AGREEMENT RE KITH AND KIN PROGRAM FOR HEAD START WITH CANDELEN.PDF
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777 E. THOMAS ROAD, SUITE 200, PHOENIX, AZ 85014
(480) 829-0500 | www.candelen.org
Kith & Kin Program Partner Agreement Fiscal Year 2027
This non-financial Agreement (hereafter “Agreement”) is between Maricopa County, administered by its
Human Services Department, ("County") and Candelen (“Candelen”). Candelen and County collectively
are referred to as “the Parties” and individually as the “Party.” This Agreement shall be effective on July
1, 2026, or when the Parties have signed, whichever is later, and will terminate on June 30, 2027.
WHEREAS County, though its Human Services Department, Early Education Division provides its residents
with high quality education services to support eligible preschool children and families.
THEREFORE, County and Candelen, in consideration of the mutual covenants hereinafter contained,
hereto agree to the Scope of Work as follows:
1.
Program Implementation Contacts
Tabitha Fisher
Team + Relationship Manager
602-425-8764
tfisher@candelen.org
Elizabeth Murray
Team + Relationship Manager
602-909-6969
Emurray@candelen.org
Ashleigh Leonard
Team + Relationship Manager
480-220-6713
Aleonard@candelen.org
Chelsea Santiago
Team + Relationship Manager
602-561-0851
Csantiago@candelen.org
Community Partner
Maricopa County Head Start
1001 W Southern Ave Suite 106
Mesa, AZ 85210
602-372-3700
Jackie Thatcher
Family and Community Partnerships Manager
602-372-3775
jacqueline.thatcher@maricopa.gov
The Kith & Kin Program, a program of Candelen, is a 12-week series designed for family, friend and
neighbor (FFN) caregivers; grandparents, family members, friends, neighbors and unrelated adults that
support families with their childcare needs.
The Kith & Kin Program provides an Orientation session and education and technical assistance on seven
key topics including:
•
Ages and Stages
•
Brain Development
•
Language and Literacy
•
Nutrition
•
Parent & Caregiver Relationships
777 E. THOMAS ROAD, SUITE 200, PHOENIX, AZ 85014
(480) 829-0500 | www.candelen.org
•
Daily Schedules & Arranging the
Environment
•
Positive Behavior Support
In addition, the program includes education on four injury prevention topics including:
•
CPR
•
First Aid
•
Car Seat Safety
•
Home and Crib Safety
2.
Candelen’s responsibilities include:
2.1
Meeting with the partner organization to review program guidelines and establish
program schedule.
2.2
Assist in the recruitment of FFN caregivers for participation in the program.
2.3
Confirm that FFN caregivers live in the same region as the site where the Kith & Kin
series is being delivered.
2.4
Ensure that groups start and end as scheduled.
2.5
Create outreach materials and provide copies as needed (i.e. flyers, postcards, posters,
etc.).
2.6
Distribute and place outreach materials in targeted areas served by the program.
2.7
Facilitate weekly groups and on-site childcare by staff who have a fingerprint clearance
card.
2.8
Plan, develop, and implement evaluation efforts.
2.9
Provide transportation to and from the location for participants that live within a 5-mile
radius (as funding allows).
3.
Maricopa County Head Start responsibilities include:
3.1
In partnership with Candelen, identify the location, day, time and start and end dates for
Kith and Kin group.
3.2
Provide appropriate and consistent space for weekly Kith & Kin groups (unless delivered
virtually).
3.3
This includes a space for adult participants to attend the group.
3.4
An appropriate room where Candelen staff can provide on-site childcare that is
separated from where adult participants will be.
3.5
Ensure that the identified space is available each week as scheduled.
3.6
If a challenge with space occurs, the partner organization will contact Candelen staff
with a minimum of 24-hour notice.
3.7
If applicable, provide a point of contact for purposes of outreach, recruitment of
participants and assist with individual participant needs during the program.
3.8
Distribute outreach materials for the program.
3.9
Assist with recruiting and outreaching potential program participants (that live in the
same region as the site where the Kith & Kin series is being delivered).
3.10
Ensure participants recruited meet program eligibility and understand the commitment
for participation.
3.11
Provide the location’s emergency evacuation/lock down procedures and map for the
identified spaces.
777 E. THOMAS ROAD, SUITE 200, PHOENIX, AZ 85014
(480) 829-0500 | www.candelen.org
4.
TERM OF THE AGREEMENT
This Agreement shall be effective beginning 07/01/2026 through 06/30/2027 unless terminated
earlier by either Party pursuant to Paragraph 5 below.
5.
SUSPENSION OF WORK
The County may order Candelen, in writing, to suspend, delay, or interrupt all or any part of the
work of this Agreement for the period of time that the County determines appropriate for the
convenience of the County. No adjustment shall be made under this clause for any suspension,
delay, or interruption to the extent that performance would have been so suspended, delayed,
or interrupted by any other cause, including the fault or negligence of Candelen. No request for
adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted
in writing as soon as practicable after the termination of the suspension, delay, or interruption,
but not later than the date of final payment under the Agreement.
6.
STOP WORK ORDER
6.1
The County may, at any time, by written order to Candelen, require Candelen to stop all,
or any part, of the work called for by this Agreement for a period of 90 calendar days
after the order is delivered to Candelen, and for any further period to which the Parties
may agree. The order shall be specifically identified as a stop work order issued under
this clause. Upon receipt of the order, Candelen shall immediately comply with its terms
and take all reasonable steps to minimize the incurrence of costs allocable to the work
covered by the order during the period of work stoppage. Within a period of 90 calendar
days after a stop work is delivered to Candelen, or within any extension of that period to
which the Parties shall have agreed, the County shall either:
6.1.1
cancel the stop-work order; or
6.1.2
terminate the work covered by the order as provided in the Termination clause
of this Agreement.
6.2
The County may make an equitable adjustment in the delivery schedule and/or
Agreement price, or otherwise, and the Agreement shall be modified, in writing,
accordingly, if Candelen demonstrates that the stop work order resulted in an increase
in costs to Candelen.
7.
TERMINATION
7.1
Under A.R.S. § 38-511, the County may cancel this Agreement without penalty or further
obligation within three years (3) after execution of this Agreement, if any person
significantly involved in initiating, negotiating, securing, drafting, or creating this
Agreement on behalf of the County is, at any time while this Agreement or any
extension is in effect, an employee or agent of any other Party to the Agreement in any
capacity or consultant to any other Party of this Agreement with respect to the subject
matter of this Agreement.
7.2
Either Party may terminate this Agreement at any time by giving the other Party at least
thirty (30) calendar days prior notice in writing.
7.3
This Agreement may be terminated by mutual written agreement of the Parties. The
written agreement shall specify the termination date.
7.4
The County has the right to terminate this Agreement upon twenty-four (24) hour
notice when the County determines that the health or welfare of the participants are
endangered or that Candelen is not in compliance with the terms of the Agreement.
777 E. THOMAS ROAD, SUITE 200, PHOENIX, AZ 85014
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7.5
If not terminated by one of the above methods, this Agreement shall terminate upon
the expiration of the term stated on page 1 of this Agreement or any extended term
pursuant to an amendment.
8.
AVAILABILITY OF FUNDS
8.1
The provisions of this Agreement relating to payment for services shall become effective
when funds assigned for the purpose of compensating Candelen as herein provided are
actually available to the County for disbursement. The County shall be the sole judge and
authority in determining the availability of funds under this Agreement. The County shall
keep Candelen fully informed as to the availability of funds.
8.2
If any action is taken by any State agency, Federal department, or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in
connection with, this Agreement, the County may amend, suspend, decrease, or
terminate its obligations under, or in connection with, this Agreement. In the event of
termination, the County shall be liable for payment only for services rendered prior to
the effective date of the termination, provided that such services are performed in
accordance with the provisions of this Agreement. The County shall give written notice
of the effective date of any suspension, amendment, or termination under this section,
at least 10 days in advance.
9.
AMENDMENTS
Any changes to this Agreement shall be in writing and signed by both Parties.
10.
ADMINISTRATIVE CHANGE ORDERS
10.1
The Assistant Director for Early Education is authorized upon the recommendation of
the Human Services Department Director and Legal Counsel, to review and execute
administrative changes to the Agreement on behalf of the County through
Administrative Change Orders. Administrative Change Orders will be effective upon
execution by both the Parties. Administrative Change Orders shall address any of the
following changes:
10.1.1 Modifications to the project timeline if the last day of the project timeline is
within the Agreement term.
10.1.1.1
Modifications to Budget line items if the Agreement amount
remains unchanged.
10.1.1.2
Modifications required by federal, state, or County regulations,
ordinances, or policies; and/or
10.1.1.3
Modifications to Administrative requirements such as changes
in reporting periods, frequency of reports, or report formats required by the
federal, state or local regulations, policies, or requirements.
11.
NOTICES
Notifications and communications concerning this Agreement shall be directed to the
individuals identified on page one of the Agreement.
12.
EMPLOYMENT DISCLAIMER
12.1
This Agreement is not intended to constitute, create, give rise to, or to otherwise
recognize a joint venture, partnership, or other formal business association or
777 E. THOMAS ROAD, SUITE 200, PHOENIX, AZ 85014
(480) 829-0500 | www.candelen.org
organization of any kind, and the rights and obligations of the Parties shall be only those
expressly set forth in this Agreement.
12.2
Candelen agrees that no individual performing under this Agreement on behalf of
Candelen shall be considered a County agent, employee, or representative and those
individuals are not entitled to County civil service rights, County retirement rights, or
any other rights provided under the County personnel rules, nor shall those rights
accrue or apply to any such individual. Candelen shall have total responsibility for all
salaries, wages, bonuses, retirement, withholdings, workers’ compensation,
occupational disease compensation, unemployment compensation, other employee
benefits, and all taxes and premiums appurtenant thereto concerning such individuals
and Candelen shall indemnify, defend and hold harmless the County with respect to the
foregoing.
12.3
The County agrees that no individual performing under this Agreement on behalf of
County may be considered a Candelen agent, employee, or representative and that no
rights of Candelen retirement or Candelen personnel rules shall accrue or apply to any
such individual. The County shall have total responsibility for all salaries, wages,
bonuses, retirement, withholdings, workers’ compensation, occupational disease
compensation, unemployment compensation, other employee benefits, and all taxes
and premiums appurtenant thereto concerning such individuals and the County shall
indemnify, defend and hold harmless Candelen with respect to the foregoing.
12.4
The County and its agents, representatives, officials, officers, directors, employees,
volunteers, departments, agencies, boards, committees, and commissions shall not be
liable for any act or omission by Candelen or any and all of its agents, representatives,
officials, officers, directors, employees, volunteers, departments, agencies, boards,
committees, commissions, contractors, or subcontractors occurring in the performance
of this Agreement, nor shall the County and its agents, representatives, officials,
officers, directors, employees, volunteers, departments, agencies, boards, and
commissions be liable for purchases or contracts made by Candelen or any and all of its
agents, representatives, officials, officers, directors, employees, volunteers,
departments, agencies, boards, committees, commissions, contractors, or
subcontractors in connection with this Agreement.
13.
NONDISCRIMINATION, EQUAL OPPORTUNITY AND EQUAL ACCESS
Candelen agrees to comply with all provisions and requirements of Arizona Executive Order
2009-09 including flow down of all provisions and requirements to any contractors or
subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends
Executive order 75-5 and may be viewed and downloaded at the Arizona State Library Research
website: (http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1)
which is hereby incorporated into this Agreement as if set forth in full herein. In connection with
any service or other activity under this Agreement, Candelen shall not discriminate against any
employee, client, or any other individual in any way on the grounds of age, race, creed, color,
religion, sex, disability, political affiliation, belief or national origin. Candelen shall include this
clause in all of its subcontracts.
14.
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL IMMIGRATION
LAWS AND REGULATIONS
14.1
By entering into this Agreement, Candelen warrants compliance with the Immigration
and Nationality Act (INA using E-Verify) and all other Federal immigration laws and
777 E. THOMAS ROAD, SUITE 200, PHOENIX, AZ 85014
(480) 829-0500 | www.candelen.org
regulations related to the immigration status of its employees and A.R.S. § 23-214(A).
Candelen shall obtain statements from its subcontractors certifying compliance and
shall furnish the statements to the County upon request. These warranties shall remain
in effect through the term of the Agreement. Candelen and its subcontractors shall also
maintain Employment Eligibility Verification forms (I-9) as required by the Immigration
Reform and Control Act of 1986, as amended from time to time, for all employees
performing work under the Agreement and verify employee compliance using the E-
Verify system and shall keep a record of the verification for the duration of the
employee’s employment or at least three years, whichever is longer. I-9 forms are
available for download at https://www.uscis.gov/.
14.2
The County retains the legal right to inspect Candelen and subcontractor employee
documents performing work under this Agreement to verify compliance with the
previous paragraph of this section. Candelen and subcontractor shall be given
reasonable notice of the County’s intent to inspect and shall make the documents
available at the time and date specified. Should the County suspect or find that
Candelen or any of its subcontractors are not in compliance, the County will consider
this a material breach of the Agreement and may pursue any and all remedies allowed
by law, including, but not limited to: suspension of work, termination of the Agreement
for default, and suspension and/or debarment of Candelen. All costs necessary to verify
compliance are the responsibility of Candelen.
15.
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01
If Candelen engages in for-profit activity and has 10 or more employees, and if this Agreement
has a value of $100,000 or more, Candelen certifies it is not currently engaged in, and agrees for
the duration of this Agreement to not engage in, a boycott of goods or services from Israel. This
certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued
pursuant to 50 U.S.C. § 4842.
16.
FORCED LABOR
16.1
Candelen certifies that it does not currently, and agrees for the duration of the
Agreement, that it will not use:
16.1.1 The forced labor of ethnic Uyghurs in the People’s Republic of China.
16.1.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the
People’s Republic of China.
16.1.3 Any contractors, subcontractors or suppliers that use the forced labor or any
good or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China.
16.2
If Candelen becomes aware during the term of the Agreement that Candelen is
not in compliance with this paragraph, Candelen shall notify the County within
five business days after becoming aware of the noncompliance. If Candelen fails
to provide a written certification to the County that Candelen has remedied the
noncompliance within 180 days after notifying the County of its noncompliance,
then the Agreement terminates, except that if the Agreement termination date
occurs before the end the 180 day period, the Agreement terminates on the
Agreement termination date.
777 E. THOMAS ROAD, SUITE 200, PHOENIX, AZ 85014
(480) 829-0500 | www.candelen.org
17.
ASSIGNABILITY AND SUBCONTRACTING
No rights, liabilities, obligations, or duties under this Agreement may be assigned, delegated, or
subcontracted, in whole or part, without the prior written approval of the County. Candelen
shall bear all liability under this Agreement, even if it is assigned, delegated, or subcontracted, in
whole or in part, unless the County approves the assignment, delegation, or subcontract or
agrees otherwise.
18.
RIGHTS/OBLIGATIONS OF PARTIES ONLY
The terms of this Agreement are intended only to define the respective rights and obligations of
the Parties. Nothing in this Agreement shall create any rights or duties in favor of any potential
third-party beneficiary or other person, agency, or organization. Nothing in this Agreement shall
affect the legal liabilities of either Party by imposing any standard of care different from the
standard of care imposed by law.
19.
INDEMNIFICATION
19.1
To the fullest extent permitted by law, and to the extent that claims, damages, losses, or
expenses are not covered and paid by insurance purchased by Candelen, Candelen shall
defend, indemnify, and hold harmless the County, its agents, representatives, officers,
directors, officials, and employees from and against all claims, damages, losses, and
expenses (including, but not limited to attorneys’ fees, court costs, expert witness fees,
and the costs and attorneys’ fees for appellate proceedings) arising out of, or alleged to
have resulted from, the negligent acts, errors, omissions, or mistakes of Candelen, a
subcontractor, anyone directly or indirectly employed by them, or anyone for whose
acts they may be liable relating to the performance of this Agreement.
19.2
Candelen’s duty to defend, indemnify, and hold harmless the County, its agents,
representatives, agents, officers, directors, officials, and employees shall arise in
connection with any claim, damage, loss, or expense that is attributable to bodily injury,
sickness, disease, death, or injury to, impairment of, or destruction of tangible property,
including loss of use resulting therefrom, caused by negligent acts, errors, omissions, or
mistakes in the performance of this Agreement, but only to the extent caused by the
negligent acts or omissions of the Candelen, a subcontractor, any one directly or
indirectly employed by them, or anyone for whose acts they may be liable, regardless of
whether or not such claim, damage, loss, or expense is caused in part by a Party
indemnified hereunder.
19.3
The amount and type of insurance coverage requirements set forth herein will in no way
be construed as limiting the scope of the indemnity in this paragraph.
19.4
Nothing in this Agreement shall be construed as a waiver of sovereign immunity by
MCSSO, Maricopa County, or any applicable limitation of governmental liability under
Arizona law
20.
TAX INDEMNIFICATION
Candelen and all subcontractors shall pay all Federal, State, and local taxes applicable to its
operation and any persons employed by Candelen or the subcontractor. Candelen shall, and
require all subcontractors to, hold Maricopa County harmless from any responsibility for taxes,
damages, and interest, if applicable, contributions required under Federal and/or State and local
laws and regulations, and any other costs including: transaction privilege taxes, unemployment
compensation insurance, Social Security, and Workers’ Compensation. Candelen may be
777 E. THOMAS ROAD, SUITE 200, PHOENIX, AZ 85014
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required to establish, to the satisfaction of County, that any and all fees and taxes due to the a
municipality or the State of Arizona for any license or transaction privilege taxes, use taxes, or
similar excise taxes are currently paid (except for matters under legal protest).
21.
INSURANCE
21.1
Candelen, at Candelen’s own expense, shall purchase and maintain at a minimum, the
herein stipulated insurance in this Agreement from a company or companies duly
licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++ or
higher. In lieu of State of Arizona licensing, the stipulated insurance may be purchased
from a company or companies, which are authorized to do business in the State of
Arizona, provided that such insurance company or companies meet the approval of the
County. The form of any insurance policies and forms must be acceptable to the County
21.2
All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Agreement is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of County,
constitute a material breach of this Agreement.
21.3
In the event that the insurance required is written on a claims-made basis, Candelen
warrants that any retroactive date under the policy shall precede the effective date of
this Agreement and either continuous coverage will be maintained, or an extended
discovery period will be exercised for a period of two years beginning at the time work
under this Agreement is completed.
21.4
Candelen’s insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.
21.5
Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect the County’s right to coverage
afforded under the insurance policies.
21.6
The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to County under such policies. Candelen shall be solely
responsible for the deductible and/or self-insured retention and County, at its option,
may require Candelen to secure payment of such deductibles or self-insured retentions
by a surety bond or an irrevocable and unconditional letter of credit.
21.7
The insurance policies required by this Agreement, except Workers’ Compensation and
Errors and Omissions, shall name County, its agents, representatives, officers, directors,
officials, and employees as additional insureds or additional loss payees as applicable.
21.8
The Candelen’s policies shall stipulate that the insurance afforded by Candelen shall be
primary insurance and that any insurance carried by the County and its agents,
representatives, officials, officers, directors, employees, volunteers, departments,
agencies, boards, committees, and commissions shall be excess and not contributory
insurance, as provided by A.R.S. § 41-621.
21.9
Coverage provided by Candelen shall not be limited to the liability assumed under the
indemnification provisions of this Agreement.
21.10 Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance
with a limit of not less than $1,000,000 for each occurrence, $3,000,000
Products/Completed Operations Aggregate, and $3,000,000 General Aggregate Limit. The
policy shall include coverage for premises liability, bodily injury, broad form property
777 E. THOMAS ROAD, SUITE 200, PHOENIX, AZ 85014
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damage, personal injury, products and completed operations, and blanket contractual
coverage, and shall not contain any provisions that would serve to limit third party action
over claims. There shall be no endorsements or modifications of the CGL limiting the
scope of coverage for liability arising from explosion, collapse, or underground property
damage.
21.11 Errors and Omissions/Professional Liability Insurance:
Errors and Omissions (Professional Liability) insurance which will insure and provide
coverage for errors or omissions, or professional liability of Candelen for the Project, if
applicable, with limits of no less than $1,000,000 for each claim.
21.12 Worker’s Compensation:
21.12.1 Worker’s Compensation insurance to cover obligations imposed by federal and
state statutes having jurisdiction of Candelen’s employees engaged in the
performance of the work or services under this Agreement; and Employer’s
Liability insurance of not less than $1,000,000 for each accident, $1,000,000
disease for each employee, and $1,000,000 disease policy limit.
21.12.2 Candelen waives all rights against the County and its agents, representatives,
officials, officers, directors, employees, volunteers, departments, agencies,
boards, committees, and commissions for recovery of damages to the extent
these damages are covered by the Worker’s Compensation and Employer’s
Liability, or commercial umbrella liability insurance obtained by Candelen
pursuant to this Agreement.
21.13 Sexual Molestation and Physical Abuse:
21.13.1 When services involve working with children, elderly, or disabled individuals,
the insurance requirements in the Agreement must include coverage for "sexual
molestation and physical abuse." Coverage for this type of claim, or allegation, is
excluded from standard general liability policies. Therefore, if Candelen’s
services include working with or caring (or both) for children/elderly and
disabled persons, it should have its policies specifically endorsed to include this
coverage.
21.13.2 The policy shall be endorsed to include coverage for sexual molestation and
physical abuse at limits not less than $1,000,000.00 per occurrence and
$2,000,000.00 aggregate. These limits may be included within a General Liability
policy, Professional Liability policy, or provided by separate endorsement with
its own limits as required. Candelen and its Subcontractors must provide the
following statement on their Certificate(s) of Insurance: “Sexual molestation and
physical abuse coverage is included.” Policies/certificates stating that “Sexual
molestation and physical abuse coverage is not excluded” do not meet this
requirement.
21.14 Certificates of Insurance:
21.14.1 Within ten (10) calendar days following execution of this Agreement, Candelen
shall furnish the County, to the persons listed in Paragraph 9.0 (Notices) of this
Agreement, with valid and complete Certificates of Insurance, or formal
endorsements as required by the Agreement in the form provided by the
County, issued by Candelen’s insurer(s), as evidence that policies providing the
required coverage, conditions and limits as required by this Agreement are in
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full force and effect. Such certificates shall identify this Agreement number and
title.
21.15 In the event any insurance policy(ies) required by this Agreement is (are) written on a
claims made basis, coverage shall extend for two years past completion and acceptance
of Candelen’s work or services and as evidenced by annual Certificates of Insurance.
21.16 If a policy does expire during the life of the Agreement, a renewal certificate must be
sent to the County fifteen (15) calendar days prior to the expiration date.
21.17 Certificate holder shall be identified as:
Maricopa County
c/o Risk Management
301 W. Jefferson St., Suite 910
Phoenix, AZ 85003
21.18 Cancellation and Expiration Notice:
21.18.1 Applicable to all insurance policies required within the insurance requirements
of this Agreement, Candelen’s insurance shall not be permitted to expire, be
suspended, be canceled, or be materially changed for any reason without 30
days prior written notice to Maricopa County. Candelen must provide Maricopa
County, within ten business days of receipt, 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 Maricopa
County Human Services Department and shall be mailed, or delivered to 234 N.
Central Avenue, Phoenix, AZ 85004, or emailed to the Human Services
representative noted in the Agreement.
21.18.2 If Candelen provides professional or semi-professional personal services under
this Agreement for which malpractice or professional liability coverage is
available, such as medical, psychiatric, or legal services, then Candelen shall
carry minimum liability coverage of $1,000,000 each occurrence and provide the
County with proof of coverage.
21.18.3 Subcontractors: Candelen’s certificate(s) shall include all Subcontractors as
insureds under its policies, or Candelen shall furnish to the County separate
certificates for each subcontractor. All coverages for subcontractors shall be
subject to the minimum requirements identified above.
22.
FORCE MAJEURE
22.1
Neither Party shall be liable for failure of performance, nor incur any liability to the
other Party on account of any loss or damage resulting from any delay or failure to
perform all or any part of this Agreement if such delay or failure is caused by events,
occurrences, or causes beyond the reasonable control and without negligence of the
Parties. Such events, occurrences, or causes will include Acts of God/Nature (including
fire, flood, earthquake, storm, hurricane, or other natural disaster), war, invasion, act of
foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion,
revolution, insurrection, military or usurped power or confiscation, terrorist activities,
nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike,
and interruption or failure of electricity or telecommunication service.
22.2
Each Party, as applicable, shall give the other Party notice of its inability to perform and
particulars, in reasonable detail, of the cause of the inability. Each Party must use best
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efforts to remedy the situation and remove, as soon as practicable, the cause of its
inability to perform or comply.
22.3
The Party asserting Force Majeure as a cause for non-performance shall have the
burden of proving that reasonable steps were taken to minimize delay or damages
caused by foreseeable events, that all non-excused obligations were substantially
fulfilled, and that the other Party was timely notified of the likelihood or actual
occurrence which would justify such an assertion, so that other prudent precautions
could be contemplated.
23.
LICENSE REQUIREMENT
23.1
Candelen shall procure all permits, insurance, and licenses and pay the charges and fees
necessary and incidental to the lawful conduct of its business, and as necessary
complete any required certification requirements, required by any and all governmental
or non-governmental entities as mandated to maintain compliance with and in good
standing for all permits and/or licenses. Candelen shall keep fully informed of existing
and future trade or industry requirements, and Federal, State, and local laws,
ordinances, and regulations which in any manner affect the fulfillment of this
Agreement and shall comply with the same. Candelen shall immediately notify the
County of any and all changes concerning permits, insurance, or licenses.
23.2
Candelen is not relieved of its obligation to obtain and possess the required licenses by
subcontracting any portion of the Agreement.
24.
WAIVER OF TERMS, CONDITIONS, AND DEFENSES
The failure of either Party to insist on strict compliance in any one or more instances on
performance of any of the terms and conditions of, or to exercise any rights or privileges
contained in, this Agreement shall not be considered as waiving such terms, conditions, rights,
or privileges, and they shall remain in full force and effect. Nothing in this Agreement shall be
construed as consent to any lawsuits or waiver of any defenses in a lawsuit brought against the
County in any state or federal court.
25.
SEVERABILITY
If any provision of this Agreement is determined to be invalid, void, or illegal by a court, that
determination shall in no way affect, impair, or invalidate any other provision of this Agreement,
and the remaining provisions shall remain in full force and effect.
26.
COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be
considered an original, and all of which taken together shall be considered one and the same
instrument.
27.
CHOICE OF LAW AND VENUE
This Agreement shall be construed in accordance with and governed by the laws of the State of
Arizona. The proper venue for any proceeding relating to this Agreement shall be Maricopa
County, Arizona.
777 E. THOMAS ROAD, SUITE 200, PHOENIX, AZ 85014
(480) 829-0500 | www.candelen.org
28.
SURVIVAL
The indemnification, hold harmless, defense, and non-liability provisions of this Agreement shall
have full force and effect notwithstanding any other provisions in this Agreement and shall survive
the termination or expiration of this Agreement.
29.
DISABILITY REQUIREMENTS
Candelen agrees that any electronic or information technology offered under this Agreement
shall comply with A.R.S. §§ 41-2532 and 41-2533, and with 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.
30.
BACKGROUND CHECKS FOR EMPLOYMENT THROUGH CENTRAL REGISTRY
30.1
The provisions of A.R.S. § 8-804 (as may be amended) are incorporated in their entirety as
provisions of this Agreement.
30.2
Candelen warrants compliance with A.R.S. § 8-804 and all requirements for all employees,
(sub)contractors, and volunteers who provide direct service to juveniles or vulnerable
adults.
30.3
The information contained in the Central Registry must be used as a factor to determine
employment qualifications.
30.4
Volunteers who provide direct services to children or vulnerable adults shall have a
Central Registry Background Check that is to be used as a factor to determine
qualifications for volunteer positions.
30.5
A person who is disqualified because of a Central Registry Background Check may apply to
the Board of Fingerprinting for a Central Registry exception in accordance with A.R.S. § 41-
619.57. A person who is granted a Central Registry exception under A.R.S. § 41-619.57 is
not entitled to a contract, employment, licensure, certification, or other benefit solely
because the person has been granted a Central Registry exception.
30.6
Before being employed or volunteering in a position that provides direct services to
children or vulnerable adults under this Agreement, persons shall certify on forms
777 E. THOMAS ROAD, SUITE 200, PHOENIX, AZ 85014
(480) 829-0500 | www.candelen.org
provided by ADES whether an allegation of abuse or neglect has been made against them
and was substantiated.
30.7
A person awaiting receipt of the Central Registry Background Check may provide direct
services to juveniles or vulnerable adults after completion and submission of the Direct
Service Position certification form if the certification states:
30.7.1 The person is not currently the subject of an investigation of child abuse or
neglect in Arizona or another state or jurisdiction; and
30.7.2 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.
30.8
If the Central Registry Background Check specifies any disqualifying act and the person
does not have a Central Registry exception, then the person shall be prohibited from
providing direct services to participants under this Agreement.
30.9
Candelen shall maintain the Central Registry Background Check results and any related
forms or documents in a confidential file for six (6) years after the termination of this
Agreement.
30.10 The County may request proof that Central Registry Background Checks have been
completed, and those Background Checks shall be made available upon request.
31.
FINGERPRINTING
31.1
Candelen shall comply with, and shall ensure that all of Candelen’s employees,
independent contractors, (sub)contractors, volunteers, and other agents comply with all
applicable (current and future) legal requirements relating to fingerprinting, fingerprinting
clearance cards, certification regarding pending or past criminal matters, and criminal
records checks that relate to performance under this Agreement.
31.2
Applicable legal requirements relating to fingerprinting, certification, and criminal
background checks may include, but are not limited to the following:
31.2.1 A.R.S. §§ 36-594.01, 36-3008, 41-1964, and 46-141.
31.2.2 All applicable legal requirements relating to fingerprinting, fingerprint clearance
cards, certification regarding pending or past criminal matters, and criminal
records checks are incorporated in their entirety as provisions of this Agreement.
31.3
Candelen is responsible for knowing all legal requirements relating to fingerprinting,
fingerprint clearance cards, certifications regarding pending or past criminal matters, and
criminal records checks related to the Agreement’s performance.
31.4
To the extent A.R.S. § 46-141 is applicable to Agreement performance or the services
provided under this Agreement, the following provisions apply:
31.4.1 Personnel who are employed by Candelen, 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 (7) seven working days of employment.
31.4.2 Except as provided in A.R.S. § 46-141, this Agreement may be cancelled or
terminated immediately if a person employed by Candelen and who has contact
with juveniles certifies in accordance with 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 in the statute 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.
777 E. THOMAS ROAD, SUITE 200, PHOENIX, AZ 85014
(480) 829-0500 | www.candelen.org
31.4.3 The County may request proof that Central Registry Background Checks have
been completed, and the Background Checks shall be made available upon
request.
32.
SYSTEM FOR AWARD MANAGEMENT
The District shall have a valid Unique Entity Identifier (UEI) number and an active profile in the
federal System for Award Management, or SAM.gov. Documentation of the UEI Number must
be included in all project files. Candelen must remain current with its registration throughout
the term of the Agreement per 2 C.F.R. § 25.300; Appendix A to 2 C.F.R. § 25.
33.
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
33.1
The undersigned (authorized official signing on behalf of Candelen) certifies to the best
of his or her knowledge and belief, that Candelen, its current officers, and directors:
33.1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from being awarded any contract or grant by
any United States department or agency or any state, or local jurisdiction;
33.1.2 have not within three-year period preceding this Agreement:
33.1.2.1 been convicted of fraud or any criminal offense in connection with
obtaining, attempting to obtain, or as the result of performing a
government entity (Federal, State or local) transaction or contract; and
33.1.2.2 been convicted of violation of any Federal or State antitrust statutes or
conviction for embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen
property regarding a government entity transaction or contract; and
33.1.3 are not presently indicted or criminally charged by a government entity
(Federal, State or local) with commission of any criminal offenses in connection
with obtaining, attempting to obtain, or as the result of performing a
government entity public (Federal, State or local) transaction or contract;
33.1.4 are not presently facing any civil charges from any governmental entity
regarding obtaining, attempting to obtain, or from performing any
governmental entity contract or other transaction; and
33.1.5 have not within a three-year period preceding this Agreement had any public
transaction (Federal, State or local) terminated for cause or default.
33.2
Candelen shall include, without modification, this clause in all subcontracts related to
this Agreement.
34.
RELIGIOUS ACTIVITIES
Candelen agrees that costs, planned or claimed, including costs incurred, shall not include any
expense for any religious activity.
35.
POLITICAL ACTIVITY PROHIBITED
None of the funds, materials, property, or services contributed by the County or Candelen under
the Agreement shall be used in the performance of this Agreement for any partisan political
activity, or to further the election or defeat of any candidate for public officed.
777 E. THOMAS ROAD, SUITE 200, PHOENIX, AZ 85014
(480) 829-0500 | www.candelen.org
36.
RETENTION OF RECORDS
36.1
This provision applies to all financial and programmatic records, supporting documents,
statistical records, and other records of Candelen, which are reasonably considered
relevant to this Agreement.
36.2
Candelen shall retain all financial books, records, and other documents related to this
Agreement for six (6) years after the expiration date of this Agreement. County, federal,
or state auditors, and any other persons duly authorized by the County, shall have full
access to and the right to examine, copy and make use of any and all such financial
books, records, and other documents relevant to this Agreement.
37.
SAFEGUARDING OF PARTICIPANT INFORMATION
37.1
Candelen shall observe and abide by all applicable State of Arizona and federal statues,
rules, and regulations regarding the use or disclosure of information including, but not
limited to, information concerning applicants for and recipients of contracted services.
To the extent permitted by law, the Subrecipient shall release information to the
County, Department, Attorney General’s Office, or other designated agency as required
by the County by the terms of this Agreement or by law.
37.2
Candelen shall comply with the requirements of the Arizona Address Confidentiality
Program, A.R.S. §§ 41-161, et seq. The Department will advise the Subrecipient as to
applicable policies and procedures adopted for such compliance.
37.3
Candelen understands that client information collected under this Agreement is private
and the use or disclosure of such information, when not directly connected with the
administration of the Subrecipient's responsibilities with respect to services provided
under this Agreement, is prohibited unless written consent is obtained from such
person receiving service.
38.
PUBLIC RECORDS
37.1
Candelen acknowledges that the County is a public entity subject to the Arizona Public
Records Law (A.R.S. § 39-121 et seq.). This Agreement, any related materials, and
impact reports may be subject to public disclosure as required by law.
[Signatures contained on the following page]
777 E. THOMAS ROAD, SUITE 200, PHOENIX, AZ 85014
(480) 829-0500 | www.candelen.org
Candelen
For Maricopa County
Signature
Signature
Kate Brophy McGee
Printed Name
Printed Name
Chair of the Board
Title
Title
Date
Date
For Maricopa County
For Maricopa County
Signature
Signature
Juanita Garza
Deputy County Attorney
Printed Name
Printed Name
Clerk of the Board
Public Agency Legal Counsel
Title
Title
Date
Date