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HomeMy WebLinkAboutC-9770-1 - Service Order and AgreementDocusign Envelope ID: 128DB805-B689-468D-9443-2C0447546150 1411111111., sambasafety lsll� Service Order Account Name: CITY OF NEWPORT BEACH In addition to the Services and associated fees in the table below, state, data and additional resource fees ("State/Data Fees') may apply. Payment Terms Payment Method Net 30 ACH Subscription Services Number Price Per Total per Item Name of Drivers Unit* Month Service Description Provides continuous monitoring of Motor Vehicle Record (MVR) violations and CSA Essentials 750 $1.20 $900.00 inspections. Streamline driver enrollment and better mitigate driving risks. Includes alerts, reports, standard scoring and workflow capabilities. Implementation Service's Item Name Price Service Description On Demand and Support Services Item Name Price Service Description SambaSafety MVR service fee charged in addition to data fee for MVR Service Fee $0.35 MVRs defined by Customer's policy; details on fees are included below under the Services Description. Invoiced based on actual usage, SambaSafety MVR service fee charged in addition to data fee for Enrollment Service Fee $0.35 MVRs defined by Customer's policy; details on fees are included below under the Services Description. SambaSafety MVR service fee charged in addition to data fee for Monitoring Service Fee $0.35 MVRs defined by Customer's policy; details on fees are included below under the Services Description. *The Price Per Unit is based upon the commitment by Customer of monitoring minimally the Number of Drivers set forth above, commencing on the Subscription Start Date throughout the remainder of the Service Order Term. Subscription Start Date Initial Term (Months)** 30 days after the Effective Date 12 below ** Initial Term begins on the earlier of the Subscription Start Date or the date when Drivers are enrolled in Services. All of the aforementioned fees shall apply to this Agreement from the Subscription Start Date through the duration specified in the Initial Term. After the Initial Term and until the Service Order Term terminates or expires, the fees shall be at SambaSafety's then -current pricing applicable to its customers without discount. The above terms will be effective only if Customer signs and returns this agreement on or before 2024-11- 08. Docusign Envelope ID: 128DB805-B689-468D-9443-2C0447546150 sambasafety IS14W SambaSafety Service Order SAMEASAFETY AGREEMENT CUSTOMER ACCOUNT INFORMATION v08.16.2023 ACCOUNT INFORMATION City of Newport Beach Customer Name (the "Customer") 100 Civic Center Drive, Bay 2A Mailing Address Newport Beach CA 92660 City State Zip Same Billing Address City State Zip Caroline Hua 949-644-3304 CHua@newportbeachca.gov Primary Contact Name Phone Email Caroline Hua 949-644-3304 CHua@newportbeachca.gov Gracie Setter GSetter@newportbeachca.gov Billing Contact Name Phone Email Caroline Hua CHua@newportbeachca.gov 949-644-3304 Compliance Contact Name Phone Email 956000751 Federal Employer ID Number Years Business Established Date Incorporated State Incorporated CA Business License Number State Expiration Website (URL) DOT Number(s) Docusign Envelope ID: 128DB805-B689-468D-9443-2C0447546150 lq` sambasafety General Terms and Conditions Service Order Term: "Service Order Term" shall mean the period for which this Service Order is operative, which commences on the Effective Date and continues through the Initial Term and, if applicable, any Extension Term(s), subject to early termination in accordance with the terms and conditions of the Service Order and the Master Services Agreement (collectively, the "Agreement"). General Payment Terms: • All invoices are due and payable by the Customer according to the Payment Terms set forth on the Service Order, as calculated from the invoice date. All payments of fees shall be made in U.S. dollars. The not -to - exceed total compensation of this agreement is twenty thousand dollars ($20,000). Customer acknowledges and agrees that any applicable subscription overages, or pass -through state fees that are passed on to the Customer at cost may exceed this maximum amount. Should the not -to -exceed total compensation be reached prior to the end of the Initial Term, SambaSafety will be entitled to terminate the Services unless Customer authorizes additional funding for the Services. • Customer agrees to facilitate automatic payments to SambaSafety by setting up either (a) Automated Clearing House (ACH) payments, or (b) automatic monthly credit card payments. Customer shall allow SambaSafety to initiate a monthly draft for either payment method, and complete all necessary forms to facilitate such automatic payments, which shall be drawn according to the Payment Terms set forth on the Service Order. • All undisputed fees are non-refundable. • Any invoices which are not paid in full on the first of the month following the invoice due date shall accrue interest at the lesser of one and one-half percent (1 '/z%) per month or the maximum amount permitted by law. • If an account is suspended for non-payment, a $100 reinstatement fee may be added to the following invoice as a condition for account reactivation. In addition to any other rights or remedies available to SambaSafety, any failure by Customer to timely pay in full all invoices submitted by SambaSafety, entitles SambaSafety to immediately discontinue Customer's access to the services. • A twenty-five dollar ($25.00) Non -Sufficient Funds Fee will be assessed for all dishonored payments. • After the Initial Term and until the Service Order Term terminates or expires, the fees shall be at SambaSafety's then - current pricing applicable to its customers, which pricing may include a promotional discount, After the Service Order Term terminate or expires, the subscription or service fees may increase at SambaSafety's sole discretion. Discontinuance Fee: Customer and SambaSafety have mutually agreed upon the fees to be provided for the services based upon certain assumed volume of processing activity together with the Service Order Term. Customer acknowledges and agrees that, without the certainty of revenue promised by the commitments set forth in this Agreement, SambaSafety would have been unwilling to provide the services at the fees set forth in the Service Order. Because of the difficulty in ascertaining SambaSafety's actual damages if the Customer were to terminate this Agreement prior to the Initial Term's natural expiration, Customer agrees that prior to any early termination taking effect, and in addition to all other amounts then due and owing to SambaSafety, Customer will pay to SambaSafety as a contract discontinuance fee, and not as a penalty, an amount equal to the balance of the fees that would have been due under this Agreement had there been no early termination (the "Discontinuance Fee"). The Discontinuance Fee will not apply after the Initial Term (i.e., 12 months). Customer acknowledges and agrees that the Discontinuance Fee is a reasonable estimation of the actual damages that SambaSafety would suffer if SambaSafety were to fail to receive the amount of processing business contemplated by this Agreement. Customer shall not be required to pay the Discontinuance Fee if Customer terminates this Agreement for a material, uncured breach by SambaSafety of one of its material obligations under this Agreement. Inactive Accounts: If following the Service Order Term, Customer's account includes amounts owing to Customer, a refund of the balance shall be provided to Customer within 5 months of the termination or expiration of this Service Order. Additional Terms • The parties expressly incorporate by reference and intend this Agreement to include the additional terms and conditions set forth in Exhibit A attached hereto and incorporated herein by this reference (the "Master Services Agreement"). • If the Service Order includes monitoring and/or data solutions services, then the FCRA "permissible purpose" forms and the certifications made in such forms are incorporated into this Agreement. Docusign Envelope ID: 128DB805-B689-468D-9443-2C0447546150 sambasafety ls4w Monitorinq Specific Terms and Conditions Services Description: MVR monitoring provides continuous visibility into employees' driving records. In the United States, this is accomplished via a complex set of Department of Motor Vehicles ("DMV") connections and 3°' party data sources ("State / Data Providers"), triggering an MVR, which is obtained automatically by the SambaSafety platform, only when there is new activity to report, thereby providing actionable information to improve drivers' performance and mitigate risks. MVR Service Fees shall apply. Canada license monitoring is limited to just monitoring for changes in driver license status and the SambaSafety platform does not alert on new violations. Canada license monitoring also differs from US license monitoring in that changes to license status do not result in an Activity MVR being generated by the system. An activity is created and an alert is still generated identifying the status change. • Activity MVR: The platform monitors drivers at least monthly for new activity on the driver's driving record. This is done via multiple methodologies without always procuring a full MVR. If activity Is found, an official MVR will be automatically procured on behalf of the Customer. • On -Demand MVR: At any time, the Customer can manually procure an MVR for any driver, either individually or on a scheduled basis. This can be done via the dashboard. • State -Required Annual MVR: In some states, where required by state DMV policy, State -Required Annual MVRs are procured automatically. • Driver Error MVR: Some State / Data Providers charge a State/Data Fee even if the driver information submitted by SambaSafety on behalf of the Customer returns no results. This can happen when the Customer submits inaccurate driver Information, including but not limited to license number, first and last name, or date of birth. The Samba system enforces certain checks to validate that a license number follows the appropriate format for a given state before the request is made to the state in an effort to minimize Driver Error MVR charges. • Enrollment MVR: An Enrollment MVR is a State / Data Provider mandated MVR purchase when enrolling a driver into that particular state. Some states, such as California, charge State/Data Fees when adding drivers to the state monitoring programs. These fees are passed to the Customer. • Monitored Driver: A driver shall be considered a Monitored Driver if they are enrolled in the platform for MVR monitoring at any point during a particular month. • State Fees: State/Data Fees are charged by the State / Data Provider for all MVR types specified above and are billed to the Customer as pass through costs. • Data Fees: are information and/or data -related fees that are charged by Federal/State agencies from which SambaSafety obtains MVRs and related records or information. • Canada License Monitoring: Provides continuous license status monitoring in Canadian Provinces, generating alerts on new activity, allowing customers to stay informed and better mitigate driving risks. Includes alerts and workflow capabilities. Minimum Monthly Fee: Commencing on the Subscription Start Date and through the remainder of the Service Order Term, Customer agrees to minimally pay SambaSafety an amount equal to the Monthly Minimum Number of Drivers as set forth in the quote multiplied by the monthly Subscription Price per Driver set in the quote (the "Monthly Minimum Fee"). Separate Monthly Minimum Fees may apply (for US and Canada drivers) depending on whether Canada License Monitoring is a separate line -item capability on the Service Order. Customer Onboarding: Customer agrees to provide a completed Driver Upload Template and other required State Forms to SambaSafety within 15 business days prior to the Subscription Start Date specified above. If drivers are located in California or Pennsylvania, Customer must provide SambaSafety with the Driver Upload Template and additional required State Forms within six (6) weeks prior to the Subscription Start Date. Additional Canada Province forms may be required if Canada License Monitoring is included in the Service Order. sambasafety lsv� Accepted by: By executing below, Customer acknowledges and agrees to the terms and conditions set forth herein (the "Service Order Terms") and the Master Services Agreement. Any reference to the "Agreement" shall refer to these Service Order Terms, and any additional Service Orders between the parties, together with the Master Services Agreement. This Agreement shall only become effective when signed by both Customer and SambaSafety, and any fees or other terms and conditions may be withdrawn or altered at any time unless and until this Agreement is executed by both parties. The later date on which either party signs shall be deemed the "Effective Date" of this Agreement. CUSTOMER SAFETY HOLDINGS, INC. ("SambaSafety") I Signature Signature Wvowo 1. Name Name WMIR 101mu's j a S. Title Title /� I v ) D-4 Date Date APPROVED AS TO FORM: CITY ATTORNEYS OFFICE Date: 104-4 / IN By; i A �n C. Harp, City Attorney Attest; Leilani 1. Brown, M Docusign Envelope ID: 128DB805-B689-468D-9443-2C0447546150 tS sambasafety Accepted by: By executing below, Customer acknowledges and agrees to the terms and conditions set forth herein (the "Service Order Terms") and the Master Services Agreement. Any reference to the "Agreement' shall refer to these Service Order Terms, and any additional Service Orders between the parties, together with the Master Services Agreement. This Agreement shall only become effective when signed by both Customer and SambaSafety, and any fees or other terms and conditions may be withdrawn or altered at any time unless and until this Agreement is executed by both parties. The later date on which either party signs shall be deemed the "Effective Date" of this Agreement. CUSTOMER SAFETY HOLDINGS, INC. ("SambaSafety") '^yJ/)(q% Signature W\AN MMNMN.M Signature 3ohn Conley Name , r 1 u Y ►1� 1lu"r IN k1oin�ii(u Da/ I� Name vice President, customer success e Title I `� ) DS// (/ Title 2024-10-29 Date Date APPROVED AS TO FORM: CITY ATTORNETS OFFICE Date. I �/� `� �2�( 8y:-1 " � A:� Q V ,f A r n C. Harp, City Attorney Docusign Envelope ID: 128DB805-B689-468D-9443-2C0447546150 sambasafety IS44AII, Exhibit A: SambaSafety Master Services Agreement These Master Services Agreement terms supplement the foregoing Service Order Terms executed between Customer and SambaSafety (each, a "party", and collectively the "parties"). All Service Orders executed between the parties and this Master Services Agreement shall together be referred to as the "Agreement." The Effective Date on the Service Order above shall also be deemed the "Master Services Agreement Effective Date." 1. Description of Services/License. During the Service Order Term specified in an applicable Service Order, SambaSafety will provide Customer with access to custom data reports and application services, including without limitation motor vehicle reports ("MVRs"), vehicle, title and registration histories, driver monitoring, database records, analytic services, and training (collectively, "Services") as more fully described in the applicable Service Order. 2. Term. This Agreement will become effective on the Effective Date and remain valid until the end of the term or until it is terminated by either party pursuant to the terms contained herein. Either party may terminate this Agreement upon written notice to the other party ifone party has materially breached the terms and conditions of this Agreement and the other party fails to cure such material breach within thirty (30) days of receiving written notice from the non -breaching party. 3. Pricing and Payment. All invoices are due and payable as set forth in the applicable Service Order. In addition to all payments specified in this Agreement, Customer shall pay, or reimburse SambaSafety for, all taxes imposed by federal, state and local authorities, including but not limited to, sales, use, excise, and value-added taxes, based upon any fees set forth in this Agreement provided that Customer shall have no responsibility for taxes based on SambaSafety's net income. 4. API Terms. Customer shall only access (or attempt to access) an API by the means described in the documentation of that API. SambaSafety sets and enforces limits on the use of its APIs in its sole discretion. Customer accepts and shall not attempt to circumvent any limitations documented with an API. Customer may request to use an API beyond the documented limitations, subject to the written authorization of SambaSafety. If Customer provides feedback or suggestions about SambaSafety's APIs, SambaSafety may use such information without obligation to Customer. Customer agrees that SambaSafety may monitor use of the APIs to ensure quality, improve SambaSafety's products and services, and verify Customer's compliance with this Agreement and the documentation of the APIs. SambaSafety may suspend access to the APIs if SambaSafety reasonably believes that Customer is in violation of this Agreement, the documentation of an API, or Applicable Laws. Customer shall not acquire ownership rights to a SambaSafety API or the content accessed through an API. For purposes of this Agreement, the APIs and their documentation shall be Confidential Information. 5. Confidentiality. "Confidential Information" means information that one party, or a party's corporate affiliate, discloses to the other party or its affiliate(s) under this Agreement, and that is marked as confidential or a reasonable person would believe to be considered confidential information given the nature of the information and the circumstances under which such information is disclosed; provided, however, neither party shall have any obligation to maintain the confidentiality of any Confidential Information which: (a) is or becomes publicly available by other than unauthorized disclosure by the recipient; (b) is independently developed by the recipient; (c) is received from a third party who has lawfully obtained such Confidential Information without a confidentiality restriction, or (d) to the extent required to be disclosed by law. The recipient will not disclose Confidential Information of the discloser, except to recipient's affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities to whom and which it transfers any Confidential Information of the discloser shall only use such information as permitted under the Agreement and that such individuals and entities shall keep it confidential in accordance with the Agreement. Notwithstanding the foregoing, if required by any court of competent jurisdiction or other governmental authority, the recipient may disclose to such authority, data, information or materials involving or pertaining to Confidential Information to the extent required by such court order or government authority; provided that the recipient shall have given reasonable notice to the discloser prior to such disclosure. Except for the limited use rights under the Agreement, neither party acquires any right, title, or interest in the other party's Confidential Information. The confidentiality of the information contained within the Services shall be maintained at all times. Information contained in the Services and MVRs shall not be distributed, sold or shared with any third party nor used by Customer in any way except as expressly authorized by this Agreement. Disclosure of such information may be cause for criminal and/or civil legal action against, Customer, its employees, principals, officers, agents, subcontractors, and any involved third parry. Pursuant to State and Federal law, any person who willfully and knowingly obtains, resells, transfers, or uses information in violation of law may be subject to criminal charges and/or liable to any injured party for treble damages, reasonable attorneys fees, and costs. Other civil and criminal laws may also apply. 6. Governing Law. This Agreement is governed by the substantive and procedural laws of the State of California, exclusive of conflicts of laws principles. The parties agree to submit to the exclusive jurisdiction of and venue in the State or Federal courts in Orange County, California. 7. Compliance with Laws. Each party represents, warrants, covenants and certifies that it shall order, receive, disseminate and otherwise use the Services in compliance with all applicable federal, state and local statutes, rules, codes and regulations, including without limitation, the Fair Credit Reporting Act ("FCRA"), the Driver's Privacy Protection Act, 18 U.S.C. §2721 et seq. ("DPPA"), and their state equivalents, including any changes, supplements or amendments to such Docusign Envelope ID: 128DB805-B689-468D-9443-2C0447546150 sambasafety lslw� statutes, rules, codes and regulations (collectively, "Applicable Laws"). Customer will use Services solely in accordance with "Permissible Purposes," as that term is defined under the FCRA. Services are solely for Customer's internal use and may not be redistributed to any third party. 8. Audit. Customer agrees that SambaSafety will have the right (but not the obligation) to conduct audits for the purpose of assessing Customer's compliance with the terms of this Agreement, upon reasonable notice, and Customer agrees to fully cooperate with SambaSafety in connection therewith. 9. Warranty. SambaSafety warrants that: (a) SambaSafety owns or has licensed the intellectual property rights to provide the Services to Customer, (b) the Services do not violate or infringe intellectual property rights of any third party. THE EXPRESS WARRANTIES IN SECTION THIS SECTION 9 ARE THE ONLY WARRANTIES APPLICABLE TO THE SERVICES. SAMBASAFETY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE WHICH ARE HEREBY DISCLAIMED. 10. Indemnification. Both parties shall indemnify, defend and hold harmless the other party from and against any claim, suit, proceeding, damages, costs, expenses (including, without limitation, reasonable attorneys' fees and court costs) brought by a third party against or suffered by the other party to the extent arising from the indemnifying parry's violation of Applicable Laws or willful misconduct. 11. Liability. REGARDLESS OF THE FORM OF ACTION OR THEORY OF RECOVERY, WHETHER IN CONTRACT, TORT, STATUTORY, WARRANTY OR OTHERWISE, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR RESPONSIBLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, MULTIPLE OR EXEMPLARY DAMAGES, RELATING TO OR IN CONNECTION TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ITS AWARENESS OF THESE RISKS. NOTWITHSTANDING ANY LANGUAGE ELSEWHERE TO THE CONTRARY IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, EACH PARTY'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO BREACH OF THIS AGREEMENT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT BE IN EXCESS OF THE AMOUNTS OF FEES (EXCLUDING STATE DATA FEES AND PASS - THROUGH FEES REMITTED DIRECTLY TO DATA PROVIDERS AND SUBSEQUENTLY INVOICED TO CUSTOMER) ACTUALLY PAID BY CUSTOMER TO SAMBASAFETY IN THE PREVIOUS 6-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE INITIAL CLAIM FOR DAMAGES. ONE OR MORE CLAIMS SHALL NOT INCREASE THIS AGGREGATE LIMIT. NOTWITHSTANDING THE FOREGOING, THE LIMITS AND EXCULPATIONS SET FORTH IN THIS SECTION 11 SHALL NOT EXCUSE CUSTOMER'S OBLIGATION TO PAY ANY FEES, TAXES OR OTHER AMOUNTS WITH RESPECT TO THE SERVICES, WHETHER COMMITTED OR RENDERED, OR ANY OBLIGATION BY A PARTY TO INDEMNIFY AND DEFEND CLAIMS, AS SET FORTH IN THIS AGREEMENT. 12. Notification in Event of Breach or Misuse of Information. Both parties will promptly (but in any event within 72 hours of any inadvertent or unauthorized release) notify the other party of any inadvertent or unauthorized release or other security breach of Personal Information contained in any Service and will be in compliance with Applicable Law regarding breach notification and remediation. For purposes of this Section, "Personal Information" means (i) any information about an identifiable individual and (ii) information that is not specifically about an identifiable individual but, when combined with other information, may identify an individual. 13. Information Security. Both parties shall take all reasonable security procedures and practices necessary to prevent the unauthorized disclosure and misuse of Personal Information. Such measures shall include implementing and maintaining a comprehensive information security program that includes, at a minimum, appropriate administrative, technical, physical, organizational and operational safeguards and other security measures that are appropriate to (i) the nature of the Services being provided by SambaSafety, and (ii) the risks associated with the receipt or storage of such Personal Information by the Customer. 14. Miscellaneous. This Agreement and all Service Orders constitute the final and entire agreement between the parties with respect to the Services and shall supersede all prior agreements or purchase orders between the parties with respect to such Services. This Agreement may not be amended by any subsequent purchase order. There are no representations, warranties, or agreements among the parties with respect to the Services contained herein, which are not fully expressed in the entire Agreement. Neither party shall be liable for any failure or delay in performance directly or indirectly caused by any act or omissions beyond its reasonable control. This Agreement can be executed in counterparts and electronic signatures will be deemed originals. If any one or more provisions of this Agreement or any exhibit is held to be invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the enforceability of the remaining provisions shall be unimpaired. No amendment to change, waiver or discharge this Agreement will be valid unless executed in writing by an authorized representative of each party. Any notice to the Customer, including invoices, shall be sent to the email or the physical address provided by Customer on the Customer Account Information page of this Agreement. Customer is responsible for providing notice to SambaSafety of any changes in contact information set forth on the Customer Account Information page. Any notice to SambaSafety shall be sent to: SambaSafety, 5619 DTC Parkway, Suite 1000, Greenwood Village, CO 80111. Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the non -assigning party, which shall not be unreasonably withheld except that either party may assign this Agreement pursuant to a merger, acquisition or sale of all or substantially all of its assets. EXHIBIT: REQUIRED COMPLIANCE FORMS SAMBASAFETY PERMISSIBLE PURPOSE DISCLOSURE Permissible Purpose. Upon the terms, and subject to the conditions set forth in the Master Services Agreement, Safety Holdings, Inc. ("Samba Safety") grants to Customer for the license period, a limited, nonexclusive, nontransferable, and revocable license to access the SambaSafety System only for the following purposes (check all that apply): CDL Employer: For use by an employer or its agent or insurer to obtain or verify information relating to a holder of a commercial driver's license that is required under state or federal law. Employment Signed Release: For use by a business, its agents, employees, or contractors for employment purposes, if the requester obtains the written consent of the individual to whom the information pertains. Government: For use by any government agency, including any court or law enforcement agency, in carrying out its functions, or any private person or entity acting on behalf of a Federal, State, or local agency in carrying out its functions. Customer certifies that: 1. Customer shall use the Services for the sole and exclusive purpose(s) Customer has selected above and for no other purpose; and 2. Customer will only use the Services for its own use and Customer is the end user of the Services. Customer certifies that when requesting Services for Employment purposes, Customer will: 1. Prior to requesting a report, provide a written disclosure to the employee or prospective employee in a document consisting solely of the disclosure that Services may be obtained for employment purposes; 2. Prior to requesting a report, obtain express written consent from the employee or prospective employee prior to obtaining any Services which explicitly authorizes the retrieval and use by Customer, its agents or contractors of any Information Services regarding the particular employee or prospective employee in question; each submission of an order is a certification that the disclosure was provided, and authorization has been obtained. 3. Provide the employee or prospective employee a notice, along with a copy of his or her report and a summary of rights under the FCRA before taking adverse action; and 4. After taking adverse action, provide the employee or prospective employee a notice that adverse action has been taken along with a copy of the report and summary of rights under the FCRA. 5. Not use the Services in violation of any employment equal opportunity laws. This includes any laws generally known as "Ban -the - Box". Customer certifies that it will not order a report until allowed under these laws. Customer acknowledges it is aware and will comply with all of the requirements of the Fair Credit Reporting Act ("FCRA"), and has downloaded a copy of the documents found under the heading "Consumer Disclosures" at https://www.sambasafety.com/msa. Customer understands that there are legal requirements and responsibilities when taking adverse action based in whole or part on consumer reports. Customer understands and agrees to comply with adverse action procedures required by the FCRA including requirements to provide a preliminary adverse action notice to consumers, along with a copy of the consumer report and A Summary of Your Rights Under the Fair Credit Reporting Act, allowing the consumer a designated period of time to contact the CRA if consumer wishes to dispute any information in the consumer report or to provide mitigating information to you, providing CRA contact information and providing a final adverse action notice to the consumer if a final adverse employment decision is made. Customer understands that SambaSafety is not legal counsel and cannot provide legal advice. Customer should work with counsel to develop an employment screening program specific to your needs. It is necessary for Customer to work with counsel to ensure that Customer's policies and procedures related to the use of CRA-provided information are in compliance with applicable state and federal laws and your legal responsibilities. I hereby certify that I am a legally authorized representative of Customer, and I hereby obligate Customer to the terms and conditions listed above: APPROVAL Signature �a r (pwot Name Company Flame APPROVED AS TO FORM: CITY ATTORNETS OFFICE Date:_ � O N By: Aakdn C. Harp, City Attorney D Date J Docusign Envelope ID: 128DB805-B689-468D-9443-2C0447546150 EXHIBIT: REQUIRED COMPLIANCE FORMS SAMBASAFETY PERMISSIBLE PURPOSE DISCLOSURE Permissible Purpose. Upon the terms, and subject to the conditions set forth in the Master Services Agreement, Safety Holdings, Inc. ("SambaSafety") grants to Customer for the license period, a limited, nonexclusive, nontransferable, and revocable license to access the SambaSafety System only for the following purposes (check all that apply): CDL Employer: For use by an employer or its agent or insurer to obtain or verify information relating to a holder of a commercial drivers license that is required under state or federal law. M Employment Signed Release: For use by a business, its agents, employees, or contractors for employment purposes, if the requester obtains the written consent of the individual to whom the information pertains. Government: For use by any government agency, including any court or law enforcement agency, in carrying out its functions, or any private person or entity acting on behalf of a Federal, State, or local agency in carrying out its functions. Customer certifies that: 1. Customer shall use the Services for the sole and exclusive purpose(s) Customer has selected above and for no other purpose; and 2. Customer will only use the Services for its own use and Customer is the end user of the Services. Customer certifies that when requesting Services for Employment purposes, Customer will: 1. Prior to requesting a report, provide a written disclosure to the employee or prospective employee in a document consisting solely of the disclosure that Services may be obtained for employment purposes; 2. Prior to requesting a report, obtain express written consent from the employee or prospective employee prior to obtaining any Services which explicitly authorizes the retrieval and use by Customer, its agents or contractors of any Information Services regarding the particular employee or prospective employee in question; each submission of an order is a certification that the disclosure was provided, and authorization has been obtained. 3. Provide the employee or prospective employee a notice, along with a copy of his or her report and a summary of rights under the FCRA before taking adverse action; and 4. After taking adverse action, provide the employee or prospective employee a notice that adverse action has been taken along with a copy of the report and summary of rights under the FCRA. 5. Not use the Services in violation of any employment equal opportunity laws. This includes any laws generally known as 'Ban -the - Box". Customer certifies that it will not order a report until allowed under these laws. Customer acknowledges it is aware and will comply with all of the requirements of the Fair Credit Reporting Act ("FCRA"), and has downloaded a copy of the documents found under the heading "Consumer Disclosures" at https://www.sambasafety.com/msa. Customer understands that there are legal requirements and responsibilities when taking adverse action based in whole or part on consumer reports. Customer understands and agrees to comply with adverse action procedures required by the FCRA Including requirements to provide a preliminary adverse action notice to consumers, along with a copy of the consumer report and A Summary of Your Rights Under the Fair Credit Reporting Act, allowing the consumer a designated period of time to contact the CRA if consumer wishes to dispute any information in the consumer report or to provide mitigating information to you, providing CRA contact information and providing a final adverse action notice to the consumer if a final adverse employment decision is made. Customer understands that SambaSafety is not legal counsel and cannot provide legal advice. Customer should work with counsel to develop an employment screening program specific to your needs. It is necessary for Customer to work with counsel to ensure that Customer's policies and procedures related to the use of CRA-provided information are in compliance with applicable state and federal laws and your legal responsibilities. I hereby certify that I am a legally authorized representative of Customer, and I hereby obligate Customer to the terms and conditions listed above: APPROVAL Signature o)-!!J-M,�14 Date 11-OW11111 /1 lI /IilturN l� , . Name Company Title APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Initial Date: By;..,.: �tl Aa n C. Harp, City Attorney