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2025-339-E-Human Resources-DISA GLOBAL SOLUTIONS INC-employment screening checks
Revised 01/24 1 [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 6th day of May, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and DISA Global Solutions, Inc., d/b/a CastleBranch , (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Provide background employment check services including Criminal History Checks (Federal, State, and County criminal records), SSN Validity Checks. Employment History Verifications, Education Verifications, I-9 and E-Verify Identity Verification, State Driving Records, Professional Licenses and Credentials. Credit Reports, Sex Offender Registry Searches, DOT Testing History and Criminal Investigative Services, when required. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A Revised 01/24 2 of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or addenda. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A Revised 01/24 3 to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Provide background employment check services including Criminal History Checks (Federal, State, and County criminal records), SSN Validity Checks. Employment History Verifications, Education Verifications, I-9 and E-Verify Identity Verification, State Driving Records, Professional Licenses and Credentials. Credit Reports, Sex Offender Registry Searches, DOT Testing History and Criminal Investigative Services, when required. As per attached United Master Service Agreement. 4. Duration of Services a. Term. The term of this Agreement shall be from May 6, 2025 to May 5, 2026. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be May 6, 2025. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed fifteen thousand and five-hundred Dollars ($15,500). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A Revised 01/24 4 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Brenda Bartholomew) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of as attached (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees to defend, indemnify and hold harmless the County, its officers, agents, and employees from and against any and all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project , but only to the extent such claims arise from the gross negligence or willful misconduct of the Provider, its employees, agents, or subcontractors. However, Provider shall have no obligation to indemnify the County for any claims or damages to the extent caused by the gross negligence or willful misconduct of the County, its officers, employees, or agents. This indemnity obligation shall be interpreted to the fullest extent permitted under North Carolina law, but shall not be construed to waive any applicable legal defenses or immunities available to either party. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A Revised 01/24 5 b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Upon termination of this Agreement, and upon written request, the Provider shall provide at least six (6) months of tail access to Provider’s platform at no cost for the County to download and retrieve any deliverables it wishes to retain. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A Revised 01/24 6 Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A Revised 01/24 7 In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Brenda Bartholomew Andrew Beaver P.O. Box 8181 Hillsborough, NC 27278 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A Revised 01/24 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Travis Myren, County Manager By: __________________________________ Andrew Beaver ______________________________________ Printed Name and Title Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A 5/12/20256/18/2025 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: DISA GLOBAL SOLUTIONS INC. Castle Branch Vendor Contact Person: Cat DiCaprio Phone: Address: 1844 Sir Tyler Drive, Suite 200, City Wilmington State: North Carolina Zip: 28405 Department: Human Resources Amount: $15,500 Purpose: employment screening checks Budget Code(s): 10250020 720018 Vendor # 46367 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 5/6/2025 End Date 5/5/2026 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have alread y begun or been completed. Description of the nature of the emergency condition that was addressed: adding services to contract Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A 5/12/2025 6/11/2025 6/15/2025 6/18/2025 6/18/2025 Revised 01/24 10 The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A Unified Master Services Agreement Page 1 | 10 v.13.0 2.2.2022 CASTLEBRANCH UNIFIED MASTER SERVICES AGREEMENT This Unified Master Services Agreement ("Agreement") is dated May 6, 2025 ("Effective Date") and is entered into by and between: Orange County Human Resources ("Client"), with a notice address of 131 West Margaret Lane, Hillsborough, NC 27278; Attn: Brenda Bartholomew, and DISA Global Solutions, Inc., d/b/a CastleBranch ("Vendor"), with a notice address of 1844 Sir Tyler Drive, Suite 200, Wilmington, North Carolina 28405; Attn: Legal. Client desires to engage Vendor to provide Services (defined below) as Client and Vendor may agree from time to time. Client and Vendor have agreed to the terms and conditions upon which Vendor will provide the Services; and Client and Vendor desire to memorialize the same in writing. In consideration of the forgoing, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Client and Vendor agree as follows: 1. Definitions: As used in this Agreement, the following terms shall have the meanings ascribed to them below: 1.1. "Account" means the individual registration and account of Client, and each User for access to the Services. 1.2. "Aggregate Data" means any information or data obtained or accessible by Vendor, as a result of individuals creating Accounts or accessing or using the Services or Vendor’s website, software, products, or services , that has been depersonalized and anonymized by removal of all Personal Information and other information that could be used to identify the Client or a specific individual. 1.3. "Agreement" means this Agreement, any Service Orders, and any addenda or exhibits, that may be attached hereto, which shall be specifically incorporated herein, as may be renewed, modified, or amended. 1.4. "Affiliated Unit" means (a) if Client is an educational institution (or program, department, or school therein), a health care facility that is affiliated with or a party to a contract with Client that permits Client to place or schedule Client’s students with the health care facility for purposes of completing clinical, experiential, residency, or other educational, degree, or licensure requirements; and (b) if Client is a health care system or health care facility, a program, department, or school at an educational institution that is affiliated with or a party to a contract with Client that permits the program, department or school to place or schedule its students with Client for purposes of completing clinical, experiential, residency, or other educational, degree, or licensure requirements. 1.5. "Authorized User" means a Client employee who is authorized by Client to access and use the Services. 1.6. "Data Breach" means a breach of security leading to the unauthorized or accidental acquisition, theft, loss, disclosure, or access of or to Personal Information , relative to this Agreement, from Vendor or Vendor’s network or system, or Client or Client’s network or system, as applicable. 1.7. "Data Protection Law" means all applicable legislation relating to data protection and privacy including , without limitation, the EU Data Protection Directive 95/46/EC and all local laws and regulations which amend or replace any of them, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”), together with any national implementing laws in any member state of the European Union or, to the extent applicable, in any other country, as amended, repealed, consolidated or replaced from time to time. The terms “process,” “processes,” and “processed” will be construed accordingly. 1.8. "Documentation" means any technical, product, service, or other business information, manuals, “help” files, instructions, descriptions, or specifications provided or made available by Vendor and applicable to the Services or any Vendor network, platform, or software. "Documentation" in the context of this Agreement does not include all information or records, but rather manuals and documents specifically relating to the software/system/platform's functionality, components, features, or requirements. 1.9. "Faculty User" means each faculty member of Client who is, may be, or will be considered for employment, placement, privileges, or access for student instructional/educational purposes with Client or Client’s Affiliated Unit. Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A Unified Master Services Agreement Page 2 | 10 v.13.0 2.2.2022 1.10. "Fees" means the fees for the Service(s) payable to Vendor under this Agreement and any Service Order. 1.11. "Individual User" means (a) each student who is or may be placed with Client or Client’s Affiliated Unit (as applicable) for clinical, residency, experientials, or other education or degree requirements; or (b) any of Client’s students, employees, volunteers, contractors, applicants, or other individuals to whom Services will be provided at the direction of Client. 1.12. “IP” means all networks, websites, systems, platforms, products, services, solutions, and software, and all interfaces, components, features, functions, tools, code (including, without limitation object code and source code), content, programming, tutorials, material s, graphics, documentation, information, modules, data that is compiled, accessed, obtained, created, or received by Vendor in connection with use of the Services (provided such data is not Client or a User’s Confidential Information), and other intellectual property, proprietary property, and trade secrets used or incorporated in, part of, made available to Client or its individual users in connection with using, procuring, or accessing, the Services . 1.13. “IP Rights” means any and all intellectual property rights, including, but not limited to, copyrights, trademarks, service marks, and patents, regardless of whether registered, unregistered, capable of registration, or incapable of registration, as well as know-how and trade secrets, contained in, related to, part of, or arising from the IP. 1.14. "Natural Person" means an identifiable natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 1.15. "Personal Information" means all information that can be used to identify a Natural Person or can be used with other sources to identify a Natural Person including, but not limited to (i) the user name or email address of a User, in combination with a password or other log -in credential that would permit access to the individual’s Account, (ii) a User’s first name or first initial, and last name, in combination with any one or more of the following data elements regarding the individual, when either the nam e or the data elements are not encrypted: the full social security number; driver’s license number or state identification card number; bank account number or credit or debit card number, in combination with any required security code, access code, or password that would permit access to an individual’s financial account; or biometric data. 1.16. "Protected Health Information" mirrors the definition of the same term under 45 C.F.R. 160.103. 1.17. "Required by Law" means all applicable international, federal, state, or local laws or regulations governing use of the Services, including but not limited to, Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. ("FCRA"), Family Educational Rights and Privacy Act ("FERPA"), 20 U.S.C. § 1232g, Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Data Protection Laws, and “Ban the Box” laws. 1.18. "Services" means the Vendor services requested and ordered by Client under one or more completed Service Orders, as hosted and made accessible to Client by Vendor. 1.19. "Service Order" means an order for Services and the relevant terms required by Vendor to supply such Services. All Service Orders shall be deemed a part of and included in the term “Agreement.” Notwithstanding the above, any irreconcilable conflict between this Agreement and a Service Order shall be controlled by the Service Order, but only for the Services covered by such Service Order. 1.20. "Subscription Term" means the duration of Client’s subscription to access and use the Service(s) subscribed to by Client, as set forth in the applicable Service Order, as may be renewed or otherwise modified by mutual written agreement of Client and Vendor. 1.21. "Third Party Fees" means the fees charged to Vendor by any vendor, furnisher, provider, record repository, or governmental agency or department in connection with the Services, such as, but not limited to, fees to access a data or information source. Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A Unified Master Services Agreement Page 3 | 10 v.13.0 2.2.2022 1.22. "User" means any one or more, as the context requires or permits, of the following: Authorized User, Faculty User, and Individual User. 2. Services/Right to Access and Use: Vendor will provide Client the Services as set forth in this Agreement and the applicable Service Order. Client represents to Vendor that all Authorized Users are employees or agents of Client who have a legitimate business need to access and use the Serv ices, and to view, copy, and access results, reports, documents, and information about the individuals on or through the Services. Client shall promptly notify Vendor if an Authorized User no longer is employed by Client or is no longer authorized to access or use the Services. Client and each Authorized User shall comply with all applicable laws, rules, and regulations. Client is responsible for any access to or use of the Services through Client’s Account (s). In no event shall Client or any Authorized User input, upload, transmit, publish, or disclose, or permit, authorize, cause, require, or request any other individual, entity, or organization to input, upload, transmit, publish, or disclose, on, to, or throu gh the Services any Protected Health Information. Client agrees that it shall not, and it shall instruct each of its Authorized Users to not, (a) disclose or provide to any third party any username, password, or other log-in credential to the Services; or (b) permit, authorize, or enable any third party not specifically authorized in writing by Vendor to access or use the Services. In the event that any password, username, or other log-in credential of Client or any Authorized User is compromised, accessed, obtained, or disclosed to or by any unauthorized person, entity, Client shall immediately notify Vendor. User’s access to or use of the Services is subject to Vendor’s website terms and conditions of use and privacy policy, which can be found at https://discover.castlebranch.com/terms-and-conditions/, and https://discover.castlebranch.com/privacy- policy/, respectively, and are subject to change. 3. Data Collection; Confidentiality and Information Security: 3.1. Where Vendor processes any Personal Information on behalf of Authorized Users, Vendor shall process such Personal Information in accordance with all applicable laws. Vendor shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security of any Personal Information collected or maintained as a result of the Services. In the event either Vendor or Client suffers or experiences a Data Breach, the Vendor or Client, as applicable, shall notify the other party in writing as soon as reasonably practicable, but in no event later than three (3) business days, or earlier if required by law, following the party’s knowledge of the Data Breach, and shall take commercially reasonable actions to contain and investigate the Data Breach. The notification shall identify, to the extent such information is available (and if permitted by law): (a) the nature of the Data Breach; (b) the Personal Information accessed; (c) the person(s) who accessed the Personal Information; (d) any steps taken by the party to contain the Data Breach; and (e) any corrective action the party has taken or will take to prevent future unauthorized access. The p arty that suffered or experienced the Data Breach shall provide notice to affected individuals and to applicable governmental agencies if Required by Law. 3.2. If Vendor processes any Personal Information on behalf of Client that is subject to GDPR, Vendor and Client each agree and acknowledge that the Client shall be the data controller and Vendor shall be the data processor (as those terms are defined in GDPR) with respect to the processing of such Personal Information. Vendor shall only process such Personal Information upon the reasonable instructions of the Client for purposes notified to it by the Client for which consent from the relevant data subjects has been obtained. To the extent a User is covered by GDPR, then Vendor will (a) only collect, process and transfer those categories of Personal Information that it may legitimately process in accordance with this Agreement and/or the Client’s written instructions or as permitted by consent from the User; (b) notify the Client promptly of any communication received from a Client User to Vendor relating to subject access rights; and (c) take reasonable measures to keep such Personal Information secure and confidential. To the extent applicable, the right to store and/or use Personal Information is subject to the Right of Erasure as reflected in GDPR and any other applicable Data Protection Law. 3.3. Vendor utilizes multiple third-party Processors (or “Sub-processors” as that term is defined in GDPR), strictly as necessary, to perform the services und er this Agreement. Vendor imposes, in writing, the same data privacy, confidentiality, and security requirements on its Sub-Processors to which Vendor and Client are subject under this Agreement. To the extent Required by Law, Vendor will provide to Client, upon request, a list detailing the then current Sub-Processors to which Vendor discloses or allows access to Personal Information under this Agreement. Should Client refuse consent to Vendor’s use of a particular Sub-Processor(s), to the extent consent is require by law, and upon notice to Vendor, Client shall have the option of terminating this Agreement without penalty or liability. 3.4. Each party may be given access to Confidential Information of the other party under or in connection with this Agreement. "Confidential Information" means any proprietary or non-public information compiled, accessed, Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A Unified Master Services Agreement Page 4 | 10 v.13.0 2.2.2022 or received by one party (the "receiving party") from or on behalf of the other party (the "disclosing party") under this Agreement, however manifested or communicated, including, without limitation, methods, processes, technical documentation, know-how, trade secrets, plans, pricing lists, strategies, research and development, analyses, business plans, techniques, software, formulations, data, employee information, Documentation, consumer reports, investigative consumer reports, or other proprietary or non -public information. Notwithstanding the foregoing, “Confidential Information” will not include any information that (a) is or becomes a part of the public domain other than through the act or omission of the receiving party, (b) is lawfully in the possession of the receiving party prior to it being provided by the disclosing party; (c) is lawfully disclosed to the receiving party by a third party that does not have an obligation of confidentiality to the disclosing party; or (d) is independently developed by the receiving party without use of the disclosing party’s Confidential Information. The receiving party agrees that it will not use or disclose the Confidential Information except as provided in this Agreement. The receiving party may disclose Confidential Information to its and its affiliates’ and subsidiaries’ employees, officers, directors, agents, contractors, and representatives, including, without limitation, legal counsel (collectively "Representatives") who have a need to know the information and are bound by an enforceable contractual or ethical duty of confidentiality to the receiving party. 3.5. Nothing contained in this Agreement shall prohibit the receiving party from disclosing Confidential Information as Required by Law or pursuant to a court order, valid subpoena, or investigation by a government body or regulatory agency having jurisdiction over the receiving party or the disclosing party; provided, however, that prior to any such disclosure, the receiving party shall (a) give written notice to the disclosing party (unless prohibited by law) as soon as reasonably practicable and reasonably cooperate in any action by the disclosing party to challenge the disclosure of the Confidential Information ; and (b) limit the scope of disclosure of Confidential Information to that which is legally required. 3.6. Client agrees that, notwithstanding anything in this Agreement to the contrary, Vendor may, subject to all restrictions and consent requirements Required by Law, at all times access, analyze, process, store, maintain, retain, use, disclose, create derivative works of, transfer, and copy any or all information or data collected, compiled, accessible, produced, or received under or in connection with this Agreement or the Services, including, without limitation, Confidential Information, without crediting or compensating Client or any other person or entity, as follows: (a) to perform, provide, or make available the Services or as permitted or required by this Agreement; (b) as Required by Law; (c) for legal, accounting, regulatory, and data analysis purposes of Vendor and its successors and assigns, including, without limitation, (i) to respond to disputes by Client or any individual regarding any alleged incompleteness or inaccuracy in any consumer report or investigative consumer report; (ii) to provide copies of an individual’s file to the applicable individual upon request; (iii) to respond to, defend, initiate, and prosecute litigation, actions, claims, or proceedings; (iv) to respond to court, regulatory agency, or other subpoenas or orders; or (v) to respond to inquiries or requests for information from Client or the individual with respect to whom the information relates; (d) as instructed, agreed, consented to, or authorized by Client; (e) as instructed, agreed, consented to, or authorized by the individual with respect to whom the information relates, by any legal consent, including but not limited to, through a consent application that the individual utilizes to manage, own, maintain, co ntrol, and share their personal identifying information; (f) to the purchaser of or successor to all or substantially all of the assets or business of Vendor; or (g) to send to Client or the individual with respect to whom the information relates updates, notices, marketing announcements, and information regarding Vendor or the Services, including but not limited to, important updates and notices regarding maintenance or downtime. Vendor agrees to abide by any applicable limitations on re- disclosure of personally identifiable information from education records set forth in FERPA. 3.7. Notwithstanding anything contained in this Agreement to the contrary, Vendor may at all times store, maintain, retain, analyze, access, use, disclose, reproduce, copy, publicize, create derivative works from, or process Aggregate Data, without restriction and without crediting or compensating Client or any other person or entity. 4. Termination: Unless earlier terminated as provided for herein, this Agreement will remain in effect until the expiration or termination of all obligations under any Service Order. This Agreement may be terminated as follows: (a) by either party for convenience by providing thirty (30) days written notice ; (b) by either party if the other party breaches any provision of this Agreement and such breach is not cured within fifteen (15) days after delivery of notice to the breaching party, which must specify the details of the breach and indicate the party’s intent to terminate this Agreement if the breach is not timely cured; or (c) by either party immediately and without further notice in the event that any voluntary or involuntary bankruptcy, insolvency, receivership, or other similar proceeding is commenced by Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A Unified Master Services Agreement Page 5 | 10 v.13.0 2.2.2022 or against the other party, or the other party becomes insolvent, or makes an assignment for the benefit of creditors, or dissolves or liquidates, or terminates its existence. 5. FCRA Consumer Reports Certifications / Conditions Precedent to Provisions of Services: 5.1 Client acknowledges that some or all of the products or services being procured or accessed under this Agreement may constitute or contain "consumer reports," "consumer credit reports," or "investigative consumer reports" as such terms are defined in FCRA or applicable state or local laws (sometimes collectively referred to herein as "consumer reports"). Client shall not request or obtain, or permit its employees, agents, contractors, or representatives to request, access, or obtain consumer reports or other information from Vendor for resale or unauthorized transfer to any other individual, entity, association, or organization unless specifically authorized by Vendor or the consumer with respect to whom the consumer report relates. All consumer report s and other information provided or otherwise made available by Vendor to Client or any other entity, organization, association, or individual in connection with this Agreement, the products, or services, are current only as of the date provided on the rep ort or information. All “medical information”, as defined under FCRA (including, without limitation, immunization records), and any other records, information, or documents uploaded, input, or transmitted to Vendor by Client or any individual in connection with the products or services provided or made available under this Agreement, are provided, made available, and stored “AS IS,” and Vendor makes no, and expressly disclaims all, representations and warranties, express or implied, regarding the completeness, accuracy, or validity of any such records, documents, or information. Client agrees that Vendor is not responsible or liable to Client or any other individual, entity, or organization for the record keeping practices of third parties, or errors or omi ssions in the records or information of third parties that are provided or made available to Client, including, but not limited to, the department of motor vehicles; county, state and federal courts; state repositories; state and regional prisons; local police stations; federal bankruptcy courts; federal civil courts; state medical boards; drug testing facilities or specimen collection sites; professional licensing organizations; and other local, state, and federal organizations and agencies. 5.2 Client acknowledges that Vendor (a) is not a law firm; (b) is not providing legal advice to Client; (c) does not guarantee or warrant Client’s compliance with applicable laws regarding Client’s use of the Services , and that it is Client’s responsibility to consult with its own legal counsel. Vendor may make available to Client sample forms or other documents which may include, but are not limited to, sample consumer report disclosure forms, sample consumer report authorizations, and sample pre-adverse and adverse action notices (collectively, “Sample Forms”). Client acknowledges and agrees that any Sample Forms that are provided or made available by Vendor are only samples and do not constitute legal advice. Vendor shall have no liability or responsibility regarding Sample Forms. Vendor expressly disclaims any warranties, representations, or responsibility or damages associated with or arising out of Sample Forms or any information contained therein. 5.3 If applicable, Client agrees to abide by all “Ban the Box” laws and other similar laws and regulations (including, without limitation, any prohibition or restriction on requesting or obtaining salary history information or criminal history information). 5.4 Client represents, warrants, and certifies to Vendor that it is obtaining and using consumer reports from Vendor solely (a) at the written request of the consumer with respect to whom the consumer report relates ; (b) for the purposes of a legitimate business need for the information in connection with a business transaction that is initiated by the consumer with respect to whom the consumer report relates; or (c) for employment purposes, which may include for the consumer’s participation in an educational program with Client or participation in clinical, experiential, residency, or other education or degree requirements at Client’s facility or a clinical program, which may be deemed “employment purposes” under FCRA, and for no other purposes. Client sha ll confirm the permissible purpose at the time of each order. 5.5 With respect to each consumer report requested, obtained, accessed, or used by Client, Client agrees and certifies, and shall agree and certify as requested by Vendor, as follows: (a) no information from any consumer report will be used in violation of, and Client will comply with, any applicable federal, state, or local equal employment opportunity law or regulation or other applicable law or regulation; (b) Client has made a clear and conspicuous disclosure in writing to the individual with respect t o whom a consumer report is being procured, before Client procured or caused to be procured the consumer report or investigative consumer report, in a document that consists solely of the disclosure, that complies with federal law (and has provided any oth er disclosures required by state or local law); and (c) the individual with respect to whom the consumer report is being procured authorized in writing the procurement of the consumer report by Client (including, if applicable, the procurement of immunizat ion records Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A Unified Master Services Agreement Page 6 | 10 v.13.0 2.2.2022 or other medical information for use in employment purposes, specifically verifying the individual’s compliance with Client or health care facility requirements for accessing, teaching, or providing educational services at the facility). Client certifies and agrees that each time it orders or accesses a consumer report, it is reaffirming the above certifications. 5.6 Prior to taking adverse action based in whole or in part on information contained in a consumer report provided by Vendor, Client certifies to Vendor that it shall provide to the consumer: (a) a copy of the report; (b) a description, in writing, of the rights of the consumer entitled: “A Summary of Your Rights Under the Fair Credit Reporting Act;” and (c) any and all documents or notices required under state or local law. After the appropriate waiting period, if the Client takes an adverse action based in whole or in part on such information, Client hereby certifies to Vendor that it shall issue to the consumer a notice of the adverse action taken, including the statutorily required notices identified in the FCRA. If required by law, Client agrees to perform an individualized assessment and/or other considerations before taking any adverse action based on a criminal record. 5.7 Client agrees that Vendor may, but shall not be obligated to, request copies of any and all written disclosures provided by Client to any consumer(s) and written authorizations executed or provided by any consumer(s) with respect to the procurement by Client from Vendor of services regarding such consumer(s). Client shall provide to Vendor copies of all requested disclosures and authorizations as required by FCRA. Vendor reserves the right to prepare and send, in its sole and absolute discretion, notices under Section 613 of FCRA to applicable consumers. 5.8 If Client requests an investigative consumer report, Client certifies that it has provided a disclosure that: (a) an investigative consumer report (including information as to the consumer’s character, general reputation, personal characteristics, and mode of living, whichever are applicable) may be obtained by Client for employment purposes; (b) if applicable, the consumer report will include immunization records and other medical information to be used for employment purposes, specifically verifying the individual’s compliance with Client or health care facility requirements for placement, accessing, teaching, or providing educational services at the facility, and (c) the consumer has a right to, within a reasonable period of time after receipt of the disclosure, receive from Client a complete and accurate disclosure of the nature and scope of the investigation requested. In addition to the disclosure requirements identified above, if the consumer makes a written request within a reasonable amount of t ime, Client shall provide: (d) information about whether an investigative consumer report has been requested; (e) written disclosure of the nature and scope of the investigation requested; and (f) Vendor’s contact information, including complete address and toll- free telephone number. This information will be provided to the consumer no later than five (5) days after the request for such disclosure was received from the consumer or such report wa s first requested, whichever is the latter. 5.9 Client certifies and acknowledges it has received and reviewed the following required notices and rules: (a) Notice to Users of Consumer Reports: Obligations of Users under the FCRA https://www.castlebranch.com/documents/obligations-of-users.pdf (b) Summary of Your Rights Under the FCRA https://www.castlebranch.com/documents/summary-of-your-rights-under-the-FCRA.pdf (c) Remedying the Effects of Identity Theft https://www.castlebranch.com/documents/remedying-the-effects-of-identity-theft.pdf (d) Disposal of Consumer Report Information and Records https://www.castlebranch.com/documents/disposal-of-consumer-report-information-and-records.pdf 5.10 ICRA & CCRAA: Regarding any consumer report, consumer credit report, or investigative consumer report obtained or accessed by Client about a resident of California and/or obtained or requested by Client if located in the State of California (collectively referred to in this subsection 5.10. as “investigative consumer reports”), Client certifies to Vendor that, under the Investigative Consumer Reporting Agencies Act, California Civil Code Sections 1786 et seq. (“ICRA”), and the Consumer Credit Reporting Agencies Act, California Civil Code Sections 1785.1 et seq.) (“CCRAA”), Client will do the following: (A) Request and use investigative consumer reports solely for permissible purpose(s) identified under California Civil Code Sections 1785.11 and 1786.12. (B) When, at any time, any investigative consumer reports are sought for employment purposes other than suspicion of wrongdoing or misconduct by the consumer who is the subject of the investigation, provide a clear and conspicuous disclosure in writing to the consumer, which solely discloses: (i) that an investigative consumer report may be obtained; (ii) the permissible purpose of the investigative consumer report; (iii) that information on the consumer’s character, general reputation, personal characteristics and mode of living may be disclosed; (iv) the name, address, telephone number, and website of Vendor; and (v) the nature and scope of the investigation requested, including a summary of the provisions of California Civil Code Section 1786.22. (C) When, at any time, investigative consumer reports are sought Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A Unified Master Services Agreement Page 7 | 10 v.13.0 2.2.2022 for employment purposes other than suspicion of wrongdoing or misconduct by the consumer, only request an investigative consumer report if the applicable consumer has authorized in writing the procurement of the same. (D) Provide the consumer a written form with a box to check indicating whether the consumer wishes to receive a copy of any prepared investigative consumer reports relating to consumer. If the consumer wishes to receive a copy of the same, Client shall send a copy of the investigative consume r report to the consumer within three (3) business days of the date that the same is provided to Client. The copy of the investigative consumer report shall contain the name, address, and telephone number of the person who issued the report and how to contact him/her. (E) Comply with California Civil Code Sections 1785.20 and 1786.40 if the taking of adverse action is a consideration, which shall include, but may not be limited to, advising the consumer against whom an adverse action has been taken that th e adverse action was based in whole or in part upon information contained in the investigative consumer report, informing the consumer in writing of Vendor’s name, address, and telephone number, and provide the consumer of a written notice of his/her rights under the ICRA and the CCRAA. 6. Fees/Payment: 6.1 Client, or if applicable, User or other person or entity designated in any applicable Service Order as the Responsible Party for payment of Fees (collectively the “Responsible Party”) shall pay to Vendor the Fees and all other fees and amounts required under this Agreement; provided, however, if the Responsible Party is an individual (for example, an Individual User), the Fees are due and payable by the Responsible Party prior to any Services being provided. All Fees and other fees and amounts are non-cancelable and the sums paid nonrefundable. Client represents and warrants that Client is permitted under applicable law to require or designate any Responsible Party as such to be responsible for and pay the Fees and other fees and amounts. Notwithstanding anythin g provided in this Agreement or any Service Order to the contrary, in the event of any increase in Third Party Fees, if applicable, Vendor may adjust the Fees for the affected Services, upon not less than fifteen (15) days’ prior written notice to Client (which written notice may be provided by Vendor to Client via email or other means), by the amount of such increase. 6.2 If Client is responsible for payment of any Fees, Vendor will transmit to Client a written invoice for all Fees due hereunder, to the address provided in the applicable Service Order for invoicing. Client shall, unless reasonably disputed, pay to Vendor all Fees and other fees and amounts listed in each invoice within fifteen (15) days after the date of the invoice, without reduction, deduction, or withholding of any amount. 6.3 The Responsible Party will be responsible for payment of all taxes, duties, tariffs, and similar fees, assessments, or obligations related to this Agreement, except for taxes based on Vendor’s net income, capital gains, or employee withholdings. In the event Client is exempt under applicable law from the payment of any applicable taxes, Client must deliver to Vendor a copy of Client’s current and valid tax-exemption certificate or other evidence satisfactory to Vendor of Client’s exemption. 7. Representations and Warranties: 7.1 Client represents and warrants to Vendor that Client has the full right, power, and authority, and has taken all corporate, board, company, or other required actions necessary, to enter into, execute, and perform its obligations under this Agreement. 7.2 Vendor represents and warrants to Client that Vendor is the owner of the Services, or the recipient of a valid right or license thereto, that the Services (when used by Client within the scope of, and in accordance with, this Agreement) do not infringe the intellectual property rights of any third-party, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. In the event of a breach of the representation or warranty in this subsection 7.2, Vendor, at its own expense and in its discretion, will take one or more of the following actions: (a) secure for Client the right to continue using the Services to which Client subscribed; (b) replace or modify the Services to make it or them non-infringing; or (c) terminate the infringing Services or features, functions, tools, or components of the Service(s), or this Agreement, and refund to Client an equitable pro rata portion of any prepaid fees attributable to such Services or features. In conjunction with Client’s right to terminate for breach where applicable and notwithstanding anything to the contrary in this Agreement, the preceding sentence states Vendor’s sole obligation and liability, and Client’s sole remedy, for breach of the representations and warranties in this subsection 7.2 and for any alleged or actual intellectual property infringement by the Services. Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A Unified Master Services Agreement Page 8 | 10 v.13.0 2.2.2022 7.3 If Client is to receive any type of consumer report furnished by Vendor , Client agrees that Vendor has the sole right to determine, in its reasonable discretion, what information is reportable or not reportable to Client or others under applicable laws, rules, and regulations, including, but not limited to, FCRA, and all such determinations of Vendor are final and conclusive. Client agrees that Vendor shall not be liable or responsible to Client for any good - faith determination by Vendor to not report or provide information in a consumer report. 7.4 Client understands and agrees that Vendor is not, and will not be deemed to be, making any determination or decisions regarding the suitability or eligibility, or acceptance or rejection, of any individual for any purpose including, without limitation, employment, promotion, reassignment or retention as an employee with or by Client, or admission or placement of the individual at Client or any Affiliated Unit. All decisions and determinations regarding any matter or transaction are made solely by Client. 8. DISCLAIMER OF WARRANTIES: EXCEPT TO THE EXTENT SET FORTH IN SECTION 7 OR AS PROHIBITED BY APPLICABLE LAW, CLIENT, ON BEHALF OF ITSELF AND ALL AUTHORIZED USERS, ACCEPTS THE SERVICES “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, AND VENDOR HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, OR ANY WARRANTY REGARDING QUALITY OR PERFORMANCE. EXCEPT AS PROHIBITED BY APPLICABLE LAW, VENDOR FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, ACCURATE, COMPLETE, AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET OR DATA LOSS, NOR DOES VENDOR WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, NOR DOES VENDOR REPRESENT OR WARRANT THAT THE SERVICES ARE SECURE FROM HACKING, VIRUSES, UNAUTHORIZED INTRUSION, OR PRIVATE AND SECURE. THE PARTIES AGREE THAT THE PROVISIONS OF THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT, AS ENACTED ANYWHERE, DO NOT APPLY TO THE AGREEMENT, AND ALL WARRANTIES THEREIN HEREBY ARE DISCLAIMED. 9. LIMITATION OF LIABILITY AND DAMAGES: 9.1 EXCEPT AS PROHIBITED BY APPLICABLE LAW OR FOR A BREACH OF CONFIDENTIALITY OR PERSONAL INFORMATION, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED AN AMOUNT EQUAL TO THE FEES PAID TO VENDOR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ALLEGED ACT(S) OR OMISSION(S) GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL EITHER PARTY OR ITS RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, REPRESENTATIVES, OR CONTRACTORS BE LIABLE OR RESPONSIBLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR ANY OTHER FORM OF LIABILITY, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE, EXCEPT FOR A BREACH OF CONFIDENTIALITY OR PERSONAL INFORMATION, FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, LOST PROFITS, DAMAGE TO REPUTATION, LOSS OF OPPORTUNITY, DAMAGES DUE TO INTERRUPTION OR COMPUTER FAILURE, OR PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE PERFORMANCE OF, USE OF, ACCESS TO, OR INABILITY TO USE, THE SERVICES. 9.2 If applicable law limits the application of the provisions of this Section 9, Vendor’s liability will be limited to the maximum extent permissible under applicable law. For the avoidance of doubt, Vendor’s liability limits and other rights set forth in this Section 9 apply likewise to Vendor’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, members, managers, consultants, and other representatives. 9.3 Vendor may at any time delete, terminate, remove, or modify any of the Services, in whole or in part, including, without limitation, any aspect, component, tool, feature, or function of the Services (each, a “Modification”). If any such Modification materially and substantially diminishes the functionality of the Services, based on a standard of objective reasonableness, Client may, within thirty (30) days after Modification, cancel its Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A Unified Master Services Agreement Page 9 | 10 v.13.0 2.2.2022 subscription for the affected Service(s) and receive a pro-rata refund of any pre-paid portion of the Fees. Vendor may at any time provide programming fixes, updates, and new versions to the Services that do not materially and substantially diminish the functionality of the Service(s). Vendor does not accept and hereby disclaims any liability in relation to, and Client agrees that Vendor shall not be liable or responsible for, any direct or indirect damages caused by the release or the absence of release of fixes, updates, or new versions of the Services or the modification, deletion, termination, removal, or addition of any of or to the Services. 10. Indemnification: Solely to the extent of Vendor’s available insurance coverage, Vendor agrees to defend, indemnify, and hold harmless Client and its employees, directors, officers, representatives, and agents (but only in the employees’, directors’, officers’, and agents’ official capacities with Client, not in their capacities as consumers or individuals) from and against any third-party claim, action, suit, or demand, and any damages, losses, settlements, judgment, costs, and expenses (including, without limitation, reasonable attorneys’ fees an d expenses) arising thereunder (collectively, “Third-Party Claims”) to the extent caused by any Data Breach experienced or suffered by Vendor that was caused by the negligence of Vendor or any employee of Vendor. Client shall: (a) promptly notify Vendor in writing of each Third-Party Claim; (b) give Vendor control over the defense and settlement of such Third- Party Claim, provided that Vendor consults with Client prior to any such settlement and that any such settlement contains the release of Client and its employees, directors, officers, agents, and representatives. Vendor shall not enter into any settlement arrangement that includes (c) any admission of guilt or liability by Client or any of its employees, directors, officers, representatives, or agents, or (d) any obligation, restriction, limitation, or prohibition on Client without the prior written consent of Client. Any failure or delay in providing notice of a Third -Party Claim shall not adversely affect Client’s right to indemnification hereunder, except to the extent that such failure or delay has resulted in prejudice or harm to Vendor. 11. IP Rights: Client (a) recognizes that IP are protected by copyright and other laws; (b) acknowledges and agrees that all right, title, and interest in and to any and all IP and IP Rights are and shall remain the exclusive property of Vendor or its licensors; and (c) acknowledges and agrees that all right, title, and interest in and to any third party content that may be accessed through use of the IP or Services is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. Nothing in this Agreement assigns or otherwise transfers any IP Rights to, or vests any IP Rights in, Client. Client shall not take any action to jeopardize, limit, or interfere with IP Rights. Client agrees not to remove, obscure, make illegible, or alter any notices or indications of the IP Rights, whether such notice or indications are affixed on, contained in, or otherwise connected to any materials. Client shall not undertake, cause, permit, or authorize the modification, creation of derivative works, translation, reverse engineering, data mining, decompiling, disassembling, or hacking of the Services, any website, software, intellectual property, platform, solution, product, service, network, code, or system of Vendor, or any data, information, reports, or records provided or made available or accessible through any Service. 12. Miscellaneous: 12.1 Notices. Unless otherwise expressly provided herein, any legal notice required or given under this Agreement shall be in writing and shall be effective for any purpose (a) upon receipt; or (b) three (3) business days after deposit, postage prepaid, with the U.S. Postal Service addressed to the address of the applicable party set out above or such changed address furnished to the other party in writing. 12.2 Assignment. Vendor may assign this Agreement, or any of its rights or obligations under this Agreement, without prior consent, to any affiliate or subsidiary of Vendor or to the purchaser or successor of all or substantially all of Vendor’s assets or business related to or used in any of the Services (whether by stock sale, merger, consolidation, asset sale, or otherwise). 12.3 No Waiver. No failure or delay by either party in exercising any right, power or remedy will operate as a waiver of such right, power or remedy, and only a signed written waiver shall be effective. 12.4 Severability/Survival. If any term, clause, or provision of this Agreement is held to be illegal, invalid, or unenforceable, it is the express intention of the parties that the remainder of this Agreement shall not be affected thereby, and each other term, clause, or provisio n of this Agreement and the application thereof shall be legal, valid, and enforceable to the fullest extent permitted by law. The provisions of Sections 6 (until all Fees have been paid to Vendor in full) 3, 5, 7, 8, 9, 10 and 11 shall survive the expiration or termination of this Agreement. Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A Page 10 | 10 v.13.0 2.2.2022 12.5 Modifications and Final Agreement. This Agreement sets forth and constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and all prior agreements, understanding, promises, representations, whether written or oral, with respect thereto are superseded hereby. No revision, amendment, or modification of this Agreement shall be effective unless it is in writing and signed by both parties. 12.6 Form of Signature. This parties agree that copies of signatures transmitted via electronic mail or fa csimile, as well as electronic records and electronic signatures, are accepted, admissible, and enforceable to the fullest extent permitted by law. Any document related to and including this Agreement, including Service Orders and other documents, may be executed via electronic signature, and the parties hereby waive any objection to the contrary 12.7 No Third-Party Beneficiaries. This Agreement is made solely for the benefit of Vendor and Client, and no other person shall have any right, benefit, or interest under or because of this Agreement. 12.8 Force Majeure. Neither party will be liable for any failure or delay in performance under this Agreement (other than for a delay in the payment of money due and payable hereunder) to the extent such failure or delay is caused by conditions beyond the reasonable control of and not the fault of the nonperforming party, including Acts of God, public health emergencies, earthquakes, floods, fire, hurricanes, unusually extreme or severe weather, wars, insurrections, terrorism, riots, labor stoppage, criminal acts of third p arties, network failures, system failures, or equipment failures, provided that the nonperforming party gives the other party prompt written notice, with full details following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. Each of the Client and Vendor, intending to be legally bound, has caused this Agreement to be executed by their respective authorized representatives as of the Effective Date. The individuals executing this document have been given authority by their respective entities to bind said entities hereto. Orange County Human Resources _________________________________________ Signature _________________________________________ Print or Type Name _________________________________________ Title _________________________________________ DISA Global Solutions, Inc., d/b/a CastleBranch _______________________________________ Signature Andrew Beaver _______________________________________ Print or Type Name ______________________________________ _ Title _______________________________________ Date Unified Master Services Agreement Date Brenda Bartholomew Human Resources Director Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A 5/12/2025 5/12/2025 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 372305191 USA DISA Global Solutions, Inc. Attn: Accounts Receivable 11740 Katy Freeway Suite 900 Houston, TX 77079 $5,000,000 Policy Aggregate applies to Commercial General Liability & Healthcare Professional Liability $250,000 Self-Insured Each Claim Retention applies to: Bodily Injury and Property Damage, Personal and Advertising Injury Liability, Healthcare Professional Liability and Stop Gap Employers Liability. SEE ATTACHED Orange County 300 West Tryon Street P.O. Box 8181 Hillsborough, NC 27278 04/21/2025 1-877-945-7378 1-888-467-2378 certificates@wtwco.com Vantage Risk Specialty Insurance Company 16275 Great Northern Insurance Company Federal Insurance Company 20303 20281 Indian Harbor Insurance Company 36940 W38697057 A 5,000,000 5,000,000 5,000,000 5,000,000 Y P03HC0000071450 11/08/2024 11/08/2025 B 1,000,000 11/08/202511/08/2024Y7362-98-01 C 10,000,000 0 Y 7819-73-37 11/08/2024 11/08/2025 10,000,000 7177-70-46CY 1,000,000No11/08/2024 11/08/2025 1,000,000 1,000,000 D Cyber Liability AggregateMTP9031824 09 11/08/2024 11/08/2025 Occurence Retention 393023927642171SR ID:BATCH: $500,000 $5,000,000 $5,000,000 WTW Certificate Center Page 1 of 2Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: DISA Global Solutions, Inc. Attn: Accounts Receivable 11740 Katy Freeway Suite 900 Houston, TX 77079 Orange County, its officer, agents and employees are included as Additional Insureds as respects to General Liability, Auto Liability and Umbrella/Excess Liability. Waiver of Subrogation applies in favor of Additional Insureds with respects to Workers Compensation as permitted by law. INSURER AFFORDING COVERAGE: Vantage Risk Specialty Insurance Company NAIC#: 16275 POLICY NUMBER: P03HC0000071450 EFF DATE: 11/08/2024 EXP DATE: 11/08/2025 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Professional Liability Ea. Claim & Aggregate $5,000,000 Claim Made Retention $250,000 ADDITIONAL REMARKS: Ohio Stop Gap Employers Liability: $750,000/$750,000/$750,000 excess of $250,000 Self Insured Retention for a total Limit of $1,000,000/$1,000,000/$1,000,000 Abuse & Molestation Sublimit $1,000,000 2 2 Willis Towers Watson Northeast, Inc. See Page 1 See Page 1 See Page 1 See Page 1 25 Certificate of Liability Insurance W38697057CERT:3930239BATCH:27642171SR ID: Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A