14116-CONTRACT - TUTOR TIME LEARNING CENTERS, LLC (#6083).PDF

Vi ay. 21. 2015 9:52AM No. 1192 P. 1
CONTRACT PURSUANT TO RFP
SERIAL 14116-RFP
This Contract is entered into this 24 0 day of June, 2015 by and between Maricopa County ("County"), a political
subdivision of the State of Arizona, and Tutor Time Learning Centers, LLC (#6083) an Arizona corporation
("Contractor") for the purchase of Day Care services.
1_0 CONTRACT TERM:
1.1 This Contract is for a term of one (1) year, beginning on the 30 1 day of June, 2015 and ending the
30' day of June, 2016.
1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this
Contract for additional terms up to a maximum of four (4) one (1) year extensions, (or at the
County's sole discretion, extend the contract on a month-to-month bases for a maximum of six (6)
months after expiration). The County shall notify the Contractor in writing of its intent to extend
the Contract term at least sixty (60) calendar days prior to the expiration of the original contract
term, or any additional term thereafter.
2.0 PAYMENTS:
2.1. As consideration for performance of the duties described herein, County shall pay Contractor the
sum(s) stated in Exhibit "A."
2.2 Payment shall be made upon the County's receipt of a properly completed invoice.
2.3 INVOICES:
2.3.1 The Contractor shall submit in a manner acceptable to the County one (1) legible copy of
their detailed invoice before payment(s) can be made. At a minimum, the invoice must
provide the following information:
• Company name, address and contact
• County bill-to name and contact information
• Contract Serial Number
• County purchase order number
a Invoice number and date
• Payment terms
• Contract Item number(s)
• Description of Purchase (product or services)
• Extended price
• Total Amount Due
2.3.2 Problems regarding billing or invoicing shall be directed to the County as listed on the
Purchase Order.

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2.3,3 Payment shall be made to the Contractor by Accounts Payable through the tvlaricopa
County Vendor Express Payment Program_ This is an Electronic Funds Transfer (EFT)
process. After Contract Award the Contractor shall complete the Vendor Registration
Form located on the County Department of Finance Vendor Registration Web Site
(htto://www.maricona.env/FinanceNendors.asrix).
2.3.4 EFT payments to the routing and account numbers designated by the Contractor will
include the details on the specific invoices that the payment covers. The Contractor is
required to discuss remittance delivery capabilities with their designated financial
institution for access to those details.
23.5 Securities option or retention option prior to first Application for Payment.
2.4 APPLICABLE TAXES:
2.4.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any
installation labor on items that are not attached to real property performed by Contractor
under the terms of this Contract, the installation labor cost and the gross receipts for
materials provided shall be listed separately on the Contractor's invoices.
2,4.2 State and Local Transaction PriviteEe Taxes: Maricopa County is subject to all
applicable state and local transaction privilege taxes. To the extent any state and local
transaction privilege taxes apply to sales made under the terms of this contract it is the
responsibility of the seller to collect and remit all applicable taxes to the proper taxing
jurisdiction of authority.
2.4.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and
local taxes applicable to its operation and any persons employed by the Contractor.
Contractor shall, and require all subcontractors to hold Maricopa County harmless from
any responsibility for taxes, damages and interest, if applicable, contributions required
under Federal, and/or state and local laws and regulations and any other costs including
transaction privilege taxes, unemployment compensation insurance, Social Security and
Worker's Compensation.
2.5 TAX: (SERVICES):
No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and
all taxes and include the same in proposal price.
3.0 AVAILABILITY OF FUNDS:
3.1 The provisions of this Contract relating to payment for services shall become effective when funds
assigned for the purpose of compensating the Contractor as herein provided are actually available
to County for disbursement. The County shall be the sole judge and authority in determining the
availability of funds under this Contract. County shall keep the Contractor fully informed as to the
availability of funds.
3.2 If any action is taken by any state agency, Federal department or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection
with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in
connection with, this Contract. In the event of termination, County shall be liable for payment
only for services rendered prior to the effective date of the termination, provided that such services
are performed in accordance with the provisions of this Contract. County shall give written notice
of the effective date of any suspension, amendment, or termination under this Section, at least ten
(10) days in advance.
4.0 DUTIES:
4.1 The Contractor shall perform all duties stated in Exhibit "B", or as otherwise directed in writing
by the Procurement Officer.

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5.0 TERMS and CONDITIONS:
5.1 INDEMNIFICATION -,
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 Contractor, the Contractor shall defend
indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers,
directors, officials, and employees from and against all claims, damages, losses, and expenses
(including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and
attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the
negligent acts, errors, omissions, or mistakes relating to the performance of this Contract.
Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives,
agents, 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 there from,
caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but
only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any
one 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 hereunder.
5.1.1 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 paragraph.
5,1,2 The scope of this indemnification does not extend to any claim, damage, loss, or expense
resulting from the sole negligence of County,
6.0 INSURANCE:
6.1 Contractor, shall purchase and maintain the herein stipulated minimum insurance from a
company or companies duty licensed by the State of Arizona and possessing a cun -ent A.M. Best,
Inc. rating of B++6. In lieu of State of Arizona licensing, the stipulated insurance may be
purchased from a company or companies who are authorized to do business in the State of
Arizona, provided that said insurance companies meet the approval of County. The form of any
insurance policies and forms must be acceptable to County. Contractor may be reimbursed by the
County for insuring Early Head Start classrooms only.
6.1.1 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 Contract is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of County,
constitute a material breach of this Contract.
6.12 Contractor's insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.
6.1.3 Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect coverage afforded under the
insurance policies to protect County.
6.1,4 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. Contractor shall be
solely responsible for the deductible and/or self-insured retention and County, at its
option, may require Contractor to secure payment of such deductibles or self-insured
retentions by a surety bond or an irrevocable and unconditional letter of credit.

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6.1,5 County reserves the right to request and to receive, within 10 working days, certified
copies of any or all of the herein required insurance certificates. County shall not be
obligated to review policies and/or endorsements or to advise Contractor of any
deficiencies in such policies and endorsements, and such receipt shall not relieve
Contractor from, or be deemed a waiver of County's right to insist on strict fulfillment of
Contractor's obligations under this Contract.
6_1.6 The insurance policies required by this Contract, except Workers' Compensation, shall
name County, its agents, representatives, officers, directors, officials and employees as
Additional Insured',
6.1.7 The policies required hereunder, except Workers' Compensation, shall contain a waiver
of transfer of rights of recovery (subrogation) against County, its agents, representatives,
officers, directors, officials and employees for any claims arising out of Contractor's
work or service.
6.1.8 The Contractor's policies shall stipulate that the insurance afforded the Contractor shall
be primary insurance and that any insurance carried by the Department, its agents,
officials, employees or the State of Arizona shall be excess and not contributory
insurance, as provided by A.R,S. § 41-621 (n).
6.1.9 Coverage provided by the Contractor shall not be limited to the liability assumed under
the indemnification provisions of this Contract.
6.1.10 Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $1,000,000 for each occurrence, $1,000,000
Products/Completed Operations Aggregate, and $1,000,000 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
COL limiting the scope of coverage for liability arising from explosion, collapse, or
underground property damage.
6.1.11 Workers' Compensation:
6.1.11.1 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.
6.1.11.2 Contractor waives all rights against County 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 pursuant to this Contract.
6.1.12 Sexual Molestation And Physical Abuse:
When services involve working with these groups of individuals, the insurance
requirements in the contract need to be revised to include coverage for "sexual
molestation and physical abuse". Coverage for this type of claim, or allegation, is
excluded from standard general liability policies. Therefore, contractors whose services
include working with and/or caring for children/elderly and disabled persons should have
their policies specifically endorsed to include this coverage.

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SERIAL 14116-RFP
6.1.13 Commercial General Liability — Occurrence Form
Policy shall include bodily injury, property damage and broad faun contractual
liability coverage. .
a. The policy shall be endorsed to include coverage for physical/sexual abuse and
molestation.
b. The policy shall be endorsed to include the following additional insured language:
"Maricopa County, its subsidiary, parent, associated and/or affiliated entities,
successors, or assigns, its elected officials, trustees, employees, agents, and
volunteers shall be named as additional insureds with respect to liability arising out
of the activities performed by, or on behalf of the Contractor".
6.1.14 Minimum Limits:
General Aggrega te $1,000,000
Products/Completed Operations Aggregate $1,000,000
Each Occurrence Limit $1,000,000
Personal/Advertising Injury $1,000,000
Sexual Abuse/IvIelestrition $1,000,000
6.1.15 Certificates of Insurance.
6.1.15.1 Prior to Contract Award, 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 (see Exhibit 2), 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.
6.1.15.2 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,
6.1.15.3 If a policy, does expire during the life of the Contract, a renewal certificate
must be sent to County fifteen (15) days prior to the expiration date.
6.1.16 Cancellation and Expiration Notice.
Insurance required herein shall not he permitted to expire, be canceled, or materially
changed without thirty (30) days prior written notice to the County.
6.2 FORCE MAJEURE:
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
Contract 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,
interruption or failure of electricity or telecommunication service.
6.2.1 Each party, as applicable, shall give the other party notice of its inability to perform and
particulars hi reasonable detail of the cause of the inability. Each party must use best

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efforts to remedy the situation and remove, as soon as practicable, the cause of its
inability to perform or comply.
6,2.2 The party asserting Force Afajezo-e 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, that all non-excused obligations were substantially fulfilled, and that
the other party was timely notified of the likelihood or actual occurrence which would
justify such an assertion, so that other prudent precautions could be contemplated.
62.3 The County shall reserve the right to terminate this Contract and/or any applicable order
or contract release purchase order upon non-performance by Contractor. The County
shall reserve the right to extend the Contract and time for performance at its discretion.
6.3 REQUIREMENTS CONTRACT:
63.1 Contractors signify their understanding and agreement by signing a bid submittal, that the
Contract resulting from the bid is a requirements contract. However, the Contract does
not guarantee any minimum or maximum number of purchases will be made. It only
indicates that if purchases are made for the materials or services contained in the
Contract, they will be purchased from the Contractor awarded that item if the Contractor
can meet all the delivery requirements of the County. Orders will only be placed when
the County identifies a need and proper authorization and documentation have been
approved.
6.3.2 County reserves the right to cancel Purchase Orders within a reasonable period of time
after issuance. Should a Purchase Order be canceled, the County agrees to reimburse the
Contractor for actual and documentable costs incurred by the Contractor in response to
the Purchase Order, The County will not reimburse the Contractor for any costs incurred
after receipt of County notice of cancellation, or for lost profits, shipment of product prior
to issuance of Purchase Order, etc.
6.3.3 Contractors agree to accept verbal notification of cancellation of Purchase Orders from
the County Procurement Officer with written notification to follow. By submitting a bid
in response to this Invitation for Bids, the Contractor specifically acknowledges to be
bound by this cancellation policy.
6.4 SUSPENSION OF WORK:
The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or
any part of the work of this contract for the period of time that the Procurement Officer determines
appropriate for the convenience of the County. No adjustment shall be made under this clause for
any suspension, delay, or interraption to the extent that performance would have been so
suspended, delayed, or interrupted by any other cause, including the fault or negligence of the
Contractor. No request for adjustment under this clause shall be granted unless the claim, in an
amount stated, is asserted in writing as soon as practicable after the termination of the suspension,
delay, or interruption, but not later than the date of final payment under the contract.
6.5 STOP WORK ORDER:
The Procurement Officer may, at any time, by written order to the Contractor, require the
Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days
after the order is delivered to the Contractor, and for any further period to which the parties may
wee. The order shall be specifically identified as a stop work order issued under this clause.
Upon receipt of the order, the Contractor shall immediately comply with its terms and take all
reasonable steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to
the Contractor, or within any extension of that period to which the parties shall have agreed, the
Procurement Officer shall either-
6.5.1 Cancel the slop-work order; or

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6.5.2 Terminate the work covered by the order as provided in the Default, or the Termination
for Convenience of the County, clause of this contract.
6.5.3 The Procurement Officer may make an equitable adjustment in the delivery schedule
and/or contract price, or otherwise, and the contract shall be modified, in writing,
accordingly, if the Contractor demonstrates that the stop work order resulted in an
increase in costs to the Contractor.
6.6 UNCONDITIONAL TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the resultant Contract for convenience by providing sixty (60)
calendar days advance notice to the Contractor.
6.7 TERMINATION FOR. DEFAULT:
The County may, by written notice of default to the Contractor, terminate this contract in whole or
in part if the Contractor fails to:
6.7.1 Deliver the supplies or to perform the services within the time specified in this contract or
any extension;
6.7.2 Make progress, so as to endanger performance of this contract; or
6.7.3 Perform any of thc other provisions of this contract.
63,4 The County's right to terminate this contract under these subparagraph may be exercised
if the Contractor does not cure such failure within 10 days (or more if authorized in
writing by the County) after receipt of the notice from the Procurement Officer
specifying the failure.
6.8 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. § 38-511 the County 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
behalf of the County 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.ILS § 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 the contract on
behalf of the County from any other party to the contract arising as the result of the Contract.
6.9 CONTRACTOR LICENSE REQUIREMENT:
6.9A The Respondent shall procure all permits, insurance, licenses and pay the charges and
fees necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any required certification requirements, required by any and all governmental
or non-governmental entities as mandated to maintain compliance with and in good
standing for all permits and/or licenses. The Respondent shall keep fully informed of
existing and future trade or industry requirements, Federal, State and Local laws,
ordinances, and regulations which in any manner affect the fulfillment of a Contract and
shall comply with the same. Contractor shall immediately notify both Office of
Procurement Services and the using agency of any and all changes concerning permits,
insurance or licenses.
6.92 Respondents furnishing finished products, materials or articles of merchandise that will
require installation or attachment as part of the Contract, shall possess any licenses
required. A Respondent is not relieved of its obligation to posses the required licenses by

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subcontracting of the labor portion of the Contract, Respondents are advised to contact
the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to ascertain
licensing requirements for a particular contract. Respondents shall identify which
license(s), if any, the Registrar of Contractors requires for performance of the Contract.
6.10 SUBCONTRACTING:
6.10.1 The Contractor may not assign to another Contractor or Subcontract to another party for
performance of the terms and conditions hereof without the written consent of the
County. All correspondence authorizing subcontracting must reference the Bid Serial
Number and identify the job project.
6.10.2 The Subcontractor's rate for the job shall not exceed that of the Prime Contractor's rate,
as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher
rates or the County has approved the increase. The Subcontractor's invoice shall be
invoiced directly to the Prime Contractor, who in turn shall pass-through the costs to the
County, without mark-up. A copy of the Subcontractor's invoice must accompany the
Prime Contractor's invoice.
6.11 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa
County Office of Procurement Services shall be responsible for approving all amendments for
Maricopa County.
6.12 ADDITIONS/DELETIONS OF SERVICE:
6_12,1 The County reserves the right to add and/or delete materials and services to a Contract. If
a service requirement is deleted, payment to the Contractor will be reduced
proportionately, to the amount of service reduced in accordance with the bid price. If
additional materials or services are required from a Contract, prices for such additions
will be negotiated between the Contractor and the County.
6.12.2 The County reserves the right of final approval on proposed staff for all Task Orders.
Also, upon request by the County, the Contractor will be required to remove any
employees working on County projects and substitute personnel based on the discretion
of the County within two business days, unless previously approved by the County.
6.13 VALIDITY:
Tho invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of the Contract.
6.14 SEVERABILITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of this Contract.
6.15 RIGHTS IN DATA:
The County shall have the use of data and reports resulting from a Contract without additional cost
or other restriction except as may be established by law or applicable regulation. Each party shall
supply to the other party, upon request, any available information that is relevant to a Contract and
to the performance thereunder.
6.16 NON-tomMINATION:
Contractor 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

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Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be
viewed and downloaded at the Governor of the State of Arizona"s website
http://,www.azgovernor.gov/dms/upload/E0 2009 09.pdf which is hereby incorporated into this
contract as if set forth in full herein. During the performance of this contract, Contractor shall not
discriminate against any employee, client or any or any other individual in any way because of
that persons age, race, creed, color, religion, sex, disability or national origin.
6.17 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
6,17,1 The undersigned (authorized official signing for the Contractor) certifies to the best of his
or her knowledge and belief, that the Contractor
6.17.1.1 is not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
Department or agency;
6,17.1.2 have not within 3-year period preceding this Contract 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 statues or
commission of embezzlement, theft, forgery, bribery, falsification Or
dc$tnintiOn of records, making false statements, or receiving stolen property;
6.17.1.1 are not presently indicted or otherwise criminally or civilly charged by a
government entity (Federal, State or local) with commission of any of the
offenses enumerated in paragraph (2) of this certification; and
6.17.1.4 have not within a 3-year period preceding this Contract had one or more
public transaction (Federal. State or local) terminated for cause of default.
6.17.2 The Contractor agrees to include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subcontractors) and in all solicitations for
lower tier covered transactions related to this Contract.
6.18 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
6.18.1 By entering into the Contract, the Contractor warrants 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 its employees and A.R.S. §23-214(A). The
contractor shall obtain statements from its subcontractors certifying compliance and shall
furnish the statements to the Procurement Officer upon request. These warranties shall
remain in effect through the term of the Contract. The Contractor and its 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
&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 USCIS.GOV.
6.18.2 The County retains the legal right to inspect contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph
6.18.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the
County's intent to inspect and shall make the documents available at the time and date
specified. Should the County suspect or find that the Contractor or any of its subcontractors
are not in compliance, the County 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 the

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Contractor. All costs necessary to verify compliance are the responsibility of' the
Contractor.
6.19 INFLUENCE
As prescribed in MC!- [202 of the 1V1aricopa County Procurement Code, any effort to influence an
employee or agent to breach the 1Vtaricopa County Ethical Code of Conduct or any ethical conduct
may be grounds for Disbarment or Suspension under IvIC1-902_
An attempt to influence includes, but is not limited to:
6.19.1 A Person offering or providing a gratuity, gift, tip, present, donation, money,
entertainment or educational passes or tickets, or any type valuable contribution or
subsidy,
6.19.2 That is offered or given with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.
If a Person attempts to influence any employee or agent of Maricopa County, the Chief
Procurement Officer, or his designee, reserves the right to seek any remedy provided by the
Maricopa County Procurement Code, any remedy in equity or in the law, Or any remedy provided
by this contract.
6.20 CONTRACTOR EMPLOYEE WHISTLEELOWER RIGHTS AND REQUIREMENT TO
INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS.
6.20.1 The Parties agree that this Contract and employees working on this Contract will be
subject to the whistleblower rights and remedies in the pilot program on contractor
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 Regulation;
6.20.2 Contractor 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 Contractor and copies provided to County
upon request.
6.20.3 Contractor shall insert the substance of this clause, including this paragraph (c), in all
subcontracts over the simplified acquisition threshold ($150,000 as of September 2013).
6.21 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER. REVIEW:
621.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the
Contractor agrees to retain all books, records, accounts, statements, reports, files, and
other records and back-up documentation relevant to this Contract for six (6) years after
final payment or until after the resolution of any audit questions which could be more
than six (6) years, whichever is latest. The County, Federal or State auditors and any
other persons duly authorized by the Department shall have MI access to, and the right to
examine, copy and make use of, any and all said materials.
6.21.2 If the Contractor's books, records, accounts, statements, reports, files, and other records
and back-up documentation relevant to this Contract are not sufficient to support and
document that requested services were provided, the Contractor shall reimburse Maricopa
County for the services not so adequately supported and documented.
6.21.3 11 at any time it is determined by the County that a cost for which payment has been made
is a disallowed cost, the County shall notify the Contractor in writing of the
disallowance. The course of action to address the disallowance shall be at sole discretion

May. 21. 2015 9:56AM No. 1192 P. 11
SERIAL 14116-RFP
of the County, and may include either an adjustment to future invoices, request for credit,
request for a check or deduction from current billings Submitted by the Contractor by the
amount of the disallowance, or to require reimbursement forthwith of the disallowed
amount by the Contractor by issuing a check payable to Maricopa County.
6.22 AUDIT DISALLOWANCES:
If at any time, County determines that a cost for which payment has been made is a disallowed
cost, such as overpayment, County shall notify the Contractor in writing of the disallowance.
County shall also state the means of correction, which may be but shall not be limited to
adjustment of any fiiture claim submitted by the Contractor by the amount of the disallowance, or
to require repayment of the disallowed amount by the Contractor.
6.23 OFFSET FOR DAMAGES;
In addition to all other remedies at Law or Equity, the County may offset from any money due to
the Contractor any amounts Contractor owes to the County for damages resulting from breach or
deficiencies in performance of the contract.
6,24 PUBLIC RECORDS:
Under Arizona law, all Offers submitted and opened are public records and must be retained by
the Records Manager at the Office of Procurement Services. Offers shall be open to public
inspection and copying after COntract award and execution, except for such Offers or sections
thereof determined to contain proprietary or confidential information, by the Office of
Procurement Services. If an Offeror believes that information in its Offer or any resulting
Contract should not be released in response to a public record request under Arizona law, the
Offeror shall indicate the specific information deemed confidential or proprietary and submit a
statement with its offer detailing the reasons that the information should not be disclosed. Such
reasons shall include the specific harm or prejudice which may arise from disclosure, The
Records Manager of the Office of Procurement Services shall determine whether the identified
information is confidential pursuant to the Maricopa County Procurement Code.
6,25 PRICES:
Contractor warrants that prices extended to County under this Contract are no higher than those
paid by any other customer for these or similar services.
6.26 INTEGRATION:
This Contract represents the entire and integrated agreement between the parties and supersedes
all prior negotiations, proposals, communications, understandings, representations, or agreements,
whether oral or written, express or implied.
6.27 RELATIONSHIPS:
In the performance of the services described herein, the Contractor shall act solely as an
independent contractor, and nothing herein or implied herein shall at any time be construed as to
create the relationship of employer and employee, co-employee, partnership, principal and agent,
or joint venture between the County and the Contractor.
6.28 GOVERNING LAW:
This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or
lawsuits involving this Contract will be in Maricopa County Superior Court or in the United States
District Curt for the District of Arizona, sitting in Phoenix, Arizona

May, 21. 2015 9:57AM No. 1192 P. 12
SERIAL 14116-RFT
6.29 ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and Contractor's license agreement, if
applicable, the terms of this Contract shall prevail.
6.30 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
6.30.1 Exhibit A, Guidelines For Developing A Child Care Reimbursement Budget Plan
6.30,2 Exhibit 8, Scope of Work;
6,30.3 Exhibit C, Early Head Start Child Care Partnership Checklist
NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
lvlaricopa County
Office of Procurement Services
ATTN: Contract Administration
120 West Lincoln Street
Phoenix, Arizona 85003-2494
For Contractor:
Toter Time Child Care Learning Center (#6083)
690 W. Warner Road.
Gilbert, AZ 85233
(480) 7824119

May. 21. 2015 9:57AM No. 1192 P. 13
SERIAL 14I16-RP?
IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
CONTRACTOR
SbOtAieti— , a&-x 0--it
AUTHORIZED SIGNATURE 1.00 roe Re i 0, 1,k .1) ce c -tor
a ie fie,
'PRINTED NAME AND TITLE g is-226)
9os tu‘ rviaUiribek atandicrt
ADDRESS
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED;
CLERK OF THE BOARD DATE
APPROVED AS TO FORM;
LEGAL COUNSEL DATE

May, 21. 2015 9:57AM No. 1192 P. 14
SERIAL 14I16-RFP
EXHIBIT A
GUIDELINES FOR DEVELOPNG A CHILD CARE REIMBURSEMENT BUDGET PLAN
#6083 Classroom I
PROJECTED ANNUAL EXPENSES/INCOME OF THE CHILD CARE PARTNER PER CLASSROOM:
CATEGORY DESCRIPTION DETAIL S PROJECTED EXPENSE
2 Full time Teachers for the infant rooms at %Mir.
Personnel 1 Floater paid at $10/hr 46,560
Based on 25% of salaries for employment taxes
Fringe Benefits and insurance 3,562
Supplies for 1 classrooms each Including: diapers,
wipes, food consumable supplies, office supplies,
and furniture; highchairs, cribs, walkers, tables and
Supplies chairs, bouncers in the classroom 40,401
Facility Cost Allocation (utilities, telephone &
Other (Admin Costs) lease) 11,564
computers ( 2 laptops, [pads one for
Teacher/Child) 2,500
Supervisor or Director's time 4,005
Training for instructional staff and mileage reim 1,150
Advertisement & Recruitment 500
Insurance 263
Licensing fees 41
Total Expenses 110,546
CATEGORY DESCRIPTION DETAIL PROJECTED INCOME
Income (State CACFP reimbursement of $1,270 per month based
Funded 2 Infants/Toddler in the classroom receiving
Reimbursement) subsidies and all children eligible for CACFP 15,237
AZ DES Subsidy based on 2 Infants @ $634 per mont 15,216
Total Subsidy Income 30,453
Project Grant Amount 80,093

May. 21. 2015 9:58AM No. 1192 P. 15
SERIAL 141 16-RFP
#6083 Classroom II
PROJECTED ANNUAL EXPENSES/INCOME OF THE CHILD CARE PARTNER PER CLASSROOM:
CATEGORY DESCRIPTION DETAIL PROJECTED EXPENSE
2 Full time Teachers for the infant rooms at $12/hr, 1
Personnel Floater paid at $10/hr 46,560
Based on 25% of salaries for employment taxes and
Fringe Benefits insurance 3,562
Supplies for 1 classrooms each Including: diapers,
wipes, food consumable supplies, office supplies,
and furniture; highchairs, cribs, walkers, tables and
Supplies chairs, bouncers in the classroom 40,401
Other (Admin Costs) Facility Cost Allocation (utilities, telephone 81. lease) 11,564
computers ( 2 laptops, loads one for Teacher/Child) 2,500
Supervisor or Director's time 4,005
Training for instructional staff and mileage reim 1,150
Advertisement & Recruitment 500
Insurance 263
Licensing fees 41
Total Expenses 110,546
CATEGORY DESCRIPTION DETAIL PROJECTED INCOME
Income (State CACFP reimbursement of $1,270 per month based 2
Funded Infants/Toddler in the classroom receiving subsidies
Reimbursement) and all children eligible for CACFP 15,237
AZ DES Subsidy based on 2 Toddlers @ $558 per month 15,216
Total Subsidy Income 30,453
Project Grant Amount 80,093

May. 21. 2015 9:58AM No. 1192 P. 16
SERIAL I 4116-RFP
EXHIBIT D
SCOPE OF WORK
School Founded Date:
4/3/2007
Facility Capacity:
416
Technology;
The Tutor Time Learning Center in Glendale is set up with a wireless connection that is accessible for all teachers
and administrators. Infant and Toddler teachers have daily access to one (1) laptop computer that are shared among
school staff to complete lesson planning, child assessments and to document the learning of each child. The staff
uses a weekly schedule that notifies each teacher of their time that week on the computer, which ensures each has
ample time to complete their work on the computer. Additionally, the school receives IT support for technology
issues by calling ore-mailing the company's Help Desk at Support Central.
Communities Served:
Tutor Time # 6083 is located near the intersection of Cooper and Warner roads, and serves the diverse Gilbert and
Chandler communities in the greater Phoenix area. Among its clientele, the school serves Gilbert and Queen Creek
residents who are foster care families and receive DES subsidies. To support the community, the school holds
meetings for foster care families multiple times a year and works closely with local businesses and residents to
ensure they are providing care that meets the needs of the families they are serving. The school is well-prepared to
serve EHS children and families, and provides high quality care to the children who are currently enrolled.
Demographics or Children Served:
The demographic that Tutor Time #6083 currently serves is 60% Caucasian, 13% Hispanic, 12% African -
American, 2% Indian, 2% Asian] and I% Native American.
Serving Low Income Families:
Twenty-five percent (25%) of Tatar Time's enrolled families are DES subsidized. We also serve a large foster care
community and provide support to the foster care families who attend the school. The school participates in the
CACFP program and the "Let's Move" federal health initiative to provide healthy food in schools and increase
children's physical activity. Tutor Time provides enrolled children with well-rounded, healthy balanced meals to
support growth and development. Tutor Time has experience serving low income families through these programs
and is eager to expand the offering of comprehensive services in coordination with the grantor and our community,
Experience With;
• AZ DM:
Tutor Time has been licensed since 2004 and its management team has over 25 years of experience
working with DES and families that qualify for the program.. During the school's most recent inspection in
January 2015, no major violations were found and all minor violations were either resolved while the
surveyor was on site during the inspection or within a week of the inspection concluding_ The school staff
is knowledgeable about state licensing guidelines and uses comprehensive checklists to ensure we adhere to
licensing regulations that support the health and safety of each child enrolled.
• AZ Dept. of Economic Security Child Care Administration Subsidy Program;
The school currently participates in the DES subsidy program and maintains all subsidy records for each
child and family receiving DES. Because Tutor Tune is a subsidiary of the nation's second largest child
care provider, the school has access to an in-state Arizona DES Subsidy Specialist to support families by
answering questions, handling billing and maintaining program records. In addition to this access the
school has access to billing and accounting systems that ensure proper and accurate billing for hours of
service including multiple funding streams.

May. 21. 2015 9:58AM No. 1192 P. 17
SERIAL 14116-RFP
• CACFP:
Tutor Time actively participates in CACFP; 25.21% of our families qualify as "Free," 6.1% as "Reduced"
and 68,49% "Paid" at our last completed claim. We currently have 48 children who qualify as Title )0C.
Mariann Dalgarno, the school Director, has many years of experience with CACFP in her current role and
through previous Director's positions. The school has access to a CACFP specialist that is available to do
on-site technical assistance, training and support of record maintenance. The company's CACFP specialist
is located in Arizona and is on-call to support the school whenever needed.
First Things First/Quality First:
In 2014, the school began participating in Quality First after being on the waiting list for over four years.
The program has been assessed once since that time and is recognized as a Progressing Star program due to
its NECPA accreditation, receiving the CLASS assessment and scoring an average of 3.61 on the Toddler
CLASS. Tutor Time does not currently have access to scholarships because they were awarded prior to the
school participating in Quality First. However, the school does have access to incentive funding to help
purchase materials for the classrooms, provide training for the teaching staff and procure building
enhancements that support high quality Early Childhood progranuning.
• National Accreditation;
In May 2013, Tutor Time 46083 became nationally accredited by NECPA. The school plans to maintain its
accreditation to further enhance our culture of high quality in providing program services. The school staff
recognizes and understands the benefits of and is committed to providing high quality care to young
children and families in the Gilbert and Queens Creek communities.
Organizational Capacity:
HUman Resources-Orientation and Professional Development:
At Tutor Time, more than 73% of the teaching staff have a CDA. Upon hire, all employees are required to
participate in mandatory orientation that trains new employees on our company policies, licensing requirements and
Quality First standards. This process spans several days and requires new staff to work with a mentor teacher prior
to working independently in the classroom. In addition, a school administrator or manager conducts ongoing
observations, providing informal and formal feedback to encourage teacher development. Goals for further
professional development are established during annual Performance Reviews,
Our Training Department develops monthly trainings, in-service sessions as well as host an annual Professional
Development Day each winter to foster continuing education for staff. We offer required trainings, such as
CPR/First Aid, Food Handlers certification and promote professional development opportunities which are available
in our community. The school regularly encourages staff to gain professional development and hosts Early
Childhood education classes. The school regularly hosts parent events, staff meetings and ongoing professional and
personal development workshops at the school. Our Tutor Time facility also has ample space to host parent
meetings in Our music and movement room. Our program is fully engaged in strengthening its commitment to
provide staff with a quality learning and working environment.
Center Operations-Health and Safety:
Health and safety standards are strictly adhered to and are governed by Arizona licensing requirements, company
policy and Quality First requirements. Upon hire, training on these standards is provided through company
mandated training and on an ongoing basis_ An Emergency Management Plan (EMP), developed by our company,
is available to parents and is posted in the school The EMP covers everything from weather-related catastrophes to
intruders and bomb threats. An off-site evacuation area has been established, and the location and evacuation
procedures are shared with every family at the time of enrollment. The staffs have access to a staff lounge area and
their own teacher spaces in the classrooms to support a positive work environment. The staff are required to attend
monthly meetings as well as ongoing safety trainings. The school has an identified Safety Captain who conducts
regular classroom checks to ensure the school adheres to health and safety guidelines. The Safety Captain also
conducts a Monthly Focus to support and train the staff on a variety of health and safety topics such as how to lift
children appropriately without injuring themselves.
Hours or Operation;
Monday through Friday 6:00arn-6:30pm
Ratios Ages 0 -3:
Infants 1:5, Toddlers 1:6, Twos 1:8, Threes 1:13
Daily Schedule Ages 0 -3;

May. 21. 2015 9:59AM No, 1192 P. 18
SERIAL 14116-RFP
See the Daily Schedules under the Other Data Tab
Evidence Based Curriculum:
We are confident that implementing the Creative Curriculum and Teaching Strategies Gold assessments mandated
by EHS will be an easy transition for our staff that currently use Learn from the Startni, Tutor Time's proprietary
curriculum for children ages birth to three years. As a result of successfully using curriculum based on the latest
research in how young children learn, our teachers are highly experienced in using valid and reliable developmental
assessment instruments,
The Learn from the Start developmental indicators (developed by Assessment Technologies, Inc. (ATI), a leader in
the field of valid and reliable assessment) are the 03 scales_ These research-based assessment Scales Measure
approaches to learning, cognitive development, language and communication development, social and emotional
development, and physical development and health. The indicators within each scale are based on developmental
paths validated using thousands of Head Start children and produce high reliabilities including Inter-Observer
Agreement.
Research Support detailing the validity of ATI 03 scales and indicators are available if needed, Our teachers are
adept in executing the cyclical nature of curriculum which relies on ongoing observation, implementation and
assessment to provide developmentally appropriate experiences in order to foster each individual child's growth and
learning.
Supervision and Transitions:
State ratios are maintained at all times for supervision and safety of all children. The school also has supervision
policies and procedures for in the classroom and on the playground to ensure the safety of each child. When hired
and ongoing, the teachers must sign off on the supervision policy. One of the best supervision policies the school
has is the Face-to-Name attendance procedures. The teacher must always do a face-to-name recognition of each
child during any transition time. During transitions from classroom to classroom or from classroom to outside the
Face-to-Name procedure is used.
The school is also equipped with cameras in each classroom which allows the management team, as well as families,
to observe what is happening throughout the day.
When a child transitions to a new classroom, the teacher works with the family and the school Director to set up a
transition plan for the child to best suit their developmental needs. Transitioning a child to a new classroom can take
from two weeks to one month depending on how well the child adjusts to their new environment. It is extremely
important that every child and family feel secure and safe during each transition in the school.
Pa may Communication and Engagement:
Tutor Time understands the importance of parents being involved with their child's development and provides an
array of resources and a library to support families during their child's development. For convenience, parent
meetings, family events and workshops are regularly offered on site in our music and movement room. The School
hosts Family Night events, such as the Pall Festival to allow family time and enhance parent/child/caregiver
relationships_ Parent classes are held for foster parents throughout the year as well.
Twice per year, Parent-Teacher Conferences are held so teachers and parents can discuss in detail their child's
development. Daily communication is sent home with each child to ensure that the family knows what their child
accomplished that day and how the day went. The family is also encouraged to share daily with the teacher any
pertinent information, observation or concern regarding their child. The Tutor Time staff is committed to providing
each child and family with a quality learning environment, and integrating the principles of the Parent, Family, and
Community Engagement Framework
Wrap Around Cure:
While Tutor Time understand the Early Head Start requirement is to offer care for eight hours of the day, we
understand the importance of full-time, full-day care for working families, families attending school or those seeking
employment. The opportunity for before and after care will be available to all children in the program to provide
consistency of care and we will fully staff our classrooms with qualified caregivers to meet that need.
Community Partnerships and Collaboration:
The school partners with local businesses and schools in the community to support families to ensure they have the
resources they need. The Director works with community colleges and other schools for staff professional
development. The school works with the Gilbert, Queens Creek and Greater Phoenix foster care organizations

May. 21. 2015 9:59AM No. 1192 P. 19
StrtiAL 14116-1IVP
(AASK) to provide foster families with meetings and training opportunities to support them in caring for their
children. The school staff understands that some families may need extra support in caring for their child due to
behavior concerns or special needs. Tutor Time is well equipped as a quality learning and support environment for
enrolled families including access to additional structural and quality supports from our national offices.
Timeline for Compliance:
Upon receiving the grant award we will begin the search for two qualified teachers internally and externally if
needed. We are confident that with the number of qualified staff in our program, we already have several candidates
for the position. We can expect the hiring process will realistically take about two months as this will include
conducting interviews, screening references and completing background checks. During this time we will also begin
ordering the furniture and materials needed for each classroom and setting up the classroom environment. We have
a very good partnership with our vendors and the process to completely set up both classrooms should take no more
than two months, based on shipping timelines.
We will partner with Maricopa County to begin scheduling trainings for our teachers in regards to the curriculum,
assessment and screening tools, hopefully within first four months of the program so that we can move forward with
using those tools with the children as soon as possible. We will partner with the Education Coach within six months
to create professional development plans for the teachers as well as the Director. We are confident that, in
partnership with the County and its resources, we will be able to meet the rigorous Early Head Start standards within
the 12 month timeframe.
EHS Quality Standards Compliance;
Working with our staff, we look forward to the potential assistance in helping them complete their CDA's in order to
meet EHS quality standards_ We will maintain our accreditation and continue to work on our goals to achieve the 3
STAR rating level. Although we already work with foster and low- income families, we may need assistance from
the Grantee in reaching El-IS-eligible families in the Infant and Toddler age groups to fill those classrooms. We will
designate space to accommodate the ratios required far the program.
Fiscal Management;
Given Tutor Time's corporate structure, the budget planning process is conducted in the spring of each year in
partnership with District Managers, Division Vice Presidents and the corporate Finance Team. Staff hours are
accounted for electronically on the school level and payment is made bi-weekly from the corporate level. Tutor
Time has a robust Finance and Accounting Department to ensure that Generally Accepted Accounting procedures
are adhered to on company level as well as on local, state and federal levels. A financial audit is conducted annually
by an outside accounting firm to ensure compliance.
Minimum Insurance Requirements:
Tutor Time's Liability Insurance meets the requirements outlined. Please see Certificate of Liability under the Other
Data tab_
Quality Status;
We are currently 2-Star rated and pursing a 3-STAR rating_ Please see current Quality First Certificate under the
Other Data tab.
Fcilitles
The only facility enhancements needed are to add in a changing table to one room and to re-license the classrooms
for infants and toddlers. The school will work with DHS and Maricopa County to ensure all enhancements meet the
requirements.
Teacher Qualifications
We have 23 staff employed. Seventeen (17) of the 23 have their CDAs. Five staff are currently working on their
BCE AA.
CACFP Participation
Tutor Time is currently participating in the CACFP program and has served about 300 children in the last 6 months,
Please see the letter under the Other Data tab indicating our participation since October 2014.

May 21. 2015 10:00AM No, 1192 P. 20
SERIAL 14116-Ial,
EXHIBIT C
EARLY HEAD START CHILD CARE PARTNERSHIP CHECKLIST
Tutor Time Learning
Name of Organization: Center #6083
ADHS License # ___ CDC 13347
DES License # P0002102714
Do you participate in First Things First Quality First Yes No
Doiou have a quality rating? Yes No
Ifies. what is your star quality rating? 2 STAR
Do you have any other national quality accreditation Yes No
If yes, What is it? NECPA
Do you have a history of serving children with subsidies? (lb No
If yes, how many children did you serve during the last 6 months? 52
List your current insurance policy and level of coverage:
General operational liability S1.000.000
Automobile $2,000,000
Physical/sexual abuse and molestation $1,000,000
Workman's Compensation $1,000,000
Are you using evidence-based crirriculuin --e-s'‘) No
If yes, what curriculum do you use? Leant From the Stalin'
Are you doing any child development screenings and assessments? (e—s) I No
Our teachers ve not
currently performing
developmental
screenings, but have
access to a Mental Health
• Consultant who does
perform screenings_ We
do use observation based
assessments aligned with
__ _ --.. If yes. what tools do you use? our cturiculunt.
Do you serve children with disabilities? Yes No
If yes, how many children did you serve daring the last 6 months? 4
We have partnered with
What Is your experience with CACFP? CACFP since 2014.
I