210192-CONTRACT - SMART SCHOOLS INC.PDF

SERIAL 210192-RFP 
ARIZONA@WORK MARICOPA COUNTY YOUTH PROGRAM SERVICES 
Contract – Smart Schools Inc 
 
DATE OF LAST REVISION: January 26, 2022 
CONTRACT END DATE: June 30, 2023 
 
 
 
 
 
 
 
 
 
CONTRACT PERIOD THROUGH JUNE 30, 2023 
 
 
TO: 
 
All Departments 
 
FROM:  
Office of Procurement Services 
 
SUBJECT: 
Contract for ARIZONA@WORK MARICOPA COUNTY YOUTH PROGRAM  
SERVICES 
 
 
Attached to this letter is published an effective purchasing contract for products and/or services to be 
supplied to Maricopa County activities as awarded by Maricopa County on January 26, 2022  
 
All purchases of products and/or services listed on the attached pages of this letter are to be obtained 
from the vendor holding the contract.  Individuals are responsible to the vendor for purchases made 
outside of contracts.  The contract period is indicated above. 
 
 
 
 
 
 
IG/mm 
Attach 
 
Copy to: 
Office of Procurement Services 
Virginia Sturgill, Human Services Department 
 
(Please remove Serial 16026-RFP from your contract notebooks)

CONTRACT ARIZONA@WORK MARICOPA COUNTY YOUTH 
PROGRAM SERVICES 210192-RFP 
 
 
This contract is entered into this 26th day of January 2022 by and between Maricopa County (“County”), a 
political subdivision of the State of Arizona, and Smart Schools Inc, an Arizona corporation (“Contractor”) 
to provide one or more service strategies for any of the fourteen Workforce Innovation and Opportunity Act 
(WIOA) Youth Program service elements that address employment and educational needs of the County 
youth served by the County (excluding the City of Phoenix). 
 
1.0 
CONTRACT TERM 
 
1.1 
This contract is for a term of 1 year and 6 months, beginning on the 26th of January 2022 
and ending the 30th of June 2023. 
 
2.0 
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 three 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. 
 
DEFINITIONS AND ACRONYMS 
 
The following definitions apply to this Request for Proposals and any contract awarded. 
 
Assistance Listing Number (ALN) formerly known as is also referred to as the Catalog of Federal 
Domestic Assistance (CFDA), are related to are related to Federal programs, projects, services, and 
activities that provide assistance or benefits to the American public. 
 
ADA: Americans with Disabilities Act 
 
AJC: Arizona Job Connection 
 
Alternative secondary school services: Provides specialized, structured curriculum inside or outside of 
the public school system which may provide work/study and/or academic intervention for students with 
behavior problems, physical/mental disabilities, who are at-risk of dropping out, who are institutionalized or 
adjudicated youth and/or youth who may be in foster care and are residing in an institution. 
 
Arizona Job Connection (AJC): The state’s database system used for entering and tracking Workforce 
Innovation and Opportunity Act (WIOA) participants’ enrollment and case management activities. 
 
ARIZONA@WORK Maricopa County One Stop System: The mandated and non-mandated partners 
under the Workforce Innovation and Opportunity Act. 
 
Barriers to Employment: Circumstances which present a substantial disability or interference to the 
individual's ability to obtain or retain employment.

SERIAL 210192-RFP 
 
 
Basic Education Skills: Academic skills and abilities necessary and/or beneficial for a person to function 
successfully in an employment environment. 
 
Basic Skills Deficient: The individual computes or solve problems, reads, writes, or speaks English at or 
below the 8.9 grade level or is unable to compute or solve problems, read, write, or speak English at a level 
necessary to function on the job, in the individual’s family, or in society. 
 
Career Exploration: A service offering exploration activities to assist the individual in decision-making and 
goal setting who may have experienced unstable or limited work history, limited knowledge of career options 
and opportunities, or indecision as to vocational training and/or employment career paths.  
 
Case Management: A client-centered process through which the individual applying for and/or receiving 
services is determined in need of appropriate services and/or benefits which are identified, planned, 
obtained, provided, recorded, monitored, terminated, and follow-up provided where and when appropriate. 
Any referrals with other youth agencies or partners shall be documented and coordinated to ensure youth 
receives appropriate resources and services. 
 
Catalog of Federal Domestic Assistance (CFDA): Government-wide listing of Federal programs, 
projects, services, and activities which provide assistance or benefits to the American public. 
 
Contract Administrator means the person administering this agreement on behalf of Maricopa County 
Human Services Department (MCHSD). This person may be the designated liaison between the MCHSD 
and the contractor and responsible for contract monitoring and technical assistance.  
 
Cost Reimbursement: Contract with a line item budget based on all authorized and legitimate costs to be 
incurred by the contractor in carrying out the approved activities. The contractor is reimbursed for actual 
expenses according to the approved line item budget. 
 
Counseling: Process of supportive intervention and/or guidance which assists participants to recognize 
their needs, opportunities, strengths, and/or limitations; to make decisions and to follow a course of action 
that is beneficial to the participant.  
 
Credential: Nationally recognized degree or certificate or state/locally recognized formal documentation of 
successful attainment of measurable skills such as technical or occupational. Credentials include, but are 
not limited to, a high school diploma, General Equivalency Degree (GED) or other recognized equivalents, 
post-secondary degrees/certificates, recognized skill standards, and licensure or industry-recognized 
certificates. 
 
DES: Department of Economic Security 
 
Disconnected Youth: Youth age 14 to 24 who is not engaged in education and/or employment. 
 
Diploma: Credential that the Arizona State Department of Education accepts as a secondary school 
diploma or equivalent to a high school diploma.  
 
Drop-out: Individual who is not attending any school and who has not received a high school diploma, GED 
certificate, or equivalent. 
 
Dropout prevention: Strategies or interventions that address programs for youth who are at-risk of 
dropping out of school. Dropout prevention strategies help ensure that youth stay in school to get their high 
school diploma and continue with postsecondary education, both of which are vital to their long-term 
chances for successful employment.  
 
EFL: Educational Functioning Level 
 
ELL: English Language Learner 
 
GED: General Equivalency Degree

SERIAL 210192-RFP 
 
 
ISS: Individual Service Strategy 
 
Individual Service Strategy (ISS): Individual competency-based training plan for a youth participant which 
shall include an age appropriate employment/training goal, appropriate achievement objectives, and the 
appropriate combination of services, education, and training for the youth based on the data provided by 
objective assessment. Decisions made and outlined within the ISS are to be done in partnership with the 
participant and need to incorporate the mandated WIOA program elements and include short term and 
long-term goals. Goals on an ISS will be time framed from registration until follow-up services are 
completed. 
 
ITAs: Individual Training Accounts 
 
In-School Youth: Individual who is—(i) attending school (as defined by State law), including secondary 
and postsecondary school; (ii) not younger than age 14 or (unless an individual with a disability who is 
attending school under State law) older than age 21 at time of enrollment; (iii) a low-income individual; and 
(iv) one or more of the following: (I) Basic skills deficient. (II) An English language learner. (III) An offender. 
(IV) A homeless individual, a homeless child or youth, a runaway, in foster care or has aged out of the foster 
care system who has attained 16 years of age and left foster care for kinship guardianship or adoption, , a 
child eligible for assistance under section 477 of the Social Security Act (42 U.S.C. 677), or in an out-of-
home placement. (V) Pregnant or parenting. (VI) A youth who is an individual with a disability. (VII) An 
individual who requires additional assistance to complete an educational program or to secure or hold 
employment. 
 
Instruction: Refers to academic instruction that leads to completion of the requirements for a secondary 
school diploma or its recognized equivalent. 
 
Key Personnel: Experienced personnel, capable of and devoted to the successful accomplishment of work 
to be performed under this contract. 
 
Leadership development: Broad set of activities that encourage responsibility, employability, career 
awareness, professional communication, and becoming productive citizens. 
 
MCHSD: Maricopa County Human Services Department 
 
Occupational Skills: Participant had demonstrated proficiency in those technical occupational skills 
necessary to maintain employment in a certain occupation or occupational cluster. 
 
On-the-Job Training (OJT): Training opportunities provided to youth while employed. Agreements with 
private or public sector employers willing to hire participants and provide them with the training so that 
participants can attain the occupational skills needed for full and adequate performance of the job. OJT 
must be meaningful and productive work for the participants.  
 
Participant: Individual who is determined eligible to participate in the WIOA youth program and who 
receives a service funded by WIOA.  
 
Postsecondary Education: The education level that follows the successful completion of secondary 
education, often referred to as high school. Postsecondary education includes universities and colleges, as 
well as trade and vocational schools.  
 
Post-Test: Test administered to a participant at regular intervals during the program to measure progress 
in one or more of the following areas: basic skills, work readiness skills, and occupational skill.  
 
Pre-Test: Initial test administered to a participant to determine need in one or more of the following areas: 
basic skills, work readiness, and occupational skills. 
 
Provider: Contractor and/or subcontractor providing services required by this agreement.

SERIAL 210192-RFP 
 
 
Qualified Apprenticeship: Program approved and recorded by the ETA/Bureau of Apprenticeship and 
Training (BAT) or by a recognized state apprenticeship agency (i.e. State Apprenticeship Council). Approval 
is by certified registration or other appropriate written credential.  
 
Study skills training: Set of abilities that allow youth to learn effectively and efficiently on their own. Good 
study skills allow a youth to do well in all phases of education and to make all phases of life an opportunity 
for learning. To become a life-long learner, youth must know how to learn. 
 
Transition to postsecondary education and training: Activities are a comprehensive combination of 
rigorous coursework along with counseling, ongoing assessment, financial aid, and other supports to keep 
struggling students on track for high school graduation and post-secondary success.  
 
Tutoring: Teaching relationship that focuses on specific academic areas and is an effective practice for 
addressing specific needs. Tutoring helps youth succeed in school by offering individualized or group 
instruction that youth need in structured sessions held regularly by a qualified tutor who monitors and 
reinforces the youth’s progress.  
 
United States Department of Labor (USDOL): Federal department (agency) that regulates and funds 
State workforce activities under the Workforce Innovation and Opportunity Act (WIOA). 
 
Unsubsidized Employment: Employment not financed from funds provided under the grant. In the grant 
program the term “adequate” or “suitable” employment is also used to mean placement in unsubsidized 
employment which pays an income adequate to accommodate the participant’s minimum economic needs.  
 
Vocational Assessment: Method of determining present vocational skill levels, interests, aptitudes, and 
values and the ability to benefit from WIOA Youth services; for early identification of barriers to education 
and employment and to assist in establishing program goals. 
 
Vocational Counseling: Process of supportive intervention and guidance which assists participants in 
dealing with such issues as employment, education/occupational training and career paths. In addition, 
vocational counseling addresses and attempts to empower individuals in making career decisions and in 
removing barriers which may prevent the attainment of employment and/or education through the provision 
of referrals to support services when appropriate. Vocational counseling is not behavioral health counseling. 
 
WDB: Workforce Development Board 
 
Workforce Innovation and Opportunity Act (WIOA): Act that was signed into law on July 22, 2014, and 
is designed to help job seekers access employment, education, training, and support services to succeed 
in the labor market and to match employers with the skilled workers they need to compete in the global 
economy. 
 
Work Readiness Goals: Measurable increase in work readiness skills including world-of-work awareness, 
labor market knowledge, decision making, and job search techniques, survival/daily living skills, positive 
work habits, attitudes, and behaviors, motivation and adaptability, and obtaining effective coping and 
problem-solving skills. 
 
3.0 
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.

SERIAL 210192-RFP 
 
 
4.0 
PRICE ADJUSTMENTS 
 
Any requests for reasonable price adjustments must be submitted 60 calendar days prior to 
contract expiration. Requests for adjustment in cost of labor and/or materials must be supported 
by appropriate documentation. The reasonableness of the request will be determined by comparing 
the request with the Consumer Price Index or by performing a market survey. If County agrees to 
the adjusted price terms, County shall issue written approval of the change and provide an updated 
version of the contract. The new change shall not be in effect until the date stipulated on the 
updated version of the contract. 
 
5.0 
PAYMENTS 
 
5.1 
As consideration for performance of the duties described herein, County shall pay 
Contractor the sum(s) stated in Exhibit A-1 – Cost Summary/Pricing. 
 
5.2 
This Contract is awarded on a cost reimbursement basis. Services are funded by Catalog 
of Federal Domestic Assistance (CFDA) WIOA Title I Youth-CFDA 17.259 and in 
accordance with 29 CFR 97.21. 
 
5.3 
Payment shall be made upon the County’s receipt of a properly completed invoice. 
 
5.4 
INVOICES 
 
5.4.1 
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 
• 
County bill-to name and contact information 
• 
Contract serial number 
• 
County purchase order number 
• 
Unique invoice number and 
• 
Invoice date 
• 
Payment terms 
• 
Date or date range of service delivery 
• 
Description of purchase (product or services) 
• 
Total amount due 
 
5.4.2 
Program staff will provide training on the formatting for the invoice backup detail 
for awarded vendors. Information needed on the invoice backup detail includes 
but is not limited to: 
 
• 
Service element 
• 
Youth’s name 
• 
Youth’s AJC participant ID 
• 
Staff hours worked 
• 
Youth hours worked (for work experience activities) 
• 
Hourly rate 
• 
Date(s) of service 
• 
Total cost per client 
• 
Total cost of services for invoice 
 
 
5.4.3 
Contractors must provide a cost per unit of service and shall be reimbursed after 
services have been provided. 
 
5.4.4 
Problems regarding billing or invoicing shall be directed to the department as 
listed on the purchase order.

SERIAL 210192-RFP 
 
 
5.4.5 
Problems regarding billing or invoicing shall be directed to the department as listed 
on the purchase order. 
  
5.4.6 
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://www.maricopa.gov/5169/Vendor-
Information. 
  
5.4.7 
Discounts offered in the contract shall be calculated based on the date a properly 
completed invoice is received by the County.  
  
5.4.8 
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. 
 
5.4.9 
Invoices shall be submitted to: HSDFinance@Maricopa.gov  
 
5.5 
APPLICABLE TAXES 
 
5.5.1 
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. 
 
5.5.2 
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://www.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 miscalculations on taxes included in a 
bid price. 
 
5.5.3 
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). 
 
6.0 
AVAILABILITY OF FUNDS 
 
6.1 
The provisions of this contract relating to payment for services shall become effective when 
funds assigned for the purpose of compensating the Contractor as herein provided are 
actually available to County for disbursement. The County shall be the sole judge and 
authority in determining the availability of funds under this contract. County shall keep the 
Contractor fully informed as to the availability of funds.

SERIAL 210192-RFP 
 
 
6.2 
If any action is taken by, any State agency, Federal department, or any other agency or 
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in 
connection with, this contract, County may amend, suspend, decrease, or terminate its 
obligations under, or in connection with, this contract. In the event of termination, County 
shall be liable for payment only for services rendered prior to the effective date of the 
termination, provided that such services are performed in accordance with the provisions 
of this contract. County shall give written notice of the effective date of any suspension, 
amendment, or termination under this section, at least 10 days in advance. 
 
7.0 
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. 
 
8.0 
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. 
 
9.0 
DUTIES 
 
9.1 
The Contractor shall perform all duties stated in Exhibit B – Scope of Work, or as otherwise 
directed in writing by the procurement officer. 
 
10.0 
TERMS AND CONDITIONS 
 
10.1 
INDEMNIFICATION 
 
10.1.1 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. 
 
10.1.2 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

SERIAL 210192-RFP 
 
 
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. 
 
10.1.3 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. 
 
10.1.4 The scope of this indemnification does not extend to the sole negligence of County. 
 
10.2 
INSURANCE 
 
10.2.1 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 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. 
 
10.2.2 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 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. 
 
10.2.3 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. 
 
10.2.4 Contractor’s insurance shall be primary insurance as respects County, and any 
insurance or self-insurance maintained by County shall not contribute to it. 
 
10.2.5 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. 
 
10.2.6 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. 
 
10.2.7 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. 
 
10.2.8 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. 
 
10.2.9 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.

SERIAL 210192-RFP 
 
 
 
10.2.9.1 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. 
 
10.2.9.2 Workers’ Compensation 
 
10.2.9.2.1 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.  
 
10.2.9.2.2 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. 
 
10.2.9.3 Errors and Omissions/Professional Liability Insurance 
 
Errors and Omissions (Professional Liability) insurance which will insure 
and provide coverage for errors or omissions or professional liability of 
the contractor, with limits of no less than $2,000,000 for each claim. 
 
10.2.9.4 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. 
 
10.2.10 Certificates of Insurance 
 
10.2.10.1 Prior to contract award, Contractor shall furnish the County with valid 
and complete Certificates of Insurance, or formal endorsements as 
required by the contract in the form provided by the County, issued by 
Contractor’s insurer(s), as evidence that policies providing the required

SERIAL 210192-RFP 
 
 
coverage, conditions and limits required by this contract are in full force 
and effect. Such certificates shall identify this contract number and title. 
 
10.2.10.2 In the event any insurance policy(ies) required by this contract is (are) 
written on a claims-made basis, coverage shall extend for two years past 
completion and acceptance of Contractor’s work or services and as 
evidenced by annual certificates of insurance. 
 
10.2.10.3 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. 
 
 
10.2.10.4 Certificates of Insurance shall identify Maricopa County as the certificate 
holder as follows: 
 
Maricopa County 
c/o Risk Management 
301 W Jefferson St, Suite 910 
Phoenix, AZ 85003 
 
10.2.11 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 
160 S. 4th Avenue, Phoenix, AZ 85003, or emailed to the procurement officer noted 
in the solicitation. 
 
10.3 
FORCE MAJEURE 
 
10.3.1 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 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. 
 
10.3.2 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. 
 
10.3.3 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, 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.

SERIAL 210192-RFP 
 
 
10.4 
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. 
 
10.5 
PURCHASE ORDERS 
 
10.5.1 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. 
 
10.5.2 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. 
 
10.6 
BACKGROUND CHECK 
 
Respondents may be required to pass multiple background checks (e.g. Sheriff’s 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. 
 
10.7 
BACKGROUND CHECKS FOR EMPLOYMENT THROUGH THE CENTRAL REGISTRY 
By providing direct services to children or vulnerable adults, the following shall apply: 
 
10.7.1 The provisions of A.R.S. § 8-804 (as may be amended) are hereby incorporated 
in its entirety as provisions of this Award. 
 
10.7.2 The Awardee will conduct Central Registry Background Checks and will use the 
information contained in the Central Registry as a factor to determine qualifications 
for positions that provide direct service to children or vulnerable adults for: 
 
10.7.2.1 Any Agency who applies for a contract with the County and that 
Agency's employees. 
10.7.2.2 All employees of an Awardee. 
10.7.2.3 Prospective employees of the Awardee at the request of the prospective 
employer. 
 
10.7.3 Volunteers who provide direct services to children or vulnerable adults shall have 
a Central Registry Background Check which is to be used as a factor to determine 
qualifications for volunteer positions. 
 
10.7.4 A person who is disqualified because of a Central Registry Background Check may 
apply to the Board of Fingerprinting for a Central Registry exception pursuant to 
A.R.S. § 41-619.57.A person who is granted a Central Registry exception pursuant 
to A.R.S. § 41-619.57 is not entitled to a Contract, employment, licensure, 
certification or other benefit because the person has been granted a Central 
Registry exception. 
 
10.7.5 Before being employed or volunteering in a position that provides direct services 
to children or vulnerable adults, persons shall certify on forms that are provided by 
the MCHSD CSD whether an allegation of abuse or neglect was made against 
them and was substantiated. The completed forms are to be maintained by the 
Awardee as confidential.

SERIAL 210192-RFP 
 
 
 
10.7.6 A person awaiting receipt of the Central Registry Background Check may provide 
direct services to clients after the Awardee completes and submits to MCHSD 
CSD, formal confirmation on each employee the following information: 
 
10.7.6.1 Name of Employee 
10.7.6.2 Position Employee holds 
10.7.6.3 Date of Hire 
10.7.6.4 The person is not currently the subject of an investigation of child abuse 
or neglect in Arizona or another state or jurisdiction; and 
10.7.6.5 The person has not been the subject of an investigation of child abuse 
or neglect in Arizona, or another state or jurisdiction, which resulted in a 
substantiated finding.  
 
10.7.7 If the Central Registry Background Check specifies any disqualifying act and the 
person does not have a Central Registry exception, the person shall be prohibited 
from providing direct services to clients. 
 
10.7.8 The Awardee shall maintain the Central Registry Background Check results and 
any related forms or documents in a confidential file for five (5) years after 
termination of this Award. For information on requesting a Search of Central 
Registry for Background Check visit this website: http://www.azdps.gov/ 
 
10.8 
FINGERPRINTING  
 
10.8.1 Awardee shall comply with, and shall ensure that all of Agency's employees, 
independent contractors, subcontractors, volunteers and other agents comply 
with, all applicable (current and future) legal requirements relating to fingerprinting, 
fingerprint clearance cards, certifications regarding pending or past criminal 
matters, and criminal records checks that relate to Award performance. 
 
10.8.2 Applicable legal requirements relating to fingerprinting, certification, and criminal 
background checks may include, but are not limited, to the following: A.R.S. §§ 36-
594.01, 36-3008, 41-1964, and 46-141. All applicable legal requirements relating 
to fingerprinting, fingerprint clearance cards, certifications regarding pending or 
past criminal matters, and criminal records checks are hereby incorporated in their 
entirety as provisions of this Award. The Awardee is responsible for knowing which 
legal requirements relating to fingerprinting, fingerprint clearance cards, 
certifications regarding pending or past criminal matters, and criminal records 
checks relate to Award performance. 
 
10.8.3 To the extent A.R.S. § 46-141 is applicable to contract performance or the services 
provided under this Award, the following provisions apply: 
 
10.8.4  Personnel who are employed by the Agency, whether paid or not, and who are 
required or allowed to provide services directly to juveniles or vulnerable adults 
shall have a valid fingerprint clearance card or shall apply for a fingerprint 
clearance card within seven working days of employment. 
 
10.8.5 Except as provided in A.R.S. § 46-141, this Award may be cancelled or terminated 
immediately if a person employed by the Agency and who has contact with 
juveniles certifies pursuant to the provisions of A.R.S. § 46-141 (as may be 
amended) that the person is awaiting trial or has been convicted of any of the 
offenses listed therein in this State, or of acts committed in another state that would 
be offenses in this State, or if the person does not possess or is denied issuance 
of a valid fingerprint clearance card. 
 
10.8.5.1 Federally recognized Indian tribes will submit and the MCHSD CSD shall 
accept certifications that state that no personnel who are employed or

SERIAL 210192-RFP 
 
 
who will be employed during the Award term have been convicted of, 
have admitted committing or are awaiting trial on any offense as 
described in A.R.S. § 36-594.01 (as may be amended). 
 
10.9  
DUNS NUMBER AND SYSTEM FOR AWARD MANAGEMENT REGISTRATION 
 
Funding for activities under this contract are provided through federal Department of Labor. 
All Contractors that receive federal funding must obtain a Data Universal Numbering 
System (DUNS) number through http://fedgov.dnb.com/webform.  Contractor must also be 
register and remain current with the System for Award Management (SAM) www.sam.gov 
a database of basic business information for contractors that receive federal funds. 
 
10.10 
RELIGIOUS ACTIVITIES 
 
The Contractor agrees that costs, planned or claimed, including costs incurred, shall not 
include any expense for any religious activity. 
 
10.11 
POLITICAL ACTIVITY PROHIBITED 
 
None of the funds, materials, property or services contributed by the County or the 
Contractor under the agreement shall be used in the performance of this agreement for 
any partisan political activity, or to further the election or defeat of any candidate for public 
office.  
  
10.12 
EQUAL EMPLOYMENT OPPORTUNITY 
 
Contractors awarded a contract utilizing WIOA, Department of Labor Title I funds, assures 
that it will comply fully with the nondiscrimination and equal opportunity provisions of the 
following laws: 
 
WIOA prohibits discrimination against all individuals in the United States on the basis of 
race, color, religion, sex, national origin, age, disability, political affiliation or belief, and 
against beneficiaries on the basis of either citizenship/status as a lawfully admitted 
immigrant authorized to work in the United States or participation in any WIOA Title I-
financially assisted program or activity; 
 
Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the 
bases of race, color and national origin;  
 
Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination 
against qualified individuals with disabilities;  
 
The Age Discrimination Act of 1975, as amended, which prohibits discrimination on the 
basis of age; and Title IX of the Education Amendments of 1972, as amended, which 
prohibits discrimination on the basis of sex in educational programs. 
 
The Contractor also assures that it will comply with 29 CFR part 37 and all other regulations 
implementing the laws listed above. This assurance applies to the Contractor's operation 
of the WIOA Title I program or activity. Contractor shall Contractor shall include clauses to 
this effect in all agreements with subcontractors that provide WIA Title I programs or 
activities. 
 
Contractor understands that the United States has the right to seek judicial enforcement of 
this assurance.

SERIAL 210192-RFP 
 
 
10.13 
CERTIFICATION REGARDING LOBBYING 
 
The Contractor certifies, to the best of their knowledge and belief, that: 
 
No Federal appropriated funds have been paid or will be paid, by or on behalf of the 
Contractor, to any person for influencing or attempting to influence an officer or employee 
of any agency. This applies to a Member of Congress, an officer or employee of Congress, 
or an employee of a Member of Congress in connection with the awarding of any Federal 
contract, the making of any Federal grant. Including the making of any Federal, loan the 
entering into of any cooperative agreement, and the extension, continuation, renewal, 
amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 
 
If any funds other than Federal appropriated funds, have been paid or will be paid to any 
person for influencing or attempting to influence an officer or employee of any agency, 
Member of Congress, an officer or employee of Congress, or an employee of a Member of 
Congress in connection with this Federal contract, grant, loan, or cooperative agreement, 
the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to 
Report Lobbying,” in accordance with its instructions. 
The Contractor shall include Lobbying Certification language in the award documents for 
all subcontractors (including sub-grants, and contract under grants, loans, and cooperative 
agreements) and that all sub-recipients shall certify and disclose accordingly. 
 
This certification is a material representation of fact upon which reliance was placed when 
this transaction is made or entered into. Submission of this certification is prerequisite for 
making or entering into this transaction imposed by section 1352, Title 31, U.S. Code. Any 
successful proposer(s) who fail to file the required certification shall be subject to a civil 
penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. 
 
10.14 
CLEAN AIR ACT & CLEAN WATER ACT 
 
Contractor must comply with all applicable standards, orders, or requirements issued under 
section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act 
(33 U.S.C. 1368) Executive Order 11738, and Environmental Protection Agency 
regulations (40 CFR part 15). 
 
10.15 
ENERGY POLICY AND CONSERVATION ACT 
 
Contractor must adhere to the standards and policies relating to energy efficiency; which 
are contained in the State energy conservation plan issued in compliance with the Energy 
Policy and Conservation Act (Pub. L. 94-163, 89 Stat.871). 
 
10.16 
COPELAND “ANTI-KICKBACK” ACT 
 
Contractor is expected to comply with the Copeland “Anti-Kickback” Act (18 U.S.C.874) as 
supplemented in the Department of Labor regulations (29 CFR part 3). In as such this 
regulation applies to all contracts and sub grants for construction or repair. 
 
10.17 
DAVIS-BACON ACT 
 
Contractor must comply with the Davis-Bacon Act (40 U.S.C. 276a to 276a-7) as 
supplemented by Department of Labor regulations (29 CFR Part 5) when required by 
Federal grant program legislation. 
 
10.18 
FINANCIAL MANAGEMENT 
 
10.18.1 
Each Contractor is required to submit a completed “Accounting Certification 
Accounting Packet Attachment F”, now Exhibit E. Packet is to be completed by 
Contractor’s Certified Public Accounting Agency. In accordance with 29 CFR 
97.20 Contractor shall establish and maintain a special (separate) bank account

SERIAL 210192-RFP 
 
 
for funds provided under the agreement, or an accounting system that assures 
the safeguarding and accountability of all assets provided under the agreement.  
No part of the funds deposited in the special bank account shall be commingled 
with other funds of the Contractor.  Any interest earned shall be disposed of in a 
manner specified by the County in accordance with applicable State and Federal 
regulations. If a separate bank account is established, the Contractor shall 
provide a signed special bank account agreement authorizing the County to 
obtain information about the account. If an accounting system is used, it shall be 
in accordance with generally accepted accounting principles. 
 
10.18.2 
The Contractor shall maintain a financial management system that meet the 
following standards:  
 
10.18.2.1 
Financial reporting. Accurate, current, and complete disclosure of 
the financial results of financially assisted activities must be made in 
accordance with the financial reporting requirements of the 
agreement. 
 
10.18.2.2 
Accounting records. The Contractor must maintain records which 
adequately identify the source and application of funds provided for 
financially-assisted 
activities. 
These 
records 
must 
contain 
information pertaining to the agreement and authorizations, 
obligations, unobligated balances, assets, liabilities, outlays or 
expenditures, and income. 
 
10.18.2.3 
Internal control. The Contractor shall maintain effective control and 
accountability for all agreement cash, real and personal property, 
and other assets. The Contractor must adequately safeguard all 
such property and must assure that it is used solely for authorized 
purposes. 
 
10.18.2.4 
Budget control. The Contractor must maintain actual expenditures 
or outlays compared with budgeted amounts for the agreement. 
Financial information must be related to performance or productivity 
data, including the development of unit cost information whenever 
appropriate or specifically required in the agreement. If unit cost 
data is required, estimates based on available documentation will 
be accepted whenever possible 
 
10.18.2.5 
Allowable cost. The Contractor must use applicable OMB Circular 
A-87 cost principles, agency program regulations, and the terms of 
the agreement will be followed in determining the reasonableness, 
allow ability, and allocability of costs. 
 
10.18.2.6 
Source documentation. Accounting records must be supported by 
such source documentation as cancelled checks, paid bills, payrolls, 
time and attendance records, contract and subcontract documents, 
etc. 
 
10.19 
DEBT COLLECTION AND AUDIT RESOLUTION 
 
10.19.1 If at any time, County determines that a cost for which payment has been made is 
a disallowed cost, such as overpayment, County shall notify the Contractor in 
writing of the disallowance. County shall also state the means of correction, which 
may be but shall not be limited to adjustment of any future claim submitted by the 
Contractor by the amount of the disallowance, or to require repayment of the 
disallowed amount by the Contractor.

SERIAL 210192-RFP 
 
 
10.19.2 Contractor shall comply with P.L. 105-220 Sections 128, 133, and 184; 20 CFR 
Part 652, Subpart D,E and G; 20 CFR Part 667 Subparts D – H; 29 CFR Parts 95, 
96, 97, and 99; OMB Circular A-21.  
 
10.19.3 Contractor shall adhere to Federal Acquisition Regulation 97-03 Part 31; DES 
Policies 1-47-01 and 1-47-08; and Workforce Investment Act Guidance Letters 
#04-06, #09-06 and #18-06. 
 
10.19.4 Among the required controls specified in Title 20 CFR Section 667.500(a) (2) is 
the process for collecting debts. Title 20 CFR 667.410(a) states it is the 
responsibility of the County to conduct regular oversight and monitoring of 
Contractor’s WIA activities to determine whether expenditures made against the 
cost categories and within the cost limitations specified in WIA laws and 
regulations. Title 20 CFR 667.705 states: 
 
10.19.5 Contractor is responsible for all funds under the agreement, and any agreements 
with subcontractors. The County shall hold all direct recipients (Contractors) liable 
for all expenditures of funds. 
 
10.20 
SANCTIONS AND CORRECTIVE ACTIONS 
 
10.20.1 The Contractor agrees that the County may, based upon applicable laws or 
regulations, impose corrective action on the Contractor up to and including 
sanctions of funding provided for in this agreement. The imposition of any 
corrective action plan or sanctions shall be at the discretion of the Department. 
Actions which may lead to the provisions of this section include (but are not limited 
to): 
 
10.20.1.1 Failure to perform the required tasks and activities for which the funding 
is provided. 
10.20.1.2 Failure to achieve the stated performance goals and objectives in 
section. 
10.20.1.3 Failure to maintain appropriate fiscal and programmatic records in 
accordance with the terms of the Agreement. 
10.20.1.4 Failure to submit the required fiscal and performance reports. 
 
10.21 
ALTERNATIVE DISPUTE RESOLUTION 
 
10.21.1 After the exhaustion of the administrative remedies provided in the Maricopa 
County Procurement Code, any contract dispute in this matter is subject to 
compulsory arbitration.  Provided the parties participate in the arbitration in good 
faith, such arbitration is not binding and the parties are entitled to pursue the matter 
in state or federal court sitting in Maricopa County for a de novo determination on 
the law and facts.  If the parties cannot agree on an arbitrator, each party will 
designate an arbitrator and those two arbitrators will agree on a third arbitrator.  
The three arbitrators will then serve as a panel to consider the arbitration.  The 
parties will be equally responsible for the compensation for the arbitrator(s).  The 
hearing, evidence, and procedure will be in accordance with Rule 74 of the Arizona 
Rules of Civil Procedure.  Within ten (10) days of the completion of the hearing the 
arbitrator(s) shall: 
 
10.21.1.1 Render a decision; 
10.21.1.2 Notify the parties that the exhibits are available for retrieval; and 
10.21.1.3 Notify the parties of the decision in writing (a letter to the parties or their 
counsel shall suffice).  
 
10.21.2 Within ten (10) days of the notice of decision, either party may submit to the 
arbitrator(s) a proposed form of award or other final disposition, including any form 
of award for attorneys’ fees and costs.  Within five (5) days of receipt of the

SERIAL 210192-RFP 
 
 
foregoing, the opposing party may file objections.  Within ten (10) days of receipt 
of any objections, the arbitrator(s) shall pass upon the objections and prepare a 
signed award or other final disposition and mail copies to all parties or their 
counsel. 
 
10.21.3 Any party which has appeared and participated in good faith in the arbitration 
proceedings may appeal from the award or other final disposition by filing an action 
in the state or federal court sitting in Maricopa County within twenty (20) days after 
date of the award or other final disposition.  Unless such action is dismissed for 
failure to prosecute, such action will make the award or other final disposition of 
the arbitrator(s) a nullity. 
 
10.22 
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. 
 
10.23 
STOP WORK ORDER 
 
10.23.1 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: 
 
10.23.1.1 cancel the stop work order; or  
 
10.23.1.2 terminate the work covered by the order as provided in the Termination 
for Default or the Termination for Convenience clause of this contract. 
 
10.23.1.3 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 
 
10.24 
TERMINATION FOR CONVENIENCE 
 
Maricopa County may terminate the resultant contract for convenience by providing 60 
calendar days advance notice to the Contractor. 
 
10.25 
TERMINATION FOR DEFAULT 
 
10.25.1 The County may, by written Notice of Default to the Contractor, terminate this 
contract in whole or in part if the Contractor fails to: 
 
10.25.1.1 deliver the supplies or to perform the services within the time specified 
in this contract or any extension;

SERIAL 210192-RFP 
 
 
 
10.25.1.2 make progress, so as to endanger performance of this contract; or 
10.25.1.3 perform any of the other provisions of this contract. 
 
10.25.2 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. 
 
10.26 
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. 
 
10.27 
CONTRACTOR EMPLOYEE MANAGEMENT 
 
10.27.1 Contractor shall endeavor to maintain the personnel proposed in their proposal 
throughout the performance of this contract. 
 
10.27.2 If Contractor personnel’s employment status changes, Contractor shall provide 
County a list of proposed replacements with equivalent or greater experience. 
 
10.27.3 Under no circumstances shall the implementation schedule to be impacted by a 
personnel change on the part of the Contractor. 
 
10.27.4 Contractor shall not reassign any key personnel identified in their proposal without 
the express consent of the County. 
 
10.27.5 County reserves the right to immediately remove from its premises any Contractor 
personnel it determines to be a risk to County operations. 
 
10.27.6 County reserves the right to request the replacement of any Contractor personnel 
at any time, for any reason. 
 
10.28 
WARRANTY OF SERVICES 
 
10.28.1 The Contractor warrants that all services provided hereunder will conform to the 
requirements of the contract, including all descriptions, specifications, and 
attachments made a part of this contract. County’s acceptance of services or 
goods provided by the Contractor shall not relieve the Contractor from its 
obligations under this warranty. 
 
10.28.2 In addition to its other remedies, County may, at the Contractor's expense, require 
prompt correction of any services failing to meet the Contractor's warranty herein. 
Services corrected by the Contractor shall be subject to all the provisions of this 
contract in the manner and to the same extent as services originally furnished 
hereunder. 
 
10.29 
INSPECTION OF SERVICES 
 
10.29.1 The Contractor shall provide and maintain an inspection system acceptable to 
County covering the services under this contract. Complete records of all 
inspection work performed by the Contractor shall be maintained and made 
available to County during contract performance and for as long afterwards as the 
contract requires.

SERIAL 210192-RFP 
 
 
10.29.2 County has the right to inspect and test all services called for by the contract, to 
the extent practicable at all times and places during the term of the contract. 
County shall perform inspections and tests in a manner that will not unduly delay 
the work. 
 
10.29.3 If any of the services do not conform to contract requirements, County may require 
the Contractor to perform the services again in conformity with contract 
requirements, at no cost to the County. When the defects in services cannot be 
corrected by re-performance, County may: 
 
10.29.3.1 require the Contractor to take necessary action to ensure that future 
performance conforms to contract requirements; and 
 
10.29.3.2 reduce the contract price to reflect the reduced value of the services 
performed. 
 
10.29.4 If the Contractor fails to promptly perform the services again or to take the 
necessary action to ensure future performance in conformity with contract 
requirements, County may: 
 
10.29.4.1 by contract or otherwise, perform the services and charge to the 
Contractor, through direct billing or through payment reduction, any cost 
incurred by County that is directly related to the performance of such 
service; or 
 
10.29.4.2 terminate the contract for default. 
 
10.30 
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. 
 
10.31 
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. 
 
10.32 
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. 
 
10.33 
SUBCONTRACTING 
 
10.33.1 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.

SERIAL 210192-RFP 
 
 
 
10.33.2 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. 
 
10.34 
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. 
 
10.35 
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. 
 
10.36 
RIGHTS IN DATA 
 
10.36.1 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. 
 
10.36.2 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. 
 
10.37 
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR 
OTHER REVIEW 
 
10.37.1 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. 
 
10.37.2 If the Contractor’s books, records, accounts, statements, reports, files, and other 
records and back-up documentation relevant to this contract are not sufficient to 
support and document that requested services were provided, the Contractor shall 
reimburse Maricopa County for the services not so adequately supported and 
documented. 
 
10.38 
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

SERIAL 210192-RFP 
 
 
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. 
 
10.39 
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. 
 
10.40 
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. 
 
10.41 
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. 
 
10.42 
RELATIONSHIPS 
 
10.42.1 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. 
 
10.42.2 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. 
 
10.43 
NON-DISCRIMINATION 
 
Contractor agrees to comply with all provisions and requirements of Arizona Executive 
Order 2009-09, including flow down of all provisions and requirements to any 
subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends 
Executive Order 75-5 and is hereby incorporated into this contract as if set forth in full 
herein. During the performance of this contract, Contractor shall not discriminate against 
any employee, client, or any other individual in any way because of that person’s age, race, 
creed, color, religion, sex, disability, or national origin. (Arizona Executive Order 2009-09 
can 
be 
downloaded 
from 
the 
Arizona 
Memory 
Project 
at 
http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1.) 
 
10.44 
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. 
 
10.45 
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 
 
10.45.1 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:

SERIAL 210192-RFP 
 
 
10.45.1.1 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; 
 
10.45.1.2 have not within a three-year period preceding this contract: 
 
10.45.1.2.1 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 
 
10.45.1.2.2 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; 
 
10.45.1.2.3 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; 
 
10.45.1.2.4 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  
 
10.45.1.2.5 have not within a three-year period preceding this contract 
had any public transaction (Federal, State or local) 
terminated for cause or default. 
 
10.45.2 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. 
 
10.45.3 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. 
 
10.46 
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL 
IMMIGRATION LAWS AND REGULATIONS 
 
10.46.1 By entering into the contract, the Contractor warrants compliance with the 
Immigration and Nationality Act (INA using E-Verify) and all other Federal 
immigration laws and regulations related to the immigration status of its employees 
and A.R.S. § 23-214(A). The Contractor shall obtain statements from its 
subcontractors certifying compliance and shall furnish the statements to the 
procurement officer upon request. These warranties shall remain in effect through 
the term of the contract. The Contractor and its subcontractors shall also maintain 
Employment Eligibility Verification forms (I-9) as required by the Immigration Reform 
and Control Act of 1986, as amended from time to time, for all employees performing 
work under the contract and verify employee compliance using the E-Verify system 
and shall keep a record of the verification for the duration of the employee’s

SERIAL 210192-RFP 
 
 
employment or at least three years, whichever is longer. I-9 forms are available for 
download at www.uscis.gov. 
 
10.46.2 The County retains the legal right to inspect documents of Contractor and 
subcontractor employees performing work under this contract to verify compliance 
with paragraph 10.46.1 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. 
 
10.47 
CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO 
INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS 
 
10.47.1 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. 
 
10.47.2 Contractor shall inform its employees in writing, in the predominant language of 
the workforce, of employee whistleblower rights and protections under 41 U.S.C. 
§ 4712, as described in Section 3.908 of the Federal Acquisition Regulation. 
Documentation of such employee notification must be kept on file by Contractor 
and copies provided to County upon request. 
 
10.47.3 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). 
 
10.48 
CONTRACTOR LICENSE REQUIREMENT 
 
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. 
 
10.49 
INFLUENCE 
 
10.49.1 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. 
 
10.49.2 An attempt to influence includes, but is not limited to: 
 
10.49.2.1 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.

SERIAL 210192-RFP 
 
 
10.49.3 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.  
 
10.49.4 ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY 
COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT 
SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS 
THE COMMUNICATION IS IN REGARD TO PRE-EXISTING BUSINESS WITH 
THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION, 
ITS PARTICIPANTS, OR ANY DOCUMENTATION PRIOR TO THE CONTRACT 
AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM 
THE EVALUATION PROCESS. 
 
10.50 
CONFIDENTIAL INFORMATION 
 
10.50.1 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. 
 
10.50.2 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, 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. 
 
10.50.3 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. 
 
10.51 
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. 
 
10.52 
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.

SERIAL 210192-RFP 
 
 
10.53 
UNIFORM ADMINISTRATIVE REQUIREMENTS 
 
By entering into this contract, 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. 
 
10.54 
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. 
 
10.55 
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. 
 
10.56 
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. 
 
10.57 
INCORPORATION OF DOCUMENTS 
 
10.57.1 The following are to be attached to and made part of this Contract: 
 
10.57.1 
Exhibit A – Vendor Information 
10.57.2 
Exhibit A-1 – Cost Summary/Pricing 
10.57.3 
Exhibit B – Scope of Work 
10.57.4 
Exhibit C – Respondent’s Proposed Subcontractor(s) 
10.57.5 
Exhibit D – Certification Regarding Lobbying 
10.57.6 
Exhibit E – Accounting Certification Statement 
10.57.7 
Exhibit F – Certification Regarding Debarment  
 
10.58 
NOTICES 
 
All notices given pursuant to the terms of this contract shall be addressed to: 
 
For County: 
 
Maricopa County 
Office of Procurement Services 
160 S. 4th Avenue 
Phoenix, Arizona 85003-1647 
 
For WIOA Program 
 
Maricopa County  
Human Services Department 
Workforce Development Division 
234 North Central 3rd Floor 
Phoenix Arizona 85004 
christopher.williams@maricopa.gov

SERIAL 210192-RFP 
 
 
 
For Contractor: 
 
Smart Schools Inc 
1440 S. Clearview Avenue, Suite 104  
Mesa, AZ  85209 
 
 
10.59 
INQUIRIES 
 
10.59.1 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. 
 
10.59.2 Administrative telephone/email inquiries shall be addressed to: 
 
IRMA GUZMAN, PROCUREMENT OFFICER 
TELEPHONE: (602) 506-8715  
Irma.guzman@maricopa.gov 
 
10.59.3 Inquiries may be submitted by telephone but must be followed up in writing. No 
oral communication is binding on Maricopa County.

SERIAL 210192-RFP

SERIAL 210192-RFP 
 
 
EXHIBIT A - VENDOR INFORMATION 
 
 
  
YES 
NO 
REBATE 
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO 
PURCHASE FROM THIS CONTRACT:  
 
 
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: 
 
 
  
                FUEL COMPRISES (if applicable) 0% OF TOTAL BID AMOUNT 
                PAYMENT TERMS:  
  NET 0 DAYS    
 
 
COMPANY NAME: 
Smart Schools Inc 
DOING BUSINESS AS (dba): 
Smart Schools 
DUNS NUMBER 
114905679 
MAILING ADDRESS: 
1440 S. Clearview Ave. Suite 104, Mesa AZ 85209 
REMIT TO ADDRESS: 
1440 S. Clearview Ave. Suite 104, Mesa AZ 85209 
TELEPHONE NUMBER: 
480-689-5999 
FAX NUMBER: 
888-586-9081 
WWW ADDRESS: 
www.smartschoolsusa.org  
REPRESENTATIVE NAME: 
Jeremiah Lee 
REPRESENTATIVE TELEPHONE NUMBER: 
480-689-5999 
REPRESENTATIVE EMAIL ADDRESS 
jeremiahl@iwantmydiploma.com

SERIAL 210192-RFP 
 
 
EXHIBIT A-1 - COST SUMMARY/PRICING 
 
Respondent is to complete a Fee Proposal for each WIOA Element they are proposing. 
 
1. 
Direct Labor: costs are the actual total compensation of the personnel (including 
principals or partners, if applicable) who will be directly charging time to the contract. 
 
2. 
Classifications: The labor category that will be providing direct services to participants 
under this contract. Should a Respondent house multiple staff in a given labor category, 
fee schedule rates may represent average rates, or not-to-exceed rates. 
 
2.1 
The Respondent will be required to submit a certified payroll to verify that proposed 
fees are at or below certified payroll levels. If a Consultant’s payroll rates are 
deemed to be excessive in comparison to market rates, or otherwise contrary to 
the County’s interests, the County may stipulate lower rates. 
 
3. 
Overhead: The Federal Acquisition Regulations should be consulted in determining 
allowable overhead. Overhead is generally inclusive of the following unless otherwise 
accounted for in the audit of the firm’s expenses: 
 
a. The salaries of personnel in the executive and administrative salary pool other 
than those identifiable salaries included in salary cost, and expenses included 
and reimbursable and non-salary expenses, plus salaries or imputed salaries 
of partners and principals, to the extent that they perform general executive 
and administrative services. 
b. Benefit costs to the Consultant. 
c.  Business taxes and insurance, other than those included in salary cost, but 
excluding state and federal income taxes. 
d.  Office space, including light, heat, cooling, and similar items. 
e.  Depreciation allowances or rental for furniture, drafting equipment, and 
engineering instruments. 
f.  Transportation expenses, including corporate automobile expense, and 
maintenance. 
g.  Office, printing, and drafting supplies. 
h.  Education and professional development (may include cost for consultant 
employee’s attendance at technical conferences). 
i.  Communication expenses, including telephone, telegraph, and facsimile, with 
the exception of those long distance calls directly chargeable to a specific 
project. 
j. 
Professional expenses, including fees for memberships in professional 
organizations. 
k. Interest and finance. 
l. 
Proposal preparation, preliminary arrangements for new projects, or like 
expenses. 
m. Computer expenses, exclusive of salary cost of operation for specific projects, 
but inclusive of all other related computer operation expenses. If otherwise 
provided for in the cost allocation plan of a firm (such as direct project

SERIAL 210192-RFP 
 
 
expense), the District reserves the right to review and approve such expense 
allocation and amount at the time of fee negation. 
n. Graphic and engineering supplies. 
o. Reproduction and photo expense, including use of copier for work not specified 
as a direct expense. 
p. Postage, messenger, delivery and freight expenses other than those 
chargeable to a specific project. 
q. Outside and temporary help. 
r.  Outside services – reproduction and printing, other than those costs directly 
chargeable to the project. 
s.  Equipment rental. 
 
3.1 
The following expenses are unallowable for inclusion in the Consultant’s overhead 
(indirect salary) expenses: 
 
a.  Entertainment or advertising. 
b.  Time spent for participating in civic and charitable activities. 
c.  Bad debts, including interest, and charges for legal and collection fees. 
d.  Cost of life insurance policies where corporation is named as beneficiary. 
e.  Employee recreation and/or morale enhancement. 
f.  Property taxes on other than the property primarily occupied by the 
corporation. 
g.  Fines, penalties or other payments for violations of whatever kind or 
description. 
h. Errors and omissions payments in settlement of claims or judgments.  
i.  Contributions and gifts. 
 
3.2 
The Respondent will be required to submit their most current financial audit to 
verify overhead. 
 
4. 
Profit: Allowable profit should be determined considering the risk to the Contractor as 
appropriate. Profit will be applied to direct labor costs and overhead, but not to direct non-
labor expenses. 
 
5. 
Proposed Hourly Rate: The hourly rate proposed by the Contractor. (direct hourly rate * 
overhead=hourly rate * profit = Proposed Hourly Rate). 
 
6. 
Subcontractors: All Subcontractor services being proposed by the Respondent must 
receive the same level of detail as the Contractor's fee proposal. 
 
6.1 
No additional markup by the Contractor will be allowed on work performed by sub- 
contractors. 
 
7. 
Direct Non-Salary Expenses: 
 
7.1 
Any service paid directly to a participant or employer for a work experience will be 
paid at direct cost.

SERIAL 210192-RFP 
 
 
 
7.2 
Any support services paid under Element 6.7 – Supportive Services will be paid at 
direct cost. 
 
8. 
Maricopa County would expect that neither Overhead nor Profit will exceed 10 percent of 
the total cost of service. 
 
Our fee proposal for the Alternative Secondary School Services or Dropout Recovery Services 
element is very straightforward. A flat fee of $500 per individual student course enrollment will be 
billed to Maricopa County monthly. This fee covers the Direct Labor costs (classifications for an 
individual teacher and mentor that works with each student monthly), Overhead (administrative 
costs to cover initial enrollment, transcript evaluation, course assignments, course completion 
procedures, proctoring services, business taxes and insurance, office space, depreciation, office 
printing and drafting supplies, communication expenses, computer expenses, and processing of 
monthly reporting to Maricopa County), and Profit (which does not exceed 10% of the total cost 
of services). 
Direct Labor costs for an individual teacher is calculated at $30 per hour and averaged at working 
with a student for 10 hours per month. Direct labor costs for an individual mentor is calculated at 
$25 per hour and averaged at working with the student for 5 hours per month. Overhead and 
administrative costs to cover all aspects of the student enrollment and course assignment process 
is calculated at $25/hour and are averaged at 2 hours per month. Our profit would not exceed 
10% of the total cost of these services. 
This flat fee is below the standard fee for individual online high school courses throughout Arizona 
and throughout the United States. From the Center for Education Reform, the average online 
private high school annual cost is $14,522 (https://edreform.com/2012/04/k-12-facts/), which 
would break down to about $1,200 per month. We anticipate that students will work to complete 
at least one course per month, which would equate to $6,000 per year for an individual student 
through an entire 12-month period. 
 
 
The School Services fee structure is not broken down by the requested Proposed Hourly Rate as 
our students are not required to complete their schooling in a traditional school path. Students 
may be working on their online schooling around their home or work schedules, completing their 
courses within an agreed-upon time frame with the student and mentor. Students may work on 
Program  
Monthly Average Cost 
Annual Cost  
Average Online Private HS 
$1,210 
$14,522 
Smart Schools 
$500 
$6,000

SERIAL 210192-RFP 
 
 
their courses that are available 24 hours a day, and our teachers and mentors monitor their 
progress throughout their courses as well. 
At the end of each month, Smart Schools will tally each course that has been started by a student 
working in the Alternative Secondary School Service or Dropout Recovery Service and bill for 
each at$500 per course. Students may start and complete multiple courses within a month’s time, 
and are encouraged to work at a pace to complete at least one course per month. It is estimated 
that each student would need an average of 10 credits (or 20 courses) to complete their high 
school diploma. It is then estimated that each student’s total cost through this Element to complete 
a high school diploma would be $10,000. If there are an estimated 1,000 total students to be 
serviced throughout all elements in this proposal, we anticipate that 40%, or 400 students, would 
need Alternative Secondary School Services or Dropout Recovery Services. It would then be 
estimated that the total estimated cost, if each student completed their high school diploma, would 
be $4,000,000. 
 
Our fee proposal for Supportive Services, which are services to help remove barriers and enable 
youth to participate in WIOA activities include: 
Each student that enrolls in Alternative Secondary School Services or Dropout Recovery Services 
will receive a Chromebook, purchased at $235, and billed to Maricopa County at cost. Smart 
Schools will purchase the Chromebooks and deliver them to the student, with the costs for delivery 
assessed to Maricopa County. Online access is a requirement for students to work in our online 
programs. The estimated total cost for this service (with 400 total students estimated to work in 
our element) is $94,000. 
Students will be encouraged to attend our community resource centers, The HUB, in the West 
Valley (5336 N 19th Ave., Phoenix, AZ 85015) and in the East Valley (2055 S. Power Rd., Mesa, 
AZ 85209). The HUB centers offer supplemental services for students, including laundry facilities 
and hourly tutoring sessions, and free WiFi access. We will also bill for student bus passes, Uber 
Cards, or student gas cards to get to and from The HUB for students in the program. We will limit 
administrative costs of providing support services to youth through use of refillable gift cards and 
online purchasing when available. Administrative costs will not exceed the cost of the item being 
purchased. 
We will bill Maricopa County for individual direct costs for use of these facilities at the following 
rate: 
Program  
Average Cost to earn HS Diploma 
(based on 20 courses needed) 
Average Online Private HS 
$24,203 
Smart Schools 
$10,000

SERIAL 210192-RFP 
 
 
 
We also offer a Community Resource Specialist that offers life coaching and counseling. It is available to 
each student. The hourly rate for our life coaching and counseling is billed at $24/hour. 
 
 
 
 
 
 
Laundry Services  
$3.00 per load 
Breakfast  
$2.00 per meal 
Lunch  
$4.00 per meal 
Uber Cards 
Cost of Uber to and from student 
residence 
Bus Passes 
$2.00 per day 
Gas Cards 
$25 per gas card (fill a tank) 
Hourly individual tutoring session 
$20 per hour

SERIAL 210192-RFP 
 
 
EXHIBIT B - SCOPE OF WORK  
 
SMART SCHOOLS INC IS BEING AWARDED THE CONTRACT FOR THE FOLLOWING ELEMENTS:  
Element 2 – Alternative Secondary School Services or Dropout Recovery Services  
Element 7 – Supportive Services 
 
1.0 
SCOPE OF WORK 
 
1.1 
Contractor shall assist eligible out-of-school youth (OSY) and eligible in-school youth (ISY), 
who are seeking assistance in achieving academic and employment success, with effective 
and comprehensive services and activities that include a variety of options for improving 
educational and skill competencies and provide an effective connection to educational 
institutions and employers, including small employers in in-demand industry sectors and 
occupations in the local and regional markets.  
 
1.2 
Contractor will have primary responsibility for ensuring that each participant receives the 
full continuum of services. Services accessed by a WIOA youth participant will depend 
upon the needs and goals identified by the participant and case manager as documented 
in the participant’s ISS.  
 
1.3 
Contractor shall be responsible for timely program delivery in a safe environment that has 
been tailored for the participant, reporting, quality control, maintaining licensure, 
compliance with all federal, state, and local regulations including Americans with 
Disabilities Act and Child Labor Laws.  
 
1.4 
Contractor shall provide the following service Elements:  
 
1.4.1 
Paid and unpaid work experiences.  
 
1.4.2 
Leadership development opportunities, which may include community service and 
peer- centered activities encouraging responsibility and other positive social 
behaviors. 
 
1.4.3 
Supportive services.  
 
1.4.4 
Adult mentoring for the period of participation and a subsequent period, for a total 
of not less than 12 months. 
 
1.4.5 
Follow-up services for 12 months after the completion of participation. 
 
1.4.6 
Financial literacy education. 
 
1.4.7 
Entrepreneurial Skills 
 
1.4.8 
Labor market and information services. 
 
1.5 
Activities and outcomes shall meet the minimum WIOA Youth Program Element 
Requirements.  
 
1.6 
PROGRAM PERFORMANCE MEASURES 
 
1.6.1 
The Workforce Development Board (WDB) negotiates WIOA performance 
indicators annually which are then communicated to the service provider(s). All 
services provided to youth from county staff and providers impacts program 
performance. 
 
1.6.2 
Contractor shall be assessed against five primary indicators of performance:

SERIAL 210192-RFP 
 
 
1.6.3 
Employment/Education/Training Rate – 2nd Quarter After Exit – the percentage of 
participants who are in education or training activities, or in unsubsidized 
employment during the second quarter after exit from the program. 
 
1.6.4 
Employment/Education/Training Rate – 4th Quarter After Exit - the percentage of 
participants who are in education or training activities, or in unsubsidized 
employment during the fourth quarter after exit from the program. 
 
1.6.5 
Median Earnings – 2nd Quarter After Exit – the median earnings of participants 
who are in unsubsidized employment during the second quarter after exit from the 
program. 
 
1.6.6 
Credential Attainment - the percentage of those participants enrolled in an 
education or training program who attain a recognized postsecondary credential 
or a secondary school diploma, or its recognized equivalent, during participation 
or within one year after exit from the program. 
 
1.6.6.1 
Measurable Skill Gains – the percentage of program participants who, 
during a program year, are in an education or training program that leads 
to a recognized postsecondary credential or employment and who are 
achieving measurable skill gains, defined as documented academic, 
technical, occupational, or other forms of progress, towards such a 
credential or employment. 
 
1.7 
PAYMENT STRUCTURE 
 
1.7.1 
Referrals for services will only be placed when County case managers identify a 
need for providers to deliver service element(s) to a specific youth. Case managers 
will issue a purchase order or a written notice to providers to proceed with services. 
 
1.7.2 
The County case managers reserves the right to cancel purchase orders or notice 
to proceed with services, within a reasonable period of time after issuance, if 
participants do not attend or fail to progress.  
 
1.7.3 
Should a purchase order or notice to proceed be canceled, the County agrees to 
reimburse the contractor for actual and documented costs incurred by the 
contractor. 
 
1.8 
PROGRAM ELEMENTS 
 
                          Contractor shall provide the following Program Elements: 
 
1.8.1 
Element 2: Alternative Secondary School Services or Dropout Recovery 
Services 
 
1.8.1.1 
Alternative secondary school services, such as Adult Basic Education 
instruction, individualized academic instruction, and English as a second 
language instruction, are those that assist youth who have struggled in 
traditional secondary education. Dropout recovery services such as 
credit recovery, counseling, and educational plan development, are 
those that assist youth who have dropped out of school.  
 
1.8.1.2 
Minimum requirements for delivering this service include: 
 
1.8.1.2.1 
Specialized structured curriculum is required that is clearly 
distinguishable from the regular curriculum offered to 
students in corresponding grades or classes 
1.8.1.2.2 
Alternative schools must be approved by the Arizona 
Department of Education.

SERIAL 210192-RFP 
 
 
 
1.8.1.3 
As a result of engagement in the service, youth will: 
 
1.8.1.3.1 
Increase grade level or EFL in a specific academic area 
1.8.1.3.2 
Obtain their high school diploma or a recognized high 
school equivalent 
 
1.8.1.4 
In the delivery of this service, Smart Schools Inc will:  
 
1.8.1.4.1 
Assess youth to determine their education levels 
1.8.1.4.2 
Build a personalized plan that will lead to completion of 
credits to earn a high school diploma or equivalent 
1.8.1.4.3 
Provide alternative secondary education based on the 
youth’s individual learning style 
1.8.1.4.4 
Assign a personal mentor to help students navigate and 
manage their time in training 
1.8.1.4.5 
Perform weekly check-ins with the participant 
1.8.1.4.6 
Offer Special Education services for students with special 
needs 
1.8.1.4.7 
Work with participants to identify and cultivate their career 
and post-secondary education needs 
1.8.1.4.8 
Refer participants to Smart School’s certified school 
counselor as needed 
1.8.1.4.9 
Provide monthly reports indicating student progress and 
achievement levels 
1.8.1.4.10 Provide copies of high school diploma or recognized high 
school equivalent diploma 
1.8.1.4.11 Enroll youth in alternative secondary education within 14 
days of receiving the referral 
1.8.1.4.12 Adhere to budgeted amounts and receive approval for 
increases prior to exceeding budgets 
 
1.8.2 
Element 7: Supportive Services 
 
1.8.2.1 
Supportive services remove barriers and enable a youth to participate 
in WIOA activities. Examples of support services include transportation 
assistance (bus passes, gas cards, Uber/Lyft gift cards), work related 
expenses (such as clothing, work shoes, uniforms, tools, etc.), childcare, 
testing fees, books and other training related expenses, rental and utility 
assistance, car repairs and reasonable accommodations for individuals 
with a disability. 
 
1.8.2.2 
In the delivery of this service, Smart Schools Inc will: 
 
1.8.2.2.1 
connect participants to the resources that meet the needs 
stated in the referrals, as soon as possible and within five 
business days 
1.8.2.2.2 
collect and submit receipts for support services delivered, 
with monthly backup documentation reports 
1.8.2.2.3 
notify county staff if the participant identifies the need for 
additional support services 
1.8.2.2.4 
limit administrative costs associated with providing support 
services to youth via the use of refillable cards and online 
purchasing whenever possible 
1.8.2.2.5 
ensure that administrative costs do not exceed the cost of 
the item being purchased 
1.8.2.2.6 
adhere to budgets and receive approval for increases prior 
to exceeding

SERIAL 210192-RFP 
 
 
EXHIBIT C - RESPONDENT’S PROPOSED SUBCONTRACTOR(S)

SERIAL 210192-RFP 
 
 
EXHIBIT D 
 
CERTIFICATION REGARDING LOBBYING 
 
Public Law 101-121 (31 U.S.C. 1352) 
For Reference see Federal Register, dated 2/26/90, Vol. 55, No 18 
 
Dear Bidder, Offeror, Contractor, Subcontractor, 
 
Please review the attached forms and respond as appropriate. 
 
Attachment I 
 
In order to enter into an agreement with the Maricopa County for the provision of contract services or to 
amend a current agreement you are required to sign the Certification Regarding Lobbying. Please submit it 
to this sender with your Proposal, Contract, or Amendment. 
 
Attachment II 
 
If paragraph 2 of Attachment I applies, then complete this Disclosure of Lobbying Activities form and submit 
it with the certification. 
 
Instructions 
 
There is a distinction between lobbying and advocacy. As long as "advocacy" does not involve influencing the 
obtaining of a specific grant or contract, but is merely advocacy for the general benefit of the target population 
served, it is not lobbying and there may be no need for certification or disclosure. Each case must be reviewed 
individually by the recipient as the recipient is responsible for compliance and sanctions. 
 
Each person shall file a disclosure form at the end of each calendar quarter in which there occurs any event 
that materially affects the accuracy of information contained in any disclosure form previously filed. 
 
Certification for Contracts, Grants, Loans, and Cooperative Agreements 
 
The undersigned certifies, to the best of his or her knowledge and belief, that: 
 
1) 
No Federal appropriated funds have been paid or will be paid, by or on behalf of the 
undersigned, 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 contract, 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 contract, grant, loan, or cooperative agreement. 
 
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 this Federal contract, grant, loan or cooperative agreement, 
the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report 
Lobbying," in accordance with its instructions. 
 
3) 
The undersigned shall require that the language of this certification be included in the award 
documents for all sub- awards at all tiers (including subcontracts, sub-grants, and contracts 
under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and 
disclose accordingly.

SERIAL 210192-RFP 
 
 
4) 
This certification is a material representation of fact upon which reliance was placed when 
this transaction was made or entered into. Submission of this certification is a prerequisite 
for making or entering into this transaction imposed by section 1352, Title 31, U. S. Code. 
Any person who fails to file the required certification shall be subject to a civil penalty of not 
less than $10,000 and not more than $100,000 for each such failure.

SERIAL 210192-RFP 
 
 
EXHIBIT E 
 
ACCOUNTING CERTIFICATION STATEMENT 
 
Maricopa County Human Services Department 
234 North Central, Suite 3000 
Phoenix, Arizona 85004 
 
To Whom It May Concern: 
 
We are Certified Public Accountants and have been engaged to perform a preliminary survey of the 
accounting system of:  
 
Smart Schools Inc 
 
 
 
 
 
 
 
 
(Name of applicant) 
 
We understand that as part of the RFP process, the Human Services Department (HSD) requires that 
applicants obtain an accounting system certification from an independent CPA. The purpose of such a 
review is to provide HSD with certain assurances that the applicant has internal accounting controls and 
administrative procedures in place which should provide reasonable assurance that claims for 
reimbursement are accurate, costs are allowable under the contract, and that costs are supported by source 
documentation. 
 
Because of the limited scope of such a review, we are not able to render an opinion on the accounting 
system. However, our review resulted in no exceptions to HSD's criteria as indicated on the attached 
checklist.* 
 
This report is intended for use only by HSD and should not be used for any other purposes. 
 
 
 
 
 
 
 
 
Signature of Accountant 
 
 
 
 
 
 
 
 
Typed Name of Accountant 
 
 
Name of Organization 
*If the auditors identified exceptions on the checklist, they should state: However, we identified the following 
exceptions to HSD'S accounting system criteria: (list exceptions

SERIAL 210192-RFP 
 
 
EXHIBIT F 
 
CERTIFICATION REGARDING DEBARMENT 
 
Instruction for Certification 
 
1. 
By signing and submitting this proposal, the prospective recipient of Federal assistance 
funds is providing the certification as set out below. 
 
2. 
The certification in this clause is a material representation of fact upon which reliance 
was placed when this transaction was entered into. If it is later determined that the 
prospective recipient of Federal assistance funds knowingly rendered an erroneous 
certification, in addition to other remedies available to the Federal Government, the U.S. 
Department of Housing & Urban Development (HUD) may pursue available remedies, 
including suspension and/or debarment. 
 
3. 
The prospective recipient of Federal assistance funds shall provide immediate written 
notice to the person to whom this proposal is submitted if at any time the prospective 
recipient of Federal assistance funds learns that its certification was erroneous when 
submitted or has become erroneous by reason of changed circumstances. 
 
4. 
The terms "covered transaction," debarred," "suspended", "ineligible", "lower tier 
covered transaction", "participant", "person", "primary covered transaction", "principal", 
"proposal", and "voluntarily excluded", as used in this clause, have the meanings set 
out in the Definitions and Coverage sections of rules implementing Executive Order 
12549. You may contact the person to which this proposal is submitted for assistance in 
obtaining a copy of those regulations. 
 
5. 
The prospective recipient of Federal assistance funds agrees by submitting this 
proposal that, should the proposed covered transaction be entered into, it shall not 
knowingly enter into any lower tier covered transaction with a person who is debarred, 
suspended, declared ineligible or voluntarily excluded from participation in this covered 
transaction, unless authorized by HUD. 
 
6. 
The prospective recipient of Federal assistance funds further agrees by submitting this 
proposal that it will include the clause titled "Certification Regarding Debarment, 
Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions," 
without modification, in all lower tier covered transactions and in all solicitations for lower 
tier covered transactions. 
 
7. 
A participant in a covered transaction may rely upon a certification of a prospective 
participant in a lower tier covered transaction that it is not debarred, suspended, 
ineligible, or voluntarily excluded from the covered transaction, unless it knows that the 
certification is erroneous. A participant may decide the method and frequency by which 
it determines the eligibility of its principals. Each participant may, but is not required to, 
check the List of Parties Excluded from Procurement or Non-procurement Programs. 
 
8. 
Nothing contained in the foregoing shall be construed to require establishment of a 
system of records in order to render in good faith the certification required by this clause. 
The knowledge and information of a participant is not required to exceed that which is 
normally possessed by a prudent person in the ordinary course of business dealings. 
 
Except for transactions authorized under paragraph 5 of these instructions, if a participant in a 
covered transaction knowingly enters into a lower tier transaction with a person who is suspended, 
debarred, ineligible or voluntary excluded from participation in this transaction, in addition to

SERIAL 210192-RFP 
 
 
other remedies available to the Federal Government, HUD may pursue available remedies, including 
suspension and/or debarment. 
 
Certification Regarding Debarment, Suspension Ineligibility  
and Voluntary Exclusion Lower Tier Covered Transactions 
 
 
This certification is required by the regulations implementing Executive Order 12549, Debarment 
and Suspension, 29 CFR Part 98, Section 98.510, participant's responsibilities. The regulations 
were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211). 
 
(Before completing certification, read instructions which are an integral part of the certification) 
 
1. The prospective recipient of Federal assistance funds certifies, by submission of this proposal, 
that neither it, nor its principals, are presently debarred, suspended, proposed from debarment, 
declared ineligible, or voluntarily excluded from participation in this transaction by any Federal 
department or agency. 
 
2. Where the prospective recipient of Federal assistance funds is unable to certify to any of 
the statements in this certification, such prospective participant shall attach an explanation to 
this proposal.

SERIAL 210192-RFP 
 
 
SMART SCHOOLS INC. DBA: SMART SCHOOLS, 1440 S. CLEARVIEW AVENUE, SUITE 104, MESA, 
AZ  85209 
 
 
PRICING SHEET: NIGP CODE 95221, 95295 
 
Terms: 
  
 
 
NO TERMS 
 
Vendor Number: 
 
 
VS0000006822 
 
Certificates of Insurance 
 
Required 
 
Contract Period: 
 
 
To cover the period ending June 30, 2023.