SIG' BLOCK - FIRST TEETH FIRST CARE & SHARE PROVIDER AGREEMENT.PDF

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Last Rev: 10/21 
 
THE CITY OF SURPRISE, ARIZONA 
16000 North Civic Center Plaza, Surprise, AZ 85374 
 
 
CARE & SHARE EXPO VENDOR AGREEMENT 
 
This Vendor Agreement (“Agreement”) is entered into by and between the City of Surprise, an 
Arizona municipal corporation (“City”) and Maricopa County, through its Department of Public 
Health, First Teeth First Program (“Vendor”) and shall be effective on the date last signed by 
the Parties below. City and Contractor shall each by referred to herein individually as a “Party” 
and collectively as the “Parties.” 
 
RECITALS 
 
WHEREAS, City holds an annual “Care & Share Expo,” a community event that provides 
attendees with resources for accessing programs and services that promote health, financial 
growth, and self-empowerment; and 
WHEREAS, Vendor wishes to participate as an exhibitor or vendor at the Care & Share 
Expo by providing free services at the event, as further described in this Agreement. 
 
AGREEMENT 
 
NOW, THEREFORE, in consideration of the following mutual representations and 
promises, and other good and valuable consideration, the receipt and sufficiency of which are 
hereby acknowledged, the Parties agree as follows: 
 
1. Participation.  City hereby permits Vendor to participate in City’s Care & Share Expo as an 
exhibitor and/or vendor, subject to the terms and conditions set forth herein. The Care & Share 
Expo will be held at the dates, times, and locations as determined by City, and City will notify 
Vendor of such dates, times, and locations. Vendor will provide the “Activities” at the Care & 
Share Expo as further described in Exhibit A, herein incorporated by this reference. All 
Activities shall comply with the degree of care and skill that other professionals providing such 
Activities in Arizona would exercise under similar conditions. Vendor will not be compensated 
in any way for the Activities set forth herein. 
2. Term.  This Agreement shall remain in full force and effect until June 30, 2025.   
3. Termination.  This Agreement may be terminated by either Party for any of the following 
reasons: 
3.1. For the convenience of the Party, without cause, by providing thirty (30) days’ written 
notice to the other Party; 
3.2. For breach of any of the terms or conditions of this Agreement; or 
3.3. Subject to termination pursuant to A.R.S. § 38-511. 
4. Taxes; Worker’s Compensation.  Vendor is solely responsible for payment of any and all taxes 
and worker’s compensation obligations that result from Vendor’s performance of this 
Agreement. 
5. Indemnification.  To the fullest extent permitted by law, Vendor agrees to indemnify, defend, 
and hold harmless City and its council members, boards, commissions, managers, officers,

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officials, agents, employees, volunteers, and representatives for, from, and against all claims, 
damages, losses, and expenses whatsoever (including but not limited to attorney’s fees) 
arising out of, related to, resulting from, or caused by or in connection with: (i) this Agreement 
and/or the Activities herein; (ii) City entering into this Agreement; (iii) the acts, omissions, 
negligence or willful misconduct of Vendor or its employees, agents, officers, volunteers, 
contractors, and/or subcontractors in the performance of this Agreement; or (iv) the acts or 
omissions of City and its officers, agents, employees, volunteers, and representatives acting 
pursuant to or in furtherance of this Agreement. The indemnity shall not be limited in amount, 
or by Vendor’s insurance coverage. Vendor shall immediately undertake the defense of any 
such claims, damages, losses, and expenses upon written demand of City whether or not 
litigation has or has not been commenced. 
6. Work Performed at Vendor’s Risk.  Vendor shall undertake all precautions reasonably 
necessary and shall be responsible for the safety of its employees, agents, and participants 
in the performance of the Activities to be provided and shall utilize all protections reasonably 
necessary for that purpose. All Activities shall be provided by Vendor at Vendor’s own risk. 
Further, Vendor agrees to follow all instructions provided by City staff and will execute all 
additional documentation required by the City, including, without limitation, any required 
COVID-19 waivers and media releases. 
7. Damage to City Property.  Vendor shall perform all Activities so that no damage to any City 
building or property results. Vendor shall be responsible for paying to repair any damages 
Vendor caused, to the satisfaction of City, and at no cost to City. 
8. Force Majeure.  Neither Party shall be in default by reason of any failure in performance of 
this Agreement if such failure arises out of causes beyond their reasonable control and without 
the fault or negligence of said Party, including without limitation, unforeseeable Acts of God. 
9. Insurance.  The Parties acknowledge that Maricopa County is self-insured as provided in 
A.R.S. §11-981 and that this self-insurance fully complies with the insurance requirements of 
this Agreement. At a minimum, Vendor’s self-insured program shall have coverage for 
Commercial General Liability and Medical Malpractice. 
10. Independent Contractor.  Vendor shall be and act as an independent contractor and under no 
circumstances shall this Agreement be construed as an agency, partnership, joint venture, or 
employment agreement between the Parties. 
11. Governing Law.  This Agreement shall be deemed to be made under, construed in accordance 
with, and governed by the laws of the State of Arizona, without regard to choice of law or 
conflicts of laws principles. Any action arising out of this Agreement shall be commenced and 
maintained in Maricopa County Superior Court, State of Arizona. The prevailing Party shall 
be reimbursed by the other Party for all attorney’s fees and all other fees, costs, and expenses 
whatsoever arising out of this Agreement. 
12. City Marks.  Vendor shall not use any trade name, trademark, service mark, or logo of City in 
any advertising, promotions, or otherwise, without City’s express written consent. 
13. Licenses and Permits.  Vendor and all subcontractors shall keep current all licenses and 
permits required by law to provide the Activities referenced in this Agreement. 
14. Compliance with Federal Immigration Laws and Regulations.  Vendor warrants that it complies 
with all Federal Immigration laws and regulations that relate to its employees and complies 
with A.R.S. § 23-214.A. Vendor acknowledges that pursuant to A.R.S. § 41-4401, a breach of 
this warranty is a material breach of this Agreement subject to penalties up to and including

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termination of this Agreement, and that City retains the legal right to inspect the papers of any 
employee who works on the Agreement to ensure compliance with this warranty. 
15. Non-Discrimination.  Vendor shall not discriminate against any person on the basis of race, 
color, religion, age, gender, or national origin in the performance of this Agreement, and shall 
comply with the terms and intent of Title VI of the Civil Rights Act of 1964, P.L. 88-354, 
Americans with Disabilities Act, the Immigration Reform and Control Act of 1986, the Drug 
Free Workplace Act of 1989, and Arizona Executive Order 2009-09, as amended. 
16. Amendment.  This Agreement cannot be amended without the prior written approval of the 
Parties. 
17. Assignment; Subcontractors.  Vendor shall not assign or subcontract all or part of this 
Agreement, or the rights provided to it herein, without the express written consent of City. 
Vendor is responsible for performance under this Agreement whether or not subcontractors 
are used. Vendor assumes all liabilities whatsoever for use of any subcontractors and shall 
ensure that the subcontractors’ work are covered under the required insurance policies stated 
herein, otherwise Vendor shall ensure that all subcontractors used in the performance of this 
Agreement obtain all insurance coverages and requirements that are required of Vendor 
under this Agreement. 
18. Public Records.  This Agreement is subject to laws requiring open public records, including 
without limitation, Arizona public record laws under Arizona Revised Statutes, Title 39, and 
the Freedom of Information Act (FOIA). This Agreement may be disclosed under a request for 
public records submitted to City. 
19. Severability.  If any provision of the Agreement or application thereof to any person or 
circumstance is determined to be invalid, illegal, or unenforceable to any extent, the remainder 
of this Agreement and application thereof shall not be affected and shall be enforceable to the 
fullest extent permitted by law. 
20. Survival.  The Parties agree each Party shall remain obligated to the other under all provisions 
of this Agreement that expressly or by their nature extend beyond and survive the expiration 
or termination of this Agreement, including by way of example only, provisions addressing 
services, jurisdiction, insurance, indemnification, and warranties. 
21. Authorizations.  The signatories to this Agreement represent that they have been authorized 
to execute this Agreement on behalf of the Party for which they sign, and that no further action 
or approvals are needed prior to execution. If not authorized to sign on Vendor's behalf, the 
signatory agrees to personally assume responsibility for the duties and liability of Vendor. 
22. Notice.  All notices shall be in writing and will be deemed given if: (i) delivered to the party at 
the address set forth below; (ii) deposited in the U.S. Mail, registered or certified, return receipt 
requested, to the address set forth below; (iii) given to a recognized and reputable overnight 
delivery service, to the address set forth below; or (iv) delivered by facsimile transmission to 
the number set forth below or at such other address, and to the attention of such other person 
or officer, as any party may designate in writing by notice duly given pursuant to this section. 
If to City: 
 
City of Surprise 
16000 N. Civic Center Plaza 
Surprise, AZ 85374 
Attn: HSCV Administrator 
Facsimile: 623-222-1602 
 
 
With copy to: 
If to Vendor: 
Maricopa County, First Teeth First 
1645 E. Roosevelt St. 
Phoenix, AZ 85006 
Attn: Jiny Decker 
Phone: 602-319-6492 
Email: jiny.decker@maricopa.gov

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Last Rev: 10/21 
Surprise City Attorney’s Office 
16000 N. Civic Center Plaza 
Surprise, AZ 85374 
Facsimile: 623-222-1101 
 
Notices are deemed received: (i) when delivered to the Party; (ii) three business days after 
being placed in the U.S. Mail, properly addressed, with sufficient postage; (iii) the following 
business day after being given to a recognized overnight delivery service, with the person 
giving the notice paying all required charges and instructing the delivery service to deliver on 
the following business day; or (iv) when received by facsimile transmission during the normal 
business hours of the recipient.  If a copy of a notice is also given to a Party’s counsel or other 
recipient, the provisions above governing the date on which a notice is deemed to have been 
received by a party will mean and refer to the date on which the party, and not its counsel or 
other recipient to which a copy of the notice may be sent, is deemed to have received the 
notice. 
23. Recitals. The Recitals set forth above are hereby incorporated by reference, as if fully set forth 
herein. 
24. Conflicts.  In the event of a conflict between this Agreement and any Exhibit, this Agreement 
will control. No terms, conditions, or other agreements external to this Agreement shall apply 
to these Activities. 
25. Entire Agreement.  The Parties agree this Agreement contains the entire agreement between 
the Parties. Vendor has fully read, understands, and agrees to be bound by all terms in this 
Agreement. 
26. Waivers.  Prior to the performance of any Activities, Vendor shall have all participants wishing 
to engage in such Activities execute all necessary documentation as required by federal, state, 
and/or local law or as otherwise required by City, including, without limitation, the Release, 
Waiver of Liability and Assumption of Risk document attached as Exhibit B, herein 
incorporated by reference. Within forty-eight (48) hours following the Activities, Vendor shall 
provide copies of all such waivers to the City.

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Last Rev: 10/21 
IN WITNESS WHEREOF, the Parties hereto have agreed to the terms above and 
executed this Agreement as of the date last signed below. 
CITY OF SURPRISE     
Signature: _________________________ 
Printed Name: ______________________ 
Title: _____________________________ 
Date: _____________________________ 
APPROVED AS TO FORM: 
__________________________________ 
City Attorney’s Office 
FROM AND ON BEHALF OF MARICOPA COUNTY
____________________________________________
Jack Sellers,                                                    Date
Chairman, Board of Supervisor
ATTEST:
___________________________________________
Clerk of Board                                               Date
APPROVE AS TO FORM:
___________________________________________
Attorney for Maricopa County                     Date

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Last Rev: 10/21 
EXHIBIT A – Activities 
 
 
• 
Vendor will participate in the 2nd Annual Care & Share Expo on Saturday, November 13, 
2021 from 10:00 a.m. – 2:00 p.m. 
• 
Vendors must remain for the entire duration of the event. 
• 
Designated setup time for vendors is from 8:00 a.m. – 9:15 a.m. 
• 
All vendors must be set up and in place by 9:15 a.m. 
 
Vendor will provide: 
• 
Free dental screening for children 0 to 5 years and expectant mothers. 
• 
Education on oral health 
• 
Referral & Navigation services 
• 
Incentives to help with dental care for those that receive free screenings 
• 
Referral List of low-cost dental options for those that do not qualify for screening 
• 
All equipment necessary for services offered 
• 
Power cord(s) as needed for any activities that require electricity 
• 
Vendor may utilize the Care & Share Expo as an opportunity to recruit volunteers for 
their respective organization

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EXHIBIT B – Release, Waiver of Liability and Assumption of Risk