CTR065209_Contract_Documents.pdf

Direct Contract

Contract No.: CTR065209

Description:

Community Coordination � Local Food Purchase Assistance Cooperative Agreement Program (LFPA)

Contract between the Arizona Department of Economic Security (the "Department") and Pinnacle Prevention (the "Contractor").

WHEREAS the Department is duly authorized to execute and administer contracts under A.R.S. §41-1954;

THEREFORE the Department and Contractor agree to abide by all the terms and conditions set forth in this Contract.

Contract Term: This contract shall be effective date of last signature and shall terminate on 6/30/2024, unless extended in accordance with the Special Terms and Conditions.

BY SIGNING THIS FORM ON BEHALF OF THE CONTRACTOR, THE SIGNATORY CERTIFIES HE/SHE HAS THE AUTHORITY TO BIND THE

CONTRACTOR TO THIS CONTRACT.

FOR AND ON BEHALF OF THE

ARIZONA DEPARTMENT OF ECONOMIC SECURITY:

FOR AND ON BEHALF OF THE

CONTRACTOR PINNACLE PREVENTION:

Signature of Authorized Individual Signature of Authorized Individual

Printed Name Printed Name

Title Title

Date Date

Contractor Mailing Address

Contractor Mailing Address (cont.)

Contact Name and Title

Phone number and Email address

Adrienne Z. Udarbe

Executive Director

04/13/2023

484 W. Chandler Blvd.

Chandler, AZ 85225

Adrienne Z. Udarbe, Executive Director

480-415-4563 adrienneudarbe@pinnacleprevention.org

Stacie Dearinure

Procurement Manager

4/20/2023

Table of Contents

Description:

Community Coordination � Local Food Purchase Assistance Cooperative Agreement Program (LFPA)

CONTRACTOR IS STRONGLY ENCOURAGED TO READ THE ENTIRE CONTRACT.

Table of Contents

Scope of Work

Exhibit A � Itemized Service Budget

Exhibit B � Certification of De Minimis

Exhibit C � LFPA Quarterly Progress Report

ADES Special Terms and Conditions

Uniform Terms and Conditions

Attachment 1 - Certification Regarding Lobbying

Attachment 2 - Participation in Boycott of Israel

Attachment 3 - Certification Regarding: Debarment, Suspension, Ineligibility and Voluntary Exclusion

Attachment 4 � Forced Labor of Ethnic Uyghurs Ban

Scope of Work

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA

Scope of Work

1. ADES Mission and Vision Statements

1.1 ADES Mission: The Arizona Department of Economic Security makes Arizona stronger by helping Arizonans reach their potential through temporary assistance for those in need, and care for the vulnerable.

1.2 ADES Vision: All Arizonans who qualify receive timely DES services and achieve their potential.

2. Purpose

2.1 Purpose Statement: The purpose of the Local Food Purchasing Assistance Cooperative Agreement Program (LFPA) known as �Let�s Grow Arizona,� is to maintain and improve food and agricultural supply chain resiliency. The goal is to strengthen Arizona�s local food system and build and expand economic opportunities for Socially Disadvantaged Producers, hereafter referred to as �Producers� through the following: 1) purchasing Arizona-grown food from local producers, 2) targeting purchases towards Producers, and 3) coordination and management of food distribution to Underserved Communities.

2.2 Legal Authority: A.R.S. § 41-1954(A)(6) provides ADES the authority to contract and incur obligations within the general scope of its activities and operations.

2.3 Funding: The fund source that supports this service is provided by the United States Department of Agriculture (USDA) for the Let�s Grow Arizona Local Food Purchasing Assistance Cooperative Agreement Program and other sources as available.

3. Service Description

3.1 Actual Service Description: To plan, prepare, develop, coordinate, and build the infrastructure necessary to implement LFPA program. Services will include the following:

3.1.1 Coordination and management of local food distribution to Underserved Communities:

Engagement and recruitment of Producers;

3.1.2 Training and technical assistance support;

3.1.3 Evaluation, monitoring, and reporting;

3.1.4 Additional services may be incorporated as the program develops and/or expands and additional funding becomes available.

4. Definitions

4.1 Authorized Markets: A retailer authorized to accept Senior Farmers Market Nutrition Program (SFMNP) and Farmers Market Nutrition Program (FMNP) benefits that includes but is not limited to, farmers� markets, roadside stands, and Community Supported Agriculture Programs (CSA).

4.2 Farmers Market Nutrition Program (FMNP): Provides for participants who are currently enrolled in the Arizona Supplemental Nutrition Program for Women, Infants, and Children (WIC) or who are on the waiting list to receive benefits from WIC.

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA

4.3 Senior Farmers Market Nutrition Program (SFMNP): Provides for participants that are seniors at least sixty (60) years of age and whose income is at or below 185% of annual poverty income guidelines or CFSP eligible.

4.4 Local or Regional Food: Food that is raised, produced, aggregated, stored, processed, and distributed in the locality or region where the final product is marketed to consumers. Locally and Regionally produced foods will fall into one of the following categories:

4.4.1 The final market and the origin of the product are within the same State, territory, or tribal land, or

4.4.2 The total distance the product travels, starting from the point of origin (farm or ranch) to the point of sale is, at most, 400 miles.

4.5 Producer: A farmer, rancher, producers, processors or distributors and other businesses who has been subject to discrimination on the basis of race, color, national origin, age, disability, sex, marital status, familial status, parental status, religion, sexual orientation, genetic information, political beliefs, reprisal, or because all or a part of an individual's income is derived from any public assistance program (Socially Disadvantaged); and is located in the state of Arizona or tribal region or within 400 miles of the delivery destination (Local or Regional).

4.6 Underserved Communities: Populations sharing a particular characteristic, as well as geographic communities, that have been systematically denied a full opportunity to participate in aspects of economic, social, and civic life (see Executive Order 13985, Executive Order on Advancing Racial Equity and Support for Underserved Communities Through the Federal Government, Jan 20, 2021).

5. General Requirements

The Contractor shall:

5.1 Comply with USDA program Section 5(c) of the Commodity Credit Corporation Charter Act (15 USC 714c(c)) (see Commodity Credit Corporation Charter Act).

5.2 Have the capability, including, but not limited to, appropriate staffing levels, availability of experienced staff and modern technology framework to administer and manage Producers to ensure compliance with the Let�s Grow Arizona LFPA and any other fund sources.

5.3 Create, utilize, and maintain a LFPA Policy and Procedures Manual (LFPA Manual), as may be amended. The LFPA Manual must be submitted to the ADES/Hunger Relief Program (HRP) within 30 days of contract execution. The LFPA manual must include, but is not limited to:

5.3.1 Program information, including program description, program eligibility, and program benefits that are in alignment with the strategy and goals specified in the LFPA Project Narrative approved by the USDA. (See the Local Food Purchase Assistance Cooperative Agreement Program.).

5.3.2 Contractor responsibilities, including an implementation plan, Authorized Markets policy and procedure manual, coupon book development and management, participant and authorized market surveys, participant materials, Producer/Authorized Market agreements, Producer/Authorized Market training, monitoring, administrative funding, usage and

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA accounting, records, reports, method for determining Producer eligibility that meets the definition specified in Section 3.5, and method for determining Underserved Community eligibility criteria.

5.3.3 Update LFPA Manual based on modifications and/or expansion of the program by ADES or USDA, as needed.

5.4 Coordination and Management of Local Food Distribution

5.4.1 Develop and establish agreements with Authorized Markets and/or Producers who have access to Underserved Communities, in accordance with approved LFPA Manual. Submit an agreement template to ADES/HRP for approval within 30 days of contract execution prior to issuing agreements.

5.4.1.1 Coordinate and manage the agreements to ensure operations are in compliance with the LFPA Manual.

5.4.1.2 Update agreements based on any modifications and/or expansion of the program by ADES or USDA, as needed.

5.4.1.3 Agreements shall specify one or both of the following local food purchasing participation options:

5.4.1.3.1 Coupon Distribution: Provide coupon booklets to Authorized Markets for distribution to eligible participants. This activity provides matching funds for existing coupon distribution through direct market sites that are already serving low-income families through other nutrition assistance programs, such as WIC and Senior Farmers Market Nutrition Program (FMNP).

5.4.1.3.2 Food Purchase and Distribution: Provide funds to Producers to purchase food and distribute to Underserved Communities.

5.4.2 Submit a list of local food distribution sites to ADES annually including the names and locations of partnering organizations receiving Local Foods that are distributed to Underserved Communities.

5.5 Engagement and Recruitment

5.5.1 Recruit and manage various Producers.

5.5.2 Collaborate with ADES and Arizona Food Bank Network to develop producer engagement lists.

5.5.3 Evaluate and establish new access points to recruit Producers to serve Underserved Communities.

5.5.4 Engage eligible Producers across Arizona around the two (2) local food purchasing participation options noted in Sections 5.4.1.3.1 and 5.4.1.3.2

5.5.5 Develop and disseminate materials/information regarding LFPA to encourage and promote participation with eligible Producers. Materials shall contain details on eligibility

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA participation, implementation, and food distribution options. Materials shall be submitted to ADES for review and approval prior to distribution.

5.6 Training and Technical Assistance

5.6.1 Develop and provide group and/or one-on-one training (i.e. online and in-person) to current and prospective Producers, to include but not limited to:

5.6.1.1 Best practices regarding purchasing, safety, and distribution of foods.

5.6.1.2 Best practices regarding dignity and equitable distribution of Local Food.

5.6.2 Implement Continuous Quality Improvement (CQI) practices informed by training and technical assistance feedback and outcomes.

5.6.3 Provide initial training in accordance with the LFPA Manual and ongoing training for all Producers, and any additional training as needed.

5.7 Evaluation and Monitoring

5.7.1 Conduct monitoring and ensure one hundred percent (100%) of all participating Producers and/or Authorized Markets are in compliance with the LFPA manual.

5.7.2 Create a monitoring tool to ensure program compliance and submit to ADES/HRP for approval within 90 days of contract execution.

5.8 Utilize backup and recovery procedures for computer systems to ensure no data is lost, and no disruption or degradation of services occurs.

5.9 Refrain from requesting and storing any data other than minimum required to comply with the reporting requirements of this contract.

5.10 Attend any mandatory training provided by ADES.

6. Payment for Services

6.1 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 (Exhibit A, as may be amended).

6.1.1 Authorization for performance of services under this contract shall be made only upon a duly approved Itemized Service Budget, which 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. ADES shall not have any legal obligation to pay for services in excess of the amount indicated on the Itemized Service Budget.

6.1.2 Budgets will be reviewed and may be adjusted accordingly based on the following: changes in award allocations from the funding source, failure to meet objectives proposed to be served, or programs not spending budgeted funds efficiently.

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA

6.2 If the Contractor elects to use the 10% de Minimis rate for indirect costs, they must complete and submit the Certification of de Minimis Indirect Cost Rate form (Exhibit B, as may be amended);

6.3 If the Contractor elects to use a federally negotiated indirect cost rate, they must provide a copy of the rate agreement with the Itemized Service Budget. If the federally approved indirect cost rate changes or is allowed to expire within the contract period, the Contractor must notify ADES of the changes.

7. Reporting Requirements

7.1 Submit all notices/correspondence/documents relevant to this contract electronically to the assigned Contract Specialist, or as directed by ADES.

7.2 Submit complete and accurate financial billing for all expenditures into the Division of Aging and Adult Services Reporting System (DAARS), or as directed by ADES by the fifteenth (15th) day following the end of each month.

7.2.1 Upload all required reports and documents with the financial billing each month. ADES will not process any invoices until all reports and documents have been uploaded into

DAARS.

7.3 Submit a LFPA Progress Report by the fifteenth (15th) day following the end of each quarter addressing the following indicators:

7.3.1 Percentage of new recruitment opportunities established by purchasing from Producers, and of those, what percentage will likely be sustained after the funding is expended.

7.3.2 Percentage of purchases distributed beyond current food distribution networks to serve Underserved Communities, and of those, what percentage will likely be sustained after the funding is expended.

7.4 Submit a Monthly Data Report by the fifteenth (15th) day following the end of each month addressing the following indicators:

7.4.1 Number of individuals served with matching funds (FMNP and SFMNP) each month per county and location.

7.4.2 Include amount distributed and redeemed.

7.5 Submit the LFPA Quarterly Progress Report (Exhibit C, as may be amended) by the fifteenth (15th) day following the end of each quarter.

7.6 Submit an Annual LFPA Report evaluating progress related to the following indicators by July

15th of each State Fiscal Year:

7.6.1 Percentage of new recruitment opportunities established by purchasing from Producers, and of those, what percentage will likely be sustained after the funding is expended.

7.6.2 Percentage of purchases distributed beyond current food distribution networks to serve Underserved Communities, and of those, what percentage will likely be sustained after the funding is expended.

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA

7.6.3 Develop a narrative identifying lessons learned around new marketing opportunities that have been established as well as an analysis of the distribution that occurred through new networks that could be scaled or expanded.

7.7 Participate in any mandatory evaluation and reporting requirements as determined by USDA.

7.8 Certificate(s) of Insurance

7.8.1 Submit current Certificate(s) of Insurance (COI) and endorsements within ten (10) days of contract award as required in the Special Terms and Conditions, Section 22 � Indemnification and Insurance and maintain a valid Certificate of Insurance on file with

ADES.

7.8.2 Prior to expiration of COI(s), the Contractor must submit a new COI(s) and endorsements to ADES.

7.8.3 ADES will not process any invoices until COI documents have been received and are in compliance with the Special Terms and Conditions.

Exhibit A � Itemized Service Budget

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA)

Exhibit A � Itemized Service Budget

Exhibit A provided as a separate fillable Excel document

Exhibit B Certification of De Minimis

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA

Exhibit B � Certification of De Minimis

Exhibit B provided as a separate fillable PDF document.

Exhibit C � LFPA Quarterly Progress Report

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA

Exhibit C � LFPA Quarterly Progress Report

Exhibit C provided as a separate fillable Excel document

ADES Special Terms and Conditions

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA)

ADES Special Terms and Conditions

1. Definition of Terms

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 the Department. 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 the Department.

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 $5,000.00 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.

1.9 �Should� Indicates something that is recommended but not mandatory. If the Contractor fails to provide recommended information, the State may, at its sole option, ask the Contractor to provide the information.

2. 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 the Department 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:

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA)

2.1.1 �This program was funded through a contract with the Arizona Department of Economic Security. Points of view are those of the author and do not necessarily represent the official position or policies of the Department.�

3. 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 the Department and may require an assignment of the Contract documented by a Contract Amendment. The Department may terminate this Contract pursuant to the Termination clauses of the Contract, if the Contractor does not obtain prior written approval or the Department determines that the change in ownership is not in the best interest of the State.

3.1.2 This Contract is voidable and subject to immediate cancellation by the Department 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 the Department.

3.1.3 The Contractor shall submit a detailed merger, reorganization and/or transition of ownership plan to the Department, for review at least sixty (60) days prior to the effective date of the proposed change.

4. 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 the State at reasonable times. Upon request, the Contractor shall produce the original of any or all such records.

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA)

5. Authorization for Services

5.1 Authorization for performance of services under this Contract shall be made only upon the issuance of a duly authorized Purchase Order (also referred to as Purchase Authorization or Release Order) . The Purchase Order 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 Purchase Order. The Department shall not have any legal obligation to pay for services in excess of the amount indicated on the Purchase Order.

5.2 No further obligation for payment shall exist on behalf of the Department unless:

5.2.1 The Purchase Order is changed or modified with an official procurement change order, and/or

5.2.2 An additional Purchase Order is issued for purchase of services under this Contract.

6. 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 the State shall be adjusted to exclude any significant amounts by which the State finds the price was increased because the Contractor-furnished cost or pricing data was inaccurate, incomplete or not current as of the date of certification. Such adjustment by the State 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.

7. Certification Regarding Lobbying

The Contractor agrees by submittal of the Certification Regarding Lobbying form, in compliance with 49 C.F.R. Part 20.

8. Code of Conduct

The Contractor shall avoid any action that might create or result in the appearance of having:

8.1 Inappropriate use or divulging of information gathered or discovered pursuant to the performance of its duties under the contract;

8.2 Acted on behalf of the State without appropriate authorization;

8.3 Provided favorable or unfavorable treatment to anyone;

8.4 Made a decision on behalf of the State that exceeded its authority, could result in partiality, or have a political consequence for the State;

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA)

8.5 Misrepresent or otherwise impeded the efficiency, authority, actions, policies, or adversely affect the confidence of the public or integrity of the State; or

8.6 Loss of impartiality when advising the State.

9. 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 $1,000 or more, through generally accepted and reasonable competitive bidding processes. Any procurement in violation of this provision shall be considered a financial audit exception.

10. Compliance with Applicable Laws

In addition to the Uniform Terms and Conditions, Section 7.6, the following shall apply:

10.1 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.

10.2 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.

10.3 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.

10.4 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.

10.5 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.

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA)

11. Confidentiality

11.1 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 the Department and to the Attorney General's Office as required by the terms of this Contract, by law or upon their request.

11.2 The Contractor shall comply with the requirements of Arizona Address Confidentiality Program, A.R.S. §41-161 et. seq. The Arizona Department of Economic Security will advise the Contractor as to applicable policies and procedures the Arizona Department of Economic Security has adopted for such compliance.

12. Contract Term and Option to Extend

12.1 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 one (1) year or as otherwise specified, unless terminated, cancelled, or extended as otherwise provided herein.

12.2 The State has no obligation to extend or renew this Contract. However, the State shall has the right, at its sole option, to renew the Contract in accordance with any extensions the State may receive for supplemental periods up to a maximum Contract term of five (5) years. In the event that the State 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.

12.3 Any extension or renewal must be made prior to the end of the Contract period specified in this Contract.

12.4 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.

13. Cooperation with the Department�s Investigation

All contractors, providers, vendors and volunteers are to cooperate fully and truthfully with any ADES investigation, including but not limited to an Investigation by Division or Internal Affairs. Failure to adhere to this policy may result in ADES taking whatever actions it deems appropriate, from removal of the subject and or witness from working with ADES clients up to terminating the Contract with ADES.

14. Data Sharing Agreement

14.1 When determined by the Department that sharing of confidential data will occur with the Contractor, the Contractor shall complete the ADES Data Sharing Request Agreement and submit the completed Agreement to the ADES Program Designated Staff prior to any work commencing or data shared. A separate Data Sharing Request Agreement shall be required between the Contractor and each DES Program sharing confidential data.

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA)

14.2 The Data Sharing Request Agreement is located at: http://des.az.gov/documents-center. In the �Search� field type �Data Sharing� and click �Apply�. The search will produce the following results:

14.2.1 Document Number J-119-Single (For requests involving a single division or program).

14.2.2 Document Number J-119-Multi (For requests involving multiple divisions or programs).

15. Equipment

15.1 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 the Department funds, shall be reported in accordance with Department inventory policies and procedures. The Contractor shall report Equipment purchased with contract funds to the Department within thirty (30) days of purchase, perform an annual inventory of all Equipment purchased with Department funds and submit the Equipment inventory form to the Department person designated to receive notices.

15.2 The Department 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. The Department shall be included as a co-insured on any insurance policy which covers Equipment purchased under this Contract.

15.3 The Contractor shall not dispose of any Equipment purchased under this Contract without the prior written consent of the Department 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.

15.4 Upon termination of this Contract, any Equipment purchased under this Contract shall be disposed of as directed by the Department and, if sold, the Department shall be compensated in the amount of its equitable interest.

15.5 Under a fixed price contract, Section 15.1 through 15.4 do not apply unless specifically required by federal or state law.

16. Evaluation

16.1 The Department 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.

16.2 As requested by the Department, the Contractor shall participate in third-party evaluations relative to Contract impact in support of Department goals.

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA)

17. E-Verify

In addition to the Uniform Terms and Conditions, Section 3.12, the following shall apply:

17.1 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.�)

17.2 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.

17.3 Failure to comply with a State 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.

17.4 The Department 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.

18. Fair Hearings and Service Recipients' Grievances

18.1 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 the Department any grievances arising from the delivery of contract services, including, but not limited to, ineligibility determination, reduction of services, suspension or termination of services, or quality of services. The Department may assert its jurisdiction to hear the grievance or refer the matter to the appropriate authority.

18.2 The Contractor, whenever authorized by law, shall maintain a formal system acceptable to and approved by the Department for reviewing and adjudicating grievances by service recipients or subcontractors arising from this Contract.

19. Federal Immigration and Nationality Act

In addition to the Uniform Terms and Conditions, Section 3.11, the following shall apply:

19.1 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 Procurement Officer 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.

19.2 The State may request verification of compliance for any Contractor or subcontractor performing work under the Contract.

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA)

20. Fees and Program Income

Unless specifically authorized in the Contract, the Contractor shall impose no fees or charges of any kind upon recipients for contract services.

21. 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 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.

22. Indemnification and Insurance

22.1 Indemnification Clause

22.1.1 To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless 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 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.

22.1.2 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.

22.2 Insurance Requirements

22.2.1 Contractor and subcontractors shall procure and maintain, until all 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

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA) performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors.

22.2.2 The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. 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.

22.3 Minimum Scope and Limits of Insurance

The Contractor shall provide coverage with limits of liability not less than those stated below.

22.3.1 Commercial General Liability (CGL) � Occurrence Form

Policy shall include bodily injury, property damage, and broad form contractual liability coverage.

General Aggregate $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

22.3.1.1 The policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its 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.

22.3.1.2 Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

22.3.2 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

22.3.2.1 Policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its 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

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA) of, the Contractor involving automobiles owned, hired and/or non-owned by the Contractor.

22.3.2.2 Policy shall contain a waiver of subrogation endorsement as required by this written agreement in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

22.3.3 Workers� Compensation and Employers' Liability

Workers' Compensation Statutory Employers' Liability

Each Accident $1,000,000 Disease � Each Employee $1,000,000 Disease � Policy Limit $1,000,000

22.3.3.1 Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

22.3.3.2 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).

22.4 Additional Insurance Requirements

The policies shall include, or be endorsed to include, as required by this written agreement, the following provisions:

22.4.1 The Contractor's policies, as applicable, shall stipulate that the insurance afforded the Contractor shall be primary and that any insurance carried by the Department, 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).

22.4.2 Insurance provided by the Contractor shall not limit the Contractor�s liability assumed under the indemnification provisions of this Contract.

22.5 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 the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA) reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to the assigned Contract Specialist or as directed by ADES.

22.6 Acceptability of Insurers

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.

22.7 Verification of Coverage

Contractor shall furnish the State of Arizona with certificates of insurance (valid ACORD form or equivalent approved by the State of Arizona) evidencing that Contractor has the insurance as required by this Contract, including, without limitation, policy renewals. An authorized representative of the insurer shall sign the certificates.

22.7.1 All such certificates of insurance and policy endorsements must be received by the State before work commences. The State�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.

22.7.2 Each insurance policy required by this Contract must be in effect at, or prior to, commencement of work under this Contract. Failure to submit the required certificates, endorsements and policies in full, or any failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach and may result in the Department�s termination of the Contract.

22.7.3 All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time.

22.8 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. The Department 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.

Description:

Community Coordination - Local Food Purchasing Assistance Cooperative Agreement Program (LFPA)

22.9 Approval and Modifications

The Contracting Agency, in consultation with State Risk, 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.

22.10 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.

23. IT 508 Compliance

Unless specifically authorized in the Contract, any electronic or information technology offered to the State of Arizona 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.

24. Levels of Service

24.1 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.

24.2 The Department 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 the Department and that the Department reserves the right to obtain like goods or services from other sources when such need is determined necessary by the Department.

24.3 Any administration within the Department may obtain services under this Contract.

24.4 Contract services may be moved or expanded to other site locations within the geographic area awarded only by a written Contract Amendment.

24.5 The Department 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 the Department may decrease and/or increase them by providing written notice to the Contractor.

24.6 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…