MOU RE HEAD START BIRTH TO KINDERGARTEN WITH THESMILEZONE.PDF
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THESMILEZONE Memorandum of Understanding Page 1 of 19 MEMORANDUM OF UNDERSTANDING BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND THESMILEZONE, INCORPORATED 1.0 PARTIES This Memorandum of Understanding (“MOU”) is entered into between the Provider TheSmileZone, Inc. (“Provider”) and Maricopa County, administered by its Human Services Department (“County”) Early Education Division. The Provider and the County shall collectively be referred to as the “Parties” and individually as “Party.” 2.0 PURPOSE 2.1 The purpose of this MOU is to integrate Oral Health Services into the Head Start Program service delivery. TheSmileZone, 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 Provider 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 The term of this Agreement is January 1, 2026 through June 30, 2027. The Agreement shall become effective upon approval and signature by both Parties. 4.0 AGREEMENT RENEWAL This MOU may be renewed by a written amendment provided the Provider is in full compliance with all terms and conditions of this MOU. The County shall notify the Provider in writing of its intent to extend the MOU term at least sixty (60) calendar days prior to the expiration of the original MOU term, or any additional terms thereafter. This Agreement may be extended by a written amendment for two (2) additional one (1) year terms, or portions thereof, with the agreement of the parties. 5.0 AMENDMENTS Any amendments to this MOU shall be in writing and signed by the Parties. 6.0 ADMINISTRATIVE CHANGE ORDERS 6.1 The Chairman of the Board of Supervisors is authorized, upon the recommendation of the Human Services Department Director and Legal Counsel, to review and execute administrative changes to the MOU 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: THESMILEZONE Memorandum of Understanding Page 2 of 19 6.1.1 Modifications to the project timeline if the last day of the project timeline is within the MOU term. 6.1.2 Modifications to budget line items if the MOU amount remains unchanged. 6.1.3 Modifications required by federal, state, or County regulations, ordinances, or policies; and/or 6.1.4 Modifications to administrative requirements such as changes in reporting periods, frequency of reports, or report formats required by federal, state or local regulations, policies, or requirements. 7.0 ACRONYMS AND DEFINITIONS Acronyms and Definitions found under 2 C.F.R. §§ 200.0 & 200.1 are incorporated by reference. 8.0 EFFECT To the extent that the Special Provisions are in conflict with the General Provisions, the Special Provisions shall control. To the extent that the Work Statement and the Special or General Provisions are in conflict, the Work Statement shall control. To the extent that the Compensation Provisions are in conflict with the General Provisions, Special Provisions or Work Statement, the Compensation Provisions shall control. Nothing in this MOU shall operate to increase the Operating Budget without a written amendment to this MOU. 9.0 TERMINATION 9.1 Under A.R.S. § 38-511, the County may cancel this MOU without penalty or further obligation within three years after execution of this MOU, if any person significantly involved in initiating, negotiating, securing, drafting or creating this MOU on behalf of one Party at any time while this MOU or any extension of this MOU is in effect, is or becomes an employee or agent of any other party to this MOU in any capacity or consultant to any other party to this MOU with respect to the subject matter of this MOU. Additionally, pursuant to 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 MOU on behalf of the County from the other party to this MOU arising as the result of this MOU. 9.2 Either Party may terminate this MOU at any time by giving the other Party at least sixty (60) calendar days prior notice in writing to the persons listed in Paragraph 11.0 (Notices) of this Agreement (unless terminated by the County under the Availability of Funds provision). The notice shall be given by either personal delivery or registered or certified mail, postage prepaid and return receipt requested, to the persons at the addresses set forth on page 1 of this MOU. 9.3 The County has the right to terminate this MOU upon twenty-four (24) hour notice when the County deems the health or welfare of the service recipients are endangered or the Provider’s noncompliance jeopardizes funding source financial participation. If not terminated by one of the above methods, then this MOU will terminate upon the expiration of the Term of this MOU stated on page 1 of this MOU. 9.4 In accordance with 2 C.F.R. §§ 200.340, et seq., the County may suspend or terminate this MOU for convenience or if the Provider violates any term or condition of this MOU or if the Provider fails to maintain a good-faith effort to carry out the purpose of this MOU. The Parties shall agree upon the termination conditions including the effective date of the termination. The Party initiating the termination shall notify the other Parties in writing stating the reasons for such termination. 10.0 GENERAL REQUIREMENTS 10.1 The terms of this MOU shall be construed in accordance with Arizona law and the applicable laws and regulations of the U.S. Department of Health and Human Services (DHHS)/Administration for Children and Families (ACF), Office of Head Start (OHS). Any lawsuit arising out of this MOU shall be brought in the superior court of Maricopa County, Arizona. THESMILEZONE Memorandum of Understanding Page 3 of 19 10.2 The Parties shall, without limitation, obtain and maintain all licenses, permits and authority necessary to do business, render services and perform work under this MOU, and shall comply with all laws regarding unemployment insurance, disability insurance and worker's compensation. 10.3 The Parties shall comply with the regulations prohibiting conflict of interest. The Parties shall not make any payments, either directly or indirectly, to any person, partnership, corporation, trust, or other organization that has a substantial interest in Provider's organization or with which the Provider (or any of its directors, officers, owners, trust certificate holders, or a relative thereof) has a substantial interest, unless a Party(ies) has made full written disclosure of the proposed payments to the County or the Provider and has received written approval for the payments. 10.4 For purposes of this provision, the terms "substantial interest" and "relative" shall have the meanings prescribed by A.R.S. § 38-502. 11.0 NOTICES Communication and details concerning this MOU shall be directed to the following representatives: Human Services Department Early Childhood Services Manager Maryann Galaviz 1001 W. Southern Ave. – Suite 106 Mesa, AZ 85210 Desk: 602-372-3755 Email: Maryann.Galaviz@maricopa.gov Health Coordinator Lou Anne Liguz 1001 W. Southern Ave.-Suite 106 Mesa, AZ 85210 Desk: 602-372-9745 Email: Louanne.Liguz@maricopa.gov Provider THESMILEZONE TheSmileZONE Inc. / Super Smiles for Kids Founder / President / CEO Dora Pesqueda 1285 E. Sunset Dr. Casa Grande, AZ 85122 602-338-0449 Email: dora@TheSmileZone.org www.thesmilezone.org 12.0 SCOPE OF SERVICES 12.1 The Provider shall provide limited preventive Oral Health Services in accordance with oral health guidelines to Head Start Participants with completed parental or guardian consent forms. 12.2 The Provider’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 Provider shall consist of: 12.2.1 Comprehensive and Periodic Oral Examination/Screenings 12.2.1.1 Visual inspections 12.2.1.2 Assessment of overall health status 12.2.1.3 Identification of caries risk and treatment needs 12.2.2 Preventive Dental Procedures 12.2.2.1 Prophylaxis (dental cleaning) 12.2.2.2 Fluoride varnish applications 12.2.2.3 Placement of dental sealants as indicated 12.2.2.4 Oral hygiene instruction and education 12.2.3 Diagnostic Services 12.2.3.1 Dental X-rays (as clinically appropriate and permitted by consent) 12.2.3.2 Documentation and reporting of findings 12.2.4 Minimally invasive and Restorative Services 12.2.4.1 Application of Silver Diamine Fluoride (SDF) to assist caries THESMILEZONE Memorandum of Understanding Page 4 of 19 12.2.4.2 Silver Modified Atraumatic Restorative Technique (SMART) restorations 12.2.4.3 Other minimally invasive restorative procedures as appropriate and within the limits of the approved service scope 12.2.5 Family and Participant Outreach 12.2.5.1 Providing oral health education to students and families 12.2.5.2 Communicating the importance of preventative dental care and good oral hygiene practices 12.2.6 Offering guidance on follow-up treatment needs and referrals for additional dental care beyond the scope of this MOU. The Provider cannot guarantee that other services providers shall be able or willing to provide the necessary services. 12.2.6.1 All services must be delivered in a safe, timely, and professional manner, adhering to state licensure regulations, infection control standards, and evidence-based oral health practices. 12.2.6.2 The Provider shall maintain accurate records of services performed and shall communicate findings, concerns, and recommended follow-up care to the persons listed in Paragraph 11.0 (Notices) of this MOU. 12.3 Maricopa County agrees to facilitate the scheduling of on-site dental visits and provide necessary logistical support, which shall include suitable space for dental services and coordination with parents. 13.0 ENROLLMENT OF STUDENTS 13.1 The Provider shall supply consent forms to Head Start program staff for distribution to Participant’s parent or guardian. 13.2 The Parties shall schedule Oral Health activities, identifying the following: 13.2.1 Enrollment 13.2.2 Locations 13.2.3 Dates of Service 13.2.4 Number of Participants to receive services 13.2.5 Name and titles of Provider staff that will provide the services 13.3 The Provider will refer participants to their affiliated dentist for restorative care, but participants are not obligated to be seen by the affiliated dentist in the event they have their own provider. 13.3.1 The Provider will refer all dental issues requiring additional treatment back to the persons listed in Paragraph 11.0 (Notices) of this MOU to facilitate that treatment for students eligible for County paid assistance. These assistance eligible Head Start participants /students care will only be referred to Maricopa County contracted dental providers under contract for paid dental treatment services recommended as a result of these screenings 14.0 RESPONSIBILITIES OF THE PARTIES: 14.1 Provider shall: 14.1.1 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. 14.1.2 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. 14.1.3 Provide Oral Health Services in compliance with established dental practice guidelines and applicable local, state and federal laws and regulations. 14.1.4 Provide Oral Health education workshops to Participants and/or parents or guardians. 14.1.5 Be responsible for preparation and retention of dental records and shall ensure that patient confidentiality is strictly maintained in accordance with all laws and THESMILEZONE Memorandum of Understanding Page 5 of 19 dental guidelines including HIPAA, FERPA, and state laws regarding pupil and health care records. 14.1.6 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, providers, or volunteers from the premises. 14.2 The County shall: 14.2.1 Distribute information on the Oral Health services and assist participant’s parents or guardians with completing enrollment information. 14.2.2 Identify and schedule sites where services will be provided: 14.2.2.1 Ensure sufficient Head Start staff are available at each scheduled site. 14.2.2.2 Ensure Participant’s parents and guardians are aware of dates when Participants are to receive services; 14.2.3 Ensure facilities have adequate space for services to be provided, which may require space for: 14.2.3.1 2-3 dental chairs 14.2.3.2 A hand-washing sink 14.2.3.3 Sterilization set up and 14.2.3.4 Education workshops 14.2.4 Ensure staff is available to provide language translation as necessary. 15.0 ASSIGNMENT AND SUBCONTRACTING 15.1 No right, liability, obligation or duty under this MOU may be assigned, delegated or subcontracted, in whole or in part, without the prior written approval of the County. The Provider shall bear all liability under this MOU, even if it is assigned, delegated, or subcontracted, in whole or in part, unless the County agrees otherwise. 15.2 In accordance with 2 C.F.R. §200.331, the Provider may make a “Subaward” as a pass- through entity for the purpose of carrying out a portion of the federal award and General Funds. The Provider will make determinations classifying recipients of federal funds as a Provider or a Subcontractor. 15.3 The Subcontractor’s rate for the job shall not exceed that of the Provider’s rate, as bid in the pricing section, unless the Provider is willing to absorb any higher rates, or the County has approved the increase. The Subcontractor’s invoice shall be invoiced directly to the Provider, who in turn shall pass through the costs to the County, without mark-up. A copy of the Subcontractor’s invoice must accompany the Provider’s invoice. 15.4 Provider must ensure any Subaward recipient or subcontractor is compliant with all general federal grant requirements, including reporting requirements. 16.0 AVAILABILITY OF FUNDS If any action is taken by any federal, state, local agency, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligation under, or in connection with this MOU, then the Parties may amend, suspend, decrease, or terminate their obligations under, or in connection with, this MOU. In the event of termination, the Parties shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services performed are in accordance with the provisions of this MOU. The Parties shall give written notice of the effective date of any suspension, amendment, or termination under this section at least ten (10) calendar days in advance. 17.0 DISPUTES 17.1 Except as may otherwise be provided for in this MOU, the Parties may attempt to informally resolve any dispute arising out of this MOU for a reasonable period of time, which shall not exceed one hundred twenty (120) calendar days. Disputes which are not resolved in that THESMILEZONE Memorandum of Understanding Page 6 of 19 time period shall be submitted in accordance with the following formal dispute resolution process. 17.2 If a dispute cannot be resolved informally, then the Provider shall notify the Department in writing by mailing notice of the dispute to the Assistant Director within ten (10) business days from expiration of the informal dispute resolution process described in Subparagraph 14.1 above. 17.3 The Assistant Director shall respond in writing to the Provider within fourteen (14) business days. The decision of the Assistant Director shall be final and conclusive unless, within seven (7) business days after the date the Provider is served with the decision, the Provider files a written notice of appeal with the Human Services Department Director. 17.4 The Human Services Department Director shall provide the Provider with a written response within fourteen (14) business days following receipt of the notice of appeal. The decision of the Director shall be final and not appealable. 17.5 Pending a final decision of the Director, the Provider shall diligently proceed with its performance of this MOU in accordance with the Assistant Director’s decision. 18.0 SEVERABILITY If any provision of this MOU 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 MOU, and the remaining provisions shall remain in full force and effect. 19.0 STRICT COMPLIANCE The County’s acceptance of the Provider’s performance that is not in strict compliance with the terms of this MOU shall not be deemed to waive the requirements of strict compliance for all future performance. All changes in performance obligations under this MOU shall be in writing and signed by both Parties. 20.0 DEFAULT AND REMEDIES FOR NONCOMPLIANCE 20.1 Notwithstanding anything to contrary, this Paragraph 20.0 shall not be deleted or superseded by any other provision of this MOU. 20.2 This MOU may be immediately terminated by the County if the Provider defaults by failing to perform any objectives or if it breaches any obligation under this MOU, or any event occurs that jeopardizes the Provider’s ability to perform any of its obligations under this MOU. The County reserves the right to have service provided by persons other than the Provider if the Provider is unable or fails to provide required services within the specified time frame in the work statement. 20.3 Failure to comply with the requirements of this MOU and all the applicable federal, state, or local laws, rules, and regulations may result in suspension or termination of this MOU, the return of unexpended funds (less just compensation for work satisfactorily completed that, to date, has not been paid), reimbursement to the County by the Provider of funds improperly expended, or the recovery of funds improperly acquired. Noncompliance includes, but is not limited to: 20.3.1 Non-performance of any obligations required by this MOU. 20.3.2 Non-compliance with any applicable federal, state, or local laws, rules or regulations, including HUD guidelines, policies, or directives. 20.3.3 Unauthorized expenditure of funds. 20.3.4 Improper disposition of program income. 20.3.5 Non-compliance with applicable financial record requirements, accounting principles, or standards established by OMB circulars and 2 C.F.R. §200 et seq. 20.3.6 Non-compliance with recordkeeping, record retention, or reporting requirements. 20.4 Notwithstanding the suspension or termination of this MOU, or the final determination of the proper disposition of funds, the Provider shall, without intent to limit or with restrictions, be subject to the following: THESMILEZONE Memorandum of Understanding Page 7 of 19 20.4.1 All awards of funding shall be immediately revoked, and any approvals related to the project described in the Special Provision or Work Statement shall be deemed revoked and canceled. Thereby, any entitlements to compensation after suspension or termination of this MOU are similarly revoked and unavailable. 20.4.2 Not be relieved of any liability or responsibility associated with the Special Provision or Work Statement. 20.4.3 Acknowledge that suspension or termination of this MOU does not affect or terminate any rights against the Provider at the time of suspension or termination, or that may accrue later. Nothing herein shall be construed to limit or terminate any right or remedy available under this MOU or rule. 20.4.4 Waiver of a breach or default of any term, covenant, or condition of this MOU or any federal, state, or local law, rule, or regulation shall not operate as a waiver of any subsequent breach of the same or any other term, covenant, condition, law, rule, or regulation. 20.4.5 The Provider shall, upon notice or with knowledge obtained by itself or others, take any and all proactive actions necessary, and provide any and all applicable remedies to address and correct any act by itself, and any and all of its agents, representatives, officers, officials, directors, employees, volunteers, successors, assigns, contractors, or Subcontractors that resulted in any wrongdoing (intentional or unintentional); misuse or misappropriation of funds; the incorrect or improper disposition of funds; any violation of any federal, state, or local law, rule, or regulation; or the breach of any certification or warranty provided in this MOU. 21.0 NON-LIABILITY The County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, and commissions shall not be liable for any act or omission by the Provider or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, agencies, boards, commissions, or Subcontractors occurring in the performance of this MOU, nor shall the County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, and commissions be liable for purchases, subcontracts, or agreements made by the Provider or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, agencies, boards, commissions, or subcontractors in connection with this MOU. 22.0 GENERAL INDEMNIFICATION 22.1 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 the Provider, the Provider 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 reasonable attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of the negligent acts, errors, omissions, of the Provider, its agents, representatives, employees, or subcontractors relating to the performance of this MOU. 22.2 Provider's duty to defend, indemnify, and hold harmless the County, its agents, representatives, 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 or omissions, in the performance of this MOU, but only to the extent caused by the negligent acts or omissions of the Provider, a subcontractor, anyone 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 here under. 22.3 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 section. THESMILEZONE Memorandum of Understanding Page 8 of 19 22.4 Notwithstanding the foregoing to the contrary, Provider is not liable for the negligence or willful misconduct of County or any of the indemnitee 23.0 INSURANCE 23.1 The Provider, at Provider’s own expense, shall purchase and maintain at a minimum, the herein stipulated insurance in this MOU 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. 23.2 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 MOU is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this MOU. 23.3 In the event that the insurance required is written on a claims-made basis, Provider warrants that any retroactive date under the policy shall precede the effective date of this MOU 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 MOU is completed. 23.4 Provider’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 23.5 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. 23.6 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. Provider shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require Provider to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 23.7 The insurance policies required by this MOU, 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. 23.8 The Provider's policies shall stipulate that the insurance afforded by the Provider 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. 23.9 Coverage provided by the Provider shall not be limited to the liability assumed under the indemnification provisions of this MOU. 23.10 Commercial General Liability: Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 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. THESMILEZONE Memorandum of Understanding Page 9 of 19 23.11 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 the Provider(s) for the Project, with limits of no less than $2,000,000 for each claim. 23.12 Worker’s Compensation: 23.12.1 Worker’s Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of the Provider’s employees engaged in the performance of the work or services under this MOU; 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. 23.12.2 The Provider 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 the Provider pursuant to this MOU. 23.13 Sexual Molestation and Physical Abuse: 23.13.1 When services involve working with children, elderly, or disabled individuals, the insurance requirements in the contract 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, Providers whose services include working with or caring (or both) for children/elderly and disabled persons should have their policies specifically endorsed to include this coverage. 23.13.2 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. Provider 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. 23.14 Certificates of Insurance: 23.14.1 Within ten (10) calendar days following execution of this MOU, the Provider shall furnish the County, to the persons listed in Paragraph 11.0 (Notices) of this MOU, with valid and complete Certificates of Insurance, or formal endorsements as required by the MOU in the form provided by the County, issued by Provider’s insurer(s), as evidence that policies providing the required coverage, conditions and limits as required by this MOU are in full force and effect. Such certificates shall identify this MOU number and title. 23.15 In the event any insurance policy(ies) required by this MOU is (are) written on a claims made basis, coverage shall extend for two years past completion and acceptance of the Provider’s work or services and as evidenced by annual Certificates of Insurance. 23.16 If a policy does expire during the life of the MOU, a renewal certificate must be sent to the County fifteen (15) calendar days prior to the expiration date. 23.17 Certificate holder shall be identified as: Maricopa County c/o Risk Management 301 W. Jefferson St., Suite 910 Phoenix, AZ 85003 23.18 Cancellation and Expiration Notice: 23.18.1 Applicable to all insurance policies required within the insurance requirements of this MOU, Provider’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without 30 days prior THESMILEZONE Memorandum of Understanding Page 10 of 19 written notice to Maricopa County. The Provider 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 MOU. 23.18.2 If the Provider provides professional or semi-professional personal services under this MOU for which malpractice or professional liability coverage is available, such as medical, psychiatric, or legal services, then the Provider shall carry minimum liability coverage of $2,000,000 each occurrence and provide the County with proof of coverage. 23.18.3 Subcontractors: The Provider’s certificate(s) shall include all Subcontractors as insureds under its policies, or the Provider shall furnish to the County separate certificates for each Subcontractor. All coverages for Subcontractors shall be subject to the minimum requirements identified above. 24.0 OFFSHORE PERFORMANCE OF WORK PROHIBITED Due to security and identity protection concerns, direct services under this MOU shall be performed within the borders of the United States. Any services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and may involve access to secure or sensitive data or personal client data or development or modification of software for the State shall be performed within the borders of the United States. Unless specifically stated otherwise in the specifications, this definition does not apply to indirect or “overhead” services, redundant back-up services, or services that are incidental to the performance of this MOU. This provision applies to work performed by Subcontractors at all tiers. 25.0 TECHNICAL ASSISTANCE The County will provide reasonable technical assistance to the Provider to assist in complying with state and federal laws, and regulations, and accountability for diligent performance and compliance with the terms and conditions of this MOU and all applicable laws, regulations, and standards. However, this assistance in no way relieves the Provider of full responsibility and accountability for its actions and performance in compliance with the terms of this MOU. 26.0 IT 508 COMPLIANCE Unless specifically authorized in the MOU, any electronic or information technology offered to the County under this MOU shall comply with A.R.S.§ 41-3531 and § 41-3532 as may be amended, and Section 508 of the Rehabilitation Act of 1973, which requires the employees and members of the public shall have access to 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. 27.0 STAFF AND VOLUNTEER TRAINING The County may make available to the Provider the opportunity to participate in any applicable training activities conducted by the County. 28.0 CLEAN AIR ACT If the total face value of this MOU exceeds $100,000, then the Provider agrees to comply with all regulations, standards and orders issued under the Clean Air Act of 1970, as amended (42 U.S.C. §§ 7401, et seq.), to the extent any are applicable by reason of performance of this MOU. 29.0 LOBBYING 29.1 No federal appropriated funds have been paid or will be paid by or on behalf of the Provider to any person for influencing or attempting to influence an officer or employee of any agency, THESMILEZONE Memorandum of Understanding Page 11 of 19 a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal agreement, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal agreement, grant, loan, or cooperative agreement. 29.2 If any funds, other than federal appropriated funds, have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with any federal agreement, grant, loan or cooperative agreement, then the Provider shall complete and submit OMB Form-LLL, titled "Disclosure of Lobbying Activities," in accordance with its instructions and 31 U.S.C. § 1352, and 29.3 It will require that the language of paragraph 29.0 regarding Lobbying be included in the award documents for all subawards at all tiers (including subcontractors, subgrants, and contracts under grants, loans and cooperative agreements). 30.0 RELIGIOUS ACTIVITIES The Provider agrees that none of its costs and none of the costs incurred by the Provider or any of its Subcontractor will include any expense for inherently religious activities in accordance with 24 CFR 570.200(j). 31.0 POLITICAL ACTIVITY PROHIBITED None of the funds, materials, property or services contributed by either the County or the Provider or any Subcontractor under this MOU shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office. 32.0 COVENANT AGAINST CONTINGENT FEES The Provider warrants that no persons or entities have been employed or retained by it to solicit or secure this MOU upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee. For breach or violation of this warranty, the County may immediately terminate this MOU without liability. 33.0 SAFEGUARDING OF PARTICIPANT INFORMATION 33.1 The Provider 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 Provider 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 MOU or by law. 33.2 The Provider shall comply with the requirements of the Arizona Address Confidentiality Program, A.R.S. §§ 41-161, et seq. The Department will advise the Provider as to applicable policies and procedures adopted for such compliance. 33.3 The Provider understands that client information collected under this MOU is private and the use or disclosure of such information, when not directly connected with the administration of the Provider's responsibilities with respect to services provided under this MOU, is prohibited unless written consent is obtained from such person receiving service. 33.4 Notwithstanding any other terms of this MOU, the Parties agree to comply with Family Educational Rights and Privacy Act (FERPA) and regulations at 34 C.F.R. 99.33 in regard to protection of educational data concerning participant. The Parties acknowledge that this MOU allows access to educational data, and they agree to hold that information in strict confidence and not to use or disclose educational data received from or on behalf of either Party except as permitted or required by this MOU, as otherwise required or allowed by law, or as authorized in writing by the subject participant or participant’s legal guardian. THESMILEZONE Memorandum of Understanding Page 12 of 19 34.0 BACKGROUND CHECKS FOR EMPLOYMENT THROUGH CENTRAL REGISTRY 34.1 The provisions of A.R.S. § 8-804 (as may be amended) are incorporated in their entirety as provisions of this MOU. 34.2 The Provider 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. 34.3 The information contained in the Central Registry must be used as a factor to determine employment qualifications. 34.4 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. 34.5 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. 34.6 Before being employed or volunteering in a position that provides direct services to children or vulnerable adults under this MOU, persons shall certify on forms provided by the ADES whether an allegation of abuse or neglect has been made against them and was substantiated. 34.7 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: 34.7.1 The person is not currently the subject of an investigation of child abuse or neglect in Arizona or another state or jurisdiction; and 34.7.2 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. 34.8 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 MOU. 34.9 The Parties 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 MOU. 34.10 The County may request proof that Central Registry Background Checks have been completed, and those Background Checks shall be made available upon request. 35.0 FINGERPRINTING 35.1 The Provider shall comply with, and shall ensure that all of the Providers’ 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. 35.2 Applicable legal requirements relating to fingerprinting, certification, and criminal background checks may include, but are not limited, to the following: 35.2.1 A.R.S. §§ 36-594.01, 36-3008, 41-1964, and 46-141. 35.2.2 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 MOU. 35.2.3 The Provider shall be 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 MOU performance. 35.3 To the extent A.R.S. §§ 46-141 is applicable to MOU performance or the services provided under this MOU, the following provisions apply: THESMILEZONE Memorandum of Understanding Page 13 of 19 35.3.1 Personnel who are employed by the Provider, 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. 35.3.2 Except as provided in A.R.S. § 46-141, this MOU may be cancelled or terminated immediately if a person employed by the Provider 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. 35.3.3 The County may request proof that Central Registry Background Checks have been completed, and the Background Checks shall be made available upon request. 36.0 MINIMUM WAGE REQUIREMENTS The Provider warrants that it shall pay all of its employees who are engaged in either performing work or providing services under the terms of this MOU not less than the minimum wage specified under Section 206(a)(1) of the Fair Labor Standards Act of 1938, as amended (29 U.S.C. §§ 201, et seq.), by law and regulation, and, as applicable, Executive Order 13658, as amended, and as specified by Arizona law 37.0 RECOGNITION OF COUNTY SUPPORT The Provider shall give recognition to the County and the funding source for its support when the Provider publishes materials or releases public information that is paid for in whole or in part with funds received by the Provider under this MOU. 38.0 NONDISCRIMINATION, EQUAL OPPORTUNITY AND EQUAL ACCESS 38.1 Provider agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any 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 MOU as if set forth in full herein. In connection with any service or other activity under this MOU, Provider shall not discriminate against any employee, client, or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability, or national origin. 38.2 The Provider, in connection with any service or other activity under this MOU, shall not in any way, discriminate against any person on the grounds of race, color, religion, sex, national origin, age, disability, political affiliation or belief. The Provider shall include this clause in all of its Subcontracts. Refer to Paragraph 20.0, (Default and Remedies for Noncompliance). 39.0 EQUAL EMPLOYMENT OPPORTUNITY 39.1 The Provider shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex, sexual identity, gender identity, or national origin. 39.2 The Provider shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, age, disability, color, religion, sex sexual identity, gender identity, or national origin. Such action shall include, but is not limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. THESMILEZONE Memorandum of Understanding Page 14 of 19 39.3 The Provider will, in all solicitations or advertisements for employees placed by or on behalf of the Provider, state that it is an Equal Opportunity or Affirmative Action employer 39.4 The Provider shall post on public display for all employees that it is an Equal Opportunity or Affirmative Action employer. 39.5 The Provider shall and shall cause its Subcontractors to comply with: 39.5.1 Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); 39.5.2 the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); 39.5.3 the Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); 39.5.4 the Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.); and 39.5.5 Arizona Executive Order 2009-09, as amended, et seq. which mandates that all persons shall have equal access to employment opportunities. 39.6 The Provider shall include the above listed provisions in every subcontract or purchase order, specifically or by reference. The inclusion of these provisions are binding and a requirement of this MOU. 40.0 DISABILITY REQUIREMENTS The Provider agrees that any electronic or information technology offered under this MOU shall comply with A.R.S. §§41-2531 and 41-2532 and Section 508 of the Rehabilitation Act of 1973, which requires that employees and members of the public shall have access to and use of information technology that is comparable to the access and use by employees and members of the public who are not individuals with disabilities. 41.0 UNIFORM ADMINISTRATIVE REQUIREMENTS By entering into this MOU, the Provider agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200, et seq. 42.0 RETENTION OF RECORDS 42.1 This provision applies to all financial and programmatic records, supporting documents, statistical records, and other records of the Provider that are related to this MOU. 42.2 The Provider shall retain all records relevant to this MOU for six (6) years after final payment or until after the resolution of any audit questions that could be more than six (6) years, whichever is longer, and the County, federal, and 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 of the records. 43.0 ADEQUACY OF RECORDS If the Provider’s books, records, and other documents related to this MOU are not sufficient to support and document that allowable services were provided to eligible participants, then the Provider shall reimburse the County for the services not supported and documented. 44.0 IMMIGRATION LAWS AND REGULATIONS 44.1 Federal Immigration and Nationality Act 44.1.1 The Provider understands and acknowledges the applicability of the Immigration Reform and Control Act of 1986 (IRCA). The Provider agrees to comply with the IRCA in performing under this Agreement and to permit the County to inspect personnel records to verify such compliance. 44.1.2 By entering into this Agreement, the Provider warrants compliance with the Federal Immigration and Nationality Act (FINA) and all other federal immigration laws and regulations related to the immigration status of their employees. The Provider shall obtain statements from their (sub)contractors certifying compliance and shall THESMILEZONE Memorandum of Understanding Page 15 of 19 furnish the statements upon request. These warranties shall remain in effect through the term of this Agreement. The Provider and their (sub)contractors also shall maintain Employment Eligibility Verification forms (I-9) as required by the U.S. Department of Labor’s Immigration and Control Act for all employees performing work under the Agreement. I-9 forms are available for download at USCIS.GOV. 44.1.3 The County may request verification of compliance for any employee or (sub)contractor performing work under this Agreement. Should the County suspect or find that the Provider or any of its employees or (sub)contractors 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 this Agreement for default, and suspension or debarment (or both) of the Provider. All costs necessary to verify compliance are the responsibility of the Provider or its (sub)contractor(s). 44.2 Arizona Law: The Provider warrants that it is in compliance with A.R.S. § 41-4401 (e- verify requirements) and further acknowledges that: 44.2.1 The Provider and its (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; 44.2.2 A breach of a warranty under Subsection 21.2.1 shall be deemed a material breach of this Agreement and the County may immediately terminate this Agreement without liability; and 44.2.3 The County and any contracting government entity retain the legal right to inspect the papers and employment records of any Provider, (sub)contractor, or Vendor employees who work on this Agreement to ensure that the Provider, (sub)contractor, or Vendor is complying with the warranties provided under Subsection 21.2.1 and the Provider agrees to make all papers and employment records of such employee(s) available during normal working hours in order to facilitate such an inspection. 45.0 DRUG FREE WORKPLACE ACT 45.1 The Provider agrees to comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 701, et seq.), which requires that providers and grantees of federal funds must certify that they will provide drug-free workplaces. This certification is a precondition to receiving a grant or entering into this MOU. 46.0 EMPLOYMENT DISCLAIMER 46.1 This MOU is not intended to constitute, create, give rise to, or otherwise recognize a joint venture agreement, partnership, or other formal business association or organization of any kind between the Parties, and the rights and obligations of the Parties shall be only those expressly set forth in this MOU. 46.2 The Parties agree that no individual performing under this MOU on behalf of the Provider is to be considered a County employee and that no rights of County civil service, County retirement, or County personnel rules shall accrue to such individual. The Provider shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, worker's compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning such individuals and shall save and hold the County harmless with respect thereto. 46.3 The County agrees that no individual performing under this MOU on behalf of County may be considered a Provider agent, employee, or representative and that no rights of the Provider civil service, the Provider retirement, or the Provider personnel rules shall accrue to or apply to any such individual. The County shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, worker’s 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 Provider with respect thereto. THESMILEZONE Memorandum of Understanding Page 16 of 19 47.0 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION 47.1 The Provider, by signing this MOU, represents that he/she has the authority to bind the Provider to the terms of this Certification. The Provider, as the primary participant in accordance with 2 C.F.R. Part 180, certifies to the best of its knowledge and belief that it and its principals: 47.1.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency or any state, or local jurisdiction; 47.1.2 Have not within a 3-year period preceding the Start Date of this MOU, 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; 47.1.3 Are not presently indicted or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with the commission of any of the offenses enumerated in Sub-subparagraph 47.1.2 above; and 47.1.4 Have not, within a three-year period preceding this Start Date of this MOU, had one or more public transactions (federal, state, or local) terminated for cause or default. 47.1.5 Provider shall immediately notify the County if, at any time during the term of this MOU, 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 MOU; 47.1.6 Provider shall not enter into a contract or sub-recipient agreement with, or provide payment to, a 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 MOU. 47.2 The Provider shall include, without modification, this Certification’s language, titled “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transactions,” in all agreements with other contractors, in all lower tier covered transactions, and in all solicitations for lower tier covered transactions related to this MOU. 47.3 Should the Provider not be able to provide this Certification, an explanation as to why shall be immediately provided to the County, Attention: Housing and Community Development Assistant Director, 234 North Central Avenue, Third Floor, Phoenix, Arizona 85004. 48.0 PROVIDER EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS: 48.1 The Provider agrees that this MOU and employees working on this MOU will be subject to the whistleblower rights and remedies in the pilot program on the Provider employee whistleblower protections established at 41 U.S.C. § 4712 by Section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and Section 3.908 of the Federal Acquisition Regulations; 48.2 The Provider shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in Section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by the Provider and copies provided to County upon request; and 48.3 The Provider shall insert the substance of this clause, including this Paragraph 48.0, in all Subcontracts over the simplified acquisition threshold ($250,000 as of June 2021). THESMILEZONE Memorandum of Understanding Page 17 of 19 49.0 SURVIVAL The indemnification, hold harmless, defense, and non-liability provisions of this MOU shall have full force and effect notwithstanding any other provisions in this MOU and shall survive the termination or expiration of this MOU. 50.0 FORCE MAJEURE 50.1 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 MOU 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, pandemic, and interruption or failure of electricity or telecommunication service. 50.2 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 efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. 50.3 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, all non-excused obligations were substantially fulfilled, and the other Party was timely notified of the likelihood or actual occurrence that would justify such an assertion, so that other prudent precautions could be contemplated. 51.0 UNIQUE IDENTIFIER (UEI) AND SYSTEM FOR AWARD MANAGEMENT The Provider 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. The Provider must remain current with their registration throughout the term of the MOU. Providers and subcontractors will not receive a subaward until that entity has provided its UEI number. 2 C.F.R. § 25.300; Appendix A to 2 C.F.R. § 25. 52.0 UYGHUR FORCED LABOR PREVENTION ACT (UFLPA) 52.1 The Provider warrants and certifies that it does not currently, and agrees for the duration of the MOU that it will not, use: 52.1.1 The forced labor of ethnic Uyghurs in the People’s Republic of China. 52.1.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 52.1.3 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. 52.2 If the Provider becomes aware during the term of the MOU that the Provider is not in compliance with this paragraph, the Provider shall notify the County within five business days after becoming aware of the noncompliance. Failure of the Provider to provide a written certification that the Provider has remedied the noncompliance within one hundred eighty (180) days after notifying the public entity of its noncompliance, this MOU shall terminate unless the Term of this MOU shall end prior to said one hundred eighty (180) day period. THESMILEZONE Memorandum of Understanding Page 18 of 19 53.0 PROVISIONS REQUIRED BY LAW Each and every provision of law and any clause required by law to be in this MOU will be read and enforced as though it were included herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, this MOU will promptly be physically amended to make such insertion or correction. [Signatures contained in the following page] THESMILEZONE Memorandum of Understanding Page 19 of 19 IN WITNESS THEREOF, The Parties have signed this MOU: APPROVED BY: PROVIDER TheSmileZone Inc. APPROVED BY: MARICOPA COUNTY ___________________________________ Provider CEO Date ____________________________________ Chair, Board of Supervisors Date Attested To: ____________________________________ Juanita Garza, Clerk of the Board Date IN ACCORDANCE WITH A.R.S. §§ 11-201, 11-251, AND 11-952, THIS MOU HAS BEEN REVIEWED BY THE UNDERSIGNED ATTORNEY WHO HAS DETERMINED 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: BY: _________________________________ Deputy County Attorney Date