EDUCATION EVOLVING CONTRACT 052223.PDF.PDF

Contract 
This Contract between Education Evolving, a Minnesota nonprofit corporation with its 
corporate office at 2429 Nicollet Avenue, Minneapolis, MN 55404 (“us/we/our”) and the 
Maricopa County School Superintendent (MCSS) at 4041 N Central Ave #1200, Phoenix, AZ 
85012 (“you/your/yours”) is made effective as of July 1st, 2022.  
1. General Description of Services. Education Evolving will engage in activities related to 
“Growing a Network of Teacher-Powered Schools in Maricopa County: A collaboration 
between The Office of the Maricopa County School Superintendent, Empower Schools, and 
Teacher-Powered Schools” pursuant to this agreement and as described in the attached 
document (herein referred to as “the services”), titled Scope of Work for Fall 2022-Summer 
2023. 
Term and Termination. This agreement shall commence as of the effective date and shall 
remain in effect until June 30th, 2023. Either party can terminate this agreement at any 
time by giving the other party thirty (30) days prior written notice. 
2. Compensation. MCSS will pay Education Evolving $175,000 during the term of this 
agreement for the services. Fifty percent (50%) of the Fee shall be paid with the return of 
this Agreement and the remaining fifty percent (50%) will be due and payable by June 30, 
2023. Education Evolving will pay Empower Schools $65,000 for their work in this 
agreement. $35,000 after the receipt of the first payment, and $30,000 after receipt of the 
second payment. This Agreement shall serve as the invoice and Education Evolving will not 
send any separate invoices. 
3. Indemnification; Limitation on Liability. We agree to indemnify, defend and hold harmless 
you, your directors, officers, employees, members, agents and any of your affiliates and 
their respective officers, directors, owners, employees and agents, from and with respect to 
any and all claims, obligations, liabilities, debts, tax liabilities, liens, losses, damages, costs 
and expenses (including reasonable attorneys’ fees and disbursements) suffered or incurred 
as a result or arising from (i) any negligent act or omission by us,. In no event shall either 
party be liable to the other party for the payment of any consequential, indirect or special 
damages, including lost profits. 
4. Confidentiality. Both parties acknowledge that during the term of this agreement, they may 
be exposed to the other party’s confidential information. Confidential information includes, 
but is not limited to financial information, strategies, internal memorandums and emails, 
and contact information databases. Confidential information does not include any 
information that has become part of the public domain by means other than breach of this 
agreement. Both parties agree not to use or disclose at any time during or after the term of 
this agreement, any confidential information to any third party for any reason, except as 
explicitly authorized and necessary to perform the services or except as otherwise required 
by applicable law. Upon termination of this agreement and subject to applicable law, each

party will deliver to the other party all of the other party’s confidential information in their 
possession or control. 
5. Work Made for Hire. MCSS recognizes and understands that through provision of the 
services, you may be involved in the preparation of materials, including written or graphic 
materials, and that such materials conceived or written by you exclusively on behalf of us 
shall be done as a “work made for hire” as defined and used in the Copyright Act of 1976, 
17 USC 1 et seq. In the event of publication of such materials, you understand that since the 
work is a “work made for hire”, we will solely retain all rights in said materials, including the 
right of copyright. 
6. Non-Waiver. No provision of this agreement may be waived except by an agreement in 
writing signed by the waiving party. A waiver of any term or provision shall not be 
construed as a waiver of any other term or provision. 
7. Compliance with Law. We shall comply with all applicable federal, state and local laws, 
including those regarding business permits and expenses, that may be required to carry out 
the services under this agreement. 
8. Choice of Law. Any dispute under this agreement or related to this agreement shall be 
decided in accordance with the laws of the State of Arizona, without regard to Arizona’s 
choice of law provisions. 
9. Entire Agreement. This agreement is the final, complete, and exclusive agreement of the 
parties with respect to the subject matter hereof and supersedes all prior discussions 
regarding the subject matter hereof. 
10. Severability. In the event that any provision of this agreement violates any applicable 
statute, ordinance, or rule of law in any jurisdiction that governs this agreement, such 
provision shall be ineffective to the extent of such violation without invalidating any other 
provision of this agreement. 
11. Non-Exclusivity. Nothing herein shall preclude us from performing similar services for other 
entities nor shall it prohibit you from engaging other persons to perform the same or similar 
services. 
12. Amendments. This agreement may only be supplemented, amended or revised by mutual 
agreement of the parties and execution of a written amendment. Office of Procurement 
Services is authorized to execute and sign any changes or amendments to this agreement.  
13.  Insurance. 
13.1 Commercial General Liability. Commercial General Liability (CGL) 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 which would serve to 
limit third party action over claims. There shall be no endorsement or modifications of the 
CGL limiting the scope of coverage for liability arising from explosion, collapse, or 
underground property damage. 
13.2 Workers’ Compensation. Workers’ compensation insurance to cover obligations 
imposed by Federal and State statutes having jurisdiction of Contractor’s employees 
engaged in the performance of the work or services under this contract; 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.  
Contractor, its subcontractors, and sub-subcontractors waive all rights against this contract 
and its agents, officers, directors, and employees for recovery of damages to the extent 
these damages are covered by the workers’ compensation and Employer’s Liability or 
Commercial Umbrella Liability insurance obtained by Contractor, its subcontractors, and its 
sub-subcontractors pursuant to this contract. 
13.3 Errors and Omissions/Professional Liability Insurance. Contractor shall maintain 
Professional Liability insurance which will provide coverage for any and all acts arising out of 
the work or services performed by the contractor under the terms of this contract, with a 
limit of not less than $2,000,000 for each claim, and $4,000,000 aggregate claims. 
 
13.4 Certificates of Insurance. Contractor shall furnish the County with valid and complete 
Certificates of Insurance, or formal endorsements as required by the contract in the form 
provided by the County, issued by Contractor’s insurer(s), as evidence that policies 
providing the required coverage, conditions and limits required by this contract are in full 
force and effect. Such certificates shall identify this contract number and title. 
In the event any insurance policy(ies) required by this contract is (are) written on a claims-
made basis, coverage shall extend for two years past completion and acceptance of 
Contractor’s work or services and as evidenced by annual certificates of insurance. 
If a policy does expire during the life of the Contract, a renewal certificate must be sent to 
County 15 calendar days prior to the expiration date. 
13.5 Cancellation and Expiration Notice. Applicable to all insurance policies required within 
the insurance requirements of this contract, Contractor’s insurance shall not be permitted 
to expire, be suspended, be canceled, or be materially changed for any reason without 30 
days prior written notice to Maricopa County. Contractor must provide to Maricopa County, 
within two 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 Office of Procurement Services and 
shall be mailed, or hand delivered to 301 W. Jefferson St. Suite 700, Phoenix, AZ 85003, or 
emailed to the procurement officer noted in the solicitation.

14. Statutory Right of Cancellation for Conflict of Interest. Notice is given that, pursuant to 
A.R.S. § 38-511, you may cancel any contract without penalty or further obligation within three 
years after execution of the contract, if any person significantly involved in initiating, 
negotiating, securing, drafting, or creating the contract on your behalf is at any time, while the 
contract or any extension of the contract is in effect, an employee or agent of any other party 
to the contract in any capacity or consultant to any other party of the contract with respect to 
the subject matter of the contract. Additionally, pursuant to A.R.S. § 38-511, you may recoup 
any fee or commission paid or due to any person significantly involved in initiating, negotiating, 
securing, drafting, or creating the contract on your behalf from any other party to the contract 
arising as the result of the contract. 
15. Verification Regarding Compliance with A.R.S. § 41-4401 and Federal Immigration Laws and 
Regulations. 
15.1 By entering into the contract, we warrant compliance with the Immigration and 
Nationality Act (INA using E-Verify) and all other Federal immigration laws and 
regulations related to the immigration status of our employees and A.R.S. § 23-214(A). 
We shall obtain statements from our subcontractors certifying compliance and shall 
furnish the statements to the MCSS upon request. These warranties shall remain in 
effect through the term of the contract. We and our subcontractors shall also maintain 
Employment Eligibility Verification forms (I-9) as required by the Immigration Reform 
and Control Act of 1986, as amended from time to time, for all employees performing 
work under the contract and verify employee compliance using the E-Verify system and 
shall keep a record of the verification for the duration of the employee’s employment or 
at least three years, whichever is longer. I-9 forms are available for download at 
www.uscis.gov. 
15.2 You retain the legal right to inspect documents of our and any of our 
subcontractor’s employees performing work under this contract to verify compliance 
with paragraph 16.1 of this section. We and our subcontractor shall be given reasonable 
notice of your intent to inspect and shall make the documents available at the time and 
date specified. Should you suspect or find that the we or any of our subcontractors are 
not in compliance, you will consider this a material breach of the contract and may 
pursue any and all remedies allowed by law, including, but not limited to: suspension of 
work, termination of the contract for default, and suspension and/or debarment of us. 
All costs necessary to verify compliance are our responsibility. 
16. Uniform Administrative Requirements. By entering into this contract, we agree 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. 
17. Unique Entity Identifier (Uei) And System For Award Management Registration All 
contractors that receive federal funding must have a UEI number through

https://sam.gov/content/entity-registration. Contractor must also remain current with the 
System for Award Management www.sam.gov throughout the term of the contract. 
18. Religious Activities The contractor agrees that costs, planned or claimed, including costs 
incurred, shall not include any expense for any religious activity. 
19. Political Activity Prohibited None of the funds, materials, property, or services contributed 
by the County or the contractor under the agreement shall be used in the performance of this 
agreement for any partisan political activity, or to further the election or defeat of any 
candidate for public office. 
20. Equal Employment Opportunity 
20.1 The contractor shall not discriminate against any employee or applicant for 
employment because of race, age, disability, color, religion, sex, or national origin. The 
contractor shall take affirmative action to ensure applicants are employed and that 
employees are treated during employment without regard to their race, age, disability, 
color, religion, sex, 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. 
20.2 Contractor shall comply with the following provisions: 
20.2.1 Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 
2000a, et seq.); 
20.2.2 The Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); 
20.2.3 The Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. 
§§ 621, et seq.); 
20.2.4 The Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.); and 
Arizona Executive Order 2009-09, as amended, et seq. which mandates that all 
persons shall have equal access to employment opportunities. 
Contractor understands that the United States has the right to seek judicial 
enforcement of this assurance. 
21. Certification Regarding Lobbying Contractor certifies, to the best of their knowledge and 
belief, that: 
21.1 No federal appropriated funds have been paid or will be paid, by or on behalf of 
the contractor, to any person for influencing or attempting to influence an officer or 
employee of any agency. This applies to 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 contract, the making of any federal grant. Including the making of any 
federal, loan the entering into of any cooperative agreement, and the extension, 
continuation, renewal, amendment, or modification of any federal contract, grant, loan, 
or cooperative agreement. 
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, 
member of Congress, an officer or employee of Congress, or an employee of a member 
of Congress in connection with this federal contract, grant, loan, or cooperative 
agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure 
Form to Report Lobbying,” in accordance with its instructions. 
Contractor shall include Lobbying Certification language in the award documents for all 
subcontractors (including sub-grants, and contract under grants, loans, and cooperative 
agreements) and that all sub-recipients shall certify and disclose accordingly. 
The Lobbying Certification is a material representation of fact upon which reliance was 
placed when this transaction is made or entered into. Submission of this certification is 
prerequisite for making or entering into this transaction imposed by section 1352, Title 
31, U.S. Code. Any successful proposer(s) who fail to file the required certification shall 
be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 
for each such failure. 
22. Clean Air Act & Clean Water Act Contractor must comply with all applicable standards, 
orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h), 
section 508 of the Clean Water Act (33 U.S.C. 1368) Executive Order 11738, and Environmental 
Protection Agency regulations (40 CFR part 15). 
23. Energy Policy And Conservation Act Contractor must adhere to the standards and policies 
relating to energy efficiency, which are contained in the State energy conservation plan issued 
in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat.871)

INTENDING TO BE LEGALLY BOUND, the parties hereto have caused this agreement to be 
executed by their duly authorized representatives. 
 
 
Education Evolving 
 
______
 
 
Printed name: ___Amy Junge_______ 
Title:_Director of Teacher-Powered Schools 
Date: July 1, 2022 
 
 
 
 
Chairman Maricopa County Board of Supervisors   
 
______________________________ 
 
Printed name:_________________________ 
Title:__________________________ 
Date:__________________________