ORAL HEALTH SERVICES AGREEMENT WITH TOOTH BUDDS, INC.PDF

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AGREEMENT 
BETWEEN 
MARICOPA COUNTY 
ADMINISTERED BY ITS 
HUMAN SERVICES DEPARTMENT 
AND 
TOOTH BUDDS, INC 
 
County Contract #: ________________________ 
Agreement Start Date: May 1, 2023 
Agreement Termination Date: May 1, 2025 
 
1.0 
PARTIES 
This non-financial Agreement (“Agreement”) is between Tooth BUDDS, Inc. (“Contractor”) and 
Maricopa County (“County”) administered by its Human Services Department, Early Education 
Division (“Department”), and pertains to Head Start Program services. The County and Contractor 
collectively are referred to as the “Parties” and individually as the “Party.”  
 
2.0 
PURPOSE 
2.1 
The purpose of this Agreement is to integrate Oral Health Services into the Head Start 
Program service delivery. Tooth BUDDS, Inc. will provide onsite dental equipment and 
oral health services to Head Start Program (Participants) at various Head Start Program 
locations.  
2.2 
The County and Contractor will collaborate to offer Oral Health Services to Participants 
ages 0-5.   
2.3 
Oral Health Services will be provided to ALL participants free of charge, regardless of 
economic status and only with the permission of the participant’s parent or guardian. 
 
3.0 
TERM OF AGREEMENT 
3.1 
The initial term of this Agreement is listed on page one of this Agreement. 
3.2 
This Agreement shall be effective upon approval and signature by both Parties. 
3.3 
The Agreement may be extended for two (2) additional two-year terms, provided the 
Parties are in compliance with the terms and conditions of this Agreement. Extensions 
must be in writing and approved and signed by both Parties. The Contractor must provide 
notice of intent to renew (60) calendar days prior to the end of the original or extended 
Agreement term, as applicable.   
 
4.0 
AMENDMENTS 
All Amendments to this Agreement shall be in writing and signed by authorized signers for both 
Parties. 
 
5.0 
SCOPE OF ORAL HEALTH SERVICES 
5.1 
The Contractor shall provide limited preventive Oral Health Services in accordance with 
oral health guidelines to Participants with completed parental or guardian consent forms.  
5.2 
The Contractor’s dentist, dental hygienist, and/or staff shall provide oral health care, which 
is determined to be necessary. Examples of the type of services to be provided by 
Contractor shall consist of:  
5.2.1 Exams/screenings, prophylaxis (cleaning), possible x-rays and restorative care, 
fluoride treatments, dental sealants as needed, Silver Diamine Fluoride and Silver 
Modified Atraumatic Restorative Technique (SMART) restorations, along with 
providing dental outreach to students and their families to encourage preventative 
oral health activities.  
5.2.2 Referrals for services that are not provided by the Contractor due to limitations.

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5.2.3 The Contractor cannot guarantee that other services providers shall be able or 
willing to provide the necessary services. 
 
6.0 
ENROLLMENT OF STUDENTS 
6.1 
The Contractor shall supply consent forms to Head Start program staff for distribution to  
Participant’s parent or guardian.  
6.2 
The Parties shall schedule Oral Health activities, identifying the following: 
6.2.1 Enrollment 
6.2.2 Locations 
6.2.3 Dates of Service 
6.2.4 Number of Participants to receive services 
6.2.5 Name and titles of Contractor staff that will provide the services 
6.3 
The Contractor will refer participants to their affiliated dentist for restorative care but 
participants are not obligated to be seen by the affiliated dentist.  
 
7.0 
RESPONSIBILITIES OF ORGANIZATIONS 
7.1 
Contractor shall: 
7.1.1 Recruit and either hire or subcontract with dentists and dental hygienist(s) and/or 
Independent contractors, who are licensed to practice dentistry in the State of 
Arizona and shall provide all other staffing, equipment and supplies as necessary.  
7.1.2 Design and implement a quality assurance and improvement program to monitor 
compliance with established dental practice guidelines and applicable local, state 
and federal laws and regulations. 
7.1.3 Provide Oral Health Services in compliance with established dental practice 
guidelines and applicable local, state and federal laws and regulations. 
7.1.4 Provide Oral Health education workshops to Participants and/or parents or 
guardians.  
7.1.5 Be responsible for preparation and retention of dental records and shall ensure 
that patient confidentiality is strictly maintained in accordance with all laws and 
dental guidelines including HIPAA, FERPA, and state laws regarding pupil and 
health care records. 
7.1.6 Require all employees, contractors, and volunteers have a fingerprint clearance 
card and shall not permit anyone who does not pass the background check to 
participate in any onsite program activities or to have any contact with Participants. 
The County reserves the right to exclude any Contractor employees, contractors, 
or volunteers from the premises.  
7.2 
The County shall: 
7.2.1 Distribute information on the Oral Health services and assist Participant’s parents 
or guardians with completing enrollment information. 
7.2.2 Identify and schedule sites where services will be provided: 
7.2.2.1 Ensure sufficient Head Start staff are available at each scheduled site 
7.2.2.2 Ensure Participant’s parent and guardians are aware of dates when 
Participants are to receive services; 
7.2.3 Ensure facilities have adequate space for services to be provided, which may 
require space for: 
7.2.3.1 2-3 dental chairs,  
7.2.3.2 A hand-washing sink,   
7.2.3.3 Sterilization set up and  
7.2.3.4 Education workshops.  
7.2.4 Ensure staff is available to provide language translation as necessary.

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8.0 
TERMINATION  
8.1 
Under A.R.S. § 38-511, the County may cancel this Agreement without penalty or further 
obligation within three years after execution of this Agreement if any person significantly 
involved in initiating, negotiating, securing, drafting, or creating this Agreement on behalf of 
the County is, at any time while this Agreement or any extension of this Agreement is in 
effect, an employee or agent of any other party to the Agreement in any capacity or 
consultant to any other party of the Agreement with respect to the subject matter of the 
Agreement. Additionally, under A.R.S § 38-511, the County may recoup any fee or 
commission paid or due to any person significantly involved in initiating, negotiating, 
securing, drafting, or creating this Agreement on behalf of the County from any other party 
to this Agreement arising as the result of this Agreement. 
8.2 
Either Party may terminate this Agreement at any time by giving the other Party at least sixty 
(60) calendar days prior notice in writing (unless terminated by the Board of Supervisors 
under the Availability of Funds provision). The notice shall be given by either mail or via 
email to the persons listed in Section 9 (Notices) of this Agreement. 
8.3 
This Agreement may be terminated by mutual written agreement of the Parties specifying 
the termination date therein. 
8.4 
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 service recipients are 
endangered, or the Contractor’s non-compliance jeopardizes funding source financial 
participation. If not terminated by one of the above methods, then this Agreement shall 
terminate upon the expiration of the term stated on page one of this Agreement or expiration 
of any extended term described in Section 4.0 (Amendments). 
 
9.0 
NOTICES 
Notifications and communications concerning this Agreement shall be directed to the following: 
 
County: 
Name: Nancy Kessay 
Title: Family & Community Partnerships Manager 
Maricopa County Human Services Department – Early Education Division 
Address: 1001 W. Southern Ave, Suite #106, Mesa, Arizona 85210 
Telephone: 602-372-3775 
Email: Nancy.Kessay@maricopa.gov 
 
Tooth BUDDS, Inc: 
Name: McCall Smith  
Title: Maricopa County Program Director 
Tooth BUDDS, Inc. 
Address: PO Box 14432, Mesa, Arizona 85216 
Telephone: 602-653-6207 
Email: toothbuddsmccall@gmail.com 
 
Name: MiQuel McRae 
Title: Executive Director/Founder 
Tooth BUDDS, Inc. 
Telephone: 928-965-1534 
Email: toothbuddsinc@gmail.com 
 
10.0 
EMPLOYMENT DISCLAIMER   
10.1 
This Agreement is not intended to constitute, create, give rise to, or otherwise recognize a 
joint venture agreement, partnership, or other formal business association or organization

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of any kind, and the rights and obligations of the Parties shall be only those expressly set 
forth in this Agreement. 
10.2 
The Contractor agrees that no individual performing under this Agreement on behalf of the 
Contractor 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. The Contractor 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 shall indemnify, defend and hold 
harmless the County with respect to the foregoing. 
10.3 
The County agrees that no individual performing under this Agreement on behalf of County 
may be considered a Contractor agent, employee, or representative and that no rights of 
the Contractor civil service, Contractor retirement, or Contractor 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 the Contractor with respect to the foregoing. 
 
11.0 
SAFEGUARDING OF PARTICIPANT INFORMATION 
The use or disclosure by either Party of any information concerning an applicant for, or recipient of, 
service under this Agreement is directly limited to the conduct of this Agreement. The Contractor 
and any and all of its agents, representatives, officials, officers, directors, employees, volunteers, 
departments, agencies, boards, committees, and commissions shall safeguard the confidentiality 
of this information, just as they would safeguard their own confidential information.  
 
12.0 
GENERAL INDEMNIFICATION 
To the extent permitted by law, the Contractor shall, and shall cause any of its Subcontractors, to 
indemnify, defend, save and hold harmless the County, any jurisdiction or agency issuing any 
permits for any work arising out of this Agreement, and their respective agents, representatives, 
officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, 
and commissions (“Indemnitee”) from and against any and all claims, demands, actions, liabilities, 
damages, losses, judgments, or expenses (including court costs, attorney and expert fees, and 
costs of claim processing, investigation, and litigation) (“Claims”): A.) that either directly or 
indirectly are caused by, arise from, or relate to breach of this Agreement by the Contractor and 
any of its Subcontractors, or any of the agents, representatives, officials, officers, directors, 
employees, volunteers, departments, agencies, boards, committees, or commissions of the 
Contractor and any of its Subcontractors; and B.) for bodily injury or personal injury (including 
death), or loss or damage to tangible or intangible property that are either directly or indirectly 
caused by, arise from, or relate to, or are alleged to be caused by, arise from, or relate to, in whole 
or in part, the negligent or willful acts or omissions of the Contractor and any of its Subcontractors, 
or any of the agents, representatives, officials, officers, directors, employees, volunteers, 
departments, agencies, boards, committees, or commissions of the Contractor and any of its 
Subcontractors. This indemnity includes any claims or amounts arising out of or recovered under 
the Workers’ Compensation Law or arising out of the failure of the Contractor or any of its 
Subcontractors to conform to any federal, state, or local laws, statutes, ordinances, rules, 
regulations, or court decrees. 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 the Contractor and any of its Subcontractors from and against any 
and all Claims. It is agreed that the Contractor and any of its Subcontractors will be responsible 
for primary loss investigation, defense, and judgment costs where this indemnification is 
applicable.

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13.0 
NON-LIABILITY 
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 the Contractor or any and all of its agents, representatives, officials, officers, directors, 
employees, 
volunteers, 
departments, 
agencies, 
boards, 
committees, 
commissions, 
(sub)contractors, and vendors occurring in the performance of this Agreement, nor shall the 
County and its agents, representatives, officials, officers, directors, employees, volunteers, 
departments, agencies, boards, committees, and commissions be liable for purchases or 
contracts made by the Contractor or any and all of its agents, representatives, officials, officers, 
directors, employees, volunteers, departments, agencies, boards, committees, commissions, 
(sub)contractors, and vendors in connection with this Agreement. 
 
14.0 
INSURANCE 
14.1 
The Contractor shall and shall cause any of its subcontractors to purchase and maintain 
the minimum insurance stipulated in this Agreement from a company or companies duly 
licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++6. 
In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a 
company that is or companies that are authorized to do business in the State of Arizona, 
provided that such insurance company is or companies meet the approval of the County. 
The form of any insurance policies and forms must be acceptable to the County.  
14.2 
All insurance required under this Agreement shall be maintained in full force and effect 
until all work or service required to be performed under the terms of this Agreement is 
satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion 
of the County, constitute a material breach of this Agreement. 
14.3 
The Contractor’s insurance shall be primary insurance as respects the County, and any 
insurance or self-insurance maintained by the County shall not contribute to it. 
14.4 
Any failure to comply with the claim reporting provisions of the insurance policies or any 
breach of an insurance policy warranty shall not affect coverage afforded under the 
insurance policies to protect the County. 
14.5 
The insurance policies may provide coverage that contains deductibles or self-insured 
retentions. Such deductible or self-insured retentions shall not be applicable with respect 
to the coverage provided to the County under those policies. The Contractor shall be solely 
responsible for the deductible and/or self-insured retention and the County, at its option, 
may require the Contractor to secure payment of such deductibles or self-insured 
retentions by a surety bond or an irrevocable and unconditional letter of credit. 
14.6 
The County reserves the right to request and to receive, within ten (10) working days, 
certified copies of any or all of the insurance certificates required under this Agreement. 
The County shall not be obligated to review policies or endorsements or to advise the 
Contractor of any deficiencies in such policies and endorsements, and such receipt shall 
not relieve the Contractor from, or be deemed a waiver of, the County’s right to insist on 
strict fulfillment of the Contractor’s obligations under this Agreement. 
14.7 
The insurance policies required by this Agreement, except Workers’ Compensation, shall 
name the County and its agents, representatives, officers, officials, directors, employees, 
volunteers, departments, agencies, boards, committees, and commissions as Additional 
Insureds. 
14.8 
The policies required under this Agreement, except Workers’ Compensation, shall contain 
a waiver of transfer of rights of recovery (subrogation) against the County, its agents, 
representatives, officers, officials, directors, employees, volunteers, departments, 
agencies, boards, committees, and commissions for any claims arising out of the 
Contractor’s work or service. 
14.9 
The Contractor’s policies shall stipulate that the insurance afforded the Contractor shall 
be primary insurance and that any insurance carried by the County and its agents, 
representatives, officers, officials, directors, employees, volunteers, departments,

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agencies, boards, committees, and commissions shall be excess and not contributory 
insurance, as provided by state (see A.R.S. § 41-621). 
14.10 Coverage provided by the Contractor shall not be limited to the liability assumed under the 
indemnification provisions of this Agreement. 
14.11 Commercial General Liability: Commercial General Liability insurance and, if necessary, 
Commercial Umbrella insurance with a limit of not less than $1,000,000 for each 
occurrence, and $2,000,000 General Aggregate Limit. The policy shall include coverage 
for premises liability, bodily injury, broad form property damage, personal injury, products 
and completed operations and blanket contractual coverage, and shall not contain any 
provisions that would serve to limit third party action over claims. There shall be no 
endorsements or modifications of the CGL limiting the scope of coverage for liability 
arising from explosion, collapse, or underground property damage. 
14.12 Workers’ Compensation: Workers’ Compensation insurance to cover obligations imposed 
by federal and state statutes having jurisdiction of the Contractor’s employees engaged in 
the performance of the work or services under this Agreement; and Employer’s Liability 
insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each 
employee, and $1,000,000 disease policy limit. 
14.13 The Contractor waives all rights against the County and its agents, representatives, 
officers, officials, directors, employees, volunteers, departments, agencies, boards, 
committees, and commissions for recovery of damages to the extent these damages are 
covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella 
liability insurance obtained by the Contractor pursuant to this Agreement. 
14.14 Sexual Molestation and Physical Abuse: When services involve working with these groups 
of individuals, the insurance requirements in this Agreement need to be revised to include 
coverage for "sexual molestation and physical abuse." Coverage for this type of claim, or 
allegation, is excluded from standard general liability policies. Therefore, the Contractor 
whose services include working with or caring for (or both) children, elderly persons, and 
disabled persons should have those policies specifically endorsed to include this 
coverage. 
14.15 Minimum Limits: 
General Aggregate 
 
 
 
 
$2,000,000 
Each Occurrence Limit 
 
 
 
$1,000,000 
Sexual Abuse/Molestation 
 
 
 
$1,000,000 
14.16 Certificates of Insurance: Upon Agreement execution, the Contractor shall furnish the 
County with valid and complete certificates of insurance or formal endorsements as 
required by the Agreement, issued by the Contractor’s insurer(s), as evidence that policies 
providing the required coverage, conditions and limits required by this Agreement are in 
full force and effect. Such certificates shall identify this Agreement number and title. 
14.17 Prior to commencing work or services under this Agreement, the Contractor shall have 
insurance in effect as required by the Agreement in the form provided by the County, 
issued by the Contractor’s insurer(s), as evidence that policies providing the required 
coverage, conditions and limits required by this Agreement are in full force and effect. 
Such certificates shall be made available to the County upon ten (10) business days. BY 
SIGNING THE AGREEMENT PAGE, THE CONTRACTOR AGREES TO THIS 
REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN 
CANCELLATION OF AGREEMENT. 
14.18 In the event any insurance policy(ies) required by this Agreement is (are) written on a 
“claims made” basis, coverage shall extend for two years past completion and acceptance 
of the Contractor’s work or services and as evidenced by annual Certificates of Insurance. 
14.19 Cancellation and Expiration Notice: Insurance required herein shall not be permitted to 
expire, be canceled, or materially changed without thirty (30) days prior written notice to 
the County.

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14.20 If a policy does expire during the life of the Agreement, a renewal certificate must be sent 
to County fifteen (15) days prior to the expiration date. 
14.21 If the Contractor provides professional or semi-professional personal services under this 
agreement for which malpractice or professional liability coverage is available, such as 
medical, psychiatric, or legal services, Contractor shall carry minimum liability coverage 
of $2,000,000 each occurrence and provide the County with proof of coverage. 
14.22 Contractors: The Contractor’s certificate(s) shall include all subcontractors as insureds 
under its policies or Contractor shall furnish to Maricopa County separate certificates for 
each subcontractor. All coverages for subcontractors shall be subject to the minimum 
requirements identified above.  
14.22.1 
Approval: Any modification or variation from the insurance requirements in 
any Agreement must have prior approval from the County whose decision shall be 
final.  
 
15.0 
COMPLIANCE WITH APPLICABLE LAWS 
15.1 
The Contractor shall comply with all applicable laws, ordinances, resolutions, executive 
orders, rules, regulations, standards, and codes of the federal, state, and local 
governments whether specifically referenced in this Agreement. Specifically, the following 
apply: 
15.1.1 Unless exempt under federal law, the Contractor shall comply with Title VII of the 
Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, 
and State Executive Order No. 75-5, as updated in State Executive Order No. 99-
4 (Executive Order No. 2009-09 superseded Executive Order No. 99-4 and 
amended Executive Order No. 75-5), which mandates that all persons, regardless 
of race, color, religion, sex, age, national origin, or political affiliation, shall have 
equal access to employment opportunities. The Contractor shall comply with the 
Rehabilitation Act of 1973, as amended, which prohibits discrimination in the 
employment of qualified persons because of physical or mental disability. The 
Contractor shall comply with the requirements of the Fair Labor Standards Act of 
1938, as amended. 
15.1.2 The Contractor shall comply with Title VI of the Civil Rights Act of 1964, which 
prohibits the denial of benefits of, or participation in, contract services on the basis 
of race, color, or national origin. The Contractor shall comply with the requirements 
of Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits 
discrimination on the basis of disability, in delivering contract services; and with 
Title II of the Americans with Disabilities Act, and the Arizona Disability Act, which 
prohibits discrimination on the basis of physical or mental disabilities in the 
provision of contract programs, services, and activities. 
15.1.3 The Contractor shall not discriminate upon the basis of race, color, creed, religion, 
ancestry, national origin, sex, gender, sexual orientation, gender identity, disability, 
age, marital status or status with regard to the benefits of, or participation in, or 
use of the programs, services, and activities. 
15.1.4 The Contractor warrants that it is in compliance with A.R.S. § 41-4401 and further 
acknowledges that: 
15.1.4.1 
The Contractor and their (sub)contractors and vendors, if any, warrant 
their compliance with all federal immigration laws and regulations that 
relate to their employees and their compliance with A.R.S. § 23-214; 
15.1.4.2 
A breach of a warranty under this Sub-subsection 13.1.4 shall be 
deemed a material breach of this Agreement that is subject to penalties 
up to and including termination of this Agreement; and 
15.1.4.3 
The Contractor retains the legal right to inspect the papers of any 
(sub)contractors and vendors employee who works on this Agreement 
to ensure that the Contractor are complying with the warranty provided

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under the subsections listed above and that the Contractor agrees to 
make all papers and employment records of said employee(s) available 
during normal working hours in order to facilitate such an inspection. 
 
16.0 
CERTIFICATION 
REGARDING 
DEBARMENT, 
SUSPENSION 
INELIGIBILITY 
AND 
VOLUNTARY EXCLUSION 
16.1 
The undersigned, by signing this Agreement, represents that he or she has the authority to 
bind the Contractor to the terms of this Certification. The Contractor certifies to the best of 
its knowledge and belief that it and its principals: 
16.1.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible 
or voluntarily excluded from covered transactions by any federal department or 
agency; 
16.1.2 Have not within a 3-year period preceding the Agreement Start Date, been convicted 
of or had a civil judgment rendered against them for: (1) the commission of fraud or 
a criminal offense in connection with obtaining, attempting to obtain, or performing 
a public (federal, state, or local) transaction or contract under a public transaction; 
(2) the violation of any federal or State antitrust statutes, or (3) the commission of 
embezzlement, theft, forgery, bribery, falsification or destruction of records, making 
false statements, or receiving stolen property; 
16.1.3 Are not presently indicted or otherwise criminally or civilly charged by a 
governmental entity (federal, State, or local) with commission of any of the offenses 
enumerated in subparagraph 16.1.2 above (2) of this certification; 
16.1.4 Have not, within a 3-year period preceding this Agreement, had one or more public 
transactions (federal, state, or local) terminated for cause or default; 
16.1.5 Shall immediately notify the County if, at any time during the term of this Agreement, 
it is debarred, suspended, declared ineligible, or voluntarily excluded from 
participation. The County may pursue available remedies in the event of such 
occurrence, including immediate termination of this Agreement; and 
16.1.6 Shall not enter into a subcontract or sub-recipient agreement with any person or 
organization that is debarred, suspended, declared ineligible, or voluntarily excluded 
from participation. The County may pursue available remedies in the event of such 
occurrence, including immediate termination of this Agreement without liability. 
16.1.7 The Contractor shall include, without modification, this language of this Certification, 
in all agreements with sub-recipients and other sub(contractors); in all lower tier 
covered transactions, and in all solicitations for lower tier covered transactions in 
accordance with 45 C.F.R. Part 76. 
16.1.8 If the Contractor is not able to provide this Certification, an explanation as to why 
shall be immediately provided to the County, Attention: Deputy Director, at the 
address set forth on the Notice section of this Agreement. 
 
17.0 
FEDERAL IMMIGRATION AND NATIONALITY ACT 
17.1 
The Contractor understands and acknowledges the applicability of the Immigration Reform 
and Control Act of 1986 (IRCA). The Contractor agrees to comply with the IRCA in 
performing under this Agreement and to permit the County to inspect personnel records 
to verify such compliance. 
17.2 
By entering into this Agreement, the Contractor warrants compliance with the Federal 
Immigration and Nationality Act (FINA) and all other Federal immigration laws and 
regulations related to the immigration status of its employees. The Contractor shall obtain 
statements from their subcontractors certifying compliance and shall furnish the 
statements to the Deputy Director upon request. These warranties shall remain in effect 
through the term of the Agreement. The Contractor and their subcontractors shall also 
maintain Employment Eligibility Verification forms (I-9) as required by the U.S. Department

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of Labor’s Immigration and Control Act for all employees performing work under the 
Agreement.  I-9 forms are available for download at USCIS.GOV. 
17.3 
The County may request verification of compliance for any employee or subcontractor 
performing work under the Agreement. Should the County suspect or find that the 
Contractor or any of its subcontractors are not in compliance, then the County may pursue 
any and all remedies allowed by law, including, but not limited to: suspension of work, 
termination of the Agreement for default, and suspension and/or debarment of the 
Contractor. All costs necessary to verify compliance are the responsibility of the Contractor 
or its subcontractor. 
 
18.0 
BACKGROUND CHECKS FOR EMPLOYMENT THROUGH CENTRAL REGISTRY 
18.1 
The provisions of A.R.S. § 8-804 (as may be amended) are incorporated in their entirety 
as provisions of this Agreement. 
18.2 
The Contractor 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. 
18.3 
The information contained in the Central Registry must be used as a factor to determine 
employment qualifications.  
18.4 
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.  
18.5 
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 
because the person has been granted a Central Registry exception. 
18.6 
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 provided 
by the ADES whether an allegation of abuse or neglect has been made against them and 
was substantiated. 
18.7 
A person awaiting receipt of the Central Registry Background Check may provide direct 
services to juveniles or vulnerable adults after completion and submittal of the Direct 
Service Position certification form if the certification states: 
18.8 
The person is not currently the subject of an investigation of child abuse or neglect in 
Arizona or another state or jurisdiction; and 
18.9 
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.  
18.10 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.  
18.11 The Contractor shall maintain the Central Registry Background Check results and any 
related forms or documents in a confidential file for five (5) years after termination of this 
Agreement.  
18.12 The County may request proof that Central Registry Background Checks have been 
completed, and those Background Checks shall be made available upon request. 
 
19.0 
FINGERPRINTING 
19.1 
The Contractor shall comply with, and shall ensure that all of the Contractor’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 contract performance.

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19.2 
Applicable legal requirements relating to fingerprinting, certification, and criminal 
background checks may include, but are not limited, to the following: 
19.2.1 A.R.S. § 36-594.01, 36-3008, 41-1964, and 46-141.  
19.2.2 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. 
19.2.3 The Contractor 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 
performance.  
19.3 
To the extent A.R.S. § 46-141 is applicable to Agreement performance or the services 
provided under this Agreement, the following provisions apply: 
19.3.1 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 (7) seven working days of employment.  
19.3.2 Except as provided in A.R.S. § 46-141, this Agreement may be cancelled or 
terminated immediately if a person employed by either Party 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. 
19.3.3 The County may request proof that Central Registry Background Checks have been 
completed, and the Background Checks shall be made available upon request. 
 
20.0 
UYGHUR FORCED LABOR PREVENTION ACT (UFLPA): 
20.1 
The Contractor warrants and certifies that it does not currently, and agrees for the duration 
of the agreement that it will not, use: 
20.1.1 The forced labor of ethnic Uyghurs in the People's Republic of China. 
20.1.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the 
People's Republic of China. 
20.1.3 Any contractors, subcontractors or suppliers that use the forced labor or any goods 
or services produced by the forced labor of ethnic Uyghurs in the People's Republic 
of China.  
20.2 
If the Contractor becomes aware during the term of the Agreement that the Contractor is 
not in compliance with this paragraph, the Contractor shall notify the County within five (5) 
business days after becoming aware of the noncompliance. Failure of the Contractor to 
provide a written certification that the Contractor has remedied the noncompliance within 
one hundred eighty (180) days after notifying the public entity of its noncompliance, this 
Agreement shall terminate unless the Term of this Agreement shall end prior to said one 
hundred eighty (180) day period. 
 
21.0 
WRITTEN CERTIFICATION UNDER A.R.S. § 35-393.01 
If the Contractor engages in for-profit activity and has 10 or more employees and, if this 
Agreement has a value of $100,000 or more, then the Contractor certifies it is not currently 
engaged in, and agrees for the duration of this Agreement 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.

Page 11 of 12 
 
22.0 
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.  
 
23.0 
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. The Contractor 
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. 
 
24.0 
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. 
 
25.0 
WAIVER OF TERMS, CONDITIONS, AND DEFENSES 
The failure of either Party to insist 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. 
 
26.0 
ENTIRE AGREEMENT 
This Agreement contains the entire understanding of the Parties. There are no representations or 
other provisions besides those contained in either this Agreement or in any written amendments 
approved and signed by both Parties. 
 
27.0 
SEVERABILITY 
The Parties agrees that should any part of this Agreement be held invalid or void, the remainder 
of this Agreement shall remain in full force and effect and shall be binding on the Parties. 
 
28.0 
CHOICE OF LAW; VENUE 
This Agreement shall be construed in accordance with and governed by the laws of the State of 
Arizona. The proper venue for any proceedings relating to this Agreement shall be Maricopa 
County, Arizona. 
 
29.0 
AUTHORIZATION 
Each Party warrants to the other Party that the appropriate governing body of the Party has 
authorized approval and signature of this Agreement. 
 
(Signatures contained on following page)

Page 12 of 12 
 
IN WITNESS, the Parties have approved and signed this Agreement: 
 
FOR CONTRACTOR: 
 
 
____________________________________ 
MiQuel McRae, Executive Director          Date 
FOR MARICOPA COUNTY: 
 
 
_______________________________________  
Clint Hickman                                                Date 
Chairman, Board of Supervisors 
 
 
 
Attested to: 
 
_______________________________________  
Juanita Garza, Clerk of the Board               Date 
 
 
 
 
 
 
 
 
 
Approved as to form: 
 
 
_______________________________________ 
Contractor’s Attorney                    Date 
THIS AGREEMENT HAS BEEN REVIEWED BY 
THE UNDERSIGNED ATTORNEY WHO HAS 
DETERMINED THAT IT IS PROPER IN FORM 
AND WITHIN THE POWERS AND AUTHORITY 
GRANTED TO MARICOPA COUNTY UNDER THE 
LAWS OF THE STATE OF ARIZONA. 
 
 
Approved as to form: 
 
 
_______________________________________ 
Deputy County Attorney                            Date