CTR078872_Contract_Documents.pdf

Direct Contract

Contract No.: CTR078872

Description: Civil Legal Aid – Statewide (Legal Assistance)

Rev. 03-2025, v12

Contract between the Arizona Department of Economic Security (the "Department") and Arizona Foundation for Legal Svcs and Education (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 October 1, 2025 or date of last signature whichever is later, and shall terminate on June 30, 2026, 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:

ARIZONA FOUNDATION FOR LEGAL SVCS AND

EDUCATION

Signature of Authorized Individual Signature of Authorized Individual

Printed Name Printed Name

Title Title

Date Date

Contractor Mailing Address

City, State, Zip Code

Contact Name

Title

Phone Number

Email Address

Stacie Dearinure

Procurement Manager

10/6/2025

Kevin S. Ruegg

CEO/Executive Director

10/02/2025

4201 N. 24th St, Ste. 210

Phoenix, Arizona 85016

Christine Groninger

Chief Strategy Officer

602-773-3402 chris.groninger@azflse.org

Table of Contents

CONTRACTOR IS STRONGLY ENCOURAGED TO READ THE ENTIRE CONTRACT.

Table of Contents

Scope of Work

Exhibit A - Quarterly Report Template

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

Attachment 5 – Affirmation of Central Registry Background Checks

Attachment 6 – Facility Location & Staffing Chart

Attachment 7 – Price Sheet

Scope of Work

1. ADES Mission and Vision Statements

1.1 ADES Mission: To strengthen individuals, families, and communities for a better quality of life.

1.2 ADES Vision: A thriving Arizona.

2. Purpose

2.1 Purpose Statement: To provide statewide Civil Legal Aid to low-income Arizonans consistent with the terms and restrictions of the Legal Services Corporation as of the Federal Fiscal Year 2025.

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

2.3 Funding: The funding source that will support this service is Arizona Senate Bill 1735.

3. Service Description

3.1 Taxonomy Definition: Legal Assistance- A service that provides consultation and representation of civil and legal matters.

3.2 Actual Service Description: Providing consultation, advice and representation regarding civil legal matters to protect the rights of low-income Arizonans. Services are statewide and may be provided directly and/or by subcontractors.

3.3 Background: Civil legal aid is essential for low-income Arizonans who cannot afford an attorney but need support in navigating the civil legal system. This funding aims to improve the lives of Arizonans through legal representation and collaborative methods.

4. Definitions

4.1 Client: A person using consultation, advice, and representation of civil matters.

4.2 Civil Legal Aid: Legal representation, legal advice, self-help clinics, document preparation and guidance on filing documents, general court procedure and location information, referrals to local, state, and federal agencies, safety planning, assistance in accessing other needed services, and court accompaniment.

4.3 Key Staff: Contractor program management and staff who submit reports and invoices to ADES.

4.4 Pro Bono: The offering of free legal services.

5. General Requirements

The Contractor shall:

5.1 Provide Civil Legal Aid in accordance with Arizona Rules of Professional Conduct, Arizona

Supreme Court Rule 42, as may be amended.

https://govt.westlaw.com/azrules/Document/NBF203A00717A11DAA16E8D4AC7636430?contextData=%28sc.Default%29&transitionType=Default https://govt.westlaw.com/azrules/Document/NBF203A00717A11DAA16E8D4AC7636430?contextData=%28sc.Default%29&transitionType=Default

5.2 Provide statewide direct one-on-one Civil Legal Aid to Clients.

5.3 Partner with agencies that currently provide free legal services, as referenced in the following:

https://azcourthelp.org/home/legal-aid-resources.

5.4 Provide all services in a culturally relevant and linguistically appropriate manner for the population to be served.

5.5 Provide services in accordance with the following goals:

5.5.1 Address the civil legal needs of low-income Arizonans;

5.5.2 Maximize the number of volunteer (Pro Bono) attorneys throughout the state who are trained to work with low-income households;

5.5.3 Provide public legal education and information to all Arizonans in a variety of mediums to increase understanding of civil legal rights; and

5.5.4 Create effective local response in rural, border communities and in Tribal areas.

5.6 Comply with the terms and restrictions of the Legal Services Corporation as of the Federal Fiscal Year 2025.

5.7 Develop partnerships and network with related programs and community agencies to provide immediate resolution to Client issues and expand resources.

5.7.1 Network with social service professionals within communities to expand their means to receive and disseminate information about the service.

5.8 Provide services in a manner that ensures Client confidentiality.

5.9 Provide Client assistance in accessing public benefits and other needed services and making appropriate referrals to local, state, federal agencies, and other social service organizations.

5.10 File legal documents.

5.11 Provide information and assistance to Clients on filing legal documents, general court procedure information, victim rights, and court locations.

5.12 Provide legal advice through self-help clinics for document preparation and guidance.

5.13 Develop and publish online and print materials to increase the knowledge of the general public about their civil legal rights, legal and court processes, relevant laws and court rules, and self-help resources and guidance to address civil legal issues without direct representation from a lawyer.

5.14 Address Client barriers to services effectively.

5.15 Ensure staff members and volunteers have no conflicts of interest in providing services.

5.16 Maintain and utilize a policy and procedure manual that includes, at a minimum, detailed intake procedures, program description, eligibility requirements, Client grievance procedures, nondiscrimination policy, and confidentiality requirements.

https://azcourthelp.org/home/legal-aid-resources

5.17 Provide Clients with information about available legal services, eligibility, rights, and grievance procedures.

5.17.1 Utilize Client grievance procedures to respond timely and effectively to complaints.

5.18 Provide a web-based resource that provides access to Civil Legal Aid and support for the general public.

5.19 Identify service gaps among Client populations.

5.19.1 Develop and implement services or resources to address service gaps to meet identified needs.

5.20 Provide ancillary services that are intended to otherwise address the legal needs of

Arizonans. Examples include providing expert assistance to tribes or communities relative to improved codes and policies, and the recruitment of attorneys to provide Pro Bono Client services.

5.21 Maintain Client-focused facility locations that offer sufficient Client waiting space or waiting rooms, adequate seating, and restrooms for program applicants and Clients.

5.21.1 This service may include mobile outreach.

5.21.2 If services are not able to be provided at the facility location, then services need to be provided virtually or in another environment that is Client-focused.

5.22 Maintain and utilize secure storage space and/or electronic system for confidential Client information.

5.23 Maintain documentation of services provided for each Client.

5.24 Communicate with the ADES electronically through email.

5.25 Utilize computer-based backup and recovery systems to ensure no data is lost, and no disruption or degradation of services occurs.

5.26 Utilize a computer based tracking system from which required reports shall be generated.

5.27 Capture necessary data in order to meet any reporting requirement.

5.28 Provide all personnel, the supervision, equipment, materials, training, and supplies necessary to perform the service.

5.29 Assist subcontractors providing direct services with the following:

5.29.1 Administrative assistance, training and technical assistance in support of administrative functions as needed or requested by subcontractors; and

5.29.2 Technical assistance through procedural interpretation or by additional research upon request.

5.30 Require subcontractors to comply with applicable administrative directives and forms.

5.31 Develop and present initial and refresher training to subcontractor staff as deemed necessary.

5.32 Maintain documentation that direct service staff and all subcontractors have received appropriate training and hold appropriate certification/licensure in accordance with their job descriptions.

5.33 Hold periodic meetings with subcontractors to communicate new developments, discuss problems, share ideas for improvements, and address other Contractor or ADES identified topic areas.

5.34 Develop a plan and submit it to ADES for approval within 90 days of contract award to conduct onsite monitoring of all subcontractors to include, but not limited to facilities, administrative and financial operations, and programmatic service delivery.

5.35 Utilize instruments for monitoring and evaluating subcontractors approved by ADES.

5.36 Address any non-performance findings identified during compliance monitoring and immediately inform ADES.

5.37 Notify the assigned ADES Contract Specialist in writing within seven (7) calendar days of any changes in Key Staff.

6. Licensure Requirements

6.1 Licensure/Certification: Provide services by or under the direction of a licensed attorney in compliance with Arizona Supreme Court Rules of Admission at https://www.azcourts.gov/cld/Attorney-Admissions.

7. Performance Measures Standards

7.1 Performance Measures and Goals will be mutually established utilizing Exhibit A, Quarterly Report

Template.

8. Payment Unit/ Payment for Services

8.1 Payment will be made in accordance with the Scope of Work at one (1) hour or (60) minutes as specified in the Price Sheet (Attachment 7). No payment will be made for "no-shows".

8.1.1 The Contractor shall invoice in one (1) hour increments, or round the total time to the nearest hour as follows: 29 minutes or less is rounded down, 30 minutes or more is rounded up.

8.1.2 The hourly rate is inclusive of all costs associated with the delivery of the service, including, but is not limited to direct and indirect services, staff time, and participation at staffing meetings, travel time, mileage, and administrative costs including insurance. ADES will not pay separately for these, or any other costs incurred by the Contractor.

9. Notices and Reporting Requirements

9.1 The Contractor shall submit the following items and all notices/correspondence relevant to this contract electronically to the assigned Contract Specialist or as directed by ADES.

https://www.azcourts.gov/cld/Attorney-Admissions

9.1.1 Submit a completed Part 2A: Project Goals & Objectives within the Quarterly Report

(Exhibit A, as may be amended) upon 30 days of Contract execution.

9.1.2 Submit a completed Quarterly Report (Exhibit A), as may be amended) no later than the

20th day following the end of each quarter.

9.1.3 Directly input monthly financial billing information in accordance with the provided system guides, as may be amended into the Division of Aging and Adult Reporting System (DAARS) no later than the 20th day following the end of each month, or as directed by

ADES.

9.2 Certificate(s) of Insurance

9.2.1 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 24, Indemnification and Insurance, and maintain a valid Certificate of Insurance, including policy renewals on file in the ADES certificate of insurance tracking portal, myCOI or as directed by ADES.

9.2.2 Prior to expiration of COI(s), the Contractor must submit/upload a new COI(s) and endorsements into the insurance tracking portal, myCOI, or as directed by ADES.

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

Exhibit A – Quarterly Report Template

Exhibit A - Quarterly Report Template

See attached Excel spreadsheet

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 this 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 Acceptance 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 “Contract Amendment” means a written document signed by the Procurement Officer that is issued for the purpose of making changes in the Contract.

1.4 “Department” The Arizona Department of Economic Security (ADES), unless otherwise indicated.

1.5 “Effective Date” The date the Contractor is to start delivering services. The Effective Date is specified on the Offer and Award or Signature Page.

1.6 “Equipment” All vehicles, furniture, machinery, electronic data processing (EDP) equipment, software and all other equipment costing $10,000.00 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).

1.7 “May” or “may” Indicates something that is not mandatory but permissible.

1.8 “Purchase Order” also known as “Purchase Authorization” or “Release Order” is an authorized document to procure goods or services.

1.9 “Shall or “shall” “Must” or “must” Indicates a mandatory requirement. Failure to meet these mandatory requirements may result in the rejection of a proposal as non-responsive.

1.10 “Should” or “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.

1.11 “Vulnerable adult” An individual who is eighteen (18) years of age or older who is unable to protect himself from abuse, neglect or exploitation by others because of a physical or mental impairment.

Vulnerable adult includes an incapacitated person as defined in A.R.S. §14-5101.

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:

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 this Contract documented by a Contract Amendment. The Department may terminate this Contract pursuant to the Termination clauses of this 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 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.

3.2 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.

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 this Contract, except if the Contractor is subject to Health Insurance Portability & Accountability Act of 1996 (Public Law 104-191) in which case such records shall be retained for six (6) years. All records shall be subject to inspection and audit by the State at reasonable times. Upon request by the Department or the Attorney General’s Office, the Contractor shall produce the original of any or all such records.

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 this 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. Background Checks for Employment through the Central Registry. If providing direct services to children or vulnerable adults, the following shall apply:

6.1 The provisions of A.R.S. § 8-804 (as may be amended) are hereby incorporated in their entirety as provisions of this Contract.

6.2 The Department will conduct Central Registry Background Checks and will use the information contained in the Central Registry as a factor to determine qualifications for positions that provide direct service to children or vulnerable adults for:

6.2.1 Any person who applies for a contract with this State and that person’s employees;

6.2.2 All employees of a contractor;

6.2.3 A subcontractor of a contractor and the subcontractor’s employees; and

6.2.4 Prospective employees of the contractor or subcontractor at the request of the prospective employer.

6.3 Volunteers who provide direct services to children or vulnerable adults shall have a Central Registry Background Check which is to be used as a factor to determine qualifications for volunteer positions.

6.3.1 A person who is disqualified because of a Central Registry Background Check may apply to the Board of Fingerprinting for a Central Registry exception pursuant to A.R.S. § 41-

619.57. A person who is granted a Central Registry exception pursuant to A.R.S. § 41-

619.57 is not entitled to a contract, employment, licensure, certification or other benefit because the person has been granted a Central Registry exception.

6.3.2 Before being employed or volunteering in a position that provides direct services to children or vulnerable adults, persons shall certify within the web portal by the Department whether an allegation of abuse or neglect was made against them and was substantiated. The certification are to be maintained as confidential.

6.4 A person in receipt of the Central Registry Background Check may provide direct services to ADES clients if the certification states:

6.4.1 The person is not currently the subject of an investigation of child abuse or neglect in

Arizona or another state or jurisdiction; and

6.4.2 The person has not been the subject of an investigation of child abuse or neglect in Arizona, or another state or jurisdiction, which resulted in a substantiated finding.

6.5 If the Central Registry Background Check specifies any disqualifying act and the person does not have a Central Registry exception, the person shall be prohibited from providing direct services to ADES clients.

6.6 The Contractor shall maintain the Central Registry Background Check results and any related documents in a confidential file for five (5) years after termination of this Contract.

6.7 The Contractor shall require each employee to submit a Central Registry Background Check , and retain in a confidential file for five (5) years after termination of this Contract. The Centralized Background Checks web portal can be found at https://cbc.az.gov.

7. 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 cost or pricing data furnished by the Contractor 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.

8. Certification Regarding Lobbying

In addition to the Uniform Terms and Conditions, Section 7.11, the following shall apply:

8.1 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 https://cbc.az.gov/ 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.

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

9. Code of Conduct

The Contractor shall avoid any action that either creates or result in the appearance of its having:

9.1 Divulging or made an inappropriate use of information gathered or discovered pursuant to the performance of its duties under this Contract;

9.2 Acted on behalf of the State without appropriate authorization;

9.3 Provided favorable or unfavorable treatment to anyone;

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

9.5 Misrepresented or otherwise impeded the efficiency, authority, actions, policies, or adversely affected the confidence of the public or integrity of the State; or

9.6 A loss of impartiality when advising the State.

10. Competitive Bidding

If the Contractor is authorized to purchase the supplies and equipment itemized in this Contract for utilization in the delivery of contract services, this 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.

11. Compliance with Applicable Laws

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

11.1 In accordance with A.R.S. § 36-557 as may be amended (Purchase of community developmental disabilities services; application; contracts; limitation), as applicable, all recipients of contract services shall have all of the same specified rights as they would have if enrolled in a service program operated directly by the State.

11.2 The Contractor shall comply with the requirements related to reporting to a peace officer or child protective services incidents of crimes against children as specified in A.R.S. §13-3620 as may be amended.

11.3 The Contractor shall comply with all applicable State and Federal statutes and regulations. This shall include A.R.S. § 23-722.01 as may be amended relating to new hire reporting, A.R.S. § 23-

722.02 as may be amended relating to wage assignment orders to provide child support, and A.R.S. § 25-535 as may be amended relating to administrative or court-ordered health insurance coverage for children.

11.4 The Contractor shall comply with the Administrative Simplification rules in Title II of the Health

Insurance Portability and Accountability Act of 1996 (P.L. 104-191) and all Federal regulations that are applicable to the operations of the Contractor by the dates required by the implementing Federal regulations as well as all subsequent requirements and regulations as published.

12. Confidentiality

12.1 The Contractor shall observe and abide by all applicable State and Federal statutes, rules and regulations regarding the use or disclosure of information including, but not limited to, information concerning applicants for and recipients of contract services. To the extent permitted by law, the Contractor shall release information to the Department and to the Attorney General's Office as required by the terms of this Contract, by law or upon their request.

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

13. Contract Term and Option to Extend

13.1 The term of the resultant Contract shall be effective the date specified on the Offer and Acceptance or Signature Page and shall remain in effect for one (1) year or as otherwise specified by this Contract, unless terminated, cancelled, or extended as otherwise provided herein.

13.2 The State has no obligation to extend or renew this Contract. However, the State shall have the right, at its sole option, to renew this 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.

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

Contract.

13.4 The Contractor shall not provide services prior to Contract term commencing or after the termination date of this Contract. There shall be no billable activity outside of this Contract effective dates except as otherwise authorized by the Department in writing.

14. Cooperation with the Department’s Investigation

All Contractors, providers, vendors and volunteers shall cooperate fully and truthfully with any Department investigation, including but not limited to an Investigation by Division or Internal Affairs. Failure to adhere to this condition may result in ADES taking all such actions it deems appropriate, including removal of Contractor personnel and/or witness from working with the Department clients up to termination of this Contract with the Department.

15. Data Sharing Agreement

15.1 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.

15.2 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:

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

16. Equipment

16.1 If the Contractor is authorized to purchase Equipment, it shall be itemized in this 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 in part with the Department funds, shall be reported in accordance with Department inventory policies and procedures. The Contractor shall report Equipment purchased under this 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.

16.2 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.

16.3 The Contractor shall not dispose of any Equipment purchased under this Contract without the prior written consent of the Department during and after this 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 this Contract.

16.4 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.

http://des.az.gov/documents-center

16.5 Under a fixed price contract, Section 16.1 through 16.4 do not apply unless specifically required by federal or state law.

17. Evaluation

17.1 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.

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

18. E-Verify

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

18.1 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.

18.2 A breach of a warranty regarding compliance with Federal and State immigration laws and regulations shall be deemed a material breach of this Contract and the Contractor may be subject to sanctions up to and including termination of this Contract.

18.3 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 this Contract and the Contractor may be subject to sanctions up to and including termination of this Contract.

18.4 The Department retains the legal right to inspect the papers of any employee who performs work under this Contract to ensure that the Contractor or subcontractor is complying with the warranty above.

19. Fair Hearings and Service Recipients' Grievances

19.1 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.

19.2 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.

20. Federal Immigration and Nationality Act

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

20.1 By entering into this 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 this 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 this Contract. I-9 forms are available for download at USCIS.GOV.

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

21. Fees and Program Income

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

22. Fingerprinting

22.1 Contractor shall comply with, and shall ensure that all of Contractor’s employees, independent contractors, subcontractors, volunteers and other agents comply with, all applicable (current and future) legal requirements relating to fingerprinting, fingerprint clearance cards, verification of fingerprint clearance cards, certifications regarding pending or past criminal matters, and criminal records checks that relate to contract performance.

22.2 Applicable legal requirements relating to fingerprinting, certification, and criminal background checks may include, but are not limited, to the following: A.R.S. §§ 36-594.01, 36-3008, 41-1964, and 46-141. All applicable legal requirements relating to fingerprinting, fingerprint clearance cards, certifications regarding pending or past criminal matters, and criminal records checks are hereby incorporated in their entirety as provisions of this Contract. The Contractor is responsible for knowing which legal requirements relating to fingerprinting, fingerprint clearance cards, certifications regarding pending or past criminal matters, and criminal records checks relate to contract performance.

22.3 To the extent A.R.S. § 46-141 is applicable to contract performance or the services provided under this Contract, the following provisions apply:

22.3.1 Personnel who are employed by the Contractor, whether paid or not, and who are required or allowed to provide services directly to juveniles or vulnerable adults shall have a valid fingerprint clearance card or shall apply for a fingerprint clearance card within seven (7) working days of employment.

22.3.2 Except as provided in A.R.S. § 46-141, this Contract may be cancelled or terminated immediately if a person employed by the Contractor and who has contact with juveniles certifies pursuant to the provisions of A.R.S. § 46-141 (as may be amended) that the person is awaiting trial or has been convicted of any of the offenses listed therein in this State, or of acts committed in another state that would be offenses in this State, or if the person does not possess or is denied issuance of a valid fingerprint clearance card.

22.4 Federally recognized Indian tribes may submit and the Department of Economic Security shall accept certifications that state that no personnel who are employed or who will be employed during this Contract term have been convicted of, have admitted committing or are awaiting trial on any offense as described in A.R.S. § 46-321 (as may be amended).

23. Inclusive Contractor

Contractor is encouraged to make every effort to utilize subcontractors that are small, women-owned and/or minority owned business enterprises. This may include subcontractors for a percentage of the administrative or direct service(s) being proposed. A 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 details 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 the proposed percentage of this

24. Indemnification and Insurance

24.1 Indemnification Clause

24.1.1 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.

24.1.2 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.

24.2 Insurance Requirements

24.2.1 Contractor and subcontractors shall procure and maintain, until all of their obligations have been discharged, including any warranty periods under this Contract, insurance against claims for injury to persons or damage to property arising from, or in connection with, the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors.

24.2.2 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.

24.3 Minimum Scope and Limits of Insurance

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

24.3.1 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

24.3.1.1 The policy shall include coverage for Sexual Abuse and Molestation (SAM).

This coverage may be sub-limited to no less than $500,000. The limits may be included within the General Liability limit or provided by separate endorsement with its own limits. If you are unable to obtain SAM coverage under your General Liability because the insurance market will not support it, it should it be included with the Professional Liability.

24.3.1.2 Contractor must provide the following statement on their Certificate(s) of Insurance: “Sexual Abuse and Molestation coverage is included” or “Sexual Abuse and Molestation coverage is not excluded.”

24.3.1.3 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.

24.3.1.4 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.

24.3.2 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

24.3.2.1 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 of, the Contractor involving automobiles owned, hired and/or non-owned by the Contractor.

24.3.2.2 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

24.3.3 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

24.3.3.1 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

24.3.3.2 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).

24.3.4 Professional Liability (Errors and Omissions Liability)

Each Claim $2,000,000 Annual Aggregate $2,000,000

If SAM coverage is being provided under this policy then Contractor must provide the following statement on their Certificate(s) of Insurance: “Sexual Abuse and Molestation coverage is included” or “Sexual Abuse and Molestation coverage is not excluded.” This coverage may be sub-limited to no less than $500,000.

24.3.4.1 In the event that the professional liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed.

24.3.4.2 Policy shall cover professional misconduct or wrongful acts for those positions defined in the Scope of Work of this contract.

24.4 Additional Insurance Requirements

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

24.4.1 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).

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

24.5 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 reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed or emailed to (Arizona Department of Economic Security C/O: myCOI, 1075 Broad Ripple Ave, Suite 313, Indianapolis, IN 46220 or support@myCOItracking.com).

24.6 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.

24.7 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. An authorized representative of the insurer shall sign the certificates.

24.7.1 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.

24.7.2 Each insurance policy required by this Contract must be in effect at, or prior to, commencement of work under this Contract. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach.

24.7.3 All certificates required by this Contract shall be sent as instructed by the requesting

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.

24.8 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.

24.9 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.

24.10 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.