AREA AGENCY ON AGING REGION ONE AGREEMENT.PDF
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1 Area Agency on Aging AGREEMENT BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND AREA AGENCY ON AGING, REGION ONE, INCORPORATED Agreement No.: C-22-22-173-X-00 Agreement Not-To Exceed: $10,600,000 Agreement Start Date: September 1, 2021 Agreement Termination Date: June 30, 2024 CFDA: 21.027 Coronavirus State and Local Fiscal Recovery Funds DUNS: 011965258 1.0 PARTIES 1.1 This Contract is a financial agreement (“Agreement”) between Area Agency on Aging, Region One, Incorporated, a non-profit corporation (“Contractor”) and Maricopa County administered by its Human Services Department, (“County”). The Agreement is to coordinate and expand services in Maricopa County for adults 60 years of age and older and adults with disabilities impacted by the COVID-19 Pandemic. 1.2 The Contractor and the County are collectively referred to as the “Parties” and individually as a “Party.” 1.3 Maricopa County is authorized to enter into this Agreement under A.R.S. §§ 11- 201 and 11-254.04. 1.4 The Parties shall provide and perform as set forth in this Agreement. All rights and obligations of the Parties shall be governed by the terms of this Agreement, its exhibits, attachments, and appendices, including any Subcontracts, Amendments, or Change Orders as set forth in this Agreement. 2.0 PURPOSE The purpose of the Agreement is to administer a grant assistance program that will support the increase in demand for services for Maricopa County seniors and adults with disabilities as a result of the COVID-19 Pandemic. 3.0 CONTRACTOR RESPONSIBILITIES 3.1 Contractor shall utilize no more than $540,000 for a maximum of $180,000 annually to complete a minimum of twelve (12) annual Biohazard cleaning services, for Senior and Adult Services Division clients. 3.1.1 The Human Services Department, Senior and Adult Services Division staff shall notify the Contractor of required services. 3.1.2 The Contractor shall notify the County prior to conducting Biohazard clean services and include the: 3.1.2.1 Location of Biohazard clean service; 3.1.2.2 Description of Biohazard clean services to be provided; and 3.1.2.3 Date clean services will be conducted. 3.2 The Contractor shall utilize no greater than $200,000 to hire an analyst to research and analyze factors affecting the recruitment and retention of Direct Care Workers in Maricopa County: 2 Area Agency on Aging 3.2.1 Findings of this analysis will result in recommended best practices and methods to improve recruitment and retention of Home Care Agencies’ Direct Care Workers; 3.2.2 The findings of this research shall be presented to the County identifying specific strategies to implement as activities for Paragraph 3.4: 3.2.3 No strategies shall be implemented prior to County review and approval. 3.3 The Contractor shall review applications, administer grants to qualified agencies, and distribute up to $8,800,000 on behalf of the County to partner agencies serving Maricopa County residents: 3.3.1 Distribute up to $2,700,000 in grants to Senior Centers located in Maricopa County. This will allow Senior Centers to reopen and provide services and/or address support gaps caused by or worsened by COVID-19. 3.3.1.1 Prior to providing grant funds to Senior Centers: 3.3.1.1.1 The Contractor shall provide the County a list of Senior Centers to be provided funding. 3.3.1.1.2 Upon review of applications and on a schedule as agreed upon by both parties, Contractor shall provide the County for final review and acceptance a list of applicants and recommended grant recipients with the potential award amount and primary purpose of award. 3.3.1.1.3 The Contractor shall not provide grant funds to Senior Centers without County approval. 3.3.1.1.4 The Senior Centers to be provided funding shall include statements of need, amount of requested funding, and other required information detailed in Attachment A. 3.3.1.2 Grants to Senior Centers may include any of the following: 3.3.1.2.1 Center activities, programs, equipment, and other items related to nutritional support; 3.3.1.2.2 Provide necessary IT equipment for use by staff and Senior Center attendees and, 3.3.1.2.3 Activities that address social determinants of health including poverty, social isolation, and food insecurity. 3.3.1.3 The Contractor shall track funds provided to Senior Centers separate from other fund sources of funding the Contractor may provide to the same grant recipients. 3.3.1.4 The Contractor shall ensure funds are expended only for allowable purposes. 3.3.2 Distribute up to $3,400,000 with a maximum of $1,700,000 annually for two (2) years) to support the recruitment and retention efforts by Home Care Agencies for Direct Care Workers in Maricopa County. 3.3.2.1 The Contractor shall implement approved strategies as stated in Paragraph 3.2; 3.3.2.2 The Contractor shall assist the Home Care Agencies to implement strategies by April 1, 2022. 3.3.2.3 The Contractor shall track: 3.3.2.3.1 Expenditures for supporting recruitment and retention efforts; 3.3.2.3.2 Activities and projects funded by these monies by each approved strategy and by home care agency; and 3.3.2.3.3 Number of Direct Care Workers hired by Home Care Agencies. 3 Area Agency on Aging 3.3.3 Distribute up to $2,700,000 in grants to Adult Day Health Care Centers (“Centers”) in Maricopa County. This will allow for Centers to reopen and to replace lost revenue as a result of COVID-19. 3.3.3.1 Centers must provide evidence that the lost revenue and/or inability to operate is primarily related to COVID-19. 3.3.3.2 Grants shall be distributed on an equitable basis to maximize the potential benefits to Center attendees. 3.3.3.3 Grants shall be prioritized based on need. 3.3.3.4 Prior to providing grant funds to Centers: 3.3.3.4.1 The Contractor shall provide the County a list of Centers to be provided funding; 3.3.3.4.2 Upon review of applications and on a schedule as agreed upon by both parties, Contractor shall provide the County for final review and acceptance a list of applicants and recommended grant recipients with the potential award amount and primary purpose of award; and 3.3.3.4.3 The Contractor shall not provide grant funds to Centers without County approval. 3.3.3.4.3.1 The Centers to be provided funding shall include statements of need, amount of requested funding, and other required information detailed in Attachment A. 3.3.3.4.3.2 The Contractor shall track funds provided to Centers separate from other fund sources of funding the Contractor may provide to the same grant recipients. 3.3.3.4.3.3 The Contractor shall ensure funds are expended only for allowable purposes. 3.4 The Contractor shall establish processes to: 3.4.1 Notifying potential grant recipients of funding availability; 3.4.2 Receive and review grant applications using the Eligibility Criteria outlined in Attachment A. 3.4.3 Accept on a rolling basis from Agreement start date to such time all funds have been expended or June 15, 2024, whichever comes first. 3.4.4 Submit applications and on a scheduled basis to the point of contact listed in paragraph 15.0 (Notices), the Contractor shall provide the County for final review and acceptance a list of applicants and recommended grant recipients by funding category with the potential award amount and primary purpose of award. Retain applications submitted by service activities and funding amounts provided to each agency. Contractor may be required to provide copies of the applications with monthly, quarterly reports. 3.4.5 Distribute funds to approved grant applicants within 10 business days following final approval. 3.4.6 Track and record funds distributed and expended by service activities. 3.4.7 Collect monthly and quarterly reports from grantees on the use of funds, evaluate reports for deficiencies and contact agencies to have deficiencies remedied. All records received by Contractor will be provided to County no later than July 31, 2024. 3.5 The Contractor shall submit to County Monthly and Quarterly reports as listed below and with details outlined in Attachment A by service activity: 4 Area Agency on Aging 3.5.1 For service activities in Paragraph 3.1 Biohazard clean: 3.5.1.1 Monthly reports no later than the 15th calendar day of the month; 3.5.1.2 Quarterly reports no later than 30 calendar days after the end of the fiscal quarter: and 3.5.1.3 Yearly Performance and Expenditure Reports summarizing all Monthly and Quarterly report information. Annual Reports are due no later than July 30th of each year. The first Annual Report will be due July 30, 2022. 3.5.2 For service activities in Paragraph 3.2 analyst and research: 3.5.2.1 Monthly reports no later than the 15th calendar day of the month; 3.5.2.2 Quarterly reports no later than 30 calendar days after the end of the fiscal quarter; and 3.5.2.3 Yearly Performance and Expenditure Reports summarizing all Quarterly report information. Annual Reports are due no later than July 30th of each year. The first Annual Report will be due July 30, 2022. 3.5.3 For service activities in Paragraph 3.3 grants to Home Care Agencies for Direct Care Workers: 3.5.3.1 Quarterly reports no later than 30 calendar days after the end of the fiscal quarter; and 3.5.3.2 Yearly Performance and Expenditure Reports summarizing all Quarterly report information. Annual Reports are due no later than July 30th of each year. The first Annual Report will be due July 30, 2022. 3.5.4 For service activities in Paragraph 3.4 grants to Senior Centers: 3.5.4.1 Monthly reports no later than the 15th calendar day of the month; 3.5.4.2 Quarterly reports no later than 30 calendar days after the end of the fiscal quarter: and 3.5.4.3 Yearly Performance and Expenditure Reports summarizing all Monthly and Quarterly report information. Annual Reports are due no later than July 30th of each year. The first Annual Report will be due July 30, 2022. 3.5.5 Quarterly reporting periods: The first Quarterly report will cover the period from date this Agreement is executed to September 30, subsequently, first quarter shall be July 1 – September 30 (Q1); 3.3.5.1 October 1 – December 31 (Q2); 3.3.5.2 January 1 – March 31 (Q3); and 3.3.5.3 April 1 – June 30 (Q4). 3.5.6 A final report due no later than July 30, 2024 summarizing all information described in the Annual Reports. 3.6 Any funds not disbursed by Contractor by June 30, 2024 shall be returned to County not later than July 31, 2024. Similarly, if any grantee fails to cash a check or otherwise returns funds to Contractor, such funds shall be returned to County not later than July 31, 2024. 3.7 Provision for change to scope to meet requirements of any updated guidance from US Treasury, Inspector General or other required oversight associated with the American Rescue Plan Act funds. 4.0 COUNTY RESPONSIBILITIES 4.1 The County shall be responsible for the following: 5 Area Agency on Aging 4.1.1 Development, review, and/or approval of program qualifications and criteria. 4.1.2 The Human Services Department Director or his/her designee shall provide final approval of all recommended grant recipients following Contractor's review of application submissions for compliance with Program criteria and completeness. 4.1.3 Provide timely payment of Contractor's fee for services rendered. 4.1.4 Coordinate with Contractor to review any assessments, statistics and similar items, in order to allow the Contractor to maintain required timelines set forth in this Agreement. 5.0 TERM The Agreement term shall begin on September 1, 2021 through June 30, 2024. The Agreement shall be effective upon approval and signature by both Parties. 6.0 AGREEMENT RENEWAL The Agreement may be renewed by a written amendment three (3) times for a period of three (3) months each, provided however, that Contractor is in full compliance with all terms and conditions of this Agreement. 7.0 ADMINISTRATIVE CHANGE ORDERS 7.1 Administrative Change Orders – The Chairman of the Board of Supervisors is authorized upon the recommendation of the Human Services Department Director or their designee and Legal Counsel to make changes within the general scope of the Agreement on behalf of the County through Administrative Change Orders. Administrative Change Orders shall be approved and fully executed by the Chairman of the Board of Supervisors and the Contractor’s authorized Representative. Administrative Change Orders may address any of the following areas: 7.1.1 Modifications to the project timeline if the last day of the project timeline is within the Agreement term; 7.1.2 Modifications required by federal, state, or County regulations, ordinances, or policies; and 7.1.3 Modifications to Administrative requirements such as changes in reporting periods, frequency of reports, or report formats required by Department of Treasury or local regulations, policies or requirements. 7.2 It is the responsibility of the Contractor to ensure the latest documents are consulted and followed. 8.0 AMENDMENTS All Amendments to this Agreement shall be in writing and signed by authorized signers for both Parties. 9.0 TERMINATION 9.1 The Parties may mutually terminate or cancel this Agreement after providing the appropriate notice, as defined in the following subsections. 9.2 Generally, termination shall become effective after at least thirty (30) calendar days prior written notice delivered by personal delivery or registered or certified mail, postage prepaid and return receipt requested, to the persons at the addresses set forth in the Notice section of this Agreement (“General Termination Notice”). 9.3 Separately, the County has the right to terminate the Agreement upon twenty-four (24) hour notice when the County determines that the health or welfare of County 6 Area Agency on Aging employees or Service Recipients are endangered or the Contractor’s non- compliance jeopardizes funding source financial participation. Notice under this term shall occur in the same manner as required under Termination Notice, at Section 9.2, above. 9.4 Further, under A.R.S. § 38-511, the County may cancel this Agreement at any time without penalty or further obligation within three years after execution of this Agreement if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of that Party is, at any time while this Agreement or any extension of the Agreement is in effect, an employee or agent of any other party to the Agreement in any capacity or consultant to any other party of the Agreement with respect to the subject matter of the Agreement. Cancellation under A.R.S. § 35-511 is effective when written notice from the County is received by the Contractor, unless the notice specifies a later time (“Conflict Cancellation Notice”). Notice under this term shall occur in the same manner as required under Termination Notice at Section 9.2. Additionally, under A.R.S § 38-511, the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County from any other Party to this Agreement arising as the result of this Agreement. 9.5 See also Section 11.0 (Availability of Funds) for additional termination provisions. 9.6 If not terminated or cancelled under one of the above terms, then this Agreement shall terminate upon the expiration of the Term of this Agreement. 10.0 FUNDING, INVOICING, AND PAYMENT 10.1 The funding for this Agreement is through the American Rescue Plan Act, Coronavirus State and Local Fiscal Recovery Funds under the CFDA Number 21.027. 10.2 The Contractor shall submit invoices to hsdfinance@maricopa.gov. 10.3 The County shall reimburse the Contractor on a Net 0 payment standard. 10.4 The County shall pay the Contractor an amount not to exceed $1,060,000 for the administration of service activities as described in Section 3.0. 10.4.1 The Contractor shall submit to the County an invoice for services based on the following scheduling: 10.4.1.1 $265,000 upon execution of this contract; 10.4.1.2 $265,000 on July 1, 2022; 10.4.1.3 $265,000 on July 1, 2023; and 10.4.1.4 A final invoice for $265,000 upon submission of final report, which shall be no later than July 30, 2024. 10.5 The County shall pay the Contractor an amount not to exceed $540,000 with a maximum of $180,000 annually for the biohazard cleaning activities as described in Section 3.1 on a cost reimbursement basis. 10.5.1 The Contractor shall submit invoices for the actual costs incurred for these activities on a monthly basis supported by back-up documentation. 10.5.2 The Contractor shall submit to the County a Request for Reimbursement of all expenditures within the same fiscal year in which the expenditures are incurred. The fiscal year runs July 1st through June 30th and all Requests for Reimbursement shall be submitted no later than July 30th for the preceding fiscal year. 10.6 The County shall pay the Contractor an amount not to exceed $200,000 for the research and data analysis activities as described in Section 3.2 on a cost reimbursement basis. 7 Area Agency on Aging 10.6.1 The Contractor shall submit invoices for the actual costs incurred for these activities on a monthly basis supported by back-up documentation. 10.6.2 The Contractor shall submit to the County a Request for Reimbursement of all expenditures within the same fiscal year in which the expenditures are incurred. The fiscal year runs July 1st through June 30th and all Requests for Reimbursement shall be submitted no later than July 30th for the preceding fiscal year. 10.7 Upon execution of this Agreement, the County shall transfer funds to the Contractor in the amount of $7,100,000 for the year one activities as stated in Section 3.0. For year two activities as stated in Section 3.3.2, the County shall transfer funds to the Contractor in the amount of $1,700,000 no later than September 1, 2022. 10.7.1 Documentation regarding distribution of this funding must be kept and available to the County as described in Section 3.0 and in Attachment A. 10.8 Funds not disbursed including interest income earned (if any) at the end of the Program will revert to County no later than July 30, 2024. 11.0 AVAILABILITY OF FUNDS 11.1 The provisions of this Agreement relating to the payment for services shall become effective when funds assigned for compensating the Contractor, as provided herein, are actually available to the County for disbursement. Notwithstanding any other provision in this Agreement, every payment obligation of the Parties under this Agreement is conditioned upon the availability of funds appropriated and allocated for the payment of such obligation. If funds are not appropriated, allocated and available or if the appropriation is changed by the appropriating body resulting in funds no longer being available for the continuance of this Agreement, this Agreement may be terminated by the affected Party or any other affected agency of the County or state at the end of the period for which funds are available. No liability shall accrue to the affected Party or any other affected agency of the County or state in the event this provision is exercised, and neither the affected Party nor any other affected agency of the County or state shall be obligated or liable for any future payments or for any damages due to termination under this paragraph. 11.2 The County shall be the sole authority in determining the availability of funds under this Agreement and the County shall keep the Contractor fully informed as to the availability of funds. 11.3 If any action is taken by any state agency, federal department or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligation under, or in connection with this agreement, then the County may amend, suspend, decrease or terminate its obligations under or in connection with this Agreement. In the event of termination, the County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services performed are in accordance with the provisions of this Agreement. The County shall give written notice of the effective date of any suspension, amendment, or termination under this section at least ten (10) calendar days in advance. 12.0 RIGHTS IN DATA The Parties shall have the use of all project data and reports resulting from this Agreement without cost or other restriction, except as otherwise provided by law or applicable regulation. Each Party shall supply to the other Party, upon request, any available information that is relevant to this Agreement and to the performance hereunder. 8 Area Agency on Aging 13.0 AGREEMENT COMPLIANCE MONITORING The County shall monitor the Contractor's compliance with, and performance under, the terms and conditions of this Agreement. On-site visits for compliance monitoring may be made by the County and/or its grantor agencies at any time during the Contractor's normal business hours, announced or unannounced. During an on-site visit, the Contractor shall make all of its records and accounts related to work performed and services provided under this Agreement available to the County for inspection and copying. 14.0 AUDIT REQUIREMENTS 14.1 In accordance with A.R.S. § 11-624, the Contractor shall, at its own expense, file with the County, either: 14.1.1 Audited financial statements prepared in accordance with federal single audit requirements; or, 14.1.2 Financial statements prepared in accordance with generally accepted accounting principles audited by an independent certified public accountant. 14.2 Contractor shall provide the County and its auditors access for not less than two (2) calendar years from the date of the report to all records and materials retained by Contractor relating to the Program, with such access to be granted during normal business hours on reasonable notice of not less than forty-eight hours. 15.0 NOTICES For Maricopa County: Laura Henry, Assistant Director Senior and Adult Services Division Laura.henry@maricopa.gov 602-505-4511 234 N. Central Ave., 3rd Floor Phoenix, AZ 85004 For Area Agency on Aging: Mary Lynn Kasunic, President and CEO kasunic@msn.com 602-264-2255 1366 East Thomas Road, Suite 108 Phoenix, AZ 85014 16.0 EMPLOYMENT DISCLAIMER 16.1 This Agreement is not intended to constitute, create, give rise to, or otherwise recognize a joint venture agreement, partnership, or other formal business association or organization of any kind between the Parties, and the rights and obligations of the Parties shall be only those expressly set forth in this Agreement. 16.2 Each Party agrees that no individual performing under this Agreement on behalf of the Party may be considered an agent, employee, or representative of the other Party, and that no rights reserved for a Party shall accrue to or apply to any such individual operating on behalf of the other Party. Each Party shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workers’ compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning each Party’s own agents, employees, or representatives. 17.0 SAFEGUARDING OF PARTICIPANT INFORMATION 17.1 The Contractor shall observe and abide by all applicable State of Arizona and federal statues, rules and regulations regarding the use or disclosure of information including, but not limited to, information concerning applicants for and recipients of contracted services. To the extent permitted by law, the Contractor shall release information to the County, and to the Attorney’s General’s Office as required by the terms of this Agreement, by law or upon their request. 9 Area Agency on Aging 17.2 The Contractor shall comply with the requirements of the Arizona Address Confidentiality Program, A.R.S. § 41-161 et. seq. The County will advise the Contractor as to applicable policies and procedures adopted for such compliance. 17.3 The use or disclosure by any Party of any information concerning an applicant for, or recipient of, services under this Agreement is directly limited to the conduct of this Agreement. The Contractor and its agents shall safeguard the confidentiality of this information, just as the Contractor would safeguard its own confidential information. The Contractor shall include a clause to this effect in all subcontracts related to this Agreement. 18.0 INDEMNIFICATION 18.1 To the extent permitted by law, 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 and expert fees) (“Claims”) arising out of bodily injury (including death) of any person 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 and any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, and commissions. 18.2 Additionally, the Contractor shall indemnify, defend, and hold harmless the County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, and commissions from and against all Claims either arising from or related to breach of this Agreement by the Contractor and any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, and commissions. 19.0 INSURANCE 19.1 The Contractor shall and shall cause any of its subcontractors to purchase and maintain the minimum insurance stipulated in this Agreement from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++6. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company that is or companies that are authorized to do business in the State of Arizona, provided that such insurance company is or companies meet the approval of the County. The form of any insurance policies and forms must be acceptable to the County. 19.2 All insurance required under this Agreement shall be maintained in full force and effect until all work or service required to be performed under the terms of this Agreement is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of the County, constitute a material breach of this Agreement. 19.3 The Contractor’s insurance shall be primary insurance as respects the County, and any insurance or self-insurance maintained by the County shall not contribute to it. 19.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect coverage afforded under the insurance policies to protect the County. 19.5 The insurance policies may provide coverage that contains deductibles or self- insured retentions. Such deductible or self-insured retentions shall not be applicable with respect to the coverage provided to the County under those policies. The Contractor shall be solely responsible for the deductible and/or self- insured retention and the County, at its option, may require the Contractor to 10 Area Agency on Aging secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 19.6 The County reserves the right to request and to receive, within ten (10) working days, certified copies of any or all of the insurance certificates required under this Agreement. The County shall not be obligated to review policies or endorsements or to advise the Contractor of any deficiencies in such policies and endorsements, and such receipt shall not relieve the Contractor from, or be deemed a waiver of, the County’s right to insist on strict fulfillment of the Contractor’s obligations under this Agreement. 19.7 The insurance policies required by this Agreement, except Workers’ Compensation, shall name the County and its agents, representatives, officers, officials, directors, employees, volunteers, departments, agencies, boards, committees, and commissions as Additional Insureds. 19.8 The policies required under this Agreement, except Workers’ Compensation, shall contain a waiver of transfer of rights of recovery (subrogation) against the County, its agents, representatives, officers, officials, directors, employees, volunteers, departments, agencies, boards, committees, and commissions for any claims arising out of the Contractor’s work or service. 19.9 The Contractor’s policies shall stipulate that the insurance afforded the Contractor shall be primary insurance and that any insurance carried by the County and its agents, representatives, officers, officials, directors, employees, volunteers, departments, agencies, boards, committees, and commissions shall be excess and not contributory insurance, as provided by state (see A.R.S. § 41-621). 19.10 Coverage provided by the Contractor shall not be limited to the liability assumed under the indemnification provisions of this Agreement. 19.11 Commercial General Liability: Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $1,000,000 for each occurrence, and $2,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions that would serve to limit third party action over claims. There shall be no endorsements or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 19.12 Workers’ Compensation: Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of the Contractor’s employees engaged in the performance of the work or services under this Agreement; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. 19.13 The Contractor waives all rights against the County and its agents, representatives, officers, officials, directors, employees, volunteers, departments, agencies, boards, committees, and commissions for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by the Contractor pursuant to this Agreement. 19.14 Sexual Molestation and Physical Abuse: When services involve working with these groups of individuals, the insurance requirements in this Agreement need to be revised to include coverage for "sexual molestation and physical abuse." Coverage for this type of claim, or allegation, is excluded from standard general liability policies. Therefore, the Contractor whose services include working with or 11 Area Agency on Aging caring for (or both) children, elderly persons, and disabled persons should have those policies specifically endorsed to include this coverage. 19.15 Coverage for this type of claim, or allegation, is excluded from standard general liability policies. Therefore, sub (Contractors) whose services include working with or caring for (or both) children, elderly persons, and disabled persons should have those policies specifically endorsed to include this coverage. 19.16 Commercial General Liability – Occurrence Form: Policy shall include bodily injury, property damage, and broad form contractual liability coverage. 19.17 The policy shall be endorsed to include coverage for physical/sexual abuse and molestation. The policy shall be endorsed to include the following additional insured language: "(Maricopa County), its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor". 19.18 Minimum Limits: General Aggregate $2,000,000 Each Occurrence Limit $1,000,000 Sexual Abuse/Molestation $1,000,000 19.19 Certificates of Insurance: Upon Agreement execution, the Contractor shall furnish the County with valid and complete certificates of insurance or formal endorsements as required by the Agreement, issued by the Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Agreement are in full force and effect. Such certificates shall identify this Agreement number and title. 19.20 Prior to commencing work or services under this Agreement, the Contractor shall have insurance in effect as required by the Agreement in the form provided by the County, issued by the Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Agreement are in full force and effect. Such certificates shall be made available to the County upon ten (10) business days. BY SIGNING THE AGREEMENT PAGE THE CONTRACTOR AGREES TO THIS REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF AGREEMENT. 19.21 In the event any insurance policy(ies) required by this Agreement is (are) written on a “claims made” basis, coverage shall extend for two years past completion and acceptance of the Contractor’s work or services and as evidenced by annual Certificates of Insurance. 19.22 If a policy does expire during the life of the Agreement, a renewal certificate must be sent to County fifteen (15) days prior to the expiration date. 19.23 Cancellation and Expiration Notice: Insurance required herein shall not be permitted to expire, be canceled, or materially changed without thirty (30) days prior written notice to the County. 19.24 If the Contractor provides professional or semi-professional personal services under this agreement for which malpractice or professional liability coverage is available, such as medical, psychiatric, or legal services, Contractor shall carry minimum liability coverage of $2,000,000 each occurrence and provide the County with proof of coverage. 19.25 Subcontractors: The Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall furnish to Maricopa County separate certificates for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements identified above. 12 Area Agency on Aging 19.26 Approval: Any modification or variation from the insurance requirements in any Agreement must have prior approval from the County whose decision shall be final. Such action will not require a formal Agreement amendment, but may be made by administrative action. 20.0 COMPLIANCE WITH APPLICABLE LAWS The Contractor shall comply with all applicable federal, state, and local laws, rules, regulations, executive orders, and court orders without limitation to those designated in this Agreement. 21.0 DRUG FREE WORKPLACE ACT The Contractor agrees to comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 701, et seq.), which requires that the Contractor and grantees of federal funds must certify that they will provide drug-free workplaces that comply with federal law. This certification is a precondition to receiving a grant or entering into this Agreement. 22.0 CLEAN AIR ACT & CLEAN WATER ACT To the extent applicable, the Contractor shall comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. §§1368, et seq.) Executive Order 11738, and Environmental Protection Agency regulations (40 C.F.R. Part 15). 23.0 RELIGIOUS ACTIVITIES The Contractor warrants that none of its costs and none of the costs incurred by any subcontractor will include any expense for any religious activity. 24.0 POLITICAL ACTIVITY PROHIBITED None of the funds, materials, property or services contributed by the County or the Contractor under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office. 25.0 CERTIFICATION REGARDING DEBARMENT, SUSPENSION INELIGIBILITY AND VOLUNTARY EXCLUSION 25.1 The undersigned, by signing this Agreement, represents that he or she has the authority to bind the Contractor to the terms of this Certification. The Contractor certifies to the best of its knowledge and belief that it and its principals: 25.1.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any federal department or agency; 25.1.2 Have not within a 3-year period preceding the Agreement Start Date, been convicted of or had a civil judgment rendered against them for (1) the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; (2) the violation of any federal or State antitrust statutes, or (3) the commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 25.1.3 Are not presently indicted or otherwise criminally or civilly charged by a governmental entity (federal, State, or local) with commission of any of the offenses enumerated in subparagraph 25.1.2 above (2) of this certification; 13 Area Agency on Aging 25.1.4 Have not, within a 3-year period preceding this Agreement, had one or more public transactions (federal, state, or local) terminated for cause or default; 25.1.5 Shall immediately notify the County if, at any time during the term of this Agreement, it is debarred, suspended, declared ineligible, or voluntarily excluded from participation. The County may pursue available remedies in the event of such occurrence, including immediate termination of this Agreement; and 25.1.6 Shall not enter into a subcontract or sub-recipient agreement with any person or organization that is debarred, suspended, declared ineligible, or voluntarily excluded from participation. The County may pursue available remedies in the event of such occurrence, including immediate termination of this Agreement without liability. 25.1.7 The Contractor shall include, without modification, this language of this Certification, in all agreements with sub-recipients and other sub(contractors); in all lower tier covered transactions, and in all solicitations for lower tier covered transactions in accordance with 45 C.F.R. Part 76. 25.1.8 If the Contractor is not able to provide this Certification, an explanation as to why shall be immediately provided to the County, Attention: Assistant Director Community Development Division, at the address set forth on the Notice section of this Agreement. 26.0 MINIMUM WAGE REQUIREMENTS The Contractor warrants that it shall pay all its employees who are performing work or providing services under this Agreement not less than the minimum wage specified under Section 206(a)(1) of the Fair Labor Standards Act of 1938, as amended (29 U.S.C. §§ 201, et seq.) by law, regulation, Executive Order 13658, or as required by Arizona law. 27.0 RECOGNITION OF COUNTY SUPPORT The Contractor shall give recognition to the County and the funding source for its support when the Contractor publishes materials or releases public information that is paid for in whole or in part with funds supporting the services under this Agreement. 28.0 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS 28.1 The Contractor agree that this Agreement and employees working on this Agreement will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and section 3.908 of the Federal Acquisition Regulation; 28.2 The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in Section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by the Contractor and copies provided to the County upon request; and, 28.3 The Contractor shall insert the substance of this clause, including this paragraph (3), in all subcontracts over the simplified acquisition threshold ($250,000 as of June 2021). 14 Area Agency on Aging 29.0 EQUAL EMPLOYMENT OPPORTUNITY The Contractor shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex, sexual identity, gender identity, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, age, disability, color, religion, sex, sexual identity, gender identity or national origin. Such action shall include, but is not limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor shall, to the extent such provisions apply, comply with Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); the Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); the Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.); and Executive Orders 11375 amending Executive Order 11246 and implementing regulations at 41 CFR part 60, as well as, Arizona Executive Order 2009-09, which mandates that all persons shall have equal access to employment opportunities. 30.0 DISABILITY REQUIREMENTS The Contractor agrees that any electronic or information technology offered under this Agreement shall comply with A.R.S. §§41-2532 and 2533 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. 31.0 RETENTION OF RECORDS 31.1 This provision applies to all financial and programmatic records, supporting document, statistical records, and other records of the Contractor that are related to this Agreement. 31.2 The Contractor shall retain all records relevant to this Agreement for six (6) years after expiration of this Agreement or after resolution of any audit, whichever is longer. The County, federal, and State of Arizona auditors, and any other persons duly authorized by the County, shall have full access to and the right to examine, copy, and make use of any and all of the records. 32.0 DISPOSAL OF PROPERTY Upon termination of this Agreement, any property involved shall revert to the owner. 33.0 UNIFORM ADMINISTRATIVE REQUIREMENTS By entering into this Agreement, the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in 2 C.F.R. § 200, et seq. 34.0 IMMIGRATION LAWS AND REGULATIONS 34.1 Federal Immigration and Nationality Act: 34.1.1 The Contractor understand and acknowledge the applicability of the Immigration Reform and Control Act of 1986 (IRCA). The Contractor agrees to comply with the IRCA in performing under this Agreement and to permit the County to inspect personnel records to verify such compliance. 15 Area Agency on Aging 34.1.2 By entering into this Agreement, 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 their subcontractors certifying compliance and shall furnish the statements to the Deputy Director upon request. These warranties shall remain in effect through the term of the Agreement. The Contractor and their 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 Agreement. I-9 forms are available for download at USCIS.GOV. 34.1.3 The County may request verification of compliance for any employee or subcontractor performing work under the Agreement. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, then the County may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Agreement for default, and suspension and/or debarment of the other Party. All costs necessary to verify compliance are the responsibility of the Contractor or its subcontractor. 34.2 Arizona Law: The Contractor warrants that it is in compliance with A.R.S. § 41- 4401 (e-verify requirements) and further acknowledges: 34.2.1 That the Contractor and its vendors, if any, warrant their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214; 34.2.2 That a breach of a warranty under subsection 34.2.1 above, shall be deemed a material breach of this Agreement and the County may immediately terminate this Agreement without liability; 34.2.3 That the County and any contracting government entity retains the legal right to inspect the papers and employment records of any Contractor or vendor’s employee who works on this Agreement to ensure that the Contractor or vendor is complying with the warranty provided under subsection 34.2.1 above and that the Contractor agrees to make all papers and employment records of said employee(s) available during normal working hours in order to facilitate such an inspection. 35.0 SEVERABILITY Any provision of this Agreement that is determined to be invalid, void, or illegal by a court shall in no way affect, impair or invalidate any other provision hereof, and the remaining provisions shall remain in full force and effect. 36.0 GOVERNING LAW This Agreement is governed by the laws of the state of Arizona. Venue for any actions or lawsuits involving this Agreement will be in Maricopa County Superior Court or in the United States District Court for the District of Arizona, sitting in Phoenix, Arizona. 37.0 WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-393.01 If the Contractor engages in for-profit activity and has 10 or more employees, and if this Agreement has a value of $100,000 or more, then the Contractor certifies it is not currently engaged in, and agrees for the duration of this Agreement not to engage in, a boycott of goods and services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. 16 Area Agency on Aging IN WITNESS, the undersigned warrant they are authorized to execute this Agreement on behalf of each Party and that this Agreement is therefore binding on the Parties: APPROVED BY: APPROVED BY: AREA AGENCY ON AGING MARICOPA COUNTY __________________________________ _________________________________ Mary Lynn Kasunic, President & CEO Jack Sellers, Chairman of the Board _________________________________ ________________________________ Date Date Attested To: ________________________________ Juanita Garza, Clerk of the Board APPROVED AS TO FORM: _______________________________ Deputy County Attorney ______________________________ Date 17 Area Agency on Aging Attachment A: Scope of Work Program Title: Maricopa County Senior and Adult Assistance Program Purpose The purpose of the Maricopa County Senior and Adult Assistance Program is to support organizations serving seniors and adults with disabilities in Maricopa County to respond to increased demand due to the impact of COVID-19. • Provide up to $540,000 for Biohazard cleaning services minimum of 12 annually for Senior and Adult Services Division clients. • Provide grants to senior centers that total no greater than $2,700,000 to address service gaps worsened by the COVID-19 Pandemic. • Provide up to $3,600,000 to recruit and retain Home Care Agency direct care workers who provide essential services to seniors and adults with disabilities. • Provide up to $2,700,000 to Adult Day Health Care Centers to replace revenue lost because of COVID-19 allowing the Centers to re-open effectively and maintain operations. Program Provisions • Any grant funds spent on capital equipment and/or asset purchases of $5,000 or more must have documentation of receiving three quotes prior to purchase. Capital purchases require written justification as to how it is needed due to COVID-19. • Awarded Senior Centers and Adult Day Health Care agencies must provide AAA with a final report and attestation that all funds were expended. • All funds not disbursed and/or expended by grantees must be returned to administrator, and then returned to the County by June 15, 2024. Eligibility Criteria • Adult Day Health Care centers must be licensed by the Arizona Department of Health Services. • All Centers and Agencies the Contractor works with must be registered and in Good Standing with the Arizona Corporation Commission. • All Centers and Agencies must serve residents of Maricopa County. • Senior Centers and Adult Day Health Centers must certify that they will not engage in discrimination and will provide services equitably. Grant Application Questions and required documentation • Business Name • Employer ID/Tax ID Number • Business physical address • DUNS Number • Business representative contact information • Business Type (LLC, Corporation, Partnership, Sole Proprietorship) • Proof of Nonprofit status, if applicable • Most recent W-9, if applicable. • Purpose of request • Funding amount requested • Affidavit from applicant attesting to meeting each of the eligibility criteria. 18 Area Agency on Aging • Documentation as necessary to demonstrate hardship as a result of COVID-19 pandemic • Capital purchase written justification and three quotes prior to purchase for capital equipment and/or asset purchases of $5,000 or more. Performance Metrics • The Contractor must provide the County Performance Metric data in Quarterly reports including: o Senior Centers: ▪ Total amount spent to date on Senor Center requests. ▪ Number of Senior Centers reopened to date. o Recruitment and Retention of Home Agency direct care workers: ▪ Q1-Q2: Initial findings of analysis. ▪ Q3: Final results of findings of analysis and implementation plan for recommended strategies to affect recruitment and retention of direct care workers ▪ Q4 and ongoing: • Number of new direct care workers hired by agency. • Retention periods of newly hired direct care workers to date. • Recruitment and retention strategies used during the period. The Contractor shall provide detailed summaries of the activities performed and documentation to support those activities. For example, documentation of premium pay shall include documentation or a statement from the Home Agencies showing number of direct care workers, direct care worker’s base pay rate, and new pay rate with premium pay. o Adult Day Health Centers: ▪ Total amount spent to date on Adult Day Health Centers. ▪ Number of Adult Day Health Centers reopened to date. o Biohazard cleaning services: ▪ Number of clients provided biohazard cleaning services. ▪ Amount spent per biohazard clean. Reporting • Monthly Reports shall include expenditures by funded service including financial invoices and documentation supporting expenditures for the following: o Biohazard cleaning, including the number of services provided and expenditures for each cleaning. o Costs associated with hiring an Analyst and research being conducted. o Itemized list of funding provided to Senior Centers. • Quarterly Reports shall include Performance Metrics listed above and expenditures for the following service activities: o Biohazard cleaning, number of cleanings conducted and cost for each. o Home Care Agencies, support recruitment and retention of direct care workers. o Senior Centers, grant expenditures and list of recipients o Adult Day Health Centers, grant expenditures and list of recipients. • Yearly reports shall be submitted for all services activities to include list of recipients, expenditures, and impact of funds distributed.