AGREEMENT WITH LOVING GUIDANCE.PDF

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CONTRACT 
BETWEEN 
MARICOPA COUNTY 
ADMINISTERED BY ITS 
HUMAN SERVICES DEPARTMENT 
AND 
LOVING GUIDANCE, LLC, DBA CONSCIOUS DISCIPLINE 
 
Agreement No.: C-22-22-097-X-00 
 
Agreement Start Date: May 18, 2022 
 
Agreement Termination Date: June 30, 2027 
 
Unique Entity Identifier (UEI): ENZCDVNAT655 
 
1.0 
PARTIES 
This financial Contract (“Agreement”) is entered into between Loving Guidance, LLC, DBA 
Conscious Discipline (“Contractor”) and Maricopa County administered by its Human Services 
Department Early Education Division (the “County”). The County and the Contractor shall be 
collectively referred to as the “Parties” and individually as “Party.” 
 
2.0 
PURPOSE 
2.1 
The purpose of the Agreement is for the Contractor to assist the Maricopa County Head 
Start Birth to Five Program to establish a Social and Emotional Learning (SEL) program 
and professional development package to meet programmatic needs. The SEL program 
and professional development package will provide deep understanding of the skill 
development of staff, children and families that participate in programs funded through 
the Head Start program. 
 
2.2 
The SEL program will ensure the Head Start program meets Head Start Performance 
Standard §1302.45 which requires a program-wide culture that promotes children’s 
mental health, social and emotional well-being, and overall health. Maricopa County 
Head Start Birth to Five Program must implement policies to limit suspension and 
prohibit expulsion as described in Head Start Program Performance Standard §1302.17. 
 
2.3 
The SEL program and professional development package shall be effective and 
evidence-based to improve social-emotional learning in children ages birth to five; 
improve staff skills in supporting and addressing the social-emotional development of 
children with a wide range of needs and experiences; improve school climate and 
decrease classroom behavior referrals.  
 
2.4 
The SEL program and professional development package shall address prevalent 
mental health concerns, behavior theory, challenging behaviors, trauma informed 
practices, conflict resolution and brain development. 
 
3.0 
TERMINATION  
3.1 
Under A.R.S. §38-511, either Party may cancel this Agreement without penalty or further 
obligation within three years after execution of this Agreement if any person significantly 
involved in initiating, negotiating, securing, drafting, or creating this Agreement on behalf 
of the County other Party is, at any time while this Agreement or any extension of this 
Agreement is in effect, an employee or agent of any other party to the Agreement in any 
capacity or consultant to any other party of the Agreement with respect to the subject

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matter of the Agreement. Additionally, under A.R.S § 38-511, either Party may recoup 
any fee or commission paid or due to any person significantly involved in initiating, 
negotiating, securing, drafting, or creating this Agreement on behalf of the Other Party 
from any other party to this Agreement arising as the result of this Agreement. 
 
3.2 
Either Party may terminate this Agreement at any time by giving the other Party at least 
sixty (60) calendar days prior notice in writing (unless terminated by the Board of 
Supervisors or Contractor under the Availability of Funds provision). The notice shall be 
given by either mail or via email to the persons listed in Paragraph 12.0 (Notices) of this 
Agreement. 
 
3.3 
This Agreement may be terminated by mutual written agreement of the Parties 
specifying the termination date therein. 
 
3.4 
County or Contractor has the right to terminate this Agreement upon twenty-four (24) 
hour notice when County determines that the health or welfare of the service recipients 
are endangered, or County’s or Contractor’s non-compliance jeopardizes funding source 
financial participation. If not terminated by one of the above methods, then this 
Agreement shall terminate upon the expiration of the term stated on page one of this 
Agreement or expiration of any extended term described in Paragraphs 4.0 (Agreement 
Renewal) and 5.0 (Amendments). 
 
4.0 
AGREEMENT RENEWAL 
This Agreement may be extended by a written amendment for two (2) additional one (1) year 
terms, or portions thereof, with the agreement of the parties.  
 
5.0 
AMENDMENTS 
Any changes to this Agreement shall be in writing and signed by the Parties.  
 
6.0 
ADMINISTRATIVE CHANGE ORDERS 
6.1 
The Chairman of the Board of Supervisors is authorized upon the recommendation of 
the Human Services Department Director and Legal Counsel to make changes within 
the Scope Services of the Agreement on behalf of the County through Administrative 
Change Orders. Administrative Change Orders shall be approved and fully executed by 
the Chairman of the Board of Supervisors and the Contractor. 
6.2 
Administrative Change Orders may address any of the following areas: 
6.2.1 Modifications to the project timeline if the last day of the project timeline is within 
the Agreement term; 
6.2.2 Modifications to Budget line items if the Agreement Amount remains unchanged; 
6.2.3 Modifications required by federal, state, or County regulations, ordinances, or 
policies; and 
6.2.4 Modifications to administrative requirements such as changes in Head Start 
Performance Standards as they relate to training requirements. 
 
7.0 
FUNDING 
Funding for this Agreement is provided by the Assistance Listing Number (ALN) formerly known 
as Catalog of Federal Domestic Assistance (CFDA) 93.600 Head Start and Early Head Start. 
 
8.0 
AVAILABILITY OF FUNDS  
Should the County determine that funds are not available for continuing the services; the County 
may cancel this Agreement. Every performance of the Parties under this Agreement is 
conditioned upon the availability of funds appropriated or allocated or granted for performance. 
If funds are not available for the continuance of this Agreement, this Agreement may be

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terminated by either Party at the end of the period for which funds are available. No liability shall 
accrue to either Party in the event of termination, and neither Party shall be obligated or liable 
for any future performance, payments or for any damages as a result of termination under this 
paragraph. 
 
9.0 
UNIQUE ENTITY IDENTIFIER AND SYSTEM FOR AWARD MANAGEMENT REGISTRATION 
Funding for activities under this Agreement are provided through U.S. Department of Health and 
Human (DHHS)/Administration for Children and Families (ACF), Office of Head Start (OHS). 
Contract must obtain a Unique Entity Identifier (UEI) through www.sam.gov. The Contractor 
must also remain current with the System for Award Management (SAM) www.sam.gov, a 
database of basic business information for Contractors that receive federal funds. 
 
10.0 
SCOPE OF SERVICES 
10.1 
Contractor shall work in collaboration with the Head Start program staff to build a system 
to support the development of self-sufficiency and self-regulation in children. Address 
the integration of behavior, social-emotional development, executive function and 
academics to ensure the achievement of school readiness goals. Provide a schedule of 
sufficient and consistent frequency to ensure a systematic roll out of the SEL program 
and professional development package. 
10.2 
Utilize adult learning research to develop essential skills. At a minimum provide 
instructional staff with the skills to: 
10.2.1 Understand the connection between brain development and behavior including 
attention and neuroplasticity; 
10.2.2 Utilize brain development foundation; 
10.2.3 Develop and understand composure; 
10.2.4 Assess and determine an appropriate response to a child's internal state; 
10.2.5 Identify behavioral triggers and behavioral temperaments; 
10.2.6 Notice and respond to behavioral cues in children; 
10.2.7 Develop a language of safety and responsiveness; 
10.2.8 Demonstrate appropriate levels of assertiveness and support the development of 
assertiveness in children; 
10.2.9 Provide child appropriate choices in behavioral responses; 
10.2.10 
Develop empathy in children; 
10.2.11 
Provide effective encouragement; 
10.2.12 
Recognize and judge the use of natural and logical consequences; 
10.2.13 
Evaluate behavioral situations and create appropriately matching adult 
response methods; 
10.2.14 
Develop problem solving skills in children; 
10.2.15 
Develop and practice appropriate response to physical aggression; 
10.2.16 
Implement classroom rituals; 
10.2.17 
Effectively respond to tantrums and rage; 
10.2.18 
Address the bully and victim cycle; 
10.2.19 
Respond to developing early childhood school safety. 
 
10.3 
Evidence-based. Any response must provide evidence of developmentally appropriate 
research-based early childhood curricula, including additional enhancements, as 
appropriate that are based on scientifically valid research and have standardized training 
procedures and curriculum materials to support implementation. 
 
10.4 
Align with the Head Start Early Learning Outcomes Framework/Curriculum: Ages Birth to 
Five and, as appropriate, state early learning and development standards; and are 
sufficiently content-rich to promote measurable progress toward development and 
learning outlined in the SEL Program and Professional Development Package.

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10.5 
Have an organized developmental scope and sequence that include plans and materials 
for learning experiences. Support a general wellness for staff, children and families 
 
10.6 
Work with leadership to develop (1) a monitoring system for implementation with fidelity, 
and (2) a process for continuous improvement of its implementation through the system 
of training and professional development. 
 
10.7 
Establish and implement a systematic approach to staff training and professional 
development designed to assist staff in acquiring or increasing the knowledge and skills 
needed to provide high-quality, comprehensive social-emotional services within the 
scope of their job responsibilities. Must include a menu of delivery options. Offer a 
component of online training and support. 
 
10.8 
Provide staff a minimum of 15 clock hours of whole group professional development per 
year. For teaching staff, such professional development must meet the requirements 
described in section 648A(a)(5) of the Head Start Act. 
 
10.9 
Provide a tool to assess all education staff to identify strengths, areas of needed 
support, and which staff would benefit most from intensive coaching. 
 
10.10 Provide research-based approaches to professional development for education staff, 
that are focused on effective implementation, knowledge of the content, partnering with 
families, supporting all children with disabilities and their families, providing effective and 
nurturing adult-child interactions, supporting dual language learners as appropriate, 
addressing challenging behaviors, preparing children and families for transitions and use 
of data to individualize learning experiences to improve outcomes for all children. 
 
10.11 Provide opportunities for intensive coaching to those education staff identified through 
the analysis of multiple data sources and recommended by the County, including 
opportunities to be observed and receive feedback and modeling of effective teacher 
practices. This will require travel to multiple sites based on the need for coaching. 
 
10.12 Provide opportunities for education staff not identified for intensive coaching to receive 
other forms of research-based professional development. Ensure all staff and coaches 
have adequate training and experience in adult learning and in using assessment data to 
drive coaching strategies aligned with program performance goals. 
 
10.13 Provide ongoing communication between the Coach, Program Director, Education 
Manager, and any other relevant staff. 
 
10.14 Work with leadership to develop or adapt professional development to meet the training 
needs of education and family services staff. 
 
10.15 Have easy to navigate and understand links from website for evaluation team. 
 
10.16 Offer classroom material that will help promote constructive problem solving and 
academic success. 
 
10.17 Support a program-wide culture that promotes children's mental health, social- emotional 
well-being, and overall health.

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10.18 Help teachers, to improve classroom management and teacher practices through 
strategies that include using classroom observations and consultations to address 
teacher and individual child needs and creating physical and cultural environments that 
promote positive mental health and social and emotional functioning. 
 
10.19 Provide supports and professional development for effective classroom management. 
 
10.20 Address the necessary elements to creating positive learning environments. 
 
10.21 Directly address teaching practices by developing strategies for supporting children with 
challenging behaviors and other social, emotional, and mental health concerns. 
 
10.22 Work with Leadership to identify a sustainable protocol for including mental health 
consultation services. 
 
10.23 Address the need for follow up to ensure strategies are being implemented including 
fidelity tools. 
 
10.24 Address prevalent child mental health concerns, including internalizing and externalizing. 
 
10.25 Provide a plan for other staff, including home visitors, to meet children's mental health 
and social and emotional needs through strategies that include observation and 
consultation. 
 
10.26 Training Requirements 
10.26.1 
Delivery Formats: 
10.26.1.1 
Computer Based Training (CBT) — type of training in which the 
individual learns by executing special training programs on a computer. 
County may have required specifications for CBT formats. 
10.26.1.2 
E-Learning (E) — the transfer of skills and knowledge through the 
use of technology that enables an individual to learn anytime and 
anywhere.  E-learning applications and processes include Web-based 
learning, 
webinars, 
virtual 
education 
opportunities 
and 
digital 
collaboration.  Content is delivered via internet, intranet/extranet, audio, 
video, satellite TV or other specified technology. 
10.26.1.3 
Onsite Classroom — County Facility (CF) — in person instruction 
session at a County facility or chosen facility. 
10.26.1.4 
Train-the-Trainer (TT) — transfer of knowledge and skills needed 
by a prospective trainer to provide a specified type of learning curriculum 
and experience. 
 
10.26.2 
Curriculum Deliverables: 
10.26.2.1 
All Training shall at a minimum include the following: 
10.26.2.1.1 
Pre-Training and Post-Training: 
10.26.2.1.2 
Clearly stated measurable learning 
objectives; 
10.26.2.1.3 
Assessments that test participant's 
achievement of stated learning objectives; 
10.26.2.1.4 
Verification 
of 
participant's 
attendance through a completed Sign-in Sheet; 
10.26.2.1.5 
Certificate of Completion and/or 
Completion Record of Training for each 
participant;

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10.26.2.1.6 
Participants' Evaluations of training, 
to include evaluation of Instructor; 
10.26.2.1.7 
Contractor shall provide training 
Evaluations to the applicable County contact no 
later than five business days after the training 
has been provided. 
10.26.2.2 
Facilitator Guide shall include at a minimum: 
10.26.2.2.1 
Participant Guide; 
10.26.2.2.2 
Table of Contents; 
10.26.2.2.3 
Time segment allocations; 
10.26.2.2.4 
Stated measurable objectives that meet Head Start 
Performance Standards; 
10.26.2.2.5 
Bibliography for course content and referenced 
further reading. 
10.26.2.3 
Participant Guide: 
10.26.2.3.1 
Table of Contents; 
10.26.2.3.2 
Time segment allocations; 
10.26.2.3.3 
Stated measurable and realistic objectives for the 
curriculum; 
10.26.2.3.4 
Bibliography for course content and referenced 
further reading. 
10.26.2.4 
Assessment: 
10.26.2.4.1 
Contractor shall conduct assessments for training 
services 
that 
will 
accurately 
test 
participants' 
comprehension of the learning objectives and, as 
appropriate, the skills obtained as of result of attending 
the Training; 
10.26.2.4.2 
Contractor shall submit a copy of completed 
Assessments to the applicable County contact no later 
than five business days after the training has been 
provided. 
10.26.2.4.3 
Evaluation: 
10.26.2.4.4 
Contractor shall have participants complete an 
Evaluation of the Training provided; 
10.26.2.4.5 
Contractor shall provide a copy or a composite of 
all Evaluations for a given Training session to the 
designated County contact. 
 
10.26.3 
Professional Development Planning: 
10.26.3.1 
Contractor shall provide one (1) planning session to the County, at 
no charge. The purpose of this session is to discuss training 
requirements. 
10.26.3.2 
Agreed upon requirements for the training shall be in writing and 
signed by authorized representatives from both parties (Contractor and 
the County). 
10.26.4 
Written Training Plan shall include at a minimum: 
10.26.4.1 
Statement of Work or Project Plan or Agenda or Description of 
Course; 
10.26.4.2 
Description or listing of Training Deliverables; 
10.26.4.3 
Applicable Training Pre-Requisites; 
10.26.4.4 
Location and/or format of Training delivery; 
10.26.4.5 
Who will be facilitating the Training delivery; 
10.26.4.6 
Cost.

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10.27 The County shall have the final decision regarding: 
10.27.1 
Duration of training; 
10.27.2 
Delivery format; 
10.27.3 
Delivery location and facilities; 
10.27.4 
Training environment (room set-up, equipment or other facility 
requirements). 
 
10.28 The County shall be allowed to review an actual Training activity via the proposed 
Training Delivery Format(s) prior to the commencement of any Services. 
 
10.29 The County shall be allowed to edit and/or approve details of required Services, 
associated documentation and other materials 
 
10.30 Contractor shall submit a finalized outline and masters of all Materials necessary to 
perform the proposed services at a mutually agreed upon time prior to the start of 
Services to the County. The County may review and provide final approval to include: 
the type, extent, and duration of Services provided by Contractor. 
 
10.31 Training Facility and Location: 
10.31.1 
Training shall take place at a City chosen location. The County will 
organize locations and any on-site coaching. 
 
10.32 Software/Hardware Requirements: 
10.32.1 
Both parties (Contractor and County) are to review any software, 
hardware and/or system requirements, to include Security requirements, needed 
to deliver training particularly E-Learning delivered services, to ensure 
compatibility, access, and availability PRIOR to use by participants. 
 
10.33 Contractor may be required to attend one or more meetings for the purpose of obtaining 
updates from the County. 
 
11.0 
MARICOPA COUNTY HEAD START RESPONSIBILITIES: 
11.1 
Head Start program staff shall: 
11.1.1 Assign a point of contact for facilitation of professional development package; 
11.1.2 Secure meeting space; 
11.1.3 Inform staff regarding training and dates; 
11.1.4 Secure time with appropriate staff to ensure proper and adequate communication 
with leadership regarding the development of policies and identified on-going 
programmatic needs. 
11.1.5 Provide a list of site-based classrooms and instructional teams as necessary for 
coaching and access to professional development. 
 
12.0 
NOTICES: 
Communication and details concerning this Agreement shall be directed to the following 
representatives:

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Maricopa County  
Human Services Department: 
Eve Del Real, Assistant Director 
Maricopa County Human Services Department 
Early Education Division, Head Start Program 
234 N. Central Avenue, 3rd Floor 
Phoenix, AZ 85004 
Desk: 480-464-9669 ext. 201 
Eve.DelReal@maricopa.gov 
Loving Guidance, LLC: 
 
Ashley Ragoobir,  
Contracts and Compliance Lead 
Loving Guidance, LLC 
820 W. Broadway 
Oviedo, FL 32765 
Desk: 800-842-2846 ext. 203 
Ashley.Ragoobir@consciousdiscipline.com 
 
13.0 
METHOD OF INVOICING: 
13.1 
The Agreement shall be on a cost reimbursement basis and shall not exceed $100,000 
per fiscal year.  
13.2 
The County shall reimburse on a net “0” payment standard after invoices and backup 
documentation has been reviewed and approved.  
13.3 
Invoices shall be submitted to HSDFinance@Maricopa.gov  
 
14.0 
EMPLOYMENT DISCLAIMER   
14.1 
This Agreement is not intended to constitute, create, give rise to, or otherwise recognize a 
joint venture agreement, partnership or other formal business association or organization 
of any kind, and the rights and obligations of the parties shall be only those expressly set 
forth in this Agreement. 
 
14.2 
The Parties agree that no individual performing under this Agreement on behalf of the 
Contractor is to be considered a County employee, and that no rights of County civil 
service, County retirement, or County personnel rules shall accrue to such individual. 
The Contractor shall have total responsibility for all salaries, wages, bonuses, retirement, 
withholdings, 
workman's 
compensation, 
occupational 
disease 
compensation, 
unemployment compensation, other employee benefits, and all taxes and premiums 
appurtenant thereto concerning such clients and shall save and hold the County 
harmless with respect thereto. 
 
15.0 
INDEMNIFICATION 
To the extent permitted by law, the Contractor shall, and shall cause any of its officers, 
employees, representatives, agents, contractors, or subcontractors to, indemnify, defend save 
and hold harmless the County and any jurisdiction or agency issuing any permits for any work 
arising out of this Agreement, and their respective directors, officers, officials, agents, and 
employees (hereinafter referred to as “Indemnitee”), from and against any and all claims, 
actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and 
costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for 
bodily injury or personal injury (including death), or loss or damage to tangible or intangible 
property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or 
omissions of Contractor and any of its subcontractors, or any of the directors, officers, agents, 
or employees of Contractor and any of its subcontractors. This indemnity includes, but is not 
limited to, purchases or contracts made by Contractor, and, any claims or amounts arising out of 
or recovered under the Workers’ Compensation Law or arising out of the failure of the 
Contractor or any of its Subcontractors to conform to any federal, state or local law, statute, 
ordinance, rule, regulation or court decree. It is the specific intention of the Parties that the 
Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful 
acts or omissions of the Indemnitee, be indemnified by the Contractor and any of its 
Subcontractors from and against any and all claims. It is agreed that the Contractor and any of

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its Subcontractors will be responsible for primary loss investigation, defense and judgment costs 
where this indemnification is applicable. 
 
16.0 
INSURANCE 
16.1 
The Contractor, shall purchase and maintain the herein stipulated minimum insurance 
from a company or companies duly licensed by the State of Arizona or through self-
insurance provided by the Arizona Risk Retention Trust, and possessing a current 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.  
 
16.2 
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 Agreement is satisfactorily 
completed and formally accepted. Failure to do so may, at the reasonable discretion of the 
County, constitute a material breach of this Agreement. 
 
16.3 
The Contractor’s insurance shall be primary insurance as respects the County, and any 
insurance or self-insurance maintained by the County shall not contribute to it. 
 
16.4 
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 the County. 
 
16.5 
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 the County under such policies. The Contractor shall 
be solely responsible for the deductible and/or self-insured retention and the County, at its 
option, may require the Contractor to secure payment of such deductibles or self-insured 
retentions by a surety bond or an irrevocable and unconditional letter of credit. 
 
16.6 
The 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. The County shall not be 
obligated to review policies and/or endorsements or to advise the Contractor of any 
deficiencies in such policies and endorsements, and such receipt shall not relieve either 
Party from, or be deemed a waiver of the County’s right to insist on strict fulfillment of the 
Contractor’s obligations under this Agreement. 
 
16.7 
The insurance policies required by this Agreement, except Workers’ Compensation, shall 
name the County, its agents, representatives, officers, directors, officials and employees 
as Additional Insureds. 
 
16.8 
The policies required hereunder, except Workers’ Compensation, shall contain a waiver of 
transfer of rights of recovery (subrogation) against the County, its agents, representatives, 
officers, directors, officials and employees for any claims arising out of the Contractor’s 
work or service. 
 
16.9 
The Contractor’s policies shall stipulate that the insurance afforded the Contractor shall be 
primary insurance and that any insurance carried by the Contractor, its agents, officials, 
employees shall be excess and not contributory insurance, as provided by A.R.S. § 41-
621 (E).

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16.10 Coverage provided by the Contractor shall not be limited to the liability assumed under the 
indemnification provisions of this Agreement. 
 
16.11 Commercial General Liability: Commercial General Liability insurance and, if necessary, 
Commercial Umbrella insurance with a limit of not less than $2,000,000 for each 
occurrence, $2,000,000 Products/Completed Operations Aggregate, and $4,000,000 
General Aggregate Limit. The policy shall include coverage for premises liability, bodily 
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. 
 
16.12 Workers’ Compensation: Workers’ Compensation insurance to cover obligations imposed 
by federal and state statutes having jurisdiction of each Party’s employees engaged in the 
performance of the work or services under this Agreement; and Employer’s Liability 
insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each 
employee, and $1,000,000 disease policy limit. 
 
16.13 The Contractor waives all rights against the 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 the Parties pursuant to this Agreement. 
 
16.14 Sexual Molestation and Physical Abuse: When services involve working with these groups 
of individuals, the insurance requirements in the Agreement 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, the Contractor 
whose services include working with and/or caring for children/elderly and disabled 
persons should have their policies specifically endorsed to include this coverage. 
 
16.15 Commercial General Liability – Occurrence Form: Policy shall include bodily injury, 
property damage and broad form contractual liability coverage. 
 
16.16 The policy shall be endorsed to include coverage for physical/sexual abuse and 
molestation. 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 ". 
 
Minimum Limits: 
General Aggregate 
 
 
 
 
$4,000,000 
Each Occurrence Limit 
 
 
 
$2,000,000 
Sexual Abuse/Molestation 
 
 
 
$2,000,000 
 
16.17 Certificates of Insurance: Upon Agreement execution, the Contractor shall furnish the 
County with valid and complete certificates of insurance, or formal endorsements as 
required by the Agreement, issued by the Contractor’s insurer(s), as evidence that policies 
providing the required coverage, conditions and limits required by this Agreement are in 
full force and effect. Such certificates shall identify this Agreement number and title.

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16.18 In the event any insurance policy (ies) required by this Agreement is (are) written on a 
“claims made” basis, coverage shall extend for two years past completion and acceptance 
of the Contractor’s work or services and as evidenced by annual Certificates of Insurance. 
 
16.19 If a policy does expire during the life of the Agreement, a renewal certificate must be sent 
to the County fifteen (15) days prior to the expiration date. 
 
16.20 Cancellation and Expiration Notice: Insurance required herein shall not be permitted to 
expire, be canceled, or materially changed without thirty (30) days prior written notice to 
the County.  
 
16.21 Exceptions: In the event the Parties are a public entity, then the Insurance Requirements 
shall not apply. Such public entity shall provide a Certificate of Self-Insurance. 
 
17.0 
SUSPENSION OF WORK 
The County may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of 
the work of this Agreement for the period of time that the County 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 Agreement. 
 
18.0 
STOP WORK ORDER 
18.1 
The County, 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 Agreement 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 County shall either: 
18.1.1 cancel the stop work order; or  
18.1.2 terminate the work covered by the order as provided in the Termination for 
Default or the Termination for Convenience clause of this contract. 
18.2 
The County 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 
 
19.0 
UNIFORM ADMINISTRATIVE REQUIREMENTS 
By entering into this Agreement, the Contractor agrees to comply with all applicable provisions 
of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, 
COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in 
Title 2 C.F.R. § 200 et seq. 
 
20.0 
COMPLIANCE WITH APPLICABLE LAWS 
20.1 
The Contractor shall comply with all applicable laws, rules, and regulations, without 
limitation to those designated in this Agreement: 
20.1.1 Unless exempt under Federal law, the Contractor shall comply with Title VII of 
the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment 
Act, and State Executive Order No. 75-5, as updated in State Executive Order

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No. 99-4 and 2009-09, which mandates that all persons, regardless of race, 
color, religion, sex, age, national origin, or political affiliation, shall have equal 
access to employment opportunities. The Contractor shall comply with the 
Rehabilitation Act of 1973, as amended, which prohibits discrimination in the 
employment of qualified persons because of physical or mental disability. The 
Contractor shall comply with the requirements of the Fair Labor Standards Act of 
1938, as amended. 
20.1.2 The Contractor shall comply with Title VI of the Civil Rights Act of 1964, which 
prohibits the denial of benefits of, or participation in, Agreement services on the 
basis of race, color, or national origin. The Contractor shall comply with the 
requirements of Section 504 of the Rehabilitation Act of 1973, as amended, 
which prohibits discrimination on the basis of disability, in delivering Agreement 
services; and with Title II of the Americans with Disabilities Act, and the Arizona 
Disability Act, which prohibits discrimination on the basis of physical or mental 
disabilities in the provision of Agreement programs, services, and activities.  
 
20.2 
The Contractor warrants that it is in compliance with A.R.S. § 41-4401 and further 
acknowledges: 
20.2.1 That the Contractor and its subcontractors, if any, warrant their compliance with 
all federal immigration laws and regulations that relate to their employees and 
their compliance with A.R.S. § 23-214, subsection A; 
20.2.2 That a breach of a warranty under subsection 15.2.1 above, shall be deemed a 
material breach of this Agreement that is subject to penalties up to and including 
termination of the Agreement; 
20.2.3 That the County retains the legal right to inspect the papers of any contractor or 
subcontractor employee who works on this Agreement to ensure that the 
Contractor or its subcontractor is complying with the warranty provided under 
subsection 15.2.1 above and that the Contractor agrees to make all papers and 
employment records of said employee(s) available during normal working hours 
in order to facilitate such an inspection; 
20.2.4 That nothing herein shall make the Contractor or its subcontractor’s agents or 
employees of the County.  
 
21.0 
CERTIFICATION 
REGARDING 
DEBARMENT, 
SUSPENSION 
INELIGIBILITY 
AND 
VOLUNTARY EXCLUSION 
21.1 
The Contractor certifies to the best of its knowledge and belief, that it and its directors, 
officers and agents: 
21.1.1 Are not presently debarred, suspended, proposed for debarment, declared 
ineligible, or voluntarily excluded from covered transactions by any Federal 
department or agency; 
21.1.2 Have not within a three-year period been convicted of or had a civil judgment 
rendered against them for commission of fraud or a criminal offense in 
connection with obtaining, attempting to obtain, or performing a public (Federal, 
State, or local) transaction or contract under a public transaction; violation of 
Federal or State antitrust statutes or commission of embezzlement, theft, forgery, 
bribery, falsification or destruction of records, making false statements, or 
receiving stolen property; 
21.1.3 Are not presently indicted for or otherwise criminally or civilly charged by a 
governmental entity (Federal, State, or local) with commission of any of the 
offenses enumerated in paragraph 16.1.2; and  
21.1.4 Have not within a three-year period had one or more public transactions 
(Federal, State, or local) terminated for cause or default.

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22.0 
FEDERAL IMMIGRATION AND NATIONALITY ACT 
22.1 
The Contractor understands and acknowledges the applicability of the Immigration Reform 
and Control Act of 1986 (IRCA). The Contractor agrees to comply with the IRCA in 
performing under this Agreement and to permit County inspection of personnel records to 
verify such compliance. 
 
22.2 
By entering into this Agreement, the Contractor warrants compliance with the Federal 
Immigration and Nationality Act (FINA) and all other Federal immigration laws and 
regulations related to the immigration status of its employees. The Contractor shall 
obtain statements from their subcontractors certifying compliance and shall furnish the 
statements to the County upon request. These warranties shall remain in effect through 
the term of the Agreement. The Contractor and their subcontractors shall also maintain 
Employment Eligibility Verification forms (I-9) as required by the U.S. Department of 
Labor’s Immigration and Control Act for all employees performing work under the 
Agreement. I-9 forms are available for download at USCIS.GOV. 
 
22.3 
The County may request verification of compliance for any contractor or subcontractor 
performing work under the Agreement. Should the County suspect or find that either 
Party or any of its subcontractors are not in compliance, the County may pursue any and 
all remedies allowed by law, including, but not limited to: suspension of work, termination 
of the Agreement for default, and suspension and/or debarment of the Contractor. All 
costs necessary to verify compliance are the responsibility of each Party. 
 
23.0 
WRITTEN CERTIFICATION UNDER A.R.S. § 35-393.01 
If Contractor engages in for-profit activity and has 10 or more employees and, if this Agreement 
has a value of $100,000 or more, then the Contractor 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. 
 
24.0 
ASSIGNABILITY AND SUBCONTRACTING 
No rights, liabilities, obligations, or duties under this Agreement may be assigned, delegated, or 
subcontracted, in whole or part, without the prior written approval of each Party. The Contractor 
shall bear all liability under this Agreement, even if it is assigned, delegated, or subcontracted, 
in whole or in part, unless the other Party approves, in writing, the assignment, delegation, or 
subcontract or agrees otherwise. 
 
25.0 
RIGHTS/OBLIGATIONS OF PARTIES ONLY 
The terms of this Agreement are intended only to define the respective rights and obligations of 
the Parties. Nothing in this Agreement shall create any rights or duties in favor of any potential 
third-party beneficiary or other person, agency, or organization. Nothing in this Agreement shall 
affect the legal liabilities of either Party by imposing any standard of care different from the 
standard of care imposed by law. 
 
26.0 
WAIVER OF TERMS, CONDITIONS, AND DEFENSES 
The failure of either Party to insist in any one or more instances on performance of any of the 
terms and conditions of, or to exercise any rights or privileges contained in, this Agreement shall 
not be considered as waiving such terms, conditions, rights, or privileges, and they shall remain 
in full force and effect.  Nothing in this Agreement shall be construed as consent to any lawsuits 
or waiver of any defenses in a lawsuit brought against the County in any state or federal court.

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27.0 
ENTIRE AGREEMENT 
This Agreement contains the entire understanding of the Parties. There are no representations 
or other provisions besides those contained in either this Agreement or in any written 
amendments approved and signed by both Parties. 
 
28.0 
FORCE MAJEURE 
28.1 
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 Agreement 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, pandemic, and 
interruption or failure of electricity or telecommunication service. 
 
28.2 
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. 
 
28.3 
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, all non-excused obligations were substantially fulfilled, 
and the other Party was timely notified of the likelihood or actual occurrence that would 
justify such an assertion, so that other prudent precautions could be contemplated. 
 
29.0 
LOBBYING 
29.1 
No federal appropriated funds have been paid or will be paid by or on behalf of the 
Subrecipient to any person for influencing or attempting to influence an officer or 
employee of any agency, a member of Congress, an officer or employee of Congress, or 
an employee of a member of Congress in connection with the awarding of any federal 
agreement, the making of any federal grant, the making of any federal loan, the entering 
into of any cooperative agreement, and the extension, continuation, renewal, 
amendment, or modification of any federal agreement, grant, loan, or cooperative 
agreement. 
29.2 
If any funds, other than federal appropriated funds, have been paid or will be paid to any 
person for influencing or attempting to influence an officer or employee of any agency, a 
member of Congress, an officer or employee of Congress, or an employee of a member 
of Congress in connection with any federal agreement, grant, loan or cooperative 
agreement, then the Subrecipient shall complete and submit OMB Form-LLL, titled 
"Disclosure of Lobbying Activities," in accordance with its instructions and 31 U.S.C. § 
1352. 
 
30.0 
SURVIVAL 
The indemnification, hold harmless, defense, and non-liability provisions of this Agreement shall 
have full force and effect notwithstanding any other provisions in this Agreement and shall 
survive the termination or expiration of this Agreement.

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31.0 
GOVERNING LAW 
This Agreement is governed by the laws of the state of Arizona. Venue for any actions or 
lawsuits involving this Agreement will be in Maricopa County Superior Court or in the United 
States District Court for the District of Arizona, sitting in Phoenix, Arizona. 
 
 
IN WITNESS, the Parties have approved and signed this Agreement: 
 
FOR: 
CONTRACTOR 
 
 
_______________________________ 
Ashley Ragoobir                            Date 
Contracts and Compliance Lead 
 FOR: 
MARICOPA COUNTY 
 
 
 
______________________________________ 
Bill Gates                                                     Date 
Chairman, Board of Supervisors 
 
 
 
  
Attestation: 
 
 
______________________________________ 
Juanita Garza                                              Date 
Clerk of the Board 
 
  
THIS AGREEMENT HAS BEEN REVIEWED 
BY THE UNDERSIGNED ATTORNEY WHO 
HAS DETERMINED THAT IT IS PROPER IN 
FORM AND WITHIN THE POWER AND 
AUTHORITY 
GRANTED 
TO 
MARICOPA 
UNDER THE LAWS OF THE STATE OF 
ARIZONA. 
 
 
______________________________________ 
Deputy County Attorney                              Date