Agreement.pdf — Bakersfield City Council, June 25, 2025

AGREEMENT NO. ___________

[TECHNOLOGY SERVICES – LICENSE/SUBSCRIPTION]

This AGREEMENT (“Agreement”) is entered into on and effective as of ____________________ by and between the CITY OF BAKERSFIELD, a municipal corporation and Charter City (“City”), and MILLER MENDEL, INC (“Provider”) a corporation, authorized to do business in California with its principal place of business at 1425 Broadway, #430, Seattle, WA 98122.

WHEREAS, Provider provides a web -based “eSOPH” or electronic Statement of Personal History” software system designed and developed to assist with pre-employment background investigations; and

WHEREAS, City previously entered into Agreement No HR22-006 on April 14, 2022, with Provider to subscribe to background investigations; and

WHEREAS, City desires to subscribe to Provider’s eSOPH software for an additional 3 year term for the use by Bakersfield Police Department subject to and in accordance with the Miller Mendel Quote #2069 for year 1 attached hereto as Exhibit A and incorporated herein as Miller Mendel Quote #2070 for year 2 attached hereto as Exhibit B and incorporated herein as Miller Mendel Quote #2071 for year 3 attached hereto as Exhibit C and incorporated herein as Miller Mendel Inc. Master Software Subscription Services terms and conditions attached hereto as Exhibit D and incorporated herein.

WHEREAS, in light of the intellectual property and subscription- based nature of Provider’s programs and services , City’s use of Provider’s services and/or products are subject to compliance with Provider’s terms and conditions, and therefore City has agreed to abide by the above- referenced attachment(s); and

WHEREAS, notwithstanding the above, the Parties understand and agree that City’s standard contracting procedures require use of this cover sheet and signatories and certain delineated terms set forth below, which shall govern the term of this Agreement.

NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and PROVIDER hereby agree as follows:

1. SCOPE OF WORK. In exchange for the Compensation (defined below), Provider shall perform the following: provide a web-based “eSOPH” or electronic Statement of Personal History” software system designed and developed to assist with pre- employment background investigations (“Scope of Work”). The Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C Scope of Work shall be subject to the terms and conditions set forth in Exhibit A through D, attached hereto.

2. COMPENSATION. Subject to the conditions of this section, CITY will pay PROVIDER as follows for performing the Scope of Work (“Compensation”): a total payment not to exceed $109,491.90 in accordance with the costs and fees set forth in Exhibit A through D. In the event additional flat-rate services are used by CITY that exceed the projected costs in Exhibits A-D, those services shall be billed at the same rates set forth in Exhibits A-D and CITY shall pay Provider for all such costs pursuant to this section.

CITY will pay CONTRACTOR within 30 days after CONTRACTOR submits an itemized invoice for the portions of the Scope of Work completed and that invoice is approved by CITY. The Compensation will be the total amount paid to CONTRACTOR for performing the Scope of Work and includes, but is not limited to, all out -of-pocket costs and taxes. CITY will pay no other compensation to CONTRACTOR. In no case will CITY compensate CONTRACTOR more than $119,000.00 for performing the Scope of Work, unless otherwise amended by the Parties to ensure full and fair compensation to PROVIDER for all services rendered to CITY.

3. TERM. Notwithstanding any contrary terms set forth in Exhibits A through D, this Agreement shall terminate on June 30, 2028, unless terminated sooner.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

FOR CITY OF BAKERSFIELD
(“CITY”):

By
: _______________________________

KAREN GOH
Mayor
By
: _______________________________

GREGORY PRONOVOST
Technology Services Director

FOR MILLER MENDEL, INC
(“PROVIDER”):

By
: _______________________________
[signature]
P
rinted Name & Title:
___________________________________
ATTACHMENTS:

E
xhibit A- Miller Mendel Quote #
Exhibit B- Miller Mendel Quote#
Exhibit C- Miller Mendel Quote#
Exhibit D- Miller Mendel Master Software
Subscription Services Agreement
2069
2070
2071
Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C President & CEOTyler Miller

APPROVED AS TO FORM:

VIRGINIA GENNARO
City Attorney

By: _______________________________

ASHLEY ZAMBRANO
Deputy City Attorney

COUNTERSIGNED:

By: _______________________________

RANDY MCKEEGAN
Finance Director

Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C

THANK YOU FOR YOUR BUSINESS
Miller Mendel, Inc.
1425 Broadway, #430
Seattle, WA 98122
[email protected]

ADDRESS SHIP TO
Bakersfield Police Department
Accounts Payable
1601 Truxton Ave.

Bakersfield, California 93301
USA
Bakersfield Police Department
Accounts Payable
1601 Truxton Ave.

Bakersfield, California 93301
USA
Quote 2069
DATE 04/30/2025
EXPIRATION DATE 06/30/2025

QTY PRICE TOTAL
eSOPH Entry
Entry into the eSOPH system. Includes 8 GB of data storage credit for the license year.
400 45.00 18,000.00T
Fee for Support
Support during License Year (per term 3.1.7 of licensing agreement. 15% of total amount for Entries).
1 2,700.00 2,700.00
CA POST Access Annual
California POST access, annual fee. OPTIONAL service/module. 1 275.00 275.00T
Fax Annual
Fax service, annual fee. OPTIONAL service/module. Cost per page/unit not included.
1 275.00 275.00T
Fax Unit/Page
Fax service: charge for page/unit sent or received. Client will be invoiced for actia; amount of fax page/units used on a quarterly basis. This is an annual estimate for budgetary purposes only. Pricing stated for this OPTIONAL SERVICE is “best guess pricing” and is not guaranteed. MMI cannot control the pricing of third-party services in the future. Pricing is subject to change.
11,000 0.05 550.00T
Credit Report
Employment Insights Credit Report. Client will be invoiced for actual number of reports requested on a quarterly basis. OPTIONAL SERVICE.

This is an annual estimate for budgetary purposes only. Pricing stated for this optional service is “best guess pricing” and is not guaranteed. MMI cannot control the pricing of third-party services in the future. Pricing is subject to change.
400 4.50 1,800.00T
Social Media Report
Social Media Comprehensive Screening Report. Client will be invoiced for actual number of reports requested on a quarterly basis. This is an annual estimate for budgetary purposes only. Pricing stated for this OPTIONAL SERVICE is “best guess pricing” and is not guaranteed. MMI cannot control the pricing of third-party services in the future. Pricing is subject to change.
400 22.50 9,000.00T
Exhibit A
Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C

THANK YOU FOR YOUR BUSINESS

QTY PRICE TOTAL
Production Data Storage
Data storage overages/archive storage costs. Client will be invoiced for ACTUAL amount of data storage used on a quarterly basis. This is an annual estimate for budgetary purposes only.
1 1,300.00 1,300.00
Terms & Additional Details

1. EIN: 27-1802751.

2. Unless a separate mutual agreement between Client and MMI states otherwise, all invoices are due NET 30.

3. Data storage pricing is as follows: Not to exceed $15 per GB, per month for production data storage overages. Archive data storage not to exceed $3.50 per GB per month.

4. Credit reports: $4.50 per report requested. Social media reports: $22.50 per report requested.

5. Fax service: 5 cents per unit/page sent or received. The annual fax module fee is additional for the fax service to be enabled.

6. Invoices for production data storage overages (if any), archive storage, credit reports, social media reports and the fax service, are emailed on a quarterly basis and due NET 30.

7. All other Terms and Conditions are set forth in the Miller Mendel MSLSA / MSSSA (licensing agreement) and any
mutually agreed to and signed addendums. Client’s PO does not add, modify, or cancel any terms found in the
MSLSA/MSSSA.

SUBTOTAL 33,900.00
TAX 0.00
TOTAL $33,900.00
Accepted By Accepted Date
Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C

THANK YOU FOR YOUR BUSINESS
Miller Mendel, Inc.
1425 Broadway, #430
Seattle, WA 98122
[email protected]

ADDRESS SHIP TO
Bakersfield Police Department
Accounts Payable
1601 Truxton Ave.

Bakersfield, California 93301
USA
Bakersfield Police Department
Accounts Payable
1601 Truxton Ave.

Bakersfield, California 93301
USA
Quote 2070
DATE 04/30/2025
EXPIRATION DATE 06/30/2025

QTY PRICE TOTAL
eSOPH Entry
Entry into the eSOPH system. Includes 8 GB of data storage credit for the license year.
400 48.15 19,260.00T
Fee for Support
Support during License Year (per term 3.1.7 of licensing agreement. 15% of total amount for Entries).
1 2,889.00 2,889.00
CA POST Access Annual
California POST access, annual fee. OPTIONAL service/module. 1 300.00 300.00T
Fax Annual
Fax service, annual fee. OPTIONAL service/module. Cost per page/unit not included.
1 300.00 300.00T
Fax Unit/Page
Fax service: charge for page/unit sent or received. Client will be invoiced for actia; amount of fax page/units used on a quarterly basis. This is an annual estimate for budgetary purposes only. Pricing stated for this OPTIONAL SERVICE is “best guess pricing” and is not guaranteed. MMI cannot control the pricing of third-party services in the future. Pricing is subject to change.
11,000 0.0535 588.50T
Credit Report
Employment Insights Credit Report. Client will be invoiced for actual number of reports requested on a quarterly basis. OPTIONAL SERVICE.

This is an annual estimate for budgetary purposes only. Pricing stated for this optional service is “best guess pricing” and is not guaranteed. MMI cannot control the pricing of third-party services in the future. Pricing is subject to change.
400 4.815 1,926.00T
Social Media Report
Social Media Comprehensive Screening Report. Client will be invoiced for actual number of reports requested on a quarterly basis. This is an annual estimate for budgetary purposes only. Pricing stated for this OPTIONAL SERVICE is “best guess pricing” and is not guaranteed. MMI cannot control the pricing of third-party services in the future. Pricing is subject to change.
400 24.08 9,632.00T
Exhibit B
Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C

THANK YOU FOR YOUR BUSINESS

1. EIN: 27-1802751.

2. Unless a separate mutual agreement between Client and MMI states otherwise, all invoices are due NET 30.

3. Data storage pricing is as follows: Not to exceed $15 per GB, per month for production data storage overages. Archive data storage not to exceed $3.50 per GB per month.

4. Credit reports: $4.50 per report requested. Social media reports: $22.50 per report requested.

5. Fax service: 5 cents per unit/page sent or received. The annual fax module fee is additional for the fax service to be enabled.

6. Invoices for production data storage overages (if any), archive storage, credit reports, social media reports and the fax service, are emailed on a quarterly basis and due NET 30.

SUBTOTAL 36,445.50
TAX 0.00
TOTAL $36,445.50
Accepted By Accepted Date
Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C

THANK YOU FOR YOUR BUSINESS
Miller Mendel, Inc.
1425 Broadway, #430
Seattle, WA 98122
[email protected]

ADDRESS SHIP TO
Bakersfield Police Department
Accounts Payable
1601 Truxton Ave.

Bakersfield, California 93301
USA
Bakersfield Police Department
Accounts Payable
1601 Truxton Ave.

Bakersfield, California 93301
USA
Quote 2071
DATE 04/30/2025
EXPIRATION DATE 06/30/2025

QTY PRICE TOTAL
eSOPH Entry
Entry into the eSOPH system. Includes 8 GB of data storage credit for the license year.
400 51.52 20,608.00T
Fee for Support
Support during License Year (per term 3.1.7 of licensing agreement. 15% of total amount for Entries).
1 3,091.20 3,091.20
CA POST Access Annual
California POST access, annual fee. OPTIONAL service/module. 1 325.00 325.00T
Fax Annual
Fax service, annual fee. OPTIONAL service/module. Cost per page/unit not included.
1 325.00 325.00T
Fax Unit/Page
Fax service: charge for page/unit sent or received. Client will be invoiced for actia; amount of fax page/units used on a quarterly basis. This is an annual estimate for budgetary purposes only. Pricing stated for this OPTIONAL SERVICE is “best guess pricing” and is not guaranteed. MMI cannot control the pricing of third-party services in the future. Pricing is subject to change.
11,000 0.0572 629.20T
Credit Report
Employment Insights Credit Report. Client will be invoiced for actual number of reports requested on a quarterly basis. OPTIONAL SERVICE.

This is an annual estimate for budgetary purposes only. Pricing stated for this optional service is “best guess pricing” and is not guaranteed. MMI cannot control the pricing of third-party services in the future. Pricing is subject to change.
400 5.15 2,060.00T
Social Media Report
Social Media Comprehensive Screening Report. Client will be invoiced for actual number of reports requested on a quarterly basis. This is an annual estimate for budgetary purposes only. Pricing stated for this OPTIONAL SERVICE is “best guess pricing” and is not guaranteed. MMI cannot control the pricing of third-party services in the future. Pricing is subject to change.
400 25.77 10,308.00T
Exhibit C
Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C

THANK YOU FOR YOUR BUSINESS

1. EIN: 27-1802751.

2. Unless a separate mutual agreement between Client and MMI states otherwise, all invoices are due NET 30.

3. Data storage pricing is as follows: Not to exceed $15 per GB, per month for production data storage overages. Archive data storage not to exceed $3.50 per GB per month.

4. Credit reports: $4.50 per report requested. Social media reports: $22.50 per report requested.

5. Fax service: 5 cents per unit/page sent or received. The annual fax module fee is additional for the fax service to be enabled.

6. Invoices for production data storage overages (if any), archive storage, credit reports, social media reports and the fax service, are emailed on a quarterly basis and due NET 30.

SUBTOTAL 39,146.40
TAX 0.00
TOTAL $39,146.40
Accepted By Accepted Date
Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 1 OF 23

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT
This Master Software Subscription Services Agreement (this “Agreement”) is made and entered into on the last date signed below (“ Effective Date”) between Miller Mendel, Inc., a Washington corporation with an address at 1425 Broadway, #430, Seattle, WA 98122 (“ MMI”), and the City of Bakersfield, by and through the Bakersfield Fire Department, with an address at 2101 H St, Bakersfield, CA 93301. (“Client”). MMI and Client may each be referred to individually as a “Party” or collectively as the “Parties.”

BACKGROUND
A. MMI is a technology company with a principal market in offering software subscription services to governmental and private entities;
B. Client desires to subscribe and use MMI's software system known as the "eSOPH" or "electronic Statement Of Personal History.” The eSOPH System (defined below) is a web -based software system designed and developed to assist with pre -employment background investigations. The eSOPH Sy stem allows Client to manage pre-employment background investigations of persons who apply for employment with Client.

C. MMI is willing to allow Client and its Applicants to use the eSOPH System in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the Parties, each intending to be legally bound hereby, do promise and agree as follows:

AGREEMENT

1. DEFINITIONS. Except for the terms defined below, all initially capitalized terms used in this Agreement will have the meanings described within the text of this Agreement. As used herein, the following terms have the following defined meanings:

1.1 “Applicant” means a registered end-user that accesses the eSOPH System at the request of a Client to input or upload data or documents for the purpose of Client’s management of one or more pre -employment background investigations.

1.3 “Applicant Data” means any data transmitted by Applicant to the eSOPH System.

1.4 “Authorized User” means any user, excluding Applicant(s), who accesses the eSOPH System on behalf of Client, including independent contract companies or individuals conducting work on behalf of Client, and regulatory agency personnel such as academy and “POST” personnel of a state or other government entity.

1.5 “Available” means that the eSOPH System is: (a) available and accessible for use via the web-based interface provided by MMI, provided that Client has an operational Internet connection and all compatible hardware and software, including web browsers, required to access and use the eSOPH System; and (b) functioning in substantial compliance with the Master Agreement and the Documentation.

1.6 “Availability” shall have the meaning described in Section 2.14 (Availability Standards).

1.7 “Client” means the entity stated in the first paragraph at the top of this page, licensed to use the eSOPH System in accordance with the terms and conditions of this Agreement.

1.8 “Client Data” means all data and other information uploaded or transmitted to or keyed into the eSOPH System by Client or an Applicant.

1.9 “Client Specific Terms” means the terms and conditions specific to Client included in a Quote.

1.10 “Defect” means a failure of eSOPH System to substantially conform to the functional specifications set forth in the Master Agreement or the Documentation.

1.11 [Not Used].

Exhibit D
Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 2 OF 23

1.12 “Documentation” means any training materials, product descriptions, technical descriptions, flow charts, or other written or other tangible documentation provided or made available to Client by MMI that describes or depicts the functionality of the eSOPH System.

1.13 “Entry” has the meaning ascribed to it in Section 2.3.2.

1.14 “eSOPH System” means MMI's "electronic Statement Of Personal History" web-based software system designed and developed to assist with pre-employment background investigations, and all related Software.

The eSOPH System allows MMI’s clients to manage pre -employment background investigations of persons who apply for employment and volunteer positions with Client.

1.15 “Intellectual Property Rights” means all intellectual property rights throughout the world, whether existing under intellectual property, unfair competition or trade secret laws, or under statute or at common law or equity, including but not limited to: (i) copyrights, trade secrets, trademarks, trade names, patents, inventions, designs, logos and trade dress, “moral rights,” mask works, rights of personality, publicity or privacy, and any other intellectual property and proprietary rights; and (ii) any registration, application or right to apply for any of the rights referred to in this clause; and (iii) any and all renewals, extensions and restorations thereof, now or hereafter in force and effect.

1.16 [Not Used]

1.17 “License Period” shall have the meaning set forth in Sections 4.1 (Term) and 4.2 (Renewals), below.

1.18 “Primary Administrative User” means the Authorized User of Client’s choosing who is authorized to grant initial eSOPH System login and password credentials to another Authorized User to access and use the eSOPH System.

1.19 “Quote” means the written quotation delivered by MMI to Client for the Services, and any other costs and fees agreed by the Parties, applicable for the License Period. The most recent Quote agreed to by the Parties is hereby incorporated into this Agreement and shall supersede the terms of any prior Quote.

1.20 [Not Used]

1.21 “Security Incident” means an unauthorized third-party gaining access to Client Data in MMI’s storage, possession, or care if it was accessed in unencrypted readable form and either (a) it creates a substantial risk of harm to Client or any individual(s) or (b) applicable law requires notification to individu als’ whose personal information was accessed.

1.22 “Services” means, collectively, the provision of the eSOPH System in accordance with the Section

2.9 (Support Services) , related professional services, and any other services to be provided by MMI to Client pursuant to this Agreement.

1.23 “Service Credit” means a credit or refund issued pursuant to Section 2.14.2 (Uptime Guarantee; Remedies for Excessive Downtime) for failure to meet the Availability standards set forth in Section 2. 14 (Availability Standards).

1.24 “Setup Date” means the day of activation and setup of Client’s access to the eSOPH System, which will occur on the first day of training unless otherwise specified and agreed to in writing by the Parties.

1.25 “Software” means the eSOPH System, related proprietary software owned by MMI, and any third- party software required to operate the eSOPH System, all in machine readable, object code form, together with all enhancements, modifications, corrections and amendments thereto.

1.26 “Software Fees” means fees paid for Entries, licensing fees for access to the eSOPH System, and any fees paid for maintenance and support allocable to a given calendar month. Software Fees excludes fees paid for professional services (e.g., training, customization, se t-up, or installation) and fees paid for corrective work outside the scope of the Support Services described in Section 2.9 (Support Services).

Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 3 OF 23

1.27 “Support Request” means a written request for resolution of a Defect submitted by Client to MMI.

1.28 “Support Services” means the support and maintenance services described in Section 2.9 (Support Services).

1.29 “Total Authorized Cost ” shall have the meaning given in Section 3.6 (Total Contract Cost Authorized).

2. eSOPH SYSTEM LICENSE AND SUPPORT SERVICES

2.1 License Grant. MMI, by this Agreement, hereby grants to Client a revocable, limited license to access and use the eSOPH System commencing on the Setup Date and for the remainder of the License Period in accordance with the terms and conditions of this Agreement. MMI will provide the eSOPH System to Client in accordance with the Quote for the then -current License Period and terms of this Agreement (or any applicable successor Agreement).

2.2 Authorized User Designation . Client shall designate all current Administrative Users of the eSOPH System in accordance with Section 2.6 (Administrative Users). A current Administrative User may grant System access to additional Authorized Users. Client shall ensure its Authorized Users’ compliance with the terms of this Agreement, and Client assumes and accepts all responsibility and all liability for each of Client’s Authorized Users, and any user whom the Client, or Client’s Authorized Users, grants eSOPH System access, including all their acts or omissions while accessing and using the eSOPH System and/or any information obtained through such access and use.

2.2.1 [Not Used]

2.2.2 [Not Used]

2.3 Set-Up and Use of the eSOPH System.

2.3.1 Upon execution of this Agreement by both parties and MMI’s receipt of a purchase order issued by Client in accordance with Section 3 (Fees and Payments) , MMI will commence work with Client to establish Client’s account on the eSOPH System and provide setup and training for Client’s access and use of the eSOPH System.

2.3.2 For each Applicant, an Authorized User (with appropriate permission levels set in the eSOPH System), must create an entry method into the eSOPH System for the Applicant. One method is by entering the Applicant's legal name and other identifying information into the eSOPH System. This is considered an "Entry." An Authorized User, may then grant access to the eSOPH System to the Applicant, who may use it to submit information to assist Client in commencing its background investigation of such Applicant. The second entry method is for an Authorized User to create an access code within the eSOPH Sys tem. The access code, if given out to Applicants, will allow those Applicants with the access code to access the system with no further data entry by any Authorized User. The Applicant(s) then has/have access to the eSOPH System to submit information to assist Client in executing its background investigation of such Applicant(s). Each Applicant who accesses the system via the access code option will also be considered an “Entry”. Any Authorized Users may access and use the eSOPH System for the purpose of adding information, and accessing and reviewing information submitted by Applicant(s), third party references and other Authorized Users. Any Authorized User, including Applicants, must be capable of entering into legally binding agreements.

2.3.3 If Client intends to allow Authorized Users who are legal minors to access and use the eSOPH System, Client will, at Client’s sole expense and risk, provide a legally sufficient release agreement to be executed by the minor’s legal guardian(s), prior to the minor’s access to the eSOPH Sys tem. The release must include language legally sufficient to hold MMI harmless and release MMI of all liability. Client agrees it shall be solely liable for such use by minors, and will retain all executed release agreements, and will provide MMI a fully legible copy of the requested release agreement(s), if so requested by MMI, within five calendar days of MMI’s request. Client is solely responsible for researching and complying with all laws regarding a minor’s access to and use of the eSOPH System.

Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 4 OF 23

2.4 Restrictions on Use.

2.4.1 Except as expressly permitted below, Client , including its Authorized Users , is strictly forbidden from entering at any time fictitious data (e.g., names, social security numbers, addresses, phone numbers or other data) into the eSOPH System for “testing,” “training,” or any other purpose. MMI reserves the right to invoice Client at MMI’s then-standard hourly rate, for the removal of any fictitious data entered by any Authorized User. MMI will provide to Client a “fake” applicant name and the other information necessary to conduct training and testing with its Authorized Users, at Client’s request. MMI will remove the “fake” applicant from the eSOPH System, after requested by Client, at completion of Client’s testing or training.

2.4.2 Client may use the eSOPH System only to aid in pre -employment background investigations for those Applicants who have applied for employment or a volunteer position within the Client’s specific government agency (e.g., state government, township, county, city, and village).

2.4.3 Client shall not permit any person to, access or use the eSOPH System to send or store obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children, or which infringes or otherwise violate third-party privacy rights, or harmful computer code.

2.5 Acknowledgment of Ownership and Limited License Rights . As between MMI and Client, MMI is the sole and exclusive owner of the eSOPH System (including all updates), Documentation, and all Intellectual Property Rights associated therewith. The eSOPH System is licensed for limited use, not sold, to Client.

Client shall have only the rights specifically granted by MMI under this Agreement. No additional rights are granted or may be inferred. Client shall not: (i) make any modifications to any portion of the e SOPH System to which it is not intended to have access, via the user interface; (ii) copy, modify, or create derivative works or improvements of any portion of the eSOPH System , Software or Documentation ; (iii) rent, lease, lend, sell, sublicense or assign eSOPH or the Documentation to any person, including on or in connection with the internet or any time -sharing, service bureau, software as a service, cloud or other technology or service ; (iv) attempt to reverse engineer, disassemble, reverse translate, decompile, decode or copy any portion of the eSOPH System , Software or Documentation; (v) access or use eSOPH for the development, provision, or use of a competing software service or product, nor assist any third-party in doing so; (vi) remove any patent, trademark, service mark, copyright or other proprietary rights notices which MMI places on the eSOPH System, Software or Documentation; or (vii) take any other actions inconsistent with the limited rights granted by this Agreement.

2.5.1 Client shall immediately notify MMI of any activity to which it becomes aware which may constitute infringement or attempted infringement of MMI’s rights in and to the eSOPH System or any third- party rights, including violations of intellectual property law(s). Client shall provide MMI with all reasonable assistance necessary or desirable for MMI to protect any of its rights, including without limitation its Intellectual Property Rights, in connection with t he eSOPH System and agrees, upon written request f rom MMI, to furnish any and all records and information regarding the party suspected of infringement.

2.6 Administrative Users. Client shall designate one person as their Primary Administrative User and one person as their Backup Primary Administrative User. Contact information for the two admin users must be kept up to date with MMI. To ensure data and system security of Client’s system and data, these two users shall be the only two users who can request and authorize the removal or disabled or lockout statuses of Authorized User accounts, or any other support that involves adding or removing system or account access. When the Primary or Backup Administrative User changes, the outgoing Primary or Backup Administrative User must send written notice via email to [email protected] from their official (Client’s) email, instructing eSOPH Support to remove them from the role and add the new individual as their replacement.

2.7 System Updates. The eSOPH System may be updated on an as -needed basis by MMI or MMI contracted service providers. Client may need to update its Internet browsers, connections, Internet service, and some hardware from time to time to permit ongoing compatibility with the eSOPH System. While eSOPH has been tested and works with all major browsers, Google Chrome is recommended.

Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 5 OF 23

2.8 Sample Forms. The scope, content, format and other details of information and materials requested from Applicants through eSOPH as well as the fo rms and fields used to collect such information are within the exclusive control of Client and its Authorized Users. Any default or sample forms or fields provided or pre-loaded on the eSOPH System (“ Sample Forms”) are provided by MMI “as is” with no warranty of any kind, express or implied. If Client uses such Sample Forms, Client does so at Client’s own risk, and Client is solely responsible for evaluating such Sample Forms’ suitability for Client’s purposes and making any necessary or appropriate changes, including without limitation changes required for compliance with laws and regulations that apply to Client. Client understands MMI does not maintain or provide updates to forms or other content within the control of Client through the user interface . Client is responsible for all updates to forms to maintain compliance with their own internal policies as well as state and federal regulations and laws.

2.9 Support Services. MMI shall provide the following services (the “Support Services”) with respect to the eSOPH System:

2.9.1 MMI will use its commercially reasonable efforts to: (i) maintain the eSOPH System so that it operates without Defects; (ii) host and make the eSOPH System Available at all times excluding Scheduled Downtime; and (iii) cure or minimize the adverse impact of any Defect as soon as is reasonably practicable after such Defect is reported in accordance with this Section 2.9 (Support Services).

2.9.2 Subject to Client’s maintaining suitable environments and systems that are compatible, MMI shall provide, install, and implement, as they become available, any bug fixes of the eSOPH System that are provided by MMI free of additional charge to all licensees of the eSOPH System.

2.9.3 Excluded Services . The Support Services do not include any of the following: (a) configuration of other applications required to access eSOPH System, including, but not limited to Client’s internet service, operating systems, firewalls, or networking components; (b) Client’s ongoing training needs; (c) any version upgrades of Client’s 3rd party software used in connection with the eSOPH System; (d) enhancements, modifications, or customization to the eSOPH System performed at the Client’s request and not intended to resolve a Defect; or (e) resolution of Defects caused by any of the events described in Section 2.13 (Exclusions), below.

2.9.4 MMI Support Hours. MMI will provide support as outlined in this Agreement 365 days a year, 24 hours a day.

2.10 Support Request Requirements. In order that MMI can provide effective and efficient support, Client should comply with the following procedures in requesting Support Services:

2.10.1 If an Administrative User cannot timely resolve a problem through configuration(s) they have access to, or if the problem repeats, then a Support Request should be submitted to MMI. (a) Certain actions can only be performed by Client’s Administrative User(s), including: adding, disabling or removing lock-out or disabled statuses from User Accounts.

2.10.2 [Not Used]

2.10.3 Information Required in Support Request. Each Support Request must include the following information, at a minimum (“Minimum Required Information”):
(a) Names of Applicants, References and Authorized Users involved with clear notation of their title;
(b) Date and time of each occurrence;
(c) Computer operating system used by party experiencing the defect; (d) Name of internet browser and version;
(e) Specific steps to allow MMI personnel to recreate the issue; Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 6 OF 23 (f) Exact wording of any error message received, URL or name of page it was received on, or a screen shot of the error;
(g) A description of all steps previously completed to resolve the defect; and (h) If MMI has permission to contact the party directly, if needed. Include contact information.

2.10.4 Additional Information. In addition to the Minimum Required Information listed above, Client shall provide MMI with such other information, files, and records related to the Defect that MMI reasonably requests.

2.10.5 [Not Used]

2.11 [Not Used]

2.12 [Not Used]

2.13 Exclusions. MMI shall not be responsible for resolving and expressly disclaims liability and responsibility for lack of Availability or Defects to the extent caused by any of the following:

2.13.1 Client’s negligence, abuse, misapplication, misconfiguration, or misuse of eSOPH System, including use of the eSOPH System in violation of the Master Agreement , MMI-provided training, or any written instructions provided by MMI to Client from time to time;

2.13.2 Use of eSOPH System with any hardware, operating system version or network environment that is not supported by MMI, or other problems resulting from defects in Client’s or a third party’s software or hardware; or,

2.13.3 Problems with Client and/or its Authorized Users’ telecommunications systems, Client and/or its Authorized Users’ internet service provider, or the public internet to the extent affecting internet performance on a general basis (e.g., such as a regional ou tage), natural disasters, denial of service attacks, acts of terrorism, labor strikes, any other force majeure event, or any other event reasonably beyond MMI’s control.

2.14 Availability Standards

2.14.1 Scheduled Downtime . MMI shall strive to avoid and minimize disruptions to the availability and functioning of the eSOPH System. The eSOPH System may be unavailable for scheduled backup and system maintenance (“Scheduled Downtime”) during off-peak hours between the hours of 10:00 p.m. and 3:00 a.m., Pacific Standard Time (the “Maintenance Window”). On a limited and discretionary basis, MMI may adjust the Maintenance Window to occur between the hours of 7:00 p.m. and 3:00 a.m. Pacific Standard Time by providing Client with at least 24 hours’ notice posted on the log-in screen of the eSOPH System. MMI shall use its best commercially reasonable efforts to schedule all planned downtime during such Maintenance Window. If emergency maintenance must be performed on the eSOPH System which, in MMI’s sole discretion, cannot wait until the normal Maintenance Window, MMI will promptly notify Client of such lack of Availability (in advance, if possible) and undertake reasonable commercial efforts to minimize the impact and duration of a ny such maintenance activity. Any such downtime for maintenance occurring outside the Maintenance Window shall not be deemed Scheduled Downtime for purposes of calculating the Availability percentage described in Section

2.14.3, below.

2.14.2 Uptime Guarantee; Remedies for Excessive Downtime . MMI shall provide Availability of the eSOPH System at least 99% of the time, excluding Scheduled Downtime and lack of Availability caused by the events described in Section s 2.13 and 2.14.3 . In the event the Availability of the eSOPH System falls below 99% in any calendar month, MMI will issue to Client a service credit (“ Service Credit”) in the form of additional Entries equal to the percentage of Entries purchased by Client for the calendar month (Entries per current License Period divided by the total months in the respective License Period) set forth in the table below corresponding to the actual Availability of the Software. To receive Service Credits, Client must submit a written request to MMI within fifteen (15) days after the end of the calendar month in which the eSOPH System failed to Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 7 OF 23 achieve 99% Availability, or Client’s right to receive Service Credits with respect to such unavailability will be waived by Client. The remedies stated in this Section are Client’s sole and exclusive remedies and MMI’ sole and exclusive obligations for service interruption or lack of Availability.

2.14.3 Availability is measured by the following formula: x= (n - y) *100 / n where: “x” is the Availability percentage; “n” is the total number of hours in the given calendar month minus Scheduled Downtime; and “y” is the total number of downtime hours exclusive of Scheduled Downtime and downtime caused by the events set forth in Section 2.13 (Exclusions) in the given calendar month.

TABLE 2.14

DOWNTIME FEE CREDIT
Availability Percentage of Monthly Software Fees
Credited
> 99.0% 0%

95.0% - < 99% 3%

90.0% - < 95.0% 5%

80.0% - < 90.0% 10%

3. FEES AND PAYMENT

3.1 Subscription, Setup and Support Fees. Client will pay to MMI the amounts for services in accordance with Section 3 (Fees and Payments). Payments made to MMI by Client will be in USD.

3.1.1 Client Set -up. Upon receipt of this fully executed Agreement and Client’s purchase order, MMI will begin the set -up process of Client on the eSOPH System in accordance with the terms of the Agreement.
(a) Client is responsible for scheduling end user training with MMI within 45 calendar days from the date of admin setup and training. End user training must be completed within 60 calendar days from the date of admin setup and training. If Client fails to complete the end user training within the timeline stated, the admin setup and training may need to be redone. If the admin setup and training is redone, MMI will invoice Client again for admin setup and training at a slightly reduced rate. Client agrees to pay such invoice in accordance with the payment terms outlined in this Agreement.

3.1.2 Fees for Subscription and Support. Client is responsible to pay for all Services listed on the Quote(s) that have been accepted through Client’s issuance of a Purchase Order. Client shall also be responsible for payment of all amounts due for data storage and optional services. The cost of these Services are listed on all Quotes and invoices.

3.1.3 Additional Training. Additional training is available on a cost per hour basis and must be approved in advance by the Client’s administration or management having authority to authorize purchases.

3.1.4 Corrective Services. MMI reserves the right to Invoice Clien t no more than $200 per hour for any Corrective Services Client requests. “Corrective Services” are typically services needed by Client from MMI to correct a mistake made by Client’s Authorized Users, which cannot be corrected by Client through the User Interface. Requests must be received by MMI in writing from the Primary Administrative, Backup Primary Administrative User or higher authority within Client’s organization . A one -hour minimum will be charged for Corrective Services performed by MMI.

3.1.5 Entries.

Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 8 OF 23 (a) The number of Entries desired by Client for each License Period shall be included in a Quote provided to the Client . The entire quantity of Entries listed on the Quote will be added to Client’s eSOPH system once Client’s Purchase Order on the Quote is received by MMI. Entries will be not added and invoiced to Client without MMI’s receipt of Client’s Purchase Order based on a valid, non -expired quote from MMI.
(b) Unused Entries which have been paid for will be carried over automatically to the next License Period, when eligible. To be eligible, Client may not have any outstanding invoices that are past due by more than 60-days.
(c) [Not Used]
(d) Non-Fixed-Price Entries. Pricing of Entries for each License Period will be subject to MMI’s then-standard rate for Entries.

3.1.6 Data Storage Overage. The amount of data storage used in excess of that stated in the then-current Quote will be invoiced at the price listed on the then-current Quote for the License Period. Invoicing intervals for Data Storage fees will be set at the discretion of MMI, which will be no more than once per month.

Data storage is calculated by the space use d by Client on the main production system(s) only; space used for backups is not invoiced. Due to time zone differences, data usage calculations may vary by up to three hours.

MMI is unable to carry over credit for data storage not used during a License Period. Archive data storage used by Client (subject to availably) will be invoiced at the price listed on the most current Quote Client.

3.1.7 [Not Used]

3.1.8 [Not Used]

3.2 Invoices; Payment. Invoices shall be issued in accordance with the payment terms set forth in this Agreement. All pre-approved expenses and other charges, if applicable, will be listed on the invoice as a separate item. The Parties agree the terms and conditions of this Agreement will supersede any conflicting or additional terms set forth in any purchase order docume nts. Unless otherwise provided in this Agreement, Client will pay the undisputed amounts of any invoices within thirty (30) days of the invoice date.

3.2.1 To request additional Entries and related services, Client shall email [email protected] with the number of Entries and a list of other services they wish to be included on a Quote. Client shall also include the top step hourly rate for the classification conducting the background investigations within their agency. When MMI receives Client’s Purchase Order, the Entries and other applicable services will be added to Client’s eSOPH system and Client will be invoiced for those services. For more information regarding eSOPH pricing, please request MMI’s eSOPH Pricing Information document.

3.3 Disputes. Client will notify MMI of any disputed charges, in writing, within fifteen (15) days from the date of invoice. The written dispute will include the bases of the dispute and must include each term of the Agreement that validates Client’s bases for dispute. MMI and Client will attempt in good faith to resolve any dispute.

If the Parties resolve the dispute, MMI will re-invoice for the agreed amount and payment will be due upon receipt of the invoice. If the Parties fail to resolve the dispute within thirty (30) days after the notice by Client, then MMI will consider all disputed amounts as immediately due and payable, and failure of Client to make payment shall be considered a material breach pursuant to Section 4.3.5, below.

3.4 Taxes and exemptions . Client shall also pay or arrange exemption from any taxes, charges, or other fees imposed on its use of the eSOPH System (other than taxes on MMI’s income), including any applicable sales and/or use tax. If Client is a government agency and represents it is exempt from state or local sales or use tax, and it’s later determined Client is not exempt from such tax, Client is responsible for paying or reimbursing MMI for all outstanding sales or use tax, including any penalties and interest.

3.5 [Not Used]

3.6 [Not Used]
Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 9 OF 23

4. TERM, RENEWAL AND TERMINATION

4.1 Term. This Agreement shall commence on the Effective Date and continu e in effect for one (1) year (the initial “License Period”), and any subsequent renewal License Periods pursuant to Section 4.2 (Renewal), below.

4.2 Renewal. This Agreement shall not renew without action by Client . Client may renew this license annually for one (1) year periods (each a “License Period”) upon MMI’s receipt of Client’s Purchase Order, which must be based on a non -expired Quote from MMI. The Parties agree that Client’s issuance of a Purchase Order will extend all terms of this Agreement for an additional License Period of one (1) year.

4.2.1 [Not Used]

4.2.2 [Not used]

4.3 Termination.

4.3.1 If this Agreement is not renewed in accordance with Section 4.2, it shall automatically terminate upon expiration of the then-current License Period.

4.3.2 Either Party may terminate this Agreement prior to expiration of a License Period without cause upon sixty (60) days prior written notice to the other Party, per the following terms and conditions. (a) If Client terminates this Agreement prior to expiration of the current License Period, Client shall be responsible for payment for all data storage fees and fees for any optional services used.

MMI will not issue any refund(s) on amounts already paid to MMI for services MMI delivered, regardless of whether actually used by Client.
(b) If MMI unilaterally terminates this Agreement prior to expiration of the current License Period without cause, MMI will issue Client a refund for up to 50% of the remaining Entries, minus any outstanding charges owed by Client. MMI does not issue refunds in greater amounts, or for other circumstances, due to the upfront expenses MMI sustains from data storage costs and continuous maintenance of the eSOPH System.

4.3.3 MMI may terminate this Agreement immediately upon Notice and without allowance for cure, upon any breach by Client of Section 2.4 (Restrictions on Use), or Section 2.5 (Acknowledgement of Limited Rights); or if Client or any of its Authorized Users violates MMI’s Intellectual Property Rights.

4.3.4 Either Party may terminate this Agreement with cause upon thirty (30) days written Notice to the other Party in the event the other Party: (a) becomes insolvent; (b) makes an assignment for the benefit of creditors; (c) files a voluntary bankruptcy petition; (d) acquiesces to any involuntary bankruptcy petition; (e) is adjudicated bankrupt; (f) ceases to do business; (g) or other reason amounting to any violation of law connected to the use of the eSOPH System.

4.3.5 Without limiting the Parties respective rights in Sections 4.3.3 and 4.3.4 above, either Party may terminate this Agreement with cause in the event that the other Party breaches this Agreement and the breaching Party does not cure such breach within thirty (30) days after receiving the written Notice of the breach and intent to terminate from the non-breaching Party. If either Party gives Notice to the other for substantially the same breach three (3) times during a twelve (12) month period, the non -breaching Party may terminate this Agreement immediately with cause upon delivery of the third Notice to the breaching Party.

4.3.6 A Party’s termination of this Agreement under this Section 4.3 does not limit either Party from seeking other appropriate legal or equitable remedy for any breach.

4.4 Effect of Termination. In the event of termination, except as set forth in Section 4.3.2(b) above, Client shall have no right to refund for payments made pursuant to Section 3 of this Agreement. Client shall be obligated to pay in full upon Termination all invoices which were not disputed prior to the Termination. Client may Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 10 OF 23 continue to access previously entered Client Data in the eSOPH System for a period of thirty (30) calendar days after Termination in order to facilitate Client retrieval of Client Data.

4.5 Survival. Where the context, nature, or express terms of any provision indicates intent that it shall survive termination or expiration of this Agreement, then it shall survive the same, including without limitation Sections 1 (Definitions), Section 2.4 (Restrictions on Use), Section 2.5 (Acknowledgement of Ownership and Limited License Rights), Section 3 (Fees and Payment), Section 4.3 (Termination), Section 5 (Data Access, Confidentiality and Security), Section 6 (Representations and Warranties), Section 7 (Limitation of Liability), Section 9 (Corrective Actions), Section 10 (Insurance), Section 11 (Noti ces) and Section 12 (General Terms and Conditions).

5. DATA ACCESS, CONFIDENTIALITY AND SECURITY

5.1 Authorized User Access Only. Client is responsible for all use of its Authorized Users accounts on the eSOPH System. Client shall ensure that its Authorized User(s) properly control and limit access to the eSOPH System to Client’s appropriate Authorized Users, and that Client’s Author ized Users properly protect their logins, passwords and all other login credentials to prevent unauthorized access and misuse of Client Data, Applicant Data and any other information that may be accessed through the eSOPH System. Client is responsible for its own policy regarding Authorized Users changing their passwords, minimum password complexity requirements beyond what is required by the eSOPH System, and which computer terminals may be used to access the eSOPH System by its Authorized Users, including any unattended devices or computers logged into the eSOPH System. Client shall ensure any previous Authorized User who no longer has a valid purpose to access the eSOPH System will have their eSOPH System login credentials disabled within the eSOPH System, without delay. Former Authorized Users who separate from their relationship with Client shall have their login credentials immediately disabled, without delay, by Client. Client will ensure that each Authorized User has uniq ue login credentials; an Authorized User may not share or disclose its login credentials to any other person, even if such other person is also an Authorized User.

5.2 Two-Factor Authentication. Client acknowledges the eSOPH System offers optional two-factor authentication using Google Authenticator, and that “One Time Passcode” two-factor authentication via email, is standard and mandatory on all Authorized User and Applicant logins. Individual Authorized Users and Applicants can upgrade to Google Authenticator, if desired.

5.3 Client’s Sharing of Applicant Data. The eSOPH System allows Client to externally share Applicant data and other information about Applicants from the eSOPH System. If Client or its Authorized User(s) share Applicant Data or other information about an Applicant with a third party, Client mus t: (i) possess valid, signed authorization from each Applicant whose Applicant Data or information is to be shared, legally adequate to authorize Client to share such Applicant Data or information, (ii) refrain from violating any law, policy, term or rule by sharing, transmitting or otherwise disclosing such Applicant Data or information, and (iii) keep the Applicant Data and information secure and private in accordance with any and all applicable privacy laws, and other legal requirement(s) and obligation(s).

5.4 MMI’s Sharing of Basic Applicant Data. Client acknowledges and understands a valuable part of the eSOPH System is the ability for Client to determine if an Applicant has been entered into the eSOPH System by other MMI client(s). If Client enters an Applicant into the eSOPH System, the eSOPH System will disclose if any other MMI client has previously entered the same Applicant into the eSOPH System. “Basic Applicant Data” information produced to other MMI clients is limited to: Agency/entity name, position applied for, entered date, and closed date. The eSOPH System will also display the point of contact for any other agency(s) who have previously entered the Applicant into the eSOPH System. If Client purges their backgrounds from the eSOPH System, the Basic Applicant Data (as defined in this Section) will remain on the eSOPH System and be visible to other MMI clients. Further information regarding another agency’s entry of an Applicant, must be gained through that agency’s permission and their own internal process(es). Client, through execution of this Agreement, acknowledges this feature of the eSOPH system and that MMI cannot disable this feature.

Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 11 OF 23

5.5 Security Incident. In the event MMI learns of a Security Incident that involves potential or confirmed unauthorized access to Client Data, MMI will take all reasonable steps to notify Client within 24-hours of learning of the breach. Notification will be made to at least one of Client’s Primary Administrative User and Backup Primary Administrative User using the contact information on file for these Authorized Users. At the request of Client, and with Client’s cooperation and assistance, MMI will work together with law enforcement and other personnel in connection with the unauthorized access into the eSOPH System. MMI takes the privacy and security of data seriously, and uses reasonable administrative, technical, and physical safeguards to protect the confidentiality and security of all Client Data. Clients are encouraged to review MMI’s eSOPH Security Overview, which is updated as needed by MMI from time to time and is available upon request.

5.6 Ownership of Client Data. Client owns all Client Data entered into the eSOPH System by its Authorized Users and its Applicants, including Applicant Data entered in response to the Client’s request for information to process an Applicant’s background investigation. MMI will not share Client Data with third parties, except as expressly stated in this Agreement or by written authorization from Client.

5.7 Post-Termination Retention of Data. Without limiting Client’s rights to Client Data and Applicant Data hereunder, MMI may retain and store the following data during and after the term of this Agreement:

Applicant name, Applicant telephone number, Applicant mailing address, Applicant email address, Applicant year of birth, date the Applicant was entered into the eSOPH System, Applicant’s background investigation close date, position Applicant has applied for with Client, and the legal agreements (e.g., MMI’s Electronic Signature Agreement, Terms of Use and Privacy Policy) related to any Authorized User’s or Applicant’s use of the eSOPH System. MMI may retain such information and use it to comply with applicable law and the eSOPH System Terms of Use and Privacy Policy and for the purposes described in Section 5.4 (MMI’s Sharing of Basic Applicant Data).

Other than as stated in this Agreement, MMI will not use such information for other purpose unless authorized in writing by Client.

5.8 Confidential Information. In performance of this Agreement, the Parties may directly or indirectly disclose to each other confidential information, proprietary information, or confidential data (“Confidential Information ”). “Confidential Information” shall include any data and/or information that is identified by either Party as confidential (either orally or in writing) or is of such a nature that a reasonable person would understand such information to be confidential, including, but not limited to, (a) trade secrets or confidential business information of either Party, including without limitation information about such Party’s technology, financial information, and plans; and (b) personal information of employees, Applicants, and Authorized Users, including but not limited to, images, names, addresses, Social Security numbers, e -mail addresses, telephone numbers, financial profiles, credit card information, driver’s license numbers, medical data, law enforcement records, educational records or other inf ormation identifiable to a specific individual that relates to any of these types of information (“Personally Identifiable Information” or “PII”).

5.9 Exclusions from Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information the receiving Party can prove by clear and convincing written contemporaneous evidence is: (1) publicly known through no fault or negligence of the receiving Party; (2) rightfully possessed by the receiving Party prior to disclosure by the disclosing Party; (3) rightfully obtained by the receiving Party from a third-party in lawful possession of such Confidential Information without obligation of confidentiality; (4) independently developed by the receiving Party without reference to or use of the disclosing Party’s Confidential Information.

5.10 Restrictions on Use and Disclosure . Each party shall not use the other party’s Confidential Information for any purpose other than performance of its obligations and exercise of its rights under this Agreement.

Furthermore, each party shall not disclose the other party’s Confidential Information to any third party except to such party’s employee s, contractors, and other representatives who (a) have a bona fide need to know such Confidential Information for purposes of performing this Agreement, (b) have been informed of the confidential nature of such information, and (c) have agreed in writing or are otherwise legally bound not to use or further disclose such information except as permitted by this Agreement.

Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 12 OF 23

5.11 Disclosure Required by Law. Notwithstanding the foregoing, Confidential Information may be disclosed by a receiving Party to the extent required to be disclosed by public disclosure law or a court order, subpoena, or similar legal requirement; or necessary to disclose to prevent seve re physical injury to or loss of life of an individual; provided, however that the receiving Party shall notify the disclosing Party prior to such required disclosure promptly and sufficiently in advance to permit the receiving Party to contest or limit such required disclosure, including without limitation redaction of trade secret information prior disclosure.

5.12 Public Records Request. MMI acknowledges that, if Client is a public entity, it is at all times subject to state public records acts, as now existing or as amended. If Client is a public entity and receives a public records request for all or any portion of this Agreement, includ ing any documents or materials provided to Client under this Agreement, generally such information may be deemed a public record and disclosure may be necessary to the public records requester.

5.13 Storage and Encryption. During the Term of this Agreement, MMI will store and maintain Client Data and Applicant Data for use and access by Client and its Authorized Users under the terms of this Agreement.

MMI will ensure industry standard data encryption methods are in place f or storage of Client Data and Applicant Data. All Client Data will be stored within the United States.

5.14 CJIS Compliance; Background Checks. MMI will comply with Criminal Justice Information Systems (“CJIS”) rules and regulations as they may apply to Applicant s, Client Data and system security. MMI shall ensure all employees and contractors of MMI granted access to Client Data satisfactorily complete a background check and meet the requirements set forth by CJIS for access to Client Data. All MMI personnel with access to Client Data must execute nondisclosure agreements and sign a CJIS Security Addendum, in addition to maintaining a current CJIS Security Awareness Training certificate. MMI personnel with active clearances can be viewed on CJIS Online.

5.15 Backups. For Client Data on the production system, MMI shall record snapshot copies of Client Data hourly during the Term and shall record full backup copies of Client Data once per week. Backup copies are stored on both MMI’s production server, to enable a quick restore if necessary, and remotely within Amazon Web Services GovCloud. Backup records that are older than one calendar week are automatically purged from MMI’s production system. At least three months of backup copies are stored remotely within AWS GovCloud. MMI uses proprietary software to monitor the automated tasks of Microsoft SQL. For Client Data the Client has sent to the archive storage solution: This data will be retained within the archive storage system until such time as Client purges such data or the Agreement is Terminated per the terms of this Agreement. Data sent to archive storage by the Client is not backed up to help control costs and offer a less expensive long-term storage solution for the Client.

5.16 [Not Used]

5.17 Acts or Omissions of Client. MMI shall have no responsibility or liability with respect to, and Client shall solely be responsible and liable for, any Security Incident and any loss, expense, damage, cost, or liability associated therewith, to the extent caused by or resulting from an y act or omission of Client or Client’s Authorized Users, employees, contractors (excluding MMI), or agents, including without limitation: (a) their loss of control of any device; (b) their failure to maintain the confidentiality of their log -in credentials; (c) their transmission of data via methods that are not secure; (d) any vulnerability in their environment, systems, hardware, software, or physical or administrative security safeguards or procedures; (e) their use of the eSOPH Platform in violation of this Agreement or any Documentation; (f) their failure to obtain adequate release(s), waiver(s), or legally or contractually required consent; (g) Client’s failure to maintain hardware and software that are compatible with any updated or security patches released and implemented by MMI; (h) Client’s declining to implement two-factor authentication as described in Sections 5.2 (Two-Factor Authentication).

6. REPRESENTATIONS AND WARRANTIES

6.1 Client represents and warrants that:

Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 13 OF 23

6.1.1 Client has full right, power and authority to enter into and perform its obligations according to the terms of this Agreement;

6.1.2 To Client’s knowledge, the Client Data does not and will not infringe or misappropriate any copyright, patent, trade secret, trademark, or other proprietary right held by any third-party and is free of any lien, claim, security interest or encumbrance; and

6.1.3 Neither Client nor any of its employees has received, offered or provided, nor will it receive, offer or provide, directly or indirectly, any gift, gratuity, favor, entertainment, loan or other thing of monetary value to any employee or agent of MMI as an inducement to do business with MMI. Client further warrants its Authorized Users have not, and will not engage in any collusion with any other potential supplier to secure this Agreement.

6.1.4 Client and its Authorized Users will not use the eSOPH system to transmit any data via email messaging, SMS/text message or other feature of eSOPH that violates CJIS policy.

6.2 MMI represents and warrants that:

6.2.1 MMI has full right, power and authority to enter into and perform its obligations according to the terms of this Agreement;

6.2.2 To MMI’s knowledge, the Software complies with all applicable national, state, and local laws and regulations and, to MMI’s knowledge, does not contain any material that infringes, violates, or misappropriates the Intellectual Property Rights of any third party, and (ii) to the extent the Software contains any materials subject to third party rights, MMI has obtained any and all necessary clearances, releases, approvals, licenses, or consents from third parties and made any and all required payments to third parties (including without limitation to unions or guilds) so that Client and its Authorized Users can exercise the rights and licenses authorized under this Agreement;

6.2.3 For the Term of this Agreement, the eSOPH System will operate substantially in conformance with any written specifications contained in any current MMI Documentation and in this Agreement, including the Client Specific Terms of the Quote. MMI’s sole obligation to Client and Client’s sole remedy under this warranty is to correct the eSOPH System so it will perform within any represented specifications or refund the related license fee, whole or in part. This warranty is void if any unauth orized modifications are made to the eSOPH System or if the eSOPH System is not used in compliance with the terms of this Agreement; and

6.2.4 Except for the limited warranty provided in this Agreement, the eSOPH System and any other MMI products and services are provided “As Is” and MMI disclaims all warranties, express or implied, that may arise either by the Parties’ agreements or by operation of law, including without limitation any warranty of merchantability or fitness for a particular purpose. MMI does not warrant the operation of the eSOPH System shall be error or “bug” free or that the eSOPH System will meet the requirements or expectati ons of Client, its Authorized Users or Applicants.

7. ASSUMPTION OF RISK; LIMITATION OF LIABILITY

7.1 Assumption of Risk; Limitation of Liability. Each Party shall be solely liable for third party claims arising from any willful or negligent act or failures to act, or the errors or omissions, of the Party’s owners, officers, employees, agents or contractors. Excepting for the breach provisions of this Agreement, neither Party to this Agreement, nor any of such Parties’ respective Affiliates, trustees, directors, officers, employees, fellows or agents shall be responsible or liable to the other Party for any injury, loss, or damage of any kind, including but not limited to indirect, special, incidental consequential, punitive damages or lost profits, relating to design, development, specification, manufacture, productio n or use of the eSOPH Software and Services or any part thereof. The limitations on liability of the previous sentence shall apply even though a Party may have been advised of the possibility of such injury, loss or damage. This paragraph shall not apply to any obligations to maintain specific insurance requirements pursuant to any provision of this Agreement. Nothing in this Agreement Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 14 OF 23 shall be construed to limit any remedies available to the Parties in law or equity , including but not limited t o injunctive relief and/or any indemnification obligations arising from this Agreement.

7.2 [Not Used]

8. NOTIFICATION OF THIRD-PARTY ACTION OR CLAIM. Client shall notify MMI of any third party lawsuit, action, and proceeding or claim brought or threatened by a third party against Client or its employee, subcontractor, or other representative or agent based in part on Client’s or an Applicant’s use of the eSOPH System, including without lim itation (a) claims regarding privacy, security, collection, use, processing, or disclosure of Client Data collected through or stored by the eSOPH System, (b) and claims where it is reasonably likely that MMI will be named as a party or witness.

9. CORRECTIVE ACTIONS. If all or any part of the Software is held, or MMI determines that it could be held, to infringe, wrongfully use or misappropriate any third-party intellectual property right, MMI at no cost to Client: (a) will procure for Client the right to continue using the eSOPH System in accordance with its rights under this Agreement; (b) replace the item with a substantially equivalent item that does not infringe, wrongfully use or misappropriate any third-party intellectual property rights; or (c) modify the item (without material loss of functionality) so that it no longer infringes, wrongfully uses or misappropriates any third -party intellectual property right. If MMI is unable to successfully accomplish any of the actions described above after using its commercially reasonable best efforts to accomplish each of them in a timely manner, then MMI will refund to Client a pro-rated amount of the license fees paid by Client hereunder in connection with the unused portion of its licensed rights to the eSOPH System under this Agreement. The remedies set forth in this Section 9 are Client’s sole and exclusive remedy and MMI’s sole obligation with respect to breach of the warranty contained in Section

6.2.2. 10. INSURANCE

10.1 Throughout the Term MMI, at its sole expense, will carry and maintain at minimum : (a) Commercial General Liability Insurance in the amount not less than $1,000,000 combined single limit per occurrence, $2,000,000 aggregate; (b) Professional Liability Insurance in the amount not less than $1,000,000 per claim and in the aggregate; and (c) “Cyber” Insurance in the amount not less than $1,000,000 combined single limit occurrence, $2,000,000 aggregate. MMI will request a Certificate of Insurance from the insura nce agent or carrier listing Client as an Additional Insured, and provide the certificate to the Client.

10.2 Client represents it is self-insured or has appropriate insurance to fulfill and maintain its obligations and duties under this Agreement.

11. NOTICES. All notices and requests in connection with this Agreement will be deemed given as of the day they are received either by messenger, delivery service, or in the United States of America mails, postage prepaid, certified or registered, return receipt requested, and addressed to MMI or Client at the following addresses:

For Miller Mendel, Inc., copy of Notice(s) to: For Client, copy of Notice(s) to:

Mr. Kurt Rylander
Rylander & Associates
406 W 12th St
Vancouver, WA 98660

12. GENERAL TERMS AND CONDITIONS

12.1 Assignment. Client may not assign any of its rights or obligations under this Agreement without the prior written consent of MMI, which may be withheld at MMI’s sole discretion. MMI may assign this Agreement and MMI’s rights and obligations under this Agreement as part of a merger or an acquisition of MMI’s eSOPH business, provided that such acquirer is willing and able to assume and perform MMI’s obligations under this Agreement, or as mutually agreed to between Client and the new owner. Subject to this Section 12.1, this Agreement Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 15 OF 23 will inure to the benefit of and be binding upon the heirs, successors, subcontractors, and assigns of the respective Parties.

12.2 Compliance With Laws. Each Party will, at its expense, obtain all permits and licenses, pay all fees, and comply with all federal, state and local laws, ordinances, rules, regulations, codes and orders applicable to its performance under this Agreement.

12.3 Construction. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, then that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any ot her provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party. This Agreement has been negotiated by the parties and their respective counsel and will be interpreted fairly in accorda nce with its terms and without any strict construction in favor of or against either party.

12.4 Governing Law . The construction, interpretation and enforcement of this Agreement shall be governed by the state and local laws of the jurisdiction Client is located within and applicable federal laws of the United States, without consideration of conflicts of laws provisions , and for Clients which are federal entities by federal law as applied to contracts performed with the United States government. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sal e of Goods, the application of which is expressly disclaimed.

12.5 Headings. The headings and sections in this Agreement and any exhibit, are for convenience and will not be construed to define or limit any of the terms or affect the meaning or interpretation of this Agreement and any exhibit.

12.6 Independent Contractor. MMI and Client are independent contractors under this Agreement, and nothing in this Agreement may be construed to create a partnership, joint venture, franchise or agency or fiduciary relationship between them. Neither Party has any authority to enter into agreements or make any representations of any kind on behalf of the other Party.

12.7 Nonexclusive Agreement. It is expressly understood and agreed that this Agreement does not grant to Client any exclusive privileges or rights, and MMI may contract with other clients and customers.

12.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The parties agree that any facsimile copy, including those exchanged electronically as a .pdf, of a signed counterpart of this Agreement will be treated the same as a signed original of this Agreement.

12.9 Entire Agreement . This Agreement together with the non-expired Quote(s), attached hereto contains the entire agreement and understanding of the Parties with respect to the transactions and matters contemplated herein, supersedes all prior and contemporaneous agreements or negotiations between Client and MMI concerning the subject matter hereof, and cannot be amended except by a writing dated subsequent to this Agreement and signed by both Parties. To the extent the terms and conditions of this Agreement con flict with the terms and conditions of any Purchase Order terms issued in the future, the terms and conditions of this Agreement will control.

No course of dealing or usage of trade may be invoked to modify the terms and conditions of this Agreement.

12.10 Copies Shall Be Considered Originals. Any complete, legible signed copy of this Agreement shall be considered an original. Electronic signatures will be considered valid.

12.11 Signing Authority. Client represents and warrants the person executing this Agreement is a duly authorized officer or representative of the Client, and has full authority to execute this Agreement, including any amendment thereto, for and on behalf of Client. Client unde rstands that it is fully responsible to ensure the authority of its signatory under to this Agreement and is responsible for any actual or consequential damages incurred by MMI in the event of a breach of this Section by Client.

Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 16 OF 23

12.12 Cooperative Agreement. The provisions of this Agreement will be extended to other city, county or state governmental entities within the state the Client is located, at then -current pricing. Governmental entities wishing to use this Agreement (hereinafter referred to as the “Cooperative Entity”) will be responsible for obtaining a Quote specific to their entity, issuing their own purchase documents/price agreements, providing for their own acceptance, and making any subsequent payments in accordance with t he Terms of this Agreement. To determine pricing for Cooperative Entities, MMI will use the then current pricing formula used for all Cooperative Entities within the state Client is located within. The Cooperative Entity wishing to use this Cooperative Agr eement must execute with MMI a supplemental Agreement with at least one paragraph specifying they wish to use this Cooperative Agreement and agree to be bound by the terms of the Cooperative Agreement. The Agreement with the Cooperative Entity electing to use this Cooperative Agreement hereby incorporates the following material term:

MMI shall hold harmless and defend Client (as defined on the first paragraph of page 1 of this Agreement) from all claims, demands, actions or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with the use of this Cooperative Agreement. Cooperative Entities are responsible for obtaining all certificates of insurance and bonds required. MMI is responsible for providing each Cooperative Entity a copy of this Agreement upon request by the Cooperative Entity. Client makes no guarantee of usage by other users of this Agreement. The extension of the terms of this Agreement to other entities pursuant to this clause shall be subject to MMI’s discretion as to whether MMI has capacity and ability to do so, includi ng but not limited to personnel, management, equipment, technical and/or financial limitations.

12.13 [Not Used]

13. FAMA Service Option
Client Initials: _________: Section 13 terms are applicable.

13.1 FAMA Service. This Section 13 (FAMA Service Option) describes optional services available to Client for additional cost. Client may subscribe to, and MMI agrees to provide, a service through the eSOPH System to deliver access to FAMA internet and social media background screening and/or monitoring of Applicants to produce monitoring reports, screening reports, FAMA monitoring (collectively, “ FAMA Reports”) and other services as may be available from FAMA through the eSOPH System (the “FAMA Services”).

13.2 Fees and Payment. Fees and payments for the FAMA Services are governed by the terms and conditions set by FAMA pursuant to the FAMA Agreement, the terms of which are hereby incorporated by reference into this Agreement upon Client’s execution of their signature below.

13.3 Protection of Applicant Data. Any information, materials, data or other content made available to MMI, including any FAMA Reports, transmitted by an Applicant or by a Client about an Applicant to the eSOPH System that is used for the FAMA Services is Applicant Data. Client agrees that Client shall be solely responsible for assuring the secure and confidential manner in which Client stores, delivers, and transmits FAMA Services to its Authorized Users

13.4 Client Use of FAMA Services. For each FAMA Report requested, Client shall (i) identify the end- user of the FAMA Report; (ii) certify the purpose for which the FAMA Report will be used; and (iii) certify that the FAMA Report will be used for no other purpose

13.5 Compliance with Laws. Client agrees that compliance with all federal, state, and local laws, rules, ordinances, and regulations (collectively, “Applicable Laws”) applicable to (i) Client’s access, collection, storage, transmission, receipt and use or obtaining of the FAMA Reports or Applicant Data, (ii) the particular industry in which Client does business, and/or (iii) Client’s business operations or structure, is the sole responsibility of Client.

Without limiting the foregoing, Client agrees to comply with all applicable requirements of the Fair Credit Reporting Act, 15 U.S.C. 1681 et seq. (“FCRA”) and further agrees to the following:

13.5.1 Client certifies that it is a user of ‘consumer reports’ and will only use FAMA Reports for “employment purposes” and no other (as those terms are defined in 15 U.S.C. § 1681(a)).

Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 17 OF 23

13.5.2 Client must comply with all applicable procedures and requirements of the FCRA and applicable state law, including, but not limited to: (i ) providing a proper disclosure, (ii) obtaining a written authorization, (iii) providing a certification to MMI that it will comply with the FCRA and will not use the FAMA Reports in violation of any EEO law or regulation, and (iv) following the adverse action requirements set forth in the FCRA and applicable state laws. Client agrees to take all reasonable measures to enforce said requirements.

13.5.3 Client, and not MMI, is solely responsible for compliance under the FCRA.

13.5.4 To the extent permitted by law, Client agrees to defend, indemnify and hold MMI and FAMA harmless from any and all claims or damages related to the FAMA Reports or arising from adverse actions by Client against Applicant based on eSOPH’s FAMA Services.

13.6 Notice and Consent. In using the FAMA Services, Client shall comply with all applicable privacy and data security laws and the respective, then-current privacy policies of MMI and FAMA, as applicable. Without limiting the foregoing, Client certifies that:

13.6.1 Client will ensure that prior to procurement or to causing the procurement of an FAMA Report for employment purposes: (i) a clear and conspicuous disclosure has been made in writing to Applicant in a document that consists solely of the disclosure that an FAMA Report may be obtained for employment purposes; and (ii) Applicant has authorized in writing the procurement of the report by Client;

13.6.2 Client is solely responsible for retaining and will retain all executed Applicant authorization agreements. Client will provide MMI a fully legible copy of Applicant authorization agreements if so requested by MMI within five calendar days of MMI’s request; and

13.6.3 Client will provide any legally required notices or disclosures and will obtain legally adequate consent from all Applicants as required by Applicable Laws.

13.7 Employment Decisions Based on an FAMA Report. Client certifies that, if required under the FCRA, before taking any adverse action based in whole or in part on the FAMA Report generated by FAMA Services for employment purposes, Client will provide to the Applicant about whom the report relates (i) a copy of the report, (ii) a description in writing of the rights of Applicant as prescribed under the FCRA; and (iii) a statement that information from the FAMA Report and the FAMA Services will not be used in violation of any applicable federal or state equal employment opportunity law or regulation. Client agrees it is solely responsible for any adverse actions taken against an Applicant and for Client’s compliance under the FCRA.

13.8 FAMA Services Permitted Use. Client represents and warrants to MMI that it shall only access and use the FAMA Services for Client’s own internal business and solely in the manner explicitly permitted in the Agreement. Client agrees that it shall not:

13.8.1 change, modify, copy, add code to, create derivative works based on any aspect of, or otherwise alter the FAMA Services in any manner;

13.8.2 reverse engineer; disassemble; decompile; in any way attempt to recreate, obtain, perceive or derive the source code of; or translate the FAMA Services;

13.8.3 use, transform, modify, assess or adapt the FAMA Services for use for any other purpose, including but not limited to assist in the development or functioning of any product or service that is competitive, in part or in whole, with any existing or reasonably anticipated product or service of FAMA;

13.8.4 distribute, publish, transmit or disseminate in any form or by any means (including but not limited to via the internet) any part of the FAMA Services or data;

13.8.5 allow any third party to access the FAMA Services;

13.8.6 sell, sublicense, resell, lease, rent, time -share or otherwise transfer any of the FAMA Services or data;
Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 18 OF 23

13.8.7 use the FAMA Services or data to identify or solicit potential customers for its products or services;

13.8.8 use the FAMA Services to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children, or violate third -party privacy rights; and

13.8.9 gain or attempt to gain unauthorized access to; disrupt the integrity or performance of; or damage, disable, overburden or impair the operation of the FAMA Services or the data contained therein.

13.9 Notification of Security Breach. In addition to the other data breach and/or safeguards provisions of this Agreement, in the event Client determines that physical or electronic safeguards have been breached or that any other unauthorized access to Applicant Data has occurred (in each case, a “Breach”) that directly affect provision of the FAMA Services, Client shall notify MMI of the Breach within 24 hours of discovery. Such notice shall be in writing and shall include all information known by Client as of the date and time of notification.

13.10 FAMA Intellectual Property Rights. Client acknowledges that FAMA has expended substantial time, effort and funds to create and deliver the FAMA Services. All FAMA intellectual property not related to the eSOPH System is and will continue to be FAMA exclusive property. Nothing contained in this Section 13 (FAMA Services Option) shall be deemed to convey to Client or to any other party any ownership interest in or to intellectual property or data provided in connection with FAMA and eSOPH’s FAMA Services.

13.11 No Representations or Warranties . Without limiting the provisions of Section 6 of the Agreement, MMI makes no representations or warranties as to the value, accuracy, or suitability of the FAMA Services. Client agrees to be solely responsible for Client’s use of the FAMA Services.

13.12 Termination. In addition to and without limiting Section 4.3 of the Agreement, MMI may terminate the optional FAMA Services provided pursuant to this Section 13 at any time with or without cause or notice at MMI’s sole discretion without penalty. Termination of the FAMA Services shall not constitute termination of the eSOPH MSSSA.

14. Experian Services Option
Client Initials: _________: Section 14 terms are not applicable.

14.1 Experian Services . This Section 14 (Experian Services Option) describes optional services available to Client for additional cost. Client may subscribe to a service through the eSOPH System to deliver access to the Experian Information Solutions, Inc. (“Experian”) functionality to obtain consumer credit reports and investigative consumer reports (collectively, “Credit Reports”) about Applicants and other services as may be available from Experian through the eSOPH System (the “Experian Services”).

14.2 Applicant Data. Data transmitted by an Applicant or by a Client about an Applicant to the eSOPH System that is used for the Experian Services is Applicant Data. For Applicant Data used for the Experian Services, the Parties agree to each, at minimum, meet the requirements set forth in 16 C.F.R. § 314.4, and take all necessary steps reasonably designed to (i) ensure the security and confidentiality of Experian Services and Applicant Data, (ii) protect against any anticipated threats or hazards to the security or integrity of the Experian Services and Applicant Data, and (iii) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any Applicant.

14.3 Fair Credit Reporting Act. Client agrees that Client, not MMI, is solely responsible for compliance under the Fair Credit Reporting Act of 1996, as amended (15 US Code 1681) (“FCRA”). Client further acknowledges and agrees as follows:

14.3.1 Client agrees and understands that it must comply with the “FCRA Requirements” notice and Experian’s “Access Security Requirements.” Client agrees to take all reasonable measures to enforce said requirements.

Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 19 OF 23

14.3.2 Client acknowledges receipt of a copy of the Summary of Consumer Rights prescribed by the Bureau of Consumer Financial Protection (“Bureau”) under Section 609(c)(1) of the FCRA and agrees to attach a copy of such Summary of Consumer Rights to each Credit R eport used for employment purposes as required by Section 604(b)(3)(A)(ii) of the FCRA.

14.3.3 Client certifies it will request and use the Experian Services strictly in accordance with FCRA. Without limiting the foregoing, Client certifies that it will request and use the Experian Services solely in connection with (i) a single credit transaction with a consumer, or, if applicable, for another “permissible purpose” as defined by the FCRA; and (ii) transactions involving the consumer about whom such information is sought and will not request or use such Experian Services for purposes prohibited by la w. Client further certifies that it will comply with all requirements of the FCRA applicable to it. If Applicant makes a timely request to Client, Client may share the contents of Applicant’s report with Applicant as long as Client does so without charge a nd only after authenticating Applicant’s identity.

14.3.4 Client agrees it is solely responsible for and subject to compliance under all federal, state and local laws, rules and regulations applicable to Client’s access, collection, storage, transmission, receipt, and use of the Experian Services and data. Further, Client shall comply with the FCRA.

14.4 Notice and Consent. In using the Experian Services, Client shall comply with all applicable laws, including but not limited to FCRA and applicable privacy and data security laws. Without limiting the foregoing, Client certifies that:

14.4.1 Client will ensure that prior to procurement or to causing the procurement of a Credit Report for employment purposes: (i) a clear and conspicuous disclosure has been made in writing to Applicant in a document that consists solely of the disclosure that a Credit Report may be obtained for employment purposes; and (ii) Applicant has authorized in writing the procurement of the report by Client;

14.4.2 Client is solely responsible for retaining and will retain all executed Applicant authorization agreements. Client will provide MMI a fully legible copy of Applicant authorization agreements if so requested by MMI within five calendar days of MMI’s request; and

14.4.3 Client will provide any legally required notices or disclosures and will obtain legally adequate consent from all Applicants as required by applicable laws.

14.5 Death Master File. Client acknowledges that Experian Services may contain information from the Death Master File as issued by the Social Security Administration. Pursuant to Section 203 of the Bipartisan Budget Act of 2013 and 15 C.F.R. § 1110.102, Client certifies that, consistent with its applicable FCRA or Gramm-Leach- Bliley Act use of Experian Services, Client’s use of deceased flags or other indicia within the Experian Services is restricted to legitimate fraud prevention or business purposes in compliance with applicable laws, rules, regulations or fiduciary duty, as such business purposes are interpreted under 15 C.F.R. § 1110.102(a)(1). Client further certifies that it will not take adverse action against any Applicant without further investigation to verify the information from the deceased flag or other indicia within the Experian Services.

14.6 Employment Decisions Based on Credit Report. Client certifies that, before taking any adverse action based in whole or in part on the Credit Report generated by Experian Services for employment purposes, Client will provide to the Applicant about whom the report relates (i) a copy of the report, (ii) a description in writing of the rights of Applicant as prescribed by the Bureau under the FCRA; and (iii) a statement that information from the Credit Report and the Experian Services will not be used in viola tion of any applicable federal or state equal employment opportunity law or regulation. Client agrees it is solely responsible for any adverse actions taken against an Applicant and for Client’s compliance under the Bureau and FCRA. In addition to any other indemnification provisions of this Agreement, Client agrees to defend and hold MMI harmless from all claims or damages arising from adverse actions by Client against Applicant arising from use of eSOPH’s Experian Services.

Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 20 OF 23

14.7 Experian Services Permitted Use. Client represents and warrants to MMI that it shall only access and use the Experian Services for Client’s own internal business and solely in the manner explicitly permitted in the Agreement. Client agrees that it shall not:

14.7.1 change, modify, copy, add code to, create derivative works based on any aspect of, or otherwise alter the Experian Services in any manner;

14.7.2 reverse engineer; disassemble; decompile; in any way attempt to recreate, obtain, perceive or derive the source code of; or translate the Experian Services;

14.7.3 use, transform, modify, assess or adapt the Experian Services for use for any other purpose, including but not limited to assist in the development or functioning of any product or service that is competitive, in part or in whole, with any existing or reasonably anticipated product or service of Experian;

14.7.4 distribute, publish, transmit or disseminate in any form or by any means (including but not limited to via the internet) any part of the Experian Services or data;

14.7.5 allow any third party to access the Experian Services;

14.7.6 sell, sublicense, resell, lease, rent, time -share or otherwise transfer any of the Experian Services or data;

14.7.7 use the Experian Services or data to identify or solicit potential customers for its products or services;

14.7.8 use the Experian Services to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children, or violate third -party privacy rights; and

14.7.9 gain or attempt to gain unauthorized access to; disrupt the integrity or performance of; or damage, disable, overburden or impair the operation of the Experian Services or the data contained therein.

14.8 Experian Services Use Restrictions. Client agrees that it will not, either directly or indirectly, itself or through any agent or third-party request, compile, store, maintain, resell or use the Experian Services (including any of the information contained in the Credit Report) to build its own credit reporting database. Client shall be solely responsible for assuring the secure and confidential manner in which it stores, delivers, and transmits Experian Services to its Authorized Users.

14.9 Notification of Security Breach. In addition to any other data breach and/or safeguards provisions of this Agreement, in the event Client determines that physical or electronic safeguards have been breached or that any other unauthorized access to Applicant Data has occurred (in each case, a “ Breach”) that directly affect provision of the Experian Services, Client shall notify MMI of the Breach within 24 hours of discovery. Such notice shall be in writing and shall include all information known by Client as of the date and time of notification.

14.10 Experian Intellectual Property Rights. Client acknowledges that Experian has expended substantial time, effort and funds to create and deliver the Credit Reports and compile its various databases. All data in Experian’s databases and any other intellectual property not related to the eSOPH System that are part of Experian are and will continue to be Experian’s exclusive property. Nothing contained in this Section 14 (Experian Services Option) shall be deemed to convey to Client or to any other party any ownership interest in or to intellectual property or data provided in connection with Experian and eSOPH’s Experian Services.

14.11 No Representations or Warranties. Without limiting the provisions of Section 6 of the Agreement, MMI makes no representations or w arranties as to the value, accuracy, or suitability of the Experian Services. Client agrees to be solely responsible for Client’s use of the Experian Services.

14.12 Termination. In addition to and without limiting Section 4.3 of th is Agreement, MMI may terminate the Experian Services at any time with or without cause or notice at MMI’s sole discretion without penalty.

Termination of the Experian Services shall not constitute termination of the eSOPH MSSSA.

Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

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15. SMS Service Option
Client Initials: ________: Client requests the SMS service to be disabled. Fees apply for this service. See quote.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective duly authorized representatives.

For Miller Mendel, Inc. (“MMI”)

03/20/2025
Tyler Miller, President & CEO Date

For Client: City of Bakersfield

Signature (Required) Date

Print name and title (Required)

Signature (Optional) Date

Print name and title (Optional)

Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 22 OF 23

ADDENDUM TO
MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) BETWEEN MILLER MENDEL, INC. (“MMI”) AND VILLAGE OF WILMETTE (“CLIENT”).

Contractor Statement regarding People’s Republic of China:

MMI hereby certifies that it does not currently, and agrees for the duration of this Agreement, that MMI will not, use: 1. The forced labor of ethnic Uyghurs in the People’s Republic of China; 2. Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; or 3. Any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. MMI hereby agrees to indemnify and hold harmless the Client, its officials, employees, and agents from any claims or causes of action relating to the Client’s action based upon reliance upon this representation, including the payment of all costs and attorney fees incurred by the Client in defending such as action. During the term of agreement, MMI shall alert Client within five (5) days after becoming aware of its noncompliance with this statute and cure any noncompliance within one-hundred-eighty (180) days after initial notification of noncompliance.

Contractor Statement regarding Russia:

MMI hereby certifies that it does not currently, and agrees for the duration of this Agreement that MMI will not, conduct business operations in Russia or Belarus, nor conduct business with any entity or individuals, wherever located, conducting any commercial activity in Russia or Belarus or transacting business with the Russian Government or Belarusian Government or with commercial entities headquartered in Russia or Belarus or with their principal place of business in Russia or Belarus in the form of contracting, sales, purchasing, investment, or any business partnership , or which are otherwise sanctioned by the United States government for activities supporting Russia’s invasion of Ukraine. No Client Data will be stored on servers or other electronic devices or means, and no Services will be provided from or through, Russia or Belarus.

Contractor Statement regarding Israel:

Contractor certifies it is not currently engaged in and agrees for the duration of this Agreement to not engage in, a boycott of goods or services from Israel.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective duly authorized representatives.

For Miller Mendel, Inc. (“MMI”)

03/20/25
Tyler Miller, President & CEO Date

Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C MILLER MENDEL, INC.

MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) – VERSION: 2025-1 PAGE 23 OF 23

For Client: City of Bakersfield

Signature (Required) Date

Print name and title (Required)

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Docusign Envelope ID: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C Certificate Of Completion
Envelope Id: 203479C4-75E6-4ADB-A2B5-4CFBCE880F0C
Status: Completed
Subject: Complete with Docusign: Miller Mendel. final agrmt.pdf Source Envelope:

Document Pages: 32
Signatures: 2
Envelope Originator:

Certificate Pages: 5
Initials: 0
City Clerk's Office
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
[email protected]
IP Address: 174.46.226.5
Record Tracking
Status: Original
6/13/2025 9:02:22 AM
Holder: City Clerk's Office
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Bakersfield
Location: Docusign
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Tyler Miller
[email protected]
President & CEO
Security Level: Email, Account Authentication
(None)

Signature Adoption: Pre-selected Style
Using IP Address: 73.164.255.219
Sent: 6/13/2025 9:06:01 AM
Viewed: 6/13/2025 9:33:46 AM
Signed: 6/13/2025 9:37:33 AM
Electronic Record and Signature Disclosure:

Accepted: 6/13/2025 9:33:46 AM
ID: a08523d3-528e-40eb-9a06-d425c729d95b
Gregory Pronovost
[email protected]
Technology Services Director
City of Bakersfield, Technology Services Department
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 174.46.226.5
Sent: 6/13/2025 9:37:35 AM
Viewed: 6/13/2025 9:42:44 AM
Signed: 6/13/2025 9:42:51 AM
Electronic Record and Signature Disclosure:

Accepted: 6/13/2025 9:42:44 AM
ID: 170ca227-838d-415a-bc31-0adcaec62012
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6/13/2025 9:06:01 AM

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6/13/2025 9:42:44 AM
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6/13/2025 9:42:51 AM
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Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Bakersfield (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.

Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/28/2022 10:51:05 AM Parties agreed to: Tyler Miller, Gregory Pronovost
Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact City of Bakersfield:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected]

To advise City of Bakersfield of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from City of Bakersfield
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with City of Bakersfield
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
 You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
 Until or unless you notify City of Bakersfield as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Bakersfield during the course of your relationship with City of Bakersfield.

Bakersfield City CouncilJune 25, 2025

Bakersfield City Council
June 25, 2025