WILDFIRE AGREEMENT FOR UTILITY ASSISTANCE PROGRAM.PDF

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INDEPENDENT CONTRACTOR AGREEMENT 
2020-21 Utility Assistance Programs 
Contract No. 07012020-21 
 
This INDEPENDENT CONTRACTOR AGREEMENT (this "Agreement") is entered into as of the Effective Date 
set forth below by and between Maricopa County, administered by the Human Services Department, Community 
Services Division (CSD) (hereinafter "Contractor") and Arizona Community Action Association DBA Wildfire, an Arizona 
nonprofit corporation DBA Wildfire (hereinafter "Wildfire"). 
 
RECITALS: 
 
A. 
Wildfire is a nonprofit organization that, as part of its mission to promote economic self-sufficiency for 
low-income Arizonans, administers energy program funding to provide weatherization services, utility repair and 
replacement, utility deposits and bill assistance. 
 
B. 
Wildfire is receiving or expects to receive during the term of this Agreement funding from the fund sources 
in Section 1 (the "Fund Sources") pursuant to Program Documents (as defined in Section 4). 
 
C. 
Wildfire desires to subcontract with Contractor to obtain assistance with fulfilling Wildfire’s obligations 
under the Program Documents and Contractor desires to receive the funding described herein and use it to provide services 
in accordance with the Program Documents and this Agreement.   
 
THEREFORE, in consideration of the terms and conditions set forth in this Agreement and intending to be bound, 
Wildfire and Contractor hereby agree as follows: 
 
1. 
Services and Programs.   
 
1.1 
Services.  Contractor agrees, under the terms and conditions of this Agreement, to perform the following 
services for the programs listed in Section 1.2: (i) conduct application intake services, (ii) make eligibility determinations, 
and (iii) where applicable, conduct weatherization work, utility deposits, repair and replacement work, and (iv) bill 
assistance.  Contractor shall perform the foregoing services during the term set forth in Section 2.  Wildfire will not exercise 
control over the specific methods used by Contractor or the specific manner in which Contractor performs services under 
this Agreement, but Contractor shall follow Wildfire's instructions as to the result to be achieved.  Contractor will receive 
Wildfire’s instructions through an employee of Wildfire who is appointed to manage the program (“Program Manager”).  
Contractor may also receive instructions from a Wildfire employee designated to serve as a liaison between Wildfire and 
Contractor (“Monitor”).   
 
 
1.2 
Fund Sources.  For purposes of this Agreement, the programs, Fund Sources and amount of funding to be 
allocated to Contractor will be as set forth in the table on the following pages.

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Fund 
Source(s) 
Direct 
Service 
Amount 
 (A) 
Program 
Delivery 
 (B) 
 
Total 
Allocation 
(A+B) 
Allowable Activities 
Additional Information 
 
 
APS Crisis 
Bill  
Assistance 
 
$81,800 
$16,360 
$98,160 
Utility assistance for APS 
customers 
Refer to Exhibit A:  Arizona Public Service (APS) 
Crisis Bill Assistance Program Summary 
 
Salt River 
Project (SRP) 
Bill 
Assistance 
$106,645 
$10,665 
$117,310 
Utility assistance and 
deposits for SRP customers 
only (including M-Power 
customers) 
Refer to Exhibit A:  Salt River Project (SRP) Bill 
Assistance Program Summary 
 
 
Southwest 
Gas Energy 
Share – Bill 
Assistance 
$32,182 
$3,218 
$35,400 
Utility assistance and 
deposits for SWG customers 
Refer to Exhibit A:  Southwest Gas Energy Share – 
Bill Assistance Program Summary. Up to 10% of 
funds can be for Repair/Replace.  
 
Southwest 
Gas Low 
Income 
Energy 
Conservation 
(LIEC) Bill 
Assistance  
$49,230 
N/A 
$49,230 
Utility assistance and 
deposits for SWG customers   
 
  
Refer to Exhibit A:  Southwest Gas Low Income 
Energy Conservation Bill Assistance Program 
Summary.  No more than twenty-five percent (25%) 
of total allocation can be used for deposits.   
 
Utility Repair 
Replacement 
Deposit 
(URRD) 
 
$28,127 
$2,813 
$30,940 
 
Utility/Appliance Repair or 
Replacement and/or Utility 
Deposits 
 
Refer to Exhibit A, Appendix A:  URRD 
Refer to Exhibit A, Appendix C:  Instructions for 
Verifying Citizenship and Non-Legal Permanent 
Resident (LPR) Status  
 
Total 
Funding 
$297,985 
$33,055 
$331,040 
 
 
 
 
Contractor makes guarantees and payments to utility companies and repair/replacement vendors.  Service costs and program 
delivery costs are then reimbursed based on activity reports. 
 
The table above, which highlights certain provisions of the Program Documents, is provided for Contractor’s 
convenience and is not intended to be an exhaustive description of all material terms of the Program Documents.  Contractor 
is advised to carefully review the Program Documents in their entirety.  In the event of any conflict between this summary 
and the Program Documents, the terms of the Program Documents will control.   
 
1.3 
Training.  Contractor will participate in any training provided by Wildfire on dates and times selected by 
Wildfire. 
 
1.4 
Program Modification.  Wildfire and the Fund Sources reserve the right to modify program eligibility 
guidelines and Program Documents.  Contractor agrees to implement and comply with any and all modifications 
immediately after receipt of written notice of such modifications. 
 
2. 
Term and Termination.   
 
 
2.1 
Term.  Unless sooner terminated pursuant to Section 2.2, the term of this Agreement will be for 
one year beginning on the later of full execution of this Agreement or July 1, 2020 (the “Effective Date”) and ending on 
June 30, 2021.

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2.2 
Termination.  Either Wildfire or Contractor may terminate this Agreement at any time, for any or 
no reason, by giving thirty (30) days written notice to the other party of its election to terminate.  If a Fund Source terminates 
a program or otherwise discontinues funding to Wildfire, then this Agreement will automatically terminate as to any services 
to be provided for that Fund Source. 
 
 
2.3 
Effect of Termination; Survival.  Upon termination, Contractor's obligation to perform further 
services for Wildfire shall terminate and Wildfire's obligation to provide funding to Contractor for such services shall 
terminate, but the remainder of this Agreement shall continue in full force and effect. 
 
3. 
Funding; Expenses; Nature of Relationship. 
 
3.1 
Funding; Payments to Contractor.  Not later than the 15th day of each month, Contractor will ensure that all 
services performed during the prior month are represented correctly in the Wildfire Grants Management System (GMS) as 
required by Section 4.  After the 15th day of each month, Wildfire will endeavor to review Contractor’s activities from the 
prior month and give notice to Contractor of any disallowed items within ten (10) business days.  Wildfire will submit all 
approved portions of Contractor’s activities to the applicable Fund Sources.  Contractor acknowledges and agrees that all 
activities are subject to approval by the Fund Sources and Wildfire’s approval does not bind any Fund Source or constitute 
a guarantee by Wildfire of payment to Contractor.    
 
3.2 
Request for Additional Funds.  Contractor may submit in writing a request for additional funds to Wildfire 
no earlier than November 30 of the current contract year.  Requests for additional funds will be submitted to the Home 
Energy Assistance Fund Advisory Board of Directors on the next available agenda.  Approval of request(s) will be based 
on:  a) there are adequate funds available; b) agency is at an expenditure rate to ensure any additional funds will be expended; 
c) request is not being used to cover over expenditures.  All approved requests will be submitted to the Wildfire Board of 
Directors on the next available agenda for final review and approval.   
 
3.3 
Reimbursement of Expenses.  Wildfire may provide certain materials and supplies to Contractor for use in 
performing services under this Agreement.  Except for such materials and supplies, and except to the extent the Program 
Documents permit reimbursement of expenses from the Fund Sources, Contractor shall be responsible for expenses that it 
incurs in performing services under this Agreement, and shall not be entitled to reimbursement from Wildfire. 
 
3.4 
 Expenditures.  Wildfire reserves the right to terminate, reduce, or reallocate funds to another Contractor 
within the service territory, if Contractor’s expenditure rate is not at a percentage to ensure one hundred percent expenditure 
of funds within the contract period. Wildfire will conduct a review of agency expenditures on a quarterly basis, and will 
notify the Contractor of any concerns.  It is the responsibility of the Contractor to monitor all contract expenditures and to 
ensure that no over expenditures occur.  If an over expenditure occurs, the Contractor is responsible for absorbing and/or 
returning the amount of the payment. 
 
3.5 
Advance Payments.  Contractor may request a one-time advance in accordance with the established One-
Time Advance Payment Policy approved by the Home Energy Assistance Advisory Board of Directors and the Wildfire 
Board of Directors.  Contractor may request the Advance Request Form through Wildfire, if needed. 
 
3.6 
Nature of Relationship. As between Wildfire and Contractor, Wildfire shall have the same rights as the 
Funding Sources have under the applicable Program Documents.  Contractor shall have only those rights expressly provided 
to Contractor under this Agreement.  The relationship between Wildfire and Contractor shall be that of independent 
contractors for purposes including tax law purposes and employment law purposes and not that of employer-employee, 
partners, joint ventures, or otherwise.  Contractor acknowledges and agrees that Contractor shall have no right or opportunity 
to participate in any employee benefits plans, compensation plans, or other benefits that Wildfire may offer to its employees, 
and that Contractor will not be treated as an employee for purposes of workers compensation laws, employment laws, or 
tax laws, including without limitation federal and state income tax laws, social security tax laws and unemployment 
contribution laws.  Contractor agrees to comply with all laws applicable to independent contractors including, but not limited 
to, professional and tax licensing requirements and reporting and payment of applicable federal, state and local taxes, 
including without limitation income taxes and self-employment taxes.

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3.7 
Indemnification.  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 the negligent performance of this Agreement, 
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. 
 
3.8 
Insurance.   
 
3.8.1 
Contractor and any subcontractors shall procure and maintain, until all of their obligations have been 
satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with 
the performance of the services hereunder by Contractor or Contractor’s agents, representatives, employees or 
subcontractors.  Contractor shall also procure and maintain all additional insurance coverage required by the Program 
Documents. 
 
3.8.2 
The insurance requirements herein are minimum requirements for this Agreement and in no way limit 
Contractor’s indemnity obligations contained in this Agreement.  Wildfire makes no representation or warranty that the 
minimum limits contained herein are sufficient to protect Contractor from liabilities that might arise out of the performance 
of the work under this contract by Contractor, its agents, representatives, employees or subcontractors, and Contractor is 
free to purchase additional insurance.   
 
3.8.3 
Contractor shall provide coverage with limits of liability not less than those stated below. 
 
a) Commercial General Liability – Occurrence Form 
 
General Aggregate:  The policy will have a combined single limit of $2,000,000 for each occurrence for 
bodily injury and property damage.  The policy shall include bodily injury, property damage, personal injury and 
broad form contractual liability. 
 
• 
The Contractor will provide certificate of insurance to include the following additional insured 
language: “Arizona Community Action Association (dba Wildfire) shall be named as additional insured, as 
permitted by law, (add this) with respect to liability arising out of the activities performed by or on behalf of 
the Contractor". 
• 
The policy shall contain a waiver of subrogation against Arizona Community Action Association (dba Wildfire) 
and its officers, officials, agents, and employees for losses arising from work performed by or on behalf of the 
Contractor. 
 
b) Automobile Liability 
 
Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles used in the performance of 
this Agreement. 
 
• 
Combined Single Limit (CSL) 
 
 
$ 1,000,000 
 
• 
The Contractor will provide certificate of insurance to include the following additional insured 
language: “Arizona Community Action Association DBA Wildfire shall be named as additional insured with 
respect to liability arising out of the activities performed by or on behalf of the Contractor, involving 
automobiles owned, leased, hired or borrowed by the Contractor". 
c) Worker's Compensation and Employers' Liability 
 
The policy will cover all obligations imposed by federal, state and local statutes with jurisdiction over Contractor’s 
employees.

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• 
The policy shall contain a waiver of subrogation against Arizona Community Action Association (dba Wildfire) 
and its officers, officials, agents, and employees for losses arising from work performed by or on behalf of the 
Contractor. 
 
3.8.4 
Wherever additional insured status is required, such additional insured shall be covered to the full limits of 
liability purchased by the Contractor, even if those limits of liability are in excess of those required by this Agreement.  The 
Contractor's insurance coverage shall be primary insurance with respect to all other available sources.  Coverage provided 
by the Contractor shall not be limited to the liability assumed under the indemnification provisions of this Agreement. 
 
3.8.5 
Each insurance policy required by the insurance provisions of this Agreement shall provide the required 
coverage and shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days prior 
written notice has been given to Wildfire. 
 
3.8.6 
Insurance is to be placed with duly licensed or approved non-admitted insurers in the state of Arizona with 
an “A.M. Best” rating of not less than A- VII.  Wildfire makes no representation or warranty that the above-required 
minimum insurer rating is sufficient to protect Contractor from potential insurer insolvency.  If Contractor utilizes the Social 
Service Contractors Indemnity Pool (SSCIP) or other approved insurance pool for insurance coverage, SSCIP or the other 
approved insurance pool is exempt from the A.M. Best’s rating requirements listed in this Agreement.  If Contractor chooses 
to use SSCIP or another approved insurance pool as its insurance provider, Contractor would be considered in full 
compliance with insurance requirements relating to the A.M. Best rating requirements. 
 
3.8.7 
Contractor shall furnish Wildfire with certificates of insurance (ACORD form or equivalent approved by 
Wildfire) as required by this Agreement.  The certificates for each insurance policy are to be signed by a person authorized 
by that insurer to bind coverage on its behalf.  All certificates and endorsements are to be received and approved by Wildfire 
before services commence.  Each insurance policy required by this Agreement must be in effect at or prior to commencement 
of services under this Agreement and remain in effect for the duration of the term of this Agreement.  Failure to maintain 
the insurance policies as required by this Agreement, or to provide evidence of renewal, is a material breach of contract. 
 
3.8.8 
Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall 
furnish to Wildfire separate certificates and endorsements for each subcontractor.  All coverages for subcontractors shall be 
subject to the minimum requirements identified above. 
 
4. 
Compliance with Terms of Funding.   
4.1  
Contractor’s Compliance with Terms of Funding. Contractor acknowledges that Contractor’s services will 
be part of the programs funded by the Funding Sources in Section 1 pursuant to the Program Documents.  Contractor 
agrees it will be bound by and will comply with all terms and conditions of the Program Documents, including without 
limitation all indemnification and insurance obligations.  The “Program Documents” consist of the Attachments and 
Exhibits hereto and any written policies and procedures that Wildfire may send to Contractor from time to time, all of 
which are incorporated herein by this reference.  The Program Documents require Wildfire to submit certain periodic 
reports to the Fund Sources.  Contractor agrees to cooperate with Wildfire in preparing these reports.  In addition, 
Contractor agrees to comply with all other reporting obligations under the Program Documents.   
 
4.2   
Grants Management System Database (GMS).  Contractor will ensure that applications from all fund 
sources will be directly entered into the GMS Database, or transferred electronically, in accordance with the policies 
outlined in the Program Documents.   
 
5. 
Confidential Information. 
 
5.1 
Contractor's Obligation of Confidentiality.  Contractor recognizes that as a result of this Agreement and 
Contractor’s performance of services hereunder Contractor will have access to confidential information (“Confidential 
Information”).  Contractor will keep the Confidential Information it receives confidential at all times and will not, without 
the prior written consent of Wildfire, disclose Confidential Information to any person other than its legal counsel and other 
parties authorized by Wildfire in writing prior to the disclosure of the Confidential Information (such legal counsel and 
other authorized parties will hereinafter be collectively referred to herein as the "Representatives") who need to know the

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Confidential Information.  Contractor agrees to inform its Representatives of the confidential nature of the Confidential 
Information and to obtain their agreement to be bound by the terms of this Section 5 for the benefit of Wildfire.    Contractor 
agrees to treat and use Confidential Information in a manner that is consistent with protecting such information.  Contractor 
agrees that it will be responsible for any unauthorized use or disclosure of Confidential Information or other non-compliance 
with this Agreement by any Representative or other agents, or by any other person who obtains access to Confidential 
Information from, or due to the fault of, Contractor.  Any such non-compliance will constitute a breach of this Agreement 
by Contractor. 
 
5.2 
Definition of Confidential Information.  Confidential Information includes without limitation any 
information in whatever form, whether documents, computer disks, computer drives, computer chips, audio tapes or video 
tapes, that are marked with the legend "confidential" or other notice of similar meaning or are otherwise treated as 
confidential by Wildfire.  Whether or not indicated to be confidential, the following information shall be deemed to 
constitute Confidential Information: all data collected from applicants for assistance and program participants including 
without limitation names, addresses, and any other information of a personal or intimate nature, and all trade secrets, 
proprietary data, financial information, business information and other proprietary information disclosed by Wildfire to 
Contractor, and further including without limitation any copies, summaries, indexes or abstracts of Confidential Information 
and any information or materials derived from Confidential Information.  In addition to the foregoing, any information that 
is otherwise protected by law as confidential without regard to this Agreement shall constitute Confidential Information.  
The term "Confidential Information" as used herein does not include any information which (a) is already known to the 
public prior to disclosure to Contractor; (b) is subsequently made known to the public without any violation of this 
Agreement; or (c) is rightfully received by Contractor from a third party without similar restriction and without breach of 
this Agreement. Notwithstanding the foregoing, Contractor will not be deemed in violation of this Agreement in the event 
Contractor discloses Confidential Information in response to a duly issued court order or subpoena if Contractor provides 
prompt advance notice thereof to Wildfire or if Contractor discloses data regarding applicants for assistance and program 
participants to the extent required by Contractor’s reporting obligations under other agreements pursuant to which 
Contractor receives funding. 
 
6. 
Audit and Inspection.  Wildfire will have the right to audit and inspect Contractor’s work to verify 
compliance with this Agreement.  Contractor agrees to provide Wildfire and its Fund Sources with access, upon reasonable 
advance notice and during normal business hours, to all of Contractor's books and records that relate to this Agreement.  
Contractor will maintain copies of all books and records that relate to this Agreement for at least 3 years after the expiration 
of this Agreement. 
 
7. 
Notices.  All notices given in connection with this Agreement shall be in writing and sent by: (i) hand 
delivery (ii) nationally recognized courier, (iii) facsimile, (iv) United States certified mail with return receipt requested, 
postage paid, or (v) e-mail.  All notices shall be deemed given and received when (a) if given by facsimile, upon confirmed 
transmission during normal business hours (before 5:00 p.m. Arizona time), if confirmed transmission is after normal 
business hours it will be deemed given and received the next business day, (b) if hand delivered, when delivered (as 
confirmed by receipt executed by the recipient or delivery confirmation executed by the courier), (c) if given by a nationally 
recognized courier, on the day the notice is actually delivered (as confirmed by receipt executed by the recipient or delivery 
confirmation by the courier), (d) if given by certified mail, return receipt requested, postage paid, when actually delivered 
to the addresses specified herein as evidenced by return receipt or refusal or failure to accept delivery.  All notices will be 
given at the address or by use of the facsimile number or e-mail address specified for a party on the signature page hereof.  
A party may change its mailing address, e-mail address and/or facsimile number for notice by giving notice to the other 
parties in accordance with this Section. 
 
8. 
Limitation of Liability.  Contractor acknowledges that all funds to be provided pursuant to this Agreement 
will be provided by the Fund Sources, and Contractor agrees to look solely to funds actually paid by the Fund Sources for 
Contractor invoices approved by the Fund Sources for all compensation and reimbursement hereunder.  Wildfire's 
obligations under this Agreement are subject to the Fund Sources actually providing the funds (either to Wildfire or directly 
to Contractor) pursuant to the Program Documents.  Wildfire intends to allocate the funds from each Fund Source to multiple 
contractors.  If one or more Fund Sources reduces their funding to Wildfire, then Wildfire reserves the right to reduce 
Contractor’s funding under this Agreement and to allocate the reduced funding among Contractor and other contractors as 
determined by Wildfire in its sole discretion.

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9. 
Assignment; Subcontractors.  Contractor may not assign Contractor's rights or obligations under this 
Agreement without Wildfire's prior written consent, which consent Wildfire may withhold in its sole discretion.  Contractor 
may not use a subcontractor to perform any of Contractor's obligations under this Agreement without Wildfire's prior written 
consent, which consent Wildfire will not unreasonably withhold. Wildfire's consent to an assignment or subcontractor will 
not release Contractor from any obligations hereunder.   
 
10. 
Choice of Law and Forum.  This Agreement has been entered into in Maricopa County, Arizona and its 
application and interpretation shall be governed exclusively by its terms and by the laws of the State of Arizona without 
regard to its choice of law rules.  The exclusive and proper venue for any dispute arising out of this Agreement will be the 
state and federal courts located in Maricopa County Arizona. 
 
11. 
Integration; Modification; Waiver.  This Agreement reflects the entire agreement of the parties relating 
to the subject matter hereof.  All recitals, Attachments and Exhibits to this Agreement are incorporated herein by this 
reference.  No provision of this Agreement shall be deemed waived, amended, or modified by any party unless both parties 
sign a written amendment or the party against whom the waiver is asserted signs a written waiver. 
 
12. 
Counterparts; Email.  This Agreement may be executed in counterparts and delivered via email. 
 
 
13. 
Exhibits. 
 
Exhibit A 
Home Energy Assistance Fund Policy Manual FY 2021 
 
Exhibit B 
Federal Poverty Income Guidelines effective July 1, 2020 – 
 
 
June 30, 2021 
 
 
 
[Signature page follows]

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INDEPENDENT CONTRACTOR AGREEMENT 
2020-21 Utility Assistance Programs 
Signature Page 
 
 
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement, effective as of the Effective Date. 
 
CONTRACTOR 
Maricopa County  
 
By: _______________________________ 
 
Name:   
 
 
Title:   Chairman Board of Supervisors 
 
 
Date:  
 
 
 
By: _______________________________ 
 
Name:   
 
 
Title:   Clerk, Board of Supervisors 
 
 
Date:  
 
 
 
Approved as to form: 
 
                                                                   
 
Deputy County Attorney 
 
 
Address: 
235 N Central Ave, #3000 
Phoenix, AZ 85004 
 
Email:  Sandra.mendez@maricopa.gov 
 
 
 
Arizona Community Action Association (dba 
Wildfire), an Arizona nonprofit corporation 
 
By: 
 
 
Name: Cynthia Zwick 
 
 
Title: Executive Director 
 
 
Date: 
 
 
Address: 
340 E Palm Lane, Suite 315  
Phoenix, Arizona 85004 
Fax:  602-604-0644 
E-mail:  czwick@wildfireaz.org

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