CONTRACT 220226-RFP GOODWARE LLC DBA 1ST ACADEMY PRESCHOOL AND CHILDCARE.PDF

CONTRACT HEAD START CHILD CARE SERVICES
220226-RFP

This contract is entered into this 22" day of June, 2022 by and between Maricopa County (“County”), a
political subdivision of the State of Arizona, and Goodware LLC dba 1St Academy Preschool and Childcare, an
Arizona corporation (“Contractor”) for the purchase of Head Start Child Care Services. The Contractor shail
provide 2 classrooms for children 0-3 years of age (8 children per classroom).

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CONTRACT TERM

44 This contract is for a term of one year, beginning on the 1° of July, 2022 and ending the 30" of
June, 2023.

OPTION TO RENEW

The County may, at its option and with the concurrence of the Contractor, renew the term of this contract
up to a maximum of four additional year(s), (or at the County's sole discretion, extend the contract on
a month-to-month basis for a maximum of six months after expiration). The Contractor shall be notified
in writing by the Office of Procurement Services of the County's intention to renew the contract term at
least 60 calendar days prior to the expiration of the original contract term.

CONTRACT COMPLETION

In preparation for contract completion, the Contractor shall make all reasonable efforts for an orderly
transition of its duties and responsibilities to another provider and/or to the County. This may include,
but is not limited to, preparation of a transition plan and cooperation with the County or other providers
in the transition. The transition includes the transfer of all records and other data in the possession,
custody, or control of the Contractor that are required to be provided to the County either by the terms
of this agreement or as a matter of law. The provisions of this clause shall survive the expiration or
termination of this agreement.

PAYMENTS

41 As consideration for performance of the duties described herein, County shall pay Contractor
the sum(s) stated in Exhibit D — Pricing Sheet.

4.2 Payment shall be made upon the County’s receipt of a properly completed invoice.
4.3 INVOICES

4.3.1 The Contractor shall submit one legible copy of their detailed invoice before
payment(s) will be made. Incomplete invoices will not be processed. At a minimum,
the invoice must provide the following information:

Company name, address, and contact information
County bill-to name and contact information
Contract serial number

County purchase order number

Invoice number and date

44

° Payment terms — Net 0
. Date of service or delivery
. Total amount due

4.3.2 Invoices shall be submitted to HSDFinance@Maricopa.gov

4.3.3 Problems regarding billing or invoicing shall be directed to the department as listed on
the purchase order.

4.3.4. Payment shall only be made to the Contractor by Accounts Payable through the
Maricopa County Vendor Express Payment Program. This is an electronic funds
transfer (EFT) process. After contract award, the Contractor shall complete the Vendor
Registration Form accessible from the County Department of Finance Vendor
Registration Web Site https:/Avww.maricopa.gow/5169/Vendor-Information.

4.3.5 EFT payments to the routing and account numbers designated by the Contractor shall
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.

APPLICABLE TAXES

4.4.1 It is the responsibility of the Contractor to determine any and all applicable taxes and
include those taxes in their proposal. The legal liability to remit the tax is on the entity
conducting business in Arizona. Tax is not a determining factor in contract award.

4.4.2 The County will look at the price or offer submitted and will not deduct, add, or alter
pricing based on speculation or application of any taxes, nor will the County provide
Contractor any advice or guidance regarding taxes. If you have questions regarding
your tax liability, seek advice from a tax professional prior to submitting your bid. You
may also find information at https:/Awww.azdor.gov/Business.aspx. Once your bid is
submitted, the offer is valid for the time specified in this solicitation, regardless of
mistake or omission of tax liability. If the County finds overpayment of a project due to
tax consideration that was not due, the Contractor will be liable to the County for that
amount, and by contracting with the County agrees to remit any overpayments back to
the County for miscaiculations on taxes included in a bid price.

4.4.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and
local taxes applicable to their 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 workers’ compensation. Contractor may be required to establish,
to the satisfaction of County, that any and all fees and taxes due to the City or the State
of Arizona for any license or transaction privilege taxes, use taxes, or similar excise
taxes are currently paid (except for matters under legal protest).

5.0 AVAILABILITY OF FUNDS

5.1

5.2

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.

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

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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 10 days in advance.

STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE)

The County is a member of the SAVE cooperative purchasing group. SAVE includes the State of
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under
the SAVE Cooperative Purchasing Agreement, and with the concurrence of the successful respondent
under this solicitation, a member of SAVE may access a contract resulting from a solicitation issued by
the County. If contractor does not want to grant such access to a member of SAVE, state so in
contractor's bid. In the absence of a statement to the contrary, the County will assume that contractor
does wish to grant access to any contract that may result from this bid. The County assumes no
responsibility for any purchases by using entities.

INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPAs)

County currently holds ICPAs with numerous governmental entities. These agreements allow those
entities, with the approval of the Contractor, to purchase their requirements under the terms and
conditions of the County contract. It is the responsibility of the non-County government entity to perform
its own due diligence on the acceptability of the contract under its applicable procurement rules,
processes, and procedures. Certain governmental agencies may not require an ICPA and may utilize
this contract if it meets their individual requirements. Other governmental agencies may enter into a
separate Statement of Work with the Contractor to meet their own requirements. The County is not a
party to any uses of this contract by other governmental entities.

TERMS AND CONDITIONS
8.1 INDEMNIFICATION

8.1.1. To the fullest extent permitted by law, and to the extent that claims, damages, losses,
or expenses are not covered and paid by insurance purchased by the contractor, the
contractor shall defend, indemnify, and hold harmless the County (as Owner), its
agents, representatives, 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.

8.1.2 Contractor's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, officers, directors, officials, and employees shall arise in connection
with any claim, damage, loss, or expense that is attributable to bodily injury, sickness,
disease, death, or injury to, impairment of, or destruction of tangible property, including
loss of use resulting therefrom, caused by negligent acts, errors, 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, anyone directly or
indirectly employed by them, or anyone for whose acts they may be liable, regardless
of whether or not such claim, damage, loss, or expense is caused in part by a party
indemnified hereunder.

8.1.3. The amount and type of insurance coverage requirements set forth herein will in no
way be construed as limiting the scope of the indemnity in this section.

8.1.4 The scope of this indemnification does not extend to the sole negligence of County.
8.2 INSURANCE
8.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain, at a minimum,
the herein stipulated insurance from a company or companies duly licensed by the

State of Arizona and possessing an AM Best, Inc. category rating of B++. In lieu of
State of Arizona licensing, the stipulated insurance may be purchased from a company

8.2.2

8.2.3

8.2.4

8.2.5

8.2.6

8.2.7

8.2.8

8.2.9

or companies, which 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.

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.

In the event that the insurance required is written on a claims-made basis, Contractor
warrants that any retroactive date under the policy shall precede the effective date of
this contract and either continuous coverage will be maintained, or an extended
discovery period will be exercised for a period of two years beginning at the time work
under this contract is completed.

Contractor's insurance shall be primary insurance as respects County, and any
insurance or self-insurance maintained by County shall not contribute to it.

Any failure to comply with the claim reporting provisions of the insurance policies or
any breach of an insurance policy warranty shall not affect the County's right to
coverage afforded under the insurance policies.

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.

The insurance policies required by this contract, except Workers’ Compensation and
Errors and Omissions, shall name County, its agents, representatives, officers,
directors, officials, and employees as additional insureds.

The policies required hereunder, except Workers’ Compensation and Errors and
Omissions, 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.

If available, the insurance policies required by this contract may be combined with
Commercial Umbrella Insurance policies to meet the minimum limit requirements. If a
Commercial Umbrella insurance policy is utilized to meet insurance requirements, the
Certificate of Insurance shall indicate which lines the Commercial Umbrella Insurance
covers.

8.2.9.1 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.

8.2.9.2

8.2.9.3

8.2.9.4

8.2.9.5

Automobile Liability

Commercial/Business Automobile Liability insurance with a combined single
limit for bodily injury and property damage of not less than $1,000,000 each
occurrence with respect to any of the Contractor's owned, hired, and non-
owned vehicles assigned to or used in performance of the Contractor’s work
or services or use or maintenance of the premises under this contract.

Workers’ Compensation

8.2.9.3.1 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.

8.2.9.3.2 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.

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
$1,000,000 for each claim, and $3,000,000 aggregate claims.

Sexual Molestation and Physical Abuse

The policy shall be endorsed to include coverage for sexual molestation and
physical abuse at limits not less than $2,000,000.00 per occurrence and
$4,000,000.00 aggregate. These limits may be included within a General
Liability policy, Professional Liability policy or provided by separate
endorsement with its own limits as required. Contractor must provide the
following statement on their Certificate(s) of Insurance: “Sexual molestation
and physical abuse coverage is included.” Policies/certificates stating that
“Sexual molestation and physical abuse coverage is not excluded” do not meet
this requirement.

8.2.10 Certificates of Insurance

8.2.10.1

8.2.10.2

8.2.10.3

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, 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 Contractors 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.

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8.2.11

8.2.10.4 Certificates of Insurance shall identify Maricopa County as the additional
insured/certificate holder as follows:

Maricopa County

c/o Risk Management

301 W Jefferson St, Suite 910
Phoenix, AZ 85003

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., 7'" Floor, Phoenix, AZ
85003, or emailed to the procurement officer noted in the solicitation.

FORCE MAJEURE

8.3.1

8.3.2

8.3.3

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 include, but are not limited to, 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, and interruption or failure of electricity or telecommunication
service, and pandemic.

Each party, as applicable, shall give the other party notice of its inability to perform and
particulars in reasonable detail of the cause of the inability. Each party must use best
efforts to remedy the situation and remove, as soon as practicable, the cause of its
inability to perform or comply.

The party asserting Force Majeure as a cause for non-performance shall have the
burden of proving that reasonable steps were taken to minimize delay or damages
caused by foreseeable events, 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.

ORDERING AUTHORITY

Any request for purchase shall be accompanied by a valid purchase order issued by a County
department or directed by a Certified Agency Procurement Aid (CAPA) with a purchase card
for payment.

NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION

This contract does not guarantee any minimum or maximum purchases will be made. Orders
will only be placed under this contract when the County identifies a need and proper
authorization and documentation have been approved.

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8.8

8.9

8.10

PURCHASE ORDERS

8.6.1 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, or for
shipment of product prior to issuance of purchase order.

8.6.2 Contractor agrees to accept verbal notification of cancellation of purchase orders from
the County procurement officer with written notification to follow. Contractor specifically
acknowledges to be bound by this cancellation policy.

BACKGROUND CHECK

Respondents may be required to pass multiple background checks (e.g. Sheriffs Office,
County Attorney's Office, Courts, as well as Maricopa County general government) to
determine if the respondent is acceptable to do business with the County. This applies to, but
is not limited to, the company, subcontractors, and employees, and the failure to pass these
checks shall deem the respondent non-responsible.

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 interruption 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.

STOP WORK ORDER

8.9.1. 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 calendar days after the order is delivered to the Contractor, and for any further
period to which the parties may agree. 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 calendar days after a stop work order is delivered to
the Contractor, or within any extension of that period to which the parties shall have
agreed, the procurement officer shall either:

8.9.1.1 cancel the stop work order; or

8.9.1.2 terminate the work covered by the order as provided in the Termination for
Default or the Termination for Convenience clause of this contract.

8.9.1.3 The procurement officer may make an equitable adjustment in the delivery
schedule and/or contract price, 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

TERMINATION FOR CONVENIENCE

Maricopa County may terminate the resultant contract for convenience by providing 60
calendar days advance notice to the Contractor.

8.11

8.12

8.13

8.14

8.15

TERMINATION FOR DEFAULT

8.11.1. The County may, by written Notice of Default to the Contractor, terminate this contract
in whole or in part if the Contractor fails to:

8.11.1.1. deliver the supplies or to perform the services within the time specified in
this contract or any extension;

8.11.1.2 make progress, so as to endanger performance of this contract; or
8.11.1.3 perform any of the other provisions of this contract.

8.11.2 The County's right to terminate this contract under these subparagraphs may be
exercised if the Contractor does not cure such failure within 10 business days (or more
if authorized in writing by the County) after receipt of a Notice to Cure from the
procurement officer specifying the failure.

PERFORMANCE

It shall be the Contractor’s responsibility to meet the proposed performance requirements.
Maricopa County reserves the right to obtain services on the open market in the event the
Contractor fails to perform, and any price differential will be charged against the Contractor.

CONTRACTOR EMPLOYEE MANAGEMENT

8.13.1 Contractor shall endeavor to maintain the personnel proposed in their proposal
throughout the performance of this contract.

8.13.2 If Contractor personnel’s employment status changes, Contractor shall provide County
a list of proposed replacements with equivalent or greater experience.

8.13.3 Under no circumstances shall the implementation schedule to be impacted by a
personnel change on the part of the Contractor.

8.13.4 Contractor shall not reassign any key personnel identified in their proposal without the
express consent of the County.

8.13.5 County reserves the right to request the replacement of any Contractor personnel at
any time, for any reason.

USAGE REPORT

The Contractor shall furnish the County a usage report, upon request, delineating the
acquisition activity governed by the contract. The format of the report shall be approved by the
County and shall disclose the quantity and dollar value of each contract item by individual unit
of measure.

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.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 the contract
on behalf of the County from any other party to the contract arising as the result of the contract.

8.16

8.17

8.18

8.19

8.20

8.21

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.

SUBCONTRACTING

8.17.1. 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 or project.

8.17.2 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. 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.

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.

ADDITIONS/DELETIONS OF REQUIREMENTS

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.

RIGHTS IN DATA

8.20.1 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.

8.20.2 Data, records, reports, and all other information generated for the County by a third
party as the result of a contract are the property of the County and shall be provided in
a format designated by the County or shall be and remain accessible to the County
into perpetuity.

ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW

8.21.1 In accordance with Section MC1-373 of the Maricopa County Procurement Code, the
Contractor agrees to retain (physical or digital copies of) all books, records, accounts,
statements, reports, files, and other records and back-up documentation relevant to
this contract for six years after final payment or until after the resolution of any audit
questions, which could be more than six years, whichever is longest. The County,
Federal or State auditors and any other persons duly authorized by the department
shall have full access to and the right to examine, copy, and make use of, any and all
said materials.

8.21.2 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

8.22

8.23

8.24

8.25

8.26

8.27

8.28

reimburse Maricopa County for the services not so adequately supported and
documented.

AUDIT DISALLOWANCES

If 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 of the County, and may include
either an adjustment to future invoices, request for credit, request for a check, or a deduction
from current invoices submitted by the Contractor equal to 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.

STRICT COMPLIANCE

Acceptance by County of a performance that is not in strict compliance with the terms of the
contract shall not be deemed to be a waiver of strict compliance with respect to all other terms
of the contract.

VALIDITY

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 the contract.

SEVERABILITY

The removal, 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.

RELATIONSHIPS

8.26.1 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.

8.26.2 The County reserves the right of final approval on proposed staff. 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.

WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01

If vendor engages in for-profit activity and has 10 or more employees, and if this agreement
has a value of $100,000 or more, vendor 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.

CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
8.28.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the
best of his or her knowledge and belief that the Contractor, its current officers, and
directors:
8.28.1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from being awarded any contract or grant
by any United States department or agency or any state, or local jurisdiction;

8.28.1.2 have not within a three-year period preceding this contract:

8.29

8.28.2

8.28.3

8.28.1.2.1 been convicted of fraud or any criminal offense in connection
with obtaining, attempting to obtain, or as the result of performing
a government entity (Federal, State or local) transaction or
contract; or

8.28.1.2.3 been convicted of violation of any Federal or State antitrust
statutes or conviction for embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false statements,
or receiving stolen property regarding a government entity
transaction or contract;

8.28.1.3 are not presently indicted or criminally charged by a government entity
(Federal, State or local) with commission of any criminal offenses in
connection with obtaining, attempting to obtain, or as the result of performing
a government entity public (Federal, State or local) transaction or contract;

8.28.1.4 are not presently facing any civil charges from any governmental entity
regarding obtaining, attempting to obtain, or from performing any
governmental entity contract or other transaction; and

8.28.1.5 have not within a three-year period preceding this contract had any public
transaction (Federal, State or local) terminated for cause or default.

If any of the above circumstances described in the paragraph are applicable to the
entity submitting a bid for this requirement, include with your bid an explanation of the
matter including any final resolution.

The Contractor shall include, without modification, this clause in all lower tier covered
transactions (i.e. transactions with subcontractors or sub-subcontractors) and in all
solicitations for lower tier covered transactions related to this contract. If this clause is
applicable to a subcontractor or sub-subcontractor, the Contractor shall include the
information required by this clause with their bid.

VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS

8.29.1

8.29.2

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 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.

The County retains the legal right to inspect documents of Contractor and subcontractor
employees performing work under this contract to verify compliance with paragraph
8.29.1 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 Contractor. All costs necessary to verify compliance are the
responsibility of the Contractor.

8.30

8.31

8.32

8.33

CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO
INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS

8.30.1

8.30.2

8.30.3

The parties agree that this contract and employees working on this contract will be
subject to the Contractor employee whistleblower protections established by Title 41
U.S.C. § 4712 and Section 3.908 of the Federal Acquisition Regulation.

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.

Contractor shall insert the substance of this clause, including this paragraph, in all
subcontracts over the simplified acquisition threshold ($250,000 as of fiscal year 2018).

CONTRACTOR LICENSE REQUIREMENT

8.31.1

The Contractor shall procure all permits, insurance, and licenses, and pay the charges
and fees necessary and incidental to the lawful conduct of his/her business, and as
necessary complete any requirements, by any and all governmental or non-
governmental entities as mandated to maintain compliance with and remain in good
standing. The Contractor shall keep fully informed of existing and future trade or
industry requirements, and 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
department of any and all changes concerning permits, insurance, or licenses.

INFLUENCE

8.32.1

8.32.2

8.32.3

As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to
influence an employee or agent to breach the Maricopa County Ethical Code of
Conduct or any ethical conduct, may be grounds for disbarment or suspension under
MC1-902.

An attempt to influence includes, but is not limited to:

8.32.2.1 A person offering or providing a gratuity, gift, tip, present, donation, money,
entertainment or educational passes or tickets, or any type of valuable
contribution or subsidy 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.

CONFIDENTIAL INFORMATION

8.33.1

8.33.2

Any information obtained in the course of performing this contract may include
information that is proprietary or confidential to the County. This provision establishes
the Contractor's obligation regarding such information.

The Contractor shall establish and maintain procedures and controls that are adequate
to assure that no information contained in its records and/or obtained from the County
or from others in carrying out its functions (services) under the contract shall be used
by or disclosed by it, its agents, officers, or employees, except as required to efficiently
perform duties under the contract. The Contractor's procedures and controls, at a
minimum, must be the same procedures and controls it uses to protect its own
proprietary or confidential information. If, at any time during the duration of the contract,

8.34

8.35

8.36

8.37

8.38

8.39

8.40

the County determines that the procedures and controls in place are not adequate, the
Contractor shall institute any new and/or additional measures requested by the County
within 15 business days of the written request to do so.

8.33.3 Any requests to the Contractor for County proprietary or confidential information shall
be referred to the County for review and approval, prior to any dissemination.

PUBLIC RECORDS

Under Arizona law, all offers submitted and opened are public records and must be retained
by the County at the Maricopa County 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.

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, expressed, or implied.

UNIFORM ADMINISTRATIVE REQUIREMENTS

By entering into this contract, the Contractor agrees to comply with all applicable provisions of
Title 2, Subtitle A, Chapter Il, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS,
COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in
Title 2 C.F.R. § 200 et seq.

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, Phoenix, Arizona.
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.

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.

INCORPORATION OF DOCUMENTS

8.40.1 The following are to be attached to and made part of this Contract:
8.40.1.1 Exhibit A —- Vendor Information
8.40.1.2 Exhibit A-1 Child Care Center Budget Plans (Each area submitted)
8.40.1.3 Exhibit B — Scope of Work & Service Delivery Methodology

8.40.1.4 Exhibit C — Services Area Selection & Age Group Selection

8.41

8.42

8.40.1.5 Exhibit D — Child Care Services Checklist
8.40.1.6 Exhibit E — Program Calendar
8.40.1.7 Exhibit F - Equal Employment Opportunity Certification
8.40.1.8 Exhibit G — Certification Regarding Debarment
8.40.1.9 Exhibit H —- Lobbying Packet
NOTICES
All notices given pursuant to the terms of this contract shall be addressed to:
For County:

Maricopa County

Office of Procurement Services
301 W. Jefferson St., 7" Floor
Phoenix, Arizona 85003-1647

Maricopa County

Human Services Department
Eve Del Real, Assistant Director
234 North Central 3 Floor
Phoenix AZ 85004
eve.delreal@maricopa.gov
602-372-3710

For Contractor:

Goodware LLC dba 18 Academy Preschool and Childcare
Kyle Goodman

1133 S Dobson Rd, Ste 101

Mesa, AZ 85202

INQUIRIES
8.42.1 Inquiries concerning information herein must be submitted prior to the question

deadline date/time posted in the e-procurement platform, Periscope S2G, using the

link in the “Q&A” tab.
8.42.2 Administrative telephone/email inquiries shall be addressed to:

ELIZABETH KUTTNER, PROCUREMENT OFFICER
TELEPHONE: (602) 506-0099
Elizabeth.Kuttner@maricopa.gov

8.42.3 Inquiries may be submitted by telephone but must be followed up in writing. No oral
communication is binding on Maricopa County.

IN WITNESS WHEREOF, this contract is executed on the date set forth above.

CONTRACTOR

AUTHORIZED SIGNATURE

PRINTED NAME AND TITLE

ADDRESS

DATE

MARICOPA COUNTY

CHAIRMAN, BOARD OF SUPERVISORS DATE

ATTESTED:

CLERK OF THE BOARD DATE

APPROVED AS TO FORM:

DEPUTY COUNTY ATTORNEY DATE

EXHIBIT A

VENDOR INFORMATION

COMPANY NAME: Goodware LLC

DOING BUSINESS AS (dba): 1st Academy Preschool and Childcare

MAILING ADDRESS: 1133 S Dobson RD, Ste 101, Mesa, AZ 85202

REMIT TO ADDRESS: Kyle Goodman

TELEPHONE NUMBER: 480-292-9880

FAX NUMBER:

WWW ADDRESS:

REPRESENTATIVE NAME: Kyle Goodman

REPRESENTATIVE TELEPHONE NUMBER: 480-292-9880

REPRESENTATIVE EMAIL ADDRESS 5thplacecc@gmail.com

UNIQUE ENTITY IDENTIFIER NNRUUQFNY7X5

YES NO REBATE

WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO a i
PURCHASE FROM THIS CONTRACT:
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: TT ie

PAYMENT TERMS
NET ZERO

EXHIBIT A-1
CHILD CARE BUDGET PLANS

For EHS Ages 0-2 per
Classroom: 10 Hour Day M-F, 48
Weeks Annually

CHILD CARE CENTER BUDGET PLAN
For EHS Ages 0-3 per Classroom:

Personnel Salaries for Staff Assigned to the EHS Classroom 73,008
Fringe Benefits Employment taxes, insurance, and variable benefits 18,252
Supplies Including diapers, wipes, food, consumables, office and classroom 1,694
supplies
Administrative Costs
(Not to exceed 15% of total Allocated Portion Administrative Expenses 0

expense)

« CACFP reimbursement for 8 EHS children of $939 per

Projected Income month =$11,270 annual
(State Funded Reimbursements e $3,315 Subsidies/Scholarships per month based on two -$36,624
to Partner) children in each classroom receiving

subsidies/scholarships= $21,000 annual
Maricopa County Reimbursement for Education and Care services
of 8 EHS enrolled children $92,954
(NET after calculation of other reimbursements)

Projected Billable to MCHSD

NOT TO EXCEED $92,954

In addition, we would request $5,000 to purchase additional equipment for our outdoor play area
and other equipment.

EXHIBIT B
SCOPE OF WORK & SERVICE DELIVERY METHODOLOGY

1.0 SCOPE OF WORK

11

1.2

PROGRAM REQUIREMENTS

Contractor will provide all children with a safe, nurturing, engaging, enjoyable and secure
learning environment. The environment will help the children gain the skills and confidence
necessary to succeed in their present environment. This development will prepare children for
later responsibilities in school and life. These requirements are all in line and comply with the
requirements of Head Start Performance Standards and the Head Start Act.

The HS Child Care Services initiative is grounded in six key areas that result in establishing
quality, early childhood programs for children:

Family Eligibility, Recruitment, Enrollment, and Attendance
Staff and Professional Development

Facilities and Ratio

Child Development and Education

Health and Safety

Administrative and Financial Management.

FAMILY ELIGIBILITY, RECRUITMENT, ENROLLMENT, AND ATTENDANCE

The Contractor shall be required to:

1.2.1

1.2.2

1.2.3

1.2.4

1.2.5

1.2.6

1.2.7

1.2.8

assist in identifying eligible children, refer families to the program, keep attendance
record and maintain enrollment of a child until child transitions to toddler room or
kindergarten;

assist in identifying eligible children receiving child care subsidies and maintaining 25
percent of enrollment opportunities with children receiving child care subsidies;

enter attendance into the Maricopa County Child Plus web-based management system
on a daily basis. Designate the appropriate absence codes to the child’s attendance
records;

support full family participation in the program and not exclude or create barriers that
would affect attendance; and address any data entry errors and oversee corrections of
errors on a weekly basis;

develop relationships with parents and structure services to encourage trust and
respectful, ongoing two-way communication between staff and parents to create
welcoming program environments that incorporate the unique cultural, ethnic, and
linguistic backgrounds of families in the program and community;

provide parents with opportunities to participate in the program as employees or
volunteers;

ensure a child is not expelled or unenrolled from HS because of a child’s or parent's
behavior;

ensure family fees related to late pick up do not exceed current child care rates; and

1.3

1.2.9

assist in the collection of non-Federal share match through in-kind donations of goods
or services such as family literacy activities and in home curriculum tasks.

STAFF AND PROFESSIONAL DEVELOPMENT

The Contractor shall be required to:

1.3.1

1.3.2

1.3.3

1.3.4

1.3.5

Conduct interviews, verify references, and obtain criminal record checks prior to
employment that include:

4.3.1.1. conduct a sex offender registry check;
4.3.1.2 _ state or tribal criminal history records, including fingerprint checks; or,

1.3.1.3 Federal Bureau of Investigation criminal history records, including fingerprint
checks; and

1.3.1.4 child abuse and neglect state registry check.
Staff Hire Requirements:

4.3.2.1 For EHS classrooms: Hire and retain two qualified teachers per classroom with
a minimum of an Infant and Toddler Child Development Associate (CDA).

4.3.2.2 For HS classrooms: Hire and retain qualified teacher(s) that with a degree
(Associates, Bachelors or Masters) in Early Childhood or related field with a
minimum of 18 credit hours of child development coursework, and one teacher
assistant with a preschool CDA or who is enrolled in a CDA or degree seeking
program for each classroom.

Ensure all staff completes first aid and cardiopulmonary resuscitation (CPR), health

screening with Tuberculosis (TB) results and have a food handler’s card prior to

working in the EHS/HS classroom.

If a qualified teacher or teacher assistant is absent or a vacancy occurs, the use of
substitutes or temporary staff may be allowed if they meet the required qualifications.

New staff and volunteers must participate in an orientation that focuses on, at a
minimum, the goals and underlying program philosophy and implementation within 10
days of start date which includes:

1.3.5.1 Staff roles and responsibilities;

1.3.5.2 Accident and emergency procedures;

1.3.5.3. Recognition of signs of illness and infestation;

1.3.5.4 Sudden Infant death Syndrome (SIDS);

1.3.5.5 Child guidance principles;

1.3.5.6 Hand washing techniques;

1.3.5.7 Diapering and toileting techniques;

1.3.5.8 Food preparation;

1.3.5.9 Bloodborne pathogens;

1.3.5.10 Mandated child abuse/neglect reporting;

1.3.6

1.3.7
1.3.8

1.3.9

1.3.10

1.3.11

1.3.12

1.3.13

1.3.14

1.3.5.11 Sun safety;

1.3.5.12 Safety in outdoor activity area; and

1.3.5.13 Maricopa County Supervision of children policy.

Participate in on-going professional development activities provided by MCHSD
including intensive coaching for teachers and directors as well as opportunities to be
observed and receive feedback and modeling of effective teacher practices directly
related to program performance goals; and needed specific trainings as designated by
the coach or specialist.

Enroll staff in the Arizona Early Childhood Workforce Registry.

Teaching staff must attend at a minimum three in-person training opportunities that
includes pre-service, mid-service, and end of year event.

Teaching staff must participate in the quarterly webinar series.

Teaching staff must complete a minimum of 18 clock hours of professional
development per year.

Fill vacant teacher positions within 30 days.

Compensate teachers and assistants when participating in professional development
opportunities outside of working hours.

Provide at a minimum three hours of paid time monthly for lesson planning and
recording child observation into Teaching Strategies (TSG) assessment system.

Ensure that all staff and volunteers abide by the Standards of Conduct that include the
requirements of HS Performance Standard and the HS Act:

1.3.14.1. Ensure staff and volunteers implement positive strategies to support
children’s well-being and prevent and address challenging behavior.

1.3.14.2 Ensure staff and volunteers do not maltreat or endanger the health or safety
of children, including, at a minimum, that staff must not:

1.3.14.2.1 Use corporal punishment;

1.3.14.2.2 Use isolation to discipline a child;

4.3.14.2.3 Bind or tie a child to restrict movement or tape a child’s mouth;
1.3.14.2.4 Use or withhold food as a punishment or reward;

1.3.14.2.5 Use toilet learning/training methods that punish, demean, or
humiliate a child;

1.3.14.2.6 Use any form of emotional abuse, including public or private
humiliation, rejecting, terrorizing, extended ignoring, or
corrupting a child;

1.3.14.2.7 Physically abuse a child;
1.3.14.2.8 Use any form of verbal abuse, including profane, sarcastic

language, threats, or derogatory remarks about the child or
child’s family; or,