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Page 1 of 8 Child Crisis Arizona EHS Agreement AGREEMENT BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND CHILD CRISIS ARIZONA County Contract #: ________________________ Agreement Start Date: November 1, 2020 Agreement Termination Date: June 30, 2022 1.0 PARTIES This non-financial Agreement (“Agreement”) is between Child Crisis Arizona., an Arizona non- profit corporation (“CCA”), and Maricopa County (“County”) administered by its Human Services Department, Early Education Division (“Department”), and pertains to Head Start Program services. The County and CCA 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 the Department’s early education services into CCA’s social and community services resource network. The Parties’ goal is to support the transition of enrolled children from CCA’s Early Head Start (“EHS”) program to the County’s Head Start program and further the children’s development. 2.2 CCA’s EHS program provides early intervention services to children from zero to three years of age. The County’s Head Start program provides services to children from three to five years of age. Families have the option to transition children to a Head Start Program at three years of age. CCA’s EHS program would like to coordinate with County’s Head Start program to provide children and families a smooth transition between programs. 2.3 The County has been providing Head Start services to areas of the County outside the City of Phoenix since 1966. The County’s program enhances social and cognitive development of children in low-income families residing in the County from zero to five years of age by providing health, educational, nutritional, social, and other services that are determined to be necessary based on family needs. 2.4 The integrated activities will benefit CCA participants by enabling families to transition children from CCA’s EHS program to the County’s Head Start program. Enrolled families and children will: 2.4.1 Be provided the opportunity to obtain priority selection for the County’s Head Start program; 2.4.2 Transition from CCA’s EHS Program to the County’s Head Start program; 2.4.3 Participate in information sessions detailing the County’s Head Start program enrollment options; 2.4.4 Participate in training sessions and Family Partnership Agreement goal setting; and 2.4.5 Be a part of Maricopa County’s Head Start Policy Council. 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. Page 2 of 8 Child Crisis Arizona EHS Agreement 3.3 The Agreement may be extended for two (2) additional one-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. CCA 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 4.1 Any changes to this Agreement shall be carried out in accordance with the following: 4.1.1 A written amendment, signed by the Parties to this Agreement, shall be required for all purposes, including the following: 4.1.1.1 Whenever the agreement period is lengthened or shortened; and 4.1.1.2 For any other changes in the terms and conditions of this Agreement that the Parties deem substantial. 5.0 RESPONSIBILITIES OF ORGANIZATIONS 5.1 The County shall: 5.1.1 Assign a County Head Start Transition Coordinator, and partner with CCA to provide assistance to families by: 5.1.1.1 Completing intake documentation on children from CCA’s EHS; 5.1.1.2 Adding selection criteria points for transitioning CCA’s EHS participants; 5.1.1.3 Scheduling and conducting informational sessions for interested CCA EHS families; 5.1.1.4 Coordinating and conducting site visits as requested by participants; and 5.1.1.5 Completing, prior to enrollment, staffing protocols of EHS families; and 5.1.2 Enroll eligible children into the County’s Head Start program, when: 5.1.2.1 Children turn three years old; 5.1.2.2 A Head Start enrollment slot is available; 5.1.3 Not attempt to recruit children ages 0 to 3 years old and eligible for CCA’s EHS program; and 5.1.4 Refer EHS eligible program participants to CCA for EHS program. 5.2 CCA shall: 5.2.1 Assign a transition coordinator to partner with County’s Head Start staff to assist in the transition of interested families to the County’s Head Start program; 5.2.2 Identify families whose children are interested in transitioning to County’s Head Start Program; 5.2.3 Provide family contact information, of those who have completed consent form documentation, to the County’s Head Start Family Support Specialist; 5.2.4 Coordinate group information sessions, at least two times per calendar year, for families interested in the County’s Head Start program; 5.2.5 Work cooperatively with County staff to improve efficiency, effectiveness, and the coordination of County’s Head Start services; 5.2.6 Inform the County’s Transition Coordinator when pre-registered families from CCA’s EHS program have accepted a County Head Start enrollment or accepted an enrollment with another preschool; and 5.2.7 Refer HS eligible program participants to the County’s Head Start Program. 6.0 TERMINATION 6.1 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 Page 3 of 8 Child Crisis Arizona EHS Agreement 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. 6.2 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 7 (Notices) of this Agreement. 6.3 This Agreement may be terminated by mutual written agreement of the Parties specifying the termination date therein. 6.4 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 CCA’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). 7.0 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: 2150 South County Club Drive, Suite #7, Mesa, Arizona 85210 Telephone: 602-372-3710 Email: Nancy.Kessay@maricopa.gov Child Crisis Arizona: Name: Alicia Medina Dockens Title: Family Support Manager, Early Education Services Child Crisis Arizona Address: 817 North Country Club Drive, Mesa, Arizona 85201 Telephone: 602-889-9135 Email: Alicia.Medina@childcrisisaz.org 8.0 EMPLOYMENT DISCLAIMER 8.1 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 of any kind, and the rights and obligations of the Parties shall be only those expressly set forth in this Agreement. 8.2 CCA agrees that no individual performing under this Agreement on behalf of CCA may be considered a County agent, employee, or representative and that no rights of County civil service, County retirement, or County personnel rules shall accrue or apply to any such individual. CCA 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. Page 4 of 8 Child Crisis Arizona EHS Agreement 8.3 The County agrees that no individual performing under this Agreement on behalf of County may be considered a CCA agent, employee, or representative and that no rights of CCA civil service, CCA retirement, or CCA 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 CCA with respect to the foregoing. 9.0 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. CCA 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. 10.0 GENERAL INDEMNIFICATION Each Party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other Party (as “Indemnitee”) from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorneys’ fees) (hereinafter collectively referred to as “Claims”) arising out of bodily injury (including death) of any person or property damage, but only to the extent that such Claims which result in vicarious/derivative liability to the Indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor, and any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions officers, officials, agents, employees, volunteers, (sub)contractors and vendors. 11.0 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 CCA 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 CCA 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. 12.0 GENERAL LIABILITY INSURANCE 12.1 CCA acknowledges that County is self-insured. CCA shall provide the County with a Certificate of Insurance within 10 business days after full execution of this Agreement. 12.2 CCA shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating at least of B++6 or higher. 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 the insurance company meets or companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County; 12.3 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, $2,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily Page 5 of 8 Child Crisis Arizona EHS Agreement 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; and 12.4 Workers’ Compensation: Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over CCA’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. 13.0 COMPLIANCE WITH APPLICABLE LAWS 13.1 Each Party 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: 13.1.1 Unless exempt under federal law, the Parties 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 Parties 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 Parties shall comply with the requirements of the Fair Labor Standards Act of 1938, as amended. 13.1.2 The Parties 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 Parties 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. 13.1.3 The Parties 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. 13.1.4 Each Party warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges that: 13.1.4.1 The Parties 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; 13.1.4.2 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 13.1.4.3 The Parties retains the legal right to inspect the papers of any (sub)contractors and vendors employee who works on this Agreement to ensure that the Parties are complying with the warranty provided under the subsections listed above and that the Parties agrees to make all papers and employment records of said employee(s) available during normal working hours in order to facilitate such an inspection. Page 6 of 8 Child Crisis Arizona EHS Agreement 14.0 CERTIFICATION REGARDING DEBARMENT, SUSPENSION INELIGIBILITY, AND VOLUNTARY EXCLUSION CCA certifies to the best of its knowledge and belief, that it and its directors, officers, officials, agents, representatives, employees, volunteers, (sub)contractors, and vendors. 14.1 Are not presently debarred, suspended, proposed for debarment, or declared ineligible or voluntarily excluded from covered transactions by any federal department or agency. 14.2 Have not within, a previous three-year period, been convicted of or had a civil judgment rendered against them for 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; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 14.3 Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in the paragraphs above; and 14.4 Have not within a three-year period had one or more public transactions (federal, state, or local) terminated for cause or default. 15.0 FEDERAL IMMIGRATION AND NATIONALITY ACT 15.1 The Parties understand and acknowledge the applicability of the Immigration Reform and Control Act of 1986 (IRCA). The Parties agree to comply with the IRCA in performing under this Agreement and to permit the other Party to inspect personnel records to verify such compliance. 15.2 By entering into this Agreement, the Parties warrant 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 Parties shall obtain statements from their (Sub)contractors certifying compliance and shall furnish the statements to the other Party upon request. These warranties shall remain in effect through the term of this Agreement. The Parties and their (Sub)contractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the U.S. Department of Labor’s Immigration and Control Act for all employees performing work under the Agreement. I-9 forms are available for download at USCIS.GOV. 15.3 The Parties may request verification of compliance for any employee or (sub)contractor performing work under this Agreement. Should either Party suspect or find that the other Party or any of its (Sub)contractors are not in compliance, then the Party may pursue all remedies allowed by law, including, but not limited to: suspension of work, termination of this Agreement for default, and suspension or debarment of the other Party. All costs necessary to verify compliance are the responsibility of the requesting Party. 16.0 WRITTEN CERTIFICATION UNDER A.R.S. § 35-393.01 If CCA engages in for-profit activity and has 10 or more employees and, if this Agreement has a value of $100,000 or more, then CCA 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. 17.0 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. Page 7 of 8 Child Crisis Arizona EHS Agreement 18.0 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. CCA 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. 19.0 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. 20.0 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. 21.0 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. 22.0 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. 23.0 EXECUTION OF AGREEMENT/COUNTERPARTS This Agreement may be executed in counterparts. Each counterpart shall be deemed an original, and all counterparts shall form a single instrument. 24.0 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. 25.0 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 are contained on the following page.) Page 8 of 8 Child Crisis Arizona EHS Agreement IN WITNESS, the Parties have approved and signed this Agreement: FOR CHILD CRISIS ARIZONA: ____________________________________ Torrie A. Taj, Chief Executive Officer Date FOR MARICOPA COUNTY: _______________________________________ Chairman, Board of Supervisors Date Signature and execution authorized by corporate resolution number _________ dated _______________, 2020. Attested to: _______________________________________ Fran McCarroll, Clerk of the Board Date Approved as to form: _______________________________________ Child Crisis Arizona 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