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HomeMy WebLinkAboutContractMILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 1 OF 20 Version: May 1, 2021 MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT This Master Software Subscription Services Agreement (this Agreement ) is made and entered into on Effective Date Miller Mendel, Inc., a Washington corporation with an MMI the City of Renton, by and through the Renton Police Department, with an address at 1055 S Grady Way, Renton, WA 98057 (Client each be refe Party 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 -based software system designed and developed to assist with pre-employment background investigations. The eSOPH System 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 -employment background investigations. 1.3 means any data transmitted by Applicant to the eSOPH System. 1.4 means any user, excluding Applicant(s), who accesses the eSOPH System on behalf of Client. For Clients within California and participating in the California Commission on Police Officer Standards and Training Authorized Users from POST. 1.5 Available -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 ed 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 means the terms and conditions specific to Client included in a Quote. 1.10 Defect lly conform to the functional specifications set forth in the Master Agreement or the Documentation. 1.11 [Deleted].          CAG-21-209 MILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 2 OF 20 Version: May 1, 2021 1.12 Documentation 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 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 -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 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 Subscription Term shall have the meaning given in Section 4.1 (Term). 1.17 Subscription Year shall mean the twelve (12) month period following the Effective Date and the twelve (12) month period following each anniversary of the Effective Date. 1.18 listed on the Exhibit A who is authorized to grant initial eSOPH System login and password credentials to another Authorized User to access and use the eSOPH System and either (a) has completed an initial training session provided by MMI on or around the Setup Date or (b) is a successor designated by Client and qualifies in accordance with Section 2.6 (Administrative Users). 1.19 Quote written quotation delivered by MMI to Client, prior to entering this Agreement, for all Subscription Fees, Setup Fees and Support Services and other costs and fees agreed by the Parties, applicable during the Subscription Term. Each Quote agreed to by the Parties is hereby incorporated into this Agreement, and the terms of the current Quote are hereby made material terms of this Agreement which shall supersede any conflicting prior terms. 1.20 Renewal Term shall have the meaning given in Section 4.2 (Renewal). Subscription application, unless expressly stated otherwise. 1.21 Security Incident storage, possession, or care if it was accessed in unencrypted readable form and either (a) it creates a substantial risk al 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 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 will occur on the first day of training unless otherwise specified and agreed to in writing by the Parties.          MILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 3 OF 20 Version: May 1, 2021 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 censing fees for access to the eSOPH System, and any fees paid for maintenance and support allocable to a given calendar month. Such fees that are paid on an annual basis shall be pro-rated (e.g., fees paid for a Subscription Term shall be divided by 12 to determine the monthly amount) Software Fees allocable to a given month. Software Fees excludes fees paid for professional services (e.g., training, customization, set-up, or installation) and fees paid for corrective work outside the scope of the Support Services described in Section 2.9 (Support Services). 1.27 Support Request 1.28 Support Services n Section 2.9 (Support Services). 1.29 Total Authorized Cost Authorized). 2.eSOPH SYSTEM LICENSE AND SUPPORT SERVICES 2.1 License Grant. MMI, by this Subscription, 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 Subscription Term 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 Subscription Term 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 U 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 Outside Agency Access. THIS TERM APPLIES ONLY IF CLIENT IS WITHIN THE STATE OF CALIFORNIA: may grant system access for designated external auditor(s) or reviewing entities . These users are considered Authorized Users as defined in Section 1.4. The access will allow the Outside Agency to access certain eSOPH Client Data within the specific . approval of the Outside Agency. MMI reserves the right to decline such requests at its sole discretion. Client shall be solely responsible for ensuring compliance with all applicable legal Granting Outside Agency access may be subject to additional fees, as reflected in a Quote provided to and accepted by Client. If a fee applies, the new Authorized User(s) from the Outside Agency a purchase order is received by MMI reflecting acceptance of the applicable fees. After MMI has added the Outside Agency Authorized new Authorized User will have ac Data on designated Authorized submitting a written request to MMI. 2.2.2 Outside Agency Access: Limitation of Liability. THIS TERM APPLIES ONLY IF CLIENT IS WITHIN THE STATE OF CALIFORNIA: For any Outside Agency granted access pursuant to written request, Client shall be solely responsible for all acts, errors, omissions and/or any damage or harm arising from or related to the iability          MILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 4 OF 20 Version: May 1, 2021 to Client relating to such access, including but not limited to any delay in MMI terminating such access after . 2.3 Set-Up and Use of the eSOPH System. 2.3.1 issued by Client in accordance with Section 3 (Fees and Payments), MMI will commence work with Client to - 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 executing its background investigation of such Applicant. The second entry method is for an Authorized User to create an access code within the eSOPH System. 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 the eSOPH System for the purpose of adding information, and accessing and reviewing information submitted by Applicant(s). 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 a legally sufficient release agreement to be 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, and will retain all executed release agreements, and will provide MMI a fully legible Client is solely responsible for researching and complying with all laws regarding a minor the eSOPH System. 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 then-standard hourly rate, for the removal of any fictitious data entered by any Authorized 2.4.2 Client may use the eSOPH System only to aid in pre-employment background investigations for those Applicants who have applied specific government agency (e.g., state government, township, county, city, and village). Client may not use the eSOPH System on behalf of other government agencies or entities. MMI reserves the right to invoice Client all fees equivalent to if the other entity were a direct Client of MMI. Client agrees to pay the fees in accordance with Section 3 (Fees and Payments). 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 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 eSOPH System to which it is not intended          MILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 5 OF 20 Version: May 1, 2021 to have access, via the user interface; (ii) attempt to reverse engineer, disassemble, reverse translate, decompile, decode or copy any portion of the eSOPH System; (iii) remove any patent, trademark, service mark or copyright notices which MMI places on the eSOPH System; or (iv) 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 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 the eSOPH System and agrees, upon written request from 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 on Exhibit A, which is hereby incorporated into this Agreement. Client may designate additional Administrative Users authorized to contact MMI for Support Requests pursuant to Sections 2.9 (Support Services) and 2.10 (Support Request Requirements). As described within this Agreement, the person(s) listed in the Exhibit A are the only representatives of Client authorized to contact and submit support requests to MMI, and they are responsible for troubleshooting all Authorized User and Applicant issues prior to submitting support requests to MMI. Client is responsible for maintaining a current list of the Administrative User(s) with MMI, and must notify MMI within 48 hours of any change in an Administrative User by providing MMI an updated Exhibit A Administrative Users. Administrative Users. If Client requests MMI provide replacement training, such training shall be provided at -standard rates Users necessitated fro as an Administrative User. 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. 2.8 Sample Forms. The scope, content, format and other details of information and materials requested from Applicants through eSOPH as well as the forms 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 Sample Forms d making any necessary or appropriate changes, including without limitation changes required for compliance with laws and regulations that apply to Client. 2.9 Support Services 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 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 internet service, any version upgrades of Cli 3rd party software used in connection with the eSOPH System; (d) enhancements, a Defect; (e) any version or release of the eSOPH System that MMI may issue as a separate edition, including an          MILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 6 OF 20 Version: May 1, 2021 alternative or premium version of eSOPH System for which additional fees may be required to access; or (f) 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. Client must comply with all of the following requirements as a condition to receiving Support Services: 2.10.1 Attempted Resolution by Administrative User(s)Administrative User(s) shall act as the first line of support to troubleshoot any Defects experienced by Applicants and Authorized Users. Only when an Administrative User cannot resolve the Defect should a Support Request be submitted to MMI. If a Defect is reported to MMI that an Administrative User, based on the initial training provided by MMI concurrent assistance, MMI may refer such Defect back to Administrate User(s) for resolution. 2.10.2 Submission by Administrative User(s). All Support Requests must be submitted by and through one of the Administrative Users most current Designation Form (Exhibit A). MMI is not required to respond to or resolve any Support Request that is submitted by a person other than a current Administrative User. 2.10.3 Information Required in Support Request. Each Support Request must include the followin (a) Low) of the reported Defect in accordance with the priority levels and definitions contained in Section 2.12 (Resolution Targets and Priority Levels), below, with explanation; (b)Names of Applicants, References and Authorized Users involved with clear notation of their title; (c)Date and time of each occurrence; (d)Computer operating system used by party experiencing the defect; (e)Name of internet browser and version; (f)Specific steps to allow MMI personnel to recreate the issue; (g)Exact wording of any error message received, URL or name of page it was received on, or a screen shot of the error; (h)A description of all steps previously completed to resolve the defect; and (i)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 promptly provide MMI with such other information, files, and records related to the Defect that MMI reasonably requests. 2.10.5 Access to Systems provide MMI with access to and use of all systems and environments determined necessary by MMI to provide timely Support Services pursuant to these terms. If Client is unable to provide access, the Parties agree MMI may decline to fix the defect if a reasonable alternative is not available to MMI. 2.11 Response Times. MMI shall provide an initial response acknowledging each complete and validly submitted Support Request no later than 1 business day after it is received.          MILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 7 OF 20 Version: May 1, 2021 2.12 Resolution Targets and Priority Levels. MMI will prioritize resolution of Defects according to their severity, and not necessarily based on the order in which they were reported. Defects reported in Support Requests shall be classified using the priority levels and definitions set forth in the Table 2.12 (Priority Levels), below. Although Client is required to propose a priority level in its Support Request, MMI may reclassify the priority level of a Defect in its sole reasonable discretion, and such determination by MMI shall be final and controlling. MMI shall use its best commercially reasonable efforts to cure Defects within the target resolution times set forth in Table 2.12 (Priority Levels), which periods of time shall commence when a Support Request containing all Minimum Required Information is submitted. MMI shall have no obligation to respond to or resolve a Support Request (other than notifying Client that the Support Request is incomplete) unless and until all Minimum Required Information is provided. 2.12 (Priority Level TABLE 2.12 PRIORITY LEVELS Priority Description Target Resolution Time High: Complete outage or severe impact to business function A Defect is High priority if it (a) prohibits utilization of some or all functionality of the eSOPH System by all or most Authorized Users or Applicants; (b) has a serious business function is halted completely); and (b) no reasonably effective workaround is available. 24 hours Medium: Partial outage or a workaround available A Defect is Medium priority if it has a moderate impact on y serious impact but a reasonably effective workaround is available. For example, a Defect would have Medium priority if it only a small group of Authorize Users or Applicants are affected, or an impacted business function is not halted completely but is merely inconvenienced, or the issue can otherwise be circumvented by a reasonably effective and available workaround (e.g., use of a different web browser), other work functions can be completed in the meantime. 3 Business Days Low: Cosmetic Issue, cosmetic defect A Defect is Low priority it is merely cosmetic or has a work functions can be completed in the meantime. 10 Business Days 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 System, including use of the eSOPH System in violation of the Master Agreement 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 software or hardware; or 2.13.3 affecting internet          MILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 8 OF 20 Version: May 1, 2021 performance on a general basis (e.g., such as a regional outage), natural disasters, denial of service attacks, acts 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 Scheduled Downtime off-peak hours between the hours of 10:00 p.m. and 3:00 a.m., Pacific Standard Time Maintenance Window adjust the Maintenance Window to occur between the hours of 7:00 p.m. and 3:00 a.m. Pacific Standard Time by -in screen of the eSOPH System. MMI shall use its best commercially reasonable efforts to schedule all planned downtime during such Maintenance Window. If 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 any 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 Sections 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 Service Credit additional Entries equal to the percentage of Entries purchased by Client for the calendar month (Entries per current Subscription Term divided by the total months in the respective Subscription Term) 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 fai will be waived by Client. The remedies stated in this S 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 month minus Scheduled Downtime 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 the applicable Subscription Term or Renewal Term in accordance with this Section 3 (Fees and Payments) for the duration of the applicable Subscription Term or Renewal Term. All payments made to MMI by Client will be in USD.          MILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 9 OF 20 Version: May 1, 2021 3.1.1 Client Set-up. order, MMI will begin the set-up process of Client on the eSOPH System in accordance with the terms of the Agreement. If Client requests the setup date and time be changed from what was originally stated by Client, Client is responsible for reimbursing MMI for all costs MMI incurs in making the travel arrangement adjustments. Additionally, Client will also be responsible for paying a $200.00 travel arrangement change fee to MMI. MMI will provide records showing the costs MMI incurred. 3.1.2 Subscription and Support. Client shall be invoiced annually for Support Fees as set forth in Table 3.2 (Subscription Term Fees and Credits). 3.1.3 Additional Training. After the initial training (up to two days/16 hours) has been completed, additional training requested by Client will be billed to Client at a rate of $200.00 USD per hour. Additional onsite training will be billed at a minimum of 8 hours, plus travel, meal and lodging expense accommodations which are reasonable under government agency standards and practices. Requests must be received by MMI in writing from an Administrative User listed on Exhibit A, or higher authority. MMI reserves the right to charge $200.00 USD per hour for all off-site/remote training, with a one-hour minimum. 3.1.4 Corrective Services. MMI reserves the right to Invoice Client $200.00 USD per hour for any corrective services Client requests. Corrective Services are typically services needed by Client from MMI to Interface. Requests must be received by MMI in writing from an Administrative User listed on the Exhibit A, or higher authority. A one-hour minimum will be charged for Corrective Services performed by MMI, which do not require travel. Corrective Services which requires MMI to travel will be billed at $200.00 USD per hour, with an eight (8) hour minimum charge, plus all costs and expenses. 3.1.5 Entries. (a) Client will be invoiced for Entries, as listed in Table 3.2 (Subscription Term Fees and Credits) immediately following MMI Client may purchase additional Entries one time at the then-current rate during the active Subscription Term without incurring an administrative fee. Entries added thereafter during a given Subscription Term will automatically incur an additional twenty percent (20%) administrative fee in addition to the per-Entry fee. If the purchase is for 300 or more Entries, the administrative fee will be waived. (b) Client may carry over Entries from a prior Subscription Year which were paid for but not used to the following Subscription Year, but only when eligible. To be eligible, MMI must receive full payment of any outstanding balances and a written request for the used Entries to carry over the new Subscription Year. The written request must be received by MMI at least five (5) business days prior to the current Subscription expiration. (c) Fixed-Price Entries. Client may elect to purchase an agreed number of Entries at an agreed fixed price for future Subscription Years as listed in Table 3.2 (Subscription Term Fees and Credits), below, in which case Client shall be obligated to pay the annual invoices for the agreed number of Entries (listed in Table 3.2) as they come due each Subscription Year, for the duration of the Subscription Term or any Renewal Term, as applicable. (d) Non-Fixed-Price Entries. If Client does not elect to purchase an agreed number of Entries for future Subscription Years, -standard rate for Entries. 3.1.6 Data Storage Overage. Data storage used in in excess of the listed in Table 3.2 (Subscription Term Fees and Credits), or in an accepted Quote, will be invoiced at the price listed on the most current Quote Client has accepted for the applicable Subscription Year. Invoicing intervals for Data Storage fees will be set at the discretion of MMI, but not more often than every three (3) months. Data storage is calculated by the space used by Client on the main production system(s) only; space used for backups is not          MILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 10 OF 20 Version: May 1, 2021 invoiced. Due to time zone differences, data usage calculations may vary by up to three hours. Client may not carry over credit for Data Storage not used during a Subscription Year. Archive data storage used by Client (subject to availably) will be invoiced at the price listed on the most current Quote Client has accepted. 3.1.7 Fee for Administrative User(s). The fee paid for Support Services defined in Sections 2.9 through 2.14 shall obligate MMI only to provide support as defined to the Administrative User(s) in the current Exhibit A form and paid for by the Client. Fees for Support Services will be listed in a Quote accompanying a Quote for Entries for the Subscription Year. 3.1.8 Fee for Fax Service. A fee for the optional fax service shall be listed on a Quote provided to Client, when the fax service module has been requested by Client. Fax service shall not be enabled on Quote through issuance of a purchase order received by MMI. 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 documents. 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 MMI shall provide a Quote for the next Subscription Year prior to the expiration of the current Subscription requested level of Support Services, Entries and Data Storage Credit. If Client has not agreed to purchase Entries and Services at a fixed price for the next Subscription Year, then the Quote will reflect the current Subscription Year levels unless otherwise directed by Client. MMI must receive a purchase order for the Quote for the next Subscription Year prior to the last day of the current Subscription Year. TABLE 3.2 LICENSE TERM FEES AND CREDITS (Used for Multiyear Agreements only. See Quote for Single Year Subscription Agreements.) Subscription Year Fee for Entries Fee for Support Services Fee for Setup Data Storage Credit (GB) N/A 3.3 Disputes. Client will notify MMI of any disputed charges, in writing, within 15 days from the date of invoice. Any dispute must be reasonable given the terms of this Agreement. The written dispute will include the bases of 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 cons 3.5, below. 3.4 Taxes and exemptions. Client shall also pay or arrange exemption from any taxes, charges, or sales and/or use tax. If Client is a government agency and represents it is exempt from state or local sales or use tax, for all outstanding sales or use tax, including any penalties and interest.          MILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 11 OF 20 Version: May 1, 2021 3.5 Failure to Pay. If Client fails to pay any undisputed sums when due, MMI may, in its sole discretion, remains unpaid sixty (60) days after the date of the original invoice, Entries (Client would still be able to access existing Entries/Applicants); (b) if any undisputed amount on an invoice remains unpaid ninety (90) days after the date of the original invoice, MMI may suspend or terminate any and all of by its Authorized Users and Applicants, in whole or in part, and cease to perform any and all of its obligations under this Agreement. These actions shall be in addition to, and not in lieu of, any other rights or remedies MMI may have at law or equity and are not a waiver of any such remedies. 3.6 [Removed] 4. TERM, RENEWAL AND TERMINATION 4.1 Term. The term of this Agreement will commence as of the Effective Date and will continue through 12-months Subscription Term and as renewed pursuant to Section 4.2 (Renewal), unless terminated by one or both Parties in accordance with this Agreement, or terminated automatically by the terms of this Agreement. If no fixed Subscription Term is provided, then the Subscription Term and Renewal Terms shall be on a year-to-year basis, coextensive with the Subscription Year. 4.2 Renewal. Except as written in Section 4.3, this Agreement shall automatically purchase order for the next Subscription Year. The purchase order must be based on a valid, non- expired Quote from MMI, and received by MMI prior to the last day of the Subscription Year. 4.2.1 For fixed multi-year Subscription Terms, in the absence of a newly-executed multi-year agreement then receipt of a purchase order from Client for the next Subscription Year, received by MMI prior to the end of the final Subscription Year of the current multi-year Subscription Term, shall automatically renew this Agreement on a year-to- purchase order is based. 4.2.2 For purposes of clarity, so long as Client continues to timely pay invoices for Data Storage fees and any Support Services requested by Client , this Agreement shall continue in effect, including Renewals, and Client shall retain access to the data from its existing Applicant Entries. The amount invoiced for data storage overage shall be consistent with the amount(s) listed in the Quote for the prior Subscription Year, change. If Client does not pay the data storage fee(s) within fifty-nine (59) days from the date listed on the original invoice, MMI may terminate this eSOPH System. 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 Subscription Term. 4.3.2 Either Party may terminate this Agreement prior to expiration of a Subscription Term without cause upon sixty (60) days prior written notice to the other Party, provided that: (a) If Client terminates this Agreement prior to expiration of the current Subscription Term or current Renewal Term without cause, all fees for the remainder of the respective Subscription Term or Renewal Term listed in Table 3.2 (Subscription Term Fees and Credits) shall become due and payable. Client shall pay all such fees in addition to any balance already outstanding within thirty (30) days of receipt of invoice. (b) If MMI terminates this Agreement prior to expiration of the Subscription Term or Renewal Term without cause, MMI will issue Client a refund for up to 25% 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 continuous maintenance of the eSOPH System.          MILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 12 OF 20 Version: May 1, 2021 4.3.3 MMI may terminate this Agreement immediately for cause 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 y 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 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 receipt of the third notice by the breaching Party. 4.3.6 4.3 does not limit either Party from seeking other appropriate legal remedy for any breach. 4.4 Effect of Termination. In the event of termination hereunder, except as set forth in Section 4.3.2(b) above in the event MMI terminates without cause, Client shall have no right to a refund upon termination. Upon termination, MMI will not issue any refunds to Client for payments made pursuant to Section 3 of this Agreement, unless the reason for termination is an independent, sole act of MMI and also without cause. Client shall be obligated to pay in full upon Termination all invoices which were not disputed prior to the Termination. Client may continue to access the information for previously entered Applicants in the eSOPH System for a period of thirty (30) calendar days. 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), 2.4 (Restrictions on Use), 2.5 (Acknowledgement of Ownership and Limited License Rights), 3 (Fees and Payment), 4.3 (Termination), 5 (Data Access, Confidentiality and Security), 6 (Representations and Warranties), 7 (Limitation of Liability), 9 (Corrective Actions), 10 (Insurance), 11 (Notices) and 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 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 unique 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. This service is automatically available to those Clients who desire a two-factor frontend login process.          MILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 13 OF 20 Version: May 1, 2021 5.3 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 must: (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 Client acknowledges and understands a valuable part of the eSOPH System is the ability for Client to see 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 previousl 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 permission and their own internal process(es). 5.5 Security Incident. In the event MMI learns of a Security Incident, MMI will make every effort to notify Client within 24-hours of learning of the breach. Notification will be made to at least one of Administrative Users listed on Exhibit A via telephone and email. Notifications will only be made when an actual Security Incident has occurred; if the data is encrypted, by industry standards, no Security Incident is considered to 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. 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 5.7 Post-Termination Retention of Data. 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, Agreement, Terms of Use and Privacy Policy) re 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 . Other than as stated in this Agreement, MMI will not use such information for other purpose. 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 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 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          MILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 14 OF 20 Version: May 1, 2021 records, educational records or other information identifiable to a specific individual that relates to any of these Personally Identifiable Information 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 Par Information. 5.10 Restrictions on Use and Disclosure. Information for any purpose other than performance of its obligations and exercise of its rights under this Agreement. 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. 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 severe 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, including 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 for storage of Client Data and Applicant Data. The encryption shall meet or exceed CJIS standards. All Client Data shall be stored within the United States. 5.14 CJIS Compliance; Background Checks. MMI will comply with Criminal Justice Information 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. 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 Services GovCloud. Backup records that are older tha 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 solution until such time client purges such data. 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 Payment Card Data. If Client will request or have access to credit card information, Client represents that it is presently in compliance with, and will remain in compliance with, an approved version of the          MILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 15 OF 20 Version: May 1, 2021 Payment Card Industry Data Security Standard, developed and published jointly by American Express, Discover Card Issuers Standards Council (th Council card accounts and other personally identifiable information relating to the use of such credit and debit card accounts Cardholder Information may be amended, updated, replaced or augmented by the Card Issuers PCI Standard in accordance with this Agreement, have access to, or be provided, Cardholder Information. Client may not commit any act or omission that causes MMI to be in violation of the PCI Standard or to be fined, sanctioned or penalized by Card Issuers, the Council or any third party for the failure to properly protect, secure, maintain, use and store Cardholder Information. Client further acknowledges and agrees that, as between Client and MMI, all Cardholder Information is, and will remain, controlled by and the responsibility of Client. Client further acknowledges and agrees that Client is solely responsible for the security of Cardholder Information that it possesses or controls. 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 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 -factor authentication as described in Sections 5.2 (Two-Factor Authentication). 6. REPRESENTATIONS AND WARRANTIES 6.1 Client represents and warrants that: 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 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. 6.2 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 Software complies with all applicable national, state, and local 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;          MILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 16 OF 20 Version: May 1, 2021 6.2.3 For the Term of this Agreement, the eSOPH System will operate substantially in conformance with any written specifications contained in any Documentation and in this Agreement, including the Client Specific Terms of the Quote 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 unauthorized 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 law, including without limitation any warranty of merchantability or fitness for a particular purpose. MMI does not warrant the operation of the eSOPH System 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 t officers, employees, agents or contractors. Excepting for the breach provisions of this Agreement, neither Party rs, 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, production 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 shall be construed to limit any remedies available to the Parties in law or equity, including but not limited to injunctive relief. 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, System, including without limitation (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 C 6.2.2. 10.INSURANCE 10.1 Throughout the Term MMI, at its sole expense, will carry and maintain: (a) Commercial General Liability Insurance in the amount not less than $1,000,000 combined single limit per occurrence, $2,000,000          MILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 17 OF 20 Version: May 1, 2021 Professional Liability Insurance in the amount not less than $1,000,000 per claim and in the aggregate; and (d) MMI will have Client added to the MMI Insurance policy and issue a certificate to Client . If Client has requested to be added to the policy, MMI will provide to Client a new certificate, each year, if requested by 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 Office of the Chief of Police Rylander & Associates Renton Police Department 406 W 12th St 1055 S Grady Way Vancouver, WA 98660 Renton, WA 98057 12.GENERAL TERMS AND CONDITIONS 12.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, which such consent may not be unreasonably withheld. Subject to this Section 12.1, this Agreement 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 other 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 accordance with its terms and without any strict construction in favor of or against either party. 12.4 Governing Law. This Agreement will be governed by, and construed in accordance with the laws of the state Client is located within, as applied to contracts performed therein but without reference to its choice of law rules, or the federal laws 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 Sale 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.          MILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 18 OF 20 Version: May 1, 2021 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 Quotes and any exhibits 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 conflict with the terms and conditions of an exhibit, the terms and conditions of this Agreement will control. Terms and/or conditions listed in purchase orders(s) from Client that are in conflict with or in addition to the terms of this Agreement are not accepted by MMI. 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. 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 understands 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. 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 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 the 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 Agreement 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 shall include language that 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. Failure to include such language will be considered a material breach of this Agreement and grounds for immediate Agreement termination. 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 management, equipment, technical and/or financial limitations. [SIGNATURES ON FOLLOWING PAGE]          MILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 19 OF 20 Version: May 1, 2021 IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective duly authorized representatives. For Miller Mendel, Inc. July 7, 2021 Tyler Miller, President & CEO Date For Client: City of Renton Primary signature (Required)Date Kari Roller, ASD Administrator Print name and title (Required) Attest Signature Date Jason A. Seth, City Clerk Print name and title Approved as to Legal Form Signature Date Shane A. Moloney Print name and title Kristi Rowland, Deputy Chief Administrative Officer (DCAO)          %&'#* "$('+!"&'%')%    ,       , $$%#))! %#!%+ +% MILLER MENDEL,INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT PAGE 20 OF 20 Version: May 1, 2021 EXHIBIT A ADMINISTRATIVE USERS The Client hereby designates the following person(s)s. This listing is a complete listing of all Administrative Users, and completely replaces any prior completed Exhibit A. Note: Client may give discretion. This form designates only those Administrative Users who may contact MMI for Support purposes. PRIMARY ADMINISTRATIVE USER: Name: Title/Position: Email: Primary Phone:          MILLER MENDEL,INC. ADDENDUM TO MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (EXPERIAN SERVICES) PAGE 1 OF 4 Version: April 20, 2020 ADDENDUM FOR EXPERIAN SERVICES This Addendum for Experian Services (this Addendum ) modifies that certain Master Software Subscription Services Agreement Agreement Miller Mendel, Inc., MMI the City of Renton by and through the Renton Police Department Client Party Parties. terms have the meanings specified in the Agreement. 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.Experian Services. Client hereby subscribes to, and MMI agrees to provide, a service through the eSOPH System to deliver access to the Experian obtain Credit Reports about Applicants and other services as may be available from Experian through the eSOPH System Experian Services Except as expressly provided herein, all of the terms and conditions of the Agreement apply to the provision, access, and use of the Experian Services are incorporated herein by reference and remain in full force and effect. 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, and is subject to all terms and conditions of the Agreement governing transmission, ownership, use and disposition of Applicant Data. 3.Protection of Applicant Data. The Parties hereby acknowledges that the Experian Services and Applicant Data provided by either Party to the other Party may include personal information pertaining to Applicant. The Parties agree to treat Applicant Data responsibly and take all necessary steps to maintain appropriate confidentiality and to prevent unlawful dissemination or misuse by its Authorized Users, Applicants, employees, officers, agents or any other person with access to such Applicant Data. 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. 4.Fees and Payment. Fees and payments for the Experian Services are governed by the terms and conditions of the Agreement. 5.Fair Credit Reporting Act. Client agrees that Client, and 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: 5.1 Client agrees and said requirements. 5.2 Client acknowledges receipt of a copy of the Summary of Consumer Rights prescribed by the Bureau under Section 609(c)(1) of the FCRA and agrees to attach a copy of such Summary of Consumer Rights to each Credit Report used for employment purposes as required by Section 604(b)(3)(A)(ii) of the FCRA. 5.3 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 about whom such information is sought and will not request or use such Experian Services for purposes prohibited by          MILLER MENDEL,INC. ADDENDUM TO MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (EXPERIAN SERVICES) PAGE 2 OF 4 Version: April 20, 2020 law. 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 report with Applicant as long as Client does so without charge and only after authenticating Applicant 5.4 Client agrees it is solely responsible for and subject to compliance under all federal, state , storage, transmission, receipt, and use of the Experian Services and data. Further, Client shall comply with the FCRA. 6.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: 6.1 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; 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 and 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. 7.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- 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. 8.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 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 compliance under the Bureau and FCRA. Client agrees to defend and hold MMI harmless from all claims or damages arising from adverse actions by Client against A 9.Experian Services Permitted Use. Client represents and warrants to MMI that it shall only permitted in the Agreement. Client agrees that it shall not: 9.1 change, modify, copy, add code to, create derivative works based on any aspect of, or otherwise alter the Experian Services in any manner; 9.2 reverse engineer; disassemble; decompile; in any way attempt to recreate, obtain, perceive or derive the source code of; or translate the Experian Services; 9.3 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          MILLER MENDEL,INC. ADDENDUM TO MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (EXPERIAN SERVICES) PAGE 3 OF 4 Version: April 20, 2020 that is competitive, in part or in whole, with any existing or reasonably anticipated product or service of Experian; 9.4 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; 9.5 allow any third party to access the Experian Services; 9.6 sell, sublicense, resell, lease, rent, time-share or otherwise transfer any of the Experian Services or data; 9.7 use the Experian Services or data to identify or solicit potential customers for its products or services; 9.8 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 9.9 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. 10.Experian Services Use Restrictions. Without limiting any provisions of the Agreement, 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. 11.Notification of Security Breach. 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, 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. 12.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 ty not related to the eSOPH System that are part of deemed to convey to Client or to any other party any ownership interest in or to intellectual property or data 13.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 Experian 14.Termination. In addition to and without limiting Section 4.3 of the Agreement, MMI may terminate this Addendum at any time with or without penalty. 15.Entire Agreement. The Agreement, together with this Addendum, constitutes the entire agreement between the Parties relating to the subject thereof and supersedes all prior agreements, representations, negotiations and statements pertaining thereto and may not be modified except in writing signed by both Parties. 16.Addendum Controls. Where a conflict exists between the terms of this Addendum and the Agreement, the terms in this Addendum will control. Except as expressly amended herein, the remaining terms and conditions of the Agreement shall continue in full force and effect. 17.Counterparts. This Addendum 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          MILLER MENDEL,INC. ADDENDUM TO MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (EXPERIAN SERVICES) PAGE 4 OF 4 Version: April 20, 2020 that any facsimile copy, including those exchanged electronically as a .pdf file, of a signed counterpart of this Addendum will be treated the same as a signed original of this Addendum. IN WITNESS WHEREOF, the Parties have caused this Addendum to be duly executed by their respective duly authorized representatives. MILLER MENDEL, INC CLIENT: CITY OF RENTON By: By: Name: TYLER MILLER Name: Title: PRESIDENT & CEO Title: Date: July 6, 2021 Date:          $('+!"&'%')% %&'#* "    ,            MILLER MENDEL,INC. ADDENDUM TO MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (SIC SERVICES) PAGE 1 OF 3 Version: June 7, 2020 ADDENDUM FOR SOCIAL INTELLIGENCE SERVICES This Addendum for Social Intelligence Services (this Addendum ) modifies that certain Master Software Subscription Services Agreement Agreement ), between Miller Mendel, Inc., MMI and the City of Renton by and through the Renton Police Department Client MMI and Client may each be referred to individually Party Parties. Unless separately defined in this Addendum, capitalized terms have the meanings specified in the Agreement. 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. SIC Services. Client hereby subscribes to, and MMI agrees to provide, a service through the eSOPH System to deliver access to Social Intelligence Corp. SIC internet and social media background screening and/or monitoring of Applicants to produce monitoring reports, screening reports, and social intelligence monitoring SIC Reports and other services as may be available from SIC through the eSOPH System (the SIC Services Except as expressly provided herein, all the terms and conditions of the Agreement that apply to the provision, access, and use of the SIC Services are incorporated herein by reference and remain in full force and effect. 2. Fees and Payment. Fees and payments for the SIC Services are governed by the terms and conditions of the Agreement. Select report type (done by client): _____ Basic X 3. Applicant Data. Any information, materials, data or other content made available to MMI, including any SIC Reports, transmitted by an Applicant or by a Client about an Applicant to the eSOPH System that is used for the SIC Services is Applicant Data, and is subject to all terms and conditions of the Agreement governing transmission, ownership, use and disposition of Applicant Data. 4. Protection of Applicant Data. The Parties hereby acknowledge that the SIC Services and Applicant Data provided by either Party to the other Party may include personal information pertaining to Applicant. The Parties agree to treat Applicant Data responsibly and take all necessary steps to maintain appropriate security and confidentiality, to protect against anticipated threats or hazards to the security or integrity of the Applicant Data, and to prevent unlawful access, dissemination or misuse of Applicant Data by Authorized Users, Applicants, employees, officers, agents or any other person. Client agrees that Client shall be solely responsible for assuring the secure and confidential manner in which Client stores, delivers, and transmits SIC Services to its Authorized Users. 5. Client Use of SIC Services. For each SIC Report requested, Client shall (i) identity the end-user of the SIC Report; (ii) certify the purpose for which the SIC Report will be used; and (iii) certify that the SIC Report will be used for no other purpose. 6. Compliance with Laws. Client agrees that compliance with all federal, state, and local laws, rules, ordinances, and regulations (collectively, Applicable Laws storage, transmission, receipt and use or obtaining of the SIC Reports or Applicant Data, (ii) the particular industry Client. Without limiting the foregoing, Client agrees that Client is a type of consumer reporting agency and, as such, Client will comply with all applicable requirements of the Fair Credit Reporting Act, 15 U.S.C. 1681 et seq. FCRA 6.1 y use SIC Reports for employment purposes and no other (as those terms are defined in 15 U.S.C. § 1681a). 6.2 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          MILLER MENDEL,INC. ADDENDUM TO MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (SIC SERVICES) PAGE 2 OF 3 Version: June 7, 2020 the SIC 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. 6.3 Client, and not MMI, is solely responsible for compliance under the FCRA. 6.4 Client agrees to defend and hold MMI and SCI harmless from any and all claims or damages related to the SIC Reports or arising from adverse actions (as set forth in Section 8 herein) by 7. Notice and Consent. In using the SIC Services, Client shall comply with all applicable privacy and data security laws and the respective, then-current privacy policies of MMI and SIC, as applicable. Without limiting the foregoing, Client certifies that: 7.1 Client will ensure that prior to procurement or to causing the procurement of an SIC 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 SIC Report may be obtained for employment purposes; and (ii) Applicant has authorized in writing the procurement of the report by Client; 7.2 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 and 7.3 Client will provide any legally required notices or disclosures and will obtain legally adequate consent from all Applicants as required by Applicable Laws. 8. Employment Decisions Based on an SIC Report. Client certifies that, if required under the FCRA, before taking any adverse action based in whole or in part on the SIC Report generated by SIC 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 SIC Report and the SIC 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 compliance under the FCRA. 9. SIC Services Permitted Use. Client represents and warrants to MMI that it shall only access and use the SIC Agreement. Client agrees that it shall not: 9.1 change, modify, copy, add code to, create derivative works based on any aspect of, or otherwise alter the SIC Services in any manner; 9.2 reverse engineer; disassemble; decompile; in any way attempt to recreate, obtain, perceive or derive the source code of; or translate the SIC Services; 9.3 use, transform, modify, assess or adapt the SIC 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 SIC; 9.4 distribute, publish, transmit or disseminate in any form or by any means (including but not limited to via the internet) any part of the SIC Services or data; 9.5 allow any third party to access the SIC Services; 9.6 sell, sublicense, resell, lease, rent, time-share or otherwise transfer any of the SIC Services or data; 9.7 use the SIC Services or data to identify or solicit potential customers for its products or services;          MILLER MENDEL,INC. ADDENDUM TO MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (SIC SERVICES) PAGE 3 OF 3 Version: June 7, 2020 9.8 use the SIC 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 9.9 gain or attempt to gain unauthorized access to; disrupt the integrity or performance of; or damage, disable, overburden or impair the operation of the SIC Services or the data contained therein. 10. Notification of Security Breach. 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, Breach that directly affect provision of the SIC 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. 11. SIC Intellectual Property Rights. Client acknowledges that SIC has expended substantial time, effort and funds to create and deliver the SIC Services. All SIC intellectual property not related to the eSOPH System is and will continue to be SIC d to convey to Client or to any other party any ownership interest in or to intellectual property or data provided in connection with SIC SIC Services. 12. 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 SIC Services. Client agrees to be solely SIC Services. 13. Termination. In addition to and without limiting Section 4.3 of the Agreement, MMI may without penalty. 14. Entire Agreement. The Agreement, together with this Addendum, constitutes the entire agreement between the Parties relating to the subject thereof and supersedes all prior agreements, representations, negotiations and statements pertaining thereto and may not be modified except in writing signed by both Parties. 15. Addendum Controls. Where a conflict exists between the terms of this Addendum and the Agreement, the terms in this Addendum will control. Except as expressly amended herein, the remaining terms and conditions of the Agreement shall continue in full force and effect. 16. Counterparts. This Addendum 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 file, of a signed counterpart of this Addendum will be treated the same as a signed original of this Addendum. IN WITNESS WHEREOF, the Parties have caused this Addendum to be duly executed by their respective duly authorized representatives. MILLER MENDEL, INC CLIENT: CITY OF RENTON By: By: Name: TYLER MILLER Name: Title: PRESIDENT & CEO Title: Date: JULY 6, 2021 Date:          $('+!"&'%')% %&'#* "    ,   1425 Broadway #430, Seattle, WA 98122 | www.MillerMendel.com (206) 330-2094 Main | (206) 333-4322 Direct | tjm@MillerMendel.com CONFIDENTIAL AND PROPRIETARY INFORMATION OF MILLER MENDEL ©2021 Miller Mendel, Inc. All Rights Reserved. eSOPH is protected by U.S. Patent # 9070098 and U.S. Patent # 10043188. eSOPH PRICING INFORMATION The large majority of city, county and state government agencies using eSOPH have sole sourced eSOPH based on M patents (see attached notice/letter) and specific features and functionality desired by the agencies, which include specific security requirements like Single Sign On. MMI uses a standard pricing formula for all clients nationwide. Miller Mendel, Inc (MMI), through its contractual agreements with government agency clients, is obligated use the same formula to price all clients, nationwide. Below is a detailed explanation of the pricing-related aspects of the eSOPH software platform. 1. Users MMI does not charge a fee per agency user. Your entity can have as many agency users in the system as you desire, at no cost per user. eSOPH will support an unlimited number of agency users and each can be assigned to a permission group you design and control from the admin user interface. Adding, editing and disabling users is intuitive and takes seconds. 2. Entries Pricing for the eSOPH platform is based on a per-entry model. This means each applicant entered into the syst . added to their eSOPH system for the 12-. MI adds the entries during their active 12-month license year one time without an additional fee. Pursuant to the licensing agreement with each client, MMI without first receiving a purchase order. How is the price per entry determined? - must charge; however, the pricing is ultimately determined by agency-specific details. Pricing is dictated by the top hourly rate your background investigators are paid. For example, if your top step hourly rate for the classification conducting background investigations is $43.00 per hour, entry, due to the minimum price per entry requirement mentioned above.          Pg. 2 of 4 January 1, 2021 eSOPH Pricing Information CONFIDENTIAL AND PROPRIETARY INFORMATION OF MILLER MENDEL ©2021 Miller Mendel. All Rights Reserved. eSOPH is protected by U.S. Patent # 9070098 and U.S. Patent # 10043188. Why does MMI charge per entry and not per agency user? MMI bases fees associated with the eSOPH service to the number of entries the agency purchases. This arrangement benefits the client because as background investigations slow due to a decrease in hiring demands in future License Years x number of users during those License Years with reduced entry volume. The per entry price model is a better reflection of resources used and benefit gained and is directly associated with the hiring volume of the agency 3. Support to Administrative User(s) troubleshooting any issues at the first/line level with other end/agency users. When the regular end user has an issue that cannot be resolved by the PAU, the PAU can contact Miller Mendel, Inc. for support. The support fee is 15% of the total cost of entries. For example, if your total cost for entries for the licen support fee will be. The fee per additional Administrative User to be added to the support list is 10% of the total cost per entries. MMI will gladly support a backup Administrative User at no additional fee for short-term temporary reasons (i.e., the Primary Administrative User is on first purchase of entries. 4. Fax Service (Optional) MMI offers an optional integrated fax service that is beneficial and saves a lot of time if your investigators fax records check requests to law enforcement agencies, courts or any other reference point. The cost per page is five cents per inbound page and five cents per outbound page. There is also an add-on fax module fee that will be listed on your quote and will range in price from $150 to $1,000, per license year. MMI uses a third-party provider named InterFAX to provide the fax service. InterFax charg -on. also licenses tools that cost MMI annually to use related to the fax service. One of the tools allows submit to be faxed from the system. The recipient of a fax can fax back to a central eSOPH fax number, the system reads the QR code, routes the reply fax to the correct applicant file within the reference folder and notifies the investigator of the return (no paper to handle and no uploading to do. Save money on paper, ink, shredding service, and less wear on fax machines). 5. Service (Optional) Through our partnership with Experian, we are able to offer an integrated credit report option within eSOPH. If enabled for your agency, a button will appear to allow your agency users to request a credit report on the applicant they are investigating. Each credit report pulled will be invoiced at the rate listed in the Terms & Additional Details section of a quote your agency will receive from MMI. MMI invoices for credit reports pulled after each quarter (e.g., April 1st for the service quarter of January 1 through March 31st.)          Pg. 3 of 4 January 1, 2021 eSOPH Pricing Information CONFIDENTIAL AND PROPRIETARY INFORMATION OF MILLER MENDEL ©2021 Miller Mendel. All Rights Reserved. eSOPH is protected by U.S. Patent # 9070098 and U.S. Patent # 10043188. 6. Social Media Screening Service (Optional) Through our partnership with Social Intelligence, we are able to offer integrated social media and online presence screening reports. If enabled for your agency, a button will appear to allow your agency users to request a social media report on the applicant they are investigating. Social Intelligence offers both a basic and advanced report option, each at a difference price point. Each report pulled will be invoiced at the rate listed in the Terms & Additional Details section of a quote your agency will receive from MMI. MMI invoices for the reports provided by Social Intelligence after the conclusion of each quarter (e.g., April 1st for the service quarter of January 1 through March 31st.) 7. Storage Overages With each purchase of entries, your agency will receive a data storage credit. For example, with 500 entries purchased, 7.5GB of storage credit is included for the related License Year. The analysis of average applicant profile file size in the system indicates 1.5 GB per 100 applicant dictate the total data storage used by your organization. Some agencies have their applicants upload multiple PDF documents and images, whereas (lengthy) personal history inherently results in more documents than other applicants, which also plays a factor in storage used. Each client can control their data. The data can be exported off the eSOPH system to mitigate storage costs, you can setup automated policies defined per status of file to be transferred to archive storage within the eSOPH system, and you can set up purge policies in compliance with with storage overages on the production system is/will be listed on your quote. The cost associated with archive storage used is/will be listed on your quote. Agencies can check their storage usage at any time through the Reports / Insights User Interface from the Dashboard of the eSOPH system. MMI invoices for the data storage overages and archive storage costs after the conclusion of each quarter (e.g., April 1st for the service quarter of January 1 through March 31st.) 8. Training and Setup: Training and Setup is a one-time fee. Your agency will not pay this fee in the following years/renewals of eSOPH. Both representative. The cost for training and setup is dependent on distance traveled and time of year. Transportation (usually airfare and car rental) and hotel costs for the anticipated training dates play a role in the price your agency will be quoted. The number of training days anticipated to be necessary for your agency will also be considered when determining the price quoted. The pricing of training and setup is consistent for all agencies within the geographical area the agency is located in. One of three setup and training options will likely be most appropriate for your agency:          Pg. 4 of 4 January 1, 2021 eSOPH Pricing Information CONFIDENTIAL AND PROPRIETARY INFORMATION OF MILLER MENDEL ©2021 Miller Mendel. All Rights Reserved. eSOPH is protected by U.S. Patent # 9070098 and U.S. Patent # 10043188. 1.5 days of setup and training for admin users, followed by a half of a day (4 hours) of end-user training on the second day. This option is usually appropriate for small to medium-sized agencies. 2 days of setup and training for admin users, followed by a third day that includes another half day (4 hours) of admin training (A.M. block) and half of a day (4 hours) of end-user training (P.M. block) on the third day. This option is usually appropriate for medium and large-sized agencies or those agencies who want to make significant changes to the template forms eSOPH is preloaded with. One of the options above combined with a separate, future day for end-user training. This training option has had very positive feedback by agencies choosing to add this option. This option is usually appropriate for medium and large-sized agencies. This training the client chooses to train end users. The return date for this training is usually a few days after applicants are to have submitted their applicant profiles on eSOPH. During this end user training, end users sit at a computer, are assigned an applicant, and the eSOPH instructor walks the investigator/end user through the system and applicant file with real applicant data, as your agency has configured their eSOPH system. This allows the end users to immediately apply what they learn. The segue into using the system is much smoother for all levels of users when this training option is selected. The details of eSOPH pricing can sometimes better be explained on the phone. To speak to a Miller Mendel representative about the costs, please contact: Tyler Miller (206) 333-4322 tjm@MillerMendel.com MMI reserves the right to change the pricing and pricing structure at without notice.