YH20-0087-05_CCC-S_Amend_18.docx_signed_2025.03.14.14.41.03__1_.pdf

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Attached to
Master Agreement AZ|CTR076218
Contract number
CTR076218
Issued by
Arizona

About this file

This document is a Contract Amendment between the Arizona Health Care Cost Containment System (AHCCCS) and Catholic Community Services of Southern Arizona, Inc., involving the transfer of a contract originally held by Good Neighbor Alliance. The amendment, numbered 18 and associated with Contract #YH20-0087-05, is effective February 1, 2025. The contract pertains to the Project for Assistance in Transition From Homeless (PATH) program under the DBHH (Behavioral Health and Housing) program.

The amendment effectuates a complete dissolution and transfer of Good Neighbor Alliance's assets and contractual obligations to Catholic Community Services of Southern Arizona, Inc. This includes all rights, requirements, and obligations from the original contract, specifically covering services detailed in pages 4-20 of the original Scope of Work. The transfer encompasses various assets such as cash equivalents, contracts, trade names, website domains, client data, business accounts, phone numbers, social media profiles, and real property located at 420 N. 7th Street in Sierra Vista, Arizona. The transfer is structured to ensure continuity of services and includes provisions for resolving any outstanding liabilities or receivables.

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Text version

CONTRACT AMENDMENT

1. AMENDMENT #:

2. CONTRACT #:

YH20-0087-05

3. EFFECTIVE DATE OF AMENDMENT:

Upon Final Signature

4. PROGRAM:

DBHH

5. CONTRACTOR/PROVIDER NAME AND ADDRESS:

Catholic Community Services of Southern AZ, Inc.

124 West 18th Street

Tucson, AZ 85701

6. PURPOSE:

To change the Contract assignment from Good Neighbor Alliance to Catholic Community Services of Southern Arizona Inc. effective February 1, 2025.

7. THE ABOVE REFERENCED CONTRACT IS HEREBY AMENDED AS FOLLOWS:

Background Good Neighbor Alliance (Contractor) was acquired by Catholic Community Services of Southern Arizona Inc.

effective February 1, 2025.

CONTRACT ASSIGNMENT

A. In accordance with the Uniform Terms and Conditions, Page 46, 5.3. Assignment and Delegation, Contract YH20-

0087-03, Project for Assistance in Transition From Homeless (PATH), is hereby assigned to Catholic Community Services of Southern Arizona, Inc., along with all the rights, requirements and obligations set forth in the Contract effective February 1, 2025.

1. The services affected are contained in Pages 4-20 of the Scope of Work, Contract No. YH20-0087.

2. The State of Arizona’s Uniform Terms and Conditions require the following:

P. 46, 5.3. Assignment and Delegation: The Contractor shall not assign any right nor delegate any duty under this Contract without prior written approval of the Procurement Officer. The State shall not unreasonably withhold approval.

3. The State of Arizona’s Special Terms and Conditions require the following:

P. 51, 1. Assignment of Contract and Bankruptcy: This contract is voidable and subject to immediate cancellation by the Procurement Officer upon the Contractor becoming insolvent or filing proceedings in bankruptcy or assigning rights or obligations under this contract without the prior written consent of the Procurement Officer.

4. Through this amendment Good Neighbor Alliance hereby assigns all rights and obligations under the above referenced contract (YH20-0087-01) to Catholic Community Services of Southern Arizona, Inc. effective February 1, 2025.

5. Catholic Community Services of Southern Arizona, Inc. has provided the Agency with Statement of Offeror’s Qualifications indicating the firm has the capacity and intention to carry out all terms and conditions of the contract. (See Attachment “B”)

6. This Contract Assignment is the result of a request initiated by Good Neighbor Alliance. AHCCCS has not imposed the assignment directly or indirectly upon either firm and both firms have independently requested approval for this Contract Assignment from the Procurement Officer.

7. This amendment also constitutes the approval of the assignment by AHCCCS.

Docusign Envelope ID: 493694AE-C789-47B2-AA2C-64FA1389E5EB

B. In accordance with a request from Catholic Community Services of Southern Arizona, a change outlining new payment remittance instructions is effective 02/01/2025.

Attachment “A” includes the following documents:

Exhibit A - Plan of Complete Dissolution of Good Neighbor Alliance, Inc. documentation

Exhibit B - Target Balance Sheet Exhibit C – Donated Assets

NOTE: Please sign, date, and return one scanned copy to: Marie Horn, Senior Procurement Specialist at marie.horn@azahcccs.gov

Electronic Submission: An electronic or portable document file (PDF) copy of this amendment shall serve as the original.

8. IN WITNESS WHEREOF THE PARTIES HERETO SIGN THEIR NAMES IN AGREEMENT.

9. NAME OF CONTRACTOR/PROVIDER:

CATHOLIC COMMUNITY SERVICES OF SOUTHERN ARIZONA,

INC.

10. ARIZONA HEALTH CARE COST CONTAINMENT

SYSTEM

SIGNATURE OF AUTHORIZED INDIVIDUAL: SIGNATURE:

TYPED NAME:

TYPED NAME:

TITLE:

TITLE:

DATE: DATE:

Tracey Thomas

Procurement Manager

3/11/20253/14/2025

Elena Dwyre

CEO

mailto:marie.horn@azahcccs.gov

PLAN OF COMPLETE DISSOLUTION OF

GOOD NEIGHBOR ALLIANCE, INC.

an Arizona nonprofit Corporation

This Plan of Complete Dissolution (the "Plan") is intended to constitute a plan of distribution under §10-11401(B) of the Arizona Nonprofit Corporation Act (the "Act") and accomplish the complete dissolution of Good Neighbor Alliance, Inc., an Arizona nonprofit corporation (the "Company"), in accordance with the Act.

1. Approval of Plan. The board of directors of the Company (the "Board") acted by unanimous written consent without a meeting on January 27, 2025 (the "Adoption Date") and determined that it is advisable and in the best interests of the Company and its constituents that the Company be dissolved pursuant to this Plan. This Plan will be submitted for approval or disapproval by the board of directors of Catholic Community Services of Southern Arizona, Inc., an Arizona nonprofit corporation ("CCS") as of the record date for determining CCS’ acceptance of the Company’s assets. This Plan will become effective as of the Adoption Date.

2. Articles of Dissolution and Effective Date. Subject to Section 14 hereof, promptly after the Adoption Date, but in no event later than February 1, 2025, the Company will file with the Arizona Corporation Commission (the "ACC") articles of dissolution in the form attached as Exhibit A (the "Articles of Dissolution") in accordance with the Act. Promptly after the Adoption Date, the Company will also submit for a tax clearance letter with the Arizona Department of Revenue. The dissolution will be effective as of February 1, 2025 (the "Effective Date").

3. Cessation of Business Activities. After the Effective Date, the Company will not engage in any new business activities except to the extent necessary to preserve the value of its assets and programing, wind up its business and affairs, and distribute its assets in accordance with this Plan.

4. Continuing Employees and Consultants. The Company may retain such employees and advisors as the Board deems necessary or desirable to supervise or facilitate the dissolution and winding up of the Company. The Company may, in the absolute discretion of the Board, but subject to approval by CCS and applicable legal requirements, pay the Company's employees, consultants, independent contractors, agents, advisors, and representatives, or any of them, regular compensation in connection with efforts they will be required to undertake, through the Effective Date, in connection with the implementation of this Plan. Notwithstanding the foregoing, as of the Effective Date, the employees of the Company will terminate their employment with the Company and enter into a new employment relationship with CCS.

5. Dissolution Process.

(a) Attached as Exhibit B is the anticipated Balance Sheet of the Company, as of the Effective Date (the "Target Balance Sheet"). The Target Balance Sheet includes, among the other assets of the Company: (i) all claims and obligations, including all contingent, conditional, or unmatured contractual claims, including prorated payroll liability and the cost of final filings, known to the Company; (ii) reasonable reserves to satisfy any claim against the Company that is the subject of a pending action, suit, or proceeding to which the Company is a party; and (iii) reasonable reserves to satisfy claims that have not been made known to the Company or that have not arisen but that, based on facts known to the Company, are likely to arise or to become known to the Company within 12 months after the date of dissolution (those items described in (i), (ii), and (iii) above are described as the "Claims and Obligations"). The Target Balance Sheet may only be updated upon written approval by CCS, which may not be unreasonably withheld.

(b) On the Effective Date, the Company will pay or make reasonable provision to pay all Claims and Obligations of the Company. All such Claims and Obligations will be paid in full and any such provision for payments made will be made in full if there are sufficient assets. If there are insufficient assets, such claims and obligations will be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of assets legally available therefor.

(c) The Company will donate to CCS all the assets listed on Exhibit C (the "Donated Assets"). The Donated Assets exclude (i) cash as required for paying or making reasonable provision for the Claims and Obligations of the Company described in the Target Balance Sheet as described in Section 5(b) above; (ii) grant and services contracts not specifically listed as Donated Assts; (iii) all employee relationships. It’s the parties intention that the Company will pay all Claims and Obligations such that CCS assumes no liability for Claims and Obligations of the Company, or successor liability associated with the Claims and Obligations.

Donation of the Donated Assets will be made as follows:

(i) On the Effective Date, all available cash and cash proceeds described on the Target Balance Sheet;

(ii) Prior to the Effective Date, the Company and CCS will open escrow with Jennifer Coons at Pioneer Title Agency, Inc., 520 797-2693, for transfer of the real property located at 420 N. 7th Street, Sierra Vista, AZ.

Transfer of the real property will occur as reasonably practical after the Effective Date, subject to CCS obtaining a commitment from Pioneer Title Agency, Inc., to issue title insurance to CCS in the form and of the content acceptable to CCS in its sole and absolute discretion. CCS will pay all escrow and title charges associated with the transfer of the real property.

Taxes and other property expenses will be prorated as of the actual transfer date;

(iii) On or as soon as possible following the Effective Date, open contracts and grants, including but not limited to AHCCCS Grant # YH20- 0087-003; ADOH # LCEH; ADOH # 561-24; AHC # 419-22; and AHC 505- 20 (collectively "Contracts") will be assigned to CCS upon approval or credentialing required by the granting agency. All assignments will contain an indemnification and release of lability for the Company’s activities prior to the date of assignment. All unpaid receivables related to the Contracts will be paid to CCS as an additional cash donation; and

(iv) On the Effective Date, the accounts receivable described on the Target Balance Sheet. If receivable funds are received by the Company after the Effective Date, the Company will immediately forward the cash proceeds from such receivable to CCS in satisfaction of the receivable.

(v) After the Effective Date, following the reasonable resolution of any contingent or unknown liabilities, any reserve cash and assets will be donated to CCS.

(d) The Company will file all final tax returns, making final payments, and closing any tax accounts or obligations required by any local, state, or federal law or regulation, including, but not limited to, filing Internal Revenue Service ("IRS") Form 990 to effect winding up its affairs and dissolving the Company.

6. Charitable Donation; No Private Inurement. Both the Company and CCS were formed and are operated as non-profit corporations, exclusively for charitable, religious, social and educational purposes within the meaning no Section 501(c)(3) of the Internal Revenue Code. Both organizations are focused on providing social, community, and health services to the people of southern Arizona. The donation of Donated Assets contemplated by this Plan are exclusively intended to further CCS’ tax-exempt purposes and for all purposes will be treated as a charitable donation. No portion of the Donated Assets will inure to the benefit of any director or officer of the Company, CCS, or any other private purpose. The Company will take any reasonable action requested by CCS after the Effective Date to effect the donation described in this Plan.

7. Conduct of the Company Following Approval of the Plan. Under the Act, dissolution of the Company is effective upon the filing of the Articles of Dissolution with the ACC or upon such future effective date as may be set forth in the Articles of Dissolution. Within 60 days after the Articles of Dissolution are approved by the ACC, the Board will cause the Articles of Dissolution to be published and an affidavit evidencing the publication will be filed with the ACC. The Board will also cause the tax clearance letter obtained from the Arizona Department of Revenue to be lodged with the ACC. The powers of the Board may continue after the Effective Date for the limited purpose of allowing them to take the necessary steps to wind-up the affairs of the Company.

8. Modification or Abandonment of the Plan. The Board may only modify, amend, or abandon this Plan and the transactions contemplated hereby to the extent permitted by the Act and with the written consent of ACC.

[Signatures to appear on next page]

IN WITNESS WHEREOF the following parties constituting the entire board of directors of the Company, acting for and on behalf of the Company, have approved this Plan as of the Adoption Date first set forth above.

THE COMPANY:

Good Neighbor Alliance, Inc.

an Arizona nonprofit corporation

Mignonne Hollis President and Director

Fr. Greg Adolf Vice-President and Director

Michelle Menninger Treasurer and Director

Bruce Johnson Secretary and Director

Brad Roland Director

ACCEPTANCE AND ACKNOWLEDGEMENT: on January 27, 2025 the board of directors of CCS approved this Plan. CCS agrees to receive the Donated Assets, effective as of the Effective Date.

Catholic Community Services of Southern Arizona, Inc.

Elena Dwyre Chief Executive Officer

Mignonne Hollis (Jan 27, 2025 16:36 MST) Mignonne Hollis

Bradley Roland (Jan 28, 2025 07:26 MST) Bradley Roland

Bruce Johnson (Jan 28, 2025 08:35 MST)

Gregory P. Adolf (Jan 28, 2025 09:31 MST) Gregory P. Adolf

Michelle Menninger (Jan 29, 2025 14:43 MST) Michelle Menninger

Exhibit A to Plan of Complete Dissolution

EXHIBIT A

ARTICLES OF DISSOLUTION

1. The name of the “Corporation” is: Good Neighbor Alliance, Inc.

2. The ACC File Number is: 07875650.

3. The Corporation was incorporated on September 18, 1996.

4. Dissolution of the Corporation was duly authorized by its board of directors effective the 27th day of January, 2025.

5. Upon the dissolution of the Corporation, all remaining assets of the Corporation will be distributed pursuant to the Corporation’s Plan of Dissolution either (i) for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or (ii) to one or more organizations exempt under section 501(c)(3) of the Internal Revenue Code.

6. The Corporation has no members.

I acknowledge under penalty of perjury that this document together with any attachments is submitted in compliance with Arizona law.

Executed this 27th day of January, 2025.

Good Neighbor Alliance, Inc.

By: Mignonne Hollis Its: President

Exhibit B to

EXHIBIT B

TARGET BALANCE SHEET

Good Neighbor Alliance Target Balance Sheet

Based on information provided by GNA's staff and advisors Per GNA's Accruals GNA Assets Estimated

QuickBooks & Other Estimated Estimated Donated GNA

Balances Adjustments Activity Balances to CCS Balances

Jan-23-25 Jan-23-25 1-23 - 1-31 Jan-31-25 Feb-01-25 Feb-01-25 Notes

ASSETS

Current Assets Bank Accounts 10000 National Bank Arizona #4406 60,604 (6,122) 54,482 (12,386) 42,096 Note: Remaining cash is for GNA to pay their liabilities

10100 National Bank Housing # 5451 4,186 - 4,186 (4,186) - Restricted checking for housing activity

10200 Savings # 2610 65,918 - 65,918 (65,918) - Includes restricted & unrestricted funds

10300 PayPal 3,554 - 3,554 (3,554) - Account used for contributions

Total Bank Accounts 134,263 - (6,122) 128,140 (86,044) 42,096

Accounts & grants receivable - 64,850 (28,101) 36,749 (36,749) - Estimated Accounts Receivable for AHC & PATH; see Schedule 1

Other Current Assets 13000 Undeposited Funds 300 (300) - - - Assume these funds are collected

14000 Employee Cash Advance 300 (300) - - - Assume these funds are collected

14500 Uncategorized Asset - - - -

Total Current Assets 134,863 64,850 (34,823) 164,889 (122,793) 42,096

Fixed Assets 15000 Assets in Service

Land & Building - 345,076 345,076 (345,076) - Estimated FMV of Land & Building from on tax assessment

15100 Building Improvements 27,678 27,678 (27,678) - 15200 Furniture and Fixtures 4,442 4,442 (4,442) - 15300 Office Equipment 7,872 7,872 (7,872) - 15400 Computers 12,560 12,560 (12,560) - 15500 Vehicles 7,559 7,559 (7,559) - 15600 Software 1,259 1,259 (1,259) - 15700 Small Dryers 5,265 5,265 (5,265) - 15900 Accumulated Depreciation (33,214) (33,214) 33,214 -

Total Fixed Assets 33,421 345,076 - 378,497 (378,497) - Other Assets

16000 Employee Receivables - - - -

TOTAL ASSETS 168,283 409,926 (34,823) 543,386 (501,290) 42,096

Note: GNA maintains their books and records on a Cash-basis; therefore several assets and liabilities had to be estimated for accrual purposes

Target Balance Sheet

Based on information provided by GNA's staff and advisors Per GNA's Accruals GNA Assets Estimated

QuickBooks & Other Estimated Estimated Donated GNA

Balances Adjustments Activity Balances to CCS Balances

Jan-23-25 Jan-23-25 1-23 - 1-31 Jan-31-25 Feb-01-25 Feb-01-25 Notes

LIABILITIES AND EQUITY

Liabilities Current Liabilities

Accounts Payable - 5,648 - 5,648 5,648 Monthly recurring & other expenses provided by GNA; see Schedule 1

Accrued Payroll & related - 28,263 (28,263) - - See Schedule 1

Reserve for Wind Down & Unknown costs - 35,000 - 35,000 35,000 Reserve for estimated Wind Down and other unforeseen liabilities

Credit Cards:

21000 Bank of Arizona Visa # 5280 4,036 (4,036) - - 22000 Bank of Arizona Visa # 0920 14 (14) - - Total Credit Cards 4,050 - (4,050) - - -

Lease Liabilities - leased vehicle - 1,448 1,448 1,448 Estimated liability with 4 payments remaining on leased vehicle

Other Current Liabilities:

23000 Payroll Taxes Payable (Liabilities)

23100 Federal FIT Taxes Payable - - - 23200 Social Security Tax Payable - - - 23300 Medicare Tax Payable - - - 23400 State SIT Taxes Payable - - - 23500 AZ Unemployment Taxes (SUI) - - - 23600 Aflac Supplemental (6) 6 - - 23700 Employee Garnishments 2,516 (2,516) - -

Total 23000 Payroll Taxes Payable 2,510 - (2,510) - - - 24000 Direct Deposit Payable - - - 25000 PayPal Tax Agency Payable - - - 26000 Legacy Foundation Loan - - - 27000 Catholic Community Services of AZ 15,000 (15,000) - - Assume this is an error; Need to discuss this with GNA's accountant

Total Other Current Liabilities 17,510 (15,000) (2,510) - - -

Total Current Liabilities 21,560 55,359 (34,823) 42,096 - 42,096

Total Liabilities 21,560 55,359 (34,823) 42,096 - 42,096 Equity 30000 Opening Bal Equity - - 33000 Retained Earnings 189,529 354,567 - 544,096 (501,290) * 42,806 * GNA entry to adjust Retained Earnings for assets donated to CCS

34000 Prior Period Adjustment (52,178) (52,178) (52,178) Net Revenue 9,371 9,371 9,371

Total Equity 146,723 354,567 - 501,290 (501,290) (0)

TOTAL LIABILITIES AND EQUITY 168,283 409,926 (34,823) 543,386 (501,290) 42,096

Note: GNA maintains their books and records on a Cash-basis; therefore several assets and liabilities had to be estimated for accrual purposes

Schedule 1

Based on information provided by GNA's staff and advisors Accruals

& Other Estimated Estimated

Balance Adjustments Activity Balances

Jan-23-25 Jan-23-25 1-23 - 1-31 Jan-31-25

Est. Accounts Receivable / Cash Receipts AHC-October reimbursement (currently pending) 9,059 (9,059) - AHC-November reimbursement-invoiced, in process 8,344 (8,344) - AHC-December reimbursement-invoiced, in process 8,029 8,029 AHC-January reimbursement 8,200 8,200 PATH November reimbursement - invoiced, in process 10,698 (10,698) - PATH December reimbursement - invoiced, in process 10,519 10,519 PATH January reimbursement 10,000 10,000

Total Est Accounts Receivable - 64,850 (28,101) 36,749

Accrued Payroll & Related Taxes, etc.

Payroll due on Jan. 31 for week ended Jan. 24 - (18,842) 18,842 -

Estimated Payroll for week ended Jan. 31 - (9,421) 9,421 -

Est. Total Accrued Payroll - (28,263) 28,263 -

Recurring expenses:

Cox Cable 485

SSVEC 900

Southwest Gas 300 Liberty Water Bill 175 Copier - leasing 200 Culligan Water 185 AFLAC Employee Paid Insurance 500 Cyber IT 260 Verizon Phones 362 Valley Imagining - Copier 20 Bookkeeping 500 Amazon Prime 17 Nextiva Phone Service - landlines 247 AAA Fort Storage 46 Herald Newspaper 16 Mister Carwash 20 Walmart PLUS membership 14

Philadephia Insurance 701 January premium

Bunk Beds - GNA portion due: 700 Total Recurring Expenses 5,648

Note: GNA maintains their books and records on a Cash-basis;

therefore several assets and liabilities had to be estimated for accrual purposes

Exhibit C to

EXHIBIT C

DONATED ASSETS

And all assets of Good Neighbor Alliance, Inc., an Arizona nonprofit corporation used in operation of its business, including, but not limited to:

1. All cash and cash equivalents of the Company, including but not limited to accounts receivable and uncollected fund from Contacts, not reserved in the Target Balance Sheet to pay dissolution liabilities;

2. The Contracts;

3. GNA’s trade names, dba’s, trademarks, logos, and any other use or affiliation to ‘Good Neighbor Alliance’;

4. Website domain svshelter.org, the associated website, passwords, and administrative privileges, including hosting and current website as built on the Effective Date and any analytics, advertising and historic data;

5. All client data including contact lists and all booking system and account access with historic data;

6. All accounts and information used in the management of the business, including accounting software with data backups, staffing software with data backups, etc.;

7. info@svshelter.org and all associated employee emails using @svshelter.org.

8. All phone numbers used in Seller’s business including 520.439.0776;

9. All social media profiles, including Facebook, Twitter, Instagram, Snapchat, and Google;

10. All photographic and video media;

11. The business resulting from all currently outstanding clients;

12. The real property located at 420 N. 7th Street, Sierra Vista, AZ; and

13. All personal property and equipment used in the business located at 420 N. 7th

Street, Sierra Vista, AZ.

Plan of Complete Dissolution - Good Neighbor Alliance Final Audit Report 2025-01-30

Created: 2025-01-27

By: Christopher Ambrosio (chris@ambrolaw.com)

Status: Signed

Transaction ID: CBJCHBCAABAAJ0HggI0og-aG6EVOUHLN8C4fEiqBeCIr

"Plan of Complete Dissolution - Good Neighbor Alliance" History Document created by Christopher Ambrosio (chris@ambrolaw.com)

2025-01-27 - 11:13:27 PM GMT

Document emailed to Mignonne Hollis (hollism@aredf.org) for signature

2025-01-27 - 11:16:54 PM GMT

Document emailed to fr.greg@standrewsv.org for signature

2025-01-27 - 11:16:54 PM GMT

Document emailed to Bruce Johnson (bruce4795@gmail.com) for signature

2025-01-27 - 11:16:55 PM GMT

Document emailed to michelle.menninger@hotmail.com for signature

2025-01-27 - 11:16:55 PM GMT

Document emailed to bradroland@goodneighboralliance.com for signature

2025-01-27 - 11:16:55 PM GMT

Document emailed to Elena Dwyre (elenad@ccs-soaz.org) for signature

2025-01-27 - 11:16:55 PM GMT

Email viewed by bradroland@goodneighboralliance.com

2025-01-27 - 11:17:54 PM GMT

Email viewed by Mignonne Hollis (hollism@aredf.org)

2025-01-27 - 11:34:35 PM GMT

Document e-signed by Mignonne Hollis (hollism@aredf.org) Signature Date: 2025-01-27 - 11:36:11 PM GMT - Time Source: server

Email viewed by Bruce Johnson (bruce4795@gmail.com)

2025-01-27 - 11:41:07 PM GMT

Signer bradroland@goodneighboralliance.com entered name at signing as Bradley Roland

2025-01-28 - 2:26:37 PM GMT

Document e-signed by Bradley Roland (bradroland@goodneighboralliance.com) Signature Date: 2025-01-28 - 2:26:39 PM GMT - Time Source: server

Document e-signed by Bruce Johnson (bruce4795@gmail.com) Signature Date: 2025-01-28 - 3:35:28 PM GMT - Time Source: server

Email viewed by fr.greg@standrewsv.org

2025-01-28 - 4:30:24 PM GMT

Signer fr.greg@standrewsv.org entered name at signing as Gregory P. Adolf

2025-01-28 - 4:31:30 PM GMT

Document e-signed by Gregory P. Adolf (fr.greg@standrewsv.org) Signature Date: 2025-01-28 - 4:31:32 PM GMT - Time Source: server

Email viewed by michelle.menninger@hotmail.com

2025-01-29 - 9:42:58 PM GMT

Signer michelle.menninger@hotmail.com entered name at signing as Michelle Menninger

2025-01-29 - 9:43:43 PM GMT

Document e-signed by Michelle Menninger (michelle.menninger@hotmail.com) Signature Date: 2025-01-29 - 9:43:45 PM GMT - Time Source: server

Email viewed by Elena Dwyre (elenad@ccs-soaz.org)

2025-01-30 - 11:23:45 PM GMT

Document e-signed by Elena Dwyre (elenad@ccs-soaz.org) Signature Date: 2025-01-30 - 11:25:00 PM GMT - Time Source: server

Agreement completed.

2025-01-30 - 11:25:00 PM GMT

Certificate Of Completion Envelope Id: 493694AE-C789-47B2-AA2C-64FA1389E5EB Status: Completed

Subject: Please Docusign YH20-0087-05 CCS of Southern AZ Amend 18

Source Envelope:

Document Pages: 15 Signatures: 2 Envelope Originator:

Certificate Pages: 5 Initials: 0 Marie Horn

AutoNav: Enabled

EnvelopeId Stamping: Enabled

Time Zone: (UTC-07:00) Arizona

801 E. Jefferson St.

Phoenix, AZ 85034 marie.horn@azahcccs.gov

IP Address: 64.207.219.137

Record Tracking Status: Original

3/10/2025 1:33:02 PM

Holder: Marie Horn marie.horn@azahcccs.gov

Location: DocuSign

Security Appliance Status: Connected Pool: StateLocal

Storage Appliance Status: Connected Pool: Arizona Health Care Cost Containment

System

Location: Docusign

Signer Events Signature Timestamp Tracey Thomas

Tracey.Thomas@azahcccs.gov

Procurement Manager

AHCCCS

Security Level: Email, Account Authentication (None)

Signature Adoption: Pre-selected Style

Using IP Address: 98.161.254.128

Sent: 3/10/2025 1:37:15 PM

Viewed: 3/11/2025 3:21:29 PM

Signed: 3/11/2025 3:21:52 PM

Electronic Record and Signature Disclosure:

Not Offered via Docusign

Elena Dwyre elenad@ccs-soaz.org

CEO

Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style

Using IP Address: 75.222.103.47

Sent: 3/12/2025 7:33:48 AM

Viewed: 3/14/2025 2:40:15 PM

Signed: 3/14/2025 2:40:25 PM

Electronic Record and Signature Disclosure:

Accepted: 8/19/2024 8:32:42 AM ID: 056f3dbb-3ea0-4f89-b5ce-f9fae9e1125d Company Name: Carahsoft OBO Arizona Health Care Cost Containment System

In Person Signer Events Signature Timestamp

Editor Delivery Events Status Timestamp

Agent Delivery Events Status Timestamp

Intermediary Delivery Events Status Timestamp

Certified Delivery Events Status Timestamp

Carbon Copy Events Status Timestamp Terrance Watkins

TerranceW@ccs-soaz.org

Security Level: Email, Account Authentication (None)

Sent: 3/12/2025 7:33:49 AM

Viewed: 3/12/2025 7:47:01 AM

Electronic Record and Signature Disclosure:

Carbon Copy Events Status Timestamp Accepted: 3/12/2025 7:32:17 AM ID: 61e878a4-1849-441c-9fc6-fb1dbc1f8da1 Company Name: Carahsoft OBO Arizona Health Care Cost Containment System

Budget

BUDGET@azahcccs.gov

Security Level: Email, Account Authentication (None)

Sent: 3/14/2025 2:40:27 PM

Electronic Record and Signature Disclosure:

Not Offered via Docusign

BHS Invoices

BhSInvoices@azahcccs.gov

DGA Finance Administrator

Security Level: Email, Account Authentication (None)

Sent: 3/14/2025 2:40:28 PM

Electronic Record and Signature Disclosure:

Accepted: 10/18/2023 9:36:15 AM ID: c0944450-a8df-47a0-be41-b49eb016664d Company Name: Carahsoft OBO Arizona Health Care Cost Containment System

Nereyda Ramirez nereyda.ramirez@azahcccs.gov

Finance Administrator

AHCCCS

Security Level: Email, Account Authentication (None)

Sent: 3/14/2025 2:40:28 PM

Electronic Record and Signature Disclosure:

Not Offered via Docusign

Julie Stevens

Julie.Stevens@azahcccs.gov

Security Level: Email, Account Authentication (None)

Sent: 3/14/2025 2:40:29 PM

Electronic Record and Signature Disclosure:

Not Offered via Docusign

Jennifer Quintana jennifer.quintana@azahcccs.gov

MHBG and PATH Administrator

AHCCCS

Security Level: Email, Account Authentication (None)

Sent: 3/14/2025 2:40:29 PM

Electronic Record and Signature Disclosure:

Accepted: 12/5/2024 3:15:42 PM ID: 0dedec5d-e4c2-485e-b6d0-c0f8d6d63b70 Company Name: Carahsoft OBO Arizona Health Care Cost Containment System

Witness Events Signature Timestamp

Notary Events Signature Timestamp

Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/10/2025 1:37:15 PM

Certified Delivered Security Checked 3/14/2025 2:40:15 PM

Signing Complete Security Checked 3/14/2025 2:40:25 PM

Completed Security Checked 3/14/2025 2:40:29 PM

Payment Events Status Timestamps

Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE

From time to time, Arizona Health Care Cost Containment System (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the

DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and

Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to

‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the

DocuSign system.

Getting paper copies

At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time

(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a

$0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent

If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind

If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically

Electronic Record and Signature Disclosure created on: 2/9/2023 8:44:33 AM Parties agreed to: Elena Dwyre, Terrance Watkins, BHS Invoices, Jennifer Quintana

Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given

us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact Arizona Health Care Cost Containment System:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: anthony.flot@azahcccs.gov

To advise Arizona Health Care Cost Containment System of your new email address

To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at anthony.flot@azahcccs.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from Arizona Health Care Cost Containment System

To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to anthony.flot@azahcccs.gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with Arizona Health Care Cost Containment System

To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:

i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may;

ii. send us an email to anthony.flot@azahcccs.gov and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software

The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically

To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:

You can access and read this Electronic Record and Signature Disclosure; and

You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and

Until or unless you notify Arizona Health Care Cost Containment System as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Arizona Health Care Cost Containment System during the course of your relationship with Arizona Health Care Cost Containment

System.

https://support.docusign.com/guides/signer-guide-signing-system-requirements https://support.docusign.com/guides/signer-guide-signing-system-requirements

CONTRACT ASSIGNMENT

2025-03-14T14:41:01-0700
Digitally verifiable PDF exported from www.docusign.com

File details come from the government source that posted it. Updated .