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April 24, 2023
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Dear Chairman Mendelson:
I urge the Council to take prompt and favorable action on the enclosed legislation.
Sincerely,
Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue, NW, Suite 504
Washington, DC 20004
The legislation will approve Contract No. DCHBX-2023-E-0001 with Experian Consumer
Services to provide DC Health Link customers with identity and credit monitoring protection in
response to a data breach that involved personally identifiable information. In addition, the
legislation will approve payment for services received and to be received under the contract.
If you have any questions regarding this legislation, please have your staff contact Kenneth
Wallington, Contracting Officer, DC Health Benefit Exchange Authority, at (202) 679-5952.
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MURIEL BOWSER
MAYOR
Enclosed for consideration and enactment by the Council of the District of Columbia is ah
emergency bill, the “Contract No. DCHBX-2023-E-0001 with Experian Consumer Services
Approval and Payment Authorization Emergency Act of2023,” and the accompanying emergency
declaration resolution.
urfel Bowser /
A BILL
IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
BE IT ENACTED BY THE COUNCIL OF THE DISTRICT OF COLUMBIA,
That this act may be cited as “Contract No. DCHBX-2023-E-0001 with Experian21
Consumer Services Approval and Payment Authorization Emergency Act of 2023”.22
Sec. 2. Pursuant to section 451 of the District of Columbia Home Rule Act,23
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the Council approves Contract No. DCHBX-2023-E-0001 with Experian Consumer27
Services to provide DC Health Link customers with identity and credit monitoring28
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Sec. 3. Fiscal impact statement.
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chairman Phil Mendelson
at the request of the Mayor
To approve, on an emergency basis, Contract No. DCHBX-2023-E-0001 with Experian
Consumer Services to provide DC Health Link customers with identity and credit
monitoring protection, and to authorize payment for the goods and services
received and to be received under the contract.
approved December 24, 1973 (87 Stat. 803; D.C. Official Code § 1-204.51) and
notwithstanding the requirements of section 202 of the Procurement Practices Reform
Act
of 2010, effective April 8, 2011 (D.C. Law 18-371; D.C. Official Code § 2-352.02),
The Council adopts the fiscal impact statement of the Chief Financial Officer as
the fiscal impact statement required by section 4a of the General Legislative Procedures
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protection and authorizes payment in the not-to-exceed amount of $3,400,000 for the
** goods and services received and to be received under the contract. Act
of 1975, approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1-34
35301.47a).
Sec. 4. Effective date.36
This act shall take effect following approval by the Mayor (or in the event of veto37
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Columbia in section 412(a) of the District of Columbia Home Rule Act, approved40
December 24, 1973 (87 Stat. 788; D.C. Official Code § l-204.12(a)).41
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by the Mayor, action by the Council to override the veto), and shall remain in effect for
no longer than 90 days, as provided for emergency acts of the Council of the District of Consumerinfo.com dba Experian Consumer ServicesProposed Contractor:
Not-to-Exceed (NTE) $3,400,000.00$Contract Amount:
Unit and Method of Compensation: Fixed price
Term of Contract: March 9, 2023 through September 30, 2023
RequirementsType of Contract:
Emergency ContractSource Selection Method:
$3,400,000.00 (NTE)Base Period Amount:
1
Pursuant to section 202(c-l) of the Procurement Practices Reform Act of 2010, as amended, D.C.
Official Code § 2-352.02(c-l), the following contract summary is provided:
Option Period 2 Amount: $
Explanation of difference from base period (if applicable):
Option Period 3 Amount: $
Explanation of difference from base period (if applicable):
Option Period 4 Amount: $
Explanation of difference from base period (if applicable):
Option Period 1 Amount: $
Explanation of difference from base period (if applicable):
GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of Contracting and Procurement
(B) For a contract containing option periods, the contract amount for the base period and for
each option period. If the contract amount for one or more of the option periods differs from
the amount for the base period, provide an explanation of the reason for the difference:
COUNCIL CONTRACT SUMMARY
(Retroactive)
(A) Contract Number: DCHBX-2023-E-0001 There were no protests.
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(C) The goods or services to be provided, the methods of delivering goods or services, and any
significant program changes reflected in the proposed contract:
(D) The selection process, including the number of offerors, the evaluation criteria, and the
evaluation results, including price, technical or quality, and past performance components:
(G) The period of performance associated with the proposed change, including date as of which
the proposed change is to be made effective:
Identity and credit monitoring protection for DC Health link customers delivered by internet.
Services also include the facilitation of calls at the contractor’s call center.
The vendor was selected in accordance with HBX’s emergency procurement policies and
procedures.
HBX received quotes from two (2) vendors. The selected vendor offered the lowest
prices that met HBX’s requirements.
March 9, 2023, through September 30, 2023. The proposed change date is to be made effective
March 17, 2023 through September 30, 2023.
The work or services performed pursuant to an agreement that does not, on its own, require Council
review, are the following: $315,359.85 plus $388,214.32. The work or services performed pursuant
to a proposed change are the following: $543,135.58 plus $174,418.50. Moreover, additional work
or services will be performed (see answer in (I)).
(E) A description of any bid protest related to the award of the contract, including whether the
protest was resolved through litigation, withdrawal of the protest by the protestor, or
voluntary corrective action by the District. Include the identity of the protestor, the grounds
alleged in the protest, and any deficiencies identified by the District as a result of the protest:
(H) The value of any work or services performed pursuant to a proposed change for which the
Council has not provided approval, disaggregated by each proposed change if more than one
proposed change has been aggregated for Council review:
(F) The background and qualifications of the proposed contractor, including its organization,
financial stability, personnel, and performance on past or current government or private
sector contracts with requirements similar to those of the proposed contract:
Experian is an award winning globally recognized company offering credit and identity protection
monitoring services. They have decades of experience with over 6000 employees in the United
States. Experian holds contracts with the federal government. They are a financially stable company
as demonstrated through their Dun & Bradstreet supplier qualifier report. Additionally, as a
publicly held company, Experian’s financial information is made publicly available in their
financial
reports and updates. March 16, 2023
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(L) The reason for the proposed change:
(M) The legal, regulatory, or contractual authority for the proposed change:
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(K) The reason why the proposed change was sent to Council for approval after it is.intended to
take effect:
The original contract amount (comprised of orders for services in the amounts of $315,359.85 and
$388,214.32) is $703,574.17. As referenced in (H), the aggregate dollar value of the proposed
changes above this amount is $717,554.08 ($543,135.58 plus $174,418.50). The contract approval
includes an additional amount of up to $1,978,871.75. The additional $1,978,871.75 was calculated
on a fixed unit price assumption for the number of consumers who enroll in Experian credit and
identity monitoring services above an initial 7% enrollment rate.
On March 6, 2023, the DC Health Benefit Exchange Authority (“DC Health Link”) received notice
that data for some DC Health Link customers had been published on a data breach forum. HBX
immediately launched a comprehensive investigation, began working with law enforcement, and
engaged a third-party expert forensics firm to investigate. As a result of the investigation, two
distinct groups were identified - (Group 1) individuals we know were impacted by the data breach
because their information was taken and posted publicly and (Group 2) individuals whose
information we now know was stored in the same manner as the first group, but we do not have
actual evidence that information for Group 2 was compromised.
Preparations could not be made to seek Council approval prior to authorizing contract performance
because HBX had a legal obligation to immediately address a data breach that involved DC Health
Link consumers’ personally identifiable information, and to take all actions necessary to mitigate
the risk of harm to consumers as quickly as possible.
To provide additional DC Health Link customers with credit and identify monitoring protection
because of the data breach.
All people in Group 1 and Group 2 were provided with three years of free identity and credit
monitoring services for all-three major credit bureaus. The three years of credit monitoring
protection includes all dependents, spouses, and children currently enrolled (or enrolled in the past).
In addition, to help regain public trust and out of an abundance of caution, HBX will allow
customers not impacted to sign up for the same three years of monitoring.
(I) The aggregate dollar value of the proposed changes as compared with the amount of the
contract
as awarded:
(J) The date on which the contracting officer was notified of the proposed change: DC Official Code 31-3171.04(a)(5) and § 2-352.02
There is no subcontracting plan. This procurement was issued as an emergency procurement.
(O) Performance standards and the expected outcome of the proposed contract:
There has been no expenditure of funds.
The contract has been reviewed for legal sufficiency and deemed legally sufficient (Attachment B).
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(N) A summary of the subcontracting plan required under section 2346 of the Small, Local, and
Disadvantaged Business Enterprise Development and Assistance Act of 2005, as amended,
D.C. Official Code § 2-218.01 etseq. (“Act”), including a certification that the subcontracting
plan meets the minimum requirements of the Act and the dollar volume of the portion of the
contract to be subcontracted, expressed both in total dollars and as a percentage of the total
contract amount:
(P) The amount and date of any expenditure of funds by the District pursuant to the contract
prior to its submission to the Council for approval:
(Q) A certification that the proposed contract is within the appropriated budget authority for the
agency
for the fiscal year and is consistent with the financial plan and budget adopted in
accordance with D.C. Official Code §§ 47-392.01 and 47-392.02:
(R) A certification that the contract is legally sufficient, including whether the proposed
contractor has any pending legal claims against the District:
(S) A certification that Citywide Clean Hands database indicates that the proposed contractor is
current with its District taxes. If the Citywide Clean Hands Database indicates that the
proposed contractor is not current with its District taxes, either: (1) a certification that the
contractor has worked out and is current with a payment schedule approved by the District;
or (2) a certification that the contractor will be current with its District taxes after the District
recovers any outstanding debt as provided under D.C. Official Code § 2-353.01(b):
Experian will provide quality reputable identity and credit monitoring services to DC Health Link
customers because of the data breach.
The Agency Chief Financial Officer has provided a certification of the availability of funding for
the proposed contract (Attachment A).
Experian is in compliance with DC taxes per their Clean Hands report dated March 30, 2023
(Attachment C).
(T) A certification from the proposed contractor that it is current with its federal taxes, or has
worked out and is current with a payment schedule approved by the federal government: ( None
No determination and findings issues.
www.hbx.dc.gov
www.hbx.dc.gov
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(U) The status of the proposed contractor as a certified local, small, or disadvantaged business
enterprise as defined in the Small, Local, and Disadvantaged Business Enterprise
Development and Assistance Act of 2005, as amended, D.C. Official Code § 2-218.01 et seq.‘.
(V) Other aspects of the proposed contract that the Chief Procurement Officer considers
significant:
(X) Any determination and findings issues relating to the contract’s formation, including any
determination and findings made under D.C. Official Code § 2-352.05 (privatization
contracts):
(Y) Where the contract, and any amendments or modifications, if executed, will be made
available online:
(Z) Where the original solicitation, and any amendments or modifications, will be made available
online:
Experian is current with its federal taxes as indicated by the System of Award Management (SAM)
record results (Attachment D).
Experian is not a certified-local, small, or disadvantaged business enterprise as defined in the Small,
Local,'and Disadvantaged Business Enterprise Development and Assistance Act of 2005.
Experian has no record of debarment or suspension actions on the federal and District excluded
parties lists (Attachment E).
(W) A statement indicating whether the proposed contractor is currently debarred from providing
services or goods to the District or federal government, the dates of the debarment, and the
reasons for debarment: Notice Number: L0009406292Date of Notice:March 30, 2023
CERTIFICATE OF CLEAN HANDS
As reported in the Clean Hands system, the above referenced individual/entity has no outstanding
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1101 4th Street SW, Suite W270, Washington, DC 20024/Phone: (202) 724-S045/MyTax.DC.gov
CONSUMERINFO.COM INC
475 ANTON BLVD
COSTA MESA CA 92626-7037
To validate this certificate, please visit MyTax.DC.gov. On the MyTax DC homepage, click the
“Validate a Certificate of Clean Hands” hyperlink under the Clean Hands section.
Authorized By Melinda Jenkins
Branch Chief, Collection and Enforcement Administration
Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
FEIN: **-***5932
Case ID: 1461774
1101 4th Street, SW
Washington, DC 20024
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liability with the District of Columbia Office of Tax and Revenue or the Department of Employment
Services. As of the dateabove, the individual/entity has complied with DC Code § 47-2862, therefore
this
Certificate of Clean Hands is issued.
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TITLE 47. TAXATION, LICENSING, PERMITS, ASSESSMENTS, AND FEES
V r y CHAPTER 28 GENERAL LICENSE
SUBCHAPTER II. CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT
. D.C. CODE § 47-2862 (2006)
§ 47-2862 PROHIBITION AGAINST ISSUANCE OF LICENSE OR PERMIT Office of the Chief Financial Officer
MEMORANDUM
TO:
FROM:
THRU:
April 5, 2023DATE:
SUBJECT:
Vendor: Experian Contract#: DCHBX-2023-E-0001
Funding Period: 03/09/2023 to 09/30/2023 (Non-PATEO)Fiscal Year 2023
AmountAccountFund^ProgramFY
70119 71320012023 $3,400,0008362003100080HI0
$3,400,000FY 2023 Contract Total:
Should you have any questions, please contact me at 202-503-5272.
1225 I Street, N.W., Washington, D.C. 20005 (202) 715-7576 FAX (202)730-1658
Delicia V. Moore
Associate Chief Financial Officer
Human Services Support Cluster
Kenneth Wallington
Contracting Officer
DC Health Benefit Exchange Authority
Marjorie V. Edmonds
Agency Chief Financial Officer
DC Health Benefit Exchange Authority
Agency
Code
Cost
Center
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DC Health Benefit Exchange Authority
Certification of Funding Availability for Experian, Contract #DCHBX-2023-E-0001
The Office of the Chief Financial Officer hereby certifies that the sum of $3,400,000 is included in the
DC
Health Benefit Exchange Authority’s Enterprise Fund budget for Fiscal Year 2023 to fund the costs
associated with the Agency’s contract with Experian to provide credit and identity monitoring for the
District’s ACA participants. This certification supports the Experian contract during the period from
March 9, 2023 to September 30, 2023. The fund allocation is as follows: GOVERNMENT OF THE DISTRICT OF COLUMBIA
LEGAL SUFFICIENCY MEMORANDUM
TO:
FROM:
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April 7, 2023DATE:
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SUBJECT:
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Pursuant to section 451 of the District of Columbia Home Rule Act, approved December 24,1973
(87 Stat. 803; D.C. Official Code § 1-204.51) and notwithstanding the requirements of section 202
of the Procurement Practices Reform Act of 2010, effective April 8, 2011 (D.C. Law 18-371; D.C.
Official
Code § 2-352.02), Council approval of Contract No. DCHBX-E-2023-0001 between the
District of Columbia Health Benefit Exchange Authority and Experian Consumer Services
(Experian), is required for services received and to be received under the contract.
I have reviewed the proposed award and the underlying contract and certify that it is legally
sufficient.
Tommy Wells, Director
Office of Policy and Legislative Affairs
Executive Office of the Mayor
Brian K. Flowers
General Counsel
DC Health Benefit
Exchange Authority
If you have any questions regarding this certification, please do not hesitate to contact me at
(202)812.8444.
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Brian K. Flowers
The proposed contract action is to award a new contract in the not-to-exceed amount of $3.4
million to Experian Consumer Services (Experian) to provide three years of free identity and credit
monitoring services for all three major credit bureaus to D.C. Health Link customers whose data
was published on a data breach forum. The three years of monitoring protection includes all
dependents, spouses, and children enrolled. Experian is a multinational consumer credit reporting
company that collects and aggregates information on more than a billion people and businesses.
Legal Sufficiency Review of Contract No. DCHBX-E-2023-0001.
Contractor: Experian Consumer Services
Amount: $3,400,000.00 UOCUSign tnveiope II): a/A«AAA2-yi1U-4tCb-A/Ab-hC2318/43«bU
3. Requisition/Purchase Request/Project No. Page 1 of 72. Effective Date1. Contract Number
DCHBX-2023-E-0001
f
5. Delivery Address:
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8. Accounting and Appropriation Data7. Reserved for future use
9F. Total9E. Unit Price9C. Quantity 9D. Unit9A. Item 9B. Supplies/Services
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13C. Date12C. Date
M
DocuSigned by.
Contractor agrees to furnish and deliver all items or
perform all the services set forth or otherwise identified
above and on any continuation sheets for the
consideration stated herein. The rights and obligations of
the parties to this contract shall be subject to and
governed by the following documents:
Via electronic format through the DC Vendor Portal,
httDs://vendorportal.dc.gov
See Price
Schedule
( ) 11. AWARD (Contractor is not required to sign this
document)
Your offer on Solicitation Number including the additions or
changes made by you which additions or changes are set forth
in full above is hereby accepted as to the items listed above and
on any continuation sheets. This award consummates the
contract which consists of the following documents:
(a) The Government's solicitation and your offer, and (b) this
award/contract. No further contractual document is necessary.
See price
Schedule
NTE
$3,400,000.00
Consumerlnfo.com, Inc. aka Experian
Consumer Services
475 Anton Blvd.
Costa Mesa, CA 92626
Tel-714-227-2204
Contact Person- Michael Morelli
Michael.morelli@experian.com
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^—DocuSigned by:
(AWIHWR^fesentative’s Signature)
/•jhperlonv
v.MZ,./
DC Health Benefit Exchange Authority
1225 T Street, NW, 4* Floor
Washington, DC 20005
6. Contractor shall submit all invoices to:
13A. Name of Contracting Officer
Kenneth Wallington
13B. District of Columbia
12A. Name and Title of Signer (Type or print)
___
David Proctor
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_____Credit and identity monitoring services
Contracting Officer will Complete Item 10 or 11 as Applicable: Item 10 is Applicable
(X) 10. CONTRACTOR ’S NEGOTIATED AGREEMENT
^Contractor is required to sign this document and return
copies to issuing office.)
March 9,2023
4. Name and Address of Contractor:
April e, 2023 i 2:28 PM (Extracting Officer’s Signature) uocubign tnveiope id: »/AaAAAZ-yiiu-4tc;a-A/’Ab-bU2ji«M3«hD
SECTION B
SUPPLIES OR SERVICE AND PRICE/COST
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B. 1
B.1.1
B.2
REQUIREMENTS CONTRACTB.3
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b)
B.4PRICE SCHEDULE
B.4.1
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This contract is being awarded as authorized by DC Official Code 31-3171.04(a)(5) and 2-351,05(c)(22)
and in accordance with DC Health Benefit Exchange Authority Contracting and Procurement Policies and
Procedures, Section III B - Emergency Procurements.
The DC Health Benefit Exchange Authority (HBX) awards a contract to Experian Consumer Services
(
“Contractor”) to provide credit and identification monitoring services.
The District awards a Requirements type of contract with fixed unit prices and an assumption based on a
7% fixed redemption rate.
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Delivery or performance shall be made only as authorized in accordance with the Ordering
Clause, (E.6). The District may issue orders requiring delivery to multiple destinations or
performance at multiple locations. If the District urgently requires delivery before the earliest
date that delivery may be specified under this contract, and if the Contractor shall not accept an
order providing for the accelerated delivery, the District may acquire the urgently required
goods or services from another source.
There is no limit on the number of orders that may be issued. The District may issue orders
requiring delivery to multiple destinations or performance atmultiple locations.
The price schedule is in accordance with Identityworks Products & Services Order Form.
B.4.1.1 This contract shall not exceed $3,400,000.00 unless authorized by the Contracting Officer.
The District will purchase its requirements of the articles or services included herein from the
Contractor. The estimated quantities stated herein reflect the best estimates available. The estimate shall
not be construed as a representation that the estimated quantity will be required or ordered, or that
conditions affecting requirements will be stable. The estimated quantities shall not be construed to limit
the quantities which may be ordered from the Contractor by the District or to relieve the Contractor of
its obligation to fill all such orders.
a) Docubign tnveiope id: «/AaAAA2-ynu-4tUb-A/At>-i-U2yia/4J«bD
SECTION C
STATEMENT OF WORK
C.l
C.2
C.3
C.4.1
SCOPE
The DC Health Benefit Exchange Authority (HBX) awards a contract to Experian Consumer Services
(
“Contractor”) to provide credit and identification monitoring services.
BACKGROUND
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The DC Health Benefit Exchange Authority recently experienced a data breach. HBX takes the data breach
of enrollee information very seriously. On Monday, March 6, 2023, upon becoming aware of the incident,
HBX immediately launched an investigation, began working with law enforcement, and engaged a third-
party forensics firm. The following is an update to the ongoing investigation and data breach situation.
There were 56,415 customers impacted. The data fields include the following, although not all data fields
were necessarily included for each enrollee: name, Social Security number, date of birth, gender, health
plan information (e.g. plan name, carrier name, premium amounts, employer contribution, and coverage
dates), employer information, enrollee information (e.g. address, email, phone number, race, ethnicity,
and
citizenship status). j
HBX recognizes the seriousness of this incident and have reached out to impacted enrollees to provide
three years of free identity and credit monitoring for all three major credit bureaus. The three years of
monitoring protection includes all enrolled dependents, spouses and children. In addition, and out of an
abundance of caution, HBX is offering the same three years of monitoring to all other customers who
were not impacted.
REQUIREMENTS
Requirements in this contract are in accordance with the products and services as detailed in Exhibit 1
(56415), Exhibit 2 (69448), and Exhibit 3 (97162) - Identityworks Products & Services Order Form,
attached and incorporated by reference. uocubign tnveiope id: a/A«AAA2-yi iu-4tca-A/'Ab-i-Uz'3i«/4^atD
SECTION D
PERIOD OF PERFORMANCE AND DELIVERABLES
TERM OF CONTRACTD.l
D.1.1 The total duration of this contract shall not exceed September 30, 2023.
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The term of the contract shall b,e from date of notice to proceed (March 9, 2023) through September 30,
2023.
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I Docubign tnveiope ID: ti/AaAAA2-yi lU^bUa-A/Ad-t-U^IB^ybbU
SECTION E
CONTRACTING OFFICER AND CONTRACT ADMINISTRATOR
E.l
AUTHORIZED CHANGES BY THE CONTRACTING OFFICERE.2.
E.2.1 .The CO -is the only person authorized to approve changes in any of the requirements of this contract.
E.2.3
CONTRACT ADMINISTRATOR (CA)E.3
E.3.1.2 Coordinating site entry for Contractor personnel, if applicable;
*
E.3.1.4 Reviewing and approving invoices for deliverables to ensure receipt of goods and services. This includes
the timely processing of invoices and vouchers in accordance with the HBX payment provisions; and
In the event the Contractor effects any changes at the instruction or request of any person other than the
CO, the change will be considered to have been made without authority and no adjustment will be made
in the contract price to cover any cost increase incurred as a result thereof.
CONTRACTING OFFICER (CO)
Contract will be entered into and signed on behalf of HBX only by Contracting Officers. The contract
information for the Contracting Officer is:
Kenneth Wallington
Contracting Officer
DC Health Benefit Exchange Authority
1225 “I” Street, NW, 4th Floor
Washington,
DC 20005
Kenneth.Wallington@dc.gov
<1
E.3.1.3 Reviewing invoices for completed work and recommending approval by the CO if the Contractor’s costs
are consistent with the negotiated amounts and progress is satisfactory and commensurate with the rate of
expenditure;
E.3.1 The CA is responsible for general administration of the. contract and advising the CO as the Contractor’s
compliance or non-compliance with the contract. The CA has the responsibility of ensuring the work
conforms to the requirements of the contract and such other responsibilities and authorities as may be
specified in the contract. These include:
E.3.1.1Keeping the CO fully informed of any technical or contractual difficulties encountered during the
performance period and advising the CO of any potential problem areas under the contract;
E.2.2 The Contractor shall not comply with any order, directive or request that changes or modifies the
requirements of this contract, unless issued in writing and signed by the CO. . DOCUStgn bnvelope ID: a/ABAAA2-yi1U-4bUa-A/Ab-|-U2J1b/'43BtU
E.3.2 The address and telephone number of the CA is:
E.4
INVOICE SUBMIT AL AND PAYMENTE.5
ORDERING CLAUSEE.6
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E.3.L5Maintaining a file that includes all contract correspondence, modifications, records of inspections (site,
data, equipment) and invoice or vouchers.
Nikki Leon
Privacy Officer, DC Health Link
Associate General Counsel and Policy Advisor
DC Health Benefit Exchange Authority
1225 Eye Street, NW, 4th floor
Washington, DC 20005
nicole.leon@dc.gov
E.3.3 The CA shall NOT have the authority to:
1. Award, agree to, or sign any contract; delivery order or task order. Only the CO shall make contractual
agreements, commitments or modifications;
2. Grant deviations from or waive any of the terms and conditions of the contract;
3. Increase the dollar limit of the contract or authorize work beyond the dollar limit of the contract,
4. Authorized the expenditure of funds by the Contractor;
5. Change the period of performance; or
6. Authorize the use of District property, except as specified under the contract.
The Contractor shall be fully responsible for any changes not authorized in advance, in writing, by the
CO; may be denied compensation or other relief for any additional work performed that is not so
authorized; and may also be required, at no additional cost to HBX, to take all corrective action
necessitated by reason of the unauthorized changes.
E.5.1 The Contractor shall create and submit payment requests in an electronic format through the DC Vendor
Portal, https://vendorportal.dc.gov.
E.5.2 The Contractor shall submit proper invoice (s) on a monthly basis or as otherwise specified in the Contract
or task or delivery order.
E.5.3 To constitute a proper invoice, the Contractor shall enter all required information into the DC Vendor
Portal after selecting the applicable purchase order number listed on the Contractor’s profile.
E.5.4 HBX will make payment to the Contractor, upon the submission of proper invoices, at the prices stipulated
in the contract (or task or delivery order), for supplies delivered and accepted or services performed and
accepted, less any discounts, allowances, or adjustments provided for in the Contract.
E.6.1 CAny supplies and services to be furnished under this contract must be ordered by issuance of delivery
orders, task orders, or purchase orders by the CO. Such orders may be issued during the term of this
contract. DOCUSign tnvelope IU: a/ABAAA^yi1U-4tUb-A/Ab-hL;231BM3«tU
E.6.3 Orders may be issued by facsimile or by electronic commerce methods.
ATTACHMENTSF.l
The following attachments are incorporated in this contract by reference:
ORDER OF PRECEDENCEF.2
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EXHIBIT 1 (56415) - Identityworks Products & Services Order Form
EXHIBIT 2 (69448) - Identityworks Products & Services Order Form
EXHIBIT 3 (97162) - Identityworks Products & Services Order Form
AMENDMENT No. 1 - DCHBX Amendment No. 1 to IDW Product Agreement,
A conflict in language shall be resolved by giving precedence to the document in the highest order of
priority that contains language addressing the issue in question. The following documents are incorporated
into the contract by reference and made a part of the contract in the following order of precedence:
E.6.2, All purchase orders are subject to the terms and conditions of this, contract. In the event of a conflict
between a purchase order and this contract, the contract shall control.
(1) Contractors Identityworks order forms, as amended (Exhibits 1, 2, 3 and Amendment No. 1)
(2) Contract document DocuSign
Status: Sent
Location: DocuSign
Signature
Using IP Address: 74.117.21.10
TimestampIn Person Signer Events Signature
TimestampStatusEditor Delivery Events
TimestampAgent Delivery Events Status
TimestampStatusIntermediary Delivery Events
Timestamp
Certified Delivery Events Status
TimestampCarbon Copy Events Status
Signature Adoption: Pre*selected Style
Using IP Address: 74.117.21.10
Signer Events
Michael Zbawiony
michael.zbawiony@experian.com
Security Level: Email. Account Authentication
(None)
David Proctor
David.Proctor@experian.com
President Experian Partner Solutions
e
Security Level: Email, Account Authentication
(None)
Signatures: 1
Initials: 0
Stamps: 1
Holder: ECS Contracts
julie.hilliard@experian.com
Envelope Originator:
ECS Contracts
475 Anton Blvd
Costa Mesa, CA 92626-7037
julie.hilliard@experian.com
IP Address: 74.117.21.10
Electronic Record and Signature Disclosure:
Accepted: 4/6/2023 11:33:41 AM
ID: 5408c366-59e0-411d-9feb-51de4c11cef2
Electronic Record and Signature Disclosure:
Accepted: 4/6/2023 12:40:18 PM
ID: 13c406ce-eb87-4bcf-8596-71251fc5a243
Kenneth Wallington
kenneth.wallington@dc.gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 4/7/2023 8:02:58 AM
ID: 6c461c38-dc48-4e88-aac1-bc4423611e62
Sent: 4/6/2023 11:35:18 AM
Viewed: 4/6/2023 12:40:18 PM
Signed: 4/6/2023 2:28:44 PM
Sent: 4/6/2023 2:28:50 PM
Viewed: 4/7/2023 8:02:58 AM
Certificate Of Completion ________
Envelope Id: 87A8AAA291104EC8A7A6FC23187438ED
Subject: Complete with DocuSign: Emergency Contract - DCHBX-E-2023-0001_revised.pdf
Source Envelope:
Document Pages: 7
Certificate Pages: 5
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US &
Canada)
Timestamp__________
Sent: 4/6/2023 11:33:22 AM
Viewed: 4/6/2023 11:33:41 AM
Signed: 4/6/2023 11:35:13 AM
Record Tracking
Status: Original
4/6/2023 11:12:33 AM
Pmu'Z fiWdr
V— tarmF B0C4C«2.. TimestampStatus
]
TimestampSignatureyVitness Events
TimestampSignatureNotary Events
Status
TimestampsStatusPayment Events
Electronic Record and Signature Disclosure
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Security Checked
Security Checked
Security Checked
Security Checked
tCarbon Copy Events
Michael Morelli
Michael.Morelli@experian.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 4/30/2021 10:19:07 AM
ID: e6d934e3-9b73-45d7-9d83-4120df65c5ae
Envelope Summary Events
Envelope Sent
Envelope Updated
Envelope Updated
Envelope Updated
Envelope Updated
Envelope Updated
Envelope Updated
Certified Delivered
Timestamps
4/6/2023 11:15:19 AM
4/6/2023 11:33:21 AM
4/6/2023 11:33:21 AM
4/6/2023 11:33:21 AM
4/6/2023 11:33:21 AM
4/6/2023 2:19:19 PM
4/6/2023 2:19:19 PM
4/7/2023 8:02:58 AM Electronic Record and Signature Disclosure created on: 10/10/2012 10:02:23 AM
Parties agreed to: Michael Zbawiony, David Proctor, Kenneth Wallington, Michael Morelli
CONSUMER DISCLOSURE
From time to time, Experian Services Corp, (we, us or Company) may be required by law to
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consequences of your withdrawing consent for online documents will be that transactions
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You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
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• I can print on paper the disclosure or save or send the disclosure to a place where l ean
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from exclusively through electronic means all notices, disclosures, authorizations,
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you.
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**' These minimum requirements are subject to change. If these requirements change, we will
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Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you were
able to read this electronic disclosure and that you also were able to print on paper or
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future reference and access. Further, if you consent to receiving notices and disclosures
exclusively in electronic format on the terms and conditions described above, please let us know
by clicking the A|I agreeAf button below.
By checking the AJI AgreeAf box, I confirm that: UOCUSign tnvelope iu: fteB9'te/^UAB^'A4-AUeMa0bGB2B1Hb2
WHEREAS, CIC and Client entered into the Agreements:
WHEREAS, CIC and Client desire to amend and modify the Agreement as delineated below.
1.
2.
Amend Section 8, Confidentiality Section 8 of the Agreement shall be amended to include the following:3.
4.
5.
[Signature page follows]
Confidential
1
(1/2020)
“Client shall be fully responsible for all acts, errors, and omissions of its employees, agents, and
subcontractors."
Complete Agreement. As of the Amendment Effective Date, the parties mutually agree to modify Section
19 of the Agreement by modifying the second sentence in Section 19 as follows:
“This Agreement, along with any document the parties mutually agree upon and formally executed by
both parties, contains the entire agreement and understanding concerning the subject matter between
Client and CIC and supersedes all prior agreements (whether written, oral or electronic), term sheets, prior
negotiations, or proposals that relate specifically to the subject matter herein. Any pre-printed terms on any
purchase orders shall be null and void."
Client Indemnification. Client indemnity obligations shall be deleted and replaced in its entirety with the
following:
“Client will pay CIC for alt Consumer Products and Supplemental Services delivered in accordance with the
pricing and other requirements contained within the Schedules and each Order Form ("Fees"). All Client
payments are due thirty (30) days from the date of each CIC invoice. Interest shall accrue on any past due
amounts at the rate of one-and*one half percent (1.5%) per month.
Amend Section 7, Taxes. Section 7 of the Agreement shall be deleted in its entirety as Client is a tax-
exempt entity.
“Notwithstanding the foregoing in Section 8, Client agrees to these terms, subject to any FOIA
reporting requirements."
Amend Section 6. Fees and Payment. , Section 6 of the Agreement shall be deleted in its entirety and
replacing it with the following, :
AMENDMENT No.1 TO THE
IDENTITYWORKS™ PRODUCT AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained in this
Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
This Amendment ("Amendment No.1") is made as of March 21, 2023 ("Amendment Effective Date"), to that certain
IDENTITYWORKS™ Product Agreement, (the “Agreement") by and between Consumerlnlo.com, Inc. (“CIC") also
known as Experian Consumer Services, and the DC Health Benefit Exchange Authority (the “Client"). Capitalized
terms not otherwise defined in this Amendment shall have the meaning as set forth in the Agreement as defined
below.
“experian
B 1
Order Form 3: Effective Date of March 9, 2023 with an enrollment end date of June 30, 2023 for 97,162 total
activation codes; and
Order Form 1: Effective Date of March 9, 2023 with an enrollment end date of June 30, 2023 for 69,448 total
activation codes;
Order Form 2: Effective Date of March 9, 2023 with an enrollment end date of June 30, 2023 for 56,415 total
activation codes; Uocubign tnveiope ID: rtttyrt/r-WA»-4^A4-AUBb-1»U&6B^Bil-t>2
UTHORITY
By:
Name:
vp Consumer Protection
Title:Title:
DocuSigned by:
k.
u
¥
■[
Confidential
2
(V2D20I
To the extent the terms of the Agreement, or any other document conflict with the terms of this Amendment No.1, the
- terms of this Amendment No.1 shall control in connection with the subject matter hereof. All terms of the Agreement
not modified herein shall remain unmodified and in full force and effect
Ts^xperianXi
CONSUMERINFO.COM , INC.
DocuSigned by:
91C57665CCC8442...
Nam0. Michael Br’uemmer
Texperian,
DC HEALTH BENEFIT EXCHAN'
V\ fit -Ha \hjcdti yhn
Canhj'/cffm
/ PRODUCTS & SERVICES ORDER FORM
Order Date: March 9,2023 RO# (If applicable):
Enrollment End Date: June 30, 2023
Primary Consumer Product: Credit Plus 3B
(V12.2D)Experian Confidential Pagel of 11
Notwithstanding the above, for all Orders of one (1} Activation Code, CIC will Invoice the fee upon Issuance of the Activation Code and you agree to pay the fee within
thirty (30) days from the dote of such invoice. Individuals will automatically receive access to Identity Restoration services for the duration of the Product Term noted
above, measured from the dote of their notification letter, even if no further action is taken by the Individual; if they do enroll in a Consumer Product, their access to
Identity Restoration services will be automatically extended through the full duration of the Product Term far that Consumer Product.
Notification letters: If Client has requested CIC to facilitate the transmission of Notification Letters via email, CIC offers this Supplemental Service through use of CtC's
Third-Party Provider (email vendor). Client shall send the email addresses of all such Individuals to whom the Notification Letters should be conveyed as part of the
Notification File. CIC's Third-Party Provider shall purge and destroy the Notification File promptly upon completion of the emailing services. Client hereby acknowledges
and agrees that with respect to the Email Notification Letters Service, Client shall be responsible for provision for complete and accurate Instructions regarding the
date(s) that CIC's Provider is requested to email the Notification Letters.
Additional Activation Codes: If the total number of Activation Codes for this Order Is under 100,000, within ninety (30) days of the Order Date, Client may purchase
additional Activation Codes (up to 50% of the original Order quantity) by sending CIC an email referencing this Order and the number of additional Activation Codes
uocuSign tnveiope id: yui34ii-i-t35D-4AD5-btJUc:-By5uy2/Ubh4A
•J7A^C7l tUI L
IDENTITYWORKS™
Secondary Consumer Product: Minor Plus
Product Term: 3 years
Billing Contact Email:
Billing Contact Phone:
Client Name: DC Health Benefit Exchange__________
Primary Contact: Kenneth Wallington
Address: 12251 (Eye) Street, NW, 4th Floor, Washington
DC 20005_________________________________
Primary Contact Email: kenneth.wallington@dc.gov
Primary Contact Phone:202-679-5952
Gient Information__________________________
State of Incorporation: District of Columbia__________
Billing Contact: See purchase order for billing instructions
Billing Address:
Total Fee for this Order: 56,415 *
$5.59 = $315,359.85 (Includes all
redemptions up to a 7%
redemption rate. Any redemptions
above 7% will be billed at an
additional fee of $30.00 per
—— redemption)
Consumer Product (Activation Codes)
Total Activation Codes: 1 multi-use code for Credit Plus 3B capped at
46,825 redemptions and 1 multi-use code for Minor Plus capped at
___________
9,590_______________________________________________
Fee Per Activation Code Redeemed: Replaced with a flat fee of
$5.59 per person. Includes all redemptions up to a 7% redemption
rate. Any redemptions above 7% will be billed at an additional fee of
$30.00 per redemption.______________________
___________
Fee Per Person for Identity Restoration: Included
__________
Total Fee for Identity Restoration: Included
SupplemehtarServices_______________________________
^Notification letter Services: printing and mailing of Notification Letters. The price Is included in the flat fee of $315,359.85 and
asumes that only 1 data file will be processed with all letters being printed in 1 run (additional waves of mailing are not included).
If NCOA results need to be reviewed prior to having the file processed for mailing, Expeiran must be notified prior to receiving the
data file, and 1 business day will be added to the mailing timeline. The fee includes up to 3 letter versions ($500 per additional
version), up to 56,415 letters (2-sheets, printed on one or both sides, black & white). Every additional sheet after 2 - $0.12/ea.
Return mall is included, (inclusive of postage)
□Mail Merge: merge Activation Codes into the mailing records data file to be processed.
□Deduping: exact name match, exact address match only. The price is____________________________________________
□Address Append Services: consumer address look up & confirmation process. The price Is
ISEmall Notification Services: emailing notification letters. The price is included in the $315,359.85 flat fee based on up to 56,415
records and 1 data file. $1,000 set up fee if email and mall are utilzed. Includes 1 email letter version ($500 per additional version)
13 Enhanced Customer Care Services: additional call center services. The price is included In the $315,359.85 flat fee based on
56,415 affected indvidual to answer FAQ's until June 30, 2023 with English support.
This Order Form (the "Order”) Is made by and between Consumerlnfo.com, Inc., a California corporation, also known as Experian Consumer Services ("CIC”), and the
client listed above ("Client'', "You" or "Your"), and shall be effective as of the date of CIC's acceptance and signature. Client:
By:By:
I
Name:Name:
VP consumer Protection
Title:Title: Contracting Officer
March 10, 2023 I 12:01 PM PST
3/9/2023Date: Date:
DocuSigned by: •
(V12.2O)Page 2 of 11Experian Confidential
I
Client requires (‘'Additional Codes**). Client agrees that any Additional Codes will have the same Enrollment End Date, Product Term, price, and Terms and Conditions
as the original Activation Codes.
. i
I
I
UOCUbign tnvelope ID: BUU41i-1-ty5D-4AD5-t3tiDU-tjy5B927U8t4A
IVII k
IDENTITY WORKS™ PRODUCTS & SERVICES ORDER FORM
YOUR ORDER IS ACCEPTED BY CIC SUBJECT TO THE TERMS AND CONDITIONS AND ALL APPLICABLE LAWS AND REGULATIONS. PLEASE READ THE TERMS AND
CONDITIONS CAREFULLY. YOUR SIGNATURE BELOW CONSTiTUTES YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS ANDCONDITIONS. You explicitly agree to remit
payment to CIC for all Consumer Products and Supplemental Services provided by CIC in accordance with the Terms and Conditions.
Kenneth Wallington
Consumerlnfo.com, Inc.
DocuSigned by:
AAjrLmL fatu-wwty
91C576S5CCC6442... ■
Michael Bruemmer
The terms and conditions which apply to all transactions between You and Cohsumerlnfo.com, Inc. with respecVto the Order for Consumer Products and/or
Supplemental Services attached hereto ('Terms and Condittons'). Any terms not otherwise defined within this Order are defined within the Terms and Conditions. With
respect to all Orders with a Product Term of greater than one (1) year, CIC reserves the right to migrate the Individuals to an updated Consumer Product with
substantially the same product features after the first year of the Product Term. Order Date: March 9,2023 PO# (If applicable):
Enrollment End Date: June 30, 2023
Primary Consumer Product: Credit Plus 38
Experian Confidential Page 1 of 11 (vU.20)
Additional Activation Codes: If the total number of Activation Codes for this Order is under 100,000, within ninety (90) days of the Order Date, Client may purchase
additional Activation Codes (up to 50% of the original Order quantity) by sending CIC an email referencing this Order and the number of additional Activation Codes
Notwithstanding the above, for all Orders of one fjj Activation Code, CIC will Invoice the Fee upon issuance of the Activation Code and you agree to pay the Fee within
thirty {30) days from the date of such Invoice. Individuals will automatically receive access to Identity Restoration services for the duration of the Product Term noted
above, measured from the date of their notification tetter, even If no further action Is token by the Individual; If they do enroll In o Consumer Product, their access to
Identity Restoration services will be automatically extended through the full duration of the Product Term for that Consumer Product.
Notification Letters: If Client has requested CIC to facilitate the transmission of Notification Letters via email, CIC offers this Supplemental Service through use of CIC's
Third-Party Provider (email vendor). Client shall send the email addresses of all such Individuals to whom the Notification Letters should be conveyed as part of the
Notification File. CICs Third-Party Provider shall purge and destroy the Notification File promptly upon completion of the emailing services. Client hereby acknowledges
and agrees that with respect to the Email Notification Letters Service, Client shall be responsible for provision for complete and accurate Instructions regarding the
date(s) that CIC's Provider is requested to email the Notification Letters.
Uocusrgn (envelope ID: bUl34lH-t35U^AU5-ttaDU-tiy5t592/UBt4A
iui i.
IDENTITYWORKS™ PRODUCTS & SERVICES ORDER FORM
Secondary Consumer Product: Minor Plus
Product Term: 3 years
Client Information. ___________________________
State of Incorporation: District of Columbia__________
Billing Contact: See purchase order for billing instructions
Billing Address:
Billing Contact Email:
Billing Contact Phone:
Client Name: DC Health Benefit Exchange__________
Primary Contact: Kenneth Wallington_____________
Address: 1225 I (Eye) Street, NW, 4,h Floor, Washington
DC 20020_________________________________
Primary Contact Email: Kenneth.walllngton@dc.gov
Primary Contact Phone:202-679-5952
Total Fee for this Order: 69,448 *
$5.59 = $388,214.32 (Includes all
redemptions up to a 7%
redemption rate. Any redemptions
above 7% will be billed at an
additional fee of $30.00 per
_________
redemption)________________
Consumer Product (Activation Codes)________
Total Activation Codes: 1 multi-use code for Credit Plus 3B capped at
57,648 redemptions and 1 multi-use code for Minor Plus capped at
___________
11,800______________________________________________
Fee Per Activation Code Redeemed: Replaced with a flat fee of
$5.59 per person. Includes all redemptions up to a 7% redemption
rate. Any redemptions above 7% will be billed at an additional fee of
$30.00 per redemption.______________________
___________
Fee Per Person for Identity Restoration: Included_______________
Total Fee for identity Restoration: Included________
SupplemeritarServices
^Notification Letter Services: printing and mailing of Notification Letters. The price Is included in the flat fee of $388,214.32 and
asumes that only 1 data file will be processed with all letters being printed in 1 run (additional waves of mailing are not included).
If NCOA results need to be reviewed prior to having the file processed for mailing, Expelran must be notified prior to receiving the
data file, and 1 business day will be added to the mailing timeline. The fee includes up to 3 letter versions ($500 per additional
version), up to 69,448 letters (2-sheets, printed on one or both sides, black & white). Every additional sheet after 2 = $0.12/ea.
Return mail is included, (inclusive of postage)__________ __________________________________________________
□Mall Merge: merge Activation Codes into the mailing records data file to be processed.______________________________
□Deduping: exact name match, exact address match only. The price is____________________________________________
□Address Append Services: consumer address look up 8i confirmation process. The price is____________________________
13Email Notification Services: emailing notification letters. The price is included in the $388,214.32 flat fee based on up to 69,448
records and 1 data file. $1,000 set up fee if email and mall are utilzed. Includes 1 email letter version ($500 per additional version)
^Enhanced Customer Care Services: additional call center services. The price is Included in the $388,214.32 flat fee based on
69,448 affected Indvidual to answer FAQ's until June 30,2023 with English support.
This Order Form (the 'Order”) is made by and between Consumerlnfo.com, Inc., d California corporation, also known as Experian Consumer Services ('CIC'), and the
client listed above {'Client”, 'You' or 'Your'), and shall be effective as of the date of CIC's acceptance and signature. Client:
By: By:
, Kenneth Wallington Name: Name:
VP consumer Protection
Title: Contracting Officer Title:
March 10, 2023 I 12:01 PM PST
3/9/2023.Date: Date:
DocuSigned by:
(V1Z.20)Experian Confidential Page 2 of 11
I
The terms and conditions which apply to all transactions between You and Consumerlnfo.com, Inc. with respect to the Order for Consumer Products and/or
Supplemental Services attached hereto ("Terms and Conditions**)- Any terms not otherwise defined within this Order are defined within the Terms and Conditions. With
respect to all Orders with a Product Term of greater than one (1) year, CIC reserves the right to migrate the Individuals to an updated Consumer Product with
substantially the same product featuresafterthefirstyearoftheProductTerm. 1
YOUR ORDER IS ACCEPTED.BY CIC SUBJECT TO THE TERMS AND CONDITIONS AND ALL APPLICABLE LAWS AND REGULATIONS. PLEASE READ THE TERMS AND
CONDITIONS CAREFULLY. YOUR SIGNATURE BELOW CONSTITUTES YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS AND CONDITIONS. You explicitly agree to remit
payment to CIC for all Consumer Products and Supplemental Services provided by CIC in accordance with the Terms and Conditions.
DcXealtn B/nflt Exchange
UOCUSign tnvelope iu: bU1341H-t35U'4AD5-t3BUC-t395by27Utit4A
lUII.
IDENTITY WORKS™ PRODUCTS & SERVICES ORDER FORM
Client requires ("Additional Codes"). Client agrees that any Additional Codes will have the same Enrollment End Date, Product Term, price, and Terms and Conditions
as the original Activation Codes.
Consumerlnfo.com, Inc.
z—— DocuSipned by;
91C576e5CCCM42..
Michael Bruemmer Order Date: March 16, 2023
PO # (if applicable):
Enrollment End Date: June 30, 2023
Primary Consumer Product: Credit Plus 3B
Experian Confidential Page 1 of 11 (V12.20)
AddWonal Activation Codes: If the total number of Activation Codes for this Order is under 100,000, within ninety (90) days of the Order Date, Client may purchase
additional Activation Codes (up to $0% of the original Order quantity) by sending CIC an email referencing this Order and the number of additional Activation Codes
DocuSign tnvelope ID: UdUl-3B4U’UAtjU-4hDD-yU7D-Jty5U2tbl5tj9a
zexpenan.
IDENTITYWORKS™ PRODUCTS & SERVICES ORDER FORM
Secondary Consumer Product: Minor Plus
Product Term: 3 years
Client Information
State of Incorporation: District of Columbia__________
Billing Contact: See purchase order for billing instructions
Billing Address:
Billing Contact Email:
Billing Contact Phone:
Client Name: DC Health Benefit Exchange
Primary Contact: Kenneth Wallington
Address: 122SI (Eye) Street, NW 4th Floor, Washington
DC 20020_________________________________
Primary Contact Email: Kenneth.wallington@dc.gov
Primary Contact Phone:202-679-5952
Notwithstanding the above, for all Orders of one li} Activation Code, CIC will Invoice the Fee upon issuance of the Activation Code and you agree to pay the Fee within
thirty (30) days from the date of such invoice. Individuals will automatically receive access to Identity Restoration services for the duration of the Product Term noted
above, measured from the date of their notification letter, even if no further action is taken by the Individual; if they do enroll In o Consumer Product, their access to
Identity Restoration services will be automatically extended through the full duration of the Product Term for that Consumer Product.
Notification letters: if Client has requested CIC to facilitate the transmission of Notification Letters via email, CIC offers this Supplemental Service through use of CIC's
Third-Party Provider (email vendor). Client shall send the email addresses of all such Individuals to whom the Notification Letters should be conveyed as part of the
Notification File. CIC’s Third-Party Provider shall purge and destroy the Notification File promptly upon completion of the emailing services. CHent hereby acknowledges
and agrees that with respect to the Email Notification Letters Service, Client shall be responsible for provision for complete and accurate Instructions regarding the
date($| that CIC's Provider Is requested to email the Notification Letters.
Total Fee for this Order: 97,162 •
$5.59 = $543,135.58 (Includes all
redemptions up to a 7%
redemption rate. Any redemptions
above 7% will be billed at an
additional fee of $30.00 per
redemption)________________
, Consumerproduct (Activation Codes)________
Total Activation Codes: 1 multi-use code for Credit Plus 3B capped at
84,512 redemptions and 1 multi-use code for Minor Plus capped at
____________
12,650 ____________________________________________
Fee Per Activation Code Redeemed: Replaced with a flat fee of
$5.59 per person. Includes all redemptions up to a 7% redemption
rate. Any redemptions above 7% will be billed at an additional fee of
___________
$30.00 per redemption.__________________________________
____________
Fee Per Person for Identity Restoration: Included
___________
Total Fee for Identity Restoration: Included
_________________________________ Supplemental Services _____________ _____________________
^Notification Letter Services: printing and mailing of Notification Letters. The price is included in the flat fee of $543,135.58 and
asumes that only 1 data file will be processed with all letters being printed in 1 run (additional waves of mailing are not included).
If NCOA results need to be reviewed prior to having the file processed for mailing, Expelran must be notified prior to receiving the
data file, and 1 business day will be added to the mailing timeline. The fee includes up to 3 letter versions ($500 per additional
version), up to 97,162 letters (2-sheets, printed on one or both sides, black & white). Every additional sheet after 2 = $0.12/ea.
Return mail is included, (inclusive of postage)___________ ____________________________
□Mall Merge: merge Activation Codes into the mailing records data file to be processed.____________________________
□Deduping: exact name match, exact address match only. The price is_________________________
□Address Append Services: consumer address look up & confirmation process. The price Is_________ _______
0 Email Notification Services: emailing notification letters. The price is included in the $543,135.58 flat fee based on up to 97,162
records and 1 data file. $1,000 set up fee if email and mall are utilzed. Includes 1 email letter version ($500 per additional version)
0 Enhanced Customer Care Services: additional call center services. The price is included in the $543,135.58 flat fee based on
97,162 affected Indvidual to answer FAQ's until June 30, 2023 with English support._____________________________
This Order Form (the •’Order*) Is made by and between Consumerlnfo.com, Inc., a California corporation, also known as Experian Consumer Services ("CIC'I, and the
client listed above ("Client’’, "You" or •Ycur*|, and shall be effective as of the date of CIC's acceptance and signature. By.By:
Name:Name:
vp consumer ProtectionTide:Tide:
March 23, 2023 | 11:56 AM PDT
Date:Date:
DocuSigned by:
k
i
(V12.20)Page 2 of 11Experian Confidential
The terms and conditions which apply to all transactions between You and Consumer1nfo.com, Inc. with respect to the Order for Consumer Products and/or
Supplemental Services attached hereto |*Terms and Conditions*'!. Any terms not otherwise defined within this Order are defined within the Terms and Conditions. With
respect to all Orders with a Product Term of greater than one (1) year, CIC reserves the right to migrate the Individuals to an updated Consumer Product with
substantially the same product features after the first year of the Product Term.
Client requires (‘’Additional Codes"). Client agrees that any Additional Codes will have the same Enrollment End Date, Product Term, price, and Terms and Conditions
as the original Activation Codes.
YOUR ORDER IS ACCEPTED BY CIC SUBJECT TO THE TERMS AND CONDITIONS AND ALL APPLICABLE LAWS AND REGULATIONS. PLEASE READ THE TERMS ANO
CONDITIONS CAREFULLY. YOUR SIGNATURE BELOW CONSTITUTES YOUR AGREEMENTTO ABIDE BY EACH OF THE TERMS AND CONDITIONS. You explicitly agree to remit
payment to CIC for all Consumer Products and Supplemental Services provided by CIC in accordance with the Terms and Conditions.
Uocubign bnvelope IU: U»UI-3B4U-UAt>U-4tUU-907U-3h»5U2tBBb9»
Texperiair
IDENTITY WORKS™ PRODUCTS & SERVICES ORDER FORM
i
Consumerlnfo.com, Inc.
DocuSlpnad by
-»1CS7WSCCCM«2...
Michael Bruemmer
Client:
l&rtru 2.
5.
7.
Experian Confidential Page 3 of 11 (V12.2O)
uocubign bnvelope ID: UdUI-3b4LHJA6U-4tDD-yU7D-3t95U2teBe698
zexpenan.
IDENTITYWORKS™ PRODUCTS & SERVICES ORDER FORM
These IDENTITYWORKS Product Agreement (the "Agreement") made by and between Consumerlnfo.com, Inc., a California
corporation, ("Cl£") also known as Experian Consumer Services, and , identified as "Client" on an Order Form as well as its
Affiliates (collectively, "Client"). Each of CIC and Client are sometimes referred to herein as a "Party" and collectively as the "Parties."
Any Order Form signed by Client is made a material part of this Agreement and is Incorporated herein by this reference.
1. Agreement. This Agreement contains the standard terms and conditions for CIC's delivery of certain identity theft, credit
monitoring and protection products and services (collectively, the "Consumer Products"). Separate from or in addition to the
Consumer Products, Client may elect for CIC to provide certain other supplemental services ("Supplemental Services"). Client
may also elect to have its Affiliates purchase Consumer Products or Supplemental Services pursuant to this Agreement. An
"Affiliate" means any entity controlled by, under common control with or that controls the applicable Party, where "control"
means ownership of fifty percent (50%) or more of the ownership Interest of an entity.
Consumer Product Delivery. Consumer Products will be delivered by CIC to consumers, employees, or other individuals with
whom Client has a pre-existing relationship and or otherwise maintains such Individuals' personal and/or other sensitive
information ("Individual"). As a condition of receiving the Consumer Product, each Individual must complete CIC's applicable
enrollment process and agree to all terms and conditions as well as CIC's privacy policy (collectively, the "End-User Terms and
Conditions"). The CIC operational terms and conditions that apply to the delivery of the Consumer Products are included herein
("Operational Terms").
3. Supplemental Services Delivery. Supplemental Services will be delivered by CIC to Client or its Affiliates solely pursuant to the
terms of this Agreement, including a Supplemental Services Schedule If completed by Client.
4. Term & Termination. The term of this Agreement will begin upon the Effective Date set-out below and will continue In effect until
the termination or expiration of all Schedules and Orders issued pursuant to this agreement. Either Party may terminate this
Agreement and/or selected Schedules if the other Party breaches any material term or condition of this Agreement and fails to
cure such breach within thirty (30) days after receiving written notice of the breach. Either Party may terminate this Agreement
and/or selected Schedules for any reason at any time, with or without cause, upon thirty (30) days’ prior written notice to the
other. Notwithstanding the foregoing, the Parties acknowledge and agree that all fully executed Order Forms are non-cancellable
and non-refundable once submitted to and accepted by CIC. Therefore, in the event of a termination: (i) CIC will fulfill the delivery
requirement of any active Order Form, but will have no further obligation to accept additional Order Forms following the effective
date of termination; and (ii) Client will pay all Fees related to Order Forms submitted prior to the effective date of termination.
Terms which by their nature would survive a termination (indemnity, disclaimers, etc.) shall survive In the event of a termination.
Schedules & Client Orders. The terms of this Agreement shall be supplemented by individual schedules containing additional
terms and conditions applicable to the specific Consumer Products or Supplemental Services ("Schedules"). In order to purchase
any particular Consumer Products or Supplemental Services Client must submit an order form completed and signed by an
authorized representative of Client ("Order Form"). A sample Order Form may be requested from CIC.
6. Fees and Payment. Client will pay CIC for all Consumer Products and Supplemental Services delivered in accordance with the
pricing and other requirements contained within the Schedules and each Order Form ("Fees"). All Client payments are due thirty
(30) days from the date of each CIC invoice. Interest shall accrue on any past due amounts at the rate of one and one half percent
(1.5%) per month. In addition. Client is liable to CIC for any costs and attorneys' fees incurred by CIC to collect unpaid amounts.
Taxes. Client is responsible for, and shall promptly pay or reimburse CIC for the payment of, any sales, use, excise, ad valorem,
value-added or other similar taxes, assessments or duties imposed by any government agency that are associated with the
Consumer Products or Supplemental Services (other than taxes based on CIC's net income).
8. Confidentiality. Information which is (a) business or technical information of either party including, but not limited to, information
relating to either party's products, services, plans, designs, costs, product or service prices and names, payments pursuant to this
Agreement, finances, marketing plans, business opportunities, personnel, research, development or know-how; (b) any
Information designated by either party as "confidential" or "proprietary" in writing or which, under the circumstances taken as a
whole, would reasonably be deemed to be confidential; and (c) the terms of and performance under this Agreement, will be
considered "Confidential Information". Each party agrees it will (d) not disclose to any third party or use the Confidential
Information disclosed to it by the other party except as expressly permitted in this Agreement; and (e) take all reasonable
measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will
in no event be less than the measures it uses to maintain the confidentiality of its own Confidential Information. Confidential
Information does not include information that (f) is in or enters the public domain without breach of this Agreement; (g) the
receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure
obligation; (h) the receiving party lawfully knew (without obligation of confidence) prior to receiving such information from the
disclosing party; (i) the receiving party develops independently without use of the disclosing party's Confidential Information; or
(j) Is required to be disclosed by the receiving party to comply with a Law or legal process (i.e. a judicial order or decree). With
regard to subsection (j) the receiving party shall give the disclosing party prompt notice of such a required disclosure and provide
reasonable assistance to disclosing party If disclosing party opts to take lawful action to minimize the extent of such disclosure. Experian Confidential Page 4 of 11 (V12.20)
UOCUSign bnvetope ID: U8d-3d4D-VA6U-4hDD-yU7D-3t:95U2hbbt)98
Texpenan,
IDENTITYWORKS™ PRODUCTS & SERVICES ORDER FORM________
9* Compliance with Laws. Both Parties agree to comply with all applicable Laws with respect to this Agreement and the obligations
of each Party hereunder. "Law" means any rules, laws, statutes, regulations or judgments, orders or decrees imposed by any
governmental entity.
10. CIC Warranty & Disclaimers. CIC represents and warrants to Client that it (a) has the power and authority to enter into this
Agreement and to perform its obligations hereunder; (b) will provide the Consumer Products in a manner consistent with the
level of service provided to CiC's general customer base for such Consumer Products; (c) will provide the Consumer Products and
any other products and services provided under this Agreement in a professional manner; and (d) will not provide, in any public
communication (including press releases and communications with Individuals), any representation, description or other
statement regarding Client or its Affiliates in any way other than as approved in writing in advance by the Client. THE WARRANTIES
PROVIDED IN THIS SECTION ARE THE ONLY WARRANTIES CIC PROVIDES TO CLIENT WITH RESPECT TO THE CONSUMER PRODUCTS
AND SUPPLEMENTAL SERVICES. CIC MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT
TO THE CONSUMER PRODUCTS OR SUPPLEMENTAL SERVICES OR ANY OTHER MATERIALS (TANGIBLE OR INTANGIBLE) PROVIDED
BY CIC HEREUNDER. CIC EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE CONSUMER
PRODUCTS AND SUPPLEMENTAL SERVICES AND CLIENT ACKNOWLEDGES AND AGREES THAT THE CONSUMER PRODUCTS ARE
PROVIDED "ASMS".
11. Client Warranty & Indemnification. Client shall be responsible for all acts, errors, and omissions of its personnel, agents, and
subcontractors."
12. CIC Indemnification. CIC will indemnify, defend, and hold Client and its directors, officers, shareholders and, agents (the "Client
Indemnified Parties") harmless from and against any and alt Damages, which may be asserted against or incurred by Client or any
of the Client Indemnified Parties, arising out of or resulting from: (a) any material breach of the End-User Terms and Conditions
by CIC; (b) any material breach of CIC's obligations under this Agreement; or (c) any failure by CIC to comply with any Law.
13. Indemnification Procedures. A Party seeking indemnification under this Agreement must provide prompt written notice of the
claim to the other Party, typically within thirty (30) days. The indemnifying Party will assume sole control over the defense or
settlement of the claim at its expense but will not consent to the entry of any judgment or settlement that provides for non
monetary relief without the consent of the Indemnified Party. If the indemnifying Party chooses not to assume the defense of the
claim the other Party may defend or settle the claim and the indemnifying Party will remain responsible for the reasonable legal
fees and expenses incurred. The indemnified Party will provide the indemnifying Party all information, assistance and authority
to reasonably evaluate the claim and effect any defense or settlement, and may at Its sole option and expense, engage separate
counsel to participate in (but not control) the defense or settlement of the claim.
14. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER, UNDER ANY LEGAL OR EQUITABLE THEORY,
FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OF ANY KIND, INCLUDING LOST PROFITS AND LOST
SALES, SUFFERED BY OR OTHERWISE COMPENSABLE TO CLIENT, ARISING OUT OF, UNDER OR RELATING TO THIS AGREEMENT,
WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CiC's AGGREGATE LIABILITY TO CLIENT AND/OR ITS AFFILIATES FOR
DAMAGES (i) CONCERNING THE PERFORMANCE OR NON-PERFORMANCE BY CIC OF ITS OBLIGATIONS HEREUNDER, OR (il) IN ANY
WAY RELATED TO OR ARISING OUT OF OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING THE
PROVISION OF THE CONSUMER PRODUCTS, AND INCLUDING CIC's INDEMNIFICATION OBLIGATIONS SET FORTH UNDER THIS
AGREEMENT), REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED ON CONTRACT, TORT OR OTHERWISE, WILL
NOT EXCEED AN AMOUNT EQUAL TO THE FEE PAID BY CLIENT TO CIC UNDER THE TERMS OF THIS AGREEMENT.
15. Assignment. This Agreement will be binding and inure to the benefit of the parties hereto and their respective heirs,
representatives, successors and permitted assignees. This Agreement may not be assigned, transferred, or otherwise shared in
whole or in part by Client without CiC's prior written consent.
16. Choice of Law; Jurisdiction. This Agreement shall be governed by and construed In accordance with the Laws of the District of
Columbia.
17. Notices. Any notice given under this Agreement must be given in writing. All notices will be effective when received, and will be
delivered personally, mailed by registered or certified mail (return receipt requested), postage prepaid, or sent by express courier
service. Notice address for Client will be the address on Client's Order Form.
18. Independent Contractors. In performing their respective duties under this Agreement, each of the Parties will be operating as an
independent contractor. Nothing contained herein will in any way constitute any association, employment, partnership or joint
venture between the Parties hereto, or be construed to evidence the intention of the Parties to establish any such relationship.
19. Complete Agreement. Any and all Schedules or Order Forms which are entered into by Client and CIC and properly reference this
Agreement by Effective Date are made a material part of this Agreement and are incorporated herein by reference. This
Agreement contains the entire agreement and understanding concerning the subject matter between Client and CIC and
supersedes all prior agreements (whether written, oral or electronic), term sheets, prior negotiations, or proposals that relate
specifically to the subject matter herein. Any substantive additional Client requirements or other changes or modifications to this
Agreement may require a signed written amendment to this Agreement. CIC will accept a Client issued purchase order ("PO") for Experian Confidential Page 5 of 11 (V12.20)
UOCUSign hnvelope ID: UaCi-3B4U-UAeU>4tUD-9U7U-3ty5U2tB6b9»
• iui I.
TOENTITYWORKS™ PRODUCTS & SERVICES ORDER FORM
limited administrative processes only (i.e. procurement guideline compliance, bill processing, etc.]. However, in no event will any
terms and conditions contained within such PO be incorporated into this Agreement, supplement this Agreement or otherwise
apply to the provision of Consumer Products or Supplemental Services.
20- Publicity; Public Communication. For avoidance of doubt, both parties must agree on the timing and complete content of any
and all public communications (including but not limited to press releases) which pertain to this Agreement or the provision of
the Consumer Products or Supplemental Services. Client may in no event refer to the Consumer Products, CIC or its Affiliates In
any form or format unless expressly approved by CIC in writing In advance.
21, Adequate Revlgyv. Each party represents to the other that, as deemed necessary by such party, this Agreement has been reviewed
by each party and its legal and other advisors, and such party has had an opportunity to make all relevant inquiries and receive
sufficient responses relating to this Agreement. (V12.20)
on the date an Individual completes enrollment
Authentication Process. Client hereby acknowledges that CIC shall maintain strict procedures and protocols relating to its enrollment
and authentication processes (including timed-out and other security measures), and failure by an Individual to follow such procedures
and protocols may result in a failed enrollment. Client also acknowledges that there are a number of additional reasons and factors
Experian Confidential page 6 of 11
Consumer Product Website. The Consumer Product Website shall be used by the Individuals to enroll in the Consumer Product and
subsequent to enrollment, to log-in and access their account and all the product features. Unless agreed to in writing by CIC, all
content, including the design and look and feel, of the Consumer Product Website shall be determined by CIC, at its sole and absolute
discretion. The Consumer Product Website shall be operated in accordance with CIC's standard procedures and shall be accessible by
Individuals on the earlier of (a) Custom Consumer Product Website Launch Date as set forth in an Order Form, or (b) upon CIC's
acceptance of an Order Form in the event Client is utilizing a standard, pre-built CIC site-version (your CIC account representative can
notify you if this is the easel.
W Dfetributlon of Activation Codes. Client agrees not to sell or otherwise distribute any Activation Codes, except to Individuals and only
as expressly permitted under this Agreement. In no event shall CIC be liable for any loss, damage, theft, corruption or destruction
( Loss ) of Activation Codes once issued by CIC to Client, including, but not limited to, any such Loss attributable to Client's distribution
storage (if applicable) and/or mailing of such Activation Codes. CIC shall be liable and responsible for any Loss while the Activation
Codes are in either CIC's or a Third-Party Provider's possession or control. Note that if Client has retained an agent or subcontractor
related to the delivery of Consumer Products (such as a third-party print-shop, call center or law firm), CIC is not obliged to
communicate with or provide services to any such third-parties who may have contractual or other relationships with Client except as
explicitly authorized by Client in writing and agreed to by CIC.
Nfl<harge to Consumer for the Consumer Product. CIC shall not charge Individuals for the Consumer Product purchased by Client
and provided by CIC under this Agreement during the Product Term.
(4) peliMpry Method. The delivery method of the Consumer Products to the Individuals during the Product Term is able to be modified by
Individual election (i.e., if Individuals enroll online, they may subsequently switch to offline delivery, and vice versa). Due to CIC security
measures, an Individual attempting to login to their account from a location outside the U.S. may not be able to gain access to their
account, however, such Individuals may call CIC's international non-toll-free number to obtain account related information while
located outside the U.S. In accordance with the Consumer Products Schedule, certain products may only be available for enrollment
and delivery online (i.e. without offline capabilities).
(2) Enrollment. Once an Individual receives an Activation Code they may enroll in the applicable Consumer Product either (a) online via
the Consumer Product Website, or (b) offline via a telephone call to CIC Customer Care. No other enrollment process shall be applicable
unless agreed to In writing by both CIC and Client.
UocuSign tnvelope ID: u«Ul-3B4D-UAbU-4hDD-yU7D-3ty5U2tetJWi9«
• (Ml I.
IDENTITY WORKS™ PRODUCTS & SERVICES ORDER FORM________
IDENTITYWORKS™ OPERATIONAL TERMS
These IDENTITYWORKS Operational Terms ("Operational Terms") supplement and form a part of the IDENTITYWORKS Product
Agreement ("Agreement") Client has previously or simultaneously entered into with CIC. The Operational Terms apply to CIC's
provision of Consumer Products to Client, and to Clients' Individuals. Please note that the majority of defined terms used throughout
these Operational Terms are already defined within the Agreement (please refer to that document for their definitions), and the
following section of "Additional Defined Terms" is not intended to be a comprehensive list of all defined terms used herein.
Additional Defined Terms:
"Activation Code" means a unique, single use code with respect to each Individual that allows such Individual to enroll for and
receive the Consumer Product. Each Individual may only redeem his/her Activation Code for only one applicable Consumer
Product.
"Consumer Product Website" is the web site built, hosted and maintained by CIC where each Individual may enroll for the
applicable Consumer Product during the Enrollment Period. If Client requires a custom or unique website, such website shall be
referred to as a "Custom Consumer Product Website."
"Notification Letter" means the communication developed and written by Client which notifies Individuals of the availability of
Consumer Products.
"Enrollment Period" means the period commencing on the date stipulated within the relevant Order Form and ending on the
Enrollment End Date as set forth within the same Order Form. This Is the period during which Individuals may redeem their
Activation Code and thereby enroll in the Consumer Product.
"Product Term" means the period set forth within an Order Form commencing
for the Consumer Product. Experian Confidential Page 7 of 11
(V12.20)
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■ IVUI I.
IDENTITYWORKS™ PRODUCTS & SERVICES ORDER FORM________
that may cause Individuals to fail authentication or enrollment, including, without limitation: corporate firewalls, proxy servers, spam
blockers, fraud alerts, credit file freezes, data errors, inaccurate out-of-waliet information, or incorrect social security numbers. Upon
any such failure, each affected Individual shall be provided with the toll-free number to ClC Customer Care. When an Individual initiates
such a call, a CIC customer care representative will attempt to manually authenticate such Individual by asking additional security
questions. In the event such a telephonic authentication is not possible, additional steps may be taken. CIC shall endeavor to make
the enrollment process as "user-friendly" as reasonably possible without compromising its security standards. CIC reserves the right,
at its sole and absolute discretion, to modify or alter the enrollment process and/or the services associated therewith from time to
time without notice to Client.
(8) Customer Care. Customer care will be available to Individuals via a toll-free number that is only available to U.S. callers, which may be
maintained by a third party engaged by CIC ("CIC Customer Care"). No credit information of any Individuals shall be maintained outside
of the United States. Identity Restoration and ExtendCARE shall be available to Individuals via a separate team of customer care
representatives in the United States. The services available via CIC Customer Care are limited to: assistance with telephone and email
inquiries regarding enrollment for the Consumer Product and technical issues relating to redemption of Activation Codes,
authentication failure, username and password assistance, cancellations, locked accounts, changes in personal information, billing
questions about additional products, general credit-related questions, monitoring and alert information, credit reports obtained as
part of an Individual's enrollment in the Consumer Products, and genera! Consumer Product Website navigation. Customer Care Center
hours of operation are Monday through Friday, 6 a.m. to 6 p.m. Pacific Time, and Saturday through Sunday, 8 a.m. to 5 p.m. Pacific
Time. The Customer Care Center will not have access to and will not provide any information related to Client or its business and/or
Clients legal decisions in making the Consumer Product available to Individuals on a complimentary basis, and will refer any such
inquiries back to Client.
Third-Party providers; Credit Reporting Company Requirements. Portions of the Consumer Product will be provided by CIC's partners,
Affiliates and certain third parties, including the consumer reporting companies (collectively, "Third-Party Providers") and are
therefore subject to each of those entities' respective standard terms, conditions and policies. Third-Party Providers who may be
utilized by CIC in delivery of the Consumer Products include but are not limited to the following: Equifax, Inc., TransUnion, LLC, Affiliates
of CIC, and American International Group, Inc.. Additional Third-Party Providers may be added from time to time at CIC's discretion. If
applicable, Individuals must comply with the Third-Party Providers requirements in order to receive portions of the Consumer Product
(as an example, AIG insurance claim processing requirements). The consumer reporting companies are not subcontractors or agents
of CIC, and therefore, CIC does not control such terms and conditions or requirements and may be unable to intervene or assist
Individuals in any way in meeting such varying consumer reporting company requirements. Individuals shall be solely responsible for
handling any Issues relating to such terms and conditions and requirements directly with any such consumer reporting company.
Without limiting the generality of the foregoing. Individuals shall be required to provide all necessary information and meet other
criteria required by each applicable consumer reporting company (Experian Information Solutions, Inc., Equifax, Inc. and TransUnion
LLC) in order to receive a credit report or other products and services from such company.
(10) Intellgctual Property and Branding of Consumer Products. Unless otherwise agreed to in writing by CIC, the Consumer Products shall
be branded as determined by CIC, at its sole and absolute discretion, and Client shall not designate (through trademark, trade name,
trade dress or otherwise) the Consumer Products as being provided by Client. CIC and/or its Affiliates or Third-Party Providers shall
exclusively own all right, title and Interest, Including all copyrights, trade secrets, know-how, goodwill, trademarks, service marks,
trade names, trade dress, logos, patents or other intellectual property (or any derivative works thereof) and underlying technology in
(I) the Consumer Products and all other products provided by CIC hereunder, (ii) the Consumer Product Website, and (iii) all other
materials and information provided by CIC to Client hereunder. No grant to use any intellectual property (Including any trademarks)
of CIC, its Affiliates or Third-Party Providers is made pursuant to the Agreement. Client shall retain ownership of any and all pre-existing
Client intellectual property, including but not limited to Client's trademarks, patents and trade dress.
(11) gyent Notification tojpdlviduals. Within a mutually agreeable period of time following submission of an Order Form Client shall
prepare a Notification Letter to be sent via U.S. Mail or email which must include:
(a) one Activation Code per each Individual identified as affected by Client's subject data breach or data loss incident,
(b) the procedures for enrollment in the Consumer Product (including, but not limited to the (i) Consumer Product Website where
lnforfnation Collected From Individuals. All information obtained by CIC directly from such Individual, including without limitation,
(a) through Individual enrollment for the Consumer Product or by such Individual visiting CIC's website(s), or (b) through provision of
the Consumer Product is collected and used by CIC in accordance with the End-User Terms and Conditions, which is available for
review by all Individuals prior to completing their enrollment in the Consumer Products. End-User Terms and Conditions (Including
Privacy Policies) may be amended from time to time. f
(
Experian Confidential Page Bof 11 (vllJO)
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IDENTITY WORKS™ PRODUCTS & SERVICES ORDER FORM ______
such Individuals may properly utilize their Activation Code and (H) the appropriate CIC Customer Care phone numbers), and
(c) a listing of the key Consumer Product features.
Any and all planned Client notification processes that include elements other than the Notification Letter (i.e. website postings, e-
mails, newspaper or published notice, etc.) which explicitly mention CICor the Consumer Products by name must be pre-approved bv
CIC In writing. Client, shall not provide, in any Notification Letter or any other public communication (including but not limited to
communications with Individuals), any representation, description or other statement regarding the Consumer Products or otherwise
refer to CIC or its Affiliates In any way other than language provided expressly by CIC or otherwise pre-approved by CIC in writing.
Client shall provide CIC with a final copy of the Notification letter at least five (5) days prior to the distribution of the Notification
Letters and CIC may withhold delivery of Activation Codes to Client until a final Notification Letter has been received by CIC.
(12) Large Incident Notices. In the event Client requests 50,000 or more Activation Codes and upon CIC's reasonable request, Client must
provide CIC a mailing schedule at least five (5) days prior to Client commencing delivery of any and all Notification Letters to Individuals.
Once provided by Client, CIC will allocate CIC Customer Care and other resources in accordance with such schedule; any significant
updates or modifications by Client to the schedule must be provided to CIC immediately and may result In increased costs for CIC that
will require revised pricing discussions with Client.
Glent Requirements, Placing an Order & Changes to the Agreement. During the Term of the Agreement, Client may submit additional
Order Forms for the purchase of additional Activation Codes. •-
(14) Insurance- The insurance provided to Individuals pursuant to the Consumer Products is strictly subject to the policies, terms and
conditions of the designated third-party insurers. Such policies, and associated terms and conditions are provided to Individuals at the
time each Individual enrolls for the Consumer Product. CIC does not directly sell such insurance to Client or Individuals. Individuals
should carefully review such policies to determine the insurance terms and conditions, including limits and coverage of insurable
losses. At the election of the designated third-party insurer or CIC, (a) the amount of insurance coverage to be provided to Individuals,
and/or (b) the designation of the third-party insurer(s) are both subject to change at any time. Notwithstanding the foregoing, identity
theft insurance may not be provided to any Individuals residing in any state where the provision of such insurance is prohibited by
Law. K:-- pVV
Daily Credit Monitoring lor 3 Bureau lor 3 Bureau
Credit.Reoort Upon.Enrollment’, * .
Identitv.Restoration.iuoon
oID Theft Insurance2
eInternet Surveillance
Minor SSN Monitoring IBureau
.Minor-Internet Surveillance
Product Delivery Method
Online (email) Online (email)
Enrollment (Phone and Online) Online orfy Online only
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Page 9 of 11 (V12.20)
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IDENTITYWORKS™ CONSUMER PRODUCT SCHEDULE
CIC offers the Consumer Products detailed within this Schedule subject to the following product descriptions and additional terms
and conditions:
UOCUSign Envelope IU: 0BUI-3B4D-UA6U’4tUU’yU7U-3t95U2teBtte9e
lUAJJCI IUI I.
IDENTITY WORKS™ PRODUCTS & SERVICES ORDER FORM
Identity Restoration (pre
enrollment)4
ExtendCARE™ 3
iJPJdentitY^ .
«,'5
Identity Minor
Daily Credit Reports (Online)1
‘ Credit report upon enrollment is a I Bureau (Experian) report.
1 Daily credit reports for online members consist of a daily I Bureau (Experian) report- After enrolling, offline members will be eligible to call for additional reports on
a quarterly basis
! 2 Identity theft insurance Is underwritten by insurance company subsidiaries and affiliates of American International Group. Inc.
5 This post-membership service is available from the date an individual's membership term ends. It does not include insurance.
4 This pre-cnrollment service is available from the date an Individual receives their Notification Letter. It does not include insurance. /
Experian Confidential
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■ Credit Plus