MARICOPA 10-16-2023 MSA ON-SITE (UNSIGNED FINAL).PDF

Master Services Agreement 
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Rev. Maricopa County 5/2023 
MASTER SERVICES AGREEMENT- 230100-RFP 
 
This MASTER SERVICES AGREEMENT (this “Agreement”) is made effective November 1, 
2023(the “Effective Date”), by and between KinderCare Education at Work LLC, a California 
limited liability company (“KCE”), and Maricopa County, a political subdivision of the State of 
Arizona  (“Client”), however, the County and KCE may begin implementation activities as needed 
prior to March 1, 2025, no payments for services will be made till the Opening Date. The 
Agreement is the result of Maricopa County solicitation 230100-RFP. 
RECITALS: 
WHEREAS, KCE is engaged in the business of providing quality child care services for 
children, and management and consulting services for employers regarding child care; and 
WHEREAS, Client desires to contract with KCE to provide child care services to Client’s 
employees;  
NOW, THEREFORE, in consideration of the mutual agreements and undertakings 
contained herein and for other good and valuable consideration, the receipt and sufficiency of 
which are acknowledged, the parties agree as follows: 
1. 
TERM.  This Agreement will become effective on the Effective Date, unless otherwise set 
forth in Exhibit A or its Attachments (collectively, “Attachments”), and will end as described in the 
Attachments (the “Term”), unless earlier terminated as permitted by this Agreement. 
2. 
SERVICES AND FEES; PAYMENT TERMS. 
2.1. 
Services.  KCE will provide the child care services (“Services”) for Client’s 
employees described in the Attachments. 
2.2. 
Fees.  Client will pay KCE the fees (“Fees”) described in the Attachments.  
2.3. 
Payment Terms.  KCE will issue invoices to Client, and Client will pay within 30 
days of the receipt of an accurate invoice.  Amounts not paid on the due date will  bear interest at 
1% per month from the due date until paid.  Amounts not paid within 60 days will be assessed a 
late fee of 5%. 
3. 
INSURANCE. 
3.1. 
KCE’s Coverage.  During the Term, KCE will maintain general liability insurance 
with at least $1,000,000 in coverage, umbrella liability insurance with at least $5,000,000 in 
coverage, worker’s compensation insurance within statutory limits, auto liability insurance with at 
least $1,000,000 in coverage, and property casualty insurance in an amount sufficient to cover 
the replacement cost of KCE’s tangible personal property. 
Client’s Insurance.  Client is self insured. Any claims for which Client is found legally liable are 
paid under the Declaration of Trust for Maricopa County, Arizona Self-Insured Risk Trust Fund 
adopted January 14, 2015.  
Client does purchase traditional insurance in excess of our self- insured/retained limit of 
$5,000,000 per occurrence for general liability.

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3.2. 
 
3.3. 
Certificates of Insurance.  KCE will name the other party as an additional insured 
on the party’s commercial general liability insurance policy.  KCE will provide the other party with 
a certificate of insurance evidencing the coverage and limits described above, and also showing 
applicable deductible(s) and/or self-insured retention(s) for each coverage, within 10 business 
days following the Effective Date, and will provide a renewal certificate to the other party as soon 
as practical prior to the expiration of the certificate being renewed.  Such certificates must provide 
for 30 days’ notice to the additional insured in the event of a material change or cancellation of 
such coverage (10 days in the event of nonpayment of premium).  Each party agrees to notify the 
other party in the event of a material change or cancellation of coverage provided for in this 
section. 
4. 
INDEMNIFICATION.  Each party will indemnify, defend, and hold harmless the other and 
its affiliates and their respective officers, directors, members, managers, employees, 
shareholders, successors and permitted assigns from and against any and all third party claims, 
demands, liabilities, judgments, damages, fines, costs and expenses (including reasonable 
attorneys fees and costs) to the extent caused by such indemnifying party, its employees or 
agents, breach of any representation or warranty under this Agreement and/or negligent acts, 
omissions or willful misconduct arising out of or in any way relating to the performance by such 
indemnifying party of its obligations pursuant to this Agreement.   
5. 
CONFIDENTIALITY; NONSOLICITATION; INTELLECTUAL PROPERTY.   
5.1. 
Confidentiality.  Client and KCE acknowledge that during the Term, either party 
may be made aware of confidential, sensitive or proprietary information of the other party, whether 
such information is disclosed, available, or accessed orally or in written, electronic, or other form 
or media, and whether or not such information is marked, designated, or otherwise identified as 
"confidential" ("Confidential Information") including, but not limited to, financial and insurance 
information, systems, policy and procedure manuals, risk management and quality assurance 
programs, communication materials, specially designed training programs, and identity of 
employees.  The parties agree that neither party will, without the prior written consent of the party 
from whom such information was obtained, disclose any such proprietary information to any third 
party except (i) to any employee or agent of such party who needs to know such information in 
order to perform the party’s obligations hereunder, or (ii) as may be required by law or legal 
process.  This section will not apply to any information that (i) is or becomes public knowledge 
other than by an act or omission of the party receiving such information; (ii) is or becomes 
available to the party receiving such information without an obligation of confidence from a source 
(other than the party disclosing the information) having the legal right to disclose the information; 
or (iii) is already in the possession of the party that received the information in documented form 
without an obligation of confidence. 
5.2. 
Nonsolicitation.  For the duration of this Agreement and for a period of one (1) 
year after the termination or cessation of this Agreement, neither party will, directly or indirectly, 
solicit or hire any employee of the other party, or induce or attempt to induce any employee of the 
other party to terminate his/her employment with, or otherwise cease his/her relationship with the 
other party. This provision will not restrict general advertisements of employment or the rights of 
any employee of one party, on that employee’s own initiative, or in response to general 
advertisements, to seek employment from the other party and under such circumstances, for the 
other party to hire such employee.

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5.3. 
Intellectual Property.  Client acknowledges and agrees: 
5.3.1. Trademarks.  Except as expressly provided in this Agreement, nothing 
contained herein will be deemed to grant to Client a license to use, or any assignment of any 
right, title or interest in and to the trademarks, tradenames or logos of KCE.  Client further agrees 
that at the end of the Term, KCE will have the unqualified right to remove all evidence of such 
trademarks, tradenames and logos, from any property provided by Client.  Client acknowledges 
that all right, title and interest in and to KCE’s trademarks, tradenames and logos, as well as any 
and all variations thereof, and any related trademarks, tradenames or logos, are the sole and 
exclusive property of KCE.   
5.3.2. Curriculum.  KCE’s curriculum (“Curriculum”) is the proprietary product of 
KCE or its affiliated companies and is protected under national and international copyright laws.  
All rights and title to the Curriculum will at all times remain in KCE or its affiliates.  Nothing herein 
will grant Client the right to use, copy, modify, alter, transfer, translate, license, sublicense or lease 
the Curriculum.  At the end of the Term, KCE will retain the Curriculum and remove any copies 
from Client’s property. 
6. 
TERMINATION; REMEDIES.  
6.1. TERMINATION FOR CONVENIENCE 
 
Either party may terminate the resultant contract for convenience by 
providing 90 calendar days advance notice to the other party. 
 
6.2. 
Termination for Cause.  In the event of a breach of a material provision of this 
Agreement, if the nonbreaching party desires to terminate this Agreement, the nonbreaching party 
must give the other party written notice of such breach and such party’s intent to terminate this 
Agreement if such breach is not cured.  If, within 30 days of receipt of such notice, the breach is 
remedied to the reasonable satisfaction of the other party, the termination notice will be null and 
void.  Additionally, if the breach cannot reasonably be cured within such 30-day period, then such 
30-day period will be extended as reasonably necessary to cure such breach so long as the 
breaching party is diligently proceeding to obtain such cure, but in no event longer than 90 days 
after receipt of notification of the breach.  If such breach is not remedied within the specified 
period, this Agreement will terminate immediately upon the expiration of such cure period.   
6.3. 
Transition Period. If requested by KCE, Client will provide KCE with up to one 
week after expiration or termination of this Agreement, to remove any or all items, including but 
not limited to, fixtures, equipment, trade fixtures, intellectual property and personal property 
owned or considered to be owned by KCE or any of its affiliates.  
6.4. 
Remedies.   
6.4.1. Additional Remedies.  The right of termination granted to the parties for 
breach of this Agreement is not intended to be exclusive, but will be in addition to any and all 
other rights and remedies available to such party under applicable law. 
6.4.2. 
Reimbursement of Expenses and Unamortized Costs. In the event Client 
terminates this Agreement with or without cause prior to the expiration of the Initial Term Client will pay to 
KCE: (i) all unreimbursed costs and expenses incurred by KCE or Fees due up to the date of termination 
with respect to the Services that are Client’s responsibility under this Agreement, that have not yet been

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reimbursed by Client, and (ii) an amount equal to the unamortized costs of any capital improvements paid 
for by KCE (provided such capital improvements were pre-approved by Client), and (iii) amounts described 
in the Pre-Opening Budget that have already been incurred but have not yet been reimbursed by Client and 
(iv) an amount equal to the unamortized costs of KCE’s contribution as set forth in Exhibit B, attached to 
this Agreement, within thirty (30) days of the effective date of termination.  
7. 
NOTICE. All notices given pursuant to this Agreement will be in writing, addressed to the 
recipient at the address stated in Exhibit A, as such address may have been changed by written 
notice, and will be (i) mailed by certified or registered mail, postage prepaid, with return receipt 
requested, or (ii) delivered in person or by nationally recognized overnight courier.  Any notice (i) 
sent by mail, in person or by courier will be deemed given when delivery is first attempted, or (ii) 
given by facsimile will be deemed given when receipt has been confirmed either electronically or 
otherwise.  Notice given to a party in any manner not specified above will be effective when 
received by the addressee.  
8. 
REPRESENTATIONS AND WARRANTIES. 
8.1. 
By Client. To induce KCE to execute, deliver and perform this Agreement and 
without regard to any independent investigations made by KCE, Client represents and warrants 
that Client has full capacity, right, power and authority to execute, deliver and perform this 
Agreement.  The individuals signing this Agreement on behalf of Client are duly authorized to sign 
the same on Client’s behalf and to bind Client.  
8.2. 
By KCE. To induce Client to execute, deliver and perform this Agreement and 
without regard to any independent investigations made by Client, KCE represents and warrants: 
8.2.1. Authorization. KCE has full capacity, right, power and authority to execute, 
deliver and perform this Agreement.  The individuals signing this Agreement are duly authorized 
to sign the same on KCE’s behalf and to bind KCE.  
8.2.2. Warranties. KCE has the requisite personnel, skill, experience, equipment 
and resources  to provide the services provided in this Agreement; KCE is adequately financed 
to meet any financial obligation it may incur under this Agreement, KCE will timely make all 
payments to third party providers utilized hereunder; and all services to be provided by KCE under 
this Agreement will be performed in accordance with professional standards generally accepted 
in the industry and in material compliance with applicable law. 
9. 
MISCELLANEOUS.  
9.1. 
LIMITATION OF LIABILITY.  NOTWITHSTANDING ANYTHING TO THE 
CONTRARY CONTAINED HEREIN, EXCEPT FOR THE INDEMNITY OBLIGATIONS UNDER 
SECTION 4,  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER 
PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, 
PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST 
GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC 
DAMAGES, WHETHER SUCH CLAIM IS BASED ON CONTRACT, NEGLIGENCE, TORT 
(INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, AS A RESULT OF A BREACH 
OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF 
WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF 
SUCH DAMAGES IN ADVANCE. 
9.2. 
Governing Law.  This Agreement and the rights and obligations of the parties will 
be governed by and construed in accordance with the laws of the state of Arizona.

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9.3. 
Force Majeure; Delays.  Neither party shall be liable to the other for its failure to 
comply with the terms of this Agreement if such failure shall have been caused by a Force Majeure 
Event.  A Force Majeure Event means any event, the cause of which is beyond the reasonable 
control, without fault or negligence, of such party. Force Majeure Events include, but are not 
limited to acts of God, war, blockade, civil commotion, active shooter situations, insurrection, riot, 
terrorism, earthquakes, tornadoes, hurricanes, high winds, floods, severe inclement weather, fire 
or damage caused in extinguishing it, explosions, epidemic, pandemic, breakage or accident to 
machinery not caused by failed maintenance and not otherwise foreseeable, quarantine, 
moratoria and, any other event, occurrence or failure that is unforeseeable to the degree that 
reasonable steps could not have been taken by the party to mitigate or prevent the effects of the 
event. 
9.4. 
Entire Agreement; Severability; Counterparts; Binding Effect; Assignment.  
This Agreement, including the Attachments and Exhibits, which are incorporated, supersedes any 
and all other agreements, either oral or in writing, between the parties with respect to the subject 
matter hereof and contains all of the covenants and agreements between the parties with respect 
to the subject matter herein. This Agreement may be amended only by the written agreement of 
the parties.  No provisions of this Agreement may be modified, waived or discharged unless such 
waiver, modification or discharge is agreed to in writing by KCE and Client.  No waiver by either 
party at any time of any breach by the other party or compliance with any condition or provision 
of this Agreement to be performed by such other party will be deemed a waiver of similar or 
dissimilar provisions or conditions at the same or at any prior or subsequent time.  If any provision 
of this Agreement will be invalid, illegal or unenforceable in any respect, the validity of the 
remaining provisions contained in this Agreement will not be affected.  This Agreement will inure 
to the benefit of and will be binding upon the parties and may not be assigned by either party 
without the written consent of the other party, which consent will not be unreasonably withheld or 
delayed, except that a merger, consolidation, or sale of all or part of the assets or shares of, or 
an intra-corporate assignment by, either party will not be a breach of this provision.  Sections 2, 
4, 5, 6, 8 and 9 will survive the termination or expiration of this Agreement. 
9.5. 
Attorneys Fees.  In the event suit or action is instituted to interpret or enforce the 
terms of this Agreement or to rescind this Agreement, the prevailing party will be entitled to 
recover from the other party such sum as the court may adjudge reasonable as attorneys fees at 
trial, on appeal and on any petition for review, in addition to all other sums provided by law. 
9.6. 
Independent Contractor.  KCE is and will remain an independent contractor. This 
Agreement does not create an employer–employee relationship, partnership, joint venture, 
agency, or any other such relationship.  KCE will be responsible for determining and directing the 
manner in which it provides the child care services hereunder and, consistent with the provisions 
hereof, and the mutually agreed scope of work, for selecting, employing and controlling 
employees, agents or representative who will actually perform the services on its behalf. 
9.7. 
Reasonable Cooperation.  The parties agree to act in good faith and to reasonably 
cooperate with each other with respect to the operations of the Center.  Except as otherwise 
specifically set forth herein, whenever the terms of this Agreement provide for the consent or 
approval of a party, such consent or approval will not be unreasonably withheld, conditioned or 
delayed. 
9.8. 
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01 
 
If KCE 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

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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. 
 
9.9. 
STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST 
 
Notice is given that, pursuant to A.R.S. § 38-511, the Client may cancel any 
agreement 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 
agreement on behalf of the Client is at any time, while the agreement or any extension of the 
agreement is in effect, an employee or agent of any other party to the agreement in any capacity 
or consultant to any other party of the contract with respect to the subject matter of the agreement. 
Additionally, pursuant to A.R.S. § 38-511, the Client may recoup any fee or commission paid or 
due to any person significantly involved in initiating, negotiating, securing, drafting, or creating the 
agreement on behalf of the County from any other party to the agreement arising as the result of 
the agreement. 
 
9.10.   FORCED LABOR 
 
By entering into an agreement, KCE agrees to comply with all applicable portions of 
Arizona Revised Statutes Section 35-394. Contracting; procurement; prohibition; written 
certification; remedy; termination; exception; definitions. KCE certifies that it does not currently, 
and agrees for the duration of the agreement, that it will not use:  
 
9.10.1 The forced labor of ethnic Uyghurs in the People’s Republic of China. 
9.10.2 Any goods or services produced by the forced labor of ethnic Uyghurs in 
the People’s Republic of China.  
 
9.10.3 Any contractors, subcontractors or suppliers that use the forced labor or 
any good or services produced by the forced labor of ethnic Uyghurs in the People’s 
Republic of China. 
9.10.4 If KCE becomes aware during the term of the agreement that KCE is not 
in compliance with this paragraph, KCE shall notify the Client within five business days after 
becoming aware of the noncompliance. If KCE fails to provide a written certification to the Client 
that KCE has remedied the noncompliance within 180 days after notifying the Client of its 
noncompliance, then the Agreement terminates, except that if the Agreement termination date 
occurs before the end the 180 day period, the Agreement terminates on the Agreement 
termination date. 
 
 
 
 
 
 
9.11. 
 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND 
FEDERAL IMMIGRATION LAWS AND REGULATIONS 
 
By entering into the Agreement, KCE 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). KCE 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 Agreement. KCE and 
its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by

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the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees 
performing work under the contract and verify employee compliance using the E-Verify system and 
shall keep a record of the verification for the duration of the employee’s employment or at least 
three years, whichever is longer. I-9 forms are available for download at www.uscis.gov. 
 
The Client retains the legal right to inspect documents, related to the Agreement, of KCE and 
subcontractor employees performing work under this contract to verify compliance of this section. 
KCE and subcontractor shall be given reasonable notice of the Client’s intent to inspect and shall 
make the applicable documents available at the time and date specified. Should the Client suspect 
or find that KCE or any of its subcontractors are not in compliance, the Client 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 agreement for default, and suspension and/or 
debarment of KCE. All costs necessary to verify compliance are the responsibility of KCE. 
 
9.12 
RIGHTS IN DATA 
 
9.12.1 The Client 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. 
 
9.12.2 Data, records, reports, and all other information generated for the Client by 
a third party as the result of a contract are the property of the Client and shall be provided in a 
format designated by the Client or shall be and remain accessible to the Client into perpetuity. 
 
 
IN WITNESS WHEREOF, the parties duly execute this Agreement as of the Effective 
Date, each by a duly authorized officer. 
MARICOPA COUNTY 
 
 
By: 
 
Printed Name: 
 
Title: 
 
KINDERCARE EDUCATION AT WORK LLC 
 
 
By: 
 
Printed Name: 
 
Title:

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EXHIBIT A 
 
1. 
Addresses for Notice:   
Client: 
 
 
Maricopa County 
301 W. Jefferson  
 
 
Phoenix, AZ 85003 
 
Attn: Kevin Tyne 
 
Phone: 602-506-3247 
 
E-mail: kevin.tyne@maricopa.gov 
 
 
 
KCE: 
KinderCare Education at Work 
Attn:  Director, Client Services 
5005 Meadows Rd., Suite 200 
Lake Oswego, OR  97035 
Phone: (503) 872-1300 
 
With a copy to: 
KinderCare Education Legal 
Attn:  Christopher Kind 
PO Box 190 
Stockbridge, MI  49285 
Phone: (248) 227-1373 
 
The following Attachments describe the Services and are incorporated into the Agreement: 
 
Onsite Center Services 
 
 
Attachment 1 – Onsite Center Scope of Work/ Management Fee 
Attachment 1A – Enrollment and Waitlist Process 
Attachment 1B – Real Estate Terms for Client-Provided Centers 
Attachment 1C – 16/7 Operating Budget including Center Management Fee  
Attachment 1D - Pre-Opening Expense 
Attachment 1E - 24/7 Operating Budget including Center Management Fee 
 
 
Additional Services 
 
Attachment 2 – Tuition Benefit and Subsidy Program 
 
Additional Exhibits 
 
Exhibit B- Amortization Schedule  
Exhibit C- Extended Hours and 24 Hours Operation 
Exhibit D- Listed Affiliates 
Exhibit E- Client Eligibility File Format Setup

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ATTACHMENT 1 – ONSITE CENTER SCOPE OF WORK – MANAGEMENT FEE 
 
 
KCE will operate a child care center for Client located at 441 W. Madison Street, Phoenix, Az 
(“Center”) as described in this Attachment 1.  The “Opening Date” will be the date, to be 
determined by KCE and the Client, that the Center is open to the public for child care.  The 
Opening Date is projected to be March 1, 2025. 
 
1. 
Term 
a. 
Initial Term –  _4years from Opening Date. 
b. 
Renewal Terms –  The County  may renew this Agreement for any combination 
of periods up to (6) six years by providing 180 days prior written notice to KCE 
and KCE’s written acceptance of the renewal terms  (each, a “Renewal Term”). 
Initial Term and Renewal Term are collectively the “Term”.  
 
2. 
Profits and Losses.  Except as explicitly set forth in this Agreement, Client will be solely 
responsible for, and entitled to, all profits and losses from the Center.   
 
3. 
Management Fee.  In consideration for operating the Center, Client will pay KCE either 
the 16-hour Annual Management Fee or 24-hour Annual Management Fee (collectively, the 
“Management Fee”), as described below. The Management Fee will be payable by Client in 
periodic installments, will be invoiced with the Monthly Report and will be due within 30 days of 
receipt.  The 16-Hour Management Fee and 24-Hour Management Fee will be prorated on a per 
diem basis for any partial years falling within the Initial Term or any Renewal Term (if any). 
 
a. 16-Hour Annual Management Fee. Client will pay to KCE an annual Management 
Fee of $500,000.00, with successive, annual increases of three-percent 3% per 
year, during the Initial Term and any subsequent Renewal Term. 
 
b. 24-Hour Annual Management Fee. KCE and the Client agree that the Management 
Fee will increase to Nine hundred and twenty-five thousand ($925,000.00) upon 
the Center going to extended hours up to and including 24/7 care. Client will pay 
to KCE a 24-Hour Annual Management Fee of $925,000.00 with successive, 
annual increases of three-percent 3% per year during the Initial Term and any 
subsequent Renewal Term. No later than 120 days after the Centers Opening Date 
the Parties will begin operating the Center on extended hours up to and including 
24/7 care,  in conformance with Exhibit C.   
 
 
 
 
4. 
Center Staffing. KCE will staff the Center in a commercially reasonable manner, 
requiring that all Center staff meet or exceed teacher qualifications set forth in Arizona state 
child care licensing. KCE will meet or exceed teacher/child ratios and group size, as provided by 
Arizona state child care licensing. 
 
5. 
Hours of Operation/Holidays:   
Initial Hours of Operation - 5:00 a.m. to 9:00 p.m. Monday through Sunday each week, subject

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to change, . as mutually agreed by the parties. The parties may mutually agree to adjust the hours 
or days of operation provided that such adjustment is in compliance with all Applicable Laws.  
a. Holidays – Parties agree that the Center will operate 365 days a year with 
limited capacity on holidays based on Client Employee needs. Potential limited 
capacity days include but are not limited to New Year’s Day, Presidents’ Day 
(Professional Development Day), Martin Luther King Jr. Day, Memorial Day, 4th 
of July, Labor Day, Columbus Day (Professional Development Day), 
Thanksgiving Day, Friday after Thanksgiving, and Christmas Day. The parties 
may mutually agree to limited openings on Holidays. Further, for all holidays 
described above in which KCE employees are working, Client will be invoiced for 
holiday wages by KCE in accordance with applicable laws, regulations, and KCE 
standard policies and procedures, which may include higher wage pay. 
 
b. Hours and Days of Operation.  From and after the Opening Date the normal 
hours of operation for the Center will be as set forth above except with respect to 
interruptions or closures in connection with force majeure events, renovations, 
repairs, maintenance, casualty, condemnation, teacher training days, and 
holidays recognized by both parties set forth above.   
 
 
 
6. 
Tuition and Fees.  KCE will establish, with input from the Client, and collect all Tuition 
and Fee amounts, and make such adjustments to such amounts as agreed to with the Client.  
“Tuition” will mean the weekly or daily (drop-in) amounts charged to enrollees for child care 
services.  “Family Fees” will mean all charges to enrollees in addition to Tuition including, but not 
limited to, charges to cover program materials and supplies, registration, and student activities. 
KCE may propose increases for the Tuition and Family Fees based on the average of the most 
recently published percentage change in the U.S Department, Bureau of Labor statistics’ Consumer 
Price Index for Maricopa County AZ for the 12-month period preceding the Agreement Anniversary 
unless the Client agrees to a higher percentage increase in the best interest of the Client. Tuition  
Increases for families will be once per year on or about September 1.  
a. Initial Tuition.  The Tuition rates below will apply to Client’s Employees.  
Enrollment Eligibility ends on the last day of the month of Client Employees 
separation from the Client. The County will be provide up to 5 spots per shift in the 
Center for KCE staff’s children at 50% of the KCE regional centers tuition. Any 
spaces in access of five per shift, will need to be mutually agreed by the parties. 
As of the Opening Date and for the first year of the Initial Term, the following Tuition 
will apply to Client Employees and community families: 
 
Age Group 
 Client 
Weekly  
Community 
Weekly 
Infants (6 Weeks- 12 Months) 
$148.00
$296.00
Toddlers (12-24 Months) 
$141.00
$282.00
Twos (24-36 Months) 
$129.00
$259.00
Preschool (36-48 Months) 
$119.00
$237.00
Pre-K or Kindergarten (48-60 Months) 
$118.00
$236.00

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• 
The Center will not provide regular daily programming for school-aged children but will seek to offer 
holiday, weekend and summer programs for children under age 12 provided there is capacity to do 
so. 
 
7. 
Facility for the Center.  KCE’s obligation to open and operate the Center is contingent 
upon the satisfaction or waiver by KCE as mutually agreed by the parties, of obtaining an 
appropriate facility for the Center (the “Facility”) that complies with all applicable leases, and 
local, state and federal laws, regulations and ordinances including, but not limited to, child care 
licensing regulations, zoning and land use laws, environmental laws and the Americans with 
Disabilities Act of 1990, as now or hereafter amended (“Applicable Laws”). 
 
8. 
Operating Budget.  Prior to the Effective Date and prior to January 15th  of each year 
thereafter, KCE will provide Client with an operating budget for such year (July 1-June 30th) (the 
“Operating Budget”).  The parties agree to the Projected Pro Formas attached as Attachment 
1C for 16/7 hours of operation and Attachment 1E for up to 24/7 hours of operation, as of the 
Effective Date of this Agreement. An Operating Budget for the first fiscal year of the Center will 
be provided to Client prior to Contract Award.  Client and KCE will reasonably cooperate with 
respect to the final determination of the Operating Budget and any adjustments for each fiscal 
year.  KCE will put forth commercially reasonable efforts to operate the Center as contemplated 
in the applicable Operating Budget for each fiscal year.  KCE will provide Client with monthly 
reports and will account for any expense items that exceed a budgeted item by at least 10% of 
the amount budgeted for such item.  The budget shall be based on full-time rates only.    The 
budget is based only on Client employee and KCE Staff enrollment; budget will adjust if community 
enrollment is evaluated and opened. Pro forma is modeled with Center capacity of 156 students. Center 
staff should have access to the available childcare in conformity with section 6.A this attachment. Tuition 
is billed monthly; can be bi-weekly at Clients request. 
 
9. 
Operating Expenses.  Client will reimburse KCE for all Operating Expenses of the Center 
set forth in the approved budget or otherwise approved by Client.  “Operating Expenses” will 
include, but not be limited to, the following expenses reflected in the Operating Budget and 
approved by Client: Center Staff salaries; Center Staff benefits (including, but not limited to, health 
care, vacation and severance payments); other personnel costs associated with operating the 
Center; Center supplies for the Center classrooms, kitchen and office; accounting and legal 
expenses associated with operating the Center; travel; insurance (including the coverage outlined 
in the Agreement); marketing; communications to parents/guardians of enrolled children; 
advertising for Center Staff; Center staff development; telephone; transportation; and 
enrichments.  All third-party costs and expenses will be included in the Operating Budget without 
markup. 
10. 
Period Statements; Adjustments.  KCE will deliver to Client within 30 days after the end 
of each KCE Period during the term hereof a detailed written statement of revenues, Operating 
Expenses, and disbursements during the preceding Period, together with such additional 
information as reasonably requested by Client (the “Period Report”).  KCE divides a year into 
four quarters of 13 weeks, each grouped into two, four week sections and one, five week section, 
each week a Period. KCE will keep all revenue and expense information and records related to 
the Center either at the Center or at KCE headquarters.   If the Period Report shows a positive 
result, in that the revenues collected for such Period are in excess of the approved Operating 
Expenses incurred for such Period, KCE will remit the positive difference to Client when sending

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the Period Report unless Client and KCE agree that such positive difference will be retained by 
KCE for offset against future Operating Expenses.  If the Period Report shows a negative result, 
in that the revenues collected for such Period are less than the approved Operating Expenses 
incurred for such Period, Client will remit the negative difference to KCE within 30 days of receipt 
of the Period Report. 
11. 
Audit.  Upon Client’s request at any time, at Client’s expense, and upon 72 hours’ prior 
notice, Client will be entitled to audit KCE’s revenue and expense information for the Center.  
Such revenue and expense information will be made available to Client electronically. 
 
a. ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT 
AND/OR OTHER REVIEW 
 
i. In accordance with Section MC1-372 of the Maricopa County Procurement 
Code, KCE 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. 
 
ii. If KCE’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, 
KCE shall reimburse Client for the services not so adequately supported 
and documented. 
 
b. AUDIT DISALLOWANCES 
 
i. If at any time it is determined by the Client that a cost for which payment 
has been made is a disallowed cost, the Client shall notify KCE in writing 
of the disallowance. The course of action to address the disallowance shall 
be at sole discretion of the Client, and may include either an adjustment to 
future invoices, request for credit, request for a check, or a deduction from 
current invoices submitted by KCE equal to the amount of the disallowance, 
or to require reimbursement forthwith of the disallowed amount by KCE by 
issuing a check payable to Client. 
 
12. 
Ongoing Marketing Activities.  All printed materials produced by or for the Client’s use 
of the Center including, but not limited to, a Center brochure, family handbook, and other 
promotional materials, will include the KCE logo.  All printed materials about the Center that are 
produced by or for a party with respect to this Agreement (“Printed Materials”) are subject to the 
reasonable written approval of the other party prior to publication or distribution.  KCE will provide 
its logo to Client for use in Printed Materials and grants to Client a nontransferable license, without 
the right to sublease or sublicense, to use such logo solely for Printed Material. 
13. 
Client’s Program Support.  Client will (a) identify a primary Client liaison who can 
facilitate marketing of the Center to Client’s employees; (b) post information about the Center on

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the Client’s benefits intranet site; (c) inform KCE about events in which the Center can be 
marketed; (d) allow KCE to host on-site lunch-ins and promote the Center in Client’s facilities, 
including cafeterias and break rooms, as applicable; and (e) inform employees at least quarterly 
about the existence of the Center. 
14. 
Operation of the Center.  Commencing on the Opening Date, KCE will, at the sole cost 
of the Client, operate and manage the Center, and, except as otherwise provided herein, KCE 
will have sole discretion and be responsible for maintaining all child care licenses required to 
operate the Center, and all programs, policies and functions relating to the Center, including, but 
not limited to, the following: 
 
a. Staff.  All staff will be employees of KCE and the qualifications and management 
of such staff will be consistent with KCE’s standard policies and procedures.  
Employee benefits and merit increases will be consistent with KCE’s standard 
benefit policies as such policies may be changed from time to time. As the Client 
employs individuals in Community Head Start Programs, the County expects KCE 
to ensure that Center staff salaries and benefits are comparable to Client 
Employees as to not compete against each other for staff.  
 
b. National Accreditation.  KCE will, with commercially reasonable diligence, apply 
for accreditation to a national accreditation association.  Client recognizes that 
accreditation standards may change from time to time during the Term and such 
changes may delay accreditation. 
c. Curriculum.  KCE will provide the age-specific, proprietary, Curriculum normally 
offered in KCE’s centers nationwide, as updated or revised from time to time. 
d. On-going Center Supplies.  KCE will be responsible for providing all materials, 
office equipment, office supplies, and operating supplies, which support the KCE 
curriculum, for the Center and paying all Center payables from revenues of the 
Center within the approved annual budget. Any cost increases over 5% for any line 
item will require the Client to approve either the movement from another line item 
or an increase in the overall annual budget. 
e. Center Receivables.  KCE will be responsible for timely billing and collection of 
Tuition and Family Fees and other account receivables.  All such amounts 
collected by KCE will be used to offset the expenses of the Center.  In the event 
KCE’s collection efforts fail, KCE will refer the account to Client for disposition of 
Client Enrollees. 
f. 
Food & Snacks.  KCE will prepare food and snacks in the “Warming Kitchen” for 
all enrolled children using standard KCE policies and procedures. Client warrants 
to KCE that the Center has a warming kitchen in accordance with the final design 
that will meet all Applicable Laws, including child care licensing and the local health 
department. KCE will include in monthly invoicing to Client all food and snack costs 
related to the Center. All snacks and meals for children attending the Center shall be in 
accordance with general nutrition standards, food service and food handling standards (AZ 
Administrative Code R9-5-508-509). Cooking is not allowed at the site, without the written 
permission of the Client.  
g. Child Care Licensing. KCE shall always comply with all rules and regulations for 
operating a childcare facility in the State of Arizona including, but not limited to 
Arizona Administrative Code, Arizona Revised Statutes, Arizona Department of 
Health Services Bureau of Child Care Licensing. Contractor shall be responsible 
for complying with any changes or updates to any regulation. KCE shall acquire 
and maintain childcare licensing for the Center through ADHS throughout the term

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once the Center is opened.  KCE shall maintain Department of Child Safety 
Registry documentation on site for all staff.  
 
h. KCE shall operate the Center in a manner that complies with the use of the facility 
to ensure the environment and equipment are maintained in a manner conducive 
to the children's health, safety, comfort, and developmental (physical, social, 
emotional, and cognitive) needs.  KCE shall contact the Client (the Client’s 
Facilities Management Department for any Client provided services  and the Client 
will train KCE on the electronic process to enter work orders and also provide the 
phone number for emergency situations), immediately to obtain necessary repairs 
to building facilities that are the responsibility of the Client per the Maintenance 
Responsibility Matrix.  The Client and First Responders shall have access to the 
facility 24/7 for emergency response and/or repairs. Normal repairs and 
maintenance provided by the Client and/or its contractors will be scheduled with 
reasonable notice of at least 24 hours. KCE shall provide escorts for all Client 
assigned maintenance personnel. KCE shall ensure that the physical health and 
safety features of the environment conform to local, state, and federal 
requirements.  KCE shall protect children against the danger of fire and smoke, 
injury attributable to the environment, electrical hazards, intruders, and the spread 
of disease and infection.  KCE shall provide written notification to the Client 
immediately upon learning of any such hazard(s) and shall provide written 
notification to the Client within 24 hours of any investigation or citations by local, 
state, and federal authorities. 
 
i. 
Unauthorized Access. Only authorized employees of KCE are allowed on Client work sites. 
KCE’s employees are NOT to be accompanied in their work area by acquaintances, family 
members, assistants, or any other person unless said person is an authorized employee 
of KCE with the exception employees who have children registered in the Center.

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ATTACHMENT 1-A – ENROLLMENT AND WAITLIST  PROCESS 
A. 
Subject to the available capacity in the Center and ratio requirements imposed by 
accreditation standards or Applicable Law, KCE will offer enrollment opportunities to Client 
Employees on a Priority Enrollment basis.  “Priority Enrollment” means interested Client 
Employees of Client are eligible to receive the next regularly available space in a given classroom, 
contingent upon a child’s attaining the required age and a maturity level to succeed in the given 
classroom.  KCE will not disenroll or transition any previously enrolled child to accommodate the 
child of an employee of Client.   
1. 
Client Standard Priority.  Client will have first right to the space, if after the 
designated time set forth in Section C below Client’s employee does not accept such space, KCE 
has the right to then offer the space to a KCE employee in accordance with Attachment 1, Section 
6A. .  
B. 
To be eligible, Client employees must present proof of employment via a pay stub, 
employee ID, to be added to the Client Center waitlist.  If the Center does not have available 
space for the child, the employee will be placed on a priority wait list comprised of all Client 
Employee applicants, subject to the following: 
 
1. 
Requests for full-time enrollments will take priority over requests for part-time 
enrollments; 
2. 
Currently enrolled children transitioning from one classroom/age group to another 
will take priority over new enrollments; 
3. 
Siblings of currently enrolled children will take priority over new enrollments; and  
4. 
No part-time enrollments will be provided Priority Enrollment. 
C. 
Client employees will be allowed 72 hours to respond and accept the space, once an open 
slot becomes or will become available.  Priority between Client Employees will be on a first-come, 
first-serve basis. KCE will report to Client on a monthly basis the enrollment levels, by Client 
Department, of Client families enrolled at the Center.  
D. 
In the event there is insufficient demand from Client employees to fill each classroom in 
the Center with Client employees at any given time, KCE may offer such spaces to a KCE 
employee or community families, with Client approval.   
 
 
 
1. 
If additional capacity exists, families of City or State employees may be 
served as well as families in the surrounding community at market rates.  
 
2. 
KCE shall maintain a waitlist(s) and collect data on the employment status 
or affiliation with the Client for each applicant. Data shall include employee 
ID. 
 
3. 
KCE shall confirm parent employment status or affiliation monthly using an 
active employee register provided by the Client to ensure compliance with 
the Enrollment and Waitlist process outlines in this Agreement.

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4. 
Children who were sick will be permitted to return after 24 hours of being 
symptom free.

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ATTACHMENT 1B – REAL ESTATE TERMS FOR CLIENT PROVIDED CENTER ONSITE 
CENTER 
 
 
1. 
Facility for the Center.  At no rental cost to KCE, Client will provide KCE with a facility 
for the Center located at 441 W. Madison Street, Phoenix, Az (the “Facility”).  Client represents 
that there have been no violations of any health, safety, pollution, zoning or other applicable laws 
with respect to the Facility that have not been entirely corrected.  KCE’s obligation to open and 
operate the Center is contingent upon the satisfaction or waiver by KCE, in KCE’s sole discretion, 
of the following conditions: 
1.1. 
Client’s Documents.  Client will provide KCE  Center floor plans, playground plans, 
certificate of occupancy, surveys, soils reports, environmental reports, utility plans, declarations 
of covenants, conditions and restrictions, and other reports and documents in Client’s possession 
or control relating to the real property on which the Center will be located (the “Property”). 
1.2. 
Environmental.  Client will obtain at Client’s expense, and will deliver to KCE, a 
written Phase I Environmental Assessment of the Property and will conclude that the Property is 
free of any known or suspected environmental contamination.  If the Center will be in an existing 
building, the Environmental Assessment will include investigation of potential lead, asbestos and 
radon risks. 
1.3. 
Permits.  Client will have obtained final approval (without possibility of appeal) of 
all rezoning, special use permits, variances, approvals, building permits, easements and licenses, 
other than the child care license (collectively, “Permits”) required for KCE’s intended use of the 
Center as a child care center. Client will have paid all expenses incurred in applying for and 
obtaining the Permits, and will have complied with the terms and conditions of all Permits. 
1.4. 
On Going Environmental Due Diligence.  KCE may perform such environmental 
tests and investigations (“Assessments”) as are required by law or if, in the reasonable judgment 
of KCE, the failure to obtain environmental tests may jeopardize the well-being of the children at 
the Center.  If the results of the Assessments indicate remediation of any environmental condition 
is necessary or recommended, Client will at its sole expense, promptly and diligently perform such 
remediation work; provided, however, that all such work will be coordinated with KCE to ensure 
the safety of the children and employees, and to cause the least amount of disruption to the 
Center.  
1.5. 
Title.  Client owns the fee title interest in the Facility free of any liens, claims or 
encumbrances.  Client further represents and warrants that, to the best knowledge of Client, the 
Facility is not subject to or encumbered by any covenants, conditions or restrictions, conflicts or 
uses that could in any manner whatsoever adversely affect or interfere with KCE’s operations of 
the Center. 
 
1.6        Summary of Facilities Maintenance and Operations Responsibilities for the 
Center 
Consistent with Section 14, (h) of Attachment 1, base level services provided by the County are 
those services that are comparable to that of a typical building lease and are services necessary 
to operate and maintain buildings on a daily basis. Base level services, with the exception of our

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major maintenance expenditures, are budgeted and paid by Facilities Management Department 
(FMD) based on the below listed Responsibility Matrix. As a result of personnel and budget 
constraints, FMD reserves the right to prioritize work orders. Those involving life safety issues or 
child care licensing issues will take precedence over routine maintenance or discretionary 
requests. All work involving modifications or improvements to existing County owned buildings or 
structures must be approved by FMD.   County will be provided 24/7/365 access to the building 
for inspection of operations and building maintenance requirements as needed. Contractor will 
provide escorts for all non-emergency visits. 
Routine service requests should be submitted by the Department Facilities Coordinator by 
accessing the FMD homepage at http://www.maricopa.gov/FMD/default.aspx . Please contact our 
24hr. Emergency Help Desk at 602.506.3277 for any urgent building-related service requests. 
The Security Services Division of Emergency Management handles all requests for new or lost Id 
badges for contractors and employees.  They are located at 301 W. Jefferson Ave, Suite 160, 
Phoenix AZ.  Badges are not issued until a Protective Services background check is completed.  
Hours of operation are Monday- Friday 8AM-4PM.  
 
Responsibility Matrix for Services 
County 
Operator 
Plumbing • Domestic cold & hot water distribution, sanitary sewer 
systems, storm sewers, septic systems and drywells • Drinking 
fountains, sinks, toilets, associated hardware 
X 
Interior & Exterior Finishes • Roofs, ceilings, walls, windows, 
doors, tile • Concrete, flooring, and interior/exterior painting 
services • Exterior caulking, expansion joints 
X 
 
Lighting • General lighting systems, emergency exiting lights, 
fluorescent and incandescent lighting fixtures • Light switches, 
occupancy sensors, wall outlets 
X 
 
Electrical • Power distribution systems, transformers, switches, 
breaker panels, receptacles • Building related uninterruptible 
power systems (UPS) supporting emergency lighting, fire 
systems 
X 
 
Lock Systems • Door locks and associated hardware • Detention 
grade slider & swing doors, equipment and hardware • 
Responsibilities as outlined in County Administrative Policy 
A1911 
X 
Heating, Ventilation, Air Conditioning (HVAC) • Building heating 
and cooling systems, boilers, chillers, package A/C units, 
evaporative coolers • Does not include freestanding equipment. 
Examples include refrigerators, freezers, kitchen equipment, 
sterilizing equipment unrelated to building operations 
X 
 
Facilities Automation/Life Safety Systems • Maintain, inspect and 
repair all fire alarm and suppression equipment, fire extinguishers 
and fire hoses • Automated building environmental control 
systems 
X 
Responsibility Matrix for Services 
County 
Operator

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Parking Lot Maintenance and Access Roads • Repair and 
maintenance of asphalt and concrete surfaces 
replacing/anchoring parking blocks, and cleaning as required • 
Cleaning drainage inlets to prevent flooding or ponding • 
Removal of weeds, debris and dust control • Striping and signage 
maintenance for traffic control and way-finding on County-owned 
property 
X 
 
Electronic Maintenance • Public Address/Announcement (PA) 
systems • Security Cameras, panic buttons, sensors, speakers, 
etc. and associated cable and wiring • • Electronic card readers 
and associated controls 
X 
 
 
 
 
Welding & Fabrication • Fabrication and repair of structures, 
roofs, ladders, rolling doors, motorized gates, and security 
fencing 
X 
 
Energy Management • Provide energy management services to 
support new and existing buildings • • Manage utility rates, 
existing energy consumption, and available incentives for new 
and existing buildings • Review all plans for new and retrofit 
projects to insure energy compliance 
X 
 
Warranty Management • Develop and update Warranty Manual 
for internal use • Coordinate and track repairs for all defective 
workmanship issues received from both tenants and 
maintenance staff to validate deficiency resulting in the claim • 
Refer latent defect and disputed claims to appropriate County 
agencies for resolution • Conduct periodic site inspections to 
identify potential defects • Coordinate with manufacturers and/or 
installing contractors as required for the correction of defects 
during warranty period • Schedule and ensure timely completion 
of all warranty work • Liaison with tenants, maintenance staff, 
suppliers and contractors throughout warranty period • Provide 
the management of the warranty work process, and act as liaison 
between FMD and County departments.  Does not include 
freestanding equipment. Examples include refrigerators, freezers, 
kitchen equipment, sterilizing equipment unrelated to building 
operations 
X 
 
Affixed playground equipment and shade structures 
X 
 
All meals, supplies and furnishings including but not limited to 
office supplies, paper goods, diapers and programmatic 
equipment such as children’s furniture including tables, chairs, 
bookshelves, storage shelves, cribs, cots, sheets, blankets, 
books, toys, and art supplies, etc. including sanitation and 
replacement as needed 
 
X 
Janitorial services for the facility in accordance with state and 
federal requirements. 
 
X

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2. Utilities and Taxes.  
2.1. Utilities. Client will provide all utilities for the Facility, including but not limited to, electricity, 
telephone, security, gas, water, sewer, internet service and garbage from central pick-up 
point., KCE will provide pest control and  janitorial.  
2.2. Taxes. Client will be responsible for all property, sales, use, and excise taxes, and any 
other similar taxes, duties, and charges of any kind imposed by any federal, state, or local 
governmental entity on any amounts payable by Client hereunder. Any such taxes, 
duties, and charges currently assessed or which may be assessed in the future, that are 
applicable to the Services are for the Client, and Client hereby agrees to pay such taxes. 
3. 
Pre-Opening Activities and Expenses.  KCE will provide Client with a projected pre-
opening budget (the “Pre-Opening Budget”), attached as Attachment 1D, which will include all 
projected pre-opening costs and expenses with respect to playground, furniture, fixtures, 
equipment, marketing, staffing, modifications, information technology, and supplies necessary in 
order to bring the Center into compliance with KCE’s standards.  Client will be responsible for the 
payment of any and all such pre-opening expenses (“Pre-Opening Expenses”), unless 
specifically designated as KCE’s responsibility in Attachment 1D, and Client and KCE will 
cooperate and work together to take all such actions contemplated by the Pre-Opening Budget 
prior to the Opening Date.  KCE will invoice Client monthly for all Pre-Opening Expenses and 
Client will remit payment to KCE as provided in the Agreement. 
3.1. 
Furniture, Fixtures and Equipment (“FF&E”). Furniture, Fixtures and Equipment  
are as defined below. In accordance with Attachment 1D, Client will be responsible for purchasing 
Responsibility Matrix for Services 
County 
Operator 
Planning • Provide Major Maintenance planning • Manage the 
Facilities Condition program • Provide Capital Improvement 
Project planning • Maintain building records and archives • 
Provide asset inventory management 
X 
 
Design and Construction • Manage general fund budgeted 
major maintenance and capital improvement 
projects/programs • Develop project scope • Manage project 
design • Manage project construction • Obtain required 
permits, as necessary • Advertise per legal requirements, as 
necessary • Provide interdepartmental project coordination • 
Provide cost estimates regarding possible projects 
X 
 
Maintenance of all kitchen equipment  
X 
Utilities, grounds supplies, grounds services 
X 
 
 
 
 
Pest Control including notifications to Parents  
 
X 
 
 
 
Garbage Collection from exterior dumpster or collection area 
X 
 
Internet/Data connectivity (beyond facilities systems/ badging 
and County monitored camera) 
X

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and installing all FF&E required for the Center for KCE’s intended use as a child care center. KCE 
will contribute up to $300,000 towards Loose Parts and Furniture defined below. Any costs above 
$300,000 will be the responsibility of the Client.  All FF&E, items included on the Pre-Opening 
Budget will be the property of Client, except for anything deemed to be the intellectual property of 
KCE, which will remain KCE’s property.  KCE will coordinate the purchasing and installation of 
the FF&E with Client.  
3.1.1. Furniture. In accordance with 3.1 KCE will be responsible for purchasing 
and installing all standard NAEYC approved Center furniture, including but not limited 
to, tables, chairs and cribs needed for the Center. For an abundance of clarity, KCE 
will only contribute up to $300,000, minus the cost of Loose Parts, towards the 
purchase of Furniture with any amounts over that to be reimbursed by the Client.  
3.1.2. Fixtures. Client will be responsible for purchasing and installing all standard 
NAEYC approved fixtures, meaning all items affixed to the Center, including but not 
limited to, cabinets, lighting, countertops, millwork, and caps.  
3.1.3. Initial Equipment. Client will be responsible for purchasing and installing all 
standard NAEYC approved equipment, meaning appliances for warming kitchen and 
one washer and dryer.  In accordance with 3.1 KCE will be required to purchase all 
loose materials supporting KCE curriculum, including but not limited to, books, toys, 
paint, and crayons.    
 
3.2. 
Playground. Client will be responsible for purchasing and installing all standard 
affixed NAEYC approved, playground equipment required for the Center for KCE’s 
intended use as a child care center.  KCE will purchase all toys and other loose equipment 
not affixed to the playground.  
3.3. 
Unforeseen Expenses. Client will be responsible for any unforeseen expenses 
necessary in order to bring the Center into compliance with Client and KCE mutually 
agreed standards. 
4. 
Repairs, Maintenance, Improvements and Replacements. 
4.1. 
Repairs, Maintenance, and Improvements.  Client will, at its expense, throughout 
the Term, keep the Facility and all real and personal property and FF&E (including the playground 
areas pest control, landscaping and snow-removal) in connection therewith in a good and safe 
operating condition and will make all repairs, renewals, replacements, improvements, and 
additions necessary to keep the Facility in compliance with all Applicable Laws, including child 
care licensing and other such repairs, renewals, replacements, improvements, and additions as 
mutually agreed by Client and KCE.  Notwithstanding the foregoing, (i) no significant changes or 
alterations to the Facility will be made that would disrupt the operations of the Center without the 
prior approval of KCE, and (ii) KCE will have the right to make any such repairs, renewals, 
replacements, improvements and additions at Client’s expense as reasonably deemed necessary 
by KCE, with at least 5 business days’ notice to and written approval by Client in non-emergency 
circumstances and immediately in emergency situations (e.g., in the case of child care licensing, 
health or safety issues) with immediate notice to Client. 
4.2. 
Structural Repairs and Replacements.  Client will, at its sole expense, repair and 
maintain in good order and condition, and, if necessary, replace throughout the Term of this 
Agreement, (i) all structural portions of the Facility, including, without limitation, the roof, roof 
gutters and drains, flashings, walls, floor slab, foundations, footings, subfloorings, exterior walls

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and structural supports (both interior and exterior); (ii) all common areas including, but not limited 
to, parking lots, driveways, approaches, lot lighting, signage (on- and off-site), off-site 
improvements, curbs, sidewalks, and fences; (iii) other portions of the Facility that may be 
damaged on account of settling of any building that constitutes part of the Facility; (iv) all built-in 
equipment and fixtures; (v) all major appliances (e.g., washer, dryer, refrigerator, stove, etc.); (vi) 
all installed playground equipment and playground areas; and (vii) plumbing, pipes, wires, HVAC, 
conduits, sewers and drains in, on, about or in the vicinity of the Facility as are or may be installed 
by or are under control of Client. 
4.3. 
Renewal Evaluation. During each renewal term KCE and Client will evaluate the 
Facility and FF&E to identify areas of concern (“Identified Concerns”). Client will, at its sole cost, 
refurbish, repair or purchase anew any Identified Concern that does not comply with Applicable 
Laws, including child care licensing, or KCE’s standards (“Required Repairs”) as mutually agreed 
by the parties. The parties will reasonably cooperate and mutually agree on any Identified 
Concerns that are not considered Required Repairs. 
5. PARKING.  KCE’s employees will park only in designated Client parking areas or will obtain, at the 
KCE’s expense, any additional non-Client parking permits. KCE and its employees shall comply with 
all applicable parking regulations of the Client, including the payment of fines for violations of such 
parking regulations.  The Client will provide up to 35 parking spaces for KCE’s use in a Client parking 
lot or parking structure. 
 
6. ALTERATIONS BY KCE.  KCE agrees not to complete any alterations to the building.    
 
7. RETURN OF FACILTY AT END OF CONTRACT TERM.  KCE agrees to return the facility at the end 
of the Contract term in broom clean condition and shall be responsible to remove all KCE’s property 
and trash unless otherwise authorized by the Client in writing.  Client property including FFE will remain. 
KCE will reasonably cooperate with the Client surrounding KCE’s exit of the Center and provide to 
County teacher schedules, and so long as not barred by Applicable Laws, parent contact information 
and child allergy lists..  
 
8. Client Issued Keys and ID Badges. Keys, badges, or access cards will be provided per the 
following guidelines: 
 
3.1.1.1 permanent keys will be provided to Contractor employees on a case-by-
case basis; or 
 
3.1.1.2 badges or access cards may be provided to KCE’s employees for access 
to the Center 
 
3.1.1.3 Should an employee leave the KCE’s workforce, contractor shall 
immediately notify the County and all keys, badges, and access cards 
must be returned to the County. 
 
3.1.1.4 The KCE shall notify the County within 24 hours of discovery that any keys, 
badges, or access cards are lost, misplaced, stolen, or otherwise not 
within the KCE’s control. 
 
3.1.1.5 Once this agreement is complete, expired, or terminated, the KCE shall 
immediately return all keys, badges, or access cards to the Client. 
 
3.1.1.6 Failure to comply with these requirements may result in the KCE being 
assessed the cost of replacing keys, badges, or access cards, and any 
associated cost to ensure the security of Client facilities including, but not 
limited to, re-keying the entire building at the expense of the KCE.

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9. 
Waiver of Subrogation.  Notwithstanding anything to the contrary contained herein, the 
parties waive any and all rights of recovery, claim, action or cause of action, against the other, or 
its respective directors, shareholders, officers, agents, invitees and employees, for any loss or 
damage that may occur to the Center or the equipment, fixtures and improvements comprising 
any part of the Facility, by reason of fire, the elements, or any other cause that could be insured 
against under the terms of a “special risk” insurance policy in the state where the Facility is 
located, regardless of cause or origin, including negligence of the parties hereto, their agents, 
officers, invitees and employees, unless caused by the gross negligence or willful misconduct of 
the other party.  No insurer of a party hereunder will ever hold or be entitled to any claim, demand, 
or cause of action against by virtue of a claim of loss paid under any such insurance policies, 
whether such insurer’s claim be in the nature of subrogation or otherwise.  The waivers provided 
pursuant to this section will not operate to the extent that they would void coverage under the 
provisions of any policy of insurance.  Nothing in this section will be construed to limit the 
indemnities contained in the Agreement.

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ATTACHMENT 1C – OPERATING BUDGET AND  
 MANAGEMENT CENTER FEE

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ATTACHMENT 2 – TUITION BENEFIT and SUBSIDY PROGRAM 
 
During the Initial Term and any Renewal Term, KCE will provide Client’s employees access to 
the Tuition Benefit Program described in this Attachment 2. 
1. Programs 
a. 
Tuition Benefit Program. This Attachment 2 provides for tuition discounts (the 
“Program”) at KCE’s child care centers, participating KinderCare at Work Centers, and 
before and after school programs operating under the KinderCare, Knowledge 
Beginnings, and Champion’s trade names open to the general public (“Centers”). 
Children enrolled at 441 W. Madison Street, Phoenix, Az will not be eligible to receive 
the Tuition Benefit Program. KCE will provide a ten percent (10%) discount off of the 
standard weekly or monthly community tuition rates for full-time or part-time child care 
services for any child (by birth, adoption, guardianship, or stepchild) of an eligible 
employee of Client or its affiliates and subsidiaries (an “Employee”). Client’s affiliates 
and subsidiaries will mean affiliates that are majority owned by or under voting control 
of Client, as listed in Exhibit D.  
 
b. 
Tuition Subsidy Program.  Client Employees will also receive a twenty percent (20%) 
subsidy off of the standard weekly or monthly tuition rates for full-time or part-time, 
drop-in, or summer/school break child care services at the Centers as an additional 
tuition subsidy (“Tuition Subsidy Program”), which will be paid by Client.  Children 
enrolled at  441 W. Madison Street, Phoenix, Az will not be eligible to receive the 
Tuition Subsidy Program. KCE will provide client a monthly report with employee ID of 
those County employees or State employees processed through County payroll who 
are using the Tuition Subsidy Program. Client will reimburse KCE on a monthly basis 
for the Tuition Subsidy Program. 
Tuition Benefit Program Start Date: November 1, 2023  
Tuition Subsidy Program Start Date: Opening Date 
2. 
Fees. 
“FTE” is defined as Full Time Equivalent, FTEs are used to capture child enrollment. A part-time 
enrollment may add up to an FTE. Talk to your KCE representative for more detail. One hundred 
percent (100%) of this Tuition Benefit’s Semi-Annual Program Fee and Implementation Fee will 
be waived so long as Client continues to contract with KCE for on site or near site childcare as 
described elsewhere in this Attachment 2.  
 
 
 
 
 
Implementation 
Fee 
Semi-Annual 
Program Fee: 
FTE Needed 
to Achieve 
Waiver of 
Semi-
Annual 
Program 
Fee

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$5,000.00 
$5,000.00 
Ten (10) 
FTEs 
 
 
3. Services Provided. KCE agrees to: 
• 
Provide Client with a customized link to KCE’s website that provides a list of all 
participating Centers, supports family enrollment, and highlights the benefits offered to Client 
employees. Not all Centers may participate in the Program Client may include this website in its 
marketing materials and/or link directly via Client’s own intranet.  
• 
Provide Client with electronic files for marketing materials to promote the services and 
Program. 
• 
Upon request, a KCE representative will attend Client’s wellness or benefits fairs up to two 
times per calendar year to promote the Program. 
 
4. Client’s Responsibilities. Client agrees to: 
• 
Pay the Fees, if any, described in Section 2 (“Fees”) and the Tuition Subsidy Program, as 
described in 1.b above. KCE will invoice Client at the address listed above for such Fees and 
Tuition Subsidy Program, payable 30 days from receipt of invoice, to KinderCare Education LLC, 
Attn: Accounts Receivable, P.O. Box 6867, Portland, OR 97228 or ask your KCE representative 
for online payment options. As of the Effective Date of this Contract, if applicable, Client will be 
immediately invoiced a one-time Implementation Fee. Semi-Annual Fees, if any, will be invoiced 
in April and October of each year.   
• 
Reasonably promote the Program to all Employees at Client’s cost. Such promotion by 
Client will include making KinderCare Education literature available to Employees during new 
Employee orientation meetings, providing periodic electronic communications to Employees and, 
where possible, providing a link from the Client’s intranet to KCE’s websites. To facilitate such 
communication, KCE will provide electronic marketing materials and informational literature. 
Information about KCE and the Program is subject to KCE’s review and written approval prior to 
distribution by Client. 
• 
Inform Employees of the Program eligibility requirements as set forth in this Agreement.  
• 
Provide, on Client’s employee-benefit portal, primary placement of the KinderCare logo 
and a hyperlink to the, KCE provided, customized link in Section 3 of this Attachment 2. 
• 
Allow KCE to participate, at KCE discretion, in all Client Employee-facing events. 
• 
Leverage KinderCare for communication support, as needed. 
• 
Permit use of Client logo on KinderCare website, marketing, and PR materials with prior 
County approval. 
• 
Provide KCE a Client distribution email, comprised of all current Client employee work 
emails. KCE will, not more than two (2) times a year, distribute marketing programs, using the 
provided distribution email.  
• 
Participate in development of case studies and testimonials. 
 
7. General Terms and Conditions.   
• 
Parent Fees: As part of the services provided to Client, KCE will cause to be collected 
childcare fees less applicable discount offer from each Employee at the Center pursuant to KCE’s 
normal billing policies and procedures. No retroactive discounts will be allowed. This discount 
may not be combined with any other available tuition discounts, although Employees may select 
the most favorable available discount. Employees who receive government subsidized care may 
apply the discount percentage offered by this Attachment 2 only to the parent-paid portion and in

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compliance with agency rules. Employees must pay all of KCE’s other fees, as they are not 
included in the discount. 
• 
Verification of Eligibility: To be eligible, Client employees must present proof of 
employment via a pay stub or employee ID. Client agrees to inform all Employees that: (i) KCE 
may disclose participating Employees’ names to Client for purposes of enrollment eligibility 
confirmation; and (ii) Client may inform KCE of the termination of employment of any participating 
Employee.  
• 
File Feed: Client will set up a “File Feed” in a format consistent with Exhibit E and provide 
to KCE, on a monthly basis, the employee information outlined in Exhibit E. 
• 
Responsibility for Payment: For purposes of this Attachment 2, any portion of the payment 
due for services owed by an Employee to KCE or KinderCare Education is the direct responsibility 
of the Employee, and Client will have no liability or obligation to collect or pay such amounts. 
• 
Discretion and Space Availability: Childcare enrollment will be provided on a space-
available basis as determined by the Centers. If no space is available, Employees will be placed 
on a waiting list without preferential treatment.

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Exhibit D- Listed Affiliates 
 
 
The Judicial Branch of Arizona in Maricopa County

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EXHIBIT E 
 
 
 
 
Client Eligibility File Format Setup 
 
Thank you for participating in the KinderCare Child Care Benefits program through your 
organization.  To accurately verify eligibility for the Child Care Benefits your organization is 
offering some amount of data will need to be transferred from your organization to KinderCare 
for verification purposes. 
 
KinderCare prefers the use of a Secure File Transfer Protocol, commonly referred to as SFTP, 
for eligibility file transmissions. Upon acceptance of the program your organization will be 
responsible for supplying KinderCare a *.csv file at some sort of cadence that is determined with 
your KinderCare contact person. Your contact person will supply you with a location and unique 
credentials to upload your organization’s eligibility file securely and safely. 
 
The contents of this CSV file are to include the following columns of data, in this specific order 
and exactly as shown below: 
 
• 
Employee ID 
• 
First Name 
• 
Last Name 
• 
Email Address 
• 
KinderCare Benefit Level – used to identify different levels of eligibility.  Default should be 1   
• 
Hire Date (MM/DD/YYYY) 
• 
Term Date (MM/DD/YYYY) 
 
 
 
CSV file format requirements: 
1) No special characters allowed in fields (This includes =, “, @ [except email], and commas) 
2) The Employee ID field is a string field, so whatever is submitted in the eligibility file will be what the 
customer needs to use to verify benefit eligibility (i.e., 0000123 is not the same as 123) 
3) The Level field:  Use “1” in this column if the employee is eligible to participate in the BUC Program.  If 
you have unique requests per different employer groups talk to your KinderCare Sales POC.  
4) Date format: MM/DD/YYYY 
If you have any questions, concerns, or comments please reach out to your KinderCare contact. 
 
KinderCare Education recognizes there are multiple ways to share data between organizations

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and we are flexible to the solution that may be required by your organization. If you are unable 
to utilize the preferred method of using SFTP for the eligibility file transmission a conversation 
with your KinderCare contact would be required to solution your organizations requirements.  
This option may require multiple year engagement and a nominal fee for setup, maintenance, and 
administration of this service. 
 
Security:  
 
When utilizing our FTPS server for file transfers, you may be assured that your data is protected 
and handled securely. 
 
1) It is protected in transit from your FTP client to our FTPS server, encrypted by RSA2048. 
2) Data is also protected at rest while stored with AES256 encryption.   
Utilizing the secure FTPS protocol for data in transit and maintaining data encryption as it is 
stored eliminates the need for additional crypto graphic controls such as PGP or shared SSH 
keys.