
attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as
Claims) for bodily injury or personal injury (including death), or loss or damage or tangible or intangible
property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of
the Contractor or any of the directors, officers, agents, or employees or subcontractors of such Contractor.
This indemnity includes any claim or amount arising out of or recovered under the Workers’ Compensation
Law or arising out of the failure of such Contractor to conform to any federal, state or local law, statute,
ordinance, rule, regulation or court decree. It is the specific intention of the parties that the Indemnitee
shall, in all instances, except for claims arising solely from the negligent or willful acts or omissions of the
Indemnitee, be indemnified by such Contractor to the extent permitted by law, from and against any and all
claims. It is agreed that such Contractor will be responsible for primary loss investigation, defense and
judgement costs where this indemnification is applicable.
6.3
Indemnification - Patent and Copyright. The Contractor shall indemnify and hold harmless the 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 State of materials furnished or
work performed under this Contract. The State shall reasonably notify the Contractor of any claim for which
it may be liable under this paragraph. If the contractor is insured pursuant to A.R.S. § 41-621 and § 35-
154, this section shall not apply.
6.4
Force Majeure.
6.4.1
Except for payment 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.
6.4.2
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.
6.4.3
If either party is delayed at any time in the progress of the work by force majeure, the delayed party shall
notify the other party in writing of such delay, as soon as is practicable and no later than the following
working day, of the commencement thereof and shall specify the causes of such delay in such notice. Such
notice shall be delivered or mailed certified-return receipt and shall make a specific reference to this article,
thereby invoking its provisions. The delayed party shall cause such delay to cease as soon as practicable
and shall notify the other party in writing when it has done so. The time of completion shall be extended by
Contract Amendment for a period of time equal to the time that results or effects of such delay prevent the
delayed party from performing in accordance with this Contract.
6.4.4
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
28 Area Agency on Aging, Region One Contract FY 2024
caused by force majeure.
6.5
Third Party Antitrust Violations. The Contractor assigns to 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.
7.0
WARRANTIES
7.1
Liens. The Contractor warrants that the materials supplied under this Contract are free of liens and shall
remain free of liens.
7.2
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:
7.2.1
Of a quality to pass without objection in the trade under the Contract description;
7.2.2
Fit for the intended purposes for which the materials are used;
7.2.3
Within the variations permitted by the Contract and are of even kind, quantity, and quality within each unit
and among all units;
7.2.4
Adequately contained, packaged and marked as the Contract may require; and
7.2.5
Conform to the written promises or affirmations of fact made by the Contractor.
7.3
Fitness. The Contractor warrants that any material supplied to 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.
7.4
Inspection/Testing. The warranties set forth in subparagraphs 7.1 through 7.3 of this paragraph are not
affected by inspection or testing of or payment for the materials by Area Agency.
7.5
Compliance With Applicable Laws. 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.
7.6
Survival of Rights and Obligations after Contract Expiration or Termination.
7.6.1
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 is not subject to or barred by any limitations of actions prescribed in A.R.S., Title 12, Chapter 5.
7.6.2
Purchase Orders. The Contractor shall, in accordance with all terms and conditions of the Contract, fully
perform and shall be obligated to comply with all purchase orders received by the Contractor prior to the
expiration or termination hereof, unless otherwise directed in writing by the Area Agency President/CEO,
including, without limitation, all purchase orders received prior to but not fully performed and satisfied at the
expiration or termination of this Contract.
8.0
CONTRACTUAL REMEDIES
8.1
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 the 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.
8.2
Stop Work Order.
8.2.1
The Area Agency may, at any time, by written order to the Contractor, require the Contractor to stop all or any
part, of the work called for by this Contract for period(s) of days indicated by Area Agency after the order is
delivered to the Contractor. The order shall be specifically identified as a stop work order issued under this
29 Area Agency on Aging, Region One Contract FY 2024
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.
8.2.2
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.
8.3
Non-exclusive Remedies. The rights and the remedies of the Area Agency under this Contract are not
exclusive.
8.4
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.
8.5
Right of Offset. Area Agency shall be entitled to offset against any sums due the Contractor, any
expenses or costs incurred by Area Agency, or damages assessed by Area Agency concerning the
Contractor’s non-conforming performance or failure to perform the Contract, including expenses,
costs and damages described in the Uniform Terms and Conditions.
9.0
CONTRACT TERMINATION
9.1
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.
9.2
Gratuities. Area Agency may, by written notice, 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 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. 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.
9.3
Suspension or Debarment. Area Agency may, by written notice to the Contractor, immediately terminate
this Contract if Area Agency determines that the Contractor has been debarred, suspended or
otherwise lawfully prohibited from participating in any public procurement activity, including but not limited
to, being disapproved as a subcontractor of any public procurement unit or other governmental body.
Submittal of an offer or execution of a contract shall attest that the contractor is not currently suspended or
debarred. If the contractor becomes suspended or debarred, the contractor shall immediately notify Area
Agency.
9.4
Termination for Convenience. Area Agency reserves the right to terminate the Contract, in whole or in
part at any time when in the best interest of Area Agency, without penalty or recourse. 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 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.
9.5
Termination for Default.
30 Area Agency on Aging, Region One Contract FY 2024
9.5.1
In addition to the rights reserved in 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.
9.5.2
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 Area Agency on demand.
9.5.3
The 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 Area Agency for any excess costs incurred by the Area Agency in procuring materials or services
in substitution for those due from the Contractor.
9.6
Continuation of Performance Through Termination. 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.
10.0
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.
11.0
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).
12.0
INTENTIONALLY LEFT BLANK
13.0
INTENTIONALLY LEFT BLANK
31 Area Agency on Aging, Region One Contract FY 2024
Scope of Work
Arizona Department of Economic Security (DES) – Area Agencies on Aging
14.0
CASE MANAGEMENT
14.1
Purpose Statement
14.1.1
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.
14.2
Service Description
14.2.1
Taxonomy Definition – A service or process that establishes a relationship with an individual or family in
order to enhance their functioning and/or integration into the community. Appropriate services and/or
benefits are identified, planned, obtained, provided, recorded, monitored, modified when necessary and/or
terminate. This may include: assessment to determine their needs and eligibility when applying for/receiving
services, assistance in finding necessary resources in addition to covered services to meet basic needs,
assistance in obtaining entitlements, communication and coordination of care as well as follow-up of crisis
contacts or missed appointments.
14.2.2
Case Management is:
1.
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.
2.
Consists of intake, screening, assessment, service planning, service implementation, follow-up,
monitoring, reassessment and termination of services.
3.
Specifically related to the Family Caregiver Support Program, case management for a Caregiver
focuses on the needs of the caregiver and doesn’t include client (care-recipient) assessment or
authorization of client-supported services.
14.2.3
Eligibility Requirements - The Contractor shall provide services to individuals that meet the eligibility
requirements described in Chapter 3000, of the DAAS Policy and Procedure Manual, as may be amended.
14.3
Service Requirements – The Contractor shall:
14.3.1
Provide Case Management as follows:
1.
Conduct an in-depth assessment using an ADES approved tool (see the DAAS Policy and
Procedure Manual Chapter 3000, as may be amended);
2.
Provide the individual or caregiver with information about available services, eligibility, and
conditions of acceptance for services.
3.
Inform the individual or caregiver of:
a)
Rights and responsibilities in relation to services; and
b)
Arrangements for or 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.
4.
Develop a Service Plan in collaboration with the individual or caregiver and other appropriate
person to identify and record:
a)
Services have been chosen to be provided to the individual or caregiver;
b)
How services will be provided;
c)
Who will provide the service;
d)
With input from the individual or caregiver, on the plan start and end dates, when specified
milestones are to be accomplished, and when progress is to be assessed;
e)
Criteria for measuring the results to be achieved by the service plan; and
f)
Process to be utilized for renegotiating the service plan as needed.
5.
Provide Service Plan Implementation:
a)
Authorize and record the covered services to be provided to the individual or caregiver;
b)
Record referrals made for non-covered services (services other than those authorized);
a)
Give each individual or caregiver seeking services a list of agencies that provide similar
services;
b)
Coordinate and facilitate the access to and the delivery of services to the individual or
caregiver and record information;
32 Area Agency on Aging, Region One Contract FY 2024
c)
Assist the individual or caregiver in obtaining needed services and resources through
education and advocacy; and
d)
Provide direct intervention to assist with the individual or caregiver’s service plan overall
goals.
2.
Provide Service Plan Monitoring:
a)
Determine and record the type and quantity of services the individual or caregiver received;
b)
Identify and record the individual or caregiver’s progress toward established goals;
c)
Identify and record the quality and appropriateness of the services provided;
d)
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;
e)
Monitor service plans at least every 90 days or when a change occurs that affects eligibility
or need;
f)
Conduct a home visit at least every six (6) months;
g)
Re-determine eligibility for services at least annually or if changes have occurred since the
last review. A home visit is required for annual re-determination; and
h)
Follow up to determine whether changes were implemented.
3.
Provide Service Plan Closure:
a)
Identify, assess and record the individual or caregiver’s progress toward his/her service
plan goals;
b)
Identify and record the individual or caregiver’s status at the close of the service plan; and
c)
Identify and record the reasons for closure of the plan.
14.1
Staffing Requirements – The Contractor shall:
14.1.1
Require that case managers have at a minimum a Bachelor’s degree in social work, sociology, psychology,
counseling, nursing, or other closely related fields, or have two (2) years’ experience in social or health
services.
14.1.2
Require that the Case Management Supervisor has at least a Master’s degree or at least four (4) years’
experience in social or health services.
14.1.3
Require that case managers have a thorough knowledge of the services provided by their respective
programs and an understanding of procedures for integrating services.
14.1.4
Require that case managers have the knowledge, skills, and experience necessary to assess the client’s
strengths and need for services and perform the core functions of case management.
14.1.5
Require that case managers confirm that appropriate assistance is given to each individual, family member,
caregiver, or an individual’s legal representative, by providing accurate and complete information about
available services allowing the individual self-directed care.
14.1.6
Require that case managers display effective communication skills and be able to work as part of a team
of service providers on behalf of the individual.
14.1.7
Require that case managers assume responsibility for their own professional growth and continuing
education to enhance their case management skills and keep up with the many changes of available
resources in the health and social service fields.
14.1.8
Require that case managers do not engage in any personal relationships with the individual, caregiver, or
family members that may lead to any personal or professional gain or impair professional judgment.
14.1.9
Require that staff providing intake have the knowledge, skills, and experience necessary to refer individuals
to case management as appropriate.
14.4
Reporting Unit
14.4.1
One (1) case management unit of service equals 60 minutes of service time.
33 Area Agency on Aging, Region One Contract FY 2024
AREA AGENCY ON AGING, REGION ONE, INCORPORATED SERVICE SPECIFICATIONS
CASE MANAGEMENT
1. Services Description / Goals
a. Case management is a service unto itself without regard to whether additional home and community based
services are authorized for a client. The contractor shall seek out to serve clients that will need only case
management as well as clients that will need case management along with home and community based
services.
b. The contractor shall comply with the following additional requirements.
c. newly hired staff or volunteers must submit three references (not more than one reference can be a family
member).
2. Definitions
a. ALTCS means the Arizona Long Term Care System implemented through Title XIX funds.
b. DAAS Policy and Procedure Manual means the Arizona Division of Aging and Adult Services manual as may
be updated or amended. The link is:
https://des.az.gov/services/aging-and-adult/partners/daas-policy-and-procedure-manual
c. Direct Payment means a seventy dollar ($70) monthly payment to an SPP client for housekeeping.
d. SEF means the Service Enrollment Form.
e. Quarter means Fiscal Year Quarter of July - September, October - December, January - March, and April -
June.
f.
SAIL (Senior Adult Independent Living).
g. Service Provider(s) means agency(s) under contract with the Area Agency on Aging to deliver home and
community based services.
h. SPP means State Supplemental Payment Program.
i.
SPP Service(s) means the services of the homecare cluster of services that are delivered to SSI recipients by
agencies under contract with the Area Agency on Aging.
j.
Activities of Daily Living (ADL)- ability to carry out major life functions, i.e., eating, bathing.
k. Instrumental Activities of Daily Living (IADL)- ability to maintain major life activities and assure safety, i.e.,
shop, use telephone, independent in self-preservation.
3. Client Eligibility
Client eligibility for SAIL case management shall be limited to the following groups:
a. Individuals sixty (60) years of age and older with an emphasis on serving those in greatest economic and
social need.
b. Adults with disabilities, eighteen (18) to fifty-nine (59) years of age who have a physical impairment that
substantially limits two or more major life activities and have a diagnosis of such impairment. Emphasis shall
be placed on serving those in greatest economic and social need.
i. Physical Impairment includes physiological conditions or disability.
ii. Major Life Activities includes such activities as self-care, learning and working.
iii. Diagnosis means diagnosed or classified as having a physical or mental impairment by a doctor of
medicine, a doctor of osteopathy, a psychologist certified by either the Arizona State Board of
Psychologist examiners or by the Department of Education.
c. Individuals who are eligible for SPP services have already been identified / authorized by Area Agency. No
new clients may be enrolled into this program without prior Area Agency authorization.
d. Individuals who are Adult Protective Service clients without regard to income, eighteen (18) years of age or
older.
e. Individuals in need of a comprehensive assessment to determine if long term care services, including case
management only, are needed to assist the client to remain living independently in their own home.
4. Application Process
a. Request for Service and Initial Screening
i. All people in need of case management and/or home and community-based services, regardless of
their income or place of residence within Maricopa County, will call the Area Agency on Aging Senior
HELP LINE at 602-264-4357 or 1-888-264-2258.
ii. Area Agency’s Senior HELP LINE staff screen and telephone triage to determine the person’s
eligibility and need for case management and/or home and community-based services.
iii. Persons identified as needing SAIL services will be referred to SAIL case management provider for a
comprehensive social health assessment and referrals to any other services that may be identified at
intake.
b. Initial Assessment
34 Area Agency on Aging, Region One Contract FY 2024
i. The case manager will conduct an in-home visit with the client within seven (7) working days of an
Area Agency request for service. The case manager will document the reason(s) for any in-home visit
conducted after 7 working days.
ii. The case manager will conduct a comprehensive social and health assessment, using the Arizona
Standard Comprehensive Assessment and Plan (ASCAP) form.
iii. As clients present an on-going need for case management and/or home and community-based
services, clients will be assigned to a permanent case manager.
iv. Based on availability of funding for services, clients will be placed on waitlists using a prioritization
matrix. When funding becomes available, the case manager will complete a home visit, when ASCAP
date exceeds more than 45 calendar days, prior to removing clients from the waitlist unless otherwise
directed by Area Agency.
5. Service Planning / Arrangement / Enrollment
a. A care plan that identifies the type and amount of care necessary to meet the needs of the client will be
developed by the case manager and the client which includes:
i. functional level.
ii. support systems.
iii. individual's financial resources.
iv. a service plan that indicates case management functions and, as needed, home and community
based services.
v. the priority for service for each client.
b. The case manager will coordinate both formal and informal services, and arrange and authorize services to
implement the care plan. The Service Plan/Enrollment Form will be completed by the case manager upon
completion of the initial assessment.
c. Client Contributions: All clients, regardless of income and resources, will be provided written policy/literature
regarding the contribution policy. The case manager will orient the client to the procedures for contributions.
No client may be denied services due to their inability to contribute toward the cost of their services.
d. Client Cost Share: Based on the client’s self-declared income and resources, the case manager will determine
if the client should be assessed a cost share for service(s). The case manager will provide written
policy/literature to review the cost share policy and orient the client to the procedures for payment. No client
may be denied services due to their inability to cost share toward the cost of their services.
e. Develop and implement an emergency/disaster plan to be used when client is not able to receive services due
to natural, health, or safety disaster. This includes ability to access daily needs such as food, running water,
electricity, etc.
6. Case Records
Case records must be maintained in accordance with all HIPAA regulations and in locked files to ensure confidentiality
of client information. Case records must contain:
a. a correctly completed copy of each of the above standard forms containing an original, valid client signature on
applicable forms.
b. documentation of client service provided including date of service, amount of time providing service, and the
service worker's initials.
c. current care plan.
d. Documentation of referrals made to other resources or agencies.
e. At least quarterly narrative entries on service delivery process, client status and assistance provided in
obtaining necessary services and resources.
7. Provider Staffing
Annually, the Contractor(s) and Area Agency will develop a schedule for provider staffing. The Case Management Unit
will coordinate the staffing with SAIL service providers. The priority for staffing includes the following care priorities:
a. difficult to serve cases, including multi-agency involvement, i.e., APS, casework/counseling.
b. new service opens, closures, change, and clients on hold.
c. annual assessment update review of monthly home care Non-Provision of Service Reports from providers.
d. additional cases as requested by case manager or provider.
8. Notification to Clients-Right of Appeal
All clients who have received an initial assessment and have been denied SAIL services shall be notified in writing of
the reason for this determination and informed of their right to an informal hearing and the process to use to proceed to
a hearing. On-going clients must also be notified in writing of their right to an informal hearing based on the case
manager's decision to decrease service levels, and/or add or terminate one or more services.
35 Area Agency on Aging, Region One Contract FY 2024
9. Reporting Requirements
Contractor shall comply with all Area Agency policies, procedures, and directives regarding billing as follows:
a. Reports and documentation must be reported on a calendar month, by the 10th, (If the 10th is Saturday it is
due Friday; if the 10th is Sunday it is due Monday) only as follows:
i. monthly statistical report.
ii. Monthly demographic report.
iii. monthly client units of service report.
iv. monthly waiting list by service and by PSA.
v. monthly financial report.
vi. quarterly outreach report.
b. Completed ASCAPs and SEFs must be submitted to the Area Agency on Aging when completed (daily), not to
exceed 7 business days from the date of the home visit.
36 Area Agency on Aging, Region One Contract FY 2024
FACILITY LOCATION CHART
Contract services shall be delivered only at facilities and locations specified below and will be available during the hours and
days of operation indicated:
Site Name, Address,
Phone#, Fax#
Subcontract
Contracted Services by Site
Days and Hours of
Operation by Site
Geographic Area or
PSA to be Served
Maricopa County Human
Services Department
234 North Central Ave,
Suite 3000
Phoenix, AZ 85004
Ph: 602-372-4879
FAX: 602-372-4880
☐
Case Management - Maricopa
County Senior and Adult Services
Division - Senior and Adult
Independent Living (SAIL) Program
Monday – Friday
8:00am – 5:00pm
PSAs 1, 2, 3, 4, and 5
HOLIDAY OBSERVANCES
A ☒ indicates the HOLIDAYS that the facility(s) listed above will not be open:
☒ New Year’s Day
☐ Juneteenth
☒ Veteran’s Day
☐ Other: Type here
☒ Martin Luther King Jr’s
☒ Independence Day
☒ Thanksgiving Day
☐ Other: Type here
☒ President’s Day
☐ Rosh Hashanah
☒ Day after Thanksgiving
☐ Other: Type here
☐ Cesar Chavez Day
☒ Labor Day
☐ Christmas Eve
☐ Other: Type here
☐ Good Friday
☐ Yom Kippur
☒ Christmas Day
☐ Other: Type here
☒ Memorial Day
☐ Columbus Day
☐ New Year’s Eve
☐ Other: Type here
37 Area Agency on Aging, Region One Contract FY 2024
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
Jack Sellers, Chairman
of Board of
Supervisors
38 Area Agency on Aging, Region One Contract FY 2024
CERTIFICATION REGARDING DEBARTMENT, SUSPENSION, INELIGIBILITY,
AND VOLUNTARY EXCLUSION
Lower tier Covered Transactions
This certification is required by the regulations implementing Executive Order 12549-Debarment and Suspension, 29 CFR Part
98, Section 98.510, Participant's responsibilities. The regulations were published as Part VII of the May 28, 1988 Federal
Register (pages 19160 - 19211).
1. By signing this certificate, the prospective recipient of federal assistance funds certifies that neither it nor its principals
are presently debarred, suspended, proposed for disbarment, declared ineligible, or voluntarily excluded from
participation in this transaction by an Federal department or Agency.
2. Contractor is providing the certification as set out below.
3. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction
was entered into. If it is later determined that the prospective recipient of federal assistance funds knowingly rendered
an erroneous certification, in addition to other remedies available to the federal government, the Department of Labor
(DOL) may pursue available remedies, including suspension and/or debarment.
4. The prospective recipient of federal assistance funds shall provide immediate written notice to the Area Agency
President/CEO if at any time the prospective recipient of federal assistance funds learns that its certification was
erroneous when submitted or has become erroneous by reason of changed circumstances.
5. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant,"
"person," "primary covered transaction," "principal," " proposal," and "voluntarily excluded," as used in this clause, have
the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549.
6. The prospective recipient of federal assistance funds agrees by signing this certification, that should the proposed
covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person
who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction,
unless authorized by the Department of Labor (DOL).
7. The prospective recipient of federal assistance funds further agrees by signing this certification that it will include the
clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier
Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier
covered transactions.
8. A participant in a covered transaction may rely upon a certification of prospective participant in a lower tier covered
transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it
knows that the certification is erroneous. A participant may decide the method and frequency by which it determines
the eligibility of its principals. Each participant may but is not required to check the List of Parties Excluded from
Procurement or Non-Procurement Programs.
9. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to
render in good faith the certification required by this clause. The knowledge and information of a participant is not
required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
10. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction
knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or
voluntarily excluded from participation in this transaction, in addition to other remedies available to the federal
government, the DOL may pursue available remedies including suspension and/or debarment.
Maricopa County
Signature and Date
Jack Seller, Chairman
of Board of
Supervisors
39 Area Agency on Aging, Region One Contract FY 2024
EXHIBIT A
INTENTIONALLY LEFT BLANK
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EXHIBIT B
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EXHIBIT C
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EXHIBIT D
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EXHIBIT E
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EXHIBIT F
Unusual Incident Report
Provider: Click or tap here to enter text. Site: Click or tap here to enter text.
Date of Incident: Click or tap here to enter text. Time of Incident: Click or tap here to enter text.
Location of Incident: Click or tap here to enter text.
Name(s) of Person(s) involved: Click or tap here to enter text.
Telephone report given to: (name of Area Agency staff):
Telephone report given by: ___________________ Date: ___________ Time: ________
Nature of Incident (include name(s) of client(s) and staff involved).
Use additional pages if necessary.
Signature of person completing the report __
____________
Instructions
Any incident occurring at an Area Agency on Aging, Region One supported facility or within services must be reported. A
telephone call to the Area Agency staff (602-264-2255) must occur promptly on serious (911) incidents. All incidents must be
e-mailed within 24 hours to your Contracts Specialist.
53 Area Agency on Aging, Region One Contract FY 2024
COMMUNICATION PAGE
(not an integral page of the Contract)
EMAIL COMMUNICATIONS TO:
Jayson.Matthews@maricopa.gov
cristina.martinez@maricopa.gov