CM-2026-218 - 8/14/2026AGREEMENT BETWEEN THE CITY OF ROUND ROCK
AND VERIFIED FIRST, LLC
FOR THE PURCHASE OF
EMPLOYEE BACKGROUND INVESTIGATION SERVICES
THE STATE OF TEXAS §
§
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
§
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
This Agreement for the purchase of employee background investigation services, (the
“Agreement”) is made and entered into on this the day of , 2026, by and between
the CITY OF ROUND ROCK, TEXAS, a home-rule municipality whose offices are located at 221
East Main Street, Round Rock, Texas 78664, (the “City,”) and VERIFIED FIRST, LLC, whose
offices are located at 1120 South Rackham Way, Meridian, Idaho 83642 (“Vendor”). This
Agreement supersedes and replaces any previous agreement between the named parties, whether
oral or written, and whether or not established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase background investigation services, (“Services”); and
WHEREAS, City desires to purchase said services from Vendor; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE,
For and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
1.0 DEFINITIONS
A. Agreement means this binding legal contract between City and Vendor whereby
City is authorized to purchase the Services and Vendor will provide the Goods and Services. This
Agreement includes any exhibits, addenda, and/or amendments thereto. Any inconsistencies or
conflicts in the documents shall be resolved by giving preference in the following order:
(1) This Agreement;
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(2) Vendor’s Proposal attached hereto as Exhibit A;
(3) Vendor’s End-User Agreement attached hereto as Exhibit B; and
(4) Any other exhibits, addenda, and/or amendments.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date set out in the introductory paragraph above.
D. Services mean the background investigation services described herein and in the
attached Exhibit “A,” incorporated herein by reference for all purposes.
E. Vendor means Verified First, LLC or any successors or assigns.
2.0 EFFECTIVE DATE AND TERM
A. This Agreement shall remain in full force and effect until it expires as indicated
below or is terminated in accordance with Section 14.0.
B. The term of this Agreement shall be twenty-four (24) months from Effective Date and
shall not automatically renew.
3.0 SCOPE OF WORK
A. The Services which are the subject matter of this Agreement are described generally
herein and described in more detail in the attached Exhibit “A.”
B. This Agreement shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals, correspondence, or discussions. To the extent
that any provision in the attached exhibits conflicts with any provision in the body of this
Agreement, this Agreement shall control.
C. Vendor shall satisfactorily provide all deliverables and services described herein
and referenced in Exhibit “A” within the contract term specified. A change in the Scope of Services
or any term of this Agreement, including bonding requirements, must be negotiated and agreed to
in all relevant details, and must be embodied in a valid Supplemental Agreement as described
herein.
4.0 COSTS
A. The City shall pay Vendor an amount not-to-exceed $100,000.00 for the Services
provided by Vendor pursuant to this Agreement.
D. In consideration for the Services to be provided by the Vendor at the City’s request,
the City agrees to pay Vendor for any requested Services in accordance with the amounts set forth
in Exhibit “A.”
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5.0 INVOICES
All invoices shall include, at minimum, the following information:
1. Name and address of Vendor;
2. Purchase Order Number;
3. Description and quantity of items received; and
4. Delivery dates.
6.0 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City’s current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement if the governing body of City
does not appropriate funds sufficient to purchase the Services as determined by City’s budget for
the fiscal year in question. City may affect such termination by giving Vendor written notice of
termination.
7.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Vendor will be made within thirty (30) days of the date City receives goods under
this Agreement, the date the performance of the services under this Agreement are completed, or
the date City receives a correct invoice for the goods or services, whichever is later. Vendor may
charge interest on an overdue payment at the “rate in effect” on September 1 of the fiscal year in
which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code,
Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by City in
the event:
1. There is a bona fide dispute between City and Vendor, a contractor, subcontractor,
or supplier about the goods delivered or the service performed that cause the
payment to be late; or
2. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
3. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
4. The invoice is not mailed to City in strict accordance with this Agreement.
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8.0 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise
were offered or given by Vendor or its agents or representatives to any City officer, employee or
elected representative with respect to the performance of this Agreement. In addition, Vendor may
be subject to penalties stated in Title 8 of the Texas Penal Code.
9.0 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included
in Vendor’s charges.
10.0 INSURANCE
Vendor shall meet all City of Round Rock insurance requirements set forth at:
https://www.roundrocktexas.gov/wp-content/uploads/2024/12/CORR-Insurance-08-2024.pdf
11.0 CITY’S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Michelle Reyes
Assistant Director, Human Resources
221 East Main Street
Round Rock, TX 78664
mreyes@roundrocktexas.gov
12.0 DEFAULT
If Vendor abandons or defaults under this Agreement, Vendor shall be declared in default
of this Agreement if it does any of the following and fails to cure the issue within thirty (30) days
of receipt of written notice:
A. Fails to fully, timely and faithfully perform any of its material obligations under
this Agreement;
B. Becomes insolvent or seeks relief under the bankruptcy laws of the United States,
and is unable to perform its material obligations under the Agreement.
13.0 TERMINATION AND SUSPENSION
A. City has a right to terminate this Agreement in whole or in part, for convenience
and without cause, at any time upon thirty (30) days written notice to Vendor.
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B. In the event of any uncured default by either party, the non-defaulting party has the
right to terminate this Agreement for cause, upon ten (10) days’ written notice to the defaulting
party following the cure period.
C. If the City terminates this Agreement, the City shall be responsible only for
amounts due and owing up to the date of termination.
D. In the event City terminates under subsection (A) or (B) of this section, the
following shall apply: Upon City’s delivery of the referenced notice to Vendor, Vendor shall
discontinue all services in connection with the performance of this Agreement and shall proceed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to the Agreement. Within thirty (30) days after the Date of Termination, Vendor shall
submit a statement showing in detail the Services satisfactorily performed under this Agreement
up to the date the date of termination. City shall then pay Vendor that portion of the charges, if
undisputed. The parties agree that Vendor is not entitled to compensation for services it would
have performed under the remaining term of the Agreement as provided herein.
E. In the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City’s delivery of the referenced notice to Vendor, Vendor shall
discontinue all services in connection with the performance of this Agreement and shall proceed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this Agreement. Within thirty (30) days after the Date of Termination, Vendor
shall submit a statement showing in detail the goods and/or services satisfactorily performed
under this Agreement up to the date of termination. City shall then pay Vendor that portion of the
charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services
it would have performed under the remaining term of the Agreement except as provided herein.
14.0 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials harmless from and against all suits, actions, legal
proceedings, claims, demand, damages, costs, expenses, attorney’s fees, and any and all other costs
or fees arising out of, or incident to, concerning or resulting from the fault of Vendor, or Vendor’s
agents, employees or subcontractors, in the performance of Vendor’s obligations under this
Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be deemed to
limit the rights of the City or Vendor (including, but not limited to the right to seek contribution)
against any third party who may be liable for an indemnified claim.
15.0 COMPLIANCE WITH LAWS, CHARTER, AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock,
as amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
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B. In accordance with Chapter 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel and will not boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott Israel
during the term of this Agreement.
C. In accordance with Chapter 2274, Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a value
of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a
provision verifying that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The signatory
executing this Agreement on behalf of Vendor verifies Vendor does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association, and
it will not discriminate during the term of this Agreement against a firearm entity or firearm trade
association.
D. In accordance with Chapter 2274, Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a value
of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a
provision verifying that it: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement. The signatory executing this Agreement on behalf
of Vendor verifies Vendor does not boycott energy companies, and it will not boycott energy
companies during the term of this Agreement.
16.0 ASSIGNMENT AND DELEGATION
The parties hereby bind themselves, their successors, assigns and legal representatives to
each other with respect to the terms of this Agreement. Neither party shall assign, sublet or transfer
any interest in this Agreement without prior written authorization of the other party.
17.0 NOTICES
A. All notices and other communications in connection with this Agreement shall be
in writing and shall be considered given as follows:
1. When delivered personally to recipient’s address as stated in this Agreement; or
2. Three (3) days after being deposited in the United States mail, with postage prepaid
to the recipient’s address as stated in this Agreement.
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Notice to Vendor:
Verified First, LLC
Attn: Mary Hargrave
1120 South Rackham Way
Meridian, ID 83642
mhargrave@verifiedfirst.com
Notice to City:
City Manager
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephanie L. Sandre, City Attorney
309 East Main Street
Round Rock, TX 78664
B. Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
18.0 APPLICABLE LAW, ENFORCEMENT, AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed
by and construed in accordance with the laws and court decisions of the State of Texas.
19.0 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may be amended or supplemented only by mutual agreement of
the parties hereto in writing.
20.0 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement, or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC
Section 1-14) or any applicable state arbitration statute.
21.0 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no way
affect the validity or enforceability of any other portion or provision of this Agreement. Any void
provision shall be deemed severed from this Agreement, and the balance of this Agreement shall
be construed and enforced as if this Agreement did not contain the particular portion or provision
held to be void. The parties further agree to amend this Agreement to replace any stricken provision
with a valid provision that comes as close as possible to the intent of the stricken provision. The
provisions of this section shall not prevent this entire Agreement from being void should a provision
which is of the essence of this Agreement be determined void.
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22.0 MISCELLANEOUS PROVISIONS
A. Standard of Care. Vendor represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to generally
accepted industry practices.
B. Time is of the Essence. The parties agree that, from time to time, certain unique
transactions may have special requirements relative to timing and, accordingly, the parties will
identify those transactions and exercise best efforts to accomplish those transactions within the
stated timeframe. Other timing requirements will be met in a commercially reasonable manner.
Where damage is caused to City due to Vendor’s failure to perform in the special timing
requirement circumstances, City may pursue any remedy available without waiver of any of City’s
additional legal rights or remedies.
C. Binding Agreement. This Agreement shall extend to and be binding upon and
inure to the benefit of the parties’ respective heirs, executors, administrators, successors and
assigns.
D. Multiple Counterparts. This Agreement may be executed in multiple
counterparts, any one of which shall be considered an original of this document; and all of which,
when taken together, shall constitute one and the same instrument.
[Signatures on the following page.]
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IN WITNESS WHEREOF,City and Vendor have executed this Agreement on the dates
indicated.
Verified First, LLC
By:
Title:
Date Signed:
City of Round Rock, Texas
By:
Title:
Date Signed:
For City, Attest:
By:
Ann Franklin, City Clerk
For City, Approved as to Form:
By:
Stephanie L. Sandre, City Attorney
Exhibit “A”
Scope of Services & End User Agreement
1120 S Rackham Way, Suite 300
Verified First
Meridian, Idaho 83642
v
{ FSOU N D ROCK TEXAS
Verified First Highlights:
• Expedited candidate communication: Texting capabilities can accelerate completed reports by an average of
1 business day.
• Tailored account configuration: Enjoy customizable setups, including default packages, billing codes,
reference codes, and restricted viewing based on titles, departments, etc.
• Seamless Integration: Streamline background screenings within your platform, enabling easy ordering,
reviewing, approval, and adverse action processes without leaving the interface.
• Effortless account setup: Benefit from a swift integration setup, with accounts typically established within 10-
12 business days.
• Exceptional Customer Support:Access to our dedicated support team, which is tailored to meet your needs
at every stage of your journey with Verified First, including an Account Manager, Customer Care Team, and
Implementation Team.
• Customize your workflow process for Verifications and select a Work Number Alternative with MeasureOne
• There are no setup fees, monthly fees, annual fees, or monthly minimums. You pay strictly as you go with
30-day invoicing cycles. You pay for the screens you run plus any access fees (if applicable) and Alias
names if you choose.
Contact Information:
Mary Hargrave 855-445-3743
mhargrave@verifledfirst.com
Level 1 Price
Social Security Address Trace Report $1.75
Nationwide Sex Offender Registry $1.75
Nationwide Criminal Database $10.00
Total $13.50
Level 2 Price
Social Security Address Trace Report $1.75
Nationwide Sex Offender Registry $1.75
Nationwide Criminal Database $10.00
Current County of Residence Criminal Report $9.50
Total $23.00
Level 3 Price
Social Security Address Trace Report $1.75
Nationwide Sex Offender Registry $1.75
Nationwide Criminal Database $10.00
Unlimited County Criminal Records Search - 7 Year Lookback $17.50
Individual county level criminal search on each county lived in for the last seven years of
residence history pulled from the Social Security Trace. Excludes any pass-through fees
or manually added counties.
Total $31.00
Level 3 w/ Federal Price
Social Security Address Trace Report $1.75
Nationwide Sex Offender Registry $1.75
Nationwide Criminal Database $10.00
Unlimited County Criminal Records Search - 7 Year Lookback $17.50
Individual county level criminal search on each county lived in for the last seven years of
residence history pulled from the Social Security Trace. Excludes any pass-through fees
or manually added counties.
Unlimited Federal Criminal Records Search - 7 Year Lookback $12.50
Cases involving:white-collar crimes, embezzlement, kidnapping, illegal sale of firearms,
pornographic exploitation of children, drug trafficking.
Total $43.50
Verification Options Price
Employment Verification - Per Employer $9.50
Education Verification - Per Verification $9.50
Professional Reference Verification - Per Verification $10.50
Professional License Verification - Per Verificaiton $10.50
Contact issuing authority, verify date of issue, expiration date. Price per license, excludes
any access fees.
A La Carte Price
County Criminal Records- 7 Year Lookback $9.50
Uncovers misdemeanors and felonies within a specific county's Central or County Seat court.
Excludes any pass-through fees.
Education Verification $9.50
Verifies education history, degree provided by applicant. Price per school,excludes any access
fees. (5)
Employment Verification $9.50
Job title,tenure, salary, reasons for leaving, rehire eligibility. Price per employer, excludes any
access fees. (5,6)
Federal District Criminal Record - 7 Year Lookback $8.75
Cases involving:white-collar crimes,embezzlement, kidnapping, illegal sale of firearms,
pornographic exploitation of children,drug trafficking.
Nationwide Criminal Database $10.00
Multi-jurisdictional search of millions of state and county records. Database is compiled from
counties,department of corrections and administrative courts.
Nationwide Sex Offender Registry $1.75
Search of the National Sex Offender Registry.
Onsite Inspection- Only required if electing to run employment credit reports OR if you $95.00
would like to utilize the Work Number during employment verifications
Onsite Inspection
Professional License Verification $10.50
Contact issuing authority, verify date of issue, expiration date. Price per license,excludes any
access fees.
Professional Reference Verification $10.50
References are interviewed about duration, nature of their relationship. Price per individual
reference.
Social Security Address Trace $1.75
Reveals address history based on credit applications, utility bills, and similar filings. (2)
State Criminal Records - 7 Year Lookback $13.00
Checks available counties within the state. Not available in all states. Excludes any pass-through
fees. (1)
Unlimited County Criminal Records Search - 7 Year Lookback $17.50
Individual county level criminal search on each county lived in for the last seven years of residence
history pulled from the Social Security Trace. Excludes any pass-through fees or manually added
counties. (3,4)
Unlimited Federal Criminal Records Search - 7 Year Lookback $12.50
Cases involving:white-collar crimes,embezzlement, kidnapping, illegal sale of firearms,
pornographic exploitation of children,drug trafficking. (3)
All prices are per name,per search,unless otherwise noted.The pricing being offered is based off of an average monthly volume
of 42 orders placed.
Background Screening Footnotes:
1. Individual products billed at quoted price. Prices exclude any pass-through,access,or data fees.
1. Individual products billed at fixed-fee price. Excludes any pass-through,access,or data fees.
2. Address history from credit headers,utilities,etc. Does not determine the eligibility of employees to work in the United States.
Crosschecks with Social Security Death Index.
3. Counties listed on Social Security Address Trace. Prices exclude any pass-through,access,or data fees.
4. Certain industries capped at three most recent counties. Prices exclude any pass-through,access,or data fees.
5. Fee charged per individual verification.Three attempts made at each reference. Prices exclude any pass-through,access,
data fees.
6. Credit Inspection required to meet Federal regulations.One-time$95 inspection fee.
7. The Vaccine Fee will vary from clinic to clinic.This fee will be passed through on the invoice.
VERIFIED FIRST END-USER AGREEMENT
Version 2.2 – November 1, 2024
THIS END-USER AGREEMENT (“Agreement”) is made and entered into by and between Verified First, LLC, an Idaho Limited Liability
Company with offices at 1120 S Rackham Way, Meridian, Idaho 83642. its subsidiary and affiliate corporations, successors, and assigns
(“Company”) and: (legal business entity name) doing
business as (hereafter “End-User”). This Agreement shall
be effective on the date of first signature below (the “Effective Date”) provided a countersignature is obtained.
1. General
End-User is engaged in the business of End-User represents and agrees that
it is a legal entity in good standing with a legitimate permissible purpose for requesting the Services offered by Company (see Verified
First’s FCRA Notice to Users).
In connection with the Services (as such term is defined at www.verifiedfirst.com/definitions) provided pursuant to the terms of this
Agreement, Company strives to deliver accurate and timely “consumer reports” and/or “investigative consumer reports” (collectively
“consumer reports”) to assist End-User in making intelligent and informed decisions for a permissible purpose under applicable law. To this
end, Company assembles information from a variety of sources, including databases maintained by consumer reporting agencies containing
information from public records, other information repositories and third-party researchers. End-User understands that these information
sources and resources are not maintained by Company. Therefore, Company does not guarantee that the information provided from these
sources is accurate or current. Nevertheless, Company has in place reasonable procedures designed to respond promptly to claims of
incorrect or inaccurate information in accordance with applicable law.
2. End-User’s Certification of Fair Credit Reporting Act (FCRA) Permissible Purpose(s)
a) End-User hereby certifies that each time a consumer report is requested, all of its orders from Company shall be made, and the
resulting consumer reports shall be used, for the following Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., permissible purposes
only (Please check):
i) for employment purposes, defined as the purpose of evaluating a consumer for employment, promotion, reassignment, or
retention as an employee, including contractors and volunteers (§ 1681b-(a)(3)(B)), with the written authorization of the
consumer.
b) End-User will certify the specific permissible purpose each time a consumer report is requested.
3.End-User’s Certification of Legal Compliance
a) End-User certifies to Company that the consumer reports it receives will not be used in violation of any applicable federal, state or
local laws, including, but not limited to the FCRA and Title VII of the Civil Rights Act of 1964. End-User accepts full responsibility for
complying with all such laws, including any state consumer reporting laws or requirements, and for using the consumer reports it
receives from Company in a legally acceptable fashion. To that end, End-User agrees to comply with and provide all statutorily
required notices under the FCRA or other state laws when using consumer reports. End-User further accepts full responsibility for any
and all consequences of use and/or dissemination of those consumer reports. End-User further agrees that each consumer report will
only be used for a one-time use.
b) End-User agrees to have reasonable procedures for the fair and equitable use of consumer reports and to secure the
confidentiality of private information. End-User agrees to take precautionary measures to protect the security and dissemination of all
consumer report or investigative consumer report information including, for example, restricting terminal access, utilizing passwords to
restrict access to terminal devices, and securing access to, dissemination and destruction of electronic and hard copy reports. End-
User agrees to abide by Addendum A attached hereto which is incorporated into and is part of this Agreement. By using a Company
Service, End-User acknowledges and understands the practices described in Company’s Privacy Policy and the actual collection,
use, and disclosure of End-User-furnished information in accordance with Company’s Privacy Policy available at
https://legal.verifiedfirst.com/#/legal#privacy-policy.
c) As a condition of entering into this Agreement, End-User certifies that it will comply with all applicable local, state and federal laws
including but not limited to the FCRA and state law equivalents. Company will only keep information it provides to End-User for the
lesser of two (2) years or as required by applicable law. End-User certifies that it will retain information it receives from Company in
accordance with applicable law and will make such information available to Company upon request. In addition, End-User agrees to
abide by all state and local “Ban the Box” and other fair chance laws and ordinances, and certifies that it will not conduct a criminal
history background check until after conditional offer of employment has been provided, if required by applicable law. If End-User
requests and receives a consumer report that contains social media information, End-User certifies that it will not make any decision
based on a grade, score, or other notation about the social media information, but will look at the context of all reported information
and will follow applicable laws on the use of social media information.
d) If End-User seeks credit information, it certifies to Company that it has obtained written authorization and provided all disclosures
required by applicable federal, state or local laws, regulations and ordinances to the consumer in connection with such requests and
will provide information and agree to Addendum B before Company can provide credit information to End-User. Addendum B is
incorporated into and is part of this Agreement, if applicable. End-User acknowledges and agrees to notify its employees that End-
User can access credit information only for the permissible purposes listed in the FCRA.
e) End-User understands that the credit bureaus require specific written approval from Company before the following persons, entities
and/or businesses may obtain credit reports: private detectives, private detective agencies, private investigative companies, bail
bondsmen, attorneys, law firms, credit counseling firms, security services, members of the media, resellers, financial counseling firms,
credit repair clinics, pawn shops (except companies that do only Title pawn), check cashing companies (except companies that do
only loans, no check cashing), genealogical or heir research firms, dating services, massage or tattoo services, businesses that
operate out of an apartment, individuals seeking information for their own private use, adult entertainment services of any kind,
companies that locate missing children, companies that handle third party repossession, companies seeking information in connection
with time shares, subscriptions companies, individuals involved in spiritual counseling or persons or entities that are not an End-User
or decision maker.
f) End-User represents that, if it orders credit reports, End-User will have a policy and procedures in place to investigate any
discrepancy in a consumer’s address when notified by the credit bureau that the consumer’s address, as submitted by End-User,
substantially varies from the address the credit bureau has on file for that consumer.
g) End-User hereby acknowledges that it has received a copy of the Summary of Rights (16 C.F.R. Part 601, Appendix A) and Notice
of Users of Consumer Reports (16 C.F.R. Part 601, Appendix C), and Remedying the Effects of Identity Theft available at
www.verifiedfirst.com/fcra-notifications.
h) End-User hereby certifies that, under the Investigative Consumer Reporting Agencies Act (“ICRAA”), California Civil Code Sections
1786 et seq., and the Consumer Credit Reporting Agencies Act (“CCRAA”), California Civil Code Sections 1785.1 et seq., if the End-
User is located in the State of California, and/or the End-User’s request for and/or use of consumer reports pertains to a California
resident, applicant or employee, End-User will do the following:
Request and use consumer reports solely for permissible purpose(s) identified under California Civil Code Sections 1785.11 and
1786.12.
i) When, at any time, 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: (1) that a consumer report may be obtained; (2) the permissible purpose of the
consumer report; (3) that information on the consumer’s character, general reputation, personal characteristics and mode of
living may be disclosed; (4) the name, address, telephone number, and website of the Consumer Reporting Agency
conducting the investigation; and (5) the nature and scope of the investigation requested, including a summary of the
provisions of California Civil Code Section 1786.22.
ii) When, at any time, consumer reports are sought for employment purposes other than suspicion of wrongdoing or misconduct
by the consumer who is the subject of the investigation, only request a consumer report if the applicable consumer has
authorized in writing the procurement of the consumer report.
iii) When consumer reports are sought in connection with the hiring of a dwelling unit, notify the consumer in writing that a
consumer report will be made regarding the consumer’s character, general reputation, and personal characteristics. The
notification shall include the name and address of End-User as well as a summary of the provisions of California Civil Code
Section 1786.22, no later than three days after the date on which the consumer report was first requested.
iv) Provide the consumer a means by which the consumer may indicate on a written form, by means of a box to check, that
the consumer wishes to receive a copy of any consumer reports that are prepared.
v) If the consumer wishes to receive a copy of the consumer report, the End-User shall send (or contract with another entity to
send) a copy of the consumer report to the consumer within three business days of the date that the consumer report is
provided to End-User. The copy of the consumer report shall contain the name, address, and telephone number of the person
who issued the report and how to contact them.
vi) Under all applicable circumstances, 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 the adverse action was based in whole or in part upon information contained in the
consumer report, informing the consumer in writing of Company’s name, address, and telephone number, and provide the
consumer of a written notice of his/her rights under the ICRA and the CCRAA.
vii) Comply with all other requirements under applicable California law, including, but not limited to any statutes, regulations
and rules governing the procurement, use and/or disclosure of any consumer reports, including, but not limited to, the ICRA
and CCRAA.
i) When Consumer Reports are Used for Employment Purposes
i) If the consumer reports End-User obtains from Company are to be used for an employment purpose, End-User certifies that
prior to obtaining or causing a “consumer report” to be obtained, a clear and conspicuous disclosure, in a document consisting
solely of the disclosure, has been made in writing to the consumer explaining that a consumer report may be obtained for
employment purposes. Such disclosure satisfies all requirements identified in the FCRA. End-User also certifies that the
consumer has authorized, in writing, the obtaining of the report by End-User. If an investigative consumer report (as defined
by the FCRA) is obtained, End-User certifies a separate disclosure will be obtained and such disclosure satisfies all requisite
disclosure requirements for investigative consumer reports. End-User certifies that it also has provided the consumer with any
notices or disclosures required under applicable state and local law. End-User understands and agrees that Company will not
initiate a report for employment purposes in the absence of a written authorization. End-User certifies that each time it orders
a report, it is reaffirming the above certifications.
ii) Prior to taking adverse employment action based in whole or in part on the consumer reports provided by Company, End-
User will provide to the consumer: (1) a copy of the report, and (2) a description, in writing, of the rights of the consumer
entitled: “A Summary of Your Rights Under the Fair Credit Reporting Act.” After the appropriate waiting period, End-User will
issue to the consumer notice of the adverse action taken, including the statutorily required notices identified in Section 615 of
the Fair Credit Reporting Act. End-User will not initiate the pre-adverse and adverse action notice process until Company has
completed all search components of the consumer and/or investigative consumer report, Company has provided the complete
report to End-User, and End-User has reviewed the consumer report contents. End-User also will not initiate the pre-adverse
and adverse action notice process or otherwise take adverse action against a consumer based on a search or component of a
search that is canceled, not completed, unable to be performed, or marked as unperformable or that receives any other mark
or notation indicating that the search is not “complete.”
iii) Before taking adverse action based on a criminal record the EEOC Enforcement Guidance on the Consideration of Arrest
and Conviction Records in Employment Decisions recommends that you perform an individualized assessment and/or other
considerations. To obtain a copy of this EEOC Enforcement Guidance please go to the following website:
http://www.eeoc.gov/laws/guidance/arrest_conviction.cfm.
iv) Please note, as it relates to criminal history information, Company only reports conviction records and will report a
minimum of seven (7) years of conviction information, where allowed by any applicable fair credit reporting laws. Company
does not report non-conviction information unless a case is pending with a next court date scheduled and does not report
information relating to infractions, summary offenses, violations or other sub-criminal information. In determining whether a
criminal record is reportable, Company does not apply any state or local laws restricting the employer use of criminal history
UNLESS END-USER PROVIDES ADDITIONAL REPORTING RESTRICTIONS TO BE APPLIED TO CONSUMER
REPORTS. End-User assumes full responsibility for determining whether reported information may be used in the jurisdiction
where the consumer lives, works, or is applying for work.
v) Company complies with all FCRA and state and local laws that restrict the reportability of certain types of adverse
information about a consumer. To ensure compliance with such laws, End-User acknowledges and agrees that when including
any information about a consumer in a consumer report, Company follows the most restrictive reporting restrictions based on
the consumer’s residence address. End-User understands that some state laws allow Company to report convictions where
the date of disposition is older than seven years provided the consumer residing in the state is being considered for a position
with an annual salary that equals to, or is reasonably expected to equal, $25,000 or more. End-User certifies that if it seeks to
have access to convictions with a disposition date that is older than seven years, such information will only be sought for
consumers applying for employment with End-User who are being considered for a position with an annual salary that equals,
or is reasonably expected to equal, $25,000 or more.
j) Investigative Consumer Reports
In addition to the disclosure requirements identified above, if the consumer makes a written request for a complete and accurate
disclosure of the nature and scope of the investigation requested within a reasonable amount of time after the consumer’s receipt of
disclosure, End-User will provide consumer with a complete and accurate written disclosure of the nature and scope of the investigation
requested. End-User agrees to provide this information to the consumer no later than five (5) days after the date on which the request
for such disclosure was received from the consumer or such report was first requested, whichever is the later.
k) International Criminal Record Searches
End-User understands that searches of international background screening will be conducted through the services of a third-party
independent contractor. Because of differences in foreign laws, language, and the way foreign records are maintained and reported,
Company cannot be either an insurer or guarantor of the accuracy of the information reported. End-User therefore releases Company
and its affiliated companies, officers, agents, employees, and independent contractors from any liability whatsoever in connection with
erroneous information received because of an international background screening report.
l) National/Multi-State Database Searches
Company recommends that End-User screen its applicants or employees at the county court-house or online system, federal, and multi-
state/nationwide database levels. End-User understands that if it chooses not to conduct searches at these levels, Company cannot be
held responsible for any records that exist that are not included in the End-User’s coverage requested. End-User further understands
that the multi-state/nationwide database report will only be offered in conjunction with a county-level verification of any records found
and that End-User will bear any additional costs associated with this verification.
m) Text Messaging (SMS) Service
If End-User requests the Company to communicate with consumers via text message to a phone number disclosed by the consumer,
End-User understands that it is responsible for obtaining all necessary authorizations for compliance with the Telephone Consumer
Protection Act (“TCPA”) permitting the Company and its service providers to send text messages to the disclosed phone number. End-
User certifies that it will only request the Company to communicate with consumers via text message only after End-User has obtained
such authorization(s). End-User shall provide written evidence of opt-in upon request from Company and End-User agrees to notify
Company immediately of the name and number of any consumers who have not opted-into or have opted-out of receiving SMS
messaging.
End-User represents and warrants that End-User’s use of the Services will not violate any applicable law or regulation. End-User further
represents and warrants that End-User will only communicate with individuals in a manner that does not cause either the Company or
the End-User to violate any applicable statute, rule, or regulation relating to the use of e-mail, telephonic calls, text messages, SMS
messages, “in-app” communications, or similar methods of communicating with individuals who may be the target of the Services
obtained by the End-User.
n) Miscellaneous
End-User understands and agrees that access to certain types of information (e.g., credit, motor vehicle records, I-9 verification, etc.)
may require End-User to execute a separate contract, agreement, or addendum (as applicable) with Company or with Company’s
vendors or service providers. End-User understands that Company will not provide to End-User or allow End-User access to such
information unless and until it executes the relevant contract(s), agreement(s) or addenda (as applicable).
4. Additional Requirements for Motor Vehicle Records (MVRs) and Driving Records
End-User hereby certifies that Motor Vehicle Records and/or Driving Records (MVRs) shall only be ordered in strict compliance with the
Driver Privacy Protection Act (“DPPA”, at 18 U.S.C. § 2721 et seq.) and any related state laws. End-User further certifies that no MVRs
shall be ordered without first obtaining the written consent of the consumer to obtain “driving records,” evidence of which shall be transmitted
to Company in the form of the consumer’s signed release authorization form. End-User also certifies that it will use this information only in
the normal course of business to obtain lawful information relating to the holder of a commercial driver’s license or to verify information
provided by an applicant or employee. End-User shall not transmit any data contained in the resulting MVR via the public internet, electronic
mail or any other unsecured means.
5. Warrants
In the course of completing background checks, Company may uncover active arrest warrants which are outstanding against the subject.
In these cases, Company may be contacted by the law enforcement agency seeking the subject. End-User understands that Company will
furnish to law enforcement any information contained within the subject’s file to assist in the apprehension of the subject. Additionally,
Company may contact End-User, and End-User agrees to release to Company, all information End-User may have which will further the
apprehension of the wanted individual.
6.General Provisions
a) End-User agrees not to resell, sub-license, deliver, display or otherwise distribute to any third party any of the consumer reports
and investigative consumer reports addressed herein, except as required by law. End-User may not assign or transfer this Agreement
without the prior written consent of Company. In addition, End-User shall immediately notify Company of any of the following events:
change in ownership of End-User (over 50%), a merger, change in name or change End-user’s business. The parties understand that
this Agreement is for the sole benefit of Company and End-User and no third party shall be deemed a third-party beneficiary of this
Agreement. If any of the provisions of this Agreement become invalid, illegal, or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions shall not in any way be impacted. By agreement of the parties, TEXAS law shall guide the
interpretation of this Agreement, if such interpretation is required. All litigation arising out of this Agreement shall be commenced in
TEXAS, and the parties hereby consent to such jurisdiction and venue. Any written notice by either party shall be delivered personally
by messenger, private mail courier service, or sent by registered or certified mail, return receipt requested, postage prepaid to the
addresses listed below. This Agreement shall be construed as if it were jointly prepared. Both parties agree that this Agreement
constitutes all conditions of service, present and future. Changes to these conditions may be made only by mutual written consent of
an authorized representative of End- User and an officer of Company. The headings of each section shall have no effect upon the
construction or interpretation of any part of this Agreement.
b) If End-User is permitted to request consumer reports for employment purposes via Company’s website, then, in addition to all other
obligations, End-User agrees to abide by such additional conditions that may be imposed to utilize the website, provide all required
certifications electronically, to maintain complete and accurate files containing all required consent, authorization and disclosure forms
with regard to each consumer for whom a report has been requested, and maintain strict security procedures and controls to assure
that its personnel are not able to use End-User’s Internet access to obtain reports for improper, illegal or unauthorized purposes. End-
User agrees to obtain the consumer’s electronic consent to receive any legal or other notices electronically. End-User agrees to allow
Company to audit its records at any time, upon reasonable notice given. Breaches of this Agreement and/or violations of applicable
law discovered by Company may result in immediate suspension and/or termination of the account, legal action and/or referral to
federal or state regulatory agencies.
c) Company requires criminal history background checks for any authorized user of End-User to determine whether the authorized
user can be trusted to use the Services and information derived from the Services only for a legitimate business purpose and not
disclose such information except as permitted by this Agreement and applicable law. As allowed by law, and subject to an
individualized assessment, such background checks must not reveal any felony or misdemeanor conviction for the seven (7) years
preceding the date that the employee of End-User gains access to the Verified First Background Screening Portal. End-User must
retain each background check report for as long as an individual is an authorized user and for two years thereafter and will make such
background check reports available for review by Company upon reasonable request.
d) End-User understands and agrees that if it fails to place any orders for consumer reports or investigative consumer reports for a
period of thirteen (13) months, Company will automatically disable their account after which time End-User must complete a new
application for services and undergo credentialing before its service is restored.
7. Monitoring Products
It is the sole responsibility of End-User, and End-User represents and warrants that it maintains reasonable procedures, to promptly notify
Company of any personnel changes that are relevant to ensuring accuracy of the checks performed in connection with the monitoring
products and appropriate access control, including but not limited to MVR, Healthcare Compliance and Criminal. In addition, End-User shall
comply with all applicable federal, state and local laws in connection with use of the monitoring products, including but not limited to any
additional consent requirements under California law.
8. Confidentiality
a) Neither party shall reveal, publish, or otherwise disclose any Confidential Information to any third party without the prior written
consent of the other party. “Confidential Information” means all Proprietary Intellectual Property (defined below) or secret data; sales
or pricing information relating to either party, its operations, employees, products, or services; and, all information relating to any
customer, potential customer, Agent, and/or independent sales outlet. Either party may disclose Confidential Information in response
to a valid order of a court or other governmental body or as may otherwise be required by law to be disclosed; provided that the
disclosing party gives sufficient notice to the other party to enable the other party to take protective measures. The Parties agree to
always keep this information confidential during the term of this Agreement and continuing for five years after receipt of any
Confidential Information. Notwithstanding anything to the contrary herein, in no event shall Company be required to destroy, erase or
return any consumer reports or applicant data related thereto in Company’s files, all of which Company shall maintain as a consumer
reporting agency in strict accordance with all applicable federal, state, and local laws.
b) In connection with Services, End-User may have access to Confidential Information relating to Company’s intellectual property,
including but not necessarily limited to trade secrets, service marks, trademarks, trade names, logos, symbols, brand names,
software, technology, inventions, processes (that are subject to a patent or otherwise pending) collectively “Proprietary Intellectual
Property.” End-User acknowledges and agrees that Company is the sole exclusive owner of all right, title and interest in such
Proprietary Intellectual Property and it shall not disclose to any third party the nature or details of any such Proprietary Intellectual
Property. End- User further agrees that it has no right to publish, reproduce, prepare derivative works based upon, distribute, perform
or otherwise display any of Company’s Proprietary Intellectual Property.
9. Independent Contractor
The parties agree that the relationship of the parties created by this Agreement is that of independent contractor and not that of
employer/employee, principal/agent, partnership, joint venture or representative of the other. Except as authorized hereunder, neither party
shall represent to third parties that it is the employer, employee, principal, agent, joint venture or partner with, or representative of the other
party.
10. Fees and Payment
a) End-User must provide ACH debit information or a valid credit card to Company before End-User can order any services. If End-
User opts for credit card, the End-User agrees to pay up to 4% credit card processing fee, varied by applicable state law. End-User is
solely responsible for ensuring that payment information is always complete and accurate.
b) End-User agrees to pay nonrefundable fees and other charges or costs for Company background check services. Any charges or
costs, including but not limited to surcharges and other fees levied by federal, state, county, other governmental agencies,
educational institutions, employer verification lines and licensing agencies, incurred by Company in servicing End-User, will be
passed onto End-User. At Company’s option, payments not received thirty (30) days after the date of the invoice may cause the
account to be placed on temporary interruption, with no additional requests being processed until the balance due is paid in full or
arrangements have been made with Company’s Accounts Payable Department. Accounts with invoices unpaid thirty (30) days or
more will be assessed an interest charge of 1.5 % per month, as allowed by applicable law. In addition, Company charges a 4% fee,
or such other amount as permitted by applicable laws for collecting payments via credit card. Any concerns regarding invoices or line
items must be brought to the attention of Company’s billing department within 15 days of the date of such invoice. A $25 fee will be
charged on all returned checks and non-sufficient funds.
c) If the account goes to collection, End-User agrees to pay all reasonable and necessary collection expenses, including reasonable
and necessary attorneys’ fees and court costs, provided that there is no good faith dispute about the account going to collection. End-
User agrees that prices for services are subject to change without notice, although Company will make every reasonable effort to give
notice of such change before it becomes effective. Any account that remains inactive for a period of twelve (12) months will be
deemed inactive and may be terminated by Company.
11. Warranties, Remedies, and Limitation of Liability
a) End-User understands that Company obtains the information reported in its consumer reports from various third-party sources “AS
IS”, and therefore is providing the information to End-User “AS IS”.
b) End-User represents and warrants that End-User’s use of the Services will not violate any applicable law or regulation. End-User
further represents and warrants that End-User will only communicate with individuals in a manner that does not cause either the
Company or the End-User to violate any applicable statute, rule, or regulation relating to the use of e-mail, telephonic calls, text
messages, SMS messages, “in-app” communications, or similar methods of communicating with individuals who may be the target of
the Services obtained by the End-User.
c) Company makes no representation or warranty whatsoever, express or implied, including but not limited to, implied warranties of
merchantability or fitness for particular purpose, or implied warranties arising from the course of dealing or a course of performance
with respect to the accuracy, validity, or completeness of any consumer reports or investigative consumer reports, that the consumer
reports or investigative consumer reports will meet End-User’s needs, or will be provided on an uninterrupted basis; Company
expressly disclaims any and all such representations and warranties.
d) End-User represents and warrants that it has developed, implemented, and continues to maintain a written information security
program (“WISP”) that includes administrative, technical, and physical safeguards designed to endure the confidentiality, integrity, and
availability of data and systems used by End-User to obtain products and services provided by Company. End User further represents
and warrants that its WISP shall include safeguards which are consistent with and equivalent to the safeguards specified in
Addendum A, attached hereto and incorporated by reference.
e)COMPANY WILL NOT BE LIABLE TO END-USER FOR DAMAGES, AND END-USER HEREBY RELEASES COMPANY FROM
ANY LIABILITY FOR ANY AND ALL KINDS OF DAMAGES ARISING UNDER ANY THEORY OF LEGAL LIABILITY TO THE
FULLEST EXTENT THAT END- USER MAY LEGALLY AGREE TO RELEASE COMPANY FROM LIABILITY FOR SUCH
DAMAGES, NONETHELESS, IN THE EVENT COMPANY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE
LIABLE TO END-USER FOR ANY MATTER ARISING UNDER OR RELATING TO THIS AGREEMENT, WHETHER ARISING IN
CONTRACT, EQUITY, TORT OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY CLAIM FOR NEGLIGENCE), THE
AMOUNT OF DAMAGES RECOVERABLE AGAINST COMPANY FOR ALL SUCH MATTERS WILL NOT EXCEED, IN THE
AGGREGATE, ONE TIME THE AMOUNT PAID TO COMPANY BY END-USER FOR THE SERVICE DURING THE 12 MONTHS
IMMEDIATELY PRECEDING THE DATE TO WHICH A GIVEN CLAIM RELATES PROVIDED PURSUANT TO THIS AGREEMENT;
RECOVERY OF THE FOREGOING IS END-USER’S SOLE AND EXCLUSIVE REMEDY HEREUNDER. IN THE EVENT COMPANY
IS LIABLE TO END- USER FOR ANY MATTER RELATING TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, EQUITY
OR TORT (INCLUDING WITHOUT LIMITATION ANY CLAIM FOR NEGLIGENCE), AND IN ADDITION TO ANY OTHER
LIMITATION OF LIABILITY OR REMEDY SET FORTH IN THIS AGREEMENT, THE AMOUNT OF DAMAGES RECOVERABLE
AGAINST COMPANY WILL NOT INCLUDE ANY AMOUNTS FOR INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING
LOST PROFITS, LOST INCOME, OR LOST SAVINGS, OR ANY OTHER INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES EVEN
IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY FOR SUCH DAMAGES.
f) Responsibility for End-User's Conduct. End-User acknowledges and agrees that Company shall have no responsibility for the
consequences of End-User's use of consumer reports or investigative consumer reports, including but not limited to End-User's hiring,
employment, contracting, licensing, or other business decisions; End-User's compliance with the Fair Credit Reporting Act ("FCRA")
or any applicable federal, state, or local law; or the content, timing, method of delivery, or effectiveness of any disclosures,
authorizations, notices, pre-adverse action letters, adverse action letters, or similar communications provided to consumers.
End-User shall remain solely responsible for its own acts, omissions, and compliance with applicable law. Nothing in this Agreement
shall be construed as requiring End-User to indemnify, defend, or hold harmless Company to the extent such an obligation is
prohibited by applicable law. Nothing in this Agreement shall be construed as a waiver of any governmental immunity, sovereign
immunity, or statutory limitation of liability available to End-User.
g) End-User agrees it is solely responsible for having adequate and legally compliant disclosures, adverse action letters, and
processes under the FCRA and applicable state and local law. Company does not guarantee End-User’s compliance with all
applicable laws in its use of reported information, and does not provide legal or other compliance-related services upon which End-
User may rely in connection with its furnishing of reports. End-User understands that any documents, sample forms and letters,
information, conversations or communication with Company’s representatives regarding searches, verifications or other services
offered by Company are for information purposes only and not to be considered a legal opinion regarding such use. End-User agrees
that
(1) it will consult with its own legal or other counsel regarding the use of background screening information, including but not
limited to, the legality of using or relying on reported information and to review any sample forms as well as the content of
prescribed notices, sample adverse or pre-adverse action letters and any attachments to this Agreement for compliance
with all applicable laws and regulations and (2) the provision and content of such notices, pre- adverse or adverse action
letters and the contents thereof is the sole responsibility of End-User not Company. End-User acknowledges and agrees
that it has no obligation to use and is solely responsible for independently vetting the contents of, any sample forms,
disclosures, or letters that Company has provided to End-User in connection with this Agreement. Company fully disclaims
any and all liability relating to the content, compliance or effectiveness of any such certifications, consumer consents, forms,
notices, summary of rights, disclosures, authorizations, pre-adverse or adverse action letters, other materials or information.
If End-User utilizes Company’s candidate entry system and/or its adverse action processing system, End-User agrees that
it has had such processes, documents and letters reviewed by its counsel.
h) Company will keep information it provides to End-User in accordance with company’s data retention policy, found at
https://legal.verifiedfirst.com/#/legal#data-retention-policy
12.Term and Termination
a) The term of this Agreement shall begin on the date it is executed by End-User and shall be in effect for twenty-four (24) months and
a maximum not-to-exceed amount of $100,000 beginning on the last date of signature below.
b) Except as otherwise provided for herein, either party may cancel this Agreement by giving thirty (30) day written notice to the other
party. If End-User desires to terminate this Agreement, End-User agrees that it will pay Company for all services that have been
provided prior to the effective date of termination. Company may terminate or revise the provisions of this Agreement immediately
upon written notice if End-User is the debtor in a bankruptcy action or in an assignment for the benefit of creditors or if End-User
undergoes a change in ownership. Termination of this Agreement by either party does not release End-User from its obligation to pay
for services rendered or other responsibilities and agreements made.
c) In addition to any and all other rights a party may have available according to law, if a party defaults by failing to perform any
provision, term or condition of this Agreement the other party may terminate the Agreement by providing written notice to the
defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have
fifteen (15) days from the receipt of such notice to cure the default(s). Unless waived by party providing notice, the failure to cure the
default(s) within such time period shall result in the automatic termination of this Agreement.
13.Force Majeure
End-User agrees that Company is not responsible for any events or circumstances beyond its control (e.g., including but not limited to
war, terrorism, riots, embargoes, strikes, internet or telecommunication failures, acts by hackers or other malicious third parties, and/or
Acts of God or governmental action) that prevent Company from meeting its obligations under this Agreement and such performance,
except for any payment obligations of End-User, shall be excused to the extent that it is prevented or delayed by reason of any of the
foregoing.
14. Waiver
The failure of either party to insist in any one or more cases upon the strict performance of any term, covenant or condition of this Agreement
will not be construed as a waiver or subsequent breach of the same or any other covenant, term or condition; nor shall any delay or omission
by either party to seek a remedy for any breach of this Agreement be deemed a waiver by either party of its remedies or rights with respect
to such a breach.
15.Severability
If any provision of this Agreement, or the application thereof to any person or circumstance, shall be held invalid or unenforceable under
any applicable law, such invalidity or unenforceability shall not affect any other provision of this Agreement that can be given effect without
the invalid or unenforceable provision, or the application of such provision to other persons or circumstances, and, to this end, the provisions
hereof are severable.
16. Execution
This Agreement and all attachments, exhibits and addendums hereto, constitute the entire agreement of the parties and shall supersede
any prior agreements governing the subject matter contained herein. Neither party will be bound by, and each specifically objects to, any
provision that is different from or in addition to this Agreement (whether proffered verbally or otherwise), unless such provision is specifically
agreed to in writing and signed by both parties. This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the same instrument. A signature on a copy of this Agreement
received by either party by facsimile is binding upon the other party as an original. The parties shall treat a photocopy of such facsimile as
a duplicate original. The individuals signing below represent that they are duly authorized to do so.
Signature
I certify that I am authorized to execute this Agreement on behalf of the company listed below. Further, I certify on behalf of such
company, that the above statements are true and correct and agree for the company to the terms and conditions set forth in the
Agreement.
On Behalf of End-User:
Company Name: The City of Round Rock, Texas
Company Address: 221 East Main Street, Round Rock, Texas 78664
Date:
Print Name:
Title: City Manager
Signature:
Who is going to be your primary user with full administrative rights?
Name:
Direct Phone:
Email:
On Behalf of Verified First, LLC
Name:
Title:
Date:
Signature:
ADDENDUM A
Access Security Requirements
1. Access Control Measures
1.1. Policies, procedures, and physical and technical controls: (i) to limit physical access to its file storage, information systems, and the facility or
facilities in which they are housed to properly authorized persons; (ii) to ensure that all members of its workforce who require access to Confidential
Information, especially PI, have appropriately controlled access, and to prevent those workforce members and others who should not have access
from obtaining access; (iii) to authenticate and permit access only to authorized individuals and to prevent members of its workforce from providing
Confidential Information or information relating thereto to unauthorized individuals; and (iv) to encrypt and decrypt PI and other relevant
Confidential Information where appropriate.
1.2. All of End-User’s employees and agents shall take reasonable steps to protect their usernames, account numbers and passwords such that
only key personnel employed by End-User with a need to have access to the Confidential Information will have such access. End-User agrees to
notify Company and change account passwords immediately if a person with an assigned password leaves the End-User’s employment or no
longer needs to have system access due to a change in duties.
2. Security Awareness and Training.
2.1. A security awareness and training program for all members of End-User's workforce (including management), which includes training on how
to implement and comply with its security controls. At a minimum, such awareness and training program shall adhere to the following:
(a) Annual training regarding Applicable Privacy Laws for all personnel who process Personal Information; and
(b) Annual training regarding functionally specific data protection controls which apply to each End-User worker’s job function where such
worker processes Personal Information.
3. Security Incident Procedures.
Policies and procedures to detect, respond to, and otherwise address security incidents, unusual or suspicious events and similar incidents including
procedures to monitor systems and to detect actual and attempted attacks on or intrusions into PI or Confidential Information or information systems
relating thereto, and procedures to identify and respond to suspected or known security incidents, mitigate harmful effects of security incidents, and
document security incidents and their outcomes as well as to permit identification and prosecution of violators.
4. Contingency Planning.
Policies and procedures for responding to an emergency or other occurrence (for example, fire, vandalism, system failure, and natural disaster) that
damages Confidential Information or systems that contain Confidential Information, including a data backup plan and a disaster recovery plan.
5.Device and Media Controls.
Policies and procedures that govern the receipt and removal of hardware and electronic media that contain Confidential Information into and out of a
End-User facility, and the movement of these items within a End-User facility, including policies and procedures to address the final disposition of
Confidential Information, and/or the hardware or electronic media on which it is stored, and procedures for removal of Confidential Information from
electronic media before the media are made available for re-use.
6. Audit Controls.
6.1. End-User shall properly implement, maintain and enforce privacy and data security policies and, if requested by Company, promptly provide to
Company copies of all such policies relevant to the Processing of Personal Information for Company to review.
6.2. End-User shall reasonably cooperate with Company, at Company’s expense, in connection with any Company or governmental
investigations regarding Company Personal Information or the provision of the Services.
6.3. Upon reasonable advance notice to End-User and during normal business hours, Company may conduct a security audit of End-User’s
facilities, at Company’s expense, by representatives of Company, including without limitation its independent third-party auditor, provided that:
(a) such security audit shall occur at a mutually agreeable time not more than once during any given calendar year; provided, however,
that Company shall have the right (i) to conduct an additional security audit in response to each Security Incident; and (ii) to conduct
follow-up security audits.
(b) such site visit shall not unreasonably interfere with End-User’s operations; and
(c) any third party performing such site visit on behalf of Company shall execute a nondisclosure agreement with End-User in a form
acceptable to End-User with respect to the confidential treatment and restricted use of End-User’s confidential information.
7.Data Integrity.
7.1. Policies and procedures to ensure the confidentiality, integrity, and availability of Confidential Information and protect it from disclosure,
improper alteration, or destruction.
7.2. End-User shall keep operating system(s), Firewalls, Routers, servers, personal computers (laptop and desktop) and all other systems current
with appropriate system patches and updates. End-User shall configure infrastructure such as Firewalls, Routers, personal computers, and similar
components to industry best commercial security practices, including disabling unnecessary services or features, removing or changing default
passwords, IDs and sample files/programs, and enabling the most secure configuration features to avoid unnecessary risks.
7.3. End-User shall implement and follow current best commercial security practices for Computer Virus detection scanning services and
procedures by adhering to the following:
(a) End-User shall use, implement and maintain a current, commercially available Computer Virus detection/scanning product on all
computers, systems and networks.
(b) If End-User suspects an actual or potential virus, End-User shall immediately cease accessing the system and shall not resume use of
the system until the virus has been eliminated.
(c) On a commercially reasonable, regular weekly basis at a minimum, End-User shall keep anti-virus software up-to-date by vigilantly
checking or configuring auto updates and installing new virus definition files. If End-User’s computers have unfiltered or unblocked access
to the Internet (which prevents access to some known problematic sites), then it is recommended that anti-virus scans be completed more
frequently than weekly.
(d) End-User shall implement and follow current best commercial security practices for computer anti-Spyware scanning services and
procedures by adhering to the following:
(i) Use, implement and maintain a current, commercially available computer anti-Spyware scanning product on all computers, systems
and networks.
(ii) If End-User suspects actual or potential Spyware, immediately cease using the system and do not resume use until the problem
has been resolved and eliminated.
(iii) Run a secondary anti-Spyware scan upon completion of the first scan to ensure all Spyware has been removed from End-User’s
computers.
(iv) Keep anti-Spyware software up-to-date by vigilantly checking or configuring updates and installing new anti-Spyware definition
files on a commercially reasonable, regular basis weekly, at a minimum. If End-User’s computers have unfiltered or unblocked access
to the Internet (which prevents access to some known problematic sites), then it is recommended that anti-Spyware scans be
completed more frequently than weekly.
8. Storage and Transmission Security.
8.1. Technical security measures to guard against unauthorized access to Confidential Information that is being transmitted over an electronic
communications network, including a mechanism to encrypt electronic information whenever appropriate, such as while in transit or in storage on
networks or systems to which unauthorized individuals may have access.
8.2. End-User shall develop and follow procedures to ensure that data is protected throughout its entire information lifecycle (from creation,
transformation, use, storage and secure destruction) regardless of the media used to store the data (i.e., tape, disk, paper, etc.)
8.3. End-User shall protect Internet connections with dedicated, industry-recognized Firewalls that are configured and managed using industry
best commercial security practices. Administrative access to Firewalls and servers must be performed through a secure internal wired connection
only.
8.4. Any stand-alone computers that directly access the Internet must have a desktop Firewall deployed that is installed and configured to block
unnecessary/unused ports, services and network traffic.
8.5. End-User shall disable outside vendor default passwords, SSIDs and IP Addresses on Wireless access points and restrict authentication on
the configuration of the access point.
9. Secure Disposal.
9.1. Policies and procedures regarding the disposal of Confidential Information, and tangible property containing Confidential Information, taking
into account available technology so that Confidential Information cannot be practicably read or reconstructed.
9.2. In accordance with the FACTA Disposal Rules, End-User shall implement appropriate measures to dispose of any sensitive information
related to consumer reports and records, including the Confidential Information, that will protect against unauthorized access or use of that
information.
10. Assigned Security Responsibility.
End-User shall designate a security official responsible for the development, implementation, and maintenance of its WISP. End-User shall inform
Company as to the person responsible for security.
11. Testing.
11.1. End-User shall regularly and no less than one time per year test the key controls, systems and procedures of its WISP to ensure that they are
properly implemented and effective in addressing the threats and risks identified. Tests should be conducted or reviewed by independent third
parties or staff independent of those that develop or maintain the security programs.
11.2. End-User shall use current best commercial practices to protect its telecommunications systems and any computer system or network
device(s) to reduce the risk of infiltration, hacking, access penetration or exposure to an unauthorized third party by:
(a) protecting against intrusions;
(b) securing the computer systems and network devices; and
(c) protecting against intrusions of operating systems or software.
12. Adjust the Program.
End-User shall monitor, evaluate, and adjust, as appropriate, the WISP in light of any relevant changes in technology or industry security standards, the
sensitivity of the Confidential Information, internal or external threats to End-User or the Confidential Information, requirements of applicable work
orders, and End-User's own changing business arrangements, such as mergers and acquisitions, alliances and joint ventures, outsourcing
arrangements, and changes to information systems.
ADDENDUM B
Documents Required Before Requesting Credit Report Information
Before End-User will be allowed to access credit report information or employment verification data obtained from TALX (an Equifax Company), Company
requires that End-User provide one (1) of the following items listed below (if End-User is not publicly traded) and also receive an onsite inspection to verify
company information and physically review End-User’s onsite location. Certain criteria must be met at the onsite inspection per requirements of the credit
bureau. Cost for the onsite inspection will be the responsibility of the End- User and End-User will receive an invoice for any related costs and expenses
from Verified First.
1. Business license status from a government web site (please include entire web page print out);
2. Business license, copy or documented verification.
3. Documented corporation verification with state or federal government.
4.Copy of Articles of Incorporation with proof of filing.
5. State and/or federal tax records originating from the state or federal government.
6. FDIC Certification; or
7. 501(c)(3) certificate for non-profit organizations.
If End-User is a publicly traded company, the following items are acceptable methods for verifying that the End-User is a bona fide entity:
1. Documentation of ticker symbol information from trading website.
2. Certified copy of audited annual or quarterly statements submitted to the SEC.