220271-CONTRACT MARICOPA COUNTY AND CARE.COM.PDF

CONTRACT PLATFORM FOR FAMILY CARE SOLUTIONS -
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This contract is entered into this 22 day of June 2022 by and between Maricopa County (“County” or 
“Customer”), a political subdivision of the State of Arizona, and Care.com, Inc, a Delaware corporation 
(“Contractor” or “Care.com”) for the provision to County’s Eligible Individuals (as identified in Exhibit A) with 
access to the services set forth in Exhibit A. The number of Eligible Individuals to be granted access to the 
services is specified in Exhibit A.  
0.0 
DEFINITIONS 
0.1 
“Eligible Individual” means an individual whose employment or other relationship with 
County is the basis for the individual’s eligibility to access the services. 
0.2 
“Participant” means an Eligible Individual or family member. 
0.3 
“Participant Chosen Providers” means individuals or businesses with whom Participants 
independently interact and/or that are engaged by Participants in the course of, or 
introduced through the use of the Covered Services, including but not limited to Discount 
Vendors and Optional Providers (as such terms are defined in a relevant exhibit), and any 
individual care provider chosen by the Participant from the Care.com digital resource. 
Participant Chosen Providers are independent third parties who are not Affiliates, 
employees, agents or Subcontractors of Care.com. 
1.0 
CONTRACT TERM 
The Term of this contract shall commence on the effective date set forth above and shall continue 
through 06/30/2023 (“Initial Term”).   
2.0 
OPTION TO RENEW 
Following the Initial Term, upon mutual written agreement of the parties this contract shall renew 
for successive twelve (12) month periods (each a “Renewal Term”) for a maximum of an 
additional (5) five Renewal Terms.  The Initial Term and each Renewal Term are 
collectively referred to as the “Term.”   
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 County records and 
other County data in the possession, custody, or control of the Contractor that are required to be 
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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. 
4.0 
PAYMENTS 
4.1 
As consideration for performance of the duties described herein, County shall pay 
Contractor in accordance with Exhibit B – Fees. 
4.2 
Payment shall be made upon the County’s receipt of a properly completed invoice received 
through the County’s Financial System, CGI.  Vendor is required to compete self-
registrastion. 
4.3 
APPLICABLE TAXES 
4.3.1 
It is the responsibility of the Contractor to determine any and all applicable taxes 
and include those taxes in their proposal. The legal liability to remit the tax is on 
the entity conducting business in Arizona. Tax is not a determining factor in 
contract award. 
4.3.2 
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. 
4.3.3 
Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, 
and local taxes applicable to their operation and any persons employed by the 
Contractor. Contractor shall, and require all subcontractors to, hold Maricopa 
County harmless from any responsibility for taxes, damages, and interest, if 
applicable, contributions required under Federal and/or State and local laws and 
regulations, and any other costs including: transaction privilege taxes, 
unemployment 
compensation 
insurance, 
Social 
Security, 
and 
workers’ 
compensation. Contractor may be required to establish, to the satisfaction of 
County, that any and all fees and taxes due to the City or the State of Arizona for 
any license or transaction privilege taxes, use taxes, or similar excise taxes are 
currently paid (except for matters under legal protest). 
5.0 
AVAILABILITY OF FUNDS 
5.1 
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. 
5.2 
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. 
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6.0 
TRADEMARKS AND PROPRIETARY RIGHTS 
 
6.1 
Trademarks and Ownership of Materials. In order to enable County to communicate 
information about the Covered Services (as identified in Exhibit A) to its Eligible Individuals, 
County requires a limited license to Care.com’s and its affiliates’ designated and approved 
trade names, logos, trademarks, service marks, trade dress, internet domain names, 
similar proprietary marks and copyrights as set forth below (“Care.com Marks”). In order to 
enable Care.com and its affiliates and third-party contractors to provide the Covered 
Services to Customer, Care.com requires a limited license to Customer’s designated and 
approved trade names, logos, trademarks, service marks, trade dress, internet domain 
name and/or other similar proprietary marks and copyrights (“Customer Marks”) as set forth 
below. Accordingly, subject to the terms and conditions of this contract and only for use 
during the Term of the contract, (i) Care.com hereby grants to County during the Term of 
the contract a limited, non-exclusive, non-transferable (except as permitted in this 
contract), revocable license to use, copy and distribute the Care.com Marks and the 
Covered Services-related content created by Care.com (“Content”) as is reasonably 
necessary for County to perform its obligations under this contract, including for use in 
promoting the Covered Services to County’s Eligible Individuals, and (ii) County hereby 
grants to Care.com, and its affiliates and contractors as applicable, a limited, non-
exclusive, non-transferable (except as permitted in this contract), revocable license to use, 
copy and distribute County Marks on any such Content as is reasonably necessary to 
perform its obligations under this contract.  The subject matter of each license granted in 
this Section 6 shall hereinafter be referred to as “Licensed Property.” 
 
6.2 
Branding. For purposes of this contract and as agreed to by the parties, Content may 
include a co-branded online experience specifically for County’s Eligible Individuals which 
will include County Marks and approved marketing materials created on behalf of County 
to promote the Covered Services to County’s Eligible Individuals.  Care.com will provide 
copies of any such Content to County for its approval in advance of publication. County will 
provide copies of any materials, including content that will be displayed electronically, 
describing or referencing the Covered Services to Care.com for approval prior to 
disseminating or making such content available to Eligible Individuals. 
 
6.3 
Prohibited Uses. Neither party shall use the other party’s Licensed Property in a manner 
that disparages the other party or its products or services, or portrays the other party or its 
products or services in a false, competitively adverse or poor light.  Each party shall comply 
with the other party’s requests as to the use of the other party’s Licensed Property and will 
not undertake any action that diminishes the value of such Licensed Property.  
 
6.4 
Ownership. Subject to the limited licenses granted under this section, each party owns and 
shall retain all right, title and interest in its respective Licensed Property, patents, trade 
secrets, know how, and proprietary technology, including without limitation those currently 
used or which may be developed and/or used by it or its designees in the future 
(“Intellectual Property”).  Except as provided for in this contract or in any executed 
amendment to the contract, neither party may distribute, sell, reproduce, publish, display, 
perform, prepare derivative works, or otherwise use any of the Intellectual Property of the 
other party without the express written consent of such party and neither party shall permit 
any third party to copy, translate, modify, enhance, adapt, decompile, disassemble or 
reverse engineer the Intellectual Property of the other Party either during the Term of this 
contract or after the termination of this contract.  The Care.com Intellectual Property is 
supplied for the sole use of County and its Participants/Eligible Individuals in accordance 
with the terms set forth herein.  County agrees that it will not sell, transfer or assign or 
provide or permit access to the Care.com Intellectual Property to any person or entity not 
authorized to access it hereunder. 
 
 
 
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7.0 
DUTIES 
The Contractor shall perform all duties stated in any documents attached hereto in accordance with 
Section 8.39. 
8.0 
TERMS AND CONDITIONS 
8.1 
INDEMNIFICATION 
8.1.1 
To the fullest extent permitted by law, and to the extent that claims, damages, 
losses, or expenses are not covered and paid by insurance purchased by the 
contractor, the contractor shall defend, indemnify, and hold harmless the County 
(as Owner), its agents, representatives, officers, directors, officials, and employees 
from and against all third-party 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, any willful misconduct or gross negligence of the Contractor relating 
to the performance of this contract. The Contractor shall have the right to 
control the defense and settlement of such third-party claim, provided, 
however, that the Contractor shall not settle such claim without the prior 
written consent of the County, which consent shall not be unreasonably 
withheld.  The County shall give the Contractor prompt notice of any third-
party claim, provided, however, that such notice shall not be a condition to 
the Contractor’s indemnification obligations hereunder unless the 
contractor has been materially and adversely affected by the failure or 
delay in providing such notice. The County shall at all times have the right 
to consult with its own counsel at its own expense.  The County will 
reasonably cooperate with the Contractor in the defense of such claim. 
8.1.2 
Contractor's duty to defend, indemnify, and hold harmless the County, its agents, 
representatives, officers, directors, officials, and employees shall arise in 
connection with any third-party 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 any willful 
misconduct or gross negligence of the contractor in the performance of this 
contract, but only to the extent caused by the willful misconduct or gross 
negligence of the Contractor, a subcontractor, anyone directly or indirectly 
employed by them, or anyone for whose acts they may be liable, regardless of 
whether or not such claim, damage, loss, or expense is caused in part by a party 
indemnified hereunder. 
8.1.3 
The amount and type of insurance coverage requirements set forth herein will in 
no way be construed as limiting the scope of the indemnity in this section. 
8.1.4 
The scope of this indemnification does not extend to the sole negligence of County. 
8.2 
INFRINGEMENT DEFENSE AND INDEMNIFICATION 
8.2.1 
Definitions 
For purposes of this section: 
8.2.1.1 “Claim” means any cause of action in a third-party action, suit, or 
proceeding against County alleging that Contractor software, or its 
upgrades, modifications, or revisions, as of its delivery date under this 
agreement, infringes a valid U.S. patent, copyright, or trademark. 
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8.2.1.2 “Participate and Share in the Costs” means Contractor will assist the 
County in the defense of the Claim, to the extent agreed to by the parties, 
except that Contractor shall be solely responsible for any and all costs 
adjudged in a successful Claim against the County. 
 
8.2.1.3 “Third-Party Products” means any products made by a party other than 
Contractor, and may include, without limitation, products ordered by 
County from third parties. However, components of Contractor branded 
products are not Third-Party Products if they are both: 
 
8.2.1.3.1 embedded in Third-Party Products (i.e., not recognizable as 
standalone items); and 
 
8.2.1.3.2 not identified as separate items on Contractor’s price list,     
quotes, order specifications forms, or documentation. 
 
8.2.2 
Defense and Indemnity 
 
Contractor shall defend, and Participate and Share in the Cost, in the full defense 
of the County against any Claim, and will indemnify and hold harmless the County, 
as provided for in this section, for any judgments, settlements, and court awarded 
attorney’s fees resulting from a Claim where the claimant is adjudged the 
successful party in the Claim. Contractor’s obligations under this section are 
conditioned on the following: 
 
8.2.2.1 County promptly notifies Contractor of the Claim, in writing, upon being 
made aware of the Claim; 
 
8.2.2.2 County gives Contractor lead authority control of the defense and (if 
applicable) settlement of the Claim, provided that County’s legal counsel 
may participate in such defense and settlement, at County’s expense; and 
  
8.2.2.3 County provides all information and assistance reasonably requested    by 
Contractor to handle the defense or settlement of the Claim. 
 
8.2.3 
Remedial Measures 
If software becomes, or Contractor reasonably believes use of software may 
become, the subject of a Claim, Contractor may, at its own expense and option: 
 
8.2.3.1 procure for County the right to continue use of the product; 
 
8.2.3.2 replace or modify the software; or 
 
8.2.3.3 to the extent that neither 9.2.3.1 nor 9.2.3.2 are deemed commercially 
practicable, refund to County a pro-rated portion of the applicable fees for 
software based on a linear depreciation monthly over a 10-year useful life, 
in which case County will cease all use of software and return it to 
Contractor. 
 
8.2.4 
Exceptions 
 
Contractor will have no defense or indemnity obligation for any Claim based on: 
 
8.2.4.1 modifications by someone other than Contractor; 
 
8.2.4.2 software has been modified by Contractor in accordance with County-
provided specifications or instructions; 
 
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8.2.4.3 use or combination by the County of software with Third-Party Products, 
open source, or freeware technology; 
8.2.4.4 Third-Party Products, open source, or freeware technology; 
8.2.4.5 a product that is used or located by County in a country other than the 
country in which or for which it was supplied by Contractor; 
8.2.4.6 possession or use of a product after Contractor has informed County of 
modifications or changes required to avoid such Claim and offered to 
implement those modifications or changes, if such Claim would have been 
avoided by implementation of Contractor's suggestions and to the extent 
County did not provide Contractor with a reasonable opportunity to 
implement Contractor's suggestions; or  
8.2.4.7 the amount of revenue or profits earned, or other value obtained by the 
use of products, or the amount of use of the products. 
8.2.5 
The foregoing states Contractor’s entire liability, and County’s sole and exclusive 
remedy, except as provided by law or equity, with respect to any infringement or 
misappropriation of any intellectual property rights of another party. 
8.3 
INSURANCE; LIMITATION OF LIABILITY 
8.3.1 During the term of the contract, Care.com shall maintain at its sole cost and 
expense the following insurance coverages and minimum limits: (i) 
Workers Compensation insurance as required by applicable law; (ii) 
Commercial General Liability insurance with a combined bodily injury and 
property damage limit of $1,000,000 for each occurrence / $2,000,000 
annual aggregate; (iii) Automobile Liability insurance with a combined 
single limit for bodily injury and property damage of at least $1,000,000; (iv) 
Professional Liability or Errors and Omissions insurance of $2,000,000 for 
each occurrence; (v) Umbrella Liability insurance of $5,000,000 for each 
occurrence; and (vi) Cyber Liability Insurance, including coverage for 
network security and privacy breach, in an amount not less than 
$5,000,000 per claim.  Care.com shall notify Customer promptly if 
insurance coverage is cancelled without replacement.  Care.com shall 
provide Customer with proof of insurance upon request. 
8.3.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO 
EVENT WILL EITHER PARTY, BE LIABLE FOR ANY INCIDENTAL, 
INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE 
DAMAGES OR ANY LOSS OF REVENUE, PROFITS, OR DATA 
WHATSOEVER ARISING OUT OF OR RELATING TO THE COVERED 
SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE 
POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT ALLOWED BY 
APPLICABLE LAW, EACH PARTY’S MAXIMUM CUMULATIVE LIABILITY 
IN CONNECTION WITH THE COVERED SERVICES AND THE 
EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR 
RELATED TO THIS CONTRACT WILL BE LIMITED TO THE AMOUNT 
ACTUALLY PAID BY COUNTY TO CONTRACTOR FOR THE COVERED 
SERVICES IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTH 
PERIOD.  FURTHER, CONTRACTOR SHALL NOT BE RESPONSIBLE 
FOR ANY ACTS OR OMISSIONS OF PARTICIPANT CHOSEN 
PROVIDERS (AS DEFINED IN THE BACKUP CARE SERVICES 
EXHIBIT); ANY DECISION TO USE A PARTICIPANT CHOSEN 
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PROVIDER MUST BE MADE BY THE PARTICIPANT AND THE 
PARTICIPANT SHALL ASSUME FULL RESPONSIBILITY FOR AND RISK 
OF LOSS RESULTING FROM USE OF ANY PARTICIPANT CHOSEN 
PROVIDER. 
8.4 
FORCE MAJEURE 
 
8.4.1 
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, pandemics or epidemics, and 
health advisories from the World Health Organization or Center for Disease Control 
and Prevention. 
 
8.4.2 
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. 
 
8.4.3 
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. 
 
8.5 
ORDERING AUTHORITY 
 
Any request for purchase shall be accompanied by a valid purchase order issued by a 
County department or directed by a Certified Agency Procurement Aid (CAPA) with a 
purchase card for payment. 
8.5.1 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. 
 
8.6 
PURCHASE ORDERS 
 
8.6.1 
County reserves the right to cancel purchase orders within a reasonable period of 
time after issuance. Should a purchase order be canceled, the County agrees to 
reimburse the Contractor for actual and documentable costs incurred by the 
Contractor in response to the purchase order. The County will not reimburse the 
Contractor for any costs incurred after receipt of County notice of cancellation, or 
for lost profits, or for shipment of product prior to issuance of purchase order. 
 
8.6.2 
Contractor agrees to accept verbal notification of cancellation of purchase orders 
from the County procurement officer with written notification to follow. Contractor 
specifically acknowledges to be bound by this cancellation policy. 
 
 
 
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8.7 
BACKGROUND CHECK 
Contractor shall ensure that its personnel are subject to appropriate background checks in 
accordance with the requirements set forth in the Backup Care Services Exhibit attached 
hereto.  
8.8 
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. 
8.9 
STOP WORK ORDER 
8.9.1 
The procurement officer may, at any time, by written order to the Contractor, 
require the Contractor to stop all, or any part, of the work called for by this contract 
for a period of 90 calendar days after the order is delivered to the Contractor, and 
for any further period to which the parties may agree. The order shall be specifically 
identified as a stop work order issued under this clause. Upon receipt of the order, 
the Contractor shall immediately comply with its terms and take all reasonable 
steps to minimize the incurrence of costs allocable to the work covered by the order 
during the period of work stoppage. Within a period of 90 calendar days after a 
stop work order is delivered to the Contractor, or within any extension of that period 
to which the parties shall have agreed, the procurement officer shall either: 
8.9.1.1 cancel the stop work order; or 
8.9.1.2 terminate the work covered by the order as provided in the Termination for 
Default or the Termination for Convenience clause of this contract. 
8.9.1.3 The procurement officer may make an equitable adjustment in the delivery 
schedule and/or contract price, and the contract shall be modified, in 
writing, accordingly, if the Contractor demonstrates that the stop work 
order resulted in an increase in costs to the Contractor 
8.10 
TERMINATION FOR DEFAULT 
8.10.1 The County may, by written Notice of Default to the Contractor, terminate this 
contract in whole or in part if the Contractor fails to: 
8.10.1.1 8deliver the supplies or to perform the services within the time specified 
in this contract or any extension; 
8.10.1.2 make progress, so as to endanger performance of this contract; or 
8.10.1.3 perform any of the other provisions of this contract. 
8.10.2 The County’s right to terminate this contract under these subparagraphs may be 
exercised if the Contractor does not cure such failure within 30 days (or more if 
authorized in writing by the County) after receipt of a Notice to Cure from the 
procurement officer specifying the failure. 
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8.11 
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. 
8.12 
CONTRACTOR EMPLOYEE MANAGEMENT 
8.12.1 Contractor shall endeavor to maintain the personnel proposed in their proposal 
throughout the performance of this contract. 
8.12.2 If Contractor personnel’s employment status changes, Contractor shall provide 
County a list of proposed replacements with equivalent or greater experience. 
8.12.3 Under no circumstances shall the implementation schedule to be impacted by a 
personnel change on the part of the Contractor. 
8.12.4 Contractor shall not reassign any key personnel identified in their proposal without 
the express consent of the County. 
8.12.5 County reserves the right to immediately remove from its premises any Contractor 
personnel it determines to be a risk to County operations. 
8.12.6 County reserves the right to request the replacement of any Contractor personnel 
at any time, for any reason. 
8.13 
WARRANTY OF SERVICES 
8.13.1 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. 
8.13.2 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. 
8.14 
INSPECTION OF SERVICES 
8.14.1 If and to the extent specifically set forth in a statement of work, 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. 
8.14.2 If and to the extent specifically set forth in a statement of work, 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.  
8.15 
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 
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contract is in effect, an employee or agent of any other party to the contract in any capacity 
or consultant to any other party of the contract with respect to the subject matter of the 
contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or 
commission paid or due to any person significantly involved in initiating, negotiating, 
securing, drafting, or creating the contract on behalf of the County from any other party to 
the contract arising as the result of the contract. 
8.16 
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. 
8.17 
SUBCONTRACTING 
8.17.1 The Contractor shall at all times be responsible for the work and conduct of its 
subcontractors and shall ensure that any such subcontractors comply with all 
applicable terms and conditions of the contract.  
8.18 
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. 
8.19 
ADDITIONS/DELETIONS OF REQUIREMENTS 
The County reserves the right to add and/or delete materials and services to a contract by 
amendment in accordance with Section 9.21 (Amendments) above. 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. 
8.20 
RIGHTS IN DATA 
8.20.1 The County shall have the use of County 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 
reasonable and available information that is relevant to a contract and to the 
performance thereunder. 
8.20.2 Data, records, reports, and all other information generated for the County by a third 
party as the result of a contract are the property of the County and shall be provided 
in a format designated by the County or shall be and remain accessible to the 
County into perpetuity if and to the extent remaining in the Contractor’s 
possession. 
8.21 
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR 
OTHER REVIEW 
8.21.1 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 fees paid under this contract in accordance with applicable law. Upon 
reasonable request, 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. 
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8.21.2 If the Contractor’s books, records, accounts, statements, reports, files, and other 
records and back-up documentation relevant to fees paid under 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. 
8.22 
AUDIT DISALLOWANCES 
If at any time it is mutually agreed upon by the parties 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 the mutual 
agreement of the parties, and may include either an adjustment to future invoices, request 
for credit, request for a check, or a deduction from current invoices submitted by the 
Contractor equal to the amount of the disallowance, or to require reimbursement forthwith 
of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 
8.23 
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. 
8.24 
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. 
8.25 
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. 
8.26 
RELATIONSHIPS 
8.26.1 In the performance of the services described herein, the Contractor shall act solely 
as an independent Contractor, and nothing herein or implied herein shall at any 
time be construed as to create the relationship of employer and employee, co-
employee, partnership, principal and agent, or joint venture between the County 
and the Contractor. 
8.26.2 The County reserves the right of final approval on proposed staff. Also, upon 
request by the County, the Contractor will be required to remove any employees 
working on County projects and substitute personnel based on the discretion of 
the County within two business days, unless previously approved by the County. 
8.27 
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.) 
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8.28 
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. 
8.29 
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 
8.29.1 The undersigned (authorized official signing on behalf of the Contractor) certifies 
to the best of his or her knowledge and belief that the Contractor, its current 
officers, and directors: 
8.29.1.1 
are not presently debarred, suspended, proposed for debarment, 
declared ineligible, or voluntarily excluded from being awarded any 
contract or grant by any United States department or agency or any 
state, or local jurisdiction; 
8.29.1.2 
have not within a three-year period preceding this contract: 
8.29.1.2.1 been convicted of fraud or any criminal offense in 
connection with obtaining, attempting to obtain, or as the 
result of performing a government entity (Federal, State 
or local) transaction or contract; or 
8.29.1.2.2 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; 
8.29.1.3 
are not presently indicted or criminally charged by a government entity 
(Federal, State or local) with commission of any criminal offenses in 
connection with obtaining, attempting to obtain, or as the result of 
performing a government entity public (Federal, State or local) 
transaction or contract; 
8.29.1.4 
are not presently facing any civil charges from any governmental entity 
regarding obtaining, attempting to obtain, or from performing any 
governmental entity contract or other transaction; and  
8.29.1.5 
have not within a three-year period preceding this contract had any 
public transaction (Federal, State or local) terminated for cause or 
default. 
8.29.2 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. 
8.30 
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL 
IMMIGRATION LAWS AND REGULATIONS 
8.30.1 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). 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 
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Act of 1986, as amended from time to time, for all employees performing work under 
the contract and verify employee compliance using the E-Verify system and shall 
keep a record of the verification for the duration of the employee’s employment or at 
least three years, whichever is longer. I-9 forms are available for download at 
www.uscis.gov. 
8.31 
CONTRACTOR LICENSE REQUIREMENT 
8.31.1 The Contractor shall procure all permits, insurance, and licenses, and pay the 
charges and fees necessary and incidental to the lawful conduct of his/her 
business, and as necessary complete any requirements, by any and all 
governmental or non-governmental entities as mandated to maintain compliance 
with and remain in good standing. The Contractor shall keep fully informed of 
existing and future trade or industry requirements, and Federal, State, and local 
laws, ordinances, and regulations which in any manner affect the fulfillment of a 
contract and shall comply with the same. Contractor shall immediately notify both 
Office of Procurement Services and the department of any and all changes 
concerning permits, insurance, or licenses. 
8.31.2 Contractor furnishing finished products, materials, or articles of merchandise that 
will require installation or attachment as part of the contract shall possess any 
licenses required. Contractor is not relieved of its obligation to obtain and possess 
the required licenses by subcontracting of the labor portion of the contract. 
Contractors are advised to contact the Arizona Registrar of Contractors, Chief of 
Licensing, to ascertain licensing requirements for a particular contract. Contractor 
shall identify which license(s), if any, the Registrar of Contractors requires for 
performance of the contract. 
8.32 
INFLUENCE 
8.32.1 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. 
8.32.2 An attempt to influence includes, but is not limited to: 
8.32.2.1 A person offering or providing a gratuity, gift, tip, present, donation, 
money, entertainment or educational passes or tickets, or any type of 
valuable contribution or subsidy that is offered or given with the intent to 
influence a decision, obtain a contract, garner favorable treatment, or 
gain favorable consideration of any kind. 
8.32.3 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.  
8.33 
CONFIDENTIAL INFORMATION 
8.33.1 Confidential Information Generally. In connection with entering into and performing 
under this contract each party may receive or have access to commercially 
valuable technical and non-technical confidential or proprietary information of the 
other party, including information, in whatever form, whether disclosed before or 
after the effective date of this contract, relating to the business of such party that 
is not generally known or available to others, including but not limited to source 
code and documentation for software, trade secrets, know how, customer lists, 
pricing strategies, payment terms, conversion rates, the terms of this contract and 
each applicable exhibit, product roadmaps, marketing plans, business plans, 
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SERIAL 220271-IGA 
information concerning such party’s vendors, and such party’s contemplated 
plans, strategies and prospects.   
8.33.2 Use and Protection of Confidential Information. Except as expressly allowed herein 
or in any exhibit, the receiving party will hold the Confidential Information of the 
disclosing party in confidence and not use it for any purpose other than as 
necessary to perform its obligations under this contract or disclose it to any third 
party (other than to its employees, affiliates, third-party contractors, professional 
advisors and agents who have a need to know and a duty to the receiving party to 
protect the confidentiality of such information at least to the same degree as 
required by this contract).  Each party acknowledges and agrees that any 
Confidential Information received or obtained from the other party will be the sole 
and exclusive property of the disclosing party and, except as expressly provided 
herein, nothing in this contract shall be interpreted as granting the receiving party 
any right or license with respect to such Confidential Information.  If disclosure of 
the other party’s Confidential Information is required by law, the party required to 
disclose Confidential Information shall promptly notify the other party in writing and 
reasonably cooperate with the other party (at the other party’s request and 
expense) so that the other party may preserve the confidentiality of the Confidential 
Information to the extent reasonably possible.   
8.33.3 Exceptions. Notwithstanding the foregoing, Confidential Information shall not 
include, and neither party will be liable for disclosure of, any information received 
by the receiving party under this contract if the information: (a) is or becomes 
generally available to or known to the public through no action or inaction of the 
receiving party; (b) was previously known by the receiving party through no 
wrongful act of receiving party and without any obligation of confidentiality with 
respect to such information as shown by competent evidence in the receiving 
party’s possession; or (c) was independently developed by the receiving party 
without use or reference to the Confidential Information as shown by competent 
evidence in the receiving party’s possession.  In addition, either party may disclose 
the existence of and terms of this contract: (a) as may be required by applicable 
law or regulatory requirements and (b) to potential lenders, investors or acquirers 
in connection with their due diligence evaluations provided that any such entity to 
whom disclosure is to be made under this subsection (b) is obligated to hold such 
information in confidence and not make use of it for any purpose other than such 
evaluations.  
8.33.4 Return of Confidential Information. Confidential Information shall be destroyed 
upon request of the disclosing party provided however that the receiving party shall 
be entitled to retain any Confidential Information: (a) to comply with any law 
applicable to receiving party; or (b) that has become imbedded in its electronic and 
offsite files as part of its electronic database back-up and archiving procedures so 
long as such information is not accessed by receiving party for any other purpose. 
The protections of this section shall be maintained for as long as the Confidential 
Information is in the receiving party’s possession. 
8.34 
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 
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SERIAL 220271-IGA 
shall determine whether the identified information is confidential pursuant to the Maricopa 
County Procurement Code. 
8.35 
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. 
8.36 
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. 
8.37 
GOVERNING LAW 
This contract shall be governed by the laws of the State of Arizona within a venue in 
Maricopa County.  
8.38 
ORDER OF PRECEDENCE 
In the event of a conflict in the provisions of this contract and the provisions the exhibits 
and any attachments thereto, if applicable, the terms of this contract shall prevail. 
8.39 
INCORPORATION OF DOCUMENTS 
8.39.1 The following are to be attached to and made part of this Contract: 
8.39.1.1 Exhibit A – Covered Services; Program Administration 
8.39.1.2 Exhibit B – Fees 
8.39.1.3 Attachment 1 Backup Care Services Exhibit 
8.39.1.4 Attachment 2 to the Backup Care Services Exhibit 
8.39.1.5 On-Demand Tutoring Services Exhibit 
8.39.1.6 LifeMart Discounts Exhibit  
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8.40 
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 Contractor: 
1501 S. MOPAC Expy #340 
Austin, TX  78746 
Attn: Legal Notice / Care.com Enterprise Services 
8.41 
INQUIRIES 
8.41.1 Administrative telephone/email inquiries shall be addressed to: 
JOEY M. MOLINA, PROCUREMENT MANAGER 
TELEPHONE: (602) 506-3454  
Joey.molina@maricopa.gov 
8.41.2 Inquiries may be submitted by telephone but must be followed up in writing. 
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IN WITNESS WHEREOF, this contract is executed on the date set forth above. 
CONTRACTOR 
AUTHORIZED SIGNATURE 
PRINTED NAME AND TITLE 
ADDRESS 
DATE 
MARICOPA COUNTY 
CHAIRMAN, BOARD OF SUPERVISORS 
DATE 
ATTESTED: 
CLERK OF THE BOARD 
DATE 
APPROVED AS TO FORM: 
DEPUTY COUNTY ATTORNEY  
DATE 
1501 S. MOPAC Expy #340, Austin, TX  78746
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Michelle Arbov
6/18/2022

Exhibit A 
I.
Covered Services* (and Descriptions):
Covered 
Service 
Description 
Care 
Membership 
Membership to www.care.com provides a digital resource that allows Eligible 
Individuals to connect with a network of individual and corporate care providers and 
access online content, including articles, guides, and FAQs on caregiving and family-
relevant  topics.  It enables families to find ongoing, occasional and backup care 
providers based on detailed profiles and available reviews and ratings.  The services 
offered by care providers via the Care Membership include child, senior, and pet care, 
tutoring, and housekeeping, among others. Individuals and businesses advertising 
their services via www.care.com are Participant Chosen Providers. 
Eligible Individuals enrolled as members can self-direct searches for local caregivers, 
post jobs to find caregivers, and review care provider profiles.  Users can also send 
and receive messages to care providers through the messaging platform.  While the 
Care Membership features care providers nationally, the number of care providers in 
any given locale may vary.   
Additional details about the Care Membership are found in the Care.com Terms of 
Use and Privacy Policy, each as may be amended from time to time, located at 
www.care.com/terms-of-use-p1012.html 
and 
www.care.com/privacy-policy-
p1013.html, respectively, to which all members are subject. To the extent that access 
to memberships to Care.com’s international platforms are made available to Eligible 
Individuals outside of the United States, those members shall be subject to the 
respective terms of use and privacy policy of the applicable Care.com Affiliate website 
that they join. 
Child and Adult 
Backup Care 
Child and Adult Backup Care is available for times when regular care arrangements 
for dependent children and adults cannot cover the work time of the Eligible Individual, 
and when caregiving responsibilities impact an Eligible Individual’s ability to focus on 
their job.   
In-Home Backup Child Care: 
In-home Backup Child Care includes services provided by a child care provider in the 
Eligible Individual’s home.  In-home Backup Child Care may include various 
responsibilities requested by the Eligible Individual, including feeding, diapering and 
clothing, help with homework, playtime (e.g. reading, arts and crafts, etc.) and 
preparing children for bedtime.    In-home Backup Child Care can be utilized by 
Eligible Individuals for a maximum of two (2) consecutive weeks at a time.  It cannot 
be used for ongoing child care needs. 
Out-of-Home Backup Child Care: 
Out-of-Home Backup Child Care includes the placement of a child or children, 
generally ages 6 weeks to 12 years, in a child care setting other than the Eligible 
Individual’s home and includes the performance of age-appropriate child care duties 
including feeding, diapering and clothing, playtime (e.g. reading, arts and crafts, etc.) 
and supervised indoor and outdoor physical activities. Placement is made on a space 
available basis, and age acceptance varies by location.    
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Covered 
Service 
Description 
Types of Out-of-Home Backup Child Care include: 
•
Licensed Child Care Centers – typically larger group settings at a facility other
than a home
•
Licensed Family Child Care Centers (“FCCs”)– typically smaller group care
located in a care provider’s home
In-Home Backup Adult Care: 
In-home Backup Adult Care includes services provided by an adult care provider in 
the Eligible Individual’s home or the home of an adult dependent. In-home Backup 
Adult Care services are non-medical and may include companionship, preparing 
meals, light housekeeping, prompting for medication, socialization, accompanying a 
patient to a doctor’s appointment, and assistance with the activities of daily living. 
Eligible Individuals can use In-home Backup Adult Care for themselves, their parents, 
grandparents, in-laws, spouse/partner, adult children, or any adult dependent 
needing temporary care. 
If the Covered Services include Child and/or Adult Backup Care, Customer and 
Care.com agree to be bound by the additional terms and conditions of the Backup 
Care Services Exhibit.  
Personal 
Network Backup 
Care 
Personal Network Backup Care allows Eligible Individuals to identify and use care 
providers sourced on their own, which could include a familiar individual, business or 
service, when regular care arrangements cannot cover the work time of the Eligible 
Individual.  Personal Network care providers are not evaluated, vetted, 
recommended, or employed by Care.com or its Affiliates.  Eligible Individuals who 
select this backup care option are responsible for vetting, scheduling, and directly 
paying Personal Network care providers, and then submitting a request for 
reimbursement to Care.com or its Affiliates, as applicable.  
The reimbursement process for Eligible Individuals using Personal Network Backup 
Care is administered by Care.com or its Affiliates in accordance with its and its 
Affiliates’ then current program guidelines. The Eligible Individual must submit a claim 
during the Term and within one month of using Personal Network Backup Care. The 
Eligible Individual’s co-pay amounts will be deducted from the total claim for 
reimbursement reported by the Eligible Individual, and provides a reimbursement of 
up to $125/day in the United States and the currency equivalent of same in other 
applicable international locations, which will be reviewed by Care or its Affiliates 
periodically.   
If the Covered Services include Personal Network Backup Care, Customer and 
Care.com agree to be bound by the additional terms and conditions of the Backup 
Care Services Exhibit.  
If Customer has contracted for Personal Network Backup Care outside of the United 
States, the locations in which Personal Network Backup Care are available to Eligible 
Individuals are set forth on Attachment 2 to the Backup Care Services Exhibit, along 
with the applicable co-pay amount and any variation from the maximum daily 
reimbursement identified above.  
Pet Backup 
Care 
Pet Backup Care (facilitated via Personal Network) allows Eligible Individuals in the 
United States to identify and use their own pet care providers sourced on their own, 
typically a familiar business/service or individual, when regular pet care arrangements 
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Covered 
Service 
Description 
cannot cover the work time of the Eligible Individual. Pet Backup Care providers are 
not evaluated, vetted, recommended, or employed by Care.com. Eligible Individuals 
who select this backup care option are responsible for vetting, scheduling, and 
directly paying their Pet Backup Care providers, and then submitting a request for 
reimbursement to Care.com.  
The reimbursement process for Eligible Individuals using Pet Backup Care is 
administered by Care.com in accordance with its then current program guidelines. 
The Eligible Individual must submit a claim during the Term and within one month of 
using Pet Backup Care. Care.com deducts the Eligible Individual’s co-pay amount(s) 
from the total claim for reimbursement reported by the Eligible Individual, and 
provides a reimbursement of up to $125/day.  
If the Covered Services include Pet Backup Care, Customer and Care.com agree to 
be bound by the additional terms and conditions of the Backup Care Services Exhibit. 
On-Demand 
Tutoring 
On-Demand Tutoring connects Participants located in the United States, through the 
Website, to subject experts for one-to-one online tutoring help.  Up to 300 tutoring 
hours per year are included in the Program Fee (“Tutoring Hours”).  Each eligible 
Participant shall be limited to 5 hours tutoring hours per month (“Monthly Tutoring 
Hours”). On-Demand Tutoring services are more fully described on On-Demand 
Tutoring Services Exhibit.  
LifeMart 
Discounts™ 
Care.com will provide Eligible Individuals located in the United States with access to 
offers information, discounts, savings and/or cash back offers on goods and services 
from various national and local vendors (“Discount Vendors”) via LifeMart 
Discounts™. LifeMart Discounts is more fully described on the LifeMart Discounts 
Exhibit.  
*Not all Covered Services may be available in all areas
II.
Program Administration.
1.
Administration (check as applicable):
 Manual  
 Eligibility File (U.S. only) 
 Single Sign On 
2.
Total Number of Eligible Individuals: 12,690, located in the following countries^:
•
United States:  
12,690 Eligible Individuals
^ Eligible Individuals identified above as located outside of the United States only shall receive access to 
the Care.com Membership in the specified locations and if applicable, Personal Network in the locations 
set forth in Attachment 2 to the Backup Care Services Exhibit; no other Covered Services are available in 
those locations.  
3.
Reporting for Covered Services: Care.com will provide reporting to assess, and
communication materials to promote, Eligible Individuals’ engagement with, and usage of, the
Covered Services. Standard reporting is monthly or quarterly, as appropriate for the Covered
Services, and can be accessed by Customer via online dashboard by Customer’s program
administrators.
DocuSign Envelope ID: FD60271A-F034-4B0F-8C74-09A44BBA2203

4.
Engagement Support for Covered Services:
Standard engagement support includes:
•
an online co-branded portal with Customer’s name and logo;
•
educational collateral describing the Covered Services and copy/assets to be used in
Customer’s communications to Eligible Individuals about the Covered Services; and
•
Care.com email outreach to Eligible Individuals.
Additional engagement support via targeted online campaigns, on-site events, or other mutually 
agreed upon engagement activities of similar scope, may be provided in Care.com’s discretion to 
educate Eligible Individuals about the Covered Services and increase use of the Covered 
Services. Additional fees may apply for non-standard marketing support, customization of 
collateral, and on-site events.  
DocuSign Envelope ID: FD60271A-F034-4B0F-8C74-09A44BBA2203

Exhibit B 
Fees 
1.
Program Fee:
Customer agrees to pay the following Program Fee to provide its Eligible Individuals access to 
the Covered Services: 
Initial Term 
Program Fee 
 07/01/2022 to 
06/30/2023 
$146,743 
Pricing is based upon the total number of individuals eligible for the program and expected mix 
and utilization of the Covered Services, not the number of Eligible Individuals that actually utilize 
the Covered Services.  If Customer’s Eligible Individuals exceed one hundred five percent (105%) 
of the number specified above at any time during the Initial Term or any Renewal Term or if 
utilization mix materially changes, the Program Fee may be adjusted as mutually agreed by the 
Parties.   
Any price increase for any Renewal Term shall be discussed and mutually agreed upon by the 
Parties in writing. 
a.
Fees for Additional Backup Care Service Days: If Customer uses more than the Allotted
Backup Care Service Days included in the Program Fee as noted above during the Initial Term,
Customer will be invoiced for each additional Backup Care Service Day used at a rate of $311
during the Initial Term.
b.
Fees for Additional Eligibility File Feed Services: There will be no Fees for Additional
Eligibility File Feed Services.
c.
Flat Fees. If the Customer purchases any Covered Services that include Flat Fees in
addition to the Program Fee, the following flat fees will apply:
•
On-Demand Tutoring- The flat fee for any Tutoring Hours beyond the allotted
number of Tutoring Hours included in the annual Program Fees set forth above, if
any, is $48.00 per hour.
2.
Invoicing and Payments:
Care.com will invoice Customer the Program Fee on approximately the effective date of the 
contract.  For Renewal Terms, the Program Fee will be invoiced on approximately the anniversary 
of the effective date of the contract.   
Proposed Program 
Amount 
Care Membership 
$41,243 
Backup Care for Children, Adults & Pets 
$77,750 (311/day) 
Backup Care Implementation, File Feed and Marketing 
Included 
On-Demand Tutoring  
$14,440 (48/hour) 
Tutoring Implementation and annual access fee 
$13,350 
LifeMart (Discount program) 
Included 
Total Annual Cost 
$146,743 
DocuSign Envelope ID: FD60271A-F034-4B0F-8C74-09A44BBA2203

Any services authorized in advance by Customer and not included in the Program Fee will be 
invoiced at the end of the month in which the services were delivered. 
Customer shall have net thirty (30) days to make payment on all invoices. 
Customer will be responsible for and agrees to pay all sales, use, value-added, excise and other 
similar transaction taxes, if any, relating to the Covered Services purchased pursuant to this 
contract. Relevant invoices shall separately state the applicable tax amounts in effect at the time 
of invoicing. If Customer is a tax-exempt entity, it shall provide tax exemption certificates to 
Care.com’s accounts receivable department via email at accountsreceivable@care.com.  
Customer will provide Care.com with an accounts payable contact and will update as appropriate. 
Any amounts not paid when due shall bear interest from the due date at a rate of the greater of 
1.5% per month or the highest rate of interest permitted by applicable law. If Customer fails to pay 
Fees due under this contract, then Care.com may terminate this contract pursuant to the terms of 
this contract.  
If Customer requires a purchase order or Care.com’s use of a portal or other electronic payment 
application prior to remitting payment to Care.com, Customer shall provide Care.com with the 
purchase order number, and/or information necessary to access the portal or other electronic 
payment application, immediately upon execution of the contract.  For avoidance of a doubt, 
Customer acknowledges and agrees that a delay in providing a purchase order number or 
information concerning billing portal accessibility may result in a delay in access to the Covered 
Services with no penalty to Care.com. 
DocuSign Envelope ID: FD60271A-F034-4B0F-8C74-09A44BBA2203

Attachment 1 Backup Care Services Exhibit 
1.
Providers of In-Home and Out-of-Home Backup Care Services
All individuals performing In-Home Backup Care for children must complete a backup care 
services orientation and screening process that includes:  
•
Criminal background check
•
National Sex Offender Public Website check
•
Social Security Number trace
•
Identity verification
All individuals performing In-Home Backup Care for adults, which may include certified nurse’s 
aides, home health aides, or experienced elder care companions, must complete a screening 
process that includes:   
•
Criminal background check in accordance with state guidelines
Providers of In-Center Backup Child Care, including traditional child care centers or family child 
care centers (FCCs), are licensed or registered in accordance with applicable law and their 
respective employees and staff are selected by such providers and also screened in accordance 
with applicable law, which includes, at a minimum:  
•
National Sex Offender Registry check
•
Central Abuse and Neglect Registry check
•
Confirmed Eligibility to work in the U.S.
2.
Personal Network Backup Care (if applicable)
Eligible Individuals are solely responsible for selecting, vetting, engaging, scheduling, making 
payment to and otherwise interacting with individual caregivers, child care centers, family child 
care centers, or other businesses providing Personal Network Backup Care. Neither Care.com 
nor its Affiliates have any knowledge concerning the employment status or qualifications of 
individual caregivers selected by Eligible Individuals to provide Personal Network Backup Care. 
Additionally, any child care centers, family child care centers, businesses, or other programs 
selected by Eligible Individuals to provide Personal Network Backup Care are not considered part 
of Care.com’s In-Home or Out-of-Home Backup Care network.  Neither Care.com nor its Affiliates 
shall be responsible in any manner for the conduct of any individual care provider or business 
providing Personal Network Backup Care as an alternative to In-home or Out-of-Home Backup 
Child Care Services, including but not limited to any individual care provider, child care center, 
family child care center, or other business found through Care.com’s or its Affiliates’ websites and 
engaged by Eligible Individuals (all considered Participant Chosen Providers).  
3.
Pet Backup Care (via Personal Network) (if applicable)
Eligible Individuals are solely responsible for selecting, vetting, engaging, scheduling, making 
payment to and otherwise interacting with individuals, facilities, and businesses providing Pet 
Backup Care. Neither Care.com nor its Affiliates have any knowledge concerning the employment 
status or qualifications of individuals  providing Pet Backup Care (via Personal Network) to Eligible 
Individuals.  Neither Care.com nor its Affiliates shall be responsible in any manner for the conduct 
of any individual or business providing Pet Backup Care, including but not limited to any individual 
care provider, facility or business found through Care.com’s or its Affiliates’ websites and engaged 
by Eligible Individuals (all considered Participant Chosen Providers). 
DocuSign Envelope ID: FD60271A-F034-4B0F-8C74-09A44BBA2203

4.   
Co-Pays; Calculating Days of Backup Care Services 
 
Eligible Individuals shall pay the co-pay amounts for Backup Care Services set forth in Attachment 
1 to the Backup Care Services Exhibit (the “Co-pay Amounts”).   
 
The number of days each Eligible Individual is entitled to use Backup Care Services, including 
Personal Network Backup Care and Pet Backup Care, is set forth in Attachment 1 to the Backup 
Care Services Exhibit.  
 
In-Home Backup Care Services have a minimum reservation of four (4) hours per day and a 
maximum of ten (10) hours per day. Requests for more than ten (10) hours of In-Home Backup 
Care Services will count as a second day of care.   
 
Out-of-Home Backup Child Care Services have a minimum reservation of one (1) day. 
 
5.  
Availability 
 
Care.com will use diligent and commercially reasonable efforts to provide the Backup Care 
Services requested by Eligible Individuals.  Customer also understands and acknowledges that 
services may not be available at the times and dates requested due to reasons outside of 
Care.com’s control, including but not limited to the amount of advance notice provided by the 
Eligible Individual, requests for care on holidays, requests for care of sick children, and weather-
related or environmental hazards. 
 
6. 
Number of Customer Backup Care Service Days:  
 
 
Allotted Backup Care Service Days:  250 days  
 
Initial Term 
Backup Care  
Service Days 
 
 (07-01-2022 to  
6/30-2023) 
 
250 
 
 
7. 
Access to Personal Network Backup Care:  
 
 
Offer only if in-network Backup Care Services are not available 
 
  
 
or  
 
   
Offer all of the time 
 
 
DocuSign Envelope ID: FD60271A-F034-4B0F-8C74-09A44BBA2203

Attachment 2 to Back-up Care Services Exhibit 
1. Maximum Backup Care Service Days per Eligible Individual:
5 days/year, which may consist of any combination of Backup Care Services, including Personal 
Network Backup Care and Pet Backup Care, if applicable, contracted for by Customer. 
For each day of Backup Care Services, including Personal Network or Pet Backup Care (via 
Personal Network),  used by an Eligible Individual, one (1) day will be deducted from the Eligible 
Individual’s aforementioned annual Maximum Backup Care Service Days.  For each day of Out-
of-Home Backup Care Services, including Personal Network, used by an Eligible Individual, one 
(1) day per child will be deducted from the Eligible Individual’s annual Maximum Backup Care
Service Days.
For each day of Backup Care Services used by an Eligible Individual, the following shall be 
deducted from Customer’s Allotted Backup Care Service Days:  
Type of Backup Care Covered 
Service 
Backup Care Service Day(s) 
Deducted from Customer 
In-home 
1 
Out-of-Home 
1 per child 
Personal Network (U.S.) 
0.5 
Pet Backup Care (U.S. only) 
0.5  
(if applicable) 
2. Eligible Individual Co-Pays:
Backup Care Service* 
Eligible Individual Co-pay Amounts^ 
In-Home Backup Care (Child or Adult) 
$2/hour co-pay 
Out-of-Home Backup Child Care 
$0/day/child 
Personal Network Backup Care 
$2/hour co-pay for In-Home  $0/day/child for 
Out-of-Home 
(to be applied against reimbursement amount 
requested) 
Pet Backup Care 
$2/hour co-pay for In-Home  $0/day/child for 
Out-of-Home 
(to be applied against reimbursement amount 
requested) 
The above co-pay amounts may vary for a specific use of Backup Care Services if a) a request 
is made for care of newborns, children with special needs, or more than three (3) children, b) a 
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SERIAL 220271-IGA 
request is made for Backup Care Services on holidays, weekends or other special circumstances 
(including statutory overtime periods), c) if additional activities or events are elected for children 
receiving Out-of-Home Backup Care (as applicable), or d) if late charges or additional care fees 
are assessed for Out-of-Home  Backup Care (as applicable). These specific BackUp Care 
services will be communicated directly with the individual via email and a follow-up phone call if 
needed. When transportation is a part of the In-home Backup Adult Care services, mileage fees, 
parking and tolls are not included in the co-pay amount and will be charged to the Eligible 
Individual when services are billed. In each such case, the applicable co-pay amounts shall be 
discussed with the Eligible Individual.   
If Personal Network Backup Care is available in locations outside of the United States, the 
applicable locations are set forth in Attachment 2 to the Backup Care Services Exhibit.  
Any change to the co-pay amounts or increase in the number of maximum Backup Care Service 
Days set forth in this Annex may be requested by Customer in writing and confirmed by Care.com 
by amendment, specifying any resulting changes to the Program Fee or other charges. 
3. Cancellation Fees:
A $30 cancellation fee will be assessed to the Eligible Individual if a Backup Care request is 
cancelled within forty-eight (48) hours of the backup care reservation start time and a backup care 
provider already had been reserved to fulfill the backup care request. Additionally, if the 
cancellation occurs within twenty-four (24) hours of the backup care reservation start time, one 
(1) day also will be deducted from Customer’s Allotted (or Additional Allotted, as applicable)
Backup Care Service Days and from the Eligible Individual’s maximum number of Backup Care
Service Days. This is communicated directly to the individual and the individual will pay the
cancellation fee via Care.com site or app.
DocuSign Envelope ID: FD60271A-F034-4B0F-8C74-09A44BBA2203

SERIAL 220271-IGA 
On-Demand Tutoring Services Exhibit 
Care.com shall provide to eligible Participants access to the On-Demand Tutoring Services, as more fully 
described below.  The On-Demand Tutoring Services connect eligible Participants, through the internet, to 
subject experts for one-to-one tutoring help.  
1.
Services.  The On-Demand Tutoring Services include the following, and are subject to change
from time to
time in Care.com’s discretion: 
a. Private one-on-one on-line tutoring sessions to provide support on homework questions, review
of subject material and practice sessions.  These sessions normally last approximately 20 minutes each, 
although there is no pre-defined time limitation of any session. Students may ask questions regarding: 
o
Homework: students can ask specific homework questions or attach an assignment for
review
o
Test Prep: tutors can help students review for exams or standardized tests (SAT/ACT)
o
Research/Writing:  English tutors can edit papers, brainstorm a topic and much more
o
Review:  students may ask tutors to review their work and check for accuracy
b.
On-Demand Tutoring Services are real-time (audio recorded and audio text transcribed) and
are provided by using computer or mobile device text-chat and/or voice features.  The following are also 
available to enhance the student experience: 
o
Interactive whiteboards
o
File/Application sharing
o
Two-way text editor
o
Drop off WriteTutor review
o
Practice Quizzes and Drills
o
Post Session transcription with links to whiteboards, etc.
o
View study resources, which includes videos, practice worksheets, test prep tools,
informational websites, exemplary tutoring sessions and more.
c. English speaking tutors provide tutoring in all K-12 academic subjects (“K-12 Subjects”) and
certain college level courses (“College Courses”) and shall be available 24 hour per day/7 days per week, 
except for the days listed below.   
d.
Bilingual (Spanish) tutors provide tutoring in K-12 mathematics, science, and social studies
subjects and shall be available at least from 2pm – 1am EST, 7 days a week. 
e. On-Demand Tutoring Services are not available on Christmas, Thanksgiving, New Years and
July 4th. 
2.
Eligibility. The On-Demand Tutoring Services shall be accessible by Eligible Individuals and
available to Participants who are students in K-12th grades, and students who require assistance with 
college level courses.  On-Demand Tutoring Services are also available for Eligible Individuals pursuing 
their own ongoing education through college course support. 
3.
Subject Lists. The following are the subject categories that are currently available, which may be
added or deleted without notice from time to time: math, language arts, history and sciences, world 
language, science, computer science for grades K-12; and math, history and social sciences, world 
languages, writing, literature and reading, nursing and healthcare administration, science, computer 
science, and business for college-level courses. A list of individual subjects for grades K-12 and college-
level courses may be obtained upon request.  
DISCLAIMER AS TO ON-DEMAND TUTORING.  TUTORS AND THE ENTITY THROUGH WHICH THEY 
ARE ENGAGED TO PERFORM SERVICES ARE OPTIONAL PROVIDERS AND ARE INDEPENDENT 
THIRD PARTY ENTITIES AND ARE NEITHER CARE.COM’S SUBCONTRACTORS, INDEPENDENT 
CONTRACTORS, AFFILIATES NOR OTHERWISE RELATED TO CARE.COM IN ANY WAY. NOTHING 
HEREIN SHALL BE DEEMED TO BE AN APPROVAL, ENDORSEMENT OR RECOMMENDATION OF 
ANY PARTICULAR TUTOR OR THE ENTITY THROUGH WHICH THEY ARE ENGAGED TO PERFORM 
SERVICES.  
DocuSign Envelope ID: FD60271A-F034-4B0F-8C74-09A44BBA2203

SERIAL 220271-IGA 
LifeMart Discounts Exhibit 
Care.com will provide Eligible Individuals with access to information, discounts, savings and/or cash back 
offers on goods and services from various national and local vendors (“Discount Vendors”) via LifeMart 
Discounts.  The LifeMart Discounts website is available 24/7, normal maintenance and other scheduled 
downtime expected.  Except as set forth in in Paragraph 1 below, there shall be no Customization (as such 
term is defined below) of LifeMart Discounts or the Mirror Site (as such term is defined below) whatsoever, 
unless the parties specifically agree in writing, including the fee to be paid Care.com in connection with 
such Customization.   
1.
Content and Offerings on LifeMart Discounts.  Care.com will create, host, maintain and
administer one (1) co-branded LifeMart Discounts mirror website for Customer (the “Mirror Site”). There
shall be no Customization of the Mirror Site whatsoever except that Care.com will add Customer’s
logo/brand to the Mirror Site.  Except for Customer Specific Discounts, Care.com shall be solely responsible
for, and will control the content, offerings, “look and feel” and style of the Mirror Site.  Except for Customer
Specific Discounts, Care.com shall be responsible for negotiating and arranging all offerings by Discount
Vendors.  Discount Vendors and their offerings are subject to change or withdrawal by Care.com at any
time and for any reason. For purposes of this contract, any changes, modification, alterations to the Mirror
Site whatsoever, including but not limited to addition of Customer Specific Discounts (“Additions”), or the
suppression of discounts, which for purposes of this contract may only be done at implementation and
quarterly thereafter, (“Suppressions”), shall be deemed a “Customization.”  The Customer may purchase
blocks of ten (10) Additions/Suppressions at Care.com's then current annual rate (“Addition/Suppression
Fee”).  Care.com shall have no obligation to post or source any discounts not currently available on LifeMart
Discounts.  Any requests for the inclusion of, or sourcing of, Discount Vendors not then currently available
on LifeMart Discounts will be deemed a Customization and will be subject to the payment of a mutually
agreeable fee.
2.
Access to LifeMart Discounts. Customer may access the Mirror Site via the entry points mutually
agreed to by the parties.  Eligible Individuals who access the Mirror Site may invite Family Members to use
the Mirror Site.  Relevant website terms and conditions and privacy policy shall be conditions for the use of
LifeMart Discounts. Participants shall receive marketing materials regarding LifeMart Discounts and
Discount Vendor offers and may opt out of receiving such marketing materials via the LifeMart Discounts
site. Once a Participant registers with LifeMart Discounts, the Participant shall be deemed to a LifeMart
Discounts member, even after termination of the contract.
3.
Promotional Activities.  The Customer will use best efforts to assist Care.com in marketing
LifeMart Discounts and the discounts available on LifeMart Discounts to Eligible Individuals.  Customer
specifically agrees to send emails promoting LifeMart Discounts to Eligible Individuals on a schedule
mutually agreed to by the parties and include information regarding LifeMart Discounts in Customer e-
Newsletters. To the extent that Customer develops any materials regarding the promotion of LifeMart
Discounts or that include information about Care.com and/or LifeMart Discounts, such materials shall be
subject to the prior approval of Care.com.  Customer represents and warrants that it will comply with all
obligations of the CAN-SPAM Act or other applicable law in connection with promotional activities
undertaken by Customer hereunder.  To the extent Care.com desires to directly promote LifeMart Discounts
through on-line promotions and email campaigns, through distribution of information at on-site events,
Customer will support Care.com’s promotional efforts. To the extent that Customer desires to perform
enhanced marketing activities, Customer may purchase those services for an additional fee.
4.
Customer Specific Discounts.  [Intentionally omitted.]
5.
Discount Vendor’s Goods and Services.  All goods and services provided through LifeMart
Discounts are provided by the Discount Vendors and under no circumstances is Care.com liable or
responsible for the price, quality, delivery or any other matter related to any such goods or services.
Care.com is not intending to, and shall not be deemed to, directly or indirectly, approve, endorse or
recommend any particular Discount Vendor or any of their products or services that are available through
LifeMart Discounts.  An evaluation of the appropriateness and cost of any such product or service must be
made by the Participant themselves.  All complaints or issues regarding any goods or services (including
shipping issues) should be directed by the Participant to the Discount Vendor.  All fees and costs associated
with the goods and services purchased through LifeMart Discounts are the responsibility of the purchaser.
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SERIAL 220271-IGA 
Discount Vendors' coupons or offerings may be time sensitive and all coupons offered are void after the 
expiration date and/or if altered. If there are problems or concerns with LifeMart, working with your 
Account Manager, they would be able to “turn off” the LifeMart site for Maricopa County. 
DISCLAIMER AS TO LIFEMART DISCOUNTS.  DISCOUNT VENDORS ARE OPTIONAL PROVIDERS 
AND ARE INDEPENDENT THIRD-PARTY ENTITIES AND NOT CARE.COM’S SUBCONTRACTORS, 
INDEPENDENT CONTRACTORS, AFFILIATES NOR ARE THEY OTHERWISE RELATED TO 
CARE.COM IN ANY WAY. NOTHING HEREIN SHALL BE DEEMED TO BE AN APPROVAL, 
ENDORSEMENT OR RECOMMENDATION OF ANY PARTICULAR DISCOUNT VENDOR SERVICE OR 
PRODUCT AVAILABLE THROUGH LIFEMART DISCOUNTS.  APPROPRIATENESS OF ANY 
DISCOUNT VENDOR PRODUCT OR SERVICE MUST BE MADE BY THE PARTICIPANTS 
THEMSELVES. 
DocuSign Envelope ID: FD60271A-F034-4B0F-8C74-09A44BBA2203